HomeMy WebLinkAbout01-08 CC OrdinanceFOLLOWS:
ORDINANCE NO. 01- 08
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING THAT CERTAIN AGREEMENT
ENTITLED "DEVELOPMENT AGREEMENT BY AND BETWEEN
THE CITY OF TEMECULA AND LENNAR COMMUNITIES AND
WINCHESTER HILLS I LLC" FOR THE HARVESTON SPECIFIC
PLAN AREA (PLANNING APPLICATION NO. 99-0446)
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES ORDAIN AS
Section 1. Procedural History. The City Council of the City of Temecula does
hereby find, determine and declare that:
A. Lennar Communities ("Owner") filed Planning Application No PA99-0419
(General Plan Amendment), PA99-0418 (Specific Plan, Development Code Amendment and
Specific Plan Zoning Standards), PA 00-0189 (Environmental Impact Report), PA 99-0245
(Change of Zone), PA99-0446 (Development Agreement), PA00-0295 (Tentative Tract Map
29639), PA01-0030 (Tentative Tract Map 29928), PA01-0031 (Tentative Tract Map 29929), and
PA01-0032 (Tentative Tract Map No. 30088 (the "Application") in accordance with the City of
Temecula General Plan and Development Code for land use approvals for a 550 acre planned
community located adjacent to and east of Interstate 15, north of Santa Gertrudis Creek, west of
Margarita Road, south of the northern City Limit which area includes the following parcels as
designated by Assessor Parcel Numbers: 910-261-001,910-261-002, 910-110-013, 910-110-
015, 910-110-020, 910-110-021, 910-110-027, 910-110-076, 910-100-007, 910-100-008, 910-
060-009, 910-120-003, 910-120-007, 910-120-008, 911-630-001, 911-630-002, 911-630-003,
911-640-001, 911-640-002, 911-180-002, 911-180-003, 911-180-004, 911-180-008, 911-180-
009, 911-180-015, 911-180-023 AND 911-180-028 ("Project").
B. Government Code Section 65864 authorizes the City to enter into binding
development agreements with persons having legal or equitable interests in real property for the
development of such property in order to, among other matters: ensure high quality
development in accordance with comprehensive plans; provide certainty in the approval of
development projects so as to avoid the waste of resources and the escalation in the cost of
housing and other development to the consumer; provide assurance to the applicants for
development projects that they may proceed with their projects in accordance with existing
policies, rules and regulations and subject to conditions of approval, in order to strengthen the
public planning process and encourage private participation in comprehensive planning and
reduce the private and public economic costs of development; and provide for economic
assistance to Owner for the entitlements authorizing development related improvements.
C. On June 20, 2001 and July 12, 2001 the Planning Commission of the City
of Temecula held a duly noticed public hearing on the Draft Environmental Impact Report, the
proposed Development Agreement(s) and the other land use applications for the Project at
which time all persons interested in the Draft EIR, proposed Development Agreement and the
Project had the opportunity and did address the Planning Commission on these matters.
R:/Ordinances 2001/Ords 01-08
D. Following consideration of the entire record of information received at the
public hearings and due consideration of the proposed Development Agreement and the
Project, the Planning Commission adopted Resolution No. 2001-025 recommending to the City
Council that the Development Agreement be approved, subject to certain recommended
conditions.
E. On July 24, 2001 and August 14, 2001 the City Council of the City of
Temecula held duly noticed public hearings on the Draft Environmental Impact Report,
proposed Development Agreement(s) and the other land use applications for the Project at
which time all persons interested in the proposed Development Agreement and the Project had
the opportunity and did address the City Council on these matters.
F. Following consideration of the entire record of information received at the
public hearings before the Planning Commission and the City Council, and due consideration of
the proposed Final EIR, General Plan Amendment, Change of Zone, Code Amendment,
Specific Plan Zoning Ordinance, Tentative Tract Maps (Level A and B), and Development
Agreement, the City Council adopted a resolution entitled "A Resolution of the City Council of
the City Of Temecula, California, Recommending Certification of the Final Environmental Impact
Report Prepared for the Harveston Specific Plan and Related Actions and Recommending
Adoption of the Environmental Findings Pursuant to the California Environmental Quality Act, a
Statement of Overriding Considerations, and a Mitigation Monitoring and Reporting Program in
Connection therewith for the Harveston Specific Plan, Located on the North Side of Winchester
Road, between Interstate 15 and Margarita Road (Planning Application 00-0189)." The Final
Environmental Impact Report (FEIR) and mitigation monitoring reporting program accurately
addresses the impacts associated with the adoption of this Ordinance.
Section 2. Findinqs. The City Council of the City of Temecula further finds,
determines and declares that:
A. In consideration of the substantial public improvements and benefits to be
provided by Owner and the Project, in further consideration of the implementation of the
Harveston Specific Plan and in order to strengthen the public financing and planning process
and reduce the economic costs of development, by the Development Agreement, the City
intends to give Owner assurance that Owner can proceed with the development of the Project
for the Term of the Development Agreement pursuant to the terms and conditions of the
Development Agreement and in accordance with the City's General Plan, ordinances, policies,
rules and regulations existing as set forth in the Development Agreement. In reliance on the
City's covenants in the Development Agreement concerning the development of the Property,
Owner has and will in the future incur substantial costs in site preparation and the construction
and installation of major infrastructure and facilities in order to make the Project feasible.
B. The Development Agreement and the Existing Project Approvals, as
defined in the Development Agreement, implement the goals and policies of the City's General
Plan, and the Harveston Specific Plan, provide balanced and diversified land uses, and impose
appropriate standards and requirements with respect to land development and usage in order to
maintain the overall quality of life and the environment within the City.
C. The City has engaged in extensive studies and review of the potential
impacts of the Project as well as the various potential benefits to the City by the development of
the Project and concluded that the Project is in the best interests of and is not detrimental to the
health, safety and general welfare of the City.
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D. The Development Agreement is consistent with the City's General Plan,
and each Element thereof, and the City's Growth Management Action Plan, and constitutes a
present valid exercise of the City's police power.
E. The Development Agreement is being entered into pursuant to and in
compliance with the requirements of Government Code Section 65867.
F. All legal prerequisites to the adoption of this Ordinance have occurred.
Section 3. Adoption of Development Agreement. The City Council of the City
of Temecula hereby approves certain agreement entitled "Development Agreement by and
Between the City of Temecula and Lennar Communites" and authorizes the Mayor to execute
said Agreement on behalf of the City in substantially the form attached hereto as Exhibit A..
Exhibit A is attached hereto and incorporated herein by this reference as though set forth in full.
Section 4. Severability. If any sentence, clause or phrase of this ordinance is for
any reason held to be unconstitutional or otherwise invalid, such decision shall not affect the
validity of the remaining provisions of this ordinance. The City Council hereby declares that it
would have passed this ordinance and each sentence, clause or phrase thereof irrespective of
the fact that any one or more sentences, clauses or phrases be declared unconstitutional or
otherwise invalid.
Section 5. Certification. The City Clerk of the City of Temecula shall certify to the
passage and adoption of this Ordinance and shall cause the same to be published in the
manner required by law.
.~q-I'EST:
;-Michaela A. Ballreich
~3~eputy City Clerk
PASSED, APPROVED AND ADOPTED this 28th day of August, 2001.
Jeff Comerchero, Mayor
[Seal]
R:/Ordinances 2001/Ords 01-08 3
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF TEMECULA )
I, Michaela A. Ballreich, Deputy City Clerk of the City of Temecula, do hereby certify that
the foregoing Ordinance No. 01-08 was duly introduced and placed upon its first reading at a
regular meeting of the City Council on the 14t~ day of August, 2001 and that thereafter, said
Ordinance was duly adopted and passed at a regular meeting of the City Council on the 28th
day of August, 2001 by the following vote, to wit:
AYES:
3 COUNCILMEMBERS: Roberts, Stone, Comerchero
NOES: 1 COUNCILMEMBERS: Naggar
ABSENT: 0 COUNCILMEMBERS: None
ABSTAIN: 1 COUNCILMEMBERS: Pratt
Michaela ~Ji~allreich
Deputy City Clerk
R:/Ordinances 2001/Ords 01-08 4
EXHIBIT A
HARVESTON DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT
By and Between
THE CITY OF TEMECULA,
City,
and
LENNAR HOMES, INC.,
a California corporation
and
WINCHESTER HILLS I LLC,
a California limited liability company
collectively Owner.
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TABLE OF CONTENTS
1. Definitions ..................................................... 4
General Provisions ............................................... 8
2.1 Binding Covenants ................................... 8
2.2 Interest of OWNER ................................... 8
2.3 Term .............................................. 8
2.4 Termination ......................................... 8
2.5 Transfers and Assignments ............................ 9
Development Provisions ......................................... 10
3.1 Vesting ........................................... 10
3.2 Reserved Authority .................................. 13
3.3 Further Assurances to OWNER Regarding Exercise of Reserved
Authority ................................................ 14
3.4 Consistent and Inconsistent Enactments ................. 15
3.5 Amendment of Development Agreement ................. 16
3.6 Future Amendments to Development Plan Approval(s) ...... 17
3.7 Future Development Approvals ......................... 18
Obligations of the Parties ......................................... 18
4.1 Benefits to CITY .................................... 18
4.2 Development Fees .................................. 19
4.3 Related Real Property Conveyances; Conditions to Development
Agreement ............................................... 23
4.4 Public Financing .................................... 29
4.5 Development Agreement Fee .......................... 30
4.6 Public Art, Open Space and Habitat Preservation ..........30
4.7 Smart Shuttle Program ............................... 30
4.8 Transfer of Credits .................................. 30
4.9 Public Recreation Amenities ........................... 30
4.10 Advancing of Infrastructure Improvements ................ 33
4.11 Street Light Payment ................................. 34
5. Indemnification ................................................. 34
6. Relationship of Parties ........................................... 35
Periodic Review of Compliance with Agreement ....................... 35
7.1 Periodic Review .................................... 35
7.2 Good Faith Compliance .............................. 35
7.3 Failure to Conduct Annual Review ...................... 35
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TABLE OF CONTENTS
7.4
7.5
7.6
Initiation of Review by City Council ...................... 35
Administration of Agreement ........................... 36
Availability of Documents ............................. 36
Events of Default: Remedies and Termination ........................ 36
8.1
8.2
8.3
8.4
8.5
Defaults by OWNER ................................. 36
Defaults by CITY .................................... 36
Specific Performance Remedy ......................... 37
Institution of Legal Action ............................. 37
Estoppel Certificates ................................. 39
Waivers and Delays ............................................. 39
9.1 No Waiver ......................................... 39
9.2
9.3
9.4
9.5
Third Parties ....................................... 39
Force Majeure ...................................... 39
Extensions ......................................... 40
Notice of Delay ..................................... 40
10. Notices ....................................................... 40
11. Attorneys' Fees ................................................ 41
12. Recording ..................................................... 42
13.
Effect of Agreement on Title ...................................... 42
13.1 Effect on Title ...................................... 42
13.2 Encumbrances and Lenders' Rights ..................... 42
14. Severability of Terms ............................................ 43
15. Subsequent Amendment to Authorizing Statute ....................... 44
16.
Rules of Construction and Miscellaneous Terms ....................... 44
16.1 Interpretation and Governing Law ....................... 44
16.2 Section Headings ................................... 44
16.3 Gender ........................................... 44
16.4 No Joint and Several Liability .......................... 44
16.5 Covenant of Good Faith and Fair Dealing ................. 44
16.6 No Waiver of Vesting ................................ 44
16.7 Time of Essence .................................... 45
16.8 Recitals ........................................... 45
16.9 Entire Agreement ................................... 45
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TABLE OF CONTENTS
17.
18.
19.
20.
Extension of Maps .............................................. 45
Not for Benefit of Third Parties .................................... 45
Attachments ................................................... 45
Counterparts .................................................. 46
11086\0092\661966.1 8/16/01
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (the "Agreement") is entered into as of the
day of ,2001 ("Agreement Date"), by and between LENNAR HOMES,
INC., a California corporation ("Lennar") and Winchester Hills I LLC, a California limited
liability company ("Winchester"), and the CITY OF TEMECULA, a municipal corporation,
organized and existing under the laws of the State of California (hereinafter "CITY"),
pursuant to the authority of Sections 65864 through 65869.5 of the California Government
Code and Article XI, Section 2 of the California Constitution.
RECITALS
This Agreement is predicated upon the following facts:
A. These Recitals refer to and utilize certain capitalized terms which are defined
in this Agreement. The parties intend to refer to those definitions in conjunction with the
use thereof in these Recitals.
B. The Development Agreement Legislation authorizes the CITY to enter into
binding development agreements with persons having legal or equitable interests in real
property for the development of such property in order to, among other matters: ensure
high quality development in accordance with comprehensive plans; provide certainty in the
approval of development projects so as to avoid the waste of resources and the escalation
in the cost of housing and other development to the consumer; provide assurance to the
applicants for development projects that they may proceed with their projects in
accordance with existing policies, rules and regulations and subject to conditions of
approval, in order to strengthen the public planning process and encourage private
participation in comprehensive planning and reduce the private and public economic costs
of development; assist in the financing of public improvements; protect against initiatives,
moratorium (processing or development) and other actions inconsistent with the Project
anticipated by this Agreement; assure reimbursement of OWNER in accordance with the
terms of this Agreement and state and federal law; and provide for economic assistance
to OWNER for the entitlements authorizing development related improvements.
C;' Lennar and Winchester are the owners of certain real property within the City
of Temecula, the County of Riverside, State of California (individually, "Lennar Property"
or "Winchester Property" and collectively, the "Property"), as more particularly described
in Attachments "l-A", "l-B" and "1-C", [including a plat graphically depicting each]
respectively. The parties agree and acknowledge that the respective boundaries may be
amended to conform to final development proposals and that Attachment "l-A" and "l-B"
will e amended pursuant to the Operating Memoranda set forth in Section 3.5.5. OWNER
desires to develop the Property in accordance with the provisions of this Agreement, the
Existing Regulations and those regulations of other agencies exercising jurisdiction upon
11086\0092\661966.1 8/16/01
the project. The Scope of Development of the Property as contemplated by this
Agreement is described below.
D. OWNER has applied for, and the CITY has agreed to, this Agreement in
order to create a beneficial project and a physical environment that will conform to and
complement the goals of the CITY, create a development project sensitive to human needs
and values, facilitate efficient traffic circulation, and develop the Property. As part of the
process of granting this entitlement, the City Council of the CITY has required the
preparation of and has certified the Project EIR in order to identify any significant
environmental effects arising from the Development and has otherwise carried out all
requirements of the California Environmental Quality Act ("CEQA") of 1970, as amended.
Project:
The following actions were taken with respect to this Agreement and the
1. On ., 2001, following a duly noticed and conducted
public hearing, the City Planning Commission recommended that the City Council approve
this Agreement, the General Plan amendment, the Specific Plan, Rezone and Tentative
Map No. , by adoption of its Resolution No. __ and making the findings of fact
thereto;
2. On , after a duly noticed public hearing and pursuant
to CEQA, the City Council certified the Project EIR and adopted the Mitigation Monitoring
and Reporting Program by adoption of its Resolution No. __ and making the findings
of fact thereto;
3. On , after a duly noticed public hearing, the City
Council determined that the provisions of this Agreement are consistent with the General
Plan of the CITY by adoption of its Resolution No. __ and making the findings of fact
thereto;
4. On , after a duly noticed public hearing, the City Council
approved the Specific Plan, the General Plan amendment, the Rezone and Tentative Map
No. by adoption of its Resolution No. , Ordinance
No. __ and making the findings of fact thereto;
5. On , after a duly noticed public hearing, the Board
of Directors of the Winchester Financing Authority will have adopted a Resolution
Authorizing Changes to a Rate and Apportionment of Special Taxes of Community
Facilities District 98-1.
6. On
Council introduced Ordinance No.
, after a duly noticed public hearing, the City
__ approving and authorizing the execution of this
11086\0092\661966.1 2 8/16/01
Agreement and on ., the City Council adopted the Ordinance, a copy of
which is on file with the City Clerk of the CITY, and the findings and conditions pertaining
thereto.
F. The CITY has engaged in extensive studies and review of the potential
impacts of the Project under the California Environmental Quality Act and all applicable
Existing Regulations, as well as the various potential benefits to the CITY by the
development of the Project and concluded that the Project is in the best interests of the
G. In consideration of the substantial public improvements and benefits already
provided and those to be provided by OWNER and the Project, as described in Attachment
2, in further consideration of the benefits that will inure to the CITY in conjunction with the
implementation of the Project and in order to strengthen the public financing and planning
process and reduce the economic costs of development, by this Agreement, the CITY
intends to give and by this Agreement gives, OWNER assurance that OWNER can
proceed with the Development of the Project for the Term of this Agreement pursuant to
the terms and conditions of this Agreement and in accordance with the Development Plan
Approval(s) and the Existing Regulations. In reliance on the CITY's covenants in this
Agreement concerning the Development of the Property, and the rights afforded OWNER
hereunder, OWNER has agreed to provide those benefits described in Attachment 2 as
"Development Agreement Benefits," and OWNER has and will in the future incur
substantial indebtedness, as well as costs in planning, engineering, site preparation and
the construction and installation of major infrastructure and facilities that OWNER would
not incur but for the covenants of CITY provided in this Agreement.
H. Pursuant to Section 65867.5 of the Development Agreement Legislation, the
City Council has found and determined that: (i) this Agreement and the Development Plan
Approval(s) implement the goals and policies of the CITY's General Plan and the Specific
Plan, provide balanced and diversified land uses and impose appropriate standards and
requirements with respect to land development and usage in order to maintain the overall
quality of life and the environment within the CITY, (ii) this Agreement and the Project are
in the best interests of and not detrimental to the public health, safety and general welfare
of the CITY and its residents; (iii) adopting this Agreement is consistent with the CITY's
General Plan and constitutes a present exercise of the CITY's police power; and (iv) this
Agreement is being entered into pursuant to and in compliance with the requirements of
Section 65867 of the Development Agreement Legislation.
I. The CITY and OWNER agree that it may be beneficial to enter into operating
memoranda, additional agreements or to modify this Agreement with respect to the
implementation of the separate components of the Project when more information
concerning the details of each component is available, and that this Agreement should
11086\0092\661966.1 3 8/16/01
expressly allow for such contemplated operating memoranda, additional agreements or
modifications to this Agreement.
AGREEMENT
NOW, THEREFORE, pursuant to the authority contained in the Development
Agreement Legislation, pursuant to Article XI, Section 2 of the California Constitution, and
in consideration of the foregoing recitals of fact, all of which are expressly incorporated into
this Agreement, the mutual covenants set forth in this Agreement, the parties agree as
follows:
t. Definitions.
Unless the context otherwise requires, the terms defined in this Section 1 shall, for
all purposes of this Agreement, or any supplemental agreement, and any certificate,
opinion or other document herein mentioned, have the meanings herein specified. All
references herein to "Articles," "Sections" and other subdivisions are to the corresponding
Articles, Sections or subdivisions of this Agreement, and the word "herein," "hereof,"
"hereunder" and other words of similar import refer to this Agreement as a whole and not
to any particular Article, Section or subdivision hereof.
"Agreement Date" means ,2001, the date of the second introduction
and reading of the Authorizing Ordinance by the City Council.
"Authorizing Ordinance" means Ordinance No. __
Agreement.
of the CITY approving this
"CITY" means the City of Temecula, a California municipal corporation, duly
organized and existing under the Constitution and laws of the State of California, and all
of its officials, employees, agencies and departments and assignees or successors.
"City Council" means the duly elected and constituted city council of the CITY.
"Connecting Arterials" mean the arterial roads for which the alignment is not finally
establishe-d in-the Specific Plan for Planning Areas 8, 10, 11 and 12, as required for the
Interchange Improvements on the east side of 1-15 within the western approximately
one-third of the Project, including, without limitation, Date Street and Ynez Road.
"Connecting Arterial Plan" shall mean the Alignment and Grade Plan, as the same
is defined by the City of Temecula Public Works Department, as defined in Section 4.3.4.1.
"Develop" or "Development" or "Developing" means the improvement of the
Property for purposes consistent with the Development Plan, including, without limitation:
11086\0092\661966.1 4 8/16/01
subdividing, grading, the construction of infrastructure and public facilities related to the
Off-Site Improvements, the construction of structures and buildings and the installation of
landscaping, all in accordance with the phasing provided for herein.
"Development Agreement Legislation" means Sections 65864 through 65869.5
of the California Government Code as it exists on the Agreement Date.
"Development Impact Fees" or "DIF" means, individually and in the aggregate,
the CITY's currently adopted development impact fees as set forth in Ordinance No. 97-09
in effect as of the Agreement Date as set forth in the Temecula Municipal Code in Section
15.06.
"Development Plan" means the plan for Developing the Property contained in this
Agreement, the City of Temecula General Plan as amended on ,2001
and as thereafter amended in accordance with Section 3.6 hereof, the Harveston Specific
Plan, Rezone, Tentative Tract Map No. 29639 and Tentative Tract Map Nos. 29928,
29929 and 30088, the Project EIR (including Mitigation Monitoring Program) and those
Future Development Approvals, approved in conformance with Section 3.7 hereof. Each
of the documents enumerated in the foregoing, except for the Future Development
Approvals, is expressly incorporated by reference as if fully set forth herein and are
necessary to interpret and apply this Agreement. Each of the documents are maintained
in the official records of the City and shall be utilized whenever required to interpret or
apply this Agreement.
"Development Plan Approval(s)" means the approvals of the City Council and
other governmental agencies and other actions and agreements described in Attachment
3 hereto, including those amendments to this Agreement made in accordance with
Section 3.5, those amended to the Development Plan Approvals made in accordance with
Section 3.6 and those Future Development Approvals made in accordance with
Section 3.7.
"Development Transferee" means a person or entity that expressly assumes
obligations under this Agreement pursuant to Section 2.5 hereof.
"Effective Date" means the date the Authorizing Ordinance becomes effective.
"End User" means a buyer, assignee, or transferee of one or more individual
subdivided unit(s)/Iot(s) of the Project obtaining such unit(s) or lot(s) for the purpose of
occupying or using such lots or units for its own purposes and not for use in the trade or
business of further development or further subdivision. The term "End User" includes, but
is not limited to, any homeowner's association, merchant's association, or like entity formed
with respect to the Property which owns some interest in the Property, home owners,
tenants, commercial building owners and owners of multi-family units.
11086\0092\661966.1 5 8/16/01
"Existing Regulations" means, except as otherwise provided herein, those
ordinances, rules, regulations and official policies of the CITY other than the Development
Plan Approval(s) in effect on the Agreement Date, which (i) are not inconsistent with the
Development Plan Approval(s) and this Agreement; and (ii) govern the permitted uses of
the Property, building heights, the size of structures, the density and intensity of use of the
Property, the timing, fees, and conditions to Development, exactions, assessments, the
procedures for, and types of, permits required for the Development, the provisions for
reservation or dedication of land for public purposes and the design, improvement and
construction standards and specifications applicable to the Property and the infrastructure
required for the Development. By way of enumeration, and not limitation, the Existing
Regulations include those portions of the items identified on Attachment 4 hereof that are
not inconsistent with the Development Plan Approvals and this Agreement. The CITY has
certified three copies of each of the documents listed on Attachment 4. The CITY has
retained one set of the certified documents and has provided each OWNER with a set.
"Future Development Approvals" means those entitlements and approvals that
are: (a) made in accordance with Section 3.7; and (b) requested by the CITY or OWNER
in order to authorize the Development to occur upon the Property in a manner consistent
with the Development Plan Approval(s). By way of enumeration, and not limitation, the
Future Development Approvals include actions such as development permits,
development plan review, tentative maps, final maps, use permits, variances, grading
permits, occupancy permits and building permits.
"Interchange Improvements" mean the land and improvements required for a full
service Interstate 15, including, without limitations, the Connecting Arterials, within the
western approximately one-third of the Project as the same may be approved in
accordance with Section 4.3.3 hereof.
"Lennar" means LENNAR HOMES, INC., a California corporation.
"Lennar Development" means the Development located on the Lennar Property,
and Public Infrastructure Improvements related thereto.
"Lennar Property" means that certain real property that is part of the Proper[y, as
described in Attachment 1-A hereto and subject to refinement upon recordation of the
Tract Map 29639.
"Merchant Builder" means a buyer, assignee, or transferee (other than the
OWNER or any End User) of one or more individual lots or tracts of the Project, acquiring
such lots or tracts for the purpose of engaging in the business of developing, improving,
or using such lots or tracts for development.
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"OWNER" is Lennar and Winchester and others who subsequently are assigned
the rights and obligations of OWNER pursuant to Section 2.5.3 hereof.
"Planning Commission" means the duly appointed and constituted planning
commission of the CITY.
"Public Facilities Finance Plan" means the plan attached hereto as Attachment 7.
"Public Financing" means the issuance of bonds and related provision of funds
for acquisition of public facilities in accordance with the terms and conditions of the Public
Facilities Finance Plan.
"Public Infrastructure Improvements" mean the improvements and the time for '
completion thereof as described in Attachment 5 and further described in the Development.
Plan Approval(s).
"Project" means the development of the Property as set forth in the Development
Plan Approval(s).
"Project EIR" means that environmental impact report prepared for the Project, as
certified on ,2001.
"Project Study Report" means Project Study Report approved by Caltrans that
delineates the location and nature of the Interchange Improvements.
"Property" means that certain real property described in Attachment 1-C hereof.
"Specific Plan" means the Harveston Specific Plan, approved by the CITY on
,2001 and as thereafter amended from time to time in accordance with
Section 3.6 of this Agreement. Any reference in this Agreement to a Planning Area shall
mean the specified Planning Area as the same is set forth in the adopted Specific Plan
unless specifically referenced to pertain to another instrument. The Specific Plan is
attached hereto as Attachment 11.
"Term" means the time frames set forth in Section 2.3.
"Winchester" means Winchester Hills I LLC, a California company.
"Winchester Development" means the Development located on the Winchester
Property, and the Public Infrastructure Improvements related thereto.
"Winchester Property" means that certain real property that is a part of the
Property, as described in Attachment 1-B hereto and subject to refinement upon
11086\0092\661966.1 7 8/16/01
recordation of Tract Map No. 29639, or lot line adjustment plat in accordance with Recital
IICII'
2. General Provisions.
2.1 Binding Covenants. Except as otherwise provided for in this Agreement,
the provisions of this Agreement to the extent permitted by law, constitute covenants which
shall run with the Property for the benefit thereof, and the benefits and burdens of this
Agreement shall bind and inure to the benefit of the parties, all successors in interest to the
parties hereto to the extent provided for in this Agreement.
2.2 Interest of OWNER. OWNER represents that OWNER owns fee simple
interest in the Property.
2.3 Term. This Agreement shall become effective on the Effective Date. Unless
terminated pursuant to Section 2.4, with respect to the Lennar Property, this Agreement
shall terminate at 11:59 p.m. on the tenth (10th) anniversary of the earlier of either (i) the
date the CITY issues either the first (1st) building permit for a residential dwelling unit other
than a model unit or for a commercial structure within the Lennar Property or (ii) the second
(2d) anniversary of the Effective Date. The termination shall occur subject to specific
extensions, force majeure, revisions, and termination provisions of this Agreement. Unless
terminated pursuant to Section 2.4, with respect to the Winchester Property, this
Agreement shall terminate at 11:59 p.m. on the fifteenth (15th) anniversary of the later of
either: (i) the date the CITY issues the first (1st) building permit for a non-residential building
on the Winchester Property; or (ii) the date the limitations on development imposed by
Section 4.3.4 hereof terminate.
2.4 Termination. This Agreement shall be deemed terminated and of no further
effect, except for those covenants and agreements that expressly survive termination, upon
the occurrence of any of the following events:
2.4.'1 If termination occurs pursuant to any specific provision of this
Agreement, including, without limitation, a termination in the event of default;
2.4.2 Completion of the total build-out of the Development pursuant to the
terms of this Agreement and the CITY's issuance of ail required occupancy permits and
acceptance of all dedications and improvements required to complete Development; or
2.4.3 Entry after all appeals have been exhausted of a final judgment or
issuance of a final order directed to the CITY as a result of any lawsuit filed against the
CITY to set aside, withdraw or abrogate the approval of the City Council of this
Agreement.
11086\0092\661966.1
8 8/16/01
2.4.4 The expiration of the Term as set forth in Section 2.3.
To provide notice to all, and not as a condition of the effectiveness of a
termination of this Agreement, the parties agree to execute and record terminations of or
releases of this Agreement.
2.5 Transfers and Assiqnments.
2.5.1 Right to Transfer or Assign to End User. Each OWNER and any
Merchant Builder, shall, without the consent of the CITY or any other party, have the right
from time to time and on such number of occasions as it chooses, to sell, assign or
otherwise transfer any or all individual lots on final maps approved on the Property or any
portion thereof, to any End User at any time during the Term of this Agreement. Absent
an express written assumption of the obligations or rights hereunder, upon the sale,
assignment, or other transfer to an End User of one or more individual lots, this Agreement
shall terminate with respect to such lots without the execution or recordation of any further
documentation. For purposes of documentation only, the transferor/assignor shall provide
CITY with written notice of the name of any End User, that assumed rights or obligations
hereunder, together with a description of the assumed rights and obligations.
2.5.2 Right to Assign to Merchant Builder. Provided OWNER has
previously delivered the security required of that OWNER by Section 2.5.4 hereof to the
CITY, that OWNER shall, without the consent of the CITY or any other party, have the right
from time to time and on such number of occasions as it chooses to sell, assign or
otherwise transfer its interests in a portion of the Property together with some or all of its
rights and obligations under this Agreement with respect to the portion of the Property
which is subject to transfer (the "Transferred Property"), to any Merchant Builder at any
time during the Term of this Agreement. If the OWNER has not delivered the security
required of that OWNER by Section 2.5.4 hereof to the CITY, any assignment or transfer
of the Transferred Property together with some or all of that OWNER's rights and
obligations under this Agreement with respect to the Transferred Property to a Merchant
Builder requires the prior written consent of the CITY, which consent shall not be
unreasonably withheld or delayed. Any transfer or assignment must be pursuant to a sale,
assignment or other transfer of an interest of such OWNER in a portion of the Property
and shall be subject to the following criteria and conditions: (i) the transferor/assignor
shall notify the CITY at least twenty (20) days prior to the transfer of the name of the
Merchant Builder, together with the corresponding rights and obligations, if any, being
transferred to such Merchant Builder; and (ii) the agreement between the
transferor/assignor and Merchant Builder pertaining to such transfer shall provide, and
OWNER shall give CITY notice of such provision, which obligations of OWNER under this
Agreement the Merchant Builder shall be liable to per[orm, and acknowledging those
obligations OWNER retains.
11086\0092\661966.1 9 8/16/01
2.5.3 Assignment of Rights to Subsequent Owner. Provided OWNER
has previously delivered the security required of that OWNER by Section 2.5.4 hereof to
the CITY, that OWNER shall, without the consent of the CiTY or any other party, have the
right from time to time and on such number of occasions as it chooses to sell, assign or
otherwise transfer its interests in the Transferred Property together with its rights and
obligations under this Agreement as an OWNER with respect to the Transferred Property
to another person or entity ("Subsequent Owner") at any time during the Term of this
Agreement. If the OWNER has not delivered the security required of that OWNER by
Section 2.5.4 hereof to the CITY, any assignment or transfer of the Transferred Property
together with its rights and obligations under this Agreement as an OWNER with respect
to the Transferred Property to a Subsequent Owner requires the prior written consent of
the CITY, which consent shall not be unreasonably withheld or delayed. Any transfer or
assignment must be pursuant to a sale, assignment or other transfer of an interest of such
OWNER in a portion of the Property and shall be subject to the following criteria and
conditions: (i) the transferor/assignor shall notify the CITY at least twenty (20) days prior
to the transfer of the name of the Subsequent Owner, together with the corresponding
rights and obligations, if any, being transferred to such Subsequent Owner; and (ii) the
agreement between the Owner and Subsequent Owner pertaining to such transfer shall
provide, and OWNER shall give CITY notice of such provision, which obligations of
OWNER under this Agreement the Subsequent Owner shall be liable to perform and
acknowledging those obligations OWNER retains. Upon transfer of title to the Transferred
Property, the Subsequent Owner will be considered an OWNER for all purposes under this
Agreement.
2.5.4 Security for Transfer. With respect to the Lennar Property, prior to
transferring or assigning all or a portion of that portion Property without obtaining the prior
written consent of the CITY, Lennar shall post a corporate guarantee as security for the
construction of the improvements described in Attachment 5 in an amount equal to the
costs attributed the those improvements listed on Attachment 5. The amount of the
corporate guarantee will be proportionately reduced as the improvements described in
Attachment 5 are completed.
3. Development Provisions.
3.t Vesting.
3.1.1 Project. CITY covenants that OWNER has, and OWNER shall have,
the right to implement the Development pursuant to the Development Plan Approvals and
the Existing Regulations, including, without limitation, specific uses, the intensities
identified in Attachment 8, building heights, building sizes, lot sizes, infrastructure
standards and specifications, densities and types of development provided for in the
Specific Plan, and the CiTY shall have the right to control the Development in accordance
with the Existing Regulations and the Development Plan Approval(s) ("vested right"). By
11086\0092~661966.1 10 8/16/01
way of enumeration, and not limitation, the vested rights afforded by this Agreement
include those identified in Attachment 8 hereof. Except as otherwise expressly specified
in this Agreement, the Development Plan Approval(s) shall control the design and
development, and review and approval of all Future Development Approvals and all
Off-Site Improvements and appurtenances in connection therewith. Except to the extent
it has been amended, canceled, modified or suspended in accordance with the terms of
this Agreement, this Agreement shall be enforceable by OWNER or its assignees
notwithstanding any change in any Existing Regulation.
3.1.2 Limits on Development. The California Supreme Court held in
Pardee Construction Company v. City of Camarillo, 37 Cal.3d 465 (1984), that the failure
of the parties to address certain limits on a CITY's ability to condition, restrict or regulate
a development allowed a later adopted initiative to restrict the development. This
Agreement cures that deficiency by expressly addressing the timing for the Development,
the vested rights afforded by this Agreement and the scope of the CITY's Reserved
Authority. Except as expressly set forth in the Development Plan Approval(s), regardless
of any future enactment, by initiative, or otherwise, OWNER shall have the discretion to
develop the Development in such order, and at such rate, in one phase or in multiple
phases, at such times as OWNER deems appropriate within the exercise of its subjective
business judgment. Specifically, the CITY agrees that OWNER shall be entitled to apply
for and receive the Future Development Approvals and to develop and use the Property
at any time, provided that such application is made and such development occurs in
accordance with this Agreement, the other Development Plan Approval(s) and the Existing
Regulations. The CITY covenants that no Existing Regulation purports to limit the scope,
rate or timing of Development or alter the sequencing of Development in a manner
inconsistent with the Development Plan Approval(s). No future amendment of any CITY
law, or future adoption of any CITY law or other action, that purports to limit the scope, rate
or timing of Development on the Property or alter the sequencing of the Development, in
a manner inconsistent with the Development Plan Approval(s), whether adopted or
imposed by the City Council or through the initiative or referendum process, shall apply to
the Property. In particular, but without limiting any of the foregoing, no numerical restriction
shall be placed by CITY on the number of dwellings units or amount of commercial
development that may be built in any particular year on any portion of the Property other
than as expressly permitted by this Agreement.
3.1.3 Entitlements, Permits and Approvals - Cooperation.
3.1.3.1 Processing. CITY agrees that it shall accept and
expeditiously process, pursuant to CITY's regular procedures, OWNER's applications for
amendments to this Agreement, amendments to the Development Plan Approval(s) and
the Future Development Approvals.
11086\0092\661966.1 11 8/16/01
3.1.3.2 Further Mitigation. In connection with the issuance of any
Future Development Approvals which are subject to review under CEQA, unless required
under the California Public Resource Code and the Guidelines promulgated thereunder,
the CITY shall not impose any environmental land use project alternatives or mitigation
measures on OWNER orthe Property beyond those referenced in the Development Plan
Approval(s).
3.1.3.3 Other Permits. The CITY further agrees to reasonably
cooperate with OWNER, at no cost to the CITY, in securing any County, State and Federal
permits or authorizations which may be required in connection with Development of the
Property. Except as expressly provided for in this Agreement, this cooperation shall not
require any economic contribution or similar consideration by the CITY.
3.1.3.4 Litigation. The CITY agrees to reasonably cooperate with
OWNER in all reasonable manners in order to keep this Agreement in full force and effect.
If any legal action is instituted by a third party or other governmental entity or official
challenging the Development Plan Approval(s) or Future Development Approvals, the
parties hereby agree to cooperate in jointly defending such action. Notwithstanding the
foregoing OWNER shall be responsible for all costs, including, but not limited to, attorneys
fees, costs, expert witnesses and the like. OWNER shall reimburse CITY its costs within
thirty (30) calendar days of receipt of any invoice by OWNER.
3.1.3.5 Acquisition of Off-Site Property. The CITY shall not
postpone or refuse approval of a Future Development Approval because the OWNER or
Development Transferee has failed to acquire off-site property required for the construction
or installation of Off-Site Improvements. To the extent the CITY, OWNER or a
Development Transferee does not have sufficient title or interest to permit the Public
Infrastructure Improvements to be made at the time the Future Development Approval is
filed with the CITY, the applicable OWNER or Development Transferee shall make a good
faith effort to acquire the required property. If the OWNER or Development Transferee
is unable to acquire the required property, the CITY shall consider in good faith the
acquisition of the required property. If the CITY is unable to acquire the required property
by negotiation or condemnation within the time frame provided for in Government Code
Section 66462.5, the CITY shall continue to issue Future Development Approvals for the
Project despite the fact that the improvement has not been completed. Notwithstanding the
above, the CITY's obligation to continue to issue Future Development Approvals as
provided for in this Section is contingent upon: (i) the applicable OWNER or Development
Transferee submitting the improvement plans required for the improvement to the CITY;
and (ii) consistent with Government Code Section 66462.5, the OWNER or Development
Transferee entering into a mutually acceptable agreement with the CITY that requires the
OWNER or Development Transferee to reimburse the City for the costs incurred in
acquiring the land and to construct the improvement at such time as the CITY acquires the
required land.
11086\0092\661966.1
12 8/16/01
3.2 Reserved Authority.
3.2.1 Uniform Codes. This Agreement shall not prevent the CITY from
applying new uniform construction standards adopted by the State of California as State
Codes, such as the Uniform Building Code, National Electrical Code, Uniform Mechanical
Code or Uniform Fire Code, to the Development, provided those same standards are
applied to all other development within the CITY.
3.2.2 State and Federal Laws and Regulations. Subject to compliance
with the requirements of this Section 3.2.2, the Property may be subject to subsequently
enacted state or federal laws or regulations which preempt local regulations, or mandate
the adoption of local regulations, and are in conflict with the Development Plan Approval(s).
Upon discovery of a subsequently enacted federal or state law meeting the requirements
of this Section, CITY or OWNER shall provide the other parties with written notice of the
state or federal law or regulation, provide a copy of the law or regulation, and a written
statement of conflicts with the provisions of this Agreement. Promptly thereafter CITY and
OWNER shall meet and confer in good faith in a reasonable attempt to determine whether
a modification or suspension of this Agreement, in whole or in part, is necessary to comply
with such federal or state law or regulation. In such negotiations, CITY and OWNER agree
to preserve the terms of this Agreement and the rights of OWNER as derived from this
Agreement to the maximum feasible extent while resolving the conflict. CITY agrees to
cooperate with OWNER in resolving the conflict in a manner which minimizes any financial
impact of the conflict upon OWNER without materially increasing the financial obligations
of CITY under this Agreement. CITY also agrees to process in a prompt manner
OWNER's proposed changes to the Project as may be necessary to comply with such
Federal or State law; provided, however, that the approval of such changes by CITY shall
be subject to the discretion of CITY, consistent with this Agreement.
3.2.3 Regulation for Health and Safety. Nothing in this Agreement shall
be construed to be in derogation of CITY's police power to protect the public health and
safety from a sudden, unexpected occurrence, involving a clear and imminent danger,
demanding immediate and interim action to prevent or mitigate loss of, or damage to, life,
health, property, or essential public services involving the Property or the immediate
community ("Exigent Event"). Upon discovery of an Exigent Event, CITY may suspend this
Agreement for a period reasonably necessary to analyze, evaluate and develop a response
to the Exigent Event. Immediately thereafter, the suspension shall end and CITY shall
provide the OWNER with written notice of the existence of the Exigent Event, a detailed
explanation of the CITY's proposed action, and a written statement of conflicts with the
provisions of this Agreement. Promptly thereafter CITY and OWNER shall meet and
confer in good faith in a reasonable attempt to determine whether a modification or
suspension of this Agreement, in whole or in part, is necessary to comply with the Exigent
Event. In such negotiations, CITY and OWNER agree to preserve the terms of this
Agreement and the rights of OWNER as derived from this Agreement to the maximum
11086\0092\661966.1 13 8/16/01
feasible extent while resolving the conflict. CITY agrees to cooperate with OWNER in
resolving the conflict in a manner which minimizes any financial impact of the conflict upon
OWNER without materially increasing the financial obligations of CITY under this
Agreement. CITY also agrees to process in an expedited manner OWNER's proposed
changes to the Project as may be necessary to comply with the Exigent Event; provided,
however, that the approval of such changes by CITY shall be subject to the discretion of
CITY, consistent with this Agreement.
3.3 Further Assurances to OWNER Re,qardin.q Exercise of Reserved
Authority.
3.3.1 Assurances to OWNER. The parties further acknowledge that the
public benefits to be provided by OWNER to the CITY pursuant to this Agreement are in
consideration for and reliance upon assurances that the Property can be developed in
accordance with the Development Plan Approval(s) and the Existing Regulations.
Accordingly, while recognizing that the Development of the Property may be affected by
the exercise of the authority and rights reserved and excepted as provided in Sections 3.1
('¥esting") and 3.2 ("Reserved Authority"), OWNER is concerned that normally the
judiciary extends to local agencies significant deference in the adoption of rules,
regulations and policies which might otherwise permit the CITY, in violation of the
Reserved Authority, to attempt to apply rules, regulations and policies that are inconsistent
with the Development Plan Approval(s). Accordingly, OWNER desires assurances that the
CITY shall not, and the CITY agrees that it shall not, further restrict or limit the
development of the Property in violation of this Agreement except in strict accordance with
the Reserved Authority, which exercising of the Reserved Authority as defined herein shall
not be considered to be a violation of this Agreement. CITY agrees that CITY will issue
grading, building and occupancy permits if the Development contemplated in the requested
permit substantially conforms to the Developing Plan Approval(s), including all relevant
conditions of approval, and the Existing Regulations.
3.3.2 Judicial Review. Based on the foregoing, if OWNER judicially
(including by way of a reference proceeding) challenges the application of a future rule,
regulation or policy as being in violation of this Agreement and as not being applied in
accordance with the Reserved Authority, OWNER shall bear the burden of alleging that
such rule, regulation or policy is inconsistent with the Existing Regulations and the
Development Plan Approval(s) and the CITY shall thereafter bear the burden of proof in
establishing by a preponderance of the evidence that such regulation was adopted
pursuant to and in accordance with the Reserved Authority and was not applied by the
CITY in violation of this Agreement.
11086\0092\661966.1 14 8/16/01
3.4 Consistent and Inconsistent Enactments.
3.4.t No Conflicting Enactments. The CITY shall not enact a rule,
regulation, ordinance, policy, permit or other measure (collectively "law"), nor take any
action applicable to the Project or the Property, which governs the rate, timing, scope,
intensity, use, density, manner, or sequencing of the Development, or any part thereof and
which is inconsistent or in conflict with the Development Plan Approval(s). By way of
enumeration, and not limitation, any law, action or inaction, whether by specific reference
to the Project, this Agreement or otherwise, shall be considered to conflict if it:
3.4.1.1 Restricts the vested rights described in the Agreement or in
any way limits or reduces the rate, timing, scope, intensity, use, density, manner, or
sequencing of the Development or otherwise requires any reduction or increase in the
number, size, height or square footage of lot(s), structures, buildings or other
improvements, modifies the standards and specifications applicable to the infrastructure
required for the Development or requires additional dedications, exactions, fees or
mitigation other than that provided for in the Agreement;
3.4.1.2 Is consistent with Section 3.4.1.1 hereof, but is not uniformly
applied by the CITY to all substantially similar development within the CITY; or
3.4.1.3 Imposes a new permit requirement or procedure not already
part of the Existing Regulations.
3.4.2 Consistent Enactments. By way of enumeration and not limitation,
the following types of enactments shall be considered consistent with this Agreement and
Existing Regulations and not in conflict:
3.4.2.1 Transfers of units or permitted uses within the Property as
provided for in Section 11.2 of the Specific Plan;
3.4.2.2 Changes in the phasing of the Development pursuant to an
application from OWNER and as approved by the CITY; and
3.4.2.3 Any enactment authorized by this Agreement.
3.4.3 Consistency Between This Agreement, the Development Plan
Approval(s) and Existing Regulations. To the extent a conflict exists or develops
between the Existing Regulations and the Development Plan Approval(s), the Development
Plan Approval(s) shall be controlling. To the extent a conflict exists or develops between
the combination of this Agreement and the Existing Regulations and any other
Development Plan Approval(s), this Agreement shall be controlling.
11086\0092\661966.1 1 5 8/16/01
3.5 Amendment of Development Aqreement.
3.5.1 Initiation of Amendment. Either CITY or OWNER may propose an
amendment to this Agreement. Lennar acknowledges that it shall not initiate an
amendment of this Agreement with respect to the Development of the Winchester
Property. Winchester acknowledges that it shall not initiate an amendment of this
Agreement with respect to the Development of the Lennar Property. No Development
Transferee assigned the rights and obligations of an OWNER pursuant to Section 2.5.3
shall have the right to initiate an amendment with respect to any properly other than the
portion of the Property owned by that Development Transferee. Both CITY and OWNER
agree that it may be beneficial to enter into an amendment of this Agreement in connection
with the implementation of the separate components of the Project. Neither an End User,
a Merchant Builder nor a Development Transferee shall have the right to initiate an
amendment of this Agreement without the written consent of the OWNER. An operating
memorandum, as defined below, is not an amendment of this Agreement.
3.5.2 Changes Requiring an Amendment. Unless otherwise required by
law, neither an amendment to the Development Plan Approval(s) or the approval of a
Future Development Approval shall require an amendment of this Agreement unless the
amendment:
3.5.2.t Materially alters the permitted uses of the Property as a
whole in a manner inconsistent with the procedures established in the Specific Plan;
3.5.2.2 Increases the density or intensity of use of the Property as
a whole in a manner inconsistent with the procedures established in the Specific Plan; or
3.5.2.3 Increases the maximum height and size of permitted
buildings. Notwithstanding anything to the contrary herein, an amendment of this
Agreement is not required if OWNER pursues entitlements, permits or approvals pursuant
to a waiver of vested rights as provided for in Section 4.1.
3.5.3 Procedure. Except as set forth in Section 3.5.5 below, the procedure
for proposing and adopting an amendment to this Agreement shall be the same as the
procedure required for entering into this Agreement in the first instance.
3.5.4 Consent. Any amendment to this Agreement shall require the written
consent of both the CITY and the OWNER whose portion of the Property would be
materially affected by the amendment. No amendment to all or any provision of this
Agreement shall be effective unless set forth in writing, signed by duly authorized
representatives of the CITY and the applicable OWNER, and adopted pursuant to legal
requirements imposed on CITY. An amendment of this Agreement does not require the
consent of an End User, Merchant Builder or Development Transferee. To the extent the
11086\0092\661966.1 16 8/16/01
consent of the OWNER that did not initiate the amendment is necessary, that OWNER
shall not unreasonablywithhold its consent. Notwithstanding the above, that OWNER shall
consent to the amendment on or before the thirtieth (30th) day after receipt of notice of the
initiation of the amendment if, as determined in that OWNER's reasonable business
judgment, that proposed amendment will not have a material adverse impact on the
Development of that OWNER's portion of the Property.
3.6.5 Operating Memoranda. The parties acknowledge that refinements
and further development of the Project may demonstrate that changes are appropriate with
respect to the details and performance of the parties under this Agreement. The parties
desire to retain a certain degree of flexibility with respect to the details of the Development
Plan and with respect to those items covered in general terms under this Agreement. If
and when the City and an Owner or Owners mutually find that changes, adjustments, or
clarifications are appropriate to further the intended purposes of this Agreement, and such
are not materially inconsistent with the Development Plan Approval(s), they may, unless
otherwise required by law, effectuate such changes, adjustments, or clarifications without
amendment to this Agreement through one or more operating memoranda mutually
approved by the City Manager, or designee, on behalf of the CITY and by any corporate
officer or other person designated for such purpose in a writing signed by a corporate
officer on behalf of that respective OWNER, which, after execution, shall be attached
hereto as addenda and become a part hereof. Unless otherwise required by law or by the
Development Plan Approval(s), no such changes, adjustments, or clarifications shall
require prior notice or hearing, public or otherwise. Nothing herein shall authorize the
delegation of authority to the City Manager, or designee, contrary to California or Federal
Law.
3.6 Future Amendments to Development Plan AD=rovalCs). The following
rules apply to future amendments to the Development Plan Approval(s), except that
Section 3.5 shall control with respect to an amendment of this Agreement and Section 3.7
shall control with respect to Future Development Approvals:
3.6.1 OWNER's Written Consent. It is contemplated by the parties that
mutually agreed upon amendments to the Development Plan Approval(s) may be
necessary. Any amendments to the Development Plan Approval(s) to which OWNER does
not agree in writing shall not apply to the Property or the Project while this Agreement is
in effect.
3.6.2 Concurrent Development Agreement Amendment. Any other
Development Plan amendment requiring amendment of this Agreement, as provided for
in Section 3.5 hereof, shall be processed concurrently with an amendment to this
Agreement in the manner required by law.
11086\0092\661966.1 17 8/16/01
3.6.3 Effect of Amendment. Except as expressly set forth within this
Agreement, an amendment of the other Development Plan Approval(s) will not alter, affect,
impair or otherwise impact the rights, duties and obligations of the parties under this
Agreement. To the extent an amendment to the Development Plan Approval(s) is
approved in accordance with Section 3.6.1, the amendment shall constitute for all
purposes a Development Plan Approval and shall be treated as if it were in existence on
the Agreement Date.
3.7 Future Development Approvals.
3.7.1 Exercise of CITY Discretion. In connection with Future Development
Approval or any other actions which the CITY is expressly permitted to make under this
Agreement relating to the Project, the CITY shall exercise its discretion or take action in
a manner which complies and is consistent with the Development Plan Approval(s) and the
Existing Regulations.
3.7.2 Concurrent Development Agreement Amendment. Any Future
Development Approval requiring amendment of this Agreement, as provided for in
Section 3.5 hereof, shall be processed concurrently with an amendment to this Agreement.
3.7.3 Effect of Future Development Approvals. Except as expressly set
forth within this Section 3.7, a Future Development Approval will not alter, affect, impair or
otherwise impact the rights, duties and obligations of the parties under this Agreement.
To the extent a Future Development Approval is approved in accordance with
Sections 3.7.1 and 3.7.2, the Future Development Approval shall constitute for all purposes
a Development Plan Approval and shall be treated as if it were in existence on the
Agreement Date.
4. Obli,qations of the Parties.
4.t Benefits to CITY. The direct and indirect benefits the CITY (including,
without limitation the existing and future residents of the CITY) will receive from the
approval of the Development Plan Approval(s) generally include, but are not limited to, the
items identified below. Nothing in the Development Plan Approval(s) or otherwise obligate
OWNERS to construct the Development or any part thereof. OWNER further reserves the
right to waive, in whole or in part, the vested rights afforded by the Development Plan
Approval(s), and pursue entitlements, permits or approvals other than those provided for
in the Development Plan Approval(s).
4.1.1 Growth Management. The City agrees that the Project conforms to
the CITY's policy to require development provide beneficial and managed growth through
the use of, among other things, comprehensive planning and design, project-wide
continuity of landscaping and architectural design, design standards and layout concepts
11086\0092\661966.1 18 8/16/01
and amenities exceeding the CITY's standards for residential development, and the
village-center concept.
4.`1.2 Schools. The provision of a site for a new elementary school and the
construction of such school on an "up front" basis to assist the local school district in
meeting current area needs as well as creating adequate capacity for future needs.
4.'1.3 Parks and Recreation. The public parks and other recreational
facilities to be dedicated and/or constructed as provided for in this Section 4 satisfy the
CITY's requirements for open space and parks, and contribute to meeting the need for
open space and parks in the area, including, without limitation, the 16.5 acre Community
Park, and Winchester Creek Park.
4.1.4 Project Benefits. In addition to the above benefits, the Project will
provide those benefits identified in Attachment 2 hereof.
4.2 Development Fees.
4.2.'1 Fee Rates. The CITY hereby agrees that neither the Property
OWNER, Transferee, Merchant Builder, End User nor, except as provided hereunder, the
Development shall be subject to any revised fees or charges, including, without limitation,
Development Impact Fees, except as provided in 4.2.2, that the CITY may enact, adopt,
or impose on or after the Agreement Date; provided that OWNER may elect to have the
Development governed by fee rates made available to other owners and developers within
the CITY after the Agreement Date.
4.2.2 Processing and Application Fees. OWNER shall pay the application
and processing fees customarily imposed on the type of entitlement sought at the rate, and
in the amount, imposed by CITY pursuant to the fee schedule, resolution or ordinance
applicable to all projects in the CITY and in effect at the time the application is deemed
complete and accepted by CITY for action.
4.2.3 Fees for the Lennar Property. Except as expressly modified in this
Agreement, the presently adopted Development Impact Fees as charged by the CITY on
the Agreement Date shall be impo§ed upon Lennar Development at the rate in effect as
of the Agreement Date. The Development Impact Fees imposed on the Lennar
Development are not subject to upward adjustment. DIF payments shall be made at the
time of the issuance of building permits.
4.2.3.'1 TUMF Fees forthe Lennar Property. The CITY and Lennar
acknowledge that a Traffic Uniform Mitigation Fee (the "TUMF") program is currently being
considered and that no such TUMF has been adopted by the County of Riverside or by the
CITY. To the extent a TUMF is adopted, the CITY and Lennar agree that the Lennar
11086\0092\661966.1
19 8/16/01
Property's obligations under TUMF shall be deemed satisfied through: (i) Lennar's or the
Lennar Property's participation in and payment of special taxes under Community Facilities
District 98-1 or subsequent district formed pursuant to Section 4.4; (ii) any future special
taxes paid by Lennar or the Lennar Property imposed under Community Facilities District
98-1 or subsequent districts formed pursuant to Section 4.4; (iii) all off-site Public
Infrastructure Improvements and other infrastructure improvements to be constructed or
financed by Lennar under this Agreement; and (iv) Lennar's agreement to dedicate to the
CiTY and/or a district such rights of way as may be required for Public Infrastructure
Improvements and other infrastructure improvements.
4.2.3.2 Fire Protection Facilities Fee for the Lennar Property.
Upon the issuance of a building permit for a dwelling unit or commercial structure within
the Lennar Development, the Lennar Development shall pay the Fire Protection Facilities
Component of the DIF at the rate specified for that building permit in the DIF Ordinance in
effect on the Agreement Date. Lennar agrees to pay to the CITY an additional Fire
Protection Facility fee of One Hundred Fifty Thousand Dollars ($150,000) prior to the
issuance of the first (1st) residential building permit for a dwelling unit other than a model
home. CITY agrees to dedicate this additional fee to Fire Protection Facilities and
equipment that service the Lennar Development.
4.2.3.3 Credit for Other Development Impact Fees for the Lennar
Property. CITY shall credit Lennar for the following DIF components and consider the
Lennar Development's obligation with respect to those DIF components to be paid in full.
4.2.3.3.1 Park and Recreation Fee Compon;~nt. CITY
acknowledges that Lennar will construct park and recreation improvements that satisfy the
Lennar Development's obligation with respect to Park and Recreation Fee Component of
the DIF. CITY agrees that one hundred percent (100%) of the Lennar Development's
obligation with respect to the Park and Recreation Fee Component of the DiF shall be
credited to Lennar upon CITY's acceptance of the park and recreation improvements
Lennar is required to design, construct and deliver to CITY. Notwithstanding the foregoing,
Lennar shall not be required to pay this component of the DIF, or a portion thereof, unless
and until the CITY determines that Lennar: (i) is in default as to its obligation to design,
construct and deliver a required park and recreation improvements pursuant to this
Agreement; and (ii) has not designed, constructed or financed other improvements which
the City and Lennar agree entitle Lennar to credit in an amount at least equal to the
amount of the component of the DIF at issue.
4.2.3.3.2 Street Improvement Fee Component. CITY
acknowledges that Lennar has or shall construct or finance, street improvements at a cost
in excess of the Lennar Development's obligation with respect to the Street Improvements
Component of the DIF. CITY agrees that one hundred percent (100%) of the Lennar
Development's obligation with respect to the Street Improvement Component of the DIF
11086\0092\661966.1 20 8/16/01
shall be credited to Lennar upon CITY's acceptance of the Public Infrastructure
Improvements. The Public Infrastructure Improvements and an estimate of the amount of
credits due are described on Attachment 5. Notwithstanding the foregoing Lennar shall
not be required to pay this component, or a portion thereof, of the DIF unless and until the
CITY determines that Lennar: (i) is in default as to the obligation to complete the Public
Infrastructure Improvements pursuant to this Agreement; and (ii) has not designed,
constructed or financed other street improvements for which Lennar would be entitled to
credit in an amount at least equal to the amount of the component of the DIF at issue.
4.2.3.3.3 Traffic Signal Fee Components. CITY
acknowledges that Lennar has constructed or financed, and that Lennar will construct or
finance, traffic signal related improvements in an amount in excess of the Lennar
Development's obligation with respect to the Traffic Signal Fee Component of the DIF.
CITY agrees that one hundred percent (100%) of the Lennar Development's obligation with
respect to the Traffic Signal Component of the DIF shall be credited to Lennar upon CITY's
acceptance of the Public Infrastructure Improvements. Notwithstanding the foregoing
Lennar shall not be required to pay this component of the DIF, or a portion thereof, unless
and until the CITY determines Lennar: (i) is in default as to the obligation to complete the
Public Infrastructure Improvements pursuant to this Agreement; and (ii) has not designed,
constructed or financed other improvements for which Lennar would be entitled to credit
in an amount at least equal to the amount of the component of the DIF at issue. The Public
Infrastructure improvements and an estimate of the amount of credits due are described
on Attachment 5.
4.2.4 Fees Applicable to the Winchester Property.
4.2.4.1 Development Impact Fees Subject to Full Credit;
Limitation. Winchester shall, upon delivery to the City of the Grant Deed referenced in
Section 4.3, receive full credit for the Development Impact Fees set forth hereunder. In the
event the Grant Deed is not delivered pursuant to this Agreement, the Development Impact
Fees identified in this Section 4.2.4.1 shall be due and payable by Winchester at the time
of application for building permits in the amount the City has imposed.
Component
Street System
Improvements
Type of Land Use Credit
Office 100%
Retail Commercial 100%
Service Commercial 100%
Business Park/Industrial 100%
11086\0092\661966.1
21 8/16/01
Traffic Signals and
Traffic Control
Systems
Office 100%
Retail Commercial 100%
Service Commercial 100%
Business Park/Industrial 100%
4.2.4.2 Development Impact Fees Winchester Must Pay,
Winchester shall pay, at the time of application for building permits, the fee amount then
in effect, subject to the following maximum amounts:
Component
Type of Land Use
Current Proposed
Fees Maximum
With 2.2% BCI Fees
(1) (2)
Corporate Office 0.050 0.100
Facilities Retail Commercial 0.124 0.246
Service Commercial 0.068 0.136
Business Park/Industrial 0.042 0.084
Fire Protection Office 0.131 0.262
Facilities Retail Commercial 0.024 0.048
Service Commercial 0.018 0.036
Business Park/Industrial 0.016 0.032
These payable Development Impact Fees are to be assessed on Winchester's
nonresidential development by multiplying the square foot based fee by the square footage
comprising the gross building area of the structure for which a building permit is sought.
4.2.4.3 Development impact Fees; Land Use Based
Exemptions. Winchester is not required to pay the Development Impact Fees set forth
hereunder so long as no residential development occurs on the Winchester Property. In
the event residential development does occur, Winchester shall pay the amount then due
at the time of building application.
Park and Recreation
Improvements
Office
Retail Commercial
Service Commercial
Business Park/Industrial
Libraries
Office
Retail Commercial
Service Commercial
Business Park/Industrial]
11086\0092\661966.1 22 8/16101
4.2.4.4 TUMF for the Winchester Property. The CITY and
Winchester acknowledge that a Traffic Uniform Mitigation Fee ("TUMF") program is
currently being considered and that no such TUMF has been adopted by the County of
Riverside or by the CITY. To the extent a TUMF is adopted, the CITY shall use its best
efforts to ensure that Winchester receives any and all credits available with regard to the
Winchester Property pursuant to a TUMF program. The CiTY hereby finds and determines
that each of the following satisfy the purposes for which a TUMF would be imposed and
therefore should qualify for credit: (i) Winchester's or the Winchester Property's
participation in and payment of special taxes under Community Facilities District 98-1 or
subsequent district formed pursuant to Section 4.4 of this Agreement; (ii) any future special
taxes paid by Winchester or the Winchester Property imposed under Community Facilities
District 98-1 or subsequent districts formed pursuant to Section 4.4; (iii) all off-site Public
Infrastructure Improvements and other infrastructure improvements to be constructed or
financed by Winchester under this Agreement; and (iv) Winchester's conveyance of the
Interchange Improvement Area pursuant to Section 4.3.3 of this Agreement. In no event
shall the Winchester Property be required to pay any TUMF (i) retroactively in regards to
any portion of the Winchester Property for which entitlements are obtained before the
effective date of the legislation establishing the TUMF, (ii) which are not imposed in equal
or greater amounts on all commercial property in the City of Murrieta and in the other
incorporated cities and the unincorporated areas in the region, or (iii) if any other
commercial property within the CITY is exempted from TUMF or given a credit against
TUMF for its contributions unless the Winchester Property receives the same or more
favorable treatment with regards to credits.
4.3 Related Real Property Conveyances; Conditions to Development
Aqreement.
4.3.'1 Intent of the Parties. The CITY and OWNER agree that the
entitlements, vesting and other rights that will allow OWNER to develop the Project in
accordance with the Development Plan Approval(s), along with the timely completion and
performance of the real estate transactions and the related agreements described
hereafter are a material component of the consideration each party has relied upon in its
respective decision to enter into this Agreement. OWNER and the CITY, individually and
collectively, represent that neither party would have entered into this Agreement but for
these commitments. Termination of this Agreement terminates the obligation of the
applicable party to perform with respect to those items discussed in Sections 4.3, 4.4, 4.5,
4.6 and 4.7.
4.3.2 Community Park. In consideration of the CITY's performance
pursuant to the terms of this Agreement, Lennar has agreed to design and construct a 16.5
acre community park in the approximate location depicted in the Specific Plan
("Community Park"). The following describes Lennar's and the CITY's rights and
obligations with respect to the Community Park.
11086\0092\661966.1 23 8/16/01
4.3.2.1 All real property shall be conveyed as provided for in
Section 4.3.6. Lennar shall demonstrate the condition of title pursuant to a CLTA title
insurance policies, in amount equal to the fair market value of the land.
4.3.2.2 Prior to the issuance of the first building permit in Phase II,
as such phase is identified in the Specific Plan, Lennar agrees to construct, complete the
90-day maintenance period to the satisfaction of the Director of Community Services and
dedicate fee title to the Community Park.
4.3.2.3 Lennar shall work with the City to design the Community Park
site to the reasonable satisfaction of the Director of Community Services and consistent
with the requirements of Section 6.0 of the Specific Plan. In summary, the Community
Park will generally be improved with two (2) full sized soccer fields, two (2) full sized softball
fields, appropriate athletic field lighting, a restroom/snack bar facility consisting of separate
male and female facilities, and a snack bar facility of 1800 square feet containing utilities,
age appropriate play structures, concrete walking paths and parking improvements. The
CITY's present cost estimate for the design and construction of the improvements for the
park site is $2,500,000.00. The park Development Impact Fee credit allocated to Lennar
under this Agreement for the design and construction of the park is $2,500,000.00. Lennar
shall provide verification to the CITY of actual design and construction cost. Any and all
Community Park design and construction cost in excess of $2,500,000.00 shall be the sole
responsibility of Lennar. The developer shall also be responsible to design and construct
not less than half-width street and right-of-way improvements together with necessary
temporary and permanent access to the Community Park at the developer's cost with no
credits towards the Park and Recreation Component of the DIF. City and Lennar
acknowledge that Lennar is fur/her being credited the amount of Six Hundred Thousand
Dollars ($600,000.00) for the private recreational improvements that will be developed.
4.3.2.4 CITY and Lennar agree to cooperate on the design of the
Community Park. Conceptual plans for the Community Park are incorporated into the
Specific Plan. Lennar shall prepare schematic plans for the Community Park and submit
the same for review and approval by the CITY. Following approval of the schematic plans,
the Lennar shall prepare construction plans and submit the same for review and approval
by the CITY.
4.3.2.5 Notwithstanding anything to the contrary herein, CITY shall
continue to issue building and occupancy permits for residential units within the Lennar
Property even if the total number of building permits exceeds the threshold established in
Section 4.3.2.2 if; (i) the CITY fails to act on the plans in a reasonable time frame; or (ii) an
event described in Sections 9.3 or 9.4 occurs, including, without limitation, the failure to
determine the final and permanent alignment of Ynez Road, and Lennar and CITY
determine in their reasonable discretion that the event will cause, or has caused, Lennar
11086\0092\661966.1 24 8/16/01
to not be able to substantially complete the Community Park improvements (including the
90 day maintenance period) within the time frame provided for in Section 4.3.2.2.
4.3.3 Intent of the Parties. The City believes that a full service
freeway interchange servicing Interstate 15 will be required to be built, in whole or in part,
on a portion of OWNER'S real property. The California Department of transportation
("Caltrans") is presently reviewing the Interstate 15 corridor to determine the site for this
interchange. Caltrans analysis is being conducted pursuant to a Project Study Report.
CITY desires to obtain from the OWNER the real property upon which the freeway
interchange is to be built, at no cost to CITY or the public and as a material component of
the consideration CITY obtains from OWNER in exchange for CITY's promises as set forth
in this Agreement.
Because the Project Study Report is not yet finalized and approved by
Caltrans the precise location and acreage of the real property necessary for the freeway
interchange is unknown. The CITY and OWNER agree that it would be detrimental to their
respective interests to either (i) prematurely designate the location and amount of real
property OWNER is to convey in fee simple to CITY and (ii) defer the designation of the
subject real property for an extended timeframe so as to interfere with OWNER's
opportunities to beneficially develop the freeway frontage area. CITY and OWNER have
agreed upon terms and conditions that each party believes provide the flexibility to allow
each to reasonably satisfy their respective goals and objectives. CITY's goals are to (i)
obtain, at no cost to the CITY or State fee title to the real property necessary to
accommodate a full service interchange; (ii) to have the flexibility to make minor
adjustments to the conveyed real property to accommodate future adjustments in the
interchange design; and (iii) to allow OWNER the greatest flexibility to utilize the remainder
of its property at the earliest reasonable time.
OWNER's goals are to (i) convey fee title to the real property CITY
determines to be necessary for freeway interchange development (ii) to complete such
conveyance on or before January 1,2003; and (iii) to obtain reasonable flexibility in the use
of its remainder real property.
Winchester shall provide CITY an "lnterohange Improvement Area" along the
western edge of the Winchester Property abutting Interstate 15, as follows:
4.3.3.1 Time. The conveyance shall occur thirty (30) calendar days
after City approval of the Connecting ^rterials Plan.
11086\0092\661966,1 25 8/16/01
4.3.3.2 Location and Area. The Interchange Improvement Area is
currently estimated not to exceed ten (10) acres, but the actual amount will depend on the
known or anticipated needs of Caltrans. The Interchange Improvement Area will be
contiguous to Interstate 15 and large enough to accommodate a full service interchange
and defined by the following subsections:
4.3.3.2/I With Project Study Report. The location and
amount of the grant shall be based on an approved Project Study Report, if one is
available.
4.3.3.2.2 Without Project Study Report. If an approved
Project Study Report is not available when the conveyance is made, the location and
amount of the conveyance shall be determined in the reasonable discretion of the City
Engineer based on the following criteria: The City Engineer's discretion shall be based on
current professional engineering standards for similar freeway interchange improvements.
The City Engineer shall allow space for an overpass and for on-ramps and off-ramps to
and from northbound 1-15 to and from Date (or Cherry) Street immediately adjacent to the
freeway, east of the freeway. The allowable space shall include customary roadway, curb,
gutters, drainage, signs, fencing, landscaping, and slope maintenance areas for the
freeway but not for CITY Streets.
4.3.3.3 Nature of Transfer. Winchester shall convey the
Interchange Improvement Area by a standard title company grant deed. The Interchange
Improvement Area shall be conveyed in fee free and clear of all non-governmental
pecuniary liens of record, but subject to all existing non-monetary items of record such as
easements so long as they do not interfere with anticipated freeway interchange use.
Winchester shall pay for a standard American Land Title Association (ALTA) owner's policy
of title insurance providing coverage to CITY in the amount which reflects the reasonable
value of the conveyed real property in its "as conveyed" condition. CITY shall be
responsible for the cost of any additional coverage exceeding a standard ALTA owner's
policy.
4.3.3.4 Disposition of Land.
4.3.3.4.t Construction of Interchange. CITY shall provide
to Caltrans as much of the Interchange Improvement Area as Caltrans needs for the
interchange as soon as construction of the Interchange Improvements has been assured
by Caltrans. Any portion of the Interchange Improvement Area conveyed by Winchester
to CITY that is not needed for the interchange shall be reconveyed to Winchester subject
only to the title encumbrances that existed when Winchester granted the land to CITY.
CITY and Winchester shall cooperate in achieving any boundary adjustment needed to
reflect this reconveyance or minor adjustment to the Interchange Improvement Area.
11086\0092\661966.1
26 8/16101
4.3.3.4.2 Determination Not to Construct Interchange.
If Caltrans determines at any time that it will not build the Interchange, CITY may dispose
of no more than ten (10) acres of the Interchange Improvement Area as it sees fit subject
to the following:
(i) At least sixty (60) days before entering into
a contract to sell the land, CITY shall notify Winchester of the terms of the proposed
contract and offer to sell the land to Winchester on the same or better terms. (As used in
this paragraph, "terms" shall include all contractual provisions, including, but not limited to,
price, timing, financing, conditions and contingencies.) Winchester may exercise this right
of first offer by giving CITY written notice within sixty (60) days of receipt of CITY's offer.
Winchester's failure to timely exercise this right shall be deemed a refusal to exercise the
right, after which CITY may proceed with the proposed sale on the terms in the notice to
Winchester. If Winchester exercises this right, the parties shall split equally the costs of
escrow and title. CITY shall give new notice to Winchester each time the terms of a
proposed sale change. If CITY chooses to sell the property in increments, Winchester's
right of first offer shall expire as to each increment of land upon its sale to a third party, if
CITY had properly notified Winchester of the proposed sale. Winchester's right of first
offer shall not otherwise expire, and it shall belong to Winchester, its successors and its
assigns. The foregoing right of first offer language shall also be incorporated into the deed
by which Winchester initially conveys the land to CITY.
(ii) CITY shall use the proceeds of any such
sale, whether to Winchester or to a third party, for traffic and circulation improvements that
directly benefit the Winchester Property.
(iii) Any land in excess of ten (10) acres that
Winchester conveyed to CITY shall be returned without cost to Winchester immediately
upon Caltrans' determination not to construct the interchange.
4.3.3.5 Effect. Winchester shall be in default under this Agreement
if it fails to convey the Interchange Improvement Area as provided above. However, once
Winchester has conveyed the Interchange Improvement Area, it shall be deemed to have
fulfilled all of its obligations under this Agreement and no further Development restrictions
pursuant to Section 4.3.4-shall remain with respect to the Winchester Property.
4.3.3.6 Maintenance. Following the conveyance and preceding the
construction of the interchange, CITY shall maintain the Interchange Improvement Area
in a clean and hazard-free manner.
4.3.3.7 Cooperation. The City will continue to work with Caltrans
in an effort to cause the Project Study Report to be completed and approved on or before
January 1, 2003. CITY shall share the information it receives from Caltrans with Owner
11086\0092\661966.1
27 8/16/01
subject only to any requirement from Caltrans that the information be kept confidential.
Owner agrees to keep all CITY provided information confidential and not to disclose or
discuss the information with any third party.
4.3.4 DevelopmentAffected bythe Interchange Improvements. Waiting
to designate the Interchange Improvement Area may interfere with Development of the
Winchester Property. The Parties shall use their best efforts to minimize this interference,
as follows:
4.3.4.1 Connecting Arterials Plan. OWNER shall, on or before
September 1, 2002, submit to the CITY an alignment and grade plan identifying the
location of the Connecting Arterials. CITY shall consider in good faith and approve or
reject this proposed Connecting Arterials Plan within thirty (30) days of Caltrans' approval
of the Project Study Report, but no later than January 1, 2003. If there is an approved
Project Study Report, the Connecting Arterials Plan shall conform to the Project Study
Report. If there is not an approved Project Study Report, CITY shall approve the
Connecting Arterials Plan consistent with the interchange location and area established by
CITY using the criteria set forth in Section 4.3.3.2.2. If there is not an approved Project
Study Report and CITY has not otherwise set the location of the Interchange Improvement
Area on or before January 1, 2003, the Connecting Arterials Plan shall conform to the
alignment for Date Street and Ynez Road depicted in CITY's General Plan as of the
Effective Date.
4.3.4.2 Effect of Restriction.
4.3.4.2.1 Grading. Before and after conveyance of the
Interchange Improvement Area, OWNER shall have the right to enter upon, grade and/or
fill any or all of the Property including the Interchange Improvement Area in its sole
discretion. Nothing in this Agreement shall be construed so as to limit OWNER's ability to
grade any or all of its Property, and CITY shall issue grading permits for any or all of the
Property upon proper application by OWNER.
4.3.4.2.2 Improvements. Before approval of the
Connecting Arterials Plan, OWNER shall not construct permanent improvements within the
Limited Development Area on Attachment 10. After approval of the Connecting Arterials
Plan, any and all restrictions on Development of the OWNER Property (except the
Interchange Improvement Area) imposed by Section 4.3.4 shall terminate, and OWNER
shall have the vested right, pursuant to this Agreement, to construct permanent
improvements anywhere on the Property except the Interchange Improvement Area.
4.3.4.3 Effect of Connecting Arterial Plan. The Connecting
Aderials Plan, as proposed by OWNER and approved by CITY, will refine the alignments
at certain roads shown by the Specific Plan. Because the road alignments anticipated by
11086\0092\661966.1
2 8 8/16/01
the Specific Plan are approximate, such plans should not and shall not be considered
"amendments" to the Specific Plan requiring public hearings. The Director of Public Works
is hereby granted the authority to determine that the alignment substantially conforms to
the adopted Specific Plan. CITY and OWNER shall cooperate in the preparation of
necessary figures, text and maps.
4.3.5 Quimby Credits. The CITY's Subdivision Ordinance parkland
dedication requirements ("Quimby Act"), would require the Lennar Development to
dedicate 26.75 acres, or pay an equivalent in lieu fee. Because the Winchester
Development includes only commercial uses, the Winchester Development does not have
a Quimby Act obligation. The proposed park facilities within the Project satisfy the Project's
obligations under the Quimby Act. CITY shall not exact any additional Quimby Act
dedications or contributions from the Development.
4.3.6 Liens, Encumbrances and Environmental Conditions. All real
property offered for dedication to the CITY pursuant to this Agreement shall be free and
clear of any and all matters of record require the direct payment of money (excluding all
non-delinquent taxes and assessments), including but not limited to, deeds of trust and
mechanic liens. The real property shall also be offered free of other encumbrances of
record that would prevent the CITY from using such dedicated facility for its intended use
as identified herein or as reasonably inferred as relating to the intended use. Further the
real property shall be warranted, to the best of OWNER's actual knowledge, to be free of
any known environmental conditions that would prevent the real property from being used
as intended by the CITY. OWNER shall provide the CITY copies of all reports,
investigations and analysis that discuss the environmental condition of the real property.
In the event the real property which is to be offered as required by the Development Plan
cannot be offered in the condition required by this Section 4.3.6, the OWNER and CITY
shall mutually cooperate to either cause the redesign of the applicable plan or the
acquisition of the necessary real property.
4.4 Public Financing.
In consideration for OWNER's commitments under this Agreement to provide
the public improvements described in Attachment 5, the CITY agrees to use best efforts
to cause the Public Financing in accordance with the terms and conditions contained in the
Public Facilities Financing Plan, such that at the closing and issuance of bonds pursuant
thereto, there will be deposited in an improvement account and made available to OWNER
for reimbursement of OWNER's costs incurred in acquisition, construction and delivery of
public facilities referenced in the Financing Plan, a total deposit of $5,150,000.00 as
provided in the Financing Plan. Owner shall commence and pursue diligently to
completion all public improvements described in Attachment 5 within the time frames set
forth in that Attachment 5 and other time frames or phasing for the referenced facilities
provided in this Development Agreement. As security for OWNER's completion of the
11086\0092~661966.1
29 8/16/01
public improvements within time frames set forth in Attachment 5, OWNER shall provide
a Corporate Security upon terms and conditions as acceptable to both Lennar and CITY
prior to commencement of work.
4.5 Development Agreement Fee. A routine term negotiated by CITY as
consideration for entering into a development agreement, is a development agreement fee.
The CITY agrees that the OWNER and the Project will not have to pay a development
agreement fee of any kind because Lennar has agreed to put up the security required by
Section 2.5.4.
4,6 Public Art, Open Space and Habitat Preservation. In consideration of
CITY's performance pursuant to the terms of this Agreement, Lennar agrees to pay a fee
of Two Hundred Dollars ($200) per dwelling unit which the CITY agrees to use for public
art, open space and habitat preservation programs. The fee will be paid upon the issuance
of a building permit for a dwelling unit. The CITY agrees to use all proceeds of the fee it
designates as being the public art component of the fee paid pursuant to this Section on
projects located within the Lennar Property. The CITY shall consult with, but shall not be
bound by the response of, the Lennar or its designee on the use of the fees collected for
public art. CITY agrees that a public art, open space and habitat preservation fee will not
be imposed against the commercial components of the Project.
4.7 Smart Shuttle Program. In consideration of the CITY's performance
pursuant to the terms of this Agreement, Lennar agrees to participate with the Riverside
Transportation Authority (RTA) and CITY to further the RTA's "Smart Shuttle" program.
Lennar's participation shall consist of providing funding not to exceed a total of Three
Hundred Thousand Dollars ($300,000.00) over a two (2) year period to further the "Smart
Shuffle" program as defined by any agreement entered into between the CITY and RTA.
The funds may be used to further any objective of the Agreement between the CITY and
RTA. Payments as requested by City shall commence within thirty (30) days of an
agreement between the CITY and RTA addressing the "Smart Shuttle" Program and use
of the funds provided by Lennar. Lennar shall have the right to terminate its payments
pursuant to the "Smart Shuffle" program and all of its further obligations under this Section
4.7 shall cease if RTA ceases to operate the "Smart Shuttle" program, for a period of thirty
(30) days or more.
4.8 Transfer of Credits. CITY acknowledges and agrees that any credits
described herein that are not used by OWNER for the Development are the personal
property of OWNER and may be transferred or assigned for use as credit against DIF
obligations imposed as a condition of the development of the Property by others.
4.9 Public Recreation Amenities. In accordance with the Specific Plan Lennar
is required to design and construct a lake, lake park and amphitheater for public and
private use. These amenities are provided in addition to other required public and private
11086\0092\661966.1 30 8/16/01
recreation features required by the Specific Plan. CITY desires to obtain title to the Lake,
Lake Park and Amphitheater subsequent to the time the improvement of these amenities
have been completed, for the purpose of allowing regulated use by the public. Lennar
desires to convey fee title to the completed facilities to the CITY, subject to certain as yet
unfinalized terms and conditions. CITY is willing to accept the dedication of the Lake, Lake
Park and Amphitheater so long as the final terms and conditions are acceptable. Lennar
and the CITY shall, prepare and execute an agreement that controls the rights and
responsibilities of the Parties or their successors in interest with respect to the Lake, Lake
Park and Amphitheater. The agreement shall address incorporate the following terms and
conditions:
4.9.1 Lake,
4.9.t.1 Desiqn. Lennar, at its own cost shall design the Lake,
including necessary access ways and pipelines, easement and collateral structures
consistent with the requirements of the Specific Plan. CITY shall have the right to
participate in the design process, including the review and the CITY approval of the final
lake design. Lennar, at its sole cost, shall make its Lake consultant available to the CITY
and cause the Lake and appurtenances to be constructed pursuant to all requirements of
law.
4.9.1.2 Maintenance and Operation. The agreement shall provide:
a. foran allocation of funding responsibilities for the
ongoing maintenance and operation of the Lake on a fifty percent share basis between the
CITY and Lennar or its HOA, including a consideration of various public finance
mechanisms applicable to Harveston, for the Lennar/HO^ share;
b. that the CITY shall exclusively conduct or cause
to be conducted all elements of maintenance of the water and the subsurface area of the
Lake, using where required qualified professionals and consult with Lennar regarding
maintenance issues;
c. that Lennar or its HO^ shall exclusively maintain
and manage'the Lake concession use, as the same is-agreed to by Lennar and CITY;
d. for rules and regulations regarding the use of the
surface and waters of the Lake including those affecting hours of operation, safety, priority
of competing users and rules designed to address the impact of the recreational facilities
upon adjacent land uses;
e. approaches to minimizing the need to develop
additional parking within Harveston which may adversely affect development of housing
11086\0092\661966.1
31 8/16/01
or commercial areas, such as the use of Smart Shuffles, consideration of revised bus
routes with RTA and use of other areas owned by the CITY or other entities for event
parking;
f. contingency provisions responding to water
shortages, cessation of use gee-technical risk occurrences and Lake site reuse.
4.9.2 Lake Park.
4.9.2.1 Desiqn. Lennar at its own sole cost shall design the Lake
Park, including all necessary access ways, easements and appurtenances consistent with
the requirements of the Specific Plan. CITY shall have the right to participate in the Lake
Park design process. Upon approval of the design by CITY, Lennar shall, at its own sole
cost, construct the Lake Park pursuant to such approved plan.
4.9.2.2 Maintenance and Operation. The agreement shall provide:
a. for an allocation of one hundred percent (100%)
funding responsibilities for the maintenance and operation of the Lake Park by Lennar or
its HOA, including a consideration of various public finance mechanisms applicable to
Harveston, for the Lennar/HOA share;
b. that the CITY shall exclusively conduct or cause
to be conducted all elements of maintenance;
c. for rules and regulations regarding the use of the
Lake Park including those affecting hours of operation, safety, priority of competing users
and rules designed to address the impact of the recreational facilities upon adjacent land
uses.
4.9.3 Amphitheater.
4.9.3.1 Design. Lennar, at its sole cost shall design the
Amphitheater, including all necessary access ways, easements and appurtenances
consistent with the requirements of the Specific Plan. Upon CITY's review and approval
of the plans by the City Council Lennar shall, at its own sole cost, construct the
Amphitheater pursuant to such approved plan.
4.9.3.2 Maintenance and Operation. The agreement shall
provide:
a. an allocation of one hundred percent (100%)
funding responsibilities for the maintenance and operation of the Amphitheater by Lennar
11086\0092\661966.1 32 8/16/01
or its HOA, including a consideration of various public finance mechanisms applicable to
Harveston for the Lennar/HOA share;
b. that the CITY shall exclusively conduct or cause
to be conducted all elements of maintenance;
c. for rules and regulations regarding the use of the
Amphitheater including those affecting hours of operation, safety, priority of competing
users and rules designed to address the impact of the recreational facilities upon adjacent
land uses.
4.9.4 Conveyance.
a. the timing of the conveyance of fee title to the Lake, Lake
Park and Amphitheater property to the CITY;
b. the responsibilities of each of Lennar and CITY as regards
indemnification, insurance and risk management issues (joint, several, third party) arising
from the Lake, Lake Park and Amphitheater designs, construction, funding and usage
activities;
Amphitheater property;
the condition of title to the Lake, Lake Park and
d. related grants, interests, conveyances, licenses and
entitlements necessary for the Lake, Lake Park and Amphitheater.
4.9.5 General Provisions. The agreement shall identify the remedies
available to each respective party which respond to the risks identified in the agreement
and other general normal and customary contract provisions.
4.t0 Advancin,q of Infrastructure Improvements.
4.'10.'1 Agreement to Advance. OWNER, in consideration for CITY's
performance pursuant to the terms of this Agreement, has ag reed to fund more than its fair
share, and construct in advance of when required by the Project EIR, certain infrastructure
improvements more particularly described in Attachment 5. CITY considers these
additional improvements to be the primary consideration, together with the Interchange
Improvement Area supporting its decision to enter into this Agreement and, but for these
Improvements and Interchange Improvement Area, would not have entered into this
Development Agreement.
11086\0092\661966.1 33 8/16/01
4.10.2 OWNER's Improvement Obliqations; CITY initiated improvement
reallocation. Subject to the terms of this Section, OWNER desires to authorize CITY to
adjust the provision by OWNER of the infrastructure improvements required by this
Agreement so as to ensure CITY has the greatest flexibility in causing necessary
infrastructure improvements to be accomplished. CITY's ability to cause the reallocation
of infrastructure improvements described in Attachment 5 is subject to (i) the CITY first
ensuring that the deferred infrastructure improvements will be funded by CITY and
completed or cause to be completed by CITY in conformance with the Project EIR unless
the change involves the substitution of an improvement required by Attachment 5 to
mitigate impacts as set forth in the EIR; (ii) the reallocation not resulting in an increase in
the total obligations, whether monetary or otherwise, of OWNER; (iii) the reallocation not
resulting in a delay of, or a limit on, the Development of the Project; and (iv) the
reallocation not requiring the financing or construction of the infrastructure improvements
described in Attachment 5 at a date earlier than required by this Agreement. The terms
and conditions agreed upon to accomplish the adjustment shall be set forth in an Operating
Memoranda.
4.11 Street Light Payment. OWNER agrees to pay to CITY, upon written
demand by CITY, the amounts of money necessary to operate the street lights on or to be
installed on the Property at a Level of Service "B", as the same is applied by the CITY on
a city-wide basis. This obligation shall terminate when adjacent residential users assume
responsibility for such payment.
4.t2 City of Murrieta Full Share Funding. The CITY acknowledges that Lennar
and the City of Murrieta are to enter into an agreement wherein Lennar will fully fund,
rather than fund only the fair share amount of $603,800.00 for off-site traffic improvements
within the City of Murrieta as identified in the EIR. The CITY will use its best efforts to
facilitate the timely negotiation and execution of the subject agreement so as to ensure this
commitment is satisfied.
5. Indemnification. Except to the extent of the active negligence or willful misconduct
of the Indemnified Parties (as defined below), Lennar, with respect to the portion of the
Lennar Property owned by Lennar, Winchester, with respect to the portion of the
Winchester Property owned byWinchester, and the Development Transferee, with respect
to the portion of the Property transferred to that Development Transferee, agree that during
the Term of this Agreement, to defend the CITY and its agents, officers, contractors,
attorney, and employees (the "Indemnified Parties") from and against any claims or
proceeding against the Indemnified Parties to set aside, void or annul the approval of this
Agreement. Lennar, Winchester and Development Transferee may be individually referred
to herein as "Indemnifying Party" and collectively as "Indemnifying Parties". Each
Indemnifying Party shall retain settlement authority with respect to any matter concerning
that Indemnifying Party provided that prior to settling any such lawsuit or claim with respect
to that Indemnifying Party, the Indemnifying Party shall provide the CITY and the other
11086\0092\661966.1
34 8/16101
Indemnifying Parties with a minimum ten (10) business days written notice of its intent to
settle such lawsuit or claim. If the CITY or the other Indemnifying Parties, in their
reasonable discretion, do not desire to settle such lawsuit or claim, it may notify the
applicable Indemnifying Party of the same, in which event the applicable Indemnifying
Party may still elect to settle the lawsuit or claim as to itself, but the non-settling parties
may elect to continue such lawsuit, at their cost and expense, so long as: (i) with respect
to the CITY, the CITY's decision is predicated upon a legitimate and articulated threat to
either the exercise of its police powers or a risk of harm to those present within the CITY;
or (ii) with respect to the other Indemnifying Parties, the decision is predicated upon a
legitimate and articulated threat to the Development of that Indemnifying Party's property.
6. Relationship of Parties. OWNER is not the agent or employee of the CITY. The
CITY and OWNER hereby renounce the existence of any form of joint venture or
partnership between them, and agree that nothing contained in this Agreement or in any
document executed in connection with the Project shall be construed as making the CITY
and OWNER joint ventures or partners.
7. Periodic Review of Compliance with Aqreement.
7.'1 Periodic Review. The CITY and OWNER shall review this Agreement once
every 12-month period from the Effective Date until the Agreement terminates. The CITY
shall notify OWNER in writing of the date for review at least thirty (30) days prior thereto.
7.2 Good Faith Compliance. During each periodic review, OWNER shall be
required to demonstrate good faith compliance with all material terms of this Agreement.
The parties recognize that this Agreement and the documents incorporated herein could
be deemed to contain hundreds of requirements and that evidence of each and every
requirement would be a wasteful exercise of the parties' resources. Accordingly, OWNER
shall be deemed to have satisfied its good faith compliance when it presents evidence of
substantial compliance with the material provisions of this Agreement. Generalized
evidence or statements of compliance shall be accepted in the absence of any evidence
that such evidence is untrue.
7.3 Failure to Conduct Annual Review. The failure of the CITY to conduct the
annual review shall not constitute, or be asserted by OWNER or CITY as a breach of this
Agreement.
7.4 Initiation of Review by City Council. In addition to the annual review, the
City Council may at any time initiate a review of this Agreement by giving written notice to
OWNER. The Notice must describe in detail the specific issues which caused the CITY
to question OWNER'S good faith compliance and the evidence the CITY believes is
necessary for the review. Within thirty (30) days following receipt of such notice, OWNER
shall submit evidence to the CITY Council of OWNER's good faith compliance with this
11086\0092\661966.1
35 8/16/01
Agreement and such review and determination shall proceed in the same manner as
provided for the annual review. The City Council shall initiate its review pursuant to this
Section 7.4 only if it has probable cause to believe the CITY's general health, safety or
welfare is at risk as a result of specific acts or failures to act by OWNER in violation of this
Agreement.
7.5 Administration of Agreement. Any final decision by the CITY staff
concerning the interpretation and administration of this Agreement and Development of the
Property in accordance herewith may be appealed by OWNER first to the Planning
Commission and thereafter to the City Council, provided that any such appeal shall be filed
with the City Clerk within thirty (30) days after OWNER receives written notice that the staff
decision is final all as pursuant to routine planning appeal procedures. The City Council
shall render, at a noticed public hearing, its decision to affirm, reverse or modify the staff
decision within thirty (30) days after the appeal was filed.
7.6 Availability of Documents. If requested and reimbursed for all costs, by
OWNER, the CITY agrees to provide to OWNER copies of any documents, reports or other
items reviewed, accumulated or prepared by or for the CITY in connection with any
periodic compliance review by the CITY, provided OWNER reimburses the CITY for all
reasonable and direct costs and fees incurred by the CITY in copying the same. The CITY
shall respond to OWNER's request on or before ten (10) business days have elapsed from
the CITY's receipt of such request.
8. Events of Default: Remedies and Termination. Unless amended as provided in
Section 3.5, or modified or suspended pursuant to Section 3.2.2 or terminated pursuant
to this Section 8, this Agreement is enforceable by CITY, OWNER or express assignee
under Section 2.5.3 hereto.
8.1 Defaults by OWNER. If, after following the procedures established in
Section 7 hereof, the CITY determines on the basis of a preponderance of the evidence
that Lennar or Winchester or a Development Transferee has not complied in good faith
with the material terms and conditions of this Agreement, the CITY shall, by written notice
to Lennar, Winchester, and the applicable Development Transferee, specify the manner
in which the allegedly defaulting party has failed to so comply and state the steps the
allegedly defaulting party must take to bring itself into compliance. If, within thirty (30)
days after the effective date of notice from the CITY specifying the manner in which the
allegedly defaulting party has failed to so comply, the allegedly defaulting party does not
commence all steps reasonably necessary to bring itself into compliance and thereafter
diligently pursue such steps to completion, then the allegedly defaulting party shall be
deemed to be in default under the terms of this Agreement and the CITY may terminate
this Agreement with respect solely to the allegedly defaulting party's property pursuant to
Government Code Section 65865.1 or may seek specific performance as set forth in
Section 8.3.
11086\0092\661966.1
36 8/16/01
8.2 Defaults by_CITY. If OWNER determines on the basis of a preponderance
of the evidence that the CITY has not complied in good faith with the terms and conditions
of this Agreement, OWNER shall, by written notice to the CITY, specify the manner in
which the CITY has failed to so comply and state the steps the CITY must take to bring
itself into compliance. If, within sixty (60) days after the effective date of notice from
OWNER specifying the manner in which the CITY has failed to so comply, the CITY does
not commence all steps reasonably necessary to bring itself into compliance as required
and thereafter diligently pursue such steps to completion, then the CITY shall be deemed
to be in default under the terms of this Agreement and OWNER may terminate this
Agreement and, in addition, may pursue any other remedy available at law or equity,
including specific performance as set forth in Section 8.3.
8.3 Specific Performance Remedy. Due to the size, nature and scope of the
Project, it may not be practical or possible to restore the Property to its natural condition
once implementation of this Agreement has begun. After such implementation, OWNER
may be foreclosed from other choices it may have had to utilize the Property and provide
for other benefits. CITY and OWNER has already invested significant time and resources
and performed extensive planning and processing of the Project in agreeing to the terms
of this Agreement and will be investing even more significant time and resources in
implementing the Project in reliance upon the terms of this Agreement, and it may not be
possible to determine the sum of money which would adequately compensate OWNER for
such efforts. For the above reasons, the CITY and OWNER agree that damages may not
be an adequate remedy if the CITY or OWNER fails to carry out its obligations under this
Agreement and that CITY or OWNER shall have the right to seek and obtain specific
performance as a remedy for any breach of this Agreement. Notwithstanding the
foregoing, if the CITY is authorized by Section 8.4.1 to withhold an approval or permit upon
a specified condition being satisfied by Lennar, Winchester or a Development Transferee
in the future, and if Lennar, Winchester or a Development Transferee then fails to satisfy
such condition, the CITY may be entitled to specific performance for the sole purpose of
causing that nonperforming party, and only that nonperforming party, or any other party
with an express obligation under the Agreement to so perform the condition, to satisfy such
condition as a condition of granting the approval or issuing the permit. The CITY's right to
specific performance shall be limited to those circumstances set forth above, and the CITY
shall have no,~;ig_ht-to seek~sp, ecific_performance to cause OWNER or a Development
Transferee to*-otherwise proceed with the Development of the Project in any manner.
Notwithstanding the above, to the extent Attachment 5 requires the completion and
acceptance of an infrastructure improvement specified in Attachment 5 prior to the
issuance of a particular Future Development Approval, and OWNER requests that the
CITY approve the Future Development Approval, the CITY may seek specific performance
of the construction of that infrastructure improvement as a condition of issuance of that
Future Development Approval.
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37 8/16/01
8.4 Institution of Leqal Action. Any legal action hereunder shall be heard by
a reference from the Riverside County Superior Court pursuant to the reference
procedures of the California Code of Civil Procedure Sections 638, et seq. OWNER and
the CITY shall agree upon a single referee who shall then try all issues, whether of fact or
law, and report a finding and judgment thereon and issue all legal and equitable relief
appropriate under the circumstances of the controversy before him. If OWNER and the
CITY are unable to agree on a referee within ten (10) days of a written request to do so by
either party hereto, either party may seek to have one appointed pursuant to the California
Code of Civil Procedure Section 640. The cost of such proceeding shall initially be borne
equally by the parties. Any referee selected pursuant to this Section 8.4 shall be
considered a temporary judge appointed pursuant to Article 6, Section 21 of the California
Constitution.
8.4.1 Effect of Noncompliance. Notwithstanding the foregoing, to the
extent the Development Plan Approval(s) expressly provide(s) that Development of the
Project or a portion thereof is directly dependent upon the performance of material
obligations assumed by a Development Transferee and/or OWNER, which material
obligations have not been performed, the CITY may, in its reasonable discretion, withhold
any approvals, including, without limitation, certificates of occupancy, with respect to those
directly dependent portions of the Project from OWNER and/or the Development
Transferee until such obligations have been substantially performed. CITY agrees that
CITY will not withhold approvals if the OWNER or the Development Transferee provides
security for the provision of Public Infrastructure Improvements.
8.4.1.1 Non Compliance by Development Transferee. From and
after the assumption of obligations under this Agreement by a Development Transferee
pursuant to Section 2.5, noncompliance by any such Development Transferee with a
material term and condition of this Agreement assumed by such Development Transferee
shall entitle CITY to pursue any and all of its rights under this Agreement against such
Development Transferee. Such noncompliance by Development Transferee shall not be
deemed a default or grounds for termination hereof with respect to, or constitute cause for
CITY to initiate enforcement action against or withhold any approvals from, OWNER or
other persons then owning or holding an interest in the property or any portion of the
Property, ~regardless of the ownership.
8.4.1.2 Noncompliance by Lennar. Noncompliance by Lennar with
respect to any material term and condition of this Agreement assumed by Lennar shall
entitle CITY to pursue any and all of its rights under this Agreement against Lennar. Such
noncompliance by Lennar shall not be deemed a default, grounds for specific performance
or grounds for termination hereof with respect to, or constitute cause for CITY to initiate
enforcement action against or withhold any approvals from a Development Transferee,
Winchester or other persons then owning or holding interest in the 1-A or any portion of the
Property, regardless of ownership.
11086\0092\661966.1
38 8/16/01.
8.4.1.3 Noncompliance by Winchester. Noncompliance by
Winchester with respect to any material term and condition of this Agreement assumed by
Winchester shall entitle CITY to pursue any and all of its rights under this Agreement
against Winchester, but, such noncompliance by Winchester shall not be deemed a
default, grounds for specific performance or grounds for termination hereof with respect
to, or constitute cause for CITY to initiate enforcement action against or withhold any
approvals from a Development Transferee, Lennar or other persons then owning or holding
interest in the 1-B Property or any portion of the Property, regardless of ownership.
8.5 Estoppel Certificates. A party may at any time deliver written notice to the
other party requesting an estoppel certificate (the "Estoppel Certificate"). A party receiving
a request for an Estoppel Certificate shall provide a signed certificate to the requesting
party within thirty (30) days after receipt of the request. The City Manager or any person
designated by the City Manager may sign Estoppel Certificates on behalf of the CITY. Any
officer or member of a private party may sign on behalf of that party. An Estoppel
Certificate is intended to be relied on by assignees and mortgagees. If that one party
requests an Estoppel Certificate from the other, the requesting party shall reimburse the
other party for all reasonable and direct costs and fees incurred by such party with respect
thereto. The Estoppel Certificate shall address issues such as whether:
8.5.1 The Agreement is in full force and effect and is a binding obligation
of the parties.
8.5.2 The Agreement has been amended or modified either orally or in
writing and, if so amended, identifying the amendments.
8.5.3 A default in the performance of the requesting party's obligations
under the Agreement exists and, if a default does exist, the nature and amount of any
default.
9. Waivers and Delays.
9.1 No Waiver. Failure by a party to insist upon the strict performance of any of
the provisions of this Agreement by the other party, and failure by a party to exercise its
rights upon a d~fault by the other party hereto, shall not constitute a waiver of such party's
right to demand strict compliance by such other party in the future.
9.2 Third Parties. Non-performance shall not be excused because of a failure
of a third person, except as provided in Sections 9.3 or 9.4.
9.3 Force Majeure. A party shall not be deemed to be in default where failure
or delay in performance of any of its obligations under this Agreement is caused by floods,
earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other
11086\0092\661966.1
39 8/16/01
labor difficulties beyond that party's control, action or inaction by the CITY, other
governmental bodies or public utilities other than those related to the normal and
customary processing of Future Development Approvals or any modifications to the
Development Plan Approval(s), judicial decisions, litigation regarding the Development
Plan Approval(s) or Future Development Approvals or other similar events. To the extent
applicable to the Project and Property pursuant to Section 3.4 hereof, government
regulations (including, without limitation, local, state and federal environmental and natural
resource regulations), voter initiative or referenda or m. oratoria (including, without limitation,
any "development moratorium" as that term ~s applied in Government Code
Section 66452.6) constitute force majeure events.
9.4 Extensions. The Term of this Agreement and the time for performance by
a party of any of its obligations hereunder or pursuant to the other Development Plan
Approval(s) shall be extended by the actual period of time that any of the events described
in Section 9.3 exist and/or prevent performance of such obligations. Notwithstanding
anything to the contrary herein, the performance by CiTY of its obligations shall not be
delayed or extended by the action or inaction of the CITY.
9.5 Notice of Delay. OWNER or CITY shall give notice to the other party of any
delay which OWNER or CITY anticipates or believes to have occurred as a result of the
occurrence of any of the events described in Sections 9.3 or 9.4. In no event, however,
shall notice of a delay of any length be given later than thirty days after the end of the delay
or ten (10) days before the end of the Term (unless the cause of the delay arises during
that time), whichever comes first.
10. Notices. All notices required or provided for under this Agreement shall be in
writing and delivered in person, sent by certified mail, postage prepaid, return receipt
requested or by Federal Express or other similar nationwide overnight delivery service.
Notices required to be given to the CITY shall be addressed as follows:
City of Temecula
43200 Business Park Drive
Post Office Box 9033
Temecula, CA 92589-9033
Attention: Planning Director
11086\0092\661966,1
40
8/16/01
With a copy to:
Richards, Watson & Gershon
Thirty-Eighth Floor
333 South Hope Street
Los Angeles, CA 90071-1469
Attention: Peter M. Thorson, City Attorney
Notices required to be given to OWNER shall be addressed as follows:
Lennar
Lennar Communities
6529 Riverside Avenue, Suite 133
Riverside, CA 92506
Attention: Ray Becker
With a copy to:
Luce, Forward, Hamilton & Scripps LLP
600 West Broadway, Suite 2600
San Diego, CA 92101
Attention: Craig K. Beam, Esq.
Winchester
Winchester Hills I LLC
P.O. Box 261109
San Diego, CA 92196-1109
Attention: Stephen A. Bieri
With a copy to:
Hecht, Solberg, Robinson & Goldberg, LLP
600 West Broadway, 8th Floor
San Diego, CA 92101
Attention: Richard A. Schulman and Paul E. Robinson
Any notice given as required by Section 10 shall be deemed given only if in writing and
upon delivery as provided for in this Section 10. A party may change its address for
notices by giving notice in writing to the other party as required by this Section 10 and
thereafter notices shall be addressed and transmitted to the new address.
11086\0092\661966.1
41 6/16/01
11. Attorneys' Fees. If legal action is brought by any party against another for breach
of this Agreement, including actions derivative from the performance of this Agreement,
or to compel performance under this Agreement, the prevailing party shall be entitled to
an award of its costs, including reasonable attorneys' fees, and shall also be entitled to
recover its contribution for the costs of the referee referred to in Section 8.4 above as an
item of damage and/or recoverable costs.
12. Recording. This Agreement and any amendment or cancellation hereto shall be
recorded, at no cost to the CITY, in the Official Records of Riverside County by the City
Clerk within the period required by Section 65868.5 of the Government Code.
13. Effect of Aqreement on Title.
13.1 Effect on Title. OWNER and the CITY agree that this Agreement shall not
continue as an encumbrance against any portion of the Property as to which this
Agreement has terminated or released.
13.2 Encumbrances and Lenders' Ri,qhts. The mortgagee of a mortgage or
beneficiary of a deed of trust encumbering the Property, or any part thereof, and their
successors and assigns shall, upon written request to CITY, be entitled to receive from
CITY written notification of any default by OWNER of the performance of OWNER's
obligations under the Agreement which has not been cured within the time frame
established in Section 8.1 hereof.
13.2.1 Notwithstanding OWNER's default, this Agreement shall not be
terminated by CITY as to any mortgagee or beneficiary to whom notice is to be given and
to which either or the following is true:
(i) the mortgagee or beneficiary cures any default by
OWNER involving the payment of money within ninety (90) days after receipt from CITY
of the written notice of default;
(ii) as to defaults requiring title or possession of the
Property or any portion thereof to effectuate a cure: (i) the mortgagee/beneficiary agrees
in writing, within ninety (90) days after receipt from CITY of the written notice of default, to
perform the proportionate share of OWNER's obligations under this Agreement allocable
to that part of the Property in which the mortgagee/beneficiary has an interest conditioned
upon such mortgagee's/beneficiary's acquisition of the Property or portion thereof by
foreclosure (including a trustee sale) or by a deed in lieu of foreclosure; (ii) the
mortgagee/beneficiary commences foreclosure proceedings to reacquire title to the
Property or applicable portion thereof within said ninety (90) days and thereafter diligently
pursues such foreclosure to completion, and (iii) the mortgagee/beneficiary promptly and
diligently commences to cure such Default after obtaining title or possession.
11086\0092\661966.1
42 8/16/01
13.2.2 Notwithstanding Section 13.2.1 of this Agreement, if any
mortgagee/beneficiary is prohibited from commencing or prosecuting foreclosure or other
appropriate proceedings including by any process of injunction issued by any court or by
reason of any action by any court having jurisdiction of any bankruptcy or insolvency
proceeding involving OWN ER, the times specified in Section 13.2.1 of this Agreement for
commencing or prosecuting foreclosure or other proceedings shall be extended for the
period of the prohibition.
13.2.3 The lien of any existing or future deeds of trust recorded against all
or any part of the Property shall be superior and senior to any lien created by this
Agreement or the recordation thereof. At the request of any lender whose loan will be
secured by a deed of trust on all or any part of the Property, CITY shall execute a
subordination agreement subordinating their interest hereunder to the lien of such deed
of trust, which subordination agreement shall be subject to the reasonable approval of
CITY. Nothing in this Agreement shall be deemed to construe, permit, or authorize any
such mortgagee to devote the Property, or any part thereof, for any uses, or to construct
any improvements thereon, other than those uses or improvements provided for or
authorized by this Agreement.
13.2.4 Neither entering into this Agreement nor a breach of this Agreement
shall defeat, render invalid, diminish or impair the lien of any existing or future mortgage
or deed of trust on the Property made in good faith and for value.
13.2.5 Except as provided to the contrary in this Agreement, no mortgagee
or beneficiary shall have an obligation or duty under this Agreement to perform the
obligations of OWNER or other affirmative covenants of OWNER hereunder, or to
guarantee such performance, and no mortgagee or beneficiary shall be liable for any
defaults or monetary obligations of OWNER arising prior to acquisition of title to the
Property by such mortgagee or beneficiary or their respective successors or assigns;
except that to the extent any covenant to be performed by OWNER is expressly identified
in the Development Plan Approval(s) as a condition to the performance of a covenant by
CITY, the performance thereof shall continue to be a condition precedent to CITY's
performance hereunder. If a mortgagee or beneficiary elects to develop the Property in
accordance with the Development Plan Approval(s), the mortgagee or beneficiary shall be
required to assume and perform the obligations or other affirmative covenants of OWNER
under this Agreement.
14. Severability of Terms. If any term, provision, covenant or condition of this
Agreement shall be determined invalid, void or unenforceable, the remainder of this
Agreement shall not be affected thereby if the tribunal finds that the invalidity was not a
material part of consideration for the OWNER or the CITY. If the tribunal finds that the
invalidity was a material part of the consideration, this Agreement will terminate unless
CITY and OWNER agree to amend this Agreement as provided for herein.
11086\0092\661966.1
43 8/16/01
15. Subsequent Amendment to Authorizin.q Statute. This Agreement has been
entered into in reliance upon the provisions of the Development Agreement Legislation in
effect as of the Agreement Date. Accordingly, subject to Section 3.2.2 above, to the extent
that subsequent amendments to the Government Code would affect the provisions of this
Agreement, such amendments shall not be applicable to this Agreement unless necessary
for this Agreement to be enforceable or required by law or unless this Agreement is
modified pursuant to the provisions set forth in this Agreement.
16. Rules of Construction and Miscellaneous Terms.
16.1 Interpretation and Governing Law. The language in all parts of this
Agreement shall, in all cases, be construed as a whole and in accordance with its fair
meaning. This Agreement and any dispute arising hereunder shall be governed and
interpreted in accordance with the laws of the State of California. The parties understand
and agree that this Agreement is not intended to constitute, nor shall be construed to
constitute, an impermissible attempt to contract away the legislative and governmental
functions of the CITY, and in particular, the CITY's police powers. In this regard, the
parties understand and agree that this Agreement shall not be deemed to constitute the
impermissible surrender or abnegation of the CITY's governmental powers over the
Property or any decision arising from the Agreement, directly or indirectly.
16.2 Section Headinqs. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement.
16.3 Gender. The singular includes the plural; the masculine gender includes the
feminine; "shall" is mandatory, "may" is permissive.
16.4 No Joint and Several Liability. No breach hereof by Lennar, Winchester
or Development Transferee shall constitute a breach by the non breaching party. Any
remedy, obligation, or liability, including but not limited to the obligations to defend and
indemnify the CITY, arising by reason of such breach shall be applicable solely to the party
that committed the breach. However, the CITY shall send a copy of any notice of violation
to all OWNERS and Development Transferee, including those not in breach.
16.5 Covenant of Good Faith-and Fair Dealin.q. No party shall do anything
which shall have the effect of materially harming or injuring the right of the other parties to
receive the benefits provided for in this Agreement; each party shall refrain from doing
anything which would render its performance under this Agreement impossible; and each
party shall do everything which this Agreement contemplates that such party shall do in
order to accomplish the objectives and purposes of this Agreement.
16.6 No Waiver of Vesting. Nothing in this Agreement shall be construed as
limiting or impairing any vested rights to proceed with the Development or use of the
11086\0092\661966.1
44 8/16/01
Property arising independently from entitlements, including those approved for the Project,
issued by the CITY or others prior to, concurrently with, or subsequent to the approval of
this Agreement, Federal and State Constitutions, statutes, or decisional law.
16.7 Time of Essence. Time is of the essence regarding each provision of this
Agreement of which time is an element.
16.8 Recitals. All Recitals set forth herein are incorporated in this Agreement as
though fully set forth herein.
16.9 Entire A~reement. This Agreement constitutes the entire agreement
between the-parties with respect to the subject matter hereof, and the Agreement
supersedes all previous negotiations, discussion and agreements between the parties, and
no parol evidence of any prior or other agreement shall be permitted to contradict or vary
the terms hereof.
17. Extension of Maps. In accordance with Government Code Section 66452.6(a), any
tentative map which relates to all or a portion of the Property shall be extended for the
greater of (i) the Term of the Agreement or (ii) expiration of the tentative map pursuant to
Section 66452.6.
18. Not for Benefit of Third Parties. This Agreement and all provisions hereof are for
the exclusive benefit of the CITY and OWNER and its assignees pursuant to Section 2.5
and shall not be construed to benefit or be enforceable by any third party.
19. Attachments. The following attachments are hereby incorporated by reference as
if fully set out in the body of this Agreement.
Attachments
Description
1-A
1-B
1-C
4
5
6
7
8
9
10
11
Legal Description of the Lennar Property
Legal Description of the Winchester Property
Legal Description of the Property
Benefits of the Project
Project Actions and Approvals
Existing Regulations
Public Infrastructure
Intentionally Omitted
Public Finance Plan
Vested Rights
Intentionally Omitted
Limited Development Area
Specific Plan
11086\0092\661966.1
45 8/16/01
20. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year dated below.
Dated: ,2001
"CITY"
CiTY OF
corporation
TEMECULA, a municipal
By:
Name;
Title: Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Dated:
,2001
"OWNER"
LENNAR HOMES,
corporation
INC., a California
By:
Name:
Title: Vice President
By:
Name:
Title:
WINCHESTER HILLS I LLC, a California
limited liability company
By:
Name:
Title:
11086\0092~661966.1
46
8/16/01
State of California
County of Riverside
On
)
) ss
)
before me,
, personally appeared
, personally known to me or proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
Witness my hand and official seal.
Signature of Notary
State of California
County of Riverside
)
) ss
)
On before me personally appeared
, personally known to me or proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
Witness my hand and official seal.
Signature of Notary
11086\0092\661966.1 8/16/01
ATTACHMENT NO. 1-A
Legal Description of the Lennar Property
RBF CONSULTING
27555 YNEZ ROAD, SUITE 400
TEMECULA, CA 92591
May 10, 2001
JN15100181-M1
Page 1 of 5
EXHIBIT "A'
LEGAL DESCRIPTION
LENNAR PROPERTY
That certain parcel of land situated in the City of Temecula, County of Riverside, State of
California, being Lots 136, 143, 144, 145, 161 and 162; together with those portions of
Lots 137, 138, 139, 142, 163, 166, 167, and 168; together with all sreets adjoining said lots
which would pass with the title to said lots, all as shown on a map of the Temecula Land and
Water Company on file in Book 8, Page 359 of Maps, Records of San Diego County,
California; and also together with a portion of Parcel 4 of Parcel Map No. 19677 as shown
on a map filed in Book 135, Pages 85 and 86 of Parcel Maps in the Office of the County
Recorder of said Riverside County, described as a whole as follows:
BEGINNING at the most westerly corner of said Lot 136, said corner being a point on the
centerline of Jackson Avenue;
thence along said centerline through the following courses: South 41°38'09'' East 1290.73 feet
to the most westerly corner of said Lot 137;
thence South 42°14'33'' East 1290.79 feet to the most southerly corner of said Lot 137;
thence South 41°52'47" East 741.98 feet to the boundary line of Parcel Map No. 21361 filed in
Book 139, Pages 89 and 90 of Parcel Maps in the Office of the County Recorder of said
Riverside County;
thence leaving said centerline, along said boundary line through the following courses: North
30°07'20'' East 55.26 feet to an angle point therein;
thence South 59°52'40" East 100.00 feet;
thence South 13°39'32'' East 33.24 feet to a point on a non-tangent curve concave northeasterly
and having a radius of 811.00 feet, a radial line of said curve from said point bears
North 30°07'20" East;
Exhibit "A"
Legal Description
Lennar Property
May 10, 2001
JN 15100181-M1
Page 2 of 5
thence along said curve southeasterly 397.97 feet through a central angle of 28°06'57" to a
point of reverse cmwature with a curve concave southwesterly and having a radius of 889.00
~o '9"
feet, a radial line of said curve from said point bears South 0_ 00 _3 West;
thence along said curve southeasterly 422.79 feet through central angle of 27°14'56";
thence tangent from said curve South 60°44'41" East 39.00 feet;
thence South 60°56'17'' East 936.88 feet to the most easterly coruer of said Parcel Map and a
point in the northwesterly line of the Santa Gertrudis Channel as described in a deed recorded
November 8, 1991 as Instrument No. 389573 of Official Records in said Office of the Riverside
County Recorder;
thence leaving said boundary line, along said northwesterly line of the Santa Gertrudis Channel
North 32°39'01'' East 109.75 feet to an angle point in the northwesterly line of Parcel "A' as
described in a deed recorded October 30, 1991 as Instrument No. 375618 of Official Records
in said Office of the Riverside County Recorder;
thence along said northwesterly line the Santa Gertrudis Channel as described in said
Parcel "A" through the following courses: North 37°12'02'' East 1203.85 feet;
thence North 21°20'13'' East 133.00 feet to the beginning of a tangent curve concave
southeasterly and having a radius of 50.00 feet;
thence along said curve northeasterly 58.04 feet through a central angle of 66°30'33";
thence non-tangent from said curve South 87°51'25'' East 55.00 feet to a point on a non-tangent
curve in the centerline of Margarita Road concave easterly and having a radius of 1200.00 feet,
a radial line of said curve from said point bears South 87°51'25" East;
thence leaving said northwesterly line, along said centerline through the following courses:
along said curve northerly 632.82 feet through a central angle of 30°12'53";
thence tangent from said curve North 32°21'28" East 745.62 feet to the beginning of a tangent
curve concave westerly and having a radius of 1600.00 feet;
thence along said curve northerly and northwesterly 2100.47 feet through a central angle of
75o13'03";
Exhibit "A"
Legal Description
Lennar Property
Ma), 10, 2001
.IN 15100181-M1
Page 3 of 5
thence tangent from said curve North 42°51'35" West 1399.68 feet to the centerline of Date
Street;
thence leaving said centerline of Margarita Road, along said centerline of Date Street through
the following courses: South 48011'45" West 751.48 feet to the most northerly comer of said
Lot 161;
thence South 47°56'13'' West 1324.74 feet to the most westerly comer of said Lot 161;
thence leaving said centerline North 41°46'09'' West 1295.09 feet to the most northerly comer
of said LOt 145;
thence South 48°08'27'' West 1322.95 feet to the most northerly comer of said Lot 136;
thence South 47°28'~" West 1322.70 feet to the POINT OF BEGINNING:
EXCEPTING therefrom a school site described as follows: COMMENCING at the centerline
intersection of Margarita Road with Rustic Glen Drive as shown on a map of Tract No. 21340-
6 filed in Book 183, Pages 92 through 94 of Maps in the Office of the County Recorder of said
Riverside County, said intersection being a point on a curve in said centerline of Margarita
Road concave southwesterly and having a radius of 1600.00 feet, a radial line of said curve
from said point bears South 61°27'29" West;
thence along said curve and centerline northwesterly 67.30 feet through a central angle of
02°24'36";
thence radially from said curve South 59002'53'' West 55.00 feet;
thence South 15°15'11" West 33.20 feet;
thence South 61027'29'. West 413.60 feet;
thence North 66°37'11" West 29.19 feet to a point on a non-tangent curve concave
southwesterly and having a radius of 739.00 feet, a radial line of said curve from said point
bears South 61°22'37'' West;
thence along said curve northwesterly 5.04 feet through a central angle of 00°23'26";
Exlxibit "A"
Legal Description
Lennar Property
May 10, 2001
JN 15100181-M1
Page 4 of 5
thence tangent from said curve North 29°00'49'' West 92.67 feet to the beginning of a tangent
curve concave southwesterly and having a radius of 789.00 feet;
thence along said curve northwesterly 691.50 feet through a central angle of 50°12'57";
thence radially from said curve South 10°46'14'' West 66.00 feet to a point on a non-tangent
curve concave southwesterly and having a radius of 723.00 feet, said curve being concentric
with and 66.00 feet southwesterly from last said curve, said point being the TRUE POINT OF
BEGINNING;
thence along said curve southeasterly 633.66 feet through a central angle of 50°12'57";
thence tangent from said curve South 29°00'49'' East 92.67 feet to the beginning of a tangent
curve concave westerly and having a radius of 673.00 feet;
thence along said curve southerly 562.64 feet through a central angle of 47°54'02";
thence tangent from said curve South 18°53'13'' West 7.49 feet;
thence South 63°53'13'' West 28.28 feet;
thence North 71°06'47'' West 291.04 feet;
thence North 42°27'45" West 19.18 feet to a point on a non-tangent curve concave
southwesterly and having a radius of 67.00 feet, a radial line of said curve from said point bears
South 76°11'16'' West;
thence along said curve northwesterly and westerly 140.49 feet through a central angle of
120°08'19'' to an intersection with a non-tangent curve concave northeasterly and having a
radius of 370.00 feet, a radial line of said curve from said intersection bears
North 22°06'45'' East;
thence along said curve northwesterly 193.43 feet through a central angle of 29°57'14";
thence tangent from said curve North 37°56'01'' West 105.79 feet to the beginning of a tangent
curve concave southwesterly and having a radius of 530.00 feet;
thence along said curve northwesterly 178.44 feet through a central angle of 19°17'27";
Exhibit "A"
Legal Description
Lennar Property
May 10, 2001
JN15100181-M1
Page 5 of 5
thence tangent from said curve North 57°13'28'' West 104.31 feet;
thence North 35°48'18" East 203.84 feet;
thence North 2.5°32'01" East 358.49 feet to the TRUE POINT OF BEGINNING.
Also, excepting from said Lot 138, the southeast 165.00 feet of the southwest 330.00 feet
(measured from the centerline of Jackson Avenue - vacated) of the northwest one-half of
said lot.
Also, excepting from said Lot 138, the northwest 330.00 feet (measured from the centerline
of Cher~J Street - vacated) of the southwest 330.00 feet (measured from the centerline of
Jackson Avenue - vacated).
CONTAINING: 398.34 Acres, more or less.
SUBJECT To all covenants, rights, rights-of-way and easements of record.
EXHIBIT "A-I" attached hereto and made a part hereof.
This description was prepared by me or under my direction.
Raymond L. Mathe, P.L.S. 6185
My license expires 3/31/02.
H:kPDATA\1510018 l\Ok 1~ ICE\WPWIN~I 8 llg1001.WPD
2000 3000
IOO0
GRAPHIC SCALE
EXHIBIT 'A-I'
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF
LENNAR PROPERTY
I SCALE
MAY 10, 2001 1"=10~'
PCL "A" PER INST. NO. 375618.0.R.
0-30-91 )
INST. NO. 389573,0.R.
<~ (~1-08-9~)
SHEET 1 DF 1 SHEET
CONSULTING 909676.8042 · FAXg09676.7240 - v,~'wRE~F.cc.
IFIELD BOOK I JOB NO
15100181-M1
ATrACHMENT NO. loB
Legal Description of the Winchester Property
RBF CONSULTING
27555 YNEZ ROAD, SUITE 400
TEMECULA, CA 92591
Revised Ju~ 19,2001
May l0,2001
JN15100181-M2
Page 1 of 2
EXHIBIT "B"
LEGAL DESCRIPTION
WINCHESTER HILLS I LLC PROPERTY
That certain parcel of land situated in the City of Temecula, County of Riverside, State of
California, being those portions of Lots 109, 110, 120 and 121 (together with those portions
of vacated Date Street, Monroe Avenue and Jackson Avenue adjoining said lots), all as shown
on a Map of the Temecula Land and Water Company filed in Book 8, Page 359 of Maps,
Records of San Diego County, Caldomia, together with a portion of Parcel 4 of Parcel Map
No. 19677 (together with that portion of Ynez Road adjoining said Parcel 4), all as shown on
a map filed in Book 135, Pages 85 and 86 of Parcel Maps, Records of Riverside County,
California, described as a whole as follows:
BEGINNING at the most northerly corner of said Lot 121, said corner being a point on the
centerline of said Jackson Avenue;
thence along said centerline South 41°38'09'' East 1290.73 feet to the most northerly corner of
said Lot 120;
thence continuing along said centerline South 42°14'33" East 1290.79 feet to the most easterly
corner of said Lot 120;
thence continuing along said centerline South 41°52'47" East 794.56 feet to the centerline of
said Ynez Road;
thence along said centerline of Ynez Road South 30°07'20'' West 432.14 feet to the beginning
of a tangent curve concave southeasterly and having a radius of 1675.00 feet;
thence along said curve southwesterly 699.71 feet through a central angle of 23°56'04" to the
easterly prolongation of a course in the southeasterly line of said Parcel 4 shown as
"North 83°48'37" West" on said Parcel Map;
thence radially from said curve, along said course and prolongation North 83°48'44" West
142.82 feet to an angle point in said southeasterly line;
Exhibit "B"
Legal description
Winchester Hills I LLC Property
Revised July 19, 2001
May 10, 2001
JN 15100181-M2
Page 2 of 2
thence along said southeasterly line South 63°31'52'' West 962.68 feet to the most southerly
comer of said Parcel 4 and a point in the northeasterly line of Interstate 215;
thence along said northeasterly line through the following courses: North 29o26'02'' West
376.97 feet;
thence North 30°35'46" West 450.40 feet;
thence North 28°41'12'' West 758.78 feet;
thence North 18o40'57'' West 346.24 feet;
thence North 28°39'30" West 199.91 feet;
thence North 37°45'11'' West 253.17 feet;
thence North 29°58'20'' West 449.97 feet;
thence North 21°49'02" West 251.95 feet;
thence North 28o24'39'' West 519.02 feet to the northwesterly line of said Lot 121;
thence along said northwesterly line North 48o10'42'' East 1190.56 feet to the POINT OF
BEGINNING.
CONTAINING: 135.24 Acres, more or less.
SUBJECT To all covenants, rights, rights-of-way and easements of record.
EXHIBIT "B-I" attached hereto and made a part hereof.
This description was prepared by me or under my direction.
Raymond L. Mathe, P.L.S. 6185
My license expires 3/31/02.
H:kPDATA\1510018 l\Or l- iCL~WPWIN~ 1811gl002.WPD
1000
1000 2000 3000 '~ <0~
GRAPHIC SCALE
./ 'b
EXHIBIT 'B-1x
ATTACHMENT NO. 2
LEGAL DESCRIPTION OF
WINCHESTER HILLS I
LC PROPERTY
REVIS~ ,JULY 19,---~ SCALE
~Y 10, 2001 1"=1000'
Q PCL "A" PER INST, NO. 375618,0.R.
(~0-30-9~) '
SHEET 1 OF
INST. NO. 3895'73,0.R.
( 1 ~-o8-9 ~ )
1 SHEET
GONSU.LTINB
FIELD ~ B"~'~I'$
JE]B Nfl,
1510018 I'-M2
A'I'I'ACHMENT NO. 1-C
Legal DeScription of the Property
RBF CONSULTING
27555 YNEZ ROAD, SUITE 400
-TEMECULA, CA 92591
Revised July 19, 2001
May 31, 2001
JN 15100181-M3
Page 1 of 6
EXHIBIT "C"
LEGAL DESCRIPTION
LENNAR/WINCHESTER HILLS I LLC PROPERTY
That certain parcel of land situated in the City of Temecula, County of Riverside, State of
California, being Lots 136, 143, 144, 145, 161 and 162; together with those portions of
Lots 109, 110, 120, 121, 137, 138, 139, 142, 163, 166, 167 and 168; together with all streets
adjoining said lots which would pass with the title to said lots, all as shown on a map of the
Temecula Land and Water Company on file in Book 8, Page 359 of Maps, Records of San
Diego County, California; and also together with Parcel 4 of Parcel Map No. 19677 and a
portion of Ynez Road adjoining said Parcel 4 as shown on a map filed in Book 135, Pages 85
and 86 of Parcel Maps in the Office of the County Recorder of said Riverside County,
described as a whole as follows:
BEGINNING at the most northerly comer of said Lot 121, said comer being a point on the
centerline of Jackson Avenue; '
thence along the northwesterly line of said Lot 121 South 48010'42'' West 1190.56 feet to the
northeasterly line of Interstate 215;
thence along said northeasterlyline through the following courses: South 28024'39'' East 519.02
feet;
thence South 21°49'02'' East 251.95 feet;
thence South 29 58 20 E 449.97 feet;
thence South 37°45'11" East 253.17 feet;
thence South 28°39'30" East 199.91 feet;
thence South 18°40'57" East 346.24 feet;
thence South 28°41'12" East 758.78 feet;
Exhibit "C"
Legal Description
Lennar/Winchester Hills I LLC Property
Revised Ju~ 19,2001
May31,2001
JN15100181-M3
Page 2 of 6
thence South 30°35'46" East 450.40 feet;
thence South 29026'02'' East 376.97 feet to the southwesterly comer of said Parcel 4 of Parcel
Map No. 19677;
thence leaving said northeasterly line, along the southerly line of said Parcel 4
North 63°31'52'' East 962.68 feet to an angle point therein;
thence continuing along said southerly line South 83°48'44" East 92.82 feet;
thence continuing South 83048'44" East 50.00 feet to a point on a non-tangent curve in the
centerline of Ynez Road concave southeasterly and having a radius of 1675.00 feet, a radial
line of said curve from said point bears South 83°48'44" East;
thence along said curve and centerline northerly 699.71 feet through a central angle
of 23°56'04";
thence continuing along said centerline, tangent from said curve North 30007'20.' East 432.14
feet to the boundary line of Parcel Map No. 21361 filed in Book 139, Pages 89 and 90 of Parcel
Maps in the Office of the County Recorder of said Riverside County;
thence along said boundary line through the following courses: North 41°52'47" West 52.57
feet to an angle point therein;
thence North 30007'20" East 55.26 feet;
thence South 59°52'40" East 100.00 feet;
thence South 13°39'32'' East 33.24 feet to a point on a non-tangent curve concave northeasterly
and having a radius of 811.00 feet, a radial line of said curve from said point bears
North 30°07'20" East;
thence along said curve southeasterly 397.97 feet through a central angle of 28°06'57" to a
point of reverse curvature with a curve concave southwesterly and having a radius of 889.00
feet, a radial line of said curve from said point bears South 02°00'23'' West;
thence along said curve southeasterly 422.79 feet through central angle of 27°14'56";
Exhibit "C"
Legal Description
Lennar/Winchester Hills I LLC Property
thence tangent from said curve South 60°44~41" East 39.00 feet;
Revised July 19, 2001
May 31, 2001
JN 15100181-M3
Page 3 of 6
thence South 60°56'17'' East 936.88 feet to the most easterly comer of said Parcel Map and a
point in the northwesterly line of the Santa Gertmdis Channel as described in a deed recorded
November 8, 1991 as Instrument No. 389573 of Official Records in said Office of the Riverside
County Recorder;
thence leaving said boundary line, along said northwesterly line of the Santa Gertmdis Channel
North 32°39'01" East 109.75 feet to an angle point in the northwesterly line of Parcel "A" as
described in a deed recorded October 30, 1991 as Instrument No. 375618 of Official Records
in said Office of the Riverside County Recorder;
thence along said northwesterly line the Santa Gertmdis Channel as described in said
Parcel "A" through the following courses: North 37o12'02'' East 1203.85 feet;
thence North 21°20'13" East 133.00 feet to the beginning of a tangent curve concave
southeasterly and having a radius of 50.00 feet;
thence along said curve northeasterly 58.04 feet through a central angle of 66°30'33";
thence non-tangent from said curve South 87°51'25" East 55.00 feet to a point on a non-tangent
curve in the centerline of Margarita Road concave easterly and having a radius of 1200.00 feet,
a radial line of said curve from said point bears South 87o51'25'' East;
thence leaving said northwesterly line, along said centerline through the following courses:
along said curve northerly 632.82 feet through a central angle of 30°12'53";
thence tangent from said curve North 32021'28'. East 745.62 feet to the beginning of a tangent
curve concave westerly and having a radius of 1600.00 feet;
thence along said curve northerly and northwesterly 2100.47 feet through a central angle of
75°13'03";
thence tangent from said curve North 42°51'35" West 1399.68 feet to the centerline of Date
Street;
thence leaving said centerline of Margarita Road, along said centerline of Date Street through
the following courses: South 48°11'45" West 751.48 feet to the most northerly comer of said
Lot 161;
Exhibit "C"
Legal Description
Lennar/Winchester Hills I LLC Property
Revised July 19, 2001
May 31, 2001
JN 15100181-M3
Page 4 of 6
thence South 47'56'13" West 1324.74 feet to the most westerly comer of said Lot 161;
thence leaving said centerline N?rth 41°46'09'' West 1295.09 feet to the most northerly comer
of said Lot 145;
thence South 48o08'27'' West 1322.95 feet to the most northerly comer of said Lot 136;
thence South 47°28'25" West 1322.70 feet to the POINT OF BEGINNING:
EXCEPTING therefrom a school site described as follows: COMMENCING at the centerline
intersection of Margarita Road with Rustic Glen Drive as shown on a map of Tract No. 21340-
6 filed in Book 183, Pages 92 through 94 of Maps in the Office of the County Recorder of said
Riverside County, said intersection being a point on a curve in said centefline of Margarita
Road concave southwesterly and having a radius of 1600.00 feet, a radial line of said curve
from said point bears South 61027'29'' West;
thence along said curve and centerline northwesterly 67.30 feet through a central angle of
02o24'36";
thence radially from said curve South 59°02'53'' West 55.00 feet;
thence South 15°15'11" West 33.20 feet;
thence South 61°27'29'' West 413.60 feet;
thence North 66°37'11" West 29.19 feet to a point on a non-tangent curve concave
southwesterly and having a radius of 739.00 feet, a radial line of said curve from said point
bears South 61'22'37" West;
thence along said curve northwesterly 5.04 feet through a central angle of 00°23'26";
thence tangent from said curve North 29°00'49" West 92.67 feet to the beginning of a tangent
curve concave southwesterly and having a radius of 789.00 feet;
thence along said curve northwesterly 691.50 feet through a central angle of 50°12'57";
thence radially from said curve South 10046'14'' West 66.00 feet to a point on a non-tangent
Exhibit "C"
Legal Description
Lennar/Winchester Hills I LLC Property
Revised July 19, 2001
May 31, 2001
JN 15100181-M3
Page 5 of 6
curve concave southwesterly and having a radius of 723.00 feet, said curve being concentric
with and 66.00 feet southwesterly from last said curve, said point being the TRUE POINT OF
BEGINNING;
thence along said curve southeasterly 633.66 feet through a central angle of 50°12'57";
thence tangent from said curve South 29°00'49'' East 92.67 feet to the beginning of a tangent
curve concave westerly and having a radius of 673.00 feet; ·
thence along said curve southerly 562.64 feet through a central angle of 47°54'02";
thence tangent from said curve South 18°53'13'' West 7.49 feet;
thence South 63°53'13" West 28.28 feet;
thence North 71°06'47'' West 291.04 feet;
thence North 42°27'45" West 19.18 feet to a point on a non-tangent curve concave
southwesterly and having a radius of 67.00 feet, a radial line of said curve from said point bears
South 76°11'16'' West;
thence along said curve northwesterly and westerly 140.49 feet through a central angle of
120°08'19,' to an intersection with a non-tangent curve concave northeasterly and having a
radius of 370.00 feet, a radial line of said curve from said intersection bears
North 22°06'45" East;
thence along said curve northwesterly 193.43 feet through a central angle of 29°57'14";
thence tangent from said curve North 37°56'01.' West 105.79 feet to the beginning of a tangent
curve concave southwesterly and having a radius of 530.00 feet;
thence along said curve northwesterly 178.44 feet through a central angle of 19°17'27";
thence tangent from said curve North 57°13'28" West 104.31 feet;
thence North 35°48'18" East 203.84 feet;
thence North 25°32'01" East 358.49 feet to the TRUE POINT OF BEGINNING.
Exhibit "C"
Legal Description
LennadWinchester Hills I LLC Property
Revised July 19, 2001
May 31, 2001
JN 15100181-M3
Page 6 of 6
· ALSO, EXCEPTING/rom said Lot 138, the southeast 165.00 feet of the southwest 330.00 feet
(measured from the centerline of Jackson Avenue - vacated) of the northwest one-half of
said lot.
ALSO, EXCEPTING from said Lot 138, the northwest 330.00 feet (measured from the
centerline of Cherry Street'- vacated) of the southwest 330.00 feet (measured from the
centerline of Jackson Avenue - vacated).
CONTAINING: 533.58 Acres, more or less.
SUBJECT To all covenants, rights, rights-of-way and easements of record.
EXItlBIT "C-I" attached hereto and made a part hereof.
This description was prepared by me or under my direction.
Raymond L. M~the, P.L.S. 6185
My license expires 3/31/02.
H:~PDATA\1510018 I\OFFICE~WPWI-,~1811gI003.WPD
1000
1000
GRAPNIC SCALE
200O
3000
EXHIBIT
ATTACHMENT NO. 3
LEGAL DESCRIPTION
LENNAR/WINCHESTER
LC PROPERTY
/F~CL "A" PER INST. NO. 3756~8.0.m
(~o-3o-s~) .
OF
HILLS
Q INST. NO. 389573,0.R.
( ~ ~-08-91 )
SHEET 1 OF 1 SHEET
CD N c~U LTl N I~
REVISED JULY 19, 2001
MAY 51, 2001
SCALE
1"=I000'
FIELO BOOK I JOB NB.
I
15100181-M3
ATFACHMENT NO. 2
Benefits of the Project
AI'I'ACHMENT NO. 3
Project Actions and Approvals
ATTACHMENT 3
TO HARVESTON DEVELOPMENT AGREEMENT
DEVELOPMENT PLAN APPROVALS
1. General Plan, as mended on by Ordinance No.
2. Harveston Specific Plan No. 13 (Ordinance No. )
3. Harveston Final Environmental Impact Report (Resolution No. )
4. Mitigation Monitoring Program for the Harveston Final Environmental Impact
Report (Resolution No. )
5. Development Agreement (Ordinance No. )
6. Change of Zone (Ordinance No. )
7. Tentative Tract Map No. 29639 (Resolution No.. )
8. Tentative Tract Map No. 29928 (Resolution No. )
9. Tentative Tract Map No. 29929 (Resolmion No. )
10. Tentative Tract Map No. 30088 (Resolution No.. )
11. Development Code Amendment (Ordinance No. )
12. Specific Plan Zoning Standards (Ordinance No.
16S0~14.1 (Wo~)
ATI'ACHMENT NO. 4
Existing Regulations
2.
3.
4.
5.
6.
ATTACHMENT 4
TO HARVESTON DEVELOPMENT AGREEMENT
EXISTING REGULATIONS
City of Temecula General Plan, as mended by Ordinance No. __
City of Temecula Development Code (Ordinance No. ~)
Subdivision Ordinance (Ordinance No. 99-23)
City - Wide Design Guidelines (Ordinance No. )
ordinance No. 655 (Mt. Palomar Lighting)
Growth Management Program Action Plan as adopted by the City on March 21,
2000
CFD 98-01
Development Impact Fee Municipal Code Section 15.06
1650797.1 OVoid)
ATTACHMENT NO. 5
Public Infrastructure
Attachment 5
I. Prior to issuance of 1s~ Building Permit for Phase I Residential Production
Units ~d 1~t Occupancy Permit for Phase I Service Commercial
ID No. Intersection Improvements I Cost
28 Rustic Glen Dr @ (1) Add EB Left Turn Lane 67,700
Margarita Rd i(2) Add EB Shared Through and Right Turn Lane
i(3) Add NB Left Turn Lane
'(4) Add NB Through Lane
(5) Modify WB Right Turn Lane to Shared
Through and Right Turn Lane
(6) Add SB Through Lane
(7)'Add SB Right Turn Lane
(8) Modify Signal to Accommodate New EB
Approach
29 Margarita Rd @ (1) Add NB Left Turn Lane 167,500
South Project (2) Add SB Right Turn Lane
Residential
(3) Add EB Left Turn Lane
(4) Add EB Right Turn Lane (Dual)
(5) Install Traffic Signal
30A South Project (1) Add EB Through Lane 322,000
Residential Access Rd (2) Add NB Left Turn Lane
- Inbound @ Internal (3) Add NB Right Turn Lane
Loop Access Rd (4) Add WB Through Lane
(5) Install Traffic Signal --
30B South Project (1) Add EB Through Lane 172,000
Residential Access Rd (2) Add EB Right Turn Lane
- Outbound @ Internal (3) Add WB Through Lane
Loop Access Rd (4) Add WB Right Turn Lane
(5) No Intersection Controls Needed
31 East Project (1) Add NB Through Lane 207,000
Residential Access Rd (2) Add NB Right Turn Lane
@ Internal Loop (3) Add WB Left Turn Lane
~ccess Rd (4) Add WB Right Turn Lane
(5) Add SB Through Lane
(6) Add SB Left Turn Lane
4 Winchester Rd @ (1) Add EB Left Turn Lane (Dual Left) 1,933,200
Ynez Rd (2) Add EB Through Lane
(3) Modify NB Through Lane to Shared Through
and Left Turn Lane
(4) Modify Signal to Provide NB Right Turn
Overlap Phase
(5) Split NB and SB Signal Phases
(6) Add WB Through Lane
(7) Modify Signal to Provide SB Right Turn
Overlap Phase
I (8) Add SB Shared Through and Right Turn Lane
5 Winchester Rd @ (1) Modify Signal to Provide SB Right Turn 665,800
Overlap Phase
Margarita Rd (2) Modify Signal to Provide NB Right Turn
Overlap Phase (3) Add EB Left Turn Lane (Dual) _
1 Winchester Rd @ (1) Add EB Right Turn Lane 645,800
Iefferson Ave (2) Add NB Right Turn Lane (Dual Right)
(3) Add SB Left Turn Lane
(4) Convert SB Right Turn Lane to Shared
Through and Right Turn Lane
2 Winchester Rd @ (1) Add EB Right Turn Lane 419,100
I-15 Southbound (2) Add SB Dedicated Left Turn Lane (Dual Left)
Ramp and Widen Off Ramp to Accommodate the Added
Lane
NONE Margarita Road Complete East half Widening of Margarita Road 450,000
Total of Improvements Prior to 1~t Building Permit $5,050,100
II. Prior to Project Build-out, per the Project EIR
ID Intersection Improvements Cost
No.
10 Mumeta Hot Springs (1) Add WB Left Turn Lane (Dual) 351,900
Rd @ Jefferson Ave (2) Channelize NB Right Turn Lane to Allow Free
Ri[~ht Turn Movement
12 Murrieta Hot Springs (1) Add V~B Right Turn Lane 242,300
Rd @ Alta Murata Dr (2) Modify WB Shared Through and Right Turn
Lane to Through Lane
13 Mumeta Hot Springs (1) Modify EB Through Lane to Shared Through 9,600
Rd @Margarita Rd and Right Turn Lane
(2) Modify NB Through Lane to Shared Through
and Left Turn Lane
18 Overland Dr @ (1) Modify Signal to Provide WB Right Turn 227,400
Overlap Phase
Jefferson Ave (2) Modify Signal to Provide NB Right Turn
Overlap Phase .
(3) Split NB and SB Signal Phases
(4) Add EB Right Turn Lane
19 Overland Dr @ (1) Add WB Right Turn Lane 227,400
Ynez Rd (2) Modify WB Shared Through and Right Turn
Lane to Through Lane
(3) Modify Signal to Provide WB Right Turn
Overlap Phase
(4) Modify Signal to Provide SB Right Turn
Overlap Phase
26 Overland Dr @ (1) Modify NB Through Lane to Shared Through 1,700
Margarita Rd and Left Turn Lane
(2) Split NB and SB Signal Phases
32 Date St @ (1) Add 3 EB Through Lanes 184,500
Ynez Rd (2) Add EB Left Turn Lane
(3) Add EB Right Turn Lane
(4) Add 2 NB Through Lanes
(5) Add NB Left Turn Lane
(6) Add NB Right Turn Lane
(7) Add 2 WB Through Lanes
(8) Add 2 WB Left Turn Lanes (Dual Left)
(9) Add WB Right Turn Lane
(10) Add 2 SB Through Lanes
(11) Add SB Left Turn Lane
(12) Add SB Right Turn Lane
(13) Install Traffic Signal
33 Date St @ (1) Add NB Through Lane 24,200
Service Commercial (2) Add NB Right Turn Lane
Access I
(3) Add WB Left Turn Lane
(4) Add WB Right Turn Lane
(5) Add SB Through Lane
(6) Add SB Left Turn Lane
(7) Install Stop Signs on NB and SB Approaches __
34 Date St @ (1) Add 2 EB Through Lanes 174,200
North Project (2) Add EB Left Turn Lane
Residential Access Rd (3) Add EB Right Turn Lane
(4) Add NB Shared Through and Left Turn Lane
(5) Add NB Left Turn Lane
(6) Add NB Right Turn Lane
(7) Add 2 WB Through Lanes
(8) Add WB Left Turn Lane
(9) Add WB Right Turn Lane
(10) Add SB Shared Through and Right Turn Lane
(11) Add SB Left Turn Lane
(12) Install Traffic Signal
35 North Project (1) Add EB Through Lane 104,100
Residential Access Rd '
Internal Loop Access (2) Add EB Left Turn Lane
Rd
(3) Add WB Through Lane
(4) Add WB Right Turn Lane
(5) Add SB Left Turn Lane
(6) Add SB Right Turn Lane
[ (7) Install Stop Signs on 'EB and WB Approaches
36 Ynez Rd @ (1) Add EB Through Lane 26,850
Service Commemial (2) Add EB Right Turn Lane
Access II (3) Add NB Left Turn Lane
(4) Add NB Right Turn Lane
(5) Add WB Through Lane
(6) Add WB Left Turn Lane
(7) Install Stop Signs on EB and WB Approaches _
37 Ynez Rd @ (1) Add EB Right Turn Lane 13,425
Service Commercial (2) Add 2 NB Through Lanes
Access III (3) Add NB Left Turn Lane
(4) Add 2 SB Through Lanes
(5) Add SB Right Turn Lane
(6) Install Stop Si~n on EB Approach
38 Ynez Rd @ (1) Add EB Shared Through and Right Turn Lane 176,850
Service Commercial (2) Add EB Left Turn Lane
Access IV (3) Add 2 NB Through Lanes
(4) Add NB Left Turn Lane
(5) Add NB Right Turn Lane
(6) Add WB Shared Through and Right Turn Lane
(7) Add WB Left Turn Lane
(8) Add 2 SB Through Lanes
(9) Add SB Left Turn Lane
(10) Add SB Right Turn Lane
(11) Install Traffic Signal _
39 Date St @ (1) Add EB Shared Through and Left Turn Lane 157,000
Margarita Rd (2) Add EB Left Turn Lane
(3) Add EB Right Tum Lane
(4) Add 2 NB Through Lanes
(5) Add NB Left Turn Lane
(6) Add NB Right Turn Lane
(7) Add WB Shared Through and Right Turn Lane
(8) Add WB Left Turn Lane
(9) Add SB Through Lane
(10) Add SB Shared Through and Right Tum Lane
(11) Add SB Left Turn Lane
(12) Add SB Right Turn Lane
(13) Install Traffic Signal
Sub-total of Improvements prior to Build-out $1,921,425
Total of All Intersection Improvements $6,971,525
ATI'ACHMENT NO. 6
Intentionally Omitted
Intentionally Omitted
A'I'I'ACHMENT NO. 7
Public Finance Plan
ATTACHMENT NO. '/
TO
HARVESTON DEVELOPMENT AGREEM~qT
pROPOSED PUBLIC FACILITIXS FINANCING pLAN
i-
t_
bo
d.
~ · .~ dmc soccial opdo~l rcdcmp~on of ~h~ bon~ oununn~.
smoum of th~ WI~A Bonds to
intrust to th~ _t,~.~ytion date.
Work with Ston~ & Youn~ ~ ~o obmn d~ n~esss.'y WHFA
Bnndowu~r cousm~ to fl~ A
3
AI'I'ACHMENT NO.
Vested Rights
Amr. hmen~ No. {
to {{arvesmm {)~velopm~n~ Agr~m~m!
(A) I.F. NNA.R pROP£RTY - Th~ v~*~ed fighu afforded by the ^~'c~n~u~ include, without
~. approximazely $ 78 "Low IViedium" ~'"q~y, a'm def~ue'd m ~c SF-'c~c Plau' dw¢lliu~
b. appmxima~lY 47~ -Medimu I" 4~s~y, as ~fiued i~ ~h~ Sl~'ific Plau, dwclli~$
uai~s; .
c. apprommetcly 56S "lvlMium 2' dcasity, ~ ~f~u~ ~n ~hc Specific Plan, dwelling
& aFp~ly 300 ~$J~ .... ~--.,--- ~ ofm{.mt us~ d~elopmm~w'Rb~
WINCHESTER PROPERTY - Thc vested fichu afl'ozded by thc .A~r, cmc~ }uclmie,
wi~hou~ ~;~,iv.~ion, t~ riF~t m ~h~ following.
Build[ua and occupancy pcrmiu for the dcvelopmcnt of 112.5 acres of Service
,~,~ ' · floor arca ratio range of-3 to 1.~. . .
Ce ~ at · in accordancc with ~he D~
· 'cc ce~. me~ctal dcveiopmem
Build end occupy ~ _s~r~. -;' '-~ - ~--~'c ~Lm and d~c Dcv¢lopmcnx Sunda~
C. utidel~llcs scl ~ in Scc~on IU oxmc ~,p~.m ,
set forth in Se~don 11 of the Specific Plan.
AI-I'ACHMENT NO. 9
Intentionally Omitted
Intentionally Omitted
A'I'rACHMENT NO. 10
Limited Development Area
A'I'I'ACHMENT NO. 11
SPECIFIC PLAN 13
(Specific Plan 13 is on file in the Official Records of the City Clerk and
incorporated herein by this reference as though set forth in full.)