Rev Date: 06/24/2022
MEMORANDUM FROM THE CITY ATTORNEY CONCERNING A CLOSED
SESSION BEFORE THE CITY COUNCIL OF THE CITY OF RIVERSIDE TO: Honorable Mayor and Members of the City Council
FROM: James Johnson, City Attorney
SUBJECT: Closed Session – Conference with Legal Counsel - Anticipated Litigation [Government Code §54956.9]
Significant Exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of Section 54956.9. Number of Potential Case(s): one A closed session will be held on August 25, 2026, for the purpose of conferring with and/or receiving advice from your legal counsel concerning anticipated litigation. Based on existing facts and circumstances and the advice of its legal counsel, the City Council believes there is a significant exposure to litigation. [Government. Code §54956.9(d)(2)].
The facts and circumstances that might result in litigation against the City and that are known to the potential plaintiff(s) are included in the documents attached hereto. [Government Code § 54956.9(e)(2).
Dated: August 21, 2026
Prepared By: James Johnson
City Attorney
Attachments:
1. Letter dated July 30, 2026
CC Date: 8-25-26
Item No.: 42
65522169.2
Carl D. Ciochon
Director
[email protected]
1111 Broadway, 24th Floor
Oakland, California 94607
PH (510) 622-7536 | FX (510) 834-1928
fennemorelaw.com
July 30, 2026
Via FedEx (signature required)
Dr. Yxstian Gutierrez, Chair
March Joint Powers Commission
c/o Cindy Camargo, Clerk
March Joint Powers Authority
17405 Heacock Street
Moreno Valley, CA 92551
[email protected]
[email protected]
Re: July 1, 2026 Closed-Session Action Concerning March LifeCare Campus DDA Demand to Cure and Correct Brown Act Violations [Cal. Gov. Code § 54960.1] Dear Chair Gutierrez and Members of the March Joint Powers Commission:
This firm represents March1 LLC (“March1”), the developer under the March LifeCare Campus Disposition and Development Agreement dated April 7, 2010, as amended (the “DDA”), including the Sixth Amendment effective January 14, 2026 (the “Sixth Amendment”).
Pursuant to Government Code section 54960.1, this letter demands that the March Joint Powers Commission (the “Commission”) cure and correct action taken during its July 1, 2026 closed session concerning March1’s request to extend the Hospital Escrow Closing Date and Bulk Sale Escrow Closing Date and the resulting purported termination of the DDA.
In short, March1 understands that the Commission used a closed-session real-property item to decide, authorize, or implement the denial of March1’s operative extension request and the purported termination of the DDA. Because that action exceeded the posted closed-session item, was not publicly reported, and was implemented through the July 2 termination letter, March1 demands that the Commission rescind the action, withdraw the termination letter, disclose what occurred, and that any future action comply fully with applicable law, including all Brown Act requirements.
This demand is directed to the Commission in each capacity in which it considered or acted upon the DDA item, including as the governing body of the March Joint Powers Authority (“MJPA” or the “Authority”) and, to the extent applicable, the Successor Agency - March Joint Powers Authority of the Former March Joint Powers Redevelopment Agency. It is separate from, and does not replace, March1’s contractual notices and demands under the DDA.
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July 30, 2026
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I. THE CHALLENGED ACTION
March1 is informed and believes, based on the objective sequence of events and the governing documents described below, that the Commission took an actual vote and/or other collective action during its July 1, 2026 closed session. For purposes of this demand, the “Challenged Action” includes each of the following, whether embodied in a formal motion, consensus, collective direction, commitment, negotiating instruction, or other authorization:
1. Denying March1’s operative June 30, 2026 request under section 4(j) of the Sixth Amendment – which expressly withdrew and superseded March1’s June 9 request – to extend the Hospital Escrow Closing Date to September 30, 2026 and the Bulk Sale Escrow Closing Date to October 1, 2026;
2. Determining or collectively committing that the existing closing dates would remain unextended and that the Authority would treat the failure to close by those dates as a basis to terminate the Sixth Amendment and DDA;
3. Determining that March1 was in default, deciding to exercise the Authority’s asserted termination remedy, and/or treating the DDA as terminated;
4. Authorizing or directing MJPA’s Chief Executive Officer, General Counsel, or other staff to prepare, execute, transmit, or implement the July 2, 2026 letter purporting to terminate the Sixth Amendment and DDA; and
5. Taking any substantially equivalent action having the purpose or practical effect of selecting termination of the DDA rather than continuation under extended closing dates.
Whether the motion or decision was formally phrased as a denial of an extension, a refusal of consent, a decision to leave the existing dates unchanged, or a termination decision does not control. Government Code section 54952.6 defines “action taken” to include a collective negative decision, a collective commitment or promise to make a negative decision, and an actual vote. The Commission’s failure to report its action prevents March1 from identifying the precise wording of the motion, direction, or vote tally. That secrecy cannot defeat a cure-and-correct demand that clearly describes the substance and practical effect of the challenged action.
II. OBJECTIVE FACTUAL BASIS FOR THE DEMAND
1. Contractual framework. Section 4(j) of the Sixth Amendment requires the Authority’s prior written consent to modification of the Hospital and Bulk Sale closing dates and provides that such consent “shall not be unreasonably withheld.” DDA section 11.05 separately authorizes the “Executive Director” to permit extensions of time for Developer’s performance of
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up to 90 days in the aggregate without governing-board approval. That provision does not expressly authorize the Chief Executive Officer, or any person exercising the contractual authority assigned to the “Executive Director,” to determine a contractual default, exercise the Authority’s termination option, or issue an operative termination notice.
2. The June 30, 2026 request. In response to MJPA’s June 29, 2026 request for written confirmation, March1 delivered its operative written extension request on June 30, 2026. The June 30 letter expressly withdrew and superseded March1’s June 9, 2026 request and accepted the precise extension periods MJPA had previously proposed: September 30, 2026 for the Hospital Parcels and October 1, 2026 for the Bulk Sale Parcels. March1 tendered an additional $40,000 check, confirmed that the County roadway issue had been sufficiently clarified for underwriting, committed to work diligently toward closing, and asked MJPA to advise whether anything further was needed before the Commission meeting the next day so that the request could be fully presented for Commission consideration.
3. The July 1, 2026 agenda. The posted agenda identified one DDA-related closed- session item under Government Code section 54956.8. It identified the property as the March LifeCare Campus, identified the agency negotiators only by title as “MJPA General Counsel and CEO,” identified March1 as the negotiating party, and stated: “Under Negotiation: Price and Terms of Possible Amendment to Disposition and Development Agreement.” The agenda did not identify consideration or action concerning contractual default, termination, exercise of a contractual remedy, or authorization of an operative termination notice. It also did not identify a separate anticipated-litigation closed session concerning March1 or the DDA.
4. No advance notice of breach, default, or termination. March1 did not receive actual notice at least 72 hours before the July 1 meeting that the Commission would consider or take action concerning any asserted contractual breach or default, exercise of a termination remedy, treatment of the DDA as terminated, or authorization of a termination notice in the event the extension was denied.
5. July 2, 2026 implementation. On July 2, 2026, the day after the closed session, MJPA’s Chief Executive Officer sent March1 a letter stating that “the Authority does not grant such consent” and that “the Authority hereby exercises its right to terminate” the Sixth Amendment and DDA under section 10 of the Sixth Amendment. Although the subject line referred to the withdrawn June 9 request, the body of the letter expressly acknowledged and denied March1’s June 30 request. The letter did not describe the denial or termination as an independent discretionary decision by the Chief Executive Officer, instead, it spoke for “the Authority” and immediately implemented the institutional consequence of the July 1 closed- session action.
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6. No public disclosure. The Commission did not publicly disclose that it had voted or otherwise taken collective action on March1’s extension request, did not disclose any decision concerning default or termination, and did not report the vote or abstention of any Commissioner.
7. Commission authority and the objective inference. The Fourteenth Amended Joint Powers Agreement dated April 18, 2023 establishes the Commission as MJPA’s governing body and provides that the Authority’s powers are exercised by the Commission. (Fourteenth Amended Joint Powers Agreement, § 5(a).) It also requires Commission meetings to comply with the Brown Act and provides that staff exercise only powers, duties, and responsibilities conferred by the agreement or by the Commission. (Id., § 5(f), (h).) No presently identified DDA provision, bylaw, resolution, or delegation authorizes the Chief Executive Officer, acting alone, to determine default, exercise the Authority’s termination option, and terminate the DDA. The objective record therefore supports the conclusion that the July 2 letter implemented action taken or authorized by the Commission on July 1.
If MJPA contends that the Commission took no action concerning the extension, default, termination, or July 2 letter, then MJPA necessarily relies on an alternative position: that the Chief Executive Officer or another staff member acted independently under previously delegated authority. In that event, MJPA must identify the exact contract provision, resolution, bylaw, written delegation, or other source of authority on which it relies. It cannot simultaneously deny that the Commission acted and rely on the July 2 letter as an authorized exercise of the Authority’s termination power without identifying who made the operative decision and the legal basis for that person’s authority.
III. THE CHALLENGED ACTION VIOLATED THE BROWN ACT
A. The Challenged Action exceeded the limited real-property-negotiations exception.
Government Code section 54953 requires meetings of a local legislative body to be open and public unless a specific Brown Act exception applies. Section 54956.8 creates a narrow exception permitting a legislative body to meet “with its negotiator prior to the purchase, sale, exchange, or lease of real property by or for the local agency to grant authority to its negotiator regarding the price and terms of payment for the purchase, sale, exchange, or lease.” March1 recognizes that a proposed extension of a closing date may bear on the timing of payment and that the Commission could lawfully confer in closed session concerning confidential bargaining instructions about whether, or on what payment-related terms, its negotiators could agree to an extension. The statutory exception, however, does not authorize a final determination that a contracting party is in default, a decision to exercise a termination
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remedy, a collective commitment to treat an existing DDA as terminated, or the approval of an immediately operative termination notice.
Shapiro v. San Diego City Council (2002) 96 Cal.App.4th 904, rejects use of section 54956.8 as a general exception for every issue reasonably related to a real-estate transaction. (96 Cal.App.4th at pp. 917, 922-924.) California Attorney General Opinion No. 10-206 (Dec. 27, 2011) likewise concludes that the exception covers the amount of consideration, the form, manner, and timing of payment, and matters essential to formulating those positions - not every matter bearing on the transaction and not confidential deliberations over the wisdom of proceeding with the transaction itself. As the Opinion explains:
Ultimately, of course, each case must be decided on its own facts. But, for the reasons stated, we cannot accept the view that the real-estate-negotiations exception permits the closed-session discussion of any and all aspects of a proposed transaction that might have some effect on price and payment terms.
The purpose of the exception is to protect a local agency’s bargaining position, not to keep confidential its deliberations as to the wisdom of a proposed transaction.
(Id. at p. 10.)
Here, post-meeting, the denial was not treated as a nonbinding negotiating position followed by further negotiation or a later public decision. Rather, MJPA immediately used the denial as the predicate for its July 2 declaration that the DDA was terminated. In substance and practical effect, the Authority selected termination rather than continuation under extended dates.
As such, the Challenged Action exceeded section 54956.8 and therefore violated section 54953.
B. The Challenged Action exceeded the posted and announced closed-session subject.
Government Code section 54954.2 requires a posted agenda to contain a brief general description of each item of business to be transacted or discussed, including closed-session business. Section 54954.5 provides a safe harbor for real-property closed-session notices that substantially comply with its prescribed disclosures, including the names of the negotiators attending the closed session and whether the negotiating instructions will concern price, terms of payment, or both. Section 54957.7 further provides that, once in closed session, the legislative body may consider only matters covered by its public statement.
The July 1 agenda did not substantially comply with section 54954.5, subdivision (b). It identified MJPA’s negotiators only by title rather than by name, and it stated that the subject was “Price and Terms of Possible Amendment” rather than specifying whether the instructions would
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concern price, terms of payment, or both. Shapiro holds that failure to name the agency negotiators does not satisfy section 54954.5’s safe-harbor requirements. (Shapiro, supra, 96 Cal.App.4th at pp. 908, 917-918.)
More fundamentally, the agenda did not disclose that the Commission would determine any asserted contractual breach or default, exercise of a termination remedy, treatment of the DDA as terminated, or authorization of a termination notice in the event the extension was denied. Those were separate and materially different items of business from confidential bargaining instructions concerning a possible amendment. To the extent the Commission considered or acted on those matters (and it is clear that, regardless of the label affixed, it did), the Challenged Action violated section 54954.2, fell outside the protection of section 54954.5, and exceeded the limitation imposed by section 54957.7.
To the extent MJPA invokes the actual-notice limitation in Government Code section 54960.1, subdivision (d)(5), against March1’s section 54954.2 claim, that limitation does not apply. March1 did not have actual notice at least 72 hours before the July 1 meeting that the Commission would consider or act upon contractual default, termination of the DDA, or authorization of a termination notice.
C. The failure to disclose the action and individual votes provides an additional and alternative basis for relief.
Government Code section 54953, subdivision (d)(2), states that a legislative body shall publicly report any action taken and the vote or abstention of each member present for the action.
The Commission disclosed neither the extension-denial action nor any default, termination, or implementing action and disclosed no member votes or abstentions.
MJPA may contend that section 54957.1 more specifically identifies the closed-session actions that must be reported and, in the real-estate context, expressly addresses approval of an agreement concluding negotiations rather than rejection of a proposed amendment. March1 therefore preserves the reporting contention as an additional and alternative ground. Even if denial of a negotiating proposal, standing alone, were not reportable, section 54957.1 would not authorize secret action outside the permissible scope of section 54956.8 or cure the failure to notice default, termination, or authorization of a termination notice.
D. The violation caused concrete prejudice.
The Commission’s procedure deprived March1 and the public of notice that the Commission would decide whether an existing, long-term public development agreement would continue or terminate; deprived the public of an opportunity to comment before that dispositive decision; concealed the decision and the individual votes; and immediately purported to impair
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March1’s contractual, escrow, deposit, and real-property rights. Unlike a case in which a defective closed-session discussion is followed by a fully noticed and independent open-session decision, the operative decision here was made or authorized in closed session and implemented – without any public discussion – the very next day. The challenged procedure therefore caused actual prejudice and defeated the Brown Act’s central purposes.
E. The Challenged Action is subject to nullification under section 54960.1.
The Commission’s vote, negative decision, collective commitment, and authorization constituted “action taken” under Government Code section 54952.6. Section 54960.1 expressly authorizes an interested person, after a timely cure-and-correct demand, to seek mandamus or injunctive relief declaring action taken in violation of sections 54953, 54954.2, and 54954.5 null and void. Bell v. Vista Unified School District (2000) 82 Cal.App.4th 672, confirms that section 54960.1 supplies a nullification remedy where an enumerated Brown Act provision was violated, the legislative body took action, and the demanding party timely pursued the cure-and-correct procedure. (82 Cal.App.4th at pp. 684-85.) March1 therefore timely demands cure and correction of the entire Challenged Action.
IV. DEMAND TO CURE AND CORRECT
A. Required cure and correction.
March1 demands that, within the period prescribed by Government Code section 54960.1, subdivision (c), the Commission cure and correct the Challenged Action at a properly noticed open and public meeting by taking each of the following actions:
1. Adopt an open-session resolution expressly rescinding and withdrawing the Challenged Action, including the vote or collective decision denying the extension and every associated default, termination, implementation, or staff-direction component;
2. Publicly disclose the precise motion, proposal, direction, commitment, authorization, or other action taken during the July 1 closed session, together with the vote or abstention of every Commissioner present;
3. Withdraw in writing MJPA’s July 2, 2026 purported termination letter and every direction, instruction, authorization, escrow instruction, or third-party communication issued to implement or rely upon that letter;
4. Confirm in writing that MJPA will not rely on the July 1 Challenged Action or the July 2 letter as having terminated the DDA, established any default, authorized forfeiture or release of deposits, or otherwise impaired March1’s rights;
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5. Correct any implementing communication by notifying every escrow holder and third party to whom MJPA communicated the asserted termination that the July 2 letter has been withdrawn and that no action should be taken in reliance upon it;
6. Confirm that any future determination of contractual default, exercise of a termination remedy, or final decision whether the DDA will continue or terminate will occur only after compliance with the Brown Act, including a sufficiently descriptive agenda and open-session action, while preserving only such narrow closed-session consultation as section 54956.8 actually authorizes concerning price and terms of payment; and
7. Provide March1 with certified copies of the cure resolution, the corresponding open- session minutes, the written withdrawal of the July 2 letter, and all corrective notices sent to escrow holders or third parties.
March1’s position is that an adequate cure requires the Commission expressly to rescind and withdraw the July 1 Challenged Action and MJPA to withdraw the July 2 letter. Any subsequent reconsideration must be prospective and must comply fully with the Brown Act.
March1 does not concede that a later action may be given retroactive effect, may validate the July 2 letter as of its original date, or may eliminate the legal consequences of MJPA’s treatment of the DDA as terminated during the intervening period.
B. Additional measures requested to prevent further prejudice.
To prevent the challenged action from causing additional and potentially irreversible prejudice while the Commission addresses this demand, March1 also requests that MJPA restore and preserve the status quo, including all escrows and deposits, and refrain from selling, transferring, encumbering, marketing, or committing the Hospital Parcels or Bulk Sale Parcels in a manner inconsistent with March1’s claimed rights pending lawful reconsideration and resolution of the parties’ dispute. These measures are requested in addition to the statutory cure identified above and without limiting March1’s right to seek provisional or contractual relief.
V. RESPONSE REQUIRED IF MJPA DISPUTES THAT THE COMMISSION ACTED
If MJPA contends that the Commission did not vote, make a collective decision, authorize the July 2 letter, determine default, or exercise a termination remedy, its written response must state that position unequivocally and identify:
1. The person or persons who decided to deny March1’s operative June 30 extension request;
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2. The person or persons who determined that the closing dates had expired and that the DDA could be terminated;
3. The person or persons who decided to exercise MJPA’s asserted termination right and authorized the July 2 letter; and
4. The specific DDA provision, bylaw, resolution, written delegation, or other legal authority conferring each asserted power on those persons.
A bare assertion that the Commission took “no reportable action” will not answer the demand. The issue is whether the Commission took action within the broad definition in section 54952.6 and whether the July 2 termination was authorized. This section requests clarification of MJPA’s factual and authority position; it does not narrow the cure demanded above.
VI. PRESERVATION OF EVIDENCE AND RECORDS
Litigation concerning the Challenged Action, the July 2 letter, and the DDA is reasonably anticipated. MJPA, the Commission, and their officers, employees, counsel, agents, and Commissioners must preserve all potentially relevant records, including:
1. The confidential closed-session minute book maintained under Government Code section 54957.2 and any audio or video recording, transcript, notes, or summary of the July 1 closed session;
2. All motions, proposed motions, vote tallies, action memoranda, collective directions, negotiating instructions, and records identifying every person present during any portion of the DDA closed session;
3. All written or electronic materials provided to or considered by the Commission concerning March1’s June 30 request and the consequences of granting or denying it, including any analysis of the closing dates, default, termination, or the July 2 letter;
4. All drafts, redlines, metadata, circulation records, approvals, and transmission records for the July 2 letter;
5. All records concerning the authority of the Chief Executive Officer, any person claimed to exercise the authority assigned to the “Executive Director” under DDA section 11.05, the General Counsel, or other staff to deny the extension, determine default, exercise a termination remedy, or issue the July 2 letter;
6. All communications concerning what would be publicly reported after closed session, including any determination that there was no reportable action; and
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7. Responsive public-business records maintained on personal accounts, devices, or messaging applications used by Commissioners, officers, employees, counsel, or agents.
This preservation demand does not request production in this letter of privileged legal advice or a confidential closed-session minute book. It requires retention of those materials for any necessary judicial review, including in camera review under Government Code section 54957.2, and preservation of all independently existing, nonprivileged records. A separate request under the California Public Records Act will be served.
VII. RESPONSE DEADLINE AND RESERVATION OF RIGHTS
Government Code section 54960.1, subdivision (c)(2), requires the Commission, within 30 days after receipt of this demand, either to cure and correct the Challenged Action and inform March1 in writing of the cure, or to inform March1 in writing of its decision not to cure and correct. Please direct the written response to:
Carl D. Ciochon
Fennemore LLP
1111 Broadway, 24th Floor
Oakland, CA 94607
[email protected]
with a copy to:
Donovan Collier
Fennemore LLP
550 E. Hospitality Lane, Suite 350
San Bernardino, CA 92408
[email protected]
If the Commission does not timely provide a complete and effective cure, March1 reserves all rights to seek mandamus, injunctive, declaratory, and other relief under Government Code sections 54960 and 54960.1, recovery of attorneys’ fees and costs under section 54960.5, and to pursue all additional relief available under the DDA and other applicable law.
March1 does not contend that correction of the Brown Act violation, standing alone, constitutes the Authority’s written consent to the requested extension. March1 expressly reserves its position that consent was unreasonably withheld, that the purported termination was unauthorized and ineffective, and that March1 is entitled to contractual, declaratory, injunctive, and other relief concerning the extension and termination.
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This demand does not waive, modify, extend, or concede any contractual notice requirement, closing date, cure period, claim, defense, force-majeure position, extension right, objection to MJPA’s authority, right to specific performance, right to provisional relief, or other remedy. Nor does it constitute an admission that the DDA was terminated, that any March1 default occurred, or that any deposit may be forfeited or released.
Very truly yours,
FENNEMORE LLP
Carl D. Ciochon
CDC/ic
Enclosures:
1. Exhibit A - July 1, 2026 agenda, closed-session item
2. Exhibit B - March1's June 30, 2026 operative extension request, expressly withdrawing and superseding the June 9 request
3. Exhibit C - MJPA July 2, 2026 denial and purported termination letter
4. Exhibit D - Fourteenth Amended Joint Powers Agreement dated April 18, 2023, sections 5(a), 5(f), and 5(h)
5. Exhibit E - DDA section 11.05 and Sixth Amendment sections 4(j) and 10 cc: Grace Martin, Chief Executive Officer
Thomas Rice, Esq.
Maya Mouawad, Esq.
March1 LLC
EXHIBIT A
NOTICE OF THE REGULAR MEETING
of the
March Joint Powers Commission
of the
March Joint Powers Authority
and the
March Inland Port Airport Authority
and the
Successor Agency - March Joint Powers Authority
of the
Former March Joint Powers Redevelopment Agency
City of Moreno Valley City of Riverside City of Perris Riverside County and the
March Joint Powers Commission
of the
March Joint Powers Utilities Authority
City of Moreno Valley City of Riverside City of Perris to the
Public and Members of the March Joint Powers Commission Notice is hereby given that the Regular Meeting of the March Joint Powers Commission of the March Joint Powers Authority will be held at Riverside County Administration Center - Board Chambers, 4080 Lemon Street, Riverside, California 92501 on Wednesday, July 1, 2026 at 3:00 p.m.
This Notice was posted on 06/25/2026 at the following locations:
March
Inland Port Airport Authority Riverside County Administration Center March Joint Powers Authority 4080 Lemon Street
17405 Heacock Street Riverside, CA 92501
Moreno Valley, CA 92551
On June 25, 2026, Notice was sent to each member of the March Joint Powers Commission.
I hereby certify that the foregoing Notice is a full, true, and correct copy of the Notice posted for the March Joint Powers Authority Commission Meeting.
Cindy Camargo
Cindy Camargo, Clerk
March Joint Powers Authority Commission
1 REG
ULAR MEETING
of the
March Joint Powers Commission
of the
March Joint Powers Authority
and the
March Inland Port Airport Authority
and the
Successor Agency - March Joint Powers Authority
of the
Former March Joint Powers Redevelopment Agency
City of Moreno Valley City of Riverside City of Perris Riverside County and the
March Joint Powers Commission
of the
March Joint Powers Utilities Authority
City of Moreno Valley City of Riverside City of Perris Wednesday, July 1, 2026 - 3:00 PM
March Joint Powers Authority Commission
Meeting Location:
Riverside County Administration Center, Board Chambers
4080 Lemon Street
Riverside, CA 92501
ALL
MEETINGS ARE OPEN TO THE PUBLIC.
Interested persons are encouraged to participate in the activities of the JPA. Anyone wishing to speak on an agenda item or on an issue of general concern should complete a “Speaker’s Request Form” available in the Meeting Room.
You may view the meeting at https://rivcotv.org/
ADA
: If you require special accommodations during your attendance at a meeting, please contact the JPA at (951) 656-7000 at least 24 hours in advance of the meeting time.
March Joint Powers Authority
17405 Heacock Street Moreno Valley, CA 92551
Phone: (951) 656-7000 www.MarchJPA.com
2 THE MARCH JOINT POWERS COMMISSION
of the
MARCH JOINT POWERS AUTHORITY
and the
MARCH INLAND PORT AIRPORT AUTHORITY
and the
SUCCESSOR AGENCY - MARCH JOINT POWERS AUTHORITY
of the
FORMER MARCH JOINT POWERS REDEVELOPMENT AGENCY
City of Moreno Valley City of Riverside City of Perris County of Riverside and the
MARCH JOINT POWERS COMMISSION
of the
MARCH JOINT POWERS UTILITIES AUTHORITY
City of Moreno Valley City of Riverside City of Perris Wednesday, July 1, 2026 - 3:00 PM
Riverside County Administrative Center
Board Chambers
4080 Lemon Street
Riverside, CA 92501
REGULAR MEETING AGENDA
1. Call to Order
2. Roll Call
3. Invocation
4. Pledge of Allegiance
5. Matters Subsequent to Posting Agenda
Approval of Agenda Additions or Corrections, as Necessary.
6. Public Comments
Any person may address the Commission on any subject pertaining to March Joint Powers Authority, March Inland Port Airport Authority, Successor Agency/former March Joint Powers Redevelopment Agency, and March Joint Powers Utilities Authority business not listed on the Agenda during this portion of the Meeting. A limitation of three (3) minutes shall be set for each person desiring to address the Commission.
7. Approval of Minutes for Regular Meeting held on June 3, 2026 – Page 6 3 8. CONSENT CALENDAR
March Joint Powers Authority - Operations
March Inland Port Airport Authority - Operations
1) Report: MIPAA Receive and file Financial Status Reports – Page 13 2) Action: MIPAA Approve May 2026 Disbursements – Page 15 3) Report: MJPA Receive and file Financial Status Reports – Page 17 4) Action: MJPA Approve May 2026 Disbursements – Page 25 5) Action: Approve a one-year option to extend a professional services agreement with HBS Strategies for federal lobbying services and authorize the Chief Executive Officer to execute the extension – Page 29
6) Action: Approve Amendment No. 1 to the Short-Form Services Agreement with All Temperature Air, Inc. for Green Acres Community air conditioning maintenance services and authorize the Chief Executive Officer to execute the amendment – Page 31 7) Action: Approve an Exclusive Negotiation Agreement (ENA) with the California Military Department, in substantially the form presented, and authorize the Chief Executive Officer to negotiate remaining terms and execute the agreement – Page 32
9. CONSENT CALENDAR
March Joint Powers Utilities Authority – Operations
1) Report: Receive and file Financial Status Report – Page 44 2) Action: Approve May 2026 Disbursements – Page 46
10. Presentation
11. Commission Members Oral Reports/Announcements
12. Staff Oral Reports/Announcements
13. Calendaring of Future Agenda Items
Future agenda items may be scheduled by JPC Members or staff.
14. Closed Session
CONFERENCE WITH REAL PROPERTY NEGOTIATORS PURSUANT TO
GOVERNMENT CODE SECTION 54956.8
Property: Northeast Corner (commonly referred to as the March LifeCare Campus) Generally located to the south and west of the intersection of Cactus Avenue and Heacock Street, covered by the Disposition and Development Agreement with March1, LLC
Agency Negotiator: MJPA General Counsel and CEO
Negotiating Parties: March1, LLC (March Healthcare Development) Under Negotiation: Price and Terms of Possible Amendment to Disposition and Development Agreement
15. Adjournment
In accordance with Government Code section 65009, anyone wishing to challenge any action taken by the Commission of any of the entities listed in this agenda above in court may be limited to raising only those issues raised at the public hearings described in the notice or raised in written correspondence delivered to the hearing 4 body, at or prior to the public hearing. Any written correspondence submitted to one or more of the March JPA Commissioners regarding a matter on this Agenda shall be carbon copied to the Commission Clerk and the project planner, if applicable, at or prior to the meeting date first referenced above.
Copies of the staff reports or other written documentation relating to each item of business described above are on file in the office of Clerk of the March Joint Powers Authority (JPA), 17405 Heacock Street, Moreno Valley, California and are available for public inspection during regular office hours (8:00 a.m. to 5:30 p.m., Monday through Thursday, Friday 8:00am to 4:30pm). Written materials distributed to the March Joint Powers Commission within 72 hours of the March Joint Powers Commission meeting are available for public inspection immediately upon distribution in the Clerk’s office at the JPA offices at 17405 Heacock Street, Moreno Valley, California (Government Code Section 54957.5(b)(2). Copies of staff reports and written materials may be purchased for $0.20 per page. In addition, staff reports can be reviewed online at www.marchjpa.com. Pursuant to State law, this agenda was posted at least 72 hours prior to the meeting.
ADA: If you require special accommodations during your attendance at a meeting, please contact the JPA at (951) 656-7000 at least 24 hours in advance of the meeting time.
I hereby certify under penalty of perjury, under the laws of the State of California, the foregoing agenda was posted in accordance with the applicable legal requirements.
Dated: June 25, 2026
Sig
ned: Cindy Camargo
Cindy Camargo, Clerk of the March Joint Powers Authority Commission Ma
rch Joint Powers Authority
17405 Heacock Street, Moreno Valley, CA 92518
Phone: (951) 656-7000 www.MarchJPA.com
5 EXHIBIT B
June 30, 2026
Via Hand Delivery
March Joint Powers Authority
Attn: Dr. Grace Martin, Chief Executive Officer
17405 Heacock Street
Moreno Valley, CA 92551
Re: March Joint Powers Authority (the “Authority”) Proposed Extension Terms Dear Dr. Martin:
I am writing on behalf of March1 LLC (“March1” or “Developer”) in response to your June 29, 2026 email to me and Lou Monville. As requested, March1 is providing written confirmation that it is withdrawing its June 9, 2026 letter to the Authority and is willing to accept the extension periods proposed by the Authority in its June 4, 2026 letter. Specifically, the contract term would be extended for up to 90 days from July 1, 2026, to October 1, 2026, for the Bulk Sale Closing Date and to September 30, 2026, for the Hospital Parcels Closing Date.
Although your email, and our preceding conversation, did not indicate that the withdrawal of our June 9th letter and willingness to accept the Authority’s proposed extension dates required another $40,000 payment, we are tendering with this letter a check in the amount of $40,000. If this additional payment is not required, please let us know and destroy the checks.
As Steve Tomassi discussed in his conversation with Maya Mouawad this morning, March1’s request for a six-month extension was premised on the need to obtain certainty from the County regarding its position with respect to the road and street grid reflected in the March LifeCare Campus Specific Plan.
Our lenders needed to understand what changes, if any, the County would require to the road and street grid in the Specific Plan. We were not seeking to make our closing on the Bulk Sale and Hospital Parcels contingent upon the County accepting the Specific Plan as is; rather, we simply needed written confirmation of the County’s requirements to share with our lenders.
Due to your efforts in arranging the meeting with the County held on June 10, 2026, we received written confirmation from the County on June 15th regarding the road and street grid and had a clarifying discussion with County staff on June 29th. We now have what is needed to include in the underwriting package for financing the purchase of the Hospital Parcels and Bulk Sale Parcels. We intend to work diligently to close on the financing transactions and complete the Bulk Sale and Hospital Parcels purchases within the time frames referenced above.
Please let us know if you need anything else from March1 prior to the Commission meeting tomorrow in order to fully present, for the Commission’s consideration, an extension of the dates to close on the Bulk Sale and Hospital Parcels transactions.
In agreeing with the extension timeline proposed by the Authority, March1 does not intend to waive, modify or extend any of its rights, or any of the other provisions or deadlines, in the Sixth Amendment.
Likewise, it does not consider the Authority in granting the extension as waiving, modifying, or extending Dr. Grace Martin
June 30, 2026
any other provisions or deadlines under the Sixth Amendment or waiving any of its rights or remedies in the Sixth Amendment.
Sincerely,
MARCH1 LLC
By: ___________________________
Daniel Niemann
Co-Manager
cc: Thomas Rice
Maya Mouawad
Stephen Tomassi
Lou Monville
EXHIBIT C
EXHIBIT D
JOINT POWERS AGREEMENT
BETWEEN
THE CITIES OF MORENO VALLEY,
PERRIS AND RIVERSIDE AND THE
COUNTY OF RIVERSIDE
FOR
THE FORMATION OF A
JOINT POWERS AUTHORITY
TO FORMULATE AND IMPLEMENT
PLANS FOR THE USE AND REUSE
OF
MARCH AIR FORCE BASE
PROPOSED AMENDMENT #14
April 18, 2023
1 Agreement and this Agreement shall be appropriately amended to reflect the change in membership.
(c) Provided there is mutual consent by the governing bodies of each of the Parties to this Agreement, evidenced in writing, this Agreement may be: (1) amended to extend the term thereof; (2) amended to add new Parties; or (3) amended to change any substantive portion of the Agreement, or any one or more of the foregoing, in accordance with all applicable laws, rules and regulations.
(d) The Parties to this Agreement specifically agree that this Agreement creates an entity which may acquire or hold property. If it is deemed that Sections 6511 and 6512 of the Act are applicable after completion of the purposes of this Agreement or upon termination thereof, any property or assets acquired or surplus money on hand which was obtained pursuant to this Agreement and which is not required by law or contract to be distributed in a different manner, shall be returned to the then Parties to the Agreement in proportion to the contributions made. For purposes of this distribution, "contributions made" include unreimbursed in-kind services, materials and equipment provided by a Party.
Section 5. Creation of the Joint Powers Commission ("JPC"). (a) Creation of JPC. In order to effectuate the purposes of this Agreement as set forth in Section 1 hereof and to accomplish the Action Steps described in Section 6 hereof, Cities and County agree to establish at the earliest possible date after commencement of this Agreement, a Joint Powers Commission (hereinafter referred to as "JPC"), which shall be the governing body of the entity created by this Agreement and all the powers of such entity shall be exercised by the JPC.
(b) Membership. The JPC shall initially be composed of eight (8) Members. Each Party to this Agreement shall be represented by two (2) JPC Members with each Member being entitled to one (1) vote. In the event only one Member or the Alternate is present representing the same Party, that Member or Alternate who is present may cast two (2) votes on behalf of that Party in any manner deemed appropriate by such Member or Alternate. In the event no Member or Alternate 6 of a Party is present at the time that votes are cast on a matter, the votes of such absent Members or Alternate shall be considered as not having been cast. (c) Designation of Representatives and Alternates. The governing body of each Member on the JPC shall appoint by resolution its Representatives and may appoint by resolution an Alternate to the JPC. A copy of the resolution shall be furnished to the JPC. Each Representative and Alternate must hold an elective office on the respective governing body appointing the Representative and Alternate. Alternates shall have the authority to act in a Representative's absence. Representatives for the County of Riverside shall be the Supervisors of Districts I and V and the Alternate for the County of Riverside shall be the Supervisor of District III.
Representatives and Alternates shall serve on the JPC during the term for which they were appointed or until their successor has been appointed or their appointment has been revoked, whichever is earlier. However, a Representative's or Alternate's position on the JPC shall automatically terminate if and when the term of the elected public office of such Representative or Alternate is terminated. When a vacancy occurs, it shall be the duty of the respective Party having the vacancy to promptly inform the JPC of the name of the replacement Representative or Alternate by forwarding a copy of the resolution appointing such replacement Representative or Alternate to the JPC .
(d) Quorum and Transaction of Business. The presence of five (5) Members of the JPC shall constitute a quorum of which a least four (4) Members shall represent each Party to this Agreement, provided, however, that there shall be no requirement for the presence of four (4) Members representing each Party if both Members of the Party are absent for two (2) successive meetings. A vote of five (5) Members shall be necessary for the transaction of business, except for adjournment of a meeting which shall require only a majority vote of those present. No proxy or absentee voting shall be permitted.
(e) Meetings. The JPC shall establish the time and place for its regular and special meetings. The dates, hour and location of regular meetings shall be fixed by resolution of the JPC and a copy of such resolution shall be filed with the governing body of each of the Parties and with 7 each Party's designated Representatives. Special meetings and adjourned meetings may be held as required or permitted by law.
(f) Ralph M. Brown Act. All meetings of the JPC, including without limitation, regular, special and adjourned meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code).
Pursuant to Government Code Section § 54956.96, Members or Alternates may disclose information discussed in closed session that has direct financial or liability implications for any Party to this Agreement to the following individuals:
(1) Legal counsel of any Party to this Agreement for purposes of obtaining advice on whether the matter has direct financial or liability implications for that Party. (2) Other members of the legislative body of the Party present in closed session of that member Party.
Furthermore, any Alternate who is also a member of the legislative body of any Party and who is attending a properly noticed meeting of the JPC in lieu of a Member may attend closed sessions of the JPC.
(g) Officers. The JPC shall select a Chairperson and a Vice-Chairperson at its first meeting and at the first meeting held in each succeeding calendar year shall select or re-select its officers.
In the event an officer resigns or ceases to be an officer, the JPC shall select a replacement therefor at the next regular meeting of the JPC. In the absence or inability of the Chairperson to act, the Vice-Chairperson shall act as Chairperson.
(h) Management. Staff and Support Personnel. Subject to the availability of funds, the JPC may contract for or employ such staff and support personnel as may be necessary or desirable in implementing and carrying out the purposes of this Agreement. Such staff and personnel shall exercise those powers, duties and responsibilities imposed or conferred herein or conferred thereon by the JPC.
8 Additional support personnel for the JPC may be provided by the staff of the Parties to this Agreement subject to such conditions as may be approved by the governing bodies of such personnel and by the JPC.
(i) Rules. The JPC may adopt, from time to time, such rules and regulations for the conduct of its meetings and affairs as it may deem necessary, including, without limitation, the designation of a person to record and transcribe the minutes of each public meeting of the JPC. (j) Funding and Support. It is anticipated that the operating funds of the JPC will be derived from grants, donations, and from "in kind" contributions from the Parties to this Agreement.
The JPC, in the name and on behalf of the Authority, may apply for, accept, and utilize grants from any governmental or private source in order to implement and carry out the purposes of this Agreement.
After consultation with the JPC, any Party to this Agreement may apply for or accept grants, or other funds or resources for any purpose relating to the objectives of this Agreement and, unless otherwise approved by all members of the JPC, all obligations assumed thereunder shall be the sole obligations of the Party obtaining such monies or resources, and not the obligation of any other Party to this Agreement or of the JPC.
The JPC may request the Parties to this Agreement to contribute funds; provided, however, that any such contribution shall be on an equal basis as among the Parties unless such request by unanimous vote of all the Members of the JPC provides otherwise. Such funds may not be assessed or collected unless the governing body of each Party to this Agreement consents thereto.
Any fund balance, revenue, land sale proceeds, rents, profits or issues derived by, or on behalf of, the JPC other than grants, donations and "in kind" contributions from the Parties to this Agreement and which are not required to implement and carry out the purposes of this Agreement, shall be shared and distributed equally to the Parties of this Agreement unless otherwise as directed by unanimous vote of all the Members of the JPC (such vote must also include Members representing all Parties).
9 EXHIBIT E
MARCH LIFECARE CAMPUS
DISPOSITION AND DEVELOPMENT AGREEMENT
between
MARCH JOINT POWERS REDEVELOPMENT AGENCY
a California public agency,
and
MARCH HEALTHCARE DEVELOPMENT, LLC
a California, limited liability company
DOCSOC/1 357700v251200 150-0000
indemnify, hold harmless and defend the Agency from any claim made against the Agency arising from a claimed relationship of partnership or joint venture between the Agency and the Developer with respect to the development, operation, maintenance or management of the Property or the Project.
ARTICLE 11. GENERAL PROVISIONS
Section 11.01. Incorporation of Recitals and Introductory Para2raph. The Recitals contained in this Agreement, and the introductory paragraph preceding the Recitals, are hereby incorporated into this Agreement as if fully set forth herein.
Section 11.02. Status of the Parties. Nothing in this Agreement shall be construed to make the Agency and the Developer joint venturers or partners or to create any relationship of principal and agent, but rather the relationship of the Parties shall be that of buyer and seller. Neither party shall have the authority to commit or bind the other Party without such Party’s prior written consent.
Section 11.03. Successors and Assigns. This Agreement shall apply to, bind and inure to the benefit of successors-in-interest of the Parties hereto, including their legal representatives, the Agency’s constituent members and its successors-in-office, and the Developer’s successors-in- interest or assigns whether they succeed by operation of law or voluntary acts of either or both of the Parties. This Agreement may be assigned, in whole or in part, by the Developer, in accordance with Article 10 above.
Section 11.04. Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual written consent of the Parties.
Section 11.05. Other Necessary Acts. The Parties, at any time after the execution of this Agreements, will execute, acknowledge and deliver any further assignments, conveyances and other assurances, documents, estoppels and instruments reasonably requested by the other Party for the purpose of performing the obligations created hereunder. Unless otherwise required by law or this Agreement, all approvals by the Agency shall be administrative approvals. A Party’s representative in any matter related to this Agreement shall have appropriate background, experience, and knowledge about the Property and shall be available on a timely basis to consult with the other Party’s representative and to facilitate decisions and the resolution of disputes. Except as expressly provided elsewhere in this Agreement, any Party’s approval that has not been denied within one hundred eighty (180) days after written request therefore shall be deemed given. The Executive Director shall have the discretion to permit extensions of time for the Developer’sperformance under this Agreement and the Schedule of Performance each of which extensions may be for a period of up to ninety (90) days in the aggregate without governing board approval.
Section 11.06. Construction. Each reference in this Agreement to this Agreement shall be deemed to refer to this Agreement, as it may be amended from time to time, whether or not the particular reference refers to such possible amendment. Each Party has had an adequate opportunity to obtain such advice with respect to the terms of this Agreement, and matters related to the foregoing, from such financial, legal and other advisors as such Party has determined to consult. 38 DOCSOC/1 357700v25/2001 50-0000