Calimesa City Council
September 21, 2026

CITY COUNCIL MEETING
Agenda Report
Agenda Item No. 12.

SUBJECT: Public Hearing – Mesa Verde Specific Plan Area 2 Amendment 2 Project - A request by Mesa Verde Owners, LLC for Approval of Environmental Assessment 25-3 (EA 25-3), Environmental Assessment 25-4 (EA 25-4), Ordinance No. 424 for Development Agreement 26-20 (DA 25-4), General Plan Amendment 23-1 (GPA 23-1), Ordinance No. 425 for Specific Plan Amendment 23-1 (SPA 23-1), Zone Change 23-1 (ZC 23-1), Tentative Tract Map 33931 Revision 2 (TTM33931), Tentative Tract Map 39086 through 39091 (TTM 39086 through 39091), Development Plan Review 24-6 through 24-11 (DPR 24-6 through DPR 24-11), Conditional Use Permit 24-5 through 24-10 (CUP 24-5 through CUP 24-10), and the Mesa Verde Business Park Master Sign Program
MEETING DATE: September 21, 2026
PREPARED BY: Kelly Lucia, Community Development Director RECOMMENDATION:

That the City Council:

1. Adopt CC Resolution 2026-53 - Approving Environmental Assessment 23-02, certifying a Subsequent Environmental Impact Report and Mitigation Monitoring and Reporting Program for the Mesa Verde Specific Plan Project (SCH# 2004071045), and Environmental Assessment 25-3, approving a Consistency Checklist for the Mesa Verde implementing projects.

2. Conduct first reading of Ordinance No. 424 by title only - Development Agreement 25-4, a Development Agreement by and between the City of Calimesa and Mesa Verde Owners, LLC for the Mesa Verde Specific Plan Project.

3. Adopt CC Resolution 2026-54 - Approving the second revision to Tentative Tract Map 33931, the subdivision of 1,463.1 acres into 114 lots consistent with the boundaries of the Mesa Verde Specific Plan Area 2, Amendment 2 including public streets and easements for utilities and ingress/egress.

4. Adopt CC Resolution 2026-55 - Approving General Plan Amendment 23-1, modifying the General Plan to: (1) change Figure LU-1, Land Use Map, to reflect the new land use designation changes; (2) change Figure TM-1, Circulation Map, to reflect the new roadway configuration and categorization changes; (3) change Figure OSPR-1, Existing Public Parks and Open Space

Areas, to reflect the new public parks; (4) change Figure OSPR-2, Trails Master Plan, to reflect the new trails system; (5) change Figure SAF-1, Fault Zones, to indicate that the fault depicted within the Mesa Verde Specific Plan area has been determined to be inactive pursuant to geotechnical studies performed on-site, (6) change Figure SAF-7, Evacuation Routes, to show evacuation routes from the Mesa Verde Specific Plan area along County Line Road, Sandalwood Drive and Roberts Road and (7) update references to the “Mesa Verde Estates” Specific Plan to reflect “Mesa Verde” (the Specific Plan Amendment).

5. Conduct first reading of Ordinance No. 425 by title only for Specific Plan Amendment 23-01 and Zone Change 23-01, amending the previously approved 2017 Specific Plan for the 1,463.1- acre property to provide for the orderly development of a property through compliance with site-specific development standards that are consistent with the intent and policies of the General Plan.

6. Adopt CC Resolution 2026-56 - Approving Tentative Tract Map 39086, subdividing approximately 17.1 acres into 112 single-family residential lots with a density of 6.5 dus/ac within Planning Area 13; Tentative Tract Map 39087, subdividing approximately 19.5 acres into 76 single-family residential lots with a density of 3.9 dus/ac within Planning Area 14; Tentative Tract Map 39088, approximately 16.6 acres into 84 single-family residential lots with a density of 5.0 dus/ac within Planning Area 15; Tentative Tract Map 39089, approximately 15.9 acres into 84 single-family residential lots with a density of 5.3 dus/ac within Planning Area 16; Tentative Tract Map 39090, approximately 10.7 acres into 60 single-family residential lots with a density of 5.6 dus/ac within Planning Area 18; Tentative Tract Map 39091, approximately 21.4 acres into 133 single-family residential lots with a density of 6.2 dus/ac within Planning Area 19.

7. Adopt CC Resolution 2026-57 - Approving Development Plan Review 24-06 and Conditional Use Permit 24-05, for proposed industrial development consisting of an approximately 717,230 square foot warehouse facility building; Development Plan Review 24-07 and Conditional Use Permit 24-06, for proposed industrial development consisting of an approximately 702,120 square foot warehouse facility building; Development Plan Review 24-08 and Conditional Use Permit 24-07, for proposed industrial development consisting of an approximately 700,150 square foot warehouse facility building; Development Plan Review 24-09 and Conditional Use Permit 24-08, for proposed industrial development consisting of an approximately 717,600 square foot warehouse facility building; Development Plan Review 24-10 and Conditional Use Permit 24-09, for proposed industrial development consisting of an approximately 614,300 square foot warehouse facility building; Development Plan Review 24-11 and Conditional Use Permit 24-10, for proposed industrial development consisting of an approximately 654,400 square foot warehouse facility building; and the Mesa Verde Business Park Master Sign Program for Planning Areas 2 and 4 through 8, as an component of Development Plan Review Nos. 24-06 through 24-11.

BACKGROUND:

Entitlement History
Canyon Oaks Specific Plan - 1985
The project area was first entitled in 1985 when a project called the “Canyon Oaks Specific

Plan” was adopted by the Riverside County Board of Supervisors. The Canyon Oaks project was an entirely residential project, with lot sizes ranging from approximately 7,200 square feet to several acres. The plan included about 1,280 residential lots, and covered most, but not all, of the property covered by the current Mesa Verde project.

FIGURE 1 - CANYON OAKS SPECIFIC PLAN (1985 APPROVAL)
Oak Valley Specific Plan - 1988 On October 6, 1988, the Oak Valley Specific Plan 216 was approved and EIR 229 was certified by the Riverside County Board of Supervisors. That plan included 6,405.5 acres, and had 13,000 residential units with varying densities from Low (.4- 2 dwelling units per acre) to Very High (14-20 dwelling units per acre). Also included was 560 acres of business park, 434 acres of commercial, 837 acres of golf courses, 1,574 acres of open space, along with schools and parks and other uses.

FIGURE 2 - OAK VALLEY SPECIFIC PLAN (1988 APPROVAL)
Oak Valley Specific Plan Amendment 216A1 was approved by the Board of Supervisors on April 10, 1990, for Planning Areas 1 and 9 of the Specific Plan. This amendment modified land uses that are currently in the City of Beaumont, and included standards for a planned golf/recreation-oriented master planned community including single-family and multifamily residential dwelling units, commercial, recreational, and community uses; and related infrastructure.

When the City of Calimesa was incorporated in 1990, the City Council incorporated the northern two-thirds of the old “Oak Valley” Specific Plan into its boundaries, and renamed the Specific Plan to “Oak Valley SP 1.” The proposed Project by Oak Mesa Investors, LLC includes the northerly half of the SP1 with the remaining southerly half being developed by SunCal Communities as the Summerwind Ranch Specific Plan. It should be noted that the portion of the “Oak Valley SP 1” that now comprises the Mesa Verde Specific Plan had the following land uses: 3,458 residential units in Low, Medium, Medium High, and Very High densities; 191 acres of open space, 428 acres of golf course uses, 60 acres of parks, 45 acres of schools, and approximately 374,000 square feet of commercial uses.

After the approval of Oak Valley Specific Plan 216 and 216A, the City of Beaumont annexed the portion of the Specific Plan east of Interstate 10 into the City. On August 14, 2001, the County of Riverside Board of Supervisors approved Oak Valley Specific Plan 318 and certified EIR 418 on approximately 1,747.9 acres of the Oak Valley Specific Plan 216 and 216A located on the west side of Interstate 10, to the south of the Calimesa city limits. Specific Plan 318 provided

for the development of up to 4,367 residential dwelling units, 53 acres of commercial development, 796 acres for institutional and open space, a golf course, and 52 acres for roadway purposes.

Subsequent to the adoption of Oak Valley SP1 by the City, a lawsuit was filed on the portions of the Oak Valley Specific Plan 318 resulting in a settlement agreement. Terms of the agreement provided an opportunity for the Western Riverside County Regional Conservation Authority (RCA) to purchase of a portion of the Oak Valley SP1 site for open space purposes and an option for the purchase of additional lands for similar open space purposes.

Mesa Verde Estates Specific Plan - 2007
In October of 2007, the City adopted the Mesa Verde Estates Specific Plan as proposed by Fiesta Development (Resolution No. 2007-61, Oak Valley Specific Plan Amendment SPA 04-03,) and certified a Final Environmental Impact Report (Resolution No. 2007-59, FEIR SCH No. 2004071045). The Mesa Verde Estates Specific Plan permitted the development of a mixed-use residential and commercial project on 1,493 acres with the following generalized land uses:
3,850 residential units in varying densities from 4,000 square foot minimum lot size to 10,000 square feet minimum lot size, 61.82 acres of mixed use commercial / residential uses, and 542.3 acres of open space.

FIGURE 3 - MESA VERDE ESTATES SPECIFIC PLAN (2007 APPROVAL) Fiesta Development ultimately lost the property to foreclosure during the economic recession, and Sandalwood Road was partially constructed from 7th Street west of I-10 to the previously constructed Mesa View Middle School.

Mesa Verde Specific Plan - 2017
The 2017 Specific Plan modified the approved specific plan to allow for the development of 3,650 residential units, 250,000 square feet of commercial space, 46.5 acres of mixed-use space, 519 acres of open space, 47.9 acres of public parks, 8.2 acres of private recreation, 23.1 miles of trails, 87.5 acres of roads, 2 elementary school sites, and no middle school site. The 2017 Specific Plan removed the middle school site because the Yucaipa-Calimesa Joint Unified School District built the Mesa View Middle School adjacent to the northeast of the Project site in August 2009. None of the 2017 Specific Plan components have been implemented to date.

FIGURE 4 - MESA VERDE SPECIFIC PLAN (2017 APPROVAL)
DISCUSSION:

Planning Commission recommendation
On August 10, 2026, the Planning Commission conducted a public hearing, received public testimony, and recommended that the City Council approve the proposed project. (Yes votes:
3, No votes: 1, Absence: 1). See Attachment H to review the executed Planning Commission resolutions recommending approval of the project.

Project Overview
The Mesa Verde Specific Plan Area 2 Amendment 2 (Project), involves several entitlement applications that have been submitted for review and approval, as outlined below.

• The Environmental Assessment (EA 23-02) includes the certification of a Subsequent Environmental Impact Report (“SEIR”) (SCH No. 2004071045), which has been prepared in conformance with CEQA to ensure that the incremental environmental impact changes between the proposed Project and the 2017 Specific Plan are analyzed and considered and that all feasible and reasonable mitigation measures or alternatives are implemented to reduce the identified significant impacts. The Environmental Assessment (EA 25-3) includes a SEIR consistency checklist for twelve implementing projects (various TTMs, DPRs, and CUPs) totaling 323 acres within the Project. (Attachment A)
• The Development Agreement (DA 25-4) (Attachment B) is a development agreement between the City and Mesa Verde Owners, LLC to specify the respective development and financial obligations of both parties.
• The General Plan Amendment (GPA 23-01) (Attachment D) is required to change following figures in the General Plan: (1) change Figure LU-1, Land Use Map, to reflect the new land use designation changes; (2) change Figure TM-1, Circulation Map, to reflect the new roadway configuration and categorization changes; (3) change Figure OSPR-1, Existing Public Parks and Open Space Areas, to reflect the new public parks and open space areas; (4) change Figure OSPR-2, Trails Master Plan, to reflect the new trails system; (5) change Figure SAF-1, Fault Zones, to indicate that the fault depicted within the Mesa Verde Specific Plan area has been determined to be inactive pursuant to geotechnical studies performed on-site, (6) change Figure SAF-7, Evacuation Routes, to show evacuation routes from the Mesa Verde Specific Plan area along County Line Road, Sandalwood Drive and Roberts Road, and (7) update references to the “Mesa Verde Estates” Specific Plan to reflect the “Mesa Verde” Specific Plan and the associated proposed amendment.
• The Specific Plan Amendment (SPA 23-01)/Zone Change (ZC 23-01) (Attachment E) would replace the previously approved 2017 Specific Plan for the 1,463.1-acre property to provide for the orderly development of a property through compliance with sitespecific development standards that are consistent with the intent and policies of the General Plan.
• The application also includes seven Tentative Tract Maps (TTMs 33931 and 39086 through 39091)(Attachments C and F) proposing to subdivide the 1,463.1 acre Mesa Verde Specific Plan (MVSP) site into 114 lots consistent with the boundaries of the Mesa Verde Specific Plan Area 2, Amendment 2; TTM39086 proposing to subdivide approximately 17.1 acres into 112 single-family residential lots with a density of 6.5 dus/ac within Planning Area 13 of the specific plan; TTM39087 proposing to subdivide approximately 19.5 acres int 78 single-family residential lots with a density of 3.9 dus/ac within Planning Area 14 of the plan; TTM39088 proposing to subdivide approximately

16.6 acres into 84 single-family residential lots with a density of 5.0 dus/ac within Planning Area 15 of the plan; TTM39089 proposing to subdivide approximately 15.9 acres into 84 single-family residential lots with a density of 5.3 dus/ac within Planning Area 16 of the plan;, TTM39090 proposing to subdivide approximately 10.7 acres into 60 single-family residential lots with a density of 5.6 dus/ac within Planning Area 18 of

the plan and TTM39091 proposing to subdivide approximately 21.4 acres into 133 single-family residential lots with a density of 6.2 dus/ac within Planning Area 19 of the plan. Environmental Assessment (EA 23-02) and (EA 25-3) for the Mesa Verde Specific Plan Area 2 Amendment 2 Project Subsequent Environmental Impact Report and Consistency Checklist that analyzed the proposed Project in accordance with the California Environmental Quality Act (CEQA) (SCH # 2004071045). • The application includes six Development Plan Reviews (DPRs 24-06 through 24-11) and Conditional Use Permits (CUPs 24-05 through 24-10) (Attachment G) for six industrial buildings totaling approximately 4,105,800 gross square feet on approximately 222.91 gross acres that will be developed in four phases. The application also includes the Mesa Verde Business Park Master Sign Program, which establishes coordinated sign design criteria for the six Business Park developments and is proposed for approval as a component of the DPRs.

TABLE 1 - PROPOSED PROJECT COMPARISON TO 2017 MESA VERDE APPROVAL ENVIRONMENTAL ANALYSIS (EA 23-02) – Subsequent Environmental Impact Report (SEIR) (See Attachment A):

The environmental documents and all appendices are also available at the following location:
https://www.calimesa.gov/303/Mesa-Verde.

GPA 23-01, SPA 23-01/ZC 23-01, Tentative Tract Maps (TTMs 33931 and 39086 through 39091) including TTM 33931 Revision 2, Development Plan Reviews (DPRs 24-06 through 24-11) including the associated Mesa Verde Business Park Master Sign Program, Conditional Use Permits (CUPs 24-05 through 24-10) and DA 25-4 are collectively considered a “Project” pursuant to the California Environmental Quality Act, Public Resources Code Section 21000 et seq. and the State CEQA Guidelines, California Code of Regulations, Title 14, Section 15000 et seq. (collectively “CEQA”).

The City circulated a Notice of Preparation, establishing a public scoping period for the Project from May 10, 2024 through June 10, 2024 for the SEIR for the project and noticed the State Clearinghouse, related agencies, other government agencies and surrounding property owners within a 600-foot radius from the project site boundaries.

On May 30, 2024, a duly noticed scoping meeting was held regarding the preparation of the SEIR and to discuss and hear from the public on the potential environmental impacts. The scoping meeting was publicly noticed by a publication in a newspaper of general circulation, an agenda posting, and emailing/mailing surrounding property owners within a 600-foot radius from the Project site boundaries, at least ten (10) days prior to the public meeting.

The State mandated 45-day public review period for the draft SEIR took place from July 11, 2025 through August 25, 2025 and was publicly noticed in a newspaper of general circulation notice to owners within 600 feet of the Project site boundaries, related agencies and government agencies, and other interested parties, copies of the draft SEIR sent to the State Clearinghouse, an electronic copy placed on the City’s Planning Department web page and a copy placed at the City’s Planning Department public counter.

During the public review period, comments on the draft SEIR were received from numerous public, private, and tribal entities and individuals. The City, along with its CEQA consultant, Dudek, has prepared responses to each comment received during the public review period and has included those responses in the Final SEIR for the project.

The SEIR provided an analysis of the environmental impacts associated with the project and also provides for potential project alternatives. After the analysis was completed and all feasible mitigation measures were incorporated into the SEIR document, the project would result in less than significant impacts in all areas with the exception of Aesthetics, Air Quality, Greenhouse Gas Emissions and Noise, which each will have significant and unavoidable impacts as a result of the project. The City Council would therefore be required to adopt a Statement of Overriding Considerations finding that these impacts are outweighed by the Project benefits before they could approve the Project.

Revisions to the Draft and Final SEIR
The Final SEIR includes revisions and clarifications to the Draft SEIR as a result of responses to comments on the Draft SEIR and others that are necessary to address internal inconsistencies and/or correct non-substantive errors. Pursuant to CEQA Guidelines Section 15088.5, a lead

agency is required to recirculate an EIR when significant new information is added to the EIR after public notice is given of the availability of the draft EIR but before certification. Significant new information can include a disclosure showing that a new significant environmental impact would result from the project or from a new mitigation measure proposed to be implemented, a substantial increase in the severity of an environmental impact, a feasible project alternative or mitigation measure considerably different from others previously analyzed would clearly lessen the environmental impacts of the project (but the project’s proponents decline to adopt it), or the draft EIR was so fundamentally and basically inadequate and conclusory in nature that meaningful public review and comment were precluded.

The first iteration of the Final SEIR (dated January 2026) was posted on the City’s website prior to the August 10, 2026, Planning Commission hearing. Since that time, the Final SEIR has been revised to reflect minor design changes related to proposed off-site improvements to County Line Road. In the Draft SEIR and the January 2026 version of the Final SEIR, Chapter 3, Project Description stated that improvements along County Line Road would consist of a 48-foot curbto-curb roadway with 12-foot travel lanes in each direction, one 12-foot center turn lane, and 6-foot bicycle lanes on each side, as well as unpaved right of way on either side of the curb (see Section 3.5.1.1, Circulation on p. 3-17 of the SEIR). However, through the drafting of the Amended and Restated Development Agreement by and Between the City of Calimesa and Mesa Verde Owner, LLC for the Mesa Verde Project and Conditions of Approval between the City and the Project Applicant, the design of the proposed County Line Road extension has been refined with minor changes to the pavement width and design through the detailed engineering design process.

Specifically, the proposed pavement width and design along County Line Road would remain as described in the Draft SEIR along the off-site segment from the Project site boundary to approximately West County Line Lane, except for the addition of fully paved sidewalks (as opposed to unpaved pedestrian right-of-way). East of West County Line Lane, the roadway would transition to a 38-foot curb-to-curb roadway (consisting of 14-foot shared bicycle/vehicle travel lanes in each direction and a 10-foot center turn lane) plus 5-foot paved sidewalks and additional unpaved right-of-way on either side of the roadway. A figure showing the proposed roadway width along County Line Road (and the existing 60-to-80-foot public right-of-way boundary) is included as Exhibit E of the Amended and Restated Development Agreement by and Between the City of Calimesa and Mesa Verde Owner, LLC for the Mesa Verde Project, which was provided as part of the August 10, 2026, Planning Commission Meeting Agenda Packet. The figure (with annotations) is also provided as Figure 5 below for City Council's review. Although the Amended Development Agreement was included in Planning Commission hearing packet, the details related to minor design changes along County Line Road were not captured in the text revisions made to the Draft SEIR. Thus, the “Revised” Final SEIR and this staff report incorporate these changes and is provided to the decision makers for review prior to the September 21, 2026, City Council hearing.

Figure 5 - West County Line Road - Roadway Improvements within Existing Right of Way The changes in paved roadway width and other minor design variations regarding pedestrian and bicycle improvements do not materially alter the analysis provided in the Draft SEIR.

Consistent with the discussions throughout the Draft SEIR, all off-site County Line Road improvements would occur within the existing 60-to-80-foot public right-of-way and would include one lane in each direction, a center turn lane, and bicycle and pedestrian amenities.

The revisions made to the Draft SEIR and January 2026 version of the Final SEIR as part of the “Revised” Final SEIR do not constitute significant new information requiring recirculation of the SEIR as defined in CEQA Guidelines Section 15088.5. No new significant environmental impacts or a substantial increase in the severity of environmental impacts would occur from these revisions.

The SEIR (Draft and "Revised" Final), all appendices, the associated Mitigation Monitoring and Reporting Program, Findings of Fact and Statement of Overriding Considerations for those significant and unavoidable impacts are provided as Attachment A.

ENVIRONMENTAL ANALYSIS (EA 25-3) – Consistency Checklist (See Attachment A):

DPRs 24-06 through 24-11, CUPs 24-05 through 24-10, the associated Master Sign Program, and TTMs 39086 through 39091 including TTM 33931 Revision 2 are implementing projects within the Mesa Verde Specific Plan Area 2 Amendment 2. However, these projects were not directly analyzed in the scope of the SEIR, as discussed above. Therefore, pursuant to CEQA Guidelines Section 15168(c), a Consistency Checklist (checklist) was prepared to evaluate whether the potential environmental effects of the implementing projects were adequately addressed in the SEIR. The checklist also evaluates the implementing projects to determine if there are specific effects that were not analyzed in the SEIR and/or would not be addressed by uniformly applied development policies or standards previously adopted by the City, pursuant to CEQA Guidelines Section 15183. As analyzed in the checklist, there are no peculiar

circumstances applicable to the implementing projects that were not addressed in the SEIR and no substantial changes are proposed that would require major revisions to the SEIR. The proposed implementing projects may therefore rely upon the SEIR without additional CEQA analysis.

The Consistency Checklist has been provided for the City Council's consideration as Attachment A.

DEVELOPMENT AGREEMENT (ORDINANCE NO. 424 FOR DA 25-4) – (See Attachment B) An applicant may propose that the City consider entering into a development agreement pursuant to Government Code Section 6586, et seq. and Calimesa Municipal Code Chapter

18.85. Development Agreements may be in the City’s best interest when construction of a project will be constructed in phases over a several-year period, is a large-scale development, occupies substantial acreage, or requires long-term certainty on the part of the developer and the City. The City Council reserves the sole right to determine whether a development agreement is appropriate and in the best interest of the City for a specific development project. See Summary of Development Agreement terms below.

TABLE 2 - DEVELOPMENT AGREEMENT SUMMARY
Subject Proposed Term Agreement
Reference
Parties and
property
Agreement between the City of Calimesa and Mesa Verde
Owner, LLC concerning approximately 1,492.4 acres within the Mesa Verde Specific Plan.

Recitals B
and H; §§

3.C-3.D
and 12.C
Effective date The agreement becomes effective on the effective date of the City ordinance approving the agreement. The date will be confirmed through an Operating Memorandum.
§ 3.A
Initial term Fifteen years from the Effective Date, unless earlier terminated, modified, or extended in accordance with the agreement.
§ 3.B
Term
extensions
Two separate five-year extensions are available if the
applicable development milestones in Exhibit F are satisfied and no uncured material Developer default exists at the end § 3.B;
Exhibit F

of the initial term or first extension. If the requirements for both extensions are met during the initial term, the
Developer may apply for both extensions concurrently.

Extension
milestones
The first extension is tied to specified residential or industrial development, payment, and park-design
milestones. The second extension is tied to additional
residential or industrial development and payment
milestones. Each extension requires a $125,000 Extension Community Benefit Contribution.
§ 6.C;
Exhibit F
Vested
development
rights
The Developer receives a vested right to develop the
property in accordance with the agreement, applicable landuse regulations in effect on the Effective Date, the Development Approvals, and any Subsequent Development
Approvals. Vested matters include permitted uses, density and intensity, rate and timing of development, building height and size, and applicable design and improvement
standards.
§§ 4.A-4.B
Timing and
phasing
Subject to the agreement, Development Approvals, SEIR,
MMRP, and other applicable laws, the Developer may
determine the order, rate, timing, and phasing of
development during the term. The agreement does not
obligate the Developer to construct the project.
§§ 4.G-4.H
City's reserved
authority
The City retains authority to apply regulations that do not conflict with the Development Approvals or agreement;
processing fees; procedural regulations; applicable building, fire, health, and safety codes; generally applicable taxes, assessments, nuisance regulations, and business
regulations; and federal, state, county, and multijurisdictional requirements. § 4.I
Development
Impact Fees
The Development is subject to City Development Impact Fee categories adopted before the Effective Date, but the
Developer has no vested right to existing fee rates.

Applicable fees are generally paid at the rate in effect when the building permit is issued. Deed-restricted inclusionary units are exempt from City Development Impact Fees.
§§ 5.B(1)
and 5.B(4);
Exhibit D

General
Government
Facilities DIF
prepayment
Nonrefundable $3 million prepayment, due at the earlier of 18 months after the Effective Date or issuance of the first grading permit. The payment is credited against the
applicable General Government Facilities DIF obligation. § 5.B(2)
Streets and
Traffic Facilities
DIF
prepayment
Nonrefundable $15 million prepayment: $1 million by the first grading permit; $4 million by the first certificate of occupancy in Business Park Phase 1; $5 million by the first certificate of occupancy in Business Park Phase 2; and $5 million by the first certificate of occupancy in Residential Phase 3. Payments are credited against the applicable
Streets and Traffic Facilities DIF obligation.
§ 5.B(3)
Inclusionary
housing
Five percent of the Development's residential units, totaling 183 units, must be restricted to low-income households. The obligation must be addressed with the first discretionary application in Planning Areas 9 through 12. The units may be developed as a single project of at least 183 units in
Planning Area 9 or 10 or distributed among Planning Areas 9 through 12. Construction may not be deferred to later
phases.
§ 5.C
Base
Development
Agreement
contribution
$500,000 Community Benefit Contribution for the initial 15- year term: $200,000 following expiration or favorable
resolution of applicable challenge periods; $200,000 by the 18-month anniversary of the Effective Date; and $100,000 by the third anniversary.
§ 6.B
Residential
contribution
Community Benefit Contribution payable with each singlefamily residential building permit: $500 per unit for Units 1- 730; $550 for Units 731-1,460; $600 for Units 1,461-2,190; $650 for Units 2,191-2,920; and $700 for each unit after Unit 2,920. Deed-restricted inclusionary units are exempt.
§ 6.D
Business Park
contribution
Community Benefit Contribution of $1.50 per square foot for each industrial building, payable at certificate of occupancy. Medical, educational, and professional office uses in Planning Area 3 are exempt. Industrial development in Planning Area 3 is subject to a $3.00-per-square-foot contribution, including a qualifying change from an exempt § 6.E

use within five years after initial occupancy.

Other
community
benefits
$50,000 for a Tribal Cultural Landscape Study, due within 90 days after the Effective Date; $3 million for off-site park or open-space acquisition or development, due before the
second Business Park industrial certificate of occupancy; and $250,000 for a City welcome sign, due upon the earlier of the specified roundabout-completion or second-industrialbuilding occupancy trigger. §§ 6.F-6.H
City land
dedication
The first final subdivision map must include an irrevocable offer to dedicate approximately 5.3 acres in Planning Area 56 to the City at no cost for public-facility purposes. § 6.I
County Line
Road and
emergency
access
The Developer must improve County Line Road from County Line Lane to the Development boundary before the first
residential certificate of occupancy. Emergency access must be established before the first building permit; permanent emergency access via Live Oak Canyon Road is required
before occupancy of the 200th residential unit, full
improvement of that emergency access road to all-weather emergency roadway required prior to phase 3.
§§ 5.D(2)-

5.D(3);
Exhibit E
Sandalwood/I10 InterchangeThe Developer is responsible for the specified Caltrans processing, right-of-way, design, and construction costs. The City will act as lead agency. Eligible costs may receive TUMF credits, and certain costs exceeding the Development's fair share may be reimbursed only from funds actually collected from other benefiting developments within the specified 10- year period.
§ 5.D(4);
Exhibit H
County Line
Road/I-10
Interchange
The Developer must pay $492,000 toward interim traffic
signals before issuance of any certificate of occupancy and is responsible for specified processing, right-of-way, and construction costs for ultimate improvements, subject to eligible TUMF credits.
§ 5.D(5);
Exhibit I
Roberts Road The Developer must contribute 50 percent of the actual bridge cost upon the earliest of: occupancy of the second § 6.J;

Bridge industrial building in Business Park Phase 2; issuance of the 2,000th residential building permit; or commencement of bridge construction. The contribution is credited against the Streets and Traffic Facilities DIF obligation.

Exhibit J
TUMF and
MSHCP
TUMF is generally due at certificate of occupancy at the rate then in effect. Eligible improvements may receive credits subject to WRCOG requirements and an approved credit
agreement. MSHCP fees are due at the rate in effect when each construction permit is issued, subject to any credits authorized by the Regional Conservation Authority.
§§ 5.K-5.L
Public services
and
maintenance
The Developer must initiate annexation into the City's Public Services CFD within 12 months and complete annexation
before the first certificate of occupancy. The Developer or its successors must fund operation and maintenance of
Public Improvements as assigned by the Specific Plan.
§§ 5.G and

5.I
Transfers and
assignments
Transfers generally require completion and City acceptance of applicable Public Improvements unless the City consents.

A transferee must assume the applicable obligations and, where required, demonstrate sufficient experience and
financial capacity and provide replacement improvement
security.
§ 3.E
Compliance
review and
default
The City and Developer must conduct a compliance review at least annually. Monetary defaults generally have a 10-day cure period; nonmonetary defaults generally have a 30-day cure period, subject to additional time where cure is timely commenced and diligently pursued.
§§ 8.A-8.D
and 9.A9.B
IndemnificationThe Developer must defend and indemnify the City against specified claims associated with the Development,
prevailing-wage claims, and third-party challenges to the agreement and project approvals. These obligations survive expiration or termination.
§ 7
GENERAL PLAN AMENDMENT (GPA 23-01) (See Attachment D):

General Plan Amendment 23-01 would amend the General Plan by modifying the City’s General

Plan as follows (See Figures 6-17 below):

1. Modify Figure LU-1, Land Use Map, to reflect the new land use designation changes;

2. Modify Figure TM-1, Circulation Map, to reflect the new roadway configuration and categorization changes;

3. Modify Figure OSPR-1, Existing Public Parks and Open Space Areas, to reflect the new public parks;

4. Modify Figure OSPR-2, Trails Master Plan, to reflect the new trails system; and

5. Modify Figure SAF-1, Fault Zones, to indicate that the fault depicted within the Mesa Verde Specific Plan area has been determined to be inactive pursuant to geotechnical studies performed on-site;

6. Modify Figure SAF-7, Evacuation Routes, to show evacuation routes from the Mesa Verde Specific Plan area along County Line Road, Sandalwood Drive and Roberts Road

7. Update references to the “Mesa Verde Estates” Specific Plan to reflect the “Mesa Verde” Specific Plan Amendment.

FIGURE 6 - EXISTING LAND USE AND ZONING

FIGURE 7 - PROPOSED LAND USE AND ZONING
FIGURE 8 - EXISTING TM-1 - CIRCULATION MAP

FIGURE 9 - PROPOSED TM-1 - CIRCULATION MAP
FIGURE 10 - EXISTING OSPR-1 – EXISTING PUBLIC PARKS AND OPEN SPACE

FIGURE 11 - PROPOSED OSPR-1 – EXISTING PUBLIC PARKS AND OPEN SPACE FIGURE 12 - EXISTING OSPR-2 – TRAILS MASTER PLAN

FIGURE 13 - PROPOSED OSPR-2 – TRAILS MASTER PLAN
FIGURE 14 - EXISTING SAF-1 – FAULT ZONES

FIGURE 15 - PROPOSED SAF-1 – FAULT ZONES
FIGURE 16 - EXISTING SAF-7 – EVACUATION ROUTES

FIGURE 17 - PROPOSED SAF-7 – EVACUATION ROUTES
SPECIFIC PLAN AMENDMENT (ORDINANCE NO. 425 FOR SPA 23-01/Zone Change 23-01 – MESA VERDE SPECIFIC PLAN AREA 2 AMENDMENT 2 (See Attachment E):

The proposed specific plan is available here:
https://www.calimesa.gov/Archive.aspx?ADID=456
Ordinance No. 425 for SPA 23-01 and ZC 23-01 replaces the 2017 Specific Plan for the 1,463.1- acre property to provide for the orderly development of the property through compliance with site-specific development standards that are consistent with the intent and policies of the General Plan. The amendment updates the land use plan, goals, objectives, development standards, and design guidelines from those included in the 2017 Specific Plan. More specifically, the amendment proposes the following (See Figures 18-20 below):

1. A decrease in the number of lots designated as Low Residential, Low Medium Residential and Medium Residential;

2. An increase in the number of lots designated as Medium High Residential and Multifamily/High Density Residential;

3. Elimination of the Very Low Residential land use designation;

4. A decrease in the number of acres for mixed use and school uses;

5. An increase in the number of acres for business park, commercial, public works/fire

station, lift station, water tank, open space, public parks, private recreation, basin and road uses;

6. Revision to the roadway classification for Street B (from Street E to Street D) from Collector to Divided Collector;

7. Revision to the roadway classification for Street D (from Street A to Street B) from Collector to Divided Collector;

8. Revision to the roadway classification for Street F from Divided Collector to Collector;

9. Revision to the roadway classification for 7th Street from Modified Collector to Local;

10. Revision to the roadway classification for Roberts Road (from North of Sandalwood Drive to 7th Street) from Modified Secondary to Local;

11. Modification to Figure OSPR-1, Existing Public Parks and Open Space Areas, to reflect the new public parks;

12. Modification to Figure OSPR-2, Trails Master Plan, to reflect the new trails system; and

13. Updates to references to the “Mesa Verde Estates” Specific Plan to reflect the “Mesa Verde” Specific Plan.

FIGURE 18 - EXISTING MESA VERDE SPECIFIC PLAN AREA 2 AMENDMENT 2 LAND USE PLAN

FIGURE 19 - PROPOSED MESA VERDE SPECIFIC PLAN AREA 2 AMENDMENT 2 LAND USE PLAN FIGURE 20 - PROPOSED PHASING PLAN
OVERALL SUBDIVISION MAP - TENTATIVE TRACT MAP (TTM 33931) REVISION 2 (See Attachment C):

Tentative Tract Map Revision 2 (“TTM 33931 R2”) would subdivide 1463.1 acres into 114 lots consistent with the boundaries of the proposed Mesa Verde Specific Plan Area 2 Amendment 2 including public streets and easements for utilities and ingress/egress. (See Figure 21 below.)

FIGURE 21 - TENTATIVE TRACT MAP 33931 REVISION 2

COUNTY LINE ROAD ACCESS
The 2007 and 2017 versions of the specific plan and tentative tract map specified that County Line Road would be gated and locked, with access provided only for emergency ingress/egress.

The project as proposed would utilize County Line Road as the primary residential access point due to fire history in the area, the project's location within a Very High Fire Severity Zone (See Figure 22 below), and good traffic engineering principles.

FIGURE 22 - FIRE HAZARD SEVERITY ZONE MAP
PARKS

The Project as proposed includes nine parks - seven public parks and two private parks/HOA recreation centers. Park locations are shown in dark green on Figure 23 below.

FIGURE 23 - PUBLIC AND PRIVATE PARK LOCATIONS.

MESA VERDE SPECIFIC PLAN PARK MILESTONES
Park design, construction commencement, and delivery to the City for public use (or HOA use, respectively) are tied to the building permit and certificate of occupancy milestones specified in Attachment C of the staff report.

PUBLIC PARKS - PLANNING AREAS 53, 54, 55, 113, 48, 49 AND 50 Conceptual designs for various public park planning areas are provided below. For additional information and to review all of the concept plans, see Section 4 of the proposed Mesa Verde Specific Plan.

FIGURE 24 - PLANNING AREA 55 CONCEPTUAL DESIGN

FIGURE 25 - PLANNING AREA 54 CONCEPTUAL DESIGN

FIGURE 26 - PLANNING AREA 53 CONCEPTUAL DESIGN
PRIVATE PARKS/RECREATION - PLANNING AREAS 47 AND 48
The two private parks/HOA recreation areas are located in the north central portion of the project.

FIGURE 27 - PRIVATE PARKS VICINITY MAP

FIGURE 28 - PLANNING AREA 47 PRIVATE PARK/REC CONCEPTUAL DESIGN

FIGURE 29 - PLANNING AREA 48 PRIVATE PARK/REC CONCEPTUAL DESIGN

IMPLEMENTING PROJECTS
As previously discussed, the applicant is requesting concurrent approval of twelve projects that implement the specific plan amendment. The implementing projects include subdivision applications for six residential planning areas and business park site plan/architectural approvals for six business park planning areas, as described below.

Implementing Projects — Residential Planning Areas 13, 14, 15, 16, 18, and 19 The requested approvals for the first six residential planning areas include subdivision of approximately 100 acres into 549 residential lots. The six subdivision maps are Tentative Tract Maps 39086 through 39091. The request does not include approval of architecture, landscaping, or precise grading for individual homesites. Development Plan Review(s) approved

at a public hearing of the Planning Commission will be required at a later date. It is anticipated that Development Plan Review application(s) will be processed by merchant homebuilder(s) who are expected to purchase tentative tract map(s) described below.

PLANNING AREA 13 (PA13) - TENTATIVE TRACT MAP 39086 (See Attachment F):

Tentative Tract Map (“TTM 39086”) would subdivide approximately 17.1 acres into 112 singlefamily residential lots with a density of 6.5 DUs/ac within Planning Area 13 of the MVSP including public streets and easements for utilities and ingress/egress. (See Figures 30 and 31 below.)
FIGURE 30 - TTM 39086 VICINITY MAP

FIGURE 31 - TENTATIVE TRACT MAP 39086
PLANNING AREA 14 (PA14) - TENTATIVE TRACT MAP 39087 (See Attachment F):

Tentative Tract Map (“TTM 39087”) would subdivide approximately 19.5 acres into 76 singlefamily residential lots with a density of 3.9 DUs/ac within Planning Area 14 of the MVSP including public streets and easements for utilities and ingress/egress. (See Figures 32 and 33 below.)

FIGURE 32 - TTM 39087 VICINITY MAP
FIGURE 33 - TENTATIVE TRACT MAP 39087

PLANNING AREA 15 (PA15) - TENTATIVE TRACT MAP 39088 (See Attachment F):

Tentative Tract Map (“TTM 39088”) would subdivide approximately 16.6 acres into 84 singlefamily residential lots with a density of 5.0 DUs/ac within Planning Area 15 of the MVSP including public streets and easements for utilities and ingress/egress. (See Figures 34 and 35 below).

FIGURE 34 - TTM 39088 VICINITY MAP

FIGURE 35 - TENTATIVE TRACT MAP 39088
PLANNING AREA 16 (PA16) - TENTATIVE TRACT MAP 39089 (See Attachment F):

Tentative Tract Map (“TTM 39089”) would subdivide approximately 15.9 acres into 84 singlefamily residential lots with a density of 5.3 DUs/ac within Planning Area 16 of the MVSP including public streets and easements for utilities and ingress/egress. (See Figures 36 and 37 below.)

FIGURE 36 - TTM 39089 VICINITY MAP

FIGURE 37 - TENTATIVE TRACT MAP 39089
PLANNING AREA 18 (PA18) - TENTATIVE TRACT MAP 39090 (See Attachment F):

Tentative Tract Map (“TTM 39090”) would subdivide approximately 10.7 acres into 60 singlefamily residential lots with a density of 5.6 DUs/ac within Planning Area 18 of the MVSP including public streets and easements for utilities and ingress/egress. (See Figures 38 and 39 below.)

FIGURE 38 - TTM 39090 VICINITY MAP

FIGURE 39 - TENTATIVE TRACT MAP 39090
PLANNING AREA 19 (PA19) - TENTATIVE TRACT MAP 39091 (See Attachment F):

Tentative Tract Map (“TTM 39091”) would subdivide approximately 21.4 acres into 133 singlefamily residential lots with a density of 6.2 DUs/ac within Planning Area 19 of the MVSP including public streets and easements for utilities and ingress/egress. (See Figures 40 and 41 below.)

FIGURE 40 - TTM 39091 VICINITY MAP

FIGURE 41 - TENTATIVE TRACT MAP 39091
Implementing Projects — Business Park Planning Areas 2, 4, 6, 7, and 8 The full Business Park plan sets are attached to the staff report as Attachment G and are also available for review here: https://www.calimesa.gov/Archive.aspx?AMID=61 The requested actions include approval of business park site plans and conditional use permits resulting in approximately 4,133,800 square feet of warehouse building area within planning areas 2, 4, 5, 6, 7, and 8 totaling approximately 223 acres. (See Figures 42 and 43 Below).

FIGURE 42 — OVERALL BUSINESS PARK SITE PLAN - PLANNING AREAS 2, 4 THROUGH 8 FIGURE 43 - BUSINESS PARK PHASING SITE PLAN
PLANNING AREA 2 (PA 2) - DEVELOPMENT PLAN REVIEW (DPR 24-06) AND CONDITIONAL USE PERMIT (CUP 24-05) (See Attachment G)
Design review and conditional use permit for proposed industrial development consisting of an approximately 717,230 gross square foot warehouse facility building inclusive of 689,230 square feet of warehouse space, 14,000 square feet of office space, a 14,000 square foot mezzanine, 99 loading dock doors and related site improvements to be located on an approximately 53.91 gross-acre site within Planning Area 2 of the Mesa Verde Specific Plan Area 2 (“PA2”), Amendment 2 (portions of APNs 413-040-017, 411-210-028, 413-200-040, 413- 200-044 and 413-160-011). The PA2 building will be constructed in the third phase of the MVSP Business Park development.

Associated improvements to the Project site would include, without limitation, screen walls,

fences, 436 passenger parking stalls, 255 trailer parking spaces, vehicle circulation aisles, truck courts, employee break area with shade structure, utility infrastructure, landscaping, exterior lighting and signage.

The Project is a speculative facility, meaning no tenants are, yet, identified. However, typical building users are anticipated to operate high cube warehouses which is allowable within PA2 of the proposed MVSP. The tenants may operate 24/7/365.

The site plan is laid out in such a way that there is convenient access provided to anticipated users, while avoiding an overbearing presence when the area is viewed from the street, inclusive of a landscaped buffer proposed between the PA2 building and Sandalwood Drive as well as Roberts Road. There is one entrance along Sandalwood Drive to the PA2 Building project area located in the northwestern portion of the project area and one entrance along Roberts Road located in the southeastern portion of the project area. Both vehicle and truck access will occur at both entrances. In addition, entrance into the truck court area from both entrances would be secured through the use of metal sliding gates anchored by concrete tilt up walls. Ample parking is laid out such that it is proximate to the main building entrances.

Landscaping is used to lessen the visual impacts from the surrounding streets with walls, landscaping and topography providing a significant buffer to surrounding areas adjacent to PA2. Eight-foot-high screen walls would be located in the southern portion of the PA2 Building project area, at the trailer parking area. Although, much of the area south of the PA2 project area is open space, the screen walls would provide additional screening of portions of the subject site from any future development that may occur south of the project area. The balance of the walls and fencing at the PA2 project site would include 6’ high tubular steel fencing at the detention basin locations in the southern and eastern portions of the project area. (See Figures 44 and 45 below.)
The architectural character of the Project is consistent with the architectural theme proposed for the MVSP and the associated design guidelines through the use of a modern industrial architectural style, characterized by tilt-up concrete construction and subtle color banding. To the extent possible, large wall planes are avoided by providing offsets, details and the use of color and other ornamental architectural features. Building entries and office areas create building focal points with the use of varied massing, wall plane offsets, window glazing and mullions, canopies, colors, and other architectural features.

FIGURE 44 - PA2 SITE PLAN

FIGURE 45 - PA2 ELEVATIONS
PLANNING AREA 4 (PA4) - DEVELOPMENT PLAN REVIEW (DPR 24-07) AND CONDITIONAL USE PERMIT (CUP 24-06) (Attachment G)
Design review and conditional use permit for proposed industrial development consisting of an approximately 702,120 gross square foot warehouse facility building inclusive of 688,120 square feet of warehouse space, 14,000 square feet of office space, 107 loading dock doors and related site improvements to be located on an approximately 37.68 gross-acre site within Planning Area 4 (“PA4”) (portions of APNs 413-040-017 and 413-160-011). The PA4 building will be constructed in the first phase of the MVSP Business Park development.

Associated improvements to the Project site would include, without limitation, screen walls, fences, 405 passenger parking stalls, 151 trailer parking spaces, vehicle circulation aisles, truck courts, employee break area with shade structure, utility infrastructure, landscaping, exterior lighting and signage. (See Figures 46 and 47 below).

The Project is a speculative facility, meaning no tenants are yet identified, however typical building users are anticipated to operate high cube warehouses which is allowable within PA4 of the proposed MVSP. The tenants may operate 24/7/365.

FIGURE 46 - PA4 SITE PLAN

FIGURE 47 - PA4 Elevations
The site plan is laid out in such a way that there is convenient access provided to anticipated users, while avoiding an overbearing presence when the area is viewed from the street, inclusive of a landscaped buffer proposed between the PA4 building and Streets “J” and “K” of the MVSP. There are two entrances along Street “J” to the PA4 building project area located in the southern portion of the project area and two entrances along Street “K” located in the northern portion of the project area. Both vehicle and truck access will occur at all entrances.

In addition, entrance into each of the truck court areas, which flank the eastern and western sides of the building, would be secured through the use of metal sliding gates anchored by concrete tilt up walls. Ample parking is laid out such that it is proximate to the main building entrances. Landscaping is used to lessen the visual impacts from the surrounding streets with walls and landscaping providing a significant buffer to surrounding areas adjacent to PA4.

Eight-foot-high screen walls would be located along portions of the eastern PA4 boundary, at the trailer parking area in order to screen the trailer parking and dock doors from potential future development of adjacent Planning Area 3 (“PA3”) which is not proposed for development at this time. The balance of the walls and fencing at the PA4 project site would

include 8’ high tubular steel fencing located along the western property line, separating the PA4 project area from the adjacent Planning Area 5 development which is a part of the overall MVSP Project.

The architectural character of the Project is consistent with the architectural theme proposed for the MVSP and the associated design guidelines through the use of a modern industrial architectural style, characterized by tilt-up concrete construction and subtle color banding. To the extent possible, large wall planes are avoided by providing offsets, details and the use of color and other ornamental architectural features. Building entries and office areas create building focal points with the use of varied massing, wall plane offsets, window glazing and mullions, canopies, colors, and other architectural features.

PLANNING AREA 5 (PA5) - DEVELOPMENT PLAN REVIEW (DPR 24-08) AND CONDITIONAL USE PERMIT (CUP 24-07) (See Attachment G)
Design review and conditional use permit for proposed industrial development consisting of an approximately 700,150 gross square foot warehouse facility building inclusive of 686,150 square feet of warehouse space, 14,000 square feet of office space, 128 loading dock doors and related site improvements to be located on an approximately 34.49 gross-acre site within Planning Area 5 (“PA5”) (portions of APNs 413-040-017 and 413-160-011). The PA5 building will be constructed in the third phase of the MVSP Business Park development.

Associated improvements to the Project site would include, but not be limited to, screen walls, fences, 494 passenger parking stalls, 153 trailer parking spaces, vehicle circulation aisles, truck courts, employee break area with shade structure, utility infrastructure, landscaping, exterior lighting and signage.

The Project is a speculative facility, meaning no tenants are yet identified, however typical building users are anticipated to operate high cube warehouses which is allowable within PA5 of the proposed MVSP. The tenants may operate 24/7/365.

The PA5 site plan is laid out in such a way that there is convenient access provided to anticipated users, while avoiding an overbearing presence when the area is viewed from the street, inclusive of a landscaped buffer proposed between the PA5 building and Street “K”. The MVSP’s Planning Area 61 (“PA61”) (designated as Public Facilities) is located between the PA5 project area and Street “J” of the MVSP. There are two entrances along Street “J” to the PA5 building project area located in the southern portion of the project area and two entrances along Street “K” located in the northern portion of the project area. Both vehicle and truck access will occur at both entrances. In addition, entrance into the truck court area from both entrances would be secured through the use of metal sliding gates anchored by concrete tilt up walls. Ample parking is laid out such that it is proximate to the main building entrances.

Landscaping is used to lessen the visual impacts from the surrounding streets with walls and landscaping providing a significant buffer to surrounding areas adjacent to PA5. Eight-foot-high tubular steel fencing would be located along the eastern and western boundaries of the project area, at the trailer parking providing separation from the adjacent developments in Planning

Areas 4 and 6 of the MVSP, which are proposed for development under the overall project. The balance of the walls and fencing at the PA5 project area would include 6’ high tubular steel at the detention basin located in the southern portion of the project area. (See Figures 48 and 49 below.)
FIGURE 48 - PA5 SITE PLAN

FIGURE 49 - PA5 ELEVATIONS
The architectural character of the Project is consistent with the architectural theme proposed for the MVSP and the associated design guidelines through the use of a modern industrial architectural style, characterized by tilt-up concrete construction and subtle color banding. To the extent possible, large wall planes are avoided by providing offsets, details and the use of color and other ornamental architectural features. Building entries and office areas create building focal points with the use of varied massing, wall plane offsets, window glazing and mullions, canopies, colors, and other architectural features.

PLANNING AREA 6 (PA6) - DEVELOPMENT PLAN REVIEW (DPR 24-09) AND CONDITIONAL USE PERMIT (CUP 24-08) (See Attachment G)
Design review and conditional use permit for proposed industrial development consisting of an approximately 717,600 square foot warehouse facility building inclusive of 689,600 square feet of warehouse space, 14,000 square feet of office space, a 14,000 square foot mezzanine, 142 loading dock doors and related site improvements to be located on an approximately 37.46 gross-acre site within Planning Area 6 (“PA6”) (portions of APNs 413-040-017 and 413-160-

011). The PA6 building will be constructed in the second phase of the MVSP Business Park development.

Associated improvements to the Project site would include, but not be limited to, screen walls, fences, 474 passenger parking stalls, 164 trailer parking spaces, vehicle circulation aisles, truck courts, employee break area with shade structure, utility infrastructure, landscaping, exterior lighting and signage.

The Project is a speculative facility, meaning no tenants are, yet, identified, however typical building users are anticipated to operate high cube warehouses which is allowable within PA6 of the proposed MVSP. The tenants may operate 24/7/365.

The site plan is laid out in such a way that there is convenient access provided to anticipated users, while avoiding an overbearing presence when the area is viewed from the street, inclusive of a landscaped buffer proposed between the PA6 building and Streets “J,” “K,” and “L” of the MVSP. There are two entrances along Street “J,” located in the southern portion of the project area, one along Street “K,” located in the northern portion of the area and one along Street “L,” located in the western portion of the area. Both vehicle and truck trailer access will occur at each entry point. In addition, entrance into the truck court areas from both entrances would be secured through the use of metal sliding gates anchored by concrete tilt up walls. Ample parking is laid out such that it is proximate to the main building entrances.

Landscaping is used to lessen the visual impacts from the surrounding streets with walls and landscaping providing a significant buffer to surrounding areas adjacent to PA6. Eight-foot-high concrete screen walls would be located along the western boundary of the project area while a combination of eight-foot-high concrete tilt-up walls and tubular steel fencing would be located along the eastern boundary, at the trailer parking areas. The balance of the walls and fencing at the PA2 project site would include 6’ high tubular steel at the detention basins located along Street “K” at the northern portion of the project area. (See Figures 50 and 51 below.)
The architectural character of the Project is consistent with the architectural theme proposed for the MVSP and the associated design guidelines through the use of a modern industrial architectural style, characterized by tilt-up concrete construction and subtle color banding. To the extent possible, large wall planes are avoided by providing offsets, details and the use of color and other ornamental architectural features. Building entries and office areas create building focal points with the use of varied massing, wall plane offsets, window glazing and mullions, canopies, colors, and other architectural features.

FIGURE 50 - PA6 SITE PLAN

FIGURE 51 - PA6 ELEVATIONS
PLANNING AREA 7 (PA7) - DEVELOPMENT PLAN REVIEW (DPR 24-10) AND CONDITIONAL USE PERMIT (CUP 24-09) (See Attachment G)
Design review and conditional use permit for proposed industrial development consisting of an approximately 614,300 gross square foot warehouse facility building inclusive of 600,300 square feet of warehouse space, 14,000 square feet of office space, a 14,000 square foot mezzanine, 88 loading dock doors and related site improvements to be located on an approximately 32.06 gross-acre site within Planning Area 7 (“PA7”) (portions of APNs 413-160- 011 and 413-040-020). The PA7 building will be constructed in the second phase of the MVSP Business Park development. (See Figures 52 and 53 below).

FIGURE 52 - PA7 SITE PLAN

FIGURE 53 - PA7 ELEVATIONS
PLANNING AREA 8 (PA8) - DEVELOPMENT PLAN REVIEW (DPR 24-11) AND CONDITIONAL USE PERMIT (CUP 24-10) (See Attachment G)
Design review and conditional use permit for proposed industrial development consisting of an approximately 654,400 gross square foot warehouse facility building inclusive of 640,400 square feet of warehouse space, 14,000 square feet of office space, a 14,000 square foot mezzanine, 87 loading dock doors and related site improvements to be located on an approximately 27.31 gross-acre site within Planning Area 8 (“PA8”) (portions of APNs 413-040- 020 and 413-040-018). The PA8 building will be constructed in the third phase of the MVSP Business Park development.

Associated improvements to the Project site would include, without limitation, screen walls, fences, 386 passenger parking stalls, 144 trailer parking spaces, vehicle circulation aisles, truck courts, employee break area with shade structure, utility infrastructure, landscaping, exterior lighting and signage. (See Figures 54 and 55 below).

The Project is a speculative facility, meaning no tenants are yet identified. However, typical

building users are anticipated to operate high cube warehouses, which is allowable within PA8 of the proposed MVSP. The tenants may operate 24/7/365.

FIGURE 54 - PA8 SITE PLAN

FIGURE 55 - PA8 ELEVATIONS
The site plan is laid out in such a way that there is convenient access provided to anticipated users, while avoiding an overbearing presence when the area is viewed from the street, inclusive of a landscaped buffer proposed between the PA8 building and Street “L.” There are two entrances along Street “L” located at the northern and southern ends of the eastern project area boundary. Both vehicle and truck trailer access will occur at both entrances. In addition, entrance into the truck court area from both entrances would be secured through the use of metal sliding gates anchored by concrete tilt up walls. Ample parking is laid out such that it is proximate to the main building entrances. Landscaping is used to lessen the visual impacts from the surrounding streets with walls and landscaping providing a significant buffer to surrounding areas adjacent to PA8. Eight-foot-high tubular steel fencing would be located along the northern, southern and western portions of the PA8 project area, at the trailer parking areas. The balance of the walls and fencing at the PA8 project site would include an up to 40-foot mechanically stabilized earth (MSE) retaining wall along portions of the western boundary of the area. (See Figure 56 below).

The architectural character of the Project is consistent with the architectural theme proposed for the MVSP and the associated design guidelines through the use of a modern industrial architectural style, characterized by tilt-up concrete construction and subtle color banding. To the extent possible, large wall planes are avoided by providing offsets, details and the use of color and other ornamental architectural features. Building entries and office areas create building focal points with the use of varied massing, wall plane offsets, window glazing and mullions, canopies, colors, and other architectural features. The proposed MSE wall would include an interlocking paver design and is located in an area that is adjacent Planning Area 93 (“PA93”) of the MVSP, which is designated as a Natural Open Space area. The MSE wall would be located approximately 1,500 feet from Street “B” of the MVSP; therefore, the wall’s visibility from the roadway would be minimal.

FIGURE 56 - PA8 MSE WALL EXAMPLE PHOTO
MESA VERDE BUSINESS PARK MASTER SIGN PROGRAM (See Attachment G) The full sign program is provided as Attachment G and is also available here:
https://www.calimesa.gov/Archive.aspx?ADID=498.

In conjunction with Development Plan Review Nos. 24-06 through 24-11, the Applicant submitted the Mesa Verde Business Park Master Sign Program, dated January 13, 2026. The Master Sign Program applies to the industrial developments within Planning Areas 2 and 4 through 8 and establishes coordinated standards for tenant monument signs, roadway directional signs, regulatory signs, internal directional signs, and tenant wall signs. (See Figures 57-60 below).

A master sign program is required because the Business Park includes more than three proposed signs and constitutes a large industrial park exceeding 25 acres. Pursuant to Calimesa Municipal Code Sections 18.50.030(A)(1)(b), 18.50.050(G), and 18.50.170, a master sign program submitted with a discretionary land use application may be reviewed by the authority responsible for the associated application through the applicable discretionary review procedure. Accordingly, the Master Sign Program is being considered with the six DPRs rather

than through a separate minor development plan review.

The Master Sign Program integrates signage with the architecture and landscaping of the Business Park through a coordinated palette of Cor-ten steel, bronze-colored sign cabinets, gabion elements, dimensional lettering, and compatible illumination. The consistent sign types, materials, colors, mounting methods, and illumination provide visual continuity among Planning Areas 2 and 4 through 8 and support tenant identification, address identification, parking and loading information, vehicular direction, and regulatory information. The coordinated wayfinding system will assist employees, visitors, delivery vehicles, and emergency responders while reducing driver confusion and unnecessary sign proliferation.

The Master Sign Program is consistent with the purposes and design standards of Chapter

18.50 of the Calimesa Municipal Code because the signage is coordinated with the scale, architecture, colors, materials, and landscaping of the Business Park and provides an orderly and aesthetically unified sign system. Approval of the Master Sign Program establishes the governing design criteria for permanent Project signage; it does not constitute issuance of an individual sign, building, or electrical permit. Each sign must substantially conform to the approved Master Sign Program and obtain all permits required by the Municipal Code and applicable building and electrical codes before installation.

FIGURE 57 - BUSINESS PARK SIGN PROGRAM SITE PLAN

FIGURE 58 - BUSINESS PARK TENANT MONUMENT SIGN

FIGURE 59 - BUSINESS PARK DIRECTIONAL SIGNAGE

FIGURE 60 - BUSINESS PARK TENANT WALL SIGNAGE
Yucaipa Valley Water District Service (See Attachment H).

On July 7, 2026, the Yucaipa Valley Water District (YVWD) issued a Preliminary Project Service Evaluation for Tentative Tract Map No. 33931 and the Mesa Verde Specific Plan. YVWD identifies itself as the proposed provider of drinking water, recycled water, and sewer service and states that the development is within its service area. The evaluation may be used to support recordation of the project map; however, it does not authorize building permits or constitute a vested right, guarantee, or commitment to provide water or sewer service. The evaluation expires on July 7, 2027, unless the applicant and YVWD execute a separate Development Agreement before that date.

Preliminary requirements identified by YVWD include:
• Extension of drinking-water, recycled-water, and sewer infrastructure both on-site and off-site;
• Multiple connections to the existing drinking-water and recycled-water systems within each applicable pressure zone;
• Coordination and potential cost participation in joint infrastructure serving Mesa Verde, Summerwind, and the Oak Valley Town Center;
• Submittal of utility, plumbing, irrigation, demand, and fixture-unit information sufficient to determine infrastructure needs, meter sizes, and facility-capacity charges; • Coordination of water and sewer facilities with drainage basins, storm drains, utilities, easements, walls, slopes, and other improvements;
• Potential construction of sewer lift stations due to site topography and relocation of YVWD Lift Station No. 3, including provisions for temporary sewer service during the relocation;
• Use of recycled water for all phases of construction; • Confirmation that each parcel is directly adjacent to the YVWD infrastructure that will serve it; and
• Payment by the applicant of applicable infrastructure, permitting, annexation, plancheck, inspection, and service-related costs.

The final requirements will be established through subsequent engineering review and the

YVWD Development Agreement, which must be executed before issuance of any building permit. The applicant will be required to comply with the District’s then-current rules, design standards, construction standards, fees, and plan-check and inspection requirements.

The evaluation also addresses potential emergency access across YVWD’s wastewatertreatment-plant property. Any permanent emergency-access arrangement would require approval by the YVWD Board of Directors and a separate agreement addressing all-weather improvements, proportional reimbursement of prior access costs, and measures protecting District personnel and facilities. (See Figure 61 below).

FIGURE 61 - FUTURE EMERGENCY ROADWAY
Public Comments Received
All public comments received in response to the public hearing notice prior to posting of the agenda are attached here as Attachment I. Any additional public comment submitted after posting of the agenda will be made part of the administrative record and provided to the City Council for their consideration.

Responses to Public Comments Received
The applicant prepared responses to the public comments received. The responses are provided for review as Attachments J, K, and L.

Public Hearing Notifications
The public hearing notice, sign, and sign locations are provided as Attachments M and O.

FISCAL IMPACT:

The applicant submitted fiscal and economic analyses prepared by Kosmont Companies,

together with a separate development fee analysis. These studies were commissioned on behalf of the applicant and have not been independently prepared or audited by the City, although City staff has reviewed the analyses and generally found the assumptions used to be reasonable and conservative. The estimates should nonetheless be understood as planninglevel projections based on the development assumptions, service-cost methodology, and economic conditions used in those reports. In addition, City staff analyzed the impacts and costs of the project's inclusion into CFD 1. Staff combined the Kosmont analysis with that of the City's CFD 1 analysis to provide a comprehensive forecast.

The October 2023 fiscal analysis estimates that, with the inclusion of CFD 1 and at full buildout and stabilized occupancy, the project could generate approximately $21.5 million in annual City revenues and approximately $11.7 million in annual City expenditures, resulting in a projected net positive fiscal impact of approximately $9.8 million per year. The analysis attributes approximately $4.4 million of the projected net impact to the residential component and approximately $5.4 million to the industrial component.

The principal direct revenue sources identified in the analysis are property tax, property tax inlieu of motor vehicle license fees, and real property transfer tax associated with the anticipated increase in assessed valuation. At the assumed stabilized year, these sources account for approximately $14.0 million in annual revenue. CFD 1 revenue is estimated to be $5.4 million annually. These estimates depend on the assumed pace and value of development, occupancy levels, future property transfers, and the continuation of current tax allocation formulas.

Importantly, there is no sales tax revenue included in the projections from the industrial component. Point-of-sale sales tax from the industrial component would typically be generated by an e-commerce fulfillment center. If such a user were to occupy a site in the industrial planning area, it would likely result in significant additional revenues, over and above what is currently being projected from the project.

The project would also be subject to development impact fees and other required payments intended to address the capital facilities and infrastructure needed to serve the development.

The January 2025 draft fee analysis estimates approximately $78.9 million in gross City development impact fees before application of potential credits. The estimate includes fees for law enforcement, fire protection, streets and traffic facilities, storm drains, general government facilities, libraries, parkland, and community benefits. The final amount collected will depend on the development actually constructed, applicable fee rates at the time of payment, and the amount of any authorized credits or reimbursements. These revenues are generally restricted to eligible capital purposes and are not available to support ongoing General Fund operations.

The projected expenditures reflect the additional municipal services expected to be required by the project, including police and fire protection, public works, community development, engineering, animal control, and general administrative services. The analysis estimates these costs primarily by applying historical per-capita or service-population costs to the projected number of residents and employees. Employees are weighted at one-half of a resident for most service-demand calculations. The model also assumes that certain administrative functions can

absorb a portion of the additional workload through operating efficiencies, while police and fire costs are calculated without such a reduction. Actual staffing and contract-service costs will depend on future service levels, operational conditions, labor and contract costs, and City Council budget decisions.

The analysis also estimates indirect revenues associated with spending by future residents and employees at businesses elsewhere in Calimesa. At stabilization, it projects approximately $1.0 million annually in off-site sales and use tax revenue. This estimate assumes that the City would capture 50 percent of the taxable retail spending of project residents and includes estimated employee spending within the City. The analysis deducts a portion of spending expected to occur within the project area to reduce the potential for double counting.

The off-site sales tax estimate should be viewed cautiously. Actual revenue will depend on the availability and type of retail businesses in Calimesa, household purchasing patterns, the share of purchases made outside the City or online, and future changes in sales and use tax allocation. The analysis also assumes that the industrial uses will not generate locally allocated point-of-sale revenue. Any such revenue could increase the fiscal benefit, but no specific industrial tenants or taxable sales commitments are presently identified.

Additional indirect revenues identified in the analysis include franchise fees, transient occupancy taxes, fines and forfeitures, and miscellaneous governmental revenues associated with the increased population and employment base. The model also includes corresponding increases in City operating costs. These estimates are based largely on historical City revenues and expenditures and do not account for every potential change in service delivery, infrastructure maintenance, or organizational needs that may result from development of this scale.

A separate fiscal consideration is the required reconstruction of the Sandalwood Drive/I-10 interchange. Although the improvement is required primarily to serve the project and address project-generated traffic, it would also provide broader circulation, access, capacity, and safety benefits to existing residents, businesses, emergency responders, and the traveling public. The current estimated cost of the interchange improvement is approximately $100 million. The developer would be responsible for funding the improvement, subject to applicable Transportation Uniform Mitigation Fee credits. The project’s TUMF obligation is expected to be less than the total cost of the interchange, meaning the developer would be responsible for costs exceeding the available credits, subject to the final improvement scope and the terms of future agreements with the City, WRCOG, and Caltrans. The January 2025 fee analysis similarly anticipated that the developer-funded interchange cost would exceed the project’s estimated TUMF obligation.

Overall, the applicant’s fiscal analysis indicates that the project has the potential to produce a positive annual General Fund impact at buildout. However, the projected result is dependent on development occurring substantially as assumed, the industrial and residential components being completed and occupied, assessed values meeting projections, and future revenues

exceeding the actual cost of City services. Revenues and expenditures would occur incrementally over the anticipated buildout period and should be monitored as individual phases are developed. The City may also need to evaluate service levels, staffing, infrastructure maintenance obligations, and fiscal performance periodically as the project proceeds.

ATTACHMENTS:

1. Attachment A - CC Reso 2026-53 - EA-23-02 and EA-25

2. Attachment B - Ordinance 424 - with attached Development Agreement

3. Attachment C - Resolution 2026-54 TTM 33931 Revision 2

4. Attachment D - Resolution 2026-55 General Plan Amendment

5. Attachment E - Ordinance 425 - Specific Plan Amendment and Zone Change

6. Attachment F - Resolution 2026-56 - TTMs 39086 - 39091

7. Attachment G - Resolution 2026-57 - Business Park Development Plan Reviews and Conditional Use Permits

8. Attachment H - Planning Commission Resolutions_Executed

9. Attachment I - Public Comments Received in Response to Public Hearing Notice

10. Attachment J - Responses to Public Comments Received_Vol. I

11. Attachment K - Responses to Public Comments Received_Vol. II

12. Attachment L - Responses to Public Comments Received_Vol. III

13. Attachment M - Public Hearing Notice

14. Attachment O - Notice of Public Hearing Sign and Locations

15. Attachment P - Yucaipa Valley Water District Preliminary Service Evaluation Letter

RESOLUTION 2026-53

A RESOLUTION OF THE CALIMESA CITY COUNCIL APPROVING
ENVIRONMENTAL ASSESSMENT 23-02 (EA 23-02), CERTIFYING A

SUBSEQUENT ENVIRONMENTAL IMPACT REPORT (STATE
CLEARINGHOUSE NO. 2004071045) AND MITIGATION MONITORING AND REPORTING PROGRAM FOR GENERAL PLAN AMENDMENT 23-
01, SPECIFIC PLAN AMENDMENT 23-01/ZONE CHANGE 23-01, A
DEVELOPMENT AGREEMENT, AND TENATIVE TRACT MAP 33931-
REVISION 2, AND ENVIRONMENTAL ASSESSMENT 25-3 (EA 25-3), AN

ENVIRONMENTAL CONSISTENCY CHECKLIST, EVALUATING

WHETHER THE SUBSEQUENT ENVIRONMENTAL IMPACT REPORT

ADAQUETLY COVERED POTENTIAL ENVIRONMENTAL EFFECTS OF
IMPLEMENTING PROJECTS TENTATIVE TRACT MAP 39086
THROUGH 39091, MAJOR DEVELOPMENT PLAN REVIEW 24-06
THROUGH 24-11 AND CONDITIONAL USE PERMIT 24-05 THROUGH
24-10 AND ADOPTING CEQA FINDINGS IN SUPPORT THEREOF FOR AN APPROXIMATELY 1,436.1 ACRE PROPERTY LOCATED IN THE
NORTHWESTERN PORTION OF THE CITY, WEST OF INTERSTATE 10 (I-10) (APNs: 411-210-010, 411-210-028, 413-030-025, 413-040-013, 413- 040-017, 413-040-018, 413-040-020, 413-040-023, 413-160-011, 413-200- 003, 413-200-040, 413-200-042, 413-200-044, and 413-200-048) The City Council of the City of Calimesa hereby finds and determines that:

WHEREAS, Mesa Verde Owners, LLC (the “Applicant”) submitted an application to the City of Calimesa (“City”) for approval of an Environmental Assessment 23-02 (“EA 23-02”), certifying a Subsequent Environmental Impact Report and Mitigation Monitoring and Reporting Program for the Mesa Verde Specific Plan (“MVSP”) Project (SCH# 2004071045), and Environmental Assessment 25-3 (“EA 25-3”), approving a Consistency Checklist for the Mesa Verde implementing projects for approximately 1,436.1 acres of real property located in the northwestern portion of the City, west of Interstate 10 (APNs 411-210-010, 411-210-028, 413- 030-025, 413-040-013, 413-040-017, 413-040-018, 413-040-020, 413-040-023, 413-160-011, 413-200-003, 413-200-040, 413-200-042, 413-200-044, and 413-200-048); and WHEREAS, the Applicant has also requested approval of the following applications approvals, which along with EA 23-02 and EA 25-3 are referred to collectively herein as the “Project”:
(1) GPA 23-01 amends the City’s existing General Plan to (a) modify Figure LU-1, Land Use Map, to reflect the new land use designation changes; (b) modify Figure TM-1, Circulation Map, to reflect the new roadway configuration and categorization changes; (c) modify Figure OSPR-1, Existing Public Parks and Open Space Areas, to reflect the new public parks; (d) modify Figure OSPR-2, Trails Master Plan, to reflect the new trails system; (e) modify Figure SAF-1, Fault Zones to indicate that the fault depicted within the Mesa Verde Specific Plan area has been determined to be inactive pursuant to geotechnical studies performed on-site; (f) modify Figure SAF-7, Evacuation Routes to show evacuation routes from the Mesa Verde Specific Plan area along County Line Road, Sandalwood Drive and Roberts Road and (g) update

CC Resolution 2026-53
Environmental Assessments 23-02 and 25-3

references to the “Mesa Verde Estates” Specific Plan to reflect the Mesa Verde Specific Plan Amendment; and
(2) SPA 23-01 would replace the previously approved 2017 Specific Plan for the 1,463.1-acre property to provide for the orderly development of a property through compliance with site-specific development standards that are consistent with the intent and policies of the amended General Plan. ZC 23-01 proposes to modify the City’s official zoning map as it applies to the 1,436.1-acre project site including redistribution and development standards of the Residential, Commercial, Mixed-Use, Public/Quasi-Public Facilities, Open Space, Elementary Schools, and Calimesa Public works zone districts and creation of a new Business Park zone; and provision of updated development standards accordingly; and (3) DA 25-4 proposes an agreement between the City and the Applicant that specifies the respective development and financial obligations of both parties; and (4) DPR 24-6 and CUP 24-5 for Planning Area 2/Building 2 – Design review and conditional use permit for a proposed Business Park development consisting of an approximately 717,230 square foot warehouse facility building on approximately 53.91-gross acres within Planning Area 2 of the amended MVSP (portions of APNs 413-040-017, 411-210- 028, 413-200-040, 413-200-044 and 413-160-011); and
(5) DPR 24-7 and CUP 24-6 for Planning Area 4/Building 4 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately an approximately 702,120 square foot warehouse facility building on approximately 37.68-gross acres within Planning Area 4 of the amended MVSP (portions of APNs 413-040-017 and 413- 160-011); and
(6) DPR 24-8 and CUP 24-7 Planning Area 5/Building 5 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 700,150 square foot warehouse facility building on approximately 34.49-gross acres within Planning Area 5 of the amended MVSP (portions of APNs 413-040-017 and 413-160-011); and (7) DPR 24-9 and CUP 24-8 for Planning Area 6/Building 6 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 717,600 square foot warehouse facility building on approximately 37.46-gross acres within Planning Area 6 of the amended MVSP (portions of APNs 413-040-017 and 413-160-011); and (8) DPR 24-10 and CUP 24-9 for Planning Area 7/Building 7 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 614,300 square foot warehouse facility building on approximately 32.06-gross acres within Planning Area 7 of the amended MVSP (portions of APNs 413-160-011 and 413-040-020); and (9) DPR 24-11 and CUP 24-10 for Planning Area 8/Building 8 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 654,400 square foot warehouse facility building on approximately 27.31-gross acres within the amended MVSP (portions of APNs 413-040-020 and 413-040-018); and

CC Resolution 2026-53
Environmental Assessments 23-02 and 25-3

(10) TTM 33931 Rev 2 provides for the subdivision of property 1436-acres into 114 lots and public streets, including easements for utilities and ingress/egress, for finance and conveyance purposes; and
(11) TTM 39086 is a proposed tract map to subdivide approximately 17.1 acres into 112 single-family lots with a density of 6.5 DUs/ac within Planning Area 13 of the Mesa Verde Specific Plan; and
(12) TTM 39087 is a proposed parcel map to subdivide approximately 19.5 acres into 76 single-family lots with a density of 3.9 DUs/ac within Planning Area 14 of the Mesa Verde Specific Plan; and
(13) TTM 39088 is a proposed parcel map to subdivide approximately 16.6 acres into 84 single-family lots with a density of 5.0 DUs/ac within Planning Area 15 of the Mesa Verde Specific Plan; and
(14) TTM 39089 is a proposed parcel map to subdivide approximately 15.9 acres into 84 single-family lots with a density of 5.3 DUs/ac within Planning Area 16 of the Mesa Verde Specific Plan; and
(15) TTM 39090 is a proposed parcel map to subdivide approximately 10.7 acres into 60 single-family lots with a density of 5.6 DUs/ac within Planning Area 18 of the Mesa Verde Specific Plan; and
(16) TTM 39091 is a proposed parcel map to subdivide approximately 21.4 acres into 133 single-family lots with a density of 6.2 DUs/ac within Planning Area 19 of the Mesa Verde Specific Plan; and
WHEREAS, the Consistency Checklist and the associated Subsequent Environmental Impact Report for Project, provide an assessment of the environmental impacts associated with the project and have been prepared in accordance with CEQA; and WHEREAS, on May 10, 2024, the City of Calimesa publicly noticed its decision to prepare a subsequent environmental impact report (SEIR) for the Project by noticing the State Clearinghouse, related agencies, other government agencies and surrounding property owners within a 600-foot radius from the project site boundaries; and WHEREAS, on May 30, 2024, the City of Calimesa held a duly noticed public scoping meeting regarding the preparation of the SEIR to discuss and hear from the public on the potential environmental impacts, which meeting was publicly noticed by a publication in a newspaper of general circulation, an agenda posting, notice to surrounding property owners within a 600-foot radius from the Project site boundaries, at least ten (10) days prior to the public meeting; and
WHEREAS, between July 11, 2025 and August 25, 2025, the State-mandated 45-day public review period for the draft SEIR took effect, which was publicly noticed by a publication in a newspaper of general circulation, notice to owners within 600 feet of the Project site

CC Resolution 2026-53
Environmental Assessments 23-02 and 25-3

boundaries, related agencies and government agencies, and other interested parties, copies of the draft SEIR sent to the State Clearinghouse, an electronic copy placed on the City’s Planning Department web page and a copy placed at the City of Calimesa’s Planning Department public counter; and
WHEREAS, during the public review period, comments on the draft Subsequent EIR were received from the California Highway Patrol; State Water Resources Control Board; California Department of Conservation Geologic Energy Management Division; Santa Ana Regional Water Quality Control Board; California Department of Transportation; City of Yucaipa; Southern California Gas Company; Adams, Broadwell, Joseph, and Cardozo – Californians Allied for a Responsible Economy; Blum Collins and Ho – Golden State Environmental Justice Alliance; Agua Caliente Band of Cahuilla Indians – Tribal Historic Preservation Office; Morongo Band of Mission Indians – Tribal Historic Preservation Office; C.W. Hoefer ; Jonathan Baty; and WHEREAS, such comment and testimony were responded to through responses to comments as a part of the final SEIR and the response to comments were distributed to all public agencies that submitted comments on the draft SEIR at least 10 days prior to certification of the final SEIR in accordance with CEQA; and
WHEREAS, the draft SEIR for the Mesa Verde project, dated July 2025, and the revised final SEIR for the Mesa Verde project, dated September 2026, (both provided as Appendix A of this resolution), provide an assessment of the environmental impacts associated with the project and have been prepared in accordance with CEQA; and
WHEREAS, the City of Calimesa Planning Department on June 26, 2026, caused to be published a legal notice in the Yucaipa News Mirror, a local paper of general circulation, indicating the date, time and location of the Planning Commission public hearing on proposed EA 23-02 and EA 25-3, for the amended Mesa Verde Specific Plan and the associated implementing projects, and the Project entitlements in compliance with state law, and WHEREAS, not less than 20 days prior to the public hearing, the City also distributed copies of the Public Hearing Notice to servicing utilities, adjacent public agencies, Native American Tribes; and in addition, copies of the Notice were distributed via United States Postal Service (USPS) to local agencies, property owners within a 600-foot radius of the Project site in accordance with state law, and other interested parties; and the Public Hearing Notice was also posted on the City’s website, at City Hall, and at the Calimesa library, and five 6’x6’ public hearing signs were posted at conspicuous locations on the property; and WHEREAS, the Planning Commission held a duly noticed public hearing on August 10, 2026, on the proposed Subsequent EIR, Consistency Checklist and the Project, at which time all interested parties were given the opportunity to be heard and to present evidence, and after closing the public hearing, the Planning Commission approved PC Resolution 2026-18, recommending that the City Council approve the Project; and WHEREAS, the City of Calimesa Planning Department on August 28, 2026, caused to be published a legal notice in the Yucaipa News Mirror, a local paper of general circulation, indicating the date, time and location of the City Council public hearing on proposed EA 23-02

CC Resolution 2026-53
Environmental Assessments 23-02 and 25-3

and EA 25-3, for the amended Mesa Verde Specific Plan and the associated implementing projects, and the Project entitlements in compliance with state law, and WHEREAS, not less than 20 days prior to the public hearing, the City also distributed copies of the Public Hearing Notice to servicing utilities, adjacent public agencies, Native American Tribes; and in addition, copies of the Notice were distributed via United States Postal Service (USPS) to local agencies, property owners within a 600-foot radius of the Project site in accordance with state law, and other interested parties; and the Public Hearing Notice was also posted on the City’s website, at City Hall, and at the Calimesa library, and five 6’x6’ public hearing signs were posted at conspicuous locations on the property; and WHEREAS, the City Council held a duly noticed public hearing on September 21, 2026, on the proposed Subsequent EIR, Consistency Checklist and the Project, at which time all interested parties were given the opportunity to be heard and to present evidence, and after closing the public hearing the City Council approved CC Resolution 2026-53, approving the Project; and
WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, the City Council of the City of Calimesa does hereby find, determine and resolve as follows:

Section 1. The City Council finds that the facts set forth in the recitals to this Resolution are true and correct, and incorporated by this reference as if fully set forth herein.

Section 2. In accordance with CEQA, using its independent judgement, the City Council of the City of Calimesa has reviewed and considered the oral and written record before the City Council, including the Mesa Verde Specific Plan Amendment 2 SEIR, the attached Statement of Overriding Considerations and Findings of Fact, and Mitigation Monitoring and Reporting Program (EA 23-02) (Exhibits A, B and C), the Mesa Verde Specific Plan Area 2 Amendment 2 Consistency Checklist (EA 25-3) (Exhibit D), the Staff Report, the Planning Commission proceedings and recommendations, and all oral and written testimony submitted by City staff and other interested parties during the public hearing on the Project.

Section 3. Based on the City Council’s independent judgment and substantial evidence in the whole of the record, as described in Section 2, above, the City Council finds that the SEIR and Consistency Checklist prepared for the Project complies with CEQA based on each of the provisions set forth in Sections 4 and 5, below, each of which, separately and independently, provides a basis for CEQA compliance.

Section 4. For the foregoing reasons, the City Council approves EA 23-02, certifying the SEIR, adopts the CEQA Findings of Fact and Statement of Overriding Considerations set forth therein, adopts the Mitigation Monitoring and Reporting Program, and approves EA 25-3 for the Consistency Checklist, which represent the independent judgement of the City Council.

Section 5. The documents, staff report, technical studies, appendices, plans, specifications, and other materials that constitute the record of proceedings upon which this

CC Resolution 2026-53
Environmental Assessments 23-02 and 25-3

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.

Section 6. The City Clerk shall certify the adoption of this Resolution and shall cause it to be published and recorded in a manner required by law.

APPROVED AND ADOPTED, this 21st day of September 2026.

Jeff Cervantez, Mayor
ATTEST:

I, Darlene Gerdes, the undersigned, hereby certify that I am the City Clerk of the City of Calimesa, California, that Resolution 2026-53 was duly passed and adopted at a meeting of the Calimesa City Council, held on the 21st of September 2026.

Darlene Gerdes, City Clerk

CC Resolution 2026-53
Environmental Assessments 23-02 and 25-3

Exhibit A
EA 23-02 – Subsequent Environmental Impact Report (SCH
#2004071045) for Mesa Verde Specific Plan Area 2, Amendment No. 2 Draft EIR:
https://www.calimesa.gov/ArchiveCenter/ViewFile/Item/358 Draft EIR Appendix Library:
https://www.calimesa.gov/Archive.aspx?AMID=59
Revised Final EIR:
https://www.calimesa.gov/ArchiveCenter/ViewFile/Item/508 Final EIR Appendix Library:
https://www.calimesa.gov/Archive.aspx?AMID=60

CC Resolution 2026-53
Environmental Assessments 23-02 and 25-3

Exhibit B
Findings of Fact and Statement of Overriding Considerations:
https://www.calimesa.gov/DocumentCenter/View/2310

CC Resolution 2026-53
Environmental Assessments 23-02 and 25-3

Exhibit C
Mitigation Monitoring and Reporting Program:
https://www.calimesa.gov/Archive.aspx?ADID=490

CC Resolution 2026-53
Environmental Assessments 23-02 and 25-3

Exhibit D
Consistency Checklist:
https://www.calimesa.gov/Archive.aspx?ADID=504
Consistency Checklist Appendices Library:
https://www.calimesa.gov/Archive.aspx?AMID=63

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ORDINANCE NO. 424

AN ORDINANCE OF THE CITY OF CALIMESA APPROVING
DEVELOPMENT AGREEMENT 25-4 BETWEEN THE CITY OF

CALIMESA AND BETWEEN THE CITY OF CALIMESA AND MESA
VERDE OWNERs, L.L.C., FOR THE MESA VERDE SPECIFIC
PLAN PROJECT ON 1,436.1 GROSS ACRES OF REAL

PROPERTY LOCATED ON IN THE NORTHWEST PORTION OF
THE CITY OF CALIMESA, WEST OF INTERSTATE 10 (I-10)
(APNs: 411-210-010, 411-210-028, 413-030-025, 413-040-013, 413-040-017, 413-040-018, 413-040-020, 413-040-023, 413-160- 011, 413-200-003, 413-200-040, 413-200-042, 413-200-044 and 413-200-048)
WHEREAS, Mesa Verde Owners, LLC (the “Applicant”), submitted an application to the City of Calimesa (“City”), Development Agreement No. 25-4 (“DA 25-4”) for the Mesa Verde Specific Plan Project on 1,436.1-acres for certain real property located on Assessor Parcel Numbers (APNS): 411-210-010, 411-210-028, 413-030-025, 413-040-013, 413- 040-017, 413-040-018, 413-040-020, 413-040-023, 413-160-011, 413-200-003, 413-200- 040, 413-200-042, 413-200-044 and 413-200-048 (the “Property”), which would vest development rights for the property; and
WHEREAS, the Applicant has also requested approval of the following applications approvals, which along with DA 25-4 are referred to collectively herein as the “Project”:
(1) EA 23-02, certifying a Subsequent Environmental Impact Report and Mitigation Monitoring and Reporting Program for the Mesa Verde Specific Plan Project (SCH# 2004071045), and Environmental Assessment 25-3 (EA 25-3, approving a Consistency Checklist for the Mesa Verde implementing projects); and (2) GPA 23-01 amends the City’s existing General Plan to (a) modify Figure LU1, Land Use Map, to reflect the new land use designation changes; (b) modify Figure TM1, Circulation Map, to reflect the new roadway configuration and categorization changes; (c) modify Figure OSPR-1, Existing Public Parks and Open Space Areas, to reflect the new public parks; (d) modify Figure OSPR-2, Trails Master Plan, to reflect the new trails system; (e) modify Figure SAF-1, Fault Zones to indicate that the fault depicted within the Mesa Verde Specific Plan area has been determined to be inactive pursuant to geotechnical studies performed on-site; (f) modify Figure SAF-7, Evacuation Routes to show evacuation routes from the Mesa Verde Specific Plan area along County Line Road, Sandalwood Drive and Roberts Road and (g) update references to the “Mesa Verde Estates” Specific Plan to reflect the Mesa Verde Specific Plan Amendment; and
(3) SPA 23-01 would replace the previously approved 2017 Specific Plan for the 1,463.1-acre property to provide for the orderly development of a property through compliance with site-specific development standards that are consistent with the intent and policies of the amended General Plan. ZC 23- 01 proposes to modify the City’s official zoning map as it applies to the 1,436.1-acre project site including redistribution and development standards of the Residential, Mixed-Use, Public/Quasi-Public Facilities, Open Space, Elementary School, and Calimesa Public works zone districts and creation of a new

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Commercial zone and Business Park zone; and provision of updated development standards accordingly; and
(4) DPR 24- 06 and CUP 24-05 for Planning Area 2/Building 2 – Design review and conditional use permit for a proposed Business Park development consisting of an approximately 717,230 square foot warehouse facility building on approximately 53.91- gross acres within Planning Area 2 of the amended MVSP (portions of APNs 413-040-017, 411-210-028, 413-200-040, 413-200-044 and 413-160-011); and (5) DPR 24-07 and CUP 24-06 for Planning Area 4/Building 4 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately an approximately 702,120 square foot warehouse facility building on approximately 37.68-gross acres within Planning Area 4 of the amended MVSP (portions of APNs 413-040-017 and 413-160-011); and
(6) DPR 24-08 and CUP 24-07 Planning Area 5/Building 5 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 700,150 square foot warehouse facility building on approximately 34.49- gross acres within Planning Area 5 of the amended MVSP (portions of APNs 413-040-017 and 413-160-011); and
(7) DPR 24-09 and CUP 24-08 for Planning Area 6/Building 6 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 717,600 square foot warehouse facility building on approximately 37.46- gross acres within Planning Area 6 of the amended MVSP (portions of APNs 413-040-017 and 413-160-011); and
(8) DPR 24-10 and CUP 24-09 for Planning Area 7/Building 7 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 614,300 square foot warehouse facility building on approximately 32.06- gross acres within Planning Area 7 of the amended MVSP (portions of APNs 413-160-011 and 413-040-020); and
(9) DPR 24-11 and CUP 24-10 for Planning Area 8/Building 8 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 654,400 square foot warehouse facility building on approximately 27.31- gross acres within the amended MVSP (portions of APNs 413-040-020 and 413-040-018); and
(10) TTM 33931 Rev 2 provides for the subdivision of property 1436-acres into 114 lots and public streets, including easements for utilities and ingress/egress, for finance and conveyance purposes; and
(11) TTM 39086 is a proposed tract map to subdivide approximately 17.1 acres into 112 single-family lots with a density of 6.5 DUs/ac within Planning Area 13 of the Mesa Verde Specific Plan; and

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(12) TTM 39087 is a proposed parcel map to subdivide approximately 19.5 acres into 76 single-family lots with a density of 3.9 DUs/ac within Planning Area 14 of the Mesa Verde Specific Plan; and
(13) TTM 39088 is a proposed parcel map to subdivide approximately 16.6 acres into 84 single-family lots with a density of 5.0 DUs/ac within Planning Area 15 of the Mesa Verde Specific Plan; and
(14) TTM 39089 is a proposed parcel map to subdivide approximately 15.9 acres into 84 single-family lots with a density of 5.3 DUs/ac within Planning Area 16 of the Mesa Verde Specific Plan; and
(15) TTM 39090 is a proposed parcel map to subdivide approximately 10.7 acres into 60 single-family lots with a density of 5.6 DUs/ac within Planning Area 18 of the Mesa Verde Specific Plan; and
(16) TTM 39091 is a proposed parcel map to subdivide approximately 21.4 acres into 133 single-family lots with a density of 6.2 DUs/ac within Planning Area 19 of the Mesa Verde Specific Plan; and
WHEREAS the Development Agreement for the Mesa Verde Specific Plan Project is attached to this Resolution as Exhibit A 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 Government Code Section 65867 and Calimesa Municipal Code Section 18.85.050 provide that the Planning Commission shall review the application and provide a recommendation to the City Council on the proposed development agreement; and
WHEREAS, pursuant to the California Environmental Quality Act (“CEQA”) and the State CEQA Guidelines, Environmental Assessment EA 23-02, a Subsequent Environmental Impact Report to the previously certified Mesa Verde Specific Plan Environmental Impact Report (SEIR) (SCH#2004071045) including the associated Mitigation Monitoring and Reporting Program (MMRP), statement of overriding considerations and subsequent addendums prepared for the Project, in compliance with the requirements of CEQA and the CEQA Guidelines; and
WHEREAS, based on City’s staff’s review of the Project, City staff has determined that the full scope of the Project was reviewed in the SEIR (EA 23-02) for the Project (SCH#2004071045), MMRP and statement of overriding considerations; and WHEREAS, the City of Calimesa Planning Department on June 26, 2026, caused to be published a legal notice in the Yucaipa News Mirror, a local paper of general circulation, indicating the date, time, and location of the public hearing on the proposed Project, and CEQA findings regarding these applications; and

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WHEREAS, not less than 20 days prior to the public hearing, the City also distributed copies of the Public Hearing Notice to servicing utilities, adjacent public agencies, Native American Tribes; and in addition, copies of the Notice were distributed via United States Postal Service to local agencies, property owners within a 600-foot radius of the Project site in accordance with state law, and other interested parties; and the Public Hearing Notice was also posted on the City’s website, at City Hall, and at the Calimesa library, and five 6’x6’ public hearing signs were posted at conspicuous locations on the property; and WHEREAS, on August 10, 2026, the Planning Commission held a duly noticed public hearing to consider the applications for approval of the Project and following the receipt of all testimony, closed the public hearing; and WHEREAS, on September 21, 2026, the City Council held a duly noticed public hearing to consider the applications for approval of the Project and following the receipt of all testimony, closed the public hearing; and
WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

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 25-4, 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 City Council, by separate resolution approved EA 23-02 and EA 25-4 in compliance with the requirements of CEQA and no further environmental review is required prior to approval of the Project.

C. Approval of DA 25-4 is a legislative act that shall be approved by ordinance and is subject to referendum.

D. The provisions of DA 25-4 are consistent with the City’s General Plan, as amended by GPA 23-01, and the Mesa Verde Specific Plan, as amended by SPA 23-01, because DA-25-4 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 25-4 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.

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Section 2. Based on the findings set forth above in this Ordinance all other evidence in the record, the City Council approves DA 25-4, substantially in the form attached hereto as Exhibit A.

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 __ day of _________ 2026, upon the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

PASSED, APPROVED, AND ADOPTED this __ day of _________ 2026, upon the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________

JEFF CERVANTEZ, MAYOR

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ATTEST:
___________________________________

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

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EXHIBIT A

DEVELOPMENT AGREEMENT

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)

AMENDED AND RESTATED DEVELOPMENT AGREEMENT

BY AND BETWEEN
THE

CITY OF CALIMESA
AND

MESA VERDE OWNER, LLC

FOR THE

MESA VERDE PROJECT

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AMENDED AND RESTATED

DEVELOPMENT AGREEMENT
THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (this “Agreement”) is entered into as of ________________, 2026 (the “Reference Date”), by and between the CITY OF CALIMESA, a California general law city (“City”), and MESA VERDE OWNER, LLC, a California limited liability company (“Developer”). City and Developer are occasionally referred to in this Agreement each individually as a “Party,” and collectively as the “Parties.” 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:

SECTION 1.

RECITALS.

A. California Government Code section 65864 et seq. (the “Development Agreement Act”) authorizes City to enter into a binding development agreement for the development of real property within its jurisdiction with persons having legal or equitable interest in real property in order to: (i) ensure high quality development in accordance with comprehensive plans; (ii) reduce uncertainty in the development approval process that might otherwise result in a waste of resources and discouragement of investment; (iii) strengthen City’s comprehensive planning process to provide for the most efficient use of public and private resources by encouraging private participation in the comprehensive planning process and reducing the economic cost of development; (iv) assure developers of land that upon approval, they may proceed with their projects in accordance with defined policies, rules, regulations and conditions of approval; and (v) provide for the financing and/or construction of necessary public facilities.

B. This Agreement applies to Developer’s current proposal for development of the Mesa Verde Project with a mixture of commercial retail, single-family and multi-family residential uses, logistics and business park uses, private and/or public parks and open space, as further defined in this Agreement on an approximately 1,492.4-acre property located within the City of Calimesa, County of Riverside, State of California (the “Property”), which is generally bounded on the west by open space, on the south by open space including the Garden Air Wash, on the east generally by Interstate 10, and on the North by the County Line, and is further described on Exhibit A and depicted on Exhibit B attached to this Agreement.

C. In 2007, the City Council approved the following in connection with an earlier proposal to develop the Property (the “Mesa Verde Estates Project”):
(1) Resolution No. 2007-59, certifying the Final Environmental Impact Report for the Mesa Verde Estates Project (Screen check No. 2004071045) (“Final EIR”) and making findings in support thereof pursuant to the California Environmental Quality Act (Cal. Pub. Resources Code, § 21000 et seq.) (“CEQA”);

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(2) Resolution No. 200760, approving General Plan Amendment 04-003 to designate the Mesa Verde Estates Specific Plan as the General Plan Land Use Map designation for the Property;
(3) Resolution No. 2007-61, adopting the Mesa Verde Estates Specific Plan (the “2007 Specific Plan”), with conditions; and
(4) Resolution No. 2007-62, approving Tentative Tract Map No. 33931, with conditions.

D. In 2017, the City Council approved the following in connection revisions to the Mesa Verde Estates Project proposed by Developer:
(1) Resolution 2017-37, approving an Addendum to the previously certified Final EIR and making findings in support thereof pursuant to CEQA; (2) Resolution No. 2017-38, approving a Revised Tentative Tract Map No. 33931 with conditions;
(3) Ordinance No. 355, approving an amendment to the 2007 Specific Plan and renaming it the “Mesa Verde Specific Plan”;
(4) Ordinance No. 356, approving a development agreement, an agreement by and between the City and the previous owner of the Property, Mesa Verde RE Ventures, LLC (“Original Owner”), which was recorded on December 21, 2017, as Document No. 2017-0535401 in the Official Records for the County of Riverside, State of California (“Original DA”).

E. In 2021, the Original Owner assigned the Original DA to Developer pursuant to that certain Assignment and Assumption of Development Agreement, dated November 23, 2021, and recorded as Instrument No. 2021-0701232 in the Official Records for the County of Riverside, State of California. On November 24, 2021, the Original Owner sold the Property to Developer, and the grant deed for said transaction is recorded as Instrument No. 2021-0701231 in the Official Records for the County of Riverside, State of California.

F. Developer has acquired legal or equitable interest in the Property for the development of the Property and now desires to develop the Property in accordance with the provisions of this Agreement, the Land Use Regulations (as defined herein) and those laws and regulations of other Agencies exercising jurisdiction over the Property.

G. City and Developer desire to enter into a new development agreement for purposes of: (i) identifying the terms, conditions, and regulations for the development of the Property; (ii) identifying Developer’s obligations to make certain Community Benefit Contribution (specified in Section 6) on the terms and conditions set forth in this Agreement; (iii) addressing certain changes to the Development from what was originally approved pursuant to the Development Approvals (as that term is defined in the Original DA); (iv) and memorializing new and additional public benefits and Developer obligations in connection with the Development.

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H. City and Developer mutually intend for the this Agreement to replace the Original DA in its entirety and for this Agreement to create beneficial development of the Property and a physical environment that will conform to and complement City’s goals, create development sensitive to human needs and values, facilitate efficient traffic circulation, and otherwise provide for the development of the Property in accordance with City’s best interests.

I. This Agreement will provide the Parties with: (i) a high-quality development on the Property subject to this Agreement; (ii) certainty in the type of development to be undertaken on the Property; and (iii) the assurance of adequate public facilities to ensure the good of the community. The development of new logistics and business park facilities is an integral part of Developer’s development plans for the Property, and the facilities are expected to bring employment and generate sales tax revenue for City.

J. For City, this Agreement serves to provide for: (i) employment growth anticipated to result from the Development of the Property, both during construction and use; (ii) an increase in tax revenues anticipated to result from the Development of the Property; (iii) the achievement of the goals and directives of its General Plan; and (iv) certain community benefit contributions, as set forth further herein.

SECTION 2.

DEFINITIONS.

For purposes of this Agreement, the following terms shall have the meanings given here another meaning is clearly indicated by the context in which it they are used:

A. “Agreement” means this Amended and Restated Development Agreement.

B. “City” means the City of Calimesa, a California general law city and municipal corporation.

C. “City Clerk” means the City Clerk of City.

D. “City Council” means the City Council of City.

E. “City Manager” means the City Manager of City.

F. “Community Benefit Contribution” or “CBC” means the payments described in Section 6 of this Agreement.

G. “Developer” means Mesa Verde Owner, LLC, a California limited liability company, and its subsidiaries and affiliates that are identified on the attached Exhibit C, and also where specified in this Agreement, successors in interest to all or any part of the Property.

H. “Development” means the improvement of the Property for the purposes of constructing structures, improvements and facilities on the Property to facilitate a mixture of commercial retail, single-family and multi-family residential uses, logistics and business

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park uses, private and/or public parks and open space in accordance with the Development Approvals and Subsequent Development Approvals, including the maintenance, repair and replacement of any building, structure, improvement, landscaping or facility after its construction and completion on the Property.

I. “Development Approvals” means any and all permits, licenses, consents, approvals, rights and privileges, and other actions approved or issued by City and on file in the City Clerk’s Office in connection with the Development on the Property on or before the Effective Date, including but not limited to:
(1) General Plan Amendments 04-03 approved by Resolution No. 2007-60 and 23-01, as approved by Resolution No. 2026-55;
(2) The 2007 Specific Plan, adopted by Resolution No. 2007-61, as further amended by the Mesa Verde Specific Plan, adopted by Ordinance No. 355, and as further amended by Zone Change 23-01 for SPA 23-01, approving the Mesa Verde Specific Plan Area 2 Amendment 2 by Ordinance No. 425;
(3) Tentative Tract Map No. 33931 and related grading plan, as amended and subject to the conditions imposed by Resolution No. 2026-54;
(4) Environmental Assessment 23-02 - Subsequent Environmental Impact Report for the Mesa Verde Specific Plan Area 2 – Amendment 2 Project (SCH#2004071045) (the “SEIR”), including the Mitigation Monitoring and Reporting Program (“MMRP”) and Statement of Overriding Considerations and Environmental Assessment 25-3 for a Subsequent Environmental Impact Report Consistency Checklist for the twelve implementing projects listed below approved by Resolution No. 2026-53;
(5) Development Plan Reviews 24-06, 24-07, 24-08, 24-09, 24-10, and 24-11 approved by Resolution No. 2026-57;
(6) Conditional Use Permits 24-05, 24-06, 24-07, 24-08, 24-09, and 24-10 approved by Resolution No. 2026-57;
(7) Tentative Tract Maps 39086, 39087, 39088, 39089, 39090, and 39091 approved by Resolution No. 2026-56; and
(8) Approved site plans and development plans for the Development of the Development on the Property as of the Effective Date.

J. “Development Fees” means and includes all fees charged by City in connection with the approval or issuance of permits for the development of property, including, without limitation: Development Impact Fees; any similar governmental fees, charges and exactions required for the development of the Property.

K. “Development Impact Fees” or “DIF” means and includes all City fees charged by City in connection with development of the Property for the purpose of defraying all or a portion

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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 Agreement. “Development Impact Fees” does not mean and excludes both: (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 the Development Approvals or Subsequent Development Approvals; and (ii) fees established by Federal, State, County, and multijurisdictional laws and regulations that City is required to enforce as against the Property or the Development. City’s current Development Impact Fee categories are listed on Exhibit D, which is attached hereto and incorporated by reference herein.

L. “Effective Date” means the date that this Agreement shall take effect as defined in Section 3 of this Agreement.

M. “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official written policies of City adopted and effective on 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 Development Impact Fees.

N. “Partial Assignment” means assignment of Development Agreement obligations to Planning Areas and infrastructure within a land sale.”
O. “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.

P. “Property” means the real property described in Exhibit A and depicted on the Site Map in Exhibit B.

Q. “Public Improvements” means the streets, 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 include improvements both within and outside the boundaries of the Development.

R. “Reservation of Authority” means all authority and rights City reserves to itself, either expressly or impliedly, which are therefore excepted from and superior to Developer’s rights under this Agreement to develop the Property.

S. “Site Map” means the drawing of the site in its condition as of the Effective Date, attached as Exhibit B.

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T. “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 of this Agreement in connection with the Development.

U. “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 of this Agreement governing development and use of the Property that do not prevent development of the Property for the uses and to the density or intensity of development set forth in this Agreement.

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

W. “Transferee” means a Person that acquires an interest in the Property pursuant to a Transfer.

SECTION 3.

GENERAL TERMS.

A. Effective Date. This Agreement shall be effective, and the obligations of the Parties to this Agreement shall be effective on the date the Ordinance approving this Agreement becomes effective (the “Effective Date”), which date shall be confirmed in an Operating Memorandum approved in accordance with this Agreement.

B. Term. The term of this Agreement shall commence on the Effective Date and shall continue for fifteen (15) years (the “Term”), unless the Term is otherwise terminated, modified, or extended by circumstances set forth in this Agreement or by mutual consent of the Parties after the satisfaction of all applicable public hearing and related procedural requirements. The Agreement shall be eligible for two (2) separate five (5) year extensions based on the Development meeting certain development milestones (as described in more detail in Exhibit F below) so long as no uncured material default of this Agreement by Developer exists upon expiration of the initial Term, or upon the expiration of the first fiveyear extension.

C. Ownership of Property. Developer represents and warrants that it has a legal or equitable interest in the Property and therefore qualified to enter into and be a party to this Agreement under the Development Agreement Act.

D. Binding Effect of Agreement. The provisions of this Agreement, to the extent permitted by law, constitute covenants that shall run with the Property for the benefit thereof, and the benefits and burdens of this Agreement shall bind and inure to the benefit of the Parties and all successors in interest to the Parties.

E. Transfers. Any, each, and all Transferees shall have all of the same rights, benefits, duties and obligations of Developer under this Agreement subject to any exceptions in this Agreement and provided, however, Developer shall not Transfer any interest in the Property or any portion thereof, to any Transferee until all Public Improvements required

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by the Development Approvals and this Agreement have been completed and accepted by City unless Developer obtains City’s prior consent, which consent shall not be unreasonably withheld or delayed, so long as Developer provides City with no less than 45 days’ notice of such Transfer with a list of all Development Approvals, including Public Improvement Obligations included in such Transfer and the Transfer agreement between Developer and Transferee provides either:
(1) Developer and Transferee shall be jointly and severally liable for completion of the Public Improvements required by the Development Approvals and this Agreement in connection with the Transferred Property; or
(2) Transferee’s express agreement to assume all of Developer’s obligations for completion of the Public Improvements required by the Development Approvals and this Agreement in connection with the Transferred Property; in which case, however, Transferee must: (i) in the sole reasonable judgment of City, possess the necessary experience and financial capacity to complete the Public improvements required by the Development Approvals and this Agreement; and (ii) have obtained replacement bonds, reasonably acceptable to City, for all Public Improvements required by the Development Approvals and this Agreement (in which event, the City shall release Developer's corresponding Public Improvement bonds and Developer shall no longer be responsible for the duties and obligations under this Agreement that directly correspond to that portion of Developer’s interest in the Property that has been transferred, with the exception of those duties and/or obligations that expressly survive termination or expiration of this Agreement).

F. Amendment of Development Agreement. This Agreement may be amended or canceled, in whole or in part, only by mutual written consent of the Parties and in accordance with the requirements of City’s Municipal Code and the Development Agreement Statute, or successor provisions thereto.

G. Operating Memoranda. Implementation of this Agreement will require a close degree of cooperation between City and Developer, and the Parties anticipate it may become necessary to interpret or clarify provisions of this Agreement to ensure its proper implementation and proper implementation of the Development Approvals. The Parties may therefore, from time-to-time memorialize such interpretations, clarifications, and other related agreements in one or more operating memoranda without necessarily amending this Agreement; provided, however: (i) any such operating memorandum must be agreed to by both Parties in writing that references this paragraph and in a form acceptable to the City Attorney, and (ii) operating memoranda shall not be uses to avoid any legal requirement for amending this Agreement or any Development Approval. The City Manager may approve any operating memorandum on behalf of the City. Any corporate officer of Developer, or any person designated in writing by such a corporate officer, may approve any operating memorandum on behalf of Developer. Unless otherwise required by law or this Agreement, the Parties may approve any operating memorandum without prior notice or hearing, public or otherwise. Following execution of any operating memorandum, it shall be attached to this Agreement as an addendum thereto.

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H. Cancellation and Termination, Generally. 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, including any extensions thereof. 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.

I. Termination Upon Sale of Residential Lots. This Agreement shall terminate with respect to any residential lot that has been finally subdivided and developed for residential use and is individually (and not in “bulk”) either sold or leased for a term not less than one year to a member of the public or other ultimate user and such lot shall be released and no longer subject to this Agreement without the execution or recordation of any further document.

Termination of this Agreement with respect to any individual residential lot pursuant to this paragraph shall neither terminate this Agreement as to the remainder to the Property nor relieve Developer of any then-remaining obligation under this Agreement.

J. Termination Upon Sale of Business Park Lots. This Agreement shall terminate with respect to any Business Park lot that has been finally subdivided and developed for business park use and is individually (and not in “bulk”) either sold or leased for a term not less than one year to a member of the public or other ultimate owner or user and such lot shall be released and no longer subject to this Agreement without the execution or recordation of any further document. Termination of this Agreement with respect to any individual business park lot pursuant to this paragraph shall neither terminate this Agreement as to the remainder to the Property nor relieve Developer of any then-remaining obligation under this Agreement.

SECTION 4.

DEVELOPMENT RIGHTS AND LIMITATIONS.

A. Right to Develop. Developer shall have a vested right to develop the Property in accordance with, and to the extent of, the applicable Land Use Regulations, Development Approvals, Subsequent Development Approvals (if any), and this Agreement.

B. Effect of Agreement on Land Use Regulations. Except for City’s Reservation of Authority or as otherwise provided under this Agreement, 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, Subsequent Development Approvals (if any), those Land Use Regulations not inconsistent with the Development Approvals, and this Agreement.

C. City Cooperation. City staff shall work cooperatively and in good faith with Developer to assist in coordinating the processing and consideration of all necessary permits, entitlements and approvals, including but not limited to Subsequent Development Approvals. To the extent City or City’s designee is unable to process and consider permits,

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entitlements and approvals in a timeframe acceptable to Developer, Developer may request, and the City will consider, the hiring of an outside contractor to assist City or City’s designee in the processing and consideration of all necessary permits, entitlements and approvals. If approved, the City shall contract for those services at Developer’s sole expense.

D. Subdivision Map(s). In accordance with California Government Code section 66452.6, any tentative subdivision map included in the Development Approvals or Subsequent Development Approvals (if any), shall be extended without further required action until the end of the Term of this Agreement, including any extensions thereof.

E. Subsequent Development Approvals. City shall accept all applications for Subsequent Development Approvals for processing, review, and action. City staff shall use reasonable efforts to process such applications in an expeditious manner, taking into account City’s staffing levels. City shall not modify, rescind, or revoke any Subsequent Development Approval except as otherwise allowed by law. Environmental review of applications for Subsequent Development Approvals shall be conducted in accordance with CEQA.

Notwithstanding any other provision of this Section, 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.

F. Amendments to Development Approvals. In the event Developer applies for a modification for any of the Development Approvals, City shall review such application for compliance with the Land Use Regulations; provided, however, that Developer shall only acquire a vested right in City’s approval of any such application only upon amendment of this Agreement or as may otherwise be provided by law.

G. No Obligation to Develop. Nothing in this Agreement shall be construed to obligate Developer to implement and construct the Development; provided, however, in the event Developer does construct the Development, Developer shall: (i) commence and complete the Development in accordance with this Agreement (including, without limitation, the Land Use Regulations, Development Approvals, and Subsequent Development Approvals (if any), inclusive of any phasing plan included therein) and in compliance with all laws, regulations, rules, and requirements of all non-City governing entities with jurisdiction over the Property; and (ii) use its best good faith efforts to develop a medical, educational, or professional office use within Planning Area 3 of the Development.

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H. Timing of Development. Except as set forth in Agreement and regardless of any future enactment, by initiative or otherwise, Developer may, in its discretion, develop the Property in one phase or in multiple phases in a manner not inconsistent with the SEIR and MMRP 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. Since the California Supreme Court held in Pardee Construction Company v.

City of Camarillo (1984) 37 Ca1.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties, it is the intent of City and Developer to cure any possible deficiency in this Agreement arising from the same legal infirmity by acknowledging and providing that Developer shall have the right to develop the Development and construction on the Property in such order, at such rate, and at such times during the Term of this Agreement as Developer deems appropriate within its subjective business judgment.

I. City’s Reservation of Authority. City’s Reservation of Authority under this Agreement includes the authority and ability after the Effective Date to enact and apply to the Development and the Property:
(1) Ordinances, regulations, and official policies (including amendments to the Land Use Regulations) that are not in conflict with the Development Approvals and this Agreement, for which purposes, a “conflict” shall exist if, among other things, City’s rule, regulation, or policy is adopted which alters the rate, type, manner, density, timing, or sequencing of the Development unless Developer has given written consent to the application of the rules, regulations, and policies to the Development.
(2) 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; and
(3) 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; and (4) Any and all new health and safety regulation that become applicable to the City after the Effective Date pursuant to state and federal law, including 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; and

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(5) Rules, regulations and official policies governing: (i) the conduct of businesses, professions, and occupations; (ii) taxes and assessments; (iii) the control and abatement of nuisances, including requirements to ensure public safety and made applicable throughout the City; (iv) the granting of encroachment permits and the conveyance of similar rights and interests that provide for the use of or the entry upon public property; and (v) the exercise of the power of eminent domain. (6) Federal, state, county and multi-jurisdictional laws and regulations that City is required to enforce as against the Property or the Development, whether or not the laws and regulations are in conflict with the Development Approvals.

J. Unforeseen Emergencies. Any City action, enactment, or decision taken or made response to a future, unforeseen public health or safety emergency, shall, with respect to the Development, be implemented in the manner that has the least adverse impact, if any, on Development of the Property in accordance with the Development Approvals.

K. Moratorium. It is the mutual intent of Developer and City 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 in such order and at the rate as Developer deems appropriate as limited or regulated by this Agreement.

L. Effect of Federal, State, of other Local Agency Law. Notwithstanding Developer’s vested rights under this Agreement, Development of the Property shall comply with all applicable provisions of federal law, state law, or local law enacted by a local agency other than City (collectively “Other Laws”). In the event Other Laws 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 to the extent necessary to comply with such Other Laws, and remainder of this Agreement shall remain in full force and effect.

SECTION 5.

DEVELOPMENT OBLIGATIONS AND REQUIREMENTS.

A. Application/Processing Fees. As needed to process Subsequent Development Approvals, Developer shall pay the 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, which fees are designed to reimburse City’s expenses attributable to processing the applications for Subsequent Development Approvals. As set forth further in Section 4.C below, City staff shall work cooperatively with Developer to process all Subsequent Development Approvals.

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B. Development Impact Fees.
(1) Generally. Developer shall pay all DIF applicable to the Development that were formally adopted and existing as of the Effective Date of this Agreement. City may from time-to-time adopt or amend any DIF and/or adjust any DIF rate, but the Development shall be subject only to those DIFs adopted by the City prior to the Effective Date. Developer shall have no vested right to the DIF rates in effect as of the Effective Date. Except as otherwise provided in this Agreement, Developer shall pay all applicable DIF upon issuance of any building permit for the Development at rate in effect as of the date the permit is issued. (2) Prepayment of General Government Facilities DIF.
a. Developer agrees it shall pay City a total of Three Million Dollars ($3,000,000) as a non-refundable prepayment of City’s General Government Facilities DIF at the earlier of eighteen (18) months after the Effective Date or upon issuance of the first grading permit for the Development.
b. City shall apply Developer’s prepayments as credits against Developer’s General Government Facilities DIF obligation as calculated at the time any building permit for the Development is issued based on the then-applicable DIF rate. Once Developer’s prepayments are exhausted, Developer shall be responsible for payment of the balance of its General Government Facilities DIF obligation in accordance with Section 5.B(1).
(3) Prepayment of Street and Traffic Facilities DIF.
a. Developer agrees it shall pay City a total of Fifteen Million Dollars ($15,000,000) as a non-refundable prepayment of City’s Streets and Traffic Facilities DIF in four installments as follows:
(i) One Million Dollars ($1,000,000) paid not later than issuance of the first grading permit for the Development.
(ii) Four Million Dollars ($4,000,000) paid not later than issuance of the first COO in Phase 1 of the Business Park in the Project. (iii) Five Million ($5,000,000) paid not later than issuance of the first COO in Phase 2 of the Business Park zoning of the Development. (iv) Five Million ($5,000,000) paid not later than issuance of the first COO in Phase 3 of the Residential zoning of the Development. b. City shall apply Developer’s prepayments as credits against Developer’s Street and Traffic Facilities DIF obligation as calculated at the time any building permit for the Development is issued based on the then-applicable DIF rate. Once Developer’s prepayments are exhausted, Developer shall be

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responsible for payment of the balance of its Streets and Traffic Facilities DIF obligation in accordance with Section 5.B(1).
(4) Exemption, Inclusionary Housing Units. All deed-restricted residential units within the Development constructed in accordance with the requirements of Calimesa Municipal Code Chapter 18.130 shall be exempt from payment of all otherwise applicable DIF.

C. Inclusionary Housing. In accordance with Calimesa Municipal Code Chapter 18.130, the Development is obligated to construct five percent (5%) of the Development’s total residential housing units, or 183 units, as inclusionary units restricted for owner occupancy, or as rental units, by low-income households. A low-income household means a household whose income does not exceed eighty percent (80%) of the area median income, as published annually by the California Department of Housing and Community Development. To ensure that Developer’s Chapter 18.130 obligations are met with respect to inclusionary housing, the Parties agree that the inclusionary units shall be applied for in conjunction with the approval of the first discretionary permit requested in Planning Areas 9 through 12 in the Development (tentative map or Development Plan Review, whichever is submitted first). To the Parties’ mutual satisfaction, the units may either be provided as:
(1) One inclusionary housing project of no less than 183 deed restricted units in Planning Area 9 (Phase 1) or Planning Area 10 (Phase 2), or; (2) The required 183 inclusionary units shall be mixed into market rate development projects and distributed evenly among Planning Areas 9 through 12 (45 units required in Planning Area 9, 46 units required in Planning Area 10, 46 units required in Planning Area 11, and 46 units required in Planning Area 12).

Construction of inclusionary units shall not be deferred to future phases.

D. Public Improvements.
(1) Generally. Developer shall, at its sole cost and expense, design, construct, install, and finally complete the Public Improvements described in the Development Approvals. The design, construction, installation and final completion of the Public Improvements shall be in conformance with the Development Approvals, City standards in effect as of the date of this Agreement, and Public Improvement plans approved by the City Engineer. For abundance of clarity, if there are discrepancies between the Development Approvals and the City standards, the Development Approvals will govern. Except as otherwise provided in this Agreement, the Public Improvements shall be completed at such time as set forth in the Development Approvals. Developer and City shall enter into City’s standard subdivision improvement agreement, including surety bonds, or an applicable modification thereof, for the completion of the Public Improvements.

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(2) County Line Road. Developer shall be responsible for improving the existing County Line Road from County Line Lane to the Development boundary, as set forth in Exhibit E, prior to first residential certificate of occupancy and in accordance with the Development Approvals. Developer agrees that County Line Road shall serve as the primary entrance to the residential portion of the Development.
(3) Emergency Access Route. Emergency Access Route: 1) Developer shall establish and allow emergency access to and within the Property prior to issuance of the first building permit within the Development. 2) Developer shall also be responsible for construction of a permanent emergency access route via Live Oak Canyon Road prior to issuance of the certificate of occupancy for the 200th residential unit within the Development. This emergency access route will consist of improvements acceptable to the Fire Department and City Engineer, such as vegetation clearing, minor grading, erosion control, and ground surface improvements, as required.

This does not include full construction of the roadway required by MMRP. 3) MMWF-2. Prior to the issuance of the first certificate of occupancy after Phase 2, of the Residential Zoning of the Development, the Project Applicant/Developer shall provide proof of the completion of an emergency access roadway from the Project site’s Street A/Street E intersection through the Yucaipa Valley Water District property, northwest to Live Oak Canyon Road. This roadway shall be designed to appropriate standards for all-weather access for emergency vehicles as determined by the cities of Calimesa and Yucaipa Fire Departments. (4) Sandalwood/I-10 Interchange. Developer shall be responsible for payment of all costs related to Caltrans processing requirements, including Project Study Report (“PSR”); Project Approval and Environmental Document (“PA&ED”); plans, Specifications and Estimates (“PS&E”); and right-of-way acquisition by City, and construction of the I-10/Sandalwood Drive interchange. The terms, construction and cost obligations, and timing for construction are fully set forth in Exhibit H attached hereto and incorporated by reference herein. To the extent that Developer’s costs exceed its fair share obligation, Developer shall be entitled to reimbursement for such excess work, but only to the extent that the City actually receives or collects fees, assessments or exactions from other benefitting projects within the ten (10) years after Developer incurred the cost to be reimbursed, and only in the proportionate amount that Developer paid and/or otherwise funded or constructed beyond the Development’s fair share obligation. Developer’s right to reimbursement under this paragraph shall not include any right to reimbursement from TUMF or for any project constructed using TUMF.
(5) County Line Road/I-10 Interchange.
a. Interim Traffic Signals. Developer shall be responsible for payment of Four Hundred Ninety Two Dollars ($492,000) prior to issuance of any Certificate of Occupancy for the Development in satisfaction of its fair share obligation for construction of traffic signals at the County Line/I-10 Interchange and in accordance with that Fair Share Agreement and Memorandum of

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Understanding for the County Line Rd/Interstate 10 Freeway Interchange Interim Traffic Signal Project dated November 12, 2024 between the City of Calimesa and the City of Yucaipa, as set forth in Exhibit I. b. Ultimate Interchange Improvements. Developer shall be responsible for payment of all costs related to Caltrans processing requirements as set forth in Exhibit I attached hereto and incorporated by reference herein. To the extent that Developer’s costs exceed its fair share obligation, Developer shall be entitled to reimbursement for such excess work, but only to the extent that the City actually receives or collects fees, assessments or exactions from other benefitting projects within the ten (10) years after Developer incurred the cost to be reimbursed, and only in the proportionate amount that Developer paid and/or otherwise funded or constructed beyond the Development’s fair share obligation. Developer’s right to reimbursement under this paragraph shall not include any right to reimbursement from TUMF or for any project constructed using TUMF.

E. Easements. City agrees to grant to Developer such easements over City property as are reasonably needed for the development of the Property, provided the easements do not unreasonably impede or interfere with public services provided on the properties.

Developer agrees to grant to City such easements over the 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. Such easements granted by either Party shall be at no additional cost to the grantee.

F. Water Supply. All subdivision maps included in the Development, including without limitation those expressly included in the Development Approvals, must comply Government Code section 66473.7 related to the availability of water supplies, and any required written verification for any such subdivision must be valid and in effect at the time of final map approval so as to continue to verify that sufficient water supply is available.

G. Developer’s Maintenance and Operation Obligations. Developer, or its successors or assigns (including but not limited property owner associations, if any) shall be responsible for the cost to operate and maintain Public Improvements as set forth in Table 7-2 of the Specific Plan.

H. Infrastructure Financing Mechanisms. Developer may, from time to time, request City to establish one or more assessment, landscaping and lighting, maintenance and/or community facilities districts (“Public Financing Mechanism”) to finance Public Improvements, services and/or fees that may be required in connection with the Development, including but not limited to issuing bonds, subject to applicable state and federal law and to the Land Use Regulations. Such requests will be considered by the City.

If the formation, annexation to, or establishment of, any Public Financing Mechanism is requested or petitioned by Developer, and therefore considered by the City, Developer shall bear the full cost of creating, or annexing to, any and all Public Financing Mechanisms, as set forth further in the City’s Goals and Policies for District Formation (“CFD Policy”).

Subject to the availability of funds from the Public Financing Mechanism, Developer may

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be reimbursed by the Public Financing Mechanism for the fees so paid. To the extent of any conflict between this Agreement and CFD Policy, this Agreement shall prevail.

I. Public Services CFD Annexation. Developer shall file a Petition and Waiver with City to initiate annexation to the City’s existing community facilities district (“CFD”) known as City of Calimesa Public Services Community Facilities District No. 1 (Law Enforcement, Fire, Paramedic and Park Maintenance Services) (the “Services CFD”). The Services CFD was formed in 2006 pursuant to the Mello-Roos Community Facilities Act of 1982 (Gov.

Code, §§ 53311 et seq.), to fund the following services within a development: (1) police protection services; (2) fire protection/paramedic services; and (3) park maintenance services, which services shall be in addition to those provided in the territory prior to such annexation. No assessment shall be levied on a lot or parcel in the Development until a certificate of occupancy has been issued for that lot or parcel. The special tax levied under the Services CFD shall be in an amount established by the City Council as recommended in the Rate and Method of Apportionment applicable to the Services CFD as necessary to pay for such services. Developer shall pay for all costs associated with the annexation to the Services CFD. Developer shall initiate such annexation proceedings within twelve (12) months of the Effective Date of this Agreement, and the annexation to the Services CFD must be completed prior to the issuance of the first Certificate of Occupancy for the Development.

J. Joint Facilities; Agreements. Developer and City acknowledge that other governmental entities providing services to the Property may request that City enter into a Joint Community Facilities Agreement with the entity(ies), as provided for under Government Code section 53316.2, for the financing of the Public Improvements, other City facilities and services, and the facilities of the other governmental entity(ies), in connection with the creation of a community facilities district by such other governmental entity(ies). Such entities may include, but are not limited to, the Yucaipa Calimesa Joint Unified School District and the Yucaipa Valley Water District. The Parties shall work together in good faith to accommodate such financing, and the City shall negotiate in good faith with the entity(ies) on such Joint Community Facilities Agreements. Developer and City shall work together in good faith to accommodate the joint use by private and/or governmental entities of facilities located on public parks.

K. TUMF Fees.
(1) Developer acknowledges and agrees that Development of the Property shall be subject to the Western Riverside County Transportation Uniform Mitigation Fee (“TUMF”) Program, as codified in Chapter 18.105 (“TUMF Program”) of the Calimesa Municipal Code. Developer further acknowledges and agrees Developer is required to mitigate all traffic impacts attributable to the Development regardless of whether TUMF obligations are sufficient to mitigate these impacts. (2) Developer’s TUMF payments shall be due as of the date of issuance of each certificate of occupancy at the rate in effect as of the date such time. If Developer’s TUMF eligible mitigation costs are less than Developer’s required TUMF obligations, Developer shall pay the greater amount.

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(3) Subject to the approval of the Western Riverside Council of Governments (WRCOG), Developer shall be entitled to execute a separate TUMF credit agreement (or agreements, as the case may be) with the City for required off-site improvements that are already found in the TUMF network and for which Developer had contributed or will contribute funding toward design and/or engineering. Developer must adhere to all TUMF credit agreement requirements including but not limited to the fee expenditure requirement (cash flow) and the Western Riverside Council of Governments’ Administrative Plan. (4) Developer shall be entitled to credits as are available pursuant to the terms of the TUMF Program and the Parties shall enter into a TUMF Program credit agreement (or agreements), which the Parties agree shall be entered into by the Parties concurrent with approval of the master tentative subdivision map covering the entire Development, for Developer constructed off-site required improvements that are contained in the TUMF network, including but not limited to the County Line Road interchange improvements and the Sandalwood Interchange improvements discussed below subject to the Maximum TUMF Share as presented current WRCOG nexus study in place at the time of improvements. In the event the Parties have used their best good faith efforts to enter into a TUMF Program credit agreement but are unable to do so concurrent with the approval of the first subdivision map covering the entire Development due to circumstances beyond the Parties’ control, the City’s consideration of the tentative map shall not be delayed or withheld, and the Parties will enter into such agreement(s) prior to recordation of the first Final Map for the Development.
(5) The Parties agree that the County Line Road interchange improvements and the Sandalwood Interchange improvements are TUMF eligible facilities. The Parties further acknowledge that the City is pursuing various grant opportunities to help fund the County Line Road interchange improvements, and that if City is successful in obtaining one or more grants for this purposes it may be necessary for Developer to prepay certain TUMF obligations. The amount(s) and timing of such prepayment(s), if any, shall be negotiated by the Parties and memorialized in a TUMF Program credit agreement (or agreements) discussed above.

L. MSHCP Fees. The Multi-Species Habitat Conservation Plan (“MSHCP”) fee adopted pursuant to the Western Riverside County, Regional Conservation Authority Program, as codified in Chapter 16.05 of the Calimesa Municipal Code, shall be imposed upon the Development within the Property at the rate in effect as of the date of issuance of each construction permit for the Property. If allowed by the Western Riverside County Regional Conservation Authority, Developer shall be entitled to credits as might be available pursuant to the terms of the MSHCP fee or any MSHCP fee credit agreement entered into by the City and approved by the Western Riverside County Regional Conservation Authority.

M. Fire Apparatus Fair Share Contribution. Developer acknowledges and agrees that the Development conditions of approval require Developer to provide a fair share contribution to the City’s acquisition of a specialized fire apparatus (the “Fire Apparatus”). Developer

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agrees that its fair share contribution shall be calculated at the time the payment is due and memorialized through an Operating Memorandum, which amount shall be paid upon first COO for any industrial building within the Development.

SECTION 6.

COMMUNITY BENEFIT CONTRIBUTIONS
A. Financial Contributions and Dedications. In consideration of the benefits received by Developer pursuant to the terms of this Agreement, Developer shall provide City with the community benefit contributions (“CBCs”) in the form of fees and land dedications set forth in this Section. CBCs provided by Developer pursuant to this Section are not intended to be and are not exactions or Development Impact Fees, and shall by be used by City for the benefit of City and City’s residents as determined in the City Council’s sole and absolute discretion and in accordance with this Section. Developer shall not be entitled to any fee credit or reimbursement for the CBCs provided under this Section unless otherwise expressly stated in this Agreement.

B. Development Agreement CBC. Developer shall pay City a Development Agreement CBC (“Development Agreement CBC”) in the amount of Five Hundred Thousand Dollars ($500,000) for the initial 15-year Term of the Agreement. The Development Agreement CBC shall be in addition to all applicable administrative, application and processing fees in connection with the Development Approvals and this Agreement. above. The Development Agreement CBC shall be paid as follows:
(1) Two hundred thousand dollars ($200,000) within five (5) business days after all applicable appeal and challenge periods (defined as ninety (90) days if the City files a Notice of Determination in conjunction with the adoption of this Agreement) have expired for a third party to bring a legal challenge, lawsuit, or claim seeking to overturn or challenge the City’s approval of the Development Approvals (or, in the event a legal challenge, appeal, claim or lawsuit is filed seeking to challenge or overturn one or more of the Development Approvals, the Development Agreement CBC shall become due and payable within five (5) business days of resolution of such legal challenge, appeal, claim or lawsuit is fully resolved in City’s favor); and (2) Two hundred thousand dollars ($200,000) on or before the eighteen (18) month anniversary of the Effective Date of this Agreement; and (3) One hundred thousand dollars ($100,000) on or before the third anniversary of the Effective Date of this Agreement.

C. Development Agreement Extension CBC. Developer shall pay an additional One Hundred Twenty-Five Thousand Dollar ($125,000) (each an “Extension CBC”) for each five-year extension of the Term of this Agreement obtained by Developer under Section

3.B. Developer shall not be obligated to seek or obtain one or both five-year extensions, and nothing herein requires Developer to make an Extension Payment to the City unless such payment is in conjunction with Developer requesting and obtaining a five-year extension of the Term of this Agreement under Section 3.B. above. In the event Developer

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requests and obtains the first five-year extension of the Term of this Agreement, the first Extension Payment in the amount of $125,000 shall be due and payable to the City within thirty (30) calendar days of Developer’s receipt of the City’s written notice granting the first five-year extension. In the event Developer then requests and obtains a second fiveyear extension of the Term of this Agreement under Section 3.B. above, the second Extension Payment in the amount of $125,000 shall be due and payable within thirty (30) calendar days of Developer’s receipt of the City’s written notice granting the second fiveyear extension of the Term of this Agreement.

D. Residential CBC.
(1) Amount, Phasing. Developer (including Developer’s successors and assigns) shall pay to City a Residential CBC (“Residential CBC”) for each single-family residential dwelling unit constructed within the Development. The Residential CBC shall be paid on a per-unit basis upon issuance of building permit for each applicable residential unit in an amount according to the following schedule:
a. $500 per unit for Residential Units 1 through 730.
b. $550 per unit for Residential Units 731 through 1,460. c. $600 per unit for Residential Units 1,461 through 2,190. d. $650 per unit for Residential Units 2,191 through 2,920. e. $700 per unit for all Residential Units after the 2,920th. (2) Exemption, Inclusionary Housing Units. All deed-restricted residential units within the Development constructed in accordance with the requirements of Calimesa Municipal Code Chapter 18.130 shall be exempt from the Residential CBC.
(3) Survival. All unsatisfied Residential CBC payment obligations shall survive any partial termination of this Agreement pursuant to Section 3.I.

E. Business Park Zone CBC. Developer (including Developer’s successors and assigns) shall pay to City an Industrial CBC (“Industrial CBC”) for each industrial building in the Business Park Zone in accordance with the following:
(1) Amount. Except as otherwise provided in the following paragraph (2), the Industrial CBC for each industrial building constructed in the Business Park zone in the Development shall be paid on a per-square-foot basis upon issuance of a COO for each applicable unit in the amount of one dollar and fifty cents ($1.50) per square foot.

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(2) Planning Area 3, Medical, Educational, and Professional Office Uses. a. Planning Area 3 (PA 3) is an approximately 17.5-gross-acre parcel designated as Business Park that has an anticipated maximum net usable building area of 240,000 square feet.
b. Developer agrees to use its commercially reasonable efforts to develop PA 3 as medical, educational, or professional office use(s). The Industrial CBC will be waived for each unit within PA 3 constructed and occupied by medical, education, or professional office(s).
c. If Developer elects to build industrial building(s) on PA 3, the Industrial CBC for each building constructed in Planning Area 3 shall be paid at the rate of three dollars ($3.00) per square foot prior to issuance of a COO for each applicable unit.
d. If the use of the building(s) changes within 5 years of initial COO, the CBC fee of $3.00 per square foot will be required prior to issuance of a Conditional Use Permit or Certificate of Occupancy, which ever applies to the change in use.
(3) Survival. All unsatisfied Industrial CBC payment obligations shall survive any partial termination of this Agreement pursuant to Section 3.J.

F. Tribal Cultural Landscape Study CBC. Within ninety (90) calendar days of the Effective Date of this Agreement, Developer shall pay City one-time lump sum amount of Fifty Thousand Dollars ($50,000) as a Tribal Cultural Landscape Study Community Benefit Contribution (“Tribal Cultural Landscape Study CBC”), which City shall contribute to the Morongo Band of Mission Indians to fund a Tribal Cultural Landscape Study.

G. Offsite Park/Open Space CBC. On or before the issuance of the second COO for an industrial building in the Business Park area of the Development, Developer shall pay City a one-time lump sum amount of Three Million Dollars ($3,000,000) as an Offsite Park/Open Space Community Benefit Contribution (“Offsite Park/Open Space CBC”), which City shall, in its sole discretion, use for acquisition and/or development of new offsite park or open space areas.

H. Welcome Sign CBC. Within ninety (90) calendar days after the completion of the roundabout at Calimesa Boulevard and County Line Road, as designed and constructed by City, or prior to issuance of the second COO for an industrial building in the Business Park area of the Development (whichever occurs first), Developer shall pay City a one-time lump sum of Two Hundred Fifty Thousand Dollars ($250,000) as a Welcome Sign Community Benefit Contribution (“Welcome Sign CBC”), which City shall, in its sole discretion, use toward design, acquisition, engineering and/or construction of a “Welcome to Calimesa” sign (the “Welcome Sign”) at a location of the City’s choice on Calimesa Boulevard. Developer shall not be responsible under this Agreement for any costs related to the Welcome Sign, including but not limited to any necessary right-of-way acquisition, beyond the one-time Welcome Sign CBC payment.

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I. Planning Area 56 Land Dedication. Developer shall include on Developer’s first final subdivision map for the Development an irrevocable offer of dedication in favor of City for an approximately 5.3-acre parcel in Planning Area 56 (the “City Parcel”) at no cost to City, which City may, in its sole discretion, use for any valid public purpose subject only to a deed restriction acknowledging the designation of Planning Area 56 for Public Facilities (PF) and intended to accommodate a wide range of potential City facilities, including administrative offices, equipment storage, a Public Works yard, fire station, or other ancillary public uses as determined by the City.

J. Roberts Road Bridge
(1) Developer shall contribute fifty percent (50%) toward the total and actual cost incurred for the design, construction, installation, and finally completion of the proposed Roberts Road Bridge, as specified in Exhibit J, on or before the earliest occurrence of any of the following events: (i) issuance of a COO for the second industrial building in Phase 2 of the Business Park zoning of the Development; (ii) issuance of a COO for the 2,000th residential building permit within the Development; or (iii) start of construction of the Roberts Road Bridge, whichever occurs first. In 2018, the total bridge cost was estimated at $8.8 million. City shall provide Developer with an estimate of Developer’s contribution for the Roberts Road Bridge based on the estimated total cost of completion of the Roberts Road Bridge at the time of payment. If fifty percent (50%) of the actual total cost ultimately exceeds the estimate used at the time of Developer’s contribution, then Developer shall pay City the difference no later than thirty (30) days after completion and City’s acceptance of the Roberts Road Bridge. (2) City shall apply Developer’s contributions for the Roberts Road Bridge as credit against Developer’s Street and Traffic DIF obligation as calculated at the time any building permit for the Development is issued based on the then-applicable DIF rate. Once Developer’s credits from its contribution are exhausted, Developer shall be responsible for payment of the balance of its Street and Traffic DIF obligation in accordance with Section 5.B(1).

SECTION 7.

INDEMNIFICATION.

A. Generally. To the maximum extent permitted by law, Developer must defend, indemnify, and hold City and its elected officials, officers, contractors serving as City officials, agents, and employees ("Indemnitees") harmless from liability for damage and/or claims for damage for personal injuries, including death, and claims for property damage, and with respect to all other actions and liabilities for damages caused or alleged to have been caused by reason of Developer's activities in connection with the Development and/or other activities on the Property, and which may arise from the direct or indirect operations of Developer or those of Developer's contractors, agents, tenants, employees, or any other persons acting on Developer's behalf, which relate to the Development and/or other activities on the Property; except to the extent caused by the active negligence or

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intentional misconduct of Indemnitees. This indemnity provision applies to all damages and claims for damage, as described above, regardless of whether the City prepared, supplied, or approved the plans, specifications, or other documents for the Development, including any associated public or private improvements.

B. Prevailing Wages. Without limiting the generality of paragraph A, Developer shall also defend, indemnify, and hold the Indemnitees harmless from and against any and all claims, liabilities, losses, damages, costs, and expenses arising from or related to any claims that Developer or Developer's contractors are required to pay prevailing wages pursuant to Labor Code section 1720 et seq., in connection with Development of the Property.

C. Third Party Legal Challenges. Without limiting the generality of paragraph A, in the event of any legal action challenging the validity, applicability, or interpretation of any provision of this Agreement, any of the Development Approvals, the Subsequent Development Approvals or any other entitlements pertaining to the Property, including, the City's General Plan, Zoning Code, or any other supporting document relating to the Development, Developer shall also indemnify, defend, and hold harmless the Indemnitees with respect to all liability, costs, and expenses incurred by, and/or awarded against, the City or any of the Indemnitees in relation to such action.

D. City’s Defense. With respect to any legal action or claim falling within Developer's defense, indemnity, and hold harmless obligations, the City shall have the right to select counsel of its choice and the Parties shall cooperate in the defense. Developer shall provide to City, and maintain for the duration of such action or claim, a cash deposit in an amount or amounts determined by the City Attorney to be reasonably necessary to cover City's legal fees, costs, and expenses. Developer shall not be entitled to a refund of funds expended from the deposit regardless of the outcome of the action or claim. City shall refund to Developer any unexpended funds from the deposit within thirty (30) days of any final disposition or full and complete settlement of the action or claim.

E. Developer’s Right to Proceed. In the event of any litigation challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force and effect while such litigation, including any appellate review, is pending, unless otherwise ordered by the court. Absent issuance of an injunction, Developer may elect to continue Development under this Agreement pending completion of the litigation but it shall do so at its sole risk, and City shall not be liable for any loss suffered as a result thereof.

F. Survival. This Section shall survive the expiration or earlier termination of this Agreement.

SECTION 8.

COMPLIANCE REVIEW AND ADMINISTRATION
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.

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B. Good Faith Compliance. During each periodic review, Developer shall be required to demonstrate good faith compliance with the terms of this Agreement. 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.

C. 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.

D. 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.

Within thirty (30) calendar days following receipt of the notice, Developer shall submit evidence to the City Council of Developer’s good faith compliance with this Agreement and the review and determination shall proceed in the same manner as provided for the annual review. The City Council shall initiate its review pursuant to this paragraph only if it has probable cause to believe City’s general health, safety or welfare is at risk as a result of specific acts or failures to act by Developer.

E. Administration of Agreement. City’s City Manager, or their designee, shall be responsible for administering this Agreement on behalf of City.

F. Availability of Documents. If requested by Developer, City agrees to provide to Developer copies of any documents, reports or other items reviewed, accumulated or prepared by or for City in connection with any periodic compliance review by City, provided Developer reimburses City for all reasonable and direct costs and fees incurred by City with respect thereto. City shall respond to Developer’s request on or before ten (10) business days have elapsed from City’s receipt of the request.

SECTION 9.

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 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

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involve the payment of money; provided, however, that if the breach may not reasonably be cured within the thirty (30) 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 of this Agreement. Developer therefore specifically agrees that, except for the payment of attorneys' fees in accordance with this Agreement, City shall not be liable in damages to Developer, or to any assignee, Transferee, successor-in-interest, or any other person, and Developer covenants on behalf of itself and its successors-in-interest not to sue for or claim any damages, including damages arising from or related to: (i) any breach of this Agreement; (ii) the taking, impairment or restriction of any right or interest conveyed or provided hereunder or pursuant hereto; (iii) any dispute, controversy, or issue regarding the application or interpretation or effect of the provisions of this Agreement; and (iv) any injury to or interference with the rights of Developer, allegedly or actually arising out of, or incurred in connection with, the Parties entering this Agreement, or their exercise of any rights under 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, except for the payment of attorneys' fees in accordance with this Agreement. Furthermore, City, in addition to or as an alternative to exercising the remedies set forth in this paragraph, 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. 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

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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.

F. 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 Indemnitees (as defined in A 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. Developer’s indemnity obligations set forth in this Section shall survive the termination or expiration of this Agreement.

SECTION 10.

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

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provided to Developer. The Mortgagee shall have the right, but not the obligation, to cure, correct or remedy 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.

SECTION 11.

ESTOPPEL CERTIFICATES.

A. Written Request. Either Party may at any time deliver written notice to the other Party requesting an estoppel certificate (the “Estoppel Certificate”) stating: (1) this Agreement is in full force and effect and is a binding obligation of the Parties; (2) this Agreement has not been amended or modified either orally or in writing or, if so amended, identifying the amendments; and (3) 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.

B. 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) calendar days after receipt of the request.

C. 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.

D. Reliance. An Estoppel Certificate may be relied on by successors, assignees and mortgagees.

E. 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.

F. 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

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or modified either orally or in writing and that no defaults in the performance of the requesting Party’s obligations under this Agreement exist.

SECTION 12.

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:

To City: City of Calimesa
908 Park Avenue
Calimesa CA 92320
Attn: City Manager
With a copy to: Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, CA 90071
Attn: Calimesa City Attorney
To Developer: Mesa Verde Owner, LLC
18565 Jamboree Road, Suite 200
Irvine, CA 92612
Attn: William A. Shopoff
With a copies to: Artemis, A Barings Company
2000 Avenue of the Stars, Suite 630 N
Los Angeles, CA 90067
Attn: Jonathan Rainford, Managing Director
and
Jackson Tidus, a Law Corporation
2030 Main Street, 15th Floor
Irvine, California 92614
Attn: Gregory P. Powers, Esq.

Any written notice, demand or communication shall be deemed received immediately if personally delivered or delivered by same-day or overnight 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

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failures to perform are due to the elements, fire, earthquakes or other acts of God, strikes, labor disputes, lockouts, acts of the public enemy, riots, insurrections, pandemics, or governmental restrictions imposed or mandated by other governmental entities. City and Developer may also extend times of performance under this Agreement in writing.

Notwithstanding the foregoing, Developer is not entitled pursuant to this paragraph to an extension of time to perform because of past, present or future difficulty in obtaining suitable construction financing or permanent financing for the Development, or because of economic or market conditions.

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 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. Covenant against Discrimination. Developer and City covenant and agree, for themselves and their respective successors and assigns, that there shall be no discrimination against, or segregation of, any person or group or persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry, or any other impermissible classification, in the performance of this Agreement. Developer shall comply with the Americans with Disabilities Act of 1990, as amended (42 U.S.C. § 12101 et seq.).

H. 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 paragraph. 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

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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.

I. 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.

J. Property Approvals Independent. All approvals required for the Property that may be or have been granted, and all land use entitlements or approvals generally that have been issued or will be issued by City with respect to the Property, constitute independent actions and approvals by City. If any provision of this Agreement, or the application of any provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid or unenforceable, or if this Agreement terminates for any reason, then the invalidity, unenforceability or termination of the provision or application shall not affect the validity or effectiveness of any the Development Approvals or other land use approvals and entitlements. In such cases, the approvals and entitlements will remain in effect pursuant to their own terms, provisions, and the conditions of approval. It is understood by the Parties to this Agreement that pursuant to existing law, if this Agreement terminates or is held invalid or unenforceable as described above, the approvals and entitlements shall not remain valid for the Term, but shall remain valid for the term(s) of the approvals and entitlements.

K. Construction. This 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, “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 headings and captions of the sections, paragraphs, and exhibits 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, paragraph, or exhibit are the sections, paragraphs, 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.

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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 through I, identified as follows, are attached to this Agreement and are incorporated in this Agreement as though set forth in full:

Exhibit A. Legal Description of Property
Exhibit B. Depiction of Property and Site Map
Exhibit C. List of Legal Entities Defined as “Developer” Exhibit D. List of Development Impact Fees and Rates
Exhibit E. County Line Road Improvements
Exhibit F. Development Milestones for Extension of DA
Exhibit G. Reserved
Exhibit H. Sandalwood Interchange Improvements Obligations and Timing Exhibit I. County Line Road Interchange Improvements Obligations and Timing
Exhibit J. Robert Road Bridge Improvements
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 to its knowledge as of the Reference Date: (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.

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S. No Brokers. Each of City and Developer represents to the other Party that it has not engaged the services of any finder or broker and that it is not liable for any real estate commissions, broker’s fees or finder’s fees that may accrue by means of this Agreement, and agrees to hold harmless the other Party from the commissions or fees as are alleged to be due from the Party making the representations.

T. 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 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.

U. Interpretation and Governing Law. The language in all parts of this Agreement shall, in all cases, be construed as a whole and in accordance with its fair meaning and shall not be construed against either Party on the basis of that Party being the drafter of such language.

Each Party acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice while negotiating this Agreement and prior to its execution.

This Agreement and any dispute arising under this Agreement shall be governed and interpreted in accordance with the laws of the State of California. Venue for any action or litigation brought for breach or to enforce any provision of this Agreement shall be the County of Riverside, 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.

V. No Joint and Several Liability. At any time that there is more than one Developer, no breach of this Agreement by a developer shall constitute a breach by any other developer.

Any remedy, obligation, or liability, including, but not limited to, the obligations to defend and indemnify City, arising by reason of the breach shall be applicable solely to Developer that committed the breach. However, City shall send a copy of any notice of violation to all Developers, including those not in breach. In addition, and except as provided in Section

3.E, a default by any Transferee shall only affect that portion of the Property owned by the Transferee and shall not cancel or diminish in any way Developer’s rights under this Agreement with respect to any portion of the Property not owned by the Transferee. The Transferee shall be responsible for the reporting and annual review requirements relating to the portion of the Property owned by the Transferee, and any amendment to this Agreement between City and a Transferee shall only affect the portion of the Property owned by the Transferee.

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W. Conflicts of Interest; Prohibited Interests. Developer warrants and maintains as of the Effective Date of this Agreement that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Developer. If any information regarding an officer of employee of the City having an interest in this transaction or in the business of Developer as of the Effective Date of this Agreement comes to the knowledge of Developer at any time during the Term of this Agreement, Developer shall immediately make a complete, written disclosure of such interest to the City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws. If the City subsequently is provided information that Developer had knowledge but failed to disclose knowledge of any such interest, and Developer fails to acknowledge such interest within 14 days of notification by the City, Developer’s failure shall constitute a breach of this Agreement.
[INTENTIONALLY LEFT BLANK; SIGNATURES ON NEXT PAGE]

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[INSERT SIGNATURE BLOCKS FOR PARTIES]

Exhibit A

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CALIMESA,

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

PARCEL 9 OF PARCEL MAP NO. 31922, IN THE CITY OF CALIMESA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 209, PAGES 31 THROUGH 38, INCLUSIVE AND AS AMENDED BY AMENDED MAP OF PARCEL MAP NO. 31922, RECORDED IN BOOK 221, PAGES 56 THROUGH 64, INCLUSIVE, BOTH OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM THAT PORTION OF SAID PARCEL 9 DESCRIBED IN THE

IRREVOCABLE OFFER OF DEDICATION OF FEE INTEREST RECORDED NOVEMBER 19, 2007 AS INSTRUMENT NO. 2007-0703605 OF OFFICIAL RECORDS AND 2010-0539120

OF OFFICIAL RECORDS
APN: 411-210-010, 411-210-028, 413-030-025, 413-040-013, 413-040-017, 413-040-018, 13- 040-020, 413-040-023, 413-160-011, 413-200-033, 413-200-040, 413-200-042, 413-200-044 AND 413-200-048.

Exhibit B

EXHIBIT B

DEPICTION OF PROPERTY, SITE MAP, AND PHASING PLAN
This chapter describes the Mesa Verde Specific Plan 2023 Project (Project and/or Specific Plan Amendment) proposed by Mesa Verde Owners, LLC (Applicant). The Project is an Amendment to the Mesa Verde Specific Plan (SPA 13-01) that was previously adopted in 2017. Section 2.2, Project History includes an overview of the previous approvals for the Mesa Verde Specific Plan.

The purpose of this chapter is to describe the proposed Project in a manner that will be meaningful for review by the public, reviewing agencies, and decision-makers in accordance with the California Environmental Quality Act (CEQA), Public Resources Code Sections 21000 et seq., and the CEQA Guidelines (14 California Code of Regulations 15000 et seq.). Per the requirements of Section 15124 of the CEQA Guidelines, a complete project description must contain the following information:
(a) the precise location and boundaries of the proposed project, shown on a detailed map, along with a regional map of the project’s location (see Section 3.1); (b) a statement of the objectives sought by the proposed project, which should include the underlying purpose of the project (see Section 3.9);
(c) a general description of the project’s technical, economic, and environmental characteristics, considering the principal engineering documentation and supporting public service facilities (see Section 3.3); and
(d) a statement briefly describing the intended uses of the EIR, including a list of the agencies that are expected to use the EIR in their decision making, a list of permits or other approvals required to implement the project, and a list of related environmental review and consultation requirements imposed by federal, state, or local laws, regulations, or policies (see Sections 3.10 and 3.11).

In accordance with Section 15124, the description of a project “should not supply extensive detail beyond that needed for evaluation and review of environmental impacts.” This chapter of the Draft Subsequent Environmental Impact Report (SEIR) includes the required information, as listed above.

As stated in Section 15126.2 of the CEQA Guidelines, an EIR must identify and focus on the significant effects of a project on the environment. In assessing the impacts of a proposed project, the lead agency “should normally limit its examination to changes in the existing physical conditions in the affected area as they exist at the time the notice of preparation is published.” The approval and implementation of the proposed Project would allow for physical changes in the environment, which are analyzed in this Draft SEIR.

Exhibit B Site Map

Exhibit B - Phasing Plan

Exhibit C

EXHIBIT C
LIST OF LEGAL ENTITIES DEFINED AS “DEVELOPER”
Mesa Verde Owner, LLC
18565 Jamboree Road, Suite 200
Irvine, CA 92612

Exhibit D

EXHIBIT D

LIST OF DEVELOPMENT IMPACT FEES CATEGORIES

1. Law Enforcement Facilities

2. Fire Protection Facilities

3. Street and Traffic Facilities

4. Storm Drainage Facilities

5. General Government Facilities

6. Library Space and Collection Items

7. Park Land and Park Improvements

Exhibit E

EXHIBIT E
County Line Road Improvements

SCALE. 1 "=500'
EXHIBIT "E"

WEST COUNTY LINE ROAD IMPROVEMENTS
MESA VERDE - TR 33931

CITY OF CALIMESA

COUNTY LINE LANE
BEGIN
IMPROVEMENTS �

OFFS/TE
�
�
PRBPARBD FOR: MESA VERDE OWNER, LLC.
18565 JAMBOREE ROAD, SUITE 200
//?VINE, CA 92612
PRBPARBD BY: ILi HUNSAKER & ASSOCIATES
IRVINE, INC .

PLANNING • ENGINEERING • SURVEYING
Three Hughes • Irvine, CA 92618 • Pt-t (949) 583-1010 • FX: (949) 583,0759 ' NOTE: PROPERTY LINES SHOWN HEREON ARE FROM COUNTY GIS FILES AND HAVE NOT BEEN SURVEYED. DATE PREPARED: 2026-06-03 DATE: Jun. 03, 2026 03:20:47 PM FILE: F:\ 7227\Plonning\0A_Project\Ex_Genera!\County Line Rood widening\Exh_County Line Rood Widening.dwg

Exhibit F

EXHIBIT F

DEVELOPMENT MILESTONES FOR EXTENSION OF DA
Milestones met to warrant approval of an extension to this Development Agreement in accordance with Section 3.B. Term
This Agreement establishes the initial Term to be 15-years with two 5-year extensions available.

Extensions may be necessary if market demands inhibit the ability to complete the Development within the initial 15-years. The following development milestones are required to qualify for the extension(s):

1. First 5-year extension ($125,000 CBC):
a) Issuance of building permits for 750 residential units, and; b) Pay $3 Million in DA fees, and;
c) Design of 10 acres of parks, or;
d) Issuance of building permits for two industrial buildings, and; e) Pay $3 Million in Development Agreement Fees and/or Development Impact Fees, and;
f) Design of 10 acres of public parks

2. Second 5-year extension ($125,000 CBC):
a) Issuance of building permits for an additional 750 residential units, or; b) Issuance of a building permit for an additional industrial building, and; c) Pay $3 Million in Development Agreement Fees and/or Development Impact Fees If conditions for both extensions are met within the first 15-year term, Developer may apply for both extensions at the same time.

Exhibit G

EXHIBIT G
[RESERVED]

Exhibit H

EXHIBIT H

SANDALWOOD INTERCHANGE IMPROVEMENTS

OBLIGATIONS AND TIMING
The construction, timing, and cost obligations for the Sandalwood interchange improvements are fully set forth in this exhibit. Interchange improvement phasing and timing shall comply with Mesa Verde Specific Plan Area 2 Amendment 2, Traffic Analysis dated April 14, 2025, Table 1-4, Improvements Required to Maintain General Plan Consistency for Existing Plus Project Conditions, as modified by the City Engineer or Caltrans.

Interim Traffic Signals (Phase 1 Improvements) – Developer shall be responsible for prepare Caltrans applications and design for Phase 1 improvements and submit them to the City for approval prior to formal submittal to Caltrans for processing and permitting. Costs associated with Phase 1 improvements are “throw away” and will not be eligible for any fee credits.

For ultimate improvements:

1. Developer shall execute a Western Riverside County Association of Governments (WRCOG) Transportation Uniform Mitigation Fee (TUMF) credit agreement with the City and WRCOG. Cost associated with application processing (City costs and Caltrans processing fees) are eligible for TUMF credits. Credit agreement shall be executed no later than 60 days after master tentative map Planning Commission approval.

2. City will serve as lead agency to process all Caltrans applications. Developer shall pay all costs, subject to TUMF credits, for Caltrans application processing including City application preparation costs and Caltrans processing fees. Applications include Project Study Report; Project Approval and Environmental Document; Plans, Specifications and Estimates; and Right-of-Way acquisition approval processing. Developer and its technical support team shall provide, as directed by the City Engineer, Caltrans application technical support including preparation of traffic and environmental studies.

3. City will serve as lead agency for right-of-way acquisition. Developer shall, subject to TUMF credits, pay all right-of-way acquisition costs.

4. City will serve as lead agency for improvement construction. Developer shall pay all construction and related costs.

Exhibit H
EXHIBIT H (Continued)

SANDALWOOD INTERCHANGE IMPROVEMENTS

OBLIGATIONS AND TIMING
i) Construction of Roberts Road bridge south of Mesa Verde and the extension of Roberts Road to Singleton Road will provide additional traffic capacity.

Developer may, in cooperation with the Summerwind Project and/or the Town Center Project, construct Roberts Road from Sandalwood to Singleton, allowing construction of additional industrial buildings while maintaining LOS ‘D’ at the Sandalwood interchange.
b) Ultimate Interchange
i) City will be the lead with Caltrans for the ultimate interchange. Timing of the Caltrans approvals and construction of the interchange will be determined by City.

Exhibit I

EXHIBIT I

COUNTY LINE ROAD INTERCHANGE IMPROVEMENTS

OBLIGATIONS AND TIMING
The construction, timing, and cost obligations for the County Line Road interchange improvements are fully set forth in this exhibit. Interchange improvement phasing and timing shall comply with Mesa Verde Specific Plan Area 2 Amendment 2, Traffic Analysis dated April 14, 2025, Table 1-4, Improvements Required to Maintain General Plan Consistency for Existing Plus Project Conditions, as modified by the City Engineer or Caltrans and as follows:

1. Developer shall pay fair share contribution for construction of Interim Traffic Signals – constructed by others – in the amount of $492,000, in accordance with that Fair Share Agreement and Memorandum of Understanding for the County Line Rd/Interstate 10 Freeway Interchange Interim Traffic Signal Project dated November 12, 2024 between the City of Calimesa and the City of Yucaipa, prior to issuance of any certificates of occupancy.

2. Developer shall execute a Western Riverside County Association of Governments (WRCOG) Transportation Uniform Mitigation Fee (TUMF) credit agreement for ultimate improvements with the City and WRCOG. Cost associated with application processing (City costs and Caltrans processing fees) are eligible for TUMF credits. Credit agreement shall be executed prior to grading permit issuance for Phase 4.

3. Developer shall pay all costs, subject to TUMF credits, for Caltrans application processing including City application preparation costs and Caltrans processing fees. City will serve as lead agency to process all Caltrans applications. Applications include Project Study Report; Project Approval and Environmental Document; Plans, Specifications and Estimates, and Right-of-Way acquisition approval processing. Developer and its technical support team shall provide, as directed by the City Engineer, Caltrans application technical support including preparation of traffic and environmental studies.

4. City will serve as lead agency for right-of-way acquisition. Developer shall, subject to TUMF credits, pay all right-of-way acquisition costs.

5. City will serve as lead agency for improvement construction. Developer shall, subject to TUMF credits, pay all construction and related costs.

Exhibit J

EXHIBIT J

LOCATION OF ROBERTS ROAD BRIDGE
Proposed Garden Air Wash Bridge

RESOLUTION NO. 2026-54

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALIMESA,

CALIFORNIA APPROVING THE SECOND REVISION TO PREVIOUSLY
APPROVED TENTATIVE TRACT MAP NO. 33931 PROPOSING THE
SUBDIVISION OF 1,463.1 ACRES INTO 114 LOTS CONSISTENT WITH THE BOUNDARIES OF THE MESA VERDE SPECIFIC PLAN AREA 2,
AMENDMENT NO. 2 INCLUDING PUBLIC STREETS AND EASEMENTS

FOR UTILITIES AND INGRESS/EGRESS, LOCATED IN THE MESA

VERDE SPECIFIC PLAN LOCATED ON REAL PROPERTY IN THE
NORTHWEST PORTION OF THE CITY, WEST OF INTERSTATE 10 (I10) (APNs: 411-210-010, 411-210-028, 413-030-025, 413-040-013, 413- 040-017, 413-040-018, 413-040-020, 413-040-023, 413-160-011, 413-200- 003, 413-200-040, 413-200-042, 413-200-044 and 413-200-048) The City Council of the City of Calimesa hereby finds and determines that:

WHEREAS, Mesa Verde Owners, LLC (the "Applicant") has submitted an application to the City of Calimesa for the second revision to previously approved Tentative Tract Map No. 33931 (“TTM 33931 Rev 2”) proposing to subdivide 1,436.1 acres into 114 lots consistent with the boundaries of the Mesa Verde Specific Plan Area 2, Amendment No. 2 (SPA 23-01) including public streets and easements for utilities and ingress/egress, for finance and conveyance purposes for the Mesa Verde Specific Plan, on certain real property located on Assessor Parcel Numbers (APNS): 411-210-010, 411-210-028,413-030-025, 413-040-013, 413-040-017, 413- 040-018, 413-040-020, 413-040-023, 413-160-011, 413-200-003, 413-200-040, 413-200-042, 413-200-044 and 413-200-048); and
WHEREAS, the Applicant has also requested approval of the following applications approvals, which along with TTM 33931 Rev 2 are referred to collectively herein as the “Project”:
(1) EA 23-02, certifying a Subsequent Environmental Impact Report and Mitigation Monitoring and Reporting Program for the Mesa Verde Specific Plan Project (SCH# 2004071045), and EA 25-3, approving a Consistency Checklist for the Mesa Verde implementing projects; and
(2) GPA 23-01 amends the City’s existing General Plan to (a) modify Figure LU-1, Land Use Map, to reflect the new land use designation changes; (b) modify Figure TM-1, Circulation Map, to reflect the new roadway configuration and categorization changes; (c) modify Figure OSPR-1, Existing Public Parks and Open Space Areas, to reflect the new public parks; (d) modify Figure OSPR-2, Trails Master Plan, to reflect the new trails system; (e) modify Figure SAF-1, Fault Zones to indicate that the fault depicted within the Mesa Verde Specific Plan area has been determined to be inactive pursuant to geotechnical studies performed on-site; (f) modify Figure SAF-7, Evacuation Routes to show evacuation routes from the Mesa Verde Specific Plan area along County Line Road, Sandalwood Drive and Roberts Road and (g) update references to the “Mesa Verde Estates” Specific Plan to reflect the Mesa Verde Specific Plan Amendment; and

Resolution 2026-54
TTM 33931 Revision 2

(3) SPA 23-01 would replace the previously approved 2017 Specific Plan for the 1,463.1-acre property to provide for the orderly development of a property through compliance with site-specific development standards that are consistent with the intent and policies of the amended General Plan. ZC 23-01 proposes to modify the City’s official zoning map as it applies to the 1,436.1-acre project site including redistribution and development standards of the Residential, Mixed-Use, Public/Quasi-Public Facilities, Open Space, Elementary School, and Calimesa Public works zone districts and creation of a new Commercial zone and Business Park zone; and provision of updated development standards accordingly; and (4) DA 25-4 proposes an agreement between the City and the Applicant that specifies the respective development and financial obligations of both parties; and (5) DPR 24-06 and CUP 24-05 for Planning Area 2/Building 2 – Design review and conditional use permit for a proposed Business Park development consisting of an approximately 717,230 square foot warehouse facility building on approximately 53.91-gross acres within Planning Area 2 of the amended MVSP (portions of APNs 413-040-017, 411-210- 028, 413-200-040, 413-200-044 and 413-160-011); and
(6) DPR 24-07 and CUP 24-06 for Planning Area 4/Building 4 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately an approximately 702,120 square foot warehouse facility building on approximately 37.68-gross acres within Planning Area 4 of the amended MVSP (portions of APNs 413-040-017 and 413- 160-011); and
(7) DPR 24-08 and CUP 24-07 Planning Area 5/Building 5 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 700,150 square foot warehouse facility building on approximately 34.49-gross acres within Planning Area 5 of the amended MVSP (portions of APNs 413-040-017 and 413-160-011); and (8) DPR 24-09 and CUP 24-08 for Planning Area 6/Building 6 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 717,600 square foot warehouse facility building on approximately 37.46-gross acres within Planning Area 6 of the amended MVSP (portions of APNs 413-040-017 and 413-160-011); and (9) DPR 24-10 and CUP 24-09 for Planning Area 7/Building 7 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 614,300 square foot warehouse facility building on approximately 32.06-gross acres within Planning Area 7 of the amended MVSP (portions of APNs 413-160-011 and 413-040-020); and (10) DPR 24-11 and CUP 24-10 for Planning Area 8/Building 8 – Design Review and Conditional Use Permit for proposed Business Park development consisting of an approximately 654,400 square foot warehouse facility building on approximately 27.31-gross acres within the amended MVSP (portions of APNs 413-040-020 and 413-040-018); and (11) TTM 39086 is a proposed tract map to subdivide approximately 17.1 acres into 112 single-family lots with a density of 6.5 DUs/ac within Planning Area 13 of the Mesa Verde Specific Plan; and

Resolution 2026-54
TTM 33931 Revision 2

(12) TTM 39087 is a proposed parcel map to subdivide approximately 19.5 acres into 76 single-family lots with a density of 3.9 DUs/ac within Planning Area 14 of the Mesa Verde Specific Plan; and
(13) TTM 39088 is a proposed parcel map to subdivide approximately 16.6 acres into 84 single-family lots with a density of 5.0 DUs/ac within Planning Area 15 of the Mesa Verde Specific Plan; and
(14) TTM 39089 is a proposed parcel map to subdivide approximately 15.9 acres into 84 single-family lots with a density of 5.3 DUs/ac within Planning Area 16 of the Mesa Verde Specific Plan; and
(15) TTM 39090 is a proposed parcel map to subdivide approximately 10.7 acres into 60 single-family lots with a density of 5.6 DUs/ac within Planning Area 18 of the Mesa Verde Specific Plan; and
(16) TTM 39091 is a proposed parcel map to subdivide approximately 21.4 acres into 133 single-family lots with a density of 6.2 DUs/ac within Planning Area 19 of the Mesa Verde Specific Plan; and
WHEREAS, pursuant to the California Environmental Quality Act (“CEQA”) and State CEQA Guidelines, EA 23-02, a Subsequent Environmental Impact Report to the previously certified Mesa Verde Specific Plan Environmental Impact Report (SEIR) (SCH#2004071045) including the associated Mitigation Monitoring and Reporting Program (MMRP), Statement of Fact and Overriding Considerations and subsequent addendums prepared for the Project examined the proposed project and evaluated the potential environmental effects associated with the proposed GPA, SPA/ZC, DA and TTM No. 33931, Revision No. 2, and pursuant to CEQA Guidelines Section 15162 and EA 25-3, a Consistency Checklist, was prepared to evaluated the twelve implementing projects described herein and determined that the implementing projects were adequately addressed within the scope of EA 23-02, in compliance with the requirements of CEQA; and
WHEREAS, the requested TTM No. 33931 Revision 2 would allow for the subdivision of 1,436.1 acres into 114 lots including public streets, easements for utilities and ingress/egress, consistent with the boundaries of the Mesa Verde Specific Plan Area 2, Amendment No. 2; thereby, allowing for a variety of uses for the City of Calimesa; and WHEREAS, the City of Calimesa Planning Department on June 26, 2026, caused to be published a legal notice in the Yucaipa-Calimesa News Mirror, a local paper of general circulation, indicating the date, time, and location of the Planning Commission public hearing on the proposed Project, and CEQA findings regarding these applications; and WHEREAS, not less than 20 days prior to the public hearing, the City also distributed copies of the Public Hearing Notice to servicing utilities, adjacent public agencies, Native American Tribes; and in addition, copies of the Notice were distributed via United States Postal Service to local agencies, property owners within a 600-foot radius of the Project site in

Resolution 2026-54
TTM 33931 Revision 2

accordance with state law, and other interested parties; and the Public Hearing Notice was also posted on the City’s website, at City Hall, and at the Calimesa library, and five 6’x6’ public hearing signs were posted at conspicuous locations on the property; and WHEREAS, on August 10, 2026, the Planning Commission conducted a duly noticed public hearing on the Project, and determined that the full scope of the Project was reviewed in accordance with CEQA and at that time adopted Resolution No. 2026-18 recommending certification of the SEIR and the Consistency Checklist to the City Council, following the receipt of all testimony, closed the public hearing; and
WHEREAS, the City of Calimesa Planning Department on August 28, 2026, caused to be published a legal notice in the Yucaipa-Calimesa News Mirror, a local paper of general circulation, indicating the date, time, and location of the City Council public hearing on the proposed Project, and CEQA findings regarding these applications; and WHEREAS, not less than 20 days prior to the public hearing, the City also distributed copies of the Public Hearing Notice to servicing utilities, adjacent public agencies, Native American Tribes; and in addition, copies of the Notice were distributed via United States Postal Service to local agencies, property owners within a 600-foot radius of the Project site in accordance with state law, and other interested parties; and the Public Hearing Notice was also posted on the City’s website, at City Hall, and at the Calimesa library, and five 6’x6’ public hearing signs were posted at conspicuous locations on the property; and WHEREAS, on September 21, 2026, the City Council conducted a duly noticed public hearing on the Project, and determined that the full scope of the Project was reviewed in accordance with CEQA and at that time adopted Resolution No. 2026-53 certifying the SEIR and the Consistency Checklist to the City Council, following the receipt of all testimony, closed the public hearing; and
WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, the City Council of the City of Calimesa finds, determines and declares as follows:

Section 1. The City Council finds that the recitals contained in this Resolution and the information contained in the attachments are true and correct, and incorporated by this reference as if fully set forth herein.

Section 2. CEQA Compliance. Pursuant to CEQA, the City Council reviewed and considered the previously certified EIR (SCH# 2004071045) prepared for the Mesa Verde Specific Plan, including the approved Mitigation Monitoring and Reporting Program, Findings of Fact and Statement of Overriding Considerations, subsequent addendums, the Consistency Checklist, the SEIR prepared for the Project, and the Planning Commission recommendation prior to making its decision on the proposed Tentative Tract Map No. 33931, Revision No. 2.

The City Council determined in its independent judgment that the SEIR analyzed all the impacts of the subdivisions proposed by TTM No. 33931, Revision No. 2 and otherwise comply with

Resolution 2026-54
TTM 33931 Revision 2

CEQA and certification thereof, as set forth in Resolution 2026-53.

Section 3. General Plan Consistency. The City Council finds that upon approval of General Plan Amendment No. 23-01 and SPA 23-01/ZC 23-01, Tentative Tract Map No. 33931 will be consistent with the Calimesa General Plan as amended. The map implements a logical and efficient development pattern, provides for coordinated infrastructure and public facilities, supports the planned circulation and multimodal transportation network, preserves designated natural open space, provides public parkland and trails, and accommodates residential, employment-generating, commercial, and public uses consistent with the General Plan’s Land Use, Transportation and Mobility, Infrastructure and Public Services, Open Space, Parks and Recreation, and Safety Elements.

Section 4. Physically Suitable. The City Council finds that the site is physically suitable for type and density of development because all structures and related improvements can be accommodated on the subject site consistent with the City of Calimesa Development Code and the Mesa Verde Specific Plan.

Section 5. Public Interest. The City Council finds that the proposed revised Tentative Tract Map No. 33931, Revision No. 2 is in the public interest in that the adoption of the proposed subdivision into 114 lots consistent with the boundaries of the Mesa Verde Specific Plan Area 2, Amendment No. 2 including public streets, easements for utilities and ingress/egress will provide for comprehensive and cohesive land use and development within the project area. The revised map would also add to the variety of business and employment opportunities throughout the City of Calimesa.

Section 6. Health and Safety. The City Council finds the proposed revisions under Tentative Tract Map No. 33931, Revision No. 2 will protect public health, safety, convenience, and welfare of the City.

Section 7. Based on the findings contained in Sections 1 through 6 of this Resolution, the City Council approves Tentative Tract Map No. 33931, Revision No. 2 supporting the subdivision of 1,436.1 acres into 114 lots consistent with the boundaries of the Mesa Verde Specific Plan Area 2, Amendment No. 2 including public streets, easements for utilities and ingress/egress for the Mesa Verde Specific Plan in the City of Calimesa.

Section 8. The City Clerk shall certify the adoption of this Resolution and shall cause it be published and recorded in a manner required by law.

APPROVED AND ADOPTED, this 21st day of September 2026.

Jeff Cervantez, Mayor

Resolution 2026-54
TTM 33931 Revision 2

ATTEST:

I, Darlene Gerdes, the undersigned, hereby certify that I am the City Clerk of the City of Calimesa, California; that Resolution 2026-54 was duly passed and adopted at a meeting of the Calimesa City Council, held on the 21st day of September 2026.

Darlene Gerdes, City Clerk

Exhibit A
TENTATIVE TRACT MAP No. 33931 Revision No. 2
Map Exhibit

1/19/26

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Exhibit B
TENTATIVE TRACT MAP No. 33931 Revision No. 2
Conditions of Approval

# Conditions of Approval Department

1.01 Indemnifications: Except to the extent caused by the gross negligence or intentional misconduct by the City or its officials, employees, agents, attorneys and/or consultants, the developer agrees to indemnify, protect, defend, and hold harmless the City, and agency or instrumentality thereof, and its elected and appointed officials, officers, employees and agents, from and against any and all liabilities, claims, actions, causes or action, proceeding, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorney's fees and disbursements (collectively, Claims ) arising out of or in any way relating to the issuance of the entitlement, any actions taken by the City related to this entitlement or the environmental review conducted under the California Environmental Quality Act, Public Resources Code Section 21000 et seq., for this entitlement and related actions.

All

1.02 Term: in accordance with Development Agreement, Section 3, General Terms, Subsection B, Term, the term of this agreement shall commence on the Effective Date and shall continue for 15 years, and is eligible for 2 separate 5 year extensions. Within this time frame, the Developer shall record with appropriate agencies, a Final Map prepared in accordance with subdivision requirements of the State of California Subdivision Map Act, Title 13 of the Calimesa Municipal Code (City of Calimesa Subdivision Ordinance), and applicable development and zoning requirements of the Mesa Verde Specific Plan or Title 12 of the California Municipal Code, as applicable. Should the Development Agreement be modified or retracted, this condition will be similarly affected.

All

1.03 Associated Entitlements: Tentative Tract Map 33931 - Revision 2 is applied for in conjunction with Environmental Assessment 23-02 for the Subsequent EIR, a revised Development Agreement, General Plan Amendment 23-01, Specific Plan Amendment 23-01/Zone Change 23-01 (adopting the Mesa Verde Specific Plan Amendment 2), Environmental Assessment-25-3 for the SEIR Consistency Checklist, Tentative Tract Maps 39086, 39087, 39088, 39089, 39090, and 39091, Development Plan Review ("DPR") 24-06 and Conditional Use Permit ("CUP") 24-05, DPR 24-07 and CUP 24-06, DPR 24-08 and CUP 24-07, DPR 24-09 and CUP 24-08, DPR 24-10 and CUP 24-09, and DPR 24-11 and CUP 24-10, which are incorporated by reference as though set forth in full. All applicable conditions of approval, project features, and mitigation measures contained within Resolutions 2026-53 and 2026-55 through 2026-57 are incorporated herein by reference as though set forth in full.

All

1.04 Details shown on the Tentative Tract Map are not necessarily approved. Any details that are inconsistent with City ordinances, these Conditions of Approval, must be specifically approved in the Final Tract Map or on the improvement plans. However, the proposed project shall substantially conform with the approved Tentative Tract Map, which is on file with the Community Development Department, except as herein modified, during plan check if such modifications are in substantial conformance to the approved Tentative Tract Map and consistent with the provisions of the Calimesa Municipal Code and/or other applicable regulations.

All

1.05 Approval of Tentative Tract Map 33931 - Revision 2 is contingent upon the following:

1.The approval of Ordinance No 245 for Specific Plan Amendment 23-01/Zone Change 23-01 by the City Council; and,

2.The developer signing and returning to the Community Development Department the Agreement to Conditions Imposed form at the end of these conditions.

All

1.06 The Mitigation, Monitoring, and Reporting Plan (MMRP) from the Mesa Verde Specific Plan Amendment 2 Subsequent Environmental Impact Report (FEIR Appendix N)(SCH #2004071045), including all applicable mitigation measures from the Final Environmental Impact Report that are not specifically listed herein are hereby made a part of these Conditions of Approval. All costs of supervising and conducting the Mitigation Monitoring Program shall be borne by the developer. The developer shall maintain a minimum $10,000 deposit at all times and shall be responsible for any additional costs associated with the monitoring program. In addition, the Project shall comply with all applicable provisions of federal, State, and Regional Water/Air Quality Control Board rules and regulations.

All

1.07 Any fees due to the City of Calimesa for processing this project shall be paid to the City within thirty (30) calendar days of final action by the approval authority. Failure to pay such outstanding fees within the time limits specified shall invalidate any approval granted. No permits, site work, or other actions authorized by this action shall be processed by the City, nor permitted, authorized or commenced until all outstanding processing fees are paid to the City.

All

1.08 Street improvement plans shall incorporate all bike trails and/or trails along the Project frontage(s) as specified within the Mesa Verde Specific Plan Amendment 2. All

1.09 Pursuant to Section 711.4 of the State of California Fish and Game Code, the applicant is required to pay a handling fee and certification fee. Fees shall be paid to the Clerk/Recorder of the County of Riverside at the time the Notice of Determination is filed pursuant to Section 21152 of the Public Resources Code. If this fee is not paid, the approval of this project shall not be operative, vested, or final. In order to comply with State mandated time limits for filing a Notice of Determination, the above fee must be delivered to the Community Development Department within two (2) working days after the date of final approval.

All

1.10 Within 15 days of Council approval of Tentative Tract Map 33931 - Revision 2 and the companion General Plan Amendment (GPA 23-01) and Zone Change/Specific Plan Amendment (ZC/SPA 23-01), the applicant or designee shall submit final electronic copies of the accompanying revised General Plan Land Use Map, General Plan Circulation Map and General Plan Multi-Use Trail Map in an appropriate Geographic Information System (GIS) shapefiles in a format suitable for incorporation in the City’s GIS system. Additionally, the Mesa Verde Specific Plan, Amendment 2 shall be submitted in final, chaptered pdf format. Electronic submittals shall be approved by the Calimesa Community Development Director.

All

1.11 The Developer (or its assignee) shall obtain City approval for any modifications or revisions to the approval of this project. Deviations not identified on the plans may not be approved by the City, potentially resulting in the need for the project to be redesigned. Consequently, amended entitlement approvals may be necessary.

All

1.12 All Ordinances, Policy Resolutions, and Standards of the City in effect at the time this project is approved shall be complied with as a condition of this approval. All

1.13 All public improvements shall be designed in compliance with all appropriate Federal, State, County, and/or City standards. Preference shall be given to the use of Riverside County Transportation Department construction standards. Use of other standards, i.e. Caltrans, APWA, and other shall be approved on a case-by-case basis. All public and private improvements shall be constructed to the standards mandated by the Americans with Disability Act (ADA) and the latest changes thereto.

All

1.14 Development of each planning area is subject to approval of future Tentative Tract Map(s), Development Plan Review(s), Conditional Use Permit(s), Substantial Conformance review(s), and/or building permit(s), as described in the Specific Plan and as determined by the Community Development Director.

All

1.15 City project account review shall be performed to determine if any outstanding fees are owed, and subsequent fees shall be paid prior to the following actions: 1) Map recordation; 2) Issuance of any permits (building, encroachment, grading, etc.); 3) Acceptance of improvements; 4) Occupancy release; and/or 5) Surety release. All

1.16 Landscape Maintenance: All common area landscaping and private areas visible from any public way shall be properly maintained such that they are evenly cut, evenly edged, free of bare or brown spots, debris, and weeds. All trees and shrubs shall be trimmed so they do not impede vehicular or pedestrian traffic. Trees shall be pruned so they do not intrude into neighboring properties and shall be maintained so they do not have excessive droppings or create other nuisances to neighboring properties. All trees shall also be root pruned to eliminate exposed surface roots and damage to community and/or public sidewalks, driveways, and structures.

All

1.17 Paseo/Trail Connection: The developer shall make reasonable efforts to provide additional pedestrian connections between the bulbs of cul-de-sacs and pedestrian connections to and from other paseos and trails shall be incorporated, where feasible. All

1.18 Residential Stand Alone Projects: Construction of homes within each Residential Planning Area shall be constructed as a standalone project. No portion of a Residential Planning Area shall be built contingent upon the future construction of another Residential Planning Area. All 1) GENERAL CONDITIONS

1.19 School Sites/Reuse: Development and delivery of the school sites will be determined in consultation with YCJUSD. In the event that the Yucaipa Calimesa Joint Unified School District elects not to acquire one or both school site(s) within Tentative Tract Map 33931, Developer shall submit a letter from the District releasing the site(s) for residential development. The development of released school sites shall conform to the Mesa Verde Specific Plan, which sets forth the maximum number of dwelling units and densities that may be developed on these sites.

All

1.20 Specific Plan Requirements: The omission of a requirement of the Mesa Verde Specific Plan as a condition of approval contained herein shall not waive any obligation of the Developer to demonstrate compliance and comply with the provisions of the Specific Plan All

1.21 Building Permits: No building permits will be issued as part of this subdivision. All building permits for residential, commercial, or industrial structures will be subject to future applications. All

1.22 Impact Fees: pursuant to the terms of the Development Agreement, Developer shall be responsible for the payment of all project related fees, including, but not limited to the following:

1.Application/processing, plan check and inspection fees (at the rate in affect as of the payment date);

2.Development Impact Fees - General Government, Street and Traffic, Storm Drain, Library, Fire, Police, Parks and Multi-Species Habitat Conservation Plan (MSHCP);

3.Community Benefit Contribution/ Development Agreement fees;

4.Transportation Uniform Mitigation Fee (TUMF) subject to Credit Agreements.

Developer may request credit and/or reimbursement for construction of improvements that are covered under the City Development Impact Fee program or regional TUMF program pursuant to the terms of the Development Agreement. All requests for credits or reimbursements shall be documented with an agreement – approved by the City prior to construction.

Engineering

1.23 Infrastructure Financing Mechanisms: in accordance with Development Agreement Section 5., Development Obligations and Requirements, Subsection H, Infrastructure Financing Mechanisms, Developer may request City to establish one or more assessment, landscaping and lighting, maintenance and/or community facilities districts (Public Financing Mechanisms) to finance improvements, infrastructure, public facilities, services and/or fees that may be required in connection with the Development.

Engineering

1.24 Sandalwood/I-10 Interchange shall completed in accordance with Development Agreement Section 5., Development Obligations and Requirements, Subsection D, Public Improvements, Subsection (4), Sandalwood/I-10 Interchange Engineering

1.25 County Line Road/I-10 Interchange shall be completed in accordance with Development Agreement Section 5., Development Obligations and Requirements, Subsection D, Public Improvements, Subsection (5) County Line Road/I-10 Interchange. Engineering

1.26 Roberts Road Bridge shall be completed in accordance with Development Agreement Section 6., Community Benefit Contributions, Subsection J, Roberts Road Bridge. Engineering

1.27 Street and Traffic Facilities DIF Prepayments: Developer shall prepay Street and Traffic Facilities DIF in accordance with Section 5., Development Obligations and Requirements, Subsection B, Development Impact Fees, Subsection (3) Prepayment of Street and Traffic Facilities DIF. Engineering

1.28 Phasing Mitigation: For each development phase, Developer shall construct or cause to be constructed all on-site and off-site mitigation as identified in the approved Traffic Impact Analysis and Project Development Agreement. Engineering

1.29 County Line Road: in accordance with Development Agreement, Section 5., Development Obligations and Requirements, Subsection D, Public Improvements, Subsection (2) County Line Road and Mesa Verde Specific Plan Area 2 Amendment 2 dated June 18, 2025, Table 1-4, Improvements Required to Maintain General Plan Consistency for Existing Plus Project Conditions, Developer shall improve County Line Road from the Project’s East boundary to County Line Lane prior to the first residential certificate of occupancy. Roadway shall include 1 travel lane in each direction, a two-way left turn lane, share the road pavement markings and signage, curb, gutter, and sidewalk in accordance with City/County roadway design standards.

Intersection improvements at County Line Road and County Line Lane (Intersection #6) shall include an Eastbound left turn lane and a West right turn lane. Prior to commencing design, Developer shall provide a roadway alignment study for City review and approval.

Engineering

1.30 Emergency Access Route: 1) Developer shall establish and allow emergency access to and within the Property prior to issuance of the first building permit within the Development. 2) Developer shall also be responsible for construction of a permanent emergency access route via Live Oak Canyon Road prior to issuance of the certificate of occupancy for the 200th residential unit within the Development. This emergency access route will consist of improvements acceptable to the Fire Department and City Engineer, such as vegetation clearing, minor grading, erosion control, and ground surface improvements, as required. This does not include full construction of the roadway required by MMRP. 3) MM-WF-2. Prior to the issuance of the first certificate of occupancy after Phase 2, the Project Applicant/Developer shall provide proof of the completion of an emergency access roadway from the Project site’s Street A/Street E intersection through the Yucaipa Valley Water District property, northwest to Live Oak Canyon Road. This roadway shall be designed to appropriate standards for all-weather access for emergency vehicles as determined by the cities of Calimesa and Yucaipa Fire Departments.

Engineering and Fire

1.31 Maintenance Districts: Developer is required to provide for the perpetual maintenance of the following items:

1.Public street parkway and median landscaping and irrigation;

2.City owned drainage facilities, basins, and appurtenances;

3.Public parks;

4.Public paseos and trails (including signing, monumentation and fencing);

5.Streetlights;

6.Water quality facilities;

7.Other mutually acceptable facilities.

Developer may finance all or a portion of the provision of such maintenance through use of a property owner association (POA), homeowner association (HOA) or financing district mechanism, as determined by and acceptable to the City Engineer in its sole discretion and in accordance with Specific Plan Table 7-2, Construction Ownership and Maintenance Responsibilities. The financing district mechanism shall include the creation and annexation to a new Community Facilities District created for the project. The developer shall complete the procedures for annexation prior to the occupancy of property within the subdivision. If the determination is for a POA or HOA, evidence of a POA or HOA and its covenants, conditions, and restrictions shall be provided to and approved by the City Engineer.

Engineering

1.32 Miscellaneous Intersection Fair Shares: Developer shall pay fair share costs for intersection improvements as presented by Mesa Verde Specific Plan Area 2 Amendment 2 dated June 18, 2025, Table 12-1: Project Fair Share Calculations for Intersections 19 through 22, prior to issuance of the first building permit for Phase 2. Developer shall prepare construction estimates for the work described in Table 12-1 for City review and approval and apply the fair share percentage there in.

Engineering

1.33 This project will require one or more building permits. Permits will require a complete permit application and complete building plans to be submitted for approval prior to commencement of work. Building and Safety

1.34 The Site shall be developed in compliance with all current codes. All plans shall be designed in compliance with the latest editions of the California Building Codes as adopted by the City of Calimesa. Building and Safety

1.35 The perimeter of the jobsite (adjacent to a public right of way) shall have a properly installed, 6’ high, construction fence with privacy cloth attached. The fencing and cloth shall be maintained and kept in good condition until such a time that the project has been completed, or a permanent perimeter wall is in place. All construction entrances/exits shall be approved in advance by city personnel.

Building and Safety

1.36 Separate submittals and permits are required for all ancillary structures such as (but not limited to), monument/community signs, block walls, retaining walls, bridges, shade structures, play equipment, and restroom buildings. Building and Safety

1.37 Site development and grading shall be designed to provide access to all normal paths of travel. Paths of travel shall incorporate (but not limited to) exterior stairs, landings, walks and sidewalks, pedestrian ramps, curb ramps, warning curbs, detectable warnings, signage, gates, lifts, and walking surface material. The accessible route(s) of travel shall be the most practical direct route between accessible site facilities, accessible parking, public sidewalks, and the accessible entrance(s) to the site. California Building Code (CBC) 11B.

City of Calimesa enforces the State of California provisions of the California Building Code disabled access requirements. The Federal ADA standards differ in some cases from the California State requirements. It is the building owner’s responsibility to be aware of those differences and comply accordingly.

Building and Safety

2.01 General Government Facilities DIF: Developer shall prepay General Government Facilities DIF in accordance with Section 5., Development Obligations and Requirements, Subsection B, Development Impact Fees, Subsection (2) Prepayment of General Government Facilities DIF. Engineering

2.02 Public Services CFD: in accordance with Development Agreement Section 5., Development Obligations and Requirements, Subsection D, Public Improvements, Subsection I, Public Services CFD Annexation, Developer shall file a Petition and Waiver to annex to the City’s existing community facilities district.

Engineering

2.03 Planning Area 56 Land Dedication: Developer shall convery Planning Area 56 to the City in accordance with Development Agreement Section 6., Community Benefit Contributions, Subsection I, Planning Area 56 Land Dedication. Engineering

2.04 Heli-Hydrants: Prior to the first residential occupancy in phase 3, Developer shall consult with the Fire Department to determine if the construction of helihydrants is desired. Should heli-hydrants be required, Developer shall design and construct heli-hydrant(s) within a Public/Quasi Public Facilities (PF) planning area at quantities, locations, and sizes approved by the Fire Department. Design criteria, ownership, and maintenance of the heli-hydrants is to be determined.

Fire

2.05 Public and private park design, construction, and delivery shall occur in accordance with the milestones described in Attachment C of this resolution. The design of each park shall be consistent with any Parks & Trails Master Plan adopted by the City at the time of design commencement. All parks shall be reviewed by the Parks, Trails, and Community Services Commission prior to receiving final approval. All park design approvals shall occur through the Minor Development Plan Review/ Substantial Conformance review process.

Community
Development

2.06 Fuel Modification: Developer shall obtain a fuel modification permit. Developer to submit fuel modification plans which follow the guidelines available from the fire prevention department. The fuel modification plans shall be approved and inspected for 100' brush clearance (as permitted by the MSHCP) prior to the delivery of combustible building materials to the job site.

Fire

3.01 Prior to recordation of each final map, the developer shall execute all necessary legal documents to the satisfaction of the Community Development Director to ensure the provision of all public and private facilities required by Mesa Verde Specific Plan, including construction, ownership and maintenance responsibilities for each private or public improvements.

Community
Development

3.02 All proposed MSHCP Conservation Lands associated with the project will be shown on the relevent final map adjacent to the conservation lands. This requirement may be waived with the written consent of the Western Riverside County Regional Conservation Authority.

Community
Development

3.03 Prior to recordation of the final map, the Subdivider shall provide a list of proposed street names to the Community Development Director for review and approval.

Community
Development

3.04 Backbone landscape and irrigation construction plans prepared in accordance with Mesa Verde Specific Plan Section 4 Landscape Design Guidelines shall be submitted to the Community Development Department for review and approval. Landscape and irrigation construction plans shall be substantially complete, to the satisfaction of the Community Development Director and Public Works Director, at the time of final map recordation for determination of surety estimates. The plans shall demonstrate compliance with the following items: A. Onsite and required offsite public street parkways and medians (if any) shall be fully landscaped including trees, shrubbery, and an automatic irrigation system. B. All landscaping and hardscape within a City utility easement shall be subject to approval by the Public Works Director. C. Water efficient planting and irrigation practices shall be utilized to conserve water, reduce runoff, promote surface filtration, and minimize the use of fertilizers and pesticides. D. All landscape and irrigation systems, located in the public parkways and medians (if any), shall be connected to a water supply system. E. Landscaping plans that include work in public right-of-way shall include a note stating: "A permit shall be obtained from the Public Works Department prior to any work commencing within an existing public street right-of-way. The approved Civil Engineering street plans shall be assumed correct if they conflict with these plans." F. All plant materials shall be installed in a healthy and vigorous condition typical to the species and shall be maintained in a neat and healthy condition. G.

The developer shall include provisions for the perpetual maintenance of said parkways and medians in accordance in accordance with Specific Plan Table 7-2, Construction Ownership and Maintenance Responsibilities.

Community
Development

3.05 Consistency with Approved Plans. Landscape construction drawings submitted for plan check and permitting shall be in substantial conformation with the landscape plans approved with project entitlement, as determined by the Community Development Department. Landscape

3.06 Landscape Checklist. All landscape construction drawing submittals shall comply with the City's current checklist for Landscape Construction Documents. Construction drawings that do not satisfy the checklist requirements may be returned without review until the required information has been provided.

Landscape

3.07 Yucaipa Valley Water District Approval. Landscape and irrigation plans shall be reviewed and approved by the Yucaipa Valley Water District (YVWD).

Evidence of YVWD approval, including the required approval stamp(s) on irrigation sheets, shall be obtained prior to approval and signature of the final landscape construction documents by the City Landscape Architect.

Landscape

3.08 Landscape Precon. Prior to issuance of any landscape construction permit, the job site superintendent and landscape contractor shall meet with the City Landscape Architect to conduct a pre-job meeting. Landscape

3.09 Lot 59 of TTM 33931 Revision 2 is an approximately 3.2 acre public/quasi-public facility planning area located north of County Line Road that is identified as a possible water reservoir site. In the event that YVWD elects to not accept Lot 59 for YVWD infrastructure, this lot will revert to Open Space upon development of the final phase of TTM 33931.

Community
Development

3.10 Specific Plan Figure 7-1 Phasing Plan is the approved phasing exhibit for the project. Phasing may proceed sequentially, concurrently or independently subject to environmental mitigation measures and traffic impact analysis improvements with approval of the Community Development Director and City Engineer. Phasing modification requests must demonstrate that infrastructure needed to provide utility services, construction access, and vehicular access, including emergency vehicles, is sufficient to the satisfaction of the City Engineer and Fire Chief.

Community
Development/
Engineering/Fire

3.11 Substantial Conformance: Final Tract Maps shall substantially conform with the tentative tract map approved by City Council on file with the Community Development Department, except as herein modified, or as modified by the City Council. The Community Development Director and City Engineer may approve minor modifications to Final Maps during plan check if such modifications are consistent with the provisions of the Mesa Verde Specific Plan and Environmental Impact Report, Calimesa Municipal Code, and other applicable regulations.

Community
Development &
Engineering

3.12 Public and Private Improvements: Prior to recordation of each final map, the Developer shall execute all necessary legal documents to the satisfaction of the Community Development Director to ensure the provision of all public and private facilities required by Mesa Verde Specific Plan, including construction, ownership and maintenance responsibilities for each private or public improvements.

Engineering
2) PRIOR TO A CERTAIN DATE
3) PRIOR TO MAP RECORDATION

3.13 Master HOA/POA: Prior to the recordation of the first final map, all organizational documents for a Master Homeowner's/Property Owner's Association for the entire project and Sub-Association(s) for applicable project phase, including CC&Rs, shall be submitted to and approved by the Community Development Director, City Engineer, and the City Attorney. The developer is responsible for costs associated with the review of these documents. The approved CC&Rs shall be recorded concurrently with recordation of each final map. A certified copy of the final documents shall be submitted to the Community Development Department within five days after their recordation. These provisions shall include, but not be limited to, the following:

1.Provisions for effective ownership, operation, maintenance, and use of all areas to be owned or maintained by the Master or Sub-Homeowners' Association;

2.Maintenance standards shall be provided for applicable items listed in Section A (above). Examples of maintenance standards are as follows:
a.All private roadways, sidewalks, and open space areas shall be maintained so that they are safe for users. Significant pavement cracks, pavement distress, excessive slab settlement, abrupt vertical variations, and debris on travel ways shall be removed or repaired promptly. b.Common areas shall be maintained in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance such as to be detrimental to public health, safety, or general welfare. c.Maintenance of all common areas, landscape lots, fuel modification areas , natural open space areas, paseos, trails, trail monumentation and associated fencing, and implementation of the Oak Tree Preservation Plan; unless otherwise provided for by alternate means approved by the City. d.A program for preventative maintenance of major manufactured slope areas, unless otherwise provided for by alternate means approved by the City; e.The CC&R’s or other approved mechanism shall include provisions for providing the perpetual maintenance of all public and private parks and recreational areas;
f.The CC&R’s or other approved mechanism shall include provisions for providing the perpetual maintenance of public parkway and median landscaping and irrigation facilities and all fencing located within a public parkway; g.The CC&R’s or other approved mechanism shall include provisions for providing the perpetual maintenance of all storm drain facilities and basins not owned and maintained by RCFCWCD; and
h.The CC&Rs, or another legal instrument approved by the Community Development Director and the City Engineer, shall require the property owner, successors, tenants (if applicable), and assigns to operate and maintain in perpetuity any post- construction BMPs described in the approved Water Quality Management Plan for the project.

Engineering

3.14 Final Map Preparation: All final tract maps shall be prepared by, or under the direction of, a Registered Civil Engineer authorized to practice land surveying, or a Licensed Land Surveyor and shall comply with the California Subdivision Map Act and to all the requirements of Title 13 of the Calimesa Municipal Code (City of Calimesa Subdivision Ordinance), unless modified by the conditions listed below. Final map shall be reviewed by the City Engineer and approved by the City Council prior to being filed with the County Recorder.

Engineering

3.15 Title Report: A preliminary subdivision guarantee shall be submitted with Final Map to the City Engineer for plan checking. It shall define all fee interest holders and encumbrances. An updated subdivision guarantee shall be provided prior to any map recordation. Engineering

3.16 All existing easements or dedications shall be quitclaimed or vacated as required to comply with the approved TTM. Prior to recordation of the applicable final maps, Developer shall provide written evidence of the abandonment of said easements. Shady Brook Road located within Lots 1, 86, and 87 shall be vacated on the Final Map. The City will continue its use of Shady Brook Road until the PA 56 City dedication occurs.

Engineering

3.17 Easements: All final maps related to Tentative Tract Map 33931 shall include, either on the final map or by separate instrument, all easements to be created for utilities including but not limited to drainage, sewer and water facilities, and ingress/egress as required to the satisfaction of the City Engineer. Easements shall be set at dimensions acceptable to the City Engineer. Engineering

3.18 Alignment Study: To determine intersection right of way dedication and ultimate street improvement locations, Developer shall prepare an Alignment Study of all roadway intersections of collector and greater to the satisfaction of the City Engineer. Graphics associated with the Alignment Study shall be prepared at a drawing scale of 1” = 40’. The approved alignment study shall consider the design requirements for all project mitigation identified in the Traffic Impact Analysis to include lane geometry and capacities, any new traffic signal locations or relocations, striping transitions, bus bay locations, driveway locations and future medians.

Engineering

3.19 Turning Templates: Turning radius template checks shall be submitted for access to all public facilities, open space, and other utility easements that are accessed from a publicly accessible paved street. These templates shall clearly show that the easements are sufficient for full access under emergency conditions. The City’s review of the easements shall include appropriateness of the design vehicle, and turning radius of said vehicle. Additional easement widths shall be required when the design vehicle is likely to use outriggers or other means of load stabilization.

Engineering

3.20 Off-site Easements: Applicable permanent off-site easements shall be recorded by separate instrument and referenced on the Final Map. Developer shall obtain access and construction easements for any necessary interim off-site improvements prior to map recordation for each phase. Engineering

3.21 Access Easements: Easements and/or other legal means of access shall be provided to all open space lots, multi-use trails and paseos that do not have adequate access from a public street. Easements shall be shown and offered on the Final Map. Engineering

3.22 Roberts Road Temporary Construction Easement: Developer shall offer a temporary construction easement at the south end of Roberts Road for a crossing of the Garden Air drainage wash. The temporary construction easement, in addition to the dedicated right-of-way, shall be granted to the entity building the Roberts Road Bridge to facilitate the bridge construction while maintaining compliance with jurisdictional constraints and restrictions.

Engineering

3.23 Roberts Road extending south of Sandalwood Drive to Garden Air Wash shall temporarily end at an intersection serving PA 1 and PA 2. Engineering

3.24 Street Right-of-Way: Each phase, or sub-phase shall include dedications of all street right-of-way as shown on the approved Tentative Tract Map (TTM), as required in the approved Traffic Impact Analysis report (TIA) and the approved alignment study. In addition, prior to or concurrently with the recordation of a final map, Developer shall dedicate the necessary right-of-way for streets and intersections outside the project boundary as shown on the approved TTM and as required in the TIA to the satisfaction of the City Engineer.

Engineering

3.25 Subdivision Improvement Agreement and Bonding: Approval for the filing of a final map is contingent upon preliminary approval of plans and specifications based on the conditions of approval presented herein and the final version of Tentative Tract Map 33931. If the improvements are not installed prior to the filing of a final map, the developer must submit an Undertaking Agreement and Faithful Performance and Labor and Materials Bonds (or other surety type acceptable to the City) in the amount approved by the City Engineer guaranteeing the installation of said improvements. The current Riverside County Transportation Department Engineer's estimate form shall be used for all Calimesa bonding estimates. Upon completion and prior to acceptance of the work by the City, the Developer shall post a one-year warranty bond in the amount of ten (10) percent of the estimated cost of improvements in accordance with the current City policy on bonding.

Engineering

3.26 Monumentation Deposit: Developer shall provide a monumentation deposit to allow the map to record prior to the placement of monumentation. Deposit amount shall be determined by Developer’s Engineer/Surveyor and shall be documented in written form. Engineering

3.27 Slope Maintenance: Developer shall prepare and submit a program for preventative maintenance of major manufactured slope areas. Such program will be approved by the City Engineer. In addition, slope maintenance requirements and guidelines shall be acknowledged as an obligation in the Covenants, Conditions and Restrictions or in Lighting, Landscape, and Maintenance sub area (as applicable) or other City approved arrangement.

Engineering
Map Recordation - Grading, Drainage, and Water Quality
Map Recordation - Right of Way, Dedication, and Easements

3.28 RCFC&WCD Requirements: Developer shall demonstrate compliance with all requirements of the Riverside County Flood Control and Water Conservation District (RCFC&WCD).

All comments and requirements listed in the February 24, 2025 and April 14, 2025 review letters from Riverside County Flood Control and Water Conservation District (RCFC&WCD) shall be addressed to the satisfaction of RCFC&WCD and the City Engineer, including but not limited to the following:

1. Further drainage studies shall be included in the Project Hydrology/Hydraulics Report to determine the Project’s effects upon the floodplains traversing the project area. Specifically, the report should address associated flood hazards with the Calimesa Wash and the Avenue “L” Wash.

2. The Project report shall clearly address the effects on the existing drainage system washes in regards to 100-year mitigation basins.

3. Developer shall use the RCFC&WCD accepted hydrology method of basin analysis.

A geotechnical investigation report shall be submitted with the WQMP to determine the preliminary BMP types and sizing, as well as adequacy of infiltration or bioretention type BMP’s.

Engineering

3.29 Hydrology and Hydraulics Report: A comprehensive hydrology and hydraulics report shall be submitted, reviewed, and approved by the City of Calimesa and RCFC&WCD (as applicable). Any off-site drainage, which may impact this development, or additional drainage created by this development, shall be addressed in accordance with the mitigation measures required in the hydrology report and as directed by the City Engineer. The City Engineer reserves the right to require reasonable additional field or laboratory testing based on "discovery" within the submitted Hydrology/Hydraulics Report.

Approval of Hydrology/Hydraulics Reports for a phase or sub-phase is required prior to recordation of a final tract map or issuance of grading permits.

Developer prepared a preliminary hydrology report and conceptual Storm Drain Plan as shown in Specific Plan Area 2, Amendement 2, Figure 6-11, which identified basins preliminary locations and capacities. Developer shall prepare final hydrology studies in accordance with City of Calimesa and Riverside County Flood Control Standards. Depending upon the results of the report, minor adjustments shall be made to the final map to ensure that the detention basin will be designed and constructed to meet RCFC&WCD Standards, which may assume ownership and responsibility for maintenance of basins. If RCFC&WCD elects not to own and maintain a basin, Developer shall provide other means for ongoing maintenance in accordance with Specific Plan Table 7-2, Construction Ownership and Maintenance Responsibilities.

Engineering

3.30 Water Quality Management Plan: Developer shall submit in conjunction with the first plan check submittal of storm drainage plans, a Water Quality Management Plan (WQMP) for review and approval of the City Engineer. WQMP facilities shall be designed based on the Guidelines contained in the sample Riverside County WQMP documents latest edition, available on the Santa Ana Regional Water Quality Control Board Website, and any subsequent updates. The WQMP shall specifically identify Best Management Practices (BMPs) that will be used on-site to control predictable pollutant run-off. This WQMP shall identify the structural and non-structural measures specified detailing implementation of BMPs whenever they are applicable to the project; the assignment of long-term maintenance responsibilities (specifying the developer, parcel owner, maintenance association, lessee, etc.); and, reference to the location(s) of structural BMPs. The WQMP shall provide for the treatment of the first flush runoff from the project as well as reducing the discharge from the project to predevelopment levels, except where otherwise agreed to between the RCFC&WCD, the developer, and the City. The WQMP shall be approved prior to the approval of the storm drainage plans and Developer shall comply with the WQMP for the project.

Engineering

3.31 MS4 Requirements: This project is subject to all of the requirements of the Municipal Storm Water and Sanitary Sewer System (MS4) permits issued by the Santa Ana Regional Water Quality Control Board and all subsequent permits to which the City is a signatory. Engineering

3.32 Floodplains Mapping: Developer shall be responsible for coordinating the mapping of existing floodplains and revising the FIRM through the LOMR process with FEMA to comply with all the requirements of the National Flood Insurance Program (NFIP) and the Federal Emergency Management Agency, if necessary.

Engineering

3.33 Floodplain Management: Developer shall be responsible for coordinating the study of sediment transport and stream bed and bank stability to insure that the project meets the requirements of the California Regional Water Quality Control Board, the National Flood Insurance Program, and the Federal CWA and the State Porter-Cologne Water Quality Control Act (Division 7 of the California Water Code).

Engineering

3.34 Drainage Conveyance: Improvement plans shall demonstrate that historical or existing storm water flows from adjacent properties are received and directed to a public street, a public drainage facility or a City approved drainage device. Engineering

3.35 Drainage Impact Mitigation: The proposed drainage improvement plans shall be designed such that drainage facilities will maintain or reduce the 100- year peak flow rates presently existing at the project boundaries. The use on-site water quality and/or detention basins may be required to maintain storm water flow rates at or below existing conditions.

Engineering

3.36 Drainage Discharge: Improvement plans shall show storm water within the Project site to be conveyed by streets and local storm drains to point of discharge to the existing drainage courses or proposed detention basins. All storm drain outlets and detention basins will be situated in a manner that minimizes or avoids impacts to natural stream courses that are considered jurisdictional by the U.S. Army Corps of Engineers and /or California Department of Fish and Wildlife. Proposed storm drain outlets will be designed to protect against erosion at the point of discharge.

Engineering

3.37 Natural Drainage Course Preservation: Improvement plans shall show debris basins, rip-rap and energy-dissipating devices to be provided where necessary to reduce erosion when grading is undertaken. Except for necessary flood control facilities, significant natural drainage courses shall be protected from grading activity and manmade facilities. In instances where crossing is required, arched culverts with soft bottoms will be preferred to box culverts and pipes. Natural crossing and bank protection shall be preferred over steel and concrete systems. Where brow ditches are required, they shall be naturalized with plant materials and native rocks.

Engineering

3.38 City Drainage Facilities: All storm drains 36 inches in diameter or less shall be designed and constructed to Riverside County Flood Control and Water Conservation District (RCFC&WCD) Standards and these facilities shall be maintained in accordance with Specific Plan Table 7-2, Construction, Ownership and Maintenance Responsibilities.

Engineering

3.39 RCFC&WCD Drainage Facilities: All storm drains greater than 36 inches in diameter, and structures proposed for maintenance by RCFC&WCD for detention, retention, or debris basins, shall be designed and constructed to RCFC&WCD standards, which may assume ownership and responsibility for maintenance. All plan sets related to any RCFC&WCD facilities shall be reviewed, checked, and approved by RCFC&WCD prior to the recordation of the final map. The maintenance of all Water Quality Management Plan (WQMP) basins, first flush basins, and related terrace drains, shall be the sole responsibility of Maintenance District or equivalent mechanism (in accordance with Specific Plan Table 7-2, Construction, Ownership and Maintenance Responsibilities). If Water Quality BMP’s (“first flush basins”) are located within dual purpose flood control/water quality basins, then the water quality feature will be maintained by the approve maintenance mechanism in accordance with Specific Plan Table 7-2, Construction, Ownership and Maintenance Responsibilities and the flood control features may be maintained by RCFC&WCD.

Engineering &

RCFCWCD

3.40 Inspection and maintenance of the flood control facility(ies) to be constructed with this development must be performed by either the City or the Flood Control District. In the event the District is willing to maintain the proposed facility(ies), the following six (6) items must be accomplished prior to the issuance of a grading permit or starting construction of the drainage facility(ies) whichever comes first: 1) Plans shall be prepared in strict accordance with District drafting, engineering, operations, and maintenance standards. 2) The Applicant shall submit to the District the preliminary title reports, plats, and legal descriptions for all right-of-way that is to be conveyed to the District and shall secure that right-of-way to the satisfaction of the District. The applicant or an authorized representative must obtain confirmation that one of these agencies will accept the proposed system for ownership, operation and maintenance.All right-of-way transfer issues shall be coordinated with the District's Plan Check Section. 3) The Applicant shall enter into an agreement establishing the terms and conditions of inspection, operations, and maintenance with the District and any other maintenance partners. The Applicant shall submit a completed Application for Agreement Preparation to the District's Contract Services Section. 4) Environmental Documents and Regulatory Permits: Applicants must provide any and all environmental documents required for construction and operations and maintenance of the flood control facility(ies) to the District for review. The District will need to ensure that any environmental conditions that have been placed on the Applicant’s project does not adversely affect operations and maintenance of existing District facilities, or prohibit routine operations and maintenance of future District-owned facilities. Routine maintenance activities for flood control facility(ies) to be conveyed to the District should be discussed with the District as early as possible to ensure they do not impose conditions that would encumber proper facility operation and maintenance. Please note that if routine maintenance activities required by the District for the flood control facility(ies) are not described in the regulatory permits that are issued for the project, the District may require that appropriate permits be provided prior to final acceptance and release of bonds. The District will not accept a facility without appropriate regulatory permits in place or if infeasible permit conditions are imposed on operations and maintenance activities. 5) Plans for the facility must be signed by the District's General Manager-Chief Engineer; the plans will not be signed prior to execution of the above referenced agreement. 6) A pre-construction meeting shall be scheduled with the District's Construction Management Section. Prior to scheduling the pre-construction meeting, the Applicant must submit proof of flood control facility bonds and a certificate of insurance to the District's Contract Services Section.

Engineering &

RCFCWCD

3.41 DRAINAGE EASEMENTS ON FINAL MAPS. Easements for onsite drainage facilities located outside of public rights-of-way shall be shown and offered for dedication to the appropriate agency. A note on the the final map will state: "Drainage easements shall be kept free of all buildings and obstructions." Engineering &

RCFCWCD

3.42 SUBMIT ECS & FINAL MAP. A copy of the Environmental Constraint Sheet and the final map shall be submitted to the District for review and approval.

All submittals shall be date stamped by the engineer and include a completed Flood Control Deposit Based Fee Worksheet and the appropriate plan check fee.

Engineering &

RCFCWCD

3.43 SUBMIT PLANS. A copy of the project specific WQMP, improvement plans, grading plans, final map, Environmental Constraint Sheet, BMP improvement plans, and any other necessary documentation along with supporting hydrologic and hydraulic calculations shall be submitted to the District for review and approval. All submittals shall be date stamped by the engineer and include a completed Flood Control Deposit Based Fee Worksheet and the appropriate plan check fee deposit.

Engineering &

RCFCWCD

3.44 Public Improvement Standards: All public improvements shall be designed in compliance with all appropriate Federal, State, County, and/or City standards. Preference shall be given to the use of Riverside County Transportation Department and Green Book construction standards. Use of other standards, i.e. Caltrans, APWA, and other shall be approved on a case-by-case basis. All public and private improvements shall be designed to the standards mandated by the Americans with Disability Act (ADA) and the latest changes thereto.

Engineering

3.45 Plan Preparation: All construction plans shall be prepared on 24”X36” drawing sheets with the City standard title block and signed by a licensed Civil Engineer in the State of California. Engineering

3.46 Plan Check Submittal: Public Improvement plans and reports shall be submitted for plan check to the Engineering Department for review and approval by the City Engineer. Public improvement plans shall be submitted as a complete package including mapping, grading, erosion, street, signing and striping, drainage, sewer, water, hydrology and hydraulics study, soils report, traffic study, WQMP and SWPPP reports, reference and backup documents and any other plans or reports as required by these conditions of approval. Incomplete submittals shall be rejected.

Engineering

3.47 Plan Check Fees/Deposits: Plan check fees/deposits shall be submitted with the plan check submittal package, based on the latest adopted fee schedule. Prior to issuance of any permits or recordation of the associated final map, all outstanding fees shall be paid. Engineering

3.48 Agency Clearance: Developer shall submit written clearances from appropriate agencies as required by the City Engineer. Engineering

3.49 PCC Intersections: Developer shall construct portland cement concrete pavement for intersections along Sandalwood between, but not inclusive of, Interstate 10 and Street B. The concrete intersection design shall account for expected queue lengths at each intersection. Engineering

3.50 Traffic Impact Analysis: Developer shall be responsible for all mitigation listed in the approved TIA, dated June 18, 2025. Engineering

3.51 TIA Updates: At 5-year intervals (until project build out), Developer shall update traffic study, as required by the City Engineer, to confirm acceptable LOS. All mitigation recommendations shall be included in the improvement design submittals and be consistent with the approved alignment study and TIA.

Engineering

3.52 Street Design Standards: Developer shall provide horizontal and vertical sight distance calculations in accordance with the latest Caltrans Highway Design Manual and Riverside County Standards for review and approval by the City Engineer. Safe horizontal traffic sight distances and vertical curve sight distances shall be maintained regardless of street intersection angles, street grades, landscaping, or the lot configuration shown on Tentative Tract Map 33931.

Engineering

3.53 Traffic Control: Traffic Control Plans shall be based on the California Manual of Uniform Traffic Control Devices (CA MUTCD) and shall be submitted for review and approval by the City Engineer. Traffic Control Plans shall be prepared by a California Registered Traffic Engineer or Civil Engineer experienced in this type of plan preparation. Traffic control shall be included as a line item in the Engineer's Estimate for bonding purposes. No construction shall be allowed within public rights-of-way prior to the approval of a Traffic Control Plan.

Engineering

3.54 Construction Signage and Safety Apparatuses: A line item shall be included in the Engineer's Estimate for the personnel required for twenty-four hours a day, seven days per week monitoring and maintaining of all construction signage and safety apparatuses. The personnel shall be available as on-call with a maximum response time to arrive at the project site within two hours during normal working hours and four hours outside normal working hours.

The telephone numbers for the on-call person shall be publicly available at the Riverside County Sheriff's Department Substation and at the Riverside County Fire Station in Calimesa. This condition applies to Tentative Tract Map 33931 and all subsequent tracts, phases, units, and parcel maps. The City construction inspectors shall have the authority to stop the work in progress until the safety signage/lighting has been restored to a condition acceptable to the City.

Engineering

3.55 Signing and Striping Plans: Signing and striping plans shall be submitted for plan check, review and approval. Developer shall install all street name signs, striping, and related signage as shown on the approved plans to the satisfaction of the City Engineer prior to acceptance of improvements. Engineering

3.56 Pavement Design: All paving design shall be based on the Caltrans flexible pavement methodology, with field-tested R-values taken at the final sub-base level, except for PCC intersections. Developer shall provide Traffic Indices (TI) for each roadway section. Roadway surface shall be concrete or asphalt and shall be designed to support a live load of 80,000 pounds over two-axles.

Engineering

3.57 Street Hydraulic Capacities: Street improvement plans shall be designed to carry the storm water runoff based on the following standards:

1.The street section shall contain a maximum 25-year storm flow between the curbs. The curb height shall be 6-inches for all curb and gutter fronting a residential lot and 8-inches in all other areas;

2.The street section shall contain a maximum 100-year storm flow within the right-of-way; and

3.Cross gutters are required at intersections, unless flows are intercepted by storm drains.

4.Design engineer shall call-out the points within the street system where the design storm water flows exceed the street capacity standards established in the aforementioned condition. Catch basins and connector pipes shall collect the storm drainage at all points within the Project where the storm drainage exceeds street capacity.

All as approved by the City Engineer.

Engineering

3.58 Business Park Trip Generation and VMT Conformity Analysis: (Transportation (MM-TRA-1)) – in accordance with the approved Environmental Impact Report, Appendix N, Mitigation Monitoring and Reporting Program, Table 1 (MMRP Table 1), Developer shall prepare a trip generation and VMT conformity analysis for City review and approval. The Plan shall contain minimum requirements as defined in MMRP Table 1. Engineering

3.59 Paseos and Trails: Plans and specifications for paseos and trails shall be submitted in conjunction with parks plans, street improvement plans, or on a separate plan, as deemed appropriate by the City Engineer. Engineering Map Recordation - Public Improvements - General
Map Recordation - Street, Traffic, and Circulation