2024/03/29 Agreement Menifee Valley Specific Plan Development Agreement4/2/24, 7:51 AM
Batch 17217249 Confirmation
PLEASE RECORD AND WHEN RECORDED
RETURN TO:
CITY OF MENIFEE
29844 Haun Road
Menifee, CA 92586
Attn: City Attorney
DOC # 2024-0092441
03/29/2024 01:08 PM Fees: $0.00
Page 1 of 56
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
"This document was electronically submitted
to the County of Riverside for recording"
Receipted by: MARIA VICTORIA #411
MENIFEE VALLEY SPECIFIC PLAN
DEVELOPMENT AGREEMENT
This Development Agreement (`'Agreement") is entered into on March 22, 2024, by and
between (1) the CITY OF MENIFEE ( "City"), a municipal corporation of the State of California,
and (2) Minor Ranch LLC, a Delaware limited liability company ("Developer').
RECITALS
A. Developer owns in fee all of the real property described on Exhibit A and depicted
on Exhibit B, consisting of approximately 578 gross acres of land area located in the City of
Menifee, County of Riverside, State of California ("Property").
B. Developer, desires to develop the Property with up to 1,718 dwelling units
(providing an array of housing types and neighborhood amenities, including greenbelts, trails, a
public sports park, open space, and an elementary school) within the southerly and easterly
portions of the Property and civic node public facilities, business park, commercial business park,
and commercial areas within the northerly and westerly portions of the Property.
C. The Planning and Zoning approvals for the development of Developer's proposed
project on the Property obtained prior to the Effective Date of this Agreement (collectively, the
"Development Approvals") include but are not limited to the following:
i. General Plan Amendment (GPA) No. PLN 21-0336 to revise the General
Plan land use map to include the proposed Menifee Valley Specific Plan No. PLN 21-
0217 designation and to remove the portion of Specific Plan No. 301 proposed to be
removed under Specific Plan Amendment No. PLN 21-0221 (as described below).
ii. Change of Zone (CZ) No. PLN 21-0335 making revisions to the zoning
ordinance text of Specific Plan No. 301 to reflect the Amendment and to revise the City
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Zoning Map to include the Menifee Valley Specific Plan (Specific Plan No. PLN 21-0217)
and to remove the portion of Specific Plan No. 301 removed under Specific Plan
Amendment No. PLN 21-0221.
iii. Specific Plan Amendment No. PLN 21-0221 removing the Property from
Specific Plan No. 301.
iv. Specific Plan No. PLN 21-0217 adopting a separate and distinct Menifee
Valley Specific Plan ("MVSP") on the Property. The MVSP Land Use Plan divides the
Property into 15 "Planning Areas". The southerly and easterly portions of the Property
will accommodate up to 1,718 dwelling units (with an array of housing types and
neighborhood amenities, including greenbelts, trails, a public sports park, open space, and
an elementary school) and the northerly and westerly portions of the Property will
accommodate civic node public facilities, business park, commercial business park, and
commercial areas.
V. Tentative Tract May No. PLN 22-0033 establishing the boundaries and
dimension of lots and streets and the proposed grading for the Menifee Valley Specific
Plan (Specific Plan No. PLN 21-0217). Following map recordation, the final map will
become the legal document that identifies developable lots within the Specific Plan.
vi. Development Agreement No. PLN 21-0338 approving a Development
Agreement between Developer and the City of Menifee.
vii. Environmental Clearance Document: The Menifee Valley Specific Plan
Environmental Impact Report, State Clearinghouse Number 2022-030233, together with
its associated findings of fact and mitigation monitoring and reporting program has been
certified by the City Council.
D. Subject to the Development Approvals, Developer intends to develop a project on
the Property that shall remain within the following parameters (collectively, "Core Project
Characteristics"):
i. Variety of Residential Ilousingy Tunes: Developer proposes six Planning Areas
(Planning Areas 1 through 6 as designated in the MVSP) which shall accommodate single -
and multi -family residential homes, as well as residential neighborhood amenities that
include but are not limited to: a private recreation center, greenbelts, a dog park, and an
agriculture-themed business area that could include fann/produce stands, a garden/growing
area, and small commercial and non-commercial animal keeping.
ii Retail and Service Commercial Frontage along Highway 74: Developer proposes
approximately 42 acres of retail and service commercial within Planning Area 13 (as
designated in the MVSP), with up to 560,000 sq. ft. of building space. Buildings are
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anticipated to accommodate a mixture of commercial, retail and small business incubator
uses. Agri -commercial uses are also permitted in Planning Area 13.
iii. Job Creating_ Warehouse/Manufacturing/Industrial: Developer proposes up to
4,360,000 sq. ft. of building space within Planning Areas 10 and 11 (as designated in the
MVSP). Buildings are anticipated to accommodate a mixture of general light industrial,
manufacturing, warehouse/storage, fulfillment center, and e-commerce operations.
Building sizes will vary and have the potential to reach over 1,000,000 sq. ft. Within
Planning Area 12 (as designated in the MVSP), Developer proposes up to 1,150,000 sq. ft.
of building space anticipated to accommodate business park, commercial, retail, incubator,
and small -scale light industrial. General light industrial, manufacturing,
warehouse/storage, fulfillment center, and e-commerce operations are permitted in these
locations except within distances as specified in Specific Plan, Section 4.0, to residential
uses and Heritage High School.
iv. Public Amenities including Community Park with Pedestrian Bridge, Fire
Station/Transit Facility, Linear/Pocket Parks: Planning Areas 7A, 7B, 8A, and 8B (as
designated in the MVSP) provide 29.8 acres of Open Space -Recreation (OS-R) and 14.7
acres of Open Space -Conservation (OS-C) land uses in the southern portion of the
Property. In total, the Open Space land uses represent 44.5 acres of the Property. Planning
Area 9 (as designated in the MVSP) represents 5.3 acres in the southwestern corner of the
Property area and is designated as a Civic Node Public Facility (PF) site for the location of
a fire station or similar public service use. A passenger stop for trains using the rail line
also could occur in this location.
V. Public Infrastructure On and Off -site: The Project will include the construction of
public roads bordering and internal to the Property, including Highway 74, Menifee Road,
Briggs Road, Malaga Road, and McLaughlin Road. The Project will also include
improvements to offsite public roads including, but not limited to, McLaughlin Road from
Menifee Road to Case/Matthews Road, Case/Matthews Road from the future extension of
McLaughlin Road to approximately 250 feet south of Ethanac Road, and McCall
Boulevard from Encanto Drive to Menifee Road.
E. Government Code Sections 65864 et seq. ("Development Agreement Law")
authorize City to enter into binding development agreements with persons having a legal or
equitable interest in real property for the development of such property, all for the purpose of
strengthening the public planning process, encouraging private participation and comprehensive
planning, and reducing the economic costs of such development. Developer and City have agreed
to enter into this Development Agreement to memorialize and secure the respective expectations
of City and Developer.
F. The City Council has found that this Agreement is in the best public interest of City
and its residents. Approving this Agreement constitutes a present exercise of City's authority to
protect the public health, safety, and welfare, and the Project is consistent with the goals and
policies of City's General Plan and imposes appropriate standards and requirements with respect
to the Development of the Property in order to maintain the overall quality of life and of the
environment within City. Prior to its approval of this Agreement, City considered the
environmental impacts of the Project and completed its environmental review of the Project.
G. On January 10, 2024 the Planning Commission of City held a public hearing on
Developer's application for approval of this Agreement, made certain findings and determinations
with respect thereto, and adopted Planning Commission Resolution No. PC24-617, which
recommended to the City Council that this Agreement be approved.
H. On February 7, 2024, the City Council held a public hearing on Developer's
application for approval of this Agreement, considered the recommendations of the Planning
Commission, and found that this Agreement is consistent with City's General Plan. On February
7, 2024, the City Council introduced Ordinance No. 2024-387, approving this Development
Agreement for first reading. On February 21, 2024, the City Council adopted Ordinance No.
2024-387, which takes effect as of March 22, 2024.
COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants
hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS AND EXHIBITS.
1.1 Definitions. This Agreement uses a number of terms having specific meanings, as
defined below. These specially defined terms are distinguished by having the initial letter
capitalized, or all letters capitalized, when used in the Agreement. The defined terms include the
following:
1.1.1 "Actual Costs of Construction" means the sum of (i) hard and soft out-of-
pocket costs paid to Unaffiliated third parties (including, without limitation, land use
planning and engineering costs, land and right of way acquisition costs, utility easement
acquisition costs, temporary construction easement costs, utility fees, construction and
management costs, plan check, inspection, permit and construction fees); (ii) general
conditions costs (to the extent not included in section "(i)" above, not to exceed five percent
(5%) of hard costs); and (iii) an internal Developer project administration fee of up to three
percent (3%) of the hard and soft costs set forth in (i) above to compensate Developer for
performance of contract administration, bidding, accounting, design oversight, and project
management. For the avoidance of doubt, the categories of costs set forth in clauses "(i)",
'Vi)", and "(ill)" in the precedent sentence are mutually exclusive, and no cost in one
category may be included in any other category. Actual Costs of Construction shall be
evidenced by Developer's submission of paid invoices or other documentation reasonably
acceptable to City. Except as provided in clause (iii) above, internal project management
and administrative costs and expenses paid to affiliates of Developer, if any, shall not be
counted for purposes of the fee credit calculation.
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1.1.2 "Administrative Adjustment" means any amendment to this Agreement
which in the context of the overall Project contemplated by this Agreement does not
substantially affect (i) the Term of this Agreement; (ii) permitted uses of the Property, (iii)
provisions for the reservation, dedication, or conveyance of land; (iv) conditions, terms,
restrictions or requirements for subsequent discretionary actions; (v) the density or intensity
of the use of the Property or the maximum height or size of proposed buildings; (vi)
monetary contributions by Developer.
1.1.3 "Agreement" means this Development Agreement.
1.1.4 "Affiliate" means a person or entity that, directly or indirectly controls
Developer, is controlled by Developer, or is, with Developer, under common control of
another person or entity. Indicia of control include, without limitation, interlocking
management or ownership; identity of interests among family members; shared facilities
and equipment; common use of employees; and use of substantially the same management,
ownership or principals as Developer.
1.1.5 "Applicable Law" means all federal, state, and local laws and regulations
applicable to the Project as of the Effective Date.
1.1.6 "Certificate" means the "Certificate of Agreement Compliance" referred
to in Section 4.4 of this Agreement.
1.1.7 "Caltrans" means the California Department of Transportation.
1.1.8 "Certificate of Occupancy" means a formal certificate of occupancy or any
other authorization for operational use of a building, structure, or area within the Property.
1.1.9 "CFD" means a Community Facilities District allowed to be formed
pursuant to the CFD Act by City.
1.1.10 "CFD Act" means the Mello -Roos Community Facilities Act of 1982
(California Government Code Section 53311 et seq.) as maybe amended from time to time.
1.1.11 "City" means the City of Menifee, a municipal corporation of the State of
California.
1.1.12 "City Council" means the City Council of City.
1.1.13 "City Parties" means the City, City Council, City officers, employees,
attorneys and agents.
1.1.14 "Claim" means any claim, loss, cost, damage, expense, liability, lien,
action, cause of action (whether in tort, contract, under statute, at law, in equity or
otherwise), charge, award, assessment, fine or penalty of any kind (including consultant
and expert fees, Legal Costs, and expenses and investigation costs of whatever kind or
nature), and any judgment caused or initiated by a third party. Without limiting the
foregoing, "Claims" include any matter that results or arises in any way from any of the
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following: (1) the noncompliance by Developer or its contractor with any applicable local,
state and/or federal law or regulation, including, without limitation, any applicable federal
and/or state labor laws or regulations (including, without limitation, if applicable, the
requirement to pay state and/or federal prevailing wages and hire apprentices); (2) the
implementation of Labor Code Section 1720 et seq. and/or any other similar law or
regulation; and/or (3) failure by Developer to provide any required disclosure or
identification as required by Labor Code Sections 1720 et seq., as the same may be
amended from time to time, or any other similar law or regulation.
1.1.15 "Conceptual Phasing Plan " means the planned sequence and timing in
which the Project may be constructed, as set forth in Exhi1)it C, which sequence and timing
may be modified subject to any conditions reasonably imposed by City pursuant to Section
3.5.
1.1.16 "Conflict" as that term is used in Section 3.5 means any City -imposed
modification that: (a) changes the permitted uses of the Property, the density and intensity
of use (including, but not limited to, floor area ratios of buildings), or the maximum height
and size of proposed buildings in a manner that is not consistent with the Development
Plan; (b) imposes new or additional requirements, or changes existing requirements, for
reservation or dedication of land for public purposes or requirements for infrastructure,
public improvements, or public utilities that are not otherwise provided for pursuant
Development Plan (subject to the reservation of authority in Section 3.5.1); (c) changes in
conditions upon Development of the Project on the Property other than as permitted by
Section 3.5.1; (d) expressly limits the timing, phasing, or rate of Development of the
Property in a manner that is not consistent with the Development Plan; (e) limits the
location of building sites, grading, or other improvements on the Property in a manner that
is not consistent with the Development Plan; or (f) unreasonably limits the processing or
procuring of applications and approvals of Subsequent Development Approvals.
1.1.17 "Costs " means quantifiable expenses of any kind, including without
limitation the allocated value of staff time, amounts expended for consultant and/or legal
services, acquisition expenses, and allocated overhead.
1.1.18 "Core Project Characteristics" means those core characteristics of the
Project described in subparagraphs "i" through "v" of Recital D.
1.1.19 "Default" means the failure to perform any material duty or obligation set
forth in this Agreement or to comply in good faith with the terms of this Agreement.
1.1.20 "Developer" means Minor Ranch LLC, a Delaware limited liability
company, its Affiliates, and their successors in interest to all or any part of the Property.
1.1.21 "Development" means the improvement of the Property for the purposes of
completing the structures, improvements and facilities comprising the Project including,
but not limited to: grading; the construction of infrastructure and public facilities related
to the Project whether located within or outside the Property; the construction of buildings
and structures; and the installation of landscaping and all other facilities and improvements.
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"Development" also includes the maintenance, repair, reconstruction or redevelopment of
any building, structure, improvement, landscaping or facility after the construction and
completion thereof.
1.1.22 "Development Approvals" means all permits, licenses, consents, rights and
privileges, and other actions subject to approval or issuance by City in connection with
Development of the Project on the Property issued by City on or before the Effective Date,
including but not limited to the Development Approvals listed in Recital C, subparagraph
"i" through "vii".
1.1.23 "Development Agreement Law" means Government Code Section 65864
et seq. which govern the terms, procedures, and requirements for entering into statutory
development agreements, including this Agreement.
1.1.24 "Development Impact Fees" means the monetary consideration charged by
City in connection with a development project for the purpose of defraying all or a portion
of the cost of mitigating the impacts of the Project and development of the public facilities
related to Development of the Project. Development Impact Fees shall not include:
(i) City's normal fees for processing, environmental assessment/review, tentative
tracts/parcel map review, plan checking, site review, site approval, administrative review,
building permit (plumbing, mechanical, electrical, building), inspection, and similar fees
imposed to recover City's Costs associated with processing, review, and inspection of
applications, plans, specifications, etc.; and/or (ii) fees and charges levied by any other
public agency, utility, district, or joint powers authority, whether or not such fees are
collected by City.
1.1.25 "Development Plan" means the plan for Development of the Project on the
Property which shall be subject to the Development Approvals, the Core Project
Characteristics, the conceptual site plan included in the MVSP, the Mitigation Monitoring
and Reporting Program on file with City and adopted and approved by City in connection
with its approval of the Project, the Conceptual Phasing Plan attached as Exhibit C, the
payment of Development Impact Fees, and the payment of fair share fees and completion
of Offsite Improvements as described in Exhibit E and Section 5.3 of this Agreement, and
the Land Use Regulations.
1.1.26 "Development Requirement" means any requirement of City in connection
with or pursuant to any Development Approval for the dedication of land, the construction
or improvement of public facilities, the payment of fees (including Development Impact
Fees) or assessments in order to lessen, offset, mitigate or compensate for the impacts of
Development on the environment, or the advancement of the public interest.
1.1.27 "Effective Date" means March 22, 2024, which is the date that the
ordinance approving this Agreement becomes effective.
1.1.28 "Eligible TUMF Reimbursements/Credits" means the maximum amount
of reimbursement and/or credits from the Transportation Uniform Mitigation Fee Program
resulting from Developer's construction of the McCall Boulevard Improvements, provided
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that the amount of reimbursement and/or credit does not exceed the actual costs of
construction of the McCall Boulevard Improvements.
1.1.29 "Excess Contributions" means, to the extent they exceed, the difference
between the actual cost of the community and area -wide infrastructure and park benefits
as set forth within Exhibit F, and the cost of the Development Requirements City could
otherwise impose on the Project.
1.1.30 "Fair Share Fee" means the pro rata dollar amount and estimated fair share
percent responsibility of the Project for the Offsite Improvements set forth in Schedule 2
of Exhibit E.
1.1.31 "Fire Station I Public Facility Site" means the 5.3 acres located within
Planning Area 9 (as designated in the MVSP), which shall be deeded to City as a separate
legal lot, mass graded with frontage improvements and connections for all utility types
stubbed to the property, and which is anticipated to contain a fire station, transit stop or
other civic uses, and which will contain a maximum build -out of 120,000 sq. ft.
1.1.32 "Forecasted Daily Trips" means the number of daily traffic trips estimated
to be caused by the development included in a Subsequent Development Approval (i.e.,
home(s), building(s), park(s), or other use(s) or structure(s)), with such estimates based
upon the methodology and data as is utilized in the TIA.
1.1.33 "Force Majeure Delay" means, pursuant to Section 11.12, a delay in
performance of this Agreement caused by strikes; acts of God; a declaration of emergency
as a result of a public health issue, including the occurrence of any pandemic; enemy action;
civil disturbances; wars; terrorist acts; fire; unavoidable casualties; referenda; or mediation,
arbitration, litigation, or other administrative or judicial proceeding commenced by a third
party and involving the Development Approvals or Subsequent Development Approvals
or this Agreement.
1.1.34 "Highway 74 Improvements" means all required frontage improvements
and improvements identified in the TIA effecting Highway 74 that require permits and/or
approvals from the Caltrans.
1.1.35 "Highway 74 Retail Commercial Project Component" means a
retail/commercial center of approximately 20.67 acres that will consist of commercial retail
uses that will total approximately 115,000 S.F. of development;
1.1.36 "Land Use Regulations" means all ordinances, resolutions, codes, rules,
regulations, City adopted plans (including, but not limited to, trail plans and park master
plans) and official policies of City adopted and effective on or before the Effective Date
governing Development and use of land, including, without limitation, the permitted use
of land, the density or intensity of use, subdivision requirements, the maximum height and
size of proposed buildings, the provisions for reservation or dedication of land for public
purposes, and the design, improvement, grading, and construction standards and
specifications applicable to the Development of the Property. "Land Use Regulations"
does not include any City ordinance, resolution, code, rule, regulation or official policy,
governing:
(a) the conduct of businesses, professions, and occupations;
(b) taxes and assessments;
(c) the control and abatement of nuisances;
(d) the granting of encroachment permits and the conveyance of rights
and interests which provide for the use of or the entry upon public property;
(e) the exercise of the power of eminent domain; and
(f) the amount of processing fees or Development Impact Fees.
1.1.37 "Legal Costs" means for any Person, all actual and reasonable costs and
expenses such Person incurs in any legal proceeding (or other matter for which such Person
is entitled to be reimbursed for its Legal Costs), including reasonable attorneys' fees, court
costs and expenses, including in or as a result of any: (a) bankruptcy proceeding;
(b) litigation between the Parties; (c) negotiating or documenting any agreement with a
third party requested by the other Party; (d) requirement or request that such Person or its
employees act as a witness in any proceeding regarding this Agreement or the other Party;
and (e) review or approval that the other Party requests of such Person. All references to
Legal Costs shall include the hourly rates and costs of contract general counsel to City or
Developer, respectively, and the lawyers employed in the office of such general counsel
who provide legal services regarding a particular matter, adjusted to or billed at an hourly
rate and multiplied by the time spent on such matter rounded to increments of one -tenth
(1/10) of an hour, in addition to Legal Costs of outside counsel retained by City or
Developer, respectively, for such matter.
1.1.38 "LOS" means a qualitative description of traffic flow based on several
factors such as speed, travel time, delay, and freedom to maneuver. Six levels are typically
defined ranging from LOS "A", representing completely free -flow conditions, to LOS "F",
representing breakdown in flow resulting in stop -and -go conditions. LOS "E" represents
operations at or near capacity, an unstable level where vehicles are operating with the
minimum spacing for maintaining uniform flow.
1.1.39 "McCall Boulevard Improvements" means those Offsite Improvements on
and adjacent to McCall Boulevard that are imposed on the Project as identified in the TIA
because (i) the Project adds traffic at an area with an already unacceptable LOS (i.e., LOS
"F), and (ii) the improvements are necessary or appropriate to avoid an unacceptable LOS.
1.1.40 "McCall Excess Contribution" means sixty three percent (63%) of the
Developer's Actual Costs of Construction of the McCall Boulevard Improvements.
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1.1.41 "Mitigation Measures" means those requirements imposed on the Project
pursuant to , the Mitigation Monitoring and Reporting Program on file with City and
adopted and approved by City in connection with its approval of the Project.
1.1.42 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed
of trust or any other security -device, a lender or each of their respective successors and
assigns.
1.1.43 "Municipal Code" means the Menifee Municipal Code as it existed on the
Effective Date.
1.1.44 "MVSP" has the meaning assigned to that term in subparagraph iv of
Recital C.
1.1.45 "Notice of Non -Compliance" as that term is used in Section 4.3 means a
written notice specifying the grounds on which any Party concludes that the other Party
has not complied in good faith with the terms of the Agreement, and providing all facts
demonstrating such non-compliance.
1.1.46 "Offsite Improvements" means those improvements to be developed
outside of the Property, as included on Exhibit E.
1.1.47 "Paseo 8A" means the greenbelt of passive recreation, including a Class I
bicycle trail, contiguous pedestrian trail, and landscaped green space within Planning Area
8A (as designated in the MVSP).
1.1.48 "Paseo 8B" means the greenbelt of passive recreation, including a Class I
bicycle trail, contiguous pedestrian trail, and landscaped green space within Planning Area
8B (as designated in the MVSP).
1.1.49 "Party " and "Parties " mean and refer to City and/or Developer, as context
dictates, and their respective successors, assigns, and Affiliates.
1.1.50 "Pedestrian Bridge" means the bridge that will cross over the Riverside
County Transportation Commission (RCTC) railroad tracks to the south to connect the
proposed greenbelt within Planning Area 8A (as designated in the MVSP) with an existing
greenbelt system in the community of Heritage Lake, and provide for non -vehicular
connectivity between the MVSP area and the community of Heritage Lake.
1.1.51 "Person" means any association, corporation, government, individual,
joint venture, joint-stock company, limited liability company, partnership, trust,
unincorporated organization or other entity of any kind.
1.1.52 "Private Community Recreation Center / Clubhouse" means a private
community recreation center, which may include a private pool(s) and clubhouse building
that will be provided within the Residential (R) Planning Areas (i.e., Planning Areas 1, 2,
3, 4, 5 or 6) of the MVSP and serve the residents of the MVSP.
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1.1.53 "Project" means the Development of the Property consistent with the
Development Plan.
1.1.54 "Property" means the real property described on Exhibit 'Land depicted on
Exhibit B to this Agreement.
1.1.55 "Public Improvements Agreement" means an agreement in a form
reasonably approved by the City Attorney that sets forth the procedures for design,
construction, funding, and acceptance of those public improvements required to be
constructed by Developer pursuant to this Agreement.
1.1.56 "RBBD" means a Road and Bridge Benefit District formed under or
pursuant to Applicable Law, including without limitation Government Code Section
66484.
1.1.57 "Reservation of Authority" means the rights and authority excepted from
the assurances and rights provided to Developer under this Agreement and reserved to City.
1.1.58 "Sports/Aquatic Park" means the park that will be constructed within the
approximately 16.7 acre area in Planning Area 7A (as designated in the MVSP). This
public park will be designed to include ball fields, an aquatic center, playground
equipment, parking and other associated amenities. This will serve as a public park.
1.1.59 "Subsequent Development Approvals" means all permits, licenses,
consents, rights and privileges, and other actions subject to approval or issuance by City
for the Development of the Project on the Property issued by City after the Effective Date.
1.1.60 "Subsequent Land Use Regulations" means all ordinances, codes, rules,
regulations, City adopted plans and official policies of City adopted and effective after the
Effective Date of this Agreement governing Development and use of the Property,
including, without limitation, the permitted use of the Property, the density or intensity of
use, subdivision requirements, the maximum height and size of proposed buildings, the
provisions for reservation or dedication of land for public purposes, and the design,
improvement, and construction standards and specifications applicable to the Development
of the Property; provided, however, that "Subsequent Land Use Regulations" do not
include any City ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of business, professions, and occupations; (b) taxes and assessments; (c) the
control and abatement of nuisances; (d) the granting of encroachment permits and the
conveyance of rights and interests which provide for the use of or entry upon public property;
(e) the exercise of the power of eminent domain; and (f) the amount of processing fees or
Development Impact Fees.
1.1.61 "Term" means the period of time from the Effective Date until the
expiration of this Agreement as provided in Section 2.3, or earlier termination as provided
in Section 9.
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1.1.62 "TIA" means that certain Traffic Impact Analysis for the Menifee Valley
Specific Plan, prepared by LSA Associates, dated September 2023, and on file with the
City Clerk of the City of Menifee.
1.1.63 "Transfer" means sell, assign, or transfer.
1.1.64 "Unaffiliated" means and refers to a person or entity that is not an Affiliate.
1.1.65 "Zoning Code" means the Title 9, Zoning of the Municipal Code.
1.2 Exhibits. The following documents are attached to, and by this reference made a
part of, this Agreement:
Exhibit A Legal Description of the Property
Exhibit B Map Showing Property and Its Location
Exhibit C Conceptual Phasing Plan
Exhibit D RESERVED
Exhibit E Offsite Improvements and Fair Share Obligations
Exhibit F Community -Wide and Area -Wide Infrastructure and Park Benefits
2. GENERAL PROVISIONS.
2.1 Binding Effect of Agreement. From and following the Effective Date,
Development of the Project and City actions on applications for Subsequent Development
Approvals respecting the Development of the Project shall be subject to the terms and provisions
of this Agreement.
2.2 Assignment. Upon the Transfer in whole or in part, of Developer's right and
interest to all or any portion of the Property, Developer may, at least thirty (30) days prior to
completion of the Transfer, apply to City for a release from its obligations hereunder with respect
to the portion of the Property so Transferred. City shall approve the partial or full release if. (i)
Developer is not in Default of this Agreement at the time of the approval of the release, or provides
adequate assurances to the satisfaction of City, in City's sole and absolute discretion, that
Developer will cure any Default prior to the Transfer; (ii) with respect to the Transfer of any lot
that has not been fully improved, the transferee executes and delivers to City a written assumption
agreement in substance and form which is approved by City's Attorney, which approval shall not
be unreasonably denied, and in which: (A) the name and address of the transferee is set forth; (B)
the transferee expressly assumes the obligations of Developer under this Agreement as to the
portion of the Property transferred; (C) the transferee provides commercially reasonable
assurances of its performance of the obligations of Developer that transferee proposes to assume;
and (D) the assumption agreement adequately allocates to the transferee (or justifies the non -
allocation) credits, reimbursements, or other benefits and obligations of Developer under this
Agreement that relate to the portion of the Property transferred. Failure to obtain City approval of
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a written assumption agreement hereunder shall not negate, modify or otherwise affect the liability
under this Agreement of any transferee or future owner of any portion of the Property. Developer
shall remain responsible for all obligations set forth in the Agreement that are not subject to an
assignment approved by City in accordance with this paragraph.
2.3 Term.
2.3.1 The term of this Agreement shall commence on the Effective Date and,
except for those provisions in this Agreement that expressly survive the expiration or
termination of this Agreement, shall continue thereafter for a period of fifteen (15) years
from and after the Effective Date, with one additional optional extension of five (5) years
which may be exercised at the sole discretion of any Party so long as (i) the optional
extension is exercised prior to the expiration of the initial fifteen (15) year term, (ii) at least
seventy five thousand (75,000) square feet of duly permitted commercial retail square
footage has been constructed in the Highway 74 Retail Commercial Project Component,
and (iii) this Agreement has not, prior to the exercise of the optional extension, been
terminated, modified, or extended by circumstances set forth in this Agreement or by
mutual written consent of the Parties.
2.3.2 Where a shorter term is not mandated by Applicable Law, the term of any
and all discretionary Development Approvals and discretionary Subsequent Development
Approvals shall automatically be extended for the longer of the Term of this Agreement or
the term otherwise applicable to such discretionary Development Approvals or
discretionary Subsequent Development Approvals. For the avoidance of doubt, the
following categories of Development Approvals and Subsequent Development Approvals
shall be deemed "not discretionary" for purposes of this Section: grading permits, building
permits, improvement permits, landscape permits, wall and fence plans, and signage
permits and programs.
3. DEVELOPMENT OF THE PROPERTY.
3.1 Rights to Develop. Subject to the terms of this Agreement, Developer shall have
a vested right to develop the Project on the Property in accordance with, subject to, and to the
extent of, the Development Plan.
3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided
under the terms of this Agreement, the rules, regulations and official policies governing permitted
uses of the Property, the density and intensity of use of the Property, the maximum height and size
of proposed buildings, and the design, improvement and construction standards and specifications
applicable to Development of the Property, shall be those contained in the Development Plan and
the Land Use Regulations.
3.3 Timing of Development. The Parties acknowledge that Developer cannot at this
time predict when or the rate at which phases of the Property will be developed. Such decisions
depend upon numerous factors which are not within the control of Developer, such as market
orientation and demand, interest rates, absorption, completion and other similar factors. Since the
California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d
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465, that the failure of the parties therein to provide for the timing of development resulted in a
later -adopted initiative restricting the timing of development to prevail over such parties'
agreement, it is the Parties' intent to cure that deficiency by acknowledging and providing that
Developer shall have the right to develop the Property, subject to such conditions as may be
imposed by City pursuant to Section 3.5, in such order and at such rate and at such times as
Developer deems appropriate within the exercise of its subjective business judgment. Nothing in
this Section is intended to alter the standard durational limits of any applicable permits issued to
Developer.
3.4 Changes and Amendments.
3.4.1 Application for Subsequent Development Approval. The Parties
acknowledge that Development of the Project will likely require Subsequent Development
Approvals, and that in connection therewith Developer may determine that changes are
desirable in the existing Development Approvals or Development Plan. If Developer finds
that such a change is desirable, Developer may apply, in writing, for an amendment to prior
Development Approvals or the Development Plan to effectuate such change, and City shall
process and act on such application in the normal manner for processing such matters.
3.4.2 Approval Process and Authority. The approval process and authority for
Subsequent Development Approvals shall be as set forth in the MVSP. Without limiting
the foregoing, the Parties acknowledge that the MVSP allows for administrative approvals
of (i) residential tract maps, (ii) commercial plot plans, and (iii) industrial plot plans so
long as buildings do not exceed 1,450,000 square feet in Planning Area 10 (as designated
in the MVSP), 1,400,000 square feet in Planning Area 11 (as designated in the MVSP),
and 570,000 in Planning Area 12 (as designated in the MVSP); provided, however that (x)
no administrative approval shall be authorized for any application for development that is
not consistent with the MVSP and all development and design standards, (y) no
administrative approval shall be allowed for variances, conditional use permits, and/or any
development that requires subsequent or supplemental environmental review under 14 Cal.
Code. Regs. 15162 or an addendum to a previously approved environmental document
under 14 Cal. Code Regs 15164, and (z) in every instance, the administrative approval
authority may choose, in their sole and absolute discretion, to request review and approval
from the Menifee Planning Commission of any matter otherwise eligible for administrative
review.
3.4.3 Changes in Density and Intensity. City shall have no obligation to grant
any application for a Subsequent Development Approval by Developer (including, without
limitation, General Plan amendments, zone changes, or variances) that increases the overall
intensity or density of Development or, in the sole and absolute discretion of City's City
Manager, otherwise causes a substantial modification of the Development Plan.
3.4.4 Processing Timelines. The Parties recognize and agree that processing
timelines for Subsequent Development Approvals are dependent on workload, employee
and consultant availability, and other factors that are unknown as of the Effective Date.
Subject to those uncertainties, City will aim to process all plan checks associated with
applications for Subsequent Development Approvals on the following schedule: (1) City
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will deliver plan check comments within three (3) weeks following receipt of a complete
initial submittal, and (2) City will deliver plan check comments within two (2) weeks
following receipt of a complete second submittal, and each subsequent complete submittal.
3.4.5 Incorporation of Modifications Into Vested Project. If approved in a form
to which Developer and City have both, in their respective sole and absolute discretion,
consented in writing, any application effectuating a change in the Development Approvals
or Development Plan shall be incorporated herein and any resulting modifications to the
Exhibits to this Agreement, shall be administratively appended to this Agreement for
tracking purposes, and a notice thereof shall be recorded in the Official Records of the
County of Riverside.
3.5 Reservation of Authority.
3.5.1 Limitations, Reservations and Exceptions. Notwithstanding any other
provision of this Agreement, the following Subsequent Land Use Regulations shall apply
to the Development of the Project on the Property:
(a) Processing fees and charges of every kind and nature imposed by
City to cover the estimated actual Costs to City of processing applications for
Development Approvals, or Subsequent Development Approvals, or for monitoring
compliance with any Development Approvals or Subsequent Development
Approvals granted or issued.
(b) Procedural regulations relating to hearing bodies, petitions,
applications, notices, findings, records, hearing, reports, recommendations, appeals
and any other matter of procedure.
(c) Changes adopted by the California Building Standards Commission
to the California Building Code, from time to time, as well as local modifications
to the California Building Code adopted by City as Subsequent Land Use
Regulations.
(d) Changes to existing Development Impact Fees, adoption of new
Development Impact Fees, and/or adoption or amendment of any other fees,
assessments, or charges adopted by the City Council.
(e) Regulations imposed by City which may be in conflict with the
Development Plan but which are reasonably necessary to protect the public health
or safety. To the extent reasonable and feasible, any such regulations shall be
applied and construed consistent with Section 3.5.2 below to provide Developer
with the rights and assurances provided under this Agreement.
(f) Regulations imposed by City which are not in conflict with the
Development Plan and this Agreement.
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(g) Regulations which conflict with the Development Plan provided
Developer and City have given written consent to the application of such
regulations to Development of Property.
(h) Laws and regulations imposed by Federal, State, regional, or other
governmental authorities, or imposed directly by City as necessary to comply with
Federal, State, regional or other governmental authorities' regulations, which City
is required to enforce against the Property or the Development of the Property.
3.5.2 Future Discretion of City. This Agreement shall not prevent City, in acting
on Subsequent Development Approvals, from applying Subsequent Land Use Regulations
which do not conflict with the Development Plan, nor shall this Agreement prevent City
from (i) denying or conditionally approving any Subsequent Development Approval on the
basis of the Land Use Regulations or any Subsequent Land Use Regulation not in conflict
with the Development Plan, and/or (ii) reasonably conditioning any Subsequent
Development Approval that is inconsistent with the Conceptual Phasing Plan as necessary
to ensure that infrastructure, improvements, and public benefits for and from the Project
are delivered in a time and in a manner that is functionally equivalent to the delivery of
infrastructure, improvements, and public benefits that would occur if the Project were
constructed under the Conceptual Phasing Plan..
3.5.3 Modification or Suspension by State or Federal Law. In the event that State
or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent
or preclude compliance with one or more of the provisions of this Agreement, such
provisions of this Agreement shall be modified or suspended as may be necessary to
comply with such State or Federal laws or regulations, and this Agreement shall remain in
full force and effect to the extent it is not inconsistent with such laws or regulations and to
the extent such laws or regulations do not render such remaining provisions impractical to
enforce.
3.5.4 Taxes, Assessments and Fees; Reservation of Rights. This Agreement shall
not prevent City from enacting, levying, or imposing any new or increased tax, assessment
or fee, and from applying that fee to the Project and/or the Property. Developer shall timely
pay all applicable fees, charges, assessments, and special and general taxes validly imposed
in accordance with the Constitution and laws of the State of California. Notwithstanding
the foregoing, nothing set forth herein is intended or shall be construed to limit or restrict
whatever right Developer might otherwise have to challenge any fee, charge, assessment,
or tax either adopted and imposed by City after the Effective Date.
3.6 Regulation by Other Public Agencies. It is acknowledged by the Parties that
other public agencies not subject to control by City possess authority to regulate aspects of the
Development of the Project on the Property, and this Agreement does not limit the authority of
such other public agencies.
3.7 Compliance with Government Code Section 66473.7. As mandated by
Government Code Section 65867.5, any tentative map prepared for the subdivision(s) included
within the Project will comply with Government Code Section 66473.7.
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3.8 Vesting Tentative Maps. If any tentative or final subdivision map, or tentative or
final parcel map, heretofore or hereafter approved in connection with Development of the Project
on the Property, is a vesting map under the Subdivision Map Act (Government Code Section
66410, et seq.), and if this Agreement is determined by a final judgment to be invalid or
unenforceable insofar as it grants a vested right to develop to Developer, then and to that extent
the rights and protection afforded Developer under the laws and ordinances applicable to vesting
maps shall supersede the provisions of this Agreement. Except as set forth immediately above,
Development of the Property shall occur only as provided in this Agreement, and the provisions
in this Agreement shall be controlling over any conflicting provision of law or ordinance
concerning vesting maps.
3.9 Processing of Applications and Permits. Upon satisfactory completion by
Developer of all required preliminary actions and payment of appropriate processing fees, City
shall promptly proceed to process, check, and make a determination on all applications for
development and building approvals within the times set forth in the Permit Streamlining Act
(Chapter 4.5 (commencing with Section 65920) of Division 1 of Title 7 of the California
Government Code), the Subdivision Map Act (Division 2 (commencing with section 66410) of
Title 7 of the California Government Code) and other applicable provisions of law, as the same
may be amended from time to time. Developer may request that City identify dedicated staff
and/or consultants to further expedite the processing, checking, and determinations on applications
for development and building approvals, and City may reasonably accommodate Developer's
request subject to the availability (in City's sole determination) of available and qualified staff and
consultants for such purpose. City shall reasonably attempt to process all plan checks within three
(3) weeks following of each initial submittal and within two (2) weeks following each second or
subsequent submittal so long as (i) Developer's plans for a phased project and all plan check
submittals include a detailed memorandum identifying all design exceptions, (d) Developer's
second and subsequent submittals include complete and comprehensive responses to prior -issued
comments by City and/or its consultants, and (iii) Developer and all relevant experts and
consultants schedule and participate in a meeting with appropriate City staff and consultants prior
to each initial plan submittal.
4. REVIEW FOR COMPLIANCE.
4.1 Periodic Review. During the Term, City's City Manager or their designee, shall
review this Agreement during May of each year following the Effective Date, in order to ascertain
the good faith compliance by Developer with the terms of the Agreement. As part of that review,
Developer shall submit an annual monitoring review statement describing its actions in compliance
with this Agreement, in a form acceptable to City's City Manager, by March 15 of that year. The
statement shall be accompanied by an annual review and administration fee sufficient to defray
the estimated costs of review and administration of the Agreement during the succeeding year.
The amount of the annual review and administration fee shall be set by resolution of the City
Council.
4.2 Special Review. The City Council may order a special review of compliance with
this Agreement at any time. Developer shall cooperate with City in the conduct of such special
reviews.
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4.3 Procedure. In connection with any periodic or special review, each Party shall
have a reasonable opportunity to assert matters which it believes have not been undertaken in
accordance with the Agreement, to explain the basis for such assertion, and to receive from the
other Party a justification of its position on such matters. If on the basis of the Parties' review of
any terms of the Agreement, any Party concludes that the other Party has not complied in good
faith with the terms of the Agreement, then such Party may issue a written Notice of Non -
Compliance. The Party receiving a Notice of Non -Compliance shall have thirty (30) days to
respond in writing to said Notice of Non -Compliance. If a Notice of Non -Compliance is contested,
the Parties shall have up to sixty (60) days to arrive at a mutually acceptable resolution of the
matters occasioning the Notice of Non -Compliance. In the event that the Parties are not able to
arrive at a mutually acceptable resolution of the matter(s) by the end of the sixty (60) day period,
the Party alleging the non-compliance may thereupon pursue the remedies provided in Section 8.
4.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic review
pursuant to Section 4.1 or special review pursuant to Section 4.2, Developer is found to be in
compliance with this Agreement, City shall, upon request by Developer, issue a Certificate to
Developer stating that after the most recent periodic or special review and based upon the
information known or made known to City's City Manager and City Council that (1) this
Agreement remains in effect and (2) Developer is in compliance. The Certificate shall be in
recordable form, shall contain information necessary to communicate constructive record notice
of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special
Review and shall state the anticipated date of commencement of the next Periodic Review.
Developer may record the Certificate with the County Recorder. Additionally, Developer may at
any time request from City a Certificate stating, in addition to the foregoing, which obligations
under this Agreement have been fully satisfied with respect to the Property, or any lot or parcel
within the Property.
5. FEES, BENEFITS, AND IMPROVEMENTS
5.1 Development Impact Fees. Developer agrees that all Development Approvals and
Subsequent Development Approvals that do not require an amendment to this Agreement under
Section 3.5 shall be subject to the Development Impact Fees, which shall be paid in the amounts
applicable as of the date of payment.
5.1.1 Development Impact Fee Pa%rnent Ti►nin„;. Except as specified in
Section 5.1.2, below, all Development Impact Fees arising from or relating to residential
and non-residential development components of the Project shall be due and shall be paid
by Developer to City concurrent with existing City policies and ordinances.
5.1.2 Development Impact Fee Credits. To the extent Developer completes and
dedicates to City improvements otherwise included in City's Development Impact Fee
programs existing as of the Effective Date, Developer shall be entitled to and receive a
reduction in its Development Impact Fee payment obligation up to the amount of
Development Impact Fees assigned to such improvements in the applicable Development
Impact Fee program (i.e., transportation, fire, parks, Quimby). Notwithstanding the
foregoing, the Parties may mutually agree to allow the posting of adequate security (which
shall, at a minimum, be posted prior to the date by which the Development Impact Fee
IN
payment would otherwise be due) in an amount sufficient to cover the costs of
Development Impact Fees owed by Developer when the Parties contemplate that
Developer will within a reasonable period of time obtain a right to Development Impact
Fee credits. Upon obtaining anticipated Development Impact Fee credits, any security
provided by Developer will be reduced in an amount that corresponds with the amount of
the Development Impact Fee credits and ensures that any remaining security is sufficient
to cover remaining owed, but unpaid, Development Impact Fees.
5.2 Public Benefit. Developer shall construct or cause the construction of all of the
community and area -wide infrastructure and park benefits as set forth in Exhibit F, even though
those benefits include some Development Requirements City could not otherwise impose on the
Project. City and Developer agree that this Agreement serves as a contractual mechanism which
facilitates construction of such facilities. Developer's Excess Contributions toward the
improvements set forth in Exhibit F are estimated to exceed the dollar value of the Development
Requirements City could otherwise impose on the Project without this Agreement by Thirty -Seven
Million Dollars ($37,000,000).
5.3 Fair Share Offsite Improvement Fees. The Offsite Improvements subject to pro
rata contribution by Developer, the total estimated cost of each Offsite Improvement, the Project
pro rata share percentage for each Offsite Improvement, the pro rata fair share cost for each Offsite
Improvement, and the total Fair Share Fees, are as set forth in Schedule 2 of Exhibit E. The total
Fair Share Fees is Four Million Nine Hundred Fifty Thousand Three Hundred Thirty Dollars
($4,950,330). Fair Share Fees shall be paid to City as follows:
5.3.1 Business Park and Commercial Business Park (BP/CBP) contribution
(Planning Areas 10, 11, and 12 as designated in the MVSP): Two Million Forty -Six
Thousand Eighty -Two Dollars and Eight -Four Cent ($2,046,082.84) shall be paid to City
prior to the recordation of Final Map 38303 creating the legal Business Park, and
Commercial Business Park lots (lots 4 through 7 as shown on Tentative Tract Map 38303).
5.3.2 Commercial contribution (Planning Area 13, as designated in the MVSP):
One Million Four Hundred Ten Thousand Six Hundred Seventy -Six Dollars and Seven
Cents ($1,410,676.07) shall be paid to City prior to the earlier of (i) recordation of a final
map, subsequent to the recordation of Final Map 38303, subdividing the Retail and
Commercial zoned lots (lots 1 through 3 of Tentative Tract Map 38303), and (ii) issuance
of a site -specific precise grading permit for the first Retail or Commercial development in
Planning Area 13 (as designated in the MVSP).
5.3.3 Residential including school and Sports Park contribution (Planning Areas
1-6 and 7A, as designated in the MVSP): One Million Four Hundred Ninety -Three
Thousand Five Hundred Seventy -One Dollars and Nine Cents ($1,493,571.09) shall be
paid to City per the following. Payments shall be made prior to recordation of the first
final map in each of Planning Areas 1-6 and 7A creating any residential lot, school lot, or
sports park lot.
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(a) Prior to the recordation of the first final map within Planning Area
1 (as designated in the MVSP), a fee of Three Hundred Forty -Two Thousand Nine
Hundred Dollars and Fifty -Five Cents ($342,900.55) shall be paid to City.
(b) Prior to the recordation of the first final map within Planning Area
2 (as designated in the MVSP), a fee of Two Hundred Twenty -Four Thousand
Thirty -Five Dollars and Sixty -Six Cents ($224,035.66) shall be paid to City.
(c) Prior to the recordation of the first final map within Planning Area
3 (as designated in the MVSP), a fee of Three Hundred Fifty -One Thousand Three
Hundred Ninety Dollars and Ninety Cents ($351,390.90) shall be paid to City.
(d) Prior to the recordation of the first final map within Planning Area
4 (as designated in the MVSP), a fee of Two Hundred Twenty -Eight Thousand One
Hundred Forty -Three Dollars and Ninety Cents ($228,143.90) shall be paid to City.
(e) Prior to the recordation of the first final map within Planning Area
5 (as designated in the MVSP), a fee of Seventy -Five Thousand One Hundred
Thirty -Five Dollars and Two Cents ($75,135.02) shall be paid to City.
(f) Prior to the recordation of the first final map within Planning Area
6 (as designated in the MVSP), a fee of One Hundred Thirty -Seven Thousand Eight
Hundred Fifty -Four Dollars and Six Cents ($137,854.06) shall be paid to City.
(g) Prior to the recordation of the first final map within Planning Area
7A (as designated in the MVSP), a fee of One Hundred Thirty -Four Thousand One
Hundred Eleven Dollars and no Cents ($134,111.00) shall be paid to City.
5.4 Infrastructure Easements and Rights of Way. City and Developer shall
cooperate in connection with any arrangements for granting, abandoning or relocating existing, or
creating any new, utility or other easements, facilities, property rights or rights of way
(collectively, "ROW"), necessary to effectuate the development of the Offsite Improvements; and
if any such ROW is owned by Developer, City, or an agency of City, then Developer, City or such
agency of City shall, at the request of Developer, subject to the rights of any third party with respect
thereto, take such actions and execute such documents as may be necessary to grant, abandon,
relocate and/or revest such ROW, as necessary in connection with the development of the Offsite
Improvements. If and to the extent Developer requests such cooperation from City, Developer
shall reimburse City for all costs and expenses incurred by City in connection with this Section
5.4. Any requested abandonment or relocation of a ROW pursuant to this Section 5.4 shall provide
that any rights and/or benefits under such existing ROW shall be substantially and adequately
replaced by any new ROW and/or the resulting Offsite Improvements (including, if necessary, any
interim rights pending completion of the resulting McCall Boulevard Improvements).
5.5 McCall Boulevard Improvements.
5.5.1 Construction Obligation. Developer shall, in accordance with Applicable
Laws, pay for (subject to the reimbursement obligations set forth in Section 5.5.5, below)
and construct the McCall Boulevard Improvements pursuant to a Public Improvements
Agreement in a form acceptable to City.
5.5.2 Construction Timing. Unless the Parties agree to alternate timing in
accordance with Section 5.5.3, the McCall Boulevard Improvements shall be completed
pursuant to the following schedule:
Commencement of design of the McCall Boulevard Improvements: Within
thirty (30) days following the Effective Date.
Completion and approval of design of the McCall Boulevard Improvements:
Within twenty-four (24) months following the Effective Date; provided,
however, that this deadline may be modified to account for delays not caused
by Developer and beyond Developer's control, as reasonably determined by the
City Manager or their designee.
Commencement of physical construction of the McCall Boulevard
Improvements: Within twenty-five (25) months following the Effective Date;
provided, however, that this deadline may be modified to account for delays not
caused by Developer and beyond Developer's control, including, but not
limited Developer's inability (after making diligent and commercially
reasonable efforts) to obtain any necessary third party right of way, real estate
interests, or utility realignments, as reasonably determined by the City Manager
or their designee.
Completion of the McCall Boulevard Improvements: Issuance of a Subsequent
Development Approval that results in any of the following: (i) cumulative
Forecasted Daily Trips from the residential development components of all
Subsequent Development Approvals exceeding seven thousand six hundred
seventy-nine (7,679), (ii) cumulative Forecasted Daily Trips from the business
park and commercial -business park development components of all Subsequent
Development Approvals exceeding thirteen thousand and forty (13,040), or (iii)
cumulative Forecasted Daily Trips from all Subsequent Development
Approvals exceeding twenty thousand seven hundred nineteen (20,719).
5.5.3 Alternative Construction Timing Option. As an alternative to the
schedule set forth in Section 5.5.2, the Parties may agree to a phasing plan for the McCall
Boulevard Improvements that is based on the results of a mutually approved traffic study
analysis/sensitivity analysis which shall be (i) funded by Developer but commissioned by
City, and (ii) designed to ensure that roadway operation on and/or in the vicinity of the
McCall Boulevard Improvements does not fall below LOS E. Developer's obligations with
respect to construction of the McCall Boulevard Improvements, including performance and
labor and materials security and warranty obligations, and City's obligations with respect
to acceptance thereof, shall be set forth in a Public Improvements Agreement in a form
reasonably acceptable to the City Attorney.
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5.5.4 Acceptance of Public Improvements. The McCall Boulevard
Improvements are to be offered for dedication to City for ownership, operation and
maintenance consistent with the Applicable Law as it may be modified from time to time.
City shall use good faith efforts to accept the McCall Boulevard Improvements within sixty
(60) days after Developer's written request in accordance with the Public Improvements
Agreement.
5.5.5 Reimbursement. City shall reimburse Developer for the McCall Excess
Contribution within three (3) years following the Notice of Completion from one or more
of the following sources: (i) fair share contributions from other landowners that will
receive a material benefit from the McCall Boulevard Improvements, (ii) special tax or
bond proceeds from a land -based financing district, including without limitation a CFD
and/or a RBBD, where such proceeds are eligible for use for reimbursement of all or a
portion of the McCall Excess Contribution, (iii) funds from Community Benefit
Agreements for battery storage facilities, and (iv) City's General Fund. Notwithstanding
the foregoing, City may reduce the McCall Excess Contribution amount, and thereby
reduce City's reimbursement obligation under this Section 5.5.5, as follows:
(a) Developer shall be responsible for seeking Eligible TUMF
Reimbursements/Credits from the Western Riverside Council of Governments
Transportation Uniform Mitigation Fee program, and City shall be entitled to
reduction in the McCall Excess Contribution in an amount equal to the Eligible
TUMF Reimbursements/Credits.
(b) If City Council determines in its reasonable discretion that
completion of the pedestrian bridge is not feasible within the timeframes required
in Exhibit F (i.e., approval of construction drawings prior to first production
Certificate of Occupancy for residential development; and certificate of completion
prior to issuance of Certificate of Occupancy for two hundred fiftieth (250tn)
residential unit), then City may waive and release Developer from its obligation to
construct the pedestrian bridge and in exchange reduce the McCall Excess
Contribution in an amount equal to three million nine hundred thousand dollars
($3,900,000) minus the reasonable costs incurred by Developer to to design and
construct the pedestrian bridge prior to City making the election authorized by this
Section 5.5.5(b).
5.6 Highway 74 Improvements.
5.6.1 Construction Obligation and Timing. Developer shall, in accordance
with Applicable Laws, pay for and construct the Highway 74 Improvements pursuant to a
Public Improvements Agreement in a form acceptable to City.
5.6.2 Construction Timing. Unless the Parties agree to alternate timing in
accordance with Section 5.6.3, the Highway 74 Improvements shall be completed pursuant
to the following schedule:
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• Commencement of design of the Highway 74 Improvements: Within thirty (30)
days following the Effective Date.
• Completion and approval of design of the Highway 74 Improvements: Within
thirty-six (36) months following the Effective Date; provided, however, that
this deadline may be modified to account for delays not caused by Developer
and beyond Developer's control, as reasonably determined by the City Manager
or their designee.
• Commencement of physical construction of the Highway 74 Improvements:
Within thirty-seven (37) months following the Effective Date; provided,
however, that this deadline may be modified to account for delays not caused
by Developer and beyond Developer's control, as reasonably determined by the
City Manager or their designee.
• Completion of the Highway 74 Improvements: Issuance of a Certificate of
Occupancy that causes any of the following: (i) cumulative Forecasted Daily
Trips from the business park and commercial -business park development
components of all Subsequent Development Approvals exceeding ten thousand
seven hundred ninety-six (10,796), or (ii) cumulative Forecasted Daily Trips
from all Subsequent Development Approvals in Planning Area 13 (as defined
in the MVSP) exceeding zero (0).
5.6.3 Alternative Construction Timing Option. As an alternative to the
schedule set forth in Section 5.6.2, the Parties may agree to a phasing plan for the Highway
74 Improvements that is based on the results of a mutually approved traffic study
analysis/sensitivity analysis which shall be (i) funded by Developer but commissioned by
City, and (ii) designed to ensure that roadway operation on and/or in the vicinity of the
Highway 74 Improvements does not fall below LOS E. Developer's obligations with
respect to construction of the Highway 74 Improvements, including performance and labor
and materials security and warranty obligations, and City's obligations with respect to
acceptance thereof, shall be set forth in a Public Improvements Agreement in a form
reasonably acceptable to the City Attorney.
5.6.4 Acceptance of Public Improvements and Notice of Completion. The
Highway 74 Improvements are to be offered for dedication to Caltrans for ownership,
operation, and maintenance consistent with the Applicable Law as it may be modified from
time to time. City shall use good faith efforts to accept the Highway 74 Improvements
within sixty (60) calendar days of Developers' written request in accordance with the
Public Improvements Agreement.
5.7 Forecasted Daily Trip Tracking. Prior to each Subsequent Development
Approval, and prior to each Certificate of Occupancy, Developer shall provide to City Manager or
their designee an update on (i) the number of Forecasted Daily Trips associated with such
Subsequent Development Approval, and (ii) the cumulative number of Forecasted Daily Trips for
all Subsequent Development Approvals issued as of the date of the report (and including the
Forecasted Daily Trips required by subdivision "(i)" of this section, with such total subdivided into
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categories for residential, business park and commercial business park, and commercial (including
retail) development. Alternatively, the Parties may mutually agree to another method for
periodically tracking Forecasted Daily Trip Tracking.
6. RESERVED.
7. FINANCING FOR PUBLIC IMPROVEMENTS AND SERVICES.
7.1 Formation of CFDs and/or RBBDs. City may request that Developer agree to
form or annex the Property into one of more CFD(s) and/or RBBD(s). Developer, on behalf of
itself and its successors in interest, hereby irrevocably consents to formation and/or annexation of
the Property into such CFD(s) and/or RBBD(s) and waives any and all right of protest or objection
with respect to such formation and/or annexation. Developer agrees to cooperate with City and
take all necessary action to accomplish the formation and/or annexation of the Property into the
CFD(s) and/or RBBD(s), for the purposes of funding maintenance services for the Project and/or
funding improvements, including without limitation the Offsite Improvements, that benefit the
Project. Developer agrees to cooperate in the imposition of assessments related to the CFD(s)
and/or RBBD(s), including without limitation, if required by City, the submission of a ballot to
City by Developer (or its successors in interest) in favor of the formation of and/or annexation into
the CFD(s) and/or RBBD(s) and the levying of such assessments. Nothing herein shall be
construed as a commitment by City to form or annexation the Property into CFD(s) and/or
RBBD(s), or as a limitation on City's legislative discretion with respect thereto. Developer has
agreed to the financing provisions set forth in this Section 7.1 and to perform the obligations
hereunder in exchange for the consideration and benefits provided to Developer by City under this
Agreement. Unless the Parties mutually agree in writing, a CFD and/or RBBD shall not be used
to fund improvements or pay Development Impact Fees that are otherwise the obligation of
Developer under this Agreement.
7.2 Covenant Regarding CFD. For avoidance of doubt, the Parties agree that this
Agreement includes and constitutes a covenant not to contest the formation of and/or annexation
of the Property into CFD(s) and/or RBBD(s) as set forth in Paragraph 7.1. The covenant shall be
binding upon successive owners of the Property, or any portion thereof, and shall also be binding
upon any and all homeowners associations that have covenants, conditions, and restrictions
governing the use of the Property.
8. DEFAULT AND REMEDIES.
8.1 Specific Performance Available. The Parties acknowledge that money damages
and remedies at law generally are inadequate and specific performance is a particularly appropriate
remedy for the enforcement of this Agreement and should be available to Developer and City
because the size, nature and scope of the Project, make it impractical or impossible to restore the
Property to its natural condition once implementation of this Agreement has begun. After such
implementation, Developer and/or City may be foreclosed from other choices they may have had
to utilize or condition the uses of the Property or portions thereof. Developer and City have
invested significant time and resources in performing extensive planning and processing for the
Project and in negotiating and agreeing to the terms of this Agreement and will be investing even
more significant time and resources in implementing the Project in reliance upon the terms of this
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Agreement, such that it would be extremely difficult to determine the sum of money which would
adequately compensate Developer and/or City for such efforts. The Parties therefore agree that
specific performance shall be the sole remedy available for a breach of this Agreement.
8.2 Money Damages Unavailable. Neither Developer nor City shall not be entitled to
any monetary compensation, whether characterized as money damages or injunctive or other relief
compelling the payment of money, including attorney fees, from the other Party by reason of,
arising out of, based upon, or relating to (a) the interpretation, enforcement, performance, or breach
of any provision of this Agreement, or (b) the respective rights or duties of any of the Parties under
the Development Approvals, the Subsequent Development Approvals, any Development
Requirement, the Land Use Regulations, or the Subsequent Land Use Regulations.
Notwithstanding the foregoing, City may recover from Developer any fees or public benefits owed
under or pursuant to this Agreement.
8.3 Termination of Agreement.
8.3.1 Termination of Agreement for Default of Developer. City in its discretion
may terminate this Agreement for any failure of Default by Developer; provided, however,
City may terminate this Agreement pursuant to this Section only after following the
procedure set forth in Section 4.3 and thereafter providing written notice to Developer of
the Default setting forth the nature of the Default and the actions, if any, required by
Developer to cure such Default and, where the Default can be cured, Developer has failed
to take such actions and cure such Default within thirty (30) days after the effective date of
such notice or, in the event that such Default cannot be cured within such thirty (30) day
period but can be cured within a longer time, as reasonably determined by City in its sole
discretion, Developer has failed to commence the actions necessary to cure such Default
within such thirty (30) day period and to diligently proceed to complete such actions and
cure such Default.
8.3.2 Termination of Agreement for Default of City. Developer in its discretion
may terminate this Agreement for any Default by City; provided, however, Developer may
terminate this Agreement pursuant to this Section only after providing written notice by
Developer to City of the Default setting forth the nature of the Default and the actions, if
any, required by City to cure such Default and, where the Default can be cured, the failure
of City to cure such Default within thirty (30) days after the effective date of such notice
or, in the event that such Default cannot be cured within such thirty (30) day period, the
failure of City to commence to cure such Default within such thirty (30) day period and to
diligently proceed to complete such actions and to cure such Default.
8.3.3 Rights and Duties Following Termination. Upon the termination of this
Agreement, no Party shall have any further right or obligation hereunder except with
respect to (i) any obligations to have been performed prior to said termination, or (ii) any
Default in the performance of the provisions of this Agreement which has occurred prior
to said termination.
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9. INDEMNIFICATION AND THIRD PARTY LITIGATION.
9.1 Indemnities by Developer.
9.1.1 General Indemnity. Developer agrees to indemnify, protect, defend, and
hold harmless the City Parties from and against any and all Claims which may arise,
directly or indirectly, from the acts, omissions, or operations of Developer or Developer's
agents, contractors, subcontractors, agents, or employees pursuant to this Agreement, but
excluding any loss resulting solely from the intentional or active negligence of the City
Parties. Notwithstanding the foregoing, (i) City shall have the right to select and retain
counsel to defend any such action or actions and Developer shall pay the cost thereof;
provided, however, that the Parties agree to attempt in good faith to coordinate and/or
consolidate their defense of any Claim that is subject to the indemnification provisions of
this Section; and (ii) this indemnity obligation shall not apply to any Claim for which
Developer has provided a separate indemnity to City by way of a separate instrument
mutually accepted by the Parties.
9.1.2 Prevailing Wage Indemnity and Notice to Developer of Labor Code Section
1781. In connection with, but without limiting, the indemnification obligations set forth in
Section 9.1.1, Developer hereby expressly acknowledges and agrees that City is not by this
Agreement affirmatively representing, and has not previously affirmatively represented, to
Developer or any contractor(s) of Developer for any construction on or Development on
or adjacent to the Property, in writing or otherwise, in a call for bids or any agreement or
otherwise, that any work to be undertaken on the Property, as may be referred to in this
Agreement or construed under this Agreement, is not a "public work," as defined in Labor
Code Section 1720, or under any similar existing or hereinafter enacted law or regulation.
The Parties agree that, in connection with the Development and construction (as defined
by Applicable Law) of the Project, including, without limitation, any and all public works
(as defined by Applicable Law), Developer shall bear all risks of payment or non-payment
of prevailing wages under California law and/or federal law and/or the implementation of
Labor Code Section 1781, as the same may be amended from time to time, and/or any other
similar law. With respect to the foregoing, Developer shall be solely responsible, expressly
or impliedly and legally and financially, for determining and effectuating compliance with
all applicable federal, state and local public works requirements, prevailing wage laws, and
labor laws and standards, and City makes no representation, either legally and/or
financially, as to the applicability or non -applicability of any federal, state and local laws
to the construction of the Project as it may be amended pursuant hereto or otherwise.
Without limiting the foregoing, Developer shall indemnify, protect, defend and hold
harmless the City Parties, with counsel reasonably acceptable to City, from and against
"increased costs" as defined in California Labor Code Section 1781 (including City's
reasonable attorneys' fees, court and litigation costs, and fees of expert witnesses) in
connection with the Development or construction (as defined by Applicable Law) of or on
the Property, that results or arises in any way from (1) non-compliance by Developer of
the requirement, if and to the extent applicable, to pay federal or state prevailing wages and
hire apprentices, or (2) failure by Developer to provide any required disclosure or
identification as required by California Labor Code Sections 1720 et seq. including without
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limitation specifically Section 1781, as the same may be amended from time to time. The
foregoing indemnity shall survive the expiration or earlier termination of this Agreement.
9.2 Indemnification Procedures. Wherever this Agreement requires Developer to
indemnify any City Party:
9.2.1 Prompt Notice. City shall promptly notify Developer in writing of any
Claim.
9.2.2 Cooperation. City shall reasonably cooperate with Developer's defense,
provided Developer reimburses City's actual reasonable out of pocket expenses (including
Legal Costs) of such cooperation.
9.2.3 Settlement. Any settlement shall require the prior written consent of both
City and Developer, which consent shall not be unreasonably withheld if the settlement is
objectively financially reasonable. If City refuses to authorize a settlement that is
objectively financially reasonable, it shall be responsible for costs and damages of the
Claim that are in excess of those incurred through the date of City's rejection of the
proposal, plus the amount of the proposal.
9.2.4 City Cooperation. City shall reasonably cooperate with Developer's
defense, provided Developer reimburses City for its actual reasonable out of pocket
expenses (including Legal Costs) of such cooperation.
9.2.5 Insurance Proceeds. Developer's obligations shall be reduced by net
insurance proceeds City actually receives for the matter giving rise to indemnification.
9.3 Third Party Litigation. City shall promptly notify Developer of any Claim against
City and/or any City Party, and/or any other administrative or judicial action to challenge, set aside,
void, annul, limit or restrict the approval and continued implementation and enforcement of this
Agreement. Developer agrees to reimburse City for its reasonable Legal Costs incurred in
connection with the defense of the Claim and to fully defend and indemnify City for all costs of
defense and/or judgment obtained in any such action or proceeding. City and Developer agree to
cooperate in the defense of such action(s).
9.4 Challenge to Enforceability of Specific Obligations. The Parties have
determined in good faith that each of the provisions of this Agreement are valid and enforceable.
Notwithstanding, if a court of competent jurisdiction finds invalid or unenforceable any provision
of this Agreement purporting to supersede or otherwise render ineffectual any federal, state, or
local law or regulation in existence as of the Effective Date, Developer shall perform its obligations
under such law or regulation as it existed on the Effective Date, or as otherwise specifically
directed by a court of competent jurisdiction.
10. MORTGAGEE PROTECTION.
The Parties hereto agree that this Agreement shall not prevent or limit Developer from
encumbering the Property or any portion thereof or any improvement thereon by any mortgage,
deed of trust or other security device securing financing with respect to the Property. City
27
acknowledges that the lenders providing such financing may require certain Agreement
interpretations and modifications and agrees upon request, from time to time, to meet with
Developer and representatives of such lenders to negotiate in good faith any such request for
interpretation or modification. Subject to compliance with Applicable Laws, City will not
unreasonably withhold its consent to any such requested interpretation or modification provided
City determines such interpretation or modification is consistent with the intent and purposes of
this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and
privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement
shall defeat, render invalid, diminish or impair the lien of any mortgage on the
Property made in good faith and for value, unless otherwise required by law.
(b) The Mortgagee of any mortgage or deed of trust encumbering the
Property, or any part thereof, which Mortgagee has submitted a request in writing
to City in the manner specified herein for giving notices, shall be entitled to receive
written notification from City of any Default by Developer in the performance of
Developer's obligations under this Agreement.
(c) If City timely receives a request from a Mortgagee requesting a copy
of any notice of Default given to Developer under the terms of this Agreement, City
shall make a good faith effort to provide a copy of that notice to the Mortgagee
within ten (10) days of sending the notice of Default to Developer. The Mortgagee
shall have the right, but not the obligation, to cure the Default during the remaining
cure period allowed such Party under this Agreement.
(d) Any Mortgagee who comes into possession of the Property, or any
part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu
of such foreclosure, shall take the Property, or part thereof, subject to the terms of
this Agreement. However, no Mortgagee (including one who acquires title or
possession to the Property, or any portion thereof, by foreclosure, trustee's sale,
deed in lieu of foreclosure, lease termination, eviction or otherwise) shall have any
obligation to construct or complete construction of improvements, or to guarantee
such construction or completion; provided, however, that a Mortgagee shall not be
entitled to develop the Property or receive any benefit provided under this
Agreement unless it first agrees in writing to fully comply with this Agreement and
the Development Plan.
11. MISCELLANEOUS PROVISIONS.
11.1 Option to Terminate Due to Litigation. If a lawsuit is filed challenging the
Development Approvals or the ordinance approving this Agreement within the time periods for
the filing of such lawsuits under the California Environmental Quality Act (Public Resources Code
Section 21000 et seq.) or the State Planning and Zoning Law (Government Code Section 65000 et
seq.), then the Parties shall meet and confer concerning the potential impact of the lawsuit on this
Agreement and the Development of the Project. Within thirty (30) days of such meeting, if
Developer determines that such litigation may have an unacceptable adverse impact on the Project
or its rights under this Agreement, Developer may in its discretion terminate this Agreement by
sending City a written notice of such termination, and the Parties shall be relieved of any further
obligations to this Agreement, to the extent that such obligations have not been performed or have
been incurred prior to such termination. Developer acknowledges and agrees that if this
Agreement is terminated, other than by court order, City shall have the option to restore the General
Plan, the Specific Plan, and zoning to the condition that existed prior to the adoption of the
Development Approvals or ordinance approving this Agreement. In no event, however, shall
Developer bring or cause to bring a lawsuit in any court against City to invalidate any provision in
this Agreement that would result in the ability of Developer to keep the Development Approvals
without having to comply with the terms and conditions of this Agreement.
11.2 Recordation of Agreement. This Agreement shall be recorded with the County
Recorder by the City Clerk within the period required by Government Code Section 65868.5.
Amendments approved by the Parties, and any termination, shall be similarly recorded.
11.3 Entire Agreement. This Agreement sets forth and contains the entire
understanding and agreement of the Parties, and there are no oral or written representations,
understandings or ancillary covenants, undertakings or agreements which are not contained or
expressly referred to herein. No testimony or evidence of any such representations, understandings
or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine
the terms or conditions of this Agreement.
11.4 Estoppel Certificate. Any Party hereunder may, at any time, deliver written notice
to any other Party requesting such Party to certify in writing that, to the best knowledge of the
certifying Party, (i) this Agreement is in full force and effect and a binding obligation of the Party;
(ii) this Agreement has not been amended or modified either orally or in writing, or if so amended,
identifying the amendments; and (iii) the requesting Party is not in Default in the performance of
its obligations set forth in this Agreement or, if in Default, to describe therein the nature and
amount of any such Defaults. A Party receiving a request hereunder shall execute and return such
Certificate within sixty (60) days following the receipt thereof. Any third party including a
Mortgagee shall be entitled to rely on the Certificate.
11.5 Severability. If any term, provision, covenant, or condition of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions of this Agreement shall continue in full force and effect, unless and to the extent the
rights and obligations of any Party has been materially altered or abridged by such holding.
11.6 Interpretation and Governing Law. This Agreement and any dispute arising
hereunder shall be governed and interpreted in accordance with the laws of the State of California.
Any dispute between City and Developer over this Agreement shall be filed, and tried, in the
Superior Court of the County of Riverside, and the Parties hereto waive all provisions of law
providing for the filing, removal or change of venue to any other court. This Agreement shall be
construed as a whole according to its fair language and common meaning to achieve the objectives
and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to
be resolved against the drafting Party or in favor of City shall not be employed in interpreting this
Agreement, each of the Parties having been represented by counsel in the negotiation and
preparation hereof.
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11.7 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement.
11.8 Singular and Plural. As used herein, the singular of any word includes the plural.
11.9 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
11.10 Waiver. Failure of a Party to insist upon the strict performance of any of the
provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon
the Default of the other Party, shall not constitute a waiver of such Party's right to insist and
demand strict compliance by the other Party with the terms of this Agreement thereafter.
11.11 No Third Party Beneficiaries. This Agreement is made and entered into for the
sole protection and benefit for the Parties and their successors and assigns. No other Person shall
have any right of action based upon any provision of this Agreement.
11.12 Force Majeure. Subject to the limitations set forth below, the Term of this
Agreement and the time within which any Party shall be required to perform any act under this
Agreement shall be extended by a period of time equal to the number of days during which
performance of such act is rendered impossible by a Force Majeure Delay that is beyond the
reasonable control of the Party seeking the extension. An extension of time shall be for the period
of the Force Majeure Delay and shall commence to run from the time of the commencement of the
cause, if written notice by the Party claiming such extension is sent to the other Parties within ten
(10) days of the commencement of the cause. If written notice is sent after such ten (10) day
period, then the extension shall commence to run upon the receipt of such notice. the cumulative
extensions for mediation, arbitration, litigation, or other administrative or judicial proceeding
commenced by a third party and involving the Development Approvals or Subsequent
Development Approvals or this Agreement shall not exceed fifteen (15) months, unless otherwise
agreed to in writing in accordance with Section 11.13. The cumulative extensions of time for all
other categories and types of Force Majeure Delays for individual performance obligations
hereunder shall not exceed six (6) months. The cumulative extensions of the expiration of this
Agreement as a result of Force Majeure Delays shall not exceed eighteen (18) months, unless
otherwise agreed to in writing in accordance with Section 11.13.
11.13 Extension of Time Limits. The time limits set forth in this Agreement may be
extended by mutual consent in writing of the Parties without amendment to this Agreement.
Except as otherwise specified in this Agreement, each Party may agree or refuse to agree to any
extension of time in its sole and absolute discretion.
11.14 Mutual Covenants. The covenants contained herein are mutual covenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby
of the covenants to be performed hereunder by such benefited Party.
11.15 Successors in Interest. As provided in Government Code Section 65868.5, and
except as otherwise provided in this Agreement, all of the terms, provisions, covenants and
obligations contained in this Agreement shall be binding upon, and inure to the benefit of, City
30
and Developer, and their respective duly authorized successors and assigns. In no event shall this
Agreement impose obligations.
11.16 Counterparts. This Agreement may be executed by the Parties in counterparts,
which counterparts shall be construed together and have the same effect as if each of the Parties
had executed the same instrument.
11.17 Project as a Private Undertaking. It is specifically understood and agreed by and
between the Parties hereto that the Development of the Project is a private undertaking, that no
Party is acting as the agent of the other in any respect hereunder, and that each Party is an
independent contracting entity with respect to the terms, covenants and conditions contained in
this Agreement. No partnership, joint venture or other association of any kind is formed by this
Agreement. The only relationship between City and Developer is that of a government entity
regulating the Development of private property and the owner of such property.
11.18 Further Actions and Instruments. Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the performance
of all obligations under this Agreement and the satisfaction of the conditions of this Agreement.
Upon the request of any Party at any time, the other Parties shall promptly execute, with
acknowledgment or affidavit if reasonably required, and file or record such required instruments
and writings and take any actions as may be reasonably necessary under the terms of this
Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or
consummate the transactions contemplated by this Agreement.
11.19 Eminent Domain. No provision of this Agreement shall be construed to limit or
restrict the exercise by City of its power of eminent domain.
11.20 Amendments in Writing/Cooperation. Except as provided in Section 11.20.1
below, this Agreement may be amended only by written consent of both Parties or their successors -
in -interest or assignees. Any amendment to this Agreement shall comply with the process
requirements of the Development Government Code provisions for the amendment of
Development Agreements.
11.20.1 Modifications Delegated to the City Manager. The City Manager is
delegated the authority to make the following categories of modifications to this
Agreement:
(a) Clerical and Conforming Revisions. The City Manager is
authorized to correct typographical errors, references to draft documents, statutes,
ordinances, page numbers, maps, and make similar clerical and conforming
changes to this Agreement, or to any of the documents contemplated herein. If the
City Manager elects to record any revised version of a previously -recorded
document contemplated by this Agreement in order to reflect any clerical and
confirming changes: (i) the City Manager shall provide Developer with thirty (30)
days written notice of intent to record the revised document; (ii) the Parties agree
that after thirty (30) days' notice City Manager may record the revised document;
and (iii) the Parties agree that the date upon which the original version of the
31
document was recorded shall remain and be deemed to be that document's date of
recordation.
(b) Incorporation and Identification of Subsequent Development
Approvals. The City Manager is authorized to, at their discretion or upon request
by Developer, execute and record in the Official Records a Notice of Subsequent
Development Approval.
(c) Administrative Adjustments. The City Manager is authorized, in
their discretion, to enter into Administrative Adjustments and shall not, except to
the extent otherwise required by law, require notice of public hearing before the
parties may execute an amendment hereto. The City Manager shall have the
authority to execute an Administrative Adjustment or, in their discretion, seek
approval of an Administrative Adjustment by City resolution.
11.21 Authority to Execute. The Person or Persons executing this Agreement on behalf
of Developer warrants and represents that he/they have the authority to execute this Agreement on
behalf of his/their corporation, partnership or business entity and warrants and represents that
he/they has/have the authority to bind Developer to the performance of its obligations hereunder.
11.22 Notice. Any notice or communication required under this Agreement between the
City and Developer must be in writing and may be given either personally, by registered or
certified mail, return receipt requested, or by facsimile transmission. If given by registered or
certified mail, the same shall be deemed to have been given and received on the date of actual
receipt by the addressee designated below as the Party to whom the notice is sent. If personally
delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is
addressed. Notices delivered by facsimile transmission shall be deemed to have been given on the
first business day following the date of transmission to the facsimile number. A Party may at any
time, by giving ten (10) days' written notice to the other Parties, designate any other address in
substitution of the address to which such notice or communication shall be given. Such notices or
communications shall be given to the Parties at their addresses set forth below:
To Developer: Minor Ranch LLC
3200 Park Center Drive
Suite 1000
Costa Mesa, CA 92626
Attention: Dave Bartlett, Vice -President
With a copy to: Songstad Randall Coffee Humphrey
3200 Park Center Drive
Suite 950
Costa Mesa, CA 92626
Attention: Tim Randall
To City: City of Menifee
32
City Hall
29844 Haim Rd
Menifee, California 92586
Attn: City Manager
With a copy to: City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day
and year first set forth above.
[Signatures Attached]
33
ATTEST:
By
City Clerk
APPR
By
(SEAI
City: CITY O M IF
By '
City Manag r
Developer: Minor Ranch LLC, a Delaware
imig
bility company.
By ekrtlett
Title Y-,A-k
Vice President By
Title Nicole Burdette
President
34
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
STATE OF CALIFORNIA
ss.
COUNTY OF Oranl?e
On MakTA 1 07 , 2024, before me, Meagan Knecht , Notary Public,
personally appeared , who
proved to me on the basis of satisfactory evidence to be the person s) whose name(s) i are subscribe
the within instrument and acknowledged to me that lie/she/e 'executed the same in his/her/a
authorized capacity(ies) and that by his/ller/ljeir ignature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
M E X 'GA; 7 KNECHT
r- COMM. # 2468620
ORANGECOUNTY
NOTARY PUBLIC-CALIFORNIA
MY COMMISSION EXPIRES
OCTOBER 28, 2027
Nota P IV
EXHIBIT A
Legal Description of the Propertv
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF MENIFEE IN THE COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL 1(APN: 331-260-006, 331-260-007, 331-260-W8, 331-260-009, AND 331-260-012)
LOTS 100,101, 102, 103, 104,105, 106, 107, 108, AND 109 OF ROMOLA FARMS NO. 2, AS SHOWN BY
MAP ON FILE IN BOOK 13, PAGE 20 OF MAPS, RIVERSIDE COUNTY RECORDS, TOGETHER WITH LOT "B"
(MCKINLEY ROAD) ADJOINING LOTS 105 THROUGH 112 OF SAID ROMOLA FARMS NO. 2.
TOGETHER WITH LOT "A" (MENIFEE ROAD) ADJOINING LOTS 100 THROUGH 104, WHICH WOULD PASS
BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS.
EXCEPT THOSE PORTIONS DESCRIBED AS PARCELS 1 AND 2 IN THE DEED TO SOUTHERN SURPLUS REALTY
CO., RECORDED JUNE 1, 1973, AS INS : :ZUMENT NO.71076 OF OFFICIAL RECORDS OF THE COUNTY OF
RIVERSIDE.
ALSO, EXCEPT THAT PORTION OF SAID LOT 101, AS DESCRIBED IN JUDGMENT AND FINAL DISTRIBUTION
IN SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES, CASE NO. NEP 13893,
A CERTIFIED COPY OF WHICH WAS RECORDED JUNE 18, 1973, AS INSTRUMENT NO.78707 OF OFFICIAL
RECORDS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT; THENCE EAST ON THE NORTH LINE OF SAID LOT
637.40 FEET TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH ON THE EAST LINE OF SAID LOT 66
FEET; THENCE WEST PARALLEL WITH THE NORTH LINE OF SAID LOT TO THE WEST LINE THEREOF;
THENCE NORTH ON THE WEST LINE OF SAID LOT 66 FEET TO THE POINT OF BEGINNING.
PARCEL 2 (APN: 331-270-005):
LOTS 1542 THROUGH 1557 OF ROMOLA FARMS NO. 15, AS SHOWN BY MAP ON FILE IN BOOK 15, PAGES
98, 99, AND 100 OF MAPS, RIVERSIDE COUNTY RECORDS, TOGETHER WITH LOT "E" (MCKINLEY ROAD),
ADJOINING LOTS 1542 THROUGH 1549 OF SAID ROMOLA FARMS NO. 15.
TOGETHER WITH THOSE PORTIONS OF LOT "0" (ROMOLA BOULEVARD) AND LOT "F" (MALAGA ROAD)
ADJOINING LOTS 1550 THROUGH 1557, WHICH WOULD PASS BY OPERATION OF LAW WITH THE
CONVEYANCE OF SAID LOTS.
ALSO, TOGETHER WITH LOT "T' (MCLAUGHLIN ROAD) ADJOINING LOTS 1549 AND 1550, WHICH WOULD
PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS.
EXCEPT THEREFROM LOT "E" THAT PORTION DESCRIBED AS PARCEL 2 IN THE DEED TO SOUTHERN
SURPLUS REALTY CO., RECORDED JUNE 1,1973, AS INSTRUMENT NO.71076 OF OFFICIAL RECORDS OF
THE COUNTY OF RIVERSIDE.
EXCEPT THEREFROM THAT PORTION CONTAINED IN ROADWAY DEDICATION RECORDED APRIL 20, 2015,
AS INSTRUMENT NO.2015-0157535 OF OFFICIAL RECORDS.
EXHIBIT A
PARCEL 3 (APN: 331-300-013):
THE NORTHEAST QUARTER OF SECTION 13, TOWNSHIP 5 SOUTH, RANGE 3 WEST, SAN BERNARDINO
MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF EXCEPT THAT PORTION INCLUDED WITHIN THE EXTERIOR BOUNDARY LINES OF
ROMOLA FARMS NO. 15, AS SHOWN BY MAP ON FILE IN BOOK 15, PAGES 98, 99, AND 200 OF MAPS,
RIVERSIDE COUNTY RECORDS.
ALSO, EXCEPT ANY PORTION INCLUDED IN ROADS ALONG THE NORTH AND EAST SIDES OF SAID LAND,
STATE HIGHWAY 74, ALSO KNOWN AS ROMOLA BLVD., AND BRIGGS ROAD.
ALSO, EXCEPT THAT PORTION CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED JUNE 22,
1994, AS INSTRUMENT NO. 253035 OF OFFICIAL RECORDS.
ALSO, EXCEPT THEREFROM THAT PORTION CONVEYED TO PERRIS UNION HIGH SCHOOL DISTRICT, BY A
DOCUMENT RECORDED APRIL 22, 2003, AS INSTRUMENT NO. 2003-283189 OF OFFICIAL RECORDS.
ALSO, EXCEPT THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA IN DEED RECORDED MARCH 6,
2018, AS INSTRUMENT NO. 2018-0084786 OF OFFICIAL RECORDS.
PARCEL 4 (APNS: 331-300-002 AND 331-300-007):
LOTS 1563, 1564,1565, 1582, 1583,1584,1595, 1596, 1597, 1614,1615, AND 1616 OF ROMOLA FARMS
NO. 15, AS SHOWN BY MAP ON FILE IN BOOK 15, PAGES 98, 99, AND 100 OF MAPS, RIVERSIDE COUNTY
RECORDS, TOGETHER WITH LOT H (MATEROS ROAD) OF SAID ROMOLA FARMS NO. 15.
TOGETHER WITH LOT "G", THE EAST HALF OF (MALAGA ROAD) ADJOINING LOTS 1563 THROUGH 1565,
WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS.
ALSO, TOGETHER WITH THE NORTH HALF OF LOT "R" (MCLAUGHLIN ROAD) ADJOINING LOTS 1565,
1582,1597, AND 1614, WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID
LOTS.
ALSO, TOGETHER WITH LOT "A" (BRIGGS ROAD) LYING ADJACENT TO LOTS 1614 AND 1615 WHICH
WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LAND.
ALSO, EXCEPT THEREFROM THAT PORTION CONVEYED TO PERRIS UNION HIGH SCHOOL DISTRICT, BY A
DOCUMENT RECORDED APRIL 22, 2003, AS INSTRUMENT NO. 2003-283189 OF OFFICIAL RECORDS.
ALSO, EXCEPT THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA IN DEED RECORDED MARCH 6,
2018, AS INSTRUMENT NO.2018-0084786 OF OFFICIAL RECORDS.
PARCEL 5 (APN: 331-260-005):
THAT PORTION OF LOT 101 OF ROMOLA FARMS NO.2, IN THE COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 13, PAGE 20 OF MAPS, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
EXHIBIT A 2
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 101; THENCE EAST ON THE NORTH LINE OF SAID
LOT 63, 7.40 FEET TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH ON THE EAST LINE OF SAID
LOT, 66 FEET; THENCE WEST PARALLEL WITH THE NORTH LINE OF SAID LOT TO THE WEST UNE THEREOF;
THENCE NORTH ON THE WEST LINE OF SAID LOT 66 FEET TO THE POINT OF BEGINNING.
PARCEL 6 (APN: 331-280-005):
LOTS 984 TO 988, 1012 TO 1017AND THE WEST 20 FEET OF THAT PORTION OF LOT L (MCKINLEY ROAD)
VACATED BY RESOLUTION RECORDED FEBRUARY 6,1962, AS INSTRUMENT NO. 11656, OF OFFICIAL
RECORDS, ADJOINING LOTS 1012 THROUGH 1017 OF ROMOLA FARMS NO. 10, AS SHOWN BY MAP ON
FILE IN BOOK 15, PAGES 29, 30, AND 31 OF MAPS, RIVERSIDE COUNTY RECORDS.
TOGETHER WITH THE EAST HALF OF LOT "K" (MENIFEE ROAD) ADJOINING LOTS 984 THROUGH 987,
WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS.
ALSO, TOGETHER WITH LOT "B" (MCLAUGHUN ROAD) ADJOINING LOTS 984 AND 1017, WHICH WOULD
PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS.
PARCEL 7 (APN: 331-290-004):
LOTS 1018 THROUGH 1024, LOT 1024A, LOTS 1044 THROUGH 1051, AND THE EAST 20 FEET OF THAT
PORTION OF LOT L (MCKINLEY ROAD) VACATED BY RESOLUTION RECORDED FEBRUARY 6, 1962, AS
INSTRUMENT NO. 11656 OF OFFICIAL RECORDS, ADJOINING LCTS 1018 THROUGH 1023, OF ROMOLA
FARMS NO. 10 AS PER PLAT RECORDED IN BOOK 15, PAGES 29, 30, AND 31 OF MAPS, RECORDS OF
RIVERSIDE COUNTY.
TOGETHER WITH LOT "B" (MCLAUGHLIN ROAD) ADJOINING LOTS 1018 AND 1051, WHICH WOULD PASS
BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS.
ALSO, TOGETHER WITH LOT "Cl" (MALAGA ROAD) ADJOINING LOTS 1044 THROUGH 1051, WHICH
WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS.
ALSO, TOGETHER WITH THE NORTH HALF OF LOT "D" (ROUSE ROAD) ADJOINING LOT 1044, WHICH
WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOT.
PARCEL 8 (APNS: 333-170-006 AND 333-170-012):
LOTS 1043, 1052, 1053, 1053A, 1066 THROUGH 1073, 1080, 1081,1082, AND 1083 OF ROMOLA FARMS
NO. 10, AS SHOWN BY MAP ON FILE IN BOOK 15, PAGES 29, 30, AND 31 OF MAPS, RIVERSIDE COUNTY
RECORDS.
TOGETHER WITH THAT PORTION OF LOT "D" (ROUSE ROAD) ADJOINING LOTS 1043, 1052, 1069, 1070
AND 1083, WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOT.
ALSO, TOGETHER WITH THAT PORTION OF LOT "P" (MALAGA ROAD) ADJOINING LOTS 1043 AND 1052
WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOT.
EXHIBIT A
ALSO, TOGETHER WITH THAT PORTION OF MATTHEWS AVENUE (FORMERLY ROMOLA AVENUE)
ADJOINING LOTS 1043, 1052, 1053,1053A, 1066, AND 1067, WHICH WOULD PASS BY OPERATION OF
LAW WITH THE CONVEYANCE OF SAID LOTS.
ALSO, TOGETHER WITH THE WEST HALF OF LOT "U" (BRIGGS ROAD FORMERLY ALICANTES ROAD)
ADJOINING LOTS 1080 THROUGH 1082, WHICH WOULD PASS BY OPERATION OF LAW WITH THE
CONVEYANCE OF SAID LOTS.
ALSO, TOGETHER WITH LOT "R" (MATEROS ROAD) VACATED BY RESOLUTION RECORDED FEBRUARY 6,
1962, AS INSTRUMENT NO.11656 OF OFFICIAL RECORDS, ADJOINING LOTS 1066 THROUGH 1070,
WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS.
ALSO, TOGETHER WITH THAT PORTION OF MATTHEWS AVENUE (FORMERLY ROMOLA AVENUE)
ADJOINING LOT 1073, WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID
LOT.
PARCEL 9 (APN: 333-170-011):
THE NORTHEAST 1/4 OF SECTION 24, TOWNSHIP 5 SOUTH, RANGE 3 WEST, SAN BERNARDINO
MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CAUFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM THE PORTION THEREOF INCLUDED IN ROMOLA FARMS NO. 10 AS SHOWN BY
MAP ON FILE IN BOOK 15, PAGES 29, 30, AND 31 OF MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
ALSO EXCEPTING THEREFROM, THE PORTION THEREOF INCLUDED IN THE RIGHT OF WAY OF CALIFORNIA
SOUTHERN RAILWAY:
ALSO EXCEPTING THE PORTION THEREOF SHOWN AS "SCHOOL LCT, 2.10 ACRES" ON SAID MAP OF
ROMOLA FARMS NO. 10.
ALSO EXCEPTING THAT PORTION CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED
SEPTEMBER 27, 1965, AS INSTRUMENT NO.110651 OFFICIAL RECORDS.
PARCEL 10 (APNS: 331-300-004 AND 331-300-005):
LOTS 1566 THROUGH 1581, AND LOTS 1598 THROUGH 1613 OF ROMOLA FARMS NO. 15, AS SHOWN BY
MAP ON FILE IN BOOK 15, PAGES 98, 99, AND 100 OF MAPS, RIVERSIDE COUNTY RECORDS.
TOGETHER WITH LOT "B" (MATEROS ROAD) ADJOINING LOTS 1574 THROUGH 1581 AND 1598
THROUGH 1605, WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LAND.
ALSO, TOGETHER WITH THE SOUTH HALF OF LOT "R" (MCLAUGHLIN ROAD) ADJOINING LOTS 1566,1574
THROUGH 1581, 1598 THROUGH 1605, AND 1613, WHICH WOULD PASS BY OPERATION OF LAW WITH
THE CONVEYANCE OF SAID LOTS.
EXHIBIT A 4
ALSO, TOGETHER WITH THE NORTH HALF OF (ROUSE ROAD) ADJOINING LOTS 1573, 1574, AND 1605,
1606, WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS.
PARCEL 11(APN: 333-170-013):
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 24,
TOWNSHIP 5 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING 30 FEET WEST OF THE NORTHEAST CORNER OF SAID NORTHEAST QUARTER OF THE
NORTHEAST QUARTER; THENCE WEST 20 RODS; THENCE SOUTH 20 RODS; THENCE EAST 20 RODS;
THENCE NORTH 20 RODS TO THE POINT OF BEGINNING.
EXCEPT THEREFROM ANY PORTION INCLUDED IN ROMOLA FARMS NO. 10 AS SHOWN BY MAP ON FILE
IN BOOK 15, PAGE 31 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
ALSO, EXCEPT THEREFROM ANY PORTION INCLUDED IN ROUSE ROAD AND ALICANTES ROAD, AS SHOWN
ON ABOVE REFERRED TO MAP.
PARCEL12
A WATER EASEMENT AND WELL SITE EASEMENT AS GRANTED IN GRANT DEED RECORDED APRIL 22,
2003, AS INSTRUMENT No. 2003-283190 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
WATER EASEMENT
THOSE PORTIONS OF LOTS 1615 AND 1616 OF ROMOLA FARMS NO. 15, AS SHOWN BY MAP ON FILE IN
BOOK 15 OF MAPS AT PAGES 98 THROUGH 100 INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA, TOGETHER WITH A PORTION OF THE NORTHEAST ONE -QUARTER OF SECTION 13,
TOWNSHIP 5 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 13; THENCE SOUTH 00'01'59" EAST
ALONG THE EAST LINE OF SAID SECTION 13, SAID LINE ALSO BEING THE CENTERLINE OF BRIGGS ROAD
(FORMERLY ALICANTES ROAD) OF SAID ROMOLA FARMS NO. 15, A DISTANCE OF 105.67 FEET TO A
POINT THEREON; THENCE SOUTH 89°58'01" WEST, A DISTANCE OF 39.00 FEET TO THE TRUE POINT OF
BEGINNING, SAID POINT BEING ON A LINE PARALLEL WITH AND DISTANT WESTERLY 39.00 FEET,
MEASURED AT RIGHT ANGLE, FROM SAID CENTERLINE OF BRIGGS ROAD; THENCE SOUTH 00'01'59"
EAST ALONG SAID PARALLEL LINE, A DISTANCE OF 2158.21 FEET; THENCE SOUTH 89°58'01" WEST, A
DISTANCE OF 20.00 FEET, TO A POINT ON A LINE PARALLEL WITH AND DISTANT WESTERLY 59.00 FEET,
MEASURED AT A RIGHT ANGLE, FROM SAID CENTERLINE OF BRIGGS ROAD; THENCE NORTH 00°01'59"
WEST ALONG SAID PARALLEL LINE, A DISTANCE OF 2158.21 FEET; THENCE NORTH 89°58'O1" EAST, A
DISTANCE OF 20.00 FEET TO THE TRUE POINT OF BEGINNING.
EXHIBIT A 5
WELL SITES
PARCEL 1
THOSE PORTIONS OF THE NORTHEAST ONE -QUARTER OF SECTION 13, TOWNSHIP 5 SOUTH, RANGE 3
WEST, SAN BERNARDINO MERIDIAN, LOCATED IN RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 13; THENCE SOUTH W01'59" EAST
ALONG THE EAST LINE OF SAID SECTION 13, SAID LINE ALSO BEING THE CENTERLINE OF BRIGGS ROAD
(FORMERLY ALICANTES ROAD) OF ROMOLA FARMS NO. 15, AS SHOWN ON MAP ON FILE IN BOOK 15 OF
MAPS, AT PAGES 98 THROUGH 100, INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA,
A DISTANCE OF 80.21 FEET TO A POINT THEREON; THENCE SOUTH 89°58'01" WEST, A DISTANCE OF
40.00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING ON THE WEST RIGHT OF WAY LINE
OF SAID BRIGGS ROAD PER DOCUMENT RECORDED JUNE 24, 1994, AS INSTRUMENT NO.253035,
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID POINT ALSO BEING ON A LINE PARALLEL WITH AND
DISTANT WESTERLY 40.00 FEET, MEASURED AT A RIGHT ANGLE, FROM SAID CENTERLINE OF BRIGGS
ROAD; THENCE SOUTH 00*01'59" EAST ALONG SAID RIGHT OF WAY LINE AND ALONG SAID PARALLEL
LINE, A DISTANCE OF 48.00 FEET; THENCE SOUTH 89°58'01" WEST, A DISTANCE OF 52.00 FEET, TO A
POINT ON A LINE PARALLEL WITH AND DISTANT WESTERLY 92.00 FEET, MEASURED AT A RIGHT ANGLE,
FROM SAID CENTERLINE OF BRIGGS ROAD; THENCE NORTH 00°01'59" WEST ALONG SAID PARALLEL
LINE, A DISTANCE OF 48.00 FEET; THENCE NORTH 89°58'01" EAST, A DISTANCE OF 52.00 FEET TO THE
TRUE POINT OF BEGINNING.
PARCEL 2
THOSE PORTIONS OF THE NORTHEAST ONE -QUARTER OF SECTION 13, TOWNSHIP 5 SOUTH, RANGE 3
WEST, SAN BERNARDINO MERIDIAN, LOCATED IN RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:
COMMENCING ATTHE NORTHEAST CORNER OF SAID SECTION 13; THENCE SOUTH DD-01-59" EAST
ALONG THE EAST LINE OF SAID SECTION 13, SAID LINE ALSO BEING THE CENTERLINE OF BRIGGS ROAD
(FORMERLY ALICANTES ROAD) OF ROMOLA FARMS NO. 15, AS SHOWN ON A MAP ON FILE IN BOOK 15
OF MAPS, AT PAGES 98 THROUGH 100, INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA, A DISTANCE OF 1491.48 FEET TO A POINT THEREON; THENCE SOUTH 89°58'01" WEST, A
DISTANCE OF 30.00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING ON THE WEST RIGHT
OF WAY LINE OF SAID BRIGGS ROAD, SAID POINT ALSO BEING ON A LINE PARALLEL WITH AND DISTANT
WESTERLY 30.00 FEET, MEASURED AT A RIGHT ANGLE, FROM SAID CENTERLINE OF BRIGGS ROAD;
THENCE SOUTH 00*01'59" EAST ALONG SAID RIGHT OF WAY LINE AND ALONG SAID PARALLEL LINE, A
DISTANCE OF 40.00 FEET; THENCE SOUTH 89°58'01" WEST, A DISTANCE OF 60.00 FEET, TO A POINT ON
A LINE PARALLEL WITH AND DISTANT WESTERLY 90.00 FEET, MEASURED AT A RIGHT ANGLE, FROM SAID
CENTERLINE OF BRIGGS ROAD; THENCE NORTH 00*01'59" WEST ALONG SAID PARALLEL LINE, A
DISTANCE OF 40.00 FEET; THENCE NORTH 89°58'01" EAST, A DISTANCE OF 60.00 FEET TO THE TRUE
POINT OF BEGINNING.
EXHIBIT A 6
EXHIBIT B
Map Showing Property and Its Location
EXHIBIT "B"
McKINLEY RD.
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SCALE: 1' = 1000'
SECTIONS 13 S 24T.5S. R.W.B.M. \ ' PropertyProperiy Plat
DEVELOPMENT AGREEMENT FOR
MENIFEE VALLEY
PREPARED BY r
HECKED BY DATE
R.Beuschleln J.Valadex 12/15/2023 SHEET 1 OF 1
HUNSAKER & ASSOCIATES IRVINE, INC w,O.:
INLAND EMPIRE REGION 1873-38303X
2900 ADAMS STREET, SUITE A-15 SCALE:
RIVERSIDE CA 92504 (951)352-7200
PLANNING/ENGINEERING/SURVEYING/GOVERNMENT RELATIONS 1" = 1000'
EXHIBIT B 1
EXHIBIT C
Conceptual Phasing Plan
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HIGHWAY 74
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Conceptual Phasing Plan
EXHIBIT C
EXHIBIT D
RESERVED
EXHIBIT D [RESERVED]
FXTTTRTT F1
Offsite Improvements and Fair Share Obligations
Schedule 1: Offsite Improvements Constructed by Deve!oper
Highway 74 at Menifee (Int 47)
1. Northbound: 2 left turn lanes, 2 through lanes. 2 right turn lanes
2. Southbound: 2 left turn lanes, 1 through lane, I through/right turn lane
3. Eastbound: 1 left turn lane, 3 through lanes. I right turn lane
4. Westbound: 2 left turn lanes, 1 through lane, 1 through/right turn lane
Highway 74 at McKinley (Int 52)
1. Northbound: 1 left turn lane, 1 right turn lane
2. Southbound: N/A
3. Eastbound: 3 through lanes. I right turn lane
4. Westbound: 1 left turn lanes, 2 through lanes
Highway 74 at Malaga (Int 53)
1. Northbound: 2 left turn lanes,1 through lane striped out in interim. I right turn lane
2. Southbound: N/A
3. Eastbound: 2 left turn lanes striped out in inter.m. 3 through lanes,1 right turn lane
4. Westbound: 2 left turn lanes, 2 through lanes
Highway 74 at Briggs (Int 56)
1. Northbound: 2 left turn lanes, 2 through lanes, 1 right turn lane
2. Southbound: 1 left turn lane. 1 through lane. I through/right turn lane
3. Eastbound: 2 left turn lanes with on lane striped out in interim. 3 through lanes, I right turn lane
4. Westbound: 2 left turn lanes, 2 through lanes, 1 right turn lane
Menifee at Biscayne tint 481
1. Northbound: 1 left turn lane. 2 through lanes, I through/right turn lane
2. Southbound: I left turn lane. 1 through Iane, I throughlright turn Lane
3. Eastbound: 1 left/through/right turn :are
4. Westbound: I left turn lane. 1 through/right turn lane
Menifee at McLaughlin (Int 49)
1. Northbound: 2 left turn lanes, 3 through lanes. 1 right turn lanes
2. Southbound: 2 left turn lanes. 1 through lane. I through/right turn lane
3. Eastbound: 1 left turn lane. 1 through lane, 1 right turr. lane (2 eastbound lanes on departure
side dropping to 1 lane to accept 2xSBL from Menifee)
4. Westbound: 2 left turn lanes, 1 through lane, 1 right turn lane 12 westbound lanes on departure
side dropping to 1 lane (to accept 2xNBL from Menifee)
1 This is the Current Version of Exhibit E as of January 4, 2024. It is subject to City staff
review and verification.
EXHIBIT E 1
Schedule 1: Off site Improvements Constructed by Developer, continued
Menifee at Project Drive 1/Civic Property (Int 50)
1. Northbound: 2 through lanes, i through/right turn lane
2. Southbound: I left turn lane, 2 through lanes
3. Eastbound: N/A
4. Westbound: 1 left/right turn fare
Briggs at Heritage Highschool Driveway (Int 57)
1. Northbound: I left turn lane, 2 through lanes
2. Southbound: 2 through lanes, I right tum lane
3. Eastbound: I left turn lane, I right turn lane
4. Westbound: N/A
Briggs at McLaughlin (Int 58)
1. Northbound: I left turn lane, 1 through lane, 1 through/right turn lane
2. Southbound: 1 left turn lane, 1 through lane, I through/right turn lane
3. Eastbound: 1 left turn lane. 1 left/through./right turn lane
4. Westbound: 1 left turn lane, 1 through/right turn lane
Briggs at Project Driveway 5 (Int 59) (not signalized)
1. Northbound: 2 through lanes
2. Southbound: I through lane. I through/right turn ane
3. Eastbound: 1 right turn lane
4. Westbound: N/A
Briggs at Meadow Oak (Int 60)
1. Northbound: 1 left turn lane. I through lanes,1 through/right turn lane
2. Southbound: I left turn lane, 1 through lane. I through/right turn lane
3. Eastbound: 1 left turn lane, 1 through/right turn lane
4. Westbound: I left turn lane. 1 through/right turn lane
Briggs at Project Driveway 6 (Int 61) (not signalized)
1. Northbound: 2 through lanes
2. Southbound: 1 through lane. I through/right turn lane
3. Eastbound: I right turn lane
4. Westbound: N/A
Briggs at Hillridge Street (Int 62)
1. Northbound: 1 left turn lane. I through lanes, I through/right turn lane
2. Southbound: 1 left turn lane. 1 through lane. I through/right turn Lane
3. Eastbound:1 left turn lane. I through/right turn lane
4. Westbound: I left turn lane. 1 through/right turn lane
EXHIBIT E 2
Schedule 1: Offsite Improvements Constructed by Developer, continued
Briggs at Matthews (Int 631
1. Northbound: 1 through lanes, 1 through/right turn lane
2. Southoound: 1 left turn lane, 2 through lanes
3. Eastbound: NA
4. Westbound: 1 left turn lane, 1 right turn lane
McCall at Encanto (Int 70)
1. Northoound: 1 left turn lane, 1 through lane, 1 right turn lane
2. Scutnoound: 1 left turn lane, 1 through/right turn lare
3. Eastbcund: 1 left turn lane, 1 through lane, 1 through/right turr :ane
4. Westbound: I left turr lane, 2 through lanes, 1 through/right turr ane
McCall at Snermar. tint 71)
1. Northoound: 1 left turn lane. I through/right turn lane
2. Soutnoound: I left turn lane, 1 through ane. I right turn lare
3. Eastbcund: 1 left turn lane, 2 through lanes. 1 through/right turn lane
-t. Westbound: I left turr :ane. 2 through :apes, I throughjright turn lane
McCall at Via Entrada/Hillpointe Drive Ino Intersection #j
1. Northbound: I left/through/right turn lane
2. Southoound: 1 left/through/right turn lane
3. Eastbcund: 1 left turn lane, 2 through lanes, 1 through/right turn lane
4. westoound: 1 left turn lane, 2 through lanes, 1 through/right turn lane
McCall at Antelope (Int 72)
I. Northoourd: I left turn lane. I throughjright turn :are
2. Scuthoour.d: 1 left turn lane, 1 through lane, 1 ►:ght turn lare
3. Eastbcund: 1 left turn lane, 2 through lanes, 1 thrcugh/right turn lane
4. Westbound: I left turn lane. 2 through !apes, 1 through/right turr :ane
McCali at Aspel (no Intersection #) (not sigralized)
1. Northbound: I left/ thrcugh/right turn lane
2. Seuthbound: 1 left/thrcugh/right turn lane
3. Eastbound: 1 left turn lane. 2 th-ough lanes. 1 thrcugh/right turn lane
4. Westbound: I left turr lane. 2 through lanes, 1 throughjright turr !ane
McCall at Menifee Medical Center/Oakhurst Averue (no Intersection #)
1. Northbound: 1 left/through/right turn lane
2. Southbound: 1 left/through/right turn lare
3. Eastbcund: 1 left turn lane, 2 through lanes. 1 through/right turn lane
4. Westbound: I left turr. lane, 2 through lanes, I through/right turn lane
EXHIBIT E 3
Schedule 1: Offsite Improvements Constructed by Developer. continued
.%4cCali at lunipero (Int 73)
1. Northbound: 1 leftlthrcugh/right turn lare
2. Scutnbourd: 1 left turr/thrcugh lace. 1 right turn lare
3. Eastbound: 1 left turn lane. 2 througn lanes. 1 thrcugh/right turn lane
4. Westoourc: 1 left turn lane. 3 through lanes, 1 right turr lane
McCall at Menifee (Irt 74)
1. Northoourd: 2 left turn lanes, 2 through lanes. 1 through/right turn lane
2. Scutnoour-d: 2 left turn lanes. 2 tnrougn lanes. 2 right turn lane
3. Eastbound: 2 left turn lanes, 3 through tares. 1 --ght turn fare
4. Westbound: 2 left turn lanes, 2 throign lanes. 1 right turn lave
Off site Roadway Seftment Improvements
Highway 74: West of Menifee:
• 2 eastbound lanes transitioning to 3 lanes
• 2 westbound lanes (no curb)
Highway 74: Menifee to Briggs
• 3 eastbound lanes
• 2 westbound lanes (no curb)
Highway 74: East of Briggs
• 3 eastbound lanes dropping to 2 lanes
• 2 westbound lanes (no curb)
Menifee: North of Highway 74
• 2 rorthoourd lanes dropoing to 1 lane (ro curb)
• 1 southbcund lane transit:cning to 2 lanes (ro curb)
Menifee: Highway 74 to Matthews
• 3 northbound lanes
• 2 southbound lanes
Menifee: South of Mattnews
• 2 northbound lanes
• 2 soutnbourd lanes dropping to 1 lane (ro curb)
Briggs: North of Highway 74
• 2 rortnbourd'anes dropoing to 1 lane tro curb)
• 1 so ithbcund lane t-ansit cning to 2 lanes tro curb)
EXHIBIT E 4
Schedule 1: Offsite Improvements Constructed by Developer, continued
Briggs: Highway 74 to Matthews
• 2 rorthoourC lanes
• 2 soithbeund lanes
Briggs: South of Matthews
• 1 rorthbounC ane transition ng to 2 rcrtnoourd lares
• 2 south -bound lanes
McCall: Ercanto to Men;fee
• 3 eastbound lares
• 3 westbound lanes
McLaughlin: Men fee to Matthews
• 1 eastbound lare or approach side, 2 eastbound lanes or departure s de dr000:ng to 1 lane Ito
accent 2xSBL from Menifee)
I westbound lane cn aooroach side, 2 westoourd lares on ceoartc.re siee crcppirg to 1 'are (to
allow for 2xN8L from %lenJee )
44` curb to curb
Matthews: McLaughlin to 250' SE of Ercartc
• 1 rorthwestbound lare
• 1 southwestbound lane
• 46' curb to curb (to match existirg widened secIzns)
EXHIBIT E 5
Schedule 2: Total Fair Share Fees to be Paid by Developer
Net Total
Project Pro Rata
Pro,,ect Pro
Improvement
Share
Ratio Fair Share
C+ffsite Improvement - Intersection
Cost
PercentMe
Cost (•)
4. Cambem Avenue/Central Avenue - SR-74
$5,000
10.13%
5510
6, EI Toro Cutoff Road/Central Avenue - SR-74
S594,000
4-65%
S27,630
10_ SR-74/RiverRoad
SS93,990
S-9396
535,230
14. C Street/4th Street - SR-74
$Sa000
22.63%
51,090
15_ D street/4th Street - SR-74
$5,000
13.82%
5700
16. Perris Boulevard/4th Street -SR-74
$5,000
7-31%,
S370
19_ Redlands Avenue/4th Street - SR-74
5346,000
10.66%
536,890
22_ Dunlap Drive/Nuevo Road
547,910
2-82%
51,360
23. Menifee Road/Nuevo Road
S4,209,500
S-21%
S219,320
24. Menifee Road/porter Street/Central Avenue
S1,231,770
11.10%
S136,730
25. Menifee Road/San Jacinto Avenue
S1,277,650
12.16%
51S5,370
26_ Menifee Road/ElbsAvenue
$1,035,42.0
18.15%
S187,930
27. Menifee Road/Mapes Road
S732,870
18.83%
5138,000
30_ Trumble Road/SR-74
S235,700
44.53%
5104,960
34_ Palomar Road/SR-74
5594,420
49.10%
5291,870
35_ Gcetz Road/Ethanac Road
S864,220
2.94%
S25,410
36_ Murreta Road/Ethanac Road
51,040,740
5.01%
552,150
37. Barnett Road/Ethanac Road
520
8.28%
510
40. 1-215 NB Ramps/Ethanac Road
S150,580
22-81%
S34,350
41. Encanto Dave/Ethanac Road
5110,700
25.77%
528,530
42. Sherman Road/Ethanac Road
51,000,380
39-31%
5383,250
43. Jackson Avenue/Ethanac Road
5473,340
48.1S%
5227.920
_
44. Antelope Road/Ethanac Road
5225,870
50-72%
S114,570
45_ Palomar Road/Manhtws Road
51,234,280
38.46%
S474,710
46_ Menifee Road/Watson Road
5923,420
20.63%
5190,510
S5_ Briggs Road/Watson Road J
S664,990
11-28%
57S,020
77 Bnggs Road/McCali Boulevard
S460
20-52%
S100
81_ Briggs Road/Simpson Road
51,105,190
9.37%
5103,560
8S_ Murrieta Road/Newport Road
52S2,90l
5.1.4%
513,000
86_ Evans Road/Newport Road
55,000
13.28%
5670
87. Brad:ey Road/Newport Road
55,000
14-75%
S740
89_ Haun Road/Newport Road
55,000
17_E_%
S900
92_ Antelope Road/Newport Road
S5,000
9.43%
54.A
93. Menifee Road/Newport Road
55.000
1195%
5600
97_ Vista Place - Winchester Road (SR-79)/SR-74
S697,170
36-75%
5256,210
98. Warren Road/Florida Avenue
S5,000
22.38°%
S1A120
100 Sanderson Avenue/Porxta Avenue - -
S5,0W
fl8.2W
S910
101. Sanderson ,;venue/Acacia Avenue
$5,000
12-46%
5630
108. San Jacinto Street/Florida Avenue
S5,000
20.02%
S510
Total project Pro Rata Fair Share Costs - Intersection Improvements
53,323,820
Net Total
Project Pro Rata
Pro,+ect Pro
Improvement
Share
Rata Fair Share
CNfsite Improvement - Roadway Segment
Cost
Percentage
Cost t •I
41. Nuevo Road between Dunlap Drr.-e and Menifee Road
$24,922,270
3.43%
SSS4,830
45_ Ethanac Road between Case Road and 1-215 SB Ramps
S1,100
6.20%
570
65. Simpson Road between Lindenberger Road and Briggs Road
S1,083,260
18.439$
5199,6 40
88_ Menifee Road between Matthews Road and McCall Blvd
S1,422,100
40?2%
S571,970
Total Project Pro Rata Fair Share Costs- Roadway Segment Improvements
$1,62.6,510
Total Fair Share Fees to be Paid by Developer $d,950,330
(•} Project Fair Share Pro Rata Costs are rounded up to next 510 increment
Above information from Table A - Intersection Improvement Cost Estimates, and Tab e 3 - Roadway Segment Improvement Cost
Estimates, both as prepared by LSA and dated 12/22/2023
EXHIBIT E
Schedule 3: Develooer's Fair Share Obiization for McCaU Improvements
McCall Boulevard improvements - Iniersection
Net Total
Improvement
Cost
Project Pro Rata
S,are
Percentage
Protect Pro
Rata Fag Share
Cost 1.1
70. Encanto DfivefMcCall Boulevard
S631,960
34.45%
5227.720
71. Sherman Road/ •McCall Sculevard
5859,000
38.M
S327,280
72. Antelope Road/McCall Boulevard
$2,268,780
37.24%
5435.260
73. lunipero Road/McCall Boulevard
$961,970
40.65%
S391.050
74. Menifee Road/McCall Boulevard
S3,201,540
39,06%
$2.250.530
Total Project Pro Rata Fair Share Costs - Intersection Improvements
S2,621,840
McCall Boulevard Improvements - Roadway Segment
Net Total
Improvement
Cost
Project Pro Rata
Scare
Percentage
Project Pro
Rata Fakir Share
Cost f•1
57. McCall Boulevard between Encanto Drive and Sherman Road
$2,530,080
35.38%
$895.150
S8. MCCa'I Boulevard between Sherman Road and Ante:ooe Road
S3,194,590
34.091h,
51,089.0.10
59. McCall Boulevard between Antelope Road and 1unipero Road
$5,322,970
37.49%
SI:)9S,590
60. McCall Boulevard between Junipero Road and Menefee Road
5384,620
41.41%
$159,280
Total Project Pro Rata Fair Share Costs - Roadway Segments
S4.139A60
Total Estimated Pro Rata Fair Share Ob"on
$6.760,900
Grand Total Estimated Improvement Costs S3B.2SSS10
Total Fair Share Obliption as Percentage of Total Improvement Costs 37%
McCall Excess Contribution as Percentage of total Improvement Costs
63%
Project Fair Share Pro Rata Costs are rounded up to n-oct S10 increment
Note. Developer is constructing improvements and therefore not sublect to Dayrrtnt of the MCCali Boulevard Fair Share fees
Above nformation from ladle A - Interwton Improvement Cost Estimates. and Table 9 - Roacwav Segment mpeovement Cost
Est mates, both as prepared yv LSA and dated 1212212023
EXHIBIT E
EXHIBIT F
Community -Wide and Area -Wide Infrastructure and Park Benefits
Infrastructure/Park
Feature
Developer Provides
Developer
Receives
Timing
Developer's
Excess
Contributions
1. Fire Station /
Developer shall dedicate fee title to
Development
Site Conveyance: A Grant
Land Value:
Public Facility
approximately 4.87 acres free and
Impact Fee
Deed conveying a legal lot
Site
clear of liens and encumbrances for
credits in an
for the fire station shall be
$3.3 million
the development of a Fire Station
amount not to
provided to City in a form
and/or Public Facility
exceed Fire DIF
acceptable to City Attorney,
Fire Station
otherwise
within ten (10) business
Contribution:
Developer shall contribute $10
applicable to the
days following recordation
million to City for the construction
Project,
of Final Map 38303.
$10 million
of a Fire Station and/or Public
estimated at $2.7
Facility on the site.
million.
Pad Ready: Mass grading
Total Excess
and utility stubs to property
Contribution:
of all utility types shall be
completed no later than
$10.6 million
April 1, 2025.
Frontage Improvements:
All frontage improvements
shall be completed no later
than the earlier of (i) sixty
(60) days prior to issuance
of the first Certificate of
Occupancy for Business
Park/Commercial Business
Park and (d) April 1, 2026.
Financial Contribution:
Developer shall pay to City
$2.5 million of the $10
million contribution prior to
the earlier of issuance of
first residential building
permit or April 1, 2024 and
the remaining $7.5 million
prior to April 1, 2025.
2. Sports/Aquatic Developer shall build and dedicate Development Plot Plan must be approved Land Value:
Park (16.7 Acres) the Sports/Aquatic Park. impact fee credit within 6 months following
in an amount not recordation of the tract map $11.4 million
to exceed Park creating Park Lot. (required by
DIF otherwise Quimby Act)
Z Notwithstanding the times set forth in this table, the parties may, in their sole and absolute respective discretion,
mutually agree to modify timing for the delivery of the improvements described in this Exhibit F, without the need
for an amendment to the Agreement.
EXHIBIT F
Infrastructure/Park Developer Provides Developer Timing Developer's
Feature Receives Excess
Contributions
applicable to the
Project,
Construction drawings must
Construction
estimated at $1.7
be approved prior to 1st
Costs:
million.
production Certificate of
Occupancy for residential
$15.7 million
Conveyance of
development.
the land for the
Total Excess
Sports Park shall
The Park must be complete
Contribution:
satisfy a portion
and open to the public prior
of Developer's
to issuance of Certificate of
$14.0 million
Quimby Act
Occupancy for the two
obligations.
hundred fiftieth (250")
residential unit.
3. Pedestrian
Developer shall build and dedicate
Construction drawings must
Construction
Bridge'
the Pedestrian Bridge
be approved prior to first
Cost:
production Certificate of
Occupancy for residential
$3.9 million
development.
Total Excess
Certificate of completion
Contribution:
must be issued prior to
issuance of Certificate of
$3.9 million
Occupancy for the two
hundred fiftieth (250t')
residential unit.
Class I bicycle trail and
4. Paseo 8A / Paseo
Developer shall build and dedicate
Conveyance of
contiguous pedestrian trail
Land Value:
8B
to City Paseo 8A and Paseo 8B
the land for
within PA 7A, Paseo 8A,
(totalling approximately 14 acres),
Paseo 8A / Paseo
Paseo 813, and PA 9 must be
$9.0 million
with the exception of the proposed
8B shall satisfy a
completed prior to issuance
EMWD well site.
portion of
of the first Certificate of
Construction
Developer's
Occupancy within any of
Costs:
Quimby Act
Planning Areas 1, 2, 9, and
obligations.
10 (as desginated in the
$8.5 million
MVSP).
Total Excess
The balance of Paseo 8A
Contribution:
must be completed prior to
first residential Certificate of
$8.5 million
Occupancy.
The balance of Paseo 8B
must be completed prior to
the earlier of (i) issuance of
the first building permit for
any non-residential building
within 600 feet of nearest
residential to the south, and
3 Obligation may be waived and released by City pursuant to Section 5.5.5(b).
EXHIBIT F 2
Infrastructure/Park
Developer Provides
Developer Timing'
Developer's
Feature
Receives
Excess
Contributions
(ii) the first Certificate of
Occupancy within Planning
Area 10 (as designated in
the MVSP).
5. Private
Developer shall build a private
N/A Private Recreation
N/A
Community
community recreation
Center/Clubhouse shall be
Recreation
center/clubhouse. Estimated
completed prior to I"
Center/Clubhouse
construction cost is $2.2 million.
production residential
Certificate of Occupancy.
6. Retail / Specialty
Developer shall construct no less
N/A Certificate(s) of occupancy
N/A
Commercial
than 115,000 square feet of
must be issued for a
along Highway
retail/specialty commercial
minimum 34,500 s.f. of the
74 East of
development in Planning Area 13
retail/specialty commercial
Malaga
(as designated in the MVSP).
along Highway 74 East of
Malaga prior to issuance of
a Certificate of Occupancy
that causes any of the
following: (i) cumulative
Forecasted Daily Trips from
the residential development
components of all
Subsequent Development
Approvals exceeding seven
thousand six hundred
seventy-nine (7,679), (ii)
cumulative Forecasted Daily
Trips from the business park
and commercial -business
park development
components of all
Subsequent Development
Approvals exceeding
thirteen thousand and forty
(13,040), or (iii) cumulative
Forecasted Daily Trips from
all Subsequent Development
Approvals exceeding twenty
thousand seven hundred
nineteen (20,719).'
'This requirement may be deferred upon Developer's presentation to City of a Market Feasibility Analysis that
demonstrates to City's satisfaction that completion of the improvement in the time required is not economically
feasible.
EXHIBIT F
Infrastructure/Park Developer Provides Developer Timing Developer's
Feature Receives Excess
Contributions
7. Initial Industrial Developer shall construct and
Infrastructure dedicate to City:
Improvements • Menifee Road improvements
along Project frontage
• Menifee/McLaughlin
intersection improvements
• Malaga Road to McLaughlin
Road (within Project
boundaries)
• McLaughlin Road in project
(up to and including
roundabout)
• McLaughlin Road from
Menifee Road to Case Road
• Case Road to within two
hundred fifty (250) feet of
Ethanac Road
8. Secondary Developer shall construct and
Industrial dedicate to the City and/or Caltrans,
Infrastructure as applicable:
Improvements • Highway 74 along project
frontage west of Malaga
• Highway 74/Malaga
intersection/traffic signal
• Highway 74/Menifee Road
intersection
9. Residential Developer shall construct and
Infrastructure dedicate to the City:
Improvements • Briggs Road along project
frontage
• Menifee Valley Road (spine
road)
• McLaughlin Road east of
roundabout to Briggs Road
10.Highway 74 Developer shall construct and
Residential- dedicated to the City and/or
Related Caltrans, as applicable, all roadway
Improvements improvements for the intersection of
Briggs Road and Highway 74.
N/A All improvements must be
completed and dedicated to
and accepted by City prior
to issuance of the first
Certificate of Occupancy for
Business Park and/or
Commercial -Business Park
development.
N/A All improvements must be
completed and dedicated to
and accepted by the City
and/or Caltrans, as
applicable, prior to issuance
of the first Certificate of
Occupancy for any building
other than Buildings 1, 3,
and 4 (as designated on the
MVSP)
All improvements must be
completed and dedicated to
and accepted by the City
prior to issuance of the first
Certificate of Occupancy for
any residential development
in the Project.
N/A All improvements must be
completed and dedicated to
and accepted by the City
and/or Caltrans, as
applicable, prior to the two
hundredth (200`') Certificate
of Occupancy for residential
development in the Project.
N/A
N/A
N/A
EXHIBIT F 4
Infrastructure/Park Developer Provides Developer Timing' Developer's
Feature Receives Excess
Contributions
11. Highway 74
Commercial -
Related
Improvements
Developer shall construct and
dedicatet to the City and/or
Caltrans, as applicable all roadway
improvements for Highway 74
along the project frontage for
Planning Area 13 (as defined in the
MVSP)
N/A All improvements must be N/A
completed and dedicated to
and accepted by the City
and/or Caltrans, as
applicable, prior to issuance
of the first Certificate of
Occupancy for any
commercial development in
the Project.__ _ _ _
EXHIBIT F