The URL can be used to link to this page

Home My WebLink About122396 CC Agenda in compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (909) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title III AGENDA TEMECULA CITY COUNCIL AN ADJOURNED REGULAR MEETING CITY COUNCIL CHAMBERS 43200 BUSINESS PARK DRIVE DECEMBER 23, 1996 - 8:30 AM CALL TO ORDER: Mayor Karel Lindemans presiding Flag Salute: Councilmember Stone ROLL CALL: Birdsall, Ford, Roberts, Stone, Lindemans PUBLIC COMMENTS A total of 30 minutes is provided so members of the public can address the Council on items that appear within the Consent Calendar or ones that are not listed on the agenda. Speakers are limited to two (2) minutes each. If you desire to speak to the Council on an item which is listed on the Consent Calendar or a matter not listed on the Agenda, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all Public Hearing or Council Business matters on the agenda, a "Request to Speak" form must be filed with the City Clerk before the Council gets to that item. There is a five (5) minute time limit for individual speakers. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten (1 0) minutes will be devoted to these reports. CONSENT CALENDAR 1Standard Ordinance Adoption Procedure RECOMMENDATION: 1.1Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. R:\Agenda\l 22396 2Second Readinci of Ordinance No. 96-24 RECOMMENDATION: 2.1Adopt an ordinance entitled: ORDINANCE NO. 96-24 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF TEMECULA, FOREST CITY DEVELOPMENT INC., AND LGA-7, INC., FOR APPROXIMATELY 179 ACRES LOCATED AT THE SOUTHEAST CORNER OF WINCHESTER ROAD AND YNEZ ROAD (PLANNING APPLICATION NO. PA96-0333) CITY MANAGER'S REPORT CITY ATTORNEY'S REPORT ADJOURNMENT Next regular meeting: January 14, 1996, 7:00 PM City Council Chambers, 43200 Business Park Drive, Temecula, California. R:\Agenda\l 22396 2 ITEM NO. 1 ITEM NO. 2 ORDINANCE NO. 96-24 AN ORDINANCE OF THE CITY COUNCIIL OF THE CITY OF TEM[ECULA, CALIFORNIA APPROVING A DEVELOPMENT AGREEMIENT BETWEEN THE CITY OF TEMIECULA, FOREST CITY DEVELOPMENT CALIFORNIA INC., AND LGA-7, INC., FOR APPROXD4ATELY 179 ACRES LOCATED AT THE SOUTHEAST CORNER OF WINCHESTER ROAD AND YNEZ ROAD (PLANNING APPLICATION NO. PA96-0333) THE CITY COUNCH, OF THE CITY OF TEMIECULA DOES ORDAIN AS FOLLOWS: Section 1. The City Council hereby finds determines, and declares as follows: a. Section 65864 cl =. of the Government Code of the State of California and Temecula City Resolution No. 91-52 authorize the execution of development agreements establishing and maintaining requirements applicable to the development of real property; b. In accordance with the procedure specified in said statutes and Resolution, Forest City Development California, Inc. ("Developer") and LGA-7, Inc. ("Owner") have jointly filed with the City of Temecula an application for a Development Agreement ("Development Agreement") for approximately 179 acres located at the southeast comer of Winchester Road and Ynez Road ("Property") for a regional mall and retail commercial uses consistent with Specific Plan No. 263, which application has been reviewed and accepted for filing by the Community Development Director; C. Notice of the City's intention to consider adoption of the Development Agreement and to consider the findings under the California Environmental Quality Act that a Supplemental EIR or Subsequent EIR is not required has been duly given in the form and manner required by law for both the public hearing before the Planning Commission and the public hearing before the City Council; (1) Notice of the public hearings before the Planning Commission and City Council was published in a newspaper of general circulation at least ten (10) days before the public hearings, and mailed or delivered at least ten (10) days prior to the hearings to the project applicants and to each agency expected to provide water, sewer, schools, police protection, and fire protection, and to all property owners within six hundred feet (600') of the Property as shown on the latest equalized assessment roll; I (2) Notice of the public hearings before the Planning Commission and City Council included the date, time, and place of the public hearing, the identity of the hearing body, a general explanation of the matter to be considered, a general description in text or diagram of the location of the real property that is the subject of the hearing, and notice of the need to exhaust administrative remedies; d. The Planning Commission conducted a duly noticed public hearing on the Development Agreement on December 16, 1996 at which time the Planning Commission heard and considered all of the written material and oral comments presented to it on the proposed environmental findings and the proposed Development Agreement; e. The City Council conducted a duly noticed public hearing on the Development Agreement on December 17, 1996 at which time the City Council heard and considered all of the written material and oral comments presented to it on the proposed environmental findings and the proposed Development Agreement; Section 2. The City Council of the City of Temecula further finds, determines and declares that: a. The Development Agreement is consistent with the objectives, policies, general land uses, and programs specified in the City of Temecula's General Plan in that: (1) The Development Agreement makes reasonable provision for the use of the Property for commercial development consistent with the General Plan's land use designation of Community Commercial, Professional Office and Public/Institutional Facilities for the Property which provide for commercial development; (2) The Development Agreement and development on the Property will provide for the creation of jobs within the City, enhance the balance of housing and jobs within the City as provided in the Growth Management/Public Facility, Land Use, and Economic Development Elements of the General Plan; b. The Development Agreement is consistent with Specific Plan 263 in which the Property is located in that: (1) The Development Agreement provides for commercial development pursuant to and in conformance with the terms of Specific Plan 263; Ords\96-24 2 (2) The specific land uses proposed for the Project as set forth in the Development Agreement are specifically allowed by Specific Plan No. 263; (3) The Development Agreement provides for the actual construction of the regional public improvements by the City as described in Specific Plan 263; (4) The Applicable Rules set forth in the Development Agreement do not change the provisions of the Specific Plan, but clarifies the uses to be allowed and standards to be imposed where the Specific Plan provides for alternatives; C. The Development Agreement is in conformity with the public convenience, general welfare, and good land use practice because it makes reasonable provision for a balance of land uses compatible with the remainder of the City; d. The Development Agreement will not be detrimental to, and in fact enhances, the health, safety, or general welfare because it provides adequate assurances for the protection thereof through the implementation of the Applicable Rules; e. The City Council's approval of the Development Agreement by this Ordinance is based upon evidence and findings of the Planning Commission and the evidence presented at the hearings before the Planning Commission and the City Council on the Development Agreement; f. The following benefits, among others, will accrue to the people of the City of Temecula from the Development Agreement: (1)Generation of municipal revenue; (2)Construction of needed public infrastructure facilities; (3) Acceleration of both the timely development of subject property as well as the payment of municipal revenue; (4) Enhancement of quality of life for surrounding residents with the timely development through the elimination of dust and nuisance of partially improved lots and providing retail development necessary to serve the community; and (5)Payment of Public Facility Fees. Ords%96-24 3 9. By separate resolufion adopted prior to this Ordinance, the City Council has determined that environmental impacts for the commercial development described in the Development Agreement were contemplated and fully and properly analyzed in Environmental Impact Report No. 340, approved July 13, 1993, and the Addendum thereto approved October 11, 1994 and that none of the findings described in Public Resources Code Section 21166, 14 Cal. Admin. Code Sections 15162 or 15163 requiring a subsequent environmental impact report for the Development Agreement exist. Section 3. The Development Agreement is hereby approved in substantially the form attached and incorporated herein by this reference as Exhibit A. The Mayor is hereby authorized and directed to evidence such approval by executing this Agreement for, and in the name of, the City of Temecula and the City Clerk is directed to attest thereto. Section 4. The City Clerk shall certify to the adoption of this Ordinance and shall cause the same to be posted as required by law. PASSED, APPROVED AND ADOPTED this 14th day of December, 1996. Karel F. Lindemans, Mayor ATTEST: June S. Greek, CMC City Clerk [SEAL] Ords\96-24 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ss CITY OF TEMECULA 1, June S. Greek, City Clerk of the City of Temecula, do hereby certify that the foregoing Ordinance No. 96-24 was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 17th day of December, 1996, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council on the 23rd day of December 1996, the following vote, to wit: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT:COUNCILMEMBERS: June S. Greek, CMC City Clerk Ords\96-24 5 EXEMPT FROM RECORDER'S FEES Pursuant to Government Code 6103, 27383 Recording Requested By and When Recorded Return to: CITY CLERK CITY OF TEMECULA 43200 Business Park Drive Temecula, CA 92590-3606 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF TEMECULA, FOREST CITY DEVELOPMENT CALIFORNIA, INC., A CALIFORNIA CORPORATION, AND LGA-7, INC., AN ILLINOIS CORPORATION Development Agreement No. DV96- THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE 65868.5 Final: December 13, 1996 11086-00006 pt 1480121.4 TABLE OF CONTENTS AGREEMENT 1. Recitals 1 2. Definitions 3 3. Interests of Owner and Developer 4 4. Binding Effect 4 5. Negation of Agency 4 6.Development Standards for the Property; Applicable Rules 5 7. Regional Public Improvements 8 8.Acknowledgments, Agreements and Assurances on the Part of the Developer 13 9.Acknowledgments, Agreements and Assurances on the Part of the City 14 10. Cooperation and Implementation 17 11. Compliance; Termination; Modifications And Amendments. 20 12. Operating Memoranda 21 13. Term of Agreement 22 14. Tax Reimbursements 22 15. Administration of Agreement and Resolution of Disputes 22 16. Transfers and Assignments 24 17. Mortgage Protection 25 18. Notices 26 19. Severability and Termination 28 20. Time of Essence 28 21. Force Majeure 28 22. Waiver 28 23. No Third Party Beneficiaries 28 24. Attorneys' Fees 28 25. Incorporation of Exhibits 29 26. Authority to Execute; Binding Effect 29 27. Entire Agreement; Conflicts 29 i Final: December 13, 1996 11086-00006 pt 1480121.4 EXHIBITS EXHIBIT A LEGAL DESCRIPTION Exhibit A-1 Property Exhibit A-2Developer's Parcels--Mall Parcel Exhibit A-3Developer's Parcels--Power Center Parcel Exhibit A-4Owner's Parcel EXHIBIT BCITY OF TEMECULA FURNISHED INFRASTRUCTURE Exhibit B-1Street Improvements Exhibit B-2Traffic Signals Exhibit B-3Underground Power Lines Exhibit B-4Storm Drain Improvements Final: December 13, 1996 11086-00006 pt 1480121.4 DEVELOPMENT AGREEMENT This Development Agreement ("Agreement") is made this 17th day of December, 1996, by and between the CITY OF TEMECULA, a general law city in the State of California (the "City"), FOREST CITY DEVELOPMENT CALIFORNIA, INC., a California corporation (the "Developer"), and LGA-7, INC., an Illinois Corporation (the flOwner"). In consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows: I . Recitals. This Agreement is made with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the parties: a. The City is authorized pursuant to Government Code Sections 65864 through 65869.5 (the "Development Agreement Statutes") to enter into binding agreements with persons or entities having legal or equitable interests in real property for the development of such property in order to establish certainty in the development process. b. The property which is the subject of this Development Agreement (the "Property") consists of approximately 179 acres. Developer is contractually entitled to acquire from the Owner approximately 120 acres of the Property, which shall be known as the "Developer's Parcels." The remaining approximately 59 acres will remain owned by the Owner and shall be known as the " Owner's Parcel." The Property is legally described on Exhibit A-1, the Developer's Parcels is legally described on Exhibits A-2 ("Mall Parcel") and A-3 ("Power Center Parcel"), and the Owner's Parcel is legally described on Exhibit A-4. All such exhibits are attached to this Agreement. In the event the Developer does not purchase the Developer's Parcels from Owner and Developer's rights to purchase the Developer's Parcels expires or are terminated, Section 3 of this Agreement provides that the Owner may elect to terminate this Agreement or to assume all rights and obligations of the Developer. C. The parties desire to enter into this Agreement in conformance with the Development Agreement Statutes and Resolution 91-52 of the City of Temecula in order to achieve the development of the "Temecula Regional Center" on Developer's Parcels and in order to achieve the retail development of an as yet unidentified project on the Own'er's Parcel. As of the date of this Agreement, no specific project is planned for the Owner's Parcel. The parties likewise desire to provide land uses on the Property consistent with Specific Plan 263 and provide public services and urban infrastructure, all in the promotion of the health, safety, and general welfare of the residents of the City of Temecula. Final: December 13, 1996 11086-00006 pt 1480121.4 d. The development of the Developer's Parcels includes a regional shopping mall, anchored by department stores and containing retail shops and other commercial uses on the Mall Parcel (the "Regional Center"), and a separate power center on the Power Center Parcel ("Power Center"), all in accordance with the provisions of this Agreement and with Specific Plan 263. (The Regional Center and the Power Center shall together constitute the "Developer's Project.") Owner's Parcel shall be allowed to develop in accordance with the Applicable Rules described in Section 6 of this Agreement. The Developer's Project and the terms of this Agreement are consistent with the land uses and amenities described in Specific Plan 263. The Developer's Project will be the largest commercial development within the City of Temecula and requires the assurances set forth in this Development Agreement with respect to the identification of specific development standards and requirements in order to accommodate the development of the Developer's Parcels and the development on the Owner's Parcel. e. On December 16, 1996, the Planning Commission of the City of Temecula held a duly noticed public hearing on the Developer's and Owner's application for the Development Agreement (Planning Application No. PA96-00333) and by Resolution No. f'@ -,41 recommended to the City Council approval of this Agreement. f. On December 17, 1996, the City Council of the City of Temecula held a duly noticed public hearing on the Developer's and Owner's application for the Development Agreement (Planning Application No. PA96-00333) and on - i 2-1 I'l @ 1996 the City Council adopted Ordinance No. @ - @ approving this Agreement. 9- An environmental review has been conducted and approved for this Agreement in accordance with the California Environmental Quality Act. h. The City desires to obtain the binding agreement of the Developer and Owner for the development of the Property in accordance with the provisions of this Agreement. i. The Developer desires to obtain the binding agreement of the City to permit the Developer to develop the Developer's Project on the Developer's Parcels in accordance with the "Applicable Rules" (as hereinafter defined) and this Agreement. i. The Owner desires to obtain the binding agreement of the City to permit the Owner to develop the Owner's Parcel in accordance with the "Applicable Rules" (as hereinafter defined) and this Agreement. Final: December 13, 1996 1108 pt 1480121.4 -2- k. Developer and Owner have applied to the City in accordance with applicable procedures for approval of this mutually binding Agreement. The Planning Commission and City Council of the City have given notice of intention to consider the Agreement, have conducted public hearings thereon pursuant to the Government Code, and have found that the provisions of this Agreement are consistent with the Specific Plan 263 and the City's General Plan. 1. This Agreement is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region. The City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this Agreement upon the welfare of the region. M. This Agreement will bind the City to the terms and obligations specified in this Agreement and will limit, to the degree specified in the Agreement and under State law, the future exercise of the City's ability to delay, postpone, preclude or regulate development on the Property, except as provided for herein. n. In accordance with the Development Agreement Statutes, this Agreement eliirninates uncertainty in the planning process and provides for the orderly development of the Property. Further, this Agreement eliminates uncertainty about the validity of exactions imposed by the City, allows installation of necessary improvements, provides for public services necessary for the region with incidental benefits for the Property, and generally serves the public interest within the City of Temecula and the surrounding region. 2.Definitions. In this Agreement, unless the context otherwise requires: a. "Applicable Rules" means the development standards and restrictions set forth in Section 6 of this Agreement which shall govern the use and development of the Property and shall amend and supersede any conflicting or inconsistent provisions of zoning ordinances, regulations or other City requirements relating to development of property within the City. b. "Discretionary Actions; Discretionary Approvals" are actions which require the exercise of judgement or a discretionary decision, and which contemplate and authorize the imposition of revisions or additional conditions, by the City, including any board, commission, or department of the City and any officer or employee of the City; as opposed to actions which in the process of approving or disapproving a permit or other entitlement merely requires the City, including any board, commission, or department of the City and any officer or employee of the City, to determine whether there has been compliance with applicable statutes, ordinances, regulations, or conditions of approval. Final: December 13, 1996 1108 pt 1480121.4 -3- C. "Effective Date" is the date the ordinance approving this Agreement becomes effective. d. "Future Approvals" means any action in implementation of development of the Property which requires Discretionary Approvals pursuant to the Applicable Rules, including, without limitation, parcel maps, tentative subdivision maps, development plans, and conditional use permits. Upon approval of any of the Future Approvals, as they may be amended from time to time, they shall become part of the Applicable Rules, and Developer or Owner, as the case may be, shall have a "vested right," as that term is defined under California law, in and to such Future Approvals by virtue of this Agreement. 3.Interests of Owner and Developer. a. The Owner represents to the City that, as of the Effective Date, it is the owner of the entire Property, subject to encumbrances, easements, covenants, conditions, restrictions, and other matters of record. Owner and Developer represent to the City that as of the Effective Date of this Agreement, Developer is contractually entitled to acquire the Developer's Parcels. b. In the event the Developer does not purchase either or both Developer's Parcels from Owner and Developer's rights to purchase either or both the Developer's Parcels expires or terminates, Owner may, as to the property not purchased by Developer, elect, in its discretion, to terminate this Agreement or to assume all rights of the Developer pursuant to this Agreement for the benefit of the Owner and to assume all obligations of the Developer under this Agreement. Such an election shall be effective upon written notice from the Owner to the City and Developer, in which event Developer shall no longer be a party to this Agreement nor have any rights, duties or obligations hereunder as to the property not purchased. The notice shall contain a representation of the Owner to the City, that Developer has not purchased the applicable Developer's Parcels, Developer is no longer entitled to purchase the applicable Developer's Parcels, and that Owner elects to either terminate the Agreement as to such parcels or to assume and be bound by all of the benefits and obligations of Developer as to such parcels as set forth in the Agreement. If Owner elects to assume and be bound by all of the benefits and obligations of Developer, then at such time all references in this Agreement to Developer with respect to such parcels shall mean and include only Owner. 4. Bindiniz Effect. This Agreement, and all of the terms and conditions of this Agreement, shall run with the land comprising the Property and shall be binding upon and inure to the benefit of the parties and their respective assigns, heirs, or other successors in interest. Final: December 13, 1996 11086 pt 1480121.4 -4- 5. Negation of Agency. The parties acknowledge that, in entering into and performing under this Agreement, each is acting as an independent entity and not as an agent of the other in any respect. Nothing contained herein or in any document executed in connection herewith shall be construed as making the City, Developer, and Owner joint venturers, partners, agents of the other, or employer/employee. Developer is not the agent of the Owner. Except as otherwise set forth in Section 3.b. above, neither Owner nor Developer shall be entitled to bind the other nor to modify this Agreement without the express written consent of the other and nothing contained herein or in any document executed in connection herewith shall be construed as allowing Developer or Owner to bind the other or to modify this Agreement without the express written consent of the other. Developer and Owner each acknowledge that this consent requirement may cause delays in modifying or amending this Agreement and implementing the development proposed thereby. 6. Development Standards for the Property: Applicable Rules. The following development standards and restrictions set forth in this Section shall govern the use and development of the Developer's Project, Developer's Parcels, and the Owner's Parcel and shall constitute the Applicable Rules, except as otherwise provided herein, and shall amend and supersede any conflicting or inconsistent provisions of existing zoning ordinances, regulations or other City requirements relating to development of the Property and any subsequent changes to the Applicable Rules as specifically described in Section 9.b.: a. The following ordinances and regulations shall be part of the Applicable Rules: (1)The City's General Plan as it exists on the Effective Date; (2)Specific Plan No. 263, as it exists on the Effective Date; (3) The Mitigation Plan of Environmental Impact Report No. 340, as it exists on the Effective Date; (4) The City's Development Code, which is set forth in Title 17 of the Temecula Municipal Code, as it exists on the Effective Date; (5) Those portions of Riverside County Ordinance No. 348, Zoning, adopted by the City by City Ordinance No. 90-04, which have not been superseded by the City's Development Code; (6) Those portions of Riverside County Ordinance No. 460, Subdivisions, adopted by the City by City Ordinance No. 90-04, which have not been superseded by the City's Development Code or other City Ordinances; Final: December 13, 1996 11086-00006 pt 1480121.4 -5- (7) The building and construction codes as adopted by the City of Temecula pursuant to State law (including but not limited to, Uniform Building Code, Uniform Mechanical Code, and similar construction codes) which are (A) applicable generally to structures within the City, (B) in effect on the date of issuance of building pen-nits for structures on the Property, and (C) as may be in effect on the date of issuance of building permits for subsequent modifications of those structures; (8) Such other ordinances, rules, regulations, and official policies governing permitted uses of the Property, density, design, improvement, development fees, and construction standards and specifications applicable to the development of the Property in force at the time of the Effective Date, which are not in conflict with the development standards set forth in this Section; (9) The land uses permitted on the Developer's Parcels and the Owner's Parcel include all of the allowable land uses permitted in Specific Plan No. 263 or those permitted by the Planning Director (Director of Community Development) pursuant to Paragraph a. at page 111-56, Vol. I of Specific Plan No. 263. The parties acknowledge and are aware of that the Planning Commission in approving a development on the Property will apply the standards set forth in Specific Plan 263 and are also aware of the language set forth in Paragraph c. 1) at page 111-42, Vol. 1 of Specific Plan 263 which provides: "It is important to note that not all uses allowed in Planning Area 1 are necessarily expected to occur. For this reason, some of the above design features may not be appropriate nor economically feasible. For this reason, only the concept of a 'Main Street' is discussed in depth above. Additional options for possible development in Planning Area 1 are discussed in Section IV, Design Guidelines, in this Specific Plan. " b. The following development standards and procedures shall also govern the development of the Property and shall be part of the Applicable Rules: (1) The number of parking spaces required by the Development Code may be reduced by the Planning Commission upon a finding that a lesser number of parking spaces would be adequate for the Property based on the results of a parking study utilizing generally accepted methodologies for shared parking studies and conducted by a qualified consultant; (2) The Director of Community Development may approve alternatives to the lighting requirements of the Development Code, if requested by the Developer, so long as the Director finds that the alternatives will Fi@: December 13, 19% 1108@00006 pt 1480121.4 -6- mitigate the light pollution to the same extent as the Development Code requirements and the proposed lighting program is consistent with Palomar Lighting District requirements; (3) Developer and Owner shall pay a maximum Development Mitigation Fee in the amount of two dollars ($2.00) per square foot of gross leasable building area in lieu of all other City development fees for structures on the Property or any other City fees or charges related to development, except as otherwise provided herein in accordance with the following provisions; i. The Development Mitigation Fee shall be applicable to all areas of the Property, including retail space, except for the department store anchors for the Mall on the Developer's Parcels, to which no City development fees shall apply; ii. The Development Mitigation Fee shall be in effect for the duration of this Agreement; iii. The Development Mitigation Fee shall be paid at the time of issuance of a building permit for the structure; and iv. Developer and Owner shall pay the Development Mitigation Fee only for their respective parcels and neither Developer nor Owner shall be responsible for the payment of the fee for the other party's parcel(s). (4) Developer and Owner shall pay all building plan check and building inspection fees for work on their respective parcels on the Property in effect at the time an application for a grading permit or building permit is applied for; (5) The public works plan check fee and public works inspection fee for public improvements constructed and installed by the Developer shall be the actual costs to the City to conduct the plan check and inspections plus ten percent (10%) of those actual costs for administrative overhead; (6) The Developer shall be entitled to install a major site identity sign identifying the Project in accordance with the following regulations; i. The sign shall be located on property with a perpetual easement in favor of Developer and shall be located within 50 feet of the right of way for the I-15 Freeway and within an area of 2500 feet Final: Decembcr 13, 1996 11086-00006 pt 1480121.4 -7- north or south of the right of way for Winchester Road or such other location permitted by the City and accepted by the Developer; ii. Upon the acquisition of the sign property by Developer, Developer shall notify the City Manager and the City Manager is hereby authorized to and shall enter in to an amendment to this Development Agreement adding the sign property to the legal description of the Developer's Parcels and causing the sign property to be subject to the terms of this Agreement; iii. The sign shall not exceed ninety four (94) feet in height. The minimum area of the sign shall be five hundred (500) square feet of sign area, subject to future approval of additional sign area by the Director of Community Development; iv. The design of the sign shall be of high architectural quality, compatible with th e area surrounding it, and shall be consistent with the sign program for the Property adopted by the Planning Commission; V. The sign shall be an identification sign for the Developer's Project which shall contain only the names of the anchor tenants and project name and shall not contain changeable messages; vi. The location, size and design of the sign shall be subject to Development Plan approval and all applicable governmental permit requirements and City shall be the lead agency in obtaining all required permits and approvals for the sign, including, without limitation, environmental review, permits from CalTrans and all other governmental agencies, and a building permit for construction of the sign; (7) Developer and Owner, as to their respective Parcels, shall construct and install all public improvements set forth in Specific Plan 263 and in the Conditions of Approval of Specific Plan 263 as applicable to the development it actually undertakes except for those Regional Public Improvements being constructed and installed by the City pursuant to Section 7 of this Agreement; and (8) Subsequent development plans submitted for individual users that are substantially in conformance with the Specific Plan 263 may be approved by the Director of Community Development. Final: December 13, 1996 11086-00006 pt 1480121.4 -8- C. Prior to the Effective Date, City and Developer shall use reasonable efforts to identify, assemble and copy three identical sets of the Applicable Rules, for the City, Developer, and Owner so that if it becomes necessary in the future to refer to any of the Applicable Rules, there will be a common set of the Applicable Rules available to all parties. 7. Regional Public Improvements. In accordance with the schedule of completion described in Section 7.c., City agrees to and shall, at its own cost and expense, except as otherwise provided herein, design, construct, install and finally complete, in a diligent, timely and workmanlike manner, and in conformance with the Applicable Rules, the following regional public infrastructure improvements ("Regional Public Improvements"): a. Obligation to Construct. The City shall construct, install, finally complete and thereafter maintain all perimeter road improvements for the Property in accordance with all requirements of Specific Plan 263, the Applicable Rules and as shown in Exhibit B-1, and as described in further detail as follows: (1) Construct, install and finally complete all Winchester Road improvements, including, but not limited to, adding and upgrading street lighting, transit facilities and turn outs if required, all required signalization or signal upgrades, landscaping, permanent irrigation systems between street curb and sidewalks, Class II bike lanes, signs, striping, turning lanes, driveway approaches, and sidewalks on the south side of the roadway from Ynez Road to Margarita Road. (2) Construct, install and finally complete all Ynez Road improvements, including, but not limited to, adding and upgrading street lighting, landscaping, permanent irrigation systems in medians if required, transit facilities and turn outs if required, all required signalization or signal upgrades, signs, turning lanes, Class II bike lanes, driveway approaches, and sidewalks on the east side of the roadway from Overland Drive to Winchester Road. (3) Construct, install, and finally complete full width Margarita Road from Winchester Road to Solana Way improvements in a manner consistent with and pursuant to existing Margarita Road improvement plans including, but not limited to, landscaped medians and irrigation systems, slopes, driveway approaches, transit facilities and turn outs if required, all required signalization or signal upgrades, stonn drainage facilities, Class II bike lanes, and sidewalk and street lights on the west side of the roadway from Winchester Road to Overland Drive. Notwithstanding anything to the contrary in Specific Plan 263, neither Developer nor Owner shall be required to issue, provide or post any bond, collateral or other security for the work of Finai: December 13, 1996 11086-00006 pt 1480121.4 -9- improvement contemplated by this Section 7. a. (3) nor for any of the other Regional Public Improvements. (4) Construct, install, and finally complete full width Overland Drive road improvements, including, but not limited to, driveway approaches, transit facilities and turn outs if required, all required signalization or signal upgrades, storm drainage facilities, Class II bike lanes, and a sidewalk and street light on the north side of the roadway from Margarita Road to Ynez Road. (5) Cause the completion of the overcrossing of the I-15 Freeway from Ynez to Jefferson at Overland Road ("Overland Overpass") in accordance with existing Community Facilities District 88-12 ("CFD 88-12") plans and subject to the funding of the land acquisition and construction costs of the Overland Overpass by CFD 88-12; the parties acknowledge and agree that City shall have no obligation to fund the Overland Overpass through its General Fund, development impact fees it may have collected for traffic improvements or other funds it may control; (6) Construct, install and finally complete new, or upgrade or remodel existing, traffic signals and all necessary or associated street improvements as may be required at the intersections of Solana Way and Margarita Road, all traffic signals to be used in conjunction with the Overland Drive freeway overpass, as well as the traffic signals at the other locations illustrated in Exhibit B-2. (7) Underground the overhead power and communications lines on the south side of Winchester Road from Ynez to Margarita Roads as illustrated in Exhibit B-3. (8) Construct, install and finally complete regional storm drainage systems and courses through the Property as illustrated in Exhibit B-4 and which are further described as: A. Two (2) main underground storm drains equivalent to a forty eight (48) inch pipe or greater, running through the Property and discharging at the box culvert in Ynez Road. B.A detention basin on the east side of Margarita Road. C. An underground storm drain on the east side of Margarita Road. Final: December 13, 1996 1108 pt 1480121.4 -10- D. Box culverts and associated approaches and outlet structures for the open channel crossing at Margarita Road and Overland Drive including any remedial grading to the interim open channel between the two streets. b. Permits and Approvals; Release of Owner and Develo]2er. Prior to commencement of construction of any portion or segment of the Regional Public Improvements, the City shall, at its own costs and expense, obtain all grading permits, building permits, construction permits, development permits and other licenses, permits, approvals, or consents which are required, either by or from the City or any department thereof, or by or from CalTrans, Riverside County or the San Diego County Regional Water Quality Control Board, or by or from the State of California Department of Fish and Game, the State of California Water Resources Control Board, the U. S. Army Corps of Engineers, the U. S. Fish and Wildlife Service, the National Pollutant Discharge Elimination System or any other goverrunental or quasi-govermuental agency asserting jurisdiction over the Property. If, and to the extent, that the City's obligation pursuant to this Agreement to construct the Regional Public Improvements conflicts with the obligation of the "Developer" or "Applicant" pursuant to Specific Plan 263 to construct the same items, the provisions of this Agreement shall prevail. C. C@'s Time to CoMplete. The City shall finally complete all of the Regional Public Improvements, at its own cost and expense, pursuant to the following schedule: (1) The City shall award design contracts for the Regional Public Improvements (excluding the Overland Overpass) promptly following the Effective Date. (2) On condition that the Developer delivers written notice to the City at least thirty (30) days prior to commencement of any major grading by Developer on any portion of Developer's Parcels, the City shall, prior to actual commencement of major grading by Developer: (A) Take all actions, adopt all resolutions, make all findings and adopt all ordinances as are necessary or required to approve the final plans and specifications for the construction and installation of all Regional Public Improvements (excluding the Overland Overpass); and (B) complete advertising all required Notices Inviting Bids for the construction of the Regional Public Improvements (excluding the Overland Overpass). Developer shall diligently pursue major grading once it has commenced. (3) The City shall construct and finally complete installation of all Regional Public Improvements (except the Overland Overpass) prior to the date the Developer opens the Regional Center for business, provided, Final: December 13, 1996 1108 pt 1480121.4 -11- however, the City shall not be required to commence construction of said Regional Public Improvements until such time as the Developer commences construction of the Regional Center. Developer shall notify City of the completion of all contingencies to its financing of the construction of the Regional Center on the Developer's Parcels, that financing is ready to close, and the date construction of the Regional Center is expected to commence within five (5) working days of the completion of the final contingency for financing of the Regional Center. (4) City shall use its reasonable best efforts to cause the .commencement of construction of the Overland Overpass within thirty six (36) months following opening of the Regional Center, subject to the funding of the Overland Overpass through CFD 88-12 and the conditions of approval for Specific Plan 263. Provided, however, all traffic signals which are intended to operate in conjunction with the Overland Overpass shall be constructed and installed by the City pursuant to Section 7.a.(4) above, at the time required by Section 7.c.(3) above. d. Cooperation. City and the Developer recognize that the design and construction of all Regional Public Improvements (including the Overland Overpass), the Regional Center, and (when finally approved) the project on the Owner's Parcel, will require close coordination between all of the parties. Each of the parties agrees to coordinate the design and construction of their respective projects and improvements with each other, to the extent reasonably practicable, in order to facilitate the orderly development of the Property and to avoid conflicts in design and construction. In this regard: (i) the City, Developer, and Owner shall use their respective best efforts to create working procedures and whereby each shall give notice to the other in a timely manner of their respective activities that impact on the other, and (ii) Developer and Owner shall have the opportunity to review and comment upon the design and construction contracts for all Regional Public Improvements, but shall do so in an expeditious manner so as not to impede the City's design and construction schedule for the Regional Public Improvements. Developer and Owner acknowledge that City will bid the Regional Public Improvements in accordance with the bidding requirements of the Public Contract Code and will require payment of prevailing wages for the construction of the Regional Public Improvements pursuant to Labor Code Sections 1770, et seq. e. City's Failure to Colnplete Regional Public IMprovements. The City's failure to timely complete construction and installation of the Regional Public Improvements in accordance with the terms of this Agreement shall constitute a material breach of this Agreement. In said event, Developer and Owner shall have all of the rights and remedies granted to them in this Agreement. In addition, in such an event, Developer and Owner shall have the right to require the City, at no cost or expense to the Developer or Owner, to amend the Applicable Rules (including, but Final: December 13, 1996 11086-00006 pt 1480121.4 -12- not limited to, this Agreement and Specific Plan 263), in accordance with law, to provide that Developer and Owner may proceed with the development, construction, and installation of their respective projects on the Property, without any requirement that the unfinished Regional Public Improvements be completed. f. Coordination and Relocation of Utiliiy Systems, Dedication of Land. The City agrees to coordinate installation of all utility delivery systems required by the Regional Public Improvements with the installation of planned utility delivery systems in the Property, as well as coordinate the required relocation of any existing utility delivery systems and that construction delays may occur as a consequence thereof. Developer, Owner, and the City agree in good faith to mutually determine which portions of the Property are required for construction and installation of the Regional Public Improvements (except for the Overland Overpass which is to be constructed on land not owned by the Developer or Owner). In this regard, all parties agree to use their best efforts to have the planned utility delivery systems to be installed within the dedicated roads. When mutually determined as aforesaid, Developer and Owner, as appropriate, shall dedicate the land required for the Regional Public Improvements to the City, and City agrees to accept and thereafter operate and maintain said land at no cost to the Developer or Owner. Provided, however, if the portion(s) of the Property to be dedicated are encumbered with liens securing repayment of any Mello-Roos Community Facilities District bonds or any City of Temecula, County of Riverside, or State of California real property taxes, special taxes or assessments, then Developer and Owner, as appropriate, shall (1) use their best efforts to cause the liens to be reallocated to the remaining portions of the Property or the remaining portions of the applicable community facilities district or assessment district or (2) in the event the liens cannot be so reallocated, be obligated to pay the taxes or assessments on the portion of the Property dedicated to the City. Developer and Owner shall not be required to pay the entire assessment lien and shall not be required to secure a lien-free release from the Agency or entity holding the referenced liens. City shall be entitled to take the dedicated property either free and clear of all encumbrances, assessments or liens, or, in the event the Developer or Owner, as appropriate, cannot so deliver the dedicated land, the City shall take the land subject only to the lien or assessment of the governmental entity and Developer or Owner, or their successors and assigns, as appropriate, shall continue to pay the taxes or assessment on the dedicated land. 9. Ajzreement Re Owner's Parcel. In recognition of certain regional benefits associated with the storm drain planned to carry storm runoff across the Owner's property from Margarita Road to the southwesterly side of Overland Drive, City and Owner agree that at the time a master plan is submitted by Owner for the full Owner's Parcel, the City agrees to negotiate in good faith with the Owner in an attempt to fund the costs of said storm drain based on the potential tax benefits to be realized by the City from the proposed project on the Owner's Parcel. Final: December 13, 1996 1108 6 pt 1480121.4 -13- 8. Acknowledgments, Ajzreements and Assurances on the Part of the Developer. a. Developer's Faithful Performance. The parties acknowledge and agree that Developer's faithful performance in developing the Developer's Project on the Developer's Parcels and in constructing and installing certain public improvements and complying with the Applicable Rules and Owner's development of a project on the Owner's Parcel in accordance with the Applicable Rules will fulfill substantial public needs. The City acknowledges and agrees that there is good and valuable consideration to the City resulting from Developer's and Owner's assurances and faithful performance thereof and that same is in balance with the benefits conferred by the City on the Developer's Project. The parties further acknowledge and agree that the exchanged consideration hereunder is fair, just and reasonable. Developer and Owner each acknowledge that the consideration is reasonably related to the type and extent of the impacts of their respective projects on the community and the Property, and further acknowledge that the consideration is necessary to mitigate the direct and indirect impacts caused by the development on the Property. The parties further acknowledge that development of the Owner's Parcel alone without the development of the Regional Center on the Developer's Parcels will not provide the benefits to the City described above and would not in and of themselves justify the commitments of the City pursuant to this Agreement. b. Developer's Agreement to Develop. In consideration of the foregoing and the City's assurance set out in Section 9 below, Developer hereby agrees to use its reasonable best efforts, in accordance with its own reasonable business judgement, taking into consideration market conditions, financing and other economic factors, to develop the Mall Parcel and, if acquired, the Power Center Parcel in accordance with the terms and conditions of this Agreement and the Applicable Rules. Notwithstanding anything in this Agreement to the contrary, Owner shall have the right, but shall not be obligated to construct a project on the Owner's Parcel during the term of this Agreement. C. Oblijzations to be Non-Recourse. As a material element of this Agreement, and as an inducement to Owner and Developer to enter into this Agreement, each of the parties understands and agrees that the City's remedies for breach of the obligations of Developer and Owner under this Agreement shall be limited as described in Section 15, below. 9. Acknowledgements, Agreements and Assurances on the Part of the City. In order to effectuate the provisions of this Agreement, and in consideration for the Developer and Owner to obligate themselves to carry out the covenants and conditions set forth in the preceding Section 8 of this Agreement, the City hereby agrees and assures Developer that Developer will be permitted to carry out and complete the development of the Developer's Project on the Developer's Parcels, and agrees and assures Owner that Owner Final: December 13, 1996 1108 pt 1480121.4 -14- will be permitted to develop a project on the Owner's Parcel, each in accordance with the Applicable Rules, subject to the terms and conditions of this Agreement and the Applicable Rules. Therefore, the City hereby agrees and acknowledges that: a. Entitlement to Develop. The Developer is hereby granted the vested right to develop the Developer's Project on the Developer's Parcels to the extent and in the manner provided in this Agreement, subject to the Applicable Rules and the Future Approvals. Owner is hereby granted the vested right to develop a project on the Owner's Parcel in accordance with the Applicable Rules and the Future Approvals, provided, however, that said rights of Owner shall not vest until such time as the Developer has commenced construction of the Regional Center on the Developer's Parcels. b. Conflictiniz Enactments. Any change in the Applicable Rules, including, without limitation, any change in any applicable general area or specific plan, zoning, subdivision or building regulation, adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of a Future Approval, an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the Council, the Planning Commission or any other board, commission or department of City, or any officer or employee thereof, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Property and which would conflict in any way with or be more restrictive than the Applicable Rules ("Subsequent Rules"), shall not be applied by City to any part of the Property. Developer or Owner may give City written notice of its election to have any Subsequent Rule applied to such portion of the Property as it may own, in which case such Subsequent Rule shall be deemed to be an Applicable Rule insofar as that portion of the Property is concerned. C. Permitted Conditions. Provided Developer's or Owner's applications for any Future Approvals are consistent with this Agreement and the Applicable Rules, City shall grant the Future Approvals in accordance with the Applicable Rules and authorize development of the Property for the uses and to the density and regulations as described herein. City shall have the right to impose reasonable conditions in connection with Future Approvals and, in approving tentative subdivision maps, impose dedications for rights of way or easements for public access, utilities, water, sewers, and drainage necessary for the Project or other developments on the Property; provided, however, such conditions and dedications shall not be inconsistent with the Applicable Rules in effect prior to imposition of the new requirement nor inconsistent with the development of the Project as contemplated by this Agreement; and, provided further, such conditions and dedication shall not impose additional infrastructure or public improvement obligations in excess of those identified in this Agreement. The party applying for a Future Approval may protest any conditions, dedications or fees while continuing to develop the Property; such a Final: December 13, 1996 1108 6 pt 1480121.4 -15- protest by the party applying shall not delay or stop the issuance of building permits or certificates of occupancy. d. Tenn of Maps and Other Project Approvals. Pursuant to California Government Code Sections 66452.6(l) and 65863.9, the term of any subdivision or parcel map that may be processed on all or any portion of the Property and the term of each of the Project Approvals, including the tentative map and any Future Approvals shall be extended for a period of time through the scheduled termination date of this Agreement as set forth in Section 13 below. e. Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. Ciiy of Camarillo, 37 Cal.3d 465 (1984) that failure of the parties to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the parties' agreement, it is the intent of the Developer, Owner, and the City to cure that deficiency by acknowledging and providing that Developer or Owner shall have the right (without the obligation) to develop the their respective portions of the Property in such order and at such rate and at such time as each deems appropriate within the exercise of its subjective business judgement, subject to the terms of this Agreement. f. Moratorium. No City-imposed moratorium or other limitation (whether relating to the rate, timing or sequencing of the development or construction of all or any part of the Property, whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether enacted by the Council, an agency of City, the electorate, or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use or service (including, without limitation, water and sewer, should the City ever provide such services) approved, issued or granted within City, or portions of City, shall apply to the Property to the extent such moratorium or other limitation is in conflict with this Agreement; provided, however, the provisions of this Section shall not affect City's compliance with moratoria or other limitation mandated by other governmental agencies or court-imposed moratoria or other limitation. 9- Pen-nitted Fees and Exactions. Except as otherwise provided in this Agreement, City shall only charge and impose those fees and exactions, including, without limitation, dedications and any other fees or taxes (including excise, construction or any other taxes) relating to development or the privilege of developing the Property, as are set forth in the Applicable Rules described in Section 6 of this Agreement. This Section shall not be applicable to the following fees and taxes and shall not be construed to limit the authority of City to: (1) Charge application, processing, and permit fees for land use approvals, building permits, and other similar permits and entitlements, which fees are designed to reimburse City's expenses attributable to processing such Final: December 13, 1996 11086-00006 pt 1480121.4 -16- application, provided, however, said application, processing and permitting fees shall not exceed the fees that are charged by the City generally to applicants, on a nondiscriminatory basis for similar approvals, permits, or entitlements granted by City; (2) Impose or levy general or special taxes, including but not limited to, property taxes, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which may be applied to the Property or to businesses occupying the Property, provided, however, that the tax is of general applicability citywide and does not burden the Property disproportionately to other retail development within the City; or (3) Collect such fees or exactions as are imposed and set by governmental entities not controlled by City but which are required to be collected by City. 10. Cooperation and Implementation. The City agrees that it will cooperate with Developer and Owner to the fullest extent reasonable and feasible to implement this Agreement. Upon satisfactory performance by Developer of all required preliminary conditions, actions and payments, the City will commence and in a timely manner proceed to complete all steps necessary for the implementation of this Agreement and the development of the Developer's Project on the Developer's Parcels or a project on the Owner's Parcel in accordance with the terms of this Agreement; provided, however, City acknowledges and agrees that nothing herein shall obligate Owner to construct a project on Owner's Parcel. Developer and Owner shall, in a timely manner, provide the City with all documents, plans, and other information necessary for the City to carry out its obligations. Additionally: a. Further Assurances: Covenant to Sign Documents. Each party shall take all actions and do all things, and execute, with acknowledgment or affidavit, if required, any and all documents and writings, that may be necessary or proper to achieve the purposes and objectives of this Agreement. b. Reimbursement and Apportiom-nent. Although the parties do not contemplate a condition of a Future Approval requiring excess capacity or size of required dedications or public facilities beyond that required by the Applicable Rules, nothing in this Agreement precludes City, Developer or Owner from entering into any reimbursement agreements for the portion (if any) of the cost of any dedications, public facilities and/or infrastructure that City, pursuant to this Agreement, may require as conditions of the Future Approvals, to the extent that they are in excess of those reasonably necessary to mitigate the impacts of the Project or development on the Property. C. Processing. Upon satisfactory completion by Developer of all required preliminary actions and payments of appropriate processing fees, if any, City shall, Final: December 13, 1996 11086-00006 pt 1480121.4 -17- subject to all legal requirements, promptly initiate, diligently process, and complete at the earliest possible time all required steps, and expeditiously act upon any approvals and permits necessary for the development by Developer or Owner of the Property in accordance with this Agreement, including, but not limited to, the following: (1) the processing of applications for and issuing of all discretionary approvals requiring the exercise of judgement and deliberation by City, including without limitation, the Future Approvals; (2)the holding of any required public hearings; (3) the processing of applications for and issuing of all ministerial approvals requiring the determination of conformance with the Applicable Rules, including, without limitation, site plans, grading plans, improvement plans, building plans and specifications, and ministerial issuance of one or more final maps, zoning clearances, grading permits, improvement permits, wall permits, building permits, lot line adjustments, encroachment permits, temporary use permits, certificates of use and occupancy and approvals and entitlements and related matters as necessary for the completion of the development of the Property ("Ministerial Approvals"). d. Processiniz During Third Pariy Liti . The filing of any third party lawsuit(s) against City, Developer, or Owner relating to this Agreement or to other development issues affecting the Property shall not delay or stop the development, processing or construction of the Property, approval of the Future Approvals, or issuance of Ministerial Approvals, unless the third party obtains a court order preventing the activity. City shall not stipulate or fail to oppose the issuance of any such order. e. State, Federal or Case Law. Where any state, federal or case law allows City to exercise any discretion or take any act with respect to that law, City shall, in an expeditious and timely manner, at the earliest possible time, (i) exercise its discretion in such a way as to be consistent with, and carry out the terms of, this Agreement and (ii) take such other actions as may be necessary to carry out in good faith the terms of this Agreement. f.Defense of Agreement. City agrees to and shall timely take all actions which are necessary or required to uphold the validity and enforceability of this Agreement and the Applicable Rules, subject to the indemnification provisions of this Section. If this Agreement is adjudicated or determined to be invalid or unenforceable, the City agrees, subject to all legal requirements, to consider and implement all modifications to this Agreement which are necessary or required to render it valid and enforceable to the extent permitted by applicable law; provided, however, City shall not be required to construct or install any additional public Final: December 13, 1996 1108 pt 1480121.4 -18- improvements beyond those described in this Agreement as of the Effective Date nor expend funds for items not described in this Agreement as of the Effective Date. Developer and Owner jointly and severally agree to indemnify, protect, defend, and hold harmless the City and its agencies, instrumentalities and their respective officers, employees and agents (collectively, "Indemnified Parties") from any and all claims, actions, or proceedings ("Claims") brought against any of the Indemnified Parties by any third party or entity not a signatory to this Agreement, which Claims seek to attack, set aside, void, or annul or seek monetary damages as a result of, the City's approval of this Agreement or any amendment thereto and which Claiirns are not caused by the gross negligence or wilful misconduct of any of the Indemnified Parties. Each Indemnified Party agrees to and shall promptly notify the Developer and Owner in writing of any Claims within ten (10) calendar days from their receipt of any Claim. Each Indemnified Party shall cooperate fully with Owner and Developer in the defense of all Claims. No Indemnified Party shall settle a claim without the consent of the Developer, which consent shall not be unreasonably withheld. Developer and Owner shall be entitled to select legal counsel of their choice (which counsel is/are reasonably acceptable to City) to conduct such defense and which legal counsel shall represent the City (and Developer and Owner, at their election, as real parties in interest) in the defense of such Claim. Each of the elections provided for in this Section 10 may be made separately by Owner and Developer for each of their parcels. Notwithstanding the foregoing: (1) Upon written notice to the City, Developer and/or Owner shall have the right in their sole discretion to elect not to defend the City or elect not to defend the validity of this Agreement. In said event, the electing party shall be deemed to have consented to the termination of this Agreement as to said party and City shall take all required actions as may be required by law or by this Agreement to (A) settle the Claim and (B) terminate this Agreement as to the electing party. (2) Should any Indemnified Party fail to notify Owner and Developer of the existence of any Claims or fail to fully cooperate with Owner and Developer in the defense of any Claims, then Owner and Developer, as appropriate, may elect to terminate their indemnification obligations under this Section 10.f and if such an election is made in writing to the parties to this Agreement, this Agreement shall terminate, expire and have no further force or effect. (3) The Indemnified Parties shall not reject any reasonable settlement, including, without limitation, the option of not proceeding with any project. Should any Indemnified Party reject a settlement which is reasonably acceptable to Developer or Owner or their successors or assign, Owner and Developer may elect to terminate their indemnification obligations under this Section 10.f by written notice to all parties. If such an election is Final: December 13, 1996 11086-00006 pt 1480121.4 -19- made, said obligations shall, insofar as the rejecting Indemnified Party is concerned, immediately terminate, expire and have no further force or effect and the rejecting Indemnified Party shall thereafter be obligated to defend itself against said Claims at its own cost and expense. (4) If Owner or Developer are at any time required by this Agreement to indemnify, defend, protect or hold any Indemnified Party harmless from any Claims, then said Owner or Developer shall have the right but not the obligation as to each separate parcel to terminate and cancel this Agreement as it affects the portion of the Property owned by said terminating party. If Owner or Developer elect to terminate this Agreement pursuant to this Section 10.f.(4), it shall do so by written notice to the City and the other party hereto, in which event this Agreement shall as to the applicable parcel terminate, expire and have no further force or effect. Thereafter, the terminating party's indemnity and defense obligations pursuant to this Agreement shall, as to acts or omissions occurring after the effective date of said termination, have no further force or effect. 11.Compliance; Termination, Modifications And Amendments. a. Review Of Compliance.' The Director of Community Development of the City ("Director") shall review this Development Agreement once each year, on or before each anniversary of the Effective Date ("Periodic Review"), in accordance with this Section I 1, the Applicable Rules and Resolution 90-52 of the City of Temecula ("Resolution 90-52") in order to determine whether or not Developer and Owner are out-of-compliance with any specific term or provision of this Agreement. At commencement of each Periodic Review, the Director shall notify Developer and Owner in writing that said Periodic Review is or has been commenced. (1) Prima Facie Compliance- During each Periodic Review, the Director shall request, in writing, that Developer and Owner each demonstrate that they have during the preceding twelve (12) month period, been in prima facie compliance with this Agreement. For purposes of this Agreement, the phrase "prima facie compliance" shall mean that Developer and/or Owner have demonstrated that it has acted in a commercially reasonable manner (taking into account the circumstances which then exist) and in good faith in attempting to adhere to the substance of this Agreement. Precise or technical adherence to each term or provision of this Agreement shall not be required in order for a party to be in prima facie compliance; and the failure of any party to agree with the City in connection with the determination or implementation of any Discretionary Approval, Future Approval or Ministerial Approval shall not demonstrate a lack of prima facie compliance. Final: December 13, 1996 11086-00006 pt 1480121.4 -20- (2) Notice Of Non-CoMpliance-, Cure Rights. If during any Periodic Review, the Director reasonably concludes that (A) either Developer or Owner has not demonstrated that it is in prima facie compliance with this Agreement, AND (B) that said party is out of compliance with a specific, substantive term or provision of this Agreement, then the Director may issue and deliver to that party a written "Notice of Non-compliance" detailing the specific reasons for non-compliance (including references to sections and provisions of this Agreement and Applicable Rules which allegedly have been breached) with a complete statement of all facts demonstrating such non- compliance. That party shall then have thirty (30) calendar days following their receipt of the Notice of Non-compliance to cure said failure(s), provided, however, if any one or more of the item(s) of non-compliance set forth in the Notice of Non-compliance cannot reasonably be cured within said thirty(30) calendar day period, then that party shall not be in breach of this Agreement if it commences to cure said item(s) within said thirty (30) day period and diligently prosecute said cure to completion. Upon completion of each Periodic Review, the Director shall submit a report to the City Council setting forth the Director's determination of whether or not each Owner and Developer have satisfactorily demonstrated prima facie compliance with this Development Agreement, and if not, what steps have been taken by the Director or what steps he/she recommends that the City subsequently take. A breach or default by one party shall not constitute a breach or default by the other party. b. Termination of Development Agreement As To Breaching Pariy. If either Owner or Developer fails to timely cure any item(s) of non-compliance set forth in a Notice of Non-compliance, then the City shall have the right but not the obligation to initiate proceedings for the purpose to terminating this Agreement as against that party or the legal remedies described in Paragraph 15 of this Agreement; however, termination of this Agreement as to one party shall not ten-ninate this Agreement as to any nonbreaching party. If the City determines to terminate this Agreement as to any party, it shall give written notice thereof to both Developer and Owner, which notice shall specify the precise grounds for termination and shall set a date, time and place for a public hearing on the issue, all in compliance with the Development Agreement Statutes. At the noticed public hearing, the breaching party and/or its designated representative, as well as the non-breaching party and/or its designated representatives, as well as the non-breaching party, shall be given an opportunity to make a full and public presentation to the City. If, following the taking of evidence and hearing of testimony at said public hearing, the City finds, based upon substantial evidence, that the breaching party has not demonstrated prima facie compliance with this Agreement, and that the breaching party is out of compliance with a specific, substantive term or provision of this Agreement, then the City may (unless the parties otherwise agree in writing) terminate this Agreement as to that breaching party. Final: December 13, 1996 11086-00006 pt 1480121.4 -21- C. Modification or Amendment, of Deve]Mment Agreement. Subject to the notice and hearing requirements of the applicable Development Agreement Statutes, this Agreement may be modified or amended from time to time only with the written consent of the Owner, Developer and the City or their successors and assigns in accordance with the provisions of the Temecula Municipal Code and Section 65868 of the Govenuncut Code, The parties contemplate arnending this Agreement to refine the legal descriptions of the Developer's Parcels and Owner's Parcel once a parcel map has been approved for the Property. Such an amendment being contemplated by this Agreement may be approved by the City Manager on behalf of the City without notice and hearing pursuant to Govenunent Code Section 65867. Any changes to ffic legal description of the Property will require compliance with Government Code Section 65867. d. Termination of Devel%ment Agreement. Nothwitstanding anything to the contrary contained in this Agreement, either Owner or Developer, may, on or before commencement of construction to the Regional Center as described in Section 7.c.(3) of this Agreement, terminate this Agreement by writen notice to all parties, unless the non-tenninating party agrees to assume the terminating party's rights and obligations under @ Agreement pursuant to Section 16 of @ Agreement. 12, Q2erating Memoranda, The provisions of this Agreement require a close degree of cooperation between City, Developer and Owner. The anticipated refinements to the Developer's Project and other development activity at the Property may demonstrate that clarifications to this Agreement and the Applicable Rules are appropriate with respect to the details of performance of City, Developer, and Owner, If and when, from time to @e, during the term of this Agreement, City, Developer and Owner agree that such clarifications are necessary or appropriate, they shall effectuate such clarifications through operating memoranda approved in writing by the City, Developer and Owner, which, after execution, shall be attached hereto and become a part of this Agreement and the same may be further clarified from time to time as necessary with future written approval by City, Developer and Owner. Operating memoranda are not intended to constitute an amendment to this Agreement but mere ministerial clarifications, therefore public notices and hearings shall not be required. The City Attorney shall be authorized, upon consultation with, and approval of, Developer and Owner, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such a character to constitute an amendment hereof which reqlims compliance with the provisions of Section 12-c-, above. The authority to enter into such operating memoranda is hereby delegated to the City Manager and the City Manager is hereby authorized to execute any operating memoranda hereunder without further Council action. 13. Term of Ag@ement. This Agreement shall become operative and commence upon the Effective Date. It shall remain in effect until ten (10) years from the Effective Date unless this Agreement is terminated, modified, or extended upon mutual written consent of the parties hereto or as otherwise provided in this Agreement. Following Final: Dm=@ 13. 19% IIUWOM sK 1480121.d -22- the expiration or termination of the term, hereof, this Agreement @ll br, d ted and of no fudwr force and effert; provided, such expiration or termination 5hall not automatically affect any right of the City, Developer or Owner arising from City approvals on the Property prior to the expiration or termination of the term and arising from the duties of tbc parties as prescribed in this Agreement. Final; Dccombtr 13. 1996 It pt 1480121.4 -22A- 14. Tax Reimbursements. The Property lies within an area defined as Mello-Roos Community Facilities District 88-12 ("CFD 88-12"). The City has entered into certain sales tax reimbursement agreements with property owners in CFD 88-12 to help offset the special taxes imposed by CFD 88-12. Subject to the specific ten-ns of the agreements, the City agrees to implement any existing reimbursement agreements which may be applicable to the Property and to Developer and Owner by virtue of their ownership of portions of the Property. 15.Administration of Agreement and Resolution of Disputes. a. Administration of Disputes. All disputes involving the enforcement, interpretation or administration of this Agreement (including, but not limited to decisions by the City staff concerning this Agreement and any of the projects or other matters concerning this Agreement which are the subject hereof) shall first be subject to good faith negotiations between the parties to resolve the dispute. In the event the dispute is not resolved by negotiations, the dispute shall then be heard and decided by the Planning Commission. Then, decisions of the Planning Commission which remain in dispute shall be appealed to the City Council in accordance with the procedures set forth in the Applicable Rules. Then, decisions of the City Council which remain in dispute shall be appealable to, heard by, and resolved pursuant to the Mandatory Alternative Dispute Resolution procedures set forth in Section 15.b hereinbelow. Unless the dispute is resolved sooner, City shall use diligent efforts to complete the foregoing Planning Commission and City council reviews within 30 days of receiving a written notice of default or dispute notice. Nothing in this Agreement shall prevent or delay Developer or Owner from seeking a temporary or preliminary injunction in state or federal court if they believe that injunctive relief is necessary on a more immediate basis. b. MandatoKy Alternative Dispute Resolution. After the provisions of Section 15.a above have been complied with, and pursuant to Code of Civil Procedure Section 638. et seq., all disputes regarding the enforcement, interpretation of administration of this Agreement (including, but not limited to, appeals from decisions of the City Council, all matters involving Code of Civil Procedure Section 1094.5, all Ministerial Approvals, Discretionary Approvals Future Approvals and the application of Applicable Rules) shall be heard and resolved pursuant to the alternative dispute resolution procedure set forth in this Section 15.b. All matters to be heard and resolved pursuant to this Section 15.b shall be heard and resolved by a single appointed referee who shall be a retired judge from either the California Superior Court, the California Court of Appeal, the California Supreme Court, The United States District Court or the United States Court of Appeals, provided that the appointed referee shall have significant and recent experience in resolving land use and real property disputes. The parties to this Agreement who are involved in the dispute shall agree and appoint a single referee who shall then try all issues, whether of fact or law, and report in writing to the parties to the disputes all findings of facts Final: December 13, 1996 11086-00006 pt 1480121.4 -23- and issues and decisions of law and the final judgments made thereon, in sufficient detail to inform each party as the basis of the referee's decision. The referee shall try all issues as if he/she were a California Superior Court judge, sitting without a jury, and shall (unless otherwise limited by any term or provision of this Agreement) have all legal and equitable powers granted a California Superior Court judge. Prior to the hearing, the parties shall have full discovery rights as provided by the California Code of Civil Procedure. At the hearing, the parties shall have the right to present evidence, examine and cross-examine lay and expert witnesses, submit briefs and have arguments of counsel heard, all in accordance with a briefing and hearing schedule reasonably established by the referee. The referee shall be required to follow and adhere to all laws, rules and regulations of the State of California in the hearing of testimony, admission of evidence, conduct of discovery, issuance of a judgment and fashioning of remedy, subject to such restriction on remedies as set forth in this Agreement. If the parties involved in the dispute are unable to agree on a referee, any party to the dispute may seek to have a single referee appointed by a California Superior Court judge and the hearing shall be held in Riverside County pursuant to Code of Civil Procedure Section 640. The cost of any proceeding held pursuant to this Section 15.b shall initially be bome equally by the parties involved in the dispute, and each party shall bear its own attorneys' fees. Any referee selected pursuant to this Section shall be considered a temporary judge appointed pursuant to Article 6, Section 21 of the California Constitution. If any party to the dispute fails to timely pay its fees or costs, or fails to cooperate in the administration of the hearing and decision process as determined by the referee, the referee shall upon the written request of any party to the dispute be required to issue a written notice of breach to the defaulting party and, if the defaulting party fails to timely respond or cooperate with the period of time set forth in the notice of default (which in any event may not exceed thirty (30) calendar days), then the referee shall upon the request of any non-defaulting party render a default judgment against the defaulting party. At the end of the hearing, the referee shall issue a written judgment (which may include an award of reasonable attorneys' fees and costs as elsewhere provided in this Agreement), which judgment shall be final and binding between the parties and may be entered as a final judgment in a California Superior Court. The referee shall use his/her best efforts to finally resolve the dispute and issue a final judgment within sixty (60) calendar days from his/her appointment. (1) Any party to the dispute may, in addition to any other rights or remedies provided to it by this Agreement, seek, to enjoin any threatened or attempted violation hereof, or enforce by specific performance the obligations and rights of the parties hereto, except as otherwise provided herein. (2) The parties hereto agree that (A) the City would not have entered into this Agreement if it were to be liable for general, special or compensatory damages for any default under or with respect to this Agreement or the application thereof, and (B) Owner and Developer have adequate Final: December 13, 1996 1108 pt 1480121.4 -24- remedies, other dm general, special or compensatory damages, to S=rc City's compliance with its obligations under this Agreement. Therefore, the undersigned agree that the City, and its officers, employees and agents, shall not be liable for general, special or compensatory damages to the Owner Developer or to any successor or assignee or transferee of the Owner or Developer, for the City's breach or default under or with respect to @ Agreement; and @ Owner and Developer cove@ not to sue the City for, or claim against the City, any right to receive general, special or compensatory damages for default of this Ag@ent by City. Nondthstanding the provisions of this subsection (2), City agrees that Developer and Owner shall have the right to seek a refund or return of a deposit made with the City or fee paid to the City in accordance with the provisions of the Applicable Rules. (3) The City agrees that (A) the Owner and Developer would not have entered into tWs Agreement if either were to be liable for general, special or compensatory damages for any default under or with respect to this Agree=nt or the application thereof, W (B) City, has adequate r@ies, other than general, special or compensatory damages, to secure Owners's and Developer's compliance with their respective obligations under this Agreement. Therefore, the City agrees that the Owner aW Developer, and their officers, employees and agents, shall not be liable for general. V=ial or compensatory damages to the City or to any successor or assig= or transferee of Om City, for the Owner's or Devek)per's breach or deftwt under or with respect to this Agrftmnt; and the City covenants not to sue the Owner or @veloper for, or claim against the Owner or Developer, any right to receive general, special or compensatory damages for default of ffik Agreement by City. Notwithstanding the other provisions of @ Section to the Contrary, City agrees that its ordy recourse in the event the Developer, or Owner, as applicable, does not proceed with co on of the Regional Center as provided in Section 8., @ll be the termination of this Development Agreement in accordance with Section II above, and, without limiting the foregoing, City shall not have any right to damages or speciric enforcement of dw Developer's obligation to complete @ Regional Center as provided in Smtion S; provided, however, d= this paragraph @ nm limit City's right to @ifically enforce condifions and requirements of the Applicable Rules which are applicable to development actually urwertakcn by Developer or Owner. 16.Trgpsfers and Assignmf!nts a. Right to Assizn. Developer or Owner shall have the right to sell, assign or transfer all or portions of the Property and the rights under this Agreement which they inay own to any person at any time during the term of this Agreement without approval of the City provided Developer has provided to Owner and to the City Manager @ (30) days prior written notice of the proposed transfer and 1.1.19% 130 pt 14MI21.4 -25- Developer provides to Owner aW City with notire of the name aW address of the assign= within ten (10) days of the effective date of the @er. StioWd the Owner acquire the rights of the Developer (as elsewhere provided in this Agreement), the Owner shall have the right to sell, assign or transfer the rights under this Agreement without the approval of dw City provided the Owner has provided to the City Manager thirty (30) days prior written notice of the proposed @fer aW the namc and address of the assignee within ten (10) days after the effective date of the transfer. 13, IM I I pt 1440121.4 -25A- b. Liabilities Upon Transfer. Upon the delegation of all duties and obligations and the sale, transfer or assignment of all or any portion of the Property, Developer or Owner, as the case may be, shall be released from its obligations under this Agreement with respect to the Property, or portion thereof, so transferred arising subsequent to the effective date of such transfer if (1) Developer has provided to Owner and City thirty (30) days' prior written notice of such transfer (2) the transferee has agreed in writing to be subject to all of the provisions hereof applicable to the portion of the Property so transferred. Upon any transfer of any portion of the Property and the express assumption of Developer's or Owner's obligations under this Agreement by such transferee, City agrees to look solely to the transferee for compliance by such transferee with the provisions of this Agreement as such provisions relate to the portion of the Property acquired by such transferee. Any such transferee shall be entitled to the benefits of this Agreement and subject to the obligations of this Agreement, applicable to the parcel(s) transferred. A default by any transferee shall only affect that portion of the Property owned by such transferee and shall not cancel or diminish in any way Developer's or Owner's rights hereunder with respect to any portion of the Property not owned by such transferee. The transferee shall be responsible for the reporting and annual review requirements relating to the portion of the Property owned by such transferee, and any amendment to this Agreement between City and a transferee shall only affect the portion of the Property owned by such transferee. C. Owner's Rijzhts. In the event Developer does not purchase one or both of the Developer's Parcels and its right to do so expires or terminates, the Owner's rights with respect to such Developer's Parcels are set forth at Section 3 of this Agreement. 17. Mortizaize Protection. The parties hereto agree that this Agreement shall not prevent or limit Developer or Owner, in any manner, at Developer's or Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. City acknowledges that the lender(s) providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Developer or Owner and representatives of such lender(s) to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any mortgagee of a mortgage or a beneficiary of a deed of trust ("Mortgagee") on the Property shall be entitled to the following rights and privileges: a. Mortgage Not Rendered Invalid. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any mortgage or deed of trust on the Property made in good faith and for value. Final: December 13, 1996 11086-00006 pt 1480121.4 -26- b. Request for Notice to Mortizaizee. The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, who has submitted a request in writing to City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer or Owner in the performance of Developer's or Owner's obligations under this Agreement. C. Mortiza2ee's Time to Cure. If City timely receives a request from a Mortgagee requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Developer or Owner. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. d. PropeM Taken Subject to Obligations. Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of Developer arising prior to acquisition of title to the Property by such Mortgagee, except that any such Mortgagee or its successors or assigns shall not be entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary obligations due under this Agreement for the Property, or portion thereof acquired by such Mortgagee, have been paid to City. 18. Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when personally received by the addressee, or within three (3) calendar days after deposit in the United States mail by registered or certified mail, postage prepaid, return receipt requested, to the following parties and their counsel at the addresses indicated below, provided, however, if any party to this Agreement delivers a notice or causes a notice to be delivered to any other party to this Agreement, a duplicate of that Notice shall be concurrently delivered to each other party and their respective counsel. To City:City of Temecula Attention: City Manager 43200 Business Park Drive Temecula, CA 92590-3606 With a Copy to:Peter M. Thorson, Esq. Richards, Watson & Gershon 333 South Hope Street, 38th Floor Los Angeles, CA 90071 Final: December 13, 1996 1108 6 pt 1480121.4 -27- To Developer:Forest City Development Inc. 949 South Hope Street, Suite 200 Los Angeles, CA 90015 Attn:Brian M. Jones With a Copy to: Forest City Enterprises, Inc. 10800 Brookpark Rd. Cleveland, Ohio 44130 Attention:General Counsel To Owner:LGA-7, INC. c/o Kemper Insurance Companies One Kemper Drive Corporate Legal Department, C-3 Long Grove, Illinois, 60049-0001 Attn:Chief Financial Officer and General Counsel With a Copy to:Myron Meyers, Esq. Keith D. Elkins, Esq. Jeffers, Mangels, Butler & Marrnaro, LLP 2121 Avenue of the Stars, 10th Floor Los Angeles, California 90067 With a Copy to:Heitman Capital Management Company 9601 Wilshire BI., Suite 200 Beverly Hill, California 90211 Attention: Mr. Brett Mayer Notice given in any other manner shall be effective when received by the addressee. The addresses for notices may be changed by notice given in accordance with this provision. 19. Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be Final: December 13, 1996 11086-00006 pt 1480121.4 -28- effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 20. Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 21. Force Majeure. Changed conditions, changes in local, state or federal laws or regulations, floods, earthquakes, delays due to strikes or other labor problems, moratoria enacted by City or by any other governmental entity or agency, injunctions issued by any court of competent jurisdiction, the inability to obtain materials, civil conimotion, fire, intragalatic invasion, acts of God, or other circumstances which substantially interferes with the development or construction of the Developer's Parcels or the development of the Owner's Parcel, or which substantially interferes with the ability of any of the parties to perform its obligations under this Agreement shall collectively be referred to as "Events of Force Majeure. " If any party to this Agreement is prevented by an Event or Events of Force Majeure from performing its obligation under this Agreement, then on condition that the party claiming the benefit of said Event(s) of Force Majeure (a) did not cause said Event(s) and (b) said Event(s) was beyond said party's reasonable control, the time for performance by said party of its obligations under this Agreement shall be extended by a number of days equal to the number of days that said Event(s) of Force Majeure continued in effect, or by the number of days it takes to repair or restore the damage caused by said Event(s) to the condition which existed prior to the occupance of said Event(s), which ever is longer; provided, however, that the termination date of this Agreement as set forth in Section 13 of this Agreement shall not be extended by this provision. 22. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. 23. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Developer, Owner, the City of Temecula and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 24. Attorneys' Fees. If any party commences any action for the interpretation, enforcement, termination, cancellation or rescission of this Agreement, or for specific performance for the breach hereof, the prevailing party shall be entitled to its reasonable attorneys' fees, litigation expenses and costs. Attorneys' fees under this Section shall include attorneys' fees on any appeal as well as any attorneys' fees incurred in any post-judgment proceedings to collect or enforce the judgment. 25. Incol:poration of Exhibits. The following exhibits which are part of this Agreement are attached hereto and each of which is incorporated herein by this reference as though set forth in ftill: Final: December 13, 1996 11086-00006 pt 1480121.4 -29- EXHIBIT ALEGAL DESCRIPTION Exhibit A-1Property Exhibit A-2Developer's Parcels--Mall Parcel Exhibit A-3Developer's Parcels--Power Center Parcel Exhibit A-4Owner's Parcel EXHIBIT B CITY OF TEMECULA FURNISHED INFRASTRUCTURE Exhibit B-1 Street Improvements Exhibit B-2 Traffic Signals Exhibit B-3 Underground Power Lines Exhibit B-4 Storm Drain Improvements 26. Authority to Execute; Binding Effect. Owner and Developer each represent and warrant that they have the power and authority to execute this Agreement and, once executed, this Agreement shall be final and binding on said parties. The City represents and warrants to Owner and Developer as follows: (a) all public notices have been given and published, all public hearings have been held, all applicable laws, rules, ordinances and regulations have been issued as are necessary or required for the approval of this Agreement; (b) this Agreement is consistent with Specific Plan 263; (c) this Agreement once executed by the City, shall be final and binding on the City; and (d) this Agreement may not be amended, modified, changed or terminated in the future by the City except in accordance with the terms and conditions set forth herein. 27. Entire Agreement; Conflicts. This Agreement represents the entire agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. Should any or all of the provisions of this Agreement be found to be in conflict with any other provision or provisions found in the Applicable Rules, or Subsequent Applicable Rules, then the provisions of this Agreement shall prevail. IN WITNESS WHEREOF, the Parties have each executed this Agreement of the date first written above. CITY OF TEMECULA By: KAREL LINDEMANS Mayor Final: December 13, 1996 11086-00006 pt 1480121.4 -30- ATTEST: June S. Greek City Clerk APPROVED AS TO FORM: Peter M. Thorsofi City Attorney Final: December 13, 1996 11086@6 pt 1480121.4 -31- FROM JEFF---R, A. (MON) 2. 1 :4'@/ ST. 7: 4",-", NO. P 2 FOREST CrrY DEvELOpMFNT CALMORN'LA, INC., a Cali on B President By- LGA-7, INC-, an Iglinois Corporation By: BY; Pt 14MI21.4 -32- CALIFORNIA ALL-PURPOSIE], ACKNOWLEDGEMENT STATE OF CALIFORNIA C 0 U N T Y 0 F@ On @before me, C- DATE NAME, TIT[ @ OF OFFICER - E.G., "JANE DOE, NOTARY PUBLIC" personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(* whose namew is/ai:e subscribed to the within instrument and acknowledged to me that he/@/ @ executed the same in his/@/@r authorized capacity@, and that by his/ signature@n the instrument the person(@, or the entity upon behalf of which the person(*acted, executed the instrument. WITNESS my hand and official seal. PAUL PRATT 8 Anloom (S AL) NOTARY PUSIGNATU@@ OPTIONAL INFORMATION TITLE OR TYPE OF DATE OF DOCUME NUMBE F PAGES SIGNER(S) OTHER THAN NAMED ABO@ LGA-7, Inc., an Illinois corporation By: A, -,@ @ ,/ Jc*m K. Con I Its. QIcretary O'\ By: D id M. Steirer Its:Vice President STATE OF ILLINOIS COUNTYOF Clet-@@ I hereby certify that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared John K. Conway, known to me to be the Secretary of LGA-7, Inc., and David M. Steirer, known to me to be the Vice President of LGA -7 Inc., each of whom acknowledged to me that he subscribed to the within instrument in his authorized capacity, and that by his signature on the instrument executed the same freely and voluntarily, under authority duly vested in him by said corporation. Witness my hand and official seal. 'Not@ Signature ALSEAL" e Lakowski State of iiijnoi! ri Ex@)ires ,,lz4l9 (k) u Iz: /- IA-@ Z Printed Notary Signature EXHIBIT A-1 LEGAL DESCRIPTION FOR DEVELOPMENT AGREEMEENT DV96-000_ PROPERTY: FinW: December 12. 19% 1108 pi 1480121.3 -36- Robert Bein, William Frost & Associates 27555 Ynez Road, Suite 400 Temecula, CA 92591 EXHIBIT "A" December 3, 1996 JN 401027-M5 LEGAL DESCRIPTION Page 1 of I MALL SITE OVERALL OWNERSHIP That certain parcel of land situated in the City of Temecula, County of Riverside, State of California, being those portions of Lots 115, 117, 140 and 141, Jackson Avenue, Lincoln Avenue and Monroe Avenue (vacated by Resolution of the Board of Supervisors recorded December 19, 1951 in Book 1328, Page 67 of Official Records in the Office of the County Recorder of said Riverside County) and Apricot Street as shown on a Map of the Temecula Land and Water Company filed in Book 8, Page 359 of Maps in the Office of the County Recorder of San Diego County, California, together with those portions of Lots 4 through 7 of Tract No. 3334 filed in Book 54, Pages 25 through 30 of Maps in said Office of the Riverside County Recorder, included within Parcels A, B, C, F, G and H of Lot Line Adjustment No. PA95-0111 recorded December 15, 1995 as Instrument No. 416771 of Official Records in said Office of the Riverside County Recorder. CONTAINING: 189.17 Acres Gross, more or less. SUBJECT TO all covenants, rights, rights-of-way and easements of record. Lawrence L. Bacon, PLS 3527 CL w tv LIJ Z x ul iu > m w > 0cn to EXHIBIT A-2 LEGAL DESCRIPTION FOR DEVELOPM[ENT AGREEMENT DV96-000_ DEVELOPER'S PARCELS--MALL PARCEL Final: December 12. 19% 110 pt 1480121.3 -37- Robert Bein, William Frost & Associates 27555 Ynez Road, Suite 400 Temecula, CA 92591 Revised December 3, 1996 November 5, 1996 JN 401027-M3 Page I of 4 EXHIBIT "A" LEGAL DESCRIPTION TEMECULA TOWN CENTER WESTERLY PORTION - REGIONAL MALL That certain parcel of land situated in the City of Temecula, County of Riverside, State of California, being those portions of Lots 115, 117, and 140, Jackson Avenue and Monroe Avenue (vacated by Resolution of the Board of Supervisors recorded December 19, 1951 in Book 1328, Page 67 of Official Records in the Office of the County Recorder of said Riverside County) and Apricot Street as shown on a map of the Temecula Land and Water Company filed in Book 8, Page 359 of Maps in the Office of the County Recorder of San Diego County, California, together with those portions of Lots 4, 5 and 6 of Tract No. 3334 filed in Book 54, Pages 25 through 30 of Maps in said Office of the Riverside County Recorder (being also shown as portions of Parcels A, B, F, G and H of Lot Line Adjustment No. PA95-0111 recorded December 15, 1995 as Instrument No. 416771 of Official Records in said Office of the Riverside County Recorder, described as a whole as follows: COMMENCING at the intersection of the centerline of Margarita Road (110.00 feet wide) as described in Parcel 1 of an easement deed recorded August 18, 1992 as Instrument No. 305607 of Official Records in said Office of the Riverside County Recorder with the southeasterly line of Winchester Road (60.00 feet wide) as described in a deed recorded April 8, 1930 in Book 722, Page 512 of Deeds in said Office of the Riverside County Recorder; thence along said centerline of Margarita Road through the following courses: South 43'54'46" East 54.68 feet to the beginning of a tangent curve in said centerline concave southwesterly and having a radius of 2000.00 feet; thence along said curve southeasterly 931.03 feet through a central angle of 26040'19" to the southerly ter-minus thereof; thence leaving said centerline, radially from said curve South 72'45'33" West 55.00 feet; thence South 53'33'19" West 844.53 feet to the TRUE POINT OF BEGINNING; Revised December 3, 1996 Robert Bein William Frost & Associates November 5,1996 Temecula Town Center JN 401027-M3 Regional Mall - Westerly Portion Page 2 of 4 thence South 41'46'24" East 486.00 feet to the beginning of a tangent curve concave southwesterly and having a radius of 350.00 feet; thence along said curve southeasterly 231.36 feet through a central angle of 37'52'29"; thence tangent from said curve South 03053'55" East 180.01 feet to the beginning of a tangent curve concave northwesterly and having a radius of 350.00 feet; thence along said curve southwesterly 318.42 feet through a central angle of 52'07'31"; thence tangent from said curve South 48'13'36" West 1072.28 feet to the beginning of a tangent curve concave northwesterly and having a radius of 394.00 feet; thence along said curve southwesterly 171.91 feet through a central angle of 25'00'00"; thence tangent from said curve South 73'13'36" West 138.88 feet to the beginning of a tangent curve concave northerly and having a radius of 394.00 feet; thence along said curve westerly 309.45 feet through a central angle of 45'00'00"; thence tangent from said curve North 61'46'24" West 136.59 feet to the beginning of a tangent curve concave southerly and having a radius of 35.00 feet; thence along said curve westerly 54.98 feet through a central angle of 90'00'00"; thence tangent from said curve South 28'13'36" West 42.03 feet to the beginning of a tangent curve concave northwesterly and having a radius of 281.00 feet; thence along said curve southwesterly 166.90 feet through a central angle of 34'01'48"; thence tangent from said curve South 62'15'24" West 112.31 feet to the beginning of a tangent curve concave southeasterly and having a radius of 35.00 feet; thence along said curve southwesterly 41.72 feet through a central angle of 68'18'02" to the non-tangent intersection with a curve concave southwesterly and having a radius of 1267.00 feet in the northeasterly line of Ynez Road as described in a document recorded August 28, 1991 as Instrument No. 297822 of Official Records in said Office of the Riverside County Recorder, a radial line of said curve from said point bears South 64'10'44" West; Revised December 3, 1996 Robert Bein William Frost & Associates November 5, 1996 Temecula Town Center JN 401027-M3 Regional Mall - Westerly Portion Page 3 of 4 thence non-tangent from said curve South 64'14'07" West 15.06 feet to the non-tangent intersection with a curve concave southwesterly and having a radius of 1044.00 feet in the northeasterly line of Ynez Road (88.00 feet wide) as described in a deed recorded July 12, 1973 as Instrument No. 90991 of Official Records in said Office of the Riverside County Recorder, a radial line of said curve from said point bears South 64'14'07" West; thence along said northeasterly line through the following courses: along said curve northwesterly 295.80 feet through a central angle of 16'14'02"; thence tangent from said curve North 41'59'55" West 1143.31 feet to the be g of a tangent curve concave easterly and having a radius of 50.00 feet; thence along said curve northerly 78.65 feet through a central angle of 90'07'31" to the point of tangency with said southeasterly line of Winchester Road (60.00 feet wide) as described in said deed recorded April 8, 1930 in Book 722, Page 512 of Deeds; thence leaving said northeasterly line, along said southeasterly line of Winchester Road North 48'07'36" East 2409.53 feet; thence South 41'52'24" East 50.i6 feet to a non-tangent intersection with a curve in the southeasterly line of Winchester Road concave southeasterly and having a radius of 1933.00 feet, said point being the beginning of a non-tangent curve concave easterly and having a radius of 35.00 feet, a radial line of last said curve from said point bears South 83'42'51" East; thence along said curve southerly 29.36 feet through a central angle of 48'03'33"; thence tangent from said curve South 41'46'24" East 66.99 feet to the beginning of a tangent curve concave westerly and having a radius of 260.00 feet; thence along said curve southerly 174.08 feet through a central angle of 38'21'42"; thence tangent from said curve South 03'24'42" East 111.87 feet to the beginning of a tangent curve concave northeasterly and having a radius of 35.00 feet; thence along said curve southerly 48.73 feet through a central angle of 79'46'18" to a point of reverse curvature with a curve concave southerly and having a radius of 500.00 feet, a radial line of said curve from said point bears South 06'49'00" West; Revised December 3, 1996 Robert Bein William Frost & Associates November 5, 1996 Temecula Town Center JN 401027-M3 Regional MaU - Westerly Portion Page 4 of 4 thence along said curve easterly 361.37 feet through a central angle of 41'24'36"; thence tangent from said curve South 41'46'24" East 205.91 feet to the TRUE POINT OF BEGINNING. CONTAINING:102.20 Acres Gross, more or less. 99.36 Acres Net, more or less. SUBJECT TO all covenants, rights, rights-of-way and easements of record. Lawrence L. Bacon, PLS 3527 cn i m > m m X EXHIBIT A-3 LEGAL DESCRIPTION FOR DEVELOPM[ENT AGREEMIENT DV96-000_ DEVELOPER'S PARCELS--POWER CENTER PARCEL: FirW: Deccmbcr 12. 19% 1 10 Pt 1480121.3 -38- Robert Bein, William Frost & Associates 27555 Ynez Road, Suite 400 Temecula, CA 92591 Revised December 3, 1996 November 5, 1996 JN 401027-M2 Page I of 3 EXHIBIT "A" LEGAL DESCRIPTION TEMECULA TOWN CENTER REGIONAL MALL - POWER CENTER That certain parcel of land situated in the City of Temecula, County of Riverside, State of California, being those portions of Lots 140 and 141 and Lincoln Avenue (vacated by Resolution of the Board of Supervisors recorded December 19, 1951 in Book 1328, Page 67 of Official Records in the Office of the County Recorder of said Riverside County) as shown on a map of the Temecula Land and Water Company filed in Book 8, Page 359 of Maps in the Office of the County Recorder of San Diego County, California (being also shown as Portions of Parcels B and C of Lot Line Adjustment No. PA95-01 11 recorded December 15, 1995 as Instrument No. 416771 of Official Records in said Office of the Riverside County Recorder) described as a whole as follows: BEGINNING at the intersection of the centerline of Margarita Road (110.00 feet wide) as described in Parcel 1 of an easement deed recorded August 18, 1992 as Instrument No. 305607 of Official Records in said Office of the Riverside County Recorder with the southeasterly fine of Winchester Road (60.00 feet wide) as described in a deed recorded April 8, 1930 in Book 722, Page 512 of Deeds in said Office of the Riverside County Recorder; thence along said centerline of Margarita Road through the following courses: South 43'54'46" East 54.68 feet to the beginning of a tangent curve in said centerline concave southwesterly and having a radius of 2000.00 feet; thence along said curve southeasterly 931.03 feet through a central angle of 26'40'19" to the southerly terminus thereof; - thence leaving said centerline, radially from said curve South 72'45'33" West 55.00 feet, thence South 53'33'19" West 844.53 feet; thence North 41'46'24" West 205.91 feet to the beginning of a tangent curve concave southwesterly and having a radius of 500.00 feet; Revised December 3, 1996 Robert Bein, William Frost & Associates November 5, 1996 Temecula Town Center Regional Mall JN 401027-M2 Power Center Page 2 of 3 thence along said curve northwesterly 361.37 feet through a central angle of 41'24'36" to a point of reverse curvature with a curve concave northeasterly and having a radius of 35.00 feet, a radial line of said curve from said point bears North 06'49'00" East; thence along said curve northwesterly 48.73 feet through a central angle of 79'46'18"; thence tangent from said curve North 03'24'42" West 111.87 feet to the beginning of a tangent curve concave westerly and having a radius of 260.00 feet; thence along said curve northerly 174.08 feet through a central angle of 38'21'42"; thence tangent from said curve North 41'46'24" West 66.99 feet to the beginning of a tangent curve concave easterly and having a radius of 35.00 feet; thence along said curve northerly 29.36 feet through a central angle of 48'03'33" to the non- tangent intersection with a curve concave southeasterly and having a radius of 1933.00 feet in the southeasterly line of Winchester Road as described in a document recorded April 23, 1991 as Instrument No. 132834 of Official Records in said Office of the Riverside County Recorder, a radial line of said curve from said point bears South 35'11'03" East; thence non-tangent from said curve North 41'52'24" West 50.16 feet to said southeasterly line of Winchester Road (60.00 feet wide); thence along said southeasterly line through the following courses: North 48007'36" East 3.29 feet to the beginning of a tangent curve therein concave southeasterly and having a radius of 925.37 feet; thence along said curve northeasterly 233.45 feet through a central angle of 14'27'16"; thence tangent from said curve North 62'34'52" East 269.57 feet to the beginning of a tangent curve concave northwesterly and having a radius of 985.37 feet; thence along said curve northeasterly 283.66 feet through a central angle of 16'29'38"; Revised December 3, 1996 Robert Bein, William Frost & Associates November 5, 1996 Temecula Town Center Regional Mall JN 401027-M2 Power Center Page 3 of 3 thence tangent from said curve North 46'05'14" East 280.78 feet to the POINT OF BEGINNING. CONTAINING:22.81 Acres Gross, more or less. 20.64 Acres Net, more or less. SUBJECT TO all covenants, rights, rights-of-way and easements of record. Lawrence L. Bacon, PLS 3527 co LLI X @ X Z UJ LLI w u LU > 0 m a- I Cl) C-4 EXHIEBIT A-4 LEGAL DESC@ION FOR DEVELOPMENT AGREEMIENT DV96-000_ OV,INER'S PARCEL: FinW: December 12. 19% 1108 pt 1480121.3 -39- Robert Bein, William Frost & Associates 27555 Ynez Road, Suite 400 Temecula, CA 92591 December 3, 1996 JN 401027-M4 Page I of 4 EXHIBIT "A" 1,F,GAT, DESCRIPTION TEMECULA TOWN CEH=R LUMBERMAN PAR@ That certain parcel of land situated in the City of Temecula, County of Riverside, State of California, being those portions of Lots 115, 117, 140, 141, Lincoln Avenue and Monroe Avenue (vacated by Resolution of the Board of Supervisors recorded December 19, 1951 in Book 1328, Page 67 of Official Records in the Office of the County Recorder of said Riverside County) and Apricot Street as shown on a Map of the Temecula Land and Water Company filed in Book 8, Page 359 of Maps in the Office of the County Recorder of San Diego County, California, together with those portions of Lots 4, 5 and 6 of Tract No. 3334 filed in Book 54, Pages 25 through 30 of Maps in said Office of the Riverside County Recorder (being also shown as portions of Parcels A, B, C, F, G and H of Lot Line Adjustment No. PA95-0111 recorded December 15, 1995 as Instrument No. 416771 of Official Records in said Office of the Riverside County Recorder, described as a whole as follows: COMMENCING at the intersection of the centerline of Margarita Road (110.00 feet wide) as described in Parcel 1 of an easement deed recorded August 18, 1992 as Instrument No. 305607 of Official Records in said Office of the Riverside County Recorder with the southeasterly line of Winchester Road (60.00 feet wide) as described in a deed recorded April 8, 1930 in Book 722, Page 512 of Deeds in said Office of the Riverside County Recorder; thence along said centerline of Margarita Road through the following courses: South 43'54'46" East 54.68 feet to the beginning of a tangent curve in said centerline concave southwesterly and having a radius of 2000.00 feet; thence along said curve southeasterly 931.03 feet through a central angle of 26'40'19" to the southerly terminus thereof and the TRUE POINT OF BEGINNING; thence leaving said centerline, radially from said curve South 72'45'33" West 55.00 feet; thence South 53'33'19" West 844.53 feet; thence South 41'46'24" East 486.00 feet to the beginning of a tangent curve concave southwesterly and having a radius of 350.00 feet; Robert Bein William Frost & Associates December 3, 1996 Temecula Town Center Regional Mall JN 401027-M4 Lumberman Parcel Page 2 of 4 thence along said curve southeasterly 231.36 feet through a central angle of 37'52'29"; thence tangent from said curve South 03'53'55" East 180.01 feet to the beginning of a tangent curve concave northwesterly and having a radius of 350.00 feet; thence along said curve southwesterly 318.42 feet through a central angle of 52'07'31"; thence tangent from said curve South 48'13'36" West 1072.28 feet to the beginning of a tangent curve concave northwesterly and having a radius of 394.00 feet; thence along said curve southwesterly 171.91 feet through a central angle of 25'00'00"; thence tangent from said curve South 73'13'36" West 138.88 feet to the be g of a tangent curve concave northerly and having a radius of 394.00 feet; thence along said curve westerly 309.45 feet through a central angle of 45'00'00"; thence tangent from said curve North 61'46'24" West 136.59 feet to the beginning of a tangent curve concave southerly and having a radius of 35.00 feet; thence along said curve westerly 54.98 feet through a central angle of 90'00'00"; thence tangent from said curve South 28'13'36" West 42.03 feet to the beginning of a tangent curve concave northwesterly and having a radius of 281.00 feet; thence along said curve southwesterly 166.90 feet through a central angle of 34'01'48"; thence tangent from said curve South 62'15'24" West 112.31 feet to the beginning of a tangent curve concave southeasterly and having a radius of 35.00 feet; thence along said curve southwesterly 41.72 feet through a central angle of 68'18'02" to the non-tangent intersection with a curve concave southwesterly and having a radius of 1267.00 feet in the northeasterly line of Ynez Road as described in a document recorded August 28, 1991 as Instrument No. 297822 of Official Records in said Office of the Riverside County Recorder, a radial line of said curve from said point bears South 64010'44" West; thence non-tangent from said curve South 64'14'07" West 15.06 feet to the non-tangent intersection with a curve concave southwesterly and having a radius of 1044.00 feet in the northeasterly line of Ynez Road (88.00 feet wide) as described in a deed recorded July 12, 1973 as Instrument No. 90991 of Official Records in said Office of the Riverside County Recorder, Robert Bein William Frost & Associates December 3, 1996 Temecula Town Center Regional Mail JN 401027-M4 Lumberman Parcel Page 3 of 4 a radial line of said curve from said point bears South 64'14'07" West; thence along said northeasterly line and curve southeasterly 283.28 feet through a central angle of 15'32'48"; thence South 10'13'05" East 15.06 feet to the northwesterly line of said Tract No. 3334; thence along said northwesterly line South 44054'58" West 53.63 feet to the centerline of Ynez Road as shown on said map of Tract No. 3334; thence along said centerline South 10013'05" East 265.57 feet to the centerline of Proposed Overland Drive as shown on said Lot Line Adjustment No. 95-0111; thence along said centerline through the following courses: North 79'46'55" East 90.00 feet to the beginning of a tangent curve concave southerly and having a radius of 1000.00 feet; thence along said curve easterly 261.80 feet through a central angle of 15"00'00", thence tangent from said curve South 85'13'05" East 683.49 feet to the beginning of a tangent curve concave northerly and having a radius of 1000.00 feet; thence along said curve easterly 117.80 feet through a central angle of 06044'57"; thence tangent from said curve North 88'01'58" East 546.33 feet to said centerline of Margarita Road; thence leaving said centerline of Overland Drive, along said centerline of Margarita Road through the following courses: North 01'58'41" West 9.71 feet to the beginning of a tangent curve concave easterly and having a radius of 2000.00 feet; thence along said curve northerly 986.99 feet through a central angle of 28'16'31"; thence tangent from said curve North 26'17'50" East 479.08 feet to the beginning of a tangent curve concave westerly and having a radius of 2000.00 feet; Robert Bein William Frost & Associates December 3, 1996 Temecula Town Center Regional Mall JN. 401027-M4 Lumberman Parcel Page 4 of 4 thence along said curve northerly 1519.75 feet through a central angle of 43032'179P ; thence tangent from said curve North 17'14'27" West 293.55 feet to the TRUE POINT OF BEGINNING; CONTAINING:64.19 Acres Gross, more or less. 59.48 Acres Net, more or less. SUBJECT TO all covenants, rights, rights-of-way and easements of record. Lawrence L. Bacon, PLS 3527 Lu a: x ul LLJZ UJ < > w in M EXHIBIT B TEM[ECULA REGIONAL MALL CITY OF TEMECULA FURNISHED STRUCTURE Exhibit B-1 Street Improvements FinW: De=mber 12. 19% 1108 pt 1480121.3 -40- struct Overland Drive Overcrossing per CFD 88-12 Improvement Plans Construct Acceleration/Deceleration Lane with Driveway Approaches. Install Street Lights and Sidewalk (East Side) YNEZ ROAD 00 rO =r > C') F-L 5? (j) CD 0 e% 03 CD CD 0 iF CD4 3 EL 0 (j) CD c- f 0 CD CD CD n fn ('D =r m E: M CD m c: > m 0 U) 2 < * 0 CD z a > 0 r- CD K > (J) CD Exhibit B-2 Trafric Signals Final: December 12, 1996 1108 pt 1480121.3 -41- CL cn cn Cl) cn - r 0 0 z 0 r-L 0 cn cn to -n 0 CL m K m r.L 0 c: > m 0(n0 0 cn z > to0 > CD Exhibit B-3 Underground Power Lines FirW: D@mber 12. 19% 1108 pt 1480121.3 -42- Oc-t-09-96 04:23P Genoa Real Est-ate Ser-vice 310 544 7477 P.06 W-6@774- ;BF 1. :4S-coc. 95Z! P@ r)C T 37 ee: CL CL rn r. m 0 ?L 0 CL c ml (A G) M 00 C) 2 Z cn CD OCT-09-1996 16:26 310 544 7477 95% P. 06 Exhibit B-4 Storm Drain Improvements FiiW: D@mber 12, 19% 110 pt 1480121.3 -43- oc-t-09-96 04:23P Genoa Real Estate Service 310 S44 7477 P-07 90967672. ;BF pS_coC. 9=-3 P'E,2 OCT 07 S6 W: 16 NMI YRIZ RW % % % LO % % % % %% in c m m CD OCT-09-1996 16:26 310 544 7477 96% P. O?