Agenda packet — Menifee City Council, October 7, 2026 (part 5 of 6)

First American Title Company
4140 Temescal Canyon Rd, Ste 301
Corona, CA 92883
California Department of Insurance License No. 2549-4
Title Officer: Ryan Achterberg
Phone: (949)299-4950
Fax No.: (714)824-5946
E-Mail: [email protected]
E-Mail Loan Documents to: Lenders please contact the Escrow Officer for email address for sending loan documents.

Property: APN 344-330-006, -007, 344-331-005, -006
Menifee, CA

PRELIMINARY REPORT
In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report.

Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered.

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

Please be advised that any provision contained in this document, or in a document that is attached, linked or referenced in this document, that under applicable law illegally discriminates against a class of individuals based upon personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or any other legally protected class, is illegal and unenforceable by law.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

Order Number: NHSC-7199261
Page Number: 2
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Dated as of December 19, 2025 at 7:30 A.M.

The form of Policy of title insurance contemplated by this report is:

To Be Determined
A specific request should be made if another form or additional coverage is desired.

Title to said estate or interest at the date hereof is vested in:

GREENS HERITAGE, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY The estate or interest in the land hereinafter described or referred to covered by this Report is:

Fee
The Land referred to herein is described as follows:
(See attached Legal Description)
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows:

1. General and special taxes and assessments for the fiscal year 2025-2026.

First Installment: $1,716.22, PAID
Penalty: $0.00
Second Installment: $1,716.22, OPEN
Penalty: $0.00
Tax Rate Area: 026-258
A. P. No.: 344-331-006
Affects: PARCEL 1
The County Tax Collector could not verify the amounts shown above at this time. Please verify the amounts with the County Tax Collector prior to the close of the contemplated transaction.

2. General and special taxes and assessments for the fiscal year 2025-2026.

First Installment: $1,734.44, PAID
Penalty: $0.00
Second Installment: $1,734.44, OPEN
Penalty: $0.00
Tax Rate Area: 026-258
A. P. No.: 344-331-005
Order Number: NHSC-7199261
Page Number: 3
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Affects: PARCEL 2
The County Tax Collector could not verify the amounts shown above at this time. Please verify the amounts with the County Tax Collector prior to the close of the contemplated transaction.

3. General and special taxes and assessments for the fiscal year 2025-2026.

First Installment: $1,716.22, PAID
Penalty: $0.00
Second Installment: $1,716.22, OPEN
Penalty: $0.00
Tax Rate Area: 026-258
A. P. No.: 344-330-007
Affects: PARCEL 3
The County Tax Collector could not verify the amounts shown above at this time. Please verify the amounts with the County Tax Collector prior to the close of the contemplated transaction.

4. General and special taxes and assessments for the fiscal year 2025-2026.

First Installment: $1,722.23, PAID
Penalty: $0.00
Second Installment: $1,722.23, OPEN
Penalty: $0.00
Tax Rate Area: 026-258
A. P. No.: 344-330-006
Affects: PARCEL 4
The County Tax Collector could not verify the amounts shown above at this time. Please verify the amounts with the County Tax Collector prior to the close of the contemplated transaction.

5. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

6. Covenants, conditions, and restrictions in the document recorded July 22, 1930 as INSTRUMENT NO. 1575 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction, if any, indicating a preference, limitation, or discrimination based on race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, handicap, veteran or military status, genetic information, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, to the extent that such covenants, conditions or restrictions violate applicable state or federal laws. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

Affects: PARCEL 1, 3 AND 4
Order Number: NHSC-7199261
Page Number: 4
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7. An easement for To lay, construct, operate, maintain, repair, renew, change the size of and remove a pipeline, with metering, regulation and other equipment for the transportation of water over and through, under, along and across and incidental purposes, recorded January 29, 1964 as INSTRUMENT NO. 11710, BOOK 3595, PAGE 532 of Official Records.

In Favor of: Eastern Municipal Water District
Affects: as described therein
The location of the easement cannot be determined from record information.

Affects: PARCEL 4

8. An easement for construct, use, maintain, alter, add to, enlarge, repair, replace, inspect, and/or remove, at any time and from time to time, electric lines, consisting of wood and/or metal poles, guy wires and anchors, cross-arms, wires and other fixtures and appliances, for conveying electric energy to be used for light, heat, power, telephone and incidental purposes, recorded August 28, 1968 as INSTRUMENT NO. 83429 of Official Records.

In Favor of: Southern California Edison Company, a corporation Affects: as described therein
Affects: PARCEL 4

9. An easement for PUBLIC UTILITY and incidental purposes, recorded January 28, 1991 as INSTRUMENT NO. 1991-029583 of Official Records.

In Favor of: SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION,

ITS SUCCESSORS AND ASSIGNS
Affects: AS DESCRIBED THEREIN
Affects: PARCEL 4

10. The fact that the land lies within the boundaries of the I-215 CORRIDOR Redevelopment Project Area, as disclosed by the document recorded May 26, 2006 as INSTRUMENT NO. 2006-385207 of Official Records.

Affects: PARCEL 1, 3 AND 4
Document(s) declaring modifications thereof recorded June 01, 2006 as INSTRUMENT NO. 2006- 398540 of Official Records.

11. The effect of a Resolution by the Riverside County Board of Supervisors accepting said offer of dedication for the purpose of vesting title in the County of Riverside on behalf of the public, but not as part of the County-maintained road system, recorded April 20, 1984 as Instrument No. 84-82778 of Official Records of Riverside County, California.

Affects: PARCEL 1

12. Water rights, claims or title to water, whether or not shown by the Public Records.

Order Number: NHSC-7199261
Page Number: 5
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13. Rights of parties in possession.

14. Any facts, rights, interests or claims which would be disclosed by a correct ALTA/NSPS survey.

Prior to the issuance of any policy of title insurance, the Company will require:

15. With respect to GREENS HERITAGE, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY:
a. A copy of its operating agreement or similar document and any amendments thereto; b. A official copy of its articles of organization or similar incorporation document and any corrections, amendments or restatements thereto;
c. Evidence that the limited liability company is properly formed and is in good standing in the state of its domicile;
d. Other requirements which the Company may impose following its review of the material required herein and other information which the Company may require.

16. An ALTA/NSPS survey of recent date which complies with the current minimum standard detail requirements for ALTA/NSPS land title surveys.

Order Number: NHSC-7199261
Page Number: 6
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INFORMATIONAL NOTES
Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction.

1. The property covered by this report is vacant land.

2. According to the public records, there has been no conveyance of the land within a period of twentyfour months prior to the date of this report, except as follows:

None

3. We find no outstanding voluntary liens of record affecting subject property. Disclosure should be made concerning the existence of any unrecorded lien or other indebtedness which could give rise to any possible security interest in the subject property.

The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached.

Order Number: NHSC-7199261
Page Number: 7
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LEGAL DESCRIPTION
Real property in the City of Menifee, County of Riverside, State of California, described as follows:

Parcel 1: (APN: 344-331-006)
Lot 286 of DUNWOODIE PARK TRACT NO. 2, as shown by map on file in Book 16, Page 66 of Maps, records of Riverside County, California.

Excepting therefrom that portion thereof conveyed to the County of Riverside by document recorded February 20, 1976 as Instrument No. 22378 of Official Records of Riverside County, California.

Parcel 2: (APN: 344-331-005)
Lot 285 of DUNWOODIE PARK TRACT NO. 2, as per map recorded in Book 16, Page 66 of Maps, in the office of the County Recorder of said county.

Except that portion of Lot 285 conveyed to the County of Riverside in a deed recorded February 20, 1976 as Instrument No. 22379, Official Records, described as follows:

Beginning at the Northeast corner of said Lot 285; thence Southerly on the Easterly line of said Lot, 23 feet; thence Northwesterly in a straight line to a point on the Northerly line of said lot, said point lying 25 feet Westerly of the Northeast corner of said lot; thence Easterly on the Northerly line of said lot to the Point of Beginning.

Parcel 3: (APN: 344-330-007)
Lot 276 of DUNWOODIE PARK TRACT NO. 2, in the City of Menifee, County of Riverside, State of California, as per map on record in Book 16, Page 66, thereof, in the office of the County Recorder of Riverside County, State of California.

Parcel 4: (APN: 344-330-006)
Lot 275 of DUNWOODIE PARK TRACT NO. 2, in the City of Menifee, County of Riverside, State of California, as per map on record in Book 16, Page 66, thereof, in the office of the County Recorder of Riverside County, State of California.

Order Number: NHSC-7199261
Page Number: 8
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Order Number: NHSC-7199261
Page Number: 9
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NOTICE
Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or subescrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible.

Order Number: NHSC-7199261
Page Number: 10
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EXHIBIT A

LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE [(07-01-2021) v. 01.00]

EXCLUSIONS FROM COVERAGE
The following matters are excluded from the coverage of this policy and We will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to:
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or
iv. environmental remediation or protection.
b. any governmental forfeiture, police, or regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b.

Exclusion 1 does not modify or limit the coverage provided under Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23, or 27.

2. Any power to take the Land by condemnation. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 17.

3. Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by You;
b. not Known to Us, not recorded in the Public Records at the Date of Policy, but Known to You and not disclosed in writing to Us by You prior to the date You became an Insured under this policy; c. resulting in no loss or damage to You;
d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 5, 8.f., 25, 26, 27, 28, or 32); or
e. resulting in loss or damage that would not have been sustained if You paid consideration sufficient to qualify You as a bona fide purchaser of the Title at the Date of Policy.

4. Lack of a right:
a. to any land outside the area specifically described and referred to in Item 3 of Schedule A; and b. in any street, road, avenue, alley, lane, right-of-way, body of water, or waterway that abut the Land.

Exclusion 4 does not modify or limit the coverage provided under Covered Risk 11 or 21.

5. The failure of Your existing structures, or any portion of Your existing structures, to have been constructed before, on, or after the Date of Policy in accordance with applicable building codes. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 14 or 15.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights law, that the transfer of the Title to You is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer:
i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or
ii. for any other reason not stated in Covered Risk 30.

7. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

8. Negligence by a person or an entity exercising a right to extract or develop oil, gas, minerals, groundwater, or any other subsurface substance.

9. Any lien on Your Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 9 does not modify or limit the coverage provided under Covered Risk 8.a. or 27.

10. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land.

LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement as follows:

For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A.

The deductible amounts and maximum dollar limits shown on Schedule A are as follows:

Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1% of Policy Amount Shown in Schedule A or $2,500 $10,000 (whichever is less)
Covered Risk 18: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less)
Covered Risk 19: 1% of Policy Amount Shown on Schedule A or $5,000 $25,000 (whichever is less)
Covered Risk 21: 1% of Policy Amount Shown on Schedule A or $2,500 $5,000 (whichever is less)
Order Number: NHSC-7199261
Page Number: 11
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ALTA OWNER'S POLICY [(07-01-2021) V. 01.00]
CLTA STANDARD COVERAGE OWNER'S POLICY [(02-04-22) V. 01.00]

EXCLUSIONS FROM COVERAGE
The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to:
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or
iv. environmental remediation or protection.
b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b.

Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6.

2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7.

3. Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or
e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights law, that the transaction vesting the Title as shown in Schedule A is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer:
i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or
ii. for any other reason not stated in Covered Risk 9.b.

5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8.

6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b.

7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land.

NOTE: The 2021 ALTA Owner’s Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R’s, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7. The 2021 CLTA Standard Coverage Owner’s Policy will include the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7.

EXCEPTIONS FROM COVERAGE
Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage.

This policy does not insure against loss or damage and the Company will not pay costs, attorneys’ fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy.

7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, Order Number: NHSC-7199261
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uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B.
2006 ALTA OWNER'S POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

NOTE: The 2006 ALTA Owner’s Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R’s, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7.

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that arise by reason of:

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy.

4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy.

6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy.

7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B.

Your Property
Your
Transportation
Project
1 INTRODUCTION
This booklet was prepared for you as a person who may potentially be affected by a proposed public transportation project. If it is your property that is affected, you may wonder what will happen. Who will contact you? What will you be paid for your property? Important questions like these require specific answers.

We hope this booklet will answer some of your questions and present a better picture of our overall procedures.

WHY DOES A PUBLIC AGENCY HAVE THE RIGHT TO BUY MY PROPERTY? Our state and federal constitutions recognize the need for public agencies/entities to purchase private property for public use and provide appropriate safeguards to accomplish this purpose.

State and federal constitutions and the federal Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended, authorize the purchase of private property for public use and assure full protection of the rights of each citizen.

The City of Menifee (“Agency”), a public entity, may purchase private property for public use.

INITIAL PROJECT PLANNING
The responsibility for studying potential sites for a transportation project rests with a team of specially trained individuals selected to do this important job. Many months or even years are spent in preliminary study and investigation to consider possible locations for a project.

Consideration of the environmental and social impacts are as much a part of location determination as engineering and cost. Participation by private citizens and public agencies is actively sought so that various views can be considered in the study process. The process may include public hearings and/or workshops, which give persons an opportunity to express their views on the locations being considered.

The team of trained individuals is composed of many specialists. Among these are:
• Transportation Planners
These individuals determine methods and routes for the traveling public. This includes studies of existing traffic patterns, “origin-destination” surveys and user benefits. They also determine whether the proposed project location is economically sound. They research and analyze the effects produced by similar projects upon other communities. • Environmental Planners
These individuals evaluate a wide spectrum of potential socio-economic and/or environmental impacts, including traffic, noise and visual impacts of the proposed project. 2 • Design Engineers
These individuals recommend the type of transportation project which will be of the most benefit to the public. They prepare design plans, specifications, and cost estimates, which determine the properties or portions of properties required for the project. • Land Surveyors
These individuals perform field surveys and monument property lines to delineate and map the right of way needs.

As a result of this team effort, the best possible location for a transportation project is selected after thorough social, economic, engineering and environmental analyses, as well as consideration of expressed public concerns and desires. The goal is that the project provides the greatest public good and the least private injury or inconvenience while rendering the best possible service.

FREQUENTLY ASKED QUESTIONS
WHO WILL CONTACT ME?
One of the first persons you will meet is an independent real estate appraiser. You will be afforded the opportunity to accompany the appraiser on the inspection of your property. At the time of the inspection, the appraiser will also provide you the general project information. The appraiser will analyze your property and examine all of the features which contribute to its market value.

Information about improvements you have made and any other special features that you believe may affect the market value of your property should be given to the appraiser to ensure he/she has all the information you feel is relevant.

It is the duty of the Agency to ensure that you receive fair market value for the property rights and/or interests needed for the project. The Agency cannot purchase the property rights and/or interests needed for more than they are worth, but it can and will assure you that you do not have to sell your property rights and/or interests for less than their fair market value. You will receive a copy of the appraisal report upon which the Agency’s offer is based.

At the time the offer is made to purchase property rights and/or the interests needed in your property, you may obtain your own independent appraisal and the Agency will reimburse you up to $5,000 for the actual costs of obtaining an independent appraisal. A licensed appraiser must perform your appraisal. The Agency’s acquisition agent will provide more information concerning this reimbursement at the time of the offer.

HOW WILL THE TRANSACTION TAKE PLACE?
A purchase of property rights and/or interests in your property by the Agency is handled in the same way as any private property transaction.

The Agency will pay fair market value for the property rights and/or interests in your property. The Agency will also pay for the preparation of all documents, all title and escrow fees, a policy of title insurance, recording fees and such other fees as may be required for the conveyance of title to 3 the Agency. Since this is a direct conveyance of real property from the property owner to the Agency, there are no real estate commissions involved, and the Agency will not recognize or pay any such real estate commissions.

A private property transaction will usually cost thousands of dollars in sales expenses. There are no seller’s expenses in a purchase by the Agency.

Additionally, depending on your specific circumstances, you may be eligible for relocation payments and benefits for moving personal property when you move. These benefits are described in supplemental booklets which will be provided to you, should the Agency’s acquisition actually cause your personal property to be moved and/or you to be displaced from your property.

WILL I BE PAID FOR LOSS IN VALUE TO MY REMAINING PROPERTY? When only certain interests (i.e. a Temporary Construction Easement) or a part of your property is needed for a project, every reasonable effort is made to ensure that you do not suffer damages to the remainder of your property. The total payment by the Agency will be for the property or interests in the property the Agency actually purchases, for any loss in market value to your remaining property and temporary damages to the remainder of your property, if any.

The determination of any loss in market value and/or temporary damages to the remainder are appraisal issues involving many variables. When these situations occur, the Agency’s acquisition agent will explain the effect of a partial acquisition on your remaining property.

Additionally, as an owner of a business conducted on the property to be purchased, you may be entitled to compensation of a loss of business goodwill. Your specific circumstances will need to be analyzed on a case-by-case basis.

THE AGENCY’S RIGHT OF EMINENT DOMAIN
The Agency may exercise its power of eminent domain to acquire private property for use.

A property owner’s rights are guaranteed by the federal and state constitutions and applicable federal and state laws. The principal right is that “Just Compensation” must be paid for any property rights or interests acquired by eminent domain.

EMINENT DOMAIN PROCESS
The vast majority of our transactions are settled by contract. However, if the owner and the Agency cannot agree on the terms of sale, the Agency may resort to the eminent domain process to avoid delaying the project and will ultimately initiate condemnation proceedings.

At a public hearing called a Resolution of Necessity (“RON”) hearing, the Agency will request authority from the Agency’s Board of Directors (“Board”) to file a condemnation action in court.

You will be given an opportunity to appear before the Board to question whether public interest, necessity, planning and location require the proposed project and your property. The Board does not hear arguments regarding valuation or Just Compensation at the RON hearing. 4 Condemnation lawsuit documents are prepared by the Agency and filed with the court. The Summons and Complaint will then be served on the property owner and persons having a property interest in the parcel. The persons served must file a response to the lawsuit with the court within 30 days.

Counsel for the parties will then prepare for trial, and the court will set dates for preliminary motions and the trial.

WHAT HAPPENS IN A CONDEMNATIONAL TRIAL?
The purpose of the trial is to determine the amount of Just Compensation. Usually the trial is conducted before a judge and jury. Both the property owner and the Agency will have the opportunity to present evidence of value. The jury will determine the amount of just compensation after being instructed as to the law by the judge. In those cases where the parties choose not to have a jury, the judge will decide the amount of compensation.

The Judgment is then prepared by counsel and signed by the judge. It will state that, upon payment of the amount of the verdict for the benefit of the property owner, title will be transferred to public ownership.

When the Agency makes the payment as required by the Judgment, the Final Order of Condemnation is signed by the judge and recorded with the County Recorder’s office. This finalizes the actual transfer of title.

IF I WANT A TRIAL, MUST I HAVE AN ATTORNEY AND EXPERT WITNESSES? Property owners have the right to represent themselves. However, you may wish to consult an attorney. If you do not have one, in many communities, the yellow pages of the telephone directory will refer you to an attorney reference services. The local bar association may also provide a list of attorneys who may offer services in eminent domain proceedings.

You and your attorney must decide what type of case you will present and what witnesses will be needed.

WHEN WILL THE PROJECT NEED MY PROPERTY?
Continued use of your property usually depends on when construction must begin, including utility relocations. If a settlement is not reached and construction must begin before the trial, the Agency will seek a court order for early possession of your property, or the Agency and property owner can enter into a “Possession and Use Agreement”.

In this regard, the Agency will be required to deposit with the State Treasurer the probable amount of Just Compensation when the lawsuit is filed, as determined by an appraisal, as security for the value of the property rights it is seeking. Once the deposit is made, subject to the rights of any other person having an interest in the property, the property owner may withdraw all or a portion of it at any time during the condemnation proceedings.
5 The court may then grant to the Agency an order for early possession to allow the Agency use of your property.

To obtain an Order for Possession, the Agency will file a motion with the court and schedule a hearing 90 days after you and your occupants of the property are served with the motion papers (60 days if the property is unoccupied). You and the occupants, if any, will have 30 days to oppose the motion. Once the court grants an Order for Possession, the Agency may obtain possession of the property 30 days after service of the Order for Possession and the Agency can begin to use the property for construction of the project.

The Agency’s acquisition agent will assist you in the transaction and will be available to answer any additional questions you may have.

DEFINITIONS
Acquire - To purchase
Complaint – The document filed with the court by the Agency which initiates an eminent domain proceeding.

Condemnation – The legal process by which a proceeding in eminent domain is accomplished.

Counsel – An attorney or attorneys.

Eminent Domain – The right of government to purchase private property for public use.

Fair Market Value – The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available.

Final Order of Condemnation – The instrument which, when recorded, transfers title to public ownership.

Judgment – The court’s formal decision based on applicable law and the verdict.

Just Compensation – The measure of Just Compensation is Fair Market Value.

Loss of Business Goodwill – A loss in the value of a business caused by the Agency’s acquisition of property that cannot be reasonably prevented by relocation of the business or the owner adopting prudent or reasonable steps that preserve the value of the business goodwill.

Parcel – Usually means the property that is being acquired.

Plaintiff – The public agency that desires to purchase the property.

Possession – Legal control; to have the right to use.
6 Property – The right of interest which an individual has in land, including the rights to use or possess. Property is ownership; the exclusive right to use, possess or dispose of a thing.

Summons – Notification of filing of a lawsuit in eminent domain and of the necessity to file answer or other responsive pleading.

Temporary Construction Easement – A temporary right for a specific time acquired from the owner of real property to provide a work area necessary for the construction of the project.

Title – Legal ownership.

Trial – The hearing of the facts from a plaintiff and defendant in court of law, either with or without a jury.

Verdict – The amount of just compensation to be paid for a property including any damages to the remainder, if applicable.

This is an informational pamphlet only. It is not intended to give a complete statement of all State or Federal laws and regulations pertaining to the purchase of your property for a public use, the Relocation Assistance Program, technical legal definitions, or any form of legal advice.

ADA Notice
For individuals with disabilities, this document is available in alternate formats.

For information contact:

City of Menifee
29844 Haun Road
Menifee, CA 92586
(951) 672-6777

CITY OF MENIFEE
SUBJECT: Resolution of Necessity Authorizing the Condemnation of Property for Right-of-Way Purposes on McCall Boulevard
MEETING DATE: October 7, 2026
TO: Mayor and City Council
PREPARED BY: Steven E. Strapac, Assistant City Engineer/City Surveyor REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
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RECOMMENDED ACTION

1. Adopt a resolution finding and determining that the public interest and necessity require the acquisition of a portion of real property known as Assessor’s Parcel Numbers (APN) 344-120- 007 and 344-120-008, on the vacant land on the north side of McCall Boulevard, east of Chatham Lane and west of Antelope Road, to widen the roadway, relocate utilities and modify traffic signals.

DISCUSSION
Background
McCall Boulevard is identified in the City’s General Plan as ultimately being an urban arterial sixlane major roadway, with a raised median. The street currently exists as a four-lane roadway. As part of the conditions of approval of development, the Menifee Valley Project is required to complete the McCall Boulevard Improvement Project, which consists of widening McCall Boulevard to add additional lanes, modifying traffic signals, and relocating and modernizing certain utilities (Project).

In addition to the Menifee Valley Project, several future projects are in various stages of the development review and construction process that will contribute to future traffic along this corridor. These projects include the Menifee Commerce Center project, located south of Ethanac Road, east of Sherman Road, and north of a major existing Southern California Edison easement, and the Legado Residential Development, located near the intersection of McCall Boulevard and Sherman Road.

The conditioned road widening by the Project requires the acquisition of additional public right-ofway (ROW) from APNs 344-120-007 and 344-120-008, located on the north side of McCall City of Menifee Staff Report
Resolution of Necessity (APNs 344-120-007 and 344-120-008) October 7, 2026

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Boulevard on vacant land, east of Chatham Lane and west of Antelope Road, Menifee, CA (Property). The ROW is needed, specifically a 2,300 square foot permanent easement, to accommodate the roadway, utility relocation, and traffic signal improvements that facilitate the Project improvements. The Project also requires an 8,564 square foot temporary construction easement to allow space for construction activities necessary for the Project.

Pursuant to applicable requirements of law, the City has appraised the property interests it seeks to acquire from the Property. Following receipt and review of the respective appraisal information, offer letters were sent to the respective property owners, pursuant to Government Code section 7267.2.

Staff have attempted to negotiate with the Property owners but have not been able to secure a final agreement for the transfer of the required property interests by way of a negotiated agreement.

The proposed resolution would allow the City to proceed with eminent domain processes to acquire the necessary property interests. It is important to note that staff will continue to pursue discussions with the Property owners, in an attempt to reach mutually agreeable terms for the property interests even if the resolution of necessity is adopted.

Analysis
The proposed resolution is a resolution of necessity under California Code of Civil Procedure sections 1245.210, et seq. Such a resolution must be considered and approved by the legislative body prior to any exercise of eminent domain to acquire property. The resolution must be passed by a two-thirds majority, or four affirmative votes of the members of the City Council.

The California Eminent Domain Law provides the findings that must be made in a resolution of necessity. These are:

1. That the public interest and necessity require the project for which the property is proposed to be acquired;

2. That the project is planned in a manner that will create the greatest public good and the least private injury;

3. That the property proposed to be acquired is necessary for the project; and

4. That the offer required by Government Code section 7267.2 has been made to the owner of record.

In addition, the City Council is being asked to make the finding that the City has met all other procedural prerequisites for the exercise of eminent domain on the Property, including a determination that the Project was reviewed under applicable environmental review procedures.

The amount of compensation due to the Property interests involved is not a subject of the resolution of necessity, and therefore not before the City Council as an issue to be considered as part of this resolution.

City of Menifee Staff Report
Resolution of Necessity (APNs 344-120-007 and 344-120-008) October 7, 2026

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The Property owners, and/or their representative, have a right to appear and be heard on the matters encompassed within the resolution affecting their Property. As required by the California Eminent Domain Law, the Property owners were given notice of the City’s consideration of the resolution of necessity and notified of their opportunity to appear and be heard on whether the City has undertaken all required steps and met all procedural prerequisites to the exercise of eminent domain to acquire the Property interests proposed to be taken. As of the date of writing this report, the property owners have not contacted the City to request to be heard at the meeting.

The facts supporting the various findings included within the resolution of necessity are recited in more detail in the text of the resolution itself. Generally, the public interest and necessity require the Project, in that the City's General Plan, and specifically the Circulation Element, calls for the improvement of McCall Boulevard in the manner contemplated by the Project. The Project is designed to relieve regional traffic congestion, improve traffic flow, and improve safety for the current and future residents and businesses within the Project region. The Project is located in a manner most compatible with the greatest public good and least private injury, in that it requires only minor acquisitions of permanent easements and temporary construction easements that are necessary to accommodate road widening, utility relocations, and traffic signal improvements.

The Property to be taken for the Project is necessitated by the widening of McCall Boulevard, as part of the impacts from the Menifee Valley Project.

The Project is designed in a manner compatible with the greatest public good, in that the Project will enhance connectivity between Menifee Road and Interstate 215, as the proposed improvements will enable traffic to transition more efficiently and reduce traffic congestion through road widening and increased lane counts. In addition, the Project will also relocate and modernize certain utilities and traffic signals. This will enhance the utility of the area and help improve traffic circulation and safety. The Property is necessary for the proposed Project in order to mitigate the impacts of traffic in the area.

The environmental effects of the Project were studied and analyzed as an integral part of the environmental review for the Menifee Valley Project. The City of Menifee was the lead agency for this environmental review under the California Environmental Quality Act (CEQA).

The NOP comment period was from March 10, 2022 to April 8, 2022. On March 29, 2022, the City held a duly noticed public scoping meeting at the Menifee City Hall regarding the preparation of the EIR and provided an opportunity for members of the public to comment on the scope of environmental issues to be addressed in the EIR. The City prepared a final EIR, consisting of all the comment letters received during the 45-day public review and comment period on the draft EIR, written responses to those comments, and revisions and errata to the draft EIR.

On February 21, 2024, the City Council adopted Resolution No. 24-1397, making the findings necessary to adopt the Finding of Facts, Statement of Overriding Considerations, and a Mitigation Monitoring and Reporting Program, approve certifying the Environmental Impact Report, and directing staff to file a Notice of Determination in compliance with CEQA.

City of Menifee Staff Report
Resolution of Necessity (APNs 344-120-007 and 344-120-008) October 7, 2026

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In adopting Resolution No. 24-1397, the City Council found that the benefits of the Project outweigh the unavoidable environmental impacts and render acceptable each of the unavoidable adverse environmental impacts. These benefits, as described in the Findings of Fact and Statement of Overriding Consideration, include that the Project is consistent with and will contribute to achieving the goals and objectives established by the General Plan, will attract businesses that can expedite the delivery of essential goods to consumers and businesses in Menifee and beyond the City boundary, and will provide improved infrastructure that will enhance the quality of life for the City’s residents by linking land use, transportation, and infrastructure development.

On February 4, 2026, the City Council adopted an Addendum to the Final Environmental Impact Report for the Menifee Valley Project. The Addendum was required by the California Department of Fish and Wildlife to elaborate on and analyze record information on potential impacts to the Crotch’s bumble bee. A Notice of Determination was subsequently filed in compliance with CEQA.

The City Council has the option of either passing or refusing to pass the proposed resolution. If the resolution is passed, City Staff and Special Counsel will proceed to initiate eminent domain proceedings, which ultimately would lead to a determination of the fair market value of the property interests proposed to be taken through court proceedings. If the City Council does not pass the resolution, the City can either (i) commit to acquiring the identified right of way from the property owners only by negotiated acquisition, (ii) decide not to implement the Project, or (iii) provide alternative direction to Staff.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
There is no additional fiscal impact associated with this action. All costs associated with the eminent domain process, or any property purchase to support the Project, would be borne entirely by the developer. The developer would deposit funds with the City as the public agency exercising its legal authority to acquire private property for public use. The eminent domain proceedings are ultimately expected to lead to a determination of the fair market value of the property interests proposed to be taken. Notably, however, the City had the Property appraised for purposes of its Government Code section 7267.2 offer. The City’s independent appraisal valued the permanent easement at $805.00, and a temporary construction easement cost for a period of twelve months at $13,874.00, for a rounded total of $14,700.00, as of February 13, 2026. Additional costs would be incurred in legal fees, appraisal fees, and court costs relating to the initiation of eminent domain proceedings if the Resolution is approved and the matter proceeds to court.

ATTACHMENTS

1. Project Area Aerial

2. Resolution

3. Notice of Public Hearing

4. Offer for Acquisition by City of Menifee

RESOLUTION NO. 26-____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE,

CALIFORNIA FINDING AND DETERMINING THAT THE PUBLIC

INTEREST AND NECESSITY REQUIRE THE ACQUISITION BY EMINENT

DOMAIN OF INTERESTS IN CERTAIN REAL PROPERTY FOR PUBLIC

USE AND AUTHORIZING AND DIRECTING CONDEMNATION OF
PORTIONS OF ASSESSOR PARCEL NOS. 344-120-007 and 344-120-008 WHEREAS, the City of Menifee (“City”) has directed the widening and construction of improvements to McCall Boulevard as part of the McCall Boulevard Improvement Project (the “Project”); and
WHEREAS, McCall Boulevard is identified in the City’s General Plan, Roadway Network, as being a “Circulation Element” street, having an ultimate width of six lanes and functioning as an expressway upon its ultimate build-out; and WHEREAS, McCall Boulevard is currently a four-lane street; and WHEREAS, development in the area surrounding McCall Boulevard requires the acquisition of additional public right-of-way to accommodate the Project, which will include the widening of McCall Boulevard and the construction of improvements within the public right-of-way; and
WHEREAS, the Project will enhance connectivity between Menifee Road and the Interstate 215, as the proposed improvements will enable traffic to transition more efficiently and reduce traffic congestion through road widening and increased lane counts, in addition to the relocation and modernization of certain utilities and traffic signals, all to enhance the utility of the area and help improve traffic circulation and safety; and WHEREAS, the Project will be a transportation improvement project serving the public interest; and
WHEREAS, the Project requires the acquisition of a 2,300-square-foot permanent easement, and an 8,564-square-foot temporary construction easement with a term of 12 months (collectively, the “Subject Property Interests”) on the real property located on the north side of McCall Blvd. east of Chatham Lane and west of Antelope Road in the City of Menifee, and identified as Riverside County Assessor’s Parcel Numbers 344-120-007 and 344-120-008 (the “Property”), which is described more particularly in Section 3 below; and
WHEREAS, the City is authorized to acquire the Subject Property Interests described in Section 3 below for public use, namely for the construction of public streets, sidewalks, public utilities, drainage, and all uses necessary or convenient thereto in connection with the Project pursuant to the authority conferred upon the City to acquire property by eminent domain by article 1, section 19 of the California Constitution, California Government Code sections 37350, 37350.5, 37351, and 40404, and California Code of Civil Procedure section 1230,010 et seq. (Eminent Domain Law), including but not limited to sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.510, 1240.610, 1240.650, and by any other provisions of law; and
WHEREAS, pursuant to Code of Civil Procedure section 1245.235, the City sent a letter and notice by FedEx and first-class mail dated September 17, 2026, to the record owners of the Subject Property Interests that the City seeks to acquire, advising them of the City’s intent to consider at its October 7, 2026 meeting the adoption of a Resolution of Necessity for the acquisition by eminent domain of the Subject Property Interests in connection with the Project. The notice advised the record owners of their right to appear and be heard regarding the City’s proposed adoption of the Resolution of Necessity by filing, within 15 days of the date the notice was mailed, a written request with the City to appear at the hearing. The notice specifically informed the record owners of the Subject Property Interests that they have an opportunity to appear before the City Council and raise questions about whether the public interest and necessity require the Project; whether the Project is planned or located in a manner that will be most compatible with the greatest public good and the least private injury; and whether the Subject Property Interests the City seeks to acquire from the record owners are necessary for the Project; and
NOW, THEREFORE, the City Council of the City of Menifee, California resolves by at least a two-thirds vote of the City Council under Code of Civil Procedure sections 1240.030, 1240.040, 1245.220, 1245.230, and 1245.240, that the City does and hereby find and determine as follows:

Section 1: Incorporation of Findings and Recitals. The City Council hereby specifically finds that all of the facts set forth in the above recitals of this Resolution are true and correct, are incorporated into this Resolution by this reference, and constitute a material part of this Resolution.

Section 2: Adoption of a Resolution of Necessity. The City Council of the City of Menifee adopts Resolution No. 26-_____, A Resolution of the City Council of the City of Menifee Finding and Determining that the Public Interest and Necessity Require the Acquisition by Eminent Domain of Interests in Certain Real Property for Public Use and Authorizing and Directing Condemnation of Portions of Assessor’s Parcel Nos. 344-120- 007 and 344-120-008 (“Resolution of Necessity”). The City hereby adopts the Resolution of Necessity authorizing the acquisition by eminent domain of the Subject Property Interests, which consist of a 2,300-square-foot permanent easement and an 8,564- square-foot temporary construction easement with a term of 12 months, described more particularly in Section 3 below in connection with the proposed construction of the Project pursuant to the authority conferred upon the City of Menifee to acquire property by eminent domain by article 1, section 19 of the California Constitution, California Government Code sections 37350, 37350.5, 37351, and 40404, and California Code of Civil Procedure section 1230,010 et seq. (Eminent Domain Law), including but not limited to sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.510, 1240.610, 1240.650, and by any other provisions of law.

Section 3: Subject Property Interests. The City hereby authorizes the acquisition by eminent domain of the following Subject Property Interests on the Property, which is located at vacant land at the east of Chatham Lane and west of Antelope Road in the City of Menifee, and identified as Riverside County Assessor’s Parcel Numbers 344-120-007 and 344-120-008, for public use, namely for the construction of public streets, sidewalks, public utilities, drainage, and all uses necessary or convenient thereto in connection with the Project:
a) A 2,300-square-foot permanent easement described more particularly on Exhibit A-1 and depicted on Exhibit B-1 attached hereto and incorporated herein by this reference; and
b) An 8,564-square-foot temporary construction easement with a term of 12 months, commencing upon the provision of notice as required therein. The easement is described more particularly on Exhibit A-2 and depicted on Exhibit B-2 attached hereto and incorporated herein by this reference.

The temporary construction easement shall be nonexclusive and permit the City, its officers, agents, employees, and contractors, to enter upon, occupy, and pass over the temporary construction easement area, to facilitate construction of the Project, including the construction of street, utility, and drainage improvements in the new right of way, construction staging purposes, and storage of material and equipment on the temporary construction easement. The construction staging purposes include, but are not limited to, the use of the temporary construction easement to facilitate the movement of construction equipment for the construction of the Project, storage and assembly of equipment and materials, ingress and egress, and any related support activities to facilitate the construction of the Project.

Section 4: Environmental Review. The environmental effects of the Project were studied and analyzed as an integral part of the environmental review for the Menifee Valley Project. The City of Menifee was the lead agency for this environmental review under the California Environmental Quality Act (“CEQA”).

The City publicly noticed its decision to prepare an Environmental Impact Report (EIR) and hold a public scoping meeting for the Menifee Valley Project by noticing the California Governor’s Office of Planning and Research and distributed the Notice of Preparation (NOP) to various agencies and surrounding property owners and residents in accordance with CEQA requirements. The NOP comment period was from March 10, 2022 to April 8, 2022. On March 29, 2022, the City held a duly noticed public scoping meeting at the Menifee City Hall regarding the preparation of the EIR and provided an opportunity for members of the public to comment on the scope of environmental issues to be addressed in the EIR. The City prepared a final EIR, consisting of all the comment letters received during the 45-day public review and comment period on the draft EIR, written responses to those comments, and revisions to the draft EIR.

In adopting Resolution No. 24-1397, the City Council found that the benefits of the Project outweigh the unavoidable environmental impacts and render acceptable each of the unavoidable adverse environmental impacts. These benefits, as described in the Findings of Fact and Statement of Overriding Consideration, include that the Project is consistent with and will contribute to achieving the goals and objectives established by the General Plan, will attract businesses than can expedite the delivery of essential goods to consumers and businesses in Menifee and beyond the City boundary, and will provide improved infrastructure that will enhance the quality of life for the City’s residents by linking land use, transportation, and infrastructure development.

Section 5: The Public Interest and Necessity Require the Project. The Project, as planned and designed, is in the public interest and necessity. The Project will help to alleviate congestion, increase capacity, and improve traffic circulation and safety within the McCall Boulevard corridor.

McCall Boulevard is currently a four-lane street. The Project will enhance connectivity between Menifee Road and the Interstate 215, as the proposed improvements will enable traffic to transition more efficiently and reduce traffic congestion through road widening and increased lane counts, in addition to the relocation and modernization of certain utilities and traffic signals, all to enhance the utility of the area and help improve traffic circulation and safety. The proposed roadway improvements, utility relocations, and related improvements in connection with the Project will serve to fulfill McCall Boulevard’s designation in the City’s General Plan, Roadway Network, as being a “Circulation Element” street, having an ultimate width of six lanes and functioning as an urban arterial.

Section 6: The Project is Planned and Located in a Manner that will be Most Compatible with the Greatest Public Good and the Least Private Injury. The Project is planned and located in a manner that is most compatible with the greatest public good and the least private injury. McCall Boulevard is designated as an “Urban Arterial — 6 lanes,” one of the highest capacity roadways in the City of Menifee’s General Plan. The Project is planned and designed to construct necessary public street, public utility, drainage, and related improvements to alleviate congestion, improve safety and traffic circulation consistent with the Circulation Element of the General Plan.

The Project, as planned and located, is also planned and designed to minimize the impact on private parcels. The Subject Property Interests consist of minor acquisitions of a permanent easement and temporary construction easement that are necessary to accommodate street widening along McCall Boulevard. The Project will not require the relocation of any businesses or residents.

To the extent that the project will impact the interests of easement holders in the area of the Subject Property Interests, the public use for which the City seeks to acquire the Subject Property Interests, for the construction of public streets, sidewalks, public utilities, drainage, and all uses necessary or convenient thereto in connection with the Project is a joint and compatible use and will not unreasonably interfere with or impair the continuance of the public use to which any easement holders may have appropriated the Subject Property Interests.

To the extent that the Project will require the relocation of the interests/facilities of easement holders located in the area of the Subject Property Interests and impacted by the Project, the City’ s use of the Subject Property Interests for the Project is for a more necessary public use within the meaning of Code of Civil Procedure section 1240.650 than the uses to which said public utility easement holders have appropriated any easements located in the area of the Subject Property Interests. Accordingly, the City is authorized to acquire the Subject Property Interests pursuant to Code of Civil Procedure sections 1240.510, 1240.610, and 1240.650.

Section 7: The Subject Property Interests Described in the Resolution of Necessity are necessary for the Project. The Project cannot be constructed, as planned and designed, without the acquisition of the Subject Property Interests.

Section 8: Offer Pursuant to Government Code Section 7267.2. Pursuant to Government Code section 7267.2, the City extended a written offer dated April 8, 2026, to the record owners of the Subject Property Interests. The offer letter contained an appraisal that described the zoning, highest and best use of the larger parcel, explained the appraiser’s valuation methodology, and included the comparable sales data relied on by the appraiser. The offer letter included an eminent domain pamphlet explaining the eminent domain process and the rights of the records owners, which included an offer to pay the reasonable costs, up to $5,000, of an independent appraisal, pursuant to Code of Civil Procedure section 1263.025.

Section 9: Notice Pursuant to Code of Civil Procedure Section 1245.235. Pursuant to Code of Civil Procedure section 1245.235, the City sent a letter and a notice by FedEx and first-class mail dated September 17, 2026, to the record owners of the Subject Property Interests. The letter advised the record owners of the City’s intent to consider at its October 7, 2026, meeting, the adoption of a Resolution of Necessity for the acquisition by eminent domain of the Subject Property Interests in connection with the Project. The notice advised the record owners of their right to appear and be heard regarding the City’s proposed adoption of the Resolution of Necessity by filing, within 15 days of the date the notice was mailed, a written request with the City to appear at the hearing. The notice specifically informed the record owners of the Subject Property Interests that they have an opportunity to appear before the City Council and raise questions about whether the public interest and necessity require the Project; whether the Project is planned or located in a manner that will be most compatible with the greatest public good and the least private injury; and whether the Subject Property Interests the City seeks to acquire from the record owners are necessary for the Project.

Section 10: Findings. Based on the evidence presented at the hearing regarding the acquisition of the Subject Property Interests for the Project, including the agenda report, the documents referenced therein, and any oral or written testimony at the hearing, the City Council hereby finds and determines that:
a) The public interest and necessity require the Project; b) The Project is planned and located in a manner that will be most compatible with the greatest public good and least private injury; c) The Subject Property Interests are necessary for the Project; and d) The offer required by Government Code section 7267.2 has been made to the record owners of the Subject Property Interests that the City seeks to acquire.

Section 11: Existing Public Uses. Pursuant to Code of Civil Procedure sections 1240.510 and 1240.610, to the extent that any portion of the Subject Property Interests are already devoted to a public use, the use proposed by this Project is a more necessary public use than the use to which the Subject Property Interests, or any portion thereof, are already devoted, or, in the alternative, are a compatible public use which will not unreasonably interfere with or impair the continuance of the public use to which the Subject Property Interests, or any portions thereof, are already devoted.

Section 12: Incorporation of Agenda Report and Documents Referenced Therein.

The findings and declarations contained in this Resolution are based upon the record before the City Council, including the agenda report, and all documents referenced therein, all of which are incorporated herein by this reference, testimony, and/or comments submitted to the City by the records owners or their representative(s). These documents include, but are not limited to, the City of Menifee General Plan, Circulation Element, the offer letter sent to the record owners pursuant to Government Code sections 7267.2, the notice of the hearing to consider the Resolution of Necessity pursuant to Code of Civil Procedure section 1245.235, and environmental documents relating to the Project.

Section 13: Authorization to File Eminent Domain Proceedings. The City Attorney’s Office is authorized to take all steps necessary, including retaining outside counsel, to commence and prosecute legal proceedings in a court of competent jurisdiction to acquire the Subject Property Interests.

Section 14: City Manager Authority. The City Manager is authorized to execute all necessary documents in connection with the eminent domain proceeding.

Section 15: Certification. The City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 7th day of October 2026. ___________________________________
Ricky Estrada, Mayor
Attest:
___________________________________
Stephanie Roseen, City Clerk
Approved as to form:
___________________________________
Jeffrey T. Melching, City Attorney

PERMANENT EASEMENT
EXHIBIT “A-1”

LEGAL DESCRIPTION

Page 1 of 2 ends

Being real property in the City of Menifee, County of Riverside, State of California, more particularly described as follows:

PARCEL “A”
Being a portion of Parcels 2 and 3, of Parcel Map No. 13458, as filed in Book 70, Page 80, of Parcel Maps, in the Office of the County Recorder of said County of Riverside, State of California, lying within the Northeast One-Quarter of the Southeast One-Quarter of Section 22, Township 5 South, Range 3 West, San Bernardino Meridian, more particularly described as follows:

COMMENCING at the centerline intersection of McCall Boulevard (100.00 feet wide per Grant Deed recorded May 4, 1966, as Document No. 46921, Official Records of said County of Riverside) and Chatham Lane (69.00 feet wide per Resolution No. 2002-59 recorded January 17, 2003, as Document No. 2003-0039755 and as shown on Easement Deed recorded April 25, 2008, as Document No. 2008-0209643, both Official Records of said County of Riverside);
THENCE along the centerline of said McCall Boulevard South 88°45'50" East 164.35 feet to the intersection with the southerly prolongation of the westerly line of said Parcel 2; THENCE along the southerly prolongation of the westerly line of said Parcel 2 North 00°07'31" East 50.01 feet to a point on the northerly Right of Way Line of said McCall Boulevard as shown on said Parcel Map No. 13458, said point also being a point on the northerly line of said Document No. 46921, of Official Records of said Riverside County, said point further being the TRUE POINT OF BEGINNING;
THENCE along the westerly line of said Parcel 2 North 00°07'31" West 7.00 feet to a line

7.00 feet northerly and parallel with measured at right angles from the northerly Right of Way line of said McCall Boulevard;
THENCE along said parallel line South 88°45'50" East 328.69 feet to a point on the easterly line of said Parcel 3;
THENCE along the easterly line of said Parcel 3 South 00°07'43" East 7.00 feet to the southeast corner of said Parcel 3, said point also being a point on the aforementioned northerly Right of Way line of said McCall Boulevard;
THENCE along the aforementioned northerly Right of Way line of said McCall Boulevard North 88°45'50" West 328.69 feet to the TRUE POINT OF BEGINNING.

Containing 2,300 Square Feet, more or less. (A portion of APN: 344-120-007 & 008)

PERMANENT EASEMENT
EXHIBIT “A-1”

LEGAL DESCRIPTION

Page 2 of 2 ends

See Exhibit “B-1”, attached hereto and by this reference made a part hereof.

Date:

Robert N. Beuschlein, LS 7874
SEPTEMBER 14, 2026
No. 7874

S T A T E O F CA L I F ORN I A

L ICENSED LAND SURVEYOR
R O
B E R T N . B E U S C H L E I N

HUNSAKER E
N
W
S
OWNERSHIP:
#
NOTES:
2 SEPTEMBER 14, 2026

HUNSAKER E
N
W
S
NOTES: (SEE SHEET 1)
LINE DATA (SEE SHEET 1)
EASEMENT NOTES:

BASIS OF BEARINGS:

NOTES:

LEGEND:

TEMPORARY CONSTRUCTION EASEMENT
EXHIBIT “A-2”

LEGAL DESCRIPTION

Page 1 of 2 ends

Being real property in the City of Menifee, County of Riverside, State of California, more particularly described as follows:

COMMENCING at the centerline intersection of McCall Boulevard (100.00 feet wide per Grant Deed recorded May 4, 1966, as Document No. 46921, Official Records of said County of Riverside) and Chatham Lane (69.00 feet wide per Resolution No. 2002-59 recorded January 17, 2003, as Document No. 2003-0039755 and as shown on Easement Deed recorded April 25, 2008, as Document No. 2008-0209643, both Official Records of said County of Riverside);
THENCE along the centerline of said McCall Boulevard South 88°45'50" East 164.35 feet to the intersection with the southerly prolongation of the westerly line of said Parcel 2; THENCE along the southerly prolongation of the westerly line and the westerly line of said Parcel 2 North 00°07'31" East 57.01 feet to a line 7.00 feet northerly and parallel to the northerly Right of Way Line of said McCall Boulevard as shown on said Parcel Map No. 13458, said northerly Right of Way line being described in said Document No. 46921, said point further being the TRUE POINT OF BEGINNING;
THENCE along the westerly line of said Parcel 2 North 00°07'31" West 26.68 feet; THENCE departing the westerly line of said Parcel 2 South 88°32'50" East 328.72 feet to a point on the easterly line of said Parcel 3;
THENCE along the easterly line of said Parcel 3 South 00°07'43" East 25.44 feet to a point on the aforementioned parallel line 7.00 feet northerly to the northerly Right of Way Line of said McCall Boulevard;
THENCE along said parallel line North 88°45'50" West 328.69 feet to the TRUE POINT OF BEGINNING.

Containing 8,564 Square Feet, more or less. (A portion of APN: 344-120-007 & 008)

TEMPORARY CONSTRUCTION EASEMENT
EXHIBIT “A-2”

LEGAL DESCRIPTION

Page 2 of 2 ends

See Exhibit “B-2”, attached hereto and by this reference made a part hereof.

Date:

Robert N. Beuschlein, LS 7874
SEPTEMBER 14, 2026
No. 7874 S T A T E O F CA L I F ORN I AL ICENSED LAND SURVEYORR O B E R T N . B E U S C H L E I N

HUNSAKER E N W S
OWNERSHIP: #
NOTES: 2
SEPTEMBER 14, 2026

HUNSAKER E
N
W
S
NOTES: (SEE SHEET 1)
LINE DATA (SEE SHEET 1)
NOTES:

LEGEND:

EASEMENT NOTES:

BASIS OF BEARINGS:

VIA FEDEX AND FIRST-CLASS MAIL
September 17, 2026
KOI Holdings & Investments, LLC
7 Via Del Cielo
Palos Verdes Estates, CA 90275
Re: NOTICE OF INTENT TO ADOPT A RESOLUTION OF NECESSITY FOR ACQUISITION OF CERTAIN REAL PROPERTY INTERESTS OF VACANT LANDLOCATED ON THE NORTH SIDE OF MCCALL BLVD., EAST OF CHATHAM LANE AND WEST OF ANTELOPE ROAD, MENIFEE, CA (APN: 344-120-007 and 344-120-008)
Dear KOI Holdings & Investments, LLC:

This notice is sent to you under the requirements of Code of Civil Procedure section 1245.235. This notice concerns the real property located on the north side of McCall Boulevard, east of Chatham Lane and west of Antelope Road, Menifee, CA, identified as Assessor’s Parcel Numbers 344-120- 007 and 344-120-008. The City of Menifee has been investigating the acquisition of certain portions of real property for the construction of the McCall Boulevard Improvement Project (“Project”). This notice is to advise you that the City Council of the City of Menifee will be asked to consider passage of a resolution of necessity, declaring that the public interest and necessity require acquisition of certain portions of the property described above, and authorizing the use of eminent domain to acquire such interests.

The interests sought to be acquired are an approximate 2,300 square foot permanent easement, as more particularly described in Exhibit “A-1” and depicted on Exhibit “B-1” hereto. In addition, the City seeks a temporary construction easement of twelve (12) months over approximately 8,564 square feet of the property, as legally described in Exhibit “A-2” and as depicted on Exhibit “B-2” hereto. The scope and nature of the above-referenced easements are described in the draft Resolution of Necessity, a copy of which is attached as Exhibit “C” hereto.

Page 2 ends

California Code of Civil Procedure section 1240.030 provides that the power of eminent domain may be exercised to acquire property for a proposed public project if the following conditions are established:

A. The public interest and necessity requires the Project.

B. The Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury.

C. The property that is sought to be acquired is necessary for the Project.

D. The offer required by Section 7267.2 of the Government Code has been made to the owner of record.

E. Whether the City has met all other procedural requirements for the exercise of eminent domain.

This notice is sent to inform you that the City Council of the City of Menifee will be asked to decide if the above conditions are met concerning the City’s acquisition of the above-referenced property, and whether the City has complied with all other procedural requirements for utilizing the power of eminent domain to acquire the property.

The City Council will also be asked to make a finding that the environmental impacts associated with the Project have been adequately reviewed under applicable environmental review procedures in accordance with the California Environmental Quality Act and that no further environmental review is necessary. You may also appear and comment on that finding at the hearing. If you would like a copy of the environmental documents for this Project, please contact the Menifee City Clerk located at City Hall during regular business hours, at the address noted on

Page 1 ends

This meeting, at which the proposed resolution of necessity will be considered, will be held at or about 6:00 pm on October 7, 2026, in the City Council Chambers located at City Hall, 29844 Haun Road, Menifee, CA 92586.

If these conditions are met, the City Council will be asked to adopt a resolution of necessity which is a prerequisite for the City’s initiation of eminent domain proceedings to acquire property.

Please be advised that you are entitled to appear and be heard on any of the matters encompassed within the resolution, specifically those matters listed above, and whether the City has met all legal prerequisites to the exercise of eminent domain to acquire the property interests proposed. Please take notice that if you wish to legally challenge any action taken by the adoption of the resolution of necessity, or any of the matters listed herein, you may be limited in court to raising only those issues raised at the resolution of necessity hearing, or in written correspondence delivered to the City at, or prior to, the hearing on the matter.

PERMANENT EASEMENT
EXHIBIT “A-1”

LEGAL DESCRIPTION

Page 1 of 2 ends

Being real property in the City of Menifee, County of Riverside, State of California, more particularly described as follows:

Containing 2,300 Square Feet, more or less. (A portion of APN: 344-120-007 & 008)

PERMANENT EASEMENT
EXHIBIT “A-1”

LEGAL DESCRIPTION

Page 2 of 2 ends

See Exhibit “B-1”, attached hereto and by this reference made a part hereof.

Date:

Robert N. Beuschlein, LS 7874
SEPTEMBER 14, 2026
No. 7874

S T A T E O F CA L I F ORN I A

L ICENSED LAND SURVEYOR
R O
B E R T N . B E U S C H L E I N

HUNSAKER E
N
W
S
OWNERSHIP:
#
NOTES:
2 SEPTEMBER 14, 2026

HUNSAKER E
N
W
S
NOTES: (SEE SHEET 1)
LINE DATA (SEE SHEET 1)
EASEMENT NOTES:

BASIS OF BEARINGS:

NOTES:

LEGEND:

TEMPORARY CONSTRUCTION EASEMENT
EXHIBIT “A-2”

LEGAL DESCRIPTION

Page 1 of 2 ends

Being real property in the City of Menifee, County of Riverside, State of California, more particularly described as follows:

COMMENCING at the centerline intersection of McCall Boulevard (100.00 feet wide per Grant Deed recorded May 4, 1966, as Document No. 46921, Official Records of said County of Riverside) and Chatham Lane (69.00 feet wide per Resolution No. 2002-59 recorded January 17, 2003, as Document No. 2003-0039755 and as shown on Easement Deed recorded April 25, 2008, as Document No. 2008-0209643, both Official Records of said County of Riverside);
THENCE along the centerline of said McCall Boulevard South 88°45'50" East 164.35 feet to the intersection with the southerly prolongation of the westerly line of said Parcel 2; THENCE along the southerly prolongation of the westerly line and the westerly line of said Parcel 2 North 00°07'31" East 57.01 feet to a line 7.00 feet northerly and parallel to the northerly Right of Way Line of said McCall Boulevard as shown on said Parcel Map No. 13458, said northerly Right of Way line being described in said Document No. 46921, said point further being the TRUE POINT OF BEGINNING;
THENCE along the westerly line of said Parcel 2 North 00°07'31" West 26.68 feet; THENCE departing the westerly line of said Parcel 2 South 88°32'50" East 328.72 feet to a point on the easterly line of said Parcel 3;
THENCE along the easterly line of said Parcel 3 South 00°07'43" East 25.44 feet to a point on the aforementioned parallel line 7.00 feet northerly to the northerly Right of Way Line of said McCall Boulevard;
THENCE along said parallel line North 88°45'50" West 328.69 feet to the TRUE POINT OF BEGINNING.

Containing 8,564 Square Feet, more or less. (A portion of APN: 344-120-007 & 008)

TEMPORARY CONSTRUCTION EASEMENT
EXHIBIT “A-2”

LEGAL DESCRIPTION

Page 2 of 2 ends

See Exhibit “B-2”, attached hereto and by this reference made a part hereof.

Date:

Robert N. Beuschlein, LS 7874
SEPTEMBER 14, 2026
No. 7874 S T A T E O F CA L I F ORN I AL ICENSED LAND SURVEYORR O B E R T N . B E U S C H L E I N

HUNSAKER E N W S
OWNERSHIP: #
NOTES: 2
SEPTEMBER 14, 2026

HUNSAKER E
N
W
S
NOTES: (SEE SHEET 1)
LINE DATA (SEE SHEET 1)
NOTES:

LEGEND:

EASEMENT NOTES:

BASIS OF BEARINGS:

RESOLUTION NO. 26-____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE

FINDING AND DETERMINING THAT THE PUBLIC INTEREST AND

NECESSITY REQUIRE THE ACQUISITION BY EMINENT DOMAIN OF

INTERESTS IN CERTAIN REAL PROPERTY FOR PUBLIC USE AND

AUTHORIZING AND DIRECTING CONDEMNATION OF PORTIONS OF
ASSESSOR PARCEL NOS. 344-120-007 and 344-120-008
WHEREAS, the City of Menifee (“City”) has directed the widening and construction of improvements to McCall Boulevard as part of the McCall Boulevard Improvement Project (the “Project”); and
WHEREAS, McCall Boulevard is identified in the City’s General Plan, Roadway Network, as being a “Circulation Element” street, having an ultimate width of six lanes and functioning as an expressway upon its ultimate build-out; and WHEREAS, McCall Boulevard is currently a four-lane street; and WHEREAS, development in the area surrounding McCall Boulevard requires the acquisition of additional public right-of-way to accommodate the Project, which will include the widening of McCall Boulevard and the construction of improvements within the public right-of-way; and
WHEREAS, the Project will enhance connectivity between Menifee Road and the Interstate 215, as the proposed improvements will enable traffic to transition more efficiently and reduce traffic congestion through road widening and increased lane counts, in addition to the relocation and modernization of certain utilities and traffic signals, all to enhance the utility of the area and help improve traffic circulation and safety; and WHEREAS, the Project will be a transportation improvement project serving the public interest; and
WHEREAS, the Project requires the acquisition of a 2,300-square-foot permanent easement, and an 8,564-square-foot temporary construction easement with a term of 12 months (collectively, the “Subject Property Interests”) on the real property located on the north side of McCall Blvd. east of Chatham Lane and west of Antelope Road in the City of Menifee, and identified as Riverside County Assessor’s Parcel Numbers 344-120-007 and 344-120-008 (the “Property”), which is described more particularly in Section 3 below; and
WHEREAS, the City is authorized to acquire the Subject Property Interests described in Section 3 below for public use, namely for the construction of public streets, sidewalks, public utilities, drainage, and all uses necessary or convenient thereto in connection with the Project pursuant to the authority conferred upon the City to acquire property by eminent domain by article 1, section 19 of the California Constitution, California Government Code sections 37350, 37350.5, 37351, and 40404, and California Code of Civil Procedure section 1230,010 et seq. (Eminent Domain Law), including but not limited to sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.510, 1240.610, 1240.650, and by any other provisions of law; and
WHEREAS, pursuant to Code of Civil Procedure section 1245.235, the City sent a letter and notice by FedEx and first-class mail dated September 17, 2026, to the record owners of the Subject Property Interests that the City seeks to acquire, advising them of the City’s intent to consider at its October 7, 2026 meeting the adoption of a Resolution of Necessity for the acquisition by eminent domain of the Subject Property Interests in connection with the Project. The notice advised the record owners of their right to appear and be heard regarding the City’s proposed adoption of the Resolution of Necessity by filing, within 15 days of the date the notice was mailed, a written request with the City to appear at the hearing. The notice specifically informed the record owners of the Subject Property Interests that they have an opportunity to appear before the City Council and raise questions about whether the public interest and necessity require the Project; whether the Project is planned or located in a manner that will be most compatible with the greatest public good and the least private injury; and whether the Subject Property Interests the City seeks to acquire from the record owners are necessary for the Project; and
NOW, THEREFORE, the City Council of the City of Menifee resolves by at least a two-thirds vote of the City Council under Code of Civil Procedure sections 1240.030, 1240.040, 1245.220, 1245.230, and 1245.240, that the City does and hereby find and determine as follows:

In adopting Resolution No. 24-1397, the City Council found that the benefits of the Project outweigh the unavoidable environmental impacts and render acceptable each of the unavoidable adverse environmental impacts. These benefits, as described in the Findings of Fact and Statement of Overriding Consideration, include that the Project is consistent with and will contribute to achieving the goals and objectives established by the General Plan, will attract businesses than can expedite the delivery of essential goods to consumers and businesses in Menifee and beyond the City boundary, and will provide improved infrastructure that will enhance the quality of life for the City’s residents by linking land use, transportation, and infrastructure development.

Section 12: Incorporation of Agenda Report and Documents Referenced Therein.

Section 14: City Manager Authority. The City Manager is authorized to execute all necessary documents in connection with the eminent domain proceeding.

Section 15: Certification. The City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 7th day of October 2026 by the following votes:

AYES:

NOES:

ABSENT:
___________________________________
Ricky Estrada, Mayor
Attest:
___________________________________
Stephanie Roseen, City Clerk
Approved as to form:
___________________________________
Jeffrey T. Melching, City Attorney
March 31, 2026
KOI Holdings & Investments, LLC
7 Via Del Cielo
Palos Verdes Estates, CA 90275
Re: McCall Boulevard Improvement Project
McCall Boulevard (east of Chatham Lane & west of Antelope Road) Menifee, CA 92585
Assessor Parcel No. 344-120-007 and 344-120-008
Dear KOI Holdings & Investments, LLC,
Brookfield Properties (“Brookfield”), in cooperation with the City of Menifee, is proceeding to widen McCall Boulevard in the City of Menifee, which will be known as the McCall Boulevard Improvement Project (the "Project"). The project proposes to enhance connectivity between Menifee Rd and the Interstate 215. The improvements would enable traffic to transition more efficiently and reduce traffic congestion through road widening and increased lane counts. The project will also relocate and modernize certain utilities and traffic signals.

Brookfield has determined that the Project may require the acquisition of certain property interests in the property located at McCall Boulevard (east of Chatham Lane & west of Antelope Road), Menifee, CA 92585 and identified as Riverside County Assessor Parcel Numbers 344-120-007 and 344-120-008 (the “Property”). A review of public records indicates that you are the owner of record of the Property.

Brookfield is interested in negotiating the purchase of a 2,300 square foot permanent easement acquisition and an 8,564 square foot temporary construction easement for a term of twelve (12) months (collectively the “Property Interests”) in your Property. The Property Interests are described and depicted in the enclosed legal descriptions and plat maps. Brookfield hereby offers you the amount of FOURTEEN THOUSAND SEVEN HUNDRED DOLLARS ($14,700.00) for the Property Interests.

Brookfield has retained Monument ROW ("Monument") to contact the property owners to negotiate the acquisition of the necessary rights for the Project and has authorized Monument to make this offer to you.

Brookfield has determined that the amount of just compensation for the Property Interests is the sum of FOURTEEN THOUSAND SEVEN HUNDRED DOLLARS ($14,700.00). Brookfield’s offer is the full amount that Brookfield determined to be the fair market value of the Property Interests. The basis for that determination is explained in the enclosed appraisal report prepared by Adam Bogorad, Monument, a qualified real estate appraiser, dated March 25, 2026.

If you wish to accept this offer, please sign the Statement of Interest below and upon receipt of the below Statement you will be provided with the finalized Purchase and Sale Agreement and Deeds. If you have any questions or wish to discuss this matter further, please feel free to reach out to your designated Monument Agent, Merhawit Hagos at (949)848-2546.

Sincerely,
Kim Bibolet, Project Manager
On behalf of Brookfield Properties and the City of Menifee Cc: Colin Koch
Enclosures:

Agreement of Purchase and Sale
o Grant of Easement Deed, Legal Description and Plat Map o TCE Deed, Legal Description and Plat Map
Appraisal Report
*Acquisition Brochure
* Our hope is to work collaboratively toward a voluntary resolution. However, if we are unable to reach an agreement through negotiations, the matter would need to be referred to the City for consideration of next steps, which could include the use of eminent domain.

STATEMENT OF INTEREST
I intend on entering into a Purchase and Sale Agreement with Brookfield in the amount of $14,700 for the acquisition of the Property Interests.

The signed counterparts of this Statement of Interest may be executed and delivered electronically by portable document format (PDF) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received.

SELLER:

KOI HOLDINGS & INVESTMENTS, LLC, a California limited liability company Name: ________________________________ Date: _______________ Name: ________________________________ Date: _______________ Please RETURN the signed Statement of Interest to Monument as follows:

Electronically:

By e-mail to: [email protected]
Or by mail to:

Merhawit Hagos
Monument
200 Spectrum Center, Suite 300
Irvine, CA 92618
1 63983852.v1

AGREEMENT OF PURCHASE AND SALE AND

JOINT ESCROW INSTRUCTIONS
This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (“Agreement”) is made and entered into by and between KOI HOLDINGS & INVESTMENTS, LLC, a California limited liability company (“Seller”) and MINOR RANCH LLC, a California limited liability company (“Buyer” or “Developer”). Buyer and Seller are sometimes individually referred to herein as “Party” and collectively as “Parties.” The Parties hereto have executed this Agreement on the dates set forth below next to their respective signatures. The Agreement is effective on the date it is fully executed by the Parties (“Effective Date”).

RECITALS
A. Seller is the owner in fee simple of certain real property commonly known as McCall Boulevard (east of Chatham Lane & west of Antelope Road), Menifee, CA 92585 in the City of Menifee, County of Riverside, State of California, designated as Assessor Parcel Number 344-120-007 and 344-120-008 and more particularly described in EXHIBIT 1 attached hereto and incorporated herein by this reference (“Property”).

B. Seller desires to sell, and Buyer desires to purchase, a permanent public street easement and temporary construction easement encumbering the Property, on and subject to the terms set forth in this Agreement.

C. The parties hereby acknowledge and agree that the interests in the Property are being acquired by Buyer for public use and are necessary for the construction, operation, and/or maintenance of the right of way of McCall Improvement Boulevard Project (the “Project”).

NOW, THEREFORE, in consideration of the foregoing facts and circumstances, the covenants, agreements, representations and/or warranties contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the Parties, the Parties hereto do hereby agree as follows:

TERMS/AGREEMENT

1. PURCHASE AND SALE.

1.1. Permanent Easement and Temporary Construction Easement. Seller agrees to sell the Permanent Easement and Temporary Construction Easement upon and subject to the terms and conditions set forth herein.

1.1.1. Street Easement. A permanent public street easement (“Permanent Easement”) in favor of the City of Menifee (the “City”) in that certain portion of the Property consisting of approximately 2,300 square feet (“Permanent Easement Area”) and, subject to Section 4.3 hereof, more fully described and depicted in EXHIBIT A and EXHIBIT B to the Grant of Permanent Easement attached hereto as EXHIBIT 2 and incorporated herein by reference (hereinafter referred to as “Grant of Easement”), including, without limitation, any and all improvements located thereon. The Permanent Easement is for a public use, namely for public 2 63983852.v1
street, public utility, and drainage purposes, and all appurtenant uses necessary or convenient thereto.

1.1.2. Temporary Construction Easement. A temporary and nonexclusive construction easement (hereinafter referred to as the “Temporary Construction Easement”) in favor of Buyer pursuant to a Grant of Temporary Construction Easement Agreement (hereinafter referred to as the “TCE Grant”), over, above, on, under, in, across, along and through that certain portion of the Property, subject to Section 4.3 hereof, as more fully described and depicted in EXHIBIT A and EXHIBIT B to the TCE Grant attached hereto as EXHIBIT 3 and incorporated herein by this reference (hereinafter referred to as the “Temporary Construction Easement Area”). Buyer intends use of the Temporary Construction Easement to facilitate the construction of the Project. The term of the Temporary Construction Easement shall be for a period of twelve (12) months, unless sooner terminated or as may be extended by the Parties.

1.2. Purchase Price. The total purchase price for the Permanent Easement and Temporary Construction Easement is FOURTEEN THOUSAND SEVEN HUNDRED DOLLARS ($14,700.00) (as the same may be adjusted pursuant to Section 4.3, the “Purchase Price”). The payment of the Purchase Price includes, without limitation, payment for any and all improvements on or to the Permanent Easement Area and the Temporary Construction Easement Area, and, therefore, may be removed and disposed of, without the obligation to replace or pay consideration in addition to that set forth in this Section 1.2.

1.3. Payment of Purchase Price. At the Closing (defined below), Buyer shall pay to Seller through Escrow (also defined below) the Purchase Price, payable in cash, by cashier's or certified check or by wire transfer.

1.4. Temporary Construction Easement. Seller agrees that, at or prior to the expiration of the Temporary Construction Easement, Buyer has the option to extend the term of such easement as to the Temporary Construction Easement Area or any portion thereof, on a month-to-month (or longer) basis, for up to an additional twelve (12) months. Buyer shall provide Seller with the written notice of its intent to extend the term of the Temporary Construction Easement at least seven (7) days prior to the expiration of the initial term of the Temporary Construction Easement.

2. ESCROW.

2.1. Opening of Escrow. Within ten (10) business days following the Effective Date, Seller and Buyer shall open an escrow (“Escrow”) for the conveyance of the Permanent Easement and Temporary Construction Easement with First American Title Insurance Company, 18500 Von Karman Ave., Suite 600, Irvine, California 92612, Attn: Wendy Mendoza (“Escrow Holder”). For purposes of this Agreement, the Escrow shall be deemed open on the first date after the Effective Date that Escrow Holder shall have received a fully executed copy of this Agreement from Seller and Buyer (“Opening of Escrow”). Escrow Holder shall notify Buyer and Seller, in writing, of the date Escrow is opened (“Opening Date”).

2.2. Escrow Instructions. This Agreement constitutes the joint basic escrow instructions of Buyer and Seller for conveyance of the Permanent Easement and Temporary 3 63983852.v1
Construction Easement. Either an original or a copy of this Agreement, fully executed by the Parties, shall be delivered to Escrow Holder upon the Opening of Escrow. Buyer and Seller shall execute, deliver and be bound by any reasonable and customary supplemental or additional escrow instructions of Escrow Holder (“Additional Instructions”) or other instruments as may be reasonably required by Escrow Holder in order to consummate the transaction contemplated by this Agreement. However, any such Additional Instructions shall not conflict with, amend or supersede any portions of this Agreement unless expressly consented or agreed to in writing by both Seller and Buyer. In the event of any conflict or any inconsistency between this Agreement and such Additional Instructions, this Agreement shall govern and control unless otherwise specifically agreed to in writing by the Parties.

2.3. Close of Escrow. For purposes of this Agreement, “Closing” means the closing or close of Escrow by the recordation in the Official Records of Riverside County, California, of the Grant of Easement and TCE Grant, as well as the disbursement of funds and distribution of any other documents by Escrow Holder, all as described in this Agreement. Subject to the satisfaction of the conditions precedent below, the Closing shall occur on a date mutually agreeable to the parties in writing (the “Closing Date”).

2.4. Costs of Escrow. Buyer agrees to pay: (a) the reasonable and customary costs of any Title Policy (defined below), (b) any recording fees for recording of the TCE Grant, and (c) the Escrow fees and any notary fees attributable to the conveyance of the Permanent Easement and Temporary Construction Easement. Buyer shall also pay the additional costs, if applicable, associated with any title endorsements requested by Buyer. Escrow Holder shall endeavor to provide an estimated Closing costs statement to Buyer and Seller at least three (3) days prior to the Closing Date.

2.5. Buyer’s Conditions Precedent to Close of Escrow. The Closing, and Buyer’s obligation to acquire the Permanent Easement and the Temporary Construction Easement as well as pay the Purchase Price is subject to the satisfaction of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions; provided, however, that the occurrence of the Closing shall not waive or release any breach of or failure to perform under this Agreement by Seller not actually known to Buyer on or prior to the Closing Date):

2.5.1. Seller shall have completed in a timely fashion all of Seller’s obligations which are to be completed prior to the Closing as provided in this Agreement and tendered into Escrow all documents required of Seller pursuant to this Agreement.

2.5.2. Escrow Holder shall have received an irrevocable commitment from the Title Company to issue any Title Policy required pursuant to this Agreement, subject only to the Permitted Exceptions, as set forth in more detail in Article 3 below.

2.5.3. All representations and warranties of Seller hereunder shall be true and correct as of the Effective Date and as of the Closing.

2.5.4. All property taxes and assessments attributable to the Property to the date of Closing shall have been paid by Seller before delinquency and shall be current as of the 4 63983852.v1
Closing; provided, however, that, to the extent the same are available, the Purchase Price proceeds may be used to make such payments.

2.5.5. Buyer shall have approved Escrow Holder’s estimated Closing costs statement, such approval shall not be unreasonably withheld, conditioned or delayed.

2.5.6. Buyer shall have determined that the Permanent Easement Area and Temporary Construction Easement Area are suitable for Buyer’s intended use and development of the Project, as set forth in more detail in Article 4 below.

2.6. Seller’s Conditions Precedent to Close of Escrow. The Closing and Seller’s obligation to convey the Permanent Easement and Temporary Construction Easement are subject to the satisfaction of the following conditions for Seller’s benefit (or Seller’s waiver thereof, it being agreed that Seller may waive any or all of such conditions) on or prior to the Closing Date:

2.6.1. Buyer shall have tendered into Escrow all payments and documents required of it pursuant to this Agreement.

2.6.2. Buyer shall have completed in a timely fashion all of its obligations which are to be completed prior to the Closing as provided in this Agreement.

2.6.3. Seller shall have approved Escrow Holder’s estimated Closing costs statement.

2.7. Buyer’s Payments and Documents. Not less than one (1) business day prior to Closing, Buyer shall pay or tender (as applicable) to Escrow Holder the following-described funds and documents (in recordable form, as necessary or appropriate):

2.7.1. The Purchase Price.

2.7.2. Funds required to pay the Escrow fees, recording fees and notary fees attributable to the conveyance of the Property as well as the costs of any Title Policy, and the additional costs, if applicable, associated with any title endorsements requested by Buyer payable by Buyer pursuant to Section 2.4 of this Agreement.

2.7.3. Funds required to pay any additional reasonable charges customarily charged to buyers in accordance with common escrow practices in Riverside County.

2.7.4. Certificate from City of Menifee accepting the Grant of Easement and consenting to recording of same.

2.7.5. Such other documents and funds required of Buyer under this Agreement and, to the extent reasonable, customary or usual, by Escrow Holder in the performance of its contractual or statutory obligations.

2.8. Seller’s Payments and Documents. No less than one (1) business day prior to Closing, Seller shall pay or tender (as applicable) to Escrow Holder the following-described funds and documents (in recordable form, as necessary or appropriate):
5 63983852.v1

2.8.1. The fully-executed and acknowledged Grant of Easement and TCE Grant.

2.8.2. A FIRPTA (Foreign Investment in Real Property Tax Act) Certificate/Non-Foreign Status Affidavit complying with Federal laws, rules and requirements and an appropriate California Form 593 (for example, Form 593-C).

2.8.3. Such other documents and funds required of Seller under this Agreement and, to the extent reasonable, customary or usual, by Escrow Holder in the performance of its contractual or statutory obligations, including, without limitation, such instruments as are required in connection with the issuance of any Title Policy, such as a seller’s statement, owner’s affidavit, gap indemnity and the like.

2.9. Escrow Holder Responsibilities. Upon the Closing, Escrow Holder is authorized and instructed to:

2.9.1. Pay, and charge Buyer and/or Seller, as appropriate, for any fees, charges and costs payable under this Agreement, including, but not limited to, Sections 2.7 and

2.8 above. Before such payments or charges are made, Escrow Holder shall notify Buyer and Seller of the fees, charges and costs necessary to clear title and proceed with Closing.

2.9.2. Record the Grant of Easement and TCE Grant, as well as any other instruments, as appropriate, delivered through Escrow.

2.9.3. Disburse such other funds and deliver such other documents to the Party or Parties entitled thereto.

2.9.4. Cause any Title Policy to be issued.

2.10. Notices. All communications from Escrow Holder to either Buyer or Seller shall be directed to the addresses and in the manner established in Section 8.1 below for notices, demands and communications between Buyer and Seller.

3. TITLE.

3.1. Condition of Title; Title Policy. It is a condition to the Closing for Buyer's benefit that the Permanent Easement Area and Temporary Construction Easement Area be subject only to the Permitted Exceptions and that the Grant of Easement and TCE Grant each be superior to any lien or encumbrance which, through foreclosure or other enforcement, could cause the easements to be wiped out as a junior encumbrance. At and as a condition to Closing, First American Title Insurance Company (the “Title Company”) shall be prepared to issue to Buyer, upon Closing, a policy of title insurance (whether a CLTA, ALTA or ALTA extended coverage policy, as determined by Buyer, the “Title Policy”) in an amount equal to the Purchase Price, showing the Permanent Easement Area and Temporary Construction Easement Area subject only to the Permitted Exceptions and the Grant of Easement and the TCE Grant, including the easements granted thereunder, as senior to any monetary lien or encumbrance which, through foreclosure or other enforcement, could cause the Grant of Easement and/or the TCE Grant, including the easements granted thereunder, to be wiped out. Escrow Holder shall cause Title Company to issue the Title Policy to Buyer upon the occurrence of the Closing. 6 63983852.v1

3.2. Permitted Exceptions. The term “Permitted Exceptions” as used herein shall mean the following conditions and exceptions to title or possession:

3.2.1. A lien to secure payment of general and special real property taxes and assessments, not delinquent.

3.2.2. A lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code accruing on or after the Closing; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, Seller shall be responsible and liable for all taxes that relate to any period prior to the Closing, including, without limitation, supplemental taxes which are not assessed or charged and/or which do not become due or owing until after the Closing.

3.2.3. Matters affecting the condition of title created by or with the consent of Buyer.

3.2.4. Other exceptions to title disclosed by the Title Report (as defined in Section 3.3 below) which have been approved in writing by Buyer and City prior to the Closing.

3.2.5. Any other exceptions to title which are or will become subordinate to the Grant of Easement and/or the TCE Grant as reflected in the Title Policy pursuant to subordination agreements acceptable to Buyer and the Title Company.

3.3. Title Report. Buyer shall endeavor to obtain and provide to Seller, within fifteen (15) calendar days following the Opening of Escrow or as soon as reasonably possible thereafter, a standard preliminary report from the Title Company, together with copies of the underlying documents relating to the Schedule B exceptions set forth in such report (collectively, the “Title Report”).

4. SUITABILITY AND CONDITION OF PROPERTY.

4.1. Determination of Suitability and Approval of Environmental and Other Conditions. Prior to the Closing Date, Buyer shall determine whether the Permanent Easement Area and Temporary Construction Easement Area are suitable and Buyer shall provide to Seller and Escrow Holder written notice of such determination; provided, however, that any failure of Buyer to provide notice shall be deemed approval. In the event Buyer determines that the Permanent Easement Area and Temporary Construction Easement Area are suitable, such determination shall not alter or diminish Seller’s covenants, agreements, representations and/or warranties made herein or under law, unless a representation or warranty is expressly and specifically waived in writing in whole or in part by Buyer. In the event Buyer determines that the Permanent Easement Area and Temporary Construction Easement Area are, or any of them is, not suitable, then Buyer may terminate this Agreement as provided in Section 6.1 below.

4.2. Inspections, Testing and Right of Entry. Prior to Closing, Buyer may conduct, at Buyer’s option and at Buyer’s sole expense, such inspections and testing of the Permanent Easement Area and/or Temporary Construction Easement Area, including, without limitation, any improvements thereon, as Buyer may desire or deem appropriate, in Buyer’s sole discretion, to determine the suitability of the Permanent Easement Area and Temporary 7 63983852.v1
Construction Easement Area for each area’s intended use. Buyer shall perform such inspections and testing in a reasonably safe manner; such inspections and testing shall comply with all applicable laws, rules and regulations; and Buyer shall repair any physical damage to the Property resulting directly or indirectly from any such inspections or testing. In the event the Permanent Easement Area and/or Temporary Construction Easement Area is occupied by any person(s) other than Seller, Seller shall make arrangements with such person(s) to ensure access by Buyer, including, without limitation, Buyer’s Representatives, in order to conduct the inspections and testing pursuant to this Section 4.2.

4.3. Adjustment of Easement Areas. At any time prior to the Closing Date, Buyer reserves the right to reasonably alter the Permanent Easement Area and/or the Temporary Construction Easement Area (together, the “Easement Areas”) by delivering written notice to the Seller and the Escrow Holder (the “Easement Adjustment Notice”) containing (a) a revised EXHIBIT A and EXHIBIT B to the Grant of Easement (if applicable); (b) a revised EXHIBIT A and EXHIBIT B to the TCE Grant (if applicable); and (c) a statement showing the updated square footage for each of the Easement Areas.

5. SELLER’S ACKNOWLEDGMENT AND GENERAL RELEASE.

5.1. Full Satisfaction. Seller acknowledges that, in accordance with applicable provisions of California law, Seller may be entitled to the payment of relocation expenses, payments for loss of goodwill, inverse condemnation, unlawful pre-condemnation conduct, and other benefits and reimbursements other than and/or in addition to those expressly provided for in this Agreement (collectively, “Benefits”) in connection with Buyer’s acquisition of the Permanent Easement Area for the benefit of the City and the use of the Temporary Construction Easement Area as well as the other matters covered herein. Seller acknowledges and agrees that payment and receipt of the Purchase Price includes, without limitation, full payment of, for and with respect to the Benefits, including, without limitation, just compensation, lease bonus value, business goodwill, furniture, fixtures and equipment, pre condemnation damages, claims of inverse condemnation, attorneys’ fees, costs, interest, and any and all other damages in complete settlement of all claims, causes of action and demands of Seller against Buyer and City because of Buyer’s purchase of the Permanent Easement for the benefit of the City and Buyer’s use of the Temporary Construction Easement in connection with the Project and for any and all claims arising from or relating to the purchase and sale which is the subject of this Agreement. Consistent with the foregoing as well as Section 9.2 below, Seller, on behalf of itself and its heirs, executors, administrators, successors and assigns, acknowledges that Buyer’s performance under this Agreement constitutes full and complete satisfaction of Buyer’s obligations to Seller in connection with the acquisition of the Permanent Easement Area for the benefit of the City and use of the Temporary Construction Easement Area in connection with the Project.

5.2. Waivers and Releases. Seller hereby waives, to the maximum legal extent, any and all claims, demands, remedies and causes of action for damages, liabilities, losses, injuries, costs and/or expenses, including attorneys’ fees, arising out of, resulting from or related to Buyer's acquisition of the Permanent Easement Area for the benefit of the City and Temporary Construction Easement Area, whether known or unknown, foreseeable or unforeseeable, including, without limitation, construction and/or operation of the Project. The Parties hereto agree that this Agreement is a settlement of claims in order to avoid litigation and shall not, in any manner, be construed as an admission of the fair market value of the Permanent Easement Area 8 63983852.v1
and/or Temporary Construction Easement Area, or of any liability by any Party. Seller on behalf of Seller as well as Seller’s heirs, executors, administrators, successors and assigns, hereby fully releases Buyer and City, its or their successors, assigns and Representatives, and all other persons and entities, known and unknown, from any and all claims and causes of action by reason of any damage which has been sustained, or may be sustained, as a result of Buyer’s purchase of the Permanent Easement for the benefit of the City; Buyer’s purchase and use of the Temporary Construction Easement in connection with the Project, or any preliminary steps thereto. This waiver and release is not intended to extend to any damage that may result in connection with the physical construction of the Project or use of the Temporary Construction Easement beyond the scope authorized in the TCE Grant.

5.3. California Civil Code Section 1542. Seller hereby acknowledges that it has consulted or had an opportunity to consult with legal counsel regarding, and represents and warrants that it is familiar with, California Civil Code Section 1542, which provides as follows:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Seller acknowledges that, with respect to the sale of (i) the Permanent Easement Area under or pursuant to the Grant of Easement for the benefit of the City and (ii) the Temporary Construction Easement Area under or pursuant to the TCE Grant to Buyer in connection with the construction of the Project, Seller may have sustained damages, losses, costs and/or expenses which are presently unknown and unsuspected, and such damages, losses, costs and/or expenses which may have been sustained may give rise to additional damages, losses, costs and/or expenses in the future. Nevertheless, Seller hereby represents, warrants, acknowledges and agrees that this Agreement has been negotiated and agreed upon in light of that situation, and hereby waives, to the maximum legal extent, any rights accruing to it under said Section 1542 or any other statute or judicial decision of similar effect.
______ / ______
Seller's Initials
The foregoing acknowledgment and release shall survive the Closing as well as the recording of the Grant of Easement and TCE Grant.

5.4. Notice to Others. If Seller sells, transfers, assigns or otherwise conveys the Property or any interest in the Property, Seller shall notify the purchaser, successor, assignee or other transferee of the existence and terms of this Agreement, including, without limitation, the Grant of Easement and the TCE Grant and the obligations, liabilities and duties as well as the rights and remedies of the Parties. Neither Buyer nor any other person or entity shall have any obligation, liability or duty to compensate any purchaser, successor, assignee or other transferee for the interests, rights and remedies granted to or obtained by Buyer under or pursuant to this Agreement or justifying the Permanent Easement and the Temporary Construction Easement or either of them.

6. TERMINATION, DEFAULTS AND REMEDIES.
9 63983852.v1

6.1. Exercise of Rights to Terminate. In the event Buyer elects to exercise its right to terminate this Agreement and the Escrow, then Buyer may so terminate by giving notice, in writing, of such termination to Seller and Escrow Holder. In the event Seller elects to exercise its rights to terminate this Agreement and the Escrow, then Seller may so terminate by giving notice, in writing, of such termination to Buyer and Escrow Holder. In either such event, the Party so terminating shall, except as otherwise expressly provided in Section 6.2 or 6.3 below, pay all Escrow Holder and Title Company termination fees and charges (collectively, “Termination Costs”). Upon such termination, all obligations and liabilities of the parties under this Agreement, excepting any obligations which expressly survive termination, shall cease and terminate.

6.2. Buyer’s Breach. In the event Buyer breaches any obligation under this Agreement which Buyer is to perform prior to the Closing, and fails to cure such breach within five (5) business days after receipt of written notice of such breach from Seller, then Seller, as its sole and exclusive remedy, may terminate this Agreement and the Escrow by giving notice, in writing, of such termination to Buyer and Escrow Holder. In such event, Buyer shall pay all Termination Costs.

6.3. Seller’s Breach. In the event Seller breaches any obligation under this Agreement which Seller is to perform prior to the Closing, and fails to cure such breach within five (5) business days after receipt of written notice of such breach from Buyer, then, in addition to pursuing any other rights or remedies which Buyer may have at law or in equity, including, without limitation, any and all damages resulting from such breach, Buyer may, at Buyer’s option:
(i) terminate this Agreement and the Escrow by giving notice, in writing, of such termination to Seller and Escrow Holder, or (ii) initiate and prosecute an action for specific performance of this Agreement. Should Buyer elect to terminate this Agreement and the Escrow as provided herein, then Seller shall pay all Termination Costs.

6.4. Return of Funds and Documents; Release of Liability as to Escrow Holder.

In the event Escrow Holder terminates this Escrow as a result of having received notice, in writing, from Buyer or Seller of its election to terminate the Escrow as provided herein, then Escrow Holder shall terminate the Escrow and return all funds, less Termination Costs, as appropriate, and documents to the Party depositing the same. Further, the Parties hereby release Escrow Holder, and shall hold Escrow Holder free and harmless, from all liabilities associated with such termination excepting for Escrow Holder's obligations to return funds and documents as provided herein.

7. REPRESENTATIONS AND WARRANTIES.

7.1. Seller’s Representations and Warranties. Seller hereby represents, warrants, covenants, and agrees to and for the benefit of Buyer that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Closing, and Seller acknowledges and agrees that the truth and accuracy of such statements shall constitute a condition precedent to all of Buyer's obligations under this Agreement:

7.1.1. Authority. Seller is the fee owner of record of the Property and has full power and authority to sell, transfer and/or otherwise convey the Permanent Easement for the benefit of the City and the Temporary Construction Easement to Buyer and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by 10 63983852.v1
Seller to Buyer under or pursuant to this Agreement, at or prior to the Closing, have been, or will be, duly executed and delivered by Seller and are, or will be, legal, valid and binding obligations of Seller, sufficient to convey the Permanent Easement for the benefit of the City and to authorize Buyer to use the Temporary Construction Easement, and are enforceable in accordance with their respective terms.

7.1.2. No Unrecorded Possessory Interests; No Agreements or Undertakings. Other than as disclosed to Buyer prior to the Closing Date, there are no agreements for occupancy in effect for the Property, including the Permanent Easement Area and/or the Temporary Construction Easement Area, and no unrecorded possessory interests or unrecorded agreements that would adversely affect the grant or use of the Permanent Easement Area and/or the Temporary Construction Easement Area. After the Effective Date, Seller will not enter into any agreements or undertake any obligations prior to Closing which will in any way burden, encumber or otherwise affect the Permanent Easement Area and/or the Temporary Construction Easement Area without the prior written consent of Buyer, including, without limitation, any agreements for occupancy or use of the Permanent Easement Area and/or the Temporary Construction Easement Area.

7.1.3. No Liens or Encumbrances. The Property, including the Permanent Easement Area and Temporary Construction Easement Area, is free and clear of and from liens or encumbrances that could interfere with the intended use by Buyer and the City; and, therefore, the City shall have the right to quietly enjoy its rights granted pursuant to the Grant of Easement and the Buyer shall quietly enjoy its rights in and to use the Temporary Construction Easement Area, without disturbance or inference by Seller or anyone claiming by, through or under Seller.

7.1.4. No Leases. The Property is not subject to a written or oral lease or any other contract or agreement pursuant to which a tenant or any other person has any rights of possession or use that conflict with this Agreement or the Grant of Easement and/or TCE Grant.

7.1.5. Mortgage or Deed of Trust. If the Property is encumbered by a mortgage(s), deed(s) of trust and/or other security instrument(s), Seller shall be responsible and liable for payment of any demand under any authority of such security instrument(s) out of Seller’s proceeds or otherwise. Such amounts may include, but are not be limited to, payments of unpaid principal and interest. If the Property is encumbered by a mortgage(s), deed(s) of trust or other security instrument(s), Seller understands that Buyer shall seek and may require the partial release by and/or consent of the holder(s) of the security instrument(s) to the Grant of Easement, including the subordination of the encumbrance(s) to the Permanent Easement, in form and substance satisfactory to Buyer, to preserve the permanence and/or survival of the Permanent Easement.

Seller agrees and consents to the subordination of the security instrument(s) and will cooperate with Buyer in seeking the consent(s) and/or subordination(s); and Seller acknowledges and agrees that, notwithstanding anything contained in this Agreement to the contrary, Buyer’s payment of the consideration set forth herein is subject to Buyer receiving or waiving in writing the requirement of receiving said consent(s) and/or subordination(s).

7.1.6. Hazardous Materials. Seller is aware of and shall comply with its obligation under California Health and Safety Code Section 25359.7 to disclose information to Buyer regarding the environmental status of the Property. To Seller’s knowledge, the Property and any contiguous real property owned by Seller is not in violation of any federal, state or local 11 63983852.v1
statute, regulation or ordinance relating to industrial hygiene or to environmental conditions on, under or about the Property, including, without limitation, soil and groundwater conditions underlying the Property which could affect the Property. Neither Seller nor, to Seller’s knowledge, any other person or predecessor in interest, has used, generated, manufactured, stored or disposed of on, under or about the Property, or transported to or from the Property, any “Hazardous Materials” as defined in any state, federal or local statute, ordinance, rule or regulation applicable to the Property, including, without limitation, any flammable materials, explosives, radioactive materials, hazardous or contaminated materials or substances, toxic or noxious materials, substances or related materials or substances, as well as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect render it subject to Federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare.

7.1.7. Litigation. There are no claims, actions, suits or proceedings continuing, pending or, to Seller’s knowledge, threatened against or affecting Seller or the Property. Seller is not subject to, or (to Seller’s knowledge) in default under, any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission, bureau, city, or instrumentality.

7.1.8. No Breach. The execution and delivery of this Agreement and the consummation of the transaction(s) contemplated by this Agreement will not violate or result in any breach of or constitute a default under or conflict with, or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease, agreement, contract, instrument, or, to Seller's knowledge, any order, judgment, award, decree, statute, regulation or ordinance, or any other restriction of any kind or character to which Seller is a party or by which Seller or the Property are bound.

7.2. No Condemnation or Other Proceedings. Seller is not aware of any contemplated condemnation of the Property or any portion thereof by any public agency, authority or entity. Buyer has negotiated in good faith to acquire the Permanent Easement and Temporary Construction Easement and to pay just compensation for their acquisition.

7.3. Survival of Representations and Warranties. Seller acknowledges and agrees that the covenants, agreements, representations and warranties of Seller set forth in this Agreement shall be true and correct on and as of the Effective Date as well as the Closing Date, and Seller’s liability for any breach, default or failure of the same, including, without limitation, any misrepresentation, shall survive not only the recordation of the Grant of Easement and TCE Grant, but also the Closing. Seller shall protect, indemnify, defend, and hold Buyer free and harmless of, from and against any and all claims, demands, losses, liabilities, obligations, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, court costs and litigation expenses, which Buyer may incur, suffer or sustain by reason of or in connection with any misrepresentation made by Seller under or pursuant to this Article 7.

8. OTHER.

8.1. Notices and Demands. All notices and demands will be given in writing by personal delivery, certified mail, postage prepaid, and return receipt requested, or by Federal Express or other overnight courier. Notices will be considered given upon the earlier of (a) 12 63983852.v1
personal delivery, (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (c) one (1) business day following deposit with Federal Express or other overnight courier. A copy of all notices will be sent to Escrow Holder. The Parties will address such notices as provided below or as may be amended by written notice:

To Buyer: Minor Ranch LLC
Attn: Colin Koch
3200 Park Center Drive, Suite 1000
Costa Mesa, California 92626
Telephone: (714) 200-1563
Email: [email protected]
To Seller: KOI Holdings & Investments, LLC
7 Via Del Cielo
Palos Verdes Estates, CA 90275
Attn:

Telephone: ____________________
Email: _______________________

8.2. Indemnity by Seller. Seller hereby agrees, after the Closing, at Seller’s sole cost and expense, to indemnify, protect, defend (with counsel of Buyer’s choice), and hold Buyer, and its successors and assigns, officers and/or directors, harmless from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, attorneys’ and experts’ reasonable fees and costs) of any kind or nature whatsoever which may at any time be imposed upon, incurred or suffered by, or asserted or awarded against, Buyer, or Buyer’s successors and assigns, officers and/or directors relating to or arising from (i) the Property or Seller’s ownership or operation thereof on or before the Closing date, (ii) any breach of any covenant, agreement, representation or warranty of Seller contained in this Agreement, (iii) the presence, use, handling, storage, disposal or release on or before the Closing Date of Hazardous Materials on, under or about the Property caused by Seller, and (iv) Seller’s violation of any federal, state or local law, ordinance or regulation, occurring or allegedly occurring with respect to the Property prior to the Closing Date. This indemnity by Seller herein contained shall survive the Closing and the recordation of the Grant of Easement and TCE Grant.

8.3. Entry, Possession, Use, Access, Construction and Operation.

8.3.1. Upon execution of this Agreement by Buyer and Seller, and deposit of funds in the amount of the Purchase Price into Escrow, Buyer shall have the right of possession and use of the Permanent Easement Area and Temporary Construction Easement Area, including, without limitation, the right to remove and dispose of improvements thereon, thereat and/or thereto and construct the Project.

8.3.2. Buyer makes no representation, warranty, covenant or agreement that the Project shall be constructed or operated; and Seller acknowledges and agrees that no 13 63983852.v1
obligation, liability or duty whatsoever shall exist or be incurred by Buyer or any other person or entity to Seller or any other person or entity as a result of any failure to construct or operate the Project for any reason.

8.4. Brokers and Sales Commissions. Buyer will not be responsible or liable for, and will not be required to pay, any sales or brokerage commissions and/or finder’s fees for which Seller has incurred any obligation with respect to the transaction which is the subject of this Agreement. Seller shall indemnify, protect, defend, and hold harmless Buyer and its successors and assigns hereunder from and against any and all claims, demands, liabilities, obligations, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, court costs and litigation expenses, arising as of, resulting from or in connection with or related to any sales or brokerage commissions, finder’s fees or other commissions which are (or are claimed to be) payable in connection with the transaction which is the subject of this Agreement by reason of the actions (or alleged actions) of Seller. Seller’s obligations, liabilities and duties under this Section

8.4 shall survive the Closing or the termination of this Agreement.

8.5. Damage or Destruction. Should the Property be materially damaged or destroyed by fire, earthquake or other event without the fault of either Party prior to the Closing:
(a) this Agreement may be rescinded and terminated by Buyer or (b) Buyer shall have the right reappraise the Permanent Easement Area and Temporary Construction Easement Area or any portions thereof and the Purchase Price shall be adjusted accordingly.

9. INCORPORATION OF RECITALS; WHOLE AGREEMENT.

9.1. Recitals. The preamble at the beginning of this Agreement as well as the Recitals set forth in paragraphs A, B, and C immediately after the preamble are hereby incorporated into this Agreement as if set forth in full in this Section 9.1.

9.2. Whole Agreement. Consistent with Section 10.17 below, the Parties hereto acknowledge and agree that they have set forth the whole of their agreement in this instrument.

The performance of this Agreement by Buyer constitutes the entire consideration for the Permanent Easement and Temporary Construction Easement, and shall release and relieve Buyer and City of and from any and all other and further claims, demands, obligations, liabilities and duties on this account or on account of the location, grade, construction, and operation of the Project.

10. MISCELLANEOUS.

10.1. Survival of Covenants. The covenants, representations and warranties of both Buyer and Seller set forth in this Agreement shall survive the Closing as well as the recordation of the Grant of Easement and TCE Grant.

10.2. Required Actions of Buyer and Seller. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use commercially reasonable efforts to accomplish the Closing in accordance with the provisions of this Agreement. 14 63983852.v1

10.3. Time of Essence. Time is of the essence of each and every term, condition, obligation and provision of this Agreement.

10.4. Counterparts; Copies. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Except as required for recordation, the parties as well as Escrow Holder and Title Company shall accept copies of signatures, including, without limitation, electronically transmitted (for example, by e-mail, facsimile, PDF or otherwise) signatures.

10.5. Captions. Any captions to, or headings of, the articles, sections, subsections, paragraphs, or subparagraphs or other provisions of this Agreement are solely for the convenience of the Parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision of this Agreement

10.6. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision of this Agreement.

10.7. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. Any and all legal actions brought to enforce or interpret the terms and provisions of this Agreement shall be commenced exclusively in a court of competent jurisdiction in the County of Riverside.

10.8. Buyer’s Assignment. Buyer shall have the right, in its sole discretion, to assign this Agreement to any party of its choice upon notice to but without the necessity of obtaining consent from Seller.

10.9. Successors and Assigns. This Agreement as well as the Grant of Easement and the TCE Grant shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties.

10.10. Severability. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected.

10.11. Legal Fees. Each Party shall be responsible for payment of its own attorneys’ fees with respect to negotiation and preparation of this Agreement and processing of the Escrow.

10.12. Confidentiality. Seller, and each of its respective affiliates, agree to hold the terms of this Agreement in confidence and shall not release any such information to third parties without the prior written consent of Buyer, except (a) any information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Buyer and/or its affiliates are parties), (b) to their partners, members, managers, employees, affiliates, officers, directors, consultants, lenders, accounts, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and agree to maintain such confidentiality, and (c) to comply with any law, rule or regulation. The provisions of this Section 10.16 shall survive Closing 15 63983852.v1
and any termination of this Agreement. Seller may not issue a press release or otherwise generate or participate in any publicity with respect to this Agreement and the transactions contemplated hereby without the prior written consent of Buyer.

10.13. Entire Agreement; Amendment. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and (together with the Grant of Easement and TCE Grant) contains the entire agreement between Buyer and Seller as to the subject matter hereof. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties hereto.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date(s) set forth below next to their respective signatures. [Signature Page to Follow]
16 63983852.v1

SIGNATURE PAGE TO

AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS
Date: _________________________ BUYER:

KOI HOLDINGS & INVESTMENTS, LLC, a
California limited liability company
By: _______________________________
Name: _____________________________
Title: ______________________________
17 63983852.v1

EXHIBIT LIST
Exhibit 1 - Legal Description of Property [APN: 344-120-007 and 344-120-008] Exhibit 2 - Grant of Easement
Exhibit 3 - TCE Grant
[Exhibit 1 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
EXHIBIT 1 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

LEGAL DESCRIPTION OF PROPERTY
[APN: 344-120-007 and 344-120-008]
[To be attached.]
Order Number: NHSC-7329018
Page Number: 5
First American Title

Page 5 of 10 ends

LEGAL DESCRIPTION
Real property in the City of Menifee, County of Riverside, State of California, described as follows:

Parcel 2 together with lettered Lot D of Parcel Map 13458 as shown by map on file in Book 70, Page 80 of parcel maps, records of Riverside County, California; Excepting therefrom sixty percent (60%) of all oil and mineral rights in and under said property, as reserved in deed recorded December 13, 1967, as Instrument No. 88433 of official records of Riverside County of California.

Order Number: NHSC-7329019
Page Number: 5
First American Title

Page 5 of 10 ends

LEGAL DESCRIPTION
Real property in the City of Menifee, County of Riverside, State of California, described as follows:

Parcel 3 together with lettered Lots 'C' of Parcel Map 13458 as shown by map on file in Book 70, Page 80 of Parcel Maps, records of Riverside County, California.

Excepting therefrom 60% of all oil and mineral rights in, on and under said property, as reserved in deed recorded December 13, 1967, as Instrument No. 88433 of official records of Riverside County, California. [Exhibit 2 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
EXHIBIT 2 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

GRANT OF EASEMENT
[Exhibit 2 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
RECORDING REQUESTED BY and
WHEN RECORDED MAIL TO:

CITY OF MENIFEE
29714 Haun Road
Menifee, CA. 92586
______________________________________________________________________________ Portion of APN: 344-120-007 and 344-120-008 EXEMPT FROM RECORDING FEES PER GOVT. CODE §27383 EXEMPT FROM DOCUMENTARY TRANSFER TAX PER REV. & TAX CODE §11922

GRANT OF PERMANENT EASEMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, KOI HOLDINGS & INVESTMENTS, LLC, a California limited liability company (“Grantor”), hereby GRANTS to the CITY OF MENIFEE, a California municipal corporation (“Grantee”), a permanent easement (the “Easement”) in, on, over, along, through, upon, under, and across that certain real property (the “Easement Area”) described on Exhibit “A” and depicted on Exhibit “B”, attached hereto and incorporated herein by thisreference, for the following purposes:

A perpetual and exclusive easement for public right-of-way, drainage, and utility purposes, including all uses of the Easement Area for purposes incidental to public right-of-way use, including, but not limited to, the construction, maintenance, repair, replacement, and operation of a roadway or other transportation facilities; underground and above-ground utilities and appurtenances; cable communication or telecommunication facilities; directional, street identification, or roadway informational signage; traffic control devices; curbs; gutters; sidewalks; footbridges; drainage and sewage facilities; and transportation facilities such as bus bays, benches, bus or train stops, bicycle pathways, or facilities for railway or other public transportation vehicles or modes of conveyance.

Dated: __________________________ GRANTOR:

KOI HOLDINGS & INVESTMENTS, LLC, a
California limited liability company
By:

Name:

Title:
[Exhibit 2 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
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.

State of California )
County of ______________________ )
On _________________________, before me, , (insert name and title of the officer) Notary Public, 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)
[Exhibit 2 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
EXHIBIT “A” TO

GRANT OF PERMANENT EASEMENT
Legal Description of Easement Area
[APN: 344-120-007 and 344-120-008]
[To be attached.]
EXHIBIT “A”

LEGAL DESCRIPTION

Page 1 of 2 ends

Being real property in the City of Menifee, County of Riverside, State of California, more particularly described as follows:

Containing 2,300 Square Feet, more or less. (A portion of APN: 344-120-007 & 008) EXHIBIT “A”

LEGAL DESCRIPTION

Page 2 of 2 ends

See Exhibit “B”, attached hereto and by this reference made a part hereof.

Date:

Robert N. Beuschlein, LS 7874
JANUARY 12, 2026
[Exhibit 2 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
EXHIBIT “B” TO

EASEMENT DEED
Map of Easement Area
[APN: 344-120-007 and 344-120-008]
[To be attached.]
No. 7874

S T A T E O F CA L I F ORN I A

L ICENSED LAND SURVEYOR
R O
B E R T N . B E U S C H L E I N

HUNSAKER E
N
W
S
OWNERSHIP:
#
NOTES:
2 JANUARY 12, 2026

HUNSAKER E
N
W
S
NOTES: (SEE SHEET 1)
LINE DATA (SEE SHEET 1)
EASEMENT NOTES:

LEGEND:

BASIS OF BEARINGS:

NOTES:
63983852.v1

CITY OF MENIFEE

CERTIFICATE OF ACCEPTANCE
(Government Code Section 27281)
(Portion of APN 344-120-007 and 344-120-008)
This is to certify that the interest in real property conveyed to the City of Menifee by the attached Grant of Permanent Easement, is hereby accepted by the City of Menifee under the authority of the City Council of the City of Menifee, and the City of Menifee consents to the recordation thereof by its duly authorized officer.

City of Menifee, a municipal corporation
Date:_______________________ By:

Name (print):

Its:

APPROVED AS TO FORM:

By:____________________________
Name (print):

Title:
[Exhibit 3 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
EXHIBIT 3 TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

TEMPORARY CONSTRUCTION EASEMENT
[Exhibit 3 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
RECORDING REQUESTED BY and
WHEN RECORDED MAIL TO:

MINOR RANCH
3200 Park Center Drive, Suite 1000
Costa Mesa, California 92626
______________________________________________________________________________ (Space above for County Recorder’s Use Only) Portion of APN: 344-120-007 and 344-120-008 EXEMPT FROM RECORDING FEES PER GOVT. CODE §27383 EXEMPT FROM DOCUMENTARY TRANSFER TAX PER REV. & TAX CODE §11922

TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
FOR GOOD AND VALUABLE CONSIDERATION, this Temporary Construction Easement Agreement (“TCE Agreement”) is entered into by and between KOI HOLDINGS & INVESTMENTS, LLC, a California limited liability company (“Grantor”) and MINOR RANCH LLC, a California limited liability company (“Developer” or “Grantee”) and is effective as of the date it is fully executed by the parties.

This TCE Agreement is based on the following facts, which are incorporated herein by this reference:

A. Grantor is the record fee owner of that certain real property commonly known as McCall Boulevard (east of Chatham Lane & west of Antelope Road) in the City of Menifee, County of Riverside, identified as Riverside County Tax Assessor’s Parcel Number 344-120-007 and 344-120-008 (the “Property”).

B. Grantee is engaged in the construction, operation, and/or maintenance of the right of way of McCall Boulevard for public use (the “Project”).

C. Grantor and Grantee have entered into a Purchase and Sale Agreement (“Purchase Agreement”) for the purchase of a permanent easement in favor of the City of Menifee and a temporary construction easement in favor of Grantee to facilitate the development of the Project.

D. Grantor wishes to grant to Grantee the temporary construction easement contemplated by the Purchase Agreement, on the terms and conditions of this TCE Agreement.

NOW THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee agree to the following:

1. Grant of Temporary Construction Easement. Grantor hereby grants to Grantee, and its contractors, agents, representatives, employees, and all others reasonably deemed necessary by Grantee, that certain non-exclusive temporary construction easement more particularly described more particularly described on Exhibit “A” and depicted on Exhibit “B” hereto (“TCE”), which are attached hereto and incorporated by reference, in, over, under and across the TCE to facilitate Grantee’s construction of the Project.
[Exhibit 3 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1

2. Term. The “Term” of the TCE will commence upon Grantee providing Grantor with seven (7) days’ advance notice (the “Commencement Date”) and continue for a period of twelve (12) months thereafter (the “Termination Date”), unless extended or earlier terminated by the parties pursuant to this TCE Agreement. During the Term, Grantee is authorized to use the TCE to facilitate the construction of the Project.

3. Option to Extend Term. Grantee has the option to extend the Term on a month-tomonth (or longer) basis, for up to an additional twelve (12) months. Grantee shall provide Grantor with written notice of its intent to extend the term of the TCE at least seven (7) days prior to the expiration of the Term of the TCE, as the same may be extended pursuant to this Section 3.

4. Grantor’s Obligations Regarding TCE Area. During the Term, Grantor shall not, without the express prior written consent of Grantee (which may be granted or withheld in Grantee’s sole discretion), erect, place, or maintain any improvement, or undertake any other activity, over, above, on, under, in, within, to, across, along, around, about or through the TCE or which may interfere with the use of the TCE by Grantee, including, without limitation, the erection of any building, wall, fence, structure or other improvement within the TCE. Further, during the Term, Grantor shall not grant or dedicate any easement, right or other interest over, above, on, under, in, within, to, across, along, around, about or through the TCE without first providing written notice to any such grantee regarding the TCE Agreement and obtaining a consent from said grantee regarding the rights of Grantee to use the TCE Area subject to the terms of the Agreement. Grantor shall provide to Grantee a copy of any such written notice and consent in connection with any such transfer.

5. Grantee’s Obligations Regarding TCE Area. After completion of any work performed by or on behalf of Grantee which disturbs the surface of the TCE Area, Grantee shall, at its sole cost and expense, restore the surface of such area as close as reasonably possible to its original character, as existing as of the Effective Date of this TCE Agreement, including removal of any equipment and materials stored on the TCE in connection with the Project, using material of like kind and quality for any improvements located in the area of the TCE that are damaged as a result of the use of the TCE Area by Grantee.

6. 7. Scope of Temporary Construction Easement. Grantee’s use of the Temporary Construction Easement shall be subject to and/or in accordance with the following provisions:

A. The TCE is for the use by Grantee during the Term, as the same may be extended, to facilitate Grantee’s construction of the Project, including construction of street, utility, and drainage improvements in the new right of way, construction staging purposes, and storage of material and equipment on the TCE. The construction staging purposes include, but are not limited to, the use of the TCE to facilitate the movement of construction equipment for the construction of the Project, storage and assembly of equipment and materials, ingress and egress, and any related support activities to facilitate the construction of the Project. Further, subject to Section 5, above, Grantor authorizes Grantee to use the TCE to remove any improvements from the TCE Area in connection with the Project.
[Exhibit 3 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
B. Construction activities will from time to time disrupt normal vehicular and pedestrian traffic on adjacent streets. Access through adjacent streets will be maintained with minor restrictions/lane reductions throughout construction of the Project.

C. In connection with Grantee’s use of the TCE Area pursuant to this TCE Agreement, Grantee agrees to comply with all applicable laws, rules, and regulations.

8. No Liens. Grantee will keep the TCE Area and the Property free of any liens, including without limitation, liens by contractors, subcontractors, or suppliers, engineers, architects, surveyors, or others that may have lien rights for work arising out of Grantee’s use of the TCE in connection with the construction of the Project. If any such lien is filed on the TCE or any portion of the Larger Parcel in connection with the use of the TCE by Grantee, Grantee will, at its sole cost and expense, have the lien released and discharged of record in a matter satisfactory to Grantor within thirty (30) calendar days after receiving notice of the lien. If Grantee fails to remove the lien within such 30-day period, Grantor will have the right to remove or bond over the lien, and Grantee, upon demand, will reimburse Grantor for all reasonable costs and expenses, including without limitation reasonable attorneys’ fees incurred by Grantor in connection with such removal or bond.

9. Insurance. Prior to entry onto the TCE area, Grantee will cause Grantee’s contractor for the Project to procure and maintain a policy of commercial general liability insurance issued by an insurer reasonably satisfactory to Grantor covering the use by and activities of Grantee with a single limit of liability (per occurrence and aggregate) of not less than $2,000,000. Grantee will cause its contractor to deliver to Grantor a certificate of insurance and copy of additional insured endorsement naming Grantor as named additional insured, evidencing that such insurance is in force and effect, and evidencing that Grantor has been named as an additional insured thereunder with respect to the use by Grantee of the TCE. Such insurance will be maintained in force throughout the term of this Temporary Construction Easement.

10. Grantee’s Agreement to Indemnify. Grantee will, and will cause its contractor for the Project to, indemnify, defend and hold Grantor harmless from any and all liability for loss, damages, costs, expenses, demands, causes of action, claims or judgments, arising from or arising out of or in any way connected with the entry, access and use of the TCE by said contractor and its designees in connection with the exercise of the rights of the contractor and its designees under this TCE Agreement or any breach of Grantee’s or Grantee’s contractor’s obligations under this TCE Agreement, and will reimburse Grantor for all reasonable costs, expenses and losses, including reasonable attorneys’ fees, incurred by Grantor in consequence of any claims, demands and causes of action that may be made or brought against Grantor arising out of the entry on and use of the area comprising the TCE by said contractor and/or its designees in connection with the Project or any breach of Grante’s or its contractor’s obligations under this TCE Agreement.

11. Notices. All notices and demands will be given in writing by certified mail, postage prepaid, and return receipt requested, by personal delivery, or by Federal Express or other overnight delivery service. Notices will be considered given upon the earlier of (a) personal delivery, (b) two business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (c) one business day following deposit with [Exhibit 3 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
Federal Express or other overnight delivery service. The parties will address such notices as provided below or as may be amended by written notice:

GRANTEE: Minor Ranch LLC
Attention: Meagan Knecht
3200 Park Center Drive, Suite 1000
Costa Mesa, California 92626
GRANTOR: KOI Holdings& Investments, LLC
7 Via Del Cielo
Palos Verdes Estates, CA 90275
Attn:

12. Miscellaneous Provisions.

A. Governing Law. This TCE Agreement is deemed to have been prepared by each of the parties hereto, and any uncertainty or ambiguity herein shall not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, shall be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California, and not the substantive law of another state or the United States or federal common law. This TCE Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of California.

B. Entire Agreement. This TCE Agreement, together with the Purchase Agreement, contains the entire agreement between Grantor and Grantee regarding the TCE. No person is authorized to make, and by execution hereof Grantor and Grantee acknowledge that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and any such agreement, statement, representation or promise not contained in said Purchase Agreement and this TCE Agreement will not be binding on Grantor or Grantee.

C. Amendments. Any amendments to this TCE Agreement will be effective only by a writing executed by all parties to this TCE Agreement.

D. Successors and Assigns. This TCE Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto.

E. Counterparts, Facsimile and Electronic Signatures. This TCE Agreement may be executed in whole or in counterparts, which together shall constitute the entire Agreement.

Facsimile or electronic signatures/counterparts to this TCE Agreement shall be effective as if the original signed counterpart were delivered.

F. Legal Representation. Each of the parties hereto acknowledge and agree that, in connection with the negotiation and execution of this TCE Agreement, each party has been represented by independent counsel of their own choosing and the parties have entered into this TCE Agreement after review by such independent counsel, or, if they were not so represented, [Exhibit 3 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
said non-representation is and was the voluntary, intelligent and informed decision and election of any of the parties not so represented. The parties further acknowledge that, prior to executing this TCE Agreement, each of the parties has had an adequate opportunity to conduct an independent investigation of all the facts and circumstances with respect to the matters that are the subject of this TCE Agreement.

G. Severability. If any part, term or provision of this TCE Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if this TCE Agreement did not contain the particular part, term or provision held to be invalid.
[Signature Page to Follow]
[Exhibit 3 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
IN WITNESS WHEREOF, Grantor and Grantee have caused this TCE Agreement to be executed on the date set forth below.

Dated: GRANTOR

KOI HOLDINGS & INVESTMENTS, LLC,
a California limited liability company
By:

Name:

Title:

Dated: GRANTEE

MINOR RANCH LLC,
a California limited liability company
By: _______________________________
Name: _____________________________
Title: ______________________________
[Exhibit 3 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
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.

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)
[Exhibit 3 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
EXHIBIT “A”
Legal Description of TCE Area
[APN: 344-120-007 and 344-120-008]
[To be attached]
EXHIBIT “A”

LEGAL DESCRIPTION

Page 1 of 2 ends

Being real property in the City of Menifee, County of Riverside, State of California, more particularly described as follows:

COMMENCING at the centerline intersection of McCall Boulevard (100.00 feet wide per Grant Deed recorded May 4, 1966, as Document No. 46921, Official Records of said County of Riverside) and Chatham Lane (69.00 feet wide per Resolution No. 2002-59 recorded January 17, 2003, as Document No. 2003-0039755 and as shown on Easement Deed recorded April 25, 2008, as Document No. 2008-0209643, both Official Records of said County of Riverside);
THENCE along the centerline of said McCall Boulevard South 88°45'50" East 164.35 feet to the intersection with the southerly prolongation of the westerly line of said Parcel 2; THENCE along the southerly prolongation of the westerly line and the westerly line of said Parcel 2 North 00°07'31" East 57.01 feet to a line 7.00 feet northerly and parallel to the northerly Right of Way Line of said McCall Boulevard as shown on said Parcel Map No. 13458, said northerly Right of Way line being described in said Document No. 46921, said point further being the TRUE POINT OF BEGINNING;
THENCE along the westerly line of said Parcel 2 North 00°07'31" West 26.68 feet; THENCE departing the westerly line of said Parcel 2 South 88°32'50" East 328.72 feet to a point on the easterly line of said Parcel 3;
THENCE along the easterly line of said Parcel 3 South 00°07'43" East 25.44 feet to a point on the aforementioned parallel line 7.00 feet northerly to the northerly Right of Way Line of said McCall Boulevard;
THENCE along said parallel line North 88°45'50" West 328.69 feet to the TRUE POINT OF BEGINNING.

Containing 8,564 Square Feet, more or less. (A portion of APN: 344-120-007 & 008) EXHIBIT “A”

LEGAL DESCRIPTION

Page 2 of 2 ends

See Exhibit “B”, attached hereto and by this reference made a part hereof.

Date:

Robert N. Beuschlein, LS 7874
JANUARY 12, 2026
[Exhibit 3 to Purchase and Sale Agreement and
Joint Escrow Instructions]
63983852.v1
EXHIBIT “B”
Depiction of TCE Area
[APN: 344-120-007 and 344-120-008]
[To be attached]
No. 7874 S T A T E O F CA L I F ORN I AL ICENSED LAND SURVEYORR O B E R T N . B E U S C H L E I N

HUNSAKER E N W S
OWNERSHIP: #
NOTES: 2
JANUARY 12, 2026

HUNSAKER E
N
W
S
NOTES: (SEE SHEET 1)
LINE DATA (SEE SHEET 1)
NOTES:

LEGEND:

EASEMENT NOTES:

BASIS OF BEARINGS:

PROPERTY NAME:

KOI HOLDINGS PROPERTY
APN 344-120-007 and 344-120-008
McCall Boulevard (east of Chatham Lane & west of
Antelope Road)
Menifee, California 92585
PREPARED FOR:

BROOKFIELD RESIDENTIAL

SOUTHERN CALIFORNIA
PREPARED BY: MONUMENT
FILE NO. MROW-2025-MEF-002-11
March 25, 2026
Colin Koch
Director, Land
Brookfield Residential Southern California
3200 Park Center Drive Suite 1000
Costa Mesa, CA 92626
RE: Appraisal Report
KOI Holdings Property
McCall Boulevard (east of Chatham Lane & west of Antelope Road), Menifee, California 92585 Monument File No: MROW-2025-MEF-002-11
Mr. Koch:

Monument is pleased to submit the accompanying appraisal of the referenced property. The purpose of the appraisal is to develop an opinion of the fair market value of the parts acquired, and the net damages, if any, which may accrue to the remainder by reason of the acquisitions and construction of the project in the manner proposed.

The larger parcel consists of two contiguous parcels, located along McCall Boulevard (east of Chatham Lane & west of Antelope Road), Menifee, CA. The property is comprised of vacant land with no on-site improvements. The larger parcel is valued based on its concluded highest and best use, which is detailed in the body of the accompanying appraisal report.

The City of Menifee has approved the development of Menifee Valley Project. Brookfield Properties (Brookfield) is the developer for the Project and is undertaking a preliminary assessment of the area and potential public infrastructure needs. As part of the project, Brookfield proposes to widen McCall Boulevard in the City of Menifee, which will be known as the McCall Boulevard Improvement Project (the "Project"). The project proposes to enhance connectivity between Menifee Road and the Interstate 215. The improvements would enable traffic to transition more efficiently and reduce traffic congestion through road widening and increased lane counts. The project will also relocate and modernize certain utilities and traffic signals.

As a result of the project, in the manner proposed, the following acquisitions are required at the subject larger parcel.

Colin Koch
Brookfield Residential Southern California
March 25, 2026

Page 2 ends

KOI Holdings Property
Legal descriptions and plat maps for the acquisitions are included in the addenda of this report. A discussion of the acquisitions is included in the body of the report.

The client for the assignment is Brookfield Residential Southern California. The intended use of the report is for the partial acquisition of property rights at the subject property. The intended users of the report are Brookfield Residential Southern California and City of Menifee.

Based on the valuation analysis in the accompanying report, and subject to the definitions, assumptions, and limiting conditions expressed in the report, our opinion of value is as follows:

If there are any specific questions or concerns regarding the attached appraisal report, or if Monument can be of additional assistance, please contact the undersigned. Thank you sincerely for the opportunity to provide this service.

Respectfully Submitted,

MONUMENT
Adam M. Bogorad, MAI
Director of Valuation
Certified General Real Estate Appraiser
California License No. AG038741
Expiration Date 11/1/2027
800-577-0109
[email protected]

TABLE OF CONTENTS
KOI Holdings Property

LETTER OF TRANSMITTAL

INTRODUCTION
Executive Summary ______________________________________________________________________________________ 1 Certification ____________________________________________________________________________________________ 1 Subject Property Photographs ______________________________________________________________________________ 3 Identification of Appraisal Assignment _______________________________________________________________________ 4 Scope of Work __________________________________________________________________________________________ 6

DESCRIPTIONS & EXHIBITS
Local Area Analysis ______________________________________________________________________________________ 12 Site Description _________________________________________________________________________________________ 23 Exhibits _______________________________________________________________________________________________ 25 Zoning ________________________________________________________________________________________________ 29 Improvement Description ________________________________________________________________________________ 31 Market Analysis ________________________________________________________________________________________ 32 Highest & Best Use Analysis _______________________________________________________________________________ 35 As Vacant Analysis ____________________________________________________________________________________ 35 As-Improved Analysis _________________________________________________________________________________ 36

VALUATION
Larger Parcel Valuation __________________________________________________________________________________ 39 Reconciliation of Larger Parcel Land Value ___________________________________________________________________ 50 Valuation of the Parts Acquired ____________________________________________________________________________ 51 Final Value Conclusion ___________________________________________________________________________________ 55 Assumptions & Limiting Conditions _________________________________________________________________________ 56 ADDENDA 58

EXECUTIVE SUMMARY
KOI Holdings Property 1
The following acquisitions are required from the larger parcel

EXECUTIVE SUMMARY (CONTINUED)
KOI Holdings Property 2

EXTRAORDINARY ASSUMPTIONS
An extraordinary assumption is defined as “an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser’s opinions or conclusions.” The use of the following extraordinary assumptions may have impacted the results of the assignment.  Section 1263.330 of the California Code of Civil Procedure requires the appraiser to not consider any effect on the value of the property from the project, the eminent domain proceeding, or any preliminary actions of the acquiring agency. The appraisers investigated the real estate market for any influence these issues may have had in the market data selected and analyzed and could not find any. Therefore, we have prepared the appraisal analysis of the larger parcel in the “before" condition under the extraordinary assumption that these activities have no effect on the value conclusions stated in this appraisal report.  We have confirmed with the City of Menifee Planning Department that the area impacted by the permanent roadway acquisitions would be required for street dedication in conjunction with the approval of plans to develop this vacant parcel. This is assumed to be accurate.

HYPOTHETICAL CONDITIONS
A hypothetical condition is a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis. The use of the following hypothetical conditions may have impacted the results of the assignment.  The valuation of the “after” condition of the larger parcel requires the hypothetical condition that as of the date of value, the project has been completed per the descriptions, plans and specifications presented in this appraisal report. This may have affected the selection and analysis of comparable market data, the discussion of market trends and the description of the property.

MARKET VOLATILITY
Shifting economic factors, including inflation, rising interest rates, and instability in the financial sector, have contributed to an increasingly volatile real estate market. These conditions may result in unpredictable investment patterns in the short to medium term.

Periods of uncertainty often lead to rapid changes in investor sentiment and consumer behavior. As such, financial and real estate decisions should carefully consider the potential risks associated with market fluctuations.

This report reflects market conditions as of the valuation date. Given the evolving nature of economic trends, ongoing monitoring is advisable to assess any significant shifts in property values.

CERTIFICATION
KOI Holdings Property 1
I certify that, to the best of my knowledge and belief:
 The statements of fact contained in this report are true and correct.  The reported analyses, opinions, and conclusions of the signer are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions.
 The signer of this report has no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved.  Adam M. Bogorad, MAI has performed no services, specifically as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment.
 The signer is not biased with respect to the property that is the subject of this report or to the parties involved with this assignment.
 The engagement in this assignment was not contingent upon developing or reporting predetermined results.  The compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.
 The reported analysis, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute, and the Uniform Standards of Professional Appraisal Practice, as set forth by the Appraisal Standards Board of the Appraisal Foundation.  Adam M. Bogorad, MAI inspected the property that is the subject of this report.  Kara Bill and Tina Olvera provided significant real property appraisal assistance to the appraisers signing the certification. Details regarding their involvement are disclosed in the body of the report.  The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.
 As of the date of this report, Adam M. Bogorad, MAI has completed the continuing education program for Designated Members of the Appraisal Institute.

Adam M. Bogorad, MAI
Certified General Real Estate Appraiser
California License No. AG038741
Expiration Date 11/1/2027

AERIAL PHOTOGRAPH
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The subject property is identified in the aerial image shown above. There is an exhibit with boundary identification.

SUBJECT PROPERTY PHOTOGRAPHS
KOI Holdings Property 3
Subject Street View Subject Larger Parcel
Subject Larger Parcel Subject Larger Parcel
Subject Larger Parcel Subject Larger Parcel

IDENTIFICATION OF ASSIGNMENT
KOI Holdings Property 4

PROPERTY IDENTIFICATION
The larger parcel consists of two contiguous parcels, located along McCall Boulevard (east of Chatham Lane & west of Antelope Road), Menifee, CA. The property is comprised of vacant land with no on-site improvements.

The larger parcel is identified by the following Assessor Parcel Numbers: 344-120-007 and 344-120-008.

LEGAL DESCRIPTION
Legal descriptions of the larger parcel and the acquisition areas are included in the addenda of this report.

CLIENT IDENTIFICATION
The client of this specific assignment is Brookfield Residential Southern California.

INTENDED USE & INTENDED USERS
Brookfield Residential Southern California and City of Menifee or assigns are the only intended users of this report.

RELIANCE LANGUAGE
Reliance on any reports prepared by Monument under this Agreement is granted exclusively to parties expressly identified in a signed writing as Intended Users, provided all required conditions have been met. Any other individuals or entities who obtain a copy of the report or any portion thereof—including the Client, if not designated as an Intended User—whether through direct distribution or other means, are not authorized to rely on its conclusions. Monument assumes no responsibility for unauthorized use, nor any liability for unintended application of the report’s findings or contents.

PURPOSE
The purpose of this appraisal is to develop an opinion of the fee simple interest in the larger parcel and the proposed acquisition areas described in this report. These opinions are made as of the effective date of the report.

PERSONAL PROPERTY & BUSINESS INTANGIBLE
There is no personal property (FF&E) included in this valuation.

PROPERTY AND SALES HISTORY
Current Owner
The subject property is currently under the ownership of KOI HOLDINGS & INVESTMENTS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, according to the Riverside County records.

Five-Year Sales History
According to county records there has been no transfer of ownership for the subject property in the past five years nor has it been listed for sale in the last 12 months.

DEFINITION OF VALUE
In this analysis, we are basing our conclusions on the definition of Fair Market Value, as defined in the California Code of Civil Procedure.

Fair Market Value
“Fair Market Value”, as defined pursuant to Part 3, Title 7, Chapter 9, Article 4, of the California Code of Civil Procedure, entitled: Eminent Domain Law, is as follows:

Fair Market Value . . . Article 4.

Measure of Compensation for Property Taken.

IDENTIFICATION OF ASSIGNMENT (CONTINUED)
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1263.320
(a) The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available.
(b) The fair market value of the property taken for which there is no relevant, comparable market is its value on the date of valuation as determined by any method valuation that is just and equitable. 1263.330
The fair market value of the property taken shall not include any increase or decrease in the value of the property that is attributable to any of the following:
(a) The project for which the property is taken.
(b) The eminent domain proceeding in which the property is taken. (c) Any preliminary actions of the plaintiff relating to the taking of the property. 1263.410
(a) Where the property acquired is part of a larger parcel, in addition to the compensation awarded pursuant to Article 4 (commencing with Section 1263.310) for the part taken, compensation shall be awarded for the injury, if any, to the remainder.
(b) Compensation for injury to the remainder is the amount of damage to the remainder reduced by the amount of the benefit to the remainder. If the amount of the benefit to the remainder equals or exceeds the amount of damage to the remainder, no compensation shall be awarded under this article. If the amount of the benefit to the remainder exceeds the amount of damage to the remainder, such excess shall be deducted from the compensation provided in Section 1263.510, if any, but shall not be deducted from the compensation required to be awarded for the property taken or from the other compensation required by this chapter. 1263.420
Damage to the remainder is the damage, if any, caused to the remainder due to either or both of the following:
(a) The severance of the remainder from the part taken. (b) The construction and use of the project for which the property is taken in the manner proposed by the plaintiff whether or not the damage is caused by a portion of the project located on the part taken. 1263.430
Benefit to the remainder is the benefit, if any, caused by the construction and use of the project for which the property is taken in the manner proposed by the plaintiff whether or not the benefit is caused by a portion of the project located on the part taken.

PROPERTY RIGHTS APPRAISED
The property rights appraised constitute the fee simple interest in the larger parcel. The report also considers the partial acquisition rights required by the proposed project.

Fee Simple Interest
Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power and escheat.1 1 The Dictionary of Real Estate Appraisal, Seventh Edition, Appraisal Institute, Chicago, Illinois, 2022

IDENTIFICATION OF ASSIGNMENT (CONTINUED)
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Leased Fee Interest
The ownership interest held by the lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires.2
Leasehold Interest
The right held by the lessee to use and occupy real estate for a stated term and under the conditions specified in the lease. 3
Lease
A contract in which the rights to use and occupy land, space, or structures are transferred by the owner to another for a specified period of time in return for a specified rent.4 Easement
The right to use another’s land for a stated purpose. Access or right-of-way easements may be acquired by private parties or public utilities. Governments may be the beneficiaries of easements placed on privately owned land that is dedicated to conservation, open space, or preservation. 5
Temporary Easement
An easement granted for a specific purpose and applicable for a specific time period. 6

VALUE SCENARIO
As-Is Market Value
The estimate of the market value of real property in its current physical condition, use, and zoning as of the appraisal date.7

SCOPE OF WORK
The scope of work for this appraisal assignment is outlined below:
 The appraisal analyzes the regional and local area profiles including employment, population, household income and real estate trends. The local area was analyzed and inspected to consider external influences on the subject.  The appraisal analyzes legal and physical features of the subject including site size, improvement size, flood zone, zoning, easements, encumbrances, access and exposure.
 The appraisal includes a market analysis considering vacancy, absorption, supply and rent data. Conclusions were drawn for the subject’s competitive position given its physical and locational features, current market conditions and external influences.
 The appraisal includes an analysis of the highest and best use of the larger parcel. The analysis considered legal, locational, physical and financial feasibility characteristics to conclude the highest and best use of the larger parcel.
 In selecting applicable approaches to value, the appraiser considered the applicability of each traditional approach given the subject’s characteristics and the intended use of the appraisal.  Details of the analysis of the larger parcel and the parts acquired are included in valuation section of the report.

This report, including all assumptions and limiting conditions, is an integral and inseparable component of this letter.

The following appraisal presents the most relevant data collected, the methodologies applied, and the rationale supporting the opinion of value. The analyses, opinions, and conclusions have been formulated in accordance with the 2 The Dictionary of Real Estate Appraisal, Seventh Edition, Appraisal Institute, Chicago, Illinois, 2022 3 The Dictionary of Real Estate Appraisal, Seventh Edition, Appraisal Institute, Chicago, Illinois, 2022 4 The Dictionary of Real Estate Appraisal, Seventh Edition, Appraisal Institute, Chicago, Illinois, 2022 5 The Dictionary of Real Estate Appraisal, Seventh Edition, Appraisal Institute, Chicago, Illinois, 2022 6 The Dictionary of Real Estate Appraisal, Seventh Edition, Appraisal Institute, Chicago, Illinois, 2022 7 The Dictionary of Real Estate Appraisal, Seventh Edition, Appraisal Institute, Chicago, Illinois, 2022

IDENTIFICATION OF ASSIGNMENT (CONTINUED)
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guidelines and recommendations established by the Uniform Standards of Professional Appraisal Practice (USPAP), the ethical and professional requirements of the Appraisal Institute, the Uniform Relocation Assistance and Real Property Acquisition Policies Act and its implementing regulation, 49 CFR 24, the California Code of Civil Procedure.

COMPETENCY RULE COMPLIANCE
This appraisal complies with USPAP Competency Rule, ensuring the appraisers possess the necessary qualifications, experience, and expertise. The valuation is supported by professional standards, market research, and industry practices to ensure a credible and well-founded opinion of value.

ASSISTANCE PROVIDED
Assistance was provided by Kara Bill and Tina Olvera, and included researching comparable data and report writing under the supervision of the signing appraiser.

SUBJECT PROPERTY INSPECTION
The property was inspected on February 13, 2026. Adam M. Bogorad, MAI, inspected the property after a notice of decision to appraise was sent to the property owner. The property was inspected from the public right of way.

REGIONAL AREA MAP
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REGIONAL AREA ANALYSIS
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INTRODUCTION
To assess the subject's position within its regional context, we have undertaken an analysis examining the effects of historical and projected trends in population, employment, personal income, consumer spending, and housing supply and demand. This evaluation first considers a broader regional perspective, independent of the subject itself, as outlined in the Regional Area Analysis. Subsequently, we conduct a more focused examination of these factors as they pertain specifically to the subject and its immediate vicinity, which is presented in the Local Area Analysis.

REGIONAL AREA ANALYSIS
The larger parcel is located in Menifee, California. The map presented earlier in this section illustrates the larger parcel location relative to the Riverside-San Bernardino-Ontario, CA MSA metropolitan area.

Unemployment
The following graphs illustrate the trailing 18 months and trailing 10 years unemployment rate for the United States, West Region, California, Riverside-San Bernardino-Ontario, CA MSA, and Riverside County.

REGIONAL AREA ANALYSIS (CONTINUED)
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Employment
The following chart shows recent and historic employment statistics for the state of California, Riverside-San Bernardino-Ontario, CA MSA, and Riverside County.

Based on a review of historical and recent economic indicators, the regional economy within the Riverside–San Bernardino–Ontario MSA and Riverside County reflect generally stable conditions. Unemployment trends show improvement through 2019, a temporary increase in 2020 related to the COVID-19 pandemic, and a subsequent recovery, with recent levels remaining within historical norms for the region. Employment growth from 2015 through 2024 modestly outpaced statewide trends, though growth has moderated in recent years. Short-term unemployment fluctuations reflect seasonal and broader macroeconomic influences. October 2025 unemployment data is unavailable due to a federal government shutdown and does not materially affect trend interpretation. Overall, no extraordinary economic conditions were identified that would adversely affect the market assumptions or valuation conclusions relied upon in this appraisal.

LOCAL AREA MAP
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LOCAL AREA ANALYSIS
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INTRODUCTION
The larger parcel is located in the Menifee area of the South Riverside submarket. The immediate area of the subject is characterized by predominantly multifamily residential, with additional industrial, retail, and limited office uses present.

Demographics
The following information reflects key demographic statistics for the subject’s area.

Population
The estimate provided by ESRI for the current 2025 population within the subject neighborhood’s 3 mile radius is 75,602 representing a 13.68% change since 2020. ESRI’s 2025 population estimate for the subject’s 5 mile radius is 148,768, which represents a 19.78% change since 2020.

With respect to projecting future trends, ESRI estimates that the population within the subject neighborhood’s 3 mile radius is forecasted to change to 77,662 by the year 2030. As for the broader area, ESRI forecasts that the population within the subject’s 5 mile radius will change to 154,960 over the next five years. The population estimates for the next five years within the subject’s 5 mile radius represents a 4.16% change as well as a 0.10% change within the subject’s 1 mile radius for the same period.

Households
The estimates provided by ESRI indicate that the number of households within the subject neighborhood’s 3 mile radius is 27,750, which is a 13.27% change since 2020. Within the subject’s broader 5 mile radius, ESRI estimates that the number of households is 48,996, a 19.77% change over the same period of time.

LOCAL AREA ANALYSIS (CONTINUED)
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By the year 2030, the estimates provided by ESRI indicate that the number of households within the subject neighborhood’s 3 mile radius will change by 3.56% to 28,738 households. Additionally, ESRI’s estimate for total households over the next five years within the subject’s broader 5 mile radius indicates an expected change of 4.98% which will result in a total household estimate of 51,436.

Considering historic trending, the number of households in the subject neighborhood’s 3 mile radius changed 20.34% during the ten-year period of 2010 to 2020. Since then it has changed by 13.27%.

Income
Income estimates provided by ESRI for the subject neighborhood’s 3 mile radius indicates that the median household income is $84,150 and that the average household income is $106,338. Further, the estimates provided by ESRI indicate that, for the subject’s broader 5 mile radius the median household income is $96,495, and the average household income is $118,551. Given that there are reportedly 48,996 households in the subject’s 5 mile radius, it is estimated that the local effective buying income is around $5,808,524,796.

Demographics Conclusion
Based on our observation and the data provided by ESRI, it is perceived that the income and population demographics for the subject neighborhood exhibit above average characteristics in terms of reported population growth and income levels. As previously mentioned, the population growth for the subject’s 3 mile radius has increased 13.68% since 2020 and based on the projections provided by ESRI, it is expected to continue to increase another 2.72% during the next five years. Lastly, we perceive that, since average household incomes are above the national average ($106,338, for the subject’s 3 mile radius) and given that the area is well-populated (27,750 households in a 3 mile radius), developments like the subject should be adequately supported.

LOCAL AREA ANALYSIS (CONTINUED)
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SURROUNDING LAND USES
The following tables and maps highlight the development in and around the subject.

LOCAL AREA ANALYSIS (CONTINUED)
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LOCAL AREA ANALYSIS (CONTINUED)
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LOCAL AREA ANALYSIS (CONTINUED)
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LOCAL AREA ANALYSIS (CONTINUED)
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Land uses within the subject’s immediate neighborhood are characterized by a variety of different uses. Commercial uses are primarily neighborhood-serving in nature and are concentrated along McCall Boulevard and nearby arterial corridors. These uses include small shopping centers, convenience retail, medical and dental offices, senior-oriented services, restaurants, auto-related uses, and gas stations with convenience stores.

Additional light industrial and business-park uses are present along Antelope Road and in limited pockets south of McCall Boulevard. Overall, the area reflects a mix of residential, commercial, and light industrial land uses, with multifamily residential development comprising the largest share of surrounding land use. The accompanying chart illustrates the predominance of multifamily uses relative to industrial, retail, and office properties in the immediate area.

LOCAL AREA ANALYSIS (CONTINUED)
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RECENT DEVELOPMENT
Based on CoStar's research, there appears to be about 2 projects that have been recently developed. All of these projects are perceived to be within 0.9 miles of the subject. The range in size of developments is 3,200 SF to the largest development of 3,500 SF. Overall, the average size of recent developments in the area is 3,350 SF. Further, it appears that most of the developments are varied in nature.

The following table details our findings:

DEVELOPMENT PIPELINE
Under Construction
Based on CoStar's research, there appears to be about 2 projects that are currently under construction. All of these projects are perceived to be within 2.0 miles of the subject. The range in size of developments when completed is 6,000 SF to the largest development of 1,252,216 SF. Overall, the average size of future developments in the area is 629,108 SF.

LOCAL AREA ANALYSIS
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The following table details our findings:

Proposed
Based on CoStar's research, there appears to be about 12 projects that are proposed for construction. All of these projects are perceived to be within 2.0 miles of the subject. The range in size of proposed developments is 2,400 SF to the largest proposed development of 9,750,000 SF. Overall, the average size of proposed developments in the area is 977,398 SF.

LOCAL AREA ANALYSIS
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The following table details our findings:

ECONOMIC INFLUENCES
Recognizing the economic status of the local area is essential, as income levels serve as a key indicator of the population's capacity to purchase, rent, and maintain property. Additionally, the area's economic conditions provide insight into consumer demand for goods and services. Relevant economic factors include income levels, the proportion of property ownership versus rental, rental rates, trends in rent levels, property vacancies, and new construction activity.

The majority of the housing units within the area are owner occupied, which contrasts with relative similarity to other parts of Menifee.

GOVERNMENT INFLUENCE
Governmental considerations relate to zoning, building codes, regulations, flood plain restrictions, special assessment, property tax and empowerment zones.

Zoning in the area is mixed, including commercial, residential and industrial designations. Zoning code is enforced by the municipality and enforcement in all areas of City of Menifee is considered to be strong. Rezoning is typically discouraged and requires public input in all municipalities. Building codes are in force and require a certain standard of construction quality and design. This is a typical influence on properties similar to the subject and falls in line with the zoning classification.

Property taxes in the area are established by Riverside County and are assessed based on valuation. Considering broad authority of the county administration, the assessments in the neighborhood are similar to other neighborhoods in the metropolitan area. There are no known special assessments that affect property in the neighborhood.

LOCAL AREA ANALYSIS (CONTINUED)
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ACCESS/PUBLIC TRANSPORTATION
The street system in the subject neighborhood is generally aligned along section and half-section lines. The primary east/west arterial is McCall Boulevard, which extends from the Interstate 215 interchange eastward to Menifee Road.

Major north/south roadways include Antelope Road, Bradley Road, and Menifee Road, which provide access through the surrounding residential and commercial areas. Regional access is provided by Interstate 215. Public bus service is available within the area. Overall, access to the subject neighborhood is considered typical for the metropolitan Menifee area.

ENVIRONMENTAL INFLUENCES
The subject area is considered to be a typical neighborhood with typical development patterns. There are no extraordinary topographical features, nuisances, or hazards. Public utilities are available in most areas. The area has both public and private schools in adequate supply and quality.

LOCAL AREA SUMMARY
The local area consists of a mix of residential neighborhoods and neighborhood-serving commercial uses, with additional light industrial development along major corridors. During the COVID-19 period, the Menifee market exhibited stable to increasing residential demand, supported by sustained in-migration and relative affordability within the region. With ongoing population and household growth and a consistent level of commercial activity, the area is expected to remain stable in the near term.

SITE DESCRIPTION
KOI Holdings Property 23

LARGER PARCEL DETERMINATION
In right-of-way appraisals conducted in California, the determination of the "larger parcel" is a foundational step in evaluating the impact of a partial acquisition. This concept helps establish whether the property being acquired is part of a broader economic unit that should be considered in the valuation process.

The larger parcel is identified by applying three key criteria: unity of ownership, contiguity, and unity of use. Unity of ownership requires that the parcels be held by the same legal entity. Contiguity refers to the physical connection or proximity between parcels. Unity of use considers whether the parcels function together in a common or complementary manner that supports a single economic purpose.

When these elements are reasonably satisfied, the parcels may be treated collectively as the larger parcel. This approach ensures that the appraisal reflects the full extent of the property's integrated use and the potential impact of the acquisition on its overall value.

For this appraisal assignment, the larger parcel is concluded to consist of the subject property, which comprises two contiguous legal parcels under common ownership. The property is located along McCall Boulevard in Menifee, between east Chatham Lane and west Antelope Road, and is currently vacant land. The two parcels function together as a single economic unit and are therefore considered one larger parcel for appraisal purposes.

The larger parcel in this analysis is identified as follows:

SITE DESCRIPTION
Shape and Configuration The subject site comprises two contiguous parcels, generally rectangular in shape, configuration to support development consistent with applicable zoning. The configuration is considered typical for properties along the McCall Boulevard corridor and does not present apparent limitations to site utility. No apparent surplus or excess land was observed; the reported site area is assumed accurate, subject to verification by a formal survey.

Topography and Drainage The site is generally level and appears physically adequate to support future development.

No independent soils, geotechnical, or engineering studies were provided for review. Drainage is assumed to occur via surface flow to the public stormwater system.

Access and Frontage The property fronts McCall Boulevard, a major east–west arterial providing access to Menifee Road and regional connectivity to Interstate 215. Site access is considered typical for properties along this corridor and appears adequate for uses permitted under current zoning.

Utilities and Off-Site Improvements All customary public utilities, including water, sewer, electricity, and telecommunications, are assumed to be available to the subject property. The area is served by established public infrastructure. No independent utility capacity studies were performed as part of this appraisal.

Easements We have reviewed a preliminary title report which is included in the addenda of this report. The report lists exceptions to title, which include various utility and access easements that are typical for a property of this type. The valuation concludes that there are no adverse impacts resulting from any easements, encroachments or restrictions.

We assume that the subject has clear and marketable title.

Soils A detailed soils analysis was not available for review. Based on the physical characteristics of the site and surrounding development patterns, the soils appear stable and suitable for potential development.

SITE DESCRIPTION (CONTINUED)
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Site Conclusion In conclusion, the site’s physical characteristics appear to be supportive of development in accordance with its highest and best use.

Hazardous Waste No environmental reports were provided for review. The appraisers are not aware of any hazardous substances affecting the property. If questions arise, the reader is strongly cautioned to seek qualified professional assistance in this matter. Please see the Assumptions and Limiting Conditions for a full disclaimer.

PLAT MAP
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AERIAL PHOTOGRAPH
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The subject boundary identification is identified in the aerial image shown above.

FLOOD MAP
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REALIST
333-050-014, CA, Riverside County
APN 333-050-014 | CLIP 3422635523
Special Flood Hazard Area (SFHA) Out
Community Participation Status R - Regular
Distance to 100 yr Flood Plain 3342 ft
Community Number - Map Panel & Suffix 060176-2060H
Flood Zone Code X
Panel Date August, 18, 2014
County Riverside
Original Panel Firm Date August, 28, 2008
FIPS Code 06065
Coastal Barrier Resource Area (CBRA) Out
Community Name Menifee, City Of
Letter of Map Amendment (LOMA) N/A

STANDARD FLOOD MAP

TAXES & ASSESSMENT
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TAXATION & ASSESSMENT
Real estate tax assessments in California are managed by the respective county assessor's office, with valuations determined based on county jurisdiction. Property taxation in the state is governed by California law, including Proposition 13, which remains in effect today and continues to shape assessment practices and tax policies across all local jurisdictions. Originally approved by voters on June 7, 1978, Proposition 13 significantly restructured California’s property tax system by limiting reassessments and establishing strict caps on annual tax increases.

Under Proposition 13, reassessments typically occur only when there is a triggering event, such as a change in ownership or new construction. Otherwise, annual increases in assessed value are restricted to a maximum of 2%, plus any additional rates necessary to service bonded indebtedness. In addition to standard property taxes, special assessments may apply, often associated with infrastructure improvements or other local funding initiatives. While tax rates vary by county, they generally fall within a range of approximately 1.1% to 1.4% of a property's assessed value.

The larger parcel tax assessments are administered by Riverside County.

CONCLUSION
Due to Proposition 13, assessed property values often lag behind market values. Since reassessments are limited and annual increases are capped, long-held properties typically have lower assessed values than their current market worth. This gap reflects the tax structure in contrast to real-time pricing trends. In this analysis, our concluded larger parcel value is higher than the most recent land value assessment.

ZONING
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ZONING
The following chart summarizes the zoning requirements and development standards.

ZONING CONCLUSION
The current use for the subject property is commercial land and is a permitted use based on the current zoning guidelines. A zoning change for the subject does not appear likely.

ZONING MAP
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IMPROVEMENTS DESCRIPTION
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IMPROVEMENTS DESCRIPTION
The subject property is vacant land with no on-site structural improvements.

To the extent that any site improvements exist within the temporary acquisition areas, we have been informed that they will be relocated, protected in place, or replaced in like kind on the remainder at no expense to the property owner.

MARKET ANALYSIS
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MARKET ANALYSIS OVERVIEW
This section includes an examination and analysis of market conditions which influence the subject property. An overview of Retail supply and demand conditions for the Inland Empire market and South Riverside submarket are presented. Key supply and demand statistics for the most recent quarter, last year and historical averages over the past 10 years are summarized in the tables below.

The Inland Empire Retail market shows modest inventory growth over the past year, with supply increasing marginally.

Vacancy rates have risen from approximately 5.9% in late 2024 to 6.5% as of Q3 2025, reflecting recent softening.

Asking rents have continued a long-term upward trend, though net absorption has been negative in several recent quarters, indicating near-term demand pressure.

The South Riverside Retail submarket remains relatively stable compared to the broader market, with lower vacancy levels generally ranging from the mid-4% range and asking rents consistently above the overall market average. Recent quarters show positive submarket absorption despite broader market weakness.

MARKET ANALYSIS
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VACANCY
The following tables provide visual illustration of the long term and short term Retail vacancy for the Inland Empire market and South Riverside submarket.

RENTAL RATES
The following tables provide a visual illustration of rental Retail trends for the Inland Empire market and South Riverside submarket in the short and long term:

DELIVERIES
The following tables provides the recently delivered and under construction Retail supply for the Inland Empire market and South Riverside submarket:

MARKET ANALYSIS
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Recent retail deliveries within the Inland Empire have remained limited, representing a small percentage of total inventory and indicating restrained new supply. Development activity has moderated compared to prior years, while space under construction increased modestly in 2025 but remains low relative to overall market size. The South Riverside submarket reflects similarly constrained delivery levels and a comparatively small construction pipeline.

Overall, retail construction activity is considered controlled and was not observed to materially alter prevailing market conditions. Despite short-term absorption volatility, constrained new supply and sustained rent levels indicate stable land demand for well-located commercial sites.

MARKET INTERVIEWS
As part of this analysis, recent transactions and trends were discussed with knowledgeable local brokers, agents, and owners. Of the participants that were interviewed, the majority pointed to a bottoming in pricing in the residential and the commercial markets in the immediate area and was optimistic of new activity and recently completed transactions.

CONCLUSION
The Inland Empire retail market reflects generally stable conditions with limited new supply, steady rents, and improving absorption in Q4 2025. The South Riverside submarket exhibits tighter conditions, characterized by sharply lower vacancy, minimal construction activity, and rents well above the regional average, indicating strong demand relative to supply. Despite short-term absorption volatility, constrained new supply, sustained rent levels, and limited new retail deliveries indicate stable demand for well-located commercial land, supporting the concluded unit land values and a positive market conditions adjustment in the Sales Comparison Approach.

HIGHEST & BEST USE
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INTRODUCTION
The highest and best use of the larger parcel forms the basis for the valuation section. Highest and best use is defined in the 7th edition of The Dictionary of Real Estate Appraisal (Appraisal Institute, Chicago, 2022), as follows:

1. The reasonably probable use of property that results in the highest value. The four criteria that the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity.

2. The use of an asset that maximizes its potential and that is possible, legally permissible, and financially feasible.

The highest and best use may be for continuation of an asset’s existing use or for some alternative use. This is determined by the use that a market participant would have in mind for the asset when formulating the price that it would be willing to bid.

3. The highest and most profitable use for which the property is adaptable and needed or likely to be needed in the reasonably near future.

Highest and best use analysis uses the following steps for the subject:
 Highest & Best Use As Vacant
 Determination of the ideal improvements
 Highest & Best Use As Improved
 Conclusion of the Highest & Best Use
The highest and best use analysis integrates legal permissibility and physical possibility within the broader market evaluation, ensuring that potential uses comply with zoning regulations, legal constraints, and the site's physical characteristics while remaining viable in current economic conditions. As the final step in a comprehensive assessment, this analysis progresses from broad market trends to detailed studies of demand, financial feasibility, and productivity.

The goal is to determine the most profitable and reasonable use of the property—one that is legally permissible, physically possible, financially feasible, and maximally productive.

This section develops the highest and best use of the larger parcel As-Vacant and As Improved.

AS VACANT ANALYSIS
In this section the highest and best use of the subject as vacant is concluded after taking into consideration financial feasibility, maximal productivity, marketability, legal, and physical factors.

Legally Permissible
Private restrictions, zoning, building codes, historic district controls, and environmental regulations are considered, if applicable to the subject site. The legal factors influencing the highest and best use of the subject site are primarily government regulations such as zoning ordinances. Permitted uses of the subject’s Economic Development CorridorMcCall Blvd. (EDC-MB) include mostly commercial development scenarios. Zoning change is not likely; therefore, uses outside of those permitted by the EDC-MB zoning are not considered moving forward in the as-vacant analysis.

Physically Possible
The test of what is physically possible for the subject site considers physical and locational characteristics that influence its highest and best use. In terms of physical features, the subject site totals 4.2600-acres (185,566 SF), it is rectangular in shape and has a level topography. The site has average exposure and average overall access. There are no physical limitations that would prohibit development of any of the by-right uses on the site.

Financial Feasibility
Based on the analysis of the subject’s market and an examination of costs, a newly constructed building similar to the subject would likely have a value commensurate with its cost; however, a speculative build is not prudent and the site should only be developed for an identified user.

HIGHEST & BEST USE
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Maximum Productivity
There is only one use that creates value and at the same time conforms to the requirements of the first three tests.

Financial feasibility, maximal productivity, marketability, legal, and physical factors have been considered and the highest and best use of the subject site as-vacant concluded to be commercial.

The highest and best use for the larger parcel is commercial development, contingent upon a previously required street dedication.

AS IMPROVED ANALYSIS
As the property is vacant and contains no structural improvements, an analysis of highest and best use as improved is not applicable.

HIGHEST AND BEST USE – AFTER CONDITION
In the after condition, the proposed acquisition consists of a partial acquisition along the boundary of the subject property fronting McCall Boulevard. The acquisition affects only a minor perimeter portion of the site and does not impair access to the remainder. As the property is vacant, no structural improvements are impacted. The remainder retains the physical and legal characteristics necessary to support commercial development consistent with the zoning designation. Accordingly, the highest and best use of the property remains unchanged in the after condition.

VALUATION METHODOLOGY
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VALUATION METHODOLOGY
Appraisers typically consider three approaches to estimating the market value of real property. These are the cost approach, sales comparison approach and the income capitalization approach. Each approach is considered for applicability and applied under the assumption that the property is analyzed at its highest and best use. The selection of applicable approaches is based on the characteristics of the property and market conditions, with the final opinion of value derived through professional judgment and reconciliation of relevant analyses.

Cost Approach
The cost approach considers the cost to replace the proposed improvements, less accrued depreciation, plus the market value of the land. The cost approach is based on the understanding that market participants relate value to cost. The value of the property is derived by adding the estimated value of the land to the current cost of constructing a reproduction or replacement for the improvements and then subtracting the amount of depreciation in the structure from all causes. Profit for coordination by the entrepreneur is included in the value indication.

Sales Comparison Approach
The sales comparison approach estimates value based on what other purchasers and sellers in the market have agreed to as price for comparable properties. This approach is based upon the principle of substitution, which states that the limits of prices, rents, and rates tend to be set by the prevailing prices, rents, and rates of equally desirable substitutes.

In conducting the sales comparison approach, I gather data on reasonably substitutable properties and make adjustments for transactional and property characteristics. The resulting adjusted prices lead to an estimate of the price one might expect to realize upon sale of the property.

Income Capitalization Approach
The income capitalization approach (“income approach”) simulates the reasoning of an investor who views the cash flows that would result from the anticipated revenue and expense on a property throughout its lifetime. The net income developed in our analysis is the balance of potential income remaining after vacancy and collection loss, and operating expenses. This net income is then capitalized at an appropriate rate to derive an estimate of value or discounted by an appropriate yield rate over a typical projection period in a discounted cash flow analysis. Thus, two key steps are involved: (1) estimating the net income applicable to the subject and (2) choosing appropriate capitalization rates and discount rates. The appropriate rates are ones that will provide both a return on the investment and a return of the investment over the life of the particular property.

Valuation of the Larger Parcel and the Parts Acquired
The first step in our valuation of the proposed acquisitions is to value the larger parcel. To accomplish this, we value the larger parcel by way of the applicable approaches to value indicated above. In this analysis, we value the larger parcel as land only, as the land value is used as the basis for certain aspects of the acquisition valuation. For this reason, we rely on the sales comparison approach to conclude an underlying land value for the site. The cost approach and income capitalization approaches are not used to value the larger parcel as a whole, but elements of those approaches are used in the valuation of the parts acquired.

After the larger parcel is valued, we then value the proposed acquisitions as a portion of the overall larger parcel. Our analysis of the proposed permanent acquisition and the potential severance damages and project benefits that may accrue to the remainder parcel are considered in the following sequence:
 Property rights that represent the permanent part acquired are distinguished from the consequential impact to the remainder parcel.
 The property rights of the part acquired are appraised, and our opinion of value for the parts acquired is expressed.
 The potentially adverse consequences of the permanent easements and the project on the remainder parcel are examined, quantified, and expressed as our opinion regarding potential severance damages.  The potentially beneficial consequences of the project on the remainder parcel are examined, quantified, and expressed as our opinion regarding potential project benefits.

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 The results of these studies are reflected in the value of the remainder parcel, and in the conclusions, we express with regard to severance damages and project benefits.  We consider potential mitigation costs that may be required to offset potential severance damages, if applicable.
 Lastly, consideration is given to the temporary acquisition, valued as part of the remainder parcel.

Porterville Doctrine
The appraisal applies the before-and-after valuation consistent with California eminent domain practice and the Porterville doctrine. The subject property is a vacant parcel with development potential under applicable zoning and land use regulations. The acquiring agency has confirmed that any future development of the site would require dedication of the area being acquired for public improvements.

In the “before” condition, the larger parcel is valued at its highest and best use as if vacant land, using comparable land sales reflective of similar developmental potential. However, because the acquisition area would have been required for dedication as a condition of future development, its contributory value is limited to its non-developmental utility, such as open space. This reflects the legal constraint that the strip cannot contribute independent development potential due to required dedication.

The part taken is then valued separately based on its independent utility under the dedication requirement, using comparable sales of land with similar limited functional characteristics such as open space/agricultural. The remainder is valued in the “after” condition at its highest and best use, with consideration given to any severance damages or special benefits resulting from the acquisition.

It has been confirmed with Jorge Aguilar, Assistant Engineer from the City of Menifee Planning Department, that the area impacted by the permanent roadway acquisitions would be required for street dedication in conjunction with the approval of development plans for the vacant parcel. This requirement was in effect prior to the project associated with this acquisition.

This methodology ensures compliance with USPAP and California Code of Civil Procedure §1263.320 and reflects the legal constraints on the acquisition area’s highest and best use.

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SITE VALUATION
This section includes the land valuation of the larger parcel by comparing it with substitute land sales or listings within the local market area or in competitive areas throughout the region. Land value is influenced by a number of factors; most notably development and use potential. These factors, as well as others, are factored in the following analysis.

UNIT OF COMPARISON
The most relevant unit of comparison for competing land is the $/SF. All of the comparable sales presented in this section were reported on this basis.

COMPARABLE SELECTION
A thorough search was made for similar land sales in the area. The parameters of the survey were highest and best use, zoning, proximity to the subject, size, and date of sale. In selecting comparable sales, emphasis was placed on confirming recent sales of sites that are similar to the larger parcel in terms of location and physical characteristics.

Overall, the sales used represent the best comparables available for this analysis.

QUANTITATIVE ADJUSTMENTS
Quantitative adjustments to the comparable sales (in each respective data set) were considered and made when warranted for expenditures after purchase, property rights transferred, conditions of sale, financing terms, and market conditions.

1. Property Rights - All of the sales comparables were fee simple sales reflecting the property rights appraised herein per the scope of work in this analysis.

2. Financing - The sales all reflected typical cash equivalent, lender-financed transactions and no adjustments were required for financing terms.

3. Sale Conditions - None of the comparables required a condition of sale adjustment, as all were confirmed to be arm’s length transactions.

4. Expenditures After Sale - No adjustments are warranted based on review of the land sales

5. Market Conditions (Time) – An analysis of the commercial and residential mixed-use market in in the subject property vicinity, over the period of comparable sales through the date of value, indicates a period of value appreciation that has been inconsistent. There was significant market growth prior to mid-2022, and then an increase in interest rates and inflation led to a growth rate that was more modest, if not flat at times. In this analysis we have relied on the CoStar Repeat-Sale Indices (CCRSI) to track property price appreciation over time and have used it as the basis for upward quantitative adjustments to the comparable sales, accounting for market appreciation since their respective transaction dates.

QUALITATIVE ADJUSTMENT PROCESS
Following the initial quantitative adjustments, this section applies a hybrid approach incorporating qualitative adjustments. Additional elements of comparison—such as location quality, site size, access, exposure, and other relevant physical characteristics—are analyzed through a qualitative framework that ensures a comprehensive valuation.

These qualitative adjustments consider market perceptions and reflect how each factor influences the value of the larger parcel relative to the comparable sales. They are informed by appraisal expertise, market research, analysis, and paired sales analysis where applicable. This balanced approach ensures that both quantitative and qualitative considerations are integrated to derive a well-supported and market-reflective conclusion of land value.

APPLICATION OF THE PORTERVILLE DOCTRINE
The valuation approach is guided by the principles established in City of Porterville v. Young and clarified in City of Perris v. Stamper. Under the Porterville doctrine, when a partial acquisition involves land that would have been

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required for dedication as a condition of development, the value of the part taken is based on the use that would not trigger dedication, typically open space or agricultural use, rather than its highest and best use for development.

This principle ensures that the valuation reflects the property’s actual utility under lawful regulatory requirements. In this case, the acquiring agency has confirmed that future development of the larger parcel would require dedication of the acquisition area for public improvements. Therefore, the acquisition area is valued as open space both in its independent valuation and in its contributory role within the larger parcel. This approach is consistent with California eminent domain law and established appraisal practice.

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The analyses required to appropriately value the larger parcel and the parts acquired are included in this section. In this report we consider open space and commercial land sales and begin with the presentation of open land sales.

OPEN-SPACE LAND SALES SUMMARY
Open land sales represent the data set used to value the area that would be required for street dedication under a scenario where the property is developed based on its highest and best use. The area required for street dedication can only remain as part of the larger parcel if no development occurs and the land is essentially left as vacant open space. Due to limited transactional data for non-developable dedication strips, broader regional open-space sales were analyzed to reflect market behavior for land with similarly constrained utility.

The following Open-Space Land Sales Summary Table, location map and exhibits summarize the sales data. Following these items, the sales are analyzed for applicable elements of comparison and the site value is concluded.

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LAND SALE EXHIBITS

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LAND SALES ADJUSTMENT DISCUSSION
The comparable land sales indicate an overall unadjusted value range from $0.05/SF to $0.45/SF, and average of $0.24/SF. After adjustments, the comparables indicate a revised range for the subject site between $0.05/SF and $0.44/SF with an average of $0.24/SF. The adjustment process is described below.

Land Sale 1 ($0.32/SF Adjusted) – - The comparable sale is a vacant rural residential parcel located on Hidden Falls Road in the unincorporated Winchester area of Riverside County, California (ZIP Code 92596). The site contains approximately 187,308 square feet (±4.30 acres) and is zoned Rural Residential (RR). The parcel is situated in an area characterized by low-density residential development on similarly sized lots. The property is accessed from a local roadway and is located within reasonable proximity to regional amenities and recreational uses common to the Winchester/Temecula area. The zoning designation permits single-family residential development consistent with surrounding land uses. No on-site improvements were present at the time of sale. This sale is considered indicative of market value for vacant rural residential land in the Winchester submarket.

Land Sale 2 ($0.17/SF Adjusted) – - The comparable sale is a vacant land parcel located near Olive Street in the unincorporated Wildomar area of Southwest Riverside County. The site comprises approximately 667,775 square feet (±15.33 acres) and is situated within hilly terrain with elevated topography and distant views of the surrounding area.

The property is located east of Interstate 15 and west/south of the Canyon Lake Hills area, within a semi-rural setting characterized by large-lot residential and undeveloped parcels. No on-site improvements were noted at the time of sale. Access is provided via local roadways typical of the Wildomar hillside submarket. The site is zoned for rural residential use, permitting low-density residential development subject to County and City of Wildomar regulations.

This sale is considered reflective of market behavior for large rural residential acreage parcels in the Southwest Riverside County region.

Land Sale 3 ($0.44/SF Adjusted) – - The comparable sale is an unimproved rural land parcel located along De Luz Road in the Fallbrook area of northern San Diego County (ZIP Code 92028). The site contains approximately 354,578 square feet (±8.14 acres) and is situated in a hillside rural area characterized by large-lot agricultural and residential uses. The property includes natural vegetation with mature oak and sycamore trees and a seasonal drainage course.The parcel reportedly has no established physical access at the time of sale. No site improvements or utilities were observed. The topography and rural setting support agricultural or low-density rural residential use, subject to County zoning regulations.

Land Sale 4 ($0.21/SF Adjusted) – - The comparable sale is a vacant rural residential lot located near Chameleon Road and Coral Canyon Way in the Hemet area of Southwest Riverside County (APN 470-100-016). The site contains approximately 844,193 square feet (±19.38 acres) and is situated in a hillside location with views of the Diamond Valley Lake area. Surrounding land uses consist primarily of large-acreage rural residential and undeveloped parcels. The property includes perimeter fencing, limited clearing in select areas, and a storage container; no permanent site improvements were observed. Access is provided by local rural roadways typical of the area.

Land Sale 5 ($0.05/SF Adjusted) – - The comparable sale is a vacant land parcel located near Sandalwood Road in the Calimesa area of Riverside County, California (Area 269 – Yucaipa/Calimesa/Oak Glen). The site contains approximately 217,800 square feet (±5.00 acres) and is situated in a hilly, rural setting. The surrounding area appears to consist of low-density rural residential development and undeveloped land. The parcel is unimproved and appears to be landlocked with no legal access at the time of sale. The property is zoned W-2 (Watercourse), which significantly restricts development and limits allowable uses primarily to open space, drainage, and flood-control-related purposes, subject to County and Flood Control District regulations.

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LARGER PARCEL OPEN SPACE LAND VALUE CONCLUSION
The following table summarizes the comparable land sales analysis and applies the unit value conclusion to the site area to provide an indication of the as-vacant land value.

Based on the foregoing discussion of comparability, the market data and the larger parcel may be arrayed as shown below.

The comparable properties have been analyzed, and qualitative comparisons have been applied to each sale based on relevant property characteristics. After evaluating the offsetting indicators of superiority and inferiority, the sales have been arrayed in the preceding table relative to the subject property. Based on the analysis of the comparable sales, we have bracketed the portion of the larger parcel required for street dedication between sales 1 and 3, with greatest weight given to Sale 1.

0.32 0.18

0.45 0.21

0.05 0.32

0.17 0.44

0.20 0.05
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
COMP 1 COMP 2 COMP 3 COMP 4 COMP 5

UNADJUSTED & ADJUSTED PRICE
Transaction Price $/SF Final Adjusted $/SF Unadjusted Adjusted

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COMMERCIAL LAND SALES SUMMARY
Commercial land sales are used to value the portion of the site that can be developed in accordance with the concluded highest and best use. This is the majority of the larger parcel site.

The following Commercial Land Sales Summary Table, location map and exhibits summarize the sales data. Following these items, the sales are adjusted for applicable elements of comparison and the site value is concluded.

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LAND SALE EXHIBITS

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LAND SALES ADJUSTMENT DISCUSSION
The comparable land sales indicate an overall unadjusted value range from $17.36/SF to $31.72/SF, and average of $26.16/SF. After adjustments, the comparables indicate a revised range for the subject site between $18.44/SF and $33.69/SF with an average of $27.29/SF. The adjustment process is described below.

Land Sale 1 ($29.02/SF Adjusted) – - The comparable sale is a vacant 1.43-acre (62,291 SF) raw land parcel zoned SP (Specific Plan) and situated along Newport Road, a primary commercial corridor in Menifee with direct access to Interstate 215 approximately one-half mile to the west. The site is generally level and unimproved. According to CoStar, no off-site improvements or utilities are currently available to the parcel, including curb, gutter, sidewalk, water, sewer, electricity, gas, telephone, cable, irrigation, or paved streets. Despite this lack of infrastructure, the location provides strong exposure and convenient regional access, supporting its suitability for future commercial development within the growing South Riverside.

Land Sale 2 ($26.60/SF Adjusted) – - The comparable sale consists of a 2.02-acre (87,991 SF) commercial parcel zoned CR (Commercial Retail), located along Bradley Road with additional frontage along Interstate 215, providing strong visibility and regional access. The site is level and in raw condition, but CoStar reports full off-site improvements such as curb, gutter, sidewalk, and all utilities available at the street.

Land Sale 3 ($33.69/SF Adjusted) – - This comparable sale is a vacant 0.76-acre (33,106 SF) commercial parcel with level topography and a finished-grade condition. The site is located directly on Newport Road, a major commercial arterial serving the Menifee trade area and providing immediate access to Interstate 215 approximately one-half mile to the west. The parcel benefits from full off-site improvements, including curb, gutter, sidewalk, paved streets, and all customary public utilities (water, sewer, electricity, gas, telephone, cable, and irrigation). The SP (Specific Plan) zoning allows a range of commercial and mixed-use development consistent with corridor growth and adjacent land use patterns. Its frontage along Newport Road positions it within an active commercial corridor characterized by ongoing growth, strong traffic counts, and proximity to major regional retail anchors near the I-215 interchange.

Land Sale 4 ($27.09/SF Adjusted) – - This comparable sale consists of a 0.81-acre (35,284 SF) rough-graded commercial parcel (APN 392-270-038) located along Clinton Keith Road in Murrieta. The property is zoned RC (Rural Commercial), allowing a range of commercial, retail, and service uses, including potential fast-food or pad development. The site offers good visibility and access along a major arterial serving the Murrieta and French Valley areas.

Land Sale 5 ($18.44/SF Adjusted) – - This comparable sale consists of 5.82 acres (253,519 SF) of vacant land located along Patricia Lane, west of Interstate 215, in Perris, within the South Riverside submarket. The property benefits from direct freeway exposure, with approximately 662 feet of frontage along I-215, and is generally level and unimproved.

According to CoStar, full off-site improvements are available, including paved streets and all customary public utilities.

The site is zoned CC (Community Commercial), permitting retail, office, and service-oriented uses intended to serve the City of Perris and surrounding neighborhoods. The property was purchased on January 31, 2024, for $4,400,000, reflecting an unadjusted price per SqFt approximately $17.36 per square foot. The transaction was recorded, involved cash to the seller, and no atypical conditions were reported. This sale provides a relevant indicator of market value for commercially zoned land with freeway exposure in the South Riverside corridor.

Land Sale 6 ($28.89/SF Adjusted) – - This comparable consists of a 1.31-acre (57,064 SF) vacant land parcel located along Antelope Road in the City of Menifee. The site is currently undeveloped and comprises a single legal parcel (APN 340-620-026). The surrounding area includes a mix of commercial and residential development, with Antelope Road serving as a primary north–south arterial within the South Riverside submarket. The parcel benefits from strong visibility and access along Antelope Road, supported by high traffic volumes along the corridor. The property’s size and location are suitable for future commercial development consistent with surrounding land uses.

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LARGER PARCEL COMMERCIAL LAND VALUE CONCLUSION
The comparables indicate a unit value, based on a general bracketing analysis, between $18.44/SF and $33.69/SF.

The following table summarizes the comparable land sales analysis and applies the unit value conclusion to the site area to provide an indication of the as-vacant land value.

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The comparable properties have been analyzed, and qualitative comparisons have been applied to each sale based on relevant property characteristics. After evaluating the offsetting indicators of superiority and inferiority, the sales have been arrayed in the preceding table relative to the subject property. Based on the analysis of the comparable sales, we have bracketed the portion of the larger parcel capable of being developed to its highest and best use between sales 4 and 2, with greatest weight given to Sale 4.

RECONCILIATION AND LARGER PARCEL LAND VALUE CONCLUSION
The open space land sales provide the basis for valuing the street dedication area, while the commercial land sales form the basis for valuing the remainder portion of the larger parcel, which retains development potential. Although the larger parcel possesses development potential, the acquisition area would have been required to be dedicated for public improvements as a condition of future development and therefore does not contribute independent commercial development potential; accordingly, greater weight is placed on the open space land sales as most reflective of the legally permissible and physically feasible utility of the part taken under the Porterville doctrine, while the commercial land sales provide context for the overall development potential of the larger parcel.

Based on this analysis, our opinion of fair market value of the fee simple interest in the underlying land of the larger parcel, as of the date of this report, is indicated in the following table.

VALUATION OF THE PARTS ACQUIRED
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VALUATION OF THE PARTS ACQUIRED
The following section outlines our analysis of the parts acquired.

METHODOLOGY FOR VALUATION OF PARTS ACQUIRED
In the previous section, we determined a land value for the larger parcel on a price per square foot basis. This value is used in the value of the parts acquired.

The first step in determining the fair market value associated with the parts acquired is to value the permanent parts to be acquired as part of the larger parcel. This includes a land value for the proposed permanent acquisition area. The next step in the analysis is to determine the net damages, if any, that accrue to the remainder by reason of the acquisition and construction of the project in the manner proposed. This analysis involves determining the value of the remaining property before and after the acquisition, as land value only. The difference between the value of the remainder in before condition, and the value of the remainder in the after condition, represents the loss in value that accrues to the remainder property by reason of the acquisition and construction of the project in the manner proposed.

Severance damages that are calculated are then offset by project benefits, if any. Lastly, the temporary construction easement is valued, if applicable.

PROPOSED PROJECT DESCRIPTION
The City of Menifee has approved the development of Menifee Valley Project. Brookfield Properties (Brookfield) is the developer for the Project and is undertaking a preliminary assessment of the area and potential public infrastructure needs. As part of the project, Brookfield proposes to widen McCall Boulevard in the City of Menifee, which will be known as the McCall Boulevard Improvement Project (the "Project"). The project proposes to enhance connectivity between Menifee Rd and the Interstate 215. The improvements would enable traffic to transition more efficiently and reduce traffic congestion through road widening and increased lane counts. The project will also relocate and modernize certain utilities and traffic signals.

PARTS ACQUIRED
The following table outlines the proposed acquisitions.

Public Road & Utility Easement
The Public Road and Utility Easement consist of a narrow strip of land along the McCall Boulevard frontage of the larger parcel and functions as a road dedication area. While the underlying fee interest remains with the property owner, the easement grants permanent rights for roadway and utility purposes that limit the owner’s independent use of the area.

As previously discussed, the land value applied to the easement area is based on open space land sales. Under the Porterville doctrine, this is appropriate because the frontage would be required for dedication without compensation under any commercial development scenario. The land could only be retained if it remained as vacant unimproved open space; therefore, open space sales provide the appropriate basis for valuation.

Concluded Value of Permanent Acquisitions
The land value of the permanent acquisitions in this analysis is concluded as follows, in accordance with our interpretation of the definition of fair market value.

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SITE IMPROVEMENTS
The subject property has no significant structural improvements and is a vacant lot. Any potential site improvements encountered during construction will be relocated or reconstructed at the developer’s expense; therefore, no impacted improvements are included in this valuation.

OVERALL VALUE OF THE PERMANENT PARTS ACQUIRED
The following table summarizes the overall value of the permanent parts acquired.

REMAINDER AS A PORTION OF THE WHOLE
By deducting the value of the permanent acquisition from the value of the larger parcel, the value of the remainder as part of the whole is concluded.

The figure above is useful for comparison purposes, with the value of the remainder in the after condition, as the method for estimating severance damages to the remainder.

REMAINDER IN THE AFTER CONDITION
To make a determination of the value of the remainder in the after condition before consideration of benefits, we consider the impact of the permanent acquisition on the remainder.

The highest and best use as vacant in both the before and after condition remains unchanged and functional utility, in the after condition, is considered to be similar. For this reason, we have determined the after condition value to be the same as the before condition value when considering only the underlying land value.

SEVERANCE DAMAGES
Severance damages are equal to the difference between the remainder as a portion of the whole and the value of the remainder in the after condition.

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The highest and best use of the remainder as vacant in both the before and after conditions remains the same and functional utility, in the after condition, is considered to be similar. For this reason, we have determined the after condition value to be the same as the before condition value when considering only the underlying land value. This conclusion of severance damage is contingent on the mitigation costs discussed in the following section.

BENEFITS
Benefits can only be used to offset severance damages. As there are no concluded uncurable, permanent severance damages, we have not performed an analysis of benefits.

FAIR MARKET VALUE OF TEMPORARY CONSTRUCTION EASEMENT
The temporary construction easement (TCE) proposed for acquisition is required during construction to allow the acquired area to be incorporated into the McCall Boulevard right-of-way.

A TCE represents a temporary encumbrance equivalent to renting the land for the duration of construction. Its value may be derived from market-supported land rental transactions or, when such data are limited, by applying an appropriate rate of return to the underlying land value. For this appraisal, the latter method has been employed.

The value of the land encumbered by the TCE is expressed on a price-per-square-foot basis, consistent with the highest and best use unit value of the larger parcel.

Public agencies are among the more active lessors of land. In recent years, many public agencies have publicly stated that they seek higher land capitalization rates when they lease land. The reality is that this is a starting point for negotiations and actual rates are substantially lower. The rates at the high end of the range in the table below are asking rates, not rates that are achieved. Due to the numerous requests for anonymity by the public agency personnel whom we interviewed, we summarize our findings in the following table.

The valuation of the temporary construction easements is based on the underlying highest and best use of the remainder property. While the roadway dedication areas are valued as open space in accordance with the Porterville Doctrine, the TCEs reflect a temporary use of the remainder property. Accordingly, the compensation for these TCEs is derived by applying a market-derived rate of return to the highest and best use land value of the remainder.

The TCE is expected to remain in place for a finite duration, as shown in the table below. Applying the concluded unit land value and the appropriate rate of return to the area affected by the TCE results in the indicated land rental

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component summarized in the following table.

We have been informed by the client that any items or improvements located within the acquisition area are to be moved, protected in place, or replaced in like kind at no cost to the subject property owner

VALUE CONCLUSION
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RECONCILIATION AND CONCLUSION OF VALUE
On the preceding pages, we have developed opinions concerning the larger parcel and the components of it which are relevant to the parts acquired and permanent temporary impacts. The following valuation summary presents our conclusions of the total fair market value of all property rights proposed for acquisition from the larger parcel.

ASSUMPTIONS & LIMITING CONDITIONS
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ASSUMPTIONS AND LIMITING CONDITIONS
 Information presented in this report has been obtained from reliable sources, and it is assumed that the information is accurate.  This analysis assumes that the information provided for this appraisal accurately reflect the current condition of the subject property.  Market conditions fluctuate over time, and all valuation conclusions reflect the conditions present as of the effective date of this report. No assurances can be made regarding future economic, financial, or real estate market trends.  This report shall be used for its intended purpose only, and by the party to whom it is addressed. Possession of this report does not include the right of publication.
 The appraiser may not be required to give testimony, respond to a subpoena, or to appear in court by reason of this appraisal, with reference to the property in question, unless prior arrangements have been made and without compensation relative to such additional employment.  The statements of value and all conclusions shall apply as of the dates shown herein.  There is no present or contemplated future interest in the property by the appraiser which is not specifically disclosed in this report.  Without the written consent or approval of the author neither all, nor any part of, the contents of this report shall be conveyed to the public through advertising, public relations, news, sales, or other media. This applies particularly to value conclusions and to the identity of the appraiser and the company with which the appraiser is connected.
 This report must be used in its entirety. Reliance on any portion of the report independent of others, may lead the reader to erroneous conclusions regarding the property values. Unless approval is provided by the author no portion of the report stands alone.  We assume no responsibility for matters legal in character, nor do we render any opinion as to title, which is assumed to be marketable. All existing liens, encumbrances, and assessments have been disregarded, unless otherwise noted, and the property is appraised as though free and clear, under responsible ownership, and competent management.
 The appraisal has provided exhibits to assist the client(s)/intended user(s) to understand from a graphical standpoint some of the salient issues which impact the subject property. We have made no survey of the property and if further verification is required, a survey by a registered surveyor is advised.  The appraiser assumes no responsibility for determining if the property requires environmental approval by the appropriate governing agencies, nor if it is in violation thereof, unless otherwise noted herein. This analysis assumes that no asbestos or other hazardous materials are stored or found in or on the subject property. If evidence of hazardous materials of any kind occurs, the reader should seek qualified professional assistance. If hazardous materials are discovered and if future market conditions indicate an impact on value and increased perceived risk, a revision of the concluded values may be necessary.  Any projections of income, expenses, or future financial performance are estimates based on assumptions outlined in this report. Actual results may vary, and no warranty is made as to the accuracy of future operating performance.  The valuation stated herein assumes professional management and operation of the buildings throughout the lifetime of the improvements, with an adequate maintenance and repair program, unless otherwise stated.  The liability of Monument, its principals, agents, and employees is limited to the client. Further, there is no accountability, obligation, or liability to any third party. If this report is placed in the hands of anyone other than the client, the client shall make such party aware of all limiting conditions and assumptions of the assignment and related discussions. The appraiser is in no way responsible for any costs incurred to discover or correct any deficiency in the property.
 The appraiser is not qualified to detect the presence of toxic or hazardous substances or materials which may influence or be associated with the property or any adjacent properties, has made no investigation or analysis as to the presence of such materials, and expressly disclaims any duty to note the degree of fault. Monument and its principals, agents, employees, shall not be liable for any costs, expenses, assessments, or penalties, or diminution in value, property damage, or personal injury (including death) resulting from or otherwise attributable to toxic or hazardous substances or materials, including without limitation hazardous waste, asbestos material, formaldehyde, or any smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids, solids or gasses, waste materials or other irritants, contaminants or pollutants.  This appraisal does not extend to matters requiring legal expertise, specialized investigation, or technical assessments beyond the customary scope of real estate valuation. Any issues outside the appraisal profession must be addressed by qualified professionals. The appraiser assumes no responsibility or liability for such matters, and any reliance on this report for legal, environmental, or regulatory determinations is strictly at the user's own risk.  The appraiser assumes no responsibility for determining if the subject property complies with the Americans with Disabilities Act (ADA). Monument, its principals, agents, and employees, shall not be liable for any costs, expenses, assessments, penalties or diminution in value resulting from non-compliance.  It is expressly recognized that in any legal action brought against Monument, arising from, related to, or otherwise connected with this engagement, the appraisal reports, and any associated work product, Monument shall not be held responsible or liable for incidental or consequential damages or losses, except in cases where the appraisal was fraudulent or conducted with intentional misconduct. Furthermore, Monument’s collective liability in any such action shall be limited to the fees paid for the preparation of the appraisal report, unless fraud or intentional misconduct occurred. Finally, it is acknowledged that the fees assessed herein are determined in reliance upon these limitations of liability.

ASSUMPTIONS & LIMITING CONDITIONS (CONTINUED)
KOI Holdings Property 57
 This appraisal assumes that the subject meets an acceptable level of compliance with ADA standards; if the subject is not in compliance, the eventual renovation costs and/or penalties would negatively impact the present value of the subject. If the magnitude and time of the cost were known today, they would be reduced from the reported value conclusion.
 Unless otherwise noted herein, a detailed soils study was not provided for this analysis. The subject's soils and sub-soil conditions are assumed to be suitable based upon a visual inspection of the subject property and surrounding properties, which did not indicate evidence of excessive settling or unstable soils. No certification is made regarding the stability or suitability of the soil or sub-soil conditions.  The conclusions in this report represent estimates based on current trends and reasonably foreseeable future developments. These projections rely in part on property details, publicly available records, interviews, existing market trends, buyer-seller decision factors, and third-party research, though such data may not always be entirely reliable. Monument is not responsible for these or other future events that could not have been reasonably anticipated as of the effective date of this assignment. Additionally, some assumptions will inevitably not materialize, and unforeseen circumstances may arise that could impact actual performance. While we believe our findings are reasonable given present market conditions, we do not guarantee that these estimates will be realized, as they are subject to significant risk and uncertainty. Furthermore, we assume effective and competent management and marketing throughout the projected holding period of this property.

ADDENDA
Subject_Name 58
Addenda Items

VALUATION & ADVISORY SERVICES
Adam M. Bogorad, MAI
Adam M. Bogorad, MAI
Director of Valuation
Monument
[email protected]

Professional Experience

Adam M. Bogorad, MAI, is the Director of Valuation for Monument. Since becoming a licensed appraiser in 2005, Mr. Bogorad has completed a diverse range of appraisals for retail, industrial, office, multi-residential, and specialuse properties. With over 17 years of experience specifically in the field of right-of-way appraisal and litigation support, Mr. Bogorad has performed hundreds of appraisals on a wide array of complex assignments and has testified in trial as an expert witness. He has worked on properties across the entire state of California from the United States – Mexico border to the SMART rail corridor in the counties of Sonoma and Marin. He has performed appraisal and consulting in the form of expert witness testimony, deposition, feasibility studies, deposit appraisals for major transportation projects, and analyses for use in tax appeals. In addition to banks, property owners, and attorneys, notable clients have included the United States Department of the Interior, Port of Los Angeles, State of California, County Transportation Agencies of Los Angeles, Orange, Riverside and San Bernardino, numerous cities throughout Southern California, major utility companies, school districts, and major corporations including Walmart and McDonalds. Mr. Bogorad has extensive experience in the valuation of easements, partial acquisitions, temporary acquisitions, and damage studies related to condemnation, having been retained by both the acquiring agency and the property owner.

Mr. Bogorad has the MAI designation from the Appraisal Institute and has been recognized for his expertise and achievements, including receiving the Integra Realty Resources Excellence Award and being invited to present at the International Right of Way Association Annual Education Conference and has been a guest lecturer at California State University, Northridge. Mr. Bogorad is an active member of the Southern California Chapter of the Appraisal Institute, having served as a Regional Representative, Education Committee Chair and Executive Board Member. Mr. Bogorad was given the honor of being elected to serve as President of the Southern California Chapter of the Appraisal Institute in 2024. Prior to joining Monument, Mr. Bogorad was a First Vice President at CBRE and a partner, principal, and shareholder of Integra Realty Resources – Los Angeles.

Mr. Bogorad has completed high-profile right-of-way projects, including the California High Speed Rail project, the Los Angeles Metro Expo and Purple Line expansions, and the Redondo Beach King Harbor revitalization, among many others. His experience encompasses litigation support related to value diminution, loss of use, eminent domain, and other issues related to real property.

His prior experience in the financial services industry and as a licensed real estate salesperson offers Mr. Bogorad an insight into economic factors that impact the real estate markets. Mr. Bogorad has qualified as an expert witness in the Superior Court of California and has testified during trial.

Representative Appraisal Assignments

• Metropolitan Transportation Authority of the County of Los Angeles – Purple Line Corridor: Completed appraisals for over a dozen properties in Beverly Hills and West Los Angeles that were impacted in various ways by the proposed subterranean Purple Line Metro corridor. Some of the high-profile properties included the station sites at the Veterans Administration (VA) Campus, the Westfield Century City Shopping Center, and a proposed station site at Westwood Boulevard and Wilshire Boulevard.
• California High Speed Rail Project: Completed appraisals of full acquisitions and partial acquisitions (with severance and mitigation damage studies) for various property types including agricultural, commercial, industrial, residential, railroad corridors, and other special purpose property appraisals, throughout the Central Valley in California. • I-5 Widening, Mission Viejo: Completed appraisals for various property types, including commercial, residential, industrial, and special purpose, prepared directly for Caltrans. This involved preparation of “in lieu of staff” appraisals for Caltrans.
• I-405 Widening, Westminster: Completed appraisals for various property types, including parcels within the Westminster Mall for the freeway widening project, with OCTA as the client. Complex analyses were required for partial acquisitions and severance damage studies.
• I-10 Widening, Ontario: Completed over 20 appraisals for various property types, including the analysis of complex partial acquisitions, both temporary and permanent.
• City of Riverside Metrolink Station: Completed acquisition appraisals of residential and industrial properties for the purpose of expanding a Metrolink station in the City of Riverside. • Port of Los Angeles: Retained in multiple assignments for the purpose of resetting rental rates at major terminal locations throughout the Port. The clients have included direct retention by the Port of Los Angeles and Mr. Bogorad was also selected as a third appraiser for independent analysis in instances that required a third appraisal for the Board of Harbor Commissioners.
• Numerous NNN Leased Portfolios: These assignments have included the valuation of fast food restaurants, shopping centers, gas stations, casual dining restaurants, surgery centers and various standalone retail stores. • AMC Movie Theater Portfolio: Appraisals and consultation for multiple AMC movie theaters across Southern California for the purposes of tax appeal.
• McDonalds USA: Numerous valuation assignments for the purposes of negotiating purchases and leases for McDonalds restaurants throughout Southern California.
• Hollywood and Highland / Dolby Theater: Tax appeal appraisal and consulting assignment for one of the largest landmark properties in Los Angeles. The analysis included the mixed use development at Hollywood Boulevard and Highland Avenue and the Dolby Theater, the venue for the Academy Awards ceremony and telecast. • Carrizo Plain National Monument: Valuation services for the United States Department of the Interior of privatelyowned land for federal acquisition, consistent with the Uniform Appraisal Standards for Federal Land Acquisitions (Yellow Book).
• Brightline I-15 High Speed Rail Analysis: Valuation and consulting services for the planning stages of a corridor that would align within the I-15 Freeway right of way between Rancho Cucamonga and Apple Valley, as a component of a high-speed rail corridor between Los Angeles and Las Vegas. • Port of Long Beach: Set benchmark values for various properties throughout the Port, with consideration made for size, waterfront access, and orientation relative to the Gerald Desmond Bridge. Mr. Bogorad has also been engaged on assignments related to partial acquisitions within the Port of Long Beach. • Aliso Canyon Gas Leak Litigation: Appraisal, consulting, damage studies, and market analyses for the purpose of litigation support in multiple lawsuits related to the Aliso Canyon gas leak. This was the largest methane leak in U.S. history and the assignment involved consideration of multiple property types and submarkets in the San Fernando Valley. The client was Morgan, Lewis & Bockius LLP on behalf of Sempra Energy and Southern California Gas Company.

• Numerous Court Cases in Los Angeles, Riverside, Orange, and San Diego Counties: Litigation support and preparation of appraisals. Qualified as designated expert witness with trial and deposition experience.

Expert Testimony
Mr. Bogorad is qualified as an expert witness in real estate valuation matters and has testified before the Superior Court of California. He has testified in jury trial and deposition.

Prepared by Tina Olvera
[email protected]
27261 Newport Road
Comparable 1
Sale Information
Buyer Menifee Pointe LLC
Seller Center Pointe Pad LLC
Sale Date 4/29/2025
Transaction Status Recorded
Sale Price $1,850,000 $29.70 /SF Land
Recording Number 2025.127648
Conditions of Sale None
Property
Land Area 1.43 Acres (62,291 SF)
Number of Parcels 1
Zoning SP
Shape Rectangular
Topography Generally Level
27261 Newport Road
Menifee, CA 92584
County
Riverside
APN
360-860-060
Remarks
The comparable sale is a vacant 1.43-acre (62,291 SF) raw land parcel zoned SP (Specific Plan) and situated along Newport Road, a primary commercial corridor in Menifee with direct access to Interstate 215 approximately one-half mile to the west. The site is generally level and unimproved. According to CoStar, no off-site improvements or utilities are currently available to the parcel, including curb, gutter, sidewalk, water, sewer, electricity, gas, telephone, cable, irrigation, or paved streets. Despite this lack of infrastructure, the location provides strong exposure and convenient regional access, supporting its suitability for future commercial development within the growing South Riverside.

Prepared by Tina Olvera
[email protected]
Bradley Road
Comparable 2
Sale Information
Buyer Neighborhood Healthcare
Seller Bradley McCall LLC
Sale Date 4/1/2024
Transaction Status Recorded
Sale Price $2,250,000 $25.44 /SF Land
Recording Number 2024.94223
Conditions of Sale None
Property
Land Area 2.03 Acres (88,427 SF)
Number of Parcels 1
Zoning CR
Shape Generally Rectangular
Topography Generally Level
Bradley Road
Menifee, CA 92586
County
Riverside
APN
336-030-004
Remarks
The comparable sale consists of a 2.02-acre (87,991 SF) commercial parcel zoned CR (Commercial Retail), located along Bradley Road with additional frontage along Interstate 215, providing strong visibility and regional access. The site is level and in raw condition, but CoStar reports full off-site improvements such as curb, gutter, sidewalk, and all utilities available at the street.

Prepared by Tina Olvera
[email protected]
27160 Newport Road
Comparable 3
Sale Information
Buyer Nerdmd LLC
Seller Ava Property Investments LLC
Sale Date 2/8/2024
Transaction Status Recorded
Sale Price $1,050,000 $31.72 /SF Land
Recording Number 2024.36685
Conditions of Sale None
Property
Land Area 0.76 Acres (33,106 SF)
Number of Parcels 1
Zoning EDC-NR
Shape Rectangular
Topography Generally Level
27160 Newport Road
Menifee, CA 92584
County
Riverside
APN
336-180-027
Remarks
This comparable sale is a vacant 0.76-acre (33,106 SF)
commercial parcel with level topography and a finished-grade condition. The site is located directly on Newport Road, a major commercial arterial serving the Menifee trade area and providing immediate access to Interstate 215 approximately one-half mile to the west. The parcel benefits from full off-site improvements, including curb, gutter, sidewalk, paved streets, and all customary public utilities (water, sewer, electricity, gas, telephone, cable, and irrigation). The SP (Specific Plan) zoning allows a range of commercial and mixed-use development consistent with corridor growth and adjacent land use patterns. Its frontage along Newport Road positions it within an active commercial corridor
characterized by ongoing growth, strong traffic counts, and proximity to major regional retail anchors near the I-215 interchange.

Prepared by Tina Olvera
[email protected]
27590 Clinton Keith Road
Comparable 4
Sale Information
Buyer Origo Real Estate Investment F
Seller Sierra Lane Partners LLC
Sale Date 1/29/2024
Transaction Status Recorded
Sale Price $900,000 $25.51 /SF Land
Recording Number 2024.26324
Conditions of Sale None
Property
Land Area 0.81 Acres (35,284 SF)
Number of Parcels 1
Zoning RC
Shape Irregular
Topography Generally Level
27590 Clinton Keith Road
Murrieta, CA 92562
County
Riverside
APN
392-270-038
Remarks
This comparable sale consists of a 0.81-acre (35,284 SF) roughgraded commercial parcel (APN 392-270-038) located along Clinton Keith Road in Murrieta. The property is zoned RC (Rural Commercial), allowing a range of commercial, retail, and service uses, including potential fast-food or pad development. The site offers good visibility and access along a major arterial serving the Murrieta and French Valley areas.

Prepared by Tina Olvera
[email protected]
Patricia Lane
Comparable 5
Sale Information
Buyer Patricia Lane Lecangs LLC
Seller Jeragold Investment &
Development Co Inc
Sale Date 1/19/2024
Transaction Status Recorded
Sale Price $4,400,000 $17.36 /SF Land
Recording Number 2024.28824
Rights Transferred Fee Simple
Financing Cash to Seller
Conditions of Sale None
Property
Land Area 5.82 Acres (253,519 SF)
Number of Parcels 1
Zoning CC
Shape Generally Rectangular
Topography Generally Level
Corner No
Patricia Lane
Perris, CA 92570
County
Riverside
Submarket
South Riverside
APN
333-070-003
Remarks
This comparable sale consists of 5.82 acres (253,519 SF) of vacant land located along Patricia Lane, west of Interstate 215, in Perris, within the South Riverside submarket. The property benefits from direct freeway exposure, with approximately 662 feet of frontage along I-215, and is generally level and unimproved. According to CoStar, full off-site improvements are available, including paved streets and all customary public utilities. The site is zoned CC (Community Commercial), permitting retail, office, and serviceoriented uses intended to serve the City of Perris and surrounding neighborhoods. The property was purchased on January 31, 2024, for $4,400,000, reflecting an unadjusted price per SqFt approximately $17.36 per square foot. The transaction was recorded, involved cash to the seller, and no atypical conditions were reported. This sale provides a relevant indicator of market value for commercially zoned land with freeway exposure in the South Riverside corridor.

Prepared by Tina Olvera
[email protected]
Antelope Road and Newport Road
Comparable 6
Sale Information
Buyer Bmw Management LLC
Seller Menifee Lakes Plaza LLC
Sale Date 11/20/2023
Transaction Status Recorded
Sale Price $1,552,000 $27.20 /SF Land
Recording Number 2023.347735
Conditions of Sale None
Property
Land Area 1.31 Acres (57,064 SF)
Number of Parcels 1
Zoning SP
Antelope Road and Newport
Road
Menifee, CA 92584
County
Riverside
APN
340-620-026
Remarks
This comparable consists of a 1.31-acre (57,064 SF) vacant land parcel located along Antelope Road in the City of Menifee. The site is currently undeveloped and comprises a single legal parcel (APN 340-620-026). The surrounding area includes a mix of commercial and residential development, with Antelope Road serving as a primary north–south arterial within the South Riverside submarket.

The parcel benefits from strong visibility and access along Antelope Road, supported by high traffic volumes along the corridor. The property’s size and location are suitable for future commercial development consistent with surrounding land uses.

EXHIBIT “A”

LEGAL DESCRIPTION

Page 1 of 2 ends

Menifee City CouncilOctober 7, 2026

Menifee City Council
October 7, 2026