Beaumont City Council
February 18, 2025

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designed so as to allocate and assess all properties benefitting from the Through Streets, as and when such properties develop, with a fair share of the costs, including interest on moneys advanced, associated with the Through Streets based upon the City traffic indices and the City polices and procedures adopted, concurrently or subsequent to the adoption of the City Program and provide for reimbursement to properties charged or assessed in amount in excess of its fair share costa

4.1.4 Off -Site Streets. The Owner shall construct or otherwise cause to be constructed off site streets in accordance with the Development Plan and the standards and specifications of the City and other agencies having jurisdiction. The City shall use its best efforts to assist the Owner in obtaining all necessary agency approvals associated with improving off site streets. In the event the other agencies having jurisdiction or any other jurisdiction, requires the Owner to construct any off site street improvements, then the City shall use its best effort to assist the Owner in obtaining reimbursement from such agencies, or other potentially responsible or benefitted parties, of those costs, including interest on moneys advanced, associated with acquiring the right-of-way and constructing improvements related to the off -site streets.

4.2 Sewer Service.

4.2.1 Generally. The City agrees to use its best efforts to provide public financing mechanisms to construct and operate wastewater collection, treatment and disposal facilities sufficient to collect, treat, and dispose of all sewage and wastewater generated in connection with the Project ("Sewer Service"). The Sewer Service facilities to be constructed and operated by the City to serve the Project shall be constructed in accordance with the City Program. The Owner shall be responsible for the cost of constructing and dedicating to the City those Sewer Service facilities necessary to serve the Project at such time as its Development requires such facilities. The Owner acknowledges that the availability of Sewer Service facilities is contingent upon the Owner's participation in the funding of Sewer Service facilities as determined by the City to be the Owner's fair share cost as determined by an area of benefit analysis defined in Section 4.2.2 of this Agreement and as set forth in this Agreement.

4.2.2 Sewer Benefit District. The City agrees to use its best efforts to form and implement a Sewer Benefit District (SBD) for the purpose of allocating to and imposing assessments or fees upon other properties which benefit from the costs incurred by the Owner in constructing Sewer Service facilities. The SBD shall provide for (i) the allocation of costs, fees and assessments to all affected parties based upon City engineering criteria and an area of benefit analysis and (ii) the reimbursement of any amounts paid on behalf of any parcel, including interest on moneys advanced, in excess of the benefit received, in the form of fee credits, redemption of bonds secured by such parcel or cash payment. The SBD shall be established in conjunction with the City Program.

4.2.3 "Will Serve" Commitment by City. The City will use its best efforts to serve the Project with Sewer Service in accordance with the development phasing MTHRT.7
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schedule of the Development Plan, and subject to City regulations, policies and procedures related to the issuance of sewer connection permits and this Agreement.

4.2.4 Schedule. The Sewer Service facilities funded by the CFD shall be completed by City in accordance with the City Program and in compliance with the schedule set forth in Exhibit "F" attached hereto and incorporated herein by reference. If, by reason of events or circumstances outside the reasonable control of City, City is unable to comply with the schedule set forth in Exhibit "F", then City may give notice to Owner of the need for such reasonable delays as are required as a result of such events or circumstances and City shall then diligently proceed with the completion of the Sewer Service in accordance with the adjusted schedule.

4.2.5 Priority Wastewater Treatment Plant Capacity Rights. By reason of the Owner's payment and City collection of sewer connection fees applicable at the time of issuance of a building permit, or by participation in the sale of CFD 1993A bonds secured by Improvement Area No. 5 to construct wastewater treatment plant capacity, the Owner shall receive an entitlement to sewer service for the number of units so paid or financed. This entitlement shall be calculated as the total of the Owner and/or Improvement Area No. 5 funded wastewater treatment plant facilities divided by the amount of the City sewer connection fee on (i) the date the sewer connection permits are issued or (ii) the date on which the bonds are sold to fund expansion of the wastewater treatment plant. Sewer Service is to be provided out of the expanded wastewater treatment plant to serve the Project. The City guarantees that this number of units of wastewater treatment plant capacity so paid or financed shall be reserved and, upon completion of the wastewater treatment plant expansion, available to the Owner without further payment. If Owner's participation in the CFD with respect to the funding of the expansion of the wastewater treatment plant takes the form of a cash contribution to the CFD rather than utilizing a special tax lien on the Property to secure repayment of CFD bonds. then Owner shall have the right to assign Owner's sewage treatment plant capacity rights to any other CFD participant, provided that City shall have the first right of refusal to purchase such capacity rights from Owner on the same terms and conditions agreed to between Owner and such CFD participant. If such sewer capacity was funded by the CFD, then City shall permit Owner to purchase capacity from other Improvement Areas of the CFD and/or the City if the owner of the Improvement Area land is a willing seller and such purchase conforms to the requirements of this Section. Such purchase shall be facilitated by City in a manner to be approved by bond counsel, which may include, among other mechanisms, a purchase by City and resale to Owner of the capacity from the selling Improvement Area, along with a reallocation of the infrastructure line item budget for the selling Improvement Area.

4.2.6 Package Sewage Treatment Plant. In the event that the City is unable to provide wastewater treatment plant capacity to the Owner for any phase of the Development of the Project, then the Owner may elect to pay in cash or privately finance the construction of a permitted package wastewater treatment plant to receive, treat, reclaim and discharge wastewater generated by the Project. The initial minimum treatment and disposal capacity of the package wastewater treatment plant is 150,000 gallons per day. The City BMTHRT.7
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agrees to use its best efforts to assist the Owner in obtaining any necessary permits or public agency approvals for permitting construction and certification of the package wastewater treatment plant. The City shall maintain and operate the package wastewater treatment plant and shall establish a separate budget and financing system for performing its obligations of operation and maintenance with respect to the package wastewater treatment plant. The Owner agrees to pay all costs associated with the design, permitting, and construction of the package wastewater treatment plant, and of removing the package wastewater treatment plant when it is mutually agreed upon between the City and the Owner that the plant is no longer necessary for providing Sewer Service to the Property, or any portion thereof. Owner and City may decommission and/or sell the package wastewater treatment plant or sublease unused treatment capacity within the package wastewater treatment plant to other developments within the City as mutually agreed upon by the Owner and the City. The City shall have the right to approve any such sublease, but such approval shall not be unreasonably withheld. The City shall have a right of first refusal to purchase and/or sublease any capacity and shall be entitled to collect reasonable sewer service charges to pay for the City costs to operate and maintain the package wastewater treatment plant. The decision of the Owner to support and finance a package wastewater treatment plant shall not operate as a waiver of any claims the Owner may have against the City by reason of City's failure to provide wastewater treatment plant capacity to the Project. The City will cooperate to permit occupancy in January 1995, including support of alternate methods of disposal in accordance with City's policies and requirements.

4.2.7 Gravity and Force Mains. The Owner has agreed to pay, on a pro rata basis, CFD costs to fund a Master Sewer Plan which may require the construction of major gravity and force main sewer lines, and a sewage lift station within the Property. The major sewer lines may convey sewage from properties tributary thereto to a major sewage lift station and ultimately to a wastewater treatment plant owned and operated by the City. (a) The City shall cause the major gravity and force main pipelines within the Property to be designed and constructed in accordance with the City Program; provided, however, that such design and construction shall not unreasonably burden the Development of the Property as contemplated by this Agreement. Prior to the commencement of any construction by the City pursuant to said plans for such facilities, the City shall submit such plans to the Owner for the Owner's approval. The Owner agrees to not unreasonably withhold its approval of said plans and the City agrees to make such changes in the design of such facilities as may be reasonably requested by the Owner which do not substantially increase the cost of construction of such facilities within the Property. (b) The City shall cause the Sewer Service facilities located within the Property to be designed, whenever feasible, by the City to permit the Owner to make service lateral connections to the collector mains at locations reasonably appropriate for the Development of the Project. The cost of such service lateral connections shall be paid by the Owner, including as necessary, the construction of manholes, wyes and appurtenances in appropriate locations. The Owner shall be responsible for the prompt payment of said actual incremental costs so as to not unreasonably delay construction of the Sewer Service facilities.

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The Owner and the City agree to cooperate and coordinate with each other in connection with the design and construction of the service lateral connection facilities within the collector mains.
(c) Sewer Service facilities may be located in right-of-way traversing the Property on alignments which generally correspond to the Development Plan, but which may be precisely determined by the City, or as otherwise agreed to by Owner.

The Owner agrees to grant in fee to the City, at no cost to the City, any land which the Owner owns on the Effective Date necessary to construct the Sewer Service facilities. If additional right-of-way or easements are necessary within the Property to accommodate the Sewer Service facilities required for the development of adjacent properties in CFD 93-1, and such additional right-of-way adversely impacts the design or building densities of the Project as set forth in the Development Plan, then the Owner shall grant the right-of-way contemplated by this subsection and the City shall create a fee credit for the benefit of the Owner equal to the fair market value of the land acquired for the right-of-way as of the time the right-of-way is granted to the City. This credit may be used by the Owner as an offset against any fees, charges, or payments required to be made by the Owner to the City in connection with the development of the Project, excepting therefrom sewer connection fees.

The granting of the Owner's land and the City fee credit to create the right-of-way above shall be done on the basis of appraised fair market value which shall be established by the Owner paying and the City retaining an independent MAI qualified appraiser which is reasonably acceptable to Owner and the City to determine the appraised fair market value of the land being granted for the right-of-way. In the event either the City or the Owner find the appraised value rendered by the first appraiser unacceptable, then either or both of them may elect to retain and pay another MAI qualified appraiser to appraise the right-of-way being granted to the City, and the appraised value determined by the first appraiser and the appraised value determined by the subsequent appraiser or appraisers retained by the City or the Owner shall be averaged in order to determine the value of the fee credits and the right- of-way being granted.

4.2.8 Ma'or Lift Station. Pursuant to the City Program, the City may construct from funds provided by benefiting land owners as determined pursuant to Section

4.2.2 of this Agreement, a major lift station for the purpose of pumping wastewater from areas tributary to the major lift station to a City wastewater treatment plant. The City shall locate the major lift station in such a way as to assure the Owner that the major lift station will not impose conditions, constraints, or limitations (such as noise impacts, odor impacts, public safety impacts, architectural impacts, or similar impacts) upon the Property which might interfere with the Owner's Development of the Property pursuant to this Agreement.

The City shall submit to the Owner the architectural plans for the structural components of the major lift station in order to give the Owner an opportunity to review and approve the architectural aspects of the structure. The Owner agrees it will not unreasonably withhold its approval of the architectural components of the major lift station. The Owner may reasonably require that the major lift station be appropriately screened and landscaped in order to mitigate impacts upon the Property and the cost of such landscaping shall be paid by benefiting landowners. If it is necessary to locate the major lift station on the Property, then BMTI{RT.7
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the land necessary to construct and maintain the major lift station shall be granted by the Owner to the City. The Owner shall, in all events, receive credits as described in Section

4.2.7(c) for the fair market value of the Property granted for the construction of the major lift station in the event the Property granted materially adversely impacts the design or building densities of the Project as set forth in the Development Plan.

4.8 4.3 Water Service. The City agrees that it will use its best efforts to cause the Project to be served with potable water for residential, industrial, commercial and municipal uses. Such service shall be facilitated by the City Program in accordance with the General Plan and the Cooperative Water Agreements between the City and the Beaumont - Cherry Valley Water District and among the City, the Beaumont- Cherry Valley Water District and the San Gorgonio Pass Water Agency.

4.3.1 Owner's Well on the Property. The City acknowledges that the Owner has a domestic water well ("Well") located on the Property. It is the Owner's intention to make economic use of the Well in connection with the Project. The City agrees to cooperate with Owner in Owner's efforts to make economic use of the Well and, to that end, shall cooperate with the Owner in the Owner's efforts to make water from the Well available at competitive rates to users within the Project, users outside the Project, or users within the Beaumont -Cherry Valley Water District municipal water system.

4.4 Other Utilities. The Owner shall have the right to establish its own cable television or satellite earth station and/or television communications systems or enter into a contract with another franchised and/or non -franchised cable television operator for service to the Property at the Owner's sole election and in accordance with City, state and federal laws related to the operation of cable television in the City. Electric service and telephone service may be provided to the Project by public utilities providing such service generally in the area. Electrical and telephone service within the Project shall be installed underground unless conditions make underground installation unreasonable, uneconomical, or impractical as mutually determined by the City and the Owner. Temporary overhead electric and telephone lines shall be permitted within the Project in order to facilitate phased construction of the Project.

4.5 Drainage Facilities. The Parties acknowledge the necessity of constructing and/or improving drainage facilities needed for the Development of the Project in accordance with the Development Plan. The City and the Owner shall use their best efforts to coordinate the drainage facility improvements with adjacent property owners and all public agencies which have jurisdiction over the construction and/or improvement of drainage facilities needed for the Development of the Project in accordance with the Development Plan.

4.6 CFD Implementation and Participation. The City and the Owner shall use their best efforts to establish the CFD and issue the bonds pursuant thereto in accordance with the formation documents of the CFD and the City Program. Provided that the CFD complies with the terms and conditions set forth in Exhibit "E" or future formation BMTI-ERT.7
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documents, the Owner shall participate in the formation of the CFD and shall cooperate in causing the Property to be encumbered by a lien securing payment of the special tax necessary to support repayment of the Series 1993 A Bonds or subsequently approved bonded indebtedness of the CFD authorized by the Owner and approved by the City, as limited by the terms of the Bond Sale Limitation Agreement by and between the City and the Owner..

4.7 Fee Credits. Fee Credits shall be available to the Owner in the amounts, for the term and in the order listed below:
(a) In consideration of the Owner's participation in the CFD funding of the City Program, including the payment of CFD issuance, formation and facility master plan costs, and upon the issuance of the CFD Series 1993 A bonds and for a period of ten (10) years thereafter, Owner shall be entitled to a credit against BSFF fees attributable to the Project at the time payment of such fees would be due, calculated as an amount equal to the 1994-95 and 1995-96 fiscal years' CFD scheduled debt service payments attributable to Undeveloped Property, based on an assumed issuance date of November 1, 1993, and available incrementally for the corresponding period if Owner is not delinquent in the payment of its special taxes. If Owner elects to pay the amount of the special tax lien attributable to its Property for the Series 1993A bonds in full prior to sale, the credit shall be similarly calculated as if the Series 1993A special tax bonds for its Property had been issued on November 1, 1993. The credit may be used only to offset BSFF fees imposed at the time of issuance of building permits; provided, however, that if the City discontinues imposition of the BSFF, or adopts a new fee in lieu thereof, then this credit may be applied against any successor fees imposed by the City for the same purpose in connection with the issuance of building permits for the Project.
(b) In anticipation of entering into this Agreement and in anticipation of the City implementing a public financing program to facilitate the construction of the public facilities contemplated by the City Program, the Owner has advanced to the City the sum of One Hundred Eighty -Seven Thousand, Three Hundred Twenty and 94/100 Dollars ($187,320.94) ("Advanced Funds"). The Advanced Funds were used by the City in connection with the design of the facilities and the formation of the CFD. The Owner is therefore entitled to a credit against BSFF fees, or successor or additional fees for the same purpose, attributable to the Project up to the amount of the Advanced Funds, to be taken at the time of the issuance of building permits for the Project, for the full period of this Agreement. The parties acknowledge, however, that this credit is available only as an offset against BSFF fees, or successor or additional fees for the same purpose, attributable to the Project as they become due and may not be fully recoverable in the event no fees are due.

Such credit may only be applied in the event that all credits due under Section 4.7(a) of the Agreement have been taken or have expired. As full consideration for the Advanced Funds fee credit, the Owner agrees to release and hold harmless the City from all claims and causes of action resulting from or arising out of the previous Sewer Agreement and the proceedings related to formation of Assessment District No. 92-1, applicable only to those owners which were parties to that previous Sewer Agreement.

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4.8 Financing Generally of Public Improvements. In addition to specific obligations with respect to the financing of public improvements as set forth in this Agreement and the City Program, the City and the Owner agree, whenever feasible as determined in the sole discretion of the City, to facilitate and utilizing various methods of public finance for the construction of the public streets, wastewater treatment and wastewater reclamation facilities, storm drains, and other public improvements and infrastructure located within the Project or required to serve the Project. It is contemplated that the Owner and the City will consider various public financing programs, including tax-exempt Iease-purchase, the formation of community facility districts, formation of assessment districts through the Municipal Improvement Act of 1913 and the Improvement Bond Act of 1915. the issuance of Industrial Development Bonds, the formation of maintenance districts and the formation of Benefit Districts.

The City shall use its best efforts to adopt ordinances and/or resolutions providing for the collection of mitigation fees for the construction of sewer facilities, storm drains, street improvements, and other infrastructure facilities which serve the Project and other developments within the City, which ordinances or resolutions shall provide for the collection of mitigation fees with respect to property which receives the benefits of the various public facilities, and reimbursement to other properties which have paid or been assessed for the acquisition and construction necessary to complete the various improvements in excess of a proportionate share based upon the fair assessment of the relative benefits of the various properties as set forth in the City Program. Such ordinances and/or resolutions shall further provide that when the reimbursement to properties participating in the bond program occurs in accordance with the City Program, then such reimbursement shall be used by the City (i) to retire any outstanding assessments or bonded indebtedness imposed upon the properties which initially financed the public improvements for which the mitigation fees are being paid or (ii) pay in cash to the Owner if such facilities costs were paid by the Owner in cash.

The City further agrees to cooperate with the Owner and any school districts serving the Project in reaching acceptable mitigation and reimbursement agreements with respect to the amount of school impact mitigation fees and, when appropriate, the waiver of school impact mitigation fees for Development of the Project which does not impact school facilities, as determined by the Beaumont Unified School District. The City shall not unlawfully impose assessments, special taxes, or similar financial burdens upon the Property.

4.9 Timing of Public Facilities to be Provided by Owner. To the extent this Agreement or the Development Plan require Owner to provide public facilities by, for example, dedicating land or constructing a public improvement, Owner shall not be obligated to provide the required public facilities until such time as Development takes place within the Project which necessitates provision of the public facilities as set forth in the Development Plan. It is understood that Development within the Project will take place incrementally and over several years as set forth in the Development Plan. Therefore, it is understood and agreed that the public facilities to be provided by Owner will be provided incrementally and over a period of years in coordination with the actual Development of the Property.

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4.10 Subdivision Security. Owner shall be relieved from the requirement for posting subdivision security, including payment and performance bonds, for any and all infrastructure improvements for which construction funding is provided by sales of bonds of Improvement Area No. 5 of CFD 93-1. In the event that Owner has posted subdivision security prior to the sale of such CFD bonds then Owner shall be entitled to the immediate release of such subdivision security upon receipt of CFD bond proceeds intended for the bonded facilities.

4.11 No Cross-CoIIateralization. City has informed Owner that it intends to sell and deliver bonds of the CFD pursuant to provisions of the Marks -Roos Local Bond Pooling Act of 1985, Government Code § 6584, et seq. City agrees that no special taxes shall be levied on the Property within Improvement Area No. 5 to (i) replenish a bond reserve fund applicable to bonds of any other Improvement Area of the CFD, (ii) provide any funds to secure against the default or possible default of debt service payments to bondholders of any other Improvement Area of the CFD, or (iii) provide any other benefit for any Improvement Area in the CFD save and except for the benefit of Improvement Area No. 5.

However, the reserve fund established for the bonds of the Marks -Roos Local Bond Pool shall be available to cover delinquencies in any Improvement Area, notwithstanding the restriction on replenishment thereof.

In the event the City does not finance any of the required public infrastructure improvements in the City Program through a public financing mechanism, the City shall cooperate with the Owner in obtaining the necessary permits for such improvements and entering into owner participation agreements and/or reimbursement agreements, as appropriate, to facilitate the construction and funding of the improvements and the repayment of Owner on a fair -share basis based on a benefit analysis from payments received from other benefiting owners.

5. REVIEW FOR COMPLIANCE.

5.1 Periodic Review. The City Planning Director shall review this Agreement annually, within a period of ninety (90) days following the anniversary of the Effective Date, in order to ascertain the good faith compliance by the Owner with the terms of the Agreement. The Owner agrees to pay the City for administrative and legal costs which are reasonable, customary and related to such review; provided that the charge to Owner for each annual review shall not exceed $800, while the land is undeveloped, or $2,000, once development has commenced, both fees adjusted for 1995 and subsequent years based on the increase in the Engineering News -Record Cost Index for Los Angeles over its value on January 1, 1994.

5.2 Special Review. The City Council or the City Planning Commission may order a special review of compliance with this Agreement at any time at no cost to Owner. The City Planning Director shall conduct such special reviews.

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5.3 Procedure.
(a) During either a periodic review or a special review, the Owner shall be required to demonstrate good faith compliance with the terms of this Agreement.

The burden of proof on this issue shall be on the Owner. (b) Upon completion of a periodic review or a special review, the City Planning Director shall submit a report to the City Council setting forth the evidence concerning good faith compliance by the Owner with the terms of this Agreement and shall present the recommended finding on that issue in writing. (c) If the City Council finds on the basis of substantial evidence that the Owner has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded.
(d) If the City Council makes a preliminary finding that the Owner may not have complied in good faith with the terms and conditions of this Agreement, including failure to pay CFD special taxes in a timely manner, the City Council shall commence proceedings as provided in Section 5.4 and Section 5.5. Notice of possible default as provided under Section 6.4 of this Agreement shall be given to Owner prior to or concurrent with, proceedings under Section 5.4 and Section 5.5.

5.4 Proceedings Upon Modification or Termination. If, upon a finding under Section 5.3, the City determines to proceed with modification or termination of this Agreement, the City shall give written notice to the Owner of its intention to do so. The notice shall be given at least thirty (30) calendar days prior to the scheduled hearing and shall contain:
(a) The time and place of the hearing;
(b) A statement as to whether or not City proposes to terminate or to modify the Agreement; and,
(c) Such other information as is reasonably necessary to inform Owner of the nature of proceeding.

5.5 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, the Owner shall be given an opportunity to be heard. The Owner shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on the Owner. If the City Council finds, based upon substantial evidence that the Owner has not complied in good faith with the Agreement, and that the decision of the City Council is in the best interest of the City, then pursuant to authority of Government Code Section 65865.1 the City Council may extend, terminate or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the City and the participants of CFD No.

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93-1, subject to first complying with the requirement of Section 6.3 hereof. The decision of the City Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure.

5.6 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the Owner is found to be in compliance with this Agreement, the City shall, upon request by the Owner, issue a Certificate of Agreement Compliance ("Certificate") to the Owner stating that after the most recent periodic or special review and based upon the information known or made known to the City Planning Director and the City Council that (i) this Agreement remains in effect and (ii) the Owner is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a periodic or special review and shall state the anticipated date of commencement of the next periodic review. The Owner may record the Certificate with the County Recorder.

Whether or not the Certificate is relied upon by assignees or other transferees or The Owner, the City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Planning Director or the City Council.

6. DEFAULT AND REMEDIES.

6.1 Remedies in General. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement.

6.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance is a particularly appropriate remedy for the enforcement of this Agreement and should be available to all parties. Due to the size. nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implemented, and the Owner or the City may be foreclosed from other choices related.to the Development of the Property or portions thereof, in accordance with the Development Plan and the City Program. The Owner and the City have 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 significant time and resources with respect to the Development of 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 the Owner or the City for such efforts.

6.3 Suspension of Agreement for Default of Owner. The City may suspend Owner's rights under this Agreement for any failure of the Owner to perform any material duty or obligation of the Owner under this Agreement or to pay CFD special taxes in a timely manner or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default"); provided, however, the City may suspend this Agreement pursuant to this Section only after providing written notice to the Owner of the default setting forth the nature BVITHRT.7
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of the default and the actions. if any, required by the Owner to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time. has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default.

6.4 Termination of Agreement for Default of City. The Owner may terminate this Agreement only in the event of a default by the City in the performance of a material term of this Agreement and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default.

7. THIRD PARTY LITIGATION.

7.1 General Plan Litigation. The City has determined that this Agreement is consistent with its General Plan and that the General Plan meets all requirements of law.

The Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this Agreement for any failure of the City to perform under this Agreement or the inability of the Owner to develop the Property in accordance with the Development Plan as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law.

7.2 Third Party Litigation Concerning Agreement. The Owner shall defend. at its expense, including attorneys' fees, indemnify, and hold harmless the City, its agents, officers, employees and subcontractors or independent contractors from any claim, action or proceeding against the City, its agents, officers, or employees to attack. set aside. void, or annul the approval, enforcement or operation of this Agreement. The City shall promptly notify the Owner of any such claim, action or proceeding, and the City shall cooperate in the defense. If the City within sixty (60) days of being so notified of any claim, action or proceeding fails to notify the Owner of any such claim, action or proceeding, or if the City fails to cooperate in the defense, the Owner shall not thereafter be responsible to defend, indemnify, or hold harmless the City. The City may in its sole discretion participate in the defense of any such claim, action or proceeding.

7.3 Indemnity. In addition to the provisions of 7.2 above, the Owner shall indemnify and hold the City, its agents, officers, employees, subcontractors and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of the Owner, its agents, officers, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (Owner's employees included) or any other element of damage of any kind or nature, relating to or in any way connected with BNITERT.7
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or arising from Owner's acts or omissions related to the Development of the Property, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements save and except claims for damages arising through the active negligence or willful misconduct of the City. The Owner shall defend, at its expense, including attorneys' fees, the City, its agents, agents, employees, subcontractors and independent contractors in legal action based upon such alleged acts or omissions. The City may in its discretion participate in the defense of any such legal action.

7.4 Environmental Assurances. The Owner shall indemnify and hold the City, its agents, officers. employees. subcontractors and independent contractors free and harmless from any liability, based or asserted, upon any act or omission of Owner, its agents, officers, employees, subcontractors, predecessors in interest, successors, assivns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and the Owner shall defend, at its expense, including attorneys' fees, the City, its agents, officers, employees, subcontractors and independent subcontracts in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such action.

7.5 Reservation of Rights. With respect to Sections 7.2, 7.3 and 7.4 herein, the City reserves the right to either (i) approve the attorney(s) which the Owner selects, hires or otherwise engages to defend the City hereunder, which approval shall not be unreasonably withheld, or (ii) if the Owner fails to provide such defense to the City, conduct its own defense, provided, however, that the Owner shall reimburse the City forthwith for any and all reasonable expenses incurred for such defense, including reasonable attorneys' fees, upon billing and accounting therefor.

7.6 Survival. The provisions of this Section 7.I through 7.6, inclusive, shall survive the termination of this Agreement.

8. MORTGAGEE PROTECTION.

The parties hereto agree that this Agreement shall not prevent or limit the Owner, in any manner, at the Owner's sole discretion, from encumbering the Property or any portion thereof or any private improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. The City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with the Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights privileges:

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(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from the City of any default by the Owner in the performance of the Owner's obligations under this Agreement.
(c) If the City timely receives a request from a Mortgagee requesting a copy of any notice of default given to the Owner under the terms of this Agreement, the City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to the Owner. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement.

9. MISCELLANEOUS PROVISIONS.

9.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the County Recorder by the Clerk of the City within the period required by Section 65868.5 of the Government Code.

9.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties. and there are no oral or written representations. understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

9.3 Severabilitv. If any term. provision, covenant 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 perform taking into consideration the purposes of this Agreement.

9.4 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. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

BMTH T.7
28

9.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

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

9.7 Obligations Run With the Land. If at any time during the term of this Agreement, an ownership interest in the Property is transferred to another entity, (i) any obligation under this Agreement which relates to or depends on the area of land owned shall be apportioned to the underlying ownership interest (by area of land) as though the successor owner had been an original party to this Agreement and (ii) all obligations which are not subject to apportionment shall additionally become an obligation of such successor owner.

Notwithstanding the foregoing, no Owner of a single lot which has been finally subdivided and sold to such Owner as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement.

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

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

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

9.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party's control, (including the party's employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party's control. If any such events shall occur, the term of this Agreement and the time for Performance by either party of any of its obligation hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years.

9.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefitted thereby of the covenants to be performed thereunder by such benefitted party.

BMTHRL7
29

4:30x9,

9.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to Development of the Property: (i) is for the benefit of and is a burden upon every portion of the Property; (ii) runs with the Property and each portion thereof; and, (iii) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof.

9.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument.

9.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Riverside, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

9.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the Development of the Project is a private undertaking, that 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 the City and the Owner is that of a government entity regulating the development of private property and the owner of such property.

9.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplate hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the _other party shall promptly execute, with acknowledgment of affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement.

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

9.19 Agent for Service of Process. In the event the Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, the Owner shall file with the City Planning Director, upon its execution of this Agreement, a designation of a natural person residing in the State BMTHRT.7
30

Osss
of California, giving his or her name, resident and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon the Owner. If for any reason service of such process upon such agent is not feasible, then in such event the Owner may be personally served with such process out of the County of Riverside, State of California and such service shall constitute valid service upon the Owner. The Owner is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests hereto.

9.20 Authority to Execute. The person or persons executing this Agreement on behalf of the Owner warrants and represents that he/they have the authority to execute this Agreement on behalf of his/their corporation, partnership or business entity and warrants and represents that he/they has/have authority to bind the Owner to the performances of its obligations hereunder.

BMTI RT.7
31

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.

CITY: CITY OF BEAUMONT
OWNER:

By:

Mayor, C Beaumont
Attest:

City C City of Beaumont

HEARTLAND BEAUMONT CALIFORNIA
L.T.D.
/mot /«..../ Gr���
By:

BMTHRT. 7
32

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State of
County of
1 DATE
}
before me,
NAME. TITLE OF OFFICER - E.G., "JANE DOE. NOTARY PUBLIC' personally appeared

NAME(S) OF SIGNER(S)
❑ personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.

WITNESS my hand and official seal.

THIS CERTIFICATE MUST BE ATTACHED TO
THE DOCUMENT DESCRIBED AT RIGHT:

I1
Though the data requested here is not required by law,
it could prevent fraudulent reattachment of this form.

SIGNATURE OF NOTARY

OPTIONAL SECTION

TITLE OR 'TYPE OF DOCUMENT

NUMBER OF PAGES
mom OPlIUNAL Jtt,ttun +..G

CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to
fill in the data below, doing so may prove
invaluable to persons relying on the document

Q INDIVIDUAL
Ei CORPORATE OFFICER(S)

TITLE(S)
PARTNER(S) El LIMITED
El GENERAL

ATTORNEY -IN -FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER:

SIGNER IS REPRESENTING:

NAME OF PERSON(S) OR ENTRY(IES)

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
i
'A(
at,ioa9 NATIONAI NOTARY ASSOCIATION • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park,. CA 91309-71

FORNIA ALL-PURPOSE ACKNOWLEDGMENT
ti�.•-,�`aSSS�v`•51ti�'����tititi�ti����ti�t�t��+S"�`•a5`•���ti��ti»»tiy�� State of k,)J a>411-1
County of t-- I iN
On 11
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DATE 1
personally appeared m
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before me, PA f 4 -r Q l)t I t;
NAME, TITLE Of OFFICER - E.G., -JANE DOE. NOTARY PUBLIC' 1� tv,.ki�
personally known to me - OR

NAME(S) OF SIGNER(S)
- ❑ proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.

WITNESS my hand and official seal.

SIGNATURE OF TARY
3 CERTIFICATE MUST BE ATTACHED TO
triE DOCUMENT DESCRIBED AT RIGHT:

Though the data requested here is not required by law,
It could prevent fraudulent reatachment of this form.

OPTIONAL SECTION
No. 515.
mom OPTIONAL SECTION

CAPACITY CLAIMED BY SIGNER
Though statute rfc»s not require the Notary to
till in the data below, doing so may prove
invaluable to persons relying on the rk ,jment.
0 INDIVIDUAL
Ei CORPORATE OFFICER(S)

TITLE(S)
PARTNER(S) El LIMITED

E GENERAL

O ATTORNEY -IN -FACT
[� TRUSTEE(S)

O GUARDIAN/CONSERVATOR
OTHER:

C4V'cr .t� p �iC•�c
lAr ILhte-
SIGNER IS REPRESENTING:

NAME OF PERSONS) OR ENITTY(IES)

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
01992 NA t NOTARY ASSOCIATION • 8236 Remmet Ave., P.O_ Box 718.4 • Canoga Park, CA 91309-71b

EXHIBIT "A"
Legal Description of Property

CFD 93-1

I,FGAL DESCRIPTION FOR

HEARTLAND CALIFORNIA BEAUMONT LIMITED PARTNERSHIP
IMPROVEMENT AREA NO. 5
APN 414-110-018
THAT PORTION OF LOT 7, OF SECTION 6, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, WHICH IS WITHIN THE FOLLOWING DESCRIBED PARCEL:

COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 6;
THENCE SOUTH 00° 00' 15" EAST, A DISTANCE OF 4498.96 FEET TO

THE SOUTH LINE OF THE LAND CONVEYED TO MARY CORDEIRO BY DEED RECORDED SEPTEMBER 18, 1974 AS INSTRUMENT NO. 120470, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA;
THENCE ALONG SAID SOUTH LINE NORTH 88° 36' 23" WEST, A
DISTANCE OF 4131.73 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID SOUTH LINE NORTH 88° 36' 23" WEST, A DISTANCE OF 880.00 FEET;
THENCE ALONG SAID SOUTH LINE NORTH 64° 00' 41" WEST, A
DISTANCE OF 299.00 FEET TO THE WEST LINE OF SECTION 6;
THENCE ALONG SAID WEST LINE NORTH 00° 08' 55" WEST, A DISTANCE OF 465.00 FEET;
THENCE NORTH 83° 55' 20" EAST, A DISTANCE OF 650.00 FEET; THENCE SOUTH 54° 07' 32" EAST, A DISTANCE OF 625.00 FEET; THENCE SOUTH 00° 33' 00" WEST, A DISTANCE OF 320.00 FEET TO THE TRUE POINT OF BEGINNING.

APN 414-110-020

BEGINNING AT THE SOUTHEASTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED AS "THENCE SOUTH 64° 05' 00" EAST, 299.00 FEET," IN DEED TO MARY CORDEIRO RECORDED SEPTEMBER 18, 1974 AS
INSTRUMENT NO. 120470, OFFICIAL RECORDS OF SAID COUNTY;

THENCE ALONG THE SOUTHERLY BOUNDARY OF SAID CORDEIRO PARCEL SOUTH 88° 39' 33" EAST, 5012.15 FEET TO THE EAST LINE OF SAID SECTION 6;

tltv`+v��j�
CFD 93-1
Heartland California Beaumont L.P.

Improvement Area No. 5

APN 414-110-020
THENCE ALONG SAID EAST LINE, SOUTH 00° 14' 42" EAST, 146.99 FEET TO A POINT WHICH IS NORTH 00° 14' 42" WEST, 133.04 FEET FROM A THREE-QUARTER (3/4) INCH IRON PIPE AS SHOWN BY RECORD OF SURVEY IN BOOK 17 OF RECORDS OF SURVEY, PAGE 21, IN THE

RIVERSIDE COUNTY RECORDER'S OFFICE, MARKING THE SOUTHEAST CORNER OF SAID SECTION 6;
THENCE NORTH 89° 21' 30: WEST, 638.34 FEET TO A TANGENT CURVE CONCAVE SOUTH HAVING A RADIUS OF 2200.00 FEET;

THENCE WESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF
15° 17' 30" A DISTANCE OF 587.16 FEET;
THENCE SOUTH 75° 21' 00" WEST, 754.82 FEET TO A TANGENT CURVE CONCAVE NORTH HAVING A RADIUS OF 2827.00 FEET;

THENCE WESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF
15° 27' 30" A DISTANCE OF 762.72 FEET;
THENCE NORTH 89° 11' 30" WEST, 816.26 FEET TO A NON -TANGENT CURVE CONCAVE NORTHERLY, HAVING A RADIUS OF 2000.00 FEET;

THENCE NORTHWESTERLY ALONG SAID CURVE FROM A TANGENT BEARING OF NORTH 87° 47' 31" EAST, THROUGH AN ANGLF OF 28° 05' 07" A DISTANCE OF 980.36 FEET;
THENCE NORTH 64° 07' 22" WEST, 476.14 FEET;
THENCE NORTH 30° 12' 59" WEST, 222.95 FEET TO THE POINT OF BEGINNING.

SUBJECT TO THE RESERVATION OF SOUTHERN CALIFORNIA EDISON COMPANY RECORDED SEPTEMBER 20, 1970 AS INSTRUMENT NO. 93335, OFFICIAL RECORDS OF SAID COUNTY.

THERE SHALL BE NO ABUTTERS RIGHTS OF ACCESS APPURTENANT TO THE

ABOVE -DESCRIBED REAL PROPERTY IN AND TO THE ADJACENT STATE FREEWAY.

THE ABOVE -DESCRIBED REAL PROPERTY IS LANDLOCKED AND WITHOUT

ANY DIRECT ACCESS TO THE FREEWAY OR TO ANY PUBLIC OR PRIVATE ROAD. THE STATE OF CALIFORNIA IS WITHOUT OBLIGATION OR
LIABILITY TO PROVIDE ACCESS TO THE SAID REAL PROPERTY.

CFD 93-1
Heartland California Beaumont L.P.

Improvement Area No. S

APN 414-110-014 and 414-110-016
PARCEL 1
GOVERNMENT LOT 6 IN FRACTIONAL SECTION 6, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF

BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.

EXCEPT THAT PORTION DESCRIBED IN DEED TO THE CITY OF BEAUMONT, A MUNICIPAL CORPORATION RECORDED MAY 31, 1984 AS INSTRUMENT NO. 116461 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.

APN 414-100-006
PARCEL 2
THAT PORTION OF GOVERNMENT LOT 5 AND THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 6, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, IN

THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF

CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, LYING

SOUTHERLY OF THE SOUTHERLY LINE OF THE SOUTHERN PACIFIC RAILROAD RIGHT OF WAY;

EXCEPT THAT PORTION THEREOF DESCRIBED IN DEED TO THE COUNTY OF RIVERSIDE RECORDED MAY 5, 1905 IN BOOK 202, PAGE 54 OF DEEDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.

APN 414-110-003 (A Portion
PARCEL 3

THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER, ALL IN
FRACTIONAL SECTION 6, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN

BERNARDINO MERIDIAN, IN THE CITY OF BEAUMONT, COUNTY OF

RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.

EXHIBIT "B"
Map Showing Property and Its Location

HEA. LAND
CFD 93-1 IMPROVEMENT AREA NO. 5
36 y_.

LZ9I- JO 69L e6ed
I
6 31
32 SOUTHERN

PACIFIC
l 1 JO.55'
3 5
SAN 77MA 7E0 RD.

RAILROAD
5 T3 5
912 .99'
414-100--00
414-110-003
14-110-020
816.26'
2 414-100-00
414-110-012
75482'
2169.44'
414-100-004
414-110-004
60 6J8. J4'
8 7
6 81W
8 HIGHWAY'
T

43089!
CFD 93-1
Heartland California Beaumont L.P.

Improvement Area No. S

APN 414-100-005 AND 414-110-003 (A Portion)
PARCEL 4

THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER AND

THE NORTH HALF OF THE SOUTHEAST QUARTER LYING SOUTHERLY OF THE

SOUTHERLY LINE OF THE SOUTHERN PACIFIC RAILROAD RIGHT OF WAY

AND WESTERLY OF THE LINE DESCRIBED BELOW, ALL IN FRACTIONAL SECTION 6, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO

MERIDIAN, IN THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.

BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 6, WHICH SAID POINT IS 1,545.56 FEET WESTERLY, MEASURED ON SAID SOUTHERLY LINE FROM THE EAST LINE OF SAID SECTION;

THENCE NORTHERLY, TO A POINT ON THE SOUTHERLY LINE OF SAID

RAILROAD RIGHT OF WAY REFERRED TO ABOVE, WHICH POINT IS 1,539.60 FEET WESTERLY, MEASURED ON SAID RIGHT OF WAY, FROM THE EASTERLY LINE OF SAID SECTION.

APN 414-100-004 and 414-110-004
PARCEL 5

THAT PORTION OF THE NORTH HALF OF THE SOUTHEAST QUARTER AND

THE SOUTH HALF OF THE NORTHEAST QUARTER LYING SOUTHERLY OF THE

SOUTHERLY LINE OF THE SOUTHERN PACIFIC RAILROAD RIGHT OF WAY

AND EASTERLY OF THE LINE DESCRIBED BELOW, IN FRACTIONAL SECTION 6, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO

MERIDIAN, IN THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.

BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 6, WHICH SAID POINT IS 1,545./56 FEET WESTERLY, MEASURED ON SAID SOUTHERLY LINE, FROM THE EAST LINE OF SAID SECTION;

THENCE NORTHERLY TO A POINT ON THE SOUTHERLY LINE OF SAID

RAILROAD RIGHT OF WAY REFERRED TO ABOVE, WHICH SAID POINT IS 1,539.60 FEET WESTERLY, MEASURED ON SAID RIGHT OF WAY FROM THE EASTERLY LINE OF SAID SECTION.

430898
Section 14, This Resolution shall take effect immediately upon its adoption.

MOVED, PASSED AND ADOPTED this 2 9th day of June , 1993 by the following vote:

Aye: Council Member Brey, McLaughlin, Parrott, Russo and Mayor Leja.

NOES: None.

ABSTAIN: None.

ABSENT: None.

ATTEST:
of the City of Beaumont

CERTIFICATION
The foregoing is certified to be a true copy of Resolution No. 1993- 14 duly adopted by the said City Council of the City of Beaumont on the date herein set forth. 4

CFD 93-1
Heartland California Beaumont L.P.

Improvement Area No. S -

APN 414-110-012
PARCEL 6
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 6, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, IN

THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF

CALIFORNIA, AS PER ACCORDING TO THE OFFICIAL PLAT THEREOF, LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE;
BEGINNING ON THE WEST LINE OF SAID SECTION 6, DISTANT ON SAID WEST LINE NORTH 00° 13' 14" WEST, 1,035.04 FEET FROM A 3 INCH

IRON PIPE AND BRASS CAP MARKING THE SOUTHWEST CORNER OF SAID SECTION 6;
THENCE SOUTH 64° 05' 00" EAST, 299.00 FEET;
THENCE SOUTH 88° 39' 33" EAST, 5,012.15 FEET TO THE EAST LINE OF SAID SECTION 6, DISTANT ON SAID EAST LINE NORTH 00* 14' 42" WEST, 280.03 FEET FROM A THREE QUARTER INCH IRON PIPE, AS SHOWN BY MAP ON FILE IN BOOK 17, PAGE 21 OF MAPS, RECORDS OF

RIVERSIDE COUNTY, CALIFORNIA, MARKING THE SOUTHEAST CORNER OF SAID SECTION 6;

EXCEPT THAT PORTION DESCRIBED IN DEED TO THE CITY OF BEAUMONT, A MUNICIPAL CORPORATION , DATED MARCH 7, 1984 AS INSTRUMENT NO. 116462 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.

CONTAINS 420.39 ACRES, MORE OR LESS.

EXHIBIT "C"
Existing Development Approvals

Exhibit "C"
Existing Development Approvals
► General Plan Designation of Specific Plan as part of Beaumont General Plan Update, February 1993

443Oa. s
EXHIBIT "D"
Existing Land Use Regulations

Exhibit "D"
Existing Land Use Regulations
► Beaumont General Plan
► Beaumont Municipal Code
► Heartland Beaumont Specific Plan (Subsequent to approval by the City Council)

JSSS
EXHIBIT "E"
CFD Resolutions of Formation

RESOLUTION NO. 1993-13

RESOLUTION OF THE CITY OF BEAUMONT ESTABLISHING COMMUNITY FACILITIES 'DISTRICT NO. 93-1, CREATING SEPARATE IMPROVEMENT AREAS THEREIN (INCLUDING CERTAIN TERRITORY REFERENCED IN RESOLUTION NO. 1993- 24 WHICH WAS TO BE ANNEXED TO COMMUNITY FACILITIES DISTRICT NO. 93-1),

PROVIDING FOR A SPECIAL TAX WITHIN EACH IMPROVEMENT AREA TO PAY FOR CERTAIN PUBLIC FACILITIES AND CALLING A SPECIAL I'1-PCTION WITHIN EACH

IMPROVEMENT AREA TO SUBMIT TO THE QUALIFIED ELECTORS OF EACH

IMPROVEMENT AREA THE QUESTION OF LEVYING SUCH SPECIAL TAX AND

ESTABLISHING AN APPROPRIATIONS LIMIT FOR THE COMMUNITY FACILITIES

DISTRICT, DESIGNATING THE CITY CLERK OF THE CITY AS THE ELECTION

OFFICIAL
WHEREAS. the City Council (the "City CounciI") of the City of Beaumont, California ("the Gry") on February 22, 1993, duly adopted Resolution No. 1993-06 declaring its intention to establish "City of Beaumont Community Facilities District No. 93-1' (the "Community Facilities District"), including twelve separate improvement areas therein (each an "Improvement Area," and collectively, the "Improvement Areas") and to levy special taxes to pay for certain public facilities and services in and for the Community Facilities District under and pursuant to the terms and provisions of the 'Mello -Roos Community Facilities Act of I982" (the "Act'), being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California, and calling a public hearing on the question of the establishment of such Community Facilities District and the Improvement Areas therein; and WHEREAS, the City Council has heretofore on February 22, 1993, duly adopted Resolution No. 1993-07 declaring its intention to incur a bonded indebtedness with respect to each Improvement Area in the amounts set forth in Exhibit A to Resolution No. 1993-07 to finance certain public facilities as set forth in Exhibit B to Resolution No. 1993-06 (as more specifically enumerated herein, the "Facilities") which bonded indebtedness shall be secured by the levy of a special tax within the applicable Improvement Arca; and WHEREAS, prior to the time for such hearing, in accordance with said Resolution No. 1993-06, a report on such proposal entitled 'Public Report for Community Facilities District No. 93-1" and dated Apnl 12, 1993 was filed with the City Council and subsequent to April 12, 1993, said report has been revised to incorporate comments received in connection with the proceedings and a second report entitled "Public Report for Community Facilities District No. 93-1" and dated June I4, 1993 (said June 14, 1993 report being referred to herein as the 'Public Report"), and such Public Report was filed with the City Clerk of the City and is incorporated herein and made a part of the record of the hearing on said Resolution No. 1993-06 and Resolution No. 1993-07; and
WHEREAS, pursuant to Resolution No. 1993-06 and Resolution No 1993-07, a public hearing was held by the City Council on April 12, 1993, at the hour of 6:00 P.M. or as soon thereafter as the matter could be heard, at the regular meeting place of the City Council, 550 East Sixth Street, Beaumont, California 92223, at which hearing the Gry Council considered the establishment of the Community Facilities District, the establishment of the Improvement Areas, the type and extent of the proposed Facilities and services (as enumerated in Resolution No. 1993-06, the 'Services'), the proposed rate and method of apportionment of special tax in each Improvement Arca therein, the proposed appropriations limit therefor, the necessity for incurring bonded indebtedness to finance Facilities and all other matters as set forth in Resolution No. 1993-06 and Resolution No. 1993-07, and at the above -mentioned time and place for such public hearing, all persons interested. including all taxpayers, property owners and registered voters within each Improvement Arca within the Community Facilities District were given an opportunity to appear and be heard, and the testimony of all interested persons for or against the establishment of the Community Facilities District, the establishment of the Improvement Areas therein, the acquisition and construction of the Facilities, the provision of Services, the Icvy of the special tax within each respective Improvement Arca, the extent of the Community Facilities District, the establishment of an appropriations limit for the Community Facilities District, the necessity for incurring bonded indebtedness to finance the Facilities, and any other matters set forth in said Resolution No. 1993-06 and Resolution No. 1993-07, were heard; and
B►TR)R RES

430898
WHEREAS, said public hearing was continued to May 17, 1993, and subsequently thereafter, the Mar 17, 1993 meeting was not held and the public hearing was reconvened on June 14, 1993 It which time all of the foregoing matters were considered and the City Council at the conclusion of said hearing was fully advised in the premises, and was authorized to proceed as hereinafter provided; and
WHEREAS, on April 26, 1993, the City Council by Resolution No. 1993-24 declared its intention to annex certain territory to the Community Facilities District, to levy a special tax to pay for certain public facilities and services in and for such Community Facilities District and declaring its intention to issue bonds secured by thc special tax to finance certain facilities of such District and set June 14, 1993 at the regular meeting place of the Gty Council as the date, time and place for the public hearing relating to the annexation; and WHEREAS, thc Cry Council has received an amended map of the Community Facilities District and the Improvement Areas therein (the 'Amended Map") in the form attached hereto as Exhibit B, which incorporates the territory to be included in the Community Facilities District, including the area encompassed by Improvement Arca No. 6A and Improvement Area No. 6B as set forth in Resolution No. 1993-24, and does not increase the special tax to any remaining parcel within any Improvement Area; and
WHEREAS, the Gty Council has received an amended Rate and Method of Apportionment of Special Tax for each Improvement Area of the Community Facilities District (the "Amended Rate and Method of Apportionment of Special Taxes") in the form attached as Exhibit C to the revised Public Report presented on the date hereof, which reduces the special tax to be levied in certain categories and may result in some increases to the probable special tax to be paid by the owners of lots or parcels in Improvement Area Nos. 9, 10 and 1I; and WHEREAS, pursuant to Resolution No. 1993-24, a public hearing was held by the city Council on June 14, 1993, at the hour of 6.:00 P.M. or as soon thereafter as the matter could be heard, at the regular meeting place of the Gty Council, 550 East Sixth Street, Beaumont, California 92223, at which hearing the Gty Council considered the inclusion of the parcels referenced in Resolution No. 1993-24 within the Community Facilities District, the necessity for incurring bonded indebtedness to finance Facilities and all other matters as set forth in Resolution No. 1993-24, and at the above -mentioned time and place for such public hearing, all persons interested, including all taxpayers, property owners and registered voters within each Improvement Arca within the Community Facilities District and within the parcels to be included within the Community Facilities District were given an opportunity to appear and be heard, and the testimony of all interested persons for or against the inclusion of the parcels to Improvement Area No. 6B, the levy of the special tax in the parcels, the necessity to incur bonded indebtedness to finance the Facilities, and any other matters set forth in said Resolution No. I993-24 were heard; and
WHEREAS, on the basis of all of the foregoing, the Gty Council has determined at this time to proceed with the establishment of the Community Facilities District and the Improvement Areas therein as provided by said Resolution No. 1993-06 and as provided by Resolution No. 1993-24 encompassing the land arca shown on the Amended Map and to submit to the qualified electors of each Improvement Area the proposition in substantially the form attached hereto as Exhibit A, with appropriate changes to reflect the respective Improvement Areas therein, to authorize the levy of a special tax pursuant to the Amended Rate and Method of Apportionment of Special Tax for the respective Improvement Arca and to pay for the Facilities proposed to be provided for the Community Facilities District as initially described in Exhibit B to Resolution No. 1993-06 and as further described in Exhibit D hereto to eliminate Services therefrom and to further clarify the Facilities which may be provided; and WHEREAS, the Gty Council has determined, based on a Certificate of the Riverside County Registrar of Voters dated March 2, 1993, that there arc two registered voters residing in the Community Facilities District and that the qualified electors in each respective Improvement Arca arc thc owners of land within such Improvement Arca; and WHEREAS, the Gty Council has received the "Petition (including Consent and Waiver") or a Consent and Waiver of the owners of land within certain Improvement Areas waiving certain election requirements; and
WHEREAS, the City Council is fully advised in the premises;

BMTFORRES

2 43089S

NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT AS FOLLOWS:

Section 1. All of the above recitals arc true and correct. ,Section 2, The Cry Council, acting as the legislative body of the Community Facilities District, hereby approves and adopts said Resolution No. 1993-06, notice of which was published and mailed prior to the public hearing as required by law, and, except as otherwise provided herein, reconfirms all of its findings and determinations contained in said Resolution No. 1993-06, Resolution No. 1993-07 and Resolution No. 1993-24. The City Council hereby approves and adopts the respective Amended Rate and Method of Apportionment of Special Tax for each Improvement Arca and the manner of collection of the special tax as set forth in Exhibit C to the Public Report. To the extent required by Section 53325.1(a) of the Act, all of the information contained in Resolution No. 1993-06 is incorporated herein and made a part hereof.

Section 3, The city Council hereby approves and ratifies the Map filed by the Gty Clerk in the Office of the County Recorder of the County of Riverside as the boundaries of cach Improvement Area and the Community Facilities District, subject to modifications made at the time of adoption of this Resolution. In accordance with Section 3111 and 3113 of the California Streets and Highways Code, said map was recorded on March 9, 1993, in book 36, page 82 in the Book of Maps of Assessments and Community Facilities Districts in the County Recorder's Office of the County of Riverside and an amended map was recorded on May 6, 1993, in book 36, page 87 in the Book of Maps of Assessments and Community Facilities Districts in the County Recorder's Office of the County of Riverside. In accordance with Section 533255 of the Act, the Cty Council hereby approves the boundaries of the Community Facilities District as revised to incorporate parcel numbers 418-240-008, 418-250-005, and 419-260.004 as referenced in Resolution No. 1993-24 and as more particularly described in the Amended Map attached hereto as Exhibit B. The special tax in and for each Improvement Area shall be as set forth in the Amended Rate and Method of Apportionment of Special Tax and the boundaries of the Community Facilities District and each Improvement Area shall be as set forth in the Amended Map, both in the form incorporated herein and made a part hereof.

Section 4. The city Council finds and determines that written protests to the establishment of the Community Facilities District, each Improvement Area thereof (including the establishment of Improvement Area No. 6A and Improvement Area No. 6B as referenced in Resolution No. 1993-24), or the extent thereof, or to the acquisition, construction and installation of the Facilities, the type or extent of the Facilities or the Services, the levy of the special tax proposed to be 1. -vied in each Improvement Area arc insufficient in number and in amount under the Act to require abandonment of these proceedings, and the city Council hereby further orders and determines that all protests to the establishment of the Community Facilities District, the Improvement Areas thereof, or the extent thereof, or the type and extent of the Facilities, or the establishment of the appropriations limit, and the levy of the special tax proposed to be levied within each Improvement Arca arc hereby overruled and denied. The proposed special tax to be levied in each Improvement Area has not been precluded by majority protest pursuant to Section 53324 of the Act.

Section 5, Consistent with Section 53325 of the Act, the Cty Council hereby finds that the complexity of the proposed District and the need for public participation required additional time necessitating the continuation of the public hearing from April 12, 1993 to the date hereof. Furthermore, the exhibits to the Public Report contain reports that include brief analyses of the impact of modifications to the Rate and Method of Apportionment of Special Tax for Improvement Area Nos. 9, 10 and 11 and the special tax to be paid by the owners of lots or parcels in such Improvement Areas, and the Qty Council has received and considered such reports before adopting this Resolution.

Section 6. Consistent with Section 53325.6 of the Act, the Cty Council finds and determines that the land within each Improvement Arca, if any, devoted primarily w agricultural, timber or livestock uses and being used for the commercial production of agricultural, timber or livestock products will be benefitted by the Facilities proposed to be provided within the respective Improvement Areas.

Section 7. The City Council finds and determines that all prior proceedings had and taken by the City Council with respect to the formation of the Community Facilities District, including the designation of the Improvement Areas therein, arc valid and in conformity with the requirements of the Act, and the City Council determines to proceed to establish the Community Facilities District and the respective Improvement Areas. Accordingly, the City Council finds, "CrFCTRREi Page 770 of 1627
3 determines and orders that, consistent with Resolution No. 1993-06, the Community Facilities District and the Improvement Areas therein arc hereby formed under and pursuant to the terms and provisions of the Act, the boundaries of which arc as set forth on the Amended Map, filed with the City Clerk and to be filed in the Office of the County Recorder of thc County of Riverside pursuant to Section I3 hereof.

Section 8. A general description of the Facilities which the City Council is authorized by law to provide within each respective Improvement Arca is set forth in Exhibit D hereto, and thc City Council hereby finds and determines that such Facilities are nerrtsnry to meet present or increased demand placed upon the City as a result of existing or projected development within each Improvement Area. Thc City Council further finds and determines based on comments received in connection with the public hearing not to include Services within the authorization of these proceedings.

Section 9, Except where funds arc otherwise available, a special tax sufficient to pay for all the Facilities, including the payment of interest on and principal of bonds proposed to be issued to finance the Facilities and including the repayment of funds advanced to or on behalf of an Improvement Area or the Community Facilities District, annual administration expenses of the City and the Community Facilities District in determining, apportioning, levying and collecting such taxes, secured by recordation of a continuing lien against all non-exempt real property in each respective Improvement Area, will be levied annually within the boundaries each respective Improvement Area. For particulars as to the Amended Rate and Method of Apportionment of the Special Tax and the manner of collection of the Special tax for each Improvement Area, reference is made to Exhibit C of the Public Report which sets forth the rate and method of apportionment and the manner of collection of such special tax in sufficient detail to allow cach landowner or resident within each respective Improvement Arca to estimate the maximum amount that such person will have to pay for the Facilities.

Section 10, The City Council hereby declares that the question of levying a special tax within each Improvement Arca shall be submitted to the qualified electors within each such Improvement Arca, in accordance with and subject to the Act and the waivers of the landowners, all the terms of which shall be applicable to such election; provided, however, that no election shall be called for any Improvement Area for which the City Clerk has not received waivers of certain election requirements as required by the Act.

Section 11, Thc office which will be responsible for preparing annually a current roll of special tax levy obligations by assessor's parcel number and which will be responsible for estimating future speciai tax levies pursuant to Section 53340.1 of the Act is the Office of the City Manager. 550 East Sixth Street, Beaumont, California 97,11, 909/845-4321. The City Manager is further directed to establish procedures to promptly respond to inquires concerning currcnt and future tax liability. The Office of the City Manager shall also prepare a form of Notice of Special Tax as set forth in Section 53340.2 of the Act and to prepare information required to be filed with the California Debt Advisory Commission by October 30 of each year as required by Section 533595 of the Act, and to notify the Commission within 10 days of the failure to pay principal and interest due on any scheduled payment date of any bonds if funds arc withdrawn from a reserve fund to pay principal and interest on such bonds.

Section 12. Upon recordation of a notice of special tax lien in connection with each Improvement Arca pursuant to Section 3114.5 of the California Streets and Highways Codc, a continuing lien to secure each levy of the special tax within such Improvement Arca shall attach to all non-exempt real property in each such Improvement Arca, and this lien shall continue in force and effect until the special tax obligation is paid and permanently satisfied and the lien canceled in accordance with law or until collection of the tax by the City Council ceases in accordance with the rate and method of apportionment of special tax within the Community Facilities District.
5ecdon 13. Pursuant to Section 533255 of the California Streets and Highways Code and Section 3111 of the Streets and Highways Code, the revised boundary map of the Community Facilities District has been recorded in the Book of Maps of Assessment and Community Facilities Districts in thc County Recorder's Office of the County of Riverside as referenced in Section 3 hereof. Pursuant to Section 53325..5 of the Act and Section 3113 of the California Streets and Highways Codc, to the extent the map attached as Exhibit B hereto differs from said amended map, the City Clerk is hereby authorized and directed to endorse the Certificate on the Amended Map evidencing the date and adoption of this Resolution and is further authorized and directed to file said map in accordance with the provisions of Section g1.ff „,_, Page 771 of 1627
4 4i S 0898
3313.5 of the California Streets and Highways Code within 10 days after the approval of the Amended Map which shall be within 10 days of the adoption hereof.

Section 14. As the Registrar of Votcrs of the County of Riverside has notified thc city Council that there arc fewer than 12 registered voters within thc Community Facilities District, the levy of the special tax and the establishment of the appropriations limitation shall be submitted to the owners of land within each respective Improvement Arca as the qualified electors of each respective Improvement Area, with each acre or portion thereof within an ownership representing one (1) vote; provided, however, that such election shall not be called at this time for any Improvement Arca for which the city Clerk has not received waivers of certain election requirements as provided by the Act. The requirements of Section 53326 of the Act pertaining to the shortening of time and the requirement for notice having been waived by each landowner in such Improvement Areas, upon the concurrence with such waiver by the election official as designated by the aty Council in this Resolution, a special election shall be and is hereby called and ordered to be held on July 20, 1993, at which election there shall be submitted to the qualified electors within each such Improvement Arca, the ballot proposition of levying a special tax which shall read as set forth in Exhibit A hereto, with appropriate changes with respect to each Improvement Arca. Thc ballots for each special election shall be distribute by personal or mailed delivery to each of the landowners within each such Improvement Area.

Pursuant to Section 53326(b) of the Act, with respect to elections by landowners, the city Council has determined that the Facilities to be financed by each respective Improvement Arca within the Community Facilities District are necessary to meet increased demands placed upon local agencies as a result of development in each Improvement Arca. The ballots for the special election shall be distributed by mail or personal delivery to each of the owners of land within each respective Improvement Arca. Each landowner shaIl have one vote for each acre or portion thereof that he, she or it owns within the applicable Improvement Area, as provided in Section 53326 and Section 53351 of the Act.

Section 15. If the proposition for the levying of such special tax within an Improvement Area, receives the approval of morc than two-thirds (2/3) of the votes cast on the proposition, the city Council, as legislative body for the District, may levy the special tax within the applicable Improvement Area.

Section 16. The city Clerk of the city of Beaumont is hereby designated as the election official for the purposes of conducting the election in each Improvement Area and is hereby requested to take all steps necessary to hold the election in accordance with the Act and these specifications; provided, however, that such specifications may be waived by the landowners if such waiver is concurred with by the election official.

Section 17, Thc City Council hereby further directs that the election at which the question of levying such special tax and the establishment of an appropriations limit is submitted to the qualified electors within each Improvement Arca shall be consolidated with the election at which the question of incurring a bonded indebtedness in an amount as set forth in Exhibit A to Resolution No. 1993-07 for each such Improvement Arca, as modified by Resolution No. 1993- 24, is submitted to the qualified electors within each Improvement Area, and the question of levying such special tax shall be combined in one ballot proposition with the question of incurring such bonded indebtedness and the question of establishing an appropriations limit for the Community Facilities District, all as provided by the Act; and the city Council further directs that Resolution No. 1993-14 adopted declaring the necessity to incur such bonded indebtedness shall constitute the notice of the consolidated election on the combined proposition of authorizing the levy of such special tax, of establishing the appropriations limit and of incurring such bondcd indebtedness.

Section 18. Thc city Clerk as the election official is authorized to canvass the returns of the election pursuant w Section 23306 of the Elections Code, and the City Council is thereafter authorized to certify the results of the election. (a) Said special election shall be held and conducted, and the votes canvassed and the returns made, and the results thereof ascertained and determined, as herein and in Resolution No. 1993-14 provided; provided, however, that such specification may be waived by the landowners if such waiver is concurred with by the election official. (b) The requirements of Section 53326 of the Act have been waived by each landowner within each Improvement Arca; the ballots for each respective special election (which shall be separately prepared for each improvement Arca) shall he distributed by personal or mailed delivery to each of the landowners within the applicable Improvement BMTFORRES Page 772 of 1627 5

Area. Each landowner shall have one vote for each acre or portion thereof that he, she or it owns within the applicable Improvement Arca, which number of votes to be voted shall b specified on the ballot provided to such landowner, as provided in Section 53326 of the Act.
(c) On the ballots to be used at said special elections, in addition to all other matters required by law to be printed thereon, shall appear the appropriate proposition described in Section 14 hereof for the related Improvement Arca. Each voter to vote for said proposition and for levying said special tax, establishing such appropriations limit and incurring said bonded indebtedness shall mark the ballot card in the space opposite the word "YES" or to vote against said proposition and against levying saki special tax, establishing such appropriations limit and incurring said bonded indebtedness shall mark the ballot card in the space opposite the word "NO."
(d) The ballots to be used at each respective special election must be received in the office of the City Clerk by 430 p.m. the date of the election at which time the election shall be closed.
(c) The City Clerk shall commence the canvass of the returns of each special election at 9:00 A.M. on the day following the date of such special election and at the conclusion thereof shall determine the results of the special election and shall certify said results to the City Council.
(f) The Oty Council shall declare the results of said special elections at the next regular meeting following the date of the elections, and shall cause to be spread upon its minutes a statement of the results of said special elections as ascertained by said canvass.

Section 19. The City Clerk as the election official is hereby directed to distribute to the owners of land within each Improvement Arca copies of this Resolution, together with a description and map of the Community Facilities District in sufficient scale and clarity to show the boundaries thereof and the Assessor's parcel numbers for the land therein.

Section 20. If two-thirds (2/3) of the votes cast upon the question of levying such special tax within an Improvement Area are cast in favor of levying that tax, as determined by the City Council after the canvass of the returns of such election, the Gty Council may levy such special taxes within the territory of the applicable Improvement Area under the Act in the amounts and -for the purposes as specified in this Resolution. Such special tax may be levied only at the respective rate and may be apportioned only in the manner specified in this Resolution, subject to the Act, except that such special tax may be levied at a rate lower than that specified herein. Such special tax may be levied only so long as it is needed to pay for the funding, financing, acquisition, construction and installation of the Facilities, or so long as it is needed to pay the principal of and interest on the bonded indebtedness, together with administrative expenses and other expenses of the Community Facilities District with respect to the applicable Improvement Area incurred by the City and the Community Facilities District.

Section 2I, The officers of the city and their authorized representatives, arc, and each of them acting alone is, hereby authorized to execute any and all documents and agreements and do and perform any and all acts and things, from time to time, consistent with this Resolution and necessary or appropriate to carry the same into effect and to carry out its purpose.

BM11-URRES

6 Section 22. This Resolution shall take effect immediately upon its adoption.

MOVED, PASSED AND ADOPTED this 2 9th day of June , 1993 by the following vote:

AYES: Council Member Brey, McLaughlin, Parrott, Russo and Mayor Leja.

NOES: None.

ABSTAIN: None.

ABSENT: None.

ATTEST:
o — E of the City of eaumont

CERTIFICATION
The foregoing is certified to be a true copy of Resolution No. 1993- 13 duly adopted by the said City Council of the City of Beaumont on the date herein set forth.

RMTFORRE5

7 43089

EXHIBIT A
Improvcmcot District No.

PROPOSITION XXX Shall city of Beaumont Community Facilities District No. 93-1 be authorized to finance all or a
portion of the design, acquisition, construction and
equipping of certain real and other tangible
property with an estimated useful life of five years
or longer, which is to be acquired or constructed for Community Facilities District No. 1993-1, including all facilities authorized by the Act, including sewage facilities, water facilities, school facilities, transportation facilities, flood control and drainage facilities, public utility facilities, parks and open space, civic facilities, other landscaping and erosion control facilities and financing costs arid incidentals, all as more particularly described in Exhibit D to Resolution No. 1993-13 adopted by the City Council of the Gty of Beaumont on , 1993 by incurring a bonded indebtedness in the principal amount of S[insert applicable amount for the Improvement Area] and shall an appropriations limit in the amount of S10,000,000 per fiscal year in connection therewith be established for the Community Facilities District, and shall a special tax with a maximum rate and method of apportionment as provided with respect to such Improvement Area. in Exhibit C to the Public Report presented in connection with the adoption of Resolution No. 1993-13 adopted by the Gty Council of the Cry of Beaumont on 1993, which is incorporated by reference herein, be levied to pay for such facilities, including the payment of current and future principal of and interest on such bonds and the annual administration expenses of the City and the Community Facilities District in determining, apportioning, levying and collecting the special tax, and including the repayment of funds advance to or on behalf of the Community Facilities District?
RMTFORRE.` Page 775 of 1627

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‘.130895

EXHIBIT C

REFERENCE IS HEREBY MADE TO EXHIBIT C OF THE PUBLIC REPORT DATED JUNE 14, I993 PRESENTED IN CONNECTION WITH RESOLUTION NO. 1993-13 FOR

THE AMENDED RATE AND METHOD OF APPORTIONMENT FOR EACH

IMPROVEMENT AREA

BMTFOR RES

EXHIBIT D

DESCRIPTION OF FACILITIES
The proposed project involves creation of a Mello -Roos Community Facilities District to finance the design, acquisition and construction of public facilities relating thereto to benefit the areas of land proposed for development within the boundaries of the Ciry, and include all facilities authorized by the Act. All facilities shall have a useful life in excess of five years. The improvements which can be acquired and constructed which may be provided include, but are not limited to, the following:

Sewaee Facilities:

City treatment plant or plants designed to serve the needs of the City with an ultimate capacity up to approximately 6-8 million gallons per day, sewer improvements, industrial sewer improvements, trunk sewers, local sewage collection systems, sewer lift systems, sewer force mains, appurtenant bedding material, backfill, encasement, anchors, joint seals/bands, easements, rights -of -way, and sewer capacity and connection charges paid in connection with any of the foregoing facilities.

Water Facilities:

Water improvements for domestic, imported and reclaimed facilities, including water storage reservoirs and systems, reclamation systems, treatment systems, water mains, booster systems valves, fire hydrants, air vacuum release valves, blow -offs, pressure reducing facilities and appurtenant hardware, bedding material, backfill, encasement, thrust blocks, irrigation systems, water well rehabilitation, casements, rights -of -way, and applicable capital facilities fees or charges for imported water supplies, imported facilities, domestic facilities and Agency facilities paid in connection with facilities with a useful life in excess of five years.

School Facilities:

Elementary and secondary school sites and structures which meet the building area and cost standards established by the State Allocation Board and appurtenances.

Transoortation Facilities:

Road improvements, access ramps, overcrossings, underpasses, bridges, traffic signal and control facilities, rail crossings, sidewalks, freeway interchanges, grading, paving, and base material, full or partial width paving, curb, gutter, sidewalk, landscape and irrigation in parkways, street signs, street lights, striping, easements and rights -of -way.

Flood Control and Drainarc:

Storm drains, canal improvements, retention and detention basins or enhancement areas, easements, rights -of -way, inlet structures, outlet structures, junctions and reinforced concrete box structures in various streets.

Public Utilities:

Backbone powcr and natural gas lines, public utility facilities, pipelines, relocations, conversions, extensions, easements and rights -of -way.

Parks and Oncn Space:

BMTFoR RES

D -1

RESOLUTION NO. 1993-14

RESOLUTION OF THE CITY OF BEAUMONT DECLARING THE NECESSITY TO

INCUR BONDED INDEBTEDNESS WITH RESPECT TO IMPROVEMENT AREAS TO PAY FOR CERTAIN PUBLIC FACILITIES WITHIN COMMUNITY FACILITIES DISTRICT NO. 93- 1, CALLING SPECIAL ELECTIONS WITHIN EACH SUCH IMPROVEMENT AREAS TO SUBMIT TO THE QUALIFIED F'1 FCTORS OF SUCH IMPROVEMENT AREAS THE

PROPOSITION OF INCURRING SUCH BONDED INDEBTEDNESS AND DESIGNATING

THE CITY CLERK OF THE CITY AS THE ELECTION OFFICIAL
WHEREAS, the City Council (the "Gty Council") of thc City of Beaumont, California ("the Gty") on February 22, 1993, duly adopted Resolution No. 1993-06 declaring its intention to establish "Gty of Beaumont Community Facilities District No. 93-1" (the "Community Facilities District"), including twelve separate improvement areas therein (each an "Improvement Area, and collectively, the "Improvement Areas") and to levy special taxes to pay for certain public facilities and services in and for the Community Facilities District under and pursuant to the terms and provisions of the "Mello -Roos Community Facilities Act of 1982" (the "Act"), being Chapter 2.5, Part 1, Division 2, Title 3 of the Government Code of the State of California, and calling a public hearing on the question of the establishment of such Community Facilities District and the Improvement Areas therein; and WHEREAS, the city Council has heretofore on February 22, 1993. duly adopted Resolution No. 1993-07 declaring its intention to incur a bonded indebtedness with respect to each Improvement Arca in the amounts set forth in Exhibit A to Resolution No. 1993-07 to finance certain public facilities and services as set forth in Exhibit B to Resolution No. 1993-06 (as such facilities are more specifically enumerated in Resolution No. 1993-13, the "Facilities") which bonded indebtedness shall be secured by the levy of a special tax within the applicable Improvement Area; and
WHEREAS, on April 26, 1993, the city Council by Resolution No. I993-24 declared its intention to annex certain territory to the Community Facilities District, to levy a special tax to pay for certain public facilities and services in and for such Community Facilities District and declaring its intention to issue bonds secured by the special tax to finance certain facilities of such District and set June 14, 1993 at the regular meeting place of the City Council as the date, time and place for the public hearing relating to the annexation; and WHEREAS, as described in Resolution No. 1993-I3, prior to the time for the April 12, 1993 hearing, in accordance with said Resolution No. 1993-06. a report on such proposal entitled "Public Report for Community Facilities District No. 93-1" and dated April 12. 1993 was filed with the Gty Council and subsequent to April 12, 1993, said report has been revised to incorporate comments received in connection with the proceedings and a second report entitled "Public Report for Community Facilities District No. 93-1" and dated June 14, 1993 (said June 14, 1993 report being referred to herein as the "Public Report"), and such Public Report was filed with the City Clerk of the aty and is incorporated herein and made a part of the record of the hearing on said Resolution No. 1993-06 and Resolution No. 1993-07; and WHEREAS. as described in Resolution No. 1993-13 pursuant to Resolution No. 1993-06, Resolution No. 1993-07 and Resolution No. 1993-24, public hearings have been held in connection with the formation of Community Facilities District and the incorporation of the territory referenced in Resolution No. 1993-24 within the Community Facilities District, at which hearings the city Council considered the establishment of the Community Facilities District, the establishment of the Improvement Areas, the type and extent of the proposed Facilities and Services (as defined in Resolution No. 1993-06), thc proposed rate and method of apportionment of special tax in each Improvement Arca therein, the proposed appropriations limit therefor, the necessity for incurring bonded indebtedness to finance Facilities and all other matters as set forth in Resolution No. 1993-06, Resolution No. 1993-07 and Resolution No. 1993-24, and at thc above -mentioned time and place for such public hearings, all persons interested, including all taxpayers, property owners and registered voters within each Improvement Area within thc Community Facilities District were given an opportunity to appear and be heard, and the testimony of all interested persons for or against the establishment of the Community Facilities District, the establishment of the Improvement Areas therein. the acquisition and construction of the Facilities, the provision of thc Services. the levy of the special tax within each respective Improvement Arca, the extent of the Community Facilities District, thc establishment of an appropriations limit for the Community Facilities District, the necessity for incurrin_ bonded indchtcdncss to finance the Facilities, and any other matters set forth in said Rcsuluiion No. nos EIWOR rS.a

430898
Park and trail facilities, open space proposed for public dedication and public use, easements and rights -of -way.

Civic Facilities:

Civic facilities, police facilities, fire protection facilities, and other facilities for the purpose of providing administrative, justice, cultural, recreational and public safety services. th .

Landscaping, erosion control.

Financine Costs and Incidentals:

Costs and expenses necessary to form the district, authorized the special tax and the issuance of notes or bonds, including environmental proceedings, preliminary engineering, preliminary design, citywide planning, design surveys, soils engineering and testing, aerial photography, construction surveys, staking, insurance and bonding. city plan check and inspection fees, other public agency plan check or inspection fees, construction and project management, property owner and agency coordination, title reports, title insurance, appraisals, market absorption studies, special tax consultants, city administrative charges, legal costs, reserve funds, interest during construction, underwriter's discounts, underwriters counsel, rating agency, bond insurance, credit support, trustee fees and expenses, Et -al or paying agent fees and expenses, printing and mailing costs for disclosure statements, and note and bond printing,
BM7FORRES

D-2

1993-06. Resolution No. I993-07 and Resolution No. 1993-24, were heard and considered and the City Council at the conclusion of said hearings was fully advised in the premises, and was authorized to proceed as hereinafter provided; and
WHEREAS, following such public hearings, the City Council duly adopted Resolution No. 1993-13 establishing the Community Facilities District, the Improvement Areas therein and the Rate and Method of Apportionment of Special Tax for each Improvement Area as set forth therein; and
WHEREAS, the Cty Council has determined, bascd on a Certificate of the Riverside County Registrar of Voters dated March 2, 1993, that there are two registered voters residing in the Community Facilities District and that the qualified electors in each respective Improvement Area arc the owners of land within each such Improvement Area; and WHEREAS, the City Council has received the "Petition (including Consent and Waiver") or a "Consent and Waiver" of the owners of land within certain of the Improvement Areas waiving certain election requirements; and
WHEREAS, the City Council is fully advised in the premises;

NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT AS FOLLOWS:

Section 1. All of the above recitals are true and correct.

Section 2, The City Council, acting as the legislative body of the Community Facilities District, hereby declares and deems that the public convenience and necessity require and it is necessary that bonded indebtedness with respect to cach Improvement Area be incurred to finance all or a portion of the Facilities.

Section 3. The purpose for the proposed bonded indebtedness with respect to each Improvement Area is to finance the Facilities, including any capacity or connection fees representing such public facilities, with an estimated useful life of five (5) years or longer, which are public facilities that the Gty or a public agency is authorized by law to construct. own or operate, together with incidental expenses consisting of the costs of planning and designing such facilities, including the costs of environmental evaluations thereof, all costs associated with the establishment of the Community Facilities District and the Improvement Areas therein, the issuance of bonds with respect to each Improvement Area, the determination of the amount of any special taxes to be levied, the cost of collecting any special taxes, and costs otherwise incurred in order to carry out the authorized purposes of the Community Facilities District, together with any other expenses incidental to the acquisition, construction, completion and inspection of the Facilities.

Section 4. Pursuant to Section 53351(c) of the Act, the City Council hereby determines that each Improvement Area will pay for the bonded indebtedness to finance Facilities relating to such Improvement Arca.

Section S. The whole of thc territory within each Improvement Arca of the Community Facilities District, as indicated on the Amended Map approved by the City Council on this date, will be benefitted by such bonded indebtedness and will be subject to a special tax to pay for such bonded indebtedness, as set forth in the Resolution establishing the Community Facilities District.
5ectlon 6. The amount of thc proposed bonded indebtedness to be incurred with respect to cach Improvement Area to finance all or a portion of the Facilities (including incidental expenses as authorized by the Act) is the respective amount set forth in Exhibit A to Resolution No. 1993-07, as modified by Resolution No. 1993-24.

Section 7. The maximum term of the bonds with respect to an Improvement Arca shall not exceed forty (40) years from the date of the bonds, or the date of any series thereof.

Section R. The maximum annual rate or rates of interest to he paid on the bonds with respect w each Improvement Arca shall not exceed the maximum annual raw permitted by law at the time of the salt of the bonds, as determined at that time, payable semiannually commencing the first March 1 or Seprcmher I following their date. or to thc extent permitted by law as set forth in thc fiscal agent agreement pursuant to which such ponds are ikkued.

RKn1DRES.4

2 43089
Section 9, The City Council hereby declares that the proposition of incurring such bonded indebtedness in the respective amounts set forth in Exhibit A to Resolution 1993-07, as modified by Resolution No. 1993-24, shall be submitted to the qualified electors within the applicable Improvement Area of the Community Facilities District which have submitted either the Petition (including Consent and Waiver) or the Consent and Waiver and shall be combined in one ballot proposition with the question of levying a special tax within cach such Improvement Area and the establishment of an appropriations limit for the entire Community Facilities District in the amount of S10,000,000 per fiscal year in connection therewith, all in accordance with and subject to the Act, all the terms of which shall be applicable to each such election, including terms permitting the waiver of certain election requirements by the landowners with the consent of the election official.

Section 10. A special election shall be and is hereby called and ordered to be held in each Improvement Arca on Tuesday, July 20, 1993, at which elections there shall be submitted to the qualified electors within the applicable Improvement Arca the combined ballot proposition of levying a special tax, of establishing an appropriations limit and of incurring such bonded indebtedness, such combined ballot proposition to read substantially as set forth in Exhibit A to Resolution No. 1993-13, with such changes therein as shall be appropriate to reflect the Improvement Arca encompassed by such election and with such further changes therein as shall be requested by the City aerk as the designated election official of the Community Facilities District.

Section 11, If the combined proposition for each Improvement Arca receives the approval of more than two-thirds (2/3) of the votes cast on the proposition with respect to an Improvement Area, the bonds of such Improvement Area may be issued and sold for the purpose for which authorized, and such bonds (except where funds are otherwise available) shall be paid exclusively from the annual levy of such special tax within such Improvement Area and such bonds arc not and shall not be secured by any othcr taxing power or funds of the City or other public agency or the Community Facilities District.

Section 12. The City Council does hereby submit to the qualified electors within each Improvement Area of the Community Facilities District at said special election the combined ballot proposition described in Section 10 of this Resolution, and designates and refers to said proposition in the form of ballot prescribed for use at said election.

Section 13. The officers of the City and their authorized representatives, are, and each of them acting alone is, hereby authorized to execute any and all documents and agreements and do and perform any and all acts and things, from time to time, consistent with this Resolution and necessary or appropriate to carry the same into effect and to carry out its purpose. The officers arc directed to diligently pursue the issuance of the first series of bonds following a favorable election and to use their best efforts to issue such bonds subject to satisfaction of underwriting criteria and favorable market conditions. fA TDRE .4

430898
EXHIBIT "F"
Sewer Service Facilities Construction Schedule

4.30898
EXHIBIT "F"
Sewer Service Facilities Construction Schedule
Start of Construction Stage 1 Wastewater August 31, 1993 Treatment Plant
Sale of CFD 1993A Bonds November 23, 1993
Completion of Stage 1 Wastewater Treatment June 1, 1995 Plant Capacity
Completion of any force mains, lift stations
and gravity mains funded by Improvement
Area which are necessary to serve the
Development of the Property
BMTLru/E(HF.1
F-1
June 1, 1995

43089

MEMORANDUM
TO: George McFarlin
c,6 FROM: ave Dillon
DATE: October 13, 1993
SUBJECT: Development Agreements Exhibits, City of Beaumont ,Ijiag E7-77';''
0CT 14 1993
Please find the enclosed exhibit package for execution copies of the above referenced agreements.
cc: Dayle Keller

ORDINANCE NO. 726

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF BEAUMONT, CALIFORNIA, ADOPTING THE DEVELOPMENT

AGREEMENT BETWEEN THE CITY OF BEAUMONT AND
HEARTLAND BEAUMONT CALIFORNIA L.T.D. (PURSUANT TO
GOVERNMENT CODE SECTIONS 65864 - 65869.5)
WHEREAS, in order to strengthen the public planning process, to encourage private participation in comprehensive planning, and to reduce the economic risks of development, the Legislature of the State of California has adopted sections 65864 through 65869.5 of the Government Code which authorize the City of Beaumont (hereinafter referred to as the "City") to enter into a Development Agreement.

WHEREAS, the City, by adopting Resolution No. 1987-34, has adopted rules and regulations establishing procedures and requirements for the consideration of development agreements.

WHEREAS, on February 8, 1993, the City Council of the City, after duly complying with the California Environmental Quality Act and all statutes, ordinances and resolutions applicable to the adoption of the General Plan and General Plan Environmental Impact Report, adopted its Resolution No. 1993-04 certifying that the General Plan Environmental Impact Report had been completed in compliance with the California Environmental Quality Act and its Resolution No. 1993-05 approving the General Plan.

WHEREAS, the applicant proposed and submitted and City Staff has reviewed and negotiated the Development Agreement between the City and the Owner of Improvement Area No. 5 in the CFD to govern development of 420 acres, hereinafter referred to as the "Property".

WHEREAS, on June 29, 1993, the City Council approved the City of Beaumont Community Facilities District No. 93-I, hereinafter referred to as the "CFD", as part of the City Comprehensive Public Facilities Financing Program, hereinafter referred to as the "Program", pursuant to which the City determined that it was appropriate to provide for certain public facilities and services in order to implement the General Plan and. further. that such facilities and services could best be facilitated through the City issuing bonds secured by liens on the Property to be developed within the City.

WHEREAS, the Planning Cotnmission of the City of Beaumont by its recommendation of approval of said Development Agreement adopted on August 17, 1993, has made the following findings relative to several proposed Development Agreements between the City and several Owners of Improvement Areas in the CFD:

The proposed agreements are consistent with the objectives, policies, general land uses and programs specified in the General Plan and the respective Specific Plans;

2. The proposed agreements facilitate land uses which are compatible with the uses authorized in, and the regulations prescribed for, the land use districts in which the real property is located;

3. The proposed agreements are in conformity with public convenience, general welfare and good land use practice;

4. The proposed agreements will not be detrimental to the health, safety and general welfare;

5. The proposed agreements will not adversely affect the orderly development of

property or the preservation of property values;

6. The proposed agreements will enhance the stability of CFD No. 93-I and other City infrastructure financing programs;

7. The proposed agreements will facilitate quality master planned development which will aid in the economic development of the City; and

8. The proposed agreements will not have an adverse affect on the environment.

WHEREAS, the City Council of the City of Beaumont has reviewed the reasons for the recommendation of approval by the Planning Commission as included in the materials submitted by them to the City Council accompanying said recommendation; and WHEREAS, a duly noticed public hearing as required by law was conducted by the Planning Commission of the City of Beaumont on September 21, 1993, and a duly noticed public hearing as required by law was conducted by the City Council of the City of Beaumont on September 27, 1993;

THEREFORE, THE CITY COUNCIL OF THE CITY OF BEAUMONT DOES ORDAIN AS FOLLOWS:

SECTION 1: It has been determined that:

A. The provisions of the Development Agreement between the City of Beaumont and the applicant are consistent with the General Plan; and B. The Development Agreement complies with all applicable zoning, subdivision and building regulations and with the General Plan of the City of Beaumont; and C. The Development Agreement states the duration of the Agreement to be a period not to exceed twenty-five (25) years, sets forth the uses of the property, and the density and intensity of use, and sets forth the maximum height and size of proposed buildings and provides for the reservation, dedication and improvement of land for public facility uses.

SECTION 2: The Development Agreement between the City of Beaumont and the applicant attached hereto as Exhibit "A" is approved and the Mayor of the City of Beaumont is authorized and directed to execute said Development Agreement on behalf of the City of Beaumont on or after the date when by law this Ordinance shall take effect.

SECTION 3: This Ordinance shall take effect thirty (30) days after its final passage and within fifteen (15) days after its passage the City Clerk shall cause a summary to be published in the Community Advisor, a newspaper of general circulation printed and published in the City of Beaumont in the manner prescribed by law for publishing of ordinances of said City.

MOVED, PASSED AND ADOPTED on this 11th day of October,
19 9.1 upon the following roll call vote.

AYES: Council Member Brey, McLaughlin, Parrott, Russo and Mayor Leja.

NOES: None.

ABSTAIN: None.

ABSENT: None.

MAYOR OF>'THE CITY dF BEAUMONT
2

ATTES

CERTIFICATION
I, Julia White, Deputy City Clerk of the City of Beaumont DO HEREBY CERTIFY that the foregoing Ordinance was introduced at a regular meeting of the City Council of said City held on the 27th day of September , 1993, and was duly adopted upon second reading on the 11th day of October , 1993, upon
the following roll call vote:

AYES: Council Member Brey, McLaughlin, Parrott, Russo and Mayor Leja.

NOES: None.

ABSTAIN: None.

ABSENT: None.

RECORDING REQUESTED BY
AND WHEN RECORDED, MAIL TO:

City Ventures, LLC
1900 Quail Street
Newport Beach, CA 92660
Attn: R. Mark Buckland
(Space Above For Recorder's Use)

ASSIGNMENT AND ASSUMPTION

OF DEVELOPMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (this "Assignment") is made as of December 21, 2012 ("Effective Date"), by and between Sunny -Cal Egg & Poultry Company, a California corporation ("Assignor"), and CV Communities, LLC, a Delaware limited liability company ("Assignee").

RECITALS
A. Assignor is the owner of certain real property in Riverside County, California more particularly described on Exhibit "A" attached hereto ("Property").

B. Assignor is an "Owner" under that certain Pre -Annexation and Development Agreement No. 06 -DA -01, entered into to be effective on September 18, 2007, between the City of Beaumont, a municipal corporation organized and existing under the laws of the State of California ("City"), Assignor and Manheim, Manheim & Berman, a California general partnership, recorded on October 18, 2012, as Document No. 2012-0497525, in the Official Records of the County Recorder of Riverside County, California (the "Development Agreement").

C. Assignor is selling the Property to Assignee and Assignor desires to assign to Assignee all of its rights and obligations under the Development Agreement relating to the Property, and Assignee wishes to accept such assignment as more particularly set forth below.

Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment. Assignor does hereby transfer and assign to Assignee all of its right, title and interest in and to, and obligations under, the Development Agreement (and all documents and instruments relating to or implementing the Development Agreement) with respect to the Property.
2885.docx -1-

2. Assumption. Assignee hereby accepts said assignment and agrees to keep, perform and be bound by all the terms, covenants and conditions contained in the Development Agreement (and all documents and instruments relating to or implementing the Development Agreement) relating to the Property on the part of the "Owner" therein, first arising on and after the Effective Date, as though Assignee were the original "Owner" under the Development Agreement.

3. Miscellaneous. This Assignment can only be amended only by an amendment in writing signed by all the parties, and any term herein can be waived only by a written waiver signed by the party against whom such waiver is to be asserted. This Assignment is intended to be the final expression of the parties' agreement and supersedes any and all prior restrictions, promises, representations, warranties, agreements, understandings and undertakings between the parties with respect to the within subject matter. There are no restrictions, promises, representations, warranties, agreements, understandings or undertakings with respect to such subject matter other than those set forth or referred to herein.

IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as of the Effective Date.
"Assignor" "Assignee"
Sunny -Cal Egg & Poultry Company,
a California corporation
By:

By:

Kathi L. Berman, Vice President
C7
�

4.1 /// ati By: V
Michael G. Manheim, President Mark ckland
Chief Executive Officer
CV Communities, LLC,
a Delaware limited liability company
By:

August Belmont, President

ACKNOWLEDGMENT BY SECOND OWNER
R.

As the second "Owner" under the Development Agreement, but not the owner and seller of the Property, the undersigned hereby acknowledges and agrees to this Assignment to the extent such agreement is necessary for its effectiveness.
2885.docx
Manheim, Manheim & Berman, a California
general partnership
By: kt:t 6)-t- 1-'L)
Title:
-2-
UFr

CONSENT TO ASSIGNMENT
City hereby consents to and approves the Assignment, which consent is conditioned on the purchase of the Property by Assignee and shall be effective on the effective date of the Development Agreement.
"City"
The City of Beaumont, a municipal corporation
organized and existing under the laws of the State
of California
By:

C -+-y Cn4Gi►
Title: Wirt yor

SIGNED AND CERTIFIED THAT A COPY OF

THIS DOCUMENT HAS BEEN DELIVERED TO
THE. MAYOR AND THE CITY COUNCIL
By:
ty Clerk
2885BC.docx -3-

Exhibit "A"
to
Assignment and Assumption of Development Agreement
Description of the Property
That certain real property located in the unincorporated area of the County of Riverside, State of California, more particularly described as follows:

PARCEL ONE:

THE WESTERLY 208.71 FEET OF THE NORTHERLY 1,073.55 FEET OF THE SOUTH HALF OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.

EXCEPTING THEREFROM THE NORTHERLY 30 FEET IN WOODLAND AVENUE, NOW CHERRY VALLEY BOULEVARD.

ALSO EXCEPTING THAT PORTION CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED NOVEMBER 14, 1974 AS INSTRUMENT NO. 146636.

PARCEL TWO:

THAT PORTION OF THE SOUTH HALF OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID SOUTH HALF OF SECTION 29, SAID POINT BEING ALSO A POINT IN THE CENTER OF WOODLAND AVENUE;
THENCE NORTH 89° 33' 30" EAST ON THE CENTER LINE OF WOODLAND AVENUE, 786.12 FEET, MORE OR LESS, TO A POINT DISTANT SOUTH 89° 33' 30" WEST, 791 FEET, FROM THE NORTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO J. VINCENT HANNON AND JEREMIAH C.

HANNON BY DEED RECORDED JANUARY 28, 1909 IN BOOK 276, PAGE 324 OF DEEDS, RIVERSIDE COUNTY RECORDS;
THENCE SOUTH 0° 28' 50" WEST AND PARALLEL WITH THE WESTERLY LINE OF SAID PARCEL CONVEYED TO HANNON, 1975 FEET TO A POINT ON

THE NORTHERLY LINE OF THAT CERTAIN PARCEL CONVEYED TO MELVIN F. KLAGUOS AND PAULINE M. KLAGUOS, HUSBAND AND WIFE BY DEED RECORDED AUGUST 4, 1959 AS INSTRUMENT NO. 67500;
2885.docx
A-1

THENCE WESTERLY ON THE NORTHERLY LINE OF SAID PARCEL

CONVEYED TO KLAGUOS TO A POINT IN THE WEST LINE OF SAID SECTION 29;
THENCE NORTH 0° 07' 40" EAST ON THE WEST LINE OF SAID SECTION 29, TO THE POINT OF BEGINNING;
EXCEPTING THEREFROM THE WESTERLY 208.71 FEET OF THE NORTHERLY 1,073.55 FEET; ALSO EXCEPTING THEREFROM THE NORTHERLY 30 FEET IN WOODLAND AVENUE, NOW CHERRY VALLEY BOULEVARD.

ALSO EXCEPTING THAT PORTION CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED NOVEMBER 14, 1974 AS INSTRUMENT NO. 146646.

PARCEL TWO A:

THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE NORTHERLY LINE OF SAID
SOUTHWEST QUARTER DISTANT SOUTH 89° 33' 30" WEST, 791 FEET FROM

THE NORTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND
CONVEYED TO J. VINCENT HANNAN BY DEED RECORDED JANUARY 28, 1909 IN BOOK 276, PAGE 324 OF DEEDS, RIVERSIDE COUNTY RECORDS; SAID POINT ALSO BEING DISTANT NORTH 89° 33' 30" EAST 786.12 FEET

FROM THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION;
THENCE SOUTH 0° 28' 50" WEST, PARALLEL WITH THE WEST LINE OF THE PARCEL CONVEYED TO J. VINCENT HANNON 313.5 FEET TO THE TRUE POINT OF BEGINNING;

THENCE EASTERLY ON SAID SOUTHERLY LINE OF THE PARCEL
CONVEYED TO GEORGEOUS GEORGE AND ELIZABETH B. GEORGE, BY DEED FILED FOR RECORD AUGUST 21, 1952 AS INSTRUMENT NO. 35786, IN BOOK 1394 PAGE 352 OFFICIAL RECORDS, 11 FEET;
THENCE SOUTHERLY 1, 221.5 FEET TO A POINT ON THE SOUTHERLY LINE OF THAT CERTAIN PARCEL CONVEYED TO FRANK J. FABIAN AND MARY R.

FABIAN BY DEED RECORDED NOVEMBER 4, 1939 IN BOOK 434, PAGE 587 OF OFFICIAL RECORDS, RIVERSIDE COUNTY RECORDS, 20.5 FEET OF THE SOUTHWEST CORNER OF SAID PARCEL SO CONVEYED TO FRANK J.

FABIAN AND WIFE;
2885.docx
A-2

THENCE WEST ON SAID SOUTH LINE 20.5 FEET;
THENCE NORTH 1,221.5 FEET TO THE POINT OF BEGINNING.

PARCEL TWO C:

THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTH LINE OF SAID SOUTHWEST QUARTER DISTANT SOUTH 89° 33' 30" WEST, 791 FEET FROM THE NORTHWEST CORNER OF THAT CERTAIN PARCEL CONVEYED TO J.

VINCENT HANNON BY DEED RECORDED JANUARY 28, 1909 IN BOOK 276, PAGE 324 OF DEEDS, RIVERSIDE COUNTY RECORDS; SAID POINT ALSO BEING DISTANT NORTH 89° 33' 30" EAST 786.12 FEET FROM THE NORTHWEST CORNER OF SAID SOUTHWEST QUARTER;
THENCE SOUTH 0° 28' 50" WEST, PARALLEL WITH THE WEST LINE OF THE PARCEL CONVEYED TO J. VINCENT HANNON 313.4 FEET;
THENCE NORTH 89° 33' 30" EAST, 30 FEET;
THENCE NORTH 0° 28' 50" EAST, 313.4 FEET, TO THE NORTH LINE OF SAID SOUTHWEST QUARTER;
THENCE SOUTH 89° 33' 30" WEST, 30 FEET TO THE POINT OF BEGINNING; EXCEPTING THEREFROM THE NORTH 30 FEET IN WOODLAND AVENUE, NOW CHERRY VALLEY BOULEVARD.

ALSO EXCEPTING THAT PORTION CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED NOVEMBER 14, 1974 AS INSTRUMENT NO. 146646.

PARCEL THREE:

PARCELS 1 TO 5, INCLUSIVE, AND 7, AND LOTS A TO K, INCLUSIVE OF PARCEL MAP NO. 12218, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN PARCEL MAP BOOK 85, PAGE 66 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
2885.docx
A-3

State of California
) ss.

County of
On De w01\ ( k , 20 12, before me, N`\Vk -( AV1vi� , Notary Public, personally appeared 5 'Sk ()DCA ry o&& k- & iV\Gi.i tX.1Ct vvho proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ' are subscribed to the within instrument and acknowledged to me that It/s the xecuted the same in li/l their) authorized capacity(ies), and that by h/Vethei ignature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my d and official seal
Signature
State of California
County of 4/1/5le&
) ss.
t (Seal)
z
z

MICHELLE BOHANNON
Commission # 1884092
Notary Public - California
Orange County
My Comm. Expires Mar 26, 2014
On �tombr /r , 20 / , before me, _..7;,,,n/.417- A . Atire , Notary Public, personally appeared /f 414% E.,i,rmetn f1J Mchie%4. /Yrnn/f , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ilk/ ri subscribed to the within instrument and acknowledged to me that h he., executed the same in' /er/ eir authorized capacity(ies), and that by h/h'r hei signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
2885.docx
(Seal)
M Comm. Expires Au ! 2, 2015
s+S
JENNIFER D. OBERG
Commission # 1943265
Notary Public - California z
Riverside County

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of
personally appeared
before me,
0/14_ol a 6111(the
(Here insert name and title of the officer)
who proved to me on the basis of satisfactory evidence to be the person f4 whose nam ( .e -subscribed to the within instrument and acknowledged to me that tel" she/they exec ed the same i hi /hcr/ieir authorized capacity s), and that byd2/1-ferithrir signature9 S on the instrument the person j, or t e entity upon behalf of which the person acted, executed the instrument.

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

WITNES and and official seal.

Signature of ota ublic
(Notary Seal)
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RIVERSIDE COUNTY'
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(Title)
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Agenda Item No.

STAFF REPORT
To: Mayor and Council Members
From: Community and Economic Development Department
Date: December 18, 2012
Subject: Approval of Assignment and Assumption of the Sunny -Cal Pre - annexation and Development Agreement 06 -DA -01.

Background and Analysis:

The Sunny -Cal Pre -annexation and Development Agreement requires the City approve any assignment or transfer of the rights, duties and obligation under the terms of the agreement. The Sunny -Cal property is being sold to CV Communities, LLC and therefore staff recommends approval of the assignment subject to the purchase of the Property by Assignee and shall be effective on the effective date of the Development Agreement.

Recommendation:

Staff recommends APPROVAL of the proposed Assignment and Assumption of Development Agreement 06 -DA -01.

Respectfully submitted;

CITY OF BEAUMONT
Rebecca Deming,
Director of Planning

D0C # 2012-0497525

RECORDING REQUESTED BY, AND
WHEN RECORDED, MAIL TO:

City Clerk
City of Beaumont
550 East Sixth Street
Beaumont, California 92223
(Space above t
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10/18/2012 08:28A Fee:NC

Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk & Recorder
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PRE -ANNEXATION AND

DEVELOPMENT AGREEMENT
NO. 06 -DA -01

BETWEEN

THE CITY OF BEAUMONT
AND
NCOR
SMF,
CTY
NCI-iZ°
UNI
SUNNY -CAL EGG & POULTRY, INC. AND MANHEIM, MANHEIM & BERMAN (Pursuant to California Government Code Sections 65864 - 65869.5 and City of Beaumont Resolution No. 1987-34)
September
8 ,2007
EXAM

ORIGINAL

PRE -ANNEXATION AND

DEVELOPMENT AGREEMENT
This PRE -ANNEXATION AND DEVELOPMENT AGREEMENT
("Agreement") is entered into to be effective on September 18, 2007, between SUNNY -CAL EGG & POULTRY, INC., a California corporation and MANHEIM, MANHEIM & BERMAN, a California general partnership (collectively the "Owner"), and the CITY OF BEAUMONT, a municipal corporation organized and existing under the laws of the State of California (the "City"). The Owner and the City are sometimes collectively referred to herein as the "parties."
RECITALS:

This Agreement is predicated upon the following facts:

A. These Recitals use certain capitalized terms which are defined in this Agreement.

B. Government Code Sections 65864 - 65869.5 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 process, encouraging private participation and comprehensive planning and reducing the economic costs of such development. The City has implemented the law contained in such sections by adopting Resolution No. 1987-34, titled "Establishing Procedures and Requirements for Consideration of Development Agreements" (such Resolution, together with the aforementioned Government Code Sections, are being referred to herein as the "Development Agreement Law").

C. This Agreement is adopted pursuant to the Development Agreement Law.

D. The Owner is the owner of approximately 200 acres of land currently located in unincorporated Riverside County, California ("County"), but which the parties intend to be annexed to the City, all as more particularly described on Exhibit "A" attached hereto and shown on Exhibit "B" attached hereto (the "Property").

E. The Owner desires that the Property be developed in accordance with the Development Plan (as hereinafter defined) (the "Project"). The Project is highly capital intensive, especially in its initial phases, which, in order to make the Project economically and fiscally feasible, requires major commitment to and investment in public facilities and on -site and off -site improvements prior to the construction and sale or leasing of residential buildings.

This Agreement is intended to facilitate the logical and orderly development of the Project in the City.

F. The City has determined that the Development Plan is consistent with the City General Plan and has approved the Development Plan in order to promote the health, safety

and welfare of its citizens and to protect the quality of the community and environment. The Development Plan includes The Sunny -Cal Specific Plan which was approved for the Property by the City on August 21, 2007, for which the City prepared and certified the Environmental Impact Report for the Sunny -Cal Specific Plan, Annexation, and Sphere of Influence Amendment (State Clearinghouse No. 2004121092"), adopted Findings of Fact, Statement of Overriding Considerations, and a Mitigation Monitoring and Reporting Program (collectively the "EIR"). As part of that process of approving the Development Plan, the City has prepared and reviewed the EIR, pursuant to the California Environmental Quality Act ("CEQA"), with respect to the potential significant impacts of the Project resulting from its annexation to the City. The City has determined, based on that review, that the EIR adequately addresses the potential significant impacts of the Project, and that accordingly neither a supplemental nor subsequent environmental impact report is required for the Development Plan and this Agreement.

G. All of the proceedings relating to the approval of this Agreement have been conducted in accordance with the Development Agreement Law.

H. On August 21, 2007, the City Council of the City adopted Ordinance No. 918 approving this Agreement with the Owner, as an inducement for the Owner to support annexation of the Property to the City.
[. 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 the City and its residents and that adopting this Agreement constitutes a present exercise of its police power.

AGREEMENT
In light of the foregoing Recitals, which are an operative part of this Agreement, the parties agree as follows:

I DEFINITIONS.
"Agreement" is this Pre -Annexation and Development Agreement. "Agreement Date" is the date this Agreement is approved by the City Council. "Alternative Financing Mechanism" has the meaning given that phrase in Section 10.8 below.
"CEQA" is the California Environmental Quality Act. Public Resources Code Section 21000, et seq.
"CFD" is a Community Facilities District formed pursuant to the Mello Roos Community Facilities Act of 1982, Government Code Section 53312, et seq. "City" is the City of Beaumont, California

"City's Discretion" is discretion exercised by the City in accordance with the policies and principles set forth in the Development Plan, this Agreement and the procedures in effect as of the Effective Date such that the approvals given by the City to the Owner pursuant to the exercise of such discretion shall not be unreasonably withheld or delayed. "Development Agreement Law" is Government Code Sections 65864, et seq., and Resolution No. 1987-34, titled "Establishing Procedures and Requirements for Consideration of Development Agreements."
"Development Plan" is, collectively, the permits and approvals listed on Exhibit "C."
"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, and (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 the City is completed. "EIR" is, collectively, the Sunny -Cal Specific Plan, Annexation, and Sphere of Influence Amendment Environmental Impact Report (State Clearinghouse No. 2004121092) certified by the City on August 21, 2007, prepared for the Project and dated August 18, 2006, Findings of Fact, Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program adopted by the City on August 21, 2007, copies of the EIR are on file with the City.
"Owner" is Sunny -Cal Egg & Poultry. Inc., a California corporation and Manheim, Manheim & Berman, a California general partnership, and their successors in interest to all or any part of the Property.
"Project" is the proposed development of the Property included within the Development Plan and associated 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. "Property" is the real property on which the Project is, or will be, located as described on Exhibit "A" attached hereto and shown on Exhibit "B" attached hereto 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
I)
13 Legal Description of the Property
Map of the Property
List of Permits and Approvals
City Conditions of Approkal
Statement of Benefits to the City

3 MUTUAL BENEFITS. This Agreement is entered into for the purpose of annexing the Property to the City and implementing the Development Plan for the Project in a manner that will secure certain assurances to the Owner that the Property may be developed in accordance with the Development Plan and this Agreement, and certain benefits to the City as set forth on Exhibit "E" as set forth in this section. The City and the Owner agree that, due to the size and duration of the Project, the Agreement is necessary to achieve those desired benefits. 4 INTEREST OF THE OWNER. The Owner represents that the Owner owns fee title to the 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 as set forth herein
6 PROJECT AS A PRIVATE UNDERTAKING. It is specifically understood and agreed 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 the City and the Owner 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 be twenty five (25) years following the Effective Date. Expiration of the term of this Agreement shall not in any manner affect rights which have otherwise vested under applicable law
8 HOLD HARMLESS. The Owner shall hold the City, its officers, agents, employees and representatives harmless from liability for damage or claims for damage for personal injury, including death and claims for property damage, arising on the Property from the wrongful or negligent activities of the Owner or those of the Owner's contractors, subcontractors, agents, cmplo)ees or other persons acting on the Owner's behalf which relate to the Project. In the event any person not a party or a successor to a party to this Agreement institutes any type of action against the City with respect to this Agreement, City and Owner shall cooperate in defending against the action, provided that City may, in its sole discretion, elect to tender the defense of such action to the Owner. If the Owner accepts the tender, the Owner shall thereafter hold City harmless from and defend City from all costs and expenses incurred in the defense of such action, provided that City frilly cooperates with the Owner in the defense of such action. If the Owner declines the tender, then City shall have no further obligation or duty to defend the action. 9 VESTED RIGHT. By entering into this Agreement the City grants to the Owner a vested right to develop the Property in accordance with the Development Plan. The City shall not enact and enforce against the Project an ordinance, policy, rule, regulation or other measure which significantly alters the rate, type, manner, density, timing or sequencing of the Project. In addition to and not in limitation of the foregoing, it is the intent of the Owner and the City that no moratorium, whether relating to the rate, type, manner, density, timing or sequencing of the Project and whether or not enacted by initiative or otherwise, except a moratorium imposed by the City to implement State or Federal laws, statutes, regulations, policies or orders as provided in Section 11.2, affecting parcel or subdivision maps, building permits, plot plans, special use 4

permits, conditional use permits, occupancy certificates or other entitlements to use or permits approved, issued or granted within the City, or portions of the City, shall apply to the Project to the extent such moratorium or other limitation is in conflict with the Development Plan.

Notwithstanding the foregoing, should an ordinance, general plan or zoning amendment, measure, moratorium, policy, rule, regulation or other limitation enacted by the citizens of the City through the initiative process be determined by a court of competent jurisdiction to invalidate or prevail over all or any part of the Development Plan, the Owner shall have no recourse against the City pursuant to this Agreement The foregoing shall not be deemed to limit the Owner's right to appeal any such determination of such ordinance, general plan or zoning amendment, measure, policy, rule, regulation, moratorium or other limitation which purports to invalidate or prevail over all or any part of this Agreement. 10 DEVELOPMENT OF THE PROJECT.

10.1 Annexation. The City and the Owner shall cooperate and use their best reasonable efforts to cause the Property to be annexed into the City, subject only to terms and conditions set forth in the Development Plan and Exhibit "D" hereto, and the mitigation measures set forth in the EIR.

10.2 Phasing and Timing of Development. When or the order in which Project phases will be developed, or whether it will be developed at all, depend upon numerous factors which are not within the control of the Owner or City, such as market orientation and demand, interest rates, availability of funding, competition and other similar factors. Accordingly, to the extent permitted by the Development Plan and this Agreement, the Owner shall have the right to develop the Project in phases in such order and at such times as the Owner, in its sole discretion. deems appropriate within the exercise of its subjective business judgment; provided, however, that the City reserves the right to review, condition and approve each phase through discretionary and ministerial approvals consistent with this Agreement.

10.3 Effect of Agreement on Land Use Regulations. The rules, regulations and policies governing permitted uses of property, the density and intensity of use of property, the maximum height and size of proposed buildings and the design, improvement, construction and development standards and specifications applicable to development of property are those rules, regulations and policies in force as of the date of the Agreement, and those rules, regulations and official policies which may hereinafter be adopted by the City in accordance with Section 11.1 hereof or State or Federal laws, statutes, regulations, policies or orders as provided in Section 11.2.

10.4 Application Processing. In connection with any approval which the 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, the City shall excise the City's Discretion or take action in a manner which is as expeditious as reasonably possible.

10.5 Administrative Changes and Amendments. The parties acknowledge that further planning and development of the Project may demonstrate that refinements and changes are appropriate with respect to the details of the Project or interpretation of the Development Plan.

If and when the parties find that minor changes or adjustments are necessary or appropriate to the Project or the Development Plan, they shall, unless otherwise required by law, effectuate such 5

changes or adjustments through administrative amendments approved by the Director of Planning, which, after execution, shall be attached hereto as addenda and become a part hereof, and may be further changed and amended from time to time as necessary, with approval by the Director of Planning as may be requested by the Owner. Minor changes or amendments shall be those which are consistent with the overall intent of the Development Plan and this Agreement and which do not materially alter the overall nature, scope, or design of the Project. Any such minor administrative changes or amendments shall not be deemed to be an amendment to this Agreement under Government Code Section 65868 and, unless otherwise required by law, no such administrative amendments shall require prior notice or hearing

10.6 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," the Owner may, at its sole election, petition the City Council of the City or a joint powers agency in which the City is a member to establish a Community Facilities District ("CFD"), in accordance with the City's policies in existence on the Effective Date. Alternatively, or in addition thereto, the 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 and Lighting Act of 1972, or any and all other available public financing mechanisms, to provide public conduit financing for the construction of public infrastructure improvements on the Property ("Alternative Financing Mechanisms"). If so requested by the Owner, the City shall cooperate with the Owner (or, for matters beyond its control, shall 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 or Alternative Funding Mechanism 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 in accordance with City policies at the time such property is included.

10.7 Public Services and Facilities. l he Development Plan requires an integrated roadway system, and other public facilities including parks, schools, storm drains, and water and sewer facilities. City will reasonably assist Owner in obtaining public facilities and services for the Project on a timely basis in keeping with the pace of development of the Property. To the extent that the Owner constructs, installs or provides financing for public facilities or other public infrastructure improvements that benefit lands outside of the Property, the City shall use best reasonable efforts to adopt such ordinances, mitigation fees, liens or assessments as are necessary to provide credits, reimbursements, or in kind funding to the Owner for the fair share of the benefits conferred upon such lands other than the Property by such public facilities or infrastructure improvements.

10.8 Other Governmental or Quasi Governmental Permits. The Owner 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 state agencies) to the extent required for the development of, or provision of services and facilities to the Project as set forth in the Development Plan The City shall cooperate with and assist the Owner in obtaining such permits and approvals, and, where

necessary in making application for such approvals or permits. The Owner shall be solely responsible for all costs and shall be responsible for the processing of all such permits.

10.9 Consistency Between This Agreement and Current Laws. The City represents that as of the date of the execution of this Agreement, there are no rules, regulations, ordinances or official policies of the City that would interfere with the development of the Project according to the Development Plan, provided the Property is annexed into the City.

10.10 Assessments, Fees, Mitigation and Exactions. The City shall not impose any future assessment, fee, mitigation measure or exaction on the Project or any portion thereof except (a) those existing and proposed assessments, fees, mitigation measures and exactions included in Exhibit "C", (b) such other fees, assessments and exactions as may be adopted or imposed by the City in conformance with the requirements of Article XIII D of the California Constitution, (c) such other development impact fees or categories of development impact fees which are adopted on a City or County wide basis or as required as a condition to obtaining County funding, such as the County of Riverside Traffic Uniform Mitigation Fee; and (d) such other development impact fees or categories of development impact fees which are imposed on other development projects in the City and are adopted and levied based on a benefit assessment. Fees payable to City shall be at rates applicable on the date the fee is paid. City shall recognize and apply a dollar for dollar in lieu credit against any and all fees, for and equal to the cost of improvements and/or dedications made in the development of the Project by the Owner, or funded by any CFD or Alternative Funding Mechanism including the Property, and for which the fees would otherwise be imposed. City further agrees to use any fees paid with respect to development of the Project to fund improvements which benefit the Project, to the fullest reasonable extent available and applicable under the law.

10.11 Reimbursement by the City. Pursuant to Government Code Section 65865.2, the City hereby agrees that as future development fees, assessments and exactions are imposed on future projects which have benefited from the fees, assessments and exactions paid by the Owner, the City shall promptly reimburse the Owner to the extent that such fees, assessments and exactions paid by Owner benefited lands outside of the Property, but only to the extent that the City actually receives or collects such fees, assessments or exactions for a period of ten years from the date the fee was paid.
11 RULES, REGULATIONS, REQUIREMENTS AND OFFICIAL POLICIES.

11.1 New Rules. This Agreement shall not prevent the City from applying the following new rules. regulations, requirements and policies, if applied on a City-wide or area of benefit basis:
1 1.1.1 Processing fees and charges imposed by the City which cover only the estimated actual costs to the City of processing applications for development approvals, for monitoring compliance with any development approvals or for monitoring compliance with environmental impact mitigation measures.

11.1.2 Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure, provided that such changes in procedural regulations do not 7

have the effect of materially interfering with the benefits conferred by this Agreement.

11.1.3 Regulations governing construction standards and specifications including, without limitation, the City's Building Code, Plumbing Code, Mechanical Code, Electrical Code and Fire Code.

11.1.4 Regulations which are necessary to protect public health and safety, provided that to the maximum extent possible such regulations shall be designed, construed and applied in a manner to preserve the benefits of this Agreement.

11.1.5 New or increased fees or categories of fees imposed as a condition of development, for the purpose of defraying all or a portion of the cost of public facilities (as defined in Government Code Sections 66000, et seq.) related to development projects.

11.1.6 Regulations which are in conflict with the Development Plan or this Agreement if such regulations have been consented to in writing by the Owner.

11.2 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. 12 AMENDMENT OR CANCELLATION OF AGREEMENT. This Agreement may be amended or canceled in whole or in part only by mutual consent of the parties in the manner provided for in Government Code Section 65868.
13 ENFORCEMENT. Unless amended or canceled as provided in Section 12 above, or modified or suspended pursuant to Government Code Section 65869.5, this Agreement is enforceable by either party hereto notwithstanding any change in any applicable general or specific plan, zoning, or subdivision regulation or standard adopted by the City (or by the voters of the City unless found by a court of competent and final jurisdiction to prevail over this Agreement) which alters or amends the Development Plan or is inconsistent with this Agreement.
14 PERIODIC REVIEW OF COMPLIANCE WITH AGREEMENT. The City shall review this Agreement at least once every year 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. 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. If the City Manager finds that the Owner is not in good faith compliance with this Agreement, the Owner 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 the Owner is not in good faith compliance with this Agreement unless so requested by the Owner in writing at the time of the submission of such appeal. The City shall notify the Owner in writing of the date 8

for review at least thirty (30) days prior thereto. The Owner shall pay or reimburse the City for the City's reasonable costs incurred in connection with such periodic reviews. 15 EVENTS OF DEFAULT.

15.1 Default by the Owner. If the City Council determines on the basis of substantial evidence upon appeal of the City Manager's decision pursuant to Section 14 hereof that the Owner has not complied in good faith with the terms and conditions of this Agreement, it shall, by written notice to the Owner, specify the manner in which the Owner has failed to so comply and state the steps the Owner must take to bring itself into compliance. If, within sixty (60) days after the effective date of notice from the City specifying the manner in which the Owner has failed to so comply, the Owner does not commence action reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then the Owner shall be deemed to be in default under the terms of this Agreement and the City may, if such failure persists after thirty (30) days' prior written notice, exercise its rights and remedies pursuant to Section 15.3.

15.2 Default by the City. If the Owner determines on the basis of substantial evidence that the City has not complied in good faith with the terms and conditions of this Agreement, the Owner shall, by written notice to the City, specify the manner in which the City has failed to so comply and state the steps the City must take to bring itself into compliance. If, within sixty (60) days after the effective date of notice from the Owner specifying the manner in which the City has failed to so comply, the City does not commence steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then the City shall be deemed to be in default under the terms of this Agreement and if such failure persists after thirty (30) days prior written notice, the Owner may terminate this Agreement or seek specific performance as set forth in Section 15.3.

15.3 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 following development of all or any portion of the Property. After such development, the Owner may be foreclosed from other choices it may have had to utilize the Property. The Owner 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 substantially more time and resources in implementing the Project in reliance upon the terms of this Agreement. It would be difficult or impossible to accurately determine the sum of money which would adequately compensate the Owner for such efforts. For the above reasons, the City and the Owner agree that damages alone would not be an adequate remedy if the City fails to carry out its obligations under this Agreement. Similarly, if the Owner breaches certain of its obligations hereunder, monetary damages may not constitute an adequate remedy for the City. Therefore, the parties agree that specific performance of this Agreement is an appropriate remedy if either party defaults and fails to perform its non -monetary obligations under this Agreement. Similarly, if the Owner breaches certain of its obligations hereunder, monetary damages may not constitute an adequate remedy for the City. Therefore, the parties agree that specific performance of this Agreement is an appropriate remedy if either party defaults and fails to perform its non -monetary obligations under this Agreement. Notwithstanding the foregoing. nothing in this Agreement is intended to prevent either party from seeking recovery of appropriate damages in the event that the terns of this Agreement are breached. The City and the Owner acknowledge that if the Owner is in 9

default of its obligations under this Agreement, the City shall have the right to refuse to issue any permits or other approvals to which the Owner would not otherwise have been entitled but for this Agreement.
16 INSTITUTION OF LEGAL ACTION. In addition to any other 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 of the State of California for the County of Riverside. The parties hereto waive any right to trial by jury. 17 WAIVERS AND DELAYS.

17.1 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.

17.2 Third Parties. Nonperformance shall not be excused because of a failure of a third person except as provided in Section 17.3 below.

17.3 Force Majeure. 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, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes, other labor difficulties, government regulations (other than actions by the City in violation of or not consistent with the terms and provisions of this Agreement) 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 the Owner of any of its obligations hereunder or pursuant to the Development Plan shall be extended by the period of time that such events prevent or delay development of the Project. 18 NOTICES. All 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 addressed as follows:

To the City:

With a copy to:

To the Owner:

The City of Beaumont
550 East Sixth Street
Beaumont, California 92223
Attn: City Manager
Mr. Joseph Aklufi, Esq.

Aklufi & Wysocki
3403 Tenth Street, Suite 610
Riverside, CA 92501
Sunny -Cal Egg & Poultry, Inc.
37251 Cherry Valley Boulevard
Cherry Valley, CA 92223
Attn: Kathi L. Berman
10

With a copy to:

Best Best & Krieger, LLP
3750 University Avenue, Suite 500
Riverside, CA 92502
Attn: Michael Grant, Esq.

Any party may change its address stated herein by giving notice, in writing, to the other parties. 19 ATTORNEYS' FEES. If legal action is brought by either 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. 20 TRANSFERS AND ASSIGNMENTS.

20.1 Right to Assign. The Owner shall have the right to sell, assign or transfer this Agreement and any and all of its rights, duties and obligations hereunder, in whole or in part, to any person or entity at any time during the term of this Agreement; provided, however, in no event shall the rights, duties and obligations conferred upon the Owner pursuant to this Agreement be at any time so transferred or assigned except through a transfer of an interest of the Owner in the Property or a portion thereof. An assignment shall not be effective without the City's prior approval, which shall not be unreasonably withheld, to ensure that the assignment will not prevent the orderly development of the Project consistent with the Agreement or Development Plan. In the event of any such assignment, the transferee shall thereafter be solely liable for the performance of all obligations of the Owner relating to the portion of the Property, or interest therein, so transferred. Such transferee or the Owner shall notify the City, in advance, and in writing of their intent to transfer such obligations.

20.2 Release Upon Transfer. Upon the sale,transfer or assignment of the Owner's rights and interests under this Agreement as permitted pursuant to Section 20.1, the Owner shall be released from its obligations under this Agreement and all of the 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) the Owner is not then in default under the Agreement, (b) the Owner or transferee has provided the City notice of such transfer and (c) the transferee executes and delivers to the 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 the Owner under this Agreement with respect to the Property, or a portion thereof, so transferred. Regardless of whether such notice is given or such documents are executed by the transferee, no such sale, transfer or assignment shall relieve the City from any of its obligations hereunder.
21 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 this Agreement or any portion thereof the parties hereby agree to cooperate in defending such action, subject to the provisions of Section 8. In the event of any litigation challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force and effect while such litigation, including any appellate review, is pending. 22 EMINENT DOMAIN. No provision of this Agreement shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11

23 AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of the Owner warrant and represent that they have the authority to execute this Agreement on behalf of the Owner and to bind the Owner to the performance of its obligations hereunder. 24 ESTOPPEL CERTIFICATES. The City shall at any time, upon not less than thirty (30) days' prior written notice from the Owner, execute, acknowledge and deliver to the Owner a statement in writing (i) certifying that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Agreement, as so modified, is in full force and effect); (ii) certifying the amounts of the fees, assessments and exactions that have been received from the Owner and what amounts, if any, remain outstanding; and (iii) acknowledging that there are not. to the City's knowledge, any defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser, lender or joint venture partner.
25 RECORDATION. This Agreement and any amendment or cancellation hereto shall be recorded in the Official Records of the County of Riverside, by the City Clerk within the period required by Section 65868.5 of the Government Code.
26 PROTECTION OF MORTGAGE HOLDERS. The parties hereto agree that this Agreement shall not prevent or limit the Owner, in any manner, at the Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property.

The City acknowledges that the lenders providing such financing may require certain interpretations, estoppel certificates and modifications to this Agreement and agrees upon request, from time to time, to meet with the Owner and representatives of such lenders to negotiate in good faith any such request for interpretations, estoppel certificates or modifications.

The City will not unreasonably withhold its consent to any such requested interpretation, estoppel certificate or modification provided the same is consistent with the intent and purposes of this Agreement. The holder(s) of any mortgage, deed of trust or other security instrument encumbering the Property (each, a "Mortgagee") shall have the following rights and privileges:

26.1.1 Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law.

26.1.2 Any Mortgagee which has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by the Owner in the performance of the Owner's obligations under this Agreement.

26.1.3 If the City timely receives a request from a Mortgagee requesting a copy of any notice of default given to the Owner under the terms of this Agreement, the City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to the Owner. If the cure period for a default by the Owner set forth in Section 15.1 above has expired and such default has not been cured, the Mortgagee shall be provided with an additional thirty (30) day period after the expiration of such cure period in which to commence all steps reasonably necessary to bring the Owner in compliance as required under this Agreement and 12

thereafter diligently pursue such steps to completion. During such cure period, and if the default is ultimately cured, the City shall not terminate this Agreement.

26.1.4 Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of tile Owner's obligations or other affirmative covenants of the Owner hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by the Owner is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City's performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of this Agreement.
27 SEVERABILITY OF TERMS. If any term, provision, covenant 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 11.2 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. Unless otherwise provided, any ambiguity concerning the content or application of the Development Agreement, arising as a result of any apparent conflict between (a) the conditions, terms and requirements to be applied by City under the Development Agreement and (b) the conditions, terms and requirements previously imposed on the Project by the County of Riverside, shall be resolved by the City's Planning Director, subject to the appeal procedure set forth in the Development Code for appeals of staff determinations. 30 SECTION HEADINGS. A1I section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 31 INCORPORATION OF RECITALS AND EXHIBITS. Recitals A through I and attached Exhibits "A" through "E" are hereby incorporated herein by this reference as though set forth in full.
13

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 regarding 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 Agreement.

The parties have executed this Development Agreement on the date and year first written above.
"City"
THE CITY OF BEAUM 'NT, a municipal
corporation of the State of ali
By:
ayo
"Owner"
SUNNY -CAL EGG & POULTRY, INC., a
California corporation
By:

By:
iar'u; 16)-mayl
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
14

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 regarding 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 Agreement.

The parties have executed this Development Agreement on the date and year first written above.
"City"
THE CITY OF BEAUMNT, a municipal
corporation of the State ol Ca • -• is
SUNNY -CAL EGG & POULTRY, INC., a
California corporation
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
14

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
$ . •/-••/-• r -
v-v-v,v-`v-•
State of California
v v v v v
County of e" ide ,
On N941 Zia-- before me,
ate
personally appeared
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CIVIL CODE § 1189
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Name(s) of Signer(s)
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•il: KAREE TRINIDAD
Commission # 1930226
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r ��� � •.�� Notary Public - California z
z :I; A
,� Riverside County

1... _ _ w My Comm. Expires Apr 22 _2015 C
who proved to me on the basis of satisfactory
evidence to be the person whose name is`/a�
subscribed to the within instrument and acknowledged
to me that he Jtb e9 executed the same in
hisefithir authorized ca citvji.e j, and that by
his/ t r signature, er on the instrument the
persorl�r the entity upon behalf of which the
perso I sacted, executed the instrument.

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

WITNESS my hand and official seal.

Signature:

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Signat e of Notary Public
Place Notary Seal Above
Description of Attached Document
Title or Type of Document:

Document Date:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Individual
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:

Signer Is Representing:
ti
Number of Pages:

Signer's Name:
❑ Corporate Officer — Title(s):
❑ Individual
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:

Signer Is Representing:

RI HT THUMBPRINT

OF SIGNER
Top of thumb here
© 2010 National Notary Association • NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907

MANHEIM, MANHEIM & BERMAN, a
California general partnership
By:

G

SIGNED AND CERTIFIED THAT A COPY OF

THIS DOCUMENT HAS BEEN DELIVERED TO

THE MAYOR AND THE CITY COUN IL
By: 61,2„44,
City Clerk
15

MANHEIM, MANHEIM & BERMAN, a
California general partnership
By:

By:

SIGNED AND CERTIFIED THAT A COPY OF

THIS DOCUMENT HAS BEEN D LIVERED TO
THE MAYOR AND T. 1 CITY CO NCIL
By: _1
City Clerk
4

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of
r y •,--"•/-••/-••/-••/".•
On 9.1 l ( QL before me,
De
personally appeared
}
CIVIL CODE § 1189
tAi dad, Fig lOI.z`L.,,
Hetre Insert Name sand Title of the Officer
L
Name(s) of Signer(s)

KAREE TRINIDAD
Commission # 1930226 L
Notary Public - California
Riverside County
My Comm. Expires Apr 22.2015
Place Notary Seal Above
who proved to me on the basis of satisfactory
evidence to be the personprwhose nam s1are'"
subscribed to the within instrument and acknowledged
to e that ,I she/j executed the same in
f /her/t§di authorized capacityaes< and that by
der/tKir signature on the instrument the
perso
person $ acted, executed the instrument.
or the entity upon behalf of which the
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature:

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Individual
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:

Signaturepf Notary Public
Signer Is Representing:

Signer's Name:
❑ Corporate Officer — Title(s):
❑ Individual
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:

Signer Is Representing:
ti ti. ..... ....

RIGHT THUMBPRINT

OF SIGNER
Top of thumb here
© 2010 National Notary Association • NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907

STATE OF CALIFORNIA
COUNTY OF a�
On A c t If a o i z before me,e0orvooe-W -+ -Y (here insert name and title of the officer), personally appeared.r'4 •a6 --z '1' , who proved to me on the basis of satisfactory evidence to be the person(sj-whose nameFs-)-is/am.subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/herr/thy authorized capacity(i ), and that by his/herr/tb r signature(s)-en the instrument the person{s), or the entity upon behalf of which the person(s)-acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature &''r� ���ca..
(Seal)

RANDOLPH EDELMAN
Commission # 1863472
Notary Public - California
Los Angeles County
My Comm. Expires Sep 30, 2013

STATE OF CALIFORNIA
COUNTY OF .<0"0- 4 YC d /mss
rtes re't. elCie
On '44 C 1$ 2di'L before me, 404 "dig COeV's 4'7 (here insert name and title of the officer), personally appeared kos1-7,1 ,erE .-'I' " , who proved to me on the basis of satisfactory evidence to be the personO whose namejs) is/age subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity((es), and that by his/her/the,h_signature(s) on the instrument the persons,), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature at �s � Cn4.•,

RANDOLPH EDELMAN
Commission # 1863472
Notary Public - California
Los Angeles County
My Comm. Expires Sep 30, 2013
(Seal)

Exhibit A-1-1

EXHIBIT A-2

LEGAL DESCRIPTION OF THE PROPERTY
J ib t;-2-1

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
ARC EL .&:

THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT EN THE QUARTER SECTION LINE RUNNING EAST AND WEST THROUGH SECTIONS 29 AND 30 OF SAID TOWNSHIP AND RANGE, 23 CHAINS AND 90 LINKS EAST OF THE QUARTER SECTION CORNER OF SAID SECTIONS 29 AND 30;
THENCE EAST ON SAID QUARTER SECTION LINE, 10 CHAINS;
THENCE SOUTH 0° 8' EAST, 10 CHAINS; THENCE WEST 10 CHAINS; THENCE NORTH 0° 8' WEST 10 CHAINS TO THE POINT OF BEGINNING; EXCEPTING THEREFROM A RIGHT OF WAY OVER CHERRY VALLEY BOULEVARD;

ALSO EXCEPTING THEREFROM THAT PORTION DEEDED TO THE COUNTY OF RIVERSIDE BY DEEDS RECORDED MARCH 8, I974 AS INSTRUMENT NO. 27055 AND 27056 RESPECTIVELY.

PARCEL B:

THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE I

WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THE LAND DESCRIBED IN THE DEED OF J. VINCENT HANNON, RECORDED JANUARY 281 1909 IN BOOK 276, PAGE 324 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
THENCE SOUTHERLY, 313.50 FEET ON THE WEST LINE OF SAID LAND; THENCE WESTERLY, 395.50 FEET; PARALLEL WITH THE NORTH LINE OF SAID SOUTHWEST QUARTER;
THENCE NOR'T'HERLY, 313.50 FEET, PARALLEL WITH SAID WEST LINE TO THE NORTH LINE OF SAID SOUTHWEST QUARTER;
THENCE. EASTERLY 395.50 FEET ON SAID NORTH LINE TO THE POINT OF BEGINNING.

EXCEPT THE WEST 150.00 FEET OF THE NORTH 145.50 FEET THEREOF;

ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF RIVERSIDE BY INSTRUMENT RECORDED FEBRUARY 13, 1974 AS INSTRUMENT NO. 17483 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.

PARCEL C:

THE WESTERLY 150.00 FEET OF THE NORTHERLY 145.50 FEET OF THAT CERTAIN PARCEL OF LAND IN THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE 1 WEST, SAN

BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO J. VINCENT HANNON BY JEREMIAH C. HANNON, BY DEED RECORDED JANUARY 28, 1909 IN BOOK 276, PAGE 324 OF DEEDS, RIVERSIDE COUNTY RECORDS;

THENCE SOUTHERLY ON THE WESTERLY LINE OF SAID TRACT OF LAND SO CONVEYED TO HANNON, 313 FEET, 6 INCHES;
THENCE WESTERLY, PARALLEL WITH THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER. 395 FEET, 6 INCHES;

THENCE NORTHERLY, PARALLEL WITH THE WESTERLY LINE OF SAID TRACT SO CONVEYED TO HANNON, 313 FEET, 6 INCHES, TO THE NORTHERLY LINE OF THE SOUTHWEST QUARTER; THENCE EASTERLY ON THE NORTHERLY LINE OF THE SOUTHWEST QUARTER, 395 FEET, 6 INCHES, TO THE POINT OF BEGINNING.

EXCEPT THAT PORTION CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED FEBRUARY 13, 1974 AS INSTRUMENT NO. 17484.

PARCEL D:

THAT PORTION OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 2

SOUTH, RANGE I WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION, A DISTANCE OF 395.50 FEET WEST OF THE NORTHWEST CORNER OF THAT CERTAIN PARCEL DESCRIBED IN DEED TO J. VINCENT HANNON, RECORDED JANUARY 28, 1909 IN BOOK 276, PAGE 324 OF DEEDS,
THENCE CONTINUING WEST, A DISTANCE OF 215.00 FEET ON SAID NORTH LINE TO THE

NORTHEAST CORNER OF THAT CERTAIN PARCEL DESCRIBED IN DEED TO SEBASTIANO CONSALYO, ET UX, RECORDED MARCH 15, 1968 AS INSTRUMENT NO. 23714, OFFICIAL RECORDS; THENCE SOUTH, A DISTANCE OF 313.58 FEET ON THE EAST LINE OF SAID PARCEL TO THE SOUTHEAST CORNER THEREOF;
THENCE EAST, A DISTANCE OF 215.00 FEET, PARALLEL WITH THE NORTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION;
THENCE NORTH, A DISTANCE OF 313.58 FEET, PARALLEL WITH THE WEST LINE OF SAID HANNOT4 PARCEL, HEREIN ABOVE REFERRED TO, TO THE POINT OF BEGINNING;

EXCEPT THEREFROM THAT PORTION LYING NORTHERLY OF THE SOUTHERLY LINE OF CHERRY

VALLEY BOULEVARD AS DESCRIBED IN THE DEED TO THE COUNTY OF RIVERSIDE, RECORDED FEBRUARY 13, 1974 AS INSTRUMENT NO. 17482 OF OFFICIAL RECORDS OF THE COUNTY OF RIVERSIDE.

PARCEL..:

THE WESTERLY 208.71 FEET OF THE NORTHERLY 1,073.55 FEET OF THE SOUTH HALF OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.

EXCEPTING THEREFROM THE NORTHERLY 30 FEET IN WOODLAND AVENUE, NOW CHERRY

VALLEY BOULEVARD,

ALSO EXCEPTING THAT PORTION CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED NOVEMBER 14, 1975 AS INSTRUMENT NO. 146636
PARCEL F-1:

THAT PORTION OF THE SOUTH HALF OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE 1 WEST, SAN

BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID SOUTH HALF OF SECTION 29, SAID POINT BEING ALSO A POINT IN THE CENTER OF WOODLAND AVENUE;
THENCE NORTH 89° 33' 30" EAST ON THE CENTER LINE OF WOODLAND AVENUE, 786.12 FEET, MORE OR LESS, TO A POINT DISTANT SOUTH 89° 33' 30" WEST, 791 FEET, FROM THE NORTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO J. VINCENT HANNON AND JEREMIAH C. HANNON BY DEED RECORDED JANUARY 28, 1909 IN BOOK 276, PAGE 324 OF DEEDS, RIVERSIDE COUNTY RECORDS;
THENCE SOUTH 0° 28' 50" WEST AND PARALLEL WITH THE WESTERLY LINE OF SAID PARCEL CONVEYED TO HANNON, 1975 FEET TO A POINT ON THE NORTHERLY LINE OF THAT CERTAIN PARCEL CONVEYED TO MELVIN F. KLAGUOS AND PAULINE M. KLAGUOS, HUSBAND AND WIFE BY DEED RECORDED AUGUST 4, 1959 AS INSTRUMENT NO. 67500;

THENCE WESTERLY ON THE NORTHERLY LINE OF SAID PARCEL CONVEYED TO KLAGUOS TO A POINT IN THE WEST LINE OF SAID SECTION 29;
THENCE NORTH 0° 07' 40" EAST ON THE WEST LINE OF SAID SECTION 29, TO THE POINT OF BEGINNING;
EXCEPTING THEREFROM THE WESTERLY 208.71 FEET OF THE NORTHERLY 1,073.55 FEET; ALSO EXCEPTING THEREFROM TEE NORTHERLY 30 FEET IN WOODLAND AVENUE, NOW CHERRY VALLEY BOULEVARD.

ALSO EXCEPTING THAT PORTION CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED NOVEMBER 14, 1974 AS INSTRUMENT HO. 146646.
1r' A CEL F-2:

THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE

WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER DISTANT SOUTH 89° 33' 30" WEST, 791 FEET FROM THE NORTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO 3. VINCENT HANNON BY DEED RECORDED JANUARY 28, 1909 IN BOOK 276, PAGE 324 OF DEEDS, RIVERSIDE COUNTY RECORDS; SAID POINT ALSO BEING DISTANT NORTH 89° 33' 30" EAST 786.12 FEET FROM THE NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION;
THENCE SOUTH 0° 28' 50" WEST, PARALLEL WITH THE WEST LINE OF THE PARCEL CONVEYED TO

3. VINCENT HANNON 313.5 FEET TO THE TRUE POINT OF BEGINNING;

THENCE EASTERLY ON SAID SOUTHERLY LINE OF THE PARCEL CONVEYED TO GEORGEOUS GEORGE AND ELIZABETH B. GEORGE, BY DEED FILED FOR RECORD AUGUST 21, 1952 AS INSTRUMENT NO. 35786, IN BOOK 1394 PAGE 352 OFFICIAL RECORDS, 11 FEET;

THENCE SOUTHERLY 1,221.5 FEET TO A POINT ON THE SOUTHERLY LINE OF THAT CERTAIN PARCEL CONVEYED TO FRANK J. FABIAN AND MARY R. FABIAN BY DEED RECORDED NOVEMBER 4, 1939 IN BOOK 434, PAGE 587 OF OFFICIAL RECORDS, RIVERSIDE COUNTY RECORDS, 20.5 FEET OF THE SOUTHWEST CORNER OF SAID PARCEL SO CONVEYED TO FRANK J. FABIAN AND WIFE; THENCE WEST ON SAID SOUTH LINE 20.5 FEET;
THENCE NORTH 1,221.5 FEET TO THE POINT OF BEGINNING.

PARCEL 17-3:

THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE I

WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTH LINE OF SAID SOUTHWEST QUARTER DISTANT SOUTH 89° 33' 30" WEST, 791 FEET FROM THE NORTHWEST CORNER OF THAT CERTAIN PARCEL CONVEYED TO J. VINCENT HANNON BY DEED RECORDED JANUARY 28, 1909 IN BOOK 276, PAGE 324 OF DEEDS, RIVERSIDE COUNTY RECORDS; SAID POINT ALSO BEING DISTANT NORTH 89° 33' 30" EAST 786.12 FEET FROM THE NORTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE SOUTH 0° 28' 50" WEST, PARALLEL WITH THE WEST LINE OF THE PARCEL CONVEYED TO J. VINCENT HANNON 313,4 FEET;
THENCE NORTH 89° 33' 30" EAST, 30 FEET;
THENCE NORTH 0° 28' 50" EAST, 313.4 FEET, TO THE NORTH LINE OF SAID SOUTHWEST QUARTER; THENCE SOUTH 89° 33' 30" WEST, 30 FEET TO THE POINT OF BEGINNING; EXCEPTING THEREFROM THE NORTH 30 FEET IN WOODLAND AVENUE, NOW CHERRY VALLEY BOULEVARD.

ALSO EXCEPTING THAT PORTION CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED NOVEMBER 14, 1974 AS INSTRUMENT NO. 146646.

PAIECEL G:

THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE I

WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHERLY LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 395.50 FEET WESTERLY FROM THE NORTHWEST CORNER OF THAT CERTAIN TRACT, DESCRIBED BY DEED TO J. VINCENT HANNON BY JEREMIAH C. HANNON, RECORDED JANUARY 28, 1909 IN BOOK 276, PAGE 324 OF DEEDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE WESTERLY ON THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER, 395.50 FEET;

THENCE SOUTHERLY, PARALLEL WITH THE WESTERLY LINE OF THE TRACT OF LAND SO DESCRIBED TO J. VINCENT HANNON, 313.50 FEET;

THENCE EASTERLY, PARALLEL WITH THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER, 395.50 FEET;

THENCE NORTHERLY, PARALLEL WITH THE WESTERLY LINE OF TRACT OF LAND DESCRIBED TO J. VINCENT HANNON, 313.50 FEET TO THE POINT OF BEGINNING;

EXCEPT THAT PORTION DESCRIBED BY DEED TO GEORGEOUS GEORGE, ET UK RECORDED AUGUST 21, 1952 IN BOOK 1394, PAGE 352 AS INSTRUMENT NO. 35786 OF OFFICIAL RECORDS; SAID

WESTERLY PORTION THEREOF BEING DESCRIBED IN SAID DEED TO GEORGEOUS GEORGE AS FOLLOWS:

THE PORTION OF THE SOUTH HALF OF SECTION 29, TOWNSHIP 2 SOUTH, RANGE 1 WEST, SAN

BERNARDINO MERIDIAN, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY, DESCRIBED AS FOLLOWS;
BEGINNING AT A POINT IN THE NORTH LINE OF SAID SOUTH HALF OF SECTION 29, DISTANT SOUTH 89° 33' 30" WEST, 791.00 FEET FROM THE NORTHWEST CORNER OF THE LAND DESCRIBED BY DEED TO J. VINCENT HANNON BY JEREMIAH C. HANNON RECORDED JANUARY 28, 1909 IN BOOK 276, PAGE 324 OF DEEDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID POINT BEING DISTANT NORTH 89° 33' 30" EAST, 786.12 FEET, FROM THE NORTHWEST CORNER OF SAID <SOUTH HALF OF SECTION 29;
THENCE SOUTH 0° 28' 50" WEST, AND PARALLEL WITH THE WESTERLY LINE OF SAID PARCEL DESCRIBED TO J. VINCENT HANNON 313.50 FEET;
THENCE NORTH 89° 33' 30" EAST AND PARALLEL WITH SAID NORTH LINE OF THE SOUTH HALF OF SECTION 29, 30.00 FEET;
THENCE NORTH 0° 28' 50" EAST, 313.50 FEET TO SAID NORTH LINE; THENCE SOUTH 89° 33' 30" WEST, 30.00 FEET TO THE POINT OF BEGINNING; ALSO EXCEPT THE EASTERLY 215.00 FEET THEREOF;

ALSO EXCEPT THAT PORTION IN CHERRY VALLEY BOULEVARD FORMERLY KNOWN AS WOODLAND ROAD.

ALSO EXCEPT THAT PORTION DESCRIBED IN THE DEED TO THE COUNTY OF RIVERSIDE RECORDED JANUARY 20, 1975 AS INSTRUMENT NO. 6757 OF OFFICIAL RECORDS.

PARCEL l:

PARCELS 1 TO 7 INCLUSIVE, AND LOTS A TO K, INCLUSIVE OF PARCEL MAP NO. 12218, IN THE

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN PARCEL MAP BOOK 85, PAGE 66 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

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LIST OF PERM FS AND APPROVALS
Actions and entitlements to implement the Spe ific Plan include:
• Amendment of th.e Sphere of influence and Annexation to the City of'Beaumont • Annexation to Be.nutnont-Cherry Valley Water District • Detachment from the Riverside County Waste Management Resources District • City of Beaumont General Plan Amendment
• City of Beaumont Sunny -Cal Specific Plan
▪ ,rezoning
• Parcel Map
• Tentative Tract Asps
• 'Environmental Impact Report, Findings of Fact, Statement of Overriding Considerations, and Mitigation Monitoring and Reporting Program
• Grading and improvement Plans
• Final Map Review, Approval, and Recordation
• Discretionary Approvals
.Cii?, i it C

SUNNY -CAL
SPECIFIC £L: N
CONDmONS OF APPROVAL

GENERAL CONDJT MS
w

1. "iiu followiag conditions of approval arc: for the SUNNY -CAL SPECIFIC PLAN and eensist of 'Conditions 1 through 34 inclusive,

2. The S nny-.Ca1 Specific Plan shall consist of the following, components as approved through City of tvetumoni City Council Resolution No. 2007-4b.
a. Approved Sunny -Cal Sp ific Plan Text (final document incorporating all changes made through public hearing process).
b. Final Environmental Impact Report, Findings of Fact and Mitigation Monitoring Pirogra n
c. Specific Plan Conditions of Approval
All mitigation mes.sur s as contained in the Final FIR shill be conditions of approval for the project. Subsequent to the completion of the public heating process, the Applicant: shall finalize the. Specific Plan to incorporate all changes and modifications, and provide the Director- with five (5) bound and one reproducible copies. of the Specific Plan text and exhibits, and the Final Environmental Impact Report. Twenty-five (25) compact disks with each of the aforementioned documents shall also be submitted.

3. Warty of the following conditions off approval differ from the specific art text or exhibits, the conditions .etturnerated herein shall take precedence.
trlitigation measure: for impacts to the Beaumont Unified. School Distt±ct and my other districts which may ultimately serve the project shall be identified ;prior to the recordation of implementing tentative subdivision maps in a.ecordance with the State law and City Council policies in effect at the time of application submittal.

5. The development standards contained in the approved Specific Plan shall become the prevailing lend use regulations for the areas contained within the Sunny -Cal Specific Plan.

These regulations will have full form., of the Zoning O dirw,nee of thBeaumont Mviunicipal Code through application of the SPA (Specific Plan Area) ,Zone. Where con is is exist between approved Specific Plan and the Beaumont Zoning Ordinance, the Specific Plan regulation shall prevail. Subject to the vets ittg effect of the Development A,greetnent, where

SUNNY -CAL SPECIFIC PLAN
Conditions ago Approval
Page
conflicts existing between the Specific Plan and the provisions of the Municipal Code, other than the Zoning Ordinance, the provisions of the Municipal Code shall prevail.

6. Development applications for development portions of the Specific Plan area which incorporate common areas shall be accompanied by design plans for the common area. Such plans shall specify the location and extent oflandscaping end irrigation systems. Additionally, all circulation components (vehicular, pedestrian and/or equestrian) shall be indicated, and the approximate locations of structures or groups of structures shall be indicated.

7. A parcel map filed for the purposes of phasing, or financing shall not be considered a development application for the purpose of these conditions.

8. The Planning Director may require special studies or reports in connection with implementing development applications for each planning area, if and to the extern reasonably necessary for appropriate review of a development application or as required under applicable law. Such reports may include, where appropriate:

Study/Report
a. Preliminary Soils and Geotechnical Report
b. Erosion and Sedimentation Control Plan
c. Size tscape, parkway and median Landscape plan
t. Fencing and wall plan
e Traffic said circulation assessment to document adequacy/function of proposed improvements
f Fuel modification plan
Acoustical Study
h. Cultural I esourcaa Assessment

9. Common areas identified in the Specific Plan (i.e., parks, entry features, parkways, medians and open space features) shall be owned and maintained either through a Homeowners' Association or through the City's Community Facilities District (CFD), as approved by the Director of Planing, to ensure the long-term maintenance of such improvements.

SUNNY -CM, SPECLFIC" `!LAN
Conditions of Approval
Pan 3

10. Prior to issuance of a building permit for the construction of any use contemplated by this approval, any developer shall first obtain clearance from the Planning Department that all pertinent conditions of approval of the specific plan have been satisfied for the subject phase of development.
11, If and to the extent required by applicable law, an environmental assessment shall be conducted for each subsequent development applications including, but not limited to, parcel map, tract, change of zone, plot plan, use permit, variance or specific plan amendment. Said environmental assessment shall, to the greatest extent fe sihle under the California Environmental Quality Act (cEQA), utilize the evaluation of impacts addressed in the E1R prepared for the Sunny -Cal Specific Plan. The Sunny -Cal Specific Plan EIR shall be used as a Program EIR in evaluating, subsequent discretionary entitlement actions.

12. The Sunny -Cal Specific Plan shall remain unmodified (except for modifications requested by the Applicant and approved by the City) for 25 years. Should the entire project not be built out in that period of time, the City shall be entitled to adopt specific plan amendments for any portion of the project which has not been constructed within 25 years. 13 The Applicants (or their successors -in -interest, as the case may be) shall defend, indemnify, and hold harmless the City ofBeaumont, its agents, consultants, officers, and employees from any third -party claim, action or proceeding against the City of Beaumont or this agents, consultants, officers, or employees to attach, set aside, void or annul an approval of the City of Beaumont, its advisory agencies, appeal boards or legislative body concerning the Sunny - Cal Specific Plan. The City of Beaumont will promptly notify the Applicants or their successors of any such claim, action, or proceeding against the City of Beaumont and will cooperate fully in the defense.

14. The Applicants shall defend, indemnify arid hold harmless the City of Beaumont and its employees, agents, consultants, officers and contractors from any third -party claim, action or proceeding related to the environmental documentation pursuant to the California Environmental Quality Act associated with the Sunny -Cal Specific Plan.

15. In accordance with Section 711.4 or the California Fish and Game Code, the Applicants/subdividers are obligated to pay a filing fee to defray cost incurred by the Department of Fish and Game in managing and protecting fish and wildlife trust resources.

The Applicants/subdividers: are also obligated to pay a documentary handling fee to defray costs incurred by the City of Beaumont in implementing the Department of Fish and Game filing fee program. These fees shall be paid to the County Clerk if the County of Riverside at the time of filing a notice of determination pursuant to Section 21152 of the Public Resources Code. Applicants shall not be entitled to exercise their rights under the Specific Plan or the Development Agreement until such fees have been paid. The amount of the fees

SUNNY -CAL I TFIC PLAN
Conditions of Approval
Pa y4
shall be in accordance with legally adopted Nes at the time of the filing of the notice of determination.

LAND USE CONDI T 1QNS

16. The Specific Plan may be developed up to a maximum yield of 597 dwelling units. Densities for each Planning Area shown the Specific Plan shall be determined through the appropriate development application, but not limited to, the following:
a. Adequate availability of services;
b. Adequate access and circulation;
ulation;
c. Sensitivity to land forces;
d. Innovation in housing types, design, conservation, or opportunities; and e. Sensitivity to neighborhood design through appropriate lot and street layouts.

Applicants shall, however, be permitted, through the density transfer provisions contained in the Specific Plan; to achieve the overall maximum densities for each Planning Area specified in the Specific Plan, as modified by these conditions of approval.

17. A multi -purpose trail, subject to the design approval of the Planning Director, shall be provided along the entire Brookside Avenue frontage.

18. Lots created pursuant to this specific plan shall be in conformance with the development standards ofthe SPA zone as established by this Specific Plan and the corresponding Planning Area standards for each Planning Area. The minimum lot size in the project shall be 7,000 square feet.

19. All grading within the specific plan shall be performed in accordance with the following conditions and development criteria:
a. All grading shall take place in accordance with the City's adopted policies in effect at the time permits are issued and the grading criteria contained La the Specific Plan. b. Where cut and fill slopes are created. in excess of three (3) feet in height, detailed landscaping and irrigation plans shall be submitted to the City prior to approval of grading plans. The plans will be reviewed for type and density of ground cover, seed mix, plant materials, staking details, and sizes and irrigation systems.

20. Applicants shall incorporate the following defensible space concepts into the design of projects which shall be included within all development plans and reviewed and approved by the City Police Department prior to approval of implementing projects:

SITNIU-CAI, SPECIFIC PLAN
Conditions of Approval
Page5
a. Circulation for pedestrians, vehicles and police patrols. b. Lighting of streets, walkways, bikeways, and corncnerciai and industrial areas. c. Visibility of doors and windows from the street and between buildings. d. Fencing heights and materials.

21. In the event that, during or following grading ofthe project site or portions thereof, economic or other conditions prevent the Developer(s) from continuing with the project within a reasonable amount of time;, as determined by the City, the City shall so notify the Developer(s) who shall contact the City Manning Department to identify necessary activities that the Developer must implement to protect public safety and minimize/prevent environmental degradation, particularly due to wind and water erosion. The Developer(s) shall be required to reimburse the City for the cost of activities to satisfy this condition.

22. Density transfer within the various components of the project and planning areas shall be subject to the limitations contained in the Administrative section ofthe Sunny -Cal Specific Plan. In conjunction with any request to transfer density, the Developer(s) shall submit a report outlining the status of the entire project in terms of (a) areas developed and undeveloped, (b) density previously transferred, and (c) quantitative impact on remaining development entitlement allocations.

23. Each developer shall use its best efforts to ensure that all construction contractors and subcontractors properly dispose of all wastes generated in permitted landfills or with a licensed recycling company. If any improper dumping of construction waste occurs, the developer of the portion of the Specific Plan area from which such wastes were taken shall guarantee reimbursement to the City of costs incurred by it associated with clean up, proper disposal, any necessary revegetation and legal penalties and remedies.

24. Construction areas shall be fenced as required by the City to preclude the creation of an attractive nuisance and to limit access to nwd disturbance of sensitive habitat areas.

25. In conjunction with the submittal of any tentative subdivision map, the applicant shall submit conceptual architectural and landscape architectural plans, as determined appropriate by the Planning Director, which illustrate and :wither develop the architecture and landscape elements suggested in the Specific Plan. The direction of the site design shall reflect the prevailing rural environrnent and the site's role as a land use transitional area between urban and rural areas.

ZINC ONINTIONS

26. Construction of the development permitted hereby, including recordation of final subdivision maps, may be conducted progressively in stages, provided adequate vehicular access,

SUNNY -CAL SPECCtFIC PLAN
Conditions of Approval

infrastructure and public services are provided for all dwelling units and non-residential land uses in each stage of development, and further, provided that such phase of development conforms substantially with the intent and purpose of the Specific Plan Master Phasing Program and subsequent amendment as determined by the Planning Director.

27. Prior to the approval of any phase of development and/or approval of a tentative tract map, a focused traffic study shall be prepared for the respective phase of development. The purpose of the traffic study shall be to identify the specific traffic improvements necessary to achieve acceptable levels of service, as set forth in the Beaumont General Plan and Sunny Cal Environmental Impact Report. Identified improvements shall be made in conjunction with the respective development phase;.

PARKS AND RECREATION CONDITIONS

28. Development of the property shall be accompanied by the concurrent phased dedication and improvement of not less than 10.45 acres of fully improved and usable park area. That phased dedication shall be to the City for maintenance by a Community Facilities District or other suitable maintenance entity as determined by the City.

29. Prior to recordation oldie first implementing subdivision map, Applicants shall obtain City (and, if necessary, LAFCO) approval for the formation of a Community Facilities District or other appropriate financing mechanism, as determined by the City, to ensure the perpetual maintenance of dedicated lands for parks and recreational purposes, and for maintenance of other landscaped areas contained within public rights -of -way, or held in fee title by the City of Beaumont.

INFRASTRUCTURE CONDi I'1OtIS
30, Drainage and load control :Facilities and improvements shall be provided in accordance with Riverside County Flood Control and Water Conservation District standards. A detailed engineered hydrology study shall be submitted for the approval of the Public Works Director prior to the recordation of any subdivision map.

31. An amendment to CEQA required the preparation of a program to ensure that all mitigation measures are fully and completely implemented. The Environmental Impact Report (RIR) prepared for the Sunny -Cal Specific Plan imposes certain mitigation measures on the project.

Certain conditions of approval for the Sunny -Cal Specific Plan constitute self contained reporting/monitoring programs for certain mitigation measures. At the time of approval of subsequent development applications, further environmental reporting/monitoring programs may be established if additional mitigation is determined to be necessary through further

S TN"N?Y-CAL SPECIFIC PLAN
N
Ceuditioes of Approval

environmental review. The mitigation monitoring program for the Sunny -Cal Specific Plan EIR is hereby incorporated and performance of the mitigation measures set forth therein is a condition of approval of the Specific Plan.

32. Through Community Facilities District No. 93-1, an assessment district and/or through payment of development impact fees, the Developer shall be responsible for funding the project's fair share infrastructure and facility costs, as will be determined by the City of Beaumont Comprehensive Public Facilities Financing Plan.

33. Right-of-way shall be provided for and dedicated for the ultimate improvement of all roadways within or adjoining the project area in accordance with the City of Beaumont General Plan Circulation Element and the Sunny -Cal Specific Plan.

34. The City shall reserve the authority to determine the ultimate disposition and maintenance responsibility for any on- or of site drainage facilities, water quality basins, and water quality or biological mitigation areas. Such features may, at the City's sole option, be accepted by the City of CFD 93-I for maintenance, or shall, at the City's direction, be accepted and maintained by a Homeowners' Association or capable third party as approved by the City.

EXHIBIT E
STA EM NT OF Bl NEr'1'!'S TO' AZ CITY
The City will benefit from the high quality development, as well as the functional integrity, economic viability, environmental sensitivity, and positive aesthetic impact of the Project. As a master planned community the Sunny -Cal Specific Plan:
• Provides a high quality transition from facilities remaining on former egg ranch to suburban land uses consistent with reaamt development in the surrounding area Provides appropriate buffers with the surrounding development through the use of landscaped berms, and placement of large lots along Cherry Valley Boulevard.

Is sensitive to the existing physical and other environmental and planning constraints of the site and surrounding area;
• Provides for the recreation and open space needs for the Project residents and surrounding community by incorporating a neighborhood park, two pocket parks, and a paseo system; Provides for connectivity between residential neighborhood and recreational areas through a network of pedestrian sidewalks paseos, and on- and off-street bicycle trails. • Provides a land use plan that is sensitive to the environment, aesthetically pleasing, and places compatible land uses and facilities in an appropriate location; Establishes a circulation system that contributes to local and regional transportation needs and accommodates transit;
• Provides a system of infrastructure that includes public and private transportation, sewer, water, drainage, solid waste disposal energy, and other essential facilities to serve the needs of Project residents;
• Provide access patterns that minimize traffic conflicts; • Develops community identity through the identification of project design elements such as architecture, landscaping, wails, fencing, signage, and entry treatments; • Provides a comprehensive land use plan that designates the distribution, location, and extent of land uses;
a Provides housing opportunities that respond to market demands and provides a reasonable return on investment.
• Develops a project that promotes the public's health, safety and welfare.

F:x�` .3it E

RECORDING REQUESTED BY:

City of Beaumont
WHEN RECORDED MAIL TO:

City of Beaumont
550 E. 6th Street
Beaumont, CA 92223
Attention: City Manager's Office
DOC # 2019-0521786
12/17/2019 04:26 PM Fees: $0.00

Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
**This document was electronically submitted
to the County of Riverside for recording**
Receipted by: KAREN #277
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
Exempt from Recording Fees Pursuant to Government Code Section 27383 APN: 424-010-011 through 424-010-018

STATUTORY DEVELOPMENT

AGREEMENT BY AND BETWEEN

CITY OF BEAUMONT
AND

LASSEN DEVELOPMENT PARTNERS, LLLP
This Statutory Development Agreement ("Agreement") is entered into this Z1 !ay of Kt01fF [.6- , 2019, by and between CITY OF BEAUMONT, a general law city and municipal corporation located in the County of Riverside, State of California ("City"), and LASSEN DEVELOPMENT PARTNERS, LLLP, a Delaware limited liability partnership ("Developer") pursuant to the authority of Sections 65864 et seq. of the California Government Code and Beaumont City Council Resolution No. 1987-34.

RECITALS:

WHEREAS, City is a general law city and a municipal corporation of the State of California; and;
WHEREAS, Developer owns approximately 198.38 acres of land the legal description of which is attached hereto and incorporated herein by reference in Exhibit "A" ("Subject Property") (Assessor Parcel Nos. 424-010-011 through 424-010-018, inclusive), subject to an existing specific plan known as the Hidden Canyon Specific Plan, located south of SR -60, west of Potrero Boulevard and east of Jack Rabbit Trail in the City of Beaumont; and WHEREAS, Owner intends to convey the Subject Property to either (a) USAA Real Estate Company, a Delaware corporation, (b) an affiliate controlled by USAA Real Estate Company or having an interest therein, or (c) an affiliate known as MPLD II Inland Empire, LLC, a to -be -formed Delaware limited liability company ("Assignee"); and WHEREAS, the Subject Property is subject to the following entitlements: General Plan Amendment 11-GPA-02, Hidden Canyon Specific Plan 11 -SPA -01, Hidden Canyon EIR 1

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and Addendum, Parcel Map 36426 and Plot Plan PP2018-0134 (as extended on October 8, 2019) ("Entitlements"); and
WHEREAS, the permitted uses of the Property are industrial uses being Trucking Terminal, Industrial Complex, Wholesale, Distribution and Storage, Administrative Offices and Other Uses determined to be substantially similar; the density and intensity of use is up to 2.89 million square feet of distribution warehouses, maximum allowable lot coverage 55%; the maximum height of the proposed buildings is 50 feet above building finish floor elevation, the current approved size of Building 1 is 1,867,040 sf and the current approved size of Building 2 is 1,015,280 sf, minor modifications to building size and design are allowed per the specific plan as long as the maximum square footage is not exceeded; the specific provisions for reservation or dedication of land for public purposes are that Lots A & B of Parcel Map dedicated for streets and public utilities, Parcel A is open space, Parcel B is a retention basin and Parcel C is an open space area (collectively, the "Project"); and WHEREAS, the Project will provide jobs and industry in the City of Beaumont; and WHEREAS, Developer is not requesting from the City, nor is the City providing, any form of financial assistance to locate, develop, construct and/or operate in the City of Beaumont, and Developer agrees to comply with all conditions of approval; and WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Sections 65864 et seq. of the California Government Code, "Development Agreement Statute" which authorizes cities to enter into property development agreements with any person(s) or entity(ies) having a legal or equitable interest in real property for the development of such real property in order to establish certain development rights in the real property; and WHEREAS, this Development Agreement is intended to provide assurances to Developer that an approved Project may proceed subject to the policies, rules, regulations, and conditions of approval applicable to the Project at the time of approval, regardless of any changes to City policies, rules, and regulations after project approval, and provide assurances that City cannot otherwise unilaterally impose conditions of approval of the Project outside the context of the negotiated development agreement; and WHEREAS, this Agreement will eliminate uncertainty in planning for and securing orderly development of the Subject Property, assure installation of necessary improvements, and ensure attainment of the maximum effective utilization of resources within the City at the least economic cost to its citizens; and WHEREAS, based on the foregoing recitals, City has determined that this Agreement is appropriate under the Development Agreement Statute and Beaumont City Council Resolution No. 1987-34; and
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WHEREAS, this Agreement is voluntarily entered into in consideration of the benefits to and the rights created in favor of each of the parties hereto and in reliance upon the various representations and warranties contained herein; and WHEREAS, City, as "Lead Agency" under the California Environmental Quality Act ("CEQA") and the CEQA Guidelines, has determined that the "Project," as more fully described in this Agreement, has been fully analyzed per CEQA Guidelines under the existing EIR and Addendum for the Project.

NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Statute and Beaumont City Council Resolution No. 1987-34 and in consideration of the mutual covenants and promises of the parties contained herein, the Parties agree as follows:

AGREEMENT:

Section 1. Incorporation of Recitals and Exhibits
The foregoing Recitals and attached Exhibits are true and correct and are incorporated into this Agreement by this reference as though fully set forth herein.

Section 2. Effective Date
This Agreement shall become effective on the effective date ("Effective Date") of the ordinance enacting this Agreement ("Enacting Ordinance").

Section 3. Term
The parties agree that the Term of this Agreement shall be for a term of seven (7) years commencing on the Effective Date, subject to any termination provisions described in this Agreement ("Term").

Section 4. Project
The "Project" will include the development of up to 2.89 million square feet of industrial development with associated on and off -site improvements and landscaping on the Subject Property, which consist of approximately 198.38 acres of vacant land in the Hidden Canyon Specific Plan, subject to the following Entitlements: General Plan Amendment 11- GPA-02, Hidden Canyon Specific Plan 11 -SPA -01, Hidden Canyon EIR and Addendum, Parcel Map 36426 and Plot Plan PP2018-0134 (as extended on October 8, 2019).

Section 5. Project Site
The "Project Site" is the same as the Subject Property, which consists of approximately 198.38 acres of vacant land in the Hidden Canyon Specific Plan, located south of SR -60, west of Potrero Boulevard and east of Jack Rabbit Trail, in the City of Beaumont, California. 3

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Section 6. Termination
This Agreement shall be terminated and of no further effect upon the occurrence of any of the following events:
(a) The expiration of the Term of this Agreement; or
(b) Entry of final judgment or issuance of a final order by a court of competent jurisdiction directing City to set aside, withdraw, or abrogate City's approval of this Agreement or any material part of the Entitlements;
(c) The effective date of City's election to terminate this Agreement in response to an uncured default by Developer, pursuant to the terms of this Agreement; or (d) The effective date of Developer's election to terminate this Agreement for any reason.

In the event of a termination of this Agreement with respect to any portion of the Project or Project Site, any then -existing rights and obligations of the parties under this Agreement with respect to such portion of the Project or Project Site shall automatically terminate and be of no further force, effect or operation. No termination of this Agreement with respect to any portion of the Project or Project Site shall affect in any way the parties' rights and obligations hereunder with respect to any other portion of the Project or Project Site. If City lawfully terminates this Agreement because of Developer's default, then City shall retain any and all benefits, including without limitation any money, improvements, structures, easements or dedications received by City pursuant to any term or condition of this Agreement.

Section 7. Cooperation by Developer
Developer shall, in a timely manner, provide City with all documents, applications, plans and other information necessary for City to carry out its obligations under this Agreement and cause its planners, engineers and other consultants to do the same. Developer also shall apply in a timely manner for such other permits and approvals from other governmental or quasi- governmental agencies having jurisdiction over the Project or Project Site as may berequired for the development or operation of the Project or Project Site, as contemplated by this Agreement. For the avoidance of doubt, nothing in this Agreement shall be construed to require Developer to develop, construct, open or operate on the Project Site.

Except as provided to the contrary in Sections 23 and 24 regarding Hold Harmless and Indemnity, Developer shall have no obligations under this Agreement for matters that occur or obligations that arise with respect to any portion of the Project Site after it has transferred such portion of the Project Site to another party so long as Developer has complied with Section 17 hereof by providing notice to the City or obtaining the City's approval to the extent required in Section 17.

Section S. Processing Fees
Notwithstanding anything else herein, Developer shall pay all applicable fees pursuant to the Beaumont Municipal Code and established Fee Schedule in the amounts set forth in the 4

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schedule of fees in effect at the time such fees are due and payable during the development process. Without limiting the forgoing such fees will include grading permit fees, building permit fees and other similar fees.

Section 9. Vested Rights and Applicable Rules, Regulations and Policies (a) Except as otherwise provided in this' Agreement, Developer shall have the vested right to develop the Project and Project Site pursuant to the Entitlements and the rules, regulations, and policies governing use, density, design, improvement, construction, maximum height and size of proposed buildings in effect on the Effective Date of this Agreement (collectively, "Applicable Law"). It is the intent of City and Developer that the vesting of development rights of Developer shall include the permitted land uses, density and intensity of use of the Project Site, timing or phasing of development, zoning, and the location and size of public improvements and other terms and conditions of development of the Project or Project Site as set forth in the Entitlements and this Agreement. Except in the event of termination of this Agreement under Section 6, the Entitlements associated with the Project shall not expire prior to the end of the Term. In addition, pursuant to the City's policies, if, prior to the expiration of the Term of this Agreement, Developer has completed either Building 1 or Building 2, and all public and private improvements required in relation thereto and an unconditional Certificate of Occupancy has been issued by City, the Entitlements relative to such building shall have been deemed satisfied as it relates to this Agreement and the Entitlements for the remaining building to be constructed will continue in effect as otherwise provided in this Agreement.
(b) In accordance with Government Code Section 65866, nothing herein shall be construed to limit City's authority in subsequent actions applicable to the Property, to apply new rules, regulations and policies to the Project or Project Site which do not conflict with the Applicable Law or this Agreement, nor to limit City's police power to implement, based upon appropriate and adequate findings, specific emergency measures necessary to protect against real and actual threats to the health, safety and welfare of the general public. Nor shall this Development Agreement prevent the City from denying or conditionally approving any subsequent development project application on the basis of these existing or new rules, regulations, and policies.
(c) Notwithstanding anything to the contrary contained in this Agreement, City shall apply to the Project or Project Site, at any time during the term of this Agreement, the codes then in effect, as set forth in Title 15 of the Beaumont Municipal Code "Buildings and Construction".
(d) As provided in California Government Code Section 65869.5, this Agreement shall not preclude the application to the Project or Project Site of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in state or federal laws or regulations ("Changes in the Law"). In the event Changes in the Law prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with the Changes in the Law, 5

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and City and Developer shall take such action as may be required pursuant to this Agreement.

Section 10. Assessments, Fees, Mitigation and Exactions.

The City shall not impose any future assessment, fee, mitigation measure or exaction on the Property, the Project or the Development Plan or any portion thereof, except (a) those existing and proposed assessments, fees, mitigation measures and exactions in existence on the date of this Agreement as they may be amended from time to time, (b) such other fees, assessments and exactions as may be adopted or imposed by the City in conformance with the requirements of Article XIII D of the California Constitution, (c) such other development impact fees or categories of development impact fees which are adopted on a City or County -wide basis or as required as a condition to obtaining County funding; and (d) such other development impact fees or categories of development impact fees which are imposed on other development projects in the City and are adopted and levied based on a benefit assessment. Fees payable to City shall be at rates applicable on the date the fee is paid.

Section 11. Revisions
Developer initiated revisions to the entitlements related to the Project or Project Site shall not require an amendment to this Agreement, provided that City finds and determines that the proposed change or modification is consistent with the development standards and guidelines set forth in this Agreement and Applicable Laws.

Section 12. Nexus/Reasonable Relationship Challenges
Developer consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions or requirements set forth in this Agreement including, without limitation, any claim that they constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, or impose an unlawful tax.

Covenant Not To Sue. The Parties to this Agreement, and each of them, agree that this Agreement and each term hereof is legal, valid, binding, and enforceable. The Parties to this Agreement, and each of them, hereby covenant and agree that each of them will not commence, maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding against any other Party to this Agreement, in law or in equity, or based on an allegation, or assert in any such action, that this Agreement or any term hereof is void, invalid, or unenforceable
Section 13. Covenants Binding
A11 of the terms, provisions, and obligations contained in this Agreement shall be binding upon the City and Developer. Notwithstanding anything set forth in this Agreement to the contrary, during the term hereof, the Project and Project Site shall be subject to this 6

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Agreement, and any development of any portion of the Project and Project Site shall be subject to and in accordance with the terms of this Agreement.

Section 14. Periodic Review
City shall conduct a review of this Agreement as set forth as follows:
(a) Annual Review. City will review the extent of good faith compliance by Developer with the terms of this Agreement annually commencing on the first anniversary ofthe Effective Date of this Agreement.
(b) Notice. City shall notify Developer in writing of the date of review at least thirty (30) days prior thereto.
(c) Cooperation. Developer agrees to reasonably cooperate with City's review process.
(d) Failure to Conduct Review. City's failure to conduct an annual review of this Agreement shall not constitute a breach of this Agreement. (e) Certificate of Compliance. If, at the conclusion of a periodic or special review, Developer is found to be in compliance with this Agreement, City shall issue a Certificate of Compliance ("Certificate") to Developer stating that after the most recent periodic or special review, and based upon the information known or made known to City that: (i) this Agreement remains in effect and (ii) Developer is not in default. City shall not be bound by a Certificate if a default existed at the time of the periodic or. special review, but was concealed from or otherwise not known to City, regardless of whether or not the Certificate is relied upon by assignees or other transferees orDeveloper.

Section 15. Relationship of Parties
It is specifically understood and agreed by and among the parties hereto that the Project is a private development and that neither party is acting as the agent of the other in any respect hereunder. City and Developer also hereby renounce the existence of any form of joint venture or partnership among them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making City and Developer joint venturers or partners.

Section 16. No Third Party Beneficiaries
The only parties to this Agreement are Developer and City. There are no third - party beneficiaries and this Agreement is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever.

Section 17. Assignment of Rights
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Developer shall have the right to assign or delegate all or a portion of its rights, duties and obligations under this Agreement to subsequent fee owners of the Subject Property, (a) by giving prior written notice to City, to any entity in which Developer, or its principal shareholders, retain a majority ownership interest so long as such assignee expressly assumes the obligations of Developer hereunder, and (b) with the prior written consent of the City, which shall not be unreasonably withheld, to any other subsequent fee owner of the Project or portion thereof. Otherwise, Developer may not assign all or any portion of its rights hereunder nor delegate all or any portion of its duties and obligations hereunder. Notwithstanding the foregoing provisions of this Section 17, without further approval by the City, Developer may assign its rights and obligations hereunder, upon the conveyance of the Subject Property within one hundred twenty (120) days after the Effective Date, to the "Assignee" defined in the Recitals. Developer shall provide the City a copy of a written assignment of Development Agreement to such Assignee within ten (10) days after such conveyance of the Subject Property. When a permitted assignment has taken place pursuant to this Section 17, the assignor shall have no further duties, obligations or rights thereafter under this Agreement with respect to the portion of the Subject Property which is being transferred (except in relation to matters which occurred prior to the date of such transfer as provided in Sections 23 and 24).

Section 18. Singular and Plural; Gender; and Person
Except where the context requires otherwise, the singular of any word shall include the plural and vice versa; pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa; and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity.

Section 19. Time Is of the Essence
Time is of the essence of this Agreement and of each and every term and condition hereof.

Section 20. Waiver
All waivers must be in writing to be effective or binding upon the waiving party, and no waiver shall be implied from any omission by a party to take any action with respect to an Event of Default as defined in this Agreement. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party shall not constitute waiver of such party's right to demand strict compliance and specific performance by the other party in the future. In addition, no express written waiver of any Event of Default shall affect any otherEvent of Default, or cover any period of time other than as specified in such express waiver.
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Section 21. Amendments
This Agreement may be amended from time to time by mutual consent of the original parties or their successors in interest, with City's costs payable by amendment applicants, in accordance with the provisions of Government Code Sections 65867 and 65868 and City's adopted procedures and requirements for the consideration of amendments to development agreements. Minor revisions, as described above, shall not require an amendment to this Agreement.

Section 22. Ambiguities or Uncertainties
The parties hereto have mutually negotiated the terms and conditions of this Agreement and each party received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions contained herein. As such, this Agreement is a product of the joint drafting efforts of both parties and neither party shall be deemed to have solely or independently prepared or framed this Agreement. Therefore, any ambiguities or uncertainties are not to be construed against or in favor of either party,
Section 23. Hold Harmless
Developer hereby agrees to, and shall defend, indemnify and hold harmless City, city council, commissions, boards, subcommittees and City's elected and appointed officials, commissioners, board members, officers, agents, consultants and employees ("City Parties") from, any and all claims, costs and liability for any damages, personal injury or death, which may arise, directly or indirectly, from Developer's or Developer's officers', agents', consultants', employees', contractors' or subcontractors' negligent, willful or reckless conduct performed under or with respect to this Agreement. Developer shall have no obligations under this Section 23 (except in relation to matters which occurred prior to the date of such transfer) with respect to any portion or all of the Subject Property after it has transferred and conveyed its fee interest in such portion or all of the Subject Property to a third party.

Section 24. Indemnification
Developer shall defend, indemnify and hold harmless City, city council, commissions, boards, subcommittees and City's elected and appointed officials, commissioners, board members, officers, agents, consultants and employees ("City Parties") from and against any and all liabilities, demands, claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which any or all of them may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following items: (i) this Agreement and the concurrent and subsequent permits, licenses and entitlements approved by City; (ii) any environmental determination made by City in connection with the Project, Project Site or this Agreement; and (iii) any proceedings or other actions undertaken by City in connection with the adoption or approval of any of the above. In the event of any 9

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administrative, legal, equitable action or other proceeding instituted by any third party (including without limitation a governmental entity or official) challenging the legality, validity or adequacy of any of the above items or any portion thereof, the Parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, City, at its sole option, may tender the complete defense of any third -party challenge as described herein. In the event City elects to contract with special counsel to provide for such a defense, City shall meet and confer with Developer regarding the selection of counsel, and Developer shall pay all costs related to retention of such counsel by City. Developer shall have no obligations under this Section 24 (except in relation to matters which occurred prior to the date of such transfer) with respect to any portion or all of the Subject Property after it has transferred and conveyed its fee interest in such portion or all of the Subject Property to a third party.

Section 25. Delays in Performance
In addition to any other provisions of this Agreement with respect to delay, Developer and City shall be excused for performance of their obligations hereunder during any period of delay caused by acts of God or civil commotion; major acts of terrorism occurring in the United States of America, riots, strikes, picketing, or other labor disputes; shortage of materials or supplies; damage to or prevention of work in process by reason of fire, floods, earthquake, or other casualties; litigation, restrictions imposed or mandated by governmental or quasi -governmental entities; and/or enactment of conflicting provisions of the Constitution, laws of the United States of America, the State of California, or any codes, statutes, regulations or executive mandates promulgated thereunder. If written notice of such delay is given to either party within thirty (30) days after the commencement of such delay, an extension of time for such cause shall be granted in writing for the period of the delay, or longer as may be mutually agreed upon.

Section 26. Events of Default
A default under this Agreement shall be deemed to have occurred upon the happening of one or more of the following events or conditions: (i) a warranty, representation, or statement made or furnished by Developer expressly in this Agreement to City or by City to Developer is false or proves to have been false in any material respect when it was made, or (ii) a finding by City made following a periodic review of the Agreement under the procedure provided in this Agreement, based on substantial evidence, that Developer has not complied in good faith with one or more of the terms or conditions of this Agreement, or (iii) Developer's failure to perform any of its material obligations under this Agreement (each an "Event of Default"). Upon the occurrence of an Event of Default by Developer or City, the non -defaulting party shall provide the other party thirty (30) calendar days written notice specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured ("Notice of Default").

Subject to any extensions of time by mutual consent of the parties in writing, and subject to the provisions of Sections 25 and 31 of this Agreement, the failure or unreasonable delay by either party to perform any material term or provision of this Agreement for a period of thirty (30) days after the receipt of a written notice of default from the other party 10

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shall constitute a default under this Agreement. If the nature of the alleged default is such that it cannot reasonably be cured within such thirty (30) calendar day period, the commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure within such period. Any Notice of Default given hereunder shall specify in detail the nature of the alleged Event of Default and the manner in which such Event of Default may be satisfactorily cured in accordance with the terms and conditions of this Agreement. During the time periods herein specified for cure of an Event of Default, the party charged therewith shall not be considered to be in default for purposes of termination of this Agreement, institution of legal proceedings with respect thereto, or whether any further building permits shall be issued with respect to the Project Site.

Section 27. No Ministerial Permits upon DeveloperDefault No ministerial permits, such as but not limited to building permits and grading permits, shall be issued nor shall any applications for such ministerial permits be accepted for any structure or improvement for the Project or on the Project Site during the course of any default proceedings initiated by City until after it has been determined Developer is not in default or until such default is cured by Developer or is waived by City, Section 28. Applicable Law
This Agreement shall be construed and enforced in accordance with the laws of the State of California.

Section 29. Venue
In the event that suit is brought by either party to this Agreement, the parties agree that venue shall be exclusively vested in the State courts of the County of Riverside, California or where appropriate, in the United States District Court, Southern District of California, Riverside, California.

Section 30. No Damages Relief
Notwithstanding anything else in this Agreement to the contrary, the parties acknowledge that neither would have entered into this Agreement had either been exposed to damage claims for any breach hereof. As such, the parties agree that in no event shall either party be entitled to recover monetary damages of any kind whatsoever (other than the recovery of costs and attorney's fees pursuant to the terms of this Agreement or applicable law) against the other for breach of this Agreement.

Section 31. Legal Action; Attorneys' Fees
Either party may, in addition to any other rights or remedies, institute legal action to cure, correct or remedy a default, enforce any covenant or agreement herein, enjoin any 11

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threatened or attempted violation hereof, or enforce by specific performance the obligations and rights of the parties hereto. The prevailing party in any such action shall be entitled to its reasonable attorneys' fees and costs to be paid by the losing party.

Section 32. Notices
Any notice or communication required hereunder among City and Developer shall be in writing, and may be given either personally or by registered mail, return -receipt requested.

Notice, by personal delivery, shall be deemed to have been given and received on the actual receipt by any of the addressees designated below as the party to whom notices are to be sent.

Notice by registered mail shall be deemed to have been received when delivered by the US Mail service to the recipient. Any party hereto may at any time, upon written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their addresses set forth below:

To City:

City of Beaumont
550 E. 6th Street
Beaumont, CA 92223
Attention: Community Development Director
To Developer:

Lassen Development Partners, LLLP,
a Delaware limited liability limited partnership
c/o Verdeam LLC
3900 S. Wadsworth Blvd, Suite 650
Denver, Colorado 90235
Attn: Carl G. de Rozario
E-mail: cderozario cr verdea .co
Section 33. Consistency of Entitlements withAgreement
The parties hereto acknowledge that it is their intention that all terms, conditions and obligations of any and all entitlements related to the Project Site and/or Project, or arising from this. Agreement shall be consistent with, or at minimum, shall not conflict with, the terms, provisions and obligations of this Agreement.

Section 34. Partial Invalidity Due to Governmental Action In the event state or federal laws or regulations enacted after the Effective Date, or formal action of any governmental entity other than City, prevent compliance with one or more provisions of this Agreement, or require changes in plans, maps or permits approved by City, the parties agree that the provisions of this Agreement shall be modified, extended or 12

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suspended only to the minimum extent necessary to comply with such laws or regulations.

Section 35. Further Actions andInstruments
The parties agree to provide reasonable assistance to the other and cooperate to carry out the intent and fulfill the provisions of this Agreement. Each of the parties shall promptly execute and deliver all documents and perform all acts as necessary to carry out the matters contemplated by this Agreement.

Section 36. Entire Agreement
This Agreement and the exhibits attached hereto contain all the representations and the entire agreement between the parties with respect to the subject matter hereof. Except as otherwise specified in this Agreement and the exhibits attached hereto, any prior correspondence, memoranda, warranties, representations and agreements unless otherwise provided in this Agreement, are superseded in total by this Agreement and the exhibits attached hereto.

Section 37. Severability
If any term, provision, covenant or condition of this Agreement is repealed by referendum or is held by a court of competent jurisdiction or an authorized government enforcement agency to be invalid, void or unenforceable, the remaining provisions, if any, of this Agreement shall continue in full force and effect, unless enforcement of this Agreement as so invalidated would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement.

Section 38. Authority to Execute Agreement
The person or persons executing this Agreement on behalf of Developer and City warrant and represent that they have the authority to execute this Agreement and the authority to bind Developer and City, as applicable, to the performance of their respective obligations hereunder.

Section 39. Counterparts
This Agreement may be executed in duplicate counterpart originals, each of which is deemed to be an original, and all of which when taken together shall constitute one and the same instrument.

Section 40. Recordation
In order to comply with Section 65868.5 of the Development Agreement Statute, the parties do hereby direct the City Clerk to cause a copy of this Agreement to be recorded with the Riverside County Recorder's Office within ten (10) days after the Enacting Ordinance takes effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the dates written above.

CITY OF BEAUMONT
APPROVED:

By: Julio M ez, or
ATTEST:

By:

Steven Mehlman, City
Clerk
APPRObr AS TO JRM:

DEVELOPER
APPROVED:

Lassen Development Partners, LLLP,
a Delaware limited liability limited
partnership
By: Lassen Development Partners GP, LLC,
a Delaware limited liability company,
its General Partner
By:

Iame:S • - 11Z —
Title: YV4,6:1 —
Date: 1 • Z1 • 1,41
5291.009.2093655.6
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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Orange )
On before me Mehdi Zahedit notary public Personally appeared LAI
who proved to me on the basis of satisfactory evidence to be the person whose name(4 is / are sub- scribed to the within instrument and acknowledged to me that he / executed the same in his /her kheir authorized capacity"), , and that by he / signature on the instrument the person(s'), or the entity upon behalf of which the persons acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
Mehdi Zaiedl. notary public
m
m

MEHDI ZAHEDI
COMM...2135028 1
NOTARY PUBLIC -CALIFORNIA —I

ORANGE COUNTY CJ
My Term Exp. December 23, 2019J

OPTIONAL
Notary Seal
Though the information below is not required by law, it may prove valuable to person(s) relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Title or type of Document: ,
Document Date .�I/Y� 7 ,zJ/9
Number of pages:
(including this page)

RECORDING REQUESTED BY:

City of Beaumont
WHEN RECORDED MAIL TO:

City of Beaumont
550 E. 6th Street
Beaumont, CA 92223
Attention: City Manager's Office
DOC # 2021-0431271
07/19/2021 12:17 PM Fees: $0.00

Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
**This document was electronically submitted
to the County of Riverside for recording**
Receipted by: JACQUELINE #2386
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
Exempt from Recording Fees Pursuant to Government Code Section 27383 APN: 424-050-016, 018, 020 & 022

STATUTORY DEVELOPMENT

AGREEMENT BY AND BETWEEN

CITY OF BEAUMONT
AND

USEF CROSSROADS I & II, LLC
This Statutory Development Agreement ("Agreement") is entered into this 1ST day of June 2021, by and between CITY OF BEAUMONT, a general law city and municipal corporation located in the County of Riverside, State of California ("City"), and USEF CROSSROADS I, LLC, a Delaware limited liability company. and USEF CROSSROADS II, LLC, a Delaware limited liability company (collectively, "Developer"), pursuant to the authority of Sections 65864 et seq. of the California Government Code and Beaumont City Council Resolution No. 1987-34.

RECITALS:

WHEREAS, City is a general law city and a municipal corporation of the State of California; and;
WHEREAS, Developer owns approximately 126 developable acres of land the legal description of which is attached hereto and incorporated herein by reference in Exhibit "A" ("Subject Property") (Assessor Parcel Nos. 424-050-016, 018, 020,& 022, inclusive), subject to an existing specific plan known as the Rolling Hills Ranch Industrial Park Specific Plan, located south of SR -60, east of Potrero Boulevard in the City of Beaumont; and WHEREAS, the Subject Property is subject to the following entitlements: General Plan Amendment 04-GPA-03, Rolling Hills Ranch Industrial Park Specific Plan, EIR and Addendums, Parcel Map 34209 and Plot Plan O4 -PP -18, all as may have been amended ("Entitlements"); and
WHEREAS, the developed portion of the site is constructed and occupied by Wolverine on Parcel 2 located at 1020 W. Prosperity Way and Amazon on Parcel 3 located at 1010 W. Fourth Street; and
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WHEREAS, the permitted uses of the Property are contained in the Beaumont Municipal Zoning Code in section 17.50.200 ML Zone (Light Manufacturing) including industrial uses being Trucking Terminal, Industrial Complex, Wholesale, Distribution and Storage, Administrative Offices and Other Uses determined to be substantially similar; the density and intensity of use is up to approximately 3 million square feet of distribution warehouses; and
WHEREAS, the Project provides jobs and industry in the City of Beaumont; and WHEREAS, Developer is not requesting from the City, nor is the City providing, any form of financial assistance to locate, develop, construct and/or operate in the City of Beaumont, and Developer agrees to comply with all conditions of approval; and WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Sections 65864 et seq. of the California Government Code, "Development Agreement Statute" which authorizes cities to enter into property development agreements with any person(s) or entity(ies) having a legal or equitable interest in real property for the development of such real property in order to establish certain development rights in the real property; and WHEREAS, this Development Agreement is intended to provide assurances to Developer that an approved Project may proceed subject to the policies, rules, regulations, and conditions of approval applicable to the Project at the time of approval, regardless of any changes to City policies, rules, and regulations after project approval, and provide assurances that City cannot otherwise unilaterally impose conditions of approval of the Project outside the context of the negotiated development agreement; and WHEREAS, this Agreement will eliminate uncertainty in planning for and securing orderly development and occupancy of the Subject Property, assure installation of necessary improvements, and ensure attainment of the maximum effective utilization of resources within the City at the least economic cost to its citizens; and WHEREAS, based on the foregoing recitals, City has determined that this Agreement is appropriate under the Development Agreement Statute and Beaumont City Council Resolution No. 1987-34; and
WHEREAS, this Agreement is voluntarily entered into in consideration of the benefits to and the rights created in favor of each of the parties hereto and in reliance upon the various representations and warranties contained herein; and WHEREAS, City, as "Lead Agency" under the California Environmental Quality Act ("CEQA") and the CEQA Guidelines, has determined that the "Project," as more fully described in this Agreement, has been fully analyzed per CEQA Guidelines under the existing EIR and Addendum for the Project.
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NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Statute and Beaumont City Council Resolution No. 1987-34 and in consideration of the mutual covenants and promises of the parties contained herein, the Parties agree as follows:

AGREEMENT:

Section 1. Incorporation of Recitals and Exhibits
The foregoing Recitals and attached Exhibits are true and correct and are incorporated into this Agreement by this reference as though fully set forth herein.

Section 2. Effective Date
This Agreement shall become effective on the effective date ("Effective Date") of the ordinance enacting this Agreement ("Enacting Ordinance").

Section 3. Term
The parties agree that the Term of this Agreement shall continue until terminated by either party, commencing on the Effective Date, subject to any termination provisions described in this Agreement ("Term").

Section 4. Project
The "Project" includes the existing development of approximately 3 million square feet of industrial development with associated on and off -site improvements and landscaping on the Subject Property, which consist of approximately 126 developable acres in the Rolling Hills Ranch Specific Plan, subject to the following Entitlements: General Plan Amendment 04-GPA-03, Rolling Hills Ranch Specific Plan, EIR and Addendums, Parcel Map 34209 and Plot Plan 04 -PP -18 ("Entitlements").

Section 5. Project Site
The "Project Site" is the same as the Subject Property, which consists of approximately 126 developable acres of vacant land in the Rolling Hills Specific Plan, located south of SR - 60, east of Potrero Boulevard, in the City of Beaumont, California.

Section 6. Termination
This Agreement shall be terminated and of no further effect upon the occurrence of any of the following events:
(a) The expiration of the Term of this Agreement; or
(b) Entry of final judgment or issuance of a final order by a court of competent 3

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jurisdiction directing City to set aside, withdraw, or abrogate City's approval of this Agreement or any material part of the Entitlements;
(c) The effective date of City's election to terminate this Agreement in response to an uncured default by Developer, pursuant to the terms of this Agreement.

In the event of a termination of this Agreement with respect to any portion of the Project or Project Site, any then -existing rights and obligations of the parties under this Agreement with respect to such portion of the Project or Project Site shall automatically terminate and be of no further force, effect or operation. No termination of this Agreement with respect to any portion of the Project or Project Site shall affect in any way the parties' rights and obligations hereunder with respect to any other portion of the Project or Project Site. If City lawfully terminates this Agreement because of Developer's default, then City shall retain any and all benefits, including without limitation any money, improvements, structures, easements or dedications received by City pursuant to any term or condition of this Agreement.

Section 7. Cooperation by Developer
Developer shall, in a timely manner, provide City with all documents, applications, plans and other information necessary for City to carry out its obligations under this Agreement and cause its planners, engineers and other consultants to do the same. Developer also shall apply in a timely manner for such other permits and approvals from other governmental or quasi- governmental agencies having jurisdiction over the Project or Project Site as may be required for the development or operation of the Project or Project Site, as contemplated by this Agreement. For the avoidance of doubt, nothing in this Agreement shall be construed to require Developer to develop, construct, open or operate on the Project Site.

Except as provided to the contrary in Sections 23 and 24 regarding Hold Harmless and Indemnity, Developer shall have no obligations under this Agreement for matters that occur or obligations that arise with respect to any portion of the Project Site after it has transferred such portion of the Project Site to another party so long as Developer has complied with Section 17 hereof by providing notice to the City or obtaining the City's approval to the extent required in Section 17.

Section 8. Processing Fees
Notwithstanding anything else herein, Developer shall pay all applicable fees pursuant to the Beaumont Municipal Code and established Fee Schedule in the amounts set forth in the schedule of fees in effect at the time such fees are due and payable during the development process. Without limiting the forgoing such fees will include grading permit fees, building permit fees and other similar fees.

Section 9. Vested Rights and Applicable Rules, Regulations and Policies (a) Except as otherwise provided in this' Agreement, Developer shall have the vested right to develop the Project and Project Site pursuant to the Entitlements and the rules, regulations, and policies governing use, density, design, improvement, construction, maximum height and size of proposed buildings in effect on the Effective Date of this Agreement (collectively, "Applicable Law"). It is the intent of City and Developer that the 4

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vesting of development rights of Developer shall include the permitted land uses, density and intensity of use of the Project Site, timing or phasing of development, zoning, and the location and size of public improvements and other terms and conditions of development of the Project or Project Site as set forth in the Entitlements and this Agreement. Except in the event of termination of this Agreement under Section 6, the Entitlements associated with the Project shall not expire prior to the end of the Term. In addition, pursuant to the City's policies, if, prior to the expiration of the Term of this Agreement, Developer has completed either Building 1 or Building 2, and all public and private improvements required in relation thereto and an unconditional Certificate of Occupancy has been issued by City, the Entitlements relative to such building shall have been deemed satisfied as it relates to this Agreement and the Entitlements for the remaining building to be constructed will continue in effect as otherwise provided in this Agreement.
(b) In accordance with Government Code Section 65866, nothing herein shall be construed to limit City's authority in subsequent actions applicable to the Property, to apply new rules, regulations and policies to the Project or Project Site which do not conflict with the Applicable Law or this Agreement, nor to limit City's police power to implement, based upon appropriate and adequate findings, specific emergency measures necessary to protect against real and actual threats to the health, safety and welfare of the general public. Nor shall this Development Agreement prevent the City from denying or conditionally approving any subsequent development project application on the basis of these existing or new rules, regulations, and policies.
(c) Notwithstanding anything to the contrary contained in this Agreement, City shall apply to the Project or Project Site, at any time during the term of this Agreement, the codes then in effect, as set forth in Title 15 of the Beaumont Municipal Code "Buildings and Construction".
(d) As provided in California Government Code Section 65869.5, this Agreement shall not preclude the application to the Project or Project Site of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in state or federal laws or regulations ("Changes in the Law"). In the event Changes in the Law prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with the Changes in the Law, and City and Developer shall take such action as may be required pursuant to this Agreement. (e) "Sewer flow from the Project shall be limited to the amount provided in the Sewer Study dated June 1, 2020, prepared by Thienes Engineering, titled "SEWER AREA STUDY

AND PRELIMINARY LIFT STATION DESIGN FOR BEAUMONT CROSSROADS H LOGISTICS", which study has been accepted by the City. The maximum sewer flow from the Project shall not be greater than a projected cumulative 106,080 gallons per day (gpd) peak flow at any given time, based upon estimated flow from Wolverine (or any future occupant of the structure, including the planned Wolverine expansion Parcel 1, on APN 424-050-016 & 018) not to exceed 55,470gpd and estimated flow from Amazon (or any future occupant of the structure on APN 424-050-020&022) not to exceed 50,610gpd. Any actual or projected exceedance in 5

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the projected maximum flow generated by the Project as determined by City shall be reassessed for sewer system impacts by City and mitigated by Developer accordingly. All sewer discharges from the Project shall comply with the applicable provisions of law, regulations, policies and orders including, but not limited to, those contained in the Beaumont Municipal Code". This allocation of the sewer capacity to the Project may not be allocated by the City or the Developer to other buildings or projects within the area and shall remain available to Developer for those buildings only contained within this Agreement even if not being fully utilized from time -to - time.

Section 10. Assessments, Fees, Mitigation and Exactions.

The City shall not impose any future assessment, fee, mitigation measure or exaction on the Property, the Project or the Development Plan or any portion thereof, except (a) those existing and proposed assessments, fees, mitigation measures and exactions in existence on the date of this Agreement as they may be amended from time to time, (b) such other fees, assessments and exactions as may be adopted or imposed by the City in conformance with the requirements of Article XIII D of the California Constitution, (c) such other development impact fees or categories of development impact fees which are adopted on a City or County -wide basis or as required as a condition to obtaining County funding; and (d) such other development impact fees or categories of development impact fees which are imposed on other development projects in the City and are adopted and levied based on a benefit assessment. Fees payable to City shall be at rates applicable on the date the fee is paid.

Section 11. Revisions
Developer initiated revisions to the entitlements related to the Project or Project Site shall not require an amendment to this Agreement, provided that City finds and determines that the proposed change or modification is consistent with the development standards and guidelines set forth in this Agreement and Applicable Laws.

Section 12. Nexus/Reasonable Relationship Challenges
Developer consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions or requirements set forth in this Agreement including, without limitation, any claim that they constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, or impose an unlawful tax.

Covenant Not To Sue. The Parties to this Agreement, and each of them, agree that this Agreement and each term hereof is legal, valid, binding, and enforceable. The Parties to this Agreement, and each of them, hereby covenant and agree that each of them will not commence, maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding against any other Party to this Agreement, in law or in equity, or based on an allegation, or assert in any such action, that this Agreement or any term hereof is void, invalid, 6

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or unenforceable.

Section 13. Covenants Binding
All of the terms, provisions, and obligations contained in this Agreement shall be binding upon the City and Developer. Notwithstanding anything set forth in this Agreement to the contrary, during the term hereof, the Project and Project Site shall be subject to this Agreement, and any development of any portion of the Project and Project Site shall be subject to and in accordance with the terms of this Agreement.

Section 14. Periodic Review
City shall conduct a review of this Agreement as set forth as follows:
(a) Annual Review. City will review the extent of good faith compliance by Developer with the terms of this Agreement annually commencing on the first anniversary ofthe Effective Date of this Agreement.
(b) Notice. City shall notify Developer in writing of the date of review at least thirty (30) days prior thereto.
(c) Cooperation. Developer agrees to reasonably cooperate with City's review process.
(d) Failure to Conduct Review. City's failure to conduct an annual review of this Agreement shall not constitute a breach of this Agreement. (e) Certificate of Compliance. If, at the conclusion of a periodic or special review, Developer is found to be in compliance with this Agreement, City shall issue a Certificate of Compliance ("Certificate") to Developer stating that after the most recent periodic or special review, and based upon the information known or made known to City that: (i) this Agreement remains in effect and (ii) Developer is not in default. City shall not be bound by a Certificate if a default existed at the time of the periodic or. special review, but was concealed from or otherwise not known to City, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Developer.

Section 15. Relationship of Parties
It is specifically understood and agreed by and among the parties hereto that the Project is a private development and that neither party is acting as the agent of the other in any respect hereunder. City and Developer also hereby renounce the existence of any form of joint venture or partnership among them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making City and Developer joint venturers or partners.

Section 16. No Third Party Beneficiaries
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The only parties to this Agreement are Developer and City. There are no third - party beneficiaries and this Agreement is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever.

Section 17. Assignment of Rights
Developer shall have the right to assign or delegate all or a portion of its rights, duties and obligations under this Agreement to subsequent fee owners of the Subject Property, (a) by giving prior written notice to City, to any entity in which Developer, or its principal shareholders, retain a majority ownership interest so long as such assignee expressly assumes the obligations of Developer hereunder, and (b) with the prior written consent of the City, which shall not be unreasonably withheld, to any other subsequent fee owner of the Project or portion thereof. Otherwise, Developer may not assign all or any portion of its rights hereunder nor delegate all or any portion of its duties and obligations hereunder. Notwithstanding the foregoing provisions of this Section 17, without further approval by the City, Developer may assign its rights and obligations hereunder, upon the conveyance of the Subject Property within one hundred twenty (120) days after the Effective Date, to the "Assignee" defined in the Recitals. Developer shall provide the City a copy of a written assignment of Development Agreement to such Assignee within ten (10) days after such conveyance of the Subject Property. When a permitted assignment has taken place pursuant to this Section 17, the assignor shall have no further duties, obligations or rights thereafter under this Agreement with respect to the portion of the Subject Property which is being transferred (except in relation to matters which occurred prior to the date of such transfer as provided in Sections 23 and 24).

Section 18. Singular and Plural; Gender; and Person
Except where the context requires otherwise, the singular of any word shall include the plural and vice versa; pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa; and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity.

Section 19. Time Is of the Essence
Time is of the essence of this Agreement and of each and every term and condition hereof.

Section 20. Waiver
All waivers must be in writing to be effective or binding upon the waiving party, and no waiver shall be implied from any omission by a party to take any action with respect to an Event of Default as defined in this Agreement. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party shall not constitute 8