2017/11/15 All Star Super Storage, LLC Pre-Payment agreement for development impact fees PRE-PAYMENT AGREEMENT FOR DEVELOPMENT IMPACT FEES
THIS DEVELOPMENT IMPACT FEES PRE-PAYMENT AGREEMENT
("Agreement") is executed this -Az"Oday of N-ct-:fuPo&P,,2017("Effective Date"),by and between
the CITY OF MENIFEE,a California municipal corporation("City"),and All Star Super Storage
LLC, a California Limited Liability Company("Developer"). City and Developer may be referred
to, individually or collectively, as "Party" or"Parties."
RECITALS
WHEREAS, on November 15, 2017, the City Council held a duly noticed public hearing
concerning the proposed adoption of an ordinance and resolution establishing certain Development
Impact Fees ("DIFs") in accordance with the Mitigation Fee Act (Gov. Code §§ 66000 et seq.),
and replacing the County of Riverside's Ordinance No. 659, which initially set DIFs within the
City after the City was incorporated on October 1, 2008; and
WHEREAS, following the November 15, 2017 public hearing, the City Council
authorized City staff to, between November 15, 2017 and the effective date of the ordinance and
resolution establishing the DIFs, enter into DIF prepayment agreements, which would allow
development applicants to pre-pay DIFs applicable to their projects at the fee rates established
pursuant to Ordinance No. 659, subject to qualifications and limitations (the "Prepayment
Motion"); and
WHEREAS, the City Council further directed in the Prepayment Motion that developers
shall only be eligible for DIF pre-payment if: (1) the amount and categories of pre-paid fees are
demonstrably consistent with existing entitlement(as shown, for example, in a tentative tract map,
tentative parcel map, plot plan, or conditional use permit), (2) such fees are paid to the City on a
non-refundable basis, (3)pre-payment of such fees are otherwise permissible under and consistent
with existing agreements applicable to the development project, and (4) the prepayment of fees is
made pursuant to a Pre-Payment Agreement in a form approved by the City Attorney; and
WHEREAS, on the 16th day of January, 2015, an application was duly filed with the City
by Developer, with respect to real property described in Exhibit A, requesting approval of
Conditional Use Permit Number 2015-156, and whereas on the 14th day of April, 2017, an
application was duly filed with the City by Developer, with respect to real property described in
Exhibit A, requesting approval of Conditional Use Permit Number 2015-156 as revised under
Conditional Use Pen-nit 2017-212, with the application further necessitating City approval of
Precise Grading Plan GPI7-055P and Minor Plot Plan for Landscape PP2017-313; and
WHEREAS, the City has determined that, based on representations by Developer, at this
time Developer is eligible for DIF pre-payment pursuant to the Prepayment Motion; and
WHEREAS, the City intends by execution and delivery of this Agreement to accept the
pre-payment DIFs from Developer.
NOW, THEREFORE, for the purposes set forth herein, and for good and valuable
consideration,the adequacy of which is hereby acknowledged,the Parties hereby agree as follows:
01007.0005/366199.1
TERMS
1. Incorporation of Recitals. The Parties hereby incorporate the Recitals as though
fully set forth herein.
2. DIF Prepayment. Within twenty-four (24) hours after Effective Date, Developer
shall deliver One Hundred and thirty three thousand and four hundred and ninety seven dollars and
twenty eight cents ($133,497.28) ("Prepaid DIF Amount") to the City in the form of a cashiers'
check or by wire transfer date (pursuant to wire instructions given by the City to Developer).
Deposit of the Prepaid DIF Amount shall fully satisfy Developer's obligation to pay DIF fees with
regard to 9.77 acres consisting of 15 buildings with an area of 225,674 square feet at the current
rate of$13,664 per acre. DIF Amount is determined on a per acre basis.
2.1 Excess Unit DIF Payments. Developer shall remain responsible for the
payment of DIFs for any development over and above the Prepaid Units or Prepaid Acreage
("Excess Units"). The amount of DIF applicable to the Excess Units shall be the DIF rate in effect --- _
at the time DIF payment for the Excess Units is tendered to the City.
2.2 No Right To Refund. Developer hereby agrees that the Prepaid DIF
Amount is paid to the City on a non-refundable basis. Developer waives its right to recover Prepaid
DIF Amounts from the City for any reason.
3. Discretionary. The determination to authorize prepayment of DIFs pursuant to
this Agreement is a discretionary decision of the City. The City shall have no obligation to enter
into additional DIF prepayment(s) agreements for this, or any other project.
4. City Release; Termination. This Agreement shall remain in effect for a period of
ten years from the Effective Date.
5. Indemnification.
5.1 Indemnification and Hold Harmless.
a. Non-liability of City. The Parties acknowledge that there may be
challenges to the legality, validity,and adequacy of this Agreement in the future; and if successful,
such challenges could delay or prevent the performance of this Agreement and the development
of the Project.
b. Participation in Litigation: Indemnity. Developer agrees to
indemnify, protect, defend, and hold harmless the City and its officials, officers, employees,
agents, elected boards, commissions, departments, agencies, and instrumentalities thereof, from
any and all actions, suits, claims, demands, writs of mandamus, liabilities, losses, damages,
penalties, obligations, expenses, and any other actions or proceedings (whether legal, equitable,
declaratory, administrative, or adjudicatory in nature), and alternative dispute resolution
procedures (including, but not limited to, arbitrations, mediations, and other such procedures)
asserted by third parties against the City that challenge, or seek to void, set aside, or otherwise
modify or annul, the action of, or any approval by, the City for or concerning this Agreement
(including, but not limited to, reasonable attorneys' fees and costs) (herein the "Claims and
2
Liabilities") whether such Claims and Liabilities are arise out of under planning and zoning laws,
the Subdivision Map Act, Code of Civil Procedure Sections 1085 or 1094.5, or any other federal,
state, or local statute, law, ordinance, rule, regulation, or any decision of a competent jurisdiction.
In the event any action for any Claims and Liabilities are brought against the City and/or related
parties, upon City's notification to Developer of the pendency of a claim or suit, Developer shall
make a minimum deposit sufficient to pay all of Developer's indemnification obligations for the
following 90 days, which includes legal costs and fees anticipated to be incurred as reasonably
determined by the City. Developer shall make deposits required under this section within 5 days
of the City's written request. At no point during the pendency of such claim or suit, shall the
minimum balance of the deposit fall below fifteen thousand dollars ($15,000).
If Developer fails to timely pay such funds, the City may abandon the action without
liability to Developer and may recover from Developer any attorneys' fees and other costs for
which the City may be liable as a result of abandonment of the action. It is expressly agreed that
the City shall have the right to utilize the City Attorney's office or use other legal counsel of its
choosing. Developer's obligation to pay the defense costs of the City shall extend until final
judgment, including any appeals. City agrees to fully cooperate with Developer in the defense of
any matter in which Developer is defending and/or holding the City harmless. The City may make
all reasonable decisions with respect to its representation in any legal proceeding, including its
inherent right to abandon or to settle any litigation brought against it in its sole and absolute
discretion.
C. Exception.The obligations of Developer under this Section shall not
apply to any claims, actions, or proceedings arising through the sole negligence or willful
misconduct of the City, its members, officers, or employees.
5.2 Period of Indemnification. The obligations for indemnity under this Section
5 shall begin upon the Effective Date and shall survive tennination of this Agreement.
6. Relationship Between the Parties. The Parties hereby mutually agree that this
Agreement shall not operate to create the relationship of partnership, joint venture, or agency
between City and Developer.Nothing herein shall be deemed to make Developer an agent of City.
7. Authority to Enter Agreement. Developer hereby warrants that it has the legal
capacity to enter into this Agreement. Each Party warrants that the individuals who have signed
this Agreement have the legal power, right, and authority to make this Agreement and bind each
respective Party.
8. Notices. All notices, demands, invoices, and communications shall be in writing
and delivered to the following addresses or such other addresses as the Parties may designate by
written notice:
To City: City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: City Manager
3
Copy to: Rutan &Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, CA 92626
Attn: Jeffrey T. Melching
To Developer: All Star Super Storage
P.O. Box 890880
Temecula, Ca. 92589-0880
Copy to: All Star Super Storage
32456 Haun Road
Menifee, Ca. 92584
Attn: Stephen J. Manfredi
Depending upon the method of transmittal, notice shall be deemed received as follows: by
facsimile, as of the date and time sent; by messenger, as of the date delivered; by U.S. Mail first
class postage prepaid, as of 72 hours after deposit in the U.S.Mail; and by email,upon the sender's
receipt of an email from the recipient acknowledging receipt.
9. Cooperation; Further Acts. The Parties shall fully cooperate with one another,
and shall take any additional acts or sign any additional documents as may be necessary,
appropriate, or convenient to attain the purposes of this Agreement.
10. Amendment; Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
11. Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by a Party shall give the other Party any contractual right
by custom, estoppel, or otherwise.
12. Binding Effect. Each and all of the covenants and conditions shall be binding on
and shall inure to the benefit of the Parties, and their successors,heirs, personal representatives, or
assigns. This section shall not be construed as an authorization for any Party to assign any right or
obligation.
13. No Third Party Beneficiaries. There are no intended third party beneficiaries of
any right or obligation assumed by the Parties.
14. Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
15. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of California.
4
16. Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original and which collectively shall constitute one instrument.
17. Entire Agreement. This Agreement, along with its exhibits, contains the entire
agreement between City and Developer and, supersedes any prior oral or written statements or
agreements between City and Developer with respect to the subject matter of this Agreement.
18. WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the day and year first above written.
DEVELOPER:
By: Stephen J. Manfredi
Its: Managing Member
ATTE T)
,r
Its. -
CITY:
CITY OF MENIFEE, California municipal
corporati
By:
Its: City Manager
ARMANDO G. VILLA
APPROVED AS TO FORM: CITY MANAGER
CITY OF MENIFEE
By:
City tto
5
EXHIBIT A
Legal Description of Project Site
That certain real property situated in the City of Menifee, County of Riverside, State of
California, described as follows:
Parcel 2 of Parcel Map 31185, in the City of Menifee, County of Riverside, State of California,
as per map filed in Book 232, pages 28 and 29, inclusive of Parcel Maps, office of the county
recorder of said county. Also known as APN 360-350-029-0.
6
CITY OF MENIFEE
CONDITIONAL USE PERMIT NO. 2 015-156 el
GAR Hill ROAD NORTH
ALL STAR SUPER STORAGE
GRAPHIC SCALE
STILLS 50 0 25 so too 200
PHASING EXHIBIT ,» _ $D .
U � �
J
O
WICKERD OF ROAD _ APPLICANT
PROJECT STEPHEN J.MANFREDI,M.D.
SITE MANAGING MEMBER
ALL STAR SUPER STORAGE,LLC
P.O.BOX 89088I1
VICINITY MAP TEMECULA.CA 92589-0880
(951)699-1719
N.T.S.
x1s,Ea s,a3 w,saau. OWNER
ALL STAR SUPER STORAGE,LLC
P.O.BOX 8901180
:td:.•``�. / -I t I I I��'»/JB�J'wBJ�`JiVJJr:-.._'�1 �a 1 �.I�`- ' --�v—--/•.`—.,•./. •.., . �\,�� i".YJ�+:/J—/—_—\-- /— —,r<wc/+ j 9I� _</l</:; < —'-- ,7.:_.GI.Tt:C ri O/t-Q�Y' .E�,E,/t:F'-J>%—g /I1 / --- / _�R(�J/�..�•g/U1jL D ING/•J J- —</F�_>_—_ ��t<./yT<e/�_•I—I`II�_I���`'-�—'t--�•— I� I_�
TEMECULA C A 925 89-DB80
(951)699-1719
ASSESSOR PARCEL N UMBER
Tra,s 360-3SO-029
ACREAGE:
/ GROSS-10.25 ACRES
NET 97 ACRES
P. nL$IG THOMA.7 BROTHERS
PAGE 868,E7
Lai {` 1 I INDUSTRIAL PARK
UTILITIES:
' -� I 'PROP.
\ „ >_ WATER - EASTERN MUNICIPAL WATER DISTRICT
�P OP. BUILDING GGI, PROP. BUILDING 'KK' SEWER —EASTERN MUNICIPAL WATER DISTRICT
PROP BUILDING 'CC' i,
* d5 _ `1 •->> 26500 �$F. -1+3.5 5 \26625;$a6. ..e 2$1$5 S.F. ' �: GAS -SOUTHERN CALIFORNIA GAS COMPANY
ELECTRIC -SOUTHERN CALIFORNIA EOISON COMPANY
�G 0. I•- � I r c �� TELEPHONE-SOUTHERN CAUFORNIA PHONE COMPANY
I „ r PHASE 3 _ _
SCHOOL DISTRICT PHASE 1 ___PHASE
MENIFEE UNION AND PERRIS UNION HIGH SCHOOL
Ey i} Y )
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` PANEL NO.06065C2070N,REVISED AUGUST 18,2016
�(� � i � C \ `• � \, .rr;« � / = I WATER QUALITY MANAGEMENT NOTE:
PROP. BUILDINGDD PR BUILDING•HH� ONSITE RUNOFF WATER QUALITY WILL BE MITIGATED
1 PROP. BUILDING 'LL' /
2 25 S.F.`' \ J W I I THROUGH THE USE OF AN INFILTRATION BASIN.
p II f I I 26565 S.F. -)
- / %/ I•vr1 III" MISC21. ELLANEOUS
IS No NOTES:
THIN A SPECIFIC PLAN.
DISTRICT.
_ 27. PROJECT IS NOT WITHIN A COMMUNITY SERVICES
PROJECT WILL NOT HAVE SEWER IMPROVEMENTS.
l PROP. BUILDING{I AM O. 1 .F! �. T Ii 3. PROJECT IS IN LOW TO MODERATE LIQUEFACTION
FOR EMERDENCY FlRE ^•\ PROP. BUILDING •III I ' PDTENTIAL AND NOT WITHIN A HALF MILE OF A FAULT.
�� 96 ACCESS OHLA,RIGHT --PROP. BUILDIN ) 1 ,..,� 35. PROJECT IS NOT SUBECT TO OVERFLOW,INUNDATION
IN.RIGHT our, 12162 S.F. 8384 5.�. * —/ r'——— ,�;LANDSCAP — —— '� I I OR FLOOD HAZARD.
,it325 < IANOS$' (.�
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7
II(I
DATED MAY 27.2015.
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PARCEL MAPS,RECORDS OF RIVERSIDE COUNTY,CALIFORNIA.
li '�^��' `�• `~`�,' '' ` ,• `- + -r � •V +, .d. .� IN SECTION 15,TOWNSHIP 6 SOUTH,RANGE 3 WEST,
SAN BERNARDINO MERIDIAN.
NOTE:
LANDSCAPE PHASES AS PER LANDSCAPE ARCHITECT. LEGEND
CONCRETE SURFACE.
FL FLOWUNE ELEVATION.
TO TOP OF CURB ELEVATION.
TIP TOP OF PAVEMENT ELEVATION.
FG FINISHED GRADE ELEVATION.
FF FINISHED FLOOR ELEVATION.
FS FINISHED SURFACE ELEVATION.
HP HIGH POINT
() EXISTING ELEVATION.
PROPOSED WROUGHT IRON
FENCING AND ROLLING GATES.
NOTE: WORK CONTAINED WITHIN THESE ® AIR CONDITIONER
PLANS SHALL NOT COMMENCE UNTIL
DIRECTIONAL SIGN
AN ENCROACHMENT AND/OR GRADING
PERMIT HAS BEEN ISSUED.
DATE PREPARED:JUNE 10.2015
ENGINEER LOGO ENGINEER SEAL 1'-5O' CITY OF MENIFEE SEAL SfIEPT NO.
SCALE ENGINEERING DEPARTMENT CITY OF MENIFEE
DATE BY AP DESIGN, __ ENGINEERING DEPARTMENT
RE\75ED 211 &W �RANVINC
SUR1'EYNC k•�
BLAINE A. WOMER• DRAWN: -- JONATHAN G.SMITH RCP 61253 DATE
,D1NL a , DIRECTOR OF PUBUC WORKS/ EXP.6/30/I7 ALL STAR SUPER STORAGE
CIVIL ENGINEERING weucRwrsRs CHECKED: CITY ENGINEER PHASING EXHIBIT De
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