JOINT COMMUNITY FACILITIES AGREEMENT
relating to
Community Facilities District No. 2022-3 (Legado) of the City of Menifee by and among
City of Menifee, Eastern Municipal Water District and
BLC Fleming LLC
THIS JOINT COMMUNITY FACILITIES AGREEMENT (the "Agreement") is entered into effective as of the 21st day of September, 2022, by and among CITY OF MENIFEE, a California general law city (the "City"), ÉASTERN MUNICIPAL WATER DISTRICT, a public agency organized and existing pursuant to Division 20 of the California Water Code ("EMWD"), and BLC FLEMING LLC, a Delaware limited liability company ("Property Owner"), and relates to the formation by the City of a community facilities district known as "Community Facilities District No. 2022-3 (Legado) of the City of Menifee" (the "CFD) and Improvement Area Nos. 1 and 2 therein for the purpose of financing certain facilities to be owned, operated or maintained by the City or EMWD from proceeds of bonds issued by the CFD and the proceeds of special taxes levied by the CFD.
RECITALS:
The property ("Property") depicted in Exhibit "A" hereto, which is located in the City, County of Riverside, State of California, constitutes the land within the boundaries of the CFD.
B. Property Owner owns the Property included in the CFD. Property Owner intends to develop the Property for residential purposes. The Property is described in Exhibit "B" hereto.
The City received a petition in accordance with the Act (defined below) to form the CFD for the purpose of financing, among other things, certain public facilities to be constructed and owned and operated by EMWD (the "EMWD Facilities") in lieu of the payment of EMWD Fees (defined herein).
In conjunction with the issuance of permits for the construction of homes on the Property and/or receipt of water meters for such homes, the Property Owner, or its successors or assigns, may elect to advance EMWD Facilities costs in lieu of payment of EMWD Fees (the "Advances") before Bond Proceeds (defined herein) are available in sufficient amounts to pay for EMWD Facilities. In such case, the Property Owner shall be entitled to (i) reimbursement of such Advances limited to Bond Proceeds available to EMWD, if any (the Advances being considered an interest free loan by the Property Owner with no repayment obligation except to the extent there are Bond Proceeds received by or made available to EMWD as described herein, all as further described in Section 5(a) below), and (ii) credit against EMWD Fees which would otherwise be due to EMWD equal to the amount of Bond Proceeds disbursed to EMWD or at the direction of EMWD for EMWD Facilities, all as further described herein.
The City will have sole discretion and responsibility for the formation and administration of the CFD.
4865-2368-9006v4/200299-0011
The City is authorized by Section 53313.5 of the Act to assist in the financing of the acquisition and/or construction of the EMWD Facilities. This Agreement constitutes a joint community facilities agreement, within the meaning of Section 53316.2 of the Act, by and among EMWD, the Property Owner and the City, pursuant to which the CFD, when and if formed, will be authorized to finance the acquisition and/or construction of all or a portion of the EMWD Facilities.
As authorized by Section 53316.6 of the Act, responsibility for constructing, providing for and operating the EMWD Facilities is delegated to EMWD.
G. The Parties (defined below) hereto find and determine that the residents residing within the boundaries of EMWD, the City and the CFD will be benefited by the construction and/or acquisition of the EMWD Facilities and/or the Acquisition Facilities and that this Agreement is beneficial to the interests of such residents.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties hereto agree as follows:
1. Recitals. Each of the above recitals is incorporated herein and is true and correct.
2. Definitions. Unless the context clearly otherwise requires, the terms defined in this Section shall, for all purposes of this Agreement, have the meanings herein specified. (commencing with Section m1) of Patel oF Div Con 2 or it as ties California, Chernment "Advance" or "Advances" means an amount advanced by Property Owner to EMWD for EMWD Facilities in lieu of payment of EMWD Fees prior to the availability of sufficient Bond Proceeds. Advances shall be deemed payment of EMWD Fees to the extent sufficient Bond Proceeds are not received by or made available to EMWD. (c) "Bond Proceeds" or "Proceeds of the Bonds" shall mean those net funds generated by the sale of the Bonds and investment earnings thereon, net of costs of issuance, reserve fund, capitalized interest and administrative expenses, and may include net funds generated by the levy of Special Taxes and investment earnings thereon.
(d) "Bond Resolution" means that Resolution, Resolution Supplement, Fiscal Agent Agreement, Indenture of Trust or other equivalent documents) providing for the issuance of the Bonds.
(e) "Bonds" shall mean those bonds, or other securities, issued by, or on behalf of the CFD, in one or more series, as authorized by the qualified electors within the CFD. (f) "Disbursement Request" means a request for payment relating to EMWD Facilities in the form attached hereto as Exhibit "D."
"EMWD Fees" means water supply development fees, water backup fees, sewer backup fees, sewer treatment capacity charges and all components thereof imposed by EMWD upon the Property to finance EMWD Facilities.
2 4865-2368-9006v4/200299-0011
(h) "EMWD Facilities" means those sewer and water facilities listed on Exhibit "C" hereto, which are necessary for the provision of water and sewer services to the Property and paid for with Bond Proceeds in lieu of the payment of EMWD Fees. "Other Facilities Account of the Improvement Fund" means the fund, account or subaccount of the CFD (regardless of its designation within the Bond Resolution) into which a portion of the Bond Proceeds may be deposited in accordance with the Bond Resolution to finance EMWD Facilities and which may have subaccounts.
(i) "Party" or "Parties" shall mean any one or all of the parties to this Agreement. "Rate and Method" means the Rate and Method of Apportionment of the Special Tax for Improvement Area No. 1 or Improvement Area No. 2, authorizing the levy and collection of Special Taxes pursuant to proceedings undertaken for the formation of the CFD pursuant to the Act.
(1) "Special Taxes" means the special taxes authorized to be levied and collected within Improvement Area No. 1 or Improvement Area No. 2 pursuant to the applicable Rate and Method.
(m) "State" means the State of California.
3. Formation of the CFD. The City has undertaken to analyze the appropriateness of forming the CFD and Improvement Area No. 1 and Improvement Area No. 2 therein to finance the EMWD Facilities and other facilities. The City has and will retain, at the expense of the Property Owner, the necessary consultants to analyze the formation of the CFD.
4. Sale of Bonds and Use of Bond Proceeds. In the event that the CFD is formed and Bonds are issued, the City and the Property Owner shall determine the amount of Bond Proceeds to be deposited in the Other Facilities Account of the Improvement Fund and each subaccount thereof. As Bond Proceeds are transferred to EMWD and reserved to fund EMWD Facilities, as described in Section 5 below, the Property Owner shall receive a credit in the amount transferred against the payment of EMWD Fees with respect to the Property. Nothing herein shall supersede the obligation of an owner of the Property to make an Advance or pay EMWD Fees to EMWD when due. The purpose of this Agreement is to provide a mechanism by which the CFD may issue the Bonds and levy Special Taxes to provide a source of funds to finance EMWD Facilities in lieu of the payment of EMWD Fees. In the event that Bond Proceeds, including investment earnings thereon, are not available or sufficient to satisfy the obligation, then the Property Owner shall remain obligated to make an Advance for which it will receive no reimbursement (except to the extent Bond Proceeds later become available to EMWD), or pay EMWD Fees to EMWD as a condition of receiving water and sewer service to the Property.
The Bonds shall be issued only if, in its sole discretion, the City Council determines that all requirements of State and federal law and all City policies have been satisfied or have been waived by the City. Nothing in this Agreement shall confer upon EMWD or any owner of the Property, including Property Owner, a right to compel the issuance of the Bonds or the disbursement of Bond Proceeds to fund EMWD Facilities except in accordance with the terms of this Agreement. 3 4865-2368-9006v4/200299-0011
If and when the CFD determines to issue Bonds for Improvement Area No. 1 or Improvement Area No. 2, the CFD shall take such actions necessary in its reasonable discretion to ensure the total effective tax rate within Improvement Area No. 1 or Improvement Area No. 2, as applicable, does not exceed two percent (2%) at the time of Bond sale. The total effective tax rate shall be based on a method of determination of property values reasonably acceptable to the City. CFD shall not include EMWD's name on property owners' special tax bills within the CFD.
By entering into this Agreement and requisitioning Bond Proceeds as described herein, EMWD is not passing upon, determining or assuming the tax-exempt status of the Bonds for federal or California state income tax purposes.
Disbursements for EMWD Facilities.
(a) Upon the funding of the Other Facilities Account of the Improvement Fund with funds reserved to fund EMWD Facilities, the Property Owner shall notify EMWD of the amount of Bond Proceeds reserved to fund EMWD Facilities and the Property Owner and EMWD may execute and submit a Disbursement Request for payment to the City or the CFD requesting disbursement of an amount equal to all or a portion of Advances from the Other Facilities Account of the Improvement Fund to the extent that Bond Proceeds are available in the Other Facilities Account of the Improvement Fund for such purpose. Upon EMWD's receipt of funds pursuant to such Disbursement Request, the Property Owner shall receive reimbursement of the Advances from EMWD. To facilitate EMWD's bookkeeping, EMWD may direct in a Disbursement Request, that all or a portion of a payment be made directly from the Other Facilities Account to the Property Owner as reimbursement for Advances made by the Property Owner. In the event of a reimbursement to the Property Owner pursuant to the preceding sentence, EMWD shall account for an equivalent amount of Advances previously received from the Property Owner in accordance with Section 5(c) below.
To the extent that EMWD expends all or a portion of an Advance pending the deposit of Bond Proceeds in the Other Facilities Account of the Improvement Fund, for purposes of Treasury Regulations regarding investment and expenditure of Bond Proceeds and State law provisions regarding financing of public capital facilities, the Advance shall be a considered an interest free loan by the Property Owner, which EMWD only agrees to repay to the extent of the deposit, if any, of Bond Proceeds in the Other Facilities Account of the Improvement Fund and EMWD's written direction as described below to pay all or a portion of such deposit to the Property Owner as repayment of an Advance.
(b) From time to time following the funding of the Other Facilities Account of the Improvement Fund, the Property Owner may notify EMWD in writing and the Property Owner and EMWD may jointly request a disbursement from the Other Facilities Account of the Improvement Fund to fund EMWD Facilities by executing and submitting a Disbursement Request. Upon receipt of such Disbursement Request completed in accordance with the terms of this Agreement, the CFD shall wire transfer or otherwise pay to EMWD (or upon EMWD's written direction pay to the Property Owner or an EMWD contractor) such requested funds to the extent that Bond Proceeds are available in the Other Facilities Account of the Improvement Fund for such purpose. Upon such notice and EMWD's receipt of such disbursement (or upon payment to the Property Owner or an EMWD contractor in accordance with directions from EMWD relating to EMWD Facilities), the Property Owner shall be deemed to have satisfied the applicable EMWD Fees with respect to the number of dwelling units or lots for which the EMWD Fees would otherwise have been required in an amount equal to such disbursement.
4 4865-2368-9006v4/200299-0011
(c) EMWD agrees that prior to submitting a Disbursement Request requesting payment from the CFD it shall review and approve all costs included in its request and will have already paid or incurred such costs of EMWD Facilities from its own funds (which may include Advances from the Property Owner) subsequent to the date of this Agreement, or will disburse such amounts to pay the costs of EMWD Facilities following receipt of funds from the CFD. In the event that EMWD does not disburse any Bond Proceeds (or equivalent amount of Advances repaid pursuant to the second to the last sentence of the first paragraph of Section 5(a) above) received by it to third parties within five banking days of receipt, it will trace and report to the CFD all earnings, if any, earned by EMWD, from the date of receipt of such Bond Proceeds by EMWD (or the date of disbursement pursuant to the second to the last sentence of the first paragraph of Section 5(a) above) to the date of expenditure by EMWD for capital costs of the EMWD Facilities. Such report shall be delivered at least semiannually until all Bond Proceeds are expended by EMWD. EMWD agrees that in processing the above disbursements it will comply with all legal requirements for the expenditure of Bond Proceeds under the Internal Revenue Code of 1986 and any amendments thereto. (d) EMWD agrees to maintain adequate internal controls over its payment function and to maintain accounting records in accordance with generally accepted accounting procedures.
EMWD will, upon request, provide the City and/or the Property Owner with access to EMWD's records related to the EMWD Facilities and expenditure of Advances and will provide to the City its annual financial report certified by an independent certified public accountant for purposes of assisting the City in calculating the arbitrage rebate obligation of the CFD, if any.
The City or the CFD agrees to maintain full and accurate records of all amounts, and investment earnings, if any, expended from the Other Facilities Account of the Improvement Fund and expenditure of Advances. The City or the CFD will, upon request, provide EMWD and/or Property Owner with access to the City's or the CFD's records related to the Other Facilities Account of the Improvement Fund.
The City acknowledges that it is in receipt of and has reviewed the EMWD Comprehensive Debt Policy dated April 7, 202i ("Debt Policy"). At the time of formation of the CFD, the City and the CFD are in conformance with Section 3.1 of the Debt Policy and it is expected that the City and CFD will remain in conformance with Section 3.1 at the time of any Bond sale. However, City and EMWD acknowledge that the City has the ultimate responsibility for issuance of the Bonds, the administration of the CFD, and the tax-exempt status of any Bonds issued by the CFD.
Accordingly, the City Council shall have ultimate responsibility for making all decisions with respect to the issuance of any CFD Bonds and the levy of CFD Special Taxes.
Ownership of EMWD Facilities. The EMWD Facilities shall be and remain the property of EMWD.
7. Indemnification.
(a) Indemnification by the City. The City shall assume the defense of, indemnify and save harmless, EMWD, its officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of the City with respect to this Agreement and the issuance of the Bonds; provided, however, that the City shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees. 5 4865-2368-9006v4/200299-0011
(b) Indemnification by Property Owner. Property Owner shall assume the defense of, indemnify and save harmless, the City, the CFD and EMWD, their respective officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of Property Owner with respect to this Agreement; provided, however, that Property Owner shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees. (c) Indemnification by EMWD. EMWD shall assume the defense of, indemnify and save harmless, the City, the CFD and their respective officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of EMWD with respect to this Agreement, and the design, engineering and construction of the EMWD Facilities constructed by EMWD; provided, however, that EMWD shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees.
8 Allocation of Special Taxes. The entire amount of any Special Taxes levied by the CPD to repay Bonds, or to fund other obligations, shall be allocated to the CFD.
9. Amendment and Assignment. This Agreement may be amended at any time but only in writing signed by each Party hereto. This Agreement may be assigned, in whole or in part, by the Property Owner to the purchaser of any parcel of land within the Property, provided, however, such assignment shall not be effective unless and until EMWD and the City have been notified, in writing, of such assignment and the assignment specifies whether the Property Owner or such assignee is authorized to execute disbursement requests.
10. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the Parties with respect to the subject matter of this Agreement.
11. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to either Party shall be deemed to have been received when personally delivered or seventy-two hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows:
City: City of Menifee
29844 Haun Road
Menifee, CA 92586
Attention: Assistant City Manager
EMWD: Eastern Municipal Water District
P.O. Box 8300
2270 Trumble Road
Perris, CA 92572-8300
Attention: Special Funding Division
Email: [email protected]
6 4865-2368-9006v4/200299-0011
Property Owner: BLC Fleming LLC
100 Bayview Circle, Suite 240
Newport Beach, CA 92660
Attention: Noah Shih
Each Party may change its address for delivery of notice by delivering written notice of such change of address to the other Parties hereto. Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier upon the sender's receipt of written acknowledgement from the addressee, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.
12. Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference.
13. Attorney's Fees. In the event of the bringing of any action or suit by any Party against any other Party arising out of this Agreement, the Party in whose favor final judgment shall be entered shall be entitled to recover from the losing Party all costs and expenses of suit, including reasonable attorney's fees.
14. Interpretation in the event of Ambiguities or Disputes. The Parties acknowledge and agree that each has been given the opportunity to review this Agreement with legal counsel independently, and/or has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. In the event of an ambiguity in or dispute regarding the interpretation of same, the interpretation of this Agreement shall not be resolved by any rule of interpretation providing for interpretation against the Party who causes the uncertainty to exist or against the drafter.
15. Severability. If any part of this Agreement is held to be illegal or unenforceable by court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.
16. Governing Law. This Agreement and any dispute arising hereunder shall be governed by interpreted in accordance with the laws of the State of California.
17. Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by any other Party hereto, or the failure by a Party to exercise its rights upon the default of any other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by such other Party with the terms of this Agreement thereafter.
18. No Third Party Beneficiaries. No person or entity other than the CFD, when and if formed, shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than EMWD, the City, the CFD and Property Owner (and their respective successors and assigns, exclusive of individual homebuyers), any rights, remedies, obligations or liabilities under or by reason of this Agreement. 7 4865-2368-9006v4/200299-0011
19. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.
Termination. If the City determines and notifies the other Parties in writing that the CFD is unable to complete the sale of the Bonds, any obligation of the Parties, if any, to finance all or any EMWD Facilities with Bond Proceeds pursuant to this Agreement shall automatically terminate and be of no further force or effect.
21. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument. [REMAINDER OF PAGE LEFT BLANK]
4865-2368-9006v4/200299-0011
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above.
CITY OF MENIFEE
City Manager
ATTEST:
on tie in, boting
APPROVED AS TO FORM:
CITY ATTORNEY OF THE CITY OF MENIFEE
By:
[SIGNATURES CONTINUED ON NEXT PAGE.]
S-1
4865-2368-9006v4/200299-0011
EASTERN MUNICIPAL WATER DISTRICT
By:
Joe Mouawad, P.E., General Manager
ATTEST:
By Chili St
Sheila Zelaya, Board Secretary
PROPERTY OWNER
BLC FLEMING LLC,
a Delaware limited liability company
By: Bristol Land Company LLC,
a Delaware limited liability company
Its Authorized Agent
By:.
John R. Patterson
Its: Authorized Agent and Signatory
By:
Noah Shih
Its: Authorized Agent and Signatory
S-2
4865-2368-9006v4/200299-0011
EASTERN MUNICIPAL WATER DISTRICT
By:
Joe Mouawad, P.E., General Manager
ATTEST:
By:
Sheila Zelaya, Board Secretary
PROPERTY OWNER
BLC FLEMING LLC,
a Delaware limited liability company
By: Bristol Land Company LLC,
a Delaware limited liability company
Its Authorized Agent
By:
John R. Pattersor
Its: Authorized Agent and Signatory
By:
Its: Authorized Agent and Signatory
S-2
4865-2368-9006v4/200299-0011
EXHIBIT "A"
COMMUNITY FACILITIES DISTRICT NO. 2022-3 (LEGADO)
OF THE CITY OF MENIFEE
DEPICTION OF PROPERTY
A-1
4865-2368-9006v4/200299-0011
4865-2368-9006v4/200299-0011 SHEET 1 OF 4 SHEETS
PROPOSED BOUNDARY MAP
COMMUNITY FACILITIES DISTRICT NO. 2022-3
(LEGADO)
CITY OF MENIFEE,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
I HEREBY CERTIFY THAT THE WITHIN MAP SHOWING PROPOSED RECORDED THIS DAY OF O'CLOCK M IN BOOK 20__ AT BOUNDARIES OF COMMUNITY FACILITIES DISTRICT NO. 2022-3 THE HOUR OF (LEGADO), CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF MAPS OF ASSESSMENT AND COMMUNITY
OF CALIFORNIA, WAS APPROVED BY THE CITY COUNCIL FACILITTES DISTRICTS IN THE OFFICE OF THE COUNTY
OF THE CITY OF MENIFEE AT A REGULAR MEETING RACOR THE COUNTY OF RIVERSIDE, STATE OF
THEREOF, HELD ON DAY OF
BY RESOLUTION NO.
PETER AIDANA ASSESSOR, COUNTY CLERK. RECORDER
CITY CLERK
CITY OF MENIFEE VITTLE DEPUTY
FILED IN THE OFFICE OF THE CITY CLERK, CITY OF MENIFEE, IMPROVEMENT AREA 1 (SHEET 2)
THIS.. DAY OF ...
CITY CLERK
CITY OF MENIFEE 333-020-019 333-020-011
IMPROVEMENT AREA 2
(SHEET 3)
CHAMBERS -AVE
LEGEND
MENIFEE\
..... E/PROVIDIT ARZADSUNDERY
AND IS NOT TO BE INCLUDED IN GRO NO. 2023
w-
SPICER O SULTING i, 025 , 2500 Feet
4865-2368-9006v4/200299-0011 PROPOSED BOUNDARY MAP SHEET 2 OF 4 SHEETS COMMUNITY FACILITIES DISTRICT NO. 2022-3
(LEGADO)
CITY OF MENIFEE,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
SETT CUTLE
Fe.#
ya
A-3
TIL IMPROVEMENT AREA 1
LEGEND
SE: BOLNDART
TAN IT POLDANY
SPICER CONBULTING 375 8- 1.500 Feet
J
4865-2368-9006v4/200299-0011 SHEET 3 OF 4 SHEETS
PROPOSED BOUNDARY MAP
COMMUNITY FACILITIES DISTRICT NO. 2022-3
COUNTY OF RIVERSIDE SATE OF CALFORNIA
IMPROVEMENT AREA 2
A-4
-CHAMBERS •-AVE-
LEGEND
ERD BOLNDART
LUPRIVENES: AKLANCERN:
TAX BONE HOLINDARY
TAKEONE
SPICER ONSULTING i 375 1.600 Fest
4865-2368-9006v4/200299-0011 SHEET 4 OF 4 SHEETS
PROPOSED BOUNDARY MAP
COMMUNITY FACILITIES DISTRICT NO. 2022-3
(LEGADO)
CITY OF MENIFEE,
COUNTY OF RIVERSIDE, STATE ÓF CALIFORNIA
COMMUNITY FACILITIES DISTRICT NO. 2022-3 COMMUNITY FACILITIES DISTRICT NO. 2022-3 IMPROVEMENT AREA NO. 1 IMPROVEMENT AREA NO. 2
LEGAL DESCRIPTION LEGAL DESCRIPTION
MERE COET ONE SO, A DE LEGRA, NOSE AS SOLAR DESCE AS IN THE CAT OF * PORTO OF THE OR AT A TESTE OF OE OF A MORE STULA DESIRES AS THE CY OF COMMENCING EASTERLY QUARTER CORNER OF SAID SECTION 22 SAID CORNER ALSO BEING THE CENTERLINE INTERSECTION SOUTH 010 45 149 E TENCE SEAN NG NO 2, EN TE NOCT 52720 5, FE TO 72. OF ANTELOPE ROAD (59 FEET HALF WIDTH) AND CHAMBERS AVENUE (60 FEET NORTHERLY HALF WIDTH); THENCE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 957.00 FEET: THENCE ALONG SAID CENTERLINE OF CHAMBERS AVENUE, NORTH 88'29'18" EAST, 59.02 FEET TO THE TRUE POINT OF BEGINNING; NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10'0759", DISTANCE OF 169.25 FEET; THENCE THENCE CONTINUING ALONG SAID CENTERLINE, NORTH 88*29'18" WEST, 1255.60 FEET; THENCE CONTINUING ALONG SOUTH 36*40'39" WEST, 47.37 FEET; THENCE SOUTH 12°2743" WEST, 98.65 FEET; THENCE SOUTH 1 "30' 42" WEST, 190.00 SAID CENTERLINE LINE, NORTH 88°30'55" WEST, 1314.89 FEET TO THE CENTERLINE INTERSECTION OF CHAMBERS AVENUE FEET: THENCE SOUTH 8829'18" EAST, 69.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY AND AND SHERMAN ROAD (63 FEET EASTERLY HALF WIDTH AND 59 FEET WESTERLY HALF WIDTH); THENCE ALONG SAID HAVING A RADIUS OF 270.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 8*28'05", CHAMBERS AVENUE SO RE HALF MO: THESE ALONG SAID OTHERE OMAR TA S A DISTANCE OF 39.90 FEET; THENCE SOUTH 80°01'13" EAST, 6.31 FEET; THENCE SOUTH 35"01'13" EAST, 18.38 FEET; THENCE WEST, 2029.78 FEET; THENCE LEAVING SAID NORTHERLY RIGHT-OF-WAY, NORTH 0*04'S1" WEST, 815.58 FEET; 219.31 FEET: THENCE SOUTH 1GA*27'00" WEST, 211.20 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY THENCE NORTH 89*55'09" EAST, 207 28 FEET; THENCE SOUTH 87*16'44" EAST, S83.00 FEET; THENCE SOUTH AND HAVING A RADIUS OF 800.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE 78*33'22" EAST, 73.02 FEET; THENCE SOUTH 73Â*29'16" EAST, 60.09 FEET; THENCE SOUTH 684*33'00" EAST, 60.09 FEET; OF 19Â*30'03", A DISTANCE OF 272.28 FEET; THENCE NORTH 89Å*18'47" WEST, 1758.52 FEET; HENCE SOUTH THENCE SOUTH 64Å*OS'19" EAST 60.12 FEET: THENCE SOUTH 57*52'47 EAST, 58.13 FEET; THENCE SOUTH 24*41"13" WEST. 35.80 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS 55°20'53" EAST, 106.20 FEET; THENCE NORTH 34*39'07" EAST, 249.86 FEET TO THE BEGINNING OF A TANGENT CURVE OF 500.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 33Â*57'54", CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 500.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE A DISTANCE OF 296.40 FEET; HENCE SOUTH 34*39'07* WEST, 249.86 FEET; THENCE NORTH 55*20'53" WEST, 106.20 THROUGH A CENTRAL ANGLE OF 33*57'54", A DISTANCE OF 296.40 FEET; THENCE NORTH 0*41"13" EAST, 35.80 FEET; FEET: THENCE NORTH 57°S2'47" WEST, 58.13 FEET; THENCE NORTH 64°05'19" WEST, 60.12 FEET; THENCE NORTH 68°33'00" THENCE SOUTH 89*18'47" EAST, 1758.52 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE EASTERLY AND NEST, G0.09 FEET; THENCE NORTH 73'29'16 WEST, 60.09 FEET; THENCE NORTH 78*33'22" WEST, 73.02 FEET; HAVING A RADIUS OF 800.00 FEET, TO WHICH A RADIAL LINE BEARS NORTH 86*56'57" EAST; THENCE NORTHERLY THENCE NORTH 8716'44" WEST, 583.00 FEET; THENCE SOUTH 89°55'09" WEST, 207.28 FEET: HENCE NORTH ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19*30'03°, A DISTANCE OF 272.28 FEET; THENCE NORTH 0*04'51" WEST, 688.42 FEET; THENCE SOUTH 89"55'09" WEST, 37.87 FEET; THENCE NORTH 57*44'17" WEST, 511.66 16'2700" EAST, 211.20 FEET; THENCE SOUTH 73*33'00" EAST, 219.31 FEET; THENCE SOUTH 38*29'18" EAST, FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF ENCANTO DRIVE (30 FEET HALF-WIDTH); HENCE NORTHERLY ALONG 939.90 FEET: THENCE NORTH 9'58'47" EAST, 92.36 FEET; THENCE NORTH 350113" WEST, 18.38 FEET; THENCE NORTH 80'0113" WEST, 6.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A THENCE NORTH 0°04'51" WEST, 60.00 FEET; THENCE SOUTH 89*55'09" WEST, 67.00 FEET TO SAID WESTERLY RIGHT-OF-WAY RADIUS OF 270.00 FEET: THENCE WESTERY ALONG SAID CURVE THROUGH A CENRAL ANGLE OF 8*28'05", A LINE; THENCE CONTINUING ALONG SAID WESTERLY RIGHT-OF-WAY LINE,NORTH 0°04'1" WEST, 434.62 FEET; THENCE DISTANCE OF 39.90 FEET: THENCE NORT 88'29'18" WEST, 69.64 FEET; THENCE NORTH 1 30'42" EAST, 190.00 FEET; SOUTH 89*28'47" EAST. 152.81 FEET: THENCE NORTH 0°04'51 WEST, 185.28 FEET TO A LINE PARALLEL WITH AND 70 FEET THENCE NORTH 12'27 43" EAST, 98.65 FEET; THENCE NORTH 36*40'39" EAST, 47.37 FEET TO THE BEGINNING OF A SOUTHERLY OF THE NORTHERLY LINE OF SAID SECTION 22; THENCE ALONG SAID PARALLEL LINE, SOUTH 89"18'47" EAST, NON-TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 957.00 FEET, TO WHICH A RADIAL 2345.51 FEET; THENCE NORTH 0*05'18" WEST, 20.00 FEET TO A LINE PARALLEL WITH AND SO FEET SOUTHERLY OF THE LINE BEARS NORTH 36*4039" EAST: THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF NORTHERLY LINE OF SAID SECTION 22; THENCE ALONG SAID PARALLEL LINE, SOUTH 89*18'54" EAST, 1343.02 FEET; THENCE 10'07'59", A DISTANCE OF 169.25 FEET; THENCE SOUTH 63*27'20 EAST 133.65 FEET TO SAID EASTERLY SECTION LINE JORTH 0'41'06 EAST. 50.00 FEET TO THE NORTHLY LINE OF SAID SECTION 22; THENCE ALONG SAID EASTERLY SECTION LINE, SOUTH 0°08'09" EAST, 203.93 FEET TO A POINT SECTION LINE, SOUTH 89*18'54" EAST, 1283.57 FEET TO THE POINT OF BEGINNING. ON THE WESTERLY RIGHT OF WAY LINE OF ANTELOPE ROAD (VARIABLE WIDTH), SAID POINT ALSO BEING THE BEGINNING CONTAINING: 151.68 ACRES, MORE OR LESS. OF A NON-TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1211.00 FEET, TO WHICH A RADIAL LINE BEARS SOUTH 71*3900* EAST: THENCE SOUTHWESTERLY ALONG SAID WESTERLY RIGHT-OF-WAY LINE AND CURVE THROUGH A CENTRAL ANGLE OF14*52'14", A DISTANCE OF 314.31 FEET; THENCE CONTINUING SOUTHERLY ALONG SAID WESTERLY RIGHT-OF-WAY LINE, SOUTH 3° 28'46" WEST, 287.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 1459.00 FEET: THENCE CONTINUING SOUTHERLY ALONG SAID WESTERLY RIGHT-OF-WAY LINE AND SAID CURVE THROUGH A CENTRAL ANGLE OF 7*39'17", A DISTANCE 194.92 FEET; THENCE CONTINUING SOUTHERLY ALONG SAID WESTERLY RIGHT-OF-WAY LINE, SOUTH 4° 10'31" EAST, 215.22 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 1341.00 FEET; THENCE CONTINUING SOUTHERLY ALONG SAID WESTERLY RIGHT-OF-WAY LINE AND CURVE THROUGH A CENTRAL ANGLE OF 4°02'22", A DISTANCE OF 94.54 FEET; THENCE CONTINUING ALONG SAID RIGHT-OF-WAY LINE, SOUTH 0'08'C9" EAST, 655.33 FEET TO THE TRUE POINT OF BEGINNING.
SPİCER ONSULTING CONTAINING: 132.00 ACRES, MORE OR LESS.
EXHIBIT "B"
COMMUNITY FACILITIES DISTRICT NO. 2022-3 (LEGADO)
OF THE CITY OF MENIFEE
DESCRIPTION OF PROPERTY
Assessor Parcel Nos. (as set forth in the County of Riverside Assessor's Fiscal Year 2021-22 Roll):
333-020-019
333-020-011
B-1
4865-2368-9006v4/200299-0011
EXHIBIT "C"
COMMUNITY FACILITIES DISTRICT NO. 2022-3 (LEGADO)
OF THE CITY OF MENIFEE
EMWD FACILITIES DESCRIPTION
The type of EMWD Facilities eligible to be financed by the CFD under the Act are as follows:
Those water and sewer facilities included in EMWD's water and sewer capacity and connection tee programs used to finance expansion projects, exclusive of in-tract facilities contributed materials testing, coordination, surveying, construction staking, construction, inspection and any and all appurtenant facilities and appurtenant work relating to the foregoing.
C-1
4865-2368-9006v4/200299-0011
EXHIBIT "D"
COMMUNITY FACILITIES DISTRICT NO. 2022-3 (LEGADO)
OF THE CITY OF MENIFEE
DISBURSEMENT REQUEST FORM
(EMWD Facilities)
City of Menifee Community Facilities District No. 2022-3 (Legado) of the City of Menifee ("CFD") is hereby requested to pay from the CFD bond proceeds ("Bond Proceeds") to Eastern Municipal Water District ("EMWD"), as Payee, or to EMWD's designee, the sum set forth in 3 below.
The undersigned certifies that the amount requested for EMWD Facilities is due and payable, has not formed the basis of prior request or payment, and is being made with respect to the connection of the property described below to the EMWD system.
Amount requested: $
For Tract/Lot Nos:
The amount set forth in 3 above is authorized and payable pursuant to the terms of the Joint Community Facilities Agreement, by and among the City of Menifee, EMWD and BLC Fleming LLC, dated _ 2022 (the "Agreement"). Capitalized terms not defined herein shall have the meaning set forth in the Agreement. EMWD shall spend the Bond Proceeds allocated hereby in accordance with the requirements set forth in Section 5 of the Agreement.
By entering into the Agreement and requisitioning Bond Proceeds as described herein, EMWD is not passing upon, determining or assuming the tax-exempt status of the Bonds for federal or California state income tax purposes.
PROPERTY OWNER
BLC FLEMING LLC,
a Delaware limited liability company
By: Bristol Land Company LLC,
a Delaware limited liability company
Its Authorized Agent
By:
John R. Patterson
Its: Authorized Agent and Signatory
By:
Noah Shih
Its: Authorized Agent and Signatory
D-1
4865-2368-9006v4/200299-0011
EASTERN MUNICIPAL WATER DISTRICT
By:_
Name:_
Title:_
Date:
cc: EMWD Special Funding District
E-2
4865-2368-9006v4/200299-0011