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HomeMy WebLinkAboutItem No. 3CITY OF LADE LST 0P%,,E DREAM EXTREME. REPORT TO PLANNING COMMISSION TO: HONORABLE CHAIRMAN AND MEMBERS OF THE PLANNING COMMISSION FROM: TOM WEINER ACTING DIRECTOR OF COMMUNITY DEVELOPMENT DATE: DECEMBER 1, 2009 PROJECT: FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF LAKE ELSINORE AND PARDEE HOMES, SUCCESSOR -IN- INTEREST TO PARDEE- GROSSMAN/ COTTONWOOD CANYON OWNER & APPLICANT: PARDEE HOMES Background The City of Lake Elsinore ( "City ") and the applicant, Pardee Homes, successor -in- interest to Pardee - Grossman Cottonwood Canyon ( "Developer') entered into a development agreement recorded with the Riverside County Recorder on July 19, 1990 as document number 265632 (the "Original Development Agreement'). The Original Development Agreement, among other things, vested certain land use development rights for a project formerly known as Cottonwood Hills and now known as Canyon Hills ( "Canyon Hills ") on land owned by Developer located within the City. The Original Development Agreement has a twenty year term. In furtherance of the development contemplated for Canyon Hills, Developer prepared and City approved a Specific Plan for the property. The Specific Plan has been amended twice since its adoption. Development of the Specific Plan has commenced and has been diligently pursued over the past several years. Developer has constructed or made substantial improvements to several regional roadways, including Railroad Canyon Road, Cottonwood Hills Road (now Canyon Hills Road), Cottonwood Canyon Road, Lost Road and Holland Road at a cost in excess of $40 million. Due to economic and market conditions that have occurred outside of the control of Developer, full development of the remainder of Canyon Hills will not occur during the initial term of the Original Development Agreement. Therefore, the City and Developer desire to extend the term of the Original Development Agreement by an additional AGENDA rl EfA Igo. 3 PAGE ( OF _ PLANNING COMMISSION STAFF REPORT AMENDMENT TO PARDEE DEVELOPMENT AGREEMENT DECEMBER 1, 2009 twenty years to enable full completion of the development of Canyon Hills based on current market expectations (the "First Amendment "). The First Amendment is requested pursuant to the provisions of California Government Code section 65868 and the Lake Elsinore Municipal Code section 19.12.120. Analysis The First Amendment proposes to extend the term of the Original Development Agreement by an additional twenty years. This extension of the term of the Original Development Agreement will enable full completion of the development of Canyon Hills within a more reasonable schedule. The First Amendment provides three critical benefits to the City and the Canyon Hills community. First, Pardee's commitment under the Original Development Agreement (and implementation agreements thereto) committed Pardee to contribute approximately $3 million to the Community Park by way of direct contribution and a development agreement fee credit. The expected cost of that Park exceeds $7 million. Under the First Amendment, Pardee is obligated to deliver a turn -key Community Park consistent with an approved development plan that will provide significant recreational facilities. No credit will be provided for development agreement fees, which Pardee will pay as required in the Original Development Agreement. Secondly, Pardee's existing commitment to a nearby neighborhood park was capped at $235,000. Again, the expected cost to develop the neighborhood park is in excess of $325,000. Pardee will be again obligated to provide a turn -key park under the First Amendment without a cap on costs. Finally, Pardee has agreed to allow for formation of within the future development areas that will provide ensure funding of maintenance for these parks. At approximately $500,000 per year for park maintenanc e other purpose. Environmental Determination a Community Facilities District for a special tax assessment to build -out, this fund will provide and cannot be diverted for any Development contemplated within Canyon Hills has been reviewed and mitigated in accordance with that certain Environmental Impact Report certified for Canyon Hills. The First Amendment does not effect any changes to the scope of development contemplated for Canyon Hills. Instead, the First Amendment will extend the amount of time that Developer has to complete development of Canyon Hills. In addition, the First Amendment modifies the financing structure for the completion of the project. The mitigation that was imposed in connection with the Environmental Impact Report for Canyon Hills contemplated build -out of the property. At build -out all mitigation will be in Agenda Item Page of D PLANNING COMMISSION STAFF REPORT AMENDMENT TO PARDEE DEVELOPMENT AGREEMENT DECEMBER 1, 2009 place. No further evaluation of the First Amendment is necessary according to the California Environmental Quality Act (Cal. Pub. Res. Code §§ 21000 et seq.) Recommendation It is recommended that the Planning Commission adopt Resolution No. 2009 - recommending to the City Council of the City of Lake Elsinore approval of an amendment to the development agreement by and between the City of Lake Elsinore and Pardee Grossman for Cottonwood Canyon. Prepared by: Barbara Leibold City Attorney Approved by : Tom Weiner" _ �l Acting Director of Community Development Attachments 1. Resolution No. 2009 - recommending to the City Council of the City of Lake Elsinore approval of an amendment to the development agreement by and between the City of Lake Elsinore and Pardee Homes, Successor -in- Interest to Pardee Grossman /Cottonwood Canyon. 2. First Amendment to Development Agreement by and between the City of Lake Elsinore and Pardee Homes, Successor -in- Interest to Pardee Grossman /Cottonwood Canyon. Agenda Item a Page a Of - RESOLUTION NO. 2009- RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF LAKE ELSINORE, CALIFORNIA, RECOMMENDING TO THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE APPROVAL OF AN AMENDMENT TO THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF LAKE ELSINORE AND PARDEE GROSSMAN FOR COTTONWOOD CANYON WHEREAS, the City of Lake Elsinore ( "City") and Pardee Homes, successor -in- interest to Pardee - Grossman /Cottonwood Canyon ( "Developer") entered into a Development Agreement recorded with the Riverside County Recorder on July 19, 1990 as document number 265632 (the "Original Agreement ") which, among other things, vests land use development rights for a project formerly known as Cottonwood Hills and now known as Canyon Hills ( "Canyon Hills "); and WHEREAS, the Original Development Agreement has a term of twenty years; and WHEREAS, in furtherance of the development contemplated by the Original Development Agreement, Developer prepared and City approved a Specific Plan, two amendments to the Specific Plan, and various other Development Approvals that collectively herein are referred to as the "Project" for the property covered by the Original Development Agreement; and WHEREAS, due to economic and market conditions that have occurred outside of the control of Developer, full development of the remainder of the Project will not occur during the initial term of the Original Development Agreement; and WHEREAS, pursuant to the provisions of California Government Code section 65868 and Lake Elsinore Municipal Code section 19.12.120, City and Developer desire to extend the term of the Original Development Agreement by an additional twenty years to enable full completion of the Project within a more reasonable schedule (the "First Amendment "); and WHEREAS, Government Code section 65867 requires that the Planning Commission review the proposed amendment to the development agreement and make a recommendation to the City Council regarding whether to approve the amendment and whether the amendment is consistent with the City's general plan; and WHEREAS, public notice of the First Amendment has been given, and the Planning Commission has considered evidence presented by the Community Development Department and other interested parties at a public hearing held with respect to this item on December 1, 2009. NOW THEREFORE, THE PLANNING COMMISSION OF THE CITY OF LAKE ELSINORE HEREBY RESOLVES, DETERMINES, AND ORDERS AS FOLLOWS: AGENDA ITE74 NO. 3 PACE 4 OF PLANNING COMMISSION RESOLUTION NO. 2009- PAGE 2 OF 4 SECTION 1. The Planning Commission has considered the First Amendment and finds and determines that the because the First Amendment relates to an extension of time and revision to financing terms of the previously- approved elements of the Project, the First Amendment will not have a significant impact on the environment. Any development that occurs as a result of the First Amendment has been previously evaluated and analyzed under the Environmental Impact Report certified for the Project and other related environmental determinations. No further evaluation of the First Amendment is necessary according to the California Environmental Quality Act (Cal. Pub. Res. Code §§ 21000 et seq.). SECTION 2. That in accordance with Government Code Section 65864 - 65869.5 and requirements of the City of Lake Elsinore Municipal Code, the Planning Commission makes the following findings recommending to the City Council approval of the First Amendment: 1. The proposed amendment is consistent with the objectives, policies, general land uses and programs specified in the General Plan. The First Amendment to the Original Development Agreement addresses funding mechanisms and procedures to ensure the Canyon Hills Project is constructed and implemented in accordance with the General Plan. 2. The proposed amendment is compatible with the uses authorized in, and the regulations prescribed for in the Canyon Hills Specific Plan document, which is where the real property is located. The First Amendment addresses funding mechanisms and procedures to ensure the Canyon Hills Project is constructed and implemented in accordance with the approved Canyon Hills Specific Plan. 3. The proposed amendment conforms to the public convenience and general welfare and reflects good land use practices. The First Amendment supports the Project, which will construct residential uses, park areas, an elementary school, and open space areas. These proposed land uses are compatible with surrounding uses and activities which also include commercial and residential uses. As shown in the Canyon Hills Specific Plan, these proposed land uses reflect good land use practices and will protect to the public welfare. 4. The proposed amendment will not be detrimental to the health, safety and general welfare of the community. The First Amendment will ensure that the Project is allotted a reasonable amount of time in which to complete development of the land uses contemplated in the Canyon Hills Specific Plan. These proposed land uses are compatible with surrounding uses and activities which also include commercial and residential uses. As shown in the Agenda Item No. Page of a PLANNING COMMISSION RESOLUTION NO. 2009 -_ PAGE 3 OF 4 Specific Plan, these proposed land uses reflect good land use practices and will not conflict with the general welfare of the community. 5. The proposed amendment will not affect the orderly development of property or the preservation of property. The First Amendment will ensure that the Project is allotted a reasonable amount of time in which to complete development of the land uses contemplated in the Canyon Hills Specific Plan. These proposed land uses are compatible with surrounding uses and activities which also include commercial and residential uses. As shown in the Specific Plan, these proposed land uses reflect good land use practices and will not conflict with the general welfare of the community. 6. The Amended Development Agreement is consistent with the provisions of Government Code Section 65864 - 65869.5. The form and content of the First Amendment is consistent with the requirements of the Government Code. SECTION 3. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 1st day of December, 2009, by the following vote: AYES: COMMISSIONERS: NOES: COMMISSIONERS: ABSENT: COMMISSIONERS: ABSTAIN: COMMISSIONERS: Jimmy Flores, Chairman City of Lake Elsinore ATTEST: Tom Weiner Acting Director of Community Development Agenda It (o No. Page of PLANNING COMMISSION RESOLUTION NO. 2009- PAGE 4 OF 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE )ss. CITY OF LAKE ELSINORE ) I, TOM WEINER, Acting Director of Community Development of the City of Lake Elsinore, California, hereby certify that Resolution No. 2009- was adopted by the Planning Commission of the City of Lake Elsinore at a regular meeting held on the 1st day of December 2009, and that the same was adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Tom Weiner Acting Director of Community Development Agenda Item No. 3 Page 7— of DRAFT Recording Requested By and When Recorded Return to: City Clerk City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 Fee Exempt - Gov't Code §6103 (Space above for Recorder's Use) FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF LAKE ELSINORE AND PARDEE HOMES, SUCCESSOR -IN- INTEREST TO PARDEE - GROSSMAN /COTTONWOOD CANYON Approved , 2010 Ordinance No. Chapter 19.12 Municipal Code Canyon Hills QCFI<I'DA 1 ' E'A N®. PACE 0 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (Canyon Hills) This First Amendment to Development Agreement ( "First Amendment ") is entered into between the City of Lake Elsinore, a municipal corporation and political subdivision of the State of California ( "City"), and Pardee Homes, a California corporation, successor -in- interest to Pardee- Grossman/Cottonwood Canyon, a general partnership organized and existing under the laws of the State of California ( "Developer ") to be effective on the date this First Amendment is approved by the City Council. City and Developer are sometimes referred to collectively as the "Parties." RECITALS A. City and Developer have entered into a Development Agreement recorded with the Riverside County Recorder on July 19, 1990 as document number 265632 ( "Original Development Agreement "). The Original Development Agreement, among other things, vests land use development rights for a project formerly known as Cottonwood Hills and now known as Canyon Hills ( "Canyon Hills ") on land owned by Developer located in the City. The Original Development Agreement has a term of at least 20 years. Developer is the owner of the portion of Canyon Hills described in Exhibit "A" hereto. B. With Developer's consent, the Specific Plan has been amended twice since it was originally approved. All references herein to the "Specific Plan", "Project" and "Development Approvals" shall include the Specific Plan and other Development Approvals and any amendments thereto to which Developer has consented in the past or consents to in the future. C. Pursuant to the Original Development Agreement and the Development Approvals, Developer constructed or made substantial improvements to several regional roadways, including Railroad Canyon Road, Cottonwood Hills Road (now Canyon Hills Road), Cottonwood Canyon Road, Lost Road and Holland Road at a cost in excess of $40 million. Pursuant to Sections III.A and III.B of Exhibit E to the Original Development Agreement, Developer has fully satisfied any and all obligations for the funding and construction of public roadway improvements and the Project is exempt from participation in any City-wide, subregional or equivalent road improvement program or freeway interchange program except the Railroad Canyon Road Benefit Reimbursement District Ordinance. D. In order to implement certain provisions of the Original Development Agreement and Development Approvals relating to fire protection services and facilities and park improvements, City and Developer entered into that certain Public Facilities and Services Financing Agreement dated as of June 24, 2003 (the "Public Facilities Agreement. ") The Public Facilities Agreement provided for, among other things, the terms of Developer's funding and construction of a fire station and the Developer's consent to include all of the then - unoccupied portion of the Project in the City's first community facilities district established to levy a special l3C�Ei�S'35a e i eio'� 1�C7. 11/24/09 4000.2 9 '�?a H&O: #77259 v5 1 PA.-E Q'7� tax for public safety services. The Public Facilities Agreement also provided for financing of only a portion of the cost of a community park within Planning Area 18 of the Specific Plan (the "Community Park "), certain terms relating to two neighborhood parks and one parkway park within the Specific Plan area, of which the "parkway park" and "Neighborhood Park No. 1" have been completed. One of the purposes of this First Amendment is to provide entirely for the funding and construction of the Community Park and the PA 27A Park and to provide for the establishment of a community facilities district over the remaining unoccupied portion of the Project to levy a special tax for maintenance of the Community Park, the PA 27A Park, public open space and street lighting. As such, this First Amendment shall supersede in its entirety Article III of the Public Facilities Agreement. E. In order to implement certain provisions of the Original Development Agreement and Development Approvals and other regulatory approvals, Developer has agreed to dedicate approximately 950 acres of natural open space to the City and has acquired and dedicated for public purposes over 160 acres of off -site, natural open space, all of which preserves significant natural habitat. F. City has established City of Lake Elsinore Community Facilities District No. 2003 -2 (Canyon Hills) ("CID No. 2003 -2 ") encompassing portions of the Project and has designated improvement areas of CID No. 2003 -2 (each, an "Improvement Area ") for the purpose of levying special taxes and issuing bonds to finance public improvements. The City and Developer have entered into that certain Funding, Construction and Acquisition Agreement dated as of February 1, 2004 (the "Acquisition Agreement ") with respect to the CID No. 2003 -2. G. Due to economic and market conditions that have occurred outside of the control of Developer, full development of the remainder of the Project will not occur during the initial term of the Original Development Agreement. Provisions in the Original Development Agreement acknowledge Developer's discretionary control over timing and phasing of development of the Project in order to respond to changed circumstances in the land development and real estate industry. H. This First Amendment relates to the timing and financing of previously- approved elements of the Project, will not have a significant impact on the environment and is consistent with the Environmental Impact Report certified for the Project and other prior environmental determinations and with the requirements of the California Environmental Quality Act. I. Pursuant to the provisions of Section 65868 of the California Government Code and Section 19.12.120 of the City's Municipal Code, City and Developer have determined to extend the term of the Original Development Agreement by an additional twenty years to enable full completion of the Project within a more reasonable schedule to accommodate changes in economic conditions and the housing market. J. After giving appropriate notice, the City Planning Commission held a public hearing to consider this First Amendment on , 2009 and reported and recommended to the City Council its findings on the matters stated in Section 19.12.080(B) of the City's Municipal Code. 11/24/09 4000.2 ACHE PICA iTUNI NO. _ 3 H &O: #77259 v5 2 1•?e 'G r os �� DRAFT K. After a duly noticed public hearing, the City Council approved this First Amendment pursuant to Ordinance No. , adopted on 2010. L. This First Amendment is consistent with the City's General Plan, Specific Plan, and associated amendments, and other applicable ordinances, plans and policies of the City. This First Amendment is also consistent with the purpose and intent of the provisions of Section 65864 et seq. of the California Government Code, and Chapter 19.12 of the City of Lake Forest Municipal Code. References herein to the "Development Agreement" shall mean the Original Development Agreement as modified by this First Amendment. ARTICLE I DEFINITIONS Section 1.1. Definitions Unless otherwise defined below, capitalized terms used in this First Amendment shall have the meaning ascribed to them in the Development Agreement. The following capitalized terms used in this First Amendment shall have the meanings set forth below: "Acquisition Agreement" is defined in Recital D. "Actual Cost" shall have the meaning ascribed to it in the Acquisition Agreement. "Bonds" means bonds authorized to be issued by CFD No. 2003 -2. "Canyon Hills Habitat Area" means the natural open space areas within the Specific Plan to be dedicated to the City. "CFD No. 2003 -2" means City of Lake Elsinore Community Facilities District CFD No. 2003 -2 (Canyon Hills). "Change Order" means a written order directing an addition, deletion, or revision in the approved Park Improvement Plans. "City" means the City of Lake Elsinore. "Community Park" means a community park designated within Planning Area 18 of the Specific Plan. "Community Park Improvements" means the improvements within the Community Park Site consistent with the Design and Park Improvement Plans. "Community Park Maintenance Advance" means an advance by Developer to City for City's actual costs of maintaining each Phase of the Community Park for a period of time following its completion. "Community Park Site" is depicted in Exhibit "C." 11/24/09 4000.2 ACEPIDA ITEEtA h'0. H &O: #77259 v5 3 PAq 1 1 � a DRAFT "Design" means the conceptual design and major elements of the Community Park or PA 27A Park, as applicable, depicted and described in Exhibits C -1 and C -2, respectively. "Developer" means Pardee Homes, a California corporation, and its successors and assigns. "Development Agreement" is defined in Recital L above. "Effective Date" means the date upon which this First Amendment is approved by the City Council of the City "Improvement Area" means an improvement area designated as such within CFD No. 2003 -2. "Maintenance CFD" is defined in Section 3.1 below. "Maintenance CFD Costs" means the City's actual costs of services and maintenance CFD administrative expenses legally authorized to be paid with the special taxes of the Maintenance CFD. "Maintenance CFD Fund" means a segregated, interest - bearing fund established and maintained by the City, which shall consist of an Advance Account and a Special Tax Account from which disbursements shall be made for the City's actual costs of maintaining the Community Park, the PA 27A Park and the Project Habitat Area and to reimburse prior Community Park Maintenance Advances as set forth in Section 3.3 below. "PA 27A Park" means the approximately 2.5 acre neighborhood park to be constructed within Planning Area 27A. "Park Improvement Plans" means plans and specifications for the Community Park or PA 27A Park, as applicable, which will be submitted to and approved by the City, subject to the preparation of related engineering plans and plan check approval by the Department of Community Development, Division of Building and Safety, as modified from time to time by Change Orders. "PA 27A Park Improvements" means the improvements to the PA 27A Park site consistent with the Design and Park Improvement Plans. "Phase" means each of two (2) construction phases of the Community Park, as described in Exhibit "C." "Public Facilities Agreement" is defined in Recital E. "Schedule of Performance" is set forth in Exhibit "D." "Scope of Work" means the improvements, amenities, specifications and phasing as set forth in Exhibit `B" with respect to the Community Park or PA 27A Park, as applicable. 11/24/09 4000.2 AGENDA ITEM N _ _�— H &O: 077259 v5 4 "Special Taxes" means Maintenance CID special taxes. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: ARTICLE H PARK CONSTRUCTION AND ACQUISITION Section 2.1. Design and Park Improvement Plans In consultation with the City, Developer shall prepare conceptual park designs of the Community Park and PA 27A Park that conform to and not exceed the Scope of Work (the "Design") within the time set forth in the Schedule of Performance. Upon approval of the Design by the City, Developer shall cause the Park Improvement Plans to be prepared and submitted to the City within the time set forth in the Schedule of Performance. City shall use commercially reasonable efforts to expeditiously process all approvals relating to the Park Improvement Plans and the Park Improvement Plans shall conform to and not exceed the Scope of Work. Section 2.2. Construction of Community Park Developer shall solicit bids and contract for construction of each Phase in accordance with the requirements of Exhibit "F" hereto and within the time set forth in the Schedule of Performance. Upon Developer's receipt of the bids for each Phase of the Community Park, Developer shall provide written notice to City of the bid and bidder selected by Developer. Section 2.3. Park. Construction of each Phase shall be commenced and completed within the time set forth in the Schedule of Performance. As provided in the Schedule of Performance if building permits for 500 or more dwelling units within the Maintenance CID have been issued at the time Developer is required to commence construction of the first Phase of the Community Park, City may elect by written notice to Developer to require Developer to construct both Phases at the same time. Section 2.4. Construction of PA 27A Park Developer shall solicit bids and contract for construction of the PA 27A Park in accordance with the requirements of Exhibit "F" hereto and within the time set forth in the Schedule of Performance. Upon Developer's receipt of the bids for the PA 27A Park, Developer shall provide written notice to City of the bid and bidder selected by Developer. Section 2.5. Commencement and Completion of PA 27A Park Construction of the PA 27A Park shall be commenced and completed within the time set forth in the Schedule of Performance. Section 2.6. Change Orders Developer shall provide written notice to the City of any proposed Change Orders and shall not approve any Change Order without City's written consent. Developer shall not be required to approve any Change Order which would increase the Actual Costs of the Community Park. 11/24/09 4000.2 AGENDA ITEld NO. 3 H &O: #77259 v5 5 P'AC6 a-_ F-. Section 2.7. CFD No. 2003 -2 . Nothing herein is intended to modify, amend or otherwise limit Developer's right to reimbursement under the Acquisition Agreement. Section 2.8. Acceptance of Parks: Conveyance City agrees to promptly accept ownership of each Phase of the Community Park upon completion of the Community Park Improvements for the Phase in accordance with the Park Improvement Plans. City agrees to promptly accept ownership of the PA 27A Park upon completion of the PA 27A Park Improvements in accordance with the Park improvement Plans. The Community Park and PA 27A Park shall be conveyed by way of a grant deed conveying good and marketable lien -free title, excepting typical title exceptions related to utility easements and similar exception that will not materially interfere with the use and enjoyment of the Community Park and PA 27A Park by the public. No public use of a Phase of the Community Park shall be permitted until the City accepts ownership of such Phase. No public use of the PA 27A Park shall be permitted until City accepts ownership of the PA 27A Park. ARTICLE III PARK MAINTENANCE Section 3.1. Formation of Maintenance CFD Developer agrees to include its undeveloped and unsold property within Specific Plan Planning Areas IA, 113, 2B, 2C, 2D, 25, 28A, 28B, 28C, 31, 32, 36 and 37 and portions of Planning Areas 23, 29, 30A and 30B within a community facilities district established by the City pursuant to the Mello -Roos Community Facilities Act of 1982 as amended (the "Maintenance CFD ") for the purpose of levying special taxes (the "Special Taxes ") for the maintenance of the Community Park, PA 27A Park and the Canyon Hills Habitat Area and to maintain public street lighting within the Maintenance CFD. The Rate and Method of Apportionment of Special Tax for the Maintenance CFD shall be as set forth in Exhibit `B" attached hereto. Developer shall have no right to seek reimbursement of any Actual Cost or any other cost incurred by Developer from the Maintenance CFD other than reimbursement of Community Park Maintenance Advances pursuant to Section 3.3 below. Section 3.2. Maintenance Fund Upon establishment of the Maintenance CFD, City shall establish the Maintenance Fund consisting of an Advance Account and a Special Tax Account. All Community Park Maintenance Advances made by Developer pursuant to Section 3.3 below shall be deposited in the Advance Account. All Special Taxes received by the City shall be deposited in the Special Tax Account. All investment earnings on funds in each such Account shall be deposited in the Special Tax Account. The City shall pay all Maintenance CFD Costs first from funds on deposit in the Special Tax Account. If and to the extent such Maintenance CFD Costs cannot be fully funded from the Special Tax Account, City may fund the amount of the shortfall from the Advance Account. Section 3.3. Community Park Maintenance Advances Upon City's acceptance of each Phase of the Community Park and conveyance of the corresponding portion of the Community Park Site pursuant to Section 2.6 above, Developer shall make a Community Park Maintenance Advance in an amount equal to the City's reasonably estimated costs to maintain the Community Park for a period of two (2) years from the date of acceptance. On or before the first July 30 two years following Developer's Community Park Maintenance Advance for the 11/24/09 4000.2 AGENDA fPEM NO- -- a &o: #77259 v5 6 PAG L . DF 3a DRAFT second Phase, City shall reimburse to Developer any remaining funds in the Advance Account that is not required to pay Community Park maintenance costs in the current fiscal year; provided, however, if the amount of Special Taxes authorized to be levied in the next fiscal year is less than the amount of current, actual annual Maintenance CFD Costs, City shall not be required to reimburse to Developer the current balance in the Advance Account. In that case, City may continue to fund Community Park Maintenance Costs from the Advance Account as provided above and shall only be required to reimburse Developer the remaining balance in the Advance Account, if any, when the actual Special Taxes authorized to be levied in a fiscal year equals or exceeds the actual annual Maintenance CFD Costs. Section 3.4. Satisfaction of Park Conditions Developer's execution and performance of the terms of this First Amendment shall fully satisfy any and all Development Approvals for the Project or existing or future conditions of approval for Canyon Hills relating to the provision or maintenance of parks. ARTICLE IV FURTHER AMENDMENTS Section 4.1. Section 3.7 of the Development Agreement is hereby amended to read: "`Development Approval(s)' means the Specific Plan, General Plan Amendment, and Conditions of Approval, as in effect on the date of this Agreement or as amended by mutual consent of City and Developer." Section 4.2. Section 3.11 of the Development Agreement is hereby amended to read: "`Project' means the development project, as set forth in the Specific Plan." Section 4.3. Section 3.13 of the Development Agreement is hereby amended to read: "`Specific Plan' means the Cottonwood Hills Specific Plan (S.P. 88 -1), as amended by mutual consent of City and Developer." Section 4.4. Section 6.1 of the Development Agreement entitled Effective Date and Term is hereby amended to read: "The term of this Agreement shall be until July 1, 2030. Said term may be extended by the circumstances set forth in Sections 11 and 15." Section 4.5. Section 6.2 of the Development Agreement entitled Scheduling is hereby amended to provide that City and Developer acknowledge the Project will be completed within the term of this First Amendment. Section 4.6. Section 8 of the Development Agreement entitled General Development of the Project is hereby amended to add a new subsection 8.5, Map Extensions, as follows: 11/24/09 4000.2 AGENDA IYEM NO. 3 H &O: #77259 v5 7 PAE.. ' C OF DRAFT "8.5 Man Extensions hi accordance with the provisions of Section 66452.6 of the California Government Code, tentative subdivision map(s) or tentative parcel map(s), heretofore or hereafter approved in connection with development of the Project, shall be granted an extension of time for the term of the Development Agreement or as provided by the California Subdivision Map Act, which ever period is longer." Section 4.7. Section 18 of the Development Agreement entitled Addresses for Notice is hereby amended to remove Pardee Construction Company and replace it with Pardee Homes, 10880 Wilshire Blvd., Suite 1900, Los Angeles, CA 90024, Attn: President & CEO, and remove Sandler and Rosen and replace it with O'Neil LLP, 19900 MacArthur Blvd., Suite 1050, Irvine, CA 92612, Attn: Administrative Partner. ARTICLE V ADDITIONAL PROVISIONS Section 5.1. Counterparts. This First Amendment may be executed in counterparts, each of which so executed shall be deemed an original, and such counterparts together shall constitute but one First Amendment. Section 5.2. No Other Changes. Except as modified by this First Amendment, the terms and conditions of the Original Development Agreement, remain in full force and effect and shall be incorporated as a part of and interpreted as one integrated agreement covering the subjects included therein. If there are any conflicts between the provisions of this First Amendment and the Original Development Agreement, the provisions of this First Amendment shall control. Section 5.3. Books and Records The City Manager of the City shall have the right, during normal business hours and upon the giving of two (2) business days prior written notice to the Developer to review all books and records of the Developer pertaining to the Actual Costs incurred by Developer for the Community Park and PA 27A Park. Developer shall have the right, during normal business hours and upon the giving of two (2) business days prior written notice to the City, to review all books and records of the City pertaining to the Maintenance CFD. Section 5.4. Recordation by City Clerk Pursuant to Government Code Section 65868.5, within ten (10) days of execution of this First Amendment by the Parties, the City Clerk shall record a copy with the Riverside County Recorder. Thereafter, pursuant to Government Code Section 65868.5, the burdens of the First Amendment shall be binding upon, and the benefits of the agreement shall inure to, all successors in interest to the Parties to the First Amendment. AGENDA IT"I N0. '3 11/24/09 4000.2 �j �} H &O: #77259 v5 8 PAGE -Y- 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below. Dated: ' °CITY" ATTEST: Un [NAME], City Clerk APPROVED AS TO FORM: LEIBOLD McCLENDON & MANN, P.C. Un [NAME], City Attorney 11/24/09 4000.2 H &O: #77259 v5 CITY OF LAKE ELSINORE, a California municipal corporation By: [NAME], Mayor "DEVELOPER" PARDEE HOMES, a California Corporation By: Name: Title: By: Name: Title: AGENDA ffw N®. 9 PACE - . - . (a QF DRAFT STATE OF CALIFORNIA ) ss COUNTY OF RIVERSIDE ) On , before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument, and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public STATE OF CALIFORNIA ) ss COUNTY OF RIVERSIDE ) On , before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument, and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Acrnmm rmm no. 3 11/24/09 4000.2 P H &0: #77259 v5 10 PAGE OF EXHIBIT A LEGAL DESCRIPTION OF DEVELOPER PROPERTY AGENDA ITEM mo- 3___,__,__ 11 /24/09 4000.2 H &O: #77259 vs A -1 DRAFT EXHIBIT B City of Lake Elsinore Community Facilities District No. 2009 -1 (Park, Open Space and Street Lighting Maintenance) Rate and Method of Apportionment of Special Tax Introduction Special Taxes shall be annually levied on each Developed Single Family Unit and Developed Multifamily Unit (as hereinafter defined) in City of Lake Elsinore Community Facilities District No. 2009 -1 (Park, Open Space and Street Lighting Maintenance) (the "CFD No. 2009 -1 "), in accordance with the rate and method of apportionment of special taxes hereinafter set forth. All of the property within CFD No. 2009 -1 that is not a Developed Single Family Unit or Developed Multifamily Unit shall be exempt from the Special Taxes of CFD No. 2009 -1. Definitions "Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means any reasonably necessary or appropriate expenses incurred in the administration of CFD No. 2009 -1, including but not limited to the administrative and legal costs of levying and collecting the Special Tax (including costs incurred in connection with any appeals relating thereto and litigation expenses incurred in connection with the collection of the Special Tax); and an allocable share of the salaries of the City staff providing services on behalf of CFD No. 2009 -1 directly related to the foregoing and a proportionate amount of City general administrative overhead related thereto. "Assessor's Parcel" means a parcel of land in CFD No. 2009 -1 designated and assigned a discrete identifying number on a map of the County Assessor of the County of Riverside. "Canyon Hills Community Park" means the community park constructed within Planning Area 18 of the Canyon Hills Specific Plan area. "Canyon Hills Habitat Area" means the public open space and wildlife habitat within the Canyon Hills Specific Plan Area. "CFD No. 2009 -1" means Community Facilities District No. 2009 -1 established by the City under the Act. "City" means the City of Lake Elsinore, California. "Council" means the City Council of the City of Lake Elsinore, acting as the legislative body of CFD No. 2009 -1. 11 /24/09 4000.2 &O: #7 7259 v5 B -1 H AGENDA REM No. 3 &O: #7 PACE - OF DRAFT "Developed Multifamily Unit" means a residential dwelling unit within a building in which each of the individual dwelling units has or shall have at least one common wall with another dwelling unit and a building permit has been issued by the City for such dwelling unit on or prior to March 1 preceding the Fiscal Year in which the Special Tax is being levied. "Developed Single Family Unit" means a residential dwelling unit other than a Developed Multifamily Unit on an Assessor's Parcel for which a building permit has been issued by the City on or prior to March 1 preceding the Fiscal Year in which the Special Tax is being levied. "Fiscal Year" means the period beginning on July 1 and ending on the following June 30. "Maximum Special Tax" means the maximum Special Tax that can be levied by CFD No. 2009 -1 in any Fiscal Year on any Assessor's Parcel. "PA 27A Park" means the neighborhood park constructed within Planning Area 27A of the Canyon Hills Specific Plan Area. "Special Tax" means any of the special taxes authorized to be levied within CFD No. 2009 -1 pursuant to the Act to fund the Special Tax Requirement. "Special Tax Requirement" means the amount determined in any Fiscal Year for CFD No. 2009 -1 equal to (i) the budgeted costs directly related to the maintenance of the Canyon Hills Community Park, the PA 27A Park, the Canyon Hills Habitat Area and the Street Lighting, including repair and replacement of components of the Canyon Hills Community Park, the PA 27A Park, the Canyon Hills Habitat Area and the Street Lighting, which have been accepted and maintained or are reasonably expected to be accepted and maintained during the current Fiscal Year, (ii) Administrative Expenses, and (iii) anticipated delinquent Special Taxes based on the delinquency rate in CFD No. 2009 -1 for the previous Fiscal Year, [less (iv) the amount of Special Taxes previously collected that are available for such purposes, as determined by the CFD Administrator]. "Street Lighting" means the public street lights constructed within and directly adjacent to Planning Areas IA, 113, 213, 2C, 2D, 28A, 2813, 28C, 31, 32, 36 and 37 and portions of 23, 29, 30A and 30B of the Canyon Hills Specific Plan area that are within the boundary of CFD No. 2009 -1. "Unit" means each separate residential dwelling unit, which comprises an independent facility capable of conveyance or use separate from adjacent dwelling units. Rate and Method of Apportionment of Special Tax Commencing Fiscal Year 2010 -2011 and for each subsequent Fiscal Year, the City Council shall levy [up to] the Maximum Special Tax on all Assessor's Parcels defined as a Developed Single Family Unit or Developed Multifamily Unit [as required to fully fund the Special Tax Requirement]. 11/24/09 4000.2 H &o: #77259 v5 B -2 AGENDA 17EN(19 ®. 3 PAGE -,:?- DRAFT The Maximum Special Tax for Fiscal Year 2010 -2011 shall be $ per Developed Single Family Unit and $ per Developed Multifamily Unit. On each July 1, commencing July 1, 2011, the Maximum Special Tax shall be increased by two percent (2.00 %) of the amount in effect in the prior Fiscal Year. Duration of the Special Tax The Special Tax shall be levied in perpetuity to fund the Special Tax Requirement, unless no longer required as determined at the sole discretion of the City Council. Collection of the Special Tax The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2009 -1 may collect the Special Tax at a different time or in a different manner if necessary to meet its funding requirements. 11/24/09 4000.2 H &O: #77259 v5 B -3 DRAFT EXHIBIT C -1 COMMUNITY PARK SITE AND CONCEPTUAL PLAN (INCLUDING PHASES) [TO BE INSERTED] 11/24/09 4000.2 H &O: #77259 v5 C -1 Arumnvw no. PAGE OF. Tw POTENTIAL LINK TO EXIST NG RAILS IN wTTTXRP.G CRFEK _— ,INTERPRETIVE SIGNAGE ALONG CREEK fl Wll➢LIFE CORRIDOR NOUE OF REDWOODS GATEWAY TO NATURE TRAIL NRE iR IL d'iXK AO PAVING STAGING IWARTUP AREA III NO I / LEAGUE CFB DRE NL A PLAY EA_ GES FLAG POLE SHADE STRUCTURES FOUNTAIN? WATER PLAY MINE 0 I2I GROUP SHADE STRUCTURES RESTROOMSI STORAGE BUILDING? SNACK BAR PLAZATREES WI STEEL TREE GRATESAT FINISHSURFACELEVEL 51EELGRATESTO ACCOMMODATE 131 LINE VOLTAGE UPLIGHTS EA 1IYWCCERFIELDG: 19VYL T Ii.,AP 11E 1, ClN- A,OUYall SPORTSPINA: WATERPU RESTROOMS, SEATING. SHADE. EATING. ALL AGEG.<B BENCHES, 13 PICNIC TABLES, MINIMUM. LI HILORENS PLAY AREA: HLAGEG DRYSTREAMBED LOW WATER CONSUMING LANDSCAPE -TYP. EMPLOY PL THAT REQUIRE LESS WATER. WALKS, BENCHES, 5HATE TREES. I MILE WALKING TRAIL " WOE CONCRETE OR DG -TY, P1 \ a PARK SIGNAGE I MONUM ENT: PER Cl GTPNDMOS P LIMITS: IYUACREG s� IN ii 11 a"4" le FENNELL &ASSO IAI r.:ss +a PH �N X Mi OR SLOPE ARE w TEMP. HYOREEO WI TE MP.IRRIGaTIOR NOTP PART: : SEE APPROVED T - AMPHITHEaiE R I AWARDS AREA RESTROOMS .Cr / SHADE STRUCTURES DRAFT EXHIBIT C -2 PA 27A PARK CONCEPTUAL PLAN [TO BE INSERTED] 11 &O: # 77 259 v s C 2 AGENDA ffEM IUD. 3 x &o: nzs9 � PAGE a5 OF 'J ,.r v Yi Yr +- '" a F" �sbY irr i yn a 5 tw 4 Fd D 7 Oc c DA Z � t Yift. OD z O Q m A A O O z 2 f n — y — m O o O O x O A D Z �m >� m r < o A A D z \ A m 0 A D O z 0 m z m m A �c � m r D A m0 m0 �O >p z� O D � O M D r m � m z I D A A z m z A W O D 5: A co co C _Z m O D A D Z N N z W D A r r AO m v o 4 l � � d O O N 2 I 0 I I li c 0 l � c A m _ v l 1pt 1 9 II Z �sF.w � t Yift. 0 5 r Or i W m O 0 f n — y — m 4 l � � d O O N 2 I 0 I I li c 0 l � c A m _ v n Z Z W Or i W m O O mm mm O. Z PAGE a of EXHIBIT D COMMUNITY PARK SCHEDULE OF PERFORMANCE 1 2. 3 Desim Developer shall have first submitted conceptual plans for the Design of the Community Park for consideration by the City. City approval or disapproval of Desiar City shall approve or disapprove of the Design. In the event of disapproval, City shall provide a reasonable explanation of the grounds for disapproval. Resubmission of Design following disapproval Developer shall resubmit the Design to the City. December 1, 2009 Within 30 days of submission by Developer. Within 30 days of notice of disapproval and explanation of grounds for disapproval. 0 5. Q City approval or disapproval of Park Improvement Plans City shall approve or disapprove of the Park Improvement Plans. Resubmission of Park Improvement Plans. City shall approve or disapprove of the Park Improvements Plans. In the event of disapproval, City shall provide a reasonable explanation of the grounds for disapproval. Commencement of first Phase of Construction Developer shall have commenced construction of the first Phase of the Community Park. 7. Completion of the first Phase of the Community Park Improvements Developer shall have completed the first Phase of the Community Park Improvements. 11/24/09 4000.2 x &o: #77259 v5 D -1 Within 30 days of submission by Developer. Within 30 days of submission by Developer. The earlier of (1) the issuance of a building permit for the 80 dwelling unit issued within the Maintenance CFD, or (2) January 10, 2012; provided however, Developer shall not be required to commence construction of the Community Park Improvements under either (1) or (2) until at least 120 days has elapsed following the City's approval of the Park Improvement Plans. Within 15 months of the commencement of construction. AGENDA ITEM NO. PAGE_ _ tom 3; DRAFT 8. Commencement of second Phase of The earlier of (1) the issuance of a Construction Developer shall have building permit for the 500` dwelling commenced construction of the unit within the Maintenance CFD or second Phase of the Community (2) within 24 months following the Park. completion of the first Phase of construction. 9. Completion of second Phase of Within 12 months of the commencement Construction Developer shall have of construction. completed the second Phase of the Community Park. PA 27A PARK SCHEDULE OF PERFORMANCE 1. Design Developer shall have first Approval of first final subdivision map submitted conceptual plans for the for PA 28A Park. Design of the PA 27A Park for consideration by the City. 2. City approval or disapproval of Within 30 days of submission by Design City shall approve or Developer. disapprove of the Design. In the event of disapproval, City shall provide a reasonable explanation of the grounds for disapproval. 3. Resubmission of Design following Within 30 days of notice of disapproval disapproval Developer shall and explanation of grounds for resubmit the Design to the City. disapproval. 5. City approval or disapproval of Park Within 30 days of submission by Improvement Plans City shall Developer. approve or disapprove of the Park Improvement Plans. 6. Resubmission of Park Improvement Within 30 days of submission by Plans. City shall approve or Developer. disapprove of the Park Improvements Plans. In the event of disapproval, City shall provide a reasonable explanation of the grounds for disapproval. 7. Commencement of Construction The issuance of a building permit for the Developer shall have commenced first production dwelling unit within construction of the first Phase of the PA 28A Park, the immediately adjacent PA 27A Park. Planning Area. 11/24/09 4000.2 AGENDA ITEM NO. _L______ H &O: #77259 v5 D'2 p S or- D- DRAFT EXHIBIT E COMMUNITY PARK SCOPE OF WORT& Phase I Major Park Elements 1. (2) Soccer fields (190'x 270') (a) (4) portable goal stands 2. (1) Restroom/storage facility with snack bar for sports leagues 3. (1) Basketball court 4. (1) Preschool and Elementary age playground with shade canopy (a) rubberized resilient surface 5. Parking lot(s) with at least 120 spaces 6. (4) Interpretive signs along creek and wildlife corridor (a) sign standard substantially similar to City Downtown Riverwalk Project 7. Walking path to wildlife corridor and Cottonwood Creek (a) AC paving (3" thick), if permitted by regulatory permits, or 3" compacted DG 8. Park monument entry signage per City Identify Standards Guide 9. Water spray play area (minimum 7500 square feet) (a) substantially similar to water spray features at Sigler Park, City of Westminster, CA 10. Dog play area 11. (2) Group shade structures (substantially similar to Model Poligon #SQR30 by Porter Corp., Holland, MI) 12. (10) Single shade structures (substantially similar to Model Poligon #SQR16 by Porter Corp. Holland, MI) The major park elements, specification levels and materials shall be substantially similar to the Rosetta Canyon Park standards, specification levels and materials, unless otherwise specified herein. 11/24/09 4000.2 H &O: #77259 v5 E-1 AGGEr m rmm N ® PAGE a9 0F 3.)--_ DRAFT 13. Top soil (a) Import 12" deep Class A material for all fields with turf 14. Amenities (substantially similar to Quick Crete Products Corp. products) (a) (40) Benches (b) (22) Picnic tables (c) (12) BBQs (d) (25) Waste containers (e) (4) Hot ash containers Phase II Maior Park Elements 15. (2) Little League fields /softball fields (250') (a) (4) Bleachers (b) Chain -link fenced back -stops 16. (1) Restroom facility 17. Parking lot(s) with at least 55 spaces 18. (1) Amphitheater PA 27A PARK SCOPE OF WORK PA 27A Maior Park Elements 1. (1) Little League /softball field (180') 2. (1) Soccer field (190'x 270') 3. (1) Restroom facility 4. (1) Basketball court 2' The specification levels and materials shall be substantially similar to the Canyon Hills PA _ neighborhood park, unless otherwise specified herein. 11/24/09 4000.2 H &O: #77259 v5 E -2 AGED ®A m no. 3 PAf15 30 OF: 3;)- DRAFT 5. (1) Preschool and Elementary age playground with shade canopy (substantially similar to Model Poligon #SQR30 by Porter Corp., Holland, MI) (a) rubberized resilient surface 6. (4) Single shade structures (substantially similar to Model Poligon #SQR16 by Porter Corp. Holland, MI) 7. Parking lot(s) with at least 51 spaces 8. Top soil (a) Import 12" deep Class A material for all fields with turf 9. Amenities (substantially similar to Quick Crete Products Corp. products) (a) Benches (b) (4) Picnic tables (c) (4) BBQs (d) (__) Waste containers (e) (1) Hot ash container 11/24/09 4000.2 AGENDA 1rej No. H &O: #77259 v5 E-3 PACE 31 - I DRAFT EXHIBIT F BIDDING AND CONTRACTING REQUIREMENTS 1. Bids shall be solicited from at least three (3) qualified contractors, provided at least three (3) qualified contractors are reasonably available. Developer may directly solicit bids. 2. The bidding response time shall be not less than ten (10) working days. 3. An authorized representative of the City shall be provided a copy of the tabulation of bid results. 4. Contractor(s) for the construction of the Community Park and PA 27A Park shall be awarded to the qualified contractor(s) submitting the lowest responsible bid(s), as determined by the Developer. 5. The contractor to whom a contract is awarded shall be required to pay not less than the prevailing rates of wages pursuant to Labor Code Sections 1770, 1773 and 1773.1. A current copy of applicable wage rates shall be on file in the Office of the City Engineer, as required by Labor Code Section 1773.2. 11/24/09 4000.2 ACWIDA rmm Pt0. 3_ H &O: #77259 v5 F -1 PAGE 3 a of 2