Beaumont City Council
May 21, 2024

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4. Development and construction of the Beaumont Pointe Specific Plan Project will create both temporary and permanent onsite jobs and will indirectly support local and regional jobs. Additionally, construction spending will create a one-time stimulus to the local and regional economies. Once the Project is completed, the Beaumont Pointe Specific Plan Project will ultimately spur the creation of both local and regional jobs, and there would be additional output and earnings to the local and regional economies.

Temporary construction and long-term operational jobs created by the Project would result in increased spending throughout the region, including in the City of Beaumont. It is anticipated that annual personal earnings would increase through the generation of new jobs, and these earnings would ripple through the local and regional economy, creating a one-time increase in output and earnings associated with construction jobs and an on -going increase in output and earnings associated with permanent jobs. Employment generation associated with operation of the proposed buildings is discussed under Item 4, above. Refer to Exhibit A, Beaumont Point Specific Plan Fiscal Impact Analysis.

5. The Beaumont Pointe Specific Plan Project will provide new development that will generate revenues for the City in the years and decades ahead. Once construction is completed, the facility will annually generate additional City revenue. This increased revenue from the development will be driven by sales tax, property tax, property tax in lieu of Motor Vehicle Licensing Fees, hotel lodging tax, business license fees and other tax, license, permit charges and fees as documented in the Fiscal Impact Analysis (Exhibit A).

The Project would have a positive fiscal impact on the City of Beaumont through construction and development of the Project, as well as throughout the life of the Project. The construction and development of the site would produce an economic stimulus as a result of the payment of one-time fees and recurring revenues. An Economic and Fiscal Impact Analysis was prepared for the Project in August 2023 by Development Planning & Financing Group (see Exhibit A.1).

At Project buildout, the Project is expected to generate approximately $2,092,151 per year in property tax revenue (of which the City will receive approximately $523,038 per year) and $1,476,082 in Property Taxes In lieu of Motor Vehicle License Fee (MVLF). The hotel within the Project will generate approximately $547,500 per year in transient occupancy tax for the City, and $453,000 in annual sales tax to the City from the commercial components of the Project. This amounts to over $3.5 million in gross recurring annual revenues and over $1.5 million in net recurring annual general fund surplus paid to the City. Over a twenty-year period after Project buildout, assuming a 1% growth per year in Transient Occupancy Tax Revenue and a 2% growth per year for all other revenue categories, the Project is anticipated to generate $85,113,976 in total tax revenues to the City.

Beaumont Pointe Specific Plan Project
Facts and Findings and Statement of Overriding Considerations

"ATTACHMENT 1"
In summary, as documented in the Fiscal Impact Analysis (Exhibit A):

1. Property is anticipated to have a total assessed value of approximately $1.56 Billion at build -out. (Appendix B, Table 3)

2. The Project is anticipated to increase the City's job base by 22%. (City currently has approximately 24,300 employees. The Project is anticipated to create 5,451 new employees.) (Table 3)

3. The Project is anticipated to generate an annual General Plan surplus of $1.6MM at build -out. (At build -out, the Project is projected to generate $3.6MM of recurring annual revenue to the City. The Projected is anticipated to require $2.0MM of recurring annual expenditure to the City.) (Table 2)

4. The Project is anticipated to increase key recurring tax revenue to the City by 16%. (For the City's Adopted Budget for fiscal year 2023/2024, the City expects to receive $15.6MM total per year in Secured Property Tax, Motor Vehicle In -Lieu Taxes, and Transient Occupancy Tax — Appendix B, Table 8. The Project is anticipated to contribute an additional $2.5MM per year in these categories — Table 2)

5. The Project is anticipated to increase demand on City services by only approximately

4.0%. (The City currently has demand on City services from approximately 68,890 Equivalent Residents. The Project will increase demand on City services by approximately 2,725 Equivalent Residents.) (Table 3).

6. The Beaumont Pointe Specific Plan Project will help meet the existing demand for high - quality, large-scale, Class A high cube warehouse/distribution centers within a geographic area that allows for access to a multi -modal transportation system.

Regional access to the Project site is provided via the SR -60 Freeway at the Potrero Boulevard interchange, approximately 1.3 miles to the east, and the I-10 Freeway at SR -79, approximately

3.3 miles to the east. The Project site is approximately 2.5 miles west of the junction of SR -60 Freeway and I-10, 3 miles west from the westbound on -ramp of the I-10 Freeway at Oak Valley Parkway via Potrero Boulevard, and 14 miles east of Interstate 215 (I-215). The Project will help to fulfill southern California's unconstrained demand for warehousing space (i.e., demand without accounting for the amount of suitably zoned land for future development), which is estimated to be approximately 1.81 billion square feet by the year 2040, as projected by SCAG14. In doing so, the Project will further diversify the City's economy and secure the City's position in the regional, State, and international marketplace. 14 SCAG. (April 2018). Southern California Association of Governments Industrial Warehousing Supply. Available at:
https://scag.ca.gov/sites/main/files/file-attachments/industrial_warehousing_report_-_revised 2018.pdf?1605989650 Beaumont Pointe Specific Plan Project
Facts and Findings and Statement of Overriding Considerations

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7. The Beaumont Pointe Specific Plan Project will fulfill a need in the City and region with wellness -based retail, including entertainment, recreation, hospitality, and restaurants.

The City currently lacks diversity in its retail market and desires to expand and diversify its retail and commercial sectors. Incorporation of wellness -based retail, including entertainment, recreation, hospitality, and restaurants would diversify the City's current retail and commercial sectors consistent with City General Plan Goals 5.1, 5.5, 5.7, and 5.815 by establishing an active setting that would provide a gathering place for the community and a variety of retail, recreation and restaurants uses not currently available in the City. This would diversify and expand available commercial services for City residents, could attract visitors traveling along the SR -60 corridor, and would also diversify the City's tax revenues, stabilizing the City's revenues by expanding sources of revenue generation.

Planning Areas 1 and 2 totaling 30.2 acres are designated General Commercial. This area is intended to provide an outdoor retail experience with a variety of wellness activities for all ages unique to the City and region. "The Experience at Beaumont Pointe," includes a combination of hospitality, restaurant, and recreation commercial uses and is designed to be a multi -generational, regional destination focusing on entertainment, physical activity and wellness -based retail. A tree -lined "Promenade" featuring water features, outdoor living room seating areas, and shading devices serves as the organizing spine of the Project. The "Promenade" takes users from the hotel at one end, through each area to the next, past the "Activities Park," to its termination at a large climbing wall that has both indoor and outdoor climbing experiences. The "Activities Park" serves as the focal point of "The Experience at Beaumont Pointe," and consists of landscaping, seating, video screen walls, and programming provided by the commercial developer for wellness activities such as yoga, movies on the lawn, and "biergarten" games. The retail -use buildings feature large facade openings with large doors, to allow a dynamic interaction of indoor / outdoor activities and varied uses to spill out onto the "Promenade" and park areas. Potential activity and recreation -based retail uses proposed includes indoor go-karting, stationary surf wave pools, indoor trampoline parks, ninja obstacle course gyms, climbing gyms, training facilities, and various athletic and wellness studios. A cluster of restaurants with patio dining face the "Activities Park" and shelter it from the parking areas. The spaces between the restaurants serve as seating areas and portals into the project from the parking field.

8. The Beaumont Pointe Specific Plan Project will provide significant job opportunities while providing additional infrastructure benefits to the City and local area in an efficient and cost-effective manner.

The Project is estimated to generate approximately 5,456 permanent jobs which would represent approximately 34% of SCAG's forecast. By contributing new employment to a 15 Goal 5.1: A dynamic local economy that attracts diverse business and investment. Goal 5.5: A community with vibrant shopping areas. Goal 5.7: A unique destination that celebrates Beaumont's location, history, and community.

Goal 5.8: A financially stable community.

Beaumont Pointe Specific Plan Project
Facts and Findings and Statement of Overriding Considerations

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housing -rich area, the Project will contribute to an improved jobs -housing ratio for the City and would be within the anticipated business growth projections of the City.

The Project would construct four main roadways for on -site circulation -4th Street, Jack Rabbit Trail, Entertainment Avenue, and Industrial Way. All roadways will be public right of way unless otherwise indicated in the Beaumont Pointe Specific Plan; Entertainment Avenue and Industrial Way are private roads. The precise location of roadways and access points identified in the DEIR are considered conceptual in that they may be modified to meet the requirements of the City of Beaumont Public Works Depth tiuent and to address final grading requirements.

The Project Applicant would be required to pay Transportation Uniform Mitigation Fees (TUMF), Development Impact Fees (DIF), and fair share improvement fees that the City would use to ensure the implementation of roadway improvements in the area in order to minimize traffic congestion. In addition, these fees would fund additional traffic improvements to General Plan roadways in the Project area and would go toward the maintenance of roadway infrastructure in the Project area.

The Project would include domestic and recycled water infrastructure, sewer lines, lift station, upgrading Hidden Canyon Lift Station, storm drain infrastructure, and dry utilities which would be installed in compliance with the requirements of the respective utility providers and consistent with final plans approved by the utility providers.

The Project would provide over $2 million in fair -share contributions toward infrastructure improvements.

9. The Beaumont Pointe Specific Plan Project will provide other Community Benefits.

Through the Project's Development Agreement, the Project Applicant will be providing additional Community Benefits supporting the surrounding community, including but not limited to the following:
• Full cost of build out and dedication of 4th Street and Jack Rabbit Trail on the Project site as new public roads.
• Expansion of the sewer lift station at 4th Street and Potrero Boulevard to increase capacity required to serve the Project, providing capacity for the Project and wet well available to the City.
• Payment of TUMF fees, school fees, MSHCP fees, Development Fees, and utility connection fees subject to fee credits.

Beaumont Pointe Specific Plan Project
Facts and Findings and Statement of Overriding Considerations

"ATTACHMENT 1"
• Construction of Offsite Traffic Improvements and/or payment of fair share contributions towards traffic improvements as described on Exhibit "D" of the Development Agreement.
• Conveyance of 230.82 acres of land, including 152.42 acres on the Project site (Planning Area 10) and 78.40 acres of land offsite, to RCA or to another conservation agency or non-profit organization with the approval of RCA to further wildlife interests, providing access for wildlife movement to Caltrans constructed and proposed wildlife undercrossings along the SR -60 Freeway abutting the northern Project boundary and construction of fencing around property perimeter to support the function of Proposed Core 3 of the MSHCP, consistent with the MSHCP goals of providing live-in habitat and facilitating movement of wildlife.
• Increase in local tax revenues including sales and property taxes and transit occupancy taxes.
• Increase in employment opportunities in local area.

10. The Beaumont Pointe Specific Plan Project development will facilitate the City's goal of sustainable development by being energy and water efficient in conformance with the City's Climate Action Plan.

Development within the Specific Plan will be energy efficient in conformance with the criteria from the City of Beaumont Climate Action Plan. Because technological and methodological specifications in energy efficiency criteria could become obsolete in the future due to advancement over time, the Project may implement new technologies and methodologies if they achieve at least as much environmental protection and do not result in new or greater significant environmental impacts than the technologies or methodologies specified in the following criteria:

1. Energy Efficient Structures
a. Enhanced Insulation shall be provided via methods such as rigid wall insulation R-13, roof/attic R-38, etc.
b. Greatly Enhanced Window Insulation with 0.28 or less U -factor, 0.22 or less SHGC, etc. shall be provided.
c. Modest Cool Roofs with CRRC Rated 0.15 aged solar reflectance, 0.75 thermal emittance, etc. shall be provided.
d. 20% of the power needs of each building shall be provided by Solar Photovoltaic panels or wind, installed on buildings or in collective arrangements.

2. Energy Efficient Heating and Cooling (HVAC)
a. Distribution loss reduction with inspection shall be provided via HERS Verified Duct Leakage or Equivalent.

Beaumont Pointe Specific Plan Project
Facts and Findings and Statement of Overriding Considerations

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b. Improved Efficiency HVAC (EER 14/78% AFUE or 8 HSPF) shall be provided.

3. Energy Efficient Potable Water
a. Improved Efficiency Water Heater (0.675 Energy Factor) shall be provided. b. Water Efficient Showerheads (2.0 gpm) shall be provided. c. Water Efficient Toilets/Urinals (1.5 gpm) shall be provided. d. Water Efficient Faucets (1.28 gpm) shall be provided. e. Water Efficient Dishwasher (20% water savings) shall be provided.

4. Energy Efficient Appliances
a. Efficient Lights shall be provided.
b. Energy Star Commercial Refrigerators and Commercial Dishwashers shall be provided.

5. Energy Efficient Landscaping
a. Only low water using plants shall be used.
b. Weather based irrigation control systems combined with drip irrigation (demonstrate 20% reduced water) shall be used.
c. Graywater (purple pipe) irrigation system shall be provided on site.

6. Energy Efficient Transportation
a. A Car/vanpool program with preferred parking shall be provided within BEAUMONT POINTE.
b. Bike lockers and secure racks shall be provided.
c. Development shall provide reserved preferential parking spaces for car -share, carpool, and ultra -low or zero emission vehicles.
d. EV charging stations shall be installed in employee garages/parking areas.

11. The Beaumont Pointe Specific Plan Project will reduce the overall risk of wildfire spread on and off site.

The Project site is undeveloped, disturbed, vacant, and has hills in the south which contain existing native and non-native vegetation that would be susceptible to wildfire. The Project site is designated within Very High Fire Hazard Severity Zone (VHFHSZ) and High Fire Hazard Severity Zone (HFHSZ) within a State Responsibility Area (SRA) by the Riverside County General Plan and CalFire.

The Project includes a Fire Protection Plan (FPP) to ensure the protection of all development within Project from fire hazards and to reduce the overall risk of wildfire spreading off site with implementation of fire safety requirements, defensible space, and vegetation management.

The Project site improvements are designed to facilitate emergency apparatus and personnel access throughout the Project site. Driveway and road improvements with fire apparatus turnarounds provide access to the sides of every building. Water availability and flow will be Beaumont Pointe Specific Plan Project
Facts and Findings and Statement of Overriding Considerations

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consistent with requirements including fire flow and hydrant distribution required by local and state codes. These features along with the ignition resistance of all buildings, the interior sprinklers, and the pre -planning, training and awareness will assist responding firefighters through prevention, protection, and suppression capabilities. Buildings will be constructed in conformance with Riverside County codes for building within Wildland Urban Interface (WUI) areas that focus on preventing structure ignition from heat, flame, and burning embers.

As indicated in the FPP, all the existing fuel on the Project site and within fuel modification zone (FMZ) areas will be converted into hardscape and or partially or totally replaced with more appropriately spaced drought -tolerant, fire-resistant plants. Fuel conditions will be addressed through various vegetation management techniques, including FMZs to protect natural resources from fires in developed areas and to provide a managed area where fire spread is not facilitated toward the Project or away from the Project into wildland areas to lower the probability of burning and the potential fire size. As a result, the risk of a structure being destroyed, whether from a fire from with the development or outside the development, is significantly lower when defensible space is implemented. Fuel modification areas and fuel maintenance zone will also be implemented to minimizing the potential for an on -site fire spreading offsite. Specifically, in addition to a 100 -foot Fuel Modification Area (FMA), the Project will provide a 20 -foot wide fuel maintenance zone around the perimeter of the Project's wildland exposures. The fuel maintenance zone will be landscaped and irrigated to the pad edge, extending the protections provided by the FMA.

The Project would construct four main roadways for on -site circulation -4th Street, Jack Rabbit Trail, Entertainment Avenue, and Industrial Way. The roadways would increase access for first responses to the area. Additionally, the Project includes a looped perimeter road system (4th Street & Industrial Way) along with a phased series of 40' wide Interim Fire Access Loop Connections, to ensure adequate fire -fighting and emergency access, during construction and operation of the site. An emergency secondary access to and from the site is provided from State Highway 60 via Jack Rabbit Trail, where an emergency access gate will be installed to provide access for firefighting and for evacuation. The emergency access gate will meet all fire code requirements including an automatic gate opener with battery backup and solar charging.

Finally, the Project buildings will be constructed of concrete which is non-combustible and highly resistant to heat.

In conclusion, the City finds after consideration of the FEIR and the evidence in the record, that each of the specific overriding economic, legal, social, technological and other benefits of the Project as set out above independently and collectively outweighs the identified significant adverse environmental impacts and is an overriding consideration warranting approval of the Project. The City further finds that each of the individual benefits discussed above outweigh the unavoidable adverse environmental effects identified in the EIR and, therefore, finds those impacts to be acceptable. The City further finds that each of the benefits listed above, standing alone, is sufficient justification for the City Council to override these unavoidable environmental impacts.

The reasons for approval cited above are not unitary, so that even if a court were to conclude that not every reason is supported by substantial evidence, the City determines that each remaining reason Beaumont Pointe Specific Plan Project
Facts and Findings and Statement of Overriding Considerations

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standing alone would be sufficient to justify approval of the Project. The substantial evidence supporting the various benefits can be found in the FEIR and the CEQA Findings, above, which are incorporated by reference into the documents found in the administrative record. On the basis of the Findings made in Sections 3.0 through 8.0 included herewith, and the substantial evidence in the whole record of this proceeding, it is specifically found that there are significant benefits of the Project in spite of the unavoidable significant impacts. It is further found that, as part of the process of obtaining Project approval, all significant effects on the environment from implementation of the Project have been eliminated or substantially lessened where feasible. Any remaining significant effects on the environment found to be unavoidable are found to be acceptable due to the above -discussed specific overriding economic, technical, legal, social and other considerations.

Beaumont Pointe Specific Plan Project
Facts and Findings and Statement of Overriding Considerations

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10.0 ADDITIONAL FACTS ON RECORD

10.1 CUSTODIAN OF RECORD
The documents and materials that constitute the record of proceedings on which these findings have been based are located at the City of Beaumont, 550 East 6"' Street, CA 92223. The custodian for these records is Carole L. Kendrick, Planning Manager. This information is provided in compliance with Public Resources Code Section 21081.6.

Beaumont Pointe Specific Plan Project
Facts and Findings and Statement of Overriding Considerations

Exhibit A
Beaumont Pointe Specific Plan
Fiscal Impact Analysis

Beaumont Pointe Specific Plan

FISCAL IMPACT ANALYSIS
Prepared for the
JRT BP1, LLC

BEAUMONT
—CALIFORNIA—
August 2023
Prepared By:

DPFG

DEVELOPMENT PLANNING & FINANCING GROUP

Fiscal Impact Analysis
August 2023 Beaumont Pointe Specific Plan
Beaumont Pointe Business Park

FISCAL IMPACT ANALYSIS
Table of Contents
Page

1. Purpose of Fiscal Impact Analysis 3

2. Project Description 3

3. Executive Summary 4

4. FIA Recurring Revenues 5

4.1 Property Taxes 5

4.2 Property Taxes In -Lieu of MVLF 6

4.3 Sales Taxes 6

4.3.1 Transient Occupancy Taxes 6

4.3.2 Commercial Retail Sales Taxes 6

4.4 Other Revenues 6

5. FIA Recurring Costs 7

5.1 Non Departmental 7

5.3 Community Development 7

5.5 Public Safety 7

5.6 Public Works 8

6. Limiting Conditions 8

7. General Sources of Information and FIA Methodology 9 Appendix A: Project Maps
Appendix B: Detailed Fiscal Impact Analysis
Appendix C: Time -Phased Fiscal Impact Analysis (Term of City Forecast) 2

Fiscal Impact Analysis
August 2023 Beaumont Pointe Specific Plan

1. Purpose of Fiscal Impact Analysis
Representatives of JRT BP1, LLC have requested that DPFG, LLC. ("DPFG") prepare a Fiscal Impact Analysis ("FIA") to estimate the annual recurring net fiscal impact that the Beaumont Pointe Specific Plan ("Project") is anticipated to have on the City of Beaumont, California's ("City") General Fund at the Project's buildout, as well as its cumulative impact in the 20 years after buildout, if it were to be annexed into the City. Please note that the FIA is subject to limiting conditions outlined in this Report.

2. Project Description
The proposed Project is an employment and retail entertainment development which at buildout is anticipated to include approximately 246,000 square feet of general commercial uses, a 125 -room hotel, and approximately 4,995,000 square feet of industrial and warehouse uses in five buildings ranging in size from 600,000 and 1,400,000 square feet.

Beaumont Pointe Specific Plan (SP2019-0003)
The Project includes approximately 539.9 gross acres that are predominantly located just outside the City of Beaumont in the Unincorporated Area of the County of Riverside, between Moreno Valley and Beaumont, adjacent to Jack Rabbit Trail and below SR -60. The Project is within the Beaumont Pointe Specific Plan, which provides for the development of up to 539.9 acres comprising of 30.2 acres of General Commercial uses, approximately 232.6 acres of Industrial uses, and approximately 277.1 acres of Open Space. It is estimated that the Project will include an additional approximately 4,995,000 square feet of industrial uses, approximately 246,000 square feet of general commercial uses, and a 125 -room hotel upon buildout. A summary of the Project's land use assumptions is shown on the next page in Table -1, while the site plan is included in Appendix A-1. 3

August 2023
Fiscal Impact Analysis
Beaumont Pointe Specific Plan
Table -1
Beaumont Pointe Land Use Assumptions
Industrial
Probable Tenant Type
Bldg. SF (a)
Estimated Assessed
Total Assessed
Value per SF (b)
Value
Industrial (Self Storage) - PA 3
35,000
$
295
$ 10,325,000
Industrial Building 1- PA 4
1,379,000
295
406,805,000
Industrial Building 2 - PA 5
981,000
295
289,395,000
Industrial Building 3 - PA 6
700,000
295
206,500,000
Industrial Building 4- PA7
600,000
295
177,000,000
Industrial Building 5 - PA 8
1,300,000
295
383,500,000
Subtotal Industrial
4,995,000
$
295
$ 1,473,525,000
Commercial
Probable Tenant Type
Bldg. SF (a)
Estimated Assessed
Value per SF (b)
Total Assessed
Value
General Commercial
Restaurant
216,000
30,000
227
227
49,032,000
6,810,000
Subtotal Commercial Retail
246,000
$ 227
$ 55,842,000
Hospitality
Description
Estimated Assessed Total Assessed
Number of Rooms
Value per Room Value
Hotel
125
248,000
31, 000, 000
Total Project Assessed Value
$ 1,560,367,000
Footnotes:
(a) Per Developer and Beaumont Point Specific Plan. Represents maximum allowable building square footage.
(b) Per Developer.

3. Executive Summary
It is estimated that the Project, at buildout, if annexed into the City, would generate a positive annual recurring net fiscal impact to the City General Fund of $1,596,439. It is estimated that the Project will generate a positive net fiscal impact to the City General Fund of $24,850,643 over the 20 years after buildout as detailed in Table -2 on the following page.

Table -2
4

August 2023
Fiscal Impact Analysis
Beaumont Pointe Specific Plan
Beaumont Pointe Net Fiscal Impact Analysis Summary
Fiscal Impact Summary
Recurring Annual Revenues:

Property Taxes
Property Taxes In Lieu of MVLF
Transient Occupancy Taxes
On -Site Sales Tax Revenue
Other Recurring Revenues
Total Annual Revenues
Recurring Annual Expenditures:

Non -Departmental
Administration
Community Development
Community Services
Public Safety
Public Works
Total Annual Expenditures:

Buildout (a) Buildout + 20 Yrs (b)
$ 523,038 $
1,476,082
547,500
453,000
554,731
12,708,439
35,864,922
12,055,405
11,006,709
13,478,502
$ 3,554,351 $ 85,113,976
$ - $
226,753
77,875
167,679
1,235,317
250,287
Table 5
Table 6
Table 7
Table 8
Table 9
Table 10
6,092,928 Table 10
2,092,538 Table 10
4,505,604 Table 10
40,846,946 Table 10
6,725,317 Table 10
$ 1,957,912 $ 60,263,333
Annual General Fund Surplus/(Deficit) $ 1,596,439 $ 24,850,643 Footnotes:
(a) Anticipated revenues are shown in 2023-2024 dollars. (b) 20 year projection assumes the sum of all 20 years assuming a 1% growth per year in Transient Occupancy Tax Revenue and a 2% growth per year for all other revenue categories for 20 years.

Expenditures assume a 5% Public Safety escalation with the remaining expenditures increasing at 3% per year for 20 years. Escalation factors per City of Beaumont.

Using the same escalation assumptions in the Buildout + 20 Yrs summary in Table 2 an annual time - phased analysis was prepared consistent with the term of the City forecast of sixteen years. This analysis includes the anticipated absorption of the project over 5 years and is included in Appendix C.

4. FIA Recurring Revenues
The revenue estimates in this section utilize the Equivalent Resident approach, with the exception of property and sales taxes which are estimated from the number of commercial square feet, industrial square feet, and number of hotel rooms developed, as shown in detail in Appendix B.

4.1 Property Taxes
In addition to the other ad valorem chargers imposed by various local agencies, landowners in the State of California are required to pay annual property taxes of 1% on the assessed value of their 5

Fiscal Impact Analysis
August 2023 Beaumont Pointe Specific Plan
property pursuant to Proposition 13. Each county in California is divided into tax rate areas ("TRA").

After the basic 1% property tax is collected by the County, the tax is allocated to various local agencies based on their respective share of the basic tax within the applicable TRA. Due to the Project being located within multiple TRA's, this analysis calculates a weighted average percentage of the share of the basic tax that would be allocated to the City if the Project were to be annexed. Property taxes are estimated by applying estimated assessed values to the number of commercial square feet, industrial square feet, and hotel rooms built within the Project. If it were to be annexed into the City, the Project is estimated to generate $523,038 in annual recurring revenues at buildout and $12,708,439 in cumulative annual revenues during the 20 years after buildout as shown in Appendix B Table 4.

4.2 Property Taxes In -Lieu of MVLF
In May 2004, Governor Schwarzenegger proposed a swap of city and county VLF revenue for additional property tax share as part of a budget agreement between the State and local governments.

The swap was included in the 2004 budget package. Under this legislation, property tax in -lieu of VLF is allocated to Cities and Counties pursuant to a complex formula involving each agencies relative share of assessed value. The property tax in -lieu of VLF revenue that will be generated by the Project can be estimated by determining the (i) percentage growth in the total assessed value of the City attributable to the Project and multiplying by (ii) the property tax in -lieu of VLF revenue of $6,762,693 expected to be received by the City in FY 2023-24 per the City Budget. Based on these calculations, the Project is anticipated to generate $1,476,082 in annual recurring revenue at buildout and $35,864,922 in cumulative annual revenues during the 20 years after buildout, as shown in Appendix B Table 5.

4.3 Sales Taxes

4.3.1 Transient Occupancy Taxes
Lodging Taxes are estimated from the number of hotel rooms built within the Project. Lodging tax revenues of 10.0% on all hotel rooms rented within the Project are collected by the City. This revenue estimate utilizes a 125 -room hotel, an average hotel room rate of $160 and an occupancy rate of

75.0%. Based on the total hotel lodging taxes, if it were to be annexed into the City, the Project is estimated to generate $547,500 in annual recurring revenue at buildout and $12,055,405 in cumulative annual revenues during the 20 years after buildout as shown in Appendix B Table 6.

4.3.2 Commercial Retail Sales Taxes
Commercial retail sales taxes are estimated from the number of square feet of retail space built within the Project. If it were to be annexed into the City, the Project is estimated to generate $453,000 in annual recurring revenue at buildout. If it were to be annexed into the City, the Project is anticipated to generate $11,006,709 in cumulative annual revenue during the 20 years after buildout as shown in Appendix B Table 7.

4.4 Other Revenues
The City receives revenues from other budgetary items for which case studies were not conducted upon. These revenues are in the form of Other Taxes, Licenses, Permits, and Fees, Charges for 6

Fiscal Impact Analysis
August 2023 Beaumont Pointe Specific Plan
Service, Fines and Forfeitures, Cost Recovery, and Miscellaneous Revenue. Other Revenues are estimated using the estimated Project Equivalent Residents of 2,622. The Project is estimated to generate $554,731 in annual recurring revenue at buildout and $13,478,502 in cumulative annual revenues during the 20 years after buildout as shown in Appendix Table 8.

5. FIA Recurring Costs
The cost estimates in this section utilize the Equivalent Resident approach, as shown in detail in Appendix B.

5.1 Non Departmental
Transfers Out are the only expense that makes up the Non -Departmental cost category. Costs are estimated using a Per Capita & 50% Employee Multiplier. This analysis assumes that 0% of the non -Departmental costs for Transfers Out are estimated to be impacted by the Project. The Project is estimated to generate $0 in annual recurring costs at buildout and $0 in cumulative annual costs during the 20 years after buildout as shown in Appendix B, Table 9.

5.2 Administration
The Administration cost category includes all expenses incurred by the City for Administrative services, City Council, City Clerk, Administration, Communication, IT Department, Risk and Human Resources, Legal services, and Finance and Budgeting. Costs are estimated by using a Per Capita & 50% Employee Multiplier, and 50.0% of the budgeted costs are estimated to be impacted by the Project. The Project is estimated to generate $226,753 in annual recurring costs at buildout and $6,092,928 in cumulative annual costs during the 20 years after buildout as shown in Appendix B, Table 9.

5.3 Community Development
The Community Development cost category includes all expenses related to the Planning Department, Community Enhancement, Building and Safety, and Economic Development, and is responsible for administering the City's planning and construction and code regulation programs.

Costs are estimated using a Per Capita & 50% Employee Multiplier, and 50.0% of the budgeted costs are estimated to be impacted by the Project. The Project is estimated to generate $77,875 in annual recurring costs at buildout and $2,092,538 in cumulative annual costs during the 20 years after buildout as shown in Appendix B, Table 9.

5.4 Community Services
The Community Services cost category includes expenses related to maintenance of parks, trails, and open space, maintenance of City owned facilities, and manages recreational operations and programs. Costs are estimated using a Per Capita & 50% Employee Multiplier, and 50.0% of the budgeted costs are estimated to be impacted by the Project. The Project is estimated to generate $167,679 in annual recurring costs at buildout and $4,505,604 in cumulative annual costs during the 20 years after buildout as shown in Appendix B, Table 9.

5.5 Public Safety
The Public Safety cost category includes expenses related to providing quality law enforcement, Fire Protection, animal control, and emergency management services in the most effective and 7

Fiscal Impact Analysis
August 2023 Beaumont Pointe Specific Plan
efficient manner possible. A majority of the costs are related to personnel expenses and operating expenses. This analysis has also modified the Fire costs from an original budgeted amount of $6,820,202 to a total of $11,396,728 which includes an anticipated $4,576,526 for a fire contract to operate an additional fire station. Costs are estimated using a Per Capita & 50% Employee Multiplier, and 100% of the budgeted costs are estimated to be impacted by the Project. The Project is estimated to generate $1,235,317 in annual recurring costs at buildout and $40,846,946 in cumulative annual costs during the 20 years after buildout as shown in Appendix B, Table 9.

5.6 Public Works
The Public Works cost category includes expenses related to the Public Works Department and the Street Maintenance Department for providing cost effective infrastructure and services to promote public health. Costs are estimated using a Per Capita & 50% Employee Multiplier, and 100.0% of the budgeted costs are estimated to be impacted by the Project. The Project is estimated to generate $250,287 in annual recurring costs at buildout and $6,725,317 in cumulative annual costs during the 20 years after buildout as shown in Appendix B, Table 9.

6. Limiting Conditions
This study prepared by DPFG, LLC is subject to the following considerations and limiting conditions. • It is our understanding that this Report is for the client's due diligence and other planning purposes.

Neither our Report, nor its contents, nor any of our work were intended to be included and, therefore, may not be referred to or quoted in whole or in part, in any registration statement, prospectus, public filing, private offering memorandum, or loan agreement without our prior written approval. This report is intended to be read and used as a whole and not in parts. • The reported recommendation(s) represent the considered judgment of DPFG, LLC based on the facts, analyses and methodologies described in the Report. • Except as specifically stated to the contrary, this Report will not give consideration to the following matters to the extent they exist: (i) matters of a legal nature, including issues of legal title and compliance with federal, state and local laws and ordinances; and (ii) environmental and engineering issues and the costs associated with their correction. The user of this Report will be responsible for making his/her own determination about the impact, if any, of these matters. This Report has not evaluated the feasibility or marketability of any site for planned uses. • The Report does not consider all of the costs to local governments associated with providing services such as emergency services to the development. Such analysis is beyond the scope of this Report.
• The analysis is based on the current tax structure and rates imposed by the State, County and City.

Changes in those rates would alter the findings of this Report. All dollar amounts are stated in 2023 dollars and, unless indicated, do not take into account the effects of inflation. The results of this Report are meant to reflect a typical year based on averages. While dollar figures are expressed in current dollars, the results from year to year will vary based on events held at the development generated throughout the year.
8

Fiscal Impact Analysis
August 2023 Beaumont Pointe Specific Plan
• Our analysis is based on currently available information and estimates and assumptions. Such estimates and assumptions are subject to uncertainty and variation. Some assumptions inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, the actual results achieved may vary materially from the forecasted results. The assumptions disclosed in this Report are those that are believed to be significant to the estimates of results.

7. General Sources of Information and FIA Methodology
Annual recurring revenues/costs were calculated using the City of Beaumont's Fiscal Year 2024 Adopted Budget ("Budget"), as this was the most recent budget available. Annual recurring revenue/cost impacts to the City General Fund are estimated in 2023 dollars, and by using primarily either per person ("Per Capita") or equivalent resident ("Equivalent Resident") methodologies. In some simpler instances the FIA estimates impacts based on the number of Project commercial square feet, industrial square feet, or number of hotel rooms.

The Equivalent Resident approach is used for annual recurring revenues/costs that are impacted by the number of Project employees. This approach uses the Budget's revenues/costs, as well as the City's number of residents plus 50.0% of the employees in 2023 to establish an Equivalent Resident Factor. The Equivalent Resident Factor is then applied to the number of Project residents plus 50.0% of Project employees to estimate annual recurring fiscal impacts. 50.0% is estimated to be the percentage of Project employees that will live and shop in the City.

These approaches are summarized on Table -3.

Table -3
Beaumont Pointe Assumptions Summary
City
Project
Per Capita (a)
56,590
-
Per Employee (b)
24,600
5,451
Per Capita & 50% Employee
68,890
2,725
Case Study
-
-
N/A
-
-
Footnotes:
(a) Population data for the City of Beaumont per State of California Depai lnient of Finance E-5 Population and Housing Estimates for January 1, 2023.
(b) Employee data per the State of California Employment Development Department Monthly Labor Force Data for Cities and Census Designated Places - May 2023.

Information used in preparing the FIA was obtained from the following sources: (1) City of Beaumont Fiscal Year 2024 Adopted Budget; (2) Beaumont Pointe Specific Plan; (3) U.S. Census 9

Fiscal Impact Analysis
August 2023 Beaumont Pointe Specific Plan
Bureau population, household, employment, income, and other demographic data; (4) City Revenue Division taxing data; (5) County Assessor property valuations; (6) U.S. Bureau of Labor Statistics household and retail expenditures; (7) City Property Tax Division; (8) CBRE property occupancies and valuations; (9) Riverside County General Plan; (10) City of Beaumont Economic Development Department; (11) Landvision; (12) California Department of Transportation; (13) April 19, 1982 City of Beaumont Resolution 1982-24; and (14) JRT BP1, LLC ("Developer"). 10

Fiscal Impact Analysis
August 2023 Beaumont Pointe Specific Plan
Appendix A
11

Fiscal Impact Analysis
August 2023 Beaumont Pointe Specific Plan
Appendix B
12

Table 1
Fiscal Impact Analysis Summary
Beaumont Pointe
Fiscal Impact Summary
Recurring Annual Revenues:

Property Taxes
Property Taxes In Lieu of MVLF
Transient Occupancy Taxes
On -Site Sales Tax Revenue
Other Recurring Revenues
Total Annual Revenues
Recurring Annual Expenditures:

Non -Departmental
Administration
Community Development
Community Services
Public Safety
Public Works
Buildout (a)
$ 523,038
1,476,082
547,500
453,000
554,731
Buildout + 20 Yrs (b)
$ 12,708,439
35,864,922
12,055,405
11,006,709
13,478,502
$ 3,554,351
$ 85,113,976
$ $
226,753
77,875
167,679
1,235,317
250,287
Table 4
Table 5
Table 6
Table 7
Table 8
- Table 9
6,092,928 Table 9
2,092,538 Table 9
4,505,604 Table 9
40,846,946 Table 9
6,725,317 Table 9
Total Annual Expenditures: $ 1,957,912 $ 60,263,333
Annual General Fund Surplus/(Deficit)
$ 1,596,439 $ 24,850,643
Footnotes:
(a) Anticipated revenues are shown in 2023-2024 dollars. (b) 20 year projection assumes the sum of all 20 years assuming a 1% growth per year in Transient Occupancy Tax Revenue and a 2% growth per year for all other revenue categories for 20 years.

Expenditures assume a 5% Public Safety escalation with the remaining expenditures increasing at 3% per year for 20 years. Escalation factors per City of Beaumont.

Table 2
Fiscal Revenue Analysis Absorption Summary
Beaumont Pointe
Anticipated Industrial Absorption
Fiscal Year
2023/24
2024/25
2025/26
2026/27
2027/28
2028/29
Total
Industrial (Self Storage) - PA 3
-
-
-
-
35,000
-
35,000
Industrial Building 1 - PA 4
1,379,000
-
-
-
-
-
1,379,000
Industrial Building 2 - PA 5
-
-
981,000
-
-
-
981,000
Industrial Building 3 - PA 6
-
-
700,000
-
-
-
700,000
Industrial Building 4 - PA 7
-
-
-
-
600,000
-
600,000
Industrial Building 5 - PA 8
-
-
-
-
1,300,000
-
1,300,000
General Commercial
-
-
-
-
216,000
-
216,000
Restaurant
-
-
-
-
30,000
-
30,000
1,379,000
-
1,681,000
-
2,181,000
-
5,241,000
Anticipated Hotel Absorption
Fiscal Year
2022/23 2023/24 2024/25 2025/26 2026/27 2027/28 Total
Hotel Rooms
125
125
Anticipated Revenue (a)
Fiscal Year
2022/23
2023/24
2024/25
2025/26
2026/27
2027/28
Total
Property Taxes
137,620
-
167,759
-
217,658
-
523,038
Transient Occupancy Taxes
-
-
-
-
547,500
-
547,500
Property Taxes In Lieu of MVLF
388,383
-
473,439
-
614,260
-
1,476,082
On -Site Sales Tax Revenue
-
-
-
-
453,000
-
453,000
526,004
-
641,198
-
1,832,418
-
2,999,620
Footnotes:
(a) Anticipated revenue is in 2022/23 dollars.

Table 3
Land Use and Assessed Value Assumptions
Beaumont Pointe
Industrial
Probable Tenant Type
Bldg. SF (a)
Estimated Assessed
Total Assessed
Value per SF (b)
Value
Industrial (Self Storage) - PA 3
35,000
$
295
$ 10,325,000
Industrial Building 1 - PA 4
1,379,000
295
406,805,000
Industrial Building 2 - PA 5
981,000
295
289,395,000
Industrial Building 3 - PA 6
700,000
295
206,500,000
Industrial Building 4 - PA 7
600,000
295
177,000,000
Industrial Building 5 - PA 8
1,300,000
295
383,500,000
Subtotal Industrial
4,995,000
$
295
$ 1,473,525,000
Commercial
Probable Tenant Type
Bldg. SF (a)
Estimated Assessed
Value per SF (b)
Total Assessed
Value
General Commercial
Restaurant
216,000
30,000
227
227
49,032,000
6,810,000
Subtotal Commercial Retail
246,000
$ 227
$ 55,842,000
Hospitality
Description
Number of Rooms
Estimated Assessed Total Assessed
Value per Room Value
Hotel
125
248,000
31,000,000
Total Project Assessed Value
$ 1,560,367,000
Footnotes:
(a) Per Developer and Beaumont Point Specific Plan. Represents maximum allowable building square footage. (b) Per Developer.

Table 4
Post-ERAF Share of the Basic Tax Calculation
Beaumont Pointe
Agency
TRA (c)
56-006 56-007
56-016 56-017
91-010
Wtd. Avg. of
TRAs (a), (b)
General
County Free Library
County Structure Fire Protection
Beaumont Unified School
San Jacinto Unified School
Mt San Jacinto Junior College
Riv. Co. Office of Education
Riv County Regional Park & Open Space
Flood Control Administration
Flood Control Zone 5
Summit Cemetery District
San Gorgonio Pass Mem Hospital
Beaumont Cherry Valley Rec & Park
Valley Wide Rec & Park
San Gorgonio Pass Water Agency DS
ERAF Fund
Total
Project Acres (c)
% of Total
Footnotes:

12.84501768%

1.31177694%

5.36236594%

39.01510700%

0.00000000%

3.62238000%

3.73928600%

0.33306177%

0.21458408%

4.47826690%

1.55976984%

1.84545500%

3.51404580%

0.00000000%

3.24139820%

18.91748485%
100.000000%

13.85833051%

1.41419586%

5.78104164%

42.06127400%

0.00000000%

3.90520300%

4.03123600%

0.34206833%

0.23133765%

4.82791454%

1.68155142%

0.00000000%

3.78841073%

0.00000000%

0.00000000%

18.07743632%
100.000000%

13.58799159%

1.38660869%

5.66826846%

41.24077100%

0.00000000%

3.82902300%

3.95259800%

0.33539575%

0.22682508%

4.73373520%

1.64874877%

1.95073200%

3.71450859%

0.00000000%

0.00000000%

17.72479387%
100.000000%

13.09636799%

1.33644021%

5.46318658%

39.74865000%

0.00000000%

3.69048600%

3.80959100%

0.32326118%

0.21861818%

4.56246498%

1.58909566%

0.00000000%

3.58011530%

0.00000000%

3.30234126%

19.27938166%
100.000000%

14.84232910%

1.51460970%

6.19151834%

0.00000000%

44.46009600%

4.18248800%

4.31746900%

0.36635702%

0.24776375%

5.17071592%

0.00000000%

0.00000000%

0.00000000%

1.05843310%

0.00000000%

17.64822007%
100.000000%

13.408067031%

1.368882514%

5.595805763%

29.757937180%

10.812686198%

3.780072961%

3.902067869%

0.341251513%

0.223925463%

4.673219194%

1.189681029%

1.246859598%

2.680263171%

0.257410712%

2.212769815%

18.549099989%
100.0000%
400.19 27.57

64.34% 4.43%

19.00 24.00

3.05% 3.86%
151.28

24.32%
Total County General Fund
622.04
100.00%

13.4081%
Total
r""I
Total Assessed Value from Table 3
Base 1% Ad -Valorem Tax

1.00%
$ 1,560,367,000
$ 15,603,670
Total Property Taxes Generated

13.4081%
$ 2,092,151
City of Beaumont Share (d)

25.0000%
$ 523,038
Source: Fiscal Year 2022-23 Share of the Basic Tax per Riverside County Auditor -Controller's Office, Property Tax Division. (a) The weighted average of TRAs was calculated by the distribution of acreage among the TRAs within the Project. (b) Shares of the basic tax that are received by the County for each TRA are highlighted in bold print. (c) Data per LandVision.
(d) Per City of Beaumont Resolution No. 1982-24, the City is allocated 25% of the property tax revenue generated within the area to be annexed with the remaining 75% remaining with the County of Riverside.

Table 5
Property Taxes In Lieu of MVLF
Beaumont Pointe
Property Taxes In Lieu of MVLF
FY 2023/24 In Lieu MVLF Allocation to City
FY 2022/23 City of Beaumont Assessed value
Total Project Assessed Value from Table 3
Less: Existing Assessed Value
Net (New) Assessed Value
AV Growth from Project
$ 7,649,448 (a)
8,062,445,999 (b)
1,560,367,000
(4,590,000)
$ 1,555,777,000

19.297%
Annual City Property Taxes In Lieu of MVLF
$ 1,476,082
Footnotes:
(a) Per City of Beaumont Annual City budget for Fiscal Year 2022-2023. (b) Per County of Riverside Close of Roll Press Release dated July 10, 2023.

Table 6
Transient Occupancy Taxes
Beaumont Pointe
Proposed Resort Hotel
No. of Rooms
Average Daily Rate (ADR)
Occupancy Rate (%)
Total Annual Room Revenues
125
$ 160 (a)

75.0% (a)
5,475,000
Annual City Transient Occupancy Tax

10.00% (b)
$ 547,500
Footnotes:
(a) Estimate per DPFG ADR rate research regarding hotels located within Project area dated 12/8/2022.
(b) Transient occupancy tax rate per City of Beaumont Municipal Code Chapter

3.28.030.

Table 7
On -Site Sales Tax Revenue
Beaumont Pointe
Probable Tenant Type
Bldg. SF (a)
Estimated
Sales per SF Estimated %
(b) Taxable
Estimated
Taxable
Sales per SF
Total
Estimated
Taxable Sales
Commercial
Industrial (Self Storage) - PA 3
35,000
$ -
100%
$ -
$ -
Industrial Building 1 - PA 4
1,379,000
-
100%
$ -
$ -
Industrial Building 2 - PA 5
981,000
-
100%
$ -
$ -
Industrial Building 3 - PA 6
700,000
-
100%
$ -
$ -
Industrial Building 4 - PA 7
600,000
-
100%
$ -
$ -
Industrial Building 5 - PA 8
1,300,000
-
100%
$ -
$ -
General Commercial
216,000
175
100%
175
37,800,000
Restaurant
30,000
250
100%
250
7,500,000
Total
5,241,000
$ 45,300,000
Annual Sales Tax to City

1.00%
$ 453,000
Footnotes:
(a) Per Developer.
(b) Preliminary DPFG estimates based on industry knowledge and review of various data sources in addition to Dollars & Cents of Shopping Centers (2008) by Urban Land Institute.

Table 8
Other Recurring Revenues
Beaumont Pointe
City FY 2023/24
Percentage
Project
Equivalent
Project
Revenue Cate or
Adopted Budget (a)
Adjustment
Adjusted Budget
Multiplier
Factor
Persons
Revenues
Taxes
Secured Property Taxes
$
7,569,785
100%
$ 7,569,785
Case Study

0.00 -
$ -
Unsecured Property Taxes
236,531
100%
236,531
Case Study

0.00 -
-
Property Transfer Tax
342,371
100%
342,371
Case Study

0.00 -
-
Street Light Assessment (Prop 13)
957,344
100%
957,344
Per Capita & 50% Employee

13.90 2,725.29
37,873
Sales & Use Taxes
28,374,719
100%
28,374,719
Case Study

0.00 -
-
1/2% Sales Tax - Public Safety
257,705
100%
257,705
Per Capita & 50% Employee

3.74 2,725.29
10,195
Motor Vehicle In -Lieu Taxes
7,649,448
100%
7,649,448
Case Study

0.00 -
-
Vehicle License Collection
63,324
100%
63,324
Per Capita & 50% Employee

0.92 2,725.29
2,505
Utility Users Tax
2,152,970
100%
2,152,970
Per Capita & 50% Employee

31.25 2,725.29
85,171
Transient Occupancy Tax
416,381
100%
416,381
Case Study

0.00 Total Taxes
$
48,020,578
$ 48,020,578
$ 135,744
Franchies Fees (b)
$
3,299,914
$ 3,299,914
Per Capita & 50% Employee

47.90 2,725.29
$ 130,545
Charges for Services
Transportation Permits
5,000
100%
5,000
Per Capita & 50% Employee

0.07 2,725.29
198
Code Enforcement - Weed Abatement
44,267
100%
44,267
Per Capita & 50% Employee

0.64 2,725.29
1,751
Code Enforcement - Turbo Data
37,005
100%
37,005
Per Capita & 50% Employee

0.54 2,725.29
1,464
Code Enforcement Lien Recovery
4,500
100%
4,500
Per Capita & 50% Employee

0.07 2,725.29
178
Live Scan Fingerprinting
20,000
100%
20,000
Per Capita & 50% Employee

0.29 2,725.29
791
Notary Fees
200
100%
200
Per Capita & 50% Employee

0.00 2,725.29
8 Passport Fees
-
100%
-
Per Capita & 50% Employee

0.00 2,725.29
-
Special Police Services
94,000
100%
94,000
Per Capita & 50% Employee

1.36 2,725.29
3,719
Building Rental
85,000
100%
85,000
Per Capita & 50% Employee

1.23 2,725.29
3,363
Parks Rental
70,000
100%
70,000
Per Capita & 50% Employee

1.02 2,725.29
2,769
Administrative Fees - DIF
40,000
100%
40,000
Per Capita & 50% Employee

0.58 2,725.29
1,582
Administrative Fees - Planning
10,000
100%
10,000
Per Capita & 50% Employee

0.15 2,725.29
396
Administrative Fees - Public Works
148,000
100%
148,000
Per Capita & 50% Employee

2.15 2,725.29
5,855
Other Charges for Services (c)
769,775
0%
-
Per Capita & 50% Employee

0.00 2,725.29
-
Total Charges for Service:
$
1,356,247
$ 557,972
$ 22,073
Licenses (d)
$
375,000
100%
$ 375,000
Per Capita & 50% Employee

5.44 2,725.29
$ 14,835
Permits
Building Permits and Inspections
2,190,097
100%
2,190,097
Per Capita & 50% Employee

31.79 2,725.29
86,640
Yard Sale
4,200
0%
-
Per Capita & 50% Employee

0.00 2,725.29
-
Misc Permits - Alarm Permit
1,500
100%
1,500
Per Capita & 50% Employee

0.02 2,725.29
59 Encroachment Permits
9,000
100%
9,000
Per Capita & 50% Employee

0.13 2,725.29
356
Building Plan Check
704,528
100%
704,528
Per Capita & 50% Employee

10.23 2,725.29
27,871
Railcar Fees
5,892
100%
5,892
Per Capita & 50% Employee

0.09 2,725.29
233
Planning Department Revenue
300,000
100%
300,000
Per Capita & 50% Employee

4.35 2,725.29
11,868
Public Works - Permits
14,000
100%
14,000
Per Capita & 50% Employee

0.20 2,725.29
554
Public Works - Permits Labor
-
100%
-
Per Capita & 50% Employee

0.00 2,725.29
-
Public Works - Plan Check
80,000
100%
80,000
Per Capita & 50% Employee

1.16 2,725.29
3,165
Public Works - Inspection
80,000
100%
80,000
Per Capita & 50% Employee

1.16 2,725.29
3,165
Public Works - Inspection Labor
8,000
100%
8,000
Per Capita & 50% Employee

0.12 2,725.29
316
Public Works - Engineering
10,000
100%
10,000
Per Capita & 50% Employee

0.15 2,725.29
396
Public Works - Engineering Labor
10,000
100%
10,000
Per Capita & 50% Employee

0.15 2,725.29
396
Fire Department Fees
250,000
100%
250,000
Per Capita & 50% Employee

3.63 2,725.29
9,890
Total Permits:
$
3,667,217
$ 3,663,017
$ 144,909
Other Financing Sources (e)
$
-
0%
$ -
Per Capita & 50% Employee

0.00 2,725.29
$ -
Cost Recovery (1)
$
866,920
100%
$ 831,920
Per Capita & 50% Employee

12.08 2,725.29
$ 28,065
Miscellaneous Revenue (g)
$
1,870,860
100%
$ 1,870,860
Per Capita & 50% Employee

27.16 2,725.29
$ 74,011
Fines and Forfeitures (h)
$
115,000
100%
$ 115,000
Per Capita & 50% Employee

1.67 2,725.29
$ 4,549
Transfers (i)
$
8,218,067
0%
$ -
Per Capita & 50% Employee

0.00 2,725.29
$ -
Total
$
67,789,803
$ 58,734,261
1 $ 554,731
Footnotes:
(a) Based on City of Beaumont FY 2023-24 Adopted Budget. (b) Franchise Fees include revenues from Edison, Cable, Verizon/Frontier, Gas Company, and Waste Management. (c) Other Charges for Service includes revenues from Animal License, Care and Recovery Cost, School Resource Officer Program, Community Programs, Bond Acceptance/Reduction/Exoneration, Building and Parks Rental, Community Service Staff Time, Sale of Miscellaneous Copies, Sale of Misc Copies, and Parks and Recreation Contract Classes. (d) Licenses includes revenues from Business Licenses.
(e) Other Financing Sources includes revenues from Sale of Property. (1) Cost Recovery includes revenues from Solid Waster Support Services, Plan Check, Inspection, Credit Card Fees, Coachella/ Stagecoach, RAID, PACT, BUSD, OES, Park Utilities, POST, Insurance Recovery, and Claims.
(g) Miscellaneous Revenue includes revenues from Release of Lien, Interest, Interest - CFD Bonds, Principle Received - CFD, Cost Recovery Plan Check/Inspections, Lease Revenue, Admin Overhead Revenue, and Cal Card Rebate.
(h) Fines and Forfeitures includes revenues from Abandoned Vehicle Program, General Fines, Parking Fine Revenue, and CA Vehicle Code Fines. (i) Transfers includes revenues from Transfers In and Transfers In- Overhead.

Table 9
Recurring Expenditures
Beaumont Pointe
City FY 2023/24
Percentage
Project
Equivalent
Expenditure Category
Adopted Budget (a)
Adjustment
Adjusted Budget
Multiplier
Factor
Persons
Project Cost
Non -Departmental
$ 10,935,086
0%
-
Per Capita & 50% Employee
-
2,725
$ -
Transfers Out
Subtotal Non -Departmental
10,935,086
-
-
Administration
City Council
202,143
50%
101,072
Per Capita & 50% Employee

1.47 2,725
3,998
City Clerk
459,449
50%
229,725
Per Capita & 50% Employee

3.33 2,725
9,088
Administration
1,545,057
50%
772,529
Per Capita & 50% Employee

11.21 2,725
30,561
Communication
390,477
50%
195,239
Per Capita & 50% Employee

2.83 2,725
7,724
IT Department
1,798,922
50%
899,461
Per Capita & 50% Employee

13.06 2,725
35,583
Risk and Human Resources
3,625,354
50%
1,812,677
Per Capita & 50% Employee

26.31 2,725
71,709
Legal
1,500,000
50%
750,000
Per Capita & 50% Employee

10.89 2,725
29,670
Finance and Bud etin
1,942,334
50%
971,167
Per Capita & 50% Em to ee

14.10 2,725
38,419
Subtotal Administration
11,463,736
5,731,868
226,753
Community Development
Community Development
812,062
50%
406,031
Per Capita & 50% Employee

5.89 2,725
$ 16,063
Economic Development
1,207,540
50%
603,770
Per Capita & 50% Employee

8.76 2,725
23,885
Community Enhancement
362,525
50%
181,263
Per Capita & 50% Employee

2.63 2,725
7,171
Buildin and Safe
1,554,947
50%
777,474
Per Capita & 50% Em to ee

11.29 2,725
30,757
Subtotal Community Development
3,937,074
1,968,537
$ 77,875
Community Services
Parks and Recreation
1,899,199
50%
949,600
Per Capita & 50% Employee

13.78 2,725
$ 37,566
Building Maintenance
1,118,910
50%
559,455
Per Capita & 50% Employee

8.12 2,725
22,132
Parks and Grounds Maintenance
5,459,105
50%
2,729,553
Per Capita & 50% Em to ee

39.62 2,725
107,981
Subtotal Community Services
8,477,214
4,238,607
$ 167,679
Public Safety
Public Safety - OES
15,000
100%
15,000
Per Capita & 50% Employee

0.22 2,725
$ 593
Police
16,486,010
100%
16,486,010
Per Capita & 50% Employee
239.31
2,725
652,186
Police Support
2,928,561
100%
2,928,561
Per Capita & 50% Employee

42.51 2,725
115,854
Fire (b)
11,396,728
100%
11,396,728
Per Capita & 50% Employee
165.43
2,725
450,854
K-9
14,214
100%
14,214
Per Capita & 50% Employee

0.21 2,725
562
Animal Control
385,923
100%
385,923
Per Capita & 50% Employee

5.60 2,725
15,267
Subtotal Public Safety
31,226,436
31,226,436
$ 1,235,317
Public Works
Public Safety - OES
Engineering and Public Works
3,606,165
100%
3,606,165
Per Capita & 50% Employee

52.35 2,725
$ 142,660
Street Maintenance
2,720,618
100%
2,720,618
Per Capita & 50% Employee

39.49 2,725
107,628
Total Public Works
6,326,783
6,326,783
$ 250,287
Total
$ 72,366,329
$ 49,492,231
$ 1,957,912
Footnotes:
(a) Per the City of Beaumont FY 2023/2024 Annual Budget. (b) Public Safety Fire Expenditures are from the 23/24 Annual Budget and includes an additional $4,576,526 fire contract to operate an additional fire station.

Table 10
Permanent Employment per Developer EIR
Beaumont Pointe
Bldg. SF
Estimated SF per
Estimated
Tenant Type
(a)
Employee (b)
Employees
Commercial Areas
Industrial (Self Storage) - PA 3
35,000
1,000
35 Industrial Building 1 - PA 4
879,000
1,000
879
Industrial Building 1 - PA 4 (c)
500,000
750
667
Industrial Building 2 - PA 5
981,000
1,000
981
Industrial Building 3 - PA 6
700,000
1,000
700
Industrial Building 4 - PA 7
600,000
1,000
600
Industrial Building 5 - PA 8
1,300,000
1,000
1,300
General Commercial
216,000
1,163
186
Restaurant
30,000
1,163
26 Subtotal - Industrial / Commercial
5,241,000
5,373
Hotel
Hotel - 125 Rooms
90,000
1,163
77 Subtotal Hotel
90,000
77 Total
5,331,000
5,451
Footnotes:
(a) Per Table 3.
(b) Values for Square Feet per Employee based on Specific Plan EIR dated 12/20/2022 and Provided by Developer 6/29/2023.
(c) Represents general light industiral square footage portion of industrial warehouse building.

Fiscal Impact Analysis
August 2023 Beaumont Pointe Specific Plan
Appendix C
13

Fiscal Revenue Analysis Time -Phased Revenue and Expenditure Summary Beaumont Pointe
Square Footage / Room Count
1 1 1 1. 2027/28 2028/29 2029/30 2030/31 1 1 1 1 1 1. 2037/38 2038/39 2039/40 Industrial
General Commercial
Restaurant
Hotel Rooms
1,379,000 1,379,000 3,060,000 3,060,000 4,995,000 4,995,000 4,995,000 4,995,000 4,995,000 4,995,000 4,995,000 4,995,000 4,995,000 4,995,000 4,995,000 4,995,000 4,995,000 - - - - 216,000 216,000 216,000 216,000 216,000 216,000 216,000 216,000 216,000 216,000 216,000 216,000 216,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 - - - - 125 125 125 125 125 125 125 125 125 125 125 125 125 Revenues (b)
2023/24
2024/25
2025/26
2026/27
2027/28
2028/29
2029/30
2030/31
2031/32
2032/33
2033/34
2034/35
2035/36
2036/37
2037/38
2038/39
2039/40
Property Tax
$ 136,362
$ 139,089
$ 314,811
$ 321,107
$ 566,153
$ 577,476
$ 589,025
$ 600,806
$ 612,822
$ 625,078
$ 637,580
$ 650,332
$ 663,338
$ 676,605
$ 690,137
$ 703,940
$ 718,019
TOT
-
-
-
-
569,731
575,428
581,182
586,994
592,864
598,793
604,781
610,828
616,937
623,106
629,337
635,631
641,987
VLF
384,831
392,528
888,439
906,208
1,566,016
1,629,714
1,629,283
1,661,869
1,695,106
1,729,009
1,763,589
1,798,860
1,834,838
1,871,534
1,908,965
1,947,144
1,986,087
On -Site Sales Revenue
-
-
-
-
490,342
500,149
510,152
520,355
530,762
541,377
552,204
563,249
574,514
586,004
597,724
609,678
621,872
Other Revenues
157,310
160,456
341,660
348,494
600,459
612,468
624,717
637,211
649,956
662,955
676,214
689,738
703,533
717,604
731,956
746,595
761,527
Total Revenues
$ 678,503
$ 692,073
$ 1,544,910
$ 1,575,809
$ 3,792,700
$ 3,895,234
$ 3,934,360
$ 4,007,235
$ 4,081,510
$ 4,157,211
$ 4,234,368
$ 4,313,007
$ 4,393,159
$ 4,474,853
$ 4,558,119
$ 4,642,988
$ 4,729,491
Expenditures (c)
2023/24
2024/25
2025/26
2026/27
2027/28
2028/29
2029/30
2030/31
2031/32
2032/33
2033/34
2034/35
2035/36
2036/37
2037/38
2038/39
2039/40
Non -Departmental
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Administration
64,302
66,231
142,409
146,682
255,212
262,868
270,754
278,877
287,243
295,861
304,737
313,879
323,295
332,994
342,984
353,273
363,871
Community Development
22,084
22,746
48,909
50,376
87,649
90,279
92,987
95,777
98,650
101,610
104,658
107,798
111,032
114,362
117,793
121,327
124,967
Community Services
47,550
48,977
105,309
108,468
188,724
194,386
200,218
206,224
212,411
218,783
225,347
232,107
239,070
246,243
253,630
261,239
269,076
Public Safety
350,310
367,825
806,249
846,561
1,501,536
1,576,613
1,655,443
1,738,216
1,825,126
1,916,383
2,012,202
2,112,812
2,218,452
2,329,375
2,445,844
2,568,136
2,696,543
Public Works
70,976
73,105
157,190
161,906
281,701
290,152
298,856
307,822
317,057
326,568
336,365
346,456
356,850
367,556
378,582
389,940
401,638
Total Expenditures
$ 555,222
$ 578,885
$ 1,260,066
$ 1,313,993
$ 2,314,822
$ 2,414,298
$ 2,518,259
$ 2,626,916
$ 2,740,487
$ 2,859,205
$ 2,983,308
$ 3,113,052
$ 3,248,700
$ 3,390,530
$ 3,538,833
$ 3,693,915
$ 3,856,095
Total Surplus (Deficit)
$ 123,281
$ 113,188
$ 284,845
$ 261,816
$ 1,477,878
$ 1,480,937
$ 1,416,101
$ 1,380,319
$ 1,341,022
$ 1,298,007
$ 1,251,059
$ 1,199,955
$ 1,144,460
$ 1,084,323
$ 1,019,286
$ 949,073
$ 873,396
Footnotes:
(a) Per Developer. Analysis shows anticipated absorption and the estimated annual surplus / (deficit) from the date of first construction until FY 2039/40. Escalation factors provided by City of Beaumont. (b) Analysis estimated a 2.00% increase for all revenues except TOT which escalates at 1.00%. (c) Analysis estimates a 3.00% increase for all expenditures except Public Safety which escalates at 5.00%. Public Safety Fire Expenditures are from the 23/24 Annual Budget and includes an additional $4,576,526 fire contract to operate an additional fire station.

Mitigation Monitoring and Reporting Program
Beaumont Pointe Specific Plan Project
State Clearinghouse No. 2020099007
Prepared for:

City of Beaumont
550 E. 6th Street
Beaumont, CA 92223
Prepared by:

T&B Planning, Inc.
3200 El Camino Real, Suite 100
Irvine, CA 92602
714-505-6360
February 2024

CEQA Requirements
The California Environmental Quality Act (CEQA) requires that when a public agency completes an environmental document that includes measures to mitigate or avoid significant environmental effects, the public agency must adopt a Mitigation Monitoring and Reporting Program (MMRP) for the changes to the project that it has adopted or made a condition of project approval in order to mitigate or avoid significant environmental impacts. The appropriate reporting or monitoring plan must be designed to ensure compliance during project implementation (Public Resources Code §21081.6).

The City of Beaumont will coordinate the monitoring of the mitigation measures and regulatory requirements with each applicable City department or division, while various City departments/divisions would be responsible for monitoring and verifying compliance of specific mitigation measures and regulatory requirements (see the beginning on page 4). Monitoring will include: 1) verification that each mitigation measure and regulatory requirement has been implemented; 2) recordation of the actions taken to implement each mitigation measure and regulatory requirement; and 3) retention of records in the project file.

Project Objectives
The objectives of the proposed Beaumont Pointe Specific Plan (the "Project") include the following:

1. Develop large land areas in the City and particularly south of SR -60 and adjacent to existing industrial uses, infrastructure, and truck routes to meet the growing demand for large scale industrial and warehouse development in the City while minimizing impacts of industrial development on residential and other sensitive receptors in the City, which are primarily located north of SR -60.

2. Providing for conservation of open space habitat within MSHCP criteria cells in a manner consistent with the MSHCP requirements and providing access for wildlife movement to Caltrans constructed and proposed wildlife under -crossings along the SR -60 Freeway that abut the northern Project boundary to accommodate wildlife movement.

3. Maximizing opportunities to develop land in the City's sphere of influence to provide job opportunities and economic benefit to the City and its residents, including new sales and property tax revenues that can be used for City services and providing sufficient fiscal benefit to permit annexation of the Project site into the City.

4. Creating new job opportunities within the City of Beaumont which improves the jobs to housing balance within the City and reduces the need for members of the existing local workforce to commute long distances.

5. Fulfilling a need in the City and region wellness -based retail, including entertainment, recreation, hospitality, and restaurants.

Lead Agency: City of Beaumont
SCH No. 2020099007

6. Developing a center that will accommodate a variety of future tenants, including light manufacturing, warehouse, distribution tenants and other businesses that rely on transportation efficiency within an industrial corridor in a location with superior access to the local and regional transportation network, thereby minimizing truck traffic on local streets and reducing vehicle miles traveled in the region.

7. Developing a project that utilizes existing investment in capital improvements for water, reclaimed water, sewer, storm drain and circulation facilities to further the planned development of land in the City and in its sphere of influence.

8. Developing a range of warehouse facility options, such as varying structure sizes and building configurations within the City with high quality businesses to facilitate local and regional distribution of goods while minimizing vehicle miles traveled, air quality and greenhouse gas impacts.

9. Minimizing the demand for water resources by creating a development -wide landscape concept that features drought -tolerant plant materials to provide for an aesthetically pleasing outdoor environment and developing a project where recycled water is planned to be available.

Overview of the Project
The Project Applicant, JRT BP 1 LLC, proposes to entitle and develop the Beaumont Pointe Specific Plan Project described below (Project) on a 539.9 -acre undeveloped site (Project site or site) located in unincorporated Riverside County, California (County) in the Sphere of Influence (SOI) of the City of Beaumont (City). The Project would allow for the development on the Project site of a maximum of 246,000 square feet (sf) of general commercial uses in addition to a 125 -room hotel (90,000 sf) and a maximum of 4,995,000 sf of industrial uses. The Project would provide 124.7 acres of open space to accommodate landscaped manufactured slopes, fuel modification areas, and natural open space as a buffer to adjacent conservation area and 152.4 acres of open space — conservation. The Project would conserve a total of 230.82 acres of lands that would support the function of Proposed Core 3 consistent with the MSHCP goals of providing live-in habitat and facilitating movement, including 152.42 acres on -site and 78.40 acres off -site. Associated improvements to the Project site would include, but are not limited to, paved roads, paved parking areas, drive aisles, truck courts, utility infrastructure, landscaping, water quality basins, signage, lighting, property walls, gates, and fencing, including perimeter fencing for the Project site.

The Project is primarily defined by the Beaumont Pointe Specific Plan. The Specific Plan is also available for review at the City of Beaumont Planning Division at the address above. The Specific Plan identifies ten (10) Planning Areas (PAs), of which two (2) are identified and zoned for General Commercial uses (PAs 1 and 2), six (6) are identified and zoned for Industrial uses (PAs 3 through 8), and the remaining two PAs are identified and zoned for Open Space (PA 9) and Open Space — Conservation (PA 10). Refer to EIR Section 3.0, Project Description, for a detailed description of the Project.

Lead Agency: City of Beaumont SCH No. 2020099007

Mitigation Monitoring and Reporting Plan
This MMRP delegates responsibilities for monitoring the implementation of the Beaumont Pointe Specific Plan Project mitigation measures and applicable regulatory requirements and allows responsible City entities flexibility and discretion in determining how best to monitor implementation.

Monitoring procedures will vary according to the type of mitigation measure or regulatory requirement.

The timing for monitoring and reporting is described in the monitoring and reporting summary table, below. Adequate monitoring requires demonstration of monitoring procedures and implementation of mitigation measures and regulatory requirements.

In order to enhance the effectiveness of the monitoring program, the City will utilize existing systems where appropriate. These inspectors are familiar with a broad range of regulatory issues and will provide first line oversight for much of the monitoring program during construction activities.

Program Changes
If minor changes are required to this MMRP, they will be made in accordance with the California Environmental Quality Act (CEQA) and would be permitted after further review by the City. Such changes could include reassignment of monitoring and reporting responsibilities and/or minor modifications to mitigation measures that achieve the same or better end results. No change will be permitted unless the Mitigation Monitoring and Reporting Program continues to satisfy the requirements of Public Resources Code §21081.6.

Lead Agency: City of Beaumont SCH No. 2020099007

Mitigation Monitoring and Reporting Program
Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs

4.1 AESTHETICS
Threshold a: Would the Project have a
substantial adverse effect on a scenic
vista?
PDF 1-1 Development implementing the
Beaumont Pointe Specific Plan shall comply
with the Development Standards set forth in
Chapter 3 and the Design Guidelines related to
Architectural Design and Landscape Design in
Chapter 4 of the Specific Plan. Conformity to
the Development Standards and Design
Guidelines would be addressed by the City's
future review of implementing building permits
for compliance with the Specific Plan's
requirements and would serve to reduce and/or
avoid impacts relating to aesthetics.

No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold b: Would the Project
substantially damage scenic resources,
including, but not limited to, trees, rock
outcroppings, and historic buildings
within a state scenic highway?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold c: Would the Project in non-
urbanized areas, substantially degrade the
existing visual character or quality of
public views of the site and its
surroundings? (Public views are those that
are experienced from publicly accessible
vantage points.) If the project is in an
urbanized area, would the project conflict
with applicable zoning and other
regulations governing scenic quality?
PDF 1-1 shall apply.

No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold d: Would the Project create a
new source of substantial light or glare
that would adversely affect daytime or
nighttime views in the area?
RR 1-1 The Project is required to comply with
City of Beaumont Municipal Code Chapter

8.50, which establishes specific design,
construction, and performance standards
applicable to lighting and lighting fixtures
within the City to reduce "skyglow" or light
pollution that affects day or nighttime views of
the Mt. Palomar Observatory.

No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact

4.2 AGRICULTURE AND FORESTRY RESOURCES
Threshold a: Would the Project convert
Prime Farmland, Unique Farmland, or
Farmland of Statewide Importance as
shown on the maps prepared pursuant to
the Farmland Mapping and Monitoring
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
Program of the California Resources
Agency, to non-agricultural use?
Threshold b: Would the Project conflict
with existing zoning for agricultural use,
or a Williamson Act contract?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold c: Would the Project conflict
with existing zoning for, or cause
rezoning of, forest land as defined in
Public Resources Code Section
12220(g)), timberland (as defined by
Public Resources Code Section 4526), or
timberland zoned Timberland Production
(as defined by Government Code Section
51104(g))?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Threshold d: Would the Project result in
the loss of forest land or conversion of
forest land to non -forest use?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Threshold e: Would the Project involve
other changes in the existing environment
which, due to their location or nature,
could result in conversion of Farmland, to
non-agricultural use or conversion of
forest land to non -forest use?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact

4.3 AIR QUALITY
Threshold a: Would the Project conflict
with or obstruct implementation of the
applicable air quality plan?
RR 3-1 The Project shall comply with the
provisions of South Coast Air Quality
Management District Rule 403, "Fugitive
Dust." Rule 403 requires implementation of best
available dust control measures during
construction activities that generate fugitive
dust, such as earth moving and stockpiling
activities, grading, and equipment travel on
unpaved roads, including limiting vehicle
speeds to 15 miles per hour.

RR 3-2 The Project shall comply with the
provisions of South Coast Air Quality
Management District Rule 1186 "PM10
Emissions from Paved and Unpaved Roads and
MM 4.3-1 The Project shall utilize "Super -Compliant" low VOC paints for nonresidential interior and exterior surfaces and low VOC paint for parking lot surfaces. Super -Compliant low VOC paints have been reformulated to be more
stringent than the regulatory VOC limits put forth by
South Coast AQMD's Rule 1113. Super- Compliant low
VOC paints shall be no more than log/L of VOC.

Alternatively, the applicant may utilize tilt -up concrete buildings that do not require the use of architectural
coatings.

Project Applicant
City of Beaumont
Planning Department
During
construction
Significant and
Unavoidable Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
Livestock Operations" and Rule 1186.1, "Less-
MM 4.3-2
Prior to the start of construction activities, the project Project Applicant
City of Beaumont
Prior to
Polluting Street Sweepers." Adherence to Rule
1186 and Rule 1186.1 reduces the release of
criteria pollutant emissions into the atmosphere
during construction.
applicant, or its designee, shall ensure that all 50-
horsepower or greater diesel -powered equipment is
powered with California Air Resources Board (CARB)-
certified Tier 4 Final engines, except where the project applicant establishes to the satisfaction of the City of Planning Department
construction
RR 3-3 The Project shall comply with the
provisions of South Coast Air Quality
Management District Rule 402 "Nuisance."
Adherence to Rule 402 reduces the release of
odorous emissions into the atmosphere.

Beaumont (City) that Tier 4 Final equipment is not
available. An exemption from these requirements may be
granted by the City if the City documents that equipment with the required tier is not reasonably available and
corresponding reductions in criteria air pollutant emissions are achieved from other construction equipment to the
extent feasible. Before an exemption may be considered by the City, the applicant shall be required to demonstrate that two construction fleet owners/operators in Riverside
County were contacted and that those owners/operators
confirmed Tier 4 Final equipment could not be located
within Riverside County. In order to meet this requirement to demonstrate that such equipment is not available, the Project Applicant must seek bids/proposals from
contractors of large fleets, defined by the California Air Resources Board as, "A fleet with a total max hp (as
defined below) greater than 5,000 hp." In addition, this should not be limited to Riverside County but statewide. In the event that Tier 4 Final equipment is not feasible, then Tier 4 interim equipment shall be required. In the event that Tier 4 Interim equipment is not available, Tier 3
equipment shall be used. All construction equipment shall be tuned and maintained in accordance with the
manufacturer's specifications.

MM 4.3-3
All on -site outdoor cargo -handling equipment (including yard trucks, hostlers, yard goats, pallet jacks, forklifts, and other on -site equipment) shall be electric or non -diesel fueled. All on -site indoor forklifts shall be powered by electricity.

Project Applicant
City of Beaumont
Planning Department
During
construction and
operation
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
MM 4.3-4
Legible, durable, weather-proof signs shall be placed at truck access gates, loading docks, and truck parking areas that identify applicable CARB anti -idling regulations. At a minimum, each sign shall include: 1) instructions for truck drivers to shut off engines when not in use; 2) instructions for drivers of diesel trucks to restrict idling to no more than three (3) minutes once the vehicle is stopped, the transmission is set to "neutral" or "park," and the parking brake is engaged; and 3) telephone numbers of the
building facilities manager and the CARB to report
violations. Prior to the issuance of an occupancy permit, the City shall conduct a site inspection to ensure that the signs are in place.

Project Applicant
City of Beaumont
Planning Department
During operation;
Prior to the
issuance of an
occupancy permit
MM 4.3-5
Prior to tenant occupancy, the Project Applicant or
successor in interest shall provide documentation to the City demonstrating that occupants/tenants of the Project site have been provided documentation on funding
opportunities, such as the Carl Moyer Program and other Programs promulgated by South Coast AQMD (which can
be found at the SCAQMD Incentives & Programs landing
page, http://www.aqmd.gov/home/programs) that provide incentives for using cleaner -than -required engines and equipment.

Project Applicant
City of Beaumont
Planning Department
Prior to issuance of
occupancy permits
MM 4.3-6
Prior to issuance of occupancy permits for the
industrial/warehouse buildings, the Project operator shall prepare and submit a Transportation Demand Management
(TDM) program detailing strategies that would reduce the use of single occupant vehicles by employees by
increasing the number of trips by walking, bicycle,
carpool, vanpool and transit. The TDM shall include, but is not limited to the following:
• Provide a transportation information center and on -site TDM coordinator to educate employers, employees,
and visitors of surrounding transportation options.
• Promote bicycling and walking through design features such as showers for employees, self-service bicycle
repair area, etc. around the project site.

Project Operator
City of Beaumont
Planning Department
Prior to issuance of
occupancy permits
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
• Provide secure bicycle storage space equivalent to 2% of the automobile parking spaces provided.
• Provide on -site car share amenities for employees who make only occasional use of a vehicle, as well as others who would like occasional access to a vehicle of a
different type than they use day-to-day.
• Promote and support carpool/vanpool/rideshare use
through parking incentives and administrative support,
such as ride -matching service.
• Incorporate incentives for using alternative travel
modes, such as preferential load/unload areas or
convenient designated parking spaces for
carpool/vanpool users.
• Provide meal options on -site or shuttles between the facility and nearby meal destinations.
• Each building shall provide preferred parking for
electric, low -emitting and fuel - efficient vehicles
equivalent to at least 8% of the required number of
parking spaces.

MM 4.3-7
For the warehouse/industrial portion of the Project, the Project Applicant
City of Beaumont
During
buildings' electrical room shall be sufficiently sized to hold additional panels that may be needed to supply power for the future installation of electric vehicle (EV) truck charging stations on the site. Conduit should be installed from the electrical room to tractor trailer parking spaces in logical location(s) on the site determined by the Project Planning Department
Construction
Document Plan
Check
Applicant during construction document plan check, for
the purpose of accommodating the future installation of EV truck charging stations at such time this technology becomes commercially available and the buildings are
being served by trucks with electric -powered engines.

The buildings' electrical room shall be sufficiently sized to hold additional panels that may be needed in the future to supply power to trailers with transport refrigeration units (TRUs) during the loading/unloading of refrigerated
goods. Conduit should be installed from the electrical
room to the loading docks determined by the Project
Applicant during construction document plan check as the logical location(s) to receive trailers with TRUs.

Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
MM 4.3-8 Final Project designs shall provide for installation of conduit in tractor trailer parking areas for the purpose of accommodating potential installation of EV truck charging stations.

Project Applicant
City of Beaumont
Planning Department
During Project
Design
MM 4.3-9 All truck/dock bays that serve cold storage facilities within the proposed buildings shall be electrified to facilitate plug-in capabilities and support use of electric standby and/or hybrid electric transport refrigeration units (TRUs).

All site and architectural plans submitted to the City
Planning Department shall note all the truck/dock bays
designated for electrification. Prior to the issuance of a Certificate of Occupancy, the City Building Department
shall verify electrification of the designated truck/dock bays.

Project Applicant
City of Beaumont
Planning Department
Prior to the
issuance of
occupancy permits
MM 4.3-10 All landscaping equipment (e.g., leaf blower) used for property management shall be electric powered only. The property manager/facility owner shall provide
documentation (e.g., purchase, rental, and/or services
agreement) to the Planning Department to verify, to the City's satisfaction, that all landscaping equipment utilized will be electric powered.

Property Manager
City of Beaumont
Planning Department
During Operation
MM 4.3-11 If the Project constructs a go-kart facility in the commercial area, all go-karts would be required to be electric or zero emissions.

Project Applicant
City of Beaumont
Planning Department
During Project
Design
MM 4.3-12 Prior to the issuance of occupancy permits for any of the industrial/warehouse buildings, the Planning Department shall confirm that tenant lease agreements require the
Project Applicant to provide $1.00 per square foot in
funding for fleet upgrade financing to be used over the term of their lease on Zero Emissions (ZE) and Near Zero Emissions (NZE) delivery vans or trucks. This requirement shall apply to new leases only (not renewals) and for the first 10 years of the Project's life. The funding shall be provided in the form of lease allowance/concession. The allowance shall be a reimbursement once ZE or NZE
medium/heavy duty vehicles are purchased and can be
used at any time during the lease term (i.e., the landlord shall reimburse the tenant once the tenant provides receipt of paid invoice for the order). If a tenant leases their fleet, this allowance shall also cover the cost to lease ZE or NZE trucks. This measure would also facilitate compliance with South Coast AQMD Rule 2305.

Project Applicant
City of Beaumont
Planning Department
Prior to issuance of
occupancy permits
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
MM 4.3-13
Plans submitted for grading permit issuance and building permit issuance shall specify a designated area of the
construction site where electric or non -diesel vehicles, equipment, and tools can be fueled or charged. The
provision of temporary electric infrastructure for such purpose shall be approved by the utility provider, Southern California Edison (SCE). If SCE will not approve the
installation of temporary power for this purpose, the
establishment of a temporary electric charging area will not be required. If electric equipment will not be used on the construction site because the construction contractor(s) does not have such equipment in its fleet (as specified in Mitigation Measure MM 4.3-14), the establishment of a
temporary electric charging area also will not be required.

If electric powered equipment is in the contractor(s)
equipment fleet, and SCE approval is secured, the
temporary charging location is required to be established upon issuance of grading permits and building permits.

Project Applicant
City of Beaumont
Planning Department
Prior to issuance of
grading and
building permits
MM 4.3-14
If electric or non -diesel off -road trucks and construction support equipment, including but not limited to hand tools, forklifts, aerial lifts, materials lifts, hoists, pressure washers, plate compactors, and air compressors are
available in the construction contractor's equipment fleet and can fulfill the Project's construction requirements during the building construction, paving, and architectural coating phases of Project construction, such equipment
shall be used during Project construction. This requirement shall be noted on plans submitted for building permit
issuance.

Project Applicant/
Construction
Contractor
City of Beaumont
Planning Department
During
Construction
MM 4.3-15
Project construction contractors shall maintain records of all off -road diesel construction equipment associated with Project construction to document that each off -road diesel construction equipment used meets emission standards.

Records shall be kept on -site for the duration of
construction activities and shall be made available for periodic inspection by City of Beaumont staff or their
designee.

Construction
Contractor
City of Beaumont
Planning Department
During
Construction
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
MM 4.3-16 During construction activities, the City shall conduct periodic inspections to verify compliance with
construction -related mitigation measures pursuant to the Mitigation Monitoring and Reporting Program.

City of Beaumont
Planning Department
City of Beaumont
Planning Department
During
Construction
MM 4.3-17 Prior to building final, the Project Applicant or successor in interest shall install signs at each truck exit driveway that provides directional information to the City's truck route. Text on the sign shall read "To Truck Route" with a directional arrow.

Project Applicant
City of Beaumont
Planning Department
Prior to building
final
Threshold b: Would the Project result in
a cumulatively considerable net increase
of any criteria pollutant for which the
project region is non -attainment under an
applicable federal or state ambient air
quality standard?
RRs 3-1 through 3-3, and PDFs 8-1 through 8-5
shall apply.

MMs 4.3-1 through 4.3-17 shall apply.

Refer to MMs 4.3-1
through 4.3-17
above.

Refer to MMs 4.3-1
through 4.3-17
above.

Refer to MMs 4.3-
1 through 4.3-17
above.

Significant and
Unavoidable Impact
Threshold c: Would the Project expose
sensitive receptors to substantial pollutant
concentrations?
RRs 3-1 through 3-3 shall apply.

No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold d: Would the Project result in
other emissions (such as those leading to
odors adversely affecting a substantial
number of people?
RR 3-3 shall apply.

No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact

4.4 BIOLOGICAL RESOURCES
Threshold a: Would the Project have a
substantial adverse effect, either directly
or through habitat modifications, on any
species identified as a candidate,
sensitive, or special status species in local
or regional plans, policies, or regulations,
or by the California Department of Fish
and Game or U.S. Fish and Wildlife
Service?
RR 4-1 The Project Applicant is required to
pay MSHCP development fees.

MM 4.4-1 Prior to initial ground -disturbing activities (including vegetation clearing, clearing and grubbing, tree removal, site watering, equipment staging, grading, etc.), a qualified biologist will conduct a pre -construction presence/absence survey for crotch bumble bee prior to site disturbance. If the bumble bee were to be detected (or assumed present) within the development footprint, then the Project
proponent shall coordinate with CDFW to address the
extent of impacts and determine whether an Incidental
Take Permit (ITP) would be required. If an ITP were
required, then mitigation may be required by CDFW as
part of the ITP process, and the conservation of the
comparable open space habitat within PA 10 would be
presented to support the ITP.

Project Biologist
City of Beaumont
Planning Department
Prior to ground-
disturbing
activities
Less than Significant
Impact
MM 4.4-2 Prior to initial ground -disturbing activities (including vegetation clearing, clearing and grubbing, tree removal, site watering, equipment staging, grading, etc.), a qualified biologist will conduct a pre -construction presence/absence survey for burrowing owls within 30 days to ensure that no owls have colonized the site in the days or weeks
preceding the ground -disturbing activities. If burrowing Project Biologist
City of Beaumont
Planning Department
Prior to ground -
disturbing
activities
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
owls have colonized the project site prior to the initiation of ground -disturbing activities, the project proponent will immediately inform and coordinate with the RCA and the
Wildlife Agencies (CDFW, USFWS) to prepare a
Burrowing Owl Protection and Relocation Plan (if
required), prior to initiating ground disturbance. If ground - disturbing activities occur, but the site is left undisturbed for more than 30 days, a pre -construction survey will again be necessary to ensure burrowing owl has not colonized
the site since it was last disturbed. If burrowing owl is found, the same coordination described above will be
necessary. The Burrowing Owl Protection and Relocation
Plan, if necessary, will describe methods to safely relocate burrowing owls from the Project site (if avoidance were infeasible) and to monitor burrowing owls with an
adequate setback buffer if construction would proceed at the site until the owls could be relocated.

MM 4.4-3
Prior to the issuance of grading permits or other permits Project Contractor
City of Beaumont
Prior to issuance of
allowing for ground -disturbing activities or the removal of vegetation on -site, the City of Beaumont Department of Department of Public
Works
grading permits
Public Works shall ensure that the following note is
included on the grading plans. Project contractors shall be required to ensure compliance with this note and permit periodic inspection of the construction site by City of Beaumont staff or its designee to confirm compliance.

This note also shall be specified in bid documents issued to prospective construction contractors.

Ground -disturbing activities (including vegetation
removal) within the Criteria Area (Criteria Cells) shall be conducted outside of the coastal California gnatcatcher breeding season (between March 1 and August 15) if
occupied by coastal California gnatcatcher. If ground - disturbing activities (including vegetation removal)
cannot be limited to outside the coastal California
gnatcatcher breeding season, a qualified biologist shall conduct a pre -construction presence/absence survey for coastal California gnatcatcher within 14 days prior to site disturbance. If the species is found, the Project proponent shall immediately inform the Wildlife Agencies (CDFW,
USFWS) and ground disturbing activities within these
areas will be postponed to outside of the coastal
California gnatcatcher breeding season. If the species is not found, no further action is needed.

Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
Threshold b: Would the Project have a
substantial adverse effect on any riparian
habitat or other sensitive natural
community identified in local or regional
plans, policies, regulations or by the
California Department of Fish and Game
or US Fish and Wildlife Service?
PDF 4-1 The Project would conserve 230.82
acres of open space, including 80.63 acres of
native vegetation communities (1.20 acres of
Southern Riparian Scrub, 1.28 acres of
Chaparral and 78.15 acres of Riversidean Sage
Scrub).

PDF 4-2The Project would result in permanent
impacts to vegetation communities described for
conservation by the MSHCP associated with
Cells 933, 936, 1030, 1032, and 1125 totaling
109.69 acres and would impact the following
communities: chaparral (0.21 acre), Riversidean
sage scrub (24.40 acres), non-native grassland
(82.13 acres), and southern riparian scrub (0.03
acre). To offset these impacts, the Project will
conserve 133.62 acres of replacement lands
through the Criteria Refinement Process,
including 0.32 acre of chaparral, 45.85 acres of
Riversidean sage scrub, 86.03 acres of non-
native grassland, and 0.22 acre of southern
riparian scrub. These replacement lands are in
areas that are not described for conservation by
the Cell Criteria for Cells 933, 936, 1030, 1032,
and 1125.

MM 4.4-4 Prior to issuance of grading permits or other permits authorizing ground disturbance (e.g., vegetation clearing, clearing and grubbing, tree removal, site watering,
equipment staging), the Project Applicant shall provide evidence to the City of Beaumont that impacts to 0.31
acre of Corps jurisdiction and Regional Board
jurisdiction, and 0.43 acre of CDFW jurisdiction and
MSHCP riparian/riverine resources (including 0.03 acre
of riparian habitat) have been mitigated through either the purchase wetland/riparian habitat establishment and/or
rehabilitation credits from an approved mitigation
bank/in-lieu fee program at a minimum 1:1 ratio.

Approved mitigation banks and/or in -lieu fee programs
include, but are not limited to, the Riverpark Mitigation Bank, the Inland Empire Resource Conservation District
In -Lieu Fee Program, and the Riverside -Corona Resource Conservation District In -Lieu Fee Program. In addition, and also prior to issuance of grading permits, the Project Applicant shall provide the City of Beaumont of a copy of the Project's CWA Section 404 permit from the Corps,
Section 401 Water Quality Certification from the
Regional Board, Waste Discharge Order from the
Regional Board, and Fish and Game Code Section 1602
Lake and Streambed Alteration Agreement from CDFW,
as applicable.

Project Applicant
City of Beaumont
Planning Department
Prior to issuance of
grading permits
Less than Significant
Impact
Threshold c: Would the Project have
substantial adverse effect on state or
federally protected wetlands (including,
but not limited to, marsh, vernal pool,
coastal, etc.) through direct removal,
filling, hydrological interruption, or other
means?
RR 4-1, PDF 4-1 and PDF 4-2 shall apply.

MM 4.4-4 shall apply.

Refer to MM 4.4-4
above.

Refer to MM 4.4-4
above.

Refer to MM 4.4-4
above.

Less than Significant
Impact
Threshold d: Would the Project interfere
substantially with the movement of any
native resident or migratory fish or
wildlife species or with established native
resident or migratory wildlife corridors, or
impede the use of native wildlife nursery
sites?
N/A
MM 4.4-5 Prior to the issuance of grading permits or other permits allowing for ground -disturbing activities or the removal of vegetation on -site, the City of Beaumont Department of Public Works shall ensure that the following note is
included on the grading plans. Project contractors shall be required to ensure compliance with this note and permit periodic inspection of the construction site by City of Beaumont staff or its designee to confirm compliance.

This note also shall be specified in bid documents issued to prospective construction contractors.

As feasible, vegetation clearing shall be conducted
outside of the nesting season, which is generally identified as February 1 through September 15. If avoidance of the Project Contractor
City of Beaumont
Department of Public
Works
Prior to issuance of
grading permits
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
nesting season is not feasible, then a qualified biologist shall conduct a nesting bird survey within three days
prior to any disturbance of the site, including disking, demolition activities, and grading. If active nests are identified, the biologist shall establish suitable buffers around the nests, and the buffer areas shall be avoided until the nests are no longer occupied and the juvenile birds can survive independently from the nests
Threshold e: Would the Project conflict
with any local policies or ordinances
protecting biological resources, such as a
tree preservation policy or ordinance?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Threshold f: Would the Project conflict
with the provisions of an adopted Habitat
Conservation Plan, Natural Community
Conservation Plan, or other approved
local, regional, or state habitat
conservation plan?
RR 4-1 shall apply.

MM 4.4-2 shall apply.

Refer to MM 4.4-2
above.

Refer to MM 4.4-2
above.

Refer to MM 4.4-2
above.

Less than Significant
Impact

4.5 CULTURAL RESOURCES ir
I
Threshold a: Would the Project cause a
substantial adverse change in the
significance of a historical resource in
pursuant to Section 15064.5?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Threshold b: Would the Project cause a
substantial adverse change in the
significance of an archaeological resource
pursuant to Section 15064.5?
N/A
MM 4.5-1 Prior to issuance of a grading permit, the Project Applicant shall provide written verification in the form of a letter from the archaeologist to the City's Community Development Director stating that a certified
archaeologist that meets the U.S. Secretary of Interior Standards has been retained to implement the monitoring program. The archaeologist shall be present during all
ground -disturbing activities to identify any known or
suspected archaeological and/or cultural resources. The archaeologist will conduct a Cultural Resource Sensitivity Training, in conjunction with the consulting Native
American Tribe(s) Tribal Historic Preservation Officer
(THPO), and/or designated Tribal Representative. The
training session will focus on the archaeological and tribal cultural resources that may be encountered during ground - disturbing activities as well as the procedures to be
followed in such an event. The certified archaeologist and consulting tribe(s) representative shall attend the pre - grading meeting with the contractors to explain and
coordinate the requirements of the monitoring program.
•
Project Applicant
City of Beaumont
Community
Development
Department
Prior to issuance of
grading permit
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
MM 4.5-2
Prior to any ground -disturbing activities the project
Project Archaeologist
City of Beaumont
Prior to ground -
archaeologist shall develop a Cultural Resource
Management Plan (CRMP) and/or Archaeological
Planning Department
disturbing
activities
Monitoring and Treatment Plan (AMTP) to address the
details, timing, and responsibilities of all archaeological and cultural resource activities that occur on the project site. This Plan should be written in consultation with the consulting Tribe[s] and shall include the following:
approved mitigation measures, conditions of approval,
contact information for all pertinent parties, parties' responsibilities, procedures for each mitigation measure and condition of approval, and an overview of the project schedule. The monitoring program shall include the
following requirements for each phase of ground
disturbance:
a) During all ground -disturbing activities the qualified archaeologist and the Native American monitor shall be
on -site full-time The frequency of inspections will
depend upon the rate of excavation, the materials
excavated, and any discoveries of tribal cultural
resources as defined in Public Resources Code Section
21074. Archaeological and Native American
monitoring will be discontinued when the depth of
grading and the soil conditions no longer retain the
potential to contain cultural deposits. The qualified
archaeologist, in consultation with the Native American monitor, shall be responsible for determining the
duration and frequency of monitoring.
b) In the event that previously unidentified cultural
resources are discovered, the qualified archaeologist
and Native American monitor shall have the authority
to divert or temporarily halt ground disturbance
operation in the area of discovery to allow for the
evaluation of potentially significant cultural resources.

Isolates and clearly non -significant deposits will be
minimally documented in the field so the monitored
ground disturbance activities can proceed. If a
potentially significant cultural resource(s) is
discovered, work shall stop within a 60 -foot perimeter of the discovery and an environmentally sensitive area
physical demarcation/barrier constructed. The
archaeologist shall contact the City and consulting
tribe(s) at the time of discovery. The archaeologist, in consultation with the City, the consulting tribe(s), and Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
Native American monitor, shall determine the
significance of the discovered resources.
c) A recommendation for the treatment and disposition of the tribal cultural resource shall be made by the
qualified archaeologist in consultation with the tribe(s) and the Native American monitor and be submitted to
the City for review and approval. Treatment and
disposition may include full avoidance; preservation in place; reburial in a permanent conservation easement or deed restriction away from future impact areas; or
excavation and curation in a facility that meets Federal Curation Standards (CFR 79.1).
d) The City must concur with the evaluation before
ground disturbance activities will be allowed to resume in the affected area. For significant cultural resources meeting the definition of a historical resource per
CEQA Section 15064.5(a) or a unique archaeological
resource per CEQA Section 21083.2(g), a Research
Design and Data Recovery Program to mitigate impacts
shall be prepared by the consulting archaeologist and
approved by the City before being carried out using
professional archaeological methods.
e) Before ground disturbance activities are allowed to
resume in the affected area, the artifacts shall be
recovered and features recorded using professional
archaeological methods. The archaeologist shall
determine the amount of material to be recovered for an adequate artifact sample for analysis.
f) All cultural material collected during the grading
monitoring program shall be processed and curated
according to the current professional repository
standards. The collections and associated records shall be transferred, including title, to an appropriate
curation facility, to be accompanied by payment of the
fees necessary for permanent curation.
g) A report documenting the field and analysis results and interpreting the artifact and research data within the
research context shall be completed and submitted to
the City's Community Development Director for
approval and subsequently submitted to the Eastern
Information Center, and consulting tribe(s), prior to the Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
issuance of a certificate of occupancy for the first
building in each phase of ground disturbance.

Threshold c: Would the Project disturb
any human remains, including those
interred outside of formal cemeteries?
RR 5-1 The Project shall comply with the
applicable provisions of California Health and
Safety Code Section 7050.5 as well as Public
Resources Code Section 5097 et. seq., which
requires the County Coroner be contacted if
human remains are discovered. If the Coroner
recognizes the human remains to be those of a
Native American, or has reason to believe that
they are those of a Native American, the
Coroner is required to contact the NAHC by
telephone within 24 hours. Whenever the
NAHC receives notification of a discovery of
Native American human remains from a county
coroner, the NAHC is required to immediately
notify those persons it believes to be most likely
descended from the deceased Native American.

No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact

4.6 ENERGY
Threshold a: Would the Project result in
potentially significant environmental
impact due to wasteful, inefficient, or
unnecessary consumption of energy
resources, during project construction or
operation?
PDF 8-1 Office space within the warehouses
shall be insulated with a minimum R-13 value
in the walls and R-30 in the attic, and all
windows will have a minimum 0.57 U -factor
and 0.32 SHGC or greater.

PDF 8-2 All roofs within the Project shall be
rated at 0.15 aged solar reflectance and 0.75
thermal emittance or greater.

PDF 8-3Occupant sensing lighting that dims to
at least 50% when unoccupied shall be installed
within the interior areas of warehouses. All
interior lighting shall be LED lighting with 40
lumens/watt for 15 watt or less fixtures, 50
lumens/watt for 15-40 watt fixtures, and 60
lumens/watt for all fixtures exceeding 40 watts.

PDF 8-4Office space heating within
warehouses must utilize heat pumps with
ducting insulation of R-4.2 or greater.

PDF 8-5Tenant lease agreements for the Project
shall include contractual language restricting
trucks and support equipment from nonessential
idling longer than 3 minutes while on site in
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
exceedance of the City of Beaumont Idling
Ordinance.

Threshold b: Would the Project conflict
with or obstruct a state or local plan for
renewable energy or energy efficiency?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact

4.7 GEOLOGY AND SOILS
Threshold a: Would the Project directly
or indirectly cause potential substantial
adverse effects, including the risk of loss,
injury, or death involving: rupture of a
known earthquake fault, as delineated on
the most recent Alquist-Priolo Earthquake
Fault Zoning Map issued by the State
Geologist for the area or based on other
substantial evidence of a known fault?
Refer to Division of Mines and Geology
Special Publication 42; strong seismic
ground shaking; seismic -related ground
failure, including liquefaction; landslides?
RR 7-1 The Project shall comply with CBSC
(Chapter 18) (adopted by the City of Beaumont
as Municipal Code Section 15.04.010) and
Municipal Code Section 17.11.040, which
requires development projects to evaluate and
identify site -specific geologic and seismic
conditions. The report must provide site -specific
recommendations to preclude adverse effects
involving unstable soils and strong seismic
ground -shaking, including, but not limited to,
recommendations related to ground
stabilization, selection of appropriate foundation
type and design criteria, and selection of
appropriate structural systems.

RR 7-2 Prior to grading plan approval and the
first issuance of a grading permit for the
Beaumont Pointe Specific Plan development,
the Project proponent shall provide evidence to
the City that a Notice of Intent (NOI) has been
filed with the Regional Water Quality Control
Board for coverage under the State National
Pollutant Discharge Elimination System
(NPDES) General Construction Permit for
discharge of stormwater associated with
construction activities.

RR 7-3 Prior to grading plan approval and the
first issuance of a grading permit by the City for
the Beaumont Pointe Specific Plan
development, the Project proponent shall submit
to the City of Beaumont a Stormwater Pollution
Prevention Plan (SWPPP). The SWPPP shall
include a surface water control plan and
erosion -control plan citing specific measures to
control erosion during the entire grading and
construction period. Additionally, the SWPPP
shall identify structural and non-structural Best
Management Practices (BMPs) to control
sediment and nonvisible discharges from the
site. BMPs to be implemented in the SWPPP
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
may include (but shall not be limited to) the
following:
•Sediment discharges from the site may be
controlled by the following:
❑ Perimeter protection to prevent sediment
discharges through silt fences, fiber rolls, gravel
bag berms, sand bag barriers, and compost
socks.
❑ Sediment capture and drainage control
through sediment traps, storm drain inlet
protection, and sediment basins.
❑ Velocity reduction through check dams,
sediment basins, and outlet protection/velocity
dissipation devices.

Reduction in off -site sediment tracking
through stabilized construction entrance/exit,
construction road stabilization, and
entrance/exit tire wash.
❑ Slope interruption at permit -prescribed
intervals (fiber rolls, gravel bag berms, sand bag
berms, compost socks, biofilter bags).
•The construction and condition of the BMPs
will be periodically inspected during
construction, and repairs will be made when
necessary, as required by the SWPPP.
•No materials of any kind shall be placed in
drainage ways.
•Materials that could contribute nonvisible
pollutants to stormwater must be contained,
elevated, and placed in temporary storage
containment areas.
•All loose piles of soil, silt, clay, sand, debris,
and other earthen material shall be protected per
RWQCB standards to eliminate any discharge
from the site. Stockpiles will be surrounding by
silt fences.
•The SWPPP will include inspection forms for
routine monitoring of the site during the
construction phase to ensure NPDES
compliance.

Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
•Additional BMPs and erosion -control measures
will be documented in the SWPPP and utilized
if necessary.
•The SWPPP will be kept on -site for the entire
duration of project construction and will also be
available to the local RWQCB for inspection at
any time.

In the event that it is not feasible to implement
the above BMPs, the City of Beaumont can
make a determination that other BMPs will
provide equivalent or superior treatment either
on or off -site.

RR 7-4 Prior to grading plan approval and
issuance of a grading permit by the City of
Beaumont for the Beaumont Pointe Specific
Plan development, the Project proponent shall
receive approval from the City of Beaumont for
Final Water Quality Management Plan (Final
WQMP). The Final WQMP shall specifically
identify pollution -prevention, site -design,
source -control, and treatment -control BMPs that
shall be used on -site to control predictable
pollutant runoff to reduce impacts to water
quality to the maximum extent practicable.

Source control BMPs to be implemented in the
Final WQMP may include (but shall not be
limited to) those listed in Table G.1 of the
Preliminary WQMP (Technical Appendix I2).

Treatment -control BMPs shall include on -site
detention/sand filtration basins to treat the site's
runoff; these facilities shall be maintained and
inspected at least twice per year and prior to
October 1. Additional BMPs will be
documented in the WQMP and utilized if
necessary. In the event that it is not feasible to
implement the BMPs identified in the Final
WQMP, the City of Beaumont can make a
determination that other BMPs provide
equivalent or superior treatment either on or off -
site.

Threshold b: Would the Project result in
substantial soil erosion or the loss of
topsoil?
RR 7-1 through RR 7-4 shall apply.

No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
Threshold c: Would the Project be
located on a geologic unit or soil that is
unstable, or that would become unstable
as a result of the project, and potentially
result in on- or off -site landslide, lateral
spreading, subsidence, liquefaction, or
collapse?
RR 7-1 through RR 7-4 shall apply.

No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold d: Would the Project be
located on expansive soil, as defined in
Table 18-1-B of the Uniform Building
Code (1994), creating substantial direct or
indirect risks to life or property?
RR 7-1 shall apply.

No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold e: Would the Project have
soils incapable of adequately supporting
the use of septic tanks or alternative waste
water disposal systems where sewers are
not available for the disposal of waste
water?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Threshold f: Would the Project directly
or indirectly destroy a unique
paleontological resource or site or unique
geologic feature?
N/A
MM 4.7-1 Prior to issuance of grading permits, the Project Applicant shall retain a qualified paleontologist. Paleontological monitoring of the young alluvial fan deposits is not
warranted, since their potential to yield fossils is low.

However, if, during earth disturbance activities, the San Timoteo Foundation or older Quaternary alluvial deposits is exposed beneath the overlying young alluvial fan
deposits, monitoring should be initiated during periods in which the San Timoteo Formation or older Quaternary
alluvial deposits will be impacted. Monitoring shall be conducted during any grading or excavation in
undisturbed sediments of the San Timoteo Foundation.

Complete grading plans for each phase shall be made
available to the City of Beaumont and to the
paleontologist/ paleontological monitor prior to the start of any earth -moving activities for each phase.

Project Applicant
City of Beaumont
Planning Department
Prior to issuance of
grading permits
Less than Significant
Impact
MM 4.7-2 Prior to initiation of any grading and/or excavation activities, a preconstruction meeting shall be held and attended by the paleontologist of record, representatives of the grading contractor and subcontractors, the project owner or developer, and a representative of the lead
agency. The nature of potential paleontological resources shall be discussed, as well as the protocol that is to be implemented following discovery of any fossiliferous
materials.

Project Paleontologist
City of Beaumont
Planning Department
Prior to grading
and/or excavation
activities
MM 4.7-3 Paleontological monitors shall be equipped to salvage fossils as they are unearthed to avoid construction delays.

Project Paleontologist
City of Beaumont
Planning Department
During
construction
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
The monitor shall be empowered to temporarily halt or
divert equipment to allow removal of abundant or large
specimens in a timely manner. Monitoring may be
reduced if the potentially fossiliferous units are not
present in the subsurface, or if present, are determined upon exposure and examination by qualified
paleontological personnel to have low potential to contain fossil resources. Fossil discovery and salvage shall occur as follows:
a) Notification of fossil discoveries shall be immediately reported by the paleontologist or paleontological
monitor to the City of Beaumont, the Project owner or
developer, and the consulting company overseeing
development of the Project.
b) Paleontological salvage shall complete with
professional standard protocols, as detailed in Section VII, Paleontological Resource Impact Mitigation
Program in Technical Appendix F2 of this Draft EIR.
c) In the laboratory, individual fossils shall be cleaned of extraneous matrix, any breaks are repaired, and the
specimen, if needed, is stabilized by soaking in an
archivally approved acrylic hardener (e.g., a solution of acetone and Paraloid B-72).
d) The recovered specimens shall be prepared to a point of identification and permanent preservation (not
display), including screen -washing of sediments to
recover small invertebrates and vertebrates.
e) The prepared specimens, along with relevant
information, shall be curated into a professional,
accredited public museum repository with a
commitment to archival conservation and permanent
retrievable storage (e.g., the Western Science Center in Hemet, California). The paleontological program
should include a written repository agreement prior to
the initiation of mitigation activities. The City of
Beaumont may select another repository if it so desires. f) A final monitoring and mitigation report of findings and significance, including lists of all fossils recovered and necessary maps and graphics to accurately record
their original location, shall be prepared. The report, when submitted to, and accepted by, the City of
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
Beaumont, shall signify satisfactory completion of the
project program to mitigate impacts to any potential
non-renewable paleontological resources (i.e., fossils) that might have been lost or otherwise adversely
affected without such a program in place.

4.8 GREENHOUSE GAS EMISSIONS •
Threshold a: Would the Project generate
greenhouse gas emissions, either directly
or indirectly, that may have a significant
impact on the environment?
PDFs 8-1 through 8-5 shall apply.

MMs 4.3-3 through 4.3-17 shall apply.

MM 4.8-1 Prior to issuance of building permits, the Project shall provide documentation to the City as part of the plan
check process, demonstrating that the Project will
implement measures identified in the Riverside County
Greenhouse Gas Emissions Screening Tables. 2019 up to
a minimum of 1,850 points. The Project may also achieve equivalent emission reductions from other measures
approved by the City. Implementing these mitigation
measures shall be verified by the City prior to the
issuance of final Certificate of Occupancy.

Refer to MMs 4.3-3
through 4.3-17
above.

Project Applicant
Refer to MMs 4.3-3
through 4.3-17
above.

City of Beaumont
Planning Department
Refer to MMs 4.3-
3 through 4.3-17
above.

Prior to issuance of
building permits
Significant and
Unavoidable Impact
MM 4.8-2 The Project shall prohibit the use of natural gas in the industrial and warehouse components of the Project
within Planning Areas 4 through 8, which shall be
verified during plan check.

Project Applicant
City of Beaumont
Planning Department
During Plan Check
Process
Threshold b: Would the Project conflict
with an applicable plan, policy or
regulation adopted for the purpose of
reducing the emissions of greenhouse
gases?
N/A
MMs 4.3-3 through 4.3-17 and MM 4.8-1 shall apply.

Refer to MMs 4.3-3
through 4.3-17 and

4.8-1 above.

Refer to MMs 4.3-3
through 4.3-17 and

4.8-1 above.

Refer to MMs 4.3-
3 through 4.3-17
and 4.8-1 above.

Significant and
Unavoidable Impact

4.9 HAZARDS AND HAZARDOUS MATERIALS
Threshold a: Would the Project create a
significant hazard to the public or the
environment through the routine
transport, use, or disposal of hazardous
materials?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold b: Would the Project create a
significant hazard to the public or the
environment through reasonably
foreseeable upset and accident conditions
involving the release of hazardous
materials into the environment?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold c: Would the Project emit
hazardous emissions or handle hazardous
or acutely hazardous materials,
substances, or waste within one -quarter
mile of an existing or proposed school?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
Threshold d: Would the Project be
located on a site which is included on a
list of hazardous materials sites compiled
pursuant to Government Code Section
65962.5 and, as a result, would it create a
significant hazard to the public or the
environment?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Threshold e: For a project located within
an airport land use plan or, where such a
plan has not been adopted, within two
miles of a public airport or public use
airport, would the Project result in a
safety hazard or excessive noise for
people residing or working in the project
area?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Threshold f: Would the Project impair
implementation of or physically interfere
with an adopted emergency response plan
or emergency evacuation plan?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
impact
Threshold g: Would the Project expose
people or structures, either directly or
indirectly, to a significant risk of loss,
injury or death involving wildland fires?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact

4.10 HYDROLOGY AND WATER QUALITY
Threshold a: Would the Project violate
any water quality standards or waste
discharge requirements or otherwise
substantially degrade surface or
groundwater quality?
RR 10-IPrior to grading plan approval and the
issuance of a grading permit for the Beaumont
Pointe Specific Plan developments, the Project
proponent shall provide evidence to the City
that a Notice of Intent (NOI) has been filed with
the Regional Water Quality Control Board for
coverage under the State National Pollutant
Discharge Elimination System (NPDES)
Construction General Permit for discharge of
stormwater associated with construction
activities.

RR 10-2Prior to grading plan approval and the
first issuance of a grading permit by the City for
the Beaumont Pointe Specific Plan
development, the Project proponent shall submit
to the City of Beaumont a Stormwater Pollution
Prevention Plan (SWPPP). The SWPPP shall
include a surface water control plan and
erosion -control plan citing specific measures to
control erosion during the entire grading and
construction period. Additionally, the SWPPP
shall identify structural and non-structural Best
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
Management Practices (BMPs) to control
sediment and nonvisible discharges from the
site. BMPs to be implemented in the SWPPP
may include (but shall not be limited to) the
following:
•Sediment discharges from the site may be
controlled by the following:
-Perimeter protection to prevent sediment
discharges through silt fences, fiber rolls, gravel
bag berms, sand bag barriers, and compost
socks;
-Sediment capture and drainage control through
sediment traps, storm drain inlet protection, and
sediment basins;
-Velocity reduction through check dams,
sediment basins, and outlet protection/velocity
dissipation devices;
-Reduction in off -site sediment tracking through
stabilized construction entrance/exit,
construction road stabilization, and
entrance/exit tire wash;
-Slope interruption at permit -prescribed
intervals (fiber rolls, gravel bag berms, sand bag
berms, compost socks, biofilter bags).
•The construction and condition of the BMPs
will be periodically inspected during
construction, and repairs will be made when
necessary as required by the SWPPP.
•No materials of any kind shall be placed in
drainage ways.
•Materials that could contribute nonvisible
pollutants to stormwater must be contained,
elevated, and placed in temporary storage
containment areas.
•All loose piles of soil, silt, clay, sand, debris,
and other earthen material shall be protected per
RWQCB standards to eliminate any discharge
from the site. Stockpiles will be surrounding by
silt fences.

Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
•The SWPPP will include inspection forms for
routine monitoring of the site during the
construction phase to ensure NPDES
compliance.
•Additional BMPs and erosion -control measures
will be documented in the SWPPP and utilized
if necessary.
•The SWPPP will be kept on site for the entire
duration of project construction and will also be
available to the local RWQCB for inspection at
any time.

In the event that it is not feasible to implement
the above BMPs, the City of Beaumont can
make a determination that other BMPs will
provide equivalent or superior treatment either
on or off site.

RR 10-3Prior to the issuance of each grading
permit by the City of Beaumont for each phase
of the Project, the Project proponent shall
provide evidence to the City that the following
provisions have been added to the construction
contracts for the proposed work:
•The Construction Contractor shall be
responsible for performing and documenting the
application of BMPs identified in the SWPPP.

Weekly inspections shall be performed on
sediment -control measures called for in the
SWPPP. Monthly reports shall be maintained by
the Contractor and submitted to the City for
inspection. In addition, the Contractor will also
be required to maintain an inspection log and
have the log on site to be reviewed by the City
of Beaumont and the representatives of the
Regional Water Quality Control Board.

RR 10-4Prior to issuance of each grading
permit by the City of Beaumont for each phase
of the Project, the Project proponent shall
receive approval from the City of Beaumont of
a Final Water Quality Management Plan (Final
WQMP). The Final WQMP shall specifically
identify pollution -prevention, site -design,
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
source -control, and treatment -control BMPs that
shall be used on site to control predictable
pollutant runoff to reduce impacts to water
quality to the maximum extent practicable after
construction is completed and after the facilities
or structures are occupied and/or operational.

Source control BMPs to be implemented in the
Final WQMP may include (but shall not be
limited to) those listed in Table 4.10-3.

Treatment -control BMPs shall include on -site
detention/sand filtration basins to treat the site's
runoff; these facilities shall be maintained and
inspected at least twice per year and prior to
October 1. Additional BMPs will be
documented in the WQMP and utilized if
necessary. In the event that it is not feasible to
implement the BMPs identified in the Final
WQMP, the City of Beaumont can make a
determination that other BMPs shall provide
equivalent or superior treatment either on or off
site.

RR 10-5Prior to the issuance of each building
permit for the Project, the Project proponent
shall provide evidence to the City that the
Project complies with the requirements of the
RWQCB Municipal Permit General MS4
Permit. The MS4 Permit requirements for new
development calls for compliance with water
quality regulatory requirements applicable to
stormwater runoff and waste discharge.

Specifically, the MS4 permit would require the
Project proponent to develop and implement a
comprehensive Stormwater Management
Program (SWMP) that must include pollution
prevention measures, treatment or removal
techniques, monitoring, use of legal authority,
and other appropriate measures to control the
quality of stormwater discharged to the storm
drains.

Threshold b: Would the Project
substantially decrease groundwater
supplies or interfere substantially with
groundwater recharge such that the
project may impede sustainable
groundwater management of the basin?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
Threshold c: Would the Project
substantially alter the existing drainage
pattern of the site or area, including
through the alteration of the course of a
stream or river or through the addition of
impervious surfaces, in a manner which
would: result in substantial erosion or
siltation on or off site; substantially
increase the rate or amount of surface
runoff in a manner which would result in
flooding on or off site; create or
contribute runoff water which would
exceed the capacity of existing or planned
stormwater drainage systems or provide
substantial additional sources of polluted
runoff; or impeded or redirect flood
flows?
RR 10-1 through RR 10-5 shall apply.

No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold d: Would the Project in flood
hazard, tsunami, or seiche zones, risk
release of pollutants due to project
inundation?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Threshold e: Would the Project conflict
with or obstruct implementation of a
water quality control plan or sustainable
groundwater management plan?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact

4.11 LAND USE AND PLANNING
Threshold a: Would the Project
physically divide an established
community
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
impact
Threshold b: Would the Project cause a
significant environmental impact due to a
conflict with any land use plan, policy, or
regulation adopted for the purpose of
avoiding or mitigating an environmental
effect?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact

4.12 MINERAL RESOURCES
Threshold a: Would the Project result in
the loss of availability of a known mineral
resource that would be of value to the
region or the residents of the State?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold b: Would the Project result in
the loss of availability of a locally-
important mineral resource recovery site
delineated on a local general plan,
specific plan or other land use plan?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs

4.13 NOISE
Threshold a: Would the Project generate
substantial temporary or permanent
increase in ambient noise levels in the
vicinity of the project in excess of
standards established in the local general
plan or noise ordinance, or applicable
standards of other agencies?
N/A
No feasible mitigation measures exist.

N/A
N/A
N/A
Significant and
Unavoidable Impact
Threshold b: Would the Project generate
excessive groundborne vibration or
groundborne noise levels?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold c: For a project located within
the vicinity of a private airstrip or an
airport land use plan or, where such a plan
has not been adopted, within two miles of
a public airport or public use airport,
would the Project expose people residing
or working in the project area to excessive
noise levels?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact

4.14 POPULATION AND HOUSING
Threshold a: Would the Project induce
substantial unplanned population growth
in an area, either directly (for example, by
proposing new homes and businesses) or
indirectly (for example, through extension
of roads or other infrastructure?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold b: Would the Project displace
substantial numbers of existing people or
housing, necessitating the construction of
replacement housing elsewhere?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact

4.15 PUBLIC SERVICES
Threshold a: Would the Project result in
substantial adverse physical impacts
associated with the provision of new or
physically altered government facilities or
the need for new or physically altered
governmental facilities, the construction
of which could cause significant
environmental impacts, in order to
maintain acceptable service ratios,
response times or other performance
objectives for any of the public services:
i. Fire Protection Services;
ii. Police Protection Services;
iii. School Services;
iv. Parks; or
v. Other Public Facilities
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs

4.16 RECREATION
Threshold a: Would the Project increase
the use of existing neighborhood and
regional parks or other recreational
facilities such that substantial physical
deterioration of the facility would occur
or be accelerated?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold b: Would the Project include
recreational facilities or require the
construction or expansion of recreational
facilities which might have an adverse
physical effect on the environment?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact

4.17 TRANSPORTATION
Threshold a: Would the Project conflict
with a program, plan, ordinance or policy
addressing the circulation system,
including transit, roadway, bicycle and
pedestrian facilities?
RR 17-IPrior to issuance of any building
permits, the Project Applicant shall make
required per -unit fee payments associated with
the Western Riverside County Transportation
Uniform Mitigation Fees (TUMF) and the City
of Beaumont Development Impact Fee (DIF).

RR 17-2Prior to the issuance of grading or
building permits, the Project Applicant shall
prepare and the City of Beaumont shall approve,
a temporary traffic control plan for construction.

The temporary traffic control plan shall comply
with the applicable requirements of the
California Manual on Uniform Traffic Control
Devices. A requirement to comply with the
temporary traffic control plan shall be noted on
all grading and building plans and also shall be
specified in bid documents issued to prospective
construction contractors.

MM 4.17-2 Prior to the issuance of occupancy permits for the first buildings in Planning Areas 4-8 (i.e., industrial/warehouse buildings), the Project Applicant shall prepare and submit a Truck Traffic Demand Management Plan to the Planning
Depaitciient for approval in order to prohibit Project trucks from driving on Oak Valley Parkway or on Potrero
Boulevard north of the Potrero/SR-60 Interchange. The
Truck Traffic Demand Management Plan shall include, but is not limited to the following:
• Lease provisions clearly identifying the required truck routes;
• CC&R restrictions with financial penalties for violations and City ability to enforce as third -party beneficiary; • Truck route maps provided to all drivers and posted in breakrooms and throughout the Project;
• Designation of a Traffic Coordinator contact for the City to notify in the event of traffic issues;
• Annual reports to the City's Planning Department.

Project Applicant
City of Beaumont
Planning Department
Prior to issuance of
occupancy permits
Less than Significant
Impact
Threshold b: Would the Project conflict
or be inconsistent with CEQA Guidelines
Section 15064.3, subdivision (b)?
N/A
MM 4.17-1 Prior to the issuance of building permits, the Project Applicant shall incorporate the TDM measures identified below. Verification that the TDM measures completed
shall be verified by the City's Public Works Director.
a. Where applicable ensure design of key intersections and roadways encourage the use of walking, biking and,
where applicable, transit.
b. Collaborate with the Riverside Transit Authority (RTA) to determine the feasibility of providing new or re-route existing transit services to the site.
c. Commute trip reduction (CTR) programs offered to
encourage the use of biking.

Project Applicant
City of Beaumont
Department of Public
Works
Prior to issuance of
building permits
Significant and
Unavoidable Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
d. Encourage CTR programs may also provide for
alternative work or compressed work schedules to
reduce the number of days an employee commutes to
work.

Threshold c: Would the Project
substantially increase hazards due to a
geometric design feature (e.g., sharp
curves or dangerous intersections) or
incompatible uses (e.g., farm equipment)?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold d: Would the Project result in
inadequate emergency access?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact

4.18 TRIBAL CULTURAL RESOURCES
Threshold a: Would the project cause a
substantial adverse change in the
significance of a tribal cultural resource,
defined in Public Resources Code Section
21074 as either a site, feature, place,
cultural landscape that is geographically
defined in terms of the size and scope of
the landscape, sacred place, or object with
cultural value to a California Native
American tribe, and that is:
1) Listed or eligible for listing
in the California
Register of Historical
Resources, or in a local
register of historical
resources as defined in
Public Resources Code
Section 5020.1(k), or
2) A resource determined by
the lead agency, in its
discretion and supported by
substantial evidence, to be
significant pursuant to
criteria set forth in
subdivision (c) of Public
Resources Code Section
5024.1. In applying the
criteria set forth in
subdivision (c) of Public
Resources Code Section
5024.1, the lead agency
shall consider the
significance of the resource
RR 18-1Inadvertent Discovery of Human
Remains. Should human remains and/or
cremations be encountered on the surface or
during any and all ground -disturbing activities
(i.e., clearing, grubbing, tree and bush removal,
grading, trenching, fence post placement and
removal, construction excavation, excavation
for all water supply, electrical, and irrigation
lines, and landscaping phases of any kind),
work in the immediate vicinity of the discovery
shall immediately stop within a 100 -foot
perimeter of the discovery. The area shall be
protected; project personnel/observers will be
restricted. The County Coroner is to be
contacted within 24 hours of discovery. The
County Coroner has 48 hours to make his/her
determination pursuant to State and Safety Code
Section 7050.5 and Public Resources Code
Section 5097.98.

In the event that the human remains and/or
cremations are identified as Native American,
the Coroner shall notify the Native American
Heritage Commission within 24 hours of
determination pursuant to subdivision (c) of
Health and Safety Code Section 7050.5.

The Native American Heritage Commission
shall immediately notify the person or persons it
believes to be the Most Likely Descendant
(MLD). The MLD has 48 hours, upon being
granted access to the Project site, to inspect the
site of discovery and make his/her
recommendation for final treatment and
MMs 4.5-1 and 4.5-2 shall apply.

Refer to MMs 4.5-1
and 4.5-2 above.

Refer to MMs 4.5-1
and 4.5-2 above.

Refer to MMs 4.5-
1 and 4.5-2 above.

Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs
to a California Native
American tribe?
disposition, with appropriate dignity, of the
remains and all associated grave goods pursuant
to Public Resources Code Section 5097.98
Unless otherwise required by law, the site of
any reburial of Native American human remains
or associated grave goods shall not be disclosed
and shall not be governed by public disclosure
requirements of the California Public Records
Act. Pursuant to the specific exemption set forth
in California Government Code Section 6254(r),
the sheriff -coroner, parties, and lead agencies
will be asked to withhold public disclosure
information related to such reburial.

4.19 UTILITIES AND SERVICE SYSTEMS
Threshold a: Would the Project require
or result in the relocation or construction
of new or expanded water, wastewater
treatment or stormwater drainage, electric
power, natural gas, or telecommunications
facilities, the construction or relocation of
which could cause significant
environmental effects?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold b: Would the Project have
sufficient water supplies available to
serve the project and reasonably
foreseeable future development during
normal, dry and multiple dry years?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold c: Would the Project result in
a determination by the wastewater
treatment provider which serves or may
serve the project that it has adequate
capacity to serve the project's projected
demand in addition to the provider's
existing commitments?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold d: Would the Project generate
solid waste in excess of State or local
standards, or in excess of the capacity of
local infrastructure, or otherwise impair
the attainment of solid waste reduction
goals?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold e: Would the Project comply
with federal, state, and local management
and reduction statutes and regulations
related to solid waste?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

Potential Impacts
Regulatory Requirements (RR) and Project
Design Features (PDF)
Mitigation Measures (MMs)
Responsible Party
Monitoring Party
Implementation
Stage
Level of Significance
After MMs, RRs,
and PDFs

4.20 WILDFIRE
Threshold a: Would the Project
substantially impair an adopted
emergency response plan or emergency
evacuation plan?
N/A
No mitigation is required.

N/A
N/A
N/A
No Impact
Threshold b: Would the Project, due to
slope, prevailing winds, and other factors,
exacerbate wildlife risks, and thereby
expose Project occupants to pollutant
concentrations from a wildfire or the
uncontrolled spread of a wildfire?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold c: Would the Project require
the installation or maintenance of
associated infrastructure (such as roads,
fuel breaks, emergency water sources,
power lines, or other utilities) that may
exacerbate fire risk or that may result in
temporary or ongoing impacts to the
environment?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Threshold d: Would the Project expose
people or structures to significant risks,
including downslope or downstream
flooding or landslides, as a result of
runoff, post -fire instability or drainage
change?
N/A
No mitigation is required.

N/A
N/A
N/A
Less than Significant
Impact
Lead Agency: City of Beaumont
SCH No. 2020099007

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
the City of Beaumont
the City Clerk
(SPACE ABOVE THIS LINE RESERVED FOR

RECORDER'S USE)
APNs: 422-060-002, 422-060-005, 422-060-009, 422-060-010, 422-060-016, 422-060-017, 422-060- 018, 422-060-021, 422-060-022, 422-170-005, 422-170-008

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF BEAUMONT AND

BEAUMONT POINTE PARTNERS LLC
EFFECTIVE DATE: , 2024

TABLE OF CONTENTS

1. General Provisions. 4

1.1 Definitions 4

1.2 Property Ownership and Binding Covenants 4

1.3 Effective Date and Term. 4

1.4 Equitable Servitudes and Covenants Running With the Land. 5

1.5 Right to Assign. 6

1.6 Notices. 8

1.7 Amendment of Agreement 8

1.8 Major Amendments and Minor Amendments. 8

2. Development of the Property. 9

2.1 Vested Rights; Permitted Uses and Development Standards. 9

2.2 Specific Plan Implementation Regulations 9

2.3 Subsequent Project Approvals. 10

2.4 CEQA 11

2.5 Development Timing and Phasing 12

2.6 Property Acquisition for Offsite Infrastructure 13

2.7 Fee Credits and/or Reimbursement for Construction of Certain Facilities 14

2.8 Rules, Regulations and Official Policies; Future Rules. 16

2.9 Fees, Exactions, Conditions and Dedications. 18

2.10 Completion of Improvements. 20

2.11 Sewer 20

3. Obligations of Owner 21

4. Default, Remedies, Termination. 21

4.1 General Provisions. 21

4.2 Owner's Default; Enforcement 22

4.3 Annual Review 23

4.4 Limitation on Liability. 24

4.5 Applicable Law, Venue and Attorneys' Fees. 24

4.6 Invalidity of Agreement. 25

4.7 Termination for Reasons Other than Owner or City Default 25 Development Agreement
City of Beaumont/ Beaumont Pointe

5. Hold Harmless Agreement. 25

5.1 Hold Harmless Agreement 25

5.2 Prevailing Wages. 26

5.3 Survival of Provisions 27

6. Project as a Private Undertaking. 27

7. Consistency with General Plan. 27

8. Notices. 27

9. Recordation. 28

10. Estoppel Certificates 28

11. Financial Commitments and Public Benefits. 28

11.1 Community Facilities District 28

11.2 Public Benefits and Public Improvements. 29

11.3 Public Benefit Fee 29

12. Provisions Relating to Lenders. 30

12.1 Lender Rights and Obligations. 30

12.2 Right to Encumber. 31

12.3 Reasonable Modifications 31

13. Annexation 32

13.1 Annexation. 32

13.2 Effect of Denial of Annexation. 32

14. Western Riverside County Multiple Species Habitat Conservation Plan. 32

14.1 Criteria Refinement; Map Amendment; Agreement 32

14.2 Effect of Approvals 32

15. Cooperation and Defense of Agreement. 33

15.1 Further Actions and Instruments 33

15.2 Defense of Agreement. 33

15.3 No Moratorium. 33

15.4 Certificate of Performance. 33

16. General 34
Development Agreement
ii City of Beaumont/ Beaumont Pointe

16.1 Entire Agreement. 34

16.2 Section Headings. 34

16.3 Singular and Plural 34

16.4 Time of Essence. 34

16.5 Waiver 34

16.6 Conflicts of Interest 34

16.7 No Third Party Beneficiaries. 34

16.8 Recitals; Exhibits. 1

16.9 Counterparts. 1
Development Agreement
City of Beaumont/ Beaumont Pointe

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF BEAUMONT AND

BEAUMONT POINTE PARTNERS LLC
THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into this day of , 2024 by and between the CITY OF BEAUMONT, a municipal corporation ("City"), and BEAUMONT POINTE PARTNERS LLC, a Delaware limited liability company (as further described in Section 1.2 below, "Owner"). This Agreement is made pursuant to the Development Agreement Laws (defined below). This Agreement refers to the City and Owner collectively as the "Parties" and singularly as the "Party."

RECITALS
A. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Laws to authorize any city, county or city and county to enter into a development agreement with an applicant for a development project, establishing certain development rights in the property which is the subject of the development project application.

B. Owner has a legal and equitable interest in approximately 539.9 acres of land located south of the 60 Freeway and west of Jack Rabbit Trail in the County of Riverside, State of California legally described and depicted on Exhibit "A" attached hereto and incorporated herein by this reference ("Property"). The Property is in the unincorporated area of the County of Riverside and in the Sphere of Influence as such term is defined in Govt. Code Section 56076 ("SOI") of the City of Beaumont.

C. Owner desires to develop the Property in accordance with the requirements of this Agreement and the Beaumont Pointe Specific Plan (as the same may be amended from time to time in accordance with this Agreement, "Specific Plan"). The Specific Plan divides the Property into ten (10) planning areas ("Planning Areas"). Planning Areas 1 and 2 comprise approximately

30.2 acres and are proposed to be developed for commercial uses as "The Experience at Beaumont Pointe", such as community recreation, commercial, retail, restaurant and hospitality land uses, and a 125- room hotel along with related amenities. Planning Areas 3 through 8 comprise approximately 232.6 acres and are proposed to be developed with industrial uses to accommodate users such as industrial incubators, light manufacturing, parcel hub, warehouse/storage, fulfillment center, high cube warehouse, cold storage warehouse, and e -commerce operations ("Industrial Uses"). The list of uses permitted and conditionally permitted on the Property is provided in the Specific Plan. In addition, the Project provides approximately 277.1 acres of open space area along the Property's northern and southern boundaries of which approximately 152.4 acres (Planning Area 10) are designated "Open Space- Conservation" and proposed to be conveyed to the Western Riverside County Regional Conservation Authority ("RCA") or another conservation agency or non-profit organization with the approval of RCA pursuant to the Western Riverside County Multiple Species Conservation Plan ("MSHCP"). The remaining open space (Planning Area 9) is designed to accommodate landscaped manufactured slopes, fuel modification areas, project signage, optional water tank and natural open space to act as a buffer for Planning Area 10. The Development Agreement
1 City of Beaumont/ Beaumont Pointe

buildout of the Property as described in the Specific Plan is referred to in this Agreement as the "Proj ect".

D. Owner is seeking to annex the Property into the City of Beaumont through the Local Agency Formation Commission for Riverside County ("LAFCO") pursuant to the Cortese - Knox -Hertzberg Local Government Reorganization Act of 2000, Govt. Code Section 56000 et seq.

Owner intends to file the application for such annexation ("Annexation Applications") with LAFCO following the City's consideration and approval of the Entitlement Applications (defined below). Govt. Code Section 65865(b) provides that a city may enter into a development agreement with respect to unincorporated territory within that city's Sphere of Influence. The City and Owner intend to cooperate in processing the Annexation Application to effectuate the annexation of the Property into the City.("Annexation"). The Parties jointly understand, intend and agree that this Agreement shall, to the extent legally permissible, serve and be the equivalent of a "Pre - Annexation Agreement" by and between them, and may be interpreted and relied upon as such.

E. This Agreement is voluntarily entered into by Owner to implement the General Plan of the City of Beaumont and in consideration of the rights conferred and the procedures specified herein for the development of the Property. This Agreement is voluntarily entered into by the City in the exercise of its legislative discretion to implement the General Plan and in consideration of the agreements and undertakings of Owner hereunder.

F. On , 2024, the City Council of the City of Beaumont ("City Council") adopted the following land use related entitlements and development rights via approval of: (a) Resolution No. certifying the Beaumont Pointe Specific Plan Project EIR (ENV2019-0008), SCH Number 2020099007 and adopting findings, a Statement of Overriding Considerations and Mitigation Monitoring and Reporting Program ("MMRP"); (b) Resolution No. for a General Plan Amendment (PLAN2019-0284) changing the General Plan land use designations of the Property to commercial, industrial and open space ("GPA"); (c) Ordinance No. for Pre -Zoning the Property to specific plan (PLAN2019-0283); (d) Ordinance No. for Adoption of the Specific Plan (SP2019-0003); (e) Ordinance No. for adoption of the Beaumont Pointe Sign Program (PLAN2022-0856) ("Sign Program"); (g) Resolution No. for adoption of Vesting Tentative Parcel Map No. 38161 (PM2022-0014) ("TPM"); (g) Ordinance No. for adoption of this Agreement (PLAN2023-0906) and (h) Resolution No. for Minor Amendment to the Western Riverside County Multiple Species Habitat Conservation Plan; (collectively, Owner's application for this Agreement and its related applications for the GPA, Pre -Zoning, Specific Plan, Sign Program, TPM, and EIR inclusive of the MMRP are referenced in the aggregate as the "Entitlement Applications"). The approvals granted as requested by the Entitlement Applications in connection with the development of the Project as intended and proposed, whether effective upon the Effective Date or upon Annexation, and as further itemized on Exhibit "B" are referenced in the aggregate herein as the "Existing Project Approvals".

G. The City has given public notice of its intention to adopt this Agreement, has conducted public hearings thereon pursuant to Govt. Code Section 65867 and the Development Agreement Laws. The City has found that the provisions of this Agreement and its purposes are consistent with the objectives, policies, general land uses and programs specified in the General Plan as amended by the Existing Project Approvals and that the terms and conditions of this Agreement have undergone extensive review by the City, including the City Council, and have JP edits 4-10-2024
2 City of Beaumont/ Beaumont Pointe

been found to be fair, just and reasonable. The City has further concluded that the pursuit of the Project will promote the health, safety and welfare of the City and its citizens and provide substantial benefits to the City and its residents by, among other things, (a) providing the specific public benefits described below, including without limitation the Public Benefits Fee (defined below); (b) providing retail opportunities not currently sufficiently available in the community, including entertainment, recreation, hospitality, and restaurants; (c) creating employment opportunities in the commercial, retail, restaurant, hospitality and warehouse/industrial sectors; (d) conserving 230.82 acres of open space within and adjacent to MSHCP criteria cells and providing access for wildlife movement to Caltrans constructed and proposed wildlife undercrossings along the SR -60 Freeway abutting the northern Project boundary; (e) providing new economic benefit to the City and its residents, including new sales tax, property tax and transit occupancy tax revenues that can be used for City services and sufficient to permit annexation of the Property into the City; (f) creating transportation efficiencies by adding industrial uses along an existing industrial corridor in a location with superior access to the local and regional transportation network, thereby minimizing truck traffic on local streets and reducing vehicle miles traveled in the region; and (g) utilizing existing investment in capital improvements for water, reclaimed water, sewer, storm drain and circulation facilities to further the planned development of land in the City and in its sphere of influence to facilitate local and regional distribution of goods, while minimizing impacts to residents by locating new commercial and industrial facilities at a distance from residences.

H. It is the intent of the City and Owner that this Agreement be a legally binding contract which shall prevail over the provisions of any subsequently enacted moratoria, statutes, ordinances, limitations, or other measures, whether or not enacted by the City, or under the authority of the City by voter initiative or referendum, and whether or not such initiative, moratorium, referendum, statute, ordinance, limitation, or other measure relates, in whole or in part, to the rate, timing, sequence, or phasing of the development or construction of all or part of the Project or the improvements or affecting parcel or subdivision maps, building permits, occupancy certificates, or other entitlement or authorization to use the Property or to provide utilities which are issued by the City, subject only to the rights and powers reserved to the City under the terms of this Agreement and the requirements of California law.

I. The Project will require the construction of substantial public and private improvements, some of which improvements will benefit the Project, other property and developments within the vicinity of the Property and the entirety of the City. This Agreement will eliminate uncertainty in planning for and securing orderly development of the Project, provide the certainty necessary for Owner to make significant investments in public infrastructure and other improvements, assure the timely and progressive installation of necessary improvements, provide significant public benefits to the City that the City would not be entitled to receive without this Agreement and provide public services appropriate to each stage of development. Either of the Parties could easily be discouraged and deterred from making the long-term commitments inherent to the process of developing the Project on the Property. Both Parties desire to enter into this Agreement to reduce and/or eliminate as many development risks and uncertainties as possible.

J. As permitted by law through the City's consideration and approval of the Entitlement Applications filed by Owner and/or by this Agreement, the Parties desire to establish development standards and design guidelines for the Project, the permitted uses for the Project, JP edits 4-10-2024
3 City of Beaumont/ Beaumont Pointe

and to identify the scope of improvements to be required for the Project and, where appropriate, to provide for the payment or the specification of certain fees.

K. This Agreement will promote and encourage the development of the Property by providing Owner and its lenders and investors with a greater degree of certainty of Owner's ability to expeditiously and economically complete the Project and will provide the City, among other things, with certain public benefits that it could not otherwise obtain. The Parties agree that the consideration to be received by the City pursuant to this Agreement and the rights secured to Owner hereunder constitute sufficient consideration to support the mutual and respective covenants and agreements of the Parties.

L. In exchange for the benefits to the City, Owner desires to receive the assurance that it may proceed with the Project in accordance with the existing land use ordinances, subject to the terms and conditions contained in this Agreement and to secure the benefits afforded Owner by the Development Agreement Laws with respect to the Project. These assurances are of vital concern to Owner to offset or remove the disincentives and uncertainties inherent in development of the Project.

AGREEMENT

IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES OF THE PARTIES

CONTAINED HEREIN AND THE FOREGOING RECITALS WHICH ARE INCORPORATED HEREIN, THE CITY AND OWNER AGREE AS FOLLOWS:

1. General Provisions.

1.1 Definitions. The terms when used in this Agreement shall have the meanings set forth on Exhibit "F" attached hereto and incorporated herein by this reference.

1.2 Property Ownership and Binding Covenants. Owner represents that it has a legal or equitable interest in the Property and that all other Persons holding legal or equitable interests in the Property agrees to be bound by this Agreement. The Parties intend and determine that the provisions of this Agreement shall constitute covenants which shall run with said Property, and the burdens and benefits hereof shall bind and inure to all successors in interest of the Parties.

In order to provide continued notice thereof, the Parties will record this Agreement in the public records of Riverside County. The word "Owner" as previously defined and used herein shall include each and every successor Owner (including but not limited to each and every Assignee), apart from government or quasi -public agencies, of all or any portion of the Property, unless and until such Owner is released pursuant to the terms of this Agreement.

1.3 Effective Date and Term.

1.3.1 Generally. The term ("Term") of this Agreement shall commence on the date the Ordinance adopting this Agreement is effective ("Effective Date") and shall extend for a period of ten (10) years thereafter, unless said Term is terminated, modified or extended by circumstances set forth in this Agreement or by mutual consent of the Parties. Each Owner, provided it is not then in default under this Agreement, shall have the right to extend the Term with respect to the portion of the Property owned by it for an additional five (5) years as to the JP edits 4-10-2024
4 City of Beaumont/ Beaumont Pointe

portion of the Property owned by it by provision of written notice to the City no earlier than one hundred and eighty (180) days and no later than sixty (60) days prior to the expiration of the original Term. Owner shall submit a completed application for annexation of the Property to the City and LAFCO within twelve (12) months of the Effective Date and diligently and consistently pursue to completion of the annexation with LAFCO thereafter. If the Annexation Applications have not been approved by LAFCO on or before the date that is ten (10) years following the Effective Date as such date may be extended by Force Majeure Delay ("Outside Annexation Date") this Agreement shall terminate. In addition, this Agreement shall terminate with respect to Planning Area 10 or any portion thereof upon the conveyance of such land or an easement therein to the RCA or to another conservation agency or non-profit organization approved by RCA to which it is conveyed for conservation purposes.

1.3.2 Force Majeure Delay. The Term shall also be extended by Force Majeure Delay as provided herein. If any Party to this Agreement is prevented by Force Majeure Delay from performing its obligations under this Agreement, then on the condition that (a) the Party claiming the benefit of said Force Majeure Delay did not cause or contribute to said Force Majeure Delay and (b) said Force Majeure Delay was beyond said Party's reasonable control, the time for performance by said Party of its obligations under this Agreement shall be extended by a number of days equal to the number of days that said Force Majeure Delay continued in effect, or by the number of days it reasonably takes to repair or restore the damage caused by such Force Majeure Delay to the condition which existed prior to the occurrence of said event(s), whichever is longer, or longer as the Parties may mutually agree. Where there is an event of Force Majeure Delay, the Party prevented from or delayed in performing its obligations under this Agreement must notify the other Party in writing within thirty (30) calendar days from the date on which it becomes aware, or should be aware utilizing reasonable diligence, of such Force Majeure Delay giving such particulars of the event of Force Majeure Delay as are then reasonably known and that are preventing said Party from, or delaying said Party in, performing its obligations under this Agreement. Except as otherwise specifically set forth in this Agreement, all time periods under this Agreement relating to non -monetary obligations under this Agreement, including but not limited to the Term, shall be extended for Force Majeure Delay in accordance with this Section, such that no Party shall be in default for an excused Force Majeure Delay.

1.3.3 Effect of Termination. Following the expiration of the Term, this Agreement shall terminate and be of no further force and effect and the City shall cause a written notice of termination to be recorded with the County Recorder; provided that such termination shall not automatically affect any right, obligation or duty on the part of the City or Owner arising from the Project Approvals or actions relating to the Property taken or issued prior to the expiration or termination of the Term.

1.4 Equitable Servitudes and Covenants Running With the Land. Any successors in interest to the City and Owner shall be subject to the provisions set forth in Govt. Code Sections 65865.4 and 65868.5. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do, or refrain from doing, some act with regard to the development of the Property: (a) is for the benefit of and is a burden upon the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each successor in interest to Owner during ownership of the Property or any portion thereof and upon each successor in interest to the City. Nothing herein shall waive or limit the provisions of Section JP edits 4-10-2024
5 City of Beaumont/ Beaumont Pointe

1.5, and no successor Owner of the Property, any portion of it, or any interest in it shall have any rights in this Agreement except as Assigned to the successor by Owner in writing pursuant to Section 1.5 below.

1.5 Right to Assign.

1.5.1 Subject to the other provisions of this Agreement, Owner shall have the right to Assign (and each such action is referred to herein as an "Assignment"), in whole or in part, its rights and interests in and to the Property and its related obligations under this Agreement to a third party during the term of this Agreement.

1.5.2 Except as set forth in Sections 1.5.3, 1.5.5 and 1.5.6 below, no Assignment shall be effective until the City, by action of the City Council, approves the Assignment. Approval shall not be unreasonably withheld, conditioned or delayed provided the proposed Assignee provides complete documentation to the City along with the formal request for approval of Assignment that:
(a) The proposed Assignee (or, at the discretion of the Assigning Owner, the Assigning Owner acting as guarantor of Assignee's performance) has the financial ability to meet the obligations proposed to be Assigned and to undertake and complete the obligations of this Agreement affected by the Assignment; and (b) The proposed Assignee has adequate experience with similar developments of comparable scope and complexity to the portion of the Project that is the subject of the Assignment. Any request for City approval of an Assignment shall be in writing and accompanied by certified financial statements of the proposed Assignee for the three (3) most recent fiscal years and any additional information concerning the identify, financial condition and experience of the proposed Assignee as the City may reasonably request; provided that, any such request for additional information shall be made, if at all, not more than fifteen (15) business days after the City's receipt of the request for approval of the proposed Assignment. If the City wishes to disapprove any proposed Assignment, the City shall set forth in writing and in reasonable detail the grounds for such disapproval. Failure by the City to approve or disapprove the proposed Assignment by the later of the second regularly scheduled City Council meeting following the delivery to the City of Owner's written request for Assignment shall be deemed to be approval of the proposed Assignment by the City if the request for Assignment includes the following warning printed in bold type not smaller than 12 points:

NOTICE IS HEREBY GIVEN THAT FAILURE TO APPROVE
THE REQUESTED MATTER WITHIN 30 DAYS SHALL BE
DEEMED AN APPROVAL PURSUANT TO SECTION 1.5.2 OF
THE DEVELOPMENT AGREEMENT.

1.5.3 Following issuance of a certificate of occupancy for any completed Building or completion of construction on any parcel, the right of the City to approve any Assignment shall terminate as to such Building and/or parcel, as applicable.

JP edits 4-10-2024
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1.5.4 Upon (a) the Assignment of Assigning Owner's interests to an Assignee and, if such consent is required by Section 1.5.2, consent by the City pursuant to Section 1.5.2 and (b) the execution and recording in the Official Records of Riverside County of an assignment and assumption agreement pursuant to which the Assignee assumes the obligations of Assignor (and to which City shall have consented if consent to such Assignment is required by Section 1.5.2), Assigning Owner shall be released from all obligations of Owner under this Agreement assumed by the Assignee under the assignment instrument. Notwithstanding the consent rights of the City set forth in Section 1.5.2, the City shall not have the right to withhold its consent to any Assignment or to the release of any Assigning Owner with respect to compliance with this Agreement, performance of Public Benefits, provision of Public Improvements, payment of Development Fees or satisfaction of Exaction requirements if the same are conditions (whether imposed by the Specific Plan or other Project Rules) to the development of the portion of the Property Assigned to Assignee and such obligations are assumed by Assignee or, as to Public Improvements, if bonds have been posted or other security for such Public Improvements has been provided to the City.

1.5.5 Owner shall have the right upon at least fifteen (15) calendar days prior written notice to the City to Assign all or any portion of the Property to a Lender in connection with the granting of a mortgage or deed of trust, hypothecation, pledge, Assignment for security purposes, bond, grant of taxable or tax exempt funds from a governmental agency or other security interest or any documents constituting or relating to a sale -leaseback transaction without the obligation to comply with Section 1.5.2 and without consent of the City, but only for the purpose of securing loans of funds to be used for financing the acquisition of the Property, the development and construction of improvements on the Property, performance of mitigation and Public Benefits and other development related to the Property, and other necessary and related expenses including but not limited to payment of fees, taxes and assessments. The holder of any mortgage, deed of trust or other security arrangement with respect to the Property, or any portion thereof, shall not be obligated under this Agreement to construct or complete improvements or to guarantee such construction or completion, but shall otherwise be bound by all of the terms and conditions of this Agreement. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Property, or any portion thereof, to any uses, or to construct any improvements thereon, other than those uses and improvements provided for or authorized by this Agreement and the Project Rules, subject to all of the terms and conditions of this Agreement.

1.5.6 Subject to the other applicable requirements of this Section 1.5, Owner shall have the right upon at least fifteen (15) business days prior written notice thereof to City and without the obligation to comply with Section 1.5.2 and without consent of the City: (a) to transfer Control of Owner to an Owner Affiliate, (b) to Assign Owner's interest in the Property and the Project or any portion thereof to an Owner Affiliate; (c) to lease or sell any pad or parcel to a Person operating or proposing to operate a business in any Building or leasable space, whether as an owner or ground lessee of a parcel or Building on the Property, or as a tenant holding a leasehold interest in a leasable space in a Building on the Property, (d) to Assign any portion of the Project or any easement or license interest therein to the City or another governmental entity, including RCA, or another conservation agency or non-profit organization with the approval of RCA, as necessary or desirable for the development of the Project or preservation of open space, or to a property owners' association, maintenance district or any similar entity to the foregoing; or (e) to make an assignment or collateral assignment for the purposes specified in Section 1.5.5 above.

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1.5.7 Except as otherwise set forth in Section 1.5.5 or Section 12, following Assignment and assumption of all or any portion of the Project or the Property, each Assignee shall be an Owner having the obligations of an Owner under this Agreement and shall be responsible to complete the improvements within the portion of the Property it acquires and all related Public Improvements not then completed required to serve or otherwise materially benefitting such portion of the Property and the Project to be constructed thereon. In addition, if bonds or other security are then in place to secure obligations under a subdivision map or other obligation, Assignee shall provide for the Assignment of existing security and bonds or issuance of new substitute security or bonds prior to the effective date of such Assignment. However, no act or omission of any Owner ("Defaulting Owner") shall by itself constitute a default by another Owner, and the City shall have no obligation whatsoever to cure any such default for the benefit of any other Owner within the Project.

1.6 Notices. Formal written notices, demands, correspondence and communications between the City and Owner shall be sufficiently given if dispatched by certified mail, postage prepaid, to the principal offices of the City and Owner by the means set forth in Section 8 hereof.

Such written notices, demands, correspondence and communications may be directed in the same manner to such other Persons and addresses as either Party may from time to time designate.

Owner shall give written notice to the City concurrently with the close of escrow and no later than five (5) calendar days following the Assignment of any portion of the Property and/or Assignment of its rights, interests and obligations under this Agreement, setting forth the portion of the Property Assigned, the name of Assignee and Assignee's mailing address, the name and address of a single person to whom any notice relating to this Agreement shall be given, the effective date of the Assignment and any other information reasonably necessary for the City to consider the approval or any other action the City is required to take under this Agreement.

1.7 Amendment of Agreement. This Agreement may be amended from time to time by mutual consent of the Parties, in accordance with the provisions of Govt. Code Sections 65867 and 65868.

1.8 Major Amendments and Minor Amendments.

1.8.1 Major Amendments. Any amendment to this Agreement which affects or relates to (a) the Term of this Agreement; (b) amendment of the uses allowed on the Property; (c) provisions for the reservation or dedication of land; (d) conditions, terms, restrictions or requirements for subsequent discretionary actions; (e) the density or intensity of use of the Property or the maximum height or square footage of proposed Buildings or other structures or improvements; or (f) monetary contributions by Owner, shall be deemed a "Major Amendment" and shall require the giving of notice and approval or disapproval in a public hearing before the Planning Commission and the City Council. Any amendment which is not a Major Amendment shall be deemed a Minor Amendment subject to Section 1.8.2 below. The City Manager or his or her delegee shall have the authority to determine if an amendment is a Major Amendment subject to this section or a Minor Amendment subject to Section 1.8.2 below. The City Manager's determination may be appealed to the City Council. Major Amendments shall apply to the matters outlined in this Section 1.8.1 but shall not apply to modifications specifically called out within the Specific Plan, including but not limited to certain substantial conformance determinations and minor modifications pursuant to Section 5.2.2 of the Specific Plan (note that certain other JP edits 4-10-2024
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substantial conformance determinations require Planning Commission Approval) and further, adoption by the City of a Specific Plan Amendment shall not, in and of itself, require a Major Amendment or Minor Amendment to this Agreement.

1.8.2 Minor Amendments. The Parties acknowledge that refinement and further implementation of the Project may demonstrate that certain minor changes may be appropriate with respect to the details and performance of the Parties under this Agreement when a Major Amendment is not required ("Minor Amendment"). The Parties desire to retain a certain degree of flexibility with respect to the details of the Project and with respect to those items covered in the general terms of this Agreement. If and when the Parties find that clarifications, minor changes, or minor adjustments are necessary or appropriate and do not constitute a Major Amendment under Section 1.8.1 above, they shall effectuate such clarifications, minor changes or minor adjustments through a written Minor Amendment approved in writing by Owner and the City Manager. Unless otherwise required by law, no such Minor Amendment shall require prior notice or hearing, nor shall it constitute an amendment to this Agreement. The Authority to enter into such Minor Amendments is hereby delegated to the City Manager and the City Manager is hereby authorized to execute any Minor Amendments without further City Council action.

2. Development of the Property.

2.1 Vested Rights; Permitted Uses and Development Standards. In accordance with and subject to the terms and conditions of this Agreement, Owner shall have the vested right to develop the Project and the Property for the uses and in accordance with and subject to the terms and conditions of this Agreement and the Project Rules. The City covenants that it will not initiate, so long as this Agreement remains in effect, any amendment to the General Plan or the Project's zoning as established by the Specific Plan in a manner that is inconsistent with the Project Rules.

To carry out the intent of the Specific Plan, which creates a framework for development that allows for subsequent submittals of plot plans and signage approvals by phase, the Applicable Rules shall apply to and govern the Subsequent Project Approvals. The full list of permitted and conditionally permitted uses is established in the Specific Plan. The City acknowledges that Buildings in the commercial and industrial areas of the Property will be leased and/or conveyed to third parties and that such Buildings may be used for the range of uses described in the Specific Plan.

2.2 Specific Plan Implementation Regulations. The Specific Plan establishes certain implementation regulations including but not limited to development criteria, infrastructure improvement standards, permitted and conditionally permitted uses, development standards and Planning Area standards and provides for a variety of determinations including but not limited to substantial conformance determinations, and approvals with respect to signage, plot plans and other permits and approvals that are incorporated into this Agreement by this reference and are part of the vested rights. The City agrees that it shall process subsequent discretionary approvals and Ministerial Approvals in accordance with such provisions to the extent applicable. Designation of an item in the Specific Plan as subject to administrative review is not a determination that such approval is a discretionary action, provided that the City does not waive its discretion under applicable law. The ultimate uses, densities and intensities of use shall be consistent on an overall basis with the applicable sections of the Specific Plan and any density transfer or change in the size, density, floor area or land use of the Planning Areas or any of them shall fully conform with the requirements of the Specific Plan and this Agreement. Nothing herein shall be deemed or JP edits 4-10-2024
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interpreted to permit development in Planning Area 10. Owner shall have the right to change the use of or modify the size of any Planning Area and/or to increase the density and intensity of use of any Planning Area in excess of the density and intensity limitations specified under the Existing Project Approvals subject to a Specific Plan Amendment under Section 5.2.4 thereof changing the land use or reallocating the density or intensity of uses with the Planning Areas; provided that nothing in this Agreement shall require an amendment of the Specific Plan if the modification of the land use, size, density or intensity of use of any Planning Area requested is authorized pursuant to an alternative modification procedure established by Section 3.3.1, 3.4.1 or 5.2 of the Specific Plan or otherwise. The City shall establish and Owner shall comply with procedures for review and approval of and maintenance of a record of any increase or reduction in the net acreage and/or development intensity of each Planning Area pursuant to a substantial conformance determination under Section 5.2.4 of the Specific Plan or other amendment or modification to the Specific Plan to ensure that the Project does not exceed the authorized development envelope set forth in the Specific Plan and to assure that the rights of each and every Owner within the Property are not adversely affected by such modification without its prior consent. Such procedure shall also allow the City to record lift station flows from each proposed Building and any change in land use in a Planning Area from land uses analyzed in the EIR, and to require compliance with Section 5.2.8 of the Specific Plan as part of Owner's application. The Parties agree that such procedures and modifications do not independently trigger a requirement for new environmental analysis or subject the Project to additional burdens not addressed in the Specific Plan. Additionally, notwithstanding the language of this Section or any other language in this Agreement, all specifications, standards and policies regarding the design and construction of Public Improvements, if any, shall be those that are in effect at the time the applicable Public Improvement plans are being processed for approval.

2.3 Subsequent Project Approvals.

2.3.1 Discretionary Approvals. The vested right to develop the Project granted to Owner pursuant to this Agreement may require the Owner seek subsequent discretionary approvals. In reviewing and acting upon these subsequent discretionary approvals, and except as otherwise set forth in this Agreement, the City shall not impose any conditions that preclude the development of the Project for the uses or the density and intensity of use set forth in the Specific Plan. Any subsequent discretionary approvals, including conditional use permits and plot plan approvals, shall become part of the Project Approvals once approved and after all appeal periods have expired or, if an appeal is filed, after the appeal is decided in favor of the approval. In reviewing and approving applications for subsequent discretionary approvals, the City may exercise its discretionary review and may attach such conditions and requirements as may be deemed necessary or appropriate to carry out the policies, goals, standards and objectives of the General Plan and to comply with legal requirements and policies of the City pertaining to such reserved discretionary approvals, so long as such conditions and requirements do not preclude the uses and/or the density and intensity of use set forth in this Agreement and are not inconsistent with the Applicable Rules. The City shall fully comply with the applicable provisions of the Permit Streamlining Act with respect to the review of proposed quasi-judicial permit applications. The City shall process and take final action on Owner's applications for other Subsequent Project Approvals in accordance with all applicable laws. The City shall employ all lawful actions capable of being undertaken by the City to promptly acknowledge all complete applications for Subsequent Project Approvals and process such applications in accordance with the Applicable Rules.

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Subsequent Project Approvals for the Project shall not be disapproved, conditioned or delayed by City for reasons inconsistent with the Applicable Rules in effect at the time as a Subsequent Project Approval applicable to the Property is approved by the City in accordance with this Agreement.

Any such approval shall become subject to all of the terms and conditions of this Agreement, shall be treated as a Project Approval and shall be vested under this Agreement.

2.3.2 Ministerial Approvals. The City shall use reasonable efforts to expedite the processing of requests for and the issuance of all Ministerial Approvals after application is made therefor and, in all events, shall process such requests consistent with City's normal processing timelines for similar permits and approvals.

2.3.3 Expedited Processing of Entitlement Applications and Plan Check.

The City shall use reasonable efforts to provide expedited processing of entitlement applications, including for discretionary approvals and Ministerial Approvals, and an expedited plan check process for the review of improvement plans and building plans for the Project, and may hire third - party reviewers for such purpose. Within two (2) weeks of a written request by Owner, the City shall determine whether expedited processing or plan check is feasible for the requested work. If the City determines that expedited processing or plan check is feasible and requires the retention of an outside consultant(s) for review of Owner's improvement plans and building plans, and provided that Owner executes a reimbursement agreement whereby it deposits in advance monies needed to retain and pay such outside consultants, the City shall retain such outside consultant(s).

The outside consultant(s) shall be at the sole selection of the City and shall be paid for at the sole cost and expense of Owner as further provided in the reimbursement agreement. Upon written request, Owner shall advance a deposit sufficient to cover the City's estimated costs of retaining the outside consultant(s). Such deposit shall be replenished as necessary, from time to time, to assure that the City shall not bear any of the cost of the outside consultant

2.3.4 Duration of Maps and Project Approvals. Pursuant to Govt. Code Section 66452.6(a), the duration of all tentative maps filed by Owner with respect to the Property or any portion thereof and approved by the City shall remain in effect for the Term of this Agreement and shall terminate concurrently with the termination of this Agreement if no final map is then recorded. If Owner, in its sole and absolute discretion, chooses to process vesting tentative maps, City shall process such vesting maps in accordance with the Applicable Rules and the Subdivision Map Act. Tentative maps, either vesting or non -vesting, may be processed in phases subject to the Applicable Rules and Subdivision Map Act. In addition, all Existing Project Approvals and all plot plans, conditional use permits, substantial conformance determinations and other permits and approvals issued by the City with respect to the Property pursuant to the Specific Plan shall automatically be extended, without the need for filing extension applications, and shall remain in effect for Term of this Agreement.

2.4 CEQA. The evaluation of environmental impacts for the BEAUMONT POINTE Specific Plan is contained in the project's Environmental Impact Report (ENV2019-0008), a project level environmental impact report certified by the City concurrently with the approval of the Existing Project Approvals. It is the intent of the City, as set forth in the Specific Plan Sections 5.2.1, 5.2.2 and 5.2.6, that applications for plot plans, substantial conformance approvals and other entitlements that are contemplated by and generally consistent with the Specific Plan shall be addressed administratively. The need for subsequent environmental review shall be JP edits 4-10-2024
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evaluated by the Community Development Director pursuant to Public Resource Code Section 21166 and the relevant provisions of the CEQA Guidelines. The Community Development Director shall make the determination as to the level of CEQA documentation, if any, (exemption, addendum, supplemental EIR, supplemental MND, or subsequent EIR) that is appropriate and may request and obtain technical information as necessary to make this determination. Further, because the Project has already been extensively analyzed in the EIR, no new CEQA analysis for Subsequent Project Approvals, including but not limited to individual Buildings or phases of the Project is intended to be required, provided that (a) such Buildings or phases comply with the terms and conditions of the Project Rules and this Agreement, and (b) none of the conditions are present that require further environmental review under CEQA on the Effective Date, in particular Public Resources Code Section 21166.

2.5 Development Timing and Phasing.

2.5.1 Generally. The Parties acknowledge that Owner cannot at this time predict with certainty when or the rate at which phases of the Property would be developed. Such decisions depend upon numerous factors which are not all within the control of Owner, such as market orientation and demand, interest rates, competition and other factors. Because the California Supreme Court held in Pardee Construction Co. v. the City of Camarillo, 37 Ca1.3d 465 (1984), 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 controlling the Parties' agreement, it is the intent of the City and Owner to hereby acknowledge and provide for the right of Owner to develop the Project in such order and at such rate and times as Owner deems appropriate within the exercise of its sole and subjective business judgment, subject to the terms, requirements and conditions of the Project Rules, including but not limited to the infrastructure phasing requirements therein, and this Agreement. The City acknowledges that such a right is consistent with the intent, purpose and understanding of the Parties to this Agreement, and that without such a right, Owner's development of the Project would be subject to the uncertainties sought to be avoided by the Development Agreement Laws and this Agreement. Owner shall use commercially reasonable efforts, in accordance with its reasonable business judgment and taking into consideration market conditions and other economic factors influencing Owner's sole and subjective business judgment, to commence or to continue development, and to develop the Project in a regular, progressive and timely manner in accordance with the provisions and conditions of this Agreement and with the Project Rules, however, Owner shall not, by reason of its entry into this Agreement or commencement of any phase of the Project, have an obligation to commence construction of any phase or portion of the Improvements other than Improvements already commenced and related infrastructure.

2.5.2 Project Not Subject to Restrictions. Subject to Development Agreement Laws, Owner and the City intend that, except as otherwise provided herein, this Agreement shall vest the Project Rules against subsequent City resolutions, ordinances, growth control measures, initiatives and referenda (other than a referendum that specifically overturns the City's approval of the Project Approvals) that would directly or indirectly limit the rate, timing or sequencing of development, or would prevent or conflict with the land use designations, permitted or conditionally permitted uses on the Property, design requirements, density and intensity of uses as set forth in the Project Rules, and that any such resolution, ordinance, measure, initiative or referendum shall not apply to the Project Approvals and the Project. In the event of a conflict JP edits 4-10-2024
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between this Agreement and the Specific Plan, this Agreement shall control to the extent of such conflict. The orderly and measured build -out of the Project and the Project Rules will allow for the absorption of the new development into the community and the integration of the Project into the community.

2.5.3 Infrastructure Improvements and Phasing. Consistent with this Agreement and the Project Approvals, each final map implementing the TPM shall include a detailed description of the infrastructure improvements and other requirements for the phase shown in the particular final map. As necessary for orderly development of the Project, the City may modify the Public Improvement requirements necessary to serve each phase as shown on particular final maps so long as such modifications substantially comply with the intent of this Agreement and the Applicable Rules. The infrastructure phasing plan for Public Improvements set forth in Section 5.3 of the Specific Plan has been proposed in response to market demands. The exact order in which the Public Improvements are constructed is dependent upon the location of each Planning Area and its expected development timing. The phasing schedules and figures in the Specific Plan are preliminary and conceptual only and may undergo modification as construction commences. The City agrees that Owner may employ phased final maps, approved in accordance with Govt. Code Section 66452.6, in order to implement the TPM. Construction of the development permitted hereby, including but not limited to coordination of final subdivision maps, may be done progressively in stages in any phasing order, provided the Public Improvements are constructed to adequately service the development and as needed to preserve the public health, safety and welfare in each phase of development and further provided that such phase of development conforms substantially with the intent and purpose of the Specific Plan. Due to possible unforeseen changes in market conditions and absorption rates, actual development of the Project may occur at an accelerated or slower rate in fewer or more phases. The Parties acknowledge and agree that Owner may modify the phasing plan at any time, in its sole and absolute discretion, as long as each phase or each Building in each phase is adequately serviced with all necessary Public Improvements. Modifications to the phasing plan shall be not require an amendment to this Agreement or the Specific Plan unless such phasing is inconsistent with this Agreement or the Specific Plan.

2.5.4 Development of Commercial Parcel. Prior to the issuance of a Certificate of Occupancy for any building within the Project, Owner shall improve and complete the commercial parcel (Planning Area 1) by grading the pad, installing curbs, gutters, storm drains, surrounding streets and installing utilities in the streets including water, sewer, electricity, natural gas (if applicable), fire lines, telephone lines, and cable as needed to procure building permits for the commercial parcel as required by the Specific Plan. ("Infrastructure Improvements"). The Infrastructure Improvements shall be substantially in accordance with the Plans and Specifications and applicable law.

2.6 Property Acquisition for Offsite Infrastructure. Owner shall, in a timely manner as determined by the City and consistent with the requirements of the Project and the conditions of approval for the Project, acquire the property rights necessary to construct or otherwise provide the Public Improvements contemplated by this Agreement and the Project Approvals. In any instance where Owner is required to construct any Public Improvement on land within the municipal limits of the City, as same are determined following the Annexation of the Property into the City, and to which neither Owner nor the City has sufficient title or interest, including fee title, JP edits 4-10-2024
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an easement, right of way or license determined necessary by the City, Owner shall make reasonable, good faith efforts to acquire such title or interest for at least 90 days. For the purposes of this Section, "reasonable good faith efforts" shall include proof that Owner made a written offer to purchase the property interest at fair market value, in accordance with an appraisal conducted by an MAI appraiser. If Owner is unable to acquire such title or interest despite demonstrating to the City such reasonable, good faith efforts, Owner may request of the City in writing and the City shall, subject to compliance with all applicable laws governing notice, hearing and deliberation, consider the acquisition of such title or interest by condemnation provided Owner funds the cost of such activities in advance. If the City intends to approve the acquisition of such title or interest by condemnation, Owner shall first be required to enter into a reimbursement agreement with City whereby Owner deposits monies with City to all costs associated with such acquisition or condemnation proceedings including but not limited to attorneys' fees, expert witness fees, cost of the property interest being acquired and jury awards of any kind and all of the legal, appraisal and other costs reasonably incurred by City related to the acquisition of such title or interest by condemnation in accordance with applicable law. Upon acquisition of the necessary interest in land, or upon obtaining a right of entry, either by agreement or court order, Owner shall commence and complete the public improvements. This requirement shall be included, and, if necessary, detailed, in any subdivision improvement agreement entered into between Owner and the City pursuant to Govt. Code § 66462. If Owner does not perform its obligations under this Agreement after the City Council approves the proposed acquisition through adoption of a resolution of necessity to condemn, the City, in its discretion, may suspend the issuance and effectiveness of the Project Approvals, entitlements and subsequent discretionary approvals (if any) for the Property.

2.7 Fee Credits and/or Reimbursement for Construction of Certain Facilities.

2.7.1 Traffic and Transportation Improvements. Subject to the terms of Section 5.2.8 of the Specific Plan and as a condition to issuance by the City of a certificate of occupancy for the first Building in the phase of the Project for which that improvement or fee is identified in the Traffic Analysis dated September 22, 2023, prepared by Urban Crossroads Inc. ("Traffic Study"), Owner shall (a) pay for and, if requested by the City, construct the traffic and transportation improvements listed on Exhibit "D" to this Agreement ("Offsite Traffic Improvements") and (b) pay Fair Share Fees, other Development Fees and Riverside County Transportation Uniform Mitigation Fees ("TUMF"), applicable to the Project as identified in Table 1-4 of the Traffic Study. All Fair Share Fees and other Development Fee payments made by Owner shall be dedicated by the City to funding the cost to construct such improvements. TUMF is administered by the Western Riverside Council of Governments ("WRCOG").

2.7.2 Fee Credits. The Offsite Traffic Improvements to be constructed directly by Owner are oversized Public Improvements in that Owner is conditioned to construct such improvements that the Parties agree are identified in the DIF Study and for which the cost will exceed the fees due for such improvements from the Project as specifically provided in the Traffic Study and approved by the City. In consideration for Owner, at its own cost and expense or through a community facilities district, funding and, if requested by the City, constructing such oversized Offsite Traffic Improvements, Owner shall receive credits towards the payment of amounts otherwise due and payable by Owner as Development Fees ("Owner's Fee Credit") provided the oversized Offsite Traffic Improvements are specifically identified in the DIF Study.

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TUMF in its discretion and subject to its rules. The City has no liability or obligations to collect or administer TUMF fees at this time. Alternatively, at the election of the Owner, oversized Public Improvements may be recovered by Owner under the procedures in Section 2.8.3(b) applicable to Additional Capacity

2.7.3 Crossroads Lift Station Upgrades; Reimbursement Agreement. (a) Crossroads Lift Station Upgrade Requirements. Prior to receiving the first certificate of occupancy for any Building on the Property, Owner will be required to make certain upgrades and improvements ("Crossroads Lift Station Upgrades") to the existing off -site Beaumont Crossroads sewer lift station ("Crossroads Lift Station") as specified in the Preliminary Design Memorandum for the Improvements to the Beaumont Crossroads Lift Station dated October 4, 2023 ("Crossroads Design Memorandum"). The Crossroads Lift Station Upgrades are designed to accommodate the flow from the On -Site Lift Station (defined in Section

2.12) servicing the Project plus additional wet well capacity as provided below. Certain technical matters in the Crossroads Design Memorandum have not been approved by City and remain subject to further study and analysis by the City's consultants; therefore, the Crossroads Design Memorandum shall be subject to such modification and change as determined by the City's consultant, and such study with changes and modifications shall be deemed and defined as the Crossroads Design Memorandum. The Parties agree that the land uses, building square footage and acreage for the Project upon which the projected sewer flows from the On -Site Lift Station and the size of the Crossroads Lift Station Upgrades are based on data identified on Table 1 in Exhibit "E" to this Agreement. In addition, the peak sewer generation flows for each Planning Area within the Project are based upon the uses, square footage and acreage in Table 1 and Table 2 in Exhibit "E" to this Agreement. The Crossroads Lift Station Upgrades will allow 514 gallon per minute flows ("New Pumping Capacity"). The Crossroads Lift Station Upgrades include construction of a wet well that is designed to accept capacity in excess of that required for the anticipated projected ultimate build out of the Project ("Additional Wet Well Capacity"). (b) Reimbursement Agreement. Owner shall be entitled to receive a reimbursement for Additional Wet Well Capacity for the Crossroads Lift Station and, if applicable pursuant to Section 2.8.2, Offsite Traffic Improvements (collectively, "Additional Capacity") from future parties who will benefit from such Additional Capacity provided that when Owner becomes aware of any future property that would be subject to this reimbursement requirement the Owner provides written notice to City prior to issuance of entitlements for development on such property identifying such future property and the amount of the reimbursement proposed. The City shall enter into an agreement to reimburse Owner from development agreement fees, CFD funds, grants or other fees paid for the Additional Capacity by developers of other properties contributing their fair share to such Additional Capacity or funded by the CFD funds. Owner shall have no obligation to construct the Crossroads Lift Station Upgrades or Offsite Transportation Improvements, if applicable pursuant to Section 2.8.2, prior to execution of a reimbursement agreement or reimbursement agreements for such improvements and the applicable provisions of Govt. Code Sections 66485-66489 (each a "Reimbursement Agreement" and, collectively, "Reimbursement Agreements") between Owner and the City, to recover the total amount financed as and when such projects receive grading permits. The Parties acknowledge that the goal of any such Reimbursement Agreement is to seek to assure that all future projects pay their fair share of the cost of the Additional Capacity, as determined by the City. Without limiting the effect of the JP edits 4-10-2024
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foregoing , the City will have no direct financial or other liability to Owner under any Reimbursement Agreement; but will only administer reimbursements from projects that benefit from the Additional Capacity. Such separate agreement shall have a term of no longer than twenty- five (25) years. To ensure that owners of property and municipalities which reasonably benefit from the Additional Capacity ("Benefiting Parties") pay their fair share for such improvements, the City hereby agrees that to the extent that it has legal authority to do so it shall condition or otherwise require that Benefiting Parties pay for such improvements, either through development agreements, subdivision improvement agreements or other mechanisms with the City or by requiring that such Benefiting Parties and municipalities enter into agreements with Owner directly. The Reimbursement Agreement between the City and Owner shall provide that if and when a particular property benefiting from the Additional Capacity is developed, the City shall either reimburse Owner for the pro rata share of the costs of the Additional Capacity actually received by it or shall enforce the condition or obligation for payment set forth in any separate agreement or the right to so enforce the separate agreement to Owner. Owner shall have no recourse against the City under the Reimbursement Agreement except that the City shall have obligation, enforceable by Owner, to pay to Owner, until Owner is fully reimbursed for the costs of the Additional Capacity, any monies it receives from developers or other sources for the Additional Capacity, including but not limited to grant funding. Similarly, if the Benefiting Party fails to reimburse Owner for the Additional Capacity, Owner shall have no recourse against the City; however, Owner shall retain all rights against the Benefiting Parties and benefited property, if any. In no case shall the City be obligated to reimburse Owner from general funds of the City.

Whenever in this Agreement or in future reimbursement agreements the City is making reimbursements to Owner, the reimbursements shall be made on a quarterly basis. The City shall not reimburse Owner for costs of interim temporary improvements (improvements with a service life of less than 5 years) as determined by the City.

2.7.4 Application of Fee Credits and Reimbursement Rights. Owner's Fee Credit or right of reimbursement for Offsite Traffic Improvements shall vest for each improvement upon payment, or construction, as specified in Section 2.8.1 or 2.8.3 (b), as applicable. Owner's Fee Credit or right of reimbursement for Additional Wet Well Capacity shall vest upon completion of construction of the Additional Wet Well Capacity described in Section 2.8.3(a). Owner's Fee Credit and reimbursement amounts may reflect actual "hard" and "soft" costs of design, construction and land acquisitions and/or right of way acquisition costs arising from or related only to Owner transactions with third parties in Owner's performance under this Agreement as to the Offsite Traffic Improvements and Additional Wet Well Capacity.

2.8 Rules, Regulations and Official Policies; Future Rules.

2.8.1 Applicable Rules. During the Term, the rules, regulations, ordinances and official policies governing the permitted uses of land, the density and intensity of use, conceptual architecture, and improvement of the Property including but not limited to the maximum height and size of proposed Buildings and other structures and improvements on the Property, shall be those rules, regulations and official policies in force on the effective date of the ordinance enacted by the City Council approving this Agreement. Except as otherwise provided in this Agreement, (a) the permitted uses of the Property shall include construction of commercial and/or industrial Buildings and appurtenant structures, installation of all improvements and infrastructure reasonably incident thereto, and all other uses permitted under the Specific Plan JP edits 4-10-2024
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approved contemporaneously with this Agreement, as the same may be amended from time to time in accordance with the provisions of this Agreement, and this Agreement. The density and intensity of use of the Property and the maximum height and size of proposed Buildings shall be as set forth in the Specific Plan and the other Project Rules. To the extent any future changes in the General Plan, Specific Plan, zoning codes or any future rules, ordinances, regulations or policies adopted by the City purport to be applicable to the Property but are not consistent with the terms and conditions of this Agreement, the terms of this Agreement and the Applicable Rules in effect prior to such changes shall prevail.

2.8.2 Reservation of Rights. Unless permitted pursuant to clauses (a) through (e) of this Section 2.9.2, any future changes in the General Plan, Specific Plan, zoning codes or future rules, ordinances, regulations or policies including any moratorium, whether adopted by initiative or referendum or otherwise, shall be deemed to be inconsistent with the vested rights conferred by this Agreement and shall therefore not be deemed Future Rules and shall not be applicable to the development of the Property or the Project; provided that the following are deemed not to be inconsistent with the Applicable Rules:
(a) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure excluding those specifically set forth in the Specific Plan or this Agreement. (b) The application to development of the Property of changes in City laws, regulations, plans or policies, the terms of which are specifically mandated and required by changes in state or federal laws or regulations. To the extent that any actions of federal or state agencies (or actions of regional and local agencies, including the City, required by federal or state agencies) have the effect of preventing, delaying or modifying development of the Property, the City shall not in any manner be liable for any such prevention, delay or modification of said development. Owner is required, at its cost and without cost to or obligation on the part of the City, to participate in such regional or local programs and to be subject to such development restrictions as may be necessary or appropriate by reason of such actions of federal or state agencies (or such actions of regional and local agencies, including the City, required by federal or state agencies). In the event state or federal laws or regulations enacted after this Agreement is entered into are inconsistent with or prevent or preclude compliance with one or more provisions of this Agreement and/or require changes in Project Approvals, each Party shall provide the other Party with a copy of such law or regulation and written notice concerning the conflict with this Agreement or the required change in Project Approvals. The Parties shall, within thirty (30) days of the first such notice, meet and confer in good faith in a reasonable attempt to modify this Agreement and/or the Project Approvals to comply with such law or regulation in the manner that is least disruptive to the vested rights and Applicable Rules in effect prior to such new law and the purpose and intent of this Agreement. In the event that no modifications are agreed upon, Owner shall have the right to terminate this Agreement.
(c) Regulations that may be inconsistent with the Applicable Rules but that are reasonably necessary to protect the public health and safety. In determining whether any such regulations are reasonably necessary to protect the public health and safety as set forth above, the City Council shall make findings, based on evidence presented to and accepted by the City Council, that the changes are reasonably necessary to protect the public health or safety. The JP edits 4-10-2024
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provisions of this Section do not apply to any measure adopted by initiative. To the extent possible, any such regulations shall be applied and construed to minimally impact Owner's rights provided under this Agreement. No such subsequently adopted changes in the General Plan, Specific Plan, zoning codes or rules, ordinances, regulations or policies of the City shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Existing Project Approvals, as the same may be amended in accordance with the requirements of this Agreement. (d) Regulations that are not inconsistent with the Project Rules. (e) Regulations that are inconsistent with the Applicable Rules provided each Owner to which such regulations would be applicable has given written consent to the application of such regulations to development of the Property.

If application of a subsequently enacted law, rule, regulation or policy under Section 2.9.2(b) through (e) above results in a reduction in the scope of the Project (as by reducing the permitted square footage, use or density of development), then the Exactions required hereunder shall be equitably reduced.

2.8.3 The Project shall be constructed in accordance with the applicable standards, requirements and prohibitions of the Uniform Building, Mechanical, Plumbing, Electrical, Fire Codes and other codes, City standard construction specifications and details and Title 24 of the California Code of Regulations (California Building Standards Code) in effect at the time of approval of the appropriate building, grading, encroachment or other construction permits for the Project. If no permits are required for the infrastructure improvements required by the Project Approvals, such improvements shall be constructed in accordance with the provisions of the codes delineated herein in effect at the start of construction of such infrastructure.

Ordinances, resolutions, rules, regulations and official policies governing the design, improvement and construction standards and specifications applicable to Public Improvements to be constructed by Owner shall be those in force and effect at the time the applicable permit for the construction of such improvements is issued. If no permit is required for the Public Improvements, the date of the permit shall be deemed the date construction for the Public Improvements is commenced.

2.9 Fees, Exactions, Conditions and Dedications.

2.9.1 Development Fees. Impact fees and sewer and water connection and capacity fees shall be those in effect at the time of the issuance of a building permit and due and payable by Owner prior to the issuance of the building permit for the Building in question. For the sake of clarity, as a condition to building permit issuance for each Building, Owner shall pay the development impact fees listed on Exhibit "C" for such Building in the amount in effect at the time the building permit for such Building is issued, as well as any new or increased development impact fees authorized by this Agreement. The City retains discretion to prospectively revise such fees as the City deems appropriate, in accordance with applicable law, and to adopt new development impact fees. The City may apply subsequently adopted development impact fees to the Project if the same are applied uniformly to development either throughout the City or with a defined area of benefit that includes the Property if the subsequently adopted Exaction is not applied on an ad hoc basis solely to the Project and the subsequently adopted fee does not JP edits 4-10-2024
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physically prevent development of the Property for the uses and to the density and intensity of development set forth in this Agreement. The development impact fees listed on Exhibit "C", as the same may be modified pursuant to this Agreement are referred to herein as "Development Fees". For the sake of clarity, Owner shall pay the development fees at the time of and in the amount as determined by the City at the time the building permit is issued for such building and such payments shall be paid as a condition of building permit issuance or at such other time as required by the Beaumont Municipal Code.

2.9.2 Limitations; Future Impacts. Except as otherwise specifically set forth in this Agreement, in the Existing Project Approvals or in the Applicable Rules, the City shall not impose any obligations on Owner to dedicate land or to construct improvements, or impose any Exactions to defray all or a portion of Public Improvements, public services, community amenities or for other municipal purposes, mitigation measures, obligations for construction of on -site or offsite improvements or dedication or reservation requirements upon Owner that apply to the Property, the Project or any improvements thereon or permit or Project Approval therefor without the prior written consent of Owner. Notwithstanding the foregoing, if the Project or any part thereof is modified by Owner in a manner that increases density, intensity of use or square footage or changes use, the City shall have the right to require mitigation of impacts associated with such modifications. The Parties acknowledge that the MMRP and the conditions of approval for the Vesting Tentative Parcel Map provide the City Engineer and other City staff with the right to review and approve technical studies and reports implementing the Project to confirm the technical adequacy of the determinations therein and in that context may require refinement of the Project plans as well as mitigation of impacts, provided the same are not inconsistent with the Project Rules.

2.9.3 Processing Fees. The City may charge and Owner shall pay fees for processing applications for governmental approvals, plan check fees, inspection fees and similar fees permissible under California Constitution Article XIII C Section 1(e)(1)-(7), judicial interpretations thereof or any successor provision(s) of law including, but not limited to those for reviewing and inspecting such applications and the construction being or to be performed pursuant thereto which are in force and effect on a city-wide basis at the time the application is submitted for those permits.

2.9.4 Regional Impact Fees. Unless otherwise relieved by agreement with such agencies (i.e., TUMF and/or MSHCP fee credit agreement or similar agreement), Owner shall be required to pay the regional development impact fees, including but not limited to TUMF and MSHCP fees, in effect and in the amount due at the time of applying for a building permit.

2.9.5 Assignment. The benefit of or credit for Development Fees and processing fees paid by Owner may be Assigned by Owner to any Assignee provided that a written Assignment of the credit clearly identifying the source, amount and type of credit executed by the assignor and assignee is provided to the City Manager for the City Manager's record keeping.

2.9.6 Fair Share Fees. The Project entails payment by Owner of fair share transportation fees which are in addition to the fees referred to in Section 2.10.1 ("Fair Share Fees"). Owner shall pay such fees to the City to be held by City prior to and as a condition of the JP edits 4-10-2024
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payment of the first building permit applicable to the Project. City shall have no obligation to segregate such amounts or to pay interest on such fees.

2.10 Completion of Improvements. The City generally requires that all improvements necessary to service new development be completed prior to issuance of building permits. The Parties acknowledge that some of the backbone or in -tract improvements associated with the development of the Property may not need to be completed to adequately service portions of the Property as such development occurs. Therefore, as and when portions of the Property are developed, only the backbone or in -tract infrastructure improvements required to service such portion of the Property in accordance with the Project Rules (e.g., pursuant to specific tentative map conditions or other land use approvals) shall be completed prior to issuance of any building permit or certificate of occupancy within such portion of the Property as determined by the City.

2.11 Sewer.

2.11.1 Beaumont Point Development On -Site Sewer Lift Station. The Project requires the construction of the new onsite Beaumont Pointe Development Sewer Lift Station ("On -Site Lift Station") that is separate and upstream from the Crossroads Lift Station referenced in Section 2.8.3(a)). The On -Site Lift Station shall be constructed by Owner within the Project prior to receiving the first certificate of occupancy for the Project.

2.11.2 Project Demand. Peak sewer flow from the Project's On -Site Sewer Lift Station is derived from the Beaumont Pointe Development Sewer Lift Station and Force Main Preliminary Design Report dated October 2023 ("On -Site PDR"). The On -Sight PDR identifies a peak dry weather sewer flow of 170 GPM from the Project and a peak sewer flow of 233 GPM from the On -Site Sewer Lift Station to the Beaumont Crossroads Lift Station ("Reserved Off -Site Flow"). The Crossroads Design Memorandum for the downstream Crossroads Lift Station (as defined in 2.8.3) sizes the Crossroads Lift Station Upgrades based on this peak sewer flow of 233GPM. The On -Site PDR derives the peak sewer information based upon the land uses, building square footage and acreage for the Project as provided in the Crossroads Design Memorandum and Table 1 in Exhibit "E" to this Agreement. The Crossroads Design Memorandum (Table 2 to Exhibit "E") also identifies the peak sewer generation flows for each Planning Area within the Project based upon the uses, square footage and acreage in Table 1 of Exhibit "E" to this Agreement. The On -Site PDR has not been approved by City and is subject to further study and analysis by the City's consultants. Therefore, the On -Site PDR and Exhibit "E" are subject to such modification and change as determined by the City's consultant and such study with changes and modifications shall be deemed and defined as the On -Site PDR. Except as set forth in this Section

2.12, peak sewer flow from the Project to the Crossroads Lift Station shall be limited to the Reserved Off -Site Flow. In light of the construction by Owner of the Crossroads Lift Station Upgrades creating the Reserved Off -Site Flow, the Reserved Off -Site Flow for the Project is reserved as a vested right. If the Reserved Off -Site Flow to the Crossroads Lift Station is modified in any revised On -Site PDR, the Parties shall record a Minor Amendment to this Agreement establishing the new Reserved Off -Site Flow and the sizing of the Crossroads Lift Station Upgrades shall be adjusted accordingly. The On -Site PDR and the Crossroads Design Memorandum shall not impose a requirement on Owner to design or construct peak sewer flow capacity over and above that required for the Project except with regards to the Additional Wet Well Capacity (as defined in 2.8.3).

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2.11.3 Effect of Project Modifications. At each Plot Plan review within the Project or at such other intervals as determined by City, the City shall identify and record the anticipated flows from the proposed use and, to determine available remaining capacity, shall deduct such anticipated flows from the total Reserved Off -Site Flow. Following occupancy, the Parties, or either of them, may calculate actual sewer flows from each Building to conform City records to the as -built sewer flow condition. However, if, at consideration of any Plot Plan, it is determined by the City that the projected maximum flow from the proposed use, together with actual measured flow generated by the Project, exceeds or will exceed the total Reserved Off -Site Flow such impacts shall be mitigated at the sole cost and expense of the Owner. Owner agrees not to challenge such impact mitigation based on any argument that the impact was not caused by the Owner and agrees to mitigate the same. If an established use of a Building after the issuance of the initial Plot Plan approval is changed in a manner that increases the impact to the sewer system and the projected maximum flow from the proposed use, together with actual measured flow generated by the Project, exceeds or will exceed the total Reserved Off -Site Flow, the City reserves the right to require such Owner to mitigate such increase from the inception of such use in connection with any future approval of a Plot Plan, building permit or certificate of occupancy. City may enforce Owner's obligation by requiring Owner to pay for such mitigation impacts and they shall be due upon demand. City may also require the Owner to build such improvements or alter its use of the Project accordingly to resolve such sewer capacity issues. All sewer discharges from the Project shall comply with the applicable provisions of law, regulations, policies, and orders including, but not limited to, those contained in the Beaumont Municipal Code.

3. Obligations of Owner.

If Owner exercises its vested right to develop the Project and proceeds to develop the Project, Owner shall develop the Property in accordance with and subject to the terms and conditions of this Agreement and the Project Rules. The failure of Owner to comply with any term or condition of or fulfill any obligation of Owner under this Agreement, the Project Rules or this Agreement shall constitute a default by Owner under this Agreement; provided that failure of Owner to construct all or any portion of the Project, or to commence or complete the public benefits or any Public Improvements shall not be a default under this Agreement unless the Project is completed and such public benefits and Public Improvements are not then provided. Any default pursuant to this Section shall be subject to cure by Owner as set forth in Section 4 hereof.

4. Default, Remedies, Termination.

4.1 General Provisions. Subject to extensions of time by mutual consent in writing and as set forth in Section 1.3.2 of this Agreement with respect to Force Majeure Delay, failure or unreasonable delay by either Party to perform any term or provision of this Agreement shall constitute a default. In the event of default of any terms or conditions of this Agreement, the Party alleging such default shall give the other Party notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured; such period of time shall provide not less than fifteen (15) days from the date of receipt of such notice to cure any monetary default and thirty (30) days from the date of receipt of such notice to cure any non -monetary default, provided, however, for non -monetary defaults if the amount of time reasonably required to cure the breach exceeds thirty (30) days, the breaching Party shall have such longer time period as may be reasonably required provided that Owner has commenced to cure such default and is JP edits 4-10-2024
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diligently prosecuting such cure to completion. During any such cure period, the Party charged shall not be considered in default for purposes of termination or institution of legal proceedings.

After notice and expiration of the cure period, if such default has not been cured or if cure has been commenced but is not being diligently pursued in the manner set forth in the notice, the other Party to this Agreement may at its option:
(a) Terminate this Agreement (provided that if any portion of the Project or Property has previously been Assigned, such termination shall only affect the portion of the Property and/or Project owned by Owner claiming City default or the defaulting Owner, as applicable), in which event neither Party shall have any further rights against or liability to the other with respect to this Agreement or the Property; provided that if the City commences such termination proceedings, it shall give not less than forty-five (45) days prior written notice thereof to Owner, which notice shall specify the affected Parcel or Parcels and the precise grounds for termination and shall set a date, time and place for a public hearing before the City Council. At the noticed public hearing, Owner and/or its designated representative, shall be given an opportunity to make a full and public presentation to the City and to respond to the City's evaluation of Owner's performance, either orally or in a written statement, at such Owner's election. If, following the taking of evidence and the hearing of testimony at said public hearing, the City finds, based upon substantial evidence, that Owner is not in compliance with a specific, material term or provision of this Agreement, then the City may (unless the Parties otherwise agree in writing to modify the Agreement) terminate this Agreement as to the applicable portion of the Property owned by the defaulting party only.
(b) Institute legal or equitable action to cure, correct or remedy any default, including but not limited to an action for injunctive relief or specific performance of the terms of this Agreement; provided, however, that in no event shall either Party be liable to the other for money damages for any default or breach of this Agreement except as specifically provided to the contrary in this Section 4.1(b). If any portion of the Project or Property has prior to such default been Assigned, such termination shall only affect the portion of the Property and/or Project owned by Owner claiming City default or the defaulting Owner, as applicable. Nothing herein shall preclude either Party from seeking reimbursement for amounts expressly required to be paid by one Party to the other under this Agreement including but not limited to application fees, Development Fees, reimbursement of consultants' fees to City, or TUMF credit agreement or any other reimbursement or credit agreement fees to Owner or to recover attorneys' fees if it is the prevailing Party as provided herein.

It is expressly recognized that (a) except as set forth above, injunctive relief and specific enforcement of this Agreement are the proper and desirable remedies and that Owner's sole legal remedy for a breach or violation of this Agreement by the City shall be a legal action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement or to terminate this Agreement and (b) no act or omission of any Defaulting Owner shall by itself constitute a default by another Owner, and the City shall have no obligation whatsoever to cure any such default for the benefit of any other Owner within the Project.

4.2 Owner's Default; Enforcement. No building permit for a Building within a Planning Area shall be issued or building permit application accepted for the building shell of any structure on such Planning Area if the applicant or any Person controlling such applicant for the JP edits 4-10-2024
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permit is in default under the terms and conditions of this Agreement unless such default is cured.

Owner shall cause to be placed in any covenants, conditions and restrictions applicable to the Property, or in any ground lease or conveyance thereof, an express provision permitting an Owner of the Property, lessee or the City acting separately or jointly to enforce the provisions of this Agreement and to recover attorneys' fees and costs for such enforcement.

4.3 Annual Review.

4.3.1 Process. Without limiting the effect of Section 4.1, the City Manager shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Owner with the terms and conditions of this Agreement since the preceding annual review. Such periodic review shall be limited in scope to compliance with the terms and conditions of this Agreement pursuant to Govt. Code Section 65865.1. The Planning Director shall begin the review proceeding by giving thirty (30) days prior written notice to Owner that the Planning Commission intends to undertake period review of the Agreement. Notice of such annual review shall include the statement that any review may result in amendment or termination of this Agreement. The Planning Commission shall conduct a public hearing at which the Owner shall demonstrate good faith compliance with the terms of this Agreement. The Planning Commission shall determine upon the basis of substantial evidence whether or not Owner has, for the period under review, complied in good faith with the terms and conditions of this Agreement.
(a) If the Planning Commission finds and determines on the basis of substantial evidence that Owner has complied in good faith with the terms and conditions of the Agreement during the period under review, the review for that period is concluded and, if requested by Owner, the City shall issue the Certificate described in Section 4.3.5. (b) If the Planning Commission finds and determines on the basis of substantial evidence that Owner has not complied in good faith with the terms and conditions of the Agreement during the period under review, the City shall provide written notice to Owner of the determination by registered mail.

The Planning Commission shall make its decision regarding compliance within twenty (20) days after the close of each public hearing. Notice of the decision shall be filed by the Planning Director with the City Clerk, together with a report of the proceedings, and a copy mailed by registered mail to Owner.

4.3.2 Appeal; City Council Review. The decision of the Planning Commission shall be final unless, within fifteen (15) days of the mailing of said decision, Owner or any interested person files an appeal or unless the City Council orders the matter set for public hearing. If the Planning Commission is unable to make a decision, that fact shall be reported to the City Council in the same manner for reporting decisions and the failure to make a decision shall constitute a denial of the application. The City Council may refer the matter back to the Planning Commission for further proceeding or for report and recommendation, provided that the City Council shall make the final decision.

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4.3.3 Owner Right to Respond and Cure. Proceedings related to modification or proposed termination of this Agreement shall be conducted in accordance with Section 4.1(a). At each public hearing, Owner shall be provided an opportunity to respond to any report or finding; any such response submitted in writing shall be included by the City Manager in the submittal to the City Council. Except as specifically provided to the contrary in this Agreement, failure to prosecute the Project alone shall not be a default under this Agreement or a cause for finding of noncompliance at annual review. If there is more than one Owner, then the finding of the Planning Commission and City Council shall be made with respect to the conduct of each Owner individually and the noncompliance applicable to one Owner shall not be a basis to find noncompliance by other Owner(s) in the absence of a determination that the other Owner(s) are also noncompliant under this Agreement. Prior to any modification or termination of this Agreement, Owner shall be provided a right to cure any alleged default in accordance with Section

4.1. 4.3.4 Effect of No Review. Failure of the City to conduct an annual review shall not constitute a waiver by the City of its rights to otherwise enforce the provisions of this Agreement nor shall Owner have or assert any defense to such enforcement by reason of any such failure to conduct an annual review. Owner shall not be penalized in the event that the City fails to request periodic review as contemplated in this Section. Any finding of non-compliance with this Agreement shall be made solely on the basis of substantial evidence that Owner has not complied in good faith with the terms and conditions of this Agreement at or following a public hearing.

4.3.5 Certificate of Agreement Compliance. If, at the conclusion of a periodic review, Owner is found to be in compliance with this Agreement, the City shall, upon written request of the Owner, issue a Certificate (the "Certificate") to Owner stating that after the most recent periodic review and based upon the information known or made known to the Planning Commission that: (a) this Agreement remains in effect, and (b) Owner is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, and shall state the anticipated date of commencement of the next periodic review. Owner may record the Certificate with the County Recorder. If the City does not find Owner to be in compliance with this Agreement, it shall not be obligated to issue the Certificate.

4.4 Limitation on Liability. In no event shall the City, or its public officials, officers, agents or employees or Owner or its employees, officers, members or partners, be liable in damages for any breach or violation of this Agreement.

4.5 Applicable Law, Venue and Attorneys' Fees. This Agreement shall be construed and enforced in accordance with the laws of the State of California exclusive of its choice of law rules and the venue for any legal action concerning this Agreement shall be in Riverside County Superior Court. Owner acknowledges and agrees that the City has approved and entered into this Agreement in the sole exercise of its legislative discretion and that the standard of review of the validity or meaning of this Agreement shall be that accorded legislative acts of the City. Should any legal action be brought by a Party for breach of this Agreement or to enforce any provision JP edits 4-10-2024
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herein, the prevailing Party of such action shall be entitled to reasonable attorneys' fees, expert witness fees, court costs and such other costs as may be fixed by the Court.

4.6 Invalidity of A2reement. If this Agreement shall be determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. If any provision of this Agreement shall be determined by a court to be invalid or unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any state or federal law which becomes effective after the date of this Agreement and either Party in good faith determines that such provision is material to its entering into this Agreement, either Party may elect to terminate this Agreement as to all obligations then remaining unperformed in accordance with the other provisions of this Agreement. In all other cases, the Parties shall negotiate in good faith for amendments to this Agreement that will cure the invalidity or unenforceability.

4.7 Termination for Reasons Other than Owner or City Default. Notwithstanding that there is no default by either Party under this Agreement, this Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(a) Expiration of the Term or failure of LAFCO to approve the Annexation Applications within the time period set forth in Section 1.3.1. (b) Entry after all appeals have been exhausted, of a final judgment or issuance of a final order by a court of competent jurisdiction directing the City to set aside, void or annul the adoption of the ordinance approving this Agreement or the adoption of the Existing Project Approvals, provided the time for filing any return to writ has also expired. (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement and the Existing Project Approvals or any thereof. (d) Owner's election to terminate this Agreement. If Owner elects not to develop Property as a commercial and industrial project in substantial conformance with the Project Approvals or elects to terminate this Agreement pursuant to Section 2.9.2 or Section 13.2 of this Agreement, Owner shall provide notice of said election to the City.

Upon the termination of this Agreement pursuant to Section 4.6 or this Section 4.7, no Party shall have any further right or obligation hereunder, except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Termination of this Agreement shall not affect any of the covenants of the City or Owner specified in this Agreement to continue after the termination of this Agreement.

5. Hold Harmless Agreement.

5.1 Hold Harmless A2reement. Owner hereby agrees to and shall hold the City, its elective and appointive council members, boards, commissions, officers, agents and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage, which may arise from Owner or Owner's contractors, JP edits 4-10-2024
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subcontractors, agents or employees operations under this Agreement, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more Person(s) directly or indirectly employed by or acting as agent for Owner or any of Owner's contractors or subcontractors provided that the foregoing shall not extend to (a) any breach by the City of its obligations under this Agreement, or (b) any claim that is the result of the gross negligence or willful misconduct of the City. In the event of any legal action instituted by a third Party or any governmental entity or official arising out of the approval, execution or implementation of this Agreement (exclusive of any such actions brought by the City, any official of the City, or Owner), Owner agrees to and shall cooperate fully and join in the defense by the City of such action, and Owner shall pay the cost including attorney's fees arising from such defense as such expenses are incurred by the City, but in no event later than forty-five (45) days after receipt of the City's demand. In the event that this Agreement or any of the Project Approvals or the Annexation are the subject of legal challenge, and Owner is unable to proceed with the Project because of the litigation, the term of and timing of obligations imposed pursuant to this Agreement related to or affected by such legal challenge shall be automatically tolled during the pendency of the litigation.

The Parties shall cooperate in the defense of all third -party challenges to the Project, the Project Approvals, this Agreement or the Annexation Applications, and shall keep each other informed of all developments relating to defense of such matters subject only to confidentiality requirements that may prevent the communication of such information. The City Manager is authorized to negotiate and enter into a joint defense agreement in a form reasonably acceptable to the City Attorney. Any joint defense agreement shall also provide that any proposed settlement of litigation or other challenge shall be subject to the Parties' approval, each in its reasonable discretion.

Notwithstanding the foregoing, Owner may elect not to defend a challenge to the Project, the Project Approvals, this Agreement or the Annexation Applications. In such event, the City shall have the right, in its sole discretion, to defend against such action at its sole cost and expense or to elect not to defend such action. If Owner, and thereafter City, each elects not to defend against the action, Owner shall remain obligated to indemnify and hold Agency and City harmless from and against any damages, attorneys' fees or cost awards that are actually awarded; provided that Owner shall have the right, in its sole discretion, to withdraw on behalf of the City from or to settle such action or take other steps to minimize the costs of such challenge provided that the settlement agreement does not impose any monetary obligation on the City the cost of which is not paid by Owner. It is agreed by the City that Owner shall take the lead role defending against any legal action to which this Section applies and Owner may, in its sole discretion, elect to be represented by the legal counsel of its choice. The City may, in its sole discretion, elect to be separately represented by the City Attorney and/or outside legal counsel of its choice in any such action or proceeding with the reasonable costs of such representation to be paid by Owner. Notwithstanding the foregoing, the Parties intend that the City's role under this Section shall be primarily oversight although the City reserves the right to protect its interests, and the City shall make good faith efforts to maximize coordination and minimize its City Attorney, and any outside legal costs (for example, minimizing filing separate briefs, and duplication of effort to the extent feasible).

5.2 Prevailing Wages. Without limiting the foregoing, Owner acknowledges the requirements of California Labor Code § 1720, et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 1600 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects, as defined by the Prevailing Wage Laws. If work pursuant to this JP edits 4-10-2024
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Agreement is being performed by Owner as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation under the contract in question is $1,000 or more, Owner agrees to fully comply with such Prevailing Wage Laws.

Upon Owner's request, the City shall provide a copy of the then current prevailing rates of per diem wages. Owner shall make available to interested Parties upon request, copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the work subject to Prevailing Wage Laws and shall post copies at Owner's principal place of business and at the Property. Owner shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless pursuant to the indemnification provisions of this Agreement from any claim or liability arising out of any failure or alleged failure by Owner to comply with the Prevailing Wage Laws associated with any "public works" or "maintenance" projects associated with Project development.

5.3 Survival of Provisions. The provisions of this Section 5 shall survive the termination of this Agreement with respect to matters arising during the Term.

6. Project as a Private Undertaking.

It is specifically understood and agreed by and between the Parties that the development of the Property is a separately undertaken private development. No partnership, joint venture or other association of any kind between Owner and the City is formed by this Agreement. The only relationship between the City and Owner is that of a governmental entity regulating the development of private property and Owner of such private property.

7. Consistency with General Plan.

The City hereby finds and determines that execution of this Agreement is in the best interest of the public health, safety and general welfare and is consistent with the General Plan, as amended by the GPA.

8. Notices.All notices required by this Agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid or overnight mail delivery service, to the addresses of the Parties as set forth below. Notice required to be given to the City shall be addressed as follows:
the City of Beaumont
550 East 6th Street
Beaumont CA 92223
Attn: the City Manager
Notice required to be given to Owner shall be addressed as follows:

Beaumont Pointe Partners LLC
c/o Mike Masterson
18032 Lemon Drive, Suite 367
Yorba Linda, CA 92886
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Either Party may change the address stated herein by giving notice in writing to the other Party, or by modifying the address for written notice in a written Assignment agreement submitted to the City pursuant to the requirements of this Section and recorded against the Property or applicable portion thereof. Thereafter notices shall be addressed and transmitted to the new address. If there is more than one Owner, notices shall be sent by the City to each and every Owner unless otherwise specified in an assignment and assumption agreement recorded against the Property.

9. Recordation.

When fully executed, this Agreement shall be recorded in the official records of Riverside County, California. Any amendments to this Agreement shall also be recorded in the official records of Riverside County.

10. Estoppel Certificates.

Either Party may, at any time, and from time to time, but no more often than quarterly, unless in connection with an Assignment, deliver written notice to the other Party requesting such Party to certify in writing that, to the knowledge of the certifying Party, (a) this Agreement is in full force and effect and a binding obligation of the Parties, (b) this Agreement has not been amended or modified or, if so amended or modified, identifying the amendments or modifications, and (c) the requesting Party is not in default in the performance of its obligations under this Agreement to the knowledge of the responding Party, or if in default, to describe therein the nature and extent of any such defaults. The City Manager shall be authorized to execute any certificate hereunder. Each Party from which an estoppel certificate is requested shall provide a fully executed certificate within thirty (30) calendar days following the date of written request.

11. Financial Commitments and Public Benefits.

11.1 Community Facilities District. The City intends to form a community facilities district over the Property or to annex the Property into an existing community facilities district (the "CFD") to pay for the costs of certain infrastructure and municipal services. The Owner agrees to provide commercially reasonable cooperation to City at all times in connection with the formation or annexation to the CFD and not to oppose a determination or other action by the City to form the CFD or to annex the Property into an existing CFD, including a determination to subject all or any portion of the Property and the improvements thereon to such CFD in compliance with the terms of this paragraph. Provided that as of the date of issuance of the first certificate of occupancy for a building on the Property: (a) the City has facilitated or approved all steps required for such formation or annexation, (b) the City has formed the CFD or annexed the Property into an existing CFD, (c) the formation or annexation is finally approved and not subject to challenge or litigation then formation of or annexation to the CFD shall be a condition precedent to the issuance of the first certificate of occupancy on the Property. Special taxes in the CFD shall be levied on all parcels of property subject to a certificate of occupancy at a rate of $0.05 per square foot of building square footage annually which special tax shall escalate at a rate of two percent (2%) annually.

The CFD special tax shall have a term of not less than 50 years. The costs of formation of the CFD shall be paid by the Owner and shall be reimbursed to the Owner from the Bond proceeds, if any, received by the City. If the CFD elects to issue bonds secured by the special taxes, the Owner agrees to cooperate with the CFD in the issuance of such bonds, including but not limited to JP edits 4-10-2024
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providing any information related to the Owner, the Property and the Owner's development, sales, leasing and financing plans necessary to comply with federal securities laws and to enter into a written agreement to provide annual or semi-annual continuing disclosure to owners of the bonds if determined by the CFD to be necessary in connection with the issuance of such bonds.

11.2 Public Benefits and Public Improvements.

11.2.1 Following its commencement of construction of any phase of the Project and in all cases subject to Sections 2.6 and 3 of this Agreement, Owner will construct the Public Improvements required by the Existing Project Approvals or any Subsequent Project Approvals in phases concurrent with the development of each Building of each phase of the Project and in accordance with the phasing plan set forth in the Specific Plan.

11.2.2 The Project provides for certain public benefits including but not limited to the following:
(a) Full cost of build out and dedication of 4th Street and Jack Rabbit Trail on the Property as new public roads.
(b) The Public Benefits Fee described in Section 11.3.
(c) Expansion of the sewer lift station at 4th Street and Potrero Boulevard to increase capacity required to serve the Project, providing capacity for the Project and Additional Wet Well Capacity available to the City.
(d) Payment of TUMF, school fees, MSHCP fees, Development Fees, and utility connection fees subject to fee credits as described in this Agreement. (e) Construction of Offsite Traffic Improvements and/or payment of fair share contributions towards traffic improvements as described on Exhibit "D". (f) Conveyance of 230.82 acres of land, including 152.42 acres on the Property (Planning Area 10) and 78.40 acres of land offsite, to RCA or to another conservation agency or non-profit organization with the approval of RCA to further wildlife interests, providing access for wildlife movement to Caltrans constructed and proposed wildlife undercrossings along the SR -60 Freeway abutting the northern Project boundary and construction of fencing around property perimeter to support the function of Proposed Core 3 of the MSHCP, consistent with the MSHCP goals of providing live-in habitat and facilitating movement of wildlife. (g)
transit occupancy taxes.

Increase in local tax revenues including sales and property taxes and (h) Increase in employment opportunities in local area.

11.3 Public Benefit Fee. As consideration for City's approval and performance of its obligations set forth in this Agreement, Owner shall voluntarily pay to City a fee that shall be in addition to any other fee or charge to which the Property and the Project would otherwise be subject (herein, the "Public Benefit Fee"). The Public Benefit Fee shall be in the sum of One Dollar JP edits 4-10-2024
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($1.00) per square foot of Industrial Building Square Footage (as that term is defined in the Specific Plan) for Industrial uses listed as permitted or conditional Industrial uses in the Specific Plan and shall be paid by Owner for each such Industrial Building within the Project prior to the issuance of a building permit with respect to such Building. Owner shall pay Three Million Dollars ($3,000,000.00) to the City in cash as a non-refundable partial payment of the Public Benefit Fee within ninety (90) days after the annexation of the Property to the City and such non-refundable payment shall be credited against the Public Benefit Fee otherwise due. Owner acknowledges by its approval and execution of this Agreement that it is voluntarily agreeing to pay the Public Benefit Fee, that its obligation to pay the Public Benefit Fee is an essential term of this Agreement and is not severable from City's obligations and Owner's vesting rights to be acquired hereunder, and that Owner expressly waives any constitutional, statutory, or common law right it might have in the absence of this Agreement to protest or challenge the payment of such fee on any ground whatsoever, including without limitation pursuant to the Fifth and Fourteenth Amendments to the United States Constitution, California Constitution Article I Section 19, the Mitigation Fee Act (California Government Code Section 66000 et seq.), or otherwise. In addition to any other remedy set forth in this Agreement for Owner's default, if Owner shall fail to timely pay any portion of the Public Benefit Fee prior to issuance of the building permit for any Building the City shall have the right to withhold issuance of the building permit for such Building until the Public Benefit Fee for that Building is paid.

12. Provisions Relating to Lenders.

12.1 Lender Rights and Obligations.

12.1.1 Prior to Lender Possession. Owner may enter into mortgages, deeds of trust and other security instruments described in the following sentence secured by Owner's interest in the Property. The holder or beneficiary of any indenture of mortgage or deed of trust, hypothecation, pledge, assignment for security purposes, bond, grant of taxable or tax exempt funds from a governmental agency or other security interest or any documents constituting or relating to a sale -leaseback transaction ("Lender") shall have no obligation or duty under this Agreement to construct or complete the construction of improvements, or to guarantee such construction or completion, and shall not be obligated to pay any fees or charges which are liabilities of Owner or Owner's successors -in -interest, but such Lender shall otherwise be bound by all of the terms and conditions of this Agreement which pertain to the Property or such portion thereof in which Lender holds an interest.

12.1.2 Lender in Possession. A Lender who comes into possession of the Property, or any portion thereof, pursuant to foreclosure of a mortgage or deed of trust, or a deed in lieu of foreclosure, shall not be obligated to pay any fees or charges which are obligations of Owner and which remain unpaid as of the date such Lender takes possession of the Property or any portion thereof. Provided, however, that a Lender shall not be eligible to apply for or receive Project Approvals with respect to the Property, or otherwise be entitled to develop the Property or devote the Property to any uses or to construct any improvements thereon other than the development contemplated or authorized by this Agreement and subject to all of the terms and conditions hereof, including payment of all fees (delinquent, current and accruing in the future) and charges, and assumption of all obligations of Owner hereunder; provided, further, that no Lender, or successor thereof, shall be entitled to the rights and benefits of Owner hereunder or JP edits 4-10-2024
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entitled to enforce the provisions of this Agreement against the City unless and until such Lender or successor in interest qualifies as a recognized Assignee of this Agreement and makes payment of all delinquent and current City fees and charges pertaining to the Property.

12.1.3 Notice of Owner's Breach Hereunder. If the City receives notice from a Lender having a secured interest in the property within the Project requesting a copy of any notice of default given to Owner hereunder and specifying the address for notice thereof, then the City shall deliver to such Lender, concurrently with service thereon to Owner, any notice given to Owner with respect to any claim by the City that Owner is in default, and if the City makes a determination of non-compliance, the City shall likewise serve notice of such noncompliance on such Lender concurrently with service thereof on Owner.

12.1.4 Lender's Right to Cure. Each Lender shall have the right (but not the obligation) for a period of sixty (60) days after the expiration of the time period for cure provided to Owner pursuant to Section 4.1 to cure or remedy, or to commence to cure or remedy, the default claimed or the areas of noncompliance set forth in the City's notice. If the default or such noncompliance is of a nature which can only be remedied or cured by such Permitted Mortgagee upon obtaining possession, such Permitted Mortgagee may seek to obtain possession with diligence and continuity through a receiver or otherwise and may thereafter remedy or cure the default or noncompliance within sixty (60) days after obtaining possession. If any default or noncompliance cannot, with diligence, be remedied or cured within such sixty (60) day period, then such Permitted Mortgagee shall have such additional time as may be reasonably necessary to remedy or cure such default or noncompliance if such Permitted Mortgagee commences cure during such sixty (60) day period and thereafter diligently pursues completion of such cure to completion. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to permit or authorize any Permitted Mortgagee to undertake or continue construction or completion of any improvements comprising the Project (beyond the extent necessary to conserve or protect improvements or construction already. completed) without first having expressly assumed Owner's obligations under this Agreement.

12.1.5 Other Notices by the City. A copy of all other notices given by the City to Owner pursuant to the terms of this Agreement shall also be sent to any Lender who has requested such notices at the address provided to the City by the Lender.

12.2 Right to Encumber. The City agrees and acknowledges that this Agreement shall not prevent or limit Owner of any interest in the Property, or any portion thereof, at any time or from time to time in any manner, at such Owner's sole discretion, from encumbering the Property, the improvements thereon, or any portion thereof with any mortgage, deed of trust, sale and leaseback arrangement or other security device.

12.3 Reasonable Modifications. The City agrees that it shall consider and adopt as Minor Amendments such other industry standard provisions requested by Owner to obtain financing if the same is requested by a Lender in order to protect its collateral under any deed of JP edits 4-10-2024
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trust, mortgage or other security instrument, provided the same does not materially diminish the interests of the City under this Agreement.

13. Annexation.

13.1 Annexation. The City and Owner shall cooperate and use their good faith efforts to cause the Property to be annexed into the City, subject only to the Project Rules and the mitigation measures in the MMRP and such other conditions as may be imposed by LAFCO. The City shall approve a resolution supporting the Annexation. Owner and the City shall diligently pursue the filing and approval of the Annexation Applications with LAFCO in good faith at all times until a final decision is obtained from LAFCO. If LAFCO does not approve the Annexation Applications on or before the Outside Annexation Date, this Agreement shall automatically terminate and be of no further force or effect. The City shall, if requested by Owner, execute in recordable form and cause to be recorded in the Official Records, a memorandum or amendment of this Agreement confirming the Annexation and establishing the Annexation Date.

13.2 Effect of Denial of Annexation. The Parties agree that if LAFCO denies the Annexation Applications, or any one thereof, or any successor annexation application prepared by either of the Parties, the Parties will negotiate in good faith to preserve this Agreement and the Project Approvals to the maximum extent that same may be consistent with that denial and the Parties' commercial concerns. Notwithstanding this commitment to negotiate in good faith, Owner reserves the absolute right to terminate this Agreement if LAFCO denies the Annexation Applications, or either of them, or any successor annexation application prepared by either of the Parties.

14. Western Riverside County Multiple Species Habitat Conservation Plan.

14.1 Criteria Refinement; Map Amendment; Agreement. On behalf of the City and Owner, Glenn Lukos Associates, Inc. prepared a Criteria Refinement analysis (Technical Appendix C2 to the EIR) ("Criteria Refinement") demonstrating that the proposed Criteria Refinement would be at least equivalent to the existing criteria of the MSHCP as it applies to Effects on Habitats, Effects on Covered Species, Effects on Core Areas, Effects on Linkages and Constrained Linkages, Effects on Non -Contiguous Habitat Blocks, Effects on MSHCP Conservation Area Configuration and Management, Effects on Ecotones, and Acreage Contributed to the MSHCP Conservation Area. The Criteria Refinement was approved and determined to be in concurrence with the MSHCP by the RCA and the Wildlife Agencies on November 9, 2022. On November 9, 2022, the Wildlife Agencies issued a letter to the City concurring with the RCA's Findings that the proposed Revised Criteria Refinement is superior or equivalent to conservation described within Proposed Core 3. In furtherance of the findings, the Project will be constructed in compliance with the Criteria Refinement. The Project requires a Minor Amendment of the MSHCP for any annexation associated with the Project and to allow RCA to conform the mapping information for the MSHCP to the Criteria Refinement. The City shall initiate and process to completion all required amendments of the MSHCP mapping information to conform that mapping information to reflect the annexation and the approved Criteria Refinement.

14.2 Effect of Approvals. The City agrees that the Joint Project Review (JPR), Determination of Biologically Equivalent or Superior Preservation (DBESP) and Cell Criteria JP edits 4-10-2024
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