Agenda packet, first session — Menifee City Council, February 21, 2024 (part 5 of 10)

and location of buildings will be determined at the tentative tract map and plot plan approval stages of the development process.

1. Development in the Business Park and Commercial Business Park Planning Areas 10, 11, and 12 shall not exceed 5,510,00 square feet of building space combined.

2. The development of more building space in Planning Areas 10, 11, 12 above the target amount of building space specified for that Planning Area in Table 2A is permitted and may occur up to a 30% increase without need of a substantial conformance review or amendment to this Specific Plan, provided that the combined total square feet does not exceed 5,510,000 square feet and the FAR for any individual parcel does not exceed 0.60 FAR.

3. For commercial uses developed in Planning Area 12, the commercial building space shall count as double the square footage against the maximum allowed square footage in Planning Area 12. For example, if a 50,000 square foot commercial building is implement ed, it shall count as 100,000 square feet of the maximum building square footage permitted in Planning Area 12.

4. Development in Commercial Planning Area 13 shall not exceed 560,000 square feet of commercial building space. If Planning Area 13 is developed with less than 560,000 square feet of commercial building space, the remaining space may be transferred into Planning Area 12 without need of a substantial conformance review or amendment to this Specific Plan.

5. The development of a lesser amount of building space in Planning Areas 10, 11, 12, or 13 below the target amount of building space specified for th at Planning Area in Table 2A is permitted and may occur without need of a substantial conformance review or amendment to this Specific Plan.

7.3. Specific Plan Conformance Determinations and Specific Plan Amendments Modifications to this Specific Plan’s text and exhibits may be necessary to accommodate proposed implementing development projects. Changes to the adopted Specific Plan shall be classified by the Community Development Director as either a Substantial Conformance Determination or Specific Plan Amendment . The applicant shall submit a detailed justification explaining why a Substantial Conformance Determination or Specific Plan Amendment is warranted and any application or necessary fees exhibits deemed necessary by the Community Development Director.

Substantial Conformance
A Substantial Conformance application may be approved by the Community Development Director with input from relevant departments. Substantial conformance allows for the administrative Item Title: 10.5
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approval and interpretation of minor modifications to the Specific Plan text, graphics, and/or project design that do not change the meaning or intent of the Specific Plan. Through the review and approval process, an implementing project may be found in substantial conformance with the provisions of this Specific Plan and may be approved, conditionally approved, or denied by the Director under the circumstances listed below. The Community Development Director shall also have the discretion to refer any such request for substantial conformance to the Planning Commission for interpretation and action. Items of Substantial Conformance include, but not limited to the following:
 Simple edits or clarifications to text, graphics, or figures that do not change the meaning or intent of the Specific Plan.

 A modification of the project design including minor adjustments to Planning Area boundaries that does not alter the intent of the Specific Plan, that improves circulation, protects topographic features, minimizes grading, improves drainage, or improves infrastructure.

 Shifts in internal road right-of-way alignments, widths, streetscape amenities, and access points that would not substantially alter the land use or circulation system set forth in this Specific Plan with approval from the Director of Public Works.

 Changes to the locations and sizes of infrastructure systems, including drainage, grading, water, and wastewater plans that would not substantially alter the plans set forth in this Specific Plan, provided the changes can be supported by technical studies reviewed and approved by the city.

 Modifications of design elements such as paving treatment, colors, architectural details, signs, landscape, fencing, lighting, and entry treatments as long as the Community Development Director finds the change to be compatible with the intent of the Specific Plan and/or previous developments/approvals in the MVSP area.

 Changes to the Phasing Plan provided that the Community Development Director determines that infrastructure is available and constructed to serve that phase and that any mitigation measures linked to that phase, location, or level of development are implemented.

 Increases in the number of residential units in any Planning Area that is more than 20% of the target number of dwelling units specified for that Planning Area in Table 2A provided that the density of the development does not exceed 24 dwelling units per acre (du/ac) and provided that shifts in the number of dwelling units between planning areas do not increase the maximum overall number of dwelling units (1,718) in the Specific Plan.

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 In the event the school site is developed in Planning Area 6, the reallocation of dwelling units from Planning Area 6 to Planning Areas 1 -5 provided that the above conditions related to increases in the number of residential units are met.

 Increases in the amount of business park square footage in any Planning Area that is more than 30% of the target amount of square footage for that Planning Area in Table 2A provided that the total amount of business park building space does not exceed 5,510,000 square feet.

 A land use that is not specifically discussed in this Specific Plan but that is similar in nature to those listed as allowable in the Specific Plan and does not increase intensity in any phase or Planning Area.

 Any changes to the Specific Plan that are required to respond to permit requirements of applicable state or federal agencies with jurisdiction over the Specific Plan will be deemed in substantial conformance with the Specific Plan and will not require an amendment so long as the purpose of such changes is the protection of natural resources.

Specific Plan Amendments
Amendments as defined in this Specific Plan, shall be processed according to the provisions of the City’s Zoning Code. An amendment, as defined in this Specific Plan, is any of the following:
• Changes to exhibits or text that alter the intent of the Specific Plan. • Changes to development standards and/or design guidelines, which, if adopted, would substantially change the physical character of the Specific Plan. • An increase in the permitted density of residential development above 24 dwelling units per acre (du/ac).
• A new type of land use that is not specifically discussed in this Specific Plan and that is not of the same intensity and character as those listed in this Specific Plan. • Any change that would trigger the preparation of a Supplemental EIR. • Changes in land use boundaries that result in an increase of more than the maximum allowable development potential, as analyzed in the certified EIR prepared for the MVSP.

7.4. Phasing Plan
The MVSP area is expected to be mass graded in one phase, with fine grading and implementing development to follow in three phases . Implementing Residential development is expected to commence in the southern portion of the MVSP area and move northerly in sequence. Implementing Business Park and Commercial Business Park development is expected to commence in the northern Item Title: 10.5
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portion of the MVSP area and move southerly in sequence. Commercial development along Highway 74 is anticipated as the third and final phase of development.

Given the size of the property, grading and implementing development activities in the MVSP area may occur concurrently. Various land uses may be under development at the same time and built - in response to market demands and according to a logical and orderly extension of roadways, public utilities, and infrastructure. Planning Areas may be developed out of the expected sequence, or in smaller increments, provided the required infrastructure and services are available at the time of development to provide adequate access to and from the MVSP community and ensure public health and safety.

Figure 7-1, Conceptual Phasing Plan, provides a conceptual phasing plan. Table 7A, Open Space Phasing Thresholds, provides conceptual timing thresholds for the open space planning areas. The exact timing of implementation and phasing for any Planning Area may vary based on a number of factors, including market and economic demands, as well as physical constraints or timing of infrastructure improvements. The final phasing for the development will be determined through future implementing projects and any phasing requirements specified in a Development Agreement that accompanies this Specific Plan.

The expected development sequence is as follows:

I. Phase 1:
a. Planning Areas 1 and 2 (Residential)
b. Planning Areas 7A, 7B, and 8A (Open Space- Recreation, Open Space- Conservation, and Greenbelts)
c. Planning Area 11 (Business Park)
d. Planning Area 12 (Commercial Business Park)
e. Residential Spine Street; Briggs Road (along Planning Areas 1, 7A, and 7B); Menifee Road (along Planning Area 11); McLaughlin Road; and Malaga Road (from Highway 74)
II. Phase 2:
a. Planning Areas 3, 4, 5 (Residential)
b. Planning Area 6 (School)
c. Planning Area 8B (Open Space-Greenbelt)
d. Planning Area 10 (Business Park)
e. Briggs Road (along Planning Areas 3 and 5) and Menifee Road (along Planning Area 10)
III. Phase 3:
a. Planning Area 9 (Public Facility)
b. Planning Area 13 (Commercial Retail)
c. Highway 74 and Menifee Road (Along Planning Area 9)
d. Pedestrian and Bike-Only Bridge

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Table 7A – Open Space Phasing Thresholds

PLANNING AREA TIMING
7A (Open Space – Recreation)
Prior to 275th Residential Building Permit, the property must be irrevocably offered for dedication to the City and the park plot plan approved by the City. Prior to 371st Residential Building Permit, park shall be constructed and fully operational. The park is required to be under construction prior to issuance of the first Business Park Building Permit.
7B (Open Space – Conservation) Not applicable to conservation land. 8A (Open Space – Recreation) The open space area is required to be constructed prior to the first Residential Certificate of Occupancy.
8B (Open Space – Recreation) The open space area is required to be constructed prior to issuance of the first Business Park Building Permit in Planning Area 10.

Paseos Between Business Park
and Residential Uses
Prior to issuance of any residential building permit within Planning Areas 2 or 4, any proposed paseo or landscape setback area adjacent to Planning Area 10 shall be complete. Furthermore, any proposed paseo or landscape setback area adjacent to Planning Area 10 shall be complete.

7.5. Financing Plan
Various techniques are available for financing the required improvements for the MVSP. A detailed financing plan should be prepared in order to successfully implement the improvements and programs outlined by the Specific Plan. Along with establishing specific goals and policies, the financing plan should analyze a series of methods to finance infrastructure and other improvements, recommend preferred alternatives, and develop a process for enacting financing methods.

The appropriate mechanism for implementing each improvement shall be tied to the construction schedule and established conditions of approval for implementing proj ects. The following is a summary of possible methods that could be used to finance Specific Plan improvements. There may be other sources available to finance improvement projects, such as special assessment districts, government grants, or various types of bonds not listed below.

Developer Funding
Certain onsite facilities and improvements are directly associated with various phases of development. It is reasonable to expect the developer, builder or property owner to pay all or a majority of the costs associated with these facilities and improveme nts in order to secure development rights. Onsite local streets, utility connections from main trunk/service lines, and drainage facilities are examples of facilities and improvements typically required concurrent with development and often funded by the developer or builder.

Special Assessment Districts
A special assessment district is a type of benefit district that requires a vote by the property owners to encompass a defined and limited geographic area. The city or other agencies may form collectively or individually, one or more special assessment district under one of several different statutory acts to construct public improvements, such as streets, storm drains, sidewalks, streetlights, Item Title: 10.5
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sewer facilities, parks landscape, and other similar capital facilities. The special assessment districts can issue bonds to finance those improvements and levy a special assessment to pay debt service on those bonds.

A special assessment district may fund improvements within the entire Specific Plan area or smaller areas in the Specific Plan where special improvements are constructed that directly benefit only certain property owners. Special assessment districts may o nly be used to pay for projects that are of specific and direct benefit to the property owner being assessed. The amount of the assessment must directly relate to the amount of benefit received by the property owner.

Landscaping and Lighting Districts (LLD)
Landscaping and Lighting Districts (LLD) may be used for maintenance and servicing of landscaping and lighting through annual assessments on benefiting properties. LLDs may also provide for maintenance of appurtenant features, including curbs, gutters, walls, sidewalks or paving, and irrigation or drainage facilities.

The Specific Plan area is currently within the boundaries of the Landscap ing and Lighting Maintenance District 89-1C (L&LMD 89-1C) and County Service Area (CSA) 145. However, the MVSP area will be detached f rom L&LMD 89 -1C and may annex into a maintenance CFD in lieu of the L&LMD to provide maintenance services to certain approved public improvements.

Community Facilities Districts (CFD)
The Mello-Roos Community Facilities Act of 1982 allows the creation of special districts authorized to levy a special tax and issue tax exempt bonds to finance public facilities and services. A community facilities district may be initiated by the legislative body or by property owner petition and must be approved by a 2/3 majority of property owners or registered voters (if there are more than 12 registered voters living in the area). Because there is no requirement to show special benefit, Mello- Roos levies may be used to fund improvements of general benefit, such as fire and police facilities, libraries, and parks, as well as improvement s that benefit specific properties. The provision also allows the reallocation of cost burdens to alleviate untenable burdens on specific properties.

Other Funding Sources
Other funding sources may be available to finance the various improvements associated with this Plan. Other sources include federal, state, regional, or local government grants, public agency construction, private developer coalitions, or various types of bonds not previously identified.

7.6. Maintenance Plan
Public and private improvements constructed within the MVSP shall be maintained through a combination of public and private entities as described Table 7B , Financing and Maintenance Plan.

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Table 7B provides a list of entity options that may fund and/or maintain facilities within the Specific Plan area; however, the ultimate maintenance entity for each facility will be determined by the MVSP’s Development Agreement. A Homeowners Association (H OA) shall be established for the maintenance of common area landscape improvements and private roadways within the residential areas of the MVSP. Owners within the Commercial -Business Park and Business Park area shall be responsible for the maintenance of common area landscape improvements and private roadways within the commercial business park and business park areas of the MVSP. For areas in public ownership (such as public roadway ROWs), municipal maintenance districts may fund the maintenance of these areas.

Common areas identified in the Specific Plan shall be owned and maintained as follows:
• A permanent master maintenance organization shall be established for the Specific Plan area, to assume ownership and maintenance responsibility for all common recreation, open space, circulation systems, and landscaped areas. Separate maintenance organizations may or may not be established for the Business Park and Commercial -Business Park areas separate and apart from the rest of the Specific Plan area including the Residential planning areas. The organization(s) may be public or private and more than one entity and/or sub - associations/cost centers involved. A merger with an area- wide or regional organization will satisfy this standard provided that such organization is legally and financially capable of assuming the responsibilities for ownership and maintenance. If the organization is a private association, then neighborhood associations may be established for each residential development, as needed, and such associations may assume ownership and maintenance responsibilities for neighborhood common areas.

• Unless otherwise provided for in these standards, common areas shall be conveyed to the maintenance organization as implementing development is approved or any subdivision is recorded.

• The maintenance organization shall be determined prior to or concurrent with recordation of any final subdivision map.

• All public roadways within the MVSP area will be designed and constructed to standards stated in this Specific Plan and will be entered into the City system of roads for operation and maintenance as approved by the City Council.

• Any private roads or accesses will be maintained by an association or other public/private entity.

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• Roadway landscap e within the right -of-way (such as the enhanced parkways), any hardscaping outside of any roadway right -of-way, shall be maintained by a public/private entity or other master association.

• All landscape within raised medians on public roadways shall be maintained by Caltrans for Highway 74 and the City of Menifee for Briggs Road, McLaughlin Road, Menifee Road, and internal public roadways.

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Table 7B – Financing and Maintenance Plan

SERVICE OR FACILITY PARTY RESPONSIBLE

FOR CONSTRUCTION

PARTY RESPONSIBLE

FOR FINANCING

PARTY RESPONSIBLE FOR

ONGOING MAINTENANCE

AND REPAIRS
Highway 74
Pavement and Curbs Master Developer
TUMF + Developer Fee
Credits or Master
Developer
Caltrans
Center Median Master Developer
TUMF + Developer Fee
Credits or Master
Developer
Caltrans
Landscaping + Lighting Master Developer
TUMF + Developer Fee
Credits or Master
Developer
City CFD
Sidewalk Master Developer
TUMF + Developer Fee
Credits or Master
Developer
City CFD
Entry Signage Master Developer Master Developer Planning Area 13 Owner Briggs Road, Menifee Road, Malaga Road, McLaughlin Road, and Interior Public Roads Pavement and Curbs Master Developer Master Developer or City CFD City
Center Median Master Developer Master Developer or
City CFD City CFD
Landscaping + Lighting Master Developer Master Developer or City CFD City CFD
Sidewalk Master Developer Master Developer or
City CFD City CFD
Trails outside of the Public
ROW Master Developer Master Developer City CFD
Entry Signage Master Developer Master Developer HOA or Business Park Owners
Private Roads and Drive Aisles
Pavement and Curbs Master Developer Master Developer or Builder
HOA or Business Park
Owners
Landscaping + Lighting Master Developer Master Developer or Builder
HOA or Business Park
Owners
Sidewalk Master Developer Master Developer or
Builder
HOA or Business Park
Owners
Public and Private Parks and Recreation
Planning Areas 7A and 7B –
Public Sports Park and
Granite Hill
Master Developer
Master Developer and
City of Menifee City
Planning Areas 8A and 8B –
Greenbelts Master Developer Master Developer City CFD
Pedestrian and Bike-Only
Bridge over the Railroad
Tracks
Master Developer Master Developer City CFD
Any Private Recreation
Center(s) in Planning Areas
1-5
Master Developer Master Developer HOA
Any Agri-Commercial Areas
in Planning Areas 5 and/or
13 Master Developer or
Builder
Master Developer or
Builder Builder/Operator
Any Dog Park in Planning
Areas 1-6 Master Developer Master Developer HOA
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SERVICE OR FACILITY PARTY RESPONSIBLE

FOR CONSTRUCTION

PARTY RESPONSIBLE

FOR FINANCING

PARTY RESPONSIBLE FOR

ONGOING MAINTENANCE

AND REPAIRS
Any Greenbelts in Planning
Areas 1-6 Master Developer Master Developer HOA
Public Facilities
Stormwater Drainage
Facilities
Master Developer Master Developer City CFD, RCFCWCD, or Business Park Owners
Shared Detention/Water
Quality Basins
Master Developer Master Developer City CFD, HOA or
Business Park Owners
Private Lot Detention/Water
Quality Basins
Builder Builder Private Property Owner
Sewer Facilities Master Developer Master Developer EMWD Water Facilities Master Developer Master Developer EMWD Planning Area 9 Public
Facility - Civic Node City City City
Any Public Elementary
School in Planning Areas 1-6
Romoland School
District
Romoland School
District
Romoland School
District
Private Facilities
Residential Front Yard and
Corner Side Yard Landscape
– Single Family Lots
Builder Builder Homeowner or HOA
Residential Rear Yard
Landscape – Single Family
Lots
Homeowner Homeowner Homeowner
All Landscape – Multi-Family
Residential Builder Builder Owner or HOA
All Landscape – Business
Park and Commercial-
Business Park areas
Builder Builder Owner or Tenant

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Appendix A
General Plan
Consistency

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A – General Plan Consistency Analysis

Applicable Policies Menifee Valley Specific Plan Consistency Analysis
Land Use Element
Goal LU 1: Land uses and building types that result in a community where residents at all stages of life, employers, and visitors have a diversity of options where they can live, work, shop, and recreate within Menifee.

Policy LU 1.2: Provide a spectrum of housing types that match the jobs in the City and make it possible for people to live and work in Menifee and maintain a high quality of life.

Consistent: The proposed Project, through project
design features (SP Section 4.6) and compliance with
laws and/or mitigation measures, proposes a
spectrum of housing types from Low Medium Density
Residential to High Density Residential in close
proximity to the proposed jobs producing land uses
proposed on the Project site.

Policy LU 1.4: Preserve, protect, and enhance established rural, estate, and residential neighborhoods by providing sensitive and well-designed transitions between these
neighborhoods and adjoining areas.

Consistent: The proposed Project, through project
design features (SP Section 5.4.1) and compliance
with laws and/or mitigation measures, proposes
compatible transitions between land uses on site and
adjacent neighborhoods.

Policy LU 1.7: Ensure neighborhood amenities and public facilities are distributed equally throughout the City.

Consistent: The proposed Project, through project
design features (SP Section 3) and compliance with
laws and/or mitigation measures, proposes
neighborhood amenities and public facilities
accessible to the site and surrounding areas which
include parks, recreational facilities, trails, bike trails, and a Civic Node.

Policy LU 1.8: Ensure new development is carefully
designed to avoid or incorporate natural features including washes, creeks, and hillsides.

Consistent: The proposed Project would preserve
Granite Hill and supplement it with recreational trails.

No development would occur in Planning Area 7B.
(SP Section 2.2)
Policy LU 1.10: Buffer sensitive land uses from major air pollutant emission sources, including freeways,
manufacturing, hazardous materials storage, and similar uses.

Consistent: The proposed Project, through project
design features (SP Section 4 and 5) and compliance
with laws and/or mitigation measures, sites certain
land use areas that are located away from proposed
sensitive land uses on site and in the vicinity of the
Project site. The Project is not within proximity to an existing freeway (I-215) or any existing hazardous air
polluting uses.

Policy LU 1.12: Implement the policies of the Housing
Element that promote a range of housing options, types and affordable housing units, that will enable the City to achieve its share of the RHNA.

Consistent: The proposed Project provides housing
at various densities (SP Section 2 and 4) which would
contribute to the City meeting its RHNA obligations.

Goal LU 3: A full range of public utilities and related services that provide for the immediate and long-term needs of the community.

Policy LU 3.1: Work with utility providers in the planning, designing, and siting of distribution and support facilities to comply with the standards of the General Plan and
Development Code.

Consistent: The proposed Project, to the greatest
extent possible through coordination with the City
and all applicable utility providers, would implement
project design features (SP Section 3) and comply
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with laws and/or mitigation measures pertaining to
distribution and support of utility providers.

Policy LU 3.5: Facilitate the shared use of right-of-way, transmission corridors, and other appropriate measures to minimize the visual impact of utilities infrastructure
throughout Menifee.

Consistent: The proposed Project, through project
design features (SP Sections 4, 5, & 6) and
compliance with laws and/or mitigation measures,
would comply with all applicable aesthetic
regulations meant to reduce visual impacts of utility
infrastructures.

Goal LU 4: Ensure development is consistent with the Riverside County Airport Land Use Compatibility Plan.

Policy LU 4.1: Ensure that land use decisions within the March Air Reserve Base areas of influence are consistent with applicable ALUCP. Comply with State law regarding projects subject to review by the Riverside County Airport Land Use Commission.

Consistent: The proposed Project, its project design
features, regulatory compliance measures, and/or
mitigation measures would be reviewed for
consistency with all applicable MARB ALUCP policies
prior to approval for construction. The Riverside
County Airport Land Use Commission released an
approval letter dated November 16, 2022, which
includes four conditions of approval. Refer to Section

4.9.7.5 in Hazards and Hazardous Materials section of
this Draft EIR.

Circulation Element
Goal C 1: A roadway network that meets the circulation needs of all residents, employees, and visitors to the City of Menifee.

Policy C 1.1: Require roadways to comply with federal, state, and local design and safety standards; meet the needs of multiple transportation modes and users; be compatible with the streetscape and surrounding land uses; and be
maintained in accordance with best practices.

Consistent: The proposed Project, through project
design features (SP Section 3.1 and Section 5) and
compliance with laws and/or mitigation measures,
would comply with all applicable roadway design
regulations prior to approval for construction.

Policy C 1.2: Require development to mitigate its traffic impacts and achieve a peak hour Level of Service (LOS) D or better at intersections, except at constrained intersections at close proximity to the I-215 where LOS E may be permitted.

Not Consistent: LOS was removed from CEQA as a
significance threshold in 2019; CEQA now considers
VMT the significance threshold for transportation
impacts. Nevertheless, the project was evaluated
against the City’s General Plan for consistency
regarding policies, including the LOS that the City
strives to maintain. The proposed Project would be
mostly consistent with the General Plan Street System.

However, even with payment of the Project’s fair
share for recommended intersection improvements,
existing or forecasted operational deficiencies cannot
be fully improved to an acceptable LOS the City
desires at several intersections because of right-of-
way constraints.

Refer to the Project Traffic Study in Appendix K-1 for
an in-depth analysis of LOS impacts and
improvements required (see Table 8.A) for
consistency or inability to meet with the aspirational
goals of this General Plan policy.

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Policy C 1.5: Minimize idling times and vehicle miles
traveled to conserve resources, protect air quality, and limit greenhouse gas emissions.

Consistent: The proposed Project, through project
design features (SP Section 4.7) and compliance with
laws and/or mitigation measures (Refer to Section 4.3
Air Quality and Section 4.17 Transportation and
Traffic), would comply with all applicable air quality
regulations during construction and operation to the
extent feasible. The Specific Plan sites commercial,
recreational, industrial, school, and pedestrian and
biking trails near on-site residential units, which
would reduce vehicle miles traveled.

Goal C 2: A bikeway and community pedestrian network that facilitates and encourages nonmotorized travel throughout the City of Menifee.

Policy C 2.1: Require on- and off- street pathways to comply with federal, state, and local design and safety standards; meet the needs of multiple types of users and meet ADA
guidelines; be compatible with the streetscape and
surrounding land uses; and be maintained in accordance
with best practices.

Consistent: The proposed Project is consistent with
the General Plan circulation system and, through
project design features (SP Section 3.2 and Section 5)
and compliance with laws and/or mitigation
measures, would not significantly affect
nonmotorized travel throughout the area. The
proposed Project includes bikeway and pedestrian
trails and sidewalks throughout the Project site. In
addition, a pedestrian/bike trail would connect to an
off-site bridge over the railroad line on the southern
perimeter to the Project site connecting the proposed
Project to the community of Heritage Lake.

Policy C 2.2: Provide off-street multipurpose trails and on- street bike lanes as our primary paths of citywide travel and explore the shared use of low-speed roadways for
connectivity wherever it is safe to do so.

Policy C 2.3: Require walkways that promote safe and
convenient travel between residential areas, businesses, schools, parks, recreation areas, transit facilities, and other key destination points.

Goal C 3: A public transit system that is a viable alternative to automobile travel and meets basic transportation needs of the transit dependent.

Policy C 3.2: Require new development to provide transit facilities, such as bus shelters, transit bays, and turnouts, as necessary.

Consistent: The proposed Project includes a Civic
Node that could site a potential passenger stop for
trains using the rail line (SP Section 2.2). The Project as proposed does not include the development of
bus turnouts; however, future development of the
Specific Plan along Menifee Road would require
consultation with the Riverside Transit Agency for
potential bus turnouts and facilities (SP Section 3.1.4).

Open Space and Conservation Element
Goal OSC 1: A comprehensive system of high-quality parks and recreation programs that meets the diverse needs of the community.

Policy OSC 1.1: Provide parks and recreational programs to meet the varied needs of the community residents and make these facilities and services easily accessible and affordable to all users.

Consistent: The proposed Project would develop
one public park, passive open space trails, and
recreational amenities along the community’s
greenbelts and the potential elementary school site
(SP Section 3 and 5).

Policy OSC 1.2: Require a minimum of five acres of public open space to be provided for every 1,000 city residents.

Consistent: The proposed Project would develop

29.8 acres of recreation and 14.7 acres of
conservation space (SP Section 2.2) which exceeds
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the City’s goal of five acres of public open space and
parks per 1,000 city residents. Refer to Sections 4.15
Public Services and 4.20 Recreation of this EIR.

Policy OSC 1.3: Locate and distribute parks and recreational facilities throughout the community so that most residents are within walking distance of a public open space.

Consistent: The proposed Project would develop a
public park and recreational facilities within walking
distance of on-site residents. Refer to Sections 4.15
Public Services and 4.16 Recreation of this EIR.

Policy OSC 1.4: Enhance the natural environment and
viewsheds through park design and site selection while
preserving sensitive biological, cultural, and historic resources.

Consistent: The proposed Project would preserve
Granite Hill as part of its conservation space area. The perimeter of the Specific Plan area would be
designed per project design features (SP Section 5).

Goal OSC 2: A comprehensive network of hiking, biking, and equestrian recreation trails that do not negatively impact the natural environment or cultural resources.

Policy OSC 2.1: Develop recreational trails for hiking, biking, and equestrian use throughout the city, making them, to the extent feasible, accessible to people of different
neighborhoods, ages, and abilities.

Consistent: The proposed Project proposes
recreational trails which would be accessible to the
city to the extent feasible (SP Sections 3 and 4). There are no equestrian trails proposed on the Project site.

Refer to Sections 3.0 Project Description and 4.16
Recreation of this EIR for discussion of proposed
trails.

Policy OSC 2.2: Locate and regulate recreational trails so that they do not negatively impact the city’s sensitive habitat, wildlife, natural landforms, and cultural resources.

Consistent: The proposed Project, through project
design features (SP Section 3.2, 4.10, and 5) and
compliance with laws and/or mitigation measures,
would ensure that the trails would not impact wildlife
habitat, natural landforms, and cultural resources.

Policy OSC 2.3: Recognize flood control facilities as
potential locations for recreational trails and pursue these opportunities in coordination with the Riverside County Flood Control and Conservation District.

Consistent: The proposed Project proposes
recreational trails within areas that have existing
easements for Riverside County Flood Control storm
drain facilities (SP Section 2.2).

Goal OSC 3: Undisturbed slopes, hillsides, rock outcroppings, and other natural landforms that enhance the City’s environmental setting and rich cultural and historical past and present.

Policy OSC 3.3: Encourage the use of clustered
development and other site planning strategies to facilitate the preservation of the city’s natural landforms, boulders, and rock outcroppings.

Consistent: The proposed Project, through project
design features (SP Section 6) and compliance with
laws and/or mitigation measures, would ensure
Granite Hill is preserved as natural open space.

Goal OSC 4: Efficient and environmentally appropriate use and management of energy and mineral resources to ensure their availability for future generations.

Policy OSC 4.1: Apply energy efficiency and conservation practices in land use, transportation demand management, and subdivision and building design.

Consistent: The proposed Project designs (SP
Sections 5 and 6) would comply with all applicable
energy conservation and alternative energy
regulations prior to approval for construction and
through operation. In addition, the Project site is not located in a State designated area for important
mining resources (MRZ-2 Zone). Refer to Section 4.12
Mineral Resources of this EIR.

Goal OSC 5: Archaeological, historical, and cultural resources are protected and integrated into the city’s-built environment.

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Policy OSC 5.1: Preserve and protect archaeological and historic resources and cultural sites, places, districts, structures, landforms, objects and native burial sites, traditional cultural landscapes and other features, consistent with state law and any laws, regulations, or policies which may be adopted by the city to implement this goal and
associated policies.

Consistent: Development of the MVSP would comply
with all application regulations regarding
archaeological, historical, and cultural resources that may be affected by the proposed Project to ensure
that no significant impacts would occur. For
additional information, see Sections 4.5 Cultural
Resources and 4.18 Tribal Resources of this EIR.

Policy OSC 5.3: Preserve sacred sites identified in consultation with the appropriate Native American tribes whose ancestral territories are within the city, such as Native American burial locations, by avoiding activities that would negatively impact the sites, while maintaining the confidentiality of the location and nature of the sacred site.

Goal OSC 6: High value agricultural lands available for long-term agricultural production in limited areas of the City.

Policy OSC 6.1: Protect both existing farms and sensitive uses around them as agricultural acres transition to more developed land uses.

Consistent: The City’s General Plan and the
Department of Conservation identify the Project site
as Farmland of Local Importance, which is not a
farmland category considered for the purposes of
determining potentially significant impacts under
CEQA. In addition, the existing Menifee Valley Ranch
SP designation for the site signifies the City’s intention of developing the MVSP area and not keeping the
existing Farmland of Local Importance designation on
the Project.

Goal OSC 7: A reliable and safe water supply that effectively meets current and future user demands.

Policy OSC 7.1: Work with the Eastern Municipal Water
District (EMWD) to ensure that adequate, high-quality
potable water supplies and infrastructure are provided to all development in the community.

Consistent: The proposed Project, through project
design features (SP Sections 2, 3, 7) and compliance
with laws and/or mitigation measures, would comply
with all applicable water usage regulations meant to
reduce water demand, including use of wastewater or
recycled water.

Policy OSC 7.2: Encourage water conservation as a means of preserving water resources.

Consistent: The proposed Project, through project
design features (SP Sections 3 and 5) and compliance
with laws and/or mitigation measures, would
coordinate with EMWD and other applicable
agencies to utilize water conservation techniques.

Policy OSC 7.3: Coordinate with the Eastern Municipal
Water District to educate the public on the benefits of water conservation and promote strategies residents and
businesses can employ to reduce their water usage.

Consistent: The proposed Project, through project
design features (SP Sections 3 and 5) and compliance
with laws and/or mitigation measures, would
coordinate with EMWD for the utilization of reclaimed
water for feasible applications on the Project site.

Policy OSC 7.4: Encourage the use of reclaimed water for the irrigation of parks, golf courses, public landscaped areas, and other feasible applications as service becomes available from the Eastern Municipal Water District.

Consistent: The proposed Project, through project
design features (SP Section 3.3) and compliance with
laws and/or mitigation measures, would coordinate
with EMWD for the utilization of reclaimed water for
feasible applications on the Project site including
parks and public landscape areas.

Policy OSC 7.5: Utilize a wastewater collection, treatment, and disposal system that adequately serves the existing and long-term needs of the community.

Consistent: The proposed Project, through project
design features (SP Section 3.4) and compliance with
laws and/or mitigation measures, would utilize a
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system that adequately serves the existing and long-
term needs of the community.

Policy OSC 7.6: Work with the Eastern Municipal Water
District to maintain adopted levels of service standards for sewer service systems.

Consistent: The proposed Project, through project
design features (SP Sections 3 and 5) and compliance
with laws and/or mitigation measures, would
coordinate with EMWD to maintain adopted levels of
service standards for sewer service systems. There are
no septic tank systems proposed as part of the
Project.

Policy OSC 7.7: Maintain and improve existing level of sewer service by improving infrastructure and repairing existing deficiencies.

Consistent: The proposed Project, through project
design features (SP Section 3.4) and compliance with
laws and/or mitigation measures, would maintain and
improve existing level of sewer service by improving
infrastructure and repairing existing deficiencies at
adjacent connections, if necessary.

Policy OSC 7.8: Protect groundwater quality by
decommissioning existing septic systems and establishing connections to sanitary sewer infrastructure.

Consistent: The proposed Project would connect to
existing sewer lines owned and maintained by
EMWD. The proposed Project would comply with all
applicable regulations regarding sewage treatment
systems during construction and through operation
of the proposed Project. There are no septic tank
systems proposed as part of the Project, nor are there
existing septic systems on the Project site.

Policy OSC 7.9: Ensure that high quality potable water
resources continue to be available by managing stormwater runoff, wellhead protection, and other sources of pollutants.

Consistent: The proposed Project, through project
design features (SP Section 3.3 and 3.5) and
compliance with laws and/or mitigation measures,
would comply with all applicable storm water
retention, discharge permits, and water supply
regulations during construction and through
operation of the proposed Project.

Policy OSC 7.10: Preserve natural floodplains, including Salt Creek, Ethanac Wash, Paloma Wash, and Warm Springs
Creek, to facilitate water percolation, replenishment of the natural aquifer, proper drainage, and prevention of flood damage.

Consistent: The proposed Project, through project
design features (SP Section 3.5, 5, and 7) and
compliance with laws and/or mitigation measures,
would facilitate water percolation, groundwater
recharge, and flood prevention through cooperation
with the City of Menifee, EMWD, the Riverside County
Flood Control District, and other agencies during
construction and through operation of the proposed
Project.

Policy OSC 7.11: Ensure that natural and cultural resources are protected and avoided while still maintaining important water goals.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would protect and avoid natural
and cultural resources while still maintaining
important water goals. Refer to Section 4.4 Biological
Resources, 4.5 Cultural Resources, and 4.18 Tribal
Resources in this EIR.

Goal OSC 8: Protected biological resources, especially sensitive and special status wildlife species and their natural habitats.

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Policy OSC 8.1: Work to implement the Western Riverside County Multiple Species Habitat Conservation Plan in
coordination with the Regional Conservation Authority.

Consistent: The Project site was determined to be
consistent with the applicable MSHCP and is not
within a Criteria Cell, Cell Group, Core, or Linkage.

Refer to Section 4.4 Biological Resources of this EIR
and the project biology report in Appendix D-5.

Policy OSC 8.2: Support local and regional efforts to
evaluate, acquire, and protect natural habitats for sensitive, threatened, and endangered species occurring in and
around the city.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would support efforts to
evaluate, acquire, and/or protect natural habitats for
sensitive, threatened, and endangered species
occurring in and around the city. Refer to Section 4.4
Biological Resources of this EIR.

Policy OSC 8.3: Partner with non-profit agencies at the local, regional, state, and federal level to fulfill the obligations of the MSHCP to preserve and protect significant biological resources.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would coordinate with agencies
to fulfill the obligations of the MSHCP for potential
impacts to biological resources. Refer to Section 4.4
Biological Resources of this EIR.

Policy OSC 8.5: Recognize the impacts new development
will have on the city's natural resources and identify ways to reduce these impacts.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would recognize potential
impacts on natural resources and would identify ways
to reduce these impacts. Proposed avoidance,
minimization, and/or mitigation measures are
discussed in Section 4.4 Biological Resources of this
EIR.

Policy OSC 8.7: Manage the recreational use of the city's unimproved open space areas for compatibility with sensitive biological resources as well as MSHCP Conservation Areas.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would preserve Granite Hill and
establish limited passive recreational trails around the natural slopes (SP Section 3).

Goal OSC 9: Reduced impacts to air quality at the local level by minimizing pollution and particulate matter.

Policy OSC 9.1: Meet state and federal clean air standards by minimizing particulate matter emissions from construction activities.

Consistent: The proposed Project would comply with
all applicable air quality regulations during
construction and operation and would mitigate
impacts to the extent feasible. For additional
information, see Section 4.3 Air Quality of this EIR.

Policy OSC 9.2: Buffer sensitive land uses, such as
residences, schools, care facilities, and recreation areas from major air pollutant emission sources, including freeways, manufacturing, hazardous materials storage, wastewater
treatment, and similar uses.

Policy OSC 9.3: Comply with regional, state, and federal standards and programs for control of all airborne pollutants and noxious odors, regardless of source.

Policy OSC 9.4: Support the Riverside County Regional Air Quality Task Force, the Southern California Association of Government's Regional Transportation Plan/Sustainable
Communities Strategy, and the South Coast Air Quality
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Management District's Air Quality Management Plan to
reduce air pollution at the regional level.

Policy OSC 9.5: Comply with the mandatory requirements of Title 24 Part 1 of the California Building Standards Code (CALGreen) and Title 24 Part 6 Building and Energy Efficiency Standards.

Community Design Element
Goal CD 1: A unified and attractive community identity that complements the character of the City’s distinctive communities.

Policy CD 1.1: Enhance the city's identity through the use of distinct city graphics, such as the city seal, in the design of gateways, street signs, city signage, public facilities and public gathering spaces, and other areas where appropriate.

Consistent: The proposed Project, through project
design features (SP Sections 4 and 5) and compliance
with laws and/or mitigation measures, would comply
with all aesthetic regulations pertaining to the use of distinct city graphics for signage where appropriate,
prior to approval for construction.

Policy CD 1.2: Support the development and preservation of unique communities and rural and suburban neighborhoods in which each community exhibits a special sense of place and quality of design.

Policy CD 1.3: Strengthen the identity of individual
neighborhoods/communities with entry monuments, flags,
street signs, and/or special tree streets, landscaping, and lighting.

Goal CD 3: Projects, developments, and public spaces that visually enhance the character of the community and are appropriately buffered from dissimilar land uses so that differences in type and intensity do not conflict.

Policy CD 3.1: Preserve positive characteristics and unique features of a site during the design and development of a new project; the relationship to scale and character of adjacent uses should be considered.

Consistent: The proposed Project, through project
design features (SP Sections 4, 5, 6) and compliance
with laws and/or mitigation measures, would comply
with all aesthetic regulations prior to approval for
construction. The Project is proposing to keep
Granite Hill as protected open space, which is a
unique geologic feature on the Project site.

Policy CD 3.2: Maintain and incorporate the city's natural amenities, including its hillsides, indigenous vegetation, and rock outcroppings, within proposed projects.

Consistent: The proposed Project, through project
design features (SP Section 3, 4, 5) and compliance
with laws and/or mitigation measures, would comply
with all aesthetic regulations prior to approval for
construction. The Project is proposing to keep
Granite Hill as protected open space, which is a
unique geologic feature (rock outcropping) on the
Project site.

Policy CD 3.3: Minimize visual impacts of public and private facilities and support structures through sensitive site design and construction. This includes, but is not limited to
appropriate placement of facilities; undergrounding, where possible; and aesthetic design (e.g., cell tower stealthing) Consistent: The proposed Project, through project
design features (SP Sections 4 and 6) and compliance
with laws and/or mitigation measures, would comply
with all aesthetic regulations prior to approval for
construction. The Specific Plan contains a
comprehensive discussion on design of buildings,
parks, landscaping, and open spaces.

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Menifee Valley Specific Plan
Item Page Number: 547

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February 21, 2024
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Policy CD 3.5: Design parking lots and structures to be functionally and visually integrated and connected; off-street parking lots should not dominate the street scene.

Consistent: The proposed Project, through project
design features (SP Sections 3, 4, 5, 6) and
compliance with laws and/or mitigation measures,
would comply with all aesthetic and circulation
regulations of parking prior to approval for
construction. No off-site parking is proposed.

Policy CD 3.6: Locate site entries and storage bays to
minimize conflicts with adjacent residential neighborhoods.

Consistent: The proposed Project, through project
design features (SP Section 5 and 6) and compliance
with laws and/or mitigation measures, would comply
with all aesthetic regulations pertaining to site entries and storage bays prior to approval for construction.

Policy CD 3.8: Design retention/detention basins to be
visually attractive and well-integrated with any associated project and with adjacent land uses.

Consistent: The proposed Project, through project
design features (SP Section 5) and compliance with
laws and/or mitigation measures, would comply with
all aesthetic and stormwater regulations prior to
approval for construction. The City would review
basin design and functionality.

Policy CD 3.10: Employ design strategies and building
materials that evoke a sense of quality and permanence.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would comply with all aesthetic
regulations of the City prior to approval for
construction, through the City’s design review
process.

Policy CD 3.12: Utilize differing but complementary forms of architectural styles and designs that incorporate
representative characteristics of a given area.

Consistent: The proposed Project, through project
design features (SP Section 6) and compliance with
laws and/or mitigation measures, would comply with
all aesthetic regulations prior to approval for
construction, through the City’s design review
process.

Policy CD 3.13: Utilize architectural design features (e.g., windows, columns, offset roof planes, etc.) to vertically and horizontally articulate elevations in the front and rear of residential buildings.

Policy CD 3.14: Provide variations in color, texture,
materials, articulation, and architectural treatments. Avoid long expanses of blank, monotonous walls or fences.

Policy CD 3.15: Require property owners to maintain
structures and landscaping to high standards of design, health, and safety.

Consistent: The proposed Project design and Project
maintenance plan (SP Section 7.6) would provide
guidelines on maintaining structures and landscaping
to high standards of design, health, and safety for the property owners on the Project site. The maintenance
plan would be reviewed by the City prior to approval
for construction.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 548

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February 21, 2024
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Policy CD 3.16: Avoid use of long, blank walls in industrial developments by breaking them up with vertical and
horizontal I articulation achieved through stamping, colors, materials, modulation, and landscaping.

Consistent: The proposed Project design would
comply with all applicable aesthetics and landscaping
regulations prior to approval of building permits for
industrial buildings through its design review
process.

Policy CD 3.18: Require setbacks and other design elements to buffer residential units to the extent possible from the impacts of abutting roadway, commercial, agricultural, and industrial uses.

Consistent: The proposed Project design (SP
Sections 4, 5, 6) includes requiring setbacks and
design elements to buffer residential units to the
extent possible from the impacts of abutting roadway,
commercial, agricultural, and industrial uses.

Policy CD 3.21: Use open space, greenways, recreational lands, and water courses as community separators.

Consistent: The proposed Project design, to the
extent possible, would use open space, greenways,
recreational areas, and water courses as community
separators (SP Section 2, 4, 5).

Policy CD 3.22: Incorporate visual buffers, including
landscaping, equipment and storage area screening, and
roof treatments, on properties abutting either Interstate 215 or residentially designated property.

Consistent: The proposed Project design would
comply with all applicable aesthetics requirements via
the City’s design review process prior to Project
approvals. The Project is not located adjacent to I-
215.

Goal CD 4: Recognize, preserve, and enhance the aesthetic value of the city's enhanced landscape corridors and scenic corridors.

Policy CD 4.1: Recognize, preserve, and enhance the
aesthetic value of the city's enhanced landscape corridors and scenic corridors.

Consistent: The proposed Project design (SP
Sections 3, 4, 5, and 6) would comply with all
applicable aesthetics and landscaping regulations
pertaining to SR-74 (Eligible State Scenic Highway),
Menifee Road (Eligible County Scenic Highway), and
Briggs Road (Enhanced Landscape Corridor) prior to
approval for construction and through operation.

Policy CD 4.2: Design new and, when necessary, retrofit existing streets to improve walkability, bicycling, and transit integration; strengthen connectivity; and enhance community identity through improvements to the public right-of-way such as sidewalks, street trees, parkways, curbs, street lighting, and street furniture.

Consistent: The proposed Project, through project
design features (SP Sections 4, 5, 7) and compliance
with laws and/or mitigation measures, would enhance
community identity through improvements to the
Project’s vehicular and nonvehicular circulation plans.

The designs would be subject to City design review
prior to approval for construction.

Policy CD 4.4: Frame views along streets through the use of wide parkways and median landscaping.

Consistent: The proposed Project design (SP
Sections 5 and 7) would comply with all applicable
aesthetics and landscaping regulations pertaining to
SR-74 (Eligible State Scenic Highway), Menifee Road
(Eligible County Scenic Highway), and Briggs Road
(Enhanced Landscape Corridor) prior to approval for
construction and through operation.

Policy CD 4.7: Design new landscaping, structures,
equipment, signs, or grading within the scenic corridors for compatibility with the surrounding scenic setting or
environment.

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Policy CD 4.8: Preserve and enhance view corridors by
undergrounding and/or screening new or relocated electric or communication distribution lines, which would be visible from the city's scenic highway corridors.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would comply with all
applicable aesthetic regulations meant to reduce
impacts to SR-74 (Eligible State Scenic Highway),
Menifee Road (Eligible County Scenic Highway), and
Briggs Road (Enhanced Landscape Corridor) prior to
approval for construction.

Policy CD 4.9: Require specialized design review for
development along scenic corridors, including but not
limited to, building height restrictions, setback requirements, and site-orientation guidelines.

Consistent: The City would evaluate, through its
design review process, the proposed developments
adjacent to Menifee Road, Briggs Road, and SR-74 to
ensure that building heights, setbacks, and building
orientation is appropriate for the said corridors (SP
Sections 4, 5, 6).

Goal CD 6: Attractive landscaping, lighting, and signage that conveys a positive image of the community.

Policy CD 6.1: Recognize the importance of street trees in the aesthetic appeal of residential neighborhoods and
require the planting of street trees throughout the city.

Consistent: The proposed Project design (SP
Sections 4, 5, 6) incorporates the use of street trees in enhancing the aesthetic appeal of the residential
areas of the Project. The Project would also plant
street trees along the perimeter of the Project site per the applicable aesthetic and landscaping regulations
regarding Menifee Road, Briggs Road, and SR-74.

City review of the designs would occur prior to
approval for construction.

Policy CD 6.2: Ensure that all public landscaping is
adequately maintained.

Consistent: The proposed Project design and
maintenance plan (SP Section 4, 5, 6, 7) would ensure
that the responsible entity (or entities) for maintaining public landscaping on the Project site would be done
to City approved standards.

Policy CD 6.4: Require property owners to maintain the
existing landscape on developed nonresidential sites and replace unhealthy or dead landscaping.

Policy CD 6.5: Limit light leakage and spillage that may interfere with the operations of the Palomar Observatory.

Consistent: The proposed Project design (SP Section
5 and 6) would comply with all applicable light and
glare regulations prior to approval for construction
and throughout Project operation.

Policy CD 6.8: Discourage the use of flashing, moving, or audible signs.

Consistent: The proposed Project design (SP Section
5 and 6) would comply with all applicable signage
lighting regulations prior to approval for construction and throughout Project operation.

Goal ED 1: A diverse and robust local economy capable of providing employment for all residents desiring to work in the city.

Policy ED 1.2: Diversify the local economy and create a balance of employment opportunities across skill and
education levels, wages and salaries, and industries and occupations.

Consistent: The proposed Project is consistent with
the General Plan’s stated goal of encouraging
economic growth and job opportunities within the
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city by providing employment opportunities on site
through commercial, industrial, and civic land uses.

Policy ED 1.4: Provide sufficient infrastructure to serve the full build out of the city.

Consistent: The proposed Project is located in an
area served by infrastructure, utilities, and public
services and includes infrastructure improvements in
the project design by widening roadways around the
perimeter of the Project site and providing an
elementary school site.

Goal ED 3: A mix of land uses that generates a fiscal balance to support and enhance the community’s quality of life.

Policy ED 3.3: Utilize the following parameters on general plan amendments that are not part of a city-initiated
comprehensive amendment or update:
• Because retail uses provide retail sales taxes and lodging uses provide transient occupancy taxes, they provide the most lucrative fiscal balance. No general plan
amendment changing from a land use designation that
permits retail uses or lodging uses to a land use
designation that does not allow retail or lodging uses
shall be approved except in conjunction with a
development agreement or other legally enforceable
obligation on the property owner(s) that requires the
subject property generate the same or better fiscal
balance for the city as it would have generated with a
retail or lodging use.
• Because office and industrial uses generate less demand for public facilities and services than residential uses, they provide a more lucrative fiscal balance. No general plan amendment changing from a land use designation that
permits office or industrial uses to a designation that does not permit office or industrial land uses shall be approved except in conjunction with a development
agreement or other legally enforceable obligation on the property owner(s) that requires the subject property
generate the same or better fiscal balance for the city as it would have generated with an office or industrial use.

The city may require a fiscal impact analysis and mitigation of any negative fiscal impacts for any requested general plan amendment.

Consistent: The proposed Project meets the
following parameters through project design of
adding commercial retail, office, and industrial uses
to an existing SP area, through a Specific Plan and
General Plan amendment on a site that is currently
unplanned for commercial, industrial, or office uses.

The proposed Project would add these uses in an
area that has been planned for only residential and
recreational uses.

Safety Element
Goal S 1: A community that is minimally impacted by seismic shaking and earthquake-induced or other geologic hazards.

Policy S 1.1: Require all new habitable buildings and
structures to be designed and built to be seismically resistant in accordance with the most recent California Building Code adopted by the city.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would comply with all
applicable regulations meant to design and build
new habitable buildings and structures to be
seismically resistant prior to approval for construction.

Item Title: 10.5
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Goal S 2: A community that has used engineering solutions to reduce or eliminate the potential for injury, loss of life, property damage, and economic and social disruption caused by geologic hazards such as slope instability; compressible, collapsible, expansive or corrosive soils; and subsidence due to groundwater withdrawal.

Policy S 2.1: Require all new developments to mitigate the geologic hazards that have the potential to impact habitable structures and other improvements.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would comply with all
applicable geologic hazard regulations meant to
reduce impacts to habitable structures and
improvements prior to approval for construction.

Refer to Section 4.7 Geology and Soils of this EIR.

Policy S 2.2: Monitor the losses caused by geologic hazards to existing development and require studies to specifically address these issues, including the implementation of
measures designed to mitigate these hazards, in all future developments in these areas.

Refer to Section 4.7 Geology and Soils of this EIR.

Policy S 2.3: Minimize grading and modifications to the natural topography to prevent the potential for man-induced slope failures.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would comply with all
applicable standards of approval for grading meant
to prevent the potential for man-induced slope
failures prior to approval for construction.

Policy S 2.4: Manage the groundwater resources in the area to prevent over drafting of the aquifers, which in turn could result in regional subsidence.

Consistent: The proposed Project would include
piping for an on-site recycled water system and utilize it for irrigation if feasible. Through project design
features and compliance with laws and/or mitigation
measures, the proposed Project design would reduce
potential groundwater extraction through drought
tolerant landscaping and use of wastewater and
recycled water where possible and would comply
with all applicable water usage efficiency
requirements and regulations meant to reduce water
demand.

Goal S 3: A community that is minimally disrupted by flooding and inundation hazards.

Policy S 3.1: Require that all new developments and
redevelopments in areas susceptible to flooding (such as the 100-year floodplain and areas known to the City to flood during intense or prolonged rainfall events) incorporate mitigation measures designed to mitigate flood hazards.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would comply with all
applicable flood safety regulations, including
incorporation of mitigation measures designed to
mitigate flood hazards. Refer to Section 4.10
Hydrology in this EIR.

Policy S 3.2: Reduce flood hazards in developed areas
known to flood.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would not result in increased
flood hazards to the existing area. Refer to Section

4.10 Hydrology in this EIR.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 552

Menifee Mayor and City Council
February 21, 2024
Page
780 of 1711

Menifee Valley Specific Plan Appendix A

Page A-14
Applicable Policies Menifee Valley Specific Plan Consistency Analysis
Policy S 3.4: Develop floodplains as parks, nature trails, equestrian parks, golf courses, or other types of recreational facilities or joint-use facilities that can withstand periodic inundation wherever feasible.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, includes parks and recreation
facilities that would withstand periodic inundation
wherever feasible. Refer to Section 4.10 Hydrology in
this EIR.

Goal S 4: A community that has effective fire mitigation and response measures in place, and as a result is minimally impacted by wildland and structure fires.

Policy S 4.1: Require fire-resistant building construction materials, the use of vegetation control methods, and other construction and fire prevention features to reduce the hazard of wildland fire. Ensure all new development and/or redevelopment in the LRA and VHFHSZ will comply with the California Fire Code (CFC) and California Building Code (CBC). All new development within the LRA Very High Fire zone will comply with Chapter 49 of the California Fire Code and Chapter 7A of the California Building Code.

Consistent: The proposed Project is located within an
LRA but not within a VHFHSZ. The proposed Project,
through project design and compliance with laws
and/or mitigation measures, would comply with all
applicable fire safety standards as designed prior to
approval. Refer to Section 4.20 Wildfire in this EIR.

Policy S 4.2: Ensure, to the maximum extent possible, that fire services, such as firefighting equipment and personnel, infrastructure, and response times, are adequate for all sections of the City. The City will continue to coordinate with the Riverside County Fire Department, for Interagency
coordination, to respond to emergency calls in Menifee and to provide training and ongoing programs for public
education.

Consistent: The City shall take a lead role to ensure
public services are adequately provided at the Project
site after construction and to the adjacent existing
communities.

Policy S 4.4: Review development proposals for impacts to fire facilities and compatibility with fire areas or mitigate.

Consistent: The City shall take a lead role to ensure
public services are adequately provided at the Project
site.

Policy S 4.6: Coordinate with Eastern Municipal Water
District to ensure adequate water availability for fire suppression.

Consistent: The City shall take a lead role to ensure
there is adequate water availability for fire
suppression on the Project site. The City has
coordinated with EMWD by obtaining approval of the
project specific WSA. In addition, the City’s Fire
Protection Plan conditions the project to ensure
adequate availability of water for fire suppression.

Policy S 4.10: Ensure all new residential development as well as all new development and redevelopment within the LRA and VHFHSZ will comply with the most current version of the California Building Codes and California Fire Code.

Consistent: The proposed Project, through project
design and compliance with laws and/or mitigation
measures, would comply with all applicable fire safety
standards as designed prior to approval.

Policy S 4.14: All new parcel maps and tentative maps in the LRA, SRA, and VHFHSZ shall provide two points of access to the project in conformance with the California Building Code and California Fire Code and CA GC 65302 (g)(5). Approval of parcel maps and tentative maps in LRAs, SRAs or VHFHSZs is conditional based on meeting the SRA Fire Safe
Regulations and the Fire Hazard Reduction Around Buildings and Structures Regulations, particularly those regarding road standards for ingress, egress, and fire equipment access. (See Gov. Code, § 66474.02.).

Consistent: The proposed Project is in an LRA but
not a VHFHSZ. Through project design and
compliance with laws and/or mitigation measures, the
Project would comply with all applicable fire safety
and emergency response standards as designed
prior to approval. Refer to Section 4.20 Wildfire in this EIR.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 553

Menifee Mayor and City Council
February 21, 2024
Page
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Menifee Valley Specific Plan Appendix A

Page A-15
Applicable Policies Menifee Valley Specific Plan Consistency Analysis
Policy S 4.17: The City should ensure that all new
development has adequate water, sewer, and fire protection consistent with the most current California Building Code and California Fire Code and will comply with the Board of
Forestry and Fire Protection Fire Safe Regulations.

Consistent: The proposed Project would comply with
all applicable regulations ensuring water supplies and
pressures are available during a fire prior to approval for construction and throughout operation. Refer to
Sections 4.15 Public Services and 4.20 Wildfire in this EIR.

Goal S 5: A community that has reduced the potential for hazardous materials contamination.

Policy S 5.1: Locate facilities involved in the production, use, storage, transport, or disposal of hazardous materials away from land uses that may be adversely impacted by such
activities and areas susceptible to impacts or damage from a natural disaster.

Consistent: The City would evaluate the proposed
Project and Project site regarding facilities involved in the production, use, storage, transport, or disposal of potentially hazardous or toxic materials, prior to
approval for construction. Refer to Section 4.9
Hazards and Hazardous Materials in this EIR.

Policy S 5.2: Ensure that the Fire Department can continue to respond safely and effectively to a hazardous materials incident in the city, whether it is a spill at a permitted facility, or the result of an accident along a section of the freeway or railroads that extend across the city.

Consistent: The proposed Project, through project
design and compliance with laws and/or mitigation
measures, would comply with all applicable fire safety
and emergency response standards as designed
prior to approval and throughout Project operation.

Refer to Section 4.9 Hazards and Hazardous Materials
in this EIR.

Policy S 5.4: Ensure that all facilities that handle hazardous materials comply with federal and state laws pertaining to the management of hazardous wastes and materials.

Consistent: The City would evaluate the proposed
Project and Project site regarding facilities involved in the production, use, storage, transport, or disposal of potentially hazardous or toxic materials, prior to
approval for construction and throughout Project
operation. Refer to Section 4.9 Hazards and
Hazardous Materials in this EIR.

Policy S 5.5: Require facilities that handle hazardous
materials to implement mitigation measures that reduce the risks associated with hazardous material production, storage, and disposal.

Consistent: The City would evaluate the proposed
Project and Project site regarding facilities involved in the production, use, storage, transport, or disposal of potentially hazardous or toxic materials, prior to
approval for construction and throughout Project
operation. Refer to Section 4.9 Hazards and
Hazardous Materials in this EIR.

Policy S 5.6: Require all new industrial development projects and significant rehabilitation or expansion projects to reduce industrial truck idling by enforcing California’s five (5) minute maximum law, requiring warehouse and distribution facilities to provide adequate on-site truck parking, and requiring refrigerated warehouses to provide generators for
refrigerated trucks. Require air pollution point sources to be located at safe distances from sensitive sites such as homes and schools.

Goal S 7: A community that has protected its sensitive structures, functions, and populations from the risks associated with climate change.

Policy S 7.1: Continue to require environmental analysis for proposed projects which may produce harmful levels of
greenhouse gas.

Consistent: The proposed Project would comply with
all applicable air quality regulations during
construction and operation and would utilize energy
efficient equipment for heating and cooling and
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 554

Menifee Mayor and City Council
February 21, 2024
Page
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Menifee Valley Specific Plan Appendix A

Page A-16
Applicable Policies Menifee Valley Specific Plan Consistency Analysis
facilitate use of alternative energy equipment and
vehicles to the extent feasible. For additional
information, see Section 4.3 Air Quality and Section

4.8 Greenhouse Gas Emissions of this EIR.

Policy S 7.3: Coordinate with energy providers to ensure reliable energy availability for the City’s residents.

Consistent: The proposed Project design would
comply with all applicable energy conservation and
alternative energy regulations prior to approval for
construction and through operation. For additional
information, refer to Section 4.6 Energy of this EIR.

Policy S 7.9: Promote drought resistant landscaping to
continue reducing water consumption and potential fuel
sources.

Consistent: The proposed Project design1 would
comply with all applicable landscaping and fire safety
regulations prior to approval for construction and
through operation.

Noise Element
Goal N 1: Noise-sensitive land uses are protected from excessive noise and vibration exposure.

Policy N 1.1: Assess the compatibility of proposed land uses with the noise environment when preparing, revising, or reviewing development project applications.

Consistent: A noise technical analysis was prepared
for the proposed Project and is contained in
Appendix J. The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would not be incompatible with
the existing noise environment. For additional
information, refer to Section 4.13 Noise and Vibration
of this EIR.

Policy N 1.2: Require new projects to comply with the noise standards of local, regional, and state building code
regulations, including but not limited to the city's Municipal Code, Title 24 of the California Code of Regulations, the California Green Building Code, and subdivision and
development codes.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, is subject to the noise standards
of local, regional, and state building code,
subdivision, and development code regulations. For
additional information, refer to Section 4.13 Noise
and Vibration of this EIR.

Policy N 1.3: Require noise abatement measures to enforce compliance with any applicable regulatory mechanisms,
including building codes and subdivision and zoning
regulations, and ensure that the recommended mitigation measures are implemented.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would implement noise
abatement measures that would comply with
applicable regulatory mechanisms. For additional
information, refer to Section 4.13 Noise and Vibration
of this EIR.

Policy N 1.6: Coordinate with the County of Riverside and adjacent jurisdictions to minimize noise impacts from
adjacent land uses along the city's boundaries, especially its rural edges.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would protect surrounding land
uses from excessive noise and vibration exposure,
including adjacent County land outside of the city’s
boundaries. For additional information, refer to
Section 4.13 Noise and Vibration of this EIR.

Policy N 1.7: Mitigate exterior and interior noises to the levels listed in Table N-1 of the Noise Element to the extent feasible, for stationary sources adjacent to sensitive
receptors.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would mitigate noise levels to
the levels identified in the Noise Element to the
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 555

Menifee Mayor and City Council
February 21, 2024
Page
783 of 1711

Menifee Valley Specific Plan Appendix A

Page A-17
Applicable Policies Menifee Valley Specific Plan Consistency Analysis
extent feasible; implementation of such measures
would protect land uses from excessive noise and
vibration exposure. For additional information, refer
to Section 4.13 Noise and Vibration of this EIR.

Policy N 1.8: Locate new development in areas where noise levels are appropriate for the proposed uses. Consider
federal, state, and city noise standards and guidelines as a part of new development review.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, is located in an area where
noise levels are appropriate for the proposed uses,
which would protect surrounding land uses from
excessive noise and vibration
exposure. For additional information, refer to Section 4.13 Noise and Vibration of this EIR.

Policy N 1.9: Limit the development of new noise-producing uses adjacent to noise-sensitive receptors and require that new noise-producing land be designed with adequate noise abatement measures.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would be subject to limitations
governing development of new noise-producing uses
adjacent to noise-sensitive receptors and would
implement adequate noise abatement measures. For
additional information, refer to Section 4.13 Noise
and Vibration of this EIR.

Policy N 1.10: Guide noise-tolerant land uses into areas irrevocably committed to land uses that are noise-producing, such as transportation corridors adjacent to the I-215 or within the projected noise contours of any adjacent airports.

Consistent: The proposed Project is located adjacent
to SR-74 and within a projected noise contour of the
March Air Reserve Base. This location would
accommodate noise-tolerant land uses while
minimizing impacts to adjacent land uses. For
additional information, refer to Section 4.13 Noise
and Vibration of this EIR.

Policy N 1.11: Discourage the siting of noise-sensitive uses in areas in excess of 65 dBA CNEL without appropriate
mitigation.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, does not include the siting of
noise-sensitive uses in areas in excess of 65 dBA
CNEL without appropriate mitigation. For additional
information, refer to Section 4.13 Noise and Vibration
of this IR.

Policy N 1.12: Minimize potential noise impacts associated with the development of mixed-use projects (vertical or horizontal mixed-use) where residential units are located above or adjacent to noise-generating uses.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would minimize potential noise
impacts associated with mixed-use developments on
site where residential uses may be located above or
adjacent to noise-generating uses. For additional
information, refer to Section 4.13 Noise and Vibration
of this EIR.

Policy N 1.13: Require new development to minimize
vibration impacts to adjacent uses during demolition and construction.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would implement features
and/or mitigation to minimize vibration impacts to
adjacent uses during demolition and construction.

For additional information, refer to Section 4.13 Noise and Vibration of this EIR.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 556

Menifee Mayor and City Council
February 21, 2024
Page
784 of 1711

Menifee Valley Specific Plan Appendix A

Page A-18
Applicable Policies Menifee Valley Specific Plan Consistency Analysis
Policy N 1.14: Minimize vibration impacts on people and businesses near light and heavy rail lines or other sources of ground-borne vibration through the use of setbacks and/or structural design features that reduce vibration to levels at or below the guidelines of the Federal Transit Administration.

Require new development within 100 feet of rail lines to demonstrate, prior to project approval, that vibration
experienced by residents and vibration-sensitive uses would not exceed these guidelines.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would not be adversely
impacted by vibration from the nearby rail line (not
currently in use). Project development closest to the
rail line would include design features that would
reduce vibrations at or below the guidelines of the
FTA. For additional information, refer to Section 4.13
Noise and Vibration of this EIR.

Policy N 1.15: Employ noise mitigation practices and
materials, as necessary, when designing future streets and highways, and when improvements occur along existing road segments. Mitigation measures should emphasize the
establishment of natural buffers or setbacks between the arterial roadways and adjoining noise-sensitive areas.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would employ noise mitigation
practices and materials, as necessary, when designing
project streets and improvements along existing road
segments. For additional information, refer to Section

4.13 Noise and Vibration of this EIR.

Policy N 1.17: Prevent the construction of new noise-
sensitive land uses within airport noise impact zones. New residential land uses within the 65 dB CNEL contours of any public-use or military airports, as defined by the Riverside County Airport Land Use Commission, shall be prohibited.

Consistent: The proposed Project is located beyond
the 55 dB CNEL contour of March Air Reserve Base.

The project was reviewed and approved by the
Riverside County ALUC. For additional information,
refer to Section 4.9.7.5 in Hazards and Hazardous
Materials, and Section 4.13 Noise and Vibration of
this EIR.

Policy N 1.18: Work with the Southern California Regional Rail Authority and railroad owners and operators to reduce the noise impacts on noise-sensitive uses adjacent to railroad tracks.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, and coordination with the
Southern California Regional Rail Authority, would
reduce noise impacts on noise-sensitive land uses
that are adjacent to the railroad. For additional
information, refer to Section 4.13 Noise and Vibration
of this EIR.

Policy N 1.20: Adhere to any applicable Riverside County Airport Land Use Commission land use compatibility criteria, including density, intensity, and coverage standards.

Consistent: The proposed Project, through project
design features and compliance with laws and/or
mitigation measures, would adhere to ALUC’s land
use compatibility criteria, including density, intensity, and coverage standards. The project was reviewed
and approved by the Riverside County ALUC. For
additional information, refer to Section 4.9.7.5 in
Hazards and Hazardous Materials, and Section 4.13
Noise and Vibration of this EIR.

Source: City of Menifee General Plan, 2013.
1 Section 5: Landscape Guidelines of the proposed Menifee Valley Specific Plan encourages and identifies a drought tolerant p lant palette. (Page 5-2) Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 557

Menifee Mayor and City Council
February 21, 2024
Page
785 of 1711

ORDINANCE NO. 2024- ______

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA APPROVING DEVELOPMENT AGREEMENT NO. PLN 21-
0338 BY AND BETWEEN THE CITY OF MENIFEE AND MINOR RANCH, LLC
WHEREAS, on June 8, 2021, the applicant, Minor Ranch, LLC (“Applicant”) filed a formal application with the City of Menifee for Development Agreement No. PLN 21- 0338 which proposes a statutory development agreement between the Applicant and the City of Menifee (“Development Agreement” or “DA”) concerning the development of The Menifee Valley Specific Plan (MVSP) (“Project”) for establishment of provision for development of the Project such as, but not limited to infrastructure improvement, park benefits, vesting of development rights and timing of public improvements; and WHEREAS, the application for the DA is being processed concurrently with applications for a Specific Plan No. PLN 21-0217 which establishes land uses and development standards for 590.3 acres, including the Project area, a General Plan Amendment (GPA) No. PLN 21-0336 to change the General Plan land use map to include the MVSP land use designation and remove the portion of Menifee Valley Ranch Specific Plan No. 301 (SP 301) proposed to be removed under Specific Plan Amendment (SPA) No. PLN 21-0221, a Change of Zone (CZ) No. PLN 21-0335 to revise the City Zoning Map to include the MVSP zone, a SPA No. PLN 21-0221) (listed above), a Tentative Tract Map (TTM) No. PLN 22-0033 for a subdivision for conveyance purposes and mass grading, and a DA No. PLN 21-0338 for the establishment of provision for development of the Project such as, but not limited to infrastructure improvement, park benefits, vesting of development rights and timing of public improvements (collectively, the applications are referred to as the “Project,” “Menifee Valley Specific Plan,” or “MVSP”); and WHEREAS, City has found that development agreements will strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and
WHEREAS, on January 10, 2024, the Planning Commission, held a duly noticed Public Hearing on the Project, considered all public testimony as well as materials in the staff report and accompanying documents, which hearing was publicly noticed by a publication in The Press Enterprise (a newspaper of general circulation), an agenda posting, notices placed on the project site, and notice to property owners within 300 feet of the Project boundaries, and to persons requesting public notice; and WHEREAS, at the January 10, 2024 Planning Commission public hearing, based upon the materials in the staff report and accompanying documents, public comments, and Planning Commission discussion, the City of Menifee Planning Commission recommended the City Council approve DA No. PLN 21-0338; and WHEREAS, on February 7, 2024, the City Council held a duly noticed public hearing on the Project, considered all public testimony as well as all materials in the staff report and accompanying documents for the Project, which hearing was publicly noticed in The Press Enterprise, a newspaper of general circulation, an agenda posting, on-site posting, notice to property owners within 300 feet of the Project boundaries, and to persons requesting public notice; and
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 558

Menifee Mayor and City Council
February 21, 2024
Page
786 of 1711

Menifee Valley Specific Plan - DA
February 21, 2024
4 7
8 3
7 WHEREAS, the DA has been prepared, processed, reviewed, heard, and approved in accordance with applicable law, including but not limited to Section 65864 et seq. of the Government Code and is attached hereto as “Exhibit A” of this Ordinance.

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

Section 1: The proposed DA is consistent with the objectives, policies, general land uses and programs specified in the General Plan and any applicable specific plan.

The proposed DA provides for the following key points:
• 15-year agreement with option for an additional 5 years subject to completion of minimum 75,000 SF of commercial retail.
• Development Impact Fees (DIF) credits based on facility construction. • Public facility site dedication of graded pad with utilities. • Fire Station cash contribution for City construction of the station. • Pre-established timelines for completion of the sports park, aquatics center, pedestrian bridge, paseos, private recreation center/clubhouse, and retail commercial spaces.
• Administrative approvals and allowances for subsequent approvals with specific conditions.
• Plan check/inspection effort to maintain 3 week/2week timeframe. • Transportation improvements constructed pursuant to specific development milestones.

The DA also ensures the following project economic impacts:
• Excess Public benefits of $37 million
• Payment of DIF and Transportation Uniform Mitigation Fees (TUMF) estimated at over $65 million
• Payment of fair share contributions in excess of $4.7 million The Project is consistent with the Specific Plan land use designation. In addition, the Project will provide the residential uses envisioned in the General Plan and will generating economic growth and supplying needed infrastructure, services and amenities envisioned in the General Plan.

In addition, the Project and associated DA are consistent with the following City of Menifee General Plan policies:
•Policy LU-1.1: Concentrate growth in strategic locations to help preserve rural areas, create place and identity, provide infrastructure efficiently, and foster the use of transit options.

The Project places appropriate uses within an area designated Specific Plan per the General Plan. Growth has been concentrated in this strategic location to help preserve rural areas. Through the land use plan, development standards, and the design guidelines, the Specific Plan will create a unique place and develop its own identity. The Land Use Plan, Circulation Plan, Grading Plan, and Phasing Plan of the Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 559

Menifee Mayor and City Council
February 21, 2024
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787 of 1711

Menifee Valley Specific Plan - DA
February 21, 2024
4 7
8 3
7 Specific Plan will ensure that that development will provide infrastructure efficiently. A combination of pathways, paseos, walkways, or similar pedestrian accesses are provided that connect the individual Planning Areas in the Specific Plan to commercial areas and recreation areas.

The DA implements and is consistent with Land Use Plan, Circulation Plan, Grading Plan, and Phasing Plan of the Specific Plan. •Policy LU-1.2: Provide a spectrum of housing types and price ranges that match the jobs in the city and make it possible for people to live and work in Menifee and maintain a high quality of life.

The Project provides a variety of lot sizes that can accommodate different housing types and price ranges. The Project contains residential, school, recreation, conservation, public facility civic node, business park, and commercial uses, which makes it possible for people to live and work in Menifee and maintain a high quality of life. •Policy LU-1.5: Support development and land use patterns, where appropriate, that reduce reliance on the automobile and capitalize on multimodal transportation opportunities.

The Project provides pedestrian connections, trails, and bike lanes to facilitate multimodal transportation. The Project was designed to promote walkability. In addition, a pedestrian connection was added from the residential portion to the future potential transit stop at the southwest corner of the Project site adjacent to the existing rail lines. In addition, the Project site provides paths of travel to encourage walking of future residents to the future commercial uses and the existing sports park within the Heritage Lake community to the south across the BNSFRR rail lines.
•LU-1.7 Ensure neighborhood amenities and public facilities (natural open space areas, parks, libraries, schools, trails, etc.) are distributed equitably throughout the City.

The proposed Project provides planning areas which allow for and anticipate these types of amenities and public facilities, such as a K-5 school, green spaces, recreational amenities, and agri-commerical uses such as a community farm. The parks and paseos are distributed strategically through the Project area so that recreational amenities are nearby residents.
•LU-2.1 Promote infill development that complements existing neighborhoods and surrounding areas. Infill development and future growth in Menifee is strongly encouraged to locate within EDC areas to preserve the rural character of rural, estate, and small estate residential uses.

The proposed Project is located within an urbanized area, surrounded by SR-74, Menifee Road, BNSFRR rail lines, and Briggs Road. The Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 560

Menifee Mayor and City Council
February 21, 2024
Page
788 of 1711

Menifee Valley Specific Plan - DA
February 21, 2024
4 7
8 3
7 areas surrounding the Project site consist of a mix of land uses, including industrial, residential, and public/quasi-public facilities. The proposed Project will promote infill development and complement these existing and proposed adjacent land uses.
•Policy C-1.1 Require roadways to: Comply with federal, state and local design and safety standards.

The TTM proposes improvements for roadways, including but not limited to, Menifee Road, Briggs Road, McCall Boulevard, SR-74, McLaughlin Road and Matthews Road/Case Road, which are
consistent with the City’s General Plan and the City’s Public Works and Engineering Department Standard Details.
•Policy C-2.2 Provide off-street multipurpose trails and on-street bike lanes as our primary paths of citywide travel and explore the shared use of low-speed roadways for connectivity wherever it is safe to do so.

The Project provides bike lanes and trails consistent with the General Plan.
•Policy CD-1.3: Strengthen the identity of individual
neighborhoods/communities with entry monuments, flags, street signs, and/or special tree streets, landscaping, and lighting.

The Project includes entry monuments with a common architectural theme that will strengthen the identity of the development. Special trees and landscaping have been incorporated into the overall design and streetscapes. Expanded parkways are also included on several streets to enhance the streetscapes. A round-about is provided within the Project to add to the community identity as well.
•CD-3.8 Design retention/detention basins to be visually attractive and well integrated with any associated project and with adjacent land uses.

The MVSP has been designed to include substantial landscaping and to be screened from adjacent roadways.
•CD-6.1 Recognize the importance of street trees in the aesthetic appeal of residential neighborhoods and require the planting of street trees throughout the City.

The proposed Project will include street trees throughout the project site.
•HE-2.4 Parks and Recreation. Enhance neighborhood livability and sustainability by providing parks and open spaces, planting trees, greening parkways, and maintaining a continuous pattern of paths that encourage an active, healthy lifestyle.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 561

Menifee Mayor and City Council
February 21, 2024
Page
789 of 1711

Menifee Valley Specific Plan - DA
February 21, 2024
4 7
8 3
7 As described above, the Project provides parks and open spaces, including expanded parkways, trees and a pattern of pathways that encourage an active healthy lifestyle.
•HE-2.5 Public Facilities and Infrastructure. Provide quality community facilities, infrastructure, traffic management, public safety, and other services to promote and improve the livability, safety, and vitality of residential neighborhoods.

The Project incorporates quality community facilities, including parks, is conditioned to install infrastructure including sewer, water, roadways, and will promote and improve the livability, safety and vitality of the proposed residential neighborhoods and surrounding existing neighborhoods.
•OSC-1.2: Require a minimum of five acres of public open space to be provided for every 1,000 City residents.

Menifee Municipal Code requires 5 acres of parkland for every 1,000 residents. The overall Specific Plan proposes 1,718 dwelling units with an estimate of 5,220 residents 1 (using 3.12 person per single-family residential household and 2.48 persons per multi-family household) 2.

Based on the proposed residents, 26.1 acres of parkland would be required. The proposed Specific Plan proposes 29.8 acres of public parkland (Planning Areas 7A, 8A, and 8B) on the project site.

Section 2:Consistency with the Zoning Code. The proposed DA is compatible with uses authorized in, and the regulations prescribed for, the zone in which the real property will be located.

The General Plan land use and zoning designation of the site is SP 301; however, the proposed DA is being concurrently processed with a SPA to remove the Project site from SP 301 and a Specific Plan application to include the Project site within a new Specific Plan (MVSP). In addition, the Project is being processed concurrently with a GPA to change the General Plan land use map to include the MVSP land use designation and remove the portion of SP 301 proposed to be removed under SPA No. PLN 21-0221 and a CZ to revise the City Zoning Map to include the MVSP zone. The Specific Plan includes the allowed uses and development standards applicable to property within the Specific Plan.

The DA contains administrative approvals and allowances for subsequent approvals with specific conditions, which would supersede the City current 1 87.2 percent of residential development is single-family; 12.8 percent of residential development is multi-family (per the MVSP)

87.2% * 1,718 =1,498 single-family units; 12.8% * 1,718 = 220 multi-family units

3.12 persons per unit * 1,498 units = 4,674 persons (single-family households); 2.48 persons per unit * 220 units = 546 persons (multi-family households)
4,674 + 546 = 5,220 persons
2 United States Census Bureau. 2019. 2015-2019 5-Year Estimates. Table DP02. https://data.census.gov/cedsci/table?q=persons%20per%20household&t=Family%20Size%20and%20T ype%3AHousehold%20and%20Family&g=1600000US0646842&tid=ACSDP1Y2019.DP02&moe=false.

Accessed March 2, 2022.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 562

Menifee Mayor and City Council
February 21, 2024
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7 Zoning Code. However, the DA will strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved.

Section 3:The proposed DA is in conformity with and will promote public convenience, general welfare and good land use practice.

The Project would facilitate the development of a Specific Plan that includes a mix of land uses, including industrial, residential, commercial, and public/quasi-public facilities. The residential uses proposed are similar to existing development surrounding the Project site. Commercial uses proposed within the Project are located adjacent to SR-74 away from existing and planned residences and a buffer is established between the industrial park component of the Project and existing and proposed residential uses.

The Project is compatible with the surrounding land uses, general plan land use designations and zoning classifications. The Project incorporates quality design, trails, parks, landscaping and other improvements which will enhance the area upon construction. The proposed DA provides for the orderly construction of road improvements, utilities, drainage and other improvements. The proposed DA is consistent with the Specific Plan and will assist the Applicants in implementation of the Specific Plan. The proposed DA is in conformity with and will promote public convenience, general welfare and good land use practice.

Section 4:The DA will not create conditions materially detrimental to the public health, safety and general welfare within the City.

The DA will not result in conditions detrimental to public health, safety, or general welfare. The associated entitlements have been reviewed and conditioned by the City of Menifee Community Development Department, Engineering, and Office of the Fire Marshal to ensure that it will not create conditions materially detrimental to the surrounding uses. Conditions of approval include substantial landscaping, park and other amenities to support the proposed residential component, roadway improvements consistent with the General Plan, expanded sidewalks and a network of bike lanes to encourage non-vehicular travel, fire infrastructure, and drainage improvements that will benefit the project site and surrounding areas.

In addition, environmental impacts resulting from the implementation of the Project have been analyzed in an Environmental Impact Report (EIR). The EIR determined that potential impacts would all be less than significant with the necessary mitigation incorporated, except for significant and unavoidable impacts to Air Quality, Greenhouse Gas, Land Use and Planning and Transportation.

A Statement of Overriding Considerations is included for the EIR stating that the impacts of the project are acceptable and outweighed by the benefits of Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 563

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7 the Project. With the exception of these environmental categories (Air Quality, Greenhouse Gas, Land Use and Planning and Transportation) the proposed entitlements are not anticipated to create conditions materially detrimental to the public health, safety and general welfare or injurious to or incompatible with other properties or land uses in the project vicinity.

The proposed DA does not contain any provisions that would create conditions materially detrimental to the public health, safety and general welfare or injurious to or incompatible with other properties or land uses in the Project vicinity and within the City.

Section 5:Orderly Development. The DA would not adversely affect the orderly development of property and surrounding area, or the preservation of property values.

The proposed DA would assist with and would not interfere with the Specific Plan and implementing maps/land use entitlements. The timing of infrastructure, including parks, was carefully considered and coordinated consistent with the EIR for the Project and Project construction and phasing.

Therefore, the DA would not adversely affect the orderly development of the surrounding area. The proposed DA would not alter the land uses as proposed in the Specific Plan. The proposed DA would not conflict with surrounding existing and planned land uses and would not have the potential to adversely affect property values. The proposed DA would assist with the implementation of the Specific Plan, which includes improvements to surrounding roads and the construction of parks. The improvements associated with the Specific Plan implementation are anticipated to enhance and improve the surrounding area and not adversely affect property values.

Section 6:Encourage Development. The DA would promote and encourage the development of the proposed project by providing a greater degree of requisite certainty.

The assurances provided to the Applicant through the proposed DA, such as vesting and timing for public improvements, would provide greater certainty and reduced risk that would encourage development as approved under the Specific Plan and the infrastructure associated with it that would serve the surrounding area.

Section 7:The proposed DA that includes a subdivision, and any tentative map prepared for the subdivision, will comply with the provisions in Government Code Section 66473.7.

The DA includes a subdivision as described above. A Water Supply Assessment was prepared and approved by the Eastern Municipal Water District for the project. The Project complies with the provisions of Government Code Section 66473.7
Section 8: California Environmental Quality Act (CEQA) Compliance. The MVSP EIR (SCH# 2022030233) has been completed for the Project and certified by the City Council pursuant to a separate Resolution. The DA at issue is consistent with the EIR, which the City Council has considered as part of its proceedings. The EIR includes a finding made Item Title: 10.5
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Item Page Number: 564

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7 pursuant to Cal. Pub. Res. Code Section 21081 (a)(3) that specific economic, social, or other considerations make infeasible mitigation measures or Project alternatives identified in the EIR.

Section 9: Adoption of the Development Agreement. The City Council finds that the facts present within the public record and within this Ordinance provide the basis to adopt DA No. PLN 21-0338.

Section 10: The City Manager, or his or her designee, is directed and authorized to do all the following:
a. Make all necessary and appropriate clerical, typographical, and formatting corrections to the adopted First Amendment to Development Agreement No. 21- 0338 prior to execution and recording; and
b. To implement the Development Agreement, in accordance with its terms.

Section 11. Recording. Pursuant to Government Code Section 65868.5 and Section

9.45.150 of the Menifee Municipal Code, the City Clerk shall prepare a final version of the Development Agreement for recording within ten (10) days of the Effective Date that fully reflects the action of the City Council in adopting the Development Agreement.

Section 12: Effective Date.

The Ordinance shall take effect and be in full force and operation thirty (30) days after its second reading and adoption.

Section 13: Severability.

If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance is, for any reason, held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivision, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional.

Section 14: Notice of Adoption.

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

Section 15: The documents and materials that constitute the record of proceedings on which this Ordinance has been based are located at the Community Development Department – Planning Division, 29844 Haun Road, Menifee, CA 92586. This information is provided in compliance with Public Resources Code Section 21081.6.

THIS ORDINANCE WAS INTRODUCED AND READ on the 7 th day of February 2024 and PASSED, APPROVED AND ADOPTED this 21st day of February 2024.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 565

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7 _________________________
Bill Zimmerman, Mayor
Attest:
_________________________________
Sarah Manwaring, City Clerk
Approved as to form:
_________________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 566

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February 21, 2024
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1 PLEASE RECORD AND WHEN RECORDED
RETURN TO:

CITY OF MENIFEE
29844 Haun Road
Menifee, CA 92586
Attn: City Attorney

MENIFEE VALLEY SPECIFIC PLAN

DEVELOPMENT AGREEMENT
This Development Agreement (“Agreement”) is entered into on ______, 2024, by and between (1) the CITY OF MENIFEE ( “City”), a municipal corporation of the State of California, and (2) Minor Ranch LLC, a Delaware limited liability company (“Developer”).

RECITALS
A. Developer owns in fee all of the real property described on Exhibit A and depicted on Exhibit B, consisting of approximately 578 gross acres of land area located in the City of Menifee, County of Riverside, State of California (“Property”).

B. Developer, desires to develop the Property with up to 1,718 dwelling units (providing an array of housing types and neighborhood amenities, including greenbelts, trails, a public sports park, open space, and an elementary school) within the southerly and easterly portions of the Property and civic node public facilities, business park, commercial business park, and commercial areas within the northerly and westerly portions of the Property.

C. The Planning and Zoning approvals for the development of Developer’s proposed project on the Property obtained prior to the Effective Date of this Agreement (collectively, the “Development Approvals”) include but are not limited to the following:
i. General Plan Amendment (GPA) No. PLN 21-0336 to revise the General Plan land use map to include the proposed Menifee Valley Specific Plan No. PLN 21- 0217 designation and to remove the portion of Specific Plan No. 301 proposed to be removed under Specific Plan Amendment No. PLN 21-0221 (as described below). ii. Change of Zone (CZ) No. PLN 21-0335 making revisions to the zoning ordinance text of Specific Plan No. 301 to reflect the Amendment and to revise the City Item Title: 10.5
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2 Zoning Map to include the Menifee Valley Specific Plan (Specific Plan No. PLN 21-0217) and to remove the portion of Specific Plan No. 301 removed under Specific Plan Amendment No. PLN 21-0221.
iii. Specific Plan Amendment No. PLN 21-0221 removing the Property from Specific Plan No. 301.
iv. Specific Plan No. PLN 21-0217 adopting a separate and distinct Menifee Valley Specific Plan (“MVSP”) on the Property. The MVSP Land Use Plan divides the Property into 15 “Planning Areas”. The southerly and easterly portions of the Property will accommodate up to 1,718 dwelling units (with an array of housing types and neighborhood amenities, including greenbelts, trails, a public sports park, open space, and an elementary school) and the northerly and westerly portions of the Property will accommodate civic node public facilities, business park, commercial business park, and commercial areas.
v. Tentative Tract Map No. PLN 22-0033 establishing the boundaries and dimension of lots and streets and the proposed grading for the Menifee Valley Specific Plan (Specific Plan No. PLN 21-0217). Following map recordation, the final map will become the legal document that identifies developable lots within the Specific Plan. vi. Development Agreement No. PLN 21-0338 approving a Development Agreement between Developer and the City of Menifee.
vii. Environmental Clearance Document: The Menifee Valley Specific Plan Environmental Impact Report, State Clearinghouse Number 2022-030233, together with its associated findings of fact and mitigation monitoring and reporting program has been certified by the City Council.

D. Subject to the Development Approvals, Developer intends to develop a project on the Property that shall remain within the following parameters (collectively, “Core Project Characteristics”):
i. Variety of Residential Housing Types: Developer proposes six Planning Areas (Planning Areas 1 through 6 as designated in the MVSP) which shall accommodate single- and multi-family residential homes, as well as residential neighborhood amenities that include but are not limited to: a private recreation center, greenbelts, a dog park, and an agriculture-themed business area that could include farm/produce stands, a garden/growing area, and small commercial and non-commercial animal keeping. ii. Retail and Service Commercial Frontage along Highway 74: Developer proposes approximately 42 acres of retail and service commercial within Planning Area 13 (as designated in the MVSP), with up to 560,000 sq. ft. of building space. Buildings are Item Title: 10.5
Menifee Valley Specific Plan
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2 anticipated to accommodate a mixture of commercial, retail and small business incubator uses. Agri-commercial uses are also permitted in Planning Area 13. iii. Job Creating Warehouse/Manufacturing/Industrial: Developer proposes up to 4,360,000 sq. ft. of building space within Planning Areas 10 and 11 (as designated in the MVSP). Buildings are anticipated to accommodate a mixture of general light industrial, manufacturing, warehouse/storage, fulfillment center, and e-commerce operations.

Building sizes will vary and have the potential to reach over 1,000,000 sq. ft. Within Planning Area 12 (as designated in the MVSP), Developer proposes up to 1,150,000 sq. ft. of building space anticipated to accommodate business park, commercial, retail, incubator, and small -scale light industrial. General light industrial, manufacturing, warehouse/storage, fulfillment center, and e-commerce operations are permitted in these locations except within distances as specified in Specific Plan, Section 4.0, to residential uses and Heritage High School.
iv. Public Amenities including Community Park with Pedestrian Bridge, Fire Station/Transit Facility, Linear/Pocket Parks: Planning Areas 7A, 7B, 8A, and 8B (as designated in the MVSP) provide 29.8 acres of Open Space-Recreation (OS-R) and 14.7 acres of Open Space-Conservation (OS-C) land uses in the southern portion of the Property. In total, the Open Space land uses represent 44.5 acres of the Property. Planning Area 9 (as designated in the MVSP) represents 5.3 acres in the southwestern corner of the Property area and is designated as a Civic Node Public Facility (PF) site for the location of a fire station or similar public service use. A passenger stop for trains using the rail line also could occur in this location.
v. Public Infrastructure On and Off-site: The Project will include the construction of public roads bordering and internal to the Property, including Highway 74, Menifee Road, Briggs Road, Malaga Road, and McLaughlin Road. The Project will also include improvements to offsite public roads including, but not limited to, McLaughlin Road from Menifee Road to Case/Matthews Road, Case/Matthews Road from the future extension of McLaughlin Road to approximately 250 feet south of Ethanac Road, and McCall Boulevard from Encanto Drive to Menifee Road.

E. Government Code Sections 65864 et seq. (“Development Agreement Law”) authorize City to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purpose of strengthening the public planning process, encouraging private participation and comprehensive planning, and reducing the economic costs of such development. Developer and City have agreed to enter into this Development Agreement to memorialize and secure the respective expectations of City and Developer.

F. The City Council has found that this Agreement is in the best public interest of City and its residents. Approving this Agreement constitutes a present exercise of City’s authority to protect the public health, safety, and welfare, and the Project is consistent with the goals and Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 569

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2 policies of City’s General Plan and imposes appropriate standards and requirements with respect to the Development of the Property in order to maintain the overall quality of life and of the environment within City. Prior to its approval of this Agreement, City considered the environmental impacts of the Project and completed its environmental review of the Project.

G. On _______, the Planning Commission of City held a public hearing on Developer’s application for approval of this Agreement, made certain findings and determinations with respect thereto, and adopted Planning Commission Resolution No. ________, which recommended to the City Council that this Agreement be approved.

H. On __________, the City Council held a public hearing on Developer’s application for approval of this Agreement, considered the recommendations of the Planning Commission, and found that this Agreement is consistent with City’s General Plan. On ___________, the City Council introduced Ordinance No. _________, approving this Development Agreement for first reading. On __________, the City Council adopted Ordinance No. _________, which takes effect as of _______________.

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1Definitions. 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, or all letters capitalized, when used in the Agreement. The defined terms include the following:

1.1.1 “Actual Costs of Construction” means the sum of (i) hard and soft out-of- pocket costs paid to Unaffiliated third parties (including, without limitation, land use planning and engineering costs, land and right of way acquisition costs, utility easement acquisition costs, temporary construction easement costs, utility fees, construction and management costs, plan check, inspection, permit and construction fees); (ii) general conditions costs (to the extent not included in section “(i)” above, not to exceed five percent (5%) of hard costs); and (iii) an internal Developer project administration fee of up to three percent (3%) of the hard and soft costs set forth in (i) above to compensate Developer for performance of contract administration, bidding, accounting, design oversight, and project management. For the avoidance of doubt, the categories of costs set forth in clauses “(i)”, “(ii)”, and “(iii)” in the precedent sentence are mutually exclusive, and no cost in one category may be included in any other category. Actual Costs of Construction shall be evidenced by Developer’s submission of paid invoices or other documentation reasonably acceptable to City. Except as provided in clause (iii) above, internal project management and administrative costs and expenses paid to affiliates of Developer, if any, shall not be counted for purposes of the fee credit calculation.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 570

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2 1.1.2 “Administrative Adjustment” means any amendment to this Agreement which in the context of the overall Project contemplated by this Agreement does not substantially affect (i) the Term of this Agreement; (ii) permitted uses of the Property, (iii) provisions for the reservation, dedication, or conveyance of land; (iv) conditions, terms, restrictions or requirements for subsequent discretionary actions; (v) the density or intensity of the use of the Property or the maximum height or size of proposed buildings; (vi) monetary contributions by Developer.

1.1.3 “Agreement” means this Development Agreement.

1.1.4 “Affiliate” means a person or entity that, directly or indirectly controls Developer, is controlled by Developer, or is, with Developer, under common control of another person or entity. Indicia of control include, without limitation, interlocking management or ownership; identity of interests among family members; shared facilities and equipment; common use of employees; and use of substantially the same management, ownership or principals as Developer.

1.1.5“Applicable Law” means all federal, state, and local laws and regulations applicable to the Project as of the Effective Date.

1.1.6“Certificate” means the “Certificate of Agreement Compliance” referred to in Section 4.4 of this Agreement.

1.1.7“Caltrans” means the California Department of Transportation.

1.1.8“Certificate of Occupancy” means a formal certificate of occupancy or any other authorization for operational use of a building, structure, or area within the Property.

1.1.9 “CFD” means a Community Facilities District allowed to be formed pursuant to the CFD Act by City.

1.1.10“CFD Act” means the Mello-Roos Community Facilities Act of 1982 (California Government Code Section 53311 et seq.) as may be amended from time to time.

1.1.11“City” means the City of Menifee, a municipal corporation of the State of California.

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

1.1.13 “City Parties” means the City, City Council, City officers, employees, attorneys and agents.

1.1.14 “Claim” means any claim, loss, cost, damage, expense, liability, lien, action, cause of action (whether in tort, contract, under statute, at law, in equity or otherwise), charge, award, assessment, fine or penalty of any kind (including consultant and expert fees, Legal Costs, and expenses and investigation costs of whatever kind or nature), and any judgment caused or initiated by a third party. Without limiting the foregoing, “Claims” include any matter that results or arises in any way from any of the Item Title: 10.5
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2 following: (1) the noncompliance by Developer or its contractor with any applicable local, state and/or federal law or regulation, including, without limitation, any applicable federal and/or state labor laws or regulations (including, without limitation, if applicable, the requirement to pay state and/or federal prevailing wages and hire apprentices); (2) the implementation of Labor Code Section 1720 et seq. and/or any other similar law or regulation; and/or (3) failure by Developer to provide any required disclosure or identification as required by Labor Code Sections 1720 et seq., as the same may be amended from time to time, or any other similar law or regulation.

1.1.15“Conceptual Phasing Plan” means the planned sequence and timing in which the Project may be constructed, as set forth in Exhibit C, which sequence and timing may be modified subject to any conditions reasonably imposed by City pursuant to Section

3.5. 1.1.16 “Conflict” as that term is used in Section 3.5 means any City-imposed modification that: (a) changes the permitted uses of the Property, the density and intensity of use (including, but not limited to, floor area ratios of buildings), or the maximum height and size of proposed buildings in a manner that is not consistent with the Development Plan; (b) imposes new or additional requirements, or changes existing requirements, for reservation or dedication of land for public purposes or requirements for infrastructure, public improvements, or public utilities that are not otherwise provided for pursuant Development Plan (subject to the reservation of authority in Section 3.5.1); (c) changes in conditions upon Development of the Project on the Property other than as permitted by Section 3.5.1; (d) expressly limits the timing, phasing, or rate of Development of the Property in a manner that is not consistent with the Development Plan; (e) limits the location of building sites, grading, or other improvements on the Property in a manner that is not consistent with the Development Plan; or (f) unreasonably limits the processing or procuring of applications and approvals of Subsequent Development Approvals.

1.1.17 “Costs” means quantifiable expenses of any kind, including without limitation the allocated value of staff time, amounts expended for consultant and/or legal services, acquisition expenses, and allocated overhead.

1.1.18 “Core Project Characteristics” means those core characteristics of the Project described in subparagraphs “i” through “v” of Recital D.

1.1.19 “Default” means the failure to perform any material duty or obligation set forth in this Agreement or to comply in good faith with the terms of this Agreement.

1.1.20 “Developer” means Minor Ranch LLC, a Delaware limited liability company, its Affiliates, and their successors in interest to all or any part of the Property.

1.1.21 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping and all other facilities and improvements.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 572

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2 “Development” also includes the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement, landscaping or facility after the construction and completion thereof.

1.1.22 “Development Approvals” means all permits, licenses, consents, rights and privileges, and other actions subject to approval or issuance by City in connection with Development of the Project on the Property issued by City on or before the Effective Date, including but not limited to the Development Approvals listed in Recital C, subparagraph “i” through “vii”.

1.1.23 “Development Agreement Law” means Government Code Section 65864 et seq. which govern the terms, procedures, and requirements for entering into statutory development agreements, including this Agreement.

1.1.24 “Development Impact Fees” means the monetary consideration charged by City in connection with a development project for the purpose of defraying all or a portion of the cost of mitigating the impacts of the Project and development of the public facilities related to Development of the Project. Development Impact Fees shall not include:
(i) City’s normal fees for processing, environmental assessment/review, tentative tracts/parcel map review, plan checking, site review, site approval, administrative review, building permit (plumbing, mechanical, electrical, building), inspection, and similar fees imposed to recover City’s Costs associated with processing, review, and inspection of applications, plans, specifications, etc.; and/or (ii) fees and charges levied by any other public agency, utility, district, or joint powers authority, whether or not such fees are collected by City.

1.1.25 “Development Plan” means the plan for Development of the Project on the Property which shall be subject to the Development Approvals, the Core Project Characteristics, the conceptual site plan included in the MVSP, the Mitigation Monitoring and Reporting Program on file with City and adopted and approved by City in connection with its approval of the Project, the Conceptual Phasing Plan attached as Exhibit C, the payment of Development Impact Fees, and the payment of fair share fees and completion of Offsite Improvements as described in Exhibit E and Section 5.3 of this Agreement, and the Land Use Regulations.

1.1.26 “Development Requirement” means any requirement of City in connection with or pursuant to any Development Approval for the dedication of land, the construction or improvement of public facilities, the payment of fees (including Development Impact Fees) or assessments in order to lessen, offset, mitigate or compensate for the impacts of Development on the environment, or the advancement of the public interest.

1.1.27 “Effective Date” means ______________, which is the date that the ordinance approving this Agreement becomes effective.

1.1.28 “Eligible TUMF Reimbursements/Credits” means the maximum amount of reimbursement and/or credits from the Transportation Uniform Mitigation Fee Program resulting from Developer’s construction of the McCall Boulevard Improvements, provided Item Title: 10.5
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2 that the amount of reimbursement and/or credit does not exceed the actual costs of construction of the McCall Boulevard Improvements.

1.1.29“Excess Contributions” means, to the extent they exceed, the difference between the actual cost of the community and area-wide infrastructure and park benefits as set forth within Exhibit F, and the cost of the Development Requirements City could otherwise impose on the Project.

1.1.30“Fair Share Fee” means the pro rata dollar amount and estimated fair share percent responsibility of the Project for the Offsite Improvements set forth in Schedule 2 of Exhibit E.

1.1.31“Fire Station / Public Facility Site” means the 5.3 acres located within Planning Area 9 (as designated in the MVSP), which shall be deeded to City as a separate legal lot, mass graded with frontage improvements and connections for all utility types stubbed to the property, and which is anticipated to contain a fire station, transit stop or other civic uses, and which will contain a maximum build-out of 120,000 sq. ft.

1.1.32“Forecasted Daily Trips” means the number of daily traffic trips estimated to be caused by the development included in a Subsequent Development Approval (i.e., home(s), building(s), park(s), or other use(s) or structure(s)), with such estimates based upon the methodology and data as is utilized in the TIA.

1.1.33 “Force Majeure Delay” means, pursuant to Section 11.12, a delay in performance of this Agreement caused by strikes; acts of God; a declaration of emergency as a result of a public health issue, including the occurrence of any pandemic; enemy action; civil disturbances; wars; terrorist acts; fire; unavoidable casualties; referenda; or mediation, arbitration, litigation, or other administrative or judicial proceeding commenced by a third party and involving the Development Approvals or Subsequent Development Approvals or this Agreement.

1.1.34 “Highway 74 Improvements” means all required frontage improvements and improvements identified in the TIA effecting Highway 74 that require permits and/or approvals from the Caltrans.

1.1.35 “Highway 74 Retail Commercial Project Component” means a retail/commercial center of approximately 20.67 acres that will consist of commercial retail uses that will total approximately 115,000 S.F. of development;

1.1.36 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations, City adopted plans (including, but not limited to, trail plans and park master plans) and official policies of City adopted and effective on or before the Effective Date governing Development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement, grading, and construction standards and specifications applicable to the Development of the Property. “Land Use Regulations” Item Title: 10.5
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2 does not include any City ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes and assessments;
(c) the control and abatement of nuisances;
(d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain; and
(f) the amount of processing fees or Development Impact Fees.

1.1.37 “Legal Costs” means for any Person, all actual and reasonable costs and expenses such Person incurs in any legal proceeding (or other matter for which such Person is entitled to be reimbursed for its Legal Costs), including reasonable attorneys’ fees, court costs and expenses, including in or as a result of any: (a) bankruptcy proceeding; (b) litigation between the Parties; (c) negotiating or documenting any agreement with a third party requested by the other Party; (d) requirement or request that such Person or its employees act as a witness in any proceeding regarding this Agreement or the other Party; and (e) review or approval that the other Party requests of such Person. All references to Legal Costs shall include the hourly rates and costs of contract general counsel to City or Developer, respectively, and the lawyers employed in the office of such general counsel who provide legal services regarding a particular matter, adjusted to or billed at an hourly rate and multiplied by the time spent on such matter rounded to increments of one-tenth (1/10) of an hour, in addition to Legal Costs of outside counsel retained by City or Developer, respectively, for such matter.

1.1.38 “LOS” means a qualitative description of traffic flow based on several factors such as speed, travel time, delay, and freedom to maneuver. Six levels are typically defined ranging from LOS “A”, representing completely free-flow conditions, to LOS “F”, representing breakdown in flow resulting in stop-and-go conditions. LOS “E” represents operations at or near capacity, an unstable level where vehicles are operating with the minimum spacing for maintaining uniform flow.

1.1.39 “McCall Boulevard Improvements” means those Offsite Improvements on and adjacent to McCall Boulevard that are imposed on the Project as identified in the TIA because (i) the Project adds traffic at an area with an already unacceptable LOS (i.e., LOS “F), and (ii) the improvements are necessary or appropriate to avoid an unacceptable LOS.

1.1.40“McCall Excess Contribution” means sixty three percent (63%) of the Developer’s Actual Costs of Construction of the McCall Boulevard Improvements.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 575

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1.1.41 “Mitigation Measures” means those requirements imposed on the Project pursuant to , the Mitigation Monitoring and Reporting Program on file with City and adopted and approved by City in connection with its approval of the Project.

1.1.42 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device, a lender or each of their respective successors and assigns.

1.1.43 “Municipal Code” means the Menifee Municipal Code as it existed on the Effective Date.

1.1.44 “MVSP” has the meaning assigned to that term in subparagraph iv of Recital C.

1.1.45 “Notice of Non-Compliance” as that term is used in Section 4.3 means a written notice specifying the grounds on which any Party concludes that the other Party has not complied in good faith with the terms of the Agreement, and providing all facts demonstrating such non-compliance.

1.1.46 “Offsite Improvements” means those improvements to be developed outside of the Property, as included on Exhibit E.

1.1.47“Paseo 8A” means the greenbelt of passive recreation, including a Class I bicycle trail, contiguous pedestrian trail, and landscaped green space within Planning Area 8A (as designated in the MVSP).

1.1.48“Paseo 8B” means the greenbelt of passive recreation, including a Class I bicycle trail, contiguous pedestrian trail, and landscaped green space within Planning Area 8B (as designated in the MVSP).

1.1.49 “Party” and “Parties” mean and refer to City and/or Developer, as context dictates, and their respective successors, assigns, and Affiliates.

1.1.50“Pedestrian Bridge” means the bridge that will cross over the Riverside County Transportation Commission (RCTC) railroad tracks to the south to connect the proposed greenbelt within Planning Area 8A (as designated in the MVSP) with an existing greenbelt system in the community of Heritage Lake, and provide for non-vehicular connectivity between the MVSP area and the community of Heritage Lake.

1.1.51 “Person” means any association, corporation, government, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization or other entity of any kind.

1.1.52“Private Community Recreation Center / Clubhouse” means a private community recreation center, which may include a private pool(s) and clubhouse building that will be provided within the Residential (R) Planning Areas (i.e., Planning Areas 1, 2, 3, 4, 5 or 6) of the MVSP and serve the residents of the MVSP.

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1.1.53 “Project” means the Development of the Property consistent with the Development Plan.

1.1.54 “Property” means the real property described on Exhibit A and depicted on Exhibit B to this Agreement.

1.1.55 “Public Improvements Agreement” means an agreement in a form reasonably approved by the City Attorney that sets forth the procedures for design, construction, funding, and acceptance of those public improvements required to be constructed by Developer pursuant to this Agreement.

1.1.56 “RBBD” means a Road and Bridge Benefit District formed under or pursuant to Applicable Law, including without limitation Government Code Section 66484.

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

1.1.58“Sports/Aquatic Park” means the park that will be constructed within the approximately 16.7 acre area in Planning Area 7A (as designated in the MVSP). This public park will be designed to include ball fields, an aquatic center, playground equipment, parking and other associated amenities. This will serve as a public park.

1.1.59 “Subsequent Development Approvals” means all permits, licenses, consents, rights and privileges, and other actions subject to approval or issuance by City for the Development of the Project on the Property issued by City after the Effective Date.

1.1.60 “Subsequent Land Use Regulations” means all ordinances, codes, rules, regulations, City adopted plans and official policies of City adopted and effective after the Effective Date of this Agreement governing Development and use of the Property, including, without limitation, the permitted use of the Property, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement, and construction standards and specifications applicable to the Development of the Property; provided, however, that “Subsequent Land Use Regulations” do not include any City ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of business, professions, and occupations; (b) taxes and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or entry upon public property; (e) the exercise of the power of eminent domain; and (f) the amount of processing fees or Development Impact Fees.

1.1.61 “Term” means the period of time from the Effective Date until the expiration of this Agreement as provided in Section 2.3, or earlier termination as provided in Section 9.

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1.1.62 “TIA” means that certain Traffic Impact Analysis for the Menifee Valley Specific Plan, prepared by LSA Associates, dated September 2023, and on file with the City Clerk of the City of Menifee.

1.1.63 “Transfer” means sell, assign, or transfer.

1.1.64“Unaffiliated” means and refers to a person or entity that is not an Affiliate.

1.1.65 “Zoning Code” means the Title 9, Zoning of the Municipal Code.

1.2Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit A Legal Description of the Property
Exhibit B Map Showing Property and Its Location
Exhibit CConceptual Phasing Plan
Exhibit DRESERVED
Exhibit EOffsite Improvements and Fair Share Obligations Exhibit FCommunity-Wide and Area-Wide Infrastructure and Park Benefits

2. GENERAL PROVISIONS.

2.1Binding Effect of Agreement. From and following the Effective Date, Development of the Project and City actions on applications for Subsequent Development Approvals respecting the Development of the Project shall be subject to the terms and provisions of this Agreement.

2.2Assignment. Upon the Transfer in whole or in part, of Developer’s right and interest to all or any portion of the Property, Developer may, at least thirty (30) days prior to completion of the Transfer, apply to City for a release from its obligations hereunder with respect to the portion of the Property so Transferred. City shall approve the partial or full release if: (i) Developer is not in Default of this Agreement at the time of the approval of the release, or provides adequate assurances to the satisfaction of City, in City’s sole and absolute discretion, that Developer will cure any Default prior to the Transfer; (ii) with respect to the Transfer of any lot that has not been fully improved, the transferee executes and delivers to City a written assumption agreement in substance and form which is approved by City’s Attorney, which approval shall not be unreasonably denied, and in which: (A) the name and address of the transferee is set forth; (B) the transferee expressly assumes the obligations of Developer under this Agreement as to the portion of the Property transferred; (C) the transferee provides commercially reasonable assurances of its performance of the obligations of Developer that transferee proposes to assume; and (D) the assumption agreement adequately allocates to the transferee (or justifies the non- allocation) credits, reimbursements, or other benefits and obligations of Developer under this Agreement that relate to the portion of the Property transferred. Failure to obtain City approval of Item Title: 10.5
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a written assumption agreement hereunder shall not negate, modify or otherwise affect the liability under this Agreement of any transferee or future owner of any portion of the Property. Developer shall remain responsible for all obligations set forth in the Agreement that are not subject to an assignment approved by City in accordance with this paragraph.

2.3Term.

2.3.1 The term of this Agreement shall commence on the Effective Date and, except for those provisions in this Agreement that expressly survive the expiration or termination of this Agreement, shall continue thereafter for a period of fifteen (15) years from and after the Effective Date, with one additional optional extension of five (5) years which may be exercised at the sole discretion of any Party so long as (i) the optional extension is exercised prior to the expiration of the initial fifteen (15) year term, (ii) at least seventy five thousand (75,000) square feet of duly permitted commercial retail square footage has been constructed in the Highway 74 Retail Commercial Project Component, and (iii) this Agreement has not, prior to the exercise of the optional extension, been terminated, modified, or extended by circumstances set forth in this Agreement or by mutual written consent of the Parties.

2.3.2 Where a shorter term is not mandated by Applicable Law, the term of any and all discretionary Development Approvals and discretionary Subsequent Development Approvals shall automatically be extended for the longer of the Term of this Agreement or the term otherwise applicable to such discretionary Development Approvals or discretionary Subsequent Development Approvals. For the avoidance of doubt, the following categories of Development Approvals and Subsequent Development Approvals shall be deemed “not discretionary” for purposes of this Section: grading permits, building permits, improvement permits, landscape permits, wall and fence plans, and signage permits and programs.

3. DEVELOPMENT OF THE PROPERTY.

3.1Rights to Develop. Subject to the terms of this Agreement, Developer shall have a vested right to develop the Project on the Property in accordance with, subject to, and to the extent of, the Development Plan.

3.2Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to Development of the Property, shall be those contained in the Development Plan and the Land Use Regulations.

3.3Timing of Development. The Parties acknowledge that Developer cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d Item Title: 10.5
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465, that the failure of the parties therein to provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the Parties’ intent to cure that deficiency by acknowledging and providing that Developer shall have the right to develop the Property, subject to such conditions as may be imposed by City pursuant to Section 3.5, in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment. Nothing in this Section is intended to alter the standard durational limits of any applicable permits issued to Developer.

3.4Changes and Amendments.

3.4.1Application for Subsequent Development Approval. The Parties acknowledge that Development of the Project will likely require Subsequent Development Approvals, and that in connection therewith Developer may determine that changes are desirable in the existing Development Approvals or Development Plan. If Developer finds that such a change is desirable, Developer may apply, in writing, for an amendment to prior Development Approvals or the Development Plan to effectuate such change, and City shall process and act on such application in the normal manner for processing such matters.

3.4.2Approval Process and Authority. The approval process and authority for Subsequent Development Approvals shall be as set forth in the MVSP. Without limiting the foregoing, the Parties acknowledge that the MVSP allows for administrative approvals of (i) residential tract maps, (ii) commercial plot plans, and (iii) industrial plot plans so long as buildings do not exceed 1,450,000 square feet in Planning Area 10 (as designated in the MVSP), 1,400,000 square feet in Planning Area 11 (as designated in the MVSP), and 570,000 in Planning Area 12 (as designated in the MVSP); provided, however that (x) no administrative approval shall be authorized for any application for development that is not consistent with the MVSP and all development and design standards, (y) no administrative approval shall be allowed for variances, conditional use permits, and/or any development that requires subsequent or supplemental environmental review under 14 Cal.

Code. Regs. 15162 or an addendum to a previously approved environmental document under 14 Cal. Code Regs 15164, and (z) in every instance, the administrative approval authority may choose, in their sole and absolute discretion, to request review and approval from the Menifee Planning Commission of any matter otherwise eligible for administrative review.

3.4.3Changes in Density and Intensity. City shall have no obligation to grant any application for a Subsequent Development Approval by Developer (including, without limitation, General Plan amendments, zone changes, or variances) that increases the overall intensity or density of Development or, in the sole and absolute discretion of City’s City Manager, otherwise causes a substantial modification of the Development Plan.

3.4.4Processing Timelines. The Parties recognize and agree that processing timelines for Subsequent Development Approvals are dependent on workload, employee and consultant availability, and other factors that are unknown as of the Effective Date.

Subject to those uncertainties, City will aim to process all plan checks associated with applications for Subsequent Development Approvals on the following schedule: (1) City Item Title: 10.5
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will deliver plan check comments within three (3) weeks following receipt of a complete initial submittal, and (2) City will deliver plan check comments within two (2) weeks following receipt of a complete second submittal, and each subsequent complete submittal.

3.4.5Incorporation of Modifications Into Vested Project. If approved in a form to which Developer and City have both, in their respective sole and absolute discretion, consented in writing, any application effectuating a change in the Development Approvals or Development Plan shall be incorporated herein and any resulting modifications to the Exhibits to this Agreement, shall be administratively appended to this Agreement for tracking purposes, and a notice thereof shall be recorded in the Official Records of the County of Riverside.

3.5Reservation of Authority.

3.5.1Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development of the Project on the Property:
(a) Processing fees and charges of every kind and nature imposed by City to cover the estimated actual Costs to City of processing applications for Development Approvals, or Subsequent Development Approvals, or for monitoring compliance with any Development Approvals or Subsequent Development Approvals granted or issued.
(b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearing, reports, recommendations, appeals and any other matter of procedure.
(c) Changes adopted by the California Building Standards Commission to the California Building Code, from time to time, as well as local modifications to the California Building Code adopted by City as Subsequent Land Use Regulations.
(d) Changes to existing Development Impact Fees, adoption of new Development Impact Fees, and/or adoption or amendment of any other fees, assessments, or charges adopted by the City Council.
(e) Regulations imposed by City which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health or safety. To the extent reasonable and feasible, any such regulations shall be applied and construed consistent with Section 3.5.2 below to provide Developer with the rights and assurances provided under this Agreement. (f) Regulations imposed by City which are not in conflict with the Development Plan and this Agreement.

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(g) Regulations which conflict with the Development Plan provided Developer and City have given written consent to the application of such regulations to Development of Property.
(h) Laws and regulations imposed by Federal, State, regional, or other governmental authorities, or imposed directly by City as necessary to comply with Federal, State, regional or other governmental authorities’ regulations, which City is required to enforce against the Property or the Development of the Property.

3.5.2Future Discretion of City. This Agreement shall not prevent City, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the Development Plan, nor shall this Agreement prevent City from (i) denying or conditionally approving any Subsequent Development Approval on the basis of the Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan, and/or (ii) reasonably conditioning any Subsequent Development Approval that is inconsistent with the Conceptual Phasing Plan as necessary to ensure that infrastructure, improvements, and public benefits for and from the Project are delivered in a time and in a manner that is functionally equivalent to the delivery of infrastructure, improvements, and public benefits that would occur if the Project were constructed under the Conceptual Phasing Plan..

3.5.3Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, 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 State or Federal 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 provisions impractical to enforce.

3.5.4Taxes, Assessments and Fees; Reservation of Rights. This Agreement shall not prevent City from enacting, levying, or imposing any new or increased tax, assessment or fee, and from applying that fee to the Project and/or the Property. Developer shall timely pay all applicable fees, charges, assessments, and special and general taxes validly imposed in accordance with the Constitution and laws of the State of California. Notwithstanding the foregoing, nothing set forth herein is intended or shall be construed to limit or restrict whatever right Developer might otherwise have to challenge any fee, charge, assessment, or tax either adopted and imposed by City after the Effective Date.

3.6Regulation by Other Public Agencies. It is acknowledged by the Parties that other public agencies not subject to control by City possess authority to regulate aspects of the Development of the Project on the Property, and this Agreement does not limit the authority of such other public agencies.

3.7Compliance with Government Code Section 66473.7. As mandated by Government Code Section 65867.5, any tentative map prepared for the subdivision(s) included within the Project will comply with Government Code Section 66473.7.

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3.8Vesting Tentative Maps. If any tentative or final subdivision map, or tentative or final parcel map, heretofore or hereafter approved in connection with Development of the Project on the Property, is a vesting map under the Subdivision Map Act (Government Code Section 66410, et seq.), and if this Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right to develop to Developer, then and to that extent the rights and protection afforded Developer under the laws and ordinances applicable to vesting maps shall supersede the provisions of this Agreement. Except as set forth immediately above, Development of the Property shall occur only as provided in this Agreement, and the provisions in this Agreement shall be controlling over any conflicting provision of law or ordinance concerning vesting maps.

3.9Processing of Applications and Permits. Upon satisfactory completion by Developer of all required preliminary actions and payment of appropriate processing fees, City shall promptly proceed to process, check, and make a determination on all applications for development and building approvals within the times set forth in the Permit Streamlining Act (Chapter 4.5 (commencing with Section 65920) of Division 1 of Title 7 of the California Government Code), the Subdivision Map Act (Division 2 (commencing with section 66410) of Title 7 of the California Government Code) and other applicable provisions of law, as the same may be amended from time to time. Developer may request that City identify dedicated staff and/or consultants to further expedite the processing, checking, and determinations on applications for development and building approvals, and City may reasonably accommodate Developer’s request subject to the availability (in City’s sole determination) of available and qualified staff and consultants for such purpose. City shall reasonably attempt to process all plan checks within three (3) weeks following of each initial submittal and within two (2) weeks following each second or subsequent submittal so long as (i) Developer’s plans for a phased project and all plan check submittals include a detailed memorandum identifying all design exceptions, (ii) Developer’s second and subsequent submittals include complete and comprehensive responses to prior-issued comments by City and/or its consultants, and (iii) Developer and all relevant experts and consultants schedule and participate in a meeting with appropriate City staff and consultants prior to each initial plan submittal.

4. REVIEW FOR COMPLIANCE.

4.1Periodic Review. During the Term, City’s City Manager or their designee, shall review this Agreement during May of each year following the Effective Date, in order to ascertain the good faith compliance by Developer with the terms of the Agreement. As part of that review, Developer shall submit an annual monitoring review statement describing its actions in compliance with this Agreement, in a form acceptable to City’s City Manager, by March 15 of that year. The statement shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year.

The amount of the annual review and administration fee shall be set by resolution of the City Council.

4.2Special Review. The City Council may order a special review of compliance with this Agreement at any time. Developer shall cooperate with City in the conduct of such special reviews.

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4.3Procedure. In connection with any periodic or special review, each Party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the Agreement, to explain the basis for such assertion, and to receive from the other Party a justification of its position on such matters. If on the basis of the Parties’ review of any terms of the Agreement, any Party concludes that the other Party has not complied in good faith with the terms of the Agreement, then such Party may issue a written Notice of Non- Compliance. The Party receiving a Notice of Non-Compliance shall have thirty (30) days to respond in writing to said Notice of Non-Compliance. If a Notice of Non-Compliance is contested, the Parties shall have up to sixty (60) days to arrive at a mutually acceptable resolution of the matters occasioning the Notice of Non-Compliance. In the event that the Parties are not able to arrive at a mutually acceptable resolution of the matter(s) by the end of the sixty (60) day period, the Party alleging the non-compliance may thereupon pursue the remedies provided in Section 8.

4.4Certificate of Agreement Compliance. If, at the conclusion of a periodic review pursuant to Section 4.1 or special review pursuant to Section 4.2, Developer is found to be in compliance with this Agreement, City shall, upon request by Developer, issue a Certificate to Developer stating that after the most recent periodic or special review and based upon the information known or made known to City’s City Manager and City Council that (1) this Agreement remains in effect and (2) Developer is in compliance. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review.

Developer may record the Certificate with the County Recorder. Additionally, Developer may at any time request from City a Certificate stating, in addition to the foregoing, which obligations under this Agreement have been fully satisfied with respect to the Property, or any lot or parcel within the Property.

5. FEES, BENEFITS, AND IMPROVEMENTS

5.1Development Impact Fees. Developer agrees that all Development Approvals and Subsequent Development Approvals that do not require an amendment to this Agreement under Section 3.5 shall be subject to the Development Impact Fees, which shall be paid in the amounts applicable as of the date of payment.

5.1.1Development Impact Fee Payment Timing. Except as specified in Section 5.1.2, below, all Development Impact Fees arising from or relating to residential and non-residential development components of the Project shall be due and shall be paid by Developer to City concurrent with existing City policies and ordinances.

5.1.2Development Impact Fee Credits. To the extent Developer completes and dedicates to City improvements otherwise included in City’s Development Impact Fee programs existing as of the Effective Date, Developer shall be entitled to and receive a reduction in its Development Impact Fee payment obligation up to the amount of Development Impact Fees assigned to such improvements in the applicable Development Impact Fee program (i.e., transportation, fire, parks, Quimby). Notwithstanding the foregoing, the Parties may mutually agree to allow the posting of adequate security (which shall, at a minimum, be posted prior to the date by which the Development Impact Fee Item Title: 10.5
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payment would otherwise be due) in an amount sufficient to cover the costs of Development Impact Fees owed by Developer when the Parties contemplate that Developer will within a reasonable period of time obtain a right to Development Impact Fee credits. Upon obtaining anticipated Development Impact Fee credits, any security provided by Developer will be reduced in an amount that corresponds with the amount of the Development Impact Fee credits and ensures that any remaining security is sufficient to cover remaining owed, but unpaid, Development Impact Fees.

5.2Public Benefit. Developer shall construct or cause the construction of all of the community and area-wide infrastructure and park benefits as set forth in Exhibit F, even though those benefits include some Development Requirements City could not otherwise impose on the Project. City and Developer agree that this Agreement serves as a contractual mechanism which facilitates construction of such facilities. Developer’s Excess Contributions toward the improvements set forth in Exhibit F are estimated to exceed the dollar value of the Development Requirements City could otherwise impose on the Project without this Agreement by Thirty-Seven Million Dollars ($37,000,000).

5.3Fair Share Offsite Improvement Fees. The Offsite Improvements subject to pro rata contribution by Developer, the total estimated cost of each Offsite Improvement, the Project pro rata share percentage for each Offsite Improvement, the pro rata fair share cost for each Offsite Improvement, and the total Fair Share Fees, are as set forth in Schedule 2 of Exhibit E. The total Fair Share Fees is Four Million Nine Hundred Fifty Thousand Three Hundred Thirty Dollars ($4,950,330). Fair Share Fees shall be paid to City as follows:

5.3.1 Business Park and Commercial Business Park (BP/CBP) contribution (Planning Areas 10, 11, and 12 as designated in the MVSP): Two Million Forty-Six Thousand Eighty-Two Dollars and Eight-Four Cent ($2,046,082.84) shall be paid to City prior to the recordation of Final Map 38303 creating the legal Business Park, and Commercial Business Park lots (lots 4 through 7 as shown on Tentative Tract Map 38303).

5.3.2 Commercial contribution (Planning Area 13, as designated in the MVSP):

One Million Four Hundred Ten Thousand Six Hundred Seventy-Six Dollars and Seven Cents ($1,410,676.07) shall be paid to City prior to the earlier of (i) recordation of a final map, subsequent to the recordation of Final Map 38303, subdividing the Retail and Commercial zoned lots (lots 1 through 3 of Tentative Tract Map 38303), and (ii) issuance of a site-specific precise grading permit for the first Retail or Commercial development in Planning Area 13 (as designated in the MVSP).

5.3.3 Residential including school and Sports Park contribution (Planning Areas 1-6 and 7A, as designated in the MVSP): One Million Four Hundred Ninety-Three Thousand Five Hundred Seventy-One Dollars and Nine Cents ($1,493,571.09) shall be paid to City per the following. Payments shall be made prior to recordation of the first final map in each of Planning Areas 1-6 and 7A creating any residential lot, school lot, or sports park lot.

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(a) Prior to the recordation of the first final map within Planning Area 1 (as designated in the MVSP), a fee of Three Hundred Forty-Two Thousand Nine Hundred Dollars and Fifty-Five Cents ($342,900.55) shall be paid to City. (b) Prior to the recordation of the first final map within Planning Area 2 (as designated in the MVSP), a fee of Two Hundred Twenty-Four Thousand Thirty-Five Dollars and Sixty-Six Cents ($224,035.66) shall be paid to City. (c) Prior to the recordation of the first final map within Planning Area 3 (as designated in the MVSP), a fee of Three Hundred Fifty-One Thousand Three Hundred Ninety Dollars and Ninety Cents ($351,390.90) shall be paid to City. (d) Prior to the recordation of the first final map within Planning Area 4 (as designated in the MVSP), a fee of Two Hundred Twenty-Eight Thousand One Hundred Forty-Three Dollars and Ninety Cents ($228,143.90) shall be paid to City. (e) Prior to the recordation of the first final map within Planning Area 5 (as designated in the MVSP), a fee of Seventy-Five Thousand One Hundred Thirty-Five Dollars and Two Cents ($75,135.02) shall be paid to City. (f) Prior to the recordation of the first final map within Planning Area 6 (as designated in the MVSP), a fee of One Hundred Thirty-Seven Thousand Eight Hundred Fifty-Four Dollars and Six Cents ($137,854.06) shall be paid to City. (g) Prior to the recordation of the first final map within Planning Area 7A (as designated in the MVSP), a fee of One Hundred Thirty-Four Thousand One Hundred Eleven Dollars and no Cents ($134,111.00) shall be paid to City.

5.4Infrastructure Easements and Rights of Way. City and Developer shall cooperate in connection with any arrangements for granting, abandoning or relocating existing, or creating any new, utility or other easements, facilities, property rights or rights of way (collectively, "ROW"), necessary to effectuate the development of the Offsite Improvements; and if any such ROW is owned by Developer, City, or an agency of City, then Developer, City or such agency of City shall, at the request of Developer, subject to the rights of any third party with respect thereto, take such actions and execute such documents as may be necessary to grant, abandon, relocate and/or revest such ROW, as necessary in connection with the development of the Offsite Improvements. If and to the extent Developer requests such cooperation from City, Developer shall reimburse City for all costs and expenses incurred by City in connection with this Section

5.4. Any requested abandonment or relocation of a ROW pursuant to this Section 5.4 shall provide that any rights and/or benefits under such existing ROW shall be substantially and adequately replaced by any new ROW and/or the resulting Offsite Improvements (including, if necessary, any interim rights pending completion of the resulting McCall Boulevard Improvements).

5.5McCall Boulevard Improvements.

5.5.1Construction Obligation. Developer shall, in accordance with Applicable Laws, pay for (subject to the reimbursement obligations set forth in Section 5.5.5, below) Item Title: 10.5
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and construct the McCall Boulevard Improvements pursuant to a Public Improvements Agreement in a form acceptable to City.

5.5.2Construction Timing. Unless the Parties agree to alternate timing in accordance with Section 5.5.3, the McCall Boulevard Improvements shall be completed pursuant to the following schedule:
•Commencement of design of the McCall Boulevard Improvements: Within thirty (30) days following the Effective Date.
•Completion and approval of design of the McCall Boulevard Improvements:

Within twenty-four (24) months following the Effective Date; provided, however, that this deadline may be modified to account for delays not caused by Developer and beyond Developer’s control, as reasonably determined by the City Manager or their designee.
•Commencement of physical construction of the McCall Boulevard Improvements: Within twenty-five (25) months following the Effective Date; provided, however, that this deadline may be modified to account for delays not caused by Developer and beyond Developer’s control, including, but not limited Developer’s inability (after making diligent and commercially reasonable efforts) to obtain any necessary third party right of way, real estate interests, or utility realignments, as reasonably determined by the City Manager or their designee.
•Completion of the McCall Boulevard Improvements: Issuance of a Subsequent Development Approval that results in any of the following: (i) cumulative Forecasted Daily Trips from the residential development components of all Subsequent Development Approvals exceeding seven thousand six hundred seventy-nine (7,679), (ii) cumulative Forecasted Daily Trips from the business park and commercial-business park development components of all Subsequent Development Approvals exceeding thirteen thousand and forty (13,040), or (iii) cumulative Forecasted Daily Trips from all Subsequent Development Approvals exceeding twenty thousand seven hundred nineteen (20,719).

5.5.3Alternative Construction Timing Option. As an alternative to the schedule set forth in Section 5.5.2, the Parties may agree to a phasing plan for the McCall Boulevard Improvements that is based on the results of a mutually approved traffic study analysis/sensitivity analysis which shall be (i) funded by Developer but commissioned by City, and (ii) designed to ensure that roadway operation on and/or in the vicinity of the McCall Boulevard Improvements does not fall below LOS E. Developer's obligations with respect to construction of the McCall Boulevard Improvements, including performance and labor and materials security and warranty obligations, and City's obligations with respect to acceptance thereof, shall be set forth in a Public Improvements Agreement in a form reasonably acceptable to the City Attorney.

Item Title: 10.5
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Item Page Number: 587

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5.5.4Acceptance of Public Improvements. The McCall Boulevard Improvements are to be offered for dedication to City for ownership, operation and maintenance consistent with the Applicable Law as it may be modified from time to time.

City shall use good faith efforts to accept the McCall Boulevard Improvements within sixty (60) days after Developer's written request in accordance with the Public Improvements Agreement.

5.5.5Reimbursement. City shall reimburse Developer for the McCall Excess Contribution within three (3) years following the Notice of Completion from one or more of the following sources: (i) fair share contributions from other landowners that will receive a material benefit from the McCall Boulevard Improvements, (ii) special tax or bond proceeds from a land-based financing district, including without limitation a CFD and/or a RBBD, where such proceeds are eligible for use for reimbursement of all or a portion of the McCall Excess Contribution, (iii) funds from Community Benefit Agreements for battery storage facilities, and (iv) City’s General Fund. Notwithstanding the foregoing, City may reduce the McCall Excess Contribution amount, and thereby reduce City’s reimbursement obligation under this Section 5.5.5, as follows:
(a) Developer shall be responsible for seeking Eligible TUMF Reimbursements/Credits from the Western Riverside Council of Governments Transportation Uniform Mitigation Fee program, and City shall be entitled to reduction in the McCall Excess Contribution in an amount equal to the Eligible TUMF Reimbursements/Credits.
(b) If City Council determines in its reasonable discretion that completion of the pedestrian bridge is not feasible within the timeframes required in Exhibit F (i.e., approval of construction drawings prior to first production Certificate of Occupancy for residential development; and certificate of completion prior to issuance of Certificate of Occupancy for two hundred fiftieth (250 th) residential unit), then City may waive and release Developer from its obligation to construct the pedestrian bridge and in exchange reduce the McCall Excess Contribution in an amount equal to three million nine hundred thousand dollars ($3,900,000) minus the reasonable costs incurred by Developer to to design and construct the pedestrian bridge prior to City making the election authorized by this Section 5.5.5(b).

5.6Highway 74 Improvements.

5.6.1Construction Obligation and Timing. Developer shall, in accordance with Applicable Laws, pay for and construct the Highway 74 Improvements pursuant to a Public Improvements Agreement in a form acceptable to City.

5.6.2Construction Timing. Unless the Parties agree to alternate timing in accordance with Section 5.6.3, the Highway 74 Improvements shall be completed pursuant to the following schedule:

Item Title: 10.5
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Item Page Number: 588

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•Commencement of design of the Highway 74 Improvements: Within thirty (30) days following the Effective Date.
•Completion and approval of design of the Highway 74 Improvements: Within thirty-six (36) months following the Effective Date; provided, however, that this deadline may be modified to account for delays not caused by Developer and beyond Developer’s control, as reasonably determined by the City Manager or their designee.
•Commencement of physical construction of the Highway 74 Improvements:

Within thirty-seven (37) months following the Effective Date; provided, however, that this deadline may be modified to account for delays not caused by Developer and beyond Developer’s control, as reasonably determined by the City Manager or their designee.
•Completion of the Highway 74 Improvements: Issuance of a Certificate of Occupancy that causes any of the following: (i) cumulative Forecasted Daily Trips from the business park and commercial-business park development components of all Subsequent Development Approvals exceeding ten thousand seven hundred ninety-six (10,796), or (ii) cumulative Forecasted Daily Trips from all Subsequent Development Approvals in Planning Area 13 (as defined in the MVSP) exceeding zero (0).

5.6.3Alternative Construction Timing Option. As an alternative to the schedule set forth in Section 5.6.2, the Parties may agree to a phasing plan for the Highway 74 Improvements that is based on the results of a mutually approved traffic study analysis/sensitivity analysis which shall be (i) funded by Developer but commissioned by City, and (ii) designed to ensure that roadway operation on and/or in the vicinity of the Highway 74 Improvements does not fall below LOS E. Developer’s obligations with respect to construction of the Highway 74 Improvements, including performance and labor and materials security and warranty obligations, and City’s obligations with respect to acceptance thereof, shall be set forth in a Public Improvements Agreement in a form reasonably acceptable to the City Attorney.

5.6.4Acceptance of Public Improvements and Notice of Completion. The Highway 74 Improvements are to be offered for dedication to Caltrans for ownership, operation, and maintenance consistent with the Applicable Law as it may be modified from time to time. City shall use good faith efforts to accept the Highway 74 Improvements within sixty (60) calendar days of Developers’ written request in accordance with the Public Improvements Agreement.

5.7Forecasted Daily Trip Tracking. Prior to each Subsequent Development Approval, and prior to each Certificate of Occupancy, Developer shall provide to City Manager or their designee an update on (i) the number of Forecasted Daily Trips associated with such Subsequent Development Approval, and (ii) the cumulative number of Forecasted Daily Trips for all Subsequent Development Approvals issued as of the date of the report (and including the Forecasted Daily Trips required by subdivision “(i)” of this section, with such total subdivided into Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 589

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categories for residential, business park and commercial business park, and commercial (including retail) development. Alternatively, the Parties may mutually agree to another method for periodically tracking Forecasted Daily Trip Tracking.

6. RESERVED.

7. FINANCING FOR PUBLIC IMPROVEMENTS AND SERVICES.

7.1Formation of CFDs and/or RBBDs. City may request that Developer agree to form or annex the Property into one of more CFD(s) and/or RBBD(s). Developer, on behalf of itself and its successors in interest, hereby irrevocably consents to formation and/or annexation of the Property into such CFD(s) and/or RBBD(s) and waives any and all right of protest or objection with respect to such formation and/or annexation. Developer agrees to cooperate with City and take all necessary action to accomplish the formation and/or annexation of the Property into the CFD(s) and/or RBBD(s), for the purposes of funding maintenance services for the Project and/or funding improvements, including without limitation the Offsite Improvements, that benefit the Project. Developer agrees to cooperate in the imposition of assessments related to the CFD(s) and/or RBBD(s), including without limitation, if required by City, the submission of a ballot to City by Developer (or its successors in interest) in favor of the formation of and/or annexation into the CFD(s) and/or RBBD(s) and the levying of such assessments. Nothing herein shall be construed as a commitment by City to form or annexation the Property into CFD(s) and/or RBBD(s), or as a limitation on City’s legislative discretion with respect thereto. Developer has agreed to the financing provisions set forth in this Section 7.1 and to perform the obligations hereunder in exchange for the consideration and benefits provided to Developer by City under this Agreement. Unless the Parties mutually agree in writing, a CFD and/or RBBD shall not be used to fund improvements or pay Development Impact Fees that are otherwise the obligation of Developer under this Agreement.

7.2Covenant Regarding CFD. For avoidance of doubt, the Parties agree that this Agreement includes and constitutes a covenant not to contest the formation of and/or annexation of the Property into CFD(s) and/or RBBD(s) as set forth in Paragraph 7.1. The covenant shall be binding upon successive owners of the Property, or any portion thereof, and shall also be binding upon any and all homeowners associations that have covenants, conditions, and restrictions governing the use of the Property.

8. DEFAULT AND REMEDIES.

8.1Specific Performance Available. The Parties acknowledge that money damages and remedies at law generally are inadequate and specific performance is a particularly appropriate remedy for the enforcement of this Agreement and should be available to Developer and City because the size, nature and scope of the Project, make it impractical or impossible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, Developer and/or City may be foreclosed from other choices they may have had to utilize or condition the uses of the Property or portions thereof. Developer and City have invested significant time and resources in performing extensive planning and processing for the Project and in negotiating and agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Item Title: 10.5
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Agreement, such that it would be extremely difficult to determine the sum of money which would adequately compensate Developer and/or City for such efforts. The Parties therefore agree that specific performance shall be the sole remedy available for a breach of this Agreement.

8.2Money Damages Unavailable. Neither Developer nor City shall not be entitled to any monetary compensation, whether characterized as money damages or injunctive or other relief compelling the payment of money, including attorney fees, from the other Party by reason of, arising out of, based upon, or relating to (a) the interpretation, enforcement, performance, or breach of any provision of this Agreement, or (b) the respective rights or duties of any of the Parties under the Development Approvals, the Subsequent Development Approvals, any Development Requirement, the Land Use Regulations, or the Subsequent Land Use Regulations.

Notwithstanding the foregoing, City may recover from Developer any fees or public benefits owed under or pursuant to this Agreement.

8.3Termination of Agreement.

8.3.1Termination of Agreement for Default of Developer. City in its discretion may terminate this Agreement for any failure of Default by Developer; provided, however, City may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 4.3 and thereafter providing written notice to Developer of the Default setting forth the nature of the Default and the actions, if any, required by Developer to cure such Default and, where the Default can be cured, Developer has failed to take such actions and cure such Default within thirty (30) days after the effective date of such notice or, in the event that such Default cannot be cured within such thirty (30) day period but can be cured within a longer time, as reasonably determined by City in its sole discretion, Developer has failed to commence the actions necessary to cure such Default within such thirty (30) day period and to diligently proceed to complete such actions and cure such Default.

8.3.2Termination of Agreement for Default of City. Developer in its discretion may terminate this Agreement for any Default by City; provided, however, Developer may terminate this Agreement pursuant to this Section only after providing written notice by Developer to City of the Default setting forth the nature of the Default and the actions, if any, required by City to cure such Default and, where the Default can be cured, the failure of City to cure such Default within thirty (30) days after the effective date of such notice or, in the event that such Default cannot be cured within such thirty (30) day period, the failure of City to commence to cure such Default within such thirty (30) day period and to diligently proceed to complete such actions and to cure such Default.

8.3.3Rights and Duties Following Termination. Upon the termination of this Agreement, no Party shall have any further right or obligation hereunder except with respect to (i) any obligations to have been performed prior to said termination, or (ii) any Default in the performance of the provisions of this Agreement which has occurred prior to said termination.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 591

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9. INDEMNIFICATION AND THIRD PARTY LITIGATION.

9.1 Indemnities by Developer.

9.1.1General Indemnity. Developer agrees to indemnify, protect, defend, and hold harmless the City Parties from and against any and all Claims which may arise, directly or indirectly, from the acts, omissions, or operations of Developer or Developer’s agents, contractors, subcontractors, agents, or employees pursuant to this Agreement, but excluding any loss resulting solely from the intentional or active negligence of the City Parties. Notwithstanding the foregoing, (i) City shall have the right to select and retain counsel to defend any such action or actions and Developer shall pay the cost thereof; provided, however, that the Parties agree to attempt in good faith to coordinate and/or consolidate their defense of any Claim that is subject to the indemnification provisions of this Section; and (ii) this indemnity obligation shall not apply to any Claim for which Developer has provided a separate indemnity to City by way of a separate instrument mutually accepted by the Parties.

9.1.2Prevailing Wage Indemnity and Notice to Developer of Labor Code Section 1781. In connection with, but without limiting, the indemnification obligations set forth in Section 9.1.1, Developer hereby expressly acknowledges and agrees that City is not by this Agreement affirmatively representing, and has not previously affirmatively represented, to Developer or any contractor(s) of Developer for any construction on or Development on or adjacent to the Property, in writing or otherwise, in a call for bids or any agreement or otherwise, that any work to be undertaken on the Property, as may be referred to in this Agreement or construed under this Agreement, is not a “public work,” as defined in Labor Code Section 1720, or under any similar existing or hereinafter enacted law or regulation.

The Parties agree that, in connection with the Development and construction (as defined by Applicable Law) of the Project, including, without limitation, any and all public works (as defined by Applicable Law), Developer shall bear all risks of payment or non-payment of prevailing wages under California law and/or federal law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. With respect to the foregoing, Developer shall be solely responsible, expressly or impliedly and legally and financially, for determining and effectuating compliance with all applicable federal, state and local public works requirements, prevailing wage laws, and labor laws and standards, and City makes no representation, either legally and/or financially, as to the applicability or non-applicability of any federal, state and local laws to the construction of the Project as it may be amended pursuant hereto or otherwise.

Without limiting the foregoing, Developer shall indemnify, protect, defend and hold harmless the City Parties, with counsel reasonably acceptable to City, from and against “increased costs” as defined in California Labor Code Section 1781 (including City’s reasonable attorneys’ fees, court and litigation costs, and fees of expert witnesses) in connection with the Development or construction (as defined by Applicable Law) of or on the Property, that results or arises in any way from (1) non-compliance by Developer of the requirement, if and to the extent applicable, to pay federal or state prevailing wages and hire apprentices, or (2) failure by Developer to provide any required disclosure or identification as required by California Labor Code Sections 1720 et seq. including without Item Title: 10.5
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Item Page Number: 592

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limitation specifically Section 1781, as the same may be amended from time to time. The foregoing indemnity shall survive the expiration or earlier termination of this Agreement.

9.2Indemnification Procedures. Wherever this Agreement requires Developer to indemnify any City Party:

9.2.1Prompt Notice. City shall promptly notify Developer in writing of any Claim.

9.2.2Cooperation. City shall reasonably cooperate with Developer’s defense, provided Developer reimburses City’s actual reasonable out of pocket expenses (including Legal Costs) of such cooperation.

9.2.3Settlement. Any settlement shall require the prior written consent of both City and Developer, which consent shall not be unreasonably withheld if the settlement is objectively financially reasonable. If City refuses to authorize a settlement that is objectively financially reasonable, it shall be responsible for costs and damages of the Claim that are in excess of those incurred through the date of City’s rejection of the proposal, plus the amount of the proposal.

9.2.4City Cooperation. City shall reasonably cooperate with Developer’s defense, provided Developer reimburses City for its actual reasonable out of pocket expenses (including Legal Costs) of such cooperation.

9.2.5Insurance Proceeds. Developer’s obligations shall be reduced by net insurance proceeds City actually receives for the matter giving rise to indemnification.

9.3Third Party Litigation. City shall promptly notify Developer of any Claim against City and/or any City Party, and/or any other administrative or judicial action to challenge, set aside, void, annul, limit or restrict the approval and continued implementation and enforcement of this Agreement. Developer agrees to reimburse City for its reasonable Legal Costs incurred in connection with the defense of the Claim and to fully defend and indemnify City for all costs of defense and/or judgment obtained in any such action or proceeding. City and Developer agree to cooperate in the defense of such action(s).

9.4Challenge to Enforceability of Specific Obligations. The Parties have determined in good faith that each of the provisions of this Agreement are valid and enforceable.

Notwithstanding, if a court of competent jurisdiction finds invalid or unenforceable any provision of this Agreement purporting to supersede or otherwise render ineffectual any federal, state, or local law or regulation in existence as of the Effective Date, Developer shall perform its obligations under such law or regulation as it existed on the Effective Date, or as otherwise specifically directed by a court of competent jurisdiction.

10. MORTGAGEE PROTECTION.

The Parties hereto agree that this Agreement shall not prevent or limit Developer from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. City Item Title: 10.5
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acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. Subject to compliance with Applicable Laws, City will not unreasonably withhold its consent to any such requested interpretation or modification provided City determines such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee has submitted a request in writing to City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any Default by Developer in the performance of Developer’s obligations under this Agreement.
(c) If City timely receives a request from a Mortgagee requesting a copy of any notice of Default given to Developer under the terms of this Agreement, City shall make a good faith effort to provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of Default to Developer. The Mortgagee shall have the right, but not the obligation, to cure the Default during the remaining cure period allowed such Party under this Agreement.
(d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. However, no Mortgagee (including one who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination, eviction or otherwise) shall have any obligation to construct or complete construction of improvements, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not be entitled to develop the Property or receive any benefit provided under this Agreement unless it first agrees in writing to fully comply with this Agreement and the Development Plan.

11. MISCELLANEOUS PROVISIONS.

11.1Option to Terminate Due to Litigation. If a lawsuit is filed challenging the Development Approvals or the ordinance approving this Agreement within the time periods for the filing of such lawsuits under the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) or the State Planning and Zoning Law (Government Code Section 65000 et seq.), then the Parties shall meet and confer concerning the potential impact of the lawsuit on this Agreement and the Development of the Project. Within thirty (30) days of such meeting, if Developer determines that such litigation may have an unacceptable adverse impact on the Project Item Title: 10.5
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or its rights under this Agreement, Developer may in its discretion terminate this Agreement by sending City a written notice of such termination, and the Parties shall be relieved of any further obligations to this Agreement, to the extent that such obligations have not been performed or have been incurred prior to such termination. Developer acknowledges and agrees that if this Agreement is terminated, other than by court order, City shall have the option to restore the General Plan, the Specific Plan, and zoning to the condition that existed prior to the adoption of the Development Approvals or ordinance approving this Agreement. In no event, however, shall Developer bring or cause to bring a lawsuit in any court against City to invalidate any provision in this Agreement that would result in the ability of Developer to keep the Development Approvals without having to comply with the terms and conditions of this Agreement.

11.2Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City Clerk within the period required by Government Code Section 65868.5.

Amendments approved by the Parties, and any termination, shall be similarly recorded.

11.3Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the Parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

11.4Estoppel Certificate. Any Party hereunder may, at any time, deliver written notice to any other Party requesting such Party to certify in writing that, to the best knowledge of the certifying Party, (i) this Agreement is in full force and effect and a binding obligation of the Party; (ii) this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments; and (iii) the requesting Party is not in Default in the performance of its obligations set forth in this Agreement or, if in Default, to describe therein the nature and amount of any such Defaults. A Party receiving a request hereunder shall execute and return such Certificate within sixty (60) days following the receipt thereof. Any third party including a Mortgagee shall be entitled to rely on the Certificate.

11.5Severability. 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, unless and to the extent the rights and obligations of any Party has been materially altered or abridged by such holding.

11.6Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California.

Any dispute between City and Developer over this Agreement shall be filed, and tried, in the Superior Court of the County of Riverside, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party or in favor of City shall not be employed in interpreting this Agreement, each of the Parties having been represented by counsel in the negotiation and preparation hereof.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 595

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11.7Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

11.8Singular and Plural. As used herein, the singular of any word includes the plural.

11.9Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

11.10Waiver. Failure of a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the Default of the other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.

11.11No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the Parties and their successors and assigns. No other Person shall have any right of action based upon any provision of this Agreement.

11.12Force Majeure. Subject to the limitations set forth below, the Term of this Agreement and the time within which any Party shall be required to perform any act under this Agreement shall be extended by a period of time equal to the number of days during which performance of such act is rendered impossible by a Force Majeure Delay that is beyond the reasonable control of the Party seeking the extension. An extension of time shall be for the period of the Force Majeure Delay and shall commence to run from the time of the commencement of the cause, if written notice by the Party claiming such extension is sent to the other Parties within ten (10) days of the commencement of the cause. If written notice is sent after such ten (10) day period, then the extension shall commence to run upon the receipt of such notice. the cumulative extensions for mediation, arbitration, litigation, or other administrative or judicial proceeding commenced by a third party and involving the Development Approvals or Subsequent Development Approvals or this Agreement shall not exceed fifteen (15) months, unless otherwise agreed to in writing in accordance with Section 11.13. The cumulative extensions of time for all other categories and types of Force Majeure Delays for individual performance obligations hereunder shall not exceed six (6) months. The cumulative extensions of the expiration of this Agreement as a result of Force Majeure Delays shall not exceed eighteen (18) months, unless otherwise agreed to in writing in accordance with Section 11.13.

11.13Extension of Time Limits. The time limits set forth in this Agreement may be extended by mutual consent in writing of the Parties without amendment to this Agreement.

Except as otherwise specified in this Agreement, each Party may agree or refuse to agree to any extension of time in its sole and absolute discretion.

11.14Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party.

11.15Successors in Interest. As provided in Government Code Section 65868.5, and except as otherwise provided in this Agreement, all of the terms, provisions, covenants and obligations contained in this Agreement shall be binding upon, and inure to the benefit of, City Item Title: 10.5
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and Developer, and their respective duly authorized successors and assigns. In no event shall this Agreement impose obligations.

11.16Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if each of the Parties had executed the same instrument.

11.17Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the Development of the Project is a private undertaking, that no Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the Development of private property and the owner of such property.

11.18Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement.

Upon the request of any Party at any time, the other Parties shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement.

11.19Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain.

11.20Amendments in Writing/Cooperation. Except as provided in Section 11.20.1 below, this Agreement may be amended only by written consent of both Parties or their successors- in-interest or assignees. Any amendment to this Agreement shall comply with the process requirements of the Development Government Code provisions for the amendment of Development Agreements.

11.20.1 Modifications Delegated to the City Manager. The City Manager is delegated the authority to make the following categories of modifications to this Agreement:
(a) Clerical and Conforming Revisions. The City Manager is authorized to correct typographical errors, references to draft documents, statutes, ordinances, page numbers, maps, and make similar clerical and conforming changes to this Agreement, or to any of the documents contemplated herein. If the City Manager elects to record any revised version of a previously-recorded document contemplated by this Agreement in order to reflect any clerical and confirming changes: (i) the City Manager shall provide Developer with thirty (30) days written notice of intent to record the revised document; (ii) the Parties agree that after thirty (30) days’ notice City Manager may record the revised document; and (iii) the Parties agree that the date upon which the original version of the Item Title: 10.5
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document was recorded shall remain and be deemed to be that document’s date of recordation.
(b) Incorporation and Identification of Subsequent Development Approvals. The City Manager is authorized to, at their discretion or upon request by Developer, execute and record in the Official Records a Notice of Subsequent Development Approval.
(c) Administrative Adjustments. The City Manager is authorized, in their discretion, to enter into Administrative Adjustments and shall not, except to the extent otherwise required by law, require notice of public hearing before the parties may execute an amendment hereto. The City Manager shall have the authority to execute an Administrative Adjustment or, in their discretion, seek approval of an Administrative Adjustment by City resolution.

11.21Authority to Execute. The Person or Persons executing this Agreement on behalf of Developer warrants and represents that he/they have the authority to execute this Agreement on behalf of his/their corporation, partnership or business entity and warrants and represents that he/they has/have the authority to bind Developer to the performance of its obligations hereunder.

11.22Notice. Any notice or communication required under this Agreement between the City and Developer must be in writing and may be given either personally, by registered or certified mail, return receipt requested, or by facsimile transmission. If given by registered or certified mail, the same shall be deemed to have been given and received on the date of actual receipt by the addressee designated below as the Party to whom the notice is sent. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. Notices delivered by facsimile transmission shall be deemed to have been given on the first business day following the date of transmission to the facsimile number. A Party may at any time, by giving ten (10) days’ written notice to the other Parties, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below:

To Developer: Minor Ranch LLC
3200 Park Center Drive
Suite 1000
Costa Mesa, CA 92626
Attention: Dave Bartlett, Vice-President
With a copy to: Songstad Randall Coffee Humphrey
3200 Park Center Drive
Suite 950
Costa Mesa, CA 92626
Attention: Tim Randall
To City: City of Menifee
Item Title: 10.5
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City Hall
29844 Haun Rd
Menifee, California 92586
Attn: City Manager
With a copy to: City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first set forth above.
[Signatures Attached]
Item Title: 10.5
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Item Page Number: 599

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City: CITY OF MENIFEE
By
Mayor
ATTEST:

By
City Clerk
APPROVED AS TO FORM:

By
City Attorney
(SEAL)
Developer: Minor Ranch LLC, a Delaware
limited liability company.

By
Title
By
Title
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 600

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STATE OF CALIFORNIA )
) ss:

COUNTY OF ) On ______________, 2024 before me, _____________________________________________ Notary Public (insert name and title of the officer),
personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

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

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 601

Menifee Mayor and City Council
February 21, 2024
Page
829 of 1711

EXHIBIT A 1

EXHIBIT A
Legal Description of the Property
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 602

Menifee Mayor and City Council
February 21, 2024
Page
830 of 1711

EXHIBIT A 2
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 603

Menifee Mayor and City Council
February 21, 2024
Page
831 of 1711

EXHIBIT A 3
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 604

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February 21, 2024
Page
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EXHIBIT A 4
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 605

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February 21, 2024
Page
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EXHIBIT A 5
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 606

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February 21, 2024
Page
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EXHIBIT A 6
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 607

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February 21, 2024
Page
835 of 1711

EXHIBIT B 1

EXHIBIT B
Map Showing Property and Its Location
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 608

Menifee Mayor and City Council
February 21, 2024
Page
836 of 1711

EXHIBIT C 1

EXHIBIT C
Conceptual Phasing Plan
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 609

Menifee Mayor and City Council
February 21, 2024
Page
837 of 1711

EXHIBIT D [RESERVED] 1

EXHIBIT D

RESERVED
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 610

Menifee Mayor and City Council
February 21, 2024
Page
838 of 1711

EXHIBIT E 1
EXHIBIT E1
Offsite Improvements and Fair Share Obligations
1 This is the Current Version of Exhibit E as of January 4, 2024. It is subject to City staff review and verification.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 611

Menifee Mayor and City Council
February 21, 2024
Page
839 of 1711

EXHIBIT E 2
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 612

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February 21, 2024
Page
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EXHIBIT E 3
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 613

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February 21, 2024
Page
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EXHIBIT E 4
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 614

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February 21, 2024
Page
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EXHIBIT E 5
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 615

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February 21, 2024
Page
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EXHIBIT E 6
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 616

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February 21, 2024
Page
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EXHIBIT E 7
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 617

Menifee Mayor and City Council
February 21, 2024
Page
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EXHIBIT F 1

EXHIBIT F
Community-Wide and Area-Wide Infrastructure and Park Benefits Infrastructure/Park
Feature
Developer Provides Developer
Receives
Timing2 Developer’s
Excess
Contributions

1.Fire Station /
Public Facility
Site
Developer shall dedicate fee title to
approximately 4.87 acres free and
clear of liens and encumbrances for
the development of a Fire Station
and/or Public Facility
Developer shall contribute $10
million to City for the construction
of a Fire Station and/or Public
Facility on the site.

Development
Impact Fee
credits in an
amount not to
exceed Fire DIF
otherwise
applicable to the
Project,
estimated at $2.7
million.

Site Conveyance: A Grant
Deed conveying a legal lot
for the fire station shall be
provided to City in a form
acceptable to City Attorney,
within ten (10) business
days following recordation
of Final Map 38303.

Pad Ready: Mass grading
and utility stubs to property
of all utility types shall be
completed no later than
April 1, 2025.

Frontage Improvements:

All frontage improvements
shall be completed no later
than the earlier of (i) sixty
(60) days prior to issuance
of the first Certificate of
Occupancy for Business
Park/Commercial Business
Park and (ii) April 1, 2026.

Financial Contribution:

Developer shall pay to City
$2.5 million of the $10
million contribution prior to
the earlier of issuance of
first residential building
permit or April 1, 2024 and
the remaining $7.5 million
prior to April 1, 2025.

Land Value:
$3.3 million
Fire Station
Contribution:
$10 million
Total Excess
Contribution:
$10.6 million

2.Sports/Aquatic
Park (16.7 Acres)
Developer shall build and dedicate
the Sports/Aquatic Park.

Development
impact fee credit
in an amount not
to exceed Park
DIF otherwise
Plot Plan must be approved
within 6 months following
recordation of the tract map
creating Park Lot.

Land Value:
$11.4 million
(required by
Quimby Act)
2 Notwithstanding the times set forth in this table, the parties may, in their sole and absolute respective discretion, mutually agree to modify timing for the delivery of the improvements described in this Exhibit F, without the need for an amendment to the Agreement.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 618

Menifee Mayor and City Council
February 21, 2024
Page
846 of 1711

EXHIBIT F 2
Infrastructure/Park
Feature
Developer Provides Developer
Receives
Timing2 Developer’s
Excess
Contributions
applicable to the
Project,
estimated at $1.7
million.

Conveyance of
the land for the
Sports Park shall
satisfy a portion
of Developer’s
Quimby Act
obligations.

Construction drawings must
be approved prior to 1st
production Certificate of
Occupancy for residential
development.

The Park must be complete
and open to the public prior
to issuance of Certificate of
Occupancy for the two
hundred fiftieth (250th)
residential unit.

Construction
Costs:
$15.7 million
Total Excess
Contribution:
$14.0 million

3.Pedestrian
Bridge3
Developer shall build and dedicate
the Pedestrian Bridge
Construction drawings must
be approved prior to first
production Certificate of
Occupancy for residential
development.

Certificate of completion
must be issued prior to
issuance of Certificate of
Occupancy for the two
hundred fiftieth (250th)
residential unit.

Construction
Cost:
$3.9 million
Total Excess
Contribution:
$3.9 million

4.Paseo 8A / Paseo
8B
Developer shall build and dedicate
to City Paseo 8A and Paseo 8B
(totalling approximately 14 acres),
with the exception of the proposed
EMWD well site.

Conveyance of
the land for
Paseo 8A / Paseo
8B shall satisfy a
portion of
Developer’s
Quimby Act
obligations.

Class I bicycle trail and
contiguous pedestrian trail
within PA 7A, Paseo 8A,
Paseo 8B, and PA 9 must be
completed prior to issuance
of the first Certificate of
Occupancy within any of
Planning Areas 1, 2, 9, and
10 (as desginated in the
MVSP).

The balance of Paseo 8A
must be completed prior to
first residential Certificate of
Occupancy.

The balance of Paseo 8B
must be completed prior to
the earlier of (i) issuance of
the first building permit for
any non-residential building
within 600 feet of nearest
residential to the south, and
Land Value:
$9.0 million
Construction
Costs:
$8.5 million
Total Excess
Contribution:
$8.5 million
3 Obligation may be waived and released by City pursuant to Section 5.5.5(b).

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 619

Menifee Mayor and City Council
February 21, 2024
Page
847 of 1711

EXHIBIT F 3
Infrastructure/Park
Feature
Developer Provides Developer
Receives
Timing2 Developer’s
Excess
Contributions
(ii) the first Certificate of
Occupancy within Planning
Area 10 (as designated in
the MVSP).

5.Private
Community
Recreation
Center/Clubhouse
Developer shall build a private
community recreation
center/clubhouse. Estimated
construction cost is $2.2 million.

N/A Private Recreation
Center/Clubhouse shall be
completed prior to 1st
production residential
Certificate of Occupancy.

N/A

6.Retail / Specialty
Commercial
along Highway
74 East of
Malaga
Developer shall construct no less
than 115,000 square feet of
retail/specialty commercial
development in Planning Area 13
(as designated in the MVSP).

N/A Certificate(s) of occupancy
must be issued for a
minimum 34,500 s.f. of the
retail/specialty commercial
along Highway 74 East of
Malaga prior to issuance of
a Certificate of Occupancy
that causes any of the
following: (i) cumulative
Forecasted Daily Trips from
the residential development
components of all
Subsequent Development
Approvals exceeding seven
thousand six hundred
seventy-nine (7,679), (ii)
cumulative Forecasted Daily
Trips from the business park
and commercial-business
park development
components of all
Subsequent Development
Approvals exceeding
thirteen thousand and forty
(13,040), or (iii) cumulative
Forecasted Daily Trips from
all Subsequent Development
Approvals exceeding twenty
thousand seven hundred
nineteen (20,719).4
N/A
4This requirement may be deferred upon Developer’s presentation to City of a Market Feasibility Analysis that demonstrates to City’s satisfaction that completion of the improvement in the time required is not economically feasible.

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 620

Menifee Mayor and City Council
February 21, 2024
Page
848 of 1711

EXHIBIT F 4
Infrastructure/Park
Feature
Developer Provides Developer
Receives
Timing2 Developer’s
Excess
Contributions

7.Initial Industrial
Infrastructure
Improvements
Developer shall construct and
dedicate to City:
•Menifee Road improvements
along Project frontage
•Menifee/McLaughlin
intersection improvements
•Malaga Road to McLaughlin
Road (within Project
boundaries)
•McLaughlin Road in project
(up to and including
roundabout)
•McLaughlin Road from
Menifee Road to Case Road
•Case Road to within two
hundred fifty (250) feet of
Ethanac Road
N/A All improvements must be
completed and dedicated to
and accepted by City prior
to issuance of the first
Certificate of Occupancy for
Business Park and/or
Commercial -Business Park
development.

N/A

8.Secondary
Industrial
Infrastructure
Improvements
Developer shall construct and
dedicate to the City and/or Caltrans,
as applicable:
•Highway 74 along project
frontage west of Malaga
•Highway 74/Malaga
intersection/traffic signal
•Highway 74/Menifee Road
intersection
N/A All improvements must be
completed and dedicated to
and accepted by the City
and/or Caltrans, as
applicable, prior to issuance
of the first Certificate of
Occupancy for any building
other than Buildings 1, 3,
and 4 (as designated on the
MVSP)
N/A

9.Residential
Infrastructure
Improvements
Developer shall construct and
dedicate to the City:
•Briggs Road along project
frontage
•Menifee Valley Road (spine
road)
•McLaughlin Road east of
roundabout to Briggs Road
All improvements must be
completed and dedicated to
and accepted by the City
prior to issuance of the first
Certificate of Occupancy for
any residential development
in the Project.

10.Highway 74
Residential-
Related
Improvements
Developer shall construct and
dedicated to the City and/or
Caltrans, as applicable, all roadway
improvements for the intersection of
Briggs Road and Highway 74.

N/A All improvements must be
completed and dedicated to
and accepted by the City
and/or Caltrans, as
applicable, prior to the two
hundredth (200th) Certificate
of Occupancy for residential
development in the Project.

N/A
Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 621

Menifee Mayor and City Council
February 21, 2024
Page
849 of 1711

EXHIBIT F 5
Infrastructure/Park
Feature
Developer Provides Developer
Receives
Timing2 Developer’s
Excess
Contributions

11.Highway 74
Commercial-
Related
Improvements
Developer shall construct and
dedicatet to the City and/or
Caltrans, as applicable all roadway
improvements for Highway 74
along the project frontage for
Planning Area 13 (as defined in the
MVSP)
N/A All improvements must be
completed and dedicated to
and accepted by the City
and/or Caltrans, as
applicable, prior to issuance
of the first Certificate of
Occupancy for any
commercial development in
the Project.

N/A

Item Title: 10.5
Menifee Valley Specific Plan
Item Page Number: 622

Menifee Mayor and City Council
February 21, 2024
Page
850 of 1711

CITY OF MENIFEE
SUBJECT: Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
MEETING DATE: February 21, 2024
TO: Mayor and City Council
PREPARED BY: Molly Binnall, Management Analyst II
REVIEWED BY: Cheryl Kitzerow, Community Development Director APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 1 with Environmental Science Associates for Fiscal Year 2023/2024 on-call environmental review services, increasing the compensation by $10,000 for a total agreement amount not-to-exceed $25,000.

DISCUSSION
The Community Development Department currently utilizes Environmental Science Associates (ESA) to provide necessary planning services on an as-needed basis for the peer review of environmental and biological resource services, and the preparation of any associated documentation. At the City Council meeting on June 21, 2023, the City Council approved the on- call services agreement with ESA for $15,000 for Fiscal Year 2023/2024.

Due to a significant increase in services needed for new development, staff is recommending an amendment of $10,000 from the available fund balance in Account No. 100-4330-52825 (Professional Services (Recoverable)) for a total not-to-exceed contract amount of $25,000.

STRATEGIC PLAN OBJECTIVE
Thriving Economy

FISCAL IMPACT
The fiscal impact of the proposed amendment with ESA is $10,000. Funding for the proposed amendment is available within the approved operating budget for Fiscal Year 2023/2024 in Account No. 100-4330-52825 (Professional Services (Recoverable)). These expenditures are fully recoverable through the developer deposits and fees. No additional budget appropriation is required for this action.

Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
Item Page Number: 1

Menifee Mayor and City Council
February 21, 2024
Page
851 of 1711

City of Menifee Staff Report
ESA On-Call Contract Amendment No. 1
February 21, 2024

Page 2 of 2 ends

2 0
2 9

ATTACHMENTS

1. Fully Executed Professional Services Agreement

2. Professional Services Agreement Amendment No. 1
Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
Item Page Number: 2

Menifee Mayor and City Council
February 21, 2024
Page
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2671/031858-0001
7630421.2 a05/18/23

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 & FY2024/25 ON-CALL PLANNING ENVIRONMENTAL REVIEW

SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ______ day of __________, 2023 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) , a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. SERVICES.

Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the “Services”). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below ), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.

1.1 Term of Services . The term of this Agreement shall begin on July 1, 2023 and shall end on June 30, 2025 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.

1.3 Assignment of Personnel . Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consul tant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

DocuSign Envelope ID: 500B2EBD-922F-4EC5-8E4D-CB3ABE5E341B DocuSign Envelope ID: 40D9A850-45A3-4313-9178-75A336234101 21 June
Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
Item Page Number: 3

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February 21, 2024
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1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the S ervices or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

1.6 Covid-19 Safety. If Consultant enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all State, County, and local emergency orders, directives, protocols, and best practices related to the COVID -19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed FIFTEEN THOUSAND DOLLARS AND ZERO CENTS ($15,000.00) for Services between July 1, 2023 through June 30, 2024 , and FIFTEEN THOUSAND DOLLARS AND ZERO CENTS ($15,000.00) for Services between July 1, 2024 through June 30, 202 5 (for an aggregate not to exceed compensation amount of THIRTY THOUSAND DOLLARS AND ZERO CENTS ($30,000.00)) notwithstanding any c ontrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Servic es rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein.

Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person perfor ming the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; DocuSign Envelope ID: 500B2EBD-922F-4EC5-8E4D-CB3ABE5E341B DocuSign Envelope ID: 40D9A850-45A3-4313-9178-75A336234101 Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
Item Page Number: 4

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February 21, 2024
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f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Serv ices satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Final Payment. City shall pay the last five percent (5%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.

2.4 Total Payment . City shal l not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event s hall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice.

2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A.

2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

2.8 Payment upon Termination . In the event that City or Consultan t terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termina tion. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall DocuSign Envelope ID: 500B2EBD-922F-4EC5-8E4D-CB3ABE5E341B DocuSign Envelope ID: 40D9A850-45A3-4313-9178-75A336234101 Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
Item Page Number: 5

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February 21, 2024
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make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long -distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement.

The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other Insureds.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self - insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance. a. General requirem ents. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance o r an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to DocuSign Envelope ID: 500B2EBD-922F-4EC5-8E4D-CB3ABE5E341B DocuSign Envelope ID: 40D9A850-45A3-4313-9178-75A336234101 Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
Item Page Number: 6

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February 21, 2024
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be performed under this Agreement or the general aggregate limit shall be at least t wice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.

Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional requirements. Each of the following shall be included in t he insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.
a. General requirements . Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional lia bility insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.

Any deductible or self -insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City.
b. Claims-made limitations . The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting DocuSign Envelope ID: 500B2EBD-922F-4EC5-8E4D-CB3ABE5E341B DocuSign Envelope ID: 40D9A850-45A3-4313-9178-75A336234101 Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
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period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.
a. Acceptability of insurers . All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of cov erage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, incl uding complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference:

FY2023/24 & FY2024/25 ON -CALL PLANNING ENVIRONMENTAL REVIEW SERVICES. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586.

City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant.
c. Notice of Reduction in or Cancellation of Coverage . Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insura nce policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased.
d. Additional insured; primary insurance . City and its o fficers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non -contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be att ached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.

DocuSign Envelope ID: 500B2EBD-922F-4EC5-8E4D-CB3ABE5E341B DocuSign Envelope ID: 40D9A850-45A3-4313-9178-75A336234101 Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
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e. Deductibles and Self -insured Retentions . Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

During the term of this Agreement, only upon the prior express wr itten authorization of the Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self -insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both s top work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability . Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind ( including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) a nd any judgment (collectively, DocuSign Envelope ID: 500B2EBD-922F-4EC5-8E4D-CB3ABE5E341B DocuSign Envelope ID: 40D9A850-45A3-4313-9178-75A336234101 Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
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“Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or sub contractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.

5.2 Indemnification for Other than Professional Liability . Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City) , and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

5.3 Limitation of Indemn ification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

SECTION 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as th e results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the S ervices under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of it s officers, employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

SECTION 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

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7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant’s employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations (“DIR”) pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415 -703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City’s request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, r epresentatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and costs incurred related to any inquiries or pro ceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, with out limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other sim ilar law. It is agreed by the P arties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions.

Consultant represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.

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8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensatio n upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.

8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation t o reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.

Moreover, a substantial inducement to City for en tering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s em ploy, Consultant shall notify City immediately.

8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement.

8.8 Options upon Breach by Consultant . If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services described in Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City DocuSign Envelope ID: 500B2EBD-922F-4EC5-8E4D-CB3ABE5E341B DocuSign Envelope ID: 40D9A850-45A3-4313-9178-75A336234101 Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
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would have paid Consultant pursuant to Section 2 if Consultant had complet ed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant’s Performance . All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.

9.2 Licensing of Intellectual Property. This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and othe r intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, phy sical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant un der this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

9.3 Consultant’s Books and Records . Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

9.4 Inspection and Audit of Records . Any records or documents that Section 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.

Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be DocuSign Envelope ID: 500B2EBD-922F-4EC5-8E4D-CB3ABE5E341B DocuSign Envelope ID: 40D9A850-45A3-4313-9178-75A336234101 Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
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subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

SECTION 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to thi s Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by th e prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.

10.3 Severability. If any provision of this Agreement is he ld invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

10.4 Section Headings and Subheadings . The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Kyle Garcia (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shal l be responsible for all means, methods, techniques, sequences , and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

10.8 City Contract Administration . This Agreement shall be administered by a City employee, Molly Binnall, Management Analyst (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement.

Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

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10.9 Notices. Any written notice to Consultant shall be sent to:

ENVIRONMENTAL SCIENCE ASSOCIATES (ESA)
Attn: Kyle Garcia
420 Exchange, Suite 260
Irvine, CA 92602
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Molly Binnall, Management Analyst
with a copy to:

City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586

10.10 Professional Seal . Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with repor t/design responsibility,” as in the following example.

__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the P arties are cumulative and the exercise by either P arty of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 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 which might otherwise apply.

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

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10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to e xecute and deliver th is Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisi ons of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other A greement to which said Party is bound.

10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination ag ainst or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10.16 No Third Party Benefi ciaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third -party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page]

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IN WITNESS WHEREOF, the P arties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE

Armando G. Villa, City Manager

Attest:

Stephanie Roseen, Acting City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT

Leslie Moulton-Post, CEO

Ruta Thomas, Senior Vice President

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
DocuSign Envelope ID: 500B2EBD-922F-4EC5-8E4D-CB3ABE5E341B DocuSign Envelope ID: 40D9A850-45A3-4313-9178-75A336234101 Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
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EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include On-Call Environmental Review Services in the amount not to exceed FIFTEEN THOUSAND DOLLARS AND ZERO CENTS ($15,000.00) for Services between July 1, 2023 through June 30, 2024 , and FIFTEEN THOUSAND DOLLARS AND ZERO CENTS ($15,000.00) for Services between July 1, 2024 through June 30, 2025 (for an aggregate not to exceed compensation amount of THIRTY THOUSAND DOLLARS AND ZERO CENTS ($30,000.00)) as further detailed in the following page(s).

Preparation and/or Peer Review: Environmental Services
Firm shall provide environmental services with demonstrated expertise in processing applications for various types of projects (residential, commercial -industrial, mixed–use) and preparing environmental review documents as required by CEQA and/or NEPA that include, but not limited to, one or more of the following planning and environmental tasks:
• Initial Site Assessments
• Preparation of CEQA/NEPA studies (EIR, MND, ND and CE) • Noise Studies
• Archeological, Cultural Resources, and Paleontological Resource Services • Air Quality Studies
• Traffic Studies and VMT analysis
• Greenhouse Gas
• Biological Resources Services, including but not limited to:
- Biological resource technical reports
- Western Riverside County Multiple Species Habitat Program (MSHCP) documents including, MSHCP Habitat Assessment and Consistency Analysis, Determination of Biological Equivalent or Superior Preservation (DBESP) reports, and Criteria Refinements
- Habitat mitigation and restoration plans
- Sensitive species surveys
- Oak tree surveys
- Fuel modification reports
- Jurisdictional delineations/regulatory permitting
- Biological resources construction compliance monitoring and reporting - Wildlife and regulatory agency coordination (USFWS, CDFW, USACE, RWQCB) - Biological resource-related CEQA documents
• Environmental Mitigation Studies/Reports
• Coordinate and distribute environmental documents and notices • Mitigation Monitoring and Reporting Plans
• Presentations at community meetings and public hearings

Assignments may also include third -party peer reviews of environmental documents and technical studies, generally related to development application review.

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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 & FY2024/25 ON-CALL PLANNING ENVIRONMENTAL REVIEW

SERVICES
AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 & FY2024/25 ON-CALL PLANNING ENVIRONMENTAL REVIEW

SERVICES
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on June 21, 2023 between the City of Menifee (“City”) and ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) (“Consultant”) for FY2023/24 & FY2024/25 ON-CALL PLANNING ENVIRONMENTAL REVIEW SERVICES, which this Amendment No. 1 is made and entered into on ______________, 2024 to increase the compensation amount and augment the scope of services as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.

2.SECTION 2, “Compensation” is amended to increase the maximum compensation by Ten Thousand Dollars and Zero Cents ($10,000.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed TWENTY FIVE THOUSAND DOLLARS AND ZERO CENTS ($25,000.00) for Services between July 1, 2023 through June 30, 2024, and FIFTEEN THOUSAND DOLLARS AND ZERO CENTS ($15,000.00) for Services between July 1, 2024 through June 30, 2025 (for an aggregate not to exceed compensation amount of FORTY THOUSAND DOLLARS AND ZERO CENTS ($40,000.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

3. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

SCOPE OF SERVICES
Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
Item Page Number: 21

Menifee Mayor and City Council
February 21, 2024
Page
871 of 1711

AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 & FY2024/25 ON-CALL PLANNING ENVIRONMENTAL REVIEW

SERVICES
4 8
0 1
2 Consultant shall provide FY2023/24 & FY2024/25 ON-CALL PLANNING ENVIRONMENTAL REVIEW SERVICES in the amount not to exceed TWENTY FIVE THOUSAND DOLLARS AND ZERO CENTS ($25,000.00) for Services between July 1, 2023 through June 30, 2024, and FIFTEEN THOUSAND DOLLARS AND ZERO CENTS ($15,000.00) for Services between July 1, 2024 through June 30, 2025 (for an aggregate not to exceed compensation amount of FORTY THOUSAND DOLLARS AND ZERO CENTS ($40,000.00) as further detailed in the following page(s).

4. All other terms and conditions of the Agreement remain in full force and effect.

5. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

CITY OF MENIFEE ENVIRONMENTAL SCIENCE ASSOCIATES (ESA)
_______________________________ _______________________________ Armando G. Villa, City Manager Leslie Moulton-Post, President Attest: ________________________________
Albert Cuisinot, Chief Financial Officer
_______________________________
Sarah A. Manwaring, City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.6
Agreement Amendment with Environmental Science Associates for On-Call Environmental Review Services
Item Page Number: 22

Menifee Mayor and City Council
February 21, 2024
Page
872 of 1711

CITY OF MENIFEE
SUBJECT: Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
MEETING DATE: February 21, 2024
TO: Mayor and City Council
PREPARED BY: Chris Gehrki, Management Analyst II
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager, or designee, to execute a First Amendment to the Implementation Agreement with the Western Riverside Council of Governments for participation in the Regional Streetlight Program, extending the term of service three years through December 2026 in an amount of $901,711; and

2. Approve and authorize the City Manager to execute Appendix 5 to the Western Riverside Council of Governments Professional Services Agreement, providing for services with Yunex Traffic as it relates to streetlight operations and maintenance; and

3. Authorize the Finance Department to issue individual purchase orders against the Agreement.

DISCUSSION
Background
Western Riverside Council of Governments (WRCOG) developed, and continues to administer, the Regional Streetlight Program (“Program”) that assisted 11 local agencies, including the City Menifee, with securing financing and purchasing streetlights from Southern California Edison, and retrofitting those streetlights to LED luminaires in order to provide more economic operations (i.e., lower maintenance costs and reduced energy use). With the assistance of the Program the City initially purchased 6,568 streetlights from SCE and has since added an additional 524 streetlights that were historically city-owned or have been accepted from new developments.

The purchase of streetlights from SCE resulted in local control of the City’s streetlight system and affords the City the opportunity to implement future smart city technologies such as installation of traffic sensors and small cell telecommunications equipment that support 5G connectivity on these lighting facilities.

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 1

Menifee Mayor and City Council
February 21, 2024
Page
873 of 1711

City of Menifee Staff Report
WRCOG Regional Streetlight Program PSA
February 21, 2024

Page 2 of 3 ends

Menifee City CouncilFebruary 21, 2024

Menifee City Council
February 21, 2024