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C15-14 Fee Credit Agreement for Community Facilities District 93-1 Improvement Area Nos. 8E and 8F CITY OF BEAUMONT COMMUNITY FACILITIES DISTRICT NO. 93-1 IMPROVEMENT AREA NOS.8E AND 8F FACILITIES AND FEE CREDIT AGREEMENT THIS FACILITIES AND FEE CREDIT AGREEMENT (the "Agreement") is dated as of July 21,2015, by and among the CITY OF BEAUMONT, a municipal corporation organized and existing under the laws and Constitution of the State of California, hereinafter referred to as "City," COMMUNITY FACILITIES DISTRICT NO.93-1 OF THE CITY OF BEAUMONT, a community facilities district created in accordance with Section 53311 et. seq. of the Government Code of the State of California and PARDEE HOMES, a California corporation,hereinafter referred to as"Property Owner." RECITALS A. The City has completed the formation of Community Facilities District No. 93-1 ("CFD No. 93-1") and has conducted proceedings to authorize the levy of special taxes and the issuance of bonds with respect to Improvement Area Nos. 8E and 8F within CFD No. 93-1 (each, an "Improvement Area") to fund the construction, acquisition and installation of various facilities (the"Authorized Facilities") specified in said proceedings. Those Authorized Facilities to be acquired from Property Owner with available Special Taxes and Bond Proceeds pursuant to this Agreement are described in Exhibit"B", and each is referred to as a "Facility" or, collectively, as "Facilities". As set forth in Section 3 below, Exhibit"B"may be modified at any time with the written consent of the City Manager and Property Owner. B. The Property Owner owns and is developing certain real property in the City pursuant to the Sundance Specific Plan and that certain Development Agreement between the City and Property Owner (Instrument No. 2006-0172944 recorded on March 10, 2006 in the Riverside County Recorder's Office), which property is included in the Improvement Areas (the "Property"), as described in Exhibit"A" hereto. The Property has been determined to benefit from the Authorized Facilities. C. The special taxes of each Improvement Area(the "Special Taxes") that are levied prior to the issuance and sale of the bonds and the proceeds of the bonds(which may be issued in one or more series) secured by the Special Taxes(the"Bonds")shall be used to finance and fund the Authorized Facilities as provided in this Agreement. D. The parties hereto desire to provide funding for construction or acquisition of a portion of the Authorized Facilities and, to the extent proceeds of the Special Taxes and Bonds are available,the Facilities. E. The City and CFD No. 93-1 are authorized under Articles 1 through 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California to enter into a joint exercise of powers agreement in order to facilitate the acquisition and construction of the Facilities. #147676 v5 4000.88 7/23/2015 1 F. The Property is subject to various facility impact fees established or administered by the City (the"Fees"), as further described in Exhibit"D"hereto, which shall be fully satisfied with the proceeds of the Special Taxes and Bonds and/or as the result of Property Owner's construction of Facilities that are included in the Fees program. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below,the parties hereto agree as follows: AGREEMENT 1. Recitals. The above recitals and each of them are true and correct and are incorporated herein and become a part of this Agreement. 2. Deposit of Special Taxes and Bond Proceeds. Pursuant to the Rate and Method of Apportionment of Special Taxes for each Improvement Area (the "RMA"), the City shall levy Special Taxes on assessor's parcels classified as "Developed Property" in each fiscal year they are so classified prior to the issuance of Bonds of the Improvement Area in order to pay administrative expenses of the Improvement Area and to fund Authorized Facilities. In addition, a property owner may elect to prepay its Special Taxes prior to the issuance of Bonds of the Improvement Area. Special Taxes collected by the City prior to the issuance of Bonds and not required to pay administrative expenses of the Improvement Area and fund costs related to the first series of Bonds of the Improvement Area shall be utilized by the City, in its sole discretion,to fund the costs of Authorized Facilities. The Supplemental Indenture to be entered into in connection with the issuance of the Bonds of each Improvement Area shall establish with the Trustee of CFD No. 93-1 a Construction Fund (the"Construction Fund") for the Improvement Area. Upon issuance of the Bonds,the proceeds of the Bonds not required to pay costs of issuance, to fund a reserve fund to be held by the trustee for bonds issued by the Beaumont Financing Authority, and to fund capitalized interest shall be deposited in the Construction Fund. 3. Estimated Cost of the Facilities and Maximum Bond Authorization. The estimated cost of the Facilities is listed in Exhibit"B". Facilities may be added to Exhibit"B" and the description of Facilities and the estimated costs thereof may be modified at any time with the written consent of the City Manager and Property Owner. Notwithstanding anything in this Agreement or the proceedings to establish and authorize the Improvement Area to the contrary, the maximum amount of Bonds that may be issued for the Improvement Areas shall be $13 million with respect to Improvement Area 8E and $9 million with respect to Improvement Area 8F. 4. Facilities to be Paid for by the Improvement Areas. The City and the Property Owner have determined that the funding of Authorized Facilities in satisfaction of the Fees applicable to the Property within each Improvement Area and the funding of the acquisition of Facilities from available funds deposited in the Construction Fund for each Improvement Area shall be prioritized as follows: #I47676 v5 4000.88 7/23/2015 2 (a) First Priority: Twenty percent (20%) of the amount deposited in the Construction Fund shall be disbursed to the City as required by the Community Facilities District Energy and Water Conservation Agreement between the City and Property Owner dated August 17, 2010, as amended (the "CFD Agreement"), and used by the City to fund any Authorized Facilities including, without limitation, a new Fire Station, the Potrero Interchange, Oak Valley Parkway and salt mitigation facilities or any other Authorized Facilities as directed by the City Council. If such amount exceeds the remaining amount to which the City is entitled pursuant to the CFD Agreement, only the remaining amount shall be disbursed to the City pursuant to this First Priority. (b) Second Priority: Payment to the City of an amount equal to the current amount of the Fees at the time of issuance of the Bonds for all development proposed for the portion of the Property within the Improvement Area, less the amount of Special Taxes previously disbursed to the City for Authorized Facilities, less any credit against the Fees granted to Property Owner for Facilities previously constructed by Property Owner. (c) Third Priority: The remaining funds shall be disbursed to the Property Owner in payment of the unpaid portion of the Purchase Price of the Facilities described in Exhibit"B". 5. Facilities May Be Constructed by the City. The City may construct Authorized Facilities with funds in the Construction Fund that are disbursed to the City's fund for the deposit of Fees pursuant to the First and Second Priority in Section 4 above (the "Mitigation Fee Fund"), including, without limitation, those Authorized Facilities described in Section 4(a) above. 6. Cost Overruns Resulting from Construction of Facilities. CFD No. 93-1 shall have no liability to the City or the Property Owner for cost overruns (amounts expended in excess of the estimated costs set forth in Exhibit"B") incurred on Facilities or for Property Owner's inability to construct or complete the Facilities. The City shall have no liability to CFD No. 93-1 or the Property Owner for cost overruns incurred on Facilities or inability to construct or complete all of the Facilities. 7. Authorized Costs. CFD No. 93-1 and the City shall strictly account for the expenditure of bond proceeds according to accepted accounting practices for public agencies in Southern California. It is the intention of the parties that payments from the funds and accounts shall be disbursed only in connection with properly completed payment request forms with appropriate supporting documentation for reasonable costs and expenses paid or incurred including, without limitation, any amounts owing under any construction contract entered into by the City for Authorized Facilities or Property Owner for the Facilities. Administrative costs of the City and CFD No. 93-1 shall include, but are not limited to,the costs of preparing or causing to be prepared by contract the bid documents, all fees and costs incurred in obtaining permits, licenses, rights-of-way or easements, and planning, environmental engineering, legal, fiscal, plan check and inspection fees and land acquisition costs. Administrative costs of the Property Owner with respect to design, engineering and bid documents shall include, but are not limited to, the reasonable costs of preparing the bid documents, all reasonable fees and costs incurred in obtaining permits, licenses,rights-of-way or easements, and reasonable planning, environmental, #I47676 v5 4000.88 7/23/2015 3 engineering, construction administration and supervision, legal, fiscal, plan check and inspection fees. Upon issuance of the Bonds of an Improvement Area and submission of applicable invoices, Property Owner shall be reimbursed from the costs of issuance fund (or at the written direction of the Property Owner,the costs may be paid to the parties indicated on such invoices) as a cost of issuance for (i)legal fees and costs and(ii)for special tax consultant fees incurred in connection with formation of the Improvement Area, establishment of the RMA and issuance of the Bonds; provided, however, that the aggregate amount for (i) and (ii) shall not exceed $50,000. 8. Bidding, Contracting, Construction and Payment Requirements for Facilities Constructed by Property Owner. This Section 8 shall apply only with respect to any Facilities to be constructed by the Property Owner and acquired with funds in the Construction Fund. (a) Bidding and Contracting. Upon completion of the bid documents for a Facility to be constructed by Property Owner and acquired with funds in the Construction Fund, Property Owner may proceed to solicit bids for the construction of the Facility and award and administer such contract in accordance with the following requirements: (i) Property Owner shall solicit bids for the construction of the Facility from at least three (3)qualified contractors,provided Property Owner determines at least three(3)qualified contractors are reasonably available. (ii) The bidding response time shall not be less than ten(10) working days. (iii) Upon request,the City Manager shall be provided a copy of the bid package,bid submittals and tabulation of bid results prior to award of the bid. (iv) Property Owner may authorize changes to construction contracts awarded for the construction of Facility without the prior approval of the City where such changes are consistent with the approved plans for the Facility(the"Plans"). (b) Performance and Payment Bonds. Property Owner agrees to comply with all applicable performance and payment bonding requirements of the City (and other applicable public entities and/or public utilities) with respect to the construction of the Facilities to be constructed by Property Owner and acquired by City with funds in the Construction Fund. Performance and payment bonds shall be required of the Property Owner with respect to Facilities to be constructed by Property Owner in accordance with the City's standard subdivision requirement, notwithstanding that moneys may be available in the Construction Fund to pay the Purchase Price (defined below) of a Facility; provided that all contractors and/or subcontractors employed by the Property Owner in connection with the construction of such Facilities shall provide labor and materials and performance bonds which name the City as an additional insured. Rather than requiring the contractors or subcontractors to provide such bonds, Property Owner may elect to provide same for the benefit of their contractors and subcontractors, subject to their acceptance by the City Council. #147676 v5 4000.88 7/23/2015 4 (c) Inspection. Upon the City's determination that construction of a Facility has been completed in accordance with the Plans, the City shall immediately notify Property Owner in writing that the construction of such Facility has been satisfactorily completed. No payment of the Final Increment (defined below) of the Purchase Price of a Facility hereunder shall be made by the City to the Property Owner for a Facility until the Facility has been inspected and found to be completed in accordance with the approved Plans by the City and the City is prepared to accept the completed Facility after the expiration of the maintenance or warranty period required by the City (which shall be one year from the date of the final inspection)(the "Acceptance Date"). The City shall make or cause to be made periodic site inspections of the Facilities. The reasonable costs incurred by the City in inspecting and approving the Facilities and all related permit and other similar fees of the City applicable to construction of such Facilities shall be eligible costs for reimbursement from funds in the Construction Fund. (d) Acquisition of Facilities. Upon completion of a Facility, Property Owner hereby agrees to sell the Facility to the City and the City hereby agrees to use available funds in the Construction Fund to pay the Purchase Price thereof to the Property Owner, subject to the terms and conditions hereof. CFD No. 93-1 shall not be obligated to finance the Final Increment of the Purchase Price of any Facility until the Facility is completed and the Acceptance Date for such Facility has occurred; provided that the City agrees hereunder to make payments to the Property Owner of the Base Increment(defined below) of the Purchase Price of a Facility when the Facility is Substantially Complete (defined below). Property Owner acknowledges that the City shall not accept a Facility until the entire Facility has been completed. The City acknowledges that a Facility does not have to be accepted by the City as a condition precedent to the payment of the Base Increment of the Purchase Price therefor when the Facility has been Substantially Completed. In any event, the City shall not be obligated to pay the Purchase Price for any Facility except from available funds in the Construction Fund. For purposes of this Agreement the term"Substantially Complete(d)"with respect to a Facility means that such Facility is substantially complete in accordance with its Plans and is available for use by the public for its intended purpose, notwithstanding (i) any final "punch list" items or final completion items still required to be completed, unless such items are required for the safe operation of such Facility. For example, a final completion item that is not required for the safe operation of a street would be the final asphalt cap or final lift. (e) Payment Requests. In order to receive the Base Increment of the Purchase Price of a Facility, inspection thereof under Section 8(c) shall have been made and the Property Owner shall deliver to the City Manager a Payment Request in the form of Exhibit"C" hereto for such Facility, together with all supporting documentation evidencing the authorized costs of the Facility. In order to receive the Final Increment of the Purchase Price of a Facility on or following the Acceptance Date, Property Owner shall deliver to the City Manager (i) a Payment Request in the form of Exhibit"C"hereto for such Facility,together with all supporting documentation evidencing the authorized costs of the Facility not approved in any prior Payment Request submitted for the Facility, (ii)if the property on which the Facility is located is not owned by the City at the time of the request, a copy of the recorded documents conveying to the City acceptable title to the real property on, in or over which such Facility is located, as described in Section 12 hereof, (iii)a copy of the recorded notice of completion of such Facility #147676 v5 4000.88 7/232015 5 (if applicable), and (iv)to the extent paid with funds in the Construction Fund, an assignment to CFD No. 93-1 of any reimbursements that may be payable with respect to the Facility, such as public or private utility reimbursements. The amount to be paid from the Construction Fund with respect to a Facility constructed by Property Owner and acquired by the City shall be referred to herein as the "Purchase Price." The Purchase Price of a Facility may include the following substantiated costs,to the extent Property Owner includes such costs in a Payment Request: (i)the costs of the construction (excluding grading) of the Facility; (ii)the costs incurred by the Property Owner in preparing the Plans for such Facility and the related costs of environmental permits required for the Facility; (iii)the fees paid to governmental agencies for, and all other costs incurred in connection with obtaining permits, licenses or other governmental approvals for such Facility; (iv) professional costs incurred by the Property Owner or the City associated with such Facility, such as engineering, legal, inspection, construction staking, materials testing and similar professional services; (v) costs directly related to the construction and/or acquisition of a Facility, such as costs of payment, performance and/or maintenance bonds, and insurance costs (including costs of any title insurance required hereunder); and (vi) cost of acquiring from unrelated third parties any real property or interest therein required to construct or operate the Facility. Upon receipt of a Payment Request (including all accompanying supporting documentation evidencing the authorized costs), the City Manager shall conduct a review in order to confirm that such request is complete, that such Facility identified therein was constructed in accordance with the Plans therefor, and to verify and approve the authorized costs of such Facility specified in such Payment Request. The City Manager shall also conduct such review as is required in his discretion to confirm the matters certified in the Payment Request. Property Owner agrees to cooperate with the City Manager in conducting each such review and to provide the City Manager with such additional information and documentation as is reasonably necessary for the City Manager to conclude each such review. Within ten(10) business days of receipt of any Payment Request, the City Manager shall state whether the Payment Request is nevertheless approved and complete for any one or more Facilities and any such Facilities shall be processed for payment under this Section 8(e) notwithstanding such partial denial. Upon approval of the Payment Request by the City Manager, the City Manager shall sign the Payment Request and forward the same to the Trustee for payment under the applicable provisions of the Indenture, to the extent of funds then on deposit in the Construction Fund. Any approved Payment Request not paid due to an insufficiency of funds in the Construction Fund shall be paid promptly following the deposit into the Construction Fund of proceeds of any investment earnings, special taxes or other amounts transferred to the Construction Fund under the terms of the Indenture. Subject to the limitations described below, the actual amount to be paid for a Facility that has been Substantially Completed shall equal 75% of the Purchase Price of the Facility (the "Base Increment"). The actual amount to be disbursed for a Facility following the Acceptance Date for the Facility shall equal 100% of the Purchase Price of the Facility less any #147676 v5 4000.88 7232015 6 amounts previously paid with respect to the Facility pursuant to an approved Payment Request (the"Final Increment"). 9. Capitalized Interest. The CFD No. 93-1 bond proceedings shall provide for at least six (6) months capitalized interest with respect to the Improvement Area; provided, that the Property Owner may agree, at its sole election, in writing to an alternate amount, not greater than twenty-four(24) months of capitalized interest, after consultation with the City and CFD No. 93-1. 10. Application of Earnings on Funds and Accounts. Earnings on funds in the Construction Fund established in connection with CFD No. 93-1 and the Beaumont Financing Authority shall accrue in accordance with the applicable Indenture. CFD No. 93-1 and the Property Owner agree that the Indenture with respect to the Bonds shall provide that earnings on the moneys deposited in the Construction Fund shall be retained in the Construction Fund. 11. Escrow of Bond Proceeds. If a portion of the proceeds of the Bonds are initially deposited in an escrow fund, they shall be transferred from time to time to the Construction Fund in accordance with the Indenture for the Bonds. 12. Conveyance of Title. Property Owner shall dedicate or transfer to the City or other appropriate public agencies fee simple title to or an easement over the land or rights-of- way as reasonably determined by the City on and over such property owned by the Property Owner on which any Facility is to be constructed, free of all liens and encumbrances,prior to the City's award of the bid with respect to such Facility. Property Owner shall transfer title or cause title to be transferred to the City or other appropriate public agencies by such document or documents as the City and/or the accepting entities may prescribe. As a condition to acceptance of title to any of the land or rights-of-way for any of the Facilities by the City or other appropriate public agencies, title must be free of all liens and encumbrances except easements and other matters of record that will not interfere with construction, use or maintenance of such Facility and the Property Owner agrees to execute all documents necessary therefor, including, but not limited to, release from encumbrance under any mortgages on the Property Owner's property. 13. City Fee Credits. The establishment of each Improvement Area and authorization of Special Taxes and Bonds of each Improvement Area shall fully satisfy the obligation of the Property, Property Owner and its successors and assigns to pay the Fees with respect to all development within the Improvement Area. 14. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or upon deposit of the same in any United States Post Office, registered or certified,postage prepaid, addressed as follows: Property Owner: Pardee Homes 19520 Jamboree Road, Suite 200 Irvine, CA 92612 Attention: Michael Taylor and General Counsel #147676 v5 4000.88 7/23/2015 7 CFD No. 93-1: Community Facilities District No. 93-1 do City of Beaumont 550 East Sixth Street Beaumont, California 92223 Attention: City Manager City of Beaumont: City of Beaumont 550 East Sixth Street Beaumont, California 92223 Attention: City Manager Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party within twenty(20)days of such change. 15. Attorneys' Fees. In the event of any action, suit or other proceeding to enforce this Agreement or arising out of the breach of any of its covenants, conditions, agreements or provisions, the prevailing party shall be entitled to have and recover of and from the other party all of such party's reasonable cost and expense of suit, including attorney's fees, incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom. 16. Severability. If any provision of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. 17. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 18. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the matters provided for herein. 19. Amendments. This Agreement may be amended or modified only in writing signed by all parties and consistent with the Indenture for CFD No. 93-1. 20. Interpretation. This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law (including Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provision of this Agreement shall be interpreted in a reasonable manner to effect the purposes of the parties and this Agreement. The captions and headings in this Agreement are for convenience only and shall not be referred to for purposes of construing the provisions hereof. 21. Independent Contractor. In performing any obligations under this Agreement, the Property Owner is an independent contractor and not the agent or employee of the City or CFD No. 93-1. Neither the City nor CFD No. 93-1 shall be responsible for making #147676 v5 4000.88 7/23/2015 8 any payments to any contractor, subcontractor, agent, consultant, employee or supplier of the Property Owner. 22. Counterparts. This Agreement may be executed in counterparts, all of which shall be deemed an original. 23. Governing Law. This Agreement shall, in all respects,be governed by the laws of the State of California. 24. Exhibits. The following Exhibits are incorporated by this reference: Exhibit Description A Map of Property B Facilities for Acquisition C Payment Request Form D City Fee Credits 8147676 vS 4000.88 7123/2015 9 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written below. Date: p.,:5„,4 )S ,2015 CITY OF BEAUMONT „t7 116 By: h :� A_LAktok Mayor ATTEST: By: �- City-0er „.2 CITY OF BEAUMONT COMMUNITY FACILITIES DIS CT NO.93-1 By: ' ) PA. ' &!4 Aria- May, f t e n :e.' s r, acting ex officio as the legislative body of Community Facilities District No. 93-1 ATTEST: By: Jr. City . er of the of Beaumont, actifig ex officio as the legislative body of Community Facilities District No. 93-1 PARDEE HOMES,a California corporation By: Name: Its: S•�a-. 1� By: Name: Its: 1/ _CAW. 0147676 v5 4000.88 7/23/2015 10 EXHIBIT A DESCRIPTION OF PROPERTY IN PROPOSED IMPROVEMENT AREA NO.BE OF COMMUNITY FACILITIES DISTRICT NO.93-1 Property Owner Property DemiI oS Assessor Parcel Nos. PARDEE HOMES See Attachments 1 and 2 408-090-022 Legal Description and Plat 408-090-023 408-090-024 408-090-025 408-090-014 408-090-013 Acreage: 108.08 ATTACHMENT 1 CITY OF BEAUMONT COMMUNITY FACILITIES DISTRICT NO.93-1 IMPROVEMENT AREA NO.SE LEGAL DESCRIPTION PARCEL"SW' BEING LOT 1 AND LOT 2 OF TRACT NO.35574 FILED IN BOO&427,PAGES 65 THROUGH 70, INCLUSIVE,TOGETHER.WITH LOT 3,LOT 4,LOT 5,LOT 6 AND LOT"K"OF TRACT NO.35575, FILED IN BOOK 427,PAGES 71 THROUGH 76,INCLUSIVE, BOTH RECORDS FILED IN THE COUNTY OF RIVERSIDE,STATE OF CALIFORNIA,OFFICIAL RECORDS LYING WITHIN SECTION 35,T.2S.,R.1W.,S.B.M. THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 108.08 ACRES MORE OR LESS. SEE ATTACHMENT 2 ATTACHED HERETO AND MADE A PART HEREOF. DENNIS W.JANDA DATED L.S.6359 PAGE 1 OF 1 3AVSJNRldS CINV7H9IH 3__ ___ g1 g 44,1,--44' ltii N .•g 01". r itO - 1 1; ti I ti R% . \ i l?r\i ,e. .._°:cto .01, 1 11- 1 NO p \ liriCal ti 440 l0 1\ 1 N 1'7) 1V' $g i oI $3 C F L-r 1 t el N o Ii 0 r 1 E 1 i itfr-i---,14, $ ' EXHIBIT A DESCRIPTION OF PROPERTY IN PROPOSED IMPROVEMENT AREA NO.8F OF COMMUNITY FACILITIES DISTRICT NO.93-1 Property Owner Property Description mor Parcel Nos. PARDEE HOMES See Attachments 1 and 2 408-090-020 Legal Description and Nat 408-090-021 Acreage:84.86 ATTACHMENT 1 CITY OF BEAUMONT COMMUNITY FACILITIES DISTRICT NO.93-1 IMPROVEMENT AREA NO.8F LEGAL DESCRIPTION PARCEL"8r' BEING LOT 1,LOT 2,LOT"A",LOT"B"AND LOT V OF TRACT NO.35575 FILED IN BOOK 427, PAGES 71 THROUGH 76,INCLUSIVE,RECORDS FILED IN THE COUNTY OF RIVERSIDE,STATE OF CALIFORNIA,OFFICIAL RECORDS LYING WITHIN SECTION 35,T.2S.,R.IW,B.B.M. ABOVE DESCRIBED PARCEL OF LAND CONTAINS 84.86 ACRES MORE OR LESS. SEE ATTACHMENT 2 ATTACHED HERETO AND MADE A PART HEREOF. DENNIS W.JANDA DATED L.S.6359 PAGE 1 OF 1 ATTACHMENT 2 CITY OF BEAUMONT COMMUNITY FACILfT1ES DISTRICT NO.93-I IMPROVEMENT AREA NO.SF BOUNDARY PLAT EI [ I 1€+AirliffirilE-.,j I, —A-- fBROOVCSIDEAVE , K... ..... I 1 _g 1 g I cz:-...,. , IF 'X 1 1 LOT I LO ;� (4.1 I TR 2515715— 1 i illi H I I 1 IOA "1--;s‘ viA rive soil ' /2/37/14 SCALE 1"=500' `",r�, Naa \� ` C"L{ IMPROVEMENT AREA BOUNDARY EXHIBIT"B" FACILITIES FOR ACQUISITION Facility Description Total Estimated Facility Cost Cherry Avenue Sewer,water(domestic/reclaimed),storm drain,curb,gutter, $7,900,000 sidewalk,dry utilities(above and below ground appurtenances), utility relocations,street lights,asphalt,grading,engineering, staking,erosion control,Pedestrian Bridge and Cherry Avenue Channel Starlight Avenue Sewer,water(domestic/reclaimed),storm drain,curb,gutter, $7,900,000 sidewalk,dry utilities(above and below ground appurtenances), utility relocations,street lights,asphalt,grading,engineering, staking,erosion control Brookside Avenue Sewer,water(domestic/reclaimed),storm drain,curb,gutter, $1,000,000 sidewalk,dry utilities(above and below ground appurtenances), utility relocations,street lights,asphalt,grading,engineering, staking,erosion control Cougar Way Sewer,water(domestic/reclaimed),storm drain,curb,gutter, $3,800,000 sidewalk,dry utilities(above and below ground appurtenances), utility relocations,street lights,asphalt,grading,engineering, staking,erosion control Highland Springs Avenue Sewer,water(domestic/reclaimed),storm drain,curb,gutter, $2,700,000 sidewalk,dry utilities(above and below ground appurtenances), utility relocations,street lights,asphalt,grading,engineering, staking,erosion control Entry Roads to PA32 and Sewer,water(domestic/reclaimed),storm drain,curb,gutter, $2,700,000 PA37 Parks sidewalk,dry utilities(above and below ground appurtenances), utility relocations,street lights,asphalt,grading,engineering, staking,erosion control Relocation of 24"BCV WD Construction,engineering,staking,erosion control $250,000 Water Line in Starlight Avenue PA7,PA21,PA26,PA32, Sewer,water(domestic/reclaimed),storm drain,curb,gutter, $6,000,000 PA37,PA45 and PA51 Park sidewalk,dry utilities(above and below ground appurtenances), Improvements asphalt,grading,engineering,staking,erosion control Landscape Improvements Sewer,water(domestic/reclaimed),storm drain,curb,gutter, $4,700,000 within Edison Easement and sidewalk,dry utilities(above and below ground appurtenances), PA14 asphalt,grading,engineering,staking,erosion control TOTAL: $36,950,000 1> The"Total Estimated Facility Cost"represents the estimated total cost of each of said Facilities at the time of this Agreement. The amount for any Facility may increase to include other authorized costs submitted by Pardee and approved by the City. The amount not previously paid to Pardee for any Facility shall be paid to Pardee from the proceeds of the Bonds of the Improvement Area deposited in the Construction Fund pursuant to the Third Priority in Section 4 of the Agreement. 8147676 v5 4000.88 7/23/2015 B-1 EXHIBIT"C" FORM OF PAYMENT REQUEST The undersigned (the "Contracting Party"), hereby requests payment in the total amount of$ for the Facilities (as defined in the Facilities and Fee Credit Agreement by and between the City of Beaumont, for Community Facilities District No. 93-1 Improvement Area Nos. 8E, 8F, 8G, 8H, 81 and 8J and Pardee Homes dated as of January 1, 2015 (the "Agreement"), all as more fully described in Attachment 1 hereto. In connection with this Payment Request,the undersigned hereby represents and warrants to the City as follows: 1. He(she) is a duly authorized officer of the Contracting Party, qualified to execute this Payment Request for payment on behalf of the Contracting Party and is knowledgeable as to the matters set forth herein. 2. All costs of the Facilities for which payment is requested hereby are Actual Costs (as described in the Agreement) and have not been inflated in any respect. The eligible costs for which payment is requested have not been the subject of any prior payment request submitted to the District. 3. Supporting documentation (such as third party invoices, lien releases and cancelled checks or other evidence of payment) is attached with respect to each cost for which payment is requested. 4. The Facilities for which payment is requested was constructed in accordance with the requirements of the Agreement. 5. The Contracting Party is in compliance with the terms and provisions of the Agreement and no portion of the amount being requested to be paid was previously paid. 6. The Purchase Price for the Facility (a detailed calculation of which is shown in Attachment 1 hereto for each Facility) has been calculated in conformance with the terms of the Agreement. 7. Please pay the [Base Increment/Final Increment] of Purchase Price to the following entity(ies), if other than the Contracting Party, in the amounts or percentages indicated: [Insert names of payees and amounts or percentages] #147676 v5 4000.88 723/2015 C-1 I declare under penalty of perjury that the above representations and warranties are true and connect. CONTRACTING PARTY: DISTRICT: [INSERT ENTITY] Payment Request Approved for Submission to Trustee By: Authorized Representative of City Representative Contracting Party Date: Date: #147676 v5 4000.88 7123/2015 C-2 ATTACHMENT 1 SUMMARY OF FACILITY(IES) TO BE ACQUIRED AS PART OF PAYMENT REQUEST Facility Authorized Costs Disbursement Requested [List here all Facilities which payment is requested, and attach support documentation] #I47676 v5 4000.88 7/23/2015 C-3 EXHIBIT"D" CITY FEE CREDITS Property Owner shall receive credit against the following City Fees in the amount in effect at the time payment is otherwise required,subject to the provisions of Section 13 of this Agreement. Fee Fee Credit Amount per EDU(as of 1/1/15) Basic Services and Facilities $500.00 General Plan $50.00 Traffic Signal $180.10 Railroad Crossing $203.64 Fire Station $532.42 Emergency Preparedness $729.63 Road and Bridge $10,946.39 Regional Park $923.90 Regional Park—Multi-Family DU $721.80 Regional Park—Age-Restricted DU $519.70 Recycled Water $786.64 Sewer Capacity $3,194.45 Emergency Preparedness $229.63 Upper Potrero Sewer $251.66 Southern Trunk Main $90.15 #I47676 v5 4000.88 723/1015 D-1