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2020/07/15 Kelco Properties, LLC FY21 Junction Development Agreement DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 PLEASE RECORD AND WHEN RECORDED RETURN TO: CITY OF MENIFEE 29844 Haun Road Menifee, CA 92586 Attn: City Attorney THE JUNCTION DEVELOPMENT AGREEMENT This Development Agreement(hereinafter"Agreement") is entered into on July 15 , 2020, by and between(1)the CITY OF MENIFEE (hereinafter"CITY"), a municipal corporation of the State of California, and (2) KELCO PROPERTIES, LLC, a California limited liability company ("KELCO") and PLATINUM PARTNERS, LLC, a California, limited liability company ("PLATINUM") (KELCO and PLATINUM are hereinafter collectively referred to as "DEVELOPER"). RECITALS A. DEVELOPER owns all of the real property described on Exhibit A and depicted on Exhibit B, consisting of approximately 54.01 gross acres of land area located in the City of Menifee, County of Riverside, State of California("Property"). B. The Planning and Zoning approvals for the Project on the Property obtained prior to the Effective Date of this Agreement (collectively, the "Development Approvals") include but are not limited to the following: i. Plot Plan No. 2017-287("Plot Plan")proposes the construction of 268,824 sq. ft. of retail commercial buildings, including a 157,844 sq. ft. anchor building ("Anchor Building") with gas station, 123,770 sq. ft., 5-story hotel (135 rooms),and a two-phase 304-unit(390-bed)senior assisted living,independent living and memory care facility on 54.01 gross acres, adopted by the City Council of the City of Menifee ("City Council") on July 1, 2020 and provides the required contents of a Development Plan in compliance with Government Code section 65865.2. The Plot Plan specifically contemplates and requires that the retail commercial buildings on the Property would cover 33.11 gross acres of the total Property, and would consist of the following: (i) DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 Shops 1 (8,600 sq. ft.); (ii) Shops 2 (9,000 sq. ft.); (iii) Shops 3 (9,900 sq. ft.); (iv) Shops 4 (6,600 sq. ft.); (v) Shops 5 (10,800 sq. ft.) (with a site plan option to instead construct a 9,000 sq. ft. facility with a drive through); (vi) Shops 6 (9,600 sq. ft.); (vii) Fitness Center (37,000 sq. ft.); (viii) Pad 1 Restaurant (7,721 sq. ft.); (ix)Pad 2 Restaurant(5,991 sq. ft.); (x) Pad 3 Restaurant(2,368 sq. ft.); (xi) Pad 4 Restaurant (3,400 sq. ft.); (xii)Anchor Building with gas station(157,844 sq. ft.). In addition, a hotel will cover 4.29 gross acres of the Property, a senior living facility will cover 12.88 gross acres of the Property and will consist of a two-phase 304-unit (390-bed) senior assisted living, independent living, and memory care facility; the Property consists of a total of 54.01 gross acres. ii. Conditional Use Permit 2018-288 ("CUP") to authorize, subject to the conditions contained therein,the gas station and senior living uses depicted on the Plot Plan. iii. Environmental Clearance Document: The Junction at Menifee Valley Environmental Impact Report (State Clearinghouse No. 2007041062), together with an Addendum to the Junction at Menifee Valley Environmental Impact Report approved by the CITY in June 2020. Development consistent with all of the Development Approvals and the proposed site plan attached as Exhibit C-1 is hereinafter referred to as the "Project." B. Government Code Sections 65864 et seq. ("Development Agreement Law") authorize CITY to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purpose of strengthening the public planning process, encouraging private participation and comprehensive planning, and reducing the economic costs of such development. DEVELOPER and CITY have agreed to enter into this Development Agreement in order to memorialize and secure the respective expectations of the CITY and DEVELOPER. C. The City Council has found that this Agreement is in the best public interest of the CITY and its residents. Adopting this Agreement constitutes a present exercise of the CITY's police power, and that the Project is consistent with the goals and policies of the CITY's General Plan and imposes appropriate standards and requirements with respect to the Development of the Property in order to maintain the overall quality of life and of the environment within the CITY. Prior to its approval of this Agreement, CITY considered the environmental impacts of the Project and completed its environmental review of the Project. D. On June 10, 2020, the Planning Commission of CITY held a public hearing on the DEVELOPER's application for approval of this Agreement, made certain findings and determinations with respect thereto,and adopted Planning Commission Resolution No. PC20-513 , which recommended to the City Council that this Agreement be approved. 2 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 E. On July 1, 2020 , the City Council held a public hearing on the DEVELOPER'S application for approval of this Agreement, considered the recommendations of the Planning Commission, and found that this Agreement is consistent with CITY's General Plan. On July 1, 2020 , the City Council introduced Ordinance No. 2020-310 , approving this Development Agreement for first reading. On July 15, 2020 ,the City Council approved Ordinance No. 2020-310 , which takes effect as of August 14,2020 COVENANTS NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized, or all letters capitalized, when used in the Agreement. The defined terms include the following: 1.1.1 "Actual Costs of Construction"means the sum of(i)hard and soft out-of- pocket costs paid to Unaffiliated third parties (including, without limitation, land use planning and engineering costs,land acquisition costs,construction and management costs, and permit and construction fees); (ii) general conditions costs (to the extent not included in section "(i)" above, not to exceed five percent (5%) of hard costs); and (iii) an internal DEVELOPER project administration fee of up to three percent (3%) of the hard and soft costs set forth in (i) above to compensate DEVELOPER for performance of contract administration, bidding, accounting, design oversight, and project management. For the avoidance of doubt, the categories of costs set forth in clauses "(i)", " n ", and "(iii)" in g the precedent sentence are mutually exclusive,and no cost in one category may be included in any other category. Actual Costs of Construction shall be evidenced by DEVELOPER's submission of paid invoices or other documentation reasonably acceptable to City. Except as provided in clause(iii) above,internal project management and administrative costs and expenses paid to affiliates of DEVELOPER, if any, shall not be counted for purposes of the fee credit calculation. 1.1.2 "Agreement"means this Development Agreement. 1.1.3 "Affiliate" means a person or entity that, directly or indirectly controls the DEVELOPER, is controlled by the DEVELOPER, or is, with the DEVELOPER, under common control of another person or entity. Indicia of control include,without limitation, interlocking management or ownership; identity of interests among family members; shared facilities and equipment; common use of employees; and use of substantially the same management, ownership or principals as the DEVELOPER. 1.1.4 "Anchor Building" means the approximately 157,844 sq. ft. anchor building as depicted on the Plot Plan. 3 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 1.1.5 "Applicable Law" means all federal, state, and local laws and regulations applicable to the Project as of the Effective Date. 1.1.6 "Assessment District" means City of Menifee Community Facilities District No. 2017-1 (Maintenance Services), any other Community Facilities District and/or Assessment District allowing for land secured financing of services and improvements for the benefit of the Project. 1.1.7 "City Council"means the City Council of the CITY. 1.1.8 "CITY Parties"means the CITY, City Council, CITY officers, employees, attorneys and agents. 1.1.9 "Claim" means any claim, loss, cost, damage, expense, liability, lien, action, cause of action (whether in tort, contract, under statute, at law, in equity or otherwise), charge, award, assessment, fine or penalty of any kind (including consultant and expert fees, Legal Costs, and expenses and investigation costs of whatever kind or nature), and any judgment caused or initiated by a third party. Without limiting the foregoing, "Claims" include any matter that results or arises in any way from any of the following: (1) the noncompliance by DEVELOPER or its contractor with any applicable local, state and/or federal law or regulation, including, without limitation, any applicable federal and/or state labor laws or regulations (including, without limitation, if applicable, the requirement to pay state and/or federal prevailing wages and hire apprentices); (2) the implementation of Labor Code Section 1781 and/or any other similar law or regulation; and/or(3) failure by DEVELOPER to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law or regulation. 1.1.10 "Costs" means quantifiable expenses of any kind, including without limitation the allocated value of staff time, amounts expended for consultant and/or legal services, acquisition expenses, and allocated overhead. 1.1.11 "CUP"means Conditional Use Permit 2018-288,which authorizes, subject to the conditions contained therein, the gas station and senior living uses depicted on the Plot Plan. 1.1.12 "Default" means the failure to perform any material duty or obligation set forth in this Agreement or to comply in good faith with the terms of this Agreement. 1.1.13 "DEVELOPER" means Kelco Properties, LLC, a California limited liability company and Platinum Partners, LLC, a California, limited liability company and their successors in interest to all or any part of the Property. 1.1.14 "Development"means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping and park facilities and improvements. 4 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 "Development" also includes the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement, landscaping or facility after the construction and completion thereof. 1.1.15 "Development Approvals"means all permits, licenses, consents, rights and privileges, and other actions subject to approval or issuance by CITY in connection with Development of the Property issued by CITY on or before the Effective Date, including but not limited to: (a) The Plot Plan, including without limitation, the square footage and percentage Property coverage amounts described in Recital B; (b) Variances, conditional use permits (including the CUP), master plans, and public use permits; and (c) Grading, improvement and building permits. 1.1.16 "Development Fees" means the monetary consideration charged by CITY in connection with a development project for the purpose of defraying all or a portion of the cost of mitigating the impacts of the Project and development of the public facilities related to Development of the Project. Development Fees shall not include: (i) CITY's normal fees for processing, environmental assessment/review, tentative tracts/parcel map review, plan checking, site review, site approval, administrative review, building permit (plumbing, mechanical, electrical, building), inspection, and similar fees imposed to recover CITY's Costs associated with processing, review, and inspection of applications, plans, specifications, etc.; and/or (ii) fees and charges levied by any other public agency, utility, district, or joint powers authority, whether or not such fees are collected by CITY. 1.1.17 "Development Plan" means the plan for Development of the Property, including without limitation, the Development Approvals,planning and zoning standards, regulations, applicable conditions of approval, and criteria for the Development of the Property, contained in and consistent with Exhibit C. "Development Plan" also includes the Mitigation Measures identified in Exhibit D, and the site plan attached as Exhibit C- 1. 1.1.18 "Development Requirement" means any requirement of CITY in connection with or pursuant to any Development Approval for the dedication of land, the construction or improvement of public facilities, the payment of fees (including Development Fees) or assessments in order to lessen, offset, mitigate or compensate for the impacts of Development on the environment, or the advancement of the public interest. 1.1.19 "Effective Date" means the date that is the later of: (i) the date that the ordinance approving this Agreement becomes effective; or(ii)the date that this Agreement is executed by DEVELOPER. 1.1.20 "Excess Contributions" means the contributions toward estimated community and area-wide infrastructure improvements to the extent they exceed the 5 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 Development Requirements the CITY could otherwise impose on the Project, and are not recouped through Development Fee credits or reimbursements. 1.1.21 "Fee Freeze Period"means the first seven (7)years of this Agreement from the Effective Date. 1.1.22 "KELCO" means Kelco Properties, LLC, a California limited liability company. 1.1.23 "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations, CITY adopted plans (including, but not limited to, trail plans and park master plans) and official policies of CITY adopted and effective on or before the Effective Date governing Development and use of land, including, without limitation, the permitted use of land,the density or intensity of use, subdivision requirements,the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the Development of the Property. "Land Use Regulations" does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing: (a) the conduct of businesses, professions, and occupations; (b) taxes and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain; and (f) the amount of processing fees or development impact fees. 1.1.24 "Legal Costs" means for any Person, all actual and reasonable costs and expenses such Person incurs in any legal proceeding(or other matter for which such Person is entitled to be reimbursed for its Legal Costs), including reasonable attorneys' fees, court costs and expenses, including in or as a result of any: (a)bankruptcy proceeding; (b) litigation between the Parties; (c)negotiating or documenting any agreement with a third party requested by the other Party; (d) requirement or request that such Person or its employees act as a witness in any proceeding regarding this Agreement or the other Party; and (e)review or approval that the other Party requests of such Person. All references to Legal Costs shall include the salaries, benefits and costs of in-house or contract general counsel to CITY or DEVELOPER,respectively, and the lawyers employed in the office of such general counsel who provide legal services regarding a particular matter, adjusted to or billed at an hourly rate and multiplied by the time spent on such matter rounded to increments of one-tenth of an hour, in addition to Legal Costs of outside counsel retained by CITY or DEVELOPER, respectively, for such matter. 6 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 1.1.25 "Mitigation Measures" means those requirements imposed on the Project contained in the Mitigation Monitoring/Reporting Plan for the Project, which is attached hereto as Exhibit D. 1.1.26 "Mortgagee"means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device, a lender or each of their respective successors and assigns. 1.1.27 "Party" and "Parties" mean and refer to CITY and/or DEVELOPER, as context dictates, and their respective successors, assigns, and Affiliates. 1.1.28 "Person" means any association, corporation, government, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization or other entity of any kind. 1.1.29 "PLATINUM"means Platinum Partners,LLC,a California limited liability company. 1.1.30 "Plot Plan" means Plot Plan No. 2017-287. 1.1.31 "Project" means the Development of the Property consistent with the Development Plan. 1.1.32 "Property" means the real property described in Exhibit A and shown on Exhibit B to this Agreement. 1.1.33 "Reservation of Authority" means the rights and authority excepted from the assurances and rights provided to DEVELOPER under this Agreement and reserved to CITY. 1.1.34 "Subsequent Development Approvals" means all permits, licenses, consents, rights and privileges, and other actions subject to approval or issuance by CITY in connection with Development of the Property issued by CITY subsequent to the Effective Date. 1.1.35 "Subsequent Land Use Regulations" means all ordinances, codes, rules, regulations, CITY adopted plans and official policies of CITY adopted and effective after the Effective Date of this Agreement governing Development and use of the Property, including, without limitation, the permitted use of the Property, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement, and construction standards and specifications applicable to the Development of the Property; provided, however, that "Subsequent Land Use Regulations" do not include any CITY ordinance, resolution,code,rule,regulation or official policy,governing: (a)the conduct of business,professions,and occupations; (b)taxes and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or entry upon public property; 7 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 (e)the exercise of the power of eminent domain; and (f) the amount of processing fees or development impact fees. 1.1.36 "Term" means the period of time from the Effective Date until the expiration of this Agreement as provided in subsection 2.4, or earlier termination as provided in Section 8. 1.1.37 "Transfer"means sell, assign, or transfer. 1.1.38 "Unaffiliated"means and refers to a person or entity that is not an Affiliate. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit A Legal Description of the Property. Exhibit B Map showing Property and its location. Exhibit C Development Plan Exhibit C-1 Site Plan Exhibit D Mitigation Monitoring/Reporting Plan Exhibit E Development Impact Fees Exhibit F Public Benefits Exhibit F-1 Summary of Main Drain Improvements in Scott Road and Haun Road Exhibit F-2 Preliminary Drainage Plan Detail Exhibit F-3 Scoping Letter for Haun Road Alignment Study Exhibit G Assumption Agreement 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. From and following the Effective Date, Development of the Project and CITY actions on applications for Subsequent Development Approvals respecting the Development of the Project shall be subject to the terms and provisions of this Agreement. 2.2 Assignment. 2.2.1 Release of Transferring DEVELOPER. Upon the Transfer in whole or in part, of DEVELOPER's right and interest to all or any portion of the Property, DEVELOPER may, at least thirty (30) days prior to completion of the Transfer, apply to 8 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 CITY for a release from its obligations hereunder with respect to the portion of the Property so Transferred. CITY shall approve the partial or full release if. (i) DEVELOPER is not in Default of this Agreement at the time of the request for release, or provides adequate assurances to CITY that it will cure any Default prior to the Transfer; (ii) with respect to the Transfer of any lot that has not been fully improved,the transferee executes and delivers to CITY a written assumption agreement in substance and form which is approved by CITY's Attorney,which approval shall not be unreasonably denied, and in which: (A)the name and address of the transferee is set forth; (B) the transferee expressly assumes the obligations of DEVELOPER under this Agreement as to the portion of the Property transferred; (C) the transferee provides commercially reasonable assurances of its performance of the obligations of the DEVELOPER that transferee proposes to assume; and (D) the assumption agreement adequately allocates to the transferee (or justifies the non-allocation)credits,reimbursements,or other benefits provided to DEVELOPER under this Agreement that relate to the portion of the Property transferred. A written assumption agreement substantially in the form of Exhibit G, augmented with the assurances of performance and allocations of credits, reimbursement rights, and other benefits, as detailed in clauses (ii)(C) and (ii)(D) of the preceding sentence, shall be deemed pre- approved by the CITY's Attorney. Failure to obtain CITY approval of a written assumption agreement hereunder shall not negate, modify or otherwise affect the liability under this Agreement of any transferee or future owner of any portion of the Property. DEVELOPER shall remain responsible for all obligations set forth in the Agreement that are not subject to an assignment approved by the CITY in accordance with this paragraph. 2.3 Term. 2.3.1 Term. The term of this Agreement ("Term") shall commence on the Effective Date and shall continue thereafter for a period of fifteen (15) years ("Original Term"), unless this Agreement is terminated, modified, or extended by circumstances set forth in this Agreement or by mutual written consent of the Parties. The Term shall be automatically extended for a five (5) year period ("First Extension") if DEVELOPER obtains certificates of occupancy for either a hotel or 100,000 square feet of commercial development prior to the expiration of the Original Term. The Term shall be further automatically extended by an additional five (5) year period ("Second Extension") if DEVELOPER obtains certificates of occupancy for either (i) a hotel and 100,000 square feet of commercial development or (ii) 200,000 square feet of commercial development prior to the expiration of the First Extension. The Term may be extended beyond the lapsing of the Second Extension if the DEVELOPER and CITY, in their respective sole and absolute discretion, so agree in writing; provided, however, that the total Term shall not exceed twenty-five (25) years except for the extensions of time due to Force Majeure Delays contemplated by Section 10.12. 2.3.2 Where a shorter term is not mandated by Applicable Law, the term of any and all discretionary Development Approvals and discretionary Subsequent Development Approvals shall automatically be extended for the longer of the Term of this Agreement or the term otherwise applicable to such discretionary Development Approvals or discretionary Subsequent Development Approvals. For the avoidance of doubt, the following categories of Development Approvals and Subsequent Development Approvals 9 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 shall be deemed"not discretionary"for purposes of this section: grading permits,building permits, improvement permits, landscape permits, wall and fence plans, and signage permits and programs. 3. DEVELOPMENT OF THE PROPERTY. 3.1 Rights to Develop. Subject to the terms of this Agreement, DEVELOPER shall have a vested right to develop the Project in accordance with,and to the extent of,the Development Plan. Development of the Project is hereby vested specifically with the Property, and that DEVELOPER retains the right to apportion development rights between itself and any subsequent DEVELOPER, upon the Transfer of any portion of the Property, so long as such apportionment is, prior to becoming effective, approved by CITY in writing in accordance with Section 2, and consistent with the Development Plan and the Land Use Regulations. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement,the rules,regulations and official policies governing permitted uses of the Property,the density and intensity of use of the Property,the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to Development of the Property, shall be those contained in the Development Plan and the Land Use Regulations. 3.3 Subsequent Development Approvals. CITY shall accept for processing, review and action all applications for Subsequent Development Approvals necessary and appropriate for implementation of the Project, and such applications shall be processed in the normal manner for processing such matters, for all or a portion of the Property at DEVELOPER's option. The CITY further agrees that, unless otherwise requested by DEVELOPER or as authorized by this Agreement, it shall not, absent a violation of Applicable Law by DEVELOPER, amend or rescind any Subsequent Development Approvals respecting the Property after such approvals have been granted by the CITY. All Subsequent Development Approvals that are necessary and appropriate for implementation of the Project shall be deemed incorporated herein and vested as of the effective date of such approvals and shall be governed by the terms and conditions of this Agreement; provided, however, that requests for Subsequent Development Approvals (including, without limitation,General Plan amendments,zone changes,or variances)that increase the overall intensity or density of Development or otherwise cause a substantial modification of the Development Plan shall not be deemed incorporated herein and vested as of the effective date of such approvals, but shall instead require an amendment to this Agreement in accordance with Applicable Law and Section 3.5. 3.4 Timing of Development. The Parties acknowledge that DEVELOPER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of DEVELOPER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the Parties' intent to cure that deficiency by acknowledging and providing that DEVELOPER shall have the right to develop the Property in such order and at such rate and 10 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 at such times as DEVELOPER deems appropriate within the exercise of its subjective business judgment. Nothing in this section is intended to alter the standard durational limits of any applicable permits issued to DEVELOPER. 3.5 Changes and Amendments. The Parties acknowledge that Development of the Project will likely require Subsequent Development Approvals, and that in connection therewith DEVELOPER may determine that changes are appropriate and desirable in the existing Development Approvals or Development Plan. In the event DEVELOPER finds that such a change is appropriate or desirable,DEVELOPER may apply,in writing,for an amendment to prior Development Approvals or the Development Plan to effectuate such change, and CITY shall process and act on such application notwithstanding anything in this Agreement that may be to the contrary. CITY shall have no obligation to grant any such application for a Subsequent Development Approval by DEVELOPER (including, without limitation, General Plan amendments, zone changes, or variances) that increases the overall intensity or density of Development or,in the sole and absolute discretion of the CITY's City Manager, otherwise causes a substantial modification of the Development Plan and CITY shall not approve any such application unless accompanied by an amendment to this Agreement processed in accordance with Applicable Law. Except as provided in the preceding sentence, if approved in a form to which DEVELOPER and CITY have both, in their respective sole and absolute discretion, consented in writing,any application effectuating a change in the Development Approvals or Development Plan shall be incorporated herein and any resulting modifications to the Exhibits to this Agreement, shall be administratively appended to this Agreement for tracking purposes, and a notice thereof shall be recorded in the Official Records of the County of Riverside. 3.5.1 Operating Memoranda. The provisions of this Development Agreement require a close degree of cooperation between CITY and DEVELOPER and Development of the Property hereunder may demonstrate that refinements and clarifications are appropriate with respect to the details of performance of CITY and DEVELOPER. If and when, from time to time, during the Term of this Development Agreement, CITY and DEVELOPER agree that such clarifications are necessary or appropriate, CITY and DEVELOPER shall effectuate such clarifications through operating memoranda approved in writing by CITY and DEVELOPER, which, after execution, shall be attached hereto as addenda and become a part hereof, and may be further clarified from time to time as necessary with future approval by CITY and DEVELOPER. No such operating memoranda shall constitute an amendment to this Development Agreement requiring public notice or hearing. The City Manager, in consultation with the City Attorney, shall make the determination on behalf of CITY whether a requested clarification may be effectuated pursuant to this Section 3.5.1 or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to Section 3.5, above. The City Manager shall be authorized to execute any operating memoranda hereunder on behalf of CITY. 3.6 Reservation of Authority. 3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development of the Property: 11 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 (a) Processing fees and charges of every kind and nature imposed by CITY to cover the estimated actual Costs to CITY of processing applications for Development Approvals,or Subsequent Development Approvals,or for monitoring compliance with any Development Approvals or Subsequent Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications,notices,findings,records,hearing,reports,recommendations,appeals and any other matter of procedure. (c) Changes adopted by the California Building Standards Commission to the California Building Code, from time to time, as well as local modifications to the California Building Code adopted by CITY as Subsequent Land Use Regulations. (d) Regulations imposed by the CITY which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health or safety. To the extent reasonable and feasible, any such regulations shall be applied and construed consistent with Section 3.6.2 below so as to provide DEVELOPER with the rights and assurances provided under this Agreement. (e) Regulations imposed by the CITY which are not in conflict with the Development Plan and this Agreement. (f) Regulations which are in conflict with the Development Plan provided DEVELOPER and CITY have given written consent to the application of such regulations to Development of Property. (g) Laws and regulations imposed by Federal, State, regional, or other governmental authorities, or imposed directly by the CITY as necessary to comply with Federal, State, regional or other governmental authorities' regulations, which CITY is required to enforce against the Property or the Development of the Property. For purposes of this Section 3.6 and Section 3.2 the word "conflict" means any CITY- imposed modification that: (a) changes the permitted uses of the Property, the density and intensity of use (including, but not limited to, floor area ratios of buildings and the maximum number of units), or the maximum height and size of proposed buildings in a manner that is not consistent with the vested Land Use Regulations, the Development Approvals, and/or the vested Subsequent Development Approvals; (b) imposes new or additional requirements, or changes existing requirements, for reservation or dedication of land for public purposes or requirements for infrastructure,public improvements,or public utilities that are not otherwise provided for pursuant to the vested Land Use Regulations, the Development Approvals, and/or vested Subsequent Development Approvals; (c) changes conditions upon Development of the Property other than as permitted by Section 3.6.1, the vested Land Use Regulations, the Development Approvals, and the vested Subsequent Development Approvals; (d) expressly limits the timing, phasing, or 12 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 rate of Development of the Property in a manner that is not consistent with the vested Land Use Regulations,the Development Approvals, and/or the vested Subsequent Development Approvals; (e) limits the location of building sites, grading, or other improvements on the Property in a manner that is not consistent with the vested Land Use Regulations, the Development Approvals, and/or the vested Subsequent Development Approvals; (f)unreasonably limits or controls the ability to obtain public utilities, services, or facilities in a manner that is not consistent with the vested Land Use Regulations, the Development Approvals, and/or the vested Subsequent Development Approvals (provided, however, nothing herein shall be deemed to exempt the Project or the Property from any water use rationing requirements that may be imposed from time to time in the future or be construed as a reservation of any existing sanitary sewer or potable water capacity); (g) requires, or removes the requirement for, the issuance of additional permits or approvals by CITY (except to the extent otherwise authorized by this section) other than those required by Land Use Regulations, the Development Approvals, and the vested Subsequent Development Approvals; (h) changes or removes the permitted Development Fees or adds new Development Fees, except as permitted in this Agreement; (i) establishes, enacts, increases, or imposes against the Project or the Property any special taxes or assessments other than those specifically permitted by this Agreement; 0) imposes against the Project any Development Requirement not specifically authorized by then-Applicable Law or the vested Land Use Regulations or vested Subsequent Development Approvals(including this Agreement); (k) unreasonably limits the processing or procuring of applications and approvals of Subsequent Development Approvals; or (1) changes, as against the Project, any obligations regarding affordable housing not specifically required by the Development Approvals (except to the extent otherwise necessary to comply with a mandate or law imposed by another governmental authority). 3.6.2 Future Discretion of CITY. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the Development Plan, nor shall this Agreement prevent CITY from denying or conditionally approving any Subsequent Development Approval on the basis of the existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan so long as the conditions imposed on Subsequent Development Approvals do not impose Development Requirements beyond those included in the Development Approvals; provided, however, that consistent with Section 3.5, nothing in this Section 3.6 shall in any way require that CITY grant any Subsequent Development Approval (including, without limitation, General Plan amendments, zone changes, specific plan amendments, or variances) that modifies the overall intensity or density of Development or otherwise is, in the sole and absolute discretion of the CITY, a substantial modification of the Development Plan. Such Subsequent Development Approvals may be approved,denied,or conditioned in any manner deemed appropriate by the CITY and consistent with then Applicable Laws, and shall not be limited in any way by the provisions of this Agreement. 3.6.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to 13 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 comply with such State or Federal laws or regulations, and this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.6.4 Taxes, Assessments and Fees. This Agreement shall not prevent the CITY from enacting, levying or imposing any new or increased tax, assessment or fee. 3.7 Regulation by Other Public Agencies. It is acknowledged by the Parties that other public agencies not subject to control by CITY possess authority to regulate aspects of the Development of the Property, and this Agreement does not limit the authority of such other public agencies. 3.8 Compliance with Government Code Section 66473.7. As mandated by Government Code Section 65867.5, any tentative map prepared for the subdivision(s) included within the Project will comply with Government Code Section 66473.7. 3.9 Vesting Tentative Maps. If any tentative or final subdivision map, or tentative or final parcel map,heretofore or hereafter approved in connection with Development of the Property, is a vesting map under the Subdivision Map Act (Government Code Section 66410, et seq.), and if this Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right to develop to DEVELOPER, then and to that extent the rights and protection afforded DEVELOPER under the laws and ordinances applicable to vesting maps shall supersede the provisions of this Agreement. Except as set forth immediately above, Development of the Property shall occur only as provided in this Agreement, and the provisions in this Agreement shall be controlling over any conflicting provision of law or ordinance concerning vesting maps. 3.10 Provision of Real Property Interests by CITY. In any instance where DEVELOPER is required by a condition on the Project tentative subdivision map to construct any public improvement on land not owned by DEVELOPER, CITY shall first have acquired the necessary real property interests to allow DEVELOPER to construct such public improvements. Costs associated with such acquisition or condemnation proceedings, if any, shall be DEVELOPER's responsibility. 3.11 Cooperation in Completing Development Plan. CITY agrees to cooperate with DEVELOPER,at no cost to CITY, as necessary for the successful completion of the Development Plan and fulfillment of Development Requirements,including,without limitation,accomplishment of each and every one of the Mitigation Measures, and all other requirements or conditions that may be imposed on the Development by other public agencies. 3.12 Future Tax Sharing Agreements. In the event that a hotel is opened within the Project,CITY shall enter into good faith negotiations toward a Transient Occupancy Tax("TOT") Sharing Agreement with the future hotel operator on terms mutually acceptable to the future operator and the CITY to help offset initial operational, staff training and similar related costs under which the CITY may share TOT generated by a Preferred Hotel(as defined below)with the hotel operator in an amount not to exceed One Hundred Thousand Dollars ($100,000) per year over the initial ten(10) years of hotel operations, with a maximum TOT sharing of One Million 14 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 Dollars($1,000,000)over the term of the TOT Sharing Agreement. For purposes of this paragraph 3.12, a "Preferred Hotel" is a hotel type and brand that the City determines, in its sole discretion, best suits market and community needs. As of the Effective Date, a"Preferred Hotel"is an"upper mid-scale", limited service hotel or luxury hotel. CITY further retains the right to consider the proposed hotel brand when determining whether and to what extent it will enter into a TOT Sharing Agreement. In the event that a wholesale club or big-box anchor store is opened within the Project, the CITY shall enter into good faith negotiations toward a Sales Tax Sharing Agreement with the future operator of such on terms mutually acceptable to to the wholesale club or big-box anchor store and the CITY to help offset initial operational, staff training and similar related costs on similar terms as described above for the TOT Sharing Agreement. 4. REVIEW FOR COMPLIANCE. 4.1 Periodic Review. During the Term, the City Council or, at CITY's election CITY's City Manager, shall review this Agreement annually during May of each year following the Effective Date of this Agreement, in order to ascertain the good faith compliance by DEVELOPER with the terms of the Agreement. As part of that review, DEVELOPER shall submit an annual monitoring review statement describing its actions in compliance with this Agreement, in a form acceptable to the CITY's City Manager, by April 10. The statement shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year. The amount of the annual review and administration fee shall be set by resolution of the City Council. CITY shall not hold an Annual Review unless it provides DEVELOPER at least thirty(30)days written notice of such Annual Review. 4.2 Special Review. The City Council may order a special review of compliance with this Agreement at any time. DEVELOPER shall cooperate with the CITY in the conduct of such special reviews. 4.3 Procedure. In connection with any periodic or special review, each Parry shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the Agreement, to explain the basis for such assertion, and to receive from the other Party a justification of its position on such matters. If on the basis of the Parties' review of any terms of the Agreement, either Party concludes that the other Party has not complied in good faith with the terms of the Agreement, then such Party may issue a written "Notice of Non- Compliance" specifying the grounds therefor and all facts demonstrating such non-compliance. The Party receiving a Notice of Non-Compliance shall have thirty (30) days to respond in writing to said Notice. If a Notice of Non-Compliance is contested, the Parties shall have up to sixty(60) days to arrive at a mutually acceptable resolution of the matters occasioning the Notice. In the event that the Parties are not able to arrive at a mutually acceptable resolution of the matter(s)by the end of the sixty(60) day period, the Party alleging the non-compliance may thereupon pursue the remedies provided in Section 8. 4.4 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, DEVELOPER is found to be in compliance with this Agreement, CITY shall, 15 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 upon request by DEVELOPER, issue a Certificate of Agreement Compliance ("Certificate") to DEVELOPER stating that after the most recent Periodic or Special Review and based upon the information known or made known to the CITY's City Manager and City Council that (1) this Agreement remains in effect and (2) DEVELOPER is in compliance. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. DEVELOPER may record the Certificate with the County Recorder. Additionally,DEVELOPER may at any time request from the CITY a Certificate stating, in addition to the foregoing, which obligations under this Agreement have been fully satisfied with respect to the Property, or any lot or parcel within the Property. 5. FEES AND CREDITS. 5.1 Development Fees. The current Development Fees applicable to the Project are in the amount set forth in Exhibit E. DEVELOPER agrees that all Development Approvals and Subsequent Development Approvals that do not require an amendment to this Agreement under Section 3.5 shall be subject to the Development Fees, as set forth in this Section 5.1. For the first seven (7) years of this Agreement from the Effective Date (the "Fee Freeze Period"), the Development Fees applicable to the Project shall be as set forth in Exhibit E without increase. During the three year period immediately following the Fee Freeze Period, the Development Fees applicable to the Project shall be those set forth in Exhibit E plus one half of the approved increase(s) in those fees occurring after the Effective Date and through the date the fees are paid. Any Development Fees that become due and payable after the tenth (loth) anniversary of the Effective Date shall be subject to the full Development Fee in effect at the time that such Development Fees are paid. Decreases in in the Development Fees, if any, shall apply to the Development of the Project. 5.2 Credits. DEVELOPER may earn credits toward the payment of Development Fees in exchange for its construction of public improvements that are otherwise designated for funding with Development Fees; provided, however, that any credits against Development Fees shall be utilized only in connection with the Development of the Project on the Property. 5.3 Reimbursements. CITY and DEVELOPER may enter into Reimbursement Agreements for each of public improvement that is otherwise designated for funding with Development Fees; provided, however, that in no event shall DEVELOPER receive reimbursements that exceed one hundred percent (100%) of the Actual Costs of Construction of any such improvement(s). 5.4 Credit/Reimbursement Agreements for Development Fees. To receive credits pursuant to Section 5.2 or reimbursements pursuant to Section 5.3, DEVELOPER must first enter into an agreement with CITY ("Credit/Reimbursement Agreement") which shall include terms that: (i) give DEVELOPER the specific impact fee credits in accordance with Section 5.2 (if applicable); (ii) establish a mechanism for DEVELOPER to obtain, for a period of ten (10) years following the effective date of each Credit/Reimbursement Agreement, reimbursements from CITY for contributions associated with public improvement constructed by DEVELOPER that are in excess of DEVELOPER's otherwise applicable obligations, with such reimbursements coming 16 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 solely from the transfer from CITY to DEVELOPER of the Development Fees (if any) paid after the Effective Date that would otherwise be eligible for expenditure on the public improvement constructed by DEVELOPER. 5.4.1 Limitation on Total Credits and Reimbursements. For each public improvement that is subject to a Credit/Reimbursement Agreement, the total credits and reimbursements shall not exceed the dollar amount of the Actual Cost of Construction of such improvement. 5.4.2 Interpretation and Precedence. This Section 5.4 shall be deemed an application for such credits and reimbursements if such credits and reimbursements require an application under the CITY's Municipal Code. Further, this Section 5.4 shall control over any contrary provisions applicable to Development Fee credits and reimbursements in the CITY's Municipal Code. 5.5 Transportation Uniform Mitigation Fee Reimbursement Agreements. CITY will cooperate in good faith,but at no cost to CITY,in working with the Western Riverside Council of Governments to facilitate a reimbursement agreement(s) through which DEVELOPER can receive Transportation Uniform Mitigation Fee program credits in exchange for building one or more improvements identified in the Transportation Uniform Mitigation Fee program. 5.6 Public Benefit. DEVELOPER shall, subject to this Agreement, construct or cause the construction of all of the community and area-wide infrastructure within the time and as set forth in Exhibit F, even though those benefits exceed the Development Requirements the CITY could otherwise impose on the Project. CITY and DEVELOPER agree that this Agreement serves as a contractual mechanism through which the CITY can facilitate construction of such facilities. 5.7 Contingent Payment of Public Benefit Fee. If a senior village project is constructed in the Project prior to the earlier of. (i)the issuance of a certificate of occupancy of a hotel; (ii) issuance of a certificate of occupancy for the Anchor Building; or (iii) issuance of a certificate of occupancy for at least ninety-five percent(95%)of the net square footage of all other commercial development identified in the Site Plan (excluding the Anchor Building) ("Milestones"), then DEVELOPER shall pay to CITY an "Early Residential Fee" in the amount of Two Hundred Eighty Five Dollars ($285) per occupied senior village unit per year in conjunction with the Annual Review pursuant to Section 4.1 until one of the Milestones is satisfied. 5.8 Challenges to Fees. Nothing set forth herein is intended or shall be construed to limit or restrict whatever right the DEVELOPER might otherwise have to challenge any fee, charge, assessment, or tax either not set forth in this Agreement or not in effect as of the Effective Date. DEVELOPER-shall timely pay all applicable fees, charges, assessments, and special and general taxes validly imposed in accordance with the Constitution and laws of the State of California, including without limitation school impact fees in accordance with Government Code §§ 65995, et seq. 6. FINANCING FOR PUBLIC IMPROVEMENTS AND SERVICES. 6.1 Formation of Assessment District(s). If requested by DEVELOPER, CITY and DEVELOPER will cooperate in the formation of any Assessment District to fund DEVELOPER's 17 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 obligation to construct public improvements necessitated by the Project. Notwithstanding the foregoing, it is acknowledged and agreed by the Parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or to issue and sell bonds. 6.1.1 CITY Advances. Upon written request of CITY, DEVELOPER will advance amounts necessary to pay all Costs and expenses of CITY to evaluate and structure any Assessment District; CITY will not be obligated to pay any Costs related to the formation or implementation of any Assessment District from its funds. CITY staff will meet with the DEVELOPER to establish a preliminary budget for such Costs, and will confer with DEVELOPER from time to time as to any necessary modifications to that budget. 6.1.2 DEVELOPER Reimbursements. Any Assessment District will,to the extent allowable under Applicable Law, provide for the reimbursement to DEVELOPER of any advances by DEVELOPER described in Section 6.1.1, and any other costs incurred by DEVELOPER that are related to the Assessment District,such as the costs of legal counsel, special tax consultants, and engineers. DEVELOPER agrees to promptly submit to CITY a detailed accounting of all such other costs incurred by DEVELOPER at such time as DEVELOPER makes application for reimbursement. 6.1.3 Selection of Consultants. CITY shall consult with DEVELOPER prior to engaging any consultant (including bond counsel, underwriters, appraisers, market absorption analysts, financial advisors, special tax consultants, assessment engineers and other consultants deemed necessary to accomplish any financing) and DEVELOPER shall be allowed an opportunity to provide input on each proposed consultant; provided, however, that CITY shall retain sole and absolute discretion with regard to the selection of consultants. 6.2 Formation of Infrastructure, Business Improvement, and/or Maintenance Assessment District(s). CITY may request that DEVELOPER agree to annex the Property into an Assessment District for purposes of funding costs of maintenance services. DEVELOPER, on behalf of itself and its successors in interest, hereby irrevocably consents to the annexation of the Property into the Assessment District and waives any and all right of protest or objection with respect to such annexation. DEVELOPER agrees to cooperate with CITY and take all necessary action to accomplish the annexation of the Property into the Assessment District, for the purposes of funding maintenance services for the Project. DEVELOPER agrees to cooperate in the imposition of assessments related to the Assessment District, including without limitation, if required by CITY, the submission of a ballot to CITY by DEVELOPER (or its successors in interest) in favor of the annexation into the Assessment District and the levying of such assessments. 6.3 Maintenance of Legislative Discretion. Nothing in this Section 6 shall be construed as a commitment by CITY to annex the Property into the Assessment District or as a limitation on CITY's legislative discretion with respect thereto. DEVELOPER has agreed to the financing provisions set forth in this Section 6 and to perform the obligations hereunder in exchange for the consideration and benefits provided to DEVELOPER by CITY under this 18 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 Agreement, including without limitation the vested right to develop the Property in accordance with Section 3.1. 6.4 Covenant Regarding Assessment District. For avoidance of doubt, the Parties agree that this Agreement includes and constitutes a covenant not to contest the annexation into the Assessment District as set forth in Paragraph 6.2. The covenant shall be binding upon successive owners of the Property, or any portion thereof, and shall also be binding upon any and all homeowners associations that have covenants, conditions, and restrictions governing the use of the Property. 7. DEFAULT AND REMEDIES. 7.1 Specific Performance Available. The Parties acknowledge that money damages and remedies at law generally are inadequate and specific performance is a particularly appropriate remedy for the enforcement of this Agreement and should be available to DEVELOPER and CITY because the size, nature and scope of the Project, make it impractical or impossible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation,DEVELOPER and/or CITY may be foreclosed from other choices they may have had to utilize or condition the uses of the Property or portions thereof. DEVELOPER and CITY have invested significant time and resources in performing extensive planning and processing for the Project and in negotiating and agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, such that it would be extremely difficult to determine the sum of money which would adequately compensate DEVELOPER and/or CITY for such efforts. The Parties therefore agree that specific performance shall be the sole remedy available for a breach of this Agreement. 7.2 Money Damages Unavailable. Neither DEVELOPER nor CITY shall not be entitled to any monetary compensation, whether characterized as money damages or injunctive or other relief compelling the payment of money, including attorney fees, from the other Party by reason of, arising out of, based upon, or relating to (a) the interpretation, enforcement, performance, or breach of any provision of this Agreement, or (b) the respective rights or duties of any of the Parties under the Development Approvals, the Subsequent Development Approvals, any Development Requirement, the Land Use Regulations, or the Subsequent Land Use Regulations. Notwithstanding the foregoing, CITY may recover from DEVELOPER any fees owed under or pursuant to this Agreement; and DEVELOPER may recover from CITY the right to exercise any credits and the right to receive any reimbursements under or pursuant to this Agreement. 7.3 Termination of Agreement. 7.3.1 Termination of Agreement for Default of DEVELOPER. CITY in its discretion may terminate this Agreement for any failure of Default by DEVELOPER; provided,however, CITY may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 4.3 and thereafter providing written notice to DEVELOPER of the Default setting forth the nature of the Default and the actions, if any, required by DEVELOPER to cure such Default and, where the Default can be cured, DEVELOPER has failed to take such actions and cure such Default within thirty(30)days 19 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 after the effective date of such notice or, in the event that such Default cannot be cured within such thirty (30) day period but can be cured within a longer time, as reasonably determined by the CITY in its sole discretion, DEVELOPER has failed to commence the actions necessary to cure such Default within such thirty (30) day period and to diligently proceed to complete such actions and cure such Default. 7.3.2 Termination of Agreement for Default of CITY. DEVELOPER in its discretion may terminate this Agreement for any Default by CITY; provided, however, DEVELOPER may terminate this Agreement pursuant to this Section only after providing written notice by DEVELOPER to the CITY of the Default setting forth the nature of the Default and the actions, if any, required by CITY to cure such Default and, where the Default can be cured, the failure of CITY to cure such Default within thirty(30) days after the effective date of such notice or, in the event that such Default cannot be cured within such thirty (30) day period, the failure of CITY to commence to cure such Default within such thirty (30) day period and to diligently proceed to complete such actions and to cure such Default. 7.3.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no Party shall have any further right or obligation hereunder except with respect to (i) any obligations to have been performed prior to said termination, or (ii) any Default in the performance of the provisions of this Agreement which has occurred prior to said termination. 8. INDEMNIFICATION AND THIRD PARTY LITIGATION. 8.1 Indemnities by DEVELOPER. 8.1.1 General Indemnity. DEVELOPER agrees to indemnify, protect, defend, and hold harmless the CITY Parties from and against any and all Claims which may arise, directly or indirectly, from the acts, omissions, or operations of DEVELOPER or DEVELOPER's agents, contractors, subcontractors, agents, or employees pursuant to this Agreement, but excluding any loss resulting solely from the intentional or active negligence of the CITY Parties. Notwithstanding the foregoing, (i) CITY shall have the right to select and retain counsel to defend any such action or actions and DEVELOPER shall pay the cost thereof,provided,however,that the Parties agree to attempt in good faith to coordinate and/or consolidate their defense of any Claim that is subject to the indemnification provisions of this Section;and(ii)this indemnity obligation shall not apply to any Claim for which DEVELOPER has provided a separate indemnity to the CITY by way of a separate instrument mutually accepted by the Parties. 8.1.2 Prevailing Wage Indemnity and Notice to Developer of Labor Code Section 1781. In connection with,but without limiting,the indemnification obligations set forth in Section 9.1.1, DEVELOPER hereby expressly acknowledges and agrees that the CITY is not by this Agreement affirmatively representing, and has not previously affirmatively represented, to the DEVELOPER or any contractor(s) of DEVELOPER for any construction on or Development on or adjacent to the Property, in writing or otherwise, in a call for bids or any agreement or otherwise, that any work to be undertaken on the 20 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 Property, as may be referred to in this Agreement or construed under this Agreement, is not a "public work," as defined in Section 1720 of the Labor Code, or under any similar existing or hereinafter enacted law or regulation. The Parties agree that,in connection with the Development and construction (as defined by Applicable Law) of the Project, including, without limitation, any and all public works (as defined by Applicable Law), DEVELOPER shall bear all risks of payment or non-payment of prevailing wages under California law and/or federal law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. With respect to the foregoing, DEVELOPER shall be solely responsible, expressly or impliedly and legally and financially, for determining and effectuating compliance with all applicable federal, state and local public works requirements, prevailing wage laws, and labor laws and standards, and CITY makes no representation, either legally and/or financially, as to the applicability or non-applicability of any federal, state and local laws to the construction of the Project as it may be amended pursuant hereto or otherwise. Without limiting the foregoing, DEVELOPER shall indemnify, protect, defend and hold harmless the CITY Parties, with counsel reasonably acceptable to CITY, from and against "increased costs" as defined in California Labor Code Section 1781 (including CITY's reasonable attorneys' fees, court and litigation costs, and fees of expert witnesses) in connection with the Development or construction(as defined by Applicable Law) of or on the Property, that results or arises in any way from (1) non-compliance by DEVELOPER of the requirement, if and to the extent applicable, to pay federal or state prevailing wages and hire apprentices, or(2) failure by DEVELOPER to provide any required disclosure or identification as required by California Labor Code Sections 1720 et seq. including without limitation specifically Section 1781, as the same may be amended from time to time. The foregoing indemnity shall survive the expiration or earlier termination of this Agreement. 8.2 Indemnification_Procedures. Wherever this Agreement requires DEVELOPER to indemnify any CITY Party: 8.2.1 Prompt Notice. CITY shall promptly notify DEVELOPER in writing of any Claim. 8.2.2 Cooperation. CITY shall reasonably cooperate with DEVELOPER's defense, provided DEVELOPER reimburses CITY's actual reasonable out of pocket expenses (including Legal Costs) of such cooperation. 8.2.3 Settlement. Any settlement shall require the prior written consent of both CITY and DEVELOPER, which consent shall not be unreasonably withheld if the settlement is objectively financially reasonable. If CITY refuses to authorize a settlement that is objectively financially reasonable, it shall be responsible for costs and damages of the Claim that are in excess of those incurred through the date of the CITY's rejection of the proposal, plus the amount of the proposal. 8.2.4 CITY Cooperation. CITY shall reasonably cooperate with DEVELOPER's defense, provided DEVELOPER reimburses CITY for its actual reasonable out of pocket expenses (including Legal Costs) of such cooperation. 21 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 8.2.5 Insurance Proceeds. DEVELOPER's obligations shall be reduced by net insurance proceeds CITY actually receives for the matter giving rise to indemnification. 8.3 Third Party Litigation. CITY shall promptly notify DEVELOPER of any Claim against CITY and/or any CITY Party, and/or any other administrative or judicial action to challenge, set aside, void, annul, limit or restrict the approval and continued implementation and enforcement of this Agreement. DEVELOPER agrees to reimburse the CITY for its reasonable Legal Costs incurred in connection with the defense of the Claim and to fully defend and indemnify CITY for all costs of defense and/or judgment obtained in any such action or proceeding. CITY and DEVELOPER agree to cooperate in the defense of such action(s). 8.4 Challenge to Enforceability of Specific Obligations. The Parties have determined in good faith that each of the provisions of this Agreement are valid and enforceable. Notwithstanding, if a court of competent jurisdiction finds invalid or unenforceable any provision of this Agreement purporting to supersede or otherwise render ineffectual any federal, state, or local law or regulation in existence as of the Effective Date, DEVELOPER shall perform its obligations under such law or regulation as it existed on the Effective Date, or as otherwise specifically directed by a court of competent jurisdiction. 9. MORTGAGEE PROTECTION. The Parties hereto agree that this Agreement shall not prevent or limit DEVELOPER from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with DEVELOPER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. Subject to compliance with Applicable Laws, CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided CITY determines such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any Default by DEVELOPER in the performance of DEVELOPER's obligations under this Agreement. (c) If CITY timely receives a request from a Mortgagee requesting a copy of any notice of Default given to DEVELOPER under the terms of this Agreement, CITY shall make a good faith effort to provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of Default to 22 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 DEVELOPER. The Mortgagee shall have the right, but not the obligation, to cure the Default during the remaining cure period allowed such Party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof,pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. However, no Mortgagee (including one who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, lease termination, eviction or otherwise) shall have any obligation to construct or complete construction of improvements, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not be entitled to develop the Property or receive any benefit provided under this Agreement unless it first agrees in writing to fully comply with this Agreement and the Development Plan. 10. MISCELLANEOUS PROVISIONS. 10.1 Option to Terminate Due to Litigation. If a lawsuit is filed challenging the Development Approvals or the ordinance approving this Agreement within the time periods for the filing of such lawsuits under the California Environmental Quality Act(Public Resources Code section 21000 et seq.) or the State Planning and Zoning Law (Government Code section 65000 et seq.), then the Parties shall meet and confer concerning the potential impact of the lawsuit on this Agreement and the Development of the Project. Within thirty (30) days of such meeting, if DEVELOPER determines that such litigation may have an unacceptable adverse impact on the Project or its rights under this Agreement, DEVELOPER may in its discretion terminate this Agreement by sending CITY a written notice of such termination, and the Parties shall be relieved of any further obligations to this Agreement, to the extent that such obligations have not been performed or have been incurred prior to such termination. DEVELOPER acknowledges and agrees that if this Agreement is terminated, other than by court order, CITY shall have the option to restore the General Plan, the Specific Plan, and zoning to the condition that existed prior to the adoption of the Development Approvals or ordinance approving this Agreement. In no event, however, shall DEVELOPER bring or cause to bring a lawsuit in any court against CITY to invalidate any provision in this Agreement that would result in the ability of DEVELOPER to keep the Development Approvals without having to comply with the terms and conditions of this Agreement. 10.2 Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City Clerk within the period required by Section 65868.5 of the Government Code. Amendments approved by the Parties, and any termination, shall be similarly recorded. 10.3 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the Parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations,understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 23 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 10.4 Estoppel Certificate. Any Party hereunder may,at any time,deliver written notice to any other Parry requesting such Party to certify in writing that, to the best knowledge of the certifying Party, (i)this Agreement is in full force and effect and a binding obligation of the Party; (ii)this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments; and(iii) the requesting Party is not in Default in the performance of its obligations set forth in this Agreement or, if in Default, to describe therein the nature and amount of any such Defaults. A Party receiving a request hereunder shall execute and return such Certificate within sixty (60) days following the receipt thereof. Any third party including a Mortgagee shall be entitled to rely on the Certificate. 10.5 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of any Party has been materially altered or abridged by such holding. 10.6 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. Any dispute between CITY and DEVELOPER over this Agreement shall be filed, and tried, in the Superior Court of the County of Riverside. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party or in favor of CITY shall not be employed in interpreting this Agreement, each of the Parties having been represented by counsel in the negotiation and preparation hereof. 10.7 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 10.8 Singular and Plural. As used herein,the singular of any word includes the plural. 10.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.10 Waiver. Failure of a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party,or the failure by a Party to exercise its rights upon the Default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 10.11 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the Parties and their successors and assigns. No other Person shall have any right of action based upon any provision of this Agreement. 10.12 Force Majeure. Subject to the limitations set forth below, the Term of this Agreement and the time within which any Party shall be required to perform any act under this Agreement shall be extended by a period of time equal to the number of days during which performance of such act is delayed unavoidably and beyond the reasonable control of the Party seeking the delay by: strikes; acts of God; unusually severe weather, but only to the extent that such weather or its effects (including, without limitation, dry out time) result in delays that cumulatively exceed twenty (20) days for any winter season occurring after commencement of 24 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 construction of the Project; failure or inability to secure materials or labor in a commercially reasonable manner by reason of a new priority or new regulations or order of any governmental or regulatory body; a declaration of emergency as a result of a public health issue, including the occurrence of any pandemic; changes in local, state, or federal laws or regulations that render performance commercially infeasible; any development moratorium or any action of other public agencies that regulate land use, development, or the provision of services and that unreasonably prevents, prohibits, or delays construction of the Project due to circumstances beyond DEVELOPER's control, including without limitation any extension authorized by Government Code Section 66463.5(d); enemy action; civil disturbances; wars; terrorist acts; fire; unavoidable casualties; referenda; or mediation, arbitration, litigation, or other administrative or judicial proceeding commenced by a third party and involving the Development Approvals or Subsequent Development Approvals or this Agreement (each a "Force Majeure Delay"). An extension of time shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if written notice by the Party claiming such extension is sent to the other Parties within thirty (30) days of the commencement of the cause. If written notice is sent after such thirty (30) day period, then the extension shall commence to run no sooner than thirty (30) days prior to the giving of such notice. The cumulative extensions of time for Force Majeure Delays for individual performance obligations hereunder shall not exceed five (5) years, and the cumulative extensions of the expiration of this Agreement as a result of Force Majeure Delays shall not exceed two (2) years, unless otherwise agreed to in writing in accordance with Section 10.13. 10.13 Extension of Time Limits. The time limits set forth in this Agreement may be extended by mutual consent in writing of the Parties without amendment to this Agreement. Except as otherwise specified in this Agreement, each Party may agree or refuse to agree to any extension of time in its sole and absolute discretion. 10.14 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 10.15 Successors in Interest. As provided in Section 65868.5 of the Government Code, and except as otherwise provided in this Agreement, all of the terms, provisions, covenants and obligations contained in this Agreement shall be binding upon, and inure to the benefit of, CITY and DEVELOPER, and their respective successors and assigns. In no event shall this Agreement impose obligations on Individual Unit Owners. From and after the date that certificates of occupancy have been issued (or a final inspection is completed when no certificate of occupancy is required) for all buildings and improvements to be constructed on a parcel within the Project(or with respect to a single-family dwelling unit on a single-family residential lot), such parcel shall not be burdened with the obligations of DEVELOPER under this Agreement. 10.16 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if each of the Parties had executed the same instrument. 10.17 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by any Party hereto for the purpose of enforcing, construing or determining 25 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Riverside, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 10.18 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the Development of the Project is a private Development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership,joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and DEVELOPER is that of a government entity regulating the Development of private property and the owner of such property. 10.19 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 10.20 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain. 10.21 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both Parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements. The Parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. 10.22 Authority to Execute. The Person or Persons executing this Agreement on behalf of DEVELOPER warrants and represents that he/they have the authority to execute this Agreement on behalf of his/their corporation, partnership or business entity and warrants and represents that he/they has/have the authority to bind DEVELOPER to the performance of its obligations hereunder. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first set forth above. [Signatures Attached] 26 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 CITY: —�T.X,9(9,�4ENIFEE By V v U Mayor ATTES ,.,,Signed by: By Sa.�a.�, 27� ✓3XCBT22X�4� City Clerk APPROV%D ocu�k ne �y0 FORM: By F -: " , (i Q{fo ity° WIff rney (SEAL) DEVELOPER: KELCO PROPERTIES, LLC, a California limited liability company. By Title By Title By Title PLATINUM PROPERTIES, LLC, a California limited liability company. By Title By Title By 27 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 Title 28 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss: COUNTY OF ) On , 2020 before me, Notary Public (insert name and title of the officer), personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: [Seal] 29 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT A Legal Description of the Property THE SUBJECT PROPERTY IS SITUATED IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: ASSESSOR PARCEL NO. 360-380-002: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 15,TOWNSHIP 6 SOUTH, RANGE 3 WEST, SAN BERNARDINO AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 15; THENCE NORTH 0° 20' WEST, ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER, 495 FEET; THENCE SOUTH 89' 55' EAST, PARALLEL WITH THE SOUTH LINE OF SAID SOUTHEAST QUARTER, 743.65 FEET; THENCE SOUTH 0° 20' EAST, PARALLEL WITH THE WEST LINE OF SAID SOUTHEAST QUARTER, 495 FEET TO A POINT ON THE SOUTH LINE OF SAID SOUTHEAST QUARTER; THENCE NORTH 890 55' WEST, ALONG SAID SOUTH LINE, 748.65 FEET TO THE POINT OF BEGINNING.EXCEPTING THEREFROM THE SOUTHERLY RECTANGULAR 30 FEET AS CONVEYED TO THE COUNTY OF RIVERSIDE, BY DEED RECORDED SEPTEMBER 7, 1948 IN BOOK 1009 PAGE 227 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ASSESSOR PARCEL NO. 360-380-007: THAT PORTION OF PARCEL 1,LOT"A"AND A PORTION OF LOT`B"OF PARCEL MAP NO. 10,610 AS SHOWN BY MAP ON FILE IN BOOK 58, PAGE 76 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTH ONE-QUARTER CORNER OF SECTION 15, TOWNSHIP 6 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, SAID QUARTER CORNER BEING A POINT ON THE CENTER LINE OR SCOTT ROAD; THENCE SOUTH 89' 54' 46" EAST ALONG SAID CENTER LINE OF SCOTT ROAD,A DISTANCE OF 748.65 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 00 20' 43" WEST PARALLEL TO THE NORTH- SOUTH CENTER OF SECTION LINE A DISTANCE OF 495.00 FEET; THENCE SOUTH 89' 54' 46" EAST PARALLEL TO SAID CENTER LINE OF SCOTT ROAD, A DISTANCE OF 570.98 FEET TO A POINT ON THE CENTER LINE OF HAUN ROAD BEARING SOUTH 00 19' 48" EAST 2133.29 FEET FROM THE CENTER LINE INTERSECTION OF HAUN ROAD AND WICKERD ROAD; THENCE SOUTH 0° 19' 48" EAST ALONG SAID CENTER LINE, A DISTANCE OF 495.00 FEET TO THE CENTER LINE INTERSECTION OF HAUN ROAD AND SCOTT ROAD; THENCE NORTH 890 54' 46"WEST ALONG SAID CENTER LINE OF SCOTT ROAD, A DISTANCE OF 570.85 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED APRIL 2, 1973, AS INSTRUMENT NO. 41166, RECORDS OF RIVERSIDE COUNTY. EXHIBIT A 916/031858-0003 15091031.1 a05/21/20 -1- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 ASSESSOR PARCEL NO. 360-380-009: PARCEL A OF LOT LINE ADJUSTMENT NO. LLA 17-008 PER DOCUMENT RECORDED MARCH 20, 2018 AS INSTRUMENT NO. 2018-0104555 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY. ASSESSOR PARCEL NO. 360-380-010: PARCEL B OF LOT LINE ADJUSTMENT NO. LLA 17-008 PER DOCUMENT RECORDED MARCH 20, 2018 AS INSTRUMENT NO. 2018-0104555 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY. EXHIBIT A 916/031858-0003 15091031.1 a05/21/20 -2- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT B Map Showing Property and Its Location EXHIBIT B 916/031858-0003 15091031.1 a05/21/20 -I' DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 15 t aROAD4 _____ LOT F -r.. 7 _— _ ____ __—_—— �[ I Ia POR PAR 1 I � x I I E l r P[)R PAR 1 r r " I PP]6 90 4—T P,M Pg±t POR PAR 7 I 'U Pg 3f I N I m n G=ei `0, y MIN 4i9-0 L.94 AC NL I � � ap I � n I 2 I C l [It I m � I 67 1 I I I I � a I ^ ap g I -, POrR PAR 7 ' n 002 aoonc.t ;wncMc �1 I I .%s I 5 coR SCCTT ROAD LOT A g EXHIBIT „B" �' `�' w F Y�} $ C E$ d I w m EXHIBIT B 916/031858-0003 15091031.1 a05/21/20 -2- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT C Development Plan The Development Plan under the Agreement is the plan for the Development' of the Property, as set forth in and regulated by the Development Approvals, planning and zoning standards, regulations, applicable conditions of approval, and criteria for the Development of the Property, all as contained in the following:2 1. The Menifee General Plan 2. Title 9, Planning and Zoning, of the Menifee Municipal Code 3. Menifee Municipal Code Chapter 8.26, Grading Regulations 4. Title 7, Subdivisions, of the Menifee Municipal Code 5. The Design Guidelines of the City of Menifee, adopted by the Menifee City Council on April 15, 2020. 6. Plot Plan No. 2017-287 ("Plot Plan") proposes the construction of 268,393 sq. ft. of retail commercial buildings, including a 157,844 sq. ft. Anchor Building with gas station, 123,770 sq. ft., 5-story hotel (135 rooms), and a two-phase 304-unit (390-bed) senior assisted living, independent living and memory care facility on 54.01 gross acres, adopted by the City Council of the City of Menifee on July 1, 2020 and provides the required contents of a Development Plan in compliance with Government Code section 65865.2. The Plot Plan specifically contemplates and requires that the retail commercial buildings on the Property would cover 33.11 gross acres of the total Property, and would consist of the following: (i) Shops 1 (8,600 sq. ft.); (ii) Shops 2 (9,000 sq. ft.); (iii) Shops 3 (9,900 sq. ft.); (iv) Shops 4 (6,600 sq. ft.); (v) Shops 5 (10,800 sq. ft.) (with a site plan option to instead construct a 9,000 sq. ft. facility with a drive through); (vi) Shops 6 (9,600 sq. ft.); (vii) Fitness Center(37,000 sq. ft.); (viii) Pad 1 Restaurant(7,721 sq. ft.); (ix) Pad 2 Restaurant(5,560 sq. ft.); (x)Pad 3 Restaurant(2,368 sq. ft.); (xi)Pad 4 Restaurant 3,400 sq. ft.); (xii) Anchor Building with gas station (157,844 sq. ft.). In addition, a hotel will cover 4.29 gross acres of the Property, a senior living facility will cover 12.88 gross acres of the Property and will consist of a two-phase 304-unit (390-bed) senior assisted living, ' All capitalized terms used in this Exhibit C shall have the meaning assigned to those terms in the Junction Development Agreement, to which this Exhibit C is attached. 2 Under Section 3.2 of the Agreement, except as otherwise provided in the Agreement, those portions of the items listed on Exhibit C that govern permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to Development of the Property, shall govern the Development of the Property. EXHIBIT C 916/031858-0003 15091031.1 a05/21/20 -1- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 independent living,and memory care facility;the Property consists of a total of 54.01 gross acres. 7. Conditional Use Permit 2018-288 authorizing, subject to the conditions contained therein, the gas station and senior living uses depicted on the Plot Plan 8. The Mitigation Measures identified in Exhibit D. 9. All other ordinances,resolutions,codes,rules,regulations,CITY adopted plans and official policies of CITY adopted and effective on or before the Effective Date governing Development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings,the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the Development of the Property. 10. Variances, conditional use permits, master plans, public use permits, and plot plans that constitute Subsequent Development Approvals. COMPLETE COPIES OF THE DEVELOPMENT PLAN ARE ON FILE WITH THE CITY CLERK. EXHIBIT C 916/031858-0003 15091031.1 a05/21/20 -2- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT C-1 Site Plan EXHIBIT C-I 916/031858-0003 15091031.1 a05/21/20 -I- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 Z. I s q cal ,. ,111CAsIw =III �IrL �IL VICINITY MAP s _- I [ _N HOTEL SUMMARY I _ el rl - 111 ill w�Hoa aNin Ns ° r C _ BUILDING AREA �Ci_ 1- �I - - •:-I F f5 9a�- �L� .I - - gwarv�tancEo�ri;naE PHASE IB PARKING SUMMARY: .. ..._....m- a PARKING PROVIDED: 's ,.. ,.. _ _ - _ lr GA66TATION' 'T _ `� y P�rervs�F «wn„waae I � 1 T „z c NG 111RED. PARq REO �� -_ �JTITCTITfU Qi�$9 III_ L L"' Xa ou P 65Tcus - - f2!6 renuretl ibW stalk 95TALL91 .J-1..11 I I I I I-CE I I L _ ssr _ au�sra,�s Ra O�P84 t SHOP55 +#�j � _ I,�evarveea�ne er�uree ,sTnut I�IIII , (ate v��mm�s , Ps � 1712 ❑ f �— — ! _ FITNESS CENTER n {r -I ^ nrT u SENIOR HOUSING SUMMARY rnus „o.,tea- �s��-,.�,n. a - BUILDING AREA .T o}� = TwT °� w. T wm-. a axn>mmnv.. r q� 7 F ] YR-9JF cr�a °a EA°SrF aF .—a � s. „Ere E p I� / CPbt PAD, _ SHOPse - PARKING SUMMARY SENIOR HOUSING ,.,.—,.... INUEPENOENT UYING: UNITS REQ.PROV. .a. ®� .. ER1 1. sinus PFa e� - ASSISTED uvw rn��— ,sPsaauNrrs_ .--.--ems �C M iMORYCARE U LLPEsceE°s ...rv°s. TOTE tun a a� ti.,M.a ss -- PROPOSED SITE PLAN 'ARK. of°. SITE SUMMARY PARKING SUMMARY RETAIL' ExlsTms zo«r,a Foc ss PARKING REQUIRED RETAIL'. o -Ts PARKING PROVIDED RE—FAIL. SITE SUMMARY(OPTION#1) SITE SUMMARY(OPTION#2) _ ,H I I I I I I I I f - RETAIL SUMMARY RETAIL SUMMARY POPe aaTa nus sso.o00 "' s IC I Isr�o a.s ®I--- MUIPLD-NGAREA s BUIL IDING AREA vl, . 1 R—ITE . , xe—F57 t��.Enax�a.esw,alu x:.a N,mc s.r ua,seasrnul l AIIR z srnu r ... , a. , ,.� ,�:orremc P3rc.q ores or,rrcµ°,°reAc, CF covwacE PO ,esols. oovEaacE TO ,e.se aKESPnc t® awrere,l.a°� sl- D OPTION ,«,.... .w k.,... SITE PLAN JUNCTION AT MENIFEE Menifee CA A-1 Mc�daa x: ,ras,o, Scheme III'' o DATE FEJISIONS 280 • �oKcuslHa-�oaTE ez,�zo a5calo I _Ioo 200 III Pacifica,Suite61B PdCTen Pa/IVE Irvine,CallPomla 92518 ,00 z IzossANTIAGOBRmE 0 iI;99B553.1117 �r:9g9.A79795fi _ NEWPORT BEACH,CA 02660 rrugarchlfectuream EXHIBIT C-1 916/031858-0003 15091031.1 a05/21/20 —2— DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT D Mitigation Measures EXHIBIT D 916/031858-0003 15091031.1 a05/21/20 -I DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 MITIGATION MONITORING/REPORTING PLAN A. INTRODUCTION Section 21081.6 of the Public Resources Code requires a Lead Agency to adopt a "reporting or monitoring program for the changes made to the project or conditions of project approval, adopted in order to mitigate or avoid significant effects on the environment" (Mitigation Monitoring Program, Section 15097 of the CEQA Statute and Guidelines provides additional direction on mitigation monitoring or reporting). The City of Menifee is the Lead Agency for the Junction at Menifee Valley Project (the "Project"). An Environmental Impact Report (EIR No. 495)and Addendum to EIR No. 495 have been prepared to address the potential environmental impacts of the Project. Where appropriate, these environmental documents identified Project design features or recommended mitigation measures to avoid or to reduce potentially significant environmental impacts of the Project. This Mitigation Monitoring/Reporting Plan (MMRP) is designed to monitor implementation of the mitigation measures identified for the Project. The MMRP is subject to review and approval by the Lead Agency as part of the certification of the EIR and adoption of project conditions. The required mitigation measures are listed and categorized by impact area, as identified in the Addendum to EIR No. 495, with an accompanying identification of the following: • Monitoring Phase, the phase of the project during which the mitigation measure shall be monitored; o Pre-Construction, including the design phase o Construction o Pre-Occupancy (prior to issuance of a Certificate of Occupancy) o Occupancy (post-construction) • Enforcement Agency, the agency with the power to enforce the mitigation measure; and • Monitoring Agency, the agency to which reports including feasibility, compliance, implementation, and development are made. The Project Applicant shall be responsible for implementing all mitigation measures unless otherwise noted. B. MMRP Aesthetics MM IV.B-1 The following measures would reduce the project's significant impact to scenic vistas: • The proposed landscape plan shall be prepared to include landscape screening throughout the project site to further screen the proposed project from off-site The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 1 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 views. Landscaping shall be provided on the eastern side of the project site in order to screen the project from the scenic highway corridor. • The use of screen plantings which include coast live oak, holly oak, white willow, and afghan pine shall be employed so that the resulting visual characteristics are compatible with their surroundings. • The landscape plan shall be subject to review and approval by Project Review staff prior to issuance of building permits. • Colors used for exterior building surfaces shall match the hue, lightness, and saturation of colors of the immediately surrounding trees and vegetation. Several colors matching those of the surrounding trees and vegetation shall be used in order to minimize uniformity. • Prior to building permit issuance, the grading plan, development plan, landscaping plan, sign plan, elevations, and colors and materials shall receive review and approval of the City of Menifee Community Development Department. • The landscaping plan shall preserve and incorporate native materials such as rocks. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.B-2 Prior to issuance of the Building permit, an exterior lighting plan shall be submitted for review and approval by the City of Menifee Community Development Department. The lighting plan shall include but not necessarily be limited to the following: • Proposed project lighting would follow the City of Menifee Dark Sky Ordinance Number 2009-024. • The exterior lighting plan shall show all potential light sources with the types of lighting and their locations. • Typical lighting shall include low mounted, downward casting and shielded lights that do not cause spillover onto adjacent properties and the utilization of motion detection systems where applicable. • No flood lights shall be utilized. • Lighting shall not "wash out" structures or any portions of the site. • Lighting shall be limited to the areas that would be in operation during nighttime hours. • Low intensity, indirect light sources shall be encouraged. The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 2 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 • On-demand lighting systems shall be encouraged. • Mercury, sodium vapor, and similar intense and bright lights shall not be permitted except where their need is specifically approved and their source of light is restricted. • All light sources shall be fully shielded from off-site view. • All buildings and structures shall consist of non-reflecting material or be painted with non-reflective paint. • Light fixtures shall not be located at the periphery of the property, unless, due to safety or other concerns, the City of Menifee Community Development Department specifically approves light fixtures on the periphery, and these light fixtures are properly shielded from sensitive receptors. Also, light fixtures shall shut off automatically when the use is not operating. Security lighting visible from the highway shall be motion-sensor activated. • All lighting shall be installed in accordance with building codes and the approved lighting plan during construction. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department Air Quality MM W D-1 In order to reduce the release of ROGs to the atmosphere during architectural coating applications, all architectural coatings used shall have a VOC content of 50 grams per liters or less. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department MM W D-2 The Project applicant shall include in construction contracts the control measures required and/or recommended by the SCAQMD at the time of development, including but not limited to the following: Rule 403 - Fugitive Dust The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 3 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 • Use watering to control dust generation during demolition of structures or break- up of pavement; • Water active grading/excavation sites and unpaved surfaces at least three times daily; • Cover stockpiles with tarps or apply non-toxic chemical soil binders; • Limit vehicle speed on unpaved roads to 15 miles per hour; • Sweep daily (with water sweepers) all paved construction parking areas and staging areas; • Provide daily clean-up of mud and dirt carried onto paved streets from the Site; • Suspend excavation and grading activity when winds (instantaneous gusts) exceed 15 miles per hour over a 30-minute period or more; and, • An information sign shall be posted at the entrance to each construction site that identifies the permitted construction hours and provides a telephone number to call and receive information about the construction project or to report complaints regarding excessive fugitive dust generation. Any reasonable complaints shall be rectified within 24 hours of their receipt. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Engineering/Public Works Department City of Menifee Community Development Department Monitoring Agency: City of Menifee Engineering/Public Works Department City of Menifee Community Development Department MM IV.D-3 All spaces utilizing refrigerated storage, including restaurants and food or beverage stores, shall provide an electrical hookup for refrigeration units on delivery trucks. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 4 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 MM IV.D-4 Within the Project parking lots, the following features shall be provided: • Electric vehicle ("EV") charging facilities for designated parking spaces; • Preferential parking locations for EVs and Compressed Natural Gas vehicles; and • Preferential parking for carpool/vanpool vehicles. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department MM IV.D-5 Within the Project, the following shall be provided: • Subsidies or incentives to employees who use public transit or carpooling, including preferential parking. • Secure, weather-protected bicycle parking for employees. • Showers and lockers for employees bicycling or walking to work. • A display case or kiosk displaying public transportation information in a prominent area accessible to employees or site visitors. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department MM IV.D-6 Restrict delivery truck operation to 2007 or newer model years. Monitoring Phase: Construction/Pre-Occupancy/Occupancy (Measure to be included in Project CC&Rs) Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 5 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043Do3CEFF4 City of Menifee May 2020 MM IV.D-7 Prior to the issuance of grading permits, the owner/permittee shall submit an accelerated construction dust abatement management program to the City of Menifee Community Development Department. This involves developing a dust control program to supplement the routine watering that constitutes the best available control measures (BACMSs) in excess of any minimum SCAQMD Rule 403 requirements. BACMs shall include, but not be limited to the following: a) Hydroseeding previously disturbed areas while awaiting construction; b) Adding chemical binders or surfactants (according to manufacturer's specifications) to all inactive construction areas or previously graded areas that remain inactive for four or more days; c) Early paving or chip sealing of roads; d) Enforcing reduced travel speeds (15 mph) in unpaved areas; e) Installation of sand fences and perimeter sandbags; f) Watering for dust control during clearing, grading and construction; and g) Soil disturbance should be terminated when high winds (25 mph) make dust control extremely difficult. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Engineering/Public Works Department City of Menifee Community Development Department Monitoring Agency: City of Menifee Engineering/Public Works Department City of Menifee Community Development Department MM IV.D-8 All off-road construction equipment greater than 50 hp shall meet USEPA Tier 4 emission standards to reduce NOX, PM1o, and PM2.5 emissions at the Project site. In addition, all construction equipment shall be outfitted with Best Available Control Technology devices certified by CARB. Any emissions control device used by the contractor shall achieve emissions reductions that are no less than what could be achieved by a Level 3 diesel emissions control strategy for a similarly sized engine as defined by CARB regulations. At the time of mobilization of each applicable unit of equipment, a copy of each unit's certified tier specification, BACT documentation, and CARB or SCAQMD operating permit shall be provided. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Engineering/Public Works Department City of Menifee Community Development Department Monitoring Agency: City of Menifee Engineering/Public Works Department City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 6 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 Biological Resources MM IV.E-1 The results of the "Revised Jurisdictional Determination for a 50.95 Acre Property in Menifee, CA" dated 28 February 2020; "Revised DBESP" dated 28 February 2020 (with DBESP Addendum Clarification Memo" dated 19 May 2020); and "Revised Consistency Analysis Including Evaluation of MSHCP-Defined Section 6.1.2 Riparian/Riverine and Vernal Pool Areas within the Approximate 50.95 Acre Property" dated 28 February 2020, undertaken in order to confirm that existing site conditions have not changed since the time of the 2006 riparian/riverine survey, shall be reported to the City of Menifee Community Development Department. The following permits (or exemptions) shall be requested from the respective resource agency, and any associated conditions of approval shall be agreed upon, prior to the initiation of ground disturbing activities: • Clean Water Act Section 404 Permit from the Corps; • Streambed Alteration Agreement under Section 1600 of the Fish and Game Code from CDFG; • Clean Water Act Section 401 Water Quality Certification from the RWQCB; and • Corps, CDFG, RWQCB, and City of Menifee Community Development Department agreement of the Detailed Mitigation Plan. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.E-2 Nesting Birds • Conduct vegetation removal associated with construction from September 1 st through January 31st, when birds are not nesting. Initiate grading activities prior to the breeding season (which is generally February 1st through August 31 st) and keep disturbance activities constant throughout the breeding season to prevent birds from establishing nests in surrounding habitat (in order to avoid possible nest abandonment); if there is a lapse in activities of more than five days, pre-construction surveys shall be necessary as described in the bullet below. OR • If tree and vegetation removal activities occur during the nesting season, a qualified biologist shall conduct a pre-construction nesting bird survey. The results of the survey shall be submitted to the City of Menifee Community Development Department for review and approval. The qualified wildlife biologist shall conduct weekly pre- construction bird surveys no more than 30 days prior to initiation of grading to provide The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 7 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 confirmation on the presence or absence of active nests in the vicinity (at least 300 to 500 feet around the individual construction site, as access allows). The last survey should be conducted approximately no more than three days prior to the anticipated initiation of clearance/construction work. If active nests are encountered, clearing and construction in the vicinity of the nests shall be deferred until the young birds have fledged and there is no evidence of a second attempt at nesting. A minimum buffer of 300 feet (500 feet for raptor nests) or as determined by a qualified biologist shall be maintained during construction depending on the species and location. The perimeter of the nest-setback zone shall be fenced or adequately demarcated with staked flagging at 20-foot intervals, and construction personnel and activities restricted from the area. Construction personnel should be instructed on the sensitivity of the area. A survey report by the qualified biologist documenting and verifying compliance with the mitigation and with applicable state and federal regulations protecting birds shall be submitted to the City of Menifee Community Development Department for review and approval prior to grading permit issuance. The qualified biologist shall serve as a construction monitor during those periods when construction activities would occur near active nest areas to ensure that no inadvertent impacts on these nests would occur. Burrowing Owl • Pursuant to Objective 6 and Objective 7 of the Species Account for the Burrowing Owl included in the Western Riverside County Multiple Species Habitat Conservation Plan, within thirty (30) days prior to the issuance of a grading permit, a pre-construction presence/absence survey for the burrowing owl shall be conducted by a qualified biologist and the results of this presence/absence survey shall be provided in writing to the City of Menifee Community Development Department. If it is determined that the Project Site is occupied by the Burrowing Owl, take of "active" nests shall be avoided pursuant to the MSHCP and the Migratory Bird Treaty Act. However, when the Burrowing Owl is present, relocation outside of the nesting season (March 1 through August 31) by a qualified biologist shall be required. The City shall be consulted to determine appropriate type of relocation (active or passive) and translocation sites. Occupation of this species on the project site may result in the need to revise grading plans so that take of "active" nests is avoided or alternatively, a grading permit may be issued once the species has been actively relocated. If the grading permit is not obtained within thirty (30) days of the survey a new survey shall be required. No ground disturbance, including disking, blading, grubbing or any similar activity (except for agricultural production on-site which has been a historic and on- going use of the property) shall occur within the site until the burrowing owl study is reviewed and approved. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 8 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 MM WE-3 To offset the permanent loss of 0.32 acre of Riparian/Riverine resources, the Project Applicant shall purchase mitigation credits at the Riverpark Mitigation Bank at a required mitigation ratio of 2:1 for purchase of Re-establishment Credit (total 0.64 acre). Should Re-establishment Credit not be available for purchase at the time the Project is undertaken, then Rehabilitation Credit shall be purchased at the following ratios: 2.5:1 for impacts to the vegetated stream (2.5 x 0.26 = 0.65 acre) as well as 2:1 for impacts to the unvegetated riverine areas which consist of Feature 2 and the Haun Road intake area (2.0 x 0.06 = 0.12 acre) for a total of 0.77 acre of Rehabilitation Credit at the Riverpark Mitigation Bank. All mitigation associated with impacts to riparian/riverine habitat, as defined by Section 6.1.2 and the associated DBESP, shall be reviewed and approved by the City of Menifee Community Development Department, as well as the Corps, CDFW, and RWQCB, prior to the issuance of a grading permit. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM WE-4 Prior to the issuance of grading permits, the Project Applicant shall make the appropriate mitigation fee payment into the MSHCP Stephens' kangaroo rat fee payment program for conservation of Stephens' kangaroo rat-occupied habitats in order to offset the loss of potentially suitable Stephens' kangaroo rat habitat on-site through Project implementation. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM WE-5 Prior to Project occupancy, the Project Applicant shall make the appropriate MSHCP mitigation fee payment that will contribute to conservation and management of conservation land for all MSHCP-covered organisms. This fee is based on City of Menifee Ordinance No. 810. The land types will include residential density greater than fourteen dwelling units per acre and commercial development. Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 9 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 MM IV.E-6 In accordance with MSHCP provisions limiting the use of exotic and invasive plant species, the Project's landscape plan shall exclude invasive species such as crimson fountain grass (Pennisetum setaceum), pampas grass (Cortaderia selloana), giant reed (Arundo donax), and tree of heaven (Ailanthus altissima). Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.E-7 All grading and construction contractors shall receive copies of all mitigation measures required to reduce impacts to biological resources. Additionally, verbal instruction shall be provided by the Project biologist to all site workers to insure clear understanding that biological resources are to be protected on the Project site in accordance with the mitigation measures. A brochure depicting the regulatory status biological resources on- site shall be provided to all grading and construction contractors. Monitoring Phase: Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department Cultural Resources MM IV.G-1 ARCHAEOLOGIST RETAINED. During grading operations, the archaeologist or the archaeologist's on-site representative(s) and the Native American tribal representative(s) shall actively monitor all project related grading and shall have the authority to temporarily divert, redirect, or halt grading activity to allow recovery of archaeological and/or cultural resources. Prior to the issuance of grading permits, a copy of a fully executed contract for archaeological monitoring and mitigation services, including the NAME, ADDRESS and TELEPHONE NUMBER of the retained archaeologist shall be submitted to the City Community Development Department and the Engineering Division. The extent of the monitoring will be determined after the grading plan has been finalized. Tribal monitor(s) shall be required on-site during all ground disturbing activities, including grading, stockpiling of materials, engineered fill, rock crushing, etc. The land divider/permit holder shall retain a qualified tribal monitor(s) from the Pechange Band of Luiseno Indians and the Soboba Band of Luiseno Indians. Prior to issuance of a grading permit, the developer shall submit a copy of a signed contract between the above- mentioned Tribe and the land divider/permit holder for the monitoring of the project to the Community Development Department and to the Engineering Department. The Native American Monitor(s) shall have the authority to temporarily divert, redirect, or halt the The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 10 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 ground disturbance activities to allow recovery of cultural resources, in coordination with the Project Archaeologist. Should an agreement between the Tribes and the Applicant/Permittee not be established within 45 days of the date the Applicant/Permittee initiates such an agreement with the Tribes, Native American monitoring shall not be required. The Developer shall relinquish ownership of all cultural resources, including all archaeological artifacts that are of Native American origin, found in the project area for proper treatment and disposition. The Applicant/Permittee shall be responsible for all curation costs. Although the previously unrecorded milling feature site 33-28615, discovered during the updated Phase II Historical Resources Investigation was not considered significant under either the California Register or the National Register, it is recommended that monitoring of all earthmoving activities associated with development of the Senior housing element of The Junction at Menifee Valley, encompassing approximately +28.0 acres in the northwestern corner of the Project site, be conducted by a qualified archaeologist and a professional Tribal monitor. A Cultural Resources Monitoring Plan and monitoring agreements with the archaeologist and appropriate Tribe should be submitted prior to issuance of a grading permit. A Phase IV Monitoring Report should be required prior to final grading clearance. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-3 TANK HOUSE DOCUMENTATION. Prior to grading permit issuance, the tank house shall be documented with measured drawings of each fagade. The drawings shall conform in size and scale to those of the Phase II Historical Resources Investigation. A copy of the drawings (prepared by a qualified Architect and aided by a qualified Archeologist) shall be submitted to the Community Development Department and the Historical Preservation Officer for review and approval. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-4 DEMOLITION VIDEO. Prior to dismantling the rock water heater, inscribed rock wall, and chimney, a voice-narrated demolition video shall be produced that identifies buildings and features of the Bailey farmstead compound. Demolition of all buildings and structures shall also be recorded on the video by a qualified Archeologist, serving as the final site The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 11 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 documentation. A copy of the video shall be submitted to the Community Development Department and the Historical Preservation Officer for review and approval. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-5 STONE WORK DISMANTLING. Prior to grading permit issuance, the rock water heater, inscribed rock wall, and chimney shall be dismantled and then removed to an off-site secured storage facility until which time they can be reconstructed in the site plaza. a. All components of the water heater shall be labeled and photographed in situ prior to dismantling. The photographs shall be cross-referenced with AutoCAD drawings made prior to vandalism in order to facilitate accurate reconstruction of the feature. Inscribed water heater elements shall be removed intact to ensure preservation. b. The section of rock wall that is inscribed shall be removed intact from the site to ensure preservation. Rocks comprising the remainder of the rock wall shall be dismantled and removed to the storage facility. C. The rock chimney shall be dismantled and removed to the storage facility. A report shall be prepared that includes a detailed plan that identifies the following: 1.) specific location where salvage materials will be kept until building activities, and 2.) responsible entities and/or individuals that will keep such materials. A copy of the report shall be submitted to the Community Development Department and the Historical Preservation Officer for review and approval. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-6 MVHA COLLECT CULTURES. Prior to grading permit issuance and upon receipt of requisite hold-harmless documents, the Menifee Valley Historical Association shall be given an opportunity to visit the Bailey farmstead under supervision to collect cultural resources for future use in their planned museum. A certified letter shall be sent to the Menifee Valley Historical Association (MVHA) giving a 30-day opportunity to visit the farmstead to collect cultural resources of historic nature. All of their activities shall be supervised by a qualified Archeologist. A copy of this letter shall be sent simultaneously to the Community Development Department and the Historical Preservation Officer. The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 12 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-7 BAILEY'S COMPLEX DEMO REPORT. Prior to grading permit issuance, a detailed report shall be prepared by a qualified archeologist that incorporates all the demolition activities, including but not limited to: demolition permit numbers, tankhouse documentation, demolition video, rock water heater dismantling, historical rock wall dismantling, chimney dismantling, specific location where salvage materials will be kept until building activities occur, and responsible entities and/or individuals that will keep such materials. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-8 BAILEY'S INADVERTENT FIND. Should a subsurface cultural deposit be discovered during demolition and/or earthmoving, said activities shall be halted or diverted until the resources can be evaluated. a. All subsurface cultural deposit soil shall be screened through 1/8" mesh and recovered cultural resources placed in labeled containers for removal from the site. b. Recovered subsurface cultural resources shall be analyzed and a report of findings shall be prepared as an addendum to the Phase II Historical Resources Investigation. All building demolition and earthmoving activities within the Bailey farmstead compound shall be monitored by Dr. Jean A. Keller (Cultural Resources Consultant) or another qualified Archaeologist. In addition, all earthmoving activities conducted on farmland surrounding the Bailey Farmstead shall be monitored by a qualified Archaeologist. In the event that an inadvertent find is discovered, the Community Development Department and the City's Archeologist shall be notified. The City's Archeologist will determine the appropriate time to resume grading activities. Monitoring Phase: Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 13 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 MM IV.G-9 HISTORICAL EXHIBIT DESIGN. Architectural elements representative of the Menifee Valley Farming Era shall be incorporated in the entry statement and buildings of The Junction at Menifee Valley. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-10 HISTORICAL DESIGN PLOT PLAN. Prior to building permit issuance, a Site Plaza shall be developed as public outdoor space that will incorporate historical structures, offer an interpretive exhibit and descriptive plaques depicting the historic Bailey farmstead, and serve as a community gathering place, a target location for patrons of The Junction at Menifee Valley. The Site Plaza shall be enhanced by benches, trees, and other attractive landscaping. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-11 HISTORICAL EXHIBIT INSTALLATION. Prior to final inspection/occupancy, the tank house shall be recreated, using new materials, as the centerpiece of the Site Plaza. An historical exhibit shall be installed on the interior walls of the lower (open) section of the recreated tank house. The Historical Preservation Officer shall monitor installation completed by a qualified urban designer. Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-12 WATER HEATER RECONSTRUCT. Prior to final inspection/occupancy, the rock water heater shall be reconstructed in the Site Plaza. With the exception of the iron cauldron stolen by vandals, original materials from the water heater shall be used in the reconstruction. Monitoring Phase: Construction/Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 14 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 MM IV.G-13 HISTORICAL WALL. Prior to final inspection/occupancy, stones salvaged from the rock wall shall be used to build a version of the historical wall/fence that will enclose or define the Site Plaza. The section of rock wall inscribed with the name of the builder, construction date, and family initials will be integrated into the Site Plaza. The work shall be done by a qualified Mason Contractor and aided by a qualified Archeologist. Monitoring Phase: Construction/Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-14 CHIMNEY RECONSTRUCTION. Prior to final inspection/occupancy, stones from the dismantled Bailey House stone chimney shall be reconstructed and adapted as an outdoor fireplace in the Site Plaza gathering area. Should Bailey family members request retention of a portion of the chimney stones, the original stones may be supplemented with similar stones to complete fireplace construction. Monitoring Phase: Construction/Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-15 HISTORICAL EXHIBIT DESIGN. Prior to final inspection/occupancy, an historical exhibit on the interior walls of the lower (open) section of the recreated tank house shall be created and installed. The exhibit's primary focus shall be on appropriately mounted and protected interpretive panels containing relevant images and text, although representative artifacts may also be included in the exhibit. Suggested interpretive panels include large photographs of the Bailey farmstead and members of the Bailey family members, accompanied by minimal text explaining the Bailey family story and its place in Menifee Valley history. Consultation with the Menifee Valley Historical Association and Bailey family members shall guide creation of the interpretive exhibit. Monitoring Phase: Construction/Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-16 HISTORICAL PLAQUES DESIGN. Prior to Building Permit Issuance, a plan for descriptive plaques for the recreated tank house, rock water heater, rock fireplace, and inscribed rock wall shall be submitted to the Community Development Department for review and approval. The plaques will provide context for the reconstructed historical The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 15 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 elements of the Bailey farmstead and shall be made of attractive durable material that will enhance the ambience of the Site's Plazas. Consultation with the Menifee Valley Historical Association and Bailey family members will aid in the design of the descriptive plaques. Prepare a detailed plan describing the following: 1. The total number of plaques; 2. The precise location of each plaque: 3. The dimensions of each plaque; 4. The text (narrative) for each plaque. The plan shall be prepared by a qualified archaeologist and shall be in conformance with the Phase II Cultural Resources Report. The plaques design requires concurrent approval from the Community Development Department and Historical Preservation Officer. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-17 HISTORICAL PLAQUES INSTALL. Prior to final inspection/occupancy, descriptive plaques shall be placed adjacent to the recreated tank house, rock water heater, rock fireplace, and inscribed rock wall. The plaques shall provide context for the reconstructed historical elements of the Bailey farmstead and shall be made of attractive durable material that will enhance the ambience of the Site Plaza. Consultation with the Menifee Valley Historical Association and Bailey family members shall aid in the design of the descriptive plaques. A detailed plan shall be prepared describing the following: the total number of plaques, the precise location of each plaque, the dimensions of each plaque and the text (narrative) for each plaque. The plan shall be prepared by a qualified Archeologist and shall be in conformance with the Phase II Cultural Resources Report. Monitoring Phase: Construction/Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-18 HISTORICAL DESIGN COMPLIANCE. Prior to occupancy, the Community Development Department shall inspect all buildings, landscaping and historical design elements to verify that the project is in substantial conformance with the approved Exhibits B and A. Monitoring Phase: Construction/Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 16 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 MM IV.G-19 ARCHEO MONITORING REPORT. Prior to Final Inspection, the applicant shall submit to the City Archaeologist one paper copy and two (2) CD copies of the Phase IV Cultural Resources Monitoring Report. The report shall follow the posted report scope of work on the TLMA website and be certified by a City Registered Archaeologist. An additional copy of the final report shall be submitted to the Eastern Information Center, the Bailey Farmstead descendants, and to the Menifee Valley Historical Society. Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.G-20 BROADCAST SOWER. Prior to grading permit issuance, determine if it is feasible to salvage the broadcast sower located at the base of a tree on-site. Consult with Dr. Jean A. Keller (Cultural Resources Consultant) to devise a feasible method of salvaging the broadcast sower. If a feasible method is not identified, the sower shall be documented and photo or video logged prior to being removed, per the recommendations of Dr. Keller. If salvaging the broadcast sower is determined to be feasible, the sower shall be removed from the site and safely stored until Project development. Prior to final inspection/occupancy, the broadcast sower shall be reconstructed for placement in or near the Site Plaza. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department Geology and Soils MM IV.G-2 PALEONTOLOGIST RETAINED. Prior to the issuance of grading permits, the project applicant shall retain a qualified paleontologist approved by the Community Development Department to create and implement a project-specific plan for monitoring site grading/earthmoving activities (project paleontologist). The project paleontologist retained shall review the approved development plan and shall conduct any pre- construction work necessary to render appropriate monitoring and mitigation requirements as appropriate. These requirements shall be documented by the project paleontologist in a Paleontological Resource Impact Mitigation Program (PRIMP). This PRIMP shall be submitted to the City Community Development Department for review and approval prior to the issuance of a grading permit. Information to be contained in the PRIMP, at a minimum and in addition to other industry standard and society of Vertebrate Paleontology standards, are as follows: The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 17 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 1. The project paleontologist shall participate in a pre-construction project meeting with development staff and construction operations to ensure an understanding of any mitigation measures required during construction, as applicable. 2. Paleontological monitoring of earthmoving activities will be conducted on an as- needed basis by the project paleontologist during all earthmoving activities that may expose sensitive strata. Earthmoving activities in areas of the project area where previously undisturbed strata will be buried but not otherwise disturbed will not be monitored. The project paleontologist or his/her assign will have the authority to reduce monitoring once he/she determines the probability of encountering fossils has dropped below an acceptable level. 3. If the project paleontologist finds fossil remains, earthmoving activities will be diverted temporarily around the fossil site until the remains have been evaluated and recovered. Earthmoving will be allowed to proceed through the site when the project paleontologist determines the fossils have been recovered and/or the site mitigated to the extent necessary. 4. If fossil remains are encountered by earthmoving activities when the project paleontologist is not on-site, these activities will be diverted around the fossil site and the project paleontologist called to the site immediately to recover the remains. 5. If fossil remains are found, fossilliferous rock will be recovered from the fossil site and processed to allow for the recovery of smaller fossil remains. Test samples may be recovered from other sampling sites in the rock unit if appropriate. 6. Any recovered fossil remains will be prepared to the point of identification and identified to the lowest taxonomic level possible by knowledgeable paleontologists. The remains will then be curated (assigned and labeled with museum repository fossil specimen numbers and corresponding fossil site numbers, as appropriate; placed in specimen trays and, if necessary, vials with completed specimen data cards) and catalogued, and associated specimen data and corresponding geologic and geographic site data will be archived (specimen and site numbers and corresponding data entered into appropriate museum repository catalogs and computerized data bases) at the museum repository by a laboratory technician. The remains will then be accessioned into the museum repository fossil collection, where they will be permanently stored, maintained, and, along with associated specimen and site data, made available for future study by qualified scientific investigators. The City must be consulted on the repository/museum to receive the fossil material prior to being curated. 7. A qualified paleontologist shall prepare a report of findings made during all site grading activity with an appended itemized list of fossil specimens recovered during grading (if any). This report shall be submitted to the City for review and approval prior to final building inspection as described elsewhere in this conditions set. All reports shall be signed by the project paleontologist and all other The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 18 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 professionals responsible for the report's content (e.g., professional geologist, professional engineer, etc.), as appropriate. Two wet-signed original copies of the report shall be submitted directly to the office of the City Community Development Department along with a copy of this condition and the grading plan for appropriate case processing and tracking. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department Greenhouse Gas Emissions MM IV.M-1 The Project Applicant shall place signage in appropriate locations on the site (i.e., parking lots and loading areas) limiting the idling of diesel vehicles that are not in use to five minutes. Monitoring Phase: Construction/Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department Hazards and Hazardous Materials MM IV.F-1 Following demolition of the existing structures and removal of the vehicles and debris found on the project site, a visual assessment of the site shall be performed. The assessment shall include the use of a motorgrader to scrape the upper 1 inch± of weeds and soil away to expose areas of staining. Stained areas shall then be sampled and tested to determine the limits of any contamination. If necessary, a Phase II Environmental Site Assessment shall be performed. If soil and/or groundwater contamination is suspected during Project construction activities, work in the affected area shall cease and appropriate health and safety procedures shall be implemented. If it is determined that such contamination exists, the City shall be notified and a remediation plan shall be developed in compliance with applicable local, state, and federal regulations. Monitoring Phase: Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department MM IV.F-2 When conducting work that will impact surface coatings with any lead contents, the contractor shall comply with all relevant California Division of Occupational Safety and The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 19 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 Health (Cal/OSHA) regulations. When impacting lead containing materials that are found to contain lead in levels above the US Department of Housing and Urban Development (HUD) recommendations, the contractor shall be licensed and have properly trained personnel for the operation. All activities shall be conducted in accordance with Federal, State, and Local requirements. Monitoring Phase: Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department MM IV.F-3 In accordance with the US EPA's National Emissions Standards for Hazardous Air Pollutants (NESHAPS)40 CFR 61 , Sub-Part M, Section 61 .145, Standards for Demolition and Renovation, all affected asbestos containing materials shall be removed prior to demolition. Monitoring Phase: Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department Hydrology/Water Quality MM IV.H-1 Grading and Drainage Plans Final grading and drainage plans shall be submitted to the City for its review and approval. The final drainage plan shall be prepared by a licensed professional engineer. As a condition of approval of the final grading and drainage plans, it must be demonstrated through detailed hydraulic analysis subject to City approval that implementation of the proposed drainage plans shall be designed based on RCFC & WCD and Riverside County Transportation standards and design policies. Pursuant to the design standards: • RCFC & WCD drainage facilities shall be designed for the 100-year peak flow rate based on the most current general plan. The drainage facilities must utilize the approved RCFC & WCD Standard Plans or RCTD Standard Plans. • Flooding within the public street right-of-way shall meet the criteria outlined in the RCTD Policies and Guidelines dated September 2005 or as subsequently modified. The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 20 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Engineering/Public Works Department Noise MM IV.J-1 The City shall ensure that construction activities are regulated to establish hours of operation in order to prevent and/or mitigate the generation of excessive or adverse noise impacts on surrounding areas. Project construction shall comply with Menifee Municipal Code Section 8.01.010 governing hours of construction. Monitoring Phase: Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department MM IV.J-2 A construction-related noise mitigation plan shall be submitted to the City Community Development Department for review and approval prior to issuance of a grading permit. The plan must depict the location of construction equipment and how the noise from this equipment will be mitigated during construction of this project, through the use of methods such as: • Temporary noise attenuation fences and sound blankets that block the line of sight from existing homes on Howard Way to on-site construction activities, capable of reducing noise levels 10 dBA Leq or more at 50 feet of distance; • Temporary noise attenuation fences and sound blankets that block the line of sight from existing homes on Scott Road to on-site construction activities, capable of reducing noise levels 10 dBA Leq or more at 50 feet of distance; • Preferential location of equipment away from sensitive noise receptors to the extent feasible; and • During all Project site excavation and grading, all construction equipment, fixed or mobile, shall be equipped with properly operating and maintained mufflers, consistent with the manufacturers' standards. Monitoring Phase: Pre-Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 21 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 MM IV.J-3 The City shall require that all construction equipment utilizes noise reduction features (e.g., mufflers and engine shrouds) that are capable of reducing noise levels 3 dBA Leq or more at 50 feet of distance. Monitoring Phase: Pre-Construction/Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Community Development Department MM IV.J-4 During construction, equipment staging areas shall be located in areas that will create the greatest distance between construction-related noise sources and noise sensitive receptors. All stationary construction equipment shall be placed so that noise is directed away from the nearest sensitive receptor. Monitoring Phase: Construction Enforcement Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Building and Safety Department City of Menifee Engineering/Public Works Department MM IV.J-5 The construction contractor shall provide notices to land uses within one-quarter mile of the Project site of the construction schedule, including a contact name and number for noise complaints. This information shall also be posted at locations on the perimeter of the site. Such complaints shall be resolved within 24 hours or the contractor shall provide evidence to the City why such complaints cannot be resolved. Monitoring Phase: Construction Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.J-6 Project Developer(s) shall enclose or shield HVAC equipment from off-site properties and from adjacent roadways. Monitoring Phase: Construction/Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 22 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 MM IV.J-7 HVAC units with the lowest sound power level shall be selected. Monitoring Phase: Construction/Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.J-8 HVAC units shall be installed as far as possible from residential land uses. Monitoring Phase: Construction/Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.J-9 Project Developer(s) shall consider enclosing or shielding loading areas from off-site properties. Monitoring Phase: Construction/Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM IV.J-10 Trucks shall not idle at the site for more than five minutes. Signs shall be posed limiting idling to five minutes or less. Monitoring Phase: Construction/Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department MM 1V.J-11 Truck deliveries, trash compactors, and other loading/unloading activities, including the outdoor use of tractors and forklifts, are to be limited to daytime hours (7:00 a.m. to 10:00 p.m.). Trucks, tractors, and forklifts operated on-site shall maintain properly operating mufflers. Monitoring Phase: Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 23 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 Public Services MM IV.L-1 Development Impact Fee. The developer shall pay fees for future fire facilities in accordance with City of Menifee Ordinance No. 17-232, the Development Impact Fee program. Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Community Development Department Monitoring Agency: City of Menifee Community Development Department Transportation MM IV.K-1 Prior to issuance of first occupancy permits, the Project applicant shall install and is eligible to receive a future fair-share reimbursement by others for an eastbound right turn overlap at the intersection of Haun Road and Newport Road, including finalizing the traffic signal modification design subject to the approval of the City Engineer. Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Engineering/Public Works Department MM IV.K-2 Prior to issuance of first occupancy permits, the Project applicant shall install and may be eligible to receive a future fair-share reimbursement by others for a traffic signal at the intersection of Howard Road and Scott Road including finalizing the signal design subject to the approval of the City Engineer. Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Engineering/Public Works Department MM IV.K-3 Prior to issuance of first occupancy permits, the Project applicant shall install and is eligible to receive a future fair-share reimbursement from Project PP 22674 for a traffic signal and construction of lanes at the intersection of Haun Road and the Southern Project Driveway including finalizing the signal and lane design subject to the approval of the City Engineer. Alternatively, the Project applicant may pay a fair share of the cost for the design and construction of the traffic signal and lanes to Project PP 22674 provided that installation is complete prior to the issuance of first occupancy permits. The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 24 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Engineering/Public Works Department MM IV.K-4 Prior to issuance of first occupancy permits, the Project applicant shall install and is eligible to receive a future fair-share reimbursement by others for the addition of a second southbound left-turn lane and a westbound right-turn overlap at the intersection of Haun Road/Zeiders Road and Scott Road including finalizing the lane design subject to the approval of the City Engineer. Additionally, the applicant shall be responsible for modifying the existing traffic signal at Haun Road/Zeiders Road, or participating with others in the fair share cost of the modification, to allow operational compatibility between the Project's street improvement and the traffic signal operation. Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Engineering/Public Works Department MM IV.K-5 Prior to issuance of first occupancy permits, the Project applicant shall install and is eligible to receive a future fair-share reimbursement by others for a traffic signal and street improvements at the intersection of Murrieta Road and Scott Road including finalizing the street improvement and signal design subject to the approval of the City Engineer. Alternatively, the Project applicant may pay a fair share of the cost for the design and construction of the traffic signal and lanes by others provided that installation is complete prior to the issuance of first occupancy permits. The street improvements shall add a second southbound left-turn lane, an eastbound left-turn lane, a second westbound through lane, and a westbound right-turn lane with overlap signal phase. Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Engineering/Public Works Department MM IV.K-6 Prior to issuance of first occupancy permits, the Project applicant shall install and is eligible to receive a future fair-share reimbursement by others for a traffic signal and southbound left-turn lane on Zeiders Road and Keller Road including finalizing the signal design subject to the approval of the City Engineer. If the signal and southbound left-turn lane are constructed by others, the Project Applicant shall pay a fair-share cost to others provided the installation is complete prior to the issuance of first occupancy permits. The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 25 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Engineering/Public Works Department MM IV.K-7 Prior to the issuance of the first certificate of occupancy for the Project, the Project applicant shall pay fees into the applicable Regional Transportation Funding Programs for the following off-site improvements: • **Murrieta Road (NS)/Scott Road (EW): Add a second southbound left-turn lane and dedicated southbound right-turn lane. Add a second eastbound through lane. Add a second westbound through lane and a right turn lane with overlap on Scott Road. • **Haun Road (NS)/Newport Road (EW): Provide second eastbound right-turn lane with overlap. Add westbound right turn lane. Final improvements and timing for fair share contributions at this intersection may be determined by the City during final Project review and approval. Subject to future reimbursement by others. • **Haun Road (NS)/Holland Road (EW): Install traffic signal. Add northbound left- turn lane and second through lane. Add southbound left-turn lane and second through lane. Add westbound left-turn lane and right-turn lane. Subject to future reimbursement by others. (In the event that Holland Road Overcrossing project is ready to proceed prior to issuance of first occupancy permits for the Project then the improvements may be substituted with the following: installation of a traffic signal, including Plan Specifications and Engineering and street improvements to include adding one northbound left-turn and one through/right-turn option lane, one southbound left-turn lane and one through/right-turn option lane and eastbound left-turn lane.) • **Haun Road (NS)/Garbani Road (EW): Install traffic signal. Add one additional through lane. Add a second southbound through lane on Haun Road. Add westbound left turn lane. Subject to future reimbursement by others. (In the event that Holland Road Overcrossing project is ready to proceed prior to issuance of first occupancy permits for the Project then the improvements may be substituted with the following: installation of a traffic signal, including Plan Specifications and Engineering and street improvements to include adding one northbound left-turn lane and one northbound through/right-turn option lane, one southbound left-turn lane and one southbound through/right-turn option lane, one through eastbound left-turn lane and one eastbound through/right-turn option lane, and one westbound left-turn lane and one westbound through/right-turn option lane.) • Haun Road (NS)/Southern Project Driveway (EW): Install traffic signal. Construct lanes. (Note: Project applicant shall install traffic signal and will be subject to 50% The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 26 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 City of Menifee May 2020 reimbursement by Project PP 22674 or will contribute its 50% cost for improvements implemented by Project PP 22674). • **Haun/Zeiders Road (NS)/Scott Road (EW): Add second northbound left-turn lanes, second through lane and dual right-turn lanes with overlap. Add 2 southbound left turn lanes, a second southbound through lane, and a southbound right-turn lane on Haun Road. Add second eastbound left-turn lane and three total through lanes. Add a second westbound left turn lane, three total through lanes, and a right-turn lane with overlap. (In the event that the Holland Road Overcrossing project is ready to proceed prior to issuance of first occupancy prior to issuance of first occupancy permits for the Project then the improvements may be substituted with the following: modification of existing traffic signal, including additional equipment and appurtenances, as required, for street improvements and to provide a westbound right-turn overlap and street improvements to include adding one eastbound left-turn lane, and one eastbound through lane, one westbound through lane, 1 westbound left-turn lane and 1 westbound right-turn lane.) • **Zeiders Road (NS)/Keller Road (NS): Install traffic signal and southbound left- turn lane. (Note: Project applicant shall install traffic signal and southbound left- turn lane and will be subject to future fair-share reimbursement by others or will contribute its fair-share cost for traffic signal and southbound left-turn lane installation if installed by others). • Menifee Road (NS)/Newport Road (EW): Final improvements and timing for fair share contributions at this intersection may be determined by the City during final Project review and approval. Add eastbound right-turn lane with overlap. • **Menifee Road (NS)/Garbani Road (EW): Install traffic signal. Add westbound left-turn lane. • **Menifee Road (NS)/Scott Road (EW): Add southbound right-turn lane with overlap. Add third eastbound and westbound through lanes. Add westbound right- turn lane with overlap. (Note: Constraints on geometry exist at this intersection.) ** = The Project applicant must pay a fair share through the regional transportation funding programs to install traffic signals at these intersections. Monitoring Phase: Pre-Occupancy Enforcement Agency: City of Menifee Engineering/Public Works Department Monitoring Agency: City of Menifee Engineering/Public Works Department The Junction at Menifee Valley Mitigation Monitoring/Reporting Plan Addendum to Environmental Impact Report No. 495 Page 27 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT E Development Impact Fees Master Parks. Planning Total• Law Storm Animal General Public Use Land Parks. and Nexus Library Maximum Land Use Enforcement Fire Circulation Drainage'Shelter Govemment Facilities Acquisition Improvements Analyses Facilities Justified Residential-Fee per Duelling Ut7it Single Family Unit $ 231 $ 614 $ 4,670 $ 2,286 $ 148 $ 1,021 $ 154 $ 215 $ 661 $ 23 $ 66 $ 10,0B9 Multi-family Unit 169 452 3,261 1,258 109 752 113 159 487 17 48 6,825 Accessory Dwelling Unif 11 320 1,878 1,258 77 532 80 113 344 12 34 4,768 Senior IAssistedWng 89 239 1,802 1,258 57 398 59 84 257 9 26 4,278 Nonresidential-Fee per f,000 Sq Ft Commercial i Retail $ 58 $ 428 $ 7,736 $ 1,623 $ 123 $ 262 $ - $ $ $ 5 $ $ 10,235 Commercial i SeNce 1(fice 77 560 5,946 571 160 342 6 7,662 ndustrial I Business Park 29 208 3,941 937 59 127 2 5,303 'Fee includes MDP South Benefit Area EXHIBIT E 916/031858-0003 15091031.1 a05/21/20 -1 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT F Public Benefits 1) Expanded Contribution to Howard Way Ultimate Improvements—The DEVELOPER shall pay an in lieu fee sufficient to cover the costs of installation those improvements, in addition to those otherwise conditions as part of the Development Plan, sufficient to build the ultimate improvements on Howard Way sufficient to satisfied City collector street standards along the full Project frontage ("Fee for Expanded Improvements"). The Amount of the Fee for Expanded Improvements shall be based on an Engineers Estimate commissioned by DEVELOPER and approved by City, utilizing unit costs that the City utilizes for bonding purposes. The Fee for Expanded Improvements must be paid prior to the issuance of grading permits for the roadway improvements along Howard Way that are required of DEVELOPER as part of the Development Plan. . 2) Master Drainage Improvements — DEVELOPER shall construct or cause the construction of the portion of the master drainage facility from the southerly right of way of Scott Road to the northerly right of way of Scott Road which is also the southerly property line of the project site, as depicted on Exhibit F-1, and more particularly described on Exhibit F-2 ("Drainage Improvements"). Improvement Plans for the Drainage Improvements shall be submitted concurrent with DEVELOPER's submittal of improvement plans for Haun Road improvements. DEVELOPER shall also convey to CITY drainage / flowage easement to allow public waters to cross the property via the public master drainage facility to the terminus north and west of the project site, as depicted on Exhibit F-1, and more particularly described on Exhibit F-2 ("Drainage Easement"). The Drainage Improvements shall be completed and the Drainage Easement shall be conveyed to the City prior to the completion of the DEVELOPER's improvements to Scott Road and Haun Road. 3) Haun Road Alignment Study (Study) - DEVELOPER shall cause to be prepared an alignment study prepared by a registered Civil Engineer, which shall analyze improvements for Haun Road from Scott Road to Scott Road north to Holland Road, a distance of 2.0 miles (±10,600 LF) ("Alignment Study"). The Alignment Study shall be consistent with the scoping letter of March 27, 2020 from Ronald W. Sklepko, P.E., Vice President of DRC Engineering, Inc., attached hereto as Exhibit F-3. EXHIBIT F 916/031858-0003 15091031.1 a05/21/20 -I- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT F-1 Summary of Main Drain Improvements in Scott Road and Haun Road EXHIBIT F-1 916/031858-0003 15091031.1 a05/21/20 -1- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-BO43D03CEFF4 The Junction At Men ifee—PP 2017-287 Summary of Main Drainage Improvements in Scott Road and Haun Road The following is a summary of the main drainage course that passes through the subject property at The Junction at Menifee project and the proposed storm drain improvements in Scott Road and Haun Road 1. An off-site tributary area of±682 acres brings a 104-year storm runoff of±884 CFS to the south side of Scott Road.An existing 66"CMP culvert pipe takes flows under Scott Road where it discharges at the north side of the road and onto subject property.The 66"C M P pipe is undersized and large storm events historically flood the property south of Scott Road and runoff has been known to travel over Scott Road. 2. Flows continue northerly approximately 1,400 LF in a natural flowline to an existing triple 36" pipe culvert under Haun Road.Flows continue to the east under Haun Road and then in a northerly direction in a natural flowline.The triple pipe culvert is extremely undersized and in large storm events,the runoff travels over Haun Road which functions as an Arizona crossing. 3. The estimated 100-year storm runoff at this point in Haun Road is±1,077 US and includes the off-site acreage south of Haun Road,off-site acreage west of Howard Way and the developed on-site 50 acres of The Junction project. 4_ The proposed solution to the drainage in this area is to construct a regional flood control facility consisting of a double 8 ft wide by 5 ft high reinforced concrete box culvert(8 x5'double RCB) from Scott Road to Haun Road being 1,573 ft long_DRC Engineering is considering the installation of a double 72"and 84"cast-in-place-concrete pipe[CI PCP]as an alternative to the RCB subject to approval by the reviewing agencies. 5. Initially,the City of Menifee will own and maintain the double 8'x5'RCB storm drain system.In the future,we anticipate that the Riverside County Flood Control and Water Conservation District will take over maintenance of the system once it is connected to other downstream master-planned storm drain facilities- 6- The Junction at Menifee project will raise the profile of Haun Road approximately 10 ft to provide cover for the proposed double S'x5'RCB and eliminate the flooding of Haun Road and the Arizona crossing condition. 7. The alignment of the double 8'x5'RCB after it crosses Scott Road will take a turn to the east and then north where is will be situated in the east half of Haun Road.The alignment continues north to discharge at the natural flowline on the east side of Haun Road.The alignment will require the relocation of an 8"SCG main over a distance of 1,250 LF. 8. The alignment of the double 8'x5'RCB in Haun Road is the same as shown in the original entitlement approval under PP 2010-022 and the technical documents prepared by RBF Engineering and JLC Engineering.The only difference is that the DRC alignment avoids taking the box culvert through the intersection of Scott Road and Haun Road which was determined to be unfeasible given the number of utilities in the intersection. DRC Engineering,Inc. #14-65OD Page 1 EXHIBIT F-1 916/031858-0003 15091031.1 a05/21/20 -2- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-BO43D03CEFF4 10. Where the double S'xS'RC cross the private property of the retail center,the developer will grant an easement for storm drain purposes to the City of Menifee.The proposed 30 ft wide easement has an area of 4,433 SF,not included right-of-way dedications for Haun Road and Scott Road to the ultimate widths.An exhibit showing the extent of the proposed storm drain improvements is attached. 11. In 2016,the applicant worked with the City of Menifee and Caltrans to include the RC6 crossing of Scott Road in the work being done on the 21VScott Road Interchange Project.This culvert was included in the Caltrans Plans dated 1-9-2016.Copies of plan sheets D-7 and DP-14 are attached. 12. Subsequent to this plan set,Caltrans sought to reduce project costs and prepared a Phase 1 set of plans that reduced the width of the Scott Road over-crossing bridge at the 215 freeway and also eliminated the double 8'x5'RC6 crossing of Scott Road.A copy of Sheet D-7 from the 100% PS&E Phase 1 plan set dated 3-3-2017 is attached.The revised plan set maintains the existing undersized 66"CM pipe and simply extends the pipe ends north and south as part of the road widening work. Because this improvement was not included in the Caltrans interchange project, the cast of the installation will need to he borne by the developer of The Junction at Menifee project. End of Summary DRC Engineering,Inc. #114-65OD Page 2 EXHIBIT F-1 916/031858-0003 15091031.1 a05/21/20 -3- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT F-2 Preliminary Drainage Plan Detail EXHIBIT F-2 916/031858-0003 15091031.1 a05/21/20 -1 DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 aN V `1\�, N.G..STORAGE Ia'NQpEI amp IS°S5�T1- 91P w1E II 1 90 TG 1 I - I - I 150690 TO I III —s Irl PAD I] ® $ SHOPS4 SHOP59 an 150550 ryII� � 1 I I a FITNESS CENTER 0E1FWPfw r I w•HOPE O REMOVING EXISTING II CMP °U -' PIPE CULVERT N �i i a 2V w IIIII I. �--II . : _ Ni I TO CITYX (21.°QQ sf x 2 ¢N °1 QIQ-1.1a ff5 We L ¢¢ I I I 2 I II NBL e'K5 RCS CNLVkA ...\ I \ II ' 5 PS OR PA SHOP55 60L 7° 5p -0 I I } nt�,Lwn w� _ I If J J T✓ �1P--��� ���� �� eNP 1 Ira_ I — — 1503:9 NQ[_ g0]_ _ - 15➢➢.Q 9tlt -_ In A _ - - - --- WILW o -- -- --- RAISING PROFILE GF HAUN ROAD,REMOVING PIPECULVERT AND FLIMINATINGARZONA »z��— pn uNT�IEE CROSSING CONDITION I I �0, 12n�W 1. JUNCTION MLNIFEE PROJECT DRAINAGE PLAN-MAIN STORM DRAIN ®�GPAPIAC SCALE:t'-60' I I EXHIBIT F-2 916/031858-0003 15091031.1 a05/21/20 -2- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT F-3 Scoping Letter for Haun Road Alignment Study EXHIBIT F-3 916/031858-0003 15091031.1 a05/21/20 -I- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 160 South old Springs Road,Ste.210 Anaheim Hills,Califarnia 91808 AMR= Engineering, Inc- Phone: 714-685-6860 [lvil EngineeiinglLand 5uryeyingAtand Planning Fax: 714-685-6801 March 27,2020 Job No. 14-650❑ Mr.Jonathan G.Smith,P.E. Public Works Director A City Engineer City of Menifee Public Works 1 Engineering Department 29844 Haun Road Menifee,CA 92660 RE: The Junction,NWC Haun Road and Scott Road, Menifee,CA(PP 2017-287) 5coping Letter for Haun Road Alignment Study Dear Jonathan: On behalf of Kelco Properties, LLC, the owner/applicant for The Junction at Menifee project, DRC Engineering, Inc. is writing this letter to the City of Menifee (City)to define the scope of services that will be used in the preparation of a Haun Road Alignment Study (Study)with the work to be performed by a registered Civil Engineer to be selected and retained by the owner/applicant. The requirement to prepare this Study will be included in the Development Agreement being prepared for the subject project. Haun Road Alignment Study This Haun Road alignment study shall include the following elements: ■ Study Limits.The limits of the Study will cover the alignment of Haun Road from Scott Road north to Holland Road, a distance of 2.0 miles(f10,600 LF). • Plan & Profile Sheets. The Study will prepare approximately 11 plan and profile sheets at a scale of 1 inch equals 40 feet. The plan views will show the street centerline, existing right- of-way (R/W), proposed RAW, proposed curb lines, proposed raised median and general lane striping. The street profiles will show the existing street grade at centerline and proposed finished grade at centerline. The plan will include an index map and detail sheet with a typical roadway section and roadway section at intersections. ■ Standard Plan.The street design for Haun Road will be based on the current City Standard Plan No. 110, Major (4 Lanes, 118 feet wide) and Standard Plan No. 80, Street Design Requirements.Vertical curves shall meet Caltrans design criteria for stopping sight-distance on crest and sag curves.The City or Civil Engineer will provide anticipated lane geometrics based on engineering judgement to provide an overview of the roadway corridor and information that can be used for future design work. The plan may include wider intersections at certain locations based on future geometrics as provided by the City prior to the start of the engineer's work. EXHIBIT F-3 916/031858-0003 15091031.1 a05/21/20 -2- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 Mr.Jonathan G. Smith, P.E. Job No. 14-650D March 27, 2020 Page 2 • Existing Features. Existing features will be based on available record information and not based on any formal field surveys. Site observations along the alignment by the Civil Engineer will be performed along the alignment. Plans will show significant existing features such as drainage culverts, power poles, etc. that may be affected by the roadway alignment. • Topographic Base. The roadway profile will be based on topographic mapping provided by the City or, by using topographic mapping available through the Riverside County Flood Control & Water Conservation District (aerial images with 4 ft contour interval). Scope of work does not include new aerial topographic mapping over the 2-mile segment of Haun Road. • Holland Road Plans. City shall provide a copy of the Holland Road over-crossing plans to the civil engineer that will cover the Holland Road and Haun Road intersection. • Scope Exclusions. The scope of work does not include aerial topographic mapping, traffic impact studies, traffic signal design, drainage studies to size pipe culverts, engineer's cost estimates,or lane geometrics required to meet study-specific traffic level-of-service criteria. • Deliverables. Deliverables will include a hard-copy print of the plan sheets, an electronic copy in PDF format, and AutoCAD files used to create the drawings. The work will include a brief written Basis of Design (BOD) describing the design criteria that was used. The BOD will highlight any significant design issues and will note areas where the roadway is elevated or shifted in alignment in a significant way. This scoping letter, as presented, defines the overall content of the Study to be undertaken by the owner/applicant unless further modified as part of the Development Agreement process. Sincerely, DRC Engineering, Inc. � Xl s4x- Ronald W. Sklepko, P.E., LEED AP, OSD Vice President RVVS:rws c: Dennis Fitzpatrick, Kelco Properties, LLC EXHIBIT F-3 916/031858-0003 15091031.1 a05/21/20 -3- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT G Assumption Agreement EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 -I DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 RRC'ORDING REQUESTED BY AND WHEN RECORDED,RETURN TO: CITY OF MENIFEE 29944 Haun Road Menifee,CA 9258E Attn:City Attorney (dp�Ahow This Lice Far Recorder's Use} [PARTIAL]ASSIGNMENT ANn ASSUMPTION OF DEVELOPMENT AGREEMENT This [PARTIAL] ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT("[Partial] Assi *anent")is entered into as of_,20_(the"Effective Date"), by and between ("Assignor'), and ("Assignee"). RECITALS A. KELCO PROPERTIES, LLC, a California limited liability company and PLATINUM PARTNERS, L.L.C, a California, limited liability company (collectively "Original Developer"[or"Assignor']),and the City of Menifee, a municipal corporation("City")entered into that certain-the.function Development Agreement",dated ,and recorded on as ]Document No. of Official Records, Riverside County (the "Development Agreement" or the "DA"), pursuant to which Original Developer agreed to develop certain property more particularly described in the Development Agreement subject to certain conditions and obligations set forth in the Development Agreement. B. Assignor is[the owner of or Original Developer's successor-in-interest to] the property more particularly described on Exhibit A attached hereto (the "Assignor Land"), which is[all or a portion]of the property subject to the Development Agreement]. C. Assignee is purchasing fall or a portion] of the Assignor land, as more particularly described on Exhibit B attached hereto(lie"Property"),from.Assignor,in accordance with the terms of that certain [Purchase and Sale Agreement Description] (the "Purchase Agreement"). ID. Pursuant to the terms of the Purchase Agreement,Assignor agreed to assign and Assignee agreed to assume certain rights, interests and obligations and other terms and conditions under the Development Agreement, as such rights, interests and obligations relate to the Property_ EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 -2- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 I?. The purpose of this IParlialj Assignment is to set forth the terms and provisions agreed upon hetweeu Assignor and Assignee with respect to the assignment of certain rights and interests and the delegation of certain duties and obligations of Assignor Under the Development Agreement,as such rights,interests,duties and obligations relate to the Property. AGREEMENT NOW,THEREFORE,Assignor and Assignee agree as follows: 1. Assi ne snctit. Assignor hereby assigns,conveys and transfers to Assignee all rights and interests of Assignor, as the "Developer", under the Development Agreement to the extent Such rights and interests relate to the Properly, and Assignee hereby accepts such assignment. [Notwithstanding the foregoing,Assignor shall retain(i)any and all rights under the Development Agreement necessary to perfomt the Retained Obligations,defined below;and(ii)those speck retained rights set forth on Exhibit C attached hereto(the"Retained Rights").] 2. Assumption of Ohligations.[Except with respect-to those specific retained burdens and obligations of Assignor set forth on Exhibit C attached hereto(the"Retained Obligations"),] Assignee hereby assumes all of Assignor's duties and obligations under the Development Agreement accruing after the date hereof, to the extent such obligations relate to the Properly, regardless of whether the obligations originate in the Development Agreement itself or documents executed in connection therewith as a means to effectuate the intent of those provisions,including, without limitation: (a)any indemnity obligations,to the extent applicable to the Property or to Assignee by reason of its ownership of the Property;(b)any obligation to follow and be bound by all applicable rules,regulations and policies; (c)any obligation to pay any fees,assessments or exactions as may be imposed by the Development Agreement; and (d) any obligations arising under the Development Agreement by reason of a default of Assignee under the Development Agreement(with respect to any obligations assumed by Assignee hereunder). Assignee agrees to provide City commercially reasonable assurances of its performance of its obligations under the Development Agreement. Notwithstanding anything to the contrary in this Partial Assignment, Assignee acknowledges that the Development Agreement nuns with the land,therefore nothing in this Partial Assignment shall be construed to excuse Assignee from general compliance with the Development Agreement's prohibitions,default and cure provisions,and other standard provisions to the extent applicable to the Property. 2.1. Assignor's Release, No Assignor Liability or Default for Assignee Breach. As of the Effective Date, Assignor shall he released from all rights and obligations under the Development Agreement except for the Retained Obligations as set forth in Exhibit C. Any default or breach by Assignee or CITY under the Development Agreement following the Effective Date with respect to the Assigned Property or the any riglits and obligations under the Development Agreement other than the Retained Obligations ("Breach")shall not constitute a breach or default by Assignor under the Development Agreement and shall not result in(a) any remedies imposed against Assignor under the Development Agreement,(b)modification or termination of the Developmelrt.Agreement with respect to that portion of the Property retained by Assignor after the conveyance of the Assigned Property (the "Assignor Property"), or (c) any remedies imposed by Assignor under the Development Agreement against CITY. EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 -3- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 2.2. No Assignee Liability or Default for Assignor Breach. As of the Fftective Date, any default or breach by Assignor under of an obligation that applies exclusively and uniquely to the Assignor Property under the Development Agreement prior to or after the Effective ]late C'Assignor Breach"� shall not constitute a breach or default by Assignee under the Development Agreement, and shall not result in (a) any remedies imposed against Assignee under the Development Agreement, or (b)modification or termination of the Development Agreement with respect to the Assigned Property. 3. Development Agreement Transfer Provision. Assignor and Assignee understand and agree that this Agreement is required to comply with Section 12 of the Development Agreement. 4. Indemnity. Assignee agrees to indemnify,defend and hold harmless Assignor,its affiliated entities and persons, and their respective members, managers, partners, officers, directors, shareholders, employees and agents from any claims, demands, losses, liability, damages,causes of action,costs or expenses(including reasonable attorneys'fees)made against or suffered by Assignor with regard to any failure by Assignee to perform any term or condition of the Development Agreement,to the extent such term or condition relates to the Property,from and after the date hereof,and Assignor shall indemnify,defend and hold harmless Assignee,its affiliated entities and persons, and their respective members, managers, partners, officers, directors, shareholders, employees and agents from any claims, demands, losses, liability, damages,causes of action,costs or expenses(including reasonable attorneys' fees)made against or suffered by Assignee with regard to any failure by Assignor to perform any term or condition of the Development Agreement,as it relates to the Property,before the date hereof. 5_ Miscellaneous. 5.L Interpretation, Governing Law. This [Partial] Assignment shall be construed according to its fair meaning and as prepared by both parties hereto. This [Partial] Assignment shall be construed in accordance with and governed by the laws of the State of California. 5.2. Attorneys'and Other fees. In the event of any dispute between the parties hereto or institution of any action or proceeding to interpret or enforce the provisions of this [Partial[ Assignment, or arising out of the subject matter of this [Partial] Assignment or the transaction contemplated hereby,the prevailing party shall be entitled to recover from the losing party all of its costs and expenses incurred,including court costs and reasonable attorney's fees and expert witness Fees. 5.3. Authoritv. Each of the parties hereto represents and warrants to the other that the person or per ons executing this [Partiat] Assignment on behalf crf such party is or are authorized to execute and de liver this[Partial]Assignment and that this[Partial]Assignment shall he binding upon such party_ 5.4. Further Assurances. Assignor and Assignee each agree to do such further EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 -4- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 acts and things and to execute and deliver such additional agreements and instruments as the other may reasonably request to consummate, evidence, confirm or more fully implement the agreements of the parties as contained herein. 5.5. Execution in C'ountcrparts. This[Partial] Assignment may be executed in several counterparts, and all originals so executed shall constitute one agreement between the parties hereto. 5.6. Conflict. Nothing in this [Partial] Assignment is intended to modify or amend the respective obligations of Assignor and Assignee under the Purchase Agreement between Assignor and Assignee which gave rise to this [Partial]Assignment and,in the event of any conflict between this[Partial]Assignment mid the Purchase Agreement,as between Assignor and Assignee the provisions of the Purchase Agreement shall supersede and control over this Partial Assignment. 5.7. Recordation. The parties hereby authorize this [Partial] Assignment to be recorded in the records of Riverside County upon the date hereof. 5.8. Successors and Assigns. This [Partial] Assignment shall be binding upon and inure to the benefit of the respective successors,assigns,personal representatives,heirs and legatees of Assignor and Assignee. 5.9. Notice_ All notices to Assignee under the DLvelopment Agreement should he addressed as Follows: Attn. With a copy to: Attn: [REMAINDER OF PAGE LEFT INTENTIONALLY BLAND] EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 -5- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 IN W ITN ESS WHERF,01-,the parties hereto have executed this Partial Assignment as of the date set forth below its name below. "ASSIGNOR„ a By: Date: By. Date: "ASSIGNEE" a By: Date: By: Date: EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 -6- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 A Dotary public or other officer completing this certificate verities only the identity of the iridividual who signed the document to which this certificate is attached, and not the truthfulness, accaracy, or validity of that doeumenl STATE OF CALIFORNIA } } ss: COUNTY OF } On 120 before me, (insert name and title of the officer), personally appeared who proved to me on the basis of satisfactory evidence to be the person nn s)whose nac(s)is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/herltheir signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the Stale of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature- [Seal] EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 -7- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 A Dotary public or other officer completing this certificate verities only the identity of the iridividual who signed the document to which this certificate is attached, and not the truthfulness, accaracy, or validity of that doeumenl STATE OF CALIFORNIA } } ss: COUNTY OF } On 120 before me, (insert name and title of the officer), personally appeared who proved to me on the basis of satisfactory evidence to be the person nn s)whose nac(s)is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/herltheir signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the Stale of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature- [Seal] EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 'g' DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT"A" TO IPARTIA],I ASSI(iNMEN'C AN1)ASSIIMPTION OF DEVELOPMENT AGYRFEMENT LEGAL DESCRIPTION OF TIIE ASSIGNOR LAND [TO BEINSERTEDI EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 -9- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 1SX11IE1I"I'"13" TO IPARTIA],I ASSIGNMENT AN1)ASSIJMPTION OF DEVELOPMENT AGYREEMENI' LEGAL DESCRIPTION OF TIIE PROPERTY THE SUBJECT PROPERTY IS SITUATED IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE,STATE OF CALIFORNIA,AND IS DESCRIBED AS FOLLOWS: ASSESSOR PARCEL NO.360-380-002: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 15,TOWNSHIP 6 SOUTH, RANGE 3 WEST, SAN BERNARDINO AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 15; THENCE NORTH 00 20' WEST, ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER, 495 FEET; THENCE SOUTH 890 55' EAST, PARALLEL WITH THE SOUTH LINE OF SAID SOUTHEAST QUARTER,743.65 FEET;THENCE SOUTH 0° 20' EAST, PARALLEL WITH THE WEST LINE OF SAID SOUTHEAST QUARTER, 495 FEET TO A POINT ON THE SOUTH LINE OF SAID SOUTHEAST QUARTER; THENCE NORTH 890 55' WEST, ALONG SAID SOUTH LINE, 748.65 FEET TO THE POINT OF BEGINNING.EXCEPTING THEREFROM THE SOUTHERLY RECTANGULAR 30 FEET AS CONVEYED TO THE COUNTY OF RIVERSIDE, BY DEED RECORDED SEPTEMBER 7, 1948 IN BOOK 1009 PAGE 227 OF OFFICIAL RECORDS OF RIV1•:RSII')E COUNTY, CALIFORNIA. ASSESSOR PARCEL NO.360-380-007: THAT PORTION OF PARCEL 1,LOT"A"AND A PORTION OF LOT"B"OF PARCEL MAP NO. 10,610 AS SHOWN BY MAP ON FILE IN BOOK 58, PAGE 76 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTH ONE-QUARTER CORNER OF SECTION 15,TOWNSHIP 6 SOUTH,RANGE 3 WEST, SAN BERNARDINO MERIDIAN,SAID QUARTER CORNER BEING A POINT ON THE CENTER LINE OR SCOTT ROAD,'THENCE SOUTH 891 54'46"EAST ALONG SAID CENTER LINE OF SCOTT ROAD,A DISTANCE OF 748.65 FEET TO TIIE TRUE POINT OF BEGINNING; T'IIENCE NORTH 0" 20' 43" WEST PARALLEL TO THE NORTH- SOUTH CENTER OF SECTION LINE A DISTANCE OF 495.00 FEET;THENCE SOUTH 891 54'46" EAST PARALLEL TO SAID CENTER LINF OF SCOTT ROAD, A DISTANCE OF 570.98 FEET'IXO A POINT ON THE CENTER LINT:OF IIAUN ROAD BEARING SOUTH 01, 19,49" EAST 2133.29 FEET FROM TIIE CENTER LINE INTERSECTION OF HAUN ROAD AND WICKERD ROAD; THENCE SOUTH 01 19' 48" EAST ALONG SAID CENTER LINE, A DISTANCE OF 495.00 FEET TO THE CENTER LINE INTERSECTION OF HAUN ROAD AND SCOTT ROAD;THENCE NORTH 89°54'46"WEST ALONG SAID CENTER.LINE OF SCOTT ROAD,A DISTANCE OF 570.85 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED APRIL 2, 1973, AS INSTRUMENT NO. 41166, RECORDS OF RIVERSIDE COUNTY. EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 '1 0' DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 ASSESSOR PARCEL NO.360-380-009: PARCEL A OF LOT LINE ADJUSTMENT NO.LLA 17-008 PER DOCUMENT RECORDED MARCH 20, 2018 AS INSTRUMENT NO. 2018-0104555 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY_ ASSESSOR PARCEL NO.360-380-010: PARCEL,13 OF LOT LINE.ADJUSTMENT NO.1,1,A 17-008 PER DOCUMENT RECORDED MARCH 20, 2018 AS INSTRUMENT NO. 20 1 8-0 1 045 5 5 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY. EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 -1 1- DocuSign Envelope ID: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4 EXHIBIT"C' TO[PARTIALL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT RETAINED RIGIITS AND OBLIGATIONS ITO BF.1NSERTEDI EXHIBIT G 916/031858-0003 15091031.1 a05/21/20 -12-