Calimesa City Council
August 4, 2025

Regular Meeting of the Calimesa City Council
Monday, August 4, 2025

CALL TO ORDER
ROLL CALL: MAYOR MOLINA, MAYOR PRO TEM CERVANTEZ, COUNCIL MEMBER CUNDIEFF, COUNCIL MEMBER GARCIA AND COUNCIL MEMBER MANLY.

STAFF: CITY MANAGER KOLBOW, CITY ATTORNEY FLOWER, CITY CLERK

GERDES, FINANCE DIRECTOR REID, PLANING DIRECTOR LUCIA, PUBLIC

WORKS DIRECTOR SHAKIR, CITY ENGINEER THORNTON, FIRE DEPUTY CHIEF SHAW AND SHERIFF CAPTAIN NORTHRUP.

PLEDGE OF ALLEGIANCE
PRESENTATIONS Yucaipa Valley Water District Presentation– Joe Zoba, General Manager

COMMUNICATIONS FROM THE PUBLIC
Pursuant to the Brown Act, this is the opportunity for members of the public to directly address the Council on any item within the Council’s subject matter jurisdiction. Please note that this is also the time in which members of the public may address the Council on any item on the Consent Calendar. This is not the time for City Council discussion of non-agenda items. After receiving public comments, Council Members, or staff, after being recognized by the Mayor, may briefly respond to statements made by the public or questions posed by the public. In addition, Council Members may ask questions for clarification or make a referral to staff for factual information to be reported back to the Council at a later meeting.

APPROVAL OF THE AGENDA, CONSENT CALENDAR AND WAIVER OF FULL READING OF ORDINANCES This is the time for the City Council to notify the public of any changes to the agenda; such as removal of an agenda item, rearrangement of the agenda, postponement of an agenda item or continuance of an item to a future meeting. This is also the time for the City Council to remove items from the Consent Calendar for individual consideration. Waiver of full reading of ordinances does not take policy action or approve or disapprove any ordinances on the agenda, it simply means that the entire text of the ordinance will not be read.

Regular Meeting of the Calimesa City Council
Meeting Agenda
Monday, August 4, 2025 – 6:00 p.m.

Norton Younglove Multipurpose Senior Center
908 Park Avenue, Calimesa, CA 92320
Linda Molina, Mayor  Jeff Cervantez, Mayor Pro Tem
Eric Cundieff, Council Member  Edgar Garcia, Council Member  John Manly, Council Member Will Kolbow, City Manager  Steven Flower, City Attorney The Calimesa City Council will be conducting this meeting in the Norton Younglove Senior Center. Members of the public may attend this meeting in person at the Norton Younglove Senior Center, 908 Park Avenue, Calimesa, CA 92320, or the public may view the City Council meetings live at https://www.youtube.com/@calimesacity900/live beginning at 6:00 p.m.

Submission of Public Comments: Public comment will be allowed by completing a speaker slip and providing it to the City Clerk at the meeting. Please observe a time limit of three (3) minutes when giving your presentation. When called upon, please step forward to the microphone, state your name for the record, whom you represent and any statement you wish to make. Please be advised that you may not defer your three (3) minutes to another speaker.

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a City meeting or other services offered by this City, please contact the City Clerk’s Office, (909) 795-9801. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Any public writings distributed by the City to at least a majority of the Council Members regarding any item on this regular meeting agenda will be made available at the public counter at City Hall located at 908 Park Avenue, Calimesa, CA 92320.

Regular Meeting of the Calimesa City Council
Monday, August 4, 2025

RECOMMENDATION: Move to approve the agenda, consent calendar and waive full reading of ordinances.

Motion________________________ Second_______________________ Vote___________________________ CONSENT CALENDAR (Items 1 – 12)
The following items on the Consent Calendar are routine and customary items and are enacted by a single motion, with the exception of items previously removed during “Approval of the Agenda” for individual consideration. Any items removed shall be individually considered immediately after taking action on the Consent Calendar.

1. APPROVAL OF CITY COUNCIL ACTION MINUTES.
a) There are no minutes ready for approval at this time.

2. RECEIVE AND FILE CITY COMMISSION & BOARD MINUTES.
a) There are no minutes ready for approval at this time.

3. APPROVAL OF WARRANT REGISTERS.
a) Check Register Report with a total of $1,123,033.15 (Check Nos. 43884-43963) b) July 17, 2025 Payroll of $139,101.76.

4. CITY OF CALIMESA SALES TAX UPDATE – 1Q 2025 JANUARY 2025 – MARCH 2025.

RECOMMENDATION: That the City Council receive and file the Sales Tax update for 1Q2025 January 2025 – March 2025.

5. SECOND READING BY TITLE ONLY AND ADOPTION OF ORDINANCE NO. 412, AN

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CALIMESA, CALIFORNIA ADOPTING SPECIFIC PLAN AREA 1 - AMENDMENT 5 (SPA 22-01) MODIFYING LAND USE ACREAGES, LAND USE LOCATIONS, AND RECONFIGURING PARCELS ON A 853.4-ACRE

PORTION OF THE SUMMERWIND RANCH AT OAK VALLEY SPECIFIC PLAN PROJECT LOCATED AT THE INTERSECTION OF ROBERTS ROAD AND SINGLETON ROAD.

RECOMMENDATION: That the City Council approve 2nd reading, by title only and adopt Ordinance No. 412, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CALIMESA, CALIFORNIA ADOPTING SPECIFIC PLAN AREA 1 - AMENDMENT 5 (SPA 22-01) MODIFYING LAND USE ACREAGES, LAND USE LOCATIONS, AND RECONFIGURING PARCELS ON A 853.4-ACRE

PORTION OF THE SUMMERWIND RANCH AT OAK VALLEY SPECIFIC PLAN PROJECT LOCATED

AT THE INTERSECTION OF ROBERTS ROAD AND SINGLETON ROAD

6. SECOND READING BY TITLE ONLY AND ADOPTION OF ORDINANCE NO. 413, AN

ORDINANCE OF THE CITY OF CALIMESA APPROVING FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT 25-02 BETWEEN THE CITY OF CALIMESA AND JEN SOCAL 1, LLC FOR THE SUMMERWIND TRAILS PROJECT AT THE SUMMERWIND RANCH AT OAK VALLEY SPECIFIC PLAN PROJECT ON 853.4 GROSS

ACRES OF REAL PROPERTY LOCATED AT THE INTERSECTION OF ROBERTS ROAD AND SINGLETON ROAD.

RECOMMENDATION: That the City Council approve 2nd reading, by title only and adopt Ordinance No. 413, AN ORDINANCE OF THE CITY OF CALIMESA APPROVING FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT 25-02 BETWEEN THE CITY OF CALIMESA AND JEN SOCAL 1, LLC FOR THE SUMMERWIND TRAILS PROJECT AT THE SUMMERWIND RANCH AT OAK VALLEY SPECIFIC PLAN PROJECT ON 853.4 GROSS

ACRES OF REAL PROPERTY LOCATED AT THE INTERSECTION OF ROBERTS ROAD AND

SINGLETON ROAD

7. SECOND READING BY TITLE ONLY AND ADOPTION OF ORDINANCE NO. 414, AN

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CALIMESA APPROVING DEVELOPMENT AGREEMENT 25-03 BETWEEN THE CITY OF CALIMESA AND QR

Regular Meeting of the Calimesa City Council
Monday, August 4, 2025

BIRTCHER OAK VALLEY OWNER LLC, FOR THE BIRTCHER LOGISTICS CENTER AT OAK VALLEY TOWN CENTER PROJECT ON 115-ACRES LOCATED APPROXIMATELY ONEQUARTER MILE NORTHWEST OF THE CHERRY VALLEY BOULEVARD/I-10 OVERCROSSING TO APPROXIMATELY ONE-QUARTER MILE NORTHWEST OF THE SINGLETON ROAD/I-10 OVER-CROSSING.

RECOMMENDATION: That the City Council approve 2nd reading, by title only and adopt Ordinance No. 414, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CALIMESA APPROVING DEVELOPMENT AGREEMENT 25-03 BETWEEN THE CITY OF CALIMESA AND QR

BIRTCHER OAK VALLEY OWNER LLC, FOR THE BIRTCHER LOGISTICS CENTER AT OAK VALLEY TOWN CENTER PROJECT ON 115-ACRES LOCATED APPROXIMATELY ONE-QUARTER MILE NORTHWEST OF THE CHERRY VALLEY BOULEVARD/I-10 OVER-CROSSING TO APPROXIMATELY ONE-QUARTER MILE NORTHWEST OF THE SINGLETON ROAD/I-10 OVERCROSSING.

8. PURCHASE OF PAVEMENT ROLLER.

RECOMMENDATION: That the City Council approve the purchase of one Caterpillar Inc. Pavement Roller Model: CB1.7 from Quinn Company in the amount of $42,691.10.

9. CONTRACT AWARD TO MERRELL JOHNSON GEOTECHNICAL, INC. FOR SOIL COMPACTION TESTING SERVICES – MOUNTAINVIEW PARK EXPANSION (CIP 2024-01).

RECOMMENDATION: That the City Council:
1) Approve a contract with Merrell Johnson Geotechnical, Inc. in a not to exceed amount of $14,000 for soil compaction testing services related to the Mountain View Park Expansion Project (CIP 2024-01); and
2) Authorize the City Manager to execute the agreement and approve invoices for services rendered provided they do not exceed the authorized amount.

10. PURCHASE OF CALSENSE IRRIGATION CONTROLLER.

RECOMMENDATION: That the City Council authorize the purchase of a Calsense CS3000 irrigation controller and associated components for 4th Street (Mountainview Phase 1) Park from SiteOne Landscape Supply, in the amount of $10,451.86.

11. PURCHASE OF SHADE STRUCTURE FOR PUBLIC WORKS YARD.

RECOMMENDATION: That the City Council:
1) Authorize the purchase of a shade structure from Interstate Steel Structures in the amount of $14,272.08, and
2) Adopt Resolution No. 2025-45 authorizing a budget amendment in the amount of $1,272.08 from the Capital Projects Fund to cover the full cost of the shade structure purchase.

12. WILDLAND PROTECTION AGREEMENT BETWEEN THE CITY OF CALIMESA AND THE CALIFORNIA DEPARTMENT OF FORESTRY AND FIRE PROTECTION (CAL FIRE).

RECOMMENDATION: That the City Council adopt Resolution No. 2025-46, a Resolution of the City Council of the City of Calimesa approving an Agreement between the City and the California Department of Forestry and Fire Protection of Wildlands within the Local Agency Responsibility Area (LRA) of the City, approving the Wildland Operating Plan between the City of Calimesa and the CAL Fire/Riverside Unit, approving an Agreement Summary with Cal Fire, and authorizing the City Manager to execute these Agreements and related documents,

Regular Meeting of the Calimesa City Council
Monday, August 4, 2025

SHERIFF CAPTAIN REPORT

FIRE CHIEF REPORT

BUSINESS ITEMS

13. ORDINANCE NO. 415 - AN ORDINANCE OF THE CITY OF CALIMESA, CALIFORNIA, ADOPTING BY REFERENCE THE 2025 EDITIONS OF THE CALIFORNIA BUILDING,

RESIDENTIAL, ELECTRICAL, MECHANICAL, PLUMBING, ENERGY, HISTORICAL

BUILDING, FIRE, EXISTING BUILDING AND GREEN BUILDING STANDARDS CODES, WHICH ARE CODIFIED IN TITLE 24 OF THE CALIFORNIA CODE OF REGULATIONS, AND THE 2024 EDITION OF THE INTERNATIONAL PROPERTY MAINTENANCE CODE, THE 1996 EDITION OF THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT PERMANENT FOUNDATIONS GUIDE FOR MANUFACTURED HOUSING (4930.3G), WITH APPENDICES THERETO, INCLUDING AMENDMENTS, ADDITIONS AND DELETIONS; AND AMENDING TITLE 15 OF THE CALIMESA MUNICIPAL CODE.

RECOMMENDATION: That the City Council:
a) Introduce First Reading of Ordinance No. 415 by title only: AN ORDINANCE OF THE CITY OF CALIMESA, CALIFORNIA, ADOPTING BY REFERENCE THE 2025 EDITIONS OF THE

CALIFORNIA BUILDING, RESIDENTIAL, ELECTRICAL, MECHANICAL, PLUMBING, ENERGY,

HISTORICAL BUILDING, FIRE, EXISTING BUILDING AND GREEN BUILDING STANDARDS CODES, WHICH ARE CODIFIED IN TITLE 24 OF THE CALIFORNIA CODE OF REGULATIONS, AND THE 2024 EDITION OF THE INTERNATIONAL PROPERTY MAINTENANCE CODE, THE 1996 EDITION OF THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT PERMANENT FOUNDATIONS GUIDE FOR MANUFACTURED HOUSING (4930.3G), WITH APPENDICES THERETO, INCLUDING AMENDMENTS, ADDITIONS AND DELETIONS; AND AMENDING TITLE 15 OF THE CALIMESA MUNICIPAL CODE.
b) Set a Public Hearing for August 18, 2025 to conduct second reading of Ordinance No. 415.

14. CONSIDERATION AND DIRECTION OF A MAYOR ROTATION POLICY.

RECOMMENDATION: That the City Council receive this report and provide direction to staff regarding the potential development and implementation of a formal Mayor Rotation Policy.

MAYOR & COUNCIL MEMBER REPORTING OF COUNTY & REGIONAL MEETINGS/CONFERENCES This is the time for general comments, announcements, reports on meetings attended at public expense as required by AB 1234, requests of staff, and other issues of concern to Council Members may be presented briefly at this time. The Council may not legally take action on any item presented at this time other than to direct staff to investigate a complaint or place an item on a future agenda unless (1) by a majority vote, the Council determines that an emergency situation exists, as defined by Government Code § 54956.5 or (2) by a four-fifths vote, the Council determines that there is a need for immediate action and the need for action arose subsequent to the agenda being posted as required by Government Code § 54954.2(b).

CITY MANAGER COMMENTS & REPORTS

ADJOURNMENT
Adjourn to the Regular Meeting of the City Council on Monday, August 18, 2025, at 6:00 p.m.

City Council Meeting
Agenda Report
Agenda Item No. 1
SUBJECT: APPROVAL OF CITY COUNCIL MEETING MINUTES
MEETING DATE: August 4, 2025
PREPARED BY: Darlene Gerdes, Deputy City Manager/City Clerk There are no minutes ready for approval at this time.

City Council Meeting
Agenda Report
Agenda Item No. 2
SUBJECT: APPROVAL OF COMMISSION MEETING MINUTES
MEETING DATE: August 4, 2025
PREPARED BY: Darlene Gerdes, Deputy City Manager/City Clerk There are no minutes ready for approval at this time

City Council Meeting
Agenda Report
Agenda Item No. 3
SUBJECT: APPROVAL OF WARRANT REGISTER
MEETING DATE: August 4, 2025
PREPARED BY: Celeste Reid, Finance Director
RECOMMENDATION: That the City Council approve the Warrant Register as presented.

SUMMARY: The attached Check Register Report for City Council’s approval is as follows:
a) Check Register Report with a total of $1,123,033.15 (Check Nos.43884-43963) b) July 17, 2025 Payroll of $139,101.76

City Council Meeting
Agenda Report
Agenda Item No. 4
SUBJECT: CITY OF CALIMESA SALES TAX UPDATE – 1Q 2025
JANUARY 2025 – MARCH 2025
MEETING DATE: August 4, 2025
PREPARED BY: Will Kolbow, City Manager
Celeste Reid, Finance Director & Treasurer
RECOMMENDATION: That the City Council receive and file the Sales Tax update for 1Q2025 January 2025 – March 2025.

BACKGROUND: The City of Calimesa has a professional services contract with Hinderliter, de Llamas & Associates (hereinafter referred to as HDL) to provide compiled sales tax data and analysis relating to sales tax collections and business operations within the City of Calimesa. The City Manager and Finance Director meet quarterly with the HDL professionals to review data provided in compiled reports to discuss data analytics in relation to industry sectors, major business groups, trends with prior years, other cities, counties and state overall sales tax rate collections.

The report includes City of Calimesa highlights, statewide results and information about overall changes in sectors. Most of the information shared with staff is confidential in accordance with State law. However, the attached report, appropriate for public consumption, is provided to the City Council for review and includes the top 25 producers of sales tax for the City of Calimesa, reported in alphabetical order.

FISCAL IMPACT: None.

ATTACHMENTS:

Attachment A: City of Calimesa Sales Tax Update 1Q2025 January 2025 – March 2025 Attachment B: California Forecast Sales tax Trends and Economic Drivers

www.hdlcompanies.com | 888.861.0220
Q1 2024*
Q1 2025*
Legend
$0
$20,000
$40,000
$60,000
$80,000
$100,000
$120,000
SALES TAX BY MAJOR BUSINESS GROUP *Allocation aberrations have been adjusted to reflect sales activity Autos
and
Transportation
General
Consumer
Goods
Business
and
Industry
County
and State
Pools
Food
and
Drugs
Restaurants
and
Hotels
Fuel and
Service
Stations
CITY OF CALIMESA HIGHLIGHTS TOP 25 PRODUCERS
Published by HdL Companies in Summer 2025

SALES TAX UPDATE

CITY OF CALIMESA
1Q 2025 (JANUARY - MARCH)
21 Sushi House
7 Eleven
76 Circle K
All Seasons Hay Co
Arco AM PM
AutoZone
Baker’s Burgers
Burger King
Calimesa Shell Station
Chevron
Del Taco
Denny’s
Dollar General
Dollar Tree
Domino’s
Fire Rock Burgers &
Brews
Jack in the Box
McDonald’s
Panda Express
Stater Bros
Taco Bell
Thai Chili Restaurant
Tractor Supply
Walgreens
Wingstop
Calimesa’s receipts from January
through March were 6.2% below the
first sales period in 2024. Excluding
reporting aberrations, actual sales were
down 2.8%.

Tariffs continue to be a topic of
discussion but have not yet had a strong
impact on price increases. The economy
is showing mixed signals. Inflation
though still elevated, has cooled, but is
still a concern as food and fuel prices
remain high. Consumer sentiment and
job growth suggest continued expansion,
but at a slower pace. World events are
also beginning to be of concern to the
consumers.

Restaurants-hotels pushed forward
with a 5.2% increase as new outlets and
higher menu pricing helped boost the
quarter. Future growth in the sector
depends on other parts of the economy
doing well, as high menu pricing may
cause a pullback on visits.

The City’s largest sector, fuel-service
stations, continued to feel the volatility
from world pressures, increases in state
taxes, and soon to be refinery closures,
as the sector was down 4.4%. Businessindustry dropped by 33.2% as multiple sub-sectors experienced pullback on
business spending, as businesses begin
the wait on how tariffs may impact their
businesses.

The City’s share of the countywide use
tax pool was flat when compared to the
same period in the prior year.

Net of aberrations, taxable sales for all
of Riverside County grew 0.8% over the
comparable time period; the Southern
California region was flat.

TOTAL: $ 392,925
-2.8% 0.8% 0.3%

COUNTY STATE

CALIMESA
1Q2025
Attachment 4A

$0
$2,000
$4,000
$6,000
$8,000
Calimesa
Q1
22 Q1
25 Q1
23 Q1
24 County California
SALES PER CAPITA*
*ADJUSTED FOR

ECONOMIC DATA

REVENUE BY BUSINESS GROUP
Calimesa This Quarter*
15%
Pools
25%
Restaurants
8%
Bus./Ind.
17%
Food/Drug
29%
Fuel
6%
Others
*ADJUSTED FOR

ECONOMIC DATA
1Q 2025 CITY OF CALIMESA SALES TAX UPDATE

STATEWIDE RESULTS
California’s local one-cent sales and use
tax receipts for January through March
2025 increased by 0.34% compared to the
same quarter in 2024, after adjusting for
accounting anomalies. While this modest
growth may signal the end of an eightquarter decline, it could be temporary, as the broader economy remains on the edge
between recovery and further slowdown.

The first quarter is traditionally the lowest
sales tax-generating period of the year,
often influenced by seasonal weather and
post-holiday consumer behavior.

Notably, the autos-transportation and
building-construction sectors—both of
which had been dragging down statewide
results over the past two years—showed
the strongest rebounds this quarter. In the
autos sector, used car sales and leasing
activity led the recovery. Consumers are
increasingly opting for more affordable
vehicles and shorter-term commitments,
moving away from high-end purchases. In
construction, pent-up demand for repairs
and improvements, especially in weatheraffected and wildfire-damaged areas like Southern California, drove strong sales for
building material suppliers.

Other segments generating modest growth
included business-industry and countywide
use tax pools, largely due to continued
strength in online sales. Sales of goods
already in California before purchase
are reported under business-industry
fulfillment centers. Goods shipped from
outside the state are reported under county
pools, based on the destination of the outof-state shipment. Online shopping remains a preferred option for value-conscious
consumers, contributing significantly to tax
receipts in these categories.

Calendar year 2024 saw a decline in fuelrelated tax receipts due to lower global crude oil prices—a trend that continued into 1Q
2025. Fuel-related returns dropped by 5%.

This decline also affected general consumer
goods, as large retailers that sell fuel typically
report all sales under a single taxpayer ID.

As a result, brick-and-mortar merchants
such as post-holiday family apparel stores,
winter sporting goods vendors and closures
of variety stores contributed to weaker
performance.

Although food-drugs is the smallest of the
eight tax groupings, it was significant that
cannabis returns continued a downturn
trend that has been ongoing for over two
years. Bankruptcies, customer shopping
alternatives and oversaturation of retail
footprint diminished taxes coming from drug
stores.

As 2025 begins, sales tax returns remain
modest, reflecting broader economic
volatility. Key factors influencing our outlook
include: ongoing national tariff and trade
negotiations and decisions on the federal
funds rate - which directly affect consumer
interest rates. Recent Middle East conflicts,
which temporarily spiked crude oil prices
and threatened local gas prices during the
summer, will be a short-term concern. In
summary, “uncertainty” remains the most
accurate descriptor of California’s current
and future economic climate.

888.861.0220 | [email protected] | hdlcompanies.com

CALIFORNIA FORECAST

SALES TAX TRENDS & ECONOMIC DRIVERS
JUNE 2025
Long Beach Harbor, CA
Attachment 4B

STATEWIDE

SALES TAX TRENDS
2024/25 | 2025/26 2024/25 | 2025/26
Overview: Economic volatility persists through 2025. Key stabilizing factors include a resilient labor market and the potential easing of inflation, contingent on the timing and extent of interest rate reductions by the Federal Reserve. Unpredictable national policies—particularly tariff impositions on taxable goods—influence consumer behavior. Many are either accelerating purchases in anticipation of price hikes or delaying spending until greater financial stability emerges. Global instability continues to weigh on the economic outlook. Fiscal Year 2024–25 is projected to underperform compared to the previous year, followed by a modest recovery in FY 2025–26.

Fuel/Service Stations -10% | 5.0%
Retail fuel prices decreased again in 1Q25 as statewide pump prices dropped 2.3% and oil barrel prices trended lower. CDTFA-reported fuel consumption regressed compared to the first two months of 2024. As a result, revenue from this group fell 6%, marking a steeper decline than the price drop alone would suggest. Structural factors unique to California will tighten supply and drive price increases into 2026. Two petroleum refineries — the Phillips 66 in Carson/ Wilmington and Valero in Benicia — will likely cease operations by the end of 2025 and April 2026, respectively. Together, they represent 16% of statewide refining capacity. Near-term revenue remains flat, then modest recovery begins in FY 2025–26 as supply constraints emerge and price trends begin to stabilize.

General Consumer Goods -2.0% | 0.9%
Sales tax expanded 0.7% during 1Q25, yet another reminder to watch what customers do, not what they say. Even with consumer sentiment near historical lows, discretionary spending on taxable goods improved. Lower sales were reported by most retail categories but exacerbated by mass closures due to Chapter 11 filings from multiple merchants. Home furnishings increased for the first time in almost three years, potential evidence of pulled forward demand ahead of perceived price increases from tariffs.

HdL’s outlook remains steady, although expectations are lowered for the remainder of 2025. Stockpiled inventory holds inflation in check as price increases play out in the third and fourth quarters resulting in a bump in sales tax offset by a drop in consumption.

Restaurants/Hotels 1.0% | 2.4%
California’s restaurant industry is navigating a turbulent landscape.

Restaurants are feeling the pinch of higher operational costs and inflation, prompting a noticeable shift in consumer behavior. More diners are opting for value offerings, leading many establishments to adjust their pricing and menu selections. Tourism, too, presents a mixed portfolio. While the number of tourists is expected to dip, domestic spending is set for a slight boost, even as international spending declines. Regional results vary, painting a picture of an industry in flux. Both the tourism and restaurant sectors are navigating a complex economic landscape, with the outlook remaining cautiously optimistic, hinging on broader economic conditions State and County Pools 3.6% | 3.5%
Q1 2025 saw 5% growth, outperforming the 3% forecast, driven by strong sales in medical/biotech, office equipment, and industrial sectors. Taxpayer audits led to reallocated revenues, boosting pool tax contributions from electronics/appliances. Despite inflation and tariff concerns, consumer online spending is expected to rise.

Foreign-based firms in the pool’s tax base may adjust import and sales strategies to adapt to shifting tariffs while meeting consumer demand. Ecommerce growth remains steady as many orders
continue to be fulfilled from inventory held outside California.

Autos/Transportation -0.9% | 1.4%
Receipts posted a modest gain in the first quarter of 2025, partly driven by consumers accelerating purchases ahead of anticipated tariffs which, according to some industry analysts, are expected to raise new car pricing an average 6 percent over the next year. While higher vehicle costs may provide a short-term boost to taxable receipts, this effect is likely to be offset by weakening demand. Some consumers may be priced out of the market or choose to delay purchases. Steady employment levels should support vehicle related taxes near breakeven levels in the near term. However, gains will likely remain modest until the market adjusts to the new pricing environment, with more normalized growth anticipated once the initial effects of the tariffs are absorbed.

Building/Construction -0.9% | 0.2%
Despite the effects of inflated construction material prices and mortgage rates above 6.5%, sales rose 2.9% this period. The gain captured an extra week of sales realized by one large retailer. The latest forecast assumes the Fed will approve at least one .25% interest rate cut during calendar 2025 which may encourage developers to restore new home construction growth that began in 2024. Tariff impacts as a percentage of total new home cost will be minor. Both infrastructure related spending, DIY centers sales related to smaller-scale home projects should remain stable. Finally, the solar industry could produce at least one more quarter of modest growth as customers commit to new installations ahead of any potential federal tax credit changes.

Business/Industry 0.3% | 1.5%
Despite looming uncertainty, business-industrial returns edged up slightly. Ecommerce continued its growth march and local orders filled from CA-based fulfillment centers drove related revenues higher – even with a couple of statewide audits redistributing some payments back into pools and agencies. The industrial segments rose slightly – possibly related to pre-tariff stockpiling. Large, one-time technology purchases impacted business-to-business, and energy projects propelled electrical equipment sales. Still, many categories stayed flat or declined with variables such as interest rates and tariff fears curbing growth. The outlook anticipates low increases for the current fiscal year and modest improvement thereafter.

Food/Drugs -3.2% | -0.6%
Grocery stores’ earnings were meager, falling 1% in 1Q25. Viral products and category trends on social media are translating to in-store sales, most notably for on-the-go meals. Convenience/ liquor merchants are beginning to pivot towards better food service prepared onsite with affordable consumer options. The cannabis segment declined for the sixth consecutive quarter (-10%). While more cannabis is being sold, customers are choosing less expensive products.

Drug store challenges linger as they face increased competition and shifting consumer behavior, contributing to consolidation and smaller store footprints and as a result, this category must reinvent itself.

This group finishes lower at the end of June, fiscal year 2025-26 stays relatively flat.

TOTAL -0.8% | 1.8%
2024/25 | 2025/26
HdL Companies California Forecast
June 2025

Proposition 172
After a 1% decrease in fiscal year 2023-24 statewide Proposition 172 (P-172) revenues, the forecast predicts a 0.7% decline for the FY 2024-25, followed by modest growth of 1.7% and 2.9% for fiscal years 2025-26 and 2026-27, respectively. Current county projections reflect revised pro-rata factors published by the State Controller’s Office in April 2025 (based on calendar year 2024 actuals). Pro-rata growth factors and resultant P-172 revenues will vary for many counties as the calendar year Bradley-Burns results fluctuate due to taxpayer modifications, audits, economic impacts, and other factors.

NATIONAL AND STATEWIDE

ECONOMIC DRIVERS
U.S. Real GDP Growth 2.2% | 2.2%
The Trump administration has largely backed away from its most severe tariff threats. This includes withdrawing the 100%+ tariffs levied on imports from China and delaying previously threatened tariff increases on the EU. While uncertainty remains on where this trade war will ultimately lead, the backtracking has caused U.S. equity markets to rally. The small negative growth rate in the first quarter of 2025 is assuredly not the start of a Trump-driven recession. The U.S. economy came into 2025 with good momentum, but concerns remain regarding how the rising instability of the markets will impact chronic problems that have been building in the U.S. economy for years, including overheated asset markets and tremendous federal debt.

CA Unemployment Rate 5.3% | 5.2%
California’s unemployment rate held steady at 5.3% in April 2025 and has stayed above 5% since early 2023. One concern has been the increase in long-term unemployment, with the number of people who are jobless for 27 to 51 weeks up 43.6% year-overyear and those unemployed for more than a year up 44.7%. Much of this increase is concentrated among re-entrants to the workforce, whose numbers rose 16.2% year-over-year. Many of these workers face skill mismatches or diminished employability after spending time out of the workforce. At the same time, new entrants are also up 6.4%, highlighting a growing pressure on entry-level hiring.

CA Total Nonfarm
Employment Growth 0.5% | 0.4%
The California labor market has remained flat with total nonfarm employment increasing by just 38,700 from the first quarter of 2024 to the first quarter of 2025. This marks the lowest single year-overyear change since the first quarter of 2021. In a positive development, the state’s labor force expanded by more than 300,000 people from April 2024 to April 2025, pushing the total workforce slightly above its pre-pandemic peak. Even so, California’s labor force participation rate remains flat at nearly 62%, or about one percentage point below its pre-pandemic level, due to faster growth in the working-age population.

U.S. Unemployment Rate 4.2% | 4.3%
Proposed trade policies may not inflict the level of damage that many analysts formerly believed. If the United States implements a 20% average tariff on all imported goods, it would amount to approximately $600 billion in trade taxes for the year ahead. This cost would be split between businesses, consumers, and foreign exporters.

While these impacts are significant, they are unlikely to cause a U.S. recession, particularly given the strong economic growth trends and low unemployment rate inherited by President Trump. Although conditions have moderated, the U.S. labor market remains relatively tight, which helps support wage growth and household spending.

CA Residential
Building Permits 93,471 | 95,653
Residential permitting in California remains sluggish, stalling efforts to expand the state’s housing supply. From 2023 to 2024, total residential permits fell 22% year-over-year, driven by a sharp 43% drop in multifamily permits and reinforcing a persistent slowdown in construction activity. Lengthy approval timelines and high local impact fees, which far exceed national averages, continue to weigh heavily on multifamily development. A typical project in California takes nearly twice as long to permit as one in Texas, adding substantial carrying costs and delays. Without a meaningful acceleration in permitting activity, California is unlikely to build at a scale that would ease housing costs.

CA Median Existing
Home Price $794,047 | $820,192
California’s housing market shows few signs of momentum, as elevated prices and borrowing costs continue to suppress market activity. Single-family home sales declined 7.4% year-over-year in May 2025, while the median sale price increased 0.1%. Inventory has continued to build, with the number of homes for sale in May 2025 up

8.5% year-over-year. This increase has occurred as more homeowners have adjusted to higher mortgage rates and listed their properties.

However, the prospect of further increases in long-term interest rates remains a risk. Demand for long-term Treasuries has weakened amid concerns over U.S. trade policy and the growing federal deficit, putting upward pressure on yields and, in turn, mortgage rates. While higher borrowing costs could weigh on sales, weak construction activity will continue to constrain supply and keep upward pressure on prices. 2024/25 | 2025/26 2024/25 | 2025/26
HdL Companies California Forecast
June 2025
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Beacon Economics has proven to be one of the most thorough and accurate economic research/analytical forecasting firms in the country. Their evaluation of the key drivers impacting local economies and tax revenues provides additional perspective to HdL’s quarterly consensus updates. The collaboration and sharing of information between Beacon and HdL helps both companies enhance the accuracy of the work that they perform for their respective clients.

HdL Companies
888.861.0220 | [email protected] | hdlcompanies.com California’s allocation data trails actual sales activity by three to six months. HdL compensates for the lack of current information by reviewing the latest reports, statistics and perspectives from fifty or more economists, analysts and trade associations to reach a consensus on probable trends for coming quarters. The forecast is used to help project revenues based on statewide formulas and for reference in tailoring sales tax estimates appropriate to each client’s specific demographics, tax base and regional trends.

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City Council Meeting
Agenda Report
Agenda Item No. 5
SUBJECT: 2

ND READING BY TITLE ONLY AND ADOPTION OF ORDINANCE
NO. 412, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF CALIMESA, CALIFORNIA ADOPTING SPECIFIC PLAN AREA
1 - AMENDMENT 5 (SPA 22-01) MODIFYING LAND USE

ACREAGES, LAND USE LOCATIONS, AND RECONFIGURING
PARCELS ON A 853.4-ACRE PORTION OF THE SUMMERWIND

RANCH AT OAK VALLEY SPECIFIC PLAN PROJECT LOCATED

AT THE INTERSECTION OF ROBERTS ROAD AND SINGLETON
ROAD.

MEETING DATE: August 4, 2025
PREPARED BY: Darlene Gerdes, Deputy City Manager/City Clerk RECOMMENDATION: That the City Council approve 2nd reading, by title only and adopt Ordinance No. 412, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CALIMESA, CALIFORNIA ADOPTING SPECIFIC PLAN AREA 1 - AMENDMENT 5 (SPA 22-01) MODIFYING LAND USE ACREAGES, LAND USE LOCATIONS, AND RECONFIGURING PARCELS ON A 853.4-ACRE

PORTION OF THE SUMMERWIND RANCH AT OAK VALLEY SPECIFIC PLAN PROJECT LOCATED AT THE INTERSECTION OF ROBERTS ROAD AND SINGLETON ROAD.

ATTACHMENTS:

Attachment A: Ordinance No. 412.

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ORDINANCE NO. 412

A ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CALIMESA ADOPTING SPECIFIC PLAN AREA 1 - AMENDMENT
5 (SPA 22-01) MODIFYING LAND USE ACREAGES, LAND USE
LOCATIONS, AND RECONFIGURING PARCELS ON A 853.4-

ACRE PORTION OF THE SUMMERWIND RANCH AT OAK

VALLEY SPECIFIC PLAN PROJECT LOCATED AT THE

INTERSECTION OF ROBERTS ROAD AND SINGLETON ROAD
WHEREAS, Paul Onufer on behalf Jen SoCal 1, LLC (the “Applicant”) submitted an application for a Specific Plan Amendment (SPA 22-01) to the City of Calimesa for approval of amendments to the Summerwind Trails Phases II – V area, requesting to modify the land use by relocating approximately 70-acres of residential, school, park and open space designations, modify the Circulation Map to revise a divided collector and intersection location at Singleton, and revise the Proposed Multi-Use Trail System to move an equestrian trail to match minor alignment changes due to grading refinements as proposed in Amendment No. 5 for a 853.4-acre portion of the Summerwind Ranch at Oak Valley Specific Plan project located at the intersection of Roberts Road and Singleton Road located at APNS: 413-180-039,-041, -042, -044, -045, -046, -047, -048, -049, 413- 190-043, -052, -053, -054, -055, -056, -057; and
WHEREAS, SPA 22-01 includes changes to the land use designations and boundaries of a number Planning Areas. SPA 22-01 shifts approximately 70-acres of residential, school, park and open space designations and removes the 1) Water Reclamation Facility to be consistent with the TTM 33536, 2) modifies Figure TM-1 – Circulation Map to revise a divided collector and intersection location at Singleton Road, along with a minor alignment revision to Singleton Road to accommodate the hydromodification facility in Phases 2–5 to be consistent with the approved and proposed amended TTM, and 3) amends Figure OSPR2 – Proposed Multi-Use Trail System to move an equestrian trail to match minor alignment changes due to grading refinements; and WHEREAS, SPA 22-01 is further described and depicted in the attached Exhibit A, which is hereby incorporated by this references as though set forth in full; and WHEREAS, the application for SPA 22-01 was submitted concurrently with an application by the Applicant for Environmental Assessment (EA) 23-03, General Plan Amendment (GPA) 23-02, Tentative Parcel Map (TPM) 38212, Tentative Tract Map (TTM) 33536 Amendment 1, and First Amendment to Amended and Restated Development Agreement (DA) 25-02, which along with SPA 22-01 are collectively referred to herein as the (“Project”); and
WHEREAS, following the Applicant’s submittal of the Project applications, the Applicant’s CEQA consultants prepared an Environmental Assessment (EA) 23-03, fourth Addendum to the previously certified Summerwind Ranch EIR, herein referred to as the “Fourth Addendum”, and the Fourth Addendum evaluated the Project under the Summerwind Ranch EIR including the approved Mitigation Monitoring and Reporting Attachment 5A

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Program as modified to include the mitigation measures applicable to the Project, herein referred to as the “MMRP”; and
WHEREAS, on June 23, 2025, the Planning Commission held a duly noticed public hearing to consider the Fourth Addendum and the Project applications, at which time all interested parties were given the opportunity to be heard and to present evidence and after which the Planning Commission voted to recommend the City Council approve the Project; and
WHEREAS, on July , 2025, the City Council held a duly noticed public hearing to consider the Fourth Addendum and the applications for the Project, including SPA 22-01, at which time all interested parties were given the opportunity to be heard and to present evidence; and
WHEREAS, the documents, staff report, technical studies, appendices, plans, specifications, and other materials that constitute the record of proceedings upon which this resolution is based are on file for public examination during normal business hours at the City of Calimesa City Hall, Community Development Department, 908 Park Avenue, Calimesa, California, 92320; and
WHEREAS, all legal prerequisites have occurred prior to adoption of this Ordinance;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA NOW ORDAINS AS FOLLOWS:

Section 1. The City Council finds that the recitals contained in this Ordinance and the Specific Plan Amendment in the attached Exhibit A are true and correct, and incorporated by this reference as if fully set forth herein.

Section 2. Pursuant to the California Environmental Quality Act (“CEQA”) and CEQA Guidelines, the City Council considered the Summerwind Trails Phases II–V Addendum, previously adopted Addendums and the previously certified Summerwind Ranch EIR (SCH# 2004061035), including the approved Mitigation Monitoring and Reporting Program and statement of overriding considerations, prior to making its decision on the proposed Specific Plan Amendment (GPA 22-01), and determined that the Project will not result in any new or significant impacts on the environment not already disclosed and analyzed in the Summerwind Ranch EIR.

Section 3. The City Council finds that the proposed SPA 22-01 is in the public interest because the adoption of the land use regulations contained within the Summerwind Ranch Specific Plan Area 1 – Amendment 5 will provide for comprehensive and cohesive land use and development within the project area.

Section 4. The City Council finds that through the proposed SPA 22-01 will protect public health, safety, convenience, and welfare of the City.

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Section 5. Based on the preceding findings of this Ordinance, the City Council hereby approves SPA 22-01.

Section 6. This Ordinance shall take effect 30 days after its final passage. Within 15 days after its passage, the City Clerk shall cause this Ordinance or a summary hereof to be published and posted as required by law.

INTRODUCED AND PASSED UPON FIRST READING by title only, this 21st day of July 2025, upon the following vote:

AYES: Cervantez, Cundieff, Garcia, Manly and Molina
NOES: None
ABSENT: None
ABSTAIN: None
PASSED, APPROVED, AND ADOPTED this 4
th day of August 2025, upon the following
vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________

LINDA MOLINA, MAYOR
ATTEST:
___________________________________

DARLENE GERDES, CITY CLERK
APPROVED AS TO FORM:
___________________________________
STEVEN L. FLOWER, CITY ATTORNEY

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Exhibit A
Specific Plan Amendment SP Area 1 – Amendment 5
Electronic copies available on the City of Calimesa website:
https://www.calimesa.gov/ArchiveCenter/ViewFile/Item/356

City Council Meeting
Agenda Report
Agenda Item No. 6
SUBJECT: 2

ND READING BY TITLE ONLY AND ADOPTION OF ORDINANCE
NO. 413, AN ORDINANCE OF THE CITY OF CALIMESA

APPROVING FIRST AMENDMENT TO AMENDED AND
RESTATED DEVELOPMENT AGREEMENT 25-02 BETWEEN THE
CITY OF CALIMESA AND JEN SOCAL 1, LLC FOR THE

SUMMERWIND TRAILS PROJECT AT THE SUMMERWIND
RANCH AT OAK VALLEY SPECIFIC PLAN PROJECT ON 853.4

GROSS ACRES OF REAL PROPERTY LOCATED AT THE
INTERSECTION OF ROBERTS ROAD AND SINGLETON ROAD.

MEETING DATE: August 4, 2025
PREPARED BY: Darlene Gerdes, Deputy City Manager/City Clerk RECOMMENDATION: That the City Council approve 2nd reading, by title only and adopt Ordinance No. 413, AN ORDINANCE OF THE CITY OF CALIMESA APPROVING FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT 25-02 BETWEEN THE CITY OF CALIMESA AND JEN SOCAL 1, LLC FOR THE SUMMERWIND TRAILS PROJECT AT THE SUMMERWIND RANCH AT OAK VALLEY SPECIFIC PLAN PROJECT ON 853.4 GROSS ACRES

OF REAL PROPERTY LOCATED AT THE INTERSECTION OF ROBERTS ROAD AND SINGLETON ROAD.

ATTACHMENTS:

Attachment A: Ordinance No. 413.

-1-
ORDINANCE NO. 413

AN ORDINANCE OF THE CITY OF CALIMESA APPROVING

FIRST AMENDMENT TO AMENDED AND RESTATED
DEVELOPMENT AGREEMENT 25-02 BETWEEN THE CITY OF
CALIMESA AND JEN SOCAL 1, LLC FOR THE SUMMERWIND

TRAILS PROJECT AT THE SUMMERWIND RANCH AT OAK
VALLEY SPECIFIC PLAN PROJECT ON 853.4 GROSS ACRES

OF REAL PROPERTY LOCATED AT THE INTERSECTION OF

ROBERTS ROAD AND SINGLETON ROAD
WHEREAS, Paul Onufer on behalf of Jen SoCal 1, LLC (the “Applicant”) submitted an application to the City of Calimesa for the First Amendment to Amended and Restated Development Agreement 25-02 (DA 25-02) for 853.4 gross acres for certain real property located on APN): 413-180-039,-041, -042, -044, -045, -046, - 047, -048, -049, 413-190- 043, -052, -053, -054, -055, -056, -057), (the “Property”), which would vest development rights for the Property in accordance with approvals for General Plan Amendment (GPA) 23-02, Specific Plan Amendment (SPA) 22-01, Tentative Tract Map (TTM) 33536 Amendment 1, and Tentative Parcel Map (TPM) 38212, (collectively “the Project”) in exchange for certain public improvements and community benefits; and WHEREAS, a copy of DA 25-02 is attached to this Ordinance as Exhibit 1 and incorporated herein by reference; and
WHEREAS, California Government Code Sections 65864-65869.5 (the “Development Agreement Act”) and Calimesa Municipal Code Sections 18.85.010-

18.85.090 authorize the City Council to enter into a binding development agreement for the development of real property within its jurisdiction with persons having legal or equitable interests in such real property by approval of an ordinance; and WHEREAS, Environmental Assessment (EA) 23-03, a Fourth Addendum to the previously certified Summerwind Ranch EIR has been prepared in accordance with the requirements , herein referred to as the “Fourth Addendum”, and the Fourth Addendum evaluated the Project under the Summerwind Ranch EIR including the approved Mitigation Monitoring and Reporting Program as modified to include the mitigation measures applicable to the Project, herein referred to as the “MMRP”; and WHEREAS, on June 23, 2025, the Planning Commission held a duly noticed public hearing to consider the Fourth Addendum and the Project applications, at which time all interested parties were given the opportunity to be heard and to present evidence and after which the Planning Commission voted to recommend the City Council approve the Project; and
WHEREAS, on July 21, 2025, the City Council held a duly noticed public hearing to consider the Fourth Addendum, the Project (inclusive of DA 25-02), and the Planning Commission’s recommendation, at which time all interested parties were given the opportunity to be heard and to present evidence; and
Attachment 6A

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WHEREAS, the documents, staff report, technical studies, appendices, plans, specifications, and other materials that constitute the record of proceedings upon which this Ordinance is based are on file for public examination during normal business hours at the City of Calimesa City Hall, Community Development Department, 908 Park Avenue, Calimesa, California, 92320; and
WHEREAS, all legal prerequisites have occurred prior to adoption of this Ordinance;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA DOES ORDAIN AS FOLLOWS:

Section 1. Based on substantial evidence found in the administrative record for the Project, including but not limited to all evidence and testimony presented at the abovereferenced public hearings on DA 25-02, the City Council hereby finds as follows:

A. All facts set forth in the Recitals to this Ordinance are true and correct, and incorporated by this reference as if fully set forth herein.

B. The Fourth Addendum has been prepared in compliance with the requirements of CEQA and no further environmental review is required prior to approval of the Project.

C. Approval of DA 25-02 is a legislative act that shall be approved by ordinance and is subject to referendum.

D. The provisions of DA 25-02 are consistent with the City’s General Plan, as amended by GPA 23-02, and the Summerwind Ranch at Oak Valley Specific Plan, as amended by SPA 22-01, because DA-25-02 requires the Project to be developed in a manner compatible with the uses authorized in, and the regulations prescribed for, the subject property.

E. By providing for the orderly development of the Project and necessary public infrastructure, approval of DA 25-02 is in conformity with the General Plan and the Specific Plan and will promote public convenience, general welfare and good land use practice; will not be detrimental to the health, safety and general welfare; will not adversely affect the orderly development of property or the preservation of property values; and will promote and encourage the development of the Project by providing a greater degree of requisite certainty.

Section 2. Based on the findings set forth above in this Ordinance all other evidence in the record, the City Council approves DA 25-02, substantially in the form attached hereto as Exhibit 1.

Section 3. This Ordinance shall take effect 30 days after its final passage. Within 15 days after its passage, the City Clerk shall cause this Ordinance or a summary hereof to be published and posted as required by law.

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INTRODUCED AND PASSED UPON FIRST READING by title only, this 21st day of July 2025, upon the following vote:

AYES: Cervantez, Cundieff, Garcia, Manly and Molina
NOES:

ABSENT:

ABSTAIN:

PASSED, APPROVED, AND ADOPTED this 4
th day of August 2025, upon the following
vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________

LINDA MOLINA, MAYOR
ATTEST:
___________________________________

DARLENE GERDES, CITY CLERK
APPROVED AS TO FORM:
___________________________________
STEVEN L. FLOWER, CITY ATTORNEY

-4-
Exhibit A

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CALIMESA AND JEN SOCAL 1, LLC FOR THE SUMMERWIND TRAILS PROJECT AT THE SUMMERWIND

RANCH AT OAK VALLEY SPECIFIC PLAN PROJECT

1 84615.015 - 434407.5

FIRST AMENDMENT TO

AMENDED AND RESTATED DEVELOPMENT AGREEMENT
(Summerwind Trails at Oak Valley)
This FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT (this “First Amendment”) is made and entered into to be effective on the First Amendment Date (as defined below), between the CITY OF CALIMESA, a municipal corporation organized and existing under the laws of the State of California (“City”) and JEN SOCAL 1 LLC, a California limited liability company (“Developer”), as successor-in-interest to SAN GORGONIO LAND, LLC (“Original Developer”) under that AMENDED AND RESTATED DEVELOPMENT AGREEMENT entered into by Original Developer and City and recorded on July 23, 2018 in the Official Records of Riverside County, California (“Official Records”) as Instrument Number 2018-0294906 (“Development Agreement”). Developer and City are sometimes collectively referred to herein as the “parties” or individually as a “party”.

RECITALS
A. Developer is the owner of the real property known as Phases 2-5 of Summerwind Trails at Oak Valley, which is legally described on Exhibit A to this First Amendment and depicted on the map attached as Exhibit B to this First Amendment (the “Property”).

B. Original Developer has previously completed or assigned to other developers certain portions of the development encumbered and benefitted by the Development Agreement related to the first phase of the original development project (“Phase 1”). Effective December 22, 2020 Original Developer sold and conveyed the Property (i.e., the remainder of the property encumbered by the Development Agreement and also known as Phases 2-5 of the original development project) to Developer for further development, and also assigned to Developer, and Developer assumed, the obligations and benefits under the Development Agreement related to the Property, as well as the remaining obligations and benefits related to Phase 1 that had not been previously assigned to and assumed by other owners/developers within that original Phase 1 portion of the development (collectively, the “Remaining Rights and Obligations”). City consented to the foregoing assignment and assumption of the Development Agreement in that certain Consent to Assignment of Development Agreement and Related Agreements (“Consent”) dated December 10, 2020.

D. City and Developer desire to amend the Development Agreement as set forth herein with respect to the benefits and obligations under the Development Agreement affecting the Property and the Remaining Rights and Obligations. Nothing herein shall be deemed to amend or affect the rights or obligations previously assigned by Original Developer to any other owner or developer of Phase 1 under the Development Agreement, which shall continue to be governed by the Development Agreement prior to amendment by this First Amendment, as such rights and obligations may be amended from time to time by City and any such other developer or owner.

2 84615.015 - 434407.5

AMENDMENT
NOW, THEREFORE, City and Developer agree as follows:

1. DEFINITIONS.

Section 1 of the Development Agreement (“Definitions”) is hereby amended by amending and restating in their entirety the respective definitions of the following terms:
“Agreement” or “Development Agreement” means the
Development Agreement, as amended by the First Amendment. “Days” are calculated per calendar day unless otherwise specified in the applicable Section.
“Developer” is JEN SOCAL 1 LLC, a California limited liability company, and its permitted successors and assigns in interest to the Property and this Development Agreement.
“Fire Station” means the fire station component and its related facilities identified on the Public Safety Facility Plan. “Project” means the proposed development of the Property (Phases 2 through 5 inclusive) as provided in the Development Plan and associated amenities, including without limitation on-site and off-site improvements contemplated by the Development Plan for the Property, as the same may be further defined, enhanced or modified pursuant to the provisions of this Development Agreement. The Project consists of a total of 3,376 dwelling units (out of a total of 4,009 for the entire Summerwind Trails at Oak Valley project including Phase 1) on approximately 853.37 acres. The Project, as such term is used in this Development Agreement from and after the date of the First Amendment, does not include Phase 1, which has been completed, and does not include the Town Center Area.
“Property” is defined in Recital A of the First Amendment. “Term” shall mean and refer to the then existing term of this Development Agreement as it has been previously extended or is hereafter extended pursuant to Section 4 of the Development Agreement, or otherwise.

Section 1 of the Development Agreement (“Definitions”) is hereby amended by the addition thereto of the following defined terms and their respective definitions:
“Alternative Fire Station Site” shall mean and refer to an alternative location acceptable to City and Developer for construction of the Public Safety Facility if

3 84615.015 - 434407.5
the Towne Center Site for the Public Safety Facility cannot be timely acquired by City as currently contemplated.
“First Amendment” is the instrument by which the parties have agreed to amend the Amended and Restated Development Agreement and is defined in the first paragraph above.
“First Amendment Date” is the date that the Ordinance approving the First Amendment to the Development Agreement becomes effective. “Public Safety Facility” means the proposed Public Safety Facility comprising approximately 17,625 square feet and more particularly described on the Public Safety Facility Plan.
“Public Safety Facility Plan” is the current plan for the Public Safety Facility, which is attached to the First Amendment as Exhibit F, as the same may be amended from time to time by City and Developer.” “Summerwind Ranch Specific Plan” means the Summerwind
Ranch Specific Plan, Specific Plan Area 1, Amendment No. 1 dated April 18, 2005, as part of Oak Valley Specific Plan 216 and Environmental Impact Report No. 229 Approved October 6, 1988, and Oak Valley Specific Plan Amendment 216A, approved May 22, 1990, as amended by Specific Plan Area 1 Amendment No. 2 dated September 25, 2020, as amended by Specific Plan Area 1 Amendment No. 3 dated September 26, 2022, as amended by Specific Plan Area 1 Amendment No. 4 dated March 20, 2024, and as amended by Specific Plan Area 1 Amendment No. 5 dated July 21, 2025.
“Town Center Area” means the area designated as Planning Areas TC-1 through TC-10 on the Summerwind Ranch Specific Plan.

2. EXHIBITS.

Exhibits A, B, and C to the Development Agreement are hereby each replaced respectively and in their entirety by Exhibits A, B, and C to this First Amendment.

4 84615.015 - 434407.5
Exhibits A, B, and C to this First Amendment are hereby incorporated as though set forth in full.

Exhibit E to the Development Agreement is hereby deleted in its entirety.

Exhibits F and G to this First Amendment are hereby added, respectively, as Exhibits F and G to the Development Agreement. Exhibits F and G to this First Amendment are hereby incorporated as though set forth in full.

The list of Exhibits set forth in Section 2 of the Development Agreement (“Exhibits”) is hereby amended and restated in its entirety to read as follows:
“Exhibit Designation Description
A Legal Description of Developer’s Property
B Map of Developer’s Property
C List of Permits and Approvals Constituting
Project Development Plan
D Land Secured Financing Policy
E Fire DIF Reimbursement Area
F Public Safety Facility
G Temporary Alternative Fire Station Plan

4.1 TERM.

Section 4 of the Development Agreement (Term) is hereby amended and restated in its entirety to read as follows:
“The Original Development Agreement had a term of fifteen (15) years that commenced on July 16, 2007 (the date the Original Development Agreement was recorded) expiring on July 16, 2022. Pursuant to the Amended and Restated Development Agreement, the City and Developer extended the term of the Original Development Agreement by an additional eleven (11) years until July 16, 2033, unless sooner terminated as provided in the Development Agreement.

In consideration of the payment by Developer to City of the sum of Two Hundred and Fifty Thousand Dollars ($250,000) (the “First Amendment Fee”), which must be paid on or prior to First Amendment Date, the term of the Development 1 Note that the number of the sections of the First Amendment are not sequential. Rather, the section numbering in the First Amendment is chosen to match the numbering of the section in the underlying Amended and Restated Development Agreement that is being amended by this section of the First Amendment.

5 84615.015 - 434407.5
Agreement is hereby further extended by an additional ten (10) years, to July 16, 2043, with a further option on the part of Developer to further extend the term by an additional period of up to five (5) years, by written notice delivered to City together with payment of an extension fee of One Hundred and Twenty Five Thousand Dollars ($125,000) no later than thirty (30) days after the written notice of extension is delivered to City.”

5. DEVELOPMENT OF THE PROJECT.

Section 5.4 of the Development Agreement is amended and restated in its entirety to read as follows:
“5.4 Fire Station and Public Safety Facilities.

The Summerwind Ranch Specific Plan anticipates the location and construction of a fire station in the Town Center Area for purposes of providing permanent fire protection services to the Project, surrounding new development areas, and the Town Center Area. City has decided that it wishes to include the fire station within a larger Public Safety Facility (as depicted on Exhibit F), which additional Public Safety Facility improvements are not currently the responsibility of Developer under the Development Agreement. Since the Public Safety Facility, which will include the Fire Station, is an integrated facility, City currently desires that the entire Public Safety Facility, including the Fire Station, be designed and constructed at the same time. Subject to extension as provided in Section 23.1 of this Agreement and subject to the provisions of this Development Agreement concerning cost-sharing, public financing, reimbursement, and fee credits, Developer will complete the design, construction, and fixturization, including communications equipment, of the Public Safety Facility on or prior to the date (the “Public Safety Facility Completion Date”) that is three (3) years from the later of: (i) the date the City has obtained title to the Public Safety Facility site and notifies Developer of the availability of the site for Developer’s access and improvement, and (ii) the date that all site and infrastructure improvements to be completed before construction of the Public Safety Facility are in place, including, without limitation, site grading, storm drain, sewer, water, gas, electric, and other dry utilities of adequate capacity, and streets are in place and available for use to the Public Safety Facility (the foregoing are collectively referred to as the “Public Safety Facility Site and Infrastructure Improvements”); provided, that such Public Safety Facility Completion Date shall be subject to extension by Developer upon notice to City for an additional two (2) years if, at the expiration of the initial three (3) year period, the construction of the Public Safety Facility has been commenced but not yet completed due to force majeure events of the nature described in Section 23.1 (based upon the actual period of delay caused by such event(s)) or other third party delays beyond the Developer’s control. Because the need for residential fire protection may precede the need for the level of service required for the development in the Town Center, it is anticipated that the construction of the Public Safety Facility may or may not be phased, as determined by the City. Developer shall post standard payment and performance bonds with the City for the completion of the Public Safety Facility (“Public Safety Facility

6 84615.015 - 434407.5
Completion Bonds”) at the time that the final design for the Public Safety Facility is complete and final bids have been received for its cost of construction. Once the Public Safety Facility Completion Bonds have been posted with the City, Developer will have the right to apply the amount of those bonds to City’s Fire Development Impact Fees otherwise applicable to the development within the Property, and, at the time such bonds are posted, any previously posted DIF payment bonds (or alternate security accepted for that purpose) previously posted by Developer in connection crediting of City’s Fire Development Impact Fees as contemplated by subsection c below shall be released and exonerated and returned to Developer. Developer shall proceed with the final design of the Public Safety Facility promptly after the preconditions to commencement of the Public Safety Facility set forth in (i) and (ii) of this Section 5.4 above have been satisfied; a. The City anticipates that it will be able to provide sufficient fire protection to the early phases of the Project by increasing the staffing level at the existing Fire Station 1. Until the construction of the Public Safety Facility, the Developer shall provide annual funding for the operation of existing Fire Station 1 in an amount, calculated with respect to the immediately preceding complete fiscal year, equal to the lesser of: (i) the shortfall, if any, between the annual amount the City collects from the fire component of the City’s Public Safety Community Facilities District ("PSCFD") and $500,000.00 (i.e., 500,000 minus the PSCFD fire component collections for the prior fiscal year); and (ii) $100,000.00. Although the City expects to ultimately secure the necessary funding for this additional staffing through the expansion of its existing PSCFD, which will include the Project, the Town Center Area, and other developments in the City, it is likely that there will be insufficient revenues from the PSCFD available until a significant number of homes are occupied within the PSCFD service area. The staffing of the existing Fire Station 1 may increase over time based upon the service needs of the Project, but such increase shall not increase Developer’s obligations under this Section 5.4.a or alter the formula for its contribution set forth in this paragraph. For purposes of this calculation, one-half, or fifty percent (50%), of the net revenue received by the PSCFD shall be considered to be the fire component. Any payment from Developer required under this Section shall be provided to City by Developer within the later of: (i) ninety (90) days from the start of each fiscal year, and (ii) thirty (30) days after invoicing by City, together with documentation of the PSCFD revenues for the applicable fiscal year. Developer shall be required to annex the development phases of the Project into the PSCFD as these phased developments are completed and certificates of occupancy are issued. Notwithstanding anything herein to the contrary, because there are additional developments and residents that are currently serviced by this PSCFD and other future development projects that will be annexed into the PSCFD, the City and Developer agree that the Developer, through the PSCFD and its payments hereunder, shall not, in any event, be required to fund more than its fair share of staffing costs that will be required to service the Project and the City and Developer shall make such adjustments from time to time as necessary to ensure that that result is achieved.
b. The present plans call for the Public Safety Facility to be located on Parcel 16 of Parcel Map 38135 in the Town Center Area. City shall provide title

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and access to said Parcel 16 for the construction of the Public Safety Facility without cost or expense to Developer, prior to commencement of the Public Safety Facility. If the City chooses to use an Alternative Fire Station Site instead of said Parcel 16 for the location of the Public Safety Facility, then the City shall likewise cause title and access to said Alternative Fire Station Site to be provided to the Developer without cost or expense to Developer. In either event, before construction of the Public Safety Facility commences all of the Public Safety Facility Site and Infrastructure Improvements shall be in place. c. As described in Section 5.4.d. below, Developer shall be entitled to receive fee credits against the City’s Fire Development Impact Fees based upon Developer’s eligible supported costs that are expended to complete the Public Safety Facility. These Developer costs (“Fire DIF Eligible Costs”) shall include all reasonably incurred construction and site development costs, land acquisition costs, as well as applicable soft costs, including all architecture, survey, construction management, plan check and inspection fees and all other applicable City, water district or other governmental entity fees, geotech, legal, tribal monitoring, and other like soft costs, and all reasonable costs for Developer’s services rendered for construction administration and project supervision in connection with development and completion of the Public Safety Facility. Both the City and Developer shall use their best efforts to complete the Public Safety Facility at a cost to the Developer that does not exceed the Fire Development Impact Fees payable with respect to the Project. If the Developer’s total Fire DIF Eligible Costs exceed the Fire Development Impact Fees payable by Developer with respect to the Project, then the City shall reimburse or fund the difference from any other Fire Development Impact Fees collected by the City from other projects as depicted on Exhibit E serviced by the Public Safety Facility and any other funds available to the City under Section 5.4.d below, and, to the extent those additional funding sources are insufficient to fully reimburse the Developer for all Fire DIF Eligible Costs, then City will allow such excess to be funded by the “Extended Term CFD” (as defined in Section 7.3 of this Development Agreement.). Until the Fire DIF Eligible Costs have been incurred or bonded and become available for credit to the City’s Fire Development Impact Fees, Developer shall be allowed to post DIF payment bonds (or other form of security reasonably acceptable to City) to allow crediting of the City’s Fire Development Impact Fees on a current basis as development proceeds on Phases 2-5 in advance of the bonding for Fire DIF Eligible Costs as further provided in Section 8.2 related to Fee Reimbursements and Credits.
d. In addition to the fee credits described in Section 5.4.c. above, to the extent that the Developer’s Fire DIF Eligible Costs exceed the Fire Development Impact Fees payable with respect to the Project, the City shall reimburse the Developer for this portion of the Developer’s Fire DIF Eligible Costs to the extent that the City secures funding for such facilities from any source, including without limitation grants or allocations from the State or Federal Government, in a manner to be more fully detailed in future fee credit and reimbursement agreements between the City and Developer, and as further provided in Section 8.2 related to Fee Reimbursements and Credits.”

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Section 5.8 of the Development Agreement is amended and restated in its entirety to read as follows:
“5.8 Affordable Housing.

The Parties acknowledge that the Project and the project planned for the Town Center Area fall within the City’s Municipal Code Section 18.130 for Inclusionary Housing. It is intended by the Summerwind Ranch Specific Plan that the Project will meet the City’s Municipal Code requirements by either:
(i) constructing or causing the construction of the required amount of affordable units for the Project within the Town Center Area, or, at Developer’s option, in Planning Area B-2 in the Project, or (ii) paying an affordable housing in-lieu fee for the Project. City agrees that it may require payment of the affordable housing in-lieu fee by Developer only if Developer fails to obtain tax credits for construction of the affordable units allocable to the Project before the outside date for commencement of construction of those affordable units set forth below (i.e., issuance of the 500th building permit within Phase 2 of the Project). City further agrees that upon receiving a development application from the Town Center Area applicant which includes the Inclusionary Housing Units applicable to the Project and for which in lieu fees have not already been paid, it will use its best efforts to cause the applicant to identify the location for the affordable units within Town Center Area, or, at Developer’s option with respect to the Inclusionary Housing units applicable to the Project, within Planning Area B-2 of the Project.

Developer’s allocable share of the obligations under this Section 5.8 and the Specific Plan with respect to the Project are limited to a total of 120 affordable units, regardless of where located. In order to ensure that the Developer’s Section

18.130 obligations are met with respect to affordable housing, the Parties agree that prior to the issuance of the 500th building permit within Phase 2 of the Project, Developer shall either (1) commence construction or cause commencement of construction of the affordable housing units applicable to the Project, or (2) pay the affordable housing in-lieu fee applicable to those units. If Developer will satisfy its affordable housing obligation by commencing construction of those affordable housing units prior to the issuance of the 500th building permit within Phase 2 of the Project, then it shall cause those affordable units to be completed and made available within 24 months after commencing construction subject to extension due to force majeure events of the nature described in Section 23.1 (based upon the actual period of delay caused by such event(s)) or other third party delays beyond the Developer’s control, and, upon such completion, its affordable housing obligation shall be fully and finally satisfied. In the event Developer provides such additional units within the Project in Planning Area B-2 because of the failure of the provide for the units in the Town Center Area, said units shall be considered by the City to be in addition to the maximum approved units for the Project as it exists at that time and in the Summerwind Ranch Specific Plan, and therefore shall be eligible for, and will constitute a density bonus in accordance with California and local laws.”

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7. PUBLIC FINANCING.

A new Paragraph 7.3 is hereby added to the Development Agreement to read as follows:
“7.3 Extended Term Communities Facilities District and Additional Financing Mechanisms.

At Developer’s request from time to time, City will, in its good faith discretion, consider the financing of certain components of the Public Improvements through tax increment financing mechanisms, including but not limited to, an Extended Term CMFA CFD (“Extended Term CFD”). The Extended Term CFD (which would have up to 8 or 10 Improvement Areas) would be authorized to reimburse for any additional fees or improvements identified in this Development Agreement that were not previously reimbursed from a prior Improvement Area or be issued to pay off a portion of the special taxes. Once the above fees or improvements (identified in the Extended CFD Resolution) are fully reimbursed, the City would be able to recover any maintenance or repair costs for the above facilities with the special taxes that are authorized to be levied per the extended term in the Rate and Method of Apportionment.”

8.2 REIMBURSEMENTS.

Section 8.2(a) of the Development Agreement is amended and restated in its entirety to read as follows:
“(a) The City acknowledges that the Developer may be required to pay certain fees, assessments and exactions which may be expended for certain public improvements and other public benefits which will benefit lands within the City outside the Project area of the Property. Pursuant to Government Code Section 65865.2, the City hereby agrees that as future Development Impact Fees, assessments and exactions are imposed on future projects which have benefited from the fees, assessments and exactions paid by the Developer, the City shall promptly reimburse the Developer to the extent that such fees, assessments and exactions paid by Developer, in excess of Developer’s required fee contribution addressing the impacts of its Project, have benefited lands outside of the Property, but only to the extent that the City actually receives or collects such fees, assessments or exactions, for a period equal to fifteen (15) years following issuance of the 1st Certificate of Occupancy in Phase 2.”
Section 8.2(d) of the Development Agreement is hereby amended and restated in its entirety to read “Intentionally Omitted.” Section 8.2(e) of the Development Agreement is hereby amended and restated in its entirety to read as follows:
“(e) Additionally, if not resolved between the City and the adjacent City of Beaumont, Developer shall reimburse the City an amount of $210,703 for the costs of the completed design and construction of the portions of Cherry Valley Boulevard and Palmer Drive pursuant to the Loan Agreement for

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such improvements that was executed between the City of Calimesa and the City of Beaumont on November 16, 2010. This payment of $210,703, and any applicable interest due, shall be made by Developer to City prior to the issuance of the 630th residential building permit on the Project, or as otherwise agreed to by the City.

City acknowledges that such payment has been made by Developer prior to the First Amendment Date and no further payment shall be required under this Section

8.2(e).”

8.3 DEVELOPMENT AGREEMENT FEE.

With respect to Section 8.3 of the Development Agreement, City acknowledges that all fees specified by Section 8.3 of the Development Agreement have been paid as of the First Amendment Date. Developer agrees to the pay the First Amendment Fee specified in Section 3 of this First Amendment when due, and acknowledges that its obligation to pay the First Amendment Fee is distinct, separate, and apart from the obligation to pay the previously paid fees specified in Section 8.3 of the Development Agreement.

8.4 PARK CONTRIBUTION.

Section 8.4 of the Development Agreement is hereby amended and restated in its entirety to read as follows:
“8.4 Park Contribution
The approved Specific Plan includes improved park and community recreation facilities totaling approximately 90.5 acres. This park phasing is planned as follows:

Phase 1= 7.2 acres parks (* actual acreage based on recorded parcel map, which is larger than what is listed in the original Specific Plan) Phase 2= 8.4 acres parks & 6.3 acres of community recreation Phase 3= 24.1 acres parks
Phase 4= 20.8 acres parks
Phase 5 = 23.7 acres parks
Total = 90.5 acres”
To the extent that the City imposes park fees for park land acquisition and improvement costs (including soft costs) whether as Quimby fees or based upon development impact fees or exactions, the City shall grant in lieu credit against those park fee components provided that the Developer dedicates, designs and constructs these parks. These in lieu fee credits are further defined within Section

8.2 (b). The City will not grant park fee credits for street parkway landscaping, unimproved open space, trails, or privately owned park facilities, however the City

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will grant additional dollar-for-dollar park fee credits for the park contribution from Developer to the City as described above.

Together, when the parks are constructed or bonded for with both DIF payment bonds and traditional payment and performance bonds, which can be drawn upon for cash in the event fee credits are granted prior to obligation to build improvement per Section 8.2 (b), Developer will have met its parkland obligations for the Project whether as Quimby fees or based upon development impact fees or exactions so long as the City’s park requirements and in lieu park credits, as defined above are satisfied. Full in lieu credit for the Project’s park fees will be subject to a detailed accounting as further defined in a separate reimbursement agreement.

In the same manner as provided above with respect to the Fire Development Impact Fees, Developer will post standard payment and performance bonds with the City for completion of the parks at the time that the final location and design of the appliable park is complete and final bids have been received for the construction of that park. Once the applicable performance and payment bonds have been posted with the City, Developer will have the right to apply the amount of those bonds to City’s park fees otherwise applicable to development within the Property, and, at the time such bonds are posted, any previously posted DIF bonds (or alternate security accepted for that purpose) with respect to park fees shall be reduced, released and/or exonerated, as applicable and as further described below. Until the payment and performance bonds for the park improvements have been posted and become available for credit to the City’s park fees, Developer shall be allowed to post DIF payment bonds (or other form of security reasonably acceptable to City) to allow crediting of park fees and Quimby fees on a current basis as development proceeds on Phases 2-5 as further provided in Section 8.2 related to Fee Reimbursements and Credits.

Because the amount of bonded park fees in a given Phase will at times exceed the cost of constructing the park improvements in that Phase (including both the hard and soft costs of constructing such park and the value of the land dedicated for that park), there will be times where a portion of the DIF bond for that Phase needs to remain in place even after the payment and performance bond for the park improvements in that Phase has been posted and the park area offered for dedication. In that event, the DIF bond for that Phase will be reduced (to reflect the excess of remaining credits to be applied in addition to the park construction costs) rather than released and exonerated at the time the performance and payment bonds are posted. When, in a subsequent Phase, the total cost of all parks in the current and prior Phases of development exceeds the total amount of the DIF bonds previously posted for the current and prior Phases, then the reduced DIF Bonds will be released and exonerated in full. So, for example, if the fee credits bonded in Phase 2 were $3 Million, and the cost of the park improvements in Phase 2 (including hard and soft costs and the value of land dedication) were $2 Million, then the DIF Bond is Phase 2 would be reduced to $1 Million once the park costs in Phase 2 had been bonded with payment and performance bonds, and that remaining reduced DIF Bond would be subsequently released when the park improvements in a subsequent Phase exceeds the amount of the DIF Bonds posted

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in that subsequent Phase plus the additional $1 Million DIF bond remaining in place from the Phase 2 park improvements.

Developer shall complete the preliminary design of the Community Recreation Center, to be located in Planning Area B-7, prior to the issuance of the 500th building permit within Phase 2 of the Project. Construction shall commence on the Community Recreation Center prior to the issuance of the 100th building permit within Phase 3 of the Project and shall be completed and made available for community use within 18 months thereafter due to force majeure events of the nature described in Section 23.1 (based upon the actual period of delay caused by such event(s)) or other third party delays beyond the Developer’s control.” Section 8.5 of the Development Agreement is hereby amended and restated in its entirety to read as follows:

8.5 TRAFFIC UNIFORM MITIGATION FEES.

8.5 Traffic Uniform Mitigation Fees (“TUMF”); Construction of TUMF Facilities.
“Except as expressly provided in the following sentence, notwithstanding any other provision of this Development Agreement or any other agreement entered into between City and any predecessor of Developer which has been assigned to Developer, Developer’s sole obligations with respect to any TUMF improvements, including without limitation the Cherry Valley Boulevard/I-10 Interchange (including without limitation on- and off-ramps) and the Singleton Road/I-10 Interchange (including without limitation on-and off-ramps) and the Sandalwood Road/I-10 Interchange (including without limitation on-and off-ramps) shall be limited to payment of the Project’s allocable TUMF Fees for the improvements within the Project at the time of issuance of certificates of occupancy, and Developer shall not be required to otherwise fund, advance, design, construct or bond for any TUMF Improvements. Notwithstanding the general limitation of the prior sentence, Developer shall fund up to Four Hundred and Twelve Thousand Dollars ($412,000) of remaining Phase 1 TUMF fee obligations with respect to the Phase 1 development upon request of City and in accordance with the existing “TUMF Improvement and Credit/Reimbursement Agreements” (the “Remaining Phase 1 Obligations”). In addition, to the extent the Remaining Phase 1 Credit Amount is not sufficient to fund the remaining costs of completing the Plans, Specifications and Estimate work (the “PSE Work”) still to be completed with respect to the Cherry Valley Boulevard/I-10 Interchange, which total cost of PSE Work (including the portion to be funded by the Remaining Phase 1 Obligations) is currently estimated to have a total remaining cost to complete as of the First Amendment Date of Two Million Two Hundred Thousand Dollars ($2,200,000), then Developer shall also fund the reasonable cost of such PSE Work in excess of the Remaining Phase 1 Obligations, and all amounts so advanced by Developer in excess of the Phase 1 Obligations shall be credited toward the first subsequent TUMF Fees that would thereafter have otherwise been payable with respect to development in any of Phases 2-5. Except for such remaining funding obligation

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from Phase 1 for the Remaining Phase 1 Obligations and except for the funding of the reasonable PSE Work costs in excess of the Remaining Phase 1 Credit Amount, Developer shall have no further obligations under any TUMF Improvement and Credit/Reimbursement Agreements or any further obligation to advance the timing of any TUMF Fee payments. Without limiting the foregoing, City and Developer agree that the “TUMF Improvement and Credit/Reimbursement Agreements”, as defined in the Consent, are hereby terminated; provided, that. without limitation of the foregoing, pursuant to Section 18.105.030.G.2 of the TUMF Ordinance, or equivalent provision of any successor TUMF Ordinance, and to the extent such credit is authorized by the WRCOG, Developer will receive credit for all eligible costs associated with the Developer’s construction of TUMF Facilities, if any, against the fees otherwise due from Developer under the TUMF Ordinance.

Moreover, City and Developer acknowledge and agree that the deposit of $450,000 specified in former Section 8.5(b) has been paid by the developer of Phase 1 and Developer has no further obligation for same.”
.8.6 ROBERTS ROAD BRIDGE
Section 8.6 of the Development Agreement is hereby amended and restated in its entirety to read as follows:
“8.6 Roberts Road Bridge.
(a) Developer, together with other development projects in the City that are determined to have a traffic impact on the need for the Roberts Road Bridge that is proposed to traverse the Garden Air Wash (the "Bridge Improvement"), shall pay for the design and construction of the Bridge Improvement. No City funds shall be contributed to the Bridge Improvement. (b) The Developer has agreed, and is hereby obligated to design and construct the Bridge Improvement, with the understanding that Developer shall be entitled to reimbursements for payments exceeding its fair share as provided herein and receive fee credits against the City’s Street and Traffic DIF fee for all eligible supported Bridge costs as defined herein.
(c) The fair share study referenced in Section 8.6(d) of this Development Agreement has been completed and has determined that the developers of the property subject to the Mesa Verde Specific Plan are obligated to pay fifty percent (50%) of the total cost of the Bridge Improvement. (d) Initially, Developer shall be obligated to pay its fifty percent (50%) share of the total estimated cost of the Bridge Improvement. As other new development projects are constructed in close proximity to the Roberts Road Bridge, and as reflected in the fair share analysis required in condition 4.25 of the Conditions of Approval to the Specific Plan, the City will condition those other development projects to pay their fair share obligation as a reimbursement of Developer’s Bridge costs that exceed Developer’s fair share. In no event shall the

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City be required to use City funds to reimburse Developer the difference between Developer’s initial fifty percent (50%) payment and Developer’s fair share. (e) Developer shall use its best reasonable efforts to complete the permitting and design of the Bridge prior to issuance of the 200th Certificate of Occupancy in Phase 3, and construction of the Bridge shall commence not later than the issuance of the first certificate of occupancy in Phase 4 of the Project; provided, however, if for any reason, at least fifty percent (50%) of the total cost of the Bridge Improvement has not yet been collected or secured from other developments prior to the outside date for commencement of the Bridge Improvement, then the commencement of construction of the Bridge Improvement may be delayed by Developer at its election until sixty (60) days after that other fifty percent (50%) of the total cost has been collected or secured by the City and the City has provided Developer with written notice thereof. (f) The Bridge Improvement is now defined within the City’s adopted Nexus Study for Development Impact Fees dated August 8, 2017, as amended by______ dated ___, 2025. As such, the Bridge is identified as a component of the City’s Street and Traffic Facilities DIF fee and Developer may request fee credit for eligible costs under the City Development Impact Fee program for amounts paid for the Bridge Improvement up to the amount of its fair share. The Developer’s Bridge Improvement costs shall include all reasonably incurred construction and site development costs, land acquisition costs (if required), as well as all soft costs (design, environmental permitting, construction management, fees, bonds and permits) and all other reasonable costs required to design and construct the Bridge. Assuming the subsequent approval thereof, the preliminary design and construction of the Bridge may include a combination of embankment grading on both sides of the creek, and a creek bridge span crossing that allows for an appropriate street travel lane section width and a sufficient wildlife corridor crossing under the Bridge.
(g) In addition to the fee credits and reimbursements specified elsewhere in this Section 8.6, Developer shall be entitled to recoup costs not otherwise reimbursed or credited for the design and construction of the Bridge Improvement from the Extended Term CFD.”

8.7 COMMUNITY BENEFIT CONTRIBUTION.

Existing Section 8.7 shall be retitled Section 8.7(a).

City acknowledges that all Community Benefit Contribution amounts payable with respect to Phase 1 of the Project pursuant to Section 8.7 (now Section 8.7(a)) of the Development Agreement have been paid in full and no further amounts are due with respect to such Phase 1 improvements. Developer shall continue to be obligated to make

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the Community Benefit Contributions when and as due under Section 8.7 with respect to Phases 2 through 5 of the Project.

Section 8.7(b) is added and shall read as follows: “Developer shall contribute to the City, which will then contribute to the Morongo Band of Mission Indians, Fifty Thousand Dollars ($50,000) toward a Tribal Cultural Landscape Study. This payment shall be made by Developer to the City within ninety (90) days of the First Amendment Date of this Development Agreement.”
10 ENFORCEMENT.

Section 10 of the Development Agreement is hereby amended in its entirety to read as follows:
“Unless amended or cancelled as provided in this Development Agreement, or modified or suspended pursuant to Government Code Section 65869.5, this Development Agreement is enforceable by either party hereto notwithstanding any change in any applicable general or specific plan, zoning, or subdivision regulation or standard adopted by the City (or by the voters of the City) which alters or amends the Development Plan or is inconsistent with this Development Agreement.” 12 NOTICES.

The address for notices of Developer in Section 12 of the Development Agreement is hereby amended to read as follows:

To the City: The City of Calimesa
908 Park Avenue
Calimesa, CA 92320
Attention: City Manager
Telephone: 909-795-9801
Facsimile: 909-795-4399
With a copy to: Richards Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, CA 90071
Attention: Calimesa City Attorney
Telephone: 213-626-8484
Facsimile: 213-626-0078
To the Developer: JEN SOCAL1 LLC
c/o JPMB Investments, LLC
556 S. Fair Oaks Avenue, #337
Pasadena, CA 91105
Telephone: 909-469-2800
Facsimile: 909-469-2888
Email: [email protected]

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With a copy to: Abram Roy LLP
24025 Park Sorrento, Suite 460
Calabasas, CA 91302
Attention: Dennis S. Roy, Esq.

Telephone: 310.209.8848
Facsimile: 818-925-3026
Email: [email protected]
14 TRANSFERS AND ASSIGNMENTS.

Section 14.2 of the Development Agreement is hereby amended in its entirety to read as follows:
“14.2 Release Upon Transfer.

Upon the sale, transfer or assignment of any or all of the Developer’s rights and interests under this Development Agreement, the Developer shall be released from its obligations under this Development Agreement and all of the Developer’s obligations pursuant to the Development Plan, or other agreements assumed by transferee with respect to the Property, or portion thereof, so transferred, provided that (a) no such transfer or assignment shall release Developer from any default under this Development Agreement of which Developer had written notice from City prior to such transfer or assignment, unless such default is expressly assumed by such transferee or assignee, (b) Developer or transferee has provided the City with written notice of such transfer and (c) the transferee executes and delivers to the City a written agreement in which (i) the name and address of the transferee is set forth, (ii) Developer provides City with an executed agreement, in a form reasonably acceptable to the City Attorney, providing that the transferee expressly and unconditionally assumes all of the obligations of the Developer under this Development Agreement with respect to the Property, or a portion thereof, so transferred and (iii) the transferee provides City with security for the obligations assumed by such transferee equal to the security previously provided by Developer to secure performance of such assigned obligations in accordance with the terms of the Development Plan and this Development Agreement.

Upon any assignment of less than all of Developer’s rights and obligations under this Development Agreement to a successor owner of a portion of the Property, the instrument of assignment may allocate the rights, duties, credits, reimbursements and fees payable by and due to Developer hereunder to the assignor and assignee in such manner that they may reasonably determine are proportionate to the portions of the Property conveyed and stages of development thereof, and, upon City’s consent to such assignment, this Development Agreement shall be deemed amended to reflect such allocation. City consent to any such assignment shall not be unreasonably withheld, conditioned or delayed, and shall be considered an administrative act which may be executed by the City Manager as provided in Section 23.12, and shall not require further approval of the City Council, provided, however that City Manager may, in their discretion, refer such consent to the City Council for its direction or decision. Upon any such consented to assignment, the

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assignor shall be relieved of any further obligations for the assigned and assumed obligations, and this Development Agreement shall be deemed several in all respects as that relates to the rights and obligations of each Property owner/assignee. Without limitation of the foregoing, no default of one Developer party shall be considered a default of any other Developer party, and any further extensions of this Development Agreement provided for herein shall be separately applied and paid for, in their respective allocable shares, as further defined in the instrument of assignment, by each Developer party with respect to its portion of the Property ”
16 TENTATIVE TRACT MAP EXTENSIONS.

Section 16 of the Development Agreement is amended by deleting the second sentence of said Section and replacing it with the following:
“The City hereby extends the term of any and all Project tentative tract maps and parcel maps, including but not limited to Tentative Tract Map 33536, to coincide with the Term of this Development Agreement, as it may be further extended.” 21 PERIODIC REVIEW PROCEDURE
Section 21.1 of the Development Agreement is amended to read in full as follows:
“21.1 Timing.

The Project is scheduled to be developed in four phases, described as Phases 2, 3, 4 and 5, as shown on Tentative Tract Map 33536. The conditions of approval, mitigation measures and other terms and conditions applicable to those Phases, as set forth in the Conditions of Approval for Tentative Tract Map 33536, are incorporated into this Development Agreement by reference and made a part of the Development Plan.

Pursuant to Government Code Section 65865.1, City shall review Developer’s good faith compliance with the terms, conditions, and covenants of this Development Agreement. Such review shall be undertaken at least once during every twelve (12) month period following the Effective Date of this Development Agreement and continuing throughout the Term or until Developer’s obligations under this Development Agreement has been satisfied. The Developer or its successor shall reimburse City for the actual, reasonable and necessary costs of this review, excluding cost incurred under Section 22 [Default and Enforcement], within thirty (30) days of written demand from City. City’s failure to timely conduct any such review shall not affect the enforceability of this Development Agreement or the Developer’s rights hereunder.”

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23 GENERAL PROVISIONS.

The terms of Section 23 (General Provisions) of the Development Agreement shall apply to the Development Agreement as amended by this First Amendment, mutatis mutandi.

Without limiting the foregoing, the provisions of Section 23.6 (Recitals and Definitions) shall apply to both the recitals and definitions in this First Amendment and to the recitals and definitions in the Development Agreement, as amended and supplemented by this First Amendment; the provisions of Section 23.7 (Integration) shall be deemed to include the pages of and exhibits attached to this First Amendment, as well as the pages and exhibits to the Development Agreement as amended and supplemented by this First Amendment; and the provisions of Section 23.20 shall be deemed to refer to the exhibits attached to this First Amendment, as well as the exhibits to the Development Agreement as amended and supplemented by this First Amendment.

Except for those public improvements which expressly provide for public funding or financing pursuant to this Development Agreement, the parties acknowledge and agree that nothing in this Development Agreement shall be construed or understood to require Developer to pay prevailing wages with respect to any work of construction or improvement within the Project, and if there is any provision of this Development Agreement that would cause such an unintended result, the parties shall cooperate in good faith to avoid the impact of such unintended result, including modification of this Development Agreement or the implementation thereof as necessary to avoid such result.

IN WITNESS WHEREOF, Developer and City have executed this First Amendment, to be effective as of the First Amendment Effective Date.

THE CITY OF CALIMESA,
a municipal corporation of the State of
California
By: ________________________________
____________, Mayor
JEN SOCAL 1 LLC,
a California limited liability company
By: ________________________________
Paul Onufer
Authorized signatory

84615.015 - 434407.5 EXHIBIT A – Page 1

EXHIBIT A
LEGAL DESCRIPTION OF DEVELOPER’S PROPERTY

84615.015 - 434407.5 EXHIBIT B – Page 1

EXHIBIT B
MAP OF DEVELOPER’S PROPERTY

84615.015 - 434407.5 EXHIBIT C – Page 1

EXHIBIT C

LIST OF PERMITS AND APPROVALS CONSTITUTING PROJECT DEVELOPMENT PLAN
1) Specific Plan Area No. 1 (SP-04-002) - Approved 4/18/05, as amended by SPA 22-01 for SP Amendment No. 5 – Approved 7/21/2025.
2) Environmental Impact Report (EA-04-003) - Certified 4/18/05, and Environmental Assessment 23-03 for EIR Addendum No. 4 – Approved 7/21/2025. 3) General Plan Amendment (GP-04-002) - Approved 4/18/05, as amended by GPA 23-02 – Approved 7/21/2025.
4) Zone Change (ZC-04-002) - Approved 5/2/2005.
5) Vesting Tentative Tract Map 33702 - Approved 6/20/2005. 6) Vesting Tentative Tract Map 33536 - Approved 5/29/07, as amended 7/21/2025. 7) Tentative Parcel Map 33105 - Approved 4/18/05.
8) Tentative Parcel Map 38212 – Approved 7/21/2025.

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EXHIBIT D

INTENTIONALLY OMITTED

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EXHIBIT E

PUBLIC SAFETY FACILITY PLAN

TABLE OF CONTENTS (cont.)
Page
84615.015 - 434407.5 EXHIBIT E – Page 2

City Council Meeting
Agenda Report
Agenda Item No. 7
SUBJECT: 2

ND READING BY TITLE ONLY AND ADOPTION OF ORDINANCE
NO. 414, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF CALIMESA APPROVING DEVELOPMENT AGREEMENT 25-03

BETWEEN THE CITY OF CALIMESA AND QR BIRTCHER OAK

VALLEY OWNER LLC, FOR THE BIRTCHER LOGISTICS CENTER
AT OAK VALLEY TOWN CENTER PROJECT ON 115-ACRES

LOCATED APPROXIMATELY ONE-QUARTER MILE
NORTHWEST OF THE CHERRY VALLEY BOULEVARD/I-10

OVER-CROSSING TO APPROXIMATELY ONE-QUARTER MILE
NORTHWEST OF THE SINGLETON ROAD/I-10 OVERCROSSING.

MEETING DATE: August 4, 2025
PREPARED BY: Darlene Gerdes, Deputy City Manager/City Clerk RECOMMENDATION: That the City Council approve 2nd reading, by title only and adopt Ordinance No. 414, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CALIMESA APPROVING DEVELOPMENT AGREEMENT 25-03 BETWEEN THE CITY OF CALIMESA AND QR BIRTCHER

OAK VALLEY OWNER LLC, FOR THE BIRTCHER LOGISTICS CENTER AT OAK VALLEY TOWN CENTER PROJECT ON 115-ACRES LOCATED APPROXIMATELY ONE-QUARTER MILE NORTHWEST OF THE CHERRY VALLEY BOULEVARD/I-10 OVER-CROSSING TO APPROXIMATELY ONE-QUARTER MILE NORTHWEST OF THE SINGLETON ROAD/I-10 OVER-CROSSING.

ATTACHMENTS:

Attachment A: Ordinance No. 414.

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ORDINANCE NO. 414

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CALIMESA APPROVING DEVELOPMENT AGREEMENT 25-03

BETWEEN THE CITY OF CALIMESA AND QR BIRTCHER OAK

VALLEY OWNER LLC, FOR THE BIRTCHER LOGISTICS
CENTER AT OAK VALLEY TOWN CENTER PROJECT ON 115-

ACRES LOCATED APPROXIMATELY ONE-QUARTER MILE
NORTHWEST OF THE CHERRY VALLEY BOULEVARD/I-10

OVER-CROSSING TO APPROXIMATELY ONE-QUARTER MILE
NORTHWEST OF THE SINGLETON ROAD/I-10 OVERCROSSING
WHEREAS, on September 6, 2022, the City Council adopted City Council Resolutions 2022-48 through 2022-52 (collectively, the “Development Approvals”), approving Development Plan Reviews (DPR) 21-01 through 21-06 and Conditional Use Permits (CUP) 21-01 through 21-04 for four industrial buildings and a trailer storage facility totaling approximately 2.25 million square feet of industrial development on approximately 115-acres (collectively, the “Project”) for the Bircher Logistics Center at Oak Valley Town Center on 115-acres of certain real property located on Assessor Parcel Numbers (APNS): 413-190-006, -007, -033, -034, -035, -036, 413-290-079, -080, -081, - 082, -083 (the “Property”); and
WHEREAS, Russell Pierce on behalf of QR Birtcher Oak Valley Owner, LLC (the “Applicant”), submitted an application to the City of Calimesa for a Development Agreement (DA 25-03) for the Project; and
WHEREAS, a copy of DA 25-03 is attached to this Ordinance as Exhibit 1 and incorporated herein by reference; and
WHEREAS, California Government Code Sections 65864-65869.5 (the “Development Agreement Act”) and Calimesa Municipal Code Sections 18.85.010-

18.85.090 authorize the City Council to enter into a binding development agreement for the development of real property within its jurisdiction with persons having legal or equitable interests in such real property by approval of an ordinance; and WHEREAS, the Project were previously approved in accordance with the California Environmental Quality Act (CEQA), after consideration of Environmental Assessment EA 21-01, which analyzed the technical changes to the Summerwind Ranch Specific Plan from the Development Approvals and the adoption of a Second Addendum and related Mitigation Monitoring and Reporting Program (MMRP) to the Certified Summerwind Ranch FEIR (SCH 2004061035); and
WHEREAS, DA 25-03 does not modify the Project or the Development Approvals, including but not limited to any approved land use plan, allowed uses, development provisions, traffic generation, or any other issues associated with environmental impacts for the Summerwind Ranch Specific Plan, and therefore no further environmental review is required pursuant to Public Resources Code §§ 21083.3 and 21166, and CEQA Guidelines §§ 15162, 15163, 15164, and 15183.

Attachment 7A

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WHEREAS, on June 23, 2025, the Planning Commission held a duly noticed public hearing to consider DA 25-03, at which time all interested parties were given the opportunity to be heard and to present evidence and after which the Planning Commission voted to recommend the City Council approve DA 25-03; and WHEREAS, on July 21, 2025, the City Council held a duly noticed public hearing to consider DA 25-03, and the Planning Commission’s recommendation, at which time all interested parties were given the opportunity to be heard and to present evidence; and WHEREAS, the documents, staff report, technical studies, appendices, plans, specifications, and other materials that constitute the record of proceedings upon which this Ordinance is based are on file for public examination during normal business hours at the City of Calimesa City Hall, Community Development Department, 908 Park Avenue, Calimesa, California, 92320; and
WHEREAS, all legal prerequisites have occurred prior to adoption of this Ordinance;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA DOES ORDAIN AS FOLLOWS:

Section 1. Based on substantial evidence found in the administrative record for the Project, including but not limited to all evidence and testimony presented at the abovereferenced public hearings on DA 25-03, the City Council hereby finds as follows:

A. All facts set forth in the Recitals to this Ordinance are true and correct, and incorporated by this reference as if fully set forth herein.

B. Approval of DA 25-03 is a legislative act that shall be approved by ordinance and is subject to referendum.

C. The provisions of DA 25-03 are consistent with the General Plan and the Summerwind Ranch at Oak Valley Specific Plan, as amended by SPA 22-01, because DA 25-03 provides for the Project to be developed in a manner compatible with the uses authorized in, and the regulations prescribed for, the subject property.

D. By providing for the orderly development of the Project and additional community benefits, approval of DA 25-03 is in conformity with the General Plan and the Specific Plan and will promote public convenience, general welfare and good land use practice; will not be detrimental to the health, safety and general welfare; will not adversely affect the orderly development of property or the preservation of property values; and will promote and encourage the development of the Project by providing a greater degree of requisite certainty.

Section 2. Based on the findings set forth above in this Ordinance all other evidence in the record, the City Council approves DA 25-03, substantially in the form attached hereto as Exhibit 1.

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Section 3. This Ordinance shall take effect 30 days after its final passage. Within 15 days after its passage, the City Clerk shall cause this Ordinance or a summary hereof to be published and posted as required by law.

INTRODUCED AND PASSED UPON FIRST READING by title only, this 21st day of July 2025, upon the following vote:

AYES: Cervantez, Cundieff, Manly and Molina
NOES: None
ABSENT: Garcia (Recused)
ABSTAIN: None
PASSED, APPROVED, AND ADOPTED this 4
th Day of August 2025, upon the following
vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________

LINDA MOLINA, MAYOR
ATTEST:
___________________________________

DARLENE GERDES, CITY CLERK
APPROVED AS TO FORM:
___________________________________
STEVEN L. FLOWER, CITY ATTORNEY

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Exhibit A

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CALIMESA AND QR BIRTCHER

OAK VALLEY OWNER LLC, FOR THE BIRTCHER LOGISTICS CENTER AT OAK

VALLEY TOWN CENTER PROJECT

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RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO
City of Calimesa
908 Park Avenue
Calimesa CA 92320
Attn: City Clerk
Space Above This Line for Recorder’s Use
(Exempt from Recording Fees per Gov’t Code § 6103)

DEVELOPMENT AGREEMENT

BY AND BETWEEN
THE

CITY OF CALIMESA
AND

QR BIRTCHER OAK VALLEY OWNER LLC,

FOR THE LOGISTICS CENTER AT OAK VALLEY TOWN CENTER

DEVELOPMENT
Ordinance No. 414

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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is entered into as July 21, 2025 (the “Reference Date”), by and between the CITY OF CALIMESA, a California municipal corporation and general law city existing under the Constitution of the State of the California (“City”), on the one hand, and QR BIRTCHER OAK VALLEY OWNER, LLC, a Delaware limited liability Company, ( “Developer”), on the other hand. City and Developer are occasionally referred to in this Agreement collectively as the “Parties” and individually as a “Party.” In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows:

1. RECITALS.

A. This Agreement is entered into pursuant to the authority of California Government Code Sections 65864-65869.5 (the “Development Agreement Act”) and Chapter

18.85 of Title 18 of the Calimesa Municipal Code (the “Development Agreement Ordinance”).

B. Developer has legal or equitable interests in the Property for the development of the Property as provided in this Agreement.

C. On or about September 6, 2022, the City Council approved the development of four industrial buildings and a truck trailer storage lot (“Development”) on approximately 115 acres of real property located approximately a quarter mile northwest of the Cherry Valley Boulevard to approximately a quarter mile northwest of the Singleton Road, within the City of Calimesa, the County of Riverside, State of California (“Property”), as legally described in Exhibit “A” and depicted on Exhibit “B,” attached to this Agreement. The Property includes Assessor Parcel Numbers (APNs) 413-190-006, 413-190-007, 413-190-021, 413-190-025, 413-290-047, and 413-290-075.

D. The “Development Approvals,” which are further described below, consisted of: (1) an amendment to general plan figure LU-1: land use map to accommodate minor changes to the land use designations of three non-contiguous portions of the site to business park (“GPA 21-01”); (2) an amendment to the Summerwind Ranch Specific Plan figures III-1, III-10, IV-68, and IV-70 to conform with GPA 21-01, revise the landscape setback requirements, and provide for administrative procedures for signage and open space amenities (“SPA 21-01”); (3) development plan review (“DPR”) and conditional use permit (“CUP”) for an approximate 705,783 square foot warehouse building; (4) DPR and CUP for an approximate 467,252 square foot warehouse building; (5) DPR and CUP for an approximate 457,267 square foot warehouse building; (6) DPR and CUP for an approximate 619,338 square foot warehouse building; DPR for an approximately 9.2-acre truck and trailer storage lot; and a revision to the adopted conditions of approval for the previously adopted Tentative Parcel Map 37862.

E. GPA 21-01 and SPA 21-01 are final and the Development is subject to and consistent with the City’s General Plan, the Summerwind Ranch Specific Plan, and all of the Development Approvals issued for the Development.

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F. For Developer, (i) the development of the Development is an integral part of Developer’s development plans for the Property; and (ii) this Agreement will provide certainty in timing of the facilities to enable Developer’s Development to proceed as proposed.

G. Developer desires to develop the Property in accordance with the Development Approvals, the provisions of this Agreement, and those laws and regulations of other agencies exercising jurisdiction over the Property.

H. Pursuant to Sections 65867 and 65867.5 of the Development Agreement Act, and the Development Agreement Ordinance, the City Council has found and determined that:
(i) this Agreement implements the goals and policies of, is consistent with, the General Plan, the Summerwind Ranch Specific Plan, supports balanced and diversified land uses, and imposes appropriate standards and requirements with respect to land development and usage in order to maintain the overall quality of life and the environment within City; (ii) based on the City Council’s review of the potential impacts and various potential benefits to City of this Agreement, the City Council has concluded that this Agreement is in the best interests of City and its residents; and (iii) adopting this Agreement constitutes a present and appropriate exercise of City’s police power.

I. The City Council finds, in its independent judgment, that pursuant to the California Environmental Quality Act (“CEQA”), all of the potential impacts on the environment of the Development Approvals and this Development Agreement have been fully analyzed in, and are covered by, the Final Environmental Impact Report for the Summerwind Ranch at Oak Valley Amendment No. 1 to the Oak Valley Specific Plan Area No. 1 (SCH#2004061035) (“Summerwind Ranch EIR”) which was certified by the City Council on April 18, 2005 pursuant to Resolution No. 2005-14, and the Addendum to the Summerwind Ranch EIR (“EIR Addendum”), which was approved by the City Council on November 2, 2020 pursuant to Resolution No. 2020-42, and the Addendum to the Summerwind Ranch EIR (“Second EIR Addendum”) which was approved by the City Council on September 6, 2022 pursuant to Resolution No. 2022-46. The City Council further finds that no further environmental review of this Development Agreement is required, pursuant to CEQA Guidelines sections 15162, 15163 and 15164, and Public Resources Code section 21166.

2. DEFINITIONS.

In addition to the terms set forth in Section 1 (Recitals), above, this Agreement uses a number of additional terms having specific meanings, as defined below, and which are distinguished by having the initial letter capitalized when used in this Agreement. The defined terms include the following:

A. “CEQA” means the California Environmental Quality Act, Cal. Pub. Res.

Code§ 21000, et seq., and the State CEQA Guidelines, 14 Cal. Code Reg. § 15000, et seq., as amended from time to time.

B. “City Development Impact Fees” or “City DIF” means and includes all development impact fees charged by City in connection with the approval or issuance of permits for the development of property, including, without limitation:

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(1) City’s General Government Facilities Fees;
(2) City’s Streets and Traffic Facilities Fees;
(3) City’s Library Facilities Fees;
(4) City’s Park Fees (including without limitation, Park Development and Recreational Facilities Mitigation Fees, and land acquisition and improvement costs); (5) City’s Storm Drain Facilities Fees;
(6) City’s Fire Protection Facilities Fees;
(7) City’s Police Facilities Fees;
(8) Affordable housing in lieu fee; and
(9) Any and all other fees charged by City in connection with development of the Property for the purpose of defraying all or a portion of the cost of mitigating the impacts of the Property and development of the public facilities related to development of the Property, including without limitation any new categories of development impact fees adopted after the Effective Date of this Development Agreement; and (10) Any similar City fees, charges and exactions required for the development of the Property.

C. “City Development Impact Fees” or “City DIF” does not mean and excludes (i) processing fees and charges of every kind and nature imposed by City generally to cover the estimated actual costs to City of processing applications for Development Approvals; (ii) TUMF (Western Riverside County Transportation Uniform Mitigation Fee), as determined and imposed by WRCOG); (iii) MSHCP (Western Riverside County Multiple Species Habitat Conservation Plan Mitigation Fee) as determined and imposed by the Western Riverside County Regional Conservation Authority(RCA); and (iv) any other fees established by Federal, State, County, and multi-jurisdictional agencies, laws and/or regulations that City is required or agrees to enforce as against the Property or the Development.

D. “Development” means the improvement of the Property for the purposes of constructing structures, improvements and facilities on the Property, including the maintenance, repair and replacement of any building, structure, improvement, landscaping or facility after its construction and completion on the Property.

E. “Development Agreement”, or “Agreement”, means this Logistics Center at Oak Valley Town Center Agreement approved ________, pursuant to Ordinance No. _____.

F. “Development Approvals” means any and all permits, licenses, consents, rights and privileges, and other actions approved or issued by City previously in connection with the Property on or before the Effective Date, including but not limited to:

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(1) CC Resolution 2022-47 approving GPA 21-01, amending the Land Use, Open Space, and Trails Maps in the General Plan;
(2) Ordinance No. 382 SPA 21-01, adopting Specific Plan Amendment SP-1, Amendment 3 (Summerwind Ranch);
(3) CC Resolution 2022-48 approving DPR 21-02, for design review of the “Wedge” truck and trailer parking facility, subject to Conditions of Approval; (4) CC Resolution 2022-49 approving DPR 21-03 and CUP 21-01, for proposed industrial development consisting of the approximately 705,783 square foot “Building A” and related site improvements;
(5) CC Resolution 2022-50 approving DPR 21-04 and CUP 21-02, for proposed industrial development consisting of the approximately 467,252 square foot “Building B” and related site improvements;
(6) CC Resolution 2022-51 approving DPR 21-05 and CUP 21-03, for proposed industrial development consisting of the approximately 457,267 square foot “Building C” and related site improvements;
(7) CC Resolution 2022-52 approving DPR 21-06 and CUP 21-04, for proposed industrial development consisting of the approximately 619,338 square foot “Building D” and related site improvements; and
(8) All extensions of approvals granted to Developer, including but not limited to,
All of the Development Approvals are on file in the City Clerk’s Office.

G. “Environmental Determinations” means the following:
(1) “EIR” or “Summerwind Ranch EIR” means the Environmental Impact Report for the Summerwind Ranch at Oak Valley Amendment No. 1 to the Oak Valley Specific Plan Area No. 1 (SCH#2004061035), including Mitigation Monitoring and Reporting Program, CEQA Findings of Fact, and statement of overriding considerations, certified by the City Council of the City of Calimesa on April 18, 2005, pursuant to Resolution No. 2005-14, subject to Sections 4.A. and 4.13. of this Agreement;
(2) “EIR Addendum” or “Oak Valley Town Center EIR Addendum” means the Addendum to the Summerwind Ranch EIR (EA 20-03), including Mitigation Monitoring and Reporting Program, approved by the City Council of the City of Calimesa on November 2, 2020, pursuant to Resolution No. 2020-42, subject to Sections 4.A. and 4.13. of this Agreement;
(3) “Second EIR Addendum” means the Addendum to the
Summerwind Ranch EIR (EA 21-01), including Mitigation Monitoring and Reporting Program,

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approved by the City Council of the City of Calimesa on September 6, 2022, pursuant to Resolution No. 2022-46.
(4) “Consistency Finding” shall mean the findings made by the City Council pursuant to Public Resources Code 21166 and CEQA Guidelines sections 15162, 15163 and 15164, that the impacts of this Development Agreement have been fully analyzed in, and are fully covered by, the Summerwind Ranch EIR and the EIR Addendum, subject to Sections 4.A. and 4.13. of this Agreement and Ordinance No. 375 approving this Agreement; (5) “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official written policies of City adopted and effective on or before the Effective Date governing the Development and use of the Property, including, without limitation, the permitted use of the Property, the density or intensity of use, the rate of development of land, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, the design, improvement and construction standards and specifications applicable to the Development, and the Development Approvals.

Land Use Regulations does not mean and excludes City Development Impact Fees. Land Use Regulations are listed on Exhibit “C.”
H. “Oak Valley Town Center Project” means the entire mixed use development to be constructed on the Property subject to the Summerwind Ranch Specific Plan as amended by the Oak Valley Town Center Specific Plan pursuant to Summerwind Ranch Specific Plan SP-1, Amendment 2 (SPA 20-01), as adopted on November 16, 2020 pursuant to Ordinance No. 374.

I. “Ordinance” means Ordinance No. ___, adopted ________, approving this Development Agreement.

J. “Person” means any natural person, a partnership, a joint venture, an unincorporated association, a limited liability company, a corporation, a trust or any other legal entity, including governmental and quasi-governmental agencies, authorities, boards, bureaus, commissions, departments or other political subdivisions or political bodies.

K. “Public Improvements” means the streets, trails, paseos, parks, infrastructure and other public facilities that are to be constructed and dedicated to City or other public entities and which are part of the proposed Development. Public Improvements collectively include (i) off-site improvements and (ii) on-site improvements, as further described in Infrastructure Cost Reimbursement Agreement (“ICRA”).

L. “Reservation of Authority” means the rights and authority excepted from the assurances and rights provided to Developer under this Agreement and reserved to City under Section 4.B. of this Agreement.

M. “Subsequent Development Approvals” means any and all permits, licenses, consents, rights and privileges, and other actions approved or issued by City subsequent to the Effective Date in connection with the Development that do not prevent development of the Property for the uses and to the density or intensity of development set forth in this Agreement and that are consistent with the Land Use Regulations. As contemplated in the City Council’s

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November 16, 2020 approval of the Oak Valley Town Center Project and associated Development Approvals, the definition of Subsequent Development Approvals includes, but is not limited to, any Development Plan Review(s) and Conditional Use Permit(s) for industrial (including distribution/logistics/warehouse) uses within the Oak Valley Town Center Project that are consistent with the Development Approvals.

N. “Subsequent Land Use Regulations” means any and all ordinances, resolutions, codes, rules, regulations and official written policies of City adopted and effective after the Effective Date governing development and use of the Property.

O. “Transfer” means any lease, sale, encumbrance, assignment or other transfer of all or any portion of the Property or any interest therein.

P. “Transferee” means a Person that acquires an interest in the Property pursuant to a Transfer and agrees to assume Developer’s obligations under this Agreement with respect to the interest, including but expressly not limited to, any assignee, successor, buyer, purchaser, lessor, lender, or other transferee of any kind.

3. GENERAL TERMS OF THE DEVELOPMENT AGREEMENT.

A. Term. The Term of this Agreement shall commence on the Effective Date and shall continue for seven years thereafter (the “Initial Term”). Developer shall have the option to extend the Initial Term for an additional two years (the “First Extended Term”) upon notice to the City at least 30 days before the expiration of the Initial Term, which notice must be accompanied by payment to City of an Extension Fee of one hundred thousand dollars ($100,000) as required by Section 5.A.(4) of this Agreement. Developer shall have the option to extend the First Extended Term for an additional two years (the “Second Extended Term”) upon notice to the City at least 30 days before the expiration of the First Extended Term, which notice must be accompanied by payment to City of an additional Extension Fee of one hundred thousand dollars ($100,000) as required by Section 5.A.(4) of this Agreement. Any further extension of the Term beyond the Second Extended Term shall require an amendment of this Agreement.

B. Effective Date. This Agreement shall be effective, and the obligations of the Parties to this Agreement shall be effective on the date that Ordinance No. _____ approving this Agreement becomes effective (the “Effective Date”). The Parties shall approve an Operating Memorandum pursuant to Section 3.C.(4), confirming the Effective Date of the Agreement.

C. Amendment of Development Agreement.
(1) Initiation of Amendment. Any Party may propose an amendment to this Agreement. The Parties agree that it may be beneficial to enter into additional agreements or modifications of this Agreement in connection with the implementation of the separate components of the Development upon mutual agreement of the Parties. (2) Procedure. Except as set forth in Section 3.C.(4), below, the procedure for proposing and adopting an amendment to this Agreement shall be the same as the procedure required for entering into this Agreement under the Development Agreement Act.

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(3) Consent. Except as otherwise provided in this Agreement, any amendment to this Agreement shall require both Parties’ written consent. No amendment to all or any provision of this Agreement shall be effective unless set forth in writing and signed by each Parties’ duly authorized representatives.
(4) Operating Memoranda. Refinements and further development of the Development may demonstrate that changes are appropriate with respect to the details and performance of the Parties under this Agreement. The Parties desire to retain a certain degree of flexibility with respect to those items covered in general terms under this Agreement. If and when the Parties mutually find that changes, adjustments, or clarifications are appropriate to further the intended purposes of this Agreement, they may, unless otherwise required by law, effectuate the changes, adjustments, or clarifications without amendment to this Agreement through one or more operating memoranda mutually approved by the Parties. The operating memoranda may be approved on behalf of City by the City Manager, or the person designated in writing by the City Manager, and by any corporate officer or other person designated for the purpose in a writing signed by a corporate officer or other legally authorized representative on behalf of Developer.

After execution of an operating memoranda it shall be attached to and incorporated into this Agreement as addenda. Unless otherwise required by law or by this Agreement, no changes, adjustments, or clarifications shall require prior notice or hearing, public or otherwise. An operating memorandum may not be used by the City Manager or Community Development Director as a means to avoid an amendment to the Oak Valley Town Center Projector to increase the density, intensity or types of uses or development standards in the Specific Plan or Current Zoning Ordinance.

D. Cancellation and Termination. This Agreement may be cancelled, in whole or in part, by mutual consent of the Parties or their successors in interest in accordance with Government Code Section 65867. Unless terminated earlier, pursuant to the terms of this Agreement, this Agreement shall automatically terminate and be of no further effect upon the expiration of the Term. Termination of this Agreement, for any reason, shall not, by itself, affect any right or duty arising from entitlements or approvals set forth under the Development Approvals. Notwithstanding any other Section in this Agreement, the Phase 2 improvement obligations (as further defined in Section 7.D) shall become void and have no effect if Developer informs City in writing of either (i) its intent to seek discretionary approvals from City for a development that is inconsistent with the Development Approvals and this Agreement or (ii) Developer’s decision to abandon the Development Approvals

4. DEVELOPER’S RIGHTS AND LIMITATIONS REGARDING
DEVELOPMENT OF THE PROPERTY.

A. Right to Develop.
(1) Right to Develop. Developer shall have a vested right to develop the Property for the Term of this Agreement in accordance with, and to the extent of, the Development Approvals and this Agreement.
(2) Vested Rights. By entering into this Agreement and relying thereon, Developer is obtaining the vested rights to proceed with the Development of the Property in

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accordance with the Development Approvals and the terms and conditions of this Agreement. By entering into this Agreement and relying thereon, City is securing certain public benefits that enhance the public health, safety and welfare, a partial listing of which benefits is set forth in Section 1 of this Agreement.
(3) Permitted Uses. The Parties agree that the uses listed in Summerwind Ranch Specific Plan as amended by the Oak Valley Town Center Project and as otherwise provided in the Current Zoning Ordinance as of the Effective Date (included in the Land Use Regulations set forth in Section 2 and Exhibit “C”) are permitted and shall remain permitted uses for the Property.
(4) Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the rate or timing of development, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to the Development, shall be those contained in the Development Approvals and those Land Use Regulations not inconsistent with the Development Approvals that were in full force and effect as of the Effective Date. (5) Subsequent Development Approvals. City shall accept for processing, review and action all applications for Subsequent Development Approvals, and City staff shall use their reasonable efforts to process the applications in an expeditious manner, taking into account City’s staffing levels; and all requisite development fees imposed by City or any other federal, state, county, regional or multi-jurisdictional agency shall be calculated and paid by Developer at such time as payment for the fees is due and payable, for all or a portion of the Property. Unless otherwise requested by Developer, City shall not, without good cause, amend or rescind any Subsequent Development Approvals respecting the Property after City has granted the same. Environmental review of applications for Subsequent Development Approvals shall be conducted in accordance with CEQA.
(6) Development in Accordance with Agreement and Applicable Law:

Timing of Development. Developer’s commencement and completion of the Development shall be in accordance with this Agreement, including, without limitation, the Development Approvals, the Environmental Determinations set forth in Section 2 and in compliance with all laws, regulations, rules, and requirements of all non-City governing entities with jurisdiction over the Property. Except as set forth in Agreement, regardless of any future enactment, by initiative, or otherwise, Developer may, in its discretion, develop the Property in one phase or in multiple phases at such times as Developer deems appropriate within the exercise of its subjective business judgment. City agrees that Developer may apply for and receive permits, maps, occupancy certificates and other entitlements to develop and use the Property at any time, provided that the application is made in accordance with this Agreement and the Land Use Regulations. (7) Changes and Amendments. It is contemplated by City and Developer that Developer may, from time to time, seek amendments to one or more of the Development Approvals. Any amendments are contemplated by City and Developer as being within the scope of this Agreement as long as they are consistent with the Land Use Regulations and shall, upon approval by City, continue to constitute the Development Approvals as referenced

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in this Agreement. The Parties agree that any amendments shall not constitute an amendment to this Agreement nor require an amendment to this Agreement.

B. Reservation of Authority by City.
(1) Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development:
a. Processing fees and charges of every kind and nature imposed by City generally to cover the estimated actual costs to City of processing applications for Subsequent Development Approvals.
b. City Developer Fees of any kind, of the categories set forth in Section 2.C. of this Agreement, or such additional fee categories adopted after the Effective Date of this Agreement, including without limitation, City Development Impact Fees charged by City in connection with the approval or issuance of permits for the development of property, and all application and processing fees customarily imposed on the type of entitlement and/or permit sought at the rate, and in the amount, imposed by City pursuant to the fee schedule, resolution or ordinance in effect at the time the application is deemed complete and accepted by City for action, or for which fees are otherwise designed to reimburse City’s expenses attributable to processing the applications for entitlements, permits, or both.
c. Procedural regulations consistent with this Agreement relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matters of procedure. d. Changes adopted by the City Council in the California Building Code, California Residential Building Code, California Fire Code, California Plumbing Code, California Mechanical Code, or California Electrical Code, California Green Building Standards Code, California International Property Maintenance Code, California Energy Code, California Historical Building Code, California Existing Building Code, Uniform Housing Code, California Administrative Code and Uniform Code for the Abatement of Dangerous Buildings and similar uniform codes as required by and in accordance with State law. e. Rules, regulations and official policies governing permitted uses of the land, density, and design, improvement, and construction standards and specifications existing after the Effective Date that are not in conflict with the Development Approvals and this Agreement.
f. Rules, regulations and official policies governing permitted uses of the land, density, and design, improvement, and construction standards and specifications existing after the Effective Date that are in conflict with the Development Approvals, provided Developer has given written consent to the application of the rules, regulations and policies to the Development.
g. Federal, state, county and multi-jurisdictional laws, regulations and fees (including but expressly not limited to TUMF and MSHCP) that City is

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required or agrees to enforce as against the Property or the Development, whether or not the laws and regulations are in conflict with the Development Approvals. h. Notwithstanding anything to the contrary in this Agreement, City may apply City regulations (including amendments to the Land Use Regulations) adopted by City after the Effective Date, in connection with any Subsequent Development Approvals, or deny or impose conditions of approval on any Subsequent Development Approvals, if City determines that City’s failure to make such application or to deny or impose conditions of approval on any Subsequent Development Approvals would place the residents or occupants of the Property or City’s residents, or both, in a condition adverse to their safety or health, or both. (2) Future Discretion of City. Notwithstanding any other provision of this Section 4.B., this Agreement shall not prevent City, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations that do not conflict with the Development Approvals, nor shall this Agreement prevent City from denying or conditionally approving any Subsequent Development Approval on the basis of any Subsequent Land Use Regulations that do not conflict with the Development Approvals. (3) Modification or Suspension by Federal, State, County, or MultiJurisdictional Law. In the event that federal, or state laws or regulations, enacted after the Effective Date, prevent or preclude compliance with one or more of the provisions of this Agreement, the provisions of this Agreement shall be modified or suspended as may be necessary to comply with the federal or state laws or regulations, and this Agreement shall remain in full force and effect to the extent it is not inconsistent with the laws or regulations and to the extent the laws or regulations do not render the remaining provisions impractical to enforce. (4) Intent. Developer has reasonably entered into this Agreement and will proceed with the Development of the Property on the assumption that City has adequately provided for the public health, safety and welfare through the Land Use Regulations. In the event that any future, unforeseen public health or safety emergency arises, City agrees that it shall attempt to address the emergency in such a way as not to impact the Development in accordance with the Development Approvals, and if that is not possible, to select the option for addressing the emergency that has the least adverse impact on the Development in accordance with the Development Approvals.

C. Regulation by Other Public Agencies. Other public agencies not subject to City’s control may possess authority to regulate aspects of the Property and the Development and this Agreement does not limit the authority of other public agencies.

D. Timing of Development. Except as set forth in Agreement, regardless of any future enactment, by initiative, or otherwise, Developer may, in its discretion, develop the Property in one phase or in multiple phases at such times as Developer deems appropriate within the exercise of its subjective business judgment. City agrees that Developer may apply or and receive permits, maps, occupancy certificates and other entitlements to develop and use the Property at any time, provided that the application is made in accordance with this Agreement and the Land Use Regulations. The Parties expressly reject the holding of Pardee Construction

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Company v. City of Camarillo (1984) 37 Cal. 3d 465, with regard to any authority regulating the phasing of Development and construction on the Property.

E. No Conflicting Enactments. Except as otherwise provided by this Agreement, neither the City Council nor any other City agency shall enact a rule, regulation, ordinance or other measure applicable to the Property that is inconsistent or conflicts with the terms of this Agreement.
(1) Moratorium and Other Voter-Approved Measures.
a. Subject to Section 4.D.(1)(c), it is Developer’s and City’s intent that no moratorium or other limitation (whether relating to all or part of the Development, or enacted by initiative or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final), development plan approvals, site plans, construction permits, occupancy certificates, or other entitlements for use approved, issued or granted within City, or portions of City, shall apply to the Development to the extent the moratorium or other limitation would restrict Developer’s right to develop the Property as provided by this Agreement and the Development Approvals in such order and at the rate as Developer deems appropriate as limited or regulated by this Agreement.
b. Subject to Section 4.D.(1)(c), it is Developer’s and City’s intent that no other limitation (whether relating to all or part of the Development, or enacted by initiative or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final), development plan approvals, site plans, construction permits, occupancy certificates, or other entitlements for use approved, issued or granted within City, or portions of City, shall apply to the Development to the extent the other voter-approved limitation would restrict Developer’s right to develop the Property as provided by this Agreement in accordance with the uses, densities and development standards under the Development Approvals as limited or regulated by this Agreement.
c. Notwithstanding Section 4.D.1(a) or (b), no provision of this Agreement is intended to, nor shall it be deemed to, limit the right of the voters to adopt a referendum invalidating any portion of all of this Agreement pursuant to Government Code Section 65867.5(a).
d. City shall reasonably cooperate with Developer in order to keep this Agreement in full force and effect. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the Parties hereby agree to reasonably cooperate in defending the action. Costs of defense and indemnification shall be provided by Developer in accordance with Section 8 (Indemnification). In the event of any litigation challenging the effectiveness of this Agreement or any portion of this Agreement, this Agreement shall remain in full force and effect while the litigation, including any appellate review, is pending, except as otherwise provided by court order or mutual agreement of the Parties. The filing of any third party lawsuit(s) against City or Developer relating to this Agreement, the Development Approvals or to other development issues affecting the Property shall not delay or stop the development, processing, or construction of the Development, unless the third party obtains a court order preventing the activity or as otherwise

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mutually agreed to by the Parties, in which case the Term of this Agreement shall be tolled until such court order is effect or a final judgment is issued. (2) Consistency between this Agreement and Current Laws. City represents that as of the Effective Date there are no City rules, regulations, ordinances, policies or other measures in force that would interfere with the Development or the use of all or any part of the Property in accordance with this Agreement. In the event of any inconsistency between the Land Use Regulations, Development Approvals and this Agreement, the provisions of Land Use Regulations shall control.

5. COMMUNITY BENEFITS AND CONTRIBUTIONS.

A. Fees. The following Fees shall be used by City for the benefit of City and City’s residents as determined in the City Council’s sole and absolute discretion. The Fees are not intended to be and is not an exaction or development impact fee. (1) Development Agreement Fee. In consideration of the benefits received by Developer pursuant to the terms of this Agreement, Developer shall pay a one-time fee of two hundred thousand dollars ($200,000) (“Initial Fee”) within thirty (30) days of the Effective Date of this Agreement.
(2) Community Benefit Fees. In consideration of the benefits received by Developer pursuant to the terms of this Agreement, Developer shall pay a Community Benefit Contribution (“CBC”) in the amount of fifty cents ($0.50) per square foot of constructed industrial buildings (shell) within the Development. The CBC shall be paid on a per-building (shell) basis prior to issuance of Certificate of Occupancy for each applicable building. (3) Extension Fees. In order for Developer to exercise its option under Section 3.A of this Agreement to extend the Initial Term and First Extended Term of this Agreement, Developer’s notice to City must be accompanied by payment to City of an Extension Fee of one hundred thousand dollars ($100,000). In order for Developer to exercise its option under Section 3.A of this Agreement to extend the First Extended Term of this Agreement, Developer’s notice to City must be accompanied by payment to City of an additional Extension Fee one thousand dollars ($100,000).

B. Responsible Party. All persons or entities holding title or interest in any portion of the Property, including any, each and all successors, assigns or other transferees of Developer shall be separately responsible for payment of any and all City DIF and all other Fees of any kind for that portion of the Property developed by the person or entity.

C. Reimbursement. In the event Developer has not exercised the First Extended Term City shall reimburse Developer up to the full amount of CBC payments made by Developer to City pursuant to Section 5.A of this Agreement on a dollar-for-dollar basis from sales tax revenue generated by a point-of-sale located in the Development, and actually received by the City, during the 5 years following the issuance of the last Certificate of Occupancy for a building within the Development. In the event Developer has executed the First Extended Term, City shall reimburse Developer 75% of CBC payments made by Developer to City pursuant to Section 5.A of this Agreement on a dollar-for-dollar basis from sales tax revenue generated by a point-of-sale

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located in the Development, and actually received by the City, during the 5 years following the issuance of the last Certificate of Occupancy for a building within the Development. In the event Developer has executed the Second Extended Term, City shall reimburse Developer 50% of CBC payments made by Developer to City pursuant to Section 5.A of this Agreement on a dollar-fordollar basis from sales tax revenue generated by a point-of-sale located in the Development, and actually received by the City, during the 5 years following the issuance of the last Certificate of Occupancy for a building within the Development.

6. OTHER GOVERNMENTAL OR QUASI-GOVERNMENTAL PERMITS
A. The Developer shall apply for such other permits and approvals as may be required by other governmental or quasi-governmental agencies having jurisdiction over development of the Development (such as public utilities, community service districts, utility districts, or other federal or state agencies) to the extent required for the development of, or provision of, services and facilities to the Development. The City shall cooperate with and assist the Developer in obtaining such permits and approvals, and, where necessary in making application for such approvals or permits. The Developer shall be solely responsible for all costs and shall be responsible for the processing of all such permits.

7. DEVELOPERS OBLIGATIONS TO CONSTRUCT PUBLIC AND OFFSITE IMPROVEMENTS.

A. Developer’s Public Improvements Obligations. The Parties acknowledge that City is in litigation with Everest Reinsurance (“Everest”) regarding performance bonds for the completion of Public Improvements. In the event: (1) Everest does not complete the Public Improvements, or (2) City does not collect sufficient funds (through a judgment or settlement) from Everest to cover the costs to complete the Public Improvements, Developer agrees to either construct or pay for Developer’s net fair share of Public Improvements. Developer has sole discretion to decide whether to construct Public Improvements or pay the cost to construct its fair share of Public Improvements. Developer’s fair share for the Public Improvements shall be further defined in the Infrastructure Cost Reimbursement Agreement (“ICRA”), which shall be negotiated between the relevant stakeholders within 12 months from the final resolution of the lawsuit with Everest. In the event an ICRA is not negotiated within 12 months, Developer can satisfy the obligations in Section B below by making a payment of the four million dollars ($4,000,000.00) to the City which the parties hereto acknowledge and agree shall be used exclusively to fund Public Improvements consisting of roadway and storm drain improvements that directly benefit the Property within 12 months of developer’s payment which approval of such Public Improvements shall not be unreasonably withheld by the City and which funding by City shall occur within 12 months of developer’s payment
B. Scope and Phasing of Public Improvements. The Phase 1 improvements shall be identified in the ICRA and shall be constructed or funded within 24 months of the first of either: (1) the resolution of the City’s action against Everest, or (2) prior to the end of the Term of this Development Agreement. Notwithstanding anything to the contrary above, Developer’s obligation to fund its fair share of Phase 1 shall not exceed four million dollars ($4,000,000.00).

The second phase of the Public Improvements (“Phase 2”) consists of the remaining Public Improvements. Phase 2 must be completed before the issuance of the first Certificate of

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Occupancy within the Development. Construction funding by Developer in Phase 2 shall include any accrued fair share amount, plus interest to be negotiated in the aforementioned ICRA, not paid in Phase 1 due to the payment cap for Phase 1. The ICRA shall include reasonable security.

C. Effect of Everest Settlement. If City is awarded damages in connection with the Everest lawsuit, City agrees to contribute all damages awarded (less actual litigation fees and costs) toward construction of the Phase 1. City also agrees, in the event that any settlement agreement between City and Everest concerning the Everest lawsuit is entered into, that the City will use reasonable efforts to obtain a provision obligating Everest to hold harmless and unconditionally release Developer from any and all pending or future claims asserted by Everest relating to bonds, Public Improvements, or any other duties or obligations owed to City.

D. Reimbursement. Through the ICRA, City also agrees to condition the development of Oak Valley Town Center (“OVTC”) for the contribution/reimbursement of both; i) its fair share to the Phase 1 Public Improvements and ii) its fair share to the Phase 2 Public Improvements, for reimbursement to whomever performs the work and/or funds the Public Improvements on behalf of the OVTC.

E. Maintenance of Improvements. Responsibility for the ongoing maintenance of Public Improvements provided by Developer pursuant to this Agreement shall be apportioned between the Parties in accordance with the terms of this Section 7.B. (1) City. Maintenance of Dedicated Public Improvements. City shall maintain all dedicated and accepted Public Improvements, including, but not limited to, public streets and related walls, streetlights, and public storm drainage facilities, unless otherwise dedicated to and accepted by other applicable public entities. (2) Developer Maintenance of Landscaping and Storm Drain Facilities.

Developer shall maintain all landscaping on the portion of the Property owned and controlled by Developer and all storm drainage facilities on the Property owned and controlled by Developer.

F. Easements. Developer agrees to grant to City the easements over its Property as are reasonably needed for the construction and maintenance of public improvements, except to the extent the easements would have a material adverse economic effect on the Development. The grants shall be at no additional cost to Developer or City.

8. INDEMNIFICATION.

A. Developer agrees to defend, indemnify and hold harmless City and its elected and appointed officials, boards, commissions, and its agents, officers, consultants, contractors, attorneys and employees (“Indemnified Parties”) from and against any third-party claim, action or proceeding against the Indemnified Parties to set aside, void or annul the approval of this Agreement, any Development Approvals, Environmental Determinations, Subsequent Development Approvals, future environmental determinations and/or related approvals contemplated by this Agreement, and from any liabilities, judgments, damages, losses, costs, and expenses, including but not limited to reasonable attorneys’ fees and court costs, which City may incur as a result of such claim, action or proceeding. Developer’s duties under this Section 8.A. are solely subject to and conditioned upon the Indemnified Parties written request to Developer to

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indemnify the Indemnified Parties. City shall promptly notify Developer of any claim, action or proceeding filed and served against City to challenge, set aside, void, annul, limit or restrict the approval and continued implementation and enforcement of this Agreement, including but not limited to challenges of the environmental review of the Development and this Agreement conducted pursuant to the California Environmental Quality Act. Developer and City agree to confer and cooperate with respect to such third party litigation. Developer shall deposit $100,000 with the City for the expected reasonable costs of any defense, which shall be held in a segregated account for defense costs only. Upon City’s determination that Developer’s account for defense costs is below $25,000, City may request that Developer replenish the account up to at least $100,000, and Developer shall replenish the account to $100,000 within ten (10) business days of City’s notification. Without in any way limiting the provisions of this Section 8.A., the Parties agree that this Section 8 shall be interpreted in accordance with the provisions of California Civil Code Section 2778 in effect as of the Effective Date.

B. Notwithstanding Section 8.A., and as a separate and distinct obligation of Developer, Developer agrees to indemnify and hold harmless the Indemnified Parties from and against each and every claim, action, proceeding, cost, fee, legal cost, damage, award or liability of any nature arising from alleged damages, including but expressly not limited to reasonable attorneys’ fees and court costs, alleged to have been caused or caused to third parties and alleging that the Indemnified Parties is or are liable therefor as a direct or indirect result of City’s approval of this Agreement, any Development Approvals, Environmental Determinations, Subsequent Development Approvals, future environmental determinations and/or any related approvals contemplated by this Agreement. Developer’s duties under this Section 8.B. are solely subject to and conditioned upon the Indemnified Parties written request to Developer to indemnify the Indemnified Parties. City shall promptly notify Developer of any claim, action or proceeding filed and served against the City by third parties. Developer and City agree to confer and cooperate with respect to such third party litigation. Developer shall deposit $100,000 with the City for the expected reasonable costs of any defense, which shall be held in a segregated account for defense costs only. Upon City’s determination that Developer’s account for defense costs is below $25,000, City may request that Developer replenish the account up to at least $100,000, and Developer shall replenish the account to $100,000 within ten (10) business days of City’s notification. Without in any way limiting the provisions of this Section 8.B., the Parties agree that this Section 8.B. shall be interpreted in accordance with the provisions of California Civil Code Section 2778 in effect as of the Effective Date.

C. With respect to the indemnity obligations under Section 8.A and Section 8.B, City has the option to either (1) approve the attorney(s) that Developer selects, hires or otherwise engages to defend City and the other City Indemnitees hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that Developer shall reimburse City for any and all reasonable expenses and costs incurred for such defense, including attorneys’ fees and court costs, upon billing and accounting therefor. City has the right, upon reasonable notice, to change its election at any time.

D. All indemnity provisions set forth in this Agreement, including but expressly not limited to this Section 8, shall survive termination or expiration of this Agreement for any reason.

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E. Local. State and Federal Laws. Developer and its contractors shall carry out the design and construction of all private improvements on the Property and all Public Improvements in conformity with all applicable laws, including, without limitation, all applicable federal, state and local occupation, employment, prevailing wage, safety and health laws, rules, regulations and standards. Developer agrees to indemnify, defend and hold the Indemnified Parties (as defined in Section 8 of this Agreement) harmless from and against any cost, expense, claim, charge or liability relating to or arising directly or indirectly from any breach by or failure of Developer or its contractor(s) or agents to comply with the laws, rules, regulations or standards.

9. PERIODIC REVIEW OF COMPLIANCE WITH AGREEMENT.

A. Periodic Review. City and Developer shall review this Agreement at least once every 12-month period from the Reference Date. City shall notify Developer in writing of the date for review at least thirty (30) calendar days prior thereto. The periodic review shall be conducted in accordance with Government Code Section 65865.1. During each periodic review, Developer shall be required to demonstrate good faith compliance with the terms of this Agreement, and Developer agrees to furnish reasonable evidence of good faith compliance as City, in the exercise of its reasonable discretion, may require. If requested by Developer, City agrees to provide to Developer, a certificate that Developer, or a duly authorized Transferee, is in compliance with the terms of this Agreement, provided Developer reimburses City for all reasonable and direct costs and fees incurred by City with respect thereto.

B. Failure to Conduct Annual Review. The failure of City to conduct the annual review shall not be a default under this Agreement. Further, Developer shall not be entitled to any remedy for City’s failure to conduct this annual review.

C. Initiation of Review by City Council. In addition to the annual review, the City Council may at any time initiate a review of this Agreement by giving written notice to Developer. Upon initiation of periodic review under this Section 9.C. of this Agreement, the periodic review shall be carried out in accordance with Section 9.A of this Agreement.

10. DEFAULT; REMEDIES; DISPUTE RESOLUTION.

A. Notice of Default. In the event of failure by a Party to substantially perform any material term or provision of this Agreement, the non-defaulting Party shall have those rights and remedies provided in this Agreement, provided that the non-defaulting Party has first provided to the defaulting Party a written notice of default in the manner required by this Section 10 identifying with specificity the nature of the alleged default and the manner in which the default may satisfactorily be cured.

B. Cure of Default. Upon the receipt of the notice of default, the alleged defaulting Party shall promptly commence to cure, correct or remedy the identified default at the earliest reasonable time after receipt of the notice of default and shall complete the cure, correction or remedy of the default not later than ten (10) calendar days after receipt of notice thereof if the breach of this Agreement involves the payment of money, or not later than thirty (30) calendar days after receipt of notice thereof if the breach of this Agreement does not involve the payment of money; provided, however, that if the breach may not reasonably be cured within the thirty (30)

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calendar day period, then a default shall exist only if the cure of the breach is not commenced within the thirty (30) calendar day period or thereafter is not diligently prosecuted to completion.

C. Developer’s Remedies. Due to the size, nature and scope of the Property and its development, it will not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After the implementation, Developer may be foreclosed from other choices it may have had to utilize the Property and provide for other benefits. Developer has invested significant time and resources and performed extensive planning and processing of the Development of the Property in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Development in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money that would adequately compensate Developer for its efforts. For the above reasons, City and Developer agree that damages would not be an adequate remedy if City fails to carry out its obligations under this Agreement and that Developer shall have the right to seek and obtain specific performance as a remedy for any breach of this Agreement. Moreover, City would not have consented to this Agreement if it were to be subject to damages for breach or rescission of this Agreement. Therefore, Developer specifically agrees that it has no authority under this Agreement or otherwise to seek monetary damages or restitution against City for any breach or rescission of this Agreement by City, and agrees not to seek monetary damages or restitution against City for breach or rescission of this Agreement.

D. City Remedies. In the event of an uncured default by Developer of the terms of this Agreement, City, at its option, may institute legal action in law or in equity to cure, correct or remedy the default, enjoin any threatened or attempted violation, or enforce the terms of this Agreement by specific performance as its sole and exclusive remedy. Furthermore, City, in addition to or as an alternative to exercising the remedies set forth in this Section 10.D., in the event of a material default by Developer, may give notice of its intent to terminate or modify this Agreement pursuant to this Agreement and/or the Development Agreement Act, in which event the matter shall be scheduled for consideration and review by the City Council in the manner set forth in the Development Agreement Act.

E. Non-Binding Mediation. In the event of a dispute under this Agreement, and if the dispute cannot be settled within fifteen (15) business days through informal negotiations between designated officers of each Party who have the appropriate authority to settle the dispute, the Parties agree to attempt in good faith to settle the dispute by non-binding mediation in the County of Riverside before one mediator agreed to by the Parties prior to the commencement of any legal or administrative proceeding against each other for any alleged violation of the Agreement. The mediation shall be administered by JAMS or other mediation service mutually agreed to by the Parties, and pursuant to rules and procedures agreed to by the Parties with the mediator. If the Parties are unable to agree upon an individual to serve as mediator, the requirement of each Party to submit to non-binding mediation for the dispute shall be waived. The non-binding mediation requirement shall not apply to either Party’s efforts to seek equitable relief preventing the dissemination of any Confidential Information or other equitable relief for any other purpose. As used in this Section, “Confidential Information” means any of the following:
(i) information that relates to or reflects the existence and content of any meeting, discussion, and communication related thereto for mediation purposes, and/or the fact the parties are contemplating and discussing such mediation; (ii) any information or document that is not a public

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record within the meaning of the California Public Records Act; or (iii) any other information or document protected from disclosure pursuant to any federal or state privilege, statute, ordinance or other law. Confidential Information includes all material, non-public, information, written or oral, whether or not it is marked as such, that is disclosed or made available to the receiving party, directly or indirectly, through any means of communication or observation. Any use or disclosure of Confidential Information shall be subject to California Evidence Code sections 1115-1129 and 1152.

F. Judicial Review. Based on the foregoing, in the event Developer judicially (including by way of a reference proceeding) challenges the application of a Subsequent Land Use Regulation as being in violation of this Agreement and as not being a land use regulation adopted pursuant to the Reservation of Authority, Developer shall bear the burden of proof in establishing that the rule, regulation or policy is inconsistent with the Land Use Regulations, the Development Approvals, or both and City shall thereafter bear the burden of proof in establishing that the rule, regulation or policy was adopted pursuant to and in accordance with the Reservation of Authority and was not applied by City in violation of this Agreement.

11. MORTGAGEE PROTECTION; CERTAIN RIGHTS TO CURE.

A. Encumbrances on the Property. This Agreement shall not prevent or limit Developer from encumbering the Property or any portion thereof or any improvements thereon with any mortgage, deed of trust, sale and leaseback arrangement, or any other form of conveyance (“Mortgage”) in which the Property, or a portion thereof or interest therein, is pledged as security, and contracted for in good faith and fair value in order to secure financing with respect to the construction, development, use or operation of the Property.

B. Mortgagee Protection. This Agreement shall be superior and senior to the lien of any Mortgage. Notwithstanding the foregoing, no breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, and any acquisition or acceptance of title or any right or interest in or with respect to the Property or any portion thereof by a holder of a beneficial interest under a Mortgage, or any successor or assignee to the holder (“Mortgagee”), whether pursuant to foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination or otherwise, shall be subject to all of the terms and conditions of this Agreement.

C. Mortgagee Not Obligated. No Mortgagee will have any obligation or duty under this Agreement to perform the obligations of Developer or other affirmative covenants of Developer under this Agreement, or to guarantee performance. In addition, the Mortgagee shall have no right to develop or operate the Property without fully complying with the terms of this Agreement, and to the extent that any covenant to be performed by Developer is a condition to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City’s performance under this Agreement.

D. Notice of Default to Mortgagee: Right of Mortgagee to Cure. City shall, upon written request to City, deliver to each Mortgagee a copy of any notice of default given to Developer under the terms of this Agreement, at the same time the notice of default is provided to Developer. The Mortgagee shall have the right, but not the obligation, to cure, correct or remedy

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the default, within sixty (60) calendar days after the receipt of the notice from City for monetary defaults, or within sixty (60) calendar days after Developer’s cure period has expired for non-monetary defaults, or, for the defaults that cannot reasonably be cured, corrected or remedied within the period, the Mortgagee may cure, correct or remedy the default if the Mortgagee commences to cure, correct or remedy the default within the sixty (60) calendar day period, and continuously and diligently prosecutes the cure to completion. If the default is of a nature that can only be remedied or cured by the Mortgagee upon obtaining possession of the Property, the Mortgagee shall have the right to seek to obtain possession with diligence and continuity through foreclosure, a receiver or otherwise, and shall be permitted thereafter to remedy or cure the default within the time as is reasonably necessary to cure or remedy the default but in no event more than ninety (90) calendar days after obtaining possession. If a default cannot, with diligence, be remedied or cured within the ninety (90) calendar day period, then the period shall be extended to permit the Mortgagee to effect a cure or remedy so long as Mortgagee commences the cure or remedy during the ninety (90) calendar day period, and thereafter diligently pursues the cure to completion.

12. ASSIGNMENTS AND OTHER TRANSFERS OF INTEREST IN
PROPERTY OR AGREEMENT.

A. Assignments and Other Transfers.
(1) Restrictions on Assignments and Other Transfers. Developer shall not Transfer all or any portion of its interests in the Property together with all its right, title and interest in this Agreement, or the portion thereof that is subject to the transferred portion of the Property, to any Transferee until such time as the Public Improvements have been accepted by City, unless City has approved the Transfer prior to its completion. City shall not unreasonably withhold or unreasonably delay consent to the Transfer provided that: (1) the Transferee has specifically assumed in writing the obligations, or a portion of the obligations of Developer, to design, construct, install and complete the Public Improvements for the Property as identified in this Agreement; (2) the Transferee has the experience and financial capacity to complete the Public Improvements as identified in this Agreement; and (3) the Transferee has obtained replacement bonds, accepted by City for the Public Improvements as identified in this Agreement (in which event, City shall release Developer’s corresponding public improvement bonds). In the event of any Transfer pursuant to this Section 12, (i) Developer shall notify City within twenty (20) calendar days prior to the Transfer of the name of the Transferee, together with the corresponding entitlements being transferred to the Transferee and (ii) the agreement between Developer and the Transferee pertaining to the Transfer shall provide that the Transferee shall be liable for the performance of those obligations of Developer under this Agreement that relate to the transferred property, if any, or shall confirm that Developer and all Transferees shall remain jointly liable for the design and construction of Public Improvements as identified in this Agreement pursuant to this Agreement.
(2) Rights and Duties of Assigns and Other Transferees. Any, each and all assigns and other Transferees of Developer shall have all of the same rights, benefits, duties and obligations of Developer under this Agreement. All entities holding title to a portion of the Property shall be jointly liable for the design and construction of the Public Improvements for that portion of the Property as set forth in this Agreement, except as provided in this Agreement (which

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specifically excludes the Phase 2 construction obligation if the developer informs City in writing of either (i) its intent to seek discretionary approvals from City for a development that is inconsistent with the Development Approvals and this Agreement or (ii) Developer’s decision to abandon the Development Approvals)or as may be modified in an Operating Memorandum pursuant to Section 3 .C.( 4 ). Notwithstanding this Section 12.A.(2) or any other provisions of this Agreement, no Transferee of the Property shall be responsible for the design or construction of any Public Improvements ( or any portion thereof) except those that bear a direct relationship, i.e., “nexus” to the development of the Property.

B. Estoppel Certificates.
(1) Written Request. Either Party may at any time deliver written notice to the other Party requesting an estoppel certificate (the “Estoppel Certificate”) stating: (i) this Agreement is in full force and effect and is a binding obligation of the Parties; (ii) this Agreement has not been amended or modified either orally or in writing or, if so amended, identifying the amendments; and (iii) no default in the performance of the requesting Party’s obligations under this Agreement exists or, if a default does exist, the nature and amount of any default. (2) Thirty (30) Days to Respond. A Party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting Party within thirty (30) days after receipt of the request.
(3) Authorized Signatories. The City Manager or any person designated by the City Manager may sign the Estoppel Certificates on behalf of City. Any officer of Developer may sign on behalf of Developer.
(4) Reliance. An Estoppel Certificate may be relied on by assignees and mortgagees.
(5) Reimbursement. In the event that one Party requests an Estoppel Certificate from the other, the requesting Party shall reimburse the other Party for all reasonable and direct costs and fees incurred by the Party with respect thereto. (6) Failure to Provide Estoppel Certificate. Failure by a Party to provide an Estoppel Certificate within thirty (30) calendar days after receipt of the request therefor shall be deemed confirmation that this Agreement is in full force and effect, has not been amended or modified either orally or in writing and that no defaults in the performance of the requesting Party’s obligations under this Agreement exist.

13. MISCELLANEOUS.

A. Notices. All notices permitted or required under this Agreement must be in writing and shall be effected by: (i) personal delivery; (ii) first class mail, registered or certified, postage fully prepaid; or (iii) reputable same-day or overnight delivery service that provides a receipt showing date and time of delivery, addressed to the following Parties, or to such other address as any Party may from time to time designate in writing in the manner as provided in this Agreement:

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To City: City of Calimesa
908 Park Avenue Calimesa CA 92320
Attn: City Manager
To Developer: QuadReal Property Group Limited Partnership 666 Burrard Street, Suite 800
Vancouver, BC V6C 2X8
[email protected]; [email protected];
[email protected]
Attn: Randy Wu, Associate, Development; John Simpson,
Director, Legal; Chief Legal Officer
Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street, Suite 800
Irvine, CA 92614
[email protected]
Attn: Jonathan Shardlow
Any written notice, demand or communication shall be deemed received immediately if personally delivered or delivered by delivery service, and shall be deemed received on the third (3rd) business day from the date it is postmarked if delivered by registered or certified mail.

B. Force Majeure. In addition to specific provisions of this Agreement, performance by either Party under this Agreement shall not be deemed to be in default where delays or failures to perform are due to the elements, fire, earthquakes or other acts of God, epidemic or pandemic, strikes, labor disputes, lockouts, acts of the public enemy, riots, insurrections, wars, terrorism, governmental restrictions imposed or mandated by other governmental entities, or other acts of god beyond the party’s reasonable control (collectively “force majeure events”). City and Developer may also extend times of performance under this Agreement in writing. If any force majeure event occurs, the term of this Agreement and the time for performance may be tolled upon the mutual agreement of the Parties for the duration of each such event, provided that the term of this Agreement shall not be tolled or extended under any circumstances for more than a combined total of five (5) years. Developer shall have the right to apply for one (1) year tolling periods based on any such force majeure event. Upon demonstration by Developer of the facts warranting a tolling of this Agreement, the City may grant a tolling of the Agreement, not to exceed one (1) year. Over the term of the Agreement, the Developer can request up to five (5) tolling periods or extensions for a combined total of five (5) years. Any tolling period or other extension shall be reflected by an amendment to the Agreement.

C. Binding Effect. This Agreement, and all of the terms and conditions of this Agreement, shall be binding upon and inure to the benefit of the Parties, any subsequent developer of all or any portion of the Property or the Property, and their respective assigns, heirs or successors in interest, whether or not any reference to this Agreement is contained in the instrument by which the Person acquired an interest in the Property. The provisions of this Agreement shall constitute mutual covenants that shall run with the land comprising the Property for the benefit thereof, and the burdens and benefits of this Agreement shall bind and inure to the benefit of each of the Parties

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to this Agreement and all successors in interest to the Parties to this Agreement for the term of this Agreement.

D. Independent Entity. In entering into and performing this Agreement, each of Developer and City is acting as an independent entity and not as an agent of the other in any respect.

E. Agreement Not to Benefit Third Parties. This Agreement is made for the sole benefit of the Parties, and no other person shall be deemed to have any privity of contract under this Agreement nor any right to rely on this Agreement to any extent for any purpose whatsoever, nor have any right of action of any kind on this Agreement nor be deemed to be a third party beneficiary under this Agreement.

F. Nonliability of City Officers and Employees. No official, officer, employee, agent or representative of City, acting in his/her official capacity, shall be personally liable to Developer, or any successor or assign, for any loss, costs, damage, claim, liability, or judgment, arising out of or connection with this Agreement, or for any act or omission on the part of City.

G. Venue. In the event of any judicial action between the Parties under this Agreement, proper venue shall be in the Superior Court of Riverside County.

H. Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

I. No Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought and referring expressly to this Section 13.1. No delay or omission by either Party in exercising any right or power accruing upon non-compliance or failure to perform by the other Party under any of the provisions of this Agreement shall impair any right or power or be construed to be a waiver thereof, except as expressly provided in this Agreement.

No waiver by either Party of any of the covenants or conditions to be performed by the other Party shall be construed or deemed a waiver of any succeeding breach or nonperformance of the same or other covenants and conditions of this Agreement.

J. Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, to the extent that the invalidity or unenforceability does not impair the application of this Agreement as intended by the Parties.

K. Construction. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply. As used in this Agreement, and as the context may require, the singular includes the plural and vice versa, the masculine gender includes the feminine and vice versa, “or” is not exclusive,

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“includes” and “including” are not limiting, “shall,” “will” or “agrees” are mandatory, and “may” is permissive.

L. Recordation. This Agreement shall be recorded by City with the County Recorder of Riverside County within the period required by California Government Code Section 65868.5. Amendments approved by the Parties, and any cancellation or termination of this Agreement, shall be similarly recorded.

M. Captions and References. The captions of the sections of this Agreement are solely for convenience of reference, and shall be disregarded in the construction and interpretation of this Agreement. Reference in this Agreement to a section or exhibit are the sections and exhibits of this Agreement.

N. Time. Time is of the essence in the performance of this Agreement and for each and every term and condition of this Agreement as to which time is an element.

O. Entire Agreement. This Agreement, including all exhibits attached hereto, constitutes the final, complete and exclusive statement of the terms of the agreement between the Parties with respect to the subject matter of this Agreement, and this Agreement supersedes all previous oral or written negotiations, discussions and agreements between the Parties, and no parole evidence of any prior or other agreement shall be permitted to contradict or vary the terms of this Agreement. No Party has been induced to enter into this Agreement, by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement.

P. Exhibits. Exhibits “A” - “C” identified as follows, are attached to this Agreement and are incorporated in this Agreement as though set forth in full:
“A”: Legal Description of Property
“B”: Site Map
“C”: List of Development Approvals and Land Use Regulations Q. Counterpart Signature Pages. For convenience the Parties may execute and acknowledge this Agreement in counterparts and when the separate signature pages are attached to this Agreement, shall constitute one and the same complete agreement.

R. Authority to Execute. Developer warrants and represents that: (i) it is duly organized and existing; (ii) it is duly authorized to execute and deliver this Agreement; (iii) by so executing this Agreement, Developer is formally bound to the provisions of this Agreement; (iv) Developer’s entering into and performance of its obligations set forth in this Agreement do not violate any provision of any other agreement to which Developer is bound; and (v) there is no existing or threatened litigation or legal proceeding of which Developer is aware that could prevent Developer from entering into or performing its obligations set forth in this Agreement.

S. Subsequent Amendment to Authorizing Statute. This Agreement has been entered into in reliance upon the provisions of the Development Agreement Act in effect as of the Effective Date. Accordingly, notwithstanding any other provision in this Agreement, to the extent

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that subsequent amendments to the Development Agreement Act would affect the provisions of this Agreement, the amendments shall not be applicable to this Agreement unless necessary for this Agreement to be enforceable or required by law, or unless this Agreement is modified pursuant to the provisions set forth in this Agreement and Government Code Section 65868 as in effect on the Effective Date.

T. Governing Law and Venue. This Agreement and any dispute arising under this Agreement shall be governed and interpreted in accordance with the laws of the State of California. The Parties understand and agree that this Agreement is not intended to constitute, nor shall be construed to constitute, an impermissible attempt to contract away the legislative and governmental functions of City, and in particular, City’s police powers. In this regard, the Parties understand and agree that this Agreement shall not be deemed to constitute the surrender or abnegation of City’s governmental powers over the Property. Legal actions must be instituted and maintained in the Superior Court of the County of Riverside, Central Division, State of California, or in the United States District Court for the Central District of California. Developer specifically waives any rights provided to it pursuant to California Code of Civil Procedure Section 394 or federal or state statutes or judicial decisions of like effect. [INTENTIONALLY LEFT BLANK; SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, Developer and City have executed this Agreement as of the Reference Date.
“DEVELOPER”
QR Birtcher Oak Valley Owner LLC,
a Delaware limited liability Company
By:

Name:

Its:

By:

Name:

Its:
“CITY”

CITY OF CALIMESA,
a California municipal corporation
Linda Molina, Mayor

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EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY

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EXHIBIT “B”

SITE MAP

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EXHIBIT “C”

LIST OF DEVELOPMENT APPROVALS AND LAND USE REGULATIONS
The General Plan, applicable Specific Plan(s), subdivision map, and the Calimesa Municipal Code in effect as of the Effective Date of the Development Agreement, and on file with the City Clerk of the City of Calimesa, including but not limited to, the following:

1. City of Calimesa General Plan, including each element thereof, the Land Use Element Map, Circulation Map, and text amendments, as amended through and including General Plan Amendment (GPA 21-01) approved September 6, 2022, pursuant to Resolution 2022- 47;

2. Summerwind Ranch Specific Plan (sometimes referred to as the “Summerwind Ranch at Oak Valley Specific Plan SP-1, Amendment 1”) (SP-04-002) as adopted on April 18, 2005 pursuant to Resolution No. 2005-21; and as amended by the Summerwind Ranch Specific Plan SP-1, Amendment 2 (SPA 20-01) (sometimes referred to as the “Oak Valley Town Center Specific Plan”), as adopted on November 16, 2020 pursuant to Ordinance No. 374; and as further amended by the Summerwind Ranch Specific Plan SP-1, Amendment 3 (SPA 21-01), as adopted on September 19, 2022 pursuant to Ordinance No. 382;

3. Development Plan Review 21-02 as adopted on September 6, 2022, pursuant to Resolution 2022-48;

4. Development Plan Review 21-03 and Conditional Use Permit 21-01 as adopted on September 6, 2022, pursuant to Resolution 2022-49;

5. Development Plan Review 21-04 and Conditional Use Permit 21-02 as adopted on September 6, 2022, pursuant to Resolution 2022-50;

6. Development Plan Review 21-05 and Conditional Use Permit 21-03 as adopted on September 6, 2022, pursuant to Resolution 2022-51;

7. Development Plan Review 21-06 and Conditional Use Permit 21-04 as adopted on September 6, 2022, pursuant to Resolution 2022-52; and

8. Current Zoning Ordinance, which includes the City’s Zoning Ordinance, Title 18 of the - Calimesa Municipal Code, as amended through and including the Effective Date.

City Council Meeting
Agenda Report
Agenda Item No. 8
SUBJECT: PURCHASE OF PAVEMENT ROLLER
MEETING DATE: August 4, 2025
PREPARED BY: Mari Shakir, Public Works Director
RECOMMENDATION: That the City Council approve the purchase of one Caterpillar Inc. Pavement Roller Model: CB1.7 from Quinn Company in the amount of $42,691.10.

DISCUSSION: The City’s Public Works Department is responsible for maintaining and repairing public roadways, including pothole repairs and small-scale resurfacing projects. Proper compaction is critical to the longevity and integrity of these pavement repairs.

To date, the City has relied on manual hand tamping or utilizing a hand roller to compact asphalt, a labor-intensive and less effective method. While hand tamping may suffice for minor patchwork, it does not provide the consistency or compaction levels needed for long-term pavement performance—especially as the City increases its in-house street repair capacity.

Caterpillar equipment is available through Sourcewell, a nationally recognized cooperative purchasing agency that conducts its own competitive bidding process. The City of Calimesa is permitted to utilize such purchasing agreements in accordance with Calimesa Municipal Code § 3.15.140, which allows the City to procure supplies or equipment from nonprofit agencies—such as Sourcewell—whose main purpose is to assist cities or other public entities, provided the pricing is equal to or better than the bid pricing originally obtained. By using the Sourcewell contract, the City ensures that the purchase is both competitively sourced and in compliance with local purchasing requirements.

FISCAL IMPACT: The FY 2025/26 Adopted Budget includes $41,000 allocated for this equipment.

The remaining balance of $1,691.10 will be covered using available savings in Fund 75 – Equipment Replacement Fund, resulting from cost savings on other recent vehicle purchases. These unspent funds provide sufficient budget capacity to absorb the overage without impacting other capital or operational priorities.

ATTACHMENTS:

Attachment A: Quinn Company Quote

179511-9999
Jul 09, 2025
Caterpillar Sourcewell Contract Number: 011723-CAT Calimesa Sourcewell Account Number: City of CALIMESA (190177)

ATTN ACCOUNTS PAYABLE
908 PARK AVENUE
CALIMESA, California 92320
Hello
We would like to thank you for your interest in our company and our products, and are pleased to quote the following for your consideration.

One (1) New Caterpillar Inc. Model: CB1.7 Paving including standard and optional equipment as listed below.

STOCK NUMBER: NS0023692 SERIAL NUMBER: 064301304 YEAR: 2025 SMU: 3 We wish to thank you for the opportunity of quoting on your equipment needs. This quotation is valid for 30 days, after which time we reserve the right to re-quote. If there are any questions, please do not hesitate to contact me.

Sincerely,
Joseph Munoz
Machine Sales Representative
Quote 179511-9999

Attachment 8A

One (1) New Caterpillar Inc. Model: CB1.7 Paving including standard and optional equipment as listed below.

Standard Equipment

POWERTRAIN
CAT C1.1 inline 3 cylinder, turbo- priming pump and water indicator charged diesel engine (18.4 kW / Hydrostatic transmission with drive

24.6 HP) with glow-plug heater motors in series
Dual element air cleaner Service and parking brakes
Fuel filter/water separator/manual

ELECTRICAL
Engine start switch with auto preheat Backup alarm and forward warning horn 12-volt starting and charging system Product link ready 40 ampere alternator Beacon ready
Maintenace free battery (1) - 650 CCA

OPERATOR ENVIRONMENT
Hour meter gauge Steering wheel spinner
Operator warning system indicators Manual throttle control lever -Parking brake engaged Manual propel control lever
-High engine coolant temperature Vinyl seat with:
-Hydraulic oil temperature -Fore and aft adjustment
-Engine oil pressure -Retractable 51 mm (2 inch) seat belt -Low electrical system voltage Lockable instrument panel vandalism -Low fuel level guard
-Engine preheat Platform handrails and guardrails
-Vibration on Dual 12-volt power point
Power steering
DRUMS
Smooth solid drum vibratory system
Pressurized drum watering system with Selection of front drum or both drum selectable continuous or intermittent vibration
flow Front and rear retractable, springSingle amplitude with single frequency loaded, adjustable scrapers FLUIDS
Premixed 50% concentration of extended to -37C (-35F)
life coolant with freeze protection

OTHER STANDARD EQUIPMENT
Lockable engine enclosure ports
Quote 179511-9999

Articulated frame with safety lock 23 L (6.1 gal) fuel tank capacity 2 transport tie-down and 4 lift points 145 L (38.3 gal) water tank capacity Tow hook O-ring face seal couplings
Hydraulic oil level sight gauge Hydraulic SOS port
Quick connect hydraulic pressure test
Quote 179511-9999

MACHINE SPECIFICATIONS
CB1.7 03A UTILITY COMPACTOR 568-7901
LANE 3 ORDER 0P-9003
ROLL ON-ROLL OFF 0P-4834
SERIALIZED TECHNICAL MEDIA KIT 421-8926
INSTRUCTIONS, ANSI 485-6081
MUFFLER, STD 485-6082
ROPS, FOLDABLE 485-6085
OIL, HYD, STANDARD 485-6087
LIGHTS, WORKING 485-6089
LIFT, SINGLE POINT 485-6097
SEAT, ADJ VINYL W/SEAT SWITCH 485-6186
LIGHT, BEACON 485-6189
GUARD, WORKING LIGHTS 485-6196
DRUM, STANDARD 485-6202
ENGINE, CAT C1.1 564-0665
PRODUCT LINK, CELLULAR PL641 590-9114
Quote 179511-9999

WARRANTY & COVERAGE
Standard Warranty: 12 MONTHS FULL MACHINE
Extended Coverage: CB1.7-48 MO/3000 HR PREMIER
CSA 24 MO / 1000 HOURS PARTS ONLY + VL CONNECT - QUINN CVA SELL PRICE $39,620.51
EXT WARRANTY Included
CSA Included
NET BALANCE DUE $39,620.51
SALES TAX (7.75%) $3,070.59
AFTER TAX BALANCE $42,691.10

PAYMENT TERMS
Cash Invoice Terms

CASH WITH ORDER
$0.00
F.O.B/TERMS:

Riverside Machine
Accepted by___________________________________ on ____________________ ______________________________
Signature
Quote 179511-9999

City Council Meeting
Agenda Report
Agenda Item No. 9
SUBJECT: CONTRACT AWARD TO MERRELL JOHNSON GEOTECHNICAL, INC. FOR SOIL COMPACTION TESTING SERVICES –
MOUNTAINVIEW PARK EXPANSION (CIP 2024-01)
MEETING DATE: August 4, 2025
PREPARED BY: Mari Shakir, Public Works Director
RECOMMENDATION: That the City Council:
1) Approve a contract with Merrell Johnson Geotechnical, Inc. in a not to exceed amount of $14,000 for soil compaction testing services related to the Mountain View Park Expansion Project (CIP 2024-01); and
2) Authorize the City Manager to execute the agreement and approve invoices for services rendered provided they do not exceed the authorized amount.

BACKGROUND: On February 20, 2025, Merrell Johnson Geotechnical, Inc. submitted a proposal to provide soil compaction testing services for the Mountain View Park Expansion Project (Bid No. 2024-01). The proposal was based on estimated hours to complete the scope of work with an original estimated cost of $9,768.00.

As of July 15, 2025, a portion of the originally scoped work remains to be completed. While the scope has not changed, the time and labor required to perform certain portions of the work has exceeded earlier estimates due to unforeseen conditions in the field. Merrell Johnson submitted a revised estimate reflecting the estimated hours and costs to complete the remaining work in the amount of $4,184. After accounting for unspent funds in the amount of $1,214.00 from the original estimate, the net additional amount needed is $2,970.00, bringing the total projected cost to $12,738.00.

DISCUSSION: Pursuant to Calimesa Municipal Code Section 3.15.080(A), purchases of services exceeding $10,000 require approval by the City Council:
“All contracts for supplies, equipment or services costing more than $10,000 shall be awarded by the City Council, unless otherwise provided in this chapter.” The original quote was below this threshold and did not require formal Council action. However, now that the combined cost exceeds $10,000, Council approval is required for the full contract amount.

Under Section 3.15.140 (Alternative Purchasing Procedures), the City may utilize alternative purchasing procedures for professional services at the discretion of the Purchasing Agent. Merrell Johnson has been providing consistent and responsive service, and due to their familiarity with the project and ongoing construction schedule, staff recommends continuing with their services without interruption.

To allow for efficient completion of the remaining work and minor variability in hours, staff recommends a not-to-exceed contract amount of $14,000.

FISCAL IMPACT: Funding for this contract is available in the Project Management and Inspection category of the approved budget for the Mountain View Park Expansion project (CIP 2024-01). No budget adjustment is required.

ATTACHMENTS:

Attachment A: Agreement
Attachment B: Original Estimate from Merrell Johnson (2/20/2025) Attachment C: Supplemental Estimate (7/15/2025)

2812846v1.doc City of Calimesa Form

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated August 5, 2025 (“Effective Date”) and is between the City of Calimesa, a California municipal corporation (“City”) and Merrel Johnson, Inc., a California corporation, (“Consultant”). City and Consultant are sometimes referred to herein as the “Parties”, and individually as a “Party”.

RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to provide soil compaction testing services for the Mountainvew Park Construction Project.

B. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.

The Parties therefore agree as follows:

1. Consultant’s Services.

A. Scope of Services. Consultant shall perform the services described in the Proposal (the “Services”) for soil compaction testing services, attached as Exhibit A. City may request, in writing, changes in the Scope of Services to be performed. Any changes to the scope or cost of work must be in writing and mutually agreed upon by the Parties.

B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Jeff Burns, Director of Operations (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s Services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.

C. Time for Performance. Consultant shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.

D. Standard of Performance. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

Attachment 9A

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E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.

F. Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes, regulations and requirements.

G. Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of Services under this Agreement, including a business license.

2. Term of Agreement. The term of this Agreement shall be from immediately upon execution through March 1, 2026, unless sooner terminated as provided in Section 12 of this Agreement or extended.

3. Compensation.

A. Compensation. As full compensation for Services satisfactorily rendered, City shall pay Consultant at the rates set forth in the Proposal attached hereto as Exhibit A. In no event shall Consultant be paid more than $14,000 (the “Maximum Compensation”) for such Services.

B. Expenses. The amount set forth in paragraph 3.A. above includes reimbursement for all expenditures incurred in the performance of this Agreement.

C. Unauthorized Services and Unanticipated Expenses. City will not pay for any services not specified in the Scope of Services, unless the City Council or the City Representative, if applicable, and the Consultant Representative authorize such services in writing prior to Consultant’s performance of those services or incurrence of additional expenses. Any additional services authorized by the City Council, or (where authorized) the City Manager shall be compensated at the rates set forth in Exhibit A, or, if not specified, at a rate mutually agreed to by the Parties. At the request of the Consultant, the City Council may, in writing, reimburse Consultant for an unanticipated expense at its actual cost. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.

4. Method of Payment.

A. Invoices. Consultant shall submit to City an invoice, on a monthly basis, for the Services performed pursuant to this Agreement. Each invoice shall itemize the Services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Consultant in writing within ten Business days of receipt of any disputed invoice amounts.

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B. Payment. City shall pay all undisputed invoice amounts within 30 calendar days after receipt up to the Maximum Compensation set forth in Section 3 of this Agreement. City does not pay interest on past due amounts. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. Notwithstanding the preceding sentence, if Consultant is a nonresident of California, City will withhold the amount required by the Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662 and applicable regulations.

C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement available during Consultant’s regular working hours to City for review and audit by City.

5. Independent contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City.

6. Information and Documents.

A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. A response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena.

B. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

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2812846v1.doc City of Calimesa Form
C. All Data required to be furnished to City in connection with this Agreement shall become City’s property, and City may use all or any portion of the Data submitted by Consultant as City deems appropriate. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City’s sole property and may be used, reused or otherwise disposed of by City without Consultant’s permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant.

D. Consultant’s covenants under this Section shall survive the expiration or termination of this Agreement.

7. Conflicts of Interest. Consultant affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s Services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar Services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance of this Agreement.

8. Indemnification, Hold Harmless, and Duty to Defend.

A. Indemnities.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees,

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subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.

Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. 3) Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.
4) City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2).
5) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.

B. Workers’ Compensation Acts not Limiting. Consultant’s indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant

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expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.

D. Survival of Terms. Consultant’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.

9. Insurance.

A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers’ compensation policy is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability/Errors and Omissions Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.

B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self

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insurance shall not be considered to comply with the insurance requirements under this Section.

C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.

D. Primary and Non-Contributing. The insurance policies required under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.

F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.

G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Consultant shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.

H. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon.

Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

I. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages

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required under this Section. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City.

Consultant shall maintain current endorsements on file with City’s Risk Manager.

Consultant shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.

J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 8 of this Agreement.

K. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.

10. Mutual Cooperation.

A. City’s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.

B. Consultant’s Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

11. Records and Inspections. Consultant shall maintain complete and accurate records with respect to time, costs, expenses, receipts, correspondence, and other such information required by City that relate to the performance of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to City, its designees and representatives at reasonable times, and shall allow City to examine and audit the books and records, to make transcripts therefrom as necessary, and to inspect all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three years after receipt of final payment.

12. Termination of Agreement.

A. Right to Terminate. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least five calendar days before the termination is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least 60 calendar days before the termination is to be effective.

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B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services required by this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation.

13. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, judicial orders, enemy or hostile governmental action, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

14. Default.

A. Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default.

B. In addition to the right to terminate pursuant to Section 12, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City shall serve Consultant with written notice of the default. Consultant shall have ten calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance. In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

15. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and City’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:

If to City: If to Consultant:

Attn:___________________ ________________________________ City of Calimesa ________________________________

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908 Park Avenue ________________________________
Calimesa, California 92320 ________________________________ Telephone:______________ ________________________________ Email:__________________
With a courtesy copy to:

Steven Flower, City Attorney
908 Park Avenue
Calimesa, California 92320
Telephone: (310) 802-5061
Email: [email protected]

16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

17. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

18. No Third Party Beneficiaries Intended. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to

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be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

20. Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

21. Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

22. Non-Appropriation of Funds. Payments to be made to Consultant by City for services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

23. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Consultant’s proposal, the provisions of this Agreement shall control.

24. Entire Agreement and Modification of Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except

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those expressly set forth in this Agreement. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.

25. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.

26. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.

27. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

28. Business Days. “Business days” means days Calimesa City Hall is open for business.

29. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Calimesa.

30. Attorneys’ Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

31. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.

32. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument.

33. Corporate Authority. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute this Agreement on behalf

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of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]

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The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.

City:

City of Calimesa,
a California municipal corporation
By:

Name: Will Kolbow
Title: City Manager
ATTEST:

By:

Name: Darlene Gerdes
Title: City Clerk
APPROVED AS TO FORM:

By:

Name: Steven Flower
Title: City Attorney
APPROVED AS TO CONTENT:

By:

Name: Mari Shakir
Title: Public Works Director
Consultant:

Merrell Johnson, Inc.,
a California Corporation
By:

Name:

Title:

By:

Name:

Title:

A-1

EXHIBIT A

PROPOSAL

CITY OF CALIMESA
Submitted by Merrell Johnson
MJG Project No. 25037C1
February 20, 2025

PROPOSAL FOR SOIL COMPACTION TESTING SERVICES
MOUNTAINVIEW PARK EXPANSION | BID NO. 2024-01

CALIMESA, CA
Attachment 9B

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068

CITY OF CALIMESA
Mountainview Park Expansion
Bid No. 2024-01
Calimesa, CA
February 20, 2025
Cover Letter P1
Cost Proposal P3
Our Purpose P7
Our Expertise P11
Our Team P17
Our Experience P25

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 1 February 20, 2025
Attn: Mari Shakir, P.E.

City of Calimesa
908 Park Avenue
Calimesa, CA 92320
[email protected]
Subject: Proposal for Soil Compaction Testing Services | Mountainview Park Expansion Bid No. 2024-01 | 951 5th Street, Calimesa, CA 92320 | MJG Project No. 25037C Ref: a. Mountainview Park Expansion Precise Grading Plans, 951 5th Avenue, Calimesa, CA, David Beckwith and Associates, January 30, 2024
b. City of Calimesa Technical Specifi cations for Mountainview Park Expansion, Bid No. 2024-01, 951 5th Street, Calimesa, CA
Ms. Shakir:

Merrell Johnson Geotechnical (MJG) is pleased to submit the following proposal to provide soil and aggregate base testing services during the construction of the Mountainview Park Expansion project at the subject site. Based on your February 19, 2025, email to MJG, we understand that our services will be limited to soil compaction testing during the rough grading, utility trench backfi ll, and the storm chamber, parking lot, and pickleball court subgrade and aggregate base preparations.

If special inspection services for concrete, masonry, welding, and asphalt paving are needed, MJG’s certifi ed special inspectors can provide these services upon your request. In addition, MJG maintains a full-service materials testing laboratory that is equipped to test concrete, masonry, and asphalt.

The project will reconstruct a restroom building, utilities, parking lot, storm chambers, shade structure, four pickleball courts, sidewalks, and other ancillary site improvements.

The construction schedule is currently not known by MJG. The number of inspection trips and tests were estimated based on MJG’s review of the referenced plans. If the number of trips or tests is more or less than what is estimated herein, our fees will increase or decrease accordingly.

A cost breakdown of the project estimate is included on the following pages. MJG’s testing and inspection services would be provided on an on-call basis. MJG charges an initial 4-hour minimum for inspection services; 1-hour increments will be billed thereafter. Travel time is included as part of the 4-hour minimum.

We appreciate the opportunity to be of service and thank you for your consideration. If you have any questions or need additional clarifi cation, please feel free to contact us. We look forward to hearing from you soon.

Sincerely,
Chris Langdon
Merrell Johnson Geotechnical, Inc.

Estimator
Merrell Johnson Geotechnical, Inc.
12277 Apple Valley Rd. #291, Apple Valley, CA 92308
760-256-2068 | www.merrelljohnson.com

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 3 COST PROPOSAL

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 4 Merrell Johnson Geotechnical, Inc. | 12277 Apple Valley Rd., #291, Apple Valley, CA 92308 | (760) 256-2068 | [email protected] Estimate ADDRESS
City of Calimesa
ESTIMATE # 25037C1
DATE 02/20/2025
EXPIRATION DATE 05/20/2025
R
EFERENCE NO. / PROJECT NAMEMJG NO. / DESCRIPTION
Mountainview Park Expansion Soil Compaction Testing

DATE SERVICE QTY /

HRS RATE AMOUNT
Special Inspector /
Materials Technician |
Prevailing Wage
Rough grading compaction testing, includes
mobilization.
16 138.00 2,208.00
S
pecial Inspector /
Materials Technician |
Prevailing Wage
Utility trench compaction testing, includes
mobilization.
12 138.00 1,656.00
S
pecial Inspector /
Materials Technician |
Prevailing Wage
Subgrade & aggregate base compaction testing,
includes mobilization.
24 138.00 3,312.00
A
STM D698, D1557 / CT
216
Laboratory Compaction Characteristics of Soil 3 172.00 516.00 A
STM C136, C117, D422,
D1140 / CT 202
Sieve Analysis of Fine and Coarse Aggregates
(with wash)
1 172.00 172.00
P
roject Coordinator Schedule field work 2 120.00 240.00
Project Manager Review daily field reports and prepare the summary report.
8 158.00 1,264.00
Principal Engineer Finalize and sign summary report2 200.00 400.00 Services are provided on a time and materials, on-call basis, at 4-hour minimum increments to include mobilization. Actual hours and services provided are determined by the construction schedule and project conditions. Only those services provided will be billed.

TOTAL
$9,768.00
Accepted By Accepted Date

ESTIMATE

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 7 OUR PURPOSE

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 8 MERRELL JOHNSON
Quality of construction for our clients.

Quality of life for our people.

We are a full-service civil, geotechnical, survey,
testing, inspection, and construction management
firm based in Southern California. For over 60
years, our clients have relied on the team at Merrell
Johnson through a wide range of projects and
developments executed with the ease, efficiency
and dependability that comes from partnering with
some of the most knowledgeable and dedicated
professionals in the industry.

Large enough to service any scale project but small
enough that key personnel of the firm are always
accessible and involved, we pride ourselves in
being a mid-sized company that delivers excellent
results without the excess cost or delays that can
come with hiring larger firms. Our versatile staff
of engineers, surveyors, technicians, inspectors,
construction managers, project managers and
support staff bring decades more hands-on
experience, creating a well-rounded team of experts
in their respective fields.

Our purpose is to consistently exceed our clients’
expectations in terms of quality, value, and
efficiency, while providing a healthy and inspiring
work environment that allows our staff to thrive,
both in their careers and their personal lives.

OUR PURPOSE
Company Address
12277 Apple Valley Rd. #291
Apple Valley, CA 92308
Federal Identification Number
33-0945186
Date of Inception
Originally founded as Kenyon & Associates
in 1956. Incorporated as Merrell Johnson
Geotechnical, Inc. in 2000.

Past and Current Client References
Bill Adams, Project Manager
Silverstrand Construction
10065 Old Grove Road, Ste. 200
San Diego, CA. 92131
858-444-0698
silverstrandconstruction.com
Alex Tachiki, Public Works Director
City of Monrovia
415 S. Ivy Avenue
Monrovia, CA 91016
626-932-5553
[email protected]
Sean Sullivan, Director of Public Works
City of Big Bear Lake, CA
42040 Garstin Dr.

Big Bear Lake, CA 92315
909-866-7521
[email protected]

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 11 OUR EXPERTISE

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 12 Merrell Johnson brings over a
century of combined experience and
expertise to handle diverse projects
from inception to completion. Our
capabilities span geotechnical
engineering, site-specific geological
studies, structural inspections,
and public infrastructure projects
including street reconstruction, water
and sewer improvements, and more.

With a fully accredited testing laboratory and
certified inspection staff, we offer reliable
materials testing, special inspection, and
project management services tailored to your
needs. Our laboratory holds accreditations
from AASHTO, CCRL, DSA, and USACE,
conducting tests in accordance with ASTM
methods covering concrete, masonry,
aggregates, soils, and asphalt.

Our field staff is certified under ACI,
ICC, APWA, AWS, SNT-TC-1A, and ANSI/
ASNTCP-189, and we are ready to undertake
various responsibilities promptly and
effectively, even with minimal advance notice.

Equipped with iPads for picture
documentation and field reporting, our
team ensures efficient communication and
timely reporting, with digital reports and
photographic documentation available to
our clients via a cloud-based server within 24
hours of inspections. Any deviations or critical
issues are promptly communicated to
key personnel.

OUR EXPERTISE
SERVICES INCLUDE:

Geotechnical
• Open Excavation or Bore Sampling
• Laboratory Testing of Soil Contaminants,
Determination of Soil Properties
• Ground Water Levels/Hydraulic Conductivity
• Trench Stability
• Slope/Soil Stability
• Shoring Requirements
• Report of Observations, Testing and
Recommendations
Soils Special Inspection & Reporting
• Earthwork Observation
• Soil Sampling
• Aggregate Base Sampling
• Sub-excavation Observations
• Unclassified Cut, Haul & Compacted Fill
Observations
• Soil Compaction Testing of Fill
• Soil Compaction Testing of Trenches
• Sub-grade Compaction Testing
• Aggregate Base Compaction Testing
• Probing Material Compaction Adjacent to
Structures
• Daily field reports
• Monthly summary reports
Construction Management
• Contract Management
• Project Management
• Estimating
• Budget Analysis
• Site Operations
• Site Supervision
• Strategic Planning
• Cost Control
• Communications

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 13 Public Works Inspection • Permitting • Plan Review • Site Inspections • Quality Assurance • Documentation • Contractor Communications Concrete and Masonry Special Inspection
& Reporting • Concrete/Masonry Placement • Concrete Sampling & Testing • Mortar Sampling & Testing • Grout Sampling & Testing • Daily field reports • Monthly summary reports Asphalt Concrete Special Inspection & Reporting • Plant Inspection, Sampling of Aggregates • Asphalt Sampling, Plant/Field • Asphalt Laydown & Compaction Effort Observation
• Tack Application & Spread Rates • Asphalt Compaction Testing • Pavement Fabric Applications • Smoothness Testing • Daily field reports • Monthly summary reports Pavement Evaluation, Analysis
& Recommendations • Coring, Sampling & Loging Soil Profile of Existing Pavement Structural Sections
• Soil Sample Testin
g
• Structural Section Recommendations • Surface Treatment Recommendations • Quality Assurance Verification of Constructed Structural Section
• Pavement Evaluation and Recommendation
reports
Standardized ASTM Laboratory Testing
& Reporting • Soil Max Density & Optimum Moisture Content • Soil Sand Equivalent • Soil Gradation Sieve Analysis • Aggregate Gradation Sieve Analysis • Marshall Stability • Marshal Density • Asphalt Extraction-Solvent • Sieve on Extracted Sample • Theoretical Maximum Density • Concrete Compressive Strength Testing • R Value

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 14 ASTM TEST METHODS:

Asphalt Mixture
• D2041: Maximum Specific Gravity of Hot Mix
Asphalt Paving Mixtures
• D2726 (Cores) Bulk Specific Gravity of
Compacted Hot Mix Asphalt Using Saturated
Surface-Dry Specimens
• D2950: Density of Bituminous Concrete In
Place by Nuclear Methods
• D3203: Percent Air Voids in Compacted
Dense and Open Bituminous Paving
Mixtures
Soil
• D1140: Amount of Material in Soils Finer than
the No. 200 Sieve
• D1556: Density of Soil In-Place by the Sand
Cone Method
• D1557: Moisture-Density Relations of Soils
Using a 10 lb. Rammer and an 18 in. Drop
• D2216: Laboratory Determination of Moisture
Content of Soils
• D6938: In-Place Density and Moisture
Content of Soil and Soil-Aggregate by
Nuclear Methods
Aggregate
• C40: Organic Impurities in Fine Aggregates
for Concrete
• C117: Materials Finer Than the No. 200 Sieve
in Mineral Aggregates by Washing
• C136: Sieve Analysis of Fine and Coarse
Aggregates
• C566: Total Moisture content of Aggregate by
Drying
• C702: Reducing Samples of Aggregate to
Testing Size
• D75: Sampling Aggregate
• D2419: Plastic Fines in Graded Aggregates
and Soils by Use of the Sand Equivalent Test
Concrete
• C31: Making and Curing Concrete Test
Specimens in the Fields
• C39: Compressive Strength of Cylindrical
Concrete Specimens
• C42: Obtaining and Testing Drilled Cores and
Sawed Beams of Concrete
• C78: Flexural Strength of Concrete (Using
Simple Beam with Third-Point Loading)
• C138: Density (Unit Weight), Yield, and Air
Content of Concrete
• C143: Slump of Hydraulic Cement Concrete
• C172: Sampling of Freshly Mixed Concrete
• C173: Air Content of Freshly Mixed Concrete
by the Volumetric Method
• C231: Air Content of Freshly Mixed Concrete
by the Pressure Method
• C511: Moist Cabinets, Moist Rooms, and
Water Storage Tanks Used in the testing of
Hydraulic Cements and Concretes
• C617 (5,000 psi and below): Capping
Cylindrical Concrete Specimens
• C1064: Temperature of Freshly Mixed
Portland Cement Concrete
• C1231 (7,000 psi and below): Use of Unbonded
Caps in Determination of Compressive
Strength of Hardened Concrete Cylinders
• C1542: Measuring Length of Concrete Cores
Masonry
• C511: Moist Cabinets, Moist Rooms, and
Water Storage Tanks Used in the Testing of
Hydraulic Cements and Concretes
• C1019: Sampling and Testing Grout

OUR EXPERTISE

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 17 OUR TEAM

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 18 OUR TEAM

PROJECT EXPERIENCE
Major Storm Drain Improvements
Town of Apple Valley, California
Brad served as the Principal Engineer for the design
of major storm drain improvements for the outflow
of local tributary flows from the Market Place at Jess
Ranch into the Mojave River. Duties included the
permitting of the work though the San Bernardino
County Flood Control District and assisted in
the environmental permits required by the U. S.

Department of Fish and Game and various
other agencies.

Major Street Reconstructions
City of Barstow, California
Mr. Merrell has also been the Principal Engineer for
the reconstruction of major roadways for the City
of Barstow Engineering Department, including
East and West Main Streets, and Lenwood Road
reconstructions. He was also the Principal Engineer
for the Rimrock and Montara trunk line sewer
study. Work included flow monitoring of existing
sewers, capacity calculations, and master plan
recommendations for improvements needed for
ongoing and future developments along the
tributary area.

Monrovia Renewal Project
City of Monrovia, California
As Principal Engineer, Brad has provided the
geotechnical and civil engineering design and
oversight of more than 100 projects within the city
since 2014. Some of the most notable work included
the rehabilitation of 108 miles of local and major
roadways, replacement of water transmission
lines, main lines and water services, and a water
reservoir renewal. Also included were various utility
replacements and/or repairs. This has been a major
effort by the city, thus far totaling over $92M.

Citywide Waterline Replacement Project
City of Hesperia, California
Brad served as the Principal Engineer for the
design of approximately 50,000 LF of waterline
improvements for the city. Work included utility
research, field surveys and improvement plans,
and documents for the citywide water pipeline
replacement project.

BRAD S. MERRELL, PE

PRINCIPAL ENGINEER, FOUNDER
44 YEARS EXPERIENCE
Brad brings a variety of experience to his role as Principal Engineer and Corporate President of Merrell Johnson. He has 44 years of hands-on experience in the construction industry and has spent more than three decades in engineering design. His professional experience has ranged from private development to municipal government with a significant portion of recent work in industrial and utility contracts.

PROFESSIONAL CERTIFICATIONS
• State of California PE C49423
• State of Nevada PE 11634
• State of Arizona PE 29429
• State of California QSD/QSP 01213
• General Building Contractor A/B

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 19 For the past 15 years, Jeff Burns has held the position of Operations Manager at Merrell Johnson Geotechnical. In this capacity, he has played a pivotal role serving as a direct liaison and coordinator between our engineering team, drafting department, and field services. He provides our clients with additional technical assistance and consulting services. He has also acted as a construction research analyst, ensuring that engineering design considerations are appropriately factored into our projects.

Through the detailed review of daily field reports, Jeff is able to effectively oversee the day-to-day operations of projects and ensure that our team's performance consistently meets our clients' expectations. He facilitates the timely delivery of high-quality reports to our clients. His adept management of the team and its resources ensures that our projects receive the necessary support for their successful completion and compliance with relevant standards. During his tenure as Operations Manager, Jeff has consistently introduced new operational procedures aimed at enhancing our efficiency. His profound understanding of construction materials testing and inspection allows him to offer invaluable insights and support to both our staff and clients. In times of staffing shortages, Jeff is always willing to step in and provide support in both field and laboratory settings, ensuring that our clients and projects receive the necessary assistance when needed most.

PROJECT EXPERIENCE
City of Monrovia, California
Canyon Park Flood Damage Repair
Southwest and Southeast Renewal
South Area Renewal
Northwest Area Renewal
North Area Renewal
Northeast Area Renewal
Safe Routes to School Project
Oakglade Reservoir
Comprehensive Street Improvement Project
Other Noteworthy Projects
Fort Irwin Replacement Hospital
Fort Irwin Wastewater Treatment Plant
City of Barstow, California
Rimrock Sewer Feasibility
I Avenue Drainage Improvements
Mountain View and Virginia Way Rehabilitation
10 Streets Project
Armory Channel Reconstruction
Section II and Section III Street Reconstruction
Section I, II and III Sewer Rehabilitation
Waste Water Treatment Plant – Blower Building
Waste Water Treatment Plant – Flood Channel
City of Big Bear, California
FY 22-23 Street Rehabilitation
Summit Boulevard and Garstin Drive
FY 23-24 Street Rehabilitation
Frontier Communications Project
Hampton Inn Street Improvements
JEFF S. BURNS

OPERATIONS MANAGER
23 YEARS EXPERIENCE, 23 YEARS WITH MJG

PROFESSIONAL CERTIFICATIONS
• ICC Reinforced Concrete Inspector
• ICC Structural Masonry Inspector
• ICC Soils Inspector
• ICC Fireproofing Inspector
• ACI Field Testing Grade I
• ACI Masonry Field Technician
• NICET Level I, Soils, Concrete, Asphalt
• Radiation Safety Officer Certification

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 20 OUR TEAM

PROJECT EXPERIENCE
John Glen Road Reconstruction Project
Town of Apple Valley, California
Cary was the Engineer of Record for the town’s
reconstruction project of John Glenn Road. This
project included the replacement of a Liberty Utility
main waterline, construction of a new curb, gutter
and sidewalk, and a total reconstruct of the existing
AC paved roadway including stripping and signage.

2.5MG Water Tank & Pump Station Project
City of Hesperia, California
Cary was the design engineer for the 2.5MG Water
Tank & Pump Station project, which included onsite
grading, and installation of a water tank and booster
pump station. His services included construction
support through the completion of the project.

Badillo Street Rehabilitation Project
City of Covina, California
Cary was responsible for project management of the
design of the Badillo Street Rehabilitation Project
RFP 2019-01. He handled the oversight of all aspects
of design, schedule, and budget, and was the primary
contact at MJG for all coordination with the city.

Sewer Line Replacement Project
City of Barstow, California
Mr. Packer has provided design engineering
services for a sewer line replacement project which
included project improvement plans, bid documents
and technical specifications, and bidding and
construction support services. He has also provided
plan checking services for storm drain and
structural submittals.

PROJECT EXPERIENCE

CARY PACKER

ASSOCIATE ENGINEER
30 YEARS EXPERIENCE, 19 YEARS WITH MJG
Cary has over 30 years of engineering experience with work in civil and infrastructure design, structural design, and project management. He is an integral part of many projects here at MJG which have included land development, utility infrastructure design, water storage reservoirs, pump stations, street rehabilitation, safe routes to schools, and structural design.

PROFESSIONAL CERTIFICATIONS
• State of California PE Civil Engineering C51752
• State of Nevada PE
• State of Arizona PE
• Grade D1 Water Distribution Operator QSD/QSP #26979

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 21 Fort Irwin Water Treatment Plant
Fort Irwin, California
Merrell Johnson provided the geotechnical testing
and inspection, and special inspection of the
concrete, masonry, and structural steel/bolting during
the construction of the $98M USACE Wastewater
Treatment Plant at the Fort Irwin National Training
Center. Construction included a control building, a
chemical building, lime-softening filter building, two
1M-gallon water tanks, an assortment of chemical
tanks, filtering/clarifying equipment, reverse osmosis
feed water storage and pump station, brine treatment
facility, mechanical evaporator feed tank, concentrate
equalization basins, evaporation ponds (lined), lime
sludge lagoons, concrete, and ancillary onsite and
offsite improvements. Sean was responsible for the
materials testing and inspection during foundation
over-excavation, reinforced concrete inspection of
foundations, reinforced masonry inspection, epoxy
installation inspections, visual welding inspection of
onsite steel water tank fabrication, and coordination
of x-ray testing.

Monrovia Renewal Project
City of Monrovia, California
Sean has been trusted with public works inspector
duties related to the project, including but not limited to: inspection of all underground utilities, preparation of sub-grade for streets and concrete structures,
formwork inspections, material compliance, traffic
control, phasing of work, asphalt paving operations,
progress billing review and approval, review and
mark-up of 80% plans for constructability, review of
approved submittals for material compliance, preand post-CCTV sewer inspection review.

Fort Irwin Hospital
Fort Irwin, California
Merrell Johnson provided all quality control inspection and testing services for the $211M Replacement
Hospital project at Fort Irwin, CA. Sean served as the
Lead Inspector for all other special inspectors and
non-destructive testing technicians, and managed all
materials testing and inspection for over-excavation,
reinforced concrete, structural masonry, structural
steel high-strength bolting, structural steel, and
spray-applied fireproofing. He was also responsible for compiling the final punch list for project close-out.

PROJECT EXPERIENCE

SEAN BEST

FIELD DIRECTOR
31 YEARS EXPERIENCE, 15 YEARS WITH MJG

PROFESSIONAL CERTIFICATIONS
• AWS Certified Welding Inspector
• ICC Master of Special Inspections
• ICC Reinforced Concrete Inspector
• ICC Structural Masonry Inspector
• ICC Steel & Bolting Inspector
• ICC Structural Welding Inspector
• CA State Traffic Control Certification
• Nuclear Gauge Safety Certification
• APWA Certified Public Infrastructure Inspector
Sean brings over 30 years of extensive experience in construction materials testing, special inspection, and municipal construction management. He leads our inspections team with a boots-on-the-ground approach, personally ensuring that every project is completed to the highest standards and meets all code and specification requirements, while fostering a collaborative and efficient work environment. His strict attention to detail and exceptional leadership skills have made him an invaluable and essential asset to the team at Merrell Johnson.

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 22 OUR TEAM

JEREMY BEISSNER

LABORATORY MANAGER
15 YEARS EXPERIENCE, 6 YEARS WITH MJG
Jeremy has six years of experience in the materials testing of concrete, masonry, aggregates, soil, and asphalt. As Laboratory Manager, he directly oversees laboratory staff and ensures all daily testing and reporting is completed on time and to the highest of industry standards. He also manages geotechnical projects during preliminary phases including field sampling and logging, preparing boring logs and completing final reports.

PROFESSIONAL CERTIFICATIONS
• ICC Soils Special Inspector
• ACI Masonry Laboratory Testing
Technician
• ACI Masonry Field Testing Technician
• ACI Concrete Strength Testing
Technician
• ACI Concrete Field Technician Grade I
• Aggregate Testing Technician Level 1
• Concrete Laboratory Testing
Technician Level 1
• Nuclear Gauge Safety Certification

CHRISTOPHER LANGDON

PROJECT MANAGER
50 YEARS EXPERIENCE, 13 YEARS WITH MJG
Certified in multiple disciplines with over 50 years of industry experience, Chris provides our clients with world-class geotechnical evaluation, field testing and special inspection.

PROFESSIONAL CERTIFICATIONS
• DSA Masonry Inspector
• ICC Master of Special Inspection
• ICC Reinforced Concrete Inspector
• ICC Pre-Stressed Concrete Inspector
• ICC Structural Masonry Inspector
• ICC Soils Special Inspector
• ICC Steel and Bolting Inspector
• ICC Fireproofing Inspector
• LA County Concrete Special
Inspector
• ACI Concrete Field Testing
Technician
• ACI Masonry Field Testing Technician

ROBERT VANOVER

INSPECTOR
45 YEARS EXPERIENCE, 19 YEARS WITH MJG
With 45 years of industry experience, Robert applies his broad knowledge of inspections to every project he undertakes. Specializing in educational facilities (DSA) and health care facilities (OSHPD), he provides multidisciplined inspections of concrete, reinforcing steel, structural steel bolting and welding, masonry, and public works infrastructure.

PROFESSIONAL CERTIFICATIONS
• LA County Concrete
• LA County Welding
• AWS Certified Welding Inspector
• ICC Master of Special Inspector
• ICC Reinforced Concrete Inspector
• ICC Structural Welding Inspector
• ICC Steel & Bolting Inspector
• ICC Structural Masonry Inspector
• ICC Fireproofing Inspector
• ACI Concrete Field Testing Tech

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 23 JAMES ALBORNOZ

PROJECT MANAGER / INSPECTOR
7 YEARS EXPERIENCE, 7 YEARS WITH MJG
During his seven years with the company, James has acquired experience in both laboratory and field testing of concrete, aggregate, soil, masonry, and asphalt. His role as a special inspector has enabled him to develop a sharp attention to detail, ensuring projects adhere to specified documents and regulations. Moreover, he has been instrumental in preliminary investigations, where he has participated in tasks such as logging and sampling, pavement coring, and report drafting.

PROFESSIONAL CERTIFICATIONS
• ICC Soils Special Inspector
• ICC Reinforced Concrete Inspector
• ICC Residential Building Inspector
• ACI Concrete Laboratory Testing
Technician Level 1
• ACI Masonry Field Testing
Technician
• ACI Masonry Laboratory Testing
Technician
• Nuclear Gauge Safety Certification
Technician
• ACI Concrete Field Technician
Grade I

PATRICK MANNESS

INSPECTOR
6 YEARS EXPERIENCE, 6 YEARS WITH MJG
In his role as the lead field technician, Patrick has demonstrated exceptional proficiency in conducting tests and inspections on soil foundations, sub-grade preparation, cement-treated soils, footing inspections, and underground pipeline construction. Patrick also provides GPS mapping of new water main construction. Recently, he has expanded his expertise to include reinforced concrete inspections. Patrick is also actively involved in training new hires in the field and regularly leads quarterly training sessions focusing on soil and asphalt.

PROFESSIONAL CERTIFICATIONS
• ICC Soils Special Inspector
• ICC Reinforced Concrete Inspector
• ACI Concrete Field Technician
Grade I
• ACI Masonry Field Testing
Technician
• ATSSA Certification
• Nuclear Gauge Safety Certification

TAYLOR HUSTON

INSPECTOR
4 YEARS EXPERIENCE, 4 YEARS WITH MJG
Taylor, a multi-accredited ICC Special Inspector, delivers a diverse range of testing and inspections to our clients. His thorough attention to detail ensures that our clients receive dependable and high-quality inspections they can trust.

PROFESSIONAL CERTIFICATIONS
• ICC Structural Masonry Special
Inspector
• ICC Reinforced Concrete Inspector
• ICC Structural Steel and Bolting
Inspector
• ACI Concrete Field Technician
Grade I
• Nuclear Gauge Safety Certification
Technician

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 25 OUR EXPERIENCE

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 26 EXPERIENCE AND REFERENCES
The Monrovia Renewal project was a
comprehensive, citywide improvement initiative
aimed at revitalizing and modernizing the city's
aging infrastructure.

The project encompassed various aspects, including
street rehabilitation, water system upgrades, sewer system enhancements, sidewalk repairs, and other public utility improvements. It was a multi-year, multi-phase endeavor designed to address the deteriorating conditions of
Monrovia's infrastructure and enhance the overall
quality of life for residents. The project involved extensive planning, coordination, and collaboration between
city offi cials, Merrell Johnson Companies, contractors, and community stakeholders to minimize disruptions
and ensure effi cient execution. Through the Monrovia
Renewal, the city sought to create safer, more sustainable, and aesthetically pleasing neighborhoods while laying the groundwork for future growth and development.

Merrell Johnson (MJ) conducted a range of professional
services in support of infrastructure projects. This
included geotechnical investigations to determine street reconstruction recommendations, as well as trenching
specifi cations for both wet and dry utility enhancements, along with dry well installation recommendations.

Additionally, MJ provided extensive materials testing and inspection services covering sewer line installation, water main and water service installation, trench backfi ll, street reconstruction (including pulverization, over-excavation, and compaction testing), material conformance testing,
and grade tolerance inspection. Furthermore, MJ
conducted concrete structure inspection and materials
testing for various elements such as curb and gutter,
cross gutter, ADA ramps/path of travel, box culverts,
and PCC pavement. Other services included inspection
and materials testing for pipe rehab lining, as well as inspection of sewer manhole construction and
manhole rehab.

MONROVIA RENEWAL
City of Monrovia, CA
CLIENT
City of Monrovia

PROJECT VALUE
$97M

DATES OF SERVICE
10/2016 - 04/2021

SERVICES
Construction Management
Quality Control Inspection
Materials Testing
Engineering (Civil) Design

CLIENT REFERENCE
Alex Tachiki
Director of Public Works
[email protected]
626-932-5553

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 27 The City of Big Bear Lake's Fiscal Year 22-23 Street Rehabilitation project was a comprehensive
undertaking aimed at revitalizing and enhancing
the city's road infrastructure.

This initiative addressed the wear and tear that the streets had endured over time, ensuring safer and more efficient travel for residents and visitors alike. The project involved a thorough assessment of the city's roads to identify areas in need of repair or rehabilitation. Various aspects of road maintenance were considered, including resurfacing, repaving, pothole repair, and re-striping. Additionally, the project encompassed upgrades to drainage systems, sidewalks, curbs, and gutters to improve overall functionality and accessibility. Through strategic planning and coordination with contractors and local stakeholders, with the aid of Merrell Johnson, the City of Big Bear Lake aimed to minimize disruptions to daily life while maximizing the long-term benefits of the street rehabilitation efforts. By investing in the upkeep of its road infrastructure, the city demonstrated its commitment to providing safe and reliable transportation networks that support economic vitality and community well-being.

Merrell Johnson played a vital role in the project by offering materials testing and inspection services on an on-call basis.

Their inspection services encompassed a range of critical operations, including overseeing cold milling operations, conducting grading inspections, monitoring asphalt lay-down procedures, accurately measuring quantities, tracking time and materials work, and designing and installing sub drain systems on the streets to address issues related to natural spring water. Additionally, their testing services involved conducting asphalt compaction tests, performing asphalt coring to assess pavement quality, and conducting laboratory testing of asphalt samples to ensure compliance with quality standards. Through our expertise and diligence, Merrell Johnson contributed significantly to the project's success by ensuring that all materials and construction processes met the necessary specifications and standards for durability, safety, and performance.

CLIENT
City of Big Bear Lake

CONTRACT AMOUNT
$48,000

DATES OF SERVICE
02/2022 - 10/2023

SERVICES
Quality Control Inspection
Materials Testing and
Inspection

CLIENT REFERENCE
Sean Sullivan
Director of Public Works
[email protected]
909-866-5831 Ext. 113
CITY OF BIG BEAR LAKE FY 22-23

STREET REHABILITATION
City of Big Bear Lake, CA

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 28 CLIENT
City of Monrovia

CONTRACT AMOUNT
$286,000

DATES OF SERVICE
10/2021 - 03/2022

SERVICES
Construction Management
Quality Control Inspection
Materials Testing

CLIENT REFERENCE
Alex Tachiki
Director of Public Works
[email protected]
626-932-5553
The City of Monrovia undertook a crucial fl ood
damage repair project following the aftermath
of the 2020 Bobcat Fire and subsequent rainfall
in December 2020.

The combination of the wildfi re and heavy rainfall
resulted in signifi cant erosion, debris fl ows, and
compromised infrastructure, posing serious threats
to public safety and property. The project's primary
objective was to restore and reinforce the damaged
infrastructure, including roads, drainage systems,
and watercourses, to mitigate the risk of fl ooding
and erosion in affected areas. Through thorough
planning and collaboration with various stakeholders,
the Merrell Johnson team implemented a range of
remedial measures—such as debris basin maintenance,
sediment removal, slope stabilization, and channel
enhancements—to fortify vulnerable areas and protect
city residents and properties from future fl ood events.

By addressing the dual challenges of wildfi re damage
and fl ood risk, the City of Monrovia demonstrated its
commitment to enhancing community resilience and
safeguarding against natural disasters.

Merrell Johnson conducted a comprehensive project
site assessment, engineering, and inspection for fl ood damage repairs in the park area. This encompassed
tasks such as removing boulders, trees, and sediment
from natural fl ow areas, reconstructing slopes, replacing damaged utilities, rebuilding roads and retaining walls, and addressing all essential elements to restore the
park. Additionally, services included thorough daily
documentation, both written and photographic, of crews, equipment, work in progress, completed tasks, and other necessary reporting as required by FEMA to assist the
city effectively.

CANYON PARK FLOOD DAMAGE REPAIRS

INSPECTION AND DOCUMENTATION
City of Monrovia, CA

EXPERIENCE AND REFERENCES

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 29 CLIENT
City of Monrovia

CONTRACT AMOUNT
$14,000

DATES OF SERVICE
09/2021 - 02/2022

SERVICES
Construction Management
Quality Control Inspection
Materials Testing

CLIENT REFERENCE
Alex Tachiki
Director of Public Works
[email protected]
626-932-5553
The Monrovia Safe Routes to School initiative
was a vital construction project focusing on
improving safety and accessibility for students
and pedestrians traveling to the city's schools.

The project involved constructing sidewalks, crosswalks, bike lanes, and other pedestrian-friendly infrastructure near schools, along with traffic-calming measures to
reduce congestion and promote active transportation.

Through community engagement, the project aimed to
create safer routes that encourage walking and biking,
ultimately fostering healthier and more connected
neighborhoods.

Merrell Johnson implemented project phasing to
maintain uninterrupted traffic flow during school dropoff and pick-up times, prioritizing the safety of children, parents, and school staff. This approach ensured a
seamless construction process while school activities
were ongoing, enhancing overall efficiency and safety
throughout the life of the project.

During the construction phase, Merrell Johnson also
played a crucial role in materials testing and inspection, which encompassed concrete sampling, ADA ramp and
path-of-travel inspection, asphalt compaction testing and lay-down inspection, striping and signage inspection,
quantity tracking, submittal review, RFI responses,
coordination assistance between the contractor and
school, as well as punch-list and project close-out
services.

MONROVIA SAFE ROUTES TO SCHOOL
City of Monrovia, CA

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 30 EXPERIENCE AND REFERENCES

FORT IRWIN REPLACEMENT HOSPITAL
Fort Irwin, CA
CLIENT
Turner Construction Co. +
US Army Corps of Engineers

PROJECT VALUE
$211M

DATES OF SERVICE
2013 - 2017

SERVICES
Quality Control Inspection
Materials Testing

CLIENT REFERENCE
Robert Mullen
CQC Manager
[email protected]
714-861-0156
Fort Irwin Replacement Hospital replaced
Weed Army Community Hospital, and marked
a significant milestone in the United States
Department of Defense commitment to
delivering world-class healthcare to all service
members and their families.

Merrell Johnson Companies worked in partnership with
Turner Construction and the Army Corp of Engineers to
provide all quality control inspection and testing services for the $211M Replacement Hospital project at Fort
Irwin, CA. Inspections included geotechnical oversight
during foundation preparation for the structure,
structural concrete, structural masonry, and structural steel inspections, as well as fireproofing application
inspections needing during construction.

The project is the first of its kind, combining LEED
Platinum requirements along with a Net Zero energy
consumption and a Net Zero carbon foot print. This
project includes a 2.0Ms solar field, a 550,000-gallon
water storage tank, underground sewage storage
capacity of 475,000 gallons, and 50,000 gallons of
diesel fuel storage which allows the facility to continue to operate for more than two weeks should all utility
services be severed to the Army base. It will be the first healthcare facility in the Department of Defense to
achieve LEED Platinum status.

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 31 CLIENT
Silverstrand Construction

PROJECT VALUE
$15M

PROJECT COMPLETION
2023

SERVICES
Quality Control Inspection
Materials and Testing

CLIENT REFERENCE
Silverstrand Construction
10065 Old Grove Rd. Ste. 200
San Diego, CA. 92131
858-444-0698
The 24-hour Exchange Express project
represents a significant step in more than $22M
in facility upgrades focusing on quality-of-life
improvements at the remote Fort Irwin location.

This one-of-a-kind facility offers nearly 13,000 square feet of retail space, including a quick-serve restaurant, a Class Six, expanded Snack Avenue, convenience goods, a food truck
plaza with outdoor seating, and 28 gas pumps.

Merrell Johnson conducted the subsurface investigation
of the site to assess the preexisting soils condtions
underlying the proposed development. Undisturbed and
bulk samples of the soils encountered were collected and delivered to MJG’s laboratory for testing including; grain size analysis, in-place density, laboratory compaction, direct shear, corrosion potential, and R-Value.

MJG provided Silverstrand Construction with a
Geotechnical Investigation Report that furnished details on the field procedures utilized, results of laboratory testing, soils identified, groundwater depths, seismic
parameters, suitability of material for engineered fill, recommendations for grading and earthwork, and
foundation and pavement design. In accompaniment
with the field investigation, MJG performed infiltration testing utilizing the double-ring infiltrometer method. A separate Infiltration Test Report was compiled, containing details on the testing executed and the results thereof.

This information was essential in evaluating the suitability of the proposed location for the retention basin.

FORT IRWIN 24-HOUR EXCHANGE EXPRESS
Fort Irwin, CA

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 32 GREEN TREE LIBRARY GEOTECHNICAL INVESTIGATION

AND REPORTING SERVICES
City of Victorville, CA
CLIENT
City of Victorville

CONTRACT AMOUNT
$11,600

DATES OF SERVICE
08/2023 - 10/2023

SERVICES
Quality Control Inspection
Materials Testing

CLIENT REFERENCE
Eddie Gleason
Facilities Manager
[email protected]
760-955-5256
The City of Victorville initiated a redesign of the
Green Tree Clubhouse to incorporate a cityoperated library while also accommodating an existing pro shop and bar and snack area.

Merrell Johnson provided set-up services prior to
performing the subsurface investigation, including
reviewing as-built drawings of existing underground
utilities, plotting boring locations for city approval, conducting a site visit and marking boring locations
with the assistance of the city, verifying drill rig access, and notifying Underground Service Alert to clear boring locations of any conflict with existing underground utilities.

Merrell Johnson also performed the subsurface
investigation to evaluate the existing soil conditions
underlying the proposed building addition, collected
undisturbed and bulk samples of soils, and conducted
laboratory testing. The provided Geotechnical Investigation Report included: field procedures used in the investigation, materials encountered during the investigation, depth
to groundwater, water infiltration rates, site-specific geologic hazards, seismic parameters for structural
design, laboratory test results, suitability of on-site material for engineered fill, remedial grading and earthwork
recommendations, shrinkage and subsidence coefficients, excavatability of site soils, soil allowable bearing capacity, shallow foundation design, lateral earth pressures,
foundation subgrade preparation recommendations, and
geotechnical parameters for slab design and construction recommendations.

OUR EXPERIENCE

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 33 CITY OF VICTORVILLE WELLNESS CENTER
City of Victorville, CA
CLIENT
City of Victorville

CONTRACT AMOUNT
$14,000

DATES OF SERVICE
11/2020 - 12/2020

SERVICES
Materials Testing and
Inspection

CLIENT REFERENCE
Scott Webb
City Planner
[email protected]
760-955-5135
The City of Victorville, in partnership with
LifeArk and the Illumination Foundation,
developed a wellness and recuperative
complex, including a Navigation Center,
Recuperative Care Center, and Permanent
Supportive Housing. The facility plays a critical
role in helping sheltered and unsheltered
individuals stabilize and rebuild their lives.

Merrell Johnson conducted the subsurface investigation
of the 3.96-acre site to assess the preexisting soils
conditions underlying the proposed development.

Undisturbed and bulk samples of the soils encountered
were collected and delivered to MJG’s laboratory for
testing including; grain size analysis, in-place density, laboratory compaction, direct shear, corrosion potential, and R-Value.

MJG provided the City with a Geotechnical Investigation Report that furnished details on the field procedures
utilized, results of laboratory testing, soils identified, groundwater depths, seismic parameters, suitability
of material for engineered fill, recommendations for
grading and earthwork, and foundation and pavement
design. In accompaniment with the field investigation,
MJG performed infiltration testing utilizing the doublering infiltrometer method. A separate Infiltration Test Report was compiled, containing details on the testing
executed and the results thereof. This information was
essential in evaluating the suitability of the proposed location for the retention basin.

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 34 EXPERIENCE AND REFERENCES

LEAK AT MARIPOSA ROAD AND MESA STREET
Hesperia, CA
CLIENT
Mojave Water Agency

CONTRACT AMOUNT
$64,000

DATES OF SERVICE
01/2024 - 04/2024

SERVICES
Construction Management
Quality Control Inspection
Materials Testing

CLIENT REFERENCE
Dang Khoa Bui, EIT
[email protected]
760- 946-7068
MJ provided essential support to MWA in
addressing and repairing a significant water
main leak in Hesperia, CA. Our team played
a critical role throughout the repair process,
ensuring that all work was conducted efficiently
and in compliance with the necessary standards.

MJ played a crucial role in the initial stages of the repair by visiting the site to assess and inspect the extent of the damage and to determine the appropriate course of
action and providing detailed recommendations for the
necessary repairs.

Our materials testing and inspection staff contributed
significantly throughout the repair process. We performed comprehensive welding inspections and non-destructive
testing (NDT) during pipe repairs, and conducted
observation and soil density testing of trench backfill.

Our laboratory staff performed testing of aggregate base material to ensure compliance with contract specifications and quality requirements.

Through our thorough and professional approach, Merrell Johnson ensured the successful and timely resolution of the water main leak, maintaining high standards of quality at every step of the process.

Geotechnical Engineering, Materials Testing and Special Inspection www.merrelljohnson.com | 760-256-2068 35 MAGNOLIA AVENUE WATER IMPROVEMENTS
City of Monrovia, CA
The Magnolia Avenue Water Improvements
project was a capital improvement project
initiative aimed at enhancing water capacity
to support fire and water services for two new
condominium developments in south Monrovia.

The scope of work included the removal of the existing
water main, upsizing and replacement of the new main,
installation of fire hydrants, blow-off assemblies, air vacuum assemblies, water service upgrades, as well as
direct boring and encasement of the new water main
beneath the Los Angeles Metro Rail.

Merrell Johnson Companies was responsible for the overall design and construction management of the project,
which encompassed contract procurement, submittal
reviews, responding to Requests for Information (RFIs), conducting field inspections, monitoring hydrostatic and bacteriological testing, preparing as-built drawings, and overseeing project closeout.

CLIENT
City of Monrovia

CONTRACT AMOUNT
$67,500

DATES OF SERVICE
12/2019 - 12/2022

SERVICES
Construction Management
Quality Control Inspection
Engineering (Civil) Design
Materials Testing

CLIENT REFERENCE
Alex Tachiki
Director of Public Works
[email protected]
626-932-5553