Improvement and Credit Reimbursement Agreement — Menifee City Council, July 15, 2026

20323.00004\30163105.3
DRAFT 02/09/21

-1-
20323.00004\30163105.4

IMPROVEMENT AND CREDIT / REIMBURSEMENT AGREEMENT

TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM
This IMPROVEMENT AND CREDIT AGREEMENT (“Agreement”) is entered into this ___ day of ___________________, 2026, (the “Effective Date”) by and between the City of Menifee a California municipal corporation (“MENIFEE”), and the City of Perris a California municipal corporation (“PERRIS” and together with MENIFEE referred to collectively as the “AGENCIES”), the Western Riverside Council of Governments, a joint powers Agency, (“WRCOG”), Core5 Industrial Partners, LLC, a Delaware limited liability company with its principal place of business at 300 Spectrum Center Drive, Suite 880, Irvine, CA 92618 (“DEVELOPER”). MENIFEE, PERRIS, and DEVELOPER are sometimes hereinafter referred to individually as “Party” and collectively as “Parties.”

RECITALS
WHEREAS, DEVELOPER owns 147.5 acres of real property located within the City of Menifee in the County of Riverside, California, which is more specifically described in the legal description set forth in Exhibit “A,” attached hereto and incorporated herein by this reference (“Property”); and
WHEREAS, DEVELOPER has requested from MENIFEE certain entitlements and/or permits for the construction of improvements on the Property, which are more particularly described as construction of Industrial Buildings within Tentative Parcel Map Nos. 38156, 38432, and 39292 (“Project”); and
WHEREAS, the MENIFEE is a member agency of WRCOG, a joint powers agency comprised of the County of Riverside and 18 cities located in Western Riverside County. WRCOG is the administrator for the Transportation Uniform Mitigation Fee (“TUMF”) Program; and WHEREAS, as part of the TUMF Program, the MENIFEE has adopted “Transportation Uniform Mitigation Fee Nexus Study: 2024 Update” (“2024 Nexus Study”); and WHEREAS, as a condition to MENIFEE’s approval of the Project, MENIFEE has required DEVELOPER to construct certain street and transportation system improvement(s) of regional importance (“TUMF Improvements”); and
WHEREAS, pursuant to the TUMF Program, the MENIFEE requires DEVELOPER to pay the TUMF which covers the DEVELOPER’S fair share of the costs to deliver those TUMF Improvements that help mitigate the Project’s traffic impacts and burdens on the Regional System of Highways and Arterials (also known as the “TUMF Network”), generated by the Project and that are necessary to protect the safety, health and welfare of persons that travel to and from the Project using the TUMF Network; and
WHEREAS, the TUMF Improvements have been designated as having Regional or Zonal Significance as further described in the 2024 Nexus Study and the 5 year Transportation Improvement Program as may be amended; and
20323.00004\30163105.3
DRAFT 02/09/21

-2-
20323.00004\30163105.4
WHEREAS, the AGENCIES, WRCOG and DEVELOPER now desire to enter into this Agreement for the following purposes: (1) to provide for the timely delivery of the TUMF Improvements, (2) to ensure that delivery of the TUMF Improvements is undertaken as if the TUMF Improvements were constructed under the direction and authority of MENIFEE AND PERRIS, as applicable to improvements within each jurisdiction, (3) to provide a means by which the DEVELOPER’s costs for project delivery of the TUMF Improvements and related right-of- way is offset against DEVELOPER’s obligation to pay the applicable TUMF for the Project in accordance with the TUMF Administrative Plan adopted by WRCOG, and (4) to provide a means, subject to the separate approval of WRCOG, for DEVELOPER to be reimbursed to the extent the actual and authorized costs for the delivery of the TUMF Improvements exceeds DEVELOPER's TUMF obligation.

NOW, THEREFORE, for the purposes set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, DEVELOPER and the AGENCIES hereby agree as follows:

TERMS

1.0 Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals above and agree to the incorporation of the Recitals as though fully set forth herein.

2.0 Construction of TUMF Improvements. DEVELOPER shall construct or have constructed at its own cost, expense, and liability certain street and transportation system improvements generally described as street and transportation system improvements generally described as the widening from 2 to 4 lanes on Ethanac Road from I-215 to Dawson Road, and as shown more specifically on the plans, profiles, and specifications which have been or will be prepared by or on behalf of DEVELOPER and approved by the AGENCIES, and which are incorporated herein by this reference (“TUMF Improvements”). Construction of the TUMF Improvements shall include any transitions and/or other incidental work deemed necessary for drainage or public safety.

DEVELOPER shall be responsible for the replacement, relocation, or removal of any component of any existing public or private improvement in conflict with the construction or installation of the TUMF Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of the AGENCIES and the owner of such improvement. DEVELOPER further promises and agrees to provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary to fully and adequately complete the TUMF Improvements.

2.1 Pre-approval of Plans and Specifications. DEVELOPER is prohibited from commencing work on any portion of the TUMF Improvements until all plans and specifications for the TUMF Improvements have been submitted to and approved by the AGENCIES. Approval by the AGENCIES shall not relieve DEVELOPER from ensuring that all TUMF Improvements conform with all other requirements and standards set forth in this Agreement.

2.2 Permits and Notices. Prior to commencing any work, DEVELOPER shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the TUMF Improvements and performance of DEVELOPER’S obligations under this Agreement. DEVELOPER shall conduct 20323.00004\30163105.3
DRAFT 02/09/21

-3-
20323.00004\30163105.4
the work in full compliance with the regulations, rules, and other requirements contained in any permit or license issued to DEVELOPER.

2.3 Public Works Requirements. In order to insure that the TUMF Improvements will be constructed as if they had been constructed under the direction and supervision, or under the authority of, the AGENCIES, DEVELOPER shall comply with all of the following requirements with respect to the construction of the TUMF Improvements:
(a) DEVELOPER shall obtain bids for the construction of the TUMF Improvements, in conformance with the standard procedures and requirements of the AGENCIES with respect to their public works projects, or in a manner which is approved by the Public Works Department.
(b) The contract or contracts for the construction of the TUMF Improvements shall be awarded to the responsible bidder(s) submitting the lowest responsive bid(s) for the construction of the TUMF Improvements.
(c) DEVELOPER shall require, and the specifications and bid and contract documents shall require, all such contractors to pay prevailing wages (in accordance with Articles 1 and 2 of Chapter 1, Part 7, Division 2 of the Labor Code) and to otherwise comply with applicable provisions of the Labor Code, the Government Code and the Public Contract Code relating to public works projects of cities/counties and as required by the procedures and standards of the AGENCIES with respect to the construction of their public works projects or as otherwise directed by the Public Works Department.
(d) All such contractors shall be required to provide proof of insurance coverage throughout the term of the construction of the TUMF Improvements which they will construct in conformance with the AGENCIES’ standard procedures and requirements. (e) DEVELOPER and all such contractors shall comply with such other requirements relating to the construction of the TUMF Improvements which the AGENCIES may impose by written notification delivered to DEVELOPER and each such contractor at any time, either prior to the receipt of bids by DEVELOPER for the construction of the TUMF Improvements, or, to the extent required as a result of changes in applicable laws, during the progress of construction thereof.

DEVELOPER shall provide proof to the AGENCIES, at such intervals and in such form as the AGENCIES may require that the foregoing requirements have been satisfied as to the TUMF Improvements.

2.4 Quality of Work; Compliance With Laws and Codes. The construction plans and specifications for the TUMF Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements.

The TUMF Improvements shall be completed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with AGENCY, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements applicable at the time work is actually commenced. 20323.00004\30163105.3
DRAFT 02/09/21

-4-
20323.00004\30163105.4

2.5 Standard of Performance. DEVELOPER and its contractors, if any, shall perform all work required, constructing the TUMF Improvements in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. DEVELOPER represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work.

DEVELOPER warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement.

2.6 Alterations to TUMF Improvements. All work shall be done and the TUMF Improvements completed as shown on approved plans and specifications, and any subsequent alterations thereto. If during the course of construction and installation it is determined that the public interest requires alterations in the TUMF Improvements, DEVELOPER shall undertake such design and construction changes as may be reasonably required by the AGENCIES. Any and all alterations in the plans and specifications and the TUMF Improvements to be completed may be accomplished without first giving prior notice thereof to DEVELOPER’s surety for this Agreement.

3.0 Maintenance of TUMF Improvements. The AGENCIES shall not be responsible or liable for the maintenance or care of the TUMF Improvements until MENIFEE or PERRIS approves and accepts them. The AGENCIES shall exercise no control over the TUMF Improvements until accepted. Any use by any person of the TUMF Improvements, or any portion thereof, shall be at the sole and exclusive risk of DEVELOPER at all times prior to MENIFEE or PERRIS’S acceptance of the TUMF Improvements. DEVELOPER shall maintain all of the TUMF Improvements in a state of good repair until they are completed by DEVELOPER and approved and accepted by the AGENCIES, and until the security for the performance of this Agreement is released. It shall be DEVELOPER’s responsibility to initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by AGENCY. If DEVELOPER fails to properly prosecute its maintenance obligation under this section, the AGENCIES may do all work necessary for such maintenance and the cost thereof shall be the responsibility of DEVELOPER and its surety under this Agreement. The AGENCIES shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the TUMF Improvements or their condition prior to acceptance. In no event shall WRCOG be responsible for the maintenance, operation or care of the TUMF Improvements

4.0 Fees and Charges. DEVELOPER shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of the construction of the TUMF Improvements, including, but not limited to, all plan check, design review, engineering, inspection, sewer treatment connection fees, and other service or impact fees established by the AGENCIES.

5.0 Inspection of TUMF Improvements by the AGENCIES. DEVELOPER shall, at its sole cost, expense, and liability, and at all times during construction of the TUMF Improvements, maintain reasonable and safe facilities and provide safe access for inspection by the AGENCIES 20323.00004\30163105.3
DRAFT 02/09/21

-5-
20323.00004\30163105.4
of the TUMF Improvements and areas where construction of the TUMF Improvements is occurring or will occur.

6.0 Liens. Upon the expiration of the time for the recording of claims of liens as prescribed by Sections 8412 and 8414 of the Civil Code with respect to the TUMF Improvements, DEVELOPER shall provide to the AGENCIES such evidence or proof as the AGENCIES shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment to the construction of the TUMF Improvements, have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. Rather than await the expiration of the said time for the recording of claims of liens, DEVELOPER may elect to provide to the AGENCIES a title insurance policy or other security acceptable to the AGENCIES guaranteeing that no such claims of liens will be recorded or become a lien upon any of the Property.

7.0 Acceptance of TUMF Improvements; As-Built or Record Drawings. If the TUMF Improvements are properly completed by DEVELOPER and approved by the AGENCIES, and if they comply with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements, the AGENCIES shall be authorized to accept the TUMF Improvements. The AGENCIES may, in its sole and absolute discretion, accept fully completed portions of the TUMF Improvements prior to such time as all of the TUMF Improvements are complete, which shall not release or modify DEVELOPER’s obligation to complete the remainder of the TUMF Improvements. Upon the total or partial acceptance of the TUMF Improvements by AGENCY, DEVELOPER shall file with the Recorder’s Office of the County of Riverside a notice of completion for the accepted TUMF Improvements in accordance with California Civil Code sections 8182, 8184, 9204, and 9208 (“Notice of Completion”), at which time the accepted TUMF Improvements shall become the sole and exclusive property of the AGENCIES without any payment therefore. Notwithstanding the foregoing, the AGENCIES may not accept any TUMF Improvements unless and until DEVELOPER provides one (1) set of “as-built” or record drawings or plans to the AGENCIES for all such TUMF Improvements. The drawings shall be certified and shall reflect the condition of the TUMF Improvements as constructed, with all changes incorporated therein.

8.0 Warranty and Guarantee. DEVELOPER hereby warrants and guarantees all the TUMF Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of the TUMF Improvements, for a period of one (1) year following completion of the work and acceptance by the AGENCIES (“Warranty”). During the Warranty, DEVELOPER shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the TUMF Improvements, in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of the AGENCIES, and to the approval of the AGENCIES. All repairs, replacements, or reconstruction during the Warranty shall be at the sole cost, expense, and liability of DEVELOPER and its surety.

As to any TUMF Improvements which have been repaired, replaced, or reconstructed during the Warranty, DEVELOPER and its surety hereby agree to extend the Warranty for an additional one (1) year period following the AGENCIES’S acceptance of the repaired, replaced, or reconstructed TUMF Improvements. Nothing herein shall relieve DEVELOPER from any other liability it may have under federal, state, or local law to repair, replace, or reconstruct any TUMF Improvement 20323.00004\30163105.3
DRAFT 02/09/21

-6-
20323.00004\30163105.4
following expiration of the Warranty or any extension thereof. DEVELOPER’S warranty obligation under this section shall survive the expiration or termination of this Agreement.

9.0 Administrative Costs. If DEVELOPER fails to construct and install all or any part of the TUMF Improvements, or if DEVELOPER fails to comply with any other obligation contained herein, DEVELOPER and its surety shall be jointly and severally liable to the AGENCIES for all administrative expenses, fees, and costs, including reasonable attorney’s fees and costs, incurred in obtaining compliance with this Agreement or in processing any legal action or for any other remedies permitted by law.

10.0 Default; Notice; Remedies.

10.1 Notice. If DEVELOPER neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if one or both AGENCIES determine there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, one or both of the AGENCIES may at any time thereafter declare DEVELOPER to be in default or violation of this Agreement and make written demand upon DEVELOPER or its surety, or both, to immediately remedy the default or violation (“Notice”). DEVELOPER shall substantially commence the work required to remedy the default or violation within five (5) days of the Notice. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, one or both of the AGENCIES may provide the Notice verbally, and DEVELOPER shall substantially commence the required work within twenty-four (24) hours thereof.

Immediately upon the AGENCIES’S issuance of the Notice, DEVELOPER and its surety shall be liable to the AGENCIES for all costs of construction and installation of the TUMF Improvements and all other administrative costs or expenses as provided for in this Section 10.0 of this Agreement.

10.2 Failure to Remedy; the AGENCIES’S Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a completion acceptable to AGENCY within the time frame contained in the Notice, AGENCY may complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in its sole and absolute discretion it believes is required to remedy the default or violation. All such work or remedial activity shall be at the sole and absolute cost, expense, and liability of DEVELOPER and its surety, without the necessity of giving any further notice to DEVELOPER or surety. The AGENCIES’S right to take such actions shall in no way be limited by the fact that DEVELOPER or its surety may have constructed any of the TUMF Improvements at the time of the AGENCIES’S demand for performance. In the event one or both of the AGENCIES elect to complete or arrange for completion of the remaining work and the TUMF Improvements, one or both of the AGENCIES may require all work by DEVELOPER or its surety to cease in order to allow adequate coordination by the AGENCIES.

10.3 Other Remedies. No action by one or both of the AGENCIES pursuant to this Section 10.0 et seq. of this Agreement shall prohibit one or both of the AGENCIES from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. The AGENCIES may exercise its rights and remedies independently or cumulatively, and the AGENCIES may pursue inconsistent remedies. The AGENCIES may institute an action for damages, injunctive relief, or specific performance. 20323.00004\30163105.3
DRAFT 02/09/21

-7-
20323.00004\30163105.4

11.0 Security; Surety Bonds. Prior to the commencement of any work on the TUMF Improvements, DEVELOPER or its contractor shall provide the AGENCIES with surety bonds in the amounts and under the terms set forth below (“Security”). The amount of the Security shall be based on the estimated actual costs to construct the TUMF Improvements, as determined by the AGENCIES after DEVELOPER has awarded a contract for construction of the TUMF Improvements to the lowest responsive and responsible bidder in accordance with this Agreement (“Estimated Costs”). If one or both of the AGENCIES determine, in their sole and absolute discretion, that the Estimated Costs have changed, DEVELOPER or its contractor shall adjust the Security in the amount requested by the AGENCIES. DEVELOPER’S compliance with this Section 11.0 et seq. of this Agreement shall in no way limit or modify DEVELOPER’s indemnification obligation provided in Section 12.0 of this Agreement.

11.1 Performance Bond. To guarantee the faithful performance of the TUMF Improvements and all the provisions of this Agreement, to protect AGENCY if DEVELOPER is in default as set forth in Section 10.0 et seq. of this Agreement, and to secure the one-year guarantee and warranty of the TUMF Improvements, DEVELOPER or its contractor shall provide AGENCY a faithful performance bond in an amount which sum shall be not less than one hundred percent (100%) of the Estimated Costs. The AGENCY may, in its sole and absolute discretion, partially release a portion or portions of the security provided under this section as the TUMF Improvements are accepted by AGENCY, provided that DEVELOPER is not in default on any provision of this Agreement and the total remaining security is not less than ten (10%) of the Estimated Costs. All security provided under this section shall be released at the end of the Warranty period, or any extension thereof as provided in Section 11.0 of this Agreement, provided that DEVELOPER is not in default on any provision of this Agreement.

11.2 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, materialmen, and other persons furnishing labor, materials, or equipment for performance of the TUMF Improvements and this Agreement, DEVELOPER or its contractor shall provide AGENCY a labor and materials bond in an amount which sum shall not be less than one hundred percent (100%) of the Estimated Costs. The security provided under this section may be released by written authorization of MENIFEE or PERRIS, as applicable to the TUMF Improvements in their respective jurisdictions, after six (6) months from the date that MENIFEE or PERRIS, as applicable, accepts the TUMF Improvements. The amount of such security shall be reduced by the total of all stop notice or mechanic’s lien claims of which the AGENCIES are aware, plus an amount equal to twenty percent (20%) of such claims for reimbursement of the AGENCIES’S anticipated administrative and legal expenses arising out of such claims.

11.3 Additional Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best rating of at least “A” and FSC-VIII, shall be licensed to do business in California, and shall be satisfactory to the AGENCIES. As part of the obligation secured by the Security and in addition to the face amount of the Security, DEVELOPER, its contractor or the surety shall secure the costs and reasonable expenses and fees, including reasonable attorney’s fees and costs, incurred by the AGENCIES in enforcing the obligations of this Agreement.

DEVELOPER, its contractor and the surety shall stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the TUMF Improvements, or the plans 20323.00004\30163105.3
DRAFT 02/09/21

-8-
20323.00004\30163105.4
and specifications for the TUMF Improvements shall in any way affect its obligation on the Security.

11.4 Evidence and Incorporation of Security. Evidence of the Security shall be provided on the forms set forth in Exhibit “B”, unless other forms are deemed acceptable by the AGENCIES, and when such forms are completed to the satisfaction of the AGENCIES, the forms and evidence of the Security shall be attached hereto as Exhibit “B” and incorporated herein by this reference.

12.0 Indemnification. DEVELOPER shall defend, indemnify, and hold harmless PERRIS, MENIFEE, WRCOG, their elected officials, board members, employees, and agents from any and all actual or alleged claims, demands, causes of action, liability, loss, damage, or injury to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state, or local governmental agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of DEVELOPER, its employees, contractors, or agents in connection with the performance of this Agreement, or arising out of or in any way related to or caused by the TUMF Improvements or their condition prior to PERRIS and MENIFEE’S approval and acceptance of the TUMF Improvements (“Claims”). This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorney fees, and related costs or expenses, and the reimbursement of PERRIS, MENIFEE, WRCOG, their elected officials, board members, employees, and/or agents for all legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any Claim which is caused solely and exclusively by the gross negligence or willful misconduct of PERRIS or MENIFEE, with respect to each of their jurisdictions, as determined by a court or administrative body of competent jurisdiction. DEVELOPER’S obligation to indemnify shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by PERRIS, MENIFEE, WRCOG, their elected officials, board members, employees, or agents.

13.0 Insurance.

13.1 Types; Amounts. DEVELOPER shall procure and maintain, and shall require its contractors to procure and maintain, during performance of this Agreement, insurance of the types and in the amounts described below (“Required Insurance”). If any of the Required Insurance contains a general aggregate limit, such insurance shall apply separately to this Agreement or be no less than two times the specified occurrence limit.

13.1.1 General Liability. Occurrence form general liability insurance at least as broad as Insurance Services Office Form CG 00 01, or equivalent form, with an occurrence limit of Two Million Dollars ($2,000,000) and aggregate limit of Four Million Dollars ($4,000,000) for bodily injury, personal injury, and property damage.

13.1.2 Business Automobile Liability. Business automobile liability insurance at least as broad as Insurance Services Office Form CA 00 01 (coverage symbol 1 – any auto), or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any auto owned, leased, hired, or borrowed by the insured or for which the insured is responsible.
20323.00004\30163105.3
DRAFT 02/09/21

-9-
20323.00004\30163105.4

13.1.3 Workers’ Compensation. Workers’ compensation insurance with limits as required by the Labor Code of the State of California and employers’ liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence, at all times during which insured retains employees.

13.1.4 Professional Liability. For any consultant or other professional who will engineer or design the TUMF Improvements, liability insurance for errors and omissions with limits not less than Two Million Dollars ($2,000,000) per occurrence, shall be procured and maintained for a period of five (5) years following completion of the TUMF Improvements. Such insurance shall be endorsed to include contractual liability.

13.2 Deductibles. Any deductibles or self-insured retentions must be declared to and approved by the AGENCIES. At the option of the AGENCIES, either: (a) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the AGENCIES, their elected officials, officers, employees, agents, and volunteers; or (b) DEVELOPER and its contractors shall provide a financial guarantee satisfactory to the AGENCIES guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

13.3 Additional Insured; Separation of Insureds. The Required Insurance, except for the professional liability and workers’ compensation insurance, shall name MENIFEE, PERRIS, WRCOG, their elected officials, board members, officers, employees, and agents as additional insureds with respect to work performed by or on behalf of DEVELOPER or its contractors, including any materials, parts, or equipment furnished in connection therewith. For Required Insurance provided by DEVELOPER’S contractors, WRCOG shall be added as an additional insured using ISO CG 2038 or an exact equivalent. The Required Insurance shall contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to MENIFEE, PERRIS, WRCOG, their elected officials, board members, officers, employees, or agents.

13.4 Primary Insurance; Waiver of Subrogation. The Required Insurance, except for the professional liability and workers’ compensation insurance shall be primary with respect to any insurance or self-insurance programs covering the AGENCIES, WRCOG, their elected officials, board members, officers, employees, or agents. The Required Insurance, except for the professional liability insurance, shall provide that the insurance company waives all right of recovery by way of subrogation against the AGENCIES and WRCOG in connection with any damage or harm covered by such policy.

13.5 Certificates; Verification. DEVELOPER and its contractors shall furnish the AGENCIES with original certificates of insurance and endorsements effecting coverage for the Required Insurance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the AGENCIES before work pursuant to this Agreement can begin. The AGENCIES reserves the right to require complete, certified copies of all required insurance policies, at any time.

13.6 Term; Cancellation Notice. DEVELOPER and its contractors shall maintain the Required Insurance for the term of this Agreement and shall replace any certificate, policy, or 20323.00004\30163105.3
DRAFT 02/09/21

-10-
20323.00004\30163105.4
endorsement which will expire prior to that date. All policies shall be endorsed to provide that the Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire except on thirty (30) days’ prior written notice to the AGENCIES. If such notice of cancellation endorsements are unavailable, DEVELOPER shall provide such thirty (30) days’ written notice of cancellation.

13.7 Insurer Rating. Unless approved in writing by the AGENCIES, all Required Insurance shall be placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least “A” and FSC-VIII.

14.0 TUMF Credit.

14.1 DEVELOPER’S TUMF Obligation. DEVELOPER hereby agrees and accepts that as of the date of this Agreement, the amount DEVELOPER is obligated to pay to MENIFEE pursuant to Ordinance No. 2025-406 as part of the TUMF Program is FOUR MILLION SIX

HUNDRED NINETY EIGHT THOUSAND ONE HUNDRED AND SEVENTY-EIGHT AND 00/100 DOLLARS ($4,698,174) (“TUMF Obligation”). This TUMF Obligation shall be initially determined under the TUMF fee schedule in effect for MENIFEE at the time the DEVELOPER submits a building permit application for the TUMF Improvement. Notwithstanding, this TUMF Obligation does not have to be paid until the Certificate of Occupancy is obtained.

14.2 Fee Adjustments. Notwithstanding the foregoing, DEVELOPER agrees that this Agreement shall not estop MENIFEE from adjusting the TUMF in accordance with the provisions of Ordinance No. 2025-406.

14.3 Credit Offset Against TUMF Obligation. Pursuant to Ordinance No. 2025-406 and in consideration for DEVELOPER'S obligation under this Agreement for the delivery of TUMF Improvements, credit shall be applied by MENIFEE to offset the TUMF Obligation (“Credit”) subject to adjustment and reconciliation under Section 14.5 of this agreement. DEVELOPER hereby agrees that the amount of the Credit shall be applied after DEVELOPER has initiated the process of project delivery of TUMF Improvements to the lowest responsible bidder in accordance with this Agreement. DEVELOPER further agrees that the dollar amount of the Credit shall be equal to the lesser of: (A) the bid amount set forth in the contract awarded to the lowest responsible bidder, or (B) the unit cost assumptions for the TUMF Improvement in effect at the time of the contract award, as such assumptions are identified and determined in the most recent TUMF Nexus Study and the TUMF Administrative Plan adopted by WRCOG (“Unit Cost Assumptions”).

The bid amount and the Unit Cost Assumptions are estimated at $8,433,776 as shown in Exhibit “G” and shall hereafter be collectively referred to as the “Estimated Credit”. At no time will the Credit exceed the DEVELOPER’s TUMF Obligation. If the dollar amount of the Estimated Credit exceeds the dollar amount of the TUMF Obligation, DEVELOPER will be deemed to have completely satisfied its TUMF Obligation for the Project and may apply for a reimbursement agreement, to the extent applicable, as provided in Section 14.6 of this Agreement and estimated in Exhibit “G.” If the dollar amount of the Estimated Credit is less than the dollar amount of the TUMF Obligation, the DEVELOPER agrees the Credit shall be applied to offset the TUMF Obligation as follows:
20323.00004\30163105.3
DRAFT 02/09/21

-11-
20323.00004\30163105.4
(i) For residential units in the Project, the Credit shall be applied to all residential units to offset and/or satisfy the TUMF Obligation. The residential units for which the TUMF Obligation has been offset and/or satisfied by use of the Credit, and the amount of offset applicable to each unit, shall be identified in the notice provided to the DEVELOPER by the AGENCIES pursuant to this section.
(ii) For commercial and industrial structures in the Project, the Credit shall be applied to all commercial and industrial development to offset and/or satisfy the TUMF Obligation. The commercial or industrial structure(s) for which the TUMF Obligation has been offset and/or satisfied by use of the Credit, and the amount of offset applicable to such structure(s), shall be identified in the notice provided to the DEVELOPER by the AGENCIES pursuant to this section.

The AGENCIES shall provide DEVELOPER written notice of the determinations that the AGENCIES make pursuant to this section, including how the Credit is applied to offset the TUMF Obligation as described above.

14.4 Verified Cost of the TUMF Improvements. Upon recordation of the Notice of Completion for the TUMF Improvements and acceptance of the TUMF Improvements by MENIFEE or PERRIS, as applicable, DEVELOPER shall submit to the MENIFEE or PERRIS Public Works Director the information set forth in the attached Exhibit “C”. MENIFEE or PERRIS’S Public Works Director, or his or her designee, shall use the information provided by DEVELOPER to calculate the total actual costs incurred by DEVELOPER in delivering the TUMF Improvements covered under this Agreement (“Verified Costs”). MENIFEE or PERRIS’S Public Works Director, as applicable, will use his or her best efforts to determine the amount of the Verified Costs and provide DEVELOPER written notice thereof within thirty (30) calendar days of receipt of all the required information from DEVELOPER. The Agency may request that WRCOG calculate the amount of the Verified Cost. In this case, MENIFEE or PERRIS, as applicable, shall provide WRCOG written notice and all necessary documentation and allow WRCOG fifteen (15) days to determine costs. MENIFEE or PERRIS, as applicable, will notify the DEVELOPER within the previous thirty (30) day deadline

14.5 Reconciliation; Final Credit Offset Against TUMF Obligation. The DEVELOPER is aware of and accepts the fact that Credits are speculative and conceptual in nature. The actual amount of Credit that shall be applied by the AGENCIES to offset the TUMF Obligation shall be equal to the lesser of: (A) the Verified Costs or (B) Unit Cost Assumptions for the TUMF Improvements as determined in accordance with Section 14.3 of this Agreement (“Actual Credit”).

No Actual Credit will be awarded until the Verified Costs are determined through the reconciliation process. Please be advised that while a DEVELOPER may use an engineer’s estimates in order to estimate Credits for project planning purposes, the Actual Credit awarded will only be determined by the reconciliation process.
(a) TUMF Balance. If the dollar amount of the Actual Credit is less than the dollar amount of the TUMF Obligation, the MENIFEE or PERRIS, as applicable, Public Works Director shall provide written notice to DEVELOPER of the amount of the difference owed (“TUMF Balance”) and DEVELOPER shall pay the TUMF Balance in accordance with Ordinance 2025-406 to fully satisfy the TUMF Obligation (see Exhibit “F” - Example “A”). 20323.00004\30163105.3
DRAFT 02/09/21

-12-
20323.00004\30163105.4
(b) TUMF Reimbursement. If the dollar amount of the Actual Credit exceeds the TUMF Obligation, DEVELOPER will be deemed to have fully satisfied the TUMF Obligation for the Project and may apply for a reimbursement agreement, to the extent applicable, as provided in Section 14.6 of this Agreement. the AGENCIES shall provide DEVELOPER written notice of the determinations that the AGENCIES make pursuant to this section (see Exhibit “F” - Example “B”).
(c) TUMF Overpayment. If the dollar amount of the Actual Credit exceeds the Estimated Credit, but is less than the TUMF Obligation, but the Actual Credit plus additional monies collected by MENIFEE from DEVELOPER for the TUMF Obligation exceed the TUMF Obligation (“TUMF Overpayment”), DEVELOPER will be deemed to have fully satisfied the TUMF Obligation for the Project and may be entitled to a refund. MENIFEE or PERRIS’S Public Works Director, as applicable, shall provide written notice to WRCOG and DEVELOPER of the amount of the TUMF Overpayment and the AGENCIES shall direct WRCOG to refund the DEVELOPER in accordance with Ordinance 2025-406 (see Exhibit “F” - Example C).

14.6 Reimbursement Agreement. If authorized under either Section 14.3 or Section 14.5 DEVELOPER may apply to the AGENCIES and WRCOG for a reimbursement agreement for the amount by which the Actual Credit exceeds the TUMF Obligation, as determined pursuant to Section 14.3 of this Agreement, Ordinance No. 2025-406, and the TUMF Administrative Plan adopted by WRCOG (“Reimbursement Agreement”). If MENIFEE and WRCOG agree to a Reimbursement Agreement with DEVELOPER, the Reimbursement Agreement shall be executed on the form set forth in Exhibit “D,” and shall contain the terms and conditions set forth therein.

The Parties agree that the Reimbursement Agreement shall be subject to all terms and conditions of this Agreement, and that upon execution, an executed copy of the Reimbursement Agreement shall be attached hereto and shall be incorporated herein as a material part of this Agreement as though fully set forth herein.

15.0 Miscellaneous.

15.1 Assignment. DEVELOPER may, as set forth herein, assign all or a portion of its rights pursuant to this Agreement to a purchaser of a portion or portions of the Property (“Assignment“). DEVELOPER and such purchaser and assignee ("Assignee") shall provide to the AGENCIES such reasonable proof as it may require that Assignee is the purchaser of such portions of the Property. Any assignment pursuant to this Section shall not be effective unless and until DEVELOPER and Assignee have executed an assignment agreement with AGENCY in a form reasonably acceptable to the AGENCIES, whereby DEVELOPER and Assignee agree, except as may be otherwise specifically provided therein, to the following: (1) that Assignee shall receive all or a portion of DEVELOPER'S rights pursuant to this Agreement, including such credit as is determined to be applicable to the portion of the Property purchased by Assignee pursuant to Section 14.0 et seq. of this Agreement, and (2) that Assignee shall be bound by all applicable provisions of this Agreement.

15.2 Relationship Between the Parties. The Parties hereby mutually agree that this Agreement shall not operate to create the relationship of partnership, joint venture, or agency between or among the AGENCIES, WRCOG and DEVELOPER. DEVELOPER’S contractors 20323.00004\30163105.3
DRAFT 02/09/21

-13-
20323.00004\30163105.4
are exclusively and solely under the control and dominion of DEVELOPER. Nothing herein shall be deemed to make DEVELOPER or its contractors an agent or contractor of the AGENCIES.

This Agreement shall be interpreted and administered in a manner consistent with the TUMF Administrative Plan in effect at the time this Agreement is executed.

15.3 Warranty as to Property Ownership; Authority to Enter Agreement. DEVELOPER hereby warrants that it owns fee title to the Property and that it has the legal capacity to enter into this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority make this Agreement and bind each respective Party.

15.4 Prohibited Interests. DEVELOPER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for DEVELOPER, to solicit or secure this Agreement. DEVELOPER also warrants that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for DEVELOPER, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon the making of this Agreement. For breach of this warranty, AGENCY shall have the right to rescind this Agreement without liability.

15.5 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To the AGENCIES: City of Menifee
Attn: Public Works Director
29844 Haun Road
Menifee, CA 92586
Telephone: (951) 672-6777

City of Perris
Attn: Public Works Director
101 N. D Street
Perris, CA 92570
Telephone: (951) 943-6100

To WRCOG: Western Riverside Council of Governments
3390 University Avenue, Suite 200
Riverside, CA 92501
Attention: Executive Director
Telephone: (951) 405-6700
Fax No. (951) 223-9720

To DEVELOPER: Core5 Industrial Partners, LLC
Attn: Jon Kelly
300 Spectrum Center Drive, Suite 880
Irvine, CA 92618
Telephone: (949) 467-3290
20323.00004\30163105.3
DRAFT 02/09/21

-14-
20323.00004\30163105.4

Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail.

15.6 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

15.7 Construction; References; Captions. It being agreed the Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. All references to DEVELOPER include all personnel, employees, agents, and contractors of DEVELOPER, except as otherwise specified in this Agreement. All references to the AGENCIES include their elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

15.8 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by all Parties.

15.9 Termination. This Agreement shall terminate 10 years after the Effective Date, unless extended in writing by the Parties. In addition, this Agreement shall terminate 5 years after the Effective Date in the event that the TUMF Improvements as specified in the Credit Agreement is not commenced within 5 years of the Effective Date.

15.9.1 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.

15.9.2 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be construed as an authorization for any Party to assign any right or obligation.

15.9.3 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

15.9.4 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
20323.00004\30163105.3
DRAFT 02/09/21

-15-
20323.00004\30163105.4

15.9.5 Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the Parties’ activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California State Court in the County of Riverside, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, DEVELOPER expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394.

15.9.6 Time is of the Essence. Time is of the essence in this Agreement, and the Parties agree to execute all documents and proceed with due diligence to complete all covenants and conditions.

15.9.7 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument.

15.9.8 Entire Agreement. This Agreement contains the entire agreement between AGENCY and DEVELOPER and supersedes any prior oral or written statements or agreements between AGENCY and DEVELOPER.
[SIGNATURES OF PARTIES ON NEXT PAGE]
20323.00004\30163105.3
DRAFT 02/09/21

-16-
20323.00004\30163105.4
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

DEVELOPER:

CORE5 INDUSTRIAL PARTNERS, LLC,
a Delaware limited liability company

By: ______________________________
Its:_______________________________

WESTERN RIVERSIDE COUNCIL OF
GOVERNMENT:

By: ______________________________________
Its: Executive Director-_______________________
APPROVED TO FORM:

By: ________________________________
Its: ________________________________

20323.00004\30163105.3
DRAFT 02/09/21

-17-
20323.00004\30163105.4
AGENCY:

CITY OF MENIFEE

By: ______________________________________
Its: _____________________________________
ATTEST:

By: ________________________________
Its: ________________________________

AGENCY:

CITY OF PERRIS

By: ______________________________________
Its: _____________________________________
ATTEST:

By: ________________________________
Its: ________________________________

20323.00004\30163105.3
DRAFT 02/09/21

-18-
20323.00004\30163105.4
EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY

[ATTACH BEHIND THIS PAGE]

20323.00004\30163105.3
DRAFT 02/09/21

-19-
20323.00004\30163105.4

LEGAL DESCRIPTION

Real property in the City of Menifee, County of Riverside, State of California, described as Assessor Parcel Numbers:

Parcel Map No. 38156
APNs:
331-140-010
331-140-018
331-140-021
331-140-025
Parcel Map No. 38432
APNs:
331-150-036
331-150-037
331-150-039
331-150-040
331-150-041
331-150-042
331-150-044
331-150-045
Parcel Map No. 39292
APNs:
331-110-023
331-110-024
331-110-025
331-110-026
331-110-031
331-110-038
331-110-039
331-110-041

20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT B-1
20323.00004\30163105.4
EXHIBIT “B”

FORMS FOR SECURITY

[ATTACHED BEHIND THIS PAGE]

20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT B-2
20323.00004\30163105.4
BOND NO. ___________________
INITIAL PREMIUM: ___________________

SUBJECT TO RENEWAL

PERFORMANCE BOND
WHEREAS, the [INSERT “City” OR “County“] of ___________ (“AGENCY”) has executed an agreement with ________________________________________________ (hereinafter “DEVELOPER”), requiring DEVELOPER to perform certain work consisting of but not limited to, furnishing all labor, materials, tools, equipment, services, and incidentals for the construction of street and transportation system improvements (hereinafter the “Work”); WHEREAS, the Work to be performed by DEVELOPER is more particularly set forth in that certain TUMF Improvement and Credit/Reimbursement Agreement dated ___________________________, (hereinafter the “Agreement”); and WHEREAS, the Agreement is hereby referred to and incorporated herein by this reference; and
WHEREAS, DEVELOPER or its contractor is required by the Agreement to provide a good and sufficient bond for performance of the Agreement, and to guarantee and warranty the Work constructed thereunder.

NOW, THEREFORE, we the undersigned, ______________________________, as Principal and __________________________________, a corporation organized and existing under the laws of the State of _________________________ and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the AGENCY in the sum of _________________________________________________ ($______________), said sum being not less than one hundred percent (100%) of the total cost of the Work as set forth in the Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION is such, that if DEVELOPER and its contractors, or their heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in the Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless AGENCY, its officers, employees, and agents, as stipulated in the Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As part of the obligation secured hereby, and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney’s fees, incurred by AGENCY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or additions to the terms of the said Agreement or to the Work to be performed 20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT B-3
20323.00004\30163105.4
thereunder or the specification accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the Work.

IN WITNESS WHEREOF, we have hereto set our hands and seals this ____ day on _____________________, 20__.
________________________________
Principal
By: ___________________________
President

________________________________
Surety
By: ___________________________
Attorney-in-Fact
20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT B-4
20323.00004\30163105.4
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189

STATE OF CALIFORNIA )

COUNTY OF )
On , before me,
, Date Here Insert Name and Title of the Officer
personally appeared , Name(s) of Signer(s)
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
Signa
ture of Notary Public

Place Notary Seal Above
____________________________________OPTIONAL____________________________________ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title of Type of Document: Document Date:

Number of Pages: Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer’s Name:

Corporate Officer – Title(s):

Partner - LimitedGeneral
 Individual Attorney in Fact
 Trustee Guardian or Conservator
Signer’s Name:

Corporate Officer – Title(s):

Partner - LimitedGeneral
 Individual Attorney in Fact
 Trustee Guardian or Conservator
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.
20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT B-5
20323.00004\30163105.4

CERTIFICATE AS TO CORPORATE PRINCIPAL
I, _____________________________, certify that I am the ________________ Secretary of the corporation named as principal in the attached bond, that _____________________________________ who signed the said bond on behalf of the principal was then ____________________________________ of said corporation; that I know his signature, and his signature thereto is genuine; and that said bond was duly signed, sealed and attested for and in behalf of said corporation by authority of its governing Board. (Corporate Seal) _________________________________
Signature
_____________________
Date
NOTE: A copy of the power of attorney to local representatives of the bonding company may be attached hereto.
Other:

Signer is Representing:

Other:

Signer is Representing:

20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT B-6
20323.00004\30163105.4
BOND NO. ___________________
INITIAL PREMIUM: ___________________

SUBJECT TO RENEWAL

LABOR & MATERIAL BOND
WHEREAS, the [INSERT “City” OR “County”] of ___________ (“AGENCY”) has executed an agreement with _____________________________________ (hereinafter “DEVELOPER”), requiring DEVELOPER to perform certain work consisting of but not limited to, furnishing all labor, materials, tools, equipment, services, and incidentals for the construction of street and transportation system improvements (hereinafter “Work”); WHEREAS, the Work to be performed by DEVELOPER is more particularly set forth in that certain Improvement and Credit / Reimbursement Agreement dated ___________________________, (hereinafter the “Agreement”); and WHEREAS, DEVELOPER or its contractor is required to furnish a bond in connection with the Agreement providing that if DEVELOPER or any of his or its contractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for or about the performance of the Work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the provisions of 3248 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the same together with a reasonable attorney’s fee in case suit is brought on the bond.

NOW, THEREFORE, we the undersigned, ______________________________, as Principal and ____________________________________, a corporation organized and existing under the laws of the State of _________________________ and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the AGENCY and to any and all material men, persons, companies or corporations furnishing materials, provisions, and other supplies used in, upon, for or about the performance of the said Work, and all persons, companies or corporations renting or hiring teams, or implements or machinery, for or contributing to said Work to be done, and all persons performing work or labor upon the same and all persons supplying both work and materials as aforesaid, the sum of ____________________________________________________________ ($_______________), said sum being not less than 100% of the total amount payable by DEVELOPER under the terms of the Agreement, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if DEVELOPER or its contractors, or their heirs, executors, administrators, successors, or assigns, shall fail to pay for any materials, provisions, or other supplies or machinery used in, upon, for or about the performance of the Work contracted to be done, or for work or labor thereon of any kind, or fail to pay any of the persons named in California Civil Code Section 9100, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and his subcontractors pursuant to 20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT B-7
20323.00004\30163105.4
Section 13020 of the Unemployment Insurance Code with respect to such work and labor, and all other applicable laws of the State of California and rules and regulations of its agencies, then said Surety will pay the same in or to an amount not exceeding the sum specified herein.

In case legal action is required to enforce the provisions of this bond, the prevailing party shall be entitled to recover reasonable attorneys’ fees in addition to court costs, necessary disbursements and other consequential damages. In addition to the provisions hereinabove, it is agreed that this bond will inure to the benefit of any and all persons, companies and corporations entitled to make claims under Sections 8024, 8400, 8402, 8404, 8430, 9100 of the California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or additions to the terms of the Agreement or to the Work to be performed thereunder or the specification accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the Work.

IN WITNESS WHEREOF, we have hereto set our hands and seals this ____ day on _____________________, 20__.
________________________________
Principal
By: ___________________________
President

________________________________
Surety
By: ___________________________
Attorney-in-Fact
20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT B-8
20323.00004\30163105.4
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189

STATE OF CALIFORNIA )

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
Signa
ture of Notary Public

Description of Attached Document
Title of Type of Document: Document Date:

Number of Pages: Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer’s Name:

Corporate Officer – Title(s):

Partner - LimitedGeneral
 Individual Attorney in Fact
 Trustee Guardian or Conservator
Signer’s Name:

Corporate Officer – Title(s):

Partner - LimitedGeneral
 Individual Attorney in Fact
 Trustee Guardian or Conservator
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.
20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT B-9
20323.00004\30163105.4

Signer is Representing:

Other:

Signer is Representing:

PARCEL MAP OR TRACT MAP NO. PM38156 DATE: 7/30/2025
IP:

IMPROVEMENTS
Street/Drainage $ 2,638,773.94 $ $
*Flood Control $ 0.00 $ $
Dom Wtr EMWD $ 0.00 $ $
Rec Wtr EMWD $ 0.00 $ $
Sewer EMWD $ 0.00 T $ $
Total 2,638,773.94 $ $
Warranty Retention (10%) $
Construction items and their quantities, as shown on the attached sheets, are accurate for the improvements required to construct the above project and the mathmatical extensions, using City's unit costs, are accurate for determining bonding costs
Above amounts do G do not G include additional 20% for recordation prior to having signed plans (Ordinance460, Section 10.3E).

Signature Date
Joshua Lesinski C92605 9/30/2025
Name Typed or printed RCE# Exp. Date
Civil Engineer's Stamp
*Flood Control Construction Cost Estimate to be provided by Flood Control District. Provide a copy of Flood Control District letter stating cost estmate.

1. Quantities are to be taken from the Improvement Plans. Unit cost are to be as provided on "City of Menifee Improvement Requirement Worksheet."

2. Show Performance Bond Amounts to the nearest $500.00. Material and Labor Bond Amounts are 50% of Performance Bond Amountss. **100% for Flood Control items.

3. For Construction items not covered by "The City of Menifee Improvement Requirements Worksheet", Design Engineer is to provide his opinion of construction cost and use that cost. If City of Menifee Unit Costs are determined to be too low, in the opinion of the design engineer, the higher costs as provided by the Design Engineer should be used.
24-024S

CITY OF MENIFEE ENGINEERING DEPARTMENT

CONSTRUCTION COST WORKSHEET

ETHANAC ROAD IMPROVEMENTS
Menifee Commerce Center, ENG2023-013

FAITHFUL PERFORMANCE MATERIAL & LABOR

SECURITY SECURITY
(100% of Estimated (**100% of Estimated
Construction Costs) Construction Costs)
2,639,000.00 2,639,000.00

0.00 0.00

0.00 0.00
2,639,000.00 2,639,000.00
263,900.00

DESIGN ENGINEER'S CALCULATION OF IMPROVEMENT BONDING COSTS *** PLEASE READ INSTRUCTIONS BELOW ***
7/31/25
IP24-024S
Approved for Bonding
CR 8/1/2025

CITY OF MENIFEE ENGINEERING DEPARTMENT

IMPROVEMENT REQUIREMENT WORKSHEET

STREET AND DRAINAGE IMPROVEMENTS

UNIT
ROADWAY SECTION 1 Area = S.F.

TON $ 90.00 $ 510,300.00
Thickness in Feet (0.33' min.) =
C.Y. $ 50.00 $ 187,500.00
Thickness in Feet =
ROADWAY SECTION 2 Area = S.F.

TON $ 90.00 $ 18,900.00
Thickness in Feet (0.33' min.) =
C.Y. $ 50.00 $ 0.00
Thickness in Feet =
Ton $ 600.00 $ 0.00
ROADWAY SECTION 3 Area = S.F.

TON $ 90.00 $ 107,100.00
Thickness in Feet (0.33' min.) =
C.Y. $ 50.00 $ 48,500.00
Thickness in Feet =
L.F. $ 1.00 $ 1,395.00
S.Y. $ 0.60 $ 629.40
S.Y. $ 8.00 $ 95,120.00
EA. $ 250.00 $ 3,250.00
S.F. $ 0.90 $ 5,665.50
L.F. $ 16.00 $ 9,360.00
L.F. $ 15.00 $ 14,925.00
L.F. $ 10.00 $ 14,100.00
S.F. $ 10.00 $ 11,050.00
S.F. $ 8.00 $ 43,400.00
2 EA. $ 1,500.00 3,000.00
EA. $ 1,500.00 $ 4,500.00
L.F. $ 35.00 $ 9,975.00
L.F. $ 12.00 $ 24,240.00
EA. $ 10,000.00 $ 130,000.00
EA. $ 150.00 $ 2,400.00
EA. $ 400.00 $ 1,200.00
S.F $ 2.50 $ 2,500.00
L.F. $ 0.52 $ 2,314.00
L.F. $ 0.47 $ 1,865.90
L.F. $ 0.83 $ 415.00
L.F. $ 0.78 $ 858.00
L.F. $ 0.97 $ 455.90
L.F. $ 2.83 $ 6,395.80
S.F $ 3.61 $ 4,057.64
S.F. $ 3.00 $ 5,745.00
EA. $ 50.00 $ 400.00
EA. $ 100.00 $ 200.00
970

0.58 1,190
0 -

0.25 210
1,395

0.92 11,890
1,049
585
1,410
995
6,295
13 2,020
5,425
1,105
3 16
13 3
285
1,000
500
3,970
470
1,100
4,450
1,124
2,260
2 8
1,915

ITEM QUANTITY UNIT AMOUNT
COST
Asphalt Concrete (144 lbs/cu.ft)
Agg Base Class II

0.75 3,750

0.58 5,670
Asphalt Concrete (144 lbs/cu.ft)
Agg Base Class II
Asphalt Emulsion (Fog Seal/Paint Binder)
(1 ton = 240 gals)
-
Asphalt Concrete (144 lbs/cu.ft)
Agg Base Class II
Grinding A.C. , in place
Remove A.C. Pavement
Sawcut Exist. A.C. Pavement
Relocate Mailbox
AC overlay (min. 0.10')
Type "D" Curb (Median)
A.C. Dike (8")(incl. material & labor)
Curb and Gutter (Type A-8)
P.C.C. Cross Gutter and Spandrels
P.C.C. Driveway Approach
Relocate Fence
Metal Beam Guard Railing
ADA Access Ramp Type I (w/ new construction)
Adjust MH to Grade ( if no sewer plan )
Relocate Power Pole
Adjust Water Valve to Grade ( if no water plan )
ADA Access Ramp Type II (w/ new construction)

SIGNING, STRIPING AND SIGNALS
Remove Painted Traffic Stripes and Markings
4" Thermoplastic Solid Stripes
8" Thermoplastic Channelizing Line
12" Thermoplastic Crosswalk & Limit Line
4" Thermoplastic Broken Stripes
4" Thermoplastic Double Solid Stripes
Thermoplastic Cross Walk and Pavement Marking
Remove, Sign, Salvage
Relocate Roadside Sign
Thermoplastic Two-Way Left Turn Lane
Thermoplastic Pavement Markings
EA. $ 150.00 $ 5,700.00
EA. $ 3.75 $ 5,625.00
LS $ 250,000.00 $ 500,000.00
LS $ 100,000.00 $ 100,000.00
EA $ 500.00 $ 10,500.00
LS $ 75,000.00 $ 75,000.00
LS $ 8,000.00 $ 8,000.00
LS $ 40,000.00 $ 40,000.00
LS $ 30,000.00 $ 30,000.00
LS $ 15,000.00 $ 15,000.00
A. $ 2,061,542.14
B. Administrative Contingency (20% x A) $ 412,308.43
C. CM - Inspection - LC (8%) $ 164,923.37
D Streets/Drainage Total (A + B) $ 2,638,773.94
38 1
21 2
1,500
Install Sign ( Strap and Saddle Bracket Method)
Pavement Marker, Reflective
New Traffic Signal & Lighting (Major Intersection)
Install Pull Box (#6)
Retrofit of Ex. Traffic Signal & Lighting
Subtotal
Design/submittals/review 1
Mobilization 1
Traffic Control 1
Traffic Signal Mod 1
Survey 1
20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT C-1
20323.00004\30163105.4
EXHIBIT “C”

DOCUMENTATION TO BE PROVIDED TO AGENCY BY DEVELOPER FOR

DETERMINATION OF VERIFIED COSTS
To assist AGENCY in determining the Verified Costs for a completed TUMF Improvement, DEVELOPER shall provide the following documents to AGENCY:

1. Plans, specifications and DEVELOPER’s civil engineer’s cost estimate;

2. If DEVELOPER is seeking Credit for such costs, documentation evidencing cost of any required environmental studies, preparation of designs, plans and specifications, required right of way acquisition, and other costs directly related to the development of the TUMF Improvement. Only actual, documented and reasonable costs directly related to the TUMF Improvement will be considered. Costs should be documented as specified below.

3. Costs claimed for right of way acquisition must be accompanied by an appraisal (no more than two years old at the time of acquisition) completed by an MAI appraiser, and documentation of transfer of such right of way to the AGENCY, or applicable public agency.

The appraisal must be approved by the AGENCY as valid and acceptable.

4. List of bidders from whom bids were requested;

5. Construction schedules and progress reports;

6. Contracts, insurance certificates and change orders with each contractor, consultant, service provider or vendor;

7. Invoices received from all contractors, consultants, service providers and vendors;

8. Canceled checks for payments made to contractors, consultants, service providers and vendors (copy both front and back of canceled checks);

9. Spreadsheet showing total costs incurred in and related to the construction of each TUMF Improvement and the check number for each item of cost and invoice;

10. Final lien releases from each contractor and vendor; and

11. Such further documentation as may be reasonably required by AGENCY to evidence the completion of construction and the payment of each item of cost and invoice.

20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT D-1
20323.00004\30163105.4
EXHIBIT “D”

REIMBURSEMENT AGREEMENT

TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM
THIS REIMBURSEMENT AGREEMENT (“Agreement”) is entered into this ___ day of ___________________, 20___, by and between the [INSERT “City” OR “County”] of ___________, [**INSERT “a California municipal corporation” FOR CITY OR “a subdivision of the State of California” FOR COUNTY**] (“AGENCY”), the Western Riverside Council of Governments (“WRCOG”), a Joint Powers Agency and ________________________________, a California [**INSERT TYPE OF ENTITY - corporation, partnership, sole proprietorship or other legal entity**], with its principal place of business at [**ENTER ADDRESS**] (“DEVELOPER”). AGENCY and DEVELOPER are sometimes hereinafter referred to individually as “Party” and collectively as “Parties”.

RECITALS
WHEREAS, AGENCY, WRCOG and DEVELOPER are parties to an agreement dated ________________, 20___, entitled “Improvement and Credit Agreement - Transportation Uniform Mitigation Fee Program” (hereinafter “Credit Agreement”); WHEREAS, Sections 14.1 through 14.3 of the Credit Agreement provide that DEVELOPER is obligated to pay AGENCY the TUMF Obligation, as defined therein, but shall receive credit to offset the TUMF Obligation if DEVELOPER constructs and AGENCY accepts the TUMF Improvements in accordance with the Credit Agreement; WHEREAS, Section 14.5 of the Credit Agreement provides that if the dollar amount of the credit to which DEVELOPER is entitled under the Credit Agreement exceeds the dollar amount of the TUMF Obligation, DEVELOPER may apply to AGENCY and WRCOG for a reimbursement agreement for the amount by which the credit exceeds the TUMF Obligation; WHEREAS, Section 14.5 additionally provides that a reimbursement agreement executed pursuant to the Credit Agreement (i) shall be executed on the form attached to the Credit Agreement, (ii) shall contain the terms and conditions set forth therein, (iii) shall be subject to all terms and conditions of the Credit Agreement, and (iv) shall be attached upon execution to the Credit Agreement and incorporated therein as a material part of the Credit Agreement as though fully set forth therein; and
WHEREAS, AGENCY and WRCOG have consented to execute a reimbursement agreement with DEVELOPER pursuant to the Credit Agreement, (insert appropriate reference for city or county ), and the TUMF Administrative Plan adopted by WRCOG.

NOW, THEREFORE, for the purposes set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties hereby agree as follows:
20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT D-2
20323.00004\30163105.4
TERMS

1.0 Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals above and agree to the incorporation of the Recitals as though fully set forth herein.

2.0 Effectiveness. This Agreement shall not be effective unless and until the Credit Agreement is effective and in full force in accordance with its terms.

3.0 Definitions. Terms not otherwise expressly defined in this Agreement, shall have the meaning and intent set forth in the Credit Agreement.

4.0 Amount of Reimbursement. Subject to the terms, conditions, and limitations set forth in this Agreement, the Parties hereby agree that DEVELOPER is entitled to receive the dollar amount by which the Actual Credit exceeds the dollar amount of the TUMF Obligation as determined pursuant to the Credit Agreement, (insert appropriate reference for city or county), and the TUMF Administrative Plan adopted by WRCOG (“Reimbursement”).The Reimbursement shall be subject to verification by WRCOG. AGENCY and DEVELOPER shall provide any and all documentation reasonably necessary for WRCOG to verify the amount of the Reimbursement. The Reimbursement shall be in an amount not exceeding [INSERT DOLLAR AMOUNT] (“Reimbursement Amount”). WRCOG shall, upon receipt and approval of information requested by WRCOG, shall be responsible for transmitting the Reimbursement Amount to the DEVELOPER. In no event shall the dollar amount of the Reimbursement exceed the difference between the dollar amount of all credit applied to offset the TUMF Obligation pursuant to Section

14.3, 14.4, and 14.5 of the Credit Agreement, and one hundred (100%) of the approved unit awarded, as such assumptions are identified and determined in the Nexus Study and the TUMF Administrative Plan adopted by WRCOG.

5.0 Payment of Reimbursement; Funding Contingency. The payment of the Reimbursement Amount shall be subject to the following conditions:

5.1 DEVELOPER shall have no right to receive payment of the Reimbursement unless and until (i) the TUMF Improvements are completed and accepted by AGENCY in accordance with the Credit Agreement, (ii) the TUMF Improvements are scheduled for funding pursuant to the five-year Transportation Improvement Program adopted annually by WRCOG, (iii) WRCOG has funds available and appropriated for payment of the Reimbursement amount.

5.2 DEVELOPER shall not be entitled to any interest or other cost adjustment for any delay between the time when the dollar amount of the Reimbursement is determined and the time when payment of the Reimbursement is made to DEVELOPER by WRCOG through AGENCY.

6.0 Affirmation of Credit Agreement. AGENCY and DEVELOPER represent and warrant to each other that there have been no written or oral modifications or amendments of the Credit Agreement, except by this Agreement. AGENCY and DEVELOPER ratify and reaffirm each and every one of their respective rights and obligations arising under the Credit Agreement. AGENCY and DEVELOPER represent and warrant that the Credit Agreement is currently an effective, valid, and binding obligation.
20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT D-3
20323.00004\30163105.4

7.0 Incorporation Into Credit Agreement. Upon execution of this Agreement, an executed original of this Agreement shall be attached as Exhibit “D” to the Credit Agreement and shall be incorporated therein as a material part of the Credit Agreement as though fully set forth therein.

8.0 Terms of Credit Agreement Controlling. Each Party hereby affirms that all provisions of the Credit Agreement are in full force and effect and shall govern the actions of the Parties under this Agreement as though fully set forth herein and made specifically applicable hereto, including without limitation, the following sections of the Credit Agreement: Sections 10.0 through 10.3, Section 12.0, Sections 13.0 through 13.7, Sections 14.0 through 14.6, and Sections 15.0 through

15.17. [SIGNATURES OF PARTIES ON NEXT PAGE]
20323.00004\30163105.3
DRAFT 02/09/21

EXHIBIT D-4
20323.00004\30163105.4
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.
___________________________________
(“DEVELOPER”)
By: ______________________________________

Its: _______________________________________
ATTEST:

By: ________________________________
Its: ________________________________
[INSERT “City” OR “County”) of ___________
By: ______________________________________

Its: _______________________________________
ATTEST:

By: ________________________________
Its: ________________________________
20323.00004\30163105.3
DRAFT 02/09/21

20323.00004\30163105.4
EXHIBIT “E”

TUMF CREDIT / REIMBURSEMENT ELIGIBILITY PROCESS

1. Prior to the construction of any TUMF Improvement, DEVELOPER shall follow the steps listed below:
(a) Prepare a separate bid package for the TUMF Improvements. (b) The plans, cost estimate, specifications and contract document shall require all contractors to pay prevailing wages and to comply with applicable provisions of the Labor Code, Government Code, and Public Contract Code relating to Public Works Projects. (c) Bids shall be obtained and processed in accordance with the formal public works bidding requirements of the AGENCY.
(d) The contract(s) for the construction of TUMF Improvements shall be awarded to the lowest responsible bidder(s) for the construction of such facilities in accordance with the AGENCY’s requirements and guidelines.
(e) Contractor(s) shall be required to provide proof of insurance coverage throughout the duration of the construction.

2. Prior to the determination and application of any Credit pursuant to a TUMF Improvement and Credit Agreement executed between AGENCY and DEVELOPER ("Agreement"), DEVELOPER shall provide the AGENCY and WRCOG with the following:
(a) Copies of all information listed under Item 1 above. (b) Surety Bond, Letter of Credit, or other form of security permitted under the Agreement and acceptable to the AGENCY and WRCOG, guaranteeing the construction of all applicable TUMF Improvements.

3. Prior to the AGENCY’s acceptance of any completed TUMF Improvement, and in order to initiate the construction cost verification process, the DEVELOPER shall comply with the requirements as set forth in Sections 7, 14.2 and 14.3 of the Agreement, and the following conditions shall also be satisfied:
(a) DEVELOPER shall have completed the construction of all TUMF Improvements in accordance with the approved Plans and Specifications. (b) DEVELOPER shall have satisfied the AGENCY’s inspection punch list. (c) After final inspection and approval of the completed TUMF Improvements, the AGENCY shall have provided the DEVELOPER a final inspection release letter.
20323.00004\30163105.3
DRAFT 02/09/21

20323.00004\30163105.4
(d) AGENCY shall have filed a Notice of Completion with respect to the TUMF Improvements pursuant to Section 3093 of the Civil Code with the County Recorder’s Office, and provided a copy of filed Notice of Completion to WRCOG. (e) DEVELOPER shall have provided AGENCY a copy of the As-Built plans for the TUMF Improvements.
(f) DEVELOPER shall have provided AGENCY copies of all permits or agreements that may have been required by various resource/regulatory agencies for construction, operation and maintenance of any TUMF Improvements. (g) DEVELOPER shall have submitted a documentation package to the AGENCY to determine the final cost of the TUMF Improvements, which shall include at a minimum, the following documents related to the TUMF Improvements:
(i) Plans, specifications, and DEVELOPER'S Civil Engineer’s cost estimates; or Engineer’s Report showing the cost estimates. (ii) If DEVELOPER is seeking Credit for such costs, documentation evidencing cost of any required environmental studies, preparation of designs, plans and specifications, required right of way acquisition, and other costs directly related to the development of the TUMF Improvements. Only actual, documented and reasonable costs directly related to the TUMF Improvements will be considered. Costs should be documented as specified below.
(iii) Costs claimed for right of way acquisition must be accompanied by an appraisal (no more than two years old at the time of acquisition) completed by an MAI appraiser, and documentation of transfer of such right of way to the AGENCY, or applicable public agency. The appraisal must be approved by the AGENCY as valid and acceptable. (iv) Contracts/agreements, insurance certificates and change orders with each vendor or contractor.
(v) Invoices from all contractors, consultants, service providers and vendors.
(vi) Copies of cancelled checks, front and back, for payments made to contractors, consultants, service providers and vendors. (vii) Final lien releases from each contractor and vendor (unconditional waiver and release).
(viii) Certified contract workers payroll for AGENCY verification of compliance with prevailing wages.
(ix) A total cost summary, in spreadsheet format (MS Excel is preferred) and on disk, showing a breakdown of the total costs incurred. The summary should include for each item claimed the check number, cost, invoice numbers, and name of payee. See 20323.00004\30163105.3
DRAFT 02/09/21

20323.00004\30163105.4
attached sample for details. [ATTACH SAMPLE, IF APPLICABLE; OTHERWISE DELETE

REFERENCE TO ATTACHED SAMPLE

20323.00004\30163105.3
DRAFT 02/09/21

20323.00004\30163105.4
EXHIBIT “F”

RECONCILIATION

EXAMPLES

All examples are based on a single family residential development project of 200 dwelling units: 200 SF dwelling units @ $6,650 / dwelling unit = $1,330,000 in fees (TUMF Obligation) Example A: “TUMF BALANCE”
CREDIT
TUMF Obligation: $1,330,000
Estimated Credit: Bid ($1,500,000) or unit Cost Assumption ($1,600,000) whichever is less $1,500,000 Potential Reimbursement: ($170,000)

RECONCILIATION
TUMF Obligation: $1,330,000
Actual Credit: $1,200,000
TUMF Balance (Payment to TUMF): $130,000

Example B: “REIMBURSEMENT”
CREDIT
TUMF Obligation: $1,330,000
Estimated Credit: Bid ($1,500,000) or unit Cost Assumption ($1,600,000) whichever is less $1,500,000 Potential Reimbursement: ($170,000)

RECONCILIATION
TUMF Obligation: $1,330,000
Actual Credit: $1,500,000
Reimbursement Agreement with Developer (Based on Priority Ranking): ($170,000)

Example C: “TUMF OVERPAYMENT”
CREDIT
TUMF Obligation: $1,330,000
Estimated Credit: Bid ($1,200,000) or unit Cost Assumption ($1,500,000) whichever is less $1,200,000 Remaining TUMF Obligation: $130,000 Prorated Fee: $130,000 / 200 du = $650 / du

RECONCILIATION
Actual Credit: $1,300,000
TUMF payments from Developer ($650 per unit x 200 units) $130,000 Actual Credit plus TUMF Payment $1,430,000

TUMF Obligation: $1,330,000
Actual Credit plus TUMF Payment $1,430,000 TUMF Overpayment (Refund to Developer): ($100,000)

Menifee City CouncilJuly 15, 2026

Menifee City Council
July 15, 2026