HomeMy WebLinkAbout4th Operating Memorandum to Development Agreement
A DOC 2007 0160512 03 08 2007 08 00A Fee NC Page 1 of 20 Recorded in Official Records County of Riverside Larry W Ward ssessor County Clerk Recorder 11111111111111111111111111111111111111111111111111
1111 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO City ofTemecula 43200 Business Park Drive P O Box 9033 Temecula California 92589 9033 Attention City Clerk S R U PAGE SIZE DA
MISC LONG RFD COpy I CHG EXAM M A L 465 426 JlCro I l Exempt from recording fees pursuant to Gov Cod Sec 27383 Space above for recorder s use FOURTH OPERATING MEMORANDUM TO THE RECORDED
DEVELOPMENT AGREEMENT BETWEEN CITY OF TEMECULA AND ASHBY USA LLC RORIPAUGH RANCH PROJECT THIS FOURTH OPERATING MEMORANDUMto the Recorded Development Agreement Between the City of Temecula
and Ashby USA LLC Memorandum is made and entered into as of March 6 2007 by and between City ofTemecula a municipal corporation City Ashby USA LLC a California limited liability company
Developer and Ohio Savings Bank a federal savings bank Bank In consideration ofthe mutual agreements set forth herein and for other valuable consideration the receipt and sufficiency
of which are hereby acknowledged City Developer and Bank agree as follows 1 RECITALS This Memorandum is made with respect to the following facts and for the following purposes each ofwhich
are acknowledged as true and correct by the parties A Developer is responsible for the development ofthat certain real property the Property located in the City ofTemecula County of
Riverside State ofCalifornia and is generally known as Roripaugh Ranch which Property is more specifically described on Exhibit A Legal Description ofProperty 927732 8 March 5 2007 4
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B On December 17 2002 the City and Developer entered into that certain agreement entitled Development Agreement by and between the City ofTemecula and Ashby USA LLC which Development
Agreement was recorded on January 9 2003 in the Official Records of Riverside County as Document No 2003 108567 which was amended on February 28 2006 by the First Amendment to Development
Agreement Between City of Temecula and Ashby USA LLC recorded on March 7 2006 in the Official Records ofRiverside County as DocumentNo 2006 0162268 collectively the Development Agreement
C Section 3 5 ofthe Development Agreement authorizes Developer or an Owner and the City to approve an Operating Memorandum which does not constitute an amendment to the Development Agreement
in order to implement the Development Agreement or provide for changes adjustments or clarifications that are appropriate to further the intended purposes ofthe Development Agreement
The First Operating Memorandum was entered into on October 21 2004 the Second Operating Memorandum was entered into on March 21 2006 and the Third Operating Memorandum was entered into
on August 31 2006 D The Roripaugh Ranch Specific Plan was approved by the City Council on November 26 2002 and was amended on January 11 2005 and February 14 2006 the Specific Plan The
Specific Plan is part ofthe Development Plan as defined in Section 1 ofthe Development Agreement E The Specific Plan and Development Agreement require Developer to construct certain
Public Improvements necessary to support the homes to be built within the Project The Specific Plan and Development Agreement further provide that the issuance of building permits is
dependent on the completion of specific Public Improvements as set forth in the Specific Plan and Development Agreement F Sufficient Public Improvements have been constructed to permit
the issuance of 107 building permits for the Phase I Panhandle Area G Developer has requested the City issue ofall ofthe 515 building permits for Phase I ofthe Project the Panhandle
prior to the completion ofthe Public Improvements required for the issuance ofthe Phase I building permits Phase I Public Improvements City is willing to issue the 515 building permits
for the Phase I area provided that it receives certain assurances that the required Public Improvements will be completed regardless of the status of the Project and that aDeposit Agreement
for the remarketing or tender ofthe Bonds and an amendment to the Acquisition Agreement for the Bonds dated as of March 1 2006 are completed The Phase I Public Improvements are described
in Exhibit B ofthis Memorandum H The changes adjustments and clarifications of the Development Agreement set forth in this Memorandum are appropriate to further the intended purposes
of the Development Agreement and the Specific Plan 1 As used in this Memorandum the following terms shall be defined as follows 927732 8 March 5 2007 4 00 pm 2 r illlllllllll 1111111I1111111111111111
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1 Bonds shall mean those bonds designated as 51 250 000 Temecula Public Financing Authority Community Facilities District No 03 02 Roripaugh Ranch 2006 Special Tax Bonds 2 Completion
Date shall mean the date for completion of the Phase I Public Improvements which date is defined in Section 4A as the date which is six 6 months from the date of this Memorandum 3 Deferral
Agreement shall mean that certain agreement between Developer and City dated as ofSeptember 23 2003 entitled Agreement to Defer Completion ofConditions of Approval Until After Recordation
of Final Map for Tract No 29353 2 Roripaugh Ranch Specific Plan as amended 4 Development Agreement shall mean that certain Development Agreement described in Section I B 5 Force Majeure
is defined in Section S D ofthis Memorandum 6 Phase I Public Improvements are the public improvements described in the Development Agreement and Specific Plan as required for the homes
in Phase I of the Project that have not been completed as of the date of this Memorandum and which are described on Exhibit B to this Memorandum 7 Roripaugh Ranch Project shall mean
that development project described in the Development Agreement and the Specific Plan 8 Specific Plan shall mean the Roripaugh Ranch Specific Plan SP 14 approved by the City Council
on November 26 2002 as amended 2 ISSUANCE OF BUILDING PERMITS FOR PHASE I OF THE PROJECT The City shall issue the 515 residential building permits for Phase 1 ofthe Project with the
fulfillment ofthe following conditions without application offorce majeure A Developer posts the Letter ofCredit described in Section 3 of this Memorandum concurrently with the issuance
ofthe fourth 4th residential building permit for Phase I of the Project B The Riverside County Flood Control District and the applicable Resource Agencies have issued such permits and
approvals as necessary to the six foot 6 diameter storm drain necessary for completion of I permanent access on Murrieta Hot Springs Road and Butterfield Stage Road for the fire station
except for sidewalks and landscaping and 2 the Secondary Access required by Attachment 5 to the Development Agreement and as described in Section n of the conditions precedent to the
I 08th building permit in Appendix K to the Official Statement except for landscaping and sidewalks and 927732 8 March 5 2007 4 00 pm I 111111I1111111 I1I11 11111111I1111111111111I1111111111111
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C All other conditions and requirements for the issuance of the requested building permits including but not limited to Building Codes plan checks have been fulfilled except for completion
ofthe Phase I Public Improvements 3 SECURITY FOR COMPLETION OF PHASE I PUBLIC IMPROVEMENTS A Developer shall post with the City an irrevocable letter of credit from the Bank in a form
acceptable to the City Attorney of City for the payment ofthe costs of construction ofthe Phase I Public Improvements Letter of Credit concurrently with the issuance of the fourth 4th
residential building permit for Phase I ofthe Project B The amount of the Letter of Credit shall be Eight Million Thirty Thousand Dollars 8 030 000 00 City Developer and Bank agree that
the amount ofthis Letter of Credit is areasonable estimate ofthe of the costs to completed the Phase I Public Improvements that have not been constructed as ofthe date of this Memorandum
including design and construction management which amount is 6 423 274 aconstruction contingency offifteen percent 15 ofthe amount of the estimated remaining construction costs which
amount is 496923 and a contingency often percent 10 of the amount of the estimated remaining construction costs for reasonable management expenses of the City including staff time which
amount is 642 328 I The parties hereto acknowledge and agree that the Letter of Credit shall function as the security for the City that the Phase I Public Improvements shall be constructed
as provided in the Specific Plan and Development Agreement regardless ofthe financial status ofthe Developer or the Project or the status of Developer s loans with the Bank and that
without the Letter of Credit the City would not release the Phase I building permits as provided in Section 2 unless the Letter of Credit is posted as provided herein The Letter of Credit
shall have a term ofone year Ifthe Letter of Credit is not renewed in a form acceptable to the City Attorney or if anew letter of credit posted with the City from a bank financially
comparable to Bank in aform acceptable to the City Attorney on or before thirty 30 days prior to the end ofthe term City may draw on the full amount remaining on the Letter of Credit
for the purpose ofpreserving its security and notwithstanding the prerequisites for drawing on the Letter of Credit set forth in the Memorandum In the event the City draws on the Letter
ofCredit for this reason the City shall expend the funds for the purposes set forth in Section 3 C and shall provide Developer and Bank with notice and documentation of its expenditures
The Bank agrees that during the term of the Letter ofCredit the Bank shall not be cancel or otherwise modified the Letter of Credit without the prior express written consent of the City
2 The Letter of Credit shall be decreased not less frequently than every thirty 30 days from the date ofits posting in an amount equal to Developer or City expenditures actually made
and drawn on the Letter of Credit pursuant to this Memorandum during the preceding thirty 30 day period C Developer shall have the right to draw upon the Letter ofCredit only for the
purpose of paying for the costs of construction ofthe Phase I Public Improvements and no other Requests for payment under the Letter of Credit shall be in writing to the City and the
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Bank and shall include reasonable documentation showing that the funds requested have actually been incurred for such costs including without limitation invoices and conditional lien
releases from contractors for work actually performed or in the case of claims for project management costs invoices therefor The costs of construction eligible for payment under the
Letter of Credit are I payments to contractors for actual construction of the Phase I Public Improvements 2 the costs of revisions to design of Phase I Public Improvements and 3 project
management costs Bank agrees to release funds from the Letter ofCredit only for these purposes and no others Absent objection to a particular request the same shall be paid within ten
10 working days ofpresentation 1 City shall have the right to object to adraw on the Letter of Credit by the Developer but any such objection shall only be on the limited grounds that
the City has determined in good faith that draw is requested for work which is not part ofthe Phase I Public Improvements or the work was not actually performed and for no other reasons
2 If City objects to a request for a draw by the Developer the City shall send a written objection to all parties within the time frame specified in Section 3 C Thereafter the parties
shall meet and confer in good faith to resolve the objections No legal action on such arequested draw may be filed until at least ten 10 working days following the notice of objection
D If the City elects to take over the construction ofthe Phase I Public Improvements as provided in Section 4 below then 1 The City shall have the right to draw upon the Letter of Credit
only for the purpose ofpaying for the costs of construction of the Phase I Public Improvements and no other Requests for payment under the Letter of Credit shall be in writing to Developer
and the Bank and shall include reasonable documentation showing that the funds requested have actually been incurred for such costs including without limitation invoices and conditional
lien releases from contractors for work actually performed or in the case of claims for project management costs invoices therefor The costs of construction eligible for payment to the
City under the Letter ofCredit in the event of a takeover are I payments to contractors for actual construction ofthe Phase I Public Improvements 2 the costs of revisions to design of
Phase I Public Improvements 3 project management costs and 4 reasonable City expenses as described in Section 3B Bank agrees to release funds from the Letter of Credit only for these
purposes and no others Absent objection to aparticular request the same shall be paid within ten 10 working days ofpresentation 2 In the event of aCity takeover of construction ofthe
Phase I Public Improvements conditional upon presentation by the City ofproper documentation for the purposes specified above Bank agrees to honor the City s request for draws on the
Letter of Credit within the time frame specified in Section 3 D without offset and without regard to of the financial status ofthe Developer or the Project or the status ofDeveloper
s loans with the Bank Bank further agrees to honor the City s request for draws on the Letter of Credit even if the Developer is in default of its loan with Bank or the Project is not
progressing as planned 927732 8 March 5 2007 4 00 pm 5 1111111111111111111111I1111I1111111111111I1111111111111 2QQ7 Q18Q512 03 08 2007 08 OOR
3 Bank or Developer shall have the right to object to a draw on the Letter of Credit by the City but any such objection shall only be on the limited grounds that the Bank and Developer
have determined in good faith that draw is requested for work which is not part of the Phase I Public Improvements or the work was not actually performed and for no other reasons Bank
and Developer shall have no right to object to a draw or to offset money requested from adraw for claims against the City Temecula Financing Authority or any officers employees or agents
ofthese entities If Bank or Developer objects to a request for adraw by the City the objector shall send a written objection to all parties within the time frame specified in Section
3 D I Thereafter the parties shall meet and confer in good faith to resolve the objections No legal action on such a requested draw may be filed until at least ten 10 working days following
the notice ofobjection E Upon acceptance of all ofthe Phase I Public Improvements by the applicable governmental agency City shall release the Letter ofCredit and exonerate the Bank
from its obligations under the Letter ofCredit in such form as is reasonably acceptable to the Bank F Upon posting ofthe Letter of Credit the city shall not require the payment ofthe
City s Transportation Uniform Mitigation Fee TUMF prior to the issuance of residential building permits for Phase I of the Project in accordance with the Roripaugh Ranch Project Transportation
Uniform Mitigation Fee Program Improvement and Credit Agreement dated as of February 28 2006 Ifresidential building permits are requested prior to the posting of the Letter of Credit
the City shall require payment ofTUMF 4 CITY RIGHTS TO TAKEOVER CONSTRUCTION OF PHASE I PUBLIC IMPROVEMENTS A Developer agrees to diligently construct the Phase I Public Improvements
and to devote its best efforts towards the construction of the Phase I Public Improvements Developer further agrees to complete the Phase I Public Improvements on or before six 6 months
from the date ofthis Memorandum Completion Date subject to force majeure as provided in Section S D To the extent landscaping is required by the Development Agreement or Specific Plan
for any of the Phase I Public Improvements described on Exhibit B landscape improvements shall be considered deemed complete for the purposes ofthis Memorandum only at the beginning
ofthe maintenance period and completion shall not include the landscape maintenance periods Developer shall continue to be responsible for the completion of landscape requirements as
provided in the Development Agreement and Specific Plan Other Phase I Public Improvements shall be deemed complete for the purposes of this Memorandum if the improvement can be safely
used for the designated public purposes and minor cosmetic modifications commonly designated punch list items do not exceed five percent 5 ofthe estimated cost ofthe item as the cost
of such item is described on Exhibit B Phase I Public Improvements Developer shall continue to be responsible for for the completion oflandscape requirements as provided in the Development
Agreement and Specific Plan B In the event the Developer does not complete the Phase I Public Improvements on or before the Completion Date without the application offorce majeure the
City shall have the right but not the obligation to take over and complete the construction of the 927732 8 March 5 2007 4 00pm 6 I 1111I111111111111 11111111I1 111111111111I11111111I1111
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Phase I Public Improvements In order to implement this right ofthe City the Developer Bank and City agree as follows 1 Prior to the takeover of construction ofthe Phase I Public Improvements
City shall give thirty 30 calendar days prior written notice to Developer and Bank which notice may be given thirty 30 days prior to the Completion Date 2 Bank is hereby authorized to
accept awritten statement in affidavit form from the Director ofPublic Works ofthe City declaring that the City will take over construction as full and complete evidence that the City
is entitled to take over construction pursuant to this Memorandum and of the authority ofthe City to draw any amounts available under the letter of Credit in accordance with the terms
provisions and conditions of this Memorandum and the Letter of Credit Bank shall have no obligation to determine the accuracy ofthe statement or of any facts upon which the City has
based its determination and shall thereupon be permitted to fund the completion of the Phase I Public Improvements by the City C The Subdivision Performance Bonds and Subdivision Labor
and Materials Bonds will be released in accordance with the provisions of the Subdivision Improvement Agreements for the Project D In the event City takes over the construction ofthe
Phase I Public Improvements the Developer and the Bank shall cooperate with the City in the construction process including without limitation making available all records ofconstruction
of the Phase I Public Improvements E The City agrees that in the event of default by Developer under the terms of the Loan Documents the Bank may succeed to all rights ofDeveloper and
may at its option complete the construction and installation ofthe Phase I Public Improvements subject to the same terms and conditions applicable to the Developer including without
limitation the City s rights to take over the construction ofthe Phase I Public Improvements pursuant to this Memorandum 5 LEGAL REMEDIES RELEASE OF CLAIMS A Developer s and Bank s sole
remedy in the event of a breach ofthis Memorandum by City shall be specific performance declaratory relief writ ofmandate or similar remedies to compel City s compliance with the terms
of this Memorandum Due to the size nature and scope ofthe Project it may not be practical or possible to restore the Property to its natural condition once implementation of this Memorandum
has begun After such implementation Developer and Bank may be foreclosed from other choices they may have had to utilize the Property and provide for other benefits City acknowledges
that Developer and Bank have already invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms ofthis Memorandum
and will be investing even more significant time and resources in implementing the Project in reliance upon the terms ofthis Memorandum and it may not be possible to determine the sum
of money which would adequately compensate Developer and Bank for such efforts For the above reasons the City Developer and Bank agree that damages may notbe an adequate remedy if the
City fails to carry 927732 8 March 5 2007 4 00 pm 7 111111I1111111 11111 11111111I1111111111111I1111111111111 2QB7 Q18B512 03 082007 08 OOR
out its obligations under this Memorandum and that Developer s and Bank s sole legal or equitable remedy shall be the right to seek and obtain specific performance declaratory relief
writ of mandate or similar remedies to compel City s compliance with the terms ofthis Memorandum as aremedy for any breach of this Memorandum or the unlawful failure to issue building
permits for Phase I ofthe Project and that specific performance declaratory relief writ ofmandate or similar remedies to compel City s compliance with the terms ofthis Memorandum are
available remedies in the event Developer or Bank establishes City s breach of this Memorandum or the unlawful failure to issue building permits for Phase I ofthe Project Any such action
shall be filed in the appropriate court within one 1 year from the date of the action by the City that is being challenged B Developer and Bank shall not retain the right to seek and
each hereby expressly waives the right to seek damages against City its elected and appointed officials agents contractors and attorneys for any action or failure to act under this Memorandum
C City shall have all legal and equitable remedies available to it provided City shall not file any such action until twenty 20 days following notice to Developer and Bank of the alleged
breach or other problem except for such filings as may be necessary to preserve any applicable statute oflimitations During such 20 day period the parties shall meet and confer in good
faith in an attempt to resolve the dispute D Developer shall not be deemed to be in default subject to the provisions of this section where failure or delay in performance ofany ofits
obligations under this Memorandum is caused by floods earthquakes rain fires wars riots or similar hostilities beyond Developer s control but for no other causes force majeure If Developer
claims force majeure pursuant to this section the Developer shall notifY the City within five 5 business days ofthe event The cumulative days allowed for force majeure relief under this
Memorandum shall be a maximum offorty five 45 days E In consideration ofthe promises of the parties specified in this Memorandum and the need for Developer and Bank to obtain the early
release ofthe Phase I building permits in order to facilitate the sale ofthe 515 lots of Phase I to merchant builders the Developer and Bank shall fully and forever release acquit and
discharge the City Temecula Public Financing Authority their officers elected officials attorneys agents servants representatives and employees Released Parties of and from any and all
past present or future claims demands obligations actions causes of action for monetary damages or for relief by way of writ ofmandate for costs losses of service expenses liability
attorney fees suits and compensation of any nature whatsoever except for injunctive or declaratory relief or specific performance whether based on tort contract or other theory ofrecovery
known or unknown that they now have have had asserted or could have asserted because of any event act act error or omission occurring up to and including the date of this Memorandum
relating to the Specific Plan Development Agreement Deferral Agreement First Second or Third Operating Memoranda the lai1d use entitlements for the Roripaugh Ranch Project the Bonds
or otherwise relate to the alleged actions or inactions of the Indemnified Parties with respect to the Roripaugh Ranch Project or the Bonds The foregoing release shall not affect any
rights duties or obligations arising under this Memorandum or arising in the future under any agreement between the parties hereto subject to the terms of those agreements or an action
to compel the Authority 927732 8 March 5 2007 4 00 pm i 111111I1111111 I1I1I 1111111111111111111111I1111111111111 8 021Q8QQ5172 03 08 2007 08 OOA
to release the proceeds ofthe Bonds pursuant to the terms ofthe Acquisition Agreement The Developer and Bank hereto acknowledge that they are familiar with Section 1542 ofthe California
Civil Code which provides A general release does not extend to claims which a creditor does not know or suspect to exist in his favor at the time of executing the release which if known
by him must have materially affected his settlement with the debtor The Developer and Bank being aware ofthe aforesaid code section each hereby expressly waives any rights they might
have hereunder with respect to the release described in this Section F Any legal action hereunder shall be heard by a reference from the Riverside County Superior Court pursuant to the
reference procedures ofthe California Code of Civil Procedure Sections 638 et seq Developer Bank and the City shall agree upon a single referee who shall then try all issues whether
offact or law and report a finding and judgment thereon and issue all legal and equitable relief appropriate under the circumstances ofthe controversy before him If the parties 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 ofsuch proceeding shall initially be borne equally by the parties Any referee selected pursuant to this Section shall be considered atemporary judge appointed pursuant
to Article 6 Section 21 ofthe California Constitution G Iflegal action is brought by any party against another for breach of this Memorandum or to compel performance under this Memorandum
the prevailing party shall be entitled to an award ofits costs including reasonable attorneys fees and shall also be entitled to recover its contribution for the costs ofthe referee
referred to in this Section as an item of recoverable costs 6 GENERAL PROVISIONS A Pursuant to Section 3 5 of the Development Agreement this Memorandum shall be attached to the Development
Agreement as an addendum and thereafter become part ofthe Development Agreement B As part ofthe Development Agreement this Memorandum shall bind and inure to the benefit ofthe parties
successors transferees and assignees to the same extent as the original Development Agreement This Memorandum shall be recorded in order to ensure that subsequent owners ofthe Property
are bound hereby The parties agree that recordation is proper as a conveyance restriction under Government Code S2728I 5 C In entering into this Memorandum the parties represent that
they have relied upon the legal advice of their attorneys who are the attorneys oftheir own choice and that these terms are fully undertaken and voluntarily accepted by them The parties
further represent that they have no question with regard to the legal import ofany term word phrase or portion 927732 8 March 5 2007 4 00 pm 9 i 111111I11111111111111111111I1111111111111I111111111111
1 2 W Q18Q512 03 013 2007 08 UOA
of this Memorandum or the Memorandum in its entirety and accept the terms of this Memorandum as written D The Developer on behalf of itself and its successors and assigns acknowledges
and agrees that this Memorandum is valid lawful and binding upon the Developer and its successors and assigns The Bank on behalf ofitself and its successors and assigns acknowledges
and agrees that this Memorandum is valid lawful and binding upon the Bank and its successors and assigns E Memorandum constitutes the entire agreement between the parties with respect
to the subject matter hereof and this Memorandum supersedes all previous negotiations discussion and agreement between the parties to this Memorandum with respect to its terms and no
parol evidence ofany prior or other agreement shall be permitted to contradict or vary the terms hereof except for the Development Agreement Specific Plan Deferral Agreement the land
use entitlements for the Roripaugh Ranch Specific Plan Subdivision Improvement Agreements
and the First Second and Third Operating Memoranda F Except for the terms specifically set forth in this Memorandum clarifying and modifying the terms of the Development Agreement and
the Specific Plan all other terms and conditions of the Development Agreement and the Specific Plan shall remain in full force and effect G The recitals set forth above are true and
correct and are incorporated herein by this reference H The terms used in this Memorandum shall have the same definitions as provided in the Development Agreement and the Specific Plan
unless otherwise indicated 1 The City agrees that City Attorney Peter Thorson Esq representatives of the City and representatives ofthe Developer will meet no less frequently than once
amonth to discuss the status of the construction ofthe infrastructure and improvements and any problems encountered or anticipated with respect thereto J Developer warrants and represents
to the City that it has obtained all required third party approvals ofthis Memorandum including without limitation the approval of KB Home Coastal Inc K The following Exhibits are attached
to this Memorandum and incorporated herein as though set forth in full Exhibit A Exhibit B Legal Description of Property Phase I Public Improvements L Except as otherwise expressly provided
by law any and all notices or other communications required or permitted by this Memorandum or by law to be served on or given to a party to this Memorandum by the another party shall
be in writing and shall be deemed duly served and given when personally delivered to the party to whom it is directed or to 927732 8 March 5 2007 4 00 pm 10 111111I1111111 11111 11111111I111111111111
11 1111 11 1111 2007 0160512 03 08 2007 OJ lOR
any officer of that party or in lieu ofpersonal service on the third business day following deposit in the United States mail Certified postage prepaid addressed to To Developer Ashby
USA LLC 470 East Harrison Street Corona CA 92879 Attn Justin Ashby President To Bank Ohio Savings Bank 1801 East Ninth Street Ste 200 Cleveland OH 44114 Attn Mr Frank Bolognia Executive
Vice President To City City ofTemecula Post Office Box 9033 43200 Business Park Drive Temecula California 92589 9033 Attention City Manager 927732 8 March 5 2007 4 00 pm II r 111111I1111111
11111 1111111111 111111111111I1111111111111 2QQ7 m8Q512 03 18 2007 08 lOR
IN WITNESS WHEREOF CITY and Developer have signed and entered into this Memorandum as ofthe day and year first above written ATTEST 927732 8 March 5 2007 4 00pm 12 Iiilm1111111 1111111111111I
11111111111I111 111111111 2007 Q18Q512 03 08 2007 08 OOR
ASHBY USA LLC aCalifornia limited liability company By Ashby Development Co Inc its Man ing Partner By Name Title OHIO SAVINGS BANK a federal savings bank By Steven S Swartz First Vice
President 927732 8 March 5 2007 4 00 pm 13 111111I111111111111111I1111111I11111111111111111111 ill 8 2 QjI A
STATE OF CALIFORNIA ss COUNTY OF verJ de On thisLday of 1gych 2007 before me HlIbep MiljIC H fiR a Notary Public in and for said State personally appeared IAr Io K A J h 6 personally
known to me 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 methat he she they executed
the same in hheisr their authorized capacity ies and that by hheisr 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 Signature 1IJi J 9rMA eR J Commllllon 1522484 i f CounIy seal j Oc 2 t STATE OF CALIFORNIA 1 ss COUNTY OF On this day of 2007 before me aNotary
Public in and for said State personally appeared personally known to me 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 methat he she they executed the same in hheisr their authoriz d capacity ies and that by hheisr 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 Signature seal 927732 7 March 1 2007 1 j IIII 1IIIIIIIIIIIIIIIIIIIIIIillililll
II 1111111I1 2QQ Q18Q512 03 iSI8 2007 08 OfJRr
ASHBY USA LLC a California limited liability company By Ashby Development Co Inc its Managing Partner By Name Title Justin K Ashby President OHIO SAVINGS BANK a federal savings bank
By J Steven S Swartz First Vice President 927732 8 March 5 2007 4 00 pm 13 illl lllIllIlllllllllllllllIflllllllllllll 1111111111111 Q2108QQ5172 03 08 2007 08 OOA 1fl
STATE OF CALIFORNIA ss COUNTY OF On this day of 2007 before me aNotary Public in and for said State personally appeared personally known to me or proved 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 hislher 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 WITNESS my hand and official seal Signature
seal 01 0 STATE OF CiAlLIAFOKl ss COUNTYOF LuAHD A On this 111 day of t1MtH 2007 before me L N4A T P IA1 Jt 1 a Notary Public in and for said State personally appeared s cJtJ S S wLUT
o personally known to me or proved to me on the basis of satisfactory evidence to be the oZ Z1 13 person s whose name s is aFe subscribed to the within instrument and acknowledged to
methat he slleMieyexecuted the same in hislher lteiir 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 seal LINDA J PETRANEK Notary Public State of Ohio Recorded in Lake County My Commission Expires June 13 2C09 J I rIf L sJI 0 1 1 2 1 L i ArS
0i qrf 0f0 I 111 11 11I1 Signature WITNESS my hand and official seal t fJ 927732 7 March 1 2007 1
EXHmIT A LEGAL DESCRIPTION OF PROPERTY RORIPAUGH RANCH PROJECT Metes and Bounds description ofthe North one half ofthe North one half of Section 20 ofT7S R2W S B M 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 half of the North one half ofsaid Section 20 North 88036 41 West adistance of 5229 85 feet to the North Sixteenth corner thereof Thence along the West line of said Section 20 North
00026 13 West adistance of 1319 23 feet to the Northwest corner thereof Thence along the Northerly line ofsaid Section 20 South 88037 05 East adistance of 5233 02 feet to the Point ofBeginning
containing an area of 14558 acres more or less This exhibit is for exhibit purposes only The true legal description is the North one half of the North one halfof Section 20 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 Section 21 ofT7S R2W
S B M Beginning at the Northeast corner of said Section 21 thence along the easterly line ofsaid 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 of said section North 0033 47East 3809 86 feet to the North sixteenth corner ofsaid section thence continuing
along said westerly line North 0034 31 East 1319 80 to the Northwest section corner thence along the northerly line of said section North 88029 37 East 5296 39 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 ofRiverside State of California according to the Official Plat thereof Metes and Bounds description of a portion of Section 20 ofT7S R2W S BM Commencing at the North
sixteenth corner of Section 20 Township 7 South Range 2 West San Bernardino Base and Meridian being the Northeast corner of that certain parcel designated as Not aPart as shown by Parcel
Map on file in Book 1 ofParcel Maps pages 44 through 46 thereof Records of the County of Riverside California thence along the easterly line of said Section 20 South 0033 47 W a distance
of 91734 feet to the True Point of Beginning 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
of Southern California by deed recorded April 24 927732 8 March 5 2007 4 00 pm 14 j 1111111111111111111111111111111111111111111111111111111 2QQ7 Q18Q512 03 0B 2t07 02 OOR 1l
1968 as Instrument No 37774 Official Records of said County Thence along said Easterly line North 12032 09 East adistance 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 of 77165 feet to the True Point of Beginning containing an area of 14 57 acres more or less This description is
for exhibit purposes only 927732 8 March 5 2007 4 00 pm 15 1111111I111111111111 1II111111fllll Ililll III 11II11 1111111 021Q8QQ5172 03 0J lV720 08 OOR lei n
00 Zr rou flo o Z ge Ig5oS 5oougou e5o uo 0Z 0 0 a i a 0 u 1 Ii g Ii o u 0 0 0 5 5 toS t s tilt tIl 0 000 oloex 2 0cf 0 51 5 8 jO 8 ohE n 0 C 10 s 0 0 og oQo s t c u VlV 000 ad oa lU
olU o VI 0g fIl 0 M 0 u u ton 00 flo 00 g B il 5 0 6 g tIl 0 0 0 0C9 c go 2 2 g gj l Vl v 8Eg 5 a 0 5 f3 c55 u 0 cJ 0 0 0 e 5rf 2o M ctI 0 0 o cctI E t 0 0 olr 0 e c bJ U 9 5 s 2l 0
2 O a 2 B E 0 to jsge a 8 5 J OtIloc VlC U CIv 10 e e 8 g 3 oettlol Ooo 0 a 0 e c go g ex 0 C s s C eIC 0 0 c tC OllirJ c 3 eog VlE r cclZl nOO c O 5I Et g c goItf t oC JJ dJ Qldol dol
0 fi t oC c c ttS c I 0 ls sScoex tEti3 oi o ell on ontiou 0oolEo05o UEuisQU5o 0oolE5o Uuis QU5o ao2l 0oolo05oU uis QU5 gioU E05o Jo2l EJoli 50E icJoli 0E 30oUs Q 2 tIl Uf 0u0 doS 0j
oS 0j ioUoU tt 0 0 C 5 5 o 0 U U 00 a 5 5 0 0 UU ooo cO 0 00 0 00 00 00 00 ton No 00 g 0 Q 0 I gf g g e8 0 i E z oS oS 5 in 5 00 0 E tI S r 5 l ilJoo Oc oo ilJ i 5 l tI P ilJ s ilJ 0
ilJ ilJ 0 I ti tilJ tilJsilJ cbl UilJ 5 p ilJ 9 S 5S S a c o tI s S 5 UtI o ilJ 0 tj c l U ilJ 8 o C u g 0 0 cIo C 0 ac O ilJ bl 8t i s i ilJ C C Ic6o 0 0 5 O J t d i c 5 ilJt la la
g 0 a 3 A 8 t E a la IRe tI 0 S 8lgcco g g t 0 13 s 6 g 00 I B UO ilJOC o ttI ilJ 1 g 0 p 0 0 92 U l 9 gU o ilJ c ilJ I Itouo SeS ilJ o r cIo It u U IU gc ilJ c c 3 8 wJoU J oS Dc O
O ilJE o c I So c 61co Ultu It ItUO iIlJPco Itco I c ailJ glco Icoo be c ti3 en I 0 0 I 0 t co I 0 0 ilJe Ig tI t tIou ilJ ogE g2 U S BotoU B2 gB 8 58 o U J E J 2 U c MlflI 2 ilJ bFb
E e Ei SIco ti 5U p 5sooCIJen s u ilJct Cu c c tI C z 8z8z 83 8la B8 o S S Q 500E5oED 5o05 Bgo oS cIi 0toool5 gIl o ob a d i 111111I11111111111111111111I1111111111111I1111111111111 2QQ
Q18Q512 03 082007 08 OOR tg oU 5o z2 t Mon 0 e cS tJ e Z igf o u CIS y EoJ8l jof t0 u0000lI 11 IlI N r O M 0 fl 0lf f M a M 1oClI MlI 0 IoC 0 CVtVtoOEo eel ooN uNN
fSTATE OF CALIFORNIA ss COUNTY OF On this day of 2007 before me a Notary Public in and for said State personally appeared personally known to me 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 hheisr their authorized capacity ies
and that by hheisr 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 Signature
seal STATE OF CALIFORNIA ss COUNTY OF On this day of 2007 before me a Notary Public in and for said State personally appeared personally known to me 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 hheisr their authorized capacity ies
and that by hheisr 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 Signature
seal 927732 7 March I 2007 1 rllllllllIijlll 1111111I11111I1 1IIIIilmm111111I111111 2QQ7 Q18Q512 03 08 2007 08 OfJR
DOC 2006 0770494 10 19 2006 08 00A Fee Ne Page I of 18 Recorded in Official Records County of Riverside Larry W Ward Assessor County Clerk Recorder 111111111111111111111111111111111111111111111111111
1111 RECORDING REQUESTED BY WHEN RECORDED MAIL TO CITY OF TEMECULA 43200 Business Park Drive Post Office Box 9033 Temecula CA 92589 9033 Attn City Clerk Exempt from filing fee pursuant
to Government Code Section 27383 S R U PAGE SIZE DA MISC LONG RFD COPY I g 465 426 PCOR NCOR SMF NCHG EXAM M A L D30 fJ 0 Space Above for Recorder s Use THIRD OPERATING MEMORANDUM TO
THE RECORDED DEVELOPMENT AGREEMENT BETWEEN CITY OF TEMECULA AND ASHBY USA LLC RORIPAUGH RANCH PROJECT THIS THIRD OPERATING MEMORANDUM to the Recorded Development Agreement Between the
City ofTemecula a California municipal corporation City and Ashby USA LLC Memorandum is made and entered into as of August JL 2006 by and between Ashby USA LLC a California limited liability
company Ashby with reference to the following RECITALS A Ashby is the Developer of that certain real property the Property located in the City ofTemecula County ofRiverside State of
California and is generally known as Roripaugh Ranch which Property is more specifically described on Exhibit A Legal Description of Property 887417 2 August 23 2006 3 10 pm 1
B On December 17 2002 the City and Ashby entered into that certain agreement entitled Development Agreement by and between the City ofTemecula and Ashby USA LLC which Development Agreement
was recorded on January 9 2003 in the Official Records of Riverside County as Document No 2003 108567 which was amended on February 28 2006 by the First Amendment to Development Agreement
Between City of Temecula and Ashby USA LLC recorded on March 7 2006 in the Official Records ofRiverside County as Document No 2006 0162268 collectively the Development Agreement C Section
3 5 5 ofthe Development Agreement authorizes Ashby or an Owner and the City to approve an Operating Memorandum which does not constitute an amendment to the Development Agreement in
order to implement the Development Agreement or provide for changes adjustments or clarifications that are appropriate to further the intended purposes of the Development Agreement The
First Operating Memorandum was entered into on October 21 2004 and the Second Operating Memorandum was entered into on March 21 2006 D The Roripaugh Ranch Specific Plan was approved
by the City Council on November 26 2002 and was amended on January II 2005 and February 14 2006 collectively the Specific Plan The Specific Plan is part ofthe Development Plan as defined
in Section 1 of the Development Agreement E The parties desire to adjust and clarify the requirements ofthe Specific Plan so as insure that the figures illustrating the typical sections
ofthe North and South Loop Roads and the figures illustrating the typical sections for the gated private interior streets provide for the Fire Department access necessary to adequately
serve the development F In order to resolve conflicts between the text of the Specific Plan anticipated unit counts and topographical features the parties desire to provided that curb
adjacent sidewalks are permitted on local streets G The parties also desire to provide for the transfer ofunits between Planning Area 23 PA 23 to Planning Area 24 PA 24 so that the new
total number ofunits will be 51 units in PA23 and 71 units in PA 24 This is aminor change consistent with the objectives and principles ofthe Specific Plan and Development Agreement
in that PA 23 and PA24 are adjacent to each other density transfers are contemplated in the Specific Plan and the area in which the two Planning Areas exist have been planned to accommodate
the total number ofunits between the twoH The changes adjustments and clarifications ofthe Development Agreement set forth in this Third Operating Memorandum are appropriate to further
the intended purposes of the Development Agreement and the Specific Plan 887417 2 August 23 2006 3 10 pm 2
NOW THEREFORE in consideration of the mutual agreements set forth herein and for other valuable consideration the receipt and sufficiency ofwhich are hereby acknowledged City and Ashby
agree as follows AGREEMENT I Revisions to Sections for North Loop Road and South Loop Road Figure 2 4A Section E Typical Section Principal Collector Road 76 ofthe Specific Plan is hereby
deleted and in its place a new Figure 2 4A Section E Typical Section Principal Collector Road 76 Revised July 7 2006 is substituted as shown in Exhibit B to this Third Operating Memorandum
attached hereto and incorporated herein by this reference as though set forth in full All references to Figure 2 4A Section E in the Specific Plan shall be deemed to refer to the new
Figure 2 4A Section E Typical Section Principal Collector Road 76 Revised July 7 2006 set forth on Exhibit B 2 Modification of Section 2 2 9 Proiect Development Standards In order to
resolve conflicts between the text ofthe Specific Plan anticipated unit counts and topographical features Paragraph 17 of Section 2 2 9 is modified to read Curb adjacent sidewalks are
permitted on local streets Sidewalk and landscaping shall be maintained by the Homeowner s Association 3 Typical Gated Interior Street Sections Figure 4 l8B Figure 4 22B Figure 4 22C
Figure 4 22D Figure 4 22E and Figure 4 22F ofthe Specific Plan relating to Typical Gated Private Interior Streets are hereby deleted and in their place a new Figure 4 l8B Revised July
7 2006 Figure 4 22B Revised July 7 2006 Figure 4 22C Revised July 7 2006 Figure 4 22D Revised July 7 2006 Figure 4 22E Revised July 7 2006 and Figure 4 22F Revised July 7 2006 are substituted
as shown on Exhibits C D E F G and H to this Third Operating Memorandum All references to Figure 4 l8B Figure 4 22B Figure 4 22C Figure 4 22D Figure 4 22E and Figure 4 22F in the Specific
Plan shall be deemed to refer to the new Figure 4 l8B Revised July 7 2006 Figure 4 22B Revised July 7 2006 Figure 4 22C Revised July 7 2006 Figure 4 22D Revised July7 2006 Figure 4 22E
Revised July 7 2006 and Figure 4 22F Revised July 7 2006 as shown on Exhibits C D E F G and H 4 Densitv Transfer Between PA 23 and PA 24 The City ofTemecula hereby approves a transfer
ofallowable units between PA 23 and PA 24 as follows 1 The number of units allowed in Planning Area 23 shall be fifty one 51 units and 2 the number ofunits allowed in PA24 shall be seventy
one 71 units 5 General Provisions a Pursuant to Section 3 5 5 of the Development Agreement this Third Operating Memorandum shall be attached to the Development Agreement as an addendum
and thereafter become part ofthe Development Agreement 887417 2 August 23 20063 10 pm 3
b As part ofthe Development Agreement this Third Operating Memorandum shall bind and inure to the benefit of the parties successors transferees and assignees to the same extent as the
original Development Agreement This Third Operating Memorandum shall be recorded in order to ensure that subsequent owners ofthe Property are bound hereby The parties agree that recordation
is proper as aconveyance restriction under Goveinment Code 927281 5 c The Developer on behalfof itself and its successors and assigns acknowledges and agrees that this Third Operating
Memorandum is valid lawful and binding upon the Developer and its successors and assigns d Third Operating Memorandum constitutes the entire agreement between the parties with respect
to the subject matter hereof and this Third Operating Memorandum supercedes all previous negotiations discussion and agreement between the parties to this Third Operating Memorandum
with respect to its terms and no parol evidence ofany prior or other agreement shall be permitted to contradict or vary the terms hereof e Except for the terms specifically set forth
in this Third Operating Memorandum clarifying and modifying the terms of the Development Agreement and the Specific Plan all other terms and conditions of the Development Agreement and
the Specific Plan shall remain in full force and effect f The recitals set forth above are true and correct and are incorporated herein by this reference g The terms used in this Third
Operating Memorandum shall have the same definitions as provided in the Development Agreement and the Specific Plan h The following Exhibits are attached to this Third Operating Memorandum
and incorporated herein as though set forth in full Exhibit A Exhibit B Legal Description of Property Figure 2 4A Section E Typical Section Principal Collector Road 76 Revised July 7
2006 Figure 4 l8B Revised July 7 2006 Figure 4 22B Revised July 7 2006 Figure 4 22C Revised July 7 2006 Figure 4 22D Revised July 7 2006 Figure 4 22E Revised July 7 2006 Figure 4 22F
Revised July 7 2006 Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H 887417 2 August 23 2006 3 10 pm 4
IN WITNESS WHEREOF CITY and Ashby have signed and entered into this Memorandum as ofthe day and year first above written CITY OF TEMECULA a municipal corporation Jfo Shawn D Nelson City
Manager ATTEST APPROVED AS TO FORM Peter M Thorson City Attorney 887417 2 August23 20063 10pm 5
887417 2 August 23 20063 10 pm ASHBY USA LLC a California limited liability company By Ashby Development Co Inc its Managing Partner By USA Investment Partners LLC a Nevada limited liability
company its member By USA Commercial Mortgage Company aNevada corporation its non Member Manager ByJoseph D Milanowski President 6
STATE OF CALIFORNIA ss COUNTY OF RIVERSIDE On this day of AtlP 1f I 2006 before me JubetJ H RHPftfL a Notary Public in and for said State personally appeared Jtsf K hbj personally known
to me or proved to meon 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 hheisr their authorized capacity ies and that by hheisr their signature s on the instrument the person s or the entity upon behalfofwhich the person s acted executed the
instrument WITNESS my hand and official seal Signature Ii f STATE OF CALIFORNIA ss COUNTY OF RIVERSIDE On this day of 2006 before me a Notary Public in and for said State personally
appeared personally known to me 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 hheisr their authorized capacity ies and that by hheisr their signature s on the instrument the person s or the entity upon behalfof which the person
s acted executed the instrument WITNESS my hand and official seal Signature 887417 2 August 23 2006 3 10 pm 16
887417 2 August 23 2006 3 10 pm ASHBY USA LLC a California limited liability company By Ashby Developmcnt Co Inc its Managing Partner By Justin K Ashby President By USA Jnvestmcnt Partners
LLC a Nevada limited liability company its member 6
STATE OF CALIFORNIA ss COUNTY OF RIVERSIDE On this day of 2006 before me a Notary Public in and for said State pcrsonally appeared personally known to me or proved to me on the basis
of satisfactory evidence to be the person s whose name s is arc subscribed to the within instrument and acknowledged to me that he she they executed the same in his her their authorized
eiaepascity and that by his hertheir signaturc s on the instrument the person s or the entity upon behalf of which the person s acted executed the instmment WITNESS my hand and official
seal Signature ttvtt dP STATE OF QI lLIH1FiIkf Cl4r ss COUNTY OF RI v llIUH I On this ll day of 2006 before me Y tIer I s LocI 10 a Notary Public in andJ for said State personally appeared
JCg n i fYt tFhMd A personally known to me or proved to me on the basis of satis actory evidence to bc the person0 whose namef15 i subseribed to the within instrument and acknowledged
to me that h tl cy executed the same in his brthpir authorized eapacity and that by hheisr their signature on the instrument the perso or the entity upon behalf of which the p6erson
acted executed the instrument WITNESS my hand and official seal Signature C JJ I VICTORIA S LOOS j FiEl Notary Puolic State of Nevada r riI 1 Appoinlffient No 00125841 MyApplExpiresJan
9 2008 887417 2 August23 20063 10pm 16
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 of T7S R2W S B M 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 of5229 85 feet to the North Sixteenth corner thereof Thence along the West line of said Section
20 North 00026 13 West adistance of 1319 23 feet to the Northwest corner thereof Thence along the Northerly line of said Section 20 South 8803705 East a distance 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 halfof the North one half ofSection
20 Township 7 South Range 2 West San Bernardino Base and Meridian County of Riverside State of of California according to the Official Plat thereof Metes and Bounds description of Section
21 ofT7S R2W S B M Beginning at the Northeast corner of said 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 ofsaid section thence along the westerly line of said 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 of said section North 88029 37East 532996 feet to
the Point ofBeginning containing an area of632 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 ofRiverside State of California according to the Official Plat thereof Metes and Bounds description of a portion of Section 20 ofT7S R2W S B M
887417 2 August 23 2006 3 10 pm 7
Commencing at the North sixteenth corner of Section 20 Township 7 South Range 2 West San Bernardino Base and Meridian being the Northeast corner of that certain parcel designated as
Not a Part as shown by Parcel Map on file in Book 1 of Parcel Maps pages 44 through 46 thereof Records of the County ofRiverside California thence along the easterly line of said Section
20 South 0033 47 W a distance 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 ofthe land conveyed to
the Metropolitan Water District of Southern California by deed recorded April 24 1968 as Instrument No 37774 Official Records of said County Thence along said Easterly line North 12032
09 East adistance of762 69 feet Thenee on a line parallel with the South line of said parcel designated as Not a Part South 89025 58 East adistance 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 only 887417 2 August 23 2006 3 10 pm 8
ASHBY USA LtC EXHIBIT B FIGURE 24A REVISED JULY 7 2006 15 2 S 5 4 lANDSCAPE EASEMENT oL12L14 14 L12Lto PAS CJ CoQ enQQL en CO aI sP4AA 4B CURl RAiseD lANDSCAPED MEDIAN RJW RJW 6 6 E3
SECTION C l Modified Arterial Highway 110 Murrieta Hot Springs Road Pourroy Road to MWD adjacent to PA 4A 46 and 8 RJW l PF CE SIDEWALK CURB 5 CLASS IIBIKE lANE SOFT SURfACEPATH spur
RAILFENCE I PAINTED STRIPED MEDIAN Ii SIDEWAlK CURl S CLASS n BIKE lANE RJW 6 20 12L12 L12L12 L12 70 110 SECTION 0 111I1111I1 Modified Secondary Highway 110 Roighft Way Nicolas Road
from Butterfield Stage Road to the west project boundary adjacent to Planning Areas 12
33A 336 Onslle Section and Ultimate Offsite Section PAs 12 33B PA33A 6 20 RJW RAISeD lANDSCAPED MEOW RJW 12 15l12I15 52 76 SECTION E Modified Principal Collector Road 76 North loop Road
and South Loop Road adjacent to Planning Areas 14 15 16 17 18 20 21 22 23 24 25 27 28 29 30 31 and 32 6S 12 PA s14 15 16 17 PA s22 23 24 18 20 21 25 32 26 27 28 29 30 31 6 5 NOTE wPaayrsl
shall drain al 2 toward streets Streets shall have 2 cross fall No 00 street par1dng allowed except on local roads and private streets NOT TO SCALE rJ Roripau h Ranch
0g 2f rn i i if p lii 11 I 0ig H f oj l 1 Ehi J o i oj 0 IN ef el E F at E 2 E iI r h 00 OE a i f e ji h 1 j I H o10pJc y g 1tof0JrIUoEf li i l i fl f fr i I Jfi 0PSN m il il 0P 5NN
0f lh 1 0 1 HJf j f jtH ro a Iifife H I f D1 mX IlDIGC 0m lCO lD0mUl mo CrNoo Ol Fire Station I Staffed Primary Entry PA 21 22 and 32 I
a I r N m fli1iii H i i I r ifh Qh i 0 J mn i 0il C pO ff i H I r r r E JiB g HU Hi utI J I A f I l n fJ f f 1 l r 1 j jJzijj ja nGi cmtlD 1 L T lI iIIZ mWm aCrCard Key Gated Entry PA
14 15 and 16 18
zoo rf 1V t1 I i l rlll r f J l s I I li L I J 1 ilna if It 7 oIJtB iJIno 0r7Wil 5rI niO It n n t iJ i 8 i t 50 HI if a Q lO t tI If t f zCora10 oC7 10 iil ziil 10 o10 xl mm UssTREEf
i ril il oM ata o5 lCQ 1 B l iT g ole ttI n iID D ii fI laI j g q Q nr il 2S lcn f i 11 rc n i l1 z 5 Q la if lggo lg i 1Z ii EH g g5 No if aIt f mxJ ij lmi5cmf ljgNo 1 QUI 08 fa f i
H Jo i 1g0a qi g I1Ii o l ii i jlfog0i 3 g g w2 mum oCrOo0 Card Key Gated Entry PA 33A
0to owU woJwulL mIx wx1 uii o II o6UcJ lI i Mili1i 11I Gi IfwWlhtE9 99 on j g 5 cO o II 0jOL t ii uf cil lj 11 ii lOla Z N f B H zZW01 0lg u t afi i1 iiUc IiIiv aj1 uI I9 i UJ 0ilZ 2A
ta JjH OX c w c 0 ij J t hot 1ll i uu DO D a d ll 2kl1l G E g zI j 1 11 ZWN zo Jw 1i3t Fd u3554 jIi 3 ot asga e Na 8 @0co wis oo z
zao 0lc 8 a g f Ilif 5J o n is t i 1 f fl l a a rm i iof ttfd filliB ug Ii i I Ilf f H f i r ot II j7 J J 1 1 rlCard Key Gated Entry PA 10 oo mx riii GGi c0mm0mcmocoo
zSo1t cg n1 HZa 7J o7J Jil mmI M fll lillOIl c Kd Il cK G IXf C e R 7 i lllREt 1 1 l f i gjI f 5eIa I l e 11 A oS ofIETOIl ETOIl fotl J e t Ul ff a l l fr Gt l an 2 l hn X li 1OJ mZZH
NZIi tZ cr lf Baa S aflto 1gii Il at 5 g5 IlH It ail 98 ZZ HZIi 7J m fl Card Key Gated Entry PA 11 12 mx rij rGi cJm Iin mo coom
z Cl3 0 RECORDING REQUESTED BY WHEN RECORDED MAIL TO Exempt from filing fee pursuant to Government Code Section 27383 boc 2006 0225016 03 30 2006 08 00A Fee Ne Page 1 of 8 Recorded in
Official Records County of Riverside Larry W Ward Assessor County Clerk Recorder 11111111111111 1111111 111111 11111111111111111111 11 111 M S U PAGE SIZE DA PCaR NaCaR SMF MISC CITY
OF TEMECULA 43200 Business Park Drive Post Office Box 9033 Temecula CA 92589 9033 Attn City Clerk I 6 A RlCOPY I lONG REFUNI NCHG EXAM I Space Above for Recorder s Use SECOND OPERATING
MEMORANDUM TO THE RECORDED DEVELOPMENT AGREEMENT BETWEEN CITY OF TEMECULA AND ASHBY USA LLC RORIPAUGH RANCH PROJECT THIS SECOND OPERATING MEMORANDUM to the Recorded Development Agreement
Between the City ofTemecula a California municipal corporation City and Ashby USA LLC Memorandum is made and entered into as ofMarchgL 2006 by and between Ashby USA LLC a California
limited liability company Ashby with reference to the following RECITALS A Ashby is the Developer of aportion of that certain real property the Property located in the City ofTemecula
County ofRiverside State ofCalifornia and is generally known as Roripaugh Ranch which Property is more specifically described on Exhibit A Legal Description ofProperty attached hereto
as Exhibit A and incorporated herein as though set forth in full 878889 1 March 15 2006 1
B On December 17 2002 the City and Ashby entered into that certain agreement entitled Development Agreement by and between the City ofTemecula and Ashby USA LLC which Development Agreement
was recorded on January 9 2003 in the Official Records of Riverside County as Document No 2003 108567 which was amended on February 28 2006 by the First Amendment to Development Agreement
Between City of Temecula and Ashby USA LLC recorded on March 7 2006 in the Official Records ofRiverside County as Document No 2006 0162268 collectively the Development Agreement C Section
35 5 ofthe Development Agreement authorizes Ashby or an Owner and the City to approve an Operating Memorandum which does not constitute an amendment to the Development Agreement in order
to implement the Development Agreement or provide for changes adjustments or clarifications that are appropriate to further the intended purposes of the Development Agreement D The Roripaugh
Ranch Specific Plan was approved by the City Council on November 26 2002 and was amended on January 11 2005 and February 14 2006 collectively the Specific Plan The Specific Plan is part
of the Development Plan as defined in Section 1 of the Development Agreement E The parties desire to adjust and clarify the requirements of the Specific Plan so as to confirm that in
calculating the allowable dwelling units in each residential Planning Area of Phase II ofthe Specific Plan the applicable densities are applied to the gross acreage ofa residential Planning
Area and not to the net acreage ofaresidential Planning Area This clarification is eonsistent with the Specific Plan s description ofthe maximum number of residential dwelling units
which may be built in the Specific Plan area and the analysis ofthe impact of the Specific Plan in the Environmental Impact Report for the Specific Plan Phase II is defined in the documents
comprising the Development Plan of the Development Agreement as Planning Areas 10 12 14 through 24 inclusive 31 and 33A ofthe Specific Plan F The changes adjustments and clarifications
ofthe Development Agreement set forth in this Second Operating Memorandum are appropriate to further the intended purposes of the Development Agreement NOW THEREFORE in consideration
of the mutual agreements set forth herein and for other valuable consideration the receipt and sufficiency ofwhich are hereby acknowledged City and Ashby agree as follows AGREEMENT 1
Calculation ofthe Number ofDwelling Units Per Planning Area In calculating the allowable number ofdwelling units per residential Planning Area in Phase II ofthe Specific Plan the parties
agree that the allowable densities for dwelling units shall be applied to the 878889 1 March 15 2006 2
gross acreage of a residential Planning Area and not to the net acreage of aresidential Planning Area The parties further agree that not more than one thousand five hundred 1 500 dwelling
units shall be allowed in Phase II subject to the requirements ofthe Development Agreement and the Specific Plan 2 Dwelling Units Certification Ashby warrants and represents to the City
and to the Temecula Public Financing Authority that with the clarification ofthe calculation ofthe number ofdwelling units allowed per residential Planning Area within Phase II as provided
in this Second Operating Agreement Ashby or its successors in interest have the ability to construct at least one thousand two hundred thirty 1 230 dwelling units in the residential
Planning Areas ofPhase II in accordance with the terms ofthe Development Agreement and the Specific Plan 3 General Provisions a Pursuant to Section 3 5 5 ofthe Development Agreement
this Second Operating Memorandum shall be attached to the Development Agreement as an addendum and thereafter become part of the Development Agreement b As part ofthe Development Agreement
this Second Operating Memorandum shall bind and inure to the benefit ofthe parties successors transferees and assignees to the same extent as the original Development Agreement This
Second Operating Memorandum shall be recorded in order to ensure that subsequent owners of the Property are bound hereby The parties agree that recordation is proper as a conveyance
restriction under Government Code 9527281 c This Second Operating Memorandum constitutes the entire agreement between the parties with respect to the subject matter hereof and this Second
Operating Memorandum supercedes all previous negotiations discussion and agreement between the parties to this Second Operating Memorandum with respect to its terms and no parol evidence
of any prior or other agreement shall be permitted to contradict or vary the terms hereof d Except for the terms specifically set forth in this Second Operating Memorandum clarifying
and modifying the terms ofthe Development Agreement and the Specific Plan all other terms and conditions ofthe Development Agreement and the Specific Plan shall remain in full force
and effect e The recitals set forth above are true and correct and are incorporated herein by this reference f The terms used in this Second Operating Memorandum shall have the same
definitions as provided in the Development Agreement and the Specific Plan 878889 1 March 15 2006 3
IN WITNESS WHEREOF CITY and Ashby have signed and entered into this Memorandum as ofthe day and year first above written Peter M Thorson City Attorney 878889 1 March 15 2006 CITY OF
TEMECULA a municipal corporation ifD Shawn D Nelson City Manager 4
ASHBY USA LLC a California limited liability company By AshbyDevelopment Co Inc its Managing Partner By USA Investment Partners LLC aNevada limited liability company its member tlanowskl
President 878889 1 March 15 2006 5
EXHIBIT A LEGAL DESCRIPTION OF PROPERTY RORIPAUGH RANCH PROJECT Metes and Bounds description of the North one half of the North onehalf of Section 20 of T7S R2W S B M Beginning at the
Northeast corner ofsaid Section 20 thence along the easterly line ofsaid 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 adistance of5229 85 feet to the North Sixteenth corner thereof Thence along the West line ofsaid Section
20 North 00026 13 West adistance of 1319 23 feet to the Northwest corner thereof Thence along the Northerly line ofsaid 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 half ofthe 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 BM Beginning at the Northeast corner ofsaid Section 21 thence along the easterly line ofsaid 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 ofsaid section thence along the westerly line of said 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 of said section North 88029 37East 532996 feet to the Point
ofBeginning containing an area of632 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 and Meridian County ofRiverside State of California according to the Official Plat thereof Metes and Bounds description of aportion of Section 20 of T7S R2W S BM 878889 1 March
15 2006 6
Commencing at the North sixteenth corner ofSection 20 Township 7 South Range 2 West San Bernardino Base and Meridian being the Northeast corner of that certain parcel designated as Not
a Part 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 47 W a distance of974 l3 feet to the True Point ofBeginning Thence North 89025 58 West as distance of929 81 feet more or less to the Easterly line ofthe land conveyed to the
Metropolitan Water District ofSouthern California by deed recorded April 24 1968 as Instrument No 37774 Official Records of said County Thence along said Easterly line North 12032 09
East adistance of762 69 feet Thence on aline parallel with the South line of said parcel designated as Not a Part 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 878889 1 March 15 2006 7
ritjAH G STATE OF CLiIFOIDUA COUNTY OF R1 lDE ss On this day of 2006 before me o Sit a Notary Public in and for said State personally appeared SCseJ h IJ IV o or personally known to
me 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 hheisr their authorized capacity ies and that by hheisr their signature s on the instrument the person s or the entity upon behalfofwhich the person s acted executed the instrument
WITNESS my hand and official seal Signature 9SlrSe NOTARY PI8JC STA1C Of NEVIDA Elql 01 O1O610 DataICCearI8tiNo 1l2 1ZlS7 1 STATE OF CALIFORNIA ss COUNTY OF RIVERSIDE 7 day of J1arch
2006 before me a Notary Public in and for said State personally appeared rlJf Iish6v personally known to me or proved to me on the basis of satisfactory evidence to be the perso whose
nameCsr is Htj subscribed to the within instrument and acknowledged to me that he ljlrey executed the same in qhet1ithseif authorized capacity 0is and that by hefisllltlelr signature
on the instrument the person s or the entity upon behalfofwhich the person acted executed the instrument On this Iffhrf I1AYlI1I8fffL WITNESS my hand and official seal S rum ItII lfii
U J t a NoIary PubIc Callamlad J Colnv 1 Oct2l 878889 1 March 15 2006 8
DOC 11 03 220004 008400A 0Fee8N7C444 Page 1 of 15 Recorded in Official Records County of Riverside Gary L Orso 11 f lliijlil l im 1i1 I I 1 rillill II 1 7fl 6 RECORDING REQUESTED BY
WHEN RECORDED MAIL TO CITY OF TEMECULA Post Office Box 9033 Temecula CA 92589 9033 Attn City Clerk Exempt from filing fee pursuant to Government Code Section 27383 M S U PAGE SIZE OA
peOR NOCOR SMF MISC I A R L COPY COOO REFUND NCHG EXAM Space Above for Recorder s Use lIDYS FIRST OPERATING MEMORANDUM TO THE RECORDED DEVELOPMENT AGREEMENT BETWEEN CITY OF TEMECULAAND
ASHBY USA LLC RORIPAUGH RANCH PROJECT THIS FIRST OPERATING MEMORANDUM to the Recorded Development Agreement Between the City ofTemecula aCalifornia municipal corporation City and Ashby
USA LLC Memorandum is made and entered into as ofOctober 21 2004 by and between Ashby USA LLC a California limited liability company Developer with reference to the following RECITALS
A Developer is the Developer of aportion of that certain real property the Property located in the City City of Temecula County ofRiverside State of California and is generally known
as Roripaugh Ranch which Property is more specifically described on Exhibit A Legal Description of Property attached hereto as Exhibit A and incorporated herein as though set forth in
full 1
B On December 17 2002 the City and Developer entered into that certain agreement entitled Development Agreement by and between the City ofTemecula and Ashby USA LLC Development Agreement
which Development Agreement was recorded on January 9 2003 in the Official Records of Riverside County as Document No 2003 108567 C Section 3 5 5 of the Development Agreement authorizes
Developer or an Owner and the City to approve an Operating Memorandum which does not constitute an amendment to the Development Agreement in order to implement the Development Agreement
or provide for changes adjustments or clarifications that are appropriate to further the intended purposes of the Development Agreement D The parties desire to adjust and clarify the
requirements for the funding of the permanent fire station described in Section 4 16 ofthe Development Agreement in order to avoid delays in development ofportions of the Project which
will occur if the additional funding of the fire station contemplated in the Development Agreement is delayed E The changes adjustments and clarifications of the Development Agreement
set forth in this First Operating Memorandum are appropriate to further the intended purposes of the Development Agreement NOWTHEREFORE in consideration ofthe mutual agreements set forth
herein and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged City and Developer agree as follows AGREEMENT 1 Additional Funding for Fire Station
a Section 4 1 6 of the Development Agreement provides for the funding and construction ofthe fire station to serve the Project The parties agree that the funds from the County of Riverside
contemplated to fund the design and construction of the fire station and the new fire truck in excess of the Developer s initial 2 million contribution will not be available in the near
future and that development on Planning Areas lA 2 3 4A and 4B in excess of 107 residential units will be prohibited until such time as such additional funding is in place Developer
has already paid the initial 2 million contribution to the Fire Station Therefore in order to proceed with the orderly development of residential units on Planning Areas lA 2 3 4Aand
4B in a timely manner Developer has offered to fund the remaining 1 1 million needed to construct the fire station in accordance with the terms ofthis section b Developer shall pay to
the City the sum of one million one hundred thousand dollars 1 100 000 00 on or before October 21 2004 for the construction ofthe fire station described in Section 4 1 6 of the Development
Agreement Such payment shall be in addition to Developer s 2 million contribution to the fire station described in Section 4 1 6 of the Development Agreement which has already been paid
2
c The City anticipates awarding the eontract for the construction of the fire station at the City Council meeting to be held on October 26 2004 If for any reason the contract is not
awarded by the City Council on October 26 2004 the City shall promptly but not later than November 1 2004 return the amount of 1 1 million to the Developer d When the Temecula Public
Financing Authority Community Facilities District No 03 02 Roripaugh Ranch Special Tax Bonds Series 2004 Bond Issue are issued the Developer shall be reimbursed the Fire Station Advances
as defined below from the first proceeds ofthe Bond Issue and any supplemental bond issue if the proceeds of the Bond Issue are insufficient after the funding of only the following i
the Reserve Fund ii the costs of issuance including reimbursement to the Developer pursuant to that Amended and Restated DepositReimbursement Agreement for all issuance and administrative
cost advances made by the Developer and iii capitalized interest if any No other improvement or fee fee shall be financed by the Bond Issue until the Fire Station Advances are reimbursed
to the Developer from the proceeds of the Bond Issue The term Fire Station Advances shall mean all amounts paid by the Developer for the fire station in an amount equal to i the 2 million
advanced pursuant to the Development Agreement and ii the 1 1 million advanced pursuant to this Memorandum Developer acknowledges and agrees that the Bond Issue or the Supplemental Bond
Issue if the proceeds of the Bonds Issue are insufficient shall be the sole source ofreimbursement for the Fire Station Advanees and that in the event there are not sufficient proceeds
under the Bond Issue or under the Supplemental Bond Issue if the proceeds of the Bond Issue are insufficient for reimbursement that neither the City of Temecula Redevelopment Agency
ofthe City of Temecula the Temecula Public Financing Authority nor the County ofRiverside shall be responsible for the reimbursement Developer further acknowledges and agrees that neither
the Bond Issue nor the Supplemental Bond Issue have yet been authorized or funded by the Authority 2 Issuance of Building Permits The Fire Chiefhas determined that the Fire Department
can adequately serve up to 515 units within the Project during the construction of the fire station and the Secondary Access as defined below Consequently the City Manager will recommend
that the City Council amend the Development Agreement i so as to allow issuance of up to five hundred fifteen 515 residential building permits for Planning Areas lA 2 3 4A and 48 provided
that 1 a contract for the construction ofthe fire station described in Section 4 1 6 ofthe Development Agreement pursuant and plans and specifications approved by the City on November
9 2004 has been awarded and 2 the Director of Public Works has issued a Notiee to Proceed with the construction of the fire station pursuant to said contract and 3 all other requirements
of the Development Agreement and Conditions ofApproval for the issuance of the building permits have been fulfilled and ii so as to provide that no more than 515 building permits shall
be issued until the secondary access as defined in Attachment 5 to the Development Agreement Secondary Access is eompleted Further permanent access on Murrieta Hot Springs Road and Butterfield
Road Stage Road to will be fully constructed concurrent with opening ofthe permanent fire station The proposed amendment shall supplement but not eliminate the right of the Developer
to the issuance ofbuilding permits pursuant to Section 4 16 c ofthe Development Agreement 3
3 General Provisions a Pursuant to Section 3 5 5 ofthe Development Agreement this First Operating Memorandum shall be attached to the Development Agreement as an addendum and thereafter
become part of the Development Agreement b As part ofthe Development Agreement this First Operating Memorandum shall bind and inure to the benefit of the parties successors transferees
and assignees to the same extent as the original Development Agreement This First Operating Memorandum shall be recorded in order to ensure that subsequent owners ofthe Property are
bound hereby The parties agree that recordation is proper as aeonveyance restriction under Government Code 9527281 c This First Operating Memorandum constitutes the entire agreement
between the parties with respect to the subject matter hereof and this First Operating Memorandum supercedes all previous negotiations discussion and agreement between the parties to
this First Operating Memorandum with respect to its terms and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof except for that
certain Agreement to Defer Completion of Conditions of Approval Until After Recordation ofFinal Map for Tract No 29353 2 Roripaugh Ranch Specific Plan between the City of Temecula aCalifornia
municipal corporation and Ashby USA LLC dated as of September 23 2003 and recorded in the Official Records of Riverside County on September 24 2003 as Document No 2003 744646 d Except
for the terms specifically set forth in this First Operating Memorandum clarifying and modifYing the terms of the Development Agreement all other terms and conditions of the Development
Agreement shall remain in full force and effect e The recitals set forth above are true and correct and are incorporated herein by this reference f The terms used in this First Operating
Memorandum shall have the same definitions as provided in the Development Agreement 4
IN WITNESS WHEREOF CITY and Developer have signed and entered into this Memorandum as ofthe day and year first above written CITY CITY OF TEMECULA a municipal corporation JfDJL Shawn
D Nelson City Manager ATTEST APPROVED AS TO FORM Peter M Thorson City Attorney 5
DEVELOPER ASHBY USA LLC A California limited liability company By Ashby Development Company Inc aCalifornia corporation its Managi ember By By USA Investment Partners LLC a Nevada limited
liability company its Member By USA Commercial Mortgage Company aNevada corporation its non Member Manager By Joseph D Milanowski President 6
DEVELOPER ASHBY USA LLC A California limited liability eompany By Ashby Development Company Inc a California corporation its Managing Member By Justin K Ashby President By USA Investment
Partners LLC aNevada limited liability company its Member 6
STATE OF NEVADA ss COUNTY OF CLARK On this 21 day of October 2004 before me Amanda Stevens a Notary Public in and for said State personally appeared Joseph D Milanowski personally known
to me 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 hheisr their authorized capacity ies and that by hheisr their signature s on the instrument the person s or the entity upon behalf ofwhich the person s acted executed the
instrument WITNESS my hand and official seal Si eOtvv Z STATE OF CALIFORNIA ss COUNTY OF RIVERSIDE AMANDA STEVENS Notary Public Stale ofNivens Appointment No 02729371 My Appl ExpiresJan
16 2006 On this 21 day of ffuuhr 2004 before me I mrv 1 BYOcl1C a Notary Public in and for said State personally appeared J us11h1Unh b I personally known to mj or proved to me on the
basis of satisfactory evidenc6 to be the personEsJ whose name is IalI subscribed to the within instrument and acknowledged to me that heshe they executed the same in hheisF their authorized
capacity ies and that by hicsI their signatureGs on the instrument the personGs or the entity upon behalfofwhich the pgerson acted executed the instrument WITNESS my hand and official
seal Signature Yl tJrw J TRACY M BROWNE ICommission II 1394B95 f Notary PubIc Collfomlo Iltvenide County MvComm nEIsJxanp20 2007 795949 1 October 15 2004 8
EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 7
l j I 1I EXHIBIT A l RORIPAUGH RANCH PROJECT 1 Metes and Bounds description of the North one half of the North one half of Section 20 of TIS R2W S B M Beginning at the Northeast comer
of said Section 20 thence along the easterly line of said Section 20 South 00 34 31 W 1319 80 feetto the North Sixteenth comer thereof Thence along the Southerly line of the North onehalfof
the North ohnaelf 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 0206 13 West
a distance of 1319 23 feet to the Northwest comer thereof Thence along the Northerly line ofsaid Section 20South 88037 05 East a distance of5233 02 feet to the Point of Beginning containing
an lImlof 158 45 acres more or less This description is for exhibit purposes only The true legal description is The North onehalfofthe North onehalf of Section 20 Township 7 South Range
2 West San Bernardino Base and Meridian County ofRiverside State ofCalifornia according to the Official Plat thereof IIt lr v eartHy unt3r the pCin8Jiy 0 pGrj 1 y 1 tohfean oaJbngemaanldofnordegflpoi
onsgil iws itahintruteheanrdecocrodrsrecoft cIfolopy Cily of Temecula In witness whereof I have hereunto sel my hand and afixe ial of Ihe C ly of Temeeula Ihis ay of 20cn Mie aBia A
Bailleleh Depuly City Clark by 1
IEXHIBIT B 1 1 1 8 7 9 O loeri i 2 S88037 OES 5233 02 6 20 2FI N 2 N 1 2 SEc20 T7S H2w SBM N8lr36 4W1 5229 85 POH SEC2O T7S H2w SBM IIIIII I hereby cerWy iJndBr tho penaay if pGfj i
Y i the above and foregoing is a true and correct t r of an original on deposit wllhln lhe records of llio City of Temecula In wl1nass whereof I have heraunto set my hand and afixed
lie seal of lh City of Temeeula lhis day of O Ol Mie la A Ballreleh Dapuly City Clerk b A a L y DAVID EVANS ANDASSOCIATESINo 800 NoIlh HIYen A SUite 300 0nl8II0 CIlIfomIa 91764 Phone
490819 6760 EXHIBIT 8 RIVERSIDE COUNIY CAUFORNIA CI1Y OF TEMECUlA RORIPAUGH RANCH PROJECT SHUT NO 1 1 olOI NO AlllED006 1I1I 12 11112 1001 CUENT ASHBY ODPEMVENETl
I EXHIBIT A 2 RORIPAUGB RANCH PROJECT a Metes and Bounds description of Section 21 of TIS R2W S B M Beginning at the Northeast comer ofsaid Section 21 thence along the easterly line
of said Section 21 South 0059 15 West 2664 97 feet to the Bast quarter section comer thence continuing along said easterly line South O 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 ofsaid section thence along the westerly line ofsaid section
North 0033 47 Bast 3809 86 feet to the North sixteenth comerofsaid section thence continuing along said westerly line North 0034 31 Bast
1319 80 feet to the Northwest section comer thence along the northerly line ofsaid section North 880 29 37 Bast 5296 39 feet to the Point ofBeginning containing an area of 2 2 acres
more or less This description is for exhibit purposes only The tlUe 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
II111II 17 16 20 21 1 Ql 1jGl i EXHIBIT B 2 N8829 3E7 16 15 2 il POINT OF BEGINNING 5298 39 Sec21 T7S H2W BM ItiJi 21 20 DAVID EVANS AftDASSOCIATES INO BOO NoIlh HlMnA 8euI 300 0nllIrI0
CIA9o1784 Phone 909A8U760 N8939 13 EXHIBIT B 582882 RIVERSIDE COUNTY CAIJFlRNIA CI1Y OF TEMECUlA RORIPAUGH RANCH PROJECT WENT ASHBY DEVElOPMENT iNIBi 21 22iSHEEI 110 1 1 NO0001 L IIJ
12 0102 r 1000
O1 I I 1 EXHIBIT A 3 RORIPAUGH RANCH PROJECT J Metes and Bounds description of a portion of Section 20 of17S R2W S B M Commencing at the North sixteenthcomer of Section 20 Township 7
South Range 2 West San Bernardino Bue and Meridian being the Northeast comer of that certain parcel designated B8 Not a Part as shown by Parcel Map on file In Book 1 of Pcaln Maps pages
44 through 46 thOROf Records of the County of Rlvenlde California thence along the easterly line ofsaid Section 20Soutb 00 33 4TW adistance 0 974 13 feel to the True Point ofBeBinning
Thence North 8259 58 West a distance of 929 8 I feet IDOIe orleas to the Easterly line of the land conveyed to the Metropolitan Water District ofSoutbem Califomla by deed recorded AprIl
24 1968 Bll IJImnesnllt No 37n4 Official Records of said County Thcncc along said Easterly line North 132 09 East a distance of 76692 feet ThCllCC on a line parallel with the South line
ofsaid parcel designated as Not a Part South 8925 58 East a distance of 6n5l feet to the True Point of BeBinnlng conraining an area of 1547 IllOn or less This description Is for exhibit
purposes only fIhehearbeobvyecearnfdifyf wid r tha ion ly ofrvi oregomg iIj g tyanatorTigeImneacl uolna dIenpowsitint ft ltr and correct t CT hereunto set my ha d n e records 01 tho
MClicty oeflaTeAmeSCaUllarelCh sDepausssfixWedhtyer6Ctllet rkI ahlaovfeIhe 20 by
EXHIBIT B 3 17116 I 20111 JS N 1 2 N 1 2 SECIo T 7S 1l2w S8M iItASTERLY UNE OF 1HSl HO 37774 01t RECO 4 2488 POR sEC20 T 7s 1l2W SBM PM8 1 44 46 II IICIl JIIS is l S8825 Sf8I1 65 1171
I POll SEC20 G T7S R2W SBM p SEC21 T7S UW S8M 10N8925 6W8 98218 IL t I hereby cer ify uml Zf Ifjp n ty Of IIUIthe above and tOH1fJomg is a true and cot rre of an original on depOSIt
within the records of Hlo PUB I J J Jg I City of Temecula In witness whereof I have m I d I f th I hereunto set my hand and a lXe t sea 0 e City of Temecula Ihis ay of 20 I Michaela
A Ballreich Depuly City Clerk by 1 R1VEllSlIlE JCNOIY 1lIl 1 j DAVID IVAN8 CIlYOf oIlIIllD ASI AJloA880CI TI8 INo EXHIBIT RORIPAUGH RANCH Ill 800NlII1h HMnAwnue lMeSOD B PROJECT 0IMl0coromlI
e1784 0110818 5780 cutNT ttoaz ASHBY ODPMMENTI V 800