by Owner, to pay to Owner, until Owner is fully reimbursed for the costs of the Additional Capacity, any monies it receives from developers or other sources for the Additional Capacity, including but not limited to grant funding. Similarly, if the Benefiting Party fails to reimburse Owner for the Additional Capacity, Owner shall have no recourse against the City for the actions of such Benefiting Party; however, Owner shall retain all rights against the Benefiting Parties and benefited property, if any. In no case shall the City be obligated to reimburse Owner from general funds of the City (other than third party funds received for the purpose of reimbursement to Owner) or file any litigation to enforce or collect monies from developers. Whenever in this Agreement or in future reimbursement agreements the City is making reimbursements to Owner, the reimbursements shall be made on a quarterly basis. The City shall not reimburse Owner for costs of interim temporary improvements (improvements with a service life of less than 5 years) as reasonably determined by the City.
2.7.3 Application of Fee Credits and Reimbursement Rights. Owner's rights of reimbursement for Offsite Traffic Improvements and Additional Capacity shall vest for each improvement upon construction and payment, as specified in Section 2.7.1 and 2.7.2, as applicable. Owner's reimbursement amounts shall include all actual "hard" costs. If total costs do not exceed the Maximum Reimbursement Amount "soft" direct and indirect costs of design, permitting, processing, construction and land acquisitions and/or right of way acquisition costs arising from or related only to obligations incurred in transactions with third parties and Owner's performance under this Agreement as to the Offsite Traffic Improvements or Additional Capacity, as applicable shall be recoverable from such remaining balance of the Maximum Reimbursement Amount.
2.8 Rules, Regulations and Official Policies; Future Rules.
2.8.1 Applicable Rules. During the Term, the rules, regulations, ordinances and official policies governing the permitted uses of land, the density and intensity of use, conceptual architecture, and improvement of the Property including but not limited to the maximum height and size of proposed Buildings and other structures and improvements on the Property, shall be those rules, regulations and official policies in force on the effective date of the ordinance enacted by the City Council approving this Agreement. Except as otherwise provided in this Agreement, (a) the permitted uses of the Property shall include construction of commercial buildings and appurtenant structures, installation of all improvements and infrastructure reasonably incident thereto, and all other uses permitted under the Project Approvals. The density and intensity of use of the Property and the maximum height and size of proposed Buildings shall be as set forth in the Applicable Rules. Except as expressly provided otherwise in this Agreement, to the extent any future changes in the General Plan, zoning codes or any future rules, ordinances, regulations or policies adopted by the City purport to be applicable to the Property but are not consistent with the terms and conditions of this Agreement, the terms of this Agreement and the Applicable Rules in effect prior to such changes shall prevail.
2.8.2 Reservation of Rights. Unless permitted pursuant to clauses (a) through (e) of this Section 2.8.2, any future changes in the General Plan, zoning codes or future rules, ordinances, regulations or policies including any moratorium, whether adopted by initiative or referendum or otherwise, shall be deemed to be inconsistent with the vested rights conferred by this Agreement and shall therefore not be applicable to the development of the Property or the 84683.001 - 434579.2
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Project and shall not interfere with or prevent the development of the Property; provided that the following are deemed not to be inconsistent with the Applicable Rules:
(a) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure, excluding only any such procedural provisions specifically set forth in this Agreement, which shall continue to be controlling.
(b) The application to the Property of state or federal laws, and changes in City laws, regulations, plans or policies which are specifically mandated and required by changes in state or federal laws or regulations. To the extent that any actions of federal or state agencies (or actions of regional and local agencies, including the City, required by federal or state agencies) have the effect of preventing, delaying or modifying development of the Property, the City shall not in any manner be liable for any such prevention, delay or modification of said development. Owner is required, at its cost and without cost to or obligation on the part of the City, to participate in such mandatory regional or local programs and to be subject to such development restrictions as may be mandated by reason of such actions of federal or state agencies (or such actions of regional and local agencies, including the City, required by federal or state agencies). In the event either Party believes that state or federal laws or regulations enacted after this Agreement is entered into are inconsistent with or prevent or preclude compliance with one or more provisions of this Agreement and/or require changes in Project Approvals, such Party shall provide the other Party with a copy of such law or regulation and written notice concerning the conflict with this Agreement or the required change in Project Approvals. The Parties shall, within thirty (30) days of the first such notice, meet and confer in good faith in a reasonable attempt to modify this Agreement and/or the Project Approvals to comply with such law or regulation in the manner that is least disruptive to the vested rights and Applicable Rules in effect prior to such new law and that preserves the purpose and intent of this Agreement to the maximum feasible extent. Thereafter, if the Parties are unable to reach agreement on the effect of such Federal or State law or regulation, the matter shall be scheduled for hearing before the City Council by the City Clerk, at its next most convenient meeting. At least ten (10) days' written notice of the time and place of such hearing shall be given by the City Clerk to the representative of Owner and the City Manager. The City Council, at such hearing, or at a continuation of such hearing, shall determine the exact modification which is necessitated by such Federal or State law or regulation. Owner, and any other interested person, shall have the right to offer oral and written testimony at the hearing.
Approval of any change or modification shall be by the affirmative vote of not less than a majority of the total voting membership of the City Council. The determination of the City Council shall be final and conclusive, except for judicial review thereof. (c) Regulations that may be inconsistent with the Applicable Rules but that, after duly noticed public hearing before the City Council, are determined necessary to protect the public from conditions that would be dangerous to their health and safety, which condition cannot be mitigated in a reasonable manner with respect to the development of the Property and the Project except through the imposition of such future regulation and which future regulations are applied consistently and evenly throughout the City. In determining whether any such regulations are necessary to protect the public health and safety as set forth above, the City Council shall make findings, based on substantial evidence presented to and accepted by the City Council, that the changes are necessary to protect the public health or safety and that the other conditions 84683.001 - 434579.2
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described above apply. To the extent possible, any such regulations shall be applied and construed to minimally impact Owner's rights provided under this Agreement. No such subsequently adopted changes in the General Plan, zoning codes or rules, ordinances, regulations or policies of the City shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Existing Project Approvals, as the same may be amended in accordance with the requirements of this Agreement. (d) Regulations that are not inconsistent with the Applicable Rules and do not adversely affect the ability to complete the Project in accordance with the Project Approvals or significantly increase the cost of completing or operating the Project. (e) Regulations that are inconsistent with the Applicable Rules to the extent, but only to the extent, each Owner to which such regulations would be applicable has given written consent to the application of such regulations to development of the Property, such consent to be granted or denied in such Owner's sole discretion.
If application of a subsequently enacted law, rule, regulation or policy under Section 2.8.2(b) through (e) above results in a reduction in the scope of the Project (as by reducing the permitted square footage, use or density of development), then the exactions required hereunder shall be equitably reduced.
2.8.3 The Project shall be constructed in accordance with the applicable standards, requirements and prohibitions of the Uniform Building, Mechanical, Plumbing, Electrical, Fire Codes and other codes, City standard construction specifications and details and Title 24 of the California Code of Regulations (California Building Standards Code) in effect throughout the City at the time of approval of the appropriate building, grading, encroachment or other construction permits for the Project. The City adopts by reference guidelines, policies and standards applicable to roads, utility lines, public improvements and fire safety imposed by other agencies including Riverside County and the Orange County Sanitation District ("Incorporated Regulations") which are applicable to properties on a citywide basis. The Project shall be constructed in accordance with the Incorporated Regulations in effect at the time of approval of the appropriate building, grading, encroachment or other construction permits for the Project. If no permits are required for the infrastructure improvements required by the Project Approvals, such improvements shall be constructed in accordance with the provisions of the codes delineated herein in effect at the start of construction of such infrastructure. Ordinances, resolutions, rules, regulations and official policies governing the design, improvement and construction standards and specifications applicable to public improvements to be constructed by Owner shall be those in force and effect at the time the applicable permit for the construction of such improvements is issued. If no permit is required for the public improvements, the date of the permit shall be deemed the date construction for the public improvements is commenced.
2.9 Fees, Exactions, Conditions and Dedications.
2.9.1 Development Fees. Impact fees, connection fees and capacity fees levied by the City shall be those in effect at the time of the issuance of a building permit and due and payable by Owner prior to the issuance of the building permit for the building in question. For the sake of clarity, as a condition to building permit issuance for each building, Owner shall pay 84683.001 - 434579.2
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the development impact fees listed on Exhibit "C" for such building in the amount in effect at the time the building permit for such building is issued, as well as any new or increased development impact fees authorized by this Agreement and adopted in accordance with applicable law. The City retains discretion to prospectively revise such fees as the City deems appropriate, in accordance with applicable law, and to adopt new development impact fees in accordance with applicable law.
The City may apply subsequently adopted development impact fees to the Project if the same are applied uniformly to development either throughout the City or with a defined area of benefit that includes the Property so long as the subsequently adopted exaction is not applied on an ad hoc basis solely applicable to or targeted at the Project and the subsequently adopted fee does not physically prevent development of the Property for the uses and to the density and intensity of development set forth in this Agreement. The development impact fees listed on Exhibit "C", as the same may be modified pursuant to this Agreement, are referred to herein as "Development Fees". For the sake of clarity, Owner shall pay the Development Fees at the time of and in the amount as determined by the City at the time the building permit is issued for such building and such payments shall be paid as a condition of building permit issuance or at such other time as required by the generally applicable provisions of the Beaumont Municipal Code. Nothing in this Agreement shall prevent an Owner from contesting, in any appropriate forum, the imposition or the amount of any processing fees, development impact fees or exaction, or any increases therein, under the provisions of applicable law. Notwithstanding any pending contest of such fees, City shall proceed with issuance of all required approvals and permits with respect to the Project and shall not withhold or delay issuance of those permits or approvals based upon any pending good faith protest or appeal with respect to such future fees or exactions or increases therein.
2.9.2 Limitations; Future Impacts. Except as otherwise specifically set forth in this Agreement, in the Project Approvals or in the Applicable Rules, the City shall not impose any obligations on Owner to dedicate land or to construct improvements, or impose any exactions to defray all or a portion of public improvements, public services, community amenities or for other municipal purposes, mitigation measures, obligations for construction of on -site or offsite improvements or dedication or reservation requirements upon Owner that apply to the Property, the Project or any improvements thereon or permit or Project Approval therefor without the prior written consent of each affected Owner in its sole discretion. Notwithstanding the foregoing, if the Project or any part thereof is modified by Owner in a manner that increases density, intensity of use or square footage or constitutes a change in use, the City shall have the right to require mitigation of the additional impacts associated with such modifications. The Parties acknowledge that certain of the Project Approvals may provide the City Engineer and other City staff with the right to review and approve technical studies and reports implementing the Project to confirm the technical adequacy of the determinations therein and in that context may require refinement of the Project plans as well as mitigation of impacts, provided the same are not inconsistent with the Applicable Rules or the Project Approvals.
2.9.3 Processing Fees. The City may charge and Owner shall pay fees for processing applications for governmental approvals, plan check fees, inspection fees and similar fees permissible under California Constitution Article XIII C Section 1(e)(1)-(7), judicial interpretations thereof or any successor provision(s) of law including, but not limited to those for reviewing and inspecting such applications and the construction being performed or to be performed pursuant thereto, which are in force and effect on a city-wide basis at the time the application is submitted for those permits.
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2.9.4 Regional Impact Fees. Unless otherwise relieved by agreement with such agencies (e.g., TUMF and/or MSHCP fee credit agreement or similar agreement), Owner shall be required to pay the current and later adopted regional development impact fees, including but not limited to TUMF and MSHCP fees, in effect and in the amount due at the time of applying for a building permit.
2.9.5 Assignment. The benefit of or credit for Development Fees and processing fees paid by Owner may be assigned by Owner to any Assignee of a corresponding part of the Property or the Project provided that a written Assignment of the credit clearly identifying the source, amount and type of credit executed by the assignor Owner and Assignee is provided to the City Manager for the City Manager's record keeping.
2.9.6 Completion of Improvements. The City generally requires that all improvements necessary to service new development be completed prior to issuance of final certificates of occupancy for those affected improvements. The Parties acknowledge that some of the backbone or in -tract improvements associated with the development of the Property may not need to be completed to adequately service portions of the Property as such development occurs.
Therefore, as and when portions of the Property are developed, only the backbone or in -tract infrastructure improvements required to service such portion of the Property in accordance with the Applicable Rules need be completed prior to issuance of the final certificate(s) of occupancy for the improvements within such portion of the Property as reasonably determined by the City.
Subject to Owner's installation of infrastructure in accordance with the requirements of the Project Approvals, City has determined and hereby finds that it will have sufficient capacity in its infrastructure, services and utility systems, including, without limitation, traffic circulation, storm drainage, sewer collection, sewer treatment, and sanitation services to accommodate the Project.
To the extent that City renders such services or provides such utilities, City hereby agrees that it will serve the Project and that there shall be no restriction on hookups or service for the Project.
Any tentative maps prepared for this Project shall comply with the provisions of Government Code Section 66473.7 to the extent applicable hereto. In connection with the foregoing, the City has determined that the said Section 66473.7 is not applicable to the Project in that the immediate contiguous properties surrounding the Project are, or previously have been, developed for urban uses within the meaning of Government Code Section 66473.7(i). Further, the City has, in any event, found and determined that sufficient water supplies are, or will be, available prior to completion of the Project that will satisfy the requirements of Government Code Section 66473.7.
2.10 Expedited Processing; Cooperation with Permits. The City agrees to timely consider and act upon any matter which is reasonably required, necessary or desirable to accomplish the intent, purpose and understanding of the Parties in entering into this Agreement, including, without limitation, processing of any ministerial permit or ministerial approval or any request for a discretionary action or discretionary approval. The City further agrees that, if Owner satisfactorily complies with all preliminary procedures, actions, payments of applicable processing fees, and criteria generally required of developers by the City for processing applications for such discretionary actions or discretionary approvals that the City will not unreasonably withhold or unreasonably condition or delay any such subsequent discretionary action or discretionary approval required in connection with any Project approval. All subsequent project approvals shall 84683.001 - 434579.2
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be subject to the terms and conditions of this Agreement, and, once approved, shall be deemed a part of the Project Approvals and Applicable Rules vested by this Agreement If standard City staffing fails to result in processing of any permits or approvals as promptly as required by each Owner, then the City agrees, upon request of an Owner, to reasonably cooperate with that Owner in hiring additional staff or consultants to process the ministerial permits and approvals or discretionary actions and approvals at the sole cost of the Owner, and the Owner requesting such additional staff shall submit a reasonable advanced evergreen deposit for such purposes to be drawn upon by City and reimburse the City for all costs of such staff or consultants, within thirty (30) days after such Owner receives an invoice identifying such reimbursable expenses; provided, the applicable Owner shall have the right to audit such costs, at its expense, upon request.
The City shall cooperate with Owner in the securing of any permits or approvals from other governmental agencies having jurisdiction over the Project, including, without limitation, any permits or approvals required as a result of any further modification to the Project processed with City. Owner shall apply for such other permits and approvals as may be required from other governmental or quasi -governmental agencies having jurisdiction over the Project as may be required for the development of, or provision of services to, the Project, and the City shall cooperate with Owner in its endeavors to obtain such permits.
3. Obligations of Owner.
If Owner exercises its vested right to develop the Project and proceeds to develop the Project, Owner shall develop the Property in accordance with and subject to the terms and conditions of this Agreement and the Project Rules. The failure of Owner to comply with any term or condition of or fulfill any obligation of Owner under this Agreement or the Project Rules shall constitute a default by Owner under this Agreement; provided that failure of Owner to construct all or any portion of the Project, or to commence or complete the public benefits or any public improvements shall not be a default under this Agreement unless such public benefits or public improvements are needed to provide service to any improvements subject to a previously issued building permit and which are in fact constructed on the Property.
4. Default, Remedies, Termination.
4.1 General Provisions. In the event of default by either Party in the performance of any of its material obligations under the terms or conditions of this Agreement, the Party alleging such default shall give the other Party notice in writing specifying in reasonable detail the nature of the alleged default and the manner in which said default may be satisfactorily cured. The Party receiving such notice shall have fifteen (15) days from the date of receipt of such notice to cure any monetary default and thirty (30) days from the date of receipt of such notice to cure any non - monetary default, provided, however, for non -monetary defaults, if the amount of time reasonably required to cure the breach exceeds said thirty (30) days, the breaching Party shall have such longer time period as may be reasonably required provided that the breaching Party has commenced to cure such default within that thirty (30) day period and thereafter diligently prosecutes such cure to completion. During any such cure period, the Party charged shall not be considered in default for purposes of termination or institution of legal proceedings or exercise of any other remedies 84683.001 - 434579.2
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for such default. After notice and expiration of the applicable cure period, if such default has not been cured, the other Party to this Agreement may at its option:
(a) Terminate this Agreement (provided that if any portion of the Project or Property has previously been Assigned, such termination shall only affect the portion of the Property and/or Project owned by Owner claiming City default or the portion of the Property and/or Project owned by the defaulting Owner, as applicable), in which event neither Party affected by such termination shall have any further rights against or liability to the other with respect to this Agreement or the Property first arising thereafter; provided that if the City commences such termination proceedings, it shall give not less than thirty (30) days prior written notice thereof to Owner, which notice shall specify the affected Parcel or Parcels and the grounds for termination and shall set a date, time and place for a public hearing before the City Council. At the noticed public hearing, the affected Owner and/or its designated representative shall be given an opportunity to make a full and public presentation to the City and to respond to the City's evaluation of Owner's performance, either orally or in a written statement, at such Owner's election. If, following the taking of evidence and the hearing of testimony at said public hearing, the City finds, based upon substantial evidence, that Owner is not in compliance with a specific, material term or provision of this Agreement, and failed to timely cure such failure within the applicable cure period, then the City may terminate this Agreement as to the applicable portion of the Property owned by the defaulting Owner. No expiration or termination of this Agreement, or a portion thereof, shall affect any right or duty arising from previously granted entitlements or approvals or obligations or rights that accrued prior to such termination, including the Project Approvals on the Property approved prior to the effective date of the City Council's decision to terminate provided that the term of such Project Approvals shall be determined by reference to applicable law and not this Agreement following such termination of this Agreement. (b) Institute legal or equitable action to cure, correct or remedy any default, including but not limited to an action for injunctive relief or specific performance of the terms of this Agreement; provided, however, that in no event shall either Party be liable to the other for money damages for any default or breach of this Agreement except for monetary amounts specifically provided for in this Agreement to be paid to such Party, including, without limitation, the right of Owner to recover from City the reimbursements provided for in Section 2.7. If any portion of the Project or Property has prior to such default been assigned, such enforcement action shall only be brought against and shall only affect the portion of the Property and/or Project owned by the defaulting Owner and may only be brought by the Owner(s) who have been harmed by the City default. Nothing herein shall preclude either Party from seeking reimbursement for amounts expressly required to be paid by one Party to the other under this Agreement including but not limited to application fees, Development Fees, reimbursement of consultants' fees to City, or TUMF credit agreement or any other reimbursement or credit agreement fees to Owner or to recover attorneys' fees if it is the prevailing Party as provided herein. Any such monetary obligations not paid when due hereunder shall thereafter bear interest at the rate of ten percent (10%) per annum from the date originally due until the date paid. It is expressly recognized that (a) except as set forth above with respect to the limited remedies for monetary damages, injunctive relief and specific enforcement of this Agreement are the proper and desirable remedies and that the non -breaching Party's remedy for a breach or violation of this Agreement shall normally be a legal action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement or to terminate this Agreement and (b) no act or omission of any 84683.001 - 434579.2
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Defaulting Owner shall by itself constitute a default by another Owner, and the City shall have no obligation whatsoever to cure any such default by one Owner for the benefit of any other Owner within the Project. As set forth in Section 2.5 above, in any event City shall not have the right to specifically enforce against any Owner, nor in any way compel an Owner to either start or complete the Project, nor to seek any monetary damages from the Owner for an Owner's failure to start or complete the Project; provided, that, City shall have the right (i) to compel Owner, by an action for specific performance, to complete any public improvements which have been commenced and are partially completed as of the date of termination, including, without limitation, bringing an action against any bonds posted to secure the construction of those improvements, and (ii) to require Owner to dedicate any property and complete any public improvements which are required by the Project Approvals to be dedicated and/or completed prior to occupancy of those Project improvements in fact constructed on the Property pursuant to this Agreement.
4.2 Owner's Right to Terminate Upon Specified Events.
Notwithstanding any other provisions of this Agreement to the contrary, the Owner retains the right to terminate this Agreement upon thirty (30) days written notice to the City in the event that the Owner determines in its good faith judgment that continued development of the Project has become economically infeasible or impracticable due to changed market conditions, increased development costs, or burdens imposed, consistent with this Agreement, by the City or another governmental entity as conditions to subsequent project approvals. In the event Owner exercises this right, it shall nonetheless be responsible for mitigation of impacts to City resulting from development that may have occurred on the Property prior to the notice of termination, on a fair share or nexus basis, and within the thirty (30) day notice period City and Owner shall meet to identify any such mitigation obligation that may remain to be satisfied. If the Parties are in disagreement at the end of the (30) day notice period, the Agreement shall be terminated as to all matters except for the remaining mitigation obligation in dispute.
4.3 Annual Review.
4.3.1 Process. Without limiting the effect of Section 4.1, the City Manager shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Owner with the terms and conditions of this Agreement since the preceding annual review. Such periodic review shall be limited in scope to reviewing Owner's good faith compliance with the terms and conditions of this Agreement pursuant to Govt. Code Section 65865.1. The Planning Director shall begin the review by giving thirty (30) days prior written notice to Owner that the Planning Commission intends to undertake a periodic review of the Agreement. Notice of such annual review shall include the statement that any review may result in amendment or termination of this Agreement. If the Planning Director has recommended further review of performance, the Planning Commission shall conduct a public hearing at which the Owner shall provide substantial evidence of good faith compliance with the terms of this Agreement. The Planning Commission shall determine upon the basis of substantial evidence whether or not Owner has, for the period under review, complied in good faith with the terms and conditions of this Agreement.
(a) If the Planning Director initially determines that Owner has complied in good faith with the terms and conditions of the Agreement or if the Planning Commission, after referral from the Planning Director, finds and determines on the basis of 84683.001 - 434579.2
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substantial evidence that Owner has complied in good faith with the terms and conditions of the Agreement during the period under review, the review for that period is concluded and, if requested by Owner, the City shall issue the Certificate described in Section 4.3.5. (b) If the Planning Commission finds and determines on the basis of substantial evidence that Owner has not complied in good faith with the terms and conditions of the Agreement during the period under review, the City shall provide written notice to Owner of the determination by registered mail.
The Planning Commission shall make its decision regarding compliance within twenty (20) days after the close of its public hearing. Notice of the decision shall be filed by the Planning Director with the City Clerk, together with a report of the proceedings, and a copy mailed by registered mail to Owner.
4.3.2 Appeal; City Council Review. The decision of the Planning Commission shall be final unless, within fifteen (15) days of the Owner's receipt of said decision, Owner or any interested person files an appeal or unless the City Council orders the matter set for public hearing. If the Planning Commission is unable to make a decision, that fact shall be reported to the City Council in the same manner for reporting decisions and the failure to make a decision shall constitute a decision not to confirm a good faith compliance finding. Once the matter has been referred to the City Council, the City Council retains the right to refer the matter back to the Planning Commission for further proceedings or for report and recommendation, provided that the City Council shall make the final decision following any further action by the Planning Commission.
4.3.3 Owner Right to Respond and Cure. Proceedings related to modification or proposed termination of this Agreement shall be conducted in accordance with this Agreement and the Development Agreement Laws. At each public hearing, Owner shall be provided an opportunity to respond to any report or finding; any such response timely submitted in writing shall be included in the submittal to the City Council. As provided in this Agreement, failure to prosecute the Project based upon good faith business judgment shall not be a default under this Agreement or a cause for finding of noncompliance at annual review. If there is more than one Owner, then the finding of the Planning Commission and City Council shall be made with respect to the conduct of each Owner individually and the noncompliance applicable to one Owner shall not be a basis to find noncompliance by other Owner(s) in the absence of a determination that the other Owner(s) are also noncompliant under this Agreement. Prior to any modification or termination of this Agreement, Owner shall be provided a right to cure any alleged default in accordance with Section 4.1.
4.3.4 Effect of No Review. Failure of the City to conduct an annual review shall not constitute a waiver by the City of its rights to otherwise enforce the provisions of this Agreement nor shall Owner have or assert any defense to such enforcement by reason of any such failure to conduct an annual review. Owner shall not be penalized in the event that the City fails to request periodic review as contemplated in this Section and any failure to conduct such annual review shall not adversely impact the Owner's rights hereunder in any way. Any finding of non- compliance with this Agreement shall be made solely on the basis of substantial evidence that 84683.001 - 434579.2
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Owner has not complied in good faith with the terms and conditions of this Agreement at or following a public hearing.
4.3.5 Certificate of Agreement Compliance. If, at the conclusion of a periodic review, Owner is found to be in compliance with this Agreement, the City shall, upon written request of the Owner, issue a certificate (the "Certificate") to Owner stating that after the most recent periodic review and based upon the information known or made known to the person or body conducting such review that: (a) this Agreement remains in effect, and (b) Owner is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, and shall state the anticipated date of commencement of the next periodic review. Owner may record the Certificate with the County Recorder. If the City does not find Owner to be in compliance with this Agreement, it shall not be obligated to issue the Certificate.
4.4 Limitation on Liability. In no event shall the public officials, officers, agents or employees of City or the employees, officers, members, lessees, or partners of Owner, be personally liable in damages for any breach or violation of this Agreement.
4.5 Applicable Law, Venue and Attorneys' Fees. This Agreement shall be construed and enforced in accordance with the laws of the State of California exclusive of its choice of law rules and the venue for any legal action concerning this Agreement shall be in Riverside County Superior Court. Owner acknowledges and agrees that the City has approved and entered into this Agreement in the exercise of its legislative discretion and that the standard of review of the validity or meaning of this Agreement shall be that accorded legislative acts of the City. Should any legal action be brought by a Party for breach of this Agreement or to enforce any provision herein, the prevailing Party of such action shall be entitled to reasonable attorneys' fees, expert witness fees, court costs and such other costs as may be fixed by the Court, including any such costs incurred on appeal or in the enforcement of any resulting judgment.
4.6 Invalidity of Agreement. If this Agreement shall be determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. If any provision of this Agreement shall be determined by a court to be invalid or unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any state or federal law which becomes effective after the date of this Agreement the unenforceable provision shall be deemed severable and the remainder of the Agreement shall remain in force and effect and the Parties shall negotiate in good faith for amendments to this Agreement that will cure the invalidity or unenforceability to the extent possible.
4.7 Termination for Reasons Other than Owner or City Default. Notwithstanding that there is no default by either Party under this Agreement, this Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(b) Entry after all appeals have been exhausted, of a final judgment or issuance of a final order by a court of competent jurisdiction directing the City to set aside, void or annul the adoption of the ordinance approving this Agreement or the adoption of the Project Approvals, provided the time for filing any return to writ has also expired. 84683.001 - 434579.2
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(c) The adoption of a referendum measure specifically overriding or repealing the ordinance approving this Agreement and the Project Approvals or any thereof. (d) Owner's election to terminate this Agreement and all of the Project Approvals prior to the commencement of the Project in accordance with the Project Approvals. If Owner elects not to develop the Property as a commercial project in substantial conformance with the Project Approvals or elects to terminate this Agreement pursuant to Section 4.2 of this Agreement, Owner shall provide at least thirty (30) days advance written notice of said election to the City.
Upon the termination of this Agreement pursuant to Section 4.2 or this Section 4.7, no Party shall have any further right or obligation hereunder, except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Termination of this Agreement shall not affect any of the covenants of the City or Owner specified in this Agreement to continue after the termination of this Agreement.
5. Hold Harmless Agreement.
5.1 Hold Harmless Agreement. Owner hereby agrees to and shall hold the City, its elective and appointive council members, boards, commissions, officers, agents and employees harmless from any third party liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage, which may arise from Owner or Owner's contractors, subcontractors, agents or employees construction of the Project, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more Person(s) directly or indirectly employed by or acting as agent for Owner or any of Owner's contractors or subcontractors provided that the foregoing shall not extend to any such claim to the extent it results from the gross negligence or misconduct of the City or its representatives or agents.
In the event of any legal action instituted by a third party or any governmental entity or official challenging the approval, execution or implementation of this Agreement or any provision of this Agreement (exclusive of any such actions brought by the City), the Parties agree to and shall cooperate fully and join in the defense by the City of such action, provided that Owner shall be allowed to provide a joint defense to the City and Owner at it sole cost and expense with counsel acceptable to City to defend both City and Owner, which approval shall not be unreasonably withheld, conditioned or delayed. The City may, in its sole discretion and at its sole expense, elect to also participate in the defense of any such claim, action or proceeding, but such participation shall not relieve Owner of its obligation to provide a joint defense of such action or increase the defense costs of Owner. The Parties shall keep each other informed of all developments relating to defense of such matters subject only to confidentiality requirements that may prevent the communication of such information. Any proposed settlement of litigation or other challenge by Owner shall result in a final resolution providing for no liability or cost to City or shall otherwise be subject to the Parties' approval, each in its reasonable discretion. Notwithstanding the foregoing, Owner may elect not to defend a challenge to the Project, the Project Approvals, or this Agreement. In such event, the City shall have the right, in its sole discretion, to defend against such action at its sole cost and expense or to elect not to defend such action. If Owner, and thereafter City, each elects not to defend against the action, Owner shall remain obligated to 84683.001 - 434579.2
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indemnify and hold City harmless from and against any reasonable damages, attorneys' fees or costs that could not be avoided despite City's reasonable cooperation in the resolution of such litigation. It is agreed by the City that Owner shall take the lead role defending against any legal action to which this Section applies. The filing of any third party lawsuit(s) against City or Owner relating to this Agreement, the Project Approvals, any subsequent project approvals or other development issues or approvals affecting the Property shall not delay or stop the development, processing or construction of the Project, approval of any future discretionary approvals, or issuance of future permits or approvals, unless the third party obtains a court order preventing the activity (which City shall not stipulate to or cooperate in the issuance of) or the City Attorney determines that the issuance of such permits or approvals will likely result in liability to the City which is not adequately addressed by the existing Owner indemnity of the City set forth above.
5.2 Prevailing Wages. Owner acknowledges the existence of the requirements of California Labor Code § 1720, et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 1600 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects, as defined by the Prevailing Wage Laws. If work pursuant to this Agreement is being performed by Owner as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation under the contract in question is $1,000 or more, Owner agrees to fully comply with such Prevailing Wage Laws. Upon Owner's request, the City shall provide a copy of the then current prevailing rates of per diem wages. Owner shall make available to interested parties upon request, copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the work subject to Prevailing Wage Laws and shall post copies at Owner's principal place of business and at the Property. Owner shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless pursuant to the indemnification provisions of this Agreement from any claim or liability arising out of any failure or alleged failure by Owner to comply with the Prevailing Wage Laws associated with any "public works" or "maintenance" projects associated with Project development which are subject thereto.
Except as expressly provided in Section 2.7.1 with respect to the Offsite Traffic Improvements, nothing in this Agreement shall in any way require, or be construed to require, Owner to pay prevailing wages with respect to any work of construction or improvement within the Project (a "Non Intended Prevailing Wage Requirement"). But for the understanding of the Parties as reflected in the immediately preceding sentence, the Parties would not have entered into this Agreement based upon the terms and conditions set forth herein. Owner and City have made every effort in reaching this Agreement to ensure that its terms and conditions will not result in a Non Intended Prevailing Wage Requirement. These efforts have been conducted in the absence of any applicable existing judicial interpretation of which the Parties are aware that would indicate that the terms and conditions of this Agreement would result in a Non -Intended Prevailing Wage Requirement. If, despite such efforts, any provision of this Agreement shall be determined by the Department of Industrial Relations, the Labor and Workforce Development Agency, or any court of competent jurisdiction to result in a Non Intended Prevailing Wage Requirement, the Parties shall take such steps as are available, including any necessary modification or amendment to this Agreement, to mitigate or avoid such Non -Intended Prevailing Wage Requirement or its application to this Project at the sole cost and expense of the Developer. 84683.001 - 434579.2
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5.3 Survival of Provisions. The provisions of this Section 5 shall survive the termination of this Agreement with respect to matters arising during the Term.
6. Project as a Private Undertaking.
It is specifically understood and agreed by and between the Parties that the development of the Property is a separately undertaken private development. No partnership, joint venture or other association of any kind between Owner and the City is formed by this Agreement. The only relationship between the City and Owner is that of a governmental entity regulating the development of private property and the actions of the owner of such private property.
7. City Representations and Consistency with General Plan.
The City hereby finds, determines and represents that execution of this Agreement is in the best interest of the public health, safety and general welfare of the City and that this Agreement and the Project and the Project Approvals are consistent with the General Plan and that the Project Approvals lawfully authorize the construction and use of the Project. City has the authority to permit Owner to develop the Project, subject to, and in accordance with: (a) the Project Approvals; (b) the Applicable Rules; and (c) the terms and conditions of this Agreement, and, based upon all the information made available to City prior to or concurrently with the execution of this Agreement, there are no Applicable Rules that would prohibit or prevent the full completion and occupancy of the Project in accordance with the uses, densities, heights, and terms of development incorporated and agreed to herein. City has the legal authority to enter into and implement this Agreement.
8. Notices. Except as otherwise expressly provided in this Agreement, all notices required by this Agreement shall be in writing and delivered in person, by overnight delivery (including federal express), or sent by certified mail, postage prepaid, to the addresses of the Parties as set forth below. Notice required to be given to the City shall be addressed as follows:
City of Beaumont
550 East 6th Street
Beaumont CA 92223
Attn: City Manager
Notice required to be given to Owner shall be addressed as follows:
Beaumont Regency AVG, LLC
With a Copy to:
84683.001 - 434579.2
Abram Roy LLP
24025 Park Sorento, Suite 460
Calabasas, California 91302
Attn: Dennis Roy, Esq.
25
Either Party may change the address stated herein by giving notice in writing to the other Party, or by modifying the address for written notice in a written Assignment agreement submitted to the City pursuant to the requirements of this Section and recorded against the Property or applicable portion thereof. Thereafter notices shall be addressed and transmitted to the new address. If there is more than one Owner, notices shall be sent by the City to each and every Owner unless otherwise specified in an assignment and assumption agreement recorded against the Property.
9. Recordation.
When fully executed, this Agreement shall be recorded in the official records of Riverside County, California. Any amendments to this Agreement shall also be recorded in the official records of Riverside County.
10. Estoppel Certificates.
Either Party may, at any time, and from time to time, but no more often than quarterly, unless in connection with an Assignment, deliver written notice to the other Party requesting such Party to certify in writing that, to the knowledge of the certifying Party, (a) this Agreement is in full force and effect and a binding obligation of the Parties, (b) this Agreement has not been amended or modified or, if so amended or modified, identifying the amendments or modifications, (c) the requesting Party is not in default in the performance of its obligations under this Agreement to the knowledge of the responding Party, or, if in default, to describe therein the nature and extent of any such defaults, and (d) and such other reasonable information or confirmations as the requesting Party may request. The City Manager shall be authorized to execute any certificate hereunder.
Each Party from which an estoppel certificate is requested shall provide a fully executed certificate within fifteen (15) calendar days following the date of written request. The failure to timely deliver a requested estoppel certificate shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Owner, and that there are no uncured defaults in the performance of the requesting Owner, except as may be represented by the requesting Owner. Any such certificate may be and is intended to be relied upon by any person, including, but not limited to, the other Party, potential purchasers or lessees of all or any part of the Property, lenders or potential lenders, and investors and potential investors.
11. Provisions Relating to Anchor Tenant.
11.1 Anchor Tenant Rights and Obligations.
11.1.1 Anchor Tenant Takeover Rights. The City hereby acknowledges that Owner intends to enter into a ground lease agreement with a nationally recognized anchor retailer (the "Anchor Tenant") for a significant portion of the Property ("Anchor Tenant Premises"), along with certain other related agreements including, without limitation, a Site Development Agreement with the Anchor Tenant ("SDA"). The City hereby acknowledges that the SDA will obligate Owner to perform the construction of certain improvements within the Project (such as, by way of example but not limitation, parking areas, drive aisles, and other common area improvements), and will also obligate Owner to perform the Offsite Traffic Improvements as required under this 84683.001 - 434579.2
26
Agreement. The SDA will further provide the Anchor Tenant certain rights, but not the obligation, to take over and perform one or more of Owner's obligations under the SDA pursuant to the terms more particularly set forth in the SDA ("Anchor Tenant Takeover Right"). Upon execution of its lease, the Anchor Tenant shall have the rights and obligations of an Owner hereunder as to, and solely as to, its leased Anchor Tenant Premises, and shall have no obligation or duty under this Agreement to construct or complete the construction of the Offsite Traffic Improvements or to guarantee such construction or completion, and shall not be obligated to pay any fees or charges which are liabilities of Owner or Owner's successors -in -interest under this Agreement.
Notwithstanding the foregoing, in the event that the Anchor Tenant exercises the Anchor Tenant Takeover Right under the SDA, the Anchor Tenant shall have the right, but not the obligation, by written notice to City, to assume Owner's obligations under this Agreement to perform the Offsite Traffic Improvements in accordance with the terms and conditions of this Agreement ("Anchor Tenant Assumption").
11.1.2 Anchor Tenant Payment of Fees; Reimbursement. Anchor Tenant shall not be obligated to pay any fees or charges which are obligations of Owner under this Agreement; provided, however, that any development of the Anchor Tenant Premises shall be subject to the Project Approvals applicable to the Anchor Tenant Premises and subject to all of the terms and conditions hereof, including payment of all fees (delinquent, current and accruing in the future) and charges, and assumption of all obligations of Owner hereunder that are applicable to the development of the Anchor Tenant Premises. In the event that the Anchor Tenant exercised the Anchor Tenant Takeover Rights under the SDA and completes the Offsite Traffic Improvements as required under this Agreement, the Anchor Tenant shall be entitled to such reimbursements as is owing by the City under this Agreement, less any amounts of such reimbursement as has been previously paid by the City to Owner.
11.1.3 Notice of Owner's Breach Hereunder. If the City receives notice from the Anchor Tenant requesting a copy of any notice of default given to Owner hereunder and specifying the address for notice thereof, then the City shall deliver to such Anchor Tenant, concurrently with service thereon to Owner, any notice given to Owner with respect to any claim by the City that Owner is in default, and if the City makes a determination of non-compliance, the City shall likewise serve notice of such noncompliance on such Anchor Tenant concurrently with service thereof on Owner.
11.1.4 Anchor Tenant's Right to Cure. The Anchor Tenant shall have the right (but not the obligation) for a period of sixty (60) days after the expiration of the time period for cure provided to Owner pursuant to Section 4.1 to cure or remedy, or to commence to cure or remedy, the default claimed or the areas of noncompliance set forth in the City's notice. If any default or noncompliance cannot, with diligence, be remedied or cured within such sixty (60) day period, then such Anchor Tenant shall have such additional time as may be reasonably necessary to remedy or cure such default or noncompliance if such Anchor Tenant commences cure during such sixty (60) day period and thereafter diligently pursues such cure to completion.
Notwithstanding the foregoing, nothing in this Agreement shall be deemed to permit or authorize any Anchor Tenant to undertake or continue construction or completion of any Offsite Traffic Improvements without first having delivered to the City the Anchor Tenant Assumption. 84683.001 - 434579.2
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12. Provisions Relating to Lenders.
12.1 Lender Rights and Obligations.
12.1.1 Prior to Lender Possession. Owner may enter into mortgages, deeds of trust and other security instruments described in the following sentence secured by Owner's interest in the Property. The holder or beneficiary of any indenture of mortgage or deed of trust, hypothecation, pledge, assignment for security purposes, bond, grant of taxable or tax exempt funds from a governmental agency or other security interest or any documents constituting or relating to a sale -leaseback transaction ("Lender") shall have no obligation or duty under this Agreement to construct or complete the construction of improvements, or to guarantee such construction or completion, and shall not be obligated to pay any fees or charges which are liabilities of Owner or Owner's successors -in -interest, but such Lender shall otherwise be bound by all of the terms and conditions of this Agreement which pertain to the Property or such portion thereof in which Lender holds an interest.
12.1.2 Lender in Possession. A Lender who comes into possession of the Property, or any portion thereof, pursuant to foreclosure of a mortgage or deed of trust, or a deed in lieu of foreclosure, shall not be obligated to pay any fees or charges which are obligations of Owner and which remain unpaid as of the date such Lender takes possession of the Property or any portion thereof; provided, however, that a Lender shall not be eligible to apply for or receive Project Approvals with respect to the Property, or otherwise be entitled to develop the Property or devote the Property to any uses or to construct any improvements thereon other than the development contemplated or authorized by this Agreement and subject to all of the terms and conditions hereof, including payment of all fees (delinquent, current and accruing in the future) and charges, and assumption of all obligations of Owner hereunder; provided, further, that no Lender, or successor thereof, shall be entitled to the rights and benefits of Owner hereunder or entitled to enforce the provisions of this Agreement against the City unless and until such Lender or successor in interest qualifies as a recognized Assignee of this Agreement and makes payment of all delinquent and current City fees and charges pertaining to the Property.
12.1.3 Notice of Owner's Breach Hereunder. If the City receives notice from a Lender having a secured interest in the property within the Project requesting a copy of any notice of default given to Owner hereunder and specifying the address for notice thereof, then the City shall deliver to such Lender, concurrently with service thereon to Owner, any notice given to Owner with respect to any claim by the City that Owner is in default, and if the City makes a determination of non-compliance, the City shall likewise serve notice of such noncompliance on such Lender concurrently with service thereof on Owner.
12.1.4 Lender's Right to Cure. Each Lender shall have the right (but not the obligation) for a period of sixty (60) days after the expiration of the time period for cure provided to Owner pursuant to Section 4.1 to cure or remedy, or to commence to cure or remedy, the default claimed or the areas of noncompliance set forth in the City's notice. If the default or such noncompliance is of a nature which can only be remedied or cured by such Lender upon obtaining possession, such Lender may seek to obtain possession with diligence and continuity through a receiver or otherwise and may thereafter remedy or cure the default or noncompliance within sixty (60) days after obtaining possession. If any default or noncompliance cannot, with diligence, be 84683.001 - 434579.2
28
remedied or cured within such sixty (60) day period, then such Lender shall have such additional time as may be reasonably necessary to remedy or cure such default or noncompliance if such Lender commences cure during such sixty (60) day period and thereafter diligently pursues such cure to completion. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to permit or authorize any Lender to undertake or continue construction or completion of any improvements comprising the Project (beyond the extent necessary to conserve or protect improvements or construction already completed) without first having expressly assumed the defaulting Owner's obligations under this Agreement.
12.1.5 Other Notices by the City. A copy of all other notices given by the City to Owner pursuant to the terms of this Agreement shall also be sent to any Lender who has requested such notices at the address provided to the City by the Lender.
12.2 Right to Encumber. The City agrees and acknowledges that this Agreement shall not prevent or limit Owner of any interest in the Property, or any portion thereof, at any time or from time to time in any manner, at such Owner's sole discretion, from encumbering the Property, the improvements thereon, or any portion thereof with any mortgage, deed of trust, sale and leaseback arrangement or other security device.
12.3 Reasonable Modifications. The City agrees that it shall consider and adopt as Minor Amendments such other industry standard provisions requested by Owner to obtain financing if the same is requested by a Lender in order to protect its collateral under any deed of trust, mortgage or other security instrument, provided the same does not materially diminish the interests of the City under this Agreement.
13. Cooperation and Defense of Agreement.
13.1 Further Actions and Instruments. The Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. The Parties further agree to mutually cooperate with one another in carrying out the purposes of this Agreement.
13.2 Defense of Agreement. Subject to the other provisions of this Agreement, the City agrees to and shall timely take all actions which are reasonably necessary or required to uphold the validity and enforceability of this Agreement and the Applicable Rules and Project Approvals.
If this Agreement is adjudicated and determined to be invalid or unenforceable, the City agrees, subject to all legal requirements, to consider and implement all modifications to this Agreement which are reasonably necessary or required to render it valid and enforceable to the extent permitted by applicable law.
13.3 No Moratorium. No future amendment of any existing City ordinance or resolution, or future adoption of any ordinance, resolution or other action, that purports to limit the 84683.001 - 434579.2
29
rate or timing over time of development or construction of all or any part of the Project or alter the sequencing of development phases or alter or limit entitlements to use or service (including but not limited to water and sewer), whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether adopted or imposed by the City Council, an agency of the City or through the initiative or referendum process, shall apply to the Property or any portion thereof, provided, however, the provisions of this Section shall not affect City's compliance with moratoria or other limitations mandated by other governmental agencies or court -imposed moratoria or other limitations to which the City is subject and mandated to comply notwithstanding the existence of this Agreement.
13.4 Certificate of Performance. Upon the completion of the Project, or the development of any portion thereof, or upon performance of this Agreement or its earlier revocation and termination, the City shall provide Owner, upon Owner's request, with a statement ("Certificate of Performance") evidencing said completion or revocation and the release of Owner from further obligations hereunder, provided that if the release relates to the completion of only a phase or particular parcels, the release shall pertain solely to the parcel or parcels which have been completed. The Certificate of Performance shall be signed by the appropriate agents of Owner of the affected parcel(s) or phase and the City and shall be recorded in the official records of Riverside County, California. Such Certificate of Performance is not a notice of completion.
14. General.
14.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties. Unless specifically stated to the contrary, the reference to an exhibit by designated letter or number shall mean that the exhibit is made a part of this Agreement.
14.2 Section Headings. All article, section and subsection headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Amendment.
14.3 Singular and Plural. As used herein, the singular of any word includes the plural.
14.4 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.
14.5 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.
14.6 No Third -Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and assigns. Except as expressly provided in this Agreement, no other Person shall have any right to action based upon any provision of this Amendment. Nothing herein shall limit the rights of permitted successors and assigns expressly provided for in this Agreement.
14.7 Recitals; Exhibits. The Parties agree that the Recitals above are true and correct and intend to be bound by same. The Parties further agree to the incorporation by reference herein 84683.001 - 434579.2
30
of said Recitals, together with all definitions provided and exhibits referenced in this Agreement, including in said Recitals.
14.8 Counterparts. This Amendment may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument.
14.9 Survival. Notwithstanding anything herein to the contrary, all representations and warranties shall survive the expiration or earlier termination of this Agreement and rights and obligations that have already accrued, including, without limitation, the confidentiality obligations described in Section 14.10 below, and any amounts due and owing shall survive the expiration or earlier termination of this Agreement and shall remain enforceable by the benefited Party.
14.10 Confidentiality. The Parties acknowledge and agree that all trade secret proprietary information provided by Owner to City with respect to the Property are intended to be confidential and City shall not voluntarily report, publish, share, circulate, disseminate or otherwise release to any party, person or entity any or all of those proprietary trade secret confidential matters unless otherwise required to do so by applicable law. If such disclosure is required by applicable law, City shall provide Owner with as much advance notice as practicable of such required disclosure and shall cooperate with Owner to the maximum extent possible to limit the required disclosure and the impact thereof upon Owner. The Parties agree that if the confidentiality provisions contained in this Agreement are breached, the remedy at law may be inadequate, and, therefore, without limiting any other remedy available at law or in equity, an injunction, specific performance or other form of equitable relief, or any combination thereof, shall be available to enforce such obligation. Further, if a petition is filed by a member of the public to gains access to any information not disclosed by City pursuant to this paragraph, Developer shall reimburse City for all its reasonable attorneys' fees, liabilities and attorneys' fees awards against the City, if any, resulting from such petition.
[SIGNATURES FOLLOW]
84683.001 - 434579.2
31
CITY:
CITY OF BEAUMONT
By:
Mayor, the City of Beaumont
Attest:
City Clerk of the City of Beaumont
OWNER:
Beaumont Regency AVG, LLC, a Delaware limited liability company By:
Name
Its:
84683.001 - 434579.2
CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On
Date
before me,
(Insert Name and Title of the Officer)
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Place Notary Seal and/or Stamp above Signature:
Signature of Notary Public
84683.001 - 434579.2
CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On
Date
before me,
(Insert Name and Title of the Officer)
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Place Notary Seal and/or Stamp above Signature:
Signature of Notary Public
84683.001 - 434579.2
EXHIBIT "A"
LEGAL DESCRIPTION AND DEPICTION OF PROPERTY
84683.001 - 434579.2
EXHIBIT "B"
EXISTING PROJECT APPROVALS
A. Plot Plan Approval PP2024-0059 permitting a 279,941 square foot community retail site on 22.9 acres consisting of eight parcels of land, providing for construction of one nationally recognized major retailer, one nationally recognized grocer, and nationally recognized restaurants.
B. Parking Variance No. V2024-0019 reducing the parking spaces required by Section
17.05.040 of the Beaumont Municipal Code from 1,293 spaces to 1,151 spaces.
C. Open Space Variance No. V2025-0031 reducing the required commercial open space from square feet to _ square feet as required by Section 17.03.080.G.6 of the Beaumont Municipal Code.
D. Master Sign Program Plan No. 2024-0157 authorizing one Freeway Pylon Sign, one Digital Display Sign, two Project Pylon Signs, and two Monument Signs subject to discretionary approval by any external agencies with discretionary review.
E. Environmental Assessment No. ENV2025-0002 and the Mitigation Monitoring and Reporting Program (MMRP) associated therewith to satisfy the requirements of the California Environmental Quality Act.
F. Development Agreement No. XX as approved by Ordinance No. XX.
G. City Council approval of Digital Display identified in Exhibit B-1, provided that Owner shall be required to separately obtain a sign permit approval from the City of Beaumont Planning Commission under Beaumont Municipal Code Chapter 17.07. Owner shall be solely responsible to secure any approval required of any other agency including but not limited to Cal Trans under the California Outdoor Advertising Act or implementing regulations for the Digital Display prior to erecting it. Owner shall indemnify, defend and hold harmless the City from and against any costs, expenses or liabilities including reasonable attorneys' fees incurred by City as a result of any claim that Owner failed to comply with the Outdoor Advertising Act.
84683.001 - 434579.2
EXHIBIT "C"
DEVELOPMENT FEES IN EFFECT AS OF EFFECTIVE DATE
DEVELOPMENT IMPACT FEES FOR COMMERCIAL DEVELOPMENT
Fees Effective on July 1, 2025 and January 1, 2026
City Development Impact Fee
Fee Basis
7/1/2025
Fee
1/1/2026
Fee
Emergency Preparedness Fee
Fire Protection Facilities Fee
Square Foot
Square Foot
General/Advanced Planning Impact Square Foot
Police Facilities Fee
Public Facilities Fee
Railroad Crossing Impact Fee
Recycled Water Facility Fee
Sewer Capacity Fee
Commercial (Low Strength)
Commercial (Medium Strength)
Commercial (High Strength)
Sewer Facilities Fee
Square Foot
Square Foot
Square Foot
Square Foot
Square Foot
Square Foot
Square Foot
Square Foot
Storm Drain Facilities Impact Fee Square Foot
Streets & Bridges Impact Fee
Square Foot
$0.002
$0.360
$0.010
$0.270
$0.15(7
$2.810
$0.140
$0.900
$1.020
$2.060
$0.250
$0.010
$10.700
$0.002
$0.430
$0.010
$0.350.
$0.160
$4.240
$0.140
$0.940
$1.080
$2.190
$0.310
$0.020
$15.050
84683.001 - 434579.2
EXHIBIT "D"
OFFSITE TRAFFIC IMPROVEMENTS
1. Dedicate necessary right-of-way and construct street, curb, gutters, medians, sidewalks, driveway approaches, and access ramps along Oak Valley Parkway from the I-10 off -ramp to the to the point approximately 642 linear feet east of the easterly edge of the intersection of Oak View Drive and Oak Valley Parkway, connecting full width street improvements on the south side of Oak Valley Parkway with the existing full width street improvements easterly of the Property.
2. Sawcut and remove existing pavement in Oak Valley Parkway and construct new 6"AC/8" AB Pavement including subgrade preparation.
3. Install signage, striping and pavement markings in Oak Valley Parkway.
4. Modify traffic signals on Oak Valley Parkway at Golf Club Drive,Oak Valley Plaza, and Oak View Drive.
5. Install streetlights, pull boxes and conduit along Oak Valley Parkway along the southerly right-of-way.
6. Install median and parkway landscaping/irrigation along Oak Valley Parkway.
7. Install approximately 1,050 LF of 16" domestic water lines. [NEED CLARIFICATION ON LOCATION]
8. Install approximately 1,460 LF of 16" reclaimed water pipe.[NEED CONFIRMATION OF WHETHER THIS IS ALREADY ON THE WESTERN PROPERTY LINE]
9. Construct off -site water connections as required, remove paving and replace as needed.
10. Underground SCE, phone, and other overhead utility lines approximately 950 LF along the Oak Valley Parkway frontage in accordance with Beaumont Municipal Code.
11. Design, project management, city permits, inspections, insurances, general conditions, and contingencies
12. New traffic signal installations at Elm Avenue and Oak Valley Parkway and Desert Lawn Drive and Oak Valley Parkway.
All of the forgoing Offsite Traffic Improvements are described in more detail in the conditions of approval for the Project Approvals. In the event of a conflict between this exhibit and the Project Approvals, the Project Approvals shall prevail.
84683.001 - 434579.2
[BEFORE EXECUTION THE OFFSITE PLANS FOR THE OFFSITE TRAFFIC
IMPROVEMENTS THAT ARE BEING FINALIZED BY THE DEVELOPER WILL BE
ATTACHED TO THIS EXHIBIT OR INCORPORATED BY REFERENCE FOR ADDITONAL CLARITY]]
84683.001- 434579.2 28198954/201367.0002
EXHIBIT "D"
'OWNER UPDATING COSTS FOR PREVAILING WAGE REQUIREMENT[
OFFSITE TRAFFIC IMPROVEMENTS
Exhibit D-1
FORM OF
OFFSITE TRAFFIC IMPROVEMENT REIMBURSEMENT AGREEMENT
84683.001 - 434579.2
OFF -SITE TRAFFIC IMPROVEMENTS REIMBURSEMENT AGREEMENT
(Oak Valley Parkway Improvements)
This Off -Site Traffic Improvements Reimbursement Agreement (the "Agreement") is made this day of , 2025 by and between the City of Beaumont, a California municipal corporation ("City"), and Beaumont Regency AVG ("Owner").
RECITALS
A. Owner has a legal and equitable interest in approximately 29.88 acres of land located within the City of Beaumont, Riverside County, California along the south side of Oak Valley Parkway, approximately 500 feet east of Interstate 10 (I-10) that is legally described and depicted on Exhibit "A" attached hereto and incorporated herein by this reference ("Property").
B. Owner and the City are parties to that certain Development Agreement, dated 2025 and recorded with the Official Records of Riverside County as Document No. as (the "Development Agreement"), pursuant to which the City vested Owner with certain land use entitlements for development of a commercial shopping center and provided for reimbursement of costs for certain public improvements on the terms and conditions set forth therein (the "Project").
This Agreement serves as the Off -Site Traffic Improvements Reimbursement Agreement referenced in Section 2.7.1 of the Development Agreement.
C. Pursuant to the Development Agreement, Owner submitted applications for various land use entitlements to the City and was conditioned to construct certain public improvements as a condition precedent to development and operation of the Project.
D. As a condition of regulatory approval by the City, the Owner shall design, construct and install, among other things, the following public improvements in or along Oak Valley Parkway:
pavement, curbs/gutters/sidewalks, streetlights, traffic signal installations or modifications, parkway landscape/irrigation, sewer, water, storm drain, and dry utility installations or relocations all in accordance with the land use entitlements and the conditions of approval for the Project (the "Public Improvements"). The City and the Owner will benefit from a coordinated plan of design, engineering and construction of the Public Improvements and the development of the Project.
E. The City and Owner desire that the Owner initially finance and construct the Public Improvements, subject to applicable development impact fee credits and reimbursement payment(s) from the City for actual costs incurred upon completion and satisfaction of all conditions precedent pursuant to the terms, conditions, requirements and procedures set forth herein and in the Development Agreement. The scope of work and estimated cost for the Public Improvements is described in Exhibit "B" attached hereto and incorporated herein by reference. The City will make a reimbursement payment up to the Maximum Reimbursement amount as that term is defined in Section 2.7.1 of the Development Agreement using any and all legally available funds of the City.
F. The City, by its approval of this Agreement, has determined that it will obtain no advantage from undertaking the construction by the City directly of the Public Improvements and that the provisions of this Agreement require that the Public Improvements constructed by the Owner be constructed as if they had been constructed under the direction and supervision of the City. The
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Owner hereby represents that it has experience in the supervision of the construction of improvements of the character of the Public Improvements.
G. The City and Owner intend that this Agreement shall contain all of rights, requirements, and obligations of Owner and the City related to the Public Improvements.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually understood and agreed by City and Owner as follows:
TERMS
1. Incorporation of Recitals. The parties hereby agree that the above recitals are true and correct and are therefore incorporated herein by reference.
2. Design of Public Improvements — Preparation of Plans. Subject to reimbursement as set forth herein, Owner shall be solely responsible for the design of the Public Improvements in accordance with all local, state, and federal laws and regulations, including all costs and expenses incurred therefor. Prior to initiation of bidding, Owner shall submit the plans and specifications for plan check approval by the City Public Works Director. Owner shall be solely responsible for obtaining all required federal, state and local permits and approvals. The plans and specifications for the Public Improvements shall be approved by the City Public Works Director, subject to his/her good faith discretion ("Plan" or "Plans"). The Owner shall then include the approved Plans in the bid packet submitted pursuant to Section 3.2.1 herein.
3. Construction of Facilities. Owner shall construct or have constructed, at its own cost and expense, the Public Improvements in accordance with the Plans. Owner (and/or its contractors) shall provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary to fully and adequately complete the Public Improvements.
3.1 Permits and Notices. Prior to commencing any work with respect to the Public Improvements, Owner (through its contractors) shall, at its sole cost and expense, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Owner's obligations under this Agreement. Owner (through its contractors) shall conduct the work in full compliance with the regulations, rules, and other requirements contained in this Agreement, any applicable law, and any permit or license issued to Owner.
3.2 Public Works Requirements. Owner shall ensure that the bidding, awarding, and construction of the Public Improvements are undertaken as if such Public Improvements were constructed as a public works project under the direction and authority of City, pursuant to the applicable provisions of the Public Contract Code. Owner shall comply with applicable portions of the Labor Code and the payment of prevailing wages where applicable with respect to all Public Improvements related to Owner's project and Owner agrees to indemnify and hold harmless the City in connection with any issues related to prevailing wages arising from the construction of the Public Improvements by Owner. The City's minimum procedural requirements for bidding and contracting are attached hereto as Exhibit "C".
3.2.1 Prior to soliciting or awarding the bid for any portion of the Public
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Improvements, Owner shall submit the bid packet and a set of the approved construction drawings signed by Owner or another authorized representative designated by Owner for the work being bid to the City's Public Works Director ("Public Works Director") for review and approval, which approval shall be granted or denied within fifteen (15) calendar days after submission of such bid packet. If the Public Works Director denies approval of such bid packet and construction drawings, the Public Works Director shall specify the reasons for such disapproval and Owner shall resubmit a revised bid packet for review and approval until such approval is obtained.
3.2.2 Owner shall obtain no fewer than three (3) bids for the construction of the Public Improvements in a manner which has been approved by the Public Works Director. Owner shall provide the Public Works Director with copies of all bids received from contractors and a bid summary in a form approved by the Public Works Director to assure that the contractor/subcontractors adhere to the applicable legal requirements for public works projects. The contract or contracts for the construction of the Public Improvements shall be awarded to the responsible bidder(s) submitting the lowest responsive bid(s) for the construction of the Public Improvements, as determined by Owner in its good faith discretion. Owner shall enter into a construction contract with each contractor selected to perform work on the Public Improvements (after competitive bidding as set forth herein), (each, a "Construction Contract") for the performance of the work set forth in the selected bid, and the terms of each Construction Contract entered into by Owner and each contractor/subcontractor shall be reasonably acceptable to the Public Works Director. Owner shall submit to City a copy of each executed Construction Contract for the Public Improvements within fifteen (15) days after execution thereof.
3.2.3 Owner's general contractor for the construction of the Public Improvements ("General Contractor") shall pay prevailing wages (in accordance with Articles 1 and 2 of Chapter 1, Part 7, Division 2 of the Labor Code) 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/counties and as required by the procedures and standards of City with respect to the construction of its public works projects or as otherwise directed by the Public Works Director.
3.2.4 All contractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Public Improvements which they will construct in conformance the Agreement and requirements of the Public Works Director and City's Risk Manager.
3.2.5 The Public Works Director, exercising reasonable discretion, may waive one or more of the foregoing requirements (other than Sections 3.2.3 and 3.2.4 set forth above, including the bidding requirements set forth in Exhibit "C" attached hereto.
3.3 Compliance with Plans and Specifications. The Public Improvements shall be completed in accordance with the Plans as approved by City.
3.4 Standard of Performance. Owner and its contractors shall perform all work required, constructing the Public Improvements in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Owner shall require that its contractors be skilled in the professional calling necessary to perform the work. Owner shall require that all of its employees and contractors shall
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have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement.
3.5 Alterations to Public Improvements. All work shall be done and the Public Improvements completed as shown on the Plans, and any subsequent alterations thereto mutually agreed upon by City and Owner. If Owner desires to make any material alterations to the Plans, it shall provide written notice to the City of such proposed alterations. City shall have ten (10) business days after receipt of such written notice to administratively approve or disapprove such alterations, which approval shall not be unreasonably withheld, conditioned or delayed. If City fails to provide written notice to Owner of its approval or disapproval of the alterations within such ten (10) business day period, Owner may send a second written request specifically reciting the terms of this paragraph calling for deemed consent in the event of failure to respond and if City continues to fail to approve or disapprove the request, then the City shall be deemed to have consented to such alterations five (5) business days after receipt of such second notice. Any and all alterations in the Plans and the Public Improvements to be completed may be accomplished without first giving prior notice thereof to Owner's surety for this Agreement.
4. Bonds. Prior to the commencement of any work on the Public Improvements, Owner or its contractor shall provide City with surety bonds in the amounts and under the terms set forth below or, at the City's request, in lieu of surety bonds, a letter of credit or letters of credit by a banking institution with a rating to be reasonably approved by the City and terms to be reasonably approved by the City ("Security"). The amount of the Security shall be based on the estimated actual costs (the "Estimated Costs") to construct the Public Improvements, as determined by City after Owner has awarded a contract for construction of the Public Improvements to the lowest responsive and responsible bidder in accordance with this Agreement. If City determines, in its reasonable discretion, that the Estimated Costs have changed, Owner or its contractor shall adjust the Security in the amount requested by City. Owner's compliance with this Section 4 shall in no way limit or modify Owner's indemnification obligation provided in Section 13 of this Agreement.
4.1 Performance Bond. To guarantee the construction of the Public Improvements and faithful performance of all the provisions of this Agreement, to protect City if Owner is in default, and to secure the Warranty of the Public Improvements, Owner or its contractor shall provide City a faithful performance bond in an amount which sum shall be not less than one hundred (100%) of the Estimated Costs. The City shall partially release a portion or portions of the Security provided under this Section within not more than thirty (30) days after the Public Improvements are accepted by City, provided that Owner is not in default on any provision of this Agreement and the total remaining Security for the warranty period applicable to the Public Improvements is not less than twenty percent (20%) of the Estimated Costs. All remaining Security provided under this Section shall be released within not more than thirty (30) days after the end of the warranty period, provided that Owner is not in default on any provision of this Agreement and no warranty claim is pending and unresolved; provided, further, that such Security shall be released promptly thereafter as soon as such default has been cured or the warranty claim is resolved.
4.2 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, materialmen, and other persons furnishing labor, materials, or equipment for performance 84683.001 - 434335.3
of the Public Improvements and this Agreement, Owner or its contractor shall provide City a labor and materials bond in an amount which sum shall not be less than one hundred percent (100%) of the Estimated Costs. The Security provided under this Section shall be released by City not later than six (6) months after the date City accepts the Public Improvements in accordance with Section 7 herein.
4.3 Additional Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best rating of at least "A" and FSC-VIII, and shall be licensed to do business in California. The surety shall agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the Public Improvements, or the Plans shall in any way affect its obligation on the Security.
4.4 Evidence and Incorporation of Security. Evidence of the Security shall be provided on the forms reasonably acceptable to the City, and when such forms are completed to the reasonable satisfaction of City in accordance with the bonding requirements for subdivision improvements under the California Subdivision Map.
4.5 Reduction. The Public Works Director, exercising reasonable discretion, may reduce or waive one or more of the foregoing Security requirements on a finding that the City is adequately secured for the applicable performance/liability.
5. Billings and Records. Owner shall be responsible for paying all charges within the time required by state law. Owner shall maintain complete and accurate records with respect to all costs and expenses pursuant to this Agreement. All such records shall be clearly identifiable. Owner shall allow a representative of the City, during normal business hours to examine, to audit and make transcripts or copies of such records and any other documents, proceedings, and activities related to the Agreement for a period of three (3) years from the termination of this Agreement.
6. Liens. Upon the expiration of the time for the recording of claims of liens as prescribed by Sections 8412 and 8414 of the Civil Code with respect to the Public Improvements, Owner shall provide to the City such evidence or proof as the City shall reasonably require that all persons, firms, and corporations supplying work, labor, materials, supplies, and equipment to the construction of the Public Facilities have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm, or corporation. Rather than await the expiration of the said time for the recording of claims of liens, Owner may elect to provide to the City a title insurance policy or other Security reasonably acceptable to the City guaranteeing that no such claims of liens will be recorded or become a lien upon any of the Property.
7. Inspection and Transfer of Public Improvements. Without modifying or limiting Owner's obligations under this Agreement, the City shall inspect and test the Public Improvements.
The City shall have access to the Public Improvements site at all times to conduct any tests or inspections. The City's inspection rights shall not exceed twenty (20) days from completion of the Public Improvements. Thereafter, unless the City has objected to the design, development, and construction of such Public Improvements, such design, development, and construction shall be deemed approved. Owner shall require its employees, contractors and agents to comply with all reasonable instructions given by the City during inspection or construction of the Public Improvements. Any deficiencies in the Public Improvements shall be corrected by Owner at its sole
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cost and expense. Upon completion of the Public Improvements to the satisfaction of the City, the Public Improvements shall be presented to the City for dedication and acceptance. The City shall accept the Public Improvements ("Public Improvements Acceptance") if it determines (a) that it was constructed in accordance with approved plans, specifications and contract documents, (b) that it operates satisfactorily, (c) all unconditional waivers and releases of mechanics' liens have been provided, (d) Owner provides two (2) sets of "as -built" or record drawings or plans to the City for all such Public Improvements -- the drawings shall be certified and shall reflect the condition of the Public Improvements as constructed, with all changes incorporated therein, and (e) that all other requirements of this Agreement applicable to completion of the Public Improvements have been satisfied. Upon acceptance of the Public Improvements, Owner shall assign to the City on a non- exclusive basis all of Owner's rights and remedies, including warranties, as set forth in the approved contract documents. Owner will be required to convey title to the Public Improvements to the City in a form reasonably determined by the City.
8. Liability for Public Improvements Prior to Public Improvements Acceptance. Until the Public Improvements Acceptance, Owner shall be solely responsible for all damage to the Public Improvements, regardless of cause, and for all damages or injuries to any person or property at the work site, except damage or injury due to the sole or active negligence or willful misconduct of the City, its agents or employees.
9. Guarantee. Owner shall guarantee all work and materials for the Public Improvements to be free from all defects due to faulty materials or workmanship for a period of one (1) year after the date of the Public Improvements Acceptance. Owner shall repair or remove and replace any and all such work, together with any other work which may be displaced in so doing, that is found to be defective in workmanship or materials within the one-year period, without any expense whatsoever to the City. If the City and Owner are not in agreement as to whether any work if faulty or defective, such disagreement shall be resolved by the dispute resolution procedure set forth in Section 36 below.
In the event Owner fails to comply with the above -mentioned provisions within thirty (30) days after such defect has been established by agreement or neutral determination, as applicable, then the City shall be authorized to proceed to have the defects remedied and made good at the sole cost and expense of Owner, who is hereby contractually bound to pay the costs and charges therefor immediately upon demand. Any such self-help action by the City (which may be taken prior to neutral determination of the defect in the event of an emergency, subject to final allocation of cost by agreement or neutral determination, as applicable) will not relieve Owner of the guarantee required by this Section. This Section shall not, in any way, limit the liability of Owner or any other party for any latent and patent design or construction defects in the work subsequently discovered by the City.
10. Terms for Reimbursement
10.1 Reimbursement for Actual Public Improvement Costs. The reimbursement amount for the Public Improvements shall be equal to the eligible design and construction costs for the Public Improvements net of any actual or expected reimbursements related to the Public Improvements ("Reimbursement Amount") subject to the Maximum Reimbursement in accordance with Section 2.7.1 of the Development Agreement which is incorporated herein by this reference..
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10.2 Soft Construction Costs. The Public Works Director shall, in his/her sole reasonable discretion, determine the amount of reasonable soft costs eligible for reimbursement.
Such amounts may include the actual third party soft costs related to the Public Improvements, such as indirect costs of construction, professional engineering and design services, construction management, soils testing, administrative costs, permits, plan check fees, and inspections. For soft costs to be reimbursable to Owner pursuant to this Agreement, City must be able to verify that such soft costs are properly attributable to the completion of the specified Public Improvements for which reimbursement is being made, by reference to separate subcontract(s) or by another means approved by the City. The Public Works Director may, in his/her reasonable discretion, reduce or disallow reimbursement for any costs he/she finds excessive or unreasonable; provided that the third party actual costs shall be presumed to be reasonable unless specific facts demonstrate to the contrary.
10.3 Conditions Precedent for Payment of Reimbursement Amount. City's obligation to pay or reimburse for the cost of Public Improvements pursuant to this Agreement is conditioned upon the prior satisfaction by Owner or written waiver by the City Administrator of each of the following conditions precedent within the times, if any, designated below:
10.4 Completion of Construction of Project. Owner shall have fulfilled the all of the express conditions applicable to reimbursement under Section 2.7.1 of the Development Agreement.
10.5 Completion of Construction of Public Improvements. Owner shall have completed the construction of the Public Improvements, and notices of completion shall have been recorded in relation to the Public Improvements, in accordance with California Civil Code Sections 8182 (as applicable), and thirty-five (35) days shall have elapsed since the recordation of such notices of completion. The purpose of this provision is to ensure that the Public Improvements will be independently functional and to maintain consistency with vesting rights, and nothing herein shall be deemed to make any part of the Project other than the Public Improvements a public work.
10.6 Submission of Bills/Invoices. Owner shall have made full and complete payment of all undisputed claims for work performed on the Public Improvements, or in the event of a dispute between Owner and the general contractor or a subcontractor, Owner shall have obtained a commercially reasonable bond reasonably satisfactory to the City to release any applicable mechanics' lien or stop notice, and Owner shall have submitted and the City shall have approved a written request for the reimbursement, including copies of all bills and/or invoices evidencing the hard costs of constructing the Public Improvements actually incurred by Owner.
10.7 As -Built Drawings. Owner shall have submitted two (2) sets of final as -built drawings for the Public Improvements certified by a licensed engineer in the State of California as to accuracy and completeness to the Public Works Director. Owner shall be solely responsible and liable for insuring completeness and accuracy of the record drawings.
10.8 Acceptance of Required Public Improvements by the City. The City, through the City Council, shall have accepted title to the Public Improvements, and Owner shall have provided the maintenance guarantees reasonably required by the City. The City agrees it will not unreasonably withhold or condition its acceptance of title to the Public Improvements.
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10.9 No Default. Owner shall not be in default, following receipt of notice of default and expiration of its cure period, in any of its material obligations under the terms of this Agreement, and all representations and warranties of Owner contained in this Agreement shall be true and correct in all material respects. Further, the Development Agreement shall be effective, and Owner shall not be in default of any of its material obligations thereunder following receipt of notice and expiration of its opportunity for cure.
10.10 Reimbursement Procedures.
10.10.1 Upon Public Improvements Acceptance, the Owner shall submit a written request for the Reimbursement Amount ("Reimbursement Request") to the City for review and approval. The Reimbursement Request shall include any document, requirement, evidence or information in the Owner's possession or under the Owner's control that City may reasonably request with regard to the Public Improvements and Public Improvements Acceptance. This includes without limitation, copies of the notice to proceed with the Public Improvements, notice of completion of the Public Improvements, any and all contracts and change orders entered into to complete the design and construction of the Public Improvements, invoices and checks for payment of the design and construction of the Public Improvements, and any and all other documents required by this Agreement. The City will review and approve, if acceptable, the Reimbursement Request within thirty (30) calendar days following the date of submittal.
10.10.2 City will remit payment to the Owner for the Reimbursement Amount within thirty (30) calendar days following the Reimbursement Request approval by the City within the thirty (30) day period provided for in the preceding sentence.
10.10.3 Upon payment of the Reimbursement Amount, the City shall have no further financial obligation to Owner and the Owner shall be entitled to no further compensation, payment, fee credit, offset or reimbursement of any kind from the City for the construction of the Public Improvements.
11. Term. This Agreement shall expire upon full payment of the Reimbursement Amount, unless earlier terminated as provided herein; provided however, that the indemnification shall survive termination of the Agreement, and the insurance provisions in Section 14.4 shall survive the completion of the Public Improvements in accordance with its terms. Owner waives any right to reimbursement for the installation of the Public Improvements except as contained in this Agreement.
12. Standard of Care; Safety. Owner shall ensure that all work on the Public Improvements is performed in compliance in all material respects with City -approved plans, specifications and contract documents. Owner shall also ensure that all work is performed in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals and contractors in the same discipline in the State of California. Owner shall procure the services of professionals and contractors skilled in the professional calling necessary to design and construct the Public Improvements. All employees and subcontractors working on the Public Improvements shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform such work on the Public Improvements, and all such licenses and approvals shall be maintained throughout the term of their work on the Public Improvements. Owner shall ensure that it and its consultants and contractors execute and maintain their work so as to avoid 84683.001 - 434335.3
injury or damage to any person or property. In carrying out their work, they shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Public Improvements, a threat to the safety of persons or property, or any employee who fails or refuses to perform his or her work in a manner acceptable to the City, shall be promptly removed from the Public Improvements.
13. Indemnification. Owner shall defend (with counsel reasonable acceptable to City), indemnify and hold the City, its officials, officers, consultants employees and agents free and harmless from any and all third party claims, liabilities, losses, costs, expenses, damages or injuries to property or persons, including wrongful death, arising out of or incident to any acts, omissions (where there was a duty to act) or willful misconduct of Owner, its members, officials, officers, employees, agents, consultants and contractors with respect to this Agreement or the design, construction or installation of the Public Improvements, including without limitation, the payment of all reasonable attorneys' fees and other related costs and expenses however caused, regardless of whether the allegations are false, fraudulent, or groundless, except to the extent of any active negligence or misconduct of the City or its officials, officers, employees, or authorized volunteers..
At a minimum, this indemnification provision shall apply to the fullest extent of any warranty or guarantee implied by law or fact, or otherwise given to Owner by Owner's design consultant(s) or contractor(s) for the Public Improvements. In addition, this indemnity provision and any such warranties or guarantees shall not limit any liability under law of such consultants or contractors.
Owner's obligation to indemnify shall survive the expiration or termination of this Agreement for a period of one year, and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, officers, employees, or agents.
14. Insurance.
14.1 Requirement. Owner shall require all persons performing work on the Public Improvements, including its consultants, contractors, and subcontractors, to procure and maintain, at their expense, until full and adequate completion of the Public Improvements, insurance against claims for injuries to persons or damages to property which may arise out of or in connection with the performance of their work or that of their agents, representatives, employees or subcontractors.
14.2 Minimum Scope and Limits of Coverage. Such insurance shall provide City with coverage at least as broad as the latest version of the following:
14.2.1 General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001) with a combined single limit of $2,000,000; and
14.2.2 Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto) with a combined single limit of $1,000,000; and
14.2.3 Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance with a limit of at least $1,000,000 per occurrence.
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14.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Owner or the primary insured shall provide endorsements on forms reasonably approved by the City to add the following provisions to the insurance policies:
14.3.1 General Liability. The general liability policy shall be endorsed to state that: (A) the City, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to this Agreement or operations performed by or on behalf of the Owner, including materials, parts or equipment furnished in connection with such work; and (B) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and agents or, if excess, shall stand in an unbroken chain of coverage excess of the primary insured's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees or agents shall be excess of the primary insured's insurance and shall not be called upon to contribute with it in any way.
14.3.2 Automobile Liability. The automobile liability policy shall be endorsed to state that: (A) the City, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the primary insured or for which the primary insured is responsible; and (B) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and agents or, if excess, shall stand in an unbroken chain of coverage excess of the primary insured's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees or agents shall be excess of the primary insured's insurance and shall not be called upon to contribute with it in any way.
14.3.3 Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the primary insured.
14.3.4 All Coverages. Each insurance policy required by this Agreement shall be endorsed, to the extent then commercially available, to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees or agents.
14.4 Professional Liability Insurance. All architects, engineers, consultants or design professionals working on the Public Improvements shall be required to procure and maintain, for a period of five (5) years following completion of the Public Improvements, errors and omissions liability insurance with a combined single limit of not less than $2,000,000. This insurance shall be endorsed to include contractual liability.
14.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees and agents.
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14.6 Deductibles and Self -Insurance Retentions. City may require that any deductibles or self -insured retentions must be declared to and reasonably approved by the City.
14.7 Acceptability of Insurers. All policies of insurance shall be with companies licensed or approved by the State of California Insurance Commissioner and rated (i) A or better with respect to primary levels of coverage, and (ii) B+12 or better with respect to excess levels of coverage, in the most recent edition of Best's Insurance Guide and shall be issued and delivered in accordance with State law and regulations..
14.8 Verification of Coverage. Owner shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms reasonably satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on forms provided by the City if reasonably requested. All certificates and endorsements must be received and approved by the City before work commences on the Public Improvements. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Once City has reviewed any submitted insurance certificates or policies without further objection or correction thereto by City, such policies shall be deemed to comply with the requirements of this Agreement and any further right to object thereto shall be deemed waived and such submitted insurance policies shall be deemed to satisfy the terms of this Agreement until terminated or expiration.
15. Control and Payment of Subordinates; Independent Contractor. All work on the Public Improvements shall be performed by Owner or under its supervision. Owner and its contractors and consultants will determine the means, methods and details of performing the work subject to the requirements of this Agreement. City retains Owner on an independent contractor basis and not as an employee. Owner retains the right to perform similar or different work for others during the term of this Agreement. Any additional personnel performing the work under this Agreement on behalf of Owner shall also not be employees of City and shall at all times be under the exclusive direction and control of Owner or its contractors and consultants. All wages, salaries and other amounts due such personnel in connection with their performance of work under this Agreement and as required by law shall be paid by Owner or its consultants and contractors. Such entities shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social Security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
16. Termination. In the event of default by either party in the performance of any of its material obligations under the terms or conditions of this Agreement, the party alleging such default shall give the other party notice in writing specifying in reasonable detail the nature of the alleged default and the manner in which said default may be satisfactorily cured. The party receiving such notice shall have fifteen (15) days from the date of receipt of such notice to cure any monetary default and thirty (30) days from the date of receipt of such notice to cure any non -monetary default, provided, however, for non -monetary defaults, if the amount of time reasonably required to cure the breach exceeds said thirty (30) days, the breaching Party shall have such longer time period as may be reasonably required provided that the breaching Party has commenced to cure such default within that thirty (30) day period and thereafter diligently prosecutes such cure to completion not to exceed ninety (90) days. During any such cure period, the Party charged shall not be considered in default for purposes of termination or institution of legal proceedings or exercise of any other remedies for 84683.001 - 434335.3
such default. After notice and expiration of the applicable cure period, if such default has not been cured, the other party to this Agreement may at its option:
(a) Terminate this Agreement, in which event neither party affected by such termination shall have any further rights against or liability to the other with respect to this Agreement or the Property first arising thereafter; provided that if the City commences such termination proceedings, it shall give not less than thirty (30) days prior written notice thereof to Owner, which notice shall specify the grounds for termination and shall set a date, time and place for a public hearing before the City Council. At the noticed public hearing, the Owner and/or its designated representative shall be given an opportunity to make a full and public presentation to the City and to respond to the City's evaluation of Owner's performance, either orally or in a written statement, at such Owner's election. If, following the taking of evidence and the hearing of testimony at said public hearing, the City finds, based upon substantial evidence, that Owner is not in compliance with a specific, material term or provision of this Agreement, and failed to timely cure such failure within the applicable cure period, then the City may terminate this Agreement. (b) Institute equitable action to cure, correct or remedy any default, such as an action for injunctive relief or specific performance of the terms of this Agreement; provided, however, that in no event shall either Party be liable to the other for money damages for any default or breach of this Agreement except for provisions contemplating a monetary remedy specifically provided for in this Agreement to be paid to such Party, including, without limitation, the right of Owner to recover from City the reimbursements provided for in Section 10.1 or the express indemnity obligations of Owner set forth in this Agreement. Nothing herein shall preclude either Party from seeking reimbursement for amounts expressly required to be paid by one Party to the other under this Agreement including but not limited to the reimbursement payment to Owner or to recover attorneys' fees if it is the prevailing Party as provided herein.. It is expressly recognized that except as set forth above with respect to the limited remedies for monetary damages, injunctive relief and specific enforcement of this Agreement are the proper and desirable remedies. (c) Without limitation of the foregoing, the parties specifically acknowledge that the primary purpose of this Agreement is to document the conditions and terms of reimbursement to Owner if it decides, in its sole business judgment to proceed with the Project described in the Development Agreement. This Agreement shall not, under any circumstances, be construed or applied to expand the Owner's obligations to commence or complete the Project beyond that set forth in the Development Agreement and this Agreement shall be applied consistent with that purpose. In that regard and for those reasons, although this Agreement will be executed by the parties concurrent with the Development Agreement, this Agreement shall not be of any force or effect unless and until Developer decides to proceed with Project and the "Offsite Traffic Improvements" pursuant to and as provided and described in the Development Agreement. In any event City shall not have the right to specifically enforce against any Owner, nor in any way compel an Owner to either start or complete the Project, nor to seek any monetary damages from the Owner for an Owner's failure to start or complete the Project; provided, that, City shall have the right (i) to compel Owner, by an action for specific performance, to complete any public improvements which have been commenced and are partially completed , including, without limitation, bringing an action against any bonds posted to secure the construction of those improvements, (ii) to require Owner to dedicate any property and complete any public improvements which are required by the Project Approvals to be 84683.001 - 434335.3
dedicated and/or completed prior to occupancy of those Project improvements in fact constructed on the Property pursuant to this Agreement, (iii) and, once the effectiveness of this Agreement is triggered by the commencement of the Offsite Traffic Improvements, to recover money damages under the express indemnity provisions of this Agreement that are thereafter effective.
17. Labor/Prevailing Wages. Owner is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., and the implementing regulations promulgated thereunder (collectively, "Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements if it is determined that the Owner's contract(s) with its contractor(s) to construct the Public Improvements are "public works" contracts under the Prevailing Wage Laws. It is the responsibility of the Owner to ensure that each contractor and subcontractor hired to construct the Public Improvements by Owner comply with all applicable requirements of the Prevailing Wage Laws. Owner agrees to defend, indemnify and hold the City and its officials, officers, employees and agents free and harmless from any claim or liability including, without limitation, damages, penalties, attorneys' fees and court costs, arising from any failure or alleged failure to comply with these provisions of the Labor Code, including the Prevailing Wage Laws, in connection with construction of the Public Improvements by Owner.
18. Attorneys' Fees. In the event any action is commenced to enforce or interpret any term or condition of this Agreement, in addition to costs and any other relief, the prevailing party shall be entitled to its reasonable attorneys' fees, expert fees and other reasonable costs of defense.
19. Owner Assignment. In no event shall the Owner assign or transfer any portion of this Agreement without the prior express written consent of City, which consent may be given or withheld in City's reasonable discretion; provided, however, Owner shall be permitted to absolutely or collaterally assign its right to receive payments hereunder to any person or entity who acquires all or any part of the Property or who makes a loan secured by all or any part of the Property and Owner shall be permitted to assign this Agreement to any successor or assign of the Development Agreement who is a permitted assignee approved or deemed approved by the City.
20. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
21. Invalidity and Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
22. Cooperation; Further Acts. The parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
23. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County.
24. Labor Certification. By its signature hereunder, Owner certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured 84683.001 - 434335.3
against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code. Owner agrees to comply with such provisions to the extent applicable to Owner and to require its consultants to comply with such provisions before commencing any work on the Plans.
25. Time of Essence. Time is of the essence for each and every provision of this Agreement for which time is a requirement.
26. No Third -Party Beneficiaries. There are no intended third -party beneficiaries of any right or obligation assumed by the parties under the terms of this Agreement.
27. Construction; Captions. Since the parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any party. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
28. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
29. Notices. All notices permitted or required under this Agreement shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Such notices shall be mailed or otherwise delivered to the addresses set forth below, or at such other addresses as the respective parties may provide in writing for this purpose:
CITY OF BEAUMONT OWNER
City Manager
City of Beaumont
550 East 6th Street
Beaumont, CA 92223
Beaumont Regency AVG
Such notice shall be deemed made when personally delivered, upon fax confirmation of the sender, or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, certified mail, return receipt requested, to the party at its applicable address.
30. Authority to Enter into Agreement. City and Owner warrant that they have all requisite power and authority to execute and perform this Agreement. Each person executing this Agreement on behalf of their party warrants that he or she has the legal power, right, and authority to make this Agreement and bind his or her respective party.
31. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
32. Integration. This Agreement, together with the Development Agreement, represents the entire understanding of City and Owner as to those matters contained herein and supersedes and cancels any prior oral or written understanding, promises, or representations with respect to those 84683.001 - 434335.3
matters covered hereunder. This integrated Agreement may not be modified or altered except in writing signed by both parties hereto.
33. Severability and Waiver. The unenforceability, invalidity, illegality, or unconstitutionality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid, illegal, or unconstitutional. Waiver by any party of any portion of this Agreement shall not constitute a waiver of any other portion thereof.
34. Lender Protection Prior to Lender Possession. Owner may enter into mortgages, deeds of trust and other security instruments described in the following sentence secured by Owner's interest in the Property. The holder or beneficiary of any indenture of mortgage or deed of trust, hypothecation, pledge, assignment for security purposes, bond, grant of taxable or tax exempt funds from a governmental agency or other security interest or any documents constituting or relating to a sale -leaseback transaction ("Lender") shall have no obligation or duty under this Agreement to construct or complete the construction of improvements, or to guarantee such construction or completion, and shall not be obligated to pay any fees or charges which are liabilities of Owner or Owner's successors -in -interest, but such Lender shall otherwise be bound by all of the terms and conditions of this Agreement which pertain to the Property or such portion thereof in which Lender holds an interest.
(a) Lender in Possession. A Lender who comes into possession of the Property, or any portion thereof, pursuant to foreclosure of a mortgage or deed of trust, or a deed in lieu of foreclosure, shall not be obligated to pay any fees or charges which are obligations of Owner and which remain unpaid as of the date such Lender takes possession of the Property or any portion thereof; provided, however, that a Lender shall not be eligible to apply for or receive Project Approvals with respect to the Property, or otherwise be entitled to develop the Property or devote the Property to any uses or to construct any improvements thereon other than the development contemplated or authorized by this Agreement and subject to all of the terms and conditions hereof, including payment of all fees (delinquent, current and accruing in the future) and charges, and assumption of all obligations of Owner hereunder; provided, further, that no Lender, or successor thereof, shall be entitled to the rights and benefits of Owner hereunder or entitled to enforce the provisions of this Agreement against the City unless and until such Lender or successor in interest qualifies as a recognized Assignee of this Agreement and makes payment of all delinquent and current City fees and charges pertaining to the Property. (b) Notice of Owner's Breach Hereunder. If the City receives notice from a Lender having a secured interest in the property within the Project requesting a copy of any notice of default given to Owner hereunder and specifying the address for notice thereof', then the City shall deliver to such Lender, concurrently with service thereon to Owner, any notice given to Owner with respect to any claim by the City that Owner is in default, and if the City makes a determination of non-compliance, the City shall likewise serve notice of such noncompliance on such Lender concurrently with service thereof on Owner.
(c) Lender's Right to Cure. Each Lender shall have the right (but not the obligation) for a period of sixty (60) days after the expiration of the time period for cure provided to Owner pursuant to Section 4.1 to cure or remedy, or to commence to cure or remedy, the default claimed or the areas of noncompliance set forth in the City's notice. If the default or such 84683.001 - 434335.3
15
noncompliance is of a nature which can only be remedied or cured by such Lender upon obtaining possession, such Lender may seek to obtain possession with diligence and continuity through a receiver or otherwise and may thereafter remedy or cure the default or noncompliance within sixty (60) days after obtaining possession. If any default or noncompliance cannot, with diligence, be remedied or cured within such sixty (60) day period, then such Lender shall have such additional time as may be reasonably necessary to remedy or cure such default or noncompliance if such Lender commences cure during such sixty (60) day period and thereafter diligently pursues such cure to completion. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to permit or authorize any Lender to undertake or continue construction or completion of any improvements comprising the Project (beyond the extent necessary to conserve or protect improvements or construction already completed) without first having expressly assumed the defaulting Owner's obligations under this Agreement.
(d) Other Notices by the City. A copy of all other notices given by the City to Owner pursuant to the terms of this Agreement shall also be sent to any Lender who has requested such notices at the address provided to the City by the Lender. (e) Right to Encumber. The City agrees and acknowledges that this Agreement shall not prevent or limit Owner of any interest in the Property, or any portion thereof, at any time or from time to time in any manner, at such Owner's sole discretion, from encumbering the Property, the improvements thereon, or any portion thereof with any mortgage, deed of trust, sale and leaseback arrangement or other security device.
(f) Reasonable Modifications. The City agrees that it shall consider and adopt as Minor Amendments such other industry standard provisions requested by Owner to obtain financing if the same is requested by a Lender in order to protect its collateral under any deed of trust, mortgage or other security instrument, provided the same does not materially diminish the interests of the City under this Agreement.
35. Provisions Relating to Anchor Tenant.
35.1 Anchor Tenant Rights and Obligations.
(a) Anchor Tenant Takeover Rights. The City hereby acknowledges that Owner intends to enter into a ground lease agreement with a nationally recognized anchor retailer (the "Anchor Tenant") for a significant portion of the Property ("Anchor Tenant Premises"), along with certain other related agreements including, without limitation, a Site Development Agreement with the Anchor Tenant ("SDA"). The City hereby acknowledges that the SDA will obligate Owner to perform the construction of certain improvements within the Project (such as, by way of example but not limitation, parking areas, drive aisles, and other common area improvements), and will also obligate Owner to perform the Offsite Traffic Improvements as required under this Agreement and the Development Agreement. The SDA will further provide the Anchor Tenant certain rights, but not the obligation, to take over and perform one or more of Owner's obligations under the SDA pursuant to the terms more particularly set forth in the SDA ("Anchor Tenant Takeover Right").
Upon execution of its lease, the Anchor Tenant shall have the rights and obligations of an Owner under the Development Agreement as to, and solely as to, its leased Anchor Tenant Premises, and shall have no obligation or duty under this Agreement or the Development Agreement to construct 84683.001 - 434335.3
or complete the construction of the Offsite Traffic Improvements or to guarantee such construction or completion, and shall not be obligated to pay any fees or charges which are liabilities of Owner or Owner's successors -in -interest under this Agreement. Notwithstanding the foregoing, in the event that the Anchor Tenant exercises the Anchor Tenant Takeover Right under the SDA, the Anchor Tenant shall have the right, but not the obligation, by written notice to City, to assume Owner's obligations under this Agreement to perform the Offsite Traffic Improvements in accordance with the terms and conditions of this Agreement ("Anchor Tenant Assumption"). (b) Anchor Tenant Payment of Fees; Reimbursement. Anchor Tenant shall not be obligated to pay any fees or charges which are obligations of Owner under this Agreement; provided, however, that any development of the Anchor Tenant Premises shall be subject to the Project Approvals applicable to the Anchor Tenant Premises and subject to all of the terms and conditions hereof, including payment of all fees (delinquent, current and accruing in the future) and charges, and assumption of all obligations of Owner hereunder that are applicable to the development of the Anchor Tenant Premises. In the event that the Anchor Tenant exercised the Anchor Tenant Takeover Rights under the SDA and completes the Offsite Traffic Improvements as required under this Agreement, the Anchor Tenant shall be entitled to such reimbursements as is owing by the City under this Agreement, less any amounts of such reimbursement as has been previously paid by the City to Owner.
(c) Notice of Owner's Breach Hereunder. If the City receives notice from the Anchor Tenant requesting a copy of any notice of default given to Owner hereunder and specifying the address for notice thereof, then the City shall deliver to such Anchor Tenant, concurrently with service thereon to Owner, any notice given to Owner with respect to any claim by the City that Owner is in default, and if the City makes a determination of non-compliance, the City shall likewise serve notice of such noncompliance on such Anchor Tenant concurrently with service thereof on Owner. (d) Anchor Tenant's Right to Cure. The Anchor Tenant shall have the right (but not the obligation) for a period of sixty (60) days after the expiration of the time period for cure provided to Owner under this Agreement to cure or remedy, or to commence to cure or remedy, the default claimed or the areas of noncompliance set forth in the City's notice. If any default or noncompliance cannot, with diligence, be remedied or cured within such sixty (60) day period, then such Anchor Tenant shall have such additional time as may be reasonably necessary to remedy or cure such default or noncompliance if such Anchor Tenant commences cure during such sixty (60) day period and thereafter diligently pursues such cure to completion. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to permit or authorize any Anchor Tenant to undertake or continue construction or completion of any Offsite Traffic Improvements without first having delivered to the City the Anchor Tenant Assumption.
36. Judicial Reference. If City and Owner have a dispute, claim, or controversy in law or in equity related to the terms of this Agreement, the parties agree to first engage in discussions to attempt in good faith to negotiate a resolution of the dispute, claim, or controversy in question. The parties shall meet in an informal setting to attempt to resolve any disputes promptly but in no event later than 15 business days after the determination of a dispute, claim, or controversy has occurred pursuant to notice by one party to the other party. If any claim or controversy that arises out of or relates to, directly or indirectly, this Agreement cannot be settled by the parties within fifteen (15) business days after either party is first provided written notice of the claim or controversy by the 84683.001 - 434335.3
other, the matter shall be determined by judicial reference pursuant to the provisions of California Code of Civil Procedure Sections 638 through 645.1, except as otherwise modified herein. The parties shall cooperate in good faith to ensure that all necessary and appropriate parties are included in the judicial reference proceeding. In the event that a legal proceeding is initiated based on any such dispute, the following shall apply: (a) the proceeding shall be brought and held in Riverside County, California, unless the parties agree to a different venue; (b) the parties shall use the procedures adopted by the judicial arbitration and mediation service (jams) in Riverside County, California, for judicial reference and selection of a referee (or any other entity offering judicial reference dispute resolution procedures as may be mutually acceptable to the parties); (c) the referee must be a California state retired judge or otherwise approved by both parties in their sole discretion; (d) the referee shall have the power to try any and all of the issues raised, whether of fact or of law, which may be pertinent to the matters in dispute, and to issue a statement of decision thereon. Any dispute regarding the selection of the referee shall be resolved by JAMS or the entity providing the reference services, or, if no entity is involved, by the court in accordance with California Code of Civil Procedure Sections 638 and 640; (e) the referee shall be authorized to provide all remedies available under this agreement and appropriate under the circumstances of the controversy; (f) the referee may require one or more pre -hearing conferences; (g) the parties shall be entitled to discovery, and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge; (h) a stenographic record of the reference proceedings shall be made; (i) the referee's statement of decision shall contain findings of fact and conclusions of law to the extent applicable; (j) the referee shall have the authority to rule on all post -hearing motions in the same manner as a trial judge; (k) the parties shall promptly and diligently cooperate with each other and the referee and perform such acts as may be necessary for an expeditious resolution of the dispute; and (1) the statement of decision of the referee upon all of the issues considered by the referee shall be binding upon the parties, and upon filing of the statement of decision with the clerk of the court, or with the judge where there is no clerk, judgment may be entered thereon. The decision of the referee shall be appealable as if rendered by the court. This provision shall in no way be construed to limit any valid cause of action which may be brought by any of the parties. The parties acknowledge and accept that there is no jury in a judicial reference proceeding.
NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "JUDICIAL REFERENCE" PROVISION DECIDED BY JUDICIAL REFERENCE AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE
SPACE BELOW YOU ARE GIVING UP YOU JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "JUDICIAL REFERENCE" PROVISION. IF YOU REFUSE TO SUBMIT TO JUDICIAL REFERENCE
AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO USE THAT
JUDICIAL REFERENCE PROCEEDING UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS JUDICIAL REFERENCE PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "JUDICIAL REFERENCE" PROVISION TO RESOLUTION BY THE REFEREE.
84683.001 - 434335.3
18
CITY'S INITIALS OWNER'S INITIALS
[Signatures on following pages]
84683.001 - 434335.3
19
SIGNATURE PAGE TO REIMBURSEMENT AGREEMENT FOR PUBLIC
IMPROVEMENTS
IN WITNESS WHEREOF, the parties have executed this Agreement as the dates set forth Below:
OWNER:
BEAUMONT REGENCY AVG
By:
Print Name:
Title:
CITY:
CITY OF BEAUMONT
By:
Print Name:
Title:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
84683.001 - 434335.3
EXHIBIT A
PROPERTY
84683.001 - 434335.3
A-1
EXHIBIT B
PUBLIC IMPROVEMENTS
1. Oak Valley Parkway Roadway Improvements. Complete the following roadway improvements all in accordance with the Conditions of Approval for the Project:
a. Dedicate necessary right-of-way and construct street, curb, gutters, medians, sidewalks, driveway approaches, and access ramps along Oak Valley Parkway. b. Mill and overlay along the existing portion of Oak Valley Parkway from street centerline and/or edge of raised median to edge of pavement, coincident with the project boundary and extending beyond the project boundary to the end of the lane reduction, approximately 700 -feet east of Oak View Drive centerline and also being the east property line of parcel identified as APN 414-070-008. The overlay is to be applied after all other construction has occurred. Construct full AC/AB section in accordance with City standards for new widened portion of Oak Valley Parkway.
c. Install signage, striping and pavement markings in Oak Valley Parkway. d. Install streetlights, pull boxes and conduit along Oak Valley Parkway per approved Conditions of Approval for the project.
e. Install median and parkway landscaping/irrigation along Oak Valley Parkway.
2. Dry Utilities. Underground or relocate SCE, phone, and other overhead utility lines along the Oak Valley Parkway frontage per approved Conditions of Approval for the Project.
3. Wet Utilities. Construct, reconstruct, or relocate sewer, water, storm drain, fire service, or others as necessary to facilitate the Off -Site Traffic Improvements all in accordance with the Conditions of Approval for the Project.
4. Traffic Signals and Intersection Improvements. Complete the following traffic signal installations or modifications and intersection improvements all in accordance with the Conditions of Approval for the Project:
a. Installation of a traffic signal at the intersection of Desert Lawn Drive and Oak Valley Parkway.
b. Installation of a traffic signal at the intersection of Elm Avenue at Oak Valley Parkway.
Intersection improvements shall include striping crosswalks on all legs. c. At intersection of Golf Club Drive at Oak Valley Parkway, construct the south leg of the intersection and provide dual exclusive northbound left -turn lanes, a shared northbound 84683.001 - 434335.3
through/right-turn lane, and two inbound lanes. Restripe the north leg of the intersection to provide a southbound through lane. Widen and restripe the west leg of the intersection to provide two additional eastbound through lanes and an exclusive eastbound right -turn lane. Widen and restripe the east leg of the intersection to provide an exclusive westbound left -turn lane and two additional eastbound departure lanes.
Modify the existing traffic signal for eight -phase operation. Stripe crosswalks on the south and east legs.
d. At intersection of Oak Valley Plaza at Oak Valley Parkway, construct the south leg of the intersection and provide an exclusive northbound left -turn lane, a shared northbound through/right-turn lane, and one inbound lane. Restripe the north leg of the intersection to provide convert the exclusive southbound right -turn lane to a shared southbound through/right-turn lane. Widen and restripe the west leg of the intersection to provide one additional eastbound through lane and a shared eastbound through/right-turn lane.
Widen and restripe the east leg of the intersection to provide an exclusive westbound left -turn lane and two additional eastbound departure lanes. Modify the existing traffic signal for eight -phase operation. Stripe crosswalks on the south and east legs. e. At intersection of Oak View Drive at Oak Valley Parkway, widen and restripe the west leg of the intersection to provide two additional eastbound through lanes. Widen and restripe the east leg of the intersection to provide two additional eastbound departure lanes. Modify the existing traffic signal. Stripe a crosswalk on the east leg. f. At Project Driveway 1 at Oak Valley Parkway, construct the south leg of the intersection and one inbound lane. Widen and restripe the west leg of the intersection to provide one additional eastbound through lane and one exclusive eastbound right -turn lane. Widen and restripe the east leg of the intersection to provide two additional eastbound departure lanes.
Other Costs Directly Related to the Construction of the Off -Site Traffic Improvements. Third party design, project management, City permits, inspections, insurances, general conditions, and contingencies as permitted by this Agreement and the Offsite Traffic Reimbursement Agreement.A11 of the forgoing Offsite Traffic Improvements are described in more detail in the conditions of approval for the Project Approvals. In the event of a conflict between this Exhibit and the Project Approvals, the Project Approvals shall prevail. 84683.001 - 434335.3
EXHIBIT B
PUBLIC IMPROVEMENTS
cop CeiM!a'F'a1ide 41Y rl
BIXIGET WitAIDOWN
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p 25 Nitt.
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Bid Usti: SiBRIM
offset
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F
1,36f1 4F SF
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x Co.C
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2,s,
x3,r70�^,
-014
&inn and NesiliikilL
39.1!
817
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Ie gel', 1l'F411 1500
-
By
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-
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IV7±►4
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-
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13=9,.B7'4
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179 190
-I ni
€r ril COi&Oli&+.4tee it pfr* illowanter
4Q,i}dd
41/1411
• -' r0
Fry+-I'limes Lifkivroungs 1SCf, Itge , 5 i
1.718.9.0
1.7#0,4+19,
Y' 4iXi
lriirlAt Corihhi1 ANoviiimee
75,000
15,000
Yr eEla 31tA
Ut1ti'l s • Firs Water
Pr .
Warr Utilities • Walt -r
_
-540
Site LWl rn• - Sewer
5₹pan
57 029
• —6
!,fre irl'Vrsl - Aorm
-
,. -71#1
AC Pa oArm ii
676,50I
3 3
Yr
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7;300
7E
Ste tancriAA-
3.15,493
UiSr493
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1 Ms
3.71 „LAB
• _Iy
Cove, a
-
we
�ty0yy
_�y.+�C,6,
iiii4M ICAlin it,��+�
-
.{e a
'lid '
36-0i.V
�
4M 3+ ipl kA/Si kern
2A37.100
q�p i,,n.W
�fX7,8
Y 0.-2:
j_urancx 1.S 5Ciii
IOO 794
-206
B s Risk lesural?ve 0,0iXrit
-r
11.204
Der & Isitirmert 14441 04 0+11
-
-
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287,1,63
-
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49D,C9B
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E _alelflorl(RiarikriVrmiadliEirli €1.00:46
TOTAL
:,894,853
84683.001 - 434335.3
EXHIBIT B
PUBLIC IMPROVEMENTS
84683.001 - 434335.3
EXHIBIT C
DESIGN, BID AND CONTRACTING MINIMUM REQUIREMENTS
Design, Plan Approval, and Bidding Phase
A. Bidding Documents. Unless otherwise noted, the bidding documents shall conform to the following minimum requirements and shall be submitted to City for its prior written approval before release for bid. City shall review and approve, conditionally approve, or disapprove the bidding documents within fifteen (15) days after receipt:
1. Unless impractical due to the nature of the Public Improvements, the bid proposal shall be unit priced rather than lump sum or time and materials.
2. It is recommended that the bidding documents require the bidder/contractor to provide the following bonds:
a. Bid Bond - 10% of the amount of the bid.
3. The bidding documents shall require the successful bidder to provide evidence of comprehensive public liability insurance in an amount established by the City.
4. The bidding documents shall provide for monthly progress payments to the contractor.
5. The contractor shall be required to pay prevailing wages (in accordance with Articles 1 and 2 of Chapter 1, Part 7, Division 2 of the Labor Code) 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/counties and as required by the procedures and standards of City with respect to the construction of its public works projects or as otherwise approved by the City.
6. The bidding documents must clearly state the time, date, and place where bids are to be submitted and opened.
7. The bidding documents shall clearly state the amount of time to complete the work. The time allowed must be reasonable for the amount of work. Accelerated construction time allowances must be supplemental bid and are not eligible for public reimbursement unless previously approved by the City's Public Works Director.
8. The bid documents must require the contractor to provide 100% faithful performance and 100% labor/materials bonds. [CONFIRM]
84683.001 - 434335.3
9. Owner shall keep a list of bidders with e-mail addresses, and addenda should be sent via email to ensure quick receipt.
10. Conditioned bids shall not be accepted.
B. Owner may pre -qualify bidders in accordance with California Public Contract Code Section 20101, by requiring all persons interested in bidding on any portion of the Public Improvements to submit current financial statements and a pre -qualification questionnaire in a form approved by City, and by scoring each submission based on reasonable, objective criteria reasonably acceptable to City. Owner must implement an appeals procedure for responding to disputes in compliance with California Public Contract Code Section 20101(d).
If Owner elects to pre -qualify bidders, only those bidders who have submitted complete pre -qualification packets and obtained the minimum required score based on the objective rating system adopted by Owner (and approved by City) shall be permitted to bid on any portion of the construction work for the Public Improvements.
C. Owner shall keep a log of all persons obtaining pre -qualification questionnaires and/or bidding documents and all persons who submit pre -qualification questionnaires and/or bids and their mailing addresses.
D. Addenda shall be mailed by first class mail (or submitted by confirmed electronic transmission) to all bidding document holders and the City's Public Works Director at the same time. The last addendum shall be issued no later than three (3) Business Days prior to the date of opening bids.
E. Submitted bids shall be in sealed envelopes.
F. Bids shall not be accepted after the stated time for submission.
G. Bid opening shall be conducted by Owner at Owner's place of business or other site mutually acceptable to Owner and City's Public Works Director.
H. Sealed bids shall be opened and read aloud immediately following the submission time. The City's Public Works Director shall be invited to attend the bid opening.
I. Conditioned bids, unless the bid proposal lists them for all to bid on, shall not be accepted.
J. The arithmetic of the lowest bid proposals received shall immediately be checked for errors.
K. All bids received shall be provided to the City's Public Works Director. The City's Public Works Director may, in his or her reasonable discretion, reject any and all bids that he or she determines to be nonresponsive.
84683.001 - 434335.3
L. Award shall be made to the lowest responsible qualified bidder within five (5) Business Days after the bid opening. At least three (3) bids must be received for each Construction Contract to be awarded.
M. A preconstruction meeting shall be held with the contractor prior to beginning the work. A City representative shall be invited to attend the meeting.
N. The Notice to Proceed shall be issued within a reasonable period following the contract execution.
Construction Phase
A. The City's Public Works Director shall be provided a copy of the construction schedule.
B. Owner shall require the contractor to conduct weekly construction status meetings to which the City's Public Works Director shall be invited.
C. Any additional costs incurred solely for the benefit of Owner, such as accelerating the construction schedule, shall not be eligible for reimbursement unless previously approved by the City's Public Works Director.
D. Any additional construction costs incurred due solely to unexcused delays caused by Owner following commencement of construction shall not be eligible for reimbursement under this Agreement.
E. All contracts and construction related records shall be available to City as and when required for the final determination of eligible costs for reimbursement.
F. Owner must file a Notice of Completion within thirty (30) days of City's approval of the Public Improvements (determining substantial completion).
G. Owner must comply with all applicable requirements of the Public Contract Code with regard to stop notices and liens filed.
H. Owner shall make prompt payment to all contractors and subcontractors.
I. Amounts reflected in any stop notice properly filed against Owner or City shall be withheld from progress payments to contractors/subcontractors.
J. All public improvements constructed by Owner are subject to inspection by or on behalf of the City Engineer. Construction shall be scheduled to allow for periodic inspection by the City Engineer or his designee. The Owner's contractor will be required to provide adequate quality assurance and quality control measures to ensure all public improvements are constructed in accordance with the Standard Specifications for Public Works Construction or
84683.001 - 434335.3
Caltrans Standard Specifications, as appropriate for the work to be constructed.
General
Any deviation from these rules must be approved by either the City Manager, Public Works Director, or City Engineer or their designees.
84683.001 - 434335.3
EXHIBIT D
FORM OF PERFORMANCE AND PAYMENT BONDS
84683.001 - 434335.3
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STA TE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL 1:
LOTS 38, 39, 40, 41, 43, 44, AND 45 INCLUSIVE, OF BEAUMONT HEIGHTS, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN PER MAP ON FILE IN BOOK 8, PAGE 53
OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, TOGETHER WITH THAT PORTION OF
THE UNNAMED STREET AS SHOWN BY MAP OF THE ABOVE MENTIONED BEAUMONT HEIGHTS, LYING WITHIN THE NORTH HALF OF SECTION 4, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, ADJOINING LOTS 43, 44, AND 45 OF THE WEST AS VACATED BY RESOLUTION RECORDED AUGUST 14, 1968 AS INSTRUMENT NO. 78782 OF OFFICIAL RECORDS, RIVERSIDE COUNTY.
EXCEPTING THOSE PORTIONS CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED OCTOBER 17, 1967 AS INSTRUMENT NO. 91449 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY CALIFORNIA.
ALSO EXCEPTING ALL MINERAL AND OIL RIGHTS AS RESERVED BY HANNAH M. HOUGHTELIN IN DEED RECORDED IN DEED RECORDED JULY 24, 1936 IN BOOK 287, PAGE 520 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL 2:
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 3 SOUTH, RANGE 1
WEST SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF BEAUMONT, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, LYING EASTERLY OF THE EASTERLY LINE, OF THE LAND DESCRIBED IN PARCELS 8F AND 8G OF THE FINAL ORDER OF CONDEMNATION IN CASE NO. 77829 OF THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF RIVERSIDE, A CERTIFIED COPY OF WHICH WAS RECORDED MARCH 31, 1964 AS INSTRUMENT NO. 39647 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND L YING EASTERLY OF THE EASTERLY LINE OF THE LAND DESCRIBED IN PARCEL NO. 1 OF THE FINAL ORDER OF CONDEMNATION IN CASE NO. 32726 OF THE SUPERIOR COURT OF THE
STA TE OF CALIFORNIA, IN AND FOR THE COUNTY OF RIVERSIDE, STA TE OF CALIFORNIA, A CERTIFIED COPY OF WHICH WAS RECORDED AUGUST 03, 1943 /N BOOK 587, PAGE 380 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY CALIFORNIA, AND LYING SOUTHEASTERLY OF THE
SOUTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BY DEED RECORDED OCTOBER 17, 1967 AS INSTRUMENT NO. 91452 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY CALIFORNIA.
EXCEPTING THEREFROM THAT PORTION, IF ANY IN JACKSON ROAD.
ALSO EXCEPTING THEREFROM ONE-HALF OF ALL OIL, GAS, AND MINERAL RIGHTS, AS RESERVED IN DEED FROM R. J. STRUTHERS AND MARGARET E. STRUTHERS, RECORDED AUGUST 28, 1946 /N BOOK 768, PAGE 240 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
40,
ZASEfrigi<7.
61 HIGH GMU K4
LL
30 ZAszivigt7
HIGH
RZTAINING
KALL
PPop,o
SI
III' -4"
25' MIN.
ETBAG
TYP.
O•
GES\GN
MAJOR 3
50,000 SF
(Max height 30')
TAX PARCEL NO.
414-070-008; 414-080-001;
414-080-002; 414-080-003;
414-080-004; 414-080-005;
414-080-006; 414-090-019
0 •
r
00000000
00000000
HOME
00000000
16 131
i
E\AR
TOP OF SLOPE
TOP OF
2:1 SLOPE MAX.
SAN TIMOTEO CANY
ors
MONUMENT
SIGN
0000000000000000000000000000
00000000000000000000000000o0
c0000000cr000000ac00000caDo
ceeeoeeeooeeecoeeeoeeeoeeeo
0000000000000000000000000000
0000000000000000000000000000
0000000000000000000000000000
OAK VALLEY KWY
MORENO VALLEY FRWY
UMENT
SIGN
MAJOR 1
147,624 S.F.
0000000000000000000000000000
0000
0000000000000000000000000000
000000. ..
0000000000000000000000000000
NOBLE CREEK
CI o
z
z
17 64'
4 *
56'
,14'-IO"
33 4 *
\ x7 -
SITE SUMMARY
LAND
BUILDING AREA
• RETAIL
• RESTAURANT
LAND -TO -BUILDING RATIO
COVERAGE
PARKING
± 28.95 AC
• RETAIL (247,868 SF) @ 1/200
• REST. (32,073 SF) @ 1/100
TOTAL REQUIRED
PARKING PROVIDED
• STANDARD STALLS (9'X19')
• ACCESSIBLE STALLS
TOTAL PROVIDED
PARKING RATIO
± 1,260,947 SF
279,941 SF
247,868 SF
32,073 SF
4.5/1
22.2%
1,239 STALLS
321 STALLS
1,560 STALLS
1,328 STALLS
51 STALLS
1,379 STALLS
4.92/1000
PER BEAUMONT ZONING ORDINANCE, CHAPTER
17.05, SECTION 17.05.040 TABLE 17.05-1
ELECTRICAL VEHICLE CHARGING STATIONS
(SVGS) TAB;E 11B-228.3.2.1 CBC 2023
EV PARKING PROVIDED
EV CAPABLE
EVCS
• STANDARD ACCESSIBLE
• VAN ACCESSIBLE
• AMBULATORY
TOTAL
214 STALLS
71 STALLS
2 STALLS
1 STALL
2 STALLS
285 STALLS
SCALE: 60'
03 18 2025
PRELIMINARY SITE PLAN
OVERALL
OAK VALLEY VILLAGE SEC 1-10 & Oak Valley Pkwy Beaumont, CA 1
internal illuminated sign
boardform conc. panel
EIFS, paint C-1 Target Red
Natural Stone Veneer -
EL= 128" -Or'
R ' ow — o wu
EL -
-.1*----
NRIEL
12' -0" Dia Bullseye w/ text stacked SBUX internal illuminated sign, behind glass
EFS, paint C-214 Eagle Rock
EFS, paint C-36 River Reflections
Metal Canopy
EFS, paint C-207 Cumulus Cloud Nichiha Cement Fiber,.
24,E H CAS sign, Wood -Look Panels
internal illuminated
as Rainscreen Veneer
NORTH ELEVATION
114P -O"
EL= 121'-0"
di � — — — gal .
EIFS, paint C-1 Target Red wit boardform conc. panel at base 4!Q" dia CCU logo w/ text and arrow, internal illuminated sign White OPU vinyl sign on glass
EFS, FS, paint C-1 Target Red
boat
form conc. panel
Nichiha Cement Fiber,
Wood -Look Panels
as Rainscreen Venocr
12'-0" Dia Bullseye w/ text stacked
internal illuminated sign
I
EL= 126'-0"
4'-0" dia DU logo w/ text stacked,
internal illuminated sign
Metal Canopy
Metal Canopy
EL= 128'-0"
Nichiha Cement Fiber,
Wood -Look Panels
as Rainscreen Veneer
•
EFS, paint C-36 River Reflections
EFS, paint C-207 Cumulus Cloud
EFS, paint C-214 Eagle Rock
DU post and panel sign
EL= 126'-0"
O
EFS, paint C-1 Target Red
10'-0" Dia Bullseye
internal illuminated sign
EL= 130'-0"
•
nrin
EL= 124'-0"
EAST ELEVATION
COLOR KEY
or
C -207 CUMULUS CLOUD
C-36 RIVER REFLECTIONS
C-214 EAGLE ROCK
C-1 TARGET RED
`ZENITH GREY' SIERRACUT24 BY ELDORADO STONE
NICHIHA, VINTAGEWOOD- BARK
0 5'
15'
30'
55'
90'
0 202
ELEVATIONS MAJOR 1
OAK VALLEY VILLAGE SEC 1-10 & Oak Valley Pkwy Beaumont, CA 2
NRIEL
EFS, paint C-1 Target Red
�r EL= 1301-0"
EL= 125r-0
• r,
EFS, paint C-214 Eagle Rock
EFS w paint C-36 River Reflections
EFS, paint C-207 Cumulus Cloud
SOUTH ELEVATION
Clerestory windows
AAE
EL= 124'-0"
Clerestory windows
EL= 126'-0"
EIFS, paint C-1 Target Red w/ boardform conc. panel at base EFS, paint C-36 River Reflections
EFS, paint C-207 Cumulus Cloud
EFS, paint C-214 Eagle Rock
EL= 128'-0"
• _
veto
WEST ELEVATION
COLOR KEY
C -207 CUMULUS CLOUD
C-36 RIVER REFLECTIONS
C-214 EAGLE ROCK
C-1 TARGET RED
`ZENITH GREY' SIERRACUT24 BY ELDORADO STONE
NICHIHA, VINTAGEWOOD- BARK
0 5'
15'
30'
55'
90'
0 202
ELEVATIONS MAJOR 1
OAK VALLEY VILLAGE SEC I-10 & Oak Valley Pkwy Beaumont, CA 3
LEGEND
01 `WHISPER' DEW340 BY DUNN EDWARDS
02 `WHISPER GRAY' DEC785 BY DUNN EDWARDS
03 'FINE GRAIN' DE6213 BY DUNN EDWARDS
26'
NORTH ELEVATION
EAST ELEVATION
02 04 01
25'
0 2'
8'
24'
28'
35'-8"
02 SOUTH ELEVATION
48'
09 07 04
Major 2
03 01 10
•
04 `TRAIL DUST' DE6123 BY DUNN EDWARDS
05 `OYSTER' DEC748 BY DUNN EDWARDS
06 `BLACK BEAN' DE6385 BY DUNN EDWARDS
0 202
06 05 05
05 02 03 10
05 01 11
Stepped frame opening
21'
33'-3"
05 01
3 07 `WHITE OAK' METAL SLATS
08 REFINISHED (E) RETAINING WALL
09 STOREFRONT COLOR TO MATCH (06) `BLACK BEAN'
Clay roof tile
03 04 02 10
03 10
Tenant signage
04 /////,,,,./771/7/7/71///17 /7///.I Z / // // �,/,%/A7// //7//17/z ////7„ 05 07
25'-1 Y"
01 03 02
25'
Shops 1
01 01
10 `HIDDEN CREEK' SIERRACUT24 BY ELDORADO STONE
11 PAINTED METAL VINE TRELLIS TO MATCH (06) `BLACK BEAN' 12 `GRAPHITE' FLAT CLAY ROOF TILE BY CLAYMEX
06 09
22'
01 04
25'-6"
Awning w/ metal slat infill
11 31' 6"
02 01
10 0'
07 05
Retail 1
Vertical green screen
28'
03 06 02 05 01
10 NAIEL
12 02
Metal slat awning
•
1 WEST ELEVATION
04 T
06 1
26'
ELEVATIONS MAJOR 2 SHOPS 1 RETAIL 1
01 05
25'
Tl
04 I
•
OAK VALLEY VILLAGE SEC 1-10 & Oak Valley Pkwy Beaumont, CA 4
LEGEND
01 `WHISPER' DEW340 BY DUNN EDWARDS
02 `WHISPER GRAY' DEC785 BY DUNN EDWARDS
03 'FINE GRAIN' DE6213 BY DUNN EDWARDS
04 `TRAIL DUST' DE6123 BY DUNN EDWARDS
05 `OYSTER' DEC748 BY DUNN EDWARDS
06 `BLACK BEAN' DE6385 BY DUNN EDWARDS
EAST ELEVATION
07 `WHITE OAK' METAL SLATS
08 REFINISHED (E) RETAINING WALL
09 STOREFRONT COLOR TO MATCH (06) `BLACK BEAN'
10 `HIDDEN CREEK' SIERRACUT24 BY ELDORADO STONE
11 PAINTED METAL VINE TRELLIS TO MATCH (06) `BLACK BEAN' 12 `GRAPHITE' FLAT CLAY ROOF TILE BY CLAYMEX
12 07
04 03 01
I l l l l l l l l l i i i
03 02 10
06 03 05
01 05 12
05 01 07 10
4555 � M1
ti. `yp.
10 07 01 05
07 04 03 06
02 03 01
07 01 05
01 Pile. //. / '
WEST ELEVATION
06 2'
07 01 05
25'-4"
04 03 02
23'-2"
1 SOUTH ELEVATION
NORTH ELEVATION
11 01
24-6"
05 06
10 07 12
NRIEL
0 2'
8'
24'
48'
0 202
ELEVATIONS SHOPS 2
OAK VALLEY VILLAGE
SEC 1-10 & Oak Valley Pkwy Beaumont, CA 5
LEGEND
01 `WHISPER' DEW340 BY DUNN EDWARDS
02 `WHISPER GRAY' DEC785 BY DUNN EDWARDS
03 'FINE GRAIN' DE6213 BY DUNN EDWARDS
04 `TRAIL DUST' DE6123 BY DUNN EDWARDS
05 `OYSTER' DEC748 BY DUNN EDWARDS
06 `BLACK BEAN' DE6385 BY DUNN EDWARDS
NORTH ELEVATION
07 `WHITE OAK' METAL SLATS
08 REFINISHED (E) RETAINING WALL
09 STOREFRONT COLOR TO MATCH (06) `BLACK BEAN'
10 `HIDDEN CREEK' SIERRACUT24 BY ELDORADO STONE
11 PAINTED METAL VINE TRELLIS TO MATCH (06) `BLACK BEAN' 12 `GRAPHITE' FLAT CLAY ROOF TILE BY CLAYMEX
SOUTH ELEVATION
05 01 06
23'
02 01 10
10 07 01
15-4"
07 03 05
07 01
02 03 04 05
06 03 04
02 10 09 10 07 03 01
illii_ill�
'NUPE'
11 02
21'
NRIEL
07 09
33'-3"
WEST ELEVATION
I l l l l l l l l l _
05 01 03 06
21'
EAST ELEVATION
05 04 10 07 01
10 2
23'
06 09
rL
//. 7
0 2'
8'
24'
48'
0 202
ELEVATIONS PAD A
OAK VALLEY VILLAGE SEC 1-10 & Oak Valley Pkwy Beaumont, CA 6
NRIEL
MAJOR 1 MAJOR 2 I SHOPS 1 & 2 1 RETAIL 1 I PAD A
C -207 CUMULUS CLOUD
C-36 RIVER REFLECTIONS
C-214 EAGLE ROCK
C-1 TARGET RED
'ZENITH GREY'SIERRACUT24 BY ELDORADO STONE
NICHIHA, VINTAGEWOOD- BARK
SITE LIGHTING
WHISPER - DEW340 BY DUNN EDWARDS
WHISPER GRAY - DEC785 BY DUNN EDWARDS
FINE GRAIN - DE6213 BY DUNN EDWARDS
TRAIL DUST - DE6123 BY DUNN EDWARDS
OYSTER - DEC748 BY DUNN EDWARDS
GLEON GALLEON - MCGAW-EDISON
�.:✓ _ :a71 •.21_14 L4LLL i
_ _ •P lld''1tl
- +JGu!S !MIS ••n_
R1K' :.CYJL•'L 64Ge, FCi Y
sstirlAr •,
TYPICAL LIGHT STANDARD DETAIL
BLACK BEAN - DE6385 BY DUNN EDWARDS
WHITE ASH - KNOTWOOD METAL SLATS
REFINISHED (E) RETAINING WALL
'HIDDEN CREEK' SIERRACUT24 BY ELDORADO
'GRAPHITE' FLAT CLAY ROOF TILE BY CLAY-
MEX
— H MMtf y...A. ITA
n:y1{A4Awow.
_ rsti i& - rapt
M v1n'w
-scent ow sirvam
,V4 P1 rho
1210912024
COLORS & MATERIAL BOARD
OAK VALLEY VILLAGE I SEC 1-10 & Oak Valley Pkwy Beaumont, CA I 7
U)
Ui
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K
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{
U)
Ui
Ui
K
0 K
0 BACKYP
GENE ATOR
U II
2 104'-8"
0 MAJOR 2
23,262 S.F.
152'-'8"
•
N
/
/
/
/
/
/
L
re.
1 T
1 24'
00 ADJ. SHOPS 1
SCALE: 3/32"=1'-0"
01' 3' 5' 10' 20'
03 12
2025
FLOOR PLAN
MAJOR 2
OAK VALLEY VILLAGE SEC 1-10 & Oak Valley Pkwy Beaumont, CA 11 26'
26'
T.P.
22'
T.P.
26'
T.P.
T.P.
26'
T.P.
26'
T.P.
0 0
26'-6"/
T.P.
22'
T.P.
26'
T.P.
17'-6"
T.R.D.
26'
T.P.
i
i
i
0 z
I
-(551
22'
0 0
K
AREA DESIGNATED FOR
MECHANICAL EQUIPMENT
AREA DESIGNATED FOR
MECHANICAL EQUIPMENT
GENERAL DIRECTION
OF WATER FLOW TYP.
0 0
35'-6"
T.P. T.RIDGE
4 26'-0
22'
22'
T.P. T.P.
ROOF PLAN
SCALE: 1 /16"=1'-0"
A/c UNIT (TYP.)
26'
T.P.
26'
T.P.
I7'-6"
T.R.D.
26'
T.P.
75'-O"
LINE OF SITE
BUILDING SECTION / LINE OF SIGHT
SCALE: 1 /16"=1'-0"
35'-6" 4
75'-O"
LINE OF SITE
NRIE[
03 12
2025
ROOF PLAN & SECTION
MAJOR 2
OAK VALLEY VILLAGE SEC 1-10 & Oak Valley Pkwy Beaumont, CA 12 Nfl�EL
105'-6"
•o
OUTDOOR PLAY AREA
7,000 S.F.
ELECT
PA
ADJ. SHOPS
RETAIL 1
12,000 S.F.
"Y" -
;1O
0 SCALE: 3/32"=1'-0"
01' 3' 5' 10' 20'
03 12
2025
FLOOR PLAN
RETAIL 1
OAK VALLEY VILLAGE SEC 1-10 & Oak Valley Pkwy Beaumont, CA 13
i
i
i
I7' -b" 25'-0"
T.R.D. \ T.P.
25'-6"
T.P.
25'-6"
T.P.
2I' -O"
T.R.D.
30'-O"
.25-0"
i
ROOF
ACCESS
HATCH
28'-0" 28'-0"
T.P. T.P.
A/G UNIT (71P.)
Hi
T.P.
T.P.
T.RIDGE
AREA DESIGNATED FOR
MECHANICAL EQUIPMENT
GENERAL DIRECTION
OF WATER FLOW TIP.
AREA DESIGNATED FOR
MECHANICAL EQUIPMENT
1 1 1 1 1 1 1 1
1 1 1 1
30'-0" 25'-0"
ROOF PLAN
SCALE: 3/32"=1'-0"
25'-0"
T.P.
21'-0"
T.P.
-I5'-O"
21'-0"
T.P.
25'-0"
T.P.
28'-0"
T.P.
28'-0"
T.P.
25'-0"
T.P.
21'-0"
T.P.
31'-6"
T.RIDGE
30'-0" 0
-15-O"
LINE OF SITE LINE OF SITE
BUILDING SECTION / LINE OF SIGHT
SCALE: 3/32"=1'-0"
ND I. El.
03 12
2025
ROOF PLAN & SECTION
RETAIL 1
OAK VALLEY VILLAGE SEC 1-10 & Oak Valley Pkwy Beaumont, CA 14 Nfl�EL
N
O
_;
-
-=
-ELECT. ROOM
151
16 1,200 S.F.
20'
b
•O
1,290
S15
S.F.
b
•O
21'-6"
S14
1,459 S.F.
b
•o
25'
S13
1,090 S.F.
b
•O
20'
12 1,200 S.F.
20'
b
•O
S11
1,500 S.F.
b
•o
25'
h 7 d h o 7 d
000 oaoo
,...0.00000.
0 .0
0000000000
131'-6"
00000000000(
00000000000
00000000000(
00000000000
0 000O O O00(
o0�9a00�oo_0(
GROSS: 7,890 S.F.
NET: 7,739 S.F.
SCALE: 1 /8"=1'-0"
01 ' 3' 5' 10' 20'
03 12
2025
FLOOR PLAN
SHOPS 1
OAK VALLEY VILLAGE SEC 1-10 & Oak Valley Pkwy Beaumont, CA 15 NAIIEE
SCALE: 1 /8"=1'-0"
01 ' 3' 5' 10' 20'
03 12
2025
21'-0"
T.P.
I5' -O I/2"
21'-O"
T.P.
25'-10'
T.RI DGE
21'-0"
T.P.
21'-0"
T.P.
15'-0 I/2"
T.R.D. \ \ \ / / / / T.R.D.
35'-3"
T.RIDGE
1 1 1 1 1 / 1 1 1
1 1 1 1 11 I I I
1 I l i i i
2''-0"
T.P.
T.P.
T.R I DGE
T.P.
ROOF -
ACCESS
HATCH
22'-0" 22'-0"
ACCESS DOOR AT _ -
STRUCTURAL BRACE
TYPICAL
AREA DESIGNATED FOR
MECHANICAL. EQUIPMENT
GENERAL DIRECTION
OF WATER FLOW TYP.
25'-10" \ 22'-0"
ROOF PLAN
SCALE: 1 /8"=1'-0"
A/C UNIT (TYP)
33'-5" 4
BUILDING SECTION / LINE OF SIGHT
SCALE: 3/32"=1'-0"
ROOF PLAN & SECTION
SHOPS 1
I7' -O"
T.R.D.
22'-0"
T.P.
OAK VALLEY VILLAGE SEC 1-10 & Oak Valley Pkwy Beaumont, CA 16
Nfl�EL
O
O
400000000
0000000000c
00000000000
00000 OO00
�a000oo0000�
-ELECT. ROOM
= 252 S.F.
S27
2,200 S.F.
v
36'-8"
i
26 1,200 S.F.
20'
S25
2,800 S.F.
46'-8"
i
S24
1,200 S.F.
20'
1,200
23 S.F.
20'
1,048
17'-104"
S22
S.F.
1,200
S21
S.F.
r
22'-14"
183'-4"
GROSS: 11,000 S.F.
NET: 10,848 S.F.
SCALE: 1 /8"=1'-0"
01' 3' 5' 10' 20'
03 12
2025
FLOOR PLAN
SHOPS 2
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03 12
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FLOOR PLAN
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560 MAGNOLIA AVENUE
BEAUMONT, CA 92223
951-845-9581
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550 E. 6TH STREET
BEAUMONT, CA 92223
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COMPANY NAME
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FILE NO:
City Engineer/Director of Public Works
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BY
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DESCRIPTION
APPR.
DATE
CITY OF BEAUMONT, PUBLIC WORKS DEPARTMENT 550E. 6th St
ENGINEERING DIVISION Beaumont, CA 92223
TEL: (951) 769-8520 FAX: (951) 769-8526
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COMPANY NAME
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FILE NO:
City Engineer/Director of Public Works
DA -E:
BY
MARK
DESCRIPTION
APPR.
DATE
CITY OF BEAUMONT, PUBLIC WORKS DEPARTMENT 550E. 6th St
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City Engineer/Director of Public Works
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BY
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DESCRIPTION
APPR.
DATE
OF BEAUMONT, PUBLIC WORKS DEPARTMENT 550E. 6th Sty
ENGINEERING DIVISION Beaumont, CA 92223
TEL: (951) 769-8520 FAX: (951) 769-8526
CONCEPTUAL COMPOSITE UTILITY PLAN
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MODIFICATION PLAN AND PLANTING
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RETAINING WALL PER CIVIL
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CONCEPTUAL LANDSCAPE PLAN- OVERALL PLAN
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PHOENIX DACTYLIFERA
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PER CITY STANDARDS
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QUERCUS VIRGINIANA
Symbol Botanical Name
ACCENT SHRUBS
i
MAJOR 1
RETAINING/SCREEN WALL
PER CIVIL ENGINEER'S PLANS
PERIMETER SCREEN TREE
PILAUS ELDARICA
Agave "Blue Glory
Clstus purpureus
Grevillea Ianigera 'Coastal Gem'
Olga europaea 'Little Ollie'
Salvia gregii "Furman's Red"
Senecio serpens
SCREEN SHRUBS
Coal listerrton virninolis 'Slim'
Elaeagnus pungens
Frangula californica 'Eve Case'
Leucophyllulm f. 'White Cloud'
Westringia 'Blue Gem'
Common Name
Ave
Orchid Rock Rose
Coastal Gem Grevillea
Little Ollie Dwarf Olive
Furman's Red Autumn Sage
Blue Chalksticks
Slim Bottlebrush
Si Iverberry
Dwarf Coffeberry+
Texas Ranger
Blue Gem Coast Rosemary
Size WUCOLS
(Region 4)
5 gal Low
5 gal Low
5 gal Low
5 gal Low
5 gal Low
12" o.c. from flats Low
5 gal
5 gal
5 gal
5 gal
5 gal
Low
Low
Low
Low
Low
RETAINING/SCREEN WALL
PER CIVIL ENGINEER'S PLANS
Syrnbol
LANDSCAPE AREA TABULATION
GROSS RETAIL SITE AREA
LANDSCAPE AREA REQUIRED
TOTAL LANDSCAPE AREA
TOTAL PARKING AREA
PARKING LANDSCAPE ARE REQUIRED
TOTAL FAKING LOT LANDCAPE AREA
TOTAL PARKING SPACES
PARKING LOT TREES REQUIRED
TOTAL PARKING LOT TREES
1,248,150 S.F. 028.65 AC)
187,222 S.F. (15 "fir)
209,767 S,F. (16.8 %)
222,912 S.F.
33.437 S.F. (15 %)
57,727 S.F. (25.9%
1,376
229 (1 TREE PER 6 STALLS)
284 (1 TREE PER 6 STALLS)
1. PLANT MATERIAL NOT LISTED MAY BE USED, SUBJECT TO APPROVAL BY THE CITY. 2, ALL LANDSCAPE PLANS AND INSTALLATIONS SHALL ADHERE TO CITY DESIGN GUIDELINES, CODES AND REGULATIONS.
3. ALL LANDSCAPE AREAS SHALL RECEIVE AUTOMATIC IRRIGATION SYSTEM.
4. ALL LANDSCAPE INSTALLATION SHALL BE PERMANENTLY MAINTAINED.
5.. ALL EXISTING LANDSCAPE TO BE REMOVED. NO PROTECTED PLANTS ARE LOCATED ON SITE.
WATER CONSERVATION STATEMENT
ALL PLANT MATERIAL SELECTED FOR THIS SITE WERE APPROPRIATE FOR THE GEOGRAPHICAL LOCATION AND LOCAL CLIMATE, THEIR ADAPTABILITY TO DROUGHT.
DATA FROM WUCOLS EII HAS BEEN USED FOR DETERMINING SPECIES PLANT FACTOR FOR THE WATER USE CALCULATIONS.
PLANTS WITH SIMILAR WATER USE REQUIREMENTS WERE GROUPED TOGETHER.
MININUM OF 75% OF THE LANDSCAPE AREAS WILL BE PLANTED WITH LOW WATER USE PLANTS, THE BALANCE WITH MODERATE AND HIGH WATER USE PLANTS.
IRRIGATION SECTIONS/ HYDROZONES ARE SEPARATED BY CONSIDERING PLANT SPECIES FACTOR, PLANT DENSITY AND MICIOCLIMATES. IF LOW WATER USE PLANTS ARE MIXED
WITH MODERATE WATER USE PLANTS IN THE SAME HYDROZONE, THE MODERATE WATER USE FACTOR IS USED FOR WATER USE CALCULATIONS. SEE HYDRQZONE EXHIBIT TABLE.
THE IRRIGATION SYSTEM UTILIZED LOW VOLUME DISTRIBUTION SYSTEM WITH A DEDICATED
IRRIGATION METER, MASTER VALVE, FLOW SENSOR, CHECK VALVES, ET -BASED AUTOMATIC CONTROLLERS W'1TH CYCLE +SOAK AND WATER BUDGETING CAPABILITY WEATHER STATION, RAIN SHUT-OFF.
THE USE OF TURF IS LIMITED. ALL TREE AND GROUNDCOVER AREAS WILL BE DRESSED WITH 3" LAYER OF MULCH MOISTURE RETENTION AND TO DISCOURAGE WEEDS.
LANDSCAPING AND IRRIGATION PLANS WILL COMPLY WITH THE STANDARDS SET FORTH IN THE CITY OF YUCAIPA'S ZONING ORDINANCE.
PLANT PALETTE
(SUNSET ZONE 18)
Symbol Botanical Name Common Narne Cont. Size WUCOLS
TREES
(Regina 4)
. a
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Cercis c. 'Forest Pansy Forest Pansy 24" box Low
Redbud
Palo Verde S6" box Low
x Chitalpa'Pinar I ryn+n' Pink Dawn 24' box Low
Chitalpa
Chilopsis linearis Desert Willow 24 box Mod
Geijera parviflora Australian Willow 24" box Low
Hybrid
Lagerstroemia x hybrid Crape Myrtle 24" box Mod
Cercidium
'Desert Museum
Magnolia 'Kay Parris'
Pinus eldanca
+Duercus viralniana
Phoenix dactylifera
'Deglet Dour
Lagerstroemia 'Tuscarora' Tuscarora 24" box Mod
Crape Myrtle
Lophoster,on confertus Brisbane Box 24" box Mod
24" box Mod
Afghan Pine 24" box Low
Size WUCOLS
(Region 4)
SHRUBS
Acacia r. 'Desert Carpet'
Acacia redoieris 'Low Boy'
Agave 'Blue Flame`
Baccharis p. 'Twin Peaks'
Caesalpinia gilliesii
Callistemon v. "Little John'
Cuppressus Tiny Tower
Dasytiron wheelers
Dianella revoluta 'Baby Bliss'
Epitobium californica
Eremophila glabra "Mingenew Gold'
Furcraea foetida 'Mediopiicta'
Grevillea 'Superb'
Hesperaloe parviflora
Ma.f iyena unguis-coti
Muhlenbergia caillaris
Muhlenbergia rigens
tvtyoporum porvifotia "Pink'
Rosmarinuso, 'Prostratus"
Salvia leucantha.
Westringia fruticosa 'Morning Light
Westringia fruticosa 'fivtundi'
Yucca filarnentosa 'Color Guard'
Desert Carpet Acacia 1
Prostrate Acacia
Blue Flame Agave
Coyote Bush 1
Yellow Bird of Paradise
Dwarf Bottlebrush
Tiny Tower Cypress
Desert Spoon
Baby Bliss Flax Lily
California Fucshia
Gold Emu Bush
Mauritius Hemp
Superb Grevillea
Red Yucca
Cats Claw Vine
Pink.lvluhly
Deer Grass
Dwarf Pink Myoporum 1
Creeping Rosemary
ary
Mexican Bush Sage
Coast Rosemary
Mundi Coast Rosemary
Color Guard Adam's Needle
gal. @ 36" O.c.
5 gal
5 gal
gal. @ 36' o,c.
5 gal
5 gal
15 gal
5 gal
1 gal
1 gal
1 gal
15 gal
5 gal
5 gal
5gal
1 gal
1 gal
gal. @ 36" o_c.
1 gal
5 gal
6 gal
5 gal
5 gal
Low
Low
Low
low
Low
Low
Low
Low
Low
Low
Low
Low
Low
Low
Low
Low
Low
low
Low
Low
Low
Low
Low
OAK VALLEY VILLAGE RETAIL
SEC INTERSTATE 10 AND OAK VALLEY PARKWAY
BEAUMONT, CALIFORNIA
Regencyw
Centers.
25'
50'
,rD
150
SCALE:1'=50
CDPC PROJECT NO. 24034
APRIL 28, 2025
Kay Parris
Magnolia
Southern Live Oak 24" box Mod
Date Palrn
VI 1 N ITY MAP
conceptual design + planning company
1675 Scenic Drive, Suirh 2O0
Cos.ra :Mesa. CA 92626
r: 949.399.Qs70
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COSTA MESA "2 CENTRAL COAST LAS VEGAS
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141
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/- PARKING LOT SHADE TREES
GELIERA PARVIFL A
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CART STORAGE
3 STANDARD MEDIUM BROOM
FINISH CONCRETE
CONCEPTUAL LA CAPE PLAN- TARGET STOREFRONT ENLARGEMENT
FLOWERING ACCENT TREE
LA ERSTP E IA 'TUS AR A'
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INTEGRAL COLORED
CONCRETE PAVING AT ENTRY
PARKING LOT SHADE TREE
CHILOPSIS LINEA.RIS
RED BENCH & WALL
UPUGHTING
INTEGRAL COLORED
CONCRETE PAVING
W/ #15 TOP AST FINISH
- STONE MAINTENANCE PATH'
TRENCH DRAIN
PEDESTRIAN WALKWAY AY FROM
PARKING TO T REFRONT
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- FLOWERING ACCENT TREE
MAGNOLIA 'KAY PARRIS'
FLOWERING ACCENT TREE
CERCIS 'FOREST PANSY
- LAYERED PLANTINGS PER
SUSTAINABLE PLANTING
GUIDELINES
f
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SPHERICAL BOLLARDS DECORATIVE CROSSWALK
BIKE PARKING FLUSH CURB
TRUNCATED DOMES
ES
OAK VALLEY VILLAGE RETAIL
SEC INTERSTATE 10 AND OAK VALLEY PARKWAY
BEAUMNT, CALIFORNIA
Regency•
Centers.
cr
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40 SCALE; 1 `r- 20,'
CNC PROJECT NO. 24O34
APRIL 26+ 2025
conceptud design + planning compcny'
.i•' .cerie Divs. Ssjtls X13
Colin MOM. CA 9676
1 49. ..m 7p
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DECORATIVE CONCRETE -
ENTRY PAVING
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FLOWERING ACCENT TREE
MAGNOLIA 'KAY PA.�RRI '
PA
TRANSFORMER SCREEN
SHRUBS
TENANT DINING PATIO, TYP.
PARKING LOT SHADE TREE --
HILOP I LINE RI
VERTICAL ACCENT PALM
PHOENIX DACTYLIFERA
FLOWERING ACCENT TREE. _-
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CONCEPTUAL LANDSCAPE PLAN- E\TAY DRIVE ENLARGEME\T
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- PROJECT SIGNAGE, TYP.
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GEUERA PARVIFLORA
OAK VALLEY VILLAGE RETAIL
SEC INTERSTATE 10 AND OAK VALLEY PARKWAY
BEAUM NT, CALIFORNIA
Regency•
Centers.
4 971
SCALE; rr2ii
CL'C PROJECT NO. 24034
conceptual design + pianning company
1,05 Sceric Divs. SuAe e
Colin MOM. CA 9676
my* :corn
APRIL 26, 2025
COSTA MESA b C N1RM COAST LAS VFG&
TREES
Cercis canodensis 'Forest Pansy
Forest Pansy Redbud
Cercidium x 'Desert Museum'
Desert Museum Palo Verde
x ChitaIpa tashker tensis Pink
Dawn'
Pink Dawn Chitalpa
Chilopsis Iineoris
Desert Willow
Genera parvillaro
Australian Willow
Logerstroemia hybrid rid 'Natchez'
WhiteCrape Myrtle
Lagerstroemiaa hybrid Tuscarora Lophostemon confertus
Magnolia 'Kay Parris'
Kay Parris Magnolia
Pinus brutia var. ektarica
Afghan Pine
Quercus virginiaana
Southern Live Oak
Tuscarora Crape Myrtle
SHRUBS AND GROUND COVERS
Acacia reddens 'Low Boy
Prostrate Acacia
Agave 'Blue Flamne'
Blue Flame Agave
Baccharis pituloris `Twin Peaks`
Twin Peaks Coyote Bush
Coesalpinia gilliesii
Yellow Bird Of Paradise
Caliisteman vimirncalis 'Little John'
Dwarf Bottlebrush
Cupressus sernpelvirens Tiny Tower' Dasylirion wheeler' Tiny Tower Cypress Desert Spoon
Dianella revoluta 'Baby Bliss`
Baby Bliss Flax Lily
Epilobium ca[ifornica
California Fucshsia
Eremophila glabra 'Mingenew Gold' Furcraea foetida 'Mediopicta' Grevillea 'Superb' Hesperalce parviflara
Red Yucca
Macfadyena unguis-cati
Cat's Claw Vine
Muhlenbergia capillaris
Pink Muhly Crass
Muhlenbergia ins
Deer Grass
Myoporum parvifolium 'Pink'
Dwarf Pink Myoporum
Salvia leucantha
Mexican Bush Sage
Westringia fruticosa 'Morning Light' Westringia fiut[casa "Mandl' Morning Llghti Coast Rosemary Mundi Coast Rosemary
Yucca filamentoso 'Color Guard'
Color Guard Adam's Needle
ACCENT SHRUBS
Agave Blue Glow'
Blue Glow Agave
Cistus x purpureus
Orchid Rockrose
Grevillea Ionigero 'Coastal Gem'
Coastal Gem Greviieo
Oleo europaea tile Ollie'
Dwarf Olive
ACCENT SHRUBS
Collistemon viminalis'Slim'
Slim Eottlebrush
Eleagnus pungens
Si Iverberry
F rca ng u la californ[ca 'Eve Case'
Dwarf Coffeeberry
Leucophyilurn t. White Cloud'
Texas Ranger
Westringia f ulicoso 'Blue Gem'
Blue Gem Coast Rosemary
NflEL
Brisbane Box
Salvia greggii 'Furman's Red' Senecio mandraliscae
Furman Red Autumn Sage
CONCEPTUAL LANDSCAPE PLAN PLANT IMAGE GALLERY
Blue Chalksticks
Phoenix dacfylifera "Deglet Nour
Date Palm
Gold Emu Bush Mauritius Hemp
Superb Grevillea
OAK VALLEY VILLAGE RETAIL
L
SEC INTERSTATE TATE 10 AND OAK VALLEY PARKWAY
BEAUMONT, CALIFORNIA
Regency
Centers.
10'
20'
40'
60,
SOALE:1 "=2o'
CDPC PROJECT NO. 24034
APRIL 28, 2025
conceptual design + *inning company
1675 Scenic Drive. Surma 20O
Costa Mesa. CA 92626
r:949.399.Q 70
we'w.taacinc.com
COSTA MESA a CENTRAL COAST e LAS VEGAS
L-4
4 OF 5
1293 of -2369
ASSESSOR'S PARCEL No.
1 CONC
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GRADING P
SHEET
AN
INDEX
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414-070-008
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414-080-002 TO -006
414-090-019
TITLE SHEET 1
CONCEPTUAL GRADING 2-13
SECTIONS & GRADING 14-15
O�
C1 4
S'
ZONING
CLASSIFICATION OAK
0�
VA
Y VI
AG
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OAK VALLEY PKWY
COMMERCIAL
PLOT PLAN No.
LOT
LI
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E A
D J
U S T M
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25-
NOTE=
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UNDERGROUND EXISTING OVERHEAD UTILITIES
PROJECT SITE
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LOCATED ON, EXTENDING ACROSS, OR LOCATED
�� c°-‘1‘ADJACENT
LEGAL DESCRIPTION
I
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THE
CITY
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TO PROPERTY, PER CITY OF BEAUMONT
MUNICIPAL CODE CHAPTER 12.18.
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THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BEAUMONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA AND IS c.
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DESCRIBED AS FOLLOWS: COUNTY
PARCEL 1:
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OF
RIVERSIDE
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STATE
OF
CALIFORNIA
PUBLIC
WORKS
DEPARTMENT
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CHECK
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LOTS 38, 39, 40, 41, 43, 44, AND 45 INCLUSIVE, OF BEAUMONT HEIGHTS, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS S •� ;, ::",
.
MORENO VALLEY FWY
SHOWN PER MAP ON FILE IN BOOK 8, PAGE 53 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, TOGETHER WITH THAT „,
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PORTION OF THE UNNAMED STREET AS SHOWN BY MAP OF THE ABOVE MENTIONED BEAUMONT HEIGHTS, LYING WITHIN THE NORTH ��
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❑
REJECTED
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HALF OF SECTION 4, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, ADJOINING LOTS 43, 44, AND 45 OF THE WEST, ;
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AS VACATED BY RESOLUTION RECORDED AUGUST 14, 1968 AS INSTRUMENT NO. 78782 OF OFFICIAL RECORDS, RIVERSIDE COUNTY. 'I
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REVISE
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EXCEPTING THOSE PORTIONS CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED RECORDED OCTOBER 17, 1967 AS INSTRUMENT NO. '� ■
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91449 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ', ,
CENv.TEN 1D
MONUMENT
MSIGN "
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E. DATE.. 5/20/25
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24, 1936 IN BOOK 287, PAGE 520 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. \
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THE LAND DESCRIBED IN PARCEL N0. 1 OF THE FINAL ORDER OF CONDEMNATION IN CASE N0. 32726 OF THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF RIVERSIDE STATE OF CALIFORNIA A CERTIFIED COPY OF WHICH WAS 1 i o o
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RECORDED AUGUST 03, 1943 IN BOOK 587, PAGE 380 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND LYING „ SOUTHEASTERLY OF THE SOUTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE COUNTY OF RIVERSIDE, STATE ; OF CALIFORNIA, BY DEED RECORDED OCTOBER 17, 1967 AS INSTRUMENT N0. 91452 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, ,r, % / o O
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MARGARET E. STRUIHERS, RECORDED AUGUST 28, 1946 IN BOOK 768, PAGE 240 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, ,
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TITLE EXCEPTIONS AND EASEMENTS
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3 DISCREPANCIES, CONFLICTS IN BOUNDARY LINES,
RECORD OF SURVEY RECORDED NOVEMBER 16,
AFFECTS PLOTTED HEREON AS
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3 SHORTAGE IN AREA ENCROACHMENTS OR ANY OTHER MATTERS SHOWN ON ',I,,l /N BOOK 51, PAGES 88 THROUGH 98 INCLUSIVE OF RECORDS OF SURVEY ; I y�1 I� '
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/ WATER
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FRONTIER
4 EASEMENT GRANTED TO RIVERSIDE COUNTY
FLOOD
CONTROL AND WATER CONSERVATION DISTRICT FOR FLOOD CONTROL AND , , h C _--' _- �--4
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9 SOUTH 4TH STREET BEAUMONT-CHERRY VALLEY
RIGHTS INCIDENTAL ]HERETO, AS GRANTED IN
RECORDS.
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DOCUMENT RECORDED MARCH 18, 1947 /N BOOK 824, PAGE 138, OF OFFICIAL 111 111 ,�
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5 EASEMENT GRANTED TO RIVERSIDE COUNTY FLOOD
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CITY OF BEAUMONT
WATER CONSERVATION AND RIGHTS INCIDENTAL
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(DOCUMENT AFFECTS - PLOTTED HEREON AS
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NOT TO SCALE
DIGALT"tR'
11 �•
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2 Working Days
Y*
Before You Dig!
8 11
BENCHMARK:
BM No. C-3-1-1965
DESC: BRASS DISK TOP CONCRETE POST
LOC: AT THE NWC OF BEAUMONT AV. &
13TH ST, 130FT W OF BEAUMONT AV, 25FT
N OF 13TH ST, 4FT E OF PP No. 12148845E,
1FT W OF MARKER POST
ELEV. 2636.329', NGVD 29
-
160 S. Old Springs Road
Suite 210
-
IN 714 - 6 8 5 - 6 8 6 0
SCALE:
Civil Engineering/Land Surveying/Land Planning
-/-/-
/ /
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, '' IF
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FILE NO:
City Engineer/Director of Public Works
DATE:
BY
MARK
DESCRIPTION
APPR.
DATE
CITY OF BEAUMONT, PUBLIC WORKS DEPARTMENT 550E. 6th St
ENGINEERING DIVISION Beaumont, CA 92223
TEL (951) 769-8520 FAX: (951) 789-8526
GRADING
JOB NUMBER:
RONALD W. SKLEPK0 R.C.E. C46216 DATE
ENGINEER
REVISIONS
CITY
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CONSTRUCT 3' LONGITUDINAL GUTTER PER MODIFIED SPPWC
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CONSTRUCT 4" THICK PCC SIDEWALK COUNTY OF RIVERSIDE
STD. 401.
CONSTRUCT 0" PCC CURB PER MODIFIED SPPWC STD. 122-2.
CONSTRUCT 0" FLUSH RIBBON CURB.
CONSTRUCT 4" ROLLED CURB.
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CONSTRUCT PCC PAVEMENT PER SOILS REPORT.
CONSTRUCT ADA ACCESSS/PCC CURB RAMP WITH TRUNCATED
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INSTALL TRUNCATED DOMES PER SPPWC STD. 111-5.
CONSTRUCT RETAINING WALL PER SPPWC STD. 618-3, TYPE B.
ELEVATIONS PER PLAN.
INSTALL GRATED INLET CATCH BASIN PER STORM DRAIN PLAN.
LOCAL DEPRESSION PER SPPWC STD. 313-1, CASE F, WHEN
ADJACENT TO CURB.
INSTALL CURB INLET CATCH BASIN PER STORM DRAIN PLAN.
LOCAL DEPRESSION PER SPPWC STD. 313-1, CASE E.
INSTALL TRENCH DRAIN
CONSTRUCT TRASH ENCLOSURE PER SEPARATE ARCHITECTURAL
PLANS.
CONSTRUCT TRUCK DOCKS PER SEPARATE ARCHITECTURAL
PLANS.
CONSTRUCT SCOUR WALL PER SEPARATE STRUCTURAL PLANS.
CONSTRUCT SLOPE -PROTECTION CONCRETE PER SEPARATE
STRUCTURAL PLANS.
INSTALL LANDSCAPING PER SEPARATE LANDSCAPE PLANS.
CONSTRUCT 0" FLUSH RIBBON CURB TO 4" ROLLED CURB
TRANSITION.
CONSTRUCT 4" ROLLED CURB TO 6" CURB TRANSITION.
CONSTRUCT DEEPENED FOOTING PER SEPARATE STRUCTURAL
PLANS.
CONSTRUCT STEM WALLS PER SEPARATE STRUCTURAL PLANS.
INSTALL MONUMENT SIGN PER SEPARATE ARCHITECTURAL PLANS.
CONST. RET.WALL W/ 4' RAILING PER SEPARATE STRUCT. PLANS CONSTRUCT RAISED PLANTER WALLS PER SEP. ARCH. PLANS
CONSTRUCT 1 -FT WIDE V -GUTTER
CONSTRUCT METAL -BEAM GUARDRAIL.
CONSTRUCT 3" COBBLE RIP -RAP W/ SOLID GROUT.
20' 10'
0'
GRAPHIC SCALE: 1 INCH = 20 FT
40'
DEALU'
Call 2 Working Days
Before You Dig!
811
BENCHMARK:
BM No. C-3-1-1965
DESC: BRASS DISK TOP CONCRETE POST
LOC: AT THE NWC OF BEAUMONT AV. &
13TH ST, 130FT W OF BEAUMONT AV, 25FT
N OF 13TH ST, 4FT E OF PP No. 12148845E,
1FT W OF MARKER POST
ELEV. 2636.329', NGVD 29
BY MARK
DESCRIPTION
APPR.
DATE
ENGINEER
REVISIONS
CITY
160 S. Old Springs Road
Suite 210
Anaheim Hills, CA 92808
714-685-6860
Civil Engineering/Land Surveying/Land Planning
RONALD W. SKLEPKO
R.C.E. C46216
—/—/—
DATE
SEAL
�2Pv F-o�
O
No. C46216°
Exp. 12-31-20261
DESIGN BY:
DRAWN BY:
CHECKED BY:
SCALE:
DATE:
JOB NUMBER:
Reviewed By.
Recommended
for Approval By
Staff Engineer
Administrative Engineer
Approved By
City Engineer/Director of Public Works
Date:
Date:
Date:
CITY OF BEAUMONT, CALIFORNIA
CITY OF BEAUMONT, PUBLIC WORKS DEPARTMENT
ENGINEERING DIVISION
550E. 6th St
Beaumont, CA 92223
TEL: (951) 769-8520 FAX. (951) 769-8526
CONCEPTUAL GRADING PLANS FOR:
OAK VALLEY VILLAGE
LOT LINE ADJUSTMENT No. 25 —
SEC INTERSTATE 10 AND OAK VALLEY PARKWAY
SHEET
5 OF 15 SHEETS
FILE NO:
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BM No. C-3-1-1965
DESC: BRASS DISK TOP CONCRETE POST
LOC: AT THE NWC OF BEAUMONT AV. &
13TH ST 130FT W OF BEAUMONT AV 25FT
r r No.
N OF 13TH ST, 4FT E OF PP No. 12148845E,
1FT W OF MARKER POST
ELEV. 2636.329', NGVD 29
160 S. Old Springs Road
Suite 210
_ Anaheim Hills, CA 92808
SEAL
DESIGN BY:
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