2022/11/07 Agreement First Amendment Development Agreement 2012-116: Zeiders Road Business Park, Inc. and Commerce Pointe II Menifee Inc. Regarding Commerce Pointe ProjectRECORDING REQUESTED BY
AND WHEN RECORDED MAILTO:
City of Menifee
29844 Haun Road
Menifee, CA 92585
Attn: City Clerk
2422-4462954
11/07/2022 11:20 An F.c: $ 0.00
Page 1 of 115
Rccordcd irl 0fficial RecordsCounty of Rive.sld.P.t.r AldanaAis.ssor-County C l.r k-RGcordGr
llllffi:llttHh[fftffililltilli[]lll i,,*r
(Space Above Line For Recorder's Use Only)
(Exempt from Recording Fees Per Gov't Code 27383)
FIRST AMENDMENT TO CITY OF MENIFEE DEVETOPMENT AGREEMENT 2012.116:
ORIGINALLY: ,,DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF MENIFEE AND
ZEIDERS ROAD BUSINESS PARK, INC. AND COMMERCE POINTE IIMENIFEE INC.
REGARDING THE COMMERCE POINTE PROJECT"
BY AND BETWEEN
THE CITY OF MENIFEE
AND
SCOTT ROAD PARTNERS TLC
REGARDING
SCOTT ROAD COMMERCE CENTER I AND SCOTT ROAD COMMERCE CENTER II
(formerly known as "Commerce Pointe")
Original Effective Date: December 20,2OL3
First Amendment Effective Date: Novembet 4,2022
FIRST AMENDMENT TO CITY OF MENIFEE DEVELOPMENT AGREEMENT 2012.116
Scott Road Commerce Center I and Scott Road Commerce Center ll
(formerly known os "commerce Pointe")
This First Amendment to City of Menifee Development Agreement 2OL2-776 ("First Amendment")
is entered into between the City of Menifee, a municipal corporation ("City"), and Scott Road
Partners LLC ("Landowner"). City and Landowner shall be referred to collectively within this First
Amendment as the "Parties" and individually as a "Party."
RECITALS
l. The Development Agreement.
t. The original Approvol. On November 20, 2013, the City Council of the city of Menifee ("City
Council") adopted Ordinance No. 2013-133 approving Development Agreement No. 2012-
116 ("DA") for property which was then known as Commerce Pointe I and Commerce Pointe
ll and is described in the DA and Paragraph 2 of this First Amendment ("Property'). The
original parties to the DA were (i) the City and (ii) Zeiders Road Business Park, lnc., a California
corporation, and Commerce Pointe ll Menifee, lnc., a California corporation (collectively
"Original Landowner").
z. r:he Originat Term. The effective date ofthe DA was December 20,2073 ("Original Effective
Date"). December !9,2023, is the final day of the original ten-year term ofthe DA ("Original
Term"). A copy ofthe DA is attached to this First Amendment as Exhibit "A". The relationship
between this First Amendment and the DA is set forth in Paragraph 3 below'
r. The Prcperty. The Property is described on EIh!!!Lg and shown on ghih!!1E to this First
Amendment.
4. Second Amendment. Concurrently with the negotiation and approval of this First
Amendment pursuant to Ordinance No. 2022-354, the Parties negotiated and the City Council
approved a second and separate amendment to the DA ("Second Amendment") pursuant to
Ordina nce No.2022-355. lt is the intent of the Parties that the First Amendment and Second
Amendment shall be deemed to have been entered into and operate concurrently to the
extent provided in each of those amendments. Ordinance No. 2022-354 and Ordinance No.
ZO22-355 shall be jointly referred to as the "Adoptint ordinances" and the date on which
they become effective under California law shall be referred to as the "Amendment Effective
Date."
B. Landowner's Aequisition. ln 2021, Landowner acquired the Property and the building that had
been constructed at that time on the Property. Original Landowner's riShts and obligations under
the DA have been assigned or transferred to Landowner. Landowner is bound by the obligations
under the DA and entitled to the rights granted under the DA.
c. Original Vested Rights. Section 2.7 of the DA defines "Existing Land Use Regulations." ln turn,
the Existing Land Use Regulations specifically include Article X (l-P Zone - lndustrial Park
Regulations) of Riverside County Zoning Ordinance (Ord. 348), which was incorporated into the
Menifee Municipal Code as of the Original Effective Date ("1-P Regulations"). A copy of the l-P
Regulations is attached as Exhibit "D".
1
Section 7.1 of the DA defined the scope of Landowner's vested rights that were granted by the
DA for the term of the DA ("Original Vested Rights"). Among the Original Vested RiShts are:
o The right lo develop the Property in accordance with, among other things, the Existing
Land Use Regulations.
. The right to use the Property ("Original Vested Uses") in accordance with, among other
things, the Existing Land Use Regulations and, therefore, the l-P Regulations'
D. Project Status. The development of the Property was approved in 2013 for 51 buildings totaling
827,777 squarc feet of construction through the adoption of Resolutions 09-66 and 09-57.
Subsequently, pursuant to Plot Plan No. 2015-126 and PLN 21-0216, the Property's entitlements
were modified to allow a total of five buildings ("Project Buildings") and a total of 701,687 square
feet ("Project"). As of the date of this First Amendment:
. one Project Building totaling 72,835 square feet is complete and occupied.
o A second Project Building totaling 84,312 square feet, is currently under construction.
r The final three Project Buildings ("Buildings 3, 4, and 5") totaling 544,540 square feet
were in plan check as of July 26, 2022, and it is anticipated will have completed plan check
and will be under construction by the Amendment Effective Date.
E. City's Zoning Amendment. On March 2,2022,ihe City Council adopted certain lndustrial Good
Neighbor Policies to provide local government and developers with ways to address
environmental and neighborhood compatibility issues associated with permitting warehouse,
logistics, and distribution centers ("lndustrial Good Neighbor Policies"). on March L6,2022'the
City Counciladopted Change ofZone No. PLN21-0408, amending definitions and permitted uses
in select Economic Development Corridor subareas, including the Southern Gateway subarea
("Zone Change"). The Project is located in the Southern Gateway subarea.
F. Original Public Benefits. As consideration for the City granting vested rights to the Original
Landowner through the end of the Original Term, the Original Landowner provided to the City
the public benefits set forth in Recital F of the DA ("Original Public Benefits").
G. Status of Original Public Benefits. Landowner and Original Landowner have satisfied their
obligations to provide the Original Public Benefits to the City.
H. New Public Benefits. As consideration for entering into this First Amendment, Landowner will
provide to the City the following "New Public Benefits":
L, First Amendment Pdyment, Landowner will make a single lump sum payment to the City of
52,500,000 (the "First Amendment Payment") within three business days after receiving
written notice from the City that each of the following events has occurred:
a. The First and Second Amendments have been signed by the City (the Parties
understand and agree that this First Amendment shall be properly executed by
Landowner and delivered to the City prior to City Council approval of the Adopting
Ordinances, but that Landowner's signing the First Amendment shall not be binding,
and this First Amendment shall have no legal effect on any Party whatsoever if, after
the delivery ofthe signed First Amendment to the City by Landowner, the City Council
(i) changes a single word in the First Amendment, other than the addition of dates,
2
signatures, ordinance numbers, project status updates in Recital D, typographical
corrections, and similar technical matters and matters of form in the First
Amendment and the Exhibits, or (ff) adds any condition whatsoever to the approval
of the First Amendment without the prior written consent of Landowner);
b. The City has timely filed and the County has posted a single Notice of Determination
for both the First and Second Amendments and the Adopting Ordinances ("NOD").
The NOD shall be filed by the City no more than five (5) days following the approval
of the Adopting Ordinances; and
c. The Adopting Ordinances have become effective without a referendum applicable to
either the First or Second Amendment having been timely submitted (l'e., presented
to the City Clerk with a legally sufficient number of signatures within 30 days following
the approval of the Adopting Ordinances), both the First and Second Amendments
have been recorded with the Riverside County Recorder, and a copy of both the First
and Second Amendments showing the official Recorder's stamp have been provided
to Landowner.
such funds shall be used by the city toward the construction of an as-yet-undetermined
public facility, to be identified by the City in its sole discretion.
2. Elimination of Certoin Originot Vested llses. Beginning on the Amendment Effective Date,
the following original vested uses currently allowed under the l-P Regulations will not be
permitted on the Property during the remainder of the term of the DA, as extended by this
First Amendment ("Eliminated Vested Uses"):
a. From within the range of "parcel delivery services" covered by Section f0.f(aX1XCX9)
of the l-p Regulations, those that meet each of these criteria: (i) consist of dedicated
"last-mile" terminals of FedEx, UPS, Amazon, Walmart, DHL, or OnTrac and (ii) are
primarily used to process and deliver e-commerce packages to their final destinations
and (iii) conduct incoming and outgoing deliveries for more than 16 hours per day.
b. Recycling Collection Facilities covered by Section 10.1(aX1XC}(10).
c. Vehicle Storage and lmpoundment covered by Section r0'1(aX1XeX1).
d. Recycling processing facilities covered by Section 10.1(bX3).
e. Sex-oriented businesses covered by Section 10.1(c).
The Original Vested Uses less the Eliminated Vested Uses are referred to within this First
Amendment as the "Remainins Vested Uses."
3. Waiver ol claims. lrrespective of whether the claims were asserted by Landowner or any
other party, Landowner on behalf of itself and its agents, officers, and affiliates waives and
releases, as of the Amendment Effective Date, all claims that it has or may have in any way
arising from or relating to the adoption of (i) the Zone change and (ii) the lndustrial Good
Neighbor Policies. without limiting the generality of the foregoing, this waiver and release
includes, but is not limited to, all claims asserted in letters from Landowner's attorney to the
City Council dated March 1,2022, and March 2,2022.
L Landowner's Perspective. As the Original Term nears its end and Buildings 3, 4, and 5 are
anticipated to soon be under construction, Landowner has the following concerns which
motivate Landowner to enter into this First Amendment:
. Landowner and Original Landowner have invested and are continuing to invest
considerable sums in both the acquisition of the Property and the entitlement and
construction of the Project Buildings.
o When Landowner acquired the Property, it was Landowner's business expectation that
the Project Buildings would be constructed and used for a reasonable period of time
during and after the Original Term consistent with the Original Vested Rights.
. The Pro,ect Buildings have been designed and have been or are being constructed to
accommodate specific Original Vested Uses which require buildings of a certain size,
configuration, and location.
. Landowner understands that, without this First Amendment, uses in place within the
Project Buildings when the Original Term ends on December 19, 2023, will be allowed to
continue to operate, subject to the terms of the city's non-conforming use ordinance.
. Due to economic, market, and other conditions, including the historic pandemic
beginning in 2020, construction of all of the Project Buildings will not be complete until,
at best, the final year of the Original Term'
. Prior to the adoption of the Zone Change and the lndustrial Good Neighbor Policies,
Landowner communicated in writing its potential legal claims to the City pertaining to
the implications of the Zone Change and the lndustrial Good Neighbor Policies upon the
Property and the DA.
o To achieve greater certainty with respect to the use of the Property in the future,
Landowner has requested the City to extend the term of the DA to assure that (i) in the
short-term, the construction of the Project Buildings will be completed while the DA is in
effect and (ii) in the longer term, the Project Buildings can be used for the Remaining
Vested Uses for which they were designed and constructed.
. ln return for an extension of the term of the DA, Landowner is willing to provide the New
Public Benefits to the City.
J. city's Perspective. city contends that Landowner's claims pertaining to the zone change and
the lndustrial Good Neighbor Polacies are without merit, but is nevertheless motivated to
consider this First Amendment for the following reasons:
. This First Amendment removes the Eliminated vested uses from the list of uses
Landowner may pursue on the Property during the remainder of the Original Term, and
following the expiration of the original Term.
o Without this First Amendment, Landowner would retain the ability to conduct the
Original Vested Uses through the end of the Original Term, and to thereafter perpetuate
those established uses under City's nonconforming use ordinances.
4
. This First Amendment will provide substantial funding toward the construction of a public
facility to be identified by the city in its sole discretion.
. This First Amendment will avoid the cost and uncertainty of defending against a legal
challenge to the Zone Change and/or lndustrial Good Neighbor Policies brought by
Landowner, its agents, officers, and affiliates.
K. Public Hearings. On August 70,2022, at a properly-noticed public hearing, the City's Planning
Commission reviewed and recommended that the City Council approve this First Amendment.
L. City Council Action. On September 27, 2022, the City Council conducted a properly-noticed
public hearing in accordance with Chapter 9.45 of Article 2 of Title 9 of the Menifee Municipal
Code ("Development A8reement Ordinance"). Following the public hearing, the City Council
introduced and conducted a first reading of the Adopting Ordinance for the First Amendment.
At a properly-noticed public meeting on october 5, 2022, the City Council conducted a second
reading of and adopted the Adopting Ordinance for the First Amendment, making the
Amendment Effective Date November 4, 2022.
M. Findints. ln approving the Adopting Ordinance for the First Amendment, the City Council found
that this First Amendment (i) is consistent with the City's General Plan and the presently
appticable zoning for the Propertyl, (ii) is in the best interests of health, safety, and general
welfare of the City, its residents, and the public, (iii) is entered into pursuant to and constitutes
a present exercise of the City's police power, and (iv) is entered into pursuant to Government
Code Section 65868 and the Development Agreement Ordinance, which authorize the City to
enter into modifications, including extensions of time, to a previously approved and effective
Development Agreement.
N. Purpose of First Amendment. lt is the intent of the Parties that this First Amendment will (i)
provide to both the City and Landowner ongoing assurances and certainty with respect to the
development and use of the Property, (ii) provide significant benefits, in the form of vested
rights, to Landowner beyond those Landowner already has received as consideration for entering
into the DA, (iii) provide significant New Public Benefits to the City beyond those the City already
has received as consideration for entering into the DA, and (iv) resolve disagreements between
the parties with respect to the Zone Change and the lndustrial Good Neighbor Polices as they
relate to the development and use of the Property.
AGREEMENT
For the consideration set forth below, the Parties agree as follows:
1. lncorporation of Recitals. The Recitals above are intended to serve as a substantive part of this
First Amendment. Without limiting and to clarify the foreSoing:
a. Landowner shall deliver the "First Amendment Payment" described in Recital H1 at the time
and in the manner specified in Recital H1. lf Landowner fails to timely deliver the First
Amendment Payment to City, City may, upon provision of written notice to Landowner,
unilaterally terminate this First Amendment.
Because lhe DA remains in effed at the time o, this First Amendment. the Zone Change is not cunendy applicable to the Property
5
b. Any alleged default with respect to the "Elimination of Certain Original Vested Uses"
described in Recital H2 shall be addressed in the manner set forth in Section 15 of the DA.
c. The "Waiver of Claims" described in Recital H3 shall be deemed effective without any further
action by Landowner upon delivery of the First Amendment Payment.
d. This First Amendment shall be effective as of the November 4,2022, the Amendment
Effective Date. lt shall not become "operative" (meaning that the Parties will receive their
respective benefits from the First Amendment) unless and until the First Amendment
Payment is timely delivered to the City by Landowner.
2. Property. As ofthe Amendment Effective Date, Landowner holds legal title to the Property. The
Property is comprised of (i) Assessor Parcel Nos.384-180-051 and 384-180-052 (now known as
"Scott Road Commerce Center l") and (ii) Assessor Parcels Nos, 384-150-009, -010, and '011
(now known as "Scott Road Commerce Center ll"). For cla rity, the property described on Exhibit
"B" and shown on Exhibit "C" is the same as the property described on Exhibit A to the DA.
3. Relationship to DA. This First Amendment amends, but does not replace, the DA. The Original
Effective Date of the DA remains December 20, 20L3, irrespective of the Amendment Effective
Date. References to the "Agreement" in the DA shall be deemed to refer to the DA as modified
by the First and Second Amendments, unless to do so would conflict with the express intent of
either the First or Second Amendment. When considered in conjunction with the DA which it
amends, however, this First Amendment shall be interpreted and applied to implement the
intent of each of this First Amendment's provisions, subject to the following:
a. Provisions Not Modified. Except as provided in the First and Second Amendments, including
paragraph 4 below, the original provisions ofthe DA shall remain in full force and effect.
b. Resolution of lnconsistencies. lf a provision of this First Amendment is inconsistent with,
conflicts with, or impedes the full implementation of a provision of the DA that has not been
expressly deleted or modified by either this First Amendment or the Second Amendment,
the First Amendment provision shall prevail over the original language in the DA, but only to
the extent needed to fully implement the First Amendment provision and the stated intent
of this First Amendment. When considered in conjunction with the Second Amendment, this
First Amendment shall be interpreted and applied in a manner consistent with the Second
Amendment's provisions.
4. LitigationContingencies.
Extension of Term oJ First Amendment. lf litigation is filed by a third party which seeks to
invalidate either the First or the Second Amendment or either of the Adopting Ordinances
("Adverse Litigation"), then, upon the filing of that Adverse Litigation both the Extended
Development Term and the Extended use Term (as described in the modification to section
6.2 set forth in Paragraph 5k below) shall automatically be further extended for a period
equal to the length of time from the filing ofthe Adverse Litigation until the Adverse Litigation
is "final."2 The maximum of each of these extensions, however, shall be three (3) years
a
I
2 Allreierences within this First Amendment to litigation being trnal" shallmean that the litigation has concluded, whether by iudgment,
dismissal, settlement, or otherwise, and all applicable appeal rights have been exhausted or expired.
6
5
b. Return of First Amendment Poymenf. lf the First Amend ment Payment has been made to City
by Landowner and a court of law subsequently invalidates the First Amendment and all
Adverse Liti8ation related to the First Amendment is final, then:
. Within forty five (45) days after Landowner's written request, the City shall return the
First Amendment Payment with interest based upon the Local Agency lnvestment Funds
(LAIF) from the date the First Amendment Payment was delivered to the City through
the date the First Amendment Payment was returned to Landowner (the "Returned
Funds").
. Upon receipt ofthe Returned Funds, Landowner shall provide an express disclaimer and
waiver by Landowner of any rights under or relating to this First Amendment, effective
upon delivery of the Returned Funds to Landowner by the city.
The provisions of this Paragraph 4 shall survive the termination of this First Amendment.
Specific Modifications and Updates. On the Amendment Effective Date, the Recitals and all
other provisions of this First Amendment, along with the following updated information and
changes to the DA, shall be deemed to modify the DA; provided, however that under Paragraph
1(d), such modifications shall not become operative unless and until the First Amendment
Payment is timely delivered to the City by Landowner. Where terms defined in this First
Amendment, but not used originally in the DA, are used in the provisions of the DA which are
modified by this First Amendment, they shall have the defined meaning given to them by this
First Amendment. (For purposes of this Paragraph 5, the "Recitals" identified in the headers to
subparagraphs a-h refer to recitals of the DA. References to recitals in this First Amendment are
stated as, for example, "Recital D of this First Amendment." "Section" references are to the DA
as originally approved, while "Paragraph" references are to this First Amendment.) Pursuant to
Section 9.45.130 of the Menifee Municipal Code, lf Landowner has provided the First
Amendment Payment and subject to the provisions of Paragraph 4 above, then the following
specific modifications and updates to the DA are made by this First Amendment:
a. Recitdl B olthe DA. Recital B is su pplemented by Paragra ph 2 of this First Amendment.
b. Recitdl C of the DA. Recital C is supplemented and updated by Recital D of this First
Amendment.
c. Recito! D of the DA. Recital D is supplemented and updated by modifying the introductory
statement and adding subparagraphs (g) and (h) as follows:
"D. Proiect. The land use approvals for the Project obtained prior to the Approval Date of
this First Amendment (collectively, the "Project Approvals") include but are not limited
to the following:"
(e)Plot Plan No. 201 approving a minor modification for Commerce Pointe ll,
reducing the number of buildings to two and the total square footage to 157,147 square
feet. Approved on January 19,2077.
(h) PLN 21-0216. approving a minor modification for Scott Road Commerce Center ll
(formerly Commerce Pointe l), reducing the number of buildings to three and the total
square footage to 544,540 square feet. Approved on November 70,2027.'
7
-
d. Recital E oI the DA. Recital E is supplemented by Recital N of this First Amendment.
e. Recital F of the DA. Recital F is supplemented by Recital H of this First Amendment'
t. Recitol Golthe DA. Recital G is su pplemented by the Recital Kof this First Amendment.
g. Recitdl H ol the DA. Recital H is supplemented by Recital M of this First Amendment.
h. Recito! I ol the DA. Recital I is supplemented by Recital K of this First Amendment a nd Recital
L of this First Amendment.
i. Section 2,4, Section 2.4 is modified to read in its entirety:
"orieinal Effective Date. December 20,2073."
i. Section 6.7. Section 6.1 is modified to read in its entirety:
'q!C!E!-Etfect!ve-pe!C. The Original Effective Date is December 20, 2013. The
DA was recorded on December 26,20L3, in the official Records of the County of
Riverside, State of California. The First Amendment is effective as of November 4,
2022. Not later than November 10,2022, the City and Landowner shall execute
and acknowledge the First Amendment. Not later than November 74,2022, lhe
City Clerk shall cause the First Amendment to be recorded in the Official Records
of the County of Riverside, State of California, provided that a referendum
applicable to the First Amendment has not been timely submitted to the City. The
failure of the City to sign and/or record the First Amendment shall not affect the
validity of the First Amendment."
k. Section 6.2. Section 6.2 is modified to read in its entirety:
"Term. The term ofthe DA commenced on the Original Effective Date and, absent
amendment, the final day of the ten-year Original Term would have been
December L9,2023. The DA has been amended to extend the Original Term as
follows:
lal Development With respect to the Development Rights described in Section
7.1-1 below, the Original Term is extended through December 19,2028, unless
otherwise terminated, modified, or extended by the terms of this Agreement
('Extended Development Term').
(b) Use. With respect to the Use Rights described in Section 71.2 below, the
Original Term is extended through December 19, 2063, unless otherwise
terminated, modified, or extended by the terms of this Agreement' ('Extended
Use Term')."
l. Section 6.3. Section 5.3 shall be superseded by the provisions of Paragraph 4 above.
m. Section 6.6. The first sentence of Section 5.5 is modified to read:
"Except with respect to rights and obligations expressly stated to survive the
Termination of this Agreement, following Termination of this Agreement all of
the rights, duties and obligations of the Parties shall terminate and be of no
further force and effect."
n. Section 7.r. Section 7.1 is modified to read, in its entirety:
8
o
"Development and Use Rights.
7.1.1. Development Rishts. Se parate from the use rights provided under
Section 7.1.2, which expire as set forth in Section 6.2(b), during the
Extended Development Term and except as set forth in Sections 7.2, 7.3,
7.4 and 8.5 below, with respect to the Property, the density and intensity
of use, the rate, timing and sequencing of development, the maximum
height and design and size of proposed buildings, the parking standards,
and provisions for reservation and dedication of land, shall be as set forth
in this Agreement, the Existing Land Use Regulations in force and effect
on the Adoption Date, and the Project Approvals."
7.1.2. Use Rilhts. Sepa rate from the development rights provided under
Section 7.1.1, which expire as set forth in Section 6.2(a), during the
Extended Use Term and except as set forth in Section 7.2,7.3, 7.4, and
8.5 below, the Remaining Vested Uses may be conducted in those Project
Buildings which have been constructed orfor which building permits have
been granted as of December 79, 2028. The provisions of Section 6.5
("Automatic Termination") shall not apply to Use Rights.
7.1.3. Nonconformine Uses. All uses of the Property, including the
Original Vested Uses, which become nonconforming at any time shall be
sub.iect to the provisions of the Menifee Municipal Code, as it may be
amended from time to time, pertaining to the continuation of
nonconforming uses. For the remainder of the Original Term and during
the Extended Use Term, a use shall not be considered nonconforming if
it is permitted by this Agreement. '
Section 7.2. Section 7.2 is modified to read, in its entirety:
Taxes and Exa Except as provided in Sections 7.2(a) and
7.2(b) below, the Landowner shall pay when due all Exactions duly
imposed by the City on the Project and/or the Property as part of the
Proiect Approvals and Existing Land Use Regulations. Landowner shall pay
those citywide application, processing, inspection, permit and plan check
fees and charges (the "Processing Fees") required by the City and in effect
at the time of the application for that permit or approval. Landowner
agrees that Landowner shall pay the City the full costs of a contract
planner or contract building plan check person if such services are
determined to be necessary by the City Manager; provided, however,
that the Processing Fees paid by Landowner to the City shall apply as a
credit against the costs of the contract planner or the contract building
plan check person. This Agreement shall not limit the City's right and
power to impose taxes on the Property or Project provided that any taxes
imposed are adopted pursuant to all applicable laws and that said tax is a
general tax that applies throughout the boundaries of the city.
(al Development lmpoct Fees for Buildings j, 4, and 5. As of May 26' 2022,
development impact fees ("DlF Fees") for Buildings 3, 4, and 5 were paid
I
p
in full by Landowner with respect to any and all building permits required
for those buildings.
(bl Future DIF Fees. Notwithstanding the foregoing, the DIF Fees
applicable to the Project, as set forth In the attached Exhibit "C", shall be
subject to moratorium during the Original Term of this Agreement, i,e,,
through December 19, 2023 ("DlF Freeze"). Without prejudicing the riSht
of either Party to contend that additional DIF Fees are or are not required
for future development of the Property as a result, for example, of the
expiration of a building permit:
. During the remainder of the Original Term (i.e., through December
19, 2023), the DIF Freeze shall remain in place.
. After the conclusion of the Original Term and through the conclusion
of the Extended Development Term (i.e., from December 20,2023,
through December 19,2028), the DIF Fees imposed upon the Project
shall be those established pursuant to Council Resolution 2L-LO07.
For avoidance of doubt, the fees applicable to "lndustrial/Business
Park" development on the Property under City Council Resolution No.
2!-7007 are charged at a rate of S5,lzz per 1,000 square feet of
construction.
Section 79. Section 19 is modified to read, in its entirety:
"Excuse for Nonperformance. Landowner and City shall be excused from
performing any obligation or undertaking provided in this Agreement if and so
long as the performance of any such obligation is prevented or delayed, retarded
or hindered by act of God, fire, earthquake, flood, explosion, action of the
elements, pandemic (provided, however, that the Parties acknowledge the
COVID-1g pandemic is not currently and has not to date caused any excuse for
nonperformance under this Agreement), war, invasion, insurrection, riot, mob
violence, sabotage, strikes, lockouts, condemnation, Adverse Litigation, court
order or any reason not caused by and not within the control of the Party
claiming the extension of time to perform. The Party claiming such extension
shall send written notice of the claimed extension to the other Party within thirty
(30) days from the commencement of the cause entitling the Party to the
extension,"
Section 23. Section 23 is modified to read in its entirety:
"City: City of Menifee
Attn: CitY Clerk
29844 Haun Road
lVlenifee, cA 92585
With a copy to: leffrey Melching
Rutan & Tucker, LLP
18575 Jamboree Rd, gth Floor
lrvine, CA 92612
q
10
s
Landowner:
j melch in g@ ruta n.com
Edmond F. St. Geme
Scott Road Partners LLC
c/o Jupiter Holdings LLC
24 Corporate Plaza, Suite 100
Newport Beach, CA 92660
ed@jupiterholdings.com
Tim Paone
Cox, Castle & Nicholson LLP
3121 Michelson Drive
Suite 200
lrvine, CA 92612
tpaon e @ coxca st le.com"
Section 25. Section 25 is modified to read in its entirety:
"Further Assuran and Coooeration. City and Landowner will
cooperate in a "good faith and fair dealing" manner with respect to each
of their respective obligations under this Agreement. This includes, but is
not limited to, the timely delivery of the New Public Benefits by
Landowner and the City's timely review of all applications and issuance
of all permits (building, occupancy, etc.) for each of the Project Buildings.
Each Party further covenants, on behalf of itself and its successors, heirs
and assigns, to take all actions and do all things, and to execute, with
acknowledgment or affidavit if required, any and all documents and
writings that may be necessary or proper to achieve the purposes and
objectives of this Agreement."
Section 30. Section 30(a) is added to the Agreement to read as follows:
"(a) This Section 30 shall apply additionally to the construction of the
Project, with the clarification that, os to the City, this provision creates an
indemnification obligation and not an obligation to pay prevailing wage.
Landowner shall not be considered in default under this Section 30,
except for a failure to meet that indemnification obligation."
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
11
With a copy to:
lN WITNESS WHEREOF, City and Landowner have executed this First Amendment to City of Menifee
Development Agreement 2OL2-176, with an Amendment Effective Date of Novembet 4,2022.
"city''
CITY OF MENIFE California city
A T
Roseen, lnterim City Clerk
APPROVED AS TO FORM:
RUTAN &CKE R, LLP
elchi
By:
ndo Villa, City Manager
"Landowner"
Scott Road Partners LLC,
a Delaware limited liability company
By: Jupiter B-lll LLC,
a Delaware limited liability company,
Its: Member
orney
By: Jupiter Advisors LLC, a California limited
liability company,
Its Manager
AL,kh,By
Name: Edmond F. St. Geme
Its: Manager
12
Jeffrey
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 Riverside
On before me,
(insert name and title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her^heir 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 cotrect.
wITNESS my hand and official seal.
Signature (Seal)
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 ea lll before me,3rta-t L. l,:. thao
Notary Public, personally appeared f.^0wr;tu)F.s;(insert name and title of the officer). &r>h{
who proved to me on the basis of satisfactory evidence to be the persoryl4 whose nanel{ is/?/6 subscribed to the
within instrument and acknowledSed to m e thathelrte/ttyl executed the same in his/b6tlt$t aulhorized
capacity(jp4, and th at by hislhl th/t srgnature(ron the instrument the person{4), ortheentity upon behalfof
which the personlal acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand
ffi;;fr$:lI$*,I
Signature
13
(Seal)
)
)
official seal.
EXHIBIT A
(Original Development Agreement)
14
C ity of li.,.lei
JAN 0 7 20,{
Received
DoG * 2@13-@594155
12/26/2013 09:064 Fce: NCPag. I of 77
R€corded in 0ff icial Records
County of RiverstdcLarry U. UardAssassor, County Clerk & Record€r
Recording Requested By:
CITY OF MENIFEE
After Recording Mail To
CITY CLERK
CITY OF MENIFEE
29714 HAUN ROAD
MENIFEE, CA 92586
Record without fee subiecl to Govt. Code 27383
I lillil ilil1 ll]t il]t ilt ilil ill] lil ilil il] [l
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF MENIFEE
AND
ZEIDERS ROAD BUSINESS PARK, INC.
AND
COMMERCE POINTE II MENIFEE INC.
REGARDING THE
COMMERCE POINTE PROJECT
Effective Date.
December 20, 2013
S R U PAGE SIZE DA [,{sc LONG RFO COPY
lt
M L 465 426 PCOR NCOR SMF (("'D
CDN\5 T:ctY UNI
EIANl
'7a,
IIr-I III
C
072
P
DEV[,LOPMEN'I'
AGREEMENT
COMMERCE POINTE PROJECT
]his Development Agreement ("Agrccrnent') is entered into as of this 206 day ofNovember 2o13, by and between the cITy oF MENIFEE, a municipal corporation (the'City) and Zciders Road Business Park, Inc., a Califomia corporation, *d Co.-"r""Pointe II Menifce, Inc., a california corporation (intlividuafiy a "Landowner" andcollectively "Landowners"). The city and Landowners are sometimes hereinafter
collectively reforred to as the ,,Parties', and singularly as ,,party.,,
RECITALS
. A. Authorization. To shengthen the public planning process, encourage
private participation in comprehensive planrLing, and reduce the
-
economic risk -of
development, the Logislature of the state of califbrnia adoptcd Govemment code Section
65864, et seq. (the "Development Agreement statute"), which authorizes the city and any
person having a legal or equitable interest in rcal property to enter into a developmcnt
agreemeot and, among othef things, establish certain development rights in the prirperty
which is the subject of thc development project application. On July 7, 2009, ihe-City
council adopted ordinance No. 2009-49 which sets forth the procedurcs, requirements
and authorization to approve development agreements (the "bevelopment Agreement
Ordinance") .
. B. Prooertv. Zeiders Road Business park, Inc. holds a legal interest io cettein
real property comprised bf Assessor Parcel #s 384-150-008, -009, Bnd -010 (commonly
known a"s "Commcrce Pointe I"), aud Commerce pointc II Menifee, tnc. hoids a legal
interest in Assessor Parcel # 384-180-043 (commonly klown as "commerce pointe II',).
commerce Pointe I and commerce Poi,te II are located in the city of Menifee, county of
Riverside, State of califomia, as more particularJy described in Exhibit "A' attached
hereto (the "Properly").
C, Proiect. Landowners have been authorized to develop on the property two
light industrial parks consisting of (i) approximately 209,85g square t'eet of flooi arcawithin 18 buildings, plus 327 parking spaces on Commerce pointe II; and (ii)
approximately 617,919 square fcet of floor ar.ea within 33 buildings, plus 1,035 parking
spaces on Commerce Pointe L
_ D. Proiect Approvals. The land use approvals for the project obtained prior
to the Approval Date of this Agrecment (collectively, the,,project Approvals,) includi but
arc not limited to the following:
(a) Envilonmental lmpact Renort (State Clearinglrouse # 2006121062), rvith
Mitigation Measures, certified by the City Council of the City of Menifee
on April 7, 2009.
1
o)lution No certifyrng the environmental impact report (Statc
Clearinghouse #2006121062) and adopting a statemetrt of overriding
considerations of environmental impact for the Commerce Pointe I and II
Project, approved and adopted by the City Council of the City of Meni l.ee
on April 7, 2009.
(c)Chanse of Znne #7476 which changed the zoning of parcels within
Commerce Pointe I from Light Agriculture to Light Industrial and from
Light Agnculture and Manufacturing-Service Commercial to Light
Industrial, approved and adoptul by the City Council of the City of Menifee
on April 7, 2009.
(d)Plot Plan #21452 and Plot Plan #22280 for the siting and design of
Commerce Pointe I and Commerce Poiflte II with a maximum building
height of36 feet, approved and adopted by the City Council of the City of
Menifee on April 7, 2009.
(e)Tentativc Parcel Mao No. 2013-118 (PM36596)subdividing the Propcrty
into eighteen (1 8)lots on Commerce Pointe I and Tentative Parcel Map No.
2013-119 rPM36597)subdividing the Propcrty into six (6) lots on
(0
Commerce Pointe lI, approved by the City Planning Commission on
Ootober 8, 2013.
aafdnisSatlg_Apgatdl in conjunction with the above rnentioned Project
Approvals, including but not limited to gruding plans, landscape plans, and
other detailed desigr and specification plans for Commerce Pointe I and
Commerce Pointe II.
E. Purpose of Development Asrcement. The City has detennined that the
Project is a development for which a developrnent agreement is apptopriate. A
development agreement will eliminate uncertainty in the City's land use planning process
and secure orderly development of the Projcct, assure progrossive irutallation ofnecessary
improvonents and mitigation appropriate to each stage of development ofthe Project, aud
otherwise achieve thc goals and purposes for which the Development Agreement Statute
was enacted. Tho Project will provide important employment opporhrnities and is highly
capital intensive, especially in its iaitial phases, which, in order to make the Proj ect
cconomically and fiscally feasible, requires major commitment to and invcstment in public
facilities and ou-site and off-site improvements prior to the consfuction and sale or
leasing of the light industrial units. Landowners desire certainty with respect to ccrtaiu
entitlements before expending thc nccessary srlms to prepare the plans, irnplernent
mitigation, dedicato property and construct the public facilities referred to in this
Agreement and to pursue other various prc-development work associated with the
development of the Project. The City desires to provide certainty through this Agreement
with respect to infrastructure and specific development criteria to be applicable to thc
Property in order to provide for appropriate utilization of the Property and general
circulation in accordance rvith sound planning plinciples.
3
f. Public elits Provided Pursuant to thc Deyelopment ment. The
City Council determined that the development of the Project will afford the City, its
citizens and the surrounding region with the following primary benefits:
(a) Contributing to ao increased quality of life for local residents by providing
jobs in close proximity to the home, improving the jobs-to-housing balance
for citywide planning and reducing cornmuter taffic to San Diego, Orange
and Los Angeles Counties.
(b) Providing fiscal benefits to the City's general fiurd in terms of increased
property tax revenues.
(c) Creating substantid employm.ent opportunities including both shortterm
construction enrployment and long-term permanent empioyment within ttre
citY.
(d) Providing funding for transportation improvernents at the following
intersections to help alleviate existing failing levels of service:
(1) Scott & Mumieta Road;
(2) Zciders Road/Haun Road & Scott Road;
(3) I-215 southbound rarnps & Scott Road;
(4) I-215 northbound ramps & Scott Road;
(5) Zeiders Road & Keller Road;
(6) Antclope Road & Scott Roadl atrd,
(7) Haun Road & Holland Road.
(e)Constructing timely and nccdcd backbone inliastructure to the surrounding
area, including the lollowing public improvements:
(l) Zeiders Road between Scott Road and Keller Road;
(2) Ciccotti Street between Zeiders Road and Bailey Park Boulevard;
(3) Bailey Park Boulevard near Ciccotti Street;
(4) Undergrounding of utilities along Zeiders Road from the south
Comrncrce Poiute property line to the Scott Road intersection; and,
(5) Expanded storm drain and sewsr facilities to meet projected regional
needs.
(l)Delivering a high quality industrial development that will enhance the
surrounding community and provide opportunities to meet the demands of
local and regional area businesses.
Conserving and enhanoing vaiuable biologically sansitive areas and open
space.
G, Public llearings, On October 8, 2013, pursuant to the r-equiroments ol the
Developnent Agreelnent Ordinance, the City's Planning Commission conducted a public
4
(g)
hearing on Landowners' application for this Devclopment Agreement. On Novernber 6,
2013, pursuant to the requirernents of the Development Agrcanent Ordinance, the City
Council couducted a public hearing on Landowners' applioation for this Development
Agreanent.
H. Flndlnes. The City Council has found and detennined that this
Development Agreernent: (i) is consistent with the City's General Plan and the zoning for
the Property; (ii) is in the best interests of health, safety and goreral welfare of the City,
its residents and the public; (iii) is ortered into pursuant to and constitutes a present
excrcise of police power by the City; and, (iv) is entered into pursuant to and in
oompliance with the requircments of Section 65867 of the Development Agresment
Statute.
L Citv Council Action. ln accordance with the Dcvelopment Agreernent
Ordinance, the City Council held a duly noticed public hearing on this Agrecment and,
after independent rcvicw and consideration, adopted Ordinance No. 2013-133 finding this
Agreement consistent with the General Plan and authorizing the execution of this
Agreanent, and such ordinance shall be<.:ome effective on Decembcr 20, 2013.
J. I\Iaterial Ternls.Notwithstanding the fact that the provisions of this
Agreoment are derivcd from and include the policy determinations of the parties as
outlinerJ in Exhibit "B" entitled "Commerce Pointe Project - Material Temrs lbr Pending
Development Agreement and Associated Tract Map," in the event that there is any oonflict
betweor the Agreement and Exhibit "8", the provisions ofthe Agreemeut shall control.
NOW, THEREFORE, in consideration of the mutual promises, conditions and
covenants hereinafter set forth, the Parties agree as follows:
AGREEIIIENT
Incorporation of Recitals, The Preamble, the Recitals and all defined terms set
forth in both zue hereby in<.:orporated into this Agrcernent.
Definitions. Each reference in this Agreement to any of the following commonly
used terms shall have the meaning set forth below for each suoh term.
2.1 Adoptiol Date, November 20, 2013, the date the City Council adopted the
Enacting Ordinance.
2.2 CEOA. The Califomia Envirorunental Quality Aot (Public Resourccs Code
$$ 21000, et seq.) and the Cuidelines there under (Title 14, Cal. Code Regs. g
15000, et seq.).
I
7
5
2.3 Default. Defined in Section 15.
2,4 Effective Date. The later ofl (i) tho date the Ordina ce approving this
Agreement takes effect pursuant to Govemment Code $36937; or (ii) if the
Ordinance approving this Agreement or any other contemporaneous project
Approval is subject to a valid referendum procceding pursuant to Elections Code
$3500, et seq., the date the Ordinance approving this Agreement or other project
Approval(s) is (or are) upheld purcuant to such referendum proceeding,
2,5 EIR. The Environmental Impact Report defined in Recital D above.
2,6 Exactions. All exactions, costs, fees, inlieu fees or paymorts, charges,
assessments, dedications or other monetary or non-monetary requirement oharged
or imposed by the City, or by the City through an assessment district (or similar
entity), in connection with the development of, construction on, or usc of real
property, inoluding but not limited to transportation improvement fees, park fees,
art fees, affordable housing fees, infrastructurc fees, dedication or riservation
requirements, facility fees, sewer fees, water connection fees, building permit fees,
obligations for on- or off-site improvements or construction requirements for
Public hnprovements, or other conditions for approval called for in connection with
thc development of or construction of the Project, whether such exactions
constitute Public Improvements, Mitigation Measures in connection with
envtonmental revierv of the Project Approvals or Subsequent Approvals, or
impositions made under applicable City laws and regulations or in order to make an
approval consistent with applicable City laws and regulations. Exactions shall not
include Processing Fees as dehned in Section 7 .2below.
2.7 .Existins Land Usc Resulations.Collectively, the Existiag Land Use
Rcgulatiors shall mean: (i) the City of Menifee General plan; (ii) plauning and
Zoning Codes of the City's Municipal Code; and, (iii) a1l other ordinances,
resolutions, regulations, and offrcial policies goveming land use development and
building corstruction in efl'ect in the City as of the Adoption Date of this
Agreement, including but not limited to the Projer:t Approvals.
2.8 Minor Modification, As defined iu Section 8.5.1
2,9 Mitisation Measures. The mitigation measures appticable to the project
dcveloped as part of the EIR process and requircd to be implemented by
Landowners, and adopted as part of the Project Approvals.
2.10 Mortsaqe. A mortgage or deed of trust, or other transaction, iu which the
Property, or a portion thereof or an interest therein, or any improvements thereon,
is conveyed or pledged as security, contracted in good faith and for lair value, or a
sale ilncl leaseback iul'angcmcnt in which the Property, or a portion thercof or an
interest therein, or improvements thereon, is sold and leased back concurrently
therewith in good faith and lor fair value.
2.ll Mortqaqee. The holder of the beneficial interest under a Mortgage, or the
owner of the Property, or intcrcst therein, under a Mortgage.
6
2,12 Proiect. As dcfined in Recital C.
2,13
2.14
Proiect Approvals. As delined in Recital D
Propertv. As defined in Recital B.
2.15 Publlc Improvements. The lands and facilities, both on- and off-site, to be
improved and constructed by Landowncrs, and publicly dedicated or made
lrl]ubb for public use, as provided by the Project Approvals and this Agreement.
Public Improvements oonsist of all right-of-way improvaner:ts, steets ind roa<ls
within the Property; all utilities (such as gas, electriciry cablc television, water,
server and storm drainage); pedesbian and bicycle paths and trails; parks and open
space; the off-site public improvonents; and all other improvements and facilities
rcquired or called for by the Mitigation Measures, conditions of the prrcject
Approvals, and this Agreement to be implernented by Landowners.
2,16 Subseouent Apnrovals. Approvals and actions of any kind or character
issued by the City followiug the Adoption Date of this Agreement that implementor change the Project Approvals, including, but not limited to, the proj ect
Approvals, subdivision maps, plot plans, rninor adminishative permits, iignpermits, lot morgcrs, building permits, use permits, variancos, demolit.ion permiis,
site cloaranse, grading plans and pemrits, substantial confonnance determinations,
cedificates of occupancy, mturicipal financing, abandorunent of streets or rights-of-
way, and right-of-way transfers.
2.17 Terminotion. The expiration of the Temr of this Agreement without
extension, whether by the passage of tirne or by any earliu occuronce pursuant to
any provision, including an uncured Default, of this Agreement. For purposeshereof "Termination" includes any grammatical variant thereof, including"Terminate," and "Terminating.',
2,18 Vested Iliehts.As defined in Section 7.
3. Provisions Required by Statute.Califomia Governmeut Code 9965865.1 and
65865.2 provide, among other things, that a development agreement shall specify
the following:
(a) Duration ofthe agreement. See Section 6.2 ofthis Agreement
(b) Pennitted Uses ofthe Property. See Section 7.1 of this Agreement.
(c) Density or intensity of such use. See project Approvals.
(d) Maximurn height and size of proposed buildings. See project
Approvals.
(e) Reservation or dedicatiou of land for public purposas. See project
7
Approvals.
(0 Periodic Review at least annually to demonsEate good faith
compliance with the Development Agreernent. See Section 12 of
this Agreement.
4. Landowner Representations and Warranties.
The Landowners rq)resent and warrant to the City, as follows:
(a) Organization. Each Landowner is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Califomiq with fulI right, power and authority to conduct its
business as presently conducted and to execute, deliver and perform
its obligations under this Agreemcnt.
(b) Authorization. Each Landowner has takcn all necessary action to
authorize its execution, delivery and, subject to any conditions set
forth in this Agreemetrt, performance of the Agreement. Upon the
date of this Agreement, this Agreement shall constitute a legal, valid
and binding obligation of the Landowner, enforceablc against it in
accordance with its terms.
(c)No Conflict. The execution, delivery and performance of this
Agreement by each Landowner does not and will not materially
conflict with, or colNtitute a material violation or material breach o{
or constitute a default under (i) the charter or incorporation
documents of the Landowncr, (ii) any applicable law, rule or
regulation binding upon or applicable to the Landowner, or (iii) any
matcrial agreemonts to rvhich the Landowner is a party,
(d) No Litigation. Unless otherwise disclosed in writing to the City
prior to the date of this Agreement, there is no existing or, to the
Landowner's actual knorvledge, pending or tkeatened litigation,
suit, action or proceeding before any court or administrative agenoy
afleoting the Landowner or, to thc bcst knowledge of the
Landowner, the Property that wouid, if advcrsely detennined,
materially aud adversely affect the Landowner or the Property or the
Landowner's ability to perform its obligations under this Agreernent
or to develop aud operate the Project.
Licenses, Pennits, Consents ald Approvals. Landowners antVor any
porson or entity owlring or opelating the Property have duly
obtained aud maintained, or will duly obtain and maintain, and will
continue to obtain and maintain, all licenses, permits, consents and
approvals required by all applicable govelnmental authorities to
develop, sell, lease, own and operate the Project on the Property.
8
(c)
(1)Payment ofTaxes. Lmrdowrers shall pay when due any and all real
estate taxes and assessments (including Bny possessory interest tax)
assessed and levied on the Property or any portion theroof.
5. Relationship ofCitv and Landowners.Thc Parties specifically acknowledge that
the Project is a private development, that neither Party is acting as the agent of the
other in any respoct herewrdor, and that each Party is an indepcodent conhacting
entity with respect to the terms, covenants and conditions contained in this
Agreerrent. None of the terms or provisions of this Agreement shall be deemcd to
create a parttrership between or among the Parties in ttre businesses ofLandonners,
the affairs of the City, or otherwise, nor shall it cause them to be considered joint
venturers or mernbers of any joint enterprise. The City and Landowners hereby
renounce the existence of any form ofjoint venture or partnership betwecn them,
and agrec that nothing contained herein or in a.uy document executed in comection
herewith shall be construed as making the City and Landowners joint ventuers or
partners.
6. Effective Date and Term.
6.1 Effective Date. The effective date of tliis Agreement is December 20,
2013, which is thc effective date of City Ordinance No. 2013-133 adopting this
Agreernent unless said Ordinance or any other contemporaneous Prcject Approval
is subject to a valid referendum. Not latcr than ten (10) days after the Adoption
Date, the City and Landowners shall execute and acknowledge this Agreement.
Not later than forty (40) days alier the Adoption Date, the City Clerk shall cause
dtis Agreement to be reoorded in the Official Records of the County of Rivcrside,
Stato of Califomia, provided that a referendum applicable to the Development
Agreement has not been timely submitted to the City.
6.2 Term. The term of this Agreement shall commence on the Effcctive Date
and continue thereafter for ten (10) years unless said Initial Term is terminoted,
modificd or cxtcnded by the temrs of this Agreement.
6.4 Term of Proiect Approvals.The ten,r of any and all Project Approvals,
including but not limited to those Project Approvals already granted as Existing
tand Use Regulations as well as Subseqnort Approvals, if any, for the Project,
shall be extended automatically th,rough the term of this Agreement,
I
6.3 Extension of Tcrm Due to Litigation. In the event that litigation is filed
by a drird party which seeks to invalidate this Agreemont or any of the Project
Approvals, the term of this Agreement shall be extended lor a period equal to the
length of time trom the time a summons and complaint and/or petition are served
on the defendant(s)/respondent(s) until the resolution of the rnatter is final and not
subject to appeal; provided, horvever, that the total arnount of time for which the
tenn shall be extended as a result of any and all litigation shall not exceed two (2)
years.
notwithstanding any other City law
6.5 Automatic Termination Uoon Co mpletiou snd Sale of Units.
(a) This Agreernent shall automatically be terminated, without any
further action by either party or need to record any additional
documenl with respect to any single industrial building or indushial
condominium comprising a portion of the Property, upon
completion of construction end issuance by the City of a final
certificate of occupancy permit for the industrial unit, and
conveyance of such industrial unit to a bona-fide good-faith
purchaser (e.9., individual building owrer or end-user). In
connection with its issuance of a fiual inspection for such indushial
unit, the City shall confirm that all improvements, which are
required to serve the unit, as determined by the City, have been
accepted by the City.
(b) Upon the conveyance of any lot, parcel, or other property to a
property owners' association, or public or quasi-public entity, that
lot and its owner shall have no further obligations under and shall be
released fiorn tbjs Agreemeflt.
6.6 ts and tions U nEx tion or Termin Follorving
Termination of this Agreement all ofthe rigfuts, duties and obligations ofthe Parties
hereunder shall tsminate and be of no fuither force and effect. Upon Termination
of this Agreernent, Landowners shall thereaftel cornply with the provisions of all
City lziws and regulations then in effect or subscquently adopted rvith respoct to the
Property and/or the Project, except that any Termination shall not af.+bct any right
vested (absent this Agreement), or other rights arising from approvals granted by
the City for development of all or any portion ofthe Project.
7.1. Developmeu! Rights. Except as set forth jn Sections '1 .2, 7.3, 7 ,4 and 8.5
below, during the term of this Agreement the Landowners are provided aud assured
the right to develop and use the Propcfiy in accordance with this Agreement, the
Project Approvals, and the Existing l,and Use Regulations in force and effect on
the Adoption Date of this Agreement to the maximum extent allolved undcr this
Agreement (the "Vested Rights"). The permitted uses of the Property, the density
and irrtensity of use, the rate, timing and sequencing of development, the maximum
height and design and size of proposed buildings, the parking standards, and
provisions for rcssrvation ald dedication of laud, shall be those set forth in the
Vested Rights.
7.2 Fees, T:rxes and Exactions. The Landorvners shall pay when due all
Exactions duly imposed by dre City on the Project and/or the Property as part of the
Project Approvals and Existing Land Use Regulations. Notrvithstanding the
10
7. Vcstcd Riehts.
foregoing, the Dcvelopment Impact Fees applicable to the Project, as set forth in
the attached Exhibit "C", shall be subject to moratorium during the Term of this
Agreement. The Development Impact Fees shall not be modified or renegotiated
by the City during the moratorium in corurection with granting of any modification
or amendment ofthe Project Approvals, or the granting ofany approval which does
not materially alter the maximum density or intensity of the Project. Iandowners
shall pay those citywide application, processing inspection, permit and plan check
fees and charges (the "Processing Fees") required by the City and in effect at the
time of the application for that permit or approval. Landownos agree that
Landowners shall pay the City the fi.ril costs of a contract planner or contract
building plan check pcrson if such services are determined to be nocessary by tho
City Manager; provided, however, that thc Processing Fees paid by Landownor to
the City shall apply as a credit against costs ofcontract planner or contract building
plan check pcrson. Ttds Agreement shall not limit the City's right and power to
imposo taxes on the Propcrty or Project provided that any taxes imposed are
adopted pursuant to all applicable laws and that said tax is a general tax that applies
throughout the borurdaries ofthe City,
7,3 Rules Resardins Desisn. E s and Construction for Public
Improvements. Except as providcd in Section 8.3 and 8.4 belotv, all ordinances,
resolutions, rules, regulations and offrcial policies governing engineering atrtl
coostruction standards and speoifications applicable to dre Public Improvcments
shall be those in force and effect at tho time the tentative subdivision map for the
property that includes the specific improvement is approved.
7.4 Uniform Codes Applirahlc.The Project shall be constructed in
accordance with the provisions of the lntfirational Building, Mechanical,
Plumbing, Electrical and Fire Codes, City standard construction specifications, and
Title 24 of the Califomia Codc of Regulations, relathg to Building Standards, in
effect at thc time of approval ofthe appropriate building, grading encroachment or
other construction permits for the Project.
7,5 Subscttuent Rulcs. llxcept as set forth in Sections 7.2,7.3,7.4 and 7,6,
during the Term of this Agreemont, the City shall not apply any City ordinances,
resolutions, rules, regulations, official policies, or Exactions enacted afler thc
Adoption Date ("Subsequmt Rule") that rvould conflict with or impede the Vested
Rights of Landownem set tbrth in Section 7.1 above or otherwiss conflict rvith this
Agreement or the Existing Land Use Regulations, without Landowners' written
consent.
7.6 Chanses in State or lcderal Lan. 'l his Agrecment shall not preclude the
application to developmeut of the Property of Subsequent Rules mandated and
required by prccmptive chalges in State or federal laws or regulations.
tl. Dcveloumcnt of the Proiect ard Public Improvcments,
11
8.1 Construction and of the Proiect. Landowners shall have the
dght to constrxct and operate the Project in accordance with the Vested Rights
described in Section 7 above.
8,2, Phasinq. The Parties acknowledge that presently Landowners cannot
predict the exact timing or sequeltce of the phasing of the Project. Landowners
therefore shall have the right to develop the Project in phases in zuch order and at
suoh timcs, if at all, as Landowners deem appropriate within the exercise of their
sole subjective business judgrr.ent and the provisions of this Agreement. Moreover,
subject to the conditions of the Project Approvals, Landowners may determine in
their sole discretion which part of the Project to dcvelop first and thaeafter, and
Landowners may determine in their sole discretion when to record the first final
map for any portion of the Property, Because the Califomia Supreme Court held in
Pardee Cowtraction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that the
failue of the parties in that case to provide for the timing of development resulted
in a later-adopted initiative reshicting the timing of dovelopment to prevail over thc
parties' agreement, it is thc specific intent of the Parties to provide for the timiug of
development of the Project in this Agreement. To do so, the Parties acknowledge
and provide that Landowners shall have the right, but not the obligation, to
complete the Project or arly portion thereof in such order, at suoh rate, at such
tirres, and in as many dcvelopment phases and sub-phases as the Landowners deem
appropriate in their sole subjective business judgnent, provided such completed
portion conlbrms to applicable Existing Land Usc Regulations.
8.3 Desisn and Constru ction of Zeiders Road,
8.3.1 Prior to issuance of thc first occupancy permit for the Project,
Landowners shall complete oonstruction of Zeiders Road in accordance
rvith the street irnprovement plans approved on April 26,2011, sewer plans
approved on November 9, 2010, and water plans subrnitted F ebruary 2011.
8,3.2 Landowners agree to construct Phase I of the Zeiders Road
improvements to commence upon the earlier of (i) 180 days aftcr the first
permit is issued for mass grading of the Project, or (ii) July 1, 2015. Phase
1 of Zeiders Road will includc minimum standmds for a 2Jane paved
roadway from approximately 200 feet south of Ciccotti Sheet northward to
the improved soction south of Scott Road, with one level of asphalt paving
and curb and gutter on the east side of Zeiders Road, but no sidewalks or
landscaping incorporated in Phase 1. 'l'he Phase I Zeiders Road
improvement plans a.rc attached hereto as Exhibit "D",
8,4 l)esisn and Construction of Ciccotti Strecl.
8,4.1 Prior to issuance of the first occuparcy pennit for the Project,
Landowners shall complete construction of Ciccotti Skeet from Zeiders
Road to Bailey Park Boulevard.
t2
8.4.2 Landowners agreo to construct Phase I of the Ciccotti Street
improvonents fircm Zeiders Road to Bailey Park Boulevard to minimum
all-weather standards for a 2-lane road (without curb, gutter, sidewalk or
la.ndscaping) to commenoe upon the earlier of: (i) 180 days after the first
permit is issued for mass grading of dre Project; or (ii) July l, 2015. The
Phase 1 Ciccotti Street improvement plans are attached hereto as Exhibit
"E".
8.5 Subsecuent Pro,icct Approvals.The development of the Project is subject
to futurc approvals aod actions by the City that have not been reviewed or approved
by the City prior to the Adoption Date of this Agreernent (i.e., Subsequent
Approvals). Subsequent Approvals may include discretionary and ministerial
actions by the City including, but are not limited to, review and approval of site
plans, landscape and irrigation plans, architectural plans, tentative and/or final
paroel and subdivision maps, additional tentativc subdivision maps, mndominiurn
plarx, special pemits, variances, deinolition permits, plan review, design revicw,
grading pcrmits and building permits. In reviewing and acting on applications for
Subsequent Approvals, the City shall coopcrate with Landowners to expedite
review and final action on such requests. Once approved by the City, any
Subsequent Approval shall become parl of the Project Approvals and Vested
tughts,
8,5,1 Miqsr_!4gdlfipalielt The Parties acknowledge that retlnements or
modifications of the Project may be required during the 'l'erm. The Parties
agree that the follorving refinements and modifications to the Project or
Project Approvals constitutc Minor Modifications: (i) chauges in
landscaping; (ii) variations in the location or size of strucffies that do not
increase the maximum aggregate floor area of the Project, inoluding but not
limited to the consolidation or aggregation of building footprints as long as
no single building exceeds 250,000 square feet; (iii) variations in the
location of utilities or other inliastructure connections or facilities not
matcrially affecting design concepts; (iv) variations in the open space or
conservation area configurations that do not rcduce the aggregate size of
open space or conservation area; (v) minor adjustments to the tentative or
final map or to the legal descriptions to ac.commodate approved
modifications to other Project Approvals; (vi) map phasing and
condominiurn plans; and (vii) similar rnodificatioru ot other changes that
are ministerial in naturo and are not subjcct to further review under CEQA.
Notwithstanding any other provision of the Existing Land Use Regulations,
a request for a Minor Modificatiou shall be approved administrativcly
unless appealed to the Planning Clomrnission in accordance with Section
2:20.150 of the Menifee Municipal Code in existence as of the Adoption
Date of dris Agreernent. Minor Modifications shall be deerned to be
ministerial in nature and shall not require an amendment to this Agrcemcnt
or public hearing, The City shall not unreasonably withhold or delay the
approval of a requested Minor Modification nor shall the City irupose as a
l3
condition to approval any Exaction except as authorized il this Agreement.
8.5.2 Subdivision of Propertv - Furure Tentative Maps. In accordance
with the provisions of this Section, l,andowners shall have the right, flom
time to time or at any time, to apply for one or more parcel or tract maps or
oondominium plans, subdividing the Property into smaller developable
parcels, as may be neoessaly in order to develop, lease, finance or sell any
portion of the Property in connection with development of the Project as
provided in this Agreement and consistent with the density and intensity set
forth in the Existing Land Use Regulations. Final rnaps may be approved
on a phased basis.
8,5,3 Other Subsequent Prqiect Approvals. Any change in the Project
which is not a Minor Modification as defined herein shall require a
subsequent discretionary sction by the City as required by Existing Land
Use Rcgulations, which shall be applicable to such project changes. A
subsequent discretionary action shall not prevent development of the land
for the uses and to the maximum density or intensity of devclopment
established in the Project Approvals for the Tem of this Agreernent
pursuant to Govemment Codc Section 65865,2.
8.5.4 Subsequcnt Environmental Review. The Parties acknowledge that
dre EIR for the Projcct contains a thorough analysis of the Project and
Projeot alternatives and spccifics the feasible Mitigation Measures
necessary to eliminate or reduce to an acceptable level adverse
environmenta.l impaots of the Project, and acknowledge that the City
Council issued a staternent of overriding oonsiderations in connection with
the Projeet Approvals, pursuant to 14 Califomia Code of Regulations
(CEQA Guidelines) Section 15093 for those significant impacts which
could not be mitigated. l'or these reasons, no further rrcview or mitigation
under CEQA shall be required by the City for any Subsequent Approvals
unless the criteria for further environmental rcview under CEQA are met as
specified in Clalifomia Public Resources Code Section 21 166.
8,6 Other Governmentll Permits. Landowners shall apply for such other
pennits and approvals as may bc requited from other govemmental or quasi-
govenmental agencies having jurisdiction over the Project as may be required lor
the developrnent o1, or provision of sen ices to, the P(oject. The City s)rall
reasonably cooperate with Landowners in their endeavors to obtain such pennits
ancl approvals and, from tinre to time at the request of Landowners, shall atlempt
with reasonable efforts atrd in good faith to euter into bindiug agreements with any
such cntity in order to assule dte availability of such pennits ald approvals or
sorvtces.
A,7 Easements: Improvementsi Abandonmcnts, The City shall reasonably
cooperate with Landowners in connection with any arrangements for abandoning
l4
9.
existing utility or other easements and facilities and the relocation thereof or
creation of any new eassments within the Property necessaxy or appropriate in
comection with the development of the Project; and if any such easement is owned
by the City or an agency of the City, the City or such agency shall, at the requost of
Landowners, take such action and sxecute such documents as may be reasor.rably
necessary to abandon existing cascmcnts and relocate them, as necessary or
appropriate in connection with the approved development of the Project.
8.8 Conscrvation Easernent. Thc City agrees to accept the dedication of a
consewation easement in accordance with California Civil Code Section 815-816
for the portion of the Property identified on Exhibit "F" to protect and maintain
habitat mitigation areas in perpetuity (the "Conservation Easement"), provided that
Landowners have established a secured method for funding the articipated long-
term maintenanoe costs of the easement area" including but not limited to the
posting of a bond, endowrnent, or certificate of deposit, or by including the
maintenance costs of the Conservatlon Easement in an appropriate linancing
district. The Conservation Easement shall bc conveyed substantially in the form
attached as Exhibit "G".
8.9 TUMI Credits for Phase I Improvements, The City will use its best
etTorts to obtain approval to pennit the use of Westem Riverside Council of
Governments (.'WRCOG') Transportation Uniform Mitigatiol Fees ('TUMI.") for
the improvements to Zeidsrs Road and Ciccotti Street, such that tle Landowners'
costs for delivery of the improvcrnents is credited against the Landowners'
obligation to pay the applicable TUMF for the ?roject. If the cost of the
improvements to Zeiders Road and Ciccotti Street exceeds the Landowners' TUMF
obligation, the Landowners may request, to WRCOG, a reirnbursement lbr such
costs thrcugh the TUMF program. To the extent permissible, the City will provide
construction in lieu Road & Bridge Benefit District (.'RBBD') fee credits for these
improvarrents. ln no case shall duplicate fee credits be issued for the same costs
related to eligible improvements,
Transfers and Assignments.Subject to the terms of this Section 9, any
Landowner shall have the right to assign or transfer (collectively "Transfer") all or
any poftion of its interest, riglits or obligations under this Agreement to third
parties or entities (thc "Transferee") acquiring an interest or estate in all or a
portion of the Property (the "Transfcrred Property"), including, but not limited to,
purcha.sers or long term ground lessees of individual lots, parcels, industrial
condominiurns or of any of the buildings located upon the Property. Landowner
shall rernain jointly liable for all obligations and requirements under ttris
Agreement after the effective date of the Transl-er uoless Landowner satisfies the
following conditions: (i) Transferee executes and delivers to the City an
Assignmeot and Assumption Agreornent in the fomr set forth in Exhibit "H" to this
Agreement specifying the obligations and requirements to be assumed by the
Transfetee; and (ii) Landowner has not received a notice of a Default under this
Agreement that remains uncurcd as of the effective date of the Transfsr. lf
l5
conditions (i) and (ii) are satisficd, Landowner shall be released from any further
liability or obligation under this Agreernent relatcd to the Transferred Property as
specified in the Assignment and Assumption Agreement, and the Transferee shall
become the "Landowner" undor this Agreement witlr all rights and obligations
related thereto, with respect to such Transferred Property. Notwithstanding
anything to the conttary contained in this Agreement, if a Transferec Defaults
under this Agreement, such Default shall not constitute a Default by Landowner
with respect to any other portion of the Property hereunder and shall not entitle the
City to Terminate or modi$, this Agreement with respect to such other portion of
the Property.
10. Lender Oblisatiols and Protections,
10.1 Encumbrances on the Propertr'. The Partics hereto agree that this
Agreement shall not prevent or limit Landowners, in any manner, from
encrunbering the Property or any portion thereof or any improvements thereon with
any Mortgage scouring financing with respect to the construction, development,
use, or oporation of the Property.
10.2 Morteasee Obliqations, A Mortgagee not in legal possession of the
Property or any portion thereof shall not be subject to the obligations or liabilities
of the Landowners under this Agreement, including the obligation to construot or
complete construction of improvements or pay fees. A Mortgagee in legal
possession shaU not have any obligation or duty under this Agrcement to construct
or complete the construction of improvements, or to pay, perform or provide any
fee, dedication, improvements or other exaction or imposition. A Mortgagee in
legal possession of the Property or portion thereof shall only be entitled to use of
Property or to construct any improvements on the Property in accordance with the
Proj ect Approvals and this Agreement if Mortgagee fully complics with the tems
offlris Agreernent.
10.3 Mortgaqee Protection, 'I'his Agreement shall be suporior and senior to any
lien placed upon thc Property, or any portion thereof, after the dato of recordirrg
this Agreement, including the lien for any dced of trust or Mortgage.
Notw'ithstanding the foregoing, uo breach of this Agreement shall defeat, render
invalid, diminish or impair the lien of any Mortgage made iu good faith and for
value, but all the terms and conditions contained in this Agreonent shall be binding
upon and effective against any person or eltity, including any deed of trust
beneficitry or Mortgagee that acquires title to the Propc(y, or any pofiion thereof,
by foreclosure, tnrstee's sale, deed in lieu of tbreclosure, or otherwise, and any such
Mortgagee or successor to a Lender that takes title to the Property or any portion
thereof shall be entitled to tho benefits arising r.urder this Agreernent.
10.4 Notice of Defatllt to Morteaqee; Right of Lender to Cure. If the City
receives notice from a Moltgagee requcsting a copy of any notice of Default given
Landowners under this Agteernent and speoifying the address for service thereof,
l6
thcn the City shall deliver to zuch Mortgagee, concurrently with seryice thereon to
Landowners, any notice given to Landowners with respect to any claim by the City
that Landowner(s) is/are in Default andlor Certificate of Non-Compliance. Each
Mortgagoe shall have *re right during the same period available to Landowners to
cure or remedy, or to commence to cure or remedy, the Default or non-compliance
as provided in this Agreement; provided, however, that if the Default,
noncompliance or Certificate of Non-Cornpliancc is ofa nature which can only be
remedied or cured by such Mortgagee upon obtaining possession, such Mortgagee
may seek to obtain possession with diligence and continuity through a receiver or
otherwise, and shall thereafter rernedy or cure the Defaul! noncornpliance ol
Ceftificate of Non-Compliance rvithin ninety (90) days after obtaining possession.
If any such Default, noncompiiance or Certificate of Non-Compliance cannot, with
diligence, be remedied or oured within such ninety (90) day period, then such
Mortgagee shall have such additional time as may be reasonably necessary to
remedy or cure such Default, noncompliance or Certificate of Non-Compliance
(including but not limited to proceeding to gain possession of the Property) if such
Mortgagee commences cure during such ninety (90) day period, and thereafter
diligently pursues completion ofsuch cure to the extent possible.
11. Estoooel Ccrtificate. Eithor Party may, at any time, and from time to time, deliver
written notice to the other Pa(y requesting such Parly to certify in writing that, to
the knowledge oi'the certifying Party: (i) this Agreement is in full force and effect
and a bhding obligation of the Parties; (ii) this Agrecmcnt has not been amende<l
or rnodified either orally or iu rvriting, and if so amended, identifuing the
amendments; (iii) the requesting Party is not in Defnult in the performancc of its
obligations under this Agreernent, or if in Default, to describe therein the nature
and amount of any such Defaults; and, (iv) such other information as may
reasonably be requested. A Party receiving a request hcreundcr shall execute and
rctum such certificate within thirty (30) days following the receipt thereofl Thc
City Manager shall have the right to execute any certilicate requested by
Landowners horeunder. The City acknowledgcs that a ceitificate heleunder may be
relied upot by 'I'ransferees, Lenders and Mortgagees.
12, Annual Review.
l2.l Rcview l)ate. The annual review date for this Agreement shall occur eacl.r
year on the amiversary date of the Effective Date of this Agreement (,Ar:nra1
Review Date").
12.2 Reouired Information from Landowners. Not more than sixty (60) davs
and not less than forty-five (45) days prior to the Annuai Review Date, the
Landowners shal1 provide a letter to the City Managcr or his,4rer designee
containing evidence to show complianoe with this Agreernent. The burdcn of
proo! by substantial evidcncc, ofcompliance is upon the Lanclowners.
12.3 City Report, Within forty (40) days after Landowners subrnit their
17
letter(s), the City Manager or his/her designee shall review the information
submitted by Landowner(s) and all other available evidence on Landowners'
compliance with this Agreernent. All such available evide[ce including publio
comrnents and final staff reports shall, upon rcccipt of the City, be made available
as soon as possible to Landowners. Thc City Manager or his/her designee shall
notify the Landowners in writing whether the Landowners have cornplied l"ith the
terms of this Agreement. lf the City Manager or hisfter designee finds one or more
of the Landowners in complianoe, the City Manager or histher designee shall issue
a Certificate of Compliance with respect to those Properties in compliance. If the
City Manager or his/her designee finds one or more of the Landownqrs not in
compliance, thc City Manager or his/trer designee shall issue a Certificate ofNon-
Compliance with respect to those properties not in compliance after following the
procedures set forlh in Section 12.4.
12.4 Non-compliance with Aqreement: Hesring, Prior to issuing a Certificate
of Non-Compliance, if the City Manager or his,&rer designee, on the basis of
substantial evidence, firds that a Landowner has not complied with the tefirs of
this Agreement, he/she shall specify in writing to Landowner, r.vith rcasonable
specificity, the respects in rvhich Landowner has failed to comply. The City
Mauager or his4ler designee shall also specify a reasonable time for Laldowner to
meet the torms of compliance, which tirne shall be not less than thirty (30) days,
and shall be reasonably related to the time necessary for Landowner to adequately
bring its performance into complianoe with the terms of this Agrccment, subject to
any permitted delay. If after the reasonable tirne fbr Landor.vner to mect tho terms
of compliance has passed and the City Manager or hislher designee, on the basis of
substantial cvidcnce, continues to find that the Landowner has not complied, then
the City Manager or his/her designee shall issue a Certificate of Non-Compliance.
Any Certificate of Non-Compliance shall be made in writing with reasonable
specificity as to the reasons for the determination, and a copy shall be provided to
Landou,ner. If the City Manager or histrer designee issues a Certificate of Non-
Conlpliance, then the Landowner that i.s not in compliance sha.ll be entitled to
appeal such determination to the City Council with an oppottunity to proscnt
evidence at a hearing. If thc non-compliance involves a material obligation of tliis
Agrccment, the City may proceed with the procedurc rcgarding Default in Section
15 below.
12.5 Costs. Costs leasonably incurretl by the City'in connection with thc amual
rcview and related hearings shall be paid by Laadowners in accordance with the
City's schedulc of fees and billing rates for stafftime in effect at the tirne of review.
12,6 Effect on Transferees. If a Landowner has etfbcted a transfer so that its
interest in the Property has been divided between Transferees, then the annual
revierv hereunder shall be conducted scparately with respect to each Party.
13, Inilemnification. Landowners agree to indernnify, defend and hold hannless the
City, any City agencies and their respective elected and appointed councils, boards,
18
commissions, officers, agents, employ€es, volunteers and representativcs from any
and all loss, liability, fiaes, penalties, forlbitures, costs and damages (whether in
contract, ton or strict liability, including but not limited to personal injury, death at
any time and property damage) and from any and all claims, demands and actions
in law or equity (including reasonabie aftorneys'fees and litigation expensas) by
any third-party or entity, directly or indirectly arising or alleged to have arisen out
of or in any way rclatcd to: (i) the approval of this Agreernent or the Project
Approvals; (ii) any development or use of the Ptoperty under this Agreemont or the
Project Approvalq and (iii) any actions or inactions by the Landowners or theil.
contractors, subcoltractors, agents, or cmployees in connection with the
construction or irnprovement of the Property and the Project; provided, howevet,
that once the City accepts the Public Improvements, Landowners' indemnification
obligation with respect to such irnprovements shall cease. Notwithstanding the
foregoing, Landowners shall have no indernnification obligation with rcspect to the
following: (i) the gross negligence or willful misconduct ofthe City, its contractors,
subcontrectors, agents or employees; (ii) the maintenance, uie or condition of any
improvernent or portion of the Property after thc time it has been dedicated to and
accepted by the City or another public entity, or takeu over by a property owncr's
association; and, (iii) the public use easements after the time the public use
easernents have been accepted by thc City.
14, .4,rnendment.Cancellation orSuspcnsiorr.
14.1 Modilication Because of Conflict rvith State or B'ecleral Laws, In thc
event that State or Federal laws or rogulations enacted after the Effective Date of
this Agreement prevent or prccludc compliance with one or more provisions of this
Agreement or require substantial and material changes in Project Approvals, the
parties shall meet and confer in good faith in a reasonable attempt to modify this
Agreement to comply with such federal or State law or regulation. Any such
amendment of the Agreement shall be approved by the City Council in accordance
widr State law, the City Municipal Code, and this Agreement.
14,2 Amendment by Mutusl Consent. 'Ihis Agreement may be amended in
writing liom time to time by mutual conseut of the parties hereto and in accordance
with the procedures of State law, the City Municipal Code and this Agreement.
14,3 Substantive Amendments, Any substantive modification to this
Agreement shall require approval of an amendment to this Agreemeut in
accordance with State law and dre City Municipal Code. No Atrendment 1o this
Appcement shall be required due to a cl.range to the Pro.ject or the Project Approvals
as pennitted or authorized by this Agreement.
14.4 C ccllatiorr NIU I Consent This Agreunent rray be Terminated in
whole or in part by the mutual consent ofthe parties or their succcssors in interest,
in accordance with the provisions ofthc State laiv and the City Municipal Code.
19
15.Default. Subject to Section 19, a Party's violation of any material tenn of this
Agreement or failure by any Party to perforrn any material obligation of this
Agreement required to bc performed by such Party shall constitute a default
("Default").
15,1 Procedure Reqardine Defaults. For purposes of this Agreement, a Pafiy
claiming anothcr Party is in Default shall be refered to as the "Complaining Party,"
snd the Party alleged to bc in Default shall be referred to as the "Party in Default."
A Complaining Party shall not exercise any of its remedies as the result of Default
unless such Complaining Party fust gives notice to the Party in Default as provided
in this Section, arrd the Pa(y in DeI'ault fails to cure such Default within the
applicable cure period.
15,2 [91fo9, The Complaining Party shall give written notico of Default to the
Party in Default, specifying the Default alleged by the Complaining Party. Delay
io giving such notice shall not constitute a waiver of any Default nor shali it changc
the time of Default.
15.3 Qp. Subjcct to Section 19, the Parly in Default shall have thirty (30) days
lrom receipt of the notioe of Default to effect a cure prior to cxercise of remedies
by the Cornplaining Party. Ifthe nahue ofthe alleged Default is such that it crlnnot
practicably be cured within such tlirty (30) day period, the cure shall be deemed to
have occurred rvithin such tlnrty (30) day period ifi (a) the cure shall be
commenccd at the earliest practicable date following receipt of the notice; (b) the
cure is diligently prosecuted to completion at all times thereafter; (c) at the earliest
practicable date (in no evcnt later than thirty (30) days after the curing Party's
rcceipt of the notice), the curing Party provides rvritten notioe to the othcr Party that
the cure cannot practicably be completed within such thirty (30) day period; and (d)
the cure is completed at thc carliest placticable date. The Party in Default shall
diligently endeavor to cure, correct or remedy the matter complaincd of, provided
such curo, comection or remedy shall be oompleted within the applicahle time
period set forth herein after receipt of written notice (or such additional time as
may be agreed to by the Complaining Party to be reasonably necessary to coffect
the matter).
15.4 Procedurcfor'Ierrninatin Aureenrent uoon Defnult. If tho City desires
to Tenninate this Agreement in the event of a Default. the matter shall be set for a
public hearing bcfore thc City Council. The burden of proof of whether a Party is
in Default shall be on the Complaining Party. If the City Council determirres that a
Lartlowner is in Default antl has not cured to the City's reasonable satisfaction, or
that the Delault presents a serious risk to public health, safety ol welfarc, the City
Council may Tenninate this Agreanent.
15.5 No Cross Default. Notwitlistandi ng anlhing to the cortrary in this
Agreernent, if a Landowner has effected a Transfer so that its interest in the
Property has been divided between Transferees, then any detennination that a Party
20
is in Default shall be effective only as to the Party to whom the detemination is
made and the portions of the Property in which such Party has an intsrest.
16. Lesal Actions by Parties to the Aereement. lf either Party brings an action or
proceeding (including, without liuritation, any cross-complaint, counterclaim, or
third-party claim) against the other Party by reason of a Default, or otherwise
arising out of this Agreement, the prevailing Party in such action or proceeding
shall be entitled to its costs and expenses of suit, including but uot limited to
reasonable attomeys'fees (including, without limitation, costs and expenses),
which shall be payable whether or not zuch action is prosecuted to judgment.
"Prevailing Party" within the meaning of this Section shall include, without
limitation, a Party who dismisses ari action for recovery hereunder in exchange for
payment of the sums allcgedly due, performance of covenants al'legedly breached,
or oonsideration substantially equal to the relief sought in the action.
17, Third Partv Court Action. lf any coul action or proceeding is brought by any
third parly to challenge any Project Approval or this Agreemen! Landowners shall
have the right to Terminate this Agreonent upon thirty (30) days'notice in writing
to the City, given at any time during the pendency of such action or proceeding, or
within ninety (90) days after the final determination therein (including any
appeals), irrespective of the nature of such final determination, Any such action or
proceetling shall constitute an excuse for nonperformance pursuaut to Section 19.
18, Agreement Runs with the [,and. [xcept as otherwise provided for in this
Agreement, all of dre provisions, agreements, riShts, terms, powers, standards,
covsnants, and obligations contained in this Agreanent shall be binding upon the
partios and their respective heirs, successors and assignees, represortativos, lessees,
and all other persons or entities acquiring the Property, or any portion thereof, or
any intcrcst therein, whether by operation of law or in any manner whatsoever. All
of the provisions of this Agreement shall be enforceable as equitable servitudc and
shall constitute covenants running with the land pursuant to applicable laws,
including, but not limited to, Section i468 of the Civil Code of the State of
Califomia, and thc burdens and benefits shall be binding upon and inure to the
benefit of each of the Parties and their respective heirs, surcessors (by merger,
consolidation, or otherwise), assigns, devisees, administraton. representatives, aud
lcssees,
19.use for N erforntanc Notwithstanding anlthing to the contrary in this
Agrocmcnt, Laudowners and the City shall be excused from performing any
obligation or undertaking provided in this Agreement in the event and so long as
the performance of any such obligation is prevented or delayed, retaldcd or
hindered by act of God, fue, earthquake, flood, explosion, action of the elernents,
war, invasion, insurrection, riot, mob violence, sabotage, shikes, lockouts,
condemnation, litigation challcnging this developmurt agreement or project, court
ordet or any other reason not caused by and not within the oonhol of the Party
claiming the extension of time to perform. The Parly claiming such extension sha1l
21
20.
send written notice of the claimed extension to the othff Party within thirty (30)
days from the commencement of the cause entitling the Party to the extension.
Severabilitv, Except as set forth herein, if any temr, covenant or condition of this
Agreement or the application thereof to any pemon, entity or circumstance shall, to
any extent, bc invalid or unenforceable, the remainder of this Agreement, or the
application of zuch term, covenant or condition to persons, entitios or
circumstances other than those as to which it is held invalid or unenforceable, shall
not be affected thereby and each tcrm, covenant or condition of this Agreernent
shall be valid and be enforced to thc fullest extent permitted by law; provided,
however, if any provision of this Agreement is determined to be invalid or
unenforceabls and the effect thereof is to deprive a Party hereto of an e.ssential
benefit of its bargain herermder, then such Party so deprived shall have the option
to Terrninate this entire Agreement from and after such detsnnination.
21. Waiver Remedies C ativ Failure by a Party to insist upon the strict
performance of any of the provisions of this Agreernent by the other Party,
irrespective of the length of time for which such failure coutinues, shall not
constihrte a waiver of such Party's right to demand strict complianoe by such other
Party in the future. All of the remedies permitted or available to a Party under this
Agreement, or at larv or in equity, shall be cumulative and not altemative, and
invocation of any such right or remedy shall not constitute a waiver or election of
remedies with respect to any other permitted or available right or rernedy.
22. Applicable Law and Yenue. This Agreement, and tJ:e rights and obligations of
the Parties, shall be govcrned by and interpreted in accordance with the laws of the
State of Calilornia. The parties agree that any lawsuit or legal proceeding arising
hereunder shall be heard in the Superior Court of Califomia located in Riverside,
Califomia.
23 Notices. Any notice to either Party required by ttus Agreement shall be in writing
and given by ctelivering the same to such Party in person or by scnding the sarne by
registered or certified mai[, or express mail, rettun receipt requested, with postage
prepaid, to the Partyrs mailing address. The respective mailiug addresses o[ the
Parties are, until changed as hereinafter provided, thc following:
City of Mcnifee
ATTN: City Clcrk
29714 Haun Road
Menif'oe, CA 925 86
With a copy to:
22
City:
Landowner Peter G. Aylward
Shategic Property Advisers, Inc
3250 Vista Diego Road
Jamul, CA 91935-2014
With a copy to:Deruris Fitzpatrick
PacTen Partners
1689 Comstock Avenue
Los Angeles, CA 90024
Any Party may change its mailing address at any time by griog written notice of
sucb change to the other Party in the marmer provided herein at least ten (10) days
prior to the date such change is effected. All notices under this Agreetnent shall be
deemed given, received, nrade or communicated on the date personal delivery is
affected or, if mailed, on the delivery date or attempted delivery date shorvn on the
return receipt.
24 Recordation. The City shall cause this Agreement, any ameudment hereto and any
Termination of eny parts or provisions hereof, to be recorded, at Landowners'
expense, with the County Recorder within forty (40) days of thc Adoption Date
thereof. The failurre of the City to record this Agreement or its Termination or
amendment shall not affect thc validity of and binding obligations set forth in said
document.
){l'urther Assurances, Each Party covenants, on behalf of itself and its succcssors,
heirs and assigns, to take all aotions and do a1l things, and to execute, with
acknowledgment or affidavit if required, any and all docutnents and writings that
rnay be necessary or proper to achieve the purposes and objectives of this
Agreement.
26 Entire Asreement. 'fhis written Agreement and the Exhibits contain all thc
representations and the entire agreement between the Parties with respect to the
subject matter hereof. Except as otherwise specified in this Agreetnent, any prior
conespondence, mcmoranda, agreements, waranties or reprcsentations are
superseded in total by this Agrecment.
27. Constructio n of Asreement. The provisions of this Agrccmcnt and the Exhibits
shall be construed as a whole according to their common meffdng and not strictly
for or against any Party il order to achieve the objectives and purpose of the
23
Parties. The captions preceding the text of each Article, Section, subsection and
the Table of Contents are included only for convenience of referelce and shall be
disregarded in the construction and interpretation of this Agreement. Wher ever
required by thc contcxt, the singular shall include *ro plural and vice versa, and the
masculinc gender shall include the ferninine or neuter genders, or vice versa.
Exhibits to this Agreemeut shall be incorporated into this Agreement as if stated
fully herein. The use in this Agreernent of the words "including", ',such as,, or
words of similar import when following any general tem, statement or matter shall
not be construed to limit such stetement, term or matter to the specific items or
matters, whether or not language of nonlimitation, zuch as "without limitation" or
"but not limited to", or words of similar import, are used with reference thereto, but
rathfi shall bc deaned to refer to all other iterns or matters that could reasonably
fbll within the broadest possible scope of such staternent, term or matter. This
Agreement has been reliewed and revised by legal counsel for both landowncr and
the City, and uo presumption or rule that ambiguities shall be construed against the
drafting Party shall apply to the interpretation or enforcement ofthis Agreemont.
28,Signature Pases, For convenience, the signahres of the Parties to this
Agreement may be executed and acknowledged on separate pages in counterparts
which, when attached to this Agreement, shall constitute this as one complete
Agrecmcnt.
29.Time. Time is of the essence of this Ageelnent and of each and every term and
condition hcrcof.
30. Pre\'f,ilins Wases.Contractor is aware of the requiremorts ol' Califomia Labor
Code Section 1720, et seq., and 1770, ct seq., as well as Califomia Code of
Regulations, Title 8, Section 1600, ot seq., ("Prevailing Wage Laws"), which
require the payment of prevailing wage rates and the perft:rmance of other
requiranenls on "Public Works" and "Maintenance" projects. Landownerc are
responsible for determining whether the Prevailing Wagc laws apply to the
transporlation improvement projects set forth in Recital F. If Landou,ners
determine that the transportation improvements set forth in Recital F are being
oonstructed as paf,t of an applicable "Public Works" or "Maintenance" project, as
defined by the Prevailing Wage Laws, and if the total compen^sation is $1,000 or
more, Landowners agree to fully comply with such Prevailing Wage
Laws. Landowners shall detennine the applicable prevailing rates and make oopies
of the prevailing rates of per dion wages for each craft, classification or type of
worker needed to perfonn the necessary work available to interested parties upon
request, and shall post copies at the Landowner's principal place ofbusiness ancl at
the project site. Landorvner shall delbnd, indernnify and hold the City, its elected
officials, oflicers, employees and agents free and harmless liom any claim or
liability arising out of any failure or alleged failure to comply rvidr the Prevailing
Wage Laws.
24
[END OF TEXT; SIGNATURES NEXT PAGE]
25
IN WITNESS WHEREOF, the City of Menifee, a municipal corporation, has authorized
the execution of this Agreement in duplicate by its Mayor and attested to by its City Clerk
under the authority ofOrdinance No. 2013-133, adopted by the City Council ofthe City of
Menifee on the 20th day of November,20'13, and landowner has caused this Agreement to
be executed.
..CITY''..LANDOWNER"
CITY OF FEE,
a mul]l on
Zeiders Road Business Park, Inc.,
a California corporation
By:
Scott A. Mann, Mayor
ATTEST
#rrur*r'
By: Strategic Property Advisers, Inc.,
a Califomia corporation
Its Authorized Advi Agent
By
Pet President
Commerce Pointc II Menifcc, Inc.,
a Califomia corporation
By:
rathy eenneti 6ity Clerk
Jul ey
Ronald A. Schoen
Chief Financial Officer and Sccretary
By: Strategic Property Advisers, Inc.,
a California corporation
thorized and
By:
l00l?5057.1 r
I ti22,t:l
26
Peter G., President
Ronald A. Schoen
Chief Financial Oflicer and Secretary
APPROVED AS TO FORM:
Its
AGKNOWLEDGMENT
State of California
County of San Diego )
gn November27,2013 before me,J. Ott, Notary Public
(insert name and title of the officeQ
personally appeared Peter G. A lward
in
I certify under PENALTY OF PERJURY under the laws of the State of California that the forogoing
paragraph is true and correct.
J.
WITNESS my hand and official seal.Commi$lon # 202 31
llotary Publlc , C.lllornt.
Ssn 0lago Couoty
\ utt
Comm r0t t 20.2017
Signature (Seal)q
who proved to m€ on the basis of satisfaclory evidence to b€ th6 whose
to me sxecuted the same
on the instrument the
acted,the instrumenl.
ACKNOWLEDGMENT
State of California
County of San Diego )
gn November 27, 20'13 before me,J. Ott, Notary Public
(insert name and title of the officer)
personally appeared
who proved to me on
Peter G. A lward
the basis of satisfactory evidence to be the o whose arbsubscribed to the within instrument and a executed the same in
P"ll*'#::ru:orized capacity(i9d), and
behalf of wh
on th6 instrument theentity upon
I cerlify under PENALTY OF PERJURY und6r the laws of the State of California that the foregoingparagraph is lrug and correct.
WTNESS my hand and official seal J. O]T
CommirrloD ,2021l3ll{ot!ry Pulllc - Cdllorri.
Srn 0l.ro Counly
Cofim.2011
(Seal)
to me
acted, executod the instrument.
Signature
IN WITNESS WHEREOIT, the City of Menifee, a municipal corporatioq has authorized
the execution of this Agreernent in duplicate by its Mayor and attested to by its City Cletk
under the authority of Ordinance No. 2013- 133, adopted by the City Council of the City of
Menifee on the 20th day ofNovember, 2013, and landowner has caused this Agecment to
be executed.
..CITY''"LANDOWNER"
CITY OF MENIFEE,
a municipal corporation
Z,eiders Rood Buslness Park, Inc.,
a California corporation
By:
Scott A. Mann, Mayor
ATTEST:
Kathy Berurett, City Clerk
APPROVED AS TO FORM:
A. Schoen
Chief Financial Offtcer and Secretary
By: Strategic Property Advisers, Inc.,
a Califomia corporation
Its Authorized Adviser and Agent
By:
Peter G. Aylward, Prcsident
Commerce Pointe I[ Menifee, Inc.,
a Califomia corporation
By:Julie H. Biggs, City Attomey
Ronald A. Scho
Chief Financial Officor and Secretary
By: Stategic Prcperty Advisers, Inc.,
a California corporation
Its Authorized Adviser and Agent
By:
Peter G. Aylward, President
t00t2s057.r I
ltnN t3
)6
CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
State of Calitornia
County of
on l,?. O*: lOt a betore me,I€_LL 1<.:6\
)
a (?0ct C
'llopncD fr - =<Ntc>€N
who proved to me on the basis of satisfactory
evidence to be the personlef whose name(O ivarur
subscribed to the within instrument and acknowledged
to me that he/.hsAh.y executed the same in
his/h€rlthsir authorized capacity(ps), and that by
his/herlthcir signaturel, on the instrument the
person(rl, or the entity upon behall of which the
person(rtracted, executed the instrument.
IIETLY
Colrllrillrhn , t$9r5,
liol.ry PuUh . Caflorna.
Lor lrriaLl Cdrt I certify under PENALTY OF PERJURY under the
laws ol the state of calilornia that the foregoing
paragraph is true and correct,
WITNESS my hand and oflicial seal
Signature:
Pl.ce Nolary S6al .ndo. StampAbov.
OPTIONAL
Thwgh the inloflnalion below is not required by hw, il may Nove valuabh to pers,ons rclying on lhe document
and could Wwnt kaudulenl emoval and rcattacfunenl ol this loam lo another d@umonl.
Oescrlption of Attached Document
Title or Type of Documenl:
Documenl Date;Number ol Pages
Signe(s) Other Than Named Above:
Capaclty(ies) Clalmed by Slgne(s)
Signer's Name:_ Signe/s Name
, Corporate Otlicer - Tille(s)
a lndivldual
tr Partner -. Limitsd tr General
U Attomey in Fact
Il Trustee
Ll Guardian or Conservator
tl Other:
- Corporate Otlicer - Title(s)
tl lndividual
n Panner - I- I Limitod tr Gen€ral
i-l Anom€y in Fact
ll Trusteo
;l Guardian or Conservator
I Other:
Signer ls Representing: _Signer ls Representing
FICHT THUMBPBINT
OF SIGNER
FIGHTTHUMAPBINT
OFSIGNEN
O 2008 Naional Norary A3$ido. . 9350 Oo Soro As , P O Bor 24m ' Charswrh CA 9 r 313.2t1@ . lw trarionalNor.ry.org riem r5S07 H.o.der C6rl Tolr.F..€ 1.800.876.6327
personally appeared
))
CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
State of Calilornia
)County of
On le- O-t-'ao l'7- before me,D.!.
Nezt
personally appeared ? cr,nnro A
C rt (=
a,t€-M
rtLLY CAYWOo0
Commilrloo , t94975,
ilohry Pullic - C.llroni.
tol An9.a.. Col.l,
who proved to me on the basis of satislactory
evidonce to be the porsonl4 whose namel9 isi/rKr
subscribed to the within instrument and acknowledged
to me that helshelthep executod the same in
his/hedtbair- authorized capacity(iesl and lhat by
hiyher/their signatural9 on the instrument the
person(s), or the sntity upon behall ol which the
porson(s) acted, executed the inslrum€nt.
I certily under PENALTY OF PERJURY under the
laws of the State ol California that the foregoing
paragraph is true and correcl.
Signature
Place Nolary S6a andor Slamp Abov.s
OPTIONAL
Thougth the inlomalion below b not rcquiBd by lav it may prove vatuable lo pc.s'ons Elying on the docwnent
aN could prcvenl laodulent rcroval and roaftachment ol lhis lorrn to anolhet docufidnl.
Descrlption of Attached Document
Titl€ or Type ol Oocument
Document Date:Number of Pages:
Signe(s) Other Than Named Above
Capacity(ies) Claimed by Signer(s)
Signer's Name Signer's Name
i Corporate Olficer - Title(s):
' lndividual
al Partner - [] Umited I Gansral
L-l Attorney in Fact
Ll Trustee
tr Guardian or Conservator
! Partner - l-l Limitad tl Genersl
l-.r Anomey in Fact
l l Trusteo
fl Guardian or Conservator
, Other : orher:
Signer ls Representing: _Signer ls Bepresenting;
Top ol thumb here
RIGHTTHUMBPFINT
OFs]GNEF
FIGHTTHUMEPFINT
OF SIGNEF
O 2@8 Naridr.t Nota.y A3@r.tion. 9350 os Soro A€ , P.O. Box 2.02. Chlrswoih, CA 9131s.24@ ' ww NrlonalNoiary oQ ll.B 15007 Fl.ordor Call TollFroa l'8@-87G6827
WITNESS my hand and otficial seal.
a Corporale Officer - Title(s):
; I lndividual
Exhibit A
Properfy Descripfion
LEGAL DESCRXPTION
cPl
.I}IENG COI,rf1N['IING NOR'][H ALON6 THE EAS'rMLY UNE OF 5AID PARCH" Z NO,RTH:t3'?5'35',WESr, 4 EISrA[rE 0F 133.33 FEET T0 THE N0KI]|E ts-I CORNER qF SArD pAftCE].
2, SAID FoINT ALSO EEIilG THE SqrrHEAST COFTi|ER 0F FAflCEL I AS SHOWN ON SAID
PARCEI. I{AP 8158;
IHE}JCE t{ORrH ALoNG'mf; EASlmry LINE 6F 5AID FARCEL I HORTH r3qr5,35" WEsr, ADISm$CE Otj U.53,52 FEE];
lXEilCE 0OllllNl]ll'lc NoRTH AtoNG THE EAsImLy UNE OF SAID PAF(EL r ]nRrH
310?006' EAsT, A DISTANCE OF 226.27 FEET TO THE NORTI{EAsT OOftNER OF SAID PARCEL1i
]ltsNcE soutH 89026,oy E 5r, A DISTA CE Ofi 37,10 rEEIi
fiENCE SOi-rrH 09059!30'' WEST, A DIS1A CE CF ?10.15 FEEn
]]{ENCE sQU ftr 12'4}{5' F s,r-, A DIS|ANCE OF 154.03 FEEri
llENcE sot n 00424,17' WElir. A DISI-ANCE 0F 950.m rE[I;
Re{t pmpo*ty tl 0re C.ty of lvlarifbq co{fity ot B\6rgde, sitc of o!fl{ixrla, desolbed as fofl<re :
DMSIofl t.:
lsqFlg 1-f!g ?}No LOrs 8. cAt{D D OF pARcEL r,lAF s158, AS pER },tA8 RECORDED lNB00K 31, pAcE 50 0F PARCEL r,tAps, RecoRDs 0F RrvERsrDE COuItx, cnuronme.
DMsIoN Ir
PARCELA OF LOIU E ADJU$n4!NT No. 0so16 REOOROED.ON IUNE 23, 2006 AS rNgTRUr,lENTll0. 2006-045265? OF NVER9DE ColI{Ty RECOROS, DESCRIBED AS rOtOtrS:
B$NB ,1 PORTTON 0F PARGL 3 oF pAhGL MAp St5B, iS SHOWN lN BOOK 3t pAG€. 50.INOI'SM OF MAIS Ar$D A poRlroN oF TltE SourHi Sr quARrEn br 3-acnorr zi, '
'1914/f!rHrp 6 sourH, RANGE 3 wEsr, 5.B.B.M,, AS DE6CRIBED rht DED RECoflOEDgE_IEltH{ 30, ?005 AS lNsTRrrMENr NUMEER 2005.0813258, RECORD9oF R]vEnSrDE@uNTy, cArFoRNr{ BANG I4ORE pAenculAnly DESCUBED AS FOLLOWS:
BEGINNII.IG AT THE SOUTIWEST CR},ER OF SAID PAR(H.9 SAIO POINT AL.SO BEING A
POINT ON THE q}TIERUNE OF ZEibERS ROAD, AS SHOWN bN SAID PARCEL MAP 8158:
IIIENCE NOR'TH ALONS TTIE WEMRLY IINE OF S.qID PARCEL 3 AND TTIE CETIN:RIWE OFSAID ZEffERs ITOAD NORTII 00%2'06' EAST A DISTANCI OF 440.41 FEETTO TI.IE
NOR:IT{WEST CORNET OF SND PARCEL 3;
THENCE ALONG THE NI{)RTHMLY UNE OF SAIO PARCEL 3, SOUTH 89OE6!0" EAST, A
DISTANCt OF 118I,13 TET TO ftIE NOR'I'HEAST CDRNER OF SAID PARCEL 3;
THEIiCE I,IO(TI"I ATONA TI]E EASIEF.IY.INE Or PARCEL 2 OF $AID PARGL IYIAP 8T58, HOR]H0?003'20' EAtr, A orgrANcE oF 31r.14 FEEt
TI{EIiCE IiOUTII OS'18120' EAsT,A BISTANCE OF 1A,26 FEETi
IHEN,CT NORTH 6S'20'13' WEST,A OISTANOE CF 12,52,15 FEETTO THE POINTOFBEgINNING,
APN: ^38+160"00&.2 (otd) 384-150.000-6 (nev, an.,9E{.r50{1&8 (n6rl fid 984.150.00t 1(old) 304-t 50.000"7 (niw)
R. Duqudtto,
tlo.
Erp,t?.91-
Re€l prop€rt? ln 'ttre oty of
'reflrce,
ounty of Rr$Eruhe, stats of GltrorflB, desfibed a6 fofiu,.*:
.IEIfTANVE PIRCEL MAP NO, 35835, BEINO A DtVtsION OF ,HE FOLLOWIHG:
.IHE IVE$I U OF I}IE FOLLONING DESCRIBED PIIICEL OF I.AND;
sfi ,ffi
ii!.Htffi iiff i^Hi,ttH{f iitT,l[Jf, i,:[T,T,ffi J,omffsrArEs GoVERNMENT suRVEy AND uonr pnnirciliii disiiiirE id'ro[ows;
R. Duquotte, P 7506
cOY,l.lENCiNC AT T,E SO rrl'HEAST @fN-ER.Of THE N,RTHEAST ya oF SA.D SECIION 2i;THEN.E NosTlr 8?o s8' 00" wEsr. ALoNG-rm sourn"Lr,,retiiriiiir#n rorr v*, eDrsrANG 0F 30,00 FEEr ro rHa'm-uE porNr bi.*GrNfiN;; iii'N#t'o*rrn*rc uonr*8so 58' 00' \uEsr, ALo:vc snro som uruE e os.mr.rGc#l_"irii.iiiliir rc rne souB[vFsr.*RNER 0F sArD EAsr Veor smoronrr*dt,a;rn-i*itii6"nir"#ib, rs. wesr,nlonn'lriE wEsrL,NE oF sND EAsr rr2. s83,1e Fr_erro nie-piirin-#iffins^rfioN or nfirA{EsrERLy psoroNoqrroru or rH'e souxEnry rir.rr' o'i pmiteie'i,i !fi'owu oN REcoRD 0FsuRVE' 0N F*E rN BooK ?1. p^cE 33.REc'nos or srirri*,iu,a#i#'iourrv nr.oror,rlENcE NoRrH se6 5? 00r EAn. ALol.r_G rnn wrirE-nli ilbloru"<#ir?u.oF i*irjiaHi,nrv."INE AND sAro S.UTHERw r.rnt r-2e6.25.56pi rO a i;oiniiiitE lo'.iio ren. wrsr or r*,effil rrJlir?:it%h,Lp:es r ri +; rn iwCr sffi 00.';i,,0 0. ;iii;ffi z,oz rrrr ro nn.,
*
AP$lr 384"180-0266
[;'
J
No.7866EAe€1 JI*
rcAt
LEGAL DESCRIPTIOIiI
cP2
Exhibit B
Development Agreement Material Terms
COMMERCE POD{TE PROJECT
Material Terms for penrling Development Agreement
aud Associlted Tract Map
A, httroductlon
The N4enifee cig courrcir uneninrously approveri the co,unerce pointe rroiect ouZeiders Road in 2009. Separarelv, carha,s, ttrc corurry rf zu;;fi;;,a;.'ii;;, "iil".,irt".and Mu:ieta have been working closely to irnplemect improvements to tt" "*irti,rg i-zilii.ottRoad intelchange in an effort to inaprove regionar circulatiou and meet n trr" n orrii n.eor,
"iir"
lomulog Pointe Project is requr.r:d 19 make rnajor improvements ro Zeiders no.a *o ii..orristreet (between Zeiders Road ad Bailey park Bourevard) that wil be inportani t" G. *grriatraffic ciroulation during and after the construction of 'the i-zlslscot'il;,1 trd;;;;;;;However, the eoonomic recessiou has derayed the comrneroe pointe hoject .ra, ,6rr.q*"iry,the .requiled transportation improvements. Tirerefore, ciry staff ,1a tn. c",*"r.""],ir,rtuProject owners have been discussing the terms of a posiible development ugr".orrnt ,r-,ot *orroallow for the compretion of the commeroe pointe irojeot over timc as thirnarket ."tu*r.- irtguarautee the early delivery of the criticsl regional trzursportation impr""..-*. -
ciir".'pi,uir"benefits provided by tire CoT,T.r::- poinre project'tl*ough Ure propor.J i.".f"l#.",agreemelt are outlined on the attached Exhibit A.
l. Pr.oiect _,Apnrovnls and Modigcations, In 2009, the City approvecl plot plans forconrnrerce Pointe I a:rd II on adjaceut parcers foL a total oi sii,lll rq*,. ?*i- rrrr""Project"). The Agreement pror.ides that the projeor may be compret.a on"r-ti*.'- iriaccorda'ce with all the project App'ovals and other iaws auir regulatio,s i, pru." u, oitt "date of the Agreement, The Agreement also establishes a prooess for fie Citv toadministralively appro,e urinor modifioations ro the project rr*rr'r. "alrrtir" ;;;iii,i;footpLi,ts) to aocommodate chariging rnarket conclitions nnd *gf"".rl"J'r"qrii.;;;;;;ffiPlr:ject progresses. The following rofinernents and modiicatio*'" ^,r* pr"i..i- *.oonsidered to be minor modifications trrat srrall_be approved administratively *il";;;;;;-ilto thc Irla.,ri,.g con:mission in accor<'lance with seition 2.20.150 of the MinifeeE6;"&;,(i) chnnges i. landscaping; (ii) variations in the looation or size .l stru"tures trrui ao-noiincrease. the maxirnunr aggregate floor a:ea of trre project, i,cruding "o"rotmutrol o,a.q.slegalio.u of b,ildirg footprints a1,l9ng as no single bLritding exceeds zio,ooo ,q,r*" it"t(iii) variations in the locatiou of utili:ies or orher inliastructuie connec:ion. o. iu"ititi., nnirnaterially afltcting design concepts; (iv) va'iations in the open space or co.servation arcaconfguratio,s that do not reduce the aggregate size of open "space or conservation area; (v)
1
a
l], DevelonmentAsrcengnt(,tAsreement',)
minor adjushrents to the tentative map, finat m.p or the legar doscriptions to accommodateapproved modifications to o*rer.'project approiui.;-iuil-iiap ptrasing and oo.dominiumplans; aad (vii) similar "r"U*.:.11i11r-il "th.e.irino- :ry* ,nu are ministerial in narunand a:e not subject to fi:rther review under the califomia Bo?lroro.ora Quality Act.
2. Conservation Easement. ft: City would agree to aocept the dedication of a 1.97_acreportion of the properrv that is requiredty ou,. u,ia r.i.rJ-ilour"* agencies to be prorecledby a coaservatio'D easement fo-r habitat i"itg"r-,i p1";i;i"tnat the property owners haveestablished a seoured method for nnaing thEffir;; ;;;";.r*.e costs of the easemsntarea The citv and tfie proiecr o't"oers ]nteodlo";;;';h"';,.r-".,ry inro a ra,dscapc andlighring maintenance disnici ,o *,rt nt ru'i*"ul;:"ir;' on uornnrerce pointe wouldprovide fundir:g for rhe citv's expenditures reiarui;;;ilffi*.. and reportiug obligationsfor the coruervation area. The city ..a ,r," pr":.ri
"1*.rs nave executccl a Lefter ofunderstanding for t,e apnrooriate reiouroe agencie; ;"rfr;;g the intention to implementthe Conscrvation Easem.int in u..ordu,r". *iih'iii, ;;;;t^
3' Te rm' The Deveropme't Agrcement wourd bo effective for terl years. The telm of allit}ffl*f'o"s will be exteided *ror"tirutii -,,"rel-rh.
term of the Deveropme't
I .*i:leJs :Roart, The project owners will consfi.uct phase I of the f,siders ftsa6rmprovements to comntence ,po3..F9 earlier of (i) i80 days after rhe p.*fiir-ir*# filmass gtading of the Proiect. or (ii) July r, zols'.' iri*. i'"r Zeiders Road rvill inctuderninimunr standards fo, a Z-tane pav.,t ,,oua*u/ f.o'i" rppro*;rutely 200 feet south ofciccotti street northward to the improved section south o'f-scon Roaa, with o*e level ofasphalt pnvhrg and ctub and gltter_ on the e*t sla. oizJidcrs Road, but no siclcwalks orIandscaping i.corporated in P[ase l. rr,. .*r.,r-.g..."a'3,r,y complete Zeiders Road inaccorda'rce with approved sheet, sewer, water aud finarrup. ptun, prior to issuance of t]refi.st occupaucv pe*nit for the pioject. 'Til ph#i?;td;;'Road i*provemenr prans shalrbe attached ro the final executed Agr.eem* * iJiii[-_ *o __
5' #tr:eot rhe.Project osners will also consurct phase r of the ciccotti streetrDlprovements fiom Zeiders Road to Bairey park sou;;.'d to mioin ur.-utt:ffi;;istcndards for a 2-lane road (without.cwb, dt .i'rid"*.i;'or randscapi*g) to conuneroeupou the earlier of (i) I80 davs rn", irr. p.,"',ir irlr"r;;';;;^, gracling of the proiecr. or(ii) inly l, 2015. The o*r.ri ogre. ro comprete fi.r, "onstru.iio, of cicconi sheet prior.to
i::loTr of trre first occupancy. permir for tr',. p.o.i-..i"'-rrr- prr.r"-i' c,.*,i^il*l1lulprovemenr prans sha, be attached to the final "*r.ii"J Agreemenl as Exhibirs and
6.Crerlits rPh c Im l,e lf ll The timely collstruction of improvementsto Zeidsrs Road anclCicrootti Street, by the Ploject owrers, as well as the required closure ofBailcy Park Drive, is cl'.1ticd ro the Scott hoad Interchange prql ect and the regionaltunsportation system. 'Ihe Scott ltoocl,ll_215 interchnnge is included ill t]re Wostel.nRiversideCouncil of Govenmlents (,WRCOG") 'Iiansportati on Uniform Mitigatiou Feeplogrant and the County ofRivelside(.'TUrvr')
.',
ScoLt Road Road & Bddge Beneift District
('RPBP) prog'am. The cilv of rr,renifee adruinisters colrection of fees and approval of feecredits/reimbursement for developrnent projects within "ity tou,rOariJ;il;i';;administrative guidelines for each respectivi progtan,. under thi Deveropment A;;;;r.the city will use its best efforts to obtain ffival to permit tt. *.frri,,rr,i?:rir"*Jproposed improvenrents to Zeiders Road and
-Ciccotti
street, such ttnt tr.. r.o.;l.i o*n.ii;costs.for delivery of the imprortunt* is credited against the rroj".t o*n Ji-bfidffi.pay the applicable TUMF for the project. If the cosi of the i:nprovemeuts to Zeiders Roadand ciccotti street exceeds the project owners' TUMF obligation, trre proi*iowne* m""request' to wRCoG, a reimbursement [or.suob costs tluoug-h the Tt[r4F ni"s;-;r*extent permissible, the city will provide constuction in illu RBBD t*'"r.iit, ro, trrJ*improvements. In no case sha[ dtrpricate fee credits be issued for the sa,:re costs ,.1-#;;eligible improvernents.
7,, ljlnlnq fof Anprovals aud goustruction, Attached as Exhibit B is a proposedschedule showing tho timing of tt" ,A@-ent, parcel map and corrservation ilil;approvals that rvould allow construction of the iraasportation t rnil;;il; ;;:ilT;Septenrber 2013.
8, Qlhgr-I/guql, aud cuFtpmarr r*.qrr, The Agreement will include other uzual andcustomary provisions, includi'g. a des*iption of.the public benefits from ih;-p,;j." G;artached Exhibit A) and other standard. ti:.ms acldressing transfers *d *rig*r";rd;l;;;obligations and protections, annual review of rhe_ devekipment agrcement, ;rar."n""tr"",default and enlorccmcnts, and other normal ntiscellarroous provrr,or..
Q. Tentdiye Mals
The property owners' have appliecr for two tontativc maps for trre project, which areconsistent rvith the exisling approved plot plaus ancl subsiurtially similai to'th" ,.^tin,te,tative.fl'act map that was previously filed for the project. ThJ ,r."ti"."*E" #ri iEp|ocessed concu[ently with the proposed Agreement ancl intended for consiaeration bv thecity I'jlanning commission prior to rhe city council's .onriJ".udon ni rh;AUffi#. "i;
approved, Lhe tentative rnaps M[ become part of the project Apptovars ,J,ui..t to trr.Agleemcnt,
l
Drhibit A
public Benefits olthe pro.iect,
A' Conributi^g ro an incrrasod qualif of life for local residents by providing jobs inclose proximity to the horne, improving the jobs+o-housing balance f;Ai;;;;pla'ning, and reducing conunr,rtei.traffic to San Diego, OrG;-il ;;rX;il;Counties;
B. Providi,g fiscal benefits to the city's gener.ar fturd in terms of incroased prcperry taxrevenues;
C. Creating substantial employment oppottunities iacluding both short-termconstruction employmont and long+erm permanent employment within City;
D. Providing flmding for hansportation improvements at the fortowing intersections tohelp alleviate existing failing levels of service:
(l ) Soott & Murieta Road;
(2) Zeiders Road/Haun Road & Scott Road;
(3) I-215 southbound ramps & Scon Road;
(4) I-215 northbouud ramps & Scott Road;
(5) Zeiders Road & Keller Road;
(6) Antelope Road & Scott Road; and,
(7) Harur Road & Holland Road.
E. constructing timely and needed backbone i'frastructure to the surounding area,including the following pLrblic inrprovements:
( I ) Zeiders Road between ScoH Road and Keller Road;(2) Ciccotti Street between Zeiders Road and Bailey park Boulevarcl;(3) Bailey Park Boulevard near Ciccotti Street;
(4) Undergrounding of utilities along Zeitlers Road from the south conrmerce pointe
property line to the Scott Road intersection; and,
(5) Expanded storm drain ancr sewer facilities to meet lrojected regional neods.
F. Delivering a high quality industrial development that rvill enlBnce the sruroundinsconrnrunity and provide opportunities to meet the demands oflocal and,"eionur ;"1businesses;
G. Providing rscreational anrenities fo. the ernployees and the community at large; ond,
H. conserving and erLhancing valuable biotogically sensitive areas and open space.
4
1078553?7,7
10nqt3
Exhibit C
Developnrent Impact Fees
a
r,/t
ui
F R
ii
d
t't
$
r/s'r{
I
al
$
B
A
k'f,
F:J
tl..;8t
a,
Y}
r
5
ns
&
U
!:
.V]
I
^l
Iti
I.\
-x
R{,1,
q.
l,t
E.i I
J
,o
n
e 0
[,r
SEE,d
E*lril
Et-FE!obF?X
n
F,
E
&d
J.T
a
n
{l!
I o
7
J''E
F
E
!.st5t
$5
b
sE.Ei
h
3
f,s
.ts
EE
IJ
Ee4.EE+b
B 'ia
EE
.E
c?SE
.-o .g
HP
te
Egr
$$
E{
,E
,E
d
;
.ar
E
E*ibitD
Phase I Zeiders Road Improvement plans
Exhibit I,'
Propertl Depiction of Conservation Easement Area
st Lo:, tr/ot1/6 ofiYlor 1r[.raox orio ll0a-0t-{0-rlarrrlrEEVrs}Er-600-8tG-u-ztlr\],u{mlo!h{t\sr6*ra\( M\ocy\,t! rolg\vrvod\rH
M
ozi)
ul
o0
UI
E50-lllo
E
=Eo
e
E
fi
5
E
E
H
t6
E
k
d
!
E
t
I
I
T
cIit
EiIItiliI
s
Oil$
\ oiagQIHi
-EEnE
uii
L!z
J
FGL]tLaltu0-
8
I
tf
!00lt.l :3 rY6t _27 |
4q
EP
1tr
rH
6'!F,
=;4qbo
qvou su3o!Tr-_---_ *
3 c {
i
E
I
tr
{
{
?
BJ
rJ
s
5
i
EiI:
&
i
H
!
t
3
16I3
9tz ELwISIErNr
I-r A1E3J
z
q
E
Ez
E
E
I
d
3Z
s
L!.iz
-J
F"
E
0_oaC.
ta{.]!q
OYCU SI]
?
qYOB NNYH
rvr dFffi-
{
Exhibit G
Form of Conservation Easement
Zeiders Road Business Park, lnc
c/o Peter G. Aylward
Strategic Property Advisers, lnc.
3250 Vlsta Diego Road
Jamul, CA 91935-20'14
CONSERVATION EASEMENT DEED
This CONSERVATION EASEMENT DEED (,,Conservation Easement,,)is made this _ day of _, 2013 by Zeiders Road Business park, lnc., aCalifornia corporation ("Grantor"), in favor of the City of Menifee (,,Grantee,,),
RECI TALS
A. Grantor is the sole owner in fee simple of real property containing 36.07 acres,located in the city of Menifee, county of Riverside, state of california, designatedAssessor's Parcel Numbers 384-150-008, 384-150-009 and 384-150-01d (the"Property"). The Property is regaly described on Exhibit "A" attached hereto andincorporated by this reference. Grantor intends to grant a conservation easement overa 1.97-aqe portion of the Property (the ,,Easement Area',), The Easement Area islegally described on Exhibit depicted on Exhibit ,,c,, attached hereto andincorporated by this reference.
B. .The Easement Area provides, among other things, compensatory mitigation forunavoidable impacts associated with the commerce pointe lndustrial park p'roject byGranlor pursuant to requirements of the following state and Federal apfrovals(collectively, "Agency Approvals"): ( l) United States Army Corps of Engineers,('AcoE') section 404 Permit No. spL-20'12-ooos2-JpL and any amendments thereto(the "Section 404 Permit").
c. This conservation Easement is designed to satisfy and is granted in satisfaction
of the Agency Approval.
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
D. Consistent with the terms and conditions of this Conservation Easement, the
Easement Area is and will remain in a Natural Condition as defined herein and is
intended to be preserved in its natural, scenic, open condition to maintain its ecological,
historical, visual and educational values (collectively, "Conservation Values,). The
Conservation Values are of importance to the people of the County of Riverside and the
people of the State of California and United States.
E. Grantee is authorized to hold conservation easements pursuant to Civil Code
Section 815.3. Specifically, Grantee is a governmental entity identified in Civil Code
Section 815.3(b) and othervvise authoized to acquire and hold title to real property.
F. The ACOE is the Federal agency charged with regulatory authority over
discharges of dredged and fill material in waters of the United States pursuant to
Section 404 of the Clean Water Act, and is a third party beneficiary of this Conservation
Easement.
ln consideration of the above recitals and the mutual covenants, tenns,
conditions, and restrictions contained herein, and pursuant to the laws of the United
States and State of California, including Civil Code Section 815, et seq., Grantor hereby
voluntarily grants and conveys to Grantee and its successors or assigns, as
appropriate, a Conservation Easement in perpetuity over the Easement Area of the
nature and character and to the extent hereinafter set forth. This Conservation
Easement shall run with the land and be binding on Granto/s heirs, successors,
administrators, assigns, lessees, and other occupiers or users of the Easement Area or
any portion of it.
1. Purpose
(a) The purpose of thjs Conservation Easement is to ensure the
Easement Area will be managed and preserved in a Natural Condition, as defined
herein, in perpetuity and to prevent any use of the Easement Area that will impair or
lnterfere with the Conservation Values of the Easement Area (the "Purpose"). Grantor
intends that this Conservatlon Easement will confine the use of the Easement Area to
such activities that are consistent with this Purpose, including without limitation, those
involving the preservation, restoration, and enhancement of native species and their
habitats.
)
COVENANTS. TERMS, CONDITIONS AND RESTRICTIONS
(b) The term "Natural Condition," as referenced in the preceding
paragraph and other portions of this Conservation Easement, shall mean the condition
of the Easement Area, as it exists at the time this Conservation Easement is executed,
as well as future enhancements or changes to the Easement Area that occur direcfly as
a result of the following activities:
(1) Compensatory mitigation measures, including
implementation, maintenance, and monitoring activities (collectively, "Compensatory
Mitigation") required by the Agency Approval and as described in the Final Habitat
Mitigation and Monitoring Plan dated 22 October 2013 ("Mitigation Plan"), a copy of
which is attached as Exhibit "D;"
(c) To the best of the Grantor's knowledge, Grantor represents and
warrants that there are no structures or improvements existing on the Easement Area at
the time this grant is executed. Grantor further represents and warrants that there are
no other previously granted easements existing on the Easement Area that interfere or
conflict with the Purpose of this Conservation Easement as evidenced by the Tifle
Report attached at Exhibit "E." The present Natural Condition is evidenced in part by
the depiction of the Easement Area attached on Exhibit "F," showing all relevant and
plottable property lines, easements, dedications, improvements, boundaries and major,
distinct natural features such as waters of the United States. Grantor has delivered
further evidence of the present Natural Condition to Grantee and ACOE consisting of
(1) a color aerial photograph of the Easement Area at an appropriate scale taken as
close in time as possible to the date this Conservation Easement is executed; (2) an
overlay of the Easement Area boundaries on such aerial photograph; and (3) on-site
color photographs showing all man-made improvements or structures (if any) and the
major, distinct natural features of the Easement Area.
(d) lf a controversy arises with respect to the present Natural Condition
of the Easement Area, Grantor, Grantee, or ACOE or any designees or agents of
Grantor, Grantee, and ACOE shall not be foreclosed from utilizing any and all other
relevant documents, surveys, photographs or other evidence or information to assist in
the resolution of the controversy.
(2)ln-perpetuity maintenance (''Long-Term Maintenance,') as
described in Section '16 herein; or
(3) Activities described in Sections 4-6 herein.
(e) The term ,,Biological Monitor,, shall mean an independent third_party consultant with knowredge of aquatic resources in the Riverside c"rnt/ur"u ,naexpertise in the field of biology or related field.
2.G Sn To accomplish the Purpose of this ConservationEasement, Grantor hereby grants and conveys the following rights to Grantee. Thesenghlswithout obligation, are also granted to ACOE or their designees as third partybeneficiaries of this Conservation Easement:
Area; and
(a) To preserve and protect the Conservation Values of the Easement
(b) To enter upon the Easement Area and property at reasonabletimes in order to monitor compliance with and to otherwise enforte the t"rr. oilr,,i.Conservation Easement; and
(c) To prevent any activity on or use of the Easement Area that isinconsistent -with . the Purpose of this conservation Easement and to ,"qrii"-ir,"restoration of such areas or features of the Easement Area that may ue o"riug"a'uvany act, failure to act, or any use that is inconsistent with the' eurpose 6i 1r,i"Conservation Easement; and
(d) Arr minerar, air, and water rights necessary to protect and to sustainthe biological resources of the Easement Area, provided tnat iny exercise-or Jucrrrights by Grantee shall not result in conflict vrith suih conservation Values: and
(") Ail present and .future deveropment rights ailocated, impriecr,reserved or inherent in the Easement Area are hereby terminaGd and extinguisr.lej anosuch present and future development rights may noi be used on or kansfirred to anyportlon of the Property, nor any other property ad'jacent or otheMise; and
(0 The right to enforce by any means, including, without limitation,injunctive relief, the terms and conditions of this conservation Easeirent.
3. Prohibited Uses, Any activity on or use of the Easement Areainconsistent with the Purpose of this conservation Easement and not reserved as aright of Grantor is prohibited without limiting the generatity of tne toregohi, itrefollowing uses by Grantor, Grantee, and theii respective guests, agentsl "r".rg;",employees, representatives, successors, and third parties are expressly prohibited'on
4
the Easement Area except as otherurise provided herein or unless speciflcally provided
for in the Agency Approval, the Mitigation Plan, and any easements and reservations of
rights recorded in the chain of title to the Easement Area at the time of this conveyance
(as set forth on Exhibits E and F hereto):
(a) Unseasonable or supplemental watering except for habitat
enhancement activities described in Section 6(b) or the Mitigation Plan;
(b) Use of herbicides, pesticides, biocides, fertilizers, or other
agricultural chemicals or weed abatement activities, except weed abatement activities
necessary to control or remove invasive, exotic plant species as allowed in Section 6(c);
(c) lncompatible fire protection activities except fire prevention activities
set forth in Section 6;
(d) Use of off-road vehicles and use of any other motorized vehicles
except on existing roadways;
(e) Grazing or other agricultural activity of any kind;
(0 Recreational activities including, but not limited to, horseback
riding, biking, hunting orfishing;
(S) Residential, commercial, retail, institutional, or industrial uses;
(h) Any legal or de facto division, subdivision or partitioning of the
Easement Area:
(i) Construction, reconstruction or placement of any building, road,
wireless communication cell towers, or any other structure or improvement, except as
provided for in Section 6, or any billboard or sign except those signs specifically allowed
under Section 5(c);
(k)
or animal species;
Planting, gardening, or introduction or dispersal of non-native plant
(l) Filling, dumping, excavating, draining, dredging, mining, drilling,
removing or exploring for or extraction of minerals, loam, gravel, soil, rock, sand or
other material on or below the surface of the Easement Area;
(m) Altering the general topography of the Easement Area or the
design hydrology for the mitigation channel in the Easement Area, including but not
limited to building of roads, trails, and flood control work; except as permitted by the
5
(j) Dumping soil, trash, ashes, refuse, waste, bio-solids, garbage or
any other material;
Agency Approval, or as necessary to implement the Mitigation Plan, or any right
reserved in Section 6, or Section 16;
(n) Removing, destroying, or cutting of trees, shrubs or other
vegetation, except for (1) emergency fire breaks as required by fire safety ofilcials as
set forth in Section 6(e), (2) prevention or treatment of disease, (3) conkol of invasive
species which threaten the integrity of the habitat, (4) completing the Mitigation Plan, or
(5) activities described in Section 4, Section 6, or Section 16;
(o) Manipulating, impounding or altering any natural watercourse, body
of water or water circulation on the Easement Area, and activities or uses detrimental to
water quality, including but not limited to degradation or pollution of any surface or sub-
surface waters;
(p) Creating, enhancing, and maintaining fuel modification zones
(defined as a strip of mowed land or the planting of vegetation possessing low
combustibility for purposes of fire suppression) or other activities that could constitute
fuel modiflcation zones;
(q) Without the prior written consent of Grantee, which Grantee may
withhold, transferring, encumbering, selling, Ieasing, or othenryise separating the mineral
rights or water rights for the Easement Area; changing the place or purpose of use of
the water rights; abandoning or allowing the abandonment of, by action or inaction, any
water or water rights, ditch or ditch rights, spring rights, reservoir or storage rights,
wells, ground water rights, or other rights in and to the use of water historically used on
or otherwise appurtenant to the Easement Area; and
(0 Creation of any encumbrance superior to this Conservation
Easement, other than those encumbrances sel forth in Exhibit "E" hereto, or the
recording of any involuntary lien (which is not released within thirty calendar days), or
the granting of any lease, license or similar possessory interest in the Easement Area
which will affect the Conservation Values of the Easenrent Area.
4. Grantor's Duties. To accom plish the Purpose of this Conservation
Easement as described in Section 1, Grantor shall undertake the following construction,
maintenance and monitoring of mitigated areas pursuant to the Mitigation Plan until
issuance of final approval per the Agency Approval confirming that Grantor has
successfully completed construction, maintenance and monitoring of mitigated areas
pursuant to the Mitigation Plan ("Final Approval"). This duty is non-transferable.
Grantor, its successors and assigns shall:
(a) Undertake all reasonable actions to prevent the unlaMul entry and
trespass by persons whose activities may degrade or harm the Conservation Values of
the Easement Area. ln addition, Grantor shall undertake all necessary aclions to perfect
Grantee's rights under Section 2.of this Conservation Easement;
6
- (b) cooperate with Grantee, its successors or assigns in the protection
of the Conservation Values;
(c) Pursuant to geglion 16(d), below, repair and restore damage to theEasement Area directry or indirectly caused by Grantor, Grantor,s " guests,representatives, employees..or agents, and third parties within Grantor,s donhol;provided, however, Grantor, its successors or assigns shall not engage in any repair orrestoration work in the Easement Area without first consulting witn ine Grantee or itssuccessor or assigns and ACOE; and
(d) Obtain any applicable governmental permits and approvals for anyactivity or use permitted by this conservation Easement, and any activity or use shall beundertaken in accordance with all applicable federal, state, local and administrativeagency statutes, ordinances, rules, regulations, orders or requirements.
5. Grantee's Duties. To accomplish the
Easement as described in Section 1 , Grantee shall:
(a) Perform at least quarterly compliance inspections of the Easement
Area, prepare an annual inspection report that documents the quarterly inspection
results, and shall make reports available to ACOE upon request;
(b) Upon receipt of Final Approval, perform the Long_Term
Maintenance of the Easement Area as described in Section 16;
(c) Within 90 days of recordation of this Conservation Easement, erectsigns and other notification features saying "Natural Area open space," "proiected
Natural Area," or similar descriptions. Prior to erection of such signage, Grantee shallsubmit detailed plans showing the location and language of such signs to ACoE for
review and approval. The erection and maintenance of informative signage shall not bein direct or potential conflict with the preservation of the Natural condition of theEasement Area or the Purpose of this conservation Easement and shall be performed
in compliance with all applicable statutes, regulations, and permitting requirements;
(d) Pursuant to the requirements of
Purpose of this Conservation
e on 16 below, repair and
restore darnage to the Easement Area directly or indirec y cau sed by Grantee,
Ll rantee's guests, representatives, employees or agents,and third parties within
Grantee's control provided, however, Grantee,its successors or assigns shall not
engage in any repair or restoration work on the Easement Area without first consulting
with Grantor and ACOE; and
(e) Set aside, hold, invest and disburse adequate Special Assessment
District funds (described in s-ection 17) solely for the purposes of preserving reconservation Values of the Easement Area under this conservation Easement inperpetuity.
l
6. Reserved Riohts. Grantor reserves to itself, and to its personal
representatives, heirs, successors, and assigns, all rights accruing from its ownership ofthe Easement Area, including the right to engage in or to permit or invite others to
engage in all uses of the Easement Area that are not expressly prohibited or limited by,and are consistent with, the Purpose of this conservation Easement, including the
following uses:
(a) Access, Reasonable access through the Easement Area and
Property to adjacent land over existing roads, or to perform obligations or other
activities permitted by this Conservalion Easement.
(b)Habitat Enhan ment Activities.Creation and enhancement of
native plant communities, including the right to plant trees and shrubs of the same type
as currently existing on the Easement Area. so long as such activities do not harm ihe
habitat types identified in the Agency Approval or Mitigation plan. For purposes of
preventing erosion and reestablishing native vegetation, the Grantor shall have the rightto revegetate areas that may be damaged by the permitted activities under this
qeatjr+4, naturally occurring events or by the acts of persons wrongfully damaging the
Natural condition of the Easement Area. Prior to any habitat enhancement activities,
Grantor shall have a Biological Monitor submit detailed plans to ACOE for review and
approval. Habitat enhancement activities shall not be in direct or potential conflict with
the preservation of the Natural condition of the Easement Area or the purpose of thisconservation Easement and shall be performed in compliance with ali applicable
statutes, regulations, and permitting requirements.
(c)Veoetation.Debris. and Exotic J ecies Removal. Removal oro
trimming of vegetation downed or damaged due to natural disaster, removal of man-
made debris, removal of parasitic vegetation (as it relates to the health of the host
plant) and removal of non-native or exotic plant or animal species. Vegetation, debris,
and exotic plant species removal shall not be in direct or potential conflict with thepreservation of the Natural condition of the Easement Area or the purpose of this
conservation Easement and shall be performed in compliance with all applicable laws,
regulalions, and permitting requirements.
(d)with D ment of Ptn o
Notwithstand
Easement is
Grantor's su
ing anything set forth herein to the contrary, nothing in this Conservation
intended nor shall be applied to in any way limit Grantor or any of
ccessors and assigns from (1)conskucting, placing, installing, and/or
erecting any improvements upon the portions of the property not constituting the
Easement Area and/or (2) developing adjoining property for any purposes, except as
limited by any local, state or federal permit requirements for such developmeni and
provided that for all of the above clauses (1) and (2) neither such activity nor any effect
resulting from such activity amounts to a use of the Easement Area, or has an impact
upon the Easement Area, that is prohibited by Section 3 above,
The right, in an emergency situation only, to
8
(e)Fire Protection
maintain firebreaks (defined as a strip of plowed or cleared land made to check the
spread of a fire), trim or remove brush, otheruise perform preventative measures
required by the fire department to protect structures and other improvements from
encroaching fire. All other brush management activities shall be limited to areas
outside the Easement Area.
7. Enforcement
(a) Right to Enforce. Grantor, its successors and assigns, grant to
ACOE, the U.S. Department of Justice, and the State of California a discretionary right
to enforce this Conservation Easement in a judicial or administrative action against any
person(s) or other entity(ies) violating or attempting to violate this Conservation
Easement; provided, however, that no violation of this Conservation Easement shall
result in a forfeiture or reversion of title. The ACOE, U.S. Department of Justice, and
the State of California shall have the same rights, remedies and limitations as Grantee
under this Section 7, The rights under this Section are in addition to, and do not limit
rights conferred in Section 2 above, the rights of enforcement against Grantor, Grantee
and their successors or assigns under the Agency Approval, or any rights of the various
documents created thereunder or referred to therein. The term "Party" means Grantor
or Grantee, as the case may be. Grantor, Grantee, and any third party beneficiaries,
when implementing any remedies under this easement, shall provide timely written
notice to each other of any actions taken under this section, including, but not limited to
copies of all notices of violation and related correspondence.
(b)l'{otioe of Vtelation. ln the event that a Party or its employees,
agents, contractors or invitees is in violation of the terms of this Conservation Easement
or that a violation is threatened, the non-violating Party and/or third party beneficiaries
may demand the cure of such violation. ln such a case, the non-violating Party and/or
third party beneficiaries shall issue a written notice to the violating Party (hereinafter
"Notice of Violation") informing the violating Party of the actual or threatened violations
and detnanding cure of such violations. The Notice of Violation shall be sent to the
other Party and third party beneficiaries listed under Section 14 of this Conservation
Easement.
(c)Time to Cure. The violating Party shall cure the noticed violation
within thirty (30) days of receipt of said written Notice of Violation. lf said cure
reasonably requires more than thirty (30) days, the violating Party shall, within the thirty
(30) day period, submit to the non-violating Party and/or third party beneficiaries, as the
case may be, for review and approval a plan and time schedule to diligently complete a
cure. The violating Party shall complete such cure in accordance with the approved
plan. lf the violating Party disputes the notice of violation, it shall issue a written notice
of such dispute (hereinafter "Notice of Dispute") to the appropriate Party and/or third
party beneficiary within thirty (30) days of receipt of written Notice of Violation.
I
(d) Failure to Cure. lf the violating Party fails to cure the violation
within the time period(s) described in Section 7(c), above,or Section 7(e)(2), below, the
non-violating Party and/or third party beneficiaries may bring an action at law or in
equity in a court of competent jurisdiction to enforce compliance by the violating party
with the terms of this Conservation Easement. ln such action, the non-violating Party
and/or third party beneficiaries may:
(1) Recover any damages to which they may be entifled for
violation by the violating Party of the terms of this Conservation Easement or for any
injury to the Conservation Values of the Easement Area. The non-violating Party shall
first apply any damages recovered to the cost of undertaking any corrective action on
the Easement Area. Prior to implementation of any remedial or restorative actions
pursuant to this paragraph, ACOE shall be consulted.
(2) Enjoin the violation by temporary or permanent injunction
without the necessity of proving either actual damages or the inadequacy of otherwise
available legal remedies.
(3) Obtain other equitable relief, including, but not limited to, the
restoration of the Easement Area to the condition in which it existed prior to any such
violation or inlury. This remedy is expressly available notwithstanding the ability to
claim damages as provided for in subdivision (1).
(e) Notice of Dispute
(1) lf the violating Party provides the non-violating Party and/or
third party beneficiaries with a Notice of Dispute, as provided herein, the non-violating
Party and/or third party beneficiaries shall meet and confer with the violating Party at a
mutually agreeable place and time, not to exceed thirty (30) days from the date that the
non-violating Party and/or third party beneficiaries receive the Notice of Dispute. The
non-violating Party and/or third party beneficiaries shall consider all relevant information
concerning the disputed violation provided by the violating Party and shall determine
lvhether a violation has in fact occurred and, if so, whether the Notice of Violation and
demand for cure issued by the non-violating Party and/or third party beneficiaries is
appropriate in light of the violation.
(2) If, after reviewing the violating Party's Notice of Dispute,
conferring with the violating Party, and considering all relevant information related to the
violation, the non-violating Party and/or third party beneficiaries determine that a
violation has occurred, the non-violating Party and/or third party beneficiaries shall give
the violating party notice of such determination in writing. Upon receipt of such
determination, the violating Party shall have fifteen (15) days to cure the violation. lf
said cure reasonably requires more than fifteen (15) days, the violating Party shall,
within the fifteen (15) day period, submit to the non-violaling Party and/or third party
beneficiaries for review and approval a plan and time schedule to diligently complete a
l0
(1) If any party receives a Notice of Vioration that is in materiarconflict with one or more prior written Notices of Violation that trve not yuinu"n .r*oby the Party (hereinafter "Active Notice(s) of violation,') such that the conflict maies itimpossible for the Party to carry out the cure consisteni with all prior nctiv" Noires'orViolation, the_Party shall give. written notice (hereinafter ,Notice of conflict,) t,o ihenon--violating Party and/or third pa(y beneficiaries issuing the later, conflictinj lirii""t.lof Violation. The Party sharr issue said Notice of co'nfrict to tn" "ppi"pl,.i;6';;.-violating Party and/or third party beneficiaries within fifteen (15) days oitnJ i".uipioreach. such conflicting Notice of Violation. A valid Notice of bonflici srra| oescriUJ ineconflict with specificity, includhg a description of how the conflict makes ;;;pl;;."with all Active Notices of Violation impossible.
cu re The violating Party sharr comprete such cure in accordance with the approved
p lan.
(f)flictin tic Viol
(2) Upon issuing a valid Notice of Conflict to the appropriatenon-violating Party and/or third party beneficiariES as described above, the violatingParty shall not be required to carry out the cure described in the conflicting Notice orNotices of Violation until such time as the non-violating Party responsible for saidconflicting Notice(s) of Violation issue(s) a revised Notice of Violation that is consistentwith prior Active Notices of Violalion, Upon receipt of a revised, consistent Notice ofViolation, the violating Party shall carry out the cure recommended in such notice withinthe tinre period(s) described in Section 7(c) above. Notwithstandi ng Section 7(q),fa ilure to cure within said tlme period(s) shall entitle the non-violating Party to theremedies described in Section 7(d) and Section7 (h)
(3) The failure of the violating party to issue a valid Notice ofConflict within fifteen (15) days of receipt of a confliciing Notice ot Violation stratt rlsurtin a waiver of the violating party,s ability to claim a confliit.
(S) lmmediate Action. ln the event that circumstances requireimmediate action to prevent or mitigate significant damage to the conservation Vaiuesof the Easement Area, the Party and/or third party beneficiary seeking enor""mentpursu.ant to section 7(b) above may immediateiy pursue all availa-ble remedies,including injunctive relief, available pursuant to both this conservation Easement-anostate and federal law after giving the violating party at least twenty four (24) hours,written notice before pursuing. suci remedies. -so long as such tweniv+ou, ii+l nou,s,notice is given, the non-violating party may immediately pursue all available ,ur"oi",without waiting for the expiration of the time periods piovided for cure or Notice ofDispute as described in section 7(c). The written notice pursuant to this paragraph maybe transmitted to the violating Party by facsimile and shall be copied to ir.'lu oir,"r" e*tyand/or third party beneficiaries listed in section 14 of this conservation Easement, iherights of the non-violating Party and/or third party beneficiaries under this paragrapn
l1
apply equally to actual or threatened violations of the terms of this Conservation
Easement. The violating Party agrees that the remedies at law for any violation of the
terms of this Conservation Easement are inadequate and that the non-violating Party
and third pa(y beneficiaries shall be entitled to the injunctive relief described in this
section, both prohibitive and mandatory, in addition to such other relief to which they
may be entitled, including specific performance of the terms of this Conservation
Easement, without the necessity of proving either actual damages or the inadequacy of
otherwise available legal remedies. The remedies described in this Section 7(q) shall be
cumulative and shall be in addition to all remedies now or hereafter existing at law or in
equity, including but not limited to, the remedies set forth in Civil Code Section 815, et
seg., inclusive.
(h)Costs of Enforcement Any costs incurred by a Party in enforcing
the ternrs of this Conservation Easement against another Party, including, but not
limited to, costs of suit and attorneys'fees, and any costs of restoration necessitated by
a Party's violation or negligence under the terms of this Conservation Easement shall
be borne by the violating Party.
(i) Enforcement Dlscretion- Enforcement of the terms of this
Conservation Easement by a Party and/or third party beneficiary shall be at the
discretion of the Party and/or third party beneficiary, and any forbearance by such Party
and/or third party beneficiary to exercise its rights under this Conservation Easement in
the event of any breach of any term of the Conservation Easement by a Party or any
subsequent transferee shall not be deemed or construed to be a waiver by the non-
violating Party and third party beneficiary of such terms or of any subsequent breach of
the same or any other term of this Conservation Easement or of any of the rights of the
non-violating Party and third party beneficiary under this Conservation Easement. No
delay or omission by the non-violating Party and/or third party beneficiaries in the
exercise of any right or remedy upon any breach by the violating Party shall impair such
right or remedy or be construed as a waiver. Further, nothing in this Conservation
Easement creates a non-discretionary duty upon the non-violating Party and/or third
party beneficiaries to enforce its provisions, nor shall deviation from these terms and
procedures, or failure to enforce its provisions give rise to a private right of action
against the non-violating Party and/or third party beneficiaries by any third parties.
0)Acts Bevond Grantor's Control.Nothing contained in this
Conservation Easement shall be construed to entitle Grantee, its successors or assigns
to bring any action against Grantor, its successors or assigns for any injury to or change
in the Easement Area resulting from,
(1) Any natural cause beyond Grantor's control, including
without limitation, fire not caused by Grantor, flood, storm, and earth movement;
(2)
conditions to prevent,
Any
abate,
prudent action taken by Grantor under emergency
or mitigate significant injury to the Easement Area
t2
(k)Acts ond Grantee's Control Nothing contained in th is
conservation Easement shall be consirued to enti e Grantor, its successors or assignslo bring any action against Grantee, its successors or assigns for any injury to or
change in the Easement Area resulting from:
(1) Any natural cause beyond Grantee's conkol, includtng
without limitation, fire not caused by Grantee, flood, storm, and earth movement;
resulting from such causes; provided that once the emergency has abated, Grantor, its
successors or assigns promptly take all reasonable and necessary actions required to
reslore the Easement Area to the condition it was in immediately prior to the
emergency;
(3) Acts by Grantee, ACOE, or their employees, directors,
officers, agents, contractors, or representatives; or
(4) Acts of third parties (including any governmental agencies)
that are beyond Grantor's control.
Notwithstanding the foregoing, Grantor must obtain any applicable governmental
permits and approvals for any emergency activity or use permitted by this conservation
Easement, and undertake any activity or use in accordance with all applicable federal,
state, local and administrative agency statutes, ordinances, rules, regulations, orders or
requirements.
(2) Any prudent action taken by Grantee under emergency
conditions to prevent, abate, or mitigate significant iniury to the Easement Area
resulting from such causes, provided that once the emergency has abated, Grantee, its
successors or assigns promptly take all reasonable and necessary actions required to
restore the Easement Area to the condition it was in immediately prior to the
emergency;
(3) Acts by Grantor, ACOE or thelr employees, directors,
officers, agents, contractors, or representatives; or
(4) Acts of third parties (including any governmental agencies)
that are beyond Grantee's control.
Notwithstand ing the foregoing, Grantee must obtain any applicable governmental
permits and approvals for any emergency activity or use permitted by this conservation
Easement, and undertake any activity or use in accordance with all applicable federal,
state, local and administrative agency statutes, ordinances, rules, regulations, orders or
requirements.
l3
L Access. This Conservation Easement does not convey a general right of
access to the public or a general right of access to the Easement Area.
(a) Grantor, its successors and assigns retain all responsibilities and shall
bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and
maintenance (except Long-Term Maintenance pursuant to section '16) of the property.
Grantor agrees Grantee and ACoE shall not have any duty or responsibility for theoperation, upkeep, or maintenance (except Long-Term Maintenance pursuant tosection 16) of the Property, the monitoring of hazardous conditions theieon, or theprotection of Grantor, the public or any third parties from risks relating to conditions onthe Property. Grantor, its successor or assign remains solely responsible for obtaining
any applicable governmental permits and approvals for any activity or use permitted by
this conservation Easement, and any activity or use shall be undertaken in accordance
with all applicable federal, state, local and administrative agency statutes, ordinances,
rules, regulations, orders and requiremenls.
9. Costs and Liabilities
(b)Hold Harmless
(1) Grantor, its successors and assigns shall hold harmless, protect,
defend and indemnify ACOE and their respective directors, officers, employees, agents,
contraclors, and representatives and the heirs, personal representatives, succelsorsand assigns of each of thern ('ACOE lndemnified party,, and collectively, ',ACOElndemnified Parties") from and against any and all liabilities, penalties, cosis, losses,
damages_, expenses (including, without limitation reasonable attorneys, fees andexperts' fees), causes of action, claims, demands, orders, liens or judgments (each a"Claim" and, collectively, "Claims"), arising from or in any way connected with: injury toor the death of any person, or physical damage to any property, resulting from any lct,omission, condition, or other matter related to or occurring on or about the Easement
Area, regardless of cause unless caused by the negligence or willful misconduct of any
of the ACOE lndemnified Parties.
\2) Grantor, and its successors and assigns shall hold harmless,protect, defend and indemnify Grantee and its respective directors, officers, employees,
agents, contractors, and representatives and the heirs, personal representatives,
successors and assigns of each of them ("Grantee lndemnified party" and collectively
"Grantee lndemnified Parties") from and against any and all claims which are incontravention of this conservation Easement, arising from or in any way connected
with: inlury to or the death of any person, or physical damage to any propedy, resulting
from any act, omission, condition, or other matter related to or occurring on oi about the
Easement Area regardless of cause unless caused by the negligence or willful
misconduct of any of the Grantee lndemnified Parties.
10. Taxes. No Liens. Grantor and its successors and assigns shall pay
before delinquency all taxes, assessments, fees, and charges of whatever descripiion
levied on or assessed against the Property by competent authority, including any taxes
t4
imposed upon, or incurred as a result of, this Conservation Easement, and shall furnish
Grantee and ACOE with satisfactory evidence of payment, if assessed, upon request.
Grantor, Grantee, and their successors and assigns shall keep the Easement Area freefrom any liens. Should either Grantor's work or Grantee's work in or upon the
Easement Area result in a lien on the Easement Area Grantor or Grantee, as the case
may be, shall take all steps required to have said lien removed from the Easement
Area.
11 . Condemnation. lf the Easement Area is taken, in whote or in part, by
exercise of the power of eminent domain, Grantor and Grantee shall be entitled to
compensation in accordance with applicable law.
12. Subse fe rs
(a)By Grantee.
(2) Grantee shall record the assignment in the County of
Riverside; and
(3) Unless otherwise agreed by Grantor, Grantee and ACOE,
along with such transfer of this Conservation Easement, Grantee shall transfer any
special assessment district funds collected for the management, maintenance and
monitoring of this Conservation Easement, after deducting reasonable costs of transfer
and the cost of satisfying all outstanding contracts and obligations.
(b)Bv Grantor.
(1) The covenants, conditions, and restrictions contained in this
Conservation Easement are intended to and shall run with the land and bind all future
owners of any interest in the Easement Area. Grantor, its successor or assign agrees
to (i) incorporate by reference to the title of and the recording information for this
Conservation Easement in any deed or other legal instrument by which each divests
itself of any interest in alJ or a portion of the Easement Area, including, without
limitation, a leasehold interest and (ii) give actual notice to any such transferee or
lessee of the existence of this Conservation Easement. Grantor, its successor and
assign agrees to give written notice to Grantee and ACOE of the intent to transfer any
t5
(1) This Conservation Easement is transferable by Grantee, but
Grantee may assign its rights and delegate obligations under this Conservation
Easement only to an entity or organization authorized to acquire and hold conservation
easements pursuant to Civil Code Section 815,3 and Government Code Section 65966
(or any successor provision(s) then applicable) and only with the prior written approval
of Grantor and ACOE; and
(2) From and after the date of any transfer of all or any portion
of the Easement Area by Grantor and each transfer thereafter, (i) the transferee shallbe deemed to have assumed all of the obligations of Grantor as to the portion
transferred, as set forth in this Conservation Easement, (ii) the transferee shall be
deemed to have accepted the restrictions contained herein as to the potion transferred,
(iii) the transferor, as applicable, shall have no further obligations hereunder except for
any obligations pursuant to section 20(q), and (iv) all references to Grantor in this
Conservation Easement shall thereafter be deemed to rsfer to such transferee.
13, Additional lnterests, Grantor, its successors and assigns shall not grant
additional easements or other interests in the surface or subsurface of the Easement
Area (other than a security interest that is subordinate to this conservation Easement)
without the prior written aulhorization of Grantee and ACOE. lt shall be reasonable foi
Grantee and ACoE to withhold consent for the grant of additional easements or other
interest ln the Easement Area thal are in direct or potential conflict with the Agency
Approval and the preservation of the Purpose and the Natural condition or tn6
Easement Area as defined in section 1 of this conservation Easement or will impair or
otherwise interfere with the conservation Values of the Easement Area. Grantor or its
successors and assigns shall record any additional easements or other interests in the
Easement Area approved by Grantee and ACoE, in the official records of Riverside
county, california and shall provide a copy of the recorded document to Grantee and
ACOE.
14. Notices. All notices, demands, requests, consents, approvals, or
communications from one party to another shall be personally delivered or sent by
facsimile to the persons set forth below or shall be deemed given five (5) days after
deposit in the United States mail, certified and postage prepaid, return receipt
requested, and addressed as follows, or at such other address as any party may from
time to time specify to the other parties in writing:
To Grantor:Zeiders Road Business Park, lnc.
c/o Peter G. Aylward
Strategic Property Advisers, Inc,
3250 Vista Diego Road
Jamul, CA 91 935-20'14
City of Menifee
29714 Haun Road
Menifee, CA 92586
To Grantee:
t6
interest at least sixty (60) days prior to the date of such transfer. The failure of Grantor,
its successor or assign to perform any act provided in this Section 12 shall not impair
the validity of this Conservation Easement or limit its enforceability in any way, and
Grantor, its successors or assigns assume any liability relating to transfe(s) or
assignment(s) to bona fide purchasers without notice of the existence or terms of this
Conservation Easement.
15. Amendment. Grantor and Grantee may amend this conservationEasement only by mutual written agreement and with the written consent of ACOE. Anysuch amendment shall be consistent with the purpose of this conservation Easementand shall not affect its perpetual duration Grantor shall record any amendments io ftrisconservation Easement approved by the Grantee and ACOE in ihe official records orRiverside county, california and shall provide a copy of the recorded documenltolhe
Grantee and ACOE.
FAX: 951-679-3843
With a copy to:District Counsel
U.S. Army Corps of Engineers
Los Angeles District
915 Wilshire Boulevard, Room 1535
Los Angeles, CA 90017-3401
F/X: 213-452-42'17
(d) Grantor Restoration. When activities are performed pursuant toSection 1 ) for which Grantor is responsible,Grantee, its successors and assigns,shall retain, at Grantor's expense, a qualified Biological Monitor to prepare aRestoration Plan and to oversee/monito r such restoration activities. Grantee shall haveits Biological Monitor submit a draft Restoration PIan to Grantor and ACOE for reviewand for the ACOE written approva prior to its implementation. Upon completion ofrestoration as specified in the approved Restoration Plan, Grantee shal I have aBiological Monitor prepare a detailed monitoring report, and Grantee shall make the
OE within thirty (30) days of completion of restoration
16. Lonq-TermMaintenance.
_ (a) Grantee's Resoons"ibilitigs for Maintenance and Manaoernent.Grantee,itssuccessorsandassignsShallberes@g,
long-term maintenance and management of the Easement Area. ' such 'rond-i"rm
maintenance and management shall consist of the following activities: (1) i'nnuatremoval of trash or man-made debris and (2) annual maintenaice of signage and othernotification features installed pursuant to Section 5(c).
(b) Restoration Responsibirities. Grantor, Grantee, theirsuccessorsand assigns shall each individually be obligated to repair, remediate, or restoi" th"Easement Area damaged by any activities prohibited by section 3 herein for which ii lsresponsible.
(c) Annual Reportinq. Grantee, its successors and assigns shallprepare an annual monitoring and maintenance report documenting activitiesperformed under ggg[sn ']6Ia) above, and shail make such report avail-able to theGrantor and ACOE upon request.
l7
report available to Grantor and AC
17. Annexatio into Special Assess ment District Grantor shall petition to
have the Easement Area included as a new zone to be annexed into Landscape and
Lighting Maintenance District ( L&LMD") No. 89-1-Consolidated in the County of
Riverside, California, and shall approve the levy of assessments thereunder such that
upon Final Approval, funds from the collection of assessments on the Property are
available for the perpetual management, maintenance, and monitoring of the Easement
Area as required under this Conservation Easement.
18. Recordation. Grantee shall promptly record this instrument in the official
records of Riverside County, California and immediately notify the Grantor and ACOE
through the mailing of a conformed copy of the recorded easement.
19. Estoopel Certificate. Upon request, Grantee shall within fifteen (15) days
execute and deliver to Grantor, its successors and assigns any document, including an
estoppel certificate, which certifies co'npliance with any obligation of Grantor, its
successors and assigns contained in this Conservatlon Easement and otherwise
evidences the status of this Conservation Easement as may be requested by Grantor,
its successors and assigns.
lti
activities. Grantee, its successors or assigns and Biologicat Monitor shall sign the
monitoring report, and the report shall document the Biological Monitor,s name and
affiliation, dates Biological Monitor was present on-site, activities observed and their
Iocation, Biological Monitor's observations regarding the adequacy of restoration
performance by the Grantee, its successors or assigns, or its contractor in accordance
with the approved Restoration Plan, corrections recommended and implemented.
Grantor shall be responsible for compensating and/or reimbursing Biological Monitor
and Grantee for all reasonable and ordinary expenses incurred by them in discharging
their respective responsibilities under this subsection within thirty (30) days of invoice.
(e) Grantee Restoration. When activities are performed pursuant to
Section 16(b) for which Grantee is responsible, Grantee shall retain, at Grantee,s
expense, a qualified Biological Monitor to prepare a Restoration Plan and to
oversee/monitor such restoration activities. Grantee shall have a Biological Monitor
submit a draft Restoration Plan to ACOE for review and wriften approval prior to its
implementation. Upon completion of restoration as specified in the approved
Restoration Plan, Grantee shall have a Biological Monitor prepare a detailed monitoring
report, and Grantee shall make the report available to ACOE within thirty (30) days of
completion of restoration activities. Grantee, its successors or assigns and Biological
Monitor shall sign the monitoring report, and the report shall document the Biotogical
Monitor's name and afflliation, dates Biological Monitor was present on-site, activities
observed and their location, Biological Monitor's observations regarding the adequacy
of restoration performance by the Grantee, its successors or assigns, or its contractor in
accordance with the approved Restoration Plan, corrections recommended and
implemented.
(a)Controll no Law The laws of the United States and the State ofcalifornia, disregarding the conflicts of law principles of such state, shall govern the
interpretation and performance of this Conservation Easement,
(b) Liberal Construction. Any general rule of construction to thecontrary notwithstanding, this conservation Easement shall be liberally construed infavor of and to effect the Purpose of this conservation Easement and the policy andpurpose set forth in california civil code section 81 5, et seq, lf any provision in thisinstrument is found to be ambiguous, an interpretation consistent with the purpose ofthis conservation Easement that would render the provision valid shall be favored over
any interpretation that would render it invalid
(c) severabilitv. lf a court of competent jurisdiction voids or invaridates
on its face any provision of this conservation Easement, such action shall not affect the
remainder of this conservation Easement. lf a court of competent jurisdiction voids orinvalidates the application of any provision of this conservation Easement to a person
or circumstance, such action shall not affect the application of the provision to otherpersons or circumstances.
(d) Entire Aoreement. This instrument together with the aftached
exhibits and any documents referred to herein sets forth the entire agreement of theparties with respect to the conservation Easement and supersedes all prior
discussions, negotiations, understandings, or agreements relating to the conservalion
Easement. No alteration or variation of this instrument shall be valid or binding unless
contained in an amendment in accordance with Section 15.
(e)No Forfeiture. Nothin g contained herein will result in a forfeiture or
reversion of Grantor's title in any respect.
(0 Successors and Assions. The covenants, terms, conditions, andrestrictions of this conservation Easement shall be binding upon, and inure to thebenefit of, the parties hereto and their respective personal representatives, heirs,
srrccessors, and assigns and shall constitute a servitude running in perpetuity with the
Easement Area. The covenants hereunder benefiting Grantee shall also uenefit RcoE
as a third party beneficiary.
(s)Terminati on of Riohts and Oblioations Provided the hansfer wasconsistent with the terms of this Conservation Easement, a party,s rights and
obligations under this conservation Easement shall terminate upon transfer of theparty's interest in the Conservation Easement or Easement Area (respectively), except
that liability for acts or omissions occurring prior to transfer shalt survive transfer.
(h) Captions. The captions in this instrument have been inserted
19
20. GeneralProvisions.
solely for convenience of reference and are not a part of this instrument and shall haveno effect upon its construction or interpretation.
(i) Counterparts. The parties may execute this instrument in two ormore counterparts, which shall, in the aggregate, be signed by all parties; eachcounterpart shall be deemed an original instrument as against iny pirty who hassigned it. ln the event of any disparity between the counterparis'produced, therecorded counterpart shall be controlling.
0) Exhibits. All Exhibits refened to in this Conservation Easement areattached and incorporated herein by reference.
(k)azard S a rial
ofa
20
(1) Grantor represents it is unaware of any rerease or threatened rereaseof Hazardous Materials (defined below) or underground storage tanks existing,generated, treated, stored, used, released, disposed of, deposited oi abandoned in, on,under, or from the Property, or transported to or from or affecting the property.
(2) Without limiting_ the obligations of Grantor herein, Grantor herebyreleases and agrees to indemnify, protect, defend and hold harmless the Granteelndemnified Parties and the ACOE lndemnified parties (deflned in section g(cx1) and9(cx2)) against any and alt claims (defined in section 9(cX1)1 -rislng fro;- orconnected with any Hazardous Materials present, alleged to be present, oiotherwiseassociated with the Property at any time, except that this release and indemnificationshall be inapplicable to Grantee lndemnified parties and to ACOE lndemnified parties
with respect to any Hazardous Materials placed, disposed or released by Granteelndemnified Parties or ACoE lndemnified parties. This release and indemnificationincludes, without limitation, clajms for (i) injury to or death of any person or physical
!amage to any property; and (ii) the Grantor's violation or alleged violation of, or otherfailure to comply with, any Environmental Laws (defined below).
(3) Despite any contrary provision of this Conservation Easement, theparties do not intend this conservation Easement to be, and this conservation
Easement shall not be, construed such that it creates in or gives Grantee and ACoE
any of the following:
(i) The obligations or liabilities of an ,,owner', or,,operator,,,as
those terms are defined and used in Environmental Laws (defined below), including,without limitation, the comprehensive Environmental Response, compensation andLiability Act of 1980, as amended (42 u.s.c. section g601 et seq.; hereinafter,"CERCLA"); or
(ii) The obligations or liabilities of a person described in 42U.S.C. Section 9607(a)(3) or (4), or
(iii) The obligations responsible person under any
(iv) The right to investigate and remediate any Hazardous
IVlaterials associated with the Property unless said investigation or remediation is
related to the investigation or remediation of the Easement Area; or
(v) Any control over Grantor's ability to investigate, remove,
remediate or otherwise clean up any Hazardous Materials associated with the property
unless said investigation or remediation by Grantor is related to the Easement Area.
The term "Hazardous Materials" includes, without limitation, (a) material that is
flammable, explosive or radioactive; (b) petroleum products, including by-products and
fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic
substances, or related materials defined in CERCLA; Resource conservation and
Recoyery Act (42 U.S.C. 690't et seq.); the Hazardous Materials Transportation Act (49U.s,c. section 5101 et seq.); the Hazardous waste control Law (california Health &safety code section 25100 et seq.); the Hazardous substance Account Act (california
Health & safety code section 25300 et seq.), and in the regulations adopted andpublications promulgated pursuant to them, or any other applicable federal, state or
local laws, ordinances, rules, regulations or orders now in effect or enacted after the
date of this Conservation Easement.
The term "Environmental Laws" includes, without limitation, any federal, state,
local or administrative agency statute, ordinance, rule, regulation, ordei or requirementrelating to pollution, protection of human health or safety, the environment orHazardous Materials. Grantor and Grantee represents, warrants and covenants toeach other and to ACoE that Grantor and Grantee's activities upon and use of the
Easement Area will comply with all Environmental Laws.
(l) Extinouishment. lf circumstances arise in the future that render the
Purpose of this conservation Easement impossible to accomplish, this conservation
Easement can only be terminated or extinguished, in whole or in part, by judicial
proceedings in a court of competent jurisdiction.
(m) Warranty. Grantor represents and warrants that there are no
outstanding mortgages, liens, deeds of trust, encumbrances or other inlerests in the
Easement Area (including, without limitation, mineral interests) which have not been
expressly subordinated to this conservation Easement, and that the Easement Area is
not subiect to any other conservation easement.
applicable Environmental Laws; or
(n)
any successor in in
subject to this Cons
operation of law or
agree that any and
deemed covenants
terest to Grantee, come to own all or a portion of the fee interest
ervation Easement, there shall be no express or implied merger by
otherwise, lf any party should claim such a merger, the partiei
all terms and conditions of this Conservation Easement shall be
and restrictions upon the Easement Area, which, shall run with the
No Merqer. Grantor and Grantee agree that should Grantee, or
21
land according to California
perpetuity.
and/or other applicable law and othewise exist in
IREMAINDER LEFT INTENTIONALLY BLANK]
22
/N MrivEss WHERE1F Grantor and Grantee have executed this conservationEasement the day and year first above written and have agreed to be bound by theterms and provisions hereof.
GRANTOR:
Zeiders Road Business Park, lnc.
By:
Ronald A. Schoen
Chief Financial Officer and Secretary
By: Strategic Property Advisers, lnc.,
a California corporation
Its Authorized Adviser and Agent
By:
Peter G, Aylward, President
CERTIFICATE OF ACCEPTANCE
_ This is to certify that the conservation Easernent by Zeiders Road BusinessPerk,_lnc., a California corporation, dat"g.._,_ , 2013, to tne CitV otMenifee, is accepted by the undersigned officeE on bEhilf of Grantee.
GRANTEE:
Name:
Title:
Dale:
By:
By:
Attest:
Na me:
Titlet
Date:
!)
On
Date
personally appeared
before me,
)
Here lnsert Name and Title of the Officer
Name(s) of Signe(s)
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/herltheir signature(s) on the
instrument the person(s), or the entity upon behalfof which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
Place Notary Seal Above Signature of Notary Public
24
State of California
County of R jyqq[Ele]
On
Date
personally appeared
before me,
)
Here Insert Name and Title of the Officer
Name(s) of Signe(s)
who proved to me on ihe basis of satisfactory
evidence. to be.the person(s) whose name(sl
is/are subscribed to the within instrument ani
acknowledged to me lhat 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 behalfof which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURy under thelaws of the State of California that the foregoingparagraph is true and correct.
WITNESS my hand and official seal.
Signature
Place Notary Seal Above Signature of Notary public
25
State of California
County of Riversidel
State of California
County of Riverside)
On
Date
personally appeared
before me,
)
Here lnsert Name and Title of the Offlcer
Name(s) of Signe(s)
who proved to me on the basis of satisfactoryevidence to .be the person(s) whose name(sjis/are subscribed to the within instrument aniacknowledged to me that he/she/they executedthe 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 behalfof which the person(s) acted, executed theinstrument.
I certify under PENALTY OF PERJURY under thelaws of the State of California that the foregoingparagraph is true and correct.
WITNESS my hand and official seal.
Signature
Place Notary Seal Above Signature of Notary Public
26
27
Exhibit A
Legal Description of Property
[See Attached]
Exhibit B
Legal Description of Easement Area
[See Attached]
28
Exhibit C
Depiction of Easement Area
[See Attached]
29
30
Exhibit D
Mitigation Plan
[See Attached]
I
il
I
!I
8i_,! t
AXI:8i it;.
e:g .rl
sE:illiEi
$riHErsE
frs
$ B.^
!riir
iiii
gEr
?li
!Ettr!U
ii!Irit
EEi
t
I
I
I
*t
Et
l
ils
ltsl4xr3l
!r":l!9"5
9isIId
"16
!
a
ilT l
&:EEItillii
I iiEtl
Hesci !:5i?ri. ii!I:Bl Srl:
flirEii[E
El u
fli!":rl ! i-=I
iE
i*
tl'
i
IIiI
!!
Si
qr
.I:
El <
Ilili
3
I
1
x,9 lt
-,n rsr{ ifl
tr,9 - ;l
i@o[-I
I
]
'I
'r""ll HI
',!hdillr r{ t
i,I,r
i:
,i
It
I
ili'i
ii
!J
i!
I
I
I!lrB!
!l
-\
I
E
{.:,1
It i'.r"
,1.
Il
r,l
!t, ialle
EIi E
sI
!
(l{a\o
E
s
ot-
i$
$tE
$[rNru
h lll
HI
fiE\0
t\0
;l
il
d
I
I
II!t
Il
lt
li
i"
1t!lh
IIII
i
I
I
$III
el
p
.61nil11 dlfI fii
;! 3',: [i;!,;x
lE grE
{i eil
$irirtl s!E
r! I5.
E!;rl!h l3'.
Ie il;!a lci
iiifi ir ifiil llltu i *iliffli llriiffilffffllr1il[ff
1.. J'H
dl1t
EI
EI
rl
nl
1t:l
lt
TIq
EI
8l
,t
.it
s
(
I'
I!.tt
,iJ
",!
lli,+ll
ilr:E
:; l:5!ririlx
::89
lalEn
I:!r,
F itr,!l
t Forr
E U!JT
fiiEEI
ciiEB
n:
li
9t
t!
Ni
rh
:Tls-a!t
liI
liu!f9
:i!r
--!
r$
Ei!fi
ir
Etj.
;g!Fzt
riU
E;$
(l;
!i
?y
3P
!I
P;!;:6
Isi
!:riiz
F:F
dEE
qi
trt
lrr !
X:l
;rl
Iiiii
il1il
Ii!
isE6.r;
?:l
:ir
i:t:IiEv!dic
ta9
ul!r,;l
Itr:E
8!g!;riE
aigt
6puE
866;
I
!I
!
!ti
It
I{I
i
tI
EI
e
c&
Y
E:i
iidil
;rilIi.:,r;il
i;Et
ilEE
I;r!r! !c
xEaicEEi
,li.
IIiH;lErs:llrlil
lEii;
$l!
ItrI
,I
,,.' f:
flnl;il
ililliE i ,
fliilEilir$
eli$fii ;iit ;irl
flEEEfitu ,$lil riiii
I
T
{
1.
:i
yr
sBlr
!?
t-.iitlri
!i
t"tv
i,1
d!ala:it
pt
sl
et
€
I
-i
I
!I
E
6
E
Ee 3li
niliti!!ii
;!!fi,iAbfiIsbrF:ir,
iitii!4:: ! r!
r gE d;iE!!rEl^rE!tt
9:re'!
", EiH:it{H Ph;,rnrll .*liEe
!lEi!iii
3
,11
al
ti
B.a'
I
E
i
!,
d
dl}I
B
I
iE!r
tii,
ll;tll:rLr! e
d5:rTi
{e
b
I
a
I
!l
!?
€
lril
aaI
E?I
tr
I
b
B
(
!
!
i;
a
!
E
I
g;
-Ei
6E;f
t;
:IEli
1U
iI
BE
E
J
E
3i
4;
J
I
t , tlli
rft<J-
fr-d tl
Eflliir
Edi::iOHE'
$iE!l!il sI;IiIrlEri
l.i
Fi
d"4rIt
uEr{:iEii
tEl,t
i$o
r9[
t
!
i
Ha Iffi
!,r!p.!
t!
r
E
E
!
E
E
?i4x..
rHi;ir
Edt,r;HEi'
fr
:J!
$,
H
fl
II
BU
Iiaie
E
risi;:
;ii;8:iil
t!
,
at
rr
I$
H
id
,iir
$
I
3
I
6
7
l.
b
L
Ia9ieu"
p'l i
HA*
HEf,qE
r l
i5
I,
It
;IIoilirL ol'i
I$
![.!
tl
tc
ai
I
I
?
_1
I
t:^aiiaiii,
:H;I:IEdii:;Edt't'HI
ir:
i 'l.J
s?!,)
I
I;t
T
I
il
it
:l
!l
FI
EI
iI
i
h
lE
ls
d
e
E
iE
t,
H
i;
EI
ir
XE
lt:
Ifi:h
elr
iti
sft
I
li
l:
EII
{
!rl;
sl
lfl
iq;!
;BlnEI
,
d
t
h
fl
i((
Ii:
n
*
F
I
I
!
E
!
6
K
!
T
F
I
5
t-
It
E!
E
6
It
I
I
I
5
IIil
:El
;I
i
E
I
6
19I
I
I
i
!
3
;,
a
a
{
t)
i1
lv
IT
lE
i
I
2
cid
:
I
E
:l
I
T
I
|.
I
!
EE:TII
{[t.
E
i
I0
i
;t
t
1I
cr
?ts
15X
b!
I
r{$;:- !3ri ii\.ti' il
g@
I
:;il
3y;!,r1:i!
EI'Ei
q
a
H
Hfltd:
ld,.1
*l
E2:
c
F
C
!
i
I
D
I
{
'l'{=,l
x
1d
tJ_ti
dI
A!
E
I
d
E
E
F
I
,l
I
F-r ------:F:i-
vzL jd
,
B
e
1
. j I E duE34
-*--i,
tl _- ---L
-
........_IE {
I
tti
'l I
,l
i
u-loJ3lc
i!
l
-l-
-!ry ji
i
. ,,*-*. r.r**i860
& : d futs $llfu glrrfu 6
s,|*8ffi|4lEEF,(i
s rrr rrrdij a.B rda.* . ;i !E!Be r q -!*r lEry ur56 6,
eM:','4rrE&fu6|
&rrNqB rr & @1116 ::tJ@(dg6TEESEE*d'
TXETIIIICTET9:TS ITEI
il.JSIdI:16
,dl)
'rt'"o-|rytw.*vI
:
--' .i#\lI:
"W.,*=- +"€:rA i \i- i_..'_i -r
'f
r-1.
I
Itr .Bl
l,I&tI,j
-.1.T
,li-l
,l
---jq-I:.tc5-.r4!i i
I
gl:+-{
I
I
I
:i
I-t
ri-i,
tf'
I
;
I-,,
i-
I
!:riia
;-
I
9
E o E
T
'l
F
H
,l
I
,
t
I
i
tlh
I
rl
I
I
aa
It
i!rt -Ir :
!t;,!ilitrttrltt
ri$E
flE!rE8,,,
| )*--i_Ls
I
io
i5
(
q I
i i.l q I
Il;
I!
1-
!
T
rl
Ir
tP:i:tt:-
a
1,,
rl!x
T;
EIiI;
!FTit,Ii
{
I
tI
lII
;
:I
I
g
I
a
!
iI
t
i
II
I
I
I,I
A
I
I
t
i
I
II
!IT
It
d
EII
I
E
t
I
i
Boa
At
I :
II
*ut
, .,_ll
t',
ii
. .=-..L,
3
d-i
ilr
pE$
i; i;trr{'+
I@
I
I
II
:-+
hit
I!i
i!
(
i;.B
F]
irtlt"
ri
I!
IIE
I,
II$
"-i i
ri
l
I
L
ll,"'jl/it!I
ti
-4
I
I
.
I
$
:t
s.E
{
+8il.
fu"Ir;i
f!
I
$
'l
r ltHl.g ''.. iii
h
:
Ct
!r
!t
:
i
t,
I
I
!
I
".,""..-\
I
I
I
-+-
il,
;[,
I
rl
tl
\tI
,
I
liI
ITI
)
EI
L5
o
!a
Go .J
$
d
E
l*-
=-
3
Ei
I
2t.
!E
I
,l
:
$
ir
lr
t;
I
I
i
\
l
l
t,
li
lri
I
d
It
v
ts
t l
fir
{i
.rri;l ,(
l1
[:ft
"qi
fflir
l!
Ui
!
-aY
Efrirgdii
kErql
,qi
fil:rhli;HdEe,
1Irl
i
3g
n
rf5i:
Hdiul
J
SHri
6J1iH,iql
sHi
THIN
Ed i;
FIE ial
i
,
5fl::rgdiii
Hil
lr
ir
!i
t"rl
B.
i'
t!,{
I il
gl
I
i;
I
I
i
CITY OF MENIFEE
COMMERCE POINTE. APN 384.150{02
OFFSITE SEWER IMPROVEMENT PLANS Il
{ffi*
ZEIDERS ROAD
vtcoat Y ta,
rE{rp,Fr'fl@
rdr.larrE !r(E&rEl!}sr
rrrliE|Ea
5
:
c
-{
:1I
1l
I
!,{
?!
g
a
!
I
I I
H
It
!fl^" d.ii ol
i!'? ,l
,
B
&I
I
E
{
{r
II
!
ll!
H
I Ir
I !l!,,
riiEiEii
lrll!,iiEE!IxEIi
Hil
fl
Edd
lillilll
nllllllll
I
I
I
E
E
Il
!!iI
iE
tItl
tr:
il
:!
E6iI.lt!ff
-s
lil!1t
ttri
rliE
?
E
xI
-a
I
I
n
tflt
1T
E$EC
3Iat ,
-1
'1-
:tiLuli:uJg{
EE
I
sl
$q*d rl
d
I
J
I
I
{
-
5
t)
l
s
6
I
L
*a
r1
dT
!r
!i
9;
tt
!
dE
Ip
,
L
T
I
t"
t'
t:
I
IL
8
IJ
a
T
+,
it
I
a
iiI
all
vl
^ltYlt.1
l,tN
!-l
.l I
tli (!5:
EIU l!k
EIE i r:rrl
'i!I
&9l!EE
fiirl;t
I
I
I
FItrJ
LUIIlol
I
Iii
r
I
I
I
I
I
I
I
I
l
!
E
,/,mt.
1-
I
?II
II
!
I
It
I
t
ii
LIri
3
t
E
fr
d
Lh
il
iEill
il
5F
+
1;irl
t-t!:
it"
:
EI
Hf;t;
Eat
t
d!
i!
Hpr
E6lr
ffEg3
E[-
g
ffi
E
'I;EHO
*'6
00 q}}/t vlg luaplvh
I
I
I}
Ii
il
I
I
i
I
I
l(
I
I
l.l
I
r8
l
FI
q
h
1i
I
{
I
l
I
I
ii
)tt
ol
I
#
i
I
t
!
|o',hi,
Eil
rui;
Ei!
!"
+
I
s
B
ti
I
P
:
d{
II
i
Et
!
I
II
Ii
il
E
J
l+fl,
!
I
I
..
+t
l+II
B
I
r f,
t-
I
fl
II
lruIv
q
Tv
F
l;
?
E
I
!
i
I
I
x
I
Eslig
I
I
Ir
L:
I
i
3
rl
.J
I
I
I
*
j
I
T
E
h
E
g
t
iT
EI
H
H
I-'-,iIE-__
s
I
i
I
kll
tiI
9r!
t;
c ltaHa laa
00'00+1r YI8 gNtlH9tYlt
iIt
it
{
r
+l,;{'
;.{!:
ltrt
ffi
ff
!
t!rl
I
r
Exhibit E
Phase I Ciccotti Road Improvement plans
I
I
E
t
it
E
!
i:
ii:
E0
flii
B:F
E
II
!
.l!
E
!
I!i
t
E
lul
=I
b
o
It
t
I
9tllrcd
i 3;ltlr,II-;Ei
illilEilll: ll Ei r I
Irfri;
i;i9;H
ei[i]lri Pf ril! s,ir
$ gebiil.
f,E;;ii;E
I
f
I
,\
l
!t.!9rF
t
Ii
E
II
iti
lilr1'
ti
hI
.rl
ltr i>l.r:
Eli'
i
iI
!i
ri
5
h
lll
s
o9
i$q.E
l.\TO
HI
s<
EB
Eg\a5[.
t3
hr
FlI
hTOl{
OEttIl'
o
. ';l
X Ic*
I iEi:ri t:X
qtilr
ii rel
EE acv
ECfIE
EEii;-t +r;fr lti
x: ICE
ir;ii
"!i lii
riliii,liiii i iii ; li
i' ir; e Bi Ei:i a i+ I:
liiiilliiiii,I iil r ll ii Ii iii Ifi ilfi ! liiiiilifi lfili fi
fl iE;iiii iiiili L iit, [i iii li' ii iiii fiEis iiii i iEiiE H EiEi irE]gr iil
Efllii
!
i
I
II
q
!
P
;rr:
!1
l:':Yt"
al
dr
;l:t
9I
tIt
d
!
i
t
II
!
I
II
itI
t
,
n
E
E
!
I
,
:
I
t
V
II
PI
B
I!
r
t
B
T
rl
I
I
T
E
E
fr5
6
En
o6
/{
n
t
tr.j.
IE
,t
!:
E6
E!Itr
E6:
gc.
Esu
:lt d
?IE
{![
E !. ii Eb.{ 5,_;ii['!i i$B ii
Eif:g!3 HvJ fl!
iitlii;F1631
riBii:t;rEriE!EsEE!i !:; 8Si
ii!HllE!qll i;E
rrEet3r! ilE .tit
iEi!ifr? i{i riBg!lli.jfil !?[ iLr
u EE t::ir ri; !lE
El;rlEftff;!;E ii:
ll 9lu !!iEt lrB$ iql
Elciili9rt !*i iii
ilEiiillli :t:l l;r
tl t;iEEiil E:F; iel
t;*r
!trr
fi
.ei
I
E
_)
/.'
i
:
itrIiit
E,
ii1!
ii
t
!
I
s
Pi Il
rI;;t,ij $
rc
.9
l4
t?
It!i
t
!l.tr
6ri
ffi6
1i!;iil
llrli
ilit3i;
!,o
,l:i,I(
i'I ! ?p
I lEIl
i lal9!:,:T
., r l;r:
Hl iEtlii
:[i{t!r
El iti i!
HErq9!r
fll[,8il 8ot o ooo(t
,i
3
6
EI
E
I
i
i,t
c!
#f
fi
t
{r
,hf
t,
t.
+
I'
T
i
T
i
+
*,
+
fr
;[i
&its1l
$$
#
-Ci -
ii1
8,,
E
6
I
I
\l
,l
I N I
il
I
it
ffi.llll rrffif"t 1'-:E-l rt-iirJ tt
*-i il
E ts
i ;
(f,
Eo
II
l
I
I
E
l
i
il
i
i
{
;l
tl
tl
fl
llil
$i
tI-t
I
5
5u
1II
It
8t
:!
t
F.!
'1
I
l
I
- J..
I'
I
i
I_t.
\ l---s*d-x
1
l
I
I
I
!
i
e
sI
t
,
I
E f,r f.rl IP
',i 5H*lrra
dllFF)lgFY
I
Y,
I
$
I
I
]'
i
I
..1. j.,_-./--:i:'--""f"'-"''
I
\
E&@ITEI
CITY OF MENIFEE
COMMERCE POINTE - APN 384.150-OO2
L
t
PiotEct6'IE
OFFSITE SEWER IMPROVEMENT PLANS
CICCOTTI STREET
ll i
lid yrcl'rry IAF
!iIIETTEi lrq.se ?
raEr.&r{IxEJl!;rilrq.l(c@,
lnE t-ErEE :lrlat EdE.E6IEIISIE.&.CBIE&lrqlrla@t
-1(.Es!Fr*l e.&dr* d(
,@JEEIG
-t9,!EiIAEq!E
r/pt6o{ltr13 ;rdLI5g- GETTER}
l-rrLI
FBF
l-J:.-
I tlt t i
1j I I
I -l
I
I
t,'tI
-i l
1.
5
F
?
*;
iE,
rFhulE
iEH
EI
iE
I
't-
q
doT
r
I i I,1,
I !
l
.t
-l.i
i,l
ir
f
+
i li lrtr'L,i
l
.l
il
|l'
"I
HI
H
EIci
EEE
IIl
EE
E
il
.1
x
B
cu
,L
!l
flr
ai
tl,
\,i
I
t.
i!
i
r
il
s
!
3 '.-'.- -. -'.!i
!
t
a-
ldil
ll:l
"'/
iln
$
t-t!i:
II
\
d
IJI
6
E
I
:'I
'1_
i
I
I
J
l"!-1 rrli!1,H
,!
!
i
I
Ii
ri;{'
t:,:=::
=
i
Exhibit E
Title Report
[See Attached]
3'.
Exhibits F-1 and F-2
Current Natural Condition of the Easement Area
ISee Attached]
32
Exhibit H
Fonn of Assignment and Assumption Agreement
RECORDING R}iQUESTED BY
AND WHEN RECORDED RETURN TO:
of
ASSIGNME.T*T AND ASSUI}IPTION oT DEVELOPMENI, AGREEMENIT
This Assignmen t and Assumption of Development Agreement (this"Assignment') is executed by a .-- (,,Owner,,), in favor
as of the _ day of .-,20_, with_ ("Assignee")
reference to the following facts I
A. Owner and the City of Menifee, Califomia, a municipal corporation organizedand existing under the laws of the State of California, have entercd into that cettain DevelopmentAgreement Rcgarding the Commerce Pointe Proiect, daled as of 2013, recordedas Document No in Offrcial Records, County of Riverside, Califomiathe "Developrnent Agreemen t;" and
B. Owner nolv desires to assign and transfer to Assignee, and Assignee desires toaccept I'rom owner all of owner''s.rights ind obligations in, undir and to th" D;;;i"p;;;; '"
Agreement with respect to (but onty with.respect io) the real property described o" d*rrDii nattached hereto (the Transfered property"). -
THEREFORE, Owner and Assignee agr.ee as follows:
l. Assienmgpt.^Owner hereby assigm and transfcrs to Assignee all ofowner's rights in, uder and to the Development igreeirent and utt or o*oer;r-olligatiJn,arising,nder the Developrnent Agreement with resiect to (buronly with respect to) ti; --"
Transferred Ploperty frorn and after thc date hereofl
- .? Acceptance $nd Assumntion. Assignee hereby accepts from Owner allofc)wner's rights iu, under and.to ttr" Dev"lopme,nt egreenient anci agr.ees to urrrrr. urioi -'
owner's obligations a.ising under the Development Alreeme,t with .-.rp..t to luuio"ry *ittrespect to) the Transt'emed property from andifter thetate hereof.
3. Further Assurances. Each party hereto hereb agrees to execute anyvadditional do
and assumpti
curnents, and take any further actions neces
on set forth in Sections 1 ald 2 above
sary to effect or evidence the assignment
. ._!. Notices: For purposes ofthe Develonment Agreement, any notice toAssigrree shallbe given to the following mailing address: '
5. Countern4rts. .This Assignment may be executed in counterparts, each ofwhich shall be deemed an o,iginal, a.d both orr.ihictr togerier sr,att col,stiflte "r;;;;;;;r"instrument.
Miscellaneous. This Assignment shall be binding on and inure to thebencfit ofthe parties and their respective success6rs ,nt uritgnr. rrr" plrug.upt t.uairrgJorrt i,Assignment are for convenient reierence only u,ra,utt noiu? used in interlreiiuili; "" "'"'
Assignment.
7. California Law.- This Assignnent shall be govemed by and interpretecl inaccordance with the laws ofthe State of Californial
8. Cqsts of Disnute Resolution. In the event of any action or nroceedinoorouglu Dy any pany agdinst any orher parties under this Agreement, mL pr"ruitirj paJies'sfrottbe entitled to recover rrorn trre non-prevairing parties a coits and.*p.r.,rrr, i.r.tujine utto*"ur,ard experrs' fecs and expenses, in such aaion and p.o...oing i,i r,oii;*.*i.iir,'l'it"* ..;adjudge recso,able. The prevailing parries shall be cleterminld by rl.r; .;;;;i rr*;'".,assessment orrvhich party's rnajor arguments made or positions taken in ttre proceffiJ"orrafairly be said to have prevailed over the other parti"r' ,i";o. urgu.ents or positions o, majordisputcd issues.
IN ,ITNESS *HERE.F, owner and Assignee have executed this Assignment as of thedate and year iir.st above written.
OWNER:
zISSIGNIIFI:
ISIGNATUITHS TO BE NOTARIZED]
EXHIBIT B
(Legal Description of Property)
Real property in the City of Menifee, County of Riverside, State of California, described as follows
PARCEL 1, AS SHOWN ON PARCEL MAP NO. 36597 RECORDED NOVEMBER 15, 20I8, IN THE
COUNW OF RIVERSIDE, STATE OF CALIFORNIA, IN BOOK 246, PAGES 6 THROUGH 8 OF
PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
APN: 384-180-051
PARCEL 2, AS SHOWN ON PARCEL MAP NO. 36597 RECORDED NOVEMBER 15, 2018, IN THE
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN BOOK 246, PAGES 6 THROUGH 8 OF
PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
APN: 384-180-052
PARCEL A
BEING A PORTION OF PARCEL 2 OF PARCEL MAP 8158, IN THE CITY OF MENIFEE, COUNTY
OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 31, PAGE 50
OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND A
PORTION OF PARCEL "A" OF NOTICE OF LOT LINE ADJUSTMENT NO. 05016, RECORDED
JUNE 23,2006, AS DOCUMENT NO. 200G0452652, OFFICIAL RECORDS OF SAID COUNTY,
LYING WTHIN SECTION 22, TOWNSHIP 6 SOUTH, RANGE 3 WEST, S.B.M., SAID PORTIONS
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL'A", SAID CORNER BEING A
POINT ON THE CENTERLINE OF ZEIDERS ROAD (30 FEET IN HALF WDTH), AS SAID ROAD
IS SHOWN ON SAID NOTICE OF LOT LINE ADJUSTMENT NO. 05016 AND SAID PARCEL MAP;
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL'A" AND SAID CENTERLINE OF
ZEIDERS ROAD, NORTH 00'22'06" EAST, A DISTANCE OF 660.06 FEET;
THENCE SOUTH 89'37'54' EAST, A DISTANCE OF 853.00 FEET;
THENCE SOUTH 00'22'06" WEST, A DISTANCE OF 662.47 FEET TO THE SOUTHERLY LINE OF
SAID PARCEL ''A":
THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL "A", NORTH 89'28'13'WEST, A
DISTANCE OF 853.00 FEET TO THE POINT OF BEGINNING.
CONTAINING 12.95 ACRES MORE OR LESS
RESERVING A RECIPROCAL EASEMENT FOR THE BENEFIT OF PARCEL "B'' AND PARCEL "C"
AS SHOWN HEREON.
15
PARCEL B:
BEING A PORTION OF PARCEL 1 AND PARCEL 2 OF PARCEL MAP 8158, IN THE CITY OF
MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN
BOOK 31, PAGE 50 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, ANDA PORTION OF PARCEL'A'OF NOTICE OF LOT LINEADJUSTMENT NO,05016,
RECORDED JUNE 23, 2006, AS DOCUMENT NO. 200G0452652, OFFICIAL RECORDS OF SAID
COUNTY, LYING WTHIN SECTION 22, TOWNSHIP 6 SOUTH, RANGE 3 WEST, S.B.M., SAID
PORTIONS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 'A", SAID CORNER BEING A
POINT ON THE CENTERLINE OF ZEIDERS ROAD (30 FEET IN HALF WDTH), AS SAID ROAD
IS SHOWN ON SAID NOTICE OF LOT LINE ADJUSTMENT NO. 05016 AND SAID PARCEL MAP;
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL'A" AND SAID CENTERLINE
OF ZEIDERS ROAD, NORTH OO'22'06' EAST, A DISTANCE OF 660.06 FEET TO THE
POINT OF BEGINNING.
THENCE SOUTH 89'37'54" EAST, A DISTANCE OF 853.00 FEET;
THENCE SOUTH 89'37'54'EAST, A DISTANCE OF 49.51 FEET;
THENCE NORTH 74'41'01" EAST, A DISTANCE OF 67.00 FEET;
THENCE SOUTH 89'37'54' EAST, A DISTANCE OF 284.25 FEET TO THE EASTERLY LINE OF
SAID PARCEL "A";
2l NORTH 12'43'45',WEST, A DISTANCE OF 154.03 FEET;
3)NORTH 09'59'30" EAST, A DISTANCE OF 210.15 FEET TO THE NORTHERLY
LINE OF SAID PARCEL ,I;
THENCE ALONG SAID NORTHERLY LINE, NORTH 89'26'00" WEST, A DISTANCE OF
125,I.68 FEET TO THE NORTHWEST CORNER OF SAID PARCEL 'I, SAID CORNER BEING
A POINT ON THE CENTERLINE OF ZEIDERS ROAD (30 FEET IN HALF WIDTH);
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 1 AND SAID CENTERLINE, SOUTH
00'22'06'WEST, A DISTANCE OF 661.19 FEET TO THE POINT OF BEGINNING.
16
THENCE ALONG SAID EASTERLY LINE THE FOLLOWING THREE (3) COURSES:
1) NORTH 00'24'17'EAST, A DISTANCE OF 281.53 FEET;
CONTAINING 18.66 ACRES MORE OR LESS.
PARCEL C
BEING A PORTION OF PARCEL 2 OF PARCEL MAP 8158, IN THE CITY OF MENIFEE,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN
BOOK 31, PAGE 50 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY, AND A PORTION OF PARCEL "A" OF NOTICE OF LOT LINE
ADJUSTMENT NO. O5O16, RECORDED JUNE 23,2006, AS DOCUMENT NO.2006.
0452652, OFFICIAL RECORDS OF SAID COUNTY, LYING WITHIN SECTION 22,
TOWNSHIP 6 SOUTH, RANGE 3 WEST, S.B.M., SAID PORTIONS BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL'A", SAID CORNER
BEING A POINT ON THE CENTERLINE OF ZEIDERS ROAD (30 FEET IN HALF WIDTH),
AS SAIO ROAD IS SHOWN ON SAID NOTICE OF LOT LINE ADJUSTMENT NO. 05016
AND SAID PARCEL MAP;
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 'A'AND SAID CENTERLINE
OF ZEIDERS ROAD, NORTH 00'22'06" EAST, A DISTANCE OF 660.06 FEET;
THENCE SOUTH 89"37'54" EAST, A DISTANCE OF 853.00 FEET TO THE POINT OF
BEGINNING;
THENCE SOUTH 89"37'54" EAST, A DISTANCE OF 49.51 FEET;
THENCE NORTH 74'41'01" EAST, A DISTANCE OF 67.00 FEET;
THENCE SOUTH 89'37'54" EAST, A DISTANCE OF 284,25 FEET TO THE EASTERLY LINE OF
SAID PARCEL ''A"i
THENCE ALONG SAID EASTERLY LINE OF THE FOLLOWING TWO (2) COURSES:
1) SOUTH 00'24',17" WEST, A DISTANCE OF 668.47 FEET;
2)SOUTH 05'18'20" EAST, A DISTANCE OF 13.29 FEET TO THE SOUTHEAST
CORNER OF SAID PARCEL "A":
RESERVING A RECIPROCAL EASEMENT FOR THE BENEFIT OF PARCEL "A" AND PARCEL "C"
AS SHOWN HEREON.
THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL'A', NORTH 89'28'13" WEST, A
DISTANCE OF 399.15 FEET;
THENCE NORTH 00'22'06' EAST, A DISTANCE OF 662.47 FEET TO THE POINT OF BEGINNING.
17
\
CONTAINING 6.19 ACRES MORE OR LESS.
RESERVING A RECIPROCAL EASEMENT FOR THE BENEFIT OF PARCEL 'A'AND PARCEL'8"
AS SHOWN HEREON.
APN(s): 384-150-009, 384-1 50-01 0, 38+150-01 1
18
\
EXHIBIT C
(Depiction of Property)
JUllliu J Jr J r I :)
{..
!
a
a
I
i
,,-".-'.-..J
Aeriol
t6gend
ll,.-.-,",.
I l l:.".:,.ii.'
Etj ,,'.-"ft ,,.' , ,,,
Tobuhllon
nonh
:'ir+^
Conc€ptuol Sils Hon
Scott Road Commerce Center
irgr feg, Counly ol Rlv€rslde. CA Schsme l2
.,]
t
ru lr lJ
!
19
---.J --,lJ'i
I
I
. ,-l]
I
l,;ririIt:l
lfl
i[]L't
t(
ELDG, /I
220,601 6.F.
c
I
.l L
BLOO 3
229,93{ S.F. ,E
ti
JUPITERIIP\
\
Menifee, CA Code of Ordinances
ARTICLE X
I-P ZONE
(lNDUSTRIAL PARK}
The foflolying rEgulst;erB shall.!ply to all l-P ZorEs:
SECTION IO.I. USES PER}IITTED.
s. The folbwirg lacs alr Frmh€d provilcd an lrduslrhl Park Phl Phn tEs bccn .pprovcd pursu.nt to lh. provbbG of S.ctbn
lE.30ofthb ddirunce.
(l) 'm€ folowing indBEhl snd rnanufactutB 6cs:
e) Fm4 Lurnb.r, Woo4 and Ptr,cr products:
l. Grah snd bBkcry FodrEts.
2. Sugar Erd cmf.ctiJnary prodrals.
3. Nquboholic b.vertges,
4. lce.
5. Manufscturc of frEniluI€ rrd lixtrucs irEhdint cabirE$, partitira, ard sim ar itena.
6, Priming rrd F-blbhing cr $ervspdperB, pe.irdb.b, booli, fonnr, cands, and simfur items.
?. Bihding ofbook and other publications,
b) Textilo and t cathcr ProdtErs:
l. Wellhg appsr.l ard acceslory products.
2. ManufactuE ofhnrdbags, irggage, foo(waar,8rd other persoial brth.r goods.
c) Ch.mbal ard Glas8 Prod,EB:
L Ph$nuaeulbsl rcaaarEh rrd rn LnufactEe.
2. Classblowh& pressin& cutri.g end othcr glessware prodt.ts-
d) McuL l,lachirEry, lrd Ebctrbal Prcduc6:
[. Jcwclry manufacMe ard rcpoir.
2. Manufaclur!, assemby, testin8 and repoh ofcornponents, devbes, cquipment and systcrns ofsn €hctaical ebctmnb. o(
ebctro-rnechanical nr(u!, such as, but not limited to:
a. Televhbn ard radio equr'pment and systcns,
b. Ptnrngrapts ald audio units.
c. MeterinS i[lt.urnents, cquipmcnt ard rystcms.
d. Radar, ihfrared erd ultsavbbt equiFner{ ard systems.
e. Coils, tubes, sembonductors md similar cdnponcnb.
f scienrifE and mechanical instrumems.
g. DEta Foccsshg equiFnert end systens.
h, Corurumhatin! nsvigation comrol transmbsim ard Eceptim equiprnenl, coffml farbmissbn and receptkm equipm€nt,
EXHIBIT D
(l-P Regulations)
20
cdrrol.quiFrErt rnd systdnr, guilrEc cquire .d sFElrls.
i Musical lnd IltsdiE G$4rrtrl"
3. OffEc r.d cqrglhg mrclit trrnuhctwr, trFi, ard srbs.
4. Cdrol dcvtca rd etl8ps.
5. Equl0flEm $bc, tqfitl ud !tqr8c.
6. Appl&urc m.rufrctlQ, rnd rcFh.
?. Mrltrfrchr! of EhiE fttrts, ad sqplir.
c) Trulspqlatirl rd R.htrd lttstsit:
l. vchib sta88c rtd irqoutrtrr *lhh an crcbocd hlldiE,
2. TnLr, rccratirrl v*i:b, rrd bot !t .rtP wlih .n ciEhccd b.rUiB
f) E UiEc.tu trd scbdifE lEtntErE:
l. Mrndrctrc trd EFi of ongilcthg lcirt[ft, snd mEdtd iBmmcnutin itldhg hr r[( mrd b:
a. Mcasurig &vtca, wrlctts, cb.b, ud llhtld Lrlls.
b. oFaalsoods.
c. Mcdirl lnd dctill iElrurcft,
d. tingirEcring, strrcy, ud &riitg iEErllE !.
c. Pkrogrrphic cquiFrEd-
g) trd!tril U!cr:
l. Pub& utry sitoirlht rnd sal8c h. dtE .
2" wstlhorsig ud dbEhrirr iEldiE mhi*!rehq!6.
3. Com$uticttirls .nd mbrolrw itrblbtirE.
4. CoH tt!'!Ec ftciitiB.
5. TcWt cxchsngct xd twbhirE cquiFnc .
6. P6t offEc!.
7. Fke ard polig. st!tiq6.
E. wrtcr and grr cfiprny scrybe h€lnbr,
9. Puccl dllircry lcrvbct,
10. Rccyc&E colLctin frcnir.
(2) TIE folowirg scrvtc Urd cqrrrrrcil uscs:
r) B.n&r .nd fi.tEbl lutihtir!.
b) Bbprir erd rnp&lliB tcrvtc!.
c) ttbCrtabs, tfir\ nEdixl, trrcirch 6 tlsti8 cc .r3.
O OIfEc.quiFrEnt ilbr rtd lcrvta.
c) OffEca, Eolersirul tlht rnd lcrvisc, ithdhg hrircss. hw, mcdicll, d. !l chlq.sctic, archiEcttErl rrd .ngiG€ring;
$ Partig bts ad pa*iu ltnrurc!.
21
g) Restauranb nrd c*lEr csthg catab&krcrt.
h) Barbcr and b.acy strcp6.
i) Day csrs ccnlqrs.
, Hcaih rrd exeEb€ cr ers.
k) MobiLhfftes, piwilcd lhcy arc krF nobilc lrd &eBed pusuut to strte hrv, wtEn ulcd fq corBorrtir ofEces ard
carelrke/s quartcrs on cqBtnrrir si$ for 0t d.ntin ofa vali! building prml.
D One-fsmily dwefinp m tr sanu pqrccl !s th. iduitblq comrncrcirl rse povilcd such dwelings arc occr.gicd
exclBively by tlE Prop.bt6 a crr.tlkcr ofthe llc ud tlEi iruncdiate fami[es.
m) Signs, qFslE adrartbh&
n) AdorDbib icrvtc stltirB, rd irEtdirE thc cqErltclrt sale of bcer &d wiE f6 off-prcmitcs cqBtln6irt.
o) Moteh.
p) Ch'.!chca, tcmphs, or other shlctures us€d piruri! for rcfuixs wcship.
Anet@ Elloctive:
11-&95 (Otd. U8.5753)
b.'ltefo[or,vingrscsarcpcrmincdpovi,.drcordiirrlusepcrmitlasbceng.sredpBu.ntaoScctinlS.2tofthbordinrrcc:
(l) Airports.
(2) Hcliports.
(3) Rccycling proccssing facifttirs.
c. Scx-cinrcd hsirrsses, subjcct to thc prwbins ofcounty Odirrarc No. 743. Thc usca litcd in Subc.ctihs a. 8rd b. do rDt
inchr& scx-oricntcd brrirsses.
Am6,,cted Efreclivo:
ol01-v (ord. 348.*i81)
d Any usc tt6t ir noa sFcilpsly bted h Suhcctirrs s- 8nd b. may bc cdBiderEd E permilrcd c cqditiqElty pcrmincd l.lsc
ptrovidcd thst tlrc Phming Dircctq fh& ttlat ttr Fop6ed usc i! sublantblly th. sanE h charactcr and htc.Eity as 06. lttcd h thc
designaEd subsectiors. SlEh. llse b subict to tlt€ Frmit p(occas which gowms the cste8ory h whirh it frlh.
Anen& Efrective:
oM/68p (Otd.348.M2)
0&1689 (Od AE3O17)
1C0*E9 (Od. A8.ns3)
03-01-94 (Otd. 348.3W)
1 1 -so95 (O td. 348.37 53)
SECTION I0.2. PLANNED INDI:STRIAI, D[,VELOPMENTS.
PhftEd irdEtrhl devebp.nents arc permited provited a hrd divblx has bccn approvcd pursuant to tlle Fovtbns ofordimrcc
No. ,160.
SEC.TIOi{ IO,J. INDT STRIAL PARK PI,OT PLAN.
22