FWD Complete with DocuSign Executed Menifee Developers Reimbursement Agreement FINAL.pdfDocuSign Envelope ID: BF220B6E-DDD8-4EDA-BB93-DCFDD0431FE7
680/031858.0006
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December 21, 2022
IPT MENIFEE CC, LLC
4675 MacArthur Court, Suite 625
Newport Beach, CA 92660
Re: Agreement for the Deposit and Reimbursement of fees incurred by the City of
Menifee for Environmental Consultant Costs in Connection With the Analysis
under the California Environmental Quality Act of the IPT MENIFEE CC LLC -
MURRIETA ROAD WAREHOUSE PROJECT (CQA22-0022)
Dear Mr. Sanford:
IPT MENIFEE CC, LLC (“Developer”) has requested that the City of Menifee (“City”)
consider the application designated DEV2022-017 (“IPT MENIFEE CC LLC - MURRIETA
ROAD WAREHOUSE PROJECT”) located in the northern portion of the City of Menifee
within the County of Riverside. The subject site totals approximately 29.3 acres covering the
parcels listed in Exhibit A, west of Murrieta Road, east of Geary Street, south of Floyd Avenue,
and north of McLaughlin Road. The project includes the construction of an approximately 500,000
square-foot (SF) speculative warehouse building inclusive of 12,000 SF of office space. The
proposed 500,000 SF speculative warehouse building requires two discretionary actions: a Plot
Plan (PLN22-0179) for the proposed development and Tentative Parcel Map (TPM 38469 &
PLN22-0180) to consolidate the project site parcels to create one parcel. (“Project”). To conduct
its review and analysis of the Project, the City is required to conduct an environmental analysis
(“CEQA Analysis”) as required by the California Environmental Quality Act, Public Resources
Code section 21000 et seq., and its implementing guidelines found at Title 14 of the California
Code of Regulations section 15000 et seq.
The City will commence to take the steps necessary to conduct and complete the CEQA
Analysis, but will do so at Developers sole expense. Developer will reimburse the City for all
costs associated with the City’s conduct, processing, and consideration of the CEQA Analysis
including without limitation other third-party cost items. For example, the costs incurred by the
City to engage an environmental review consultant, and any necessary sub-consultants or technical
consultants, to conduct the CEQA Analysis shall be borne by Developer.
This letter serves as a “Deposit Agreement” by and between Developer and the City to
specify the process through which Developer will pay the cost of the environmental consultant(s)
hired by the City to conduct the CEQA Analysis (the “Consultant Cost”). The estimated
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December 21, 2022
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Consultant Costs is $336,168. With regard to the Consultant Costs Developer agrees to provide
the City with an initial 50% deposit ($168,084), consisting of the contract amount, plus a onetime
Administrative Fee of $5,000. Those two figures, when combined, yield an initial deposit of
$173,084 (“Initial Deposit”). The Initial Deposit shall be delivered to the City to the attention of
the Finance Director, at least one (1) week in advance of the professional services agreement fully
executed by the City of Menifee and the selected consultant.
The remaining 50% or balance, if applicable, of the Consultant Cost $168,084 (“Second
Deposit Payment”) shall be due at the halfway point of completion of the CEQA Analysis, but
no later than prior to public release of the CEQA documents. The Community Development
Department shall notify the Developer in writing once the halfway point of completion of the
CEQA Analysis has been reached. The Second Deposit payment shall be delivered to the City to
the attention of the Finance Director, within and no later than ten (10) business days of receiving
written notification from the Community Development Department. If Developer fails to provide
a timely Second Deposit Payment, the City may without further notice cease all work on the CEQA
Analysis and order that all consultants, attorneys and third parties do the same (“Stop Work
Order”). Developer also reserves the right to issue a Stop Work at any time; provided, however,
that even if the Second Deposit Payment has not yet been received, Developer shall remain fully
responsible for all CEQA Analysis costs, including the Consultant Cost, incurred by the City up
to the date that the Stop Work Order is issued and communicated to attorneys, consultants, and
other third parties working on the Project. For the avoidance of doubt, a cost is “incurred” within
the meaning of this Deposit Agreement when work is performed on the Project.
The Initial Deposit and Second Deposit Payment shall be used to reimburse the Consultant Cost.
If at any time the City in its reasonable discretion determines that the Consultant Cost will exceed
the amount of the Initial Deposit and Second Deposit Payment, then Developer shall, within ten
(10) days of receipt of written demand from the City, supplement the deposit amount so that the
amount remaining on deposit with the City equals all remaining estimated Consultant Costs
(“Deposit Supplement”). The City may from time to time repeat the process of revising the
estimated Consultant Costs and requiring a revised deposit amount from Developer (upon ten (10)
days written notice) (“Further Deposit Supplement”). If Developer fails to timely provide a
Deposit Supplement or Further Deposit Supplement, the City may without further notice cease all
work on the Project and order that all consultants, attorneys and third parties do the same and issue
a Stop Work Order. Developer understands and acknowledges that, even if the Initial Deposit,
Second Deposit, Deposit Supplement (if any), and Further Deposit Supplement (if any) are fully
exhausted, it shall remain fully responsible for all CEQA Analysis costs incurred by the City up to
the date that the City or Developer issues a Stop Work Order and that Stop Work Order is
communicated to attorneys, consultants, and other third parties working on the Project. Any
unspent monies will be reimbursed within thirty (30) days upon receipt of the Project’s final
accounting. If Developer terminates in writing the Project, or once the Project is entitled, City will
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December 21, 2022
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refund to Developer the remaining funds from the Deposit within thirty (30) days upon receipt of
the Project’s final accounting.
PAYMENT SCHEDULE:
Payment Description
Amount Due Description
Due Date
Initial Deposit
50% Consultant Costs +
$5,000
At least one (1) week before
Professional Services
Agreement being signed
Second Deposit
Remaining 50% balance of
Consultant Costs
Within ten (10) business days
after Developer’s receipt of
written notification from
Community Development
Department of halfway point
of completion of the CEQA
Analysis, and in no event
later than the public release of
the CEQA documents.
Deposit Supplement/
Further Deposit
Supplement
TBD, if applicable, for
additional Consultant Costs
identified.
Within ten (10) business days
after Developer’s receipt of
Notification from Community
Development Department of
need for a Deposit
Supplement or Further
Deposit Supplement (as the
case may be).
Developer understands and acknowledges that City shall exercise its sole discretion in
selecting and providing direction to any consultants or other third parties in connection with the
CEQA Analysis. Developer further understands that it is also responsible to pay, in addition to
the Consultant Costs, all other costs incurred by the City in connection with its processing and
review of the Project, including without limitation in-house staff time and resources, City’s legal
counsel’s time and resources, and other third-party cost items incurred.
It is anticipated that the CEQA Analysis will be presented to the Menifee City Council for
consideration and potential action in the future. Developer and the City understand that the City
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reserves the right to exercise its sole and absolute discretion as to all matters over which the City
is, by law, entitled or required to exercise discretion. By executing this Deposit Agreement, the
City is not committing or agreeing to undertake any activity requiring the subsequent discretion of
the City, or any department of the City. The City’s execution of this Deposit Agreement is merely
an agreement to allow the necessary work to be completed, at Developer’s expense, to bring the
CEQA Analysis forward for City consideration. Nothing in this Deposit Agreement shall be
deemed to constitute a commitment by the City to approve or certify the CEQA Analysis, or a
prejudgment of the matters required to be considered as part of the decision whether or not to
approve the Project.
Please document Developer’s concurrence with these terms and limitations by signing
below and returning the originally executed letter to me, along with the Initial Deposit.
Very truly yours,
CITY OF MENIFEE
Cheryl Kitzerow, AICP
Community Development Director
APPROVED AS TO FORM:
By:
Jeffrey Melching, City Attorney
DocuSign Envelope ID: 7F231795-8739-417C-B923-AD02963B58B3DocuSign Envelope ID: F8E36B4C-F9B3-4B66-8A96-105A56743671
DocuSign Envelope ID: BF220B6E-DDD8-4EDA-BB93-DCFDD0431FE7
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December 21, 2022
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ACCEPTANCE OF INITIAL DEPOSIT AGREEMENT:
IPT MENIFEE CC LLC, a Delaware limited liability company
By: Build-To-Core Industrial Partnership II Tranche B LP, a Delaware limited partnership,
its member and manager
By: BCI IV BTC II Tranche B GP LLC, a Delaware limited liability company, its general
partner
By: AIREIT Real Estate Holdco LLC, a Delaware limited liability company, its sole
member
By: AIREIT Portfolio Real Estate Holdco LLC, a Delaware limited liability company, its
sole member
By: AIREIT Operating Partnership LP, a Delaware limited partnership, its sole member
By: Ares Industrial Real Estate Income Trust Inc., a Maryland corporation, its general
partner
By: Date:
Chris Sanford, Principal
12/21/2022
DocuSign Envelope ID: 7F231795-8739-417C-B923-AD02963B58B3DocuSign Envelope ID: F8E36B4C-F9B3-4B66-8A96-105A56743671
DocuSign Envelope ID: BF220B6E-DDD8-4EDA-BB93-DCFDD0431FE7
680/031858.0006
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IPT MENIFEE CC, LLC
December 21, 2022
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Exhibit A
List of Parcel Numbers Associated with “IPT MENIFEE CC LLC - MURRIETA ROAD
WAREHOUSE PROJECT”
330-210-010,
330-210-011,
330-210-013,
330-210-062,
330-560-001 through 330-560-040,
330-570-001 through 330-570-033,
330-571-001 through 339-571-005
DocuSign Envelope ID: 7F231795-8739-417C-B923-AD02963B58B3DocuSign Envelope ID: F8E36B4C-F9B3-4B66-8A96-105A56743671