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C07-19 Oak Valley Parkway Street Improvement Agreement Ryland, Pardee, Suncal Oak Valley . Minutes Beaumont City Council Beaumont Redevelopment Agency 11111 Beaumont Financing Authority Beaumont Utility Authority 550 E. 6th Street, Beaumont, California City Council Workshop(4:00 p.m.) Closed Session (5:00 p.m.) Regular Session (6:00 p.m.) Tuesday,August 21, 2007 WORKSHOP SESSION Workshop began at 4:00 p.m. Place: Civic Center, Room 5 Roll Call: Mayor Fox, Mayor Pro Tem DeForge, Council Member Berg, Council Member Dressel, Council Member Kiltough were present Items included in the workshop session are for discussion purposes only. No action by the city council Is taken at this time. This portion of the agenda is to give input and receive clarification for Items on the scheduled agenda or for future ague's, CLOSED SESSION No action taken Closed Session began at 5:00 p.m. Place: Civic Center Conference Room Roll Call: Mayor Fox, Mayor Pro Tem DeForge, Council Member Berg, Council Member Dresses, Council Member Killough were present a. Pursuant to Government Code Section 54957.6,Conference with Labor Negotiator—City Negotiator as Personnel Director Alan Kapanicas Employee Organizations b. Pursuant to Government Code Section 54956.8 Conference with Real Property Negotiator Property Generally Located at 1. Government Code Section 54956.8—41'Street&Beaumont Avenue c. Pursuant to Government Code Section 54956.9(a)-Anticipated Litigation— Conference with Legal Counsel—Existing Utigation(Govemmeflt Code 54956.9) 1. Outdoor Media Group, Inc. vs. City of Beaumont—Case No. ED CV 03- 01461 RT SGLx 2. Peters vs. City—Case No. RIC 467388 REGULAR SESSION Regular Session began at 6:00 p.m. Place:Civic Center,Room 5 Roll Call: Mayor Fox, Mayor Pro Tem DeForge, Council Member Berg, Council Member Dresses, Council Member K1$ough were present. Invocation: Mayor Pro Tern DeForge Pledge of Allegiance: Mayor Pro Tem DeForge Presentation: Introduction of Autrey & Adjustments to Agenda: item 3.k has a correction-to show the bid amount as$234,894. Item 3.n has a correction to show the total cost as $2,548,048.25. ORAL AND WRITTEN COMMUNICATIONS: Anyone wishing to address the City Council on any matter not on the agenda of this meeting may do so now. The oral communications portion of the agenda is to hear public comments. If any question or concern arises related to any issues not on the agenda, It will be referred to staff for appropriate response. Anyone wishing to speak on an item on the agenda may do so at the time the Council considers that Item. All persons)wishing to speak must fill out a "Request to Speak Form" and give it to the City Clerk at the beginning of the meeting. The forms are available on the table at the back of the room. There is a three (3) minute lin*on public comments. There will be no sharing or passing of time to another person. Report on Oral and Written Communications(City Manager) Ruth Jennings—Beaumont Women's Club Judy Bingham—ULC Nancy Hall-ULC 1. COUNCIL REPORTS b) Mayor Fox MPro Tern DeForge c) Council Member Berg d) Council Member Dressel e) Council Member Killough 2. CITY MANAGER REPORTS a. Community Information Update 1) Update on Federal Funding for a Postal Facility b. Sales Tax Update c. Local Project Update d. What's That and Rumor Control 3. CONSENT CALENDAR a. Approval of all Ordinances and Resolutions to be read by title only and publish by . summary. b. Approval of the Minutes of the City Council Meeting July 17, 2007. c. Approval of the Warrant List for August 21,2007. d. Adoption of Ordinance No.915 at its second reading—Ordinance of the City Council of the City of Beaumont.Authorizing the Levy of a Services Special Tax and a Special Tax within Improvement Area No. 8D of Community Facilities District No. 93-1. e. Denial of Claim—Lisa Kraintz f. Adoption of Ordinance No.919 at its second reading—An Ordinance of the City Council of the City of Beaumont,California adang Chapter 5.84 to the Beaumont Municipal Code Entitled`Commercial Peddlers,Solicitors and Itinerant Merchants. g. Approval of the Purchase of an Animal Care Vehicle. h. Approval of Final Parcel Map No. 34880 located at the southwest corner of Oak Valley Parkway and future Potrero Blvd.—SunCal Heartland LLC i. Approval of Final Map and Subdivision Agreement for Parcel Map No. 34879 located at the Northeast corner of Oak Valley Parkway and Golf Club Drive— Panattoni Development j. Approval of Sewer Connection for Beaumont-Cherry Valley Water District Office Expak. Approval of Plans and Specifications for the Lighting at the Athletic Fields for the Sports Park and Stewart Park and award the contract to the lowest responsible bidder. I. Approval of the rejection of proposals for Water Quality Basin RFP and authorize staff to amend the request for proposals and re-advertise for proposals. m. Approval of Improvement Agreement for Plot Plan 06-PP-15(Marathon Land& Cattle)located on Third Street,East of Maple Avenue(APN 418-230-020) Authorize Pennsylvania Avenue Rehabilitation and Other Street Repairs. o. Approve Plans and Specifications and Bid Documents relative to full width Improvements of Oak Valley Parkway,west of the 1-10 Freeway. Recommendation: Approval of the Consent Calendar as presented. Mayor Pro Tern DeForge recused himself from the dais, as he had personal interest on item 1.j. Motion by Council Member Killough, Seconded by Council Member Dresset to approve the Consent Calendar with the corrections on the dotter amounts for Items 3k and 3n as stated in the Adjustments to the Agenda. Vote:4/0 3 4. ACTION ITEMS/PUBLIC HEARING/REQUESTS a. Sunny-Cal Specific Plan,Annexation and Associated Applications; North Brookside Community Plan Recommendation: Adopt Resolution Nos. 200744,200745, 2007-46 2007-47 2007- 48and approve the first reading of Ordinance Nos. 917 and 918 as presented: 1) Resolution No.2007-44-A Resolution of the City Council of the City of Beaumont California,Certifying the Final Environmental Impact Report Prepared for the Sunny Cal Project, Including the SunnyCal Specific Plan,General Plan Amendment,Annexation, Pre-Zoning and Zoning, Sphere of Influence Amendment and Development Agreement Adopting Environmental Findings Pursuant to the California Environmental Quality Act and Adopting a Statement of Overriding Considerations and a Mitigation Monitoring and Reporting Program 2) Resolution No. 2007-45--A Resolution of the City Council of the City of Beaumont, California,Amending the Beaumont Comprehensive General Plan Land Use Element Land Use Map(Sunny-Cal Specific Plan and Sphere of Influence Extension)(05-GPA-01). 3) Resolution No. 2007-46-A Resolution of the City Council of the City of Beaumont, California,Adopting Specific Plan No. 05-01 (Sunny-Cal Specific Plan) 4) Resolution No. 2007-47-A Resolution of the City Council of the City of Beaumont,California, Requested the Local Agency Formation Commission to Initiate Proceedings for an amendment of the City's Sphere of Influence, Annexation of Uninhabitable Territory to the City of Beaumont,Annexation of said Territory to the Beaumont Cherry Valley Water District,and Concurrent Detachment from the Riverside County Waste Management Resources District Pursuant to the Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000 5) Ordinance No. 917-An Uncodified Ordinance of the City Council of the City of Beaumont,California,Adopting a Zone Change to Pre-Zone 205 Acres of Land from County of Riverside R-A(Residential Agriculture)to City of Beaumont SP-A (Specific Plan Area)(Annexation No. 05-ANX-01,Sunny-Cal Specific Plan). 6) Ordinance No. 918-An Uncodified Ordinance of the City Council of the City of Beaumont,California,Adopting the Development Agreement between the City of Beaumont and Sunny-Cal Egg and Poultry Company, Inc./Manheim, Manheim& Berman, in Connection with the Sunny-Cal Specific Plan(Pursuant to Government Code Sections 65864-65869.5) Staff Report was given by Ernest Egger, Director of Planning, a copy of which is on file. Motion by Council Member DeForge, Seconded by Council Member Kitlough to adopt Resolution No. 2007-44 as presented. Vote: 5/0 Motion by Council Member Killough,Seconded by Council Member Dressel to adopt Resolution No. 2007-45 as presented. Vote: 5/0 Motion by Council Member Berg, Seconded by Council Member DeForge to adopt Resolution No.2007-46 as presented. Vote: 5/0 Motion by Council Member Dressel, Seconded by Council Member Berg to adopt resolution No.2007-47 as presented. Vote: 5/0 Motion by Council Member Kiilough,Seconded by Council Member Dressel to approve the first reading of Ordinance No.917 as presented. Vote: 5-0 Motion by Council Member Berg, Seconded by Council Member DeForge to approve the first reading of Ordinance No. 918 a presented. Vote: 5/0 b. Update of the Beaumont Zoning Ordinance Ordinance No.920-"An Ordinance of the City Council of the City of Beaumont,California Amending Title 17 of the Beaumont Municipal Code, Zoning Ordinance, and Amending the Official Zoning Map" Recommendation: 1)Review the proposed Zoning Ordinance Update,and provide staff with input; 2)Conduct a Public Hearing; 3)Approve the 1"reading of Ordinance No. 920. Staff report was given by Ernest Egger, Director of Planning, a copy of which is on file. Open Public Hearing 8:56 p.m. No Speakers Closed Public Hearing 6:56 p.m. Motion by Council Member Berg, Seconded by Council Member Dressel to approve the first reading of the Zoning Ordinance Update with the addition of the Planning Commissions recommendations. Vote: 5/0 c. Plot Plan No.07-PP-02 and Tentative Tract Map No.35440, Located at 1343 E. Eighth Street Applicant James Liang Recommendation: Hold a Public Hearing and Approve Tentative Tract Map No. 35440 and Adopt Negative Declaration No.07-ND-05 for a period of two years, based on the findings and subject to the conditions of approval. Council Member Berg recused himself from the dais as he owns property with the vicinity of the project. Staff Report was given by Ernest Egger, Director of Planning, a copy of which is on file. Open Public Hearing 7:10 p.m. No Speakers Closed Public Hearing 7:10 p.m. Motion by Council Member DeForge, Seconded by Council Member Kipugta Approve Tentative Tract Map No. 35440 and adopt Negative Declaration No. 07 I oD-05 for a period of two year based on the findings and subject to the conditions of approval. Vote: 4/0 Council Member Berg returned to the meeting. d. Tentative Tract Map No.35574 and 35575 proposed division of a total of 470 acre property into 18 lots located west of Highland Springs Avenue,South of Brookside,and North of the Edison Easement in Sundance.Applicant Pardee Homes Recommendation: 1)Hold a Public Hearing; 2)Approve Tentative Tract Map No. 35574 for a period of two years based on the findings and subject to the conditions of approval; 3)Approve Tentative Tract Map No. 35575 for a period of two years based on the findings and subject to the conditions of approval;4) Approve Final Map Nos. 35574 and 35575 subject to the conformance with all conditions of approval as approved by the Public Works Director based on the findings that the map conforms to the approved tentative parcel map and is consistent with the Subdivision Map Act and the Beaumont Municipal Code. Staff Report was given by Ernest Egger, Director of Planning, a copy of which is on file. Greg Holman—Developer Open Public Hearing 7:21 p.m. No Speakers Closed Public Hearing 7:21 p.m. Motion by Council Member Berg, Seconded by Council Member e. Desert Lawn Drive Road Closure between Birdie Drive and Champions Drive from August 27,2007 to October 5, 2007. Recommendation:Approval of the Street Closure. Staff report was given by Alan Kapanicas, City Manager. Motion by Council Member DeForge, Seconded by Council Member Dressel to approve the street closure as recommended by staff. Vote: 5/0 f. Resolution 2007-48—A Resolution of the City Council of the City of Beaumont Establishing Rates, Fees and Charges for Residential and Commercial/industrial Refuse Collection and Recycling • Recommendation: Hold a Public Hearing and Adopt Resolution No. 2007-48 as presented. Staff Report was given by Alan Kapanicas, City Manager. . : S Open Public Hearing 7:28 p.m. No Speakers Closed Public Hearing 7:28 p.m. Motion by Council Member DeForge, Seconded by Council Member Killough to adopt Resolution No. 2007-48 as presented. Vote: 5/0 Adjoin'* t of the City Council Meeting at 7:30 p.m. • •41 - , Ily •� ni City Ma Any Person with a disability who requires accommodations In order to participate in this meeting should telephone Shelby Hanvey at 951-789-8520 ext. 323, at least 48 hours prior to the meeting In order to make a request for a disability-related modification or accommodation 1 �77 1 k BEA�'�► City of Beaumont ,,t, F. ('rh Street —r -' � BFdlllllollr. (A 92223. . ., .,...,. (05/) T q-S5 () ALIFoWV. FAX(')51) 7b9-8526 •NOV.1S,• ci.heclunWont.cti.us It it it c i.hcarnnont.ca.us November 5, 2007 Kevin Hughes ULC 43517 Ridge Park Drive Suite 200 Temecula, CA 92590 RE: Street Improvement Agreement Oak Valley Parkway Dear Mr. Hughes: Enclosed please find three(3) original copies, of the four(4) delivered by you, of the above referenced agreement that have been executed by the City of Beaumont. I have added the original signature pages for Ryland Homes to three (3) of the original documents. I have retained one (1) fully executed copy for the City of Beaumont files. You will still need to obtain another original signature from Ryland Homes, as you only provided me with three (3), or send them the one that is not signed by them for their files. They can then sign it and retain it for their files. Obviously, your choice. If you have any questions, do not hesitate to ask. Sincerely, (AA attA Shelby Hanvey Deputy City C1 t. • STREET IMPROVEMENT AGREEMENT (Oak Valley Parkway) THIS STREET IMPROVEMENT AGREEMENT (`'Agreement') is entered into to be effective as of August 27, 2007 by and among the City of Beaumont (the "City"), Ryland Homes ("Ryland"), Pardee Homes ("Pardee"), and LB/L SunCal Oak Valley LLC ("SunCal"). Pardee, Ryland and SunCal are sometimes referred to herein collectively as the "Developers." The City, Pardee, Ryland and SunCal are sometimes referred to herein collectively as the "Parties." The Parties are entering into this Agreement with reference to the following facts: RECITALS A. Pardee, Ryland and SunCal are the owners and developers of property located in the City shown on Exhibit "A" attached and made a part of this Agreement (individually, a "Property" and collectively, the"Properties"). B. The Properties are contiguous. C. The parties wish to cooperate in the construction of a roadway, known as Oak Valley Parkway, which abuts the Properties running northwesterly from (approximately) Desert Lawn Drive to the Beaumont/Calimesa boundary line ("Oak Valley Parkway"). D. As a condition of Developers' entitlements for development of their respective Properties, the City is requiring certain improvements to Oak Valley Parkway in accordance with the City's General Plan. E. The Parties have agreed that the City will prepare, assemble and manage the bidding process, and administer the contract and pay the contractor for work completed with respect to the improvements to Oak Valley Parkway. The Parties have further agreed that each Developer will pay its fair share of the costs for the Oak Valley Parkway Improvements ("Oak Valley Parkway Improvements"). Such shares will be calculated based upon the required street improvements on the proportion of each Property's frontage length and level of improvements that borders Oak Valley Parkway as set forth on the Improvement Plans. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and the Developers hereby agree as follows: 1. "Improvement" or "Improvements" shall mean all improvements to be made to Oak Valley Parkway, including the widening and realignment of Oak Valley Parkway for vehicular and pedestrian traffic and related improvements all as described on the "Improvement Plans" as defined below. As currently contemplated, Oak Valley Parkway will be widened (a) from Desert Lawn through the future Potrero Boulevard to provide 6 lanes of divided vehicular traffic, (b) from future Potrero to future Cherry Valley Boulevard to provide 4 lanes of divided vehicular traffic, and (c) from future J Street/Cherry Valley Boulevard to the Beaumont/Calimesa boundary to provide 2 lanes divided at all intersections. A Class II bike lane will also be provided along the entire length of the Improvements. FINAL 822/07 10100.6 H&O:#38193 v3 -I- • t 2. RBF and Associates, civil engineers under contract with Ryland and Pardee, has completed and the City has approved the engineering plans for the Improvements that border the Properties owned by Ryland and Pardee, which Improvements extend northwesterly from (approximately) Desert Lawn Drive to the PGA Maintenance Facility ("RFB Plans"). Stantec, civil engineers under contract with SunCal, has completed and the City has approved the engineering plans for the Improvements that border the Property owned by SunCal and SCPGA, which Improvements extend westerly from the PGA Maintenance Facility to the Beaumont/Calimesa boundary ("Stantec Plans"). The RBF Plans and Stantec Plans and all amendments thereto reasonably approved by the Developers and City are collectively referred to as the "Improvement Plans." 3. The Parties agree that the City will utilize the RBF Plans and the Stantec Plans to prepare and assemble the bidding for the construction of the Improvements. The City will utilize a bid schedule that incorporates the bid schedules attached and made a part of this Agreement as Schedule A, Schedule B and Schedule C. Schedule A sets forth Ryland's estimated share of costs for the Improvements (based on frontage). Schedule B sets forth Pardee's estimated share of costs for the Improvements (based on frontage). Schedule C sets forth SunCal's estimated share of costs for the Improvements (based on frontage). The City will award the contract for the Oak Valley Parkway Improvements to the lowest responsible bidder and enter into a contract for the performance thereof as determined by the City Council ("Contract"); provided that the Contract, including without limitation insurance requirements thereof shall have been approved by the Developers. Unless agreed to in writing by the Developers, the Developers shall not be obligated to share in any Improvement expenses or costs of any kind above those specified in the Contract. Any and all change orders or other items that will increase a Developers' share of costs as set forth on the attached Schedules A, B and C, other than change orders resulting from discoveries in the field, errors in the Improvement Plans or changes otherwise required to allow the completion of the Improvements in accordance with the Plans (provided that the City shall provide the Developers with written notice of such change order) shall be approved by the Developers as to those portions of the Improvements that relate to their applicable portions of the Properties and each Developer shall be responsible for its share of the costs of such change order in accordance with Section 4 below. The City will administer the construction contract, including payment of all fees and obtaining and maintaining all required insurance. Upon completion of the Improvements which would have otherwise been the obligation of a Developer under conditions to approval issued in connection with the approved tentative subdivision map(s) for such Developers' Property, all such conditions requiring (a) the Developers to complete such Improvements and (b) the conditioning of the issuance by the City of building permits and/or certificates of occupancy for such Developers' Property on completion or opening of use of such Improvements shall be deemed to have been satisfied. 4. Developers shall pay to the City its respective share of costs as follows: (a) The City shall contribute its available funding, if any, from the City's Comprehensive Public Facilities Financing Program, including from the City's joint participation in the Western Riverside's Council of Government's ("WRCOG) Transportation Uniform Mitigation Fee program ("TUMF"). The amount of such funds available shall be allocated from the total eligible TUMF funds as shown on TUMF Nexus Value (see Schedule D). The amount of TUMF Nexus Value available to each Developer was determined according to the actual proportion of the frontage of each Developer's Property. The TUMF Nexus Value assigned to FINAL 8,22 07, 10100.6 H&O 433193 v3 -2- each Development is detailed in Schedule D, attached, and made a part of this Agreement. Schedule D has been adjusted to account for the fact that each development pay its TUMF obligation for Oak Valley Parkway prior to the July 2006 rate change. For example, a TUMF rate of $7,248/unit would apply, rather then the current $10,046`unit rate. As a result, each Developer will receive the lower Nexus Value then in effect correlating to a total segment value of $4,729,000). A 1,760 foot extension was recently approved by WRCOG to increase the eligible length of TUMF street improvements from ''J" Street/Central Overland to Cherry Valley Blvd. This administrative adjustment to the length of Oak Valley Parkway translated into a $743,533 increase in TUMF Assignment for the SunCal segment and increased the overall TUMF Assignment to $5,472,533. A breakdown of the Oak Valley Parkway TUMF Assignments are shown on Schedule E. (b) Each Developer shall participate in building the proposed bike lane facilities for Oak Valley Parkway via the use of the Transportation Enhancement Grant secured by the City. The amount of such funds available to each Developer shall be determined according to the completion of Improvements that qualify for Grant funds. An estimate of Grant funds available to each Developer is set forth on Schedule F attached and made a part of this Agreement. (c) The City shall contribute its available funding, if any from bond proceeds are available from any applicable Community Facilities District ("CFD") in accordance with Fee Credit Agreements. The amount of such funds available shall be determined according to the mutual agreement between the City and each Developer as set forth in the Fee Credit Agreement. An estimate of CFD funds available to each Developer is set forth on Schedule G attached and made a part of this Agreement. (d) Each Developer shall be responsible for providing all remaining funds required to satisfy its payment obligations for its share of the costs for the Improvements. This shall be accomplished by each Developer depositing one half of the total amount of projected "Developer Contribution" prior to the start of construction (refer to Sub-Section 5 below). A second payment is due at the beginning of Phase II construction (south side '/ width improvements) and is tentatively slated for May 2008. To ensure that the second payment is received on time, the City requires each Developer to post a Performance Bond to cover the Developer's second installment responsibility as it relates to Non-TUMF facility construction. Alternatively, each Developer has the option, at their sole discretion, to payoff its Developer Contribution at the start of construction. If the total projected Developer Contribution is paid in full via the 1st Installment, the Developer will not be required to post a Performance Bond for Phase II construction. Moreover, the second payment requirement may be satisfied in part or in full, by perfecting "other" TUMF improvement credits along Oak Valley Parkway relating to TUMF eligible site preparation work and necessary utility relocation(s) done by the Developer prior to and outside of the scope of this construction contract. In no case shall the total amount of TUMF eligible refund and/or credit exceed the City's TUMF Assignment for any particular Developer sub-segment. This amount is outlined in Schedule D. 5. Within fifteen (15) days following the City's selection of a construction contractor, each Developer shall pay to the City one-half of its total share of Developer Contribution (as called-out in Schedules A, B & C). Alternatively, each Developer has the option, at their sole discretion, to payoff all its Developer Contribution at the start of FINAL 8;22107 10100.6 1-1&O:#38193 v3 -3- construction, thereby eliminating the requirement to post a Performance Bond covering Phase II constriction. Such funds paid by Developers shall be held by City in an interest hearing account, with such interest to be for the benefit of the Developers. 6. When the construction of the Improvements have been completed, the City will compare Schedules A, B and C (attached hereto and made a part hereof) to the actual cost of construction of the Improvements. If the actual cost is less than the estimated con cost set forth in Schedules A, B and C, the City shall refund the difference to the Developers or Developer, as the case may be. If the actual cost is greater than the estimated construction cost set forth in Schedules A, B and C, the City shall invoice the Developers for the additional cost to be paid by the Developers or Developer, as the case may be for each Developer's respective segment. (a) The City shall make any refund to the Developers within thirty (30) days of its determination of actual construction costs and Developers shall pay any invoice for additional costs within thirty(30) days of receipt of the invoice. (b) No interest shall be due or payable on any refund or additional cost. (c) For purposes of this Agreement, the actual cost of construction of the Improvements shall be the cost of the construction and change orders. Actual cost shall not include any mark-up by the City or any overhead of the City. (d) The City shall attempt to make the true-up (as described above) of the estimated versus actual construction costs as soon after the City receives the invoices from its contractor as reasonably possible. Nevertheless, the City shall have the right to invoice each Developer for any additional amount due for up to one (1) year after completion of the construction of the Improvements. 7. The Developers shall grant to the City temporary licenses (the "Developers' Construction Licenses") over the Properties, as applicable, to enable the City and its contractors to perform construction of the Improvements which Developer Construction Licenses will be in a form reasonably acceptable to the City and Developers. 8. Subject to delays caused by inclement weather, labor and material shortages and other circumstances beyond the reasonably control of the City, the City shall commence substantial construction of the Improvements no later than October 1, 2007; shall thereafter diligently and continuously purse completion of the Improvements and complete the Improvements no later than August 1, 2008, all in accordance with Agreement. If the City does not comply with the foregoing schedule or requirements the following shall apply: One or more Developers may, at its or their discretion, by written notice to the City, assume responsibility for completion of the Improvements. If one or more Developers assume(s) responsibility for completion of Improvements, the City shall fully cooperate with the Developer(s), including without limitation (a) the assignment of all construction and consultant contracts related to the Improvements; provided that such assignment shall be non exclusive in that the City shall retain all rights under all representations, warranties, assurances and indemnities under such contracts; (b) the granting of access rights over any property owned by the City needed to complete same and (c) cooperating with the Developers to insure that all of the funds described in Section 4 above to pay the costs of the Improvements and made available and applied to pay for same. FINAL 8/22/07 10100.6 H&O:#38193 v3 -4- The assumption of responsibility for completion of the Improvements by one or more of the Developers shall not alter the manner in which the cost of such Improvements is allocated among the Developers under this Agreement or otherwise; provided however that if one or more Developers does not participate in such assumption then the following shall apply: In addition to the non participating Developers' obligations under this Agreement respecting its share of the cost of the Improvements, within fifteen (15) days following completion of the Improvements, such non participating Developer(s) shall pay to participating Developer(s) an amount equal to five percent (5%) of the non participating Developers' share of the cost of the Improvements under this Agreement incurred after the assumption of completion responsibilities by the participating Developer(s) (whether paid by the non participating Developer(s) or from public funds or otherwise) as reimbursement to the participating Developer(s) for completion of the Improvements. Interest shall accrue and be payable on any such amount not paid by the non participating Developers at the maximum rate allowed by law from the date due until paid. Any such payments shall be shared equally by the participating Developers. The foregoing provisions regarding reimbursement of the participating Developers by the non-participating Developers are enforceable only as between the Developers and do not create any obligations with respect to the City. 9. The Parties acknowledge that the contractors and subcontractors responsible for the construction and installation of the Improvements shall pay prevailing wages and shall comply with the requirements of the Prevailing Wage Laws (California Labor Code Section 1720, et seq.). 10. All notices required or provided under this Agreement shall be in writing and delivered in person or deposited in the United States mail, postage prepaid, or sent by telecopy (with confirmation) and addressed as follows: If to Pardee: Pardee Homes, Inc. 1385 Old Temescal Road Corona, CA 92881 Attn: Michael Taylor Fax: (951) 739-0484 with a copy to: Pardee Homes, Inc. 1385 Old Temescal Road Corona, CA 92881 Attn: Mike Bastain Fax: (951) 739-0484 FINAL 8/22'07 10100.6 H&O:838193 v3 -5- • • If to Ryland: Ryland Homes Southern California Division 1250 Corona Pointe Court, Suite 100 Corona, CA 92879 Attn: John Gabbard and Scott Wilkinson Fax: (951) 300-5296 Ryland Homes 6300 Canoga Avenue Woodland Hills, CA 91356 Attn: Mitchell M. Chupack, Esq Fax: (818) 251-4163 with a copy to: Dzida, Carey & Steinman 3 Park Plaza, Suite 750 Irvine, CA 92614 Attn: Jay R. Steinman, Esq. Fax: (949) 399-0361 If to SunCal: LB/L SunCal Oak Valley LLC c/o SunCal Companies 1250 Corona Pointe Cow, Suite 210 Corona, CA 92879 Attn: Mike Turner Fax: (951) 271-3800 with a copy to: SunCal Companies 2392 Morse Avenue Irvine, CA 92614 Attn: Bruce Cook Fax: (949) 777-4000 If to The City: City of Beaumont 550 East Sixth Street Beaumont, California 92223 Attn: City Manager Fax: (951) 769-8526 Notices sent by courier or by fax shall be deemed received on the date delivered. Notices sent by first class U.S. mail shall be deemed received three days after deposit in the US. mail. Failure to deliver a copy of a notice as shown above shall not invalidate any notice properly given to the Party itself. The Parties may change notice of address in accordance with these provisions. 11. This Agreement shall inure to the benefit of the Developers and the City. No Developer may assign its interest in this agreement without the prior written consent of the City. FINAL h;22,07 10100.6 H&O:i;38193 v3 -6- • 12. If legal action is brought by any of the Developers or the City against the other for breach of this Agreement, or to compel performance under this Agreement, the prevailing party shall be entitled to atraward of reasonable attorneys' fees and costs. 13. The Developers and the City covenant to take such reasonable actions end execute all documents that may be necessary to achieve the purposes and objectives of this Agreement. 14. No Party shall be liable for consequential, indirect, incidental, special or punitive damages or for damages for delay. 15. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. [REST OF PAGE INTENTIONALLY LEFT BLANK] FINAL. 8;22,07 10100.6 li&O:#38193 v3 -7- IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized representatives as of the date first above written. "CITY" THE CITY OF BE MON P • ■• _ -' 'sal corporation of the S s to f 11=11W- By: ( _ -- By: ' T _ �o , Mayo' ATTEST: ,:' By: ./vat �1.I �., City Clerk I "PARDEE" PARDEE HOMES, a California orporation By: Name: �l: a.-�I •� Title: tJ c. er�s,ti 4 "RYLAND" RYLAND HOMES, a California corporation By: Name: Title: "SUNCAL" LB/L SUNCAL OAK VALLEY LLC, a Delaware limited liability company By: LBREP Lakeside Oak Valley LLC, a Delaware limited liability company Its: Managing -mber By: / rows Authorized Signatory By: SCC/Oak Valley, LLC, a Delaware limited liability company, Its: Member By: FINAL 8/22/07 10100.6 H&O:#38193 v3 -8- IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized representatives as of the date first above written. "CITY" THE CITY OF BEA ON , a mud, pal corporation of the S .t- of" al' . i. By: rLA Je Fo , Mayo/ ATTEST By: ' City Clerk V i 4 "PARDEE" PARDEE HOMES, a California corporation By: Name: Title: "RYLAND" RYLAN D -O rIP /A r' .)� .8 Y: w .41. ation v B � Name: rnr1[ ..ir -�''z- _... Title: AMP.f16J•" "SUNCAL" LB/L SUNCAL OAK VALLEY LLC, a Delaware limited liability company By: LBREP Lakeside Oak Valley LLC, a Delaware limited liability company Its: Managing Member By: Authorized Signatory By: SCC/Oak Valley, LLC, a Delaware limited liability company, Its: Member By: FINAL 8/22/07 10100.6 H&O:#38193 v3 -8- EXHIBIT A 42 f lel 4 Mo Z '. 5. 4a �... � d ZZ Prl Q A <_ Hao C4 0 t 0 0 0 a w C.4 a E71 `w � ;� w 04 w 1. 4 A c) o a.. x (/) �, • a AilitA 1/417,f—a, 41►� EXHIBIT A FINAL 8/22/07 10100.6 H&O:#38193 v3 Exhibit A-1 SCHEDULE A RYLAND'S SHARE OF COSTS Available TUMF Funds, CFD Contribution, T.E. Grant Funds & Developer Contribution OAK VALLEY PARKWAY CONSTRUCTION FROM I-10 INTERCHANGE TO THE POTRERO BOULEVARD ALIGNMENT Segment Lane Miles Total 2 lane Proposed Estimate Projected Total Builders Of TUMF CFD TE Grant Developer Estimated Improvemt Allocation Contribution Contribution Contribution Cost $1,328,828 RYLAND 0.501 miles ($563,505)* $397,000 ** $72,861 $181,482 *** $1,214,848 $563,505 + $397,000 + $72,861 + $181,482 = $1,214,848 (Total OVP Allotment/Ryland) *Note: The City has assigned up to $1,328,828 in new TUMF facility construction for Ryland to build their portion of Oak Valley Parkway fronting their development. Of this amount, only $563,505 worth of TUMF eligible improvement is associated with this segment's installation (per RBF's cost analysis, July 2007). Thus, Ryland will need to apply for reimbursement from the City for money spent on "other" TUMF eligible site preparation work involved in the roadway realignment and grade separation. To this end, the City needs to acquire these improvements from Ryland via the reimbursement process. Consequently, Ryland will provide the City with all the relative expenditure documentation (pursuant to the TUMF Credit Agreement with the City of Beaumont - Exhibit "E" / "Documentation to be provided to City by Developer for Determination of Construction Costs') associated with site preparation (such as grading and gas line relocation work). Once records are produced to verify segment cost, the City will inspect these records to verify their eligible under the TUMF program. Ryland can apply for reimbursement to the maximum extent of assigned segment value (not to exceed $1,328,828 in total allotment). Any remaining balance in TUMF allocation not utilized for facility construction along Oak Valley Parkway will automatically "rollover" to engineering work underway for designing the future Oak Valley Parkway/I-10 Interchange replacement facility. **Note: This amount represents the total TUMF reimbursement for Ryland's improvement of Desert Lawn Drive (a TUMF Facility) and will be paid back through CFD 93-1 for non-TUMF lane improvements of Oak Valley Parkway (subject to the Acquisition Process with the City). ***Note: the TUMF program only covers two lanes of facility construction. The "other" four lanes of Oak Valley Parkway construction will need to be financed using the above $397,000 Desert Lawn Drive Credit (subject to receipt of proper costing documentation to the City verifying the same) and a Developer Contribution of $181,482. Thus, an available balance of $578,482 can be used to build Non-TUMF improvements. FINAL 8/22/07 10100.6 H&O:#38193 v3 Schedule A-1 SCHEDULE B PARDEE'S SHARE OF COSTS Available TUMF Funds, CFD Contribution, T.E. Grant Funds & Developer Contribution OAK VALLEY PARKWAY CONSTRUCTION FROM POTRERO BLVD TO THE SEWER LIFT STATION/ GOLF COURSE MAINTENANCE YARD LOCATION Segment Lane Miles Total 2 lane Proposed Estimate Projected Total Builders Of TUMF CFD TE Grant Developer Estimated Improvemt Allocation Contribution Contribution Contribution Cost PARDEE 1.066 miles $2,377,884* None $155,029 $590,432** $2,640,246 ($1,894,785) $1,894,785 + $0 + $155,029 + $590,432 = $2,640,246 (Total OVP Allotment/Pardee) *Note: The City has assigned up to $2,377,884 in new TUMF facility construction for Pardee to build their portion of Oak Valley Parkway fronting their development. Of this amount, only $1,894,785 worth of TUMF eligible improvement is associated with this segment's installation (per RBF's cost analysis). Thus, Pardee will need to apply for reimbursement from the City for money spent on "other" TUMF eligible site preparation work involved in the road realignment, culvert work and grade separation. To this end, the City needs to acquire these improvements from Pardee via the reimbursement process. Consequently, Pardee will provide the City with all the relative expenditure documentation (pursuant to the TUMF Credit Agreement with the City of Beaumont - Exhibit "E" / "Documentation to be provided to City by Developer for Determination of Construction Costs") associated with site preparation (such as grading, culvert work and gas line relocation work). Once records are produced to verify segment cost, the City will inspect these records to verify their eligible under the TUMF program. Pardee can apply for reimbursement to the maximum extent of assigned segment value (not to exceed $2,640,246 in total allotment). Any remaining balance in TUMF allocation not utilized for facility construction along Oak Valley Parkway will automatically "rollover" to engineering work underway for designing the future Oak Valley Parkway/I-10 Interchange replacement facility and/or Potrero Blvd bridge and SR60 Interchange. **Note: Since the TUMF program only covers two lanes of new facility construction, the "other" two lanes of Oak Valley Parkway construction will need to be financed through Developer Contribution. The $590,432 Developer Contribution represents the anticipate cost of installing Non-TUMF facilities for the Pardee's frontage on Oak Valley Parkway. SINAL 8'22:07 10100.6 H&o:438193 v3 Schedule B-1 SCHEDULE C SUNCAL'S SHARE OF COSTS Available TUMF Funds, CFD Contribution, T.E. Grant Funds & Developer Contribution OAK VALLEY PARKWAY CONSTRUCTION FROM THE GOLF COURSE MAINTENANCE YARD AREA TO THE BEAUMONT/CALIMESA CITY BOUNDARY Segment Lane Miles Total 2 lane Proposed CFD Estimate Projected Total Builders Of TUMF Contribution TE Grant Developer Estimated Improvemt Allocation Contribution Contribution Cost SUNCAL 2.66 miles $1,680,430 $1,000,000** $386,847 $665,724*** $3,182,080 ($1,129,509)* $1,129,509+ $1,000,000+ $386,847 + $665,724 = $3,182,080 (Total OVP Allotment/SunCal) *Note: The City has assigned up to $1,680,430 in new TUMF facility construction for SunCal to build their portion of Oak Valley Parkway fronting their development. Of this amount, only $1,129,509 worth of TUMF eligible improvement is associated with this segment's installation (per RBF's cost analysis). Thus, SunCal will need to apply for reimbursement from the City for money spent on "other" TUMF eligible site preparation work involved in the road realignment and grade separation work. To this end, the City needs to acquire these improvements from SunCal via the reimbursement process. Consequently, SunCal will provide the City with all the relative expenditure documentation (pursuant to the TUMF Credit Agreement with the City of Beaumont - Exhibit "E" / "Documentation to be 'provided to City by Developer for Determination of Construction Costs") associated with site preparation (such as grading and gas line relocation work). Once records are produced to verify segment cost, the City will inspect these records to verify their eligible under the TUMF program. SunCal can apply for reimbursement to the maximum extent of assigned segment value (not to exceed $ 1,680,430 in total allotment). Said funds can only be used on TUMF eligible improvements on Oak Valley Parkway between the Golf Course Maintenance Yard and Cherry Valley Blvd. **Note: Subject to CFD fund availability (per Bond Series 2006 "A" for IA-19) and can be expand using"other" Bond Series proceeds (if any). ***Note: Since the TUMF program only covers 0.742 linear miles of new facility construction, the "other" two lanes of OVP construction will need to be financed through Developer contributions and/or CFD Proceeds of$2,052,571 (RBF estimates this number to be $2,550,555) to cover the anticipated expense of Non-TUMF facilities for the SunCal's frontage on Oak Valley Parkway. If the Contract award for this segment is higher than $ 2 million, then SunCal will have to pay the difference in actual cost. ****Note: RBF's cost estimate shown this amount to be much higher at $3,680,065 with $1,129,509 (TUMF costs) and $2,550,555 (Non TUMF costs). FINAL 8,22 07 10100.6 II&o:#38193 v3 Schedule C-1 SCHEDULE D Adjusted TUMF Nexus Value by Development OVP(San Timoteo Cyn) PROJECT -Cherry Valley to I-10 %of Road Lane Miles of DEVELOPER NAME (00016) Segment Portion _ Improvement Sun Cal Oak Valley $1,680,430 30.7% 0.844 Tournament 1.066 Pardee Hill $2,377,884 43.5% Ryland Homes Mirasol-Cntrby $1,328,828 24.3% 0.501 Total Assignment $5,387,142 98.4% 2.411 Total Nexus Value $5,472,553 100.0% 2.450 Remainder* $85,411 1.6% 0.039 Note: "Remainder" amount of$85,411 applies to TUMF improvement east of the Ryland Development to be done by the City. FINAL 8122/07 10100.6 H&O:#38 193 v3 Schedule D-1 SCHEDULE E AVAILABLE TUMF FUNDS OAK VALLEY PARKWAY CONSTRUCTION 1-10 TO CHERRY VALLEY BLVD. (TUMF SEGMENT) & CHERRY VALLEY BLVD. TO THE OLD SCHOOL HOUSE (NON-TUMF SEGMENT) Lane Miles Non-TUMF TE Grant of TUMF Fund Contribution Estimated Segment Builders Constructions Allocation **** ***** Cost RYLAND* 0.50 Miles $563,505* $578,482** $72,861 $1,214,848 PARDEE 1.07 Miles $1,894,785* $590,432** $155,029 $2,640,246 SUNCAL 2.66 Miles $1,129,509* $1,665,724** $386,847 $3,182,080 City of Beaumont _ 2.58 Miles _ $0 $0 $346,563 $346,563 TOTALS 6.86 Miles $3,587,799 $3,749,071*** $961,300 $7,449,862 * Note: Based on RBF's projected TUMF eligible facility construction cost. The total TUMF segment assignment for the Ryland Project is $ 563,505 out of a maximum assignment of $1,328,828. In terms of the Pardee development, RBF estimates $1,894,785 in TUMF Construction with a Maximum TUMF assignment of$2,377,884. The SunCal Segment has a TUMF construction cost of $1,129,509 with a maximum TUMF assignment of$1,680,430. ** Note: Ryland will be reimbursed for improvement of Desert Lawn Drive (i.e., $397,000) to be applied to its 6 lane, full width improvement obligation of Oak Valley Parkway fronting the Ryland Project. The remaining balance for non-TUMF facility cost, or $181,482, must come from the Ryland pursuant to this Agreement. Pardee will pay an estimated $590,432 in developer contribution. SunCal will comment another $1,000,000 in CFD proceeds (subject to fund availability by the City) to its Developer Contribution of$665,724 for a new total of$1,665,724 (this figure is likely to go up). *** Note: Estimated Developer Contributions based on Non TUMF costing estimates from developer plans. **** Note: All TUMF credits and reimbursements are subject to proper expense documentation (per WRCOG rules governing TUMF improvements) and are not guarantee by the City without said documentation. ***** Note: TE Grant contribution is subject to the City securing budget funds from the State, and as such, is not guaranteed by the City of Beaumont. The above bike lane allocation for the City will be applied to improvements outside the City boundary to the Old School House location near El Casco Lake. Other bike lane improvement by the City include a small area between Desert Lawn Drive Intersection and the I-10 Freeway on Oak Valley Parkway, r mAL 8,'22;07 10100 6 11&0:#38193 v3 Schedule E-1 • • 41* • SCHEDULE F ESTIMATE OF T.E. GRANT FUNDS Bike Lane Funding / TE Grant Assignment Bike Lane Extension from the Old School House to City Boundary Owner/Developer Grant Portion City of Beaumont $327,220 StNCAL; Pump Station to western City Boundary Owner/Developer Grant Portion SunCal Oak Valley $386,847 PARDEE` Gr p Station to F ylan Property Owner/Developer Grant Portion Pardee Tournament Hills $155,029 RYLAN7- Pardee Property(P©trero,Centerine)to Desert Lawn Dr(Old) Owner/Developer Grant Portion Ryland Homes $72,861 is Bike Lane Extension from Desert Lawn Dr to Noble Creek Park Owner/Developer Grant Portion City of Beaumont $19,343 TOTALS Bike Lane Grant Money Allocation $961,300 $961,300 — 7.5 mile Bike Lanes Site Prep, Paving and Stripping (Class II facility) $220,000 — Noble Creek Park— Parking Lot Improvement & Sidewalks (Phase I) $205,000 —Old School House—Parking Lot/Sidewalk Improvemt & Thematic Fencing* $ 30,000 — Kiosk Design & Installation $1,416,300 —Total Grant Money *Note: the attached improvement estimate fof the Old School House is currently shown as $60,835(Parking Lot/Sidewalk Improvement ONLY)—the City has budgeted up to $205,000 to include new thematic fencing around parking lot/Old School House facility. f INAL 8/2107 10100.6 Hao:#38193 v3 Schedule F-1 • • I% SCHEDULE G ESTIMATE OF CFD FUNDS Ryland $397,000 (Desert Lawn Drive Reimbursement*) Pardee $0 (None) SunCal $1,000,000 (Approximately**) *Note: Pending Public Works Costing Conformation of Desert Lawn Drive. Ryland will need to apply for CFD Credit from the City for money spent on Desert Lawn Drive. To this end, Ryland will provide the City with all the relative expenditure documentation (pursuant to the TUMF Credit Agreement with the City of Beaumont - Exhibit "E" / "Documentation to be provided to City by Developer for Determination of Construction Costs"). Once records are produced to verify segment cost, the City will inspect these records to verify their eligible under the TUMF program. **Note: Pending CFD Funding Conformation of the same. 8/21/07 10100.6 H&O:#38193 v3 Schedule G-1