HomeMy WebLinkAbout02_14 CC Ordinance
ORDINANCE NO 0124 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED DEVELOPMENT AGREEMENT BY AND WBIEEEN THE CITY OF TEMECULA AND ASHBY
USA LLC FOR THE RORIPAUGH RANCH SPECIFIC PLAN PLANNING APPLICATION NO 092999 THE CITY COUNCIL OF THE CITY OF TEMECULA DOES ORDAIN AS FOLLOWS Section 1 declare that The City Council of
the City of Temecula does hereby find determine and A Ashby USA LLC Owner filed Planning Application No 0P2A9989General Plan Amendment PA 090743 Annexation 0P0A7954 Specific Plan Development
Code Amendment and Specific Plan Zoning Standards PA 090746 Environmental Impact Report PA 090745 Change of Zone 0P2A9999 Development Agreement 0P2A5031 Tentative Tract Map 29661 0P2A3001
Tentative Tract Map 29353 the Application in accordance with the City of Temecula General Plan and Development Code for land use approvals for a 8704 acre planned community located Northeast
of the City near the future intersection of Butterfield Stage Road and Nicolas Road Road 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 October 16 2002 October 30 2002 the Planning
Commission of the City of Temecula held a duly noticed public hearing on the Draft Environmental Impact Report the proposed Development Asgreement 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 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 2004072 recommending to the City Council that the Development Agreement be approved subject to certain recommended conditions E On November
26 2002 the City Council of the City of Temecula held duly noticed public hearings on the Draft Environmental Impact Report proposed Development Asgreement and the other land use applications
for the Project at which time all persons interested in the proposed Development Agreement Agreement and the Project had the opportunity and did address the City Council on these matters
ORrds 2O0rd0s20124 1
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 Annexation General Plan Amendment Change of Zone Code Amendment Specific Plan Zoning Ordinance Tentative Tract Maps 29661 and 29353 and Development Agreement the City Council
adopted Resolution No 10121 entitled A Resolution of the City Council of the City of Temecula Certifying the Environmental Impact Report Prepared for the Roripaugh Ranch Specific Plan
No 11 Planning Application No 94 0076 and Related Actions and Adoption of the Environmental Findings Pursuant to the California Environmental Quality Act and a Mitigation Monitoring
and Reporting Program in Connection Therewith Section 2 declares that The City Council of the City of Temecula further finds determines and 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 Roripaugh Ranch 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 Csity General Plan ordinances policies
rules and regulations existing as set forth in the Development Agreement In reliance on the Csity 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 Csity General Plan and the Roripaugh Ranch
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 D
The Development Agreement is consistent with the Csity General Plan and each Element thereof and the Csity Growth Management Action Plan and constitutes a present valid exercise of the
Csity 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 The City Council of the City of Temecula hereby approves certain agreement entitled Development Agreement by and Between the City
of Temecula and Ashby USA LLC and authorizes the Mayor to execute said agreement attached hereto as Attachment A with the following additions ORrds 2O0rd0s20124 2
A The City Council directed staff to pursue the acquisition and maintenance of the a2c0r1e habitat area to increase the Csity ability to provide public access tothese areas B The Development
Agreement shall include language that the City will assist the developer in obtaining a Cooperative Agreement Section 4 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 The City Clerk of the City of Temecula shalt certify to the passage and adoption of this Ordinance and shall cause the same or a summary thereof to be
published and posted in the manner required by law Section 6 ATTEST PASSED APPROVED AND ADOPTED 17th 17th day of Drecerr 2002 Ron Roberts Mayor IonesC erk ORrds 2O0rd0s20124 3
STATE OF CALIFORNIA COUNTY OF RIVERSIDE ss CITY OF TEMECULA I Susan Jones CMC City Clerk of the City of Temecula do hereby certify that the foregoing Ordinance No 0124was duly introduced
and placed upon its first reading at a regular meeting of the City Council on the 26th day of November 2002 and that thereafter said Ordinance was duly adopted and passed at a regular
meeting of the City Council on the 17th day of December 2002 by the following vote AYES 4 COUNCILMEMBERS Comerchero Naggar Pratt Stone NOES 0 COUNCILMEMBERS None ABSENT 1 COUNCILMEMBERS
Roberts ABSTAIN 0 COUNCILMEMBERS None ty Clerk ORrds 2O0rd0s20124 4
PREANNEXATION AND DEVELOPMENT AGREEMENT By and Between THE CITY OF TEMECULA City and ASHBY USA LLC Owner
PREANNEXATION AND DEVELOPMENT AGREEMENT THIS PREANNEXATION AND DEVELOPMENT AGREEMENT the Agreement is entered into as of the day of 2002 CAgreement Date by and between Ashby USA LLC
a Limited Liability Corporation OWNERand the CITY OF TEMECULA a municipal corporation organized and existing under the laws of the State of Califomia hereinafter CITY pursuant to the
authority of Sections 65864 through 655869 of the California Government Code Development Agreement Legislation and Article XI Section 2 of the California Constitution NOWTHEREFORE pursuant
to the authority contained in the Development Agreement Legislation pursuant to Article XI Section 2 of the Califomia Constitution and in consideration of the following recitals of fact
all of which are expressly incorporated into this Agreement the mutual covenants set forth in this Agreement the parties agree as follows INTENT OF THE PARTIES This Agreement is predicated
upon the following facts A The following paragraphs refer to and utilize certain capitalized terms which are defined in this Agreement The parties intend to refer to those definitions
in conjunction with the use thereof in these Recitals B The Development Agreement Legislation authorizes the CITY to enter into binding development agreements with persons having legal
or equitable interests in real property for the development of such property in order to among other matters ensure high quality development in accordance with comprehensive plans provide
certainty in the approval of development projects saondasotthoearvdoeivdetlhoepmweansttetootfhreescoounmseusmaenrdptrhoevideescaaslasutiorannicnethtoetchoesat popf lhicoaunstisngfor
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 ofdevelopment assist in the financing ofpublic
improvements protect against initiatives moratorium processing or development and other actions inconsistent with the Project anticipated by this Agreement assure reimbursement of OWNER
in accordance with the terms of this Agreement and state and federal law and provide for economic assistance to OWNER for the entitlements authorizing development related improvements
C OWNER is the owner of certain real proporty the Property as more particularly described in Attachment1 including a plat graphically depicting the real property contained in Attachment
2 A portion of the Property 7113471 12tl 21002 I
is within the current boundaries of CITY and a portion is proposed to be annexed into CITY from Riverside County OWNER desires to develop the Property in accordance with the provisions
ofthis Agreement the Existing Regulations and those regulations of other agencies exercising jurisdiction over the Project which are not inconsistent with the terms of this Agreement
and the Existing Regulations OWNER will refrain from developing any portion of the Property in a manner inconsistent with this Agreement and the Existing Regulations Trehgearadgleresesdouf
pwohnicshcoppuebloicfaDgeevnecloyphmasenlat nodf tuhseePjuroripsedrictytioisnsoevteforrtthheinPtrhoipserty Agreement expressly or by incorporation D OWNER has sought and the CITY has
agreed to this Agreement in order to assist in the creation of a beneficial project and a physical environment that will conform to and complement the goals of the CITY create a development
project responsive to community needs facilitate efficient traffic coifrcthuelaptiroonceasnsdodfegvraenlotpingthtehiPsreonpteitrlteyminenatmthaenCneitrybCenoeufnicciial lotfothaell CpaITrYtiehsasAs
part required the preparation of and has certified the Project EIR in order to identify any significant environmental effects arising from the Development and has otherwise carried out
all requirements of the California Environmental Quality Act CEQA of 1970 as amended E The following actions were taken with respect to this Agreement and the Project 1 On October 30
2002 following aduly noticed and conducted public hearing the City Planning Commission recommended that the City Council approve the Final Environmental Impact Report for the Project
Project EIR this Agreement the Proposed Annexation the General Plan amendments the Specific Plan and Tentative Map No 29353 hereafter A Map and 29661 hereafter B Map by adoption of its
Resolution Nos 00426 00427 and 00428and making the findings of fact thereto 2 On November 26 2002 after a duly noticed public hearing and pursuant to CEQA the City Council certified
certified the Project EIR and adopted the Mitigation Monitoring and Reporting Program by adoption of its Resolution No 10121 and making the findings of fact thereto the City Coun3cil
apprOonveNdopvreomcebeedrin2g6w2i0th0t2heafAtenrnaedxualtyionnottihceedGpeunbelriaclhPelaanring Amendments the Specific Plan and the A Map and B Map by adoption of its Resolution No10122
Ordinance No0123and making the findings of fact thereto the City Coun4cil introOdnucNeodvOermdbinearn2c6e 2N0o0012 a24fteraappdruolvyinngotaicneddapuutbhloicrizhinegartihneg execution
of this Agreement and on December 17 2002 the City Council adopted 7113471 2100122 2
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 ofthe
potential impacts of the Project under the California Environmental Quality Act and all applicable Existing Regulations as well as the various potential benefRs to the CITY by the development
of the Project and concluded that the Project is in the best interests of the CITY G In consideration of the substantial public improvements and benefits already provided and those to
be provided by OWNER and the Project as described in this Agreement in further consideration of the bsener that will inure to the CITY in conjunction with the implementation of the Project
and in order to strengthen the Psroject 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 for the Term ofthis Agreement pursuant to the terms and conditions of this Agreement and in accordance
with the Development Plan Aspproval and the Existing Regulations This entitlement shall be effective for that portion of the Property within the jurisdiction of CITY upon the Effective
Date and shall be effective for that portion ofthe Property which is to be annexed to CITY from the County of Riverside upon the Annexation Date In reliance on the CsITY covenants in
this Agreement concerning the Development of the POrWopNeErtRyhas and will in the future incur substantial indebtedness as well as costs in planning engineering site preparation and
the construction and installation of major infrastructure and facilities that OWNER would not incur but for the covenants of CITY provided in this Agreement Each party agrees to act
in good faith and shall reasonably cooperate with the other to cause the Annexation of the County of Rsiverside portion of the Property to be completed at the earliest possible opportunity
H Pursuant to Section 655867of the Development Agreement Legislation the City Council has found and determined that ithis Agreement and the Development Plan Aspproval implement the goals
and policies of the CsITYGeneral 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 iithis Agreement and the Project are in the best interests of and not detrimental to the
public health saanfedty general welfare of the CITY and its residents iii adopting this Agreement is consistent with the CsITY General Plan and constitutes a present exemise of the CsITY
police power and iv this Agreement is being entered into pursuant to and in compliance with the requirements of Section 65867 of the Development Agreement Legislation I As to the portion
of the Property presently within the jurisdiction of County of Riverside this Agreement shall serve as the prezoning of such real 7113471 2100122 3
property as the term is utilized in Califomia Govemment Code Section 65859 This Agreement shall become effective as to the County of Riverside portion of the Project concurrently with
the Annexation becoming effective without further action by either party J The CITY and OWNER agree that it may be beneficial to enter into operating memoranda additional agreements
or to modify this Agreement with respect to the implementation of the separate components of the Projectwhen more information concerning the details of each component is available and
that this Agreement should expressly allow for such contemplated operating memoranda additional agreements or modifications to this Agreement 1 Definitions Unless the context othenNise
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 hheereruendoefr and other words of similar import refer to this Agreement as a whole and not to any particular Article Section or subdivision hereof Accept means Acceptance pursuant
to the regular and ordinary procedures of the CITY Acceptance shall mean the CsITY final approval ofthe entirety of an SOitne or SOitfef Improvement as issued in the ordinary course
of business by the CITY for the certain type of SOitne or SOitfefImprovement under review Annexation means the process bywhich real property is lawfully brought under the jurisdiction
of the City of Temecula pursuant to the procedures of the County of Riverside Local Agency Formation Commission and all applicable law Annexation Date means the date upon which the Annexation
is final and effective as eStablished by the County of Riverside Local Agency Formation Commission Authorizing Ordinance means Ordinance No 0124 of the CITY approving this Agreement
CITY means the City of Temecula a Califomia municipal corporation duly organized and existing under the Constitution and laws of the State of California and all of its officials employees
agencies and departments and assignees or successors 7113471 2100122 4
CITY City Council means the duly elected and constituted City Council of the Commencement Date shall mean the date of the issuance of the first building permit within the Project or
the one yearanniversary of the Effective Date whichever occurs first wofitthhoeuPtDlriomepvietaerttlyioofnporsopurubrDdpioevsvideeisnlogcpognmrsaiedstnientngot twrhDiethectovhneesltDoruepcviteniolgon
pommfeeinanfntrsaPstltharuencitimunrcpelruoadvniendmgent public facilities the construction of structures and buildings and the installation of landscaping all in accordance with the
phasing provided for herein 655869DeofvtehleopCmaliefonrtniAagGreoevmememnteLnet gCiosdlaetaiosnit mexeisatnssoSnetchteioAnsgr6e5e8m6e4ntthDroautgeh Development Impact Fees or DIF means
individually and in the aggregate the CsITY current development impact fees as set forth in Ordinance N01o5609w79hichasaraeminenefdfeecdt aosn stheet fEorftfhecitnivteheDTateemuencleuslas
MasunsipceipcaiflieCdodineSinecStieocntion 413containDedevinetlhoipsmAegnretePmlaennt tmheeaCnistythoef TpelamnefcourlDaeGveenloeprianlgPtlhaen aPsroapmeretnyded on November 26 2002
and as thereafter amended in accordance with Section36 hereof the Specific Plan entitled the Roripaugh Ranch Specific Plan the 29353 MMoanpitaonridngthPero2g9r6a6m1 aMsafpinaanllyd athdeoPptreojdectA
FniynaFl uEtuIRreinDceluvdelionpgmMenititgAatpiopnrovals approved in conformance with Section 37hereof Shall become anelement of the Development Plan upon the final approval of the same
dCeosucnrcibilDeadenvidneoAlotthtpaemcrhgemonvetenPmtla4mneAsnhteaprlepatogreoinnvccilaeusdlinamgnedtahnoostshetehraeamcaetpinodnromsveaannlsdtsoatfogthrteeheismCietynts Agreement made
in accordance with Section35those amendments to the Development Plan Approvals made in accordance with Section 36and those Future Development Approvals made in accordance with Section37
Development Transferee means a person or entity that expressly assumes obligations under this Agreement pursuant to Section25 hereof Effective Date means the date the Authorizing Ordinance
becomes tehfefeActuivtheoriTzhinisg dOartdeinshaanlclebe the tfhirirstyt 31tday after the second reading of Existing Regulations means those ordinances rules regulations and official
policies of the CITY other than the Development Plan Aspproval in effect 7113471 2110022
tohhneeigtthihmetsiEnftgfheecfetsiveizeseDaonafdtsetcrouwnchdtiucithrieonsgsotvhteoemDdeethnveseiltpoyeparmmndeitntientdteeuxnaseictystiooonffstuhsaeesPsoerfosthpseemrPteynrotbspueitlhrdteiyng
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 eonf tuhmeeitreamtisonidaenndtifnieodt loimn AitatttaiocnhmtheentE4xistwinhgicRhe
agpuplalytiotonsthiencPlurdoepethrtoyseThpeorCtioITnYs has certified two copies of each of the documents listed on Attachment4 The CITY has retained one set of the certified documents
and has provided OWNER with the second set The Existing Regulations also are approved and imposed causrtrheentzlyowniinthginanthdedCevoeulnotpymoef nRtivcdetresdidaethpautrsaupapnlyt
ttoo tthhee pCsoirttiyonauotfhtohreityPrtooperty prezone property pursuant to California Government Code Section 65859 Future Development Approvals means those entitlements and aanpdpronovtallsimthit
aattiaornetmheadFeutiunreacDceovrdealonpcme ewnitthASpepcrotiovanls37incluBdyewaacytioonfsensuucmhearastion development plan review tentative maps final maps use permits variances grading
permits occupancy permits and building permits Merchant Builder means a buyer assignee or transferee of one or more individual lots or tracts of the Project acquiring such lots or tracts
for the purpose of engaging in the business of developing constructing improvements improving or using such lots or tracts for development SOitfefImprovements includes the improvements
set forth on either or both Attachment5 and in the Development Plan SOitne Improvements means physical infrastructure improvements or ftahceiliDtieesvetlhoaptmaerentoPrlwanillabnedloActatatecdhmonent
the5Property as described either or both in therighOtsWanNdEobRligisatAiosnhsboyfUOSWANLELRCpaunrdsuoathnetrtso wSheoctisounbh25seequreenotlyfare assigned Planning Commission means the
duly appointed and constituted planning commission of the CITY Project means the development of the Property as set forth in the Development Plan Aspproval Project EIR means that environmental
impact report prepared for the Project as certified on November 26 2002 Property means that certain real property described in Attachment hereof 7113471 2100122 6
Public Art Pmroegaranms the plans guidelines and design criteria that will guide the CsITY review of public display art associated with the project Public Infrastructure Improvements
mean the improvements intended to be utilized by the public and described on Attachment Specific Plan means the Roripaugh Ranch Specific Plan approved by the CITY on November 26 2002
and as thereafter amended from time to time in accordance with Section 36of this Agreement Any reference in this Agreement to a Planning Area shall mean the specified Planning Area as
the same is set forth in the Specific Plan as adopted or as amended Specific Plan Area means the Property regardless of its location within or without the CITY on the Effective Date
Termmeans the time frames set forth in Section 23 2 General Provisions 21 Bindinf 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 Interest ofOWNER OWNER represents that OWNER holds fee simple title interest
in the Property 23 Term This Agreement shall become effective on the Effective Date and shall continue for a ten 10 year term from the Commencement Date unless terminated pursuant to
this Agreement Unless terminated pursuant to Section24this Agreement shall terminate at 1519pmon the tenth 10h anniversary after the Commencement Date The final day of this Asgreement
regulation ofthe Property shall change subject to and upon the facts and terms relating to a specific esxtension fome majeure rsevision and termination provisions of this Agreement Notwithstanding
the foregoing in the event that a court of competent jurisdiction takes any action that stay or delays the Effective Date and subsequently enters after all appeals ortime to appeal have
been exhausted a final judgment or issuance of a final order directed to the CITY to set aside withdraw or abrogate the approval of the City Council of this eAigthreerempaerntyt then
this Agreement shall be deemed to have no force or effect upon 24 Termination This Agreement shall be deemed terminated and of no further effect except for any express covenants and
agreements that expressly survive termination upon the occurrence of any of the following events 7113471 2100122 7
241 Termination occurring pursuant to any provision of this Agreement including without limitation a termination in the event of default 24 The completion of the total bouuildtof the
Development pursuant to the terms of this Agreement and the CsITY Acceptance of all dedications and improvements required to complete Development or 243 The expiration of the Term as
set forth in Section23 24 The failure to form a Public Facilities Financing Distdct Community Facilities DiStrict prior to the Commencement Date To provide notice to all and not as a
condition of the effectiveness of a termination of this Agreement the parties agree to execute and record terminations of or releases of this Agreement as may be requested by either
party 25 Transfers and lAnmsesnti 251 Right to Transfer or Assign to End User OWNER and any Merchant Builder shall without the consent of the CITY or any other party have the right from
time to time and on such number of occasions as it chooses to sell assign or otherwise transfer any or all individual lots on final maps approved on the Property or any portion thereof
to any retail purchaser intending to occupy the unit as his or her principal residence End User at any time during the Termof this Agreement Absent an express written assumption of the
obligations or rights hereunder upon the Sale assignment or othertransfer 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 documentafibn For purposes of documentation only the tarasnssigfenroorr shall provide CITY with written notice of the name ofthe any End User
that assumed rights or obligations hereunder twogeitthher a description of the assumed rights and obligations 252 Right to Assign to Merchant Builder Provided OWNER has previously delivered
the security required of that OWNER by Section254 ohtehreeropf taortthye haCvIeTYthetharigt hOtWfroNmERtimsehatolltwimitehoauntdthoencsouncshennut mofbtehreoCf IoTcYcaosrioannsy as it
chooses to sell assign or othenvise 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 Section254hereof to the CITY any assignment or transfer of the Transferred Property together with some or all of
that OsWNER rights and obligations under this Agreement with respect to the Transferred Property to a Merchant Builder requires the prior written consent of the CITY which consent 7113471
2100122 8
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 cdteda and conditions i the tarasnssigfenroorr shall notify the ClTat least twenty 20days 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 tarasnssigfenroorr and Merchant Builder pertaining
toschtransfer shall provide and OWNER shall give CITY notice of such provision which obligations ofOWNER under this Agreement the Merchant Builder shall be liable to perform and acknowledging
those obligations OWNER retains 253 Assignment of Rights to Subsequent OWNER Provided OWNER has previously delivered the security required of that OWNER by Section254hereofto 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 ofthat OWNER by Section254hereof 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 ofthe 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 ofthe Property and shall be subject to the following criteria and conditions ithe tarasnssigfenroorrshall notify the CITY at least twenty 20 day prior to the
transfer of the name of the Subsequent Owner together with the corresponding rights and obligations if any being transferred to such Subsequent Owner and ii the agreement between the
OWNER and Subsequent Owner pertaining to such transfer shall provide OaWnNEdRshall give CITY notice of such provision which obligations ofOWNER under this Agreement the Subsequent Owner
shall be liable to perform and acknowledging those obligations OWNER retains Upon transfer of title to the Transferred uPnrdoepretrhtyisthAegrSeuebmseeqnutent Owner will be considered
an OWNER for all purposes 254 Security for Transfer Prior to transferring or assigning all or a portion of that portion Property without obtaining the prior written consent of the CITY
OWNER shall post a corporate guarantee as security for the construction of the improvements described in Attachment5in an amount equal to the costs attributed to those improvements listed
on Attachment5 The amount of the corporate guarantee will be proportionately reduced as the improvements described in Attachment 5 are completed 7113471 2100122 9
25 Effect ofqAnmsesnit or Transfer Unless expressly set forth to the contrary in this Agreement CITY shall require OWNER to perform all promises duties and obligations set forth in the
Development Agreement with the sole exception of those which CITY has consented to be assigned or transferred to a Development Transferee CITY shall look only to the Development Transferee
to perform the obligations such party is expressly obligated to perform under this Agreement or the action occurring as required by this Agreement and shall require OWNER to perform
all other Obligations 3 Development Provisions 13 VIestin 31 Project CITY covenants that OWNER has during the term of this Agreement the dght to implement the Development pursuant to
the Development Plan Approvals and the Existing Regulations including without limitation all specified uses0215 residential dwelling units and 100100 square feet of commemial retail
development at the building heights building sizes lot sizes infrastructure standards and specifications densities and types of development provided for in the Specific Plan and the
CITY shall have the dght to control the Development in accordance with the Existing Regulations the Development Plan and the prospective Development Plan Aspproval Vested Right Except
as otherwise expressly specified in this Agreement the Development Plan Aspproval shall control the design and development and review and approval of all Future Development Approvals
and all SOitfef 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 enfomeable by CITY OWNER or their respective assignees notwithstanding any change in any Existing Regulation 123 Limits on Development The California Supreme
Ctou held in Pardee Construction Company v City of Camadllo 37 C3adl 465 1984 that the failure of the parties to address certain limits on aCsITY ability to restrict or regulate adevelopment
allowed a later adopted initiative to restrict the development This Agreement cures that deficiency by expressly addressing the timing for the Development the vested dghts afforded by
this Agreement and the scope of the CsITY Reserved Authority Except as expressly set forth in the Development Plan Aspproval regardless of any future enactment by initiative or otherwise
OWNER shall have the discretion to develop the Development in such order and at such rate in one phase or in multiple phases at such times as OWNER deems appropriate within the exercise
of its subjective business judgment Specifically the CITY agrees that OWNER shall be entitled to apply for and receive the Future Development Approvals and to develop and use the Property
at any time during the term of this Agreement provided that such application is made and such Development occurs in accordance with this Agreement the other Development Plan Aspproval
and the Existing 7113471 2100122 10
Regulations The CITY covenants that no Existing Regulation purports to limit the scope in a mannerraitnecoonrstiimstienngt owfitDhetvheeloDpemveelnotpomreanlttePr tlahne Assepqpuernocvinagl
oNf Do efuvteulroepment 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 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 commemial
Development that may be built in any particular year on any portion of the Property other than as permitted by this Agreement 313 Entitlements Permits and Approvals Cooperation 3131
Processing CITY agrees that it shall accept and expeditiously process pursuant to CsITY regular procedures OsWNER applications for amendments to this Agreement amendments to the Development
Plan Aspproval and the Future Development Approvals 3132 Further Mitigation In connection with the issuance of any Future Development Approvals which are subject to review under CEOA
unless required under the California Public Resoumes Code and the Guidelines promulgated thereunder the CITY shall not impose any environmental land use project alternatives or mitigation
measures on OWNER or the Property beyond those referenced in the Development Plan Aspproval 313 Other Permits The CITY further agrees to reasonably cooperate with OWNER at no cost to
the CITY in securing any County Local Agency Formation Commission State and Federal permits or authorizations which may be required in connection with Development of the Property Except
as expressly provided for in this Agreement this cooperation shall not require any economic contribution or similar consideration by the CITY 3134 Utigatlon 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 Aspproval or Future Development Approvals the parties hereby agree to cooperate in the defense of this action CITY shall defend its interests
under this Agreement using attomeys of its own sole selection and OWNER agrees that OWNER shall be responsible for all of CsITY costs including but not limited to attomeys fees costs
expert witnesSes travel exhibits displays and the like OWNER shall reimburse CITY its costs within thirty 30 calendar days of receipt of any isnvoice by OWNER requesting payment for
any such costs 7113471 2100122 11
135 Acquisition of SOitfef Property 31351 The CITY shall not postpone or refuse approval of a Future Development Approval because the OWNER or Development Transferee has failed to acquire
soitfef property required for the construction or installation of SOitfef Improvements so long as OWNER complies with Subsection31353CITY shall use its authority pursuant to Califomia
Government Code Section 656462 to seek to acquire the necessary interests 31352If there are delays in the acquisition of the rwoigahfytfor the soitfef or County of Riverside portions
of Buttedield Stage Road CITY may in its discretion issue additional building permits beyond the Five Hundred Tenth 5h10 The additional building permits beyond the 510th shall be limited
to no morothan Fifty50 every six months In no event shall the CITY issue more than a total of Two Hundred 200 additional building permits beyond the initial 510 permits 31353To the extent
the OWNER or a Development Transferee does not have sufficient title or interest in the real real property to be improved to permit anSOitfef Improvement to be made the OWNER or Development
Transferee shall make a good faith effort to acquire the required property in a timeframe calculated to allow for the orderlydvelopment of the Project If the OWNER or Development Transferee
is unable o acquire the required property the CITY shall consider in good faith the acquisition of the required property Subject to the following if the CITY is unable to acquire the
required property by negotiation or condemnation within the time frame provided for in Government Code Section 656462 the CITY shall not use such failure as grounds to deny Future Development
Approvals except for building permits for the Project despite the fact that the Soiftef Improvement has not been completed subject toOWNER delivering to CITY the full sum of monies described
hereafter Ftuhrtheer CsITY obligation to continue to issue Future Development Approvals as provided for in this Section is contingent upon ithe applicable OWNER or Development Transferee
having made a timely submittal of the improvement plans required for the respective SOitfef Improvement to the CITY and ii consistent with Govemment Code Section 656462 the OWNER or
Development Transferee entering into an agreement with the CITY to reimburse the CITY for costs incurred by the CITY in acquiring the required property and iii so long as OWNER or Development
Transferee has deposited with CITY an amount equal to the CsITY calculation of the costs necessary to design the Off Site 4mprovements acquire the real property enter into a contract
for such public work subject to all legal requirements and to construct the SOitfef Ismprovement which ara uncompleted OsWNER funding obligations under this section may be satisfied
through the public facility financing plan described in Section34 CITY may use these funds for community ticraoinmspeurtnaltiaon improvements within the Specific Plan Area in its sole
discretion 7113471 2100122 12
32 ReservedA 321 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 32 State and Federal Laws and Regulations Subject to compliance with the requirements of this Section32the 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 Aspproval Upon the identification of a subsequently
enacted federal or state law meeting the requirements of this Section CITY or OWNER shall provide the other parties with written notice of the state or federal law or regulation provide
a copy of the law or regulation and a written statement of conflicts with the provisions of of this Agreement Promptly thereafter CITY and OWNER shall meet and confer in good faith in
a reasonable attempt to determine whether a modification or suspension of this Agreement in whole or in part is necessary to comply with such federal or state law or regulation In such
discussions CITY and OWNER agree to preserve the terms of this Agreement and the rights of OWNER as derived from this Agreement to the maximum feasible extent while resolving the conflict
CITY agrees to cooperate with OWNER in resolving the conflict in a manner which minimizes tahneyffininaanncciaialloibmlipgaactitoonfsthoef cCoITnYflicutnudpeornthOisWANgEreRewmiethnotuCt
mITaYtearilasollyaignrcereesastoing bperonceescsesinsaaryptroomcopmt mplaynwnitehrOssuWchNFEeRderparlooproSsetadtechlaanwgepsrotvoidtheed Phroowjeecvt earstmhaaty the approval of such
changes by CITY shall be subject to the discretion of CITY consistent with this Agreement 323 Regulation for Health and Safety Nothing in this Agreement shall be construed to be in derogation
of CsITY 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 tfoorthaepEerxioigdenret aEsvoennatbfolyllonwecinegssdaerlyivteoryaonaf wlyrziteteenvnaolutaictee oafnsdudspeevenlsoiponatroesponse OWNER Immediately
thereafter the suspension shall end and CITY shall provide the OWNER with written notice of the existence of the Exigent Event a detailed explanation of the CsITY proposed action and
awritten statement of conflicts with the provisions of this Agreement Promptly thereafter CITY and OWNER shall meet and confer in good faith in a reasonable attempt to determine 7113471
2100122 13
whether a modification or suspension of this Agreement in whole or in part is necessary to comply with the Exigent Event In such discussions CITY and OWNER agree to preserve the terms
of this Agreement and the rights of OWNER as derived from this Agreement to the maximum feasible extent while resolving the conflict CITY agrees to cooperate with OWNER in resolving
the conflict in a manner which minimizes any financial impact of the conflict upon OWNER without materially increasing the financial obligations of CITY under this Agreement CITY also
agrees to process in an expedited manner OsWNER 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 sbubjeect to the discretion of CITY consistent with this Agreement 3 Further Assurances toOWNER Regarding Exercise of Reserved Authority 31 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 Aspproval 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 34 Consistent and Inconsistent Enactment 341 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 Aspproval 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 341t Restricts
the Vested Rights described in the Agreement or in any way limits or reduces the rate timing scope intensity use dreednuscittiyonmoarninncerreoarseseinqutheencninugmobfetrhesiDzeevheeloigphmt
eonr tsoqruaortheefrowoitsaegereoquf ilsreos tany structures buildings or other improvements modifies the standards and specifications applicable to the infrastructure required for the
Development or requires additional dedications exactions fees or mitigation other than that provided for in the Agreement 7113471 1I221002 14
3412 Is consistent with Section341hereof but is not ulnyifon applied by the CITY to all substantially similar development within the CITY or 3413 Imposes a new permit requirement or
procedure not already part ofthe Existing Regulations 342 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 3421 Transfers of units or permitted uses as requested by OWNER within the Property as provided for in Sections 2 and
3 of the Specific Plan 342 Changes in the phasing of the Development pursuant to an application from OWNER and approved by the CITY and Agreement 3423 Any legislative enactment authorized
by this 343 Consistency Between This Agreement the Development Plan Aspproval and Existing Regulations To the extent a conflict exists or develops between the Existing Regulations and
the Development Plan Aspproval the Development Plan Aspproval Shall be controlling To the extent a conflict exists or develops between this Agreement and any other Development Plan Aspproval
this Agreement shall be controlling 34Map Act Consistency As required by California Government Code Section 655867 any tentative map prepared for the Project shall comply with California
Government Code Section 676473 35 Amendment of Development Agreement 31 Initiation of Amendment Either CITY or OWNER may propose an amendment to this Agreement An operating memorandum
as defined below is not an amendment of this Agreement 352 Changes Requiring an Amendment Unless othentvise required by law neither an amendment to the Development Plan Aspproval nor
the approval of a Future Development Approval shall require an amendment of this Agreement unless the amendment 3521 Materially altem the permitted uses of the Property as a whole in
a manner inconsistent with the procedures established in the Specific Plan 7113471 2100122 15
352 Increases the density or intensity of use of the ProPerty as a whole3523 permitted buildings Increases the maximum height and size of Notwithstanding anything to the contrary herein
an amendment of this Agreement is not required ifOWNER pursues entitlements permits or approvals pursuant to a waiver of vested rights as provided for in Section31 353 Procedure The
procedure for proposing and adopting an amendment to this Agreement shall be the same as the procedure required for entedng into this Agreement in the first instance 354 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 prevision 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 a Development Transferee unless the rights duties or obligations of the Development
Transferee are affected To the extent the consent of an OWNER that did not initiate the amendment is necessary that OWNER shall not unreasonably withhold its consent Notwithstanding
the above that OWNER shall consent to the amendment on or before the t3hir0tietahs day after receipt of notice of the initiation of the amendment if as determined in that OsWNER reasonable
business judgment that proposed amendment Will not have a material adverse impact on the Development of that OsWNER portion ofthe Property 35 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 parties and if applicable a Development Transferee mutually find that nonsubstantive changes adjustments or clarifications are appropriate to further tihnceoinnsteisntdeendt
wpiuthrptohseesDeovfethloispmAegnret ePmlaennAst panpdrosuvcahlatrheenyomt mayatuenrlieaslslyotherwise 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 sbiygnaendy cboyrapocroartpeoorafftieceorffoicreorthoenrbpeehrsao
lfnodf eOsWignNaEteRdwfohricsuhchaftpeurrepxoesecuintioanwsrhitainllg be attached hereto as addenda and become a part hereof Unless otherwise required by law or by the Development Plan
Aspproval no such changes 7113471 2100122 16
adjustments or clarifications shall require prior notice or hearing public or oMtahnearwgiesreorNdoethsiinggneheerecoinnstrhaaryll taoutChaolriifzoerntihaeodr eFleedgeartaiolnLoafwauCthIoTrYityshtoal
tlhreecCoirtdy all Operating Memoranda and thereafter shall attach the recorded instrument to the CsITY original Agreement and shall provide OWNER a duplicate copy 36 Future Amendments
to Development Plan Aspproval The following roles apply to future amendments to the Development Plan Aspproval except that Section35shall control with respect to a nonsubstantive adjustment
of this Agreement and Section 37 shall control with respect to Future Development Approvals 136 OsWNER Written Consent It is contemplated by the parties that mutually agreed upon amendments
to the Development Plan Aspproval may be necessary Any amendments to the Development Plan Aspproval to which OWNER does not agree in writing shall not apply to the Property or the Project
while this Agreement is in effect entitlement re236quiringCaomnecnudrmreennttDoef tvheisloApgmreeenmt AegnrteaesmperonvtidAemdefonrdimn ent Any Section 35 hereof shall be processed concurrently
with an amendment to this Agreement in the manner required by law 363 Effect of Amendment Except as expressly set forth within this Agreement an amendment ofthe future Development Plan
Aspproval 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 Aspproval
is approved in accordance with Section136the amendment shall constitute for all purposes a Development Plan Approval and shall be treated as if it were in existence on the Effective
Date 37 Future Development Approvals 371 Exercise of CITY Discretion In connection with Future Development Aspproval or anyother actions which the CITY is expressly permitted to make
under this Agreement relating to the Project the CITY shall exercise its discretion ortake action in a manner which complies and is consistent with the Development Plan Aspproval and
the Existing Regulations Future Develo237pmentCAopnpcrouvrarel nretqDueirvinegloapmmeenndtmAegnrteoefmtheisntAAgmreeenmdemnteanst Any provided for in Section35hereof shall be processed
concurrently with an amendment to this Agreement 373 Effect of Future Development Approvals Except as expressly set forth within this Section37a Future Development Approval will not
alter affect impair or otherwise impact the rights duties and obligations of 7113471 2100122 17
the parties under this Agreement To the extent a Future Development Approval is approved in accordance with Sections371 and372the Future Development Approval shall constitute for all
purposes a Development Plan Approval and shall be treated as if it were in existence on the Effective Date 4 Obligations of the Parties 41 Fee and Exaction Related Responsibilities 41
Development Impact Fees CITY has adopted an ordinance requiring the payment of Development Impact Fees DIF This Agreement affects the means by which the DIF are collected and accounted
for as regards the Project The CITY will credit and thus not require cash payment to the CITY from OWNER except as where cash payments are specified in this Agreement The per unit credit
against otherwise payable DIF will be calculated atthe time each building permit is obtained by OWNER as issued by CITY CITY will carry the credit in its accounts and the same will be
evidence of an indebtedness OWNER owes to CITY CITY will grant the credit to OWNER and deem the debt satisfied at such time as CITY Accepts that part of the Public Infrastructure Improvements
that are within the scope of each individual DIF category specified hereunder In the event OWNER fails to obtain the CsITY Acceptance of the Public Infrastructure Improvement then CITY
may elect toi deem the DIF that is applicable to the type of improvement or subject matterthen due and payable in the afmuoulnlt OWNER would have been required to pay pursuant to the
DIF schedule in effect when the building permit is issued by CITY for each building permit ii Cease further issuance of building permits for all or any portion of the Project iii seek
specific performance of the Public Infrastructure Improvements or iv seek any other remedy available in law or equity CsITY election may include any one or any combination of the foregoing
remedies The DIF is comprised of several components each corresponding to different elements of the Public Infrastructure Improvements The individual component and the credit if any
is set forth hereunder 41Street Improvement DIF Component The OWNER shall be granted a credit for One Hundred Percent 100 of the Street Improvement component so long as OWNER completes
and CITY Accepts the Public Infrastructure Improvements 412Traffic Signal DIF Component The OWNER shall be granted a credit for One Hundred percent 100 of the Traffic Signal component
so long as OWNER completes and CITY Accepts the Public Infrastructure Improvements 7113471 lPJl21002 18
413Library and Corporate Facilities DIF Components These components require cash payment of the fees in effect at the time of issuance of each building permit 414Fire DIF Component The
OWNER shall be granted a credit for One Hundred pement 100 of the Fire component so long as OWNER completes and CITY Accepts the Fire Service Improvements as defined in Section416a and
b 415Park and Recreation DIF Component The OWNER shall be granted a credit for One Hundred pement 100 of the Park component so long as OWNER completes and CITY Accepts the Park improvements
The Parks shall be built in accordance with the Specific Plan which includes the following specific matters a A a17c9re Sports Park Planning Area 27 b A51acre Neighborhood Park Planning
Area 6 c The developer shall also be responsible to design and construct not less than a whiadtlhf street and rwoigahfyt improvements related grading and Utility connections to the park
site at the Dseveloper cost with no credits towards the Park component of DIF In addition to any other impmvements
OWNER Shall construct at its own cost not later than the thirtieth 30 day before the Acceptance of each park including the following 1 Street and rwoigahfytimprovements adjacent to the
Sports Park including Butterfield Stage Road and the North Loop 2 Street and rwoigahfyt improvements adjacent to the Neighborhood Park including Murdeta Hot Springs Road and A Street
as referenced in the Specific Plan 4151General Parks Provisions a All real property shall be conveyed as provided for in Section415and41OWNER shall demonstrate the condition of title
pursuant to CLTA title insurance policies in an amount equal to both the value of the land and the actual costs ofthe improvements located thereon b OWNER shall work with the CITY to
design the Community Sports Park and the Neighborhood Park site to the satisfaction of the Director of Community Services and consistent with the requirements of Section 421of the Specific
Plan with two 2 lighted fucll sTizheedCsoomccmeurnfiietyldSsptowrtos2Parlkigwhtielldgefunllesraizlleydbbeailml fpiereldvesdtwo 7113471 2100122 19
2lighted basketball courts arcmeoansincttreeonsasonirocnnebuilding age appropriate play structures picnic shelter concrete walkways and parking improvements The Park DIF credit allocated
to OWNER under this Agreement for the design and construction of the Community Park is9020809 OWNER shall provide verification to the CITY of actual design and construction costs Any
and all design and construction cost in excess of9020809shall be the sole responsibility of OWNER The Community Sports Park shall be completed including the completion of the d9a0y maintenance
and establishment period to the satisfaction of the Director of Community Services and the grant deed Accepted by the City Council pdor to the issuance of the 700h residential building
permit in the Project d The Neighborhood Park will generally be improved with age appropriate play structures one 1lighted basketball court restroom picnic shelter open turf area concrete
walkways and parking improvements The Park DIF credit allocated to OWNER under this Agreement for the design and construction of the Neighborhood Park is 060205 OWNER shall provide verification
to the CITY of actual design and construction costs Any and all design and construction cost in excess of060205shall be the sole responsibility of OWNER The Neighborhood Park shall be
completed including the completion of the d9a0ymaintenance and establishment period to the satisfaction of the Director of Community Services and the grant deed Accepted by the City
Council pdor to the issuance of the 400th residential building permit in the Project 41t52Private Recreation Space a 201 Acres of Open Space This real property is generally located north
and northeast of the Property OWNER has a legal commitment to participate in County Assessment Distdct No 161 Subregional Habitat Conservation Plan CITY and OWNER recognize that OWNER
has committed approximately 201 acres of open space to permanent open space and native habitat preservation use Preservation Site OWNER and CITY agree to use their best efforts to cause
the control jurisdiction and management of the Preservation Site to be transferred to the CITY The final decision to accept the maintenance aonrd ownership of the Preservation Site will
be at CsITY sole discretion b Private Recreation Facility Improvements OWNER has developed renderings depicting recreation facilities to be located in the private recreation areas planned
on the Property OWNER has further represented and listed a scope of uses activities amenities and items of 7113471 2100122 20
pperorSpoenrtayl that will be provided within the pdvate recreation area The listing of these items together with the size and scope of the recreation facilities is set forth on Attachment6hereto
titled Recreation Amenities OWNER agrees that the buildings improvements items of personal property and programs setforth thereon will be developed constructed installed and implemented
in accordance with the provisions set forth in the Specific Plan 412 Quimby Fee The Project purSuant to the requirements of Section 1336 of the CsITY Subdivision Ordinance is obligated
to provide 2718 acres of real property for park and recreation purposes This requirement will be satisfied in full upon CsITY Acceptance of the real property and the OsWNER completion
of the private recreation components as described inSections281 and42of the Specific Plan 413 Development Agreement Fee OWNER shall pay to the CITY the aggregate sum of money determined
by the following formula Add the sum of the following formula1500 x 2015 the maximum number of residential dwelling units allowed under the Specific Plan 0530202 Totshume of the fOllowing
formula 030x 01010 the maximum amount of square feet of commemial development allowed under the Specific Plan 03030Total sum due CITY 3530502 4131CITY Collection of Funds a OWNER shall
pay to CITY and CITY shall accept the sum ofTwo Million DollarS002000out of the Development Agreement Fee for CITY to use for the provision of the Fire Service Improvements described
in Section416 The monies shall be paid to CITY within thirty 30 calendar days of the formation and funding ofthe public finance district referenced in Section43 This fee is nonrefundable
to OWNER regardless of the continuing status of this Agreement b CITY shall defer collection of the remaining monies atttriboutable this Development Agreement Fee t35005002to the formation
of the public finance district At the time the public facilities finance mechanism as referenced in Section43is funded this debt will be deemed satisfied in full If the financing mechanism
is not in place on the Commencement Date and the parties have waived the termination of this Agreement pursuant to Section24 OWNER shall without demand by CITY deliver CITY the sum of350105002on
the day immediately following the described one year anniverSary date 7113471 2100122 21
414 Fee for Public Art Open Space and Habitat Preservation in consideration of CsITY performance pumuant to the terms of this Agreement OWNER agrees to pay to City a fee of Two Hundred
Dollars20000per dwelling unit which the CITY agrees to use for oCwniteyd public art and open space and habitat preservation purposes The fee will be paid upon the issuance of each building
permit for a residential unit The CITY agrees to use all proceeds of the art fee paid pursuant to this Section on a site located within the Property Notwithstanding the foregoing CITY
agrees to waive aonrd defer the following sums pursuant to the following terms a Credit in the amount of One Hundred Fifty Dollars 10500per residential unit in consideration of OSWNER
contribution of approximately 200 acres of open space and other contributions towards the acquisition of open space lands b Credit in the sum of Fifty Dollars050per residential unit
so long as OWNER provides the full sum Art in Public Places monies calculated by multiplying the number of units permitted by the Specific Plan times the050sum per unit Pdor to the issuance
of the 301st building permit the OWNER shall prepare and submit to CITY for review and approval a Public Art Program The design of theart psiece shall be approved by the Community Services
Director pursuant to such Public Art Program The location of the art psiece shall be consistent with the approved Public Arts Program The approved public art shall be installed by OWNER
and Accepted by CITY prior to the issuance of the 510t building permit within the Project 415 Transit Contributions a Transit Mitigation Fee A Transit Mitigation Fee in the amount of
Three Hundred Thousand Dollars030000shall be paid by OWNER to CITY prior to the 510a building permit being issued by CITY for the project The funds may be used to further any owbjeect
of the Agreement between the CITY and RTA b PRNaidrek OWNER shall provide as described in the Specific Plan ty5d0esignate rpniadrekspaces for public use prior to the issuance ofthe t
st building permit in Planning Areas 10 12 14 through 23 3331Aand 33B The spaces shall be consistent with the standards set forth in the Specific Plan 416 Fire Service Improvements The
following shall satisfy OsWNER obligations regarding this component a Conveyance of Land On or before the thirtieth 30th calendar day after the Annexation Date of this Agreement OWNER
accomplish the following 7113471 2100122 22
1 Fee simple title shall be conveyed to CITY frae and clear of all liens and matters of record policy insuring csITY title to the Station Site in an amount equal to the fair market value
of the Station Site 3 The pamel shall have not less than one and ohnaelf15acre of fiat land usable for development as a CITY fire station no event shall the site be in excess of three
3 gross acres OWNER shall provide CITY a CLTA insurance In b Gqradin Prior to the issuance of the first 1st building permit OWNER shall rough grade the parcel Grading of the fire station
site will require the approval of grading and improvement plans and the issuance of permits for property located in the County of Riverside The CITY agrees to use its best efforts to
obtain a Joint Powers Agreement with the County of Riverside to accomplish these and other Project improvements if necessary c Construction Section4131OWNER shall tender the Sum of Two
Million Dollars002000and CITY shall accept the money from OWNER for the purpose of CsITY design and construction of a Fire Station and acquisition of title to afire truck of CsITY sole
selection Until the Fire Station is constructed staffed equipped and deemed operational by the Fire Chief of CITY and the secondary access as defined ion Attachment5is completed OWNER
and any Development Transferee shall not be issued and shall not seekthe issuance of any building permit in any Planning Area as the same is defined in the Specific Plan with the sole
exception of a total of One Hundred Seven 107th residential building permits within Planning Areas lA2 and 3 except as described in the following paragraph Upon receipt of the dght to
the Two Million Dollars002000 and the real property CITY shall commence and complete the design and construction of the Fire Station CITY anticipates completing the construction of the
Fire Station on or before tfwoeuntyr24 months from the date the monies and land are received The Fire Chief in his sole discretion may allow a maximum of 250 residential building permits
total for the Project to be issued within Planning Areas IA 2 3 4A and 4B so long as the permanent fire station and the secondary access as defined in Attachment5 are substantially under
construction atthe time such additional building permits are requested d Fire Station CSontsrtreucetiotn Improvements OWNER shall subject to final review and Acceptance by CITY construct
the street improvements adjacent to the Fire Station in conformance with the conditions set forth in this Agreement and subject to the CsiTYapproved street improvement plans for the
public sstreet which are immediately adjacent to the Fire Station OWNER shall commence and complete the street improvements including but not limited to asphalt concrete travel lanes
concrete curb and 7113471 2100122 23
gutter sidewalk per Specific Plan and rwoigahfytlandscaping as required by CITY The improvements described in this Section shall be completed not less than thirty 30 calendar days prior
to the date the CITY will place the Fire Station in full operation e Release Upon the funding of the public finance district or other financing mechanism and CsITY ability to utilize
such monies for construction of a permanent fire station as described in Section 416and the Acceptance of title to the site then OsWNER further obligations to pay the Fire component
of the DIF will be credited by CITY and CITY shall not impose restrictions on building permit issuance based upon nonpayment of the Fire component of the DIF f Limitation on Participation
The OWNER agrees to not participate in the design or construction of the Fire Station even if it is funded by a public financing district However to ensure architectural compatibility
with future development CITY agrees to allow OsWNER architect to coordinate with the amhitect hired hired by CITY for the sole purpose of providing input into the architectural themes
of the extedor to the Fire Station 417Other Fees a Pqrocessin and Application Fees OWNERshall pay the application and processing fees customarily imposed on the type of entitlement or
permit sought at the rate and in the amount imposed by CITY pursuant to the fee schedule resolution or ordinance applicable to all projects in the CITY and in effect at the time the
application is submitted to and accepted as complete by the CITYb Transportation Uniform qMatliotni Fee UMF TUMF is anticipated to be adopted by both CITY and the County of Riverside
OWNER shall pay all TUMF fees that are required to be paid under TUMF in accordance with the terms of the program that are in effect at the time OWNER obtains each building permit OWNER
may apply for credits or reimbursement in conformance with the adopted TUMF program provisions 24 Physical Improvements In consideration of the CsITY promises and performances OWNER
agrees to the following 24tsOitfef Improvements Subject to CsITY assistance and pursuant to Section3135OWNER shall be solely responsible for funding acquiring rwoigahfyt slope easements
rights of entry temporary construction easements as well as constructing all improvements identified in Attachment u5 24 SOitneImprovements OWNER shall be solely responsible for funding
acquiring rwoigahfyt slope easements rights of entry 7113471 2100122 24
temporary construction easements as well as constructing all otherSOitne limpmvements necessary to accomplish the Development in whole or part 34 Public Facility Financing Plan In consideration
forOsWNER commitments under this Agreement to provide certain SOitne and SOitfef Improvements and to assist in the formation thereof the CITY agrees to use best efforts to cause to be
formed a means to finance the Improvements which most likely will be a Community Facilities DistrictCFD The parties agree that no residential building permit within any Planning Area
regardless of whether the improvements will be public or private or commercial or residential shall be issued until the CFD is formed and funded CITY shall determine the appropriateness
of all proposed improvements financed through the CFD 4 Related Real Property Conveyances Conditions to Development Agreement 41 Liens Encumbrances and Environmental Conditions All real
property dedicated to the CITY pursuant to this Agreement shall be free and clear of any and all matters of record that the CITY objects to in its sole discretion including but not limited
to matters which require the direct payment of money excluding all dnelionqunenttaxes and assessments including but not limited to deeds of trust and mechanic liens The real property
shall also be dedicated free of other encumbrances of record that would prevent the CITY from using such dedicated facility for its intended use as identified herein or as reasonably
inferred as relating to such use Further the real property shall be warranted to the best of OsWNER 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 45 Reclaimed Water Facilities and Use OWNER and CITY recognize that the State of Califomia has adopted laws which address the useof recycled and reclaimed water for landscaping
and open space irrigation use Particularly the Water Recycling in Landscaping Act California Government Code Section 65601 et seq imposes obligations to utilize recycled water when certain
circumstances are present CITY also recognized OWNER seeks certainty as to its development obligations The parties hereby agree to use their best efforts to relieve or deferOsWNER obligation
to provide recycled water service to the Project subject to all legal requirements imposed on CITY or OWNER to provide recycled water for landscaping and open space irrigation use 5
Indemnification and Defense Except to the extent of the active negligence or willful misconduct of the Indemnified Parties as defined below OWNER with respect to the Property and the
Development Transferee with respect to the portion of the Property transferred to that Development Transferee agree that during the Term of this Agreement to defend the CITY and its
agents 7113471 2100122 25
officers contractors attomey and employees the Indemnified Parties from and against any claims or proceeding against the Indemnified Parties to set aside void or annul the approval of
this Agreement OWNER and Development Transferee may be individually referred to herein as Indemnifying Party and collectively as Indemnifying Parties Each Indemnifying Party shall retain
settlement authority with respect to any matter conceming that Indemnifying Party provided that prior to settling any such lawsuit or claim with respect to that Indemnifying Party the
Indemnifying Party shall provide the CITY and the other Indemnifying Parties with a minimum ten 10 business days written notice of its intent to settle such lawsuit or claim If the CITY
or the other Indemnifying Parties in their reasonable discretion do not desire to settle such lawsuit or claim it may notify the applicable Indemnifying Party of the same in which event
the applicable Indemnifying Party may still elect to settle the lawsuit or claim as to itself but the sneottlinng parties may elect to continue such lawsuit at their cost and expense
so long as iwith respect to the CITY the CsiTYdecision 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 Psarty
property 6 Relationship of Parties OWNER is not the agent or employee of the CITY The CITY and OWNER hereby renounce the existence ofany 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 withAlreement 71 Periodic Review The CITY and OWNER shall review this Agreement once every m1on2th 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 72 Good Faith Compliance During each periodic review OWNER shall be required
to demonstrate good faith compliance with ali material terms of this Agreement The parties recognize that this Agreement and the documents incorporated herein could be deemed to contain
hundreds of requirements and that evidence of each and every requirement would be a wasteful exercise of the parties resources Accordingly OWNER shall be deemed to have satisfied its
good faith compliance when it presents evidence of substantial compliance with the material provisions of this Agreement Generalized evidence or statements of compliance shall be accepted
in the absence of any evidence that such evidence is untrue 7113471 2100122 26
73 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 74 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 OSWNER 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 OsWNER good faith compliance with this Agreement and such review and determination shall proceed in the same
manner as provided for the annual review The City Council shall initiate its review pursuant to this Section74only if it has probable cause to believe the CsITY 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 75 Administration of Agreement Any final decision by the CITY Staff conceming
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 76 Availability of Documents If requested byOWNER 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 OsWNER request on or before ten 10 business days have elapsed from the CsITY receipt of such request 8 Events of Default Remedies
and Termination Unless amended as provided in Section 35or modified or suspended pursuant to Government Code Section 655869 or terminated pursuant to this Section 8 this Agreement is
enfomeable by any party hereto 81 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 OWNER has not complied in good faith with the maatle terms and conditions of this Agreement the CITY shall by written notice to OWNER specify the manner in which the allegedly defaulting
party has failed to so comply and state the steps the allegedly defaulting party must take to bring itself into compliance If within sixty 60 days after the effective date of notice
from the 7113471 2100122 27
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 psarty Property pursuant to Government Code Section 615865 or may seek specific performance as set forth
in Section83 82 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 teermfsthis Agreement
and OWNER may terminate this Agreement and in addition may pursue specific performance as set forth in Section83 OWNER shall not retain the right to seek and hereby expressly waives
the right to seek damages against CITY for any action or failure to act under this Agreement 83 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 ofthe 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 orOWNERfails 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 Section841to withhold an approval or permit upon a specified condition
being satisfied by OWNER in the future and ifOWNER then fails to satisfy such condition the CITY may be entitled to specific performance for the sole purpose of causing that nonperforming
party and only that nonperforming party or any party with an obligation to so perform the condition to satisfy such condition The CsITY right to specific performance shall be limited
to those cimumstances set forth above and the CITY shall have no right to seek specific 713471 I 2100122 28
performance to causeOWNER or a Development Transferee to otherwise proceed with the Development of the Project in any manner 84 Institution of Legal 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 84shall be considered a temporary judge appointed pursuant pursuant to Article 6 Section 21 of the California Constitution 841 Effect of Noncompliance
Notwithstanding the foregoing to the extent the Development Plan Aspproval expressly psrovide that Development of the Project or a portion thereof is directly dependent upon the performance
of material obligations assumed by OWNER or a Development Transferee which material obligations have not been performed the CITY may in addition to any other remedy available to it in
its reasonable discretion withhold any permits aonrd approvals including without limitation certificates of occupancy with respect to those directly dependent portions of the Project
from OWNER aonrd Development Transferee until such obligations have been substantially performed 85 Estoppel Certificates CITY or OWNER may at any time deliver written notice to the
other party requesting an estoppel certificate the Estoppel Certificate A party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting pJa
within 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 85tThe Agreement is in full force and effect and is a binding obligation of the parties 852The Agreement has been amended or modified either orally
or in writing and if so amended identifying the amendments 7113471 2100122 29
358 A default in the performance of the requesting psarty obligations under the
Agreement exists and if a default does exist the nature and amount of any default 9 Waivers and Delays 91 No Waiver Failure by a party to insist upon the strict performance of any of
the provisions of this greement by the other party and failure by a party to exemise its rights upon adefault by the other party hereto shall not constitute a waiver of such psarty right
to demand strict compliance by such other party in the future 29 Third Parties pNerfoormannce shall not be excused because of a failure of a third person except as provided in Sections93or94
93 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 rites wars riots or similar hostilities strikes and other labor difficulties beyond that psarty control action or inaction by the CITY which actions or inactions are breaches
of any term of this Agreement judicial decisions or litigation regarding the Development Plan Aspproval or Future Development Approvals or other similar events 94 Extensions The Term
of this Agreement and the time for performance by a party of anyof its obligations hereunder or pursuant to the other Development Plan Aspproval shall be extended by the actual pedod
of time that anyof the events described in Section39exist aonrdprevent 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 95 Notice of Delay OWNER shall give prompt notice to the CITY of any delay which OWNER anticipates
or believes to have occurred as a result of the occurrence of any of the events described in Sections93or94 In no event however shall notice of a delay of anylength 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 arises during that rime whichever comes first 10 Notices All notices
required or provided for under this Agreement shall be in writing and delivered in person sent by certified mail postage prepaid return receipt requested or by Federal Express or other
similar nationwide overnight delivery service Notices required to be given to the CITY shall be addressed as follows 7113471 2100122 30
City of Temecula 43200 Business Park Drive Post Office Box 9033 Temecula CA 992053839 Attention Planning Director With a copy to Richards Watson Gershon ETihgihrttyh Floor 333 South
Hope Street Los Angeles CA 910406791 Attention Peter M Thorson City Attorney Notices required to be given to OWNER shall be addressed as follows Ashby USA LLC 470 E Harrison Street Corona
CA 92879 Attention Richard Ashby With a copy to Cox Castle Nichoison LLP 19800 MacArthur Boulevard Suite 600 Irvine CA 922463152 Attn Deborah Rosenthal Esq Any notice given as required
by Section 10 shall be deemed given only if in writing and upon delivery as provided for in this Section 10 A party may change its address for notices by giving notice in writing to
the other party as required by this Section 10 and thereafter notices shall be addressed and transmitted to the new address t1 Attomeys 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 48 above as an
item of damage aonrd 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 655868 of the Government Code 7113471 2100122 31
13 Effect ofAlreement on Title 113 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 123 Encumbrances and Lenders lRhti 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 OsWNERobligations
under the Agreement which has not been cured within the time frame established in Section 81 hereof 1123 Notwithstanding OsWNER 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 ofthe written notice of default ii as to defaults requiring title or possession of the property or any portion thereof
to effectuate a cure ithe bmeonretgfiacgiaerey agrees in writing within ninety 90 days after receipt from CITYof the written notice of default to perform the proportionate share of OsWNER
obligations under this Agreement allocable to that part of the Property in which the bmeonretgfiacgiaerey has an interest conditioned upon such bmseonretgfiacgiaerey acquisition of the
Property or portion thereof by foreclosure including a trustee sale or by a deed in lieu of foreclosure iithe bmeonretgfiacgiaerey 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 iiithe bmeonretgfiacgiaerey promptly and
diligently commences to cure such Default after obtaining title or possession 123Notwithstanding Section 1123 of this Agreement if any bmeonretgfiacgiaerey 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 OWNER the times specified in Section 1123 of this Agreement for commencing or prosecuting foreclosure or other proceedings shall be
extended for the period of the prohibition t233Neither entering into this Agreement nor a breach of this Agreement shall defeat render invalid diminish or impair the lien of any 7113471
2100122 32
existing or future mortgage or deed of trust on the Property made in good faith and for value 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 thergby if the tribunal finds that the invalidity was not a material part of consideration
for either Party the Agreement as a whole If the tribunal finds that the invalidity was a material part of the consideration this Agreement will terminate unless CITY and OWNER agree
to amend this Agreement as provided for herein Upon a termination arising from the application of this Section 14 each Party agrees the Specific Plan shall be suspended as to all unpermitted
development activity pending the CsITY determination regarding repeal or modification of the same 15 Subsequent Amendment to Authorizing Statu This Agreement has been entered into in
reliance upon the provisions of the Development Agreement Legislation in effect as of the the Effective Date Accordingly subject to Section32above 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 116 Interpretation and Goveming
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 Califomia 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 CsITY police powers In this regard the parties understand
and agree that this Agreement shall not be deemed to constitute the surrender or abnegation of the CsITY governmental powers over the Property or any decision arising from the Agreement
directly or indirectly 126 Section Headings All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement
136 Gender The singular includes the plural the masculine gender includes the feminine sihsall mandatorymay is permissive 146 No Joint and Several Liability No breach hereof by OWNER
or Development Tsrahnsaferelelconstitute a breach by the non breaching party Any remedy obligation or liability including but not limited to the obligations to 711347t 2100122 33
defend and indemnify the CITY adsing by reason of such breach shall be applicable solely to the party that committed the breach However the CITY shall send a copy of any notice of violation
to all OWNERS and Development Transferees including those not in breach 156 Covenant of Good Faith and Fair Dealing No party shall do anything which shall have the intentional effect
of harming or injuring the right of the other parties to receive the benefits provided for in this Agreement each party shall refrain from doing anything intentionally which would render
its performance under this Agreement impossible and each party shall do everything which this Agreement contemplates that such party shall do in order to accomplish the objectives and
purposes of this Agreelment 166 No Waiverof Vesting Nothing in this Agreement shall be construed as limiting or impairing any vested rights to proceed with the Development or use of
the Property arising independently from entitlements including those approved for the Project 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 176 Time of Essence Time is of the essence regarding each provision of this Agreement of which time is an element
t86 Recitals All Recitals set forth herein are incorporated in this Agreement as though fully set forth herein 196 Entire qAreement 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 Govemment Cede Section 66a6452 any tentative map which relates
to all or a portion of the Property shall be extended for the greater of ithe Term of the Agreement or iiexpiration of the tentative map pursuant to Section 666452 18 Not for Benefit
of Third Parties This Agreement and all provisions hereof are for the exclusive benef of the CITY and OWNER and its assignees pursuant to Section25and shall not be construed to benefit
or be enforceable by any third party 7113471 2100122 34
19 Attachments The following attachments ara hereby incorporated by reference as if fully set out in the body of this Agreement Attachments Description 23456 Legal Description of the
Property Plat of the Property Described in Attachment 1 Zoning District Development Standards Existing Regulations SOitne and SOitfef Improvements Recraation Amenities 20 Counterparts
This Agreement may be executed in counterparts each of which shall be deemed an original IN WITNESS WHEREOF the parties herato have executed this Agraement on the day and year dated
below Dated 2002 CITY CITY OF TEMECULA a municipal corporation By Name Title Mayor ATTEST City Clerk APPROVED AS TO FORM City Attorney 7113471 2100122 35
Dated 2002 OWNER Ashby USA LLC a Califomia Limited Liability Corporation By Ashby Development Company Inc a Califomia Corporation ginMember By Name Justin K Ashby Title President State
of Califomia ss County of Riverside On HoLbr3ee 3lersonally appeared du personallyInown to me or proved toomncthe basis ofsvsfidaeactnocrteyto be the pserson whose esresubscribed to
the within instrument and acknowledged to methat thheey xeecuted the same tenlherirauthorized claepacsity and that terhressignature on thetTrumernt the pserson or the entity upon f which
the pserson acted executed the instrument Witness my hand and official seal SignatureoNotary State of Califomia ss County of Riverside On before me personally appeared personally known
to meor proved to me on the basis of satisfactory evidence to be the pserson whose nsame iasre subscribed to the within instrument and acknowledged to me that tshhheeeyexecuted the same
in thhheeisirrauthorized ciaepacsity and that bbeyhthhahlf oefeiwshiircrh tsshiegnpsaetrusroenonatchteedinesxtreucmuteendt tthheepsinestrrusmoenntor the entity upon Witness my hand and
official seal Signature of Notary 7113471 2100122 36
ATTACHMENT1 Legal Description of the Property 7113471 2100122 37
RORIPAUGII RANCH PROJECT Metes and Bounds description of the Northohnaelfof the North ohnaelfof Section 20 of T7S R2WMBS Beginning at the Northeast comer of said Section 20 thence along
the easterly line of said Section 20 South 0 34 31W 183019 feet to the North Sixteenth comer thereof Thence along the Southerly line of the Northohnaelfof the Northohnaelfofsaid Section
20 North348168 West a distance of582259feet to the North Sixteenth comer thereof Thence along the West line of said Section 20North 00026 13 West a distance of 123319 feet to the Northwest
comer thereof Thence along the Northerly line of said Section 20South038578East a distance of502323 feet to the Point of Beginning containing an area of 14558 acres more or less This
description is for exhibit purposes only The true legal description is The North ohnaelfof the Northohnaelfof Section 20 Township 7 South Range 2 West San Bemardino Base and Meridian
County ofRiverside State of California according to the Official Plat thereof
RORIPAUGH RANCH PROJECT Metes and Bounds description of Section 21 of T7S R2WSBM Beginning at the Northeast comer of said Section 21 thence along the easterly line of said Section 21
South 0 59 15 West 296764 feet to the East quarter section comer thence continuing along said easterly line South 0 21 34West 206376feet to the Southeast comer of said Section 21 thence
along the Southerly line of said section North 89 39 13 West 582882 feet to the Southwest comer ofsaid section tahleonncge the westerly line of said section North 0 33 47East 388609
feet to the North sixteenth corner ofsaid section thence continuing along said westerly line North 0034 31 East 183109feet to the Northwest section comer thence along the northerly line
of said section North 88 29 37East 532996 feet to the Point of Beginning containing an area of6232 acres more or less This description is for exhibit purposes only The true legal description
is Section 21 Township 7 South Range 2 West San Bemardino Base and Meridian County of Riverside State ofCalffomia according to the Official Plat thereof
RORIPAUGH RANCH PROJECT Metes and Bounds description of a portion of Section 20 of T75 R2WBM Commencing at thc North sixteenth comer ofSection 20 Township 7 South Range 2 West Son Bemardino
Base and Meridian being thc Northeast comer of that tcaola pawel designated as Not a Part as shown byPcmeMap on file in Book 1 ofParcel Maps pages 44 through 46 thereof Records of the
County of Riverside California thence along the easterly line ofsaid Section 20 South 0 3437W a distance of974 3 feet to the True Point ofBagtnniag Thence North 8590825 West a distance
of9829 feet more or less to the Easterly linc of the and conveyed to the Metropolitan Water District of Southern California by deed recorded April 24 1968 as Instrument No 37774 Official
Records of said County Thence ldong said Easterly line Notlh01329 a distunce of76692 feet Thence on a line parallel with the South line ofsaid parcel designated as Not a Part South 8590825
Fast a distanceof76751 feet to the True Point ofBagiening containing an area of1547acres more orless This description is for exhibit opsueqs only
ATTACHMENT2 Plat of the Property Described in Attachment 1 7113471 2100122 38
7 SOE880S37 502525 N I N RlSECRO T7RBRMW N46818W 582259 POR SECRO T7RBRMW RIVERSIDE COUNt CALIFORNIA I DAVID EVANS CITY OF EUECULA DABSOOIATEBo EXHIBIT RORIPAUGH RANCH F eHwOaOuNweoeS30u0
PROJECT ASHBYmELOPMENr COUNIY o IEMECULA B 0102
1 N2E37898 532996 N13W8399 582882 16 POINT OF BEGINNING 15 RIVERSIDE COUNIY CALIFORNIA DAVID EVANS CflY OF 1EUECULA m o uDASBOOIATE8 NO EXHIBff RORIPAUGH RANCH 800 Nath HavenAllUeulte
300 PROJEOT u Onta Callfom91764 B Phone 5g8a7O51g0 ChUEN 0102
EASTERLY UNE OF INST 3N77704 RO ROEC 4246 MBP4146 COUMENCEkiENT sec L POR KCEO N285996219 1PMBEXHIBIT RORIPAUOH RANCH El PROJECT u ECNLT 1o2 slmY OOPMEEmNT
ATTACHMENT 3 Zoning District Development Standards 7113471 2100122 39
SPECIFIC PLAN ZONING ORDINANCE 51 PURPOSE AND INTENT The zoning for the Specific Plan area is Specific Plan Oveday This section of the Specific Plan establishes zoning districts and
land use regulations and standards that will control land use and deveicpmem in the land uses identified for the Specific Plan area These regulations amend and supersede the regulations
of the Tuelmae Development Code Where standards and regulations am not specified In this Specific Plan the rtequsiremef of the Temecula Development Cede shall provide the regulatory
authority This section also identifies the procedures tobe used to review site plans for development projects proposed within the Specific Plan Sapreeciaal standards for residential
development are also included here The Site Planning and Architectural Design Guidelines in Section40am intended to be used in conjunction with the zoning and development standards stated
here Thefollowing standards will serveas theprimary mechanism or implementation ofthe land uses for the Roripaugh Ranch Specific Plan These regulations providean appropriate amount of
flexibility to anlicipata future needs andto achieve compatibility between land uses Principal land uses for the Specific Plan shall be as follows Residential Land Uses Low DensityLFSainmgilley
Detached PA 10 19 20 3231A and 33B Low Medium LM Density FSainmgilley Detached PA14AB 16 18 Medium M1 Densit7 FSainmgilleyDetached PA 23 and 24 Medium M2 Density FSainmgilleyDetached
and Attached clustered PA 12 14 15 22 and 31 2 commemlal Neighborhood Commercial PA 11 3 Parks and Open Space Private Recreation Centers PA 5 30 PrivatePMairnkiPA lB Parks PA 6 27 Habifat
OS1 PA 8 9A 9B and 13 Flood Control OS2 PA 7B 7C 25 26 and portions of 14 and 27 LandscapeSope OS3 PA7A and parti0n of6 4 anEtnlaedrlMiddle School PA 28 and 29 5 Fire Station PA 32
SPECIFIC PLAN ZONING ORDINANCE 52 GENERAL PROVISIONS This section of the development regulations states the general roles that must be observed by all development projects in order to
protect the publio health safety end welfare These regulations apply to all planning areas within the Rorlpaugh Ranch Specific Plan unless otherwise specified 1 Roripaugh Ranch Site
Planning and Architectural Design Guidelines All development within the Rortpaegh Ranch Specific Plan area is subjent to the polle provisions of the Site Plaonlng Section40end Amhitectuml
Design Guidellnas Section40 adopted by ordinance ofthe Temecula City Council The Design Guidelines In conjunction with the development sitasnder contained In this Specific Plan and those
of the Temecula Development Code shall regulate development within the Specific Plan area The Daslgn Guidelines will be admlnistsred through the City of Temecula Planning Department
All development within the Roripau Ranch Specific Plan area shall be subjectto the Development Standards In this seotlon ofthe Specific Plan 2 CedeComplianca All construction and development
within the Rodpaugh SRpaencicfihc Plan amashell comply with applicable provisions of the Specific Plan the Unlfon Building Code and the various related mechenical electrical plumbing
andtim codes water ordinance grading and excavation codes and subdivision codes In effect In the City of Temeoula at the time bgurailddiinngg permits am obtained 3 Setback Requirements
The setback requirements are as spenlfiod within the stendards identified In the plan for each zoning distrlcL Ifontheorwiste speeifled all setbacks shallbedetermined as thepuerlpaenrd
distance from the existing Or planned streettwogahfytline or properly lIne to thefoundation point of the closest structure 4 Exceptions ff specific development standardshave notbeen
established or ffan issue condition or situation misss or occurs that is notcytean onderstendable in the Specifio Plen then these regulatioos and standards of the City of Temecula Development
Code Code that are applicable for the most similar use condifion or situation shall apply es determined bythe Community Development 5 Enforcement Enforcementof theprovielons herein shall
be Inthe mannerspcoltled In theTomecula Municipal Code for zoning enforcement 6 Unspecified Uses Whenever a use has notspecifically been listed as being a permitted use in a partiouler
zone classification within the Speclfio Plan it shall bethe duty ofthe Planning Directorto determIne if said use is 1 oonelstent with the Intent of the zone and 2compatible with other
listed permitted uses Any person aggrieved bythe decision may appeal tothe PlanningCommission
SPECIFIC PLAN ZONING ORDINANCE 53 RESIDENTIAL DEVELOPMENT STANDARDS The Roripaugh Ranch Specific Plan provides a mix of diverse housing products including five fderent housing types
that fall within lhres of the Csity General Plan residential designations Temecula General Plan Specific Plan Dealanatlen Residential Deslnnatlan L02000sq ft FSainmgilley12dauc LM5000and6000
FSainmgilley25dauc Min5000 sf lot size M1 and M24000end NA FSainmgilley172 dauc Min standard4000 sf lot size Min clustered3000 sf lot size for detached Low Density Residential FSainmgilley25dauc
Low Medium Density Residential FSainmgilley36dauc Medium Density Residential FSainmgilley172 dufac
SPECIFIC PLAN ZONING ORDINANCE 531 DESCRIPTION OF RESIDENTIAL DISTRICTS LOW DENSITY RESIDENTIALL PLANNING AREAS NOS 10 19 20 21 33A AND 33B The Low Density Reeldentlal Lzoning district
is Intended to provide for the development of single family detached homes on large lots with a unique character ofdevelopment Typical lot sizes In theL zoning district will be a minimum
of02000 square feet with I acre minimum lots along the exterior perimeter of Planning Areas 19 20 21 and33A Private equestrian use will only be allowed on lots one aore or larger adjaoant
to theumsuletitrail in Planning Areas 19 20 21 Planning Area 33B shall not be developed es a part of Rorlpaugh Ranch This planning area shall eventually be combined with the adjacent
residential areas to the north LOW MEDIUM DENSITY Lllil PLANNING AREAS NOS lA 2 3 4A 4B 16 17 end 18 The Low Medium LM zoning district is intended to provide for the development of fsainmgilley
homes on lots of5000 square feet to6000square feet Planning Areas 1 2 3 4A 4B and 16shall have a minimum lot size of5000 sq ft Planning areas 17 and 18 shall have a minimum lot size
of 6000 sq ft MEDIUM DENSITY STANDARD M1 PLANNING AREAS NOS 23 AND24 The MediumMzoning district is intendedtoprovide forthe development offsainmgilley homes on Iota4000 minimum square
feet MEDIUM DENSITY CLUSTERED M2 PLANNING AREAS NOS 12 14 15 22 AND 31 The MediumMzoning idolsbtisIntended to provide for the development of clustered fsainmgilley development on minimum
lot sizes of3000 sq ft
SPECIFIC PLAN ZONING ORDINANCE 532 USE REGULATIONS The list of land uses in the following table shall be permitted in one or moreof the residential zoning districts as indicated in the
columnscorresponding to each rasldentlal zoning dlstdct Where Indicated with s lelterP the use shall be a permitted use Where indicated with a the use is prohibited within the zone Where
indicated with a letterCthe use shall be conditionally permitted subject to approval of a conditional use permit Table61 Schedule of PennRled Uses Residential Diatitcts Description ofUe
L LM M1 M2 fSainmgilleydatacited P p p fSainmgilleyattached p fSainmgilleyzero lot line p p fSainmgilleyattached greater than two unite Multiple family Manufactured homes P p p p Mobilehome
park Facilities for the mentally disorderedhendiordependent or P P p p ftleegdle dcldrein sixorfewer Facllllles for the mefttally disorderedehpapneddflordapendent or neglecteddcrehn
seven to twelve Alcohcilsm ordrug abuse rasovery ortreatment facility slxor fewer P P p p Alcoholismordrag abuse recoveryortreatment facaty seven ormore facilitiesfor the eldedy slxorfewer
P P p p Residential carefdlltlefor the elderly seven or more xSxtdea7 dwelling units as defined by City Development Code P P Granny Flat p p Family day are hsommaelsl four orfewer P
p p p Family day carelhaormgees C C Day care centers C C Emorgenoy shatters Nonresidential
SPECIRC PLAN ZONING ORDINANCE OelcripUon ofUe L LM M1 M2 uoAlpmegmnlep Religious UIluntlon F C C C C Ulillly faolllUes 3 C C C Educational Inatitutlons Publlo libraries Publl museums
and art galleries not for profit Kennels andaettse Non commercial keeping of homes P4 eylmpom real estate tracteofst P P P P Recreational Vehicle Storage Yards dPnagfcaommelr uses fNpiotrdubs
andlodge halls Convalesoent lfltlaes Golf Courses Home uopaUuona P P P P Tralleras P P P P atml bekept In atdola12x1feach honm located a ndrfammdlakmce of fllty 50feet from neighboring
dwellingI10feetlmm Ihemnadwelling on IheIo and ten10feeUmmeleomar pyfopen iNRGMXT8at OCAL8e rMDEONCT tHuobveer2002
53 SPECIFIC PLAN ZONING ORDINANCE DEVELOPMENT STANDARDS In the LowLLow MediumIMand Medium IdZones em as follows TaMe52 Development Srladnd lRdentJeel tDrinit lRdenteiel Development L
LM LM M1 M2 Standards 02000 0500 0600 0400 nMlmum Lot8e1 In Feet Planning Area 10 1920 lA 2 3 17 end 18 23end 24 12 14 15 22 2133A 4A4B end 31 andB end 16 nMlmum gsrolot area 02000 0500
0600 0400 0300 square feet 1 acre Lois in PA 19 20 end 21 thet abut eastern and southern properly minimum o1 aox l0 oo fmloodnlfkzone shall not be inoluded in lot area Dwelling tusnper
net acre 12adcu 2aalcu 04adsu 16dcu 110 adcu Minimum lot frontage at 0ft 25 It 25f 25 ft NA front property line Mlmum lot frontage for a 25ft 20fi 2011 20ft NA flag lot atfront properly
line Minimum lot width 60fL 4011 40ft 40ft 40it For both02000sqft lots eubelanUally the same Mrdmum front yant setback 25ft loft 1011 lOft lOlt Front entry garages 18it 18lt 18ft 18fL
18fL Side ent garagas 10ft lOIt 10ft 10fl 10It Hot 8pdnge belween Pounoy Rdand the MWD by three 3 feet IVinlmum comerside yard 15 fL 10 ft 10 ft 10 It 10fL setback between Pouno Rdand
the MWD easement may be reduced bythroe 3feet nlmum Interiorside yard 10 It 5ft 6IL 6It 5 It
SPECIFIC PLAN ZONING ORDINANCE TaMe52 Development 8tandarda ReeldentMI tDdotsl RasldentiM Development L LM LM MStandard M indarda 02000 0500 06 0400 eCrelud Minimum Lot size In Fte Minimum
maryard setback 20It 20 lt 20lt 15ft 15 it Setbacksfor lots abutting 25 It Planning Area7A along the soutbem propeW line shall have a25 mlolmum rear yard setback Lots abutting uMlsuetrail
in 50ft PA 210a9nd 21 Setbacks for lots shutting Muntsta HotSprings betYmen Pourroy Rdand the MWO easement may be reduced by elalt by three 3 feel Ptsnning Aras 10 19 20 12 3 17 and
18 23 end 24 1214 16 221 2133A 4A 4B and 31 and 33B end 16 Maximum height 22 stories 2 2 21 2 2 35 feet stodas 35 sto35 seteo35 stndas 35 feetico feet feet Ma3dmum epntaege of lot 30
60 60 60 60 coverage Minimum Garage Size 20 x20 20x 20 20x 20 20 x20 20 x20 Interiorspace
SPECIFIC PLAN ZONING ORDINANCE 54 NEIGHBORHOOD COMMERCIAL PLANNING AREA 11 641 DESCRIPTION OF NEIGHBORHOOD COMMERCIAL Neighborhood Commercial Planning Area No 11 will Inelude avadaly
of different types of land uses Uses within this planning area include ssmcaallleer business aotlvltles whhk generally provide ralall eonrd convenience senices for residents withinRudpaugh
Ranch The following are site planning guidelines
ralaling to Planning Area No 1 542 UaE REGULATIONS The Ilel of land usInthe following table shall be permitted In the nxelghheln commemial znelng distn Where Indicated with aletterPthe
use shall be apermitted uss Where Indicated with a the uss le prohibited within thezoneWhereindicated with aletterCtheuse shall heconditionally permllted 8abjest to approval of aneuditlonel
use permlL Table63 8ntmdute oftPeerdmUse Neighborhood Commercial CenterP1A1 HDpteio of Ues I NC AAdult bosinees subject to Chapter508of the Temecula Municipal Code jgAdmayezemazrnoenrambtacilllaslssa
ssslarts studlca lees than 0500SCl ft P jgAdayeamrznnaazbaclliemcaaaris stucllce greater than0500 sq ft P Aleshellem or drag treatment facilities nNolclc bovemgu sales C Ambulanca esndces
Animal ahbaelter AntiqUe restoration Antique 8ale Less than 000sq fL p Amade8 pinball and games Auditoriums and conference facilities C AutomObile dealers new and used Automobile 8ales
brokerage showroom only newandunseedoutdoor display
SPECIFIC PLAN ZONING ORDINANCE Automobilepinfln andbody sho Automobile service 8tutlon with alcohofl Automotive serviceo88rtnot selling abnecVeorr wine with orwithout an 8utomated P
oar wash Automobile spaalretss C Automobile olllrduanbgee seewsl with no major repair C BgBoaokdesrdistribution Bakery retail P Bakery Wholesale Banks and ftlnaanlInstitutions P Barber
and beauty shops P Bed and breaklasl Bicycleseesrentals ssewt P Billiard ppoaorlhloarll Binding of booksand similarons Blood bank P Blueprint andduplicating andoopy sen4ces P Bookstores
Buikfng matedals sales with the extedorsstaorlaegse areas greater than 50 pement oftotal redes ama Building materials sales Mth the exledorsstaorlaegse areas greater than 50peroe oftotal
sales area Butcher shop P CCabinet shops under2X00sq ftnooutdoor storage Cemem shop smainleosrmpaim P CuhwMIemewdlcefeervl Cetedng p t3hlnkg males P
SPECIFIC PLAN ZONING ORDINANCE CommtmlcaUon8 end microwave Installatlorm Communications equipment e8sat C Community care facilities C Computer sale andewlces p rCegoatre cam houslr for
the elde 2 C Construction equipment sale 8ervlceor rental Csontractor equipment desseerv or rental Convenience mmkel Costume rsen p Crematorlum CutJerY p DDatalpnrogce equipment and
systems Daycare centers p Oelicatessen p DIscounVdepartment tore p DmdbuUonfyla Drag pshtmommaoy p cDleanpers p Dlycleaning plant EEymergershelter Equipment redes almrentals no outdooroMmge
p Equipment eale and rentebodooromge FRnanclM irmumnce real estate offk p RremdPOiSe statlon p Floor ovedng redes p Flodst Mlop p FoodprO Fommetelllng pmlritua or similar vmlty p Freight
ltneeJns lRhuOdRlall SDecll Plarl 151 DACOCNUMENDTS NmOAAlGSCEHSSALSIgTD5PTUSEEMOCITNMSELONCCGPOTO November 2002
SPECIFIC PLAN ZONING ORDINANCE Fuel storage anddletrtbutlon Funeralpoamn mortuary Fumiture aslee Leas than 01000 sq fi Furniture transfer and storage Garden supplies and equipment sales
and setce P Gas disbtbuUon meier and ontrol station General mreerchtaandiiselstores them 01000 sq fL Gieas andminors retail sales Government offices sGtroocreer retail Grocery store
wholesale Gunsand firearm sales PPPPP 14 Hardware stome Health and eexerc dub Health food store Health refa Intedor Uecofallngselen dJunk mdvage yald K PPPPPP
SPECIRC PLAN ZONING ORDINANCE Laboratories film medical research ortesting centers Laundromat Laundry sewlco commercial Ubraries museums and galleriespate C Liquid petroleum sales anddatribuUon
Uquor atoms C Lithographio service Locksmith p MManhlne shop Machinery storage yard Mall order business Manufacturing ofproducts similar to but not limited to thefollowing Cmuastdome
product processing assembling packaging and fabricstion of goods within encles building no outside storage such aa jewelry furniture art objesls lcnlgolabor Intensivemuarniunfagn assembling
and raperepsraoeswhich do nor Involve frequent bucktraf Oompounding oflmsateproassembling packaging tmalmentorfceatlbonrof marauds and producls which requtmfrequent alvlty the transfer
of heavy or pmmlsas of unrefined raw or mefsinmodlproduc requiring fudher proc and manufacturing andoutalde storage Mobllehome esles and nonaoes Mofion plofum Mudlo IVlotomycte sales
andsleain Movie theaters 1 PPP OC nhuorRhnlSOpoPlan 15
SPECIFIC PLAN ZONING ORDINANCE Nurseries retail Numlng chonovamlesecesnthomes C OOffice equipment supplies ssearvliecess P Offices administrative orcorporate headqumtem vvllh greater
than05000 sq ft Offices professional skserwith lethan 05000mlfl but not limited to sblneues P law medical denial veterinarian chiropractic erohitectuml englnesrin reel estate PPaint
andwoaellprstore P Parcelsdeewlivlecep Pmtdng Iot andnpagsbuoture C Pawnshop Pemorml lsoeenshops p Pest ervice Pet gprooemintg hop P Photogmphlo Mudio P Plumbing pmplyymd edndoor udnendo
Postal Pdest P tPedvuyUmfgPagumed by the PublUetCosmmn P QRtiiPeoolenvltrmmmitlerrlrPdoeavehicle pmt Rnegcycoeonfeedsl P ANDEOHCSAL Sc PDpSECTSOCCOOCUCMtENT November 2002
SPECIFIC PLAN ZONING ORDINANCE Recycling processing ffltialoe Rallglous Institution without adeycare orprivate school Religious institution with aprivate school Religious Institution
with adaycam Restaurant fdiarnivsetfood Restaurants and other eating establishments Restaurants with lounge or five entertalnmant Rooming and boarding houses s8depublic 8dmots business
andprofessional Gchools apteh Idndergartan through Grade 12 8clentifl research and development offices and lobomtodss Solid wastedlfacility Sports and recreatlooal fBallmes Swap meet
entirely lIdre apeananontbulling Swap meet outdoor Swimming pool esquupippmlleonst sales CCCCPCCCCP Tailor 8bop Tda orlimousine 8ervloe Tim 8aloo Tool anddiecudlng Transfer moving andstorage
Tqranspom tarminal andatatlona VTCVRrepair Uupbomew PPCP pRaouRash Spedm iSS
SPECIFIC PLAN ZONING ORDINANCE VVending machine sales andsedesf WWdarelhosualntgrlbutlon Watch repair P Wedding chapels whop Welding supply andcseenclosed 3 516
543 SPECIRC PLAN ZONING ORDINANCE DEVELOPMENT rANDARD The following standards of development shall apply in the Nnaolgohbdo Commercial Table54 Development tandardl Neighbofllood Commerelal
Commerelal Uses PA 11 Minimum gross area for site 2acres for cemmon lot centers 03000 square feet for single lots Targel floor area taus 3 dMmuamfloor area ratio with intensity holms
as per Section 50 0015780 Front yard adjacent to street Buttedleld Stage MRuontaetda Hot Springs Road 20 feet almcture paddng AandBStreet 20 feet stracture npag Yard adjacent to rsaldentlally
zoned prapedy 26 feet structure parking eAsenefy structure rseidaeryard setback 10 feet Mialmum building separalloft One story 10 feet Two stodes 15 fes Three stodes or more 20 feet
Muamxh building height 50 feet dMmuampercent of lot ceverage IVlhtlrnum required landscaped open space 20 Fence waft or hedge esnnclng outdoor storage maximum height 6 feet MMImum bnuglld
cetbad separation Two stodes 16 feet
551 SPECIFIC PLAN ZONING ORDINANCE PARKS AND OPEN SPACE Planning Areas Nos lB 56 7A 7B 7C S 9A 9B15 272526 and 80 DESCRIPTION OF PARK8 AND OPEN SPACE Parks P and Open Space O8 zoning
district is intended to promote awide range ol public and private recreatlonol usesIn the community These uses Include onmmunlly faolllUes golf onurees health clubs public parks and
recreation areas sports parks or other outdoor athletic facilities and similar outdoor commercial recreatisnal uses 52USE REGULATION8 The list of land uses In the following table shall
be permitted In one or more of the pink and opensepezoning distrtct as Indlcatnd In the columns orrespondlng to each zoning district Where Indloated with aletterPthe use shall be apermitted
use Where Indloated withathe use is lplreohda within thezoneWhere Iakrtmed with a letterCthe use bell beconditionally permitted subjeot to approval of aconditional use permit Table5
Schedule of PermittedeUst Pmlm and eRafelonmotUe Schedule of Uses P P O Ok OSa Pflvate Publlo lB 5 Planning Area and 30 6and 27 8 9A 7B 7C Portions 9B and 25and ot 6end 13 26 7A Agricultural
Uses Nhlello Field P P BIWole paths P P P P Campground Caretakers quarters Game courts badminton tennis qruaathall P P P P Government and publ utility fatales C C P P Gymnasium p p oIwVavlellaontwone
nra Nature seexhnitbelrtea Numeriea P P Group Picnio lFlfleaa wPatrs pinks and reomatkm faollitles p p p p Paltdng areas P P
SPECIFIC PLAN ZONING ORDINANCE Public parks and recreational facilities P P P P Recreational vehlcte park Riding stable public orpvate 8hooting galleries ranges caorucrhseesr fSainmgilleydwellings
Tree Farms 1 See Zoning Appendix of Development Code 1407for antenna Information
SPECIRC PLAN ZONING ORDINANCE 53 DEVELOPMENT rANDARD In the Parka and Open Space districts development standards are as follows Table56 Development Standards Park and Open Space Standards
Development Standards P I O Planning Area lB 5 G 27and 7A 7B 7C 8 31 9A 9B 13 25 and26 Minimum lot size 01000sq ft Maximum lot coverage 25 Ma3dmum height 35feet1 Floor ama ratio 1 Setback
from parking structure 25feet Setback from parking structure 25 feet Minimum open spaceAandscaplng 75 100
SPECIFIC PLAN ZONING ORDINANCE 56 1PNSUTITBUTUIONCAL DISTRICTS PLANNING AREAS 26AND 29 561 DESCRIPTION OF SCHOOL DISTRICT AND PUBUC INSTITUTIONAL DISTRICT The purpose of this district
is to facilitate the construction of an Elementary School site and Middle School site Planning Area 28 will be developed as a Middle School site and Planning Area 30 will be developed
as an Elementary School site 562USE REGULATIONS Planning Areas 28 and 29 shall only be designated to be used as a Middle School site and an Elementary School site respectively
SPECIRC PLAN ZONING ORDINANCE 57571572 PUBLICrITlONITNAULPLANNING AREA 2 DESCRIPTION OF PUBUC INSTITUTIONAL FIRE STATION elpurpose ofthisdistrl Isto facllitMe construction ofpublic and
pquubalsiciuses Inappropriate areas ofthe city Planning Area31 wfll be developed as a tim station on a15aesite USE REGULATIONS Planning Ama31 shallolybe designated as aFreStation
58 SPECIFIC PLAN ZONING ORDINANCE PARKING REQUIREMENTS Refer to Chapter1247of the City Development Code for parking requirements
ATTACHMENT 4 Existing Regulations 7113471 2100122 40
Attachment No 4 EXISTING REGULATIONS 23445678 City General Plan The Development Code Title 17 of the Temecula Municipal Code The Subdivision Ordinance Title 16 of the Temecula Municipal
Code Citywide Design Guidelines Habitat Conservation Ordinance Mount Palomar Lighting Ordinance Uniform Building Code as locally adopted Uniform Fire Code as locally adopted Standard
Drawings for Public Works Construction 7113471 2100122 41
ATTACHMENT5OnSiteandOffSiteImprovements71347111211200242
ATTACHMENT5ONSITEANDOFFSITEIMPROVEMENTSThefollowingshallbeusedtoconstructtheimprovementsincludedinthisAttachmentaAllproposedroaimprovementsshallincludeassociatedfloodcontrolstormdrainwaterandsewerlin
esbAllreferencestobridgesshallmeanhydroarchbridgesorothrdesignsasapprovedbytheCityEngineercFullwidthimprovementsshallconsistofthecompletestreetandlandscapeimprovementswiththerightofwydHalfwidthimprov
ementsshallconsistoftheconstructionoftheimprovementsfromcurbtotheraisedlandscapedmedianthefullwidthraisedlandsapedmedianwhereapplicableandatravellaneadjacenttothemedianontheunimprovedhalfeOncenterimp
rovementsshallmeanaA38widthimprovementonsistingoftwo14travellanesanda10turnlaneorbA40widthimprovementconsistingoftwo14travellanesanda12rumlanePHASE1PlanningAreas14B6nd32OnsffePriortoissuanceofthe34bu
ildingpermitthefollowingimprovementsshallbecompletedSecondaryAccessProvidesecondaryaccessforechPlanningAreatoexistingMurdetaHotSpringsRoadPriortoissuanceofthe108buildingpermitorasotherwisespecifiedin
theDevelopmentAgreemetthefollowingimprovementsshallbecompletedButtertieldStageRoadConstructhalfwidthimprovementsfromMurrietaHotSpringsRoadtothesouthrojectboundaryatPlanningArea32includingconstruction
oftwofullwidthbridgeswithinandoverSantaGertrudisCreekandLongValleyWashButterieldStageRoadDedicatefullwidthfightofwayfromthenorthemprojectboundarytoMurdetaHotSpdngsRoad71347111211200243
4MurrietaHotSpringsRoadConstructfullwidthimprovementsfromeastofPourroyRoadatthenorthernprojectboundarytotheMWDpipelineproperty5urrietaHotSpdngsRoadConstructhaftwidthimprovementsfromtheMWDpipelineprop
ertytoButterfieldStageRoad6NicolasRoadOfferadedicationfra110rightofwayfromButterfieldStageRoadtothewestprojectboundary7NicolasRoadConstructnortherlyhalfwidthplus10feetfromButterfieldtageRoadtothewest
emprojectboundary8SouthLoopRoadConstructsoutherlyhalfwidthinfrontoffirestationPlanningArea32Priortoissuanceofte400buildingpermitthefollowingimprovementsshallbecompleted9AStreetConstructfullwidthfromM
urrietaHotSpdngsRoadtoButterfieldStageoad10BStreetConstructfullwidthimprovementsfromNicolasRoadtoAStreet11NorthLoopRoadConstructafullwidthbddgeoverandwithinSantaGertudisCreekandconnectthebddgetoButte
dieldStageRoadwithfullwidthimprovements12ConstructthefollowingtrafficsignalsandrelatedintersetionimprovementsaTrafficsignalattheintersectionofPourroyRoadandMurrietaHotSpringsRoadbTrafficsignalsmayber
equiredaswarrantedattetwootherprojectentrancesfromMurrietaHotSpdngsRoadlocatedtotheeastandwestofthePourroyRoadmainprojectentranceOtfsltePriortotheisuanceofthe1buildingpermtthefollowingimprovementssha
llbecompleted1NorthGeneralKeameyRoadatNicolasRoadtrafficsignalwiththeultimatlaneconfigurationsofaNorthboundNGeneralKeameyRd1ThroughLane1RightTumLanebSouthboundNGeneralKeameyRd1SharedLeft1ThroughlaneR
ighturnLanecEastboundNicolasRd1LeftTurnLane2ThroughLanes1RightTumLane71347111211200244
dWestboundNicolasRdILeftTurnLane2ThroughLanesIRightTumLaneTheseimprovementsaminadditiontotheexistingimprovementsandlaneconfigurtionsandshallsupplementnotreplaceexistingturningmovementsPdortotheissuan
ceofthe108buildingpermitorasotherwisespecifiedintheDeveopmentAgreementthefollowingimprovementsshallbecompletedNicolasRoadConstruct40widthoncenterimprovementsfromthewestemprojectboundryto450eastofthee
xistingNicolasRoadCalleGirasolintemectionSecondaryAccessTherequiredsecondaryaccessforthePlateauareashallbeprovdedbyoneofthefollowingoptionsIfNicolasRoadisdesignatedasthesecondaryaccessroutethefollowi
ngimprovementsshallbecompletedConstruc40widthoncenterimprovementsfrom450feeteastoftheexistingNicolasRoadCalleGirasolintersectiontoLieferRoadincludingthefullwidthbridestructureoverandwithinSantaGertru
disCreekiiRealignexistingCalleGirasoltoitsultimateintersectionwithNicolasRoadincludingrightofayacquisitionIfCalleChaposfromButtedieldStageRoadtoWalcottLaneandCalleGirasolfromWalcottLanetotheexistingN
icolasRoadCalleGirasointersectionisdesignatedassecondaryaccessthefollowingimprovementsshallbecompletedCalleChaposfromButterfieldStageRoadtoWalcottLaeConstruct38widthoncenterimprovementstoexistingpave
mentiiCalleGirasolfromWalcottLanetotheexistingNicolasRoadCalleGirasolintersetJonConstruct38widthoncenterimprovementsasrequiredbytheCityFireChiefandCityEngineerincludingrightofwayacquisitionandhorizon
talcrverealignmentonCalleGirasolfromWalcottLanetotheexistingNicolasRoadCalleGirasolintersectionIfButterfieldStageRoadfromthesoutherprojectboundarytoRanchoCaliforniaRoadisdesignatedassecondaryaccessco
nstructhalfwidthimprovementsfromthesouthemprojectboundaryatlanningArea32toRanchoCaliforniaRoadexcludinganyexistingimprovementsTheDevelopershallcontributeanundeterminedpementageofthetotalonstructionco
stsfortrafficsignalsforthelaneimprovementsatMurrietaHotSpringsRoadandAltaMurrietaintheCityofMurrietaincludingimproementstobespecifiedThedevelopershallprovidetheCityofTemeculawithaletterfrom7134711121
1200245
theCityofMurrietastatingthatafairsharecontributiontoidentifiedimprovementsatthisintersectionhasbeenmadeTheDevelopershallcontribte58ofthetotalconstructioncostsforthetrafficsignalandadditionalimproveme
ntsidentifiedassouthboundleftturnlanesouthboundrightrumaneeastboundthroughlaneeastboundrightturnlanewestboundthroughlaneandwestboundfreerightturnlaneat1215FreewaySouthboundRampsatMurietaHotSpringsRoa
dPHASE2PlanningAreas1011121424273133Aand33BPriortotheissuanceofanybuildingpermitinPhase2thefollowingimprovemensmustbecompletedOnsiteButtedieldStageRoadConstructremaininghalfwidthimprovementsfromMurri
etaHotSpringsRoadtothesouthprojectbounaryatPlanningArea32includingconstructionoftwofullwidthbridgeswithinandoverSantaGertrudisCreekandLongValleyWashMurrietaHotSpringRoadConstructremaininghalfwidthimp
rovementsfromtheMWDpipelinepropertytoButterfieldStageRoadNorthLoopRoadConstructfullwidthimproementsfromthebridgestructureatNorthLoopRoadSantaGertrudisCreekcrossingtotheLongValleyWashBridgestructureat
SouthLoopRoadSouthLooRoadConstructthefullwidthbridgestructurecrossingLongValleyWashandconstructfullwidthstreetimprovementsfromthisbridgetoButterfielStageRoadNicolasRoadConstructremainingimprovementsf
romButtedieldStageRoadtowesternprojectboundaryThedevelopershallconstructthefllowingtrafficsignalsandrelatedintersectionimprovementsaMurrietaHotSpringsRoadatButterfieldStageRoadbNicolasRoadatButterfie
ldStgeRoadcCalleChaposatButterfieldStageRoadButterfieldStageRoadConstructfullwidthimprovementsfromthesouthernprojectboundaryatPlannngArea32toRanchoCaliforniaRoadexcludinganyexistingimprovementsCityha
sagreedtouseanexpected27milliongranttoassistintheconstructinofthissegment71347111211200246
oNicolasRoadConstruct40widthimprovementsfrom450feeteastoftheexistingNicolasRoadCalleGirasolintersectiontoLieferRoadincludingtheullwidthbridgestructureoverSantaGertrudisCreekCalleGirasolandtheNicolasR
oadCalleGirasolintersectionRealignexistingCalleGirasoltitsultimateintersectionwithNicolasRoadincludingrightofwayacquisitionCalleChaposConstruct38widthoncenterirnprovernentsfrornButtefieldStageRoadtot
heexistingpavedterminusatWalcottLaneWinchesterRoadatNicolasRoadtrafficsignaltobeconstructedwiththefollowingultrnatelaneconfigurationsaNorthboundWinchester2LeftTurnLanes4ThroughLanes1FreeRightTurnLane
SouthboundWinchester2LeftTurnLanes4ThrughLanes1RightTurnLaneCEastboundNicolasRoadILeftTumLaneIThroughLane1RightTumLaneWestboundNicolasRoad3LeftTurnLanes1ThroughLane1ightTurnLaneTheseimprovementsarein
additiontotheexistingimprovernentsandlaneconfigurationsandshallsupplernentnotreplaceexistingtrningmovementsButtedieldStageRoadatRanchoCaliforniaRoadtrafficsignalwiththeultimatelaneconfigurationsofaNo
rthboundBSR1LeftTurnLne2ThroughLanesbSouthboundBSRILeftTurnLane2ThroughLanescEastboundRCR2LeftTurnLanes2ThroughLanesdWestboundRCR1LeftTumLane2ThrougLanesTheseimprovementsareinadditiontotheexistingirn
provementsandlaneconfigurationsandshallsupplementnotreplaceexistingtumingmovmentsCityhasagreedtouseanexpected27rnilliongranttoassistintheconstructionofthissegmentTheDevelopershallcontribute111oftheto
talcnstructioncostsfortrafficsignalsandnorthboundthroughlanesouthboundthroughlaneandwestboundthroughlaneimprovementsatMurrietaHotSpingsRoadandWinchesterRoad71347111211200247
oTheDevelopershallcontribute124ofthetotalconstructioncostsfortrafficsignalandnorthboundsharedleftthroughlaneeastboundthroughlanandwestboundthroughlaneforMurrietaHotSpringsRoadandMargaritaRoad71347111
211200248
ATTACHMENT6RECREATIONAMENITIES71347111211200249
ATTACHMENT6RECREATIONAMENITIESInadditiontothetrailparkandrecreationamenitiesdescribedintheSpecificPlanthefollowingitemsshallalsbeprovidedThestaffedentrygatesshallcontainalltheamhitecturaldetailsandma
terialsshowntotheCityCouncilattheNovember262002publicheringonthisprojectThesedetailsandmaterialsshallincludethecupolasandbrassfeaturesrepresentedbyOWNERandasspecifiedintheSpecificPla71347111211r20025
0
DEFINITIONSGENERALPROVISIONSBindingCovenantsInterestofOWNERTermTerminationTransfersandAssignmentsDEVELOPMENTPROVISIONSVestingReervedAuthorityFtutherAssurancestoOWNERRegardingExerciseofReservedAuthori
tyCoasistentandInconsistentEnactmentsAmendmentofDevelopentAgreementFutureAmendmentstoDevelopmentPlanApprovalsFutureDevelopmentApprovalsOBLIGATIONSOFTHEPARTIESFEEANDEXACTIONRELATEDRESONSIBILITIESPHYSI
CALIlvIPROVEMENTSPublicFacilityFinancingPlanRelatedRealPropertyConveyancesConditionstoDevelopmentAgreementINDENIFICATIONRELATIONSHIPOFPARTIESPERIODICREVIEWOFCOMPLIANCEWITHAGREEMENTPeriodicReviewGoodF
aithComplianceFailuretoConductAnnualReiewInitiationofReyiewbyCityCouncilAdministrationofAgreementAvailabilityofDocumentsEVENTSOFDEFAULTREMEDIESANDTERMINATIONDefaultsyOWNERDefaultsbyCITY47777781010131
414151717181824252525262626262727272727272871347111211200251
SpecificPerformanceRemedyInstitutionofLegalActionEstoppelCertificatesWAIVERSANDDELAYSNoWaiverThirdPartiesForceMajeeExtensionsNoiceofDelayNOTICESATTORNEYSFEESRECORDINGEFFECTOFAGREEMENTONTITLEEffectonT
itleEncumbrancesandLendersRightsSEVERABIL1TYOFTERMSSUBSQUENTAMENDMENTTOAUTHORIZINGSTATUTERULESOFCONSTRUCTIONANDMISCELLANEOUSTERMSInterpretationandGoverningLawSectionHeadingGenderNoJontandSeveralLiabi
lityCovenantofGoodFaithandFairDealingNoWaiverofVestingTimeofEssenceRecitalsEntireAgreementEXTENSIONOFMAPSNOTFOBENEFITOFTHIRDPARTIESATTACHMENTSCOUNTERPARTS282929303030303030303131323232333333333333333
4343434343434353571347111211200252