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COMMUNITY FACILITIES DISTRICT NO. 2022-3 (LEGADO)
OF THE CITY OF MENIFEE
SECOND AMENDMENT TO
ACQUISITION, CONSTRUCTION AND FUNDING AGREEMENT
THIS SECOND AMENDMENT TO ACQUISITION, CONSTRUCTION AND FUNDING AGREEMENT (the “First Amendment”) is made and entered into by and between CITY OF MENIFEE (the “City”), acting for and on behalf of itself and COMMUNITY FACILITIES DISTRICT NO. 2022-3 (LEGADO) OF THE CITY OF MENIFEE (the “Community Facilities District” or “CFD”) and BLC FLEMING, LLC, a Delaware limited liability company (the “Developer”), each individually a “Party” and collectively the “Parties.” WHEREAS, the City originally established the CFD and designated Improvement Area No. 1 (“IA No. 1”) and Improvement Area No. 2 therein (“Original IA No. 2”) pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”); and WHEREAS, in conjunction with the formation of the CFD, the City, on behalf of itself and the CFD, and the Developer entered into an Acquisition, Construction and Funding Agreement dated September 22, 2022, as amended by the First Amendment to Acquisition, Construction and Funding Agreement dated November 5, 2025 (together, the “Original Acquisition Agreement”), providing for, among other things, the payment of the construction and/or acquisition of certain improvements to be owned, operated or maintained by the City and the Eastern Municipal Water District with the special taxes and proceeds of bonds of IA No. 1 and Original IA No. 2; and WHEREAS, subsequent to the formation of the District, the Developer sold all of the land in IA No. 1 to Lennar Homes of California, LLC (“Lennar”) and in connection therewith entered into a Partial Assignment and Assumption Agreement dated as of March 8, 2024, by and between the Developer, the City and Lennar pursuant to which the Developer assigned to, and Lennar assumed all rights and obligations under, the Original Acquisition Agreement with respect to IA No. 1 only. The Developer retained all rights, duties and obligations under the Original Acquisition Agreement relating to Original IA No. 2 and the proceeds of special taxes and bonds of Original IA No. 2; and WHEREAS, at the request of the Developer, the City has completed proceedings to modify the CFD by replacing the Original IA No. 2 with a new Improvement Area No. 2 (“New IA No. 2”) and a new Improvement Area No. 3 (“IA No. 3”), which together encompass the area of land within Original IA No. 2; and
WHEREAS, the purpose of this First Amendment is to amend the Original Acquisition Agreement solely as it relates to IA No. 2 so as to now apply to New IA No. 2 and IA No. 3.
NOW, THEREFORE, it is mutually agreed between the respective Parties as follows:
1. Definitions. Except as modified below, all capitalized terms used in this Second Amendment and not otherwise defined shall have the meaning ascribed to them in the Original Acquisition Agreement.
2. Amendment. All references to “Improvement Area” in the Original Acquisition Agreement shall mean each of IA No. 1, New IA No. 2 and IA No. 3 and all references to “Improvement Areas” shall mean all of IA No. 1, New IA No. 2 and IA No. 3. Nothing in this #220807 v1 9246.2 2
Second Amendment shall modify or otherwise affect the rights, duties and obligations of Lennar with respect to the Original Acquisition Agreement and IA No. 1.
3. Counterparts. This Second Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written below.
DATED: __________________, 2026
CITY OF MENIFEE, a political subdivision of
the State of California
By:
Armando G. Villa, City Manager
ATTEST:
By:
Stephanie Roseen, City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY FOR THE CITY OF
MENIFEE
By:
Jeffrey T. Melching, City Attorney
BLC FLEMING, LLC,
A Delaware limited liability company
By:
Name:
Title: