HomeMy WebLinkAboutDevelopment Agreement (Original)
City of Temecula 43200 Business Park Dr Post Office Box 9033 Temecula CA 92589 9033 Attn City Clerk DOC 2006 0162268 03 07 2006 08 00A Fee NC Page 1 of 52 Recorded in Official Records
County of Riverside Larry IJ Ward Illi iiililllrlIICllilii 1 illilirllilli1iillildlili 111 RECORDING REQUESTED BY AND WHEN RECORDED MAILTO M s U PAGE SIZE DA peaR NOCOR SMF MISC I 7
I v i A RlCOPY LONG REFUND NCHG EXAM lJ 1C1 Exempt from recording fees pursuant to Govt Code Section 27383 Space above for recorder s use FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN
CITY OF TEMECULA AND ASHBY USA LLC RORIPAUGH RANCH SPECIFIC PLAN This First Amendment to Development Agreement is made and entered into as of February 14 2006 by and between the CITY
OF TEMECULA a California municipal corporation City ASHBY USA LLC aCalifornia limited liability company DAVIDSON RORIPAUGH RANCH 122 LLC a California limited liability company TANAMERAJRORIPAUGH
LLC a California limited liability company TANAMERAJRORIPAUGH II LLC a California limited liability company and TRADITIONS AT RORIPAUGH LLC collectively OWNER pursuant to the authority
of Section 65864 through 65869 5 ofthe California Government Code and Article XI Section 2 ofthe California Constitution Pursuant to said authority and in consideration ofthe mutual
covenants set forth in this First Amendment the parties hereto agree as follows 1 Recitals This First Amendment is made with respect to the following purposes and facts which the parties
agree to be true and correct a The Development Agreement between the City of Temecula and 799862 8 2 22 06 I
Ashby USA LLC also known as the Preannexation and Development Agreement was approved by Ordinance ofthe City Council on December 17 2002 and recorded on January 9 2003 as Document No
2003 018567 in the Official Records ofthe County of Riverside Development Agreement b The real property which is subject to the Development Agreement and this First Amendment is generally
known as the Roripaugh Ranch Project and is specifically described in Exhibit A to this First Amendment and incorporated herein as though set forth in full Property c On October 21 2004
the City and the Ashby USA LLC entered into that certain First Operating Memorandum to the Recorded Development Agreement between the City of Temecula and Ashby USA Roripaugh Ranch Project
pursuant to Section 3 55 ofthe Development Agreement First Operating Memorandum The First Operating Memorandum was recorded as Document No 2004 0874441 in the Official Records ofthe
County ofRiverside on November 3 2004 The First Operating Memorandum provides additional funding for the construction ofthe permanent fire station described in Section 4 1 6 which fire
station is necessary to provide fire protection for the Project Accordingly an amendment to the Development Agreement is required in order to increase the number ofhomes that can be
built during construction of the permanent fire station d On September 23 2003 the CITY and Ashby USA LLC entered into that certain Agreement to Defer Completion ofConditions of Approval
Until After Recordation ofFinal Map for Tract No 29353 2 Roripaugh Ranch Specific Plan Deferral Agreement The Deferral Agreement was recorded as Document No 2003 744646 in the Official
Records ofthe County ofRiverside on September 24 2003 Said Deferral Agreement provides for the deferral of certain obligations with respect to the development ofthe Property e Portions
ofthe Property have been sold to merchant builders who have taken their properties subject to the rights and obligations of the Development Agreement The merchant builders are DAVIDSON
RORIPAUGH RANCH 122 LLC aCalifornia limited liability company TANAMERAJRORIPAUGH LLC a California limited liability company TANAMERAJRORIPAUGH II LLC aCalifornia limited liability company
and TRADITIONS AT RORIPAUGH LLC aCalifornia limited liability company Merchant Builders The Merchant Builders have by separate agreement to which the CITY is not aparty designated Ashby
USA LLC as the OWNERS agent to complete the public improvements required by the Development Agreement and the Conditions ofApproval of the Land Use Entitlements for the Project OWNERS
warrant and represent to the City that all persons who have an ownership interest or other interest in the Property have executed it as aparty or have signed the Consent and Subordinantion
attached hereto and further no other persons are required to approve this First Amendment f Section 4 16 ofthe Development Agreement provides that only 107 building permits for residential
units may be issued for Planning Areas lA 2 and 3 799862 8 2 22 06 2 111111I1111111 11111111111111111111 1111111I1111111111111 20QE OlE 226 03 617 2006 fl8 OOA
until the permanent fire station which will serve the Project Fire Station is constructed but that the Fire Chief ofthe City of Temecula may in his sole discretion issue up to 250 total
residential units on Planning Areas lA 2 3 4A and 4B so long as the permanent fire station and the Secondary Access as defined in Attachment 5 are substantially under construction g
The additional funding for the permanent fire station provided in the First Operating Memorandum has enabled the City to accelerate the construction of the permanent fire station The
Temecula Fire Chiefhas now determined that the Fire Department can adequately serve up to 515 units within the Project during the construction ofthe permanent Fire Station provided that
certain conditions imposed by the Development Agreement and Conditions ofApproval for the Project are fulfilled The Fire Chiefhas further determined that no more than 515 units with
the Project be served until such time as the Secondary Access as described in Attachment 5 to the Development Agreement and permanent access to the Fire Station on Murrieta Hot Springs
Road and Butterfield Stage Road have been completed h It is the intent ofthe parties in entering into this First Amendment to the Development Agreement that the limitations on the schedule
for issuance of building permits necessitated by the availability offire protection be modified given the current construction ofthe permanent fire station and fire station access but
that other limitations on the issuance ofbuilding permits necessitated by other impacts remain in place as provided in the Development Agreement and the Conditions ofApproval i The Planning
Commission ofthe City ofT ecula held a duly noticed public hearing on February 1 2006 and by Resolution No PC 06 15 recommended to the City Council that this First Amendment be approved
j On February 14 2006 the City Council ofthe City ofTemecula held aduly noticed public hearing on the proposed Negative Declaration and the proposed First Amendment Ordinance No 06 03
introduced on February 14 2006 and adopted on February 28 2006 approved this First Amendment 2 Section 4 1 6 Fire Service Improvements ofthe Development Agreement is hereby amended to
read as follows 4 16 Fire Service Improvements The following shall satisfy OWNER s obligations regarding this component a Convevance of Land On or before the thirtieth 30th calendar
day after the Annexation Date ofthis Agreement OWNER accomplish the following 1 Fee simple title shall be conveyed to CITY free and clear ofall liens and matters ofrecord 799862 8 2
22 06r111111I111111111111111111111111111111111111111111111111 3 2006 0162268 0307 2f fJ608 uOA
2 OWNER shall provide CITY a CLTA insurance policy insuring CITY s title to the Station Site in an amount equal to the fair market value of the Station Site 3 The parcel shall have not
less than one and one half 1 5 acre of flat land usable for development as aCITY fire station In no event shall the site be in excess ofthree 3 gross acres 4 CITY acknowledges that as
ofthe date ofthe First Amendment to the Development Agreement the OWNER has conveyed the fire station property to the CITY as required by subsections a to a3 b Grading Prior to the issuance
ofthe first 1 st building permit OWNER shall rough grade the parceL CITY acknowledges that as ofthe date ofthe First Amendment to the Development Agreement OWNER has graded the Fire
Station site c Construction Pursuant to Section 4 1 31 OWNER shall tender the sum ofTwo Million Dollars 2 000 000 00 and CITY shall accept the money from OWNER for the purpose ofCITY
s design and construction ofafire station and acquisition oftitle to afire truck of CITY s sole selection CITY acknowledges that as ofthe date ofthe First Amendment to the Development
Agreement OWNERhas transferred the 2 million to the CITY pursuant to this subsection d Issuance of515 Building Permits 1 As ofthe date ofthe First Amendment to the Development Agreement
I OWNERhas paid to the City the sum of 2 million pursuant to Section 4 1 6 c ofthis Agreement 2 OWNERhas paid the additional sum of 1 million to the City for the construction of the
permanent fire stationpursuant to Section 1 ofthe First Operating Memorandum 3 CITY has approved plans and specifications for the permanent fire station Fire Station 4 City has let a
contract for construction of the permanent Fire Station and 5 the permanent Fire Station is under construction 2 With respect to limitations on the issuance of building permits necessitated
by the availability of fire protection up to a maximum offive hundred fifteen 515 residential building permits for Planning Areas lA 2 3 4A and 4B shall be issued upon afinding by the
City Manager Manager that 1 the permanent fire station is substantially under construction 2 permanent access to the Fire Station via Butterfield Stage Road and Murrieta Hot Springs
Road is substantially under construction so as to be completed concurrent with the opening ofthe Fire Station 3 Access to the Fire Station via Calle Chapos between the Fire Station s
eastern most driveway and Walcott Lane will be completed concurrent 799862 8 2 22 06 4 1iilllllllllllllllflililll 1111I11II1I1II1111Inl 200E O 162268 03 07 2 1608 OOA
with the opening ofthe Fire Station and 4 all other requirements of the Development Agreement and Conditions ofApproval of the Land Use Entitlements ofthe Project for the issuance ofthe
building permits have been fulfilled If the conditions described in clauses 1 and 4 ofthis subsection have been fulfilled but the conditions described in clauses 2 and 3 ofthis subsection
has not been fulfilled then the City Manager shall not issue more than one hundred seven 107 building permits until such time as all conditions described in this subsection have been
fulfilled 3 With respect to limitations on the issuance of building permits necessitated by the availability offire protection no more than five hundred fifteen building permits for
the Project shall be issued until such time as 1 the Secondary Access as defined in Attachment 5 to the Development Agreement is completed 2 permanent access on Murrieta Hot Springs
Road and Butterfield Stage Road to the Fire Station are complete and 3 all other requirements ofthe Development Agreement and Conditions ofApproval of the Land Use Entitlements of the
Project for the issuance ofthe building permits have been fulfilled e Fire Station Construction Street Improvements OWNER shall subject to final review and Acceptance by CITY construct
the street improvements adjacent to the Fire Station in conformance with the conditions set forth in Attachment 5 to this Agreement and subject to the CITY s approved street improvement
plans for the public street s which are immediately adjacent to the Fire Station OWNER shall commence and complete the street improvements including but not limited to asphalt concrete
travel lanes concrete curb and gutter sidewalk per Specific Plan and right ofway landscaping as required by CITY The improvements described in this Section shall be completed not less
than thirty 30 calendar days prior to the date the CITY will place the Fire Station in full operation Owner hereby grants alicense to the City over or through its property adjacent to
the Fire Station Station for the purposes ofallowing access to the Fire Station for construction and operation ofthe Fire Station which license shall terminate upon the acceptance ofthe
streets adjacent to the Fire Station into the City maintained street system City and Owner may fulfill the access requirement by entering into aseparate license agreement with specific
details ofthe rights and obligations of the parties f DIP Component Release Upon the funding ofthe public finance district or other financing mechanism and CITY s ability to utilize
such monies for construction ofapermanent fire station as described in Section 4 1 6 and the Acceptance oftitle to the site then OWNER s further obligations to pay the Fire Component
ofthe DIP will be credited by CITY and CITY shall not impose restrictions on building permit issuance based upon nonpayment ofthe Fire Component ofthe DIP 799862 8 222 06 5 i 11111111111111
11111111111111111111 111111111111111111111 200E t1822E 8 ll3 O 2j OG 08 tlOfl 0ti
g Limitation on Participation The OWNER agrees to not participate in the design or construction ofthe Fire Station evenifit is funded by a public financing district However to ensure
architectural compatibility with future development CITY agrees to allow OWNER s architect to coordinate with the architect hired by CITY for the sole purpose ofproviding input into
the architectural themes ofthe exterior to the fire station 3 Except as specifically set forth herein all other terms and conditions ofthe Development Agreement shall remain in full
force and effect 4 This First Amendment contains the entire understanding between the parties relating to the subject matter hereof all prior or contemporaneous agreements understandings
representations and statements oral or written concerning the subject matter hereof except for the First Operating Memorandum the Deferral Agreement and First Amendment to the Deferral
Agreement are merged into this Agreement and shall be ofno further force or effect 5 This First Amendment shall not be effective and shall not be recorded until such time as each owner
ofthe Property has duly executed this First Amendment to Development Agreement and all persons with an interest in the Property or holding a deed of trust in the Property or aportion
ofthe Property have duly executed the Consent and Subordination attached hereto 799862 8 2 22 06 6 111111I111111111111111111I111111111111111I11111111I1111 200E t1E 2268 03 07 2006 08
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IN WITNESS WHEREOF the parties hereto have executed this Covenant as ofthe day and year first above written CITY OF TEMECULA a municipal corporation L Ron Roberts Mayor Attest Peter
M Thorson City Attorney 799862 7 2113106 7 fl1ij IIIIIII lllmllllllllillllll IIIIIIIIIIIIII 20tJE tl 1E 22E 8 n3t7 2008 08 iSI0A of 52
799862 6 2 6 06 ASHBY USA LLC aCalifornia limited liability company By Ashby Development Co Inc its Managing Partner By USA Investment Partners LLC aNevada limited liability company
its member By USA Commercial Mortgage Company aNevada corporation its non Member Manager ByJoseph D Milanowski President 8 111111111II11111111111111111111111111111111111111111111 2 1
6 01 E 2288 O3 17 20U6 08 lOA 8of52
CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT Q S 9 ff X f6 a Qa 0 Q V QAX cfN State of California On before me 55 IMetJ I1AY I fE MJ County of River J de z i3 20fJ6 Date Name and Title of Offlcer
e g Jane Doe Notary Public JUIN K AShbY Name s 01 Signer s J personally appeared 3lpersonally known to me 1 H Rr Ef J @Commllllon 1522 t NoIaIy PuIlIc CaIIIomIa f R COunIy j m 2a l D
proved to me on the basis of satisfactory evidence to be the psersojnwhose lnSamJe iEslftll subscribed to the wnhin instrument and acknowledged to me that he e tbEfy executed the same
in hislper tbefr authorized c0apeac5ity and that by hi rlthelT sSignaturje on the instrument the personjsf or the entity upon behalf of which the psersoln acted executed the instrument
WITNESSrlt hand and official seal if b1I OPTIONAL Though the information belowis not required by law it may prove valuable to persons relying on the document and could prevent fraudulent
removal and reattachment of this form to another document Place Notary Seal Above Description of Attached DoIcument A M I1 Tille or Type of Document 17 v l1 JIf RCrIli4Qh v PtVI AJfrMI1I
Document Date 2 t tlb 1 Number of Pages Signer s Other Than Named Above 1 ft pJIPWJJd Capaclty ies Claimed by Slgner s Signer s Name o Individual o Corporate Officer Titie s o Partner
0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator o Other TOp of thumb here Signer s Name o Individual o Corporate Officer Titie s o Partner 0 Limited 0 General
o Attorney in Fact o Trustee o Guardian or Conservator o Other RIGHT THUMBPRINT OF SIGNER RIGHT THUMBPR NT OFSIGNER Top of thumb here Signer Is Representing Signer Is Representing i
CC C X YCvXxXCtA CCQ CC v QV cxxQ X or y xG C2004 National Notary Associallon 9350 De SotoAve PO Box 2402 Chatsworth CA 91313 2402 Ilem No 5907 Reorder CallToll Free 810706 6827 I11111111111111111111
11111111111111111111111111111111111 2006 01 E 22E8 l3O l260 08 lOA 8 of 52
ASHBY USA LLC a California limited liability company By Ashby Development Co Inc its Managing Partner By Justin K Ashby President By USA Investment Partners LLC a Nevada limited liability
company its member 799862 7 2113106 8 r un 1111111111111111111111111111111111111111111111111111111 2 E J A
STATE OF NEVADA ss COUNTY OF CLARK On February 13 2006 before me Amanda Stevens personally appeared Joseph D Milanowski personally known to meor proved to meto be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed the same and that by his signature on the instrument the person or the entity upon behalfof which the person
acted executed the instrument WITNESS my hand and official seal Notary Public Amanda Stevens My Commission Expires 1 16 10 f 1rY 111 f11J I AIMEANNDASlIEl Jt NOTARY PUBlJC STAlE OF NEVADA
Dale Appointment Elcp 01 210160 Certificate No 272937 1 lllIli1111111111111111 IIIIIIIIIIIIIIIIII111 lllflilll 3 W A
799862 7 213 06 Davidson Roripaugh Ranch 122 LLC a California limited liability company By Davidson Project Services Inc a California Corporation its manager By 9 11111111111111111111111
1111111111111111111111111 1111111 21 18 1 182268 03 07 2006 08 OClA 12 of 52
CALIFORNIA ALL PURPOSE ACKNOWLEDGMENTAState of California R I vtrJ JOIe 2 ILt fJ8 County of On ss Jlberl fAji IROFt AIel r A o iic eg Jane Doe Nota Publl Name s of Slgners P jlc Date
before me personally appeared il tmWITNESS my hand and official seal d1 tff OPTIONAL Though the information below is notrequired by law it may prove valuable to persons relying on the
document and could prevent fraudulent removal and reattachment of this form to another document J H BE TlMY H FE I @lc1o5m2m2ls4s8lo4n Notary Public California I j Riverside Counly am
l eOc 2 2 Place Notary Seal Above Description of Attached Document I I Title or Type of Document I t 2 j rUf b Documen1 Date Signer s Other Than Named Above opersonally known to me elf
proved to me on the basis of satisfactory evidence to be the perso whose name sf isl subscribed tothe within instrument and acknowledged to me that he spe1 executed the same in hisltJlir1theli
authorized apacity and that by hi beiF slignalture on the instrument the person or the entity entity upon behalf of which the p9erson acted executed the instrument Aiht1P u f ROff U1
1h fe A rt 11R J Number of Pages If Capacity ies Claimed by Signers Signer s Name o Individual o Corporate Officer Title s o Partner 0 Limited 0 General o Attorney in Fact o Trustee
o Guardian or Conservator o Other RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Represen1ing Signer s Name o Individual o Corporate Officer Title s o Partner 0 Limited 0General
o Attorney in Fact o Trustee D Guardian or Conservator o Other RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing Item No 5907 Reorder CallToll Free 81Q0 6887267 tof9g
02004 National NoAtsaslociation 9350 De Boto Ave PO Box 2402 Chatsworth CA 913132402 J1ii111 1111111 11111111111111111111111111111111111111111 20Cn3 0 1E 2268 0307 2006 08IOfl 13 of
52
799862 7 2113106 TANAMERAlRORIPAUGH LLC A CALIFORNIA LIMITED LIABILITY COMPANY By USA Investors II LLC aNevada limited liability company Its Manager By TwinleafHomes LLC a California
limited liability company Its Managing Member IfKenneith V Rose II Its Managing Member By 10 I 1 11111111111111111 1IIIIIIIflllllll 11111 III Imll III 1111 2006 01E2268 ll3 07 20flf
08 lOA 1 d Cj
ACKNOWLEDGEMENT State of California County of Riverside On February 13 2006 before me Amanda Jean Burnham Notary Public personally appeared Kenneith V Rose II personally know to me to
be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument
the person or entity upon behalf of which the person acted executed the instrument Signature EL and official sealf11111111111111 11111111111111111111111111111111111111111 2u06 l1622E
CJ3 07 2f 06 08 fJA 1 of 52
799862 7 2 13106 TANAMERAlRORIPAUGH II LLC A CALIFORNIA LIMITED LIABILITY COMPANY By USA Investors II LLC aNevada limited liability company Its Manager By TwinleafHomes LLC a California
limited liability company Its Managing Member By Kenneith V Rose II Its Managing Member 11 1 illllllllllll 1111 11111 1111 1111111 11111111 1111I1 III 1111 2006 0316226 03 l7 210E 1
8 fltlA tl of 52
ACKNOWLEDGEMENT State of California County of Riverside On February 13 2006 before me Amanda Jean Burnham Notary Public personally appeared Kenneith V Rose II personally know to me to
be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument
the person or entity upon behalf of which the person acted executed the instrument WINTESS my hand and official seal Signature AMANDA JEAN BURNHAM COMM 1527538 NOTARY CPAUUFBORlINCIA
CIa RIVERSIDE COUNTY COMM EXP NOV 18 2008 1111111111111111111111111111111111111111111111111111111 o O OA
TRADITIONS AT RORIPAUGH LLC A CALIFORNIA LIMITED LIABILITY COMPANY By USA Investors II LLC a Nevada limited liability company Its Manager By TwinleafHomes LLC a California limited liability
company Its Managing Member By KY Kenneith V Rose II Its Managing Member 799862 7 2 13 06 12 imllll 1111111 1111 111111111 1111111 11111 III 1IIIiIIIi o3 jffr 1 OR
ACKNOWLEDGEMENT State of California County of Riverside On February 13 2006 before me Amanda Jean Burnham Notary Public personally appeared Kenneith V Rose II personally know to me to
be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument
the person or entity upon behalf of which the person acted executed the instrument Signature 1 Ji oo NtiW o COMM it 1527538 o NOTARY PU8UC CAlIFORNIA RIVERSIDE COUNTY 0 COMMEXP NOV 182008
C v WINTESS my hand and official seal lillrnllililllll II 11111111I111111111111111I1 2006 01822E8 03 07 20iSlE 0 lOA 19 of 52
LENDER S CONSENT AND SUBORDINATION TO DEVELOPMENT AGREEMENT AND FIRST AMENDMENT TO DEVELOPMENT AGREEMENT 1 t9h o 7tt 7S k Lender holds a security interest in a portion ofthe Property
described in the First Amendment to Development Agreement set forth above between AshbyUSA LLC a California limited liability company Owner and the CITY OF TEMECULA amunicipal corporation
City 2 Lender acknowledges that the Development Agreement and the First Amendment to the Development Agreement are integral parts of the Owner s land use entitlements for the Property
and provide significant benefits to the Owner and to the Property as well as vesting Owner s land use entitlements pursuant to the terms ofthe Development Agreement and the First Amendment
to the Development Agreement 3 In consideration ofthe rights and benefits conferred upon the Owner by the terms ofthe Development Agreement and the First Amendment to the Development
Agreement and the and in recognition of the accrual ofthose benefits to the Lender in the event event Lender takes possession of the Property Lender hereby consents to the Development
Agreement and the First Amendment to the Development Agreement and their recordation and further agrees that Lender s interests in the Property are subject to and made subordinate to
the rights and interests ofthe City as set forth in the Development Agreement and the First Amendment to the Development Agreement 4 The City agrees to provide notice of any default
to Lender pursuant to Section 10 ofthe Development Agreement at the following address ol 71 11 71 80 k I 0 I r 4 l tree t Cle l c 0H 1 II J4 rtn frvl C 7d Depf f k 1 7 i1 t fL q c V
799862 6 216 06 13 lJjjlll IIlljlllllllllll 11111111111 IIIII11111 1111111111 o3 oO 1 R
IN WITNESS WHEREOFthe Lender has executed this Consent and Subordination as ofFebruary22006 Lender A0 Name Il ktl 4H Title 7L A 1i11 Name Title 799862 6 2 6 06 14r1 11111111111111111111111111
III IIIIIIIIIIIIIIIIIIII I 2J 1i 1 r oA
STATE OF COLORADO COUNTYOF ss The foregoing was acknowledged before methis 3 day of February 2006 by Michael Attias Senior Vice President ofOhio Savings Bank Witness my hand and official
seal My commission expires 1 20a I c 1111111111111111111111111111111111111111111111111111111 U 111 0 K I 1 IV x 1 o t 01 OiARy i I0 C7 MI PerlMi c j 1jA o 1 o O II OF CO c zIS 11 c 8
oN E 2fJOE O 1 E 226 3 0 3 07 200808 OISlA 22 of 52
IN WITNESS WHEREOF the Lender has executed this Consent and Subordination as ofFebruary 11 2006 Lender vt 7r Name 0e 0rc65d Title 16 r cY 77 Name Title 799862 6 26106 14 001110111111111111111111
illiillillllllllllimlli o O Eii OA
CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT State of California ss County of San Bernardino On February 13 2006 before me Thanhliem Brenda Le Notary Public personally appeared Victor P Bessette
g personally known to me o proved to me on the basis of satisfactory evidence THANHLlEM BRENDA LEM Commission 1398188 Notory Public Colifornia San Bernardino County MyCaTlin Expies Feb4
Jf1S1 to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the
instrument the person or the entity upon behalf of which the person acted executed the instrument Place Notary Seal Above Though the information below is notrequired by Jaw it may prove
valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Descriotion of Attached Document Title or Type of Document
Lender s Consent and Sybordination to Development Agreement and First Amendment to Development Agreement Date 2 13 06 Number of Pages 14 Signer Other Than Named Above Caoacitv Claimed
by Sianer RIGlll IIIUMBPRIN I Signer s Name Victor P Bessette 01 SIGN R 1 D Individual 2 Corporate Officer Title Vice President D Partner D Limited D General D Attorney in Fact D Trustee
D Guardian or Conservator D Other Signer is Representing Ohio Savings Bank Top of thumb here Signer s Name D Individual D Corporate Officer Title D Partner D Limited D General D Attorney
in Fact D Trustee D Guardian or Conservator D Olher Signer Is Representing RiGiJ I 1 HUMBiRiNT OF SIGNER 2 Top of thumb here 11111111111111 11111111111111111111111111111111111111111
2006 0162268 03 07 200081 Ot1A 4 nf 52
LENDER S CONSENT AND SUBORDINATIONTO DEVELOPMENT AGREEMENT AND FIRST AMENDMENT TO DEVELOPMENT AGREEMENT 1 Bank of the West Lender holds asecurity interest in a portion of the Property
described in the First Amendment to Development Agreement set forth above between Ashby USA LLC a California limited liability company Owner and the CITY OF TEMECULA amunicipal corporation
City 2 Lender acknowledges that the Development Agreement and the First Amendment to the Development Agreement are integral parts of the Owner s land use entitlements for the Property
and provide significant benefits to the Owner and to the Property as well as vesting Owner s land use entitlements pursuant to the terms ofthe Development Agreement and the First Amendment
to the Development Agreement 3 In consideration of the rights and benefits conferred upon the Owner by the terms ofthe Development Agreement and the First Amendment to the Development
Agreement and in recognition ofthe accrual of those benefits to the Lender in the event Lender takes possession ofthe Property Lender hereby consents to the Development Agreement and
the First
Amendment to the Development Agreement and their recordation and further agrees that Lender s interests in the Property are subject to and made subordinate to the rights and interests
ofthe City as set forth in the Development Agreement and the First Amendment to the Development Agreement 4 The City agrees to provide notice ofany default to Lender pursuant to Section
10 ofthe Development Agreement at the following address Mr Gary Seferian 300 South Grand Avenue Suite 1350 Los Angeles California 90071 799862 8 2 22 06 13 111111I111111111111111111111111111111111111
111111111111 2006 01622E 8 02 10 2 ltcl 08 11 1
IN WITNESS WHEREOF the Lender has executed this Consent and Subordination as ofFebruary 28 2006 e Title Go dS l o v IJeMt Name Title 799862 8 2122106 J4 111111I111111111111111111I11111111111111111111
111111111 2 6 0 1 2268 03 120Ef 1 8 iSI lA
CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT State of California Countyof OS A ne3Je 5 On t212 0 12on personally appeared before rne GdY I lJ ItQL lIEZ Col 111174101 I NalaryNlllc f kIIAf9111CounIy
Place Notary Seal Above 2S1 72 ozoissNameand Title of Officer e pPeri co Nameloi of Signer lie D personally known to me oved to me on the basis of satisfactory evidence to be the person
a whose name isaFe subscribed to the within instrument and acknowledged to me that he s executed the same in his herfltreir authorized capacity and that by hisheteiIrr signature sj on
the instrument the personfs or the entity upon behalf of which the person acted executed the instrument WITNESS my hand and official seal Z Though the information below is notrequired
by Jaw it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document OPTIONAL Description of Attached
Dqcument J I Title or Type of Document AM Qn2v 1 Dev 1 Cf 1 Document Date I Signer s Other Than Named Above Capacity ies Claimed by Signer s Signer s Name o Individual o Corporate Officer
Title s o Partner 0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator o Other RIGHT THUMBPRINT OFSIGNER TOp of thumb here Signer Is Representing 03 Veftn1le1 Number
of Pages Signer s Name o Individual o Corporate Officer Title s o Partner 0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator o Other Top of thumb here Signer
Is Representing e 2004 National Notary Association 9350 De Solo Ave PO Box 2402 Chatsworth CA 91313 2402 Item No 5907 Reorder CallToll Free 1 800 876 6827 11111111111111 11111111111111111111111111111
111111 II 1111 2fJ06 01E 2326 @3 07 OfJ6 08 lOA 27 of 52
LENDER S CONSENT AND SUBORDINATION TO DEVELOPMENT AGREEMENT AND FIRST AMENDMENT TO DEVELOPMENT AGREEMENT 1 e t7 COM an L P Lender holds a security interest in a portion ofth Prop y described
in the First Amendment to Development Agreement set forth above between Ashby USA LLC a California limited liability company Owner and the CITY OF TEMECULA a municipal corporation City
2 Lender acknowledges that the Development Agreement and the First Amendment to the Development Agreement are integral parts of the Owner s land use entitlements for the Property and
provide significant benefits to the Owner and to the Property as well as vesting Owner s land use entitlements pursuant to the terms ofthe Development Agreement and the First Amendment
to the Development Agreement 3 In consideration ofthe rights and benefits conferred upon the Owner by the terms ofthe Development Agreement and the First Amendment to the Development
Agreement and the and in recognition of the accrual ofthose benefits to the Lender in the event event Lender takes possession ofthe Property Lender hereby consents to the Development
Agreement and the First Amendment to the Development Agreement and their recordation and further agrees that Lender s interests in the Property are subject to and made subordinate to
the rights and interests ofthe City as set forth in the Development Agreement and the First Amendment to the Development Agreement 4 The City agrees to provide notice ofany default to
Lender pursuant to Section 10 ofthe Development Agreement at the following address 799862 6 26 06 13 r H 1111111111111111111111111I111111111111111I1111111111111 o J lfl 2 OFl
IN WITNESS WHEREOF the Lender has executed this Consent and Subordination as of February 27 2006 Lender GRC Development Company L P By Its General Partner Tom Gentry California Company
111111111II111 111111111 11111111111 111111111111111111111 03 1 1 A
STATE OF HAWAII SS CITY AND COUNTY OF HONOLULU On February 28 2006 before me appeared A JOSEPH FADROWSKY III to me personally known who being by me duly sworn or affirmed did say that
such person s executed the foregoing instrument as the free act and deed of such person s and if applicable in the capacity s shown having been duly authorized to execute such instrument
in such capacity s Notary Pu ic State of H Notary s Printed Name Colett drade Fujii My commission expires on July 17 2008 111111I11II11111111111111111111111111111111111111111111 200E
l1622E 3 03 07 200E 08 OOR
JO U id LENDER S CONSENT AND SUBORDINATION TO DEVELOPMENT AGREEMENT AND FIRST AMENDMENT TO DEVELOPMENT AGREEMENT L 1 JIel nter f SSe Kt IOff noInvtsilxs lIC Lender holds asecurity i
terest in a portion of the Property describedJ in the First Amendment to Development Agreement set forth above between Ashby USA LLC a California limited liability company Owner and
the CITY OF TEMECULA a municipal corporation City 2 Lender acknowledges that the Development Agreement and the First Amendment to the Development Agreement are integral parts of the
Owner s land use entitlements for the Property and provide significant benefits to the Owner and to the Property as well as vesting Owner s land use entitlements pursuant to the terms
ofthe Development Agreement and the First Amendment to the Development Agreement 3 In consideration ofthe rights and benefits conferred upon the Owner by the terms of the Development
Agreement and the First Amendment to the Development Agreement and the and in recognition of the accrual of those benefits to the Lender in the event Lender takes possession ofthe Property
Lender hereby consents to the Development Agreement and the First Amendment to the Development Agreement and their recordation and further agrees that Lender s interests in the Property
are subject to and made subordinate to the rights and interests ofthe City as set forth in the Development Agreement and the First Amendment to the Development Agreement 4 The City agrees
to provide notice of any default to Lender pursuant to Section 10 of the Development Agreement at the following address nItdYIt xP PSlbPLffi 1 ntVP IDs LC 2eW lIIo i Strf e I c IItf
1 5 1 Vlne r UIY 799862 6 2 6 06 13
IN WITNESS WHEREOF theLender has executed this Consent and Subordination as of lF1aerlyll 22006 J1d13 Lender LOWE ENTERPRISES RESIDENTIAL INVESTORS LLC a Delaware limited liability company
BY LOWE ENTERPRISES RESIDENTIAL ADVISORS LLC a Delaware limited liability company Its Managing Member By e Name Title Susan D Vavak Vice President 799862 6 2 6 06 14 lijiWIIIIIIIIIIIIIIIIIIIII
II ml III 11111 11111111 20tlt 01E 2268 03 u7c OuOf 02 JfJAtC
STATE OF CALIFORNIA ss COUNTY OF ORANGE On March 3 2006 before me Keri Mae Dionizio Notary Public personally appeared SusanD Vavak personally known to me er lJelfdtl ts me eft the Basis
sf satisfaetery eyideftee to be the person whose name is leI subscribed to the within instrument and acknowledged to me that fte she theyexecuted the same in im her thcir authorized
capacityEies and that by hheisr signatureEs on the instrument the person s1 or the entity upon behalfof which the person4 acted executed the instrument WITNESS my hand and official seal
r@L E D O zIO E y COMM 1502658 ffJ Notary cPaUllfobrnlllca rn ORANGE COUNTY ow O e u y 20 8 f efi 0 Ana lO Notary icr11111111111111 11111111111111111111 111111111111111111111 200E t1E
22E8 03 17 2008 0 lOA 3 f 52
LENDER S CONSENT AND SUBORDINATION TO DEVELOPMENT AGREEMENT AND FIRST AMENDMENT TO DEVELOPMENT AGREEMENT 1 fo 1 v O Cov orerlu o Cof CT OV Lender holds asecurity interest in a portion
ofthe roperty descnbed in the First Amendment to DevelopmentAgreement set forth above between AshbyUSA LLC aCalifornia limited liability company Owner and the CITY OF TEMECULA a municipal
corporation City 2 Lender acknowledges fuat fue Development Agreement and the First Amendment to the Development Agreement are integral parts of the Owner s land use entitlements for
fue Property and provide significant benefits to the Owner and to the Property as well as vesting Owner s land use entitlements pursuant to the terms ofthe Development Agreement and
the First Amendment to the Development Agreement 3 In consideration ofthe rights and benefits conferred upon the Owner by the terms ofthe Development Agreement and the First Amendment
to the Development Agreement and the and in recognition of the accrual ofthose benefits to the Lender Lender in the event Lender takes possession of the Property Lender hereby consents
to the Development Agreement and the First Amendment to the Development Agreement and their recordation and further agrees that Lender s interests in fue Property are subject to and
made subordinate to the rights and interests of the City as set forth in the Development Agreement and the First Amendment to the Development Agreement 4 The City agrees to provide notice
of any default to Lender pursuant to Section 10 ofthe Development Agreement at the following address 3g 00 VvO f7fQarI A LfSO Iff VZNE eA qt It 799862 6 26 06 13 111I1I11I1111I1111111I
1111 lllllllilllllllllllllllll 200E fj 1 62268 O 0720tcliCf8 OOA 34 of 52
IN WITNESS WHEREOFthe Lenderhas executed this Consent and Subordination as of lFllllel1Yt 32006 pQrc Lender Name Title 799862 6 2 6 06 14 1111111111111111111111111111111111111111111111I11111111
OJ O t on
ALL PURPOSE CALIFORNIA ACKNOWLEDGEMENT w State ofCalifornia 55 i County of Jfonq i i On utJRch 3 00 before me z f UaljEin I i DATE J NOTARY personally appeared BRlar 9 j11I llp i personally
known to me or proved to me on basis of satisfactory evidence to be the personclwhose i i namerfisfsubscribed to the within instrument and acknowledged to me that he syt executed the
i i same in hhis th authorized capacity i and that by hhis itrl signatureyQ on the instrument the i i personci or the entity upon behalfofwhich the personY acted executed the instrument
i @D t i NoIaIY NlIIC CcIlIlOmIa WITNESS my hand and official seal 0RJnlle CounIy 1 i 30A i i Signature an seal i i I OPTIONAL INFORMATION The following information is not required by
law however it may be helpful in preventing fraudulent use ofthis acknowledgement ffi i DOCUMENTTITLE OR DESCRIPTION is z DOCUMENT DATE NUMBEROF PAGES if i COMMENTS ffi z0z if m0 is
w w w @2004 USA Signing Services Inc BOO 6998522 WNWUSAsigning com rI 111111 11II111 1111 11111 1111 1111111 11111 11111111 11111111 1 A
LENDER S CONSENT AND SUBORDINATION TO DEVELOPMENT AGREEMENT ANDFIRST AMENDMENT TO DEVELOPMENT AGREEMENT I VINEYARD BANK Lender holds asecurity interest in a portion ofthe Property described
in the First Amendment to Development Agreement set forth above between Ashby USA LLC a California limited liability company Owner and the CITY OF TEMECULA a municipal corporation City
2 Lender acknowledges that the Development Agreement and the First Amendment to the Development Agreement are integral parts of the Owner s land use entitlements for the Property and
provide significant benefits to the Owner and to the Property as well as vesting Owner s land use entitlements pursuant to the terms ofthe Development Agreement and the First Amendment
to the Development Agreement 3 In consideration ofthe rights and benefits conferred upon the Owner by the terms ofthe Development Agreement and the First Amendment to the Development
Agreement and the and in recognition of the accrual of those benefits to the Lender in the event event Lender takes possession ofthe Property Lender hereby consents to the Development
Agreement and the First Amendment to the Development Agreement and their recordation and further agrees that Lender s interests in the Property are subject to and made subordinate to
the rights and interests ofthe City as set forth in the Development Agreement and the First Amendment to the Development Agreement 4 The City agrees to provide notice ofany default to
Lender pursuant to Section 10 ofthe Development Agreement at the following address 1260 CORONA POINTE COURT CORONA CA 92879 7699862 2I6 06 13 1111111111111111111111111111111111111111111111111111111
20 j6 0 1 E 2268 03 07 2006 t lOA 0 of 52
IN WITNESS WHEREOF the Lender has executed this Consent and Subordination as ofFebruary LzZ006 SEAN JOHNSON EXECUTIVE VICE PRESIDENT Name Title 799862c6216l06 1 4 111111111111111111111111111111111111
1111111111111111111 2tJOE l1E 22E rn 07 20f18 I8 00A 38 of 52
CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT State of cali R County of IWf61 h 55 On OpbIV Date before me Name and IUe ofreg Ja e Doe Nota y n JOhrlSLYI Name s ofSigner s rsonally known to
me o proved to me on the basis of satisfactory evidence personally appearedlRr a c iHAANN CHICO Ccnrn soion 1358156 z N0Wrj Putllic California OGoge County r rl1Comm ExpiresJun19 20061
to be the perso whose nam @are subscribed to tlie within instrument and acknowledged to me that he shelthey executed the same in e lI authorized capacity an that by iItll lherr sloignlantulre
the instrument the person or the entity upon behalf of which the perso acted executed the instrument Place Notary Seal Above cial seal Signa NotaryPubli OPTIONAL Though the information
below is not required by law it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description
of Attached Document L Title or Type of Document Vf doJr r ynf1t b SbtXJ J1 1 i1uj g lI 1ttmJb tr J 1 1 111 Document Date Number of Pages Signer s Other Than Named Above Capacity ies
Claimed by Signer Signer s Name D Individuai D Corporate Officer Title s D Partner D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other RIGHT THUMBPRINT
OF SIGNER Top of thumb here Signer Is Representing C1997 National NotaryAssociation 9350De Solo Ave PO Box 2402 Chatsworth CA 913132402 Prod No 5907 Reorder CallToll Free 1800876 6827
111111111111111111111111111111111111111111 1111111111111 200E O 1 E 22E 8 03 07 20 E 08 OOA 38 of 52
4LENDER S CONSENT AND SUBORDINATION TO DEVELOPMENT AGREEMENTAND FIRST AMENDMENT TO DEVELOPMENT AGREEMENT 1 KEYBANK NATIONAL ASSOCIATION Lender holds asecurity interest in a portion ofthe
Property described in the First Amendment to Development Agreement set forth above between Ashby USA LLC a California limited liability company Owner and the CITY OF TEMECULA a municipal
corporation City 2 Lender acknowledges that the Development Agreement and the First Amendment to the Development Agreement are integral parts of the Owner s land use entitlements for
the Property and provide significant benefits to the Owner and to the Property as well as vesting Owner s land use entitlements pursuant to the terms ofthe Development Agreement and
the First Amendmentto the Development Agreement 3 In consideration of the rights and benefits conferred uponthe Owner by the terms ofthe Development Agreement and the First Amendment
to the Development Agreement and the and in recognition of the accrual of those benefits to the Lender in the event Lender takes possession oftheProperty Lender hereby consents to the
Development Agreement and the First Amendment to the Development Agreement and their recordation and further agrees that Lender s interests in the Property are subject to and made subordinate
to the rights and interests ofthe City as set forth in the Development Agreementand the First Amendmentto the Development Agreement 4 The City agrees to provide notice ofany default
to Lender pursuant to Section 10 ofthe Development Agreement at the following address KEYBANK NATIONAL ASSOCIATION Home Builder Group Ma Lcooe CA U4 U U 2029 Century Park East Suite
950 Los Angeles CA 90067 Attn Teri S Campbell 799862 6 26 06 13r1111111111111111111111111111111111111111111111111111111 200E O 1 E 2268 03 07 20DS fSl8 OOA 41 of 52
c and SubINordWinIaTtiNonESasS WHEREOo2fFFebruaty the20L0e6nder has executed this Consent Lender NATIONAL ASSOCIATION Banking Association N Aram A Pol 1an Jr TItle Sr Vice President
Team Sales Leader Name Title 799862 6 26 06 14 1111111111111111111111111111111111111111111111111111111 200E t1 E 2268 03 1 2008 O IOA 41 01 c
CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT State of California County of mnq On o 1QUmP personally appeared ss before me Jtel ar1 Vb ad1an NamJ tI OIOffi 9 J Name s of Signer s b c personally
known to me J f@JENNY8ENAVENIEFIlANQUEZ CommiSsion 1615644 Notary Public CaoIiforr t z Orange County i 2 t oproved to me on the basis of satisfactory evidence to be the person s whose
name s islare subscribed to the within instrument and acknowledged to me that he she they executed the same in his her their authorized capacity ies and that by his her their signature
s on the instrument the person s or the entity upon behalf of which the person s acted executed the instrument WITNESS my hand and official seal h om OPTIONAL Though the information
belowis not required by law it may prove valuable to persons relying on the document and couldprevent fraudulent removal and reattachment of this form to another document Place Notary
Sea Above Description of Attached QlocuJl nt L l fllJ L vJLt Title or Type of Document lUOOs AAlTllLT IJIo V MUIluIlllflUII Document Date clxIAt 1 am Number of Pages Signer s Other Than
Named Above l1lV Capacity ies bY Slgner s Name IJr o Individual IL J t tI Corporate Officer Title S o Partner 0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator
o Other RIGHT THUMBPRINT OF SIGNER T p q ere 1S Signer s Name o Individual o Corporate Officer Title s o Partner 0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator
o Other RIGHT THUMBPRINT OFSIGNER Top of thumb here Signer Is Representing Signer Is Representing e 2004 National NotaryAssociation 9350 De Solo Ave PO Box 2402 Chatsworth CA 91313 2402
Item No 5907 Reorder Call Toll Free 1 800 876 6827 1111111 11111111111111111111111111111111111111111 1111111 2 IOE O 1E 22E 8 03 07 2006 02 OOA 1 of 52
II LENDER S CONSENT ANDSUBORDINATION TO DEVELOPMENT AGREEMENT AND FIRST AMENDMENT TO DEVELOPMENT AGREEMENT 1 Jlll r jl Partner TIr lP Lender holds a security int est in a portion of
the Property described in the First Amendment to Development Agreement set forth above between AshbyUSA LLC a California limited liability company Owner and the CITY OF TEMECULA a municipal
corporation City 2 Lender acknowledges that the Development Agreement and the First Amendment to the Development Agreement are integral parts of the Owner s land use entitlements for
the Property and provide significant benefits to the Owner and to the Property as well as vesting Owner s land use entitlements pursuant to the terms ofthe Development Agreement and
the First Amendment to the Development Agreement 3 In consideration ofthe rights and benefits conferred upon the Owner by the terms ofthe Development Agreement and the First Amendment
to the Development Agreement and the and in recognition of the accrual ofthose benefits to the Lenderin the event Lendertakes possession ofthe Property Lenderhereby consents to the Development
Agreement and the First Amendment to the Development Agreement and their recordation and further agrees that Lender s interests in the Property are subject to and made subordinate to
the rights and interests of the City as set forth in the Development Agreement and the First Amendment to the Development Agreement 4 The City agrees to provide notice ofany default
to Lender pursuant to Section 10 ofthe Development Agreement at the following address ffiw 1J n f4 rlb ef 7rt LP li10S I CA D q Su WJ I v PI fA n llr 799862 6 2 6 06 13 11111111111111
1111111111111111111111111111 1111111111111 200E O 1 E 2268 J3iJ tCl06 OfOOA 43 f 52
ni EXECUTED as of the date set forth above Subordinate Lender MW HOUSING PARTNERS III LP aCalifornia limited partnership By MW Housing Management III LLC a California limited liability
company Its General Partner By WRI CP Investments III LLC a Washington limited liability company Its Co Manager By Weyerhaeuser Realty Investors Inc a Washington corporation Its Manager
BY I Jul MacHale Its Vice President By Name Its 799862 6 2 6 06 14 1111111111111111111111111111111111111111111111I11111111 200E fl 1 E 2268 13 07 2008 8 lOFfI 44 of 52
CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT ij State of California 55 before me Name s of Signer s On D e personally appeared nally known to me IlONNIE Me lAIIGHLIN @ClmmIsslon 1574908 J J
NoIary Public CallomIa I Orange Counly oproved to me on the basis of satisfactory evidence to be the person s whose name s isare subscribed to the within instrument and acknowledged
to me that he she they executed the same in his her their authorized capacity ies and that by hislher their signature s on the instrument the person s or the entity upon behalf of which
the person s acted executed the instrument Place Notary Seal Above Signature OPTIONAL Though the information below is not required by law it may prove valuable to persons relying on
the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document Document Date Number of
Pages Signer s Other Than Named Above Capacity ies Claimed by Signer s Signer s Name D Individual D Corporate Officer Title s D Partner D Limited D General D Attorney in Fact D Trustee
D Guardian or Conservator D Other Top of thumb here Signer s Name D Individual D Corporate Officer Title s D Partner D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator
D Other RIGHT THUMBPRINT OFSIGNER RIGHT THUMBPRINT OFSIGNER Top of thumb here Signer Is Representing Signer Is Representing M @2004 National Notary Association 9350De Soto Ave PO Box2402
Chatsworth CA 91313 2402 Item No 5907 Reorder CallToll Free 1 800 876 6827 111111111II1111111 II1111111I111111 111111 1111111 1111 2flOE O 1 E 22E 8 nV07 201E8II OOR 4 of 2
EXECUTED as of the date set forth above Subordinate Lender 799862 6 26 06 MW HOUSING PARTNERS III LP a California limited partnership By MWHousing Management III LLC a California limited
liability company Its General Partner By WRI CP Investments III LLC a Washington limited liability company Its Co Manager By Weyerhaeuser Realty Investors Inc a Washington corporation
Its Manager By 1JV O Julie acHale Its Vice President By Mj Name LJaJlJ M Ac S Its 1Sr VIa fellOevr 14 1 111111111111111111111 11111111111 11111 11111111 1111111 2tJOE tJ 1 E 22E j C
07 20 H3 08 Ofjfj 48 f 52
tALL PURPOSE ACKNOWLEDGMENT STATEOF I SS COUNTY OF l n On 21A before merAA y tvIuJ Plu l D NAME T16ITLt OFFICE EG JANEDOE NOtARYroBuc1 personally appeared ISV A A I2i c personally known
to me OR o proved to me on the basis of satisfactory evidence to be the person s whose name s is are subscribed to the within instnnnent and acknowledged to me that he she they executed
the same in msJhertleirauthorized capacitywy and that bybsher heir signatureson the instrument the person 01 or the entity upon behalf of which the person ted executed the instrument
CAPACITY CLAIMED BY SIGNER o 9 INDIVIDUAL S CORPORATE OFFICER S SIGNER IS REPRESENTING NAME OF PERSON S OR EINETITSY m Z It Q Vlr V 1 1 oC IltTitLE TITLE oooo PARTNER S ATTORNEY IN FACT
TRUSTEE S SUBSCRIBING WITNESS GUARDIAN CONSERVATOR OTHER 01 A 1 JI4IIJI f tJ IIf f f tA J1 I 11 11 qIVA otAhTisIEceNrtTifiIcOaNte tNoOuTnAauRthYorAizltehdoduogchutmheenintformation requested
below isOPTIONAL it could prevent fraudulent attachment of TIllS CERTIFICATE MUSTBE ATTACHED TO THE DOCUMENT DESCRIBED AT RlGHT Title or Type of Docwnent Nwnber of Pages Date ofDocwnent
Signer s Other Than Named Above Riverwalk Vista LLC Operating Agreement 289950 20700 375 01 67dqoc6081211312005 AcknowledgmentPage I IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
2uuE t1E 22E8 03 07 200E 08 OOA 47 of 52
LENDER S CONSENT AND SUBORDINATION TO DEVELOPMENT AGREEMENT ANDFIRST AMENDMENT TO DEVELOPMENT AGREEMENT 1 Downey Savings and Loan Association F A Lender holds a security interest in
aportion of the Property described in the First Amendment to Development Agreement set forth above between ASHBY USA LLC aCalifornia limited liability company DAVIDSON RORIPAUGH RANCH
122 LLC a California limited liability company TANAMERAJRORIPAUGH LLC a California limited liability company TANAMERAJRORIPAUGH II LLC a California limited liability company and TRADITIONS
AT RORIPAUGH LLC collectively OWNER and the CITY OF TEMECULA a municipal corporation City 2 In consideration ofthe rights and benefits conferred upon the Owner by the terms of the Development
Agreement and the First Amendment to the Development Agreement and in recognition of the accrual ofthose benefits to the Lender in the event Lender takes possession ofthe Property Lender
hereby consents to the Development Agreement and the First Amendment to the Development Agreement and their recordation and further agrees that Lender s interests in the Property are
subject to and made subordinate to the rights and interests ofthe City as set forth in the Development Agreement and the First Amendment to the Development Agreement 3 The City agrees
to provide notice ofany default by Owner to Lender pursuant to Section 10 ofthe Development Agreement at the time notice is given to Owner and with the same opportunity to cure as provided
to Owner at the following address Downey Savings and Loan Association FA 3501 Jamboree Road Newport Beach CA 92660 Attention General Counsel 799862 8 222 06 13 0 1111111111111111111111111111111111111
111111111111111111 2006 0162268 0307 Ell 8 18 OOA 48 of 52
IN WITNESS WHEREOF the Lender has executed this Consent and Subordination as of February 23 2006 Lender DOWNEY SAVINGS AND LOAN ASSOCIATION FA By fidtJ Its Senior Vice President By Its
Vice President 799862 8 222 06 14 11111111111111 1I1111111 11111111111 11111111 111111111 1111 2IJt 6 Ell E 2288 1n t 2fS1fS18 08 OOA 1Cl C
State of California County of Orange On 16i3 ztbteJfofre me Rosemary F Weichers aNotary Public personally appeared Ed Luther and M R Noice personally known tome to be the persons whose
names are subscribed to the within instrument and acknowledge to me that they executed the same in their authorized capacities and that by their signatures on the instrument the persons
or entity upon behalf ofwhich the persons acted executed the instrument WITNESS my hand and official seal Ro tdU R S Y F 7cHR J Commisaiont137l1081 i Notary Public Califllmia Orange
County 1 t 799862 8 2 22 06 15 111111I1111111 11111111111111111111 111111111111111111111 200E j1822E8 o 7 2lu8 08 JOft
EXHIBIT A LEGAL DESCRIPTION OF PROPERTY RORIPAUGH RANCH PROJECT Metes and Bounds description of the North one half of the North one half of Section 20 ofT7S R2W S BM Beginning at the
Northeast corner of said Section 20 thence along the easterly line of said Section 20 South 0034 31 W 1319 80 feet to the North Sixteenth corner thereof Thence along the Southerly line
ofthe North one halfofthe North one half ofsaid Section 20 North 88036 41 West a distance of 5229 85 feet to the North Sixteenth corner thereof Thence along the West line of said Section
20 North 00026 13 West a distance of 1319 23 feet to the Northwest corner thereof Thence along the Northerly line of said Section 20 South 88037 05 East adistance of5233 02 feet to the
Point of Beginning containing an area of 14558 acres more or less This exhibit is for exhibit purposes only The true legal description is the North one halfofthe North one halfofSection
20 Township 7 South Range 2 West San Bernardino Base and Meridian County ofRiverside State ofCalifornia according to the Official Plat thereof Metes and Bounds description of Section
21 ofT7S R2W S B M Beginning at the Northeast corner ofsaid Section 21 thence along the easterly line of said Section 21 South 0059 15 West 2664 97 feet to the East quarter section corner
thence continuing along said easterly line South 0021 34 West 2636 07 feet to the Southeast corner of said Section 21 thence along the Southerly line of said section North 89039 13 West
5282 88 feet to the Southwest corner of said section thence along the westerly line ofsaid section North 0033 47 East
3809 86 feet to the North sixteenth corner of said section thence continuing along said westerly line North 0034 31 East 1319 80 to the Northwest section corner thence along the northerly
line ofsaid section North 88029 37 East 532996 feet to the Point ofBeginning containing an area of632 2 acres more or less 799862 8 222 06rI 1111111111111111111111111111111111111111111111111111111
15 2006 01 E 2268 03 O 200E 08 OOA 51 of 52
This description is for exhibit purposes only The true legal description is Section 21 Township 7 South Range 2 West San Bernardino Base and Meridian County of Riverside State ofCalifornia
according to the Official Plat thereof Metes and Bounds description of a portion of Section 20 of T7S R2W S B M Commencing at the North sixteenth corner ofSection 20 Township 7 South
Range 2 West San Bernardino Base and Meridian being the Northeast corner ofthat certain parcel designated as Not aPart as shown by Parcel Map on file in Book 1 ofParcel Maps pages 44
through 46 thereof Records ofthe County ofRiverside California thence along the easterly line ofsaid Section 20 South 0033 47W adistance of974 13 feet to the True Point ofBeginning Thence
North 89025 58 West as distance of929 81 feet more or less to the Easterly line of the land conveyed to the Metropolitan Water District ofSouthern California by deed recorded Apri124
1968 as Instrument No 37774 Official Records ofsaid County Thence along said Easterly line North North 12032 09 East adistance of 762 69 feet Thence on aline parallel with the South
line of said parcel designated as Not aPart South 89025 58 East a distance of 77165 feet to the True Point ofBeginning containing an area of 14 57 acres more or less This description
is for exhibit purposes only 799862 8 2 22106 16 111111I1111111 11111111111111111111 11111111111111I111111 200E O 1622Ej tJ3 07 l06 08 JI A
r y RECORDING REQUESTED BY AND RETURNTO DOC 2003 01a 67 01 09 2003 08 00A Fee NC Page 1 or 83 R co d d in Official Records County of Riverside Gary L OrsD Ass ssoCounty Cl k R cod 1111111111111111111
111111111111111111111111111111111111 CITY CLERK CITY OFTEMECULA P O Box 9033 Temecula CA 92589 9033 EXEMPT FROM RECORDER S FEES Pursuant to Government Code Sections 6103 and 27383 M
S U PAGE SlZE DA peOR NOCOR SMF Mise G 2 I A R L COPY LONG REFUND NCHG EXAM Development Agreement DrnJ between City of Temecula and ASHBY USA LLC a California Limited Liability Corporation
PREANNEXATION AND DEVELOPMENT AGREEMENT By and Between THE CITY OF TEMECULA City and ASHBY USA LLC Owner lllllllOllllllHlllllffiIIIlllllllllllUlfllllUl o132f 2 r o
PREANNEXATION AND DEVELOPMENT AGREEMENT THIS PREANNEXATION AND DEVELOPMENT AGREEMENT the Agreement is entered into as of the rLday ofouo 2002 Agreement Date by and between Ashby USA
LLC a Limited Liability Corporation OWNER and the CITY OF TEMECULA a municipal corporation organized and existing under the laws of the State of California hereinafter CITY pursuant
to the authority of Sections 65864 through 65869 5 of the California Government Code Development Agreement Legislation and Article XI Section 2 of the California Constitution NOW THEREFORE
pursuant to the authority contained in the Development Agreement Legislation pursuant to Article XI Section 2 of the California Constitution and in consideration of the following recitals
of fact all of which are expressly incorporated into this Agreement the mutual covenants set forth in this Agreement the parties agree as follows INTENT OF THE PARTIES This Agreement
is predicated upon the following facts A The following paragraphs refer to and utilize certain capitalized terms which are defined in this Agreement The parties intend to refer to those
definitions in conjunction with the use thereof in these Recitals B The Development Agreement Legislation authorizes the CITY to enter into binding development agreements with persons
having legal or equitable interests in real property for the development of such property in order to among other matters ensure high quality development in accordance with comprehensive
plans provide certainty in the approval of development projects so as to avoid the waste of resources and the escalation in the cost of housing and other development to the consumer
provide assurance to the applicants for development projects that they may proceed with their projects in accordance with existing policies rules and regulations and subject to conditions
of approval in order to strengthen the public planning process and encourage private participation in comprehensive planning and reduce the private and public economic costs of development
assist in the financing of public improvements protect against initiatives moratorium processing or development and other actions inconsistent with the Project anticipated by this Agreement
assure reimbursement of OWNER in accordance with the terms of this Agreement and state and federal law and provide for economic assistance to OWNER for the entitlements authorizing development
related improvements C OWNER is the owner of certain real property the Property as more particularly described in Attachment 1 including a plat graphically depicting the real property
contained in Attachment 2 A portion of the Property 7113471 12 210012 1 111111111111 111111111111 111II11 lmllnlllllml 2@@3 O18587 0109 211308 130A 3 of 83
is within the current boundaries of CITY and a portion is proposed to be annexed into CITY from Riverside County OWNER desires to develop the Property in accordance with the provisions
of this Agreement the Existing Regulations and those regulations of other agencies exercising jurisdiction over the Project which are not inconsistent with the terms of this Agreement
and the Existing Regulations OWNER will refrain from developing any portion of the Property in a manner inconsistent with this Agreement and the Existing Regulations regardless of which
public agency has land use jurisdiction over the Property The agreed upon scope of Development of the Property is set forth in this Agreement expressly or by incorporation D OWNER has
sought and the CITY has agreed to this Agreement in order to assist in the creation of a beneficial project and a physical environment that will conform to and complement the goals of
the CITY create a development project responsive to community needs facilitate efficient traffic circulation and develop the Property in a manner beneficial to all parties As part of
the process of granting this entitlement the City Council of the CITY has required the preparation of and has certified the Project EIR in order to identify any significant environmental
effects arising from the Development and has otherwise carried out all requirements of the California Environmental Quality Act CEQA of 1970 as amended E The following actions were taken
with respect to this Agreement and the Project 1 On October 30 2002 following a duly noticed and conducted public hearing the City Planning Commission recommended that the City Council
approve the Final Environmental Impact Report for the Project Project EIR this Agreement the Proposed Annexation the General Plan amendments the Specific Plan and Tentative Map No 29353
hereafter A Map and 29661 hereafter B Map by adoption of its Resolution Nos 02 046 02 047 and 02 048 and making the findings of fact thereto 2 On November 26 2002 after a duly noticed
public hearing and pursuant to CEQA the City Council certified the Project EIR and adopted the Mitigation Monitoring and Reporting Program by adoption of its Resolution No 02 111 and
making the findings of fact thereto 3 On November 26 2002 after a duly noticed public hearing the City Council approved proceeding with the Annexation the General Plan Amendments the
Specific Plan and the A Map and B Map by adoption of its Resolution No 02 112 Ordinance No 02 13 and making the findings of fact thereto 4 On November 26 2002 after a duly noticed public
hearing the City Council introduced Ordinance No 02 14 approving and authorizing the execution of this Agreement and on December 17 2002 the City Council adopted 7113471 12 210012 2
llI lllllllllllilllnlllllllllllfllll 1111111111111111 2@@H18567 01183 200308 OOA 4 of 83
the Ordinance a copyof which is on file with the City Clerk of the CITY and the findings and conditions pertaining thereto F The CITY has engaged in extensive studies and review of the
potential impacts of the Project under the California Environmental Quality Act and all applicable Existing Regulations as well as the various potential benefits to the CITY by the development
of the Project and concluded that the Project is in the best interests of the CITY G In consideration of the substantial public improvements and benefits already provided and those to
be provided by OWNER and the Project as described in this Agreement in further consideration ofthe benefits that will inure to the CITY in conjunction with the implementation of the
Project and in order to strengthen the Project s public financing and planning process and reduce the economic costs of development by this Agreement the CITY intends to give and by
this Agreement gives OWNER assurance that OWNER can proceed with the Development of the Project for the Term of this Agreement pursuant to the terms and conditions of this Agreement
and in accordance with the Development Plan Approval s and the Existing Regulations This entitlement shall be effective for that portion of the Property within the jurisdiction of CITY
upon the Effective Date and shall be effective for that portion of the Property which is to be annexed to CITY from the County of Riverside upon the Annexation Date In reliance on the
CITY s covenants in this Agreement concerning the Development of the Property OWNER has and will in the future incur substantial indebtedness as well as costs in planning engineering
site preparation and the construction and installation of major infrastructure and facilities that OWNER would not incur but for the covenants of CITY provided in this Agreement Each
party agrees to act in good faith and shall reasonably cooperate with the other to cause the Annexation of the County of Riverside s portion of the Property to be completed at the earliest
possible opportunity H Pursuant to Section 65867 5 of the Development Agreement Legislation the City Council has found and determined that i this Agreement and the Development Plan Approval
s implement the goals and policies of the CITY s General Plan and the Specific Plan provide balanced and diversified land uses and impose appropriate standards and requirements with
respect to land development and usage in order to maintain the overall quality of life and the environment within the CITY ii this Agreement and the Project are in the best interests
of and not detrimental to the public health safety and general welfare of the CITY and its residents iii adopting this Agreement is consistent with the CITY s General Plan and constitutes
a present exercise of the CITY s police power and iv this Agreement is being entered into pursuant to and in compliance with the requirements of Section 65867 of the Development Agreement
Legislation I As to the portion of the Property presently within the jurisdiction of County of Riverside this Agreement shall serve as the prezoning of such real 7113471 12 112002 3
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property as the term is utilized in Califomia Government Code Section 65859 This Agreement shall become effective as to the County of Riverside portion of the Project concurrently with
the Annexation becoming effective without further action by either party J The CITY and OWNER agree that it may be beneficial to enter into operating memoranda additional agreements
or to modify this Agreement with respect to the implementation of the separate components of the Project when more information concerning the details of each component is available and
that this Agreement should expressly allow for such contemplated operating memoranda additional agreements or modifications to this Agreement 1 Definitions Unless the context otherwise
requires the terms defined in this Section 1 shall for all purposes of this Agreement or any supplemental agreement and any certificate opinion or other document herein mentioned have
the meanings herein specified All references herein to Articles Sections and other subdivisions are to the corresponding Articles Sections or subdivisions of this Agreement and the word
herein hereof hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article Section or subdivision hereof Accept means Acceptance pursuant
to the regular and ordinary procedures of the CITY Acceptance shall mean the CITY s final approval of the entirety of an On Site or Off Site Improvement as issued in the ordinary course
of business by the CITY for the certain type of On Site or Off Site Improvement under review Annexation means the process by which real property is lawfully brought under the jurisdiction
of the City of Temecula pursuant to the procedures of the County of Riverside Local Agency Formation Commission and all applicable law Annexation Date means the date upon which the Annexation
is final and effective as established by the County of Riverside Local Agency Formation Commission Authorizing Ordinance means Ordinance No 02 14 of the CITY approving this Agreement
Agreement CITY means the City of Temecula a California municipal corporation duly organized and existing under the Constitution and laws of the State of California and all of its officials
employees agencies and departments and assignees or successors 7113471 12 11 2002 4 111111 III 111I I I I 11111 111 1 11111111 1111 01Jg gH OR
City Council means the duly elected and constituted City Council of the CITY Commencement Date shall mean the date of the issuance of the first building permit within the Project or
the one year anniversary of the Effective Date whichever occurs first Develop or Development or Developing means the improvement of the Property for purposes consistent with the Development
Plan including without limitation subdividing grading the construction of infrastructure and public facilities the construction of structures and buildings and the installation of landscaping
all in accordance with the phasing provided for herein Development Agreement Legislation means Sections 65864 through 65869 5 of the California Government Code as it exists on the Agreement
Date Development Impact Fees or DlF means individually and in the aggregate the CITY s current development impact fees as set forth in Ordinance No 97 09 as amended as set forth in the
Temecula Municipal Code in Section 15 06 which are in effect on the Effective Date unless as specified in Section 4 1 1 3 Development Plan means the plan for Developing the Property
contained in this Agreement the City of Temecula General Plan as amended on November 26 2002 and as thereafter amended in accordance with Section 3 6 hereof the Specific Plan entitled
the Roripaugh Ranch Specific Plan the 29353 Map and the 29661 Map and the Project Final EIR including Mitigation Monitoring Program as finally adopted Any Future Development Approvals
approved in conformance with Section 3 7 hereof shall become an element of the Development Plan upon the final approval of the same Development Plan Approval s means the approvals of
the City Council and other governmental agencies and other actions and agreements described in Attachment 4 hereto including those amendments to this Agreement made in accordance with
Section 3 5 those amendments to the Development Plan Approvals made in accordance with Section 3 6 and those Future Development Approvals made in accordance with Section 3 7 Development
Transferee means a person or entity that expressly assumes obligations under this Agreement pursuant to Section 2 5 hereof Effective Date means the date the Authorizing Ordinance becomes
effective This date shall be the thirty first 3151 day after the second reading of the Authorizing Ordinance Existing Regulations means those ordinances rules regulations and official
policies of the CITY other than the Development Plan Approval s in effect 7113471 12 1112002 ll fll ll If 111 I I II III fll 111 o13 l 00 5
on the Effective Date which govern the permitted uses of the Property building heights the size of structures the density and intensity of use of the Property the timing fees and conditions
to Development exactions assessments the procedures for and types of permits required for the Development the provisions for reservation or dedication of land for public purposes and
the design improvement and construction standards and specifications applicable to the Property and the infrastructure required for the Development By way of enumeration and not limitation
the Existing Regulations include those portions of the items identified on Attachment 4 which apply to the Property The CITY has certified two copies of each of the documents listed
on Attachment 4 The CITY has retained one set of the certified documents and has provided OWNER with the second set The Existing Regulations also are approved and imposed as the zoning
and development criteria that apply to the portion of the Property currently within the County of Riverside pursuant to the City s authority to prezone property pursuant to California
Government Code Section 65859 Future Development Approvals means those entitlements and approvals that are made in accordance with Section 3 7 By way of enumeration and not limitation
the Future Development Approvals include actions such as development plan review tentative maps final maps use permits variances grading permits occupancy permits and building permits
Merchant Builder means a buyer assignee or transferee of one or more individual lots or tracts of the Project acquiring such lots or tracts for the purpose of engaging in the business
of developing constructing improvements improving or using such lots or tracts for development Off Site Improvements includes the improvements set forth on either or both Attachment
5 and in the Development Plan On Site Improvements means physical infrastructure improvements or facilities that are or will be located on the Property as described either or both in
the Development Development Plan and Attachment 5 OWNER is Ashby USA LLC and others who subsequently are assigned the rights and obligations ofOWNER pursuant to Section 2 5 hereof Planning
Commission means the duly appointed and constituted planning commission of the CITY Project means the development of the Property as set forth in the Development Plan Approval s Project
EIR means that environmental impact report prepared for the Project as certified on November 26 2002 Property means that certain real property described in Attachment 1 hereof 7113471
112 2002 6 llnl 1111111111111111 illlllmlllllmlll lllllllfll o 2 o io
Public Art Program means the plans guidelines and design criteria that will guide the CITY s review of public display art associated with the project Public Infrastructure Improvements
mean the improvements intended to be utilized by the public and described on Attachment 5 Specific Plan means the Roripaugh Ranch Specific Plan approved by the CITY on November 26 2002
and as thereafter amended from time to time in accordance with Section 3 6 of this Agreement Any reference in this Agreement to a Planning Area shall mean the specified Planning Area
as the same is set forth in the Specific Plan as adopted or as amended Specific Plan Area means the Property regardless of its location within or without the CITY on the Effective Date
Term means the time frames set forth in Section 2 3 2 General Provisions 2 1 BindinQ Covenants Except as otherwise provided for in this Agreement the provisions of this Agreement to
the extent permitted by law constitute covenants which shall run with the Property for the benefit thereof and the benefits and burdens of this Agreement shall bind and inure to the
benefit of the parties all successors in interest to the parties hereto to the extent provided for in this Agreement 2 2 Interest of OWNER OWNER represents that OWNER holds fee simple
title interest in the Property 2 3 Term This Agreement shall become effective on the Effective Date and shall continue for a ten 10 year term from the Commencement Date unless terminated
pursuant to this Agreement Unless terminated pursuant to Section 24 this Agreement shall terminate at 11 59 p m on the tenth 10th anniversary after the Commencement Date The final day
of this Agreements regulation of the Property shall change subject to and upon the facts and terms relating to a specific extension s force majeure revision s and termination provisions
of this Agreement Notwithstanding the foregoing in the event that a court of competent jurisdiction takes any action that stay or delays the Effective Date and subsequently enters after
all appeals or time to appeal have been exhausted a final judgment or issuance of a final order directed to the CITY to set aside withdraw or abrogate the approval of the City Council
of this Agreement then this Agreement shall be deemed to have no force or effect upon either party 2 4 Termination This Agreement shall be deemed terminated and of no further effect
except for any express covenants and agreements that expressly survive termination upon the occurrence of any of the following events 7113471 12 112002 7 1 11I11I1111I11111I1I1I111I11I1I11I11111I11I1
I1111I11I1 2@@Ht8567 19 1 08 2filI93 B8 OOR 9 of 83
2 4 1 Termination occurring pursuant to any provision of this Agreement including without limitation a termination in the event of default 2 4 2 The completion of the total build out
of the Development pursuant to the terms of this Agreement and the CITY s Acceptance of all dedications and improvements required to complete Development or 2 4 3 The expiration of the
Term as set forth in Section 2 3 2 4 4 The failure to form a Public Facilities Financing District Community Facilities District prior to the Commencement Date To provide notice to all
and not as a condition of the effectiveness of a termination of this Agreement the parties agree to execute and record terminations of or releases of this Agreement as may be requested
by either party 2 5 Transfers and Assi nments 2 5 1 Right to Transfer or Assign to End User OWNER and any Merchant Builder shall without the consent of the CITY or any other party have
the right from time to time and on such number of occasions as it chooses to sell assign or otherwise transfer any or all individual lots on final maps approved on the Property or any
portion thereof to any retail purchaser intending to occupy the unit as his or her principal residence End User at any time during the Term of this Agreement Absent an express written
assumption of the obligations or rights hereunder upon the sale assignment or other transfer to an End User of one or more individual lots this Agreement shall terminate with respect
to such lots without the execution or recordation of any further documentation For purposes of documentation only the transferor assignor shall provide CITY with written notice of the
name of the any End User that assumed rights or obligations hereunder together with a description of the assumed rights and obligations 2 5 2 Right to Assign to Merchant Builder Provided
OWNER has previously delivered the security required of that OWNER by Section 2 54 hereof to the CITY that OWNER shall without the consent of the CITY or any other party have the right
from time to time and on such number of occasions as it chooses to sell assign or otherwise transfer its interests in a portion of the Property together with some or all of its rights
and obligations under this Agreement with respect to the portion ofthe Property which is subject to transfer the Transferred Property to any Merchant Builder at any time during the Term
ofthis Agreement If the OWNER has not delivered the security required of that OWNER by Section 2 54 hereof to the CITY any assignment or transfer of the Transferred Property together
with some or all of that OWNER s rights and obligations under this Agreement with respect to the Transferred Property to a Merchant Builder requires the prior written consent of the
CITY which consent 7113471 12 11 2002 8 II III II 1m1 I f111 111I1 II II1 1111 III 111 2@@18@5637 01 09 2QfB 08 oon 10 of 83
shall not be unreasonably withheld or delayed Any transfer or assignment must be pursuant to a sale assignment or other transfer of an interest of such OWNER in a portion of the Property
and shall be subject to the following criteria and conditions i the transferor assignor shall notify the CITY at least twenty 20 days prior to the transfer of the name of the Merchant
Builder together with the corresponding rights and obligations if any being transferred to such Merchant Builder and ii the agreement between the transferor assignor and Merchant Builder
pertaining to such transfer shall provide and OWNER shall give CITY notice of such provision which obligations of OWNER under this Agreement the Merchant Builder shall be liable to perform
and acknowledging those obligations OWNER retains 2 5 3 Assignment of Rights to Subsequent OWNER Provided OWNER has previously delivered the security required of that OWNER by Section
2 54 hereof to the CITY that OWNER shall without the consent of the CITY or any other party party have the right from time to time and on such number of occasions as it chooses to sell
assign or otherwise transfer its interests in the Transferred Property together with its rights and obligations under this Agreement as an OWNER with respect to the Transferred Property
to another person or entity Subsequent Owner at any time during the Term of this Agreement If the OWNER has not delivered the security required of that OWNER by Section 2 54 hereof to
the CITY any assignment or transfer of the Transferred Property together with its rights and obligations under this Agreement as an OWNER with respect to the Transferred Property to
a Subsequent Owner requires the prior written consent of the CITY which consent shall not be unreasonably withheld or delayed Any transfer or assignment must be pursuant to a sale assignment
or other transfer of an interest of such OWNER in a portion of the Property and shall be subject to the following criteria and conditions i the transferor assignor shall notify the CITY
at least twenty 20 day prior to the transfer of the name of the Subsequent Owner together with the corresponding rights and obligations if any being transferred to such Subsequent Owner
and ii the agreement between the OWNER and Subsequent Owner pertaining to such transfer shall provide and OWNER shall give CITY notice of such provision which obligations of OWNER under
this Agreement the Subsequent Owner shall be liable to perform and acknowledging those obligations OWNER retains Upon transfer of title to the Transferred Property the Subsequent Owner
will be considered an OWNER for all purposes under this Agreement 2 5 4 Security for Transfer Prior to transferring or assigning all or a portion of that portion Property without obtaining
the prior written consent of the CITY OWNER shall post a corporate guarantee as security for the construction of the improvements described in Attachment 5 in an amount equal to the
costs attributed to those improvements listed on Attachment 5 The amount of the corporate guarantee will be proportionately reduced as the improvements described in Attachment 5 are
completed 7113471 12 112002 9 llllllffillll lllIlllIlflllll 1111I11I111111111I1 2@rJ3 @18567 191 08 003 08 onA 11 of 83
2 5 5 Effect of AssiQnment or Transfer Unless expressly set forth to the contrary in this Agreement CITY shall require OWNER to perform all promises duties and obligations set forth
in the Development Agreement with the sole exception of those which CITY has consented to be assigned or transferred to a Development Transferee CITY shall look only to the Development
Transferee to perform the obligations such party is expressly obligated to perform under this Agreement or the action occurring as required by this Agreement and shall require OWNER
to perform all other Obligations 3 Development Provisions 3 1 VestinQ 3 1 1 Project CITY covenants that OWNER has during the term of this Agreement the right to implement the Development
pursuant to the Development Plan Approvals and the Existing Regulations including without limitation all specified uses 2 015 residential dwelling units and 110 000 square feet of commercial
retail
development at the building heights building sizes lot sizes infrastructure standards and specifications densities and types of development provided for in the Specific Plan and the
CITY shall have the right to control the Development in accordance with the Existing Regulations the Development Plan and the prospective Development Plan Approval s Vested Right Except
as otherwise expressly specified in this Agreement the Development Plan Approval s shall control the design and development and review and approval of all Future Development Approvals
and all Off Site Improvements and appurtenances in connection therewith Except to the extent it has been amended canceled modified or suspended in accordance with the terms of this Agreement
this Agreement shall be enforceable by CITY OWNER or their respective assignees notwithstanding any change in any Existing Regulation 3 1 2 Limits on Development The California Supreme
Court held in Pardee Construction Company v City of Camarillo 37 Cal3d 465 1984 that the failure of the parties to address certain limits on a CITY s ability to restrict or regulate
a a development allowed a later adopted initiative to restrict the development This Agreement cures that deficiency by expressly addressing the timing for the Development the vested
rights afforded by this Agreement and the scope of the CITY s Reserved Authority Except as expressly set forth in the Development Plan Approval s regardless of any future enactment by
initiative or otherwise OWNER shall have the discretion to develop the Development in such order and at such rate in one phase or in multiple phases at such times as OWNER deems appropriate
within the exercise of its subjective business judgment Specifically the CITY agrees that OWNER shall be entitled to apply for and receive the Future Development Approvals and to develop
and use the Property at any time during the term of this Agreement provided that such application is made and such Development occurs in accordance with this Agreement the other Development
Plan Approval s and the Existing 7t1347t t211112002 10 1I11111111111ITIIII llIfllllllllllllllllllllllllfll 2@@H18567 01 09 2003 8 OOA 12 f 83
Regulations The CITY covenants that no Existing Regulation purports to limit the scope rate or timing of Development or alter the sequencing of Development in a manner inconsistent with
the Development Plan Approval s No future amendment of anyCITY law or future adoption of any CITY law or other action that purports to limit the scope rate or timing of Development on
the Property shall apply to the Property In particular but without limiting any of the foregoing no numerical restriction shall be placed by CITY on the number of dwellings units or
amount of commercial Development that may be built in any particular year on any portion of the Property other than as permitted by this Agreement 3 1 3 Entitlements Permits and Approvals
Cooperation 3 1 3 1 Processing CITY agrees that it shall accept and expeditiously process pursuant to CITY s regular procedures OWNER s applications for amendments to this Agreement
amendments to the Development Plan Approval s and the Future Development Approvals 3 1 3 2 Further Mitigation In connection with the issuance of any Future Development Approvals which
are subject to review under CEQA unless required under the California Public Resources Code and the Guidelines promulgated thereunder the CITY shall not impose any environmental land
use project alternatives or mitigation measures on OWNER or the Property beyond those referenced in the Development Plan Approval s 3 1 3 3 Other Permits The CITY further agrees to reasonably
cooperate with OWNER at no cost to the CITY in securing any County Local Agency Formation Commission State and Federal permits or authorizations which may be required in connection with
Development of the Property Except as expressly provided for in this Agreement this cooperation shall not require any economic contribution or similar consideration by the CITY 3 1 3
4 Litigation The CITY agrees to reasonably cooperate with OWNER in all reasonable manners in order to keep this Agreement in full force and effect If any legal action is instituted by
a third party or other governmental entity or official challenging the Development Plan Approval s or Future Development Approvals the parties hereby agree to cooperate in the defense
of this action CITY shall defend its interests under this Agreement using attorneys of its own sole selection and OWNER agrees that OWNER shall be responsible for all of CITY s costs
including but not limited to attorneys fees costs expert witnesses travel exhibits displays and the like OWNER shall reimburse CITY its costs within thirty 30 calendar days of receipt
of any invoice s by OWNER requesting payment for any such costs 7113471 111122002 11 1 rnllllni llmIllllIlIlllllllllllIlllllllllIl 2@@18@5637 01108 200308 190R 13 of 83
3 1 3 5 Acquisition of Off Site Property 3 1 3 5 1 The CITY shall not postpone or refuse approval of a Future Development Approval because the OWNER or Development Transferee has failed
to acquire off site property required for the construction or installation of Off Site Improvements so long as OWNER complies with Subsection 3 1 3 5 3 CITY shall use its authority pursuant
to California Government Code Section 66462 5 to seek to acquire the necessary interests 3 1 3 5 2 If there are delays in the acquisition of the right of way for the off site or County
of Riverside portions of Butterfield Stage Road CITY may in its discretion issue additional building permits beyond the Five Hundred Tenth 510th The additional building permits beyond
the 510th shall be limited to no more than Fifty 50 every six months In no event shall the CITY issue more than a total ofTwo Hundred 200 additional building permits beyond the initial
510 permits 3 1 3 5 3 To the extent the OWNER or a Development Transferee does not have sufficient title or interest in the real property to be improved to permit an Off Site Improvement
to be made the OWNER or Development Transferee shall make a good faith effort to acquire the required property in a timeframe calculated to allow for the orderly development of the Project
If the OWNER or Development Transferee is unable to acquire the required property the CITY shall consider in good faith the acquisition of the required property Subject to the following
if the CITY is unable to acquire the required property by negotiation or condemnation within the time frame provided for in Government Code Section 66462 5 the CITY shall not use such
failure as grounds to deny Future Development Approvals except for building permits for the Project despite the fact that the Off Site Improvement has not been completed subject to OWNER
delivering to CITY the full sum of monies described hereafter Further the CITY s obligation to continue to issue Future Development Approvals as provided for in this Section is contingent
upon i the applicable OWNER or Development Transferee having made a timely submittal of the improvement plans required for the respective Off Site Improvement to the CITY and ii consistent
with Government Code Section 66462 5 the OWNER or Development Transferee entering into an agreement with the CITY to reimburse the CITY for costs incurred by the CITY in acquiring the
required property and iii so long as OWNER or Development Transferee has deposited with CITY an amount equal to the CITY s calculation of the costs necessary to design the Off Site Improvements
acquire the real property enter into a contract for such public work subject to all legal requirements and to construct the Off Site Improvement s which are uncompleted OWNER s funding
obligations under this section may be satisfied through the public facility financing plan described in Section 4 3 CITY may use these funds for community circulation transportation
improvements within the Specific Plan Area in its sole discretion 7113471 12 1112002 12 1111 1111111111 1111I11111111II1 1111111 1111111111111 2@@H18567 01 198 21193 08 oon 14 of 83
3 2 Reserved Authoritv 3 2 1 Uniform Codes This Agreement shall not prevent the CITY from applying new uniform construction standards adopted by the State of California as State Codes
such as the Uniform Building Code National Electrical Code Uniform Mechanical Code or Uniform Fire Code to the Development provided those same standards are applied to all other development
within the CITY 3 2 2 State and Federal Laws and Regulations Subject to compliance with the requirements of this Section 3 2 2 the Property may be subject to subsequently enacted state
or federal laws or regulations which preempt local regulations or mandate the adoption of local regulations and are in conflict with the Development Plan Approval s Upon the identification
of a subsequently enacted federal or state law meeting the requirements of this Section CITY or OWNER shall provide the other parties with written notice of the state or federal law
or regulation provide a copy of the law or regulation and a written statement of conflicts with the provisions of this Agreement Promptly thereafter CITY and OWNER shall meet and confer
in good faith in a reasonable attempt to determine whether a modification or suspension of this Agreement in whole or in part is necessary to comply with such federal or state law or
regulation In such discussions CITY and OWNER agree to preserve the terms of this Agreement and the rights of OWNER as derived from this Agreement to the maximum feasible extent while
resolving the conflict CITY agrees to cooperate with OWNER in resolving the conflict in a manner which minimizes any financial impact of the conflict upon OWNER without materially increasing
the financial obligations of CITY under this Agreement CITY also agrees to process in a prompt manner OWNER s proposed changes to the Project as may be necessary to comply with such
Federal or State law provided however that the approval of such changes by CITY shall be subject to the discretion of CITY consistent with this Agreement 3 2 3 Regulation for Health
and Safety Nothing in this Agreement shall be construed to be in derogation of CITY s police power to protect the public health and safety from a sudden unexpected occurrence involving
a clear and imminent danger demanding immediate and interim action to prevent or mitigate loss of or damage to life health property or essential public services involving the Property
or the immediate community Exigent Event Upon discovery of an Exigent Event CITY may suspend this Agreement for a period reasonably necessary to analyze evaluate and develop a response
to the Exigent Event following delivery of written notice of suspension to OWNER Immediately thereafter the suspension shall end and CITY shall provide the OWNER with written notice
of the existence of the Exigent Event a detailed explanation of the CITY s proposed action and a written statement of conflicts with the provisions of this Agreement Promptly thereafter
CITY and OWNER shall meet and confer in good faith in a reasonable attempt to determine 7113471 121 112002 13 IOII11111 111 1 lIlrlllflllllllllllllllllllll llljl Ol @g t oo
whether a modification or suspension of this Agreement in whole or in part is necessary to comply with the Exigent Event In such discussions CITY and OWNER agree to preserve the terms
of this Agreement and the rights of OWNER as derived from this Agreement to the maximum feasible extent while resolving the conflict CITY agrees to cooperate with OWNER in resolving
the conflict in a manner which minimizes any financial impact of the conflict upon OWNER without materially increasing the financial obligations of CITY under this Agreement CITY also
agrees to process in an expedited manner OWNERs proposed changes to the Project as may be necessary to comply with the Exigent Event provided however that the approval of such changes
by CITY shall be subject to the discretion of CITY consistent with this Agreement 3 3 Further Assurances to OWNER ReQardinQ Exercise of Reserved Authoritv 3 3 1 Judicial Review Based
on the foregoing if OWNER judicially including by way of a reference proceeding challenges the application of a future rule regulation or policy as being in violation of this Agreement
and as not being applied in accordance with the Reserved Authority OWNER shall bear the burden of alleging that such rule regulation or policy is inconsistent with the Existing Regulations
and the Development Plan Approval s and the CITY shall thereafter bear the burden of proof in establishing by a preponderance of the evidence that such regulation was adopted pursuant
to and in accordance with the Reserved Authority and was not applied by the CITY in violation of this Agreement 3 4 Consistent and Inconsistent Enactments 3 4 1 No Conflicting Enactments
The CITY shall not enact a rule regulation ordinance policy permit or other measure collectively Law nor take any action applicable to the Project or the Property which governs the rate
timing scope intensity use density manner or sequencing of the Development or any part thereof and which is inconsistent or in conflict with the Development Plan Approval s By way of
enumeration and not limitation any law action or inaction whether by specific reference to the Project this Agreement or otherwise shall be considered to conflict if it 3 4 1 1 Restricts
the Vested Rights described in the Agreement or in any way limits or reduces the rate timing scope intensity use density manner or sequencing of the Development or otherwise requires
any reduction or increase in the number size height or square footage of lot s structures buildings or other improvements modifies the standards and specifications applicable to the
infrastructure required for the Development or requires additional dedications exactions fees or mitigation other than that provided for in the Agreement 7113471 12 1112002 14 111m1IIIrl1
1111 1II111111fllllll IlIlflll 1111I1 m 111113 @i
3 4 1 2 Is consistent with Section 34 1 1 hereof but is not uniformly applied by the CITY to all substantially similar development within the CITY or 3 4 1 3 Imposes a new permit requirement
or procedure not already part of the Existing Regulations 3 4 2 Consistent Enactments By way of enumeration and not limitation the following types of enactments shall be considered consistent
with this Agreement and Existing Regulations and not in conflict 3 4 2 1 Transfers of units or permitted uses as requested by OWNER within the Property as provided for in Sections 2
and 3 of the Specific Plan 3 4 2 2 Changes in the phasing of the Development pursuant to an application from OWNER and approved by the CITY and 3 4 2 3 Any legislative enactment authorized
by this Agreement 3 4 3 Consistency Between This Agreement the Development Plan Approval s and Existing Regulations To the extent a conflict exists or develops between the Existing Regulations
and the Development Plan Approval s the Development Plan Approval s shall be controlling To the extent a conflict exists or develops between this Agreement and anyother Development Plan
Approval s this Agreement shall be controlling 3 4 4 Map Act Consistency As required by California Government Code Section 65867 5 any tentative map prepared for the Project shall comply
with California Government Code Section 66473 7 3 5 Amendment of Development AQreement 3 5 1 Initiation of Amendment Either CITY or OWNER may propose an amendment to this Agreement An
operating memorandum as defined below is not an amendment of this Agreement 3 5 2 Changes Requiring an Amendment Unless otherwise required by law neither an amendment to the Development
Plan Approval s nor the approval of a Future Development Approval shall require an amendment of this Agreement unless the amendment 3 5 2 1 Materially alters the permitted uses of the
Property as a whole in a manner inconsistent with the procedures established in the Specific Plan 7113471 12 112002 15 111111111j 1IIIIIUlllj llilllllllllllllilll llllll o1 2 @i jr r30
A
3 5 2 2 Property as a whole Increases the density or intensity of use of the 3 5 2 3 permitted buildings Notwithstanding anything to the contrary herein an amendment of this Agreement
is not required if OWNER pursues entitlements permits or approvals pursuant to a waiver of vested rights as provided for in Section 3 1 Increases the maximum height and size of 3 5 3
Procedure The procedure for proposing and adopting an amendment to this Agreement shall be the same as the procedure required for entering into this Agreement in the first instance 3
5 4 Consent Any amendment to this Agreement shall require the written consent of both the CITY and the OWNER whose portion of the Property would be materially affected by the amendment
No amendment to all or any provision of this Agreement shall be effective unless set forth in writing signed by duly authorized representatives of the CITY and the applicable OWNER and
adopted pursuant to legal requirements imposed on CITY An amendment of this Agreement does not require require the consent of a Development Transferee unless the rights duties or obligations
of the Development Transferee are affected To the extent the consent of an OWNER that did not initiate the amendment is necessary that OWNER shall not unreasonably withhold its consent
Notwithstanding the above that OWNER shall consent to the amendment on or before the thirtieth 30th day after receipt of notice of the initiation of the amendment if as determined in
that OWNER s reasonable business judgment that proposed amendment will not have a material adverse impact on the Development of that OWNER s portion of the Property 3 5 5 Operating Memoranda
The parties acknowledge that refinements and further development of the Project may demonstrate that changes are appropriate with respect to the details and performance of the parties
under this Agreement The parties desire to retain a certain degree of flexibility with respect to the details ofthe Development Plan and with respect to those items covered in general
terms under this Agreement If and when the parties and if applicable a Development Transferee mutually find that nonsubstantive changes adjustments or clarifications are appropriate
to further the intended purposes of this Agreement and such are not materially inconsistent with the Development Plan Approval s they may unless otherwise required by law effectuate
such changes adjustments or clarifications without amendment to this Agreement through one or more operating memoranda mutually approved by the City Manager or designee on behalf of
the CITY and by any corporate officer or other person designated for such purpose in a writing signed by a corporate officer on behalf ofOWNER which after execution shall be attached
hereto as addenda and become a part hereof Unless otherwise required by law or by the Development Plan Approval s no such changes 7113471 1I2 12002 16 1111111 1IIIIml1111111I11 1111I1
111111 1111111111111111 2@@H18567 I1 09 2fJ03 08 OOR 18 of 83
adjustments or clarifications shall require prior notice or hearing public or otherwise Nothing herein shall authorize the delegation of authority to the City Manager or designee contrary
to California or Federal Law CITY shall record all Operating Memoranda and thereafter shall attach the recorded instrument to the CITY s original Agreement and shall provide OWNER a
duplicate copy 3 6 Future Amendments to Development Plan Approvals The following rules apply to future amendments to the Development Plan Approval s except that Section 3 5 5 shall control
with respect to a nonsubstantive adjustment ofthis Agreement and Section 3 7 shall control with respect to Future Development Approvals 3 6 1 OWNER s Written Consent It is contemplated
by the parties that mutually agreed upon amendments to the Development Plan Approval s may be necessary Any amendments to the Development Plan Approval s to which OWNER does not agree
in writing shall not apply to the Property or the Project while this Agreement is in effect 3 6 2 Concurrent Development Agreement Amendment Any entitlement requiring amendment of this
Agreement as provided for in Section 3 5 hereof shall be processed concurrently with an amendment to this Agreement in the manner required by law 3 6 3 Effect ofAmendment Except as expressly
set forth within this Agreement an amendment of the future Development Plan Approval s will not alter affect impair or otherwise impact the rights duties and obligations of the parties
under this Agreement To the extent an amendment to the Development Plan Approval s is approved in accordance with Section 3 6 1 the amendment shall constitute for all purposes a Development
Plan Approval and shall be treated as if it were in existence on the Effective Date 3 7 Future Development Approvals 3 7 1 Exercise of CITY Discretion In connection with Future Development
Approval s or any other actions which the CITY is expressly permitted to make under this Agreement relating to the Project the CITY shall exercise its discretion or take action in a
manner which complies and is consistent with the Development Plan Approval s and the Existing Regulations 3 7 2 Concurrent Development Agreement Amendment Any Future Development Approval
requiring amendment of this Agreement as provided for in Section 3 5 hereof shall be processed concurrently with an amendment to this Agreement 3 7 3 Effect of Future Development Approvals
Except as expressly set forth within this Section 3 7 a Future Development Approval will not alter affect impair or otherwise impact the rights duties and obligations of 7113471 12 1112002
17 lliljllllllllllllllIl1 1111 IIIUfIIIIlIIlI 111111 III 1111 2@@HI8587 fj 1 09 2fil03 08 tJOA 18 of 83
the parties under this Agreement To the extent a Future Development Approval is approved in accordance with Sections 3 7 1 and 3 7 2 the Future Development Approval shall constitute
for all purposes a Development Plan Approval and shall be treated as if it were in existence on the Effective Date 4 Obliqations of the Parties 4 1 Fee and Exaction Related Responsibilities
4 1 1 Development Impact Fees CITY has adopted an ordinance requiring the payment of Development Impact Fees DIF This Agreement affects the means by which the DIF are collected and accounted
for as regards the Project The CITY will credit and thus not require cash payment to the CITY from OWNER except as where cash payments are specified in this Agreement The per unit credit
against otherwise payable DIF will be calculated at the time each building permit is obtained by OWNER as issued by CITY CITY will carry the credit in its accounts and the samewill be
evidence of an indebtedness OWNER owes to CITY CITY will grant the credit to OWNER and deem the debt satisfied at such time as CITY Accepts that part of the Public Infrastructure Improvements
that are within the scope of each individual DIF category specified hereunder In the event OWNER fails to obtain the CITY s Acceptance of the Public Infrastructure Improvement then CITY
may elect to i deem the DIF that is applicable to the type of improvement or subject matter then due and payable in the full amount OWNER would have been required to pay pursuant to
the DIF schedule in effect when the building permit is issued by CITY for each building permit ii cease further issuance of building permits for all or any portion of the Project iii
seek specific performance of the Public Infrastructure Improvements or iv seek any other remedy available in law or equity CITY s election may include anyone or any combination of the
foregoing remedies The DIF is comprised of several components each corresponding to different elements of the Public Infrastructure Improvements The individual component and the credit
credit if any is set forth hereunder 4 1 1 1 Street Improvement DIF Component The OWNER shall be granted a credit for One Hundred Percent 100 of the Street Improvement component so long
as OWNER completes and CITY Accepts the Public Infrastructure Improvements 4 1 1 2 Traffic Signal DIF Component The OWNER shall be granted a credit for One Hundred percent 100 of the
Traffic Signal component so long as OWNER completes and CITY Accepts the Public Infrastructure Improvements 7113471 112 2002 18 11111111111111111111111111111111I1111111 1111111111111111
2@@H18567 Ol 08 2@308 lOR 20 of 83
4 1 1 3 Library and Corporate Facilities OIF Components These components require cash payment of the fees in effect at the time of issuance of each building permit 4 1 1 4 Fire OIF Component
The OWNER shall be granted a credit for One Hundred percent 100 of the Fire component so long as OWNER completes and CITY Accepts the Fire Service Improvements as defined in Section
4 1 6 a and b 4 1 1 5 Park and Recreation OIF Component The OWNER shall be granted a credit for One Hundred percent 100 of the Park component so long as OWNER completes and CITY Accepts
the Park improvements The Parks shall be built in accordance with the Specific Plan which includes the following specific matters a A 19 7 acre Sports Park Planning Area 27 b A 5 1 acre
Neighborhood Park Planning Area 6 c The developer shall also be responsible to design and construct not less than a half width street and right of way improvements related grading and
utility connections to the park site at the Developer s cost with no credits towards the Park Park component of DIF In addition to any other improvements OWNER shall construct at its
own cost not later than the thirtieth 30th day before the Acceptance of each park including the following 1 Street and right of way improvements adjacent to the Sports Park including
Butterfield Stage Road and the North Loop 2 Street and right of way improvements adjacent to the Neighborhood Park including Murrieta Hot Springs Road and A Street as referenced in the
Specific Plan 4 1 1 5 1 General Parks Provisions a All real property shall be conveyed as provided for in Section 4 1 1 5 and 4 1 OWNER shall demonstrate the condition of title pursuant
to CLTA title insurance policies in an amount equal to both the value of the land and the actual costs of the improvements located thereon b OWNER shall work with the CITY to design
the Community Sports Park and the Neighborhood Park site to the satisfaction of the Director of Community Services and consistent with the requirements of Section 4 2 1 of the Specific
Plan c The Community Sports Park will generally be improved with two 2 lighted full sized soccer fields two 2 lighted full sized ball fields two 7113471 121l1l2002 19 TIIIIII 1111111
1111 111111 11111111111111111111111111 111111 2@ili1l38567 m a1 09 2flfJ3 08 DBA 21 of 83
2 lighted basketball courts a restroom concession maintenance building age appropriate play structures picnic shelter concrete walkways and parking improvements The Park DIF credit allocated
to OWNER under this Agreement for the design and construction of the Community Park is 2 909 989 00 OWNER shall provide verification to the CITY of actual design and construction costs
Any and all design and construction cost in excess of 2 909 989 00 shall be the sole responsibility of OWNER The Community Sports Park shall be completed including the completion of
the 90 day maintenance and establishment period to the satisfaction of the Director of Community Services and the grant deed Accepted by the City Council prior to the issuance ofthe
700th residential building permit in the Project d The Neighborhood Park will generally be improved with age appropriate play structures one 1 lighted basketball court restroom picnic
shelter open turf area concrete walkways and parking improvements The Park DIF credit allocated to to OWNER under this Agreement for the design and construction of the Neighborhood Park
is 625 000 OWNER shall provide verification to the CITY of actual design and construction costs Any and all design and construction cost in excess of 625 000 shall be the sole responsibility
of OWNER The Neighborhood Park shall be completed including the completion of the 90 day maintenance and establishment period to the satisfaction of the Director of Community Services
and the grant deed Accepted by the City Council prior to the issuance of the 400th residential building permit in the Project 4 1 1 5 2 Private Recreation Space a 201 Acres of Open Space
This real property is generally located north and northeast ofthe Property OWNER has a legal commitment to participate in County Assessment District No 161 Subregional Habitat Conservation
Plan CITY and OWNER recognize that OWNER has committed approximately 201 acres of open
space to permanent open space and native habitat preservation use Preservation Site OWNER and CITY agree to use their best efforts to cause the control jurisdiction and management of
the Preservation Site to be transferred to the CITY The final decision to accept the maintenance and or ownership of the Preservation Site will be at CITY s sole discretion b Private
Recreation Facility Improvements OWNER has developed renderings depicting recreation facilities to be located in the private recreation areas planned on the Property OWNER has further
represented and listed a scope of uses activities amenities and items of 7113471 121l1 2002 20 I IIlIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 2@@3 @18567 1 fil3 2t0u 08 non
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personal property that will be provided within the private recreation area The listing of these items together with the size and scope of the recreation facilities is set forth on Attachment
6 hereto titled Recreation Amenities OWNER agrees that the buildings improvements items of personal property and programs set forth thereon will be developed constructed installed and
implemented in accordance with the provisions set forth in the Specific Plan 4 1 2 Quimby Fee The Project pursuant to the requirements of Section 16 33 of the CITY s Subdivision Ordinance
is obligated to provide 28 71 acres of real property for park and recreation purposes This requirement will be satisfied in full upon CITY s Acceptance of the real property and the OWNERs
completion of the private recreation components as described in Sections 2 8 1 and 4 2 2 of the Specific Plan 4 1 3 Development Agreement Fee OWNER shall pay to the CITY the aggregate
sum of money determined by the following formula Add the sum of the following formula 1 1 500 x 2015 the maximum number of residential dwelling units allowed under the Specific Plan
3 022 500 To the sum ofthe following formula 3 00 x 110 000 the maximum amount of square feet of commercial development allowed under the Specific Plan 330 000 Total sum due CITY 3 352
500 4 1 3 1 CITY Collection of Funds a OWNER shall pay to CITY and CITY shall accept the sum of Two Million Dollars 2 000 000 00 out of the Development Agreement Fee for CITY to use
for the provision of the Fire Service Improvements described in Section 4 1 6 The monies shall be paid to CITY within thirty 30 calendar days of the formation and funding of the public
finance district referenced in Section 4 3 This fee is nonrefundable to OWNER regardless of the continuing status of this Agreement b CITY shall defer collection of the remaining monies
attributable to this Development Agreement Fee 1 352 500 00 to the formation of the public finance district At the time the public facilities finance mechanism as referenced in Section
4 3 is funded this debt will be deemed satisfied in full If the financing mechanism is not in place on the Commencement Date and the parties have waived the termination of this Agreement
pursuant to Section 244 OWNER shall without demand by CITY deliver CITY the sum of 1 352 500 00 on the day immediately following the described one year anniversary date 7113471 12 1112002
21 1111111 1111111 1I1I 1111111111 111I11111111 IIIIIIIlllllllr o@9@t tl
4 1 4 Fee for Public Art Open Space and Habitat Preservation In consideration of CITY s performance pursuant to the terms of this Agreement OWNER agrees to pay to City a fee of Two Hundred
Dollars 200 00 per dwelling unit which the CITY agrees to use for City owned public art and open space and habitat preservation purposes The fee will be paid upon the issuance of each
building permit for a residential unit The CITY agrees to use all proceeds of the art fee paid pursuant to this Section on a site located within the Property Notwithstanding the foregoing
CITY agrees to waive and or defer the following sums pursuant to the following terms a Credit in the amount of One Hundred Fifty Dollars 150 00 per residential unit in consideration
of OWNERS contribution of approximately 200 acres of open space and other contributions towards the acquisition of open space lands b Credit in the sum of Fifty Dollars 50 00 per residential
unit so long as OWNER provides the full sum Art in Public Places monies calculated by multiplying the number of units permitted by the Specific Plan times the 50 00 sum per unit Prior
to the issuance of the 30151 building permit the OWNER shall prepare and submit to CITY for review and approval a Public Art Program The design of the art piece s shall be approved by
the Community Services Director pursuant to such Public Art Program The location of the art piece s shall be consistent with the approved Public Arts Program The approved public art
shall be installed by OWNER and Accepted by CITY prior to the issuance of the 51 Oth building permit within the Project 4 1 5 Transit Contributions a Transit Mitigation Fee A Transit
Mitigation Fee in the amount of Three Hundred Thousand Dollars 300 000 00 shall be paid by OWNER to CITY prior to the 510th building permit being issued by CITY for the project The funds
may be used to further any objective of the Agreement between the CITY and RTA b Park N Ride OWNER shall provide as described in the Specific Plan fifty 50 designated park n ride spaces
for public use prior to the issuance of the 151 building permit in Planning Areas 10 12 14 through 23 31 33A and 33B The spaces shall be consistent with the standards set forth in the
Specific Plan 4 1 6 Fire Service Improvements The following shall satisfy OWNER s obligations regarding this component a Conveyance of Land On or before the thirtieth 30th calendar day
after the Annexation Date of this Agreement OWNER accomplish the following 7113471 12 112002 22 001 I I I IU I I UIIII IIIU Ji r OOA
1 Fee simple title shall be conveyed to CITY free and clear of all liens and matters of record 2 OWNER shall provide CITY a CLTA insurance policy insuring CITY s title to the Station
Site in an amount equal to the fair market value of the Station Site 3 The parcel shall have not less than one and one half 1 5 acre offlat land usable for development as a CITY fire
station In no event shall the site be in excess of three 3 gross acres b Gradinq Prior to the issuance of the first 1st building permit OWNER shall rough grade the parcel Grading of
the fire station site will require the approval of grading and improvement plans and the issuance of permits for property located in the County of Riverside The CITY agrees to use its
best efforts to obtain a Joint Powers Agreement with the County of Riverside to accomplish these and other Project improvements if necessary c Construction Section 4 1 3 1 OWNER shall
tender the sum ofTwo Million Dollars 2 000 000 00 and CITY shall accept the money from OWNER for the purpose of CITY s design and construction of a Fire Station and acquisition of title
to a fire truck of CITY s sole selection Until the Fire Station is constructed staffed equipped and deemed operational by the Fire Chief of CITY and the secondary access as defined ion
Attachment 5 is completed OWNER and any Development Transferee shall not be issued and shall not seek the issuance of any building permit in any Planning Area as the same is defined
in the Specific Plan with the sole exception of a total of One Hundred Seven 10th residential building permits within Planning Areas 1A 2 and 3 except as described in the following paragraph
Upon receipt of the right to the Two Million Dollars 2 000 000 00 and the real property CITY shall commence and complete the design and construction of the Fire Station CITY anticipates
completing the construction of the Fire Station on or before twenty four 24 months from the date the monies and land are received The Fire Chief in his sole discretion may allow a maximum
of 250 residential building permits total for the Project to be issued within Planning Areas 1A 2 3 4A and 48 so long as the permanent fire station and the secondary access as defined
in Attachment 5 are substantially under construction at the time such additional building permits are requested d Fire Station Construction Street Improvements OWNER shall subject to
final review and Acceptance by CITY construct the street improvements adjacent to the Fire Station in conformance with the conditions set forth in this Agreement and subject to the CITYs
approved street improvement plans for the public street s which are immediately adjacent to the Fire Station OWNER shall commence and complete the street improvements including but not
limited to asphalt concrete travel lanes concrete curb and 7113471 12 11 2002 23 lllllllllllllllllllllllllllllllllllllllllfllllllllllUl o o g k
gutter sidewalk per Specific Plan and right of way landscaping as required by CITY The improvements described in this Section shall be completed not less than thirty 30 calendar days
prior to the date the CITY will place the Fire Station in full operation e Release Upon the funding of the public finance district or other financing mechanism and CITY s ability to
utilize such monies for construction of a permanent fire station as described in Section 4 1 6 and the Acceptance of title to the site then OWNERs further obligations to pay the Fire
component of the DIF will be credited by CITY and CITY shall not impose restrictions on building permit issuance based upon nonpayment of the Fire component of the DIFf Limitation on
Participation The OWNER agrees to not participate in the design or construction of the Fire Station even if it is funded by a public financing district However to ensure architectural
compatibility with future development CITY agrees to allow OWNER s architect to coordinate with the architect hired by CITY for the sole purpose of providing input into the architectural
themes of the exterior to the Fire Station 4 1 7 Other Fees a Processinq and Application Fees OWNER shall pay the application and processing fees customarily imposed on the type of entitlement
or permit sought at the rate and in the amount imposed by CITY pursuant to the fee schedule resolution or ordinance applicable to all projects in the CITY and in effect at the time the
application is submitted to and accepted as complete by the CITYb Transportation Uniform Mitiqation Fee TUMF TUMF is anticipated to be adopted by both CITY and the County of Riverside
OWNER shall pay all TUMF fees that are required to be paid under TUMF in accordance with the terms of the program that are in effect at the time OWNER obtains each building permit OWNER
may apply for credits or reimbursement in conformance with the adopted TUMF program provisions 4 2 Phvsicallmprovements In consideration of the CITY s promises and performances OWNER
agrees to the following 4 2 1 Off site Improvements Subject to CITY s assistance and pursuant to Section 3 1 3 5 OWNER shall be solely responsible for funding acquiring right of way
slope easements rights of entry temporary construction easements as well as constructing all improvements identified in Attachment 5 4 2 2 On Site Improvements OWNER shall be solely
responsible for funding acquiring right of way slope easements rights of entry 7113471 112 2002 24 11111111111111111111111111111111I1111111111 1111111111111 2@OH18567 19 1 09 2003 08
00ft 2E of 83
temporary construction easements as well as constructing all other On Site limprovements necessary to accomplish the Development in whole or part 4 3 Public Facility FinancinQ Plan In
consideration for OWNER s commitments under this Agreement to provide certain On Site and Off Site Improvements and to assist in the formation thereof the CITY agrees to use best efforts
to cause to be formed a means to finance the Improvements which most likely will be a Community Facilities District CFD The parties agree that no residential building permit within any
Planning Area regardless of whether the improvements will be public or private or commercial or residential shall be issued until the CFD is formed and funded CITY shall determine the
appropriateness of all proposed improvements financed through the CFD 4 4 Related Real Property Conveyances Conditions to Development AQreement 4 4 1 Liens Encumbrances and Environmental
Conditions All real property dedicated to the CITY pursuant to this Agreement shall be free and and clear of any and all matters of record that the CITY objects to in its sole discretion
including but not limited to matters which require the direct payment of money excluding all non delinquent taxes and assessments including but not limited to deeds of trust and mechanic
liens The real property shall also be dedicated free of other encumbrances of record that would prevent the CITY from using such dedicated facility for its intended use as identified
herein or as reasonably inferred as relating to such use Further the real property shall be warranted to the best of OWNER s actual knowledge to be free of any known environmental conditions
that would prevent the real property from being used as intended by the CITY OWNER shall provide the CITY copies of all reports investigations and analysis that discuss the environmental
condition of the real property 4 5 Reclaimed Water Facilities and Use OWNER and CITY recognize that the State of California has adopted laws which address the use of recycled and reclaimed
water for landscaping and open space irrigation use Particularly the Water Recycling in Landscaping Act California Government Code Section 65601 et seq imposes obligations to utilize
recycled water when certain circumstances are present CITY also recognized OWNER seeks certainty as to its development obligations The parties hereby agree to use their best efforts
to relieve or defer OWNER s obligation to provide recycled water service to the Project subject to all legal requirements imposed on CITY or OWNER to provide recycled water for landscaping
and open space irrigation use 5 Indemnification and Defense Except to the extent of the active negligence or willful misconduct of the Indemnified Parties as defined below OWNER with
respect to the Property and the Development Transferee with respect to the portion of the Property transferred to that Development Transferee agree that during the Term of this Agreement
to defend the CITY and its agents 7113471 1211112002 25 111111111111 lIl1l1llmlll 11I11111I1I111111111I1 01 o @1j r
officers contractors attorney and employees the Indemnified Parties from and against any claims or proceeding against the Indemnified Parties to set aside void or annul the approval
of this Agreement OWNER and Development Transferee may be individually referred to herein as Indemnifying Party and collectively as Indemnifying Parties Each Indemnifying Party shall
retain settlement authority with respect to any matter concerning that Indemnifying Party provided that prior to settling any such lawsuit or claim with respect to that Indemnifying
Party the Indemnifying Party shall provide the CITY and the other Indemnifying Parties with a minimum ten 10 business days written notice of its intent to settle such lawsuit or claim
If the CITY or the other Indemnifying Parties in their reasonable discretion do not desire to settle such lawsuit or claim it may notify the applicable Indemnifying Party of the same
in which event the applicable Indemnifying Party may still elect to settle the lawsuit or claim as to itself itself but the non settling parties may elect to continue such lawsuit at
their cost and expense so long as i with respect to the CITY the CITY s decision is predicated upon a legitimate and articulated threat to either the exercise of its police powers or
a risk of harm to those present within the CITY or ii with respect to the other Indemnifying Parties the decision is predicated upon a legitimate and articulated threat to the Development
of that Indemnifying Party s property 6 Relationship of Parties OWNER is not the agent or employee of the CITY The CITY and OWNER hereby renounce the existence of any form ofjoint venture
or partnership between them and agree that nothing contained in this Agreement or in any document executed in connection with the Project shall be construed as making the CITY and OWNER
joint ventures or partners 7 Periodic Review of Compliance with Aqreement 7 1 Periodic Review The CITY and OWNER shall review this Agreement once every 12 month period from the Effective
Date until the Agreement terminates The CITY shall notify OWNER in writing of the date for review at least thirty 30 days prior thereto 7 2 Good Faith Compliance During each periodic
review OWNER shall be required to demonstrate good faith compliance with all material terms of this Agreement The parties recognize that this Agreement and the documents incorporated
herein could be deemed to contain hundreds of requirements and that evidence of each and every requirement would be a wasteful exercise of the parties resources Accordingly OWNER shall
be deemed to have satisfied its good faith compliance when it presents evidence of substantial compliance with the material provisions of this Agreement Generalized evidence or statements
of compliance shall be accepted in the absence of any evidence that such evidence is untrue 7113471 122010121 26 lllllllllllllllllllIl1lfII IlIlIrullllllllllllll111111 o13o@@o o
7 3 Failure to Conduct Annual Review The failure of the CITY to conduct the annual review shall not constitute or be asserted by OWNER or CITY as a breach of this Agreement 7 4 Initiation
of Review bv City Council In addition to the annual review the City Council may at any time initiate a review of this Agreement by giving written notice to OWNER The notice must describe
in detail the specific issues which caused the CITY to question OWNER S good faith compliance and the evidence the CITY believes is necessary for the review Within thirty 30 days following
receipt of such notice OWNER shall submit evidence to the City Council of OWNER s good faith compliance with this Agreement and such review and determination shall proceed in the same
manner as provided for the annual review The City Council shall initiate its review pursuant to this Section 74 only if it has probable cause to believe the CITY s general health safety
or welfare is at risk as a result of specific acts or failures to act by OWNER in violation of this Agreement 7 5 Administration of AQreement Any final decision by the CITY Staff concerning
the interpretation and administration of this Agreement and Development of the Property in accordance herewith may be appealed by OWNER first to the Planning Commission and thereafter
to the City Council provided that any such appeal shall be filed with the City Clerk within thirty 30 days after OWNER receives written notice that the Staff decision is final all as
pursuant to routine planning appeal procedures The City Council shall render at a noticed public hearing its decision to affirm reverse or modify the Staff decision within thirty 30
days after the appeal was filed 7 6 Availabilitv of Documents If requested by OWNER the CITY agrees to provide to OWNER copies of any documents reports or other items reviewed accumulated
or prepared by or for the CITY in connection with any periodic compliance review by the CITY provided OWNER reimburses the CITY for all reasonable and direct costs and fees incurred
by by the CITY in copying the same The CITY shall respond to OWNERs request on or before ten 10 business days have elapsed from the CITY s receipt of such request 8 Events of Default
Remedies and Termination Unless amended as provided in Section 3 5 or modified or suspended pursuant to Government Code Section 65869 5 or terminated pursuant to this Section 8 this
Agreement is enforceable by any party hereto 8 1 Defaults bv OWNER If after following the procedures established in Section 7 hereof the CITY determines on the basis of a preponderance
of the evidence that OWNER has not complied in good faith with the material terms and conditions of this Agreement the CITY shall by written notice to OWNER specify the manner in which
the allegedly defaulting party has failed to so comply and state the steps the allegedly defaulting party must take to bring itself into compliance If within sixty 60 days after the
effective date of notice from the 7l347Ll 12 1112002 27 lIlJllll9l@llJlillllllkll1lrlllllllllllllllllllllllll
fllllCITY specifying the manner in which the allegedly defaulting party has failed to so comply the allegedly defaulting party does not commence all steps reasonably necessary to bring
itself into compliance and thereafter diligently pursue such steps to completion then the allegedly defaulting party shall be deemed to be in default under the terms of this Agreement
and the CITY may terminate this Agreement with respect solely to the allegedly defaulting party s Property pursuant to Government Code Section 65865 1 or may seek specific performance
as set forth in Section 8 3 8 2 Defaults bv CITY If OWNER determines on the basis of a preponderance of the evidence that the CITY has not complied in good faith with the terms and conditions
of this Agreement OWNER shall by written notice to the CITY specify the manner in which the CITY has failed to so comply and state the steps the CITY must take to bring itself into compliance
If within sixty 60 days after the effective date of notice from OWNER specifying the manner in which the CITY has failed to so comply the CITY does not commence all steps reasonably
necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion then the CITY shall be deemed to be in default under the terms of this
Agreement and OWNER may terminate this Agreement and in addition may pursue specific performance as set forth in Section 8 3 OWNER shall not retain the right to seek and hereby expressly
waives the right to seek damages against CITY for any action or failure to act under this Agreement 8 3 Specific Periormance Remedv Due to the size nature and scope of the Project it
may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun After such implementation OWNER may be foreclosed from
other choices it may have had to utilize the Property and provide for other benefits CITY and OWNER has already invested significant time and resources and performed extensive planning
and and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon
the terms of this Agreement and it may not be possible to determine the sum of money which would adequately compensate OWNER for such efforts For the above reasons the CITY and OWNER
agree that damages may not be an adequate remedy if the CITY or OWNER fails to carry out its obligations under this Agreement and that CITY or OWNER shall have the right to seek and
obtain specific performance as a remedy for any breach of this Agreement Notwithstanding the foregoing if the CITY is authorized by Section 84 1 to withhold an approval or permit upon
a specified condition being satisfied by OWNER in the future and if OWNER then fails to satisfy such condition the CITY may be entitled to specific performance for the sole purpose of
causing that nonperforming party and only that nonperforming party or any party with an obligation to so perform the condition to satisfy such condition The CITY s right to specific
performance shall be limited to those circumstances set forth above and the CITY shall have no right to seek specific 7113471 t22010l12 28 11111111111111111111111111111111I11111111111111111111111
2@@3 @18567 ll fl8 2003 08 OOA 319 of 83
performance to cause OWNER or a Development Transferee to otherwise proceed with the Development of the Project in any manner 8 4 Institution of LeQal Action Any legal action hereunder
shall be heard by a reference from the Riverside County Superior Court pursuant to the reference procedures of the California Code of Civil Procedure Sections 638 et seq OWNER and the
CITY shall agree upon a single referee who shall then try all issues whether of fact or law and report a finding and judgment thereon and issue all legal and equitable relief appropriate
under the circumstances of the controversy before him If OWNER and the CITY are unable to agree on a referee within ten 10 days of a written request to do so by either party hereto either
party may seek to have one appointed pursuant to the California Code of Civil Procedure Section 640 The cost of such proceeding shall initially be borne equally by the parties Any referee
selected pursuant to this Section 84 shall be considered a temporary judge appointed pursuant to Article 6 Section 21 of the California Constitution 8 4 1 Effect of Noncompliance Notwithstanding
the foregoing to the extent the Development Plan Approval s expressly provide s that Development of the Project or a portion thereof is directly dependent upon the performance of material
obligations assumed by OWNER or a Development Transferee which material obligations have not been performed the CITY may in addition to any other remedy available to it in its reasonable
discretion withhold any permits and or approvals including without limitation certificates of occupancy with respect to those directly dependent portions of the Project from OWNER and
or Development Transferee until such obligations have been substantially performed 8 5 Estoppel Certificates CITY or OWNER may at any time deliver written notice to the other party requesting
an estoppel certificate the Estoppel Certificate A party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting party within thirty 30 days
after receipt of the request The City Manager or any person designated by the City Manager may sign Estoppel Certificates on behalf ofthe CITY Any officer or member of a private party
may sign on behalf of that party An Estoppel Certificate is intended to be relied on by assignees and mortgagees If that one party requests an Estoppel Certificate from the other the
requesting party shall reimburse the other party for all reasonable and direct costs and fees incurred by such party with respect thereto The Estoppel Certificate shall address issues
such as whether 8 5 1 The Agreement is in full force and effect and is a binding obligation of the parties 8 5 2 The Agreement has been amended or modified either orally or in writing
and if so amended identifying the amendments 7113471 1211112002 29 IIIIIIIIIII I I IIII 11111111I1 IIll1lllllll1llllrnr o @j on
8 5 3 A default in the performance of the requesting party s obligations under the Agreement exists and if a default does exist the nature and amount of any default 9 Waivers and Delavs
9 1 No Waiver Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party and failure by a party to exercise its rights upon
a default by the other party hereto shall not constitute a waiver of such party s right to demand strict compliance by such other party in the future 9 2 Third Parties Non performance
shall not be excused because of a failure of a third person except as provided in Sections 9 3 or 94 9 3 Force Maieure A party shall not be deemed to be in default where failure or delay
in performance of anyof its obligations under this Agreement is caused by floods earthquakes other Acts of God fires wars riots or similar hostilities strikes and other labor difficulties
beyond that party s control action or inaction by the CITY which actions or inactions are breaches of any term of this Agreement judicial decisions or litigation regarding the Development
Plan Approval s or Future Development Approvals or other similar events 9 4 Extensions The Term of this Agreement and the time for performance by a party of any of its obligations hereunder
or pursuant to the other Development Plan Approval s shall be extended by the actual period of time that any of the events described in Section 9 3 exist and or prevent performance of
such obligations Notwithstanding anything to the contrary herein the performance by CITY of its obligations shall not be delayed or extended by the action or inaction of the CITY 9 5
Notice of Delav OWNER shall give prompt notice to the CITY of any delay which OWNER anticipates or believes to have occurred as a result of the occurrence of any of the events described
in Sections 9 3 or 94 In no event however shall notice of a delay of any length be given later than thirty days after the end of the delay or ten 10 days before the end of the Term unless
the cause of the delay arises during that time whichever comes first 10 Notices All notices required or provided for under this Agreement shall be in writing and delivered in person
sent by certified mail postage prepaid return receipt requested or by Federal Express or other similar nationwide overnight delivery service Notices required to be given to the CITY
shall be addressed as follows 7113471 12 1112002 30 1111111111111111111111111111111I111111111111111111111111 2tJ@3 u18567 ill Fl8 200 08 OOA 32 of 83
City of Temecula 43200 Business Park Drive Post Office Box 9033 Temecula CA 92589 9033 Attention Planning Director With a copy to Richards Watson Gershon Thirty Eighth Floor 333 South
Hope Street Los Angeles CA 90071 1469 Attention Peter M Thorson City Attorney Notices required to be given to OWNER shall be addressed as follows Ashby USA LLC 470 E Harrison Street
Corona CA 92879 Attention Richard Ashby With a copy to Cox Castle Nicholson LLP 19800 MacArthur Boulevard Suite 600 Irvine CA 92612 2435 Attn Deborah Rosenthal Esq Any notice given as
required by Section 10 shall be deemed given only if in writing and upon delivery as provided for in this Section 10 A party may change its address for notices by giving notice in writing
to the other party as required by this Section 10 and thereafter notices shall be addressed and transmitted to the new address 11 Attornevs Fees If legal action is brought by any party
against another for breach of this Agreement including actions derivative from the performance of this Agreernent or to compel performance under this Agreement the prevailing party shall
be entitled to an award of its costs including reasonable attorneys fees and shall also be entitled to recover its contribution for the costs of the referee referred to in Section 84
above as an item of damage and or recoverable costs 12 Recordin This Agreement and any amendment or cancellation hereto shall be recorded at no cost to the CITY in the Official Records
of Riverside County by the City Clerk within the period required by Section 65868 5 of the Government Code 7113471 12 1112002 31 TIIIIII 1111111 1111 111111 1111 111111 1111111111111111111111
2@@3 @18567 01 09 2fl03 08 OOA 33 of 83
13 Effect of AQreement on Title 13 1 Effect on Title OWNER and the CITY agree that this Agreement shall not continue as an encumbrance against any portion of the Property as to which
this Agreement has terminated or released 13 2 Encumbrances and Lenders Riqhts The mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Property or any part thereof
and their successors and assigns shall upon written request to CITY be entitled to receive from CITY written notification of any default by OWNER ofthe performance of OWNER s obligations
under the Agreement which has not been cured within the time frame established in Section 8 1 hereof 13 2 1 Notwithstanding OWNER s default this Agreement shall not be terminated by
CITY as to any mortgagee or beneficiary to whom notice is to be given and to which either or the following is true i the mortgagee or beneficiary cures any default fbroymOWCNITEYRofinthveolvwinrigtte
thnenpoaticyemeonftdoeffamulotney within ninety 90 days after receipt ii as to defaults requiring title or possession of the Property or any portion thereof to effectuate a cure i the
mortgagee beneficiary agrees in writing within ninety 90 days after receipt from CITY of the written notice of default to perform the proportionate share of OWNER s obligations under
this Agreement allocable to that part of the Property in which the mortgagee beneficiary has an interest conditioned upon such mortgagee s beneficiary s acquisition of the Property or
portion thereof by foreclosure including a trustee sale or by a deed in lieu of foreclosure iI the mortgagee beneficiary commences foreclosure proceedings to reacquire title to the Property
or applicable portion thereof within said ninety 90 days and thereafter diligently pursues such foreclosure to completion and iii the mortgagee beneficiary promptly and diligently commences
to cure such Default after obtaining title or possession 13 2 2 Notwithstanding Section 13 2 1 of this Agreement if any mortgagee beneficiary is prohibited from commencing or prosecuting
foreclosure or other appropriate proceedings including by any process of jiunrjuisndcictiotionnisosfuaendybbyaannkryucpotcuyrtoorrinbsyorlevaesnocny porfoacneyeadcintigoninbvyolvainnyg
cOoWurNt hEaRvintghe times specified in Section 13 2 1 of this Agreement for commencing or prosecuting foreclosure or other proceedings shall be extended for the period of the prohibition
13 2 3 Neither entering into this Agreement nor a breach of this Agreement shall defeat render invalid diminish or impair the lien of any 7113471 ltll22002 32 111I11111111111rllllll
1111111I111111111111111111111 01 2 @ji O A
existing or future mortgage or deed of trust on the Property made in good faith and for value 14 Severabilitv of Terms If any term provision covenant or condition of this Agreement shall
be determined invalid void or unenforceable the remainder of this Agreement shall not be affected ther by if the tribunal finds that the invalidity was not a material part of consideration
for either Party the Agreement as a whole If the tribunal finds that the invalidity was a material part of the consideration this Agreement will terminate unless CITY and OWNER agree
to amend this Agreement as provided for herein Upon a termination arising from the application of this Section 14 each Party agrees the Specific Plan shall be suspended as to all unpermitted
development activity pending the CITY s determination regarding repeal or modification of the same 15 SubseQuent Amendment to AuthorizinQ Statute This Agreement has been entered into
in reliance upon the provisions of the Development Agreement Legislation in effect as of the Effective Date Accordingly subject to Section 3 2 2 above to the extent that subsequent amendments
to the Government Code would affect the provisions of this Agreement such amendments shall not be applicable to this Agreement unless necessary for this Agreement to be enforceable or
required by law or unless this Agreement is modified pursuant to the provisions set forth in this Agreement 16 Rules of Construction and Miscellaneous Terms 16 1 Interpretation and GoverninQ
Law The language in all parts of this Agreement shall in all cases be construed as a whole and in accordance with its fair meaning This Agreement and any dispute arising hereunder shall
be governed and interpreted in accordance with the laws of the State of California The parties understand and agree that this Agreement is not intended to constitute nor shall be construed
to constitute an impermissible attempt to contract away the legislative and governmental functions of the CITY and in particular the CITY s police powers In this regard the parties understand
and agree that this Agreement shall not be deemed to constitute the surrender or abnegation of the CITY s governmental powers over the Property or any decision arising from the Agreement
directly or indirectly 16 2 Section HeadinQs All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement
include1s6th3e feGmeinndineer sThhaell siinsgmulaanr dinactolurdyesmtahye pislurpaelrmthiessmiveasculine gender 16 4 No Joint and Several Liabilitv No breach hereof by OWNER or Development
Transferee shall constitute a breach by the non breaching party Any remedy obligation or liability including but not limited to the obligations to 7113471 12 112002 33 1111111111111111111111111111111
1111111111111111I11111111 2@@3 @18567 01 09 2ll8 Oflfl 35 of 83
defend and indemnify the CITY arising by reason of such breach shall be applicable solely to the party that committed the breach However the CITY shall send a copy of any notice of violation
to all OWNERS and Development Transferees including those not in breach 16 5 Covenant of Good Faith and Fair Dealina No party shall do anything which shall have the intentional effect
of harming or injuring the right of the other parties to receive the benefits provided for in this Agreement each party shall refrain from doing anything intentionally which would render
its performance under this Agreement impossible and each party shall do everything which this Agreement contemplates that such party shall do in order to accomplish the objectives and
purposes of this Agre ment 16 6 No Waiver of Vestina Nothing in this Agreement shall be construed as limiting or impairing any vested rights to proceed with the Development or use of
the Property arising independently from entitlements including those approved for the Project Project issued by the CITY or others prior to concurrently with or subsequent to the approval
of this Agreement Federal and State Constitutions statutes or decisional law 16 7 Time of Essence Time is of the essence regarding each provision of this Agreement of which time is an
element 16 8 Recitals All Recitals set forth herein are incorporated in this Agreement as though fully set forth herein 16 9 Entire Aareement This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and the Agreement supersedes all previous negotiations discussion and agreements between the parties and no parol evidence
of any prior or other agreement shall be permitted to contradict or vary the terms hereof 17 Extension of Maps In accordance with Government Code Section 66452 6 a any tentative map
which relates to all or a portion of the Property shall be extended for the greater of i the Term of the Agreement or ii expiration of the tentative map pursuant to Section 66452 6 18
Not Not for Benefit of Third Parties This Agreement and all provisions hereof are for the exclusive benefit of the CITY and OWNER and its assignees pursuant to Section 2 5 and shall
not be construed to benefit or be enforceable by any third party 7113471 12 112002 34 lllllll 1111111 1111 111111 1111 111111 1 1I11111 1mInl 2@@3 @18567 0109 200308 OOA 36 of 83
19 Attachments The following attachments are hereby incorporated by reference as if fully set out in the body of this Agreement Attachments Description 123456 Legal Description of the
Property Plat of the Property Described in Attachment 1 Zoning District Development Standards Existing Regulations On Site and Off Site Improvements Recreation Amenities 20 Counterparts
This Agreement may be executed in counterparts each of which shall be deemed an original IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year dated
below Dated December 17 2002 CITY CITY OF TEMECULA a municipal cor oration es CMC 7t1347l l112 2002 35 1111111 1111111111111111111111111111111111111111111111111 2@@H18587 01 08 2003
18 lOA 37 of 83
Dated J 11 01 2002 OWNER Ashby USA LLC a California Limited Liability Corporation By Ashby Development Company Inc a California Corporation Ma 9in9 Member By Name Justin K Ashby Title
President State of California ss County of Riverside 0 fJo It e tLd e II appeared A personally known to me or proved to m on the basis of satisfactory evidence to be the person s whose
name s @re subscribed to the within instrument and acknowledged to me that hethey executed the same in er their authorized capacity ies and that bbehalfhoefrwthhiechir sthigenpaeturrseons
sonacthteedInesxtreucmuteendt tthhee pinesrtsrounmsentor the entity upon Witness my hand and official seal k 1 cuuSt Signature oPNotary rJ State of California ss County of Riverside
MARGIE T CASEY Commission 1333689 z Notary Public California J Rivarslde County MyComm Elxlplllan 20llll f On before me appeared personally knopwernsotnoamllye or proved to me on the
basis of satisfactory evidence to be the person s whose name s is are subscribed to the within instrument and acknowledged to me that he she they executed the same in his her their authorized
capacity ies and that bbyehhaislfhoefrwthhiecihr sthigenapteurrseons sonacthteedinesxtreucmuteendt tthhee ipnesrtsrounmsentor the entity upon Witness my hand and official seal Signature
of Notary 7113471 111122002 36 111l 11111 1 rl 1I III jllllllllllllll I IIII 2@@H18567 191 193 2003 08 t101 38 of 83
ATTACHMENT 1 Legal Description of the Property 7113471 12 112002 37 lIlllllllllllllmllllllillllllnlllllmlllrllllllf 01j 9@j i
RORlPAUGH RANCH PROJECT a Metes and Bounds description of Section 21 ofT7S R2W S B M Beginning at the Northeast comer of said Section 21 thence along the easterly line of said Section
21 South 00 59 15 West 2664 97 feet to the East quarter section comer thence continuing along said easterly line South 00 21 34 West 2636 07 feet to the Southeast comer of said Section
21 thence along the Southerly line of said section North 89039 13 West 5282 88 feet to the Southwest comer of said section thence along the westerly line of said section North 00 33
47 East 3809 86 feet to the North sixteenth comer of said section thence continuing along said westerly line North 0034 31 East 1319 80 feet to the Northwest section comer thence along
the northerly line of said section North 880 29 37 East 532996 feet to the Point of Beginning containing an area of 632 2 acres more or less This description is for exhibit purposes
only The true legal description is Section 21 Township 7 South Range 2 West San Bernardino Base and Meridian County of Riverside State of California according to the Official Plat thereof
1IIIIIIij1 lllfllllllllllUIijlllllllllllll 1 II 01 o r30 A
RORIPAUGH RANCH PROJECT 3 Metes and Bounds description of a portion of Section 20 of TIS R2W S B M Commencing at the North sixteenth comer ofSection 20 Township 7 South Range 2 West
San Bemardino Base and Meridian being the Northeast corner of that certain parcel designated as Not aPan as shown by Parcel Map on file in Book I ofParcel Maps pages 44 through 46 thereof
Records ofthe County of Riverside California thence along the easterly line of said Section 20 South 00 33 47 W a distance of 974 13 feet to the True Point of Beginning Thence North
89025 58 West a distance of 929 8 I feet more or less to 1he Easterly line of the land conveyed to the Metropolitan Water District of Southern California by deed recorded April 24 1968
a Ins1rument No 37774 Official Records of said County Thence along said Easterly line North 12032 09 East a distance of762 69 feet Thence on a line parallel with the South line of said
parcel designated as Not a Part South 89025 58 East adistance of771 65 feet to the True Point ofBeginning containing an arca of 1547 acres more or less This description is for exhibit
purposes only 11IIIIIIIIImlllllllll 1 lIlIrll 1I1111111I1111111I1 2@@H18567 01 09 2H03 08 OOA 42 of 83
ATTACHMENT 2 Plat of the Property Described in Attachment 1 7134172111112002 38 lllllllllllllf1IIIIrllllllllllllllll lll 1IIIIfllHlII 012O 1j
11 en 8 7 S88D37 05 E 5233 02 POINT OF BEGINNINGtZ 5 9 20 20 2 w F Co 0 b j N 2 N 2 SEG20 110 b T 7S R2W SBM 0 z0 b0en N88 36 41W 5229 85 II I I I CD Ir01 I POR SEG20 wooOO T 7S R2W
SBM u OZ I I 8 0 I 0 II r8reu II I I II RIVERSIDE COUNlY CAlIFORNIA SHEEr NO 1 OF 1 DAVID EVANS CITY OF lEMECULA JOB NO ASHBOOOS ANDASSOCIATES INC EXHIBIT RORIPAUGH RANCH DRAWN BY 800
North Haven Avenue Suite 300 B PROJECT IILP I Ontario Celifomla 91764 DATE Phone 909481 5750 CUENT 12 10 02 ASHBY DEVELOPMENT I m 100
000 n gVl 5296 39 IE IS 17 15 N8829 37 E 21 1122 20 21 POINT OF BEGINNING 0co tm b0z I It en It b0 Vl 01 0OJ OJIlC Q oz SEC 2I T 7S R2W SBM d d tJoroz io g co m0co 00 b0z lb0 Vl 21 21
22 20 N89 39 1W3 5282 88RIVERSIDE COUNlY CAliFORNIA SHEET NO 1 Of 1 DAVID EVANS CITY OF lEMECULA JOB NO ASHBOOOS ANDASSOCIATES INC EXHIBIT RORIPAUGH RANCH DRAWN 8l800 North Haven Avenue
Suite 300 B PROJECT IIlP D Ontario California 91764 DAl Phone 909 481 5750 CUENT 12 0102 ASHBY DEVELOPMENT t 1000
rD CD 0 7c9Jv 00 U III D 171 5 20121 II1I1IIIfI CPOOMINMTEONCFEMENT I1 N 1 2 N 1 2 SEC2o T 7S R2W SBM SEC2I T7S R2W SBM EASTERLY LINE OF INST NO J7774 O R REC O 4 248B PORt SEC20 T 7S
R2W SBM P MIB 44 46 DAVID EVANS AND ASSOCIATES INC 800 North Haven Avenue Sulls 300 Onlario Calnomia 91764 Phon9 909A81 5750 70 I 1 IIS I c j I Q l t fb t I SB9 2Ssa E 771 65 POINT OF
BEGINNING g PORt SEC20 T7S R2W SBM 0 f Ccl NB9 2S SW8 929 81 I cj I I L JI PMB 44 46 II I EXHIBIT a RIVERSIDE COUNlY CALIFORNIA CI1Y OF TEMECULA RORIPAUGH RANCH PROJECT SHEET NO I OF
I JOB NO AStlllOOO5 DRAWN Bn IlLP CUENT ASHBY DEVELOPMENT 12 012 SCoIU 500
ATTACHMENT 3 Zoning District Development Standards lIl1ll1llmlllllllll ffllllllllllllll1ll1ll1lllroljo@2 o 7113471 t21l1l2002 39
SPECIFIC PLAN ZONING ORDINANCE 51 PURPOSE AND INTENT The zoning for the Specific Plan area is Specific Plan Overlay This section of the Specific Plan establishes zoning districts and
land use regulations and standards that will control land use and development in the land uses identified for the Specific Plan area These regulations amend and supersede the regulations
of the Temecula Development Code Where standards and regulations are not specified in this Specific Plan the requirements of the Temecula Development Code shall provide the regulatory
authority This section also identifies the procedures to be used to review site plans for development projects proposed within the Specific Plan area Special standards for residential
development are also included here The Site Planning and Architectural Design Guidelines in Section 40 are intended to be used in conjunction with the zoning and development standards
stated here Thefollowing standardswill serve as the primary mechanism for implementation of the land land uses for the Roripaugh Ranch Specific Plan These regulations provide an appropriate
amount of flexibility to anticipate future needs and to achieve compatibility between land uses Principal land uses for the Specific Plan shall be as follows 1 Residential Land Uses
Low Density L Single Family Detached PA 10 19 20 21 33A and 338 Low Medium LM Density Single Family Detached PA 1A 48 16 18 Medium M1 Density Single Family Detached PA 23 and 24 Medium
M2 Density Single Family Detached and Attached clustered PA 12 14 15 22 and 31 2 Commercial Neighborhood Commercial PA 11 3 Parks and Open Space Private Recreation Centers PA 5 30 Private
Mini Park PA 18 Parks PA 6 27 Open Space Habitat OS1 PA 8 9A 98 and 13 Flood Control OS2 PA 78 7C 25 26 and portions of 14 and 27 Landscape Slope OS3 PA 7A and portion of 6 4 Eyleamnendta
Middle School PA 28 and 29 5 Fire Station PA 32 rRorlpaugh Ranch Specific Plan C DOCUMENTS AND SETTINGSINAASEHSIIOCAL SSPESTECTTI5NCGCDSOICTUEMMENPT DOC llnllllmlllllll lllllllllllllllllllllllllllIl1
111 t3g8 F ri 51 November 2002
SPECIFIC PLAN ZONING ORDINANCE 5 2 GENERAL PROVISIONS This section of the development regulations states the general rules that must be observed by all development projects in order
to protect the pUblic health safety and welfare These regulations apply to all planning areas w hin the Roripaugh Ranch Specific Plan unless otherwise specified 1 Roripaugh Ranch Site
Planning and Architectural Design Guidelines All development within the Roripaugh Ranch Specific Plan area is subject to the policy provisions of the Site Planning Section 40 and Architectural
Design Guidelines Section 4 0 adopted by ordinance of the T emecula City Council The Design Guidelines in conjunction with the development standards contained in this Specific Plan and
those of the Temecula Development Code shall regulate development within the Specific Plan area The Design Guidelines will be administered through the City of Temecula Planning Department
All development within the Roripaugh Ranch Specific Plan area shall besubject to the Development Standards in this section of the Specific Plan 2 Code Compliance All construction and
development within the Roripaugh Ranch Specific Plan area shall comply with applicable provisions of the Specific Plan the Uniform Building Code and the various related mechanical electrical
plumbing and firecodes water ordinance grading and excavation codes and subdivision codes in effect in the City of Temecula at the time gradinglbuilding permits are obtained 3 Setback
Requirements The setback requirements are as specified within the standards identified in the plan for each zoning district If not otherwisespecified all setbacks shall be determined
as the perpendicular distance from the existing or planned street right of way line or property line to the foundation point of the closest structure 4 Exceptions Ifspecific development
standards have not been established or If an issue cond ion ors uation arises or occurs that is not clearly understandable in the Specific Plan then those regulations and standards of
the City of Temecula Development Code that are applicable for the most similar use condition or s uation shall apply as determined by the Community Development Director 5 Enforcement
Enforcementof the provisions herein shall be in the manner specified in the TemeculaMunicipal Code for zoning enforcement 6 Unspecified Uses Whenever a use has not specifically been
listed as being a permitted use in a particular zone classification within the Specific Plan it shall be the duty of the Planning Director to determine if said use is 1 consistent w
h the intent of the zone and 2 compatible w h other listed permitted uses Any person aggrieved by thedecision may appeal tothe Planning Commission 1111 1111111111111111111111I1111111111111111
1111111 2@@3 @18567 191I08 200308 00A 49 of 83 Roripaugh Ranch Specific Plan C DOCUMENTSAND SLETOT1NGCSlNAAASEHLS SETTINGSITEMPlSPSECTSCCDOCUMENT DOC 52 November 2002
SPECIFIC PLAN ZONING ORDINANCE 53 RESIDENTIAL DEVELOPMENT STANDARDS The Roripaugh Ranch Specific Plan provides a mix of diverse housing products including five different housing types
that fall within three of the Citys General Plan residential designations Temecula General Plan Specific Plan Deslanation Residential Deslanation L 20 000 sq ft Single Family 1 2dulac
LM 5 000 and 6 000 Single Family 2 5dulac Min 5000 sf lot size Low Density Residential Single Family 5 2 dulac Low Medium Density Residential Single Family 3 6 du ac M1 and M2 4000 and
NA Siligle Family 7 12 du ac Min standard 4 000 sf Jot size Min clustered 3000 sf lot size for detached Medium Density Residential Single Family 7 12 du ac II111 1 1I1I 11 11I1II 1 1111
IIII IIIa If 3 Jlf Rortpaugh Ranch Specific Plan C IDOCUMENTS AND SETTINGSINAASEHSIlOCAL SETTINGSlTEMPlSPSECTSCCDOCUMENT DOC 53 November 2002
SPECIFIC PLAN ZONING ORDINANCE 53 1 DESCRIPTION OF RESIDENTIAL DISTRICTS LOW DENSITY RESIDENTIAL L PLANNING AREAS NOS 10 19 20 21 33A AND 338 The Low Density Residential L zoning district
is intended to provide for the development of single family detached homes on large lots with a unique character of development Typical lot sizes in the L zoning district will be a minimum
of 20 000 square feet with 1 acre minimum lots along the exterior perimeter of Planning Areas 19 20 21 and 33A Private equestrian use will only be allowed on lots one acre or larger
adjacent to the multi use trail in Planning Areas 19 20 21 Planning Area 338 shall not be developed as a part of Roripaugh Ranch This planning area shall eventually be combined with
the adjacent residential areas to the north LOW MEDIUM DENSITY LM PLANNING AREAS NOS 1A 2 3 4A 48 16 17 and 18 The Low Medium LM zoning district is intended to provide for the development
of single family homes on lots of 5000 square feet to6000 square feet Planning Areas 1 2 3 4A 4A 48 and 16shall have a minimum lot size of 5000 sq ft Planning Areas 17and 18 shall have
aminimum lot size of 6 000 sq ft MEDIUM DENSITY STANDARD M1 PLANNING AREAS NOS 23 AND 24 The Medium M zoning district is intended to provide for the development of single family homes
on lots 4000 minimum square feet MEDIUM DENSITY CLUSTERED M2 PLANNING AREAS NOS 12 14 15 22 AND 31 The Medium M zoning district is intended to provide for the development of clustered
single family development on minimum lot sizes of 3000 sq ft 1111111ijllllllll 11111111111111111111111111111111111 2@@3 @18587 01 09 2 103 08 IjOA 51 of 83 Rorlpaugh Ranch Specific Plan
C DOCUMENTSAND SLETOTINGCSWAAASELHS SETTINGSITEMPlSPSECT5CCDOCUMENT DOC 54 November 2002
rcro OJ I LD z 2 SO oz ZJol JM1OIl g ru SPECIFIC PLAN ZONING ORDINANCE 532 USE REGULATIONS The list of land uses in the following table shall be permitted in one or more of the residential
zoning districts as indicated in the columns corresponding toeach residential zoning district Where indicated with aletter P the use shall be a permitted use Where indicated with a the
use is prohibited within the zone Where indicated with a letter e the use shall be conditionally permitted subject to approval of aconditional use permit Table 5 1 Schedule of Permitted
Uses Residential Districts Description of Use L LM M1 M2 Single family detached P P P Singlefamily attached P Single family zero lot line P P Single family attached greater than two
units Multiple family Manufactured homes P p P P Mobilehome park Facilities for the mentally disordered handicapped or dependent or P P P P neglected children six orfewer Facilities
for the mentally disordered handicapped or dependent or ne91ected children seven to twelve Alcoholism or drug abuse recovery or treatment facility six or fewer P P P P Alcoholism ordrug
abuse recovery or treatment facility seven ormore Residential care facililies for the eldeily six or fewer p P P P Residential care facilities for the eldeily seven or more Congregate
care residential facilities for the eldeily Boarding roomingand lodging facilities Secondary dwelling units as defined by City Development Code P P Granny Flat P p Family day care homes
small four or fewer P P P P Family day care homes large1 C C Day care centers C C Bed and breakfast establishments Emergency shelters Transilional housing Nonresidential Roripaugh Ranch
Specific Plan lCDOCUMENTS AND SLETOTINGCSINAAASELHS SETTINGSlTEMPISPSECT5CCDOCUMENT DOC 55 November 2002
SPECIFIC PLAN ZONING ORDINANCE Description of Use L LM Ml M2 AgriculturaVopen space uses Religious Institutions C C C C Utility facilities C C C C Educational institutions Public libraries
Public museums and art galleries not for profit Kennels and catteries Non commercial keeping of horses p Temporary real estate tract offices p p p p Recreational Vehicle Storage Yards
Parking for commercial uses Nonprofit clubs and lodge halls Convalescent facilities Golf Courses Home occupations p p p p Construction Trailers P p P P 1 A CUP processed for large family
day care homes Is subject to Health and Safety Code Sectlon 1597 46 a 3 In accordance therewith naticea the application being filed shall be mailed to surrounding property owners wtthln
one hundred feet only and the notice shall indicate that unless a requestfor a hearing Is made bysuch surrounding property owneror other affected person the CUP will Issue within twenty
days of the notice If a hearing Is requested the planning department shall schedule such hearing within thirty days of the request and the hearing shall be held within thirty days of
being scheduled 2 Allowed only within a single family resldence 3 The Planning Director shall have the discretion to waive submittal of an Administrative Development Plan iI it Is determined
that the construction trailer will not have an adverso Impact on adjacent residences orbusinesses 4 The keeping of hoes shall only be permitted In Planning Areas 19 20and 21 on lots
abutting the multi use trail No more than two 2 hoes and one 1 offspring up to six 6 months of age maybe kept on each one acrelot All hoes shall be kept dwellings tenIn1a0 sfteaelVtcfroormal
th1e2mx a1in2 dfowreleliancghon thhoeelolot caantdedtean m1i0nimfeuemt fdroismtatnhceesoidfeIIIotyrre5a0r pferoept efrrotymlinneeighboring 5 Religious institutions shall not be permitted
in Planning Areas lA 2 3 4A and 48 1111 1111111 III1 IIIfI llIllllil IfITI II 1IIIII 2tJ03 @18567 fll08 20193 08 lOA 53 of 83 RoripauQh Ranch Specific Plan C DOCUMENTSAND SETTINGSINAASEHSILOCAL
SETTINGS TEMPlSPSECT5CCDOCUMENT DOC 56 NovembAr On
rM OJ0 00lCO cc0 00INlIl 8m SPECIFIC PLAN ZONING ORDINANCE 533 DEVELOPMENT STANDARDS In the Low L Low Medium LM and Medium M Zones are as follows Table 52 Development Standards Residential
Districts Residential Development L LM LM Ml M2 Standards 20 000 5 000 6 000 4 000 Minimum Lot Size In Feet Planning Area 10 19 20 1A 2 3 17 and 18 23 and 24 12 14 15 22 21 33A 4A 4B
and 31 and 33B and 16 Minimum gross lot area 20 000 5 000 6 000 4 000 3 000 square feet
1 acre Lots in PA 19 20and 21 that abut eastem and southem property boundary shall be a minimum ofl acre Thirty 30 foot fuel modification zone shall not be included in lot area Dwelling
units per net acre 12 dulac 5 2 dulac 4 0 dulac 6 1 dulac 10 1 dulac Minimum lot frontage at 3011 2511 2511 2511 NA front property line Minimum lot frontage for a 2511 2011 2011 2011
NA lIag lot at front property line Minimum width at required 5011 4011 4011 40ft NA front yard setback area Minimum lot width 60ft 40ft 4011 40ft 4011 For both 20000 sq II lots and 1
acre lots shall be substantially the same Minimum lot depth 90ft 8011 8011 80ft NA Minimum front yard setback 2511 1011 1011 1011 1011 Front entry garages 1811 1811 1811 1811 1811 Side
entry garages 1011 1011 1011 1011 1011 Lots abutting Murrieta Hot Springs between Pourroy Rd and the MWD easement may be reduced by three 3 feet Minimum comerside yard 1511 1011 1011
10ft 1011 setback Setbacksfor lots abutting Murrieta Hot Springs between Pourroy Rd and the MWD easement may be reduced by three 3 feet Minimum interior side yard 1011 511 511 511 511
setback Roripaugh Ranch Specific Plan C DOCUMENTS AND SLETTOlNGSCINAAASEHSl SETTlNGSITEMPlSPSECTSCCDOCUMENT DOC 57 November 2002
SPECIFIC PLAN ZONING ORDINANCE Table52 Development Standards Residential Districts Residential Development L LM LM M Standard M Standards 20 000 5 000 6 000 4 000 Clustered Minimum Lot
Size In Feet Minimum rear yard setback 20ft 20ft 20ft 15ft 15ft Setbacks for lots abutting 25ft Planning Area 7A along the southern property line shall have a 25 minimum rear yard setback
Lots abutting 50ft0Multi use trail in PA 19 20 and 21 Setbacks for lots abutting Murrieta Hot Springs between Pourroy Rd and the MWD easement may be reduced by staff by three 3 feet
Planning Area 10 19 20 1 2 3 17 and 18 23 and 24 12 14 15 22 21 33A 4A 4B and 31 and 33B and 16 Maximum height 2 2 stories 22 2 21 21 35 feet stories 35 stories 35 stories 35 stories
35 feet feet feet feet Maximum percentage of lot 50 60 60 60 60 coverage Minimum Garage Size 20 x20 20 x 20 20 x20 20 x20 20 x 20 interior space Areplaces may project not more than two
2 feet Into the side yard setback provided the width of the fireplace does not exceed eight 8 feet In width T11l1mm1ll1J11I 1111 1111I1111111111 1111111111111 2@@H1856 I1109 2003 08
onA 55 of 83 Roripaugh Ranch Specific Plan C IDOCUMENTS AND SLETTOINGSCINAAASEHSl SETTINGSlTEMPlSPSECT5CCDOCUMENT DOC 58 November 2002
JaorD 000 o 0IrtJI 0 OJ SPECIFIC PLAN ZONING ORDINANCE 5 4 NEIGHBORHOOD COMMERCIAL PLANNING AREA 11 5 4 1 DESCRIPTION OF NEIGHBORHOOD COMMERCIAL NweithiginhbtohrihsoopdlanCnoinmgmaerrecaialinPcllaund
neinsgmAarlelear Nscoale11 buwsiilnl einscsluadcetiavivtiaersiewtyhoicfhdifgfeerneenrtaltlyypepsroovfidlaendreutasiel saUnsdeosr tcoonPvlaennnieinngceAsreearvNicoes1fo1r residents within
Roripaugh Ranch The following are siteplanning guidelines relating 5 4 2 USE REGULATtONS pTWrhoheheilrbiesitteiondfdwilacianthtdeindutshweeisthzinoantheleeWttfeohlrleorwPeiningtdhtieacabutleesdeshwsa
hitlalhlbiaebleepetaerrmpeiCtntemdtihtitneedtuhsueesnesehiaWglhlhbbeeorrechooinnodddilclicaootnemadlmlywepritechniamal zittoendintshguebdujiessctertictiost approval of a conditional
use permit Table53 Schedule of Permitted Uses Neighborhood Commercial Center PA 11 Description of Use NC AAdult business subject to Chapter 5 08 of the Temecula Municipal Code Aerobicsldancelgymnasti
csljazzercise martial arts studios less than 5 000 sq ft ft P Aerobicsldance gymnasticsljazzerclse martial arts studios greater than 5 000 sq ft P Alcoholism or drug treatment facilities
Alcohol and drug treatment outpatient Alcoholic beverage sales C Ambulance services Animal hospitaVshelter Antique restoration Antique sales Less than 5 000 sq ft P Apparel and accessory
shops P Appliance sales and repairs household and small appliances P Arcades pinball and video games Art supply stores P Auction houses Auditoriums and conference facilities C Automobile
dealers new andused Automobile sales brokerage showroom only new and used no outdoor display Automobile repair services Automobile rental Roripaugh Ranch Specific Plan CDOCUMENTS ANDSETTINGSINAASEHSI
LOCAL SETnNGSITEMPlSPSECTSCCDOCUMENT DOC 59 November 2002
rM CDrolfC 8 0 CD M01bi zruCD SPECIFIC PLAN ZONING ORDINANCE Automobile painting and body shop Automobile service stations with alcoholic sales Automotive service stations not selling
beer andor wine with orwithout an automated P carwash Automobile parts sales C Automobile oil changellube services with no major repair C BBakery goods distribution Bakery retail p Bakery
Wholesale Banks and financial institutions p Barber and beauty shops p Bed and breakfast Bicycle sales rentals services p Billiard parlorlpoolhall Binding of books and similar publications
Blood bank p Blueprint and duplicating and copyservices p Bookstores p Building materials sales with the exterior storagesales areas greater than 50 percent of total sales area Building
materials sales with the exterior storagelsales areas greater than 50 percent of total sales area Butcher shop p CCabinet shop Cabinet shops under 20000 sq ft no outdoor storage Camerashop
salesminor repairs p Candy confectionery sales p Car wash full servicelself service Carpet and rug cleaning Catering services p Clothing sales p Coins purchase and sales p Roripauah
Ranch Speclflc Plan C DOCUMENTS AND SLETOTINGCSWAAASELHS SETTINGS TEMPlSPSECT5CCDOCUMENT DOC 510 November 2002
z co JICDCD f O 00 ct J lf1 So CU SPECIFIC PLAN ZONING ORDINANCE Communications and microwave installations Communications equipment sales 1 C Community care facilities C Computer sales
and services p Congregate care housing for the elderly 2 C Construction equipment sales services or rental Contractors equipment sales service or rental Convenience market Costume rentals
p Crematoriums Cutlery p 0Data processing equipment and systems Day care centers p Delicatessen p DiscounVdepartment store p Distribution facility Drug storelpharmacy p Dry cleaners
p Dry cleaning plant EEmergency sheller Equipment sales and rentals no outdoor storage p Equipment sales and rentals outdoor storage FFeed and grain sales Financial insurance real estate
offices p Rre and police stations p Floor covering sales p Florist shop P Food processing Fortunetelling spiritualism orsimilar activity p Freight terminals Rorfpaugh Ranch Specific
Plan C IOOCUMENTS AND SETTINGSINAASEHSlLOCAL SETTINGSITEMPlSPSECT5CCDOCUMENT DOC 511 November 2002
2002c joo o cGrJ Jlgcu SPECIFIC PLAN ZONING ORDINANCE Fuel storage and distribution Funeral parlors mortuary Fumiture sales Less than 10 000 sq ft p Furniture transfer and storage GGarden
supplies and equipment sales and service Gas distribution meter and control station General merchandise retail stores less than 10 000 sq ft P Glass and mirrors retail sales p Govemment
offices p Grocery store retail p Grocery store wholesale Guns and firearm sales HHardware stores p Health and exercise club p Health food store p Health care facility p Heliport Hobby
supply shop p Home and business maintenance service Hospitals Hotelsmotels IIce creampartor p Impound yard Interior decorating service p JJunk or salvage yard KKennel Roripauah Ranch
Specific Plan C DOCUMENTS AND SETTINGSINAASEHSILOCAl SETTINGSlTEMPlSPSECT5CCDOCUMENT DOC 512 November 2002
GO 1 0 DlO LrJ z CO 0 f80 o0jeo co co 0J SPECIFIC PLAN ZONING ORDINANCE LLaboratories film medical research or testing centers Laundromat p Laundry service commercial Ubraries museums
and galleries private C Liquid petroleum sales and distribution Liquor stores C Lithographic service Locksmith p MMachine shop Machinery storage yard Mail order business p Manufacturing
of products similar to but not limited to the following Custom made product processing assembling packaging and fabrication of goods within enclosed building no outside storage such
as jewelry furniture art objects clothing labor intensive manufacturing assembling and repair processes which donor involve frequent truck traffic Compounding ofmaterials processing
assembling packaging treatment orfabrication of materials and products which require frequent truck activity or the transfer of heavy or hbaunlkdylinitgemsshipWphinoglestarulinckg ssetrovriacgees
aanndd twearmreihnoaulssinsgtowraitgheinaenndclwosheodlesbauliilndgingfromfreigthhet premises of unrefined raw or semi refined products requiring further processing and manufacturing
and outside storage Uses under 20 000 sq ft with no outside storage Massage 3 p Medical equipment salesrental p Membership clubs organizations lodges C Mini storage or mini warehouse
facilities Mobilehome sales and services Motion picture studio Motorcycle sales and service Movie theaters C Musical and recording studio NNightclubsltavemslbarsldance clublteen club
Roripaugh Ranch Specific Plan C DOCUMENTS AND NSAEASTETHSINILOGCASL SETTINGSlTEMPlSPSECT5CCDOCUMENT DOC 5 13 November 2002
5rlm c S2 00 00 ffl OJ SPECIFIC PLAN ZONING ORDINANCE Nurseries retail Nursing homesconvalescent homes C 0Office equipment supplies salesservices P Offices administrative or corporate
headquarters wilh greater than 50 000 sq ft Offices professional services with less than 50000 sq ft but not limited to business P law medical dental veterinarian chiropractic architectural
engineering real estate insurance PPaint and wallpaper stores P Parcel delivery services Parking lots and parking structures C Pawnshop Personal service shops P Pest control services
Pet groomingpet shop P Photographic studio P Plumbing supply yard enclosed orunenclosed Postal distribution Postal services P Printing and publishing newspapers periodicals books etc
Private utility facilities Regulated by the Public Utilities Commission P QReserved RRadio and broadcasting studios offices Radiotelevision transmitter Recreational vehicle parks Recreational
vehicle sales Recreational vehicle trailer and boat storage within an enclosed building Recycling collection facilities P Roripaugh Ranch Specific Plan C DOCUMENTSAND SlETTINGSINAASEHSOCAL
SETTINGSITEMPlSPSECTSCCDOCUMENT DOC 514 November 2002
rlD o ZZl 1j M W OJ SPECIFIC PLAN ZONING ORDINANCE Recycling processing facilities Religious institution without a daycare or private school C Religious institution with a private school
C Religious institution with a daycare C Restaurant drive infast food C Restaurants and other eating establishments p Restaurants w h lounge or live entertainment C Rooming and boarding
houses SScale public Schools business and professional C Schools private kindergarten through Grade 12 C Scientific research and development offices and laboratories Solid waste disposal
facility Sports and recreational facilities C Swap meet entirely inside a permanent building Swap meet outdoor Swimming pool suppliesequipment sales p TTailor shop p Taxi or limousine
service Tire sales Tobacco shop p Tool and die casting Transfer moving and storage Transportation terminals and stations C Truck salesrentalsservice TVNCR repair p UUpholstery Shop Roripaugh
Ranch Specific Plan C DOCUMENTS AND SLETOTINGCSWAAASELHS SETTINGSITEMPlSPSECT5CCDOCUMENT DOC 515 November 2002
SPECIFIC PLAN ZONING ORDINANCE vVending machine sales and services wWarehousing distribution Watch repair p Wedding chapels Welding shop Welding supply and service enclosed yReserved
zReserved 1 Subject to the provisions contained in Section 17 40 of the City of Temecula Development Code 2 Subject to the provisions contained in Section 17 06 050 H of the City of
Temecula Development Code 3 Subject to the provisions contained In Section 522 of the City of Temecula Municipal Code l1I 1111 11 11I1I11 lluurlllllllrl lITuf 01 @igg@o Roripaugh Ranch
Specific Plan C DOCUMENTS AND SETTINGSINAASEHSIlOCAL SETTINGSITEMPISPSECT5CCDOCUMENT DOC 516 November 2002
SPECIFIC PLAN ZONING ORDINANCE 5 43 DEVELOPMENT STANDARDS The following standards of development shall apply in the Neighborhood Commercial Table54 Development Standards Neighborhood
Commercial Commercial Uses PA 11 Minimum gross area for site 2 acres for common lot centers 30 000 square feet for single lots Target floor area ratio 3 Maximum floor area ratio with
intensity bonus as per Section 50 17 08 050 Front yard adjacent to street BAuttaenrfdieldBSStatgreeeRt oadMurrieta Hot Springs Road 2200 ffeeeett ssttrruuccttuurree ppaarrkkiinngg Yard
adjacent to residentially zoned property 25 feet structure parking Accessory structure sidelrearyard setback 10 feet Minimum building separation One story 10 feet Two stories 15 feet
Three stories or more 20feet Maximum building height 50 feet Maximum percent of lot coverage 30 Minimum required landscaped open space 20 Fence wall or hedge screening outdoor storage
maximum height 6 feet Minimum building setback separation Two stories 15 feet Three stories or more 20 feet 1I1l1l1111 lIlllllllllll 111I1I1 1I11111111111111111 2G@3 11858 11 09 20193
08 OOA 84 of 83 RoripauQh Ranch Specific Plan C DOCUMENTS AND SETTINGSWAASEHSIlOCAL SETTINGSITEMPlSPSECT5CCDOCUMENT DOC 17 November 2002
r0000 0 l1I080 zMjZcr lZIC SPECIFIC PLAN ZONING ORDINANCE 5 5 PARKS AND OPEN SPACE Planning Areas Nos 18 5 6 7A 78 7C 8 9A 98 13 27 25 26 and 30 5 5 1 DESCRIPTION OF PARKS AND OPEN SPACE
Parks P and Open Space OS zoning district is intended to promote a wide range of public and private recreational uses in the community These uses include community facilities golf courses
health clubs public parks and recreation areas sports parks or other outdoor athletic facilities and similar outdoor commercial recreational uses 5 5 2 USE REGULATIONS dTihsetrilcisttaosfilnadnidcaut
esdesininththeecfoollulomwninsgcotarrbelespsohnadllinbge tpoeermacithtezdoinninognediosrtrmicotrWe hoef rtheeinpdaicrkataenddwoitphena lsepttaecre zPonitnhge use shall be apermitted
use Where indicated with a the use is prohibited withinthe zone Where indicated with a letter Co the use shall be conditionally permitted subject to approval of a conditional use permit
Table 5 5 Schedule of Permitted Uses Parks and Recreational Uses Schedule of Uses P P OS Os OS Private Public Planning Area lB 5 and 30 6 and 27 8 9A 7B 7C Portions 9B and 25and of 6
and 13 26 7A Agricultural Uses Athletic Field P P Bicycle paths P P P P Campground Caretakers quarters Cemeteries mausoleums and related uses Game courts badminton tennis racquetball
P P Golf driving range not part of a golf course Golf course and clubhouse P P Govemment and public utility facilittes C C P P Gymnasium P P Microwave antennatower Nature centersexhibits
Nurseries Group Picnic Facilities p P Private parks and recreation facilities P P P P Parking areas P P Roripaugh Ranch Specific Plan C OOCUMENTS AND SETTINGSINAASEHSIlOCAL SETTINGS
TEMPlSPSECT5CCDOCUMENT DOC 518 November 2002
SPECIFIC PLAN ZONING ORDINANCE Public parks and recreational facilities P P P P Recreational vehicle park Riding stable public or private Shooting galleries ranges archery courses Single
family dwellings Tree Farms 1 See Zoning Appendix of Development Code 17 40 for antenna information 1I111 111111 1 llljlmlllllll 11111111I1111I1 2@@H18567 191 08 2003198 OOtl 66 of 83
Roripauah Ranch Specific Plan C OOCUMENTS AND SETTINGSINAASEHSIlOCAL SETTINGSITEMPlSPSECT5CCDOCUMENT DOC 519 November 2002
SPECIFIC PLAN ZONING ORDINANCE 5 5 3 DEVELOPMENT STANDARDS In the Parks andOpen Space districts development standards are as follows Table56 Development Standards Parks and Open Space
Standards Development Standards P OS Planning Area 18 5 6 27 and 7A 7B 7C 8 31 9A 9B 13 25 and 26 Minimum lot size 10 000 sq ft Maximum lot coverage 25 Maximum height 35feel Floor area
ratio 1 Setback from parking structure 25 feel Setback from parking structure 25 feet Minimum open spacellandscaping 75 100 1 Excludes light poles and communication facilities 1lI1111UII
I1I1 I I fl IIII IIII fll 1 11 Sl 8 8 Of 8 Roripaugh Ranch Specific Plan C DOCUMENTS AND SETTtNGSINAASEHSILOCAL SSPESTECTTI5NCGCDSOlCTUEMMENPT DOC 520 November 2002
SPECIFIC PLAN ZONING ORDINANCE 5 6 PUBLlCIINSTITUTIONAL DISTRICTS PLANNING AREAS 28 AND 29 56 1 DESCRIPTION OF SCHOOL DISTRICT AND PUBLIC INSTITUTIONAl DISTRICT The purpose 01 this district
is to facilitate the construction of an Elementary School site and Middle School site Planning Area 28 will be developed as a Middle School site and Planning Area 30 will be developed
as an Elementary School sRe 562 USE REGULATIONS SPclahnonoinl sgitAereraessp2e8cativnedly29 shall only be designated to be used as a Middle School site and an Elementary Tlmlllllllllllllllll
II Im 1I11111111111111111111 2@@3 @18567 iSI109 20Q3 iSl8 OOA 68 of 83 Roripaugh Ranch Specific Plan CDOCUMENTS AND SETTINGSINAASEHSIlOCAL SETTINGSlTEMPlSPSECT5CCDOCUMENT DOC 521 November
2002
SPECIFIC PLAN ZONING ORDINANCE 5 7 PUBLIC INSTITUTIONAL PLANNING AREA 32 5 7 1 DESCRIPTION OF PUBLIC INSTITUTIONAL FIRE STATION The purpose of this district is to facilitate construction
of public and quasi publicuses inappropriate areas of the city Planning Area 31 will be developed as afire station on a 1 5 acre site 5 7 2 USE REGULATIONS Planning Area 31 shall only
be designated as a Fire Station 11111111111111 1111111111 1111 111I11111111 1111111111111111 2@@3 @18567 11 08 2003 198 flOA 69 of 83 Roripaugh Ranch Specific Plan C DOCUMENTSAND SETTINGSINAASEHSlLOC
AL SETTlNGSlTEMPlSPSECTSCCDOCUMENT DOC 522 November 2002
SPECIFIC PLAN ZONING ORDINANCE 5 8 PARKING REQUIREMENTS Refer 10 Chapter 17 24 of the City Development Code for parking requirements 1 11111 lllfl mlllrllmUn 11I11I111111I11I1 2@@H18587
Ii fl3 2t103 08 onn 70 of 83 Roripaugh Ranch Specific Plan C DOCUMENTSAND SETTINGSINAASEHSILOCAL SETTINGSITEMPlSPSECTSCCDOCUMENT DOC 523 November 2002
ATTACHMENT 4 Existing Regulations J 7113471 12 112002 40 111l11111111 llllllillll lIilrllllmlllflllllllllll 3 g@01 r3o A
Attachment No 4 EXISTING REGULATIONS 1 City General Plan 2 The Development Code Title 17 ofthe Temecula Municipal Code 3 The Subdivision Ordinance Title 16 of the Temecula Municipal
Code 4 Citywide Design Guidelines 4 Habitat Conservation Ordinance 5 Mount Palomar Lighting Ordinance 6 Uniform Building Code as locally adopted 7 Uniform Fire Code as locally adopted
8 Standard Drawings for Public Works Construction 7113471 12 11 2002 41 TIIIIIIIIIII 111111111111111111I11111111111111111111111 2@@3 @18567 01 09 20fB 08 OflA 72 of 83
ATTACHMENT 5 On Site and Off Site Improvements 7113471 t2 1112002 42 TIIIIII IIIIIIIIIII IIII 1 1 1111111111 IIII 111 1111 o f O A
ATTACHMENT 5 ON SITE AND OFF SITE IMPROVEMENTS The following shall be used to construct the improvements included in this Attachment a All proposed road improvements shall include associated
flood control storm drain water and sewer lines b All references to bridges shall mean hydro arch bridges or other designs as approved by the City Engineer c Full width improvements
shall consist of the complete street and landscape improvements with the right of way d Half width improvements shall consist of the construction of the improvements from curb to the
raised landscaped median the full width raised landscaped median where applicable and a travel lane adjacent to the median on the unimproved half e On center improvements shall mean
a A38 width improvement consisting of two 14 travel lanes and a 10 turn lane or b A 40 width improvement consisting of two 14 travel lanes and a 12 turn lane PHASE 1 Planning Areas 148
6 and 32 Onsite Prior to issuance of the 34th building permit the following improvements shall be completed 1 Secondary Access Provide secondary access for each Planning Area to existing
Murrieta Hot Springs Road Prior to issuance of the 10Bth building permit or as otherwise specified in the DevelopmentAgreement the following improvements shall be completed 2 Butterfield
Stage Road Construct half width improvements from Murrieta Hot Springs Road to the south project boundary at Planning Area 32 including construction of two full width bridges within
and over Santa Gertrudis Creek and Long Valley Wash 3 Butterfield Stage Road Dedicate full width right of way from the northern project boundary to Murrie1a Hot Springs Road 7113471
111122002 43 lllllllllllllllllllllllmll IIIIIIIIIIIIIIIIIIIIIIIIII m@3 @8567 01 200093 8 0101 74 of 83
4 Murrieta Hot Springs Road Construct full width improvements from east of Pourroy Road at the northern project boundary to the MWD pipeline property 5 Murrieta Hot Springs Road Construct
half width improvements from the MWD pipeline property to Butterfield Stage Road 6 Nicolas Road Offer a dedication for a 110 right of way from Butterfield Stage Road to the west project
boundary 7 Nicolas Road Construct northerly half width plus 10 feet from Butterfield Stage Road to the western project boundary 8 South Loop Road Construct southerly half width in front
of fire station Planning Area 32 Prior to issuance of the 40dh building permit the following improvements shall be completed 9 A Street Construct full width from Murrieta Hot Springs
Road to Butterfield Stage Road 10 B Street Construct full width improvements from Nicolas Road to A Street 11 North Loop Road Construct a full width bridge over and within Santa Gertrudis
Creek and connect the bridge to Butterfield Stage Road with full width improvemen1s 12 Construc11he following traffic signals and related intersection improvements a Traffic signal at
the intersection of Pourroy Road and Murrieta Hal Springs Road b Traffic signals may be required as warranted at the two other project entrances from Murrieta Hot Springs Road located
to the east and west of 1he Pourroy Road main project entrance Oftsite Prior to the issuance of the 1st building permit the following improvements shall be completed 1 North General
Kearney Road at Nicolas Road traffic signal with the ultimate lane configurations of a Northbound N General Kearney Rd 1 Through Lane 1 Right Turn Lane b Southbound N General Kearney
Rd 1 Shared Left 1 Through lane Right Turn Lane c Eastbound Nicolas Rd 1 Left Turn Lane 2 Through Lanes 1 Right Turn Lane 7113471 112 2002 44 l1l llllllllIlllllIr rllnUlffiIUIIIIIIIIIIIIIIIII
2@@3 18567 01 0 3 2003 08 oon 75 of 83
d Westbound Nicolas Rd 1 Left Turn Lane 2 Through Lanes 1 Right Turn Lane These improvements are in addition to the existing improvements and lane configurations and shall supplement
not replace existing turning movements Prior to the issuance of the 10Ei building permit or as otherwise specified in the DevelopmentAgreement the following improvements shall be completed
2 Nicolas Road Construct 40 width on center improvements from the western project boundary to 450 east of the existing Nicolas Road Calle Girasol intersection 3 Secondary Access The
required secondary access for the Plateau area shall be provided by one of the following options a If Nicolas Road is designated as the secondary access route the following improvements
shall be completed i Construct 40 width on center improvements from 450 feet east of the existing Nicolas Road I Calle Girasol intersection to Liefer Road including the full width bridge
structure over and within Santa Gertrudis Creek ii Realign existing Calle Girasol to its ultimate intersection with Nicolas Road including right of way acquisition b If Calle Chapos
from Butterfield Stage Road to Walcott Lane and Calle Girasol from Walcott Lane to the existing Nicolas Road Calle Girasol intersection is designated as secondary access the following
improvements shall be completed i Calle Chapos from Butterfield Stage Road to Walcott Lane Construct 38 width on center improvements to existin9 pavement ii Calle Girasol from Walcott
Lane to the existing Nicolas Road Calle Girasol intersection Construct 38 width on center improvements as required by the City Fire Chief and City Engineer including right of way acquisition
and horizontal curve realignment on Calle Girasol from Walcott Lane to the existing Nicolas Road Calle Girasol intersec1ion c If Butterfield Stage Road from the sou1hern project boundary
to Rancho California Road is designated as secondary access construct half width improvements from the southern project boundary at Planning Area 32 to Rancho California Road excluding
any existing improvements 4 The Developer shall contribute an undetermined percentage of the total construction costs for traffic signals for the lane improvemen1s at Murrieta Hot Springs
Road and Alta Murrieta in the City of Murrieta including improvements to be specified The developer shall provide the City of Temecula with a letter from 7113471 12 112002 45 u o@@3
@18 6 11111111111111111111111111111111I11111111111111I11111111 1 9 i30 A
the City of Murrieta stating that a fair share contribution to identified improvements at this intersection has been made 5 The Developer shall contribute 5 8 of the total construction
costs for the traffic signal and additional improvements identified as southbound left turn lane southbound right turn lane eastbound through lane eastbound right turn lane westbound
through lane and westbound free right turn lane at 1 215 Freeway Southbound Ramps at Murrieta Hot Springs Road PHASE 2 Planning Areas 10 11 12 14 24 27 31 33A and 338 Prior to the issuance
of any building permit in Phase 2 the following improvements must be completed Onsite 1 Butterfield Stage Road Construct remaining half width improvements from Murrieta Hot Springs Road
to the south project boundary at Planning Area 32 including construction of two full width bridges within and over Santa Gertrudis Creek and Long Valley Wash 2 Murrieta Hot Springs Road
Construct remaining half width improvements from the MWD pipeline property to Butterfield Stage Road 3 North Loop Road Construct full width improvements from the bridge structure at
North Loop Road Santa Gertrudis Creek crossing to the Long Valley Wash Bridge structure at South Loop Road 4 South Loop Road Construct the full width bridge structure crossing Long Valley
Wash and construct full width street improvements from this bridge to Butterfield Stage Road 5 Nicolas Road Construct remaining improvements from Butterfield Stage Road to western project
boundary 6 The developer shall construct the following traffic signals and related intersection improvements a Murrieta Hot Springs Road at Butterfield Stage Road b Nicolas Road at Butterfield
Stage Road c Calle Chapos at Butterfield Stage Road Offsite 1 Butterfield Stage Road Construct full width improvements from the southern project boundary a1 Planning Area 32 to Rancho
California Road excluding any existing improvements City has agreed 10 use an expected 2 7 million gran1 to assist in the construction of this segment 7113471 12 112002 46 111111 1111111
1I11 1111111111 111111 111111 III 1111111111111 2@@HI8567 I1 @8 20193 08 OOft 77 of 83
2 Nicolas Road Construct 40 width improvements from 450 feet east of the existing Nicolas Road Calle Girasol intersection to Liefer Road including the full width bridge structure over
Santa Gertrudis Creek 3 Calle Girasol and the Nicolas Road Calle Girasol intersection Realign existing Calle Girasol to i1s ultimate intersection with Nicolas Road including right of
way acquisition 4 Calle Chapos Construct 38 width on center improvements from Butterfield Stage Road to the existing paved terminus at Walcott Lane 5 Winchester Road at Nicolas Road
traffic signal to be constructed with the following ultimate lane configurations a Northbound Winchester 2 Left Turn Lanes 4 Through Lanes 1 Free Right Turn Lane b Southbound Winchester
2 Left Turn Lanes 4 Through Lanes 1 Right Turn Lane c Eastbound Nicolas Road 1 Left Turn Lane 1 Through Lane 1 Right Turn Lane d Westbound Nicolas Road 3 Left Turn Lanes 1 Through Lane
1 Right Turn Lane These improvements are in addition to the existing improvements and lane configura1ions and shall supplement not replace existing turning movements 6 Butterfield Stage
Road at Rancho California Road traffic signal with the ultimate lane configurations of a Northbound BSR 1 Left Turn Lane 2 Through Lanes b Southbound BSR 1 Left Turn Lane 2 Through Lanes
c Eastbound RCR 2 Left Turn Lanes 2 Through Lanes d Westbound RCR 1 Left Turn Lane 2 Through Lanes These improvements are in addition to the existing improvements and lane configurations
and shall supplement not replace existing turning movements City has agreed to use an expected 2 7 million grant to assist in the construction of this segment 7 The Developer shall contribute
11 1 of the total construction costs for traffic signals and northbound through lane southbound through lane and westbound through lane improvements at Murrieta Hot Springs Road and
Winchester Road 7113471 12 1112002 47 lllll llllllli III II liI 1I1 11 11111
11 1111 2@@3 @18567 Ell 03 2003 08 lOA 78 of e
8 The Developer shall contribute 142 of the total construction costs for traffic signal and northbound shared left through lane eastbound through lane and westbound through lane for
Murrieta Hot Springs Road and Margarita Road 7113471 12 1112002 48 1111111111111111 11111111111111111111l11 111111I11111I1 2@@18@5637 I1 08 1203 f18 OOA 79 of 83
ATTACHMENT 6 RECREATION AMENITIES 7113471 12 210012 49 1I111111111111111Im 111I1I11111I11111111I11I111I1 1 2@32@j
ATTACHMENT 6 RECREATION AMENITIES In addition to the trail park and recreation amenities described in the Specific Plan the following items shall also be provided 1 The staffed entry
gates shall contain all the architectural details and materials shown to the City Council at the November 26 2002 public hearing on this project These details and materials shall include
the cupolas and brass features represented by OWNER and as specified in the Specific Plan 7113471 112 2002 50 1IIIIIIIIIIInlll IIIITllllll11l IIIIIIIIIIIIIIIIIIII 2@@3 @18587 61110 32003
I8 D iA 81 of 83
DEFINITIONS 4 GENERAL PROVISIONS 7 Binding Covenants 7 Interest ofOWNER 7 Term 7 Termination 7 Transfers and Assignments 8 DEVELOPMENT PROVISIONS 10 Vesting 10 Reserved Authority 13
Further Assurances to OWNER Regarding Exercise ofReserved Authority 14 Consistent and Inconsistent Enactments 14 Amendment ofDevelopment Agreement 15 Future Amendments to Development
Plan Approval s 17 Future Development Approvals 17 OBLIGATIONS OF THE PARTIES 18 FEE AND EXACTION RELATED RESPONSIBILITIES 18 PHYSICAL IMPROVEMENTS 24 Public Facility Financing Plan
25 Related Real Property Conveyances Conditions to Development Agreement 25 INDEMNIFICATION 25 RELATIONSHIP OF PARTIES 26 PERIODIC REVIEW OF COMPLIANCE WITH AGREEMENT 26 Periodic Review
26 Good Fai1h Compliance 26 Failure to Conduct Annual Review 27 Initiation of Review by City Council 27 Administration of Agreement 27 Availability ofDocuments 27 EVENTS OF DEFAULT REMEDIES
AND TERMINATION 27 Defaul1s by OWNER 27 Defaults by CITY 28 7113471 12 lt2002 51 1111111111111111111Ifl llllllIl I I IIII 1111 0 O i 3
Third Parties Force Majewe Extensions 28 29 29 30 30 30 30 30 30 30 31 31 32 32 32 33 33 33 33 33 33 33 34 34 34 34 34 34 34 35 35 Specific Performance Remedy Institution of Legal Action
Es10ppel Certificates WAIVERS AND DELAYS No Waiver Notice ofDelay NOTICES ATTORNEYS FEES RECORDING EFFECT OF AGREEMENT ON TITLE Effect on Title Encumbrances and Lenders Rights SEVERABILITY
OF TERMS SUBSEQUENT AMENDMENT TO AUTHORIZING STATUTE RULES OF CONSTRUCTION ANDMISCELLANEOUS TERMS In1erpretation and Governing Law Section Headings Gender No Joint and Several Liability
Covenant ofGood Faith and Fair Dealing No Waiver of Vesting Time of Essence Reci1als Entire Agreement EXTENSION OF MAPS NOTFOR BENEFIT OF THIRD PARTIES ATTACHMENTS COUNTERPARTS 7113471
111122002 52 lIllllll1lllll1l1 111I11I1I11I11I11I1111111 IIIII o @23i@ot OA