2020/09/23 Agreement The Junction - Development Agreement - PP No. 2017-2879t23t2020 Batch 7624965 Confirmation
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DOC # 2020-0452949
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Recorded in Official Records
County of Riverside
Peter Aldana
Assessor-County Clerk-Recorder
..This document was electronically submitted
to the County of Riverside for recording-.
Receipted by MARY #420
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 Jutv 15 , 2020,
by and between (l) the CITY OF MENIFEE (hereinafter "CITY'), a municipalcorporation of the
State of Califomia, and (2) KELCO PROPERTIES, LLC, a Califomia limited liability company
(*KELCO") and PLATINUM PARTNERS, LLC, a Califomia, limited liability company
(*PIIITINUIW') (KELCO and PLATINUM are here inafter collectively referred to as
''DEYELOPER"),
RECITALS
A. DI:VELOPER owns a[[ of the real property describcd on Ehi!j!3\ and depicted
on EhiU!_L consisting of approximately 54.01 gross acres of land area located in the City of
Menifee, County of Riverside, State of Califomia ("Property").
B. The Planning and Zoning approvals f,or the Project on the Property obtained prior
to the Effective Date of this Agreement (collectively.the"Development Approvals") include but
arc not limited to the following:
i. Plot Plan No. 2017-287 (*Plot Plan") proposes the construction of 268,824 sq.
ft. of retailcommercial buildings, including a 157,844 sq. ft. anchor building
("Anchor Building") with gas station, 123,170 sq. ft.. 5-story hotel (135
rooms), and a two-phase 304-unit (390-bed) senior assisted living, independent
Iiving and memory care facility on 54.01 gross acres, adopted by the City
Council of the City of Menifee ("City Councif')on July 1 2o2o and
provides the required contents of a Development Plan in compliance with
Covernment Code section 65865.2. The Plot Plan specifically contemplates
and requires that the retail commercial buildings on the Property would cover
33.1 I gross acres of the total Property, and would consist of the following: (i)
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Pl.EAStr RF.CORD AND WHEN RECORDED
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Shops I (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.); (u) Shops 5 ( 10,800 sq. ft.) (with a sire plan oprion
to instead construct a 9,000 sq. ft. facility with a drive through); (ui) Shops 6
(9,600 sq. ft.); (vli) Fitness Center (37,000 sq. ft.); (uiti) pad I Resraurant
(7,721 sq. ft.); (rx) Pad 2 Restaurant (5,991 sq. lt.); (r) Pad 3 Restauranr (2,368
sq. ft.); (xl) Pad 4 Resraurant (3,400 sq. ft.); (xit) Anchor Building with gas
station (157,844 sq. ft.). ln 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 assistcd living,
independent living, and memory care facility; the Property consists of a total
of 54.0 I gross acres.
Conditional Use Permit 2018-288 ("CUP') to authorize, subject to the
conditions contained therein, the gas station and scnior living uses depicted on
the Plot Plan.
lll Environmental Clearance Document: The Junction at Menifee Valley
Environmental lmpact Report (State Clearinghouse No. 2007041062),
together with an Addendum to thc Junction at Menifee Valley Environmental
lmpact Repo( approved by the Cl'fY in June 2020.
Developmenl. consistent with all olthe Development Approvals and the proposed site plan attached
as &EE!!91is hereinafter referred to as the *Project;'
B. Government Code Sections 65864 et seq. ("Developmenl Agreemenl 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 cntcr 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 Ceneral
Plan and imposes appropriate standards and requirements with respect to the Dcvclopmcnt of the
Property in order to maintain the ovcrall 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. pc20-5t3 ,
which rccommended to the City Council that this Agreement be approved.
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E. On July 1,2024 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
Juty 1 2020 , the City Council introduced Ordinance No. 2o2o-3io , approving this
Development Agreement for first reading. On lutv ts, zozo . the City Councilapproved Ordinance
No. zozo-gto which takes effect as of Auqust 14, 2O2o
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:
I. DEFINITIONS AND EXIIIBITS.
I .l 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:
I .l .l "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)", "(ii)", and "(iii)" in
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, internalproject 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 "Agreemenl" means this Development Agreement.
1.1.3 "Affiltate" 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.
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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 'oAssessment Districf' means City of Menifee Community Facilities
District No. 2017-l (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.
I .l .8 *CITY Parties" means the CITY, City Council, CITY officers, employees,
attorneys and agents.
1.1.9 "Cloim" 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: (l) 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 l78l 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 I 781 , as the same may be amended from time to time, or
any other similar law or regulation.
Ll.l0 "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.
I .l .l I *CUP' means Conditional Use Permit 201 8-288, which authorizes, subject
to the conditions contained therein, the gas station and senior living uses depicted on the
Plot Plan.
l.l .12 "Defoult" 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.
l.l.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.
l.l.l4 "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.
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"Development" also includes the maintenance, repair, reconstruction or redevelopment of
any building, structure, improvement, landscaping or facility after the construction and
completion thereof.
I .l .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.
l.l .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.
l.l.l8 "Developmenl 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 f,acilities, 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.
l.l.l9 "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
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Development Requirements the CITY could otherwise impose on the Project, and are not
recouped through Development Fee credits or reimbursements.
I .l .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 "Lond 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 Regulalions" does not include
any CITY ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct ofbusinesses, 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
(0 the amount of processing fees or development impact fees
l.l.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.
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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 .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 "Part1t" and "Partr'es" 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 *PLATINaM'means Platinum Partners, LLC, a Califomia limited liability
company.
I . I .30 " Plot Plon' ' means Plot Plan No. 201 7 -287 .
1.1.31 *Projecl" 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.
I .l .33 "Reservution of Authoz'rl" means the rights and authority excepted from
the assurances and rights provided to DEVELOPER under this Agreement and reserved to
CITY.
1 .I .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 Eflective Date of this Agreement goveming 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 officialpolicy, goveming:
(a) the conduct ofbusiness, 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;
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(e) the exercise of the power of eminent domain; and (f) the amount of processing fees or
development impact fees.
l.l.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.
l.l .37 "Transfer" means sell, assign, or transfer.
l.l .38 "UnafJiliated" 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-l Site Plan
ExhibitD MitigationMonitoring/ReportingPlan
Exhibit E Development Impact Fees
Exhibit F Public Benefits
Exhibit F-l Summary of Main Drain Improvements in Scott Road and Haun
Road
Exhibit F-2 Prelimi nary Drainage Plan Detail
Exhibit F-3 Scoping Letter for Haun Road Alignment Study
Exhibit G Assumption Agreement
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,
DEVELOPE,R may, at least thirty (30) days prior to completion of the Transfer, apply to
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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: (r) 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 shorterterm is notmandated 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
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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 o1'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
lor 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 DEVELOPE,R, 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 tater-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
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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 DEVELOPE,R, 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 Limitalions, Reservations and Exceptions. Notwithstanding any other
provision of this Agreement, the following Subsequent Land Use Regulations shall apply
to the Development of the Property:
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(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.
(D Regulations which are in conflict with the Development Plan
provided DEVELOPE,R 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 3.2the 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 lor 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
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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; O imposes against the Project
any Development Requirement not specifically authorizedby 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 (l) 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 Fulure 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 orany 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 Suspen^sion by State or Federal Law. ln 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
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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 fbr the subdivision(s) included
within the Pro.iect will cornply with Covernment 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 finaljudgment 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 conceming vesting maps.
3.10 Provision of Real Property Interests by CITY. ln 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
DEVELOPE,R's responsibil ity.
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 (S100,000) per year
over the initial ten (10) years of hotel operations, with a maximum TOT sharing of One Million
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Dollars ($ I ,000,000) over the term of the TOT Sharing Agreement. For purposes of this paragraph
3.l2,a "Preferred Hotel" is ahoteltype and brand thatthe 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 specialreview 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 Party 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,
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upon request by DEVELOPER, issue a Certificate of Agreement Compliance ("CertiJicate") 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 (l) 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, DEVE,LOPER
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 [[!E!!-E. DEVELOPER agrees that all Development Approvals and
Subsequent Development Approvals that do not require an amendment to this Agreement under
Section 3.5 shallbe subjectto the Development Fees, as set forth in this Section 5.1. Forthe first
seven (7) years of this Agreement from the Effective Date (the " Fee Freeze Period'), lhe
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 plu; 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 (l0th) 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 Agreemenl") 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
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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 CrediVReimbursement 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 [[!!j![, 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-shaIl 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
Califomia, 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
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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 appl ication 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
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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 restorethe
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 ol, 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
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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 oJ'Agreement Jbr DeJhult 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 perfoffnance of the provisions of this Agreement which has occurred prior
to said termination.
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 . ln connection with, but without limiting, the indemnification obligations set forth in
Section 9.1.1, DEVELOPER hereby expressly acknowledges and agrees thatthe 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
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Property, as may be referred to in this Agreement or construed under this Agreement, is
nol 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
Califbrnia law and/or federal law and/or the implementation of Labor Code Section I 781 ,
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 l78l (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 (l) non-compliance by DEVELOPER
of the requirement, if and to the extent applicable, to pay federalor 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. WhereverthisAgreementrequires 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 Setllement. 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 DEVE,LOPER's
defense, provided DEVELOPER reimburses CITY for its actual reasonable out of pocket
expenses (including Legal Costs) of such cooperation.
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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. MORTCAGEE 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 lD: F9FDF6D8-39DA-41 4B-496C-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.
IO. MISCELLANEOUSPROVISIONS.
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 2l 000 et seq.) or the State Planning and Zoning Law (Government Code section 65000 e/
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 DEVE,LOPER 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 lD: F9FDF6DB-39DA-41 4B-A96C-B043D03CEFF4
10.4 Estoppel Certificate. Any Party hereunder may, at any time, deliver written notice
to any other Party 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. lf 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 ol'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 perforrnance 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 perforrnance 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.
l0.l I 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 lD: F9FDF6D8-39DA-41 4B-496C-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
occuffence 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 forthe period of the enforced delay and shallcommence 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
t 0.1 3.
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
ofthe 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 ol 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 (ora final inspection is completed when no certificate of occupancy
is required) for all buildings and improvements to be constructed on a parcelwithin 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 lD: F9FDF6D8-39DA-41 48-496C-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.l8 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 ofthe 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 govemment entity
regulating the Development of private property and the owner of such property.
10.19 Further Actions and lnstruments. 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 DEVELOPE,R 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.
ISignatures Attached]
26
DocuSign Envelope lD: F9FDF6D8-39DA-4'1 4B-496C-B043D03CEFF4
by:
CITY EE
)r\/
M ayor
DEVELOPER: KELCO PROPERTIES,
LLC. a California limited
liability company.
By
Title
By
Title
By
Title
PLATINUM PROPERTIES, LLC, A
California I imited liability
company.
By
Title
By
Title
By
By
By
City
APPROV
By
(sEAL)
Soyol, [".
t
FORM:
27
A
ATTEST
City Clerk
APPROVED AS TO FORM:
CITY: CITY OF MENIFEE
By
Mayor
DEVELOPER: KELCO PROPERTIES,
, a California limited
company.
By
Title
By
Title
By
Title
PLATINUM PROPERTIES, LLC, A
limited liability
By
Title
By
Title
By
By
By
City Attorney
(sEAL)
27
Wr/trcf
DocuSign Envelope lD: F9FDF6D8-39DA-4'l 48-496C-B043D03CEFF4
Title
28
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
COI-INTY OF
On Ob tg
d*,M 2020 before *r, Mq(\So\ CzeLzv-e--<-c-r
Notary Public (insert name and title of the officer),
WITNESS my hand and official seal.
Signature:
ISeal]
)
)
)
personally appeared flcrrc1 Ee\t'q5r rr n , who proved to me on the basis of
satisfactory evidence to be tFe person(g) whose name(p\(rSare subscribed to the within
instrument and acknowledged to me \q$Slanehhey exeiuted the same i@/h"./th"i.
authorized capacityJiels-a1{ thal by@/ier/their signaturfs) on the instrument the persog[d, or
the entity upon behalf of which the persollglacted, executed the instrument.
I certifu under PENALTY OF PERIURY under the laws of the State of Califomia that the
foregoing paragraph is true and correct.
29
ss:
Clear/Reset
1,,1IELt$
fiARGO
All-purpose Acknowledgment California
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
County of ORANGE
On 08118t2020
the officer),
personally appeared
before me,MARISOL CABRERA, NOTARY PUBLIC (here insert name and title of
HAIG KELEGIAN
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 offlcial seal.
sig nature
For Bank Purposes Only
Description of Attached Document
Notary Seal
Type or Title of Document
Document Date Number of Pages
Signe(s) Other Than Named Above
Account Number (if applicable)
l]t lIlll|lffit
DSG5350CA,/595577 (Rev 03 - 05/20)
llilt m0lffifiHImiJt
DocuSign Envelope lD: F9FDF6D8-39DA-41 48-496C-B043D03CEFF4
EXHIBIT A
Legal Description of the Propertv
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-OO2:
THAT PORTION OF THE SOUTHEAST QUARTER OF SECTTON 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 89o 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 89O 55' WEST, ALONG SAID SOUTH LINE, 748.65 FEET TO THE POINT OF
BEGINNING. EXCEPTINC THEREFROM THE SOUTHERLY RECTANGULAR 30 FEET AS
CONVEYED TO THE COUNTY OF RIVERSIDE, BY DEED RECORDED SEPTEMBER 7,
1948 IN BOOK IOO9 PAGE 227 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY.
CALIFORNIA.
ASSESSOR PARCEL NO. 360-380-OO7:.IHAT PORTION OF PARCEL I, LOT "A" AND A PORTION OF LOT "B" OF PARCEL MAP
NO. I0,6IO 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 89o 54' 46" EAST ALONG SAID
CENTER LINE OF SCOTT ROAD, A DISTANCE OF 748.65 FEET TO THE TRTJE POINT OF
BEGINNING; THENCE NORTH 0" 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
FE,ET TO A POINT ON THE CENTER LINE OF HAUN ROAD BEARING SOUTH OO I9'48''
EAST 2133.29 FEET FROM THE CENTER LINE INTERSECTION OF HAUN ROAD AND
WICKE,RD ROAD; THENCE SOUTH 0' l9' 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 89o 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 DEE,D RECORDED APRIL 2, 1973, AS INSTRUMENT NO. 41166,
RECORDS OF RIVERSIDE COUNTY.
EXHIBIT A
-l-916/031858-0003
I509f031.1 a05/21/20
DocuSign Envelope lD F9FDF6D8-39DA-414B-A96C-B043D03CEFF4
ASSESSOR PARCEL NO. 360-380.009:
PARCEL A OF LOT LINE ADJUSTMENT NO. LLA I7.OO8 PER DOCUMENT RECORDED
MARCH 20,2018 AS INSTRUMENT NO. 2OI8.OI04555 OF OFFICIAL RECORDS OF
RIVERSIDE COUNTY.
ASSESSOR PARCEL NO. 360-380-OIO:
PARCEL B OF LOT LINE ADJUSTME,NT NO. LLA I7-OO8 PER DOCUMENT RECORDED
MARCH 20,2OI8 AS INSTRUMENT NO. 20I8.OI04555 OF OFFICIAL RECORDS OF
RIVERSIDE COUNTY.
916/031858-0003
15091031.1 a05/21/20
EXHIBIT A
1
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-A96C-B043D03CEFF4
916/03t 858-0003
15091031.1 a05/21/20
EXHIBIT B
Man Showing Property and Its Location
EXHIBIT B
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DocuSign Envelope lD: F9FDF6D8-39DA-4'1 48-496C-B043D03CEFF4
EXHIBIT C
Development Plan
The Development Plan underthe Agreement is the plan forthe Developmentr 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
l. 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 grossacres, 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 33.1I gross acres of the total Property, and would
consist of the following: (i) Shops I (8,600 sq. ft.); (ii) Shops 2 (9,000 sq.ft.); (ili) 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 I Restaurant(7,721 sq. ft.); (x) 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,
|AllcapitalizedtermsusedinthisWshallhavethemeaningassignedtothosetermsin
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
-l-916/031858-0003
15091031.1 a05l2l/20
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-A96C-B043D03CEFF4
independent living, and memory care facility; the Property consists of a totalof 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
-2-916/031858-0003
15091031.1 a05t2lt20
DocuSrgn Envelope lD: FgFDF6DS-39DA-41 4B-A96C-B043D03CEFF4
9 l6103 t858-0003
l5()9t031 I a0i/21120
EXHIBIT C-I
Site Plan
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VICINIry MAP
HOTEL SUMMARY
PARKING SUMMANY SENIOB HOUSING:
INOEPENoENTLIVING: UN|TS HEO. PBOV
NSISEO LIVING
BUILDING AFEA
@Pffi$^s
6,@dBO=JSItrl
PARKING PFOVIOED
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SENIOB HOUSING SUMMARY
BUILDING AFEA
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MEMORY CME:
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PROPOSED SITE PLAN
SITE SUMMARY
srTE SUMMARY (OPTTON #1) S|TE SUMMAHY(OPTTON #2)
RETAIL SUMMAHY
BUILDING AFEA
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OPTION 2
JUNCTION AT MENIFEE
Menifee, CA A-1
SITE PLAN
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DocuSign Envelope lD: F9FDF6D8-39DA-41 48-496C-B043D03CEFF4
EXHIBIT D
Mitigation Measures
EXIIIBIT D
-t-916/03 1858-0003
15091031.1 a05/21/20
DocuSign Envelope lD: FOFDF6DB-39DA-41 4B-A96C-B043D03CEFF4
MITIGATION MONITORING/REPORTING PLAN
A. !NTRODUCTION
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 lmpact Report (ElR 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.
a
a
a
The Project Applicant shall be responsible for implementing all mitigation measures
unless otherwise noted.
B. MMRP
Aesthetics
MM IV.B-I
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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 1
Docusign Envelope ID F9FDF6D8-39DA-414B-A96C-8043D03CEFF4
City of Menifee
a
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 surrou nd ings.
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.
a
o
a
a
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
City
City
Pre-Construction/Construction
of Menifee Communi$ Development Department
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 Communi$ 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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 2
DocuSign Envelope lD: F9FDF6DB-39DA-41 4B-496C-B043D03CEFF4
City of Menifee May 2O2O
. 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 Agency:
Air Quality
MM IV.D-I
ln 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:
Enforcement Agency:
Monitoring Phase:
Enforcement Agency
P re-Co nstru ction/Co nstructio n
City of Menifee Building and Safety Department
City of Menifee Community Development Department
Ci$ of Menifee Building and Safety Department
City of Menifee Community Development Department
Pre-Con structio n/Co n structio n
City of Menifee Building and Safety Department
City of Menifee Community Development Department
City of Menifee Building and Safety Department
City of Menifee Community Development Department
Monitoring Agency:
MM IV.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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 3
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City of Menifee Mav 2O2O
. Use watering to control dust generation during demolition of structures or break-
up of pavement;
o 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;
o 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 3O-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 Agency:
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:
Enforcement Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Pre-Constru ctio n/Co nstruction
City of Menifee Engineering/Public Works Department
City of Menifee Community Development Department
City of Menifee Engineering/Public Works Department
City of Menifee Community Development Department
Pre-Construction
City of Menifee Building and Safety Department
City of Menifee Communig Development Department
City of Menifee Building and Safety Department
City of Menifee Community Development Department
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 4
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-A96C-B043D03CEFF4
City of Menifee May 2020
MM tV.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 Agency:
MM tV.D-s
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:
Enforcement Agency:
Monitoring Phase:
Enforcement Agency
Monitoring Phase:
Enforcement Agency
Monitoring Agency:
Pre-Construction
City of Menifee Building and Safety Department
City of Menifee Community Development Department
City of Menifee Building and Safety Department
City of Menifee Community Development Department
Pre-Construction
City of Menifee Building and Safety Department
City of Menifee Community Development Department
City of Menifee Building and Safety Department
City of Menifee Community Development Department
C on stru ction/P re-Occu pa n cy/Occu pa n cy
(Measure to be included in Project CC&Rs)
City of Menifee Building and Safety Department
City of Menifee Community Development Department
City of Menifee Building and Safety Department
City of Menifee Community Development Department
Monitoring Agency:
MM IV.D-6
Restrict delivery truck operation to 2007 or newer model years
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 5
Docusign Envelope lD: F9FDF6DB-39DA-41 4B-A96C-B043D03CEFF4
City of Menifee Mav 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 controlprogram 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) lnstallation of sand fences and perimeter sandbags;
0 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 d ifficu lt.
Monitoring Agency:
MM tV.D-?
All off-road construction equipment greater than 50 hp shall meet USEPA Tier 4 emission
standards to reduce NOr, PMro, and PMz.s emissions at the Project site. ln 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:
Enforcement Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Pre-Construction
City of Menifee Engineering/Public Works Department
City of Menifee Community Development Department
City of Menifee Engineering/Public Works Department
City of Menifee Community Development Department
Pre-Con stru ctio n/Co n stru ction
City of Menifee Engineering/Public Works Department
City of Menifee Community Development Department
City of Menifee Engineering/Public Works Department
City of Menifee Community Development Department
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 6
DocuSign Envelope lD : F9FDF6D8-39DA-41 4B-A96C-B043D03CEFF4
City of Menifee May 2020
Biological Resources
MM IV.E-I
The results of the "Revised Jurisdictional Determination for a 50.95 Acre Property in
Menifee, CA" dated 28 February 2O2O; "Revised DBESP'dated 28 February 2020 (with
DBESP Addendum Clarification Memo" dated 19 May 2020); and "Revised Consistency
Analysis lncluding 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:
Enforcement Agency:
Monitoring Agency:
Pre-Construction
City of Menifee Community Development Department
City of Menifee Community Development Department
a
MM IV.E-?
Nesting Birds
Conduct vegetation removal associated with construction from September 1st through
January 31st, when birds are not nesting. lnitiate grading activities prior to the
breeding season (which is generally February 1st through August 31st) 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
lf 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
a
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
PageT
DocuSign Envelope lD: F9FDFGDS-39DA-41 4B-496C-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. lf 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.
Rurrowing 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. lf 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. lf 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.
a
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
City
City
Pre-Construction/Construction
of Menifee Community Development Department
of Menifee Community Development Department
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 8
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City of Menifee May 2O2O
MM IV.E-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 Communi$ Development Department, as well as the Corps, CDFW,
and RWQCB, prior to the issuance of a grading permit.
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency
Monitoring Agency:
City
City
Pre-Construction
of Menifee Community Development Department
of Menifee Community Development Department
Pre-Construction
City of Menifee Community Development Department
City of Menifee Community Development Department
Pre-Occupancy
of Menifee Community Development Department
of Menifee Community Development Department
MM IV.E-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.
MM IV.E.s
Prior to Project occupancy, the Project Applicant shalt 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.
City
City
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 9
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City of Menifee May 2020
MM IV.E.6
ln 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).
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:
Enforcement Agency
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Pre-Construction
City of Menifee Community Development Department
City of Menifee Community Development Department
Construction
City of Menifee Community Development Department
City of Menifee Community Development Department
Cultural Resources
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 monito(s) shall be required on-site during allground 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 lndians and the Soboba Band of Luiseno lndians. 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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 10
MM IV.G-I
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-496C-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
ApplicanUPermittee not be established within 45 days of the date the ApplicanUPermittee
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 ApplicanUPermittee shall be responsible for all
curation costs.
Although the previously unrecorded milling feature site 33-28615, discovered during the
updated Phase ll Historical Resources lnvestigation 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 lV Monitoring Report should be required prior to
fi nal grading clearance.
Monitoring Phase:
Enforcement Agency
Monitoring Agency:
MM tV.G-3
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
TANK HOUSE DOCUMENTATION. Priorto 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 ll Historical Resources lnvestigation. 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.
P re-Co n structio n/Con stru ctio n
City of Menifee Community Development Department
City of Menifee Community Development Department
Pre-Construction
of Menifee Community Development Department
of Menifee Community Development Department
City
City
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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 11
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City of Menifee Mav 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-'
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 untilwhich time they can be reconstructed in the site plaza.
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. lnscribed water heater elements shall be
removed intact to ensure preservation.
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.
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.
a
b
c.
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Pre-Construction
City of Menifee Community Development Department
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 opportuni$ 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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting P lan
Page 12
DocuSign Envelope lD. F9FDF6D8-39DA-41 48-A96C-B043D03CEFF4
City of Menifee May 2O2O
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
City
City
Pre-Construction
of Menifee Community Development Department
of Menifee Community Development Department
Pre-Construction
City of Menifee Community Development Department
City of Menifee Community Development Department
Construction
of Menifee Community Development Department
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.
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 1i8" 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 ll Historical
Resources lnvestigation.
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. ln addition, all earthmoving activities conducted on farmland
surrounding the Bailey Farmstead shall be monitored by a qualified Archaeologist. ln 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.
City
City
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 13
DocuSign Envelope lD: F9FDF6DB-39DA-41 4B-A96C-B043D03CEFF4
City of Menifee May 2O2O
MM IV.G-g
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.
MM IV.G-I0
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:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
P re-Co nstruction/Con stru ction
City of Menifee Community Development Department
City of Menifee Community Development Department
P re-Co nstru ction/Co n stru ction
of Menifee Community Development Department
of Menifee Community Development Department
Pre-Occupancy
City of Menifee Community Development Department
City of Menifee Community Development Department
Construction/P re-Occu pancy
City of Menifee Community Development Department
City of Menifee Community Development Department
City
City
MM IV.G.I1
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.
MM tV.G-l2
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.
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 14
DocuSign Envelope lD: FOFDF6DS-39DA-41 48-496C-B043D03CEFF4
City of Menifee Mav 2020
MM IV.G.I3
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:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
City
City
Co nstruction/P re-Occu pa n cy
of Menifee Community Development Department
of Menifee Community Development Department
Co n struction/P re-Occu pa n cy
of Menifee Community Development Department
of Menifee Community Development Department
Co nstruction/P re-Occu pan cy
of Menifee Community Development Department
of Menifee Community Development Department
MM IV.G-I4
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.
City
City
MM tV.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.
City
City
MM IV.G-I6
HISTORICAL PLAQUES DESIGN. Prior to Building Permit lssuance, 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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 15
DocuSign Envelope lD F9FDF6D8-39DA-414B-496C-B043D03CEFF4
City of Menifee May 2O2O
elements of the Bailey farmstead and shall be made of attractive durable materialthatwill
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 qualifled archaeologist and shall be in conformance with
the Phase ll Cultural Resources Report. The plaques design requires concurrent approval
from the Community Development Department and Historical Preservation Officer.
MM IV,G-I7
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 ll Cultural Resources Report.
Monitoring Phase:
Enforcement Agency
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Pre-Construction
City of Menifee Community Development Department
City of Menifee Community Development Department
Construction/Pre-Occu pancy
of Menifee Community Development Department
of Menifee Community Development Department
Construction/P re-Occu pa n cy
of Menifee Community Development Department
of Menifee Community Development Department
City
City
MM IV.G-I8
HISTORICAL DESIGN COMPLIANCE. Priorto 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.
City
City
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 16
DocuSign Envelope lD: F9FDF6DB-39DA-41 4B-496C-B043D03CEFF4
City of Menifee Mav 2O2O
MM IV.G.I9
ARCHEO MONITORING REPORT. Prior to Final lnspection, the applicant shall submit
to the City Archaeologist one paper copy and two (2) CD copies of the Phase lV 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 lnformation Center, the Bailey
Farmstead descendants, and to the Menifee Valley Historical Society.
MM IV.G.2O
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. lf 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.
lf 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:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency
Monitoring Agency:
Pre-Occupancy
City of Menifee Community Development Department
City of Menifee Community Development Department
Pre-Construction
City of Menifee Community Development Department
City of Menifee Community Development Department
Geology and Soils
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 lmpact 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. lnformation 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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 17
MM IV.G-2
DocuSign Envelope lD: F9FDF6D8-39DA-41 48-496C-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. lf 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. lf 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. lf 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 willthen 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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 18
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-496C-B043D03CEFF4
City of Menifee May 2020
professionals responsible for the report's content (e.9., professional geologist,
professional engineer, etc.), as appropriate. Two wet-signed original copies of the
report shall be submitted directly to the olfice of the City Community Development
Department along with a copy of this condition and the grading plan for appropriate
case processing and tracking.
P re-Con structio n/Co n stru ctio n
of Menifee Community Development Department
of Menifee Community Development Department
City
City
Greenhouse Gas Emissions
MM IV.M.I
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:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Co nstru ction/Occu pa n cY
City of Menifee Community Development Department
City of Menifee Community Development Department
Hazards and Hazardous Materials
MM tV.F-l
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 incht of weeds
and soil away to expose areas of staining. Stained areas shallthen be sampled and tested
to determine the limits of any contamination. lf necessary, a Phase ll Environmental Site
Assessment shall be performed. lf 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. lf 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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page '19
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-A96C-B043D03CEFF4
City of Menifee May 2O2O
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
ln 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:
Enforcement Agency:
Construction
City of Menifee Building and Safety Department
City of Menifee Engineering/Public Works Department
City of Menifee Building and Safety Department
City of Menifee Engineering/Public Works Department
Monitoring Agency:
Hydrology/Water Quality
MM IV.H-I
Grading and Drainage Plans
Finalgrading 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 flnal 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 10O-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.
a
a
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 20
DocuSign Envelope lD: F9FDF6D8-39DA-41 48-496C-B043D03CEFF4
City of Menifee May 2020
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
City
City
Pre-Construction
of Menifee Engineering/Public Works Department
of Menifee Engineering/Public Works Department
Construction
City of Menifee Building and Safety Department
City of Menifee Engineering/Public Works Department
City of Menifee Building and Safety Department
City of Menifee Engineering/Public Works Department
Pre-Construction
of Menifee Community Development Department
of Menifee Community Development Department
Noise
MM IV.J-I
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 Agency:
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
equipmentwillbe 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 oI 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 oI 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 muffiers,
consistent with the manufacturers' standards.
a
a
a
a
City
City
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 21
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-496C-B043D03CEFF4
City of Menifee May 2O2O
MM IV.J-3
The City shall require that all construction equipment utilizes noise reduction features
(e.9., mufflers and engine shrouds) that are capable of reducing noise levels 3 dBA Leq
or more at 50 feet of distance.
Monitoring Agency:
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:
Enforcement Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Pre-Co n stru ction/C on stru ctio n
City of Menifee Building and Safety Department
City of Menifee Engineering/Public Works Department
City of Menifee Community Development Department
Construction
City of Menifee Building and Safety Department
City of Menifee Engineering/Public Works Department
City of Menifee Building and Safety Department
City of Menifee Engineering/Public Works Department
Construction
City of Menifee Community Development Department
City of Menifee Community Development Department
Co n stru ction/P re-Occu pa n cy
of Menifee Community Development Department
of Menifee Community Development Department
Monitoring Agency:
MM IV.J-i
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.
MM IV.J.6
Project Developer(s) shall enclose or shield HVAC equipment from off-site properties and
from adjacent roadways.
City
City
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 22
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-496C-B043D03CEFF4
City of Menifee May 2020
MM lV.J-7
HVAC units with the lowest sound power level shall be selected
Monitoring Phase:
Enforcement Agency
Monitoring Agency:
MM IV.J.8
HVAC units shall be installed as far as possible from residential land uses
Occupancy
City of Menifee Community Development Department
City of Menifee Community Development Department
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
MM IV,J.g
Project Developer(s) shall consider enclosing or shielding loading areas from off-site
properties.
MM IV,J.IO
Trucks shall not idle at the site for more than five minutes. Signs shall be posed limiting
idling to five minutes or less.
MM IV.J-I1
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.
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting P lan
Page 23
Construction/Pre-Occu pancy
City of Menifee Community Development Department
City of Menifee Community Development Department
Construction/Pre-Occu pancy
City of Menifee Community Development Department
City of Menifee Community Development Department
Construction/Pre-Occu pancy
City of Menifee Community Development Department
City of Menifee Community Development Department
Construction/Occu pancy
City of Menifee Community Development Department
City of Menifee Community Development Department
DocuSign Envelope lD : F9FDF6D8-39DA-4'l 48-496C-B043D03CEFF4
City of Menifee May 2O2O
Public Services
MM IV.L-I
Development lmpact Fee. The developer shall pay fees for future fire facilities in
accordance with City of Menifee Ordinance No. 17-232, the Development lmpact Fee
program.
Monitoring Phase:
Enforcement Agency
Monitoring Agency:
Transportation
City
City
Pre-Occupancy
of Menifee Community Development Department
of Menifee Community Development Department
MM IV.K-I
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.s
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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
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Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
MM tV.K-4
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
City
City
Pre-Occupancy
of Me n ifee En g ineeri n g/Publ ic Works Departme nt
of Me n ifee Eng ineerin g/Publ ic Works Departme nt
Pre-Occupancy
of Men ifee En g ineerin g/Public Works Department
of Menifee Engineering/Public Works Department
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 operationalcompatibility 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-,
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{urn lane, an eastbound left-turn lane, a second westbound
through lane, and a westbound right-turn lane with overlap signal phase.
City
City
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. lf 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
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 25
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-A96C-B043D03CEFF4
City of Menifee Mav 2020
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
City
City
Pre-Occupancy
of Men ifee Eng ineeri n g/Public Works Department
of Men ifee En g ineeri ng/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.
a
a
a
a
a
**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): lnstall 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. (ln the event that Holland Road Oyercrossing 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 improvemenfs fo
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
leftlurn lane.)
*"Haun Road (NS)/Garbani Road (EW): lnstall 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. (ln 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 sfreef 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): lnstall traffic signal. Construct
lanes. (Note: Project applicant shall install traffic signal and will be subject to 50%
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 26
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-496C-B043D03CEFF4
City of Menifee May 2O2O
a
a
reimbursement by Project PP 22674 or will contribute its 50% cost for
improvements implemented by Project PP 22674).
**HaunlZeiders Road (NS)/Scott Road (EW): Add second northbound left{urn
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 leftturn lane and three total
through lanes. Add a second westbound left turn lane, three total through lanes,
and a right-turn lane with overlap. (ln the eventthatthe 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): lnstall 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 leftturn 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{urn lane with overlap.
**Menifee Road (NS)/Garbani Road (EW): lnstall traffic signal. Add westbound
left{urn lane.
**Menifee Road (NS)/Scott Road (EW): Add southbound rightturn 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.
a
a
a
Monitoring Phase:
Enforcement Agency:
Monitoring Agency:
Pre-Occupancy
City of Menifee Engineering/Public Works Department
City of Menifee Engineering/Public Works Department
The Junction at Menifee Valley
Addendum to Environmental lmpact Report No. 495
Mitigation Monitoring/Reporting Plan
Page 27
DocuSign Envelope lD: F9FDF6D8-39DA-41 48-,496C-B043D03CEFF4
Law
Enforement Fire Circulation
BXHIBIT E
Development Impact Fees
Shm Animal General PublicUs
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Land
Shelter Government Facilities
154 $
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EXHIBIT E
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1509f031.1 a05/21/20
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DocuSign Envelope lD : F9FDF6D8-39DA-41 48-A96C-B043D03CEFF4
EXHTBIT F
Public Benefits
1) Exoanded Contribution to Howard Wav 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 Drainase 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-I, and more particularly described
on Exhibit F-2 ("Droinage 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 Alienment Studv (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
-l-916/03t858-0003
I509103f.1 a05/21/20
DocuSign Envelope lD: F9FDF6D8-39DA-41 48-496C-B043D03CEFF4
EXHIBIT F.l
Summarv of Main Drain Improvements in Scott Road and Haun Road
EXHIBIT F.I
-l-916/031858-0003
1509103l.1 a05/21/20
DocuSign Envelope lD: F9FDF6D8-39DA-41 48-496C-B043D03CEFF4
The lunction At Menifee - PP 2077-287
summary of Main Orainaqe lmDrovements in Scott Road and Haun Road
The following is a summary of the main drainage course that passes throuSh the subject property at The
Junction at Menifee project and the proposed storm drain improvernents in Scott Road and Haun Road:
1. An off-site tributary area of 1682 acres brings a 1m-year storm runoff of 1884 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" cMP pipe is
undersired and large storm events historically flood the prop€rty south of kott Road and runoff
has been known to travel over Scott Road.
2. Flows continue nonherly approximately 1,400 LF in a natural flowline to an existing triple 35"
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 undersiued and in
large storm events, the runoff travels over Haun Road whach functions as an Arizona crossing.
3. The estimated l0G'year storm runoff at this point in Haun Road is !L,O77 CFS and includes the
off-site acreage south of Haun Road, off-site acreage west of Howard Way and the developed
on-site 51) acres of The Junction project.
4. The proposed solution to the drainage in this area is to construct a regional flood control facility
consisting ofa double 8 ft wide by 5 ft high reinforced concrete box culvert (8'x9'double RCB)
from kott Road to Haun Road being 1,573 ft long. DRC Engineering is considering the
installation of a double 72" and 4" cast-in-place-concrete pipe (CIPCP) as an alternative to the
RCB subject to approval by the reviewing aBencies.
5. lnitially, the Gty of Menifee will own and marntain the double 8'x5' RCB stotm drain system. ln
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, ThelunctionatMenifeeprojectwill raisetheprofileofHaunRoadapproximatelyl0ftto
provide cover for the proposed double 8'x5' RCB and eliminate the floodinS of Haun Road and
the Arizona c,ossing 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 b€ 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 1,2Y) 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 201G022 and the technical documents prepared by RBF
Engineering and JLC Engineering- The only difference as 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, lnc.rr14-650D
EXHIBIT F-I
1916/031858-0003
l5091031.1 a05/21/20
Page 1
DocuSign Envelope lD: F9FDF6DB-39DA-4148-A96C-B043D03CEFF4
1O. Where the double 8'x5' RCB cross the private property of the retail center, the developer will
grant an easenrent for storm drain purposes to the Oty of Menifee. The ptoposed 3O ft wide
easement has an area of 4,433 SF, not included riSht-of'way dedications for Haun Road and
s,cott Road to the ultimate widths. An exhibit showing the extent of the proposed storm drain
improvements is attached.
11. ln 2016, the applicant worked with the City of Menifee and Caltrans to include the RCB crossing
of Scott Road in the wo* being done on the 215/kott Road lnterchange Project. This culvert
was included in the Caltrans Plans dated 1-9-2015. Copies of plan she€ts 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' RCB crossing of Scott Road. A copy of Sheet D-7 from the 1006
PS&E Phase 1 plan set dated 3-3-2017 is attached. The revised plan set maintains the existing
undersized 66" CMP 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 cost of the installation will need to be borne by the developer of The Junction at Menifee
project.
End of Summory
DRC Engineering, lnc.ff14-650D
916/011858-0003
15091031.1 a05/21/2o
EXHIBIT F-I
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?age 2
Docusign Envelope lD: F9FDF6D8-39DA-414B-A96C-B043D03CEFF4
916/01 1858-0003
l509l0ll I a05/21l20
EXHIBIT F-2
Preliminary Drainase Plan Detail
EX}IIBIl'F-2
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MISIT{GPflOTIG OF HAUII ROAO, F€iPvI{G
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JUNCTION MENIFEE PROJECT
DRAINAGE PLAN, MAIN STORM ORAIN
916/031858-0003
15091031.1 a05l2tl20
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EXHIBIT F-3
Scopine Letter for Haun Road Alisnment Studv
EXHIBIT F-3
-l-9t6103t858-0003
15091031.1 a05/21/20
DocuSign Envelope lD: F9FDFGD8-39DA-4148-496C-B043D03CEFF4
Engineering, lnc.
l& South old Spilngs fioad,sre, 210
Anaheim Hillr, Glifornia 92808
Phone:714-685-6860
tu: 711-685-6801
RE:
March 27.2020 Job No. 14-6500
Mr. Jonathan G. Smith, P.E.
Public Works Director / Crty Engineer
City of Menifee
Public Works / Engineering Department
29844 Haun Road
Menifee, CA 92660
The Junction, NWC Haun Road and Scott Road, Menifee, CA (PP 2017-2871
Scoping Letter for Haun Road Alignment Study
Dear Jonathan
On behalf of Kelco Properties, LLC, the owner/applicant for The Junction at Menifee projecl.
DRC Engineering, lnc. is writing this letter lo 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
$Drk 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 subjed projecl.
Haun Road Alionment Studv
This Haun Road alignment study shall include lhe following elements:
o Studv 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 (t10,600 LF).
o Plan & Profile Sheets. The Study will prepare approximately 11 plan and profile sheets at a
scale of 1 inch equals 40 feet. The plan vrews will show the street centedine, existing right-
of-way (RM/), proposed RA/V, proposed curb lines, proposed raised median and general
lane striping. The street profiles will show the existing street grade at cenlerline and
proposed finished grade at centerline. The plan will include an index map and detail sheet
with a typical roadnvay section and road,vay section at intersections.
o Standard Plan. The street desQn for Haun Road will be based on lhe cunent City Standard
Plan No. 110, Major (4 Lanes, 118 feet wrde) 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 roadrnay corridor and
information that can be used for future design uork. The plan may include wider
interseclions at certain locations based on future geometrics as provided by the City prior to
lhe start of the engineer's work.
EXHIBIT F-3
-2-916/031858-0003
15091031.1 a05l2l/20
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-496C-B043D03CEFF4
Mr. Jonathan G. Smith, P.E.
March 27,2O2O
Page2
Job No. 14-650D
o Existino Features. Existing features will be based on available record information and not
based on any formal fteld 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.
o Toooqraphic Base. The roadway profile will be based on topographic mapping provided by
the Crty or, by using topographic mapping available through the Riverside County Flood
Control & Water Conservation District (aerial rmages with 4 ft contour interval). Scope of
work does not include new aerial topographic mapping over the 2-mile segment of Haun
Road.
o Holland Road Plans. City shall provide a copy of the Holland Road over-crossing plans to
thc civil cnginccr that will covcr thc Holland Road and Haun Rood intcrscction.
.Sg9@,.ThescopeofworkdoeSnotincludeaerialtopographicmapping'traffic
impact studies, tratfic signal design, drainage studies to size pipe culverts, enginee/s cost
estimates, or lane geometrics required to meet study-specific traffic level-of-service criteria.
o Deliverables. Deliverables will include a hard-copy print of the plan sheets, an olectronic
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 rvhere 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, lnc./ftas/4-
Ronald W. Sklepko, P.E., LEED AP, QSD
Vice President
RWS:rws
c:Dennis Fitzpatrick, Kelco Properties, LLC
916/03 1858-0003
1509103t.1 a05l2l/20
EXHIBIT F-3
-3-
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-A96C-B043D03CEFF4
EXHIBIT G
Assumption Agreement
EXHIBIT G
-t-916/031858-0003
15091031.1 a05/21/20
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-A96C-B043D03CEFF4
RE('()RI)t\(; llt,)Qt Ias't t.lt) tt\
.\\D \\ HU\ RU('()RDI.]D, Rt)',tl RVI',():
CIT\'()[ \lllNIFIrE
291i4-l Haun ltoad
\lenitee. C.\ 92-s86
.{.nu: Citr' .{ttornc\.
lP \R',ll.\r.l .\ssr(;\\ili\'t' .\\t).\sst rrp t't()\
()t' Dt_\ t.r,()P\IE\'t' .\GRr],EItt)\',t
Tltis [P.-\R-l),\l.l .\SSI(;N\IEN1' AND .\SStrNlPl'l()N OF DIiVIil.OPtrlL]\T
.,\(iRl';l'.NI l:N'l' ("[ Partial L\ssinnnrent") is entered intu :rs of . 20 (the "l.,f'lectir,c I)ate").
by arrd bet*een ('J$ig4St"). and
('ios!mce')
R[,('I1'.\LS
.\. KIrl.CO PROPERTIES. l.LC. a Calitbmia limitc'd liabilitl comparrv and
PLATINL-\I P.\RI-\ERS. LLC. a Calitbmia. limited liabilit compan) (collectileh "(htS,tES!
Develorrer" Ior'.Lt*tgltg!"1). and the Citl of \lenifi'e. a nrunicipal cLrrplrration ("('itr'") c-nterr.d
into that ct'rlain "'lho Junction l)cvcloprncnt r\grcr'nrurt". datcd . and rccordcd on
. as l)txurnent \o. of ()flicial Recortls. Riveniide
Ctrunlr (the '-&Slgre4--\ro!'' rrr the "Dl"). punuant trr nhich (higinal l)evcloper
agrc!'d to dcvclop !'crtain propcrtv nlorc particularlv dcscribc'd in thc Dcvclopm!.nt .{,grccnlcnt
subjcct lo ccrtain contlitions and obligations sct lbrth in thc Dcvclopmcnt ,\grcrrncnt.
ti. .{ssigrror is [tlrr' orvner ot'or ()rigrnal Developer's successor-in-inlercst toJ
the propcrtl nrore particularlr dc*-ritrcd on Eshibit.\ atlached hereto (the'.f$jgggt_t!trd").
uhich is [all r-rr a portionl ol'the proJrrlr subject to the Development .A,greenrcntl.
C. ..\ssigrt.-c is purchiusing lall rz'a porlionl ol'thc ,\ssignt>r Inntl. as r.tlorc
particularh descrihed on I-,xhibit Il attached herelo (the "!l42pgg[ '). lronr .\ssigrror. in accordarrce
u'ith thc lcmrs ol' that ccrlain [Purchasc and Sal.' -\grce'mcnt l)cscription.l (thc '"Purchas..
,\erocrncnt" ).
l) Punuant lo lhc lcnns ot'thc Purchasc -\grccm,:nt. .\ssignor agrccd lo assign
and,\ssigncc agrccd to a.ssurnc ccrtairr rights. inlsrrxts and ohligations and othu'r tcnns and
conditions urder lhs' Deleloprrrcnt Agreenrent. as such rights. interesls and obligations r!-lale lo
lhe Propcrlr
EXHIBIT G
-2-916/03t858-0003
f 509 103 1.1 a05l2l/20
DocuSign Envelope lD: F9FDF6D8-39DA-4"1 4B-496C-B043D03CEFF4
|;.. 'lhc purposc of this lParriall ,Lssignnrr.nt is to sct lirrth thc tcrms and
provisiotrs agrccd ttporr hchrccn .\ssignor and .\ssignce uith rcspcct to lh!'assignnrcnt olccrtain
rights and interests and the delegation of cerlain duties and ohligatiorrs ol' .\ssignor under the
Developntenl .\greement. as such rights. interests. duies iurd obligations relate to the Propertr'.
.-\(;Rr.t,Elll,:\'t
NOU', TIIIIRF,FORIl. .\ssignor and .\ssignee agree ar t'ollou,s:
I . .{,ssierlmcnt. .dssignor lrr'rcbv assigrrs. col)\'cvs and tratrsf!'rs to .{ssigncr- al I rights
imd intcrcsts of ,\ssignor. as thc "Dcvclopci'. undcr thc Dcvr.lopmcnt i\grccmcnt to thc cxtcnt
such rights and intcrcsts rr'latc to thc Propcrlr'. and ,Lssigncc hcrcbr acc..pts such assignmcnt.
[Notu'ithstanding thc lbrcgoing .-\ssignor shall rclain (i) an1' and all rights undcr thc Devclopmcnt
.\greenrent necess.rrl to pcrli)nn the Retained Obligations. detlned belorr: and (ii) those specific
retained rights set fi'rfth trn I.,shihil C attirched herel() (the "Retained Rights"l.l
2. Assunrotion ol'()blisations. [Escept r.rith rcspect to those specitic retained burdens
and obligations ot'-\signor scl lbrth on Exhibit C allachcd h!.rclo (thc "'Rctain.-d Obligations").1
..\ssignc.' h!'rsbv assumcs lll ol' ,\ssigror's dutics and t>bligations trndcr thc I)cvclopnrcnl
-\grccmcnt accnting alle'r thc dalu hcrcol. lo thr c\lcnt srrch ohligrtions rclatc to lhc Propcrtr.
rcgardl!'ss ol'uh.'thcr th.'ohligations originatr'in thc I)crclopmcnl .\grccnr".nt its.'llor docurncnls
esecuted in conneclion thereu ith as a rne:urs to e{'llctuate the intenl ol those prrrr isions. including.
rvithout lirnitation: (a) anv indcnrrritv obligations. to th!' c\1cnt applicablc to th!. Propcrt! or to
.dssigncc by" rcison of its orrncrship olthc Itopcrrl: (b) ur) obligation to lbllow and bc bourd bv
all applicabl.'nrles. regulations iutd policiesi (c) alr] obligation lo pilv anv tees. assessmenls or
c.r;rclit:ns as rn:r!'be rnrpu;ed bl the Developtncnt .\gr!'ernenti and (d) anv obligalions arising
trncler thc' I)evelopnrent ,\qfeenrent bl reasrn ol'a delirult ol'.\ssignee rurder lhe Developnrent
.\grcctrtctrt (rlith rcspcct to anv ohligations assurncd br .\ssignce h..rcund.'r). .\ssigncc agrcds l()
provide Citv conrnrcrctallv re:r.sonable irssuranses o[ iLs pcribnnance o[ ils ohligations under thc
Developnrent .\greenrent. \ot\r'ithstxnding anlthing to lhe contran' in this Partial ,\ssignment.
-{ssigncs' acknorvlcdgtx thal thc l)c\'!'lopnrcnt Agrccnrcnt rurx rvith thc lturd, lhe.rr.tbrc nothing in
this Partial .lssignnrcnt shall bc conslnrcd to cxcus!'.\ssignce'liom gcncral conrpliancc with th..
I)cvclopmctrt ,\grectnent's prrrhibitions. dclault and cure provisiorrs. arrd othcr sltndard prolisions
to thc cxtcnl applicabL'to thc l)rop.'rtr'.
2.1..{ssierrrrr's Rclcasc. \,r.{ssierrr)r Liabilitv or I^\fault lirr.{ssiencc Drcach. .{s rrf thc
Illl'ective l)ate. ,\ssignor shall be released lionr all rights and ohligations under the
Development .{greerrrent e\!'ept tbr thr' Retained Obligations as sel lbrth in Exhibit
C. .\rtl dclault or brcach br' .\ssigrrcc or ('lT\- undc'r thc Dcvclopmcnt .-\grecrncnt
tirllorving the l,,flictive l)ate rr,ith rcspect to lhe .\ssigncd Prolxrlr or the anr righls and
obligations under the Dcveloprnent Agreernenl othcr lhan the Rctaincd Obligations
(''Breach") shall rrot conslitule a trreach or dclault br .-\ssignor untler lhe Developlnent
Agreement and shall not result in (a) anv rcnredies inrposed against .{ssignor und!'r thc
Developtnent Agreernent. (b) nrrtditicaliort or tenrrinalion ol'thc Dr'r'r'loprnenl .-\greenrent
uith rcsps'ct to that portion of tht'Propcrtr rctaincd br'.-\ssignor alls'rthc'corrYcr.aflcc of
thc Assigncd Propcrtl (thc -'Assignof Propcrt\"'). or (c) anv rcrn!.dics intposc'd bv
..\ssignor under lhe l)evelopnrent -\greenrent against CI1'\'.
EXHIBIT G
-3-916/031858-0003
15091031.1 a05/21/20
DocuSign Envelope lD: F9FDF6DB-39DA-4'l 4B-A96C-B043D03CEFF4
2.2. No ..\ssisncc Liabilill' or l)cl'arrlt ftrr .\ssignor flrcach. .\s ol'thc [,lli.c(ir.c l)rtc. anv
dcl'ault or breach br -\ssignor under olarr ohligation that applies esclusivell and uniquelr'
1..l the -\ssiglor Properlr' under the Developnrenl .\greenrent prior to or affer the [,ft'ective
Dat.' (".{ssigrror l}re'ach"). shall not constitr(c a brcach or dct'ault b1' .{ssignc.' urrdcr the'
Dcvclopmcnt .\grccmcnt. and shall not rcsult in (a) an1 rcmcdics imp<x;cd againsl
.{.ssignee under thc Dcvelopment Agreernent. or (b) moditicltion or tcnninalion ot'lhc
I)evc'loprncnt .-\gr.'enrent *ith respect kr the .\ssigned ltopertr'.
-1. I)cvclonmcnt .\qrccmcnt 'l ransl-:r Provision. .\ssignor and .Lssignc.' undcnitand
arrd agree that this .\greenrent is required to crtnrplr, rvith Serlion 2.2 of'the Developmcnt
Agrer'menl.
4. Indcnrnitr. .\ssign.'c agrcds to indonrnil\'. dclind and hold harmlcss .\ssignor. its
alliliatcd cntitics ilnd pcrsons. and thcir rcspcctivc mcnrbcrs. nrilnaqcrs. partnsrs. olliccrs-
tiirectrlrs. shareholderr. enrplorccs and agcrrts tionr auv clirinrs. clemnntls. losses. liahilitr'.
danrirges. carrses oflction. costs or e\pcrxes (including reasonable allonrevs'l'ees) nrade against
or sulTcrcd br'.{.ssipinor uith rcsard to arn'failurc br'.{ssigrrcc to pcrfomr anv tcnn or corrdition
ol'thc Dcvclopmcnt .\grccnrcnt. to thc c\1cnt such tcrnl or condition rclalcs to thc Prol^*rt1. tionr
and aller the dntc hc'reof. and Assignor shall indc'mnil\'. det'end lnd hold hanrrless .{ssigree. its
alliliated entities and peni(xls. iurd the'ir r!'spcclive nlE\nhers. managers. parlnr'ni. ollic.'rs.
dircctors. sharcholdcn. crrrplorc.'s and age'nts lionr anv chinrs. dcnrarrds. ltxscs. liahilitr'.
diunagcs. causcs ()l'action. costs or c\pcllsrs (incltrding r.':rsortablc attornc\s'ttcs) rnadc against
trr sullcrcd br .\ssignce uitlr regard to;rnr lirilurc hr .\ssigrrr)r to prlirrrtt an\ tcnu or solrditirrrr
of thr'I^\r'r'lopnrcnl .{grccnl.nl. as il rclalcs tr thc Propcrtr'. bcforc thc datr'hcrcof.
5. \lisccllan.'otrs.
5.1. Inlemretation: (iovemine [a$. This [Partiall .\ssignntatt shall h.'
conslrued according to its tair meaning and as prepared bl both parties lrereto. -Ihis
[Partiall
.\ssignnrerrt slrall he conslrued in accordance wilh and grvenred bv the lass ol'the State ol'
Califbrnia-
5.2. ,\ttornc)'s' an<J Othcr liccs. ln thc cvunt ol'anv disputc b.'tucr'n thc partics
hcrcto or institution of anl action or procccding to inlcrprct or cnlirrcc thc provisions ol'this
IPartiall .,\ssignnrcrrt. or arising out ot'lho subjr:ct r.natlcr ol'this IPartiall .\ssigrurrr'nt or thc
transactiorr uonternplated herehr. the prevailiug parlr'shall be entitled lo recover tiom the losing
prrlr,all of ils costs arrd expenses incurred. including court cos'ts and reasonahle altonret"s feeq
and crpcrt u'itncss ltr's-
5.3. .{uthorin'. Each olths' pi}rti!'s hcrcto rcprcscnts and rvarrarrts lo thr' othq'r
that lhc pcnion or pcrsons !'\ccuting this IPartiall .\ssignnrcnl on bchall o['such partv is or arc
authorized to erecute and deliver this [Partiall ,\ssignment and that this [Partial] ,\ssignnrenl shall
hc binding upon such parlr'.
5..1. Futhcr Assurancr's. .{ssigror and .l,ssigrr!'!' !'ach agrcc to do sttch furthcr
EXIIIBIT G
-4-916/031858-0003
1509l031.1 a05l2lt20
DocuSign Envelope lD: F9FDF6D8-39DA-4"1 4B-A96C-B043D03CEFF4
acts and lhings and lo cre'cute' lnd dclivr'r such additional agrccmr'nls and instrumcnts a.s thc othe.r
tna\ rr'a.sonablv rcqucst to cotlsutnnralc. cvide'ncr'. c()nfirm or ntorc lllh impllmcnt thc
agrecmenls ofthe parties as contained herein.
5.5. Lxq'cutiou in Coturlcmarts. 'l'his IParriall .\ssignrrrcnt rrrav bc cxccutcd in
scvr'ral count!'rpafls. and all originals so c\ccutcd shall corstitut.'onc agrccmcnt bcl$s.cn thc
parties hereto.
5.6. Conf'lict. Nothing rn this [Partiall .\ssignment is intended 1o modil'r' or
ant.:trd thc rcspectivc obligations ol .\ssignor and ..\ssiqnc.' undcr thc Purchasc .\grccmcnt
hetrleen ,\ssignor and .\ssignee rrhich gave rise to this IPartiall .\ssigrrnrcnl :rnd. in the evcnt ol'
an)'conUict betueen this [Partiall .\ssignmenl and lhe Purchase .l,greenrent. as benveen .\ssignor
and .{ssigncc thc provisions o[ thc Purr;hausc .{grccmcnt shall supcncdc rurd control ovcr this
Putial ,\ssignmc'nt.
5.1 Recordalion. 'l'he piu'ties herebv atrlhorize this [Parlial] .\ssienrnent to be
rer:ortled in the records ol Rir,enide Counh uporr the dale hereof.
5.8. Succcssors and Assiens. This IPartiall .{ssignnrcnt shall bc binding upon
and inure to the bc'nelit ot'lhe respeclive successors, assigns, personal representatives. heirs and
legatees ol'.\ssignor ard .\ssiglr...'.
5.9- Noticc. .\ll noliccs to .\ssigrrcc undcr thc IL'r'clopnrcnt ,\grccnrcnt should
be adtlrcsscd as lirllorrs.
.\ttn
\\'ith a copv ttr
.\iln
IREII AtN DE R O[' PAG[] t.EI-"r INI'ENTIONALLY BLANK I
EXHIBIT G
-5-916/03r858-0003
1509l031.1 z05l2l/20
DocuSign Envelope lD: F9FDF6D8-39DA-4'l 48-496C-B043D03CEFF4
I\ \\'l l'\liSS WIll'.R11()l;. thc parlics h!'rrto havc cxccutcd this lParliall .\ssignrrrcnt as ol'1hc
datc scl lilrth bclou its nanr.. nLlou.
". \ss I( iN()R"
By:
Date
Ilv:
Dale
".\sslG\tt.'"
B):
I )atc
Ilr
I )a1c
a
EXHIBIT G
-6-9t6/031858-0003
15091031.1 a05/21120
DocuSign Envelope lD : F9FDF6D8-39DA-41 4B-496C-B043D03CEFF4
A notarv publrc or othcr ollicer complctrng this
ccrtrtjcrtd verrlics onlr the rdfitrtr'ot lhd
rndrr.rdual u,ho srgncd thc dr.reumcnt ttr which this
ccrtrlicatc rs attacherl rnd not the lruthlulnss.
accurac\', or valrdrtl ol' thlt d(rcmenl
ST.\TE, OF C,\I -IFOR\I-\
coL'N]'\'Or-
ss
)0 bclilrc nrc-
(insefl narne and trtlc ol'the ollicer).
p!'rsonalh apl^-ilrcd \\ho pro\'!'d to mc on lhc
hasrs ol'satisllctorl'
"',r
id"n-.-.' k, t .' t,*t- Jr.'r".rr4ry ,ut .rsc narnc(s) is arr' subscribcd to thc nithin
instnrmenl anti ackntlrtletlgcd trr me that he shc thev erecutcd thc sanrc in his hcr thcir arrlhorized
capacitl'(ies). arrd that bv his her their siguature(s) on the inslrument the person(s). or the enlit)'
upon br'half of uhich thc pcson(s) actcd. cx!-cutcd thc iuslrunrcrrt.
I crrtil.v undcr Pt,NALl'.l' Of PITRJURI' undcr thc larvs of thc Statc of Calitbmia that thc
tbregoing paragraph is tnre and corect.
WITI,IESS mv hand and ollicial sc'al.
Signaturc:
ISeal I
)
)
)
()n
916/031858-0003
1509f03f I a05/21/20
EXHIBIT G
-7-
DocuSign Envelope lD: F9FDF6D8-39DA-4'1 4B-496C-B043D03CEFF4
A notary publc or othcr ofllccr complctrng this
ccrtlticatc vcrrlics onlv thc rdtrltrN ol thd
rndrvrdul u'ho srgncrl thc J(rumcnt lo s hrch lhir
crrtrlicatc rs attached and not thc truthlulncss.
accurnct'. or valrditv ()1' thnt d(rcumdnt
S1"\TE OF C.\I,IFORNI.\
ss
COL'\T}'OT
-
,fi hc lilre' nt.'.
(insert narne and tille ol'the otlicer).
p!'rsonallv appcarcd , who proved to me on lhc
basis olsatisla"ru.u.r'i,l"n"* t,r,r" u*t* yr".orr4rn*+ursc namc(s) is.arr'subse'ribcd to thc rvithin
instnrmenl antl acknorrleclgcd ttr nre that he she thev executed thc s:une in his'her their authorized
capacit!'(ies), and that h_r" his,hertheir siglrature(s) on the insrut'nent the persrrn(s). or the entitv
upon bchalf of which thc pcrsoll(s) actcd clir'cutcd thc instrurtrcnt.
I c'rtil,r, urdcr PENAL'|\' 0l PLRIL RY undcr thc la*s ol'thc Statr' ol'Calilbmia that thc
tbregoing paragraph is tnre and corect.
\\'lTliESS nrv hand and ollicial seal.
S igraturc:
I Scal I
)
)
)
()n
916/031858-0003
I5091031.1 a05/21120
EXHIBIT G
-8-
DocuSign Envelope lD: F9FDF6D8-39DA-4'l4B-496C-B043D03CEFF4
l:\lllllt'l ".\".ro lP,\R'11.\l.t .\ssl(i\\tF:\'f .\\l).\sst \lP'll()\ ()F I)LrVl-.l.oP\tF.\'t .\(iRt.F)\tFrN't
t-[,G..\I, DLSCRIPI'ION O[ TIID .\SSIC;NoR I,.\NT)
ITO BE I\SERTI,DI
916/031858-0003
15091031.1 a05/21/20
EXHIBIT G
-9-
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-A96C-B043D03CEFF4
I.\illlll I "t]"
1()1P.\RI't.\t.l \sst(i\\t1.,\'l'.\\t).\sst'\tP't't()\()l Ix.\'F.t.()P\ll..\'t .\(iR].t-t\tF.\'l
LIi(i.\1. DE,S('RIPllO\ OIr TIIE PROPITRT\-
-l'tlF; Sl;tlJHC'l'PRoPI'.R'l'\'ls SI'11 '.\ll1l) IN ltll': CI-l'\'oF \ll-;NIFI';l';. C()t'\'11'()f
RIVERSID[- ST.\TII OIr C.-\[.IF()R\I.\. .\ND IS DESCRIRED .\S FOI-[.()\\'S:
.\sst;ssoR P,\R('I.;t. \(). .i60-.t8G(x)2:'l'tl.\1 K)R'lI()\ ()F 'l'H l. Sol. "l'HI'..\s l'Qt . \R'l'l,R ()[ S l'.C'l'l( )\ 15. I'oU'\SHIP (r Sot 'l'tl.
R.\\(ilr 3 U'l:fi]'. SA\ IlliR\.\RI)lN() \NI) \lERIDL\)i. l)EsCRlllt';D .\S F()LL()\\'S'
Illr(;l\\lN(i,\'l lltl,S()t'l'llUl'Sl('()R\l')R()l;'1 Ill'.S()l IIll..\SI'Ql .\R'l'l'.R()lrS.\ll)
Sl'.C'llO\ l5. 'l'Hh.\CF, \()R'l'H 0 20' \\'F.S'l'. .\1.()\(i l'HI"; \\'L,S'l' LI\1. ()l S.\ll)
sorr-t'HFt.\s't'Qr'\R't'},R..195 FFrFI'.'t'HF.NCI-; SOr"t'l{ 89 55'}...\S't'. P.\R,\t,t,F,t, \\',t't'}I
I'llE St)LIlll LI\1. OIr S\lD S()t'1llL,\S'1'QI'.\Rl-I-R. 7-ll.(,5 FI',1'.-l': TIIhNC'Ir S()I'1ll 0
20'8,\ST. P.\R..\I,I,T,I, \\'TfH THF, U'F,S'[ T,I\F, ()F S.\ID S(X'1'HF-..\S1'QT-,\R'IT,R.495
lF,E't"l'() r\ P()lYl'()-\- 'l'Hl"l s()t."t'H LI\l-, oL S,\il) s(x"l'HH.\s't'QL'.,\R'l'FtR: 'l'Hl.\cF.
\()R'fH 89 -i5'U'F.S'f. ,\1.()\(i S.\ll) Sot'lH LlNF..74tl.(r5 Fl:F.'l"l'() I-HF. P()l\.1 Ol
Ht.;(it\\-t\(;1.\ct.rP't'l\(i t'III-.RI-ltjtt()\l'tHF.s()t'l'HF.RLYRI-;ct'\\(it'1..\R30Fl.t;'t'.\s
co\\'F.\-ut)'lr) I'HFr c(x'N't'\' ol, Rl\ FIRSII)l-;. B\- t)1..t".1) RHCORI)r.t) sF.P'II,.\IBF;R 7-
l9{tl l\ }}(X)K 1009 P.\(il'.227 ()l; Oljljlcl.\1. Rl:C()RI)S Ol; RIVIRSII)I COt'\'11'"
c'.-\l.ll,()R\l-\.
.\SSISS()R P \RCl:1. \O. 160-.lti0-0()7:
't'll.\'l' PoR'l'l()\ ()l: P.\RCl..l. t. Lo'l'".\" .\\l) .\ P()R'l l()\ ()lf t.()'l'"l]" ()| P.\RCl.:1. \1,\P
NO. IO.5ILI ..1.S SHO\\'N B\'II.{P ON F-II-}- IN BOOI.58. PAGt,76 OI'PARCEI, \I.{PS.
RLC()RDS Olj Rl\lrRSlI)L C()['\l'\'. Dt'.SCRll]hl).\S Ij()l-l.O\\'S: C()\t\l[:\.-CI\C A'l
1'llL So("111O\11-QL'.\R'II:R CORNLR Or SLcl'lo\ 15. l'O\\'NSIIIP 6 SOI..1]I. R.\..r"GL 3
\\'LS1'. S..{N llljRN.{RDI\O .\llrRIDI.{N. SAID QI-'.{.R'I'LR COR\LR L]LI-\G .{ POIYI'ON
TIIIi CIl\l'llR LINtj. OR SC()]-T ROAD: 'nlliNCIr SOL'TII tte' 5.1' {6" II.\ST AIONC SAII)
cLN'I LR LINL OIj SCO'l"l' RO,\D. .\ Dls',l',\\Ct: Or 74E.65 l;LL'l"l'O'nlL 'l'RL'D Polst'()l'
IIDCINNING: 'l'lIDNCL \OR]]l 0' 20' .13" \\'Us'l'PAR.{LLIj[,'l'()'t]l[ NOR'I]l- SO['-l1l
CENTER of SECTION L-l\E -{ DIST.\NCE OF -1e5.00 FEET: T}lE-r-CE SOt"tH 89' 54'{r,"
I1.\ST PAR.\I.l.EL 'l() S.\lD CIl\]"llR LI\l: OI: SCOI-T IIOAD. .{ DIS'f.\\Ctl OIr 570.98
IjljIj'I'lO .{ POIN I'O\- 'IIIL C[,Nl'DR LI\L OIj llAL'N ROAD IJIr.\RING SOL"fll0 l9' 48"
E.\S]'2I33.29 FEIT FRO\I TIIE CINTER T,IN[, I\TERSECTION OT II.{.l'N RO."\,D.\ND
\\'ICKERD RO.{D: TIIE\CE SOI'TII 0' 19' .t8" E.{ST "\LO\G SAID CDNTER LINE. A
DIS .\NCL, OT 495.00 I.'EE'T 'I'() ]'HT] C'L,N'I'ER LI\E I\'IE,RSI,C'TI()N OI.' H,\L \ RO,\D
.\\l)SC(Il"l R().\l):'fHF.l;CF.\()R'l'Htl9 -5{'4{,"\\'}.S'l'.\1.()\(iS.\ll)Cl';\.t'}.Rl.l\l.OF
SCOIT RO.{D. A DIST.\NCE O[ 570.85 TEIT TO TIIE'|RL-E POI}-T OF BI,GINNI\-G.
F.\C'r.PI'tN(i 'I'HFtRF,FIt()\t 'tH \1' POR',il()\ C()\\'Ft\-F)D 't'() l'HE S1'.\'tF. Or
C.-\l,lljORNL\ BY DI'lr.D RECORDIID.\PRIL 2. 1e73. AS INSl'Rt'\ILNT l().41166.
RECORDS OF RI\'F]RSIDE COI')iT1'.
EXHIBIT G
- l0-916/031858-0003
15091031.1 a05/21/20
DocuSign Envelope lD: F9FDF6D8-39DA-4148-A96C-B043D03CEFF4
.\SSIISSOR P,\RC11l. N(). .160--ill0-C)09:
P,\RCEL A OF LOT LINE ADN:STN{EN]'NO. LLA I7-OO8 PER DOCT'1\.IEN1'RT)CORDED
\I.\RCH 20. 2OI8 .{S INSTRL'trIENT NO. 2OI8.OIO4555 ()F OT'FICIAL RECORDS OF
Rlvl,;RSI I)t: C()t'N't'\'.
.{ssEssoR P.r.RCEL NO 360-.tE0-0 I0:
P.\RCIIl.l] ol; Lol LI\-1. .\l)JI'S'l'\llN'l'\() 1.1.,\ l7-00t1 PI..R lX)Cl'\ll:N l'RllCORl)l1l)
\1.\RCll 20. 201{l ,\S INS'l'Rt'\11..\'l' .\"O 20l8-O104555 ()lj ()l;l;lcl\1. RI..CORI)S ()lj
RI\'ERSIDE COL-\T\-.
916/031858-0003
15091031 | a05/7tl2o
E,XHIBIT G
-lt-
DocuSign Envelope lD: F9FDF6D8-39DA-41 4B-A96C-B043D03CEFF4
l:\llllll'1"'C"
l'() IP.\R',l'I.\1.| ,\SSl(i\\lh.N't' .\Nt),\SS['\tP'il()\ ()[ Dt \-].t.op\tb,\-l'.\(iRh.].\tF.\'l'
R ETAI.T.. DD RIGI I'IS .\N D oDI-IG.{IIONS
I lI ) Bh. I\SI.R t F l)l
EXHIBIT G
-12-916/031858-0003
1509103l.1 a05/21/20