Beaumont City Council
June 2, 2026

13. "Reporting Period" shall mean from January 1 of each calendar year to December 31 of each calendar year, unless this Agreement is terminated, in which case the final Reporting Period shall be thirty (30) days prior to the date of termination of this Agreement.

III. ENDOWMENT ACCOUNT ESTABLISHMENT, INVESTMENT, AND

ADMINISTRATION

1. RLC agrees to establish an Endowment Fund for the Compliance Endowment in accordance with this Agreement into which the applicable Endowment Amount shall be deposited.

2. Concurrently with the recordation of the Conservation Easement, Grantor shall pay to Endowment Holder the Compliance Endowment. RLC shall, as soon as practicable after receipt of the Endowment Amount from Grantor, deposit the funds into the Endowment Fund. Such original amount shall be considered the Principal Portion of the Compliance Endowment.

3. Concurrently with the recordation of the Conservation Easement, Grantor shall also pay to RLC the sum of One Hundred Thirteen Thousand Nine Hundred Four and No/100 Dollars ($113,904.00) ("Compliance Monitoring Initial Financial Requirement"), which Compliance Monitoring Initial Financial Requirement is for the purpose of reimbursing RLC for its costs and expenses incurred in connection with its acceptance of the Compliance Endowment, and for fulfilling certain of RLC's obligations specified in the Conservation Easement for up to the first three (3) years following the date of this Agreement and the Conservation Easement. No other monetary amounts are payable to RLC in connection with its acceptance of the Conservation Easement, other than the Compliance Endowment and Compliance Monitoring Initial Financial Requirement.

4. Endowment Holder shall invest the monies in each Endowment Fund consistent with this Agreement, including but not limited to this Article III and Article I.3 of this Agreement and applicable State and Federal laws. The Endowment Fund shall be held in trust, managed, invested, and disbursed solely for, and permanently restricted to, pay the costs of Compliance Monitoring on the Property, in accordance with the Conservation Easement. Day-to-day investment decisions will be made by RLC based upon advice with a professional investment advisor or financial institution with which RLC has established or will establish an investment advisory relationship.

RLC may rely on the advice of any such adviser, and may delegate day-to-day investment decision - making authority, consistent with applicable State and Federal law, to such adviser with respect to the management of each Endowment Fund.

5. For investment purposes only, RLC may pool any or all of the assets of each Endowment Fund with other funds held or managed by RLC that are subject to similar investment purposes and restrictions. The intent of such actions is to allow RLC to pool funds subject to the same investment purposes and restrictions for collective management, such that all participating funds may benefit from efficiencies of scale. Any funds from the Endowment Fund pooled in this manner shall at all times remain subject to applicable State law, consistent with UPMIFA or any applicable successor to such law.
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6. Notwithstanding Probate Code sections 18501-18510, the Parties intend that the Principal Portion of each Endowment Fund should not decrease in value through expenditure or investment strategy recognizing, however, that the Parties are not responsible for investment fluctuations. In this regard, the Principal Portion is intended to increase in value to keep up with inflation.

The Distributable Portion of the Endowment Fund shall be used by Endowment Holder for the costs and expenses of Compliance Monitoring ("Base Expenses"). Endowment Holder may set aside a portion (no more than 75 percent) of the Distributable Portion that is not required in any given year to fund Base Expenses that are anticipated by Endowment Holder for future years ("Surplus Expenses"); provided, however, that in any year, or series of years, in which the Distributable Portion does not meet or exceed the Base Expenses, no funds shall be set aside for Surplus Expenses.

To the extent any portion of the Distributable Portion remains in any given year, after paying all Base Expenses and providing for Surplus Expenses, such remaining amount of the Distributable Portion shall be added to the Principal Portion of the Compliance Endowment to provide for growth of the Principal Portion commensurate with inflation using the annual Consumer Price Index (CPI) data that is published every February by the California Department of Industrial Relations, Division of Labor Statistics and Research, for all urban consumers. Such amount as is added to Principal Portion shall not later be available for distribution.

7. Grantor acknowledges that RLC's Board of Directors has established an hourly billing rate for RLC's staff, which rate is subject to adjustment from time -to -time by the Board; such hourly billing rate is used by RLC to calculate the amount to be paid to RLC from the Distributable Portion, for fulfilling its Compliance Monitoring in the Conservation Easement.

8. RLC hereby certifies to ACOE it meets all of the requirements of California Government Code section 65968(e), as set forth on Exhibit "G."

9. Distributions from the Endowment Fund may be made from the Distributable Portion of the Endowment Fund as is prudent under the standard established by Section 18504 of UPMIFA.

Distributions shall be made by Endowment Holder as contemplated by Article III.6 above.

10. The Endowment Holder shall not make any disbursement of funds from the Endowment Fund for Compliance Monitoring expenses for the first three years following the date of this Agreement.

11. In the event a court of competent jurisdiction determines there has been a violation of any term of the Conservation Easement by either Party, funds from the Compliance Endowment cannot be used to pay damages awarded as part of the judgement and cannot be used to restore the Property to the condition in which it existed prior to the violation.

IV. RECORDS, REPORTING PROCEDURES AND AUDIT

1. Endowment Holder shall submit to Grantor and ACOE an annual funding report ("Annual Funding Report") for each calendar year this Agreement is in effect. Each Annual Funding 5 Endowment Agreement 011
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Report shall be submitted by Endowment Holder between January 1 and March 31 of each calendar year, or at least thirty (30) days prior to the effective date of termination of this Agreement as provided by Article VII.

2. Pursuant to California Government Code Section 65966(e), the Annual Funding Report shall describe in reasonable detail and shall include at a minimum the following information:
(a) The balance of the Endowment Fund at the beginning of the Reporting Period; (b) The amount of the Endowment Fund balance reinvested by Endowment Holder into the Endowment Fund to provide for growth of the Endowment Fund commensurate with inflation (CPI calculation shall be provided);
(c) The net amounts of investment earnings, gains, and losses during the Reporting Period including both realized and unrealized amounts;
(d) The administrative expenses charged to the Endowment Fund from internal or third -party sources during the Reporting Period;
(e) Detail all expenses incurred by or on behalf of Endowment Holder for Compliance Monitoring performed during the Reporting Period;
(f)
(g)
The balance of the Endowment Fund at the end of the Reporting Period; The specific asset allocation percentages including, but not limited to, cash, fixed income, equities, and alternative investments; and
(h) The most recent financial statements for the Endowment Holder audited by an independent auditor who is, at a minimum, a certified public accountant.

3. Endowment Holder agrees that in preparing the Annual Funding Report and in maintaining its own records relevant to the Endowment Fund, that it shall use accounting standards promulgated by the Financial Accounting Standards Board or any other successor entity.

4. Endowment Holder agrees that Grantor and ACOE shall have the right to review and to copy any records and supporting documentation pertaining to the Endowment Fund. Endowment Holder agrees to maintain such records for possible audit by Grantor or ACOE for a minimum of three (3) years following the relevant calendar year, unless a longer period of records retention is stipulated. Endowment Holder agrees to allow the Grantor or ACOE or their designated representative access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records.

V. LIMITATIONS ON ENDOWMENT HOLDER'S LIABILITY
RLC shall not be liable to Grantor or other persons for losses arising from investments pursuant to this Agreement. RLC shall maintain reasonable and customary supervision and employment policies for its employees, but shall be liable for the acts of its employees only to the extent of a breach of the RLC's obligations under this Agreement by such employees when they are acting 6 Endowment Agreement 011
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within the course and scope of their employment. RLC shall have no obligation to expend any monies satisfying its obligations under the Conservation Easement, other than the Compliance Monitoring Initial Financial Requirement and Distributable Portion of the Endowment Fund for the Compliance Endowment.

VI. FIDUCIARY OBLIGATIONS OF ENDOWMENT HOLDER

1. Endowment Holder shall make no disbursement of funds in the Endowment Fund or have any other obligations with respect to the Endowment Fund except in strict accordance with the provisions of this Agreement.

2. In carrying out its obligations under this Agreement, Endowment Holder shall apply the following principles of fiduciary duties without exception:
(a) There shall be no commingling of the Endowment Fund with other funds. Funds may be pooled for investment management purposes only in accordance with Article III.5 of this Agreement;
(b) Endowment Holder shall have a duty of loyalty to the Property with respect to each Endowment Fund and shall not use, pledge, impair, or borrow against funds in the Endowment Fund;
(c) Endowment Holder shall act as a prudent investor of the Endowment Fund using sound investment practices for long-term investment, subject to the Uniform Prudent Investor Act and UPMIFA (California Probate Code sections 16045-16054 and 18501-18510, respectively); (d) Endowment Holder shall not delegate the responsibility for managing the funds to a third party, but may delegate authority to invest the funds with Endowment Holder's oversight; and
(e) Endowment Holder shall act with prudence when delegating authority and in the selection of agents.

VII. TERM AND TERMINATION OF AGREEMENT

1. Term. This Agreement shall be effective from the Effective Date until termination, as hereinafter provided.

2. Termination. Endowment Holder may, with or without cause, terminate this Agreement by providing at least one hundred eighty (180) days prior written notice to Grantor or its successor, and ACOE. Regardless of the date that notice of termination is provided and the passage of the intervening one hundred eighty (180) day notice period, termination is not effective unless and until the Endowment Holder has transferred in an orderly fashion the custody, control or other power necessary for the investment, management, and administration of all monies in the Endowment Funds together with the transfer of the Conservation Easement to an entity identified by Endowment Holder and approved in writing by Grantor and the ACOE. Within ninety (90) days following delivery of the monies in the Endowment Funds to an approved successor, Endowment 7 Endowment Agreement 011
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Holder shall provide to Grantor with a copy to the ACOE, a final accounting showing the deposits (including interest accrued thereon) and disbursements of all sums received pursuant to this Agreement during the Reporting Period, together with such other documents that the ACOE may reasonably request. Upon delivery of the monies in the Endowment Funds to successor endowment holder and final accounting specified above, Endowment Holder's obligations under this Agreement shall cease and terminate.

VIII. CONTACT INFORMATION/COMMUNICATIONS

1. All approvals, notices, reports and other communications required or permitted under this Agreement shall be in writing and delivered by certified mail or overnight carrier that provides evidence of delivery. Each Party agrees to notify the other promptly after any change in named representative, address, telephone, or other contact information. Notice shall be deemed effective upon receipt or rejection only.

2. The individuals named below shall be the representatives of Grantor and the RLC, respectively, for purposes of this Agreement:

If to Grantor:

Beaumont Crossroads Logistics II
Park Association
c/o Affinius Capital
9830 Colonnade Blvd, Suite 600
San Antonio, TX 78230
With a copy to:

The City of Beaumont
c/o City Manager
550 East Sixth Street
Beaumont, CA 92223
Beaumont Crossroads Logistics II
Park Association
c/o McDonald Property Group
1140 N. Coast Highway
Laguna Beach, California 92651
With a copy in all instances to:

United States Army Corps of Engineers,
Los Angeles District
915 Wilshire Blvd., Suite 1105
If to RLC:

Executive Director
Rivers & Lands Conservancy
6876 Indiana Avenue, Suite J-2
Riverside, CA 92506
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Los Angeles, CA 90017
Attn: Chief, Regulatory Division
IX. MISCELLANEOUS PROVISIONS

1. No Assignment. Neither Party may assign this Agreement, in whole or in part, to any individual or other legal entity without the prior written approval of the other Party and the prior written consent of the ACOE, which consent may be withheld.

2. Amendments. This Agreement may be amended only in writing agreed to and signed by both Parties and with the prior written consent of the ACOE in accordance with Article IX.8.

3. Severability. If any provision of this Agreement is held to be unlawful or invalid by any court of law with duly established jurisdiction over this Agreement, the Parties intend that the remainder of this Agreement shall remain in full force and effect notwithstanding the severance of the unlawful or invalid provision(s).

4. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

5. Dispute Resolution. The Parties will cooperate in good faith to achieve the objectives of this Agreement and to avoid disputes. The Parties will use good faith efforts to resolve disputes at the lowest organizational level and, if a dispute cannot be so resolved, the Parties will then elevate the dispute to the appropriate officials within their respective organizations.

6. Attorneys' Fees. In any action to enforce the terms of this Agreement, the Prevailing Party shall be entitled to recover from the non -prevailing party all reasonable attorneys' fees and costs. "Prevailing Party" shall include without limitation a party who dismisses an action in exchange for sums allegedly due; the party who receives performance from the other party for an alleged breach of contract or a desired remedy where the performance is substantially equal to the relief sought in an action; or the party determined to be the prevailing party by a court of law. Not applicable to the third -party beneficiaries of this Agreement.

7. Independent Capacity. Each of the Parties is acting in its independent capacity in entering into and carrying out this Agreement and not as an agent, employee, or representative of the other Party.

8. Third -Party Rights. This Agreement confers rights and remedies upon the ACOE, as a third -party beneficiary, insofar as this Agreement is intended to carry out the requirements and obligations set forth in the Agency Permits, the Conservation Easement, and the LTMP. No person, other than the Parties or said named third -party beneficiary, has any rights or remedies under this Agreement. The Parties may not amend or terminate this Agreement without the prior written consent of ACOE.

9. Warrant of Authority. Each party to this Agreement warrants to the other that its respective signatory has fully right and authority to enter into and consummate this Agreement and the transactions contemplated hereby.
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10. Exhibits. All Exhibits referred to in this Agreement are attached and incorporated herein by reference.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized representatives, intending to be bound legally. "GRANTOR"

BEAUMONT CROSSROADS LOGISTICS II
PARK ASSOCIATION, a California non-profit
mutual benefit corporation
By:

Bruce McDonald, President
Date:
and
THE CITY OF BEAUMONT, a general law city
By:

Name:

Its:

Date:

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

Name:

Its:

Date:
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EXHIBIT "A"
SECTION 404 PERMIT
EXHIBIT "A"
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EXHIBIT "B"
[OTHER AGENCY PERMITS]
EXHIBIT "B"
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EXHIBIT "C"

LEGAL DESCRIPTION OF PROPERTY
EXHIBIT "C"
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EXHIBIT "D"

LEGAL DEPICTION OF PROPERTY
EXHIBIT "D"
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EXHIBIT "E"

ENDOWMENT ASSESSMENT
EXHIBIT "E"
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EXHIBIT "F"

ENDOWMENT INVESTMENT
EXHIBIT "F"
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EXHIBIT "G"

RLC ENDOWMENT CERTIFICATION
Conservation Endowment Certification
(Cal. Gov. C. 65968(e))
Pursuant to California Government Code section 65968(e), Rivers & Lands Conservancy, a California non-profit public benefit corporation ("RLC") certifies that it meets all of the following requirements.

1. RLC has the capacity to effectively manage each Endowment Fund;

2. RLC has the capacity to achieve reasonable rates of return on the investment of each Endowment Fund similar to those of other prudent investors for endowment funds and shall manage and invest each Endowment Fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, consistent with UPMIFA;

3. RLC utilizes generally accepted accounting practices (GAAP) as promulgated by the Financial Accounting Standards Board or any successor entity for nonprofit organizations;

4. RLC will be able to ensure that each Endowment Fund is accounted for, and tied to the Property; and

5. RLC has an investment policy that is consistent with the UPMIFA. 51157782.1/203513.0124

MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT ("Agreement") is made this day of , 2026 by and between BEAUMONT CROSSROADS LOGISTICS II PARK ASSOCIATION, a California non-profit mutual benefit corporation, and the CITY OF BEAUMONT, a general law city (collectively, "Obligated Parties") and RIVERS & LANDS CONSERVANCY, a California non-profit corporation ("RLC"). Hereafter, Obligated Parties and RLC are sometimes referred to as a party and collectively as the parties.

RECITALS
WHEREAS, Obligated Parties has requested that RLC accept a Conservation Easement on approximately a 10.95 acre area located in the unincorporated area of Riverside County, and being a portion of Assessor Parcel Numbers 424-010-015, 424-010-018, and 424-010-007 ("Conservation Easement"), a copy of which is attached hereto as Exhibit "A"; WHEREAS, the Conservation Easement is required to provide mitigation for impacts associated with BEAUMONT CROSSROADS LOGISTICS II PARK ASSOCIATION's Beaumont Logistics II Park Project, pursuant to the requirements of several state and federal approvals ("Agency Approvals");
WHEREAS, the Agency Approvals require review and approval of the Conservation Easement by the United States Army Corps of Engineers ("ACOE"), before it is recorded; WHEREAS, the Conservation Easement was submitted to ACOE over one (1) year ago; however, ACOE has not responded to the draft Conservation Easement; WHEREAS, the Conservation Easement is to be implemented with an Endowment Agreement ("Endowment Agreement") , a copy of which is attached hereto as Exhibit "B"; WHEREAS, since it is unclear when ACOE will respond, if at all, Obligated Parties have requested the RLC proceed with the recordation of the Conservation Easement, without first obtaining the approval of ACOE; and
WHEREAS, RLC has agreed to proceed with the recordation of the Conservation Easement as requested by Obligated Parties, subject to the terms and conditions of this Agreement.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the foregoing Recitals, which Recitals are incorporated herein by this reference, for good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the parties hereby agree as follows:

1. Agreement to Proceed. RLC agrees to proceed with the recordation and acceptance of the Conservation Easement, based on the promises and commitments made by Obligated Parties herein.

2. Modification. In the event that ACOE reviews the Conservation Easement after the date that it is recorded, and requires that any changes be made, Obligated Parties shall address the comments received from the ACOE, until ACOE approves of the Conservation Easement. If ACOE requires the Conservation Easement be amended, the parties agree to address such comments from ACOE by either executing an amendment to the Conservation Easement, or entering into an amended and restated version of the Conservation Easement, to replace in its entirety the Conservation Easement originally recorded, with no change to the property analysis record ("PAR") referred to in the Endowment Agreement, unless ACOE requires changes to the Conservation Easement that impact RLC's obligations thereunder.

3. RLC's Costs. In connection with any modification required of the Conservation Easement, Obligated Parties shall reimburse RLC for all costs and expenses incurred by RLC arising out of such modifications including, without limitations, its legal fees and staff costs.

Obligated Parties acknowledge that RLC charges an hourly fee for its staff time (and that such hourly fee is adjusted, from time -to -time); and Obligated Parties acknowledge that they will be required to pay the rate charged by RLC at the time of any such modification. At RLC's direction, Obligated Parties shall make a deposit with RLC in an amount equal to the fees contemplated by RLC, and RLC may draw down on such deposit, as fees are incurred by it. Obligated Parties shall replenish such deposit, from time -to -time at RLC's request. RLC makes no representation or warranty relative to the costs that it may incur as a result of a modification to the Conservation Easement.

4. Indemnity. Obligated Parties shall indemnify, defend and hold RLC harmless from and against any claims, damages, liabilities, costs and expenses incurred by RLC arising out of the recordation of the Conservation Easement before it is approved by ACOE. Such indemnity is a continuing obligation.

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

To Obligated Parties: Beaumont Crossroads Logistics II Park Association c/o Affinius Capital
9830 Colonnade Boulevard, Suite 600
San Antonio, Texas 78230

City of Beaumont
c/o City Manager
550 East Sixth Street
Beaumont, CA 92223
Beaumont City Attorney
Attn: John Pinkney, SBEMP
74774 Highway 111
Indian Wells, CA 92210
With a copy to:

Beaumont Crossroads Logistics II Park Association
c/o McDonald Property Group
1140 N. Coast Highway
Laguna Beach, California 92651
To RLC:

Rivers & Lands Conservancy
Attn: Executive Director
6876 Indiana Avenue. Suite J-2
Riverside, CA 92506

6. California Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

7. Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. In order to expedite the transaction contemplated herein, electronic signatures may be used in place of original signatures on this Agreement. The parties hereto intend to be bound by the signatures on the electronic document, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the use of an electronic signature; provided, however, that the parties hereby agree to execute and provide to each other original signatures, upon the request made by either party to the other.

8. No Assignment. Obligated Parties shall not assign this Agreement. [Signatures appear on next page]

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date and year first above written.

OBLIGATED PARTIES:

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

Bruce McDonald, President
Date:

CITY OF BEAUMONT, a general law city
By:

Name:

Its:

Date:

RLC:

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

Name:

Its:

Date:

EXHIBIT "A"
(DRAFT CONSERVATION EASEMENT)
RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

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

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

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

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

B. The Easement Area is in a predominately unimproved natural condition and possesses wildlife and habitat values of great importance to Grantee, the United States Army Corps

of Engineers ("ACOE"), and the people of the state of California and United States. The Conservation Easement is intended to conserve existing and restored riparian and wetland habitat in Cooper's Creek, which (a) provides important habitat functions benefitting a variety of wildlife species, which may include lease Bell's vireo (Vireo belli pusillus)("LBV") and southwestern willow flycatcher (Empidonax trailli extimus) ("SWFL"), (b) provides plant dispersal, water quality, and hydrologic benefits, and (c) expands and protects a local wildlife movement corridor linking the Badlands to the San Timoteo Creek area (collectively, "Conservation Values").

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

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

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

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

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

H. The SARWQCB is the regional agency charged with protecting the quality of waters by formulating and adopting water quality plans for specific ground or surface water bodies, and by prescribing and enforcing requirements on domestic and water discharges pursuant to Section 401 of the Clean Water Act, and is a third party beneficiary of this Conservation Easement.

I. The Department is the State agency charged with regulatory authority over conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of those species pursuant to Section 1603 of the California Fish and Game Code, and is a third party beneficiary of this Conservation Easement.

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

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

Purpose.

The purposes of this Conservation Easement are to (i) ensure the Easement Area will be managed and preserved in a natural condition in perpetuity and (ii) prevent any use of the Easement Area that will impair or interfere with the Conservation Values of the Easement Area (the "Purpose"). Grantor intends that this Conservation Easement will confine the use of the Easement Area to such activities that are consistent with this Purpose, including without limitation, those involving the preservation and enhancement of native species and their habitats.

If a controversy arises with respect to the present natural condition of the Easement Area, Grantor, Grantee, the Agencies or any of their designees or agents shall not be foreclosed from utilizing any and all other relevant documents, surveys, photographs or other evidence or information to assist in the resolution of the controversy.

Grantee's Rights. To accomplish the Purpose of this Conservation Easement, Grantor, its successors and assigns hereby grant and convey the following rights to Grantee. These rights, without obligation, are also granted to the ACOE.

To preserve and protect the Conservation Values of the Easement Area; Access for ingress and egress over the Property for the purpose of entering upon the Easement Area to exercise any right allowed or duty required pursuant to this Conservation Easement. If at any time Grantor installs fences, gates or any other type of obstruction that would prevent access to the main entrance to the Project or to any portion of the Easement Area, Grantee shall have the right to use such gates or any other type of access entrance ("Gates") to the Easement Area to perform any of its duties or protect any of its rights with respect to the Easement Area.

The Grantor shall provide a set of reproducible keys or access code(s) to the Gates to the Grantee without charge. If the lock(s) or access code(s) to the Gates are replaced, the Grantor shall provide a new set of reproducible keys or access code(s) to the Gates to the Grantee without charge within seven (7) days of replacement of such lock(s) or access code(s). In no event will Grantee be obligated to maintain, repair, or replace fences or Gates; BCL hereby represents and warrants that it has an access over the Association's "Common Area" (the "MPLD Easement"), which is the property immediately to the west of the Easement Area, and which is owned by MPLD II Inland Empire KRB, LLC, a Delaware limited liability company ("MPLD"), pursuant to that certain Declaration of Covenants, Conditions and Restrictions for Beaumont Crossroads Logistics II Park recorded on December 28, 2020, as Document No. 2020-0524170, Official Records of Riverside County, California. BCL further represents and warrants that it has the right to grant such rights to Grantee. Accordingly, BCL hereby grants to Grantee in perpetuity the right to utilize BCL's existing access rights to the Easement Area for the purposes set forth in this Conservation Easement.

BCL, and its successors and assigns shall hold haiiiiless, protect, defend and indemnify the Grantee Indemnified Parties (as hereinafter defined) from and against any and all Claims arising from or in any way connected with RLC's use of the MPLD Easement.

To enter upon the Property and Easement Area at reasonable times in order to fulfill its obligations hereunder, to monitor compliance with and to otherwise enforce the terms of this Conservation Easement, and for scientific research, educational and interpretive purposes by Grantee or the ACOE, provided that neither Grantee nor the ACOE shall unreasonably interfere with Grantor's authorized use and quiet enjoyment of the Property; To prevent any activity on or use of the Easement Area that is inconsistent with the Purpose of this Conservation Easement and to require the restoration of such areas or features of the Easement Area that may be damaged by any act, failure to act, or any use that is inconsistent with the Purpose of this Conservation Easement;
To require that all mineral, air, and water rights as Grantee or ACOE deems necessary to preserve, protect and sustain the biological resources and Conservation Values of the Easement Area shall remain a part of and be put to beneficial use upon the Easement Area, consistent with the Purpose of this Conservation Easement; All present and future development rights appurtenant to, allocated, implied, reserved or inherent in the Easement Area; such rights are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Easement Area, Property, nor any other

property adjacent or otherwise;
The right to enforce by any means, including, without limitation, injunctive relief, the terms and conditions of this Conservation Easement; and The right to conduct Habitat Management and Monitoring activities consistent with the LTMP. Habitat Management and Monitoring activities shall not conflict with the preservation of the Conservation Values of the Easement Area or the Purpose of this Conservation Easement and shall be performed in compliance with all applicable laws, regulations, and permitting requirements (including those permits issued by ACOE acting in its regulatory capacity).

Prohibited Uses. Any activity on or use of the Easement Area that is inconsistent with the Purpose of this Conservation Easement is prohibited. Without limiting the generality of the foregoing, the following uses by Grantor, Grantee and their respective guests, agents, assigns, employees, representatives, successors, and third parties are expressly prohibited on the Easement Area:

Introduction of nuisance water onto the Easement Area, such as any drainage or overflow, including, but not limited to, water from pools, aquariums, waterbeds, and fountains where the overflow results from failure to promptly repair and stop the overflow; supplemental watering; except for the natural drainage of rainfall, and water related to Grantor's habitat management activities described in Section 6 or Grantee's habitat management activities described in Section 2;
Use of chemical fertilizers, pesticides, biocides, herbicides, rodenticides, fungicides or other agents or weed abatement activities, except for weed abatement activities necessary to control or remove invasive, exotic plant species in accordance with Subsection 5(d) or Subsection 6(g);
Incompatible fire protection activities except fire prevention activities set forth in Subsection 6(c);
Use of off -road vehicles and use of any other motorized vehicles except on existing roadways;
Grazing or other agricultural activity of any kind;
Recreational activities including, but not limited to, horseback riding, biking, hunting or fishing;
Residential, commercial, retail, institutional, or industrial uses or structures; Any legal or de facto division, subdivision or partitioning of the Easement Area, including a request for a certificate of compliance pursuant to the California Subdivision Map Act (California Government Code Section 66499.35);
Construction, reconstruction, expansion, location, relocation, installation or placement of any building, road, wireless communication cell towers, or any other structure or

improvement of any kind, or any billboard, fence, gate, boundary marker or sign, except signs permitted in Subsection 6(i) and fencing and walls permitted in Subsection 4(a); Dumping soil, trash, ashes, refuse, waste, bio-solids, garbage or any other material; Planting, introducing, or dispersing non-native or exotic plant or animal species; Filling, dumping, excavating, draining, dredging, mining, drilling, removing or exploring for or extraction of minerals, loam, gravel, soil, rock, sand or other material on or below the surface of the Property, or granting or authorizing surface entry for any such purposes; (m) Altering the surface or general topography of the Easement Area, including but not limited to any alterations to habitat, building roads or trails, flood control work, or paving or otherwise covering any portion of the Easement Area; (n) Removing, disturbing, altering, destroying, or cutting of trees, shrubs or other vegetation, except for (1) emergency fire breaks as required by fire safety officials as set forth in Subsection 6(c), (2) prevention or treatment of disease, (3) control of invasive species which threaten the integrity of the habitat, or (4) activities described in Sections 2, 5-6 herein. In the event that activity on the Easement Area is necessary to prevent or treat disease as listed herein, the first priority for action shall be chemical and biological methods. No invasive or non-native species shall be introduced to prevent or treat disease, unless chemical or biological methods have failed to resolve the problem and the agency with authority determines that no other methods will address the problem. Removal of vegetation to prevent or treat disease shall only be allowed if chemical or biological methods have failed to resolve the problem or upon a showing that removal of vegetation is required on an emergency basis;
(o) Manipulating, impounding or altering any natural watercourse, body of water or water circulation on the Easement Area, and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub -surface waters; (p) Creating, enhancing, and maintaining fuel modification zones (defined as a strip of mowed land or the planting of vegetation possessing low combustibility for purposes of fire suppression), or other activities that could constitute fuel modification zones; (q) Without the prior written consent of Grantee and ACOE, which Grantee and ACOE may each withhold, transferring, encumbering, selling, leasing, or otherwise separating the mineral, air, or water rights for the Property; changing the place or purpose of use of the water rights; abandoning or allowing the abandonment of, by action or inaction, any water or water rights, ditch or ditch rights, spring rights, reservoir or storage rights, wells, ground water rights, or other rights in and to the use of water historically used on or otherwise appurtenant to the Easement Area, including but not limited to: (1) riparian water rights; (2) appropriative water rights; (3) rights to waters which are secured under contract with any irrigation or water district, to the extent such waters are customarily applied to the Easement Area; and (4) any water from wells that are in existence or may be constructed in the future on the Easement Area; (r) Creation of any encumbrance superior to this Conservation Easement, other than those encumbrances set forth in Exhibit "C" hereto, or the recording of any involuntary

lien (which is not released within thirty calendar days), or the granting of any lease, license or similar possessory interest in the Easement Area which will affect the Conservation Values of the Easement Area;
(s) Any use or activity that may violate, or fail to comply with, relevant federal, state, or local laws, regulations, or policies applicable to Grantor, the Easement Area, or the use or activity in question; and
(t) Any and all other activities and uses which may adversely affect the Conservation Values of Easement Area or otherwise interfere with the Purpose of this Conservation Easement. Grantor and Grantee acknowledge that, in view of the perpetual nature of this Conservation Easement, they are unable to foresee all potential future land uses, future technologies, and future evolution of the land and other natural resources, and other future occurrences affecting the Purpose of this Conservation Easement. Grantee, in consultation with and written approval of the ACOE, may determine whether (1) proposed uses or proposed improvements not contemplated by or addressed in this Conservation Easement or (2) alterations in existing uses or structures, are consistent with the Purpose of this Conservation Easement.

Grantor's Duties. To accomplish the Purpose of this Conservation Easement as described in Section 1 above, Grantor shall:

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

The Agency Sign Off Notice shall not be given until all Agencies have provided fmal sign off and approval for all Agency Approvals;
Undertake all reasonable actions to prevent the unlawful entry and trespass onto the Easement Area using all reasonable methods available to Grantor including City code enforcement, and local law enforcement.

Install and maintain boundary markers identifying the boundary of the Easement Area, at least every two hundred feet (200') around the Easement Area.

Provide and maintain a properly graded driveway to access the Easement Area from Fourth Street, as shown on Exhibit "D", attached hereto; Install and maintain a gate preventing unauthorized vehicular access at the temporary driveway on Fourth Street, in the location designated on Exhibit "D"; Install and maintain signage saying "Natural Space Open Space", "Protected Natural Area", or similar descriptions, in locations approved by Grantee;

Cooperate with Grantee in the protection of the Conservation Values; Obtain any applicable governmental permits and approvals for any activity or use permitted by this Conservation Easement, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements;
Within fifteen (15) days after any request from Grantee, Grantor shall (a) request the removal by law enforcement of any transient encampments within the Easement Area, (b) to the extent legally possible, remove transient trash and debris from the Easement Area and (c), not more frequently than monthly, remove all other trash and man-made debris from the Easement Area, excepting therefrom the Minor Trash Removal conducted by Grantee in accordance with Section 5(g); and
Be obligated to repair, remediate, or restore the Easement Area damaged by any activities herein for which it is responsible. Such restoration shall be conducted in compliance with a restoration plan prepared by a qualified Biological Monitor (defined below), and approved by Grantee and ACOE. At Grantee's option, either: (i) Grantor shall undertake such restoration pursuant to the restoration plan, and under Grantee's supervision, or (ii) Grantee shall undertake the restoration. Grantor shall be responsible for any costs incurred by Grantee pursuant to either (i) or (ii), as hereinafter provided. Grantee's costs shall include: (i) Grantee's staff time (at its then billed rate); and (ii) all out-of-pocket costs incurred by Grantee, including legal fees and fees of other consultants. Upon completion of restoration as specified in the approved restoration plan, Grantee shall have a Biological Monitor prepare a detailed monitoring report, and Grantee shall make the report available to Grantor and ACOE within thirty (30) days of completion of restoration activities. Grantee and the Biological Monitor shall sign the monitoring report. The monitoring report shall document the Biological Monitor's name and affiliation, dates Biological Monitor was present on site, activities observed and their location, Biological Monitor's observations regarding the adequacy of restoration performance in accordance with the approved restoration plan, and corrections recommended and implemented. Grantor shall be responsible for compensating and/or reimbursing Biological Monitor and Grantee for all reasonable and ordinary expenses incurred by them in discharging their respective responsibilities under this subsection within thirty (30) days of invoice.

The term "Biological Monitor," as referenced in the preceding paragraph, shall mean an independent third -party consultant with successful restoration experience and knowledge of aquatic resources in the San Bernardino -Riverside County area and expertise in the field of biology or a related field.

Notwithstanding the grant of this Conservation Easement, Grantor shall continue to be responsible for performing all responsibilities and obligations associated with property ownership, excepting only those specific obligations assumed by Grantee herein. Without limiting the generality of the foregoing, Grantor shall be responsible to maintain all designed, engineered, constructed and/or modified manufactured slopes, fill, cuts, berms, and banks adjacent to, within, or on the Property. Grantee shall bear no responsibility for such improvements or substructure, or for any liability resulting therefrom.

Grantee's Duties. To accomplish the Purpose of this Conservation Easement as described in Section 1, Grantee shall:
(a) Prepare a baseline survey and report documenting the condition of the Easement Area ("Baseline Report"), which Baseline Report shall be prepared prior to the recordation of this Conservation Easement. Grantee shall provide a copy of the Baseline Report to Grantor, and Grantor shall attest to the accuracy of the information by dating and signing the Baseline Report before the Baseline Report is provided to the ACOE. Such Baseline Report shall document the Conservation Values, public benefits, and conditions that relate to this Conservation Easement's restrictions and reserved rights, including written descriptions along with related maps and photographs. Such Baseline Report shall also provide a full property description, including background information that relates to this Conservation Easement, the location of the Conservation Easement, easement maps that contain the Conservation Easement boundaries, and shall establish, map, and provide photo points;
(b) Perform semi-annual compliance inspections of the Easement Area each year to document site conditions and to identify any activity or use that is inconsistent with the purpose of this Conservation Easement ("Field Survey"). During such semi-annual Field Survey, Grantee will document the site conditions necessary to perform its habitat management activities, including but not limited, to the presence and location of invasive plant species. Grantee will document the status of access control features (e.g., signage, fencing and Gates), as well as the existing site conditions, changes in site conditions, identify if any uses prohibited under the Conservation Easement have occurred, visit photo points and take photos, and arrange for corrective actions, as necessary. Grantee shall retain relevant documents relating to such Field Surveys, notify Grantor within one (1) week of any such Field Survey of any conditions that require corrective measures, and will arrange for follow-up surveys to be conducted, as needed, to review and address management issues;
(c) Prepare an annual report summarizing activities undertaken during the preceding year, including the Field Survey ("Annual Report"). Such Annual Report will describe the conditions of the Easement Area, describe changes in site conditions, and describe uses prohibited under the Conservation Easement. The Annual Report will identify any problems or management issues, any remedial or adaptive management actions taken, and identify an annual work plan for the following year. It will include photos, maps and other relevant exhibits. Grantee will provide a copy of the Annual Report to Grantor and ACOE. Grantee shall store materials including field notes, photos, photo location maps, and maps of site conditions; (d) Every five (5) years, prepare a detailed maintenance report ("5 -Year Maintenance Report") that includes a summary of habitat management and monitoring activities over the prior five-year period, including those activities from the Annual Reports, site photographs, corrective actions, and adaptive management recommendations. (e) On a semiannual basis, conduct habitat maintenance activities to control invasive and exotic plant species by herbicide application or other site appropriate control method consistent with the LTMP, as described below. During the Field Survey the location and extent of invasive and exotic plant species will be identified, mapped, and scheduled for control by a qualified herbicide applicator. Control is recommended to occur outside of the general bird -nesting

season; therefore, control is recommended between September 1St and February 15th. Control may occur during the bird -nesting season if a pre -work nesting bird survey is performed indicating nesting birds are absent. In general, all invasive and exotic plant species will be controlled. Focus will be on plants listed as invasive on the California Invasive Plant Council (Cal-IPC) Lists as an Al, A2, or have an invasiveness rating of "A" or "B" and on any new or unusual non-native plant that recruits onsite. Less invasive or innocuous weeds not listed on the Cal-IPC A -B list will be controlled as to not diminish habitat quality or degrade the Conservation Values. (f) Conduct a cowbird (Molothrus ater) trapping and removal program in order to reduce potential nest parasitism of LBV, SWFL, or other native bird species. Grantee will retain a permitted wildlife biologist (e.g. Santa Ana Watershed Association) to operate one cowbird trap every other year. The program will continue every two years, for a minimum of ten years, with annual reports submitted to U.S. Fish and Wildlife Service (USFWS). At the conclusion of the 10 years, a final report, including documentation of success and recommendations for future trapping needs, if necessary, will be submitted to USFWS.
(g) During each Field Survey, Grantee will collect and remove small items of litter and wind-blown debris, by hand ("Minor Trash Removal"). To the extent that Grantee identifies other items of trash and debris, Grantee will provide notice to Grantor, and Grantor will remove such items as needed;
(h) Subject to an Endowment Agreement approved in writing by the ACOE, set aside, hold, invest and disburse the Maintenance and Monitoring Endowment funds in trust solely for the purposes of preserving the Conservation Values of the Easement Area under this Conservation Easement in perpetuity;
(f) Have a fiduciary duty to ensure the Maintenance and Monitoring Endowment held in trust for the Easement Area is properly managed in accordance with the terms of the approved Endowment Agreement; and
(g) Obtain any applicable governmental permits and approvals for any activity or use permitted by this Conservation Easement, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirement. (h) Be obligated to repair, remediate, or restore the Easement Area damaged by any activities herein for which it is responsible Such restoration shall be conducted in compliance with a restoration plan prepared by a qualified Biological Monitor (defined below) and approved by the ACOE. Upon completion of restoration as specified in the approved restoration plan, Grantee shall have a Biological Monitor prepare a detailed monitoring report, and Grantee shall make the report available to Grantor and the ACOE within thirty (30) days of completion of restoration activities. Grantee and the Biological Monitor shall sign the monitoring report. The monitoring report shall document the Biological Monitor's name and affiliation, dates Biological Monitor was present on site, activities observed and their location, Biological Monitor's observations regarding the adequacy of restoration performance in accordance with the approved restoration plan, and corrections recommended and implemented.

(i) Notwithstanding anything to the contrary contained herein, Grantee shall have no obligation to expend any monies other than the interest, gains, or other earnings, additions and appreciation thereon, accrued on the Maintenance and Monitoring Endowment funds ("Earnings"), to satisfy its obligations under this Conservation Easement.

Reserved Rights. Grantor reserves to itself, and to its representatives, successors, and assigns, all rights accruing from its ownership of the Easement Area, including the right to engage in or to permit or invite others to engage in all uses of the Easement Area that are not expressly prohibited or limited by, and are consistent with, the Purpose of this Conservation Easement, including the following uses:

Access. Reasonable access through the Property and Easement Area to adjacent land over existing roads, or to perform obligations or other activities permitted by this Conservation Easement. The Grantor's rights to the Easement Area is limited to a right of possession that does not include any physical use or access to the Easement Area except to fulfill its obligations hereunder and as set forth in this section, notwithstanding the ownership of the underlying parcel, fee title, or any other property interest. Access by the public is in direct conflict with the Purpose of this Conservation Easement and thus shall not be permitted.

Fire Protection. The right, in an emergency situation only, to maintain firebreaks (defined as a strip of plowed or cleared land made to check the spread of a fire), trim or remove brush, otherwise perform preventative measures required by the fire department to protect structures and other improvements from encroaching fire, provided that in the event of an emergency situation, Grantor or its successors and assigns shall provide notification to Grantee that it intends to enter on the Easement Area immediately to perform emergency work, and shall timely restore any damage to the Easement Area that may occur as a result of any such emergency work. All other brush management activities, activities prohibited by Subsection 3(p), or other fire prevention measures suggested by the fire depaitiiient shall be limited to areas outside the Easement Area.

Hazardous Substances or Conditions. The rights, subject to prior consultation with the Grantee, to inhabit, work upon, ingress to, pass over, and egress from the Easement Area as necessary to remove and/or remediate hazardous substances or conditions. The rights reserved by this Subsection 6(c) do not relieve Grantor of any legal requirements to obtain prior permit authority from ACOE or other government authority with jurisdiction over any waters or land within the Easement Area.

Vegetation, Debris, and Exotic Species Removal. Removal or trimming of vegetation downed or damaged due to natural disaster, removal of man-made debris, removal of parasitic vegetation (as it relates to the health of the host plant) and removal of non-native or exotic plant or animal species. Vegetation, debris, and exotic plant species removal shall not be in direct or potential conflict with the preservation of the Conservation Values of the Easement Area or the Purpose of this Conservation Easement and shall be performed in compliance with all applicable laws, regulations, and permitting requirements.

Enforcement.

Right to Enforce. The ACOE shall have the same rights, remedies and limitations as Grantee under this Section 7. The rights under this Section 7 are in addition to, and do not limit rights conferred in Section 2 above, the rights of enforcement under the Agency Approvals, or any rights of the various documents created thereunder or referred to therein.

Notice of Violation. In the event that a Party or its employees, agents, contractors or invitees is in violation of the terms of this Conservation Easement or that a violation is threatened, the non -violating Party and/or ACOE demand the cure of such violation. In such a case, the non -violating Party and/or ACOE shall issue a written notice to the violating Party (hereinafter "Notice of Violation") informing the violating Party of the actual or threatened violations and demanding cure of such violations. The Notice of Violation shall be sent to the other Party and ACOE listed under Section 15 of this Conservation Easement.

Time to Cure. The violating Party shall cure the noticed violation within thirty (30) days of receipt of said written Notice of Violation. If said cure reasonably requires more than thirty (30) days, the violating Party shall, within the thirty (30) day period, submit to the non - violating Party and/or ACOE, as the case may be, for review and approval (which approval shall not be unreasonably withheld, conditioned, or delayed) a plan and time schedule to diligently complete a cure. The violating Party shall complete such cure in accordance with the approved plan. If the violating Party disputes the Notice of Violation, it shall issue a written notice of such dispute (hereinafter "Notice of Dispute") to the appropriate Party and/or ACOE within thirty (30) days of receipt of written Notice of Violation.

Failure to Cure. If the violating Party fails to cure the violation within the time period(s) described in Subsection 7(c), above, or Subsection 7(e)(2), below, the non -violating Party and/or ACOE may bring an action at law or in equity in a court of competent jurisdiction to enforce compliance by the violating Party with the terms of this Conservation Easement. In such action, the non -violating Party and/or ACOE may:

Recover any damages to which they may be entitled for violation by the violating Party of the terms of this Conservation Easement or for any injury to the Conservation Values of the Easement Area. The non -violating Party shall first apply any damages recovered to the cost of undertaking any corrective action on the Easement Area. Prior to implementation of any remedial or restorative actions pursuant to this paragraph, ACOE shall be consulted.

Enjoin the violation, ex parte as necessary, by temporary or permanent injunction without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies.

Pursue and obtain other equitable relief, including, but not limited to, the restoration of the Easement Area to the condition in which it existed prior to any such violation or injury. This remedy is expressly available notwithstanding the ability to claim damages as provided for in subdivision (1).

Otherwise enforce this Conservation Easement.

Notice of Dispute.

If the violating Party provides the non -violating Party and/or ACOE with a Notice of Dispute, as provided herein, the non -violating Party and/or ACOE shall meet and confer with the violating Party at a mutually agreeable place and time, not to exceed thirty (30) days from the date that the non -violating Party and/or ACOE receive the Notice of Dispute. The non - violating Party and/or ACOE shall consider all relevant information concerning the disputed violation provided by the violating Party and shall determine whether a violation has in fact occurred and, if so, whether the Notice of Violation and demand for cure issued by the non - violating Party and/or ACOE is appropriate in light of the violation.

If, after reviewing the violating Party's Notice of Dispute, conferring with the violating Party, and considering all relevant information related to the violation, the non - violating Party and/or ACOE determine that a violation has occurred, the non -violating Party and/or ACOE shall give the violating party notice of such determination in writing. Upon receipt of such determination, the violating Party shall have fifteen (15) days to cure the violation. If said cure reasonably requires more than fifteen (15) days, the violating Party shall, within the fifteen (15) day period, submit to the non -violating Party and/or ACOE for review and approval a plan and time schedule to diligently complete a cure. The violating Party shall complete such cure in accordance with the approved plan.

Conflicting Notices of Violation.

If any Party receives a Notice of Violation that is in material conflict with one or more prior written Notices of Violation that have not yet been cured by the Party (hereinafter "Active Notice(s) of Violation") such that the conflict makes it impossible for the Party to carry out the cure consistent with all prior Active Notices of Violation, the Party shall give written notice (hereinafter "Notice of Conflict") to the non -violating Party and/or ACOE issuing the later, conflicting Notice(s) of Violation. The Party shall issue said Notice of Conflict to the appropriate non -violating Party and/or ACOE within fifteen (15) days of the receipt of each such conflicting Notice of Violation. A valid Notice of Conflict shall describe the conflict with specificity, including a description of how the conflict makes compliance with all Active Notices of Violation impossible.

Upon issuing a valid Notice of Conflict to the appropriate non -violating Party and/or ACOE, as described above, the violating Party shall not be required to carry out the cure described in the conflicting Notice or Notices of Violation until such time as the non -violating Party responsible for said conflicting Notice(s) of Violation issue(s) a revised Notice of Violation that is consistent with prior Active Notices of Violation. Upon receipt of a revised, consistent Notice of Violation, the violating Party shall carry out the cure recommended in such notice within the time period(s) described in Subsection 7(c) above. Notwithstanding Subsection 7(g), failure to cure within said time period(s) shall entitle the non -violating Party to the remedies described in Subsection 7(d) and Subsection 7(h).

The failure of the violating Party to issue a valid Notice of Conflict within fifteen (15) days of receipt of a conflicting Notice of Violation shall result in a waiver of the violating Party's ability to claim a conflict.

Immediate Action. Notwithstanding anything contained herein to the contrary, in

the event that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Easement Area, the Party and/or ACOE seeking enforcement pursuant to Subsection 7(b) above may immediately pursue all available remedies, including injunctive relief, available pursuant to both this Conservation Easement and state and federal law.

The non -violating Party may immediately pursue all available remedies without waiting for the expiration of the time periods provided for cure or Notice of Dispute as described in Subsections 7(c) and 7(e)(1). The rights of the non -violating Party and/or ACOE under this paragraph apply equally to actual or threatened violations of the terms of this Conservation Easement.

Injunctive Relief. The violating Party agrees that the remedies at law for any violation of the terms of this Conservation Easement are inadequate and that the non -violating Party and ACOE shall be entitled to the injunctive relief described in this Section, both prohibitive and mandatory, in addition to such other relief to which they may be entitled, including specific performance of the terms of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. The remedies described in this Section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity, including but not limited to, the remedies set forth in Civil Code Section 815, et seq..

Costs of Enforcement.
(a) Third Party Costs. Any out of pocket costs incurred by a Party in enforcing the terms of this Conservation Easement against another Party, including, but not limited to, legal fees, costs of suit, and any costs of restoration necessitated by a Party's violation or negligence under the terms of this Conservation Easement shall be borne by the violating Party ("Enforcement Costs").
(b) Grantee's Costs. In the event that Grantee is the Party exercising its right to enforce the terms of this Conservation Easement, in addition to the Enforcement Costs, Grantor shall also reimburse Grantee for all of Grantee's staff time, based upon its standard hourly rate at the time of such violation (collectively with the Enforcement Costs, "Grantee's Costs").

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

At Grantee's election, Grantee shall have the option to require that Grantor advance Grantee's Costs to Grantee. Grantee shall exercise such right by notice to Grantor, together with an estimate of Grantee's Costs ("Advanced Amount"). Grantor shall pay the Advanced Amount to Grantee, within thirty (30) days of the receipt of a demand from Grantee.

Grantee shall deposit such Advanced Amount into a separate bank account, and shall have the right to draw down and pay itself from the Advance Amount, as Grantee's Costs are incurred. In the event that Grantee's Costs exceed the Advanced Amount, Grantor shall pay the balance to Grantee, within thirty (30) days of a demand. If the event that the actual Grantee's Costs are less than the Advanced Amount, Grantee shall reimburse Grantor for any sum remaining following the completion of such enforcement action. Payment of the Advanced Amount shall not be construed to limit Grantor's obligations hereunder to pay all of Grantee's Costs.

Enforcement Discretion. Enforcement of the terms of this Conservation Easement by a Party and/or ACOE shall be at the discretion of the Party and/or ACOE, and any forbearance by such Party and/or ACOE to exercise its rights under this Conservation Easement in the event of any breach of any term of the Conservation Easement shall not be deemed or construed to be a waiver by the non -violating Party or ACOE of such term or any other term of this Conservation Easement. Nor shall such forbearance be deemed or construed to be a waiver of any rights of a non -violating Party or ACOE to enforce the terms of this Conservation Easement in the case of any subsequent breach of the same or any other term of this Conservation Easement. No delay or omission by the non -violating Party or ACOE in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver.

Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Easement Area resulting from:

Any natural cause beyond Grantor's control, including without limitation, fire not caused by Grantor, flood, storm, and earth movement; Any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Easement Area resulting from such causes; provided that once the emergency has abated, Grantor, its successors or assigns promptly take all reasonable and necessary actions required to restore the Easement Area for damage caused by Grantor's action to the condition it was in immediately prior to the emergency; Acts by Grantee, or its employees, directors, officers, agents, contractors, or representatives, or the ACOE or its employees; or
Acts of third parties (including any governmental agencies) that are beyond Grantor's control.

Notwithstanding the foregoing, Grantor must obtain any applicable governmental permits and approvals for any emergency activity or use permitted by this Conservation Easement, and undertake any activity or use in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements.

Acts Beyond Grantee's Control. Nothing contained in this Conservation Easement

shall be construed to entitle Grantor, its successors or assigns to bring any action against Grantee, its successors or assigns for any injury to or change in the Easement Area resulting from:

Any natural cause beyond Grantee's control, including without limitation, fire not caused by Grantee, flood, storm, and earth movement; Any prudent action taken by Grantee under emergency conditions to prevent, abate, or mitigate significant injury to the Easement Area resulting from such causes, provided that once the emergency has abated, Grantee, its successors or assigns promptly take all reasonable and necessary actions required to restore the Easement Area for damage caused by Grantee's actions to the condition it was in immediately prior to the emergency; Acts by Grantor or its employees, directors, officers, agents, contractors, or representatives, or ACOE; or
Acts of third parties (including any governmental agencies) that are beyond Grantee's control.

Notwithstanding the foregoing, Grantee must obtain any applicable governmental permits and approvals for any emergency activity or use permitted by this Conservation Easement, and undertake any activity or use in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements.

Use of Maintenance and Monitoring Endowment. If a court of competent jurisdiction determines that there has been a violation of any term of this Conservation Easement:

Funds from the Maintenance and Monitoring Endowment which was created to manage the Easement Area cannot be used to pay damages awarded as part of the judgment;
Funds from the Maintenance and Monitoring Endowment which was created to manage the Easement Area cannot be used to restore the Easement Area to the condition in which it existed prior to the violation; and
In lieu of recovering monetary damages against Grantee from any source, ACOE may direct the role of Grantee and related management responsibility to a new entity, which shall be qualified entity to hold and manage mitigation property pursuant to California Government Code section 65965 et seq.

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

Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, including the Easement Area. Grantor agrees that neither Grantee nor ACOE shall not have any duty or responsibility for the operation, upkeep, or maintenance (except those duties pursuant to Section 5) of the Property, the monitoring of hazardous conditions thereon, or the protection of Grantor, the public or any third parties from risks relating to conditions on the Property. Grantor

and Grantee remain responsible for obtaining any applicable governmental permits and approvals for any activity or use permitted by this Conservation Easement including those required from the ACOE acting in its regulatory capacity, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders and requirements.

Hold Harmless.

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

Grantor, and its successors and assigns shall hold harmless, protect, defend and indemnify Grantee and its respective directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them ("Grantee Indemnified Party" and collectively "Grantee Indemnified Parties") from and against any and all Claims arising from or in any way connected with: injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property regardless of cause, except to the extent caused by the negligence or willful misconduct of any of the Grantee Indemnified Parties.

If any action or proceeding is brought against any of the Grantee Indemnified Parties by reason of any Claim to which the indemnification in this Subsection 10(b) applies, then at the election of and upon written notice from the Grantee Indemnified Party, Grantor shall defend such action or proceeding by counsel reasonably acceptable to the applicable Grantee Indemnified Party or, if Grantee so elects, reimburse the Grantee Indemnified Party for all expenses (including, without limitation, reasonable attorneys' and experts' fees) incurred in defending the action or proceeding.

Taxes, No Liens. Grantor shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property, including the Easement Area, by competent authority (collectively, "Taxes"), including any Taxes imposed upon, or incurred as a result of, this Conservation Easement, and shall furnish Grantee and ACOE with satisfactory evidence of payment, if assessed, upon request. Grantor shall keep the Easement Area free from any liens (other than a security interest that is expressly subordinate to this Conservation Easement as provided in Section 14), including those arising out any obligations incurred by Grantor for any labor or materials furnished or alleged to have been furnished to or for Grantor at or for use on the Property, including the Easement Area.

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

Assignment or Transfer of Conservation Easement, Dissolution of Grantee, and Transfer of the Property.

Assignment or Transfer of the Conservation Easement.

This Conservation Easement may be assigned or transferred by Grantee only to an entity or organization authorized to acquire and hold conservation easements pursuant to Civil Code Section 815.3 and Government Code Section 65965-65968 (or any successor provision(s) then applicable) and only with the prior written approval of the ACOE. Grantee shall give Grantor and ACOE at least sixty (60) days prior written notice of the proposed assignment or transfer. Grantee shall record the assignment/transfer in the County of San Bernardino and include in the recorded document an updated notices provision (see Section 15, below). The failure of Grantee to perform any act provided in this section shall not impair the validity of this Conservation Easement or limit its enforcement in any way. Unless otherwise agreed by Grantor, Grantee and ACOE, along with such transfer of this Conservation Easement, Grantee shall transfer any funding remaining in the Maintenance and Monitoring Endowment it is then holding for purposes of this Conservation Easement to a qualified endowment holder under California Government Code section 65965 et seq., after satisfying all outstanding contracts and obligations on those funds. Any transfer under this Section is subject to the requirements of Subsection 19(o).

Dissolution of Grantee. Grantee shall immediately transfer the Conservation Easement and deliver any Maintenance and Monitoring Endowment funds it is then holding for purposes of this Conservation Easement, to an entity or other non-profit organization in accordance with Subsection 13(a), if any of the following occurs:

Grantee dissolves;
Grantee is the subject of a voluntary or involuntary petition in bankruptcy;

Grantee is unable to carry out its obligations under this Conservation Easement; or
The Grantor reasonably determines, and with the concurrence of the ACOE, that the Maintenance and Monitoring Endowment held by Grantee, or its successor entity, are not being held, managed, invested, or disbursed for conservation purposes and consistent with this Conservation Easement and legal requirements.

Transfer of the Property.

Grantor agrees to (i) incorporate by reference to the title of and the recording information for this Conservation Easement in any deed or other legal instrument by which each divests itself of any interest in all or a portion of the Property, including, without limitation, a leasehold interest and (ii) give actual notice to any such transferee or lessee of the existence of this Conservation Easement. Said deed or legal instrument shall provide updated Grantor notice information as per Section 15, below. Grantor further agrees to give written notice to Grantee and the ACOE of the intent to transfer any interest at least sixty (60) days prior to the date of such transfer. In the event Grantor elects to transfer the Easement Area, Grantor shall transfer all of the Easement Area (in no event shall Grantor transfer only a portion of the Easement Area). The failure of Grantor, its successor or assign to perform any act provided in this Subsection 13(c) shall not impair the validity of this Conservation Easement or limit its enforceability in any way, and Grantor assumes any liability relating to transfer(s) or assignment(s) to bona fide purchasers without notice of the existence or terms of this Conservation Easement. Any transfer under this Section is subject to the requirements of Subsection 19(o).

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

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

Notices. All notices, demands, requests, consents, approvals, or communications from one

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

To Grantor:

Beaumont Crossroads Logistics II Park Association
c/o Affinius Capital
9830 Colonnade Boulevard, Suite 600
San Antonio, Texas 78230
And
City of Beaumont
Beaumont Civic Center
Attn: Director of Public Works
550 East 6th Street
Beaumont, California 92223
And
Beaumont City Attorney
Attn: John Pinkney, SBEMP
74774 Highway 111
Indian Wells, CA 92210
With a copy to: Beaumont Crossroads Logistics II Park Association c/o McDonald Property Group
1140 N. Coast Highway
Laguna Beach, California 92651
To Grantee:

With a copy to:

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

When the underlying fee for the Easement Area is conveyed, the successor shall record a

document entitled Conservation Easement/Change of Notices Provisions.

Amendment. This Conservation Easement may be amended by Grantor and Grantee only by mutual written agreement and subject to the prior written consent of the ACOE. Any such amendment shall be consistent with the Purpose of this Conservation Easement and California law governing conservation easements and shall not affect its perpetual duration. Grantor shall record any amendments in the Official Records of the county in which the Property is located and shall provide a copy of the amended conservation easement to Grantee and ACOE promptly upon recordation.

Recordation. Grantee shall record this Conservation Easement in the Official Records of the county in which the Property is located. Promptly following recordation, Grantee shall provide a conformed copy of the recorded Conservation Easement to Grantor and ACOE. Grantee or ACOE may re-record it at any time as it deems necessary to preserve its rights in this Conservation Easement.

Estoppel Certificate. Upon request, either Grantor or Grantee shall execute and deliver to the other, within fifteen (15) days after a request by either of them, an estoppel certificate, which certifies compliance with any obligation of the requesting party contained in this Conservation Easement and otherwise evidences the status of this Conservation Easement. The parties approve of a form of Estoppel Certificate similar to the form attached hereto as Exhibit "F".

General Provisions.

Controlling Law. The laws of the United States and the state of California, disregarding the conflicts of law principles of such state, shall govern the interpretation and performance of this Conservation Easement.

Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Conservation Easement shall be liberally construed in favor of and to accomplish the Purpose of this Conservation Easement and the policy and purpose set forth in California Civil Code Section 815, et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the Purpose of this Conservation Easement that would render the provision valid shall be favored over any interpretation that would render it invalid.

Severability. If a court of competent jurisdiction voids or invalidates on its face any provision of this Conservation Easement, such action shall not affect the remainder of this Conservation Easement. If a court of competent jurisdiction voids or invalidates the application of any provision of this Conservation Easement to a person or circumstance, such action shall not affect the application of the provision to other persons or circumstances.

Entire Agreement. This instrument together with the attached exhibits and any documents referred to herein sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Conservation Easement. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment in accordance with Section 16.

No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of

Grantor's title in any respect.

Joint and Several Liability. Each Grantor executing this Conservation Easement, and their respective successors in interest, shall be jointly and severally liable for all obligations of the Grantor contained herein.

Successors and Assigns. The covenants, terms, conditions, and restrictions of this Conservation Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns, and shall constitute a servitude running in perpetuity with the Property. The covenants hereunder benefiting Grantee shall also benefit the ACOE as a third -party beneficiary.

Termination of Rights and Obligations. Except as otherwise expressly set forth in this Conservation Easement and provided the transfer was consistent with the terms of this Conservation Easement, a party's rights and obligations under this Conservation Easement shall terminate upon transfer of the party's interest in the Conservation Easement or Property (respectively), except that liability for acts or omissions occurring prior to transfer shall survive transfer.

Captions. The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon its construction or interpretation.

Counterparts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by all parties; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling.

Exhibits. The following Exhibits referenced in this Conservation Easement are attached to and incorporated by reference in this Conservation Easement:

EXHIBIT A — Legal Description of Property
EXHIBIT B — Legal Description and Depiction of Easement Area EXHIBIT C — Preliminary Title Report dated November 6, 2024 EXHIBIT D — 4th Street Gate
EXHIBIT E — Present Natural Condition of the Easement Area EXHIBIT F - Estoppel Certificate
No Hazardous Materials Liability.

Grantor represents and warrants to Grantee and ACOE that it has no knowledge or notice of any Hazardous Materials (as defined further below in this Section 19(k)) or underground storage tanks existing, generated, treated, stored, used, released, disposed of,

deposited or abandoned in, on, under, or from the Property, or transported to or from or affecting the Property. All references to "Property" in this Subsection 19(k) included, but are not limited to, the Easement Area.

Without limiting the obligations of Grantor under Section 10 of this Conservation Easement, Grantor hereby releases and agrees to indemnify, protect and hold harmless the ACOE Indemnified Parties (defined in Section 10) from and against any and all Claims (defined in Section 10) arising from or connected with any Hazardous Materials or underground storage tanks present, alleged to be present, released in, from, or about, or otherwise associated with the Property at any time, except that this indemnification shall be inapplicable to the ACOE Indemnified Parties with respect to any Hazardous Materials placed, disposed, or released by the ACOE. This release and indemnification includes, without limitation, Claims for injury to or death of any person or physical damage to any property; and the violation or alleged violation of, or other failure to comply with, any Environmental Laws (defined below).

Without limiting the obligations of Grantor under Section 10 herein, Grantor hereby releases and agrees to indemnify, protect and hold harmless the Grantee Indemnified Parties (defined in Section 10) from and against any and all Claims (defined in Section 10) arising from or connected with any Hazardous Materials present, alleged to be present, or otherwise associated with the Property at any time, except that this release and indemnification shall be inapplicable to the Grantee Indemnified Parties with respect to any Hazardous Materials placed, disposed or released by Grantee, its employees or agents. This release and indemnification includes, without limitation, Claims for (i) injury to or death of any person or physical damage to any property; and (ii) the violation or alleged violation of, or other failure to comply with, any Environmental Laws (defined below). If any action or proceeding is brought against any of the Grantee Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from the applicable Grantee Indemnified Party, defend such action or proceeding by counsel reasonably acceptable to the applicable Grantee Indemnified Party or reimburse the applicable Grantee Indemnified Party for all expenses (including, without limitation, reasonable attorneys' and experts' fees) incurred in defending the action or proceeding.

Despite any contrary provision of this Conservation Easement, the parties do not intend this Conservation Easement to be, and this Conservation Easement shall not be, construed such that it creates in or gives Grantee or the ACOE any of the following:

The obligations or liabilities of an "owner" or "operator," as those terms are defined and used in Environmental Laws (defined below), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.; hereinafter, "CERCLA"); or The obligations or liabilities of a person described in 42 U.S.C.

Section 9607(a)(3) or (4); or
The obligations of a responsible person under any applicable Environmental Laws, as defined below; or
The right to investigate and remediate any Hazardous Materials, as

defined below, associated with the Property; or
Any control over Grantor's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Property.

The term "Hazardous Materials" includes, without limitation, (a) material that is flammable, explosive or radioactive; (b) petroleum products, including by-products and fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA; Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq; hereinafter "RCRA"); the Hazardous Materials Transportation Act (49 U.S.C. Section 5101 et seq.; hereinafter "HTA"); the Hazardous Waste Control Law (California Health & Safety Code Section 25100 et seq.; hereinafter "HCL"); the Hazardous Substance Account Act (California Health & Safety Code Section 25300 et seq.; hereinafter "HSA"), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable federal, state or local laws, ordinances, rules, regulations or orders now in effect or enacted after the date of this Conservation Easement.

The term "Environmental Laws" includes, without limitation, CERCLA, RCRA, HTA, HCL, HSA, and any other any federal, state, local or administrative agency statute, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials. Grantor represents, warrants and covenants to Grantee and ACOE that Grantor's activities upon and use of the Property will comply with all Environmental Laws.

Extinguishment. If circumstances arise in the future that render the Purpose of this Conservation Easement impossible to accomplish, this Conservation Easement can only be terminated or extinguished, in whole or in part, by judicial proceedings in a court of competent jurisdiction.

Warranty. Grantor represents and warrants that:
(1) Grantor is the sole owner of fee simple title to the Property; (2) There are no other previously granted easements existing on the Easement Area that interfere or conflict with the purposes of this Conservation Easement as evidenced by the Preliminary Report prepared by Commonwealth Title Company dated November 6, 2024, attached at Exhibit D;
(3) The Easement Area is not subject to any other conservation easement; (4) There are no outstanding mortgages, liens, encumbrances or other interests in the Property (including, without limitation, water and mineral interests) that may conflict or are otherwise inconsistent with this Conservation Easement and which have not been expressly subordinated to this Conservation Easement by a written, recorded Subordination Agreement approved by Grantee and the ACOE;

(5)
Grantor certifies that the only structures or improvements existing within the Easement Area as of the date of this Conservation Easement are (collectively, "Infrastructure");
(6) The present natural condition of the Easement Area is evidenced in part by the depiction of the Easement Area attached on Exhibit "E-1," showing all relevant and plottable property lines, easements, dedications, Infrastructure, boundaries and major, distinct natural features such as waters of the United States; and
(7)
Grantor has delivered further evidence of the present natural condition to Grantee and the ACOE consisting of: (1) a color aerial photograph of the Easement Area taken on ; (2) an overlay of the Easement Area boundaries on such aerial photograph; and (3) on -site color photographs showing all man-made improvements or structures (if any) and the major, distinct natural features of the Easement Area.

Change of Conditions. If one or more of the purposes of this Conservation Easement may no longer be accomplished, such failure of purpose shall not be deemed sufficient cause to terminate the entire Conservation Easement as long as any other purpose of the Conservation Easement may be accomplished. In addition, the inability to carry on any or all of the permitted uses, or the unprofitability of doing so, shall not impair the validity of this Conservation Easement or be considered grounds for its termination or extinguishment. Grantor and Grantee agree that global warming and climate change -caused effects shall not be a basis for termination of this Conservation Easement.

No Merger. The doctrine of merger shall not operate to extinguish this Conservation Easement if the Conservation Easement and fee title to the Property become vested in the same party. If, despite this intent, the doctrine of merger applies to extinguish this Conservation Easement, Grantor shall record a replacement conservation easement containing the same protections embodied in this Conservation Easement. The replacement conservation easement shall identify a grantee other than the fee title owner of the Property, subject to the approval of Grantee and ACOE. Grantor shall provide Grantee and ACOE with an opportunity to review the replacement conservation easement prior to its recordation.

Third -Party Beneficiary. Grantor and Grantee acknowledge that the ACOE is a third -party beneficiary of this Conservation Easement with the right of access to the Property and Easement Area, the right to enforce all of this Conservation Easement's provisions, and all other rights and remedies of the Grantee under this Conservation Easement. [Signature Page to Follow]

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

Bruce McDonald, President
Date:
and

CITY OF BEAUMONT
By:

Name:

Its:

Date:

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

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

Name:

Its:

Date:

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

Signature (Seal)

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

Signature (Seal)

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

Signature (Seal)

Exhibit A
to the Conservation Easement Deed
Legal Description of Property
REAL PROPERTY situated in the City of Beaumont, County of Riverside, State of California, described as follows:

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

APNs: 424-010-007, 424-010-015 and 424 010 018

Exhibit B
Legal Description of Easement Area
EXHIBIT "B"

CONSERVATION EASEMENT AREA
COOPER'S CREEK"

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

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

BEGINNING AT A POINT ON THAT CERTAIN NORTHERLY LINE OF SAID PARCEL "C" SHOWN AS HAVING A SEARING AND DISTANCE OF WORTH 88' 43' 25" WEST, 815.06 FEET" ON SAID PARCEL MAP NO. 36426, DISTANT THEREON NORTH 88' 43' 25" WEST, 429.47 FEET, MEASURED ALONG SAID NORTHERLY LINE FROM THE EASTERLY TERMINUS THEREOF,• THENCE SOUTH 38' 39' 35" EAST, 32.61 FEET,-
THENCE NORTH 88' 42' 54" WEST, 38.36 FEET, -
THENCE SOUTH 28' 17' 41" EAST, 30.90 FEET;
THENCE SOUTH 83' 44' 32" EAST, 7.68 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS 21.00 FEET;
THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 57' 25' 55; AN ARC LENGTH OF 21.05 FEET/
THENCE TANGENT TO SAID CURVE, SOUTH 26' 18' 37" EAST, 5128 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS 10.50 FEET,.

THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 41' 31' 57", AN ARC LENGTH OF 7.61 FEET;
THENCE TANGENT TO SAID CURVE, SOUTH 67' 50' 34" EAST; 82.13 FEET; THENCE SOUTH 70' 28' 56" EAST 1.61 FEET;
THENCE SOUTH 60' 52' 45" EAST, 15.04 FEET;
THENCE SOUTH 68' 17' 48" EAST, 5179 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS 10.50 FEET;
THENCE EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 27 22' 23; AN ARC LENGTH OF 4.10 FEET, -
THENCE TANGENT TO SAID CURVE, NORTH 89' 19' 48" EAST, 80.75 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS 16.50 FEET,' Last Update: 03/19/20
O:3080\ESAR\M9igation\3080—Conaervation— 1.dw g

£1,j7I. 40 1.09 abed
N 1/4 COR.

OF SE C. 7 \_ EX HIBIT "B-1"
- CONSERVATION EASEMENT AREA
SAN TIMOTEO CREEK I COOPER'S CREEK"
P.O .B. BRIDGE NO. 56-0065 I
N 88'43'25 " W `� ,,815.06'
/.- 385 .59' 429.47

TOE OF SLOPE
PARCEL 2
PARCEL M AP N O. 36426
P.M.B. 2 42 / 24-29
60' W IDE EASEMENT FOR

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

REC. 06/16/1955 IN
BK. 1752, PG. 442, O.R.
(LOCATED BY FIELD SURVEY)
ICI �
+ I �\
I
50' WIDE EASEMENT TO
SHEET 1 OF 9
li

PARC EL C
IN N
EXISTING 4th ST.

SCALE: 1"= 250' 'ao1 PER P. M. NO. 36426
Last Updat. 03/19/20
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PREP ARED BY
OThienes Enineering, Inc.

CML ENGINEE R! LANG S f/Rl�EY11�
111/43'49 FIR ESTO NE BOULEVARD
L4 MIRAQ4, a 4UFt7RNM 9063@
Q PH(7452 1-4811 RW14)521-4175
NOTE

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TOE OF SLOPE
SE E SHEETS Z 8 & 9 FOR

LINE TABLES, CURVE TABLES,
E ASE MENT NOTES; DETAIL 'A'

AND VICINITY MAR

METROPOUTAN WATER

DISTRICT, RECORDED
OCTOBER 11, 1930 IN
BK. 144, PG. 80, O.R.

LEGEND:

E. 1/2 OF TH E W. 1 /2
OF TH E NE 1., SEC. 7
R iW. S B.M.

AS SHOWN ON
P.M. NO. 36426
P, M.B 242 / 24-29
N
N
N

I NDICATES COO PERS CREEK'
CO NSE RVATION EA SEMENT A REA.

CO NTAI NS: 47Z069 SQ. FT .

10.95 ACRES th
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Exhibit C
Preliminary Title Report

Exhibit D
Depiction of Fourth Street Gate

EXHIBIT E
Depiction of the Present Natural Condition of the Easement Area

Exhibit F
Form of Estoppel Certificate
Beaumont Crossroads Logistics II Park Association, a California non-profit mutual benefit corporation ("BCL"), City Development Partners, LLLP, a Delaware limited liability partnership ("City") (collectively, "Grantors"), and Rivers & Land Conservancy, a California non-profit corporation ("Grantee") entered into a Conservation Easement dated , 2024, and recorded in the Official Records of Riverside County as Document No. on , 2024
("Conservation Easement"). Pursuant to Section 16 of the Conservation Easement, either Grantor or Grantee can request that the other party issue this Estoppel Certificate with respect to the Conservation Easement.
[Grantor/Grantee] has requested that [Grantor/Grantee] deliver this Estoppel Certificate in favor of:
("Recipie
nt").

The undersigned hereby certifies as follows:

1. As of the date of this Certificate, the Conservation Easement is in full force and effect, has not been terminated or modified, and is enforceable in accordance with its terms. As of the date of this Certificate, there exist no defaults under the Conservation Easement, and no event which with the passage of time or the giving of notice or both would constitute a default under the Conservation Easement.

2. Both parties are in compliance with the Conservation Easement, and no monies are due by either party to the other thereunder.

3. [Grantor/Grantee] makes this Certificate to the best of its actual present knowledge, without duty of inquiry or the imposition of constructive knowledge, and understands that it will be relied upon by Recipient.
{GRANTOR/GRANTEE] :

By:

Dated:

Its:

EXHIBIT "B"
(DRAFT ENDOWMENT AGREEMENT)
Endowment Management Agreement
By and Between
Beaumont Crossroads Logistics II Park Association
and City of Beaumont
and
The Rivers & Lands Conservancy
This Endowment Management Agreement ("Agreement") is entered into by and between BEAUMONT CROSSROADS LOGISTICS II PARK ASSOCIATION, a California non-profit mutual benefit corporation ("BCL") and CITY OF BEAUMONT ("City", and collectively with BCL, "Grantor"), and the Rivers & Lands Conservancy, a California non-profit public benefit corporation ("RLC" or "Endowment Holder") (together, the "Parties," and individually a "Party"), for the creation and management of a Mitigation Endowment Fund as of the "Effective Date" as hereinafter defined.

WHEREAS, this Agreement is necessitated, in part, by the terms and conditions required in the following federal and state agency permits, collectively referred to as the "Agency Permits":

1. United States Army Corps of Engineers' ("ACOE") Section 404 Permit No.

SPL-2013-00802-JEM (the "Section 404 Permit");

2. Santa Ana Regional Water Quality Control Board ("SARWQCB") Clean Water Act Section 401 Permit No. 322013-18 (the "401 Permit");

3. California Department of Fish and Wildlife ("Department") Section 1603 Streambed Alteration Agreement No. 1600-2012-0136-R6 (the "Section 1603 SAA"),

4. the Conceptual Habitat Mitigation and Monitoring Plan for Impacts to Areas within the Jurisdiction of the United States Army Corps of Engineers, dated September 1, 2016, prepared by Glenn Lukos Associates ("HMMP"), and

5. the Long Term Management Plan for Hidden Canyon, dated May 31, 2016, and prepared by Glenn Lukos Associates ("LTMP").

WHEREAS, to satisfy requirements of the Agency Permits, Grantor will grant, concurrent with the execution of this Agreement, to RLC a perpetual conservation easement ("Conservation Easement") over certain real property consisting of approximately 19.97 acres in the County of Riverside, State of California, which is legally described on Exhibit "C" and depicted on Exhibit "D" attached hereto and incorporated by this reference (the "Property"), and which is found on portions of Assessor Parcel Numbers 424-010-007, 424-010-015 and 424-010-018 to provide mitigation for impacts of the Beaumont Logistics II Park Project (the "Proj ect");

WHEREAS, the Conservation Easement obligates RLC to certain activities to ensure compliance with the Conservation Easement (the "Compliance Monitoring"); WHEREAS, the Agency Permits require Grantor to establish a long-term financing or funding mechanism to provide ongoing payment for Compliance Monitoring; WHEREAS, RLC prepared a PAR (i.e. a property analysis record) (each an "Endowment Assessment") to calculate the amount of money (each an "Endowment Amount") necessary to provide a source of perpetual funding for the Compliance Monitoring. The Endowment Assessment dated November 6, 2024, is attached as Exhibit "E" and incorporated herein by reference;
WHEREAS, concurrently with the execution of this Agreement, Grantor shall pay the Endowment Amount to RLC, to be managed and administered in accordance with this Agreement; and
NOW, THEREFORE, in consideration of the mutual promises made herein, and for other and further consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

I. PURPOSES

1. The purpose of this Agreement is to establish a non -wasting endowment account, which will include a Principal Portion and a Distributable Portion, for the Compliance Endowment (the "Endowment Fund") for the Property with Endowment Holder into which funds equivalent to each Endowment Amount shall be deposited and to set forth the Parties' respective responsibilities with respect to each Endowment Amount to be held in the Endowment Fund.

2. The Endowment Fund shall be governed by the underlying laws, regulations, and specific government approvals under those laws and regulations for which the Endowment Fund was required, consistent with subdivision (b) of the California Government Code section 65966, with the Uniform Prudent Management of Institutional Funds Act (Cal. Probate Code, section 18501, et seq.) ("UPMIFA"). To the extent the funds are subject to UPMIFA, this Agreement shall be considered the "gift instrument" for the purposes of UPMIFA. This Agreement and Conservation Easement, collectively, shall be deemed in all respects to set forth the Parties' intent as to the uses, benefits, purposes, and duration of the Endowment Fund.

3. As described more fully herein, the Endowment Holder for the Compliance Endowment will be responsible to ensure that monies deposited the Endowment Fund are held as a charitable trust and are invested and managed in accordance with the Conservation Easement, and to the extent it is not inconsistent with the Conservation Easement, this Agreement to achieve the objectives set forth in the Conservation Easement. The Endowment Fund will be managed as a long-term investment intended to exist indefinitely and permanently restricted to paying the costs of Compliance Monitoring, and such Endowment Fund will be invested accordingly in a diversified investment portfolio in accordance with the endowment investment policy attached to

this Agreement as Exhibit "F", and incorporated herein by reference, which may be amended from time -to -time by Endowment Holder.

II. DEFINITIONS

1. "Endowment Holder" shall mean RLC.

2. "Principal Portion" shall mean the original Endowment Amount for the Compliance Endowment, plus additional amounts designated to be added to such original principal amount, pursuant to this Agreement.

3. "Distributable Portion" shall mean the earnings and revenue generated from the investment of the Principal Portion of the Endowment Fund, as contemplated by this Agreement.

4. "ACOE" shall mean the U.S. Army Corps of Engineers.

5. "Agreement" shall mean this Endowment Management Agreement entered into between Grantor and RLC, which includes the mitigation agreement pursuant to California Government Code 65965(f)(1), establishing the terms and conditions pursuant to which the Endowment Holder will accept custody of, and manage the Endowment Amounts in the Endowment Funds, and disperse funds.

6. "Compliance Endowment" shall mean the original corpus amount of Six Hundred Seventeen Thousand Three Hundred Eighty -Nine Dollars ($617,389.00), that has been identified by the applicable Endowment Assessment, as the funds required for the Compliance Monitoring.

7. "Effective Date" shall mean the date of the signature of the second Party to sign this Agreement.

8. "Endowment Fund" is a sum of money in a long-term stewardship account, held in trust in a fund designated by Endowment Holder for the Compliance Endowment. The Endowment Fund is to be maintained and managed in perpetuity in strict accordance with Government Code sections 65965-69568, Probate Code sections 18501-18510, and this Agreement to generate earnings and appreciation in value for use in funding Compliance Monitoring. The Endowment Fund shall comprise the Endowment Amount for the Compliance Endowment, and all interest, dividends, gains, other earnings, additions and appreciation thereon, as well as any additions thereto.

9. "Endowment Amount" shall mean the Compliance Endowment.

10. "Endowment Deposit" is the deposit required to be made by the Grantor to the Endowment Holder to fund the Endowment Fund. Endowment Deposits received by the Endowment Holder shall be deposited into the applicable Endowment Fund.

11. "Compliance Monitoring" shall mean those activities which RLC as Grantee under the Conservation Easement and Endowment Holder of the Endowment Fund has agreed to undertake.

12. "Party" and "Parties" shall mean respectively Grantor and RLC, individually, and Grantor and RLC, together.

13. "Reporting Period" shall mean from January 1 of each calendar year to December 31 of each calendar year, unless this Agreement is terminated, in which case the final Reporting Period shall be thirty (30) days prior to the date of termination of this Agreement.

III. ENDOWMENT ACCOUNT ESTABLISHMENT, INVESTMENT, AND

ADMINISTRATION

1. RLC agrees to establish an Endowment Fund for the Compliance Endowment in accordance with this Agreement into which the applicable Endowment Amount shall be deposited.

2. Concurrently with the recordation of the Conservation Easement, Grantor shall pay to Endowment Holder the Compliance Endowment. RLC shall, as soon as practicable after receipt of the Endowment Amount from Grantor, deposit the funds into the Endowment Fund. Such original amount shall be considered the Principal Portion of the Compliance Endowment.

3. Concurrently with the recordation of the Conservation Easement, Grantor shall also pay to RLC the sum of One Hundred Twenty -Two Thousand Four Hundred Forty -Six Dollars ($122,446.00) ("Compliance Monitoring Initial Financial Requirement"), which Compliance Monitoring Initial Financial Requirement is for the purpose of reimbursing RLC for its costs and expenses incurred in connection with its acceptance of the Compliance Endowment, and for fulfilling certain of RLC's obligations specified in the Conservation Easement for up to the first three (3) years following the date of this Agreement and the Conservation Easement. No other monetary amounts are payable to RLC in connection with its acceptance of the Conservation Easement, other than the Compliance Endowment and Compliance Monitoring Initial Financial Requirement.

4. Endowment Holder shall invest the monies in each Endowment Fund consistent with this Agreement, including but not limited to this Article III and Article I.3 of this Agreement and applicable State and Federal laws. The Endowment Fund shall be held in trust, managed, invested, and disbursed solely for, and permanently restricted to, pay the costs of Compliance Monitoring on the Property, in accordance with the Conservation Easement. Day-to-day investment decisions will be made by RLC based upon advice with a professional investment advisor or fmancial institution with which RLC has established or will establish an investment advisory relationship. RLC may rely on the advice of any such adviser, and may delegate day-to-day investment decision -making authority, consistent with applicable State and Federal law, to such adviser with respect to the management of each Endowment Fund.

5. For investment purposes only, RLC may pool any or all of the assets of each Endowment Fund with other funds held or managed by RLC that are subject to similar investment purposes and restrictions. The intent of such actions is to allow RLC to pool funds subject to the same investment purposes and restrictions for collective management, such that all participating funds may benefit from efficiencies of scale. Any funds from the Endowment

Fund pooled in this manner shall at all times remain subject to applicable State law, consistent with UPMIFA or any applicable successor to such law.

6. Notwithstanding Probate Code sections 18501-18510, the Parties intend that the Principal Portion of each Endowment Fund should not decrease in value through expenditure or investment strategy recognizing, however, that the Parties are not responsible for investment fluctuations. In this regard, the Principal Portion is intended to increase in value to keep up with inflation.

The Distributable Portion of the Endowment Fund shall be used by Endowment Holder for the costs and expenses of Compliance Monitoring ("Base Expenses"). Endowment Holder may set aside a portion (no more than 75 percent) of the Distributable Portion that is not required in any given year to fund Base Expenses that are anticipated by Endowment Holder for future years ("Surplus Expenses"); provided, however, that in any year, or series of years, in which the Distributable Portion does not meet or exceed the Base Expenses, no funds shall be set aside for Surplus Expenses.

To the extent any portion of the Distributable Portion remains in any given year, after paying all Base Expenses and providing for Surplus Expenses, such remaining amount of the Distributable Portion shall be added to the Principal Portion of the Compliance Endowment to provide for growth of the Principal Portion commensurate with inflation using the annual Consumer Price Index (CPI) data that is published every February by the California Department of Industrial Relations, Division of Labor Statistics and Research, for all urban consumers. Such amount as is added to Principal Portion shall not later be available for distribution.

7. Grantor acknowledges that RLC's Board of Directors has established an hourly billing rate for RLC's staff, which rate is subject to adjustment from time -to -time by the Board; such hourly billing rate is used by RLC to calculate the amount to be paid to RLC from the Distributable Portion, for fulfilling its Compliance Monitoring in the Conservation Easement.

8. RLC hereby certifies to ACOE it meets all of the requirements of California Government Code section 65968(e), as set forth on Exhibit "G."

9. Distributions from the Endowment Fund may be made from the Distributable Portion of the Endowment Fund as is prudent under the standard established by Section 18504 of UPMIFA.

Distributions shall be made by Endowment Holder as contemplated by Article III.6 above.

10. The Endowment Holder shall not make any disbursement of funds from the Endowment Fund for Compliance Monitoring expenses for the first three years following the date of this Agreement.

11. In the event a court of competent jurisdiction determines there has been a violation of any term of the Conservation Easement by either Party, funds from the Compliance Endowment cannot be used to pay damages awarded as part of the judgement and cannot be used to restore the Property to the condition in which it existed prior to the violation.

IV. RECORDS, REPORTING PROCEDURES AND AUDIT

1. Endowment Holder shall submit to Grantor and ACOE an annual funding report ("Annual Funding Report") for each calendar year this Agreement is in effect. Each Annual Funding Report shall be submitted by Endowment Holder between January 1 and March 31 of each calendar year, or at least thirty (30) days prior to the effective date of termination of this Agreement as provided by Article VII.

2. Pursuant to California Government Code Section 65966(e), the Annual Funding Report shall describe in reasonable detail and shall include at a minimum the following information:
(a) The balance of the Endowment Fund at the beginning of the Reporting Period; (b) The amount of the Endowment Fund balance reinvested by Endowment Holder into the Endowment Fund to provide for growth of the Endowment Fun commensurate with inflation (CPI calculation shall be provided);
(c) The net amounts of investment earnings, gains, and losses during the Reporting Period including both realized and unrealized amounts;
(d) The administrative expenses charged to the Endowment Fund from internal or third -party sources during the Reporting Period;
(e) Detail all expenses incurred by or on behalf of Endowment Holder for Compliance Monitoring performed during the Reporting Period;
(f)
(g)
The balance of the Endowment Fund at the end of the Reporting Period; The specific asset allocation percentages including, but not limited to, cash, fixed income, equities, and alternative investments; and
(h) The most recent financial statements for the Endowment Holder audited by an independent auditor who is, at a minimum, a certified public accountant.

3. Endowment Holder agrees that in preparing the Annual Funding Report and in maintaining its own records relevant to the Endowment Fund, that it shall use accounting standards promulgated by the Financial Accounting Standards Board or any other successor entity.

4. Endowment Holder agrees that Grantor and ACOE shall have the right to review and to copy any records and supporting documentation pertaining to the Endowment Fund.

Endowment Holder agrees to maintain such records for possible audit by Grantor or ACOE for a minimum of three (3) years following the relevant calendar year, unless a longer period of records retention is stipulated. Endowment Holder agrees to allow the Grantor or ACOE or their designated representative access to such records during

normal business hours and to allow interviews of any employees who might reasonably have information related to such records.

V. LIMITATIONS ON ENDOWMENT HOLDER'S LIABILITY
RLC shall not be liable to Grantor or other persons for losses arising from investments pursuant to this Agreement. RLC shall maintain reasonable and customary supervision and employment policies for its employees, but shall be liable for the acts of its employees only to the extent of a breach of the RLC's obligations under this Agreement by such employees when they are acting within the course and scope of their employment. RLC shall have no obligation to expend any monies satisfying its obligations under the Conservation Easement, other than the Compliance Monitoring Initial Financial Requirement and Distributable Portion of the Endowment Fund for the Compliance Endowment.

VI. FIDUCIARY OBLIGATIONS OF ENDOWMENT HOLDER

1. Endowment Holder shall make no disbursement of funds in the Endowment Fund or have any other obligations with respect to the Endowment Fund except in strict accordance with the provisions of this Agreement.

2. In carrying out its obligations under this Agreement, Endowment Holder shall apply the following principles of fiduciary without exception:
(a) There shall be no commingling of the Endowment Fund with other funds. Funds may be pooled for investment management purposes only in accordance with Article III.5 of this Agreement;
(b) Endowment Holder shall have a duty of loyalty to the Property with respect to each Endowment Fund and shall not use, pledge, impair, or borrow against funds in the Endowment Fund;
(c) Endowment Holder shall act as a prudent investor of the Endowment Fund using sound investment practices for long-term investment, subject to the Uniform Prudent Investor Act and UPMIFA (California Probate Code sections 16045-16054 and 18501-18510, respectively);
(d) Endowment Holder shall not delegate the responsibility for managing the funds to a third party, but may delegate authority to invest the funds with Endowment Holder's oversight; and
(e) Endowment Holder shall act with prudence when delegating authority and in the selection of agents.

VD. TERM AND TERMINATION OF AGREEMENT

1. Term. This Agreement shall be effective from the Effective Date until termination, as hereinafter provided.

2. Termination. Endowment Holder may, with or without cause, terminate this Agreement by providing at least one hundred eighty (180) days prior written notice to Grantor or its successor, ACOE. Regardless of the date that notice of termination is provided and the passage of the intervening one hundred eighty (180) day notice period, termination is not effective unless and until the Endowment Holder has transferred in an orderly fashion the custody, control or other power necessary for the investment, management, and administration of all monies in the Endowment Funds together with the transfer of the Conservation Easement to an entity identified by Endowment Holder and approved in writing by the ACOE. Within ninety (90) days following delivery of the monies in the Endowment Funds to an approved successor, Endowment Holder shall provide to Grantor with a copy to the ACOE, a final accounting showing the deposits (including interest accrued thereon) and disbursements of all sums received pursuant to this Agreement during the Reporting Period, together with such other documents that the ACOE may reasonably request. Upon delivery of the monies in the Endowment Funds to successor endowment holder and final accounting specified above, Endowment Holder's obligations under this Agreement shall cease and terminate.

VIII. CONTACT INFORMATION/COMMUNICATIONS

1. All approvals, notices, reports and other communications required or permitted under this Agreement shall be in writing and delivered by certified mail or overnight carrier that provides evidence of delivery. Each Party agrees to notify the other promptly after any change in named representative, address, telephone, or other contact information.

Notice shall be deemed effective upon receipt or rejection only.

2. The individuals named below shall be the representatives of Grantor and the RLC, respectively, for purposes of this Agreement:

If to Grantor:

Beaumont Crossroads Logistics II
Park Association
c/o Affinius Capital
9830 Colonnade Blvd, Suite 600
San Antonio, TX 78230
With a copy to:

City of Beaumont
If to RLC:

Executive Director
Rivers & Lands Conservancy
6876 Indiana Avenue, Suite J-2
Riverside, CA 92506

Beaumont Crossroads Logistics II
Park Association
c/o McDonald Property Group
1140 N. Coast Highway
Laguna Beach, California 92651
With a copy in all instances to:

United States Army Corps of Engineers,
Los Angeles District
915 Wilshire Blvd., Suite 1105
Los Angeles, CA 90017
Attn: Chief, Regulatory Division
IX. MISCELLANEOUS PROVISIONS

1. No Assignment. Neither Party may assign this Agreement, in whole or in part, to any individual or other legal entity without the prior written approval of the other Party and the prior written consent of the ACOE, which consent may be withheld.

2. Amendments. This Agreement may be amended only in writing agreed to and signed by both Parties and with the prior written consent of the ACOE in accordance with Article IX.8.

3. Severability. If any provision of this Agreement is held to be unlawful or invalid by any court of law with duly established jurisdiction over this Agreement, the Parties intend that the remainder of this Agreement shall remain in full force and effect notwithstanding the severance of the unlawful or invalid provision(s).

4. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

5. Dispute Resolution. The Parties will cooperate in good faith to achieve the objectives of this Agreement and to avoid disputes. The Parties will use good faith efforts to resolve disputes at the lowest organizational level and, if a dispute cannot be so resolved, the Parties will then elevate the dispute to the appropriate officials within their respective organizations.

6. Attorneys' Fees. In any action to enforce the terms of this Agreement, the Prevailing Party shall be entitled to recover from the non -prevailing party all reasonable attorneys' fees and costs. "Prevailing Party" shall include without limitation a party who dismisses an action in exchange for sums allegedly due; the party who receives performance from the other party for an alleged breach of contract or a desired remedy where the

performance is substantially equal to the relief sought in an action; or the party determined to be the prevailing party by a court of law. Not applicable to the third - party beneficiaries of this Agreement.

7. Independent Capacity. Each of the Parties is acting in its independent capacity in entering into and carrying out this Agreement and not as an agent, employee, or representative of the other Party.

8. Third -Party Rights. This Agreement confers rights and remedies upon the ACOE, as a third -party beneficiary, insofar as this Agreement is intended to carry out the requirements and obligations set forth in the Agency Permits, the Conservation Easement, and the LTMP. No person, other than the Parties or said named third -party beneficiary, has any rights or remedies under this Agreement. The Parties may not amend or terminate this Agreement without the prior written consent of ACOE.

9. Warrant of Authority. Each party to this Agreement warrants to the other that its respective signatory has fully right and authority to enter into and consummate this Agreement and the transactions contemplated hereby.

10. Exhibits. All Exhibits referred to in this Agreement are attached and incorporated herein by reference.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized representatives, intending to be bound legally. "GRANTOR"
ARTICLE I.Beaumont Crossroads Logistics II Park Association, ARTICLE ILa California non-profit mutual benefit corporation ARTICLE III.

ARTICLE IV.By:

ARTICLE V. Bruce McDonald, President
ARTICLE VI.

ARTICLE VII.Date:

ARTICLE VIII.

ARTICLE IX.and
ARTICLE X.

ARTICLE XI.CITY OF BEAUMONT
ARTICLE XII.

ARTICLE XIII.

ARTICLE XIV.By:

Name:

Its:

Date:

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

Name:

Its:

Date:

EXHIBIT "A"
SECTION 404 PERMIT

EXHIBIT "B"
[OTHER AGENCY PERMITS]

EXHIBIT "C"

LEGAL DESCRIPTION OF PROPERTY

EXHIBIT "D"

LEGAL DEPICTION OF PROPERTY

EXHIBIT "E"

ENDOWMENT ASSESSMENT

EXHIBIT "F"

ENDOWMENT INVESTMENT

EXHIBIT "G"

RLC ENDOWMENT CERTIFICATION
Conservation Endowment Certification
(Cal. Gov. C. 65968(e))
Pursuant to California Government Code section 65968(e), Rivers & Lands Conservancy, a California non-profit public benefit corporation ("RLC") certifies that it meets all of the following requirements.

1. RLC has the capacity to effectively manage each Endowment Fund;

2. RLC has the capacity to achieve reasonable rates of return on the investment of each Endowment Fund similar to those of other prudent investors for endowment funds and shall manage and invest each Endowment Fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, consistent with UPMIFA;

3. RLC utilizes generally accepted accounting practices (GAAP) as promulgated by the Financial Accounting Standards Board or any successor entity for nonprofit organizations;

4. RLC will be able to ensure that each Endowment Fund is accounted for, and tied to the Property; and

5. RLC has an investment policy that is consistent with the UPMIFA. 60 Modification Agreement 001
63525223.1/203513.0124

PROJECT: SR -60 Potrero II
APN: 424-010-007

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

NOW, THEREFORE, City and Developer agree as follows:

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

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

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

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

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

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

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

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

2. Obligations of Developer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.4 Definitions.

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

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

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

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

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

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

4. Feasibility Period.

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

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

4.3 If City disapproves of the results of the inspection and review or the results of any Phase I Environmental Report, City may elect, prior to the last day of the Feasibility Period (or any extension thereof), to terminate this Agreement by giving Developer written notification prior to the last day of the Feasibility Period (or any extension thereof). If City fails to properly notify Developer of the intent to approve or terminate this Agreement, City shall be deemed to have terminated this Agreement .
5 17336.00629\42467966.11

5. Access.

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

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

6. Title.

6.1 Immediately following the execution of this Agreement by both Parties, Developer and City shall cause Escrow Agent to issue to City a preliminary report ("Preliminary Report") (with a copy to Developer) for a Standard Coverage ALTA Owner's Policy (with regional exceptions) of Title Insurance (sometimes formerly referred to as a CLTA Title Insurance Policy) for the Property, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters affecting Developer's title to the Property, together with copies of all documents relating to title exceptions referred to in the Preliminary Report.
6 17336.00629\42467966.11

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

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

7. INTENTIONALLY DELETED.

8. Close of Escrow.

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

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

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

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

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

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

8.6 Closing Instructions. On the Closing Date (or any extension thereof), Escrow Agent shall close Escrow as follows:
(a) record the Deed (marked for return to City) with the Riverside County Recorder;
(b) issue the Title Policy;
(c) prorate taxes, assessments, rents, and other charges as provided in Section 8.7 below;
(d) prepare and deliver to both City and Developer one signed copy of Escrow Agent's closing statement showing all receipts and disbursements of the Escrow; (e)
Affidavit; and
deliver to City the FIRPTA Affidavit, and the Withholding (g) If Escrow Agent is unable to simultaneously perform all of the instructions set forth above, Escrow Agent shall notify City and Developer and retain all funds and documents pending receipt of further instructions jointly issued by City and Developer.
17336.00629\42467966.11
8

8.7 Closiiw Costs and Prorations. Developer shall pay the following closing costs and prorations through the Close of Escrow as follows:
(a) Developer shall pay all governmental conveyancing fees and taxes due upon transfer of the Property, except that no documentary transfer tax will be payable with respect to this transaction, pursuant to Revenue and Taxation Code Section 11922; (b) Developer shall pay the recording charges in connection with recordation of the Deed; except that this Deed is entitled to be recorded without a fee pursuant to Government Code Section 27383 because the Deed is for the benefit of a public agency; (c) Developer shall pay all charges in connection with issuance of a Standard Coverage ALTA Owner's Policy (with regional exceptions) of Title Insurance (sometimes formerly referred to as a CLTA Title Insurance Policy) in the amount of $1,000,000; (d) Developer shall pay all costs associated with environmental reports, including the Phase I Environmental Site Assessment Report, and any further testing and reports which may be reasonably necessary as a result of such report as approved by Developer; and
(e) Developer shall pay all fees and charges levied by Escrow Agent.

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

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

9. Acceptance. The acceptance of the Property by City and the Closing of Escrow (as defined in Section 8) are subject to the satisfaction of the following no later than the Closing Date:
(a) City's approval of the condition of the Property as provided in Section 4 and title to the Property as provided in Section 6. In addition, Developer shall remove any debris or trash from the Property prior to the Close of Escrow; (b) The representations and warranties of Developer set forth in Section 2.2 shall be true and accurate as of the Closing Date;
17336.00629\4246796
(c) Developer's performance of all obligations under this Agreement; 9

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

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

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

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

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

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

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

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

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

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

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

18. This Agreement may be executed in one or more counterparts. Each shall be deemed an original and all, taken together, shall constitute one and the same instrument. 11 17336.00629\42467966.11

SIGNATURE PAGE FOR THE DEDICATION AGREEMENT BETWEEN THE CITY

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

DEVELOPER
Lassen Development Partners, LLLP
Date: 10/31/2024
By: Lassen Development Partners GP, LLC, a
Delaware limited liability company,
its general partner
TIL
eizJ4 7/446.2.4 -
Charles Hibben, Manager
CITY
City of Beaumont n�//��
Date: /ROI Obc[
By:

Elizabet Gibbs, City Manager
17336.00629\42467966.11
Approved as to Form:
12

EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED

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

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

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

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

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

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

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

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

APN: 424-010-007
13 17336.00629\42467966.11

EXHIBIT B

GRANT DEED
14 17336.00629\42467966.11

Recorded at request of and return to:

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

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

GRANT DEED
PROJECT: SR -60 Potrero II
APN: 424-010-007
(Space above this line reserved for Recorder's use)
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LASSEN DEVELOPMENT PARTNERS, LLLP, a Delaware limited liability partnership, herein called "Grantor", hereby GRANTS to CITY OF BEAUMONT, a general law city and municipal corporation ("Grantee"), the real property in the unincorporated area of the County of Riverside, State of California, described as:
[EXHIBIT "A' ATTACHED]
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the _ day of , 2024. 17336.00629\42467966.11
Lassen Development Partners, LLLP,
a Delaware limited liability limited partnership
By: Lassen Development Partners GP, LLC,
a Delaware limited liability company,
its general partner
By
Charles Hibben, Manager

ATTACH NOTARY ACKNOWLEDGEMENT
15

STATE OF
§

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

WITNESS my hand, and official seal, this day of , 2024.

Notary Public
16 17336.00629142467966.1 I

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

GRANTEE:

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

Youth Council 2025 - 2026
Year End Recap
Statistics _MI
• Held 5 Meetings and 4
Informational Meetings
• Participated in 3 City Events
• Gave a report out at 3 City Council
Meetings
• Established 5 Goals and Objectives
• Implemented a Youth Council Logo
• Collaborated with Banning
Youth Council
• Toured the City and bus stops
• Attended 6 committee meetings
• Completed 1 City survey
• Had * guest speakers
Positive Feedback
Involvement in the community. City tours and guest speakers. Involvement in Committees. Public Speaking experience at City Council meetings. Collaboration with Banning Youth Council.

Objectives
Actions

1. Youth Council Booths at City Events

2. Recruitment

3. Promote on Social Media

4. Collaborate with other Youth Councils

5. Sub -committees

1. 2.

3. 4.

5. Volunteering at events.

Handed out flyers, sharing on google
classroom, BHS broadcast, District
outreach
Posts of Upcoming and Recaps of
Meetings. Advertized YC logo.

Attended Banning Youth Council
Meeting
Sub -committees for Recruitment,
Booths, Social Media, Collaboaration and
Outreach
Improvements
Participation and quorum of meetings. Meetings more often, add virtual meetings.

Group bonding activities. Include 9th grade. Advertize the transit route that goes from BHS to City. Text message reminders.

BEAUMONT
-C A L I F O R N A -
Staff Report
TO: Honorable Mayor and Members of the City Council
FROM: Lisa Leach, Interim Finance Director
BY: Darron Usher, Principal Management Analyst
DATE: June 2, 2026
SUBJECT: First Reading and Introduction of an Ordinance for Annexation No. 1 Baldwin Ranch, into Community Facilities District No. 2025-M (Maintenance Services)
Description: The proposed action presents a request from Penn St. Development, LLC, ("Owner") for the annexation of territory into Community Facilities District No. 2025-M ("CFD No. 2025-M") to support approximately ten (10) Single -Family Residential lots.

The proposed territory would establish Tax Zone 1 into CFD No. 2025-M and would authorize the levy of special tax under the Mello -Roos Community Facilities Act of 1982 (the "Act") to fund ongoing maintenance services, including streetlights, streets, parks, and graffiti abatement.

Background and Analysis:

On April 21, 2026, the City Council adopted Resolution No. 2026-13, declaring its intent to annex territory to CFD No. 2025-M and commence the annexation proceedings for the territory to be annexed, also known as Annexation No. 1. The next steps in the annexation proceedings are to hold a public hearing on June 2, 2026, to conduct an election for the landowners and to declare the results of that election. Notice of the public hearing was published in the Press Enterprise and mailed to the property owners in accordance to the Act.

The Owner owns Tentative Tract Map ("TTM") 38879 containing ten (10) proposed Single -Family residential lots within the City. Such property is located on the northwest corner of Eleventh Street and Pennsylvania Avenue, as shown in the Project Location Map. The proposed maintenance services would include items such as streetlights, streets, parks, and graffiti abatement.

Per the Owner's request, the City would establish a rate and method of apportionment and authorize the levy of special taxes on the taxable property within Annexation No. 1 to pay for those services.

Annexation No. 1 would have a maximum annual tax of $893 per unit and would be included in CFD No. 2025-M as "Tax Zone 1." This tax rate includes a Maximum Special Tax A of $577 per unit per year for maintenance services of public facilities and a Maximum Special Tax B (Contingent Tax B) of $316 per unit per year. The maximum annual tax rate is proposed to escalate each year at the greater of Consumer Price Index (CPI) or 2%.

The Owner submitted Consent and Waiver forms on file in the City Clerk's Office to:
• Hold the election and declare the election results; and • Consent to the shortening of election time requirements, and • Waive analysis and arguments, and
• Waive all notice and requirements relating to the conduct of the election immediately following the public hearing.

A copy of the boundary map entitled "Proposed Annexation Map No. 1, Community Facilities District No. 2025-M (Maintenance Services)" was recorded on May 1, 2026, in Book 99 of Maps of Assessment and Community Facilities Districts at Page 48, in the office of Riverside County Recorders. Annexing the parcel in CFD No. 2025-M would cover the costs of maintenance of public improvements associated with the development.

Fiscal Impact:

The individual property owners in the CFD would be responsible for the annual payments of special taxes. It is estimated, upon full completion of the development, there would be annual Special Tax revenues of approximately $5,770 for Maintenance Services (Special Tax A), plus up to an additional $3,165 for Contingent Maintenance Services (Special Tax B), if ever levied, to be used to pay for maintenance costs, subject to aforementioned annual escalation.

On July 1 of each year, every taxable unit for which a building permit has been issued within the boundaries of the CFD would be subject to the special tax for ensuing Fiscal Year. If the anticipated costs of maintaining the facilities in any given Fiscal Year, prior to buildout of the project, exceeds the special tax revenues available from parcels for which building permits have been issued, the special tax may also be applied to property within recorded final subdivision maps, as well as other undeveloped property within the boundaries of the CFD.

All costs associated with annexation into the CFD have been borne by the Owners. By annexing into the CFD, the costs of maintaining improvements located within the

development would be financed through special taxes levied on the parcels within CFD No. 2025-M and not through the City's General Fund.

Recommended Action:

Hold a Public Hearing; and
Waive the full reading and adopt "A Resolution of the City Council of the City of Beaumont, California, Calling an Election to Submit to the Qualified Electors the Question of Levying a Special Tax Within the Area Proposed to be Annexed to Community Facilities District No. 2025-M (Maintenance Services) (Annexation No. 1)"; and
Hold a special landowner election and canvass the election; and Waive the full reading and adopt "A Resolution of the City Council of the City of Beaumont, California, Declaring Election Results for Community Facilities District No. 2025-M (Maintenance Services) (Annexation No. 1)"; and Introduce by Title Only, "Ordinance of the City Council of the City of Beaumont, California, Amending Ordinance No. 1198 and Levying Special Taxes to be Collected During Fiscal Year 2025/2026 to Pay the Annual Costs of the Maintenance and Servicing of Street Lights, Parks, Parkways, Streets, Roads, and Open Space, the Operation and Maintenance of Storm Drainage Systems, a Reserve Fund for Capital Replacement, and Administrative Expenses with Respect to City of Beaumont Community Facilities District No. 2025-M, Annexation No. 1, for Maintenance Services."
Attachments:

A. Project Location Map
B. Resolution Calling the Election
C. RMA Annex 1
D. Ballot
E. Certificate of Election Results
F. Resolution Declaring Election Results
G. Exhibit A
H. Full Text of Proposition
I. Ordinance
J. Signed Petition, Waiver, and Consent
K. Maintenance Exhibit
L. Proof of Publication

PROJECT MAP
COMMUNITY FACILITIES DISTRICT NO. 2025-M
(MAINTENANCE SERVICES)
ANNEXATION NO. 1

RESOLUTION NO. 2026-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF BEAUMONT, CALIFORNIA, CALLING AN ELECTION

TO SUBMIT TO THE QUALIFIED ELECTORS THE

QUESTION OF LEVYING A SPECIAL TAX WITHIN THE

AREA PROPOSED TO BE ANNEXED TO COMMUNITY
FACILITIES DISTRICT NO. 2025-M (MAINTENANCE
SERVICES) (ANNEXATION NO. 1)
WHEREAS, on November 4, 2025, the City Council (the "City Council") of the City of Beaumont (the "City") approved Resolution No. 2025-62 declaring the City's intention to establish Community Facilities District No. 2025-M (Maintenance Services) of the City of Beaumont, County of Riverside, State of California (the "CFD No. 2025-M") for the purpose of levying special taxes on parcels of taxable property therein for the purpose of providing certain services which are necessary to meet increased demands placed upon the City as a result of the development of said real property; and
WHEREAS, the City Council set a public hearing for December 16, 2025, after which the Council adopted Resolution No. 2025-76 forming the CFD No. 2025-M and calling a special election at which the questions of levying a special tax and establishing an appropriations limit with respect to the CFD No. 2025-M were submitted to the qualified electors within the CFD No. 2025-M; and
WHEREAS, on December 16, 2025, the City Council adopted Resolution No. 77 declaring the results of the special election and finding that more than two-thirds (2/3) of all votes cast at the special election were cast in favor of the proposition presented, and such proposition passed; and
WHEREAS, the City Council is authorized by Article 3.5 (commencing with Section 53339) of Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code as amended (the "Act"), to annex territory into an existing community facilities district by complying with the procedures set forth in said Article 3.5; and
WHEREAS, the City Council on April 21, 2026, duly adopted Resolution No. 2026-13 (the "Resolution of Intention") declaring its intention to annex certain territory to CFD No. 2025- M (Maintenance Services) and to levy a special tax within that territory to pay for certain services and setting a time and place for the public hearing on the proposed annexation for June 2, 2026; and
WHEREAS, the territory proposed to be annexed is identified in the map entitled "Proposed Annexation Map No. 1 Community Facilities District No. 2025-M (Maintenance Services)" a copy of which was recorded, on May 1, 2026, in Book 99 of Maps of Assessment and Community Facilities Districts at Page 48, in the office of the Riverside County Recorder; and WHEREAS, pursuant to the Act and the Resolution of Intention, a notice of public hearing was convened by the City Council on June 2, 2026, not earlier than the hour of 6:00 p.m. at the

City Hall located at 550 E. Sixth Street, Beaumont, California 92223, relative to the proposed annexation of said territory to CFD No. 2025-M; and
WHEREAS, written protests have not been filed by fifty percent (50%) or more of the registered voters residing within the CFD No. 2025-M, or by fifty percent (50%) or more of the registered voters residing within the territory to be annexed, or by the owners of one-half (1/2) or more of the area within the CFD No. 2025-M, or by the owners of one-half (1/2) or more of the territory to be annexed; and
WHEREAS, the City Council has determined that there are fewer than twelve registered voters residing in the territory proposed to be annexed to the CFD No. 2025-M and that the qualified electors in such territory are the landowners; and WHEREAS, on the basis of all of the foregoing, the City Council has determined at this time to call an election to authorize the annexation of territory to the CFD No. 2025-M and the levying of a special tax as described in Exhibit A hereto; and WHEREAS, the City Council has received a written instrument from each landowner in the territory proposed to be annexed to the CFD No. 2025-M consenting to the shortening of election time requirements, waiving analysis and arguments, waiving all notice requirements, and waiving word limit requirements for the ballot relating to the conduct of the election; and WHEREAS, the City Clerk has concurred in the election date set forth herein.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY

OF BEAUMONT, ACTING EX OFFICIO AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES) OF THE CITY OF BEAUMONT, DETERMINE AND ORDER AS FOLLOWS:

Section 1 Recitals. The foregoing recitals are true and correct.

Section 2. Conformation of Finding in Resolution of Intention. The City Council reconfirms all of its findings and determinations as set forth in the Resolution of Intention.

Section 3. Findings Regarding Protests. The City Council finds and determines that written protests to the proposed annexation of territory to the CFD No. 2025-M and the levy of the special tax within such territory are insufficient in number and in amount under the Act, and the City Council hereby further orders and determines that all such protests are hereby overruled.

Section 4. Findings Regarding Prior Proceedings. The City Council finds and determines that all prior proceedings had and taken by the City Council with respect to the annexation of territory to CFD No. 2025-M are valid and in conformity with the requirements of the Act.

Section 5. Levy of Special Tax. As stated in the Resolution of Intention, except where funds are otherwise available, subject to the approval of the qualified electors of territory proposed to be annexed to CFD No. 2025-M, a special tax sufficient to pay the costs of the Services (including incidental expenses as described in the Resolution of Intention), secured by recordation of a continuing lien against all nonexempt real property in CFD No. 2025-M, will be levied

annually in CFD No. 2025-M. The rate and method of apportionment, and manner of collection of the special tax are specified in Exhibit A hereto.

Section 6. Apportionment of Tax. The special tax as apportioned to each parcel is based on the cost of making the Services available to each parcel, or other reasonable basis, and is not based on or upon the ownership of real property.

Section 7. Tax Roll Preparation. The office of the Public Works Director, 550 E. Sixth Street, City of Beaumont, is hereby designated as the office that will be responsible for annually preparing a current roll of special tax levy obligations by assessor's parcel number and that will be responsible for estimating future special tax levies pursuant to Government Code section 53340.2. The Public Works Director may cause these functions to be performed by his or her deputies, assistants, or other designated agents.

Section S. Accountability Measures. Pursuant to Section 50075.1 of the California Government Code, the City shall create a separate account into which tax proceeds will be deposited; and the Public Works Director annually shall file a report with the City Council that will state (a) the amount of funds collected and expended and (b) the status of the Services financed in CFD No. 2025-M.

Section 9. Special Election; Voting Procedures. The City Council hereby submits the questions of levying the special tax within the territory proposed to be annexed to the qualified electors, in accordance with and subject to the Act. The special election shall be held on June 2, 2026, and shall be conducted as follows:
(a) Qualified Electors. The City Council hereby determines that the Services are necessary to meet increased demands placed upon the City as a result of development occurring within the boundaries of the territory proposed to be annexed into CFD No. 2025-M. Because fewer than twelve registered voters resided within the territory proposed to be annexed to CFD No. 2025-M on April 16, 2026 (a date within the 90 days preceding the close of the public hearing on the territory proposed to be annexed to CFD No. 2025-M), the qualified electors shall be the landowners within territory proposed to be annexed, and each landowner who was the owner of record at the close of the hearing shall have one vote for each acre or portion of an acre of land that such landowner owns within the territory proposed to be annexed to CFD No. 2025-M. (b) Consolidation of Elections; Combination of Propositions on Ballot. The election on the question of levying the special tax and establishing an appropriations limit for CFD No. 2025-M shall be consolidated, and the two proportions shall be combined into a single ballot proposition for submission to the voters, as authorized by Government Code Section 53353.5. (c) Mail Ballot Election. Pursuant to Government Code section 53327.5, the election shall be conducted as a mail ballot election. The City Council hereby ratifies the City Clerk's delivery of a ballot to each landowner within the territory proposed to be annexed to CFD No. 2025-M. The City Council hereby ratifies the form of the ballot, which is attached hereto as Exhibit B. The full text of the ballot for said elections shall be as set forth in Exhibit C and shall be included in the ballot pamphlet mailed to each qualified elector. (d) Return of Ballots. The City Clerk shall accept the ballots of the landowners up to 6:00 p.m. on June 2, 2026. The City Clerk shall have available ballots that may be marked at

the City Clerk's office on the election day by voters. Once all qualified electors have voted, the City Clerk may close the election.
(e) Canvass of Election. The City Clerk shall commence the canvass of the returns of the special election as soon as the election is closed (on June 2, 2026, or when all qualified electors have voted) at the City Clerk's office. At the conclusion of the canvass, the City Clerk shall declare the results of the election.
(f) Declaration of Results. The City Council shall declare the results of the special election following the completion of the canvass of the returns and shall cause to be inserted into its minutes a statement of the results of the special election as ascertained by the canvass of the returns.

Section 10. Filing of Resolution and Map with City Clerk. The City Council hereby directs the City Clerk to file a copy of this resolution and the annexation map of the boundaries of CFD No. 2025-M in his/her office.

PASSED, APPROVED AND ADOPTED this 2nd day of June 2026:

Jessica Voigt
Mayor of the City of Beaumont
ATTEST:

Elaine Morgan
City Clerk of the City of Beaumont

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

CITY OF BEAUMONT
) ss.

I, Elaine Morgan, City Clerk of the City of Beaumont, do hereby certify that the foregoing resolution was duly adopted by the City Council of said City, at a regular meeting of said City Council held on the Tad day of June 2026, and that it was adopted by the following vote:

AYES:

NOES:

ABSENT:

Elaine Morgan
City Clerk City of Beaumont

EXHIBIT A

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR

CITY OF BEAUMONT
COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES) A Special Tax (the "Special Tax") shall be levied on and collected from each Assessor's Parcel (defined below) in Community Facilities District No. 2025-M (Maintenance Services) (the "CFD No. 2025-M" or "CFD"; defined below), in each Fiscal Year on an Assessor's Parcel shall be determined by the City Council of the City of Beaumont, acting in its capacity as the legislative body of CFD No. 2025-M, by applying the rate and method of apportionment set forth below. All of the real property in CFD No. 2025-M, unless exempted by law or by the provisions herein, shall be taxed to the extent and in the manner provided herein.

A. DEFINITIONS
"Accessory Dwelling Unit" means a residential unit of limited size including smaller secondary unit(s) that shares an Assessor's Parcel with Single Family Residential Property that has a stand- alone Residential Unit.
"Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on any Assessor's Parcel Map, or if the land area is not shown on the Assessor's Parcel Map, the land area as shown on the applicable Final Map, or if the area is not shown on the applicable Final Map, the land area shall be calculated by the Administrator.
"Administrative Expenses" means the actual or reasonably estimated costs directly related to the formation, annexation, and administration of CFD No. 2025-M including, but not limited to:
the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs to the City, CFD No. 2025- M, or any designee thereof associated with fulfilling the CFD No. 2025-M disclosure requirements; the costs associated with responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2025-M or any designee thereof related to an appeal of the Special Tax; and the City's annual administration fees, collection expenses, including payment of a proportional share of City overhead and salaries and benefits of any City employees whose duties are related to the administration of CFD No. 2025-M and third party expenses related to CFD No. 2025-M. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2025-M for any other administrative purposes of CFD No. 2025-M, including attorney's fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.
"Administrator" means the City Manager of the City of Beaumont, or his or her designee. "Approved Property" means all Assessor's Parcels of Taxable Property that are included in a Final Map that was recorded prior to the January 1 preceding the Fiscal Year in which the Special Tax is being levied, and that have not been issued a Building Permit on or prior to the May 1 preceding the Fiscal year in which the Special Tax is being levied.

"Assessor's Parcel" means a lot or parcel of land that is identifiable by an Assessor's Parcel Number by the County Assessor of the County of Riverside. "Assessor's Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor's Parcel Number.
"Assessor's Parcel Number" means that identification number assigned to a parcel by the County Assessor of the County.
"Building Permit" means the first legal document issued by the City giving official permission for new construction. For purposes of this definition, "Building Permit" may or may not include expired or cancelled Building Permits, or any subsequent Building Permit document(s) authorizing new construction on an Assessor's Parcel that are issued or changed by the City after the first original issuance, as determined by the Administrator.
"Building Square Footage" or "BSF" means the floor area square footage reflected on the original construction Building Permit issued for construction of a building of Non -Residential Property and any Building Square Footage subsequently added to a building of such Non -Residential Property after issuance of a Building Permit for expansion or renovation of such building. "Calendar Year" means the period commencing January 1 of any year and ending the following December 31.
"CFD" or "CFD No. 2025-M" means the Community Facilities District No. 2025-M (Maintenance Services) of the City of Beaumont.
"CFD Boundary Map" means a recorded map of the CFD that indicates by a boundary line the extent of the territory identified to be subject to the levy of Special Taxes. "City" means the City of Beaumont, State of California. "Contingent Services" means services permitted under the Mello -Roos Community Facilities Act of 1982 including, without limitation, those services authorized to be funded by CFD No. 2025-M as set forth in the documents adopted by the City Council at the time the CFD was formed to be provided by the City in the event the Administrator makes a determination pursuant to Section C(2) that a Property Owners' Association fails to adequately provide such services. "County" means the County of Riverside, State of California. "Developed Property" means all Assessor's Parcels of Taxable Property for which a Building Permit for new construction has been issued on or prior to May 1 preceding the Fiscal Year in which the Special Tax is being levied.
"Exempt Property" means all Assessor's Parcels designated as being exempt from the Special Tax as provided for in Section G.

"Final Map" means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 6624 that creates individual lots for which Building Permits may be issued without further subdivision. "Fiscal Year" means the period from and including July 1st of any year to and including the following June 30th
"Land Use Category" or "LUC" means any of the categories contained in Section B hereof to which an Assessor's Parcel is assigned consistent with the land use approvals that have been received or proposed for the Assessor's Parcel as of May 1 preceding the Fiscal Year in which the Special Tax is being levied.
"Maintenance Services" means the services permitted under the Act including, without limitation, street sweeping, traffic signal maintenance, the maintenance of landscaping and lighting of publicly owned parks, parkways, streets, roads and open spaces, graffiti abatement, flood and storm protection services, and the operation of storm drainage systems contained within the boundaries of CFD No. 2025-M and the City as set forth in Appendix B. "Maintenance Services (Contingent)" means the Maintenance Services described above and permitted under the Act, contained within CFD No. 2025-M and the City, which are proposed to be maintained and paid for through the Property Owner Association, and all to which the City has been granted an easement allowing such maintenance in any Fiscal Year following a Failure to Perform as defined in Section C.2. hereof.
"Maximum Special Tax" means either Maximum Special Tax A and/or Maximum Special Tax B (Contingent), as applicable.
"Maximum Special Tax A" means for each Assessor's Parcel and each Fiscal Year, the maximum Special Tax A, as determined in accordance with Section C below that can be levied on such Assessor's Parcel in such Fiscal Year.
"Maximum Special Tax B (Contingent)" means for each Assessor's Parcel and each Fiscal Year, the maximum Special Tax B (Contingent), as determined in accordance with Section C below that can be levied on such Assessor's Parcel in such Fiscal Year. "Multi -Family Residential Property" or "MFR" means any Assessor's Parcel of Residential Property upon which a building or buildings comprised of attached Residential Units sharing at least one common wall with another unit are constructed or are intended to be constructed that share a single Assessor's Parcel Number, as determined by the Administrator. "Non -Residential Property" or "NR" means all Assessor's Parcels of Taxable Property for which a Building Permit(s) was issued for a non-residential use. The Administrator shall make the determination if an Assessor's Parcel is Non -Residential Property.

"Property Owner's Association" or "POA" means the property owner's association or homeowner's association established to maintain certain Services within a Tax Zone. "Proportionately" means for Taxable Property that is: (i) Developed Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Parcels of Developed Property, (ii) Approved Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Parcels of Approved Property, and (iii) Undeveloped Property that the ratio of the actual Special Tax levy per acre to the Maximum Special Tax per acre is the same for all Parcels of Undeveloped Property.
"Rate and Method of Apportionment" or "RMA" means this Rate and Method of Apportionment of Special Taxes.
"Residential Property" means all Assessor's Parcels of Taxable Property upon which Residential Units have been constructed or are intended to be constructed or for which Building Permits have been or may be issued for purposes of constructing one or more Residential Units. "Residential Unit" or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the Administrator. An Accessory Dwelling Unit that shares an Assessor's Parcel with an Assessor's Parcel classified as Single Family Residential Property shall not be considered a Residential Unit for purposes of levying the Special Tax pursuant to Section D.
"Service(s)" means services permitted under the Mello -Roos Community Facilities Act of 1982 including, without limitation, those services authorized to be funded by CFD No. 2025-M as set forth in the documents adopted by the City Council at the time the CFD was formed. "Single Family Residential Property" or "SFR" means any Residential Property other than Multi - Family Residential Property on an Assessor's Parcel as determined by the Administrator. "Special Tax(es)" means the Special Tax A or Special Tax B (Contingent) to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property.
"Special Tax A" means the annual special tax to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax A Requirement. "Special Tax A Requirement" means for each Tax Zone that amount to be collected in any Fiscal Year to pay for certain costs as required to meet the needs of such Tax Zone within CFD No. 2025- M in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the (i) direct costs for Maintenance Services, (ii) fund an operating reserve for the costs of Maintenance Services as determined by the Administrator, and (iii) Administrative Expenses. Under no circumstances shall the Special Tax A Requirement include funds for bonds or other forms of indebtedness.

"Special Tax B (Contingent)" means the annual special tax to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax B (Contingent) Requirement, if required.
"Special Tax B (Contingent) Requirement" means that amount required in any Fiscal Year to pay for certain costs as required to meet the needs of CFD No. 2025-M for Maintenance Services (Contingent) in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the (i) direct costs for Maintenance Services (Contingent), (ii) amount necessary to fund an operating reserve for the costs of Maintenance Services (Contingent) as determined by the Administrator, and (iii) Administrative Expenses applicable to the Special Tax B (Contingent).

Under no circumstances shall the Special Tax B (Contingent) Requirement include funds for bonds or other forms of indebtedness. The Special Tax B (Contingent) Requirement, if initiated, will be applied to all Assessor's Parcels in addition to, and not in lieu of, the Special Tax A Requirement. "Taxable Property" means all Assessor's Parcels within CFD No. 2025-M, which are not Exempt Property.
"Taxable Unit" means a Residential Unit, Building Square Footage, or an Acre. "Tax Zone" means a mutually exclusive geographic area, within which particular Special Tax rates may be levied following annexation of additional property to the CFD and pursuant to an amended Rate and Method of Apportionment of Special Tax. Appendix C identifies the Tax Zone Original included in CFD No. 2025-M at formation; additional Tax Zones may be created when property is annexed into the CFD.
"Tax Zone Original" means the specific geographic area identified on the CFD Boundary Map as Tax Zone Original included in Appendix C.
"Tract(s)" means an area of land: i) within a subdivision identified by a particular tract number on a Final Map, ii) identified within a Parcel Map; or iii) identified within lot line adjustment approved for subdivision.
"Undeveloped Property" means, for each Fiscal Year, all Taxable Property not classified as Developed Property or Approved Property.

B. ASSIGNMENT TO LAND USE CATEGORIES
For each Fiscal Year, all Assessor's Parcels of Taxable Property within CFD No. 2025-M shall be classified as Developed Property, Approved Property, or Undeveloped Property, and shall be subject to the levy of Special Taxes as determined pursuant to Sections C and D below. Assessor's Parcels of Developed Property and Approved Property shall be classified as either Residential Property or Non -Residential Property. Residential Property shall be further classified as Single Family Residential Property or Multi -Family Residential Property and the number of Residential Units shall be determined by the Administrator.

C. MAXIMUM SPECIAL TAX RATES
For purposes of determining the applicable Maximum Special Tax for Assessor's Parcels of Developed Property and Approved Property which are classified as Residential Property, all such Assessor's Parcels shall be assigned the number of Residential Unit(s) constructed or to be constructed thereon as specified in or shown on the Building Permit(s) issued or Final Map as determined by the Administrator. Once a single family attached or multi -family building or buildings have been built on an Assessor's Parcel, the Administrator shall determine the actual number of Residential Units contained within the building or buildings, and the Special Tax A and Special Tax B (Contingent) levied against the Assessor's Parcel in the next Fiscal Year shall be calculated by multiplying the actual number of Residential Units by the Maximum Special Tax per Residential Unit for the Tax Zone below or as included in Appendix A as future annexations occur.

To determine the Maximum Special Tax for Non -Residential Developed and Approved Properties, the Administrator assigns each Assessor's Parcel a Building Square Footage or Acreage based on the Final Map. The Special Tax A and Special Tax B (Contingent) for the next Fiscal Year is calculated by multiplying this figure by the Maximum Special Tax per Taxable Unit for the applicable Tax Zone, as identified below or in Appendix A for future annexations.

1. Special Tax A
a. Developed Property
(i) Maximum Special Tax A
The Maximum Special Tax A for each Assessor's Parcel of Developed Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-M, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zones annexed and included in Appendix A. The Maximum Special Tax A for Developed Property for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 1 below:

TABLE 1

MAXIMUM SPECIAL TAX A RATES

DEVELOPED PROPERTY
Tax
Zone
Tract
Land Use Category
Taxable
Unit
Maximum
Special Tax A
Original
TR 31462-17, -19,
27 28 & 29
Single Family Residential Property
RU
$438
(ii) Increase in the Maximum S
pecial Tax A
On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Developed Property shall increase by i) the year -over -year percentage increase for the month of March in the Consumer Price Index (AII Items) for all Urban Consumers for the Riverside - San Bernardino -Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

(iii) Multiple Land Use Categories
In some instances, an Assessor's Parcel of Developed Property may contain more than one Land Use Category. The Maximum Special Tax A that can be levied on an Assessor's Parcel shall be the sum of the Maximum Special Tax A that can be levied for each Land Use Category located on that Assessor's Parcel. For an Assessor's Parcel that contains more than one land use, the Acreage of such Assessor's Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as determined by reference to the site plan approved for such Assessor's Parcel. The Administrator's allocation to each type of property shall be final. b. A
o
Droved Pro
Derty
The Maximum Special Tax A for each Assessor's Parcel of Approved Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-M, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax A for Approved Property for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 2 below:

TABLE 2

MAXIMUM SPECIAL TAX A RATES

APPROVED PROPERTY
Tax
Zone
Tract
Land Use Category
Taxable
Unit
Maximum
Special Tax A
Original
TR 31462-17, -19,
27, 28 & 29
Single Family Residential Property
RU
$438
Multi -Family Residential Property
RU
$438
Non -Residential Property
Acre
$2,736
On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Approved Property shall increase by i) the year -over -year percentage increase for the month of March in the Consumer Price Index (AII Items) for all Urban Consumers for the Riverside -San Bernardino -Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater. c. Undeveloped Property
The Maximum Special Tax A for each Assessor's Parcel of Undeveloped Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-M, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax A for Undeveloped Property for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 3 below:

TABLE 3

MAXIMUM SPECIAL TAX A RATES

UNDEVELOPED PROPERTY
Tax Zone
Tracts
Taxable Unit
Maximum Special Tax A
Original
TR 31462-17, -19,
-27, -28 & -29
Acre
$2,736
On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Undeveloped Property shall increase by i) the year -over -year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside -San Bernardino - Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

2. Special Tax B (Contingent)
The City Council may levy the Special Tax B (Contingent), applicable to all Zones, commencing in the first Fiscal Year following the occurrence of any of the following events (each such event, a "Failure to Perform"):
a. the Property Owner Association files a voluntary petition in bankruptcy or the approval by a court of competent jurisdiction of a petition applicable to the Property Owner Association of any proceedings instituted under the Federal Bankruptcy Code, as amended;
b. the Property Owner Association is dissolved;
c. the Property Owner Association fails to levy annual assessments sufficient to fund (i) the maintenance for the then Property Owner Association owned and/or Property Owner Association maintained Maintenance Services (Contingent) or (ii) the replacement of such facilities related to the Maintenance Services (Contingent) in accordance with (A) the requirements of the then current reserve funding plan of the Property Owner Association performed pursuant to California Civil Code Section 5550 or (B) if California Civil Code 5550 is no longer applicable, the requirements of the then applicable law and/or regulations governing the Property Owner Association's requirements to budget for and finance such replacement; or
d. the Property Owner Association fails to maintain the Maintenance Services (Contingent) at the same level as defined within the Property Owner Association maintenance specifications. In the event the Property Owner Association maintenance specifications do not meet the City maintenance requirements, the City Council will have sole discretion to determine the required level of maintenance required for purposes of this section.

In the event of the occurrence of a Failure to Perform described in "c." or "d." above, the City shall give the Property Owner Association written notice of such event. If such Failure to

Perform is reasonably capable of being cured within sixty (60) days from the date of such notice, the Property Owner Association shall have such period of time to cure such Failure to Perform prior to the levy by the City Council of Special Tax B (Contingent). If such Failure to Perform is such that it is reasonably capable of being cured, but not within such sixty (60) day period and the Property Owner Association (i) initiates corrective action within such sixty (60) day period, and (ii) diligently, continually, and in good faith works to effect a cure of such Failure to Perform as soon as possible, then the Property Owner Association shall have such additional time, as is reasonably necessary, to cure such Failure to Perform prior to the levy by the City Council of Special Tax B (Contingent).

The City Council may suspend the levy of Special Tax B (Contingent) if the Property Owner Association has cured the Failure to Perform to the satisfaction of the City Council and the Property Owner Association has agreed to such conditions as the City Council may find necessary to minimize the occurrence of such Failure to Perform in the future. In the event the City Council initiates the Special Tax B (Contingent), it will apply to all Assessor's Parcels of Taxable Property in addition to, and not in lieu of, the Special Tax A. a. Develo
Jed Pro
3erty
(i) Maximum Special Tax B (Contingent
The Maximum Special Tax B (Contingent) for each Assessor's Parcel of Taxable Property is shown in Table 4 and shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-M, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax B (Contingent) for the Tax Zones annexed and included in Appendix A. The Maximum Special Tax B (Contingent) for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 4 below:

TABLE 4

MAXIMUM SPECIAL TAX B (CONTINGENT) RATES

DEVELOPED PROPERTY
Tax
Zone
Tract
Land Use Category
Taxable
Unit
Maximum Special
Tax B (Contingent)
Original
TR 31462 17, 19,
27 28 & 29
Single Family Residential Property
RU
$357
Multi -Family Residential Property
RU
$357
Non -Residential Property
Acre
$2,229
(ii) Increase in the Maximum Special Tax B (Contingent) On each July 1, commencing on July 1, 2026 the Maximum Special Tax B (Contingent) for Developed Property shall increase by i) the year -over -year percentage increase for the month of March in the Consumer Price Index (AII Items) for all Urban Consumers for the Riverside -San Bernardino -Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

(iii) Multi ale Land Use Categories
In some instances, an Assessor's Parcel of Developed Property may contain more than one Land Use Category. The Maximum Special Tax B (Contingent) that can be levied on an Assessor's Parcel shall be the sum of the Maximum Special Tax B (Contingent) that can be levied for each Land Use Category located on that Assessor's Parcel. For an Assessor's Parcel that contains more than one land use, the Acreage of such Assessor's Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as determined by reference to the site plan approved for such Assessor's Parcel. The Administrator's allocation to each type of property shall be final. b. A
D
Droved Pro
Derty
The Maximum Special Tax B (Contingent) for each Assessor's Parcel of Approved Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-M, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax B (Contingent) for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax B (Contingent) for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 5 below:

TABLE 5

MAXIMUM SPECIAL TAX B (CONTINGENT) RATES

APPROVED PROPERTY
Tax
Zone
Tract
Land Use Category
Taxable
Unit
Maximum Special
Tax B (Contingent)
Original
TR 31462-17, -19,
27 28 & 29
Single Family Residential Property
RU
$357
Multi -Family Residential Property
RU
$357
Non -Residential Property
Acre
$2,229
On each July 1, commencing on July 1, 2026 the Maximum Special Tax B (Contingent) for Approved Property shall increase by i) the year -over -year percentage increase for the month of March in the Consumer Price Index (AII Items) for all Urban Consumers for the Riverside -San Bernardino -Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.
c. Undeveloped Property
The Maximum Special Tax B (Contingent) for each Assessor's Parcel of Undeveloped Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-M, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax B (Contingent) for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax B (Contingent) for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 6 below:

TABLE 6

MAXIMUM SPECIAL TAX B (CONTINGENT) RATES

UNDEVELOPED PROPERTY
Tax Zone
Tracts
Taxable Unit
Maximum Special
Tax B (Contingent)
Original
TR 31462-17, -19,
-27, -28 & -29
Acre
$2,229
On each July 1, commencing on July 1, 2026 the Maximum Special Tax B (Contingent) for Undeveloped Property shall increase by i) the year -over -year percentage increase for the month of March in the Consumer Price Index (AII Items) for all Urban Consumers for the Riverside -San Bernardino -Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

D. METHOD OF APPORTIONMENT OF ANNUAL SPECIAL TAX

1. Special Tax A
Commencing with Fiscal Year 2025-26 and for each following Fiscal Year, the City Council shall determine the Special Tax A Requirement for each Tax Zone and shall levy the Special Tax A on all Assessor's Parcels of Taxable Property within such Tax Zone until the aggregate amount of Special Tax A equals the Special Tax A Requirement for such Tax Zone. The Special Tax A shall be levied for each Fiscal Year as follows:

First: The Special Tax A shall be levied Proportionately on all Assessor's Parcels of Developed Property up to 100% of the applicable Maximum Special Tax A to satisfy the Special Tax A Requirement;
Second: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Special Tax A shall be levied Proportionately on each Parcel of Approved Property at up to 100% of the Maximum Special Tax A for Approved Property; Third: If additional monies are needed to satisfy the Special Tax A Requirement after the first two steps has been completed, the Special Tax A shall be levied Proportionately on all Assessor's Parcels of Undeveloped Property up to 100% of the Maximum Special Tax A for Undeveloped Property.

2. Special Tax B (Contingent)
Commencing with the first Fiscal Year in which Special Tax B (Contingent) is authorized to be levied and for each following Fiscal Year, the City Council shall determine the Special Tax B (Contingent) Requirement for each Tax Zone, if any, and shall levy the Special Tax on all Assessor's Parcels of Taxable Property within such Tax Zone until the aggregate amount of Special Tax B

(Contingent) equals the Special Tax B (Contingent) Requirement for such Tax Zone. The Special Tax B (Contingent) shall be levied for each Fiscal Year as follows:

First: The Special Tax B (Contingent) shall be levied Proportionately on all Assessor's Parcels of Developed Property up to 100% of the applicable Maximum Special Tax B (Contingent) to satisfy the Special Tax B (Contingent) Requirement;
Second: If additional moneys are needed to satisfy the Special Tax B (Contingent) Requirement after the first step has been completed, the Special Tax B (Contingent) shall be levied Proportionately on each Parcel of Approved Property at up to 100% of the Maximum Special Tax B (Contingent) for Approved Property;
Third: If additional monies are needed to satisfy the Special Tax B (Contingent) Requirement after the first two steps has been completed, the Special Tax B (Contingent) shall be levied Proportionately on all Assessor's Parcels of Undeveloped Property up to 100% of the Maximum Special Tax B (Contingent) for Undeveloped Property.

E. FUTURE ANNEXATIONS
It is anticipated that additional properties will be annexed to CFD No. 2025-M from time to time.

As each annexation is proposed, an analysis will be prepared to determine the annual cost for providing Services to such properties. Based on this analysis, any properties to be annexed, pursuant to California Government Code section 53339 et seq. will be assigned the appropriate Maximum Special Tax rates for the Tax Zone when annexed and included in Appendix A.

F. DURATION OF SPECIAL TAX
For each Fiscal Year, the Special Tax A shall be levied as long as the Maintenance Services are being provided.

For each Fiscal Year, the Special Tax B (Contingent) shall be levied as long as the Maintenance Services (Contingent) are being provided.

G. EXEMPTIONS
The City shall classify as Exempt Property within CFD No. 2025-M, all Assessor's Parcels; (i) which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by any public entity; (ii) with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; (iii) which are privately owned but are encumbered by or restricted solely for public uses; or (iv) which are in use in the performance of a public function as determined by the Administrator; (v) any Assessor's Parcel that qualifies for a welfare exemption under applicable state or local law; or (vi) any Assessor's Parcel that is owned by a property owner association and used for common area purposes.

H. APPEALS
Any property owner claiming that the amount or application of the Special Taxes are not correct may file a written notice of appeal with the City not later than twelve months after having paid the first installment of the Special Tax that is disputed. The Administrator of CFD No. 2025-M

shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of the Special Tax, and rule on the appeal. If the Administrator's decision requires that the Special Tax for an Assessor's Parcel be modified or changed in favor of the property owner, a cash refund shall not be made, but an adjustment shall be made to the Special Tax on that Assessor's Parcel in the subsequent Fiscal Year(s).

I. MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2025-M may collect the Special Tax at a different time or in a different manner if necessary to meet its financial obligations.

J. INTERPRETATION
Interpretations may be made by the Council by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment.

APPENDIX A

CITY OF BEAUMONT
COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES)

COST ESTIMATE
Special Tax A - The estimate breaks down the costs of providing one year's maintenance services for Fiscal Year 2025-26. These services are being funded by the levy of Special Tax A for Community Facilities District No. 2025-M Tax Zone 1.

TAX ZONE 1 (MAINTENANCE SERVICES)
TTM 38879
Item
Description
Estimated Cost
1 Streetlights
$392
2 Street & Pavements'
$2,448
3 Parks
$1,699
4 Graffiti Abatement
$36
5 Reserves
$60
6 Administration
$1,135
Total
$5,770
(1) Street and Pavement maintenance services include basic services to preserve the integrity of the surface, such as repairing potholes and sinkholes and applying seals. Long-term replacement is not included in the estimated Costs.

TAX ZONE 1 (CONTINGENT SERVICES)
TTM 38879
Special Tax B (Contingent) — The estimate breaks down the costs of providing one year's contingent maintenance services for Fiscal Year 2025-26. If necessary, these services will be funded by the levy of Special Tax B (Contingent) for Community Facilities District No. 2025-M Tax Zone 1.

Item
Description
Estimated Cost
1 Drainage
$2,072
2 Reserves
$207
3 Administration
$885
Total
$3,164
TAX ZONE 1
FY 2025-26 MAXIMUM SPECIAL TAX RATES
Land Use
Category
Taxable
Unit
Maximum
Special Tax A
Maximum
Special Tax B
Developed
RU
$577
$316
Approved
RU
$577
$316
Undeveloped
Acre
$3,158
$1,732

MAXIMUM SPECIAL TAXES ASSIGNED TO EACH TAX ZONE
Tax
Zone
Fiscal
Year
Included
Tract
No. of
Taxable
Units
Land Use
Category
Taxable
Unit
Maximum
Special Tax A
Maximum
Special Tax B
(Contingent)
Subdivider
Original
2025-26
31462 17, -19, 27,
-28 & -29
366
SFR
RU
$438
$357
Meritage Homes
1 2025-26
TTM 38879
10 SFR
RU
$577
$316
Penn St.

Development,
LLC

ESCALATION OF MAXIMUM SPECIAL TAXES
On each July 1, commencing on July 1, 2026 the Maximum Special Taxes for Developed Property, Approved Property, and Undeveloped Property shall increase by i) the year -over -year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside -San Bernardino -Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

APPENDIX B

CITY OF BEAUMONT
COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES)

DESCRIPTION OF AUTHORIZED SERVICES
The services which may be funded with proceeds of the special tax of CFD No. 2025-M, as provided by Section 53313 of the Act, will include all costs attributable to maintaining, servicing, cleaning, repairing and/or replacing landscaped areas (may include reserves for replacement) in public street right-of-way, public landscaping, public open spaces and other similar landscaped areas officially dedicated for public use. These services including the following:
(a) maintenance and lighting of parks, parkways, streets, roads and open space, which maintenance and lighting services may include, without limitation, furnishing of electrical power to street lights and traffic signals; repair and replacement of damaged or inoperative light bulbs, fixtures and standards; maintenance (including irrigation and replacement) of landscaping vegetation situated on or adjacent to parks, parkways, streets, roads and open space; maintenance and repair of irrigation facilities; maintenance of public signage; graffiti removal from and maintenance and repair of public structures situated on parks, parkways, streets, roads and open space; maintenance and repair of playground or recreation program equipment or facilities situated on any park; and (b) maintenance and operation of water quality improvements which include storm drainage and flood protection facilities, including, without limitation, drainage inlets, catch basin inserts, infiltration basins, flood control channels, fossil fuel filters, and similar facilities. Maintenance services may include but is not limited to the repair, removal or replacement of all or part of any of the water quality improvements, fossil fuel filters within the public right-of-way including the removal of petroleum hydrocarbons and other pollutants from water runoff, or appurtenant facilities, clearing of inlets and outlets; erosion repairs; and cleanup to improvements, and other items necessary for the maintenance and servicing of the water quality basin improvements within flood control channel improvements; and (c) public street sweeping, on the segments of the arterials within the boundaries of CFD No. 2025-M; as well as local roads within residential subdivisions located within CFD No. 2025-M; and any portions adjacent to the properties within CFD No. 2025-M; and In addition to payment of the cost and expense of the forgoing services, proceeds of the special tax may be expended to pay "Administrative Expenses," as said term is defined in the Rate and Method of Apportionment.

The above services may be financed by proceeds of the special tax of CFD No. 2025-M only to the extent that they are in addition to those provided in the territory of CFD No. 2025-M before CFD No. 2025-M was created or those provided in the territory annexed to CFD No. 2025-M before the territory was annexed, as applicable.

APPENDIX C

CITY OF BEAUMONT
COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES)

PROPOSED BOUNDARIES AND POTENTIAL ANNEXATION AREA BOUNDARIES

b �0 699 abed
THIS MAP SHOWS THE BOUNDARIES OF AREAS TO BE. ANNEXED
TO COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE

SERVICES) OF THE CITY OF BEAU MONT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA.

THE BOUNDARIES OF WHICH COMMUNITY FACILITIES DISTRICT

ARE SHOWN AND DESCRIBED ON THE MAP THEREOF WHICH
WA S PREVIO USLY RECORDED ON 12TH DAY OF N OVEMBER, 2O25, IN BOOK 9S OF MAPS OF ASSESSMENT AND COMMUNITY
FACILITY DISTRICTS AT PAGE 9 AND AS INSTRUMENT NO .
2025-0354753 IN THE OFFICE OF THE COUNTY RECORDER
OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA.

I HEREBY CERTIFY THAT THE WITHIN M AP SHOWING PROPOSED
BOUNDARIES OF CO MMUNITY FACILITIES DISTRICT NO. 2025-M (M AINTENANCE SERVICES), CITY OF BEAUMONT, COUNTY OF

RIVERSIDE, STA TE OF CALIFORNIA, WAS APPROVED BY THE CITY

COUNCIL OF THE CITY OF BEAUMONT AT A REGULA R MEETING
THEREOF, HELD ON 2I s0 DAY OF .L. 20L4 BY
RESOLUTION NO. lac.- I' )
79_,C ri;rat

CITY CLERK

CITY OF BEAUMONT

FILED IN THE OFFICE OF THE CITY CLERK, CITY OF BEAUMONT, THIS Z't DAY OF , 7eil 202(0
+tvna_ tn.5x n
CITY CLERK 4

CITY OF BEAUMONT
OFD 2025-M
TAX ZONE 1
SEAUM ONT #
gi S NPU LI CNG G R t7 P
PROPOSED ANNEXATIO N MAP NO. I
CO MMUNITY FACILITIES DISTRICT NO. 2025-M
( MAINTENANCE SERVICES)

CITY OF BE AUMONT,

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
w

MA SSAC HUS

ELEVENTH ST
0 125 250
I I I

PENNSYLVANIA
500 Feet
I
7 -
Er
Er
SHEET I OF 7 SHEET
I HEREBY CERTIFY �THAT THE WITHIN �yMAP �S,HOWING PROP OSED RECORDED THIS Q ,1.. �.�d DAY OF r.+tt_I6 .j 20 AT
THE HOUR OF :0353, O'CLOCK JIM ✓ IN BOOK
PAGE 148 OF MAPS OF ASSESSMENT AND COMMUNITY

FACILITIES DISTRICTS IN THE OFFICE OF THE COUNTY

RECORDER, IN THE COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA .

FEE: ti q •th NO .:

PETER ALDANA, ASSESSOR, COUNTY CLERK, RECORDER
BY:

DEPUTY
LEGEND

CITY B OUNDARY

CFO SOUNDARY

PARCEL LINE
XXX.XXX.EEX ASSESSOR PARCEL NUMBER

TAX CONE

THIS BOUNDARY MAP CORRECTLY SHOW S THE LOT OR PARCEL OF LAND INCLUDED VATHIN THE BOUNDARIES OF THE COMMUNITY FACILITIES DISTRICT.

FOR DETAILS CON CERNING THE LINES A ND DIM ENSIONS OF LOTS OR PARCEL , REFER TO T HE CO UNTS ASSESSOR MAPS FO R FISCAL YEAR 2525-26 .

Cork
£ .fr 1 .0 0L9 abed

I HEREBY CERTIFY THAT THE WITHIN MAP SHOWING PROPOSED

BOUNDARIES OP THE POTENTIAL A NNEXATION AREA OF
COMMUNITY FACILITIES DISTRICT NO . 2025-S (MAINTENANCE

SERVICES), CITY OF BEAUMONT, COUNTY OF RIVERSIDE,

STATE OF CALIFORNIA, WAS APPROVED BY THE CITY OF

BEAUMO NT AT A REGULAR M EETING THEREOF, HELD
ON aA DAY OF ktol, /, 2025 BY RESOLUTION
NO. _ XD 25-4Z

CITY CLERK K

CITY OF BEAUM ONT

FILED IN THE OFFICE OF THE CITY CLERK,
CITY OF BEAUM ONT, THIS • 6._ DAY OF rijw , 2022 ,1_,

4. ln.1ln

CITY CLERK

CITY OF BEAUMONT
SPICER

CONSULTING GROUP

BOUNDARIES - POTENTIAL A NNEXATION AREA
COMMUNITY FACILITIES DISTRICT NO. 2025-M
(M AINTEN ANCE SERVICES)

CITY OF BE AUMONT,

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
SHEET 1 OF 1 SHEET
RECORDED THIS /g .. DAY OF Wpv4. 4A6 a,- 20035 AT
THE HOUR OF 3[5 O'CL OCK QM IN BOOK ,96
PAGE iK OF MAPS OF ASSESSMENT AND C OMMUNITY

F ACILITIES DISTRICTS IN THE OFFICE OF THE COUNTY

RECORDER, IN THE COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA.

FEE: 49 NO.; [ 5-C13SH75

PETER ALDANA, ASSESS OR , COUNTY CLERK, REC ORDER
BY: !d .z
DEPUTY
LEGEND

ANNEXATION BOUNDARY

EXHIBIT B
BALLOT

CITY OF BEAUMONT

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES) ANNEXATION NO. 1
(June 2, 2026)
This ballot is for the use of the authorized representative of the following owner of land within Community Facilities District No. 2025-M (Maintenance Services) ("CFD No. 2025-M") of the City of Beaumont:

Name of Landowner Number of Acres Owned
Penn St. Development, LLC 2.03
Total Votes
3 According to the provisions of the Mello -Roos Community Facilities Act of 1982, and resolutions of the City Council (the "Council") of the City of Beaumont (the "City"), the above -named landowner is entitled to cast the number of votes shown above under the heading "Total Votes," representing the total votes for the property owned by said landowner. The City has sent the enclosed ballot to you so that you may vote on whether or not to approve the special tax.

This special tax ballot is for the use of the property owner of the parcels identified below, which parcels are located within the territory proposed to be annexed to the CFD No. 2025-M, City of Beaumont, County of Riverside, State of California. Please advise the City Clerk, at (951) 572- 3196 if the name set forth below is incorrect or if you are no longer one of the owners of these parcels. This special tax ballot may be used to express either support for or opposition to the proposed special tax. To be counted, this special tax ballot must be signed below by the owner or, if the owner is not an individual, by an authorized representative of the owner. The ballot must then be delivered to the City Clerk, either by mail or in person, as follows:

Mail
Delivery: If by mail, place ballot in the return envelope provided, and mail no later than May 19, 2026, two calendar weeks prior to the date set for the election. Mailing later than this deadline creates the risk that the special tax ballot may not be received in time to be counted.

Personal
Delivery: If in person, deliver to the City Clerk at any time up to 5:00 p.m. on June 2, 2026, at the Clerk's office at 550 E. Sixth Street, City of Beaumont, CA 92223.

However delivered, this ballot must be received by the Clerk prior to the close of the public meeting on June 2, 2026.

Very truly yours,
Elaine Morgan
City Clerk
City of Beaumont

TO CAST THIS BALLOT, PLEASE RETURN THIS ENTIRE PAGE.

OFFICIAL SPECIAL TAX BALLOT
Name & Address of Property Owner:

Assessor's Parcel Number(s):

Penn St. Development, LLC
Attn: Dean Cook
PO Box 1137
Costa Mesa, CA 92628
415-200-031

CITY OF BEAUMONT

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES) AN "X" OR OTHER MARK WILL CAST ALL VOTES ASSIGNED TO THIS BALLOT

SPECIAL TAX BALLOT MEASURE
Shall the City Council of the City of Beaumont be authorized to levy a special tax on an annual basis at the rates set forth in the following table:

Land Use Category
Maximum Special
Tax A
Maximum Special
Tax B (Contingent)
Single -Family Residential
$577
$316
plus an annual increase on each July 1, commencing on July 1, 2026 the Maximum Special Tax shall increase by i) the percentage increase in the Consumer Price Index (AII Items) for Riverside — San Bernardino - Ontario (December 2017 = 100) since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater, to finance certain services within the territory identified on the map entitled "Annexation Map No. 1 of Community Facilities District No. 2025-M (Maintenance Services) City of Beaumont" including streetlights, streets, parks, and graffiti abatement for Special Tax A, and drainage for Special Tax B (Contingent), as provided in the Rate and Method of Apportionment which is attached as Exhibit C to Resolution No. 2026-13 adopted by the City Council of the City of Beaumont on April 21, 2026 (including incidental expenses), and shall an appropriation limit be established for the Community Facilities District No. 2025-M (Maintenance Services) in the amount of special taxes collected?
Certification for S
Decial Election Ballot
MARK "YES" OR
"NO" WITH AN "X":

YES
NO
The undersigned is an authorized representative of the above -named landowner and is the person legally authorized and entitled to cast this ballot on behalf of the above -named landowner.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct, and that this declaration is executed on , 20 Dean Cook
Manager
Signature
Print Name

EXHIBIT A

CITY OF BEAUMONT
COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES) ANNEXATION NO. 1

CERTIFICATE OF ELECTION RESULTS
I, the undersigned, being the Deputy City Clerk or the City Clerk, as the case may be, hereby certify:

In connection with the special mailed -ballot election called by the City Council (the "City Council") of the City of Beaumont (the "City") on this same date in the proceedings of the City Council for the annexation of territory to the above -entitled community facilities district, I personally received (a) a signed and dated waiver and consent form and (b) a signed, dated and marked election ballot(s) on behalf of the owner(s) listed below, the entity named as the sole landowner of the land within the boundary of the above -entitled community facilities district in the Certificate Regarding Registered Voters and Landowners, dated April 16, 2026, and on file in the office of the City Clerk of the City in connection with the City Council actions on that date. Copies of the completed waiver and consent form and the completed ballot received by me and on file in my office are attached hereto.

Following such receipt, I have personally, and in the presence of all persons present, reviewed the ballot to confirm that it is properly marked and signed, and I hereby certify the result of that count to be that the ballot was cast in favor of the measure.

Based upon the foregoing, all votes that were cast having been cast "Yes", in favor of the ballot measure, the measure has therefore passed.

Landowner
Qualified
Landowner Votes
Votes Cast
YES
NO
Penn St. Development, LLC
3 3
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on , 2026.

Elaine Morgan
City Clerk
City of Beaumont
By:
(Attach completed copies of Waiver/Consent and Ballots)

RESOLUTION NO. 2026-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF BEAUMONT, CALIFORNIA, DECLARING ELECTION
RESULTS FOR COMMUNITY FACILITIES DISTRICT NO.
2025-M (MAINTENANCE SERVICES) ANNEXATION NO. 1
WHEREAS, the City Council (the "City Council") of the City of Beaumont (the "City") has heretofore conducted proceedings for the area proposed to be annexed to Community Facilities District No. 2025-M (Maintenance Services) (the "CFD No. 2025-M") of the City of Beaumont, including conducting a public hearing pursuant to Section 53339.5 of the Government Code; and
WHEREAS, at the conclusion of said public hearing, the City Council adopted a resolution calling a special election for June 2, 2026, and submitting to the qualified electors of the territory to be annexed to the CFD No. 2025-M the question of levying special taxes on parcels of taxable property therein for the purpose of providing certain services which are necessary to meet increased demands placed upon the City as a result of the development of said real property as provided in the form of special election ballot; and WHEREAS, a Certificate of Election Results, attached thereto as Exhibit A, dated June 2, 2026, executed by the City Clerk (or, in the absence of the City Clerk, the Acting City Clerk — in either case, the "Clerk"), has been filed with this Council, certifying that a completed ballot has been returned to the Clerk for each landowner-voter(s) eligible to cast a ballot in said special election, with all votes cast as "Yes" votes in favor of the ballot measure, and further certifying on said basis that the special mailed -ballot election was closed; and WHEREAS, this Council has received, reviewed and hereby accepts the Clerk's Certificate of Election Results and wishes by this resolution to declare the results of the special mailed -ballot election;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT:

Section 1. Recitals. This Council finds and determines that the foregoing recitals are true and correct.

Section 2. Ballot Measure. This Council hereby finds, determines and declares that the ballot measure submitted to the qualified electors of the territory to be annexed to CFD No. 2025-M has been passed and approved by those qualified electors in accordance with Sections 53328 and 53329 of the Government Code.

Section 3. Annexation. This Council hereby finds, determines and declares that pursuant to Section 53339.8 of the Government Code, the City Council is authorized to determine that the territory to be annexed has been added to and become a part of the CFD No. 2025-M with full legal effect, and the City Council is also authorized, pursuant to said Section 53339.8, to annually levy special taxes within the territory to be annexed to pay the costs of the services to be provided by the CFD No. 2025-M as specified in Resolution No. 2026-13 adopted by the City Council on April 21, 2026. The boundaries of the territory annexed are shown on the

map entitled, "Proposed Annexation Map No. 1 Community Facilities District No. 2025-M (Maintenance Services)" a copy of which was recorded, on May 1, 2026, in Book 99 of Maps of Assessment and Community Facilities Districts at Page 48, in the office of the Riverside County Recorder.

Section 4. Notice of Special Tax Lien. Pursuant to Section 53339.8 of the Government Code and Section 3117.5 of the Streets and Highways Code, the City Clerk shall cause to be filed with the County Recorder of the County of Riverside an amendment of the notice of special tax lien and a map of the amended boundaries of the CFD No. 2025-M including the annexed territory.

Section 5. Effect. This resolution shall take effect from and after its adoption.

PASSED, APPROVED AND ADOPTED this 2nd day of June 2026:

Jessica Voigt
Mayor of the City of Beaumont
ATTEST:

Elaine Morgan
City Clerk of the City of Beaumont

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF BEAUMONT )
I, Elaine Morgan, City Clerk of the City of Beaumont, do hereby certify that the foregoing resolution was duly adopted by the City Council of said City, at a regular meeting of said City Council held on the 2nd day of June 2026, and that it was so adopted by the following vote:

AYES:

NOES:

ABSENT:

Elaine Morgan
City Clerk City of Beaumont

Registrar of Voters
I

ART TINOCO

REGISTRAR OF VOTERS

MATTHEW CEBALLOS

ASSISTANT REGISTRAR OF VOTERS
2724 GATEWAY DRIVE
RIVERSIDE, CA 92507-0918
MAIN (951) 486-7200
FAX(951)486-7335
CA RELAY SERVICE (DIAL 73.1)
VOTEINFO.NET
RivCo* VOTE
Your Voice Every Vote Our Future
State of California
County of Riverside
)
)
)
SS
I, Art Tinoco, Registrar of Voters of said County, hereby certify that:
(A) I have been furnished a map describing the proposed boundary of Community Facilities District No. 2025 - M Annex 1 (Maintenance Services) to the City of Beaumont, of the County of Riverside, State of California. (B) On April 16, 2026, I conducted, or caused to be conducted, a review of the voter registration records of the County of Riverside for the purpose of determining the number of voters registered to vote within the proposed boundary of Community Facilities District No. 2025 - M Annex 1 (Maintenance Services) to the City of Beaumont, of the County of Riverside.
(C) There are 0 registered voters residing within the proposed boundary of Community Facilities District No. 2025 - M Annex 1 (Maintenance Services) to the City of Beaumont, of the County of Riverside.

IN WITNESS WHEREOF, I have executed this Certificate on this April 16, 2026.

Art Tinoco
Registrar of Voters
By:

Alice Kim
Chief Deputy Registrar of Voters
Page -6.77 of 14'3

EXHIBIT C

FULL TEXT OF PROPOSITION

SPECIAL ELECTION TO SUBMIT TO THE QUALIFIED ELECTORS THE QUESTION OF LEVYING A

SPECIAL TAX WITHIN THE AREA PROPOSED TO BE ANNEXED TO COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES) (ANNEXATION NO. 1) June 2, 2026
SPECIAL TAX BALLOT MEASURE: Shall the City Council of the City of Beaumont be authorized to levy a special tax on an annual basis at the rates set forth in the following table:

Land Use
Category
Maximum
Special Tax A
Maximum Special
Tax B (Contingent)
Single -Family Residential
$577
$316
plus an annual increase on each July 1, commencing on July 1, 2026 the Maximum Special Tax shall increase by i) the percentage increase in the Consumer Price Index (AII Items) for Riverside — San Bernardino — Ontario (December 2017 = 100) since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater, to finance certain services within the territory identified on the map entitled "Annexation Map No. 1 of Community Facilities District No. 2025-M (Maintenance Services) City of Beaumont" including streetlights, streets, parks, and graffiti abatement for Special Tax A, and drainage for Special Tax B (Contingent), as provided in the Rate and Method of Apportionment which is attached as Exhibit C to Resolution No. 2026-13 adopted by the City Council of the City of Beaumont on April 21, 2026 (including incidental expenses), and shall an appropriation limit be established for the Community Facilities District No. 2025-M (Maintenance Services) in the amount of special taxes collected?

ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BEAUMONT, CALIFORNIA, AMENDING ORDINANCE NO. 1198 AND LEVYING SPECIAL TAXES TO BE COLLECTED DURING FISCAL YEAR 2025/2026 TO PAY THE

ANNUAL COSTS OF THE MAINTENANCE AND SERVICING OF STREET

LIGHTS, PARKS, PARKWAYS, STREETS, ROADS, AND OPEN SPACE, THE

OPERATION AND MAINTENANCE OF STORM DRAINAGE SYSTEMS, A

RESERVE FUND FOR CAPITAL REPLACEMENT, AND ADMINISTRATIVE

EXPENSES WITH RESPECT TO CITY OF BEAUMONT COMMUNITY
FACILITIES DISTRICT NO. 2025-M, ANNEXATION NO. 1, FOR

MAINTENANCE SERVICES
WHEREAS, pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Act"), on December 16, 2025, the City Council (the "City Council") of the City of Beaumont (the "City") adopted Resolution No. 2025-76 establishing Community Facilities District No. 2025-M (Maintenance Services) of the City of Beaumont, County of Riverside, State of California (the "CFD No. 2025-M") for the purpose of levying special taxes on parcels of taxable property therein for the purpose of providing certain services (the "Services"), which are necessary to meet increased demands placed upon the City and are described in Exhibit A attached hereto; and
WHEREAS, on March 3, 2026, the City Council adopted Ordinance No. 1198 entitled, "Ordinance of the City Council of the City of Beaumont, California acting in its capacity as the legislative body of City of Beaumont Community Facilities District No. 2025-M (Maintenance Services) authorizing the levy of a Special Tax within City of Beaumont Community Facilities District No. 2025-M (Maintenance Services)" ("Ordinance No. 1198"), pursuant to which the City Council levied special taxes with the CFD No. 2025- M; and
WHEREAS, on April 21, 2026, the City Council adopted Resolution No. 2026-13 entitled "A Resolution of the City Council of the City of Beaumont Declaring Its Intention to Annex Territory to Community Facilities District No. 2025-M (Maintenance Services) of the City of Beaumont, Adopting a Map of the Area to be Proposed to be Annexed (Annexation No. 1) and Authorizing the Levy of a Special Taxes Therein" (the "Resolution of Intention") declaring its intention to annex certain territory to the CFD No. 2025-M and to levy special taxes within that territory to provide the Services as described in the Resolution of Intention and setting a special public hearing on the proposed annexation for June 2, 2026; and
WHEREAS, notice was published as required by the Act relative to the intention of the City Council to annex certain territory to the CFD No. 2025-M, to levy special taxes therein to provide the Services, and to set the time and place of said public hearing; and WHEREAS, on June 2, 2026, at the time and place specified in said published notice, the City Council opened and held a public hearing as required by the Act relative to the annexation of territory in to the CFD No. 2025-M, the levy of the special taxes therein, and the provision of Services by the CFD No. 2025-M; and
WHEREAS, at said public hearing all persons desiring to be heard on all matters pertaining to the annexation of territory to the CFD No. 2025-M, the levy of the special taxes therein, and the provision of Services therein were heard, and a full and fair hearing was held; and

WHEREAS, subsequent to said public hearing, the City Council adopted Resolution No. 2026 - entitled "A Resolution of the City Council of the City of Beaumont Calling an Election to Submit to the Qualified Electors the Question of Levying a Special Tax Within the Area Proposed to be Annexed to Community Facilities District No. 2025-M (Maintenance Services) (Annexation No. 1)" (the "Resolution Calling the Election") on June 2, 2026, wherein the City Council submitted the question of levying a special tax in territory proposed to be annexed to the CFD No. 2025-M at the rate and according to the method of apportionment described therein; and
WHEREAS, at said special election on June 2, 2026, the qualified electors of the territory proposed to be annexed to the CFD No. 2025-M approved said propositions as described in the Resolution Calling the Special Election by more than the two-thirds vote required by the Act; and WHEREAS, subsequent to said special election, the City Council adopted Resolution No. 2026 - entitled "A Resolution of the City Council of the City of Beaumont Declaring the Results of the Special Election Held on June 2, 2026, and Ordering the Annexation of Territory to Community Facilities District No. 2025-M (Maintenance Services) (Annexation No. 1)" wherein the City Council determined that the territory proposed to be annexed was added to the CFD No. 2025-M (such territory being referred to herein as "Annexation No. 1").

NOW, THEREFORE, the City Council of the City of Beaumont, California does ordain as follows:

Section 1. Recitals. The foregoing recitals are true and correct.

Section 2. Amendment to Exhibit B of Ordinance No. 1198. Exhibit B of Ordinance No. 1198 is hereby amended by deleting it in its entirety and replacing it with Revised Exhibit B attached hereto.

Section 3. Amendment to Section 2 of Ordinance No. 1198. Section 2 of Ordinance No. 1 198 is hereby amended by deleting it in its entirety and replacing it with the following:

Section 2. Levy of Special Taxes. Special taxes shall be and are hereby levied for the Fiscal Year 2025-26, and each Fiscal Year thereafter, on all parcels of real property within the Community Facilities District which are subject to taxation, which are identified in Revised Exhibit B attached hereto, and in the amount set forth for each such parcel in said Revised Exhibit B. Pursuant to said Section 53340, such special taxes shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale, and lien priority in case of delinquency as is provided for ad valorem taxes.

Section 4. Severability. If any section, subsection, sentence, clause, or phrase of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional, without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional.

Section 5. Effective Date. This ordinance shall take effect thirty (30) days from the date of its adoption.

Section 6. Notice of Adoption. The City Clerk shall certify to the passage and adoption of this Ordinance, and shall cause to be published within fifteen (15) days after its passage in a newspaper of general circulation and circulated within the City in accordance with Government Code Section 36933(a) or, cause this Ordinance to be published in a manner required by law using the alternative summary and posting procedure authorized under Government Code Section 36933 (c).

This Ordinance was introduced and read on the 2nd day of June 2026 and PASSED, APPROVED AND ADOPTED this 16th day of June 2026.

Jessica Voigt
Mayor of the City of Beaumont
AYES:

NOES:

ABSENT:

ABSTAINED:

Elaine Morgan
City Clerk City of Beaumont

EXHIBIT A

CITY OF BEAUMONT
COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICE)

DESCRIPTION OF AUTHORIZED SERVICES
The services which may be funded with proceeds of the special tax of CFD No. 2025-M, as provided by Section 53313 of the Act, will include all costs attributable to maintaining, servicing, cleaning, repairing and/or replacing landscaped areas (may include reserves for replacement) in public street right-of-way, public landscaping, public open spaces and other similar landscaped areas officially dedicated for public use. These services including the following:
(a) maintenance and lighting of parks, parkways, streets, roads and open space, which maintenance and lighting services may include, without limitation, furnishing of electrical power to street lights and traffic signals; repair and replacement of damaged or inoperative light bulbs, fixtures and standards; maintenance (including irrigation and replacement) of landscaping vegetation situated on or adjacent to parks, parkways, streets, roads and open space; maintenance and repair of irrigation facilities; maintenance of public signage; graffiti removal from and maintenance and repair of public structures situated on parks, parkways, streets, roads and open space; maintenance and repair of playground or recreation program equipment or facilities situated on any park; and (b) maintenance and operation of water quality improvements which include storm drainage and flood protection facilities, including, without limitation, drainage inlets, catch basin inserts, infiltration basins, flood control channels, fossil fuel filters, and similar facilities. Maintenance services may include but is not limited to the repair, removal or replacement of all or part of any of the water quality improvements, fossil fuel filters within the public right-of-way including the removal of petroleum hydrocarbons and other pollutants from water runoff, or appurtenant facilities, clearing of inlets and outlets; erosion repairs; and cleanup to improvements, and other items necessary for the maintenance and servicing of the water quality basin improvements within flood control channel improvements; and (c) public street sweeping, on the segments of the arterials within the boundaries of CFD No. 2025-M; as well as local roads within residential subdivisions located within CFD No. 2025-M; and any portions adjacent to the properties within CFD No. 2025-M; and
In addition to payment of the cost and expense of the forgoing services, proceeds of the special tax may be expended to pay "Administrative Expenses," as said term is defined in the Rate and Method of Apportionment.

The above services may be financed by proceeds of the special tax of CFD No. 2025-M only to the extent that they are in addition to those provided in the territory of CFD No. 2025-M before CFD No. 2025-M was created or those provided in the territory annexed to CFD No. 2025-M before the territory was annexed, as applicable.

REVISED EXHIBIT B
(Amending and Replacing Exhibit B of Ordinance No. 1198) COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES) SPECIAL TAX FISCAL YEAR 2025-26
(Effective as of June 2, 2026)

ASSESSOR'S PARCEL NUMBERS
Annexation
Owner
Assessor's Parcel Numbers
Original
Formation
Meritage Homes
See Next Page
1 Penn St. Development, LLC
415-200-031
5

REVISED EXHIBIT B (cont.)
(Amending and Replacing Exhibit B of Ordinance No. 1198) COMMUNITY FACILITIES DISTRICT NO. 2025-M (MAINTENANCE SERVICES) ANNEXATION NO. ORIGINAL

ASSESSOR'S PARCEL NUMBERS
413-790-075
413-790-076
413-790-077
413-790-078
413-790-079
6

EXHIBIT E

PETITION TO THE CITY COUNCIL OF THE CITY OF BEAUMONT REQUESTING

ANNEXATION INTO A COMMUNITY FACILITIES DISTRICT OF PROPERTY WITHIN

THE CITY OF BEAUMONT AND A WAIVER WITH RESPECTS TO CERTAIN

PROCEDURAL MATTERS UNDER THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982 AND CONSENTING TO THE LEVY OF SPECIAL TAXES THEREON TO

PAY THE COSTS OF SERVICES TO BE PROVIDED BY THE COMMUNITY

FACILITIES DISTRICT

1. The undersigned requests that the City Council of the City of Beaumont, initiate and conduct proceedings pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Act") (Government Code Section 53311 et seq.), for the annexation into Community Facilities District No. 2025-M (the "Community Facilities District") of the property described below and consents to the annual levy of special taxes on such property to pay the costs of services to be provided by the community facilities district.

2. The undersigned requests that the community facilities district provide any services that are permitted under the Act including, but not limited to, all necessary service, operations, administration and maintenance required to keep the landscape lighting, street lighting, traffic signals, flood control facilities, ground cover, shrubs, plants and trees, irrigation systems, graffiti removal, sidewalks and masonry walls, fencing entry monuments, tot lot equipment and associated appurtenant facilities within the district in a healthy, vigorous and satisfactory working condition.

3. The undersigned hereby certifies that as of the date indicated opposite its signature, it is the owner of all the property within the proposed boundaries of the Community Facilities District as described in Exhibit A hereto and as shown on the map Exhibit B hereto.

4. The undersigned requests that a special election be held under the Act to authorize the special taxes for the proposed community facilities district. The undersigned waives any requirement for the mailing of the ballot for the special election and expressly agrees that said election may be conducted by mailed or hand -delivered ballot to be returned as quickly as possible to the designated election official, being the office of the City Clerk and the undersigned request that the results of said election be canvassed and reported to the City Council at the same meeting of the City Council as the public hearing on the creation of the Community Facilities District or at the next available meeting.

5. Pursuant to Sections 53326(a) and 53327(b) of the Act, the undersigned expressly waives all applicable waiting periods for the election and waives the requirement for analysis and arguments relating to the special election, and consents to not having such materials provided to the landowner in the ballot packet, and expressly waives any requirements as to the form of the ballot. The undersigned expressly waives all notice requirements relating to hearings and special elections (except for published notices required by the Act), and whether such requirements are found in the California Elections Code, the California Government Code or other laws or procedures, including but not limited to any notice provided for by compliance with the provisions of Section 4101 of the California Elections Code. The undersigned expressly waives the word limit requirement for the ballots pursuant to Section 13247 and 9051 of the Election Code.

6. The undersigned hereby consents to and expressly waives any and all claims based on any irregularity, error, mistake or departure from the provisions of the Act or other laws of the State in the conduct of the election to form the Community Facilities District, and no step or action in any proceeding relative to the election to create the Community Facilities District of the portion of the incorporated area of

of the City of Beaumont or the special election therein shall be invalidated or affected by any such irregularity, error mistake or departure.

IN WITNESS WHEREOF, I hereunto set my hand this 6th day of March , 20 26, [NAME OF LANDOWNER] Penn St Development LLC
By:

Name: can Cook
Title: Managing Member
OWNER'S PROPERTY:

TRACT MAP OR PARCEL MAP NO.
or PROJECT NO.
38879
OWNER'S MAILING ADDRESS:

PO Box 1137
Costa Mesa Ca 92628

FILED IN THE OFFICE OF THE CITY CLERK OF THE CITY COUNCIL OF THE CITY OF BEAUMONT THIS 21 DAY OF i i , 20 .
�I city Ciek of the City Council
City of Beaumont

INSERT EXHIBIT A: BOUNDARY DESCRIPTION
Assessor's Parcel Number: 415-200-031

INSERT EXHIBIT B: TRACT/PARCEIJSUBDIVISION MAP

THIS MAP WAS PREPARED FOR ASSESSMENT PURPOSES ONLY NO LIABILITY

IS ASSUMED FOR THE ACCURACY OF THE DATA SHOWN ASSESSOR'S PARCEL

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SITE PLAN

THE PRESS -ENTERPRISE
KEEP YOUR EYES ON 'Ii I I 'PRISE
pe.com
3512 14 Street
Riverside, California 92501
(951) 368-9229
[email protected]
City of Beaumont
550 E. 6th Street
Beaumont, California 92223
Account Number:

Ad Order Number:

Customer's Reference/PO Number:

Publication:

Publication Dates:

Total Amount:

Payment Amount:

Amount Due:

Notice ID:

Invoice Text:
5209298
0011794283
The Press -Enterprise
05/19/2026
$427.12
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NOTICE IS HEREBY GIVEN that the City Council of the City of Beaumont on April 21, 2026 adopted its Resolution No. 2026-13, in which it declared its intention to annex territory to existing Community Facilities District No. 2025-M (Maintenance Services) (the "CFD No. 2025-M"), and to levy a special tax to pay for certain maintenance services, all pursuant to the provisions of the Mello -Roos Community Facilities Act of 1982, Chapter 2.5, Part 1, Division 2, Title 5 of the California Government Code. The resolution describes the territory to be annexed and describes the rate and method of apportionment of the proposed special tax. No change in the tax levied in the existing CFD No. 2025-M is proposed. NOTICE IS HEREBY FURTHER GIVEN that the City Council of the City of Beaumont on April 21, 2026 adopted its Resolution No. 2026- 14, in which it declared its intention to annex territory to existing Community Facilities District No. 2025-S (Public Services) (the "CFD No. 2025-S"), and to levy a special tax to pay for certain public safety services, all pursuant to the provisions of the Mello - Roos Community Facilities Act of 1982, Chapter 2.5, Part 1, Division 2, Title 5 of the California Government Code. The resolution describes the territory to be annexed and describes the rate and method of apportionment of the proposed special tax. No change in the tax levied in the existing CFD No. 2025-S is proposed. The City Council has fixed 6:00 p.m., or as soon thereafter as practicable, Tuesday, June 2, 2026, at 550 E. Sixth Street, Beaumont, California, as the time and place when and where the City Council will conduct a public hearing on the annexation of territory to CFD No. 2025-S and CFD No. 2025-M. At the hearing, the testimony of all interested persons for or against the annexation of the territory or the levying of the special taxes will be

CFD 2025-S and 2025-M - Page 1 of 1

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PROOF OF PUBLICATION OF
Ad Desc: 0011794283
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PROOF OF PUBLICATION
I am a citizen of the United States. I
am over the age of eighteen years and
not party to or interested in the above -
entitled matter. I am an authorized
representative of THE PRESS -
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of perjury that the foregoing is true and
correct.

Date: May 19, 2026.

At: Riverside, California
C tit> a��
Signature
NOTICE IS HEREBY GIVEN that the City Council of the Clty of Beaumont on April 21, 2026 adopted its Resolution No. 2026-13, 1n which it declared its lntentlon to annex territory to existing Community Facilities District No. 2025-M (Maintenance Services) (the "CFD No. 2025-M"), (Ind to levy a special tax to pay for certain maintenance services, all pursuant to the provlslons of the Mello -Roos Community Facilities Act of 1982, Chapter 2.5, Part 1, Dlvlslon 2, Title 5 of the California Government Code. The resolution describes the territory to be annexed and describes the rate and method of apportionment of the proposed special tax. No change in the tax levied in the existing CFD No. 2025-M is proposed.

NOTICE IS HEREBY FURTHER GIVEN that the Clty Council of the City of Beaumont on April 21, 2026 adopted its Resolution No. 2026- 14, in which it declared its intention to (annex territory to existing Community Facilities District No. 2025-5 (Public Services) (the "CFD No. 2025-S"), and to levy a special tax to pay for certain public safety services, all pursuant to the provlslons of the Mello -Roos Community Facilities Act of 1982, Chapter 2.5, Part 1, Dlvlslon 2, Title 5 of the California Government Cocle. The resolution describes the territory to be (annexed and describes the rate and method of apportionment of the proposed special tax. No change in the tax levied in the existing CFD No. 2025-5 is proposed.

The City Council has fixed 6:00 p.m., or cis soon thereafter as practicable, Tuesday, June 2, 2026, cat 550 E. Sixth Street, Beaumont, California, as the time and place when and where the City Council will conduct a public hearing on the annexation of territory to CFD No. 2025-S and CFD No. 2025-M. At the hearing, the testimony of all interested persons for or against the annexation of the territory or the levying of the special taxes will be heard.

This meeting will be open to the public and will be recorded for live streaming on the City's official YouTube webpage . Please use the following link during the meeting for live stream access:

BeaumontCa.gov/Livestream
Public comments will be accepted using the following options:

1. Emalled comments will be read aloud during the corresponding item of the meeting. Please submit your comments to CltyClerk@ BeciumontCa.gov

2. In person public comments.

3. Call -in comments using a designated public comment phone Ilse (951) 922-4845.

City Council will conduct a public hearing to receive testimony and comments from all interested persons. Public comments shall not exceed three minutes unless otherwise authorized by City Council.

Comments can be submitted any time prior to the meeting as well as during the meeting until the end of the corresponding item. A copy of the Agenda will be made available upon request to the Beaumont City Clerk's office at 951-572-3196.

Dated: May 15, 2026
The Press -Enterprise
Published: 5/19/26

CFD 2025-S and 2025-M - Page 1 of 1

BEAUMONT
-C A L I F O R N A -
Staff Report
TO: Honorable Mayor and Members of the City Council
FROM: Lisa Leach, Interim Finance Director
BY: Darron Usher, Principal Management Analyst
DATE: June 2, 2026
SUBJECT: Public Hearing and Election for Annexation Proceedings for Annexation No. 1, Baldwin Ranch, into Community Facilities District No. 2025-S (Public Services)
Description: The proposed action presents a request from Penn St. Development, LLC, ("Owner") for the annexation of territory into Community Facilities District No. 2025-S ("CFD No. 2025-S"). CFD No. 2025-S allows for the levy of special taxes on parcels of taxable property to provide, among others, police protection services (including but not limited to criminal justice services), fire protection and suppression services, and paramedic services.

Background and Analysis:

CFD No. 2025-S was formed by the City Council on December 16, 2025, pursuant to the provisions of the Mello -Roos Community Facilities Act of 1982 ("Act"). On April 21, 2026, the City Council, acting as the legislative body of CFD No. 2025-S, adopted a resolution declaring its intent to annex territory into CFD No. 2025-S. The proceedings to undertake at this meeting will complete the proposed Annexation of the property to CFD No. 2025-S.

The Owner owns Tentative Tract Map ("TTM") 38879 and is proposing ten (10) single- family residential lots within the City. In order to adequately mitigate public safety services needed to serve the residential property within TTM 38879, the Owner has agreed that the area described in Exhibit "B" of the Resolution of Intention is to be annexed into CFD No. 2025-S and that a Rate and Method of Apportionment of the special taxes will be levied as described in Exhibit "C".

The proposed total maximum tax rate for a single-family residential unit is $639 per unit per year, starting Fiscal Year 2025-26. The Special Taxes within CFD No. 2025-S may be levied each Fiscal Year, commencing July 1, 2025. On each July 1, commencing on July 1, 2026, the Maximum Special Tax for Developed Property of Single -Family

Property and Multi -Family Property shall increase by the greater of CPI or five percent (5.0%).

Following the public hearing to be held, approval of the first resolution will call for an election to be held with respect to the Annexation. The City has received a certificate of the Registrar of Voters certifying that there are less than 12 Registered Voters residing with the District during the 90 days prior to the time of the public hearing. Accordingly, the election to be held will be a landowner election pursuant to which the landowners are the sole eligible voters within the District. Penn St. Development, LLC, has also executed a consent and waiver to certain election law requirements and to allow the election to be conducted immediately following the public hearing.

Following the holding of the election, the City Council will be asked to certify the election results and assuming the passage of the propositions, the property within the District will be annexed to CFD No. 2025-S and the City Clerk will be instructed to record a notice of special tax lien of CFD No. 2025-S on the property within the District. The property within the District will thereafter be subject to the special tax levy of CFD No. 2025-S.

Fiscal Impact:

The Owners have made a deposit to pay for the costs of the Annexation.

CFD No. 2025-M will annually levy special taxes on all of the taxable property within the District in accordance with the Rate and Method of Apportionment in order to pay for the costs of services and administration of CFD No. 2025-S.

Recommended Action:

Hold a Public Hearing; and
Waive the full reading and adopt by title only, "A Resolution of the City Council of the City Of Beaumont, California, Acting as The Legislative Body of the City Of Beaumont Community Facilities District No. 2025-S (Public Services), Annexing Territory to Community Facilities District No. 2025-S (Public Services), And Calling Elections Therein," and
Hold a special landowner election and canvass the election; and Waive the full reading and adopt by title only, "A Resolution of the City Council of the City Of Beaumont, California, Acting as The Legislative Body of the City Of Beaumont Community Facilities District No. 2025-S (Public Services), Certifying the Results of the June 2, 2026, Annexation and Special Elections."
Attachments:

A. Project Location Map
B. Resolution Calling Election
C. Description of Territory
D. Ballot
E. Rate and Method of Apportionment
F. Resolution Certifying Election Results
G. Certificate Registrar of Voters
H. Petition 2025-S
I. Proof of Publication