Agenda packet, regular meeting — Moreno Valley City Council, March 7, 2023 (part 4 of 5)

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(b) Trustor and Beneficiary are parties to the DDAHA dated as of March 7, 2023 and a complete copy is on file as a public record with the Authority Secretary/City Clerk’s of fice at City Hall.
(b) All buildings and other improvements now or hereafter located on or about the Phase II Site, including, but not limited to, the Fixtures (as defined below) and any and all other equipment, machinery, appliances and other articles attached to such buildings and other improvements (collectively, the “Improvements”);
(c) All fixtures (collectively, the “Fixtures”) now or hereafter located on, attached to, installed in or used in connection with the Phase II Site and Improveme nts, including all awnings, boilers, furnaces, pipes, plumbing, elevators, cleaning, call and sprinkler systems, fire extinguishing machinery and equipment, water tanks, heating, ventilating, air conditioning and air cooling machinery and equipment, gas an d electric machinery and equipment, and other equipment, machinery and appliances and other fixtures of every kind and nature; (d) All rights, rights -of-way, easements, licenses, profits, privileges, tenements, hereditaments and appurtenances now owned or hereafter acquired by Trustor and used in connection with the Phase II Site and Improvements or as a means of access to either or both; (e) All of Trustor’s right, title and interest now owned or hereafter acquired, in and to any land lying within the righ t-of-way of any street, open or proposed, adjoining the Phase II Site, and any and all sidewalks, alleys and strips and gores of land adjacent to or used in connection with the Phase II Site and Improvements;
(f) All oil, gas and other mineral rights in or relating to the Phase II Site, and all royalty, leasehold and other rights of Trustor in or relating thereto; (g) All water, water rights and riparian rights (including, without limitation, shares of stock evidencing the same) in or relating to the Phase II Site; (h) All leases and subleases relating to all or any part of the Phase II Site and Improvements or any interest therein, now or hereafter existing or entered into, including all deposits, advance rentals and other payments of a similar nature but not including the Rents, as defined and separately assigned in Article 4;
(i) All options to purchase or lease, if any, all or any part of the Phase II Site and/or Improvements or any interest therein;
(j) All other estates, easements, licenses, inter ests, rights, titles, claims or demands, both in law and in equity, which Trustor now has or may hereafter acquire in the Phase II Site and Improvements, including, without limitation, (1) any and all awards made for the taking by eminent domain, or by any proceeding or purchase in lieu thereof, of all or any part of the Phase II Site, including any award resulting from a change of grade of streets and any award for severance damages, and (2) any and all proceeds of any insurance covering the Phase II Site.

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Attachment: Draft Disposition Development and Affordable Housing Agreement (6092 : COURTYARDS AT COTTONWOOD PHASE II)

Exhibit 14
Authority Loan Deed of Trust

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ARTICLE II

SECURED OBLIGATIONS

2.1 Secured Obligations. This Deed of Trust, and the lien created hereby, is made for the purpose of securing the following obligations (collectively, the “Secured Obligations”):
(a) the payment and performance by Trustor o f all indebtedness and other obligations evidenced by that certain Authority Loan Note dated of even date herewith, made by Trustor to the order of Beneficiary, in the original principal amount of Three Hundred Eighty Thousand and No/100ths Dollars ($380,000), together with interest on such indebtedness and costs of enforcement according to the terms of the Authority Loan Note; (b) the payment and performance of all indebtedness and each and every promise, agreement, covenant, and obligation of Trustor to B eneficiary contained in (i) that certain unrecorded DDAHA entered into among Beneficiary, Trustor and the City of Moreno Valley (“City”), (ii) that certain Authority Regulatory Agreement dated concurrently herewith, by and between Beneficiary and Trustor a nd recorded against the Phase II Site in the Official Records of Riverside County, (iii) that certain City Covenants dated concurrently herewith, by and between City, Beneficiary, and Trustor and recorded against the Phase II Site in the Official Records o f Riverside County, (iv) this Authority Loan Deed of Trust, and (v) other Project Documents, whether or not the total amount thereof may exceed the face amount of the Authority Loan Note, shall be secured hereby to the same extent as though said DDAHA, Cit y Covenants, Authority Regulatory Agreement, and other Project Documents were fully incorporated in this Deed of Trust. A copy of the DDAHA is on file with Beneficiary as a public record; (c) the payment and performance of all indebtedness and other oblig ations of Trustor to Beneficiary, or its successors or assigns, when such indebtedness and obligations are contained in a document which recites that the obligations thereunder are secured by this Deed of Trust;
(d) the payment by Trustor of all amounts ad vanced by or on behalf of Beneficiary or Trustee to improve, protect or preserve the Phase II Site or the security of this Deed of Trust, with interest thereon as provided herein; and
(e) the payment and performance of all amendments, modifications, extens ions, renewals and replacements of or for any of the foregoing (including, without limitation, (i) amendments or modifications of the required principal payment dates or interest payment dates, or both, as the case may be, accelerating or deferring such in terest payment dates in whole or in part, or (ii) amendments, modifications, extensions or renewals at a different rate of interest), whether or not any such amendment, modification, extension, renewal or replacement is evidenced by a new or additional promissory note or other document.

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Attachment: Draft Disposition Development and Affordable Housing Agreement (6092 : COURTYARDS AT COTTONWOOD PHASE II)

Exhibit 14
Authority Loan Deed of Trust

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ARTICLE III

COVENANTS

3.1 Payment of Secured Obligations . Trustor shall pay and perform the Secured Obligations when due.

3.2 Maintenance, Repair, Alterations . Trustor shall maintain and preserve the Phase II Site in good condition and repair; Trustor, except upon the prior written consent of Beneficiary, shall not remove, demolish or materially alter any of Improvements, other than to make repairs in the ordinary course of business of a non-structural nature which serve to preserve or increase the value of the Phase II Site; Trustor shall complete promptly and in a good and workmanlike manner any Improvement which may be now or hereafter constructed on the Phase II Site, shall promptly restore in like manner any Improvement which may be damaged or destroyed thereon from any cause whatsoever, and shall pay when due all claims for labor performed and materials furnished therefor; Trustor shall comply with all laws, ordinances, rules, regulations, orders, covenants, conditions, restrictions and “Permitted Encumbrances” (as hereinafter defined) now or hereafter affecting the Phase II Site, or any part thereof, or the conduct or operation of Trustor’s business; Trustor shall not commit, suffer or permit any act to be done in, upon or to all or any part of the Phase II Site or any part of the Phase II Development in violation of any such laws, ordinances, rules, regulations, orders, covenants, conditions or Permitted Encumbrances now or hereafter affecting the Phase II Site; Trustor shall not commit or permit any waste or deterioration of the Phase II Site, and shall keep and maintain abutting grounds, sidewalks, roads, parking and landscape areas in good and neat order and repair; Trustor shall not take (nor fail to take) any action , which if taken (or not so taken) would increase in any way the risk of fire or other hazard occurring to or affecting the Phase II Site or which otherwise would impair the security of Beneficiary in the Phase II Site or Improvements; Trustor shall comply with the provisions of all leases, if any, constituting a portion of the Phase II Site; Trustor shall not abandon the Phase II Site or any portion thereof or leave the Phase II Site unprotected, unguarded, vacant or deserted; Trustor shall not initiate, join in or consent to any change in any zoning ordinance, general plan, specific plan, private restrictive covenant or other public or private restriction limiting the uses which may be made of the Phase II Site by Trustor or by the owner thereof without th e prior written consent of Beneficiary; Trustor shall secure and maintain in full force and effect all permits necessary for the use, occupancy and operation of the Phase II Site; except as otherwise prohibited or restricted by the Project Documents, or an y of them, Trustor shall do any and all other acts which may be reasonably necessary to protect or preserve the value of the Phase II Site and the rights of Trustee and Beneficiary with respect thereto.

3.3 Insurance. Trustor shall at all times maintain in full force and effect, at Trustor’s sole cost and expense, policies of insurance in form, substance, amounts and with companies as required by the DDAHA. In the event of any damage or destruction to the Phase II Site, all insurance proceeds shall be app lied in accordance with the terms and provisions of the DDAHA or, in the absence thereof, as required by law.

3.4 Condemnation and Other Awards . Upon learning of the condemnation or other taking for public or quasi -public use of, or of the institution or the threatened institution of any proceeding for the condemnation or other taking for public or quasi -public use of, all or any part of the Phase II Site or Improvements, Trustor shall promptly notify Beneficiary and Trustee of such A.8.d
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Attachment: Draft Disposition Development and Affordable Housing Agreement (6092 : COURTYARDS AT COTTONWOOD PHASE II)

Exhibit 14
Authority Loan Deed of Trust

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fact. Subject to the r equirements under senior loan documents, Trustor shall take all actions reasonably required by Beneficiary or Trustee in connection therewith to defend (using counsel reasonably acceptable to Beneficiary) and protect the interests of Trustor, Beneficiary a nd/or Trustee in the Phase II Site. At Beneficiary’s option, Beneficiary or Trustor may be the nominal party in such proceeding but in any event Beneficiary shall be entitled, without regard to the adequacy of its security, to participate in and to contro l its own defense and any settlement affecting the Beneficiary’s interest in the Phase II Site and to be represented therein by counsel of its choice.

Subject to the requirements under senior loan documents, Trustor hereby assigns to Beneficiary, as security for the Secured Obligations, all compensation, awards, damages and other amounts payable to Trustor in connection with any condemnation or other taking of all or any part of the Phase II Site or any part of Improvements for public or semi-public use (including, but not limited to, the proceeds of any settlement, regardless of whether or not condemnation or other taking proceedings are instituted in connection therewith). Upon receipt, subject to the requirements under senior loan documents, Trustor sha ll immediately deliver all such compensation, awards, damages and other amounts to Beneficiary. All such proceeds shall first be applied to reimburse Beneficiary and Trustee for all costs and expenses, including reasonable attorneys’ fees, incurred in con nection with the collection of such award or settlement. The balance of such award or settlement shall be applied as required by law. Application or release of such proceeds as provided herein shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

3.5 Taxes and Impositions . Trustor shall be responsible to and shall pay, prior to delinquency, all of the following (collectively, the “Impositions”): (i) all general and special real property taxes and assessments imposed on the Phase II Site; and (ii) all other taxes and assessments and charges of every kind that are assessed upon the Phase II Site and that create or may create a lien upon the Phase II Site (or upon any personal property or fixtures used in connection with the Phase II Site), including nongovernmental levies and assessments pursuant to applicable covenants, conditions or restrictions. If permitted by law, Trustor may pay any Imposition in installments (together with any accrued interest).
(a) Right to Contest. Trustor shall not be required to pay any Imposition so long as (a) the validity of such Imposition is being actively contested in good faith and by appropriate proceedings, and (b) either (i) Trustor has demonstrated to Be neficiary’s reasonable satisfaction that leaving such Imposition unpaid pending the outcome of such proceedings could not result in conveyance of any parcel in satisfaction of such Imposition or otherwise impair Beneficiary’s interests under the Project Do cuments, or (ii) Trustor has furnished Beneficiary with a bond or other security satisfactory to Beneficiary in an amount not less than 120% of the applicable claim (including interest and penalties).
(b) Evidence of Payment . Upon demand by the Beneficiar y from time to time, Trustor shall deliver to the Beneficiary within thirty (30) calendar days following the due date of any Imposition, evidence of payment of said Imposition reasonably satisfactory to the Beneficiary, unless Trustor is contesting the imp osition in conformity with Section 3.5(a). In addition, upon demand by Beneficiary from time to time, Trustor shall furnish to Beneficiary a tax reporting service for the Phase II Site of a type and duration, and with a company, reasonably satisfactory to Beneficiary.

3.6 Utilities. Except to the extent paid directly by tenants, Trustor shall promptly pay all gas, electricity, water, sewer and other utility charges which are incurred for the benefit of the Phase A.8.d
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Attachment: Draft Disposition Development and Affordable Housing Agreement (6092 : COURTYARDS AT COTTONWOOD PHASE II)

Exhibit 14
Authority Loan Deed of Trust

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II Site or which may become a lien against the Phase II Site and all other assessments and other charges of a similar nature, public or private, relating to the Phase II Site or any portion thereof, regardless of whether or not any such charge is or may become a lien thereon.

3.7 Liens. Trustor shall not cause, incur, suffer or permit to exist or become effective any lien, encumbrance or charge upon all or any part of the Phase II Site or any interest therein. Trustor shall pay and promptly discharge, at Trustor’s sole cost and expense, all liens, encumbrances and charges upon all or any part of the Phase II Site or any interest therein, or contest such claim in conformity with the DDAHA. If Trustor shall fail to remove and discharge any such lien, encumbrance or charge, then, in addition to any o ther right or remedy of Beneficiary, Beneficiary may, but shall not be obligated to, discharge the same, without notice to or demand on Trustor, and without inquiring into the validity of such lien, encumbrance or charge or the existence of any defense or offset thereto, either by paying the amount claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by depositing in a court a bond or the amount claimed or otherwise giving security for such claim, or in any other manner permi tted or required by law.

Subject to the rights of Trustor pursuant to the DDAHA, the Trustor shall, within twenty (20) calendar days after demand therefor by Beneficiary (together with sufficient evidence substantiating such expenditures by Beneficiary), pay to Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the foregoing right to discharge any such lien, encumbrance or charge, together with interest thereon from the date of su ch expenditure until paid at the “Alternate Rate” (as defined in Authority Loan Note).

3.8 Sale or Lease of Phase II Site . Except as otherwise permitted under the DDAHA, Trustor shall not sell, lease or otherwise transfer all or any part of the Phase II S ite or the Improvements, or any interest therein, without the prior written consent of Beneficiary, except as expressly set forth in the DDAHA.

3.9 Inspections. Beneficiary, Trustee and their respective agents, representatives and employees, are each auth orized, upon notice reasonable under the circumstances (which may be written or oral), to enter at any time upon any part of the Phase II Site during normal business hours for the purpose of inspecting the same and for the purpose of performing any of the work Beneficiary and/or Trustee are authorized to perform hereunder or under the terms of any of the Project Documents. Such entry by the Beneficiary shall be upon 48 -hours’ prior notice, and shall be undertaken at Beneficiary’s expense, with Beneficiary holding harmless the Trustor from any claims or injuries which occur in connection with the exercise of the Beneficiary’s rights pursuant to this Section 3.9. The rights of Beneficiary to enter and inspect pursuant to this Section 3.9 are in addition to and do not limit Authority’s rights to conduct building inspections.

3.10 Defense of Actions . Trustor, at no cost or expense to Beneficiary or Trustee, shall appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust, any of the other Project Documents, all or any part of the Phase II Site or any interest therein, any additional or other security for the obligations secured hereby, or the interests, rights, powers or duties of Beneficiary or Trustee hereunder, pr ovided that Trustee or Beneficiary shall have first tendered the defense to Trustor. If Beneficiary or Trustee elects to become a party to such action or proceeding, or is made a party thereto, Trustor shall indemnify, defend and hold Trustee and Beneficiary harmless from all liability, damage, cost and expense incurred by Trustee and Beneficiary, or either of them, by reason of such action or proceeding (including, without limitation, A.8.d
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Attachment: Draft Disposition Development and Affordable Housing Agreement (6092 : COURTYARDS AT COTTONWOOD PHASE II)

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Authority Loan Deed of Trust

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reasonable attorneys’ fees and expenses), whether or not such action or proceeding is prosecuted to judgment or decision.

3.11 Protection of Security. If Trustor fails to make any payment or to do any act as and in the manner provided in this Deed of Trust or any of the other Project Documents, Beneficiary and/or Trustee, each in its own discretion, without obligation so to do, without further notice or demand, and without releasing Trustor from any obligation, may make or do the same in such manner and to such extent as either may reasonably deem necessary to protect the security of this Deed of Trust. In connection therewith (without limiting their general powers), Beneficiary and Trustee shall each have and are hereby given the right, but not the obligation and subject to the terms and conditions set forth herein: (i) to enter upon and take possession of the Phase II Site; (ii) to make additions, alterations, repairs and improvements to the Phase II Site which in the judgment of either may be necessary or proper to keep the Phase II Site in good condition and repair; (iii) to appear and participate in any action or proceeding affecting or which may affect the security hereof or the rights or powers of Beneficiary or Trustee; (iv) to pay, purchase, contest or compromise any encumbrance, claim, charge, lien or debt which in the judgment of either may affect or appears to affect the security of this Dee d of Trust or may be, or to appear to be, prior or superior hereto; and (v) in exercising such powers, to pay all necessary or appropriate costs and expenses and employ necessary or desirable consultants.

3.12 Beneficiary’s Powers. Without affecting the l iability of Trustor or any other person liable for the payment of any obligation herein mentioned, and without affecting the lien or charge of this Deed of Trust upon any portion of the Phase II Site or Improvements not then or theretofore released as secu rity for the full amount of all Secured Obligations, Beneficiary may, from time to time and without notice (i) release any person so liable, (ii) extend the maturity or alter any of the terms of any such obligation (provided, however, that the consent of T rustor shall be required with respect to the extension or alteration of any unpaid obligation of Trustor to Beneficiary), (iii) waive any provision contained herein or grant other indulgences, (iv) release or reconvey, or cause to be released or reconveyed at any time at Beneficiary’s option any parcel, a portion or all of the Phase II Site including without limitation Improvements, (v) take or release any other or additional security for any obligation herein mentioned, or (vi) make compositions or other arrangements with debtors in relation thereto. By accepting payment or performance of any obligation secured by this Deed of Trust after the payment or performance thereof is due or after the filing of a notice of default and election to sell, Beneficiary shall not have thereby waived its right to require prompt payment and performance, when due, of all other obligations secured hereby, or to declare a default for failure so to pay or perform, or to proceed with the sale under any notice of default and elec tion to sell theretofore given by Beneficiary, or with respect to any unpaid balance of the indebtedness secured hereby. The acceptance by Beneficiary of any sum in an amount less than the sum then due shall not constitute a waiver of the obligation of Trustor to pay the entire sum then due.

3.13 Costs, Fees and Expenses . Upon the occurrence of a Default, Trustor shall pay, on demand, all costs, fees, expenses, advances, charges, losses and liabilities paid or incurred by Beneficiary and/or Trustee under or in connection with this Deed of Trust, the enforcement of this Deed of Trust, the collection of the Secured Obligations, and/or the exercise of any right, power, privilege or remedy given Beneficiary and/or Trustee under this Deed of Trust, including, (a) foreclosure fees, trustee’s fees and expenses, receiver’s fees and expenses and trustee’s sale guaranty premiums, (b) costs and expenses paid or incurred by Beneficiary and/or Trustee and/or any A.8.d
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Attachment: Draft Disposition Development and Affordable Housing Agreement (6092 : COURTYARDS AT COTTONWOOD PHASE II)

Exhibit 14
Authority Loan Deed of Trust

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receiver appointed under this Deed of Trust in connection with the operation, maintenance, management, protection, preservation, collection, sale or other liquidation of the Phase II Site or Improvements, (c) advances made by Beneficiary and/or Trustee to complete or partially construct all or any part of any imp rovements which may have been commenced on the Phase II Site or otherwise to protect the security of this Deed of Trust, (d) costs of evidence of title, costs of surveys and costs of appraisals, and (e) the fees, costs and expenses of attorneys, accountant s and other consultants; together with interest thereon from the date of expenditure until so paid at the Alternate Rate.

ARTICLE IV

ASSIGNMENT OF RENTS, ISSUES AND PROFITS

4.1 Assignment of Rents, Issues and Profits . While this Deed of Trust is outstandi ng, Trustor hereby absolutely and irrevocably assigns and transfers to Beneficiary all of its right, title and interest in and to all rents, issues, profits, royalties, income and other proceeds and similar benefits derived from the Phase II Site (collecti vely, the “Rents”), and hereby gives to and confers upon Beneficiary the right, power and authority to collect such Rents. Trustor irrevocably appoints Beneficiary its true and lawful attorney -in-fact, at the option of Beneficiary, at any time and from time to time, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, in its name or in the name of Trustor, for all Rents, and to apply the same to the obligations secured hereby; provided, however, that Trustor sha ll have a license to collect Rents (but not more than one month in advance unless the written approval of Beneficiary has first been obtained, which approval shall not be unreasonably withheld or delayed), and to retain and enjoy the same, so long as a Default shall not have occurred hereunder and be continuing. The assignment of the Rents in this Article 4 is intended to be an absolute assignment from Trustor to Beneficiary and not merely the passing of a security interest.

4.2 Collection Upon Default . U pon the occurrence and during the continuance of a Default hereunder, Trustor’s license to collect the Rents shall automatically terminate and Beneficiary may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the obligations hereby secured, enter upon and take possession of the Phase II Site including without limitation Improvements, or any part thereof, and, with or without taking possession of the Phase II Site including without limitation Improvements or any part thereof, in its own name sue for or otherwise collect such Rents (including those past due and unpaid, and all prepaid Rents and all other monies which may have been or may hereafter be deposited w ith Trustor by any lessee or tenant of Trustor to secure the payment of any Rent or for any services thereafter to be rendered by Trustor or any other obligation of any tenant to Trustor arising under any lease, and Trustor agrees that, upon the occurrence of any Default hereunder, Trustor shall promptly deliver all Rents and other monies to Beneficiary), and Beneficiary may apply the same, less costs and expenses of operation and collection, including, without limitation, attorneys’ fees, whether or not su it is brought or prosecuted to judgment, upon any indebtedness or obligation of Trustor secured hereby, and in such order as Beneficiary may determine notwithstanding that said indebtedness or the performance of said obligation may not then be due. The co llection of Rents, or the entering upon and taking possession of the Phase II Site or Improvements, or the application of Rents as provided above, shall not cure or waive any default or notice of default hereunder or invalidate any act performed in respons e to such default or pursuant to A.8.d
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Attachment: Draft Disposition Development and Affordable Housing Agreement (6092 : COURTYARDS AT COTTONWOOD PHASE II)

Exhibit 14
Authority Loan Deed of Trust

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such notice of default or be deemed or construed to make Beneficiary a mortgagee -in-possession of all or any part of the Phase II Site of Improvements.

ARTICLE V

REMEDIES UPON DEFAULT

5.1 Events of Default. The occurrence of any of the following events or conditions shall, subject to the cure rights set forth in the DDAHA, constitute an event of default (“Default”) hereunder:

5.1.1 Trustor shall fail to pay any amount owing under this Deed of Trust when due, and such failure is not cured within ten (10) calendar days after Beneficiary gives Trustor notice of such failure;

5.1.2 Trustor shall fail to observe or perform any other obligation contained in this Deed of Trust, and such failure is not cured within thirty (30) calend ar days after Beneficiary gives Trustor notice of such failure; provided that, if cure cannot reasonably be effected within such thirty (30) calendar day period, such failure shall not be a Default so long as Borrower promptly (in any event, within thirty (30) calendar days after receipt of such notice) commences cure, and thereafter diligently prosecutes such cure to completion;

5.1.3 The occurrence of a “Default” under the DDAHA, City Covenants, Authority Regulatory Agreement, Authority Loan Note, or other Project Documents;

5.1.4 A default under any other document or agreement secured hereby, subject to any applicable cure period; or

5.1.5 Authority exercises Authority’s right to cure a default by Developer under a Primary Loan or other approved financing senior to the Authority Loan and Developer does not reimburse Authority for the cost to cure such default within ten (10) calendar days following written demand for payment from Authority.

5.2 Acceleration upon Default; Additional Remedies . Upon the occu rrence and during the continuance of a Default, Beneficiary may, at its option, terminate its obligations under the Project Documents and declare all Secured Obligations to be immediately due and payable without any presentment, demand, protest or further notice of any kind; and whether or not Beneficiary exercises said option, Beneficiary may:

5.2.1 Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without regard to the adequacy of it s security, enter upon and take possession of the Phase II Site or Improvements, or any part thereof, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to complete the construction of Improvements on the Phase II Site, to preserve the value, marketability or rentability of the Phase II Site or Improvements, or part thereof or interest therein, increase the income therefrom or protect the security hereof and, with or without taking possession of the Phase II Site or Improvements, sue for or otherwise collect the Rents, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection including attorneys’ fees, A.8.d
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Attachment: Draft Disposition Development and Affordable Housing Agreement (6092 : COURTYARDS AT COTTONWOOD PHASE II)

Exhibit 14
Authority Loan Deed of Trust

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upon any Secured Obligations, all in such order as Beneficiar y may determine. The entering upon and taking possession of the Phase II Site or Improvements, the collection of such Rents and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default and, notwithstanding the continuance in possession by Trustee, Beneficiary or a receiver of all or any portion of the Phase II Site or Improvements or the collection, receipt and applic ation of any of the Rents, the Trustee or Beneficiary shall be entitled to exercise every right provided for in any of the Project Documents or by law upon occurrence of any Default, including the right to exercise the power of sale;

5.2.2 Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants contained herein;

5.2.3 Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor’s interest in the Phase II Site to be sold, which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of the County in which the Phase II Site is located;

5.2.4 Exercise any and/or all of the rights and remedies available to a secured party under the California Uniform Commercial Code in such order and in such manner as Beneficiary, in its sole discretion, may determine (including, without limitation, requiring Trustor to assemble the collateral an d make the collateral available to Beneficiary at a reasonably convenient location); provided, however, that the expenses of retaking, holding, preparing for sale or the like as provided thereunder shall include reasonable attorneys’ fees and other expense s of Beneficiary and Trustee and shall be additionally secured by this Deed of Trust; and/or

5.2.5 Exercise all other rights and remedies provided herein, in any Project Document or other document or agreement now or hereafter securing all or any portion of the obligations secured hereby, or provided by law or in equity.

5.3 Foreclosure By Power of Sale.

5.3.1 Should Beneficiary elect to foreclose by exercise of the power of sale herein contained, Beneficiary shall notify Trustee and shall deposit with Trus tee this Deed of Trust and Authority Loan Note and such receipts and evidence of expenditures made and secured hereby as Trustee may require.

5.3.2 Upon receipt of notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to Trus tor such notice of default and election to sell as is then required by law. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such notice of default and after notice of sale having b een given as required by law, sell the Phase II Site at the time and place of sale fixed by it in said notice of sale, either as a whole, or in separate lots or parcels or items and in such order as Beneficiary may direct Trustee so to do, at public auction to the highest bidder for cash in lawful money of the United States of America payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without a ny covenant or warranty, express or implied. The recitals in such deed of any matter or fact shall be conclusive A.8.d
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Attachment: Draft Disposition Development and Affordable Housing Agreement (6092 : COURTYARDS AT COTTONWOOD PHASE II)

Exhibit 14
Authority Loan Deed of Trust

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proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale.

5.3.3 After deducting all fees, costs and expenses incurred by Beneficiary or Trustee in connection with such sale, including costs of evidence of title, Beneficiary shall apply the proceeds of sale in the following priority, to payment of (i) first, all amou nts expended under the terms hereof, not then repaid, with accrued interest at the Alternate Rate; (ii) second, all other Secured Obligations; and (iii) the remainder, if any, to the person or persons legally entitled thereto.

5.3.4 Subject to applicable law, Trustee may postpone the sale of all or any portion of the Phase II Site or Improvements by public announcement at the time and place of sale, and from time to time thereafter may postpone such sale by public announcement or subsequently noticed sale, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale.

5.3.5 A sale of less than the whole of the Phase II Site or less than the whole of Improvements or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein; and subsequent sales may be made hereunder until all obligations secured hereby have been satisfied, or the entire Phase II Site (or the entire Phase II Dev elopment and Improvements) sold, without defect or irregularity.

5.4 Appointment of Receiver . Upon the occurrence of a Default under this Deed of Trust, Beneficiary, as a matter of right and without notice to Trustor or anyone claiming under Trustor, and without regard to the then value of the Phase II Site or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Phase II Site or Improvements, and Trustor hereby irrevocably consents to such appointment and waives notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Beneficiary in case of entry as provided herein and shall continue as such and exercise all such powers until the date of confirmation of sale of the Phase II Site or Improvements unless such receivership is sooner terminated.

5.5 Application of Funds After Default . Except as otherwise h erein provided, upon the occurrence of a Default hereunder, Beneficiary may, at any time without notice, apply any or all sums or amounts received and held by Beneficiary to pay insurance premiums, Impositions, or either of them, or as rents or income of the Phase II Site or Improvements, or as insurance or condemnation proceeds, and all other sums or amounts received by Beneficiary from or on account of Trustor or the Phase II Site, or otherwise, upon any Secured Obligation, in such manner and order as Ben eficiary may elect, notwithstanding that such Secured Obligation may not yet be due. The receipt, use or application of any such sum or amount shall not be construed to affect the maturity of any indebtedness secured by this Deed of Trust, or any of the ri ghts or powers of Beneficiary or Trustee under the terms of the Project Documents, or any of the obligations of Trustor or any guarantor under the Project Documents; or to cure or waive any default or notice of default under any of the Project Documents; or to invalidate any act of Trustee or Beneficiary.

5.6 Remedies Not Exclusive. Trustee and Beneficiary, and each of them, shall be entitled to enforce payment and performance of any indebtedness or obligation secured hereby and to A.8.d
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Authority Loan Deed of Trust

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exercise all rights and powers under this Deed of Trust or under any Project Document or other agreement or any law now or hereafter in force, notwithstanding some or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by guaranty, mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in an y manner affect Trustee’s or Beneficiary’s right to realize upon or enforce any other security now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be entitled to enforce this Deed of Trust and any other security for the obligations hereby secured now or hereafter held by Beneficiary or Trustee in such order and manner as they may in their absolute discretion determine. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein, or granted to Beneficiary under any other agreement, or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or granted to Beneficiary under any other agreement, or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any of the Project Documents to the Trustee or Beneficiary or to which either of them may be otherwise entitled may be exercised, c oncurrently or independently, from time to time and as often as may be deemed expedient by the Trustee or Beneficiary, and either of them may pursue inconsistent remedies. Trustor may be joined in any action brought by Beneficiary to foreclose under or otherwise enforce this Deed of Trust.

5.7 Request for Notice of Default . Trustor hereby requests that a copy of any notice of default and that a copy of any notice of sale hereunder be mailed to it at the address set forth in the first paragraph of this Deed of Trust.

ARTICLE VI

MISCELLANEOUS

6.1 Amendments. This instrument cannot be waived, modified, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, modification, discharge or termination is sought.

6.2 Waivers. Trustor waives, to the extent permitted by law, (i) the benefit of all laws now existing or that may hereafter be enacted providing for any appraisement before sale of any portion of the Phase II Site or Improvements, and, whether now existing or hereafter arising or created, (ii) all rights of valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the secured indebtedness and marshaling in the event of foreclosure of the liens hereby created, and (iii) all rights and remedies which Trustor may have or be able to assert by reason of the laws of the State of California pertaining to the rights and remedies of sureties:
provided, however, nothing contained herein shall be deemed to be a waiver of Trustor’s rights under Section 2924, 2924b and 2924c of the California Civil Code, or under Sections 580a or 726 of the California Code of Civil Procedure.

6.3 Statements by Trustor . Trustor shall, within twenty (20) calendar days after notice thereof from Beneficiary, deliver to Beneficiary a written statement setting forth the amounts Trustor understands to be unpaid and secured by this Deed of Trust and stating whether any offset or defense exists against such amounts.

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6.4 Statements by Beneficiary. For any statement or accounting req uested by Trustor or any other entitled person pursuant to Section 2943 or Section 2954 of the California Civil Code or pursuant to any other provision of applicable law, or for any other document or instrument furnished to Trustor by Beneficiary, Benefici ary may charge the maximum amount permitted by law at the time of the request therefor, or if there be no such maximum, then in accordance with Beneficiary’s customary charges therefor or the actual cost to Beneficiary therefor, whichever is greater.

6.5 Reconveyance by Trustee . Upon written request of Beneficiary stating that all Secured Obligations have been paid and fully performed, and upon surrender by Beneficiary of this Deed of Trust and Authority Loan Note to Trustee for cancellation and retention and upon payment by Trustor of Trustee’s fees and the costs and expenses of executing and recording any requested reconveyance, Trustee shall reconvey to the person or persons legally entitled thereto, without warranty, any portion of the Phase II Site or Improvements then held hereunder. The recitals in any such reconveyance of any matter or fact shall be conclusive proof of the truthfulness thereof. The grantee in any such reconveyance may be described as “the person or persons legally entitled thereto.”

6.6 Notices. All notices, demands, approvals and other communications provided for herein shall be in writing and shall be personally delivered, delivered by regarded overnight courier service or mailed by United States mail, as certified or registered material, return receipt requested, postage prepaid, to the appropriate party at the address set forth in the first paragraph of this Deed of Trust. Addresses for notice may be changed from time to time by written notice to all other parties.

All communications shall be effective when actually received: provided, however, that non-receipt of any communication as the result of a change of address of which the pending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication.

A copy of each notice, demand, approval and communication directed to the Trustor shall be provided to the Tax Credit Investor at the following address: [__________________].

6.7 Acceptance by Trustee . Trustee accepts this tru st when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law.

6.8 Headings. Article and Section headings are included in this Deed of Trust for convenience of reference only and shall not be used in construing this Deed of Trust.

6.9 Severability. Every provision of this Deed of Trust is intended to be severable. In the event any provision hereof is declared to be illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, su ch illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining provisions hereof, which provisions shall remain binding and enforceable.

6.10 Subrogation. To the extent that proceeds of Authority L oan Note are used, either directly or indirectly, to pay any outstanding lien, charge or prior encumbrance against the Phase II Site, Beneficiary shall be subrogated to any and all rights and liens held by any owner or holder of such outstanding liens, cha rges and prior encumbrances, irrespective of whether such liens, charges or encumbrances are released.

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6.11 Governing Law . This Deed of Trust shall be governed by, and construed in accordance with, the laws of the State of California.

6.12 Statute of Limitations. The right to plead, use or assert any statute of limitations as a plea, defense or bar of any kind, or for any purpose, to any obligation secured hereby, or to any complaint or other pleading or proceeding filed, instituted or maintained for the purpose of enforcing this Deed of Trust or any rights hereunder, is hereby waived by Trustor to the full extent permitted by law.

6.13 Interpretation. In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires; and the word “person” shall include corporation, partnership or other form of association. Any reference in this Deed of Trust to any document, instrument or agreement creating or evidencing an oblig ation secured hereby shall include such document, instrument or agreement both as originally executed and as it may from time to time be modified.

6.14 Trust Irrevocable. The trust created hereby is irrevocable by Trustor. All amounts payable by Trustor pursuant to this Deed of Trust shall be paid without notice (except where notice is expressly required), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction. Trustor hereby waives all ri ghts now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any amount secured hereby and payable by Trustor to Beneficiary or Trustee.

6.15 Further Assurances. Trustor agrees to do or cause to be done such further acts and things and to execute and deliver or to cause to be executed and delivered such additional assignments, agreements, powers and instruments, as Beneficiary or Trustee may reasonably require to correct any defect, error or om ission in this Deed of Trust or the execution or acknowledgment of this Deed of Trust, to subject to the lien of this Deed of Trust any of Trustor’s property covered or intended to be covered hereby, to perfect and maintain such lien, to keep valid and eff ective the charges and lien hereof, to carry into effect the purposes of this Deed of Trust or to better assure and confirm to Beneficiary or Trustee their respective rights, powers and remedies hereunder.

6.16 Trustee’s Powers. At any time, and from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the note secured hereby for endorsement, and without affecting the personal liability of any person for payment of the i ndebtedness or the performance of any other obligation secured hereby or the effect of this Deed of Trust upon the remainder of the Phase II Site or Improvements, Trustee may (i) reconvey all or any part of the Phase II Site or Improvements, (ii) consent in writing to the making of any map or plat thereof, (iii) join in granting any easement thereon, or (iv) join in any extension agreement, agreement subordinating the lien or charge hereof, or other agreement or instrument relating hereto or to all or any part of the Phase II Site or Improvements.

6.17 Substitution of Trustee . Beneficiary may, from time to time, by written instrument executed and acknowledged by Beneficiary and recorded in the county or counties where the Phase II Site is located, or by any other procedure permitted by applicable law, substitute a successor or successors for the Trustee named herein or acting hereunder.

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6.18 Successors and Assigns . This Deed of Trust applies to, inures to the benefit of and binds all parties hereto, their h eirs, legatees, devisees, administrators, executors, successors and assigns.

6.19 Non-Recourse Obligation . In the event of any Default under the terms of this Authority Phase II Site Deed of Trust, the Affordable Housing DDAHA, or any of the other Project Documents, the sole recourse of Authority for any such Default shall be Developer’s interest in the Phase II Site and the Phase II Project and Developer and its partners and Affiliates shall not be personally liable for the payment of any obligations hereunder or thereunder; provided, however, that the foregoing shall not in any way affect any rights Authority may have hereunder, or any right of Authority to recover or collect funds, damages or costs (including without limitation reasonable attorneys’ fees and costs) incurred by Authority as a result of fraud, intentional misrepresentation or bad faith waste, and/or any costs and expenses incurred by Authority in connection therewith (including without limitation reasonable attorneys’ fees and costs).

6.20 Notice and Cure Rights by Investor Limited Partner. Notwithstanding anything to the contrary contained in the Authority Deed of Trust, Authority hereby agrees that any cure of any default made or tendered by Developer’s Investor Limited Partner shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer.

Copies of all notices which are sent to Developer under the terms of the Authority Deed shall also be sent to Developer’s Investor Limited Partner.

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Exhibit 14
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IN WITNESS WHEREOF, Trustor has duly executed this Deed of Trust and Assignment of Rents and is dated for reference purposes as of [__________], 2023. “TRUSTOR”
COURTYARDS AT COTTONWOOD II, L.P.,
a California limited partnership
By: KDI Courtyards LLC, a California limited liability
company, its managing general partner
By: Kingdom Development, Inc., a California
nonprofit public benefit corporation, its sole
member and manager
By: __________________________
William Leach, President
By: RBD Cottonwood, LLC, a California limited
liability company, its administrative general partner
By: Rancho Belago Developers, Inc.,
a California corporation, its sole member
and manager
By: ____________________________
James M. Jernigan, President

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Exhibit A to Attachment No. 14

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EXHIBIT A

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

PARCEL A OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 1058, AS EVIDENCED BY A DOCUMENT RECORDED FEBRUARY 21, 2020 AS INSTRUMENT NO. 2020-0080445 OF OFFICIAL RECORDS, IN THE

OFFICE OF THE RECORDER OF THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF PARCEL 1 AND LOT "C" OF PARCEL MAP NO. 8073, IN THE CITY OF MORENO VALLEY, AS RECORDED IN PARCEL MAP BOOK 30, PAGE 20, RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, LYING WITHIN SECTION 7, TOWNSHIP 3 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL MAP, SAID POINT BEING THE TRUE POINT OF BEGINNING:

THENCE SOUTH 00°00'00" EAST ALONG THE EAST LINE OF SAID PARCEL MAP, A DISTANCE OF 117.50 FEET TO A POINT BEING 25.00 FEET, MEASURED ALONG SAID EAST LINE, FROM THE

CENTERLINE OF SAID LOT C, SAID POINT IS THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE TO THE NORTH, HAVING A RADIUS OF 100.00 FEET, WITH A RADIAL BEARING OF NORTH 00°00'00" WEST;
THENCE WESTERLY ALONG TH E ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 16°23'22", A DISTANCE OF 28.60 FEET;
THENCE NORTH 73°36'38" WEST, A DISTANCE OF 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 45.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 83°27'37", A DISTANCE OF 65.55 FEET;
THENCE NORTH 89°59'10" WEST, A DISTANCE OF 449.76 FEET, TO THE INTERSECTION WITH THE SOUTHERLY PROLONGATION OF THAT CERTAIN COURSE OF PARCEL 1 OF SAID PARCEL MAP, WHOSE COURSE BEARS NORTH 00°00'30" WEST, WITH A DISTANCE OF 100.00 FEET; THENCE NORTHERLY ALONG SAID PROLONGATION NORTH 00°00'30" WEST, A DISTANCE OF 125.00 FEET, TO A NORTHWEST CORNER OF PARCEL 1 OF SAID PARCEL MAP; THENCE SOUTH 89°59'10" EAST ALONG THE NORTH LINE OF SAID PARCEL 1, A DISTANCE OF 580.10 FEET TO THE TRUE POINT OF BEGINNING.

TOGETHER WITH THAT PORTION OF VACATED MYRNA STREET, PURSUANT TO THAT CERTAIN DOCUMENT RESOLUTION NO. 2020 -73 RECORDED DECEMBER 02, 2020 AS INSTRUMENT NO. 2020-607957 OF OFFICIAL RECORDS.

APN: 482-161-026

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Attachment No. 14
Certificate of Acceptance to Authority Loan Deed of Trust

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CERTIFICATE OF ACCEPTANCE
Authority Loan Deed of Trust
This is to certify that the security interest in real property conveyed by the foregoing Authority Loan Deed of Trust dated as of [_______], 2023 from COURTYARDS AT COTTONWOOD II, L.P. , a California limited partnership , to the MORENO VALLEY HOUSING AUTHORITY, a public body, corporate and politic (“Authority”), is hereby accepted by the undersigned officer on behalf of Au thority pursuant to authority conferred by the Authority Board on March 7, 2023, and Authority, as Beneficiary, consents to recordation thereof by its duly authorized officer.

Dated : __________________ AUTHORITY:

MORENO VALLEY HOUSING AUTHORITY,
a public body, corporate and politic
By:

Mike Lee, Executive Director
or Authorized Designee
ATTEST:

AUTHORITY SECRETARY

Authority Secretary
or Authorized Designee

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Attachment No. 15
Base Pro Forma and Financing Assumptions

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ATTACHMENT NO. 15

BASE PRO FORMA AND FINANCING ASSUMPTIONS
[to be inserted]

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Attachment No. 16
Operating Budget

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ATTACHMENT NO. 16

OPERATING BUDGET/ANNUAL BUDGET
[to be inserted]

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Attachment No. 17
Memorandum of Agreement

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ATTACHMENT NO. 17

MEMORANDUM OF AGREEMENT
Recording Requested By and
When Recorded Mail To:

Moreno Valley Housing Authority
14177 Frederick Street
Moreno Valley, CA 92552-0805
Attention: Authority Secretary

SPACE ABOVE THIS LINE FOR RECORDER’S USE
(This document is exempt from the payment of a recording fee under Government Code §§Sections 27383 and 6103.)

MEMORANDUM OF AGREEMENT
This MEMORANDUM OF AGREEMENT (“Memorandum”), dated as of [_____________], 2023, is entered into by and among the MORENO VALLEY HOUSING AUTHORITY, a public body corporate and politic (“Authority”), CITY OF MORENO VALLEY, a California municipal corporation, and COURTYARDS AT COTTONWOOD II, L.P. , a California limited partnership (“Developer”).

1. Disposition, Development and Affordable Housing Agreement . Authority, City and Developer have entered into that certain unrecorded Disposition, Development and Affordable Housing Agreement (Phase II: 9% Tax Credits 32 Housing Units) dated as of March 7, 2023 (“DDAHA”) for the improvement and development of certain real property described in Exhibit A (to which these CC&Rs are attached) as the “Phase II Site”. The DDAHA is on file as a public record with the City and Authority at City Hall, 14177 Frederick Street, Moreno Valley, CA 92552 -0805.

All of the terms, conditions, provisions and covenants of the DDAHA are incorporated in this Memorandum by reference as though written out at length herein, and the DDAHA and this Memorandum shall be deemed to constitute a single instrument or document.

2. Purpose of Memorandum. This Memorandum is prepared for recordation purposes only, and in no way modifies the terms, conditions, provisions and covenants of the DDAHA. In the event of any inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the DDAHA, the terms, conditions, provisions and covenants of the DDAHA shall prevail.
[Signature Blocks begin on next page]
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Attachment No. 17
Memorandum of Agreement

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DEVELOPER:

COURTYARDS AT COTTONWOOD II, L.P.,
a California limited partnership
By: KDI Courtyards LLC, a California limited liability
company, its managing general partner
By: Kingdom Development, Inc., a California
nonprofit public benefit corporation, its sole
member and manager
By: __________________________
William Leach, President
By: RBD Cottonwood, LLC, a California limited
liability company, its administrative general partner
By: Rancho Belago Developers, Inc.,
a California corporation, its sole member
and manager
By: ____________________________
James M. Jernigan, President

AUTHORITY:

MORENO VALLEY HOUSING AUTHORITY,
a public body, corporate and politic
By:

Mike Lee, Executive Director
ATTEST:

Jane Halstead, Authority Secretary

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Exhibit A to Attachment No. 17

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EXHIBIT A

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

PARCEL A OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 1058, AS EVIDENCED BY A DOCUMENT RECORDED FEBRUARY 21, 2020 AS INSTRUMENT NO. 2020-0080445 OF OFFICIAL RECORDS, IN THE

OFFICE OF THE RECORDER OF THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF PARCEL 1 AND LOT "C" OF PARCEL MAP NO. 8073, IN THE CITY OF MORENO VALLEY, AS RECORDED IN PARCEL MAP BOOK 30, PAGE 20, RECORDS OF R IVERSIDE COUNTY, STATE OF CALIFORNIA, LYING WITHIN SECTION 7, TOWNSHIP 3 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL MAP, SAID POINT BEING THE TRUE POINT OF BEGINNING:

THENCE SOUTH 0 0°00'00" EAST ALONG THE EAST LINE OF SAID PARCEL MAP, A DISTANCE OF 117.50 FEET TO A POINT BEING 25.00 FEET, MEASURED ALONG SAID EAST LINE, FROM THE

CENTERLINE OF SAID LOT C, SAID POINT IS THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE TO THE NORTH, HAVING A RADIUS OF 100.00 FEET, WITH A RADIAL BEARING OF NORTH 00°00'00" WEST;
THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 16°23'22", A DISTANCE OF 28.60 FEET;
THENCE NORTH 73°36'38" WEST, A DISTANCE OF 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 45.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 83°27'37", A DISTANCE OF 65.55 FEET;
THENCE NORTH 89°59'10" WEST, A DISTANCE OF 449.76 FEET, TO THE INTERSE CTION WITH THE SOUTHERLY PROLONGATION OF THAT CERTAIN COURSE OF PARCEL 1 OF SAID PARCEL MAP, WHOSE COURSE BEARS NORTH 00°00'30" WEST, WITH A DISTANCE OF 100.00 FEET; THENCE NORTHERLY ALONG SAID PROLONGATION NORTH 00°00'30" WEST, A DISTANCE OF 125.00 FEET, TO A NORTHWEST CORNER OF PARCEL 1 OF SAID PARCEL MAP; THENCE SOUTH 89°59'10" EAST ALONG THE NORTH LINE OF SAID PARCEL 1, A DISTANCE OF 580.10 FEET TO THE TRUE POINT OF BEGINNING.

TOGETHER WITH THAT PORTION OF VACATED MYRNA STREET, PURSUANT TO THAT CERTAIN DOCUMENT RESOLUTION NO. 2020 -73 RECORDED DECEMBER 02, 2020 AS INSTRUMENT NO. 2020-607957 OF OFFICIAL RECORDS.

APN: 482-161-026
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Report to City Council

ID#6139 Page 1
TO: Mayor and City Council
Mayor and City Council Acting in its Capacity as
President and Members of the Board of Directors of the
Moreno Valley Community Services District (CSD)

FROM: Jeremy Bubnick, Parks & Community Services Director

AGENDA DATE: March 7, 2023

TITLE: APPROVE THE PUBLIC FACILITIES FEE CREDIT
AGREEMENT WITH D.R. HORTON LOS ANGELES
HOLDING COMPANY, INC. A CALIFORNIA

CORPORATION, FOR PARKLAND IMPROVEMENTS IN
TRACT 38123

RECOMMENDED ACTION
Recommendations: That the City Council and CSD:

1. Approve the Public Facilities Fee Credit Agreement (“Agreement”) with D.R. Horton Los Angeles Holding Company, Inc. a California Corporation, for parkland improvements at Tract 38123 located on the northwest corner of Alessandro Blvd. and Darwin Dr.

2. Authorize the City Manager and the City Manager in the Capacity as Executive Director of the CSD to execute the Public Facilities Fee Credit Agreement with D.R.

Horton Los Angeles Holding Company, Inc., for parkland improvements at Tract 38123 on behalf of the City and CSD subject to the approval by the City Attorney.

SUMMARY

This report recommends approval of a Public Facilities Fee Credit Agreement between the City of Moreno Valley, a Municipal Corporation, hereinafter (“City”), the Moreno Valley Community Services District, hereinafter (“CSD”) and D.R. Horton Los Angeles Holding Company, Inc. a California Corporation, hereinafter (“ D.R. Horton” or Developer”) for parkland improvements in Tract 38123. The Developer will use the fee credits to construct a 1.8 -acre neighborhood park with amenities including play structures, picnic shelters, open turf and a walking trail.

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DISCUSSION

The Moreno Valley General Plan specifies a parkland standard of three (3) acres per 1,000 of population, which is the minim um allowed by the Quimby Act, within the Subdivision Map Act, for residential subdivisions. As new residential developments occur within the City, it is essential to maintain the current park land standard to provide adequate parks and recreational opportunities for the community.

To maintain the parkland acreage standard, new residential developments may either dedicate improved park land to mitigate their impact to existing parks or they may pay a Quimby In-Lieu fee to provide funding for future parks and park improvements.

When D.R. Horton purchased approximately 33.57 acres to construct 177 single family residences, the Parks and Community Services staff negotiated with the Developer to construct a city park in exchange for Quimby In -Lieu and Parkland Development Impact Fee credits. Conditions of Approval for the improvements were drafted and are contained in the Conditional Use Permit for Tract 38123. The park amenities will include a playground, picnic shelters, walkways, security lighting and landscaping.

The Public Facilities Fee Credit Agreement (PFF) will provide Quimby In Lieu and Park Improvement Development Impact Fee (DIF) credit for each single family home constructed within Tract 38123. Bonds for the park improvements and other amenities constructed within Tract 38123 will be collected by the City from the Developer.

Maintenance of the new park will have no impact on the general fund. It will be entered into the Parks and Landscape Services Division maintenance system, which is funded by Zone A and CFD 2021-01.

ALTERNATIVES

1. Approve the Public Facilities Fee Credit Agreement with D.R. Horton Los Angeles Holding Company, Inc. a California Corporation, for parkland improvements at Tract 38123 and authorize the City Manager and City Manager in the Capacity as Executive Director to the CSD to approve the Agreement upon review and approval by the City Attorney.

2. Elect not to approve the Public Facilities Fee Credit Agreement with D.R. Horton Los Angeles Holding Company, Inc. a California Corpora tion, for parkland improvements at Tract 38123, and provide further direction to staff.

FISCAL IMPACT

None.

NOTIFICATION

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Posting of the agenda.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Sharon Goodale Jeremy Bubnick
Management Analyst Parks and Community Services Director

Concurred By:

Dan Monto
Parks and Landscape Services Division Manager

CITY COUNCIL GOALS
Public Facilities and Capital Projects . Ensure that needed public facilities, roadway improvements, and other infrastructure improvements are constructed and maintained.

Positive Environment. Create a positive environment for the development of Moreno Valley's future.

Community Image, Neighborhood Pride and Cleanliness . Promote a sense of community pride and foster an excellent image about our City by developing and executing programs which will result in quality development, enhanced neighborhood preservation efforts, including home rehabilitation and neighborhood restoration.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

Objective 5.2: Promote the installation and maintenance of cost effective, low maintenance landscape, ha rdscape and other improvements which create a clean, inviting community.

Objective 5.5: Promote a healthy community and lifestyle.

Objective 6.2: Improve health, wellness and fitness for Moreno Valley youth through recreation and sports programs.

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

A.9
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Page 4 ends

1. Park Preliminary Plan

2. D. R. Horton signed Public Facilities Fee Credit Agreemeent

3. PEN21-0136 Final Conditions

APPROVALS

Budget Officer Approval ✓ Approved . 2/26/23 6:54 PM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 2/27/23 9:06 AM A.9
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Attachment: Park Preliminary Plan (6139 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT WITH D.R. HORTON LOS ANGELES HOLDING COMPANY, INC) A.9.b
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Attachment: D. R. Horton signed Public Facilities Fee Credit Agreemeent (6139 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT A.9.b
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Attachment: D. R. Horton signed Public Facilities Fee Credit Agreemeent (6139 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT A.9.b
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Attachment: D. R. Horton signed Public Facilities Fee Credit Agreemeent (6139 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT A.9.b
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DATE OF MAP

ASSESSOR'S PARCEL NUMBER

ENGINEER/CONTACT PERSON

APPLICANT/OWNER/DEVELOPER
M

LEGAL PROJECT DESCRIPTION

GENERAL NOTES
N

EARTHWORK QUANTITIES
LEGEND
PEN21-0136
N

EASEMENTS NOTES
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Attachment: PEN21-0136 Final Conditions (6139 : APPROVE THE PUBLIC FACILITIES FEE CREDIT

Report to City Council

ID#6137 Page 1
TO: Mayor and City Council
Mayor and City Council Acting in its Capacity as
President and Members of the Board of Directors of the
Moreno Valley Community Services District (CSD)

FROM: Jeremy Bubnick, Parks & Community Services Director

AGENDA DATE: March 7, 2023

TITLE: APPROVE THE PUBLIC FACILITIES FEE CREDIT

AGREEMENT WITH BEAZER HOMES HOLDINGS LLC, A

DELAWARE CORPORATION, FOR PARKLAND
IMPROVEMENT IN TRACT 37909

RECOMMENDED ACTION
Recommendations: That the City Council and CSD:

1. Approve the Public Facilities Fee Credit Agreement (“Agreement”) with Beazer Homes Holdings, LLC., a Delaware Corporation, for parkland improvements at Tract 37909, located at Iris Ave., east of Perris Blvd. and west of Kitching St.

2. Authorize the City Manager and the City Manager in the Capacity as Executive Director of the CSD to execute the Public Facilities Fee Credit Agreement with Beazer Homes Holdings, LLC., for parkland improvements at Tract 37909 on behalf of the City of Moreno Valley and Moreno Valley Community Services District (CSD) subject to the approval by the City Attorney.

SUMMARY

This report recommends approval of a Public Facilities Fee Credit Agreement between the City of Moreno Valley, a Municipal Corporation, hereinafter (“City”), the Moreno Valley Community Services District, hereinafter (“CSD”) and Beazer Homes Holdings, LLC, a Delaware Limited Liability Company, hereinafter (“Beazer ” or “ Developer”) for parkland improvements in Tract 37909. Beazer will use the fee credits to construct a

3.02-acre li near park and bikeway including landscaping, security lighting and a bicycle/walking trail.

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DISCUSSION

The Moreno Valley General Plan specifies a parkland standard of three (3) acres per 1,000 of population which is the minimum allowed by the Quimby Act, within the Subdivision Map Act, for residential subdivisions. As new residential developments occur within the City, it is essential to maintain the current park land standard to provide adequate parks and recreational opportunities for the community.

When Be azer purchased approximately 10.8 acres to construct 81 single family residences, the Parks and Community Services staff negotiated with the Developer to construct a city linear park and bikeway in exchange for Quimby In -Lieu and Parkland Development Impac t Fee credits. Conditions of Approval for the improvements were drafted and are contained in the Conditional Use Permit for Tract 37909. The linear park and bikeway amenities will include landscaping, security lighting and a bicycle/walking trail.

The Public Facilities Fee Credit Agreement (PFF) will provide Quimby In Lieu fee and Park Improvement Development Impact Fee (DIF) credit for each single family home constructed within Tract 37909. Bonds for the park improvements and other amenities constructed within Tract 37909 will be collected by the City from the Developer.

Maintenance of the new park will have no impact on the general fund. It will be entered into the Parks and Landscape Services Division maintenance system, which is funded by Zone A and CFD 2021-01.

ALTERNATIVES

1. Approve the Public Facilities Fee Credit Agreement with Beazer Homes Holdings, LLC, for parkland improvements at Tract 37909 and authorize the City Manager and City Manager in the Capacity as Executive Director to the CSD to appr ove the Agreement upon review and approval by the City Attorney.

2. Elect not to approve the Public Facilities Fee Credit Agreement with Beazer Homes Holdings, LLC., for parkland improvements at Tract 37909, and provide further direction to staff.

FISCAL IMPACT

None.

NOTIFICATION

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Posting of the agenda.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Sharon Goodale Jeremy Bubnick
Management Analyst Parks and Community Services Director

Concurred By:

Dan Monto
Parks and Landscape Services Division Manager

CITY COUNCIL GOALS
Public Facilities and Capital Projects . Ensure that needed public facilities, roadway improvements, and other infrastructure improvements are constructed and maintained.

Positive Environment. Create a positive environment for the development of Moreno Valley's future.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

Objective 5.2: Promote the installation and maintenance of cost effective, low maintenance landscape, hardscape and other improvements which create a clean, inviting community.

Objective 5.5: Promote a healthy community and lifestyle.

Objective 6.2: Improve health, wellness and fitness for Moreno Valley youth through recreation and sports programs.

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

A.10
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Page 4 ends

1. Park Preliminary Plan

2. Beazer Tract 37909 Public Facilities Fee Credit Agreement

3. PEN20-0063Final Conditions

APPROVALS

Budget Officer Approval ✓ Approved . 2/26/23 6:52 PM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 2/27/23 9:07 AM A.10
Packet Pg. 384
GENERAL PLANTING NOTESPROPOSED SHRUB LISTALL PROPOSED SHRUBS WILL BE COMPLIANT WITH CAL GREEN REQUIREMENTS FOR WATER CONSERVING AND NON-INVASIVE AS DEFINED BY IPC.SHRUBS & GROUNDCOVERSIZE WUCOLSSHRUBS in WATER QUALITY DETENTION BASINCAREX PANSA DUNE SEDGE 1 gal. at 12" O.C.MUHLENBERGIA RIGENS DEER GRASS1 gal. at 24" O.C.CHONDROPETALUM TECTORUM CAPE RUSH 1 gal. at 16" O.C.5 GALBOUGAINVILLEABOUGAINVILLEALEUCOPHYLLUM FRUTESCENS5 GALTEXAS SAGEMYOPORUM PARVIFOLIUM1 GALMYOPORUMROSA CALIFORNICA1 GALCALIFORNIA WILD ROSENANDINA DOMESTICA 'COMPACTA'5 GALDWARF HEAVENLY BAMBOOSANTOLINA CHAMAECYPARISSUS1 GALLAVENDER COTTONSENECIO SERPENS1 GALBLUE CHALKSTICKS 1 GALSALVIA LAVANDULIFOLIASPANISH SAGELowLowLowLowCALLISTEMON 'LITTLE JOHN'5 GALDWARF WEEPING BOTTLE BRUSHLANTANA X 'NEW GOLD'5 GALNEW GOLD LANTANALowDIANELLA TASMANICAGOLDEN FLAX LILY 1 GALLowLowCISTUS PURPUREUS5 GALORCHID ROCKROSELowLowPENNISETUM SETACEUM 'RUBRUM'5 GALPURPLE FOUNTAIN GRASSKNIPHOFIA UVARIARED HOT POKER 5 GALLowMUHLENBERGIA RIGENSDEER GRASS 5 GALSTRELITZIA REGINAEBIRDS OF PARADISE5 GALModerateLow15 GALAGAVE ATTENUATA 'NOVA'FOXTAIL AGAVEVery LowOLEA 'LITTLE OLLIE'5 GALDWARF OLIVELow5 GALINDIA HAWTHORNRHAPHIOLEPIS INDICALIGUSTRUM LUCIDIUM5 GALGLOSSY PRIVET1 GALARCTOSTAPHYLOW 'WOODS CARPET'COMPACT MANZANITALowLOMANDRA 'PLATINUM BEAUTY' PLATINUM BEAUTY RUSH 1 gal. at 24" O.C.PUBLIC RIGHT-OF-WAY CURB ADJACENTFESTUCA OVINA GLAUCA BLUE FESCUE 1 gal. at 12" O.C.RAPHIOLEPIS I. 'CLARA' INDIAN HAWTHORN5 gal. at 24" O.C.FESTUCA MAIREI ATLAS FESTUCA 1 gal. at 16" O.C.LANTANA 'NEW GOLD' NEW GOLD LANTANA 1 gal. at 24" O.C.ALOE STRIATA CORAL ALOE 5 gal. at 24" O.C.LowModerateModerateModerateSCREENING OF ABOVE-GROUND UTILITESPRUNUS C. 'BRIGHT & TIGHT' CAROLINA LAUREL CHERRY 15 gal. at 36" O.C.LIGUSTRUM J. TEXANUM WAX-LEAF PRIVET - COLUMN 15 gal. at 36" O.C.Moderate PROPOSED TREE LISTSIZE WUCOLSENTRY DRIVE:36" BOXCINNAMOMUM CAMPHORACAMPHOR TREE24" BOXCERCIS CANADENSIS 'FOREST PANSY'FOREST PANSY REDBUDModerateCOMMON NAMEBOTANICAL NAMEIRIS AVENUE:Moderate24" BOXLAGERSTROEMIA X 'NATCHEZ'CRAPE MYRTLEModerate18' BTHPHOENIX DACTYLIFERA 'MEDJOOL'DATE PALM24" BOXCERCIS CANADENSIS 'FOREST PANSY'FOREST PANSY REDBUDModerateLowPROJECT PERIMETER - SCREENING:24" BOXPODOCARPUS GRACILIORFERN PINE - COLUMNS36" BOXPINUS ELDARICAAFGHAN PINELowModerate24" BOXPRUNUS CAROLINIANA'BRIGHT 'N TIGHT'BRIGHT 'N TIGHT CAROLINA LAURELModerate36" BOXTRISTANIA CONFERTABRISBANE BOXModerateSIDE STREET AND STREET TERMINUS:36" BOXPINUS ELDARICAAFGHAN PINELow36" BOXRHUS LANCEAAFRICAN SUMACLow24" BOXLAGERSTROEMIA X 'TUSCARORA'CRAPE MYRTLEModerate36" BOXMAGNOLIA GRANDIFLORA 'ST. MARY'SOUTHERN MAGNOLIAModerateFITNESS PARK:48" BOXOLEA EUROPAEA 'SWAN HILL'SWAN HILL OLIVELow36" BOXARBUTUS X MARINAHYBRID STRAWBERRY TREEModerate24" BOXROBINIA PSEUDOACACIA ' PURPLE ROBE'PURPLE ROBE LOCUSTLow36" BOXULMUS PARVIFOLIA 'TRUE GREEN'TRUE GREEN CHINESE ELMLowCOMMUNITY PARK:48" BOXOLEA EUROPAEA 'SWAN HILL'FRUITLESS OLIVE -MULTI-TRUNKLow24" BOXROBINIA PSEUDOACACIA ' PURPLE ROBE'PURPLE ROBE LOCUSTLow18' BTHPHOENIX DACTYLIFERA 'MEDJOOL'DATE PALMLow36" BOXQUERCUS VIRGINIANASOUTHERN LIVE OAKModerate24" BOXLAGERSTROEMIA X 'TUSCARORA'CRAPE MYRTLEModerate24" BOXPODOCARPUS ELONGATUS 'ICEE BLUE'ICEE BLUE YELLOW-WOODModerateCOMMON NAMEBOTANICAL NAMETURF at COMMUNITY PARKHYBRID BURMUDA 'TIFGREEN' TURF GRASS SODLowLowLowModerateModerateModerateModerateModerateModerateModerateModerateModerateModerate

STREET TREE
AUGUST 21, 2020100’CONCEPTUAL LANDSCAPE PLAN - L.150’25’0’IRIS PARK - MORENO VALLEY, CA

I R I S A V E N U E

LINEAR PARK WITHIN EASEMENTDESIGN TO BE COORDINATED WITH THE CITY OF MORENO VALLEYRESIDENTIALSINGLE FAMILY HOMES

COMMERCIALPROPERTY

ACCENT TREE GROUPING

COMMUNITY PARK

MAIN ENTRY DRIVE

FITNESS PARKACADEMYPROPERTY

VERTICAL EVERGREEN TREES AND SHRUBS AT PERIMETER

IRIS AVENUE STREETSCAPE

DETENTION BASIN - SEE CIVIL ENGINEER PLANS FOR MORE INFORMATION

COMMERCIAL
COMMUNITY FITNESS STATION(4) STATIONS SITE-WIDE

PROPERTY

POTENTIAL CONNECTION TO FUTURE LINEAR PARK

POTENTIAL CONNECTION TO FUTURE LINEAR PARK
SECTION Asee sheet L.3
F.2.o
Packet Pg. 1581Attachment: Project 1_Project Plans Iris Park (4300 : IRIS PARK AND THE DISTRICT MORENO VALLEY A.10.a
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Attachment: Park Preliminary Plan (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT WITH BEAZER HOMES HOLDINGS A.10.b
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Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT A.10.b
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Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT A.10.b
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Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT A.10.b
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Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT A.10.b
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Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT RESOLUTION NO. BHH LLC-2023-05

WRITTEN CONSENT OF

MANAGER
OF

BEAZER HOMES HOLDINGS, LLC

APPOINTMENT OF REGIONAL OFFICERS AND DESIGNATED AGENTS
OF

BEAZER FUNDAMENTAL, LLC,

BEAZER HOMES HOLDINGS, LLC,
BEAZER HOMES SALES, INC.,
BEAZER HOMES TEXAS HOLDINGS, INC.,
BEAZER HOMES TEXAS, L.P.

AND

BH BUILDING PRODUCTS, LP

WEST REGION
Effective January 18, 2023
The undersigned, being a manager (the “ Manager”) of Beazer Homes Holdings , LLC (“BHH LLC”), a Delaware limited liability company and a wholly –owned subsidiary of Beazer Homes USA, Inc., a Delaware corporation (“ Beazer USA ”), hereby adopts the following resolutions by written consent pursuant to Section 18– 404 of the Delaware Limited Liability Company Act and the Company’s Operating Agreement:

WHEREAS, Beazer USA has a business segment that operates in the States of Arizona, California, Nevada and Texas (the “West Region”);

WHEREAS, the Company is an operating entity of Beazer USA with regard to its business activities in the States of Arizona, California and Nevada;

WHEREAS, BHH LLC is the sole stockholder of Beazer Homes Sales, Inc. (“BHS”), a Delaware corporation and an operating entity of Beazer USA with regard to its business activities in the State of Arizona;

WHEREAS, BHH LLC is the sole stockholder of Beazer Homes Texas Holdings, Inc. (“BHTH”), a Delaware corporation and the general partner of Beazer Homes Texas, L.P. (“BH T LP”), a Delaware limited partnership and an operating entity of Beazer USA with regard to its business activities in the State of Texas;

WHEREAS, BHH LLC is the sole stockholder of BHTH, the general partner of BHT LP, the sole stockholder of BH Procurement Services, Inc. (“BHPS LLC”), a Delaware corporation and the general partner of BH Building Products, LP (“BHBP LP”), a Delaware limited partnership and an operating entity of Beazer USA with regard to its business activities in the State of Texas; DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
Packet Pg. 392
Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT 2 WHEREAS, BHH LLC is the sole stockholder of BHTH, the sole member of Beazer Fundamental, LLC (“BF LLC”), a Delaware limited liability company and an operating entity of Beazer USA with regard to its business activities in the State of Texas;

WHEREAS, the undersigned has authority to, among other things, (i) appoint and remove officers of the Company and the Subsidiaries and to determine their respective powers and duties, and (ii) authorize any person or persons to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts or other obligations or instruments, and to take other actions on behalf of the Company and the Subsidiaries; and

WHEREAS, the Policy on the Appointment of Officers and Authorized Signatories and the Contract Review Policy of Beazer USA (the “Policies”) set forth additional information with respect to the grant of signature authority to individuals.

NOW, THEREFORE, BE IT RESOLVED, that the following individuals are hereby appointed to serve as officers (each, a “Reg ional Officer”) and/or designated as agents (each, a “Designated Agent”) of BHH LLC and BHS, BHTH, BHT LP, BHPS LLC and BHBP LP (each, a “Subsidiary,” and together with BHH LLC, the “Company”), as set forth below:

A. The individuals listed on Annex A shall have the authority set forth in this paragraph with respect to the Divisional office(s) to which he or she is assigned. These individuals shall have the authority to execute any and all documents incidental to the performance of his or her assigned duties and authorities, including but not limited to, purchase and sale agreements, closing documents (including deeds), construction agreements, supplier agreements, subcontractor agreements, plats, CCRs, HOA documents, declarations, easements, rights of way, permit applications, permits, permit–based reporting, permit terminations and bond applications for offsite and site development.

B. The individuals listed on Annex B shall have authority with respect to the Divisional office(s) to which he or she is assigned to execute any and all documents incidental to the performance of his or her duties if authorized to do so by the CEO or by David I. Goldberg, the Senior Vice President and Chief Financial Officer of the Company and each of the Subsidiaries (the “Finance SVP”). Such authorization shall be in writing.

C. The individuals listed on Annex C shall have the authority to execute the documents detailed therein. Such authority may be exercised only for the Divisional office(s) to which he or she is assigned.

D. The individuals listed on Annex D shall have the authority to execute the documents detailed therein. Such authority may be exercised only for the Divisional office(s) to which he or she is assigned. In addition, any individual listed on Annex D may be authorized to exercise his or her authority on behalf of any city in the West Region, on an interim or permanent basis, by the CEO or the Finance SVP. Such authorization shall be in writing.

DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT 3 E. The individuals listed on Annex E shall have the authority to execute the documents detailed therein. Such authority may be exercised only for the Divisional office(s) to which he or she is assigned, except with respect to the authority specified in Sections E.2 and E.3, which extends to all cities located in the West Region. In addition, any individual listed on Annex E may be authorized to exercise his or her authority on behalf of any city in the West Region, on an interim or permanent basis, by the CE O or the Finance SVP. Such authorization shall be in writing.

F. The individuals listed on Annex F shall have the authority to execute the documents detailed therein.

RESOLVED FURTHER, that the authorization granted to an individual to sign any agreement pursuant to the foregoing resolutions includes the authority to sign addenda and amendments thereto;

RESOLVED FURTHER, that any written authorization required under the foregoing resolutions shall be filed with the appropriate member of the Corporate Legal Department, as specified in the Policies;

RESOLVED FURTHER, that the appointment of any individual as a Regional Officer and/or Designated Agent of the Company pursuant to the foregoing resolutions does not constitute the appointment of such individual as an officer of Beazer USA;

RESOLVED FURTHER, that any act or thing heretofore done by any Regional Officer or Designated Agent within the scope of the foregoing resolutions shall be binding on the Company;

RESOLVED FURTHER, that the foregoing resolutions supersede any prior resolution, designation of authority or other authority document issued by the Company prior to the date of this instrument, and the authority delegated to any individual named herein shall remain in effect until the earlier of (i) such individual’s death, (ii) such individual’s termination of employment with the Company or any other affiliate of Beazer USA, whether voluntary or involuntary, or (iii) written termination or revocation of any such individual’s authority by the Company or the CEO.

The cessation of authority of any named individual shall not affect the authority of the remaining individuals listed in this document and the authority of the remaining individuals shall remain in full force and effect unless and until terminated in accordance with the terms of this paragraph; and
RESOLVED FURTHER, that this consent may be executed by facsimile or by electronic mail in Portable Document Format.

[Signature page follows.]
DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT 4 IN WITNESS WHEREOF, the undersigned has set his hand as of the date first set forth above.

_____________________________
Keith L. Belknap

DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
Packet Pg. 395
Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT

5 ANNEX A
Officers and Other Designated Agents
West Region
For the purpose of executing documents pursuant to the authority granted hereunder, any individual with a title of President or Vice President shall sign in such capacity. All other individuals shall use the title “Authorized Signatory – West Region.”

NAME TITLE
Brian D. Arbour VP Divisional FP&A - Dallas
Thomas C. Burrill Area President – Southern California, Northern California, Delaware, Maryland and Virginia
Steven M. Cervino Area President – Las Vegas and Florida Bruce R. Craig Area President – Atlanta, Charleston, Houston and Myrtle Beach James K. Ellison President Divisional – Houston
John Friesenhahn President Divisional – San Antonio
Ryan M. Johnson President Divisional – Phoenix
Ruben Lopez Director Divisional FP&A – Southern California Jason L. Oates President Divisional – Dallas
James Prewett President Divisional – Southern California Troy M. Radelat Area President – Dallas, Phoenix, Raleigh, San Antonio and Gatherings
Khalid Solaiman VP Divisional FP&A – Northern California Kyle Tibbitts President Divisional – Las Vegas
Lucas C. Wissmann President Divisional – Northern California

ANNEX B
Officers and Other Designated Agents
West Region
For the purpose of executing documents pursuant to the authority granted hereunder, any individual with a title of President or Vice President shall sign in such capacity. All other individuals shall use the title “Authorized Signatory – West Region.”

NAME TITLE
None.

DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
Packet Pg. 396
Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT

6 ANNEX C
Officers and Other Designated Agents
West Region

1. Non–binding letters of intent prior to approval by Beazer USA’s Land Acquisition and Review Committee (the “LAR”).

2. All other documents, including but not limited to (a) purchase agreements, (b) option agreements and (c) disposition agreements, provided that (i) the document has been reviewed and approved by the Corporate Legal Department or an attorney designated by the Corporate Legal Department, (ii) the agreement includes a due diligence period allowing the agreement to be completely terminated without any obligation or cost and (iii) any deposits under the agreement are fully refundable.

3. All purchase and/or sale agreements and option agreements, so long as the contemplated purchase or sale has received approval from the LAR.

4. For the purpose of executing documents pursuant to the authority granted hereunder, any individual with a title of President or Vice President shall sign in such capacity. All other individuals shall use the title “Authorized Signatory – West Region.”

NAME TITLE
Thomas C. Burrill Area President – Southern California, Northern California, Delaware, Maryland and Virginia
Steven M. Cervino Area President – Las Vegas and Florida Bruce R. Craig Area President – Atlanta, Charleston, Houston and Myrtle Beach
James K. Ellison President Divisional– Houston
John Friesenhahn President Divisional – San Antonio
Ryan M. Johnson President Divisional - Phoenix
Jason L. Oates President Divisional – Dallas
James Prewett President Divisional – Southern California Troy M. Radelat Area President –Dallas, Phoenix, Raleigh, San Antonio and Gatherings
Kyle Tibbitts President Divisional – Las Vegas
Lucas C. Wissmann President Divisional – Northern California

DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
Packet Pg. 397
Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT

7 ANNEX D
Officers and Other Designated Agents
West Region

1. Administrative contracts, regardless of size.

2. Purchase and sale agreements, all addenda and amendments thereto, and closing documents (including FHA and VA).

3. Development agreements with a value that exceeds $1 million following review and approval by a local attorney designated by the Corporate Legal Department pursuant to the Policies.

4. Development agreements with a value of $1 million or less, construction agreements, supplier agreements, subcontractor agreements, plats, CCRs, HOA documents, declarations, easements and rights of way.

5. Permit applications, permits, permit–based reporting and permit terminations. Bond applications for offsite and site development.

6. Confidentiality agreements and non–disclosure agreements following review and approval by the Corporate Legal Department.

7. For the purpose of executing documents pursuant to the authority granted hereunder, any individual with a title of President or Vice President shall sign in such capacity. All other individuals shall use the title “Authorized Signatory – West Region.”

NAME TITLE
Thomas C. Burrill Area President – Southern California, Northern California, Delaware, Maryland and Virginia
Steven M. Cervino Area President – Las Vegas and Florida Bruce R. Craig Area President – Atlanta, Charleston, Houston and Myrtle Beach
James K. Ellison President Divisional – Houston
John Friesenhahn President Divisional – San Antonio
Ryan M. Johnson President Divisional - Phoenix
Jason L. Oates President Divisional – Dallas
James Prewett President Divisional – Southern California Troy M. Radelat Area President –Dallas, Phoenix, Raleigh, San Antonio and Gatherings
Kyle Tibbitts President Divisional – Las Vegas
Lucas C. Wissmann President Divisional – Northern California

DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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8 ANNEX E
Officers and Designated Agents
West Region
E.1 Administration

1. Contracts for supplies, office equipment and other general contracts (excluding copier leases).

2. Any and all other documents incidental to the performance of his/her duties if authorized in writing by the CEO, the Finance SVP or the President of the Divisional office to which he/she is assigned.

NAME TITLE

E.2 Closings – New Home Sales – Deeds and Associated Closing Documents

1. All deeds and associated closing documents in connection with the sale of new homes in the West Region.

NAME TITLE
Brian D. Arbour VP Divisional FP&A - Dallas
Rebecca A. Austin VP Sales – Southern California
Teresa M. Barajas Escrow/Closing Specialist – Houston
Jeffery T. Barfield Const Dept Head – Houston
Thomas C. Burrill Area President – Southern California, Northern California, Delaware, Maryland and Virginia
Steven M. Cervino Area President – Las Vegas and Florida David Cheek VP Sales – Dallas
Robert Cook Escrow/Closing Specialist – Houston
Bruce R. Craig Area President – Atlanta, Charleston, Houston and Myrtle Beach
James K. Ellison President Divisional – Houston
Nicole C. Fabian VP Divisional FP&A – Las Vegas
John Friesenhahn President Divisional – San Antonio
Cynthia Gonzales Mgr Escrow/Closing –California
Landon Hood Operations Manager - Dallas
Ryan M. Johnson President Divisional – Phoenix
Sean Larsen FP&A Manager - Phoenix
Ruben Lopez Director Divisional FP&A – Southern California DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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9 Jason L. Oates President Divisional – Dallas
James Prewett President Divisional – Southern California Troy M. Radelat Area President –Dallas, Phoenix, Raleigh, San Antonio and Gatherings
Brittany Radovich Mgr Escrow/Closing – Northern California Khalid Solaiman VP Divisional FP&A – Northern California Amer Syed VP Sales – Houston
Colleen Taylor Mgr Escrow/Closing – San Antonio
Andrea D. Thompson VP Operations – Dallas
Kyle Tibbitts President Divisional – Las Vegas
Lisa A. Turner Escrow/Closing Specialist – Houston
Robert T. Walmsley Director Sales - Northern California Lucas C. Wissmann President Divisional – Northern California

E.3 Closings – Disposition of Land – Deeds and Associated Closing Documents

1. All deeds and associated closing documents in connection with the disposition of land in the West Region.

3. For the purpose of executing documents pursuant to the authority granted hereunder, any individual with a title of President or Vice President shall sign in such capacity. All other individuals shall use the title “Vice President – West Region.” NAME
Jeffrey J. Anderson LA&LD Dept Head – Houston
Brian D. Arbour VP Divisional FP&A - Dallas
James G. Baggarly LA&LD Dept Head – Northern California Taylor R. Bollinger VP Div LA & Forward Planning – Northern California Thomas C. Burrill Area President – Southern California, Northern California, Delaware, Maryland and Virginia
Steven M. Cervino Area President – Las Vegas and Florida Bruce R. Craig Area President – Atlanta, Charleston, Houston and Myrtle Beach
Martha Creighton VP Divisional Land Acquisition – Dallas James K. Ellison President Divisional – Houston
John Friesenhahn President Divisional – San Antonio
Nicole C. Fabian VP Divisional FP&A – Las Vegas
Ryan M. Johnson President Divisional – Phoenix
Ruben Lopez Director Divisional FP&A – Southern California Kimberly N. Molina VP of Forward Planning – Southern California Jason L. Oates President Divisional – Dallas
James Prewett President Divisional – Southern California DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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10 Troy M. Radelat Area President –Dallas, Phoenix, Raleigh, San Antonio and Gatherings
Khalid Solaiman VP Divisional FP&A – Northern California Jed Solomon VP Divisional Land Acquisition – Southern California Kyle Tibbitts President Divisional – Las Vegas
Shannon R. Wiesepape LA Director – Houston
Lucas C. Wissmann President Divisional – Northern California

E.4 Closings – New Home Sales – Documents Other than Deeds

1. Documents required to close a new home sale, excluding deeds. Individuals listed in this section are specifically NOT authorized to sign deeds.

NAME TITLE
Malori Clarke Financial Analyst Sr. – Las Vegas
Lisa Dion Escrow/Closg Spec – Las Vegas
Brooke T. Galloway Escrow/Closg Spec Sr – Dallas
Cynthia Gonzales Mgr Escrow/Closing – Southern California Ashley Kennedy Escrow/Closg Spec – Dallas
Stephanie Panter Mgr Escrow/Closing – Dallas
Brittany Radovich Mgr Escrow/Closing – Northern California Shellee Sateren Const Admin/Coord – Las Vegas
Josh Shea FP&A Manager - Las Vegas
Colleen Taylor Mgr Escrow/Closing – San Antonio

DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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11 E.5 Construction

1. Construction agreements, supplier agreements, subcontractor agreements, plats, CCRs, HOA documents, declarations, easements and rights of way.

2. Permit applications, permits, permit–based reporting and permit terminations. Bond applications for offsite and site development.

3. Any and all other documents incidental to the performance of his/her duties if authorized in writing by the CEO, the Finance SVP or the President of the Divisional office to which he/she is assigned.

NAME TITLE
Suzanna M. Aceves Fwd Planning Mgr Sr – Southern California Jeffery T. Barfield Const Dept Head – Houston
Gregory D. Beken Area Mgr/Gen Super – Houston
Gabe Beltran Area Mgr/Gen Super – Phoenix
Taylor R. Bollinger VP Div LA & Forward Planning – Northern California Robert Burns Area Mgr/Gen Super - Phoenix
Thomas C. Burrill Area President – Southern California, Northern California, Delaware, Maryland and Virginia
Steven M. Cervino Area President – Las Vegas and Florida Tabitha Clevenstine Purchasing Coord – San Antonio
James K. Ellison President Divisional – Houston
John Friesenhahn President Divisional – San Antonio
Jerry George Construction Dir - Phoenix
Clifton M. Gibson Area Mgr/Gen Super – Houston
Michael Gray VP Forward Planning – Las Vegas
Jim Griffin Director Construction – Southern California Scott P. Hill Area Mgr/Gen Super – Houston
Landon Hood Operations Manager - Dallas
Eric McMillen Director Construction - Gatherings
Jason C. Mock VP Divisional Land Development – Southern California Kimberly N. Molina VP Forward Planning – Southern California Jessica Nicholas Asst Fwd Planning/Ent Prof – Southern California Carl Novan Mgr Purchasing – San Antonio
Jason L. Oates President Divisional – Dallas
Dennis Olsen Director Purchasing – Northern California
Steve M. Penrod Director Construction – Northern California Gavin Percy Forward Planning Manager – Southern California James Prewett President Divisional – Southern California Troy M. Radelat Area President –Dallas, Phoenix, Raleigh, San Antonio and Gatherings
Sabrina Ross Const Admin/Coord - Houston
DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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12 Lonnie R. Ruscito Jr VP Operations – Phoenix
James A. Shields VP Customer Care – Dallas
Andrea D. Thompson VP Operations – Dallas
Kyle Tibbitts President Divisional – Las Vegas
Jody Young VP Purchasing – Southern California
Lucas C. Wissmann President Divisional – Northern California

E.6 Land

1. Non–binding letters of intent.

2. Development agreements with a value of $1 million or less, construction agreements, supplier agreements, subcontractor agreements, plats, CCRs, HOA documents, declarations, easements and rights of way.

3. Permit applications, permits, permit–based reporting and permit terminations. Bond applications for offsite and site development.

4. Other closing documents associated with the takedown of lots or the development of phases of a subdivision if approved in writing by the CEO, the Finance SVP or the President of the Divisional office to which he/she is assigned. (Only individuals who are listed on Section E.3 may sign deeds in connection with land disposition.)

5. Any and all agreements, instruments, contracts, documents, consents, certificates, petitions, reports, notices, applications, requests, and any amendments and assignments thereto, in connection with the Companies’ land improvement and development activities, including the public facilities necessary to serve such development, including, but not limited to, (a) the formation, annexation or participation in special financing districts, including but not limited to, assessment districts, community development districts, municipal utility districts, and community facilities districts, pursuant to the applicable state statute(s) as amended from time to time, (b) authorizing the levy of assessments or special taxes against the real property owned by the Companies by any such special districts, (c) participation in land-secured or other municipal bond financing of improvements by any such special districts, including authorizing the issuance of bonds or other debt instruments by any such special districts, secured by a pledge of the proceeds of the special taxes or assessments levied on the real property of the Companies.

6. Any and all other documents incidental to the performance of his/her duties if authorized in writing by the CEO, the Finance SVP or the President of the Divisional office to which he/she is assigned.

NAME TITLE
Jeffrey J. Anderson LA&LD Dept Head – Houston
Brian D. Arbour VP Divisional FP&A - Dallas
James G. Baggarly LA&LD Dept Head – Northern California Taylor R. Bollinger VP Div LA & Forward Planning – Northern California DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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13 Thomas C. Burrill Area President – Southern California, Northern California, Delaware, Maryland and Virginia
Steven M. Cervino Area President – Las Vegas and Florida Gregory R. Coleman LD Director – Houston
Cinda Cousino LD Manager - Phoenix
Martha Creighton VP Divisional Land Acquisition – Dallas John Friesenhahn President Divisional – San Antonio
Michael Gray VP Forward Planning – Las Vegas
Erik Haaland LD Manager – Houston
Jeffrey M. Lesnick VP Divisional Land Acquisition – Las Vegas Ruben Lopez Director Divisional FP&A – Southern California Jason C. Mock VP Divisional Land Development – Southern California Kimberly N. Molina VP Forward Planning – Southern California William New LA Director – San Antonio
Jason L. Oates President Divisional – Dallas
Dennis Olsen Director Purchasing – Northern California
James Prewett President Divisional – Southern California Kathleen Ripley LA Manager – Southern California
Vanessa Rodriquez LD Manager – Houston
Jed Solomon VP Divisional Land Acquisition – Southern California Kyle Tibbitts President Divisional – Las Vegas
Josh Turner Asst LD Manager - Dallas
Shannon R. Wiespape LA Director – Houston
Lucas C. Wissmann President Divisional – Northern California

E.7.a Stormwater Permit Applications

1. All applications to obtain coverage or termination of coverage under a state permit to discharge stormwater in association with land development and/or construction activities (e.g.

NOIs and NOTs).

2. All reports and other documentation required under previously–obtained stormwater permits (e.g., SWPPP plan, inspection reports, sampling reports, etc.).

NAME TITLE
Jeffrey J. Anderson LA&LD Dept Head – Houston
James G. Baggarly LA&LD Dept Head – Northern California Taylor R. Bollinger VP Div LA & Forward Planning – Northern California DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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14 Thomas C. Burrill Area President – Southern California, Northern California, Delaware, Maryland and Virginia
Steven M. Cervino Area President – Las Vegas and Florida Cinda Cousino LD Manager - Phoenix
Bruce R. Craig Area President – Atlanta, Charleston, Houston and Myrtle Beach
James K. Ellison President Divisional – Houston
John Friesenhahn President Divisional – San Antonio
Michael Gray VP Forward Planning – Las Vegas
Jim Griffin Director Construction – Southern California Ryan M. Johnson President Divisional - Phoenix
Jeffrey M. Lesnick VP Divisional Land Acquisition – Las Vegas Jason C. Mock VP Divisional Land Development – Southern California Kimberly N. Molina VP Forward Planning – Southern California Corbin Pevey Stormwater/SWPPP Admin - Houston
James Prewett President Divisional – Southern California Troy M. Radelat Area President –Dallas, Phoenix, Raleigh, San Antonio and Gatherings
Lonnie R. Ruscito Jr. Operations VP - Phoenix
James A. Shields VP Customer Care – Dallas
Kyle Tibbitts President Divisional – Las Vegas
Josh Turner Asst LD Manager - Dallas
Lucas C. Wissmann President Divisional – Northern California

E.7.b Other Documents Required Under Previously–Obtained Stormwater Permits

1. All reports and other documentation required under previously–obtained storm water permits (e.g., SWPPP plan, inspection reports, sampling reports, etc.).

NAME TITLE
Jeffrey J. Anderson LA&LD Dept Head – Houston
James G. Baggarly LA&LD Dept Head – Northern California Jeffery T. Barfield Const Dept Head – Houston
Taylor R. Bollinger VP Div LA & Forward Planning – Northern California Thomas C. Burrill Area President – Southern California, Northern California, Delaware, Maryland and Virginia
Gregory R. Coleman LD Director – Houston
Cinda Cousino LD Manager - Phoenix
DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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15 James K. Ellison President Divisional – Houston
John Friesenhahn President Divisional – San Antonio
Michael Gray VP Forward Planning – Las Vegas
Jim Griffin Director Construction – Southern California Scott P. Hill Area Mgr/Gen Super – Houston
Jeffrey M. Lesnick VP Divisional Land Acquisition – Las Vegas Jason C. Mock VP Divisional Land Development –– Southern California Kimberly N. Molina VP Forward Planning – Southern California Jason L. Oates President Divisional – Dallas
Vanessa Rodriquez LD Manager – Houston
Corbin Pevey Stormwater/SWPPP Admin - Houston
James Prewett President Divisional – Southern California Troy M. Radelat Area President –Dallas, Phoenix, Raleigh, San Antonio and Gatherings
Lonnie R. Ruscito Jr. VP Operations - Phoenix
James A. Shields VP Customer Care – Dallas
Josh Turner Asst LD Manager - Dallas
Lucas C. Wissmann President Divisional – Northern California

E.8.a Sales

1. All purchase and sale agreements and related addenda.

NAME TITLE
Brian D. Arbour VP Divisional FP&A - Dallas
Rebecca A. Austin VP Sales – Southern California
Derek S. Bent Mgr Sales - Dallas
David Cheek VP Sales – Dallas
Robin R. Craig Mgr Sales – Dallas
Nicole C. Fabian VP Divisional FP&A – Las Vegas
Heather Fredericks Mgr Sales - Northern California
John Friesenhahn President Divisional – San Antonio
Jason Fuqua Mgr Sales - Houston
Wendy George Mgr Sales - Dallas
Jeffrey M. Lesnick VP Divisional Land Acquisition – Las Vegas Ruben Lopez Director Divisional FP&A – Southern California Kimberly N. Molina VP of Forward Planning – Southern California James Prewett President Divisional – Southern California DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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16 April Shumway VP Sales – Phoenix
Khalid Solaiman VP Divisional FP&A – Northern California Amer Syed VP Sales – Houston
Kyle Tibbitts President Divisional – Las Vegas
Benita A. Vasquez Mgr Sales - Houston
Robert T. Walmsley Director Sales – Northern California Lucas C. Wissmann President Divisional – Northern California

E.8.b Pricing and Options/Upgrades Addenda to Existing Purchase and Sale Agreements

1. Any Pricing and Options/Upgrades Addendum to be attached to an existing Purchase and Sale Agreement, following a buyer’s selection of options and upgrades for the home.

NAME TITLE
Brian D. Arbour VP Divisional FP&A - Dallas
Rebecca A. Austin VP Sales – Southern California
Nicole C. Fabian Director Divisional FP&A – Las Vegas
Sean Larsen FP&A Manager – Phoenix
Jeffrey M. Lesnick VP Divisional Land Acquisition – Las Vegas Ruben Lopez Director Divisional FP&A – Southern California Kimberly N. Molina VP of Forward Planning - Southern California Stephanie Panter Mgr Escrow/Closing – Dallas
James Prewett President Divisional – Southern California Khalid Solaiman VP Divisional FP&A – Northern California Colleen Taylor Mgr Escrow/Closing – San Antonio
Andrea D. Thompson VP Operations – Dallas
Kyle Tibbitts President Divisional – Las Vegas
Robert T. Walmsley Director Sales – Northern California Kristin Watson Design Studio Mgr – Dallas
Lucas C. Wissmann President Divisional – Northern California

DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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17 E.9 Marketing

1. All marketing and advertising agreements and related invoices.

NAME TITLE
Starr R. Adair Sr Marketing Manager – Northern California Jennifer Almeido Marketing Manager – Las Vegas
Jayne Bradley Director Marketing – Southern California, Northern California, Phoenix, Las Vegas
Carrie E. Brown Sr Director Marketing – Houston, Dallas, Nashville, Indianapolis, San Antonio
Anna Christensen Marketing Manager - Houston
Jennifer K. Cobb Marketing Manager - Dallas
Kaitlin M. Coghlan Director, Marketing Services
Vivian DuBois Marketing Manager – Southern California
Jessica Feldman Marketing Manager - Phoenix
Lauren Fox VP Marketing

E.10 Purchasing

1. All supplier and subcontractor agreements.

NAME TITLE
Marcos Cerecedes Purchasing Mgr – Phoenix
Christopher D. Faltisek Director Purchasing – Houston
John Friesenhahn President Divisional – San Antonio
Bryan Johnston Sr. Director Corp Acctg & Gatherings Operations – Gatherings
Carl Novan Purchasing Mgr – San Antonio
Jason L. Oates President Divisional – Dallas
Dennis Olsen Director Purchasing – Northern California
James Prewett President Divisional – Southern California Troy M. Radelat Area President –Dallas, Phoenix, Raleigh, San Antonio and Gatherings
Andrea D. Thompson VP Operations – Dallas
Jody Young VP Purchasing – Southern California
DocuSign Envelope ID: ACD84F89-912D-44BF-8B5B-5EDB0A998BBD A.10.b
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18 E.11 Divisional Assistant Secretaries

1. The individuals named below shall serve as Divisional Assistant Secretaries of the Company. Divisional Assistant Secretaries shall have the authority to attest to the signature of other officers of the Company, to have custody of the Corporate Seal, and to affix it to any instrument requiring it. Any Divisional Assistant Secretary may also execute secretarial certificates from time to time, but only under the direction of, and with the permission of, the Corporate Secretary or a Corporate Assistant Secretary.

2. For the purpose of executing documents pursuant to the authority granted hereunder, the title “Assistant Secretary – West Region” shall be used.

NAME TITLE
None.

ANNEX F
Officers and Designated Agents Authorized to Sign for Residual Business Operations West Region

1. Any and all documents in connection with the Company’s residual business operations in the geographic region(s) listed opposite his/her name below.

2. For the purpose of executing documents pursuant to the authority granted hereunder, any individual with a title of President or Vice President shall sign in such capacity. All other individuals shall use the title “Authorized Signatory – West Region.”

NAME TITLE REGION OF RESIDUAL

BUSINESS OPERATION
Steven M. Cervino Area President – Las Vegas and
Florida
New Mexico
Troy M. Radelat Area President – Dallas, Phoenix,
Raleigh, San Antonio and
Gatherings
Colorado

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Attachment: Beazer Tract 37909 Public Facilities Fee Credit Agreement (6137 : APPROVE THE PUBLIC FACILITIES FEE CREDIT AGREEMENT Community Development Department
Planning Division
14177 Frederick Street
P. O. Box 88005
Moreno Valley CA 92552-0805
Telephone: 951.413.3206
2/26/2021
Oscar Graham
Passco Pacifica LLC
333 City Boulevard West, Ste 1700
Irvine, CA 92868
Re: Conditions of Approval for PEN20-0063 (Tentative Tract Map) Dear Oscar Graham:

Attached are the Final Conditions of Approval for PEN20-0063, Tentative Tract Map 37909 for a single family 81 lot subdivision located south of Iris Avenue, east of Perris Boulevard; APN 312020025. The City Council of the City of Moreno Valley approved this project on 2/2/2021 subject to the attached conditions of approval. The action of the City Council became final on 2/2/2021 subject to the attached Final Conditions of Approval.

This approval shall expire and become null and void and of no effect whatsoever three years after the approval date of this project unless acted upon or extended as provided for by the City of Moreno Valley Municipal Code. The site shall be developed in accordance with the approved plans on file in the Community Development Department - Planning Division, the Municipal Code regulations, General Plan, and the conditions contained herein. Prior to any use of the project site and/or business activity authorized with this project, all Conditions of Approval shall be completed to the satisfaction of the Planning Official.

The Conditions of Approval for this project shall be completed at no cost to any Government Agency. All questions regarding the Conditions of Approval including, but not limited to the intent of the conditions, requests for changes or modifications, variance and/or request for extension of time shall be directed to the City. A new application may be required.

Sincerely,
Julia Descoteaux
Associate Planner
Attachments: Conditions of Approval
Location Map
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CONDITIONS OF APPROVAL
Tentative Tract Map (PEN20-0063)
Conditional Use Permit
(PEN20-0065)

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CITY OF MORENO VALLEY

CONDITIONS OF APPROVAL
Tentative Tract Map (PEN20-0063)
Conditional Use Permit (PEN-0065)
EFFECTIVE DATE: February 2, 2021
EXPIRATION DATE: February 2, 2024

COMMUNITY DEVELOPMENT DEPARTMENT
Planning Division

1. A change or modification to the land use or the approved site plans may require a separate
approval. Prior to any change or modification, the property owner shall contact the City of Moreno Valley Community Development Department to determine if a separate approval is required.

2. Any expansion to this use or exterior alterations will require the submittal of a separate
application(s) and shall be reviewed and approved under separate permit(s). (MC 9.02.080)

3. The developer, or the developer's successor-in-interest, shall be responsible for maintaining any undeveloped portion of the site in a manner that provides for the control of weeds, erosion and dust. (MC 9.02.030)

4. All landscaped areas shall be maintained in a healthy and thriving condition, free from weeds, trash and debris. (MC 9.02.030)

5. The site shall be developed in accordance with the approved plans on file in the Community
Development Department - Planning Division, the Municipal Code regulations, General Plan, and the conditions contained herein. Prior to any use of the project site or business activity being commenced thereon, all Conditions of Approval shall be completed to the satisfaction of the Planning Official. (MC

9.14.020)

6. Any signs indicated on the submitted plans are not included with this approval. Any signs,
whether permanent (e.g. wall, monument) or temporary (e.g. banner, flag), require separate application and approval by the Planning Division. No signs are permitted in the public right of way. (MC 9.12)

7. All site plans, grading plans, landscape and irrigation plans, fence/wall plans, lighting plans and street improvement plans shall be coordinated for consistency with this approval.

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CONDITIONS OF APPROVAL
Tentative Tract Map (PEN20-0063)

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Special Conditions

8. Prior to grading plan approval, Basin fencing shall include wrought iron fencing with pilasters.

9. Prior to building final, a basin maintained by an HOA or other private entity, landscape
(trees, shrubs and groundcover) and irrigation shall be installed, and maintained by the HOA or other private entity with documentation provided to the Planning Division.

10. Prior to issuance of building permits, final front and street side yard landscape and irrigation
plans, and slope landscape plans and basin landscape plans, shall be approved.

11. This approval shall comply with all applicable requirements of the City of Moreno Valley Municipal Code.

12. The grading plans shall show all easements including an easement for trail purposes for the Juan Bautista de Anza trail per the Tentative Tract Map.

13. The site shall be developed in accordance with the approved tentative map on file in the
Community Development Department -Planning Division, the Municipal Code regulations, General Plan, and the conditions contained herein. (MC 9.14.020)

14. Prior to building final, the developer/owner or developer's/owner’s successor-in-interest
shall pay all applicable impact fees, including but not limited to Transportation Uniform Mitigation fees (TUMF), and the City’s adopted Development Impact Fees. (Ord)

15. A drought tolerant landscape palette shall be utilized throughout the tract in compliance with the City’s Landscape Requirements. (9.17)

16. This tentative map and Conditional Use Permit for the Planned Unit Development shall
expire three years after the approval date of this tentative map and conditional use permit unless extended as provided by the City of Moreno Valley Municipal Code; otherwise it shall become null and void and of no effect whatsoever in the event the applicant or any successor in interest fails to properly file a final map before the date of expiration. (MC 9.02.230, 9.14.050, 080)

17. Prior to the issuance of grading permits, mitigation measures contained in the Mitigation
Monitoring Program approved with this project shall be implemented as provided therein.

18. Prior to any site disturbance and/or grading plan submittal, and or final map 2 of 28
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recordation, a mitigation monitoring fee, as provided by City ordinance, shall be paid by the applicant /owner. No City permit or approval shall be issued until such fee is paid. (CEQA)

19. Prior to issuance of a building permit, the developer /property owner or developer's successor-in-interest shall pay all applicable impact fees due at permit issuance, including but not limited to Multi -species Habitat Conservation Plan (MSHCP) mitigation fees. (Ord.)

20. Prior to approval of any grading plan, local and master -planned multi -use trail easements shall be shown on the rough and precise grading plans in accordance with the City's Master Trail Plan.

21. All undeveloped portions of the site in perpetuity shall be maintained in a manner that provides for the control of weeds, erosion and dust. (MC 9.02.030)

22. Prior to the issuance of building permits, the developer shall provide documentation that contact was made to the U .S. Postal Service to determine the appropriate type and location of mailboxes. Mailboxes shall be clustered and include security lighting per U. S. Postal standards.

23. All site plans, grading plans, landscape and irrigation plans, and street improvement plans shall be coordinated for consistency with this approval.

24. Prior to the start of any construction, temporary security fencing shall be erected .

The fencing shall be a minimum of six (6) feet high with locking, gated access and shall remain through the duration of construction. Security shall remain in place until the project is completed or the above conditions no longer exist. (Security fencing is required if there is: construction, unsecured structures, unenclosed storage of materials and /or equipment, and /or the condition of the site constitutes a public hazard).

25. The site has been approved for Tentative Tract Map 37909 (PEN20-0063) to subdivide approximately 10.82 acres into eighty -one single family residential lots including the approval of a Conditional Use Permit (PEN20-0065) for a Planned Unit Development to design and implement the residential community as designed per the approved plans for the Tentative Tract Map 37909 and the Planned Unit Development. The Tentative Tract Map 37909 and the Conditional Use Permit for the Planned Unit Development must be developed in conjunction with each other as approved. A change or modification shall require separate approval.

26. Prior to recordation of the final subdivision map, the following documents shall be submitted to and approved by the Planning Division which shall demonstrate that the project will be developed and maintained in accordance with the intent and purpose of the approval:
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a. The document to convey title
b. Deed restrictions, easements, or Covenants, Conditions and Restrictions to be recorded
The approved documents shall be recorded at the same time that the subdivision map is recorded. The documents shall contain provisions for general maintenance of the site, joint access to proposed parcels, open space use restrictions, conservation easements, guest parking, feeder trails, water quality basins, lighting, landscaping and common area use items such as tot lot /public seating areas and other recreation facilities or buildings. The approved documents shall also contain a provision, which provides that they may not be terminated and /or substantially amended without the consent of the City and the developer's successor -in-interest. (MC 9.14.090)
In addition, the following deed restrictions and disclosures shall be included within the document and grant deed of the properties:
a. The developer and homeowners association shall promote the use of native plants and trees and drought tolerant species.
b. All lots designated for open space and or detention basins, shall be included as an easement to, and maintained by a Homeowners Association (HOA) or other private maintenance entity. All reverse frontage landscape areas shall also be maintained by the onsite HOA. Language to this effect shall be included and reviewed within the required Covenant Conditions and Restrictions (CC&Rs) prior to the approval of the final map.
c. Maintenance of any and all common facilities.
d. A conservation easement for lettered lots shall be recorded on the deed of the property and shown on the final map. Said easement shall include access restrictions prohibiting motorized vehicles from these areas. e. Oleander plants or trees shall be prohibited on open space lots adjacent to multi-use trails.

27. Separate Administrative Plot Plans, including, Design Review (product approval ) and Model Home Complex and /or temporary sales trailers, are required for approval of the design of the future single -family homes for Tentative Tract Map 37909.

28. Prior to building final, slope landscape and irrigation shall be installed, certified by the Landscape Architect with documentation provided to the Planning Division with an inspection performed and approved by the Planning Division. Landscaping on lots not yet having dwelling units shall be maintained by the developer weed and disease free. (MC 9.03.040)
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Prior to Grading Permit

29. Prior to issuance of any grading permit, all Conditions of Approval and Mitigation Measures shall be printed on the grading plans.

30. Prior to the issuance of grading permits, decorative (e.g. colored/scored concrete or as approve by the Planning Official) pedestrian pathways across circulation aisles/paths shall be provided throughout the development to connect dwellings with open spaces and /or recreational uses with open space and /or parking. and/or the public right -of-way. The pathways shall be shown on the precise grading plan. ( GP Objective 46.8, DG)

31. Prior to issuance of grading permits, the developer shall pay the applicable Stephens’ Kangaroo Rat (SKR) Habitat Conservation Plan mitigation fee. (Ord)

32. If potential historic, archaeological, Native American cultural resources or paleontological resources are uncovered during excavation or construction activities at the project site, work in the affected area must cease immediately and a qualified person (meeting the Secretary of the Interior's standards (36CFR61)) shall be consulted by the applicant to evaluate the find, and as appropriate recommend alternative measures to avoid, minimize or mitigate negative effects on the historic, prehistoric, or paleontological resource . Determinations and recommendations by the consultant shall be immediately submitted to the Planning Division for consideration, and implemented as deemed appropriate by the Community Development Director, in consultation with the State Historic Preservation Officer (SHPO) and any and all affected Native American Tribes before any further work commences in the affected area.

If human remains are discovered during grading and other construction excavation, no further disturbance shall occur until the County Coroner has made necessary findings as to origin . If the County Coroner determines that the remains are potentially Native American, the California Native American Heritage Commission shall be notified within 5-days of the published finding to be given a reasonable opportunity to identify the “most likely descendant .” The “most likely descendant ” shall then make recommendations, and engage in consultations concerning the treatment of the remains (California Public Resources Code 5097.98). ( GP Objective 23.3, CEQA).

33. Within thirty (30) days prior to any grading or other land disturbance, a pre-construction survey for Burrowing Owls shall be conducted pursuant to the established guidelines of Multiple Species Habitat Conservation Plan. The pre-construction survey shall be submitted to the Planning Division prior to any disturbance of the site and/or grading permit issuance. 5 of 28
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34. Prior to approval of any grading permits, plans for any security gate system shall be submitted to and approved by to the Planning Division.

35. Prior to the issuance of grading permits, the site plan and grading plans shall show decorative hardscape (e.g. colored concrete, stamped concrete, pavers or as approved by the Planning Official) consistent and compatible with the design, color and materials of the proposed development for all driveway ingress/egress locations of the project.

36. Prior to issuance of grading permits, the developer shall submit wall/fence plans to be included in the Building and Safety submittal for review and approval consistent with the approved plans, including a six foot fence on the east boundary , the PUD Development Guidelines, the Landscape Requirements and the Municipal Code.

37. Prior to the issuance of grading permits, a temporary project identification sign shall be erected on the site in a secure and visible manner. The sign shall be conspicuously posted at the site and remain in place until occupancy of the project . The sign shall include the following:
a. The name (if applicable) and address of the development. b. The developer’s name, address, and a 24-hour emergency telephone number.

38. Prior to issuance of any building permit, all Conditions of Approval and Mitigation Measures shall be printed on the building plans.

39. Prior to the issuance of building permits, the developer shall provide documentation that
contact was made to the U.S. Postal Service to determine the appropriate type and location of mailboxes.

40. 41. Prior to the issuance of building permits, final landscape and irrigation plans shall be submitted for review and approved by the Planning Division for the following:
a. Areas maintained by the Homeowner’s Association including parks, site entry driveways, and other on-site landscaping;
b. Areas along Iris Avenue;
c. Trail Easement (per Parks and Community Services design standards); and d. Front yards.

Landscaping is required for the sides and or slopes of all water quality basin and drainage areas, while a hydroseed mix with irrigation is acceptable for the bottom of the basin areas. All detention basins shall include trees, shrubs and groundcover up to the concreted portion of the basin. A solid decorative wall with pilasters, tubular steel fence with pilasters or other fence or wall approved by the Planning Official is required to secure all water quality and detention basins.

The plans shall be prepared in accordance with the City's Landscape Development 6 of 28
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Guidelines and the Planned Unit Development Guidelines.

A detailed, on -site, computer generated, point -by-point comparison lighting plan shall be proved with and integrated into the landscape plan. The plan shall include all project lighting within the community to include street lights, exterior building lights, parking area lighting and park lights. The plan shall indicate the manufacturer's specifications for light fixtures used, shall include style, illumination, location, height and method of shielding per the City ’s Municipal Code requirements.

41. Prior to issuance of building permits, the Planning Division shall review and approve the location and method of enclosure or screening of transformer cabinets, commercial gas meters and back flow preventers as shown on the final working drawings. Location and screening shall comply with the following criteria :
transformer cabinets and commercial gas meters shall not be located within required setbacks and shall be screened from public view either by architectural treatment or landscaping; multiple electrical meters shall be fully enclosed and incorporated into the overall architectural design of the building (s); back -flow preventers shall be screened by landscaping. (GP Objective 43.30)

42. Prior to issuance of a building permit, the developer /property owner or developer's successor-in-interest shall pay all applicable impact fees due at permit issuance, including but not limited to Multi -species Habitat Conservation Plan (MSHCP) mitigation fees. (Ord)

43. Prior to building final, the developer/owner or developer's/owner’ s successor-in-interest shall pay all applicable impact fees, including but not limited to Transportation Uniform Mitigation fees (TUMF), and the City ’s adopted Development Impact Fees. (Ord)

44. Prior to issuance of building permits, for projects that will be phased, a phasing plan shall be submitted to and approved by the Planning Division if occupancy is proposed to be phased.

45. Photometric Plans shall be submitted to the Building and Safety Division for review and approval as part of the lighting and electrical building plan submittal.

46. Prior to issuance of any grading permits, mitigation measures contained in the Mitigation Monitoring Program approved with this project shall be implemented as provided therein. A mitigation monitoring fee, as provided by City ordinance, shall be paid by the applicant within 30 days of project approval. No City permit or approval shall be issued until such fee is paid. (CEQA) Prior to Building Final or Occupancy
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47. Prior to building final, all required landscaping and irrigation shall be installed per plan, certified by the Landscape Architect and inspected by the Planning Division . (MC 9.03.040, MC 9.17).

48. Prior to building final, Planning approved /stamped landscape plans shall be provided to the Community Development Department – Planning Division on a CD disk.

49. Prior to building final, all required and proposed fences and walls shall be constructed according to the approved plans on file in the Planning Division. ( MC

9.080.070).

Building Division

50. Prior to submittal, all new development, including residential second units, are required to obtain a valid property address prior to permit application. Addresses can be obtained by contacting the Building Safety Division at 951.413.3350.

51. Contact the Building Safety Division for permit application submittal requirements.

52. Any construction within the city shall only be as follows: Monday through Friday seven a .m. to seven p .m(except for holidays which occur on weekdays ), eight a .m. to four p .m.; weekends and holidays (as observed by the city and described in the Moreno Valley Municipal Code Chapter 2.55), unless written approval is first obtained from the Building Official or City Engineer.

53. Building plans submitted shall be signed and sealed by a California licensed design professional as required by the State Business and Professions Code.

54. The proposed development shall be subject to the payment of required development fees as required by the City ’s current Fee Ordinance at the time a building application is submitted or prior to the issuance of permits as determined by the City.

55. The proposed project will be subject to approval by the Eastern Municipal Water District and all applicable fees and charges shall be paid prior to permit issuance .

Contact the water district at 951.928.3777 for specific details.

56. All new structures shall be designed in conformance to the latest design standards adopted by the State of California in the California Building Code, (CBC) Part 2, Title 24, California Code of Regulations including requirements for allowable area, occupancy separations, fire suppression systems, accessibility, etc. The current code edition is the 2019 CBC.
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57. The proposed project ’s occupancy shall be classified by the Building Official and must comply with exiting, occupancy separation (s) and minimum plumbing fixture requirements. Minimum plumbing fixtures shall be provided per the 2019 California Plumbing Code, Table 422.1. The occupant load and occupancy classification shall be determined in accordance with the California Building Code.

58. The proposed residential project shall comply with The 2019 California Green Building Standards Code, Section 4.106.4, mandatory requirements for Electric Vehicle Charging Station (EVCS).

59. Prior to permit issuance, every applicant shall submit a properly completed Waste Management Plan (WMP), as a portion of the building or demolition permit process . (MC 8.80.030)

FIRE DEPARTMENT
Fire Prevention Bureau

60. All Fire Department access roads or driveways shall not exceed 12 percent grade . (CFC 503.2.7 and MVMC 8.36.060[G])

61. The Fire Department emergency vehicular access road shall be (all weather surface) capable of sustaining an imposed load of 80,000 lbs. GVW, based on street standards approved by the Public Works Director and the Fire Prevention Bureau. The approved fire access road shall be in place during the time of construction. Temporary fire access roads shall be approved by the Fire Prevention Bureau. (CFC 501.4, and MV City Standard Engineering Plan 108d)

62. The angle of approach and departure for any means of Fire Department access shall not exceed 1 ft drop in 20 ft (0.3 m drop in 6 m), and the design limitations of the fire apparatus of the Fire Department shall be subject to approval by the AHJ . (CFC 503 and MVMC 8.36.060)

63. Prior to issuance of Building Permits, the applicant /developer shall provide the Fire Prevention Bureau with an approved site plan for Fire Lanes and signage. ( CFC 501.3)

64. Prior to issuance of Certificate of Occupancy or Building Final, “Blue Reflective Markers” shall be installed to identify fire hydrant locations in accordance with City specifications. (CFC 509.1 and MVLT 440A-0 through MVLT 440C-0)

65. Existing fire hydrants on public streets are allowed to be considered available .

Existing fire hydrants on adjacent properties shall not be considered available unless fire apparatus access roads extend between properties and easements are 9 of 28
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established to prevent obstruction of such roads. (CFC 507, 501.3) a - After the local water company signs the plans, the originals shall be presented to the Fire Prevention Bureau for signatures. The required water system, including fire hydrants, shall be installed, made serviceable, and be accepted by the Moreno Valley Fire Department prior to beginning construction. They shall be maintained accessible.

66. Final fire and life safety conditions will be addressed when the Fire Prevention Bureau reviews building plans. These conditions will be based on occupancy, use, California Building Code (CBC), California Fire Code (CFC), and related codes, which are in effect at the time of building plan submittal.

67. The Fire Code Official is authorized to enforce the fire safety during construction requirements of Chapter 33. (CFC Chapter 33 & CBC Chapter 33)

68. Fire lanes and fire apparatus access roads shall have an unobstructed width of not less than twenty –four (24) feet and an unobstructed vertical clearance of not less the thirteen (13) feet six (6) inches. (CFC 503.2.1 and MVMC 8.36.060[E])

69. Prior to issuance of Certificate of Occupancy or Building Final, the applicant/developer shall install a fire sprinkler system based on square footage and type of construction, occupancy or use. Fire sprinkler plans shall be submitted to the Fire Prevention Bureau for approval prior to installation. (CFC Chapter 9, MVMC 8.36.100[D])

70. Prior to issuance of the building permit for development, independent paved access to the nearest paved road, maintained by the City shall be designed and constructed by the developer within the public right of way in accordance with City Standards. (MVMC 8.36.060, CFC 501.4)

71. The minimum number of fire hydrants required, as well as the location and spacing of fire hydrants, shall comply with the C .F.C., MVMC, and NFPA 24. Fire hydrants shall be located no closer than 40 feet to a building. The size and number of outlets required for the approved fire hydrants are (6” x 4” x 2 ½”) (CFC 507.5.1, 507.5.7, Appendix C, NFPA 24-7.2.3, MVMC 912.2.1)

72. During phased construction, dead end roadways and streets which have not been completed shall have a turn -around capable of accommodating fire apparatus . (CFC 503.1 and 503.2.5)

73. If construction is phased, each phase shall provide an approved emergency vehicular access way for fire protection prior to any building construction. ( CFC 501.4)

74. Plans for private water mains supplying fire sprinkler systems and/or private fire 10 of 28
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hydrants shall be submitted to the Fire Prevention Bureau for approval. (CFC 105 and CFC 3312.1)

75. Prior to issuance of Certificate of Occupancy or Building Final, all residential dwellings shall display street numbers in a prominent location on the street side of the residence in such a position that the numbers are easily visible to approaching emergency vehicles. The numbers shall be located consistently on each dwelling throughout the development. The numerals shall be no less than four (4) inches in height and shall be low voltage lighted fixtures. (CFC 505.1, MVMC 8.36.060[I])

76. Single Family Dwellings . Schedule "A" fire prevention approved standard fire hydrants (6” x 4” x 2 ½”) shall be located at each intersection of all residential streets. Hydrants shall be spaced no more than 500 feet apart in any direction so that no point on the street is more than 250 feet from a hydrant . Minimum fire flow shall be 1000 GPM for 1 hour duration of 20 PSI. Where new water mains are extended along streets where hydrants are not needed for protection of structures or similar fire problems, serving one and two -family residential developments, standard fire hydrants shall be provided at spacing not to exceed 1000 feet along the tract boundary for transportation hazards. (CFC 507.3, Appendix B, MVMC

8.36.060).

77. Prior to construction, all traffic calming designs /devices must be approved by the Fire Marshal and City Engineer.

78. Prior to issuance of Building Permits, the applicant /developer shall furnish one copy of the water system plans to the Fire Prevention Bureau for review. Plans shall: a.

Be signed by a registered civil engineer or a certified fire protection engineer; b .

Contain a Fire Prevention Bureau approval signature block; and c. Conform to hydrant type, location, spacing of new and existing hydrants and minimum fire flow required as determined by the Fire Prevention Bureau. The required water system, including fire hydrants, shall be installed, made serviceable, and be accepted by the Moreno Valley Fire Department prior to beginning construction. They shall be maintained accessible.

79. Prior to construction, all locations where structures are to be built shall have an approved Fire Department access based on street standards approved by the Public Works Director and the Fire Prevention Bureau. (CFC 501.4)

80. Prior to issuance of building permits, plans specifying the required structural materials for building construction in high fire hazard severity zones shall be submitted to the Fire Prevention Bureau for approval. (CFC, 4905)

81. Prior to issuance of Building Permits, plans for structural protection from vegetation fires shall be submitted to the Fire Prevention Bureau for review and approval .

Measures shall include, but are not limited to: noncombustible barriers (cement or 11 of 28
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block walls), fuel modification zones, etc. (CFC Chapter 49)

PUBLIC WORKS DEPARTMENT
Land Development

82. Aggregate slurry, as defined in Section 203-5 of Standard Specifications for Public Works Construction, shall be required prior to 90% security reduction or the end of the one -year warranty period of the public streets as approved by the City Engineer .

If slurry is required, a slurry mix design shall be submitted for review and approved by the City Engineer. The latex additive shall be Ultra Pave 70 (for anionic) or Ultra Pave 65 K (for cationic) or an approved equal per the geotechnical report. The latex shall be added at the emulsion plant after weighing the asphalt and before the addition of mixing water. The latex shall be added at a rate of two to two-and-one-half (2 to 2½) parts to one -hundred (100) parts of emulsion by volume .

Any existing striping shall be removed prior to slurry application and replaced per City standards.

83. The developer shall comply with all applicable City ordinances and resolutions including the City ’s Municipal Code (MC) and if subdividing land, the Government Code (GC) of the State of California, specifically Sections 66410 through 66499.58, said sections also referred to as the Subdivision Map Act (SMA). [MC 9.14.010]

84. The final approved conditions of approval (COAs) issued and any applicable Mitigation Measures by the Planning Division shall be photographically or electronically placed on mylar sheets and included in the Grading and Street Improvement plans.

85. The developer shall monitor, supervise and control all construction related activities, so as to prevent these activities from causing a public nuisance, including but not limited to, insuring strict adherence to the following:
(a) Removal of dirt, debris, or other construction material deposited on any public street no later than the end of each working day.
(b) Observance of working hours as stipulated on permits issued by the Land Development Division.
(c) The construction site shall accommodate the parking of all motor vehicles used by persons working at or providing deliveries to the site. (d) All dust control measures per South Coast Air Quality Management District (SCAQMD) requirements during the grading operations.

Violation of any condition, restriction or prohibition set forth in these conditions shall subject the owner, applicant, developer or contractor (s) to remedy as noted in City Municipal Code 8.14.090. In addition, the City Engineer or Building Official may suspend all construction related activities for violation of any condition, restriction or 12 of 28
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prohibition set forth in these conditions until such time as it has been determined that all operations and activities are in conformance with these conditions.

86. Drainage facilities (e.g., catch basins, water quality basins, etc.) with sump conditions shall be designed to convey the tributary 100-year storm flows .

Secondary emergency escape shall also be provided.

87. In the event right -of-way or offsite easements are required to construct offsite improvements necessary for the orderly development of the surrounding area to meet the public health and safety needs, the developer shall make a good faith effort to acquire the needed right -of-way in accordance with the Land Development Division’s administrative policy. If unsuccessful, the Developer shall enter into an agreement with the City to acquire the necessary right -of-way or offsite easements and complete the improvements at such time the City acquires the right -of-way or offsite easements which will permit the improvements to be made. The developer shall be responsible for all costs associated with the right -of-way or easement acquisition. [GC 66462.5]

88. The developer shall protect downstream properties from damage caused by alteration of drainage patterns (i.e. concentration or diversion of flow, etc ).

Protection shall be provided by constructing adequate drainage facilities, including, but not limited to, modifying existing facilities or by securing a drainage easement . [MC 9.14.110]

89. The maintenance responsibility of the proposed storm drain line shall be clearly identified. Storm drain lines within private property will be privately maintained and those within public streets will be publicly maintained.

90. A storm drain manhole shall be placed at the right -of-way line to mark the beginning of the publicly maintained portion of any private storm drain.

91. For single family residential subdivisions, all lots shall drain to the street at a minimum surface grade of 2.0% and on -site drainage shall be conveyed onto the street with subsurface drains at a minimum grade of 0.5% per current City Standards MVSI -152 and MVSI -153A. No cross -lot or over the public sidewalk drainage shall be allowed.

92. This project shall submit civil engineering design plans, reports and /or documents (prepared by a registered /licensed civil engineer) for review and approval by the City Engineer per the current submittal requirements, prior to the indicated threshold or as required by the City Engineer. The submittal consists of, but is not limited to, the following:
a. Final (Tract) Map (recordation prior to building permit issuance); b. Rough grading w/ erosion control plan (prior to grading permit issuance); c. Precise grading w/ erosion control plan (prior to grading permit issuance); 13 of 28
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d. Public improvement plan (e.g., street /storm drain w/ striping, RCFC storm drain, sewer/water, etc.) (prior to map approval);
e. Final drainage study (prior to map approval);
f. Final WQMP (prior to grading plan approval);
g. Legal documents (e.g., easement (s), dedication (s), etc.) (prior to Building Permit issuance);
h. As-Built revision for all plans (prior to Occupancy release);

93. Water quality best management practices (BMPs) designed to meet Water Quality Management Plan (WQMP) requirements for single -family residential development shall not be used as a construction BMP. Water quality BMPs shall be maintained for the entire duration of the project construction and be used to treat runoff from those developed portions of the project. Water quality BMPs shall be protected from upstream construction related runoff by having proper best management practices in place and maintained. Water quality BMPs shall be graded per the approved design plans and once landscaping and irrigation has been installed, it and its maintenance shall be turned over to an established Homeowner ’s Association (HOA). The Homeowner ’s Association shall enter into an agreement with the City for basin maintenance.

94. If improvements associated with this project are not initiated within two (2) years of the date of approval of the Public Improvement Agreement (PIA), the City Engineer may require that the engineer's estimate for improvements associated with the project be modified to reflect current City construction costs in effect at the time of request for an extension of time for the PIA or issuance of a permit. [ MC

9.14.210(B)(C)]
Prior to Grading Plan Approval

95. Resolution of all drainage issues shall be as approved by the City Engineer.

96. A final detailed drainage study (prepared by a registered /licensed civil engineer ) shall be submitted for review and approved by the City Engineer. The study shall include, but not be limited to: existing and proposed hydrologic conditions as well as hydraulic calculations for all drainage control devices and storm drain lines. The study shall analyze 1, 3, 6 and 24-hour duration events for the 2, 5, 10 and 100-year storm events [MC 9.14.110(A.1)]. A digital (pdf) copy of the approved drainage study shall be submitted to the Land Development Division.

97. The developer shall ensure compliance with the City Grading ordinance, these Conditions of Approval and the following criteria:
a. The project street and lot grading shall be designed in a manner that perpetuates the existing natural drainage patterns with respect to tributary drainage area and outlet points. Unless otherwise approved by the City Engineer, lot lines 14 of 28
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shall be located at the top of slopes.
b. Any grading that creates cut or fill slopes adjacent to the street shall provide erosion control, sight distance control, and slope easements as approved by the City Engineer.
c. All improvement plans are substantially complete and appropriate clearance letters are provided to the City.
d. A soils /geotechnical report (addressing the soil ’s stability and geological conditions of the site) shall be submitted to the Land Development Division for review. A digital (pdf) copy of the soils /geotechnical report shall be submitted to the Land Development Division.

98. Grading plans (prepared by a registered /licensed civil engineer) shall be submitted for review and approved by the City Engineer per the current submittal requirements.

99. For any offsite grading, the developer shall submit written permission from adjacent property owners. If applicable, all areas outside of the project boundaries where grading results in slopes, the developer shall submit recorded slope easements. 100. The developer shall pay all remaining plan check fees. 101. Landscape & Irrigation plans (prepared by a registered /licensed landscape architect) for water quality BMPs shall be submitted for review and approved by the City Engineer per the current submittal requirements, if applicable. 102. A Storm Water Pollution Prevention Plan (SWPPP) shall be prepared in conformance with the State ’s current Construction Activities Storm Water General Permit. A copy of the current SWPPP shall be kept at the project site and be available for review upon request.
103. For projects that will result in discharges of storm water associated with construction with a soil disturbance of one or more acres of land, the developer shall submit a Notice of Intent (NOI) and obtain a Waste Discharger ’s Identification number (WDID#) from the State Water Quality Control Board (SWQCB) which shall be noted on the grading plans.
104. The final project -specific Water Quality Management Plan (WQMP) shall be consistent with the conditionally approved P -WQMP, as well as in full conformance with the document: “Water Quality Management Plan - A Guidance Document for the Santa Ana Region of Riverside County” dated October 22, 2012. The F -WQMP shall be submitted and approved prior to application for and issuance of grading permits. At a minimum, the F -WQMP shall include the following: Site Design BMPs; Source Control BMPs, Treatment Control BMPs, Operation and Maintenance requirements for BMPs and sources of funding for BMP implementation. a. The Applicant has proposed to incorporate the use of Bioretention. Final 15 of 28
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design and sizing details of all BMPs must be provided in the first submittal of the F-WQMP. The Applicant acknowledges that more area than currently shown on the plans may be required to treat site runoff as required by the WQMP guidance document and may result in the lost of lot(s).
b. The Applicant shall substantiate the applicable Hydrologic Condition of Concerns (HCOC) in Section F of the F -WQMP. <The HCOC designates that the project will be exempt from mitigation requirements based on Exemption 3>. c. All proposed LID BMP ’s shall be designed in accordance with the RCFC&WCD’s Design Handbook for Low Impact Development Best Management Practices, dated September 2011.
d. The proposed LID BMP ’s as identified in the project -specific P -WQMP shall be incorporated into the Final WQMP.
e. The NPDES notes per City Standard Drawing No. MVFE-350-0 shall be included in the grading plans.
f. Post-construction treatment control BMPs, once placed into operation for post-construction water quality control, shall not be used to treat runoff from construction sites or unstabilized areas of the site.
g. Prior to precise grading plan approval, the grading plan shall show any proposed trash enclosure to include a cover (roof) and sufficient size for dual bin (1 for trash and 1 for recyclables). The architecture shall be approved by the Planning Division and any structural approvals shall be made by the Building and Safety Division.

Prior to Grading Permit
105. A receipt showing payment of the Area Drainage Plan (ADP) fee to Riverside County Flood Control and Water Conservation District shall be submitted. [ MC

9.14.100(O)]
106. If the developer chooses to construct the project in phases, a Construction Phasing Plan for the construction of on -site public or private improvements shall be submitted for review and approved by the City Engineer. 107. A digital (pdf) copy of all approved grading plans shall be submitted to the Land Development Division.
108. Security, in the form of a cash deposit (preferable), bond or letter of credit shall be submitted as a guarantee of the implementation and maintenance of erosion control measures. At least twenty -five (25) percent of the required security shall be in the form of a cash deposit with the City. [MC 8.21.160(H)]
109. Security, in the form of a cash deposit (preferable), bond or letter of credit shall be submitted as a guarantee of the completion of the grading operations for the project. [MC 8.21.070]
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110. The developer shall pay all applicable inspection fees. 111. All necessary permits from Department of Water Resources for grading, storm drain construction, etc. shall be obtained, ifapplicable.

Prior to Map Approval
112. All proposed street names shall be submitted for review and approved by the City Engineer, if applicable. [MC 9.14.090(E.2.k)]
113. A copy of the Covenants, Conditions and Restrictions (CC&R's) shall be submitted for review and approved by the City Engineer. The CC&R's shall include, but not be limited to, access easements, reciprocal access, private and /or public utility easements as may be relevant to the project. In addition, for single -family residential development, bylaws and articles of incorporation shall also be included as part of the maintenance agreement for any water quality BMPs. 114. The developer shall enter into a Cooperative Agreement with the City and Riverside County Flood Control and Water Conservation District establishing the terms and conditions covering the inspection, operation and maintenance of Master Drainage Plan facilities required to be constructed as part of the project. 115. After recordation, a digital (pdf) copy of the recorded map shall be submitted to the Land Development Division.
116. Resolution of all drainage issues shall be as approved by the City Engineer. 117. If the project involves the subdivision of land, maps may be developed in phases with the approval of the City Engineer. Financial security shall be provided for all public improvements associated with each phase of the map. The boundaries of any multiple map increment shall be subject to the approval of the City Engineer. If the project does not involve the subdivision of land and it is necessary to dedicate right-of-way/easements, the developer shall make the appropriate offer of dedication by separate instrument. In either case, the City Engineer may require the dedication and construction of necessary utility, street or other improvements beyond the project boundary, if the improvements are needed for circulation, parking, access, or for the welfare or safety of the public. This approval must be obtained prior to the Developer submitting a Phasing Plan to the California Bureau of Real Estate. [MC 9.14.080(B)(C), GC 66412 & 66462.5] 118. Maps (prepared by a registered civil engineer and /or licensed surveyor) shall be submitted for review and approved by the City Engineer per the current submittal requirements.
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119. Under the current permit for storm water activities required as part of the National Pollutant Discharge Elimination System (NPDES) as mandated by the Federal Clean Water Act, this project is subject to the following requirements:
a. Establish a Home Owners Association (HOA) to finance the maintenance of the “Water Quality BMPs ”. Any lots which are identified as “Water Quality BMPs ” shall be owned in fee by the HOA.
b. Dedicate a maintenance easement to the City of Moreno Valley. c. Execute a maintenance agreement between the City of Moreno Valley and the HOA, which shall be approved by City Council.
d. Provide a certificate of insurance per the terms of the maintenance agreement.
e. Select one of the following options to meet the financial responsibility to provide storm water utilities services for the required continuous operation, maintenance, monitoring system evaluations and enhancements, remediation and/or replacement, all in accordance with Resolution No. 2002-46. i. Participate in the mail ballot proceeding in compliance with Proposition 218, for the Residential NPDES Regulatory Rate Schedule and pay all associated costs with the ballot process, or
ii. Establish an endowment to cover future maintenance costs for the Residential NPDES Regulatory Rate Schedule.
f. Notify the Special Districts Division of the intent to record the final map 90 days prior to City Council action authorizing recordation of the final map and the financial option selected. The final option selected shall be in place prior to the issuance of certificate of occupancy. [California Government Code & Municipal Code]
120. The developer shall guarantee the completion of all related improvements required for this project by executing a Public Improvement Agreement (PIA) with the City and posting the required security. [MC 9.14.220]
121. All public improvement plans required for this project shall be approved by the City Engineer in order to execute the Public Improvement Agreement (PIA). 122. The developer shall comply with the requirements of the City Engineer based on recommendations of the Riverside County Flood Control District regarding the construction of County Master Plan Facilities.

Prior to Improvement Plan Approval
123. The developer is required to bring any existing access ramps adjacent to and fronting the project to current ADA (Americans with Disabilities Act) requirements.

However, when work is required in an intersection that involves or impacts existing access ramps, all access ramps in that intersection shall be retrofitted to comply 18 of 28
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with current ADA requirements, unless otherwise approved by the City Engineer. 124. The developer shall submit clearances from all applicable agencies, and pay all applicable plan check fees.
125. The street improvement plans shall comply with current City policies, plans and applicable City standards (i.e. MVSI-160 series, etc.) throughout this project. 126. Any missing or deficient existing improvements along the project frontage within shall be constructed or secured for construction. The City Engineer may require the ultimate structural section for pavement to half -street width plus 18 feet or provide core test results confirming that existing pavement section is per current City Standards; additional signing & striping to accommodate increased traffic imposed by the development, etc.
127. The plans shall indicate any restrictions on trench repair pavement cuts to reflect the City’s moratorium on disturbing newly -constructed pavement less than three (3) years old and recently slurry sealed streets less than one (1) year old. Pavement cuts may be allowed for emergency repairs or as specifically approved in writing by the City Engineer. Special requirements shall be imposed for repaving, limits to be determined by the City Engineer.
128. All dry and wet utilities shall be shown on the plans and any crossings shall be potholed to determine actual location and elevation. Any conflicts shall be identified and addressed on the plans. The pothole survey data shall be submitted to Land Development with the public improvement plans for reference purposes only. The developer is responsible to coordinate with all affected utility companies and bear all costs of any utility relocation.
129. Drainage facilities (i.e. catch basins, etc.) with sump conditions shall be designed to convey the tributary 100-year storm flows. Secondary emergency escape shall also be provided.
130. All public improvement plans (prepared by a licensed /registered civil engineer) shall be submitted for review and approved by the City Engineer per the current submittal requirements.

Prior to Encroachment Permit
131. A digital (pdf) copy of all approved improvement plans shall be submitted to the Land Development Division.
132. All applicable inspection fees shall be paid.
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133. The plans shall indicate any restrictions on trench repair pavement cuts to reflect the City’s moratorium on disturbing newly -constructed pavement less than three (3) years old and recently slurry sealed streets less than one (1) year old. Pavement cuts may be allowed for emergency repairs or as specifically approved in writing by the City Engineer. Special requirements shall be imposed for repaving, limits to be determined by the City Engineer.
134. Any work performed within public right-of-way requires an encroachment permit.

Prior to Building Permit
135. An engineered -fill certification, rough grade certification and compaction report shall be submitted for review and approved by the City Engineer. A digital (pdf) copy of the approved compaction report shall be submitted to the Land Development Division. All pads shall meet pad elevations per approved grading plans as noted by the setting of “blue-top” markers installed by a registered land surveyor or licensed civil engineer.
136. For all subdivision projects, the map shall be recorded (excluding model homes ). [MC 9.14.190]
137. A walk through with a Land Development Inspector shall be scheduled to inspect existing improvements within public right of way along project frontage. Any missing, damaged or substandard improvements including ADA access ramps that do not meet current City standards shall be required to be installed, replaced and /or repaired. The applicant shall post security to cover the cost of the repairs and complete the repairs within the time allowed in the public improvement agreement used to secure the improvements.
138. Certification to the line, grade, flow test and system invert elevations for the water quality control BMPs shall be submitted for review and approved by the City Engineer (excluding models homes).

Prior to Occupancy
139. All outstanding fees shall be paid.
140. All required as -built plans (prepared by a registered /licensed civil engineer) shall be submitted for review and approved by the City Engineer per the current submittal requirements.
141. The final /precise grade certification shall be submitted for review and approved by the City Engineer.
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142. The developer shall complete all public improvements in conformance with current City
standards, except as noted in the Special Conditions, including but not limited to the following:
a. Street improvements including, but not limited to: pavement, base, curb and/or gutter, cross gutters, spandrel, sidewalks, drive approaches, pedestrian ramps, street lights (SL-2), signing, striping, under sidewalk drains, landscaping and irrigation, medians, pavement tapers/transitions and traffic control devices as appropriate.
b. Grind and overlay full street width along the project's frontage shall be required.
c. Storm drain facilities including, but not limited to: storm drain pipe, storm drain laterals, open channels, catch basins and local depressions. d. City-owned utilities.
e. Sewer and water systems including, but not limited to: sanitary sewer, potable water and recycled water.
f. Under grounding of all existing and proposed utilities adjacent to and on-site. [MC 9.14.130]
g. Relocation of overhead electrical utility lines including, but not limited to:
electrical, cable and telephone.
143. For residential subdivisions, punch list work for improvements and capping of streets
in that phase shall be completed and approved for acceptance by the City Engineer, prior to the last 20% or last 5% (whichever is greater, unless as otherwise determined by the City Engineer).
144. The applicant shall ensure the following, pursuant to Section XII. I. of the 2010 NPDES Permit:
a. Field verification that structural Site Design, Source Control and Treatment Control BMPs are designed, constructed and functional in accordance with the approved Final Water Quality Management Plan (WQMP).
b. Certification of best management practices (BMPs) from a state licensed civil engineer. An original WQMP BMP Certification shall be submitted for review and approved by the City Engineer.
145. The Developer shall comply with the following water quality related items:
a.

Notify the Land Development Division prior to construction and installation of all structural BMPs so that an inspection can be performed. b. Demonstrate that all structural BMPs described in the approved final project-specific WQMP have been constructed and installed in conformance with the approved plans and specifications;
c. Demonstrate that Developer is prepared to implement all non-structural BMPs described in the approved final project-specific WQMP; and d. Demonstrate that an adequate number of copies of the approved final project-specific WQMP are available for future owners/occupants. 21 of 28
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e. Clean and repair the water quality BMP's, including re -grading to approved civil drawing if necessary.
f. Obtain approval and complete installation of the irrigation and landscaping. 146. Prior to the first occupancy, the developer shall be required to construct Riverside County Flood Control and Water Conservation District ’s Sunnymead MDP Line M -2 from its current terminus to the project's westerly boundary.

Special Districts Division
147. The ongoing maintenance of any landscaping required to be installed behind the curb shall be the responsibility of the property owner. 148. MAJOR INFRASTRUCTURE FINANCING DISTRICT. This project has been identified to potentially be included in the formation of a special financing district for the construction and maintenance of major infrastructure improvements which may include but are not limited to thoroughfares, bridges, and certain flood control improvements. The property owner (s) shall participate in such district and pay any special tax, assessment, or fee levied upon the project property for such district. At the time of the public hearing to consider formation of or annexation into the district, the qualified elector (s) will not protest the formation or annexation, but will retain the right to object to any eventual tax /assessment/fee that is not equitable should the financial burden of the tax /assessment/fee not be reasonably proportionate to the benefit the affected property obtains from the improvements to be installed and /or maintained. The Developer must notify the Special Districts Division at 951.413.3480 or at specialdistricts@moval .org when submitting an application for the first building permit to determine whether the development will be subjected to this condition. If subject to the condition, the special election requires a minimum 90-day process in compliance with the provisions of Article 13C of the California Constitution.
149. The parcel (s) associated with this project have been incorporated into the Moreno Valley Community Services District Zone A (Parks & Community Services) and Zone C (Arterial Street Lighting). All assessable parcels therein shall be subject to annual parcel taxes for Zone A and Zone C for operations and capital improvements.
150. This project is conditioned to provide a funding source for the operation and maintenance of public improvements and /or services associated with new development in that territory. The Developer shall satisfy this condition with one of the options below.

a. Participate in a special election for maintenance /services and pay all associated costs of the election process and formation, if any. Financing may be 22 of 28
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structured through a Community Facilities District, Landscape and Lighting Maintenance District, or other financing structure as determined by the City; or b.

Establish an endowment fund to cover the future maintenance and/or service costs.

The Developer must notify the Special Districts Division at 951.413.3480 or at [email protected] of its selected financial option prior to City Council action authorizing recordation of the final map for the development. A minimum of 90 days is needed to complete the special election process. This allows adequate time to be in compliance with the provisions of Article 13C of the California Constitution for conducting a special election.

The financial option selected shall be in place prior to the issuance of the first building permit for the project.
151. This project has been conditioned to provide a funding source for the continued maintenance,
enhancement, and/or retrofit of parks, open spaces, linear parks, and/or trail systems. The Developer shall satisfy this condition with one of the options below.
a. Participate in a special election for annexation into Community Facilities District No. 1 or other district and pay all associated costs of the special election process and formation, if any; or
b. Establish an endowment fund to cover future maintenance costs for new neighborhood parks.

Annexation to CFD No. 1 shall be completed or proof of payment to establish the endowment fund shall be provided prior to the issuance of the first building permit for this project.
152. This project has been identified to be included in the formation of a Community Facilities
District for Public Safety services including but not limited to Police, Fire Protection, Paramedic Services, Park Rangers, and Animal Control services. The property owner(s) shall not protest the formation; however, they retain the right to object to the rate and method of maximum special tax. In compliance with 23 of 28
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Proposition 218, the property owner shall agree to approve the mail ballot proceeding (special election) for either formation of the CFD or annexation into an existing district that may already be established. The Developer must notify the Special Districts Division at 951.413.3480 or specialdistricts@moval .org of its intent to record the final map for the development 90 days prior to City Council action authorizing recordation of the map. This allows adequate time to be in compliance with the provisions of Article 13C of the California Constitution . (California Government Code Section 53313 et. seq.)
153. Residential (R) If Land Development, a Division of the Public Works Department, requires this project to supply a funding source necessary to provide for, but not limited to, stormwater utilities services for the required continuous operation, maintenance, monitoring, systems evaluation and enhancements of on -site facilities and performing annual inspections of the affected areas to ensure compliance with state mandated storm water regulations, a funding source needs to be established .

The Developer must notify the Special Districts Division at 951.413.3480 or at [email protected] of its selected financial option for the National Pollution Discharge Elimination System (NPDES) program (see Land Development ’s related condition). Participating in a special election the process requires a 90 day period prior to City Council action authorizing recordation of the final map for the development and to participate in a special election process. This allows adequate time to be in compliance with the provisions of Article 13D of the California Constitution. California Health and Safety Code Sections 5473 through 5473.8 (Ord. 708 Section 3.1, 2006) & City of Moreno Valley Municipal Code Title 3, Section 3.50.050.)
Transportation Engineering Division
154. Private streets' road width shall be a minimum of 24-feet with no parking allowed on either side. Applicant shall provide signage (NO PARKING) along the streets per current MUTCD standards.
155. The design and proposed location of the project driveways shall conform to City of Moreno Valley Standard No. MVSI-112C-0 for Commercial Driveway Approaches and Section 9.11.080, and Table 9.11.080-14 of the City's Municipal Code - Design Guidelines or as approved by the City Engineer. Applicant needs to show driveways per City Standard, including additional dedications for public improvements. 156. Right-of-way at driveway (s) entrances shall accommodate all public improvements (i.e. curb ramps, utility controllers, etc .); applicant shall provide dedication as required and appropriate. Show driveways per City standards (curb radii, ramps, grades, so for.)
157. Any proposed driveway gate shall be set back at a minimum of 60 feet from the 24 of 28
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property line or as determined by the traffic study to provide sufficient storage length in
front of the gate for entering traffic. Gate doors shall be rolling type or swing away from Iris Avenue.

1. Shown gate for westerly driveway needs to swing away from Iris Avenue.

2. Main entrance storage length for visitors is not adequate, location of visitor call box needs to be relocated in order to provide at least two (2) cars on the visitor lane.
158. Applicant shall plan to accommodate gates at entrances and provide road width and improvements accordingly.

For
main access point, easterly driveway at proposed Street A, the entrance design shall provide the following:
a. Gate shall be set back a minimum of 60 feet from the property line. b. A turnaround area - Applicant needs to provide vehicle turning template to show adequacy of provided turnaround area.
c. A storage lane with a minimum of 60 feet queuing length for entering traffic. d. A second storage lane for visitors to stop and use a call box (or other service) for permission to enter the community. Visitor storage lane seems insufficient due to location of call box, relocate call box or propose design with adequate vehicle storage.
e. No Parking signs posted in the turnaround area.
f. A separate pedestrian entry.
g. Presence loop detectors (or another device) within 1 to 2 feet of the gate that ensures that the gate remain open while any vehicle in in the queue. h. Slide doors or gate doors that swing away from incoming traffic. i. A median will be required as traffic calming measure into residential development. Median shall be kept within private property and shall not encroach onto public right-of-way.
159. Conditions of approval may be modified or added if a phasing plan is submitted for this development.
160. All project driveways to public streets shall conform to Section 9.11.080, and Table

9.11.080-14 of the City’s Development Code – Design Guidelines and City of Moreno Valley Standard Plans No. MVSI-112A~D-0 for commercial driveway approaches.
161. The gated entrance shall be provided with the following, or as approved by the City Traffic
Engineer: A- A storage lane with a minimum of 60’ provided for queuing. B - A second storage lane for visitors to stop in prior to the gate to utilize a call box (or other device) to receive permission to enter the site. C - Signing and striping for A. and B. D - A turnaround outside the gates of 38’ radius. E - No Parking Signs shall be posted in the turnaround areas. F - A separate pedestrian entry.

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ensures that the gates remain open while any vehicle is in the queue. All of these items shall be kept in working order.
162. Sight distance at the proposed roadways and driveways shall conform to City of Moreno Valley Standard No. MVSI-164A,B,C-0 at the time of preparation of final grading, landscape, and street improvement plans.
163. During construction activity, developer is responsible for regularly scheduled street sweeping per approved street sweeping schedule.
164. Prior to issuance of a construction permit, construction traffic control plans prepared by a qualified, registered Civil or Traffic engineer may be required for plan approval or as required by the City Traffic Engineer.
165. Prior to final approval of any landscaping or monument sign plans, the project plans shall demonstrate that sight distance at the project driveways conforms to City Standard Plan No. MVSI-164A, B, C-0.
166. Prior to the final approval of the street improvement plans, a signing and striping plan shall be prepared per City of Moreno Valley Standard Plans - Section 4 for all streets within the project area.
167. Prior to issuance of a Building Final or Certificate of Occupancy, all approved street improvements shall be installed to the satisfaction of the City Engineer. 168. Prior to issuance of a Building Final or Certificate of Occupancy, all approved signing and striping shall be installed per current City Standards

PARKS & COMMUNITY SERVICES DEPARTMENT
169. This project is subject to current Quimby Fees.
170. Bikeways shall not be shared with any above ground utilities, blocking total width access.
171. According to the General Plan and City ’s Juan Bautista de Anza trail plan, project improvements include a Class I Bikeway, walkway, and landscaped area. City shall construct paved Class I bike trail only. Developer shall design and construct landscape and irrigation improvements for the Juan Bautista de Anza trail greenbelt, including lighting along the trail. Landscaping and irrigation shall be maintained by City following acceptance of the public improvements into the City's Community Services District. The greenbelt shall conform to City of Moreno Valley standard plans and specifications, “CalTrans Design Manual,” and Department of Water Resources (DWR) requirements. The developer shall comply with the following conditions:
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a. Concurrent with the recordation of the final map, an easement for trail purposes shall be dedicated to the City of Moreno Valley Community Services District.
b. Bonds for construction of the landscaping within the project and these COA’s shall be provided (per Parks and Community Services criteria) concurrent with the Subdivision Improvements Agreement process.
d. Plans for improvements at the greenbelt shall be submitted and approved by the Director of Parks and Community Services or designee prior to the approval of Precise Grading Plans.
e. Prior to the issuance of any building permits, detailed final plans for the greenbelt, street improvement, and fence or wall shall be reviewed and approved by the Director of the Parks and Community Services Department or his/her designee. g. Where feasible, walkways from the project may connect to the bikeway/walkway.
f. Landscape improvements shall be surveyed and staked by the developer’s Civil Engineer. The landscape improvements shall be inspected and approved by the Director of Parks and Community Services or designee prior to the issuance of any building permits.
g. Eight sets of complete park and/or trail plans shall be submitted to Parks and Community Services for routing. Adjacent landscaping and walls shall be shown on the plans. Final construction plans and details require wet stamped and signed mylars, two sets of bond copies from the City signed mylars, and AutoCAD.dwf and PDF files on CD.
h. Construction of landscape improvements shall begin no later than issuance of 30% building permits and be completed no later than issuance of 70% building permits.
172. All street crossings for Class-I Bikeways shall be signed with approved signage. 173. In order to prevent the delay of building permit issuance, any deviation from materials
shall be submitted to Parks and Community Services and approved in writing (at the Department’s discretion) 60-days prior to the commencement of construction. Any unauthorized deviation from the approved plan and/or the City’s specifications and/or Conditions of Approval may result in the holding of building permits and/or building finals.
174. All inspections shall be requested two (2) working days’ in advance from the Parks and Community Services Department at the time of rough and precise grading, fence/wall installation, curb and drainage, flatwork, mulch installation, graffiti coating, soil preparation, irrigation placement, site electrical, weed abatement, planting, and final inspection. Failure to schedule inspections may result in cessation of work and/or re-inspection fees/penalties.
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175. This project is subject to current Development Impact Fees. Section 3.38.150 of the City’s Municipal Code allows for the developer to receive credits for qualifying public improvements. For consideration of a DIF credit, the developer shall provide an Architect ’s Cost Estimate. The developer ’s maximum credit amount is based on the lower of the DIF Study Costs, the Architect ’s Estimate and the DIF Fee Obligation. Allowance of DIF credits is subject to City review and approval, and is not guaranteed by these Conditions of Approval.

Standard Conditions
176. Detailed final plans (mylars, PDF, and AutoCAD file on a DVD -R) for parks, trails/bikeways, fencing, and adjoining landscaped areas shall be submitted to and approved by the Director of Parks and Community Services, or his /her designee, prior to the issuance of any building permits. All plans are to include a profile showing grade changes.
177. Within the improvements for PCS, the applicant shall show all existing and planned easements on all maps and plans. Easements on City /CSD owned or maintained parks, trails, bikeways, and landscape shall be identified on each of these plans with the instrument number of the recorded easement.
178. Prior to recordation of the Final Map, the applicant shall post security to guarantee construction or modification of parks, trails and /or bikeways for the City /CSD.

Copies of said documentation shall be provided to PCS, prior to the approval of the Final Map.
179. Applicable plan check and inspection fees shall be paid, per the approved City fee schedule.
180. A restriction shall be placed on lots that back up to City /CSD owned or maintained parks, trails, bikeways, and landscaped areas, preventing openings or gates accessing the City /CSD owned or maintained property. This shall be documented through Covenants, Conditions, and Restrictions (CC&R’s). A copy of the CC&R ’s with this restriction noted shall be submitted and approved by the Director of Parks and Community Services or his /her designee, prior to the recordation of the Final Map.
181. The following plans require PCS written approval: Tentative tract /parcel maps; rough grading plans (including all Delta changes ); Final Map; precise grading plans; street improvement plans; traffic signal plans; fence and wall plans; landscape plans for areas adjacent to bikeways; trail improvement plans. PCS will not approve any permits without review and approval of the above items. 28 of 28
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631.0
WGS_1984_Web_Mercator_Auxiliary_Sphere
Feet631.00 315.48
PEN20-0063 & 0065 Site Map
DISCLAIMER: The information shown on this map was compiled from the City of Moreno Valley GIS and Riverside County GIS. The land base and facility information on this map is for display purposes only and should not be relied upon without independent verification as to its accuracy. Riverside County and City of Moreno Valley will not be held responsible for any claims, losses or damages resulting from the use of this map.

APN(s): 312020025
Notes:

Legend
10/26/2020Print Date:

Image Source: Nearmap
Master Plan of Trails
Bridge
Improved
Multiuse
Proposed
Regional
State
Road Labels
Parcels
City Boundary
Sphere of Influence
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Report to City Council

ID#6143 Page 1
TO: Mayor and City Council
Mayor and City Council Acting in its Capacity as
President and Members of the Board of Directors of the
Moreno Valley Community Services District (CSD)

FROM: Jeremy Bubnick, Parks & Community Services Director

AGENDA DATE: March 7, 2023

TITLE: AUTHORIZATION TO AWARD A CONSTRUCTION
CONTRACT TO JB ASPHALT PAVING CO. DBA JB
BOSTICK, INC. FOR PARKING LOT PAVEMENT

REHABILITATION FOR COTTONWOOD GOLF CENTER,

MORENO VALLEY COMMUNITY PARK, MARCH FIELD
PARK AND PEDRORENA PARK - PROJECT NO. 807 0060

RECOMMENDED ACTION
Recommendation:

Recommendations: That the City Council and CSD:

1. Award a construction contract to JB Asphalt Paving Co., dba JB Bostick, Inc., for Parking Lot Pavement Rehabilitation for Cottonwood Golf Center, Moreno V alley Community Park, March Field Park and Pedrorena Park - Project No. 807 0060 - 5011 and authorize the City Manager to execute a contract in substantial conformance with the attached contract in the amount of $242,840.00, and authorize the City Manager to approve and execute any subsequent amendments subject to the approval of the City Attorney;

2. Authorize the issuance of a Purchase Order (PO) to JB Asphalt Paving Co., dba JB Bostick, Inc. in the amount of $303,550.00 (bid amount plus a 25% contingency of $60,710.00) necessary for completing the construction of this project, funded by Zone A (Fund 5011); and,

3. Authorize the Parks and Community Services Director to execute any subsequent change orders for JB Asphalt Paving Co., dba JB Bostick Inc.’s, A.11
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contract and/or PO to not exceed the contingency amount of $60,710.00, subject to the approval of the City Attorney.

SUMMARY

This report recommends approval of a contract with JB Asphalt Paving Co., dba JB Bostick, Inc., for the construction of Parking Lot Pav ement Rehabilitation for the Cottonwood Golf Center, Moreno Valley Community Park, March Field Park and Pedrorena Park. This project is funded by Zone A (Fund 5011) and is consistent with the rehabilitation and refurbishment of park areas identified in the Parks Rehabilitation & Refurbishment Program as approved by the City Council on October 18, 2022. This work also complies with the City Council’s Momentum MoVal Strategic Plan to manage and maximize Moreno Valley’s public infrastructure through maintenan ce programs and capital improvements.

DISCUSSION

This project provides pavement rehabilitation corrective work to the parking lot areas of four parks throughout the city. The corrective work (e.g. repairs, resurfacing, and striping) will help rehabilitate the parking lot assets of those City Parks in need of repair of existing parking lot areas adjacent to the Park areas at the lowest cost .

Refurbishment of the parking lots has been deferred in the past to allow funds to be utilized in areas where there were more pressing needs; however, these parking lots have continued to deteriorate and need rehabilitation and refurbishment to bring them back to a like new condition. The parking lots at Cottonwood Golf Center, Moreno Valley Community Park, March Field Park and Pedrorena Park have been identified in the Parks Rehabilitation & Refurbishment Program approved by the City Council on October 18, 2022, as a priority for parking lot improvements. The f unding for the improvements will come from the Park Rehabi litation & Refurbishment program project, which was funded by the Moreno Valley Foundation.

The project design was completed in -house by engineering staff and advertised for construction bids on December 22, 2022. Formal bidding procedures were followed in conformance with the Public Contract Code. Eight (8) bids were received via the electronic bid management system, PlanetBids, on January 31, 2023, as follows:

Contractors Bid Amount

1. JB Asphalt Paving Co. (dba J B Bostick Inc.) $242,840.00

2. Hardy & Harper, Inc. $310,000.00

3. Vance Corporation $331,693.00

4. Elegant Construction, Inc. $353,170.00

5. PaveWest, Inc $358,035.00

6. ONYX Paving Company, Inc. $369,000.00

7. All American Asphalt $403,512.00

8. PUB Construction, Inc. $437,407.00

The lowest responsible bidder was determined by comparing the cumulative total for all A.11
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bid items as stipulated in the bidding documents. Staff has reviewed the bid by JB Asphalt Paving Co., dba JB Bostick, Inc., and finds it to be the lowest responsiv e and responsible bidder in possession of a valid license and bid bond. No outstanding issues were identified through review of the references submitted by JB Asphalt Paving Co., dba JB Bostick, Inc., in their bid. Staff recommends awarding a contract to JB Asphalt Paving Co., dba JB Bostick, Inc., to provide construct for much needed rehabilitation of aging park parking lot areas.

A contingency amount of $60,710.00 is recommended to account for any changed field condition that may have occurred during the period between the completion of the engineering design work and start of construction. The contingency is also recommended to allow rapid response to avoid unnecessary construction delays that typically result in contractor change orders from unforese en circumstances encountered during construction.

The Planning Division of the Community Development Department determined that this project is exempt from the California Environmental Quality Act per Guidelines Section 15301(c) as a Class 1 (Existing Facilities).

Approval of the recommended actions would support the City Council approved Park Rehabilitation and Refurbishment Program, as approved on October 18, 2022, along with Objective 4 of the Momentum MoVal Strategic Plan: “Manage and maximize Moreno Valley’s public Infrastructure to ensure an excellent quality of life, develop and implement innovative, cost -effective infrastructure maintenance programs, public facilities management strategies, and capital improvement programming and project delivery.”

ALTERNATIVES

1. Approve and authorize the recommended actions as presented in this staff report. This alternative will provide for the timely construction of the P arking Lot Pavement Rehabilitation for the Cottonwood Golf Center, Moreno Valley Community Park, March Field Park and Pedrorena Park. project.

2. Do not approve and authorize the recommended actions as presented in this staff report. Staff does not recommend this alternative as it will delay the construction of needed improvements and may result in higher future repair costs.
.

FISCAL IMPACT

Project (807 0060 -5011) is currently budgeted in Zone A (Fund 5011). Funding was approved by City Council on October 18, 2022. No additional funding is being requested at this time.

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AVAILABLE BUDGET
Zone A (CIP Parks)
(Account No. 5011-50-57-80007-720199) (Project No. 807 0060-5011)….$6,000,000.00

ESTIMATED CONSTRUCTION COSTS:

Construction (including contingency)............................................................. $303,550.00

ANTICIPATED PROJECT SCHEDULE:

Construction is anticipated to begin early Summe r 2023 once all pre -construction documentation and information is provided by the contractor and approved by the City.

The project is anticipated to be completed by end of Summer 2023, barring any weather or unforeseen site condition delays.

NOTIFICATION

Prior to construction, the contractor will need to install notification signs to inform park users that construction activities will be occurring during the construction period.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Sharon Goodale . Jeremy Bubnick
Management Analyst Parks and Community Services Director

Concurred By: Department Approval:

Patty Yhuit Dan Monto
Senior Management Analyst Parks & Landscape Services Division Manager

CITY COUNCIL GOALS
Public Safety. Provide a safe and secure environment for people and property in the community, control the number and severity of fire and hazardous material incidents, and provide protection for citizens who live, work and visit the City of Moreno Valley.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs
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Objective 4.3: Address deferred maintenance of City infrastructure assets.

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc. , & Bonds- Project No. 807 0060

APPROVALS

Budget Officer Approval ✓ Approved . 2/26/23 7:04 PM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 2/27/23 9:04 AM A.11
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City of Moreno Valley
Project No. 807 0060
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Agreement No.

AGREEMENT

PROJECT NO. 807 0060

COTTONWOOD GOLF CENTER, MORENO VALLEY COMMUNITY PARK,

MARCH FIELD PARK, AND PEDRORENA PARK

PARKING LOT PAVEMENT REHABILITATION

THIS Agreement, effective as of the date signed by the City of Moreno Valley by and between the City of Moreno Valley, a municipal corporation, County of Riverside, State of California, hereinafter called the "City" and JB Asphalt Paving Co. dba JB Bostick, Inc, hereinafter called the "Contractor."

That the City and the Contractor for the consideration hereinafter named, agree as follows:

1. CONTRACT DOCUMENTS. The Contract Documents consist of the following, which are incorporated herein by this reference:

A. This Agreement
B. Any and all Contract Change Orders and Construction Change Directives issued after execution of this Agreement
C. Addenda Nos. 1 inclusive, issued prior to the Bid Deadline D. The bound Contract Documents that includes City Special Provisions, General Provisions, and Technical Provisions
E. Standard Specifications for Public Works Construction (“Greenbook”) – latest edition in effect at the Bid Deadline, as modified by the City Special Provisions F. Reference Specifications/Reference Documents other than those listed in paragraph 2, below
G. Project Plans
H. City Standard Plans
I. Caltrans Standard Plans
J. Governmental approvals, including, but not limited to, permits required for the Work K. Contractor’s Labor and Materials Payment Bond (for reference only) L. Contractor’s Faithful Performance Bond (for reference only) M. Contractor’s Certificates of Insurance and Additional Insured Endorsements

In the event of conflict between any of the Contract Documents, the provisions placing a more stringent requirement on the Contractor shall prevail. The Contractor shall provide the better quality or greater quantity of Work and/or materials unless otherwise directed by City in writing.

In the event none of the Contract Documents place a more stringent requirement or greater burden on the Contractor, the controlling provision shall be that which is found in the document with higher precedence in accordance with the above order of precedence.

2. REFERENCE DOCUMENTS. The following Reference Documents are not considered Contract Documents and are made available to the Contractor for informational purposes:

A. None

3. SCOPE OF WORK . The Contractor shall perform and provide all materials, tools, equipment, labor, and services necessary to complete the Work described in the Contract A.11.a
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Documents, except as otherwise provided in the Plans, Standard Specifications, or City Special Provisions to be the responsibility of others.

4. PAYMENT.

4.1. Contract Price and Basis for Payment. In consideration for the Contractor’s full, complete, timely, and faithful performance of the Work required by the Contract Documents, the City shall pay Contractor for the actual quantity of Work required under the Bid Items awarded by the City performed in accordance with the lump sum prices and unit prices for Bid Items and Additive Alternate Bid Items, if any, set forth the Bid Schedule submitted with the Bid. The sum of the unit prices and lump sum prices for the Base Bid Items and Additive Alternate Bid Items, if any, awarded by the City is Two hundred and forty- two thousand eight hundred and forty Dollars ($242,840.00) (“Contract Price”). It is understood and agreed that the quantities set forth in the Bid Schedule for which unit prices are fixed are estimates only and that City will pay and Contractor will accept, as full payment for these items of Work, the unit prices set forth in the Bid Schedule multiplied by the actual number of units performed, constructed, or completed as directed and measured by the City Engineer.

4.2. Payment Procedures. Based upon applications for payment submitted by the Contractor to the City, the City shall make payments to the Contractor in accordance with Section 7 of the Standard Specifications, as modified by Section 7 of the City Special Provisions.

5. CONTRACT TIME.

A. Contract Time. The Contract Time shall be Sixty (60) working days.

B. Initial Notice to Proceed. After the Agreement has been fully executed by the Contractor and the City, the City shall issue the “Notice to Proceed to Fulfill Preconstruction Requirements.” The date specified in the Notice to Proceed to Fulfill Preconstruction Requirements constitutes the date of commencement of the Contract Time of Sixty (60) Working Days. The Contract Time includes the time necessary to fulfill preconstruction requirements and to complete construction of the Project (except as adjusted by subsequent Change Orders).

The Notice to Proceed to Fulfill Preconstruction Requirements shall further specify that Contractor must complete the preconstruction requirements within Ten (10) Working Days after the date of commencement of the Contract Time; this duration is part of the Contract Time.

Preconstruction requirements include, but are not limited to, the following:

• Submitting and obtaining approval of Traffic Control Plans • Submitting and obtaining approval of the Stormwater Pollution Prevention Plan (SWPPP)/Water Pollution Control Plan (WPCP)
• Submitting and obtaining approval of critical required submittals • Installation of the approved Project Identification Signs • Obtaining an approved no fee Encroachment Permit
• Obtaining a Temporary Use Permit for a construction yard • Notifying all agencies, utilities, residents, etc., as outlined in the Contract Documents

If the City’s issuance of a Notice to Proceed to Fulfill Pr econstruction Requirements is delayed due to Contractor’s failure to return the fully executed Agreement and insurance and bond documents within ten (10) Working Days after Contract award, then Contractor agrees to A.11.a
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the deduction of one (1) Working Day from the number of days to complete the Project for every Working Day of delay in the City’s receipt of said documents. This right is in addition to and does not affect the City’s right to demand forfeiture of Contractor’s Bid Security if Contractor persistently delays in providing the required documentation.

C. Notice to Proceed with Construction. After all preconstruction requirements are met and materials have been ordered in accordance with the Notice to Proceed to Fulfill Preconstruction Requirements, the City shall issue the “Notice to Proceed with Construction,” at which time the Contractor shall diligently prosecute the Work, including corrective items of Work, day to day thereafter, within the remaining Contract Time.

6. LIQUIDATED DAMAGES AND CONTROL OF WORK.

6.1. Liquidated Damages. The Contractor and City (collectively, the “Parties”) have agreed to liquidate damages with respect to Contractor’s failure to complete the Work within the Contract Time, which includes the time necessary to fulfill preconstruction requirements and to complete construction of the Project (except as adjusted by subsequent Change Orders) in accordance with Article 5 above. The Parties intend for the liquidated damages set forth herein to apply to this Contract as set forth in Government Code Section 53069.85 and in Public Contract Code Section 7203. Contractor acknowledges and agrees that the liquidated damages are intended to compensate the City solely for Contractor’s failure to meet the deadlines for completion of t he Work and will not excuse Contractor from liability from any other breach, including any failure of the Work to conform to the requirements of the Contract Documents.

In the event that Contractor fails to complete the Work within the Contract Time, Contractor agrees to pay the City $500.00 per Calendar Day that completion of the each such portion of the Work is delayed beyond the Contract Time. The Contractor will not be assessed liquidated damages for delays occasioned by the failure of the City or of the owner of a utility to provide for the removal or relocation of utility facilities.

The Contractor and City acknowledge and agree that the foregoing liquidated damages have been set based on an evaluation of damages that the City will incur in the event of late completion of portions of the Work. The Contractor and City acknowledge and agree that the amount of such damages are impossible to ascertain as of the date of execution hereof and have agreed to such liquidated damages to fix the City’s damages and to avoid later disputes. It is understood and agreed by Contractor that liquidated damages payable pursuant to this Agreement are not a penalty and that such amounts are not manifestly unreasonable under the circumstances existing as of the date of execution of this Agreement.

It is further mutually agreed that the City will have the right to deduct liquidated damages against progress payments or retainage and that the City will issue a Change Order or Construction Change Directive and reduce the Contract Price accordingly. In the event the remaining unpaid Contract Price is insufficient to cover the full amount of liquidated damages, Contractor shall pay the difference to the City.

Liquidated damages are owed automatically and without notice of any kind upon the accrual of each day of delay. City may at any time deduct liquidated damages as are payable hereunder from money due or to become due to Contractor, or pursue any other legal remedy to collect such liquidated damages from Contractor and/or its Surety. Neither the City's failure or delay in deducting liquidated damages from payments otherwise due Contractor, nor City's failure or A.11.a
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delay in notifying Contractor of the accrual of liquidated damages, shall be deemed a waiver of City's right to liquidated damages.

City's rights under this Section shall not be interpreted as precluding or limiting: (1) any right or remedy of City arising from an e vent of Contractor default other than a failure to complete the Work within the Contract Time; or (2) City's right to order an acceleration, at Contractor's expense, of performance of the Work to overcome delay, including, without limitation, a delay for which City has the right to assess and/or accrue liquidated damages. The availability of liquidated damages shall not limit City's right to terminate the Contractor’s performance and accrual and/or assessment of liquidated damages does not constitute a waiver of such rights.

6.2. Owner is Exempt from Liability for Early Completion Delay Damages. While the Contractor may schedule completion of all of the Work, or portions thereof, earlier than the Contract Time, the Owner is exempt from liability for and the Contractor will not be entitled to an adjustment of the Contract Sum or to any additional costs, damages, including, but not limited to, claims for extended general conditions costs, home office overhead, jobsite overhead, and management or administrative costs, or compensation whatsoever, for use of float time or for Contractor’s inability to complete the Work earlier than the Contract Time for any reason whatsoever, including but not limited to, delay cause by Owner or other Excusable Compensable Delay. See Section 6 -4 of the Standard Specifications and City Special Provisions regarding compensation for delays.

6.3. Any work completed by the Contractor after the issuance of a Stop Work Notice by the City shall be rejected and/or removed and replaced as specified in Section 3-5 of the City Special Provisions.

7. INSURANCE.

7.1. General. The Contractor shall procure and maintain at its sole expense and throughout the term of this Agreement, any extension thereof, Commercial General Liability, Automobile Liability, and Workers’ Compensation Insurance with such coverage limits as described herein.

7.2. Additional Insured Endorsements . The Contractor shall cause the insurance required by the Contract Document to include the City of Moreno Valley, the City Council and each member thereof, the Moreno Valley Housing Authority, and the Moreno Valley Community Services District and their respective officials, employees, commission members, officers, directors, agents, employees, volunteers and representatives as an additional insureds. For the Commercial General Liability coverage, said parties shall be named as additional insureds utilizing either:

1. Insurance Services Office (“ISO”) Additional Insured endorsement CG 20 10 (11/85); or

2. ISO Additional Insured endorsement CG 20 10 (10/01) and Additional Insured Completed Operations endorsement CG 20 37 (10/01); or

3. S ubstitute endorsements providing equivalent coverage, approved by the City.

The endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. The coverage shall contain no special limitations on the scope of protection afforded to A.11.a
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such additional insureds. Coverage for such additional insureds does not extend to liability to the extent prohibited by Insurance Code Section 11580.4.

7.3. Waivers of Subrogation. All policies of insurance required by the Contract Documents shall include or be endorsed to provide a waiver by the insurers of any rights of recovery or subrogation that the insurers may have at any time against the City of Moreno Valley, the City Council and each member thereof, the Moreno Valley Housing Authority, and the Moreno Valley Co mmunity Services District and their respective officials, employees, commission members, officers, directors, agents, employees, volunteers, and representatives.

7.4. Primary Coverage . All policies and endorsements shall stipulate that the Contractor’s (and the Subcontractors’) insurance coverage shall be primary insurance as respects the City of Moreno Valley, the City Council and each member thereof, the Moreno Valley Housing Authority, and the Moreno Valley Community Services District and their respective officials, employees, commission members, officers, directors, agents, employees, volunteers , and representatives, and shall be excess of the Contractor’s (and its Subcontractors’) insurance and shall not contribute with it.

7.5. Coverage Applies Separately to Each Insured and Additional Insured.

Coverage shall state that the Contractor’s (and its Subcontractors’) insurance shall apply separately to each insured or additional insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage shall apply to any claim or suit brought by an additional insured against a named insured or other insured.

7.6. Self-Insurance. Any self -insurance (including deductibles or self -insured retention in excess of $50,000) in lieu of liability insurance must be declared by Contractor and approved by the City in writing prior to execution of the Agreement. The City’s approval of self- insurance, if any, is within the City’s sole discretion and is subject to the following conditions:

1. Contractor must, at all times during the term of the Agreement and for a period of at least one (1) year after completion of the Project and any extension of the one-year correction guarantee period in accordance with Section 3-13.3 of the City Special Provisions, maintain and upon Owner’s reasonable request provide evidence of:

(a) Contractor’s “net worth” (defined as “total assets” [defined as all items of value owned by the Contractor including tangible items such as cash, land, personal property , and equipment , and intangible items such as copyrights and business goodwill]) minus total outside liabilities must be reflected in a financial statement for the prior fiscal year reflecting sufficient income and budget for Contractor to afford at least one loss in an a mount equal to the amount of self-insurance;

(b) Financial statements showing that Contractor has funds set aside/budgeted to finance the self-insured fund (i.e., Contractor has a program that fulfills functions that a primary insurer would fill); and

(c) A claims procedure that identifies how a claim is supposed to be tendered to reach the financing provided by the self-insured fund.

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2. If at any time after such self-insurance has been approved, the Contractor fails to meet the financial thresholds or otherwise fails to comply with the provisions set forth in this Paragraph 7, at the option of the City:

(a) The Contractor shall immediately obtain and thereafter maintain the third party insurance required under this Paragraph 7 and otherwise on the terms required above; or

(b) The insurer shall reduce or eliminate such deductibles or self - insured retention as respects the City, its officers, officials, employees, and volunteers; or

(c) The Contractor shall procure a bond guaranteeing payment of losses and related investigation, claim administration, and defense expenses.

7.7. Insurer Financial Rating. Insurance companies providing insurance hereunder shall be rated A-VII or better in Best's Insurance Rating Guide and shall be legally licensed and qualified to conduct insurance business in the State of California.

7.8. Notices to City of Cancellation or Changes . Each insurance policy described in this Paragraph 7 shall contain a provision or be endorsed to state that coverage will not be cancelled without thirty (30) days’ prior written notice by certified or registered mail to the City (this obligation may be satisfied in the alternative by requiring such notice to be provided by Contractor’s insurance broker and set forth on its Certificate of Insurance provided to the Ci ty), except that cancellation for non- payment of premium shall require (10) days prior written notice by certified or registered mail. If an insurance carrier cancels any policy or elects not to renew any policy required to be maintained by Contractor purs uant to the Contract Documents, Contractor agrees to give written notice to the City at the address indicated on the first page of the Agreement. Contractor agrees to provide the same notice of cancellation and non-renewal to the City that is required by such policy(ies) to be provided to the First Named Insured under such policy(ies). Contractor shall provide confirmation that the required policies have been renewed not less than seven (7) days prior to the expiration of existing coverages and shall deliver renewal or replacement policies, certificates and endorsements to the City Clerk within fourteen (14) days of the expiration of existing coverages. Contractor agrees that upon receipt of any notice of cancellation or alteration of the policies, Contractor shall procure within five (5) days, other policies of insurance similar in all respects to the policy or policies to be cancelled or altered. Contractor shall furnish to the City Clerk copies of any endorsements that are subsequently issued amending coverage or limits within fourteen (14) days of the amendment.

7.9. Commercial General Liability. Coverage shall be written on an ISO Commercial General Liability “occurrence” form CG 00 01 (10/01 or later edition) or equivalent form approved by the City for coverage on an occurrence basis. The insurance shall cover liability, including, but not limited to, that arising from premises operations, stop gap liability, independent contractors, products -completed operations, personal injury, advertising injury, and liability assumed under an insured contract. The policy shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 (11/85). Coverage shall contain no contractors’ limitation or other endorsement limiting the scope of coverage for liability arising from pollution, explosion, collapse, or underground (x, c, u) property damage. Contractor shall provide Products/Completed Operations coverage to be maintained continuously for a minimum of one (1) year after Final A.11.a
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Acceptance of the Work , and any extension of the one- year correction guarantee period in accordance with Section 3-13.3 of the City Special Provisions.

Contractor shall maintain Commercial General Liability insurance with the following minimum limits: $1,000,000 per occurrence / $2,000,000 aggregate / $2,000,000 products -completed operations.

7.10. Business Automobile Liability. Coverage shall be written on ISO form CA 00 01 (12/93 or later edition) or a substitute form providing equivalent coverage for owned, hired, leased and non-owned vehicles, whether scheduled or not, with $1,000,000 combined single limit per accident for bodily injury and property damage. If necessary, the policy shall be endorsed to provide contractual liability coverage.

7.11. Workers’ Compensation. Contractor shall comply with the applicable sections of the California Labor Code concerning workers’ compensation for injuries on the job. Compliance is accomplished in one of the following manners:

1. Provide copy of permissive self-insurance certificate approved by the State of California; or

2. Secure and maintain in force a policy of workers’ compensation insurance with statutory limits and Employer’s Liability Insurance with a minimal limit of $1,000,000 per accident; or

3. Provide a “waiver” form cert ifying that no employees subject to the Labor Code’s Workers’ Compensation provision will be used in performance of this Contract.

7.12. Subcontractors’ Insurance. The Contractor shall include all Subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each Subcontractor. All coverages for Subcontractors shall be subject to all of the requirements stated herein.

8. BONDS. The Contractor shall provide two surety bonds. The Contractor shall furnish a satisfactory Performance Bond meeting all statutory requirements of the State of California on the form provided by the City. The bond shall be furnished as a guarantee of the faithful performance of the requirements of the Contract Documents as may be amended from time to time, including, but not limited to, liability for delays and damages (both direct and consequential) to the City and the City’s Separate Contractors and cons ultants, warranties, guarantees, and indemnity obligations, in an amount that shall remain equal to one hundred percent (100%) of the Contract Price.

The Contractor shall furnish a separate satisfactory Labor and Materials Payment Bond meeting all statutory requirements of the State of California on the form provided by the City in an amount that shall remain equal to one hundred percent (100%) of the Contract Price to secure payment of all claims, demands, stop payment notices, or charges of the State of California, of material suppliers, mechanics, or laborers employed by the Contractor or by any Subcontractor, or any person, form, or entity eligible to file a stop payment notice with respect to the Work.

All bonds shall be executed by a California-admitted surety insurer. Bonds issued by a California- admitted surety insurer listed on the latest version of the U.S Department of Treasury Circular 570 shall be deemed accepted unless specifically rejected by the City. Bonds issued by sureties A.11.a
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not listed in Treasury Circular 570 must be accompanied by all documents enumerated in California Code of Civil Procedure Section 995.660(a). The bonds shall bear the same date as the Contract. The attorney-in-fact who executes the required bonds on behalf of the surety shall affix thereto a certified and current copy of the power of attorney. In the event of changes that increase the Contract Price, the amount of each bond shall be deemed to increase and at all times remain equal to the Contract Price. The signatur es shall be acknowledged by a notary public.

Every bond must display the surety’s bond number and incorporate the Contract for construction of the Work by reference. The terms of the bonds shall provide that the surety agrees that no change, extension of time, alteration, or modification of the Contract Documents or the Work to be performed thereunder shall in any way affect its obligations and shall waive notice of any such change, extension of time, alteration, or modification of the Contract Documents. The su rety further agrees that it is obligated under the bonds to any successor, grantee, or assignee of the City.

Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished.

Should any bond become insufficient, or should any of the sureties, in the opinion of the City, become non-responsible or unacceptable, the Contractor shall, within ten (10) Calendar Days after receiving notice from the City, provide written documentation to the Satisfaction of the City that Contractor has secured new or additional sureties for the bonds; otherwise the Contractor shall be in default of the Contract. No further payments shall be deemed due or will be made under Contract until a new surety(ies) qualifies and is accepted by the City.

Contractor agrees that the Labor and Materials Payment Bond and Faithful Performance Bond attached to this Agreement are for reference purposes only, and shall not be considered a part of this Agreement. Contractor further agrees that said bonds are separate obligations of the Contractor and its Surety, and that any attorney’s fee provision contained in any payment bond or performance bond shall not apply to this Agreement. In the event there is any litigation between the parties arising from the breach of this Agreement, each party will bear its own attorneys’ fees in the litigation.

9. RECORDS. The Contractor and its Subcontractors shall maintain and keep books, payrolls, invoices of materials, and Project records current, and shall record all transactions pertaining to the Contract in accordance with generally acceptable accounting principles. Said books and records shall be made available to the City of Moreno Valley, Riverside County, the State of California, the Federal Government, and to any authorized representative thereof for purposes of audit and inspection at all reasonable times and pl aces. All such books, payrolls, invoices of materials, and records shall be retained for at least five (5 ) years after Final Acceptance.

10. INDEMNIFICATION.

10.1. General. To the fullest extent permitted by law, the Contractor assumes liability for and agrees, at the Contractor’s sole cost and expense, to promptly and fully indemnify, protect, hold harmless and defend (even if the allegations are false, fraudulent, or groundless), the City of Moreno Valley, its City Council, the Moreno Valley Housing Authority , and the Moreno Valley Community Services District, and all of their respective officials, officers, directors, employees, commission members, representatives and agents (“Indemnitees”), from and against any and all claims, allegations, actions, suits, ar bitrations, administrative proceedings, regulatory A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060
Standard Form of Agreement
00500-9

proceedings, or other legal proceeds, causes of action, demands, costs, judgments, liens, stop payment notices, penalties, liabilities, damages, losses, anticipated losses of revenues, and expenses (including, but not limited to, any fees of accountants, attorneys, experts or other professionals, or investigation expenses), or losses of any kind or nature whatsoever, whether actual, threatened or alleged, arising out of, resulting from, or in any way (eithe r directly or indirectly), related to the Work, the Project or any breach of the Contract by Contractor or any of its officers, agents, employees, Subcontractors, Sub- subcontractors, or any person performing any of the Work, pursuant to a direct or indirect contract with the Contractor (“Indemnity Claims”).

Such Indemnity Claims include, but are not limited to, claims for:

A. Any activity on or use of the City’s premises or facilities; B. Any liability incurred due to Contractor acting outside the scope of it s authority pursuant to the Contract, whether or not caused in part by an Indemnified Party; C. The failure of Contractor or the Work to comply with any Applicable Law, permit or orders;
D. Any misrepresentation, misstatement or omission with respect to any statement made in the Contract Documents or any document furnished by the Contractor in connection therewith;
E. Any breach of any duty, obligation or requirement under the Contract Documents, including, but not limited to any breach of Contractor’s warranties, representations or agreements set forth in the Contract Documents;
F. Any failure to coordinate the Work with City’s Separate Contractors; G. Any failure to provide notice to any party as required under the Contract Documents; H. Any failure to act in such a manner as to protect the Project from loss, cost, expense or liability;
I. Bodily or personal injury, emotional injury, sickness or disease, or death at any time to any persons including without limitation employees of Contractor; J. Damage or injury to real property or personal property, equipment and materials (including, but without limitation, property under the care and custody of the Contractor or the City) sustained by any person or persons (including, but not limited to, companies, corporations, utility company or property owner, Contractor and its employees or agents, and members of the general public); K. Any liability imposed by Applicable Law including, but not limited to criminal or civil fines or penalties;
L. Any dangerous, hazardous, unsafe or defective condition of, in or on the Site, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or occupation of the Site by Contractor, its officers, agents, employees, or Subcontractors;
M. Any operation conducted upon or any use or occupation of the Site by the Contractor, its officers, agents, employees, or Subcontractors under or pursuant to the provisions of the Contract or otherwise;
N. Any acts, errors, omission or negligence of Contractor, its officers, agents, employees, or Subcontractors;
O. Infringement of any patent rights, licenses, copyrights , or intellectual property which may be brought against the Contractor or Owner arising out of Contractor’s Work, for which the Contractor is responsible; and
P. Any and all claims against the City seeking compensation for labor performed or materials used or furnished to be used in the Work or alleged to have been furnished A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060
Standard Form of Agreement
00500-10

on the Project, including all incidental or consequential damages resulting to the City from such claims.

10.2. Effect of Indemnitees’ Active Negligence. Contractor’s obligations to indemnify and hold the Indemnitees harmless exclude only such portion of any Indemnity Claim which is attributable to the active negligence or willful misconduct of the Indemnitee, provided such active negligence or willful misconduct is determined by agreement of the parties or by findings of a court of competent jurisdiction. In instances where an Indemnitee’s active negligence accounts for only a percentage of the liability for the Indemnity Claim involved, the obligation of Contractor will be for that entire percentage of liability for the Indemnity Claim not attributable to the active negligence or willful misconduct of the Indemnitee(s). Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Paragraph 10. Subject to the limits set forth herein, the Contractor, at its own expense, shall satisfy any resulting judgment that may be rendered against any Indemnitee resulting from an Indemnity Claim. The Indemnitees shall be consulted with regard to any proposed settlement.

10.3. Independent Defense Obligation. The duty of the Contractor to indemnify and hold harmless the Indemnitees includes the separate and independent duty to defend the Indemnitees, which duty arises immediately upon receipt by Contractor of the tender of any Indemnity Claim from an Indemnitee. The Contractor’s obligation to defend the Indemnitee(s) shall be at Contractor’s sole expense, and not be excused because of the Contractor’s inability to evaluate liability or because the Contractor evaluates liability and determines that the Contractor is not liable. This duty to defend shall apply whether or not an Indemnity Claim has merit or is meritless, or which involves claims or allegations that any or all of the Indemnitees were actively, passively, or concurrently negligent, or which otherwise asserts that the Indemnitees are responsible, in whole or in part, for any Indemnity Claim. The Contractor shall respond within thirty (30) Calendar Days to the tender of any Indemnity Claim for defense and/or indemnity by an Indemnitee, unless the Indemnitee agrees in writing to an extension of this time. The defense provided to the Indemnitees by Contractor shall be by well qualified, adequately insured and experienced legal counsel acceptable to the City.

10.4. Intent of Parties Regarding Scope of Indemnity. It is the intent of the parties that the Contractor and its Subcontractors of all tiers shall provide the Indemnitees with the broadest defense and indemnity permitted by Applicable Law. In the event that any of the defense, indemnity , or hold harmless provisions in the Contract Docu ments are found to be ambiguous or in conflict with one another, it is the parties’ intent that the broadest and most expansive interpretation in favor of providing defense and/or indemnity to the Indemnitees be given effect.

10.5. Waiver of Indemnity Rights Against Indemnitees. With respect to third party claims against the Contractor, to the fullest extent permitted by law, the Contractor waives any and all rights to any type of express or implied indemnity against the Indemnitees.

10.6. Subcontractor Requirements. In addition to the requirements set forth hereinabove, Contractor shall ensure, by written subcontract agreement, that each of Contractor’s Subcontractors of every tier shall protect, defend, indemnify and hold harmless the Indemnitees with respect to Indemnity Claims arising out of, in connection with, or in any way related to each such Subcontractors’ Work on the Project in the same manner in which Contractor is required to A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060
Standard Form of Agreement
00500-11

protect, defend, indemnify and hold the Indemnitees harmless. In the event Contractor fails to obtain such defense and indemnity obligations from others as required herein, Contractor agrees to be fully responsible to the Indemnitees according to the terms of this Paragraph 10. Contractor further agrees to ensure that each subcontractor will execute a separate Letter of Assent to the terms of the CWA if the total project cost is $1,000,000 or more and will fully indemnify the City for any claims or losses which result from a Subcontractor’s failure to adhere to the terms of the CWA on this project.

10.7. No Limitation or Waiver of Rights. Contractor’s obligations under this Paragraph 10 are in addition to any other rights or remedies which the Indemnitees may have under the law or under the Contract Documents. Contractor’s indemnification and defense obligations set forth in this Paragraph 1 0 are separate and independent from the insurance provisions set forth in the Contract Documents, and do not limit, in any way, the applicability, scope, or obligations set forth in such insurance provisions. The purchase of insurance by the Contractor with respect to the obligations required herein shall in no event be construed as fulfillment or discharge of such obligations. In any and all claims against the Indemnitees by any employee of the Contractor, any Subcontractor, any supplier of the Contractor or Subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the obligations under this Paragraph 10 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor or any supplier of either of them, under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. Failure of the City to monitor compliance with these requirements imposes no additional obligations on the City and will in no way act as a waiver of any rights hereunder.

10.8. Withholding to Secure Obligations. In the event an Indemnity Claim arises prior to final payment to Contractor, the City may, in its sole discretion, reserve, retain or apply any monies due Contractor for the purpose of resolving such Indemnity Claims; provided, however, the City may release such funds if the Contractor provides the City with reasonable assurances of protection of the Indemnitees’ interests. The City shall, in its sole discretion, determine whether such assurances are reasonable.

10.9. Survival of Indemnity Obligations. Contractor’s obligations under this Paragraph 10 are binding on Contractor’s and its Subcontractors’ successors, heirs, and assigns and shall survive the completion of the Work or termination of the Contractor’s performance of the Work.

11. SUCCESSORS AND ASSIGNS. The Parties bind themselves, their heirs, executors, administrators, successors and assigns the covenants, agreements and obligations contained in the Contract Documents. The Contractor shall not, either voluntarily or by action of law, assign any right or obligation of the Contractor under the Contract Documents without prior written consent of the City.

(SIGNATURE PAGE FOLLOWS)
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060
Standard Form of Agreement
00500-12

CITY OF MORENO VALLEY, a Municipal Corporation JB Asphalt Paving Co. dba JB Bostick, Inc.

BY: License No./
Mike Lee, City Manager Classification:

DATE: Expiration Date:

Federal I.D. No.:

PRINT NAME:

SIGNATURE:

TITLE:

DATE:

PRINT NAME:

SIGNATURE:

TITLE:

DATE:

SIGNING INSTRUCTIONS TO THE CONTRACTOR:

Signature(s) must be accompanied by a completed notary certificate of acknowledgement attached hereto. A general partner must sign on behalf of a partnership. Two (2) corporate officers must sign on behalf of a corporation unless the corporation has a corporate resolution that allows one person to sign on behalf of the corporation; if applicable, said resolution must be attached hereto. The corporate seal may be affixed hereto.

INTERNAL USE ONLY

APPROVED AS TO LEGAL FORM:

City Attorney

Date

RECOMMENDED FOR APPROVAL:

Parks & Community Services Director

Date

CONCURED:

Executive Director
of
the Moreno Valley Community Services District

Date

A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060

2246371.3

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT
State of California
SAMPLE

County of ______________________

On _________________ before me, _____________________________________________________,

(Here insert name and title of the officer)
personally appeared __________________________________________________________________,

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledgement 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.

___________________________________
(Notary Seal)
Signature of Notary Public

ADDITIONAL OPTIONAL INFORMATION

INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exactly appears above in the notary section or a separate acknowledgment form must property completed and attached to that document. The only exception is if a document is recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer).

Please check the document carefully for proper notarial wording and attach this form if required.
• State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is/are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of the county clerk.
• Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and date. • Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document.

DESCRIPTION OF THE ATTACHED DOCUMENT

AGREEMENT SIGNATURE PAGE
(Title or description of attached document)

___________________________________________
(Title or description of attached document continued)

Number of Pages _______

Document Date _______________

_____________________________________________
Additional Information

CAPACITY CLAIMED BY THE SIGNER

 Individual(s)
 Corporate Officer
_____________________________
(Title)
 Partner (s)
 Attorney-in-Fact
 Other __________________________________

A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060
____________________________________________________________________________________ Contractor’s Bond
00600

CONTRACTOR’S BONDS
A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060

Faithful Performance Bond
00601-1

BOND No.

FAITHFUL PERFORMANCE BOND
(100% of Total Contract Price)

PROJECT NO. 807 0060

COTTONWOOD GOLF CENTER, MORENO VALLEY COMMUNITY PARK,

MARCH FIELD PARK, AND PEDRORENA PARK

PARKING LOT PAVEMENT REHABILITATION

KNOW ALL MEN AND WOMEN BY THESE PRESENTS:

THAT WHEREAS, the City Council of the City of Moreno Valley, State of California, known as "City," has awarded to JB Asphalt Paving Co. dba JB Bostick, Inc. , as Principal hereinafter designated as "Contractor" and have entered into an Agreement whereby the Contractor agrees to construct or install and complete certain designated public improvements, which said Agreement, effective on the date signed by the City of Moreno Valley, and identified as Project No. 807 0060, and all Contract Documents are hereby referred to and made a part hereof; and

WHEREAS, said Contractor under the terms of said Contract Documents is required to furnish a bond guaranteeing the faithful performance of said Agreement;

NOW THEREFORE, we the undersigned Contractor and , as Surety, are held and firmly bound unto the City of Moreno Valley, County of Riverside in the penal sum of dollars, ($ ), lawful money of the United States, to be paid to the said City or its certain attorney, its successors and assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, and assigns, jointly and severally liable (CCP 995.320 (a)(1)), firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bound Contractor, his or her or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions , and provisions in said Contract Documents and any alterations thereof made as therein provided, on his or her or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City of Moreno Valley, its officers, agents , and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. In the event suit is brought upon this bond by the City and judgement is recovered, the Surety shall pay all costs incurred by the City in such suit, including a reasonable attorney fee to be fixed by the court.

Contractor and Surety agree that this Faithful Performance Bond shall not be considered a part of this Agreement between Contractor and the City (“Agreement”). Contractor and Surety further agree that this Faithful Performance Bond is a separate obligation of the Contractor and its Surety, and that any attorney’s fee provision contained in this Faithful Performance Bond shall not apply to the Agreement. In the event there is any litigation between the parties arising from the breach of the Agreement, each party will bear its own attorneys’ fees in the litigation.

The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract Documents or to the Work to be performed thereunder, or the Provisi ons accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract Documents or to the Work or the Provisions.

(SIGNATURE PAGE FOLLOWS)
A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060

Faithful Performance Bond
00601-2

BOND No. __________

IN WITNESS WHEREOF, we have hereunto set our hands, and seals on this day of 20____.

CONTRACTOR (Principal) SURETY

Contractor Name: Name:

Address: Address:

Telephone No.: Telephone No.:

Print Name: Print Name:

Attorney-in-Fact

Signature: Signature:

Approved as to Form this

day of 20_____

City Attorney
City of Moreno Valley

NOTE:

• The bond shall be executed by a California admitted surety insurer (CCP 995.311). • The bond shall include an attached Notary Certificate for the Attorney-in-Fact. • The bond shall include an attached Notary Certificate for the Contractor. • The bond shall include an attached original Power of Attorney only authorizing the Attorney- in-Fact to act for the Surety.
• The bond shall include the address at which the Principal ( Contractor) and Surety may be served with notices, papers and other documents.
• The Contractor’s and Surety’s corporate seal may be affixed hereto.

A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT
State of California
SAMPLE

County of ______________________

On _________________ before me, _____________________________________________________,

(Here insert name and title of the officer)
personally appeared __________________________________________________________________,

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.

___________________________________
(Notary Seal)
Signature of Notary Public

ADDITIONAL OPTIONAL INFORMATION

Please check the document carefully for proper notarial wording and attach this form if required.
• State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is/are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impress ion smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of the county clerk.
• Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and date. • Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document.

DESCRIPTION OF THE ATTACHED DOCUMENT

PERFORMANCE BOND SIGNATURE PAGE
(Title or description of attached document)

___________________________________________
(Title or description of attached document continued)

Number of Pages _______

Document Date _______________

_____________________________________________
Additional Information

CAPACITY CLAIMED BY THE SIGNER

 Individual(s)
 Corporate Officer
_____________________________
(Title)
 Partner (s)
 Attorney-in-Fact
 Other __________________________________

A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060

BOND No.

LABOR AND MATERIALS PAYMENT BOND
(100% of Total Contract Amount)

PROJECT NO. 807 0060

COTTONWOOD GOLF CENTER, MORENO VALLEY COMMUNITY PARK,

MARCH FIELD PARK, AND PEDRORENA PARK

PARKING LOT PAVEMENT REHABILITATION

KNOW ALL MEN AND WOMEN BY THESE PRESENTS:

THAT WHEREAS, the City Council of the City of Moreno Valley, State of California, known as "City", has awarded to JB Asphalt Paving Co. dba JB Bostick, Inc. , as Principal hereinafter designated as "Contractor" and have entered into an Agreement whereby the Contractor agrees to construct or install and complete certain designated public improvements, which said Agreement, effective on the date signed by the City of Moreno Valley, and identified as Project No. 807 0060, and Contract Documents are hereby referred to and made a part hereof; and

WHEREAS, said Contractor under the terms of said Contract Documents is required to furnish a bond to secure the payment of claims of laborers, mechanics, materialmen, and other persons, as provided by law;

NOW, THEREFORE, we the undersigned Contractor and , as Surety are held and firmly bound unto the City of Moreno Valley, County of Riverside, in the penal sum of dollars, ($ ), lawful money of the United States, for which payment, well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, and assigns, jointly and severally liable (CCP 995.320 (a)(1)), firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that if said Contractor, his or her or its heirs, executors, administrator, successors, or assigns, or subcontractors, shall fail to pay any of the persons described in the State of California Civil Code, Section 9100, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or any amounts required to be deducted, withheld, and paid over to the Franchise Tax Board from the wages of employees of the Contractor and his or her subcontractors, pursuant to Section 13020, of the Unemployment Insurance Code, with respect to such work and labor, that the Surety or Sureties herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In the event suit is brought upon this bond by the City or other person entitled to bring such an action and judgement is recovered, the Surety shall pay all costs incurred by the City in such suit, including a reasonable attorney fee to be fixed by the court.

Contractor and Surety agree that this Labor and Materials Payment Bond shall not be considered a part of this Agreement between Contractor and the City (“Agreement”). Contractor and Surety further agree that this Labor and Materials Payment Bond is a separate obligation of the Contractor and its Surety, and that any attorney’s fee provision contained in this Labor and Materials Payment Bond shall not apply to the Agreement. In the event there is any litigation between the parties arising from the breach of the Agreement, each party will bear its own attorneys’ fees in the litigation.

This bond shall inure to the benefit of any of the persons described in the State of California Civil Code Section9100, to give a right of action to such persons or their assigns in any suit brought upon this bond.

(SIGNATURE PAGE FOLLOWS)
A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD City of Moreno Valley
Project No. 807 0060

BOND No. ___________

IN WITNESS WHEREOF, we have hereunto set our hands, and seals on this day of 20____.

CONTRACTOR (Principal) SURETY

Contractor Name: Name:

Address: Address:

Telephone No.: Telephone No.:

Print Name: Print Name:

Attorney-in-Fact

Signature: Signature:

Approved as to Form this

day of 20

City Attorney
City of Moreno Valley

NOTE:

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT
State of California
SAMPLE

County of ______________________

On _________________ before me, _____________________________________________________,

(Here insert name and title of the officer)
personally appeared __________________________________________________________________,

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.

___________________________________
(Notary Seal)
Signature of Notary Public

ADDITIONAL OPTIONAL INFORMATION

Please check the document carefully for proper notarial wording and attach this form if required.
• State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is/are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impress ion smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of the county clerk.
• Additional information is not required but could hel p to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and date. • Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document.

DESCRIPTION OF THE ATTACHED DOCUMENT

PAYMENT BOND SIGNATURE PAGE
(Title or description of attached document)

___________________________________________
(Title or description of attached document continued)

Number of Pages _______

Document Date _______________

_____________________________________________
Additional Information

CAPACITY CLAIMED BY THE SIGNER

 Individual(s)
 Corporate Officer
_____________________________
(Title)
 Partner (s)
 Attorney-in-Fact
 Other __________________________________

A.11.a
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Attachment: Agreement with JB Asphalt Paving Co, dba DB Bostick , Inc., & Bonds- Project No. 807 0060 (6143 : AUTHORIZATION TO AWARD

Report to City Council

ID#6097 Page 1
TO: Mayor and City Council

FROM: Melissa Walker, Public Works Director/City Engineer

AGENDA DATE: March 7, 2023

TITLE: APPROVE THE COMBINED SYSTEM IMPACT AND

FACILITIES STUDY AGREEMENT FOR THE MOVAL
115KV SUBSTATION BETWEEN THE CITY OF MORENO
VALLEY AND SOUTHERN CALIFORNIA EDISON (SCE).

RECOMMENDED ACTION
Recommendations:

1. Approve the Combined System Impact and Facilities Study Agreement between the City of Moreno Valley and Southern California Edison (SCE).

2. Authorize the City Manager to execute the Agreement on behalf of the City.

3. Authorize the issuance of a Purchase Order once the Agreement has been fully executed. Authorize the City Manager to approve any necessary Purchase Order changes in accordance with the terms of the Agreement.

SUMMARY

Staff recommends approval of the Combined System Impact and Facilities study between the City of Moreno Valley and Southern California Edison (SCE). This study is needed to increase the capacity of the Moval W holesale Distribution Access Tariff (WDAT) agreement. The WDAT agreement is the agreement that gives MVU access to the market for the wholesale purchase of energy through SCE’s infrastructure. The development of additional properties in the center and eastern portions of the city is driving the need for additional electrical capacity.

DISCUSSION

The rapid growth of large residential and commercial projects in the center and eastern portions of the city have created the need to expand capacity by expanding the existing A.12
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115kV Moval substation. The origi nal WDAT for the Moval Substation allowed for 12,000 kW of load starting in 2006, incrementing for higher loads on an annual basis, up to 24, 200 kW in 2010. The equipment installed at Moval Substation was also sized accordingly to support the WDAT load of 24,200 kW. MVU needs to increase the WDAT capacity of the substation to 66,200 kW by 2029 and install more equipment to increase the physical capacity of the substation to accommodate the new load growth.

MVU will need to coordinate with Southern Califor nia Edison (SCE) to install the necessary upgrades at the Moval substation to serve new customer loads. SCE is the wholesale distribution provider for the Moval Substation, where MVU interconnects its 115kV facilities to the California Electric grid through SCE’s 115kW transmission system at the Moval Substation. SCE will need to study the impact that our system modifications and upgrades will have on their system and determine if there are any modifications required to the existing SCE 115kV facilities to support MVU’s upgrades.

This will require them to conduct a Combined System Impact and Facilities Study Agreement to determine what, if any, changes are required to our interconnection facilities to support our substation expansion and increases in capacit y to our existing WDAT agreement.

Per the terms of the Combined System Impact and Facilities Study Agreement, SCE has concluded that a System Impact Study is required to determine the adequacy of SCE’s electrical system, including, but not limited to, tha t portion of SCE’s electrical system that is part of the California Independent System Operator (CA ISO) Grid required to provide an increase in Distribution Service to the Project. In addition, a Facilities Study will be required to determine required Dir ect Assignment Facilities, any Distribution System Upgrades and any other required modifications or additions needed to accommodate the Project. The study will include a determination of whether modifications are needed to SCE’s Distribution system to serve MVU’s increased WDAT capacity at Moval of 66,200 kW by 2029, a general description of those facilities required, and an estimate of the cost for MVU to make any required changes.

The agreement provided by SCE is currently for $30,000 for the combined s tudy, with language to notify MVU of any increased costs that are associated with scope increase in the future. MVU will have the option to cancel the study if it does not agree with the increased cost or scope. Staff is asking for City Council approval of $150,000 for the Combined Study, which is to account for anticipated additional study costs which may not have been included in SCE’s original $30,000 estimate based on similar studies completed for both Moreno Valley and Kitching Substations . The $150,000 that MVU is seeking approval for is currently included in the CIP budget under the Moreno Valley Substation Upgrade project (805 0068 -0611), and no budget adjustments will be needed at this time.

ALTERNATIVES

1. Approve the Combined System Impact and Faci lities Study . Staff recommends this alternative as it is the most cost -effective option to serve additional load in the timeframe needed.

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2. Do not approve the Combined System Impact and Facilities Study . This is not recommended because it will impair the uti lity’s ability to serve new loads in the timeframe needed. Without an approved agreement, new load will have to be served from either a new substation (which may require a WDAT agreement with SCE) or install additional conductors and infrastructure, both o f which are not cost-effective, will take longer than the implementation of the recommended actions and will not allow MVU to serve new load in a timely manner.

FISCAL IMPACT

The cost of this action is to pay Southern California Edison to perform the s ystem impact and facilities study needed to support the increase of capacity at the Moval substation. SCE has set a base level cost for this action of $30,000, however due to staff experience with past SCE agreements, s taff is asking for City Council appro val of $150,000 to account for anticipated additional study costs. The cost of this study is budgeted and available in CIP Project #805-0068. Budget Appropriation of $400,000 was previously approved by City Council, there are no proposed budget adjustments at this time.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Jason Niccoli Melissa Walker, P.E.

Electric Utility Assistant Manager Public Works Director/City Engineer

Concurred By:

Jeannette Olko
Electric Utility Division Manager

CITY COUNCIL GOALS
Public Facilities and Capital Projects . Ensure that needed public facilities, roadway improvements, and other infrastructure improvements are constructed and maintained.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

Objective 4.1: Develop a Moreno Valley Utility Strategic Plan to prepare for the 20 22 expiration of the ENCO Utility Systems agreement.

ATTACHMENTS
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To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

None

APPROVALS

Budget Officer Approval ✓ Approved . 2/26/23 6:29 PM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 2/27/23 9:04 AM A.12
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Report to City Council

ID#6082 Page 1
TO: Mayor and City Council

FROM: Melissa Walker, Public Works Director/City Engineer

AGENDA DATE: March 7, 2023

TITLE: PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT

IMPACT FEE (DIF) IMPROVEMENT CREDIT AGREEMENT
#D23-002 FOR PALMETTO RESIDENTIAL

DEVELOPMENT LOCATED AT THE NORTHWEST

CORNER OF IRONWOOD AVENUE AND LASSELLE
STREET. DEVELOPER: KB HOME COASTAL INC.

RECOMMENDED ACTION
Recommendations:

1. Accept and approve the Development Impact Fees Improvement Credit Agreement #D23-002 (DIF Agreement) for PEN19-0244 improvements.

2. Authorize the City Manager to execute the DIF Agreement.

SUMMARY

This report recommends approval of a DIF Agreement for PEN19 -0244 (TR 33436) with KB Home Coastal, Inc. The developer of Tract 33436 is required to construct the arterial street, Ironwood Avenue, which is a designated DIF street in the City’s DIF Nexus Study, as well as a traffic signal, located at the intersection of Ironwood Avenue and Lasselle Street. The developer’s maximum credit amount is based on the least o f the DIF Nexus Study Costs, the Engineer’s Cost Estimate, and the DIF Fee Obligation.

DISCUSSION

The Developer is approved to construct 104 single -family residential units on approximately 35 acres, located at the northwest corner of Ironwood Avenue and Lasselle Street (See Attachment 1). The City’s Municipal Code, Chapter 3.38, “Residential Development Impact Fees ,” requires the Developer to pay DIF. The DIF covers the Developer’s fair share of the costs to construct improvements that help A.13
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mitigate the traffic impacts and burdens generated by the project on the City’s network of arterial streets and traffic signals.

As part of the project conditions of approval, the Developer will be constructing required DIF-related public improvements. Section 3.38 .150 of the City’s Municipal Code allows the Developer to receive a credit for qualifying public improvements made to the designated arterial street(s) and traffic signal(s). Ironwood Avenue is a designated street in the City’s DIF Nexus Study. Ironwood Avenue and Lasselle Street is a designated DIF traffic signal intersection in the City’s DIF Nexus Study. There is currently no existing traffic signal located at the intersection. The developer of project PEN19-0244 is required to construct public impro vements for both the street and traffic signal.

The Developer is eligible to receive DIF Credit for specific improvements identified in the DIF Nexus Study . Qualifying DIF improvement costs include roadway excavation, imported borrow, clearing and grubbi ng, water supply development, subgrade preparation, asphalt concrete, aggregate base, curb and gutter, sidewalk, drainage and low impact development improvements, retaining wall, water quality and erosion control, environmental mitigation, street light, st riping, pavement markings and markers, signage, concrete, construction mobilization, construction traffic control, right of way, utility relocation, and traffic signal related improvements.

Per the DIF Agreement, the initial credit is the least of the DIF Nexus Study Costs, Engineer’s Cost Estimate, and DIF Fee Obligation. Refer to Exhibit “C” – DIF Credit Calculation Table of the DIF Agreement (See Attachment 2). The maximum DIF Credit for this project is $103, 309 for the Arterial Street component and $ 77,792 for the Traffic Signal component of the DIF.

ALTERNATIVES

1. Approve and accept the recommended actions as presented in this staff report. Staff recommends this alternative to help achieve the construction goals as identified within the DIF Nexus Study.

2. Do not approve and do not accept the recommended actions as presented in this staff report. Staff does not recommend this alternative as it would result in not achieving the construction goals as identified within the DIF Nexus Study.

FISCAL IMPACT

There is no fiscal impact.

NOTIFICATION

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Publication of agenda.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Larry Gonzales Melissa Walker, P.E.

Senior Engineer, P.E. Public Works Director/City Engineer

Concurred By:

Clement Jimenez, P.E.

Principal Engineer

CITY COUNCIL GOALS
Public Facilities and Capital Projects . Ensure that needed public facilities, roadway improvements, and other infrastructure improvements are constructed and maintained.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

Objective 4.2: Develop and maintain a comprehensive Infrastructure Plan to invest in and deliver City infrastructure.

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. Vicinity Map - PEN19-0244 (TR 33436)

2. DIF Credit Agreement #D23-002 - PEN19-0244

APPROVALS

Budget Officer Approval ✓ Approved . 2/26/23 6:26 PM City Attorney Approval ✓ Approved .

City Manager Approval ✓ Approved . 2/27/23 9:20 AM A.13
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CITY OF MORENO VALLEY

PUBLIC WORKS DEPARTMENT

LAND DEVELOPMENT DIVISION

PEN19-0244 (TR 33436)
Vicinity Map

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Attachment: Vicinity Map - PEN19-0244 (TR 33436) (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF)

1 DEVELOPMENT IMPACT FEES

IMPROVEMENT CREDIT AGREEMENT
NUMBER D23-002
PEN19-0244 (TM 33436)

This Development Impact Fees Improvement Credit Agreement is made and entered into as of the date the City signs this Agreement, by and between the City of Moreno Valley, a municipal corporation, hereinafter referred to as “City” and the undersigned Developer, hereinafter referred to as “Developer.”

RECITALS
WHEREAS, Developer and City have entered into a n Agreement for Public Improvements (attached hereto as Exhibit “A”), dated July 14, 2022 , which Agreement for Public Improvements sets forth all obligations of the Developer for Public Improvements that a re a condition of approval for the above -titled development (hereinafter referred to as the “Project”), some of which may be eligible for Development Impact Fees (hereinafter referred to as “DIF”) Credit under this Agreement; and

WHEREAS, the City of Moreno Valley Municipal Code Chapter 3.38 “ Residential Development Impact Fees” and Chapter 3.42 “Commercial and Indus trial Development Impact Fees” requires Developer to pay the DIF for projects identified in the most recently adopted DIF study (hereinafter referred to as “DIF Obligation”) which covers the Project’s fair share of the costs to construct improvements that help mitigate the impacts A.13.b
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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF)

2 and burdens on the City’s local systems generated by the Project and that are necessary to provide City services and protect the safety, health, and welfare of residential and non-residential users; and

WHEREAS, certain improvements set forth in the Agreement for Public Improvements are also identified in the City’s DIF Program as improvements that are to be funded from DIF, which identified improvements are set f orth in Exhibit B attached hereto and hereby incorporated by referen ce and are hereinafter referred to as the DIF Improvements; and

WHEREAS, if the City or some other third party constructs the DIF improvements set forth in the Agreement for Public Impro vements prior to Developer , then this Improvement Credit Agreement shall become null and void and the Developer shall be required to pay the full DIF Obligation of the Project; and

WHEREAS, the City and Developer now desire to enter into this Improvement Credit Agreement to provide a means by which the Developer may receive a Credit for required DIF improvements actually constructed by the Developer for the subject Project subject to the terms and limitations set forth in this Agreement.

NOW, THEREFORE, f or the purpose s set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, Developer and City hereby agree as follows:

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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF)

3 1.0 General Provisions.

1.1 Incorporation of Recitals. The Parties hereby affirm the facts and provisions set forth in the above Recitals and agree to their incorporation herein as though set forth in full.

1.2 Incorporation of the Agreement for Public Improvements. The Parties hereby affirm the terms, conditions and requirements set forth i n the Agreement for Public Improvements (Exhibit “A”) and agree to t heir incorporation herein as though set forth in full.

2.0 DIF Obligation.

2.1 Developer’s DIF Obligation. Developer hereby agrees and accepts that , as of January 5, 2023 , the Developer is ob ligated to pay DIF for the Project to City in the amount of One Million Five Hundred Eighty -Eight Thou sand Twenty-Eight Dollars ($1,588,028) (hereinbefore and hereinafter referred to as the “DIF Obligation”) of which $367,510 is for the Arterial Street component of the DIF Obligation and $77,792 is for the Traffic Signal component of the DIF Obligation.

2.2 Effect of Agreement. Notwithstanding anything in this Agreement, Developer acknowledges that the DIF Obligat ion is established by the provisions of the City of Moreno Valley Municipal Code Chapter 3.38 “Residential De velopment Impact Fees,” or Chapter 3.42 “Commercial and Indu strial Development Impact Fees,” and that A.13.b
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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF)

4 this Agreement does not alter, limit, increase or reduce the obligations under those code sections nor prevent City from adjusting or correcting the DIF Obligation amount to conform to the requirements of the Municipal Code.

3.0 DIF Credit Limitations.

3.1 Calculation of DIF Credit. Pursuant to Cit y of Moreno Valley Municipal Code Sections 3.38.150 “Credit for Improvements Provided by Developers” (residential), or 3.42. 110 “Credit for Improvements Provided by Developers” (commercial and industrial), and in accordance with the City’s Development Impact Fee Credit and Reimbursement Po licy, as adopted by the City Council on August 26, 2008, (the “Credit and Reimbursement Policy”) and in consideration of Developer’s obligations under the Conditions of Approval for the Project and the Agreement for Public Improvements to construct the DIF improvements, the maximum amount of DIF Credit that shall be applied by Ci ty to offset the DIF Obligation shall be as defined in Sections

4.0 of this Agreement and the Credit and Reimbursement Policy.

3.2 Effect of Agreem ent. Notwithstanding the foregoin g, Developer acknowledges that the amounts of DIF Credits are established by the provisions of the City of Moreno Valley Municipal Code and the DIF Credit and Reimbursement Policy and this Agreement shall not prevent City from adjusting or correcting the D IF Credit amounts set forth in this Agreement to conform to the requirement s of the Municipal Code and the Credit and Reimbursement policy.

4.0 DIF Credit
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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF)

5 4.1 Maximum DIF Credit. City shall apply DIF C redit to offset , i n whole or in part, the Project’s DIF Obligation. The maximum amount of DIF Credit that shall be applied by City to offset the DIF Obligation shall be equal to the least of: (A) the City Engineer’s Estimate of the actual cost of the DIF Improvements (hereinafter collectively referred to as “Engineer’s Estimate”), or (B) project costs as identified in the DIF study in effect at the time of the issuance of a building permit , or (C) the actual DIF Obligation. In no event shall a DIF Credit exceed the actual DIF Obligation.

4.2 DIF Credit Of fset to DIF Obligation . The DIF Credit shall be applied at the time DIF obligation is due and payable . If the project is to be developed by phases, by specific units, or by specific b uildings, DIF Credit shall be applied according to a Public Improvement s Phasing Schedule approved by the City and attached and incorporated to this agreement.

4.3 Submittal Timeframe . The Developer shall submit to the City Engineer any and all documentation the Developer deems relevant in substantiating the claim for DIF C redit for the DIF Qualifying Improvements to be constructed by the Developer. Such documentation may include contracts , bids, estimates, or any other relevant documents pertaining to t he actual cost of the Qualifying Improvements. The City Engineer shall take into consideration , but shall not be bound by, any such documentation submitted by the Developer in formulating the Engineer’s Estimate. All such documentation shall be submitted by the Developer to the City Enginee r no later than ninety (90) calend ar days prior to the date for payment of DIF for the project. The A.13.b
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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF)

6 City Engineer will use his or her best efforts and professional judgment in formulating an Engineer’s Estimate and shall endeavor to provide said estimate to the Developer in writing within sixty (60) calendar days after submittal of the last document submitted by the Developer.

4.4 DIF Credit Calculation (completed by City).

As of the date hereof, the amount of DIF Cr edit for which Developer is potential ly eligible is set forth in Exhibit C “DIF Credit Calculation Table ” attached hereto and hereby incorporated by reference.

4.5 Reconciliation - Final DIF Credit . If the dollar amount of the actual DIF Credit is less t han the amount of the actual unpaid DIF Obligation (hereinafter referred to as “DIF Balance”), the City shall notify the Developer in writing of the amount of the DIF Balance and Developer shall pay the DIF Balance to fully satisfy the DIF Obligation at the time DIF payments are due . If the dollar amount of the actual DIF Credit exceeds the amount of the actual DIF Obligation, Developer will be dee med to have fully satisfied the DIF Obligation . If the Developer has actually paid DIF and completed DIF Impr ovements, but has not received full DIF Credit for which the Developer would have been otherwise eligible under the DIF Credit and Reimbursement Policy, t he Developer may be eligible for a Reimbursement Agreement, to the extent applicable, as provided in a separate Development Impact Fees Imp rovement Reimbursement Agreement.

4.6 Credit Transfer for Unfunded DIF Reimbursement Eligibility.

To the ext ent that Developer has Reimbursement Eligibility Amounts which are both A.13.b
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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF)

7 unpaid and unfunded by the City and wh ich have not expired under the ten (1 0) year limitation set forth in the Development Impact Fee Credit and Reimbursement Policy No. 3.24, Section F – Time Limitation, Developer may apply to receive partial or full DIF Credits for the same component of DI F on another development project with in the City owned or controlled by that Developer and which has received all necessary approvals, on a dollar for dollar basis. Written application shall be made to the City and Developer shall provide any and all docu mentation and other information the C ity may reasonably request. The City shall not unreasonably withhold approval of such a Credit Transfer.

5.0 No Interest. Developer shall not be entitled to any interest , or any other cost or time value adjustment, for DIF paid to the City whether or no t subsequently credited under Section 4.6 or reimbursed.

6.0 Term of Agreement. For purposes of Reimbursem ent Eligibility and Credit Transfer, this Agreement shall remain in effect for a period not to exceed ten (10) years from the date of execution by the City.

7.0 General.

7.1 Assignment. Except as specifically set forth in this Agreement, this Agreement shall not be assigned by any Party without the prior written consent of the non -assigning Party, which conse nt shall not be unreasonably withheld . All assignees and successors in interest shall assume and become obligated to perform all obligations and be entitled to all benefits of the original Party.

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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF)

8 7.2 Amendment. This Agreement may only be amended in wr iting signed by the Parties.

7.3 Law, Venue and Jurisdiction. This Agreement shall be governed by the laws of the State of California. Venue and Jurisdiction of all matters arising out, pertaining to, or in any way related to this Agreement shall be v ested in the Superior Court of the State of California, in and for the County of Riverside, California.

7.4 Notices. Any notices to be given p ursuant to this Agreement shall be in writing and delivered by First Class Mail addressed to the Parties as follows:

City: City Engineer
City of Moreno Valley
Post Office Box 88005
Moreno Valley, California 92552-0805
Developer: KB Home Coastal, Inc.
36310 Inland Valley Drive, Suite 300
Wildomar, Ca 92595

7.5 Entire Agreement. This Agreement is the final, c omplete and exclusive statement of the Agreement of the Parties with respect to the subject matter hereof and A.13.b
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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF)

9 supersedes and replaces any prior oral or written agreements between the Parties addressing the same subject matter.

(SIGNATURE PAGE TO FOLLOW)
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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF) IN WITNESS WHEREOF, the Parties hereto have caused their authorized representatives to execute this Agreement.

CITY OF MORENO VALLEY,
a California municipal corporation

By: _________________________________
Mike Lee, City Manager
Its: __________________________________

Date: ________________________________

APPROVED AS TO FORM:

City Attorney

Date: _____________________________
KB Home Coastal, Inc.
(Name of Developer)
a California Corporation
(legal capacity of Developer)

By: _______________________________

Its: _______________________________

Date: ____________________________

By: _______________________________

Its: _______________________________

Date: _____________________________

SIGNING INSTRUCTION TO THE DEVELOPER:

All signatures on the Contract Agreement on behalf of the Developer must be acknowledged before a notary public. In the event that the Developer is a corporation, the president or vice- president plus the secretary of/or an assistant secretary of the corporation must sign. Corporate seal may be affixed hereto.

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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF)

DEVELOPMENT IMPACT FEES
IMPROVEMENT CREDIT AGREEMENT, NO. D23-002
PEN19-0244 (TR 33436)

Revised 092508

EXHIBIT “A”

PUBLIC IMPROVEMENT AGREEMENT

WITH BONDS

(ATTACHED BEHIND THIS PAGE)

EXHIBIT “A”
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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF) EXHIBIT “B”

ENGINEER'S ESTIMATE OF DIF IMPROVEMENTS

EXHIBIT “B”
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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT DEVELOPMENT IMPACT FEE (DIF) EXHIBIT “C” – DIF Credit Calculation Table

Not all development DIF fees are shown – agreement focus is Street credits and Traffic Signal credits. *May include, but not be limited to: City Hall, Corporate Yard, Maintenance Equipment, Animal Shelter, etc.

**Credit amount shall not exceed obligation.

EXHIBIT “C”
Item Process for
DIF Credit
Calculation
Streets Traffic
Signals
Police Fire Libraries Parks Community/
Rec Centers
Public
Facilities*
Interchange
Improvements
Electric
Utility
1 Engineer’s
Estimate
$314,218 $292,600 $ $ $ $ $ $ $ $
2 Project costs as
identified in DIF
study
$103,309 $274,100 $ $ $ $ $ $ $ $
3 Actual DIF
Obligation
$367,510 $77,792 $ $ $ $ $ $ $ $
3 Developer’s
Credit
Amount** -
Least of Lines 1
2 & 3
$103,309 $77,792 $ $ $ $ $ $ $ $
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Attachment: DIF Credit Agreement #D23-002 - PEN19-0244 (6082 : PEN19-0244 (TRACT 33436) ACCEPT

Report to City Council

ID#6128 Page 1
TO: Mayor and City Council

FROM: Melissa Walker, Public Works Director/City Engineer

AGENDA DATE: March 7, 2023

TITLE: PEN19-0168 (TRACT 32408) – APPROVAL OF

MAINTENANCE AGREEMENT BY AND BETWEEN THE

CITY OF MORENO VALLEY AND AUBURN

HOMEOWNERS ASSOCIAT ION FOR THE TRACT

LOCATED AT THE NORTHWEST CORNER OF BAY

AVENUE AND MORENO BEACH DRIVE
DEVELOPER: KB HOME COASTAL INC.

RECOMMENDED ACTION
Recommendations:

1. Approve the Maintenance Agreement by and between the City of Moreno Valley and Auburn Homeowners Association.

2. Authorize the City Manager to execute the Maintenance Agreement with Auburn Homeowners Association.

3. Authorize the City Clerk to transmit the executed Maintenance Agreement to the Riverside County Recorder’s Office for recordation.

SUMMARY

This report recommends approval of a maintenance agreement with Auburn Homeowners Association for residential Tract 32408, which is located at the northwest corner of Bay Avenue and Moreno Beach Drive. The developer, KB Home Coastal, Inc. is required to enter into a maintenance agreement with the City so that the City may maintain the water quality basin within the development to reduce pollutants in storm water and non-storm water discharges associated with the development. The proposed maintenance agr eement between Auburn Homeowners Association and the City is necessary to ensure long-term access, maintenance, and provide funding.

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Moreno Valley City CouncilMarch 7, 2023

Moreno Valley City Council
March 7, 2023