Beaumont City Council
February 18, 2025

DOC #2021-0431271 Page 9 of 20
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.

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. 9

DOC #2021-0431271 Page 10 of 20
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 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 10

DOC #2021-0431271 Page 11 of 20
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 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.
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DOC #2021-0431271 Page 12 of 20
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 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:

USEF Crossroads I & II, LLC
USAA Real Estate Company
9830 Colonnade Blvd., Suite 600
San Antonio, TX 78230
Attn: Lange Allen
E-mail: l te.allen' i usrealcocom
12

DOC #2021-0431271 Page 13 of 20
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 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
13

DOC #2021-0431271 Page 14 of 20
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.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the dates written above.

CITY OF BEAUMON'.

APP V
ATTIT:

By h ico F lee wrig t, Depu
City . erk
°, NTayor
APPROVED AS TO FORM:

Sohn Pinkn° , City
Attorney

DEVELOPER
APPROVED:
(see following page)
14

DOC #2021-0431271 Page 15 of 20
USEF CROSSROADS I, LLC, a Delaware limited liability company BY: USAA EAGLE REAL ESTATE MULTI -SECTOR
OPERATING PARTNERSHIP, LP, a Delaware limited partnership, its managing member
By: USAA Ea OP GP, LLC,
a Delaw imited liabili
By:

Name:

Title: Executive managing Duet ,r
Date Signed:
y, its general partner

STATE OF TEXAS

COUNTY OF BEXAR
Personally appeared before me,
1® . -6 , Notary Public,
, wit whom I am per ally acquainted, and who
acknowledged that he executed the within instrument for the purposes therein contained, and who further acknowledged that he is th f USAA Eagle OP GP, LLC, a Delaware limited liability company, general partner of U agle Real Estate Multi -Sector Operating Partnership, LP, a Delaware limited partnership, managing member of USEF CROSSROADS I, LLC, a Delaware limited liability company and is authorized to execute this instrument.

WITNESS my hand, at office, this day of

MARYANN SANTIAGO
Notary Public, State of Teas
My Comm. x.11.04-2024
ID No.13276396-3
16 Notary 'Ptr ilic
My Commission Expires: if
, 2021.
t
065611.00522 363652 vl

DOC #2021-0431271 Page 16 of 20

USEF CROSSROADS II, LLC,
a Delaware limited liability company
By: USAA Eagle Real Estate Multi -Sector Operating Partnership, LP, a Delaware limited partnership, its managing member
By: USAA F } , ° e OP GP, LLC
a Del e limited liabil'
By:

Name:

Title:

Date Signed:
any, its general partner

STATE OF TEXAS

COUNTY OF BEXAR
Bruce C. Petersen
Executive Managing Direr
Personally appeared before me,
p y acquainted, and who
acknowledged that he executed the within instrument for the purposes therein contained, and who further acknowledged that he is the C F,°` SAA Eagle OP GP, LLC, a Delaware limited liability company, general partner of US • - le Real Estate Multi -Sector Operating Partnership, LP, a Delaware limited partnership, managing member of USEF CROSSROADS II, LLC, a Delaware limited liability company and is authorized to execute this instrument. ai 4 `1t. f. , Notary Public,
wi whom I am erso ll
WITNESS my hand, at office, this day of

MARY ANN SANTIAGO
Notary Public, State of Texas
My Comm. Exp. 11-04-2024
ID No. 13276396-3
17 , 2021.

Notary '11'blic
My Commission Expires:
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DOC #2021-0431271 Page 17 of 20
Exhibit "A"
Tract 1:

PARCEL "B" AS SHOWN ON EXHIBIT "B" TO LOT LINE ADJUSTMENT NO. 16-LLA- 002, RECORDED MAY 31, 2016, AS INSTRUMENT NO. 2016-0221815 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A PORTION OF PARCEL 2, OF PARCEL MAP NO. 34209, IN THE CITY OF

BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 233, PAGES 81 THROUGH 85 INCLUSIVE OF PARCEL MAPS, IN THE

OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING WITHIN THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN

BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF SAID PARCEL 2 WITH A LINE PARALLEL WITH AND DISTANT 229.97 FEET EASTERLY, MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF SAID PARCEL 2; THENCE ALONG SAID PARALLEL LINE, SOUTH 02° 23' 07" WEST, 1065.16 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF PROSPERITY WAY (78.00 FEET WIDE), AS SHOWN ON SAID PARCEL MAP NO. 34209;
THENCE ALONG LAST SAID NORTHERLY RIGHT OF WAY LINE, SOUTH 87° 36' 53" EAST, 1297.61 FEET TO THE BEGINNING OF A TANGENT CURVE IN LAST SAID

NORTHERLY RIGHT OF WAY LINE, CONCAVE NORTHERLY AND HAVING A RADIUS 489.00 FEET;
THENCE EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 07° 13' 38" AN ARC LENGTH OF 61.68 FEET;

THENCE TANGENT TO SAID CURVE ALONG LAST SAID NORTHERLY RIGHT OF WAY LINE, NORTH 85° 09' 29" EAST, 272.23 FEET TO THE EASTERLY LINE OF SAID PARCEL 2;
THENCE ALONG SAID EASTERLY LINE OF PARCEL 2, NORTH 00° 29' 47" WEST, 1004.85 FEET TO AN ANGLE POINT THEREIN;
THENCE CONTINUING ALONG SAID EASTERLY LINE, NORTH 86° 46' 09" WEST,

15.00 FEET TO AN ANGLE POINT THEREIN;
THENCE CONTINUING ALONG SAID EASTERLY LINE, NORTH 00° 29' 47" WEST,

23.26 FEET TO SAID NORTHERLY LINE OF PARCEL 2;
THENCE ALONG SAID NORTHERLY LINE OF PARCEL 2, NORTH 87° 36' 53" WEST, 1562.51 FEET TO THE POINT OF BEGINNING.

Tract 2:

PARCEL "A" OF NOTICE OF LOT LINE ADJUSTMENT NO. 16-LLA-002, AS EVIDENCED BY DOCUMENT RECORDED MAY 31, 2016 AS INSTRUMENT NO. 2016- 0221815 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1 AND A PORTION OF PARCEL 2, OF PARCEL MAP NO. 34209,

IN THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS 18 065611.00522 363652 vl

DOC #2021-0431271 Page 18 of 20
PER MAP FILED IN BOOK 233, PAGES 81 THROUGH 85 INCLUSIVE OF PARCEL

MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING WITHIN THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF SAID PARCEL 2 WITH A LINE PARALLEL WITH AND DISTANT 229.97 FEET EASTERLY, MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF SAID PARCEL 2; THENCE ALONG SAID PARALLEL LINE, SOUTH 02° 23' 07" WEST, 1065.16 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF PROSPERITY WAY (78.00 FEET WIDE), AS SHOWN ON SAID PARCEL MAP NO. 34209; THENCE ALONG LAST SAID NORTHERLY RIGHT OF WAY LINE, NORTH 87° 36' 53" WEST, 871.62 FEET TO THE BEGINNING OF A TANGENT CURVE IN LAST

SAID NORTHERLY RIGHT OF WAY LINE, CONCAVE NORTHERLY AND HAVING A RADIUS 100.00 FEET; THENCE WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 17° 12' 31" AN ARC LENGTH OF 30.03 FEET; THENCE

TANGENT TO SAID CURVE ALONG LAST SAID NORTHERLY RIGHT OF WAY LINE, NORTH 70° 24' 22" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 61.00 FEET; THENCE WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 67° 27' 57" AN ARC LENGTH OF 71.83 FEET TO THE NORTHERLY LINE OF LOT "G" AS SHOWN ON SAID PARCEL MAP NO. 34209; THENCE ALONG SAID NORTHERLY LINE OF LOT "G", NORTH 87° 36' 53" WEST, 100.62 FEET TO THE EASTERLY LINE OF LOT "I" AS SHOWN ON SAID PARCEL MAP NO. 34209; THENCE ALONG SAID EASTERLY LINE OF LOT "I", NORTH 01° 23' 48" WEST, 1002.52 FEET TO THE NORTHERLY LINE OF SAID PARCEL 1, SAID NORTHERLY LINE ALSO BEING ON THE SOUTHERLY LINE OF MORENO VALLEY FREEWAY, AS SHOWN ON SAID PARCEL MAP NO. 34209; THENCE ALONG SAID NORTHERLY LINE OF PARCEL 1, SOUTH 88° 06' 53" EAST, 116.17 FEET; THENCE CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 1, SOUTH 79° 09' 57" EAST, 279.43 FEET TO THE BEGINNING OF A TANGENT CURVE IN SAID NORTHERLY LINE OF PARCEL 1, CONCAVE NORTHERLY AND HAVING A RADIUS OF 425.00 FEET;
THENCE EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 29° 30' 19" AN ARC LENGTH OF 218.86 FEET; THENCE TANGENT TO SAID CURVE ALONG SAID NORTHERLY LINE OF PARCEL 1, NORTH 71° 19' 44" EAST, 156.05

FEET TO THE BEGINNING OF A TANGENT CURVE IN SAID NORTHERLY LINE OF PARCEL 1, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 375.00 FEET; THENCE EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 21° 03' 23" AN ARC LENGTH OF 137.81 FEET; THENCE CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 1 AND SAID NORTHERLY LINE OF PARCEL 2, SOUTH 87° 36' 53" EAST, 292.60 FEET TO THE POINT OF BEGINNING. PARCEL 2:

NON-EXCLUSIVE EASEMENTS FOR ROADWAYS, UTILITIES & OTHER PURPOSES AS CREATED BY THAT CERTAIN DOCUMENT ENTITLED "DECLARATION OF

COVENANTS, CONDITIONS AND RESTRICTIONS FOR CROSSROADS LOGISTIC CENTER AN INDUSTRIAL COMMON INTEREST DEVELOPMENT" RECORDED JUNE 14, 2016 AS INSTRUMENT NO. 2016- 0243325 AND AMENDED BY THAT CERTAIN 19 065611.00522 363652 vl

DOC #2021-0431271 Page 19 of 20
"FIRST AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR CROSSROADS LOGISTIC CENTER" RECORDED OCTOBER 19, 2018 AS INSTRUMENT NO. 2018- 0414545 BOTH OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENT FOR

EMERGENCY ACCES, INGRESS AND EGRESS, AS SET FORTH IN THAT CERTAIN "EMERGENCY ACCESS EASEMENT GRANT AND AGREEMENT" RECORDED JUNE 15, 2016 AS INSTRUMENT NO. 2016- 0244428 OF OFFICIAL RECOORDS OF RIVERSIDE COUNTY, CALIFORNIA.

Tract 3:

PARCEL A AS SHOWN ON CERTIFICATE OF PARCEL MERGER NO. 19-M-005, AS EVIDENCED BY DOCUMENT RECORDED OCTOBER 07, 2019 AS INSTRUMENT NO. 2019-0401443 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARCELS 3 AND 4 OF PARCEL MAP NO. 34209, IN THE CITY OF BEAUMONT,

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 233, PAGES 81 THROUGH 85 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH LOT "C" OF SAID PARCEL MAP NO. 34209 VACATED BY RESOLUTION NO. 2018-30 - NOTICE OF STREET VACATION NO. 18-SV-004 BY THE CITY COUNCIL OF THE CITY OF BEAUMONT, RECORDED OCTOBER 19, 2018 AS DOCUMENT NO. 2018-0414547, OF

OFFICIAL RECORDS OF SAID COUNTY, ALL LYING WITHIN THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN

BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL 4; THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL 4, SOUTH 87° 36' 53" EAST, 726.11 FEET TO THE WESTERLY CURVED LINE OF SAID LOT "C", BEING THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 961.00

FEET, A RADIAL LINE TO SAID BEGINNING OF NON -TANGENT CURVE BEARS SOUTH 85° 25' 24" EAST; THENCE ALONG THE WESTERLY LINE OF SAID LOT "C" THE FOLLOWING THREE (3) COURSES:
1) SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 03° 00' 23", AN ARC LENGTH OF 50.43 FEET;
2) SOUTH 07° 34' 59" WEST, 81.37 FEET;
3) SOUTH 51° 04' 05" WEST, 23.55 FEET TO THE NORTHERLY CURVED LINE OF 4TH STREET (100.00 FEET WIDE) AS SHOWN ON SAID PARCEL MAP NO. 34209, BEING

THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1,150.00 FEET; A RADIAL LINE TO SAID BEGINNING OF NON -TANGENT CURVE BEARS NORTH 04° 49' 54" EAST;
THENCE ALONG SAID NORTHERLY LINE OF 4TH STREET THE FOLLOWING FIVE (5) COURSES:
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DOC #2021-0431271 Page 20 of 20
1) EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 16° 46' 49", AN ARC LENGTH OF 336.80 FEET;
2) SOUTH 68° 23' 17" EAST, 589.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 1,050.00 FEET; 3) EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 20° 50' 09", AN ARC LENGTH OF 381.84 FEET;
4) SOUTH 89° 13' 26" EAST, 499.45 FEET;
5) NORTH 46° 19' 53" EAST, 26.61 FEET TO THE WESTERLY LINE OF DISTRIBUTION WAY (78.00 FEET WIDE) AS SHOWN ON SAID PARCEL MAP NO. 32409;

THENCE ALONG SAID WESTERLY LINE OF DISTRIBUTION WAY THE FOLLOWING FIVE (5) COURSES:
1) NORTH 00° 29' 47" WEST, 625.48 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 639.00 FEET; 2) NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 24° 02' 37", AN ARC LENGTH OF 268.15 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 561.00 FEET,

A RADIAL LINE TO SAID BEGINNING OF TANGENT REVERSE CURVE BEARS SOUTH 66° 27' 10" EAST;
3) NORTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 28° 23' 21", AN ARC LENGTH OF 277.97 FEET;
4) NORTH 04° 50' 31" WEST, 60.21 FEET;
5) NORTH 51° 02' 01" WEST, 27.46 FEET TO THE SOUTHERLY LINE OF PROSPERITY WAY (78.00 FEET WIDE) AS SHOWN ON SAID PARCEL MAP NO. 34209;

THENCE ALONG SAID SOUTHERLY LINE OF PROSPERITY WAY THE FOLLOWING SIX (6) COURSES:
1) SOUTH 85° 09' 29" WEST, 65.88 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 567.00 FEET; 2) WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 07° 13' 38", AN ARC LENGTH OF 71.52 FEET;
3) NORTH 87° 36' 53" WEST, 2,169.23 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 100.00 FEET; 4) WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 17° 12' 31", AN ARC LENGTH OF 30.03 FEET;
5) SOUTH 75° 10' 35" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 61.00 FEET; 6) WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 67° 27' 57", AN ARC LENGTH OF 71.83 FEET TO A POINT ON THE SOUTHERLY LINE OF LOT "F" OF SAID PARCEL MAP NO. 34209, A RADIAL LINE TO SAID POINT BEARS SOUTH 52° 38' 32" WEST;
THENCE ALONG SAID SOUTHERLY LINE OF LOT "F", NORTH 87° 36' 53" WEST,

95.47 FEET TO THE WESTERLY LINE OF SAID PARCEL 4; THENCE ALONG SAID WESTERLY LINE OF PARCEL 4, SOUTH 01° 23' 48" EAST, 796.71 FEET TO THE POINT OF BEGINNING.
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Notice ID: XypcgldV41Qse6Xwt942 I Proof Updated: Jan. 23, 2025 at 03:37pm PST Notice Name: Development Annual Reviews 2024
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Development Annual Reviews 2024 - Page 1 of 2

LEGALADVERTISEMENT
NOTICE IS HEREBY GIVEN, That the City of Beaumont will conduct publ lc hearings to consider the mutter described below. The Planning Commission's public hearing will be held at 6:00 p.m. on Wednesday February 12 th , 2025 at 550 East Sixth Street, Beaumont, California.

DEVELOPMENT AGREEMENT ANNUAL REVEIWS, Per City of
Beaumont Resolution 1987-34, the City of Beaumont Planning Commission will conduct a public hearing and review the status of the following development agreements active between a developer and the City of Beaumont:

Pardee Homes
SDC Fairway Canyon, LLC
LV Heartland LLC
Exeter Cherry Valley Land LLC
Mc Donald Property Group
USEF Crossroads LLC
Public comments can be made in person, using the public comment phone line or by written email. Phone-in comments will be accepted by calling the designated public comment phone line (951) 922- 4845 prior to the corresponding item. Public comments shall not exceed three minutes unless otherwise autharizetl by City Council.

Written comments can be emalled to [email protected] Public comments accepted vla email will be read aloud during the corresponding item of the meeting. Comments can be submitted any time prior to the meeting as well as during the meeting until the end of the corresponding Item.

This meeting will be conducted in person and also and will be recorded for live streaming. All City of Beaumont public meetings will be made available via live streaming and made available on the City's official YouTube webpage. Please use the following link during the meeting for live stream access: BeaumontCa.gov/Llvestream Katie Jenson
Assistant Planner
klensonabeaumontca.sov
The Press -Enterprise
Published: 1126/25
Development Annual Reviews 2024 - Page 2 of 2

BAUME ONT
-c A L I F O R N I A
Staff Report
TO: City Council
FROM: Brian Forbath, Bond Counsel
DATE February 18, 2025
SUBJECT: Reimbursement Agreement with Meritage Homes of California, Inc. Re Proposed Community Facilities District No. 2025-1 (Fairway Canyon Phase 4C)
Description Approval of a Reimbursement Agreement with Meritage Homes Background and Analysis:

The developer, Meritage Homes of California, Inc., a California corporation (the "Developer") owns property containing 366 proposed residential lots within the City. Such property is located in the northwestern part of the City in Fairway Canyon. The Developer has requested that the City form a community facilities district ("CFD No. 2025-1") to encompass such property in accordance with the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), to finance the costs of certain public improvements, public safety services, and maintenance services through the levy of a special tax. The Developer has posted a deposit with the City to pay the costs of forming CFD No. 2025-

1. The City routinely enters into Reimbursement Agreements with Developers to reimburse CFD deposit costs from bond proceeds when and if issued.

As described in detail below, the City has obligations under the Development Agreement to cooperate with the Developer in forming CFD 2025-1.

In 2003, the City entered into a Development Agreement (the "Development Agreement") with LB/L-SunCal Oak Valley, LLC ("SunCal Oak Valley"). The Development Agreement requires the City to, among other things, cooperate with the developer in taking all steps necessary to cause a community facilities district or other alternative financing mechanisms to provide public financing for the construction of public infrastructure improvements on the property subject to the SunCal Development Agreement. The project subject to the Development Agreement was originally called Oak Valley and is now known as Fairway Canyon.

SunCal Oak Valley was a subsidiary of a large land development company known as SunCal and was set up as a single -purpose entity to own and develop the Oak Valley

project. Lehman Brothers provided financing to various SunCal subsidiaries for land development projects throughout California. In particular, SunCal Oak Valley received a loan from an affiliated entity of Lehman Brothers which was secured by a deed of trust against the Oak Valley project. Lehman Brothers also owned a 50% share of SunCal Oak Valley's equity.

Following the Lehman Brother's bankruptcy filing in 2008, SunCal Oak Valley entered bankruptcy as an involuntary debtor in California bankruptcy court as Lehman Brothers attempted to recover their investments in various SunCal projects by foreclosing on the various loans. In October 2011, following several years of litigation, Lehman Brothers and SunCal reached a settlement of their litigation pursuant to which, among other things, (1) SunCal would not object to the bankruptcy plan proposed by the bankruptcy trustee and (2) SunCal would have the option to purchase two projects from Lehman Brothers (one of which was the Oak Valley project) at an agreed price.

On January 6, 2012, the California bankruptcy court confirmed the final bankruptcy plan for SunCal Oak Valley and the other SunCal companies. The bankruptcy court's order provides that each of the various SunCal projects (including the Oak Valley project) were to be conveyed to the applicable Lehman Brothers affiliate, including all "right, title and interest in, to and under any development agreements, plans engineering reports, permits and community facilities district bonds." The final order from the bankruptcy court also specifically provided for the assumption of the Development Agreement by SunCal Oak Valley in the bankruptcy case and provided that any precondition to assignment or conveyance of any such contracts was deemed satisfied by the bankruptcy court's order.

In particular, on March 27, 2012, the bankruptcy court entered a sale order conveying the Oak Valley project to LV Oak Valley Champions LLC pursuant to the final bankruptcy plan.

Pursuant to the settlement agreement between SunCal and Lehman Brothers, it appears SDC Fairway Canyon LLC purchased the Oak Valley (now Fairway Canyon) project from LV Oak Valley Champions LLC. In July 2012, pursuant to Section 20.1 of the SunCal Development Agreement, the City consented to the assignment of the Development Agreement to SDC Fairway Canyon LLC.

Analysis:

The City routinely enters into Reimbursement Agreements with Developers to reimburse CFD deposit costs from bond proceeds when and if issued. The Developer has deposited [$50,000] with the City to pay the costs of forming the District. The Developer has also completed a sewer lift station that is ready for conveyance to the City. The Reimbursement Agreement would also allow for the Developer to convey such facility to

the City prior to the formation of CFD NO. 2025-1 and allow the Developer to be reimbursed for such facility from bond proceeds if and when issued.

Fiscal Impact:

The Developer has made a deposit of [$50,000] to pay for the costs of the formation proceedings which may be reimbursed to the Developer in accordance with Reimbursement Agreement.

The estimated cost to prepare this report is $250.

Recommended Action:

Approve the Reimbursement Agreement with Meritage Homes.

Attachments:

A. Reimbursement Agreement

REIMBURSEMENT AGREEMENT

RE PROPOSED

COMMUNITY FACILITIES DISTRICT
OF THE CITY OF BEAUMONT (FAIRWAY CANYON PHASE 4C)

THIS REIMBURSEMENT AGREEMENT RE PROPOSED COMMUNITY FACILITIES DISTRICT OF THE CITY OF BEAUMONT (FAIRWAY CANYON PHASE 4C) (the "Agreement") dated as of January 21, 2025 is entered into by and between the City of Beaumont, a general law city organized and existing under the laws and constitution of the State of California (the "City"), and Meritage Homes of California, Inc., a California corporation (the "Developer").

RECITALS:

A. The Developer is developing the final phase (Phase 4C) of its Fairway Canyon community in the City with approximately 366 dwelling units pursuant to that certain Development Agreement between the City of Beaumont and LB/L-SunCal Oak Valley LLC, recorded as Instrument No. 2003-977700 in the Riverside County Recorder's Office on December 5, 2003 (the "Development Agreement"), as partially assigned to and assumed by the Owner, as evidenced by Document No. 2021-0396265 recorded on June 30, 2021, and by Document No. 2022-0201712 recorded on April 29, 2022 in the Official Records of the County.

B. Pursuant to the Development Agreement, the City has previously established its Community Facilities District No. 2022-1 and Community Facilities District No. 2023-1 with respect to Phases 4A and 4B, respectively, of the Fairway Canyon community.

C. The Developer desires to include Phase 4C within a Community Facilities District of the City of Beaumont (the "District") to be established by the City pursuant to the Development Agreement and the Mello -Roos Community Facilities Act of 1982 (Government Code Section 53311 et seq.) (the "Act").

D. The City and the Developer are desirous of entering into this Agreement in order to (i) provide a mechanism by which the Developer may advance certain costs related to the cost of formation of the District, (ii) provide that such District, if formed, will reimburse the Developer for the amounts advanced hereunder and (iii) to allow the City to accept a sewer lift station serving the development within the District prior to formation of the District and finance the acquisition of the sewer lift station through the District.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

1. Recitals. Each of the above recitals is incorporated herein and is true and correct.

2. Potential Formation of the District and Issuance of Bonds. (a) At the request of the Developer, the City will undertake to form the District.

The City will retain, at the Developer's expense, the necessary consultants to analyze the proposed #220146 v2 9225.14

formation of the District and issuance of bonds, including an engineer, special tax consultant, financial advisor, bond counsel, market absorption consultant, appraiser and other consultants deemed necessary by the City. In addition, City staff time spent in connection with the formation of the District and the issuance of bonds shall be at Developer's expense. (b) In order to fund the process of analyzing the potential formation of the District, the Developer has caused to be advanced to the City a sum totaling $50,000. From time to time, the Developer shall make additional advances to the City within 15 days following receipt from the City of a request for an additional advance to cover the costs of forming the District and/or issuing bonds. In the event the Developer does not deliver the requested amount to the City within such 15 -day period, the City will have no obligation to proceed with the analysis or bond issue unless and until such additional advance is received. The Developer shall have the right to notify the City at any time, in writing, of its intention to abandon the formation of the District or the issuance of bonds. Upon receipt of such notice, the City shall instruct its consultants to cease work as soon as practicable. The Developer shall be responsible to pay all costs and expenses incurred by the City or any City consultant or advisor prior to the date on which the City's consultants are notified of the Developer's notice of abandonment. Notwithstanding a decision of the Developer to abandon the formation of the District or the issuance of bonds, the City may, in its sole discretion, elect to proceed with formation of the District and/or the issuance of bonds with funds other than those of the Developer; provided, however, that, in executing this Agreement, the Developer or owner of the Property shall not be deemed to have waived their right to object to the formation of the District or the issuance of bonds.
(c) The City will provide to the Developer on request a summary of how the advances have been spent and the unexpended balance remaining. With the exception of $5,000, which is nonrefundable, amounts advanced by the Developer will be reimbursable to the Developer, without interest, from the proceeds of bonds issued by the District when and if the District is formed.

In the event that bonds are not issued to provide a source of reimbursement to the Developer, the City shall have no liability to the Developer to reimburse them for any of amounts previously advanced by the Developer and expended by the City in accordance with this Agreement.

3. Reimbursement Procedure. The City shall return any funds which have been advanced by the Developer which are not expended on the purposes set forth in Section 2 above.

Such returned funds shall be without interest.

4. Abandonment of CFD Formation Process. Except as provided in the Development Agreement, the Developer understands that (i) any formation of the District shall be in the sole discretion of the City, (ii) no provision of this Agreement shall be construed as a promise, warranty or agreement by the City to form the District, to annex the Property to any other district or improvement area of the City or to issue any bonds and (iii) the City shall have no liability to Developer for its decision not to form the District or issue bonds.

5. Sewer Lift Station. In accordance with the terms of the City of Beaumont Subdivision Improvement Agreement Tract 31462 between the City and Developer dated August 12, 2022, the Developer has constructed a sewer lift station serving the Fairway Canyon community.

The sewer lift station is in operation but has not yet been accepted by the City. Developer proposes that the District, when and if formed, shall be authorized to finance the acquisition of the sewer lift #220146 v2 9225.14

station and the City agrees that its acceptance of the sewer lift station prior to the formation of the District shall not preclude such financing.

6. Indemnification and Hold Harmless. The Developer hereby assumes the defense of, and indemnifies and saves harmless, jointly and severally, the City and each of its officers, directors, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or arising out of any acts or omissions taken by the Developer or any of the Developer's officers, employees, contractors and agents with respect to the formation of the District.

7. Notices. Any notice to be provided pursuant to this Agreement shall be delivered to the following addresses:

Developer
City:

With a copy to:

Meritage Homes of California, Inc.
5 Peters Canyon Road, Suite 310
Irvine, California 92606
Attention: Efrem Joelson, Forward Planning Manager
City of Beaumont
550 East 6th Street
Beaumont, CA 92223
Attention: City Manager, City Clerk
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Attention: Brian Forbath, Esq.

Telephone: (949) 725-4193
Email: [email protected]
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

8. Assignment. The Developer may assign its interest in this Agreement at any time provided, however, that the Developer shall provide written evidence of any assignment to the City.

9. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent permitted by law.

10. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the matters provided for herein.

11. Amendments. This Agreement may be amended or modified only by written instrument signed by all parties.

12. Counterparts. This Agreement maybe executed in counterparts, each of which shall be deemed an original.
#220146 v2 9225.14

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

14. No Third Party Beneficiaries. No person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the City and the Developer, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

15. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

16. Termination. This Agreement shall terminate and be of no further force and effect on December 1, 2026 unless expressly amended by the parties; provided, however, that the Developer's obligations under Section 6 shall survive the termination and the City's obligation to provide reimbursement in accordance with Section 3 for expenses incurred prior to the termination date shall also survive termination.

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

CITY OF BEAUMONT, a political subdivision of
the State of California
By:

City Manager
ATTEST:

By:

City Clerk
MERITAGE HOMES OF CALIFORNIA, a
California corporation
By:

Name:

Its:

APPROVED AS TO FORM:

CITY ATTORNEY
By:
#220146 v2 9225.14

BAUME ONT
-C A L I F O R N I A
Staff Report
TO: City Council
FROM: Brian Forbath, Bond Counsel
DATE February 18, 2025
SUBJECT: Joint Community Facilities Agreement with the City of Beaumont, Beaumont Cherry Valley Water District and Meritage Homes of California, Inc. Relating to Community Facilities District No. 2021-1 (Fairway Canyon) and Community Facilities District No. 2024-_
Description Approval of a Joint Community Facilities Agreement among the City, Meritage Homes and Beaumont -Cherry Valley Water District.

Background and Analysis:

The developer, Meritage Homes of California, Inc., a California corporation (the "Developer") owns property containing 366 proposed residential lots within the City. Such property is located in the northwestern part of the City in Fairway Canyon. As discussed in a previous agenda item tonight, the Developer has requested that the City form a community facilities district ("CFD No. 2025-1") to encompass such property in accordance with the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), to finance the costs of certain public improvements, public safety services, and maintenance services through the levy of a special tax. In connection with the formation of proposed CFD No. 2025-1 (which is expected in the spring of 2025), the Developer is requesting that CFD No. 2025-1 finance certain water improvements required to develop the property which would be owned by Beaumont -Cherry Valley Water District ("Water District"). In order to finance such improvements, the City would be required to enter into a Joint Community Facilities Agreement ("JCFA") with the Developer and Water District.

The Developer has also posted a deposit with the City to pay the costs of forming CFD No. 2025-1.

As discussed in the previous agenda item tonight, the City has obligations under the Development Agreement to cooperate with the Developer in forming CFD 2025-1.

However, the Development Agreement does not specifically address the JCFA issue.

Analysis:

A JCFA is required under the Act to allow CFD 2025-1 to finance facilities to be owned by the Water District. Although the City does not have any JCFAs with any other public agencies, JCFAs are common in the State for CFD financings. Pursuant to the proposed JCFA, the CFD 2025-1 would issue bonds at the discretion of the City Council and when and if bonds are issued, a portion of the proceeds could be used by the Water District to acquire water facilities from the Developer. The Developer agrees within the JCFA to indemnify the City and the Water District for any and all actions relate to the JCFA.

Fiscal Impact:

The estimated cost to prepare this report is $250.

Recommended Action:

Approve Joint Community Facilities Agreement among the City, Meritage Homes and Beaumont -Cherry Valley Water District.

Attachments:

A. Joint Community Facilities Agreement

JOINT COMMUNITY FACILITIES AGREEMENT
among

CITY OF BEAUMONT
and

BEAUMONT-CHERRY VALLEY WATER DISTRICT
and
MERITAGE HOMES OF CALIFORNIA, INC.,
a California corporation
relating to
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (FAIRWAY CANYON)

OF THE CITY OF BEAUMONT
AND
COMMUNITY FACILITIES DISTRICT NO. 2024- (FAIRWAY CANYON PHASE 4C)

OF THE CITY OF BEAUMONT
#220159 v3 9225.14

JOINT COMMUNITY FACILITIES AGREEMENT
THIS JOINT COMMUNITY FACILITIES AGREEMENT (the "Agreement") dated as of , 2024, by and among the CITY OF BEAUMONT, a political subdivision of the State of California (the "City"), the BEAUMONT-CHERRY VALLEY WATER DISTRICT (the "Water District"), and MERITAGE HOMES OF CALIFORIA, INC., a California corporation (the "Company"), and relates to Community Facilities District No. 2023-1 (Fairway Canyon) of the City of Beaumont ("CFD No. 2023-1") and Community Facilities District No. 2024-_ (Fairway Canyon Phase 4C) of the City of Beaumont ("CFD No. 2024-_" and, with CFD No. 2023-1, the "CFDs") for the purpose of financing certain facilities to be owned and operated by the Water District, consisting of the potable water and non -potable water improvements described in Exhibit B hereto (the "Water District Facilities").

RECITALS:

A. The Company is the developer of the land described in Exhibit A hereto (the "Property") which is located in the City of Beaumont, County of Riverside, and consists of all the property located within CFD No. 2023-1 and CFD No. 2024-_ B. The Company, as the developer of the Property, and pursuant to a Water Main Extension and Facilities Construction Agreement for Tract 31462 —Phase 4B Non -Potable Infrastructure (Oak Valley Parkway) with the Water District dated and a Water Main Extension and Facilities Construction Agreement for Tract 31462 —Phase 4B Potable Infrastructure (Oak Valley Parkway) with the Water District dated (each, a "Service Agreement" and, collectively, the "Service Agreements") intends to construct the Water District Facilities for acquisition by the Water District. Each of the Water District Facilities shall be referred to herein as an "Acquisition Facility" and collectively referred to as the "Acquisition Facilities."
C. The City Council of the City (the "City Council") has formed CFD No. 2023-1 and the Company has requested that the City form CFD No. 2024-_ pursuant to the provisions of the Mello -Roos Community Facilities Act of 1982, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code (the "Act"). The City has the sole responsibility for administration of the CFDs.

D. The provision of the Water District Facilities is necessitated by the development of the Property and the parties hereto find and determine that the residents residing within the boundaries of the Water District, the City and the CFDs will be benefited by the construction and/or acquisition of the Water District Facilities and that this Agreement is beneficial to the interests of such residents.

E. The parties hereto intend to have the CFDs assist in financing the construction and/or acquisition of the Water District Facilities by disbursing proceeds of special taxes of the CFD and bonds issued by the CFDs.

F. The Water District is authorized by Section 53313.5 of the Act to assist in the financing of the acquisition and/or construction of the Water District Facilities. This Agreement constitutes a joint community facilities agreement, within the meaning of Section 53316.2 of the Act, by and among the Water District, the Company and the City, pursuant to which the CFDs will be authorized to finance the construction and/or acquisition of the Water District Facilities. #220159 v3 9225.14

G. The parties hereto intend to have the CFDs assist in financing the Water District Facilities by transferring to the Company (with respect to the Acquisition Facilities) a portion of the special tax and bond proceeds of one or both CFDs, in accordance with the terms of this Agreement and pursuant to the Act.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

1. Recitals. Each of the above recitals is incorporated herein and is true and correct.

2. Sale of Bonds and Use of Proceeds. The purpose of this Agreement is to provide a mechanism by which the Company may request either or both CFD No. 2023-1 or CFD No. 2024-_ to levy special taxes and issue bonds to provide funds to finance the Water District Facilities. In the event that special tax and bond proceeds are not available to finance the Water District Facilities, the Company shall remain obligated to construct the Water District Facilities pursuant to the Service Agreements.

The bonds shall be issued only if, in its sole discretion, the City Council determines that all requirements of state and federal law and all City policies with respect to the issuance of the bonds have been satisfied or have been waived by the City. In no event shall the Company or the Water District have a right to compel the issuance of the bonds or the disbursement of bond proceeds to fund the Water District Facilities except in accordance with this Agreement.

3. Disbursements.
(a) Bond proceeds of a CFD designated for the Water District Facilities shall be held by the CFD in a special fund (the "Water District Facilities Account of the Acquisition and Construction Fund") which shall be invested by the City and earn and accumulate its own interest.

In the event that the CFD has deposited bond proceeds to the Water District Facilities Account of the Acquisition and Construction Fund, the City shall notify the Water District and the Company, in writing, as to the amount of bond proceeds so deposited and the yield on the bonds. All interest earnings on amounts in the CFD's Water District Facilities Account of the Acquisition and Construction Fund shall remain in the Water District Facilities Account and will be available for disbursement for the Water District Facilities as described below. (b) The City shall make disbursements from the Water District Facilities Account of the Acquisition and Construction Fund in accordance with the terms of this Agreement and neither the City nor the Water District shall be responsible to the Company for costs incurred by the Company as a result of withheld or delayed payments.

With respect to each Acquisition Facility, upon its completion and acceptance pursuant to the terms of this Agreement, and the Water District's receipt and approval of an Acquisition Facility Payment Request from Company for the Acquisition Facility in the form attached hereto as Exhibit C (an "Acquisition Facility Payment Request") and pursuant to the terms of Section 6 below, the Water District shall request a disbursement of bond proceeds to the Company in an amount equal to the Actual Cost (defined below) of the Acquisition Facility (an "Acquisition Facility Disbursement Request"). Such Acquisition Facility Disbursement Request shall be in the form attached hereto as Exhibit C-1.
#220159 v3 9225.14
2

4. Construction and Ownership of Facilities. The Acquisition Facilities shall be designed, constructed and inspected in accordance with the terms of the applicable Service Agreement and Section 5 below. The Water District Facilities shall be and remain the property of the Water District. The Company shall comply with the bonding requirements of the applicable Service Agreement for the Acquisition Facilities. Title for each Acquisition Facility shall be conveyed pursuant to the applicable Service Agreement.

5. Design and Construction of Acquisition Facilities.
(a) Design. Company and its design engineer shall consult with the Water District's Engineering Department at regular intervals as prescribed by said department as design progresses for each Acquisition Facility. Upon completion of the design of each Acquisition Facility to the satisfaction of the Water District and when Company has paid to the Water District all applicable plan checking and building permit fees, the Water District shall notify Company that the design of the Acquisition Facility is complete and acceptable to the Water District. (b) Construction. Upon completion of the design of an Acquisition Facility as specified in Section 5(a) hereof and upon receiving written authorization from the Water District to proceed with the construction of the Acquisition Facility to be constructed by Company, or any part thereof, Company shall proceed to obtain bids for the construction of such Acquisition Facility and shall construct the Acquisition Facility in accordance with the requirements of Section 5(c) hereof.

Company shall cause the Acquisition Facility to be constructed in an expeditious manner so that construction of all such Acquisition Facilities shall be completed in a timely manner or such modification thereof as the Water District and Company may agree to; provided, however, that the construction of the Acquisition Facilities shall proceed and be completed so that the proceeds of the bonds may be expended for the acquisition and construction of the Acquisition Facilities within three years from the date of their issuance.
(c) Public Works Requirements. In order to insure that the Acquisition Facilities will be constructed as if they had been constructed under the direction and supervision, or under the authority of, the Water District, so that they may be acquired by the District pursuant to Section 53313.5 of the Government Code, Company shall comply with all of the following requirements:
(1) The plans and specifications and the bidding and contract documents shall be approved by the Water District's Engineer Department, and all such documents shall conform to the procurement and bidding requirements of the Water District with respect to public works projects.
(2) Company shall advertise for bids for the construction with the standard procedures and requirements of the Water District with respect to its public works projects.
(3) Company shall require, and the specifications and bid and contract documents shall require all such contractors to pay prevailing wages and to otherwise comply with applicable provisions of the Labor Code, the Government Code and the Public Contract Code relating to public works projects of cities and as required by the procedures and standards of the Water District with respect to the construction of its public works projects.
#220159 v3 9225.14
3

(4) The contract or contracts for the construction of each Acquisition Facility shall be awarded to the responsible bidder(s) submitting the lowest responsive bid(s) for the construction of such Acquisition Facility. (5) Said contractors shall be required to furnish labor and material payment bonds and contract performance bonds in amount equal to one hundred percent (100°/o) of the contract price naming Company and the Water District as obligees and issued by insurance or surety companies approved by the Water District. All such bonds shall be in a form approved by counsel to the Water District. Rather than requiring its contractors to provide such bonds, Company may elect to provide same for the benefit of its contractors.
(6) All such contractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Acquisition Facilities which they will construct in conformance with the Water District's standard procedures and requirements.
(7) Company and all such contractors shall comply with such other requirements relating to the construction of the Acquisition Facilities which the Water District may impose by written notification delivered to Company and each such contractor prior to the receipt of bids by Company for the construction of such Acquisition Facilities or during the progress of construction thereof. Changes in plans and specifications of the Acquisition Facilities shall be allowed prior to the receipt of bids by Company or upon a change order as may be necessary.

Company shall provide proof to the Water District, at such intervals and in such form as the Water District may require, that the foregoing requirements have been satisfied as to all of the Acquisition Facilities to be constructed by Company. (d) Inspection and Approval of Construction. The Water District shall provide such level of inspection of the progress of the construction of the Acquisition Facilities to be constructed by Company as it deems necessary, and its inspectors shall have access to the construction sites at all times for purposes of conducting their inspection. Company and its contractors shall cooperate in every way with the Water District and its inspectors to ensure that they are afforded an adequate opportunity to inspect each and every phase of the progress of construction of each such Acquisition Facility. Upon completion of the construction of an Acquisition Facility constructed by Company and upon receipt of written notification from its inspectors that construction thereof has been completed in accordance with the plans and specifications therefor and the Water District's standard requirements, and satisfactory proof, based on the records of Company and the Water District and such certifications as the Water District may require, that the requirements of Section 5(c) hereof have been satisfied, the Water District shall notify Company in writing that the construction of such Acquisition Facility has been satisfactorily completed. Upon receiving such notification, Company shall forthwith file with the County Recorder of the County of Riverside a Notice of Completion pursuant to the provisions of Section 2093 of the Civil Code. Company shall furnish to the Water District a duplicate copy of each such Notice of Completion showing thereon the date of filing with the County Recorder. The costs incurred by the Water District in inspecting and approving the construction of the Acquisition Facilities shall be paid or reimbursed from the amounts deposited by Company or, at the election of the Water District, from the proceeds of the sale of the bonds of the District. #220159 v3 9225.14
4

(e) Liens. Upon the expiration of the time for the recording of claims of liens as prescribed by Sections 3115 and 3116 of the Civil Code, Company shall provide to the Water District such evidence or proof as the Water District shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment to the construction of the Acquisition Facilities constructed by Company have been paid, that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. (f) Insurance. Company shall procure and provide the following insurance policies, in a form acceptable to the Water District, naming the Water District, the District and their officers, agents and employees as additional insureds, to the extent permitted by law: such policies shall remain in effect until construction of all of the Acquisition Facilities by Company is completed and acceptance thereof by the Water District has occurred.

Before awarding a contract for the construction of any Acquisition Facility, Company shall provide the Water District with a certificate of insurance and endorsement as to such insurance, in a form acceptable to the Water District, and Company shall provide the Water District with a new certificate of insurance with respect thereto upon each renewal of such insurance policy.

Prior to awarding a contract for the construction of any Acquisition Facility to be constructed by Company, Company shall also furnish to the Water District a certificate of insurance evidencing that Company has procured and has in force a current policy of workers' compensation insurance in compliance with California law as to all workers to be employed by Company in connection with the design and construction of the Acquisition Facility. Company shall require each person, firm or corporation with whom it contracts in connection with the design and construction of the Acquisition Facilities to provide and maintain such workers' compensation insurance and a broad form comprehensive general liability insurance policy in the amount hereinabove specified and in a form acceptable to the Water District. Upon request, Company shall provide to the Water District proof, in a form acceptable to the Water District, that each contractor with whom it contracts has procured and is maintaining such insurance.

Notwithstanding the preceding provisions of this section, if the contractors with whom Company contracts for the construction of the Acquisition Facilities provide the insurance policies herein required in a form acceptable to the Water District and which name the Water District, the District and their officers, agents and employees as additional insureds, Company shall be relieved of its obligation under this section to provide such insurance coverage so long as such contractor or contractors have maintained such insurance policies; provided, however, that should any such contractor at any time fail to provide or maintain any insurance policy required by this section or in a form required by this section, Company's obligation under this section shall continue as to such insurance policy.
(g) Property Ownership of Facilities. Notwithstanding the fact that some of the Acquisition Facilities to be constructed by Company may be constructed in dedicated street rights -of -way or on property which has been or will be dedicated or offered for dedication to the City of Beaumont, such Acquisition Facilities shall be and remain the property of Company until they are accepted by the Water District pursuant to the applicable Service Agreement.

6. Payment of Actual Costs of Acquisition Facilities. In order to receive reimbursement of the "Actual Cost" of an Acquisition Facility, Company shall deliver to the General Manager an Acquisition Facility Payment Request together with all attachments and exhibits required to be included therewith. For purposes of this Agreement, the "Actual Cost" of each Acquisition Facility shall mean (i) the costs incurred by Company for the construction of the #220159 v3 9225.14
5

Acquisition Facility including labor, material and equipment costs; (ii) the costs incurred by Company in designing and preparing the plans for the Acquisition Facility and the related costs of environmental evaluation of the Acquisition Facility; (iii) the fees paid to governmental agencies for obtaining permits, licenses or other governmental approvals for the Acquisition Facility; (iv) a construction and project management fee of five percent (5%) of the costs described in clause (i) above incurred for the construction of the Acquisition Facility; (v) professional costs incurred by Company or the Water District associated with the Acquisition Facility, such as engineering, legal, accounting, inspection, construction staking, materials testing and similar professional services; (vi) costs directly related to the construction and/or acquisition of the Acquisition Facility, such as costs of payment, performance and/or maintenance bonds, and insurance costs (including costs of any title insurance required hereunder); and (vii) costs of any real property or interest therein acquired from a third party, which real property or interest therein is either necessary for the construction of the Acquisition Facility (e.g., temporary construction easements, haul roads, etc.) or is required to be conveyed with such Acquisition Facility in order to convey acceptable title thereto to the Water District.

Upon receipt of an Acquisition Facility Payment Request (and all accompanying documents), the General Manager or his designee shall conduct a review in order to confirm that such request is complete and to verify and approve the Actual Cost of the Acquisition Facility.

The General Manager or his designee shall also conduct such review as is required in his discretion to confirm the matters certified in the Acquisition Facility Payment Request. Company agrees to cooperate with the General Manager or his designee in conducting each such review and to provide the General Manager or his designee with such additional information and documentation as is reasonably necessary for the General Manager or his designee to conclude each such review. Within 20 business days of receipt of the Acquisition Facility Payment Request, the General Manager or his designee expects to review the request for completeness and notify Company whether such Acquisition Facility Payment Request is complete and, if not, what additional documentation must be provided. If such Acquisition Facility Payment Request is complete, the General Manager or his designee expects to provide a written approval or denial (specifying the reason for any denial) of the Acquisition Facility Payment Request within 30 days of its submittal.

Upon approval of the Acquisition Facility Payment Request by the General Manager or his designee, the General Manager or his designee shall sign an Acquisition Facility Disbursement Request in the form attached hereto as Exhibit C-1 and forward the same to the District.

Notwithstanding anything in this Agreement, if the Company is to be reimbursed by the Water District for a portion of the Actual Cost of an Acquisition Facility, the amount to be funded pursuant to the Acquisition Facility Payment Request shall equal the Actual Cost less the reimbursed amount.

7. Indemnification. The Company shall assume the defense of, indemnify and save harmless, the City, Water District, their officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of the Company with respect to this Agreement, and the construction of the Water District Facilities. No provision of this Agreement shall in any way limit the extent of the Company's responsibility for payment of damages resulting from the operations of the Company and its contractors; provided, however, that the Company shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their agents or employees.
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6

8. Allocation of Special Taxes. The City Council, as the legislative body of the CFDs, shall annually levy a special tax as provided for in the formation proceedings of each CFD. The entire amount of any special tax levied by the CFDs to repay bonds, or to fund other obligations, shall be allocated at the discretion of the District.

9. Amendment. This Agreement may be amended at any time but only in writing signed by each party hereto.

10. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the parties with respect to the subject matter of this Agreement.

11. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to either party shall be deemed to have been received when personally delivered or seventy-two hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows:

City/District:

Beaumont -Cherry Valley
Water District:

Company:

City of Beaumont
550 East 6th Street
Beaumont, CA 92223
Attn: City Manager, City Clerk
Beaumont -Cherry Valley Water District
560 Magnolia Avenue
Beaumont, CA 92223
Attn:

Meritage Homes of California, Inc.
5 Peters Canyon Road, Suite 310
Irvine, CA 92606
Attn: Efrem Joelson, Forward Planning Manager
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other parties hereto.

12. Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference.

13. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

14. Governing Law and Venue. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in the County of Riverside, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. #220159 v3 9225.14
7

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

16. No Third Party Beneficiaries. No person or entity other than CFD No. 2023-1 and CFD No. 2024-_, when and if formed, shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the Water District, the City, the CFDs and the Company (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement.

17. Assignment. The Company may assign all or any of its rights pursuant to this Agreement to a purchaser of all or any portion of the Property. Such a purchaser and assignee shall, as a condition to taking an assignment of such rights, enter into an assignment and assumption agreement with the Water District, City and Company, in a form reasonably acceptable to the Water District, Company and the City, whereby such rights assigned are specified and such purchaser agrees, except as may be otherwise specifically provided therein, to assume the obligations of the Company pursuant to this Agreement and to be bound thereby.

18. Termination. This Agreement shall terminate and be of no further force or effect upon the earlier of (i) ten (10) years following the issuance of building permits for all dwelling units expected to be built within both CFDs, (ii) the funding of all Water District Facilities pursuant to this Agreement, or (iii) December 31, 2035. Notwithstanding the foregoing, this Agreement shall not terminate pursuant to (iii) of the previous sentence if, on December 31, 2035, all of the building permits within the CFDs have been pulled, construction within the CFDs, as contemplated by the parties hereto, is ongoing, and the Company has not yet has not been fully reimbursed for Water District Facilities pursuant to Section 3(e) above.

19. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

20. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument. [SIGNATURE PAGES FOLLOW]
#220159 v3 9225.14
8

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and first year written above.

CITY OF BEAUMONT, a political subdivision of the
State of California
By:

City Manager
ATTEST:

By:
, City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY OF THE CITY OF BEAUMONT
By:
, City Attorney
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
#220159 v3 9225.14
S-1

BEAUMONT-CHERRY VALLEY WATER DISTRICT
By:

Its: General Manager
ATTEST:

By:

Its: , Board Secretary
APPROVED AS TO FORM:

By:

Its:
, General Counsel
MERITAGE HOMES OF CALIFORNIA, INC., a
California corporation
By:

Its:
#220159 v3 9225.14
S-2

EXHIBIT A

DESCRIPTION OF PROPERTY
Real property in the City of Beaumont, County of Riverside, State of California, described as follows:
#220159 v3 9225.14
A-1

EXHIBIT B

DESCRIPTION OF WATER DISTRICT FACILITIES
The Acquisition Facilities include:

IMPROVEMENT

1. Oak Valley Pkwy (Potable)

2. Oak Valley Pkwy (Non -Potable)

3. Sorenstam Drive Potable Infrastructure

4. Oak Valley Pkwy (Non -Potable)

DESCRIPTION
4,170 LF of 18 -in. Pipeline (2650 PZ)
4,150 LF of 24 -in. Pipeline (2520 PZ)
4,120 LF of 18 -in. Pipeline (2600 PZ)
3,190 LF of 12 -in. Pipeline (2520 PZ)
1,010 LF of 12 -in. Pipeline (2400 PZ)
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B-1

EXHIBIT C

ACQUISITION FACILITY PAYMENT REQUEST FORM
The undersigned, , a duly authorized representative of Company, hereby requests payment of the Actual Costs of the Acquisition Facility/ies described in Attachment A attached hereto. Capitalized undefined terms shall have the meanings ascribed thereto in the Joint Community Facilities Agreement, dated as of , 2024 (the Agreement"), by and among the City of Beaumont (the "City"), the Beaumont -Cherry Valley Water District (the "Water District") and Meritage Homes of California, Inc., a California corporation ("Company"). In connection with this Acquisition Facility Payment Request, the undersigned hereby represents and warrants to the Water District as follows:

1. He (she) is a duly authorized representative of Company qualified to execute this request for payment on behalf of Company and knowledgeable as to the matters set forth herein.

2. The Acquisition Facility for which payment is being sought under this payment request have been substantially completed in accordance with the Agreement.

3. The true and correct Actual Cost of the Acquisition Facility is set forth in Attachment A.

4. Attached hereto are invoices, receipts, worksheets and other evidence of costs which are in sufficient detail to allow the Water District to verify the Actual Cost of the Acquisition Facility.

5. There has not been filed with or served upon Company notice of any lien, right to lien or attachment upon, or claim affecting the right to receive the payment requested herein which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen's or mechanics' liens accruing by operation of law. Copies of lien releases for all work for which payment is requested hereunder are attached hereto.

6. Company is in compliance with the terms and provisions of the Agreement.

The Actual Cost of the Acquisition Facility shall be payable from the Water District Facilities Account established pursuant to the Agreement.

I hereby certify that the above representations and warranties are true and correct.

Dated: MERITAGE HOMES OF CALIFORNIA, INC.,
a California corporation
By:

Name:

Title:
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C-1

ATTACHMENT A
Actual Cost of Acquisition Facility
#220159 v3 9225.14
C-2

EXHIBIT C-1

ACQUISITION FACILITY DISBURSEMENT REQUEST FORM
(Acquisition Facility)

1. Beaumont -Cherry Valley Water District ("BCVWD") hereby requests that, in accordance with the terms of the Joint Community Facilities Agreement by and among BCVWD, Meritage Homes of California, Inc. and the City of Beaumont ("City") dated , 2024 (the "JCFA"), Community Facilities District No. of the City ("CFD") disburse from the Water District Facilities Account of the Acquisition and Construction Fund the sum set forth in 3 below.

2. The undersigned certifies that the amount requested is with respect to one or more Acquisition Facilities.

3. Amount requested: $

4. The name and address of the person or entity to whom payment is to be made is as follows:

5. The full amount to be paid constitutes costs of one or more Acquisition Facilities and has not been the subject of a prior BCVWD payment request. Such Acquisition Facility/ies was/were constructed in accordance with the JCFA and, as such, BCVWD has determined it was constructed as if it had been constructed under the direction and supervision, or under the authority of, BCVWD.

Meritage Homes of California, Inc.,
a California corporation
By:

Name:

Title:

Date:

Beaumont -Cherry Valley Water District
By:

Name:

Title:

Date:
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C-1-1

BAUME ONT
-c A L I F O R N I A
Staff Report
TO: City Council
FROM: Elizabeth Gibbs, City Manager
DATE February 18, 2025
SUBJECT: First Amendment to Authorization and Cost Sharing Agreement with Beaumont Crossroads
Description Acquisition of Approximately 6.26 Acres of Property Located North of Fourth Street in Connection with the Potrero Interchange Project.

Background and Analysis:

The City Council approved a Donation Agreement with LASSEN DEVELOPMENT PARTNERS, LLP ("Lassen"), on November 19, 2024, to acquire approximately 6.26 acres of land north of 4th street (APN No. 424-010-007). In connection with the acquisition of the land the City is required to perform certain environmental conservation obligations which will be evidenced by the agreements identified below. • Execute the Conservation Easement with Beaumont Crossroads Logistic II Park Association ("Beaumont Crossroads") and Rivers and Lands Conservancy ("RLC") whereby RLC will perform environmental mitigation obligations. • Execute Endowment Management Agreement with Beaumont Crossroads and RLC to fund a portion of the Endowment.
• Execute the First Amendment to Authorization and Cost Sharing Agreement with Beaumont Crossroads whereby the City agrees to fund its fair share of the cost of the environmental mitigation project.

These agreements are consistent with the terms of the Donation Agreement. Beaumont Crossroads is a property owners association for the Amazon Wherehouse project. The City and Beaumont Crossroads are jointly and severally liable for the liabilities associated with the environmental mitigation project mandated by the Army Corp of Engineers and the California Department of Fish and Wildlife. Concurrently with the recordation of the Conservation Easement, City will be responsible to pay 24% ($29,387.04) of the sum of One Hundred Twenty -Two Thousand Four Hundred Forty - Six Dollars ($122,446.00) ("Compliance Monitoring Initial Financial Requirement"),

which Compliance Monitoring Initial Financial Requirement is for the purpose of reimbursing RLC for its costs and expenses incurred in connection with its acceptance of the Compliance Endowment, and for fulfilling certain of RLC's obligations specified in the Conservation Easement for up to the first three (3) years following the date of this Agreement and the Conservation Easement. The City is also responsible for 24% ($148,173.36) of the "Compliance Endowment" of Six Hundred Seventeen Thousand Three Hundred Eighty -Nine Dollars ($617,389.00), that has been identified by the applicable Endowment Assessment, as the funds required for the Compliance Monitoring.

This joint and several liability could exceed the 24% amount agreed to by the City.

However, the property is needed to allow acquisition of the property which is needed to provide access to property affected by the Potrero Interchange Project.

Environmental Analysis
The acquisition of the Property has been reviewed for compliance with the CEQA, the CEQA Guidelines, and the City's environmental procedures. CEQA Guidelines Section 15061 (b)(3) (General Rule) states that when it can be seen with certainty that there is no possibility that an action will have a significant effect on the environment, that activity is not subject to CEQA.

The potential future use of the Property for any other use as determined by the City Council would be subject to separate discretionary action and CEQA compliance review at that time. The full extent of the future use, design, and operations of the Property are speculative at this point and are therefore not yet ripe for evaluation. Potential environmental impacts will be evaluated at the time the City Council considers establishing the specific use for the Property.

Fiscal Impact:

The cost of the environmental mitigation will be $270,619.36. The cost to prepare this staff report is approximately $350.

Funding for this project is allocated through the five-year Capital Improvement Plan (CIP) Fiscal Year 2025-2029.

Recommended Action:

Authorize the City Manager to execute the First Amendment to Authorization and Cost Sharing Agreement with Beaumont Crossroads.

Attachments:

A. Donation Agreement
B. First Amendment to Donation Agreement
C. First Amendment of Cost Sharing Agreement

C24-153
City of Beaumont
PROJECT: SR -60 Potrero II
APN: 424-010-007

DONATION AGREEMENT
THIS DONATION AGREEMENT ("Agreement") is made this 20 day of d. , 2024 (the "Execution Date") by and between the CITY OF BEAUMONT, a general law city and municipal corporation, herein called "City," and LASSEN DEVELOPMENT PARTNERS, LLLP, a Delaware limited liability partnership, herein called "Developer." The City and Developer are sometimes individually referred to as "Party" and collectively as "Parties." WHEREAS, Developer is the owner of certain real property commonly referred to as APN 424-010-007) totaling approximately 6.26 acres, located in the unincorporated area of the County of Riverside, and as more particularly described on Exhibit A attached hereto (the "Property") and wishes to offer to dedicate the Property in fee to the City as provided herein; WHEREAS, in return, City will agree to complete certain mitigation requirements to offset impacts from Developer's project as specifically provided in this Agreement that are applicable to the Property.

NOW, THEREFORE, City and Developer agree as follows:

1. Dedication of Property . Developer shall offer to dedicate the Property in fee to City and City shall accept the offer of dedication of the Property, or interest therein, upon the terms and conditions set forth in this Agreement.

1.1 City agrees to complete those mitigation requirements applicable to the Property as required by the following agreements:

1. The City hereby assumes the remaining obligations under the Settlement Agreement and Release dated as of April 2017 applicable to the Property, a copy of which has been delivered to the City on or prior to the Execution Date.

2. The City hereby assumes responsibility for the Property being one of the Retained Parcels as defined in the Partial Assumption and Release (the "Release Agreement") between the Developer and MPLD II Inland Empire LLC ("MLPD"), a copy of which has been delivered to the City on or prior to the Execution Date. The City hereby acknowledges and agrees to maintain MPLD as its agent and representative for the satisfaction of the obligations set forth under Section 24 of the Release Agreement, and to reimburse MPLD for 24% of all cost incurred by MPLD under Section 24 of the Release Agreement, and to pay invoices to MPLD within 30 days of receipt. City agrees that the 24% reimbursement amount is a reasonable portion of the amount incurred by MPLD under Section 24 related to the Property.

3. The City hereby assumes the rights and obligations of the Developer under the Agency and Representation letter Dated February 7, 2020, a copy of which has been delivered to the City 1 17336.00629\42467966.11

on or prior to the Execution Date, and agrees to allow MLPD to continue to act as its Agent and Representative under such letter.

4. The City hereby agrees to be the signatory and obligated party under the draft Conservation Easement currently drafted to be by and between Beaumont Crossroads Logistic II Park Association ("Beaumont Crossroads") and the Developer, as Grantor, in favor of Rivers and Lands Conservancy ("RLC"), as Grantee, solely as it relates to the Property, a copy of which has been delivered to the City on or prior to the Execution Date, including assuming the obligations of the Developer as guarantor set forth therein. For the sake of clarity, City shall not assume the forgoing obligations applicable to the Retained Parcel identified as Assessor's parcel Number 424- 010-008.

5. The City hereby agrees to be the signatory and obligated party under the draft Endowment Management Agreement, currently drafted to be by and between Beaumont Crossroads, the Developer, and RLC, including assuming the obligations of the Developer to fund its portion of the Endowment Assessment pursuant to the Property Analysis Record (PAR) as shown in Exhibit C solely as it relates to the Property. For the sake of clarity, City shall not assume the forgoing obligations applicable to the Retained Parcel identified as Assessor's parcel Number 424-010-008.

2. Obligations of Developer.

2.1 Fee Interest. Upon acceptance by City, Developer shall convey, assign and transfer its fee interest in the Property to City, free and clear of all liens, encumbrances, easements, leases (recorded or unrecorded), bonds, assessments, and taxes except for (i) liens for non - delinquent property taxes and assessments, and (ii) those liens and encumbrances and easements which, in the sole discretion of City, are acceptable pursuant to Section 6.

2.2 Representations and Warranties of Developer. Developer represents and warrants to City that as of the date of this Agreement and as of the Close of Escrow:

2.2.1 Hazardous Substances. To Developer's actual knowledge, and except as disclosed in reports prepared by City's consultants based on investigations of the Property undertaken during the Feasibility Period, the Property is: (i) free from Hazardous Substances; (ii) contains no buried or partially buried storage tanks located on the Property; (iii) has not been used for the generation, storage or disposal of any Hazardous Substance and no Hazardous Substance has been spilled, disposed of, or stored on, under, or at the Property; and (iv) has never been used as a dump or landfill.

2.2.2 Compliance with Law. To Developer's actual knowledge, the Property is in material compliance with all applicable Laws and Environmental Laws.

2.2.3 Leases. No leases, licenses, or other agreements allowing any third party rights to use the Property are or will be in force as of the Closing.

2.2.4 Litigation and Investigations. There is no pending, or to Developer's actual knowledge threatened, litigation, administrative proceeding, or other legal or governmental action with respect to the Property, and Developer has received no notice, 2 17336.00629\42467966.11

warning, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any Laws or Environmental Laws, or informing Developer that the Property is subject to investigation or inquiry regarding the violation of any Laws or Environmental Laws.

2.2.5 Condition of Property. To Developer's actual knowledge, there are no natural or artificial conditions upon the Property or any part of the Property that could result in a material and adverse change in the condition of the Property.

2.2.6 Access to the Propert\ . There is vehicular access to the Property either directly through a public right of way or through a recorded easement.

2.2.7 No Insolvency Proceedings. Developer has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets; or (v) admitted in writing its inability to pay its debts as they come due.

2.2.8 No Other Aereements. Undertakings or Tenancies. Developer will not enter into any agreements or undertake any new obligations prior to Close of Escrow which will in any way burden, encumber or otherwise affect the Property without the prior written consent of the City.

2.2.9 Disclosure. To Developer's actual knowledge, Developer has disclosed to City all pertinent non-proprietary, non -privileged information, records, and studies in Developer's possession relating to the Property, including any reports or studies concerning Hazardous Substances. To Developer's actual knowledge, all information that Developer has delivered to City, either directly or through Developer's agents, is accurate and Developer has disclosed all material facts concerning the operation, development, or condition of the Property.

Developer shall promptly notify City of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow. If City reasonably concludes that a fact materially and adversely affects the Property, including without limitation, by reason of a fact discovered by City during the Feasibility Period, City shall have the option to terminate this Agreement by delivering written notice to Developer and Escrow Agent. If City terminates this Agreement pursuant to this Section, Escrow Agent shall cancel the Escrow and Developer shall be responsible for all costs of escrow.

2.3 Indemnitv. Developer agrees to indemnify City and agrees to defend and hold City harmless from all loss, cost, liability, expense, damage, or other injury, including without limitation, reasonable attorneys' fees and expenses, to the fullest extent not prohibited by applicable law, and all other costs and expenses incurred by reason of, or in any manner resulting from (i) the breach of any warranties and representations in Section 2.2, and (ii) all third -party claims for Developer's intentional acts or willful misconduct related to the Property occurring prior to the Close of Escrow.
3 17336.00629\42467966.11

2.4 Definitions.

2.4.1 "Environmental Laws" means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance (as defined subsequently in this Agreement), or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property), occupational or environmental conditions on, under, or about the Property, as now in effect, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) and the Superfund Amendments and Reauthorization Act of 1986 (SARA) [42 U.S.C.A. §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) and the Solid Waste Disposal Act [42 U.S.C.A. §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 U.S.C.A. §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 U.S.C.A. §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 U.S.C.A. §§ 5101 et seq.]; the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA) [7 U.S.C.A. §§ 136 et seq.]; the Clean Air Act (CAA) [42 U.S.C.A. §§ 7401 et seq.]; the Safe Drinking Water Act (SDWA) [42 U.S.C.A. §§ 300f et seq.]; the Surface Mining Control and Reclamation Act of 1977 (SMCRA) [30 U.S.C.A. §§ 1201 et seq.]; the Emergency Planning and Community Right -to -Know Act of 1986 (EPCRA or EPCRTKA) [42 U.S.C.A. §§ 11001 et seq.]; the Occupational Safety and Health Act of 1970 (OSHA) [29 U.S.C.A. §§ 655, 657]; the California laws regarding the underground storage of hazardous substances [H & S C §§ 25280 et seq.]; the Hazardous Substance Account Act [H & S C §§ 25300 et seq.]; the California laws regarding hazardous waste control [H & S C §§ 25100 et seq.]; the Safe Drinking Water and Toxic Enforcement Act of 1986 [H & S C §§ 25249.5 et seq.]; the Porter -Cologne Water Quality Control Act [Wat C §§ 13000 et seq.], and any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use.

2.4.2 "Hazardous Substances" includes without limitation:
(i) Those substances included within the definitions of "hazardous substance," "hazardous waste," "hazardous material," "toxic substance," "solid waste," or "pollutant or contaminant" in CERCLA, RCRA, TSCA, HMTA, or under any other Environmental Law;
(ii) Those substances listed in the United States Department of Transportation (DOT) Table [49 CFR 172.101], or by the Environmental Protection Agency (EPA), or any successor agency, as hazardous substances [40 CFR Part 302]; (iii) Other substances, materials, and wastes that are regulated or classified as hazardous or toxic under federal, state, or local laws or regulations; and 4 17336.00629\42467966.11

(iv) Any material, waste, or substance that is: a petroleum or refined petroleum product, asbestos, polychlorinated biphenyl, designated as a hazardous substance pursuant to 33 U.S.C.A. § 1321 or listed pursuant to 33 U.S.C.A. § 1317, a flammable explosive, or a radioactive material.

2.4.3 "Develo aer's Actual Knowledee" means the present, actual, personal knowledge of Erik Engelstad, and Steve St Clair, Partners for the Developer, without any independent investigation, research or inquiry or any obligation to do so (and without any personal liability therefore). Erik Engelstad is the person in Developer's organization with the most knowledge with respect to the Property.

3. Escrow. By this Agreement, City and Developer establish an escrow ("Escrow") with a reputable title company chosen by City (the "Escrow Agent"), subject to the provisions of the standard conditions for acceptance of escrow and the terms and conditions in this Agreement, with a signed counterpart of this document to be delivered as escrow instructions to Escrow Agent.

In the event of any conflict between the terms of this Agreement and the standard conditions for acceptance of escrow, the terms of this Agreement shall control. City's agent for matters related to the Closing of Escrow shall be the Executive Director or his designee.

4. Feasibility Period.

4.1 During the period commencing on the date of this Agreement and terminating on a date which is sixty (60) days from the date of this Agreement ("Feasibility Period"), City may undertake at City's expense an inspection of the Property. Said inspection may include: (i) a review of the physical condition of the Property, including but not limited to, inspection and examination of soils, environmental factors, Hazardous Substances, if any, and archeological information relating to the Property; (ii) a review and investigation of the effect of any zoning, maps, permits, reports, engineering data, regulations, ordinances, and laws affecting the Property; a Phase 1 Environmental Report and any addition environmental report recommended thereby and (iii) any other matter that the City determined is relevant. Within ten (10) days following the full execution of this Agreement by both parties, Developer shall deliver to City copies of all architectural plans, surveys, specifications, and other documents pertaining to the legal, development, physical, geological, or environmental condition of the Property that are owned by or in the possession or control of Developer.

4.2 If City's environmental consultant requires additional time to determine the existence and extent of any Hazardous Substances on the Property, City shall have the right, exercisable by delivering written notice to Developer prior to the expiration of the Feasibility Period, to extend the Feasibility Period for up to an additional sixty (60) days to complete the testing.

4.3 If City disapproves of the results of the inspection and review or the results of any Phase I Environmental Report, City may elect, prior to the last day of the Feasibility Period (or any extension thereof), to terminate this Agreement by giving Developer written notification prior to the last day of the Feasibility Period (or any extension thereof). If City fails to properly notify Developer of the intent to approve or terminate this Agreement, City shall be deemed to have terminated this Agreement .
5 17336.00629142467966.1 1

5. Access.

5.1 Access to the Property during the Feasibility Period shall be given to City, its agents, employees, or contractors during normal business hours upon at least one (1) business day's notice to Developer, at their own cost and risk, for any purposes, including, but not limited to, inspecting the Property, taking samples of the soil, and conducting an environmental audit (including an investigation of past and current uses of the Property). City shall indemnify and defend Developer against and hold Developer harmless from all losses, costs, damages, liabilities, and expenses, including, without limitation, reasonable attorneys' fees arising out of City's entry onto the Property or any activity thereon by City or its agents, employees, or contractors prior to the Close of Escrow except to the extent any such losses, costs, damages, liabilities, and expenses arise out of the gross negligence or willful acts of Developer. Any entry onto the Property by City or its agents, employees, or contractors shall be at reasonable times. Prior to entry onto the Property, City shall provide Developer with an insurance certificate for the Property showing currently in effect general liability insurance in the amount of no less than $2,000,000 and listing Developer as an additional named insured. The provisions of this Section shall survive the Close of Escrow. Notwithstanding anything herein to the contrary, City and Developer agree that City shall not incur any liability hereunder merely by the discovery of an "Existing Adverse Condition" (as defined below) regardless of whether such Existing Adverse Condition, once revealed, negatively impacts the value of the Property or otherwise causes Developer to incur liabilities, costs or expenses. The term "Existing Adverse Condition" shall mean an adverse condition existing on or with respect to the Property that is discovered or revealed by City in the course of its Property inspection hereunder.

5.2 In addition to the provisions of Section 4.1, City and its agents, employees, or contractors shall have the right, from the date of this Agreement until the Closing Date, to contact any federal, state, or local governmental authority or agency to investigate any matters relating to the Property; provided, however, that City shall not disclose any matter to such authority or agency regarding the results of City's due diligence investigation of the Property without Developer's prior written consent. Developer agrees to cooperate reasonably with City and its agents, employees, or contractors in the inspection of the Property and agrees to deliver to City all information in Developer's possession or control pertaining to the condition of the Property, including engineering and environmental reports, studies, tests, monitoring results, and related documentation, provided that such cooperation does not require Developer to expend any out-of- pocket costs.

6. Title.

6.1 Immediately following the execution of this Agreement by both Parties, Developer and City shall cause Escrow Agent to issue to City a preliminary report ("Preliminary Report") (with a copy to Developer) for a Standard Coverage ALTA Owner's Policy (with regional exceptions) of Title Insurance (sometimes formerly referred to as a CLTA Title Insurance Policy) for the Property, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters affecting Developer's title to the Property, together with copies of all documents relating to title exceptions referred to in the Preliminary Report.
6 173 36.00629142467966.11

6.2 City shall approve or disapprove, in writing to Developer with a copy to Escrow Agent, each exception shown on the Preliminary Report and each encroachment, overlap, or boundary line dispute, or any other matter that materially and adversely affects title to the Property (each an "Exception") within twenty (20) business days following the receipt of the Preliminary Report or the opening of Escrow, whichever is later. City's failure to object within the twenty (20) day period shall be deemed to be a disapproval of the Exceptions. The Exceptions approved by City hereunder shall be referred to as the "Approved Exceptions."

6.3 If any Exception is disapproved or deemed disapproved (each a "Disapproved Exception"), Developer shall have the right, but not the obligation, within thirty (30) days following expiration of the twenty (20) day period provided under Section 6.3 above, to cause each Disapproved Exception to be discharged, satisfied, released, or terminated, as the case may be, of record, and in a form that is reasonably satisfactory to City and Escrow Agent, all at Developer's sole cost and expense. Developer agrees to deposit into Escrow the sum sufficient to discharge any Disapproved Exception that may be discharged only by the payment of money. If Developer is unable or unwilling to obtain a discharge, satisfaction, release, or termination of any Disapproved Exception within the period specified above, then this Agreement shall automatically terminate ten (10) business days after expiration of the 30 -day period for curing the Disapproved Exceptions or after Developer advises City in writing that Developer is unable or unwilling to cause such discharge, satisfaction, release, or termination, whichever occurs first, unless within such 10 -business -day period City waives in writing such Disapproved Exception, in which event such Disapproved Exception shall be deemed an Approved Exception under this Agreement. If this Agreement terminates pursuant to the foregoing sentence, then Developer shall pay all charges of the Escrow Agent in connection with this transaction, including the charges of the surveyor and environmental engineering company; and the Parties shall be relieved of all further obligations and liabilities to each other under this Agreement except as otherwise provided herein, and all funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing Party. Anything above to the contrary notwithstanding, it is understood and agreed that City's indemnity obligations under Section 5 shall not terminate upon termination of this Agreement pursuant to this or any other provision hereof.

7. INTENTIONALLY DELETED.

8. Close of Escrow.

8.1 Title. Simultaneously with the Close of Escrow, Escrow Agent shall issue a Standard Coverage ALTA Owner's Policy (with regional exceptions) of Title Insurance ("Title Policy") (sometimes formerly referred to as a CLTA Title Insurance Policy) in the amount of $1,000,000.00, subject only to (i) liens for real property taxes, bonds, and assessments not then due, and (ii) the Approved Exceptions.

8.2 Developer's Deposits into Escrow. Developer shall deposit with Escrow Agent on or prior to the Close of Escrow the following documents:
(a) a Grant Deed (the form of which is acceptable to City and City's legal counsel, a form of which is attached hereto in Exhibit B) executed and acknowledged by 7 17336.00629\42467966.11

Developer, conveying to City good and marketable fee simple title to the Property, subject only to the Approved Exceptions ("Deed");
(b) Developer's affidavit of nonforeign status as contemplated by Section 1445 of the Internal Revenue Code of 1986, as amended ("FIRPTA Affidavit"); (c) all funds required to be placed in escrow by Developer; (d) Developer's approval of the draft of Escrow Agent's closing statement.

8.3 City's Deposits into Escrow. City shall deposit with Escrow Agent on or prior to the Close of Escrow City's approval of the draft of Escrow Agent's closing statement and the executed Certificate of Acceptance accepting title to the Property, a copy of which is attached hereto as Exhibit "B".

8.4 Closing Date. The conveyance of the Property to City and the closing of this transaction ("Close of Escrow") shall take place within fifteen (15) days following City's approval of the Property under Section 6 following the expiration of the Due Diligence Period ("Closing Date").

8.5 Closin4 Statements. No more than two days prior to the Closing Date, Escrow Agent shall deliver to City and to Developer, for their respective approvals, drafts of Escrow Agent's closing statement showing all receipts and disbursements of the Escrow.

8.6 Closing Instructions. On the Closing Date (or any extension thereof), Escrow Agent shall close Escrow as follows:
(a) record the Deed (marked for return to City) with the Riverside County Recorder;
(b) issue the Title Policy;
(c)
Section 8.7 below;
prorate taxes, assessments, rents, and other charges as provided in (d) prepare and deliver to both City and Developer one signed copy of Escrow Agent's closing statement showing all receipts and disbursements of the Escrow; (e)
Affidavit; and
deliver to City the FIRPTA Affidavit, and the Withholding (g) If Escrow Agent is unable to simultaneously perform all of the instructions set forth above, Escrow Agent shall notify City and Developer and retain all funds and documents pending receipt of further instructions jointly issued by City and Developer.
17336.00629142467966.11
8

8.7 Closing Costs and Prorations. Developer shall pay the following closing costs and prorations through the Close of Escrow as follows:
(a) Developer shall pay all governmental conveyancing fees and taxes due upon transfer of the Property, except thatno documentary transfer tax will be payable with respect to this transaction, pursuant to Revenue and Taxation Code Section 11922; (b) Developer shall pay the recording charges in connection with recordation of the Deed; except that this Deed is entitled to be recorded without a fee pursuant to Government Code Section 27383 because the Deed is for the benefit of a public agency; (c) Developer shall pay all charges in connection with issuance of a Standard Coverage ALTA Owner's Policy (with regional exceptions) of Title Insurance (sometimes formerly referred to as a CLTA Title Insurance Policy) in the amount of $1,000,000; (d) Developer shall pay all costs associated with environmental reports, including the Phase I Environmental Site Assessment Report, and any further testing and reports which may be reasonably necessary as a result of such report as approved by Developer; and
(e) Developer shall pay all fees and charges levied by Escrow Agent.

8.8 Real Estate Taxes. Bonds, and Assessments. Developer shall pay real property taxes at the Close of Escrow based on the most current real property tax bill available, including any additional property taxes that may be assessed after the Close of Escrow but that relate to a period prior to the Close of Escrow, regardless of when notice of those taxes is received or who receives the notice. Developer may seek reimbursement from the Riverside County Tax Assessor's office for any property taxes that have been assessed for a period after the Close of Escrow as City is a public agency exempt from payment of such taxes. City further agrees to cooperate with Developer to provide any necessary information to the Assessor's office in connection with such request for refund. All installments of any bond or assessment that constitutes a lien on the Property at the Close of Escrow shall be paid by Developer.

8.9 Possession. Possession of the Property shall be delivered to City at the Close of Escrow.

9. Acceptance. The acceptance of the Property by City and the Closing of Escrow (as defined in Section 8) are subject to the satisfaction of the following no later than the Closing Date:
(a) City's approval of the condition of the Property as provided in Section 4 and title to the Property as provided in Section 6. In addition, Developer shall remove any debris or trash from the Property prior to the Close of Escrow; (b) The representations and warranties of Developer set forth in Section 2.2 shall be true and accurate as of the Closing Date;
(c)
17336.00629\42467966.11
Developer's performance of all obligations under this Agreement; 9

(d) No adverse material change shall have occurred with respect to the condition of the Property from the end of the Feasibility Period through the Closing Date; and (e) Escrow Agent being prepared to issue the Title Policy on the Close of Escrow, subject only to the Approved Exceptions.

10. Except as otherwise detailed within this Agreement, the performance by the City of its obligations under this Agreement shall relieve the City of any and all further obligations or claims on account of the acceptance of the offer of dedication.

11. This Agreement and Escrow may be terminated by City upon three (3) days written notice to Developer and Escrow Agent if the conditions to closing set forth in Section 9 have not been fulfilled on or before the Closing Date. Upon termination by City pursuant to this Section 10, Developer shall be responsible for all costs and expenses of Escrow Agent.

12. As used in this Agreement, notice includes but is not limited to, the communication of any notice, request, demand, approval, statement, report, acceptance, consent, waiver and appointment. All notices must be in writing. Notice is given either (i) when delivered in person to the person or company intended named below, or (ii) when sent via reputable overnight courier (such as Federal Express), addressed by name and addressed to the party or persons intended, as follows:

To City: City of Beaumont
Beaumont Civic Center
550 E. 6th Street
Beaumont, CA 92223
Phone: (951) 769-8520
Attention: City Manager
With copy to: City Attorney
John Pinkney, SBEMP
74774 Highway 111
Indian Wells, CA 92210
Phone (760) 322-2275
To Developer: Lassen Development Partners, LLLP
3900 S Wadsworth Blvd STE 440
Lakewood CO 80235
Phone: (303) 953-5118
Attention: Erik Engelstad
With copy to: Developer Attorney
Moye White, LLP
Attn: Zaki Robbins
3615 Delgany Street Suite 1100
Denver, CO 80216-3997
Phone: (303) 813-3857
10 17336.00629\42467966.11

until such time as a party gives notice of the change of address in accordance with the terms of this section.

13. This Agreement shall not be changed, modified or amended except upon the written consent of the Parties hereto.

14. This Agreement is the result of negotiations between the Parties and is intended by the Parties to be a final expression of their understanding with respect to the matters herein contained. This Agreement supersedes any and all other prior agreements and understandings, oral or written, in connection therewith. No provision contained herein shall be construed against the City solely because it prepared this Agreement in its executed form.

15. Developer, their assigns and successors in interest, shall be bound by all the terms and conditions contained in this Agreement, and all the parties thereto shall be jointly and severally liable thereunder.

16. This Agreement is not binding until executed by the City Manager or Mayor.

17. Notwithstanding any other provision of this Agreement or any other agreement between any of the Parties hereto, once the Property is conveyed to and accepted by the City, then the City shall have no obligation to return the Property to the Developer under any circumstances, except in the sole and exclusive discretion of the City.

18. This Agreement may be executed in one or more counterparts. Each shall be deemed an original and all, taken together, shall constitute one and the same instrument. 11 17336.00629142467966.11

SIGNATURE PAGE FOR THE DEDICATION AGREEMENT BETWEEN THE CITY

OF BEAUMONT AND LASSEN DEVELOPMENT PARTNERS, LLLP
IN THE WITNESS THEREOF, the Parties have caused this Agreement to be executed by their duly -authorized representatives on the date and year set forth below.

DEVELOPER
Lassen Development Partners, LLLP
Date: 10/31/2024
By: Lassen Development Partners GP, LLC, a
Delaware limited liability company,
its general partner
Charles Hibben, Manager
17336.00629\42467966.11
CITY
City of Beaumont
Date: [
B
)-4,6&25.

Elizabeth Gibbs, City Manager
Approved as to Form:

By:
12 City Attorney

EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED

AREA OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

THAT PORTION OF LAND SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF

CALIFORNIA, BEING THAT PORTION OF THE EAST ONE HALF OF THE WEST ONE HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 1

WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS, LYING WITH ASSESSORS PARCEL NO. 424-010-007, BEING A PORTION OF THE PROPERTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTH QUARTER CORNER OF SAID SECTION 7, SAID POINT BEING NORTH 84° 59' 13" EAST, 2650.57 FEET FROM THE NORTHWEST CORNER OF SAID SECTION 7 AND SOUTH 84° 59' 13" WEST, 2650.57 FEET FROM THE NORTHEAST QUARTER OF SAID SECTION 7;THENCE ALONG THE NORTH LINE OF SAID SECTION 7, NORTH 84° 59' 13" EAST, 662.64 FEET TO THE WEST LINE OF SAID

EAST ONE HALF OF THE WEST ONE HALF OF THE NORTHEAST QUARTER OF SECTION 7, SAID POINT BEING SOUTH 84° 59' 13" WEST, 1987.93 FEET FROM THE NORTHEAST QUARTER CORNER OF SAID SECTION 7; THENCE LEAVING SAID NORTH SECTION 7 LINE AND ALONG SAID WEST LINE, SOUTH 00° 20' 23" EAST, 874.33 FEET TO THE POINT OF BEGINNING.

THENCE CONTINUING ALONG SAID WEST LINE OF THE EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, SOUTH 00° 20' 23" EAST, 1797.87 FEET TO THE SOUTHWEST CORNER OF SAID EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, SAID POINT BEING NORTH 85° 00' 41" EAST, 667.91 FEET FROM THE CENTER OF SAID SECTION 7; THENCE

LEAVING SAID WEST LINE, AND ALONG THE SOUTH LINE OF SAID EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, NORTH 85° 00' 21" EAST 667.91 FEET TO THE SOUTHEAST CORNER OF SAID EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, SAID POINT BEING SOUTH 85° 00' 41" WEST, 1335.81 FEET FROM THE EAST QUARTER CORNER OF SAID SECTION 7; THENCE LEAVING SAID SOUTH LINE AND ALONG THE EAST LINE OF EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, NORTH 00° 27' 10" WEST, 1494.61 FEET TO A NON -TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 1206.00 FEET, THE RADIAL TO SAID POINT BEARS SOUTH 13° 45' 43" WEST; THENCE LEAVING SAID EAST LINE AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07° 16' 56", AN ARC DISTANCE OF 153.28 FEET TO A TANGENT LINE; THENCE LEAVING SAID CURVE AND ALONG SAID TANGENT LINE NORTH 68° 57' 21" WEST, 555.08 TO THE POINT OF BEGINNING.

APN: 424-010-007
13 17336.00629\42467966.11

EXHIBIT B

GRANT DEED
14 17336.00629\42467966.11

Recorded at request of and return to:

City of Beaumont
Beaumont Civic Center
550 E. 6th Street
Beaumont, CA 92223
Attn: City Manager

FREE RECORDING
This instrument is for the benefit of
the City of Beaumont, and is entitled to be
recorded without fee. (Govt. Code 6103

GRANT DEED
PROJECT: SR -60 Potrero II
APN: 424-010-007
(Space above this line reserved for Recorder's use)
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LASSEN DEVELOPMENT PARTNERS, LLLP, a Delaware limited liability partnership, herein called "Grantor", hereby GRANTS to CITY OF BEAUMONT, a general law city and municipal corporation ("Grantee"), the real property in the unincorporated area of the County of Riverside, State of California, described as:
[EXHIBIT "A' ATTACHED]
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the _ day of , 2024. 17336.00629142467966.11
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
Charles Hibben, Manager

ATTACH NOTARY ACKNOWLEDGEMENT
15

STATE OF

COUNTY OF
§
§
§
Personally appeared before me, _ , Notary Public,
, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and who acknowledged that he executed the within instrument for the purposes therein contained, and who further acknowledged that he is the Lassen Development Partners GP, LLC, a Delaware limited liability company, general partner of LASSEN DEVELOPMENT PARTNERS, LLLP, a Delaware limited liability limited partnership, and is authorized to execute this instrument.

WITNESS my hand, and official seal, this day of , 2024. 17336.00629\42467966.11
Notary Public
16

CERTIFICATE OF ACCEPTANCE
This is to certify that the real property conveyed by LASSEN DEVELOPMENT PARTNERS LLLP, a Delaware limited liability partnership, on the Grant Deed dated , 2024, to the CITY OF BEAUMONT, a general law city and municipal corporation (Grantee), is hereby accepted by the undersigned officer on behalf of the Grantee, pursuant to authority conferred by resolution of the City Council, and the Grantee consents to recordation thereof by its duly authorized officer.

GRANTEE:

Date: , 2024
CITY OF BEAUMONT, a general law city and municipal corporation By: Elizabeth Gibbs, City Manager
17 173 36.00629\42467966.11

GM -153 -

FIRST AMENDMENT TO DONATION AGREEMENT
THIS FIRST AMENDMENT TO DONATION AGREEMENT ("Amendment") is made this I Urday of January, 2025 (the "Execution Date") by and between the CITY OF BEAUMONT, a general law city and municipal corporation, herein called "City," and LASSEN DEVELOPMENT PARTNERS, LLLP, a Delaware limited liability limited partnership, herein called "Developer." The City and Developer are sometimes individually referred to as "Party" and collectively as "Parties."
WHEREAS, City and Developer executed that certain Donation Agreement dated November 20, 2025 ("Agreement");
WHEREAS, City has requested, and Developer has agreed to extend the Feasibility Period from January 19th to January 27th, 2025.

NOW, THEREFORE, City and Developer agree to amend the Agreement as follows:

1. Section 4.1 of the Agreement is hereby amended to provide that the Feasibility Period expires on January 27, 2025.

All other terms and provisions of the Agreement shall remain in full force and effect as amended hereby.

IN THE WITNESS THEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the date and year set forth below.

DEVELOPER
Lassen Development Partners, LLLP
Date: 01/16/2025
By: Lassen Development Partners GP, LLC, a
Delaware limited liability company
("Xi 4Ja4- u4,iv
Charles Hibben, Manager
CITY
City of Beaumont
i/tqa0g,
Date:
\By:

Elizabeth Gibbs, City Manager
11())4-4,-b&
Approved as to Form:

By:

City Attorney
1

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B

FIRST AMENDMENT TO AUTHORIZATION AND COST -SHARING AGREEMENT (Beaumont Crossroads Conservation Easement Area)
This First Amendment to Authorization and Cost -Sharing Agreement ("Amendment") is entered into by and between BEAUMONT CROSSROADS LOGISTIC II PARK ASSOCIATION, a California non- profit mutual benefit corporation ("BCL"), and the City of Beaumont, a general law city ("City").

Recitals
A. LASSEN DEVELOPMENT PARTNERS, LLLP, a Delaware limited liability limited partnership ("Lassen"), and MPLD II INLAND EMPIRE, LLC, a Delaware limited liability company ("MPLD") entered into that certain Authorization and Cost -Sharing Agreement ("Original Agreement") executed in or about February, 2020, concerning that certain Habitat Mitigation and Monitoring Plan dated September 1, 2016 ("HMMP"). The Original Agreement, as amended by this Amendment is sometimes referred herein as the "Agreement." B. Lassen agreed in the Original Agreement to appoint MPLD as its agent to satisfy the conditions relating to (i) the conservation easement, (ii) the restoration planting work on a portion of the Retained Parcel (APN 424-010-007) located to the north of 4th Street as required by the HMMP and (iii) any other requirements that may be imposed under the HMMP ("HMMP Requirements"); C. Since entering into the Original Agreement, the Overall Property, as defined in the Original Agreement, has been developed as an industrial warehouse project, and (i) BCL has acquired from MPLD title to land consisting of approximately 19.97 acres designated Assessor's Parcel Numbers 424- 010-015 and 424-010-018 ("015" and "018," respectively), and (ii) the City is acquiring from Lassen approximately 6.26 acres designated as Assessor's Parcel Number 424-010-007 ("007").

D. The City of Beaumont and Lassen executed that certain Donation Agreement whereby the City has the right to acquire 007 and desires to accept the liability for satisfying such HMMP Requirements with respect to 007 only. The HMMP runs with the land and, hence, upon the City's acquisition of 007, City will join BCL as a party responsible for complying with the HMMP Requirements. At such time, neither MPLD nor Lassen will have further responsibility for the HMMP Requirements. To the extent not already assigned, MPLD and Lassen have executed assignments of the Original Agreement to BCL and the City, respectively, in Section 14 of this Amendment.

E. The HMMP Requirements are to be implemented by and through that certain Conservation Easement and Endowment Agreement to which the City and BCL will be parties. The Conservation Easement nor the Endowment Agreement are in final form, but draft copies of each are attached hereto as Exhibits "A" and "B".

F. Under the Conservation Easement and the Endowment Agreement, the City and BCL may be subject to joint and several liability, as expressly provided or by implication.

G. The purpose of this Amendment is to provide that as between the parties hereto, the City and BCL shall allocate liability at 24% for the City and 76% for BCL for restoration work and funding of the Endowment Agreement and that City shall accept liabilities with respect to occurrences on 007 and BCL accept liability for occurrences on 015 and 018.

NOW, THEREFORE, the parties agree as follows:
1 BN 86947131v3

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Amendment

1. Effective Date. This Amendment shall be effective on the recordation date of the Grant Deed, transferring 007 to the City in the Official Records of Riverside County, California ("Effective Date").

2. Agency and Representation. Lassen, City and MPLD hereby appoint BCL as the agent and representative to satisfy the HMMP Requirements. BCL agrees to keep City informed about its progress in satisfying the HMMP Requirements, and to act with due diligence and in a commercially reasonable manner in performing its obligations under the Agreement. BCL agrees, if any issue arises that may potentially create any liability for the City, BCL will seek the advanced written approval of the City before proceeding further. City shall not have the right to terminate this representation unless BCL acts in a manner which is not within the expectation of the parties, and is contrary to terms of the HMMP.

3. Execution of Documents. At such time as the Conservation Easement and the Endowment Agreement and any other related documents required by the HMMP are reasonably acceptable to City and BCL, City and BCL agree to promptly sign (and have acknowledged if necessary) the agreements and documents after receipt.

4. Reimbursement. City agrees to pay City's Prorata Share, as defined below, of the costs incurred by BCL in satisfying the initial and ongoing HMMP Requirements, including, but not limited to, any required conservation easement maintenance endowment. BCL agrees to pay BCL's Prorata Share, as defined below, of the costs incurred by BCL in satisfying the initial and ongoing HMMP Requirements, including, but not limited to, any required conservation easement maintenance endowment. In that regard, BCL agrees to provide City with copies of all requested documents including, but not limited to, consulting and construction agreements with respect to satisfying the HMMP Requirements ("HMMP Contracts"). BCL agrees to keep the HMMP Contracts separate from other contracts that BCL may have with the consultants and contractors and with other business of BCL. BCL shall invoice City, no more frequently that every thirty (30) days and no less frequently than every 180 days, for City's Prorata Share of the costs incurred by BCL under the HMMP Contracts, and City shall pay such invoice to BCL within thirty (30) days after receipt. Such invoices shall contain detailed line items identifying the expenditures broken down by City's Prorata Share and BCL's Prorata Share. BCL will provide the City with any requested backup documentation upon request including but not limited to invoices, receipts, payroll records and proof of payment by BCL. As used herein, "City's Prorata Share" shall mean twenty-four percent (24%) and "BCL's Pro -Rata Share" is seventy-six percent (76%).

5. Third -Party Notification. In order for BCL to represent City with respect to the agencies in the satisfaction of the HMMP Requirements, it desires to have written authorization from City to that effect.

Attached hereto as Exhibit "C" is a letter which City agrees to execute and deliver to BCL on the Effective Date.

6. Access. BCL and its consultants and contractors (and any agencies that desire to enter the site regarding the HMMP Requirements) shall have the right to enter that portion of the 007 at any time to inspect, plan, perform or construct the work to be done by them in relation to the HMMP Requirements.

Such right of access shall continue until the HMMP Requirements have been completed and are approved by the appropriate governmental agencies. No prior notification of entry shall be required to be given by BCL

7. Indemnity and Hold Harmless.
(a) BCL shall hold harmless, protect, defend and indemnify CITY and its respective council members, public officials, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them ("CITY Indemnified 2 BN 86947131v3

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Party" and collectively, "CITY Indemnified Parties") from and against any and all liabilities, penalties, costs, losses, damages, expenses (including, without limitation reasonable attorneys' fees and experts' fees), causes of action, claims, demands, orders, liens or judgments (each a "Claim" and, collectively, "Claims"), arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the BCL Property regardless of cause or (2) any Hazardous Materials or violation of Environmental Laws on the BCL Property regardless of cause, except to the extent caused by the negligence or willful misconduct of any of CITY Indemnified Parties and (3) the obligations of the BCL under the Agreement. (b) City shall hold harmless, protect, defend and indemnify BCL and its respective officers, directors, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them ("BCL Indemnified Party" and collectively, "BCL Indemnified Parties") from and against any and all liabilities, penalties, costs, losses, damages, expenses (including, without limitation reasonable attorneys' fees and experts' fees), causes of action, claims, demands, orders, liens or judgments (each a "Claim" and, collectively, "Claims"), arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the City Property, regardless of cause, or (2) any Hazardous Materials or violation of Environmental Laws on the City Property regardless of cause except to the extent caused by the negligence or willful misconduct of any of BCL Indemnified Parties and (2) the obligations of the City under the Agreement. (c) The term "Hazardous Materials" includes, without limitation, (a) material that is flammable, explosive or radioactive; (b) petroleum products, including by-products and fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA; Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq; hereinafter "RCRA"); the Hazardous Materials Transportation Act (49 U.S.C.

Section 5101 et seq.; hereinafter "HTA"); the Hazardous Waste Control Law (California Health & Safety Code Section 25100 et seq.; hereinafter "HCL"); the Hazardous Substance Account Act (California Health & Safety Code Section 25300 et seq.; hereinafter "HSA"), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable federal, state or local laws, ordinances, rules, regulations or orders now in effect or enacted after the date of this Easement.
(d) The term "Environmental Laws" includes, without limitation, CERCLA, RCRA, HTA, HCL, HSA, and any other any federal, state, local or administrative agency statute, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials.

8. Insurance. BCL and City shall each maintain at all times in an amount equal to the greater of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate coverage commercial general liability insurance or such greater amount as BCL maintains on the other common areas of the common interest development which for BCL shall cover the BCL Property, and for City will cover the City Property, and naming the other party's public officials, city council, officers, managers, members, employees and agents as additional insureds. BCL and City shall each provide the other with a current valid certificate of insurance showing BCL or City, as appropriate, its public officials, city council, officers, managers, members, employees and agents as additional insureds on said policy upon request.
3 BN 86947131v3

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B

9. Governing Law. This Amendment and all other instruments referred to herein shall be governed by, and shall be construed in accordance with, the laws of the State of California.

10. Attorneys' Fees. The prevailing party in any action at law or in equity instituted to enforce or interpret this Amendment shall be entitled to all costs incurred in connection therewith, including, but not limited to, court costs and reasonable attorneys' fees.

11. Successors and Assigns. This Amendment and the terms and provisions hereof shall inure to the benefit of, and shall be binding upon, the respective successors and assigns of BCL and City. BCL and City agree that, if either transfers fee title to 015, 018 or 007, there shall be a written assignment and assumption agreement of the Agreement (as modified by this Assignment) wherein the assignee agrees to assume the obligations of the assigning party hereunder, which assignment shall not release the BCL or the City of their obligations hereunder.

12. Counterparts. To facilitate execution, this Amendment may be executed in as many counterparts as may be required. It shall not be necessary that the signatures on behalf of all parties appear on each counterpart hereof. All counterparts hereof shall collectively constitute a single agreement.

13. Covenants of Further Assurances. City and BCL each agree to execute such other documents and perform such other acts as may be necessary or desirable to effectuate this Amendment.

14. Assignment. To the extent not already formally assigned, (i) MPLD hereby assigns the Original Agreement to BCL as of the date that BCL acquired 015 and 018, and BCL hereby accepts such assignment and assumes the obligations thereunder as of such date, and (ii) Lassen hereby assigns the Original Agreement to the City as of the date that the City acquires 017, and the City hereby accepts such assignment and assumes the obligations thereunder as of such date. If written assignments of the Original Agreement have previously been executed in conjunction with the foregoing transfers, the any conflicting provisions of those assignments shall prevail.

IN WITNESS WHEREOF, City and BCL have executed and delivered this Amendment as of the dates set forth below.

BCL:
as
Beaumont Crossroads Logistics II Park Association,
a California non-profit mutual benefit corporation
By:

Bruce McDonald, PreJ�ident
Date:
49-7
BN 86947131 v3
4

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B CITY
City of Beaumont
Date:

By:

Elizabeth Gibbs, City Manager
Approved as to Form:

By
City Attorney
Acknowledgement of Assignment.

MPLD and Lassen hereby execute this Amendment as to their agreement to the assignment in Section 14 (Assignment) above, and only with respect to Section 14 (Assignment) above.

LASSEN:

LASSEN DEVELOPMENT PARTNERS, LLLP,
a Delaware limited liability limited partnership
By: Lassen Development Partners GP, LLC,
a Delaware limited liability company,
its General -P arti!N' by:
es/IL 'f,(,Sf4
By. -C2oz2iE2u6u34iD...

Name:

Title: Portfolio Manager
Date: 2/7/2025
Erik Engelstad
MPLD:

MPLD II INLAND EMPIRE, LLC,
a Delaware limited liability company
By: MPLD II REIT A,
a Texaser.ead 4tw,jvestment trust, its sole member
By. —6CF7u3H5iABF4F0...

Name:

Lange Allen
Title:

Senior Managing Director
Date: 2/10/2025
BN 86947131v3
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B

EXHIBIT A

DRAFT CONSERVATION EASEMENT
[See Attached]
1 Endowment Agreement Template (ACOE)
51157782.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

Rivers & Lands Conservancy
c/o J. Matthew Wilcox, Esq.
550 East Hospitality Lane, Suite 350
San Bernardino, CA 92408
With a copy to:

U.S. Army Corps of Engineers
Los Angeles District
Attn: District Counsel
915 Wilshire Boulevard, Room 1535
Los Angeles, CA 90017-3401
Space Above Line for Recorder's Use Only

CONSERVATION EASEMENT
THIS CONSERVATION EASEMENT ("Conservation Easement") is made this day of , 2025 by and between BEAUMONT CROSSROADS LOGISTICS II PARK ASSOCIATION, a California non-profit mutual benefit corporation ("BCL") and the CITY OF BEAUMONT, a general law city ("City", and collectively with BCL, "Grantor" or "Owner"), and RIVERS & LANDS CONSERVANCY, a California non-profit corporation ("Grantee") (together, the "Parties" or individually a "Party") with reference to the following facts:

RECITALS
A. Each Grantor is the sole owner in fee simple of the following real properties located in the County of Riverside, State of California. The property owned by BCL consists of approximately 19.97 acres and is designated Assessor Parcel Numbers 424-010-015 and 424-010-018 ("BCL Parcels"). The property owned by City consists of approximately 6.26 acres and is designated Assessors Parcel Numbers 424-010-007 ("City Parcel"). Together, the BCL Parcels and the City Parcel are referred to collectively as the "Property". The Property is legally described on Exhibit "A" attached hereto and incorporated by this reference. Grantor intends to grant to Grantee a conservation easement over a 10.95 -acre portion of the Property (the "Easement Area"). The Easement Area is legally described on Exhibit "B" and depicted on Exhibit "B-1" attached hereto and incorporated by this reference.

B. The Easement Area is in a predominately unimproved natural condition and possesses wildlife and habitat values of great importance to Grantee, the United States Army Corps of Engineers ("ACOE"), and the people of the state of California and United States. The Conservation Easement is intended to conserve existing and restored riparian and wetland habitat 1 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B in Cooper's Creek, which (a) provides important habitat functions benefitting a variety of wildlife species, which may include lease Bell's vireo (Vireo belli pusillus)("LBV") and southwestern willow flycatcher (Empidonax trailli extimus) ("SWFL"), (b) provides plant dispersal, water quality, and hydrologic benefits, and (c) expands and protects a local wildlife movement corridor linking the Badlands to the San Timoteo Creek area (collectively, "Conservation Values").

C. The granting of the Easement Area to Grantee is also intended to satisfy certain provisions of the Settlement Agreement by and among Sierra Club and Timoteo Land Investors, LLC and Timoteo Land Development dated April 10, 2017 ("Settlement Agreement") which requires, in part, the recordation of an additional and separate conservation easement or restrictive covenant over a portion of the Property with respect to riparian and wetland habitat within Cooper's Creek which shall remain undeveloped, designated and managed as open space in perpetuity.

D. This Conservation Easement is designed to satisfy and is granted in satisfaction of the Agency Approvals and the Settlement Agreement.

E. The Easement Area provides, among other things, compensatory mitigation for unavoidable impacts associated with the Beaumont Logistics II Park Project ("Project") pursuant to requirements of the following State and Federal approvals (collectively, "Agency Approvals"):
(1) United States Army Corps of Engineers' ("ACOE") Section 404 Permit No. SPL-2013-00802- JEM (the "Section 404 Permit"); (2) Santa Ana Regional Water Quality Control Board ("SARWQCB") Clean Water Act Section 401 Permit No. 322013-18 (the "401 Permit"); (3) California Depat ttiient of Fish and Wildlife ("Department") Section 1603 Streambed Alteration Agreement No. 1600-2012-0136-R6 (the "Section 1603 SAA"), (4) the Conceptual Habitat Mitigation and Monitoring Plan for Impacts to Areas within the Jurisdiction of the United States Army Corps of Engineers, dated September 1, 2016, prepared by Glenn Lukos Associates ("HMMP"), and (5) the Long Term Management Plan for Hidden Canyon, dated May 31, 2016, and prepared by Glenn Lukos Associates ("LTMP"). The ACOE, SARWQCB and Department are sometimes referred to herein as an "Agency" and collectively the Agencies".

F. Grantee is authorized to hold conservation easements pursuant to Civil Code Section 815.3 and Government Code 65965. Specifically, Grantee is a tax-exempt non-profit organization qualified under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and qualified to do business in California which has as its primary purpose the preservation of land in its natural, scenic, forested or open space condition or use.

G. The ACOE is the Federal agency charged with regulatory authority over discharges of dredged and fill material in waters of the United States pursuant to Section 404 of the Clean Water Act and is a third -party beneficiary of this Conservation Easement.

H. The SARWQCB is the regional agency charged with protecting the quality of waters by formulating and adopting water quality plans for specific ground or surface water bodies, and by prescribing and enforcing requirements on domestic and water discharges pursuant to Section 401 of the Clean Water Act, and is a third party beneficiary of this Conservation Easement. 2 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B I. The Depai tiiient is the State agency charged with regulatory authority over conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of those species pursuant to Section 1603 of the California Fish and Game Code, and is a third party beneficiary of this Conservation Easement.

J. Concurrently with the execution and delivery of this Conservation Easement, Developer and Grantee will be executing an Endowment Agreement ("Endowment Agreement"), subject to prior written approval of the ACOE, pursuant to which Developer will provide the following sums to Grantee:
(a) One Hundred Twenty -Two Thousand Four Hundred Forty -Six Dollars ($122,446.00) ("Initial Financial Requirement"), which Initial Financial Requirement is for the purpose of reimbursing Grantee for its cost and expenses incurred in connection with its acceptance of the Conservation Easement, and for fulfilling certain of Grantee's obligations under this Conservation Easement for up to the first three (3) years following the date of this Conservation Easement.
(b) Six Hundred Seventeen Thousand Three Hundred Eighty -Nine Dollars ($617,389.00) ("Maintenance and Monitoring Endowment"). The Maintenance and Monitoring Endowment is for the purpose of fulfilling Grantee's obligations under this Conservation Easement.

COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS
In consideration of the above recitals and the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the laws of the United States and the state of California, including California Civil Code Section 815, et seq., Grantor hereby voluntarily grants and conveys to Grantee a conservation easement in perpetuity over the Easement Area, together with access easements to access the Easement Area, as set forth herein.

1. Purpose.
(a) The purposes of this Conservation Easement are to (i) ensure the Easement Area will be managed and preserved in a natural condition in perpetuity and (ii) prevent any use of the Easement Area that will impair or interfere with the Conservation Values of the Easement Area (the "Purpose"). Grantor intends that this Conservation Easement will confine the use of the Easement Area to such activities that are consistent with this Purpose, including without limitation, those involving the preservation and enhancement of native species and their habitats. (b) If a controversy arises with respect to the present natural condition of the Easement Area, Grantor, Grantee, the Agencies or any of their designees or agents shall not be foreclosed from utilizing any and all other relevant documents, surveys, photographs or other evidence or information to assist in the resolution of the controversy.

2. Grantee's Rights. To accomplish the Purpose of this Conservation Easement, Grantor, its successors and assigns hereby grant and convey the following rights to Grantee. These 3 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B rights, without obligation, are also granted to the ACOE. (a) To preserve and protect the Conservation Values of the Easement Area; (b) Access for ingress and egress over the Property for the purpose of entering upon the Easement Area to exercise any right allowed or duty required pursuant to this Conservation Easement. If at any time Grantor installs fences, gates or any other type of obstruction that would prevent access to the main entrance to the Project or to any portion of the Easement Area, Grantee shall have the right to use such gates or any other type of access entrance ("Gates") to the Easement Area to perform any of its duties or protect any of its rights with respect to the Easement Area. The Grantor shall provide a set of reproducible keys or access code(s) to the Gates to the Grantee without charge. If the lock(s) or access code(s) to the Gates are replaced, the Grantor shall provide a new set of reproducible keys or access code(s) to the Gates to the Grantee without charge within seven (7) days of replacement of such lock(s) or access code(s). In no event will Grantee be obligated to maintain, repair, or replace fences or Gates; BCL hereby represents and warrants that it has an access over the Association's "Common Area" (the "MPLD Easement"), which is the property immediately to the west of the Easement Area, and which is owned by MPLD II Inland Empire KRB, LLC, a Delaware limited liability company ("MPLD"), pursuant to that certain Declaration of Covenants, Conditions and Restrictions for Beaumont Crossroads Logistics II Park recorded on December 28, 2020, as Document No. 2020-0524170, Official Records of Riverside County, California. BCL further represents and warrants that it has the right to grant such rights to Grantee. Accordingly, BCL hereby grants to Grantee in perpetuity the right to utilize BCL's existing access rights to the Easement Area for the purposes set forth in this Conservation Easement. Such MPLD Easement shall be used for ingress and egress only; no parking is permitted on the MPLD Easement.

BCL, and its successors and assigns, shall hold harmless, protect, defend and indemnify the Grantee Indemnified Parties (as hereinafter defined) from and against any and all Claims arising from or in any way connected with RLC's use of the MPLD Easement. (c) To enter upon the Property and Easement Area at reasonable times in order to fulfill its obligations hereunder, to monitor compliance with and to otherwise enforce the terms of this Conservation Easement, and for scientific research, educational and interpretive purposes by Grantee or the ACOE, provided that neither Grantee nor the ACOE shall unreasonably interfere with Grantor's authorized use and quiet enjoyment of the Property; (d) To prevent any activity on or use of the Easement Area that is inconsistent with the Purpose of this Conservation Easement and to require the restoration of such areas or features of the Easement Area that may be damaged by any act, failure to act, or any use that is inconsistent with the Purpose of this Conservation Easement; (e) To require that all mineral, air, and water rights as Grantee or ACOE deems necessary to preserve, protect and sustain the biological resources and Conservation Values of the Easement Area shall remain a part of and be put to beneficial use upon the Easement Area, consistent with the Purpose of this Conservation Easement; 4 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B (f) All present and future development rights appurtenant to, allocated, implied, reserved or inherent in the Easement Area; such rights are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Easement Area, Property, nor any other property adjacent or otherwise;
(g) The right to enforce by any means, including, without limitation, injunctive relief, the terms and conditions of this Conservation Easement; and (h) The right to conduct Habitat Management and Monitoring activities consistent with the LTMP. Habitat Management and Monitoring activities shall not conflict with the preservation of the Conservation Values of the Easement Area or the Purpose of this Conservation Easement and shall be performed in compliance with all applicable laws, regulations, and permitting requirements (including those permits issued by ACOE acting in its regulatory capacity).

3. Prohibited Uses. Any activity on or use of the Easement Area that is inconsistent with the Purpose of this Conservation Easement is prohibited. Without limiting the generality of the foregoing, the following uses by Grantor, Grantee and their respective guests, agents, assigns, employees, representatives, successors, and third parties are expressly prohibited on the Easement Area:
(a) Introduction of nuisance water onto the Easement Area, such as any drainage or overflow, including, but not limited to, water from pools, aquariums, waterbeds, and fountains where the overflow results from failure to promptly repair and stop the overflow; supplemental watering; except for the natural drainage of rainfall, and water related to Grantor's habitat management activities described in Section 6 or Grantee's habitat management activities described in Section 2;
(b) Use of chemical fertilizers, pesticides, biocides, herbicides, rodenticides, fungicides or other agents or weed abatement activities, except for weed abatement activities necessary to control or remove invasive, exotic plant species in accordance with Subsection 5(d) or Subsection 6(g);
(c) Incompatible fire protection activities except fire prevention activities set forth in Subsection 6(c);
(d) Use of off -road vehicles and use of any other motorized vehicles except on existing roadways;
(e) Grazing or other agricultural activity of any kind; (f) Recreational activities including, but not limited to, horseback riding, biking, hunting or fishing;
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(g) Residential, commercial, retail, institutional, or industrial uses or structures; 5

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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B (h) Any legal or de facto division, subdivision or partitioning of the Easement Area, including a request for a certificate of compliance pursuant to the California Subdivision Map Act (California Government Code Section 66499.35);
(i) Construction, reconstruction, expansion, location, relocation, installation or placement of any building, road, wireless communication cell towers, or any other structure or improvement of any kind, or any billboard, fence, gate, boundary marker or sign, except signs permitted in Subsection 6(i) and fencing and walls permitted in Subsection 4(a); (j) Dumping soil, trash, ashes, refuse, waste, bio-solids, garbage or any other material;
(k) Planting, introducing, or dispersing non-native or exotic plant or animal species;
(1) Filling, dumping, excavating, draining, dredging, mining, drilling, removing or exploring for or extraction of minerals, loam, gravel, soil, rock, sand or other material on or below the surface of the Property, or granting or authorizing surface entry for any such purposes;
(m) Altering the surface or general topography of the Easement Area, including but not limited to any alterations to habitat, building roads or trails, flood control work, or paving or otherwise covering any portion of the Easement Area; (n) Removing, disturbing, altering, destroying, or cutting of trees, shrubs or other vegetation, except for (1) emergency fire breaks as required by fire safety officials as set forth in Subsection 6(c), (2) prevention or treatment of disease, (3) control of invasive species which threaten the integrity of the habitat, or (4) activities described in Sections 2, 5-6 herein. In the event that activity on the Easement Area is necessary to prevent or treat disease as listed herein, the first priority for action shall be chemical and biological methods. No invasive or non-native species shall be introduced to prevent or treat disease, unless chemical or biological methods have failed to resolve the problem and the agency with authority determines that no other methods will address the problem. Removal of vegetation to prevent or treat disease shall only be allowed if chemical or biological methods have failed to resolve the problem or upon a showing that removal of vegetation is required on an emergency basis;
(o) Manipulating, impounding or altering any natural watercourse, body of water or water circulation on the Easement Area, and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub -surface waters; (p) Creating, enhancing, and maintaining fuel modification zones (defined as a strip of mowed land or the planting of vegetation possessing low combustibility for purposes of fire suppression), or other activities that could constitute fuel modification zones; (q) Without the prior written consent of Grantee and ACOE, which Grantee and ACOE may each withhold, transferring, encumbering, selling, leasing, or otherwise separating 6 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B the mineral, air, or water rights for the Property; changing the place or purpose of use of the water rights; abandoning or allowing the abandonment of, by action or inaction, any water or water rights, ditch or ditch rights, spring rights, reservoir or storage rights, wells, ground water rights, or other rights in and to the use of water historically used on or otherwise appurtenant to the Easement Area, including but not limited to: (1) riparian water rights; (2) appropriative water rights; (3) rights to waters which are secured under contract with any irrigation or water district, to the extent such waters are customarily applied to the Easement Area; and (4) any water from wells that are in existence or may be constructed in the future on the Easement Area; (r) Creation of any encumbrance superior to this Conservation Easement, other than those encumbrances set forth in Exhibit "C" hereto, or the recording of any involuntary lien (which is not released within thirty calendar days), or the granting of any lease, license or similar possessory interest in the Easement Area which will affect the Conservation Values of the Easement Area;
(s) Any use or activity that may violate, or fail to comply with, relevant federal, state, or local laws, regulations, or policies applicable to Grantor, the Easement Area, or the use or activity in question; and
(t) Any and all other activities and uses which may adversely affect the Conservation Values of Easement Area or otherwise interfere with the Purpose of this Conservation Easement. Grantor and Grantee acknowledge that, in view of the perpetual nature of this Conservation Easement, they are unable to foresee all potential future land uses, future technologies, and future evolution of the land and other natural resources, and other future occurrences affecting the Purpose of this Conservation Easement. Grantee, in consultation with and written approval of the ACOE, may determine whether (1) proposed uses or proposed improvements not contemplated by or addressed in this Conservation Easement or (2) alterations in existing uses or structures, are consistent with the Purpose of this Conservation Easement.

4. Grantor's Duties. To accomplish the Purpose of this Conservation Easement as described in Section 1 above, Grantor shall:
(a) Undertake all obligations pursuant to the Agency Approvals; this obligation is continuing and nontransferable, and shall be an obligation of both Grantor and any owner of the Property, from time to time. Grantor shall provide Grantee with copies of all its reports to the Agencies including, without limitation, annual reports, and requests for Agency sign -off (whether partial or final). Grantor shall provide written notice to Grantee at such time as Grantor has obtained final approvals from Agencies confirming that it has completed all obligations of the Agency Approvals ("Agency Sign Off Notice"). Such Agency Sign Off Notice shall be sent to Grantee via certified mail, and shall indicate in bold conspicuous type "Agency Sign off Notice".

The Agency Sign Off Notice shall not be given until all Agencies have provided final sign off and approval for all Agency Approvals;
(b) Undertake all reasonable actions to prevent the unlawful entry and trespass onto the Easement Area using all reasonable methods available to Grantor including City code enforcement, and local law enforcement.
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B (c) Install and maintain boundary markers identifying the boundary of the Easement Area, at least every two hundred feet (200') around the Easement Area. (d) Provide and maintain a properly graded driveway to access the Easement Area from Fourth Street, as shown on Exhibit "D", attached hereto; (e) Install and maintain a gate preventing unauthorized vehicular access at the temporary driveway on Fourth Street, in the location designated on Exhibit "D"; (f) Install and maintain signage saying "Natural Space Open Space", "Protected Natural Area", or similar descriptions, in locations approved by Grantee; (g) Cooperate with Grantee in the protection of the Conservation Values; (h) Obtain any applicable governmental permits and approvals for any activity or use permitted by this Conservation Easement, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements;
(i) Within fifteen (15) days after any request from Grantee, Grantor shall (a) request the removal by law enforcement of any transient encampments within the Easement Area, (b) to the extent legally possible, remove transient trash and debris from the Easement Area and (c), not more frequently than monthly, remove all other trash and man-made debris from the Easement Area, excepting therefrom the Minor Trash Removal conducted by Grantee in accordance with Section 5(g); and
(j) Be obligated to repair, remediate, or restore the Easement Area damaged by any activities herein for which it is responsible. Such restoration shall be conducted in compliance with a restoration plan prepared by a qualified Biological Monitor (defined below), and approved by Grantee and ACOE. At Grantee's option, either: (i) Grantor shall undertake such restoration pursuant to the restoration plan, and under Grantee's supervision, or (ii) Grantee shall undertake the restoration. Grantor shall be responsible for any costs incurred by Grantee pursuant to either (i) or (ii), as hereinafter provided. Grantee's costs shall include: (i) Grantee's staff time (at its then billed rate); and (ii) all out-of-pocket costs incurred by Grantee, including legal fees and fees of other consultants. Upon completion of restoration as specified in the approved restoration plan, Grantee shall have a Biological Monitor prepare a detailed monitoring report, and Grantee shall make the report available to Grantor and ACOE within thirty (30) days of completion of restoration activities. Grantee and the Biological Monitor shall sign the monitoring report. The monitoring report shall document the Biological Monitor's name and affiliation, dates Biological Monitor was present on site, activities observed and their location, Biological Monitor's observations regarding the adequacy of restoration performance in accordance with the approved restoration plan, and corrections recommended and implemented. Grantor shall be responsible for compensating and/or reimbursing Biological Monitor and Grantee for all reasonable and ordinary expenses incurred by them in discharging their respective responsibilities under this subsection within thirty (30) days of invoice.
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B (k) The term "Biological Monitor," as referenced in the preceding paragraph, shall mean an independent third -party consultant with successful restoration experience and knowledge of aquatic resources in the San Bernardino -Riverside County area and expertise in the field of biology or a related field.
(1) Notwithstanding the grant of this Conservation Easement, Grantor shall continue to be responsible for performing all responsibilities and obligations associated with property ownership, excepting only those specific obligations assumed by Grantee herein.

Without limiting the generality of the foregoing, Grantor shall be responsible to maintain all designed, engineered, constructed and/or modified manufactured slopes, fill, cuts, berms, and banks adjacent to, within, or on the Property. Grantee shall bear no responsibility for such improvements or substructure, or for any liability resulting therefrom.

5. Grantee's Duties. To accomplish the Purpose of this Conservation Easement as described in Section 1, Grantee shall:
(a) Prepare a baseline survey and report documenting the condition of the Easement Area ("Baseline Report"), which Baseline Report shall be prepared prior to the recordation of this Conservation Easement. Grantee shall provide a copy of the Baseline Report to Grantor, and Grantor shall attest to the accuracy of the information by dating and signing the Baseline Report before the Baseline Report is provided to the ACOE. Such Baseline Report shall document the Conservation Values, public benefits, and conditions that relate to this Conservation Easement's restrictions and reserved rights, including written descriptions along with related maps and photographs. Such Baseline Report shall also provide a full property description, including background information that relates to this Conservation Easement, the location of the Conservation Easement, easement maps that contain the Conservation Easement boundaries, and shall establish, map, and provide photo points;
(b) Perform semi-annual compliance inspections of the Easement Area each year to document site conditions and to identify any activity or use that is inconsistent with the purpose of this Conservation Easement ("Field Survey"). During such semi-annual Field Survey, Grantee will document the site conditions necessary to perform its habitat management activities, including but not limited, to the presence and location of invasive plant species. Grantee will document the status of access control features (e.g., signage, fencing and Gates), as well as the existing site conditions, changes in site conditions, identify if any uses prohibited under the Conservation Easement have occurred, visit photo points and take photos, and arrange for corrective actions, as necessary. Grantee shall retain relevant documents relating to such Field Surveys, notify Grantor within one (1) week of any such Field Survey of any conditions that require corrective measures, and will arrange for follow-up surveys to be conducted, as needed, to review and address management issues;
(c) Prepare an annual report summarizing activities undertaken during the preceding year, including the Field Survey ("Annual Report"). Such Annual Report will describe the conditions of the Easement Area, describe changes in site conditions, and describe uses prohibited under the Conservation Easement. The Annual Report will identify any problems or 9 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B management issues, any remedial or adaptive management actions taken, and identify an annual work plan for the following year. It will include photos, maps and other relevant exhibits. Grantee will provide a copy of the Annual Report to Grantor and ACOE. Grantee shall store materials including field notes, photos, photo location maps, and maps of site conditions; (d) Every five (5) years, prepare a detailed maintenance report ("5 -Year Maintenance Report") that includes a summary of habitat management and monitoring activities over the prior five-year period, including those activities from the Annual Reports, site photographs, corrective actions, and adaptive management recommendations. (e) On a semiannual basis, conduct habitat maintenance activities to control invasive and exotic plant species by herbicide application or other site appropriate control method consistent with the LTMP, as described below. During the Field Survey the location and extent of invasive and exotic plant species will be identified, mapped, and scheduled for control by a qualified herbicide applicator. Control is recommended to occur outside of the general bird -nesting season; therefore, control is recommended between September 1St and February 15th. Control may occur during the bird -nesting season if a pre -work nesting bird survey is performed indicating nesting birds are absent. In general, all invasive and exotic plant species will be controlled. Focus will be on plants listed as invasive on the California Invasive Plant Council (Cal-IPC) Lists as an Al, A2, or have an invasiveness rating of "A" or "B" and on any new or unusual non-native plant that recruits onsite. Less invasive or innocuous weeds not listed on the Cal-IPC A -B list will be controlled as to not diminish habitat quality or degrade the Conservation Values. (f) Conduct a cowbird (Molothrus ater) trapping and removal program in order to reduce potential nest parasitism of LBV, SWFL, or other native bird species. Grantee will retain a permitted wildlife biologist (e.g. Santa Ana Watershed Association) to operate one cowbird trap every other year. The program will continue every two years, for a minimum of ten years, with annual reports submitted to U.S. Fish and Wildlife Service (USFWS). At the conclusion of the 10 years, a final report, including documentation of success and recommendations for future trapping needs, if necessary, will be submitted to USFWS.
(g) During each Field Survey, Grantee will collect and remove small items of litter and wind-blown debris, by hand ("Minor Trash Removal"). To the extent that Grantee identifies other items of trash and debris, Grantee will provide notice to Grantor, and Grantor will remove such items as needed;
(h) Subject to an Endowment Agreement approved in writing by the ACOE, set aside, hold, invest and disburse the Maintenance and Monitoring Endowment funds in trust solely for the purposes of preserving the Conservation Values of the Easement Area under this Conservation Easement in perpetuity;
(f) Have a fiduciary duty to ensure the Maintenance and Monitoring Endowment held in trust for the Easement Area is properly managed in accordance with the terms of the approved Endowment Agreement; and
(g) Obtain any applicable governmental permits and approvals for any 10 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B activity or use permitted by this Conservation Easement, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirement. (h) Be obligated to repair, remediate, or restore the Easement Area damaged by any activities herein for which it is responsible. Such restoration shall be conducted in compliance with a restoration plan prepared by a qualified Biological Monitor (defined below) and approved by the ACOE. Upon completion of restoration as specified in the approved restoration plan, Grantee shall have a Biological Monitor prepare a detailed monitoring report, and Grantee shall make the report available to Grantor and the ACOE within thirty (30) days of completion of restoration activities. Grantee and the Biological Monitor shall sign the monitoring report. The monitoring report shall document the Biological Monitor's name and affiliation, dates Biological Monitor was present on site, activities observed and their location, Biological Monitor's observations regarding the adequacy of restoration performance in accordance with the approved restoration plan, and corrections recommended and implemented. (i) Notwithstanding anything to the contrary contained herein, Grantee shall have no obligation to expend any monies other than the interest, gains, or other earnings, additions and appreciation thereon, accrued on the Maintenance and Monitoring Endowment funds ("Earnings"), to satisfy its obligations under this Conservation Easement.

6. Reserved Rights. Grantor reserves to itself, and to its representatives, successors, and assigns, all rights accruing from its ownership of the Easement Area, including the right to engage in or to permit or invite others to engage in all uses of the Easement Area that are not expressly prohibited or limited by, and are consistent with, the Purpose of this Conservation Easement, including the following uses:
(a) Access. Reasonable access through the Property and Easement Area to adjacent land over existing roads, or to perform obligations or other activities permitted by this Conservation Easement. The Grantor's rights to the Easement Area is limited to a right of possession that does not include any physical use or access to the Easement Area except to fulfill its obligations hereunder and as set forth in this section, notwithstanding the ownership of the underlying parcel, fee title, or any other property interest. Access by the public is in direct conflict with the Purpose of this Conservation Easement and thus shall not be permitted. (b) Fire Protection. The right, in an emergency situation only, to maintain firebreaks (defined as a strip of plowed or cleared land made to check the spread of a fire), trim or remove brush, otherwise perform preventative measures required by the fire department to protect structures and other improvements from encroaching fire, provided that in the event of an emergency situation, Grantor or its successors and assigns shall provide notification to Grantee that it intends to enter on the Easement Area immediately to perform emergency work, and shall timely restore any damage to the Easement Area that may occur as a result of any such emergency work. All other brush management activities, activities prohibited by Subsection 3(p), or other fire prevention measures suggested by the fire department shall be limited to areas outside the Easement Area.
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B (c) Hazardous Substances or Conditions. The rights, subject to prior consultation with the Grantee, to inhabit, work upon, ingress to, pass over, and egress from the Easement Area as necessary to remove and/or remediate hazardous substances or conditions. The rights reserved by this Subsection 6(c) do not relieve Grantor of any legal requirements to obtain prior permit authority from ACOE or other government authority with jurisdiction over any waters or land within the Easement Area.
(d) Vegetation, Debris, and Exotic Species Removal. Removal or trimming of vegetation downed or damaged due to natural disaster, removal of man-made debris, removal of parasitic vegetation (as it relates to the health of the host plant) and removal of non-native or exotic plant or animal species. Vegetation, debris, and exotic plant species removal shall not be in direct or potential conflict with the preservation of the Conservation Values of the Easement Area or the Purpose of this Conservation Easement and shall be performed in compliance with all applicable laws, regulations, and permitting requirements.

7. Enforcement.
(a) Right to Enforce. The ACOE shall have the same rights, remedies and limitations as Grantee under this Section 7. The rights under this Section 7 are in addition to, and do not limit rights conferred in Section 2 above, the rights of enforcement under the Agency Approvals, or any rights of the various documents created thereunder or referred to therein. (b) Notice of Violation. In the event that a Party or its employees, agents, contractors or invitees is in violation of the terms of this Conservation Easement or that a violation is threatened, the non -violating Party and/or ACOE demand the cure of such violation. In such a case, the non -violating Party and/or ACOE shall issue a written notice to the violating Party (hereinafter "Notice of Violation") informing the violating Party of the actual or threatened violations and demanding cure of such violations. The Notice of Violation shall be sent to the other Party and ACOE listed under Section 15 of this Conservation Easement. (c) Time to Cure. The violating Party shall cure the noticed violation within thirty (30) days of receipt of said written Notice of Violation. If said cure reasonably requires more than thirty (30) days, the violating Party shall, within the thirty (30) day period, submit to the non -violating Party and/or ACOE, as the case may be, for review and approval (which approval shall not be unreasonably withheld, conditioned, or delayed) a plan and time schedule to diligently complete a cure. The violating Party shall complete such cure in accordance with the approved plan. If the violating Party disputes the Notice of Violation, it shall issue a written notice of such dispute (hereinafter "Notice of Dispute") to the appropriate Party and/or ACOE within thirty (30) days of receipt of written Notice of Violation.
(d) Failure to Cure. If the violating Party fails to cure the violation within the time period(s) described in Subsection 7(c), above, or Subsection 7(e)(2), below, the non -violating Party and/or ACOE may bring an action at law or in equity in a court of competent jurisdiction to enforce compliance by the violating Party with the terms of this Conservation Easement. In such action, the non -violating Party and/or ACOE may:
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B (1) Recover any damages to which they may be entitled for violation by the violating Party of the terms of this Conservation Easement or for any injury to the Conservation Values of the Easement Area. The non -violating Party shall first apply any damages recovered to the cost of undertaking any corrective action on the Easement Area. Prior to implementation of any remedial or restorative actions pursuant to this paragraph, ACOE shall be consulted. (2) Enjoin the violation, ex parte as necessary, by temporary or permanent injunction without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies.
(3) Pursue and obtain other equitable relief, including, but not limited to, the restoration of the Easement Area to the condition in which it existed prior to any such violation or injury. This remedy is expressly available notwithstanding the ability to claim damages as provided for in subdivision (1).
(4) Otherwise enforce this Conservation Easement.
(e) Notice of Dispute.
(1) If the violating Party provides the non -violating Party and/or ACOE with a Notice of Dispute, as provided herein, the non -violating Party and/or ACOE shall meet and confer with the violating Party at a mutually agreeable place and time, not to exceed thirty (30) days from the date that the non -violating Party and/or ACOE receive the Notice of Dispute. The non -violating Party and/or ACOE shall consider all relevant information concerning the disputed violation provided by the violating Party and shall determine whether a violation has in fact occurred and, if so, whether the Notice of Violation and demand for cure issued by the non - violating Party and/or ACOE is appropriate in light of the violation. (2) If, after reviewing the violating Party's Notice of Dispute, conferring with the violating Party, and considering all relevant information related to the violation, the non -violating Party and/or ACOE determine that a violation has occurred, the non - violating Party and/or ACOE shall give the violating party notice of such determination in writing.

Upon receipt of such determination, the violating Party shall have fifteen (15) days to cure the violation. If said cure reasonably requires more than fifteen (15) days, the violating Party shall, within the fifteen (15) day period, submit to the non -violating Party and/or ACOE for review and approval a plan and time schedule to diligently complete a cure. The violating Party shall complete such cure in accordance with the approved plan.
(f) Conflicting Notices of Violation.
(1) If any Party receives a Notice of Violation that is in material conflict with one or more prior written Notices of Violation that have not yet been cured by the Party (hereinafter "Active Notice(s) of Violation") such that the conflict makes it impossible for the Party to carry out the cure consistent with all prior Active Notices of Violation, the Party shall give written notice (hereinafter "Notice of Conflict") to the non -violating Party and/or ACOE issuing the later, conflicting Notice(s) of Violation. The Party shall issue said Notice of Conflict to the 13 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B appropriate non -violating Party and/or ACOE within fifteen (15) days of the receipt of each such conflicting Notice of Violation. A valid Notice of Conflict shall describe the conflict with specificity, including a description of how the conflict makes compliance with all Active Notices of Violation impossible.
(2) Upon issuing a valid Notice of Conflict to the appropriate non - violating Party and/or ACOE, as described above, the violating Party shall not be required to carry out the cure described in the conflicting Notice or Notices of Violation until such time as the non - violating Party responsible for said conflicting Notice(s) of Violation issue(s) a revised Notice of Violation that is consistent with prior Active Notices of Violation. Upon receipt of a revised, consistent Notice of Violation, the violating Party shall carry out the cure recommended in such notice within the time period(s) described in Subsection 7(c) above. Notwithstanding Subsection 7(4, failure to cure within said time period(s) shall entitle the non -violating Party to the remedies described in Subsection 7(d) and Subsection 7(h).
(3) The failure of the violating Party to issue a valid Notice of Conflict within fifteen (15) days of receipt of a conflicting Notice of Violation shall result in a waiver of the violating Party's ability to claim a conflict.
(g) Immediate Action. Notwithstanding anything contained herein to the contrary, in the event that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Easement Area, the Party and/or ACOE seeking enforcement pursuant to Subsection 7(b) above may immediately pursue all available remedies, including injunctive relief, available pursuant to both this Conservation Easement and state and federal law. The non -violating Party may immediately pursue all available remedies without waiting for the expiration of the time periods provided for cure or Notice of Dispute as described in Subsections 7(c) and 7(e)(1). The rights of the non -violating Party and/or ACOE under this paragraph apply equally to actual or threatened violations of the terms of this Conservation Easement.
(h) Injunctive Relief. The violating Party agrees that the remedies at law for any violation of the terms of this Conservation Easement are inadequate and that the non -violating Party and ACOE shall be entitled to the injunctive relief described in this Section, both prohibitive and mandatory, in addition to such other relief to which they may be entitled, including specific performance of the terms of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. The remedies described in this Section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity, including but not limited to, the remedies set forth in Civil Code Section 815, et seq..
(i) Costs of Enforcement.
(a) Third Party Costs. Any out of pocket costs incurred by a Party in enforcing the terms of this Conservation Easement against another Party, including, but not limited to, legal fees, costs of suit, and any costs of restoration necessitated by a Party's violation or negligence under the terms of this Conservation Easement shall be borne by the violating Party 14 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B ("Enforcement Costs").
(b) Grantee's Costs. In the event that Grantee is the Party exercising its right to enforce the terms of this Conservation Easement, in addition to the Enforcement Costs, Grantor shall also reimburse Grantee for all of Grantee's staff time, based upon its standard hourly rate at the time of such violation (collectively with the Enforcement Costs, "Grantee's Costs").

In the event that Grantor fails to pay Grantee's Costs to Grantor within thirty (30) days of a demand by Grantee, Grantee's Costs shall thereafter bear interest at the greater of: (a) the Prime Rate as published by Bank of America, plus 2%, or (b) the maximum amount allowed pursuant to California law.

At Grantee's election, Grantee shall have the option to require that Grantor advance Grantee's Costs to Grantee. Grantee shall exercise such right by notice to Grantor, together with a detailed estimate of Grantee's Costs ("Advanced Amount"), such amount not to exceed the Grantee's Costs for the following ninety (90) days. Grantor shall pay the Advanced Amount to Grantee, within thirty (30) days of the receipt of a demand from Grantee. Grantee shall deposit such Advanced Amount into a separate bank account, and shall have the right to draw down and pay itself from the Advance Amount, as Grantee's Costs are incurred. In the event that Grantee's Costs exceed the Advanced Amount, Grantor shall pay the balance to Grantee, within thirty (30) days of a demand which includes a detailed statement of the Grantee's Costs actually incurred with backup information, including invoices, receipts and payroll records. If the event that the actual Grantee's Costs are less than the Advanced Amount, Grantee shall reimburse Grantor for any sum remaining following the completion of such enforcement action. Payment of the Advanced Amount shall not be construed to limit Grantor's obligations hereunder to pay all of Grantee's Costs.
(j) Enforcement Discretion. Enforcement of the terms of this Conservation Easement by a Party and/or ACOE shall be at the discretion of the Party and/or ACOE, and any forbearance by such Party and/or ACOE to exercise its rights under this Conservation Easement in the event of any breach of any term of the Conservation Easement shall not be deemed or construed to be a waiver by the non -violating Party or ACOE of such term or any other term of this Conservation Easement. Nor shall such forbearance be deemed or construed to be a waiver of any rights of a non -violating Party or ACOE to enforce the terms of this Conservation Easement in the case of any subsequent breach of the same or any other term of this Conservation Easement.

No delay or omission by the non -violating Party or ACOE in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. (k) Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Easement Area resulting from:
(1) Any natural cause beyond Grantor's control, including without limitation, fire not caused by Grantor, flood, storm, and earth movement; (2) Any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Easement Area resulting from such causes; 15 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B provided that once the emergency has abated, Grantor, its successors or assigns promptly take all reasonable and necessary actions required to restore the Easement Area for damage caused by Grantor's action to the condition it was in immediately prior to the emergency; (3) Acts by Grantee, or its employees, directors, officers, agents, contractors, or representatives, or the ACOE or its employees; or (4) Acts of third parties (including any governmental agencies) that are beyond Grantor's control.

Notwithstanding the foregoing, Grantor must obtain any applicable governmental permits and approvals for any emergency activity or use permitted by this Conservation Easement, and undertake any activity or use in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements. (1) Acts Beyond Grantee's Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantor, its successors or assigns to bring any action against Grantee, its successors or assigns for any injury to or change in the Easement Area resulting from:
(1) Any natural cause beyond Grantee's control, including without limitation, fire not caused by Grantee, flood, storm, and earth movement; (2) Any prudent action taken by Grantee under emergency conditions to prevent, abate, or mitigate significant injury to the Easement Area resulting from such causes, provided that once the emergency has abated, Grantee, its successors or assigns promptly take all reasonable and necessary actions required to restore the Easement Area for damage caused by Grantee's actions to the condition it was in immediately prior to the emergency; (3) Acts by Grantor or its employees, directors, officers, agents, contractors, or representatives, or ACOE; or
(4) Acts of third parties (including any governmental agencies) that are beyond Grantee's control.

Notwithstanding the foregoing, Grantee must obtain any applicable governmental permits and approvals for any emergency activity or use permitted by this Conservation Easement, and undertake any activity or use in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements. (m) Use of Maintenance and Monitoring Endowment. If a court of competent jurisdiction determines that there has been a violation of any term of this Conservation Easement:
(1) Funds from the Maintenance and Monitoring Endowment which was created to manage the Easement Area cannot be used to pay damages awarded as part of the judgment;
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B (2) Funds from the Maintenance and Monitoring Endowment which was created to manage the Easement Area cannot be used to restore the Easement Area to the condition in which it existed prior to the violation; and (3) In lieu of recovering monetary damages against Grantee from any source, ACOE may direct the role of Grantee and related management responsibility to a new entity, which shall be qualified entity to hold and manage mitigation property pursuant to California Government Code section 65965 et seq.

8. Access. This Conservation Easement does not convey a general right of access to the public or a general right of access to the Easement Area.

9. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, including the Easement Area. Grantor agrees that neither Grantee nor ACOE shall not have any duty or responsibility for the operation, upkeep, or maintenance (except those duties pursuant to Section 5) of the Property, the monitoring of hazardous conditions thereon, or the protection of Grantor, the public or any third parties from risks relating to conditions on the Property. Grantor and Grantee remain responsible for obtaining any applicable governmental permits and approvals for any activity or use permitted by this Conservation Easement including those required from the ACOE acting in its regulatory capacity, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders and requirements.

10. Hold Harmless.
(a) Grantor shall hold harmless, protect, defend and indemnify ACOE and its respective directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them ("ACOE Indemnified Party" and collectively, "ACOE Indemnified Parties") from and against any and all liabilities, penalties, costs, losses, damages, expenses (including, without limitation reasonable attorneys' fees and experts' fees), causes of action, claims, demands, orders, liens or judgments (each a "Claim" and, collectively, "Claims"), arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, except to the extent caused by the negligence or willful misconduct of any of the ACOE Indemnified Parties; (2) the obligations specified in Sections 4, 5, 9 and 11; and (3) the existence or administration of this Conservation Easement.
(b) Grantor, and its successors and assigns shall hold harmless, protect, defend and indemnify Grantee and its respective directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them ("Grantee Indemnified Party" and collectively "Grantee Indemnified Parties") from and against any and all Claims arising from or in any way connected with: injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property regardless of cause, except to the 17 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B extent caused by the negligence or willful misconduct of any of the Grantee Indemnified Parties.

If any action or proceeding is brought against any of the Grantee Indemnified Parties by reason of any Claim to which the indemnification in this Subsection 10(b) applies, then at the election of and upon written notice from the Grantee Indemnified Party, Grantor shall defend such action or proceeding by counsel reasonably acceptable to the applicable Grantee Indemnified Party or, if Grantee so elects, reimburse the Grantee Indemnified Party for all expenses (including, without limitation, reasonable attorneys' and experts' fees) incurred in defending the action or proceeding. (c) Taxes, No Liens. Grantor shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property, including the Easement Area, by competent authority (collectively, "Taxes"), including any Taxes imposed upon, or incurred as a result of, this Conservation Easement, and shall furnish Grantee and ACOE with satisfactory evidence of payment, if assessed, upon request. Grantor shall keep the Easement Area free from any liens (other than a security interest that is expressly subordinate to this Conservation Easement as provided in Section 14), including those arising out any obligations incurred by Grantor for any labor or materials furnished or alleged to have been furnished to or for Grantor at or for use on the Property, including the Easement Area.

11. Condemnation. Pursuant to California Code of Civil Procedure section 1240.055, this Conservation Easement is "property appropriated to public use," as used in Article 6 (commencing with section 1240.510) and Article 7 (commencing with section 1240.610) of Chapter 3 of Title 7 of the California Code of Civil Procedure. A person authorized to acquire property for public use by eminent domain shall seek to acquire the Easement Area, if at all, only as provided in California Code of Civil Procedure section 1240.055. The ACOE, Department and Regional Board are public entities that imposed conditions on approval of a project that were satisfied, in whole or in part, by the creation of this Conservation Easement. If any person seeks to acquire the Easement Area for public use, Grantee shall provide notice to the ACOE, Department, and Regional Board, and comply with all obligations of the holder of a conservation easement under California Code of Civil Procedure section 1240.055. If the Conservation Easement is condemned, the net proceeds from the condemnation shall be used in compliance with California Government Code section 65966(j), and the location of the replacement property is subject to written approval by ACOE, Department, and Regional Board. Within six (6) months of acquiring the replacement property, Grantor shall record a conservation easement over the replacement property, in a form approved by Grantee and the ACOE prior to recordation.

12. Assignment or Transfer of Conservation Easement, Dissolution of Grantee, and Transfer of the Property.
(a) Assignment or Transfer of the Conservation Easement.

This Conservation Easement may be assigned or transferred by Grantee only to an entity or organization authorized to acquire and hold conservation easements pursuant to Civil Code Section 815.3 and Government Code Section 65965-65968 (or any successor provision(s) then applicable) and only with the prior written approval of the Grantor and ACOE.

Grantee shall give Grantor and ACOE at least sixty (60) days prior written notice of the proposed 18 Conservation Easement 010
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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B assignment or transfer. Grantee shall record the assignment/transfer in the County of San Bernardino and include in the recorded document an updated notices provision (see Section 15, below). The failure of Grantee to perform any act provided in this section shall not impair the validity of this Conservation Easement or limit its enforcement in any way. Unless otherwise agreed by Grantor, Grantee and ACOE, along with such transfer of this Conservation Easement, Grantee shall transfer any funding remaining in the Maintenance and Monitoring Endowment it is then holding for purposes of this Conservation Easement to a qualified endowment holder under California Government Code section 65965 et seq., after satisfying all outstanding contracts and obligations on those funds. Any transfer under this Section is subject to the requirements of Subsection 19(o).
(b) Dissolution of Grantee. Grantee shall immediately transfer the Conservation Easement and deliver any Maintenance and Monitoring Endowment funds it is then holding for purposes of this Conservation Easement, to an entity or other non-profit organization in accordance with Subsection 12(a), if any of the following occurs:
(1) Grantee dissolves;
(2) Grantee is the subject of a voluntary or involuntary petition in bankruptcy;
Easement; or
(3) Grantee is unable to carry out its obligations under this Conservation (4) The Grantor reasonably determines, and with the concurrence of the ACOE, that the Maintenance and Monitoring Endowment held by Grantee, or its successor entity, are not being held, managed, invested, or disbursed for conservation purposes and consistent with this Conservation Easement and legal requirements.
(c) Transfer of the Property.
(1) Grantor agrees to (i) incorporate by reference to the title of and the recording information for this Conservation Easement in any deed or other legal instrument by which each divests itself of any interest in all or a portion of the Property, including, without limitation, a leasehold interest and (ii) give actual notice to any such transferee or lessee of the existence of this Conservation Easement. Said deed or legal instrument shall provide updated Grantor notice information as per Section 15, below. Grantor further agrees to give written notice to Grantee and the ACOE of the intent to transfer any interest at least sixty (60) days prior to the date of such transfer. In the event Grantor elects to transfer the Easement Area, Grantor shall transfer all of the Easement Area (in no event shall Grantor transfer only a portion of the Easement Area). The failure of Grantor, its successor or assign to perform any act provided in this Subsection 12(c) shall not impair the validity of this Conservation Easement or limit its enforceability in any way, and Grantor assumes any liability relating to transfer(s) or assignment(s) to bona fide purchasers without notice of the existence or terms of this Conservation Easement.

Any transfer under this Section is subject to the requirements of Subsection 19(o).

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Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B (2) From and after the date of any transfer of the Easement Area by Grantor and each transfer thereafter, (i) the transferee shall be deemed to have assumed all of the obligations of Grantor as to the portion transferred, as set forth in this Conservation Easement, (ii) the transferee shall be deemed to have accepted the restrictions contained herein as to the portion transferred, (iii) the transferor, as applicable, shall have no further obligations hereunder except for any obligations pursuant to Subsection 19(g), and (iv) all references to Grantor in this Conservation Easement shall thereafter be deemed to refer to such transferee.

13. Additional Interests. Grantor shall not change any existing interest or grant any additional easements, rights of way, or other interests in the Property (other than a security interest that is expressly subordinated to this Conservation Easement), or grant, transfer, abandon, or relinquish (each a "Transfer") any mineral, air, or water right, or any water associated with the Property, or any other interest in the surface or subsurface of the Property, without first obtaining the written consent of Grantee and the ACOE. Grantee or ACOE may withhold such consent if it determines that the proposed interest or Transfer is inconsistent with the Purpose of this Conservation Easement or may impair or interfere with the Conservation Values of the Easement Area. This Section shall not limit the provisions of Subsections 2(e) or 3(q) above, nor prohibit transfer of a fee or leasehold interest in the Property that is subject to this Conservation Easement and complies with Subsection 13(c) herein. Grantor shall provide a certified copy of any recorded or unrecorded grant or Transfer document to Grantee and ACOE.

14. Notices. All notices, demands, requests, consents, approvals, or communications from one party to another shall be personally delivered or sent by facsimile to the persons set forth below or shall be deemed given five (5) days after deposit in the United States mail, certified and postage prepaid, return receipt requested, and addressed as follows, or at such other address as any Party may from time to time specify to the other parties in writing:

To Grantor:

Conservation Easement 010
Beaumont Crossroads Logistics II Park Association
c/o Affinius Capital
9830 Colonnade Boulevard, Suite 600
San Antonio, Texas 78230
And
City of Beaumont
Beaumont Civic Center
Attn: City Manager
550 East Sixth Street
Beaumont, California 92223
And
20 51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Beaumont City Attorney
Attn: John Pinkney, SBEMP
74774 Highway 111
Indian Wells, CA 92210
With a copy to: Beaumont Crossroads Logistics II Park Association c/o McDonald Property Group
1140 N. Coast Highway
Laguna Beach, California 92651
To Grantee:

With a copy to:

Rivers & Lands Conservancy
Attn: Executive Director
6876 Indiana Avenue
Suite J-2
Riverside, CA 92506
U.S. Army Corps of Engineers
Los Angeles District
915 Wilshire Boulevard
Los Angeles, CA 90017-3401
Attn: District Counsel
If the Conservation Easement is assigned, the assignment document shall update the Notices provisions.

When the underlying fee for the Easement Area is conveyed, the successor shall record a document entitled Conservation Easement/Change of Notices Provisions.

15. Amendment. This Conservation Easement may be amended by Grantor and Grantee only by mutual written agreement and subject to the prior written consent of the ACOE.

Any such amendment shall be consistent with the Purpose of this Conservation Easement and California law governing conservation easements and shall not affect its perpetual duration.

Grantor shall record any amendments in the Official Records of the county in which the Property is located and shall provide a copy of the amended conservation easement to Grantee and ACOE promptly upon recordation.

16. Recordation. Grantee shall record this Conservation Easement in the Official Records of the county in which the Property is located. Promptly following recordation, Grantee shall provide a conformed copy of the recorded Conservation Easement to Grantor and ACOE.

Grantee or ACOE may re-record it at any time as it deems necessary to preserve its rights in this Conservation Easement.

17. Estoppel Certificate. Upon request, either Grantor or Grantee shall execute and deliver to the other, within fifteen (15) days after a request by either of them, an estoppel certificate, which certifies compliance with any obligation of the requesting party contained in this Conservation Easement 010
21 51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Conservation Easement and otherwise evidences the status of this Conservation Easement. The parties approve of a form of Estoppel Certificate similar to the form attached hereto as Exhibit "F".

18. General Provisions.
(a) Controlling Law. The laws of the United States and the state of California, disregarding the conflicts of law principles of such state, shall govern the interpretation and performance of this Conservation Easement.
(b) Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Conservation Easement shall be liberally construed in favor of and to accomplish the Purpose of this Conservation Easement and the policy and purpose set forth in California Civil Code Section 815, et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the Purpose of this Conservation Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. (c) Severability. If a court of competent jurisdiction voids or invalidates on its face any provision of this Conservation Easement, such action shall not affect the remainder of this Conservation Easement. If a court of competent jurisdiction voids or invalidates the application of any provision of this Conservation Easement to a person or circumstance, such action shall not affect the application of the provision to other persons or circumstances. (d) Entire Agreement. This instrument together with the attached exhibits and any documents referred to herein sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Conservation Easement. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment in accordance with Section 16. (e) No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor's title in any respect.
(f) Joint and Several Liability. Each Grantor executing this Conservation Easement, and their respective successors in interest, shall be jointly and severally liable for all obligations of the Grantor contained herein.
(g) Successors and Assigns. The covenants, terms, conditions, and restrictions of this Conservation Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns, and shall constitute a servitude running in perpetuity with the Property. The covenants hereunder benefiting Grantee shall also benefit the ACOE as a third -party beneficiary. (h) Termination of Rights and Obligations. Except as otherwise expressly set forth in this Conservation Easement and provided the transfer was consistent with the terms of this Conservation Easement, a party's rights and obligations under this Conservation Easement shall terminate upon transfer of the party's interest in the Conservation Easement or Property 22 Conservation Easement 010
51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B (respectively), except that liability for acts or omissions occurring prior to transfer shall survive transfer.
(i) Caltions. The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon its construction or interpretation.
(j) Counterparts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by all parties; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. (k) Exhibits. The following Exhibits referenced in this Conservation Easement are attached to and incorporated by reference in this Conservation Easement:

EXHIBIT A — Legal Description of Property
EXHIBIT B — Legal Description and Depiction of Easement Area EXHIBIT C — Preliminary Title Report dated November 6, 2024 EXHIBIT D — 4th Street Gate
EXHIBIT E — Present Natural Condition of the Easement Area EXHIBIT F - Estoppel Certificate
(1) No Hazardous Materials Liability.
(1) Grantor represents and warrants to Grantee and ACOE that it has no knowledge or notice of any Hazardous Materials (as defined further below in this Section 19(k)) or underground storage tanks existing, generated, treated, stored, used, released, disposed of, deposited or abandoned in, on, under, or from the Property, or transported to or from or affecting the Property. All references to "Property" in this Subsection 19(k) included, but are not limited to, the Easement Area.
(2) Without limiting the obligations of Grantor under Section 10 of this Conservation Easement, Grantor hereby releases and agrees to indemnify, protect and hold harmless the ACOE Indemnified Parties (defined in Section 10) from and against any and all Claims (defined in Section 10) arising from or connected with any Hazardous Materials or underground storage tanks present, alleged to be present, released in, from, or about, or otherwise associated with the Property at any time, except that this indemnification shall be inapplicable to the ACOE Indemnified Parties with respect to any Hazardous Materials placed, disposed, or released by the ACOE. This release and indemnification includes, without limitation, Claims for injury to or death of any person or physical damage to any property; and the violation or alleged violation of, or other failure to comply with, any Environmental Laws (defined below). 23 Conservation Easement 010
51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B (3) Without limiting the obligations of Grantor under Section 10 herein, Grantor hereby releases and agrees to indemnify, protect and hold harmless the Grantee Indemnified Parties (defined in Section 10) from and against any and all Claims (defined in Section 10) arising from or connected with any Hazardous Materials present, alleged to be present, or otherwise associated with the Property at any time, except that this release and indemnification shall be inapplicable to the Grantee Indemnified Parties with respect to any Hazardous Materials placed, disposed or released by Grantee, its employees or agents. This release and indemnification includes, without limitation, Claims for (i) injury to or death of any person or physical damage to any property; and (ii) the violation or alleged violation of, or other failure to comply with, any Environmental Laws (defined below). If any action or proceeding is brought against any of the Grantee Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from the applicable Grantee Indemnified Party, defend such action or proceeding by counsel reasonably acceptable to the applicable Grantee Indemnified Party or reimburse the applicable Grantee Indemnified Party for all expenses (including, without limitation, reasonable attorneys' and experts' fees) incurred in defending the action or proceeding. (4) Despite any contrary provision of this Conservation Easement, the parties do not intend this Conservation Easement to be, and this Conservation Easement shall not be, construed such that it creates in or gives Grantee or the ACOE any of the following:
(i) The obligations or liabilities of an "owner" or "operator," as those terms are defined and used in Environmental Laws (defined below), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.; hereinafter, "CERCLA"); or (ii) The obligations or liabilities of a person described in 42 U.S.C. Section 9607(a)(3) or (4); or
(iii) The obligations of a responsible person under any applicable Environmental Laws, as defined below; or
(iv) The right to investigate and remediate any Hazardous Materials, as defined below, associated with the Property; or (v) Any control over Grantor's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Property. (5) The term "Hazardous Materials" includes, without limitation, (a) material that is flammable, explosive or radioactive; (b) petroleum products, including by-products and fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA; Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq; hereinafter "RCRA"); the Hazardous Materials Transportation Act (49 U.S.C. Section 5101 et seq.; hereinafter "HTA"); the Hazardous Waste Control Law (California Health & Safety Code Section 25100 et seq.; hereinafter "HCL"); the Hazardous Substance Account Act (California Health & Safety Code Section 25300 et seq.; hereinafter "HSA"), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable 24 Conservation Easement 010
51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B federal, state or local laws, ordinances, rules, regulations or orders now in effect or enacted after the date of this Conservation Easement.
(6) The term "Environmental Laws" includes, without limitation, CERCLA, RCRA, HTA, HCL, HSA, and any other any federal, state, local or administrative agency statute, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials. Grantor represents, warrants and covenants to Grantee and ACOE that Grantor's activities upon and use of the Property will comply with all Environmental Laws.
(m) Extinguishment. If circumstances arise in the future that render the Purpose of this Conservation Easement impossible to accomplish, this Conservation Easement can only be terminated or extinguished, in whole or in part, by judicial proceedings in a court of competent jurisdiction.
(n) Warranty. Grantor represents and warrants that:
(1) Grantor is the sole owner of fee simple title to the Property; (2) There are no other previously granted easements existing on the Easement Area that interfere or conflict with the purposes of this Conservation Easement as evidenced by the Preliminary Report prepared by Commonwealth Title Company dated November 6, 2024, attached at Exhibit D;
(3) The Easement Area is not subject to any other conservation easement; (4) There are no outstanding mortgages, liens, encumbrances or other interests in the Property (including, without limitation, water and mineral interests) that may conflict or are otherwise inconsistent with this Conservation Easement and which have not been expressly subordinated to this Conservation Easement by a written, recorded Subordination Agreement approved by Grantee and the ACOE;
(5)
Grantor certifies that there are no structures or improvements existing within the Easement Area as of the date of this Conservation Easement; (6) The present natural condition of the Easement Area is evidenced in part by the depiction of the Easement Area attached on Exhibit "E-1," showing all relevant and plottable property lines, easements, dedications, boundaries and major, distinct natural features such as waters of the United States; and (7)
Conservation Easement 010
Grantor has delivered further evidence of the present natural condition to Grantee and the ACOE consisting of: (1) a color aerial photograph of the Easement Area taken on ; (2) an overlay of the Easement Area boundaries on such aerial photograph; and (3) on -site color photographs 25 51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B showing all man-made improvements or structures (if any) and the major, distinct natural features of the Easement Area.
(o) Change of Conditions. If one or more of the purposes of this Conservation Easement may no longer be accomplished, such failure of purpose shall not be deemed sufficient cause to terminate the entire Conservation Easement as long as any other purpose of the Conservation Easement may be accomplished. In addition, the inability to carry on any or all of the permitted uses, or the unprofitability of doing so, shall not impair the validity of this Conservation Easement or be considered grounds for its termination or extinguishment. Grantor and Grantee agree that global warming and climate change -caused effects shall not be a basis for termination of this Conservation Easement.
(p) No Merger. The doctrine of merger shall not operate to extinguish this Conservation Easement if the Conservation Easement and fee title to the Property become vested in the same party. If, despite this intent, the doctrine of merger applies to extinguish this Conservation Easement, Grantor shall record a replacement conservation easement containing the same protections embodied in this Conservation Easement. The replacement conservation easement shall identify a grantee other than the fee title owner of the Property, subject to the approval of Grantee and ACOE. Grantor shall provide Grantee and ACOE with an opportunity to review the replacement conservation easement prior to its recordation. (q) Third -Party Beneficiary. Grantor and Grantee acknowledge that the ACOE is a third -party beneficiary of this Conservation Easement with the right of access to the Property and Easement Area, the right to enforce all of this Conservation Easement's provisions, and all other rights and remedies of the Grantee under this Conservation Easement. [Signature Page to Follow]
26 Conservation Easement 010
51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B IN WITNESS WHEREOF Grantor has executed this Conservation Easement the day and year first above written and have agreed to be bound by the terms and provisions hereof. "GRANTOR"
Beaumont Crossroads Logistics II Park Association,
a California non-profit mutual benefit corporation
By:

Bruce McDonald, President
Date:
and

CITY OF BEAUMONT
By:

Name:

Its:

Date:
27 Conservation Easement 010
51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Conservation Easement hereby is accepted by Rivers & Lands Conservancy.
"GRANTEE"

RIVERS & LANDS CONSERVANCY,
a California non-profit corporation
By:

Name:

Its:

Date:
28 Conservation Easement 010
51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF
On
before me,
(insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
Conservation Easement 010
29 51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF
On
before me,
(insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
Conservation Easement 010
30 51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF
On
before me,
(insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
Conservation Easement 010
31 51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Exhibit A
to the Conservation Easement Deed
Legal Description of Property
That portion of Land situated in the County of Riverside, State of California, being that portion of the east one half of the west one half of the northeast quarter of Section 7, Township 3 South, Range 1 West, San Bernardino Meridian, more particularly described as follows, lying with assessors Parcel No. 424-010-007, being a portion of the property, described as follows:

Commencing at the north quarter corner of said Section 7, said point being north 84° 59' 13" east, 2650.57 feet from the northwest corner of said Section 7 and south 84° 59' 13" west, 2650.57 feet from the northeast quarter of said Section 7; thence along the north line of said Section 7, north 84° 59' 13" east, 662.64 feet to the west line of said east one half of the west one half of the northeast quarter of Section 7, said point being south 84° 59' 13" west, 1987.93 feet from the northeast quarter corner of said Section 7; thence leaving said north Section 7 line and along said west line, south 00° 20' 23" east, 874.33 feet to the point of beginning.

Thence continuing along said west line of the east half of the west half of the northeast quarter of Section 7, south 00° 20' 23" east, 1797.87 feet to the southwest corner of said east half of the west half of the northeast quarter of Section 7, said point being north 85° 00' 41" east, 667.91 feet from the center of said Section 7; thence leaving said west line, and along the south line of said east half of the west half of the northeast quarter of Section 7, North 85° 00' 21" east 667.91 feet to the southeast corner of said east half of the west half of the northeast quarter of Section 7, said point being south 85° 00' 41" west, 1335.81 feet from the east quarter corner of said Section 7; thence leaving said south line and along the east line of east half of the west half of the northeast quarter of Section 7, north 00° 27' 10" west. 1494.61 feet to a non -tangent curve concave northeasterly, having a radius of 1206.00 feet, the radial to said point bears south 13° 45' 43" west; thence leaving said east line and northwesterly along said curve through a central angle of 07° 16' 56", an arc distance of 153.28 feet to a tangent line; thence leaving said curve and along said tangent line north 68° 57' 21" west, 555.08 to the point of beginning.

APN: 424-010-007
REAL PROPERTY situated in the City of Beaumont, County of Riverside, State of California, described as follows:

Parcel C as shown on that certain map entitled "Parcel Map No. 36426," recorded March 16, 2017, in Book 242 of Parcel Maps, at Page 24 through 29, inclusive, Official Records of Riverside County, California.

APNS: 424-010-015 and 424-010-018
51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Exhibit B
Legal Description of Easement Area
EXHIBIT "B"

CONSERVATION EASEMENT AREA
"COOPER'S CREEK"

LEGAL DESCRIPTION
SHEET 1 OF 8
THOSE PORTIONS OF PARCELS B" AND "C" OF PARCEL MAP NO. 36426, IN THE CITY OF BEAUMONT,, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 242, PAGES 24 THROUGH 29 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY

RECORDER OF SAID COUNTY, TOGETHER WITH A PORTION OF THE EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN AND SHOWN ON SAID PARCEL MAP NO. 36426, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THAT CERTAIN NORTHERLY LINE OF SAID PARCEL "C" SHOWN AS HAVING A BEARING AND DISTANCE OF "NORTH 88' 43' 25" WEST, 515.06 FEET" ON SAID PARCEL MAP NO. 36426, DISTANT THEREON NORTH 88' 43' 25" WEST, 429.47 FEET,

MEASURED ALONG SAID NORTHERLY LINE FROM THE EASTERLY TERMINUS THEREOF, THENCE SOUTH 38' 39' 35" EAST, 32.61 FEET;
THENCE NORTH 88' 42' 54" WEST, 38.36 FEET;
THENCE SOUTH 28' 17' 41" EAST, 30.90 FEET;
THENCE SOUTH 83' 44' 32" EAST, 7.68 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS 21.00 FEET,•
THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 57' 25' 55':

AN ARC LENGTH OF 21.05 FEET;
THENCE TANGENT TO SAID CURVE, SOUTH 26' 18' 37" EAST, 53.28 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS 10.50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 41' 31' 57':

AN ARC LENGTH OF 7.61 FEET,'
THENCE TANGENT TO SAID CURVE, SOUTH 67' 50' 34" EAST, 82.13 FEET,' THENCE SOUTH 70' 28' 56" EAST, 1.61 FEET;
THENCE SOUTH 60' 52' 45" EAST, 15.04 FEET;
THENCE SOUTH 68' 17' 48" EAST, 53.79 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS 10.50 FEET,•
THENCE EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 22' 22' 23; AN ARC LENGTH OF 4.10 FEET,'
THENCE TANGENT TO SAID CURVE, NORTH 89' 19' 48" EAST, 80.75 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS 16.50 FEET; Last Update: 03/19/20
6:\3686\MUT \Le%)atlon\3666—Coneervatlon-1.dr p
51157694.1/203513.0124

bZIO £IS£OZ/I b69LSIIS
LZ9 L JO Z96 abed
N 1/4 coR EX HIBIT "B-1
OF S EC. 7
_ — - CONSERVATION EASEMENT AREA
- SAN TIMOTEO CREEK I "'COOPER'S CREEK'
P .O .B . <\\ - BRIDGE NO. 56-00651
r -N 88'43'25' W 15.06'
385 .59' _ 429.47'

TOE OF SLOPE
PARCEL 2
PARCEL MAP N O. 36426
P .M.B . 242 / 24-2 9
SCALE: 1"= 250'
60' W IDE EASEMENT FOR _

PIPE LINES GRANTED TO
SO. PACIFIC PIPE LINES, INC.

REC. 06/16/1955 IN
BK. 1752, PG. 442, O.R.
(LOCATED BY FIELD SURVEY)
rfiI \
��
rASIN

PARC EL B
EXISTING 4th ST.
'p PER P.M. N0. 36426
r
-41h STREET --
Last Updata:03/19/20
0:\3080\ESIO NAI lgotlon \3080—Conwrva Jon-6.dwq

PREPARED BY
OThienes Engineering, Inc.
❑ CML £NGWEEA/NC - LAND SUR VEY/N O

R VEY/N O
14349 F7R ESTONE BO ULEV AR D
LPL
P# 74 1-4811 4 1-4123
NOTE

PARCEL C
SHEET 1 OF 9
pogo'
50' WIDE EASEMENT TO

METROPOLITAN WATER

DISTRICT, RECORDED
OCTOBER 11, 1930 IN
/\
\ I BK. 144. PG. 80, O.R.
\ \
\
\ I
\ �\

TOE OF SLOPE
SEE SHEETS 7, 8 & 9 FOR

LINE TABLES, CURVE TABLES,

EASEME NT NOTES, DETAIL A'
AND V/CINI7Y A4AP.

E. 1/2 OF THE W. 1/2
OF THE NE 1/4 SEC. 7
T .3S., R1W, SEIM.

AS S HOWN ON
P .M . NO . 38426
FM.B . 242 / 24-19
\
\
LEGEND:

I NDICAT ES "COO PERS C REE K"
CO NSERVATION EASEMENT AR EA .

CO NTAI NS. 477,069 SO. FT
10 .95 ACRES f
taay juauiasuj jo uopaidaa
i-a mig xj
89PLf/3363966-vi e-b9Zb-S49d-vi 6ZL04 :01 ad olanu3 u6lsnood

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Exhibit C
Preliminary Title Report
51157694.1/203513.0124

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B �► Commonwealth®

NATIONAL COMMERCIAL SERVICES
Commonwealth Land Title Company
601 S. Figueroa Street, Suite 4000
Los Angeles, CA 90017
Phone: (800) 432-0706
Commonwealth Land Title Insurance Company Our File No: 01909742 2390 E Camelback Rd #230 Title Officer: Eric Gile
Phoenix, AZ 85016 e-mail: [email protected]
Phone: (213) 330-3100
Attn: Michael Zotika Fax:

Your Reference No: 22001054
Property Address: Unincorporated Land - Beaumont, Beaumont, California AMENDED PRELIMINARY REPORT (V3)
Dated as of August 22, 2024 at 7:30 a.m., Amendment Date: August 29, 2024, Amendment No.: 3 In response to the application for a policy of title insurance referenced herein, Commonwealth Land Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitation on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One.

Copies of the policy forms should be read. They are available from the office which issued this report.

The policy(s) of title insurance to be issued hereunder will be policy(s) of Commonwealth Land Title Insurance Company.

Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3

SCHEDULE A
The form of policy of title insurance contemplated by this report is:

ALTA Extended Loan Policy of Title Insurance (6-17-06)
The estate or interest in the land hereinafter described or referred to covered by this report is:

A FEE
Title to said estate or interest at the date hereof is vested in:

LASSEN DEVELOPMENT PARTNERS, LLLP, a Delaware limited liability company, as to Parcel 1; and BEAUMONT CROSSROADS LOGISTICS PARK II ASSOCIATION, a California non-profit mutual benefit corporation, as to Parcels 2 and 3
The land referred to herein is situated in the County of Riverside, State of California, and is described as follows:

SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
EXHIBIT "A"

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL 1:

THAT PORTION OF LAND SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING

THAT PORTION OF THE EAST ONE HALF OF THE WEST ONE HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTH QUARTER CORNER OF SAID SECTION 7, SAID POINT BEING NORTH 84° 59' 13" EAST, 2650.57 FEET FROM THE NORTHWEST CORNER OF SAID SECTION 7 AND SOUTH 84° 59' 13" WEST, 2650.57 FEET FROM THE NORTHEAST QUARTER OF SAID SECTION 7;THENCE ALONG THE NORTH LINE OF SAID SECTION 7, NORTH 84° 59' 13" EAST, 662.64 FEET TO THE WEST LINE OF SAID EAST ONE HALF OF THE WEST ONE HALF OF THE NORTHEAST QUARTER OF SECTION 7, SAID POINT BEING SOUTH 84° 59' 13" WEST, 1987.93 FEET FROM THE NORTHEAST QUARTER CORNER OF SAID SECTION 7; THENCE LEAVING SAID NORTH SECTION 7 LINE AND ALONG SAID WEST LINE, SOUTH 00° 20' 23" EAST, 874.33 FEET TO THE POINT OF BEGINNING.

THENCE CONTINUING ALONG SAID WEST LINE OF THE EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, SOUTH 00° 20' 23" EAST, 1797.87 FEET TO THE SOUTHWEST CORNER OF SAID EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, SAID POINT BEING NORTH 85° 00' 41" EAST, 667.91 FEET FROM THE CENTER OF SAID SECTION 7; THENCE

LEAVING SAID WEST LINE, AND ALONG THE SOUTH LINE OF SAID EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, NORTH 85° 00' 21" EAST 667.91 FEET TO THE SOUTHEAST CORNER OF SAID EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, SAID POINT BEING SOUTH 85° 00' 41" WEST, 1335.81 FEET FROM THE EAST QUARTER CORNER OF SAID SECTION 7; THENCE LEAVING SAID SOUTH LINE AND ALONG THE EAST LINE OF EAST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, NORTH 00° 27' 10" WEST, 1494.61 FEET TO A NON -TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 1206.00 FEET, THE RADIAL TO SAID POINT BEARS SOUTH 13° 45' 43" WEST; THENCE LEAVING SAID EAST LINE AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07° 16' 56", AN ARC DISTANCE OF 153.28 FEET TO A TANGENT LINE; THENCE LEAVING SAID CURVE AND ALONG SAID TANGENT LINE NORTH 68° 57' 21" WEST, 555.08 TO THE POINT OF BEGINNING.

APN: 424-010-007
APN: 424-010-008
PARCEL 2:

PARCEL C OF PARCEL MAP NO. 36426, IN THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 242, PAGES 24 THROUGH 29, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM SEVENTY-FIVE PERCENT OF ALL OIL AND MINERAL RIGHTS, AS RESERVED IN DEED FROM DELBERT C. FOWLER ET AL RECORDED FEBRUARY 4, 1960, IN BOOK 2628, PAGE 168 AND RE-RECORDED FEBRUARY 10, 1960, IN BOOK 2631, PAGE 519, BOTH OF OFFICIAL RECORDS.

APN: 424-010-015
APN: 424-010-018
PARCEL 3:

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
LOT B OF NOTICE OF LOT LINE ADJUSTMENT NO. 2021-LLA-0026, RECORDED FEBRUARY 10, 2022 AS INSTRUMENT NO. 2022-0069270 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARCEL B OF PARCEL MAP NO. 36426, IN THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 242, PAGES 24 THROUGH 29, INCLUSIVE, OF PARCEL MAPS,

IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT PORTION OF PARCEL 2 OF SAID PARCEL MAP NO. 36426, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID PARCEL 2:

THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL 2, SOUTH 87°44'33" WEST 126.89 FEET;
THENCE NORTH 47°15'27" WEST 82.18 FEET TO A LINE PARALLEL WITH AND DISTANT WESTERLY 185.00 FEET MEASURED AT RIGHT ANGLES FROM THE EASTERLY LINE OF SAID PARCEL 2; THENCE NORTHERLY ALONG SAID PARALLEL LINE, NORTH 02°15'27" WEST 297.70 FEET; THENCE NORTH 57°44'33" EAST 103.33 FEET;
THENCE SOUTH 82°15'27" EAST 96.99 FEET TO A POINT IN SAID EASTERLY LINE, DISTANT THEREON NORTH 02°15'27" WEST 390.63 FEET MEASURED SAID EASTERLY LINE FROM THE SOUTHEAST CORNER OF SAID PARCEL 2;
THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH 02°15'27" EAST 390.63 FEET TO THE POINT OF BEGINNING.

APN: 424-010-014
APN: 424-010-017
APN: 424-010-012 (PORTION)

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
SCHEDULE B - Section A
The following exceptions will appear in policies when providing standard coverage as outlined below:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the Public Records.

6. Any lien or right to a lien for services, labor or material not shown by the Public Records.

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
SCHEDULE B - Section B
At the date hereof Exceptions to coverage in addition to the printed exceptions and exclusions in said policy form would be as follows:

A. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2024-2025.

B. Intentionally deleted
C. Intentionally deleted
D. There were no taxes levied for the fiscal year 2023-2024 as the property was vested in a public entity.

Tax Identification No.: 424-010-012 and 424-010-014
E. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy.

F. The herein described property lies within the boundaries of a Mello -Roos Community Facilities District (CFD) as follows:

CFD No:

For:

Disclosed by:

Recording Date:

Recording No.:
93-1
Improvement Area No. 1 of Community Facilities District 93-1 of the City of Beaumont
Notice of Special Tax Lien
December 6, 2006
as Instrument No. 2006-0895303 Official Records
This property, along with all other parcels in the CFD, is liable for an annual special tax. This special tax is included with and payable with the general property taxes of the City of Beaumont, County of Riverside.

The tax may not be prepaid.

Further information may be obtained by contacting:

City Manager
City of Beaumont
550 East Sixth Street
Beaumont, California 92223
(951) 769-8520

1. Water rights, claims or title to water, whether or not disclosed by the public records.

2. Easement(s) in favor of the public over any existing roads lying within said Land.

THE FOLLOWING MATTERS AFFECT PARCEL 1:

3. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:

Purpose:

Recording Date:

Recording No:

Carmel Hall, Trustee Under Trusts Dated 8/12/93 and 3/16/94 Underground waterline
September 7, 2006
as Instrument No. 2006-0661909 Official Records

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
Affects: said land more particularly described therein

4. Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Grant of License, Easement and Agreement
October 26, 2006
Portero Commercial, LLC, a California Limited Liability Company and CRV SC Beaumont Partners, L.P., a California Limited Partnership November 8, 2006
as Instrument No. 2006-0823925 Official Records
Reference is hereby made to said document for full particulars.

5. Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Access Easement
May 1, 2007
CRV-STATE OF CALIFORNIA Beaumont Partners, L.P., a California Limited Partnership, Patty Muniain, an individual, Lockheed Martin Corporation, a Maryland Corporation and the County of Riverside
May 3, 2007
as Instrument No. 2007-0299927 Official Records
Reference is hereby made to said document for full particulars.

Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Amendment To Access Easement
December 20, 2019
Lassen Development Partners LLLP, a Delaware limited liability partnership, Patty Munianin, the County of Riverside, a political subdivision of the State of California, and Lockheed Martin Corporation, a Maryland corporation January 13, 2020
as Instrument No. 2020-0015254 Official Records
Reference is hereby made to said document for full particulars.

6. An irrevocable offer to dedicate an easement over a portion of said Land for Purpose(s):

Recording Date:

Recording No:

Affects:

Public road and drainage purposes, including public utility and public services purposes together with incidental purposes
June 2, 2016
as Instrument No. 2016-0227312 Official Records
said land more particularly described therein

7. Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Grant Deed
July 20, 2021
Lassen Development Partners LLLP, a Delaware limited liability partnership August 13, 2021
as Instrument No. 2021-0486428, Official Records
Reference is hereby made to said document for full particulars.

THE FOLLOWING MATTERS AFFECT PARCELS 2 AND 3:

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3

8. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:

Purpose:

Recording Date:

Affects:

Metropolitan Water District
Specific purposes
October 11, 1930 in Book 144, Pace 80 of Official Records said land more particularly described therein

9. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:

Purpose:

Recording Date:

Affects:

Metropolitan Water District of Southern California
Pole lines and necessary fixtures
December 14, 1933 in Book 148, Pace 391, of Official Records said land more particularly described therein

10. Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Release Agreement
August 27, 1938
Hardy Maynard and Eva Maynard, his wife, and the Metropolitan Water District of Southern California
September 28, 1938 in Book 395, Pace 29, of Official Records Reference is hereby made to said document for full particulars.

11. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document:

In favor of:

Purpose:

Recording Date:

Recording No:

Southern Pacific Pipe Lines, Inc.
pipe lines
June 16, 1955
in Book 1752, Pace 442 of Official Records
The exact location and extent of said easement is not disclosed of record.

As affected by Quitclaim Deed recorded September 6, 1956 in Book 1967, Page 146 of Official Records, Southern Pacific Pipe Lines, Inc. attempted to release their interest in said property to all that portion which lies outside of the 60.00 foot strip of land; said 60.00 foot strip being shown by maps purportedly attached thereto. The record does not disclose said map.

12. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document:

In favor of:

Purpose:

Recording Date:

Recording No:

Southern Pacific Pipe Lines, Inc.
pipe lines
July 27, 1955
in Book 1771, Pace 508 of Official Records
The exact location and extent of said easement is not disclosed of record.

As affected by Quitclaim Deed recorded September 6, 1956 in Book 1967, Page 146 of Official Records, Southern Pacific Pipe Lines, Inc. attempted to release their interest in said property to all that portion which lies outside of the 60.00 foot strip of land; said 60.00 foot strip being shown by maps purportedly attached thereto. The record does not disclose said map.

13. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:

Purpose:

Recording Date:

California Water and Telephone Company
Utilities
September 20, 1957 in Book 2151, Pace 67, of Official Records

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
Affects: said land more particularly described therein

14. Abutter's rights of ingress and egress to or from the street, highway, or freeway abutting said Land have been partially relinquished by the document,
Recording Date:

Recording No:

Affects:

June 18, 1958
in Book 2287, Pace 470 of Official Records
a portion of the Land abutting State Highway 60, as shown on the Survey.

15. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by the document, Recording Date: September 5, 1958 in Book 2328 Pace 313, of Official Records Affects: Said land

16. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:

Purpose:

Recording Date:

Affects:

California Electric Power Company, a corporation
Utilities
December 12, 1958 in Book 2380 Page 119, of Official Records said land more particularly described therein

17. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:

Purpose:

Recording Date:

Recording No:

Affects:

Harry T. Nishi and France Nishi
ingress and egress
February 1, 1968
9626, of Official Records
the route or location of said easement cannot be determined from the record

18. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:

Purpose:

Recording Date:

Recording No:

Affects:

Southern California Edison Company, a corporation
Public utilities
July 22, 1969
74172, of Official Records
said land more particularly described therein

19. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:

Purpose:

Recording Date:

Recording No:

Affects:

Thomas E. Coalson, et ux
ingress and egress
March 25, 1986
67425, of Official Records
said land more particularly described therein

20. The effect of Resolution, approving the establishment of The San Gorgonio Pass Memorial Hospital District, by document recorded May 23, 1995 as Instrument No. 165576 Official Records of Riverside County, California.

Reference is hereby made to said document for full particulars.

21. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document:

In favor of:

Purpose:

Recording Date:

William Communications, Inc. dba Vyvx, Inc., a Delaware Corporation communications
July 6, 2000

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
Recording No:

Affects:
as Instrument No. 2000-261584 of Official Records
A portion of said land as described therein
Matters contained in that certain document
Entitled:

Recording Date:

Recording No:

Final Order of Condemnation
April 13, 2001
as Instrument No. 2001-156404 of Official Records
Reference is hereby made to said document for full particulars.

22. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:

Purpose:

Recording Date:

Recording No:

Affects:

Williams Communication, LLC
underground communication systems
May 21, 2002
2002-269038, of Official Records
said land more particularly described therein

23. Matters contained in that certain document
Entitled:

Recording Date:

Recording No:

Easement Agreement
January 22, 2013
as Instrument No. 2013-0031291 of Official Records
Reference is hereby made to said document for full particulars.

24. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said Parcel Map 36426, in Book 242, Paces 24 through 29, inclusive of Parcel Maps
Purpose:

Affects:

Purpose:

Affects:

Open space
Parcel C
Detention basin
Parcel B

25. Matters contained in that certain document
Entitled:

Recording Date:

Recording No:

Encroachment Easement
April 14, 2017
2017-0152425 of Official Records
Reference is hereby made to said document for full particulars.

26. Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Statutory Development Agreement by and Between City of Beaumont and Lassen Development Partners, LLLP
November 27, 2019
City of Beaumont and Lassen Development Partners, LLLP, a Delaware limited liability partnership
December 17, 2019
2019-0521786 Official Records
Reference is hereby made to said document for full particulars.

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Assignment and Assumption of Statutory Development Agreement February 7, 2020
Lassen Development Partners, LLLP, a Delaware limited liability partnership February 10, 2020
2020-0063372 Official Records
Reference is hereby made to said document for full particulars.

27. Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Assignment and Assumption of Improvement and Credit/Reimbursement Agreement Transportation Uniform Mitigation Fee Agreement February 4, 2020
Lassen Development Partners, LLLP, a Delaware limited liability limited partnership; MPLD II Inland Empire, LLC, a Delaware limited liability company; City of Beaumont
February 10, 2020
2020-0063373 Official Records
Reference is hereby made to said document for full particulars.

28. Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Assignment and Assumption of City of Beaumont Hidden Canyon Amended and Restated Facilities and Fee Credit Agreement
February 4, 2020
Lassen Development Partners, LLLP, a Delaware limited liability limited partnership; MPLD II Inland Empire, LLC, a Delaware limited liability company; City of Beaumont
February 10, 2020
2020-0063374 Official Records
Reference is hereby made to said document for full particulars.

29. Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Declaration of Use Restrictions (Retained Parcels, Riverside County) February 7, 2020
Lassen Development Partners, LLLP, a Delaware limited liability limited partnership; MPLD II Inland Empire, LLC, a Delaware limited liability company; City of Beaumont
February 10, 2020
2020-0063375 Official Records
Reference is hereby made to said document for full particulars.

30. Matters contained in that certain document
Entitled:

Recording Date:

Recording No:

Amended and Restated Development Agreement By and Between City Beaumont and MPLD II Inland Empire, LLC
October 21, 2020
2020-0507277 of Official Records
Reference is hereby made to said document for full particulars.

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Assignment of Amended and restated development agreement (partial) November 15, 2022
MPLD II Inland Empire, LLC, A Delaware limited liability company and MPLD II Inland Empire KRB, LLC, A Delaware limited liability company December 19, 2022
2022-0507147 of Official Records
Reference is hereby made to said document for full particulars.

Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Assignment of Amended and restated development agreement (partial) November 15, 2022
MPLD II Inland Empire, LLC, A Delaware limited liability company and MPLD II Inland Empire KRB, LLC, A Delaware limited liability company December 19, 2022
2022-0507150 of Official Records
Reference is hereby made to said document for full particulars.

31. Declaration of covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, veteran or military status, genetic information, medical condition, citizenship, primary language, and immigration status, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the below document, which, among other things, may contain or provide for easements; assessments, liens and the subordination thereof; said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or deed of trust made in good faith and for value:

Recording Date: October 28, 2020
Recording No: 2020-0524170 of Official Records
Modification(s) of said covenants, conditions and restrictions Recording Date: August 26, 2021
Recording No: 2021-511851 of Official Records.

32. Matters contained in that certain document
Entitled:

Recording Date:

Recording No:

Certificate of Acceptance
December 28, 2020
2020-0661750 of Official Records
Reference is hereby made to said document for full particulars.

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3

33. Easement(s) for the purpose(s) shown below and rights incidental thereto as reserved in a document; Reserved by:

Purpose:

Recording Date:

Recording No:

Affects:

MPLD II Inland Empire, LLC, a Delaware limited liability company Rights of use, enjoyment, access, ingress, egress, encroachment, maintenance, repair, drainage, support, and other purposes
December 29, 2020
2020-0664583 of Official Records
A portion of said land as described therein

34. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:

Purpose:

Recording Date:

Recording No:

Affects:

Southern California Edison Company, a corporation
Public utility
April 26, 2021
2021-0257671 of Official Records
A portion of said land as described therein

35. Matters contained in that certain document
Entitled:

Dated:

Executed by:

Recording Date:

Recording No:

Grant Deed (Restrictive Covenant)
July 27, 2021
Beaumont Crossroads Logistics Park II Association, a California nonprofit mutual benefit corporation
August 13, 2021
as Instrument No. 2021-0486429, Official Records
Reference is hereby made to said document for full particulars.

36. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted Granted to:

Purpose:

Recording Date:

Recording No:

Affects:

Southern California Edison Company, a corporation
Public utility
December 23, 2021
2021-0753514 of Official Records
A portion of said land as described therein

37. Matters contained in that certain document
Entitled:

Executed by:

Recording Date:

Recording No:
in a document:

Storm Water Management WQMP/BMP Facilities Covenant and Agreement NO.

Beaumont Crossroads Logistics Park II Association, a California nonprofit mutual benefit corporation and MPLD II Inland Empire KRB. LLC, a Delaware limited liability company and MPLD II Inland Empire LLC, a Delaware limited liability company
March 4, 2022
2022-0108221, of Official Records
Reference is hereby made to said document for full particulars.

THE FOLLOWING MATTERS AFFECT ALL PARCELS:

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3

38. A deed of trust to secure an indebtedness in the amount shown below, Amount: $11,000,000.00
Dated: June 30, 2017
Trustor/Grantor Lassen Development Partners, LLLP, a Delaware limited liability partnership Trustee: First American Title Insurance Company, a Nebraska corporation Beneficiary: Bear Creek Products 2017-1 (Beaumont), LLLP, A Delaware limited liability limited partnership
Recording Date: July 10, 2017
Recording No: as Instrument No. 2017-0279102, Official Records Affects: The herein described Land and other land.

The effect of a full reconveyance recorded February 10, 2020 as Instrument No. 2020-0063376, Official Records, which purports to reconvey the above -mentioned Deed of Trust.

No statement is made hereto as to the effect or validity of said reconveyance.

The requirement that this Company be furnished with confirmation from the lender that the Deed of Trust has been released prior to issuance of a policy of title insurance.

39. A deed of trust to secure an indebtedness in the amount shown below, Amount: $5,604,392.00
Dated: June 30, 2017
Trustor/Grantor Lassen Development Partners, LLLP, a Delaware limited liability limited partnership
Trustee: First American Title Insurance Company
Beneficiary: Timoteo Land Investors, LLC, a Delaware limited liability company Recording Date: July 20, 2017
Recording No: as Instrument No. 2017-0279105, Official Records Affects: The herein described Land and other land.

An agreement recorded July 10, 2017 as Instrument No. 2017-0279104, Official Records which states that this instrument was subordinated to the document or interest described in the deed of trust Recording Date: July 20, 2017
Recording No.: as Instrument No. 2017-0279102, Official Records The effect of a full reconveyance recorded February 10, 2020 as Instrument No. 2020-0063377, Official Records, which purports to reconvey the above -mentioned Deed of Trust.

No statement is made hereto as to the effect or validity of said reconveyance.

The requirement that this Company be furnished with confirmation from the lender that the Deed of Trust has been released prior to issuance of a policy of title insurance.

40. INTENTIONALLY DELETED.

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3

41. Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records.

The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage.

The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents.

42. Any easements not disclosed by the public records as to matters affecting title to real property, whether or not said easements are visible and apparent.

43. Matters which may be disclosed by an inspection and/or by a correct ALTA/NSPS Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof.

44. A certificate of compliance
Executed by: City of Beaumont
Compliance No.: 2021-LLA-0026
Recording Date: February 10, 2022
Recording No.: 2022-0070071 of Official Records
Affects: Parcel 3

45. Any claims for mechanic's liens on said Land that may be recorded by reason of a recent work of improvement that is disclosed by a Notice of Completion
Recording Date:

Recording No:

September 13, 2022
2022-0392690 of Official Records

46. Any interest in said Land, of the party named below, as disclosed by a Notice of Non -Responsibility Dated:

Executed by:

Party(s) Named:

Purported Interest:

Recording Date:

Recording No:

January 12, 2023
MPLD II Inland Empire KRB, LLC, McDonald property Group and Karen Hickey, Coo Karen Hickey
Amazon Services LLC, a Delaware limited liability company February 1, 2023
2023-0030682 of Official Records

END OF SCHEDULE B EXCEPTIONS
PLEASE REFER TO THE "NOTES AND REQUIREMENTS SECTION" WHICH FOLLOWS FOR

INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
REQUIREMENTS SECTION:

1. The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance from the limited partnership named below:

Name: Lassen Development Partners, LLLP, a Delaware limited liability partnership a) A complete copy of the limited partnership agreement and all amendments thereto. b) Satisfactory evidence that the partnership was validly formed and is in good standing.

The Company reserves the right to add additional items or make further requirements after review of the requested documentation.

2. This Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance by the corporation named below.

Name of corporation: Beaumont Crossroads Logistics Park II Association, a California non-profit mutual benefit corporation
a) A copy of the corporation By-laws and Articles of Incorporation. b) An original or certified copy of the resolution authorizing the subject transaction, together with a Certificate of Compliance pursuant to Section 5912 or 7912 Corporations Code. c) If the Articles and/or By-laws require approval by a "parent" organization, a copy of those By-laws and Articles of Incorporation is required.

The Company reserves the right to add additional items or make further requirements after review of the requested documentation.

3. Prior to the close of escrow, the Company requires a Statement of Information to be completed by the following party(s),
Party(s): All Parties
The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information.

4. Furnish for review a full and complete copy of any unrecorded agreement, contract, license and/or lease together with all supplements, assignments and amendments thereto, prior to the close of this transaction.

The Company reserves the right to add additional items or make further requirements after review of the requested documentation.

5. Unrecorded matters which may be disclosed by an Owner's Affidavit or Declaration. A form of the Owner's Affidavit/Declaration is attached to this Preliminary Report/Commitment. This Affidavit/Declaration is to be completed by the record owner of the land and submitted for review prior to the closing of this transaction. Your prompt attention to this requirement will help avoid delays in the closing of this transaction. Thank you.

The Company reserves the right to add additional items or make further requirements after review of the requested Affidavit/Declaration.

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3

INFORMATIONAL NOTES SECTION

1. The information on the attached plat is provided for your convenience as a guide to the general location of the subject property. The accuracy of this plat is not guaranteed, nor is it a part of any policy, report or guarantee to which it may be attached.

2. For wiring Instructions please contact your Title Officer or Title Company Escrow officer.

3. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities.

4. Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to the document, the form will not be required. DTT Affidavits may be available at a Tax Assessor -County Clerk -Recorder.

5. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage.

6. The following Exclusion(s) are added to preliminary reports, commitments and will be included as an endorsement in the following policies:

A. 2006 ALTA Owner's Policy (06-17-06).

6. Defects, liens, encumbrances, adverse claims, notices, or other matters not appearing in the Public Records but that would be disclosed by an examination of any records maintained by or on behalf of a Tribe or on behalf of its members.

B. 2006 ALTA Loan Policy (06-17-06).

8. Defects, liens, encumbrances, adverse claims, notices, or other matters not appearing in the Public Records but that would be disclosed by an examination of any records maintained by or on behalf of a Tribe or on behalf of its members.

9. Any claim of invalidity, unenforceability, or lack of priority of the lien of the Insured Mortgage based on the application of a Tribe's law resulting from the failure of the Insured Mortgage to specify State law as the governing law with respect to the lien of the Insured Mortgage.

C. ALTA Homeowner's Policy of Title Insurance (12-02-13) and CLTA Homeowner's Policy of Title Insurance (12-02-13).

10. Defects, liens, encumbrances, adverse claims, notices, or other matters not appearing in the Public Records but that would be disclosed by an examination of any records maintained by or on behalf of a Tribe or on behalf of its members.

D. ALTA Expanded Coverage Residential Loan Policy - Assessments Priority (04-02-15).

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3

12. Defects, liens, encumbrances, adverse claims, notices, or other matters not appearing in the Public Records but that would be disclosed by an examination of any records maintained by or on behalf of a Tribe or on behalf of its members.

13. Any claim of invalidity, unenforceability, or lack of priority of the lien of the Insured Mortgage based on the application of a Tribe's law resulting from the failure of the Insured Mortgage to specify State law as the governing law with respect to the lien of the Insured Mortgage.

E. CLTA Standard Coverage Policy 1990 (11-09-18).

7. Defects, liens, encumbrances, adverse claims, notices, or other matters not appearing in the public records but that would be disclosed by an examination of any records maintained by or on behalf of a tribe or on behalf of its members.

8. Any claim of invalidity, unenforceability, or lack of priority of the lien of the insured mortgage based on the application of a tribe's law resulting from the failure of the insured mortgage to specify state law as the governing law with respect to the lien of the insured mortgage

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3

7. Note: None of the items shown in this report will cause the Company to decline to attach ALTA Endorsement Form 9 to an Extended Coverage Loan Policy, when issued.

8. Note: The only conveyance(s) affecting said Land, which recorded within 24 months of the date of this report, are as follows:

Intentionally deleted

9. Intentionally deleted
Intentionally deleted
Intentionally deleted
Intentionally deleted
Intentionally deleted
Intentionally deleted
Intentionally deleted

10. Intentionally deleted

11. I ntentionally deleted

12. Intentionally deleted

13. Intentionally deleted

14. Intentionally deleted

15. Intentionally deleted

16. Intentionally deleted

17. Note: Property taxes, including any personal property taxes and any assessments collected with taxes, are paid. For proration purposes the amounts were:

Tax Identification No.: 424-010-007
Fiscal Year: 2023-2024
1st Installment: $3,929.75
2nd Installment: $3,929.75
Exemption: $0.00
Code Area: 056-004
Affects: A portion of Parcel 1

18. Note: Property taxes, including any personal property taxes and any assessments collected with taxes, are paid. For proration purposes the amounts were:

Tax Identification No.: 424-010-008
Fiscal Year: 2023-2024
1st Installment: $10,675.82
2nd Installment: $10,675.82
Exemption: $0.00

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Order No: 01909742-919-EG1-EGL-3
Code Area:

Affects:

19. Note: Property taxes,
proration purposes the
Tax Identification No.:

Fiscal Year:
1st Installment:
2nd Installment:

Exemption:

Code Area:

Affects:

20. Note: Property taxes,
proration purposes the
Tax Identification No.:

Fiscal Year:
1st Installment:
2nd Installment:

Exemption:

Code Area:

Affects:

21. Note: Property taxes,
proration purposes the
Tax Identification No.:

Fiscal Year:
1st Installment:
2nd Installment:

Exemption:

Code Area:

Affects:

Typist: en
Date Typed: May 23, 2022
056-004
A portion of Parcel 1
including any personal property taxes and any assessments collected with taxes, are paid. For amounts were:
424-010-015
2023-2024
$272.04
$272.04
$0.00
002-008
A portion of Parcel 2
including any personal property taxes and any assessments collected with taxes, are paid. For amounts were:
424-010-017
2023-2024
$151.15
$151.15
$0.00
002-051
A portion of Parcel 2
including any personal property taxes and any assessments collected with taxes, are paid. For amounts were:
424-010-018
2023-2024
$479.29
$479.29
$0.00
002-051
A portion of Parcel 2

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Ail/IRE SAFE
Inquire before you wire!
Wire Fraud Alert
This Notice is not intended to provide legal or professional advice. If you have any questions, please consult with a lawyer.

All parties to a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email, without further verification. If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sending funds.

In addition, the following non-exclusive self-protection strategies are recommended to minimize exposure to possible wire fraud.
• NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction.
• ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster. • USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts.
• USE MULTI -FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature.

For more information on wire -fraud scams or to report an incident, please refer to the following links:

Federal Bureau of Investigation: Internet Crime Complaint Center:
http://www.fbi.gov http://www.ic3.gov
Wire Fraud Alert
Original Effective Date: 5/11/2017
Current Version Date: 5/11/2017

WIRE0016 (DSI Rev. 12/07/17)
TM and © Fidelity NationaRtgeig8aft.€4462Vaffiliate. All rights reserved

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B �► Commonwealth®

NATIONAL COMMERCIAL SERVICES
Notice of Available Discounts
Commonwealth Land Title Company
601 S. Figueroa Street, Suite 4000
Los Angeles, CA 90017
Phone: (800) 432-0706
Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the filed rate. As such, your transaction may not qualify for the below discounts.

You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for such discount. These discounts only apply to transactions involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one -to -four family residential dwelling.

Not all discounts are offered by every FNF Company. The discount will only be applicable to the FNF Company as indicated by the named discount.

FNF Underwritten Title Company
CTC — Chicago Title company
CLTC — Commonwealth Land Title Company
FNTC — Fidelity National Title Company of California
FNTCCA - Fidelity National Title Company of California
TICOR — Ticor Title Company of California
LTC — Lawyer's Title Company
SLTC - ServiceLink Title Company
Underwritten by FNF Underwriters
CTIC — Chicago Title Insurance Company
CLTIC - Commonwealth Land Title Insurance Company
FNTIC — Fidelity National Title Insurance Company
FNTIC - Fidelity National Title Insurance Company
CTIC — Chicago Title Insurance Company
CLTIC — Commonwealth Land Title Insurance Company
CTIC — Chicago Title Insurance Company
Available Discounts

DISASTER LOANS (CTIC, CLTIC, FNTIC)
The charge for a Lender's Pdicy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, within twenty-four (24) months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, will be fifty percent (50')/0) of the appropriate title insurance rate.

CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC, FNTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be fifty percent (50%) to seventy percent (70%) of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be forty (40%) to fifty percent (50%) of the appropriate title insurance rate, depending on the type of coverage selected.

Notice of Available Discounts (Rev. 01-15-20) Last Saved: August 30, 2024 by D1G MISC0164 (DSI Rev. 03/12/20) Escrow No.: 01909742-919-EG1-EGL

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B FIDELITY NATIONAL FINANCIAL, INC.

PRIVACY NOTICE
Effective August 1, 2021
Fidelity National Financial, Inc. and its majority -owned subsidiary companies (collectively, "FNF," "our," or "we") respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information.

A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice will be available on the subsidiary's website and this Privacy Notice does not apply.

Collection of Personal Information
FNF may collect the following categories of Personal Information:
• contact information (e.g., name, address, phone number, email address); • demographic information (e.g., date of birth, gender, marital status); • identity information (e.g. Social Security Number, driver's license, passport, or other government ID number); • financial account information (e.g. loan or bank account information); and • other personal information necessary to provide products or services to you.

We may collect Personal Information about you from:
• information we receive from you or your agent;
• information about your transactions with FNF, our affiliates, or others; and • information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others.

Collection of Browsing Information
FNF automatically collects the following types of Browsing Information when you access an FNF website, online service, or application (each an "FNF Website") from your Internet browser, computer, and/or device:
• Internet Protocol (IP) address and operating system;
• browser version, language, and type;
• domain name system requests; and
• browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website.

Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites.

Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account.

Other Online Specifics
Cookies. When you visit an FNF Website, a "cookie" may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer's hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website.

Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites.

Do Not Track. Currently our FNF Websites do not respond to "Do Not Track" features enabled through your browser.

Links to Other Sites. FNF Websites may contain links to unaffiliated third -party websites. FNF is not responsible for the privacy practices or content of those websites. We recommend that you read the privacy policy of every website you visit.

Use of Personal Information
FNF uses Personal Information for three main purposes:
• To provide products and services to you or in connection with a transaction involving you. • To improve our products and services.
• To communicate with you about our, our affiliates', and others' products and services, jointly or independently.

When Information Is Disclosed
We may disclose your Personal Information and Browsing Information in the following circumstances:
• to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; • to nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions;
FNF Privacy Statement (Eff. August 1, 2021)
MISC0219 (DSI Rev. 07/29/21)
Pa @ f Caavr ht © 2021. Fidelity National Financial, Inc. All Rights Reserved g Q162 Order No. 01909742-919-EG1-EGL

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B • to nonaffiliated third party service providers with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or services to you;
• to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order; or • in the good -faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safety of FNF, its customers, or the public.

The law does not require your prior authorization and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties, except as required or permitted by law. We may share your Personal Information with affiliates (other companies owned by FNF) to directly market to you. Please see "Choices with Your Information" to learn how to restrict that sharing.

We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedings.

Security of Your Information
We maintain physical, electronic, and procedural safeguards to protect your Personal Information.

Choices With Your Information
If you do not want FNF to share your information among our affiliates to directly market to you, you may send an "opt out" request as directed at the end of this Privacy Notice. We do not share your Personal Information with nonaffiliates for their use to direct market to you without your consent.

Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you.

For California Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties, except as permitted by California law. For additional information about your California privacy rights, please visit the "California Privacy" link on our website ( https://fnf.com/paces/california 3rivacy.aspx) or call (888) 413-1748.

For Nevada Residents: You may be placed on our internal Do Not Call List by calling (888) 714-2710 or by contacting us via the information set forth at the end of this Privacy Notice. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132; email: [email protected].

For Orecon Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes.

For Vermont Residents: We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures.

Information From Children
The FNF Websites are not intended or designed to attract persons under the age of eighteen (18).We do not collect Personal Information from any person that we know to be under the age of thirteen (13) without permission from a parent or guardian.

International Users
FNF's headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that information outside of your country of residence. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy Notice.

FNF Website Services for Mortgage Loans
Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect customer information on behalf of mortgage loan servicers (the "Service Websites"). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender's privacy notice. The sections of this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and Correcting Information do not apply to the Service Websites. The mortgage loan servicer or lender's privacy notice governs use, disclosure, and access to your Personal Information. FNF does not share Personal Information collected through the Service Websites, except as required or authorized by contract with the mortgage loan servicer or lender, or as required by law or in the good -faith belief that such disclosure is necessary: to comply with a legal process or applicable law, to enforce this Privacy Notice, or to protect the rights, property, or safety of FNF or the public.

FNF Privacy Statement (Eff. August 1, 2021)
MISC0219 (DSI Rev. 07/29/21)
Pa @ f Caavr ht © 2021. Fidelity National Financial, Inc. All Rights Reserved g �e Order No. 01909742-919-EG1-EGL

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B Your Consent To This Privacy Notice; Notice Changes
By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notice's effective date will show the last date changes were made. If you provide information to us following any change of the Privacy Notice, that signifies your assent to and acceptance of the changes to the Privacy Notice.

Accessing and Correcting Information; Contact Us
If you have questions, would like to correct your Personal Information, or want to opt -out of information sharing for affiliate marketing, visit FNF's Opt Out Page or contact us by phone at (888) 714-2710 or by mail to:

Fidelity National Financial, Inc.
601 Riverside Avenue,
Jacksonville, Florida 32204
Attn: Chief Privacy Officer
FNF Privacy Statement (Eff. August 1, 2021)
MISC0219 (DSI Rev. 07/29/21)
Pa @ f Caavr ht © 2021. Fidelity National Financial, Inc. All Rights Reserved g4 Order No. 01909742-919-EG1-EGL

Docusign Envelope ID: D0729B44-A6D5-4254-B11A-196E9EFA748B ATTACHMENT ONE (Revised 05-06-16)

CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY - 1990

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:

1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.

3. Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy.

4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated.

5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.

6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.

EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:

1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records.

Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records.

2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof.

3. Easements, liens or encumbrances, or claims thereof, not shown by the public records.

4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.

6. Any lien or right to a lien for services, labor or material not shown by the public records.

CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13)

ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE

EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:

1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning:
a. building;
b. zoning;
c. land use;
d. improvements on the Land;
e. land division; and
f. environmental protection.

This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27.

2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15.

3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17.

4. Risks:
a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; Attachment One — CA (Rev. 05-06-16) Page 1
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