Beaumont City Council
February 18, 2025

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Section 1.5 (the "Project"). The Project is capital intensive, especially in its initial phases requiring major investment in public facility and on -site and off -site improvement prior to the construction and sale of housing in order to make the Project economically and fiscally feasible. The Project is fully compatible with the proposed development of the Banning Property.

F. The Property is currently located within the sphere
of influence of but has not yet been annexed to the City. It is the present intent of the parties that annexation of the Property to the City will occur following approval by the City of the Development Plan defined in Section 1.5. Pursuant to Government Code Section 65865(b), this Agreement shall become operative on the effective date of the annexation, so long as the annexation is completed prior to December 31, 1992, failing which it shall expire on that date and be of no further force or effect.

G. City's General Plan designation for the Property is
Residential Planned Unit Development (PUD), and the Specific Plan being adopted concurrently herewith as a part of the Development Plan as defined in Section 1.5 implements the City General Plan and its various component elements by providing specific land use and development standards. Developer and City desire to provide through this Agreement specific development criteria to be applicable to the Property upon its annexation to the City which will provide for maximum utilization of the Property in ac ordance with sound planning principals.

H. city has determined that the use and intensity of use provided in this Agreement is consistent with the City's General Plan applicable to the Property.

I. Development of the Property pursuant to the
Development P1 n as defined in Section 1.5, which is largely vacant area al ost totally lacking in required infrastructure improvements, equires the construction of substantial
reasonable pub is improvements early in the development and construction process. Certain development risks and
uncertainties associated with the long term nature of the development, including the cost of the portion of those regional public improvements required to be installed at the inception of the development, could discourage and deter Developer and other owners in the vicinity from making the long term commitments necessary to fully develop the Property pursuant to the Development Plan. It is only the assurance of the ability to complete the private income producing components of the Development Plan in general that provides the inducement to Developer to agree to commit the land and financial resources required to commence and proceed with development. The parties -2-
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desire to enter into this Agreement in order to assure that the Property is developed as an integrated planned community in general, and that the uncertainties to such development over which the City has control are removed.

J. Developer has applied for, and City, concurrently
with approval of this Agreement, has approved the Development Plan (as in Section 1.5) in order to protect the interests of its citizens and the quality of the community and environment through the specific plan process (Government Code Section 65450 et seq.) As part of that process of approving the Development Plan, City has undertaken, pursuant to the California
Environmental Quality Act ("CEQA"), the required analysis of the environmental effects which would be caused by the Project.

City has imposed a series of mitigation measures in connection with the development of the Project to eliminate or reduce to a level of insignificance many significant adverse impacts caused by the Project. As to those significant adverse impacts which cannot be eliminated or reduced to a level of insignificance, the City Council has adopted a statement of overriding
considerations pursuant to CEQA setting forth why the beneficial aspects of the Project outweigh those significant adverse impacts which cannot be eliminated or reduced by mitigation measures. On January 14, 1991, the City Council of City adopted Resolution No. 1991-03, certifying the environmental impact report ("EIR") prepared for the Project as being complete and adequate and complying with CEQA. Pursuant to Government Code Section 65457 and Public Resources Code Section 21166 the City acknowledges that no subsequent or supplemental Environmental Impact Report Shall be required by the City for the subsequent approvals implementing the development of the Property, whether ministerial or discretionary, unless:
(1) Changes are proposed by Developer
which by law will require revisions to the EIR;
or
(2) New information which was not known
and could not have been known at the time the EIR
was certified as complete becomes available;
provided, however, that reanalysis of data
already a*amined and reported in the EIR shall
not be colisidered new information. The term "new
information" does not mean discovery that
probabilities of adverse (or beneficial) results
considered in the approval of this Agreement, the
Development Plan as defined in Section 1.5 or the
EIR may p ove incorrect, or that such
probabili ies are or are not becoming, or have or
have not ecome realities, but instead required
that the ctual quantitative and politative
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extent of the underlying issues was not
considered and could not have been considered in
the environmental analysis associated with the
approval of this Agreement and the EIR.

K. The Development Plan implements the goals and
policies of the City's General Plan described in the Specific Plan referred to in Section 1.5, below, and provides balanced and diversified land uses in order to maintain the overall quality of life and of the environment within City and to impose appropriate requirements with respect to land development and usage.

L. Developer has requested City to consider entering
into a development agreement relating to the Project and pro- ceedings have been taken in accordance with City's rules and regulations.

M. On March 25
adopted Ordinance No. 698
Developer.

N. City acknowledges that by electing to enter into
contractual agreements such as this Agreement, the obligations of which shall survive beyond the term or terms of the present City Council members, such action will serve to bind the City and future City Councils to the obligations hereby undertaken.

By obligating the City pursuant to this Agreement, the City Council has elected to exercise certain governmental and proprietary powers at the present time rather than deferring its action to some undetermined future date. The terms and
conditions of this Agreement have undergone extensive review by the City and its City Council and have been found to be fair, just and reasonable, and the City has found and determined that the execution of this Agreement is in the best interest of the public health, safety and general welfare of City and its residents and that adopting this Agreement constitutes a present exerciseofits police power.
, 1991, the City Council of City
, approving this Agreement with
The parties agree as follows:

1. Definitions.

1.1 "Agreement" is this Development Agreement.

1.2 "Agreement Date" is the date this Agreement is
approved by the City Council.

1.3 "Build -Out Phasing Plan" means a plan to be
prepared by Developer showing the intended build -out schedule of the Project. The Build -Out Phasing Plan as more particularly -4-

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A
described in Section 11.2 shall be advisory only and shall not be binding on Developer.

1.4 "City" is the City of Beaumont, California.

1.5 "Development Plan" is all of those ordinances,
resolutions, codes (except as provided in Section 12.1(c)), rules, regulations and official policies of City governing the development and use of the Property as of the Agreement Date, including, without limitation, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the Property, and all of those permits and approvals which are referenced on Exhibit "D" which have been issued or granted by City in connection with any of the foregoing. Specifically, but without limitation, such Development Plan includes the Deutsch Planned Community Specific Plan adopted by the City Council on January 14, 1991 by Resolution No. 1991-03 pursuant to Government Code Section 65450 et.seq. (hereinafter the "Specific Plan") allowing the
construction of a maximum of 4,716 residential dwelling units ranging in average density from approximately four (4) d.u.'s/ acre to approximately fifteen (15) d.u.'s/acre, a fifteen (15) acre community commercial site, five (5) elementary and one (1) junior high school site, a twenty-three (23) acre community park, a twenty-one (21) acre trail park adjacent to the San Diego Gas and Electric Easement, and, three (3) additional neighborhood parks totaling 21 acres adjacent to schools. The average density for the Specific Plan areas is approximately 4.1 d.u.'s/acre.

1.6 "Effective Date" is that date which is the
later to occur of (a) the expiration of the time for filing a referendum petition relating to this Agreement if no such petition is filed within such period, (b) the certification of the results of ',a referendum election are declared approving this Agreement if a referendum petition is filed within the
applicable period, or (c) the date that the annexation of the Property to this City is completed, provided that such
annexation is completed prior to December 31, 1992.

1.7 "Developer" is Aleisian Farms, a California
general partne ship, Highland Farms, a California general partnership an Banning Farms, a California general partnership as their inter sts appear on the title report attached as Exhibit "C" and their respective successors in interest to all or any part of the Property.

1.8 "Project" is the proposed development of the
Property included within the Development Plan and associated -5-
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amenities, including, without limitation, on -site and off -site improvements contemplated by the Development Plan, as the same may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.9 "Property" is the real property on which the
Project is, or will be, located as described on Exhibit "A" and shown on Exhibit "B."

2. Exhibits. The following documents are referred to in this Agreement, attached hereto and incorporated herein by this reference:

Exhibit Designation Description
A
B
D
Legal Description of
the Property
Map of Property
Title Report Showing
Ownership Interests in
the Property
Permits and Approvals
Constituting
Development Plan
E Benefits to City
F List of Fees and
Assessments

3. Mutual Benefits. This Agreement is entered into for
the purpose of carrying out the Development Plan for the Project in a manner that will insure certain anticipated benefits to both City, including, without limitation, residents of City, and Developer as set forth in this Section. City and Developer agree that, due to the size and duration of the Project, certain assurances on the part of each party as to the Project will be necessary to achieve those desired benefits.

3.1 Benefits to Citv. The benefits to City
(including, without limitation, the residents of City) under -6-
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this Agreement include, but are not limited to those set forth in Exhibit "E."

3.2 Benefits to Developer. Developer has expended
and will continue to expend substantial amounts of time and money on the planning and infrastructure construction of the Project. In addition, Developer will expend substantial amounts of time and money in constructing public improvements and facilities and in providing for public services in connection with the Project. Developer would not make such additional expenditures without this Agreement and such additional expend- itures will be made in reliance upon this Agreement. The bene- fit to Developer under this Agreement consists of the assurance that Developer will preserve the right to develop the Property as planned and as set forth in the Development Plan.

4. Interest of Developer. Developer represents that De- veloper has a legal or equitable interest in the parcels comprising Property.

5. Binding Effect of Agreement. The terms and
conditions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.

6. Protect as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private and not a public sector development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent Contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property by the owner of such Property.

7. Term. The term of this Agreement shall commence upon the Effective Date and shall continue until all permits and approvals required to complete the development of the Project as contemplate&by the Development Plan have been issued, provided that in no event shall such term exceed twenty-five (25) years following the Effective Date of this Agreement as to those lots or parcels of the Property under this Agreement, if any, for which a grading or building permit has either not been issued or has otherwise expired. Notwithstanding the foregoing, as to any lot or parcel on the Property not subject to the preceding sentence, the term of this Agreement and the Development Plan regulations and specifications thereunder shall be extended for a period of fifty (50) years commencing on the date that this Development Agreement would have otherwise expired.
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8. Chances in Protect. Developer shall not be entitled
to any change, modification, revision or alteration in the De- velopment Plan relating to the permitted uses of the Property, the density or intensity of use, the maximum height and size of proposed buildings or the provision for reservation or dedica- tion of land for public purposes other than those allowable changes, modifications and alterations permitted under the Development Plan and in particular the Specific Plan, without review and approval by those agencies of City approving the Development Plan in the first instance. Subject to the
foregoing provisions of this Section 8, City acknowledges that Developer may seek new entitlements to use and amendments to entitlements to use in connection with the development of the Project. The approval of any changes in the Project as set forth in this Section 8 shall be in the discretion of the City and shall be effectuated as set forth in Section 11.4 below.

9. Hold Harmless.

9.1 By Developer. Developer shall hold City, its
officers, agents, employees, partners and representatives harmless from liability for damage or claims for damage for personal injury, including death and claims for property damage, which may arise from the activities of Developer or those of Developer's contractors, subcontractors, agents, employees or other persons acting on Developer's behalf which relate to the Project. Developer shall defend City and its officers, agents, employees, partners and representatives from actions for damages caused or alleged to have been caused by reason of Developer's activities in connection with the Project.

9.2 By City. City shall hold Developer, its
officers, agents, employees, partners and representatives harmless from liability for damage or claims for damage for personal injury, including death and claims for property damage, which may arise from the activities of City or those of City's contractors, subcontractors, agents, employees or other persons acting on City's behalf which relate to the Project. City agrees to and shall defend Developer and its officers, agents, employees, partners and representatives from actions for damages caused or alleged to have been caused by reason of City's activities in connection with the Project.

10. Vested Right. By entering into this Agreement and
relying thereon, Developer is obtaining a vested right to pro- ceed with the Project in accordance with the Development Plan, but subject to any remaining discretionary approvals required in order to complete the Project as contemplated by the Development Plan (which discretion shall be exercised in accordance with the Development Plan). By entering into this Agreement and relying thereupon, City is securing certain public benefits which help to alleviate potential problems in City and enhance the public health, safety and welfare. City therefore agrees to the following:
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10.1 No Conflicting Enactments. Neither the City
Council of City nor any other agency of City shall enact an ordinance, policy, rule, regulation or other measure applicable to the Project which relates to the rate, timing or sequencing of the development or construction of all or any part of the Project or which is otherwise in conflict with this Agreement.

10.2 Intent of Parties. In addition to and not in
limitation of the foregoing, it is the intent of Developer and City that no moratorium or other limitation (whether relating to the rate, timing or sequencing of the development or construc- tion of all or any part of the Project and whether or not enacted by initiative or otherwise) except a moratorium imposed by City to implement State or Federal laws, statutes,
regulations, policies or orders as provided in Section 12.3, affecting parcel or subdivision maps, building permits, site development permits, special use permits, conditional use permits, occupancy certificates or other entitlements to use or permits approved, issued or granted within City, or portions of City, shall apply to the Project to the extent such moratorium or other limitation is in conflict with this Agreement. Not- withstanding the foregoing, should an ordinance, general plan or zoning amendment, measure, moratorium, policy, rule, regulation or other limitation enacted by citizens of City through the initiative process be determined by a court of competent juris- diction to invalidate or prevail over all or any part of this Agreement, Developer shall have no recourse against City pursuant to this Agreement, but shall retain all other rights, claims and causes of action at law or in equity which Developer may have independent of this Agreement. The foregoing shall not be deemed to limit the Developer's right to appeal any such determination of such ordinance, general plan or zoning amend- ment, measure, policy, rule, regulation, moratorium or other limitation which purports to invalidate or prevail over all or any part of this Agreement. City agrees to cooperate with owner in all reasonable manners in order to keep this Agreement in full force and effect.

11. General Development of the Protect.

11.1 Pro ect. While this Agreement is in effect,
Developer shall have a vested right to develop the Project in accordance with the terms and conditions of this Agreement, and in accordance with, and to the extent of the Development Plan, but subject to any remaining discretionary approvals required in order to complete the Project as contemplated by the Development Plan (which discretion shall be exercised in accordance with the Development Plan) and City shall have the right to control the development of the Project in accordance with the terms and -9-
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conditions of this Agreement. Except as otherwise specified in this Agreement, the Development Plan shall control the overall design, development and construction of the Project and all on - site and off -site improvements and appurtenances in connection therewith, including, without limitation, all mitigation measures required in order to minimize or eliminate material adverse environmental impacts caused by the Project. The permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, the provisions for reservation and dedication of land for public purposes and other terms and conditions of development
applicable to the Property shall be those set forth in the Development Plan. As part of the tentative subdivision map review, the applicant shall submit architectural drawings showing building treatment, elevations, material samples, and landscaping as part of the review and approval process for the residential portions of the Project.

11.2 Phasing and Timing of Development. The parties
acknowledge that although Developer currently anticipates that the Project will be phased and constructed in increments over an approximate twenty-five (25) year time frame in accordance with the Build -Out Phasing Plan, at the present time Developer cannot predict when or the order in which Project phases will be developed. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, competition and other similar factors. To the extent permitted by the Development Plan and this Agreement, Developer shall have the right to develop the Project in phases in such order and at such times as Developer deems appropriate within the exercise of its
subjective business judgment, so long as the Project is constructed as an integrated master planned development as con- templated by the Development Plan and the City Manager
determines that such phasing will not adversely impact the ability of the City to construct, enlarge, expand, modernize or otherwise modify infrastructure improvements if necessary to accommodate growth of the Beaumont community. City agrees that Developer shall be entitled to apply for and City shall process tentative maps, vesting tentative maps, parcel maps, final maps, site development permits, conditional use permits, building per- mits, occupancy certificates and other entitlements to use or permits as provided by the Specific Plan or other applicable City ordinances at any time, in as expeditious a manner as possible, provided that such application is made in accordance with the Development Plan.
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11.3 Effect of Agreement on Land Use Reaulations.

The rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings and the design, improvement and construction standards and speci- fications applicable to development of the Property are those rules, regulations and official policies in force as of the Agreement Date, and those rules, regulations, and official policies which may hereinafter be adopted by the City to implement its Water Resources Management Plan which is currently being developed, or State or Federal laws, statutes,
regulations, policies or orders as provided in Section 12.3. In connection with any approval which City is permitted or has the right to make under this Agreement relating to the Project, or otherwise under its rules, regulations and official policies, City shall exercise its discretionortake action in a manner which is as expeditious as possible and which complies and is consistent with the Development Plan and the standards, terms and conditions contained in this Agreement, and in a manner which will not interfere with the development of the Project for the uses and to the height, density and intensity specified in this Agreement or with the rate of development selected by Developer. City shall accept for processing and timely review and act on all applications for further land use entitlement ap- provals with respect to the Project called for or required under this Agreement in as expeditious a manner as is possible. Such application shall be processed in the normal manner for process- ing such matters.

11.4 Administrative Chances and Amendments. The
parties acknowledge that refinements and further development of the Project may demonstrate that changes are appropriate with respect to the details and performance of the parties under this Agreement. The parties desire to retain a certain degree of flexibility with respect to the details of the Project
development and with respect to those items covered in general terms under this Agreement. If and when the parties find that changes or adjustments are necessary or appropriate, they shall, unless otherwise required by law, effectuate such changes or adjustments through administrative amendments approved by the City Manager or designee, after execution, shall be attached hereto as an, addenda and become a part hereof, and may be further chan ed and amended from time to time as necessary, with approval by ity and Developer. Any such administrative changes or amendment shall not be deemed to be an amendment to this Agreement un er Government Code Section 65868, and unless other- wise require by law, no such administrative amendments shall require prio notice or hearing. Notwithstanding the foregoing, the followin matters shall not be considered administrative changes or endments, but shall be considered substantive -11-

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amendments which shall be reviewed by the Planning Commission and approved by the City Council:
(a) Alteration of the permitted uses of the
Property;
(
the number o
(
permitted bu
(
dedication o
adjustments
Increase in the density or intensity of use or
lots;
Increase in the maximum height and size in
ldings;
Deletion of a requirement for the reservation or
land for public purposes except for minor boundary
pproved by the Planning Director or designee; and
(e) Any amendment or change requiring a subsequent
or supplemental environmental impact report pursuant to Public Resources Code Section 21166.

11.5 Mello -Roos Communities Facilities Districts;
Other Assessment Districts or Financing Mechanisms. Pursuant to Chapter 2.5 (commencing with section 53312) Part 1, Division 2, Title 5 of the Government Code of the State of California, commonly known as the "Mello -Roos Community Facilities Act of 1982," Owner may, at its sole election, petition the City Council of C'ty to establish a Community Facilities District ("CFD") incl ding the Property for the purpose of acquiring, constructing and financing through the sale of bonds of certain public facilities which are necessary to meet the increased demands plac d on the City as a result of the development of the Property. A ternatively, or in addition thereto, Owner may request that the City initiate and complete proceedings under the Municipa Improvement Act of 1911, the Municipal Improvement Act of 1913, the Improvement Bond Act of 1915, the Landscaping Allotting Act of 1972, or any and all other available public financing mechanisms to provide public conduit financing for the construction of public improvements on the Property
("Alternative Financing Mechanisms"). If so requested by Owner, City shall cooperate with Owner and use its best efforts in taking all steps necessary to cause the CFD or Alternative Financing Me hanisms to issue bonds for such purposes. If the Property is ncluded within a CFD with other surrounding properties, he special taxes or special assessments burdening the various roperties so included shall be apportioned on a fair share b sis related to the benefit derived by each of such properties.

11.6 Water and Sewer Facilities. Responsibilities
of the Parties with respect to water and sewer facilities pertaining to the transmission of water for or sewage generated -12-
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by the Project or by surrounding properties in which Developer will be required to participate shall be determined and allocated on a fair share basis between Developer and the surrounding property owners using such facilities.

11.7 Public Services and Facilities. As provided by
the Specific Plan, the Project provides for an integrated roadway system, and public facilities in addition to water and sewer facilities as discussed in Section 11.6 above, including parks, schools, storm drain, police protection and fire protection. The construction and installation of such
facilities and infrastructure improvements and the phasing thereof shall be subject to City review and approval at the time that tentative tract maps are submitted for applicable areas of the Project. To the extent that Developer, at City's request, constructs, installs or otherwise provides financing for public facilities or other infrastructure improvements not required to serve the Project and benefiting lands within the City outside the Project area of the Property, City shall adopt such ordinances as are necessary to create a benefit district by which a fee, assessment or charge will be imposed upon such other properties and reimbursed to Developer for the fair share of the benefits conferred upon such lands other than the Property by such public facilities or infrastructure
improvements. In order to insure that the Project will function harmoniously with the City's transportation and circulation plan, City shall undertake the upgrade and completion of street networks to planned standards to accommodate increased demands generated by the Project on other areas of the City in
accordance with and under the schedule provided by the City's Master Plan of Circulation.

11.8 Cancellation of Williamson Act Agricultural
Preserve and Land Conservation Agreement. Immediately following the Effective Date, City shall, as expeditiously as possible, commence hearings pursuant to the Williamson Act, Government Code Section 51200, et leg. for the cancellation of the January 1, 1973 Land Conservation Contract and January 1, 1982 Land Conservation Contract entered into between the predecessor in interest to Developer and the County of Riverside pertaining to the Property. Developer shall be responsible for paying all fees and costs, including legal fees, incurred by City in processing the cancellation of the Land Conservation Contracts.

11.9 Other Governmental or Quasi -Governmental
Permits. Developer shall apply for such other permits and approvals as may be required by other governmental or quasi - governmental agencies having jurisdiction over the Project (such as public utilities or utility districts, or other federal or -13-

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state agencies) as may be required for the development of, or provision of services to the Project under the Development Plan.

City shall cooperate with and assist Developer in obtaining such permits and approvals, and, where necessary in making
application for such approvals or permits.

11.10 Consistency Between This Agreement and Current
Laws. City represents that there are no rules, regulations, ordinances or official policies of City enforced as of the date of execution of this Agreement that would interfere with the completion or use of the Project according to the Development Plan.

11.11 Assessments and Fees. City shall not, without
the prior written consent of Developer, impose any assessment or fee applicable to the development of the Project or any portion thereof, or impose any fees as a condition to the implementation of the Project or any portion thereof, except those existing and proposed assessments and fees set forth on Exhibit "F" which include but are not limited to infrastructure fees for sewer, water, reclaimed water, fire mitigation, police mitigation, transportation -circulation, park mitigation, public facilities fees and signalization fees. Notwithstanding the foregoing, fees payable to City shall be at rates applicable on the date the fee is due and payable.

11.12 Subsequent Actions. City shall timely process,
in as expeditious a manner as is possible for processing such matters, any necessary entitlements to use, including vesting tentative tract maps, tentative tract maps, parcel maps, final maps, site development permits, special use permits, conditional use permits, or other discretionary approvals or entitlements to use contemplated by the Development Plan, and any grading, con- struction or other permits filed by Developer in accordance with the substantive development standards set forth in the
Development Plan.

12. Rules, Regulations and Official Policies.

2.1 New Rules. This agreement shall not prevent
City from a plying the following new rules, regulations and policies:
(a) Processing fees and charges imposed by City to
cover the estimated actual costs to City of processing
applications for development approvals, for monitoring
compliance with any development approvals, or for monitoring compliance with environmental impact mitigation measures. (:b) Procedural regulations relating to hearing
bodies, petitions, applications, notices, findings, records, -14-

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hearings, reports, recommendations, appeals and any other matter of procedure.
(c) Regulations governing construction standards and
specifications including, without limitation, the City's Building Code, Plumbing Code, Mechanical Code, Electrical Code and Fire Code provided that such construction standards and specifications are applied on a City-wide basis.
(d) Regulations which are not in conflict with the
Development Plan or this Agreement.
(e) Regulations which are in conflict with the
Development Plan or this Agreement if such regulations have been consented to in writing by Developer.

12.2 Subsequent Actions and Approvals. In
accordance with Government Code Section 65866, this Agreement shall not prevent City in subsequent actions applicable to the Property from applying new rules, regulations and policies which do not conflict with those existing rules, regulations and policies set forth in the Development Plan, nor shall this Agreement prevent City from denying or conditionally approving any subsequent development project application on the basis of such existing or new rules, regulations or policies.

12.3 State and Federal Laws. In the event that
State or Federal laws or regulations enacted after this Agreement is executed prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or
regulations; provided, however, that this Agreement shall remain in full forcle and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce.

13. Amendment or Cancellation of Agreement. This Agree- ment may be amended or cancelled in whole or in part only by mutual consent of the parties in the manner provided for in Government Code Section 65868.

14. Epforcement. Unless amended or cancelled as provided in Section 13 above, or modified or suspended pursuant to Gov- ernment Code Section 65869.5, this Agreement is enforceable by either party hereto notwithstanding any change in any applicable general or specific plan, zoning, subdivision or building regulation or other applicable law or regulation adopted by City (or by the voters of City unless found by a court of competent -15-

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and final jurisdiction to prevail over this Agreement) which alters or amends the Development Plan or the rate, timing or sequencing of any development.

15. Periodic Review of Compliance With Agreement. City
and Developer shall review this Agreement at least once every twelve (12) months from the date this Agreement is executed.

During each periodic review, each party is required to
demonstrate good faith compliance with the terms of this Agreement. Each party agrees to furnish such reasonable evidence of good faith compliance as the other party in the exercise of its reasonable discretion, may require. Such periodic review shall be conducted administratively by the City Manager and any appropriate department heads designated by the City Manager to perform such periodic review. The City Manager shall report the results of such periodic review to the City Council within thirty (30) days after the conclusion thereof.

No public hearing shall be held by the City Manager, Planning Commission or City Council with regard to such periodic review; provided, however, that if the City Manager during such periodic review preliminarily finds that Developer is not in good faith compliance with this Agreement, Developer shall have the right to appeal such finding to the City Council. The City Council on appeal shall not hold a public hearing to review a finding that Developer is not in good faith compliance with this Agreement unless so requested by Developer in writing at the time of the submission of such appeal. City shall notify Developer in writing of the date for review at least thirty (30) days prior thereto.

16. Events of Default.

16.1 Default by Developer. If the City Council
determines on the basis of substantial evidence upon appeal of the City Manager's decision pursuant to Section 15 hereof that Developer has not complied in good faith with the terms and conditions of this Agreement, it shall, by written notice to Developer, specify the manner in which Developer has failed to so comply and state the steps Developer must take to bring itself into compliance. If, within sixty (60) days after the effective date of notice from City specifying the manner in which Developer has failed to so comply, Developer does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then Developer shall be deemed to be in default under the terms of this Agreement and City may terminate this Agreement.

16.2 Default by City. If Developer determines on
the basis of substantial evidence that City has not complied in good faith with the terms and conditions of this Agreement, Developer shall, by written notice to City, specify the manner in which City has failed to so comply and state the steps City -16-
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must take to bring itself into compliance. If, within sixty (60) days after the effective date of notice from Developer specifying the manner in which City has failed to so comply, City does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then City shall be deemed to be in default under the terms of this Agreement and Developer may terminate this Agreement or seek specific performance as set forth in Section 16.3.

16.3 Specific Performance Remedy. Due to the size,
nature and scope of the Project, it will not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such imple- mentation, Developer may be foreclosed from other choices it may have had to utilize the Property and provide for other benefits.

Developer has invested significant time and resources and performed ex ensive planning and processing of the Project in agreeing to he terms of this Agreement and will be investing even more su stantial time and resources in implementing the Project in r liance upon the terms of this Agreement, and it is not possible to determine the sum of money which would
adequately c mpensate Developer for such efforts. For the above reasons, Cit and Developer agree that damages would not be an adequate rem dy if City fails to carry out its obligations under this Agreeme t. Therefore, specific performance of this Agreement is the only remedy which would compensate Developer if City fails t carry out its obligations under this Agreement, and City her by agrees that Developer shall be entitled to specific per ormance in the event of a default by City
hereunder. otwithstanding the foregoing, nothing in this Agreement is intended to deprive Developer from recovering ap- propriate da ages in the event that the terms of this Agreement are breached. City and Developer acknowledge that if Developer fails to carry out its obligations under this Agreement, City shall have the right to refuse to issue any permits or other approvals to which Developer would not otherwise have been entitled pursuant to this Agreement. Therefore, City's remedy of terminati g this Agreement shall be sufficient in most circumstance if Developer fails to carry out its obligations hereunder. otwithstanding the foregoing, if City issues a permit or of er approval pursuant to this Agreement in reliance upon a speci ied condition being satisfied by Developer in the future, and f Developer then fails to satisfy such condition, City shall b entitled to specific performance for the sole purpose of causing Developer to satisfy such condition. The City's right to specific performance shall be limited to those circumstances set forth above, and City shall have no right to seek specific performance to cause Developer to otherwise pro- ceed with the development of the Project in any manner. -17-
Pa e 443 of'f6272063/000/0020/develop.ag
9 167/167 3-22-91

17. Institution of Legal Action. In addition to any oth- er rights or remedies, either party may institute legal action to cure, correct or remedy any default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation hereof, to recover damages for any default, or to obtain any other remedies consistent with the purpose of this Agreement. Any such legal action shall be brought in the Superior Court for Riverside, California.

18. Waivers and Delays.

18.1 Waiver. Failure by a party to insist upon the
strict performance of any of the provisions of this Agreement by the other party, and failure by a party to exercise its rights upon a default by the other party hereto, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future.

18.2 Third Parties. Nonperformance shall not be
excused because of a failure of a third person except as pro- vided in Section 18.3 below.

18.3 Force Maieure. Neither party shall be deemed
to be in default for failure or delay in performance of any of its obligations under this Agreement if caused by floods, earth- quakes, other Acts of God, fires, wars, riots or similar hostil- ities, strikes, other labor difficulties, government regulations or other causes beyond either of the parties' control. If any such event shall occur, the term of this Agreement and the time for performance by Developer of any of its obligations hereunder or pursuant to the Development Plan shall be extended by the pe- riod of time that such events prevent construction of the Project.

19. Notices. A11 notices required or provided for under this Agreement shall be in writing and delivered in person and deposited in the United States mail, postage prepaid and ad- dressed as follows:

TO CITY:

TO DEVELOPER:

City of Beaumont
550 East 6th Street
P.O. Drawer 158
Beaumont, California 92223
Attn: City Manager
c/o The Deutsch Corporation
2444 Wilshire Boulevard
Santa Monica, California 90403
Attn: Mr. Bill Holler
-18-
Pa e 4 of �fFi272063/000/0020/develop.ag
9 167/167 3-22-91

Either party may change the address stated herein by giving notice, in writing, to the other party and thereafter notices shall be addressed and submitted to the new address.

20. Attorneys' Fees. If legal action is brought by ei-
ther party against the other for breach of this Agreement, or to compel performance under this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs.

21. Transfers and Assignments.

21.1 Right to Assign. Developer shall have the
right to sell, assign or transfer this Agreement, and any and all of its rights, duties and obligations hereunder, to any per- son or entity at any time during the term of this Agreement, provided, hoTgever, in no event shall the rights, duties and obligations Conferred upon Developer pursuant to this Agreement be at any time so transferred or assigned except through a transfer of 4n interest of Developer in the Property, a portion thereof (including a village or individual tract), or parcel or lot so transferred. In the event of any such assignment, either the transferee or Developer shall be liable for the performance of all obligations of Developer. Such transferee or Developer shall notify City in writing of the transfer of such
obligations.

21.2 Release Upon Transfer. Upon the sale, transfer
or assignmen of Developer's rights and interests under this Agreement as permitted pursuant to Section 21.1, Developer shall be released rom its obligations under this Agreement and all of owner's obli ations pursuant to the Development Plan, or other agreements a sumed by transferee with respect to the Property, or portion thereof, so transferred provided that (a) Developer is not then .n default under the Agreement, (b) Developer or transferee has provided the City notice of such transfer and (c) the transferee executes and delivers to City a written agreement in which (i)Ithe name and address of the transferee is set forth and (ii) the transferee expressly and unconditionally assumes all of the obligations of Developer under this Agreement with respect to the Property, or a portion thereof, so transferred.

22. Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the parties hereby agree to cooper- ate in defending such action. Each party shall pay its own expenses in connection with such defense. In the event of any litigation challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force -19-
Page ag.of igy2063/000/0020/develop.ag
167/167 3-22-91

and effect while such litigation, including any appellate re- view, is pending.

23. Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain.

24. Authority to Execute. The person or persons
executing this Agreement on behalf of Developer warrant and represent that they have the authority to execute this Agreement on behalf of their corporation, partnership or business entity and warrant and represent that they have the authority to bind Developer to the performance of its obligations hereunder.

25. Recordation. This Agreement and any amendment or
cancellation hereto shall be recorded in the Official Records of the County of San Bernardino, by the City Clerk within the period required by Section 65868.5 of the Government Code.

26. Protection of Mortgage Holders. Nothing contained
herein shall limit or interfere with the lien of mortgage hold- ers having a mortgage made in good faith and for value on any portion of the Property. "Mortgage holder" includes the bene- ficiary under a deed of trust, and "mortgage" includes the deed of trust.

27. Severability of Terms. If any term, provision, cove- nant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to enforce.

28. Subsequent Amendment to Authorizing Statute. This
Agreement has been entered into in reliance upon the provisions of the Development Agreement Law in effect as of the Agreement Date. Accordingly, subject to Section 12.3 above, to the extent a subsequent amendment to the Development Agreement Law would affect the provisions of this Agreement, such amendment shall not be applicable to the Agreement unless necessary for this Agreement to be enforceable or unless this Agreement is modified pursuant to the provisions set forth in the Agreement and Government Code Section 65868 in effect on the Agreement Date.

29. Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California.

30. Section Headings. A11 section headings and
subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. -20-

167/167 3-22-91

31. Incorporation of Recitals and Exhibits. Recitals A
through N and attached Exhibits "A" through "G" are hereby incorporated herein by this reference as though set forth in full.

32. Rules of Construction and Miscellaneous Terms.

32.1 Gender. The singular includes the plural; the
masculine gender includes the feminine; "shall" is mandatory, "may" is permissive.

32.2 Time of Essence. Time is of the essence re-
garding each provision of this Agreement in which time is an element.

32.3 Cooperation. Each party covenants to take such
reasonable actions and execute all documents that may be necessary to achieve the purposes and objectives of this Agree- ment.

The parties have executed this Development Agreement on the date and yea first written above.

Dated: T 1.1 , 199#
CITY OF BEAUMONT, a municipal
corporation of the State of
California
By:

Mayor
"City"

SIGNED AND CERTIFIED THAT A COPY OF

THIS DOCUMENT HAS BEEN DELIVERED TO

THE MAYO F THE CITY COUNCIL
By:

City Cle
APPROVED TO FORM.

By:
ity Atto
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
-21-
dlc019/22063/000/0020/develop.ag

ALEISIAN FARMS, a California
General Partnership
Dated:

Dated:

Dated:

Dated:
1991 By:
1991
General Partner
BY: 0 `,n / tt--„� '�'O`c'I
David eutsch
General Partner
By: Victoria Leslie Deutsch Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
1991 By:

Alex Deutsch
Trustee
By: Alexis Lee Deutsch Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
1991 By:

Alex Deutsch
Trustee
-22-
d1c019/22063/000/0020/develop.ag

0 0
By: Gina Elizabeth Deutsch Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
Dated: yA% , 1991
Dated:0 j' J ek , 1991
Dated: 111- , 1991
Dated:

Dated:
1991
By:

Alex Deutsch
Trustee
By: Gina Elizabeth Deutsch 76 Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
B �Z AQ
Y�
Lester Deutsch
Trustee
By: Estate of Walter Scholtz
General Partner
BY:

Syl is Sc oltz
64! :7 --
Executrix
HIGHLAND FARMS, a California
General Partnership
BY: THE DEUTSCH COMPANY, a
California corporation,
General Partner
By: Cee2-KjIe,c-d--
Its:
, 1991 By:
-23-
Alex Deutsch
General Partner

9 167/167 3-22-91

BANNING FARMS, a California
General Partnership
Dated:

Dated:
, 1991
BY: THE DEUTSCH COMPANY, a
California corporation,
General Partner
ccief.„
Its: t
By:
1991 By: ( .-6
Alex Deutsch
General Partner
-24-

9 167/167 3-22-91

o 0

STATE OF CALIFORNIA

COUNTY OF
a
)
)
)
Ss.

On �f 7 , 19j, before me,
personally appeared, CARL DEUTSCH personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL

W E HOLLER
Notary Pubic-Cafifomia

LOS ANGELES COUNTY
My Comm. Exp. Mar. 23, 1993
STATE -ur" PeaNIA

COUNTY OF
Notary Public Public in and for said State
On , 19 before me, (i" 6'- ,
personally appeared DAVID DEUTSCH personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL.

W E HOLLER
Notary LOS ANGELESCallomia
COUNTY
My Comm. Exp. Mar. 23, 1993
Notary Public in and for said State
-25-
Pa e 4 of'62�2063/000/0020/develop.ag
9 167/167 3-22-91

STATE OF CALIFORNIA

COUNTY OF
On , 19 tk`
, before me, t "4' -^--,
personally appe a ALEX DEUTSCH, TRUSTEE FOR VICTORIA LESLIE DEUTSCH TRUS', Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of sat'sfactory evidence to be the person whose name is subscribed t the within instrument and acknowledged to me that he executed he same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. )
)
)
ss.

STATE OF CALIFORNIA

COUNTY OF
personally
TRUST, Crea
19, 1976, p
satisfacto
to the with
the same in
on the inst
the person
my hand and official seal.

Notary Public in and for said State
)
)
ss.
19V, before me , ( ��--�
ppea ed ALEX DEUTSCH, TRUSTEE FOR ALEXIS LEE DEUTSCH
ed Pursuant to a Declaration of Trust Dated December
rsonally known to me or proved to me on the basis of
evidence to be the person whose name is subscribed
n instrument and acknowledged to me that he executed
his authorized capacity, and that by his signature
ument the person, or the entity upon behalf of which
cted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL

W E HOLLER
Notary Public-Calif
o

LOS ANGELES CO
My Comm. Exp. Mar. 2
is
NTY
1993
Notary Public in and for said State
-26-
d1c019/22063/000/0020/develop.ag

STATE OF CALIFORNIA

COUNTY OF
)
)
)
ss.

On , 191Y, before me, c
personally appeare ALEX DEUTSCH, TRUSTEE FOR GINA ELIZABETH DEUTSCH TRUST, Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

STATE OF CALIFORNIA

COUNTY OF LA
ze)e
Notary Public in and for said State
) ss.

On , 19ilL, before me, ,
personally appeared LESTER DEUTSCH, TRUSTEE FOR GINA ELIZABETH DEUTSCH TRUST, Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL

W E HOLLER
LOS AN Public -California
UY
My Comm. Exp. Mar. 23, 1993
Notary Public in and o said State
-27-
dlc019/22063/000/0020/develop.ag

LJ W -

STATE OF CALIFORNIA

COUNTY OF
) ss.
ruu )
On CL/ --- , 19), before me,
personally appeared SYLVIA SCHOLTZ, EXECUTRIX FOR ESTATE OF WALTER SCHOLTZ, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

STATE OF CALIFORNIA
COUNTY OF L44 -
Notary Public in and ,for said State
) ss.

On (14( ( , 19 1, before me, ((Oct-at,
personally appeared ALEX DEUTSCH, A GENERAL PARTNER OF HIGHLAND FARMS, a California General Partnership, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State
-28-
dlc019/22063/000/0020/develop.ag

STATE OF CALIFORNIA
COUNTY OF Li'
)
)
)
ss.

On g , 19 fpre me, ,
personally appeared ALEX DEUTSCH, OF THE DEUTSCH
COMPANY, a California Corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

STATE OF CALIFORNIA
COUNTY OF Lf t _
Notary Public in and for said State
)
)
)
ss.

On , 19 ( before me,
personally appeared ALEX DEUTSCH, A GENERAL PARTNER OF BANNING FARMS, a California General Partnership, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.
'F_6I,01c.,
Notary Public in and ₹or said State
-29-

9 167/167 3-22-91

STATE OF CALIFORNIA )
!-1 ) ss.

COUNTY OF GtT �
On , 1 before me, 6��/f`�', -(.L --3
personally appered ALEX DEUTSCH, OF THE DEUTSCH
COMPANY, a California Corporation, persona ly known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL

W E HOLLER
Notary Public -California

LOS ANGELES COUNTY
My Comm. Exp. Mar. 23, 1993
Notary Public in and for said State
-30-
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9 627 167/167 3-22-91

1 0 0
EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

o p
Gateway Order No.: 410-4930127-492 Reference No.: BANNING

EXHIBIT A
PARCEL 1:

Section 35, ' ownship 2 South, Range 1 West, San Bernardino Base and Meridian, in the County of Riverside, State of California.

EXCEPT the North one-half of the Northeast One Quarter thereof; Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian
EXCEPT the S utheast One Quarter thereof.

Said land is also known as follows:

Lots 1 to 32, inclusive, and Lots 41 to 112, inclusive, of Orchard Heights Trac , in the County of Riverside, State of California, as shown by map on file in Book 10 Page 2 of Maps, Riverside County Records;
EXCEPT from
to the Count
recorded Jun
County Recor

ALSO EXCEP
thereof for

ALSO EXCEPT
public road
Avenue, Che
Eighth Stre
PARCEL 2:
is 1, 2 and 3 the Northerly 30 feet thereof granted
of Riverside, to be used as a public highway by deed
10, 1926 in Book 675 Page 467 of Deeds, Riverside
S;
from Lot 4 an easement over the Northerly 10 feet
public highway.
from said land all of those portions lying within the
and highways adjoining said land known as Brookside
ry Avenue, Orchard Heights Avenue, Seventeenth Street,
t and Highland Springs Avenue.

The Southea t One Quarter of Section 2, Township 3 South, Range 1 West, San B rnardino Base and Meridian.

EXCEPT therefrom the following described land, as conveyed to Trangniew, nc., by instrument recorded May 01, 1972 as Instrument No. 55762, nd more particularly described as follows:

Commencing t the Southeast corner of said Section 2, said point being marke by a brass stamped "Section Corner Sections 1, 2, 11 and 12";
Thence South 89 degrees 32 minutes 20 seconds West along the realigned centerline of Eighth Street (80 feet wide) as shown on Deed Plat . 746-888 on file in the office of the county surveyor of Riversid County, California, a distance of 101.29 feet; Thence at right angles North 00 degrees 27 minutes 40 seconds West 40.00 feet to the true point of beginning.

Preliminary Report - Schedule A
Gateway Title Compaiage zR0 alb* h fount Vernon Ave
Colton, CA 92324
714-825-3661

Gateway Order No.: 410-4930127-492 Reference No.: BANNING

EXHIBIT A
Thence continuing North 00 degrees 27 minutes 40 seconds West 4.00 feet to a point on a curve;
Thence curving to the left from an initial tangent that bears North 89 degrees 32 minutes 20 seconds East with a radius of 20.00 feet through a central angle of 89 degrees 21 minutes 34 seconds, an arc distance of 31.19 feet to a point on a line parallel with and 82.00 feet Westerly, measured at right angles from the Easterly lime of said Section 2;
Thence at right angles North 89 degrees 49 minutes 18 seconds West 928.44 feet;,
Thence at ri ht angles South 00 degrees 10 minutes 42 seconds West parallel wi h the East line of said Section 2, 991.14 feet to a point on the North right of way line of Eighth Street, as shown by map of subdi ision of Section 11, as per plat recorded in Book 9 of Maps, Pag 10, Records of San Bernardino County;
Thence South 89 degrees 44 minutes 30 seconds East along the North right of way line of said Eighth Street, 136.96 feet to a tangent curve, as established by said realignment of Eighth Street;
Thence curvi g to the left with a radius of 960.00 feet through a central angl of 14 degrees 24 minutes 50 seconds an arc distance of 241.51 f t;
Thence Nort 75 degrees 50 minutes 40 seconds East 177.79 feet to a tangent curve;
Thence curvi g to the right with a radius of 1040.00 feet through a central angle of 13 degrees 41 minutes 40 seconds, a arc distance of 48.57 feet;
Thence North 89 degrees 32 minutes 20 seconds East 114.62 feet to the point of beginning.

ALSO EXCEPT from said land all of those portions lying within the public roads and highways adjoining said land known as Eighth Street and Highland Springs Avenue.

PARCEL 3:

Those portions lying within Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, more particularly described as follows:

Lots 1, 2, 3, 4, 5, 6 and 7 in Block 1 of subdivision of Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, as shown by map on file in Book 9 Page 10 of Maps, Riverside County Records.

Preliminary Report - Schedule A
Gateway Title Comparitage 45A cSbQ6'l2l4ount Vernon Ave Colton, CA 92324
714-825-3661

o p
Gateway Order No.: 410-4930127-492

EXHIBIT A
Reference No.: BANNING
EXCEPT therefrom the following described land as conveyed to Trangniew, I c., by instrument recorded May 01, 1972 as Instrument No. 55762, a d more particularly described as follows:

Commencing a the Southeast corner of said Section 2, said point being mark d by a brass disk stamped "Section Corner Sections 1, 2, 11 and 12";
Thence South 89 degrees 32 minutes 20 seconds West along the realigned ceiterline of Eighth Street (80 feet wide) as shown by Deed Plat No 746-888 on file in the Office of the County Surveyor of RiversideCounty, California, a distance of 101.29 feet; Thence at right angles North 00 degrees 27 minutes 40 seconds West

40.00 feet to the true point of beginning;
Thence continuing North 00 degrees 27 minutes 40 seconds West

4.00 feet to a point on a curve;
Thence curving to the left from an initial tangent that bears North 89 degrees 32 minutes 20 seconds East with a radius of 20.00 feet through'a central angle of 89 degrees 21 minutes 38 seconds, an arc distance of 31.19 feet to a point on a line parallel with and 82.00 feet Westerly, measured at right angles from the Easterly line of said Section 2;
Thence North 0 degrees 10 minutes 42 seconds East along said parallel line, 859.84 feet;
Thence at ri ht angles North 89 degrees 49 minutes 18 seconds West 928.44 eet;
Thence at
West paralle
a point on
by map of s
9 of Maps, P
Thence Sout
North right
tangent cur
Street;
Thence curvi
central angl
of 241.51 fe
Thence North
a tangent cu
fight angles South 00 degrees 10 minutes 42 seconds
with the East line of said Section 2; 991.14 feet to
he North right of way line of Eighth Street, as shown
bdivision of Section 11, as per plat recorded in Book
ge 10, Records of Riverside County;
89 degrees 44 minutes 30 seconds East along the
f way line of said Eighth Street, 136.96 feet to a
e, as established by said realignment of Eighth
g to the left with a radius of 960.00 feet through a
of 14 degrees 24 minutes 50 seconds an arc distance
t;
-1/75 degrees 50 minutes 40 seconds East 177.79 feet to e,
Thence curving to the right with a radius of 1040.00 feet through a central angle of 13 degrees 41 minutes 40 seconds, an arc Preliminary Report - Schedule A
Gateway Title Compar age 9 n) t96:9tf hMount Vernon Ave Colton, CA 92324
71d-R7c-ZFF1

o p
Preliminary Report
Order No. 4104930127-492
Title officer: Dwight Helmer
Policy(ies) contemplated:

Preliminary Title Report

THE DEUTSCH COMPANY
STE. 600
2444 WILSHIRE BLVD.

SANTA MONICA, CA 90403
ATTN: BILL HOLLR
Date : March 11, 1991 at 7:30 A.M.

GATEWAY TITLE COMPANY
Our No.: 4104930127-492
Your Ref: BANNING

SCHEDULE A
The estate or int rest in the land described or referred to in this schedule covered by this r rt is:
a fee
Title to the said estate or interest at the date hereof is vested in:

Aleisian Fars, a Partnership composed of Walter Scholtz, Mark Scholtz, Alex Deutsch, Lester Deutsch, Carl Deutsch, Ray Tissue, Ben Weingart, Robert Cumins, Philip E. Holzman, Edward Jones, and Philip E. Holzman as trustee for David Deutsch;
Highland F
appear of r
herein ex
Quarter of s
Deutsch, as
Section 35;
, a California General Partnership, as their interest
ord, as to all of those portions described in Exhibit "A" ing therefrom the South one half of the Northeast one
id Section 35; subject to the spousal interest of Betty U. o the North one half of the Southeast one quarter of said Banning Farms, a California General Partnership, as to the South one half of the Northeast one Quarter of said Section 35.

The land referred to in this report is situated in the State of California, County of Riverside, and is described as follows:

DESCRIPTION CONTAINED IN "EXHIBIT A"
attached hereto and made a part hereof.

Prelims R�eppg� t - Acpedule A
Gateway Title Company- g�3`0"Sotitli M+dunt Vernon Avenue Colton, CA 92324
..1 • R..r -peel

0 p
Gateway Order No.: 4104930127-492 Reference No.: BANNING

EXHIBIT A
PARCEL 1:

Section 35, Township 2 South, Range 1 West, San Bernardino Base and Meridian, in the County of Riverside, State of California.

EXCEPT the rth one-half of the Northeast One Quarter thereof; Section 2, Township 3 South, Range 1 West, San Bernardino Base and Merida .

EXCEPT the
theast One Quarter thereof.

Said land i also known as follows:

Lots 1 to 32, inclusive, and Lots 41 to 112, inclusive, of Orchard Heights Tract, in the County of Riverside, State of California, as shown by map on file in Book 10 Page 2 of Maps, Riverside County Records;
EXCEPT from Lots 1, 2 and 3 the Northerly 30 feet thereof granted to the County of Riverside, to be used as a public highway by deed recorded June 10, 1926 in Book 675 Page 467 of Deeds, Riverside County Records;
ALSO EXCEPT from Lot 4 an easement over the Northerly 10 feet thereof for public highway.

ALSO EXCEPT from said land all of those portions lying within the public roads and highways adjoining said land known as Brookside Avenue, Cherry Avenue, Orchard Heights Avenue, Seventeenth Street, Eighth Street and Highland Springs Avenue.

PARCEL 2:

The Southe
West, San
EXCEPT ther
Trangniew,
No. 55762,
Commencing
being mark
and 12";
t One Quarter of Section 2, Township 3 South, Range 1
rnardino Base and Meridian.
from the following described land, as conveyed to
nc., by instrument recorded May 01, 1972 as Instrument
nd more particularly described as follows:
at the Southeast corner of said Section 2, said point
by a brass stamped "Section Corner Sections 1, 2, 11
Thence Sou h 89 degrees 32 minutes 20 seconds West along the realigned c nterline of Eighth Street (80 feet wide) as shown on Deed Plat . 746-888 on file in the office of the county surveyor of Riverside County, California, a distance of 101.29 feet; Thence at right angles North 00 degrees 27 minutes 40 seconds West 40.00 feet to the true point of beginning.

Gateway
Prelimina R t cbedule A
Title Company 6) tHPMOunt Vernon Avenue
Colton, CA 92324
71A_R'G_Zf,A1

o p
Gateway Order No.: 4104930127-492 Reference No.: BANNING

EXHIBIT A
Thence continuing North 00 degrees 27 minutes 40 seconds West 4.00 feet to a point on a curve;
Thence curving to the left from an initial tangent that bears North 89 degrees 32 minutes 20 seconds East with a radius of 20.00 feet throug a central angle of 89 degrees 21 minutes 34 seconds, an arc dist ce of 31.19 feet to a point on a line parallel with and 82.00 t Westerly, measured at right angles from the Easterly line of said Section 2;
Thence at right angles North 89 degrees 49 minutes 18 seconds West 928.44 feet;
Thence at right angles South 00 degrees 10 minutes 42 seconds West parallel with the East line of said Section 2, 991.14 feet to a point on the North right of way line of Eighth Street, as shown by map of subdivision of Section 11, as per plat recorded in Book 9 of Maps, Page 10, Records of San Bernardino County;
Thence South 89 degrees 44 minutes 30 seconds East along the North right, of way line of said Eighth Street, 136.96 feet to a tangent curve, as established by said realignment of Eighth Street;
Thence curving to the left with a radius of 960.00 feet through a central angle of 14 degrees 24 minutes 50 seconds an arc distance of 241.51 feet;
Thence North 75 degrees 50 minutes 40 seconds East 177.79 feet to a tangent curve;
Thence cure ng to the right with a radius of 1040.00 feet through a central angle of 13 degrees 41 minutes 40 seconds, a arc distance of'248.57 feet;
Thence North 89 degrees 32 minutes 20 seconds East 114.62 feet to the point of beginning.

ALSO EXCEPT from said land all of those portions lying within the public roads and highways adjoining said land known as Eighth Street and Highland Springs Avenue.

PARCEL 3:

Those portions lying within Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, more particularly described as follows:

Lots 1, 2, 3, 4, 5, 6 and 7 in Block 1 of subdivision of Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, as shown by map on file in Book 9 Page 10 of Maps, Riverside County Records.

H
Preliminp%�t�o�rtf edule A
Gateway Title Company - -930-South7MOunt Vernon Avenue
Colton, CA 92324

0 Q
Gateway Order No.: 4104930127-492

EXHIBIT A
Reference No.: BANNING
EXCEPT therefrom the following described land as conveyed to Trangniew, Inc., by instrument recorded May 01, 1972 as Instrument No. 55762, and more particularly described as follows:

Commencing at the Southeast corner of said Section 2, said point being marked by a brass disk stamped "Section Corner Sections 1, 2, 11 and 12";
Thence Sout 89 degrees 32 minutes 20 seconds West along the realigned terline of Eighth Street (80 feet wide) as shown by Deed Plat N. 746-888 on file in the Office of the County Surveyor of Riversid County, California, a distance of 101.29 feet; Thence at rght angles North 00 degrees 27 minutes 40 seconds West

40.00 feet o the true point of beginning;
Thence co tinuing North 00 degrees 27 minutes 40 seconds West

4.00 feet t a point on a curve;
Thence cury
North 89 d
feet throug
an arc dist
and 82.00
Easterly li
Thence Nort
parallel li
Thence at
West 928.44
Thence at
West parall
a point on
by map of s
9 of Maps,
Thence Sout
North right
tangent cu
Street;
Thence cur
central
of 241.51
Thence Nor
a tangent
Thence cur
a central
ng to the left from an initial tangent that bears
rees 32 minutes 20 seconds East with a radius of 20.00
a central angle of 89 degrees 21 minutes 38 seconds,
ce of 31.19 feet to a point on a line parallel with
feet Westerly, measured at right angles from the
e of said Section 2;
0 degrees 10 minutes 42 seconds East along said
e, 859.84 feet;
ight angles North 89 degrees 49 minutes 18 seconds
feet;
ight angles South 00 degrees 10 minutes 42 seconds
1 with the East line of said Section 2; 991.14 feet to
he North right of way line of Eighth Street, as shown
ivision of Section 11, as per plat recorded in Book
age 10, Records of Riverside County;
89 degrees 44 minutes 30 seconds East along the
of way line of said Eighth Street, 136.96 feet to a
e, as established by said realignment of Eighth
ing to the left with a radius of 960.00 feet through a
anliee
le of 14 degrees 24 minutes 50 seconds an arc distance
t;
h 75 degrees 50 minutes 40 seconds East 177.79 feet to
urve;
ing to the right with a radius of 1040.00 feet through
angle of 13 degrees 41 minutes 40 seconds, an arc
Prelims ry Rgqrt - Schedule A
Gatewa}' Title c a -'aY 6`*S ltfi4ount Vernon Avenue
Colton, CA 92324
11A_Q _1KA1

Gateway Order No.: 4104930127-492 Reference No.: BANNING

EXHIBIT A
distance of 248.57 feet;
Thence North
the point of
Also except
public roa
d
Gateway
Preliminary Report - Schedule A
Title Company P9gAb iAdunt Vernon Avenue
Colton, CA 92324
11 A OIC 7GC1

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492
At the date hereof Exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy form would be as follows:

1. Property taxes, including any assessments collected with taxes, to be levied for the fiscal year 1991-1992, which are a lien not yet payable.

2. Property t es, including any personal property taxes, and any assessments ollected with taxes, for the fiscal year 1990-1991:

First installment Amount: $1,705.85
Penalty:

Current status: Paid
Second installment Amount: $1,705.85
Penalty:

Current status: Paid
Homeowners emption: --NONE--
e area: 056-004
Assessors Pa cel No.: 406-170-005-7
The above tter affects The West 1/2 of the South 1/2 of the Southeast 1/ of Section 35

3. Property t es, including any personal property taxes, and any assessments ollected with taxes, for the fiscal year 1990-1991:

First in tallment Amount: $350.95
Penalty:

Current status: Paid
Second installment
Amount: $350.95
Penalty:

Current status: Paid
Homeowners exemption: --NONE--
Code area: 056-004
Assessors Parcel No.: 406-170-007-9
The above matter affects The South 1/2 of the Northeast 1/2 of Section 35 Gateway
PreliminaggR_epgto icpedule B
Title Company - 930 South Mount Vernon Avenue
. n• • nne 9ce,

SCHEDULE B
Preliminary Report
Order No. 4104930127-492

GATEWAY TITLE COMPANY

4. Property taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 1990-1991:

First installment Amount:

Penalty:

Current status:

Second installment
Homeowners exemption:

Code area:

Assessors Parcel No.:

Amount:

Penalty:

Current status:
--NONE--
056-004
406-170-008-0
$342.92
Paid
$342.92
Paid
The above matter affects The North 1/2 of the Southeast 1/4 of Section 35 5. Property taxes, including any personal property taxes, and any assessments Collected with taxes, for the fiscal year 1990-1991:

First installment
Second installment
Homeowners
Assessors P
Amount:

Penalty:

Current status:

Amount:

Penalty:

Current status:
emption: --NONE--
de area: 056-004
cel No.: 419-020-017-8
$4,590.25
Paid
$4,590.25
Paid
The above matter affects The West 1/2 and the Northeast 1/4 of Section 2 6. Property taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 1990-1991:

First installment
Second installment
Amount:

Penalty:

Current status:

Amount:

Penalty:

Current status:

Homeowners exemption: --NONE--
Code area: 056-004
Assessors Parcel No.: 419-020-018-9
$1,533.81
Paid
$1,533.81
Paid
Gateway
Prelimi P6 7 11-
¢ 162hedule B
7 Title Company - 930 South Mount Vernon Avenue
Divere4An /'nnrOcr * 71&_A9S_gFr.1

o p

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492
The above matter affects The above item affects: Parcels 2 and 3 herein described in Exhibit "A"

7. The lien o supplemental taxes, if any, assessed according to provisions o the statutes of 1983 of the State of California.

8. An easement in favor of the public for any public roads now existing on said propert .

9. An easement, affecting lots 44, 48, 52, 56, 60, 64, 72, 80, 88 and 96 in Parcel 1 for road 20 feet wide off and along the East side of Section 35, Township 2 South, Range 1 West, and Section 2, Township 3 South, Rang 1 West, San Bernardino Base and Meridian, granted to the County of Ri erside by deed recorded March 21, 1900 in Book 147 Page 3 of Deeds, Riverside County Records.

10. A right of way, affecting a portion of Parcel 1 herein described, for pipe line over lots 1 to 64, inclusive, lots 69 to 72, inclusive, lots 77 to 82, inclusive, lots 85 to 90, inclusive, lots 93 to 96, inclusive, s reserved in the deed from the Riverside Abstract Company, recorded April 01, 1913 in Book 371 Page 177 of Deeds.

11. The right o the public to the use of streets as shown on the map of Orchard Hei hts Tract, as shown by map on file in Book 10 Page 2 of Maps, River ide County Records.

Said rights affect a portion of Parcel 1 subject to the effect of a revocation of dedication recorded November 24, 1947 in Book 872 Page 561 of of 0 ficial Records purporting to revoke any and all dedications of the fol owing streets: Lots H, G, F, E, D, C, B, A, J, K, L, M, N and more c my known as 9th, llth, 12th, 13th, 14th, 15th, 16th and that portio of 17th Street, which is delineated on the map of Orchard Heights Tract.

12. An easemen for utilities, affecting Parcel 1, granted to Southern Sierras r Company, as referred to in United States Patent recorded December 01 1919 in Book 8 Page 40 of Patents, Riverside County Records, t which record reference is hereby made for further particulars

13. An easemen , affecting Parcel 2 for public highway and public utility purposes ov r the Easterly rectangular 40 feet of the herein described property, s granted to the County of Riverside by Deed recorded December 15 1936 in Book 305 Page 464 of Official Records.

Preliminary Re..rt - Schedule B
Pag �:.8 of31627
Gatewai Title Company - 930 South Mount Vernon Avenue
Riversidp County * 714-825-3661

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492

14. An easement affecting Parcel 1, for public highways and public utility purposes over the Easterly 20 feet of Lots 52, 56, 60, 64, 72, 80, 88 and 96 herein described, granted to the County of Riverside by Deed recorded March 24, 1937 in Book 317 Page 331 of Official Records.

15. An easement affecting a portion of Parcel 1, for public highway and flood control purposes over a portion of Lot 1 herein described, granted to the County of Riverside by deed recorded October 17, 1939 in Book 435 Page 376 of Official Records, described as follows:

Beginning at the Northwesterly corner of said Lot 1;
Thence South along the Westerly line of said Lot, 10 feet for the point of beginning;
Thence South along the Westerly line of said Lot, 10 feet for the point of beginning;
Thence South along the Westerly line of said Lot, 33 feet; Thence in a Northeasterly direction to a point which is 40 feet Easterly of the point of beginning and 10 feet Southerly of the Northerly line of said Lot 1;
Thence Westerly, 40 feet to the point of beginning.

16. An easement, affecting a portion of Parcel 1, for storm drain, 30 feet wide, over Lots 110 and 111 herein described, granted to the County of Riverside by Deed recorded October 27, 1943 in Book 604 Page 154 of Official Records. The center line of said easement is described as follows:

Beginning at a point on the South line of Orchard Heights Tract, as shown by map on file in Book 10 Page 2 of Maps, Riverside County Records, from which point the Southwest corner of Section 2, Township 3 South, Range 1 West bears North 88 degrees 38 minutes West, 1731.42 feet;
Thence Westerly along a curve, concave to the South having a central angle of 22 degrees 20 minutes and a radius of 200 feet; Thence along said curve 77.96 feet, the radial line at the beginning of said curve bears South 23 degrees 52 minutes West;
Thence North 88 degrees 38 minutes West, 682.0 feet along a line parallel to and 15 feet Northerly measured at right angles from the Southerly line of said Lots 110 and 111. The right of way lines of the Easterly end of this description are to be prolonged or shortened so that they will end on the Southerly line of said Lot 111. The title to said right of way is now vested of record in Riverside County Flood Control and Water Conservation District.

Prelimi
rbf41 bole B
Gateway Title Company - 930 South Mount Vernon Avenue

o p

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492

17. Permanent and exclusive easements and rights of way, affecting a portion of Parcel 1, in, under, over and across Lots 25 to 28, inclusive, Lots 29 to 32, inclusive, Lots 61 to 64, inclusive, and Lots 70 to 72, inclusive herein described, granted to the Southern California Edison Company, Ltd., by Deed recorded November 10, 1945 in Book 704 Page 453 of Official Records. Said easement is described as follows:

A strip of land 300 feet wide, the Southerly and Northerly boundary lines of which are parallel with and respectively 100 feet Southerly and 200 feet Northerly from a line described as follows:

Beginning at a point in the center line of Glen Eyrie Street, as now established, 80 feet wide, along the East line of said Lot 72, which point is South 0 degrees 07 minutes 12 seconds East, 249.35 feet, measured along said center line from the intersection of said center line with the Easterly prolongation of the center line of Lot "L" (14th Street) as shown on the map of Orchard Heights Tract;
Thence from said point of beginning North 89 degrees 58 minutes 32 seconds West, 283.92 feet;
Thence North 74 degrees 39 minutes 55 seconds West, 2578.60 feet; Thence North 82 degrees 48 minutes 25 seconds West 2501.58 feet, more or less, to a point in the West line of Lot "P" as shown on said map, said West line being also the East line of the Southeast Quarter of Section 34, Township 2 South, Range 1 West, San Bernardino Base and Meridian, said last mentioned point being North 00 degrees 20 minutes 55 seconds East, 751.37 feet, measured along said East line from a inch iron pipe in concrete set for the Southeast corner of said Section 34, said last measured point being South 00 degrees 20 minutes 55 seconds West 1883.43 feet, more or less, for a concrete pipe set for the East Quarter corner of said Section 34.

18. A right of way, affecting a portion of Parcel 1, for pipe line, 16.50 feet wide, for transportation of gas, over, under and along a portion of Lots 29, 65 to 68, inclusive, 75 to 80, inclusive, 87, 88, Lot "P" (Cherry Avenue), Lot "R" (Orchard Heights Avenue), Lot "D" (14th Street), Lot "H" (13th Street), and Glen Eyrie Street, map of Orchard Heights Tract herein described, granted to Southern California Gas Company, a corporation and Southern Counties Gas Company of California by Deed filed for record under Torrens Title as Instrument No. 846 on September 5, 1950, last certificate no. 403. The center line of said right of way is described as follows:

Beginning at the Northwest corner of Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian;
Thence North 0 degrees 20 minutes 55 seconds East, along the Westerly line of Section 35, Township 2 South, Range 1 West, San Bernardino Base and Meridian, 40 feet to the point of beginning;
Preliminary Re. rt - Schedule B
Pater: 0 oi51627
Gateway Title Company - 930 South Mount Vernon Avenue
Disraraido reenntw * 71L-A7R-AAF1

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492
Thence North 89 degrees 54 minutes 26 seconds East, 77.28 feet; Thence South 47 degrees 13 minutes 49 seconds East, 152.06 feet; Thence South 75 degrees 42 minutes 34 seconds East, 5232.05 feet to a point in the Easterly line of said Section 2. The side lines of said right of waylshall be prolonged or shortened so as to terminate in said Westerly line of Section 35 and said Easterly line of Section 2.

19. An easement, affecting a portion of Parcel 1, for Flood Control and Water Conse ation purposes, 30 feet wide, over Lots 109, 110 and 111 herein descr bed, granted to the Riverside County Flood Control and Water Conse ation District, by deed recorded August 18, 1954 in Book 1620 Page 57 of Official Records. The center line of said right of way is described as follows:

Beginning at a point on the South line of the said Orchard Tract, from which point he Southwest corner of Section 2, Township 3 South, Range 1 West, San rnardino Base and Meridian, as shown by said map bears North 88 degrees 38 minutes West, 1731.42 feet;
Thence Weste ly along a curve concave to the South, having a central angle of 22 egrees 20 minutes and a radius of 200 feet; Thence along said curve, 77.96 feet; the radial line at the beginning of said curve bears South 23 degrees 42 minutes West;
Thence North 86 degrees 38 minutes West, 1523.13 feet;
Thence along
through an
feet to the'
land are to
Lot 109 and

20. A petition
Riverside Co
to exclude P
the provisi
Professions
petition bei
An order of
in Book 27
recorded Ju
of Official
the arc of a 150 foot radius curve, concave to the North, ngle of 49 degrees 48 minutes feet, a distance of 130.38 esterly line of Lot 109. The side lines of said strip of e shortened or extended so as to end on the West line of he South line of Lot 111.
filed April 14, 1960 in the office of the county clerk of unty, Case No. 71851, Superior Court, wherein it is sought nrcels 1, 2 and 5 herein described, from subdivision, under ons of the Subdivision Land Exclusion Law (Business and Code, Sections 11700-11709), application thereof for said ng made by Aleisian Farms, a Partnership.
exclusion recorded June 09, 1960 as Instrument No. 51499 0 at page 462 of Official Records; the exclusion map
e 09, 1960 as Instrument No. 51500 in Book 2711 at page 84 Records.

Gateway
Preliminary Report - Schedule B
Pa 71 o$1627
Title Company - 930 South Mount Vernon Avenue
R i varn i (e County * 714-A25-3661

SCHBDOLS B
Preliminary Report
Order No. 4104930127-492

21. A pending court action as disclosed by a recorded notice.

Plaintiff:

Defendant:

County:

Court:

Case No.:

Nature of Action:

Recorded:

GATEWAY TITLE COMPANY
California Electric Power Company, a corporation
Aleisian Farms, A Partnership, et. al.

Riverside
Superior Court
22698
To acquire various rights of way and easements
August 30, 1960 as Instrument No. 76497

22. Easement, and incidents thereto,
In Favor of:
ecorded, Official Records:

Series/Instrument No.:

Purpose:

Affects:

Riverside County Flood Control and Water
Conservation District
December 6, 1972
161550
For the construction, operation and maintenance
of drainage facilities
Portions of said land
Reference is hereby made to said instrument for further particulars

23. The terms, conditions and restrictions set forth in that certain Land Conservation Contract
Dated:

Executed by:

Recorded:

24. The terms conditions
Conservation Contract
Dated:

Executed by:

Recorded:

January 1, 1973
Aleisian Farms a General Partnership and the
County of Riverside
January 30, 1973 as Instrument No. 12634
and restrictions set forth in that certain Land
January 1, 1973
Aleisian Farms a General Partnership and The
County of Riverside
January 30, 1973 as Instrument No. 12635
Notice of non -renewal of said contract was recorded October 28, 1981 as Instrument No. 203479.

Prelimin RR y of.16zpedule B
Gateway Title Company - 930 South Mount Vernon Avenue

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492

25. The terms, conditions and restrictions set forth in that certain Land Conservation Contract
Dated:

Executed by:

Recorded:

January 1, 1973
Tragniew Inc. a California corporation and The
County of Riveside
April 23, 1973 as Instrument No. 51451
Notice of Non -Renewal of said contract was recorded
October 28, 1981 as Instrument No. 203480

26. The terms conditions and restrictions set forth in that certain Land Conservation Contract
Dated: January 1, 1982
Executed by: Aleisian Farms and The County of Riverside Recorded: March 01, 1982 as Instrument No. 34806

27. The fact that said land is included within a project area of Redevelopment Agency shown below, and that proceedings for redevelopment of said project have been instituted under redevelopment law (such redevelopment to proceed only after adoption of the redevelopment plan) as disclosed by a document. the
the
the
the
Redevelopment Agency: Beaumont Project Area
Recorded: December 16, 1982 as Instrument No. 217749,
Official Records.

The above matter affects a portion of the land described herein and other land.

28. We will require a STATEMENT OF INFORMATION from ALL PARTIES INCLUDING GENERAL PARTNERS OF ALL THE VARIOUS PARTNERSHIPS in order to complete this report, based on the effect of documents, proceedings, liens, decrees, or other matters which do not specifically describe said land, but which, if any do exist, may affect the title or impose liens or encumbrances thereon. (TO BE SUBMITTED A MINIMUM OF SEVEN DAYS PRIOR TO THE CLOSE OIL SAID TRANSACTION).

Preliminary Report - Schedule B
Pa ftGW3 of81627
Gateway,Title Company - 930 South Mount Vernon Avenue
RivorsiA° ['minty * 714-125-3661

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492

29. If title is to be insured from the Partnerships then the General Partners, comprised of Trusts, Gateway will ire a copy of the trust instrument creating such trust, and all au ents thereto, together with a written verification by all present trustees that the copy is a true and correct copy of the trust, as it may have been amended, that it is in full force and effect and that it has not been revoked or terminated.

30. The requirement that
vestee named below,
Corporations Code.

Vestees
a statement of partnership be recorded for the
as provided in Section 15010.5 California
Banning Farms
NOTE: The charge for a policy of title insurance, if issued through this title order, will be based on the basic (not short-term) title insurance rate.

Preliminary Report - Schedule B
Pa 74 o91627
Gateway Title Company - 930 South Mount Vernon Avenue
R i vora i io ('nuntu- * 711_A9R-1AA,1

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492
NOTE: "Any funds to be disbursed by Gateway Title Company will be disbursed in compliance with Section 12413.1 of the California Insurance Code. A cashier's, teller's or certified check will have next day availability after deposit. A11 other local checks will have two (2) day availability after deposit. Non -local checks will have five (5) day availability after deposit. Funds received too late in the day for same day deposit will require one (1) additional day before they are available for disbursement.

THE DEPOSIT OF A CASHIER'S, TELLER'S OR CERTIFIED CHECK, OR ELECTRONIC

TRANSFER OF FUNDS WILL EXPEDITE THE DISBURSEMENT OF FUNDS AND THE CLOSE OF THIS TRANSACTION."
WIRING INSTRUCTIONS FOR GATEWAY TITLE COMPANY:

Banks WELLS FARGO BANK
2323 North Broadway
Santa Ana, California 92706
Credit: Gateway Title Company
Sub -Escrow Account
No. 4602-092827
ABA No.: 121000248
Very important: Please reference our TITLE ORDER NUMBER and or TITLE OFFICER'S NAME.

Please notify your title officer in advance of your intention to wire funds so we may alert our respective departments. Any additional information concerning wire transfers can be obtained from your title officer.

DH:dm:lmw
Plats enclosed

T. CA. 056-00 4
0o/ -o01
.MB 6/ 33 /NSTR. 5/500 6/ 9/60 EXCLUS/ON MAP
NI A. /I M/1 Mtlll l III.

N ✓L NINAII IC.II
MAR. /9l0
•
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P OR. SEC. 35 6 36, 7:2 S., R. /W.

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VII
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81 •
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ASSESSO R'S MAP / R. 406 PQ . 17
Rl vERSiOE COMA rr. CAL/r.

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rI PAVS.I SW. II SIG 11
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20 /6

LINNS YA P IS POP
ASS[SSMIMT PV RP0SI S OMtr
ASSESSOR'S MA P BK .419 PC . 02
RIVE RS/DE COUNTY, CALIF .
ti

EXHIBIT "D"

PERMITS AND APPROVALS CONSTITUTING

DEVELOPMENT PLAN

1. Deutsch Planned Community Specific Plan
approved by the City Council on January 14,
1991 by Resolution No. 1991-03.

o 0
EXHIBIT "E"

BENEFITS TO CITY

1. The proposed project is consistent and compatible
with other existing and proposed uses in the vicinity of the project and Community in general.

2. improvements
Circulation

3. agricultural
the Office o
moisture con
The proposed project will contribute to roadway
consistent with the City's updated Master
lan.

The proposed project will be developed on
land which has been denied a permit to farm from
the Agricultural Commissioner due to insufficient
ent in the soil.

4. The project will be designed and landscaped so as
to provide an aesthetically pleasing environment compatible with surrounding land uses.

5. The overall planning of the project is
comprehensive and interrelated, not planned in a piecemeal fashion.
public
of the
public
of the

6. agenc
site.

The proposed project will result in revenues to
es through increased property tax from development

7. The proposed project will result in revenues to
agencies through increased property tax from development site.

8. revenue for

9. facilities t
of Beaumont.
10 the location
Plan.

The proposed project will increase sales tax
he City of Beaumont through retail sales.

The proposed project will provide public
include parks and a library facility to the City
The intensity of the project is appropriate for
and is consistent with the City of Beaumont General

11. The proposed project provides for alternative
transportation opportunities through the implementation of bicycle and pedestrian facilities.

12. The proposed project represents a reasonable mix
of uses for the site all factors considered.

o

APPLICATIONS
EXHIBIT "F"

LIST OF FEES AND ASSESSMENTS

INFRASTRUCTURE FEES -

MITIGATIONS
FEES
Agricultural Preserve
Architectural Plan
Development Agreement
Landscape Concept Plans
Sign Permits
Tentative Parcel or Tract Map
Plan Check Parcel or Tract Map
Improvement Construction Plan Checking
Inspection of Improvement Construction
Final Survey Staking Guarantee
Plan Checks per Building Code
Building Permits per Building Code
Amendments to any of the above or prior
approved applications
Sewer
Water
Reclaimed Water
Drainage
Transportation - Circulation
Police
- Fire
Park
Signalization
Public Facilities
Development Agreement Annual Review Fee

CHARGED BY OTHER AGENCIES WHICH ARE

REQUIRED TO BE COLLECTED BY THE CITY

t
Gateway Order No.: 410-4930127-492 Reference No.: BANNING

EXHIBIT A
distance of 248.57 feet;
Thence North 89 degrees 32 minutes 20 seconds East 114.62 feet to the point of beginning.

Also except from said land all of those portions lying within the public roads and highways adjoining said land known as Eighth Street and Highland Springs Avenue.

Preliminary Report - Schedule A
Gateway Title Companr►age $l §,0402Mount Vernon Ave
Colton, CA 92324
714-R75-16 1

0 0
EXHIBIT "B"

MAP OF PROPERTY

•
o
4 DEUTSCH PROPERTY
SPECIFIC PitiAN Page 483 of 1627

BEAUMONT, CALIFORNIA
MEM
14 R RA

EXHIBIT "C"

TITLE REPORT SHOWING OWNERSHIP INTERESTS IN THE PROPERTY

D o

RECORDING REQUESTED BY, AND
WHEN RECORDED, MAIL TO:

City Clerk
City of Beaumont
P. 0. Box 158
Beaumont, Ca 92223
(Space above tor Recorder's Use)

DEVELOPMENT AGREEMENT

BETWEEN

THE CITY OF BEAUMONT
AND

HIGHLAND FARMS, ALEISIAN FARMS

AND BANNING FARMS (DEUTSCH)
(Pursuant to Government Code
Sections 65864 - 65869.5)

f

DESCRIPTION

TABLE OF CONTENTS
PAGE NO.

1. Definitions 4

1.1 Agreement 4

1.2 Agreement Date 4

1.3 Build -Out Phasing Plan 4

1.4 City 5

1.5 Development Plan 5

1.6 Effective Date 5

1.7 Developer 5

1.8 Project 5

1.9 Property 6

2. Exhibits 6

3. Mutual Benefits
6 3.1 Benefits to City 6

3.2 Benefits to Developer 7

4. Interest of Developer 7

5. Binding Effect of Agreement 7

6. Project as a Private Undertaking 7

7. Term 7

8. Changes in Project 8

9. Hold Harmless 8

9.1 By Developer 8

9.2 By City 8

10. Vested Right 8

10.1 No Conflicting Enactments 9

10.2 Intent of Parties 9

11. General Development of the Project 9

11.1 Project 9

11.2 Phasing and Timing of Development 10

11.3 Effect of Agreement on Land Use
Regulations 11
114 Administrative Changes and Amendments 11

11.5 Mello -Roos Community Facilities
Districts; Other Assessment District
or Financing Mechanisms 12

11.6 Water and Sewer Facilities 12

11.7 Public Services and Facilities 13

11.8 Cancellation of Williamson Act
Agricultural Preserve and Land
Conservation Agreement 13

11.9 Other Governmental or Quasi -
Governmental Permits 13

11.10 Consistency Between This Agreement
and Current Laws 14

11.11 Assessments and Fees 14

11.12 Subsequent Actions 14

12. Rules, Regulations and Official Policies 14

12.1 New Rules 14

12.2 Subsequent Actions and Approvals 15

12.3 State and Federal Laws 15

13. Amendment or Cancellation of Agreement 15

14. Enforcement 15

15. Periodic Review of Compliance with Agreement 16

16. Events of Default 16

16.1 Default by Developer 16

16.2 Default by City 16

16.3 Specific Performance Remedy 17

17. Institution of Legal Action 18

18. Waivers and Delays 18

18.1 Waiver 18

18.2 Third Parties 18

18.3 Force Majeure 18

19. Notices 18

20. Attorneys' Fees 19

21. Transfers and Assignments 19

21.1 Right to Assign 19

21.2 Release Upon Transfer 19

22. Cooperation in the Event of Legal Challenge 19

23. Eminent Domain 20

24. Authority to Execute 20

25. Recordation 20

26. Protection of Mortgage Holders 20

27. Severability of Terms 20

28. Subsequent Amendment to Authorizing Statute 20

29. Interpretation and Governing Law 20

30. Section Headings 20

31. Incorporation of Recitals and Exhibits 21

32. Rules and Construction and Miscellaneous Terms 21

32.1 Gender 21

32.2 Time of Essence 21

32.3 Cooperation 21

DEVELOPMENT AGREEMENT
(Pursuant To Government Code
Sections 65864 -65869.5)
This DEVELOPMENT AGREEMENT ("Agreement") is entered
into to be effective on April 25, 1991, between ALEISIAN FARMS, a California general partnership, HIGHLAND FARMS, a California general partnership and BANNING FARMS, a California general partnership (collectively the "Developer") and the CITY OF BEAUMONT, a Municipal corporation organized and existing under the laws of the State of California ("City"). Developer and City are sometimes collectively referred to herein as the "parties."
RECITALS:

This Agreement is predicated upon the following facts:

A. These Recitals refer to and utilize certain capital- ized terms which are defined in this Agreement. The parties intend to refer to those definitions in conjunction with the use thereof in these Recitals.

B. Government Code Sections 65864 - 65869.5 ("Develop-
ment Agreement Law") authorize the City to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purpose of strengthening the public planning pro- cess, encouraging private participation and comprehensive plan- ning and reducing the economic costs of such development.

C. This Agreement is adopted pursuant to Government Code Section 65865 et sea.

D. Developer is the owner of approximately 1,162 acres
of land currently located within unincorporated Riverside County, California as more particularly described on Exhibit "A" and shown on Exhibit "B" ("Property"). The respective interests of Aleisian Farms, Highland Farms and Banning Farms in the Property are those as set forth on the title report attached as Exhibit "C". For purposes of information only, Developer owns an additional 1,552 acres of land located East of the Property of which 1,268 acres are located within the City of Banning, and all of which land Developer intends to develop in concert with the Property (the "Banning Property").

E. Deve
integrated, int
accordance with
oper intends to develop the Property as an
rnally oriented planned residential project in
the Development Plan as hereinafter defined in

Section 1.5 (the "Project"). The Project is capital intensive, especially in its initial phases requiring major investment in public facility and on -site and off -site improvement prior to the construction and sale of housing in order to make the Project economically and fiscally feasible. The Project is fully compatible with the proposed development of the Banning Property.

F. The Property is currently located within the sphere
of influence of but has not yet been annexed to the City. It is the present intent of the parties that annexation of the Property to the City will occur following approval by the City of the Development Plan defined in Section 1.5. Pursuant to Government Code Section 65865(b), this Agreement shall become operative on the effective date of the annexation, so long as the annexation is completed prior to December 31, 1992, failing which it shall expire on that date and be of no further force or effect.

G. City's General Plan designation for the Property is
Residential Planned Unit Development (PUD), and the Specific Plan being adopted concurrently herewith as a part of the Development Plan as defined in Section 1.5 implements the City General Plan and its various component elements by providing specific land use and development standards. Developer and City desire to provide through this Agreement specific development criteria to be applicable to the Property upon its annexation to the City which will provide for maximum utilization of the Property in accordance with sound planning principals.

H. City has determined that the use and intensity of use provided in this Agreement is consistent with the City's General Plan applicable to the Property.

I. Development of the Property pursuant to the
Development Plan as defined in Section 1.5, which is largely vacant area almost totally lacking in required infrastructure improvements, requires the construction of substantial
reasonable public improvements early in the development and construction process. Certain development risks and
uncertainties associated with the long term nature of the development, including the cost of the portion of those regional public improvements required to be installed at the inception of the development, could discourage and deter Developer and other owners in the vicinity from making the long term commitments necessary to fully develop the Property pursuant to the Development Plan. It is only the assurance of the ability to complete the private income producing components of the Development Plan in general that provides the inducement to Developer to ag ee to commit the land and financial resources required to commence and proceed with development. The parties -2-
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desire to enter into this Agreement in order to assure that the Property is developed as an integrated planned community in general, and that the uncertainties to such development over which the City has control are removed.

J. Developer has applied for, and City, concurrently
with approval of this Agreement, has approved the Development Plan (as in Section 1.5) in order to protect the interests of its citizens and the quality of the community and environment through the specific plan process (Government Code Section 65450 et seq.) As part of that process of approving the Development Plan, City has undertaken, pursuant to the California
Environmental Quality Act ("CEQA"), the required analysis of the environmental effects which would be caused by the Project.

City has imposed a series of mitigation measures in connection with the development of the Project to eliminate or reduce to a level of insignificance many significant adverse impacts caused by the Project. As to those significant adverse impacts which cannot be eliminated or reduced to a level of insignificance, the City Council has adopted a statement of overriding
considerations pursuant to CEQA setting forth why the beneficial aspects of the Project outweigh those significant adverse impacts which cannot be eliminated or reduced by mitigation measures. On January 14, 1991, the City Council of City adopted Resolution No. 1991-03, certifying the environmental impact report ("EIR") prepared for the Project as being complete and adequate and complying with CEQA. Pursuant to Government Code Section 65457 and Public Resources Code Section 21166 the City acknowledges that no subsequent or supplemental Environmental Impact Report shall be required by the City for the subsequent approvals implementing the development of the Property, whether ministerial or discretionary, unless:
(1) Changes are proposed by Developer
which by law will require revisions to the EIR;
or
(2) New information which was not known
and could not have been known at the time the EIR
was certified as complete becomes available;
provided, however, that reanalysis of data
already examined and reported in the EIR shall
not be considered new information. The term "new
information" does not mean discovery that
probabilities of adverse (or beneficial) results
considered in the approval of this Agreement, the
Development Plan as defined in Section 1.5 or the
EIR may prove incorrect, or that such
probabilities are or are not becoming, or have or
have not become realities, but instead required
that the actual quantitative and politative
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extent of the underlying issues was not
considered and could not have been considered in
the environmental analysis associated with the
approval of this Agreement and the EIR.

K. The Development Plan implements the goals and
policies of the City's General Plan described in the Specific Plan referred to in Section 1.5, below, and provides balanced and diversified land uses in order to maintain the overall quality of life and of the environment within City and to impose appropriate requirements with respect to land development and usage.

L. Developer has requested City to consider entering
into a development agreement relating to the Project and pro- ceedings have been taken in accordance with City's rules and regulations.

M. On March 25 , 1991, the City Council of City
adopted Ordinance No. 698 , approving this Agreement with Developer.

N. City acknowledges that by electing. to enter into
contractual agreements such as this Agreement, the obligations of which shall survive beyond the term or terms of the present City Council members, such action will serve to bind the City and future City Councils to the obligations hereby undertaken.

By obligating the City pursuant to this Agreement, the City Council has elected to exercise certain governmental and proprietary powers at the present time rather than deferring its action to some undetermined future date. The terms and
conditions of this Agreement have undergone extensive review by the City and its City Council and have been found to be fair, just and reasonable, and the City has found and determined that the execution of this Agreement is in the best interest of the public health, safety and general welfare of City and its residents and that adopting this Agreement constitutes a present exercise of its police power.

The parties agree as follows:

1. Definitions.

1.1 "Agreement" is this Development Agreement.

1.2 "Agreement Date" is the date this Agreement is
approved by the City Council.

1.3 "Build -Out Phasing Plan" means a plan to be
prepared by Developer showing the intended build -out schedule of the Project. The Build -Out Phasing Plan as more particularly -4-

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described in Section 11.2 shall be advisory only and shall not be binding on Developer.

1.4 "City" is the City of Beaumont, California.

1.5 resolutions, co
rules, regulati
development and
including, with
Property, the d
and size of pro
or dedication o
improvement and
applicable to t
permits and app
have been issue
"Development Plan" is all of those ordinances,
es (except as provided in Section 12.1(c)),
ns and official policies of City governing the
use of the Property as of the Agreement Date,
ut limitation, the permitted uses of the
nsity and intensity of use, the maximum height
osed buildings, the provisions for reservation
land for public purposes, and the design,
construction standards and specifications
e development of the Property, and all of those
ovals which are referenced on Exhibit "D" which
or granted by City in connection with any of
the foregoing. Specifically, but without limitation, such Development Plan includes the Deutsch Planned Community Specific Plan adopted by the City Council on January 14, 1991 by Resolution No. X1991-03 pursuant to Government Code Section 65450 et.seq. (hereinafter the "Specific Plan") allowing the
construction of a maximum of 4,716 residential dwelling units ranging in average density from approximately four (4) d.u.'s/ acre to approximately fifteen (15) d.u.'s/acre, a fifteen (15) acre community {commercial site, five (5) elementary and one (1) junior high schbol site, a twenty-three (23) acre community park, a twenty -One (21) acre trail park adjacent to the San Diego Gas and Electric Easement, and, three (3) additional neighborhood parks totaling 21 acres adjacent to schools. The average density for the Specific Plan areas is approximately 4.1 d.u.'s/acre.

1.6 "Effective Date" is that date which is the
later to occur of (a) the expiration of the time for filing a referendum petition relating to this Agreement if no such petition is filed within such period, (b) the certification of the results of a referendum election are declared approving this Agreement if a referendum petition is filed within the
applicable period, or (c) the date that the annexation of the Property to this City is completed, provided that such
annexation is completed prior to December 31, 1992.

1.7 "Developer" is Aleisian Farms, a California
general partner hip, Highland Farms, a California general partnership and Banning Farms, a California general partnership as their interests appear on the title report attached as Exhibit "C" and their respective successors in interest to all or any part of the Property.

1.8 "Project" is the proposed development of the
Property included within the Development Plan and associated -5-
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amenities, including, without limitation, on -site and off -site improvements contemplated by the Development Plan, as the same may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.9 "Property" is the real property on which the
Project is, or will be, located as described on Exhibit "A" and shown on Exhibit "B."

2. Exhibits. The following documents are referred to in this Agreement, attached hereto and incorporated herein by this reference:

Exhibit Designation Description
A
B
C
D
Legal Description of
the Property
Map of Property
Title Report Showing
Ownership Interests in
the Property
Permits and Approvals
Constituting
Development Plan
E Benefits to City
F List of Fees and
Assessments

3. Mutual Benefits. This Agreement is entered into for
the purpose of carrying out the Development Plan for the Project in a manner that will insure certain anticipated benefits to both City, including, without limitation, residents of City, and Developer as set forth in this Section. City and Developer agree that, due to the size and duration of the Project, certain assurances on the part of each party as to the Project will be necessary to achieve those desired benefits.

3.1 Benefits to City. The benefits to City
(including, without limitation, the residents of City) under -6-

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this Agreement include, but are not limited to those set forth in Exhibit "E."

3.2 Benefits to Developer. Developer has expended
and will continue to expend substantial amounts of time and money on the planning and infrastructure construction of the Project. In addition, Developer will expend substantial amounts of time and money in constructing public improvements and facilities and in providing for public services in connection with the Project. Developer would not make such additional expenditures without this Agreement and such additional expend- itures will be made in reliance upon this Agreement. The bene- fit to Developer under this Agreement consists of the assurance that Developer will preserve the right to develop the Property as planned and as set forth in the Development Plan.

4. Interest of Developer. Developer represents that De- veloper has a legal or equitable interest in the parcels comprising Property.

5. Binding Effect of Agreement. The terms and
conditions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.

6. Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private and not a public sector development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property by the owner of such Property.

7. Term. The term of this Agreement shall commence upon the Effective Date and shall continue until all permits and approvals required to complete the development of the Project as contemplated by the Development Plan have been issued, provided that in no event shall such term exceed twenty-five (25) years following the Effective Date of this Agreement as to those lots or parcels of the Property under this Agreement, if any, for which a grading or building permit has either not been issued or has otherwise expired. Notwithstanding the foregoing, as to any lot or parcel on the Property not subject to the preceding sentence, the term of this Agreement and the Development Plan regulations hand specifications thereunder shall be extended for a period of fifty (50) years commencing on the date that this Development Agreement would have otherwise expired.
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8. C an es in Pro ect. Developer shall not be entitled
to any chang=, modification, revision or alteration in the De- velopment P1:n relating to the permitted uses of the Property, the density •r intensity of use, the maximum height and size of proposed buildings or the provision for reservation or dedica- tion of landfor public purposes other than those allowable changes, modifications and alterations permitted under the Development Plan and in particular the Specific Plan, without review and approval by those agencies of City approving the Development Plan in the first instance. Subject to the
foregoing provisions of this Section 8, City acknowledges that Developer may seek new entitlements to use and amendments to entitlements to use in connection with the development of the Project. The approval of any changes in the Project as set forth in this Section 8 shall be in the discretion of the City and shall be effectuated as set forth in Section 11.4 below.

9. Hold Harmless.

9.1 By Developer. Developer shall hold City, its
officers, agents, employees, partners and representatives harmless from liability for damage or claims for damage for personal injury, including death and claims for property damage, which may arise from the activities of Developer or those of Developer's contractors, subcontractors, agents, employees or other persons acting on Developer's behalf which relate to the Project. Developer shall defend City and its officers, agents, employees, partners and representatives from actions for damages caused or alleged to have been caused by reason of Developer's activities in connection with the Project.

9.2 By City. City shall hold Developer, its
officers, agents, employees, partners and representatives harmless from liability for damage or claims for damage for personal injury, including death and claims for property damage, which may arise from the activities of City or those of City's contractors, subcontractors, agents, employees or other persons acting on City's behalf which relate to the Project. City agrees to and shall defend Developer and its officers, agents, employees, partners and representatives from actions for damages caused or alleged to have been caused by reason of City's activities in connection with the Project.

10. Vested Right. By entering into this Agreement and
relying thereon, Developer is obtaining a vested right to pro- ceed with the Project in accordance with the Development Plan, but subject to any remaining discretionary approvals required in order to complete the Project as contemplated by the Development Plan (which discretion shall be exercised in accordance with the Development Plan). By entering into this Agreement and relying thereupon, City is securing certain public benefits which help to alleviate potential problems in City and enhance the public health, safety and welfare. City therefore agrees to the following:
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10.1 No Conflicting Enactments. Neither the City
Council of City nor any other agency of City shall enact an ordinance, policy, rule, regulation or other measure applicable to the Project which relates to the rate, timing or sequencing of the development or construction of all or any part of the Project or which is otherwise in conflict with this Agreement.

10.2 Intent of Parties. In addition to and not in
limitation of the foregoing, it is the intent of Developer and City that no moratorium or other limitation (whether relating to the rate, timing or sequencing of the development or construc- tion of all or any part of the Project and whether or not enacted by initiative or otherwise) except a moratorium imposed by City to implement State or Federal laws, statutes,
regulations, policies or orders as provided in Section 12.3, affecting parcel or subdivision maps, building permits, site development permits, special use permits, conditional use permits, occupancy certificates or other entitlements to use or permits approved, issued or granted within City, or portions of City, shall apply to the Project to the extent such moratorium or other limitation is in conflict with this Agreement. Not- withstanding the foregoing, should an ordinance, general plan or zoning amendment, measure, moratorium, policy, rule, regulation or other limitation enacted by citizens of City through the initiative process be determined by a court of competent juris- diction to invalidate or prevail over all or any part of this Agreement, Developer shall have no recourse against City pursuant to this Agreement, but shall retain all other rights, claims and causes of action at law or in equity which Developer may have independent of this Agreement. The foregoing shall not be deemed to limit the Developer's right to appeal any such determination of such ordinance, general plan or zoning amend- ment, measure, policy, rule, regulation, moratorium or other limitation which purports to invalidate or prevail over all or any part of this Agreement. City agrees to cooperate with owner in all reasonable manners in order to keep this Agreement in full force and effect.

11. General Development of the Protect.

11.1 Pro ect. While this Agreement is in effect,
Developer shall have a vested right to develop the Project in accordance with the terms and conditions of this Agreement, and in accordance with, and to the extent of the Development Plan, but subject to any remaining discretionary approvals required in order to complete the Project as contemplated by the Development Plan (which discretion shall be exercised in accordance with the Development Plan) and City shall have the right to control the development of the Project in accordance with the terms and -9-

167/167 3-22-91

conditions of this Agreement. Except as otherwise specified in this Agreement, the Development Plan shall control the overall design, development and construction of the Project and all on - site and off -site improvements and appurtenances in connection therewith, including, without limitation, all mitigation measures required in order to minimize or eliminate material adverse environmental impacts caused by the Project. The permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, the provisions for reservation and dedication of land for public purposes and other terms and conditions of development
applicable to the Property shall be those set forth in the Development Plan. As part of the tentative subdivision map review, the applicant shall submit architectural drawings showing building treatment, elevations, material samples, and landscaping as part of the review and approval process for the residential portions of the Project.

11.2 Phasing and Timing of Development. The parties
acknowledge that although Developer currently anticipates that the Project will be phased and constructed in increments over an approximate twenty-five (25) year time frame in accordance with the Build -Out Phasing Plan, at the present time Developer cannot predict when or the order in which Project phases will be developed. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, competition and other similar factors. To the extent permitted by the Development Plan and this Agreement, Developer shall have the right to develop the Project in phases in such order and at such times as Developer deems appropriate within the exercise of its
subjective business judgment, so long as the Project is constructed as an integrated master planned development as con- templated by the Development Plan and the City Manager
determines that such phasing will not adversely impact the ability of the City to construct, enlarge, expand, modernize or otherwise modify infrastructure improvements if necessary to accommodate growth of the Beaumont community. City agrees that Developer shall be entitled to apply for and City shall process tentative maps, vesting tentative maps, parcel maps, final maps, site development permits, conditional use permits, building per- mits, occupancy certificates and other entitlements to use or permits as provided by the Specific Plan or other applicable City ordinances at any time, in as expeditious a manner as possible, provided that such application is made in accordance with the Development Plan.
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11.3 Effect of Agreement on Land Use Regulations.

The rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings and the design, improvement and construction standards and speci- fications applicable to development of the Property are those rules, regulations and official policies in force as of the Agreement Date, and those rules, regulations, and official policies which may hereinafter be adopted by the City to implement its Water Resources Management Plan which is currently being developed, or State or Federal laws, statutes,
regulations, policies or orders as provided in Section 12.3. In connection with any approval which City is permitted or has the right to make under this Agreement relating to the Project, or otherwise under its rules, regulations and official policies, City shall exercise its discretion or take action in a manner which is as expeditious as possible and which complies and is consistent with the Development Plan and the standards, terms and conditions contained in this Agreement, and in a manner which will not interfere with the development of the Project for the uses and to the height, density and intensity specified in this Agreement or with the rate of development selected by Developer. City shall accept for processing and timely review and act on all applications for further land use entitlement ap- provals with respect to the Project called for or required under this Agreement in as expeditious a manner as is possible. Such application shall be processed in the normal manner for process- ing such matters.

11.4 Administrative Changes and Amendments. The
parties acknowledge that refinements and further development of the Project may demonstrate that changes are appropriate with respect to the details and performance of the parties under this Agreement. The parties desire to retain a certain degree of flexibility with respect to the details of the Project
development and with respect to those items covered in general terms under this Agreement. If and when the parties find that changes or adjustments are necessary or appropriate, they shall, unless otherwise required by law, effectuate such changes or adjustments through administrative amendments approved by the City Manager or designee, after execution, shall be attached hereto as an addenda and become a part hereof, and may be further changed and amended from time to time as necessary, with approval by City and Developer. Any such administrative changes or amendments shall not be deemed to be an amendment to this Agreement under Government Code Section 65868, and unless other- wise required by law, no such administrative amendments shall require prior notice or hearing. Notwithstanding the foregoing, the following matters shall not be considered administrative changes or amendments, but shall be considered substantive -11-

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amendments which shall be reviewed by the Planning Commission and approved by the City Council:
(a) Alteration of the permitted uses of the
Property;
(b) Increase in the density or intensity of use or
the number of lots;
(c) Increase in the maximum height and size in
permitted buildings;
(d) Deletion of a requirement for the reservation or
dedication of land for public purposes except for minor boundary adjustments approved by the Planning Director or designee; and (e) Any amendment or change requiring a subsequent
or supplemental environmental impact report pursuant to Public Resources Code Section 21166.

11.5 Mello -Roos Communities Facilities Districts;
Other Assessment Districts or Financing Mechanisms. Pursuant to Chapter 2.5 (commencing with section 53312) Part 1, Division 2, Title 5 of t e Government Code of the State of California, commonly kno as the "Mello -Roos Community Facilities Act of 1982," Owner may, at its sole election, petition the City Council of C'ty to establish a Community Facilities District ("CFD") incl ding the Property for the purpose of acquiring, constructing and financing through the sale of bonds of certain public facilities which are necessary to meet the increased demands plac d on the City as a result of the development of the Property. Alternatively, or in addition thereto, Owner may request that the City initiate and complete proceedings under the Municipal Improvement Act of 1911, the Municipal Improvement Act of 1913, the Improvement Bond Act of 1915, the Landscaping Allotting Act of 1972, or any and all other available public financing mechanisms to provide public conduit financing for the construction of public improvements on the Property
("Alternative Financing Mechanisms"). If so requested by Owner, City shall cooperate with Owner and use its best efforts in taking all steps necessary to cause the CFD or Alternative Financing Mechanisms to issue bonds for such purposes. If the Property is included within a CFD with other surrounding properties, the special taxes or special assessments burdening the various properties so included shall be apportioned on a fair share basis related to the benefit derived by each of such properties.

11.6 Water and Sewer Facilities. Responsibilities
of the Parties with respect to water and sewer facilities pertaining the transmission of water for or sewage generated -12-

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by the Project or by surrounding properties in which Developer will be required to participate shall be determined and allocated on a fair share basis between Developer and the surrounding property owners using such facilities.

11.7 Public Services and Facilities. As provided by
the Specific Plan, the Project provides for an integrated roadway system, and public facilities in addition to water and sewer facilities as discussed in Section 11.6 above, including parks, schools, storm drain, police protection and fire protection. The construction and installation of such
facilities and infrastructure improvements and the phasing thereof shall be subject to City review and approval at the time that tentative tract maps are submitted for applicable areas of the Project. To the extent that Developer, at City's request, constructs, installs or otherwise provides financing for public facilities or other infrastructure improvements not required to serve the Project and benefiting lands within the City outside the Project area of the Property, City shall adopt such ordinances as are necessary to create a benefit district by which a fee, assessment or charge will be imposed upon such other properties and reimbursed to Developer for the fair share of the benefits conferred upon such lands other than the Property by such public facilities or infrastructure
improvements. In order to insure that the Project will function harmoniously with the City's transportation and circulation plan, City shall undertake the upgrade and completion of street networks to planned standards to accommodate increased demands generated by the Project on other areas of the City in
accordance with and under the schedule provided by the City's Master Plan of Circulation.

11.8 Cancellation of Williamson Act Agricultural
Preserve and Land Conservation Agreement. Immediately following the Effective Date, City shall, as expeditiously as possible, commence hearings pursuant to the Williamson Act, Government Code Section 51200, et s�ce for the cancellation of the January 1, 1973 Land Conservation Contract and January 1, 1982 Land Conservation Contract entered into between the predecessor in interest to Developer and the County of Riverside pertaining to the Property. Developer shall be responsible for paying all fees and costs, including legal fees, incurred by City in processing the cancellation of the Land Conservation Contracts.

11.9 Other Governmental or Quasi -Governmental
Permits. Developer shall apply for such other permits and approvals as may be required by other governmental or quasi - governmental agencies having jurisdiction over the Project (such as public utilities or utility districts, or other federal or -13-
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state agenci s) as may be required for the development of, or provision of services to the Project under the Development Plan.

City shall c operate with and assist Developer in obtaining such permits and pprovals, and, where necessary in making
application for such approvals or permits.

11.10 Consistency Between This Agreement and Current
Laws. City represents that there are no rules, regulations, ordinances or official policies of City enforced as of the date of execution of this Agreement that would interfere with the completion or use of the Project according to the Development Plan.

11.11 Assessments and Fees. City shall not, without
the prior written consent of Developer, impose any assessment or fee applicable to the development of the Project or any portion thereof, or impose any fees as a condition to the implementation of the Project or any portion thereof, except those existing and proposed assessments and fees set forth on Exhibit "F" which include but are not limited to infrastructure fees for sewer, water, reclaimed water, fire mitigation, police mitigation, transportation -circulation, park mitigation, public facilities fees and signalization fees. Notwithstanding the foregoing, fees payableto City shall be at rates applicable on the date the fee is due and payable.

11.12 Subsequent Actions. City shall timely process,
in as expeditious a manner as is possible for processing such matters, any necessary entitlements to use, including vesting tentative tract maps, tentative tract maps, parcel maps, final maps, site development permits, special use permits, conditional use permits, or other discretionary approvals or entitlements to use contempl=ted by the Development Plan, and any grading, con- struction or other permits filed by Developer in accordance with the substant ve development standards set forth in the
Development lan.

12. R les Regulations and •fficial Policies.
1'.1 New Rules. This agreement shall not prevent
City from ap•lying the following new rules, regulations and policies:
(:) Processing fees and charges imposed by City to
cover the es imated actual costs to City of processing
applications for development approvals, for monitoring
compliance wth any development approvals, or for monitoring compliance with environmental impact mitigation measures. (b) Procedural regulations relating to hearing
bodies, petitions, applications, notices, findings, records, -14-

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hearings, reports, recommendations, appeals and any other matter of procedure.
(c) Regulations governing construction standards and
specifications including, without limitation, the City's Building Code, Plumbing Code, Mechanical Code, Electrical Code and Fire Code provided that such construction standards and specifications are applied on a City-wide basis.
(d) Regulations which are not in conflict with the
Development Plan or this Agreement.
(e) Regulations which are in conflict with the
Development Plan or this Agreement if such regulations have been consented to in writing by Developer.

12.2 Subseauent Actions and Approvals. In
accordance with Government Code Section 65866, this Agreement shall not prevent City in subsequent actions applicable to the Property from applying new rules, regulations and policies which do not conflict with those existing rules, regulations and policies set forth in the Development Plan, nor shall this Agreement prevent City from denying or conditionally approving any subsequent development project application on the basis of such existing or new rules, regulations or policies.

12.3 State and Federal Laws. In the event that
State or Federal laws or regulations enacted after this Agreement is executed prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or
regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce.

13. Amendment or Cancellation of Agreement. This Agree- ment may be amended or cancelled in whole or in part only by mutual consent of the parties in the manner provided for in Government Code Section 65868.

14. Enforcement. Unless amended or cancelled as provided in Section 13 above, or modified or suspended pursuant to Gov- ernment Code Section 65869.5, this Agreement is enforceable by either party hereto notwithstanding any change in any applicable general or specific plan, zoning, subdivision or building regulation or other applicable law or regulation adopted by City (or by the vpters of City unless found by a court of competent -15-

167/167 3-22-91

and final jurisdiction to prevail over this Agreement) which alters or amends the Development Plan or the rate, timing or sequencing of any development.

15. Periodic Review of Compliance With Agreement. City
and Developer shall review this Agreement at least once every twelve (12) months from the date this Agreement is executed.

During each periodic review, each party is required to
demonstrate good faith compliance with the terms of this Agreement. Each party agrees to furnish such reasonable evidence of good faith compliance as the other party in the exercise of its reasonable discretion, may require. Such periodic review shall be conducted administratively by the City Manager and any appropriate department heads designated by the City Manager to perform such periodic review. The City Manager shall report the results of such periodic review to the City Council within thirty (30) days after the conclusion thereof.

No public hearing shall be held by the City Manager, Planning Commission or City Council with regard to such periodic review; provided, however, that if the City Manager during such periodic review preliminarily finds that Developer is not in good faith compliance with this Agreement, Developer shall have the right to appeal such finding to the City Council. The City Council on appeal shall not hold a public hearing to review a finding that Developer is not in good faith compliance with this Agreement unless so requested by Developer in writing at the time of the submission of such appeal. City shall notify Developer in writing of the date for review at least thirty (30) days prior thereto.

16. Events of Default.

16.1 Default by Developer. If the City Council
determines on the basis of substantial evidence upon appeal of the City Manager's decision pursuant to Section 15 hereof that Developer has not complied in good faith with the terms and conditions of this Agreement, it shall, by written notice to Developer, specify the manner in which Developer has failed to so comply and state the steps Developer must take to bring itself into compliance. If, within sixty (60) days after the effective date of notice from City specifying the manner in which Developer has failed to so comply, Developer does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then Developer shall be deemed to be in default under the terms of this Agreement and City may terminate this Agreement.

16.2 Default by City. If Developer determines on
the basis of substantial evidence that City has not complied in good faith th the terms and conditions of this Agreement, Developer sh 11, by written notice to City, specify the manner in which Cit has failed to so comply and state the steps City -16-

167/167 3-22-91

must take to bring itself into compliance. If, within sixty (60) days after the effective date of notice from Developer specifying the manner in which City has failed to so comply, City does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then City shall be deemed to be in default under the terms of this Agreement and Developer may terminate this Agreement or seek specific performance as set forth in Section 16.3.

16.3 Specific Performance Remedy. Due to the size,
nature and scope of the Project, it will not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such imple- mentation, Developer may be foreclosed from other choices it may have had to utilize the Property and provide for other benefits.

Developer has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more substantial time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would
adequately compensate Developer for such efforts. For the above reasons, City and Developer agree that damages would not be an adequate remedy if City fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is the only remedy which would compensate Developer if City fails to carry out its obligations under this Agreement, and City hereby agrees that Developer shall be entitled to specific performance in the event of a default by City
hereunder. Notwithstanding the foregoing, nothing in this Agreement is intended to deprive Developer from recovering ap- propriate damages in the event that the terms of this Agreement are breached. City and Developer acknowledge that if Developer fails to carry out its obligations under this Agreement, City shall have the right to refuse to issue any permits or other approvals to which Developer would not otherwise have been entitled pursuant to this Agreement. Therefore, City's remedy of terminating this Agreement shall be sufficient in most circumstances if Developer fails to carry out its obligations hereunder. Notwithstanding the foregoing, if City issues a permit or other approval pursuant to this Agreement in reliance upon a specified condition being satisfied by Developer in the future, and if Developer then fails to satisfy such condition, City shall be entitled to specific performance for the sole purpose of causing Developer to satisfy such condition. The City's right to specific performance shall be limited to those circumstances set forth above, and City shall have no right to seek specific performance to cause Developer to otherwise pro- ceed with the development of the Project in any manner. -17-

167/167 3-22-91

o p

17. Institution of Legal Action. In addition to any oth- er rights or remedies, either party may institute legal action to cure, correct or remedy any default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation hereof, to recover damages for any default, or to obtain any other remedies consistent with the purpose of this Agreement. Any such legal action shall be brought in the Superior Court for Riverside, California.

18. Waivers and Delays.

18.1 Waiver. Failure by a party to insist upon the
strict performance of any of the provisions of this Agreement by the other party, and failure by a party to exercise its rights upon a default by the other party hereto, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future.

18.2 Third Parties. Nonperformance shall not be
excused because of a failure of a third person except as pro- vided in Section 18.3 below.

18.3 Force Maieure. Neither party shall be deemed
to be in default for failure or delay in performance of any of its obligations under this Agreement if caused by floods, earth- quakes, other Acts of God, fires, wars, riots or similar hostil- ities, strikes, other labor difficulties, government regulations or other causes beyond either of the parties' control. If any such event shall occur, the term of this Agreement and the time for performance by Developer of any of its obligations hereunder or pursuant to the Development Plan shall be extended by the pe- riod of time that such events prevent construction of the Project.

19. Notices. A11 notices required or provided for under this Agreement shall be in writing and delivered in person and deposited in the United States mail, postage prepaid and ad- dressed as follows:

TO CITY:

TO DEVELOPER:

City of Beaumont
550 East 6th Street
P.O. Drawer 158
Beaumont, California 92223
Attn: City Manager
c/o The Deutsch Corporation
2444 Wilshire Boulevard
Santa Monica, California 90403
Attn: Mr. Bill Holler
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9 167/167 3-22-91

Either party may change the address stated herein by giving notice, in writing, to the other party and thereafter notices shall be addressed and submitted to the new address.

20. Attorneys' Fees. If legal action is brought by ei-
ther party against the other for breach of this Agreement, or to compel performance under this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs.

21. Transfers and Assignments.

21.1 Right to Assign. Developer shall have the
right to sell, assign or transfer this Agreement, and any and all of its rights, duties and obligations hereunder, to any per- son or entity at any time during the term of this Agreement, provided, however, in no event shall the rights, duties and obligations conferred upon Developer pursuant to this Agreement be at any time so transferred or assigned except through a transfer of an interest of Developer in the Property, a portion thereof (including a village or individual tract), or parcel or lot so transferred. In the event of any such assignment, either the transferee or Developer shall be liable for the performance of all obligations of Developer. Such transferee or Developer shall notify City in writing of the transfer of such
obligations.

21.2 Release Upon Transfer. Upon the sale, transfer
or assignment of Developer's rights and interests under this Agreement as permitted pursuant to Section 21.1, Developer shall be released from its obligations under this Agreement and all of owner's obligations pursuant to the Development Plan, or other agreements assumed by transferee with respect to the Property, or portion thereof, so transferred provided that (a) Developer is not then in default under the Agreement, (b) Developer or transferee has provided the City notice of such transfer and (c) the transferee executes and delivers to City a written agreement in which (i) the name and address of the transferee is set forth and (ii) the transferee expressly and unconditionally assumes all of the obligations of Developer under this Agreement with respect to the Property, or a portion thereof, so transferred.

22. Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the parties hereby agree to cooper- ate in defending such action. Each party shall pay its own expenses in connection with such defense. In the event of any litigation challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force -19-
dlc019/22063/000/0020/develop.ag

and effect while such litigation, including any appellate re- view, is pending.

23. Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain.

24. Authority to Execute. The person or persons
executing this Agreement on behalf of Developer warrant and represent that they have the authority to execute this Agreement on behalf of their corporation, partnership or business entity and warrant and represent that they have the authority to bind Developer to the performance of its obligations hereunder.

25. Recordation. This Agreement and any amendment or
cancellation hereto shall be recorded in the Official Records of the County of San Bernardino, by the City Clerk within the period required by Section 65868.5 of the Government Code.

26. Protection of Mortaaae Holders. Nothing contained
herein shall limit or interfere with the lien of mortgage hold- ers having a mortgage made in good faith and for value on any portion of the Property. "Mortgage holder" includes the bene- ficiary under a deed of trust, and "mortgage" includes the deed of trust.

27. Severability of Terms. If any term, provision, cove- nant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to enforce.

28. Subsequent Amendment to Authorizing Statute. This
Agreement has been entered into in reliance upon the provisions of the Development Agreement Law in effect as of the Agreement Date. Accordingly, subject to Section 12.3 above, to the extent a subsequent amendment to the Development Agreement Law would affect the p ovisions of this Agreement, such amendment shall not be applicable to the Agreement unless necessary for this Agreement to be enforceable or unless this Agreement is modified pursuant to the provisions set forth in the Agreement and Government Code Section 65868 in effect on the Agreement Date.

29. Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California.

30. Section Headings. A11 section headings and
subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. -20-

167/167 3-22-91

o 0

31. Incorporation of Recitals and Exhibits. Recitals A
through N and attached Exhibits "A" through " are hereby incorporated herein by this reference as though set forth in full.

32. Rules of Construction and Miscellaneous Terms.

32.1 Gender. The singular includes the plural; the
masculine gender includes the feminine; "shall" is mandatory, "may" is permissive.

32.2 Time of Essence. Time is of the essence re-
garding each provision of this Agreement in which time is an element.

32.3 Cooperation. Each party covenants to take such
reasonable actions and execute all documents that may be necessary to achieve the purposes and objectives of this Agree- ment.

The parties have executed this Development Agreement on the date and ye =r first written above.

Dated:
199I CITY OF BEAUMONT, a municipal
corporation of the State of
California
By: frP147,-.014411
Mayor

SIGNED AND CERTIFIED THAT A COPY OF

THIS DOCUMENT HAS BEEN DELIVERED TO

THE MAYOR F THE CITY COUNCIL
By:

City Clerk
APPROVED 'L=. O FORM
By:
"City"
City Atto " e
'[SIGNATURES CONTINUE ON FOLLOWING PAGES]
-21-

167/167 3-22-91

ALEISIAN FARMS, a California
General Partnership
Dated: // , 1991 By:

Dated:

Dated:

Dated:
1991 By:
1991
General Partner
David Deutsch
General Partner
By: Victoria Leslie Deutsch Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
By:

Alex Deutsch
Trustee
By: Alexis Lee Deutsch Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
1991 By:

Alex Deutsch
Trustee
-22-

167/167 3-22-91

o
4 Dated:
1991
Dated:O i , 1991
Dated: ¥I, , 1991
Dated: CC -) q, 1991
Dated:
ty-
By: Gina Elizabeth Deutsch Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
By:

Alex Deutsch
Trustee
By: Gina Elizabeth Deutsch 76 Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
By: Lester Deutsch
Deutsch
Trustee
By: Estate of Walter Scholtz
General Partner
By: � �X �" C-�`
Sylia Scholtz
Executrix
HIGHLAND FARMS, a California
General Partnership
BY: THE DEUTSCH COMPANY, a
California corporation,
General Partner
By:�
Its:
1991 By: (72(1t,__‘ -
Alex Deutsch
General Partner
-23-
Page EWA119j 2063/000/0020/develop.ag
167/167 3-22-91

BANNING FARMS, a California
General Partnership
BY: THE DEUTSCH COMPANY, a
California corporation,
Dated:

Dated:
1991
1991 By:

General Partner
BY: L� e
Its:

Alex Deutsch
General Partner
-24-
d1c019/22063/000/0020/develop.ag

STATE OF CALIFORNIA
COUNTY OF Ll-
ss.

On ( , 19j", before me, 2 —
personally appea ed, CARL DEUTSCH personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

OFFICIAL SEAL

W E HOLLER
Notary Public-Callfomia

LOS ANGELES COUNTY
My Comm. Exp. Mar. 23, 1993

STATE OF CALIFORNIA

COUNTY OF
WITNESS m Ihand and official seal.

On rib
personally appeared DAVID DEUTSCH personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

Notary PubR)eiSti
lic in and for said State
)
)
)
SS.
, 19 [, before me,
WITNESS my hand and official seal.

OFFICIAL SEAL

W E HOLLER
NoLOS ANGELES COUNTY
My Comm. Exp. Mar. 23, 1993
Notary Public in and i—or said State
-25-
PageE9191A6212063/000/0020/develop.ag
167/167 3-22-91

STATE OF CALIFORNIA

COUNTY OF
On OF , 19 before me, %
personally appeared ALEX DEUTSCH, TRUSTEE FOR VICTORIA LESLIE DEUTSCH TRUST, Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

L4
)
)
)
s8.

STATE OF CALIFORNIA

COUNTY OF
WITNESS my hand and official seal.

LA -
Notary Public in and for said State
)
)
)
ss.

On , 191(, before me, L g Div
personally appeared ALEX DEUTSCH, TRUSTEE FOR ALEXIS LEE DEUTSCH TRUST, Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL

W E HOLLER

LOS ANGELES COUNTY
My Comm. Epp. Mar. 23, 1993
Notary Public in and for said State
-26-

9 167/167 3-22-91

0 p

STATE OF CALIFORNIA
) ss.

COUNTY OF
On
19q(, before me,
personally appeared ALEX DEUTSCH, TRUSTEE FOR GINA ELIZABETH DEUTSCH TRUST, Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL

WE HOLLER
No ia

LOS AN ANGELES COUNTY
UN
"' My Comm. Exp. Mar. 23, 1993

STATE OF CALIFORNIA
COUNTY OF (1 -
On / , 197(, before me, 64.44c -bet-',
personally appeared LESTER DEUTSCH, TRUSTEE FOR GINA ELIZABETH DEUTSCH TRUST, Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

Notary Public in and for said State
)
)
)
SS.

WITNESS my hand and official seal.

W EOFFCHAL SEAL
OLLER
Notary Publio'Calitomia

LOS ANGELES COUNTY
My Comm. Exp. Mar. 23, 1993
Ids
Notary Public in and aid State
-27-

167/167 3-22-91

o

STATE OF )
_ ) ss.
(..J
COUNTY OF u\ 4_ \ - ('O)v\J )
On , 199) , before me, -11(-O-71-
personally appeared SYLVIA SCHOLTZ, EXECUTRIX FOR ESTATE O WALTER SCHOLTZ, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State
(-z)./ tic (o -a-7 9 y

STATE OF CALIFORNIA

COUNTY OF
)
)
)
ss.

On ? , 191'1, before me,t i _-
personally appeared ALEX DEUTSCH, A GENERAL PARTNER OF HIGHLAND FARMS, a California General Partnership, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL

W E HOLLER
Notary PubliaCahfomia

LOS ANGELES COUNTY
My Comm. Exp. Mar. 23, 1993
Notary Public in and for said State
-28-
dlc019/22063/000/0020/develop.ag

0 O
STATE. OF CALIFORNIA
COUNTY OF C.,, -
)
)
ss.

On ''.i( f , 1947, before me, #
personally appeared ALEX DEUTSCH, OF THE DEUTSCH
COMPANY, a California Corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL,

WINIOLLER
Lo A�n� ELE ANN
MY Comm. Exp. MEW 23. 1993

STATE OF CALIFORNIA

COUNTY OF
Q
Notary Public in and for said State
)
)
)
ss.

On , 19(, before me, (AA- 6(-1-L n_.. ,
personally appeared ALEX DEUTSCH, A GENERAL PARTNER OF BANNING FARMS, a California General Partnership, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for maid State
-29-
Pa e 5d8 of16272063/000/0020/develop.ag
9 167/167 3-22-91

STATE OF CALIFORNIA
COUNTY OF L;
SS.

On ((I p , 19 before me, (tAci-a---',
personally appeared ALEX DEUTSCH, OF THE DEUTSCH
COMPANY, a California Corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public in and for said State
-30-
Pa a 5dg opibz�2063/000/0020/develop.ag
9 167/167 3-22-91

0 0
EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

o p
Gateway Order No.: 410-4930127-492 Reference No.: BANNING

EXHIBIT A
PARCEL 1:

Section 35, Township 2 South, Range 1 West, San Bernardino Base and Meridian, in the County of Riverside, State of California.

EXCEPT the North one-half of the Northeast One Quarter thereof; Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian.

EXCEPT the Southeast One Quarter thereof.

Said land is also known as follows:

Lots 1 to 32, inclusive, and Lots 41 to 112, inclusive, of Orchard Heights Tract, in the County of Riverside, State of California, as shown by map on file in Book 10 Page 2 of Maps, Riverside County Records;
EXCEPT from Lots 1, 2 and 3 the Northerly 30 feet thereof granted to the County of Riverside, to be used as a public highway by deed recorded June 10, 1926 in Book 675 Page 467 of Deeds, Riverside County Records;
ALSO EXCEPT from Lot 4 an easement over the Northerly 10 feet thereof for public highway.

ALSO EXCEPT from said land all of those portions lying within the public roads and highways adjoining said land known as Brookside Avenue, Cherry Avenue, Orchard Heights Avenue, Seventeenth Street, Eighth Street and Highland Springs Avenue.

PARCEL 2:

The Southeast One Quarter of Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian.

EXCEPT therefrom the following described land, as conveyed to Trangniew, Inc., by instrument recorded May 01, 1972 as Instrument No. 55762, and more particularly described as follows:

Commencing at the Southeast corner of said Section 2, said point being marked by a brass stamped "Section Corner Sections 1, 2, 11 and 12";
Thence South 89 degrees 32 minutes 20 seconds West along the realigned centerline of Eighth Street (80 feet wide) as shown on Deed Plat No. 746-888 on file in the office of the county surveyor of Riverside County, California, a distance of 101.29 feet; Thence at right angles North 00 degrees 27 minutes 40 seconds West 40.00 feet to the true point of beginning.

Preliminary Report - Schedule A
Gateway Title Compar#yage 92Q 6pg1QP1tount Vernon Ave
Colton, CA 92324
714-825-3661

Gateway Order No.: 410-4930127-492

EXHIBIT A
Reference No.: BANNING
Thence continuing North 00 degrees 27 minutes 40 seconds West 4.00 feet to a point on a curve;
Thence curving to the left from an initial tangent that bears North 89 degrees 32 minutes 20 seconds East with a radius of 20.00 feet through a central angle of 89 degrees 21 minutes 34 seconds, an arc distance of 31.19 feet to a point on a line parallel with and 82.00 feet Westerly, measured at right angles from the Easterly line of said Section 2;
Thence at right angles North 89 degrees 49 minutes 18 seconds West 928.44 feet;
Thence at right angles South 00 degrees 10 minutes 42 seconds West parallel with the East line of said Section 2, 991.14 feet to a point on the North right of way line of Eighth Street, as shown by map of subdivision of Section 11, as per plat recorded in Book 9 of Maps, Page 10, Records of San Bernardino County;
Thence South 89 degrees 44 minutes 30 seconds East along the North right of way line of said Eighth Street, 136.96 feet to a tangent curve, as established by said realignment of Eighth Street;
Thence curving to the left with a radius of 960.00 feet through a central angle of 14 degrees 24 minutes 50 seconds an arc distance of 241.51 feet;
Thence North 75 degrees 50 minutes 40 seconds East 177.79 feet to a tangent curve;
Thence curving to the right with a radius of 1040.00 feet through a central angle of 13 degrees 41 minutes 40 seconds, a arc distance of 248.57 feet;
Thence North 89 degrees 32 minutes 20 seconds East 114.62 feet to the point of beginning.

ALSO EXCEPT from said land all of those portions lying within the public roads and highways adjoining said land known as Eighth Street and Highland Springs Avenue.

PARCEL 3:

Those portions lying within Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, more particularly described as follows:

Lots 1, 2, 3, 4, 5, 6 and 7 in Block 1 of subdivision of Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, as shown by map on file in Book 9 Page 10 of Maps, Riverside County Records.

Preliminary Report - Schedule A
Gateway Title Compar#yage 3N 60032 -Mount Vernon Ave
Colton, CA 92324
714-825-3661

Gateway Order No.: 410-4930127-492

EXHIBIT A
Reference No.: BANNING
EXCEPT therefrom the following described land as conveyed to Trangniew, Inc., by instrument recorded May 01, 1972 as Instrument No. 55762, and more particularly described as follows:

Commencing at the Southeast corner of said Section 2, said point being marked by a brass disk stamped "Section Corner Sections 1, 2, 11 and 12";
Thence South 89 degrees 32 minutes 20 seconds West along the realigned centerline of Eighth Street (80 feet wide) as shown by Deed Plat No. 746-888 on file in the Office of the County Surveyor of Riverside County, California, a distance of 101.29 feet; Thence at right angles North OO degrees 27 minutes 40 seconds West

40.00 feet tp the true point of beginning;
Thence continuing North 00 degrees 27 minutes 40 seconds West

4.00 feet to a point on a curve;
Thence curving to the left from an initial tangent that bears North 89 degrees 32 minutes 20 seconds East with a radius of 20.00 feet through a central angle of 89 degrees 21 minutes 38 seconds, an arc distance of 31.19 feet to a point on a line parallel with and 82.00 feet Westerly, measured at right angles from the Easterly line of said Section 2;
Thence North 0 degrees 10 minutes 42 seconds East along said parallel line, 859.84 feet;
Thence at ri ht angles North 89 degrees 49 minutes 18 seconds West 928.44 eet;
Thence at fight angles South 00 degrees 10 minutes 42 seconds West paralle with the East line of said Section 2; 991.14 feet to a point on he North right of way line of Eighth Street, as shown by map of s bdivision of Section 11, as per plat recorded in Book 9 of Maps, PIge 10, Records of Riverside County;
Thence South 89 degrees 44 minutes 30 seconds East along the North right of way line of said Eighth Street, 136.96 feet to a tangent cure, as established by said realignment of Eighth Street;
Thence curvipg to the left with a radius of 960.00 feet through a central angle of 14 degrees 24 minutes 50 seconds an arc distance of 241.51 feet;
Thence North; 75 degrees 50 minutes 40 seconds East 177.79 feet to a tangent cure;
Thence curvi g to the right with a radius of 1040.00 feet through a central angle of 13 degrees 41 minutes 40 seconds, an arc Preliminary Report - Schedule A
Gateway Title Comparlyage nt 6utkfount Vernon Ave
Colton, CA 92324
71A-R7S-ZFF1

0 Q
Gateway Order No.: 410-4930127-492 Reference No.: BANNING

EXHIBIT A
distance of 248.57 feet;
Thence North 89 degrees 32 minutes 20 seconds East 114.62 feet to the point of beginning.

Also except from said land all of those portions lying within the public roads and highways adjoining said land known as Eighth Street and Highland Springs Avenue.

Preliminary Re••rt - Schedule A
Gateway Title Companyage ,'•e 9itn2Nount Vernon Ave
Colton, CA 92324
71 d-R7S-1(,Fi1

0 0
EXHIBIT "B"

MAP OF PROPERTY

0 0

DEUTSCH PROPERTY

SPECIFIC PLAN
BEAUMONT, CALIFORNIAPage 526 of 1627
TIERRA

EXHIBIT "C"

TITLE REPORT SHOWING OWNERSHIP INTERESTS IN THE PROPERTY

Preliminary Report
Order No. 4104930127-492
Title officers Dwight Helmer
Policy(ies) contemplated:

Preliminary Title Report

THE DEUTSCH COMPANY
STE. 600
2444 WILSHIRE BLVD.

SANTA MONICA, CA 90403
ATTN: BILL HOLLER

GATEWAY TITLE COMPANY
Our No.: 4104930127-492
Your Ref: BANNING
Date : March 11, 1991 at 7:30 A.M.

SCHEDULE A
The estate or interest in the land described or referred to in this schedule covered by this report is:
a fee
Title to the said estate or interest at the date hereof is vested in:

Aleisian Farms, a Partnership composed of Walter Scholtz, Mark Scholtz, Alex Deutsch, Lester Deutsch, Carl Deutsch, Ray Tissue, Ben Weingart, Robert Cumins, Philip E. Holzman, Edward Jones, and Philip E. Holzman as trustee for David Deutsch;
Highland Farms, a California General Partnership, as their interest appear of record, as to all of those portions described in Exhibit "A" herein excepting therefrom the South one half of the Northeast one Quarter of said Section 35; subject to the spousal interest of Betty U.

Deutsch, as to the North one half of the Southeast one quarter of said Section 35;
Banning Far
half of the
s, a California General Partnership, as to the South one Northeast one Quarter of said Section 35.

The land referred to in this report is situated in the State of California, County of Riverside, and is described as follows:

DESCRIPTION CONTAINED IN "EXHIBIT A"
attached hereto and made a part hereof.

Preliminary Report - Schedule A
Gateway Title Company P-a9Q3'015dQbA unt Vernon Avenue
Colton, CA 92324
.11A AAC ,.eel

Gateway Order No.: 4104930127-492 Reference No.: BANNING

EXHIBIT A
PARCEL 1:

Section 35, Township 2 South, Range 1 West, San Bernardino Base and Meridian, in the County of Riverside, State of California.

EXCEPT the North one-half of the Northeast One Quarter thereof; Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian.

EXCEPT the Southeast One Quarter thereof.

Said land is also known as follows:

Lots 1 to 32, inclusive, and Lots 41 to 112, inclusive, of Orchard Heights Tract, in the County of Riverside, State of California, as shown by map on file in Book 10 Page 2 of Maps, Riverside County Records;
EXCEPT from Lots 1, 2 and 3 the Northerly 30 feet thereof granted to the County of Riverside, to be used as a public highway by deed recorded June 10, 1926 in Book 675 Page 467 of Deeds, Riverside County Records;
ALSO EXCEPT from Lot 4 an easement over the Northerly 10 feet thereof for public highway.

ALSO EXCEPT from said land all of those portions lying within the public roads and highways adjoining said land known as Brookside Avenue, Cherry Avenue, Orchard Heights Avenue, Seventeenth Street, Eighth Street and Highland Springs Avenue.

PARCEL 2:

The Southeast One Quarter of Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian.

EXCEPT therefrom the following described land, as conveyed to Trangniew, Inc., by instrument recorded May 01, 1972 as Instrument No. 55762, and more particularly described as follows:

Commencing at the Southeast corner of said Section 2, said point being marke4 by a brass stamped "Section Corner Sections 1, 2, 11 and 12";
Thence Sou h 89 degrees 32 minutes 20 seconds West along the realigned nterline of Eighth Street (80 feet wide) as shown on Deed Plat . 746-888 on file in the office of the county surveyor of Riversid County, California, a distance of 101.29 feet; Thence at ight angles North 00 degrees 27 minutes 40 seconds West 40.00 feet to the true point of beginning.

Preliminary Report - Schedule A
Gateway Title CompanyRag®IESRaa#th6Ndunt Vernon Avenue
Colton, CA 92324
71A_Alc_14A1

Gateway Order No.: 4104930127-492 Reference No.: BANNING

EXHIBIT A
Thence continuing North 00 degrees 27 minutes 40 seconds West 4.00 feet to a point on a curve;
Thence curving to the left from an initial tangent that bears North 89 degrees 32 minutes 20 seconds East with a radius of 20.00 feet through a central angle of 89 degrees 21 minutes 34 seconds, an arc distance of 31.19 feet to a point on a line parallel with and 82.00 feet Westerly, measured at right angles from the Easterly line of said Section 2;
Thence at right angles North 89 degrees 49 minutes 18 seconds West 928.44 feet;
Thence at right angles South 00 degrees 10 minutes 42 seconds West parallel with the East line of said Section 2, 991.14 feet to a point on the North right of way line of Eighth Street, as shown by map of subdivision of Section 11, as per plat recorded in Book 9 of Maps, Page 10, Records of San Bernardino County;
Thence South 89 degrees 44 minutes 30 seconds East along the North right of way line of said Eighth Street, 136.96 feet to a tangent curve, as established by said realignment of Eighth Street;
Thence curving to the left with a radius of 960.00 feet through a central angle of 14 degrees 24 minutes 50 seconds an arc distance of 241.51 feet;
Thence North 75 degrees 50 minutes 40 seconds East 177.79 feet to a tangent ctj,rve;
Thence curving to the right with a radius of 1040.00 feet through a central angle of 13 degrees 41 minutes 40 seconds, a arc distance of 248.57 feet;
Thence North 89 degrees 32 minutes 20 seconds East 114.62 feet to the point of beginning.

ALSO EXCEPT from said land all of those portions lying within the public road and highways adjoining said land known as Eighth Street andHighland Springs Avenue.

PARCEL 3:

Those portons lying within Section 11, Township 3 South, Range 1 West, San (Bernardino Base and Meridian, more particularly described ai follows:

Lots 1, 2, 3, 4, 5, 6 and 7 in Block 1 of subdivision of Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, ajs shown by map on file in Book 9 Page 10 of Maps, Riverside County Records.

Preliminary Re..rt - Schedule A
Gateway Title CompanyPag€9 ,4056itt3Munt Vernon Avenue
Colton, CA 92324

Gateway Order No.: 4104930127-492 Reference No.: BANNING

EXHIBIT A
EXCEPT therefrom the following described land as conveyed to Trangniew, Inc., by instrument recorded May 01, 1972 as Instrument No. 55762, and more particularly described as follows:

Commencing a the Southeast corner of said Section 2, said point being marke by a brass disk stamped "Section Corner Sections 1, 2, 11 and 12;
Thence South 89 degrees 32 minutes 20 seconds West along the realigned centerline of Eighth Street (80 feet wide) as shown by Deed Plat No. 746-888 on file in the Office of the County Surveyor of Riverside County, California, a distance of 101.29 feet; Thence at right angles North 00 degrees 27 minutes 40 seconds West

40.00 feet to the true point of beginning;
Thence continuing North 00 degrees 27 minutes 40 seconds West

4.00 feet to a point on a curve;
Thence curving to the left from an initial tangent that bears North 89 degrees 32 minutes 20 seconds East with a radius of 20.00 feet through a central angle of 89 degrees 21 minutes 38 seconds, an arc distance of 31.19 feet to a point on a line parallel with and 82.00 feet Westerly, measured at right angles from the Easterly line of said Section 2;
Thence North 0 degrees 10 minutes 42 seconds East along said parallel line, 859.84 feet;
Thence at ight angles North 89 degrees 49 minutes 18 seconds West 928.44 feet;
Thence at ight angles South 00 degrees 10 minutes 42 seconds West parall 1 with the East line of said Section 2; 991.14 feet to a point on he North right of way line of Eighth Street, as shown by map of subdivision of Section 11, as per plat recorded in Book 9 of Maps, Page 10, Records of Riverside County;
Thence South 89 degrees 44 minutes 30 seconds East along the North right of way line of said Eighth Street, 136.96 feet to a tangent curve, as established by said realignment of Eighth Street;
Thence cur ing to the left with a radius of 960.00 feet through a central an le of 14 degrees 24 minutes 50 seconds an arc distance of 241.51 f t;
Thence Nort
a tangent c
h 75 degrees 50 minutes 40 seconds East 177.79 feet to
urife;
Thence curving to the right with a radius of 1040.00 feet through a central angle of 13 degrees 41 minutes 40 seconds, an arc Prelimic -9 r ff�edule A
Gateway Title Company SbutirMount Vernon Avenue
Colton, CA 92324
71A O _ZC4.1

Gateway Order No.: 4104930127-492
distance of 248.57 feet;
Thence North
the point of
Also except
public roadi
Street and H

EXHIBIT A
Reference No.: BANNING
89 degrees 32 minutes 20 seconds East 114.62 feet to
beginning.
rom said land all of those portions lying within the
and highways adjoining said land known as Eighth
ghland Springs Avenue.

Prelimsy B=4,;;t -ip edule A
Gateway Title Company- g l4dunt Vernon Avenue
Colton, CA 92324
'f1 A 0'1C )CC1

SCHEDULE B
Preliminary Repor1E GATEWAY TITLE COMPANY
Order No. 4104930]27-492
At the date hereof Exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy form would be as follows:

1. Property tax s, including any assessments collected with taxes, to be levied for t e fiscal year 1991-1992, which are a lien not yet payable.

2. Property taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 1990-1991:

First installment
Second installment
Amount: $1,705.85
Penalty:

Current status: Paid
Amount: $1,705.85
Penalty:

Current status: Paid
Homeowners tion: --NONE--
e area: 056-004
Assessors Parrcel No.s 406-170-005-7
The above tter affects The West 1/2 of the South 1/2 of the Southeast 1/ of Section 35

3. Property t es, including any personal property taxes, and any assessments llected with taxes, for the fiscal year 1990-1991:

First in tallment Amount: $350.95
Penalty:

Current status: Paid
Second installment Amounts $350.95
Penalty:

Current status: Paid
Homeowners exemptions --NONE--
Code areas 056-004
Assessors Parcel No.: 406-170-007-9
The above matter affects The South 1/2 of the Northeast 1/2 of Section 35 Prelimines �3toi 1 dule B
Gateway Title Company - 930 South Mount Vernon Avenue

SCHEDULE B
Preliminary Report

GATEWAY TITLE COMPANY
Order No. 4104930127-492

4. Property t es, including any personal property taxes, and assessments ollected with taxes, for the fiscal year 1990-1991:

First installment
Second installment
Homeowners emption:
e area:

Assessors Pa cel No.:

Amount: $342.92
Penalty:

Current status: Paid
Amounts $342.92
Penalty:

Current status: Paid
--NONE--
056-004
406-170-008-0
any
The above mater affects The North 1/2 of the Southeast 1/4 of Section 35 5. Property ta4ces, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 1990-1991:

First installment
Second installment
Homeowners emption:
e area:

Assessors P cel No.:

Amount: $4,590.25
Penalty:

Current status: Paid
Amount: $4,590.25
Penalty:

Current status: Paid
--NONE--
056-004
419-020-017-8
The above matter affects The West 1/2 and the Northeast 1/4 of Section 2 6. Property t es, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 1990-1991:

First installment
Second i stallment
Homeowners emption:
ode areas
Assessors P rcel No.:

Amounts
Penalty:

Current status:

Amount:

Penalty:

Current status:
--NONE--
056-004
419-020-018-9
$1,533.81
Paid
$1,533.81
Paid
Preliminary R r4toOr Jule B
rdij
GatewaylTitle Company - 930 South Mount Vernon Avenue
D.hrelircritien remiv s-vr * 71 &_R9G_ZAf,1

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492
The above ratter affects The above item affects: Parcels 2 and 3 herein described in Exhibit "A"

7. The lien of supplemental taxes, if any, assessed according to provisions of the statutes of 1983 of the State of California.

8. An easement in favor of the public for any public roads now existing on said property.

9. An easement, affecting lots 44, 48, 52, 56, 60, 64, 72, 80, 88 and 96 in Parcel 1 for road 20 feet wide off and along the East side of Section 35, Township 2 South, Range 1 West, and Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian, granted to the County of Riverside by deed recorded March 21, 1900 in Book 147 Page 3 of Deeds, Riverside County Records.

10. A right of way, affecting a portion of Parcel 1 herein described, for pipe line over lots 1 to 64, inclusive, lots 69 to 72, inclusive, lots 77 to 82, inclusive, lots 85 to 90, inclusive, lots 93 to 96, inclusive, as reserved in the deed from the Riverside Abstract Company, recorded April 01, 1913 in Book 371 Page 177 of Deeds.

11. The right of the public to the use of streets as shown on the map of Orchard Heights Tract, as shown by map on file in Book 10 Page 2 of Maps, Riverside County Records.

Said rights affect a portion of Parcel 1 subject to the effect of a revocation of dedication recorded November 24, 1947 in Book 872 Page 561 of of Official Records purporting to revoke any and all dedications of the fol owing streets: Lots H, G, F, E, D, C, B, A, J, R, L, M, N and more • •nly known as 9th, llth, 12th, 13th, 14th, 15th, 16th and that portio of 17th Street, which is delineated on the map of Orchard Heights Tract.

12. An easement for utilities, affecting Parcel 1, granted to Southern Sierras Power Company, as referred to in United States Patent recorded December O1 1919 in Book 8 Page 40 of Patents, Riverside County Records, to which record reference is hereby made for further particulars.

13. An easemen, affecting Parcel 2 for public highway and public utility purposes over the Easterly rectangular 40 feet of the herein described property, ha granted to the County of Riverside by Deed recorded December 15, 1936 in Book 305 Page 464 of Official Records.

Preliminary Re••rt - Schedule B
Pam:, 5 of 31627
Gateway Title Company - 930 South Mount Vernon Avenue
RivP.rsidi County * 714-825-3661

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492

14. An easement affecting Parcel 1, for public highways and public utility purposes ove the Easterly 20 feet of Lots 52, 56, 60, 64, 72, 80, 88 and 96 herein described, granted to the County of Riverside by Deed recorded March 24, 1937 in Book 317 Page 331 of Official Records.

15. An easement affecting a portion of Parcel 1, for public highway and flood control purposes over a portion of Lot 1 herein described, granted to the County of Riverside by deed recorded October 17, 1939 in Book 435 Page 376 of Official Records, described as follows:

Beginning at the Northwesterly corner of said Lot 1;
Thence South along the Westerly line of said Lot, 10 feet for the point of beginning;
Thence South along the Westerly line of said Lot, 10 feet for the point of beginning;
Thence South along the Westerly line of said Lot, 33 feet; Thence in a Northeasterly direction to a point which is 40 feet Easterly of the point of beginning and 10 feet Southerly of the Northerly line of said Lot 1;
Thence Westerly, 40 feet to the point of beginning.

16. An easement, affecting a portion of Parcel 1, for storm drain, 30 feet wide, over Lots 110 and 111 herein described, granted to the County of Riverside by Deed recorded October 27, 1943 in Book 604 Page 154 of Official Records. The center line of said easement is described as follows:

Beginning at a point on the South line of Orchard Heights Tract, as shown by map on file in Book 10 Page 2 of Maps, Riverside County Records, from which point the Southwest corner of Section 2, Township 3 South, Range 1 West bears North 88 degrees 38 minutes West, 1731.42 feet;
Thence Westerly along a curve, concave to the South having a central angle of 22 degrees 20 minutes and a radius of 200 feet; Thence along said curve 77.96 feet, the radial line at the beginning of said curve bears South 23 degrees 52 minutes West;
Thence North 88 degrees 38 minutes West, 682.0 feet along a line parallel to and 15 feet Northerly measured at right angles from the Southerly line of said Lots 110 and 111. The right of way lines of the Easterly end of this description are to be prolonged or shortened so that they will end on the Southerly line of said Lot 111. The title to said right Of way is now vested of record in Riverside County Flood Control and Water Conservation District.

Prelimin R`T a of41 g5trdule B
Gateway Title Company - 930 South Mount Vernon Avenue

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492

17. Permanent and exclusive easements and rights of way, affecting a portion of Parcel 1, in, under, over and across Lots 25 to 28, inclusive, Lots 29 to 32, inclusive, Lots 61 to 64, inclusive, and Lots 70 to 72, inclusive herein described, granted to the Southern California Edison Company, Ltd., by Deed recorded November 10, 1945 in Book 704 Page 453 of Official Records. Said easement is described as follows:

A strip of land 300 feet wide, the Southerly and Northerly boundary lines of which are parallel with and respectively 100 feet Southerly and 200 feet Northerly from a line described as follows:

Beginning at a point in the center line of Glen Eyrie Street, as now established, 80 feet wide, along the East line of said Lot 72, which point is South 0 degrees 07 minutes 12 seconds East, 249.35 feet, measured along said center line from the intersection of said center line with the Easterly prolongation of the center line of Lot "L" (14th Street) as shown on the map of Orchard Heights Tract;
Thence from said point of beginning North 89 degrees 58 minutes 32 seconds West, 283.92 feet;
Thence North 74 degrees 39 minutes 55 seconds West, 2578.60 feet; Thence North 82 degrees 48 minutes 25 seconds West 2501.58 feet, more or less, to a point in the West line of Lot "P" as shown on said map, said West line being also the East line of the Southeast Quarter of Section 34, Township 2 South, Range 1 West, San Bernardino Base and Meridian, said last mentioned point being North 00 degrees 20 minutes 55 seconds East, 751.37 feet, measured along said East line from a inch iron pipe in concrete set for the Southeast corner of said Section 34, said last measured point being South 00 degrees 20 minutes 55 seconds West 1883.43 feet, more or less, for a concrete pipe set for the East Quarter corner of said Section 34.

18. A right of way, affecting a portion of Parcel 1, for pipe line, 16.50 feet wide, for transportation of gas, over, under and along a portion of Lots 29, 65 to 68, inclusive, 75 to 80, inclusive, 87, 88, Lot "P" (Cherry Avenue), Lot "R" (Orchard Heights Avenue), Lot "D" (14th Street), Lot "H" (13th Street), and Glen Eyrie Street, map of Orchard Heights Tract herein described, granted to Southern California Gas Company, a Icorporation and Southern Counties Gas Company of California by Deed filed for record under Torrens Title as Instrument No. 846 on September 5, 1950, last certificate no. 403. The center line of said right of way is described as follows:

Beginning at the Northwest corner of Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian;
Thence North 0 degrees 20 minutes 55 seconds East, along the Westerly line of Section 35, Township 2 South, Range 1 West, San Bernardino Base and Meridian, 40 feet to the point of beginning;
Preliminary Re••rt - Schedule B
PaghaiWof5627
Gateway Title Company - 930 South Mount Vernon Avenue
P4s,oralAn remintu * 71 A-R9S-lfiA1

c
0 SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492
Thence North 89 degrees 54 minutes 26 seconds East, 77.28 feet; Thence South 47 degrees 13 minutes 49 seconds East, 152.06 feet; Thence South 75 degrees 42 minutes 34 seconds East, 5232.05 feet to a point in the Easterly line of said Section 2. The side lines of said right of way shall be prolonged or shortened so as to terminate in said Westerly line of Section 35 and said Easterly line of Section 2.

19. An easement, affecting a portion of Parcel 1, for Flood Control and Water Conservation purposes, 30 feet wide, over Lots 109, 110 and 111 herein described, granted to the Riverside County Flood Control and Water Conservation District, by deed recorded August 18, 1954 in Book 1620 Page 573 of Official Records. The center line of said right of way is described as follows:

Beginning at a point on the South line of the said Orchard Tract, from which point the Southwest corner of Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian, as shown by said map bears North 88 degrees 38 minutes West, 1731.42 feet;
Thence Westerly along a curve concave to the South, having a central angle of 22 degrees 20 minutes and a radius of 200 feet; Thence along said curve, 77.96 feet; the radial line at the beginning of said curve bears South 23 degrees 42 minutes West;
Thence North 86 degrees 38 minutes West, 1523.13 feet;
Thence along the arc of a 150 foot radius curve, concave to the North, through an angle of 49 degrees 48 minutes feet, a distance of 130.38 feet to the Westerly line of Lot 109. The side lines of said strip of land are to be shortened or extended so as to end on the West line of Lot 109 and the South line of Lot 111.

20. A petition filed April 14, 1960 in the office of the county clerk of Riverside unty, Case No. 71851, Superior Court, wherein it is sought to exclude arcels 1, 2 and 5 herein described, from subdivision, under the provis ons of the Subdivision Land Exclusion Law (Business and Professions; Code, Sections 11700-11709), application thereof for said petition being made by Aleisian Farms, a Partnership.

An order of exclusion recorded June 09, 1960 as Instrument No. 51499 in Book 2710 at page 462 of Official Records; the exclusion map recorded June 09, 1960 as Instrument No. 51500 in Book 2711 at page 84 of Official Records.

Preliminary Re..rt - Schedule B
Pager:;8 of61627
Gateway Title Company - 930 South Mount Vernon Avenue
R i vara i 1p f!n»nty * 711-R2 c-3661

SCHEDULE B
Preliminary Report
Order No. 4104930127-492

21. A pending court action as disclosed by a recorded notice.

Plaintiff:

Defendant:

County:

Court:

Case No.:

Nature of Action:

Recorded:

GATEWAY TITLE COMPANY
California Electric Power Company, a corporation
Aleisian Farms, A Partnership, et. al.

Riverside
Superior Court
22698
To acquire various rights of way and easements
August 30, 1960 as Instrument No. 76497

22. Easement, and incidents thereto,
In Favor of:
ecorded, Official Records:

Series/Instrument No.:

Purpose:

Affects:

Riverside County Flood Control and Water
Conservation District
December 6, 1972
161550
For the construction, operation and maintenance
of drainage facilities
Portions of said land
Reference is hereby made to said instrument for further particulars

23. The terms, conditions and restrictions set forth in that certain Land Conservation Contract
Dated:

Executed by:

Recorded:

January 1, 1973
Aleisian Farms a General Partnership and the
County of Riverside
January 30, 1973 as Instrument No. 12634

24. The terms conditions and restrictions set forth in that certain Land Conservation Contract
Dated:

Executed by:

Recorded:

January 1, 1973
Aleisian Farms a General Partnership and The
County of Riverside
January 30, 1973 as Instrument No. 12635
Notice of nbn-renewal of said contract was recorded October 28, 1981 as Instrument No. 203479.

Preliminary Rti; of -1 ScheduleB
raqpi 6Gateway Title Company - 930 South Mount Vernon Avenue

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492

25. The terms, conditions and restrictions set forth in that certain Land Conservation Contract
Dated:

Executed by:

Recorded:

January 1, 1973
Tragniew Inc. a California corporation and The
County of Riveside
April 23, 1973 as Instrument No. 51451
Notice of Non -Renewal of said contract was recorded
October 28, 1981 as Instrument No. 203480

26. The terms conditions and restrictions set forth in that certain Land Conservation Contract
Dated: January 1, 1982
Executed by: Aleisian Farms and The County of Riverside Recorded: March 01, 1982 as Instrument No. 34806

27. The fact that said land is included within a project area of Redevelopment Agency shown below, and that proceedings for redevelopment of said project have been instituted under redevelopment law (such redevelopment to proceed only after adoption of the redevelopment plan) as disclosed by a document. the
the
the
the
Redevelopment Agency: Beaumont Project Area
Recorded: December 16, 1982 as Instrument No. 217749,
Official Records.

The above matter affects a portion of the land described herein and other land.

28. We will r

GENERAL
this re
decrees, or
but which,
encumbrance
THE CLOSE 0
ire a STATEMENT OF INFORMATION from ALL PARTIES INCLUDING PAR OF ALL THE VARIOUS PARTNERSHIPS in order to complete port based on the effect of documents, proceedings, liens, other matters which do not specifically describe said land, if any do exist, may affect the title or impose liens or thereon. (TO BE SUBMITTED A MINIMUM OF SEVEN DAYS PRIOR TO SAID TRANSACTION).

Preliminary Report - Schedule B
Pap O of81627
Gateway Title Company - 930 South Mount Vernon Avenue
Rivorcbi ("minty * 71 a-R2S-3661

0 o

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492

29. If title is to be insured from the Partnerships then the General Partners, comprised of Trusts, Gateway will require a copy of the trust instrument creating such trust, and all amendments thereto, together with a written verification by all present trustees that the copy is a true and correct copy of the trust, as it may have been amended, that it is in full force and effect and that it has not been revoked or terminated.

30. The requirement that
vestee named below,
Corporations Code.

Vestee:
a statement of partnership be recorded for the
as provided in Section 15010.5 California
Banning Farms
NOTE: The charge for a policy of title insurance, if issued through this title order, will be based on the basic (not short-term) title insurance rate.

Preliminary Report - Schedule B
PaAt1 o191627
Gateway Title Company - 930 South Mount Vernon Avenue
Rivorailio (•rom*v * 71 d_A9C-14A1

0 0

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492
NOTE: "Any funds to be disbursed by Gateway Title Company will be disbursed in compliance with Section 12413.1 of the California Insurance Code. A cashier's, teller's or certified check will have next day availability after deposit. All other local checks will have two (2) day availability after deposit. Non -local checks will have five (5) day availability after deposit. Funds received too late in the day for same day deposit will require one (1) additional day before they are available for disbursement.

THE DEPOSIT OF A CASHIER'S, TELLER'S OR CERTIFIED CHECK, OR ELECTRONIC

TRANSFER OF FUNDS WILL EXPEDITE THE DISBURSEMENT OF FUNDS AND THE CLOSE OF THIS TRANSACTION."
WIRING INSTRUCTIONS FOR GATEWAY TITLE COMPANY:

Bank: WELLS FARGO BANK
2323 North Broadway
Santa Ana, California 92706
Credit: Gateway Title Company
Sub -Escrow Account
No. 4602-092827
ABA No.: 121000248
Very important: Please reference our TITLE ORDER NUMBER and or TITLE OFFICER'S NAME.

Please notify your title officer in advance of your intention to wire funds so we may alert our respective departments. Any additional information concerning wire transfers can be obtained from your title officer.

DH:dm:lmw
Plats enclosed

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ti

A

EXHIBIT "D"

PERMITS AND APPROVALS CONSTITUTING

DEVELOPMENT PLAN

1. Deutsch Planned Community Specific Plan
approved by the City Council on January 14,
1991 by Resolution No. 1991-03.

ti • •
4 EXHIBIT "E"

BENEFITS TO CITY

1. The proposed project is consistent and compatible
with other existing and proposed uses in the vicinity of the project and community in general.

2. The proposed project will contribute to roadway
improvements consistent with the City's updated Master
Circulation Plan.

3. The proposed project will be developed on
agricultural land which has been denied a permit to farm from the Office of the Agricultural Commissioner due to insufficient moisture content in the soil.

4. The project will be designed and landscaped so as
to provide an aesthetically pleasing environment compatible with surrounding land uses.

5. The overall planning of the project is
comprehensive and interrelated, not planned in a piecemeal fashion.

6. The proposed project will result in revenues to
public agencies through increased property tax from development of the site.

7. The proposed project will result in revenues to
public agencies through increased property tax from development of the site.

8. The proposed project will increase sales tax
revenue for the City of Beaumont through retail sales.

9. The proposed project will provide public
facilities to include parks and a library facility to the City of Beaumont.

10. The intensity of the project is appropriate for
the location and is consistent with the City of Beaumont General Plan.

11. The proposed project provides for alternative
transportation opportunities through the implementation of bicycle and pedestrian facilities.

12. The proposed project represents a reasonable mix
of uses for the site all factors considered.

LZ9 L- 40 1179 abed
EXHIBIT "F"

LIST OF FEES AND ASSESSMENTS

APPLICATIONS
Agricultural Preserve
Architectural Plan
Development Agreement
Landscape Concept Plans
Sign Permits
Tentative Parcel or Tract Map
Plan Check Parcel or Tract Map
Improvement Construction Plan Checking
Inspection of Improvement Construction
Final Survey Staking Guarantee
Plan Checks per Building Code
Building Permits per Building Code
Amendments to any of the above or prior
approved applications
INFRASTRUCTURE FEES - Sewer
Water
Reclaimed Water
Drainage

MITIGATIONS
FEES
Transportation - Circulation
Police
Fire
Park
Signalization
Public Facilities
Development Agreement Annual Review Fee

CHARGED BY OTHER AGENCIES WHICH ARE

REQUIRED TO BE COLLECTED BY THE CITY
o
4 o

O
O

0 RECORDING REQUESTED BY, AND
WHEN RECORDED, MAIL TO:

City Clerk
City of Beaumont
P. O. Box 158
Beaumont, Ca 92223
(Space above for Recorders Use)

DEVELOPMENT AGREEMENT

BETWEEN

THE CITY OF BEAUMONT
AND

HIGHLAND FARMS, ALEISIAN FARMS

AND BANNING FARMS (DEUTSCH)
(Pursuant to Government Code
Sections 65864 - 65869.5)

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TABLE OF CONTENTS
DESCRIPTION PAGE NO.

1. Definitions 4

1.1 Agreement 4

1.2 Agreement Date 4

1.3 Build -Out Phasing Plan 4

1.4 City 5

1.5 Development Plan 5

1.6 Effective Date 5

1.7 Developer 5

1.8 Project 5

1.9 Property 6

2. Exhibits 6

3. Mutual Benefits 6

3.1 Benefits to City 6

3.2 Benefits to Developer 7

4. Interest of Developer 7

5. Binding Effect of Agreement 7

6. Project as a Private Undertaking 7

7. Term 7

8. Changes in Project 8

9. Hold Harmless 8

9.1 By Developer 8

9.2 By City 8

10. Vested Right 8

10.1 No Conflicting Enactments 9

10.2 Intent of Parties 9

11. General Development of the Project 9

11.1 Project 9

11.2 Phasing and Timing of Development 10

11.3 Effect of Agreement on Land Use
Regulations 11

11.4 Administrative Changes and Amendments 11

11.5 Mello -Roos Community Facilities
Districts; Other Assessment District
or Financing Mechanisms 12

11.6 Water and Sewer Facilities 12

11.7 Public Services and Facilities 13

11.8 Cancellation of Williamson Act
Agricultural Preserve and Land
Conservation Agreement 13

11.9 Other Governmental or Quasi -
Governmental Permits 13

11.10 Consistency Between This Agreement
and Current Laws 14

11.11 Assessments and Fees 14

11.12 Subsequent Actions 14

12. Rules, Regulations and Official Policies 14

12.1 New Rules 14

12.2 Subsequent Actions and Approvals 15

12.3 State and Federal Laws 15

13. Amendment or Cancellation of Agreement 15

14. Enforcement 15

15. Periodic Review of Compliance with Agreement 16

16. Events of Default 16

16.1 Default by Developer 16

16.2 Default by City 16

16.3 Specific Performance Remedy 17

17. Institution of Legal Action 18

18. Waivers and Delays 18

18.1 Waiver 18

18.2 Third Parties 18

18.3 Force Majeure 18

19. Notices 18

20. Attorneys' Fees 19

21. Transfers and Assignments 19

21.1 Right to Assign 19

21.2 Release Upon Transfer 19

22. Cooperation in the Event of Legal Challenge 19

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23. Eminent Domain 20

24. Authority to Execute 20

25. Recordation 20

26. Protection of Mortgage Holders 20

27. Severability of Terms 20

28. Subsequent Amendment to Authorizing Statute 20

29. Interpretation and Governing Law 20

30. Section Headings 20

31. Incorporation of Recitals and Exhibits 21

32. Rules and Construction and Miscellaneous Terms 21

32.1 Gender 21

32.2 Time of Essence 21

32.3 Cooperation 21

DEVELOPMENT AGREEMENT
(Pursuant To Government Code
Sections 65864 -65869.5)
This DEVELOPMENT AGREEMENT ("Agreement") is entered
into to be effective on April 25, 1991, between ALEISIAN FARMS, a California general partnership, HIGHLAND FARMS, a California general partnership and BANNING FARMS, a California general partnership (collectively the "Developer") and the CITY OF BEAUMONT, a Municipal corporation organized and existing under the laws of the State of California ("City"). Developer and City are sometimes collectively referred to herein as the "parties."
RECITALS:

This Agreement is predicated upon the following facts:

A. These Recitals refer to and utilize certain capital- ized terms which are defined in this Agreement. The parties intend to refer to those definitions in conjunction with the use thereof in these Recitals.

B. Government Code Sections 65864 - 65869.5 ("Develop-
ment Agreement Law") authorize the City to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purpose of strengthening the public planning pro- cess, encouraging private participation and comprehensive plan- ning and reducing the economic costs of such development.

C. This Agreement is adopted pursuant to Government Code Section 65865 et sea.

D. Developer is the owner of approximately 1,162 acres
of land currently located within unincorporated Riverside County, California as more particularly described on Exhibit "A" and shown on Exhibit "B" ("Property"). The respective interests of Aleisian Farms, Highland Farms and Banning Farms in the Property are those as set forth on the title report attached as Exhibit "C". For purposes of information only, Developer owns an additional 1,552 acres of land located East of the Property of which 1,268 acres are located within the City of Banning, and all of which land Developer intends to develop in concert with the Property (the "Banning Property").

E. Developer intends to develop the Property as an
integrated, internally oriented planned residential project in accordance with the Development Plan as hereinafter defined in

o a
Section 1.5 (the "Project"). The Project is capital intensive, especially in its initial phases requiring major investment in public facility and on -site and off -site improvement prior to the construction and sale of housing in order to make the Project economiCCally and fiscally feasible. The Project is fully compatible with the proposed development of the Banning Property.

F. The Property is currently located within the sphere
of influence of but has not yet been annexed to the City. It is the present intent of the parties that annexation of the Property to the City will occur following approval by the City of the Development Plan defined in Section 1.5. Pursuant to Government Code Section 65865(b), this Agreement shall become operative on the effective date of the annexation, so long as the annexation is completed prior to December 31, 1992, failing which it shall expire on that date and be of no further force or effect.

G. City's General Plan designation for the Property is
Residential Planned Unit Development (PUD), and the Specific Plan being adopted concurrently herewith as a part of the Development Plan as defined in Section 1.5 implements the City General Plan and its various component elements by providing specific land use and development standards. Developer and City desire to provide through this Agreement specific development criteria to be applicable to the Property upon its annexation to the City which will provide for maximum utilization of the Property in accordance with sound planning principals.

H. City has determined that the use and intensity of use provided in this Agreement is consistent with the City's General Plan applicable to the Property.

I. Development of the Property pursuant to the
Development Plan as defined in Section 1.5, which is largely vacant area almost totally lacking in required infrastructure improvements, requires the construction of substantial
reasonable public improvements early in the development and construction process. Certain development risks and
uncertainties associated with the long term nature of the development, including the cost of the portion of those regional public improvements required to be installed at the inception of the development, could discourage and deter Developer and other owners in the vicinity from making the long term commitments necessary to fully develop the Property pursuant to the Development Plan. It is only the assurance of the ability to complete the private income producing components of the Development Plan in general that provides the inducement to Developer to agree to commit the land and financial resources required to commence and proceed with development. The parties -2-
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desire to enter into this Agreement in order to assure that the Property is developed as an integrated planned community in general, and that the uncertainties to such development over which the City has control are removed.

J. Developer has applied for, and City, concurrently
with approval of this Agreement, has approved the Development Plan (as in Section 1.5) in order to protect the interests of its citizens and the quality of the community and environment through the specific plan process (Government Code Section 65450 et seq.) As part of that process of approving the Development Plan, City has undertaken, pursuant to the California
Environmental Quality Act ("CEQA"), the required analysis of the environmental effects which would be caused by the Project.

City has imposed a series of mitigation measures in connection with the development of the Project to eliminate or reduce to a level of insignificance many significant adverse impacts caused by the Project. As to those significant adverse impacts which cannot be eliminated or reduced to a level of insignificance, the City Council has adopted a statement of overriding
considerations pursuant to CEQA setting forth why the beneficial aspects of the Project outweigh those significant adverse impacts which cannot be eliminated or reduced by mitigation measures. On January 14, 1991, the City Council of City adopted Resolution No. 1991-03, certifying the environmental impact report ("EIR") prepared for the Project as being complete and adequate and complying with CEQA. Pursuant to Government Code Section 65457 and Public Resources Code Section 21166 the City acknowledges that no subsequent or supplemental Environmental Impact Report shall be required by the City for the subsequent approvals implementing the development of the Property, whether ministerial or discretionary, unless:
(1) Changes are proposed by Developer
which by law will require revisions to the EIR;
or
(2) New information which was not known
and could not have been known at the time the EIR
was certified as complete becomes available;
provided, however, that reanalysis of data
already examined and reported in the EIR shall
not be considered new information.. The term "new
information" does not mean discovery that
probabilities of adverse (or beneficial) results
considered in the approval of this Agreement, the
Development Plan as defined in Section 1.5 or the
EIR may prove incorrect, or that such
probabilities are or are not becoming, or have or
have not become realities, but instead required
that the actual quantitative and politative
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extent of the underlying issues was not
considered and could not have been considered in
the environmental analysis associated with the
approval of this Agreement and the EIR.

K. The Development Plan implements the goals and
policies of the City's General Plan described in the Specific Plan referred to in Section 1.5, below, and provides balanced and diversified land uses in order to maintain the overall quality of life and of the environment within City and to impose appropriate requirements with respect to land development and usage.

L. Developer has requested City to consider entering
into a development agreement relating to the Project and pro- ceedings have been taken in accordance with City's rules and regulations.

M. On March 25
adopted Ordinance No. 698
Developer.

N. City acknowledges that by electing to enter into
contractual agreements such as this Agreement, the obligations of which shall survive beyond the term or terms of the present City Council members, such action will serve to bind the City and future City Councils to the obligations hereby undertaken.

By obligating the City pursuant to this Agreement, the City Council has elected to exercise certain governmental and proprietary powers at the present time rather than deferring its action to some undetermined future date. The terms and
conditions of this Agreement have undergone extensive review by the City and its City Council and have been found to be fair, just and reasonable, and the City has found and determined that the execution of this Agreement is in the best interest of the public health, safety and general welfare of City and its residents and that adopting this Agreement constitutes a present exercise of its police power.
, 1991, the City Council of City
, approving this Agreement with
The parties agree as follows:

1. Definitions.

1.1 "Agreement" is this Development Agreement.

1.2 "Agreement Date" is the date this Agreement is
approved by the City Council.

1.3 "Build -Out Phasing Plan" means a plan to be
prepared by Developer showing the intended build -out schedule of the Project. The Build -Out Phasing Plan as more particularly -4-

167/167 3-22-91

described in Section 11.2 shall be advisory only and shall not be binding on Developer.

1.4 "City" is the City of Beaumont, California.

1.5 "Development Plan" is all of those ordinances,
resolutions, codes (except as provided in Section 12.1(c)), rules, regulations and official policies of City governing the development and use of the Property as of the Agreement Date, including, without limitation, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the Property, and all of those permits and approvals which are referenced on Exhibit "D" which have been issued or granted by City in connection with any of the foregoing. Specifically, but without limitation, such Development Plan includes the Deutsch Planned Community Specific Plan adopted by the City Council on January 14, 1991 by Resolution No. 1991-03 pursuant to Government Code Section 65450 et.seq. (hereinafter the "Specific Plan") allowing the
construction of a maximum of 4,716 residential dwelling units ranging in average density from approximately four (4) d.u.'s/ acre to approximately fifteen (15) d.u.'s/acre, a fifteen (15) acre community commercial site, five (5) elementary and one (1) junior high school site, a twenty-three (23) acre community park, a twenty-one (21) acre trail park adjacent to the San Diego Gas and Electric Easement, and, three (3) additional neighborhood parks totaling 21 acres adjacent to schools. The average density for the Specific Plan areas is approximately 4.1 d.u.'s/acre.

1.6 "Effective Date" is that date which is the
later to occur of (a) the expiration of the time for filing a referendum petition relating to this Agreement if no such petition is filed within such period, (b) the certification of the results of a referendum election are declared approving this Agreement if a referendum petition is filed within the
applicable period, or (c) the date that the annexation of the Property to this City is completed, provided that such
annexation is completed prior to December 31, 1992.

1.7 "Developer" is Aleisian Farms, a California
general partnership, Highland Farms, a California general partnership and Banning Farms, a California general partnership as their interests appear on the title report attached as Exhibit "C" and their respective successors in interest to all or any part of the Property.

1.8 "Project" is the proposed development of the
Property included within the Development Plan and associated -5-
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Q o
amenities, including, without limitation, on -site and off -site improvements contemplated by the Development Plan, as the same may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.9 "Property" is the real property on which the
Project is, or will be, located as described on Exhibit "A" and shown on Exhibit "B."

2. Exhibits. The following documents are referred to in this Agreement, attached hereto and incorporated herein by this reference:

Exhibit Designation Description
A Legal Description of
the Property
B Map of Property
C
D
Title Report Showing
Ownership Interests in
the Property
Permits and Approvals
Constituting
Development Plan
E Benefits to City
F List of Fees and
Assessments

3. Mutual Benefits. This Agreement is entered into for
the purpose of carryingout the Development Plan for the Project in a manner that will insure certain anticipated benefits to both City, including, without limitation, residents of City, and Developer asset forth in this Section. City and Developer agree that, due to the size and duration of the Project, certain assurances on the part of each party as to the Project will be necessary to achieve those desired benefits.
31 Benefits to City. The benefits to City
(including, ithout limitation, the residents of City) under -6-
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this Agreement include, but are not limited to those set forth in Exhibit "E."

3.2 Benefits to Developer. Developer has expended
and will continue to expend substantial amounts of time and money on the planning and infrastructure construction of the Project. In addition, Developer will expend substantial amounts of time and money in constructing public improvements and facilities and in providing for public services in connection with the Project. Developer would not make such additional expenditures without this Agreement and such additional expend- itures will be made in reliance upon this Agreement. The bene- fit to Developer under this Agreement consists of the assurance that Developer will preserve the right to develop the Property as planned and as set forth in the Development Plan.

4. Interest of Developer. Developer represents that De- veloper has a legal or equitable interest in the parcels comprising Property.

5. Binding Effect of Agreement. The terms and
conditions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.

6. Protect as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private and not a public sector development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property by the owner of such Property.

7. Num. The term of this Agreement shall commence upon
the Effective Date and shall continue until all permits and approvals required to complete the development of the Project as contemplated by the Development Plan have been issued, provided that in no event shall such term exceed twenty-five (25) years following the Effective Date of this Agreement as to those lots or parcels of the Property under this Agreement, if any, for which a grading or building permit has either not been issued or has otherwise expired. Notwithstanding the foregoing, as to any lot or parcel on the Property not subject to the preceding sentence, the term of this Agreement and the Development Plan regulations and specifications thereunder shall be extended for a period of fifty (50) years commencing on the date that this Development Agreement would have otherwise expired.
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8. Chances in Protect. Developer shall not be entitled
to any change, modification, revision or alteration in the De- velopment Plan relating to the permitted uses of the Property, the density or intensity of use, the maximum height and size of proposed buildings or the provision for reservation or dedica- tion of land for public purposes other than those allowable changes, modifications and alterations permitted under the Development Plan and in particular the Specific Plan, without review and approval by those agencies of City approving the Development Plan in the first instance. Subject to the
foregoing provisions of this Section 8, City acknowledges that Developer may seek new entitlements to use and amendments to entitlements to use in connection with the development of the Project. The approval of any changes in the Project as set forth in this Section 8 shall be in the discretion of the City and shall be effectuated as set forth in Section 11.4 below.

9. Hold Harmless.

9.1 By Developer. Developer shall hold City, its
officers, agents, employees, partners and representatives harmless from liability for damage or claims for damage for personal injury, including death and claims for property damage, which may arise from the activities of Developer or those of Developer's contractors, subcontractors, agents, employees or other persons acting on Developer's behalf which relate to the Project. Developer shall defend City and its officers, agents, employees, partners and representatives from actions for damages caused or alleged to have been caused by reason of Developer's activities in connection with the Project.

9.2 By City. City shall hold Developer, its
officers, agents, employees, partners and representatives harmless from liability for damage or claims for damage for personal injury, including death and claims for property damage, which may arise from the activities of City or those of City's contractors, subcontractors, agents, employees or other persons acting on City's behalf which relate to the Project. City agrees to and shall defend Developer and its officers, agents, employees, partners and representatives from actions for damages caused or a leged to have been caused by reason of City's activities n connection with the Project.

10. ested Ri ht. By entering into this Agreement and
relying the eon, Developer is obtaining a vested right to pro- ceed with the Project in accordance with the Development Plan, but subject to any remaining discretionary approvals required in order to complete the Project as contemplated by the Development Plan (which discretion shall be exercised in accordance with the Development Plan). By entering into this Agreement and relying thereupon, City is securing certain public benefits which help to alleviate potential problems in City and enhance the public health, safety and welfare. City therefore agrees to the following:
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10.1 No Conflictinct Enactments. Neither the City
Council of City nor any other agency of City shall enact an ordinance, policy, rule, regulation or other measure applicable to the Project which relates to the rate, timing or sequencing of the development or construction of all or any part of the Project or which is otherwise in conflict with this Agreement.

10.2 Intent of Parties. In addition to and not in
limitation of the foregoing, it is the intent of Developer and City that no moratorium or other limitation (whether relating to the rate, timing or sequencing of the development or construc- tion of all or any part of the Project and whether or not enacted by initiative or otherwise) except a moratorium imposed by City to implement State or Federal laws, statutes,
regulations, policies or orders as provided in Section 12.3, affecting parcel or subdivision maps, building permits, site development permits, special use permits, conditional use permits, occupancy certificates or other entitlements to use or permits approved, issued or granted within City, or portions of City, shall apply to the Project to the extent such moratorium or other limitation is in conflict with this Agreement. Not- withstanding the foregoing, should an ordinance, general plan or zoning amendment, measure, moratorium, policy, rule, regulation or other limitation enacted by citizens of City through the initiative process be determined by a court of competent juris- diction to invalidate or prevail over all or any part of this Agreement, Developer shall have no recourse against City pursuant to this Agreement, but shall retain all other rights, claims and causes of action at law or in equity which Developer may have independent of this Agreement. The foregoing shall not be deemed to limit the Developer's right to appeal any such determination of such ordinance, general plan or zoning amend- ment, measure, policy, rule, regulation, moratorium or other limitation which purports to invalidate or prevail over all or any part of this Agreement. City agrees to cooperate with owner in all reasonable manners in order to keep this Agreement in full force and effect.

11. General Development of the Proiect.

11.1 Pro ect. While this Agreement is in effect,
Developer shall have a vested right to develop the Project in accordance with the terms and conditions of this Agreement, and in accordance with, and to the extent of the Development Plan, but subject to any remaining discretionary approvals required in order to complete the Project as contemplated by the Development Plan (which discretion shall be exercised in accordance with the Development Plan) and City shall have the right to control the development of the Project in accordance with the terms and -9-
dlc019/22063/000/0020/develop.ag

conditions of this Agreement. Except as otherwise specified in this Agreement, the Development Plan shall control the overall design, development and construction of the Project and all on - site and off -site improvements and appurtenances in connection therewith, including, without limitation, all mitigation measures req fired in order to minimize or eliminate material adverse envi onmental impacts caused by the Project. The permitted us s of the Property, the density and intensity of use, the maximum height and size of proposed buildings, the provisions f r reservation and dedication of land for public purposes and other terms and conditions of development
applicable to the Property shall be those set forth in the Development Plan. As part of the tentative subdivision map review, the applicant shall submit architectural drawings showing building treatment, elevations, material samples, and landscaping as part of the review and approval process for the residential portions of the Project.

11.2 Phasing and Timing of Development. The parties
acknowledge that although Developer currently anticipates that the Project will be phased and constructed in increments over an approximate twenty-five (25) year time frame in accordance with the Build -Out Phasing Plan, at the present time Developer cannot predict when or the order in which Project phases will be developed. $uch decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, competition and other similar factors. To the extent permitted by the Development Plan and this Agreement, Developer shall have the right to develop the Project in phases in such order and at such times as Developer deems appropriate within the exercise of its
subjective bijisiness judgment, so long as the Project is constructed as an integrated master planned development as con- templated by the Development Plan and the City Manager
determines that such phasing will not adversely impact the ability of the City to construct, enlarge, expand, modernize or otherwise modify infrastructure improvements if necessary to accommodate growth of the Beaumont community. City agrees that Developer shall be entitled to apply for and City shall process tentative maps, vesting tentative maps, parcel maps, final maps, site development permits, conditional use permits, building per- mits, occupancy certificates and other entitlements to use or permits as provided by the Specific Plan or other applicable City ordinances at any time, in as expeditious a manner as possible, provided that such application is made in accordance with the Development Plan.
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11.3 Effect of Agreement on Land Use Reaulations.

The rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings and the design, improvement and construction standards and speci- fications applicable to development of the Property are those rules, regulations and official policies in force as of the Agreement Date, and those rules, regulations, and official policies which may hereinafter be adopted by the City to implement its Water Resources Management Plan which is currently being developed, or State or Federal laws, statutes,
regulations, policies or orders as provided in Section 12.3. In connection with any approval which City is permitted or has the right to make under this Agreement relating to the Project, or otherwise under its rules, regulations and official policies, City shall exercise its discretion or take action in a manner which is as expeditious as possible and which complies and is consistent with the Development Plan and the standards, terms and conditio s contained in this Agreement, and in a manner which will n t interfere with the development of the Project for the uses and to the height, density and intensity specified in this Agreeme t or with the rate of development selected by Developer. ity shall accept for processing and timely review and act on a 1 applications for further land use entitlement ap- provals with respect to the Project called for or required under this Agreeme t in as expeditious a manner as is possible. Such application hall be processed in the normal manner for process- ing such mat ers.

11.4 Administrative Chanaes and Amendments. The
parties acknowledge that refinements and further development of the Project may demonstrate that changes are appropriate with respect to the details and performance of the parties under this Agreement. The parties desire to retain a certain degree of flexibility with respect to the details of the Project
development and with respect to those items covered in general terms under this Agreement. If and when the parties find that changes or adjustments are necessary or appropriate, they shall, unless otherwise required by law, effectuate such changes or adjustments through administrative amendments approved by the City Manager or designee, after execution, shall be attached hereto as an addenda and become a part hereof, and may be further changed and amended from time to time as necessary, with approval by City and Developer. Any such administrative changes or amendments shall not be deemed to be an amendment to this Agreement under Government Code Section 65868, and unless other- wise required by law, no such administrative amendments shall require prior notice or hearing. Notwithstanding the foregoing, the following matters shall not be considered administrative changes or amendments, but shall be considered substantive -11-
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amendments which shall be reviewed by the Planning Commission and approved by the City Council:
(4) Alteration of the permitted uses of the
Property;
(b) Increase in the density or intensity of use or
the number of lots;
(c) Increase in the maximum height and size in
permitted buildings;
(d) Deletion of a requirement for the reservation or
dedication of land for public purposes except for minor boundary adjustments approved by the Planning Director or designee; and (e) Any amendment or change requiring a subsequent
or supplemental environmental impact report pursuant to Public Resources Code Section 21166.

11.5 Mello -Roos Communities Facilities Districts;
Other Assessment Districts or Financing Mechanisms. Pursuant to Chapter 2.5 (commencing with section 53312) Part 1, Division 2, Title 5 of the Government Code of the State of California, commonly known as the "Mello -Roos Community Facilities Act of 1982," Owner may, at its sole election, petition the City Council of City to establish a Community Facilities District ("CFD") including the Property for the purpose of acquiring, constructing and financing through the sale of bonds of certain public facilities which are necessary to meet the increased demands placed on the City as a result of the development of the Property. Alternatively, or in addition thereto, Owner may request that the City initiate and complete proceedings under the Municipal Improvement Act of 1911, the Municipal Improvement Act of 1913, the Improvement Bond Act of 1915, the Landscaping Allotting Act of 1972, or any and all other available public financing mechanisms to provide public conduit financing for the construction of public improvements on the Property
("Alternative Financing Mechanisms"). If so requested by Owner, City shall cooperate with Owner and use its best efforts in taking all steps necessary to cause the CFD or Alternative Financing Mechanisms to issue bonds for such purposes. If the Property is included within a CFD with other surrounding properties, the special taxes or special assessments burdening the various properties so included shall be apportioned on a fair share basis related to the benefit derived by each of such properties.

11.6 Water and Sewer Facilities. Responsibilities
of the Parties with respect to water and sewer facilities pertaining to the transmission of water for or sewage generated -12-
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by the Project or by surrounding properties in which Developer will be required to participate shall be determined and allocated on a fair share basis between Developer and the surrounding property owners using such facilities.

11.7 Public Services and Facilities. As provided by
the Specific Plan, the Project provides for an integrated roadway system, and public facilities in addition to water and sewer facilities as discussed in Section 11.6 above, including parks, schools, storm drain, police protection and fire protection. The construction and installation of such
facilities and infrastructure improvements and the phasing thereof shall be subject to City review and approval at the time that tentative tract maps are submitted for applicable areas of the Project. To the extent that Developer, at City's request, constructs, installs or otherwise provides financing for public facilities or other infrastructure improvements not required to serve the Project and benefiting lands within the City outside the Project area of the Property, City shall adopt such ordinances as are necessary to create a benefit district by which a fee, assessment or charge will be imposed upon such other properties and reimbursed to Developer for the fair share of the benefi.ts conferred upon such lands other than the Property by such public facilities or infrastructure
improvements. In order to insure that the Project will function harmoniously with the City's transportation and circulation plan, City shall undertake the upgrade and completion of street networks to planned standards to accommodate increased demands generated by the Project on other areas of the City in
accordance with and under the schedule provided by the City's Master Plan of Circulation.

11.8 Cancellation of Williamson Act Agricultural
Preserve and Land Conservation Agreement. Immediately following the Effective Date, City shall, as expeditiously as possible, commence hearings pursuant to the Williamson Act, Government Code Section 51200, et am. for the cancellation of the January 1, 1973 Land onservation Contract and January 1, 1982 Land ConservationiContract entered into between the predecessor in interest to eveloper and the County of Riverside pertaining to the Property Developer shall be responsible for paying all fees and cos s, including legal fees, incurred by City in processing t e cancellation of the Land Conservation Contracts.

11.9 Other Governmental or Quasi -Governmental
Permits. Developer shall apply for such other permits and approvals as may be required by other governmental or quasi - governmental agencies having jurisdiction over the Project (such as public utilities or utility districts, or other federal or -13-
dlc019/22063/000/0020/develop.ag

state agencies) as may be required for the development of, or provision of services to the Project under the Development Plan.

City shall cooperate with and assist Developer in obtaining such permits and approvals, and, where necessary in making
application for such approvals or permits.

11.10 Consistency Between This Agreement and Current
Laws. City represents that there are no rules, regulations, ordinances or official policies of City enforced as of the date of execution of this Agreement that would interfere with the completion or use of the Project according to the Development Plan.

11.11 Assessments and Fees. City shall not, without
the prior written consent of Developer, impose any assessment or fee applicable to the development of the Project or any portion thereof, or impose any fees as a condition to the implementation of the Project or any portion thereof, except those existing and proposed assessments and fees set forth on Exhibit "F" which include but are not limited to infrastructure fees for sewer, water, reclaimed water, fire mitigation, police mitigation, transportation -circulation, park mitigation, public facilities fees and signalization fees. Notwithstanding the foregoing, fees payable to City shall be at rates applicable on the date the fee is due and payable.

11.12 Subsequent Actions. City shall timely process,
in as expeditious a manner as is possible for processing such matters, any necessary entitlements to use, including vesting tentative tract maps, tentative tract maps, parcel maps, final maps, site development permits, special use permits, conditional use permits, or other discretionary approvals or entitlements to use contemplated by the Development Plan, and any grading, con- struction or other permits filed by Developer in accordance with the substantive development standards set forth in the
Development Plan.

12. Rules, Regulations and Official Policies.

12.1 New Rules. This agreement shall not prevent
City from applying the following new rules, regulations and policies:
(a) Processing fees and charges imposed by City to
cover the estimated actual costs to City of processing
applications for development approvals, for monitoring
compliance with any development approvals, or for monitoring compliance with environmental impact mitigation measures. (b) Procedural regulations relating to hearing
bodies, petitions, applications, notices, findings, records, -14-
dlc019/22063/000/0020/develop.ag

hearings, reports, recommendations, appeals and any other matter of procedure.
(c) Regulations governing construction standards and
specifications including, without limitation, the City's Building Code, Plumbing Code, Mechanical Code, Electrical Code and Fire Code provided that such construction standards and specifications are applied on a City-wide basis.
(d) Regulations which are not in conflict with the
Development Plan or this Agreement.
(e) Regulations which are in conflict with the
Development Plan or this Agreement if such regulations have been consented to in writing by Developer.

12.2 Subsequent Actions and Approvals. In
accordance with Government Code Section 65866, this Agreement shall not prevent City in subsequent actions applicable to the Property from applying new rules, regulations and policies which do not conflict with those existing rules, regulations and policies set 'forth in the Development Plan, nor shall this Agreement prevent City from denying or conditionally approving any subsequent development project application on the basis of such existing or new rules, regulations or policies.

12.3 State and Federal Laws. In the event that
State or Federal laws or regulations enacted after this Agreement is executed prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or
regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce.

13. Amendment or Cancellation of Agreement. This Agree- ment may be amended or cancelled in whole or in part only by mutual consent of the parties in the manner provided for in Government Code Section 65868.

14. E forcement. Unless amended or cancelled as provided in Section 1; above, or modified or suspended pursuant to Gov- ernment Code Section 65869.5, this Agreement is enforceable by either party hereto notwithstanding any change in any applicable general or specific plan, zoning, subdivision or building regulation or other applicable law or regulation adopted by City (or by the voters of City unless found by a court of competent -15-
dlc019/22063/000/0020/develop.ag

and final jurisdiction to prevail over this Agreement) which alters or am nds the Development Plan or the rate, timing or sequencing of any development.

15. Periodic Review of Compliance With Agreement. City
shall review this Agreement at least once every
onths from the date this Agreement is executed.
eriodic review, each party is required to
ood faith compliance with the terms of this
ach party agrees to furnish such reasonable
ood faith compliance as the other party in the
is reasonable discretion, may require. Such
ew shall be conducted administratively by the City
ny appropriate department heads designated by the
City Manager to perform such periodic review. The City Manager shall report the results of such periodic review to the City Council within thirty (30) days after the conclusion thereof.

No public hearing shall be held by the City Manager, Planning Commission or City Council with regard to such periodic review; provided, however, that if the City Manager during such periodic review preliminarily finds that Developer is not in good faith compliance with this Agreement, Developer shall have the right to appeal such finding to the City Council. The City Council on appeal shall not hold a public hearing to review a finding that Developer is not in good faith compliance with this Agreement unless so requested by Developer in writing at the time of the submission of such appeal. City shall notify Developer in writing of the date for review at least thirty (30) days prior thereto.
and Develope
twelve (12)
During each
demonstrate
Agreement.
evidence of
exercise of i
periodic rev'
Manager and

16. Events of Default.

16.1 Default by Developer. If the City Council
determines on the basis of substantial evidence upon appeal of the City Manager's decision pursuant to Section 15 hereof that Developer has not complied in good faith with the terms and conditions of this Agreement, it shall, by written notice to Developer, specify the manner in which Developer has failed to so comply and state the steps Developer must take to bring itself into compliance. If, within sixty (60) days after the effective date of notice from City specifying the manner in which Developer has failed to so comply, Developer does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then Developer shall be deemed to be in default under the terms of this Agreement and City may terminate this Agreement.

16.2 Default by City. If Developer determines on
the basis of substantial evidence that City has not complied in good faith with the terms and conditions of this Agreement, Developer shall, by written notice to City, specify the manner in which City has failed to so comply and state the steps City -16-

9 167/167 3-22-91

must take to bring itself into compliance. If, within sixty (60) days after the effective date of notice from Developer specifying the manner in which City has failed to so comply, City does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then City shall be deemed to be in default under the terms of this Agreement and Developer may terminate this Agreement or seek specific performance as set forth in Section 16.3.

16.3 Specific Performance Remedy. Due to the size,
nature and scope of the Project, it will not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such imple- mentation, Developer may be foreclosed from other choices it may have had to utilize the Property and provide for other benefits.

Developer has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more substantial time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would
adequately compensate Developer for such efforts. For the above reasons, City and Developer agree that damages would not be an adequate remedy if City fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is the only remedy which would compensate Developer if City fails to carry out its obligations under this Agreement, and City hereby agrees that Developer shall be entitled to specific performance in the event of a default by City
hereunder. Notwithstanding the foregoing, nothing in this Agreement is intended to deprive Developer from recovering ap- propriate damages in the event that the terms of this Agreement are breached. City and Developer acknowledge that if Developer fails to carry out its obligations under this Agreement, City shall have the right to refuse to issue any permits or other approvals to which Developer would not otherwise have been entitled pursuant to this Agreement. Therefore, City's remedy of terminating this Agreement shall be sufficient in most circumstances if Developer fails to carry out its obligations hereunder. Notwithstanding the foregoing, if City issues a permit or oter approval pursuant to this Agreement in reliance upon a speci ied condition being satisfied by Developer in the future, and if Developer then fails to satisfy such condition, City shall be entitled to specific performance for the sole purpose of causing Developer to satisfy such condition. The City's right to specific performance shall be limited to those circumstances set forth above, and City shall have no right to seek specific performance to cause Developer to otherwise pro- ceed with the development of the Project in any manner. -17-
dlc019/22063/000/0020/develop.ag

17. Institution of Legal Action. In addition to any oth- er rights or remedies, either party may institute legal action to cure, cor'ect or remedy any default, to enforce any covenants or agreement herein, to enjoin any threatened or attempted violation he eof, to recover damages for any default, or to obtain any o her remedies consistent with the purpose of this Agreement. Any such legal action shall be brought in the Superior Court for Riverside, California.

18. Waivers and Delays.

18.1 Waiver. Failure by a party to insist upon the
strict performance of any of the provisions of this Agreement by the other pa ty, and failure by a party to exercise its rights upon a defau t by the other party hereto, shall not constitute a waiver of su h party's right to demand strict compliance by such other party n the future.

18.2 Third Parties. Nonperformance shall not be
excused because of a failure of a third person except as pro- vided in Section 18.3 below.

18.3 Force Maieure. Neither party shall be deemed
to be in default for failure or delay in performance of any of its obligations under this Agreement if caused by floods, earth- quakes, other Acts of God, fires, wars, riots or similar hostil- ities, strikes, other labor difficulties, government regulations or other causes beyond either of the parties' control. If any such event shall occur, the term of this Agreement and the time for performance by Developer of any of its obligations hereunder or pursuant to the Development Plan shall be extended by the pe- riod of time that such events prevent construction of the Project.

19. Notices. All notices required or provided for under this Agreement shall be in writing and delivered in person and deposited inithe United States mail, postage prepaid and ad- dressed as follows:

TO CITY:

TO DEVELOPER:

City of Beaumont
550 East 6th Street
P.O. Drawer 158
Beaumont, California 92223
Attn: City Manager
c/o The Deutsch Corporation
2444 Wilshire Boulevard
Santa Monica, California 90403
Attn: Mr. Bill Holler
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dlc019/22063/000/0020/develop.ag

Either party may change the address stated herein by giving notice, in writing, to the other party and thereafter notices shall be addressed and submitted to the new address.

20. Attorneys' Fees. If legal action is brought by ei-
ther party against the other for breach of this Agreement, or to compel performance under this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs.

21. Transfers and Assignments.

21.1 Right to Assign. Developer shall have the
right to sell, assign or transfer this Agreement, and any and all of its rights, duties and obligations hereunder, to any per- son or entity at any time during the term of this Agreement, provided, however, in no event shall the rights, duties and obligations conferred upon Developer pursuant to this Agreement be at any time so transferred or assigned except through.a transfer of an interest of Developer in the Property, a portion thereof (including a village or individual tract), or parcel or lot so transferred. In the event of any such assignment, either the transferee or Developer shall be liable for the performance of all obligations of Developer. Such transferee or Developer shall notify City in writing of the transfer of such
obligations.

21.2 Release Upon Transfer. Upon the sale, transfer
or assignment of Developer's rights and interests under this Agreement as Dermitted pursuant to Section 21.1, Developer shall be released fprom its obligations under this Agreement and all of owner's obligations pursuant to the Development Plan, or other agreements assumed by transferee with respect to the Property, or portion thereof, so transferred provided that (a) Developer is not then in default under the Agreement, (b) Developer or transferee has provided the City notice of such transfer and (c) the transferee executes and delivers to City a written agreement in which (i) the name and address of the transferee is set forth and (ii) the transferee expressly and unconditionally assumes all of the o ligations of Developer under this Agreement with respect to the Property, or a portion thereof, so transferred.

22. Cooperation in the Event of Legal Challenge. In the event of any Illegal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the parties hereby agree to cooper- ate in defending such action. Each party shall pay its own expenses in connection with such defense. In the event of any litigation challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force -19-
dlc019/22063/000/0020/develop.ag

0 o
and effect while such litigation, including any appellate re- view, is pending.

23. Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain.

24. Authority to Execute. The person or persons
executing this Agreement on behalf of Developer warrant and represent that they have the authority to execute this Agreement on behalf of their corporation, partnership or business entity and warrant and represent that they have the authority to bind Developer to the performance of its obligations hereunder.

25. Recordation. This Agreement and any amendment or
cancellation hereto shall be recorded in the Official Records of the County of San Bernardino, by the City Clerk within the period required by Section 65868.5 of the Government Code.

26. Protection of Mortgage Holders. Nothing contained
herein shall limit or interfere with the lien of mortgage hold- ers having a mortgage made in good faith and for value on any portion of the Property. "Mortgage holder" includes the bene- ficiary under a deed of trust, and "mortgage" includes the deed of trust.

27. Severability of Terms. If any term, provision, cove- nant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to enforce.

28. Subsequent Amendment to Authorizing Statute. This
Agreement has been entered into in reliance upon the provisions of the Development Agreement Law in effect as of the Agreement Date. Accordingly, subject to Section 12.3 above, to the extent a subsequent amendment to the Development Agreement Law would affect the provisions of this Agreement, such amendment shall not be applicable to the Agreement unless necessary for this Agreement to be enforceable or unless this Agreement is modified pursuant to the provisions set forth in the Agreement and Government Code Section 65868 in effect on the Agreement pate.

29. Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California.

30. Section Headings. All section headings and
subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. -20-
dlc019/22063/000/0020/develop.ag

o 0

31. Incorporation of Recitals and Exhibits. Recitals A
through N and attached Exhibits "A" through "G" are hereby incorporated herein by this reference as though set forth in full.

32. Rules of Construction and Miscellaneous Terms.

32.1 Gender. The singular includes the plural; the
masculine gender includes the feminine; "shall" is mandatory, "may" is permissive.

32.2 Time of Essence. Time is of the essence re-
garding each provision of this Agreement in which time is an element.

32.3 Cooperation. Each party covenants to take such
reasonable actions and execute all documents that may be necessary to achieve the purposes and objectives of this Agree- ment.

The parties have executed this Development Agreement on the date and ye.r first written above.

Dated:
92,E
199# CITY OF BEAUMONT, a municipal
corporation of the State of
California
By:

Mayor
"City"

SIGNED AND CERTIFIED THAT A COPY OF

THIS DOCUMENT HAS BEEN DELIVERED TO
THE MAYOR .QF THE CITY COUNCIL
By:

City Clerk
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
-21-
dlc019/22063/000/0020/develop.ag

0 0
ALEISIAN FARMS, a California
General Partnership
Dated: /9 , 1991 By:

Dated:

Dated:

Dated:
1991 By:
1991
Carl Deutsch
General Partner
David Deutsch
General Partner
By: Victoria Leslie Deutsch Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
By:

Alex Deutsch.

Trustee
By: Alexis Lee Deutsch Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
1991 By:

Alex Deutsch
Trustee
-22-
d1c019/22063/000/0020/develop.ag

0 0
Dated:

By: Gina Elizabeth Deutsch Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
1991 By:

Dated:C - ' , 1991
Dated: , 1991
Alex Deutsch
Trustee
By: Gina Elizabeth Deutsch 76 Trust
Created Pursuant to a
Declaration of Trust Dated
December 19, 1976
General Partner
By:

Lester Deutsch
Trustee
By: Estate of Walter Scholtz
General Partner _
By:

Sylvia Scholtz Q)
Executrix
HIGHLAND FARMS, a California
General Partnership
BY: THE DEUTSCH COMPANY, a
California corporation,
General Partner
Dated: C ` Ci, 1991
Dated:
1991 By:

Alex Deutsch
General Partner
-23-
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0 0
Dated:

Dated:

BANNING FARMS, a California
General Partnership
BY: THE DEUTSCH COMPANY, a
California corporation,
1991
1991 By:

General Partner
By: L: -{ -P+
Its:

Alex Deutsch
General Partner
-24-
dlc019/22063/000/0020/develop.ag

STATE OF CALIFORNIA

COUNTY OF
LA-
)
)
)
SS.

On , 19 �? /, before me, G<- - j 1.-4- -..
personally appeared, CARL DEUTSCH personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS m

OFFICIAL SEAL

W E HOLLER
Notary Public -C ardomia

LOS ANGELES COUNTY
My Comm. Exp. Mar. 23, 1993

STATE OF CALIFORNIA

COUNTY OF
74 hand and official seal.
/ }pJj7g�
Notary Pub is in and for said State
) ss.
)
On • 7 , 19_1, before me, wE {{ c.-
personally appeared DAVID DEUTSCH personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.
�, uF
1\c447,1:4::;'
My Comm. Exp. ''Mar. 23,
-- - - - _ - 1993

OFFICI L SEAL

W E H LLER
Notary Publii: Caiifomia

ANGELES COUNTY
Notary Public in and said State
-25-
dlc019/22063/000/0020/develop.ag

o p

STATE OF CALIFORNIA
COUNTY OF L,4
)
)
)
ss.

On �‘ , 19 before me, CA -_,4)L -4 -6 -11 -
personally appeared ALEX DEUTSCH, TRUSTEE FOR VICTORIA LESLIE DEUTSCH TRUST, Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL

W E HOLLER
Notary Public-Canomia

LOS ANGELES COUNTY
My Comm. Exp. Mar. 23, 1993

STATE OF CALIFORNIA
11 ��

COUNTY OF LA -
Notary Public in and for said State
)
)
)
ss.

On , 191(, before me, g 7'J ,
personally appeared ALEX DEUTSCH, TRUSTEE FOR ALEXIS LEE DEUTSCH TRUST, Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL

W E HOLLER
Notary alifornia
LOS AN(ELES�COUNTY
Mar. 23, 19�?3
Notary Public in and for said State
-26-
dlc019/22063/000/0020/develop.ag

I

STATE OF CALIFORNIA

COUNTY OF
)
)
)
SS.

On , 19q6 before me, IA
personally appeare ALEX DEUTSCH, TRUSTEE FOR GINA ELIZABETH DEUTSCH TRUST, Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.
v� r~ vu1L GLAi.

W E HOLLER
Notary Pub -Ca*fomia

LOS ANGELES COUNTY
My Comm. Exp. Mar. 23, 1993

STATE OF CALIFORNIA

COUNTY OF
Notary Public in and for said State
)
) ss.
)
On � , 19 (, before me, 44 -110, --bet-',
personally appeared LESTER DEUTSCH, TRUSTEE FOR GINA ELIZABETH DEUTSCH TRUST, Created Pursuant to a Declaration of Trust Dated December 19, 1976, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.
-"�
LOS ANGE*buy Pu
Lk
OLLER-
iic-Catifomia

ES COUNTY
Notary Public in and aid State
-27-
dlc019/22063/000/0020/develop.ag

o
Q

STATE OF CALIFORNIA
)
ss.

COUNTY OF �_ - .n,.�=1:_�t�, . )
On ��� �� , 199), before me, /
personally appeared SYLVIA SCHOLTZ, EXECUTRIX FOR ESTATE OF WALTER SCHOLTZ, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

STATE OF CALIFORNIA

COUNTY OF
Notary Public in and for said State
- 5. '/
)
)
)
ss.

On % , 19�t9, before mellAX
personally appeared ALEX DEUTSCH, A GENERAL PARTNER OF HIGHLAND FARMS, a California General Partnership, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFQCEA SEAL— ---1

WE HO R
Notary Pub!' affornia

LOS ANGELE COUNTY
My Comm. Exp. Iiar. 23, 1993
Notary Public in and for said State
-28-
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0 p
STATE. OF CALIFORNIA )

COUNTY OF
SS.

On 40 , 19 (, before me, #4-t-01--'
personally appeared ALEX DEUTSCH, OF THE DEUTSCH
COMPANY, a California Corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL—
__ E HOLLER
LOS ANGPublic-CalifCOUN7Y
MY Comm. Exp. Mar. 23. 1
993
Notary Public in and for said State

STATE OF CALIFORNIA )
SS.

COUNTY OF C, )
On , 192Y, before me, (6)L-L-i`x-- ,
personally appeared ALEX DEUTSCH, A GENERAL PARTNER OF BANNING FARMS, a California General Partnership, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

OFFICIAL SEAL
tit E LOs NG ' F HOLLER

ANGELESCO
UNTY
2 � vMy COMM. M 3 , 1993
Notary Public in and for said State
-29-
d1c019/22063/000/0020/develop.ag

STATE OF CALIFORNIA

COUNTY OF
SS.

On %(? , 19 before me, & cLt t.,,
personally apeared ALEX DEUTSCH, OF THE DEUTSCH
COMPANY, a C lifornia Corporation, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executedthe instrument.

WITNESS my hand and official seal.

Notary Public in and for said State
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0 0
EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

Gateway Order No.: 410-4930127-492 Reference No.: BANNING

EXHIBIT A
PARCEL 1:

Section 35, Township 2 South, Range 1 West, San Bernardino Base and Meridian, in the County of Riverside, State of California.

EXCEPT the North one-half of the Northeast One Quarter thereof; Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian.

EXCEPT the Southeast One Quarter thereof.

Said land is also known as follows:

Lots 1 to 32, inclusive, and Lots 41 to 112, inclusive, of Orchard Heights Tract, in the County of Riverside, State of California, as shown by map on file in Book 10 Page 2 of Maps, Riverside County Records;
EXCEPT from Lots 1, 2 and 3 the Northerly 30 feet thereof granted to the County of Riverside, to be used as a public highway by deed recorded June 10, 1926 in Book 675 Page 467 of Deeds, Riverside County Records;
ALSO EXCEPT from Lot 4 an easement over the Northerly 10 feet thereof for public highway.

ALSO EXCEPT from said land all of those portions lying within the public roads and highways adjoining said land known as Brookside Avenue, Cherry Avenue, Orchard Heights Avenue, Seventeenth Street, Eighth Street and Highland Springs Avenue.

PARCEL 2:

The Southeast One Quarter of Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian.

EXCEPT therefrom the following described land, as conveyed to Trangniew, Inc., by instrument recorded May 01, 1972 as Instrument No. 55762, and more particularly described as follows:

Commencing at the Southeast corner of said Section 2, said point being marked by a brass stamped "Section Corner Sections 1, 2, 11 and 12";
Thence Sout 89 degrees 32 minutes 20 seconds West along the realigned ce terline of Eighth Street (80 feet wide) as shown on Deed Plat . 746-888 on file in the office of the county surveyor of Riversid County, California, a distance of 101.29 feet; Thence at right angles North 00 degrees 27 minutes 40 seconds West 40.00 feet to the true point of beginning.

Preliminary Report - Schedule A
Gateway Title Companpne 2Mount Vernon Ave
Colt , w 3
714-825-3661

a o
Gateway Order No.: 410-4930127-492

EXHIBIT A
Reference No.: BANNING
Thence continuing North 00 degrees 27 minutes 40 seconds West 4.00 feet to a point on a curve;
Thence curving to the left from an initial tangent that bears North 89 degrees 32 minutes 20 seconds East with a radius of 20.00 feet through a central angle of 89 degrees 21 minutes 34 seconds, an arc distance of 31.19 feet to a point on a line parallel with and 82.00 feet Westerly, measured at right angles from the Easterly line of said Section 2;
Thence at right angles North 89 degrees 49 minutes 18 seconds West 928.44 feet;
Thence at right angles South 00 degrees 10 minutes 42 seconds West parallel with the East line of said Section 2, 991.14 feet to a point on the North right of way line of Eighth Street, as shown by map of subdivision of Section 11, as per plat recorded in Book 9 of Maps, Page 10, Records of San Bernardino County;
Thence South 89 degrees 44 minutes 30 seconds East along the North right of way line of said Eighth Street, 136.96 feet to a tangent curve, as established by said realignment of Eighth Street;
Thence curving to the left with a radius of 960.00 feet through a central angle of 14 degrees 24 minutes 50 seconds an arc distance of 241.51 feet;
Thence North 75 degrees 50 minutes 40 seconds
a tangent curve;
Thence curving to the right with a radius of
a central angle of 13 degrees 41 minutes
distance of 248.57 feet;
Thence North
the point of
East 177.79 feet to
1040.00 feet through
40 seconds, a arc
89 degrees 32 minutes 20 seconds East 114.62 feet to
beginning.

ALSO EXCEPT rom said land all of those portions lying within the public roads and highways adjoining said land known as Eighth Street and H ghland Springs Avenue.

PARCEL 3:

Those portions lying within Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, more particularly described aslfollows:

Lots 1, 2, 3, 4, 5, 6 and 7 in Block 1 of subdivision of Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, as shown by map on file in Book 9 Page 10 of Maps, Riverside County Records.

Preliminary Report - Schedule A
Gateway Title Companvogae•-;5 M,Ilount Vernon Ave
Colto , 92324
714-815-3661

Gateway Order No.: 410-4930127-492

EXHIBIT A
Reference No.: BANNING
EXCEPT therefrom the following described land as conveyed to Trangniew, Inc., by instrument recorded May 01, 1972 as Instrument No. 55762, and more particularly described as follows:

Commencing at the Southeast corner of said Section 2, said point being marked by a brass disk stamped "Section Corner Sections 1, 2, 11 and 12";
Thence South 89 degrees 32 minutes 20 seconds West along the realigned centerline of Eighth Street (80 feet wide) as shown by Deed Plat No.; 746-888 on file in the Office of the County Surveyor of Riverside County, California, a distance of 101.29 feet; Thence at right angles North 00 degrees 27 minutes 40 seconds West

40.00 feet td the true point of beginning;
Thence continuing North 00 degrees 27 minutes 40 seconds West

4.00 feet to la point on a curve;
Thence curving to the left from an initial tangent that bears North 89 degtees 32 minutes 20 seconds East with a radius of 20.00 feet through a central angle of 89 degrees 21 minutes 38 seconds, an arc distance of 31.19 feet to a point on a line parallel with and 82.00 feet Westerly, measured at right angles from the Easterly line of said Section 2;
Thence North 0 degrees 10 minutes 42 seconds East along said parallel line, 859.84 feet;
Thence at right angles North 89 degrees 49 minutes 18 seconds West 928.44 feet;
Thence at right angles South 00 degrees 10 minutes 42 seconds West parallel with the East line of said Section 2; 991.14 feet to a point on the North right of way line of Eighth Street, as shown by map of st)bdivision of Section 11, as per plat recorded in Book 9 of Maps, Page 10, Records of Riverside County;
Thence Sout
North right
tangent cur
Street;
Thence curvi
central angl
of 241.51 fe
89 degrees 44 minutes 30 seconds East along the
f way line of said Eighth Street, 136.96 feet to a
e, as established by said realignment of Eighth
g to the left with a radius of 960.00 feet through a
of 14 degrees 24 minutes 50 seconds an arc distance
t;
Thence North 75 degrees 50 minutes 40 seconds East 177.79 feet to a tangent cu ve;
Thence curvi
a central an
g to the right with a radius of 1040.00 feet through
le of 13 degrees 41 minutes 40 seconds, an arc
Preliminary Report - Schedule A
Gatew4 Title Company, e96S00ount Vernon Ave
coiewtV92324
714-R16_ZA,A,1

p
Gateway Order No.: 410-4930127-492 Reference No.: BANNING

EXHIBIT A
distance of 248.57 feet;
Thence North 89 degrees 32 minutes 20 seconds East 114.62 feet to the point of beginning.

Also except from said land all of those portions lying within the public roads and highways adjoining said land known as Eighth Street and Highland Springs Avenue.

Preliminary Report - Schedule A
Gateway Title Companyage9,#749ut$2Nount Vernon Ave
Colton, CA 92324
71d -A25 -1f61

0 0
EXHIBIT "B"

MAP OF PROPERTY

0 DEUTSCH PROPERTY

SPECIFIC P ,I AN
BEAUMONT, G LIFORNIAPage 589 of 1627

0 0
EXHIBIT "C"

TITLE REPORT SHOWING OWNERSHIP INTERESTS IN THE PROPERTY •

Preliminary Report
Order No. 4104930127-492
Title officer: Dwight Helmer
Policy(ies) conte�plated:

Preliminary Title Report

THE DEUTSCH COMPANY
STE. 600
2444 WILSHIRE' BLVD.

SANTA MONICA 'CA 90403
ATTN: BILL HOLLER
Date : March 11, 1991 at 7:30 A.M.

GATEWAY TITLE COMPANY
Our No.: 4104930127-492
Your Ref: BANNING

SCHEDULE A
The estate or interest in the land described or referred to in this schedule covered by this report is:
a fee
Title to the said estate or interest at the date hereof is vested in:

Aleisian Fa , a Partnership composed of Walter Scholtz, Mark Scholtz, Alex Deutsch, Lester Deutsch, Carl Deutsch, Ray Tissue, Ben Weingart, Robert Cumi , Philip E. Holzman, Edward Jones, and Philip E. Holzman as trustee f r David Deutsch;
Highland F
appear of r
herein exce
Quarter of
Deutsch, as
Section 35;
a California General Partnership, as their interest
rd, as to all of those portions described in Exhibit "A" ing therefrom the South one half of the Northeast one
id Section 35; subject to the spousal interest of Betty U. o the North one half of the Southeast one quarter of said Banning Farms, a California General
half of the Northeast one Quarter of
Partnership, as to the South one
said Section 35.

The land referred to in this report is situated in the State of California, County of Riverside, and is described as follows:

DESCRIPTION CONTAINED IN "EXHIBIT A"
attached hereto and made a part hereof.

Gateway
Preliminary R -. rt - Schedule A
Title Company Rages 93buth1 ieZnt Vernon Avenue
Colton, CA 92324

Gateway Order No.: 4104930127-492

EXHIBIT A
Reference No.: BANNING
PARCEL 1:

Section 35, Township 2 South, Range 1 West, San Bernardino Base and Meridian, in the County of Riverside, State of California.

EXCEPT the North one-half of the Northeast One Quarter thereof; Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian.

EXCEPT the Southeast One Quarter thereof.

Said land is also known as follows:

Lots 1 to 32, inclusive, and Lots 41 to 112, inclusive, of Orchard Heights Tract, in the County of Riverside, State of California, as shown by map on file in Book 10 Page 2 of Maps, Riverside County Records;
EXCEPT from Lots 1, 2 and 3 the Northerly 30 feet thereof granted to the County of Riverside, to be used as a public highway by deed recorded June 10, 1926 in Book 675 Page 467 of Deeds, Riverside County Records;
ALSO EXCEPT from Lot 4 an easement over the Northerly 10 feet thereof for public highway.

ALSO EXCEPT from said land all of those portions lying within the public roads and highways adjoining said land known as Brookside Avenue, Cherry Avenue, Orchard Heights Avenue, Seventeenth Street, Eighth Street and Highland Springs Avenue.

PARCEL 2:

The Southeast One Quarter of Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian.

EXCEPT therefrom the following described land, as conveyed to Trangniew, Inc., by instrument recorded May 01, 1972 as Instrument No. 55762, and more particularly described as follows:

Commencing at the Southeast corner of said Section 2, said point being marked by a brass stamped "Section Corner Sections 1, 2, 11 and 12";
Thence South 89 degrees 32 minutes 20 seconds West along the realigned centerline of Eighth Street (80 feet wide) as shown on Deed Plat No. 746-888 on file in the office of the county surveyor of Riverside County, California, a distance of 101.29 feet; Thence at right angles North 00 degrees 27 minutes 40 seconds West 40.00 feet to the true point of beginning.

Preliminary Report - Schedule A
Gateway Title Company PalnadehliMint Vernon Avenue
Colton, CA 92324
71 A_R'G_if.K1

Gateway Order No.: 4104930127-492 Reference No.: BANNING

EXHIBIT A
Thence continuing North 00 degrees 27 minutes 40 seconds West 4.00 feet to a point on a curve;
Thence curving to the left from an initial tangent that bears North 89 degrees 32 minutes 20 seconds East with a radius of 20.00 feet throughja central angle of 89 degrees 21 minutes 34 seconds, an arc distance of 31.19 feet to a point on a line parallel with and 82.00 feet Westerly, measured at right angles from the Easterly line of said Section 2;
Thence at right angles North 89 degrees 49 minutes 18 seconds West 928.44 feet;'
Thence at ri ht angles South 00 degrees 10 minutes 42 seconds West parallel wit the East line of said Section 2, 991.14 feet to a point on the North right of way line of Eighth Street, as shown by map of subdi ision of Section 11, as per plat recorded in Book 9 of Maps, Pa 10, Records of San Bernardino County;
Thence South 89 degrees 44 minutes 30 seconds East along the North.right of way line of said Eighth Street, 136.96 feet to a tangent curve, as established by said realignment of Eighth Street;
Thence curving to the left with a radius of 960.00 feet through a central angle of 14 degrees 24 minutes 50 seconds an arc distance of 241.51 feet;
Thence North 75 degrees 50 minutes 40 seconds East 177.79 feet to a tangent curve;
Thence curving. to the right with a radius of 1040.00 feet through a central angle of 13 degrees 41 minutes 40 seconds, a arc distance of 248.57 feet;
Thence North 89 degrees 32 minutes 20 seconds East 114.62 feet to the point of beginning.

ALSO EXCEPT from said land all of those portions lying within the public road and highways adjoining said land known as Eighth Street and Highland Springs Avenue.

PARCEL 3:

Those portions lying within Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, more particularly described as follows:

Lots 1, 2, 3, 4, 5, 6 and 7 in Block 1 of subdivision of Section 11, Township 3 South, Range 1 West, San Bernardino Base and Meridian, as shown by map on file in Book 9 Page 10 of Maps, Riverside County Records.

Preliminary Report - Schedule A
Gateway Title CoppanyPeg93993cOMMOUnt Vernon Avenue
Colton, CA 92324

o Q
Gateway Order No.: 4104930127-492 Reference No.: BANNING

EXHIBIT A
EXCEPT therefrom the following described land as conveyed to Trangniew, Inc., by instrument recorded Nay 01, 1972 as Instrument No. 55762, and more particularly described as follows:

Commencing at the Southeast corner of said Section 2, said point being marked by a brass disk stamped "Section Corner Sections 1, 2, 11 and 12",;
Thence South 89 degrees 32 minutes 20 seconds West along the realigned centerline of Eighth Street (80 feet wide) as shown by Deed Plat No. 746-888 on file in the Office of the County Surveyor of Riverside County, California, a distance of 101.29 feet; Thence at right angles North 00 degrees 27 minutes 40 seconds West

40.00 feet to the true point of beginning;
Thence continuing North 00 degrees 27 minutes 40 seconds West

4.00 feet to a point on a curve;
Thence curvi g to the left from an initial tangent that bears North 89 deg ees 32 minutes 20 seconds East with a radius of 20.00 feet through a central angle of 89 degrees 21 minutes 38 seconds, an arc distaOce of 31.19 feet to a point on a line parallel with and 82.00 feet Westerly, measured at right angles from the Easterly line of said Section 2;
Thence North 0 degrees 10 minutes 42 seconds East along said parallel line, 859.84 feet;
Thence at right angles North 89 degrees 49 minutes 18 seconds West 928.44 feet;
Thence at right angles South 00 degrees 10 minutes 42 seconds West parallel with the East line of said Section 2; 991.14 feet to a point on the North right of way line of Eighth Street, as shown by map of subdivision of Section 11, as per plat recorded in Book 9 of Naps, Page 10, Records of Riverside County;
Thence South 89 degrees 44 minutes 30 seconds East along the North right of way line of said Eighth Street, 136.96 feet to a tangent curve, as established by said realignment of Eighth Street;
Thence curving to the left with a radius of 960.00 feet through a central angle of 14 degrees 24 minutes 50 seconds an arc distance of 241.51 feet;
Thence North 75 degrees 50 minutes 40 seconds East 177.79 feet to a tangent curve;
Thence curving to the right with a radius of 1040.00 feet through a central angle of 13 degrees 41 minutes 40 seconds, an arc Preliminary Report - Schedule A
Gateway iTitle Company paifflgSPRONdMPPnt Vernon Avenue Colton, CA 92324
71A_Oln-lAf1

Gateway Order No.: 4104930127-492 Reference No.: BANNING

EXHIBIT A
distance of ;48.57 feet;
Thence North 89 degrees 32 minutes 20 seconds East 114.62 feet to the point of beginning.

Also except from said land all of those portions lying within the public road* and highways adjoining said land known as Eighth Street and Highland Springs -Avenue.

Preliminary Report - Schedule A
Gateway Title Company-Pa93OH6uth18dffnt Vernon Avenue
Colton, CA 92324
'71A O'fC *CC1

Preliminary Report

SCHEDULE B

GATEWAY TITLE COMPANY
Order No. 410493027-492
At the date hereof Exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy form would be as follows:

1. Property taxes, including any assessments collected with taxes, to be levied for the fiscal year 1991-1992, which are a lien not yet payable.

2. Property taxes, including any personal property taxes, and any assessments Collected with taxes, for the fiscal year 1990-1991:

First installment Amount: $1,705.85
Penalty:

Current status:

Second installment
Amount:

Penalty:

Current status:

Homeowners exemption: --NONE--
Code area: 056-004
Assessors Parcel No.: 406-170-005-7
Paid
$1,705.85
Paid
The above matter affects The West 1/2 of the South 1/2 of the Southeast 114 of Section 35

3. Property taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 1990-1991:

First installment Amount:

Penalty:

Current status:

Second installment
Amount:

Penalty:

Current status:

Homeowners ( tion: --NONE--
area: 056-004
Assessors Parcel No.: 406-170-007-9
$350.95
Paid
$350.95
Paid
The above matter affects The South 1/2 of the Northeast 1/2 of Section 35 Preliminary Report - Schedule B
F40159641627
Gateway, Title Company - 930 South Mount Vernon Avenue
a A• I POW "feet

SCHEDULE B
Preliminary Report
Order No. 4104930127-492

GATEWAY TITLE COMPANY

4. Property taxes, including any personal property taxes, and assessments collected with taxes, for the fiscal year 1990-1991:

First installment
Second installment
Homeowners exemption:

Code area:

Assessors Parcel No.:

Amount:

Penalty:

Current status:

Amount:

Penalty:

Current status:
--NONE--
056-004
406-170-008-0
The above matter affects The North 1/2 of
35 $342.92
Paid
$342.92
Paid
any
the Southeast 1/4 of Section

5. Property taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 1990-1991:

First installment $4,590.25
Paid
Second installment Amount: $4,590.25
Penalty:

Current status: Paid
Amount:

Penalty:

Current status:

Homeowners exemption: --NONE--
Code area: 056-004
Assessors Parcel No.: 419-020-017-8
The above matter affects The West 1/2 and the Northeast 1/4 of Section 2 6. Property taxes, including any personal property taxes, and assessmentslcollected with taxes, for the fiscal year 1990-1991:

First installment
Second installment
Amount:

Penalty:

Current status:

Amount:

Penalty:

Current status:

Homeowners exemption: --NONE--
Code area: 056-004
Assessors Parcel No.: 419-020-018-9
$1,533.81
Paid
$1,533.81
Paid
any
Preliminary Report ep- Schedule B
Gateway Title Company P 9'30 South 1627
nVernon Avenue
DiltareiAe /'n..n$t.f * 71 L_A')S-7tfA►1

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492
The above matter affects The above item affects: Parcels 2 and 3 herein described in Exhibit "A"

7. The lien of supplemental taxes, if any, assessed according to provisions of the statutes of 1983 of the State of California.

8. An easement in favor of the public for any public roads now existing on said property.

9. An easement, affecting lots 44, 48, 52, 56, 60, 64, 72, 80, 88 and 96 in Parcel 1 for road 20 feet wide off and along the East side of Section 35, Township 2 South, Range 1 West, and Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian, granted to the County of Riverside by deed recorded March 21, 1900 in Book 147 Page 3 of Deeds, Riverside County Records.

10. A right of way, affecting a portion of Parcel 1 herein described, for pipe line over lots 1 to 64, inclusive, lots 69 to 72, inclusive, lots 77 to 82, inclusive, lots 85 to 90, inclusive, lots 93 to 96, inclusive, as reserved in the deed from the Riverside Abstract Company, recorded April 01, 1913 in Book 371 Page 177 of Deeds.

11. The right of the public to the use of streets as shown on the map of Orchard Heights Tract, as shown by map on file in Book 10 Page 2 of Maps, River�ide County Records.

Said rights affect a portion of Parcel 1 subject to the effect of a revocation of dedication recorded November 24, 1947 in Book 872 Page 561 of of Official Records purporting to revoke any and all dedications of the following streets: Lots H, G, F, E, D, C, B, A, J, R, L, M, N and more coOmonly known as 9th, llth, 12th, 13th, 14th, 15th, 16th and that portion of 17th Street, which is delineated on the map of Orchard Heights Tract.

12. An easement for utilities, affecting Parcel 1, granted to Southern Sierras Power Company, as referred to in United States Patent recorded December 01, 1919 in Book 8 Page 40 of Patents, Riverside County Records, to which record reference is hereby made for further particulars.

13. An easement, affecting Parcel 2 for public highway and public utility purposes over the Easterly rectangular 40 feet of the herein described property, as granted to the County of Riverside by Deed recorded December 15, 1936 in Book 305 Page 464 of Official Records.

Preliminary Report - Schedule B
Gateway Title Company - 0 Soutfl mount Vernon Avenue
Riveraido ernmty * 711-825-3661

a o

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492

14. An easement affecting Parcel 1, for public highways and public utility purposes over the Easterly 20 feet of Lots 52, 56, 60, 64, 72, 80, 88 and 96 herein described, granted to the County of Riverside by Deed recorded March 24, 1937 in Book 317 Page 331 of Official Records.

15. An easementaffecting a portion of Parcel 1, for public highway and flood control purposes over a portion of Lot 1 herein described, granted to the County of Riverside by deed recorded October 17, 1939 in Book 435 Page 376 of Official Records, described as follows:

Beginning at the Northwesterly corner of said Lot 1;
Thence South along the Westerly line of said Lot, 10 feet for the point of beginning;
Thence South along the Westerly line of said Lot, 10 feet for the point of beginning;
Thence Sout along the Westerly line of said Lot, 33 feet; Thence in a Northeasterly direction to a point which is 40 feet Easterly Of the point of beginning and 10 feet Southerly of the Northerly line of said Lot 1;
Thence Westerly, 40 feet to the point of beginning.

16. An easement, affecting a portion of Parcel 1, for storm drain, 30 feet wide, over Lots 110 and 111 herein described, granted to the County of Riverside by Deed recorded October 27, 1943 in Book 604 Page 154 of Official Records. The center line of said easement is described as follows:

Beginning at a point on the South line of Orchard Heights Tract, as shown by Map on file in Book 10 Page 2 of Maps, Riverside County Records, from which point the Southwest corner of Section 2, Township 3 South, Range 1 West bears North 88 degrees 38 minutes West, 1731.42 feet;
Thence Weterly along a curve, concave to the South having a central angle of 22 degrees 20 minutes and a radius of 200 feet; Thence along said curve 77.96 feet, the radial line at the beginning of said curve bears South 23 degrees 52 minutes West;
Thence North 88 degrees 38 minutes West, 682.0 feet along a line parallel to and 15 feet Northerly measured at right angles from the Southerly line of said Lots 110 and 111. The right of way lines of the Easterly end of this description are to be prolonged or shortened so that they will end on the Southerly line of said Lot 111. The title to said right of way is now vested of record in Riverside County Flood Control and Water Conservation District.

Preliminary Report - Schedule B
PaQ 99 }}4�1 27
Gateway Title Company - 930 South Mount Vernon Avenue
a .94II nnr 1I I. i

SCHEDULE B
Preliminary Report
Order No. 4104930127-492

GATEWAY TITLE COMPANY

17. Permanent and exclusive easements and rights of way, affecting a portion of Parcel 1, in, under, over and across Lots 25 to 28, inclusive, L$ts 29 to 32, inclusive, Lots 61 to 64, inclusive, and Lots 70 to 72, ,inclusive herein described, granted to the Southern California Edison Company, Ltd., by Deed recorded November 10, 1945 in Book 704 Page 453 of Official Records. Said easement is described as follows:

A strip of land 300 feet wide, the Southerly and Northerly boundary lines of which are parallel with and respectively 100 feet Southerly and 200 feet Northerly from a line described as follows:

Beginning at a point in the center line of Glen Eyrie Street, as now established, 80 feet wide, along the East line of said Lot 72, which point is South 0 degrees 07 minutes 12 seconds East, 249.35 feet, measured along said center line from the intersection of said center line with the Easterly prolongation of the center line of Lot "L" (14th Street) as shown on the map of Orchard Heights Tract;
Thence from said point of beginning North 89 degrees 58 minutes 32 seconds West, 283.92 feet;
Thence North 74 degrees 39 minutes 55 seconds West, 2578.60 feet; Thence North 82 degrees 48 minutes 25 seconds West 2501.58 feet, more or less, to a point in the West line of Lot "P" as shown on said map, said West line being also the East line of the Southeast Quarter of Section 34, Township 2 South, Range 1 West, San Bernardino Base and Meridian, said last mentioned point being North 00 degrees 20 minutes 55 seconds 'East, 751.37 feet, measured along said East line from a inch iron p pe in concrete set for the Southeast corner of said Section 34, said 1st measured point being South '00 degrees 20 minutes 55 seconds Wes 1883.43 feet, more or less, for a concrete pipe set for the Bast Qu rter corner of said Section 34.

18. A right of way, affecting a portion of Parcel 1, for pipe line, 16.50 feet wide, for transportation of gas, over, under and along a portion of Lots 29, 65 to 68, inclusive, 75 to 80, inclusive, 87, 88, Lot "P" (Cherry Avenue), Lot "R" (Orchard Heights Avenue), Lot "D" (14th Street), Lot "H" (13th Street), and Glen Eyrie Street, map of Orchard Heights Tract herein described, granted to Southern California Gas Company, a corporation and Southern Counties Gas Company of California by Deed filed for record under Torrens Title as Instrument No. 846 on September 5, 1950, last certificate no. 403. The center line of said right of way is described as follows:

Beginning at the Northwest corner of Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian;
Thence North 0 degrees 20 minutes 55 seconds East, along the Westerly line of Section 35, Township 2 South, Range 1 West, San Bernardino Base and Meridian, 40 feet to the point of beginning;
Preliminary Report - Schedule B
P
Gateway Title Company - 0 Sou Nount Vernon Avenue
Afiroraivic retunty * 71 L-R2S-1AA1

Q o

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492
Thence North 89 degrees 54 minutes 26 seconds East, 77.28 feet; Thence South 47 degrees 13 minutes 49 seconds East, 152.06 feet; Thence South 75 degrees 42 minutes 34 seconds East, 5232.05 feet to a point in he Easterly line of said Section 2. The side lines of said right of wa shall be prolonged or shortened so as to terminate in said Westerly li a of Section 35 and said masterly line of Section 2.

19. An easement,; affecting a portion of Parcel 1, for Flood Control and Water Conservation purposes, 30 feet wide, over Lots 109, 110 and 111 herein desc abed, granted to the Riverside County Flood Control and Water Cons rvation District, by deed recorded August 18, 1954 in Book 1620 Page 5 3 of Official Records. The center line of said right of way is descri as follows:

Beginning at a point on the South line of the said Orchard Tract, from which point the Southwest corner of Section 2, Township 3 South, Range 1 West, San Bernardino Base and Meridian, as shown by said map bears North 88 degrees 38 minutes West, 1731.42 feet;
Thence Westerly along a curve concave to the South, having a central angle of 221degrees 20 minutes and a radius of 200 feet; Thence along said curve, 77.96 feet; the radial line at the beginning of said curie bears South 23 degrees 42 minutes West;
Thence North 86 degrees 38 minutes West, 1523.13 feet;
Thence alon
through an
feet to the
land are to
Lot 109 and
the arc of a 150 foot radius curve, concave to•the North, angle of 49 degrees 48 minutes feet, a distance of 130.38 Westerly line of Lot 109. The side linen of said strip of be shortened or extended so as to end on the West line of the South line of Lot 111.

20. A petition filed April 14, 1960 in the office of the county clerk of Riverside County, Case No. 71851, Superior Court, wherein it is sought to exclude Parcels 1, 2 and 5 herein described, from subdivision, under the provisions of the Subdivision Land Exclusion Law (Business and Professions Code, Sections 11700-11709), application thereof for said petition being made by Aleisian Farms, a Partnership.

An order of exclusion recorded June 09, 1960 as Instrument No. 51499 in Book 2710 at page 462 of Official Records; the exclusion map recorded June 09, 1960 as Instrument No. 51500 in Book 2711 at page 84 of Official Records.

Preliminary Report - Schedule B
P.'� :"I i01 di 1627
Gateways Title Company - 0 South Mount Vernon Avenue
Rivprairip (minty * 711-R2S-3661

SCHEDULE B
Preliminary Report
Order No. 4104930127-492

21. A pending court action as disclosed by a recorded notice.

Plaintiff:

Defendant:

County:

Court:

Case No.:

Nature of Action:

Recorded:

GATEWAY TITLE COMPANY
California Electric Power Company, a corporation
Aleisian Farms, A Partnership, et. al.

Riverside
Superior Court
22698
To acquire various rights of way and easements
August 30, 1960 as Instrument No. 76497

22. Basement, and incidents thereto,
In Favor of:
ecorded, Official Records:

Series/Instrument No.:

Purpose:

Affects:

Riverside County Flood Control and Water
Conservation District
December 6, 1972
161550
For the construction, operation and maintenance
of drainage facilities
Portions of said land
Reference is hereby made to said instrument for further particulars

23. The terms, conditions and restrictions set forth in that certain Land Conservation Contract
Dated:

Executed by:

Recorded:

January 1, 1973
Aleisian Farms a General Partnership and the
County of Riverside
January 30, 1973 as Instrument No. 12634

24. The terms conditions and restrictions set forth in that certain Land Conservation Contract
Dated:

Executed by:

Recorded:

January 1, 1973
Aleisian Farms a General Partnership and The
County of Riverside
January 30, 1973 as Instrument No. 12635
Notice of non -renewal of said contract was recorded October 28, 1981 as Instrument No. 203479.

Preliminary Report - Schedule B
PaMil02 01627Gateway Title Company - 930 South Mount Vernon Avenue • •.l . e. r 'Seel

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492

25. The terms, conditions and restrictions set forth in that certain Land Conservation Contract
Dated:

Executed by:

Recorded:

January 1, 1973
Tragniew Inc. a California corporation and The
County of Riveside
April 23, 1973 as Instrument No. 51451
Notice of Non -Renewal of said contract was recorded
October 28, 1981 as Instrument No. 203480

26. The terms conditions and restrictions set forth in that certain Land Conservation Contract
Dated: January 1, 1982
Executed by: Aleisian Farms and The County of Riverside Recorded: March 01, 1982 as Instrument No. 34806

27. The fact that said land is included within a project area of Redevelopment Agency shown below, and that proceedings for redevelopment of said project have been instituted under redevelopment law (such redevelopment to proceed only after adoption of the redevelopment plan) as disclosed by a document. the
the
the
the
Redevelopment Agency: Beaumont Project Area
Recorded: December 16, 1982 as Instrument No. 217749,
Official Records.

The above matter affects a portion of the land described herein and other land.

28. We will rA Q4ire a STATEMENT OF INFORMATION from ALL PARTIES INCLUDING GENERAL PARTNERS OF ALL THE VARIOUS PARTNERSHIPS in order to complete this report, based on the effect of documents, proceedings, liens, decrees, or other matters which do not specifically describe said land, but which, if any do exist, may affect the title or impose liens or encumbrances thereon. (TO BE SUBMITTED A MINIMUM OF SEVEN DAYS PRIOR TO THE CLOSE OF SAID TRANSACTION).

Preliminary Report - Schedule B
P.4!I,J03c81627
Gateway Title Company - 9 0 South Mount Vernon Avenue
R i vorc i io (`r►,,nty * 714-R2 c-3661

o 0
SCHEDULE 8
Preliminary Repot GATEWAY TITLE COMPANY
Order No. 410493)127-492

29. If title is to be insured from the Partnerships then the General Partners, comprised of Trusts, Gateway will require a copy of the trust instrument creating such trust, and all amendments thereto, together with a written verification by all present trustees that the copy is a true and correct copy of the trust, as it may have been amended, that it is in full force and effect and that it has not been revoked or terminated.

30. The requir
vestee
Corporatio
NOTE: The
this title
insurance
nt that a statement of partnership be recorded for the
below, as provided in Section 15010.5 California
Code.

Vestee: Banning Farms
harge for a policy of title insurance, if issued through rder, will be based on the basic (not short-term) title r te.

Preliminary Report - Schedule B
Gateway Title Company P•� Diu ig t Vernon Avenue
"
Rivorairlo /`minty * 71 L-A9S_1AA1

0 0

SCHEDULE B
Preliminary Report GATEWAY TITLE COMPANY
Order No. 4104930127-492
NOTE: "Any funds to be disbursed by Gateway Title Company will be disbursed in compliance with Section 12413.1 of the California Insurance Code. A cashier's, teller's or certified check will have next day availability after deposit. All other local checks will have two (2) day availability after deposit. Non -local checks will have five (5) day availability after deposit. Funds received too late in the day for same day deposit will require one (1) additional day before they are available for disbursement.

THE DEPOSIT OF A CASHIER'S, TELLER'S OR CERTIFIED CHECK, OR ELECTRONIC

TRANSFER OF FUNDS WILL EXPEDITE THE DISBURSEMENT OF FUNDS AND THE CLOSE OF THIS TRANSACTION."
WIRING INSTRUCTIONS FOR GATEWAY TITLE COMPANY:

Bank: WELLS FARGO BANK
2323 North Broadway
Santa Ana, California 92706
Credit: Gateway Title Company
Sub -Escrow Account
No. 4602-092827
ABA No.: 121000248
Very important: Please reference our TITLE ORDER NUMBER and or TITLE OFFICER'S NAME.

Please notify your title officer in advance of your intention to wire funds so we ' may alert our respective departments. Any additional information concerning wire transfers can be obtained from your title officer.

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Plats enclosed