Agenda packet — Beaumont City Council, June 4, 2024 (part 17 of 30)

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 Traffic Improvements, if applicable pursuant to Section 2.8.1 or 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 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.

2.8.4 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 Development Agreement
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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.

2.9 Rules, Regulations and Official Policies; Future Rules.

2.9.1 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 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.

2.9.2 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 Development Agreement
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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 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.

2.9.3 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 Development Agreement
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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.

2.10 Fees, Exactions, Conditions and Dedications.

2.10.1 Development Fees. Impact fees and sewer and water connection and capacity fees shall be those in effect at the City at the time of the issuance of a building permit for which such payment is a condition pursuant to the Beamont Municipal Code and shall beand due and payable by Owner for each Building prior to the issuance of the relevant permit for such Building_ For the sake of clarity, as a condition to 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 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 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".

2.10.2 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.

2.10.3 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 Development Agreement
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thereto which are in force and effect on a city-wide basis at the time the application is submitted for those permits.

2.10.4 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 when due the regional development impact fees, including but not limited to TUMF and MSHCP fees, and the amount paid shall be the amount due at the time the payment is made.

2.10.5 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.

2.10.6 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 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.

2.11 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.

2.12 Sewer.

2.12.1 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.

2.12.2 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 Development Agreement
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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).

2.12.3 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.

Development Agreement
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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 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 Development Agreement
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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 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 Development Agreement
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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.

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 Development Agreement
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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 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 Agreement. 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.

Development Agreement
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(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 Agreement. 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, 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.

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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 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 Development Agreement
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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
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.

Development Agreement
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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 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 Development Agreement
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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 Benefit 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.

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subject (herein, the "Public Benefit Fee"). Except as set forth in Section 11.3.2 and 11.3.3, the Public Benefit Fee shall be in the sum $1.40 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.

11.3.2 With Fulfillment Center. The City acknowledges and agreesanticipates that the development of a fulfillment center on the Property weuldwill result in the City receiving significant sales tax and other revenues accruing to the City and had the City been aware that a from the fulfillment center would be constructed. Therefore, if a certificate of occupancy is issued by the City for a fulfillment center on the Property, _the Public Benefit Fee weuldwill be reduced to $1.00 (rather than $1.40) per square foot. Therefore, if Owner pulls a building permit for a fulfillment center, the City voluntarily agrees ab initio that the Public Benefit Fee shall be $1.00 per square foot of Industrial Building Square Footage for all industrial Buildings in the Project.

Such Public Benefit Fee shall be applied retroactively to all Buildings in the Project in the manner described in Section 11.3.3.

11.3.3 Payment and Repayment Terms With Fulfillment Center. Because Owner may be issued building permits for industrial Buildings that are not fulfillment centers prior to issuance of a building permitcertificate of occupancy for a fulfillment center, Owner may have overpaid the Public Benefit Fee due for previously developed Buildings. The —In such event, the City shall be obligated to repay such overpayment in the following manner. For the fulfillment any Public Benefit Fee
due at issuance of a building permit shall be equal to (a) the amount of the Public Benefit Fee - otherwise due ($1.00 per square foot of Industrial Building Square Footage) less (b) the remaining amount of the $3 million prepayment described in Fees paid by Owner that would cause the Public Benefit Fee to exceed $1 per square foot. Notwithstanding the above or anything herein to the contrary, the Three Million Dollar ($3,000,000) non-refundable partial payment required by Section 11.3.1, less (c) the full amount of the prior overpayment (equal to $.40/per sf) for each of the Buildings for which a building permit has been issued. Where application of the credits in clauses (b) and/or (c) results in an amount due from Owner of less than $0, then such amounts less than $0 shall be credited to shall remain non-refundable and shall be retained by City regardless of whether Owner and shall be applied as credits to each subsequent Building at the time of building permit issuance using the same formula. At the earlier of (i) completion of the final Building in the Project or (ii) termination of this DA, if any credited amounts have not been realized by Owner, the City shall pay to Owner the amount of such remaining credit within sixty (60) calendar days following issuance of such building permit. [See Tables attached for examples}obtains a certificate of occupancy for a fulfillment center on the Property.

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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. The City acknowledges that the amount due from City to Owner if any pursuant to Section 11.3.3 shall be payable to Owner notwithstanding any default by Owner under the terms of this Agreement. The provisions of this Section 11.3 shall survive the termination of this Agreement.

11.3311.4 Street Widening Improvements. There is currently a section of 4th Street approximately 1,050 feet long immediately west of Potrero Blvd where the street improvements on the north and south sides of the centerline have not been completed ("Uncompleted 4th Street Section"). Owner shall complete the full curb to curb improvements within the Uncompleted 4th Street Section upon the later of (a) issuance of a certificate of occupancy for the first building at the Project and (b) if the City does not own (in easement or in fee) the necessary Right of Way to accommodate the improvement, twelve months following acquisition by the City of the necessary Right of Way in fee or by easement.

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 Agreement
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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 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 Development Agreement
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financing if the same is requested by a Lender in order to protect its collateral under any deed of 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 Development Agreement
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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 Refinement for the Project approved by RCA and concurred in by the Wildlife Agencies shall apply to all further discretionary actions and provided that the Project remains consistent with the Applicable Rules, the City will not refer future discretionary actions to RCA for further review.

15. Cooperation and Defense of Agreement.

15.1 Further Actions and Instruments. The Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. The Parties further agree to mutually cooperate with one another in carrying out the purposes of this Agreement.

15.2 Defense of Agreement. The City agrees to and shall timely take all actions which are reasonably necessary or required to uphold the validity and enforceability of this Agreement and the Project Rules. If this Agreement is adjudicated and determined to be invalid or unenforceable, the City agrees, subject to all legal requirements, to consider and implement all modifications to this Agreement which are reasonably necessary or required to render it valid and enforceable to the extent permitted by applicable law.

15.3 No Moratorium. No future amendment of any existing City ordinance or resolution, or future adoption of any ordinance, resolution or other action, that purports to limit the rate or timing over time of development or construction of all or any part of the Project or alter the sequencing of development phases or alter or limit entitlements to use or service (including but not limited to water and sewer), whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether adopted or imposed by the City Council, an agency of the City or through the initiative or referendum process, shall apply to the Property or any portion thereof, provided, however, the provisions of this Section shall not affect City's compliance with moratoria or other limitations mandated by other governmental agencies or court -imposed moratoria or other limitations; provided that the City shall not comply with any such moratoria or other limitations that are inconsistent with the Project Rules unless required pursuant to Section 2.9.2(b) or (c).

15.4 Certificate of Performance. Upon the completion of the Project, or the development of any Parcel, or upon performance of this Agreement or its earlier revocation and termination, the City shall provide Owner, upon Owner's request, with a statement ("Certificate of Performance") evidencing said completion or revocation and the release of Owner from further obligations hereunder, provided that if the release relates to the completion of only a phase or particular parcels, the release shall pertain solely to the parcel or parcels which have been Development Agreement
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completed. The Certificate of Performance shall be signed by the appropriate agents of Owner of the affected parcel(s) or phase and the City and shall be recorded in the official records of Riverside County, California. Such Certificate of Performance is not a notice of completion.

16. General.

16.1 Entire Agreement. This Agreement is executed in duplicate originals, each of which is deemed to be an original. This Agreement constitutes the entire understanding and agreement of the Parties. Unless specifically stated to the contrary, the reference to an exhibit by designated letter or number shall mean that the exhibit is made a part of this Agreement.

16.2 Section Headings. All article, section and subsection headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Amendment.

16.3 Singular and Plural. As used herein, the singular of any word includes the plural.

16.4 Time of Essence. Time is of the essence in the performance of the provisions of this Amendment as to which time is an element.

16.5 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Amendment by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Amendment thereafter.

16.6 Conflicts of Interest. No City Council member, official or employee of the City shall have any personal financial interest, direct or indirect, in this Agreement or the Project nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal financial interests or the financial interests of any corporation, partnership or association in which he or she is directly or indirectly interested. Owner represents and warrants that no City Council member, official or employee of the City holds or will hold any such financial interest in this Agreement or the Project.

16.7 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and assigns. No other Person shall have any right to action based upon any provision of this Amendment.

Development Agreement
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16.8 Recitals; Exhibits. The Parties agree that the Recitals above are true and correct and intend to be bound by same. The Parties further agree to the incorporation by reference herein of said Recitals, together with all definitions provided and exhibits referenced in this Agreement, including in said Recitals.

16.9 Counterparts. This Amendment may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument.
[SIGNATURES FOLLOW]
Development Agreement
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CITY:

CITY OF BEAUMONT
By:

Mayor, the City of Beaumont
Attest:
the City Clerk of the City of Beaumont
OWNER:

BEAUMONT POINTE PARTNERS LLC,
a Delaware limited liability company
By:

Name
Its:

Development Agreement
May 28, 2024
S-1 City of Beaumont/ Beaumont Pointe

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CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of
On
Date
before me,
(Insert Name and Title of the Officer)
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Place Notary Seal and/or Stamp above Signature:

Signature of Notary Public
Development Agreement
May 28, 2024
S-2 City of Beaumont/ Beaumont Pointe

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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Place Notary Seal and/or Stamp above Signature:

Signature of Notary Public
Development Agreement
May 28, 2024
S-2 City of Beaumont/Beaumont Pointe

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EXHIBIT "A"

LEGAL DESCRIPTION AND DEPICTION OF PROPERTY
Development Agreement
EXHIBIT "A" City of Beaumon/Beaumont Pointe

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EXHIBIT "B"

EXISTING PROJECT APPROVALS

1. General Plan Amendment (PLAN2019-0284)

2. Pre -Zoning and Adoption of Specific Plan (No. SP2019-0003)

3. Sign Program (No. )

4. Vesting Tentative Parcel Map No.

5. Development Agreement ( )

6. EIR (ENV2019-0008), SCH Number 2020099007
Development Agreement
EXHIBIT "B" City of Beaumon/Beaumont Pointe

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EXHIBIT "C"

DEVELOPMENT FEES IN EFFECT AS OF EFFECTIVE DATE
City of Beaumont Development Related Fee Schedule Effective July 1, 2023 IScc Attached]
Development Agreement
EXHIBIT "C" City of Beaumon/Beaumont Pointe

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EXHIBIT "D"
OFFSITE TRAFFIC IMPROVEMENTS*
Traffic Study
Intersection
Jurisdiction
Improvement
Com • lete
DIF
Intersection No
Location
Prior To:
4 Potrero
Boulevard &
4th Street
County of
Riverside
• Add 2nd EB left
turn lane
• Modify traffic
signal to
implement
overlap phasing
for the SB right
turn lane
First
Certificate of
Occupancy for
Phase 2 (any
Industrial Uses
on the
Property above
1,379,191
square feet)
Yes (DIF)
Yes (DIF)
5 Desert Lawn
Drive & Oak
Valley
Parkway
City of
Beaumont
Install a traffic signal
First
Certificate of
Occupancy for
any permanent
use on the
Property
Yes (DIF
*Source: Traffic Impact Analysis by Urban Crossroads, dated September 22, 2023 as approved by City.

Development Agreement
EXHIBIT "D" City of Beaumon/Beaumont Pointe

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EXHIBIT "E"

EXCERPTS FROM CROSSROADS DESIGN MEMORANDUM AND ON -SITE PDR [see attached]
Development Agreement
EXHIBIT "E" City of Beaumont/Beaumont Pointe

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The following table identifies the proposed land uses and square footage and acreage for each Planning Area within the Project.

Table 1: Beaumont Pointe Development - Land Uses
Land Use Quantities
Planning Area
Land Uses Within Planning Area
Quantity
"'Units
Restaurant
30,000.0
sq. ft
P.A.1
Entertainment

4.96 acres
P.A.2
Hotel
125
# of Rooms
P.A.3
Industrial Warehouse
26,000
(0.60)
sq. ft
(acres)
P.A.4
Industrial Warehouse
1,379,880
(31.7)
sq. ft
(acres)
P.A.5
Industrial Warehouse
994,340
(22.83)
sq. ft
(acres)
P.A.6
Industrial Warehouse
675,400
(15.5)
sq. ft
(acres)
P.A.7
Industrial Warehouse
589,240
(13.5)
sq. ft
(acres)
P.A.8
Industrial Warehouse
1,294,800
(29.7)
sq. ft
(acres)
P.A.9
Recreation and Conservation

0.0 acres
P.A.10
Conservation

0.0 acres
The following table identifies the sewer generation peak flows for each Planning Area within the Project.

Table 2: Beaumont Pointe Development - Average Dry Weather Flows Planning
Area
Land Uses Within
Planning Area
Land Use Quantities
ADWF Generation Rate
Factor
ADWF
(BPD)
ADWF
(GPM)
Quantity
Units
Factor
Units
P.A. I
Restaurant
30,000.0
sq. ft

0.75 GPD/sq. ft
22,500

15.6 Entertainment

4.96 acres
1,175.00
GPD/acre
5,828

4.0 P.A.2
Hotel
125.0
# of Rooms

80.00 GPD/room
10,000

6.9 P.A.3
Industrial/Warehouse

0.6 acres
413.82
GPD/acre
248

0.2 P.A.4
Industrial/Warehouse

31.7 acres
413.82
GPD/acre
13,118

9.1 P.A.5
Industrial/Warehouse

22.83 acres
413.82
GPD/acre
9,448

6.6 P.A.6
Industrial/Warehouse

15.5 acres
413.82
GPD/acre
6,416

4.5 P.A.7
Industrial/Warehouse

13.5 acres
413.82
GPD/acre
5,587

3.9 P.A.8
Industrial/Warehouse

29.7 acres
413.82
GPD/acre
12,290

8.5 P.A.9
Recreation and
Conservation

0.0 acres

0.00 -
0 0.00
P.A.10
Conservation

0.0 acres

0.00 -
0 0.00
Total Average Dry Weather Flow
85,433

59.3 Total Peak Dry Weather Flow
245,193
170.3
Development Agreement
EXHIBIT "E"

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The following table shows the current firm pumping capacity requirements and the capacity of the Beaumont Point Lift Station as of the Effective Date.

Table 3: Beaumont Crossroads Lift Station — Interim — Required Firm Pumping Capacity Parameter
II
Flow Flow
(GPD) mil (GPM)
Total Peak Dry Weather Flow
245,761 170.67
Required Pump Capacity Design Factor

1.20 Total Required Firm Pumping Capacity
294,913
204.80
Current Firm Pumping Capacity
300.00
The following table shows the firm pumping capacity requirements including the Beamont Pointe Project, the capacity of the Beaumont Crossing lift station as of the Effective Date, and the proposed capacity of the lift station following the construction of the Crossroads Lift Station Upgrades.

Table 4: Beaumont Crossroads Lift Station — Interim + Beaumont Pointe — Required Firm Pumping Capacity
Parameter
Flow
(GPM)
Total Peak Dry Weather Flow
403.67
Required Pump Capacity Design Factor
1 20
Total Required Firm Pumping Capacity
484.00
Current Firm Pumping Capacity
300.00
Proposed Firm Pumping Capacity Provided by Beaumont Pointe Development Team
14 The following table shows the peak dry weather flows from the Project.

Table 5: Beaumont Development — Peak Dry Weather Flows
Parameter
Average Dry Weather Flow'
Flow
(GPD)
Flow
(GPM)
85,433

59.30 Peak Dry Weather Flow Peaking Factor'

3.'7
Peak Dry Weather Flow
245,193 170.3
Development Agreement
EXHIBIT "E"

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The following table shows the design criteria for the Project's On -Site Sewer Lift Station.

Table 6: Beaumont Pointe Development Sewer Lift Station Pumps — Design Criteria Desi n Criteria
Value
Design Flow
230 GPM
Total Dynamic Head
105-110 feet
Motor Rated Voltage
480 V, 3 phase
Motor Rated Horsepower
12 HP
Maximum Operating Speed
3510 RPM
Type
Submersible
Impeller Type
Adaptive, Solids Handling, Non -
Clogging and Self -Cleaning
Inlet Diameter
6 inches
Discharge Diameter
3 inches
Development Agreement
EXHIBIT "E"

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EXHIBIT "F"

DEFINITIONS
For purposes of this Agreement, the following initially capitalized terms shall have the meanings set forth below.
"Additional Capacity" is defined in Section 2.8.3(b) to this Agreement. "Additional Wet Well Capacity" is defined in Section 2.8.3(a) to this Agreement. "Agreement" is defined in the first paragraph to this Agreement. "Annexation" is defined in Recital D to this Agreement. "Annexation Applications" is defined in Recital D to this Agreement. "Applicable Rules" means (a) the existing land use regulations of the City, including but not limited to the General Plan, the Existing Project Approvals and other laws, statutes, ordinances, rules and regulations and official policies governing permitted uses of land, density, design and improvement applicable to development of the Project on the Property as of the Effective Date, including but not limited to those governing the issuance of permits and approvals for the Project and the planning and zoning laws applicable to the Project and (b) Future Rules that are not inconsistent with the foregoing and made applicable to the Project in accordance with the requirements of this Agreement or are agreed to by Owner and the City. "Assign" or "Assigns" means and includes any voluntary or involuntary transfer, sale, encumbrance, assignment, collateral assignment, assignment for security purposes, or other security interest or any documents constituting or relating to a sale -leaseback transaction (including but not limited to a Lender as described in Section 1.5.5 and/or Section 12 of this Agreement), conveyance, lease or other transfer, of all or any portion of the Property, or any rights or obligations of Owner to any Person and/or the transfer of Control with respect to any Owner. "Assignee" means any Person to which Owner Assigns all or any portion of its interest in the Property and this Agreement pursuant to Section 1.5. Following an Assignment to an Assignee as set forth in Section 1.5, such Assignee shall be an Owner under this Agreement. "Assignment" is defined in Section 1.5.1 to this Agreement. "Benefiting Parties" is defined in Section 2.8.3(b) to this Agreement. "Building" means each building or structure constructed on the Property for which a certificate of occupancy is required to be issued.
"Certificate" is defined in Section 4.3.5 to this Agreement. "CEQA" means the California Environmental Quality Act, codified at Govt. Code Section 21100 et seq. and the guidelines thereto, 14 C.C.R. Section 15000 et seq.

Development Agreement
EXHIBIT "F"

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"Certificate of Performance" is defined in Section 15.4 to this Agreement. "CFD" is defined in Section 11.1 to this Agreement.
"City" is defined in the first paragraph to this Agreement. "City Council" is defined in Recital F to this Agreement. "Control", "Controlled" or "Controlling", as used with respect to any Person, means the possession, directly or indirectly (including through one or more intermediaries), of the power to direct or cause the direction of the management and policies of such Person, including, without limitation, through the ownership or control of voting securities, partnership interests, membership interests, or other equity interests, acting as the manager of a limited liability company, or otherwise.
"Controlling Person" means (a) any Person who Controls Owner and (b) any Person who Controls a Controlling Person. The Controlling Person of Beaumont Pointe Partners LLC as of the Effective Date is JRT BP 1 LLC, a California limited liability company. In addition, Philip W. Cyburt and Michael Masterson are together and individually deemed a Controlling Person of Beaumont Pointe Partners LLC.
"Criteria Refinement" is defined in Section 14.1 to this Agreement. "Crossroads Design Memorandum" is defined in Section 2.8.3(a) to this Agreement. "Crossroads Lift Station" is defined in Section 2.8.3(a) to this Agreement. "Crossroads Lift Station Upgrades" is defined in Section 2.8.3(a) to this Agreement. "Defaulting Owner" is defined in Section 1.5.7 to this Agreement. "Development Agreement Laws" means Article 11, Section 7 of the California Constitution and Govt. Code Section 65864 et seq.
"Development Fees" is defined in Section 2.10.1 to this Agreement. "DIF Study" means the City of Beaumont Engineering Department Transportation Infrastructure Needs Analysis adopted by the City prior to the Effective Date. "Effective Date" is defined in Section 1.3.1 to this Agreement. "Entitlement Applications" is defined in Recital F to this Agreement. "Existing Project Approvals" is defined in Recital F to this Agreement. "Exactions" means any requirement of the City in connection with or pursuant to any Project Rule for the dedication of land, the construction of Public Improvements, or the payment of Development Fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests, including without limitation payment of fees.

Development Agreement
EXHIBIT "F"

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"Fair Share Fees" is defined in Section 2.10.6 to this Agreement. "Force Majeure Delay" means the occurrence of any event beyond the reasonable control of the claiming Party and such Party's contractors and consultants and not due to an act or omission of such Party or any consultant, contractor or other Person for whom such Party may be contractually or legally responsible, which directly, materially and adversely affects the ability of the claiming Party to meet its non -monetary obligations under this Agreement, or the ability of Owner to complete the Project or any phase or improvement comprising a portion thereof, and which events (or the effect of which events) could not have been avoided by due diligence and use of reasonable efforts by the Party claiming Force Majeure Delay and comprising any of the following: (a) an epidemic, pandemic, quarantine or other national, state, or local mass medical emergencies; (b) rebellion, blockade, war, insurrection or similar hostilities, act of terrorism, riot, act of sabotage, civil commotion, act of a public enemy, freight embargo, or lack of transportation; (c) strikes or other labor problems; (d) changes in state or federal laws or regulations that impose moratoria or limit or restrict development of the Project in accordance with this Agreement; (e) floods, earthquakes, fires casualties or other acts of God; (f) moratoria enacted by governmental entities or agencies, or as a result of voter action, that limit or restrict Owner's ability to obtain utility service for the Project or to construct the Project in accordance with or perform its material obligations under this Agreement; (g) any lawsuit seeking to restrain, enjoin, challenge or delay any issuance of any Project Approval, the Annexation Applications(s) or CEQA determination or seeking to restrain, enjoin, challenge, or delay construction of the Project, (h) inability to satisfy the conditions of any approval or permit necessary for the development of the Project for reasons outside the reasonable control of Owner (such as inability to identify a mitigation bank that is accepting requests to provide mitigation required by MSHCP, state or federal permits or Project mitigation); (i) severe inclement weather conditions not reasonably anticipatable or (j) other matters outside of the control of the Party claiming Force Majeure Delay, provided that no claim of Force Majeure Delay by the City shall impede, limit or restrict the vested rights granted under this Agreement.
"Future Rules" means any and all future rules, ordinances, regulations or policies adopted by the City that are applicable to or affect the Property or the development of the Project and are not inconsistent with the Applicable Rules and are adopted in accordance with the requirements of this Agreement, including the reservation of authority to the City set forth in Section 2.9.2(a) through (e). For purposes of this Agreement, Future Rules adopted consistent with the Applicable Rules and the requirements of this Agreement shall be deemed Applicable Rules once approved. "General Plan" is defined in Recital E to this Agreement. "GPA" is defined in Recital F to this Agreement.
"Inconsistent with" (whether or not initially capitalized) means a subsequently adopted law, ordinance, rule or regulation, referendum (other than a referendum challenging the Project Approvals), initiative or moratorium that materially (a) frustrates the intent or purpose of the Applicable Rules in relation to the Project, (b) precludes compliance with any vested right or other provision of this Agreement; (c) materially and substantially limits or restricts the availability of public utilities, services, infrastructure or facilities (for example, but not by way of limitation, water rights, water connection or sewage capacity rights, sewer connections, etc.) to the Project, Development Agreement
EXHIBIT "F" City of Beaumont/Beaumont Pointe

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(e) imposes limits or controls in the rate, timing, phasing or sequencing of development of the Project or provision of utilities, or (f) reduces the Project square footage, reduces the permitted uses, or limits the rate, timing or sequencing of development of the Property or has a substantial economic impact that materially obstructs the development and construction of the Project. "Industrial Uses" is defined in Recital C to this Agreement. "LAFCO" is defined in Recital D to this Agreement.
"Lender" is defined in Section 12.1.1 to this Agreement. "Ministerial Approvals" means any and all actions involving approval or disapproval of a permit or other entitlement which only require the determination of conformance with the Applicable Rules or conditions of approval, including but not limited to approval of plot plans under Section

5.2.1.1(a) and (b) of the Specific Plan (plot plans under Section 5.2.1.2 of the Specific Plan require Planning Commission approval), grading plans, signage plans and permits, improvement plans, building plans and specifications, and ministerial issuance of one or more final maps, zoning clearances, improvement permits, wall permits, lot line adjustments, encroachment permits, temporary use permits, demolition permits, and the issuance of grading, demolition, or building permits.
"MMRP" is defined in Recital F to this Agreement.
"MSHCP" is defined in Recital C to this Agreement.
"Major Amendment" is defined in Section 1.8.1 to this Agreement. "Minor Amendment" is defined in Section 1.8.2 to this Agreement. "New Pumping Capacity" is defined in Section 2.8.3(a) to this Agreement. "Offsite Traffic Improvements" is defined in Section 2.8.1 to this Agreement. "On -Site Lift Station" is defined in Section 2.12.1 to this Agreement. "On -Site PDR" is defined in Section 2.12.2 to this Agreement. "Outside Annexation Date" is defined in Section 1.3.1 to this Agreement. "Owner" is defined in the first paragraph to this Agreement and is further described in Section 1.2 to this Agreement.
"Owner Affiliate" means (a) any Person for which Beaumont Pointe Partners LLC or its any Controlling Person of Beaumont Pointe Partners LLC has the authority and responsibility for day to day management of the Project or applicable portion or phase of the Project, including, as then applicable, to oversee development, construction, leasing, and operation of the Project or such phase and (b) as to any Person who becomes an Owner, any Controlling Person of such Owner and any other Person Controlled by such Controlling Person; and/or (c) as to Beaumont Pointe Partners LLC, any Person that is Controlled by, under common Control with or has one or more of the same Controlling Persons as Beaumont Pointe Partners LLC.

EXHIBIT "F" City of Beaumont/Beaumont Pointe

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Development Agreement

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"Owner's Fee Credit" is defined in Section 2.8.2 to this Agreement. "Parties" is defined in the first paragraph to this Agreement. "Party" is defined in the first paragraph to this Agreement. "Person" means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, joint venture, firm, joint stock company, unincorporated association, governmental entity or other entity, domestic or foreign. "Planning Areas" is defined in Recital C to this Agreement. "Pre -Annexation Agreement" is defined in Recital D to this Agreement. "Prevailing Wage Laws" is defined in Section 5.2 to this Agreement. "Project" is defined in Recital C to this Agreement.
"Project Approvals" means all land use and building approvals, permits, and entitlements and other actions to implement development of the Property that require either discretionary approvals or Ministerial Approval pursuant to the Applicable Rules in order to implement the Project, including but not limited to general plan amendments, adoption or amendment of the Zoning Code, the Specific Plan, or the Sign Program, tentative and final tract maps and parcel maps, subdivision agreements, variances, zoning approvals, use permits, preliminary and final development plans, plot plans, development plans, building, signage or landscape plans, design review, environmental review, site plan review, lot -line adjustments, demolition, site clearance, grading and building permits, and certificates of occupancy which have been requested by Owner and granted or issued by the City.
"Project Rules" means the Applicable Rules, the Existing Project Approvals, and any amendments to this Agreement or Subsequent Project Approvals as may, from time to time, be approved pursuant to and consistent with the requirements of this Agreement. "Property" is defined in Recital B to this Agreement.
"Public Benefit Fee" is defined in Section 11.3.1 to this Agreement. "Public Improvements" means public infrastructure and public facilities, including but not limited to water (potable and recycled) facilities, sewer facilities, flood control facilities, storm drains, utilities, roads, road improvements, lighting facilities and traffic control and other similar infrastructure and facilities servicing the Project.
"RCA" is defined in Recital C to this Agreement.
"Reimbursement Agreement" and "Reimbursement Agreements" are each defined in Section

2.8.3(b) to this Agreement.
"Reserved Off -Site Flow" is defined in Section 2.12.2 to this Agreement. "Sign Program" is defined in Recital F to this Agreement.

Development Agreement
EXHIBIT "F"

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"SOP" is defined in Recital B to this Agreement.
"Specific Plan" is defined in Recital C to this Agreement. "Subsequent Project Approvals" means any and all Project Approvals approved after the date of approval of this Agreement in connection with development of the Property that are not inconsistent with the Applicable Rules and adopted in accordance with the requirements of this Agreement, including the reservation of authority to the City set forth in Section 2.9.2(a) through (e). For purposes of this Agreement, Subsequent Project Approvals adopted consistent with the Applicable Rules and the requirements of this Agreement shall be deemed Project Rules once approved.
"Term" is defined in Section 1.3. to this Agreement.
"TPM" is defined in Recital F to this Agreement.
"Traffic Study" is defined in Section 2.8.1 to this Agreement. "TUMF" is defined in Section 2.8.1 to this Agreement.
"Wildlife Agencies" means the U.S. Fish and Wildlife Services and the California Department of Fish and Wildlife Services, collectively.
"WRCOG" is defined in Section 2.8.1.

Development Agreement
EXHIBIT "F"

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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

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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 Duration of Maps and Project Approvals. 11

2.5 CEQA 12

2.6 Development Timing and Phasing. 12

2.7 Property Acquisition for Offsite Infrastructure 14

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

2.9 Rules, Regulations and Official Policies; Future Rules 17

2.10 Fees, Exactions, Conditions and Dedications. 19

2.11 Completion of Improvements. 20

2.12 Sewer 20

3. Obligations of Owner 21

4. Default, Remedies, Termination. 22

4.1 General Provisions. 22

4.2 Owner's Default; Enforcement 23

4.3 Annual Review 23

4.4 Limitation on Liability. 25

4.5 Applicable Law, Venue and Attorneys' Fees. 25
Development Agreement
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4.6 Invalidity of Agreement. 25

4.7 Termination for Reasons Other than Owner or City Default 25

5. Hold Harmless Agreement. 26

5.1 Hold Harmless Agreement 26

5.2 Prevailing Wages. 27

5.3 Survival of Provisions 27

6. Project as a Private Undertaking. 27

7. Consistency with General Plan. 28

8. Notices. 28

9. Recordation. 28

10. Estoppel Certificates. 28

11. Financial Commitments and Public Benefits. 29

11.1 Community Facilities District 29

11.2 Public Benefits and Public Improvements. 29

11.3 Public Benefit Fee 30

12. Provisions Relating to Lenders. 31

12.1 Lender Rights and Obligations. 31

12.2 Right to Encumber. 32

12.3 Reasonable Modifications 33

13. Annexation 33

13.1 Annexation. 33

13.2 Effect of Denial of Annexation 33

14. Western Riverside County Multiple Species Habitat Conservation Plan. 33

14.1 Criteria Refinement; Map Amendment; Agreement 33

14.2 Effect of Approvals 34

15. Cooperation and Defense of Agreement. 34

15.1 Further Actions and Instruments 34

15.2 Defense of Agreement. 34

15.3 No Moratorium. 34
Development Agreement
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15.4 Certificate of Performance. 34

16. General 35

16.1 Entire Agreement. 35

16.2 Section Headings. 35

16.3 Singular and Plural 35

16.4 Time of Essence. 35

16.5 Waiver 35

16.6 Conflicts of Interest 35

16.7 No Third Party Beneficiaries. 35

16.8 Recitals; Exhibits. 1

16.9 Counterparts. 1
Development Agreement
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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
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buildout of the Property as described in the Specific Plan is referred to in this Agreement as the "Project".

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 Development Agreement
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Agreement have undergone extensive review by the City, including the City Council, and have 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 Benefit 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; (0 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 Agreement
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development standards and design guidelines for the Project, the permitted uses for the Project, 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, Development Agreement
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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 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 Development Agreement
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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

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.

Development Agreement
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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.

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 Development Agreement
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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.

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 Development Agreement
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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 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 Development Agreement
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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 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 Development Agreement
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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.

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.

2.4 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 Development Agreement
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Plan shall automatically be extended, without the need for filing extension applications, and shall remain in effect for Term of this Agreement.

2.5 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 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.

2.6 Development Timing and Phasing.

2.6.1 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 Development Agreement
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phase or portion of the Improvements other than Improvements already commenced and related infrastructure.

2.6.2 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 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.

2.6.3 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.

2.6.4 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, Development Agreement
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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.

2.7 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, 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.

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

2.8.1 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 Development Agreement
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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").

2.8.2 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.

TUMF credits are subject to the approval of WRCOG and only WRCOG can grant fee credits to 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

2.8.3 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 Development Agreement
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2.9 Rules, Regulations and Official Policies; Future Rules.

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2.10 Fees, Exactions, Conditions and Dedications.

2.10.1 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 for each Building prior to issuance of the relevant permit for such Building.

For the sake of clarity, as a condition to 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 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 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".

2.10.3 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.

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2.12 Sewer.

2.12.2 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 Development Agreement
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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

3. Obliiations of Owner.

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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.

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 Development Agreement
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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.

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.

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(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.

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.

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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.

4.7 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.

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(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.

5. Hold Harmless Agreement.

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.

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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).

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. Proiect as a Private Undertaking.

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7. Consistency with General Plan.

8. Notices.

9. Recordation.

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 Development Agreement
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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.

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 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.

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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.

11.3.1 Generally. 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"). Except as set forth in Section 11.3.2 and 11.3.3, the Public Benefit Fee shall be in the sum $1.40 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.

11.3.2 With Fulfillment Center. The City anticipates that the development of a fulfillment center on the Property will result in the City receiving significant sales tax revenues from the fulfillment center. Therefore, if a certificate of occupancy is issued by the City for a fulfillment center on the Property, the Public Benefit Fee will be reduced to $1.00 (rather than $1.40) per square foot for all industrial Buildings in the Project.

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square foot. Notwithstanding the above or anything herein to the contrary, the Three Million Dollar ($3,000,000) non-refundable partial payment required by Section 11.3.1 shall remain non- refundable and shall be retained by City regardless of whether Owner obtains a certificate of occupancy for a fulfillment center on the Property.

11.3.4 Voluntary Payment. 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.

11.4 Street Widening Improvements. There is currently a section of 4th Street approximately 1,050 feet long immediately west of Potrero Blvd where the street improvements on the north and south sides of the centerline have not been completed ("Uncompleted 4th Street Section"). Owner shall complete the full curb to curb improvements within the Uncompleted 4th Street Section upon the later of (a) issuance of a certificate of occupancy for the first building at the Project and (b) if the City does not own (in easement or in fee) the necessary Right of Way to accommodate the improvement, twelve months following acquisition by the City of the necessary Right of Way in fee or by easement.

12. Provisions Relating to Lenders.

12.1 Lender Rights and Obligations.

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 Development Agreement
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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 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.

12.2 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, Development Agreement
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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 trust, mortgage or other security instrument, provided the same does not materially diminish the interests of the City under this Agreement.

13. Annexation.

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 Development Agreement
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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.

15. Cooperation and Defense of Agreement.

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obligations hereunder, provided that if the release relates to the completion of only a phase or particular parcels, the release shall pertain solely to the parcel or parcels which have been completed. The Certificate of Performance shall be signed by the appropriate agents of Owner of the affected parcel(s) or phase and the City and shall be recorded in the official records of Riverside County, California. Such Certificate of Performance is not a notice of completion.

16. General.

16.2 Section Headings. All article, section and subsection headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Amendment.

16.3 Singular and Plural. As used herein, the singular of any word includes the plural.

16.4 Time of Essence. Time is of the essence in the performance of the provisions of this Amendment as to which time is an element.

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CITY:

CITY OF BEAUMONT
By:

Mayor, the City of Beaumont
Attest:
the City Clerk of the City of Beaumont
OWNER:

BEAUMONT POINTE PARTNERS LLC,
a Delaware limited liability company
By:

Name
Its:

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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Place Notary Seal and/or Stamp above Signature:

Signature of Notary Public
Development Agreement
May 28, 2024
S-2 City of Beaumont/ Beaumont Pointe

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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Place Notary Seal and/or Stamp above Signature:

Signature of Notary Public
Development Agreement
May 28, 2024
S-2 City of Beaumont/Beaumont Pointe

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EXHIBIT "A"

LEGAL DESCRIPTION AND DEPICTION OF PROPERTY
Development Agreement
EXHIBIT "A" City of Beaumon/Beaumont Pointe

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EXHIBIT "B"

EXISTING PROJECT APPROVALS

1. General Plan Amendment (PLAN2019-0284)

2. Pre -Zoning and Adoption of Specific Plan (No. SP2019-0003)

3. Sign Program (No. )

4. Vesting Tentative Parcel Map No.

5. Development Agreement ( )

6. EIR (ENV2019-0008), SCH Number 2020099007
Development Agreement
EXHIBIT "B" City of Beaumon/Beaumont Pointe

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EXHIBIT "C"

DEVELOPMENT FEES IN EFFECT AS OF EFFECTIVE DATE
City of Beaumont Development Related Fee Schedule Effective July 1, 2023 Development Agreement
EXHIBIT "C" City of Beaumon/Beaumont Pointe

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Development Agreement
EXHIBIT "D" City of Beaumon/Beaumont Pointe

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EXHIBIT "E"

EXCERPTS FROM CROSSROADS DESIGN MEMORANDUM AND ON -SITE PDR [see attached]
Development Agreement
EXHIBIT "E" City of Beaumont/Beaumont Pointe

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The following table identifies the proposed land uses and square footage and acreage for each Planning Area within the Project.

Table 1: Beaumont Pointe Development - Land Uses
* IMM Land
Planning Area
Land Uses Within Planning Area
Use Quantities
Quantity
P.A.1
Restaurant
30,000.0
sq. ft
Entertainment

0.0 acres
P.A.10
Conservation

0.0 acres
The following table identifies the sewer generation peak flows for each Planning Area within the Project.

Table 2: Beaumont Pointe Development - Average Dry Weather Flows Planning
Area
Land Uses Within
Planning Area
Land Use Quantities
ADWF Generation Rate
Factor
ADWF
(GPD)
ADWF
(GPM)
Quantity
Units
Factor
Units
P.A.1
Restaurant
30,000.0
sq. ft

0.75 GPD/sq. ft
22,500

15.6 Entertainment

4.96 acres
1,175.00
GPD/acre
5,828

4.0 P.A.2
Hotel
125.0
# of Rooms

80.00 GPD/room
10,000

6.9 P.A.3
Industrial/Warehouse

0.6 acres
413.82
GPD/acre
248

0.2 P.A.4
Industrial/Warehouse

31.7 acres
413.82
GPD/acre
13,118

9.1 P.A.5
Industrial/Warehouse

22.83 acres
413.82
GPD/acre
9,448

6.6 P.A.6
Industrial/Warehouse

15.5 acres
413.82
GPD/acre
6,416

4.5 P.A.7
Industrial/Warehouse

13.5 acres
413.82
GPD/acre
5,587

3.9 P.A.8
Industrial/Warehouse

29.7 acres
413.82
GPD/acre
12,290

8.5 P.A.9
Recreation and
Conservation

0.0 acres

0.00 -
0 0.00
P.A.10
Conservation

0.0 acres

0.00 -
0 0.00
Total Average Dry Weather Flow
85,433

59.3 Total Peak Dry Weather Flow
245,193
170.3
Development Agreement
EXHIBIT "E"

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City of Beaumont/Beaumont Pointe

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The following table shows the current firm pumping capacity requirements and the capacity of the Beaumont Point Lift Station as of the Effective Date.

Table 3: Beaumont Crossroads Lift Station — Interim — Required Firm Pumping Capacity Parameter
Flow
Flow
(GPD)
(GPM)
Total Peak Dry Weather Flow
245,761
170.67
Required Pump Capacity Design Factor

Table 4: Beaumont Crossroads Lift Station — Interim + Beaumont Pointe — Required Firm Pumping Capacity
Flow
Parameter
'
M
(GPM)
Total Peak Dry Weather Flow
403.67
Required Pump Capacity Design Factor

1.20 Total Required Firm Pumping Capacity
484.00
Current Firm Pumping Capacity
300.00
Proposed Firm Pumping Capacity Provided by Beaumont Pointe Development Team
514
The following table shows the peak dry weather flows from the Project.

Table 5: Beaumont Development — Peak Dry Weather Flows
Parameter 1
Flow
(GPD)
Flow
(GPM)
Average Dry Weather Flow'
85,433

59.30 Peak Dry Weather Flow Peaking Factor'

2.87 Peak Dry Weather Flow
245,193 170.3
Development Agreement
EXHIBIT "E"

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City of Beaumont/Beaumont Pointe

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The following table shows the design criteria for the Project's On -Site Sewer Lift Station.

Table 6: Beaumont Pointe Development Sewer Lift Station Pumps — Design Criteria Design Criteria
Design Flow
230 GPM
Total Dynamic Head
105-110 feet
Motor Rated Voltage
480 V, 3 phase
Motor Rated Horsepower
12 HP
Maximum Operating Speed
3510 RPM
Type
Submersible
Impeller Type
Adaptive, Solids Handling, Non -
Clogging and Self -Cleaning
Inlet Diameter
6 inches
Discharge Diameter
3 inches
Development Agreement
EXHIBIT "E"

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City of Beaumont/Beaumont Pointe

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EXHIBIT "F"

Development Agreement
EXHIBIT "F"

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City of Beaumont/Beaumont Pointe

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Development Agreement
EXHIBIT "F"

Page 2 ends

City of Beaumont/Beaumont Pointe

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Page 3 ends

Development Agreement

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EXHIBIT "F" City of Beaumont/Beaumont Pointe

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Development Agreement

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2.8.3(b) to this Agreement.
"Reserved Off -Site Flow" is defined in Section 2.12.2 to this Agreement. "Sign Program" is defined in Recital F to this Agreement.

Development Agreement
EXHIBIT "F"

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City of Beaumont/Beaumont Pointe

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"SOI" is defined in Recital B to this Agreement.
"Specific Plan" is defined in Recital C to this Agreement. "Subsequent Project Approvals" means any and all Project Approvals approved after the date of approval of this Agreement in connection with development of the Property that are not inconsistent with the Applicable Rules and adopted in accordance with the requirements of this Agreement, including the reservation of authority to the City set forth in Section 2.9.2(a) through (e). For purposes of this Agreement, Subsequent Project Approvals adopted consistent with the Applicable Rules and the requirements of this Agreement shall be deemed Project Rules once approved.
"Term" is defined in Section 1.3. to this Agreement.
"TPM" is defined in Recital F to this Agreement.
"Traffic Study" is defined in Section 2.8.1 to this Agreement. "TUMF" is defined in Section 2.8.1 to this Agreement.
"Wildlife Agencies" means the U.S. Fish and Wildlife Services and the California Department of Fish and Wildlife Services, collectively.
"WRCOG" is defined in Section 2.8.1.

Development Agreement
EXHIBIT "F"

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City of Beaumont/Beaumont Pointe

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Riverside County
Local Agency Formation Commission
Plan of Services
for the
Beaumont Pointe Specific Plan Project
March 2024

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Plan of Services
Introduction
This Plan of Services (POS) is part of the application by JRT BP 1, LLC to the Riverside County Local Agency Formation Commission (LAFCO) for the annexation of approximately 540 acres of land into the City of Beaumont (City). A separate plan of service has been prepared for the provision of potable and non - potable (recycled) water in the Beaumont -Cherry Valley Water District (BCVWD; see Attachment A). The land to be annexed is located in the Sphere of Influence of both the City and BCVWD and is comprised of Assessor's Parcel Numbers (APN) 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, 422-170-007, 422-170-008, 422- 170-009, 422-170-010, and 422-170-011 (Annexation Area or Project site). Prior to LAFCO consideration of this annexation, the City will have certified the Beaumont Pointe Specific Plan Environmental Impact Report (SCH # 2020099007) (EIR) and pre -zoned the Project site to allow for development of an industrial and commercial development along with open space uses pursuant to the Beaumont Pointe Specific Plan Project (Project), and BCVWD shall have approved the annexation for potable and non -potable water. To accommodate the proposed use, the Project site would need to be annexed into the City and BCVWD.

This POS provides the City, LAFCO, affected property owners, and other interested persons with information regarding existing and proposed local government services for the Project site. A separate Plan of Services for water services has been approved by BCVWD in connection with the annexation of the Annexed Area into the BCVWD service area and information from that Plan of Services has been incorporated into this POS.

The City is considering approval of the following in connection with the Project:
• General Plan Amendment (GPA; PLAN2019-0284);
• Pre -zoning (PLAN2019-0283);
• Beaumont Pointe Specific Plan (SP2019-0003);
• Beaumont Pointe Sign Program (PLAN2022-0856);
• Vesting Tentative Parcel Map No. 38161 (PM2022-0012); • Development Agreement PLAN2023-0906);
• Minor Amendment to the Western Riverside County Multiple Species Habitat Conservation Plan Upon approval by the Riverside County LAFCO, the Project site would be subject to City jurisdiction and the associated City General Plan Land Use and Zoning Amendment.

California Government Code Section 56653 requires an applicant to submit a plan for providing services within the affected territory that includes the following information (Plan for Services; POS) to assist LAFCO in determining the availability of adequate resource supplies to meet projected needs:
• An enumeration and description of the services currently provided or to be extended to the affected territory.
• The level and range of those services.
• An indication of when those services can feasibly be extended to the affected territory if new services are proposed.
• An indication of any improvement or upgrading of structures, roads, sewer or water facilities, or other conditions the local agency would impose or require within the affected territory if the change of organization or reorganization is completed.

Beaumont Pointe Specific Plan

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Plan of Services
• Information with respect to how those services will be financed.

This document utilizes information from the City's Fiscal Year (FY) 2023-2024 Budget, the City of Beaumont General Plan, Beaumont Pointe Draft Specific Plan (SP2019-0003), the Project's Draft Environmental Impact Report (SCH No. 2020099007), and the Water Supply Assessment dated April 13, 2021, and Addendum to Water Supply Assessment dated April 8, 2022 (collectively, WSA) prepared for the Project.

Requested Action
LAFCO approval would be required to:

1. Annex the Project site into the City of Beaumont; and

2. Annex the Project site into the Beaumont -Cherry Valley Water District.

Site Description
As shown on Figure 1, Regional Map, the Project site is a 539.9 -acre undeveloped site (Project site) located in unincorporated Riverside County at the western edge of the City and in the City's Sphere of Influence (SOI). At the local scale, the Project site is located west of Jack Rabbit Trail and south of State Route (SR) 60 (see Figure 2, Vicinity Map). The Project site is nestled in the rolling topography of the northern terminus of the San Jacinto Mountains as they transition into the San Gorgonio Pass and the right of way of the SR - 60 Freeway. The Project site is currently vacant and undeveloped, except for the eastern portion of the site that contains the paved portion of Jack Rabbit Trail. The Project site contains several unmarked trails that are located throughout the site. The Project site contains non-native and native vegetation communities and natural drainage courses. The Project site contains varying topography which includes hillsides, canyons, valleys, and ridges, ranging in elevation between the 2,300 and 2,450 -foot contours mean sea level (msl).

The Project site drains toward the SR -60 Freeway via several drainage courses that extend to the ridgelines of the Badlands foothills. The tributaries feature steep, eroded hillside grades and natural depressed grasslands where drainage flows to 16 existing Caltrans maintained culverts at the SR -60 Freeway.

The City of Beaumont includes approximately 30.91 square miles of land area. The Project site represents an increase of approximately 2.72 percent of the City's geographic size.

Beaumont Pointe Specific Plan

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Plan of Services

HIGHLAND
Redlands

REDLANDS

SAN BERNARDINO COUNTY
RIVERSIDE�COUNTY
MORENO
VALLEY
5`
PERRIS

MENIFEE
0 0.75 1.5 3
Municipal
Miles

YUCAIPA
CALIMESA 1
IIER DIA_
.!- I +
11 f�4
R,\
1 L

BEAUMONT
SAN

JACINTO
HEMET
t
L_

BANNING

BEAUMONT
V:Ss_ A
- I
i
Source(s). ESRI, RCTLMA (2021), SB County (2020)
�,.aiYfA'
•
\'>
Figure 1
Regional Map
Beaumont Pointe Specific Plan Page 3 of 30

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March 2024

Plan of Services

HOUSE RD

CALIMESA

BEAUMONT

OLIVE AVE
Source(s): ESRI, RCTLMA (2021)
SAN TIMOTEO CANYON D`MAVE—
CHAMPIONS D.

BEAUMONT
Sid\" _.I•ACI\11O 1IOJ \ I S \'. _
K,L. I
30 , f.. -

CHERRY VALLEY BLVD
NANCY

HANNON RDDN ST
�- BROOKSIDE AVE
"NZ FAIRWAY RD

UNION PACIFIC RAILROAD
C CASTELLO LN—
0 'o
OLi�FWOOD WFy/a

UNINCORPORATED

RIVERSIDE COUNTY,-,

GILMAN SPRINGS RD
0 0.25 0.5 1
Miles
Potrero Blvd
Potrero Blvd
Extension
-DA`1\O

OAK VALLI
4TH ST
Figure 2
/ L

OGMP RD
AG
Vicinity Map
Beaumont Pointe Specific Plan Page 4 of 30

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March 2024

Plan of Services
Project Site (Annexation Area) Development Concept
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 (approximately 90,000 sf) and a maximum of 4,995,000 sf of industrial uses (See Figure 3, Conceptual Site Plan). 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 open space — conservation area would be preserved as natural habitat and dedicated to the Regional Conservation Authority (RCA) in accordance with the Western Riverside County Multiple Species Habitat Conservation Plan (MSHCP). Additionally, 78.40 acres of off -site lands would be conserved. 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. Currently, water, recycled water sewer and telecommunications lines are present in the 4th Street right-of-way adjacent to (approximately 350 feet from) the eastern boundary of the Project site and would be extended onto the Project site in the first phase of development.

Access/Circulation
Interim regional access to the Project site is available from the SR -60 Freeway via the Western Knolls and Veile Avenue/6th Street interchanges and 1-10 Freeway via the Oak Valley Parkway and Beaumont Avenue interchanges. Once the Potrero Boulevard interchange is constructed, regional access to the Project site is available from the SR -60 Potrero Boulevard interchange' approximately 1.3 miles to the east, and the Interstate (1) 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 1-10, 3 miles west from the westbound on -ramp of the 1-10 Freeway at Oak Valley Parkway via Potrero Boulevard, and 14 miles east of Interstate 215 (1-215).

Local access to the Project site would be provided from the future extension of 4th Street from Jack Rabbit Trail to Potrero Boulevard; 4th Street between the western edge of Hidden Canyon Industrial Park, located immediately to the east of the Project site, and Potrero Boulevard was recently constructed as an industrial collector with a 78 -foot right-of-way and 56 -foot curb -to -curb. Upon construction of the Project, access from the Project site to the SR -60 via Jack Rabbit Trail would be restricted, with the northerly portion of Jack Rabbit Trail to the SR-60/Jack Rabbit Trail interchange utilized as secondary emergency vehicle access and emergency egress (fire and emergency vehicle) only. 1 The Project would contribute to the SR-60/Potrero Boulevard interchange improvement project through payment of TUMF fees; construction of the interchange is planned to be completed in 2026/2027.

Beaumont Pointe Specific Plan

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Plan of Services
Source(s): Herdman (07-21-2021)
Figure 3
Not
to
Scale
Conceptual Site Plan
Beaumont Pointe Specific Plan

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March 2024

Plan of Services
Existing General Plan Land Use and Zoning
A. General Plan Land Use Designations

1. County of Riverside
The Project site is within the Pass Area Plan of unincorporated Riverside County2. The Pass, or more specifically the San Gorgonio Pass Area, is a distinctive geographical area between the Coachella, San Jacinto, and Moreno Valleys. The prevailing planning documents for the Pass Area are the Riverside County General Plan and Pass Area Plan. According to the Pass Area Land Use Plan, the Project site is designated as Rural Mountainous (RM). The RM designation allows single-family residential uses with a minimum lot size of 10 acres. The designation allows for limited animal keeping, agriculture, recreational uses, compatible resource development (which may include the commercial extraction of mineral resources with approval of a Surface Mining Permit) and associated uses and governmental use.

2. City of Beaumont
The Project site is in the SOI for the City of Beaumont within unincorporated Riverside County and in the Jack Rabbit Subarea3. The City's General Plan indicates that the Jack Rabbit Subarea is entirely in the SOI and is currently governed by the County of Riverside General Plan. In addition, a 78.40 -acre off -site area that is outside of the Project boundary is in Riverside County and not within the City's SO1.4 The entire Jack Rabbit Subarea, which includes the Project site, contains the mountainous range known as the San Timoteo Badlands. This area is designated in the City's General Plan as Rural Residential 1 and was intended to maintain consistency with the current Riverside County zoning designation of one - acre residential lots. Refer to Figure 4, City of Beaumont Existing General Plan Land Use Designation.

B. Zoning Classification

1. County of Riverside
Based on Riverside County Ordinance No. 348, the Project site is zoned "Controlled Development Areas" with a minimum 20 -acre lot (W-2-20). The W-2 zone allows one -family dwellings, light agriculture, aviaries, apiaries, grazing of farm animals, and animal husbandry. Additionally, the W-2-20 zone allows the following with a Plot Plan approval: guest ranches, educational institutions, country clubs, churches, and meat cutting/packing plants without slaughtering. Further, the W-2-20 allows the following uses with a Conditional Use Permit approval: airport, cemetery, hunting clubs, lumber mill, trail bike park, rodeo arena, commercial stable, menagerie, and animal hospital. Refer to Figure 5, Riverside County Existing Zoning Classification. 2 https://gis.countyofriverside.us/Html5Viewer/?viewer=MMC Public 3 https://www.beaumontca.gov/DocumentCenter/View/36620/Beaumont-GPU-Public-Draft 4 This 78.40 -acre area would be preserved as natural habitat and dedicated to the Regional Conservation Authority (RCA) in accordance with the Western Riverside County Multiple Species Habitat Conservation Plan (MSHCP).

Beaumont Pointe Specific Plan

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Plan of Services
Source(s): ESRI. City of Beaumont (2021)
Figure 4
l
LEGEND
Project Boundary
Beaumont Sphere of Influence
Beaumont City Boundary

BEAUMONT GENERAL PLAN LAND USE
Open Space
Rural Residential 1
Rural Residential 10
Single Family Residential
0 275 550 1,100
Feet

BEAUMONT
RURAL RESIDENTIAL 1

BEAUMONT
-4.

SPHERE OF INFLUENCE
fz,

SINGLE FAMILY

RESIDENTIAL

SINGLE FAMILY RESIDENTIAL
SPACE

SINGLE FAMILY RESIDENTIAL

BEAUMONT
4th Street
RURAL RESIDENTIAL 10
RIM 0
City of Beaumont Existing General Plan Land Use Designation Beaumont Pointe Specific Plan

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March 2024

Plan of Services

SPHERE OF INFLUENCE

BEAUMONT

PROJECT SIT
LEGEND
JProject Boundary
® Beaumont Sphere of Influence

1._..] Riverside County Boundary
W-2-20

RIVERSIDE COUNTY ZOING CLASSIFICATION
W-2
—1 W-2-20
0 275 550 1,100
Feet
r. .
•
W-2-20

BEAUMONT
A

SPHERE OF INFLUENCE
•
•
♦'
Source(s): ESRI, RCTLMA (2021)
Figure 5

BEAUMONT
W-2-20
4th Street
Riverside County Existing Zoning Classification
Beaumont Pointe Specific Plan

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March 2024

Plan of Services

2. City of Beaumont
Because the Project site (Specific Plan Area) is within the City's SOI within unincorporated Riverside County, the City has not adopted any zoning designations for the Project site. Although a City may pre - zone property in its SOI, that zoning is not effective until such time as an annexation becomes effective (see Govt Code Section 65859). As further described below, as part of the application process for the Project the City would pre -zone the Project site to allow for development of the Project. In addition, a 78.40 - acre off -site area that is outside of the Project boundary is in Riverside County and not within the City's SOI.5
Proposed General Plan Land Use and Zoning
A. General Plan Amendment
As noted above, the Project site is currently outside of the City's boundaries and is regulated by the County of Riverside. Nonetheless, the City has provided initial land use designations in its General Plan for properties in its SOI, including the Project site, and the Project site is currently designated "Rural Residential." The Project will include a General Plan Amendment (GPA) that would amend the City of Beaumont's General Plan Land Use Map to change the land use designations for the Project site from "Rural Residential" to "Industrial (I)," "General Commercial (GC)," "Open Space (OS)," and "Open Space - Conservation (OS -C)." In addition, a 78.40 -acre off -site area that is outside of the Project boundary is in Riverside County and not within the City's SOI. This 78.40 -acre area would be preserved as natural habitat and dedicated to the RCA in accordance with the Western Riverside County Multiple Species Habitat Conservation Plan MSHCP and no general plan amendment for this area would occur.

B. Pre -Zone
The Project site is identified within the City of Beaumont Zoning Map as located in the City of Beaumont SOI; no pre -zoning is identified, and the Project site is currently regulated by the County of Riverside. With approval of the Project entitlements by the City, the Project site would be pre -zoned (PLAN2019-0283) on City's Zoning Map as "Specific Plan". This pre -zoning would become effective upon annexation of the Project site into the City (see Government Code Section 65859[a]). In addition, a 78.40 -acre off -site area that is outside of the Project boundary is in Riverside County and not within the City's SOI. This 78.40 -acre area would be preserved as natural habitat and dedicated to the RCA in accordance with the Western Riverside County Multiple Species Habitat Conservation Plan MSHCP and no zone change for this area would occur.

C. Specific Plan
The Specific Plan will function as the regulatory document for implementing zoning for the entire Project site, ensuring the orderly and systematic implementation of the City's General Plan. The Specific Plan establishes the necessary land use plan, development standards, design guidelines, infrastructure systems, and implementation strategies on which subsequent, Project -related development activities would be founded. Upon adoption of the Specific Plan, subsequent project -specific subdivision maps, plot plans, conditional use permits, grading and building permits, or any other actions requiring either ministerial or discretionary approvals would be required to demonstrate consistency with the Specific Plan. The Specific Plan requires future development on the Project site to comply with the applicable development standards and design guidelines from the Specific Plan and, where applicable, the Beaumont Municipal Code. 5 This 78.40 -acre area would be preserved as natural habitat and dedicated to the RCA and no zone change for this area would occur.

Beaumont Pointe Specific Plan

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Plan of Services

1. Land Use Plan
The Specific Plan Land Use Plan (see Figure 6, Conceptual Land Use Plan) establishes the boundaries of four (4) General Plan Land Use Designations: General Commercial (GC), Industrial (I), Open Space (OS), and Open Space - Conservation (OS -C) that are consistent with the General Plan land use designations established by the General Plan Amendment. For planning purposes, the Specific Plan is divided into 10 Planning Areas (PA). A PA is a specific geographic area to which identified Development Standards and Zoning Requirements are uniformly applied.

The net acreage of each PA may vary by as much as 15%, provided that the overall maximum acreages for the Industrial PAs and for the General Commercial PAs within this Specific Plan are not exceeded. Table 1, Land Use Plan Statistical Summary, lists each PA and its representative General Plan Land Use Designation, acreage, and target development intensity by General Plan Land Use Designations.

Table 1 Land Use Plan Statistical Summary

PLANNING
AREA

LAND USE DESIGNATION
ACRES
TARGET

DEVELOPMENT

INTENSITY
1 General Commercial

26.0 246,0001
125 hotel rooms
2 General Commercial

4.2 General Commercial Subtotal

30.2 246,000
125 hotel rooms
3 Industrial

1.8 35,000
4 Industrial

67.3 1,379,000
5 Industrial

52.2 981,000
6 Industrial

33.6 700,000
7 Industrial

30.2 600,000
8 Industrial

47.5 1,300,000
Industrial Subtotal
232.6
4,995,000
9 Open Space
124.7
N/A
10 Open Space - Conservation
152.4
N/A
Open Space Subtotal
277.1
N/A

PROJECT TOTAL
539.9
5,241,000
125 hotel rooms
Notes:
1 PA 2 is anticipated to include a 125 -room limited -service hotel (approximately 90,000 square feet). The 90,000 square feet of hotel use is not counted as part of the General Commercial's 246,000 maximum building square footage or as part of the Industrial square footage because the Project's traffic analysis for the commercial site estimates traffic for hotel uses based on the number of rooms. This 90,000 sf is counted towards the Project total square footage of 5,331,000.

Beaumont Pointe Specific Plan Page 11 of 30
March 2024

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Plan of Services
Figure 6
'.". ::.:': '.•. 4` TH STREET>

PRIVATE ACCESS

TO HOY RANCH
Source(s): ESRI, RCTLMA (2022), City of Beaumont (2004) Composite: Proactive Engineering Consultants (2020),Herdman Architecture (07-09-2021) 0 300 600 1,200
Feet
Limits of Disturbance
overlaps with
Property Boundary

STATISTICAL SUMMARY

PA LAND USE DESIGNATION ACRES
1 2
7' L • V CI'

GENERAL COMMERCIAL

GENERAL COMMERCIAL SUBTOTAL

26.0 4.2

30.2 3
4 5
6 7
8 INDUSTRIAR

INDUSTRIAL

L INDUSTRIAL

INDUSTRIAL

INDUSTRIAL
f INDUSTRIAL

I INDUSTRIAL SUBTOTAL

1.8 67.3

52.2 33.6

30.2 47.5
232.6
9 OPEN SPACE
124.7
10 OPEN SPACE - CONSERVATION
152.4
PROJECT TOTAL 539.9
wote' Industrial Way (40') and Entertainment Way 150'1 are private roads.

Connection fo Ezrstrng
Jack R`abbitiTrail

PRIVATE ACCESS

TO HOY RANCH
Conceptual Land Use Plan
Beaumont Pointe Specific Plan

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March 2024

Plan of Services
Changes In Service Providers
This POS identifies the current public services providers for the Project site and the public service providers that would serve the Project site upon LAFCO's approval of the proposed annexation; see Table 2, Current and Proposed Public Service Providers. LAFCO uses a POS to determine whether those agencies potentially affected by the proposed annexation have the capacity to provide necessary public services.

The POS does not constitute, and is not intended to provide, a detailed fiscal analysis of the proposed annexation. The POS broadly considers potential budgetary implications of the annexation action.

Table 2 Current and Proposed Public Service Providers
Service
Current Provider
Provider After Annexation
Animal Shelter/Control
Riverside County Department of
Animal Services
City of Beaumont Animal
Control Services Department
Fire Protection
Riverside County Fire
Department
Riverside County Fire
Department
Law Enforcement
Riverside County Sheriff's
Department
City of Beaumont Police
Department
Library Services
None
Beaumont Library District
Parks and Recreation
None
City of Beaumont and
Beaumont -Cherry Valley
Recreation and Park District
Roads and Circulation
Riverside County Transportation
Department
City of Beaumont
Solid Waste Collection
Riverside County Department of
Waste Resources
City of Beaumont (contract with
Waste Management, Inc.)
Stormwater Drainage
Riverside County Flood Control
and Water Conservation District
Riverside County Flood Control
and Water Conservation District
City of Beaumont (Local
Stormwater Drainage Facilities)
Wastewater Services
None
City of Beaumont
Water Services
None
Beaumont -Cherry Valley Water
District
Schools6
Beaumont Unified School
District
Beaumont Unified School
District
Other Utilities
Electricity: Southern California
Edison
Natural Gas: Southern California
Gas Company
Telecommunications: Various
Electricity: Southern California
Edison
Natural Gas: Southern California
Gas Company
Telecommunications: Various
Lighting, Landscaping, and
Street Sweeping
None
Commercial Owners Association
6 The Project consists of a commercial and industrial development and does not generate a need for additional school facilities. The Project would be required to pay development impact fees to Beaumont Unified School District (BUSD) at the time of issuance of building permits. BUSD would be collect these school impact fees pursuant to Senate Bill 50.

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Plan of Services
The following sections will provide an overview of changes in service providers that would occur upon annexation. Where the provider would change upon annexation, the discussions also assess the potential impact of the proposed annexation on service provider's capacity to provide necessary services.

Animal Control
Riverside County Department of Animal Services currently provides animal control services for the Project site. The services provided by the Riverside County Department of Animal Services are as follows:
1) Clinic Services: spraying and neutering; vaccinations; low-cost rabies clinics; micro -chipping; quarantine; and euthanizing.
2) Field Services: stray, injured, and dead animal complaints; animal turn -in; cruelty investigations; barking dog complaints; leash law violations; rabies reports; bite reports and quarantines; potentially dangerous, dangerous, and vicious dog hearings; dog license inspection/collect fees; kennel license requires/inspections; emergency response and investigations; subpoenas for records.
3) Shelter Services: adoptions; animal turn -in; animal behavior classes; upkeep of impounded animals; and animal records.

Upon annexation, the City of Beaumont Animal Control Services Department will provide animal control services for the Project site. The Department is responsible for enforcement of State and local animal laws and regulations, including licensing of animals.

A. Implications for Animal Control Services
The City's Fiscal Year (FY) 2023-2024 Budget allocated $385,923 for animal control services'. The proposed annexation would increase the City's size by 2.72 percent and any increased demands for Animal Control Services would be proportionally nominal, as compared to the City. The Project would establish commercial and industrial uses that would not be expected to increase the local animal/pet population.

Animal control services provided to the Project site through the City would be similar to those services currently provided by Riverside County. Mitigation fees, property taxes, and revenues generated by development within the Project site would be available to the City to offset any increased costs for animal control services with little or no net effect on the City's budget (see Attachment B).

Fire Protection
Riverside County Fire Department (RCFD) currently provides fire protection services for the Project site.

Under existing conditions, the Project site places minimal demand on the RCFD because the Project site is undeveloped and vacant. After annexation, the City of Beaumont would provide fire protection services through its contract with the RCFD in conjunction with CalFire for Citywide fire protection, emergency medical services, and fire safety education. As such, the ability and capacity to provide fire protection services would not change upon annexation, only the means of paying for fire protection services.

There are two fire stations within the City limits: Station 66 and Station 20. Station 66, located at 628 Maple Avenue (approximately 3.6 roadway miles east of the Project site), is staffed 24/7 with career firefighters and would provide initial response. Station 66 has one staffed Type 1 engine, one staff Medic squad and can respond within 7 minutes to the proposed entrance of the Project site. Secondary response would be ' https://city-beaumont-ca-budget-book.cleargov.com/8398/departments/animal-control Beaumont Pointe Specific Plan

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Plan of Services
provided from RCFD Station 20, which is located at 1550 E. 6th Street in Beaumont (approximately 5 roadway miles east of the Project site) and can respond within approximately 9 minutes to the Project entrance. Beaumont Station 20 has one staffed Type 1 engine.

In September 2022, the City commenced the construction of new Fire Station No. 106 (the "West Side Fire Station") along Potrero Boulevard across from Olivewood Avenue. Construction is expected to take approximately twelve months. The new fire station will be approximately 10,000 sq. ft. and will include living quarters, offices, a fitness center and large bays to house multiple fire apparatus. Staffing will include three to four personnel, including a paramedic to provide advanced life support care. Services from the facility will be provided 24 hours a day, 7 days a week and 365 days of the year. Personnel at this station will be equipped with cardiac monitors, advanced life support medications, intubation equipment, trauma life support equipment, auto extrication tools, and more. The apparatus which will be housed in the facility will be capable of suppressing structure, wildland, vehicle, and other types of fires. The new station will decrease response times for the City's west side communities, including Olivewood, Tournament Hills, Tukwet and the new logistics centers located off of SR -60.

According to the RCFD 2016 TriData Report, units should travel to calls within the defined response time goal for the appropriate population density classification 80% of the time. As noted in the report, Station 66 was in compliance of meeting the defined response time 81.4% of the time and Station 20 was in compliance 83.9% of the time. Additionally, areas that have fewer units available or are farther from neighboring stations are more impacted than others by an increase in emergency calls. They have greater workload sensitivity —as the workload increases their ability to meet the demand decreases. Station 66 is considered to have a low sensitivity workload, and Station 20 is considered to have moderate sensitivity, both with the capacity for more workload. Station 106 would absorb a portion of Station 66 and Station 20's call volumes and would be anticipated to have slightly lower call volume than the existing stations.

A. Implications for Fire Protection Services
The City's FY 2023-2024 Budget allocated $6,820,202 for fire protection services8. The Project is estimated to generate approximately 5,456 permanent jobs at Project buildout. The number on site at any given time may likely be half the estimated employee population, due to employee shift work, estimated transient population and operating hours of individual businesses. Based on this information, the total maximum estimated total population (which includes employees and transient use) of the Project site at any given time, is projected to be 2,728 persons.

Based on the assumptions above, the Project development is estimated to increase call volume up to 191 calls per year (4 calls per week or 16 calls per month). In 2021, Fire Stations 66 and 20 had a combined emergency responses of 4,412 calls per year (2,607 and 1,805 respectively), or 7.1 and 4.9 calls per day per station respectively. The level of service demand for the Project raises overall call volume but is not anticipated to impact the existing fire stations to a point that they cannot meet the demand. For perspective, five calls per day are typical in an urban or suburban area. A busy fire station company would be one with 10 to 15 or more calls per day. Upon buildout of the Project site, Fire Station 66 could respond to an additional 4 calls per week, although the number will likely be lower than that based on the conservative nature of the population and calls per capita data used in this estimate. Additionally, with the operational status of new Fire Station 106, estimated to be operational late 2023, call volumes are anticipated to be reduced for the two existing stations and Station 106 should be approximately 5 to 7 calls per day.

Further, all development proposals within the Project site would be subject to Fire Department review.

Department review ensures that the design of proposed developments within the Project site conform to 8 https://city-beaumont-ca-budget-book.cleargov.com/8398/departments/fire Beaumont Pointe Specific Plan

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Beaumont City CouncilJune 4, 2024

Beaumont City Council
June 4, 2024