Agenda — Jurupa Valley City Council, September 21, 2023 (part 1 of 2)

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REGULAR MEETING AGENDA

OF THE JURUPA VALLEY CITY COUNCIL
Thursday, September 21, 2023
Joint Study Session: 6:00 p.m.

Regular Meeting: 7:00 p.m.

City Council Chamber
8930 Limonite Avenue, Jurupa Valley, CA 92509

1. 6:00 PM - CALL TO ORDER AND ROLL CALL FOR JOINT STUDY SESSION ● Chris Barajas, Mayor
● Guillermo Silva, Mayor Pro Tem
● Leslie Altamirano, Council Member
● Brian Berkson, Council Member
● Armando Carmona, Council Member
● Laura Shultz, Chair
● Penny Newman, Chair Pro Tem
● Hakan Jackson, Planning Commissioner
● Arleen Pruitt, Planning Commissioner
● Yesenia Villagomez, Planning Commissioner
A.

As a courtesy to those in attendance, we ask that cell phones be turned off or set to their silent mode and that you keep talking to a minimum so that all persons can hear the comments of the public and City Council.

A member of the public who wishes to speak under Public Comments must fill out a “Speaker Card” and submit it to the City Clerk BEFORE the Mayor calls for Public Comments on an agenda item. Each agenda item up will be open for public comments before taking action. Public comments on subjects that are not on the agenda can be made during the “Public Appearance/Comments” portion of the agenda.

Members of the public who wish to comment on the CONSENT CALENDAR may do so during the Public Comment portion of the Agenda prior to the adoption of the Consent Calendar.

As a courtesy to others and to assure that each person wishing to be heard has an opportunity to speak, please limit your comments to 3 minutes.

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2. JOINT STUDY SESSION:

A. NORTH PYRITE MASTER PLAN

Requested Action: That the City Council and Planning Commission receive and file a staff presentation on the revised North Pyrite Master Plan and provide input and direction.

3. 7:00 PM - CALL TO ORDER AND ROLL CALL FOR REGULAR MEETING

● Chris Barajas, Mayor
● Guillermo Silva, Mayor Pro Tem
● Leslie Altamirano, Council Member
● Brian Berkson, Council Member
● Armando Carmona, Council Member

4. INVOCATION

5. PLEDGE OF ALLEGIANCE

6. APPROVAL OF AGENDA

7. PRESENTATIONS

A. PROCLAMATION RECOGNIZING CALIFORNIA NATIVE AMERICAN
DAY

B. UPDATE ON JURUPA AREA RECREATION AND PARK DISTRICT
PROJECTS AND PROGRAMS – PRESENTED BY COLBY DIUGUID,

GENERAL MANAGER

C. QUARTERLY UPDATE – HEALTHY JURUPA VALLEY

D. QUARTERLY UPDATE – JURUPA VALLEY CHAMBER OF

COMMERCE

8. PUBLIC APPEARANCE/COMMENTS

Persons wishing to address the City Council on subjects other than those listed on the Agenda are requested to do so at this time. A member of the public who wishes to speak under Public Appearance/Comments OR the Consent Calendar must fill out a “Speaker Card” and submit it to the City Clerk BEFORE the Mayor calls for Public Comments on an agenda item. When addressing the City Council, please come to the podium and state your name and address for the record. While listing your name and address is not required, it helps us to provide follow-up information to you if needed. In order to conduct a timely meeting, we ask that you keep your comments to 3 minutes. Government Code Section 54954.2 prohibits the City Council from taking action on a specific item until it appears on an agenda.

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9. INTRODUCTIONS, ACKNOWLEDGEMENTS, COUNCIL COMMENTS AND

ANNOUNCEMENTS

10. CITY COUNCIL MEMBER ORAL/WRITTEN REPORTS REGARDING

REGIONAL BOARDS AND COMMISSIONS
A. MAYOR CHRIS BARAJAS

1. UPDATE ON THE WESTERN RIVERSIDE COUNCIL OF

GOVERNMENTS - EXECUTIVE COMMITTEE MEETING OF
SEPTEMBER 11, 2023

2. UPDATE ON THE WESTERN RIVERSIDE COUNCIL OF
GOVERNMENTS – ADMINISTRATION & FINANCE
COMMITTEE MEETING OF SEPTEMBER 13, 2023

B. MAYOR PRO TEM GUILLERMO SILVA

1. UPDATE ON THE NORTHWEST MOSQUITO AND VECTOR
CONTROL DISTRICT MEETING OF SEPTEMBER 21, 2023

C. COUNCIL MEMBER BRIAN BERKSON

1. UPDATE ON THE METROLINK / SOUTHERN CALIFORNIA
REGIONAL RAIL AUTHORITY – AUDIT AND FINANCE
COMMITTEE MEETING OF SEPTEMBER 8, 2023

2. UPDATE ON THE RIVERSIDE COUNTY TRANSPORTATION
COMMISSION MEETING OF SEPTEMBER 13, 2023

3. UPDATE ON THE NORTHWEST TRANSPORTATION NOW
COALITION MEETING OF SEPEMBER 14, 2023

4. UPDATE ON THE MOBILE SOURCE AIR POLLUTION

REDUCTION REVIEW COMMITTEE MEETING OF
SEPTEMBER 21, 2023

11. CITY MANAGER’S UPDATE

12. APPROVAL OF MINUTES

A. SEPTEMBER 7, 2023 REGULAR MEETING
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13. CONSENT CALENDAR

A. COUNCIL APPROVAL OF A MOTION TO WAIVE THE READING OF

THE TITLE AND TEXT OF ALL ORDINANCES AND RESOLUTIONS

INCLUDED IN THE AGENDA

Requested Action: That the City Council waive the reading of the title and text of all ordinances and resolutions included in the agenda. In accordance with Government Code Section 34934, the title of each ordinance is included on the published agenda and a copy of the full ordinance has been available to the public online on the City’s website and will be available in print at the meeting prior to the introduction or passage of the ordinance.

B. ADOPTION OF ORDINANCE APPROVING A DEVELOPMENT

AGREEMENT FOR THE DISTRICT AT JURUPA VALLEY PROJECT
Requested Action: That the City Council conduct a second reading and adopt Ordinance No. 2023-14, entitled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF JURUPA

VALLEY, CALIFORNIA, APPROVING DEVELOPMENT AGREEMENT
NO. 21010 BETWEEN THE CITY OF JURUPA VALLEY AND EM RANCH

OWNER, LLC, FOR THE DISTRICT AT JURUPA VALLEY PROJECT ON AN APPROXIMATELY 248.3 -ACRE PROJECT SITE GENERALLY
BOUNDED BY SR-60 TO THE NORTH, THE SANTA ANA RIVER TO THE EAST, 34TH STREET TO THE SOUTH, AND RUBIDOUX BOULEVARD

TO THE WEST

C. REJECTION OF BIDS FOR THE VAN BUREN WIDENING PROJECT

Requested Action: That the City Council reject bids for the Van Buren Widening Project From Limonite Avenue to the Santa Ana River bridge crossing, project #17 - B.1, and authorize staff to re-advertise the project.

D. FIFTH AMENDMENT TO T HE AGREEMENT FOR PRO FESSIONAL

SERVICES BETWEEN THE CITY OF JURUPA VALL EY AND KIMLEY- HORN AND ASSOCIATES, INC. FOR THE TRAFFIC SIGNAL

INSTALLATION, AND STREET IMPROVEMENT ON PEDLEY AND
JURUPA PROJECT, CIP PROJECT NO. 16-C.2

Requested Ac tion: That the City Council approve the Fifth Amendment to Professional Consultant Services between the City of Jurupa Valley and Kimley-Horn and Associates, Inc. and authorize the City Manager to execute the Amendment in substantially the form attached to the staff report and in such final form as approved by the City Attorney.

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E. REJECTION OF BID FOR THE PUBLIC WORKS SERVICE TRUCK
Recommended Action: That the City Council reject the bid from Transwest Truck Center received in response to the Public Works Service Truck with tipping capabilities Request for Quotes.

F. APPROVE THE PURCHASE OF SIGNAL EQUIPMENT FOR MISSION BOULEVARD AND PYRITE STREET IMPROVEMENTS, CIP #21113

Requested Action: That the City Council approve and award the signal equipment purchase to American Right -of-Way, Inc. in the amount of $105,534.35 as a part of the Mission Boulevard and Pyrite Street Improvement Project, CIP #21113.

G. AWARD CONSTRUCTION AGREEMENT TO ALL AMERICAN ASPHALT

FOR MISSION BOULEVARD AND PYRITE STREET IMPROVEMENTS, CIP 21113

1. Requested Action: That the City Council approve and award a construction agreement to All American Asphalt in the amount of $4,326,782 for the Mission Boulevard and Pyrite Street Improvement Project, for the work included in its bid proposal and authorize the City Manager to execute the Agreement in the form attached to the staff report; and

2. Authorize the City Manager to execute any subsequent related minor amendments to the Agreement with All American Asphalt, up to 10% as contingency to cover the cost of any unforeseen conditions; and

3. Re-appropriate $2,500,000 of American Rescue Plan Act (ARPA) funds from the City’s 2023 -2024 Pavement Rehabilitation (ARPA) Project, CIP No. 23111, to the Project Account.

H. RESIDENTIAL DEVELOPMENT COMMITTEE UPDATE
Requested Action: That the City Council receive and file the 6 -month update report on the Residential Development Committee.

I. RESOLUTION OF INTENTION TO ESTABLISH CITY OF JURUPA
VALLEY COMMUNITY FACILITIES DISTRICT NO. 2022 -001
(APPALOOSA SPRINGS) GENERALLY LOCATED WEST OF CLAY

STREET, EAST OF PEDLEY ROAD, AND SOUTH OF LIMONITE AVENUE, TRACT NO. 37714
Requested Action: That the City Council adopt Resolution No. 2023-79, entitled:

A RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE CITY

OF JURUPA VALLEY , CALIFORNIA TO ESTABLISH CITY OF JURUPA VALLEY COMMUNITY FACILITIES DISTRICT NO. 2022 -001
(APPALOOSA SPRINGS) AND TO AUTHORIZE THE LEVY OF A SPECIAL

TAX WITHIN CITY OF JURUPA VALLEY COMMUNITY FACILITIES
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DISTRICT NO. 2022-001 (APPALOOSA SPRINGS)

J. A RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE CITY

OF JURUPA VALLEY TO ESTABLISH CITY OF JURUPA VALLEY
COMMUNITY FACILITIES DISTRICT NO. PS 2022-002 (PUBLIC SAFETY,

APPALOOSA SPRINGS) AND TO AUTHORIZE THE LEVY OF A SPECIAL

TAX W ITHIN CITY OF JURUPA VALLEY COMMUNITY FACILITIES
DISTRICT NO. PS 2022 -002 (PUBLIC SAFETY, APPALOOSA SPRINGS );

GENERALLY LOCATED WEST OF CLAY STREET, EAST OF PEDLEY
ROAD, AND SOUTH OF LIMONITE AVENUE, TRACT NO. 37714
Requested Action: That the City Council adopt Resolution No. 2023-80, entitled:

A RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE CITY

OF JURUPA VALLEY TO ESTABLISH CITY OF JURUPA VALLEY
COMMUNITY FACILITIES DISTRICT NO. PS 2022-002 (PUBLIC SAFETY,

APPALOOSA SPRINGS) AND TO AUTHORIZE THE LEVY OF A SPECIAL

TAX WITHIN CITY OF JURUPA VALLEY COMMUNITY FACILITIES
DISTRICT NO. PS 2022-002 (PUBLIC SAFETY, APPALOOSA SPRINGS)

14. CONSIDERATION OF ANY ITEMS REMOVED FROM THE CONSENT

CALENDAR

15. PUBLIC HEARINGS

A. PUBLIC HEARING REGARDING SUBMISSION OF THE 2022 -2023

COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG)

CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION
REPORT

1. Requested Action: That the City Council conduct a public hearing and receive any public comments; receive and file the 2022-2023 Consolidated Annual Performance and Evaluation Report (CAPER); and

2. That the City Council adopt Resolution No. 2023-81, entitled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

JURUPA VALLEY ADOPTING AND APPROVING THE

CONSOLIDATED ANNUAL PERFORMANCE EVALUATION

REPORT (CAPER) AND AUTHORIZING SUBMISSION OF THE

REPORT TO THE UNITED STATES DEPARTMENT OF

HOUSING AND URBAN DEVELOPMENT

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16. COUNCIL BUSINESS

A. INCLUSIONARY HOUSING ADMINISTRATIVE GUIDELINES
Requested Action: That the City Council adopt Resolution No. 2023-82, entitled:

A RESOLUTION OF THE CITY OF JURUPA VALLEY, ADOPTING

INCLUSIONARY HOUSING ADMINISTRATIVE GUIDELINES AND

MAKING FINDINGS PURSUANT TO THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT
B. PROGRESS REPORT ON PERMIT READY ACCESSORY DWELLING

UNIT PLANS
Requested Action: That the City Council provide comments on the permit -ready accessory building floor plans and elevations and receive and file the progress report on the development of permit-ready accessory dwelling unit plans.

C. DISCUSSION O F PERMIT-READY PLANS FOR BARNS, STORAGE

SHEDS, ANIMAL STALLS AND DETACHED PATIO COVERS
Requested Action: That the City Council review the report and provide direction regarding the preparation of permit-ready plans for accessory buildings.

17. CITY COUNCIL REQUESTS FOR FUTURE AGENDA ITEMS

18. CITY ATTORNEY’S REPORT

19. COUNCIL MEMBER REPORTS AND COMMENTS

20. CONVENE TO CLOSED SESSION

A. PUBLIC COMMENTS PERTAINING TO CLOSED SESSION ITEMS

B. CONFERENCE WITH LEGAL COUNSEL - PENDING LITIGATION. The City Council will meet in closed session with the City Attorney and Special Counsel pursuant to Government Code Section 54956.9(d)(1) with respect to two matters of pending litigation: 1) City of Jurupa Valley v. Juan Carmelo Nunez Salazar, et al. (Riverside Superior Court Case No. RIC2002036); and 2) City of Jurupa Valley v.

Juan Carmelo Nunez, et al. (Riverside Superior Court Case No. CVRI2202444).

21. RECONVENE IN OPEN SESSION

A. ANNOUNCEMENT OF ANY REPORTABLE ACTIONS IN CLOSED

SESSION

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22. ADJOURNMENT

Adjourn to the Regular Meeting of October 5, 2023 at 7:00 p.m. at the City Council Chamber, 8930 Limonite Avenue, Jurupa Valley, CA 92509.

In compliance with the Americans with Disabilities Act and Government Code Section 54954.2, if you need special assistance to participate in a meeting of the Jurupa Valley City Council or other services, please contact Jurupa Valley City Hall at (951) 332 -6464. Notification at least 48 hours prior to the meeting or time when services are needed will assist staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

Agendas of public meetings and any other writings distributed to all, or a majority of, Jurupa Valley City Council Members in connection with a matter subject to discussion or consideration at an open meeting of the City Council are public records. If such writing is distributed less than 72 hours prior to a public meeting, the writing will be made available for public inspection at the City of Jurupa Valley, 8930 Limonite Avenue, Jurupa Valley, CA 92509, at the time the writing is distributed to all, or a majority of, Jurupa Valley City Council Members. The City Council may also post the writing on its Internet website at www.jurupavalley.org.

Agendas and Minutes are posted on the City’s website at www.jurupavalley.org.

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STAFF REPORT
DATE: SEPTEMBER 21, 2023
TO: MEMBERS OF THE CITY COUNCIL AND PLANNING COMMISSION FROM: ROD BUTLER, CITY MANAGER
BY: JOE PEREZ, COMMUNITY DEVELOPMENT DIRECTOR
SUBJECT: AGENDA ITEM NO. 2.A
JOINT STUDY SESSION: NORTH PYRITE MASTER PLAN

RECOMMENDATION
It is recommended that the City Council and Planning Commission receive and file a staff presentation on the revised North Pyrite Master Plan and provide input and direction.

BACKGROUND
The North Pyrite Master Plan (Master Plan)
includes a vision and guidelines for the
“North Pyrite Canyon area” and is one of
the land use study areas that were included
with the Truck Intensive Use program. The
North Pyrite Canyon area is located at the
northern end of Pyrite Street and includes
direct frontage along the State Route (SR)
60 and the Pyrite Road SR-60 interchange.

See Exhibit X. It consists of a box canyon
that in cludes Quality Aggregates (mining
operation), Stringfellow Acid Pits
(Superfund/remediation site) and auto
salvage and auction uses. These uses are
located on the relatively level terrain along
the canyon bottom and was carved out by
the existing mining operations.

On October 7, 2021 , a joint City
Council/Planning Commission meeting was
Figure 1 Image and Industrial Park Planning Areas

RETURN TO AGENDA

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held to review the draft North Pyrite Master Plan and receive public comments. At the end of the meeting, the City Council and Planning Commission supported the general concepts of the North Pyrite Master Plan and directed that additional study and dialogue continue with the stakeholders (property and business owners) to help refine the Master Plan.

Since the 2021 joint meeting, the City has (a) completed research into the legal status of businesses located in North Pyrite Canyon area; (b) conducted outreach meetings with stakeholders and public agencies regulating the mining facility (California State Mining and Geologic Board (SMGB)) and responsible for the Stringfellow remediation (California Department of Toxic Substances Control (DTSC)) ; (c) provided draft Master Plan to the DTSC, SMGB, and stakeholders for review and received comments; and (d) revised the Master Plan with consideration of the received comments.

On May 9, 2023, the City held an outreach meeting to present a revised Master Plan to stakeholders including DTSC and SMGB, and receive comments . The stakeholders expressed concern that the North Pyrite Master Plan, although it describes the purpose and intent of the Vision and proposed Industrial Park planning areas and includes prohibited uses, does not provide any detail on permitted uses. The City explained that the Master Plan provides the vision and guidelines for the area, and as part of this effort, would include subsequent rezones which includes permitted uses. Permitted uses are not part of the Master Plan. In response to a request for permitted uses, the City prepared a list of possible permitted uses that are consistent with the Master Plan’s vision and goals of each of these future zones. A follow-up outreach meeting was held on August 8, 2023.

On August 9, 2023, a follow-up stakeholder meeting was held to review the draft list of permitted uses in future zones. The meeting facilitated further dialogue between the City, stakeholders, and relevant agencies, with the goal of ensuring that all perspectives were considered in the development of the Master Plan . The following is a summary of the comments received at this meeting:
 Stakeholders expressed awareness of the potential arrival of alternative energy businesses in North Pyrite Canyon; request City to share identities of these companies so they can contact them.
 Property owners expressed difficulty attracting interested companies due to historical mining and remediation issues related to Stringfellow.
 Property owners expressed interest in proposing a cold storage facility; acknowledged it's just one potential business type.
 Ritchie Brothers, a heavy equipment auctioneer, is interested in establishing in North Pyrite Canyon; however, it is not included as part of the draft list of permitted uses.  Stakeholders suggest ed flexibility in building size within Industrial Park Zone; landscaping and innovative design could mitigate concerns with larger buildings.  Existing auto auction use, salvage yard use (Pick -Your-Part), or proposed heavy equipment auction use are considered suitable for North Pyrite Canyon.

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 Stakeholders sought clarity on approval process of entitlements. The City provided clarification:
o Site Development Permit (SDP) requires Community Development Director approval; may require a public hea ring if project is not exempt from California Environmental Quality Act (CEQA).
o Conditional Use Permit or Tentative Parcel Map requires Planning Commission approval and a public hearing.
o Legislative actions like General Plan Amendment requires City Council approval; concurrent applications are processed the same.
 Property owners must secure environmental insurance and provide disclosures, challenging to attract businesses or buyers.
 Metropolitan Water District's property may impose additional limitations.  Stakeholder suggests robust CEQA analysis for Master Plan and zoning amendments to streamline environmental review of future development.

ANALYSIS
The Master Plan will serve as City Council policy governing entitlement and development in the North Pyrite Canyon area . The objective of the Master Plan is to attract new commercial, business park and industrial development to this area . It will provide at or above the median income jobs and make a positive statement from the SR -60 that will attract high-tech architecture, well known freeway-oriented businesses and promote tax base development.

The Master Plan provides the vision and objectives for the area, land use and the permitted use goals , circulation plan, phasing and design criteria. The Master Plan includes Planning Area A, Image Zone, and Planning Area B, Industrial Park Zone.

Updates to the Draft Master Plan
The Draft North Pyrite Master Plan has been updated based on the input from the stakeholders, U.S. Environmental Protection Agency (EPA), DTSC, and SMGB. The major revisions to the Master Plan from what was presented at the October 7, 2021 Joint City Council/Planning Commission study session are as follows:
1) Modification to allowed uses
2) Response to Department of Toxic Substance Control concerns 3) Added Design Guidelines
4) Provide Implementation Process
5) Optional land use analysis
Provided below is a summary of the North Pyrite Master Plan updates.

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1. Modification to Allowed Uses
Planning Area A , Image Zone , of the Master Plan, was originally envisioned for commercial uses that take advantage of the SR-60 freeway visibility. Examples of commercial uses included professional and business offices, lodging, dining, and entertainment. During the outreach meetings with the stakeholders, concerns were expressed about the viability of restaurants and hotels due to the history of Stringfellow Acid Pits and its ongoing remediation.

Although the only restricted use according to the DTSC is residential, the stigma of the Stringfellow legacy would make it challenging to attract a hotel and restaurant to the area. For these reason, the Image Zone’s vision has changed from a freeway- oriented commercial center to a business commerce center. The proposed uses that would be included in the Image Zone include the (See Attachment 2 for a list of proposed uses with a more detailed description):

Uses subject to the approval of a Site Development Permit  Adult Educational and Training Facilities
 Artisan Crafts - Handmade
 Business Sales and Services
Figure 2 Proposed Image and Industrial Park Zones

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 Business-Supporting Commercial Uses
 Commerce Center Enterprises
 Government Facilities and Public Utilities
 Green Technology and Renewable Energy Companies
 Professional Offices
 Showrooms and Exhibition Spaces
 Technology and Innovation Parks
Uses subject to the approval of a Site Development Permit:
 Light Manufacturing and Assembly
The vision for Planning Area B, Industrial Park Zone, is for manufacturing, fabrication, and assembly uses. This vision has been expanded to encourage green technology, renewable energy , and cutting -edge sectors like automotive, aerospace and biotechnology. The goal is economic growth, innovation , and a collaborative environment for prosperity. The Industrial Zone includes the following proposed land uses subject to the approval of a Site Development Permit:
 Automotive Industry: Automotive manufacturing and component facilities.  Aerospace and Defen se: Aerospace and defense equipment design and manufacturing.
 Biotechnology and Life Sciences: Biotech research, pharmaceuticals, and medical devices.
 Clean Transportation and Mobility: EV manufacturing, sustainable transportation services.
 Electronics and Technology: Electronics manufacturing and distribution.  Energy and Utilities: Energy production, renewable fuel energy facilities.  Environmental Monitoring and Sensing Technologies: Environmental monitoring solutions.
 Fabrication and Assembly: Metalworking, woodworking, and plastic molding (with permit).
 Food Processing: Food and beverage production facilities.  Government Facilities and Public Utilities: Essential infrastructures managed by the government or utilities.
 Green Building and Energy -Efficient Construction: Sustainable building design and energy-efficient materials.
 Industrial Automation and Robotics: Industrial automation systems and robotics.

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 Industrial Equipment and Machinery: Industrial equipment manufacturing and distribution.
 Industrial Services: Industrial support services (excludes portable toilets).  Manufacturing Facilities: Industrial buildings for goods production.  Metalworking and Machinery: Metal fabrication and machinery manufacturing.  Packaging and Printing: Packaging design and printing services.  Renewable Energy: Development and operation of renewable energy systems.  Research and Development: Spaces for research and innovation.  Research and Testing Laboratories: Scientific research and testing facilities.  Security and Safety Systems: Industrial security and safety equipment.  Textile and Apparel: Textile and garment manufacturing.  Water and Air Purification: Water and air treatment technologies.  Chemical Manufacturing: Production and processing of chemicals.  Construction and Building Materials: Construction materials production.  Fabrication and Assembly: Plastic molding (with permit).  Mining: Mining operations with valid permits.
 Plastics and Rubber: Plastic and rubber material production.  Warehousing and Distribution: Goods storage and distribution facilities (requires conditional use permit and General Plan amendment to include site within the Warehouse & Distribution Center Overlay)

2. Department of Toxic Substance Control (DTSC) concerns and City response DTSC is responsible for the remediation of Stringfellow Superfund site and have provided the following comments on the draft North Pyrite Master Plan:
 The lower canyon Stringfellow treatment facility with groundwater extraction wells used for the treatment of the contamination should not be included in the proposed Image Zone.
 Request that the proposed traffic circulation plan and policies do not interfere with the permanent access to the Stringfellow treatment facilities located on State - owned land and assure continued operation of the extraction wells that capture contaminated groundwater or use of the road for emergencies.  Improve air quality in the area by (a) prohibiting land uses that generate high volumes of truck traffic and (b) eliminating the illegal truck parking on the Riverside Mining property . Portable generators currently operate to provide lighting in this area, and the odor of their exhaust is discernible at night and in the

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early morning. There appear to be no protections in place to prevent the storage of truck trailers containing hazardous materials, explosives, or other dangerous items. Place regulations in the Master Plan that prevent overnight parking in the area without specific permits and safety plans in place.  All state infrastructure within the North Pyrite Canyon needs to be preserved while the remediation efforts continue.
 Abate the non-permitted usage of the land occupied by the automobile auction or if permitted, establish stormwater, fire, and pollution controls.

Considering DTSC’s concerns, the Master Plan was revised to indicate that the State- owned lands associated with the remediation of Stringfellow Acid Pit are not available for development in the foreseeable future due to the length of time for remediation .

Therefore, the land uses identified in the Master Plan for these parcels cannot be implemented until such time the EPA determines the site is no longer needed for remediation. It also states that any future de velopment that may impact the operations of infrastructure related to Stringfellow remediation will require DTSC and EPA approval. The revised Circulation Plan indicates that the ultimate development of the circulation must assure the continued operation of the Stringfellow remediation and would not hinder the remediation.

Regarding DTSC comments on the existing, currently operating, land uses in North Pyrite Canyon, the Draft Master Plan summarizes each use, whether they are legally established, and any ongoing code violations at the time of this report . Ultimately, the land use and hazardous waste issues stated by DTSC will either be resolved through code enforcement or the City discretionary review process. As required by the General Plan Stringfellow Remediation Site and Pyrite Canyon Overlay (SRO), further clearance from the appropriate State authorities is required and must indicate that all significant hazards have been abated . Additionally, the proposed project cannot occur without jeo pardizing pub lic health and safety and any proposed remediation plans to clean up a development site shall be determined adequate for the State to permit development on the site.

3. Enhanced Design Guidelines
The vision in the Draft Master Plan is for new commerce center and industrial park development to be of the highest quality architectural design that makes a statement that the City is a prestigious destination for these uses. For this reason , detailed Architectural Guidelines have been included in the updated version of the Draft Master Plan. The Architectural Design Guidelines include requirements for site design, parking and circulation, loading areas, landscaping, screening , and site amenities.

4. Added Implementation process for the Master Plan
Implementation of the Master Plan is through (1) adoption of two new zone districts (Image Zone and Industrial Park Zone) that provide for permitted uses and development standards consistent with this Master Plan, (2) adoption of a community

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facilities district (CFD) to provide supporting infrastructure, (3) adoption of a General Plan Amendment (GPA) to amend the Stringfellow Remediation Site and Pyrite Canyon Overlay (SRO) to make it consistent with the Master Plan; and (4) entitlement approvals submitted by private developers (e.g., subdivisions, parcel maps, Site Development Permits, Conditional Use Permits, etc.) of individual development applications, which shall be consistent with the provisions of the Master Plan and the new zoning.

5. Added Flexibility to Maximum Building Size
In response to the stakeholder's suggestion, staff proposes allowing flexibility in the allowable building size within the Industrial Park Zone. Building size in the Master Plan is currently set at 50,000 to 150,000 square feet, the proposal is to permit buildings larger than 150,000 square feet, up to 350,000 square feet. This would require the approval of a conditional use permit. Furthermore, to mitigate the impact of larger buildings, additional requirements such as incorporating architectural articulation, landscaping, decorative walls, and berms are recommended.

6. Optional Land Use Feasibility Analysis
There have been concerns raised during stakeholder meetings regarding the feasibility of the envisioned uses for N orth Pyrite Canyon due to existing environmental constraints. As a result, the City Council may wish to direct staff to complete a comprehensive study to evaluate the area's limitations and the practicality of the envisioned uses. The primary objectives of this study would be to investigate the environmental impacts of the Stringfellow Super Fund site and the mining operation and how these factors affect future development. Additionally, the study would provide a thorough economic analysis of the land uses to determine their feasibility.

If the City Council decides to proceed with the study, the City would hire a consultant group(s) specializing in environmental engineering and economic analysis. The study would focus on evaluating the following:
 Water Contamination: Potential contamination risks w ould be assessed, and appropriate mitigation strategies would be recommended.  Soil Contamination: The study would investigate soil pollution and outline effective soil remediation measures.
 Noise and Vibration : An analysis of noise and vibration levels resulting from mining activities would be conducted, and suitable noise reduction and vibration control measures will be recommended.
 Dust Emissions: The study would examine dust generation and dispersion during the mining process, and effective dust suppression methods will be recommended.
 Public Safety: Potential hazards and risks in the vicinity would be identified to ensure public safety. The study would also include recommended safety

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considerations for employ ees and customers, along with appropriate safety measures.
 Land Uses Feasibility : This aspect would involve conducting a cost -benefit analysis, assessing market demand and supply, and exploring employment opportunities associated with the proposed land uses.

The City has already reached out to both an environmental engineering firm and a financial consultant to obtain cost estimates and establish a schedule for completing the study. Based on initial assessments, it is anticipated that the land use feasibility study would take 45 to 60 days to complete and would cost an estimated amount of $50,000. The environmental study of North Pyrite Canyon conditions would take three to four months to complete and is estimated to cost $ 95,000. If the City would proceed with the Land Use Feasibility Analysis, the next step would be to issue a request for proposal (RFP) to select consultants.

If the study does not proceed, the environmental issues would be addressed as part of the entitlement process for new projects.

PUBLIC NOTICE
A public notice is not required for a study session. However, North Pyrite Canyon stakeholders were notified of the joint study session at the August 9, 2023 stakeholder meeting and reminded by email sent ten days prior to the study session.

NEXT STEPS
If the Planning Commission and the City Council are supportive of the Draft Master Plan, the next steps in the process will include:

1. Make refinements to the Draft North Pyrite Master Plan as directed by the Planning Commission and City Council and, if directed , complete a land use feasibility analysis.

2. Initiation request to the City Council for a General Plan Amendment (GPA), Change of Zone (CZ), and Zoning Code Amendment (ZCA).

3. Prepare analysis and documents , including the project CEQA determination, for the above items.

4. Planning Commission Hearing

5. City Council Hearing

FINANCIAL IMPACT
The cost associated with the staff time to prepare the North Pyrite Master Plan, General Plan Amendment, Zoning, and the CEQA analysis are budgeted in the General Fund . If the City Council directs staff to prepare a feasibility analysis, the City Council will need to appropriate $145,000.

ATTACHMENT 1
Draft North Pyrite Master Plan

COMMUNITY DEVELOPMENT DEPARTMENT

JOE PEREZ, DIRECTOR

NORTH PYRITE MASTER PLAN

COMMERCE CENTER AND INDUSTRIAL PARK

VISION STATEMENT

PERMITTED USES & DEVELOPMENT CRITERIA

ARCHITECURAL DESIGN GUIDELINES
APRIL 2023

ADMINISTRATIVE REVIEW DRAFT

NORTH PYRITE MASTER PLAN (NPMP)
CITY COUNCIL RESOLUTION 2023-__ __, 2023

1.0. INTRODUCTION
The North Pyrite Master Plan (NPMP) provides a vision statement and policy guidance for the future development of the mining and reclamation area north of Pyrite Street and Granite Hill Drive. This area is reserved under the 2017 General Plan for commerce and manufacturing uses that will achieve the following:
• Generate significant numbers of high paying jobs, including skilled labor, professional and management.
• Minimize air quality and traffic impacts of truck traffic. • Provide opportunities for clean, technology-based industries. • Provide an image of the City of Jurupa Valley as a prestige location for top level businesses and high tech architecture, as viewed from the SR60 freeway. • Diversify the City’s economy by creating the opportunity for high profile business-to- business enterprises and other land uses that thrive on exposure to freeway traffic rather than businesses that are dependent on service or trade area demographics.

The development of the North Pyrite Master Plan included multiple public outreach meetings with stakeholders, including property owners and business owners in the Pyrite Canyon area. There were also meeting with the Department of Toxic Substance Control and the State Mines and Geologic Board. In addition, there were two City Council public study sessions.

2.0. EXISTING CONDITIONS

GEOGRAPHIC SETTING
• Geography of the Site. The NPMP provides for an industrial park nestled in a small valley within the Jurupa Hills and a highway -oriented commerce park in high -tech architecture on the north side of Granite Hill Drive . Hilltop ridges separate potential building sites bordering the north side of Granite Hill Drive from the leveled areas to the north that were created by the Pyrite Quarry mining operations. The leveled areas behind the Granite Hill ridges are largely out of view.

APRIL 10, 2023 ADMINISTRATIVE REVIEW DRAFT

NPMP APRIL 2023 DRAFT
North Pyrite Master Plan 04-10-23 Draft City of Jurupa Valley2 • Current Land Uses.
o Auto salvage and mining uses exist in the valley area in addition to the hazardous waste disposal site remediation:
§ Pick Your Part . Although it has been determined to be a legal use , the city is investigating the extent of which it has expanded the use beyond the site area in the project approval.
§ Insurance Auto Auctions was established several years ago, an unpermitted land use without the necessary zoning approvals and is currently considered an illegal land use.
§ Pyrite Quarry (Riverside Mining Co.) is legally operating under a County and State approved mining and reclamation plan. However, the City is in process of code enforcement action to address several illegal uses on site such as truck storage, metal shipping container storage, and recycling of concrete materials. § Stringfellow, the closed former hazardous waste disposal site is located in t he northeast area of the plan area and is considered unavailable for development until remediation is completed, which is estimated to take several centuries under the currently available technologies. Monitoring and extraction wells are positioned throughout the plan area and are also expected to remain during the remediati on process. Development that would impac t the remediation must be approved by the Environmental Protection Agency and the State Department of Toxic Substances.
o Undeveloped properties along the north side of Granite Hill Drive and west of Pyrit e have been excavated in order to market the material and clear the way for future building sites. Additional grading will be needed in this area to create buildable pads for new construction. The State-owned parcel at the northeast corner of Granite Hill and Pyrite Street is vacant and currently supports several Stringfellow plume monitoring wells.
o Multiple Species Habitat Conservation Plan (MSHCP) / Open Space. The valley area of the site is surrounded by high, steep hillside terrain that forms the Jurupa Hills. This range of hills extends al ong the north side of the SR60 freeway from Country Village Road to Rubidoux Blvd., and due to their prominence define s th e north side of the Jurupa Valley. Portions of this area are a part of the M SHCP natural habitat preservation system

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North Pyrite Master Plan 04-10-23 Draft City of Jurupa Valley

3 • Circulation. Although a private road extends northerly to the north City boundary at Poplar Street in Fontana from the north terminus of Pyrite Street at Granite Hill Drive, there is no proposed arterial roadway shown on the circulation elements of the cities of Jurupa Valley and Fontana, or the County of Riverside.
o The North Pyrite Master Plan site is served by the SR60 freeway - Pyrite - Granite Hill interchange.
o The existing roads that serve the plan area are private easements and are not sufficient to serve major traffic generating industrial or business park uses. Further, there is no plan to extend Pyrite north to connect with Poplar in Fontana, as doing so is likely to increase truck traffic from the north into Jurupa Valley. Pyrite Street is essential road infrastructure for Stringfellow, which provides necessary traffic access to the facilities located in the Northern end of Pyrite Canyon.

GENERAL PLAN LAND USE SUMMARY
The General Plan provides for tourist commercial uses along the north side of Granite Hill Drive. This concept was developed by the General Plan Advisory Committee in 2016 and 2017. The concept envisioned taking advantage of the high visibility of the area from the freeway and the convenience of the Pyrite / 60 interchange. The intent was to provide for lodging, dining and entertainment uses clustered around the interchange.

The area in the valley to the north has been designated for industrial land uses. This desig - nation provides the opportunity for tax base and job creation. Distribution type warehouses are not allowed in this area of the City, but most other forms of manufacturing, assembly and fabrication would be permitted.

The hillside terrain outside of the industrial designations that form the surrounding Jurupa Hills are designated Open Space – Conservation. The General Plan identifies these areas as important natural elements and encourages sensitive land-form alteration and preservation.

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North Pyrite Master Plan 04-10-23 Draft City of Jurupa Valley

4 3.0. NORTH PYRITE MASTER PLAN (NPMP) MASTER PLAN
This Master Plan is adopted by the City Council to make a clear policy statement that reflects the City’s vision for the ultimate development of the plan area. Implementation is through (1) adoption of new zone districts that provide for uses and development standards consistent with this Master Plan, (2) adoption of a community facilities district to provide supporting infrastructure, (3) adoption of a General Plan Amendment to amend the Stringfellow Remediation Site and Pyrite Canyon Overlay consistent with the NPMP; and (4) entitlement approvals (e.g., subdivisions, parcel maps, Site Development Permits, Conditional Use Permits, etc.) of individual development applications, which shall be consistent with the provisions of this plan.

The principal elements of the NPMP are:
• Vision Statement & Objectives
• Land Use Plan & Permitted Uses
• Circulation Plan
• Phasing
• Design Criteria
The following is a summary of City Council direction for these elements.

3.1. VISION STATEMENT & OBJECTIVES
Planning Area A – Image Zone. The Image Zone is the area along the north side of Granite Hill Drive and south of the parallel ridge immediately above. New development in this area shall be characterized by highly aesthetic architecture for professional and business offices, research and development and commerce center enterprises.

This zone is intended to (1) take advantage of the high volume exposure to freeway traffic ; (2) take advantage of the fully developed freeway interchange at Pyrite Street; (3) diversify the City’s economy by establishing uses not represented elsewhere in the community ; and (4) make a statement that the City is considered a prestige location for such uses.

Planning Area A – Image Zone borders the Granite Hill frontage and is visible from the freeway.

Note: The parcel at the northeast corner of Granite Hill Drive and Pyrite Street (APN 171-030-002) is not available for development in the foreseeable future. This parcel is State owned and is the location of the Stringfellow Lower Canyon Tre atment Facility and twelve (12) groundwater extraction wells which are utilized in the extraction, conveyance, and treatment of the contamination plume. The land use designation shown on the Master Plan for this parcel cannot be implemented until such time as the State and EPA determine the site is not needed for remediation and makes it available for development.

NPMP
APRIL 2023 DRAFT
North Pyrite Master Plan 04-10-23 Draft City of Jurupa Valley5 Planning Area B – Industrial Park Zone. The Industrial Park Zone is located in the bowl -like valley to the north of the Granite Hill fronting ridge that has been created by the operations of Pyrite Quarry.

Planning Area B – Industrial Park Zone is nestled in a valley and is not visible from the freeway.

The vision for this area is a c luster of industrial buildings that vary in size, ranging from 50,000 square feet to 350,000 square feet and accommodate manufacturing, fabrication and assembly.

Architecture and landscaping must contribute to a campus or business / industrial park like setting.

An example is the Empire Business Center at the southwest corner of Etiwanda Ave. and Philadelphia Ave.

This zone also accommodates distribution warehouse uses subject to a General Plan Amendment that adds a warehouse overlay and is subject to a development agreement.

The Empire
Business Center
entry statement at
Etiwanda Ave.
and Inland Ave
Aerial view of the
Empire Business Center
at the southwest corner
of Etiwanda Ave. and
Philadelphia Ave
Note: The State owned Stringfellow Hazardous Waste site and adjacent areas that support remediation are not available for development in the foreseeable future. The land use designation shown on the Master Plan for this parcel cannot be implemented until such time as the State and EPA determine the site is not needed for remediation and makes it available for development.

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North Pyrite Master Plan 04-10-23 Draft City of Jurupa Valley

6 3.2 LAND USE PLAN & PERMITTED USES
The Master Plan lists permitted use cate-
gories and general development regula-
tions that will implement the vision state-
ment and objectives of Planning Areas A
and B. Land use designations shown in
the General Plan land use exhibit are
generally consistent with the General
Plan, with the exception that (1) a Gen-
eral Plan Amendment must be adopted
that changes Commercial Tourist CT to a
new CC “Commerce Center” designation
and (2) add a distribution warehouse
overlay for the Master Plan Industrial
Park Zone in order to permit distribution
warehouses outside of the existing
overlays.
(Note: A “distribution warehouse” is a specific land use as described in the Mira Loma Warehouse and Distribution Center Overlay Policy of the General Plan, and does not refer to the area of an industrial building for the storage of raw materials or finished products.)
In order for new development within the Master Plan to be approved, the existing zoning must be changed to be consistent with the 2017 General Plan. The new zone district for Planning Area A (Image Zone) is CC – Commerce Center Zone and the new zone for Planning Area B will be IC – Industrial Center.

Permitted Uses
Permitted uses are to be determined by consulting the list of permitted uses in the new adopted zone district on the parcels in the plan area. Since most of the desired uses that are encouraged in this Master Plan are not allowed
under the zoning that exists in the
plan area at this time, new zoning
will be adopted. Further, the 2017
General Plan designates l and
uses that are not consistent with
the existing zoning, which further
necessitates rezoning the Master
Plan area.

Uses allowed in the new zones,
that are consistent with the 2017
General Plan and this Master
Plan, will be the allowed uses in
the new zoning that implements
the Master Plan, except for those
listed below as prohibited.

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7 Prohibited Uses
Upon adoption of the new CC and IP zones, the following uses shall not be allowed within the Master Plan:

1. Industrial uses that utilize more than 20% of the development site area for outdoor storage, such as, but not limited to, pallet yards, contractor yards, heavy equipment sales and rental, truck and trailer parking, lumber yards, etc.

2. Truck stops and truck fuel stations (Note: alternative fuel and production fuel are allowed)

3. Commercial and industrial sto rage yards as a principal use, including but not limited to tanks, building materials, inoperable vehicles, trucks, including storage of commercial truck trailers and heavy construction equipment and vehicles

4. Heavy equipment rentals

5. Retail sales of alcoholic beverages

6. Auctions

7. Salvage yards

8. Residential Use
Interim Prohibition
Development entitlement applications submitted after adoption of this master plan and prior to adoption of implementing zone districts shall not permit any of the prohibited uses listed above.

3.3 DEVELOPMENT STANDARDS
Minimum Site Development Standards
The following standards are required in addition to those found in the zoning code or zone district.

In the event of conflicting requirements, the more restrictive regulation shall apply.

1. A minimum of 20 feet of landscaping is required between the front or any street-side property line and all buildings and screen walls.

2. Where parking areas are adjacent to a roadway, a minimum of 10 feet of landscaping is required between the front or any street side property line and the adjacent roadway.

3. Setback areas shall be extensively landscaped with trees, shrubs and ground cover.

4. All outdoor storage shall be fully screened from view of any street.

5. Truck loading areas shall be screened from view of any public or private street or any public property.

6. All roof mounted mechanical equipment shall be shielded from view from any street open to the public, with a private or public roadway

7. Perimeter walls shall be constructed of decorative masonry, tubular steel, wrought iron, or the equivalent as determined by the Community Development Director, or as otherwise required by condition of approval.

Architectural Design Criteria
Design criteria and design guidelines are established to result in architecture and landscaping that produce an environment that will attract businesses with higher paying jobs and contribute meaningfully to the City’s tax bas e. Entitlement approvals are expected to satisfy the following criteria:
• Significant and substantial architecture is required, generally consistent with the following examples, and specifically as approved by the Planning Commission or City Council under the appropriate entitlement action.
• Extensive landscaping sufficient to create a business/industrial park-like setting for new developments.

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8 • Streets and entry roads must be characterized by overhanging shade trees with landscaped berms and parkways and low key, tasteful signage.

Design Examples

Image Zone Examples

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9 Industrial Park Zone Examples

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10 Architectural Design Guidelines
Design of new development projects in both Planning Areas A and B shall be consistent with Section 4.0 Architectural Design Guidelines.

3.4 CIRCULATION PLAN
The Master Plan will re -
quire the development of
a loop road that will serve
all development parcels.

The Master Plan Zone B
(Industrial Park) is located
in a topographically con -
tained area with no
through access. The ulti -
mate development of this
area will necessitate an in-
ternal loop road that con -
nects to the terminus of
Pyrite a few hundred feet
north of Granite Hill.

This intersection will
require development as a
major entry statement for
the Master Plan area with
roadway designed to
accommodate significant
truck traffic. The graphic
illustration shows that the
This exhibit illustrates the concept for circulation within the Master Plan. Precise alignments and design are to be developed jointly with the affected land owners under City engineering standards and will respect existing easements and ownership.

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11 existing provision for shared access by Stringfellow and other uses will continue to exist, with the shared access road co-terminus with the east leg of the loop road. Thus, the ultimate, developed circulation plan must assure the continued operation of the Stringfellow remediation operations.

The expected volume of truck traffic must be evaluated to determine if improvements to the Pyrite / SR60 interchange will be needed. The CFD formation required through the approval of the Shops at Jurupa Valley project, southeast of Pyrite and the freeway , that will address needed improvements to the Pyrite / SR60 interchange will be extended to include the North Pyrite Master Plan area, in order to provide for the business park to contribute toward its share of mitigation as well. Street improvements required for the development of the Image zones will provide an equestrian trail along the north side of Granite Hill Drive, which is designated a Primary Equestrian Trail Route between the Bly Channel to the west and Rubidoux Blvd. to the east.

3.5 PHASING
Planning Area A – Image Zone (Commerce Center)
This area is suitable for incremental development at the discretion of the owners, provided that existing parcels are not further subdivided and each parcel is planned in its entirety when entitled.

Conditions of approval or development agreements can serve as the mechanism to control phasing of development on individual parcels.

Planning Area B - Industrial Park
Development within the planned industrial park is expected to take place incrementally over an extended period of time. Existing constraints to new development must be addressed in order for certain areas within the plan to be developed:

1. Stringfellow: The State owned former hazardous waste disposal site that is under remediation is not likely to be safe or available for development in this century, unless new technology makes it possible to do so sooner.

2. Monitoring wells outside the Stringfellow site must be maintained indefinitely, and serve as a constraint in developing those areas in the vicinity, unless they are relocated with approval of EPA and the State DTS.

3. Existing auto salvage yards must be transitioned to other sites or closed in order to create buildable areas. Transition could take place incrementally, allowing smaller auto salvage uses to continue along side new industrial development. However, careful planning of such incremental developments in order to avoid dysfunctional site development or blighting effect of industrial land uses. Adherence to the design guidelines and development standards as a part of the land use entitlement process is critical to ensuring the ultimate built industrial park will function as an asset for the City and the land owners.

Note: The potential non-conforming status of a portion of the Pick Your Part use and failure of Insurance Auto Auction to obtain the necessary entitlement when it was established make the timing of developing these areas uncertain.

4. Pyrite Quarry. As the quarry continues to operate and complete the reclamation plan over the next decade, the result will be to incrementally increase the developable area of Zone B.

Incremental development of this area is expected at the discretion of the property owner. As the quarry elects to release areas for phasing new development, t he Master Plan and implementing zoning will provide the necessary guidance to ensure the ultimate development of the land meets the Master Plan objectives.

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12 As with Planning Area A, phasing of new development in Planning Area B is to be at the discretion of the owners, provided that existing parcels are not further subdivided and each parcel is planned in its entirety when entitled. Conditions of approval or development agreements can serve as the mechanism to control phasing of development on individual parcels.

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13 4.0 Architectural Design Guidelines

NORTH PYRITE MASTER PLAN

Introduction
The intent of the North Pyrite Master Plan design guidelines is to aid private development in the creation of a high quality and aesthetically unified commerce and industrial park development within the City of Jurupa Valley. Used in conjunction with basic principles of good design and applicable jurisdictional regulations, they will expedite the approval process and facilitate the development of quality commerce and industrial park projects within the City. For the purpose of these Design Guidelines a commerce and industrial park is defined as five (5) or more office/industrial buildings planned, organized, and managed to function as a unified whole and featuring all of the followin g: common driveways, common parking, common signage plan, and common landscaping plan.

These Design Guidelines are intended to create standards for the character of all development within a commerce and industrial park in keeping with the City’s vision and design standards. They are designed to guide and monitor development of individual sites and buildings, roadways, landscaping, and all other site improvements, in addition to encouraging excellence and innovation in design.

Design Objectives
The following objectives form the basis for both the
commerce and the business/industrial park design
guidelines. The intention of the guidelines is to promote an outstanding development that will:

A. Create a high-quality business environment that
provides abundant business opportunity,
B. architecture in terms of mass, scale, materials, and color relative to adjacent development.

C. Control access and design parking sufficient for
tenants, but also to promote safe interaction
between vehicles and pedestrians;
D. Encourage superior project design that will attract a wide variety of appropriate businesses to the community that will stimulate job growth and economic vitality.

Site Planning
The overall site design of each commerce or business/industrial park project should contribute to the growing sense of place and character in the North Pyrite Master Plan in the City of Jurupa Valley. Site planning guidelines consider the internal organiza tion of a development project and the external relationship with the public right-of- way, adjacent

Selection of appropriate architectural style and quality of design add to the character of the neighborhood

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14 properties and other projects.

Building Placement
A key element in designing a commerce and industrial park is designing the arrangement of structures, parking, circulation areas, and open space and how they relate in scale and character to the surrounding environment.

A. Building entries should be located so that they are
easily identifiable with convenient public access.

Each project should provide a well -defined entry
sequence for pedestrian and vehicular uses from
the street and parking areas to the building
entrance.

B. Variations in siting and orientation of each building shall be considered in relation to its specific parcel, the effect on adjacent parcels, and, as it occurs, the
massing of consecutive lots.

C. Building scale shall be appropriate to the site so
that the buildings do not dominate. Building forms
shall complement and pre serve the natural
landforms and minimize cut and fill to the greatest
extent possible.

D. Building placement that creates opportunities for
plazas, courtyards, patios, or out door dining is
strongly encouraged.

E. Secondary entrances shall be easily accessible
and convenient to building parking and delivery
areas, but not be dominant.

F. Pedestrian pathways should be in conformance
with current Americans with Disabilities Act (ADA)
standards and conform to the City of Jurupa Valley
Municipal Code.

G. Open space within each building site is en -
couraged. L imit combined impervious site
coverage for individual building sites (includ ing
buildings, parking, plazas, sidewalks, and drives)
to a maximum of 70 percent of each site’s land
area. Consideration for varying site coverage
requirements may be given for sites adjacent to
significant common open space.

H. A variety of building and parking setbacks is
encouraged should be provided in order to avoid
long monotonous building facades and to create
diversity in design.

Building placement relates to the site to create
external ambiance

A building entry that is clearly delineated by paving,
landscaping and hardscape directs pedestrians into the
space

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15 Well defined pedestrian access connects buildings,
parking and transit stops

Parking Orientation
It is integral to site design to develop a circulation system that efficiently moves vehicles in a well - defined manner while avoiding and reducing potential conflicts between pedestrians and vehicles.

A. The placement and design of parking areas and
structures should foster safe pedestrian access
and circulation and clearly identifiable public
access and visitor parking.

B. the parking lot should promote safety, efficiency,
and convenience. A continuous circulation
pattern though the site should be provided to the
greatest extent possible.

C. Parking lots which accommodate a significant
number of vehicles should be divided into a
series of connected smaller lots.

D. Site access and internal circulation through the
parking lot should promote safety, efficiency,
and convenience. A continuous circulation
pattern though the site should be provided to the
greatest extent possible.

E. Parking areas should not dominate the street
frontage and should be screened by buildings
and landscaping.

F. Pedestrian access should be provided between transit stops and building entrances.

G. Site and building design shall accommodate pedestrian circulation onsite from parking areas to plazas, open space, pedestrian pathways, and to adjoining buildings. Existing and proposed pedestrian and/or bicycle circulation systems and easements shall be integrated into site design.

H. Loading and service areas should be provided with separate access and circulation whenever possible.

Open space within a building site

Proper landscaping provides screening to conceal parking areas as much as possible

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16 Storage, and Equipment Areas
When designing the placement of auxiliary structures and areas, primary placement considera- tion should be to minimize their visibility and adverse impacts to the greatest extent possible.

A. Auxiliary structures associated with commerce and industrial park buildings or complexes such as trash enclosures, vending machines, generators and storage areas should be compatible with and integrated into the overall design of the business park.

B. Loading and service areas shall be concealed from public view and from adjoining properties by appropriately designed walls, fencing and landscaping whenever possible or shall be located to the rear of the site and designed for minimal visual impact and circulation conflicts.

C. Rooftop equipment shall be completely screened from view.

D. Where possible, utilities shall be placed underground or screened from public view for improved service reliability and greater public safety. Underground utilities eliminate visual blight and enhance the quality of the public realm.

Site Amenities
Integrating site amenities, such as courtyards, site
furniture, and landscaping, adds to the creation of a
sense of place and an aesthetically pleasing environment.

A. Small recycled water fountains, special accent
paving, murals, inlays, trelliswork, sculpture, and/or other design features shall be incorporated into
plaza, courtyard, and streetscape designs.

B. Where roll-up doors are employed, sound
attenuation walls may also be needed.

C. Recycling areas shall be accommodated within
trash storage areas.

D. Outdoor space, both public and private, should play
a significant role in the site plan and should be safe
and secure and appropriately scaled for its use.

E. Outdoor space at large facilities should include
employee break and activity areas. Jogging paths,
par courses, and like activities can be designed to
meander through the open space and around
parking areas.

F. Building compounds should be used to
create
protective enclosure and human scale, creating
their own windbreaks and shade. Use buildings to
screen and protect major pedestrian and open
space areas from wind and noise.

G. Position entrances and courtyards to relate to adjacent buildings.

H. Focal elements such as sculptures, art, or water features employing water conservation techniques should be incorporated into courtyard and plaza design.

I. Seating should be provided in the courtyard/ plaza. Where applicable, users should be provided with a choice between social and quiet seating.

Refuse areas should be screened and match
the overall design of the business park

Plazas and courtyards provide an engaging place
for workers to congregate

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17 J. Site Furniture

1. When plazas are adjacent to the public
right-of-way, paving and furniture styles
should complement the public
streetscape elements and be constructed
of durable materials.

2. Site furniture should be carefully placed to
not create pedestrian / vehicular conflicts.

There should be adequate circulation
space surrounding site furniture.

K. Permeable paving materials (e.g. open paving blocks and permeable paving blocks, etc.) should be used in plazas, courtyards, walkways, and parking areas. Permeable paving materials should not be used in the public roadways.

Safety
Safety and security are integral components of a business park, both the built and natural environment. Good site plan design places pedestrian pathways in highly visible areas to provide for safe passage day or night.

A. Landscaping shall maintain adequate sight lines for visual safety, visibility and efficient security.

B. Lighting should be designed to provide atmosphere, safety, and security without unnecessary spillover or glare onto adjacent properties and light intensity should be of satisfactory quality to ensure visibility, safety, and security.

C. Lighting for pedestrian walkways, parking areas, and vehicle access ways shall not exceed a height of sixteen (16) feet.

D. Entrances, parking lots and pathways should be visible from streets or buildings for safety and surveillance purposes.

E. Lighting that is mandated for general safety and security shall be provided on a 24-hour basis.

Examples of permeable paving materials in circulation
areas
Permeable paving materials can be visually interesting

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18 Architecture
The purpose of the architecture portion of these design guidelines is to provide direction for development of the vertical elements of the commerce and industrial park in order to achieve a built environment that is in harmony with the natural setting, adjacent properties where appropriate, and provides a comfortable, distinctive, and stimulating environment.

General Guidelines
A. Each commerce and industrial park should have a distinct architectural concept that is consistent in theme but rich in subtle variation.

B. Buildings within the same business park should be designed to provide a clear, unified, and easily identifiable image. Methods to achieve this include using similar architectural styles and materials, complementary roof forms, signs, colors, and decorative pavement.

C. All buildings should relate visually to one another, be compatible with adjacent buildings, and not obscure desirable views, such as the San Joaquin River and Mount Diablo, from nearby proposed buildings.

D. Encouraged architectural qualities and design elements for commerce and industrial park buildings are:

1. Building modulation indentations and architectural details;

2. Building entry accentuation;

3. Screening of equipment and storage areas; and

4. Landscaping to soften building exteriors and buffer between uses.

E. The design elements for commerce and industrial park buildings that are discouraged include:

1. Large blank, flat surfaces;

2. Exposed, untreated concrete block walls (except split face);

3. Unscreened loading doors facing the street;

4. Roll-up doors; and

5. Exposed roof drains.

Landscaping and architecture can work together to provide a comfortable and inviting environment
A commerce and industrial park with a unifying
architectural theme

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19 Height and Mass
A. The height and mass of commerce and industrial park buildings should consider the visual and physical relationship to adjacent uses. A structure that dominates its environment by its relative size is strongly discouraged.

B. The mass of a larger building should be broken down into a group of buildings clustered into traditional building compounds or a campus setting to create a sense of community and shelter.

C. Building design should employ clean, simple, geometric forms and coordinated massing to produce overall unity, scale, and interest.

D. Varying building heights/massing and setbacks to define different functions such as offices and warehousing is encouraged.

E. Buildings should relate to the terrain and each other in their massing and forms. Larger masses should be located at the centers of building compositions, with smaller forms stepping outwards and down.

F. Design buildings to step back and step down to follow natural terrain and help break up mass.

Use landscape materials to reinforce tiered building forms. “Stepped down approaches” are especially appropriate for breaking up larger structures in excess of 100,000 square feet or those over two stories in height.

Building Design
A. Variety in building forms should be employed to create visual character and interest.

B. Facades with a high level of visual interest from both vehicular and pedestrian viewpoints are encouraged. The exterior character of all buildings should enhance pedestrian activity in their immediate vicinities.

C. Long unbroken building facades should be broken up with architectural details. Facades with varied front setbacks are encouraged to provide visual interest.

D. Rear and side wall elevations should provide building offsets and architectural details similar
to the front facade.

E. Entrances to individual buildings should be readily identifiable to visitors through the use of recesses or pop-outs, roof elements, columns, or other architectural elements.

An example of a building design that is simple yet
exhibits a unified and interesting facade

These building facades relate to both pedestrians and vehicles

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North Pyrite Master Plan 04-10-23 Draft City of Jurupa Valley

20 Roofs
A. Roofs should be integral to the architectural theme of commerce and industrial park buildings and contribute to the visual continuity. Rooflines of commerce and industrial park buildings should include variations to avoid long, continuous planes.

B. Rooftops should be considered as design elements from various viewpoints: at ground level, from other buildings, and from adjacent perimeter roadways. Mixing roof forms on buildings creates variety in the “roofscape.” Roofs should also be interesting when seen from above in higher buildings.

C. Rooftop equipment should be screened from view on all four sides by architectural features integrated with the design of the building.

D. Roof design shall allow solar panels to be integrated into the roof design, flush with the roof slope. Building orientation and shading design should minimize solar gain and maximize daylight harvesting.

Materials and Color
A. High maintenance materials such as stained wood,
clapboard, or shingles are prohibited.

B. Materials should be chosen to withstand abuse by vandals or accidental damage by machinery. False facades and
other simulated materials and ornamentation are
discouraged.

C. Clear or lightly tinted low-e glass (glazing) should be used, particularly at pedestrian levels where transpar ency be - tween indoor and outdoor spaces is desirable.

D. The use of various siding material (i.e. masonry, concrete texturing, cement, or plaster to pro- duce effects of texture and relief that provide architectural interest are encouraged.

E. Storage containers or accessory structures shall be architecturally treated on all four exterior sides of the building.

F. Accessory structures should employ a variety of building forms, materials, colors and other archi tectural treatments to add visual interest. Exterior materials should include stucco, plaster, glass, stone, brick, or decorative masonry.

G. The use of compatible colors in a single facade or
composition is required. Compatible colors add interest and variety while reducing building scale and breaking up plain walls.

H. A color palette should be used on business park buildings to help reduce their perceived size. Contrasting trim and color bands that help break up the vertical monotony of ﬂat walls are encouraged.

I. Brightly colored and highly reﬂective roof surfaces, including unpainted galvanized metal rooﬁng and
illuminated rooﬁng, are prohibited.

Roof elements can define a building entry
Colors can help de-emphasize large buildings

NPMP APRIL 2023 DRAFT
North Pyrite Master Plan 04-10-23 Draft City of Jurupa Valley

21 Parking and Circulation
A. A fundamental development objective for all sites is the safe and efficient movement of vehicles and pedestrians with the least amount of impact to the surrounding properties.

B. Sufficient paved, off-street parking shall be provided onsite with assigned spaces that are compliant with the ADA. No required parking shall be permitted on any public street or access road or at any place other than the paved parking spaces provided. Eac h owner shall be responsible for
compliance with this requirement by its tenants, employees, and visitors.

C. Parking shall be designed to minimize conflicts between automobiles and pedestrians and create a clearly organized system of entrances, driveways, and parking lots, while still providing adequate and convenient parking spaces.

D. Vehicular access to any site shall be designed to encourage an efficient, smooth flow of traffic in relationship to other driveways, street curvature, site distances , median cuts, and other common traffic engineering criteria. Paved areas and curb cuts should be minimized.

E. Parking lots and driveways shall be designed for sufficient movement to avoid conflict with vehicular traffic in the street.

F. “Gated parking” is discouraged but if required shall be designed to prevent traffic queuing onto a public street.

G. Access for each site shall be determined in concert with the business park’s overall traffic circulation, capacity needs, and requirements. Full move ment access points on arterial streets shall be located a minimum of 800 feet from a signalized intersection.

H. Pedestrian circulation should be physically separated from vehicular circulation as much as possible to reduce traffic hazards and make the pedestrian system safer, more efficient, and visually attractive.

I. Intersections where pedestrian routes cross vehicular traffic are critical areas and should be clearly marked for visual identification by both motorists and pedestrians.

J. Adjacent properties should be adequately screened from the parking structures and lots.

K. The design of surface parking lot lighting fixtures shall be compatible with the architecture used in the development and not be on poles over 25 feet high.

L. In public parking lots, a higher foot-candle level should be provided at vehicle driveways, entry throats, pedestrian paths, plaza areas, and other activity areas.

M. Parking and security lights will not be obtrusive to neighboring residential properties.

N. The internal circulation shall not conflict with the main access and exit aisle.

O. Center swales in parking lots are discouraged.

P. At least one sidewalk connection between the building and the perimeter street is required.

Large parking areas shall have sidewalk connections to the building entries or ground plaza areas.

Q. Commuter bicycle accessibility to and within the commerce and industrial park is encouraged.

Bicycle storage facilities should be provided.

R. Parking structures should be designed as integral components of the overall design of the specific project with related materials and forms incorporated in both the parking structure and the buildings served.

An example of a parking lot design that
promotes ease of movement

NPMP APRIL 2023 DRAFT
North Pyrite Master Plan 04-10-23 Draft City of Jurupa Valley

22 Loading Facilities

Location
A. Loading and service dock areas shall be located to the rear or sides of a building, away from the main building entrance, or related high visibility areas.

B. Service, loading, emergency generator, and outside trash areas should be enclosed within or integrated into the building structure.

C. Loading areas shall be designed to accommodate backing and maneuvering onsite, not from a public street, and when occupied shall not prohibit onsite vehicular circulation.

D. The method of screening should be architecturally integrated with the adjacent building in terms of materials, colors, shape, and proportion.

Screening

A. Where screening is required by applicable development regulations, a combination of elements should be used
including low solid decorative masonry walls, berms, and landscaping.

B. Chain link other similar fencing, such as welded wire, woven wire, barbed wire, and electric fencing , are
prohibited if visible from a public or private street or from any public property. Wrought iron or tubular steel
fencing is permitted in such areas.

C. External facilities and equipment must be enclosed and screened with landscaping to minimize adverse views
from adjoining streets, buildings, or open space.

Walls and landscaping provide
screening of loading areas
Using similar materials for screening elements lends overall cohesiveness

NPMP APRIL 2023 DRAFT
North Pyrite Master Plan 04-10-23 Draft City of Jurupa Valley

23 Landscaping

A. Landscaping should be in scale with adjacent
buildings and be of an appropriate size at
maturity to accomplish its intended purpose.

B. Elements such as trellises, arcades, terraces,
and patios should be utilized to provide
transitional spaces between the interior and
exterior of buildings. These elements should
utilize colors and materials that unify
architectural themes.

C. Landscaping should be used to define areas
such as entrances to buildings and parking lots, provide transition between neighboring properties (buffering), and provide screening for outdoor storage, loading and equipment areas. Up-lighting of trees in primary entry landscaping is encouraged.

D. All metal planters or accessory features shall be powder-coated galvanized metal.

E. Landscaping around the entire base of the building softens the edge between the parking lot and building and is encouraged.

F. Pedestrian areas shall be identified and accentuated by incorporating distinct paving materi- als, canopied trees, and extensive groundcover plantings.

G. A 6-foot or larger landscape strip should be provided between parking areas and the offi ce (front) portion of a structure, including a 6” curb. The use of drought -tolerant trees, shrubs, and groundcovers is encouraged.

H. A minimum of 50% of the landscaped area should have shade coverage at tree maturity.

Maintenance trimming must comply with these requirements.

I. Landscaping within courtyards and patios should include a balance of hardscape and softscape materials.

J. A minimum 24” box tree shall be planted throughout,
to establish a mature look at initial planting, except at entries and accent points where a minimum 48” box
tree shall be used.

K. Trees in paved areas should be provided with “deep
root” barriers, deep root automatic irrigation, and
expandable metal tree grates of adequate size. Root
barriers shall be of a material specifically designed for containing tree roots. Irrigation shall be adapted for
deep watering.

L. Use of landscape elements adjacent to walls is
encouraged in commerce and industrial park areas to
reduce their visual impact and opportunities for graffiti.

M. Landscaping should be protected from vehicular
encroachment by raised planting surfaces or the use
of curbs.

N. Parking areas should be well-lit and well-
landscaped to create the appearance of “cars in a forest” rather than trees in a parking lot.

Landscaping can highlight building entries
Figure 4.7.2 Types of transitional
spaces

NPMP APRIL 2023 DRAFT
North Pyrite Master Plan 04-10-23 Draft City of Jurupa Valley

24 O. Landscaped areas should provide sufficient clearance to fire protection features (i.e. connections, hydrants, and backflow preventers). In hydrant locations, the canopy height of trees should be a minimum 6 feet and the clearance radius around the hydrant should be a minimum of 3 feet. New planting around fire hydrants shall provide a minimum of seven feet clearance to allow for plant growth.

P. Continuous planting strips should be provided between every other row of parking. The strip should be a minimum of 5’ wide not including a 6” high curb with a 12” wide concrete strip on both sides (8’ gross width).

Lighting
The primary consideration of project lighting is to provide a safe, functional, and aesthetically pleasing lighting system throughout the commerce and industrial park to reinforce its distinctive and high-quality design.

A. The visual impact and amount of spillover should be minimized for surrounding uses. High -mounted, widely
spaced pole fixtures that illuminate large areas from a single source are prohibited.

B. Surface parking areas adjacent to primary circulation corridors shall be screened and/or buffered with a
combination of landscape planting, berms, and fencing.

C. Lighting fixture placement should provide the appropriate illumination for outdoor areas such as parking, shipping and receiving, pedestrian walkways, and work areas.

D. If commerce and industrial park activities and operations occur during the night, low-level lighting versus high mast lighting should be provided at driveway entrances.

E. Light spread should be confined to site boundaries.

F. Up-lighting of buildings and entry trees is encourage d instead of high mast, wide spread lighting.

Proper use of landscaping as screening provides a
pleasant street front

Figure 4.8.2 Pathways should be well lit to
designate safe passage at building entries

Lighting is important for the safety and comfort of drivers and pedestrians

ATTACHMENT 2
Proposed Image Zone and Industrial Park Zone
Land Uses
Image Zone

Purpose and intent.

The "Image Zone," is designed to capitalize on its strategic location and foster economic diversity. Situated along a high -traffic freeway, the Image Zone offers businesses the opportunity to benefit from excellent exposure and the convenience of a fully developed interchange at Pyrite Street. By introducing unique land uses not found elsewhere in the community, the zone aims to enhance the city's economy and make a bold statement about its status as a premier destination. Uses supported in the image zone include adult educational facilities, artisan crafts, business services, supporting commercial businesses, commerce centers, government facilities, green technology companies, light manufacturing, professional offices, showrooms, and technology parks.

In addition, the Image Zone actively encourages the establishment of incubators and accelerator businesses. These organizations play a crucial role in nurturing, supporting, and propelling innovative ventures forward. By providing a conducive environment f or growth and collaboration, the zone fosters the development of cutting -edge businesses that contribute to the city's reputation as a hub of innovation and progress and a prestigious commerce center for the City.

Uses permitted with the approval of a Site Development Permit. 1) Adult Educational and Training Facilities: Includes institutions or centers focused on providing vocational training, professional development courses, workshops, and seminars.
2) Artisan crafts –handmade: Handmade sector that produces art and craftwork. It encompasses a wide range of artistic disciplines, including drawing and painting, art prints, stained glass, glass blowing, jewelry making, sculpture, glass blowing and ceramic art.
3) Business Sales and Services: Encompasses a wide range of businesses that provide services or products to other businesses. It may include marketing agencies, advertising firms, consulting firms, software development companies, business support services, and professional training organizations. 4) Business-Supporting Commercial Uses: Encompasses businesses that provide goods or services essential to support other businesses. Examples include office supply stores, IT services, graphic design and printing services, restaurants and food establishments, catering services, facilities management, and telecommunications infrastructure providers.
5) Commerce Center Enterprises: Encompasses commercial activities related to trade, commerce, and retail. It may involve shops, showrooms, retail outlets, and similar enterprises that facilitate the buying and selling of goods and services. 6) Government Facilities and Public Utilities – Encompasses essential infrastructures and services managed and operated by the government or utility company to meet the needs of the public. These include facilities, activities and systems such as administrative buildings, public transportation networks, water treatment and distribution systems, substations, monitoring wells, groundwater remediation sewage systems, electricity grids, and telecommunication networks. 7) Green Technology and Renewable Energy Companies: Encompasses businesses that focus on developing and implementing environmentally friendly technologies, renewable energy solutions, and sustainable practices. This can include research and development and light manufacturing (see light manufacturing and assembly under Uses permitted with the approval of a Conditional Use Permit) scale companies involved in solar energy, wind power, bioenergy, energy storage, electric vehicle charging infrastructure, energy -efficient building design, green construction materials, and waste management technologies. 8) Professional Offices: This refers to office spaces occupied by various professionals, such as lawyers, accountants, architects, engineers, designers, consultants, financial advisors, and other service-oriented professionals. 9) Showrooms and Exhibition Spaces: These are spaces where businesses can showcase their products, services, and innovations to potential customers, partners, and investors. Showrooms and exhibition spaces facilitate demonstrations, product launches, industry events, and networking opportunities. 10) Technology and Innovation Parks: These are dedicated areas that promote technological innovation, research collaboration, and the growth of high -tech industries. They typically provide a supportive environment for startups, technology companies, research institutions, and related enterprises.

Uses permitted with the approval of a Conditional Use Permit. 1) Light Manufacturing and Assembly: Businesses engaged in small -scale manufacturing or assembly operations, such as electronics assembly, prototyping, 3D printing, or specialized manufacturing processes that require a controlled environment. Small -scale ligh t manufacturing refers to businesses that operate indoors, on a smaller production scale, occupy smaller physical spaces, employ a smaller workforce, and may specialize in niche products or processes.

Industrial Park Zone
Purpose and intent.

The vision for the Industrial Park Zone remains similar to the previous vision to create a dynamic cluster of industrial buildings designed to accommodate diverse manufacturing, fabrication, and assembly activities. The range of building sizes, from 50,000 to 350,000 square feet, ensures flexibility and suitability for different industries. Emphasizing sustainable practices, the Industrial Park Zone encourages businesses focused on environmental consulting, green technology development, and renewable energy solutions. The architectural design, site planning, and landscaping aim to create an inviting campus or business/industrial park -like setting, promoting a collaborative and productive environment. With a focus on automotive, aerospace, biotechnology, clean transportation, electronics, renewable energy, and other cutting -edge sectors, these businesses contribute to economic growth, drive innovation, enhance healthcare, protect the environment, and push the boundaries of technology. The Industrial Park Zone is intended to serve as a catalyst for the City's development and prosperity.

Uses permitted with the approval of a Site Development Permit. 1) Automotive Industry: Facilities related to automotive manufacturing, such as automotive assembly plants, and component manufacturing. 2) Aerospace and Defense: Facilities dedicated to the design, manufacturing, and maintenance of aerospace components, aircraft, defense systems, and related equipment.
3) Biotechnology and Life Sciences: Companies focused on biotechnology research, development, and manufacturing of pharmaceuticals, medical devices, diagnostics, and biotech products.
4) Clean Transportation and Mobility: Companies involved in electric vehicle manufacturing, charging infrastructure development, shared mobility services, smart transportation systems, and other initiatives that promote sustainable and low-carbon transportation options.
5) Electronics and Technology: Businesses engaged in the manufacturing, assembly, and distribution of electronic components, consumer electronics, telecommunications equipment, solar and other technology products. 6) Energy and Utilities: Businesses involved in energy production, utilities, and infrastructure development, including power plants, renewable energy facilities, water treatment plants, and utility maintenance services. 7) Environmental Monitoring and Sensing Technologies: Businesses that develop and deploy monitoring systems, sensors, and data analytics solutions to measure and analyze environmental parameters, including air quality, water quality, noise levels, and ecological indicators.
8) Fabrication and Assembly: Businesses involved in the fabrication and assembly of products or components, which may include metalworking, woodworking, and similar processes. Plastic molding is allowed with a Conditional Use permit. 9) Food Processing: Facilities dedicated to processing and packaging food products, including food manufacturing plants, beverage production facilities, and food storage and cold storage warehouses. Furniture and Fixtures: Manufacturers and distributors of furniture, fixtures, and fittings.
10) Government Facilities and Public Utilities – essential infrastructures and services managed and operated by the government or utility company to meet the needs of the public. These include facilities, activities and systems such as administrative buildings, public transportation networks, water treatment and distribution systems, substations, monitoring wells, groundwater remediation sewage systems, electricity grids, and telecommunication networks. 11) Green Building and Energy-Efficient Construction: Businesses specialize in sustainable building design, energy-efficient materials, and integrating renewable energy systems into structures. They promote eco-friendly practices, minimize energy consumption, and reduce environmental impact. Services include green building design, sourcing sustainable materials, sustainable architecture, integrating renewable energy, and conducting energy audits. Their aim is to create environmentally responsible and resource-efficient buildings. 12) Industrial Automation and Robotics: Companies developing, manufacturing, and integrating automation systems, robotics, and machinery for industrial applications.
13) Industrial Equipment and Machinery: Companies involved in the manufacturing, sale, and distribution of industrial equipment, machinery, and tools used in various industries.
14) Industrial Services: Companies providing specialized services to support off -site industrial operations, such as equipment maintenance and repair, industrial cleaning, waste management, and industrial engineering services. Excludes portable toilets.
15) Manufacturing Facilities: Industrial buildings and spaces designed for the production of goods, including factories, plants, and assembly lines. Examples include the manufacturing of textiles, appliances, electronics, furniture, pharmaceuticals and other products. Plastic manufacturing requires approval of a Conditional Use Permit.
16) Metalworking and Machinery: Companies involved in metal fabrication, machining, tool and die making, metalworking equipment manufacturing, and industrial machinery production.
17) Packaging and Printing: Businesses specializing in packaging design, printing, labeling, and related services for various industries, including food and beverage, consumer goods, and pharmaceuticals.
18) Renewable Energy: Companies engaged in the development, production, installation, and operation of renewable energy systems, including hydrogen, solar power, wind energy, and biomass.
19) Research and Development: Spaces for conducting research, testing, and development activities, particularly in industries such as technology, engineering, and pharmaceuticals. Technology and Innovation: Businesses focused on technological advancements, innovation, and product development, including tech startups, research labs, and innovation centers.
20) Research and Testing Laboratories: Facilities dedicated to scientific research, testing, and analysis across various industries, including pharmaceuticals, materials science, environmental research, and product testing. Both zones 21) Security and Safety Systems: Businesses specializing in industrial security, surveillance systems, safety equipment manufacturing, and occupational health and safety consulting.
22) Textile and Apparel: Facilities engaged in textile manufacturing, garment production, fashion design, and apparel distribution.
23) Water and Air Purification: Companies that develop and implement technologies for water treatment, wastewater management, air purification, and pollution control to improve the quality of water and air resources.

Uses permitted with the approval of a Conditional Permit. 1) Chemical Manufacturing: Facilities involved in the production and processing of chemicals, including pharmaceuticals, specialty chemicals, and industrial chemicals.
2) Construction and Building Materials: Companies engaged in the production of construction materials, such as concrete, steel, lumber, and building supplies. 3) Fabrication and Assembly: Businesses involved in the fabrication and assembly of products or components, which include plastic molding.
4) Mining – Mining operation that is subject to the California Surface Mining and Reclamation Act of 1975 (Pub. Resources Code Section 2710 et seq.) provided a valid surface mining permit has been granted pursuant to Chapter 5.65. 5) Plastics and Rubber: Companies involved in the production, processing, and distribution of plastic and rubber materials, including plastic injection molding, extrusion, and rubber product manufacturing.
6) Warehousing and Distribution - Facilities dedicated to the storage, inventory management, and distribution of goods, including distribution centers, logistics companies, and fulfillment centers. In addition to a conditional use permit approval of a General Plan amendment to establish General Plan Warehouse and Distribution Center Overlay is required . Refer to the General Plan Warehouse and Distribution Center Overlay.
7) Any of the listed uses permitted with a Si te Development Permit with bui ldings larger than 150,000 square feet.

AGENDA ITEM NO. 12.A
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MINUTES

OF THE REGULAR MEETING

OF THE JURUPA VALLEY CITY COUNCIL
September 7, 2023

1. 7:00 PM - CALL TO ORDER AND ROLL CALL FOR REGULAR MEETING ● Chris Barajas, Mayor
● Guillermo Silva, Mayor Pro Tem
● Leslie Altamirano, Council Member
● Brian Berkson, Council Member
● Armando Carmona, Council Member
Mayor Chris Barajas called the regular meeting to order at 7:01 p.m. Council Member Leslie Altamirano was absent.

An announcement was made that Spanish translation services are available for tonight’s meeting.

2. INVOCATION was given by Jeremy Williams, Grace Fellowship Church.

3. PLEDGE OF ALLEGIANCE was given by Mayor Chris Barajas.

4. APPROVAL OF AGENDA
A motion was made by Mayor Pro Tem Guillermo Silva , seconded by Council Member Brian Berkson, to approve the Agenda.

Ayes: C. Barajas, B. Berkson, A. Carmona, G. Silva
Noes: None

Absent: L. Altamirano

5. PRESENTATIONS
A. RIVERSIDE COUNTY DEPARTMENT OF ANIMAL SERVICES -
INTRODUCTION OF “PET OF THE MONTH”
The City’s Pet of the Month for September, a 1-½ year old male husky named “Bear” was introduced to the Council. Anyone interested in giving this available pet a home is invited to contact the City’s Animal Control Services Department at https://www.rcdas.org.

B. PROCLAMATION CELEBRATING CONSTITUTION WEEK
Judy Dillard, representing the Aurantia Chapter of the Daughters of the American Revolution shared the work that the Riverside Chapter of DARS does to educate local school students about the Constitution. She shared the winning student poster

RETURN TO AGENDA

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that depicts the signing of the Constitution for display at City Hall. She presented a Certificate of Appreciation to the City Council for recognizing Constitution Week every year for the past 11 years.

C. PROCLAMATION FOR NATIONAL LATINO/A PHYSICIAN DAY

Mayor Chris Barajas presented a Proclamation to Dr. V eronica Contreras, acknowledging National Latino/a Physician Day on October 1, 2023. Dr. Contreras thanked the City Council for their recognition and for helping to bring awareness to this important issue.

6. PUBLIC APPEARANCE/COMMENTS
Tom Elder commented on the following issues: 1) he is not pleased with the con struction timeline of the Van Buren Grade Separation project; 2) he is concerned about all the high density housing; 3) there are numerous food vendors setting up throughout the city and it seems that Code Enforcement is not addressing this issue; 4) the homelessness issue is getting out of hand. He thanked the City Council for cleaning up the graffiti around the city.

7. INTRODUCTIONS, ACKNOWLEDGEMENTS, COUNCIL COMMENTS AND

ANNOUNCEMENTS

8. CITY COUNCIL MEMBER ORAL/WRITTEN REPORTS REGARDING

REGIONAL BOARDS AND COMMISSIONS

A. COUNCIL MEMBER BRIAN BERKSON

1. Council Member Brian Berkson gave an update on the Riverside Transit Agency Board of Directors meeting of August 24, 2023.

2. Council Member Brian Berkson gave an update on the Riverside County Transportation Commission – Western Riverside County Programs and Projects Committee meeting of August 28, 2023.

3. Council Member Brian Berkson gave an update on the Southern California Association of Governments Joint meeting of the Policy Committees (CEHD, EEC and TC) of September 7, 2023.

9. CITY MANAGER’S UPDATE

Michael Flad, Assistant City Manager reported that Mr. Butler is recovering from a significant surgery. He is doing well but he could not be here tonight. Mr. Flad welcomed the attendees. He provided guidance to members of the audience on how they can participate in tonight’s meeting.

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10. APPROVAL OF MINUTES

A. AUGUST 17, 2023 REGULAR MEETING
A motion was made by Mayor Pro Tem Guillermo Silva, seconded by Council Member Armando Carmona, to approve the Minutes of the August 17, 2023 regular meeting.

Ayes: C. Barajas, B. Berkson, A. Carmona, G. Silva
Noes: None

Absent: L. Altamirano

11. CONSENT CALENDAR
A. COUNCIL APPROVAL OF A MOTION TO WAIVE THE READING OF

THE TITLE AND TEXT OF ALL ORDINANCES AND RESOLUTIONS

INCLUDED IN THE AGENDA
Requested Action: That the City Council waive the reading of the title and text of all ordinances and resolutions included in the age nda. In accordance with Government Code Section 34934, the title of each ordinance is included on the published agenda and a copy of the full ordinance has been available to the public online on the City’s website and will be available in print at the meeting prior to the introduction or passage of the ordinance.

B. CONSIDERATION OF CHECK REGISTER IN THE AMOUNT OF
$6,466,665.93

Requested Action: That the City Council ratify the check registers dated July 27 and August 2, 10, 17 and 24, 2023 as well as the payroll registers dated July 21, 31 and August 4, and 18, 2023.

C. CONSIDERATION OF A RESOLUTION REQUESTING THE STATE OF

CALIFORNIA EXTEND TH E RIVERSIDE COUNTY A BANDONED

VEHICLE ABATEMENT PROGRAM

Requested Action: That the City Council adopt Resolution No. 2023-76, entitled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF JURUPA

VALLEY, CALIFORNIA, AUTHORIZING THE EXTENSION OF THE

SERVICE FEE COLLECTED ON BEHALF OF THE RIVERSIDE

COUNTY ABANDONED VEHICLE ABATEMENT SERVICE
AUTHORITY UNTIL MAY 2034

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D. APPROVAL OF THE FIRST AMENDMENT TO THE SPECIAL

DISTRICT LANDSCAPING SERVICES AGREEMENT BETWEEN THE

CITY OF JURUPA VALLEY AND MCE CORPORATION

1. Requested Action: That the City Council Approve the First Amendment to the Agreement for Special District Landscaping Services between the City of Jurupa Valley and MCE Corporation and authorize the City Manager to execute the Agreement in substantially the form and format attached to the staff report as approved by the City Attorney.

2. That the City Council authorize total additional expenditures to MCE Corporation in an amount not to exceed $723,103.92.

E. ACCEPTANCE OF SB 821 BICYCLE AND PEDESTRIAN FACILITIES

PROGRAM FUNDING FOR THE PACIFIC AVENUE PEDESTRIAN AND
BICYCLE IMPROVEMENTS PROJECT (42 nd STREET TO LIMONITE

AVENUE)

1. Requested Action: That the City Council accept $690,120 in Senate Bill 821, Bicycle and Pedestrian Facilities Program, funding for The Pacific Avenue Transportation Project, Capital Improvement Program (“CIP”) Project #23115; and

2. Authorize the City Manager to execute Agreement No 24 -62-016-00 with the Riverside County Transportation Commission in substantially the form and format attached to the staff report as in such final form as approved by the City Attorney.

F. FIRST AMENDMENT TO THE AGR EEMENT FOR CONSTRUCT ION

MANAGEMENT SERVICES BETWEEN THE CITY OF JURUPA VALLEY
AND KOA CORPORATION FOR SUNNYSLOPE AREA SR2S SIDEWALK
GAP CLOSURE, CIP #19107
Requested Action: That the City Council approve the F irst Amendment for Construction Management Services between the City of Jurupa Valley and KOA Corporation for Sunnyslope Area SR2S Sidewalk Gap Closure, CIP #19107 and authorize the City Manager to execute the Amendment in substantially the form attached to the staff report and in such final form as approved by the City Attorney.

G. ACCEPTANCE OF OFFERS OF DEDICATION AND SIDEWALK

EASEMENT SOUTHWEST OF THE LIMONITE AVENUE AND COREY
STREET INTERSECTION (FIRE MOUNTAIN HOLDINGS, LLC, APNS:
163-021-033, 163-021-037, & 163-021-038)

1. Recommended Action: That the City Council accept the offer of dedication of an easement for public road and drainage purposes, adjacent to existing Limonite Avenue public right of way as described in DED22-008.

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2. Authorize the Director of Public Works and C ity Clerk to sign the Acceptance of Dedication DED22-008.

3. Accept the offer of dedication of an easement for public road and drainage purposes, adjacent to existing Corey Street public right-of-way as described in DED22-009.

4. Authorize the Director of Public Works and City Clerk to sign the Acceptance of Dedication for DED22-009.

5. Accept the offer of dedication of an easement for sidewalk purposes, alongside Corey Street as described in sidewalk easement DED23-001;

6. Authorize the Director of Public Works and Ci ty Clerk to sign the Acceptance of Dedication for DED23-001.

A motion was made by Mayor Pro Tem Guillermo Silva , seconded by Council Member Armando Carmona , to approve the Consent Calendar.

Ayes: C. Barajas, B. Berkson, A. Carmona, G. Silva
Noes: None

Absent: L. Altamirano

12. CONSIDERATION OF ANY ITEMS REMOVED FROM THE CONSENT

CALENDAR

13. PUBLIC HEARINGS
A. PUBLIC HEARING TO CONSIDER MASTER APPLICATION (MA) NO.

MA21269 (GPA21010, SP21001, DA21001, & TTM38318); PROJECT:

CERTIFYING AN ENVIRONMENTAL IMPACT REPORT, MAKING

FINDINGS, ADOPTING A STATEMENT OF OVERRIDING

CONSIDERATIONS AND ADOPTING A MITIGATION MONITO RING
AND REPORTING PROGRAM FOR “THE DISTRICT AT JURUPA
VALLEY SPECIFIC PLAN” THAT WOULD PERMIT DEVELOPMENT
OF UP TO 1,192 NEW RESIDENTIAL UNITS; APPROXIMATELY 3

MILLION SQUARE FEET OF COMMERCIAL AND INDUSTRIAL LAND
USES (INCLUDING WAREHOUSE AND DISTRIBUTI ON USES); A
HOTEL WITH UP TO 160 ROOMS; AND APPROXIMATELY 11 ACRES
OF PARKS AND OPEN SPACE ON AN APPROXIMATELY 248.3 -ACRE PROJECT SITE GENERALLY BOUNDED BY SR-60 TO THE NORTH, THE SANTA ANA RIVER TO THE EAST, 34TH STREET TO THE SOUTH, AND RUBIDOUX BOULEV ARD TO THE WEST ; (APPLICANT: EM

RANCH OWNER, LLC)
Joe Perez, Community Development Director, outlined the public hearing procedure for this item. He introduced members of the team who will be providing tonight’s presentation.

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Thomas Gorham, Principal Planner, presented the staff report. He reported that the proposed project location is in the eastern part of the city, adjacent to the Santa Ana River and State Route 60. The site is currently vacant and encompasses 248.3 acres.

Mr. Gorham summarized th e project and the entitlements that will be required , which includes establishing the Agua Mansa Warehouse and Distribution Center Overlay, a Specific Plan, a Tentative Tract Map, and a Development Agreement that establishes a mechanism for construction of infrastructure and other public improvements and sets required community benefits that the developer will provide. Mr. Gorham reviewed the Environmental Impact Report and the significant and unavoidable impacts that the project will create.

Joe Perez, Community Development Director, provided additional information on the proposed Development Agreement, noting that the estimated total community benefit amount, based on a 20 -year projection is $18,524,672. Mr. Perez summarized the project and outlined some of the beneficial aspects of the project.

Further discussion followed.

Ernie Perea discussed the air quality standards that relate to motor vehicle emissions.

Brent McManigal, Attorney representing the applicant, gave a PowerPoint presentation highlighting the project objectives, which is to approve a multi -use transformative project that includes residential, industrial, commercial, park, open- space trails, and significant infrastructure. He highlighted the proposed traffic circulation improvements and discussed the truck route enforcement measures that will prohibit trucks from entering any residential area. He gave an overview of the EIR and health risk assessment, the new housing and public parks, the commercial and industrial aspects of the project , and the new standards that will mitigate the warehouse impacts. He concluded by providing the fiscal and community benefits of the proposed project.

Mauricio Oberfeld, developer, discussed the history of the project and his positive feelings for the commun ity. He noted that this property has been neglected for many years and if approved, will bring new opportunities to the Rubidoux area. He outlined how the project includes unprecedented mitigation measures for the proposed warehouse.

Mayor Chris Barajas opened the public hearing. He announced that the City has received as of 5:00 p .m. today, 373 letters in support and 23 letters in opposition.

A petition in support was also submitted with approximately 200 signatures.

The following speakers spoke in support of the proposed project:

Dr. Veronica Contreras
Juan Serrato

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Robert Garcia
Alejandro Dondargo
Robert “Mad Dog” Lugan
Chris Espinoza
Mirna Torres
Patricia Vargas
Jesse Marquez
Anthony Dudley
David Sandoval
Robert Ramos
David Sandoval
Vividiana Barreras
Ron Gibson
Roy Bennett
LaVette Gibson
Mario Gamboa
Omar Cobian
Salvador Amezquita
Julio Flores
Stacey Aldstadt
Scott McAdam
Amy Smith
Masaki Mendoza
Gladys Salcedo
Victor Beecham
Jason Geiger
Rudy Sandoval
Eddie Sandoval
John Sisley
Louie Lopez
Carlos Jacobi
Pamela Blynn
Robin Kilcoyne
Jose Garcia
Ronnie Romo
Denise Flores
Manny Flores
Jayson Baiz
Jerry Mercado

The following speakers spoke in opposition to the proposed project:

Analie Soria
Gary Conner
Anthony Kelly, Jr.

Betty Anderson

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Raymond Buford
Memo Reyes
Juanita Sandoval
Joaquin Castillejos
Nayellie Diaz
Denise Hernandez

Following public comments, Brent McManigal, Attorney representing the applicant, stated that he appreciates the overwhelming public support of this project. He clarified that the proposed truck routes have been designed to avoid residential neighborhoods and have been designed to go through existing industrial zoned properties. He stated that the developer will replace a blighted piece of property with a balance d development that will bring parks, new homes, infrastructure and jobs.

Mauricio Oberfeld, developer, provided closing comments. He thanked the Council for their consideration and spoke in support of the project.

There being no further comments, the public hearing was closed.

Armando Carmona thanked everyone for their comments. He agrees that development is sorely needed in this particular area ; however, he is tired of subjecting the most impoverished area to the biggest health implications in exchange for the idea of economic growth.

Mayor Pro Tem Guillermo Silva thanked the developer for listening to residents and meeting with members of the community.

Council Member Brian Berkson stated that the main commercial tenant that is proposed for this project is “transformational” to the entire area. He stated that should the developer not secure this tenant, that it will come at a very heavy price as the developer has agreed to pay a $5 million community benefit. The offset to the warehouse negative is that $1.5 million will be set aside to build a homeless shelter, there will be additional funds set aside for supportive housing and the Rubidoux community will be transformed with hotels, parks, and new commercial and retail.

Mayor Chris Barajas thanked everyone for their comments and input on this project.

He asked the developer if he would commit to air filters for all residents on Hall Avenue. He thanked the leadership at CCAEJ for working with the developer to protect the renters who were going to be displaced, noting that this matter has now been resolved. He referred to a public comment regarding his previous denial of this project and noted the reasons why he voted against it. He outlined the millions of dollars in community benefits that this project will provide.

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A motion was made by Mayor Pro Tem Guillermo Silva, seconded by Council Member Brian Berkson, to adopt Resolution No. 2023-77, entitled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF JURUPA

VALLEY CERTIFYING AN ENVIRONMENTAL IMPACT REPORT AND

ADOPTING FINDINGS, A STATEMENT OF OVERRIDING

CONSIDERATIONS, AND MITIGATION MONITORING AND

REPORTING PROGRAM FOR THE DISTRICT AT JURUPA VALLEY
PROJECT TO ALLOW FOR THE DEVELOPMENT OF UP TO 1,192 NEW RESIDENTIAL UNITS; APPROXIMATELY 3 MILLION SQUARE FEET

OF COMMERCIAL AND INDUSTRIAL LAND USES (INCLUDING
WAREHOUSE AND LOGISTIC USES); A HOTEL WITH CONFERENCE
AND HOSPITALITY AREA; AND APPROXIMATELY 11 ACRES OF
PARKS AND OPEN SPACE ON AN APPROXIMATELY 248.3 -ACRE
PROJECT SITE GENERALLY BOUNDED BY SR -60 TO THE NORTH,
THE SANTA ANA RIVER TO THE EAST, 34TH STREET TO THE

SOUTH, AND RUBIDOUX BOULEVARD TO THE WEST
Ayes: C. Barajas, B. Berkson, G. Silva
Noes: A. Carmona

Absent: L. Altamirano
A motion was made by Mayor Pro Tem Guillermo Silva, seconded by Council Member Brian Berkson, to adopt Resolution No. 2023-78, entitled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF JURUPA
VALLEY APPROVING GENERAL PLAN AMENDMENT NO. 21010,
SPECIFIC PLAN (SP21001), AND TENTATIVE TRACT MAP NO. 38318 TO ALLOW FOR THE DEVELOPMENT OF UP TO 1,192 NEW
RESIDENTIAL UNITS; APPROXIMATELY 3 MILLION SQUARE FEET

OF COMMERCIAL AND INDUSTRIAL LAND USES (INCLUDING
WAREHOUSE AND LOGISTIC USES); A HOTEL WITH CONFERENCE
AND HOSPITALITY AREA; AND APP ROXIMATELY 11 ACRES OF
PARKS AND OPEN SPACE ON AN APPROXIMATELY 248.3 -ACRE
PROJECT SITE GENERALLY BOUNDED BY SR -60 TO THE NORTH,
THE SANTA ANA RIVER TO THE EAST, 34TH STREET TO THE

SOUTH, AND RUBIDOUX BOULEVARD TO THE WEST (THE DISTRICT

AT JURUPA VALLEY)
Ayes: C. Barajas, B. Berkson, G. Silva
Noes: A. Carmona

Absent: L. Altamirano
A motion was made by Mayor Pro Tem Guillermo Silva, seconded by Mayor Chris Barajas , to approve Development Agreement No. 21001, including permanent supportive housing contribution, light industrial special assessment and the special retail guarantee; i nitiate code amendments to

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accommodate new truck routes and to allow for additional signs in the Billboard Overlay Zone; and conduct a first reading and introduce Ordinance No. 2023-14, entitled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF JURUPA
VALLEY APPROVING DEVELOPMENT AGREEMENT NO. 21010

BETWEEN THE CITY OF JURUPA VALLEY AND EM RANCH OWNER,

LLC, FOR THE DISTRICT AT JURUPA VALLEY PROJECT ON AN
APPROXIMATELY 248.3 -ACRE PROJECT SITE GENERALLY
BOUNDED BY SR-60 TO THE NORTH, THE SANTA ANA RIVER TO THE EAST, 34TH STREET TO THE SOUTH, AND RUBIDOUX BOULEVARD

TO THE WEST
Ayes: C. Barajas, B. Berkson, G. Silva
Noes: A. Carmona

Absent: L. Altamirano

14. COUNCIL BUSINESS

15. CITY COUNCIL REQUESTS FOR FUTURE AGENDA ITEMS
There were no requests for future Agenda items.

16. CITY ATTORNEY’S REPORT
City Attorney Peter Thorson had no report.

17. COUNCIL MEMBER REPORTS AND COMMENTS
There were no additional Council comments.

18. ADJOURNMENT
There being no further business before the City Council, Mayor Chris Barajas adjourned the meeting at 12:43 a.m.

The next meeting of the Jurupa Valley City Council will be held September 21, 2023 at 7:00 p.m. at the City Council Chamber, 8930 Limonite Avenue, Jurupa Valley, CA 92509.

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Respectfully submitted,

____________________________
Victoria Wasko, CMC
City Clerk

Page | 1
120

STAFF REPORT
DATE: SEPTEMBER 21, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: ROD BUTLER, CITY MANAGER
SUBJECT: AGENDA ITEM NO. 13.B

ADOPTION OF ORDINANCE APPROVING DEVELOPMENT

AGREEMENT FOR DISTRICT AT JURUPA VALLEY PROJECT

RECOMMENDATION
1) That the City Council conduct a second reading and adopt Ordinance No. 2023- 14 entitled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF JURUPA VALLEY, CALIFORNIA, APPROVING DEVELOPMENT AGREEMENT NO. 21010

BETWEEN THE CITY OF JURUPA VALLEY AND EM RANCH OWNER, LLC,

FOR THE DISTRICT AT JURUPA VALLEY PROJECT ON AN
APPROXIMATELY 248.3-ACRE PROJECT SITE GENERALLY BOUNDED BY SR-60 TO THE NORTH, THE SANTA ANA RIVER TO THE EAST, 34TH STREET

TO THE SOUTH, AND RUBIDOUX BOULEVARD TO THE WEST

ANALYSIS
Following the Public Hearing on September 7, 2023, the City Council adopted Resolution No. 2023 -77 certifying an Environmental Impact Report and Adopting Findings, a Statement Of Overriding Considerations, and Mitigation Monitoring and Reporting Program for The District At Jurupa Valley Project and Resolution No. 2023-78 approving General Plan Amendment No. 21010, Specific Plan (SP21001), and Tentative Tract Map No. 38318 for The District At Jurupa Valley Project.

The City Council also considered the Development Agreement for the Project including three additional terms recommended by Staff and approved by the Developer: 1) Security for Special Store (Section 4.11); 2); Permanent Supportive Housing Contribution (Section 5.6.12); and 3) General Fund Special Assessment (Section 5.6.13). Following Council discussion, the Council introduced Ordinance No. 2023 -14 approving the Development Agreement with these recommendations included.

RETURN TO AGENDA

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12774-0179\2857945v1.doc
ORDINANCE NO. 2023-14

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF JURUPA VALLEY , CALIFORNIA, APPROVING
DEVELOPMENT AGREEMENT NO. 21010 BETWEEN THE

CITY OF JURUPA VALLEY AND EM RANCH OWNER,

LLC, FOR THE DISTRICT AT JURUPA VALLEY PROJECT
ON AN APPROXIMATELY 248.3-ACRE PROJECT SITE
GENERALLY BOUNDED BY SR -60 TO THE NORTH, THE
SANTA ANA RIVER TO THE EAST, 34TH STREET TO THE

SOUTH, AND RUBIDOUX BOULEVARD TO THE WEST

THE CITY COUNCIL OF THE CITY OF JURUPA VALLEY DOES HEREBY ORDAIN AS FOLLOWS:

Section 1. Procedural Findings. The City Council of the City of Jurupa Valley does hereby find, determine and declare that:
(a) EM Ranch Owner LLC (the “ Owner”) has applied for General Plan Amendment No. 21010, the adoption of a Specific Plan (SP 21001), a Development Agreement between the Owner and the City , and Tentative Tract Map No. 38318, (collectively, Master Application No. 21269 or MA No. 21269) to permit the construction of up to 1,192 new residential units; approximately 3 million square feet of commercial an d industrial land uses (including warehouse and logistic uses); a hotel with conference and hospitality area; and approximately 11 acres of parks and open space on an approximately 248.3 -acre project site generally bounded by SR-60 to the north, the Santa Ana River to the east, 34th street to the south, and Rubidoux Boulevard to the west (the “Project”). The Project includes APNs: 175 -252-003, and 004; 178 - 261-001 and 002; 178 -262-001 through 008; 178 -290-005 and 009; 178 -300-001 through 008; 178-310-001 through 009, 011 through 015, 017, 018; 023 through 026; 028, 030 through 034, 039 through 047, 049, and 051; 179 -130-003, 004, 006 through 008; 179 -170-001, 003 through 005, 007, 008, 015, 016, 018, 020; 179 -230-010; 179-270-00, 011 through 018, 024, 033; 179- 310-001, 004, 005; and 179 -340-001, 002, 005) . These applications were filed in a manner in accord with the City of Jurupa Valley General Plan and the Jurupa Valley Municipal Code. (b) The proposed Project was processed including, but not limited to, a pu blic notice in the time and manner prescribed by State and local law, including the California Environmental Quality Act.
(c) The proposed Development Agreement between EM Ranch, LLC, (“Owner”) and the City of Jurupa Valley DA 21010 (“Development Agreement”) attached hereto as Exhibit “A” provides the Owner vested rights to proceed with the development of the Project Site in accordance with the terms and conditions of the Development Agreement. By entering into the Development Agreement, the City is securing certain public benefits which enhance the public health, safety and welfare. The term of the Development Agreement is for twenty (20) years. The benefit of the Development Agreement for the Owner is the protection of the approvals. The Development Agreement allows for the approval period of the Project to be extended to twenty -2-
12774-0179\2857945v1.doc
(20) years. The Development Agreement includes community benefits that would be provided.

The estimated total benefit amount, based on a 20 year projection (discounted at net present value), is $15,706,814.
(d) The City determined that an environmental impact report (“EIR”) would be required for the proposed Project and issued a Notice of Preparation ( "NOP") on April 12, 2022.

The NOP was sent to the State Clearinghouse (SCH # 2022040044), responsible agencies, trustee agencies, and interested parties and posted on the City's website on March 31, 2022. The thirt y (30)-day public review period ran from March 31, 2022 to April 29, 2022 and its purpose was to receive comments and input from interested public agencies and private parties on issues to be addressed in the EIR for the proposed Project. The proposed Dev elopment Agreement was included in the Project Description for the EIR and its impacts analyzed therein. (e) On August 23, 2023, following a duly noticed and conducted public hearing, the Planning Commission adopted Resolution No. 2023 -18 recommending that the City Council approve the Development Agreement and the Project. (f) On September 7, 2023, the City Council of the City of Jurupa Valley considered the proposed Project, the Development Agreement, and the EIR, Mitigation Monitoring and Reporting Program, and Statement of Overriding Considerations, at a duly noticed and conducted public hearing at which time all interested persons had an opportunity to and did testify either in support or in opposition to this matter. The City Council considered all the testimony and any comments received regarding the proposed Project, Development Agreement, EIR, Mitigation Monitoring and Reporting Program, and Statement of Overriding Considerations prior to prior to adopting this Ordinance.
(g) Following the public hearing, the Council adopted Resolution No. 2023-77, entitled: “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF JURUPA VALLEY

CERTIFYING AN ENVIRONMENTAL IMPACT REP ORT AND ADOPTING FINDINGS, A

STATEMENT OF OVERRIDING CONSIDERATIONS, AND MITIGATION MONITORING

AND REPORTING PROGRAM FOR THE DISTRICT AT JURUPA VALLEY PROJECT TO ALLOW FOR THE DEVELOPMENT OF UP TO 1,192 NEW RESIDENTIAL UNITS; APPROXIMATELY 3 MILLION SQUARE FEET OF COMMERCIAL AND INDUSTRIAL LAND USES (INCLUDING WAREHOUSE AND LOGISTIC USES); A HOTEL WITH CONFERENCE AND HOSPITALITY AREA; AND APPROXIMATELY 11 ACRES OF PARKS AND OPEN SPACE ON AN APPROXIMATELY 248.3 -ACRE PROJECT SITE GENERALLY BOUNDED BY SR-60 TO THE NORTH, THE SANTA ANA RIVER TO THE EAST, 34TH STREET TO THE SOUTH, AND RUBIDOUX BOULEVARD TO THE WEST ,” that included the Development Agreement in the Project Description. (h) Following the public hearing, the Council also adopted Resolution No. 2023-78, entitled: “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF JURUPA VALLEY APPROVING GENERAL PLAN AMENDMENT NO. 21010, SPECIFIC PLAN (SP21001), AND TENTATIVE TRACT MAP NO. 38318 TO ALLOW FOR THE DEVELOPMENT OF UP TO 1,192 NEW RESIDENTIAL UNITS; APPROXIMATELY 3

MILLION SQUARE FEET OF COMMERCIAL AND INDUSTRIAL LAND USES (INCLUDING WAREHOUSE AND LOGISTIC USES); A HOTEL WITH CONFERENCE AND -3-
12774-0179\2857945v1.doc
HOSPITALITY AREA; AND APPROXIMATELY 11 ACRES OF PARKS AND OPEN SPACE ON AN APPROXIMATELY 248.3-ACRE PROJECT SITE GENERALLY BOUNDED BY SR- 60 TO THE NORTH, THE SANTA ANA RIVER TO THE EAST, 34TH STREET TO THE

SOUTH, AND RUBIDOUX BOULEVARD TO THE WEST (THE DISTRICT AT JURUPA VALLEY)” which approvals are vested by the Development Agreement. (i) All legal preconditions to the adoption of this Ordinance have occurred.

Section 2. Legislative Findings. The City Council in approving the Development Agreement hereby makes the following findings:
(a) The Development Agreement complies with the requirements of California Government Code Sections 65865 through 65869.5 in that the Development Agreement specifies in detail and contains the following:
1) Provisions in Section 9 requiring periodic review at least every twelve months, at which time the Owner shall be required to demonstrate good faith compliance with the terms of the Development Agreement (California Government Code Section 65865.1). 2) Duration of the Development Agreement, as specified in Section 3.3 of the Agreement as being twenty (20) years (Government Code Section 65865.2). 3) The permitted uses of the property, the density and intensity of use, the maximum height and size of the proposed buildings, and provisions for reservation or dedication of land for public purposes are set forth in the Specific Plan, Title 6, Subdivisions of the Jurupa Valley Municipal Code, and Title 9 , Planning and Zoning, of the Jurupa Valley Municipal Code which is part of the Project Approvals incorporated into the Development Agreement by Section 2.14 thereof and vested by the Development Agreement (Government Code Section 65865.2).
4) Terms and conditions in the Specific Plan , Project Approvals and the Developme nt Agreement, require the Developer to construct all necessary public improvements necessary to access and im prove the Property for the proposed use s (Government Code Section 65865.2).
(b) Pursuant to Section 65867.5, the provisions of the Development Agreement are consistent with the City’s General Plan , and each element thereof, as amended, and the following goals and policies , in that the Development Agreement incorporates by reference and vests the Project Approvals, as defined therein, including but not limited to the Specific Plan 21001 and Tentative Tract Map 38318:
1) The Development Agre ement will obligate the Owner, as consideration for the Development Agreement, to make Community Benefit Contributions of an estimated $15,706,814 based on a 20 year projection (discounted at net present value), for: (1) the enhancement or construction of public facilities; (2) maintenance of infrastructure; (3) supplement public safety; (4) support transitional living programs; (5) supplement arts, culture and community resources; (6) support commercial rehabilitation programs; (7) lease of a community room to the City for the residents’ enjoyment; and (8) provide payments for a planning study for the Rubidoux -4-
12774-0179\2857945v1.doc
Downtown Master Plan, that would establish goals, objectives, and policies designed to protect residential neighborhoods consistent with the General Plan. 2) The Project Approvals vested by the Development Agreement are consistent with the City’s General Plan and proposed Specific Plan upon the approval of the General Plan Amendment and Specific Plan, in th at the proposed Project Approvals are intended to subdivide the Project site into thirty -eight (38) lots to accommodate the proposed land uses including five (5) lots for Commercial Neighborhood land uses, five (5) lots for Commercial Retail land uses, two (2) lots for Commercial Tourist land uses, three (3) lots for Business Park land uses, one (1) lot for Industrial land uses, ten (10) lots for High Density Residential land uses, four (4) lots for Public Park land uses, one (1) lot for Public Facility land uses, and seven (7) lots for Public Streets associated with the proposed Specific Plan and the subdivision will be consistent with the Land Use Objectives of the General Plan to provide sustainable prosperity by expanding appropriate housing, strengthening the employment base, and promote a more bal anced range of land uses that meets the needs and values of the wider community, and ensure that vacant land and resources are used wisely.
3) The Project Approvals vested by the Development Agreement are consistent with the following Land Use Element goals: LUE -1 Encourages attractive, safe, and well-maintained residential neighborhoods that offer a range of high quality housing opportunities that “fit” the community in which they are to be located; and LUE 2 Attract high quality commercial, office, and ind ustrial areas offering a range of retail, service and employment uses that complement rather than compete with one another.
4) The design or improvement of the Project Approvals vested by the Development Agreement are consistent with the City’s General Plan and proposed Specific Plan in that the proposed subdivision would subdivide the project site into the 38 parcels consistent with the proposed General Plan Land Use designations to accommodate the land uses, preliminary grading and utilities plan, street vacations, street improvements, and infrastructure improvements associated with the Specific Plan.
5) A more detailed finding of consistency between the General Plan and the District at Jurupa Valley Specific Plan vested by the Development Agreement can be found in Table 4.10-2 of the Environmental Impact Report, which is hereby incorporated herein by this reference.
(c) Pursuant to Section 65867.5(c), a Development Agreement that includes a subdivision shall not be approved unless the agreement provides that an y tentative map prepared for the subdivision will comply with the provisions of Government Code section 66473.7. Section

4.10 of the Development Agreement provides that the Project includes a subdivision as defined in Government Code Section 66473.7. Any tentative map prepared for the subdivision shall comply with Government Code Section 66473.7 by imposing a condition that sufficient water supply be available to service the residential subdivisions.

Section 3. Approval of the Development Agreement. The City Council hereby approves the Development Agreement between the City of Jurupa Valley and EM Ranch Owner, LLC , in substantially the form presented to the City Council and authorizes the Mayor to execute the -5-
12774-0179\2857945v1.doc
Development Agreement on behalf of the C ity in substantially the form submitted to the City Council. Upon execution by all parties, an original shall be kept on file in the Office of the City Clerk. City Clerk is directed to record this Development Agreement in the Official Records of the County of Riverside within ten (10) days of the effective date of this Ordinance.

Section 4. Severability. Of any portion, provision, section, paragraph, sentence, or word of this Ordinance is rendered or declared to be invalid by any final court action in a court of competent jurisdiction, or by reason of any preemptive legislation, the remaining portions, provisions, sections, paragraphs, sentences, and words of this Ordinance shall remain in full force and effect and shall be interpreted by the court so as to give eff ect to such remaining portions of the Ordinance.

Section 5. Effective Date. This Ordinance shall take effect thirty (30) days after its adoption.

Section 6. Notice of Adoption. The City Clerk shall certify to the adoption of this Ordinance and cause it to be published in the manner required by law.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Jurupa Valley on this 21st day of September, 2023.
______________________________
Chris Barajas
Mayor

ATTEST:

______________________________
Victoria Wasko, CMC
City Clerk

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12774-0179\2857945v1.doc

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF JURUPA VALLEY )

I, Victoria Wasko, CMC, City Clerk of the City of Jurupa Valley, do hereby certify that the foregoing Ordinance No. 2023 -14 was regularly intr oduced at a regular meeting of the City Council held on the 7th day of September, 2023 and thereafter at a regular meeting held on the 21st day of September, 2023, it was duly passed and adopted by the following vote of the City Council:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Jurupa Valley, California, this 21st day of September, 2023.

________________________________
Victoria Wasko, City Clerk
City of Jurupa Valley
A-1
12774-0179\2857945v1.doc
Exhibit A
Proposed Development Agreement

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12774-0179\2857945v1.doc

2827875.11

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO
City of Jurupa Valley
8930 Limonite Avenue
Jurupa Valley CA 92509
Attn: City Clerk

Exempt from recording fees pursuant to Govt. Code Section 27383 (Space above for Recorder’s use)

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE

CITY OF JURUPA VALLEY

AND

EM RANCH OWNER, LLC, a California Limited Liability Company

2 DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into and dated as of September 7, 2023, by and between the CITY OF JURUPA VALLEY, a California municipal corporation and general law city existing under the Constitution of the State of the California (“City”), and EM RANCH OWNER, LLC., a California limited company (“OWNER”), pursuant to the authority of Sections 65864 through 65869.5 of the California Government Code (the “Development Agreement Legislation”) and Article XI, Section 2 of the California Constitution.

City and OWNER are occasionally referred to in this Agreement collectively as the “Parties.” Pursuant to the authority contained in the Development Agreement Legislation, as it applies to the City, pursuant to Article XI, Section 2 of the California Constitution, and in consideration of the recitals set forth in Section 1, the mutual covenants set forth in this Agreement, and for the further consideration described in this Agreement, the Parties agree as follows:

1. RECITALS. This Agreement is made for the following purposes and with respect to the following facts, which the Parties agree are true and correct:

1.1 The Development Agreement Legislation authorizes City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property for the following purposes:

1.1.1 Ensuring high quality development in accordance with comprehensive plans;

1.1.2 Reducing uncertainty in the development approval process that might otherwise result in a waste of resources, discourage investment, and escalate the cost of development to the consumer;

1.1.3 Strengthening 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;

1.1.4 Assuring Owners of land that upon approval, they may proceed with their development projects in accordance with defined policies, rules, regulations, and conditions of approval; and

1.1.5 Providing for the financing and/or construction of necessary public facilities and services.

1.2 The property that is the subject of this Agreement is approximately 248.3 acres in size, is generally bounded by Rubidoux Boulevard to the west, State Route 60 to the north, the Santa Ana River to the east and residential and 34th Street to the south and is described on Exhibit “A” and depicted on Exhibit “B” attached hereto (the “Property”).

1.3 The Property is subject to the Project Approvals and Applicable Regulations defined in Sections 2.16 and 2.2, respectively, of this Agreement. 3 1.4 In addition to the general purposes stated above, the following are among the considerations supporting this Agreement:

1.4.1 This Agreement will provide for both Parties: (a) a high quality development on the Property subject to this Agreement; (b) certainty in the type of development to be undertaken on the Property; and (c) the assurance of adequate public facilities and services to ensure the good of the community regardless of City’s legal authority to impose such requirements under constitutional or statutory authority.

1.4.2 For City, this Agreement serves to provide for: (a) employment growth anticipated to result from the Development of the Property, both during construction and use; (b) an increase in tax revenues anticipated to result from the Development of the Property; (c) a stimulant to economic growth in the community surrounding the Property; and (d) the achievement of the goals and directives of its General Plan.

1.4.3 The development of new commercial, manufacturing, industrial buildings, associated office space and residential uses is an integral part of OWNER’s development plans for the Property. Such facilities are expected to bring employment and increased tax revenue for City.

1.5 The Parties desire to enter into a binding agreement for purposes of:
(i) identifying the terms, conditions, and regulations for the Development of the Property; (ii) identifying OWNER’s obligations to make certain Community Benefit Contribution, as defined in Section 2.8, and design, construct and install Public Improvements, on the terms and conditions set forth in this Agreement.

1.6 OWNER desires to develop the Property in accordance with the provisions of this Agreement, the Applicable Regulations, and the regulations of those other agencies exercising jurisdiction over the Property.

1.7 OWNER has applied for, and City has approved, this Agreement in order 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.

1.8 The City Council has determined that this Agreement is consistent with City’s General Plan and each element thereof, including, without limitation, the goals and objectives thereof.

1.9 The following actions have been taken with respect to this Agreement and the Development:

1.9.1 On September 7, 2023, following a duly noticed and conducted public hearing, the Planning Commission adopted Planning Commission Resolution No. PC- 2023-18 recommending that the City Council approve this Agreement and the Development. 4 1.9.2 On September 7, 2023, after a duly noticed public hearing, the City Council adopted the following Resolutions approving certain land use entitlements for the Development: (1) Resolution No. 2023-77, Certifying the Environmental Impact Report, Making Findings, Adopting a Statement of Overriding Considerations and a Mitigation Monitoring and Reporting Program, (2) Resolution No. 2023-78, approving General Plan Amendment No. 21010 (GPA No. 21010), Specific Plan No. 21001, and Tentative Tract Map No. 38318; copies of which all on file in the City Clerk’s Office at City Hall. The Resolutions contain findings pertaining thereto, including those relating to the CEQA documentation for the Development.

1.9.3 On September 7, 2023, following a duly noticed public hearing, the City Council introduced Ordinance No. 2023-14 and on September 21, 2023, held the second reading and adopted Ordinance No. 2023-14, approving this Agreement, a copy of which is on file in the City Clerk’s Office at City Hall, which Ordinance includes the findings pertaining thereto, including those relating to the CEQA documentation for the Development and this Agreement’s consistency with City’s General Plan and each element thereof and any specific plans relating to the Property.

1.10 All actions taken by City have been duly taken in accordance with all applicable legal requirements, including CEQA, and all other requirements for notice, public hearings, findings, votes and other procedural matters.

1.11 City has engaged in extensive studies and review of the potential impacts of the Development, as well as the various potential benefits to City by the Development, and has concluded that the Development is in City’s best interests. In consideration of the Public Improvements to be provided by OWNER to City, and in order to strengthen the planning process for the Property and to reduce the economic costs of Development of the Property, City intends to give OWNER assurance that OWNER can proceed with the Development of the Property in accordance with the Project Approvals and the City’s Applicable Regulations. In reliance on City’s covenants in this Agreement concerning the Development of the Property, OWNER has and will in the future incur substantial costs in site preparation and construction of infrastructure and facilities in order to develop the Property.

1.12 Pursuant to Section 65867.5 of the Development Agreement Legislation, the City Council finds and determines that: (i) this Agreement implements the goals and policies of City’s General Plan, including each element thereof,; (ii) provides balanced and diversified land uses, and imposes appropriate standards and requirements with respect to land development and usage in order to maintain the overall quality of life and the environment within City; (iii) this Agreement is in the best interests of and not detrimental to the public health, safety, and general welfare of City and its residents; (iv) adopting this Agreement is consistent with City’s General Plan, and each element thereof and any applicable specific plan, and constitutes a present exercise of City’s police power; and (v) this Agreement is being entered into pursuant to and in compliance with the requirements of Government Code Section 65867 of the Development Agreement Legislation.

2. DEFINITIONS. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized when used in this Agreement. The defined terms include the following:
5 2.1 “Agreement” means this Development Agreement.

2.2 “Applicable Regulations” is defined in Section 4.1.3 of this Agreement.

2.3 “Authorizing Ordinance” means Ordinance No. 2023-14 adopted by City on September 21, 2023 approving this Agreement.

2.4 “CEQA” means the California Environmental Quality Act (Cal. Pub.

Resources Code, § 21000 et seq.)

2.5 “City” means the City of Jurupa Valley, a California general law city and municipal corporation, duly organized and existing under the Constitution and laws of the State of California, and all of its officials, employees, agencies, and departments.

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

2.7 “City Manager” mans the City Manager of City.

2.8 “Community Benefit Contribution” or “CBC” means the payments described in Section 5.6 of this Agreement.

2.9 “OWNER” means EM RANCH OWNER, LLC, a California limited company, a California limited liability company, and all successors in interest, in whole or part, to this entity with respect to the Property.

2.10 “Development” means the improvement of the Property for the purposes consistent with this Agreement and the Project Approvals, including, without limitation, demolition, remediation, grading, the construction of infrastructure and public facilities related to the on-site improvements, the construction of structures and buildings, and the installation of landscaping subject to the Project Approvals.

2.11 “Development Agreement Legislation” means Sections 65864 through 65869.5 of the California Government Code as it exists on the Effective Date.

2.12 “Effective Date” means the date that this Agreement becomes effective in accordance with Section 3.2 of this Agreement.

2.13 “MSHCP” means the Western Riverside County Multiple Species Habitat Conservation Plan/Natural Community Conservation Plan and related amendments and approvals associated therewith.

2.14 “Net Square Footage” means the amount of enclosed building area of Development. For Commercial Retail Buildings means net leasable area.

2.15 “Project” means Development of the Property for residential, commercial, business park and industrial uses in accordance with the Project Approvals and this Agreement, inclusive of the permitted uses and Applicable Regulations set forth in this Agreement. 6 2.16 “Project Approvals” means all City approvals or entitlements, or both, pertaining to the Project, including, without limitation, the following resolutions and ordinances approving certain entitlements for the Project: (1) Resolution No. 2023-___, Certifying the Environmental Impact Report, Making Findings, Adopting a Statement of Overriding Considerations and the Mitigation Monitoring and Reporting Program, (2) Resolution No. 2023- __, approving General Plan Amendment No. 21010 (GPA No. 21010), Specific Plan No. 21001, and Tentative Tract Map No. 39318; ; and (3) Ordinance No. 2023-___, approving this Agreement.

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

2.18 “Public Improvements” means the improvements described in the Project Approvals.

2.19 “Reservation of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to City under Section 4.2 of this Agreement.

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

2.21 “Subsequent Project Approvals” means those Project Approvals issued subsequent to the Effective Date in connection with the Development of the Property.

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

2.23 “Transferee” means the person to whom OWNER sells, assigns, or otherwise transfers all or any portion of OWNER’s interests in the Property together with all its right, title, and interest in this Agreement in accordance with Section 12 of this Agreement.

3. GENERAL TERMS.

3.1 Binding Effect of Agreement. From and following the Effective Date, the Development, and City actions on applications for Subsequent Project Approvals affecting the Property, shall be subject to the terms and provisions of this 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.

3.2 Effective Date. This Agreement, and the obligations of the Parties to this Agreement, shall be effective on the date that Ordinance No. 2023-14 approving this Agreement becomes effective (the “Effective Date”). The Parties shall approve an operating memorandum pursuant to Section 3.4.4 confirming the Effective Date of this Agreement. 7 3.3 Term. The term of this Agreement shall commence on the Effective Date and shall continue for Twenty (20) consecutive calendar years thereafter (the “Term”), unless 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. Notwithstanding the provisions of this Section 3.3, the provisions of Section 5.6, shall survive the expiration or termination of this Agreement.

3.4 Amendment of Agreement.

3.4.1 Initiation of Amendment. Any Party may propose an amendment to this Agreement and both Parties agree that it may be beneficial to enter into additional agreements or modifications of this Agreement in connection with the implementation of the separate components of the Development.

3.4.2 Procedure. Except as set forth in Section 3.4.4 of this Agreement, the procedure for proposing and adopting an amendment to this Agreement shall be the same as the procedure required for entering into this Agreement in the first instance.

3.4.3 Consent. Except as expressly provided in this Agreement, any amendment, including an extension of the Term, to this Agreement shall require the written consent of both Parties, in accordance with law. No amendment to all or any provision of this Agreement shall be effective unless set forth in writing and signed by duly authorized representatives of each of the Parties.

3.4.4 Operating Memoranda. The Parties acknowledge that refinements and further development of the Project may demonstrate that changes are appropriate with respect to the details and performance of the Parties. The Parties desire to retain a certain degree of flexibility with respect to those items covered in general terms under this Agreement. If and when the Parties mutually find that changes, adjustments, or clarifications are appropriate to further the intended purposes of this Agreement, they may, unless otherwise required by law, effectuate such changes, adjustments, or clarifications without amendment to this Agreement through one or more operating memoranda mutually approved by the Parties. The operating memoranda may be approved on City’s behalf by the City Manager, or such person designated in writing by the City Manager, and by any corporate officer or other person designated for such purpose in a writing signed by a corporate officer on behalf of OWNER. After execution of an operating memoranda it shall be attached to this Agreement as addenda and become a part of this Agreement. Unless otherwise required by law or by this Agreement, no such changes, adjustments, or clarifications shall require prior notice or hearing, public or otherwise.

3.4.5 Termination. 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. The 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 Project Approvals.

4. DEVELOPMENT OF THE PROPERTY.

4.1 Right to Develop.
8 4.1.1 Right to Develop. OWNER shall have a vested right to develop the Property during the term of this Agreement in accordance with, and to the extent of, the Project Approvals and this Agreement.

4.1.2 Effect of Agreement on Applicable Regulations. Except as otherwise provided under the terms of this Agreement, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the rate or timing of development, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to the Development, shall be those contained in the Project Approvals and those Applicable Regulations not inconsistent with the Project Approvals which were in full force and effect as of the Effective Date of this Agreement.

4.1.3 Applicable Regulations. Except as otherwise specified in this Agreement and the Project Approvals, the following shall govern the development of the Property (“Applicable Regulations”):

4.1.3.1 The provisions of the Jurupa Valley Municipal Code pertaining to property development in effect as of the Effective Date of this Agreement;

4.1.3.2 City o rdinances and resolutions pertaining to property development in effect as of the Effective Date of this Agreement; and

4.1.3.3 The City’s General Plan , and each element thereof, in effect as of the Effective Date of this Agreement.

4.1.4 Subsequent Project Approvals. City shall accept for processing, review and action all applications for Subsequent Project Approvals, and City staff shall use their reasonable efforts to process such applications in an expeditious manner, taking into account City’s staffing levels, and all requisite development fees shall be calculated and paid at such time as payment for such fees is due and payable, for all or a portion of the Property. City further agrees that, unless otherwise requested by OWNER, it shall not, without good cause as provided in this Agreement, amend or rescind any Subsequent Project Approvals respecting the Property after City has granted the same.

4.1.5 Amendments to Project Approvals. It is contemplated by the Parties that OWNER may, from time to time, seek amendments to one or more of the Project Approvals. In the event OWNER finds that such an amendment is appropriate or desirable, OWNER may apply in writing for an amendment to the Project Approvals to effectuate such change. The Parties acknowledge that City shall be permitted to use its sole and absolute discretion in deciding whether to approve or deny any such amendment request; provided, however, that in exercising the foregoing sole and absolute discretion, City shall not apply a standard different than it has used in evaluating requests of other property owners. Any such amendments are contemplated by the Parties as being within the scope of this Agreement as long as they are consistent with the Applicable Regulations and shall, upon approval by City, continue to constitute the Project Approvals as referenced in this Agreement. The Parties agree that any 9 such approved amendments shall not constitute an amendment to this Agreement nor require an amendment to this Agreement.

4.2 Reservation of Authority by City.

4.2.1 Limitations, Reservations, and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development:

4.2.1.1 Processing fees and charges of every kind and
nature adopted by City pursuant to state law for costs related to City’s processing of applications for Project Approvals.

4.2.1.2 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.

4.2.1.3 Changes adopted by the City Council in the
California Building Code, California Historic Building Code, California Existing Building Code, California Electrical Code, California Mechanical Code, California Plumbing Code, California Energy Code, California Green Building Standards Code, California Referenced Standards Code, California Residential Code, International Property Maintenance Code and similar uniform codes as required by and in accordance with the authority granted to City under state law.

4.2.1.4 Regulations that are not in conflict with the Project Approvals and this Agreement.

4.2.1.5 Regulations that are in conflict with the Project Approvals provided OWNER has given written consent to the application of such regulations to the Development.

4.2.1.6 Federal, state, county, and multi-jurisdictional laws and regulations that preempt local regulations, or mandate the adoption of local regulations, and are in conflict with the Project Approvals.

4.2.1.7 Subsequent Land Use Regulations adopted by City in connection with any Subsequent Project Approvals, necessary to protect the imminent safety or health, or both, of the residents or occupants of the Property, or the residents or people of City, or both.

4.2.2 Future Discretion of City. Notwithstanding any other provision of this Section 4.2, this Agreement shall not prevent City, in acting on Subsequent Project Approvals, from denying or conditionally approving any Subsequent Project Approval on the basis of the Applicable Regulations or any Subsequent Land Use Regulations not in conflict with the Project Approvals.

4.2.3 Modification or Suspension by Federal, State, County, or Multi- Jurisdictional Law. In the event that Federal, State, County, or multi-jurisdictional laws or 10 regulations, enacted after the Effective Date, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such Federal, State, County, or multi- jurisdictional laws or regulations, and this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce.

4.2.4 Intent. City acknowledges that OWNER has reasonably entered into this Agreement and may proceed with the Development of the Property on the assumption that City has adequately provided for the public health, safety and welfare through the Applicable Regulations. In the event that any future, unforeseen public health or safety emergency arises, City shall attempt to address such emergency in such a way as not to impact the Development in accordance with the Project Approvals, and if that is not possible, to select that option for addressing the emergency which has the least adverse impact on the Development in accordance with the Project Approvals.

4.3 Regulation by Other Public Agencies. It is acknowledged by the Parties that other public agencies not subject to control by City may possess authority to regulate aspects of the Development, and this Agreement does not limit the authority of such other public agencies.

4.4 Timing of Development. Except as set forth in Agreement regardless of any future enactment, by initiative, or otherwise, OWNER shall have the discretion to develop the Property, or not develop the Property, in one phase or in multiple phases at such times as OWNER deems appropriate within the exercise of its sole and absolute business judgment.

Specifically, City agrees that OWNER shall be entitled to apply for and receive permits, maps, occupancy certificates, and other entitlements to develop and use the Property at any time, provided that such application is made in accordance with this Agreement and the Applicable Regulations. It is the intent of the Parties to cure the deficiency identified by the Supreme Court in Pardee Construction Company v. City of Camarillo, 37 Cal. 3d 465 (1984), which held the failure of a development agreement to specify the timing of development did not prevent a latter- enacted initiative from applying to the project approvals applicable to the development agreement in question in that case.

4.5 Vested Rights. By entering into this Agreement and relying thereon, OWNER is obtaining the vested rights to proceed with the Development of the Property in accordance with the terms and conditions of this Agreement. By entering into this Agreement and relying thereon, City is securing certain public benefits which enhance the public health, safety and welfare, a partial listing of which benefits is set forth in Section 1 of this Agreement.

4.6 No Conflicting Enactments. Except as otherwise provided by this Agreement, neither the City Council nor any other agency of City shall enact a rule, regulation, ordinance, or other measure applicable to the Property that is inconsistent or conflicts with the terms of this Agreement.

4.6.1 Moratorium. It is the intent of the Parties that no moratorium or other limitation (whether relating to the Development of all or any part of the Development and 11 whether enacted by initiative or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative, or final), site development permits, precise plans, site development plans, grading permits, building permits, occupancy certificates, or other entitlements to use approved, issued, or granted within City, or portions of City, shall apply to the Development to the extent such moratorium or other limitation would restrict OWNER’s right to develop the Property as provided by this Agreement in such order and at such rate as OWNER deems appropriate at its sole and absolute discretion, as provided by this Agreement. City shall reasonably cooperate with OWNER in order to keep this Agreement in full force and effect. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the Parties hereby agree to reasonably cooperate in defending such action. 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. The filing of any third party lawsuit(s) against City or OWNER relating to this Agreement, the Project Approvals or to other development issues affecting the Property shall not delay or stop the Development, processing, or construction of the Development, unless the third party obtains a court order preventing the activity.

4.6.2 Consistency between this Agreement and Current Laws. City represents that at the Effective Date there are no rules, regulations, ordinances, policies, or other measures of City in force that would interfere with the Development and use of all or any part of the Property according this Agreement. In the event of any inconsistency between any Applicable Regulation, Development Approval, and this Agreement, the provisions of this Agreement shall control.

4.7 Further Assurances to OWNER. The Parties further acknowledge that the public benefits to be provided by OWNER to City pursuant to this Agreement are in consideration and reliance upon assurances that the Property can be developed in accordance with the Project Approvals and this Agreement. Accordingly, while recognizing that the Development of the Property may be affected by exercise of the authority and rights reserved and excepted as provided in Section 4.2 of this Agreement, OWNER is concerned that normally the judiciary extends to local agencies significant deference in the adoption of land use regulations that might permit City, in violation of Section 4.2, to attempt to apply regulations that are inconsistent with the Project Approvals pursuant to the exercise of the authority and rights reserved and excepted as provided in Section 4.2 of this Agreement. Accordingly, OWNER desires assurances that City shall not and City agrees that it shall not further restrict or limit the Development of the Property in violation of this Agreement except in strict accordance with the terms of this Agreement.

4.8 Acquisition of Right of Way for Public Improvements.

4.8.1 To the extent OWNER does not have sufficient title or interest in the real property required for the construction or installation of a Public Improvement, OWNER shall make a good faith effort to acquire the required property (“Required Property”) in a timeframe calculated to allow for the orderly Development of the Project. If, following this effort, OWNER is unable to acquire the Required Property, OWNER shall have the right, but not the obligation, to request that CITY acquire the Required Property pursuant to the provisions of 12 Government Code Section 66462.5, which shall be applicable, regardless of whether OWNER is applying for approval of a final map. CITY shall consider in good faith the acquisition of the Required Property pursuant to an acquisition agreement in substantially the form of Exhibit “C” (“Acquisition Agreement”), pursuant to the provisions of Government Code Section 66462.5 or Code of Civil Procedure Section 1230.010 and following, as the case may be, including proceedings for immediate possession of the Property pursuant to Code of Civil Procedure Section 1255.410 and following. This Agreement is neither a commitment nor an announcement of an intent by CITY to acquire any or all of the property required for Off-Site Improvements.

4.8.2 In the event CITY delays or is unwilling or unable to acquire the Required Property, such conditions of approval shall be automatically deemed waived. The specific acquisition of Right of Way requiring public improvements shall be referenced in the Acquisition Agreement.

4.8.3 Both parties acknowledge and agree that acquisition of the Required Property in accordance with the California Eminent Domain Law, requires more time than the suggested timeframes of Government Code Section 66462.5 allow and therefore, the parties waive these time constraints and the Acquisition Agreement shall so provide. The parties further acknowledge and agree that CITY cannot exercise its power of eminent domain unless and until a Resolution of Necessity has been duly adopted by the City Council pursuant to law.

This Agreement is neither a commitment nor the announcement of an intent by CITY to acquire any or all of the Required Property for the Public Improvements.

4.8.4 If OWNER asks CITY and CITY agrees to acquire right-of-way through the use of its power of eminent domain, then OWNER and CITY shall enter into an Acquisition Agreement pursuant to Government Code Section 66462.5 for each Public Improvement. OWNER shall deposit with CITY the actual costs reasonably estimated by CITY for initiating such proceedings and each stage thereof. Notwithstanding the foregoing provisions of this Section 4.9. City shall not delay or refuse to issue any Future Development Approvals due to the failure or delay of the City to either (i) enter into the Acquisition Agreement; (ii) if necessary, failure to initiate or conclude an eminent domain proceeding, if such a proceeding is necessary to obtain the Required Property; or (iii) approve any improvement plans needed to construct any Public Improvement.

4.9 Term of Map(s) and Other Project Approvals. Pursuant to California Government Code Sections 66452.6(a) and 65863.9, the term of any subdivision or parcel map that has been or in the future may be processed for all or any portion of the Property and the term of each of the Project Approvals (including, without limitation, Future Development Approvals) shall be deemed extended without further required action for a period of time through the scheduled termination date of this Agreement as set forth in Section 3.3 above.

4.10 Requirement that sufficient water supply be available to residential subdivisions. The Project includes a subdivision as defined in Government Code Section 66473.7. Any tentative map prepared for the subdivision shall comply with Government Code Section 66473.7 by imposing a condition that sufficient water supply be available to service the residential subdivisions.
13 4.11 Security for Special Retail Store.

4.11.1 OWNER is proposing a Special Retail Store on either Lot 2 or Lot 3 of Tract Map 38318. Owner shall cause Lot 2 or Lot 3 of Tract 38318 to be either sold, have entered into a land lease with a minimum term of Fifty (50) years, or entered into a building lease with a minimum term of ten (10) years to the Special Retail Store (or affiliated ownership entity) within thirty-six (36) months of the recordation of Tract Map 38318.

4.11.2 In entering into this Agreement, the City is relying upon the OWNER’S commitment to provide for a Special Retail Store. The Special Retail Store will: 1) be a catalyst in drawing customers to the Project and surrounding areas; 2) provide tax revenues to the City that can be used for necessary public improvements; 3) provide significant employment opportunities for the community; 4) provide retail shopping opportunities for residents within convenient distances from their homes; 5) and otherwise contribute to the purposes of this Agreement.

4.11.3 In the event that Lot 2 or lot 3 is not sold or leased to the Special Retail Store (or affiliated ownership entity) within the timeframe specified in Section

4.11.1 (“Timeframe”), OWNER shall pay to the City the sum of five million dollars ($5,000,000.00) within thirty (30) days after expiration of the Timeframe as liquidated damages.

City shall use such funds for municipal purposes, in its sole discretion, including, but not limited to, design and construction of the SR60/Rubidoux Boulevard Interchange.

4.11.4 OWNER and City agree that based upon the circumstances now existing, known and unknown, it would be impractical or extremely difficult to establish City’s damages by reason of OWNER’S failure to comply with its obligations set forth in this Section 4.11. Accordingly, OWNER and City agree that in the event of OWNER’S failure to comply with its obligations set forth in Section 4.11, City shall be entitled to the liquidated damages described above.

OWNER’S initials: _____ _____ City initials: _____ _____

4.11.5 As used in this Agreement, “Special Retail Store” shall mean a store selling goods to the public at retail:

4.11.5.1 Consisting of a minimum of one hundred seventy- five (175,000) square feet of building area based on the average size of the Special Retailer’s other stores, which includes retail sales area and areas for assemblage, retail stock storage, pick- up facilities, and delivery facilities; and

4.11.5.2 Minimum annual sales volume of fifty million
dollars ($50,000,000.00) per year based on the average annual sales from the Special Retailer’s other stores.

5. IMPACT FEES.
14 5.1 City Development Impact Fees. Owner shall pay all development impact fees pursuant to Chapter 3.75 or other provisions of the Jurupa Valley Municipal Code (“DIF”).

For the five (5) years following the Effective Date the DIF shall be paid at the DIF rates in effect as of the Effective Date. Thereafter, the DIF shall be paid at the rate in effect as of the date of issuance of each building permit for the Property or such other time as the DIF may be paid as required by law. All persons or entities holding title or interest in any portion of the Property, including all successors and assigns of OWNER shall be separately responsible for payment of any and all DIF for that portion of the Property developed by such person or entity and shall not be responsible for payment of any DIF related to other portions of the Property.

5.2 TUMF Fees. Pursuant to Chapter 3.70 of the Jurupa Valley Municipal Code, Transportation Uniform Mitigation Fees (“TUMF”), the TUMF shall be imposed upon Development within the Property at the rate in effect as of the date of issuance of each building permit for the Property or such other time as the fees may be paid as required by law. OWNER shall be entitled to such credits as might be available pursuant to the terms of Chapter 3.70 of the Jurupa Valley Municipal Code or the terms of the future allowable fees. Owner understands and acknowledges that TUMF is collected and administered by the Western Riverside Council of Governments and not by the City. All persons or entities holding title or interest in any portion of the Property, including all successors and assigns of OWNER shall be separately responsible for payment of any and all TUMF for that portion of the Property developed by such person or entity and shall not be responsible for payment of any TUMF related to other portions of the Property.

5.3 MSHCP Fees. Pursuant to Chapter 3.80 of the Jurupa Valley Municipal Code, Western Riverside County Multi-Species Habitat Conservation Plan Fees (“MSHCP Fee”), the MSHCP Fee shall be imposed upon Development within the Property at the rate in effect as of the date of issuance of each building permit for the Property or such other time as the fees may be paid as required by law. OWNER shall be entitled to such credits as might be available pursuant to the terms of Chapter 3.80 of the Jurupa Valley Municipal Code. Owner understands and acknowledges that the MSHCP Fee is administered by the Riverside Conservation Agency and not by the City. All persons or entities holding title or interest in any portion of the Property, including all successors and assigns of OWNER shall be separately responsible for payment of any and all MSHCP Fee for that portion of the Property developed by such person or entity and shall not be responsible for payment of any MSHCP Fee related to other portions of the Property.

5.4 Other Regional Development Impact Fees. Other regional development impact fees, or any other development impact fees imposed by another governmental agency imposed upon Development within the Property at the rate in effect as of the date of issuance of each building permit for the Property or such other times as the fee may be required to be paid by law.

5.5 Application/Processing Fees. OWNER shall pay the application and processing fees for applications for entitlements and permits 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 15 reimburse City’s expenses attributable to processing such applications for entitlements, permits, or both.

5.6 Community Benefit Contributions. In partial consideration of the benefits received by OWNER pursuant to the terms of this Agreement and the Project Approvals, OWNER shall pay to City the following Community Benefit Contributions.

5.6.1 Facilities Benefit Contribution. OWNER shall pay to the City an annual Facilities Benefit Contribution in the initial amount of one hundred ten dollars ($110) for each multi-family residential unit and one hundred eight three dollars ($183.00) for each single family unit in the Project, subject to annual increase as described below.

5.6.1.1 The Facilities Benefit Contribution shall be used for the design and construction of public facilities for the City, including, but not limited, to those public facilities described on the City’s Capital Improvement Plan, as currently adopted or hereafter amended. The parties shall meet and confer in good faith bi-annually to discuss potential projects to be funded with the Facilities Benefit Contribution and how those projects will benefit the Rubidoux community but the final decision shall be determined by the City Council in its sole discretion.

5.6.1.2 The first Facilities Benefit Contribution payment shall be paid thirty (30) calendar days after City issues the first building permit for vertical construction for a building on a per-building basis based on the number of multi-family units in the building, or the single family home, for which a building permit for vertical construction was issued and on a pro rata basis for the portion of the year remaining. Thereafter, the Facilities Benefit Contribution shall be paid annually on July 1 based on the number of building permits issued for vertical construction during the prior year.

5.6.1.3 Commencing July 1st of City’s second fiscal year in which payment of the Facilities Benefit Contribution, and annually thereafter, the Facilities Benefit Contribution rate shall automatically increase by two percent (2%)

5.6.1.4 The term of the Facilities Benefit Contribution described in this Section 5.6.1 shall, for any Assessor Parcel or Lot, be fifty (50) years from the date the first building permit is issued for vertical construction.

5.6.2 Maintenance of Infrastructure Benefit Contribution. OWNER shall pay to the City an annual Maintenance of Infrastructure Benefit Contribution in the initial amounts of thirty seven dollars ($37.00) per multi-family residential unit, sixty one dollars and sixty one cents ($61.60) per single family unit, three hundred eight dollars ($308) per acre for properties designated retail, business park, hotel in the Project Approvals, and one hundred twenty three dollars ($123) per acre for properties designated light industrial in the Project Approvals. The Maintenance of Infrastructure Benefit Contribution shall be subject to annual increase as described below.

5.6.2.1 Maintenance of Infrastructure Benefit funds shall be used for operation, maintenance and repair of City infrastructure that are required by the Project Approvals, including, but not limited to, flood and storm protection services, sidewalks, roads, 16 road medians, street lighting, traffic signal s and similar City facilities as determined by the City .

Nothing herein shall limit the OWNER’S obligations pursuant to the Project Approvals for operation, maintenance and repair of City infrastructure.

5.6.2.2 The first Maintenance of Infrastructure Benefit Contribution payment shall be paid thirty (30) calendar days after City issues the first building permit for vertical construction on a per-building based on the number of multi-family units in the building, or the single family home, for which a certificate of occupancy was issued and on a pro rata basis for the portion of the year remaining. Thereafter, the Maintenance of Infrastructure Benefit Contribution shall be paid annually on July 1 based on building permits for vertical construction issued during the prior year.

5.6.2.3 Commencing July 1st of City’s second fiscal year in which payment of the Maintenance of Infrastructure Benefit Contribution, and annually thereafter, the Maintenance of Infrastructure Benefit Contribution rate shall automatically increase by the percentage change in the Consumer Price Index (All Urban Consumers; Riverside-San Bernardino-Ontario), provided however, that the increase shall not be less than two percent (2%) nor more than six percent (6%). The calculation of the percentage change in the Consumer Price index shall be made by the City using the month of April over the month of April in the prior year.

5.6.3 Annual Public Safety Benefit Contribution. OWNER shall pay to the City an annual Public Safety Benefit Contribution in the initial amount of: 1) Two hundred six dollars ($206) per multi-family residential unit; 2) three hundred forty three dollars ($343.00) per single family residential; 3) twelve and six tenths cents ($0.126) per square foot for properties designated Commercial Retail in the Project Approvals; 4) nine and four tenths cents ($.094) per square foot for properties designated Commercial Other in the Project Approvals; 5) eight and four tenths cents ($.084) per square foot for properties designated Business Park in the Project Approvals; and 6) four and four tenths cents ($.044) per square foot for properties designated Light Industrial in the Project Approvals. The Annual Public Safety Benefit Contribution shall be subject to annual increase as described below. As building permits for vertical construction are issued for each new building, the Public Safety Benefit Contribution shall be adjusted upward or downward, to the square footage stated in the building permit issued by the City for the applicable building.

5.6.3.1 The annual Public Safety Benefit Contribution shall be used to supplement police, fire, emergency medical and other public safety services for the Project, as determined from time to time by the City among such services, in addition to those services currently provided.

5.6.3.2 The first Public Safety Benefit Contribution payment shall be paid thirty (30) calendar days after City issues the first building permit for vertical construction for a building on a per-building basis based on the number of multi-family units in the building, or the single family home, for which a building permit for vertical construction was issued and on a pro rata basis for the portion of the year remaining. Thereafter, the Public Safety Benefit Contribution shall be paid annually on July 1 based on building permits for vertical construction issued during the prior year.
17 5.6.3.3 Commencing July 1st of City’s second fiscal year after which payment of the Public Safety Benefit Contribution commenced, and annually thereafter, the Public Safety Benefit Contribution rate shall automatically increase by the percentage change in the Consumer Price Index (All Urban Consumers; Riverside-San Bernardino-Ontario), provided however, that the increase shall not be less than two percent (2%) nor more than six percent (6%) as determined by the City. The calculation of the percentage change in the Consumer Price index shall be made using the month of April over the month of April in the prior year.

5.6.4 Affordable Housing Units. All affordable housing units constructed on the Project shall be exempted from payment of the Community Benefit Contributions listed in Sections 5.6.1, 5.6.2, 5.6.3 and 5.6.13 of this Agreement. “Affordable housing units” shall mean units: (1) affordable to persons and families of very low, low or moderate income as provided California Health and Safety Code Sections 50052.5 and 50053 (or their successor statutes) , adjusted for household size and income level, less the appropriate allowance for utilities; and (2) subject to a recorded affordability agreement approved by the City imposing the affordability restrictions for periods of fifty-five (55) years or more on “for rent” units and forty-five (45) years or more on “for sale” units.

5.6.5 Transitional Living Program.

5.6.5.1 OWNER shall pay to the City two hundred fifty
thousand dollars ($250,000.00) that the City shall use for its transitional living program to support housing services and opportunities for residents. Path of Life Ministries is currently providing the services for this program, but City shall retain the discretion to use or add other consultants for the program and as to the specific uses of the contribution.

5.6.5.2 This contribution shall be paid to the City in five equal installments. The first payment of fifty thousand dollars ($50,000.00) shall be paid to the City within thirty (30) days after the Effective Date of this Agreement. The remaining annual payments of fifty thousand dollars ($50,000.00) shall be paid to the City on July 1, or the next business day thereafter, of each of the subsequent four (4) years.

5.6.6 Arts, Culture and Community Resources Fund. OWNER shall pay to the City the one-time sum of one hundred twenty five thousand dollars ($125,000.00) which the City Council, in its sole discretion, shall use allocate to entities serving the City through arts, culture or community resources programs. This payment shall be made to the City within thirty (30) days after the Effective Date of this Agreement.

5.6.7 Community Room Lease. OWNER shall lease to the City at no charge, a dedicated space of not less than two thousand five hundred (2,500) square feet within the commercial area of the Project for the City’s exclusive use as a community room. The City and OWNER shall negotiate a lease in good faith consistent with the terms of this Agreement, that provides for a term of twenty (20) years in a suitable facility, with reasonable public access, and other customary and reasonable commercial lease terms (including, but not limited to, access to restrooms, cabinets, countertop and sink), with the commencement date within thirty (30) days 18 of the issuance of the certificate of occupancy for the designated building, or such other time as agreed upon in writing between the parties.

5.6.8 Commercial Rehabilitation Program Contributions

5.6.8.1 OWNER shall pay to the City a one-time sum of
five hundred thousand dollars ($500,000.00) to establish the Commercial Rehabilitation Program. Payment shall be made within thirty (30) days following issuance of the first building permit for vertical construction of a non-residential building for the Project.

5.6.8.2 City shall use this fund to support and retain local businesses who may have to compete with the larger incoming tenants of the Project. The City intends to provide grants to small businesses for building improvements such as HVAC, roof repairs, or façade improvements.

5.6.8.3 Distributions from the Commercial Rehabilitation Program for these purposes shall be at the sole discretion of the City Council.

5.6.9 Rubidoux Downtown Master Plan. OWNER shall pay to the City the sum of two hundred fifty thousand dollars ($250,000.00) to support the City’s efforts to develop the Rubidoux Downtown Master Plan. Payment shall be made within thirty (30) days following issuance of the first building permit for a non-residential building for the Project.

5.6.10 SR 60 Freeway/Rubidoux Bl. Interchange--Project Approval and Environmental Documentation Study. The Parties recognize the importance of moving as quickly as possible to design and construct improvements to the SR 60 Freeway/Rubidoux Bl.

Interchange so as to provide better access to the SR 60 Freeway for the benefit of the tenants of the Project and the Rubidoux community. The first step in the process is to complete a Project Approval and Environmental Documentation Study (“PAED”) for Caltrans. The estimated cost of the PAED is $3,800,000. Of this amount the City has $2,400,000 in available funds for the PAED. City agrees to fund the additional $1,400,000 for the PAED. Within sixty (60) calendar days from the Effective Date, City shall post on Planet Bids a Request for Proposals from qualified engineering firms to conduct the PAED. Thereafter, the City shall diligently and in good faith pursue the completion of the PAED. City shall also meet and confer with Caltrans on a regular basis so as to anticipate Caltrans issues and to be able to address those issues to the extent possible in the PAED before formally submission to Caltrans.

5.6.11 Commercial Truck Enforcement.

5.6.11.1 Effective enforcement of the City’s Truck
Ordinances is essential to the success of the Project and the OWNER and lessees of non- residential properties in the Project must take responsibility to ensure trucks servicing their buildings comply with the City’s Truck Ordinances.

5.6.11.2 As used in this section, “Truck Ordinances” shall mean those provisions of the Jurupa Valley Municipal Code regulating parking of and use of trucks on City streets, including but not limited to, Chapter 12.25, Parking Restrictions, and 19 Section 12.35.020, Permissible Vehicle Weight on Streets, Roads, Highways, and Bridges; Truck Routes, as those provisions now exist or may hereafter be amended or modified.

5.6.11.3 City will fund commercial truck enforcement with incoming revenues from the Public Safety Benefit Contribution described in Section 5.6.3.

5.6.11.4 With respect to trucking companies and truck
drivers providing transportation services to their respective properties, OWNER, for itself, and all successors, assigns, and lessees of non-residential properties shall: 1) Notify all truck companies and truck drivers that they must comply with City’s Truck Ordinances through means and text approved by the Director of Community Development; 2) be jointly liable with trucking companies and truck drivers for violations of the City’s Truck Ordinances; and 3) be subject to administrative citations pursuant to Jurupa Valley Municipal Code Chapter 1.20, Administrative Penalties, and other applicable City remedies for violation of these provisions.

5.6.11.5 With respect to trucking companies and truck
drivers providing transportation services to their respective properties, OWNER, for itself, and all successors, assigns, and lessees of non-residential properties hereby consent to the City’s use of cameras and other technologies on public streets to identify truck or other vehicles originating from or traveling to non-residential properties within the Project that are in violation of the City’s Truck Ordinances.

5.6.12 Permanent Supportive Housing Contribution. OWNER shall pay to the City a one -time Community Benefit Contribution in the amount of one -dollar ($1.00) per square foot of building constructed in the Light Industrial Distri ct to be used by the City towards the construction of Permanent Supportive Housing. The payment of this Community Benefit Contribution shall be made prior to the issuance of a Certificate of Occupancy for each building constructed in the Light Industrial District.

5.6.13 General Fund Special Assessment. The OWNER shall be subject to an annual per square foot Special Assessment on all buildings in the Light Industrial District. Each building constructed in the Light Industrial District shall be subject to a Gener al Fund Special Assessment that will be paid upon occurrence of both of the following: (a) issuance of a final certificate of occupancy and (b) commencement of the business operations of the first tenant within such building. The Light Industrial General F und Special Assessment shall be prorated for the first fiscal year of City in which both conditions are satisfied and is intended for purposes of offsetting impacts to streets, police services, forfeiture of potential sales tax, and other maintenance assoc iated with development and operation of the Property.

The Light Industrial General Fund Special Assessment shall be an amount of money equal to five cents ($.05) per square foot of each building constructed in the Light Industrial District, as such square footage is reflected in the applicable building permit issued by City. Commencing July 1st of City's second fiscal year in which payment of the General Fund Special Assessment will be due, and annually thereafter, the Light Industrial General Fund Special Assessment rate of five cents ($.05) per square foot of each building constructed in the Light Industrial District shall automatically increase by the percentage change in the Consumer Price Index (All Urban Consumers; Riverside-San Bernardino-Ontario) provided however, that the increase shall not be less than two percent (2%) nor more than six percent (6%). The calculation of the percentage 20 change in the Consumer Price Index shall be made using the month of April over the month of April in the prior year. As certificates of occupancy are issued for each new tenant, the General Fund Special Assessment shall adjust upward or downward, to the square footage stated in the building permit issued by the City for the applicable building.

5.6.14 Except as otherwise provided in this Agreement, City shall not be obligated to issue building permits for a building in the Project if OWNER has not paid the Community Benefit Contributions in accordance with this Section 5.6 to the extent any payments are due prior to the issuance of the building permit being requested.

5.7 Community Facilities District--Community Benefit Contributions.

5.7.1 OWNER acknowledges and agrees that the obligations described in Section 5.6 are required by the terms of the Project Approvals and shall be paid to the City as provided therein whether or not a Community Facilities District or other financing mechanism is established to facilitate payments.

5.7.2 OWNER may request to fulfill the annual Community Benefit Contributions and Special General Fund Assessment described in Section 5.6 through a City Services Community Facilities District pursuant to the Mello-Roos Community Facilities Act of 1982 (Gov. Code, §§ 53311-53368.3) (“CFD”). OWNER may file a Petition and Waiver with City to initiate formation of, or annexation to a City CFD if one already exists, and pay all costs associated with the formation of, or annexation to, a CFD, with payments made through a deposit with the City in an amount determined by the City to be required to pay such formation costs.

OWNER shall file such a petition within twelve (12) months of the Effective Date of this Agreement.

5.7.3 The special taxes from the CFD shall increase annually in accordance with the provisions of Sections 5.6.1.3, 5.6.2.2, 5.6.3.3 and 5.6.13 above.

5.7.4 CITY agrees that the maximum effective tax rate for Assessor's Parcels for properties designed as residential in the Project Approvals within each CFD, including without limitation, overlapping debt, may not exceed one and one-half percent (1.5%) of the reasonably expected value of the parcel with planned vertical improvements determined at the time of approval of the CFD and the Rates and Methods of Apportionment of the Special Taxes for the CFD.

5.7.5 The base year for the CFD shall be Fiscal Year 2024-2025 and shall include all properties for which a building permit was issue by April 1 of the prior fiscal year.

5.7.6 City agrees to use its reasonable efforts to diligently develop and implement the CFD(s) subject to public hearing and election requirements of applicable State law and, if tax-exempt bonds are to be issued, Federal tax law, the Existing Regulations and the customary and reasonable industry standards for the development of such financings for CFD(s).

OWNER shall work cooperatively and diligently with the City to complete the CFD process as expeditiously as possible. OWNER and City acknowledge and agree that the establishment of a CFD for facilities and services and the issuance of bonds supported by the special taxes are 21 dependent on many factors that are not known at this time. The viability of the financing, the amount of special taxes for debt service, and available bond proceeds will be dependent on several factors existing at the time the bonds are sold, including, but not limited to, the financial markets, interest on tax exempt financings, housing and commercial/industrial markets, value of homes and commercial/industrial properties in the area, absorption rates for home sales and commercial/industrial sales and leasing in the area, bond underwriting criteria and ratings by bond-rating agencies. The bond terms of any CFD and the related bond issue shall be determined by the City in its discretion.

5.7.7 City agrees that upon receipt of OWNER'S written request and application and the deposit with City of sufficient funds to pay the City's costs to undertake the proceedings to establish any particular CFD, City shall conduct proceedings to establish the respective CFD(s) and OWNER shall cooperate in the conduct of such proceedings. OWNER acknowledges that this Agreement cannot obligate the City Council to establish the CFD(s) at the conclusion of those proceedings.

5.7.8 The approval of the City Council or a city-related entity of the terms of the CFD(s) shall supersede conflicting provisions of this Section 5.

5.8 Administrative Fee. OWNER shall pay to City a one-time administrative fee in the amount of fifty thousand dollars ($50,000.00) thirty (30) calendar days after the Effective Date and ten thousand dollars ($10,000) annually on each anniversary of the first payment, until each building contemplated by the Project Approvals obtained a Certificate of Occupancy, which shall compensate City for its costs incurred in drafting, processing and monitoring this Agreement, including, without limitation, staff time and attorney fees and costs.

6. OBLIGATIONS OF THE PARTIES.

6.1 OWNER’s Obligation to Construct Public Improvements. OWNER shall, at its sole cost and expense, design, construct, install, and finally complete Public Improvements.

The design, construction, installation, and final completion of the Public Improvements shall be in conformance with City standards in effect as of the date the plans and specifications are submitted to the City Engineer for review. City Engineer shall approve, in writing, subject to the City Engineer’s determination of compliance with the City standards and Section 6.2, all Plans and Specifications for construction, installation, and final completion of the Public Improvements. Except as otherwise provided in this Agreement, the Public Improvements shall be completed at such time as set forth in the Project Approvals. The Parties shall enter into City’s standard subdivision improvement agreement, or an applicable modification thereof approved by the City in its discretion, for the completion of the Public Improvements. OWNER shall be eligible to receive credit from the City for OWNER’s cost to construct and complete any Public Improvements that are oversized in accordance with Existing Regulations and as provided in the applicable subdivision improvement agreement.

6.2 Local, State and Federal Laws. OWNER 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 (to the extent applicable), including, without limitation, all applicable federal, state and local occupation, employment, prevailing 22 wage, safety and health laws, rules, regulations, and standards. OWNER shall indemnify, defend, and hold the Indemnified Parties (as defined in Section 8.1) 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 OWNER or its contractor(s) or agents to comply with such laws, rules, regulations, and standards. OWNER’s indemnity obligations set forth in this Section 6.2 shall survive the termination or expiration of this Agreement.

6.3 Maintenance of Improvements. Responsibility for the ongoing maintenance of improvements provided by OWNER pursuant to this Agreement shall be apportioned between the Parties in accordance with the terms of this Section 6.3.

6.3.1 City Maintenance of Dedicated Public Improvements. City shall maintain all dedicated and accepted streets, walls, and City-owned storm drain facilities constructed by OWNER as part of the Public Improvements.

6.3.2 OWNER Maintenance of Landscaping and Storm Drain Facilities.

OWNER shall maintain all landscaping on the Property and on adjacent City rights-of-way, and all City owned and accepted storm drainage facilities on the Property, with the exception of the storm drain facilities owned and maintained by the Riverside County Flood Control District.

6.4 Easements. City shall grant such easements over City property as are reasonably needed for the Development of the Property provided such easements do not impede or interfere with public services provided on such properties. OWNER shall grant to City such easements over its property as are reasonably needed for the construction and maintenance of the Public Improvements. Such grants shall be at no additional cost to either Party.

6.5 Community Facilities District--Public Improvements.

6.5.1 Request. OWNER may request in writing that the CITY establish one or more community facilities districts (each a "CFD") pursuant to the Mello Roos Community Facilities District Act to finance the design, construction, installation, and final completion of the Public Improvements as required by the Project Approvals and this Agreement and shall vote in favor of each such community facilities districts.

6.5.1.1 The Public Improvement Special Tax will be
authorized to be levied on all non-governmentally owned assessor’s parcels within each CFD to fund, in order of priority: (a) administrative expenses of the CFD; (b) scheduled debt service on bonds for the CFD that are issued to fund eligible public facilities (including, as may be permitted by the City and other agencies, public facilities in lieu of development impact fees); (c) replenishment of a reserve fund for the bonds; and (d) on a pay as you go basis, eligible public facilities (including, as may be permitted by the City and other agencies, public facilities in lieu of development impact fees).

6.5.1.2 No other CFD or public financing mechanism from another public agency shall be used to finance the Public Improvements.

6.5.2 Maximum Effective Tax Rate. CITY agrees that the maximum effective tax rate for Assessor's Parcels for properties designed as residential in the Project 23 Approvals within each CFD, including without limitation, overlapping debt, may not exceed one and one-half percent (1.5%) of the reasonably expected value of the parcel with planned vertical improvements determined at the time of approval of the CFD and the Rates and Methods of Apportionment of the Special Taxes for the CFD.

6.5.3 Processing CFD; Viability of CFD. City agrees to use its reasonable efforts to diligently develop and implement the CFD(s) subject to public hearing and election requirements of applicable State law and, if tax-exempt bonds are to be issued, Federal tax law, the Existing Regulations and the customary and reasonable industry standards for the development of such financings for CFD(s) as determined by the City. OWNER shall work cooperatively and diligently with the City to complete the CFD process as expeditiously as possible. OWNER and City acknowledge and agree that the establishment of a CFD for facilities and services and the issuance of bonds supported by the special taxes are dependent on many factors that are not known at this time. The viability of the financing, the amount of special taxes for debt service, and available bond proceeds will be dependent on several factors existing at the time the bonds are sold, including, but not limited to, the financial markets, interest on tax exempt financings, housing and commercial/industrial markets, value of homes and commercial/industrial properties in the area, absorption rates for home sales and commercial/industrial sales and leasing in the area, bond underwriting criteria and ratings by bond-rating agencies.

6.5.4 Commencement of Proceedings. City agrees that upon receipt of OWNER'S written request and application and the deposit with City of sufficient funds as determined by the City to pay the City's costs to undertake the proceedings to establish any particular CFD, City shall conduct proceedings to establish the respective CFD(s) and OWNER shall cooperate in the conduct of such proceedings. OWNER acknowledges that this Agreement cannot obligate the City Council to establish the CFD(s) at the conclusion of those proceedings.

The bond terms of any CFD and the related bond issue shall be determined by the City in its discretion.

7. CITY’S OBLIGATIONS.

7.1 Property Approvals Independent. All approvals required for the Project which may be or have been granted, and all land use entitlements or approvals generally which have been issued or will be issued by City with respect to the Project, 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 such invalidity, unenforceability or termination of this Agreement or any part hereof shall not affect the validity or effectiveness of any such Project Approvals or other land use approvals and entitlements for the Project. In such cases, such approvals and entitlements will remain in effect pursuant to their own terms, provisions, and 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, such approvals and entitlements shall not remain valid for the Term, but shall remain valid for the term(s) of such approvals and entitlements. 24 7.2 City Cooperation. City staff shall work cooperatively with OWNER to assist in coordinating the expeditious processing and consideration of all necessary permits, entitlements and approvals. To the extent City or City’s designee is unable to process and consider permits, entitlements and approvals in an expeditious manner, OWNER shall pay to the City the costs of hiring temporary Staff or retaining an outside contractor to assist CITY in the expeditious processing and consideration of all necessary permits, entitlements and approvals.

7.3 Transient Occupancy Tax Sharing Agreements

7.3.1 The City Council finds and determines that a transient occupancy tax sharing agreement to provide economic assistance for qualifying hotels as described in this Section will promote the public health, safety, and welfare of the people in the City and will be of substantial economic benefit to the City based on the following:

7.3.1.1 The development of qualifying hotels will generate new short term and long term quality employment opportunities within the City. The qualifying hotel is expected to employ approximately 600 persons in the construction of each hotel.

Developer expects the hotel portion of the Project will generate direct long term employment for approximately 49 people within the within five (5) years from the issuance of a building permit for the qualifying hotel.

7.3.1.2 The development of qualifying hotels will expand and enhance the City’s tax base through increased property values and consumer purchasing.

The development of qualifying hotels will generate new property tax, transient occupancy tax, and sales tax revenues of approximately $1,000,000.00 annually that will assist the City in funding public services for the residents and businesses within the City.

7.3.1.3 The development of qualifying hotels preserves and enhances the job/housing balance described in the City’s General Plan and various regional plans

7.3.1.4 The development of qualifying hotels will develop new and expanded commercial and business opportunities within the City. The hotels will serve as a catalyst for other commercial and business projects within the City as the hotels will provide a necessary business infrastructure to support commercial and business operations. Developers are generally reluctant to invest in a community until they see that another project has been successful and so a successful commercial project will develop confidence among retail and business developers that the City is a viable community for successful development.

7.3.1.5 There is a substantial unmet demand for hotel
rooms in the area surrounding the Project and the Project itself is a prime location for needed hotels.

7.3.1.6 The development of qualifying hotels will promote the stability and diversification of the City’s economy.

7.3.2 City shall provide up to a maximum of five hundred ninety nine thousand nine hundred ninety nine dollars ($599,999.00) in Transient Occupancy Tax Sharing Funds for Qualified Hotels in the Project pursuant to this Section 7.3. 25 7.3.3 As used in this Section 7.3:

7.3.3.1 “Transient Occupancy Tax” shall mean the transient occupancy tax imposed by Chapter 3.35 of the Jurupa Valley Municipal Code as it currently exists or may hereafter be modified. The local transient occupancy tax shall not include: (i) Penalty assessments: (ii) any transient occupancy tax levied by, collected for or allocated to the State of California, the County of Riverside, or a district or any entity (including an allocation to a statewide or countywide pool) other than City; (iii) any administrative fee charged by the City for collection of the transient occupancy tax; (iv) any transient occupancy tax (or other funds measured by transient occupancy tax) required by the State of California to be paid over to another public entity (including the State) or set aside and/or pledged to a specific use other than for deposit into or payment from the City’s general fund; or (v) any transient occupancy tax paid in error or which is subject to correction, adjustment or offset pursuant to an amended return or otherwise where the effect of the error, adjustment or amendment is to change the amount of sales tax attributable to taxable sales and allocated to the City.

7.3.3.2 “Qualified Hotels” shall mean hotels meeting the following qualifications that shall be eligible to receive Transient Occupancy Tax Sharing Funds pursuant to this Section 7.3:

7.3.3.2.1 Minimum of one hundred sixty (160) rooms;

7.3.3.2.2 Minimum average daily room rate room
rental of one hundred ninety dollars ($190) per night (in 2023 dollars) that shall automatically increase annually on July 1 by the percentage change in the Consumer Price Index (All Urban Consumers; Riverside-San Bernardino-Ontario); and

7.3.3.3 STR class of upper upscale, upscale, or
upper midscale hotel (including, but not limited to, hotels such as Holiday Inn Express, Embassy Suites, Springhill Suites, Country Inn & Suites, Hyatt Place, Hampton Inn, Ayres Hotel, Fairfield Inn & Suites, and similar hotel brands).

7.3.4 A Qualified Hotel may apply to the City for a “Transient Occupancy Tax Sharing Agreement.”

7.3.4.1 The Transient Occupancy Tax Sharing Agreement
shall provide that a Qualified Hotel shall receive a payment from the City in an amount equal to the Transient Occupancy Taxes actually received by the City within the previous calendar quarter from the Qualified Hotel. The payment shall be made within sixty (60) days of the beginning of each calendar quarter on July 1, October 1, January 1 and April 1 of each year until the maximum Transient Occupancy Tax Sharing Funds are exhausted.

7.3.4.2 The City Manager is hereby authorized to enter into such Transient Occupancy Tax Sharing Agreements with Qualified Hotels on behalf of the City in substantially the form of the Template Transient Occupancy Tax Sharing Agreement attached hereto as Exhibit “D”. In the event there is more than one Qualified Hotel that has applied for a Transient Occupancy Tax Sharing Agreements, the City Manager may allocate available 26 Transient Occupancy Tax Sharing Funds among the Qualified Hotels in his or her sole discretion.

7.3.4.3 The Transient Occupancy Tax Sharing Agreement
shall be in substantially the form of the Template Transient Occupancy Tax Sharing Agreement attached hereto as Exhibit “D”.

7.3.5 A Qualifying Hotel shall not receive Transient Occupancy Tax Sharing payment unless the City certifies that the following conditions precedent have been fulfilled:

7.3.5.1 The hotel is in compliance with all applicable
federal, state and local laws, ordinances and regulations;

7.3.5.2 There are no pending administrative code
compliance actions or public nuisance litigation case(s) pending against the business;

7.3.5.3 There is no litigation (including administrative actions) pending between the City and the business in which the City and the business are adverse; and

7.3.5.4 All City tax payments, assessments, or obligations to the City and outstanding penalties and interest, including but not limited to, Community Facilities District special taxes, transient occupancy taxes, sales taxes, property taxes, and contributions pursuant to this Agreement and the Project Approvals, and have been fully paid in accordance with the terms under which they were established.

7.3.6 Findings Concerning Inapplicability of Prevailing Wages.

7.3.6.1 Labor Code Section 1720(c)(3) provides that:
“(c) Notwithstanding subdivision (b), all of the following apply:
(3) (A) If the state or a political subdivision reimburses a private developer for costs that would normally be borne by the public, or provides directly or indirectly a public subsidy to a private development project that is de minimis in the context of the project, an otherwise private development project shall not thereby become subject to this chapter.
(B) (i) For purposes of subparagraph (A), a public subsidy is de minimis if it is both less than six hundred thousand dollars ($600,000) and less than 2 percent of the total project cost. (ii) Notwithstanding clause (i), for purposes of
subparagraph (A), a public subsidy for a project that
consists entirely of single-family dwellings is de minimis if it is less than 2 percent of the total project cost.
27 (iii) This subparagraph shall not apply to a project that was advertised for bid, or a contract that was awarded, before July 1, 2021.”

7.3.6.2 The City finds and determines that the economic development subsidies for Qua lified Hotels in this Section 7.3 do not exceed six hundred thousand dollars ($600,000.00) and less than two percent (2%) of the total Project cost.

7.3.7 Therefore, based on the above findings in Subparagraph 7.3.6.2, the City and OWNER have determined that prevailing wages are not required to be paid on the private improvements for the Project in accordance with to Labor Code Section 1720(c)(3).

7.3.8 OWNER hereby represents to City that it understands and acknowledges the economic development subsidies pursuant to Section 7.3 of this Agreement and the potential impact on the application of prevailing wages to the Project. Accordingly, OWNER on behalf of itself and its successors in interest, hereby expressly and knowingly waives their respective rights under Labor Code Sections 1726 and 1781 to seek recovery against the City of any prevailing wage liabilities they may incur based upon this Agreement. OWNER hereby acknowledges that it has either consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the prevailing wage issues described herein and the provisions of the California Civil Code section 1542, which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” OWNER hereby acknowledges that it may have claims which are presently unknown and unsuspected, and such claims in the future. Nevertheless, OWNER hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waive any and all rights which they may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect.

OWNER’s initials: ___________________.

8. INDEMNIFICATION.

8.1 Litigation to Set Aside, Void, or Annul the Agreement. OWNER shall indemnify and hold harmless City, its affiliated agencies and districts, their agents, officers, consultants, contractors, attorneys, and employees (“Indemnified Parties”) from and against any claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons against the Indemnified Parties to set aside, void, or annul the approval of this Agreement. Notwithstanding the provisions of Section 12.1.1 of this Agreement, OWNER’s obligation pursuant to this Section 8.1 is not a benefit or burden running with the land and shall not be assigned to any person without the prior express written consent of City, unless a transfer or assignment is made pursuant to Section 12 of this Agreement.

OWNER’s duties under this Section 8.1 are solely subject to and conditioned upon the Indemnified Parties written request to OWNER to indemnify the Indemnified Parties. OWNER shall deposit the expected costs of defense, as reasonably determined by the City Attorney, with City within ten (10) business days of notice from City of the claim and shall add to the deposit 28 within ten (10) business days from the request of City. Without in any way limiting the provisions of this Section 8.1, the Parties agree that this Section 8.1 shall be interpreted in accordance with the provisions of California Civil Code Section 2778 in effect as of the Effective Date.

8.2 Other Litigation. Notwithstanding Section 8.1, and as a separate and distinct obligation of OWNER, to the fullest extent permitted by law, OWNER shall defend (with counsel of City’s choosing), indemnify and hold the Indemnified Parties free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of OWNER, its officials, officers, employees, subcontractors, OWNERs or agents in connection with the performance of the OWNER’s obligations under this Agreement, the Project or this Agreement, or the CITY’s approval of this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. OWNER's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by OWNER, the Indemnified Parties.

8.2.1 OWNER’s duties under this Section 8.2 are solely subject to and conditioned upon the Indemnified Parties written request to OWNER to indemnify the Indemnified Parties. OWNER shall deposit the expected costs of defense , as reasonably determined by the City Attorney, with City within ten (10) business days of notice from City of the claim and shall add to the deposit within ten (10) business days from the request of City.

Without in any way limiting the provisions of this Section 8.2, the Parties agree that this Section

8.2 shall be interpreted in accordance with the provisions of California Civil Code Section 2778 in effect as of the Effective Date.

9. PERIODIC REVIEW OF COMPLIANCE WITH AGREEMENT.

9.1 Periodic Review. The Parties shall review this Agreement at least once every 12-month period from the Effective Date of this Agreement. City shall notify OWNER in writing of the date for review at least thirty (30) calendar days prior thereto. Such periodic review shall be conducted in accordance with Government Code Section 65865.1.

9.2 Good Faith Compliance. During each periodic review, OWNER shall be required to demonstrate good faith compliance with the terms of this Agreement. OWNER shall furnish such reasonable evidence of good faith compliance as City, in the exercise of its reasonable discretion, may require. If requested by OWNER, City shall provide to OWNER, a duly authorized Estoppel Certificate pursuant to the provisions of Section 13 of this Agreement.

9.3 Failure to Conduct Annual Review. City’s failure to conduct the annual review shall not be an OWNER default. Further, OWNER shall not be entitled to any remedy for City’s failure to conduct the annual review.

9.4 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 OWNER. Within thirty (30) calendar days following receipt of such notice, OWNER shall 29 submit evidence to the City Council of OWNER’s good faith compliance with this Agreement and such 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 Section 9.4 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 OWNER.

9.5 Administration of Agreement. Any final decision by City staff concerning the interpretation and administration of this Agreement and Development of the Property in accordance with this Agreement may be appealed by OWNER to the City Council, provided that any such appeal shall be filed with the City Clerk within ten (10) business days after OWNER receives written notice that the staff decision is final. The City Council shall render its decision to affirm, reverse, or modify the staff decision within thirty (30) calendar days after the appeal was filed. The decision of the City Council as to the administration of this Agreement shall be final and is not appealable. The foregoing notwithstanding, breaches of this Agreement are subject to judicial relief as provided in this Agreement.

9.6 Availability of Documents. If requested by OWNER, City shall provide to OWNER 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.

10. DEFAULT; REMEDIES; DISPUTE RESOLUTION.

10.1 Notice of Default. In the event of failure by a Party substantially to 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 such non-defaulting Party has first provided to the defaulting Party a written notice of default in the manner required by this Section 10 identifying with specificity the nature of the alleged default and the manner in which said default may satisfactorily be cured.

10.2 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 such default not later than ten (10) business days after receipt of notice thereof if the breach of this Agreement involves the payment of money, or not later than thirty (30) calendar days after receipt of notice thereof if the breach of this Agreement does not involve the payment of money; provided, however, that if such breach may not reasonably be cured within such thirty (30) calendar day period, then a default shall exist only if the cure of such breach is not commenced within such thirty (30) calendar day period or thereafter is not diligently prosecuted to completion.

10.3 OWNER’s Remedies. Due to the size, nature, and scope of the Property and the Development, it will not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property and provide for other benefits. OWNER 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 30 the Development and Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money that would adequately compensate OWNER for such efforts. For the above reasons, the Parties agree that damages would not be an adequate remedy if City fails to carry out its obligations under this Agreement and that OWNER 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. Therefore, OWNER specifically agrees that it has no authority under this Agreement or otherwise to seek monetary damages against City for any breach of this Agreement by City, and shall not to seek monetary damages against City for breach of this Agreement.

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

10.5 Judicial Review.

10.5.1 Subsequent Land Use Entitlements. Based on the foregoing, in the event OWNER 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 authority and rights reserved and excepted as provided in Section 4.2 of this Agreement, OWNER shall bear the burden of proof in establishing that such rule, regulation, or policy is inconsistent with the Applicable Regulations, the Project Approvals, or both, and City shall thereafter bear the burden of proof in establishing that such regulation was adopted pursuant to and in accordance with the authority and rights reserved and excepted as provided in Section 4.2 of this Agreement and was not applied by City in violation of this Agreement.

10.5.2 Collection of Fees or Community Benefit Contributions. CITY may bring an action against OWNER for any development fees due to the CITY described in Section 5 or Community Benefit Contributions or General Fund Special Assessment due to the CITY as described in Section 5.6.

11. MORTGAGEE PROTECTION; CERTAIN RIGHTS TO CURE.

11.1 No Liens on Property as of Effective Date. OWNER warrants and represents to the CITY that as of the Effective Date of this Agreement there is no mortgage, deed of trust, sale and leaseback arrangement, lien or any other form of pledge of security on the Property or any portion of the Property.
31 11.2 Future Encumbrances on the Property. This Agreement shall not prevent or limit OWNER 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.

11.3 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 said 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.

11.4 Mortgagee Not Obligated. No Mortgagee will have any obligation or duty under this Agreement to perform the obligations of OWNER or other affirmative covenants of OWNER hereunder, or to guarantee such 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 OWNER 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.

11.5 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 OWNER under the terms of this Agreement, at the same time such notice of default is provided to OWNER. 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 such notice from City for monetary defaults, or within sixty (60) calendar days after OWNER’s cure period has expired for non-monetary defaults, or, for such defaults that cannot reasonably be cured, corrected, or remedied within such period, the Mortgagee may cure, correct, or remedy the default if the Mortgagee commences to cure, correct, or remedy such default within such sixty (60) calendar day period, and continuously and diligently prosecutes such cure to completion. If the default is of a nature that can only be remedied or cured by such Mortgagee upon obtaining possession of the Property, such 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 such time as is reasonably necessary to cure or remedy said default but in no event more than ninety (90) calendar days after obtaining possession. If any such default cannot, with diligence, be remedied or cured within such thirty (30) calendar day period, then such period shall be extended to permit the Mortgagee to effect a cure or remedy so long as Mortgagee commences said cure or remedy during such ninety (90) calendar day period, and thereafter diligently pursues such cure to completion.

32 12. TRANSFERS OF INTEREST IN PROPERTY OR AGREEMENT.

12.1 Transfers and Assignments.

12.1.1 Restrictions on Transfers. OWNER may sell, assign, or otherwise transfer all or any portion of its interests in the Property together with all its right, title, and interest in this Agreement, or the portion thereof that is subject to the transferred portion of the Property, to any Transferee provided that: (1) the Transferee has specifically assumed in writing the obligations, or a portion of the obligations of OWNER, to design, construct, install and finally complete the Public Improvements for the Property; (2) the Transferee has the experience and financial capacity to complete the Public Improvements; and (3) if applicable, the Transferee has obtained replacement bonds, accepted by City for the Public Improvements (in which event, City shall release OWNER’s corresponding Public Improvement bonds).

12.1.2 Notice of Transfer; Agreement. In the event of any sale, assignment, or other transfer pursuant to this Section 12.1.1, (i) OWNER shall notify City at least twenty (20) business days prior to the transfer of the name of the Transferee, together with the corresponding entitlements being transferred to such Transferee and (ii) the agreement between OWNER and Transferee pertaining to such transfer shall provide that the Transferee shall be liable for the performance of those obligations of OWNER under this Agreement that relate to the Transferred Property, if any, or shall confirm that OWNER and all Transferees shall remain jointly liable for the design and construction of Public Improvements pursuant to this Agreement.

12.1.3 Exempt Transfers. The following transfers shall not be subject to the foregoing restrictions of Section 12.1: (1) transfers to easements or real property interests that are necessary to provide utility service to the Property or to extend infrastructure to the Property; and (2) transfers in reorganization of OWNER, provided that management control of OWNER does not change as a result of such reorganization.

12.1.4 Rights and Duties of Successors and Assigns. Any, each, and all successors and assigns of OWNER shall have all of the same rights, benefits, duties, and obligations of OWNER under this Agreement. All entities holding title to a portion of the Property shall be jointly liable for the design and construction of the Public Improvements for that portion of the Property as set forth in this Agreement, except as provided in this Agreement or as may be modified in an operating memorandum pursuant to Section 3.4.4.

13. ESTOPPEL CERTIFICATES.

13.1 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.
33 13.2 Ten (10) Business Days to Respond. A Party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting Party within ten (10) business days after the City Attorney has approved the form of the Estoppel Certificate.

13.3 Authorized Signatories. The City Manager or any person designated by the City Manager may sign the Estoppel Certificates on City’s behalf. Any officer of OWNER may sign on OWNER’s behalf.

13.4 Reliance. An Estoppel Certificate may be relied on by assignees and mortgagees.

13.5 Failure to Provide Estoppel Certificate. Failure by a Party to provide an Estoppel Certificate within ten (10) business days after receipt of the request therefor shall be deemed confirmation that this Agreement is in full force and effect and has not been amended or modified either orally or in writing.

14. MISCELLANEOUS.

14.1 Interest of OWNER. OWNER represents and warrants that it has a legal or equitable interest in the Property and, as such, OWNER is qualified to enter into and be a party to this Agreement under the Development Agreement Legislation.

14.2 Notices. All notices permitted or required under this Agreement must be in writing and shall be effectuated 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 Jurupa Valley
8930 Limonite Avenue
Jurupa Valley, California 92509
Attn: City Manager

With a copy to: Richards, Watson & Gershon
350 South Grand Avenue, 37h Floor
Los Angeles, California 90071
Attn: Peter M. Thorson, Esq.

34 To OWNER: EM Ranch Owner, LLC
484 S. San Vicente
Los Angeles, California 90048
Attn: Matthew Dugally

With a copy to: Fennemore Law
550 E. Hospitality Lane, Suite 350
San Bernardino, California 92408
Attn: Brent McManigal

Any written notice, demand, or communication shall be deemed received immediately if personally delivered or delivered by delivery service, and shall be deemed received on the third day from the date it is postmarked if delivered by registered or certified mail.

14.3 Force Majeure. In addition to specific provisions of this Agreement, performance by either Party under this Agreement shall not be deemed to be in default where delays or failures to perform are due to the elements, fire, earthquakes, or other acts of God, supply chain disruptions and delays related to the availability of construction materials and manpower, global pandemics or governmental orders imposed in response to public health crisis, strikes, labor disputes, lockouts, acts of the public enemy, riots, insurrections, pending litigation (including litigation initiated by third-parties),breach of contract by either party, or governmental restrictions imposed or mandated by other governmental entities. The Parties may also extend times of performance under this Agreement in writing. In the event OWNER desires to invoke these force majeure provisions, OWNER shall notify City of a force majeure event within thirty (30) calendar days of the event and include a detailed description of the force majeure event and how it affects OWNER’s compliance with the terms of this Agreement.

14.4 Binding Effect; Covenants Run with Land. 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 OWNER of all or any portion of the Property or the Development, and their respective assigns, heirs or successors in interest, whether or not any reference to this Agreement is contained in the instrument by which such 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 hereof shall bind and inure to the benefit of each of the Parties and all successors in interest to the Parties for the term of this Agreement.

14.5 Relationship of Parties. The Parties acknowledge that, in entering into and performing this Agreement, each of the Parties is acting as an independent entity and not as an agent of the other in any respect. The Parties renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained in this Agreement or in any document executed in connection with the Development of the Property shall be construed as making the Parties joint ventures or partners.
35 14.6 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.

14.7 Nonliability of City Officers and Employees. No City official, officer, employee, agent, or representative, acting in his or her official capacity, shall be personally liable to OWNER, 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 City’s part.

14.8 Covenant Against Discrimination. The Parties 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 as defined by California or Federal law, in the performance of this Agreement. OWNER shall comply with the Americans with Disabilities Act of 1990, as amended (42 U.S.C. Section 12101 et seq.).

14.9 No Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought and referring expressly to this Section 14.9. 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 such right or power or be construed to be a waiver thereof, except as expressly provided in this Agreement. No waiver by either Party of any of the covenants or conditions to be performed by the other Party shall be construed or deemed a waiver of any succeeding breach or nonperformance of the same or other covenants and conditions of this Agreement.

14.10 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.

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

14.12 Attorneys’ Fees. If legal action is brought by either Party against the other for breach of this Agreement, including actions derivative from the performance of this Agreement, or to compel performance under this Agreement, the prevailing Party shall be entitled to an award of its costs, including reasonable attorneys’ fees. Attorneys’ fees under this Section 14.12 shall include attorneys’ fees on any appeal and, in addition, a Party entitled to 36 attorneys’ fees shall be entitled to all other reasonable costs and expenses, including, without limitation, reasonable expert witness fees, incurred in connection with such action. In addition to the foregoing award of attorneys’ fees to the prevailing Party, the prevailing Party in any lawsuit shall be entitled to its attorneys’ fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement.

14.13 Recordation. This Agreement shall be recorded by City with the County Recorder of Riverside County. Amendments approved by the Parties, and any cancellation or termination of this Agreement, shall be similarly recorded.

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

14.15 Time of Essence. 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.

14.16 Entire Agreement. This Agreement, including all exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and this Agreement supersedes all previous 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.

14.17 Exhibits. Exhibits A – D, identified as follows, are attached to this Agreement and are incorporated into this Agreement as though set forth in full:

A Legal Description of Property
B Site Map
C Template Agreement for Acquisition of Property Government Code Section 66462.5
D. Template Transient Occupancy Tax Sharing Agreement

14.18 Counterpart Signature Pages. The Parties may execute this Agreement in counterparts, and each of such counterparts for all purposes shall be deemed to be an original, and all of such shall constitute one and the same Agreement.

14.19 OWNER’S Representations. OWNER warrants and represents that: (i) it is duly organized and existing; (ii) it is duly authorized to execute and deliver this Agreement; (iii) by so executing this Agreement, OWNER is formally bound to the provisions of this Agreement; (iv) OWNER’s entering into and performance of its obligations set forth in this Agreement do not violate any provision of any other agreement to which OWNER is bound; and (v) there is no existing or threatened litigation or legal proceeding of which OWNER is aware 37 that could prevent OWNER from entering into or performing its obligations set forth in this Agreement.

14.20 No Brokers. Each Party 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 shall hold harmless the other party from such commissions or fees as are alleged to be due from the party making such representations.

14.21 Subsequent Amendment to Authorizing Statute. This Agreement has been entered into in reliance upon the provisions of the Development Agreement Legislation in effect as of the Effective Date. Accordingly, subject to Section 4.2, to the extent that subsequent amendments to the Government Code would affect the provisions of this Agreement, such 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.

14.22 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.

This Agreement and any dispute arising under this Agreement shall be governed and interpreted in accordance with the laws of the State of California. The Parties understand and agree that this Agreement is not intended to constitute, nor shall be construed to constitute, an impermissible attempt to contract away the legislative and governmental functions of City, and in particular, City’s police powers. In this regard, this Agreement shall not be deemed to constitute the surrender or abnegation of City’s governmental powers over the Property.

14.23 No Joint and Several Liability. At any time that there is more than one OWNER, no breach of this Agreement by an OWNER shall constitute a breach by any other OWNER. Any remedy, obligation, or liability, including, without limitation, the obligations to defend and indemnify City, arising by reason of such breach shall be applicable solely to OWNER that committed the breach. However, City shall send a copy of any notice of violation to all OWNERS, including those not in breach. In addition, a default by any Transferee shall only affect that portion of the Property owned by such Transferee and shall not cancel or diminish in any way OWNER’s rights under this Agreement with respect to any portion of the Property not owned by such Transferee. The Transferee shall be responsible for the reporting and annual review requirements relating to the portion of the Property owned by such Transferee, and any amendment to this Agreement between City and a Transferee shall only affect the portion of the Property owned by such Transferee. [INTENTIONALLY LEFT BLANK; SIGNATURES ON NEXT PAGE]
38 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
“OWNER”

EM RANCH OWNER LLC
a California limited liability company
By: __________________________
Mathew Dugally
Managing Member

OWNER’S SIGNATURES
[NOTE: If the OWNER is a corporation, it must
be represented by two individuals who shall
execute this Agreement on behalf of the
corporation as follows: (A) one from the
corporation's "Operational Group" (Chair of the
Board, President, or a Vice -President) and; (B)
one from the corporation's "F inancial Group"
(Secretary, Assistant Secretary, Chief Financial
Officer, Treasurer or Assistant Treasurer). A
resolution of the Board of Directors designating
one individual to sign the agreement on behalf of
the corporation will be accepted. See California
Corporations Code section 313. If the OWNER is
a limited liability company, limited liability
partnership, or partnership, then the managing
member of the LLC or the managing partner of the
LLP or partnership must sign the Agreement.]

39 “CITY”
CITY OF JURUPA VALLEY, a California
Municipal Corporation

___________________________________
Chris Barajas
Mayor

ATTEST:

_________________________________
Victoria Wasko, CMC
City Clerk

APPROVED AS TO FORM:

RICHARDS WATSON & GERSHON

_________________________________
Peter M. Thorson
City Attorney

City Draft: 8-28-23

A-1
12774-0179\2827875v12.doc

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

City Draft: 8-28-23

B-1
12774-0179\2827875v12.doc

EXHIBIT B

SITE MAP
City Draft: 8-28-23

C-1
12774-0179\2827875v12.doc

EXHIBIT C

TEMPLATE AGREEMENT FOR ACQUISITION OF PROPERTY GOVERNMENT CODE SECTION 66462.5

AGREEMENT PURSUANT TO GOVERNMENT CODE SECTION 66462.5
(___________________ PROJECT)
This Agreement for acquisition of real property pursuant to Government Code section 66462.5 is made and entered into as of ___________________, 20__, by and between EM Owner, LLC, a California limited liability company (“OWNER” hereinafter) and the CITY OF JURUPA VALLEY, a municipal corporation (“CITY” hereinafter). OWNER and CITY are referred to jointly below as “parties.” In consideration of the recitals of facts and purposes, the mutual covenants set forth in this Agreement and for the further consideration described in this Agreement, receipt of which is hereby acknowledged, the parties agree as follows:

1. Recitals. The parties hereto acknowledge and agree that this Agreement is made with respect to the following facts and purposes that each agrees to be true and correct.

A. On September 21, 2023, the City Council adopted Ordinance No. 2023-14 approving a Development Agreement between OWNER and CITY for the OWNER’s Project within the City (“Development Agreement”). The Development Agreement was recorded in the Official Records of Riverside County on _______________________, 2023 as Document No. ________________________. All capitalized terms in this Agreement shall have the same definitions as described in the Development Agreement, including, without limitation, Property, Project, and Project Approvals.

B. To facilitate the orderly development of the Project through the Project Approvals on the Property the OWNER will be required to construct certain Public Improvements.

Satisfaction of such conditions of the Development Approvals, however, involves real property that is neither owned by OWNER or CITY (the “Off-Site Property” hereinafter). A legal description and map depiction of the Off-Site Property required to satisfy the condition of approval is attached hereto as Exhibit 1, and incorporated herein by this reference as though set forth in full.

C. Pursuant to California Government Code section 66462.5 and Section 4.9 of the Development Agreement, when a condition of a subdivision map approval or a development agreement requires the installation or construction of improvements on Off-Site Property not owned or controlled by the OWNER, and title cannot be obtained by negotiated purchase, a city is required to commence proceedings to acquire Off-Site Property by eminent domain or such off-site improvement conditions will be waived. Pursuant to said section 66462.5, a city and an OWNER may enter into an agreement to allocate the costs and responsibilities for acquisition of such Off-Site Property.

D. OWNER has recorded or intends to record Tract Map No. ________ and, under a separate subdivision improvement agreement, has agreed (and posted security) to undertake and C-3

complete all required public improvements set forth in _______________________, including _________________________________ said Off-Site Property, following recordation of Tract Map No. ________.

E. CITY has been provided credible evidence that OWNER has made a good faith effort to acquire the Off-Site Property but has been unable to do so by negotiated purchase; F. California Government Code Section 40404 and California Code of Civil Procedure Sections 1230.010 et seq. authorizes CITY to acquire by eminent domain any and all property necessary for ________________________ purposes; G. The CITY must comply with Relocation Assistance Act, Government Code Sections 7260 et seq., and the Eminent Domain Law, Code of Civil Procedure Sections 1230.010 et seq., and their implementing regulations, in acquiring property for public improvements (“Public Land Acquisition Statutes”).

H. To facilitate the satisfaction of the condition of approval, CITY and OWNER now mutually desire to enter into this Agreement under Government Code Section 66462.5 concerning acquisition of the Off-Site Property and to allocate responsibility between the respective parties; and
I. This Agreement is solely made in furtherance of the authority granted under Government Code Section 66462.5 and Section 4.9 of the Development Agreement. The parties recognize that CITY cannot exercise its power of eminent domain until all legally required preconditions under the Land Acquisition Statutes, including a Resolution of Necessity have been lawfully adopted by the City Council of the CITY pursuant to law. This Agreement is neither a commitment nor an announcement of an intent by CITY to acquire any or all of the Off-Site Property that may be identified in this Agreement. In the event CITY elects to commence an action after the required public hearing on the Resolution of Necessity, then CITY shall cause the eminent domain action for the acquisition of the specified interest or interests (whether fee, leasehold or otherwise) in and to the Off-Site Property to be filed and expeditiously processed to completion by and through the use of CITY’s power of eminent domain.

2. CITY Acquisition of Off-Site Property. Subject to OWNER’s timely and continuous performance of all elements of this Agreement and the Development Agreement, CITY shall cause an action pursuant to the Land Acquisition Statutes to be pursued to completion for the acquisition of the Off-Site Property using legal counsel and consultants of CITY’ reasonable selection. OWNER agrees CITY’s selected legal counsel is not representing OWNER in any capacity and further that OWNER is not a third party beneficiary under the engagement agreement between CITY and CITY’s selected legal counsel.

3. OWNER Responsible for All Costs of Acquisition. OWNER shall solely responsible for all Off-Site Property acquisition costs, which shall include, but not be limited to, the costs of title reports and/or litigation guarantees, litigation expenses, court costs, attorneys’ fees, deposits necessary to take immediate possession of any such interest, deposits reflecting verdicts as to the value of any such interest necessary to obtain any final order or orders of condemnation, any sum paid as and for a settlement of any suit filed by CITY pursuant to this C-3

Agreement, payments for land and improvements on the land, severance damages, fixtures and equipment payments, payments for loss of business goodwill, relocation benefits, precondemnation damages, relocation expenses, abandonment damages, Off-Site Property Owners’ statutory costs and litigation expenses authorized by the Eminent Domain Law, codified as Code of Civil Procedure Section 1230.010, et seq. (Eminent Domain Law), Public Land Acquisition Statutes and any and all fees, costs and expenses arising from or related to any of the foregoing items, actions, and proceedings. No settlement of an action brought by CITY to acquire Off-Site Property or arising from CITY’s action(s) shall be effective without OWNER first providing its written approval thereof to CITY, which approval shall not be unreasonably withheld.

4. Limitations on City’s Ability to Acquire Off-Site Property; Time Waiver. The parties hereto recognize that if the City Council, in its discretion, adopts a Resolution of Necessity and authorizes the filing of an eminent domain proceeding, the City may not be able to obtain the fee title to the Property within the time set forth in Government Code section 66462.5 and in recognition of this potential circumstance the parties hereby waive the time requirements for action by the City set forth in Government Code Section 66462.5.

5. Deposit of Costs. Concurrently with the execution of this Agreement by CITY, OWNER shall deliver to CITY the sum of _______________ Thousand Dollars ($_______.00).

CITY agrees to deposit said sum in a separate CITY account (“Acquisition Fund”) and to use the principal sum, and any interest earned thereon, in furtherance of satisfying the costs specified in this Agreement, other than the unsatisfied costs identified in this paragraph.

A. CITY shall, on a monthly basis, or as often as CITY deems necessary, provide OWNER with an accounting of disbursements from the Acquisition Fund established pursuant to paragraph 5, above. In the event disbursements reduce the balance of the fund to Five Thousand Dollars ($5,000.00) or less, OWNER, within five (5) business days following a written request of CITY, shall deliver to CITY such additional monies as are necessary to maintain the balance in the Acquisition Fund at ___________ Thousand Dollars ($______________.00).

B. In addition to its deposits to the Acquisition Fund, OWNER agrees to deliver to CITY, promptly upon demand by CITY, the entire amount CITY determines is required by the Eminent Domain Law (“Deposit Amount”), which amount CITY will deposit under Code of Civil Procedure sections 1255.010, et seq. if CITY and OWNER agree that CITY should seek prejudgment possession of the Off-Site Property. If the City’s expert valuation witness determines at the date of exchange of valuation data under Code of Civil Procedure section 1258.220 that the fair market value of the Off-Site Property is higher than the Deposit Amount, OWNER shall deliver this additional amount to CITY upon five (5) business days written notice by CITY or as ordered by any court of competent jurisdiction. CITY shall promptly deposit this additional amount with the Court.

C. If for any reason OWNER fails to maintain the Acquisition Fund balance referenced in subparagraph 5.A., or fails to provide the monies as required by subparagraph 5.B, CITY may utilize and draw down all or any portion of the improvement security deposited pursuant to the separate subdivision improvement agreement to pay any of the costs and expenses referenced herein for acquisition of the Off-Site Property. CITY shall not commence C-3

any activity under or in furtherance of this Agreement until OWNER provides CITY and CITY agrees with and approves a written acknowledgment from both the OWNER and the person, firm, or entity who has provided the referenced security that: (i) the CITY may make demand on the security for the purposes described in this Agreement; (ii) the surety will promptly pay such monies to CITY upon CITY’s demand and (iii) the amount of the security deposit is adequate to fund both the anticipated physical improvements under the map and the anticipated costs of acquisition pursuant to this Agreement.

D. When any eminent domain action which was commenced pursuant to this Agreement is concluded, CITY shall remit to OWNER the balance of the Acquisition Fund within sixty (60) days after full payment of just compensation, costs and all applicable litigation expenses have been made to Off-Site Property Owners. Additionally, CITY shall expeditiously withdraw any funds remaining on deposit with the Court and disburse the same to OWNER once a final order of condemnation or a dismissal of the eminent domain action is entered by the Court.

6. OWNER Acquisition of Property. If OWNER should independently acquire all or any portion of the Off-Site Property by negotiated purchase after an eminent domain action is filed by the CITY, OWNER shall immediately notify CITY of the acquisition. After OWNER obtains fee title to the subject interest CITY shall move to abandon all or any unnecessary part of the action relating to the property acquired by negotiation. If a complete or partial abandonment is filed, OWNER shall bear any and all costs, expenses and/or damages related thereto, including, but not limited to, any condemnee’s recoverable costs and/or recoverable attorneys’ fees pursuant to Code of Civil Procedure Section 1268.610, et seq.

7. General
A. Notices. Any and all notices, requests or other communications required or permitted to be given under this Agreement or by reason of this Agreement shall be in writing and shall be deemed to have been given when: (i) delivered in person or by courier or overnight delivery service; or (ii) five (5) business days after mailing, by certified or registered mail, return receipt requested, to the parties at the following addresses or any such other address or addresses as the parties may, from time to time, designate in writing in the manner herein specified:

CITY: CITY OF JURUPA VALLEY
8750 Limonite Avenue
Jurupa Valley, CA 92589
Attention: City Manager
With a copy to:

RICHARDS, WATSON & GERSHON
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071-3101
Attention: Mr. Peter M. Thorson, City Attorney

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To OWNER: EM Ranch Owner, LLC
484 S. San Vicente
Los Angeles, California 90048
Attn: Matthew Dugally

With a copy to: Fennemore Law
550 E. Hospitality Lane, Suite 350
San Bernardino, California 92408
Attn: Brent McManigal

B. Further Cooperation. Each party to this Agreement agrees to cooperate by performing any further acts and by executing and delivering any and all additional monies, items, or documents which may be reasonably necessary to carry out the terms and provisions of this Agreement, and each party to this Agreement agrees that it will not act in any manner whatsoever which would hinder, impede, interfere or prohibit or make more onerous or difficult the performance of the other party hereto under this Agreement.

C. Amendment. No amendment to this Agreement shall be effective unless first provided in writing and executed by the parties hereto.

D. No Agency or Joint Venture. The terms and provisions of this Agreement shall not cause the parties hereto or any of each parties’ agents, consultants, contractors or other providers of professional services to be construed in any manner whatsoever as partners, joint venturers or agents of each other in the performance of their respective duties and obligations under this Agreement, or subject either party to this Agreement to any obligation, loss, charge or expense of the other party to this Agreement.

E. Time of Essence. Time is expressly made of the essence of each and every provision of this Agreement.

F. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assignees.

G. Remedies. No remedy or election hereunder shall be deemed to be exclusive but shall, wherever possible, be cumulative with all other remedies at or in equity.

H. Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. Venue for any action arising directly or indirectly under this Agreement shall be in the Superior Court of Riverside County, California.

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IN WITNESS WHEREOF, the parties hereof have executed and entered into this Agreement as of the date set forth above.

CITY OF JURUPA VALLEY,
a municipal corporation

_______________________________
Rod B. Butler
City Manager

Attest:

_______________________________
Victoria Wasko, CMC
City Clerk

Approved As to Form:

_______________________________
Peter M. Thorson
City Attorney
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OWNER
________________________

____________________________
Name:

Title:

____________________________
Name:

Title:

OWNER’S SIGNATURES
[NOTE: If the OWNER is a corporation, it must be represented by two individuals who shall execute this Agreement on behalf of the corporation as follows: (A) one from the corporation's "Operational Group" (Chair of the Board, President, or a Vice -President) and; (B) one from the corporation's "Financial Group" (Secretary, Assistant Secretary, Chief Financial Officer, Treasurer or Assistant Treasurer). A resolution of the Board of Directors designating one individual to sign the agreement on behalf of the corporation will be accepted. See California Corporations Code section 313. If the OWNER is a limited liability company, limited liability partnership, or partnership, then the managing member of the LLC or the managing partner of the LLP or partnership must sign the Agreement.]

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EXHIBIT 1 TO OFF-SITE ACQUISITION AGREEMENT

LEGAL DESCRIPTION AND MAP DEPICTION OF THE OFF-SITE PROPERTY

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EXHIBIT D

TEMPLATE TRANSIENT OCCUPANCY TAX SHARING AGREEMENT

TRANSIENT OCCUPANCY TAX SHARING AGREEMENTS BETWEEN
THE CITY OF JURUPA VALLEY AND __________________________

THIS AGREEMENT is made and entered into as of _____________________ by and between the City of Jurupa Valley (“City”) and _______________________________, a ____________________ (“Developer”). In consideration of the mutual covenants set forth in this Agreement, the parties hereto agree as follows:

1. RECITALS. This Agreement is made with respect to the follow facts and for the following purposes, which each of the parties acknowledge and agree to be true and correct:

A. Developer proposes to build a hotel on property generally located at and described as Lot ____ of Map No. _____ in the Official Records of the County of Riverside (“Hotel Property”).

B. Developer’s proposed hotel will be an upper _____________ hotel with ____ rooms, a minimum room rental rate of $_____ per night and the following amenities:
_____________ (“Hotel”).

C. On September 21, 2023 the City of Jurupa Valley and EM Ranch Owner LLC entered into that certain “Development Agreement by and Between the City of Jurupa Valley and EM Ranch Owner LLC” recorded as Document No. _______________ in the Official Records of Riverside County (“Development Agreement”).

D. The Development Agreement pertains to the development of a mixed use project consisting of residential, commercial, hotel and industrial on the property described in the Development Agreement (“Project”).

E. Section 7.3 of the Development Agreement provides for Transient Occupancy Tax Sharing Agreements for hotels being developed as part of the Project.

F. The purpose of this Agreement and the intent of the parties is to implement the provisions of Section 7.3 of the Development Agreement.

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2. SUBSTANTIAL ECONOMIC BENEFITS TO THE CITY FROM THIS
TRANSIENT OCCUPANCY TAX SHARING AGREEMENT. The City further finds, determines and declares that a transient occupancy tax sharing agreement to provide economic assistance for qualifying hotels as described in this Agreement will promote the public health, safety, and welfare of the people in the City and will be of substantial economic benefit to the City based on the following:

A. The development of the Hotel will generate new short term and long term quality employment opportunities within the City. The Hotel will employ approximately 200 persons in the construction of the Hotel. The Hotel will generate direct long term employment for approximately 49 people within the within five (5) years from the issuance of a building permit for the Hotel.

B. The development of the Hotel will expand and enhance the City’s tax base through increased property values and consumer purchasing. The development of the Hotel will generate new property tax, transient occupancy tax, and sales tax revenues in the annual amount of approximately $1,000,000.00 within five (5) years from the issuance of a building permit for the hotel that will assist the City in funding public services for the residents and businesses within the City.

C. Development of the Hotel preserves and enhances the job/housing balance described in the City’s General Plan and various regional plans D. The development of the Hotel will develop new and expanded commercial and business opportunities within the City. The Hotel will serve as a catalyst for other commercial and business projects within the City as the Hotel will provide a necessary business infrastructure to support commercial and business operations. Developers are generally reluctant to invest in a community until they see that another project has been successful and so a successful commercial project will develop confidence among retail and business developers that the City is a viable community for successful development.

E. There is a substantial unmet demand for hotel rooms in the area surrounding the Hotel and the Hotel Property itself is a prime location for needed hotels.

F. The development of the Hotel will promote the stability and diversification of the City’s economy.

3. DEFINITIONS. As used in this this Agreement:

A. “Transient Occupancy Tax” shall mean the transient occupancy tax imposed by Chapter 3.35 of the Jurupa Valley Municipal Code as it currently exists or may hereafter be modified. The local transient occupancy tax shall not include: (i) Penalty assessments: (ii) any transient occupancy tax levied by, collected for or allocated to the State of California, the County of Riverside, or a district or any entity (including an allocation to a statewide or countywide pool) other than City; (iii) any administrative fee charged by the City for collection of the transient occupancy tax; (iv) any transient occupancy tax (or other funds measured by transient occupancy tax) required by the State of California to be paid over to another public entity (including the State) or set aside and/or pledged to a specific use other than for deposit into or C-3

payment from the City’s general fund; or (v) any transient occupancy tax reasonably determined by the City Manager to have been paid in error and determined to be subject to correction, adjustment or offset pursuant to an amended return or otherwise where the effect of the error, adjustment or amendment is to change the amount of sales tax attributable to taxable sales and allocated to the City.

B. “Qualified Hotels” shall mean hotels meeting the following qualifications that shall be eligible to receive Transient Occupancy Tax Sharing Funds pursuant to Section 7.3 of the Development Agreement:
1) Minimum of one hundred sixty (160) rooms;
2) Minimum average daily room rate room rental of one hundred ninety dollars ($190) per night (in 2023 dollars) that shall automatically increase annually on July 1 by the percentage change in the Consumer Price Index (All Urban Consumers; Riverside-San Bernardino-Ontario); and
3) STR class of upper upscale, upscale, or upper midscale hotel (including, but not limited to, hotels such as Holiday Inn Express, Embassy Suites, Springhill Suites, Country Inn & Suites, Hyatt Place, Hampton Inn, Ayres Hotel, Fairfield Inn & Suites, and similar hotel brands).

4. TRANSIENT OCCUPANCY TAX SHARING.

A. City shall provide up to a maximum of five hundred ninety nine thousand five hundred ninety nine dollars ($599,000.00) in Transient Occupancy Tax Sharing Funds for the Hotel pursuant to this Agreement.

B. Hotel shall receive a payment from the City in an amount equal to the Transient Occupancy Taxes actually received by the City within the previous calendar quarter from the Hotel. The payment shall be made within sixty (60) days the end of each calendar quarter on July 1, October 1, January 1 and April 1 of each year until the maximum Transient Occupancy Tax Sharing Funds are exhausted.

C. The Hotel shall not receive Transient Occupancy Tax Sharing payments pursuant to this Section 4 unless the City certifies that the following conditions precedent have been fulfilled:
1) The Hotel is in compliance with all applicable federal, state and local laws, ordinances and regulations;
2) There are no pending administrative code compliance actions or public nuisance litigation case(s) pending against the business; 3) There is no litigation (including administrative actions) pending between the City and the business in which the City and the business are adverse; and C-3

4) All City tax payments, assessments, or obligations to the City and outstanding penalties and interest, including but not limited to, Community Facilities District special taxes, transient occupancy taxes, sales taxes, property taxes, and contributions pursuant to this Agreement and the Project Approvals, and have been fully paid in accordance with the terms under which they were established.

5. FINDINGS CONCERNING INAPPLICABILITY OF PREVAILING WAGES.

A. Labor Code Section 1720(c)(3) provides that:
“(c) Notwithstanding subdivision (b), all of the following apply:
(3) (A) If the state or a political subdivision reimburses a private developer for costs that would normally be borne by the public, or provides directly or indirectly a public subsidy to a private development project that is de minimis in the context of the project, an otherwise private development project shall not thereby become subject to this chapter.
(B) (i) For purposes of subparagraph (A), a public subsidy is de minimis if it is both less than six hundred thousand dollars ($600,000) and less than 2 percent of the total project cost. (ii) Notwithstanding clause (i), for purposes of
subparagraph (A), a public subsidy for a project that
consists entirely of single-family dwellings is de minimis if it is less than 2 percent of the total project cost.
(iii) This subparagraph shall not apply to a project that was advertised for bid, or a contract that was awarded, before July 1, 2021.”
B. The City finds and determines that the economic development subsidies for the Hotel in Section 4 is both less than six hundred thousand dollars ($600,000.00) and less than two percent (2%) of the total Project cost
C. Therefore, based on the above findings, the City and Developer have determined that prevailing wages are not required to be paid on the private improvements for the Project in accordance with to Labor Code Section 1720(c)(3).

D. Developer hereby represents to City that it understands and acknowledges the economic development subsidies pursuant to Section 4 of this Agreement and the potential impact on the application of prevailing wages to the Project. Accordingly, Developer on behalf of itself and its successors in interest, hereby expressly and knowingly waives their respective rights under Labor Code Sections 1726 and 1781 to seek recovery against the City of any prevailing wage liabilities they may incur based upon this Agreement. Developer hereby warrants and represents to City that it has either consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the prevailing wage issues described herein C-3

and the provisions of the California Civil Code section 1542, which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Developer hereby acknowledges that it may have claims which are presently unknown and unsuspected, and such claims in the future. Nevertheless, Developer hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waive any and all rights which they may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect.

Developer’s initials: ___________________.

6. GENERAL.

A. Notices. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service with return receipt or affidavit of delivery, (ii) delivery by a reputable document delivery service, such as, but not limited to, FedEx, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by a written notice provided in accordance with this Section. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

To City: City of Jurupa Valley
8930 Limonite Avenue
Jurupa Valley, California 92509
Attention: City Manager

With a copy to: Peter M. Thorson, Esq.

Richards, Watson & Gershon
350 S. Grand Ave., 37th Floor
Los Angeles, CA 90071

To: Developer:

With a copy to:

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B. Entire Agreement, Modifications. Except for the Development Agreement, this Agreement and the documents referenced herein contain the complete expression of the whole agreement between the parties with respect to the obligations set forth herein, and there are no promises, representations, agreements, warranties or inducements, either expressed verbally or implied, except as are fully set forth herein. This Agreement cannot be enlarged, modified, or changed in any respect except by written agreement between the parties.

No alteration, supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto.

C. Applicable Law/Venue. This Agreement shall be deemed to have been entered into and shall, in all respects, be interpreted, construed, enforced and governed by and under the laws of the State of California. The venue of any legal action relating to this Agreement shall be in the Superior Court of California or U.S. District Court, as applicable, with jurisdiction over the County of Riverside.

D. Independent Advice of Legal Counsel. Each party acknowledges that it had retained independent legal counsel of its own choice to review this Agreement and that prior to the execution hereof each party has had the opportunity to review the terms of this Agreement with its counsel and is entering into this Agreement after such review.

E. Consent to Use and Release Transient Occupancy Tax Information.

Developer, on behalf of itself, any affiliate, and its successors and assigns, and to the extent such consent is required by any applicable legal provision, consents to the City's review, use and public release of Transient Occupancy Tax information relating to the Hotel and as otherwise required by this Agreement to the extent necessary for the City to fulfill its obligations under this Agreement.

F. Validity of Agreement. All parties agree that this Agreement is legal, valid and binding on each party and enforceable in accordance with its terms.

G. Binding on Successors. Except as further provided in this paragraph, this Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, assigns, executors and administrators.

H. Attorneys’ Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in that action or proceeding in addition to any other relief to which it or they may be entitled.

I. Time. Time is of the essence of this Agreement.

J. Force Majeure Delays. Nonperformance of any of the conditions or covenants herein by any party hereto shall be excused when performance is prevented or delayed by reason of any of the following forces reasonably beyond the control of such party: acts of God, strike, war, lockout, labor trouble, reasonable inability to secure materials or labor, unreasonable delay by a governmental entity in the issuance of any required governmental C-3

permit, license or approval, act of nature (including but not limited to hurricane, earthquake, windstorm, flood, wildfire, or other severe weather or environmental condition) insurrection, riot, casualty, acts of public enemy, governmental restrictions, litigation initiated by a party other than a party hereto or its affiliate, unreasonable acts or failures to act of any governmental agency or entity or unreasonable delays of any contractor, subcontractor or supplier. In such event, nonperformance shall be excused and the time of performance shall be extended only by the number of days the performance is delayed or prevented.

K. Authority to Execute this Agreement. The person or persons executing this Agreement on behalf of a party warrants and represents that he or she has the authority to execute this Agreement on behalf of the party and has the authority to bind that party to the performance of its obligations hereunder.

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

CITY OF JURUPA VALLEY,
a municipal corporation

_______________________________
Rod B. Butler
City Manager

Attest:

_______________________________
Victoria Wasko, CMC
City Clerk

Approved As to Form:

_______________________________
Peter M. Thorson
City Attorney
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DEVELOPER,
a _____________________

By:________________________________________
Name:

Title:

By:________________________________________
Name:

Title:

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STAFF REPORT
DATE: SEPTEMBER 21, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: ROD BUTLER, CITY MANAGER
BY: PAUL TOOR, DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
SUBJECT: AGENDA ITEM NO. 13.C

REJECTION OF BIDS FOR THE VAN BUREN WIDENING PROJECT

RECOMMENDATION

1. That the City Council reject bids for the Van Buren Widening Project From Limonite Avenue to the Santa Ana River bridge crossing, project #17-B.1, and authorize staff to re-advertise the project.

BACKGROUND
In 2017, City staff submitted the Van Buren Street Widening Project from Limonite to Santa Ana River Crossing (“project”) to the Western Riverside Council of Governments (“WRCOG”) for transportation uniform mitigat ion fee (“TUMF”) funding. TUMF is a regional program in Western Riverside County, which provides funding to member jurisdictions of WRCOG for transportation and transit infrastructure related projects.

WRCOG approved the project for funding and on December 21, 2017, the City Council approved a TUMF reimbursement agreement between WRCOG and the City.

The project entails widening Van Buren Boulevard from Limonite Avenue and the Santa Ana River bridge crossing, from four lanes to six lanes, while maintaining the existing raised center median. The scope includes construction of curb and gutter, grinding and overlaying the street, removing and reconstruction fences and retaining walls, striping, and adjusting the manholes and water valves to grade.

On April 17, 2023, a Notice Inviting Bids was published on PlanetBids, the City’s online web based procurement and bidding system, and the local newspaper, the Press Enterprise.

Formal bidding procedures were followed in accordance with the Public Contract Code.

Four (4) bids were received on June 20, 2023, and bids were opened soon after 2:00 p.m. with the following results:

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Bidder Total Amount

1. H & H General, Highland, CA $7,079,979.50

2. Nationwide Construction, Fountain Valley, CA $8,100,740.36

3. Sema Construction, San Diego, CA $9,137,952.33

4. Riverside Construction, Riverside, CA $9,145,900.00

WRCOG has set aside a sum of $5,525,000 for eligible project costs. Given the construction cost increases since 2017, there are insufficient funds available to complete the project.

ANALYSIS
Upon reviewing the bids for completeness, it was noted that all the bids significantly surpassed the Engineer’s Estimate of $5,057,610.60. Staff has initiated conversations with WRCOG to address the funding gap and is working with WRCOG to reprogram the funding from right-of-way dedication to the construction portion of the project.

Due to insufficient fund ing, staff is recommending the City C ouncil reject all bids and authorize staff to re-advertise the project. City staff will continue discussions with WRCOG to allocate additional funding and will review the scope of work for the project.

The project location map is attached for reference.

FINANCIAL IMPACT
There is no fiscal impact associated with rejecting the bids.

ALTERNATIVES

1. Do not reject the bids , provide additional funding and direct staff to award the project.

2. Provide alternative direction to Staff.
************************ SIGNATURES ON FOLLOWING PAGE *************************

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PROJECT LOCATION MAP

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120

STAFF REPORT
DATE: SEPTEMBER 21, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: ROD BUTLER, CITY MANAGER
BY: PAUL TOOR, DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
SUBJECT: AGENDA ITEM NO. 13.D

FIFTH AMENDMENT TO THE AGREEMENT FOR PROFES SIONAL

SERVICES BETWEEN THE CITY OF JURUPA VALL EY AND KIMLEY- HORN AND ASSOCIATES, INC. FOR THE TRAF FIC SIGNAL

INSTALLATION, AND STREET IMPROVEMENT ON PEDLEY AND
JURUPA PROJECT, CIP PROJECT NO. 16-C.2

RECOMMENDATION

1. That the City Council a pprove the Fifth Amendment to P rofessional Consultant Services between the City of Jurupa Valley and Kimley-Horn and Associates, Inc. and authorize the City Manager to execute the Amendment in substantially the form attached and in such final form as approved by the City Attorney.

BACKGROUND
On November 17, 2016, the City Council approved an agreement with Kimley -Horn and Associates, Inc. (“Kimley-Horn”) in the amount of $136,143.50 to perform the feasibility and design for several projects and one of the project s is the traffic signal coordination study and a signalization study for the Jurupa Road and Pedley R oad intersection. On August 16, 2018, the City Council approved the First Amendment, which added final traffic signal design services to Kimley-Horn’s scope with a not to exceed amount of $264,558.

After expanding the scope of work, Kimley -Horn needed more time to complete the design. On March 7, 2019, the City Council approved the Second Amendment, which extended the term through June 30, 2020.

Kimley-Horn completed the traffic signal design and the plans were included with the bid documents for the Jurupa/Van Buren Grade Separation Project (“Project”). Once construction began on the Project, Kimley-Horn was still needed to provide construction support services. At the December 2, 2021, City Council meeting, the Third Amendment was approved, which extended the term through December 31, 2022 . In addition to the

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Page | 2

term extension to provide construction support, the Third Amendment also increased the agreement amount to $324,438.

On February 2, 2023, the City Council approved the Fourth Amendment to the Agreement with Kimley-Horn, which extended the term through August 31, 2023, and increased the not-to-exceed amount to $339,367. The Fourth Amendment was necessary so that Kimley-Horn could continue to respond to contractor requests for information during the traffic signal installation.

ANALYSIS
The Union Pacific Railroad Company recently completed the railroad crossing at Pedley and Jurupa Road. During the reconstruction of the railroad crossing, the elevation of the railroad was elevated higher than the design grades. Due to the change in elevat ion, an engineer needs to reconstruct the roadway and re-design the intersection. The engineer will also need to review the drainage and ensure that the changes will not result in any potential ponding within the roadway south of the railroad.

The Project is still in the construction phase and Kimley -Horn continues to provide the necessary support for the traffic signa l/roadway improvement. With the changes in design, Staff requested Kimley-Horn submit a proposal for the anticipated additional work.

Kimley-Horn submitted a proposal for the additional work in the amount of $26,631. The proposed Fifth Amendment will the increase the not to exceed amount to $365,998 and will extend the term through June 30, 2024. The Fifth Amendment will also allow Kimley- Horn to complete the re-design of the intersection.

Continuity of staff on a project of this magnitude is essential in keeping the project moving forward. With the railroad crossing recently completed, the traffic signal installation and intersection improvements are anticipated to be completed by the end of June 2024.

FINANCIAL IMPACT
The funding for the project is available in the project account.

ALTERNATIVES

1. Do not approve Amendment No. 5

2. Provide alternate direction to Staff

************************** SIGNATURES ON FOLLOWING PAGE **************************

FIFTH AMENDMENT TO PROFESSIONAL CONSULTANT SERVICES
AGREEMENT BETWEEN KIMLEY-HORN AND ASSOCIATES, INC.

AND THE CITY OF JURUPA VALLEY FOR CONSTRUCTION

SUPPORT SERVICES FOR STREET IMPROVEMENT AND TRAFFIC

SIGNAL INSTALLATION ON PEDLEY AND JURUPA
This Fifth Amendment is made and effective as of September 21, 2023 between the City of Jurupa Valley, a municipal corporation (“City”) and Kimley-Horn and Associates, Inc., a California corporation ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. This Fifth Amendment is made with the respect to the following facts and purposes:

1.1 On November 17, 2016, the City and Consultant entered into that certain Agreement entitled “Agreement for Professional Consultant Services between the City of Jurupa Valley and Kimley-Horn and Associates, Inc. for Limonite Avenue Traffic Signal Coordination Study between Downey Street and Pedley Road and Jurupa Road/Pedley Road/UPRR Intersection Signalization Study in Jurupa Valley” (“Agreement”).

1.2 On August 16, 2018, the City and Consultant entered into that certain First Amendment to the original November 17, 2016 agreement. The original Agreement as amended by the First Amendment shall collectively be referred to as the “Agreement.”

1.3 On March 7, 2019, the City and Consultant entered into that certain Second Amendment to the original November 17, 2016 agreement. The original Agreement as amended by the Second Amendment shall collectively be referred to as the “Agreement.”

1.4 On December 2, 2021, the City and Consultant entered into that certain Third Amendment to the original November 17, 2016 agreement. The original Agreement as amended by the Third Amendment shall collectively be referred to as the “Agreement.”

1.5 On February 2, 2023, the City and consultant entered into that certain Fourth amendment to original November 17, 2016 agreement. The original agreement as amended by the Fourth amendment shall collectively be referred to as “Agreement.”

1.6 The parties now desire to amend the Agreement as set forth in this Amendment.

2. Section 1, Term, of the Agreement is hereby amended to read as follows:

“1. Term

This Agreement shall commence on November 17, 2016, and shall remain and continue in effect until tasks described are completed in accordance with the Scope of Services, but in no event later than June 30, 2024, unless sooner terminated pursuant to the provisions of the Agreement.”

3. Exhibit B, Payment Rates and Schedule of the Agreement, is hereby amended by adding to the section thereof:

3.1 Additional Budget Request #5 from Kimley-Horn and Associates, Inc. dated August 9, 2023, as attached.

4. Section 4A, Payment, of the Agreement is hereby amended to read as follows:
“4. Payment
A. The City agrees to cause Consultant to be paid monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This amount shall not exceed three hundred sixty five thousand nine hundred ninety eight dollars ($365,998.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement.”
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed and executed personally or on its behalf by its duly authorized representative.

KIMLEY-HORN AND ASSOCIATES, INC.

By:

Name:

Title:

By:

Name:

Title:

[SIGNATURES OF TWO CORPORATE OFFICERS OR CORPORATE AUTHORITY RESOLUTION REQUIRED]

CITY OF JURUPA VALLEY
A California Municipal Corporation

Rod Butler, City Manager
City of Jurupa Valley, California

ATTEST:

VICTORIA WASKO
City Clerk

APPROVED AS TO FORM:

PETER M. THORSON
City Attorney

kimley-horn.com 1100 W. Town and Country Road, Suite 700, Orange, CA 92868 714 939 1030

August 9, 2023
By email
Mr. Kahono Oei
City of Jurupa Valley – Department of Public Works
8930 Limonite Avenue
Jurupa Valley, CA 92509

RE: Additional Budget Request #5 – Pedley Road at Jurupa Road At-Grade Crossing Construction Support

Dear Mr. Oei:

Kimley-Horn and Associates, Inc. (Kimley-Horn) is pleased to submit this additional budget request to the City of Jurupa Valley (City) to continue to provide construction support services related to the Pedley Road and Jurupa Road Intersection Improvement Project (Project). Our project understanding, scope of services and fee to perform these services are below.

Project Understanding
The City of Jurupa Valley previously retained Kimley Horn to prepare the design plans to signalize the intersection of Pedley Road and Jurupa Road, along with, the at-grade rail crossing (USDOT Crossing ID #810981E) across the south leg of the intersection. The intersection is along the detour route for the Jurupa Road Grade Separation Project and construction for the improvements at Pedley Road and Jurupa Road will be completed as part of the grade separation project. Kimley-Horn is currently providing construction phase support for the Project. The additional budget will allow us to continue to provide those services.

Scope of Services
Kimley-Horn will provide the following tasks:

Task 1: Construction Phase Support
Kimley-Horn will assist the City during the construction phase by responding to contractor’s RFIs and submittals, and providing clarifications to the extent budgeted. Changes in the overall design concept are not anticipated. This task is for construction phase support services from May to November 2023 for the Pedley Road at Jurupa Road at-grade crossing related work only.

Our additional scope assumes the following: up to RFIs, review up to three submittals, one field observation and attendance at bi-weekly meetings for the Jurupa Road Grade Separation project. We will prepare record drawings by updating the approved design drawings based on one set of redline markups provided by the contractor, project inspector or City staff. Independent verification of as-built drawings is not included in this scope. Significant deviations from the original design documents are not accounted for in this scope. The purpose of the record drawings is to create a deliverable that will represent the built condition for the City’s records as recorded by the Contractor.

Mr. Kahono Oei
August 9, 2023

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Jurupa Valley City CouncilSeptember 21, 2023

Jurupa Valley City Council
September 21, 2023