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HomeMy WebLinkAboutCity Council Agenda Item No.12CITY OF i/`cA LADE LSINOKE DREAM EXTREMEn REPORT TO CITY COUNCIL TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TOM EVANS INTERIM CITY MANAGER DATE: NOVEMBER 13, 2012 SUBJECT: VESTING TENTATIVE TRACT MAP (VTTM) NO. 35001 - A REQUEST TO SUBDIVIDE 400.3 ACRES OF LAND INTO 1,065 TOTAL LOTS (1,056 SINGLE - FAMILY RESIDENTIAL, 1 HIGH DENSITY RESIDENTIAL, 2 SUBURBAN VILLAGE COMMERCIAL, 2 COMMERCIAL /PUBLIC SAFETY, 2 PUBLIC PARK, 1 EVMWD TANK SITE, AND 1 DETENTION BASIN). THE TRACT MAP IS LOCATED ON THE EAST SIDE OF LAKE STREET, NEAR THE NORTHEAST CORNER OF NICHOLS ROAD AND LAKE STREET. ENVIRONMENTAL CLEARANCE IS PROVIDED BY ADDENDUM NO. 4 TO THE 1989 FINAL ALBERHILL RANCH SPECIFIC PLAN ENVIRONMENTAL IMPACT REPORT. AMENDED AND RESTATED DEVELOPMENT AGREEMENT - A REQUEST FOR APPROVAL OF AN AMENDMENT AND RESTATEMENT TO A 1990 DEVELOPMENT AGREEMENT, PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTIONS 65864 - 65869.5, IN CONNECTION WITH THE VESTING OF CITY REGULATIONS GOVERNING DEVELOPMENT OF APPROXIMATELY 403 ACRES OF LAND LOCATED WITHIN PROPOSED VTTM 35001. GENERALLY LOCATED ON THE EAST SIDE OF LAKE STREET, NEAR THE NORTHEAST CORNER OF NICHOLS ROAD AND LAKE STREET. ENVIRONMENTAL CLEARANCE IS PROVIDED BY ADDENDUM NO. 4 TO THE 1989 FINAL ALBERHILL RANCH SPECIFIC PLAN ENVIRONMENTAL IMPACT REPORT. Recommendation Adopt Resolution No. 2012 - � adopting findings that the project identified as Vested Tentative Tract Map No. 35001 is in compliance with the Multiple Species Habitat Conservation Plan (MSHCP). AGENDA ITEM NO. 12 Page 1 of 85 Vesting Tentative Tract Map No. 35001 Amended and Restated Development Agreement November 13, 2012 Page 2 of 5 Adopt Resolution No. 2012 - lb adopting findings to certify Addendum No. IV to the Alberhill Ranch Specific Plan Final Environmental Impact Report (State Clearinghouse No. 88090517). Adopt Resolution No. 2012 - approving Vesting Tentative Tract Map No. 35001 based on the Findings, Exhibits, and proposed Conditions of Approval. Continue consideration of the proposed Amended and Restated Development Agreement pending further discussions with WRCOG, City staff and the project applicant to a future noticed public hearing. Background On October 16, 2012, the proposed Vesting Tentative Tract Map and Development Agreement (the 'Project) were reviewed by the Planning Commission. Overall, the Planning Commission expressed satisfaction with the Project and voted to recommend approval to the City Council. Discussion The project applicant and landowner, Castle and Cooke, Lake Elsinore West, Inc., proposes Vested Tentative Tract Map No. 35001 (VTTM No. 35001), located within a portion of the Brighton ARSP #1 for future mixed land use. VTTM No. 35001 encompasses approximately 400 -acres within a portion of the overall 998 acre Brighton ARSP #1 area for future construction of two public parks totaling 10 acres (6.9 acres and 3.1acres), a 38.8 acre linear park, and up to 1,401 dwelling units and 1,358,000 square feet of commercial and office space. VTTM No. 35001 overlays approximately 400 acres within the current land use designations in the Brighton ARSP #1. No Specific Plan land use changes are proposed with the VTTM No. 35001. The remaining approximate 600 acres of the Brighton Specific Plan area was sold by the former property owner, Tri- Valley I, to the County of Riverside in 2004 for conservation purposes (the "Tri - Valley Transaction ") consistent with the Multiple Species Habitat Conservation Plan. With the purchase of the 600 acres by the County, approximately 1,334 dwelling units and 1,364,500 square feet of commercial land uses were "removed" from the ARSP, and consequently reduced the environmental impacts previously described within the Alberhill Ranch Specific Plan Environmental Impact Report (EIR). The project applicant also requested approval of an Amended and Restated Development Agreement clarifying the rights and obligations of the Developer and the City as to the approximate 400 acres of remaining developable property. In light of the modifications and intervening delays caused by the County acquisition of 600 acres, the Page 2 of 85 Vesting Tentative Tract Map No. 35001 Amended and Restated Development Agreement November 13, 2012 Page 3 of 5 adoption of the Multiple Species Habitat Conservation Plan (MSHCP) and other factors detailed in the proposed Amended and Restated Development Agreement, the project applicant proposes the Amended and Restated Development Agreement acknowledge a tolling period and clarify that the term of the Agreement expires in 2024. On October 23, 2012, after consideration of the VTTM No. 35001 and the Amended and Restated Development Agreement by the Planning Commission, the Mayor, Interim City Manager and City Attorney met with the WRCOG Executive Director and General Counsel regarding the Amended and Restated Development Agreement. WRCOG representatives were fundamentally opposed to the Amended and Restated Development Agreement and rejected the proposed tolling of the original Agreement and project exemption from payment of TUMF fees. WRCOG representatives have indicated that WRCOG could limit or cancel TUMF program funding and /or Measure A funds annually administered to the City if the Amended and Restated Development Agreement is approved in the form proposed. Staff estimates current Measure A funds are approximately $1,000,000 per year to the City's budget. Staff believes the potential consequences of approving the Amended and Restated Development Agreement in the form presented exceeds the projected benefits. In response to WRCOG's objections, the project applicant submitted additional written materials supporting the Amended and Restated Development Agreement with an attached table calculation explaining the background of the agreement as well as providing a cost analysis of the project (Attachment 5). The legal issues posed by the project applicant and WRCOG present a threat of litigation to the City which has been the subject of City Council closed session discussion. Resolution of these issues is ongoing. Therefore, staff recommends that the City Council proceed only with the approval of VTTM 35001 as proposed and continue consideration of the Amended and Restated Development Agreement pending further discussions among the parties and WRCOG. Without the companion Amended and Restated Development Agreement, the conditions of approval for the VTTM No. 35001 alone must follow traditional land use regulatory requirements under the Subdivision Map Act and other applicable federal, state and local laws which will require modification of some of the conditions of approval that were presented to the Planning Commission. For example, under the Quimby Act, the project must provide 23.6 acres of park dedication. In accordance with the Brighton Specific Plan, VTTM No. 35001 receives credit for 10.5 acres of parkland within the 22.4 acre Alberhill Ranch Community Park across Nichols road to the south within the Murdock Alberhill Ranch Specific Plan (Tract No. 28214 -4). Per the Brighton Specific Plan, which requires a minimum 5 acre park, the developer shall dedicate a 5.9 acre park within the development. The developer Page 3 of 85 Vesting Tentative Tract Map No. 35001 Amended and Restated Development Agreement November 13, 2012 Page 4 of 5 can either dedicate the remaining 3.1 acre park shown on the conceptual tract map and pay in lieu Quimby park fees for the 4.1 remaining acres, or pay fees equivalent to 7.2 acres for a total 13.1 acres of parkland /Quimby fee requirements. Because the Linear Park along Lake Street and Nichols Road totaling 38.8 acres does not accommodated active amenities, City staff does not count this acreage towards satisfying City Quimby requirements. No other parks or Quimby fees within VTTM 35001 will be required by the City. Other modifications to the conditions of approval, including elimination of the requirement to dedicate a two acre site for future fire /police station facilities and deposit $1 million into escrow for future fire /police site improvements are reflected in redlined format in the attached conditions of approval. The project applicant will be required to pay all applicable development impact fees, including the City's fire facilities fee. Environmental Determination The Addendum EIR is prepared in accordance with Section 15164 of the State CEQA Guidelines and sufficiently evaluates impacts resulting with the proposed VTTM. The results of the EIR Addendum No. IV analysis note no significant environmental changes as a result of adopting the VTTM No. 35001 project. This conclusion is based on two primary factors. First, the proposed VTTM No. 35001 proposes no changes to the adopted Specific Plan land uses that were analyzed and mitigated through the ARSP EIR and Brighton EIR Addendum. Second, the County acquisition of the remaining approximate 600 acres of the Brighton ARSP #1area for conservation has reduced the total dwelling units and commercial square footage for the entire Brighton ARSP #1area. This 60% reduction in Brighton ARSP #1 land use area resulting from the County approximate 600 -acre acquisition for conservation has lessened the intensity of potential human urban impacts from the planning area in all topical CEQA analysis areas. Since the environmental impacts have not been increased, but lessened, with the proposed VTTM No. 35001, the CEQA Addendum is the appropriate document. The CEQA Addendum analysis describes the entire ARSP area, the historical entitlement activity within this ARSP Specific Plan area, and topical analysis of CEQA impacts proposed with the proposed VTTM No. 35001. Staff supports approval of the Addendum EIR which finds that there are no greater impacts resulting from the Vesting Tentative Tract Map approval than the proposed project evaluated through the Alberhill Ranch EIR and the Brighton Alberhill Ranch EIR Addendum. Page 4 of 85 Vesting Tentative Tract Map No. 35001 Amended and Restated Development Agreement November 13, 2012 Page 5 of 5 Fiscal Impact The proposed project will have no fiscal impact to the community at this time. Future development of the project will provide economic benefits to the City commensurate with similar developments. Prepared by: Kirt A. Coury r Project Planner �` � Reviewed by: Warren Morelion, AICP `I Acting Community Development Director Approved by: Tom Evans Interim City Mina er Attachments: 1. Vicinity Map 2. Adopt Resolution No. 2012 - 0` %dopting findings that the project identified as Vested Tentative Tract Map No. 35001 is in compliance with the Multiple Species Habitat Conservation PI �n (MSHCP) 3. Adopt Resolution No. 2012 - 02 adopting findings to certify Addendum No. IV to the Alberhill Ranch Specific Plan Final Environmental Impact Report (State Clearinghouse No. 8809,x517). 4. Adopt Resolution No. 2012 -Q�1 approving Vesting Tentative Tract Map No. 35001 based on the Findings, Exhibits, and proposed Conditions of Approval. 5. Conditions of Approval with CEQA mitigation Monitoring Program 6. Planning Commission Staff Report dated October 16, 2012 and Amended and Restated Development Agreement 7. Letter from the applicant dated November 7, 2012 8. Addendum No. IV to the Final EIR for the Brighton Specific Plan 9. Full Sized Plans Page 5 of 85 VICINITY MAP VTTM 35001 DEVELOPMENT AGREEMENT Page 6 of 85 � ,,ys NBbp,,z ® VTTM 35001 RESOLUTION NO. 2012- D52 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, ADOPTING FINDINGS THAT THE PROJECT IDENTIFIED AS VESTED TENTATIVE TRACT MAP NO. 35001 IS IN COMPLIANCE WITH THE MULTIPLE SPECIES HABITAT CONSERVATION PLAN (MSHCP) WHEREAS, Castle and Cooke, Lake Elsinore West, Inc., has submitted an application for Vested Tentative Tract Map No. 35001 (Project Site), located on approximately 400 acres on the west side of the 1 -15 Freeway at the Nichols Road and Lake Street intersections and commonly identified as Assessor Parcel Numbers (APNs) 389 - 020 -062, 389 - 020 -064, 389 - 080 -055, 389 - 080 - 056,390- 130 -026, 390- 130- 028,390- 160 -003, 390 - 160 -006, 390 - 190 -014, 390 - 190 -015, 390 - 190 -017, 390 - 190 -018, 390- 200 -008, 390 - 200 -010, 390 -210 -021); and, WHEREAS, Castle & Cooke, Lake Elsinore West, Inc., purchased an approximate 400 acre portion of the approximate 1,000 acre Brighton Alberhill Ranch Specific Plan Amendment No. 1 area; and, WHEREAS, the Project site is now owned by Castle & Cooke, Lake Elsinore West, Inc., successor in interest to the TT Group and is covered by the terms of the Acquisition Agreement between the TT Group and the County of Riverside entered into on February 10 2004 setting forth the MSHCP Section 6.1, A, 1, a. Alternate Habitat Evaluation and Acquisition Negotiation Strategy (HANS) and is, therefore, complete in complying with the MSHCP; and, WHEREAS, pursuant to the terms of the MSHCP, the California Environmental Quality Act (Cal. Pub. Res. Code §§ 21000 at seq.: "CEQA ") and the CEQA Guidelines (14 C.C.R. §§ 15000 at seq.), have been complied with, and therefore, after MSHCP HANS approvals, no further CEQA is required; and, WHEREAS, public notice of the Project has been given, and the City Council has considered evidence presented by the Community Development Department and other interested parties at a public hearing held with respect to this item on November 13, 2012. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. The City Council acknowledges the Acquisition Agreement which implements the HANS and completes the MSHCP process for the Project. Because the Project has completed the HANS process the Project is not required any further regulations under the MSCHP, the City Council takes no further MSHCP action with regard to this Project. SECTION 2. This Resolution shall take effect from and after the date of its passage and adoption. Page 7 of 85 CITY COUNCIL RESOLUTION NO. 2012- Q?/ PAGE 2 OF 3 PASSED, APPROVED AND ADOPTED this 13th day of November, 2012, by the following vote: BRIAN TISDALE MAYOR ATTEST: VIRGINIA BLOOM CITY CLERK APPROVED AS TO FORM: BARBARA LEIBOLD CITY ATTORNEY CITY OF LAKE ELSINORE STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF LAKE ELSINORE Page 8 of 85 CITY COUNCIL RESOLUTION NO. 2012 - PAGE 3OF3 I, Virginia Bloom, City Clerk of the City of Lake that Resolution No. �I Dl?r'D'��/ was adopted Lake Elsinore, California, at a regular meeting held c and that the same was adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Elsinore, California, hereby certify >y the City Council of the City of i the 13 day of November 2012, VIRGINIA BLOOM CITY CLERK Page 9 of 85 RESOLUTION NO. 2012 -053 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, ADOPTING FINDINGS APPROVING ADDENDUM NO. IV TO THE ALBERHILL RANCH SPECIFIC PLAN FINAL ENVIRONMENTAL IMPACT REPORT (STATE CLEARINGHOUSE NO. 88090517) WHEREAS, an application has been filed with the City of Lake Elsinore by Castle & Cooke, Lake Elsinore West, Inc., for the Amended and Restated Development Agreement Between The City of Lake Elsinore and Castle & Cooke, Lake Elsinore West, Inc. as successor in interest to Brighton Alberhill Associates and Vested Tentative Tract Map No. 35001 ( "the Entitlements "), located within the former Brighton and TT Group ownership area of the Alberhill Specific Plan Amendment 1 Project Area (the "Site "); and, WHEREAS, the requirements of the California Environmental Quality Act (Cal. Pub. Res. Code §§ 21000 et seq.: "CEQA") and the State Guidelines for Implementation of CEQA (title 14, Cal. Code Regs. §§ 15000 et seq.: the "CEQA Guidelines ") are applicable to discretionary projects, which are defined in CEQA Guidelines Section 15357 as "a project which requires the exercise of judgment or deliberation when the public agency or body decides to approve or disapprove a particular activity, as distinguished from situations where the public agency or body merely has to determine whether there has been conformity with applicable statutes, ordinances, or regulations "; and WHEREAS, in June 1989, the City of Lake Elsinore (the "City ") certified Final Environmental Impact Report, State Clearinghouse No. 88090517 (the "FEIR ") for the Alberhill Ranch Specific Plan; and WHEREAS, in September 1991, the City approved the First Amendment to the Alberhill Specific Plan prepared for Brighton Homes, and, WHEREAS, Section 15164 (a) of the CEQA Guidelines provides that 'The lead agency shall prepare an addendum to a previously certified EIR if some changes or additions are necessary but none of the conditions described in Section 15162 calling for preparation of a subsequent EIR have occurred "; and WHEREAS, CEQA Guidelines Section 15162(a) states that "When an EIR has been certified or negative declaration adopted for a project, no subsequent EIR shall be prepared for that project unless the lead agency determines, on the basis of substantial evidence in the light of the whole record, one or more of the following: 1. Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; Page 10 of 85 CITY COUNCIL RESOLUTION 2012 -053 PAGE 2 OF 5 2. Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or 3. New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete or the negative declaration was adopted, shows any of the following: (A) The project will have one or more significant effects not discussed in the previous EIR or negative declaration; (B) Significant effects previously examined will be substantially more severe than shown in the previous EIR; (C) Mitigation measures or alternatives previously found not the be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or (D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative "; and WHEREAS, public notice of the Entitlement has been given, and the City Council has considered evidence presented by the Community Development Department and other interested parties at a public hearing held with respect to this item on November 13, 2012. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. The City Council has considered Addendum No. IV prepared for the Entitlements with the previously certified Final EIR. The City Council determines that Addendum No. IV was prepared in conformance with CEQA, reflects its independent judgment, and is the appropriate environmental document for the Entitlements based upon the following findings: 1. Addendum No. IV to the FEIR is complete, contains all required information, and has been completed in compliance with CEQA, utilizing criteria set forth in Section 15164 of the CEQA Guidelines. Page I I of 85 CITY COUNCIL RESOLUTION 2012 - -9 PAGE 3 OF 5 2. Addendum No. IV is the appropriate document because changes and modifications proposed by the Entitlements are necessary but do not trigger any of the conditions set forth in CEQA Guidelines Section 15162 (see below). 3. The Entitlements do not introduce any new significant environmental effects, nor will they result in any new significant unavoidable project impacts beyond those previously identified in the FEIR. 4. The Entitlements do not propose substantial changes to the project as analyzed under the FEIR, which will require major revisions to the FEIR due to new significant environmental effects or a substantial increase in the severity of previously identified significant environmental effects. 5. No new information of substantial importance exists, which was either unknown or could not have been known at the time that the FEIR was certified, to show that the Entitlements will have significant effects that were not described in the FEIR, that significant effects that were examined in the FOR will be more severe as a result of the Entitlement, that mitigation measures or alternatives previously found infeasible would in fact be feasible, or that new mitigation measures are necessary for the Entitlements. SECTION 2. Based upon the foregoing, and based upon all oral and written testimony and other evidence presented, the City Council of the City of Lake Elsinore hereby approves Addendum No. IV to the FEIR. SECTION 3. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 13th day of November, 2012, by the following vote: BRIAN TISDALE MAYOR ATTEST: Page 12 of 85 CITY COUNCIL RESOLUTION 2012 - � j?j PAGE 4 OF 5 CITY CLERK APPROVED AS TO FORM: BARBARA LEIBOLD CITY ATTORNEY CITY OF LAKE ELSINORE STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF LAKE ELSINORE Page 13 of 85 CITY COUNCIL RESOLUTION 2012- D�53 PAGE 5 OF 5 I, Virginia Bloom, City Clerk of the City of Lake Elsinore, California, hereby certify that Resolution No. 1 b11'b'5b was adopted by the City Council of the City of Lake Elsinore, California, at a regular meeting held on the 13 day of November 2012, and that the same was adopted by the following vote: AYES: NOES: ABSTAIN: VIRGINIA BLOOM CITY CLERK Page 14 of 85 RESOLUTION NO. 2012 -( 4 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING VESTED TENTATIVE TRACT MAP NO. 35001 GENERALLY LOCATED AT ON THE EAST SIDE OF LAKE STREET AT TEMESCAL AND THE NORTH SIDE OF NICHOLS ROAD WHEREAS, an application has been filed with the City of Lake Elsinore by Castle & Cooke Lake Elsinore West, Inc., for the Vested Tentative Tract Map (VTTM) subdivision of 1,056 single family lots, 1 High Density Multi Family lot, 2 Suburban Village Commercial lots, 2 Commercial /Public Safety, 2 Public Park, 1 EVMWD Tank Site, and 1 Detention Basin all having legal access consisting of approximately 400 acres ( "the Project") for development purposes only. The Project is generally located on the east side of Lake Street at Temescal Road and north side of Nichols Road, further identified as Assessor Parcel Numbers (APNs) 389 - 020 -062, 389 - 020 -064, 389 -080- 055, 389 - 080 - 056,390 -130 -026, 390 - 130 - 028,390- 160 -003, 390 - 160 -006, 390 - 190 -014, 390 - 190 -015, 390 - 190 -017, 390 - 190 -018, 390 - 200 -008, 390 - 200 -010, 390 - 210 -021); and, WHEREAS, on November 13, 2012 at a duly noticed public hearing, the City Council considered evidence presented by the Community Development Department and other interested parties with respect to this item. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. Prior to making a decision, the City Council has reviewed and analyzed Vested Tentative Tract Map No. 35001 pursuant to the appropriate Planning and Zoning Laws, and Chapter 16 (Subdivisions) of the Lake Elsinore Municipal Code ( °LEMC). SECTION 2. The City Council hereby finds and determines that Vested Tentative Tract Map No. 35001 is subject to the California Environmental Quality Act (Public Resources Code §§ 21000 et seq.: "CEQA ") and the Guidelines for Implementation of CEQA (14 California Code of Regulations §§ 15000 et seq.: "CEQA Guidelines ").. Specifically, the City Council finds that the Project Specific Plan was subject to a full EIR and the Vested Tentative Tract Map No. 35001Addendum IV to the EIR adequately evaluates the Project changes and finds that there are no significant affects on the environment pursuant to CEQA caused by these changes; and,. SECTION 3. That in accordance with State Planning and Zoning Law and the Lake Elsinore Municipal Code, the City Council makes the following findings for approval of Vested Tentative Tract Map No. 35001: 1. The proposed subdivision, together with the provisions for its design and improvement, is consistent with the General Plan. The proposed subdivision is compatible with the objectives, policies, general land uses and programs Page 15 of 85 CITY COUNCIL RESOLUTION NO. 2012 - PAGE 2 OF 4 specified in the General Plan (Government Code Section 66473.5). The General Plan designates the site for a mixed land use Specific Plan. Consistent with that designation, the Vested Tract Map can accommodate future mixed land uses. The Tract Map is consistent with the designated land use, development and design standards, and all other appropriate requirements contained in the General Plan„ and Subdivision Map Act. 2. The effects this project is likely to have upon the housing needs of the region, the public service requirements of its residents and the available fiscal and environmental resources have been considered and balanced. The Vested Tract Map is consistent with the Development Agreement Amendment No. 2, land use plan, development and design standards, and programs, and all other appropriate requirements contained in the General Plan. Vested Tentative Tract Map No. 35001 is consistent with the future mixed land use specific plan designation and applicable development and design standards. 3. Subject to the attached conditions of approval, the proposed project is not anticipated to result in any significant environmental impact. The project has been adequately conditioned by all applicable departments and agencies and will not therefore result in any significant environmental impacts because it is not for development purposes but only for parcel conveyances for financing purposes. The proposed use, together with the conditions applicable thereto, will not be detrimental to the public health, safety, or welfare or materially injurious to properties or improvements in the vicinity. SECTION 4. Based upon the evidence presented, the above findings, and the attached conditions of approval, the City Council hereby approves Vested Tentative Tract Map No. 35001. SECTION 5. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 13th day of November, 2012, by the following vote: 1M We c ATTEST: VIRGINIA BLOOM CITY CLERK Page 16 of 85 CITY COUNCIL RESOLUTION NO. 2012 -05+ PAGE 3OF4 APPROVED AS TO FORM: BARBARA LEIBOLD CITY ATTORNEY CITY OF LAKE ELSINORE Page 17 of 85 CITY COUNCIL RESOLUTION NO. 2012 -06 PAGE 4 OF 4 STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF LAKE ELSINORE I, Virginia Bloom, City Clerk of the City of Lake Elsinore, California, hereby certify that Resolution No. 7�i�vs adopted by the City Council of the City of Lake Elsinore, California, at a regular meeting held on the 13 day of November 2012, and that the same was adopted by the following vote: AYES: NOES: ABSENT: F.M.I. : ► VIRGINIA BLOOM CITY CLERK Page 18 of 85 CONDITIONS OF APPROVAL VESTING TENTATIVE TRACT MAP NO. 35001 "ALBERHILL RIDGE" PTO ►_:G 1. The applicant shall defend (with counsel acceptable to the City), indemnify, and hold harmless the City, its Officials, Officers, Employees, and Agents from any claim, action, or proceeding against the City, its Officials, Officers, Employees or Agents to attach, set aside, void, or annul an approval of the City, its advisory agencies, appeal boards, or legislative body concerning Vesting Tentative Tract Map No. 35001, located within the Brighton Specific Plan on the east side of Lake Street between Nichols Road and the 1 -15 Freeway, project attached hereto. PLANNING DIVISION 2. Vesting Tentative Tract Map No. 35001 will expire two years from date of approval unless within that period of time a Final Map has been filed with the County Recorder, or an extension of time is granted by the City of Lake Elsinore City Council in accordance with the Subdivision Map Act. 3. Vesting Tentative Tract Map No. 35001 shall comply with the State of California Subdivision Map Act and shall comply with all applicable requirements of the Lake Elsinore Municipal Code (LEMC), unless modified by approved Conditions of Approval. 4. Development shall comply with those standards and guidelines of the Elements contained in the Brighton Specific Plan document. 5. Vesting Tentative Tract Map No. 35001 shall comply with the State of California Subdivision Map Act and applicable requirements contained in the Brighton Specific Plan document and the Lake Elsinore Municipal Code (LEMC), unless modified by approved Conditions of Approval. 6. Develepment shall Gomply with those requirernepts and provisions oeRtaiRed in the ArneRded and Restated Development-AgreemeRt dated as of 2012 bet th r;+., nd Castle R Geeke Lake Fls'n a West Inn ("Development Agreement"); 7. The applicant shall participate in the City of Lake Elsinore Citywide Lighting and Landscape and Street Maintenance District, as appropriate. 8. The applicant shall provide all project - related onsite and offsite improvements as described in the Brighton Specific Plan document and Vesting Tentative Tract Map No. 35001. 9. The applicant shall implement those mitigation measures identified in the 1990 Final Brighton Specific Plan EIR and the 2012 CEQA Addendum No. 4 to the Final Brighton Specific Plan EIR. Included as attachment "A" to these project Conditions of Approval. 10. The applicant shall comply with all conditions of the Riverside County Fire Department. Future construction shall meet all Riverside County Fire Department standards for fire protection and any additional requirements requested by the County Fire Department. Page 19 of 85 CONDITIONS OF APPROVAL PAGE 2 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 PARKS 11. Under the Quimby Act, the project must provide 23.6 acres of park dedication. In accordance with the Brighton Specific Plan, VTTM 35001 receives credit for 10.5 acres of parkland within the 22.4 acre Alberhill Ranch Community Park across Nichols road to the south within the Murdock Alberhill Ranch Specific Plan (Tract No. 28214 -4). Per the Brighton Specific Plan, which requires a minimum 5 acre park, the developer shall dedicate a 5.9 acre park within the development. The developer can either dedicate the remaining 3.1 acre park shown on the conceptual tract map and pay in lieu Quimby park fees for the 4.1 remaining acres, or pay fees equivalent to 7.2 acres for a total 13.1 acres of parkland /Quimby fee requirements. Because the Linear Park along Lake Street and Nichols Road totaling 38.8 acres do not accommodated active amenities, they shall not be counted towards satisfying City Quimby requirements. No other parks within VTTM 35001 will be required by the City PRIOR TO FINAL TRACT MAP 12. All lots shall comply with minimum standards contained in the Brighton Specific Plan. 13. A precise survey with closures for boundaries and all lots shall be provided per the LEMC. 14. Street names within the subdivision shall be approved by the Community Development Director or Designee. 15.All of the improvements shall be designed by the applicant's Civil Engineer to the specifications of the City of Lake Elsinore. 16.The applicant shall meet all requirements of Elsinore Valley Municipal Water District (EVMWD). PRIOR TO DESIGN REVIEW APPROVAL 17. All future structural development associated with this map requires separate Design Review approval. 18. Design for all drainage basins proposed with Vesting Tentative Tract Map No. 35001 shall be approved by the City Engineer and Community Development Director or designee. Security fencing where required shall be shown. Exposed chain -link fencing is prohibited. PRIOR TO BUILDING PERMIT /GRADING PERMITS 19. Prior to issuance of any building permit, the Developer shall create, or annex the property into Lighting and Landscape Maintenance District No. 1 to offset the annual negative fiscal impacts of the project on public right -of -way for landscaping and street lights in the public right -of -way for which the City will pay for maintenance costs, water from Elsinore Valley Page 20 of 85 CONDITIONS OF APPROVAL PAGE 3 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 Municipal Water District, and electricity and a maintenance fee to Southern California Edison. Developer shall pay to the City the appropriate non - refundable deposit to cover the cost of the annexation process. The Developer may propose alternative financing mechanisms to fund the annual maintenance costs, including the creation of a Mello -Roos Community Facilities District in lieu of annexing into the existing district. 20. Prior to issuance of any building permit, the Developer shall annex the property into Community Facilities District No. 2006 -5 (Park, Open Space and Storm Drain Maintenance) to offset the annual negative fiscal impacts of the project for public parks, open space and storm drain for which the City will pay for maintenance costs, water from Elsinore Valley Municipal Water District, and electricity from Southern California Edison. Developer shall pay to the City the appropriate non - refundable deposit to cover the cost of the annexation process. The Developer may propose alternative financing mechanisms to fund the annual maintenance costs in lieu of annexing into the existing district. 22. Prior to issuance of any building permit, the Developer shall annex the property into Community Facilities District No. 2007 -1 (Law Enforcement, Fire and Paramedic Services) to offset the annual negative fiscal impacts of the project on providing public safety services. Developer shall pay to the City the appropriate non - refundable deposit to cover the cost of the annexation process. The Developer may propose alternative financing mechanisms to fund the annual public safety services costs in lieu of annexing into the existing district. 23. Prior to issuance of any grading permit and /or building permit, the applicant shall sign and complete an "Acknowledgment of Conditions" and shall return the executed original to the Community Development Department. 24.The applicant shall obtain all necessary State and Federal permits, approvals, or other entitlements, where applicable, prior to each phase of development of the project. 25. Prior to issuance of building permit, a Fuel Modification Plan and Program shall be approved by the Fire Department for future development. Said Plan and Program shall show those special treatments necessary to achieve an acceptable level of risk in regard to the exposure of structures to flammable vegetation and shall describe the method of removal and installation, and provisions for maintenance. The City's Landscape Architect shall ensure compliance of said program. 26. Prior to issuance of building permit, the applicant shall submit a letter of verification (will -serve letter) to the City Engineer, for all required utility services. 27. The applicant shall meet all requirements of Elsinore Valley Municipal Water District (EVMWD). Page 21 of 85 CONDITIONS OF APPROVAL PAGE 4 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 28. The applicant shall pay applicable fees and obtain proper clearance from the appropriate School District prior to issuance of building permits. 29. The applicant shall provide connection to public sewer for each lot within any subdivision. No service laterals shall cross adjacent property lines and shall be delineated on engineering sewer plans and profiles for submittal to the EVMWD. 30. Prior to issuance of building permit, the applicant shall prepare a Final Wall and Fence Plan addressing the following: • Show that a masonry or decorative block wall will be constructed along the entire tract boundary. • Show materials, colors, and heights of rear, side and front walls /fences for proposed lots. • Show that front return walls shall be decorative masonry block walls. Front return wood fences shall not be permitted. • Show that side walls for corner lots shall be decorative masonry block walls. • Show that those materials provided along the front elevations (ie. brick, stone, etc.) will wrap around the side elevation and be flush with the front return walls. 31. The applicant shall submit plans to the electric utility company for a layout of the street lighting system. The cost of street lighting, installation as well as energy charges shall be the responsibility of the developer and /or the association. Said plans shall be approved by the City and shall be installed in accordance with the City Standards. 32. The applicant shall meet all requirements of the providing electric utility company. 33. The applicant shall meet all requirements of the providing gas utility company. 34. The applicant shall meet all requirements of the providing telephone utility company. 35. A security is required guaranteeing the removal of all trailers used during construction. 36. All signage shall be subject to Planning Division review and approval prior to installation. 37. Any alterations to the topography, ground surface, or any other site preparation activity will require appropriate grading permits. A Geologic Soils Report with associated recommendations will be required for grading permit approval, and all grading must meet the City's Grading Ordinance, subject to the approval of the City Engineer and the Planning Division. Analysis of impacts of fills and cuts greater than 60 feet shall be provided. Interim and permanent erosion control measures are required. The applicant shall bond 100% for material and labor for one year for erosion control landscaping at the time the site is rough graded. Page 22 of 85 CONDITIONS OF APPROVAL PAGE 5 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 38. The City's Noise Ordinance shall be met during all site preparation activity. Construction shall not commence before 7:00 AM and cease at 5:00 PM, Monday through Friday. Construction activity shall not take place on Saturday, Sunday, or any Legal Holidays. 39. The applicant shall place a weatherproof 3' x 3' sign at the entrance to the project site identifying the approved days and hours of construction activity (i.e., 7:00 A.M. — 5:00 P.M., Monday through Friday with no construction activity to occur on Saturdays, Sundays or legal holidays) and a statement that complaints regarding the operation can be lodged with the City of Lake Elsinore Code Enforcement Division (951) 674 -3124. The sign shall be installed prior to the issuance of a grading permit. 40. At least 30 days prior to any rough grading related ground disturbance activity, the City will contact the appropriate Native American Tribe (Tribe) to notify the Tribe of the initiation of rough grading on the Project site. It is anticipated that the Pechanga Tribe will be the "appropriate" Tribe due to prior and extensive coordination with the City and project applicant in determining potentially significant impacts and appropriate mitigation measures due to its demonstrated cultural affiliation with the project area. The Community Development Director (Director) or his Designee shall have the authority to designate the Tribe to select a Native American Tribal Monitor (Monitor) volunteer for the Project site. The designated Monitor will conduct the Monitor activities at a fee not to exceed $5,000 their sole costs. The Tribe and Archaeologist shall independently report via email or other writing any and all archaeological related artifact findings to the Director or his Designee during rough grading of the Project site. A copy of any findings may be provided to the Developer by the Director or his Designee provided appropriate non - disclosure agreements have been executed by the Developer. All monitoring shall be limited to the rough grading being undertaken during each rough grading phase. The Director shall meet with the Developer and Tribe prior to any rough grading activities to develop appropriate protocols for the Operations and Archaeological Monitor activities on each rough grading phase which shall comply will all terms of the Rough Grade Plan. The Protocols shall address the conduct of Archaeological and Tribal Monitoring and the disposition of any Archaeological Artifacts or human remains discovered on the Project Site in accordance with the appropriate laws. The Director or his Designee shall have the authority to modify, direct and re- direct the appropriate actions for any rough grading activity on the Project site in regards to any archaeological findings within the rough grading work areas after consulting with Monitor, Developer and Archaeologist. 41. Throughout construction, as deemed appropriate by the City and the applicant, fugitive dust suppression along Nichols Road and Lake Street to minimize fugitive dust generation shall be applied. Fugitive dust suppression techniques may include soil watering, application of soil binders, and /or placement of gravel or other appropriate material to minimize vehicle generated dust. 42. Open space lots shall be dedicated to the City in accordance with the requirements of the Brighton Specific Plan and as shown on VTTM 35001. Maintenance of these open space lots shall be in accordance with the maintenance schedule shown on VTTM 35001 — Sheet 4. Page 23 of 85 CONDITIONS OF APPROVAL PAGE 6 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 ENGINEERING DIVISION 43. In accordance with the City's Franchise Agreement for waste disposal & recycling, the developer shall be required to contract with CR &R Inc. for removal and disposal of all waste material, debris, vegetation and other rubbish generated during cleaning, demolition, clear and grubbing or all other phases of construction. 44. Developer shall mitigate to prevent any flooding and /or erosion downstream caused by development of the site and or diversion of drainage. 45. Any grading that affects "waters of the United States ", wetlands or jurisdictional streambeds, shall require approval and necessary permits from respective Federal and /or State agencies. 46. The developer shall provide a copy of an encroachment permit or any approval documents from the Riverside County Flood Control District for encroaching, grading, or discharging into County flood control facilities right of way. 47.All required soils, geology, hydrology and hydraulic, and seismic reports shall be prepared by a Registered Civil Engineer. 48. Each final map phase shall be subject to discretionary review and associated conditions of approval. 49. Prior to issuance of the first building permit, the developer shall create or annex the property into Lighting and Landscaping Maintenance District No. 1. Developer shall deposit appropriate, non - refundable funds with the City for the processing of the annexation. An alternative financing mechanism to fund the annual maintenance costs, including creation of a Mello -Roos Community Facilities District in lieu of annexing into the existing district will be considered by the City. FEES 50. To the extent required by law, the developer shall pay all Engineering Division assessed, Development Impact Fees and Plan Check and Permit fees (LEMC 16.34). Applicable Development Impact Fees include: Stephens Kangaroo Habitat Fee (K -Rat), Traffic Infrastructure Fee (TIF), and Area Drainage Fee, and Transportation Uniform Mitigation Fee (TUMF). 51. Development Impact Fees will be assessed at the effective rate at time of payment in full. STORM WATER MANAGEMENT / POLLUTION PREVENTION / NPDES Design: Page 24 of 85 CONDITIONS OF APPROVAL PAGE 7 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 52.A final WQMP shall be prepared, filed, and approved by the City Public Works Department prior to issuance of a rough grading permit for the development of the subdivision. The final WQMP will be prepared in accordance with the City of Lake Elsinore 2010 MS4 Permit (R8- 2010 -003) and the County of Riverside Drainage Area Management Plan (DAMP) dated July 2011 based on the Preliminary Water Quality Management Plan (PWQMP) prepared by KWC Engineers dated October 16, 2012. The 2010 SAR MS4 Permit requires implementation of LID Principles and LID Site Design, where feasible, to treat the pollutants of concern identified for the project, in the following manner (from highest to lowest priority): (Section XII.E.2, XII.E.3, and XII.E.7). 53. The project shall implement LID practices that treat the 85th percentile storm. 54. Hydromodification / Hydraulic Conditions of Concern — The project shall identify potential Hydraulic Conditions of Concern (HCOC) and implement measures to limit disturbance of natural water bodies and drainage systems; conserve natural areas; protect slopes, channels and minimize significant impacts from urban runoff. Construction: 55. A Storm Water Pollution Prevention Plan ( SWPPP) is required for this project 56. SWPPP - A copy of the current SWPPP shall be kept at the project site, updated as necessary and be available for review upon request. Projects that are not subject to coverage under the General Permit — Construction will prepare and implement an Erosion and Sediment Control Plan in compliance with the California Building Code and Local Ordinances. 57. Prior to grading or building permit the applicant shall demonstrate that compliance with the permit has been obtained by providing a copy of the Notice of Intent (NOI) submitted to the State Water Resources Control Board and a copy of the letter of notification of the issuance of a Waste Discharge Identification (WDID) Number or other proof of filing to the satisfaction of the City Engineer. 58. Erosion & Sediment Control - Prior to the issuance of any grading or building permit, the applicant shall submit for review and approval by the City Engineer, an Erosion and Sediment Control Plan as a separate sheet of the grading plan submittal to demonstrate compliance with the City's NPDES Program and state water quality regulations for grading and construction activities. The Erosion and Sediment Control Plan shall identify how all construction materials, wastes, grading or demolition debris, and stockpiles of soil, aggregates, soil amendments, etc. shall be property covered, stored and secured to prevent transport into local drainages or waters by wind, rain, tracking, or dispersion. The plan shall also describe how the project will ensure that all BMPs will be maintained during construction of any future right of ways. A copy of the plan shall be incorporated into the SWPPP as applicable, kept updated as needed to address changing circumstances of the project site, be kept at the project site and available for review upon request. Page 25 of 85 CONDITIONS OF APPROVAL PAGE 8 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 Post Construction: 59. A. preliminary WQMP shall be approved during the project entitlement stage. The level of detail in a preliminary Project - Specific WQMP will depend upon the level of detail known about the overall project design at the time project approval is sought. At a minimum, the preliminary Project- Specific WQMP shall identify the type, size, location, and final ownership of Stormwater BMPs adequate to serve new roadways and any common areas, and to also manage runoff from an expected reasonable estimate of the square footage of future roofs, driveways, and other impervious surfaces on each individual lot 60. The applicant shall use the Water Quality Management Plan for the Santa Ana Region of Riverside County guidance document and template for preparation of the final WQMP. 61. WQMP — The Water Quality Management Plan (WQMP) specifically identifying Best Management Practices (BMPs) that will be used onsite to control identified pollutants of concern. The applicant shall utilize the MS4 Permittee Drainage Area Management Plan (DAMP), Model WQMP, and LID Guidance Manual for reference, and the MS4 Permittee's WQMP template for submittal. This WQMP shall include the following: • Vector issues are addressed in the BMP design, operation and maintenance. • GIS coordinates for all LID and Treatment Control BMPs • HCOC - demonstrate that discharge flow rates, velocities, duration and volume for the post construction condition from a 2 year and 10 year 24 hour rainfall event will not cause significant adverse impacts on downstream erosion and receiving waters, or measures are implemented to mitigate significant adverse impacts to downstream public facilities and water bodies. Design goal to replicate pre - development hydrologic regime. 62. Operation and Maintenance (O &M) Plan that (1) describes the long -term operation and maintenance requirements for BMPs identified in the BMP Exhibit; (2) identifies the entity that will be responsible for long -term operation and maintenance of the referenced BMPs; and (3) describes the mechanism for funding the long -term operation and maintenance of the referenced BMPs. All storm drain inlet facilities shall be appropriately marked "Only Rain in the Storm Drain" using the City authorized marker to prevent illegal dumping in the drain system. 63. As required by the City Engineer, detention basin's shall be designed to include a 15 -foot wide access road extending from the entrance to the basin floor. Maintenance road lengths extending 500 -feet or more will require a turn - around at the bottom of the entrance ramp. TENTATIVE TRACT MAP 64. Provide a copy of the Preliminary Title Report. 65. Show on the Vesting Tentative Tract Map: • Note Tax Assessor's Parcel Numbers on Map • Provide Legend for identification of Utilities. Page 26 of 85 CONDITIONS OF APPROVAL PAGE 9 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 66. Provide written confirmation that RCFCD will maintain the existing proposed detention basin on Lot 1060 or remove maintenance statement from tentative map. 67. The location of LID BMPs to be used shall be based on the PWQMP dated 10/08/12 on file with City. FINAL TRACT MAP 68. The developer shall submit for plan check review and approval a final map. 69. The Final Tract Map or Parcel Map shall include the phasing boundaries consistent with the lots of the Tentative Tract. The phasing boundaries or lots shall be processed as separate tract maps. 70. Revisions to the phasing plan shown on VTTM shall be approved by the City Engineer prior to issuance of any permits. 71. Prior to City Council approval of the Tract Map, the developer shall, in accordance with Government Code, have constructed all improvements or noted on the title sheet of the map the improvements to be constructed or have improvement plans submitted and approved, agreements executed and securities posted. UTILITIES: 72. All arrangements for relocation of utility company facilities (power poles, vaults, etc.) out of the roadway shall be the responsibility of the property owner or his agent. All overhead utilities shall be undergrounded in accordance with Chapter 12.16 of the Lake Elsinore Municipal Code (LEMC) 73. Underground water rights shall be dedicated to the City pursuant to the provisions of Section 16.52.030 (LEMC), and consistent with the City's agreement with the Elsinore Valley Municipal Water District. 74. The developer shall apply for, obtain and submit to the City Engineering Division a letter from Southern California Edison (SCE) indicating that the construction activity will not interfere with existing SCE facilities (aka SCE NIL). 75. The developer shall comply with the "Will Serve" letter dated 07/31/12. Developer shall supply to the City Engineering Division a copy of the "Will Serve" letter from Elsinore Valley Municipal Water District stating that water and sewer arrangements have been made for this project. IMPROVEMENTS Page 27 of 85 CONDITIONS OF APPROVAL PAGE 10 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 Design 76. The development of each Planning Area or Phase shall be subject for specific review and conditions of approval. 77. Sight distance at all intersections shall comply with CALTRANS Standards. 78. The developer shall install permanent bench marks at the following locations, Lake & Nichols, Lake & Alberhill Ridge Road, and Alberhill Ridge Road & "B" Street per City of Lake Elsinore Standards and at locations to be determined by City Engineer. 79. The developer shall install blue dot markers in the roadway at a right angle to Fire Hydrant locations per Lake Elsinore Standards. 80. The developer shall coordinate with Riverside Transit Authority for location and installation of bus transit facilities. 81.10 -year storm runoff shall be contained within the curb and the 100 -year storm runoff shall be contained within the street right -of -way. When one of these criteria are exceeded, drainage facilities shall be provided. 82.All drainage facilities in this project shall be constructed to Riverside County Flood Control District Standards. 83. A drainage study shall be provided. The study shall identify the following: identify storm water runoff from and upstream of the site; show existing and proposed off -site and onsite drainage facilities; and include a capacity analysis verifying the adequacy of the facilities. The drainage system shall be designed to ensure that runoff from a 10 -yr storm of 6 hours or 24 hours duration under developed condition is equal or less than the runoff under existing conditions of the same storm frequency. Both 6 hour and 24hour storm duration shall be analyzed to determine the detention basin capacities necessary to accomplish the desired results. 84. All natural drainage traversing the site shall be conveyed through the site, or shall be collected and conveyed by a method approved by the City Engineer. All off -site drainage, if different from historic flow, shall be conveyed to a public facility, accepted by adjacent property owners by a letter of drainage acceptance, or conveyed to a drainage easement. 85. Developer shall maintain the existing detention basin (Lot 1060) until transfer of maintenance responsibility is accepted by RCFC &WCD. 86. Roof drains shall not be allowed to outlet directly through coring in the street curb. Roofs should drain to a landscaped area. 87. The site shall be planned and developed to keep surface water from entering buildings (California Green Building Standards Code 4.106.3). Page 28 of 85 CONDITIONS OF APPROVAL PAGE 11 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 88.All Public Works requirements shall be complied with as a condition of development as specified in the Lake Elsinore Municipal Code (LEMC) and Lake Elsinore Public Works Standard Plans. 89. The Developer and its successors in interest, shall cause a Traffic Study to be prepared and submitted to the City of Lake Elsinore Public Works Department prior to the issuance of the 201 Building Permit for the Alberhill Ridge project and every 100 Building Permits thereafter until completion of the project in order to evaluate the actual traffic impacts of the Alberhill Ridge development and determine consistency with the trigger to construct the Nexus Improvements as identified in the LLG Traffic Study Report dated, February 29 2012. Any identified traffic improvements in the periodic traffic studies shall be constructed within 100 Building Permits or 18 months of the acceptance of the Traffic Study by the City of Lake Elsinore whichever occurs first. 90. The Traffic Study shall consist of conducting AM and PM peak period traffic counts at the study intersections identified as being impacted during the phased horizon year analysis consistent with original traffic impact analysis (TIA), dated February 29, 2012, and performing AM and PM peak hour level of service (LOS) analyses, accordingly. The Traffic Study Report shall consist of a letter report complete with existing traffic volume figures, a LOS summary table, appendix material presenting the existing traffic counts and LOS calculations, and a summary of the Nexus and traffic improvements required. ._ 92. The developer shall construct full width street improvements and dedicate the right of way on Alberhill Ridge Road, "A" to "H ", "J" to "M ", "Q ", "R ", "U" to "Z" as shown on the map and /or per design guidelines in the Specific Plan. "B" Street shall be constructed and dedicated as a 90 ft right -of -way, with a 14 ft median, and two (2) 20 foot travel lanes as shown on the tentative map. Streets "A" and "C" shall be constructed and dedicated as a 54 foot right -of -way, 40 foot roadway consistent with the tentative map with flared (widened) roadway at the intersections as approved to the satisfaction of the City Engineer. 93. Street improvement plans shall be prepared by a Registered Civil Engineer and the plans shall include curb and gutter, sidewalk, ac pavement, street lighting, median, trail, and drainage improvements. 94. The developer shall provide signing and striping plans for the required improvements of this project. The plans shall also incorporate traffic calming measures on local streets. 95. If existing improvements are to be modified, the existing improvement plans on file shall be modified accordingly and approved by the City Engineer. Page 29 of 85 CONDITIONS OF APPROVAL PAGE 12 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 Perm itting /Construction 96. An Encroachment Permit shall be obtained prior to any work on City and /or State right -of -way. The developer shall submit the permit application, required fees and executed agreements, security and other required documentation prior to issuance. 97. All compaction reports, grade certifications, monument certifications (with tie notes delineated on 8' /z" x 11" Mylar) shall be submitted to the Engineering Division before final inspection of public works improvements will be scheduled and approved. 98. The developer shall be responsible for acquiring right -of -ways in which the developer or the City has no legal title or interest. If the developer is unsuccessful in acquiring such right -of- ways, the City could assist the developer in the Eminent Domain process at developer's cost. 99. All streets shall be constructed per Lake Elsinore City Standards and /or applicable specific plan. Any deviation from City standards shall be approved by the City Engineer. Acceptance of Improvements 100. A portion of the required improvements for this development may be covered under the Traffic Impact Fee (TIF) or Area Drainage Fee program. Request for reimbursement or credits shall be approved by the City Engineer and based on allowable costs in the fee program and availability of funds. 101. The developer shall submit a written request for acceptance to the City Engineer. 102. As -built plans shall be completed and signed by the City Engineer. GRADING Design: 103. A grading plan signed and stamped by a California Registered Civil Engineer shall be submitted for City review and approval for all addition and /or movement of soil (grading) on the site. The plan shall include separate sheets for erosion control, haul route and traffic control. The grading submittal shall include all supporting documentation and be prepared using City standard title block, standard drawings and design manual (available at www.lake- elsinore.org). 104. All grading plan contours shall extend to minimum of 50 feet beyond property lines to indicate existing drainage pattern. 105. The grading plan shall show that no structures, landscaping, or equipment are located near the project entrances that could reduce sight distance. Page 30 of 85 CONDITIONS OF APPROVAL PAGE 13 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 106. If the grading plan identifies alterations in the existing drainage patterns as they exit the site, a Hydrology and Hydraulic Report for review and approval by City Engineer shall be required prior to issuance of grading permits. All grading that modifies the existing flow patterns and /or topography shall be approved by the City Engineer. 107. A seismic study shall be performed on the site to identify any hidden earthquake faults, liquefaction and /or subsidence zones present on -site. A certified letter from a registered geologist or geotechnical engineer shall be submitted confirming the absence of this hazard. 108. The Developer shall submit a Phase 1 Environmental Assessment Report on the Project area prior to issuance of a demolition, clearing and grubbing or rough grading permit for review and approval by the City Engineer. 109. Cut and fill earthwork quantities shall balance on site. 110. The developer shall obtain all necessary off -site easements and /or permits for off -site grading and /or drainage acceptance from the adjacent property owners. Perm it/Construction: 111. Developer shall execute and submit grading and erosion control agreement, post grading security and pay permit fees as a condition of grading permit issuance. 112. A preconstruction meeting with the City Public Works Inspector (Engineering Division) is required prior to commencement of ANY grading activity. 113. Developer shall provide the city with a copy of the Notice of Intent (NOI) and Waste Discharge Identification (WDID) letter issued by the Regional Water Quality Control Board for the National Pollutant Discharge Elimination System (NPDES) program 114. Prior to commencement of grading operations, developer is to provide to the City with a map of all proposed haul routes to be used for movement of export material. All such routes shall be subject to the review and approval of the City Engineer. Haul route shall be submitted prior to issuance of a grading permit. Hauling in excess of 5,000 cy shall be approved by City Council. (LEMC 15.72.065) 115. Export sites located within the Lake Elsinore City limits must have an active grading permit. 116. Applicant to provide to the City a video record of the condition of all proposed public City haul roads. In the event of damage to such roads, applicant shall pay full cost of restoring public roads to the baseline condition. A bond may be required to ensure payment of damages to the public right -of -way, subject to the approval of the City Engineer. Page 31 of 85 CONDITIONS OF APPROVAL PAGE 14 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 117. All grading shall be done under the supervision of a geotechnical engineer. Slopes steeper than 2 to 1 shall be evaluated for stability and proper erosion control and approved by the City. 118. Submit an approved environmental clearance document to the Engineering Division. This approval shall identify and clear all proposed grading activity anticipated for this project. 119. Developer shall pay all grading permit applicable processing, permit, security and development fees , l Jin these fees ' Jent'F'v J 'n the development Agreement er VTTM No 35001 PRIOR TO ISSUANCE OF BUILDING PERMIT 120. Provide final soils, geology and seismic report, including recommendations for parameters for seismic design of buildings, and walls prior to building permit. 121. All required public right -of -way dedications and easements shall be prepared by the developer or his agent and shall be submitted to the Engineering Division for review and approval prior to issuance of building permit. 122. Prior to issuance of certificates of use and occupancy or building permits for individual tenant improvements or construction permits for a tank or pipeline, uses shall be identified and, for specified uses (where the proposed improvements will store, generate or handle hazardous materials in quantities that will require permitting and inspection once operational), the developer shall propose plans and measures for chemical management (including, but not limited to, storage, emergency response, employee training, spill contingencies and disposal) to the satisfaction of the County /City Building Official(s). 123. The applicable phased Final Map shall be recorded. 124. All street improvement plans, traffic signal plans, signing and striping plans shall be completed and approved by the City Engineer per the Traffic Impact Analysis. 125. To the extent required by law, the developer shall pay all Capital Improvement, TIF, TUMF and Master Drainage Fees and Plan Check fees (LEMC 16.34). PRIOR TO OCCUPANCY 126. Comply with the recommendations of the approved Traffic Study Report. 127. All signing and striping and traffic control devices for the required improvements of this development shall be installed. 128. All public improvements shall be completed in accordance with the approved plans or as condition of this development to the satisfaction of the City Engineer. Page 32 of 85 CONDITIONS OF APPROVAL PAGE 15 OF 15 VESTING TENTATIVE TRACT MAP NO. 35001 129. To the extent required by law, TUMF Fees shall be paid. The TUMF fees shall be the effective date at the time of payment in full accordance with the LEMC. 130. In the event of damage to City roads from hauling or other construction related activity, applicant shall pay full cost of restoring public roads to the baseline condition. All hauling activity shall comply with the City's Grading Ordinance. 131. All final studies and reports, grade certifications, monument certifications (with tie notes delineated on 8 '/2 x 11" mylar) shall be submitted in .tif format on a CD /DVD. Studies and reports include, Soils, Seismic, Hydrology, Hydraulics, Grading, SWPPP, WQMP, etc. 132. All plan sets and recorded maps shall be digitized and provided on CD /DVD as follows: • Final Map(s) - GIS Shape files* and .tif of recorded map. • Improvement Plans – GIS Shape files* and .tif of approved as built mylar. • Grading Plans - .tif of approved as built mylar. • GIS Shape files must be in projected Coordinate System: NAD 83 State Plane California Zone VI U.S. Fleet. 133. Documentation of responsibility for slope maintenance along right -of -ways and open spaces to be maintained by the City LLMD or CFD shall be applied for prior to occupancy /final. 134. To the extent required by law, Developer shall pay all outstanding applicable processing and development fees including but not all inclusive: TUMF, MSHCP, TIF, and area drainage prior to occupancy /final approval *.n— % ith the DeVe'^^^,°^t A gF ee m e n t d Page 33 of 85 EXIsrING CCiJ JTl6'Si PR" KI?A1P3M t.7ff lcnTtoti A AS'�x -'c A. ( ➢rology, Soil. dr Seismiri :y ApprosimWely M acres of be 1153 acre Alberhill Rauch Specific Plan site ha a been r reed for clay. resulting in deep cuts and several nlie'mion of the e:am rat �opoeraph Y Walker Canycn, containing Temescnl Creek, crosses Me sire in n oorthwes UN d 0, c. d on. on-s% cle"6"s range from l "W m law. The sm contains extcuive areas of 25% slope. A nun.ber of feel,., are present on-site, althougl; no conciusi vc evidence for "U.. faulting was found. Liquefnctims is likely wiehin the Inver drainn"e areas in the north.. portion of the s:[e. From a geotechnioai standpubt, be We will he suitable fen development. I'MO ! implementation will Me the existing nm.4 lend[nrnt. Remedial grading and rewn(o.ri.g wil! be nccesssry in the mined out areab of the site. Grading will An be needed to stabilize pot.mi.l lands(idt areas. There is the potential for seil settlement and liquefaction impacts during a seismic evert. Project grading is amt ipmed to balance on- me. The projea proposes remntiuu of the ssajority of Onz pri mory ridgelme wv It a Wrrls l ."ll the seater of the site. Alm. 169 acres am praptued for developmen! at a density o(0.2 d.u. /ac: e, minimizing grading impacts in the wutherly poAlon of lh- site. Another 133 acres art proposed for ri.igrmion az 'RCD ", Res ti idenal Constraim Designed, cbtstering unit, to minimize grading. Area, of uncertified fill will roquire either full or partial removal end reccntpaetiou. Within hni &hde area;, partial r<mocal ar.d /nr tnntrctsing will he required. Additional slope smbiliq .5"n shall be , efl.,n ,d. "I he yrC,,iwe nr ab.,en,c of sonpccmd I.as on -site AN! be confirmed by !renchiog_ wasmn of slopes shall he controlled. Additional study is needed to develop niligations for liq::e- (action prone snits. Project grading for the A.nerhill Randt Specific Plan wilf blend with the rnrWrA lopngraphy much se possible, :n clerlerlug development. .radog On tu:ISide3 arci by p,e erving $31 acres of natural open space_ H Page A of 85 L'<Y ls'I'1NG CONDIT 19N_£�, r NITII QIN S:S4.N nSEASL lk B. Hydrology Drainage to the site is tributary to the Santa Ana Ri „ er through Temeseal Creek, which ultimately ['lows into the Pacific ocean near Newport Reach. Temescal Creek it the main drainage c.mite na the site, collecting runoff from the Walker Canyon area. In addition, drainage flow.a from Rice Canyon into Walker Canyon nn -site, than flows west to the predo flood Control Basin. 'I he City of Lake Elsinor, Gcnamil Her, designates a ."'tall pinion of tlrc site .r Walker Canyon 'i'Inod plain and flood way` Project development will inc n•ase runoff on inrruusing flows in Walker Canyon Creek and .(bar downstream facilities. The Prepared abrm drain system would discharge flown into Walker Canyon Creek just west of 1-15. Duc to the magnitude of the flow at the discharge point, energy dirupatators are required m prevent erosion of tire shaam bed. Some rnprave mans (minimal }to Walker Canyon Creek ere anticipated nd,pnere to the p:eposed car tu,tt"ial area to prevent. channel erosion ad tu respond to poreatird flood harsxis ht this UT(m Runoff eweri,g da Creak 'ill contain auum amounts o r pollutants typical of urb:m u,e. All drainage !- chili.' shall conform to tine standards of the Ri versdn County Flood Controi and Water Cons.rvatior, District and the City of Lake Elsinore Coma,Ua ty Development Depannu:u. Erosion control device= and an energy diniparating device shall be provided in omit, to protect the exiting stream bed of Walket Cauyou Crack, ii neccs,xry. C, No,m A major noisy corridor eaim, alone Inlentatc 15, with noise levels directly adjncent m I-15 exceeding 70 CNEL. Secondary noise corridors include Riverside Drhe and Lakeshore Drive, wide noise levels exceeding 65 CNEL. Construction noise reprasewt a short term Impact na antbunn r ise levels. Traffic generated be :he Alborhill Ranr:h Specific plan will "'suit in substantially increased nits'. levels along rm-tke and off -site roadways. Of the off -site roadway links experiencing a noire increase greater than 3 dB, only two are adjacent to existing residential we: T -2 Construction hours will he limited to minimize noise fulpacts to existing residential developmem All oa -site reside.ntini lots and dwellings shall he sound attenuated no a, not to exceed an ezt.riot standard of 65 dB CNEL in outdoor living area., and an interior standard of 45dB CN0, in all habitable rooms. The project proponent shall parlieipata in any in -place City nFf-sil. highway noise mitigation program. Page 35 of 85 EXISTING C ONDI "P IONS: PR nJ RCj JM \7Pft,c A LION M EASURES D. Climate and Air Quality Tho rmiect sit, in luca« d in the .South Cuast Air Hasir. QuufitY htun age meal Atat,ict (SCAQMD). 'file Basin has been design'alcd a nonallaion,ent area for OiAnA. r.,b.)n ntonCxidA. nitrogen dioxide, sofa' suspended perliculaus and lead "fhe dofasl air monitoring slatin: In the site is in porn, Terra Coma Road between Nichol, end L.keshore; and Robb Road between Coal and Terra Colt.. Along Terra Co(,. Road, the 65 CNEL contour is projected to extend 2 feet past the right-of-way, Along Robb Rned, the 65 CNEL contour is projected to extend 99 feel past the right -of -way. On -site lots along Lake Street, Robb Road and Coal Road may expetience noise leve lx ovei 65 CNEL without ...iligaticn. TC a,.rn,v air quality impacts will resul'. front Project ronsn¢ lion. when the project k completed and occupied, the project area w'iL be vircetiy affected by: (I) vehicle emissions from pmjee: t r nfflc, (2) ind"ecdy in- (luenccd by poH ntarn ear itled by power generation plants which serve the project in Ilse South Co." Hwin. Projected lolai emissions will increase existing ,uhregiontul em- issions by 10.7 % -23.3% within Source Receptor 25. The balanced land uses proposed by the Alberhill Ranch Specific plan will allow residents to satisfy their mcreational,cammer 6.1 and educational needs within the project bound - ary,thereby. reducingresi- dunts' reliance on motor vehicles. Hicycle/Pedes- trian paths are provided between Imnl uses. Air quality impacts are consid- ered a significant adverse impact of the project. 'fb n.. n:ize dun gent_ ration SCQA!AD Rulc di; requiring watering tb n,y, grmdng operaGans shah be lathered te. T -3 Page 36 of 85 EXISI ING CONDITIONS PROfGCT f �1Pr?CL4. ffitfS�.G.r2T.f9L`l�'f - AS E. Wildlife and Vegetation Prvj"! implementation will require the removal of vege nation nn approximately 1,3110 acres of the site, which will destroy wildlife habitats as well. However, the Alberhill Ranch Specific flan rel,vas 531 acres of open space, pannanemly preserving sensitive riper;.. habitats along Temescal Creek, avoiding impacts to the least bells virou. Development in areas presently occupied by the SKR .will elim;mtc ea6 po Pulalions of the .apec:ics. The three sensitive plan! species known to exist oa the soutirwcs:em flank of Alberhill Moonmin will be remored by project davelopnnenl, resuhing in the Ios3 of senbbye resources pntenti.11y oe.curring here. These io;pam arc coaridered 'sign; fic:mt'. An erosion control plan shall be prepared far all development areas draining into 'Femesca! Creek. Any modificmion to the Creek will require permits front the D.Jormaen: of Fish and Game and the U.S_ Fish and Wildlife Service. Ra,agelwion of slopes shall utilize native species. As the SKR is on the Federal Endangered Species Us" project development rill require:: permit fro:. the U.S. Fish and Wildlife Service. An Assessment Study shall he ertaken regarding the potential eniste:me of the three aeraitive plant species believed to ra,i an the soethwestem flock of Alberhill Mountain_ N.uve coastal sage send vegctmion is found over the steapar hillsides on- site. Coastal sage scrub sunlwrte a moderate diven'ity of wildlife. Several bird species were observed foraging within the coastal sage scrub, including raptorial birds. Relatively large areas of introduced grassland are found on the more gentle Soutl,Ncing hillsides of the site, replacing native, communities following d rylaad farming. Nmive spud,, h.ve been replaced with advennitious'weedv spneien. Introduced grass- land sopports a lirni!ed diversity of wild!ila Th, sipariaa /freshw'ater marsh vegetation complex foram a scatinuous border along most of Temesca! Crack, .xrying in width from 30' to 100'. This habit., soppans abundant and diverse wildlife hahitau. These habinats serve as wildlife dispe rsior. corridors important to regio,.1 wild life populations. A Stephens' kangaroo nos trapping program deter mined that the SKR (an endangered spccma) occurs on -site. The endangered least bells vireo may also be present on-siie along Temescai Creek.There are three sensitive plant species believed to exist on the soothwamcrly flank of Alberhill Mo.w.fnon site (Aflitt n var unzii. Dysrfla'a mniticaulk and jW jM&onelia t`»Im -a Page 37 of 85 F. Land Use Ah but eight acres of the 1,853 acre Alberhill Ranch Specific Plan and all of the 822 acre Anncsati.o Aren are currently Iucated in art .... petaled Riverside County, within the Sphere of Influence of the City of Lake F,lainore. Clay mining Activities were conducted on the Specific Plan site for the past 100 yeah, timught thity wera recently discontinued. The 822 ncrc Annexation Aren ccsmposed of five physio.ully scpa.... aroaa to tho north, -cst aad south of the St Plan site. The are. i largely vacant, though souse residenees axis' in the Nichols Rand /lets Cora Road area. Jbe majority of the Specirie Plan site and come of the Annexation Are. is designated for 'Miner.! Resources on tm County of Riverside Open Space and Conservation Map. Portions of the site a Annexation Area are de- figoated `Areas Not Dr m,naied as Open Space end �Mountaivaus . Sur roan ding land use include clay raining activities m the west of the site, near Lnke Street interchange. To the north end east, where terr- ain is steeper, is primarily vacaat land with rural res- idential usea. Residential development has recently occurred i mmediataly so W h and west of the project site PROIFCT IH PACKS Plejett approval will result in the annexation of 2,66' acres into the City of lake Elsinore On -site land use within the Annexation Area will out be altered by Project approval, as no development is proposed. Proposed pra>.ning designations within the Nichols Road /Terra Couu Road portion or the Annexation Areo include 45 acres of R -1 zoning. allaying 270 Lu. and it act'es of R -S, .11.-me 36 du. The rest of the Armi,.wan Area is pro- posed for designmion na 'SPA', Specific Plan Area_ ];or the Alberhill Ranch Specific Plan site, Projecl appmcal will result in o - Specillc Plan' designation 0o the City Gmmral Plan and the constr action of 3,705 d.u. on 89u acres of the .site, S31 noses of open space, 254 acres of comnnncial use, 30 neres parks and 50 acres of school /park sites. A gross density of approximately 2 d.u. /acre a Heise ved by Iha proposed Speail'ic Plan, which is comp ... hie to the residential densities immediately adjacent to the site. In the extreme southern portion of the site, 169 acres arc designated 'Rural Residential* (2 which is compatible with the very low density residential uses existing off -site east of Terra Celia Road. I 141TIGA A 11te preparation of the Alberhill Ranch Specific Plan complies with the City of I,.ke Elsinore General Plan de'u nmion and it contains special land use and di,slga controls that are net available when land develops on a tract by tract basis. Adequate school facilities, parks and open space, circnlntion, etc. are provided, a. s arc design guidelines, itc pi:mrting criteria, etc. No udditienal mitig:iimt for impact.; to land use arc mcom ... codad. Page 38 of 85 EXISTING CONDITI \S PROf5CT1MPA MITIGAHQjN_ }]¢ ; tl.SVIIG`.: G- Population told Ilouaing The City of Lrke Elinor e had a 1988 population of 12,800. SCAG GMA-! Baseline Yroje<Iiuns cull for o 2010 population of 45,597 within 20,739 du. Central Riverside had a 195E population of 23 ",100, with a projetled population of 581,400 for the year 2010. Utilizing the factors established by the City of Lake Flsinorc for park dedication regniremenis, a population of 11,641 persons would be generated by the Alberhill Ranch Specific Plan.A population of I, 114 persons would be generated within the portions of the Annexation Area propsod for pre - zoning ns R -I and R -S. The resulting 12,955 populvii.n represents I(rM increase to 0.a 198E City population; however, SCAG GMA -1 Baseline Projections are not exceeded. The Alberhill Ranch Spaeific Pilot vk. p, tposad 254 acres of commercial use, creasing an estimated 3,097 jobs for project and area residents, enhmtcing the job /housing bo:anoc in the region No mltlgatiou mensures are recommended for the increased I.otuing and population g..e,.(cd h_ Ole projec+_ MitigaGor- measures relattve to the increased danand for service as a resuh of the annexation request are discussed in Section IV M., Public Facilities and Semi.. ^es. 11, Energy Rewmce. Sincc the termination of day mininp, acti 'mes oo- site, the project site consumes little or no energy. T'he Alberl+ill Ranch Specifie Plan will create a dellond fur 749,200 cubic feet of natural gas per day and 182,946 kwh of electricity per day. The 306 units which cold be accommodated within the R-I and R-S zoning of the annexation Area will consume 67,983 cubic feet of natural gas and 6,000 kwh of electricity. -r Th. Arch i t a C t U fa= Guidelines for tiro Alberhill Ranch Sper ifi: Plan requires that future development campy wish several ....totes rel,-ong lA energy consen Page 39 of 85 1. Aosrhelics The 1,853 -acre Alberhill Ranch site is travesaed by a major ridgeline located waa of and Parallel m I- li, so that the primary appearance o1 the site 6mn areas to the east is one of undeveloped hillsides and open space. Wkhm the interior of the site, the natural terrain has been axlenuvely altered by clay lining activities over the past 100 years, resulting in Iarge pits, access foad5, de- sifting ponds, etc. Significonl topogre.phic ream res in the southern T000rtion of the site also shield the interior of the sit, fmm view. The zae's appearance is also inflaersced by the riparian habitat found along Tcmescal Creek ou - slle . hnplcmentation of the Aibeshili Ranch Specific Plan will permanently after the nature and appearance of the site through grading and development. Approxi- mately 531 acres of the site will rarrain as open spaca, encompassing the significant ridgeline located west of and parallel to I- 15, as well as the riparian vegetation associated with Temescal Creek. No grading is proposed within this ."a; l crefureappearam:es of the site from podia, of 1 will net ba i nt paaad by project de, ve }opmcnt. Projert apptoval will significantly improve the appear - once of the mined area onsi m. In addition, the Sperific Plan contains Oevelolnnxnt Standards and Design Guidelines which regulate future devalopnotw within the project. J. Historic and Prehiswric lke,umces One previously recorded arehaeologica( site is Present rot -site and two new silos were located during survey activities. One new site sopporlad a short -term .,e such as aonc tool manufacture. Site two appears to be a melt oriented flaking station. One hisloricai site is located on - site, consisting of remnant mining activities of Pacific Sewer Pipe, possibly dated 1890. Five previously - recorded paleontological sites were identified and two new localities wee found. Project grading could result in the destruction of known and anknown on- .sitx archaeoingica! and paleontological resources, without proper mitigation, All known .cites will fm directly impacted by devolcp o.w. The mining historical site will be removed as a result of project development; however, its recordation is adequate mitigation. 3 -7 I he Specific. Plan propose, land as,,, standards and design guidelines whi h mitigate visual impacts of project de relopment. No additional mitigation Ill e a s u r e s a r e recommended, For arc haee; ogi c n: resources, data ccdact ;i for site msc shall he performed .nd datn culleCtion /lasting P :ogr-.ut: shall he performed for site two. An orchaeoiogi_t shall be contacted d any cultural rewurces found during grading_ Samples shall be collected from known sites prior to Project grading. Grading in the sediments of the Silvemdo, Penh. and Older Alluvium shall be nsonimred fuff time to permit the collection of spxcimans- Page 40 of 85 EXISTING CO NDITIONS PROJECT IMPACT I O ICIATION h EASIiR[A Poxeils of Several species ..rare recovered within Ilse Sih -¢Soda Pormx.inn, whid: hru n high pelcomoingir nvnsi ti vi r.'. K. Mineral Resources Clay 1'. been mina! oa- site for the past 100 years, though Pacific Clay Product' recently terminated mining on-sile ,.cans¢ it become econnmically infeasible. Clay minim has severely attered tiro nut oral to p 0 ral'i 1%y on approximmeiy -00 ar«s of ;he site. Portions of the clay deposits on -sire have been classified by the State Div'. n of Mines and Geology in MRZ -2, Significant Mioera] Deposits. In uusparee to State MRZ roniug, the County of Riverside. General Plan designates the site for 'S4tneral Rcrources we. Project devulepmenl wit. pmdude future use of the site to, Clay extraction; t:owe ver, this use has been found to be economically infeasible. 'rhe Specific Plan proposal would ¢li nsinme the Slate MRZ mac from the. site. The mined area of the site will require redanmlion in order IO uccommodate the project. An amendment n) previously - approved Reclamation Plan for the mined area must be revie wed and approved bq the City end /or the State Miniag Board, . L. Circulation Roed.vnys that will be utilized by the project include I - 15, Lake St., Robb Rd., Nichols Rd., Coal Rd., Terra Cotta Rd., Collier Ave., Lakeshore Dr., Lincoln St. and Riverside Dr. All imerseatione in the vicinity of the site operate s1 a Level of Service C or better for existing p.m. peak hourcnndkum, except for the intersection of Machado St. al Lakeshore Dr., which needs Signalize ion. The Alberhill Ranch Specific Plan Proposes au ml circulation syslern which implements the Riverside county and City of Lake Elsinore Circulation Elemenu. Bike nails, pedestrian walkways and an equestrian /hiking trail are also proposed. The project will generate 80,070 external trips and 576,500 miles of travel per day. All intersections but Otte in the project aren are projected to operate at Improve Lakc St. bet, -asn Coal Rd. and F15 to an Arterial; improve Coal Rd. between Lake St. and Terra Cotta Rd. to a Major, improve Nichols Rd. between Coal Rd, and the project boundary east oi 1-15 to a Major impruvo Robb Rd. to srr Arterial betwemt Cual Rd. and Lakeshore Dr; and improve Terra Calla Rd, to a Modified Secondary between Nichols Rd. and Lakeshore Dr. Intersection I -8 Page 41 of 85 EXISTING C� PROJECT IMPACTS MITIGATION MEASURr_ M. public Futilities and S"'ne.. Level of Service (LOS) C or better in the p.m. peak Lour, wish Proposed mproverneats, For futu,e Iraffic-conditions with area wide growth and surrounding development plus the project, All intersections but one in the vicinity of the site will operate at LOS C or better. 'fo achieve LOS C at ell into»edions, Lake St should he upgraded to an urban Arterial between 1-I5 and Coal Roed. 'fbcro arc prxsemly an fire. ,I.ti.na wi thint he Lq.i,.J response lime for the propavad Citr_Rory fi I, ban development, though the City of Lake Lkino. -e may be acquiring a sire on Lincoln St, north of \lachado v.'iuh would be capable of providing an accepmble ie.vel of service, Preje't i tnplernenlaQon will '",Ih in the nest for 22 addiiionai deputies in order to .chicle the desired office( /resident ratiu. The Albe:'hill Ralleb project ".Ill generate an estimated 2,224 students and propneu two ]$-Acre elementary sc hcwl and one 20-scre junior high school sites. The Alberhiil Ranch Specific Plan and list 306 units which could be accomnsodalcd within the R-1 and R-S portions of the Annexation Area would result in a 2.973 Avrraga day and 5.776 MGDmn.i- mum day dmnend for water - geumctricr, recomrnended by the Traffic Slud} should be implernente,i. For existing plus project traffic conditions, uaffic signals are warranled Al 10 into rsectioas. 'fha nrojact will he rrquired to swisty Cit' and County Fire Depw:- mew standards for fi;c stations. A Melln-Rnca District may be formed :u pay for certain project expenses.'fh• project' be subject m xchx , l impact fees imposed by A6 2926. Ai! condlliane pam,iining tG water and waste Kate: raquutln"Qn a5 speclfl C<I by the Elsinore Walley hfunicip.d water Dist. shall be foI ?owed. In order to conserve water, ihr project shall comply with Title 20 of the Calif. Admin. Code. Park Lnds shall be provided in accordance With City of Luke Elsinore Ordinance 85 .34. Building energy rnaservnlion shall be achieved by compliance with Title 24 of the Calif. ArbumXode.The Specific Plan includes guidelines for provision of trash collection station. The project are. is provided services by tilt following ngrncies: Fire Protection - California Dept. of Forestry and Riverside County Fire Dept.; Police protection - Rivcrsidc County Sheriff Dept; Schoo!s - Lake Elsinore and Elsinore Union High School District,; Parka rnd Reaeation� Lake Elsinore Rec rcauonal and Park District; Liectricity - Suuthem California Ediwn; NaWra! Gas - Southern California Gas Co.; 'I'eicphone Genera' Telephone; Solid Wsare County Dept. of West, A ... g,mcns. Page 42 of 85 F:X ISTIN . — QNDITIONS PRC'R) C J IMPAC, r MITIGATION MEASURE .\ warm dill ribucion system n pmposed to serve the project urea. Portions of the site would have to be served by the I8W.5 pressure zone system, which has uo facilities nt this tinte and will require e regional pump slat ion, lines and smrage reservoirs. Total average daily flows of 1.3893 MGD of sewnge are anticipated. To provide sewnge facilities, tire master planned treatment plant westerly of Tcmescai Rood most be constructed. although an interim plan is available for a portion of the project, utdo,mp, the existing Cheney Street facility. The prol", will create a demand for 58. 73 acres of rec,e.tinn facilities, per City Resoi Wtiou 85 - 34. The Alberhi!l Ranch Specific Plan proposes a total of 80 acres oi'sc hoots and parks ncludib, a 30 -acre Community Park. The project proposes a 14' aqucatrian /hiking trail from Nichol, Rood north through the open space, providing a connection to Lake Street for future aft - sire recreational uses as part of the County Park Depart - mcni s proposed trail system. The Project wilt create a demand for 182,946 kwh of electricity par day and 1,140,581 c.f. of natural gas per month. The project will generate 46 tons of solid waste per day, shortening the lira of the Double Butte and Ei Sobrarre Disposal sites. - -I i) Page 43 of 85 CITY OF LADE LSINORE R'-­ - - J ( DjuAM EXTREMEn l w REPORT TO PLANNING COMMISSION TO: HONORABLE CHAIRMAN AND MEMBERS OF THE PLANNING COMMISSION FROM: WARREN MORELION, AICP ACTING COMMUNITY DEVELOPMENT DIRECTOR DATE: OCTOBER 16, 2012 SUBJECT: VESTING TENTATIVE TRACT MAP (VTTM) NO. 35001 -A REQUEST TO SUBDIVIDE APPROXIMATELY 400 ACRES OF LAND INTO 1,065 TOTAL LOTS (1,056 SINGLE - FAMILY RESIDENTIAL, 1 HIGH DENSITY RESIDENTIAL, 2 SUBURBAN VILLAGE COMMERCIAL, 2 COMMERCIAL /PUBLIC SAFETY, 2 PUBLIC PARK, 1 EVMWD TANK SITE, AND 1 DETENTION BASIN). THE TRACT MAP IS GENERALLY LOCATED ON THE EAST SIDE OF LAKE STREET, NEAR THE NORTHEAST CORNER OF NICHOLS ROAD AND LAKE STREET. ENVIRONMENTAL CLEARANCE IS PROVIDED BY ADDENDUM NO. IV TO THE 1989 FINAL ALBERHILL RANCH SPECIFIC PLAN ENVIRONMENTAL IMPACT REPORT. AMENDED AND RESTATED DEVELOPMENT AGREEMENT - THE APPLICANT IS REQUESTING APPROVAL OF AN AMENDMENT AND RESTATEMENT TO A 1990 DEVELOPMENT AGREEMENT, PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTIONS 65864- 65869.5, IN CONNECTION WITH THE VESTING OF CITY REGULATIONS GOVERNING DEVELOPMENT OF APPROXIMATELY 400 ACRES OF LAND LOCATED WITHIN PROPOSED VTTM 35001. GENERALLY LOCATED ON THE EAST SIDE OF LAKE STREET, NEAR THE NORTHEAST CORNER OF NICHOLS ROAD AND LAKE STREET. ENVIRONMENTAL CLEARANCE IS PROVIDED BY ADDENDUM NO. IV TO THE 1989 FINAL ALBERHILL RANCH SPECIFIC PLAN ENVIRONMENTAL IMPACT REPORT. APPLICANT /: TOM TOMLINSON, CASTLE & COOKE, LAKE ELSINORE, WEST, OWNER INC., 6455 ALBERHILL RANCH ROAD, STREET, LAKE ELSINORE CA 92530 Page 44 of 85 TTM No. 35001 October 16, 2012 Page 2 of 7 BACKGROUND In 1991, the Alberhill Ranch Specific Plan (ARSP) was amended by Brighton Homes of Orange County to separate a 998 -acre area from the ARSP and create an entirely different Specific Plan out of the original 1,853 acre ARSP area. The amendment became known as the Alberhill Ranch Specific Plan Amendment #1 (Brighton ARSP #1). It was the intent of the City in approving Brighton ARSP #1 to add dwelling units and permit development of a maximum of 2,735 residential units, the first 18 -hole championship golf course inside the City, and 89 acres of commercial shopping, office and higher density residential opportunities, including affordable housing. The Brighton ARSP #1 City entitlements included a Development Agreement (DA) approved on July 11, 1990 and DA Amendment #1 approved on September 10, 1991 (collectively, the Original DA) that vested development rights for the duration of the DA. In addition, the Brighton ARSP #1 provided for smaller public parks, compared to the original ARSP, as an open space /park tradeoff for the adjoining 34 acre, now 22.4 acre, Murdock Alberhill Ranch Community Park at the corner of Lake Street and Nichols Road. PROJECT REQUEST /DESCRIPTION The project applicant and landowner, Castle and Cooke, Lake Elsinore West, Inc., proposes Vested Tentative Tract Map No. 35001 (VTTM No. 35001), located within a portion of the Brighton ARSP #1 for future mixed land use. VTTM No. 35001 encompasses approximately 400 -acres within a portion of the overall 998 acre Brighton ARSP #1 area for future construction of two public parks totaling 10 acres (6.9 acres and 3.1 acres), a 38.8 acre linear park, and up to 1,401 dwelling units and 1,358,000 square feet of commercial and office space. VTTM No. 35001 overlays approximately 400 acres within the current land use designations in the Brighton ARSP #1. No Specific Plan land use changes are proposed with the VTTM No. 35001. The remaining approximate 600 acres of the Brighton Specific Plan area was sold by the former property owner, Tri- Valley I, to the County of Riverside in 2004 for conservation purposes (the 'Tri - Valley Transaction ") consistent with the Multiple Species Habitat Conservation Plan. With the purchase of the 600 acres by the County, approximately 1,334 dwelling units and 1,364,500 square feet of commercial land uses were "removed" from the ARSP, and consequently reduced the environmental impacts previously described within the Alberhill Ranch Specific Plan Environmental Impact Report (EIR). The project applicant also requests approval of an Amended and Restated Development Agreement clarifying the rights and obligations of the Developer and the City as to the approximate 400 acres of remaining developable property. In light of the modifications and intervening delays caused by the County acquisition of 600 acres, the adoption of the Multiple Species Habitat Conservation Plan (MSHCP) and other factors detailed in the proposed Amended and Restated Development Agreement, the duration of the Development Agreement is extended to 2024. Page 45 of 85 TTM No. 35001 October 16, 2012 Page 3 of 7 PROJECT LOCATION The approximate 400 acre VTTM No. 35001 site, within the Brighton ARSP #1 area is bounded by Nichols Road and Lake Street, including a common collector Road (Alberhill Ranch and Ridge Road) with the adjacent Murdock Alberhill Ranch Specific Plan area. The project site is accessible from both Lake Street and Nichols Road. ENVIRONMENTAL SETTING The project site is bound by undeveloped /vacant land to the north and on the east, by undeveloped single family homes within the Alberhill Ranch to the southeast; and on the west by the Pacific Clay properties and future Alberhill Villages Specific Plan area. Amended and Restated Development Agreement The VTTM No. 35001 area is a portion of the larger 998 acre Brighton ARSP #1 area subject to the Original DA. In light of the sale of approximately 600 acres to the County of Riverside for future conservation, the land plan now depicts a reduced development area of approximately 400 acres, referred to as the Alberhill Ridge Project, VTTM No. 35001, for future mixed use development. The land plan eliminates the proposed golf course which was designated for development primarily within the 600 acre conservation area acquired by the County of Riverside. The Original DA was prepared in the early 1990's and vested the land uses within the 998 acres as established by the Brighton ARSP #1. The Amended and Restated Development Agreement acknowledges the extension of the vested rights conferred by the Development Page 46 of 85 EXISTING. LAND ZONING GENERAL PLAN USE Project Vacant Specific Plan Specific Plan Site _ North _ Vacant Future _ Specific Plan _ Specific Plan Conservation South Alberhill Ranch Specific Plan Specific Plan East Vacant Future Specific Plan Specific Plan Conservation and Murdock Alberhill Ranch Specific Plan West Mining M -3 Future Residential Mixed Land Use Amended and Restated Development Agreement The VTTM No. 35001 area is a portion of the larger 998 acre Brighton ARSP #1 area subject to the Original DA. In light of the sale of approximately 600 acres to the County of Riverside for future conservation, the land plan now depicts a reduced development area of approximately 400 acres, referred to as the Alberhill Ridge Project, VTTM No. 35001, for future mixed use development. The land plan eliminates the proposed golf course which was designated for development primarily within the 600 acre conservation area acquired by the County of Riverside. The Original DA was prepared in the early 1990's and vested the land uses within the 998 acres as established by the Brighton ARSP #1. The Amended and Restated Development Agreement acknowledges the extension of the vested rights conferred by the Development Page 46 of 85 TTM No. 35001 October 16, 2012 Page 4 of 7 Agreement as to the approximate 400 acres of developer property covered by VTTM No. 35001 with approximately 1,401 DU's including 1,056 Single Family DU's and 345 Multi- family DU's along with 44.4 acres of Suburban Village. A lot line adjustment is contemplated in the future with will adjust the precise boundaries of the developer property and will likely require a VTTM Amendment. The following are the key elements of the Amended and Restated Development Agreement: 1. The Riverside County 600 acres permanent open space now accounts for the passive open space described in the original DA and the golf course open space. In the Original DA, the golf course was deemed to satisfy any deficiencies in the City required park and recreation uses or Quimby in -lieu fees. The Amended and Restated DA and the Alberhill Ridge land use plan now provides for a 10.5 acre credit against the 22.4 acre Alberhill Ranch Community Park per the Original DA agreement and Brighton ARSP #1, and a combination of 48.8 acres of additional active and linear parks and connecting trails. This park acreage satisfies the City's park requirements. The Original DA required a 15 acre park /school site. The Amended and Restated DA provides for a 6.9 acre public park site adjacent to a 14.63 acre public school site for a new total of 21.5 acres, school /park site. A new 3.1 acre public park is located on a ridge top area next to the proposed water tank facility. 4. Developer will continue to design and construct improvements to the circulation system including roadway widening to Lake Street and Nichols Road and Coal Road along the Alberhill Ridge project frontage in accordance with the City's Circulation Element and the project's Traffic Impact Analysis prepared by Lindscott, Law and Greenspan dated February 29, 2012. Developer will construct Nichols Road for approximately 3000 Lineal Feet and construct the street section adjacent to the County owned property. 6. The duration of the Original DA was for 15 years. The Amended and Restated DA recognizes the tolling of the DA as a matter of law and provides for an additional 12 years from the date of the Amended and Restated DA approval by the City Council. Section 9.5 Fees generally provides that the Developer will pay (i) all land use application and permit processing fees in effect at the time applications are submitted and (ii) all existing and future citywide development impact fees in effect and at the time building permits are issued in addition to a $3000 per DU "Development Agreement Fee ". The project will pay MSHCP Fees in accordance with the Tri- Valley Transaction and will be exempt from TUMF fees pursuant to the Original DA. 8. The Amended and Restated DA adds a provision that protects the subdivision map submission of the Preliminary Water Quality Management Plan (WQMP) from Page 47 of 85 TTM No. 35001 October 16, 2012 Page 5 of 7 subsequent changes in the WQMP that would add additional costs, or modify the adopted subdivision land use plan. Vesting Tentative Tract Map No. 35001 VTTM No. 35001 proposes 1,056 single family residential lots, 1 High Density Residential lot, 2 Suburban Village Commercial lots, 2 Commercial /Public Safety lots, 2 Public Park lots, 1 EVMWD Tank Site, and 1 Detention Basin. The proposed single family detached residential lots range in minimum lot size from 4,200 square feet to 5,000 square feet. Staff has determined that the Vesting Tentative Tract Map complies the Single - Family I (SF 1) and Single - Family II (SF -II) areas of the Brighton Alberhill Ranch Specific Plan, and Section 16 "Subdivisions" of the Lake Elsinore Municipal Code, Section(s) 66424 and 66427 of the California Subdivision Map Act. The proposed subdivision is located within and regulated by the Brighton ARSP #1. The uses proposed within the Vesting Tentative Tract Map, including attached and detached single- and multi - family residential development, commercial and office development and open space areas, are consistent with the Brighton ARSP #1. The proposed Vesting Tentative Tract Map does not conflict with the intended land uses and their respective locations, nor does the map conflict with the standards, objectives, and guidelines contained in the Brighton ARSP #1. The applicant is considering subdivision of the project site into single family and high density residential lots, as well as commercial and park lots and tank and detention basin sites. Architectural and /or building plans forfuture commercial, single family and multifamily areas, plotting plans, preliminary wall and fence plans, etc, are not proposed at this time. These issues will be addressed when the applicant submits for Design Review approval in the future. rAIaFAI W&AW City Planning and Engineering staff have reviewed the proposed Vesting Tentative Tract Map and have no concerns, as conditioned. The proposed Vesting Tentative Tract Map is consistent with development standards contained in the Brighton ARSP #1 document in terms of lot size, street widths, and other Planning and Engineering standards and requirements. The proposed project is consistent with the single family and multi - family zoning designations. The Vesting Tentative Tract Map is consistent with Sections 66424 and 66427 of the California Subdivision Map Act, and Section 16 "Subdivisions" of the Lake Elsinore Municipal Code. Staff has reviewed the proposed Amended and Restated Development Agreement and has no concerns. ENVIRONMENTAL DETERMINATION The Addendum EIR is prepared in accordance with Section 15164 of the State CEQA Guidelines and sufficiently evaluates impacts resulting with the proposedlValTh of 85 TTM No. 35001 October 16, 2012 Page 6 of 7 The results of the EIR Addendum No. IV analysis note no significant environmental changes as a result of adopting the VTTM No. 35001 project. This conclusion is based on two primary factors. First, the proposed VTTM No. 35001 proposes no changes to the adopted Specific Plan land uses that were analyzed and mitigated through the ARSP EIR and Brighton EIR Addendum. Second, the County acquisition of the remaining approximate 600 acres of the Brighton ARSP #1 area for conservation has reduced the total dwelling units and commercial square footage for the entire Brighton ARSP #1area. This 60% reduction in Brighton ARSP #1 land use area resulting from the County approximate 600 -acre acquisition for conservation has lessened the intensity of potential human urban impacts from the planning area in all topical CEQA analysis areas. Since the environmental impacts have not been increased, but lessened, with the proposed VTTM No. 35001, the CEQA Addendum is the appropriate document. The CEQA Addendum analysis describes the entire ARSP area, the historical entitlement activity within this ARSP Specific Plan area, and topical analysis of CEQA impacts proposed with the proposed VTTM No. 35001. Staff has no issues or concerns regarding the Addendum EIR which finds that there are no greater impacts resulting from the Vesting Tentative Tract Map approval than the proposed project evaluated through the Alberhill Ranch EIR and the Brighton Alberhill Ranch EIR Addendum, RECOMMENDATION Staff recommends that the Planning Commission take the following actions: 1. Adopt Resolution No. 2012 -_, recommending that the City Council of the City of Lake Elsinore, California, make Findings that the Project identified as Vesting Tentative Tract Map No. 35001 is in compliance with the Multiple Species Habitat Conservation Plan (MSHCP). 2. Adopt Resolution No. 2012 -_, recommending to the City Council of the City of Lake Elsinore, California, adoption of findings to certify Addendum No. IV to the Alberhill Ranch Specific Plan Final Environmental Impact Report (State Clearinghouse No. 88090517). 3. Adopt Resolution No. 2012 -, recommending to the City Council of the City of Lake Elsinore, California, approval of Vesting Tentative Tract Map No. 35001, based on the attached findings, exhibits and conditions of approval. 4. Adopt Resolution No. 2102- , recommending to the City Council of the City of Lake Elsinore, California, adopting findings that recommend adoption of the Amended and Restated Development Agreement between the City of Lake Elsinore and Castle & Cooke, Lake Elsinore West, Inc., as successor in interest to Brighton Alberhill Associates, for Alberhill Ranch Development. Page 49 of 85 TTM No. 35001 October 16, 2012 Page 7 of 7 Prepared By: Kirt A. Coury, Project Planner Approved By: Warren Morelion, AICP Acting Community Development Director ATTACHMENTS 1. Vicinity Map 2. Resolution No. 2012 - recommending approval of the MSHCP Findings 3. Resolution No. 2012 -_ recommending approval of the CEQA Addendum # IV 4. Resolution No. 2012-_ recommending approval of Vesting Tentative Tract Map 35001 5. Resolution No. 2012 - _recommending approval of the Development Agreement Amendment #2 Ordinance. 6. VTTM 35001 Conditions of Approval with CEQA Mitigation Monitoring Program 7. Amended and Restated Development Agreement 8. Tentative Tract Map 35001 (Reduction & Full Size) 9. Addendum No. IV to the Final EIR for the Brighton Specific Plan Page 50 of 85 Recording Requested By and When Recorded Return to: City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 Attention: City Clerk Fee Exempt — Gov't Code §27383 (S,pace above for Recorder's Use) AMENDED AND , INC., )R ±400.3 ACRES rIOPMENT, ET AL. Amended and Restated Brighton Alberhill DA 101712 Page 51 of 85 TABLE OF CONTENTS 1 . DEFINITIONS ........................................................................................................ ..............................4 2. EXHIBITS .............................................................................................................. ..............................6 3 . MUTUAL BENEFITS ............................................................................................ ..............................7 3.1 Benefits to City ............................................................................................... ..............................7 3.2 Benefits to Developer ...................................................................................... ..............................7 3.3 Project Amenities and Consideration .............................................................. ..............................7 4. RESTATEMENT ......................................................................::s;..................... ..............................8 ;.,.• 5. COMPLIANCE WITH LAWS AND GOVERNMENTAL REQUIREMENTS ... ..............................8 5 .1 Compliance with Governmental Requirements....,,,,...; > < ?, ........................ •••••••..................••••• 5.2 Project as a Private Undertaking . ........................... .................. ..................... ..............................9 6. DURATION OF AGREEMENT ........... .................. i.::......................, i:.. ............................................. 9 7. DEVELOPMENT OF ALBERHILL RIDGE PROJECT ON DEVELOPE'PROPERTY.... .............9 7.1 Permitted Uses .................................... ..........'..................................... z. .... ..........................9 7.2 Required Development Features.......... ..:...... ............................... .......................9 7.3 Subsequent Development Approvals... .. ... ......... :.........................11 8. PHASING AND TIMING OF DEVELOPMENT ELOPMENT ` .... ................... >:.....................11 8.1 Timing of Development...... ............... ............................. .............................11 8.2 Annual Progress Report . ......... .....,;,.... i.,. a, . ...,..;,....... . ...................... ......... . .............. 12 9. PERIODIC REVIEW. » 12 10. VESTING OF RULE&REGULATIONS AND OFFICIAL, POLICIES ............. .............................13 10.1 Existing Land Regulations .......J. ......:: ......................... ...............13 10.2 Subsequent Aeti6ns and A0,ptovals...... ..... ................ .............................13 10 .3 Processing ...... ....... ............................................... .............................14 10.4 Initiatives and Moratoria..,,.,:, : ..................... L;:.............................................. .............................14 10.5 OtherCioV.ernmentai 1'eranits .......................................... .............................15 . aI Laws :.r .................................. .............................15 10.6 Subse' uent Cii.,, es m State or Fedet 9 aE?$ 10.7 Life of Subdivis9n Maps =; d :............................................. .............................15 10.8 fees, Conditions and bedications ................................................................... .............................15 10.9 Finadeing of Public Facilities and/or, Services ............................................... .............................16 10.10 Construction of Facilities and Provision of Public Services ...................... .............................17 10.11 Part otpul }on in LLMI�;j�io. I, CFD No. 2006 -5 and CFD No. 2007- 1 ..... .............................17 r$efrient Agreements ...................................................................... .............................18 10.12 Rembu i 11. AMENDMENTS, QPERATINfr MEMORANDA ............................................... .............................18 11.1 Amendments ... ................................................................................ .............................18 11 .2 Operating Memoranda ................................................................................... .............................18 12. RELEASE, INDEMNIFICATION, COOPERATION AND COVENANT OF FURTHER ASSURANCES ...................................................................................................... .............................19 12 .1 Release Prior Claims ...................................................................................... .............................19 12 .2 Indemnification .............................................................................................. .............................19 12.3 Further Assurances ......................................................................................... .............................20 12.4 Covenant of Good Faith and Fair Dealing ..................................................... .............................20 13. PERMITTED DELAYS AND EXTENSION OF TIME OF PERFORMANCE..... .......................... 20 14. ESTOPPEL CERTIFICATES ................................................................................ .............................21 15. DEFAULT ............................................................................................................. .............................21 Amended and Restated Brighton Alberhill DA 101712 i Page 52 of 85 15.1 Events of Default ............................................................................................ .............................21 15.2 Remedies; Institution of Legal Action ........................................................... .............................21 15.3 No Waiver ...................................................................................................... .............................22 15.4 Effect of Termination ..................................................................................... .............................22 16. APPLICABLE LAW ............................................................................................. .............................22 17 NOTICES ............................................................................................................... .............................22 18. COVENANTS RUNNING WITH THE LAND .................................................... .............................23 19 RESERVED ........................................................................................................... .............................24 20. CONSISTENCY FINDING ................................................................................... .............................24 21. TERMS OF CONSTRUCTION ............................................................................ .............................24 21.1 Severabil ity .................................................................................................... .............................24 21.2 Entire Agreement ........................................................................................... .............................24 21.3 Counterparts ................................................................................................... .............................24 21.4 Time ............................................................................................................... .............................24 22 EXECUTION ......................................................................................................... .............................24 22.1 Authority to Execute ...................................................................................... .............................24 22.2 Consent of Other Parties ................................................................................ .............................25 23. ASSIGNMENT AND NOTICE ............................................................................. .............................25 24. ENCUMBRANCES AND RELEASES ON REAL PROPERTY ......................... .............................25 24.1 Discretion to Encumber .................................................................................. .............................25 24.2 Entitlement to Written Notice of Default ....................................................... .............................25 24.3 Property Subject to Pro Rata Claims .............................................................. .............................26 24.4 Releases .......................................................................................................... .............................26 25 HOLD HARMLESS .............................................................................................. .............................26 26 RECORDATION ................................................................................................... .............................26 Amended and Restated Brighton Alberhill DA 101712 ii Page 53 of 85 AMENDED AND RESTATED DEVELOPMENT AGREEMENT (Brighton Alberhill Ranch) This Amended and Restated Development Agreement ( "Agreement') is entered into as of 2012 between the City of Lake Elsinore, a California municipal corporation ( "City ") and Castle & Cooke Lake Elsinore West, Inc., a California corporation, successor -in- interest to Brighton Alberhill Associates for Alberhill Ranch Development ( "Developer "). City and Developer are sometimes singularly referred to herein as a "Party" and are collectively referred to herein as the "Parties." RECITAL A. On July 11, 1990, pursuant to City Ordha3ce No. 890, the City approved and adopted that certain "DEVELOPMENT AGREEMENT BETWEEN THE CITY OF LAKE ELSINORE AND BRIGHTON ALBERHILL ASSOCIATES FOX,ALBERHILL RANCH DEVELOPMENT," which Agreement was reeo,X,Oed on July 23, 1990 inthe Official Records of Riverside County, California as Instrument No 269654 (the ",1990 Development Agreement'). 11 B. The 1990 Development development rights for an approxtw4tely ;998 Ranch as depicted in Specific Plan No 89 development of 2,235 residential units, 2;.7.22,5 open space and related uses C sy Resolufon No. 91 -6f Alberhill Specific PlarinendmeritNo. 1 for `tl 2,735 dwelling units, 2,722 500 square feet of incidental useS The., City concurrently. adopt( Agreement,.:dinong other things,;wests land use acre porti9Xi, of the project known as Alberhill ,,(the "Alberhill Specific Plan "), including the )O,square feet ofeommercial and industrial uses, I on "August 27, 1991 the City approved pment of an 18 -hole golf course facility, cial and industrial uses, open space and al Plan Amendment No. 91 -1 ensuring Alberhill Specific Plan as amended by No. 1 D. To further ensure consistency among the Alberhill Specific Plan and the Lake Elsinore zGeneral Plan, the;, City and Brighton Alberhill Associates for Alberhill Ranch Development ( "Biighton Alberhill Associates ") entered into Amendment No. 1 to the Development Agree( exit datedS,.eptember 10, 1991 and recorded on October 8, 1991 in the Official Records of 'Igy.crsi4, County, California as Instrument No. 348094 (the "First Amendment'). The 1990"D.6elopment Agreement and the First Amendment are collectively referred to herein as the "Original Development Agreement'. E. The duration of the Original Development Agreement was 15 -years from July 23, 1990, the date the Original Development Agreement was recorded. F. Section 12 of the Original Development Agreement provides for "Permitted Delays" for such reasons as "moratoria; acts or neglect of City; or unanticipated restrictions imposed or mandated by other governmental entities," and provides that "the term of this Agreement will be extended by the period of any such delay." Amended and Restated Brighton Alberhill DA 101712 1 Page 54 of 85 G. The Development Agreement Law (California Government Code Section 65864 et seq.) allows for "tolling" of the term of a development agreement and specifically provides that: "In the event that state or federal laws or regulations, enacted after a development agreement has been entered into, prevent or preclude compliance with one or more provisions of the development agreement, such provisions of the agreement shall be modified or suspended as may be necessary to comply with such state and federal laws or regulations." (Cal. Gov't Code § 65869.5.) H. Beginning in 2001, the United States Fish & Wildlife Service ( "USFWS ") and California Department of Fish & Game ( "CDFG ") began scoping and planning efforts for the development of the Western Riverside County Multiple Species Habitat Conservation Plan ( "MSHCP "). I. On January 13, 2004, the City executed the Joint Powers Agreement and the Implementing Agreement for the MSHCP and, on January 31, 2004, adopted Resolution 2004 -11 adopting procedures and requirements for implementation of the MSHCP. On June 22, 2004, USFWS issued the MSHCP Incidental Take Permit covering a region of 153,000 acres including the approximately 998 acres within the Alberhill Specific Plan covered by the Original Development Agreement. J. On February 10, 2004, the County of Riverside and Tri- Valley I, a California Limited Partnership and successor in interest to Brighton Alberhill Associates, entered into an Acquisition Agreement and associated Memorandum of Understanding for the purchase and sale of approximately 598 acres of the Alberhill Specific Plan property for conservation purposes (the "County Property "). On November 9, 2004, the County, City and Tri - Valley I entered into an Addendum to the Memorandum of Understanding that acknowledged and ratified the acquisition of the County Property and established rights and obligations with respect to the remaining developable portion of the Alberhill Specific Plan property pursuant to the City's LEAP procedure under the MSHCP (collectively, the Acquisition Agreement, Memorandum of Understanding, and Addendum are hereinafter referred to as the "Tri- Valley Transaction "). K. The MSHCP cell criteria and the conservation area acquired through the Tri - Valley Transaction modify the open space plan and development areas depicted in the Alberhill Specific Plan and the Original Development Agreement. The County Property acquired for conservation purposes includes a majority of the area designated for development of the proposed golf course pursuant to the Original Development Agreement thereby frustrating the development of the proposed golf course and converting the County Property to passive open space. L. In 2006, Developer acquired the approximately 400 remaining developable acres (the "Developer Property ") within the Alberhill Specific Plan and as successor in interest assumed all of the rights, title and interest in the Original Development Agreement and the Tri - Valley Transaction as to the Developer Property. M. In 2007, the 22.4 acre Alberhill Ranch Community Park was accepted by the City. Based on provisions of the Alberhill Specific Plan, and the Original Development Amended and Restated Brighton Alberhill DA 101712 2 Page 55 of 85 Agreement, the completion of this park in 2007 provided 10.5 acre Turn -Key Quimby park credit toward the park requirements required for the Alberhill Ridge Project. N. City and Developer mutually desire to finalize the boundaries of the County Property conservation acres and the Developer Property development acres designated by the Tri- Valley Transaction by way of a lot line adjustment or other entitlement consistent with the terms and conditions of the Tri - Valley Transaction (the "LLA "). The purpose of the LLA is to establish a topographically, biologically, and economically superior final boundary between the County Property conservation area and the approximately 400 acres of developable property comprising the Developer Property. If and when the LLA is perfected, any land areas within the LLA shall be deemed part of the Developer Property and shall be subject to this Agreement. O. In addition to the LLA, site planning and engineering by the Developer for the development of the remaining approximately 400 acres comprising the Developer Property covered by the Original Development Agreement was further delayed by the City's processing and adoption of a General Plan Update ( "GPU "), Climate Action Plan ( "CAP ") and Housing Element Update ( "HEU ") approved and adopted on December 20, 2011. The GPU, CAP, and HEU are collectively referred to hereinafter as the "Legislative Approvals. P. Facing constant downward pressure on pricing from distressed properties on the resale market and significantly reduced demand due to historic unemployment levels and limited credit availability outside the control of Developer, development has become economically challenging in most markets and has stalled the development of the Developer Property beyond the term of the Original Development Agreement. Based on the foregoing moratoria, unanticipated restrictions, and resulting delay caused by the confluence of these factors in the marketplace combined with the formulation and adoption of the MSHCP, the Tri - Valley Transaction, the LLA and the Legislative Approvals, the duration of the Development Agreement was effectively tolled and delayed as a matter of law. Q. Pursuant to the provisions of Section 65869.5 of the Development Agreement Law and Section 12 of the Original Development Agreement, City and Developer in good faith mutually desire to enter into this Agreement for the purpose of settling all disputes between the Parties relating such delays and hereby memorialize a cumulative tolling period of twelve (12) years from the Date of Agreement to , 2024 to enable full completion of the development of the Developer Property now known as the "Alberhill Ridge Project" within a more reasonable schedule to accommodate state, federal, regional, and local permitted delays, and changes in economic conditions and the housing market. R. This Agreement is consistent with the City's General Plan, applicable provisions of the Alberhill Specific Plan, and associated amendments, and other applicable Existing Land Use Regulations. This Agreement is also consistent with the purpose and intent of the provisions of the Development Agreement Law and Chapter 19.12 of the City of Lake Elsinore Municipal Code. References herein to this "Agreement" shall mean the Original Development Agreement and the First Amendment as modified and restated by this Agreement with respect to the Developer Property. Amended and Restated Brighton Alberhill DA 101712 3 Page 56 of 85 S. Concurrent with the processing of this Agreement which relates to permitted delays and the timing and financing of previously- approved elements of the Alberhill Specific Plan, Developer has prepared Vesting Tentative Tract Map (VTTM) No. 35001 for the Project known as "Alberhill Ridge" on the Developer Property consisting generally of 1,056 single family residential lots, 44.4 gross acres of mixed commercial, office and residential land uses within Suburban Village designations providing approximately 345 multi - family residential units and 1,358,000 square feet of commercial and industrial users, and approximately 48.8 acres of Turn -Key parks, public benefits, facilities, and infrastructure. Developer has also prepared Addendum No. 4 to the Alberhill Ranch EIR concluding that the Alberhill Ridge Project will not have a significant impact on the environment and is consistent with the EIR certified for the Alberhill Specific Plant and other prior environmental determinations and with the requirements of CEQA. VTTM No. 35001 depicts a lesser intensity of land uses than permitted by the Alberhill Specific Plan. T. After giving appropriate notice, the City Planning Commission held a public hearing to consider this Agreement on October 16, 2012 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. U. After a duly noticed public hearing, the City Council approved this o �:j Vv ?' oa Y� .�Y"YYC: "✓� Hwy N 2012. Agreement pursuant to Ordinance No� gpfed � � k , i AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows: DEFINITIONS Unless otherwise defined below, capitalized terms used in this Agreement shall have the meaning set forth below. "Agreement" means this Amended and Restated Development Agreement made and entered into by and between the City and the Developer. "Agreement Date" means the date first written above which is the date this Agreement is approved by the City Council. "Alberhill Ridge Project" means the proposed development of the Developer Property consistent with the Existing Development Plan and generally including approximately 1,401 dwellings and 1,358,000 square feet of commercial and industrial land uses. Additional land uses include commercial (neighborhood commercial and highway and office commercial), schools, open space and recreational uses, including a ±38.8 acre Linear Park, a Lake Street Riparian Corridor, ±10.0 acres of public parks and a Quimby park credit for the 10.5 acre portion of the existing 22.4 acre developed Turn -Key community park located within Alberhill Ranch. "Alberhill Specific Plan" means Specific Plan No. 89 -2 as amended by Amendment No. 1 thereto and as may be amended from time to time by application of the Developer. Amended and Restated Brighton Alberhill DA 101712 4 Page 57 of 85 "CEQA" means the California Environmental Quality Act of 1970 (California Public Resources Code Section 21000 et sea.) and the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.). "City" means the City of Lake Elsinore, including its officials, officers, employees, commissions, committees and boards. "City Council" means the duly elected City Council of the City of Lake Elsinore. "Developer" means Castle & Cooke Lake Elsinore West, Inc., a California corporation, and its successors and assigns. "Developer Property" means the real property described as such in Exhibit "A" and as may be modified by the LLA. "DAG Fee" is defined in Section 9.5(c) hereof. "Development" means the improvement of the Developer Property for the purposes of constructing and otherwise effecting the structures, improvements and facilities comprising the Alberhill Ridge Project as set forth in this Agreement including but not limited to grading, the construction of infrastructure and public facilities related to the Alberhill Ridge Project (whether located within or outside the Developer Property), the construction of structures and buildings and the installation of landscaping consistent with the Alberhill Specific Plan and applicable Existing Land Use Regulations and Governmental Requirements. "Development Agreement Law" is defined in Recital G. "Development Impact Fees" means those fees imposed on development within the City pursuant to Government Code Section 66000 et seq. and City's Quimby Act Resolution No. 89- 44 and as set forth in Exhibit "C ". "Effective Date" means that date which is the later to occur of (a) the expiration of the time for filing a referendum petition relating to this Agreement, if no such petition is filed within such period, or (b) if a referendum petition is filed within the applicable period and this Agreement is approved, the date of the certification of the results of the referendum election. "EIR" means the environmental impact report prepared, approved and certified by the City Council for the Alberhill Specific Plan in accordance with the provisions of CEQA. "Existing Development Approvals" means those certain land use entitlements, permits and approvals (including all conditions of approval thereto) issued, approved and /or certified as of the Effective Date by the City Council or the City's Planning Commission including the General Plan Amendment 91 -1, the Legislative Approvals, the Alberhill Specific Plan, EIR and Addendum No. 4 thereto, VTTM No. 35001, this Agreement, the Water Quality Management Plan standards as of September 1, 2010 (including Riverside County MS4 Permit and Drainage Area Management Plan), and the Alberhill Ridge Preliminary Water Quality Management Plan (PWQMP) report dated October 16, 2012. Amended and Restated Brighton Alberhill DA 101712 5 Page 58 of 85 "Existing Development Plan" means the Existing Land Use Regulations and the Existing Development Approvals. "Existing Land Use Regulations" means all those land use ordinances, resolutions, policies, rules and regulations adopted by City in effect on the Effective Date of this Agreement, including but not limited to those which govern the permitted uses of land, the density and intensity of use, subdivision codes, exactions, growth management, design improvement and construction standards and specifications applicable to Development of the Developer Property. "Governmental Requirements" means all applicable federal, state, and local statutes, laws, ordinances, resolutions, regulations, rules, official policies, judgments, consent decrees, common law doctrines, licenses, permits, and other governmental authorizations or approvals governing or relating to the Development, construction, and use of any portion of the Developer Property, including without limitation any fees, charges, conditions, or exactions relating thereto. "LLA" is defined in Recital M. "MSHCP" is defined in Recital H. "Original Development Agreement" is defined in Recital D. "Subsequent Development Approval(s)" means site specific plans, maps, permits and other entitlements (including all conditions of approval thereto) to use of every kind or nature approved or granted by City in order to complete the Alberhill Ridge Project as contemplated by the Existing Development Plan, including but not limited to General Plan and Specific Plan amendments, environmental impact reports, negative declarations, categorical or statutory exemptions, site plans, development plans, lot line adjustments, tentative and final subdivision tract maps, vesting tentative maps, parcel maps, conditional and special use permits, grading, encroachment and building permits, and other similar permits, maps, plans, authorizations, licenses and entitlements obtained by Developer after the Effective Date. "Tri- Valley Transaction" is defined in Recital J. "Turn -Key" means design and construct according to City specifications and subject to City acceptance. 2. EXHIBITS The following documents are referred to in this Agreement, attached hereto and incorporated herein by this reference: The following documents are referred to in this Agreement, attached hereto and incorporated herein by this reference: Exhibit Designation I Description Legal Description of Developer Property Schedule of Performance Fee Schedule Reserved Amended and Restated Brighton Alberhill DA 101712 6 Page 59 of 85 3. MUTUAL BENEFITS This Agreement is entered into for the purpose of carrying out the Existing Development Plan for the Alberhill Ridge Project in a manner that will insure certain anticipated benefits to both City and Developer. The Alberhill Ridge Project will require a significant investment by Developer in public facilities and onsite and offsite improvements. City and Developer agree that, due to the size and duration of the Alberhill Ridge Project, certain assurances on the part of each Party will be necessary to achieve those desired benefits. 3.1 Benefits to City This Agreement will further the goals and objectives of City's land use planning policies by eliminating uncertainty in planning for and securing orderly Development of the Alberhill Ridge Project so that adequate long -term plans regarding the provision of necessary infrastructure for existing and future City residents can be developed and implemented. The benefits conferred by Developer herein will facilitate the installation of certain public improvements and will help increase traffic capacity for the City's road system, enhance property values, provide for quality residential neighborhoods, provide open space, park and other amenities and the payment of fees by Developer, all of which will promote the health, safety and general welfare of existing and future City residents. This Agreement promotes residential and commercial development which enhances the City's revenue base. 3.2 Benefits to Developer Developer has expended and will continue to expend substantial amounts of time and money on the planning engineering, design and construction of the Alberhill Ridge Project. In addition, Developer will expend substantial amounts of time and money in constructing public improvements and facilities and in providing for public services in connection with the Alberhill Ridge Project and providing the mitigation set forth in the EIR and Addendum No. 4 thereto. Developer would not make such additional expenditures without this Agreement and such additional expenditures will be made in reliance upon this Agreement. The benefit to Developer under this Agreement consists of the assurance permitted by the Development Agreement Law that Developer will preserve the right to develop the Developer Property in accordance with the Existing Development Plan, subject to the terms and conditions set forth in this Agreement. 3.3 Project Amenities and Consideration City and Developer agree that the following amenities and improvements provided by Developer as part of the planning, financing and construction of the Alberhill Ridge Project to be completed in accordance with the Existing Development Plan and the terms and conditions of this Agreement, including the timely completion of such improvements in accordance with the Schedule of Performance attached hereto as Exhibit `B ", will result in substantial general public benefit and provide consideration for this Agreement: • Participation in widening of and installation of regional drainage improvements for the major Arterial Roadways of Lake Street and Nichols Road. Amended and Restated Brighton Alberhill DA 101712 7 Page 60 of 85 • Creation of ±38.8 acre Turn -Key Linear Park along Lake Street that includes Pedestrian Pathways, Utility Access Road, Bike Trails, Water Quality Management Plan ( "WQMP ") features, and Stream Bed Area (the "Linear Park "). • Restoration of the Lake Street Drainage Course previously impacted by mining activity into a Low Flow Streambed with Riparian Habitat (the "Lake Street Riparian Corridor "). • Dedication of a Turn -Key ±6.9 (gross) acre public park adjacent to the designated location for a ±14.6 (gross) acres potential school site (the "Neighborhood Park "). • Dedication of a Turn -Key ±3.1 (gross) acre public park site (the "Trailhead Park "). • Participation in the implementation of the EVMWD Master Water Plan with the construction of a ±2.8 MG Water Tank on 1.1 acres along with related facilities including Transmission Pipelines and Booster Pump improvements. • Participation in the implementation of the EVMWD Master Sewer Plan by financial participation in the construction of the Alberhill Wastewater Treatment Plant and related Trunk Sewer Lines. • Provision for Wildlife Corridors through the Alberhill Ridge Project and along Nichols Road and Lake Street. • Dedication of a 2.0 acre site for future Public Fire and /or Police Facilities and contribution of $1,000,000 for site improvements. • Project design support and coordination with SCE to provide Right -of- Way (easements) adjacent to Lake Street and Nichols Road for SCE's 115 KV Power System to supply redundant power supply to the City. • Improvements to Nichols Road adjacent to the County Property from the easterly project boundary of VTTM 35001 to the westerly boundary of VTTM 30836. 4. RESTATEMENT This Agreement is an amendment and restatement of the Original Development Agreement with respect to the Developer Property, and shall, upon the Effective Date, replace and supersede the Original Development Agreement in its entirety. 5. COMPLIANCE WITH LAWS AND GOVERNMENTAL REQUIREMENTS. 5.1 Compliance with Governmental Requirements. Developer shall carry out the work of developing the Alberhill Ridge Project on the Developer Property in conformity with all applicable Governmental Requirements; provided, however, that nothing in this Agreement constitutes a waiver by Developer of its right to Amended and Restated Brighton Alberhill DA 101712 8 Page 61 of 85 challenge the validity of any such Governmental Requirements on their face or as applied to Developer or the Developer Property. 5.2 Project as a Private Undertaking It is specifically understood and agreed by and between the Parties hereto that with the exception of public works and improvements required to be installed by Developer as a condition of approval to the Existing Development Plan and Subsequent Development Approvals, the Development of the Alberhill Ridge Project is a private and not a public sector development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property by the owner of such property. 6. DURATION OF AGREEMENT Pursuant to Government Code Section 65865.2, the duration of the Development Agreement was for fifteen (15) calendar years from and after the effective date thereof. As a result of tolling and permitted delay as a matter of law, the term of this Agreement shall expire on , 2024. Said term may be extended by the circumstances set forth in Section 12. 7. DEVELOPMENT OF ALBERHILL RIDGE PROJECT ON DEVELOPER PROPERTY 7.1 Permitted Uses The permitted uses of the Developer Property, the density and intensity of use, the maximum height, bulk and size of the proposed buildings on the Developer Property, the design standards for such construction, and provisions for reservation or dedication of land for public purposes and other terms and conditions of Development applicable to the Developer Property shall be those set forth in the Existing Development Plan and are incorporated herein by this reference. During the term of this Agreement, Developer shall have a vested right to develop the Alberhill Ridge Project in accordance with the Existing Development Plan and the terms and conditions of this Agreement, but subject to and in accordance with any remaining Subsequent Development Approvals. Except as otherwise specified in this Agreement, the Existing Development Plan shall control the overall design, Development and construction of the Alberhill Ridge Project and all onsite and off -site improvements and appurtenances in connection therewith, including, without limitation, all mitigation measures required in order to minimize or eliminate material adverse environmental impacts. 7.2 Required Development Features Notwithstanding the rights of the Developer to proceed with Development of the Alberhill Ridge Project consistent with the Existing Development Plan and the terms and Amended and Restated Brighton Alberhill DA 101712 9 Page 62 of 85 conditions of this Agreement, including without limitation the timing and phasing of Development in accordance with Section 8.1 hereinbelow, Developer shall complete certain features set forth in this Section 7.2 within the times established therefor in the Schedule of Performance (Exhibit `B ") and pay Development Impact Fees and DAG fees in accordance with the Fee Schedule (Exhibit "C "). (a) City Entrance Monument Within the time established therefor in the Schedule of Performance, Developer shall construct and install a City entrance monument and associated landscaping at or near the intersection of Temescal Canyon Road and Lake Street consistent with the City Entry Monument and Wayfinding Sign Program plans and specifications. The precise proposed location and design of the monument shall be submitted by the Developer to the City and shall be approved by the City prior to installation. The Developer's financial responsibility for the costs associated with the monument design, construction and installation shall not exceed $25,000. (b) Fire /Police Facilities. Within the time established therefor in the Schedule of Performance, Developer shall (i) dedicate a two acre site to the City for future development of police and /or fire facilities, and (ii) deposit $1,000,000 into an escrow or special purpose account established by the City for design and construction of future fire /police facility improvements on the dedicated site. The location of the dedicated site shall be consistent with VTTM No. 35001. In addition, Developer shall pay the City's Fire Facility Impact Fee in accordance with the Fee Schedule. (c) Parks. Within the times established therefor in the Schedule of Performance, Developer shall dedicate, design and improve the following three Turn -Key public parks as identified in VTTM No. 35001: 1) a 6.9 acre neighborhood park adjacent to the designated location for 14.6 (gross) acres potential school site ( "Neighborhood Park "); 2) a 3.1 acre park ( "Trailhead Park "), and 3) a 38.8 acre linear park along Lake Street that includes pedestrian pathways which will include a trail connection to the proposed regional trail along Temescal Creek, utility access road, bike trails, and stream bed area ( "Linear Park "). Each park shall be developed in accordance with plans and specifications prepared by the Developer and approved by the City, including all necessary engineering plans and specifications consistent with the design and with the standards, quality and materials of the park elements and specification levels required by the City. In addition, Developer shall participate in the Park, Open Space and Storm Drain CFD No. 2006 -5 and shall fund a park maintenance advance in an amount equal to the City's reasonably estimated costs to maintain the Neighborhood Park and the Trailhead Park all in accordance with Section 10.11 (b) of this Agreement. (d) Park Fees In 2007, the Developer completed the 22.4 acre Alberhill Ranch Community Park which provides park and recreational opportunities benefitting both the Alberhill Ranch Project and the Alberhill Ridge Project. City and Developer agree that Developer is entitled to a 10.5 acre credit against the Quimby fee requirements for the Alberhill Ridge Project consistent with the terms, conditions and intent of the Original Development Agreement and the Alberhill Specific Plan. Consequently, Developer will be deemed to have satisfied the Quimby fee requirement and shall be exempt from the payment of Quimby fees for the first 623 residential building permits issued for the Alberhill Ridge Project. Thereafter upon completion and dedication of Phase One (18.4 acres) of the Linear Park in accordance with Amended and Restated Brighton Alberhill DA 101712 10 Page 63 of 85 subsection (c) above and the Schedule of Performance, Developer will receive additional Quimby credits and be exempt from the payment of Quimby fees for the 624 through the 749 residential building permits issued for the Alberhill Ridge Project. Upon completion and dedication of Phase Two of the Linear Park, the Neighborhood Park and the Trailhead Park in accordance with subsection (c) above and the Schedule of Performance, Developer will receive additional Quimby credits and be exempt from the payment of Quimby fees for the remainder of the residential building permits in the Alberhill Ridge Project. In the event Developer fails to timely complete the improvement and dedication of the parks in accordance with the Schedule of Performance, Developer shall pay Quimby fees in accordance with the Fee Schedule (Exhibit "C ") and will be entitled to reimbursement up to the amount of Quimby fees actually paid by Developer for the costs of the improvements to the Linear Park, the Neighborhood Park and the Trailhead Park. Developer acknowledges and agrees that the completion and dedication of the Turn -Key parks in accordance with this Agreement will fully satisfy the Quimby requirements for the Alberhill Ridge Project but will not provide any Quimby credits for any other development. (e) Nichols Road Improvement Within the times established therefor in the Schedule of Performance, Developer shall complete construction of the north one half street improvements in Nichols Road (120' R/W) adjacent to the County Property from the easterly project boundary of VTTM 35001 to the westerly boundary of VTTM 30836. 7.3 Subsequent Development Approvals City further agrees to grant and implement Subsequent Development Approvals for the Alberhill Ridge Project related to building construction or remodeling confined within the exterior perimeter of the building footprints identified by the Existing Development Plan. Any such building construction or remodeling shall be subject to the maximum height and exterior architectural design specifications set forth in the Alberhill Specific Plan. The aforementioned subsequent discretionary approvals shall be granted and approved or conditionally approved by City on a timely basis, provided applications for such approvals are submitted to City during the term of this Agreement. This Agreement shall not prevent City from denying or conditionally approving any Subsequent Development Approvals on the basis of the Existing Land Use Regulations and those rules and regulations set forth in Section 10.2 of this Agreement. Developer's failure to develop the Alberhill Ridge Project shall not result in any liability for Developer except as is provided in this Agreement. 8. PHASING AND TIMING OF DEVELOPMENT 8.1 Timing of Development Construction of the Alberhill Ridge Project covered by this Agreement will be diligently undertaken in accordance with the Existing Development Plan and Subsequent Development Approvals. City and Developer acknowledge that Developer cannot at this time accurately predict the time schedule within which the Alberhill Ridge Project will be developed, except that it will be completed within the aforesaid term. Such decisions with respect to the rate Amended and Restated Brighton Alberhill DA 101712 11 Page 64 of 85 of Development of the Alberhill Ridge Project will depend upon a number of circumstances not within the control of Developer, including market factors, demand, the state of the economy, and other matters. Therefore, so long as the Alberhill Ridge Project is constructed in accordance with the Existing Development Plan and Subsequent Development Approvals, Developer shall have the right to construct the Alberhill Ridge Project at the rate and in the sequence deemed appropriate by Developer within the exercise of its sound business judgment; provided, however, that Developer shall complete performance of certain obligations within the times set forth in the Schedule of Performance (Exhibit `B "). It is Developer's present reasonable expectation that Development of the Alberhill Ridge Project will be completed within the term of this Agreement. For purposes of this Agreement, completion of the Alberhill Ridge Project shall mean the date on which a certificate of occupancy or comparable instrument is issued for the last improvement or structure constructed pursuant to this Agreement. Following the expiration of the term, this Agreement shall be deemed terminated and of no further force and effect, provided, however, that such termination shall not affect any right of Developer arising from Existing and Subsequent Development Approvals. 8.2 Annual Progress Report Developer shall use its best efforts to commence and diligently work to complete Development of the Alberhill Ridge Project within a commercially reasonable schedule; provided, however, Developer shall complete specific components of the Alberhill Ridge Project not later than the times established therefor in the Schedule of Performance. Annually not later than December 31, 2013 and each year thereafter following the Effective Date, Developer shall demonstrate reasonable progress toward the Development of the Alberhill Ridge Project and shall prepare and submit to the City Manager and the Director of Community Development a written comprehensive report in order to enable the City to monitor and verify Developer's progress and the status of the Alberhill Ridge Project. The Annual Progress Report shall include, without limitation, (i) the financial investment by Developer in the planning, engineering, design and construction or installation of any and all public and private improvements to be completed on the Developer Property; (ii) the anticipated schedule for commencement and completion of such improvements; (iii) the economic and market conditions influencing the timing of Development; (iv) Developer's marketing efforts for the Alberhill Ridge Project; (v) the status and progress of the Alberhill Ridge Project in comparison to other Developer projects, including without limitation, Alberhill Ranch and Alberhill Villages; and (vi) such other information and /or documentation that the City Manager, the Director of Community Development and /or the City Council reasonably request or that that Developer deems appropriate. 9. PERIODIC REVIEW City shall, in accordance with applicable state law, review this Agreement at least once every twelve (12) months following Developer's submittal of the Annual Progress Reports from and after the Effective Date. During each such periodic review, City and Developer shall have the duty to demonstrate their good faith compliance with the terms and conditions of this Agreement. Both Parties agree to furnish such evidence of good faith compliance as may be reasonably necessary or required City's failure to review at least annually Developer's Amended and Restated Brighton Alberhill DA 101712 12 Page 65 of 85 compliance with this Agreement shal I not constitute or be asserted by either Party as a breach of the other Party. 10. VESTING OF RULES, REGULATIONS AND OFFICIAL, POLICIES 10.1 Existing Land Use Regulations Except as otherwise provided in this Agreement, the written rules regulations, official policies and conditions of approval (as adopted by ordinance, resolution, minute order or other such official method) governing permitted uses for the Alberhill Ridge Project, density and intensity of use, design, improvement construction and building standards occupancy and specifications applicable to the Development of the Alberhill Ridge Project and all on -site and off -site improvements and appurtenances in connection therewith, including without limitation the conditions of approval shall be the Existing Land Use Regulations. City and Developer agree that unless this Agreement is amended or terminated pursuant to its provisions, this Agreement shall be enforceable by any Party hereto notwithstanding any change hereafter enacted or adopted in any General Plan amendment, Specific Plan, zoning ordinance, subdivision ordinance, or any other land use ordinances or building ordinances, resolutions or other rules, regulations or policies of City which change, alter or amend the rules, regulations and policies applicable to the Development of the Alberhill Ridge Project as of the Effective Date of this Agreement. 10.2 Subsequent Actions and Approvals In accordance with Government Code Section 65866, this Agreement shall not prevent City in subsequent actions applicable to the Developer Property from applying the following new rules, regulations and policies: (a) Processing fees and charges imposed by City to cover the estimated actual costs to City of processing applications for development approvals, for monitoring compliance with any development approvals, or for monitoring compliance with environmental impact mitigation measures. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (c) Regulations governing construction standards and specifications including, without limitation, the City's Building Code, Plumbing Code, Mechanical Code, Electrical Code and Fire Code provided that such construction standards and specifications are applied on a City -wide basis. (d) Regulations which are not in conflict with the Existing Development Plan or this Agreement. (e) Regulations which are in conflict with the Existing Development Plan or this Agreement if such regulations have been consented to in writing by Developer. Amended and Restated Brighton Alberhill DA 101712 13 Page 66 of 85 (0 Citywide Development Impact Fees; provided, however, in the event this Agreement is modified by the City imposition of TUMF fees on the Alberhill Ridge Project, the Developer has the sole and absolute right to terminate the Agreement. 10.3 Processing If necessary or required, upon satisfactory completion by Developer of all required preliminary actions and payments of appropriate filing and processing fees, if any, City shall use its best efforts to promptly commence and diligently proceed to complete all steps required or necessary for the implementation of this Agreement and the Development by Developer of the Alberhill Ridge Project in accordance with the Existing Development Plan, including but not limited to the following: (a) City will use its best efforts to diligently process any and all Subsequent Development Approvals necessary to begin and complete construction of the Alberhill Ridge Project. (b) City shall use its best efforts to schedule, convene and conclude all required public hearings in a diligent manner consistent with applicable laws and regulations in force as of the Effective Date. (c) Developer agrees to process such permits as may be necessary for its Linear Park and Lake Street Riparian Corridor plans with the U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service and California Department of Fish and Game. Developer will use its best efforts to timely provide City with all documents applications, plans and other information necessary for City to carry out its obligations hereunder and cause Developer's planners, engineers and all other consultants to submit in a timely manner all required materials and documents therefore. It is the express intent of Developer and City to cooperate and diligently work to implement any Subsequent Development Approvals which are necessary or desirable in connection with the Development of the Alberhill Ridge Project in substantial conformance with this Agreement. 10.4 Initiatives and Moratoria Notwithstanding the provisions of Section 10.2 of this Agreement, in the event an ordinance resolution or other measure is enacted whether by action of City, by initiative, referendum or otherwise which relates to the rate, timing or sequencing of the Development or construction of the Alberhill Ridge Project on all or any part of the Developer Property, City agrees that such ordinance, resolution or other measure shall not apply to the Alberhill Ridge Project, the Developer Property, or the Existing Development Approvals to the extent that such ordinance, resolution or other measure is in conflict with this Agreement, without limiting the foregoing. City agrees that no moratorium or other limitation (whether or not relating to the rate, timing or sequencing of Development) affecting subdivision maps, building permits or other entitlements to use which are approved or to be approved, issued or granted within City, or portions of City, shall apply to the Alberhill Ridge Project, the Developer Property or the Existing Development Approvals to the extent it is in conflict with this Agreement. To the maximum extent permitted by law, City agrees to use its best efforts to prevent any such Amended and Restated Brighton Alberhill DA 101712 14 Page 67 of 85 ordinance, measure, moratorium or other limitation from invalidating or prevailing over all or any part of this Agreement, and City agrees to cooperate with Developer in a reasonable manner in order to keep this Agreement in full force and effect. City shall not support or adopt any initiative, referendum, moratorium, ordinance, policy or take any other action (including but not limited to the delay or stoppage of the development, processing or construction of the proposed project) which would violate the intent of this Agreement. Developer reserves the right to challenge any such ordinance or other measure in a court of law should it become necessary to protect the development rights vested in the Alberhill Ridge Project and the Developer Property pursuant to this Agreement. 10.5 Other Governmental Permits In addition, Developer shall apply in a timely manner for such other permits and approvals as are required by other governmental agencies having jurisdiction over the Alberhill Ridge Project in connection with the development of, or provision of services to, the Alberhill Ridge Project. City shall, at no cost to City, cooperate with and use its best efforts to assist Developer in coordinating the implementation of the Alberhill Ridge Project with such other governmental agencies and in obtaining permits approvals and services from those agencies as may be necessary to implement the Alberhill Ridge Project. 10.6 Subsequent Changes in State or Federal Laws In the event that state or federal laws or regulations enacted after the Date of Agreement prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 10.7 Life of Subdivision Maps In 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 Alberhill Ridge 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. 10.8 Fees, Conditions and Dedications Developer shall make only those dedications and pay only those fees expressly prescribed in this Agreement, the Existing Development Plan, and Subsequent Development Approvals, provided that such dedications and fees are imposed on a city -wide basis. (a) Filing and Processing Fees. Developer shall pay all City processing, permit and land use application fees for all Subsequent Development Approvals in effect on a city -wide basis at such time as such Subsequent Development Approval applications are submitted or Subsequent Development Approval permits are issued. Amended and Restated Brighton Alberhill DA 101712 15 Page 68 of 85 (b) Development Impact Fees. Except as otherwise provided in the Fee Schedule attached hereto as Exhibit "C ", Developer shall pay all existing and all future citywide Development Impact Fees in effect and at the rate in effect at the time each building permit is issued for the Alberhill Ridge Project. (c) DAG Fees. In addition to the forgoing, and while this Agreement in effect, Developer agrees to pay a Development Agreement Fee ( "DAG Fees ") in the amount of Three Thousand Dollars ($3000) for each residential dwelling unit within the Developer Property at the time of building permit issuance. City agrees to provide Developer with a periodic accounting, or upon reasonable request by Developer, setting forth the amount of Development Agreement Fees levied and collected by City and the specific purposes and /or projects for which such fees are expended. (d) Taxing power. Nothing in this Agreement shall prohibit the adoption and application of a special tax approved by City's voters, provided that such tax is imposed on a city -wide basis. (e) Commercial rent control or office condominium conversion. During the term of this Agreement City shall not impose or enact any ordinance, regulation, fee or condition which directly or indirectly controls or otherwise restricts market forces on commercial or residential rents charged within the Developer Property, or applies directly or indirectly to the conversion of office or residential rental units to condominiums within the Developer Property. 10.9 Financing of Public Facilities and/or Services Developer may elect and City will use its best efforts to establish one or more community facilities districts (pursuant to the Mello -Roos Community Facilities Act of 1982 as set forth in Government Code Section 53311 et seq.; "CFD(s) ") and such other assessment, improvement or maintenance districts as may be appropriate, for the purpose of funding the planning design, construction and maintenance of public facilities including related fees (including Development Impact Fees) and the acquisition of land therefore, and /or the provision of public services for the Alberhill Ridge Project. The Parties expect that bonds, assessments, liens or other such financing devices would be issued or levied to provide sufficient funds for the above - mentioned purpose. It is also understood that multiple CFDs may be established over portions of the Developer Property in order to facilitate the funding of public improvements and facilities to correspond with the phased development of the Project. The parameters of the CFD(s) shall be as follows or as otherwise required to meet minimum requirements of California law, as the same may be amended from time to time: (i) a minimum loan-to -value ratio of 1 to 3; (ii) a total property tax /assessment payment not to exceed two percent (2 %) per year per parcel; (iii) a debt service coverage ratio not to exceed 1 to 1 (unless adequate credit enhancement is provided to the reasonable satisfaction of the City); and (iv) an annual escalator on the CFD tax and debt service of two percent (2 %) per year (and subject to appropriate increases in the special tax upon defaults by other properties within the CFD). City acknowledges that completion of proceedings to establish on or more public financing districts as discussed above is important to provide the Parties with security for performance by Developer of its obligation to commence and complete construction of major infrastructure. Amended and Restated Brighton Alberhill DA 101712 16 Page 69 of 85 10.10 Construction of Facilities and Provision of Public Services The Alberhill Ridge Project provides for an integrated roadway system, public facilities including water and sewer facilities, parks, a potential elementary school and storm drains. The construction and installation of such facilities and infrastructure improvements by the Developer and the phasing thereof shall be in accordance with the Existing Development Plan and Subsequent Development Approvals. Construction and installation of infrastructure and other public improvements shall be phased with the Development of the Alberhill Ridge Project pursuant to the phasing plan contained in the Existing Development Plan. In addition to constructing and installing the infrastructure improvements necessary for the Project, Developer shall also participate in and pay Development Impact Fees as set forth in Section 9.5 and the Fee Schedule (Exhibit "C). 10.11 Participation in LLMD No. 1, CFD No. 2006 -5 and CFD No. 2007 -1 Developer shall participate in the following financing districts: (a) Developer shall create, or annex the Developer Property into Lighting and Landscape Maintenance District No. 1 to offset the annual negative fiscal impacts of the project on public right -of -way for landscaping and street lights in the public right -of -way for which the City will pay for maintenance costs, water from Elsinore Valley Municipal Water District, and electricity and a maintenance fee to Southern California Edison. Developer shall pay to the City the appropriate non - refundable deposit to cover the cost of the annexation process. The Developer may propose alternative financing mechanisms to fund the annual maintenance costs, including the creation of a Mello -Roos Community Facilities District in lieu of annexing into the existing district. (b) Developer agrees to annex the Developer Property into the City of Lake Elsinore Community Facilities District No. 2006 -5 (Park, Open Space and Storm Drain Maintenance) to offset the annual negative fiscal impacts of the project for public parks, open space and storm drain for which the City will pay for maintenance costs, water from Elsinore Valley Municipal Water District, and electricity from Southern California Edison. Developer shall pay to the City the appropriate non - refundable deposit to cover the cost of the annexation process. The Developer may propose alternative financing mechanisms to fund the annual maintenance costs in lieu of annexing into the existing district. Upon City's acceptance of the Neighborhood Park and the Trailhead Park required to be completed and dedicated pursuant to this Agreement and the Existing Development Plan, Developer shall make a park maintenance advance in an amount equal to the City's reasonably estimated costs to maintain the park for a period of two (2) years from the date of acceptance. (c) Developer agrees to annex the Developer Property into the City of Lake Elsinore Community Facilities District No. 2007 -1 (Law Enforcement, Fire and Paramedic Services) to offset the annual negative fiscal impacts of the project on providing public safety services. Developer shall pay to the City the appropriate non - refundable deposit to cover the cost of the annexation process. The Developer may propose alternative financing mechanisms to fund the annual public safety services costs in lieu of annexing into the existing district. Amended and Restated Brighton Alberhill DA 101712 17 Page 70 of 85 10.12 Reimbursement Agreements To the extent that the infrastructure required by City to be constructed by Developer is in excess of the needs and demands of the Alberhill Ridge Project and will be utilized by future developments, City agrees to use its best efforts to cause such future developments to contribute to the costs of the infrastructure (including but not limited to the formation of an assessment district) and, from such funds, cause appropriate reimbursement payment(s), including interest at the legal rate to be made to Developer after first reimbursing the public financing district to the extent district funds were expended to construct the infrastructure. 11. AMENDMENTS; OPERATING MEMORANDA 11.1 Amendments Except as otherwise provided herein, this Agreement may be amended in whole or in part only by mutual written consent of the parties and in the manner provided by Government Code Section 65868. Any minor deviation from this Agreement, as discussed below does not require an amendment to this Agreement. 11.2 Operating Memoranda The Parties acknowledge that Development of the Alberhill Ridge Project may demonstrate that clarifications to this Agreement and the Existing Land Use Regulations are appropriate with respect to the details of performance by City and Developer hereunder. To the extent allowable by law, the Parties shall retain a certain degree of flexibility as provided herein with respect to all matters, items and provisions covered in general under this Agreement. When and if the Parties find it necessary or appropriate to make changes, adjustments or clarifications to such general matters, items or provisions, the Parties shall effectuate such changes, adjustments or clarifications through operating memoranda the "Operating Memoranda ") approved by the Parties in writing which reference this Section 11.2 and which, after execution, shall be attached hereto as an addenda and become a part hereof. Operating Memoranda are not intended to constitute an amendment to this Agreement but mere ministerial clarifications; therefore public notices and hearings shall not be required. The City Manager shall be authorized, upon consultation with, and approval of, the Developer, to determine whether a requested clarification may be effectuated pursuant to this Section 11.2 or whether the requested clarification is of such character to constitute an amendment to this Agreement within the meaning of Section 65868 of the Development Agreement Law which requires compliance with the provisions of Section 11.1. Notwithstanding the foregoing, the following matters shall not be considered administrative changes or amendments, but shall be considered substantive amendments which shall be reviewed by the Planning Commission and approved by the City Council in accordance with the provisions of Section ILL: (a) alteration of the permitted uses of the Developer Property; (b) increase in the density or intensity of use or the number of lots; (c) increase in the maximum height and size in permitted buildings; (d) deletion of a requirement for the reservation or dedication of land for public purposes except for minor boundary adjustments approved by the Amended and Restated Brighton Alberhill DA 101712 18 Page 71 of 85 City Manager; and (e) any amendment or change requiring a subsequent or supplemental environmental impact report pursuant to Public Resources Code Section 21166. 12. RELEASE, INDEMNIFICATION, COOPERATION AND COVENANT OF FURTHER ASSURANCES 12.1 Release Prior Claims Developer and City hereby waive, release, and discharge forever each other from any and all Claims arising out of or in any way connected with the Original Development Agreement prior to the Agreement Date. Developer and City are aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." To the extent applicable to this Section 11.1 Developer and City hereby waive and relinquish all rights and benefits which they may have under Section 1542 of the California Civil Code. 12.2 Indemnification Developer shall defend (with counsel acceptable to the City), indemnify, and hold harmless the City of Lake Elsinore, its officials, officers, employees, and agents ( "Indemnified Parties ") from and against all liabilities, penalties, costs, losses, damages, expenses (including reasonable attorneys' fees and experts' fees) causes of action, claims, demands, orders, administrative or judicial proceedings, injunctive relief, judgments, remedial and /or enforcement actions of any kind (each a "Claim" and collectively "Claims ") arising from or in any way connected with: (i) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Developer Property, regardless of cause, (ii) the approval of this Agreement, (iii) the validity of any provision or obligation specified in this Agreement; (iv) any Claim arising out of the approval or issuance of any Development Approval in connection with the Alberhill Ridge Project, (v) and any Claim arising from the City's determination that the Alberhill Ridge Project is exempt from payment of TUMF. City shall cooperate in good faith with Developer, at no cost to City other than City's administrative and overhead cost, in defending such Claims. In the event of a Claim arising from Developer's exemption or payment of any fees, Developer may, at Developer's option, choose to voluntarily pay the amount of the disputed fees and upon such payment, Developer's obligation to defend, indemnify, and hold the Indemnified Parties harmless from such Claim shall be satisfied in full. The Parties agree that any court action or proceeding brought by any third party to challenge this Agreement or any Development Approval required from City or any other governmental entity for Development of the Alberhill Ridge Project shall constitute a permitted delay under Section 12 hereof. Developer and City shall cooperate in defending any action or proceeding instituted by any third party challenging the validity of any provision of this Agreement or any action taken or decision made hereunder. Amended and Restated Brighton Alberhill DA 101712 19 Page 72 of 85 Developer agrees to assume the lead role in the defense of any such action or proceeding so as to minimize litigation expenses incurred by City, In addition, any court action or proceeding brought by any third party to challenge this Agreement or any other permit or approval required from City or any other governmental entity for Development or construction of all or any portion of the Alberhill Ridge Project covered by this Agreement shall constitute a permitted delay under Section 12. Notwithstanding the foregoing, the filing of any third party litigation against City and /or Developer relating to this Agreement or any provision thereof shall not be a reason to delay or stop the Development, processing or construction of the Alberhill Ridge Project (including but not limited to the issuance of building permits or certificates of occupancy) unless the third party obtains a court order preventing the activity. City will not stipulate to the issuance of any such court order. 12.3 Further Assurances Each Party covenants on behalf of itself and its successors and assigns to take all actions and do all things and to execute with acknowledgments or affidavits if required any and all documents and writings that may be necessary or proper to achieve the purposes and objective of this Agreement. Each Party shall take all necessary measures to see that the provisions of this Agreement are carried out in full. 12.4 Covenant of Good Faith and Fair Dealing Except as may be required by law neither Party shall do anything which shall have the effect of harming or injuring the right of the other Party to receive the specified and described benefits of this Agreement; each party shall refrain from doing anything which would render its performance under this Agreement impossible or impractical; and each Party shall do everything which this Agreement describes that such party shall do. 13. PERMITTED DELAYS AND EXTENSION OF TIME OF PERFORMANCE Neither Party shall be deemed to be in default for failure or delay in performance of any of its obligations under this Agreement if caused by acts of God, earthquake, fire, flood, or other casualty, wars, riots, terrorism or similar hostilities, civil commotion, riots, strikes, picketing, or other labor disputes; unavoidable shortage of materials or supplies; litigation, referenda, initiatives, moratoria, governmental restrictions imposed or mandated by other governmental entities, enactment of conflicting City, county, state or federal laws or regulations, judicial decisions, or similar basis for excused performance which is not within the reasonable control of the Party to be excused. If written notice of such delay is given to either Party within thirty (30) days of the commencement of such delay, an extension of time for such cause will be granted in writing for the period of the enforced delay, or longer as may be mutually agreed upon. Notwithstanding the foregoing, in no event shall Developer be entitled to a permitted delay due to an inability to obtain financing or proceed with Development as a result of general market conditions, interest rates or other similar circumstances that make Development impossible, commercially impractical or infeasible. Amended and Restated Brighton Alberhill DA 101712 20 Page 73 of 85 14. ESTOPPEL CERTIFICATES Either Party may at any time, and from time to time, deliver written notice to the other Party requesting the other Party certify in writing that to the knowledge of the certifying Party: (1) this Agreement is in full force and effect and is a binding obligation of the Parties; (2) this Agreement has not been amended or modified, and, if so amended or modified, to identify the relevant documents; and (3) no default in the performance of the requesting Party's obligations under this Agreement exists or, if in default, the nature of any default. A Party receiving a request hereunder shall execute and return the certificate within thirty (30) days following the receipt thereof. 15. DEFAULT 15.1 Events of Default Subject to any written extension of time by mutual consent of the Parties, and subject to the provisions of Section 12 regarding permitted delays, the failure of either Party to perform any material term or provision of this Agreement shall constitute default if such defaulting Party does not cure such failure within thirty (30) days following written notice of default from the other Party; provided, however, that if the nature of the default is such that it cannot be cured within thirty (30) days, the commencement of a cure within such period and the diligent prosecution to completion of the cure shall be deemed to be a cure within such period. Any notice of default given hereunder shall specify in detail the nature of the alleged default and the manner in which such default may be satisfactorily cured in accordance with the terms and conditions of this Agreement. During the time periods herein specified for cure of a failure of performance, the Party charged with such failure of performance shall not be considered to be in default for purposes of termination of this Agreement, or for purposes of institution of legal proceedings with respect thereto, or for purposes of issuance of any building or grading permit with respect to the Alberhill Ridge Project (provided that failure of performance is unrelated to the entitlement to obtain such permit). 15.2 Remedies; Institution of Legal Action Upon the occurrence of default under this section and the expiration of any applicable cure period, the non - defaulting Party shall have such rights and remedies against the defaulting party as it may have at law or in equity, including but not limited to the right to terminate this Agreement. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same event of default or any other event of default by the other Party. Without limiting the generality of the foregoing, neither Developer nor City shall in any event be entitled to, and each hereby waives, any right to seek consequential damages of any kind or nature from the other Party arising out of or in connection with this Agreement, and in connection with such waiver each party is familiar with and hereby waives the provision of § 1542 of the California Civil Code which provides as follows: Amended and Restated Brighton Alberhill DA 101712 21 Page 74 of 85 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." In addition to any other rights or remedies, either Party may institute legal action to cure, correct or remedy any default to enforce any covenants or agreements herein or to enjoin any threatened or attempted violation thereof or to obtain any remedies consistent with the purpose of this Agreement. Any such legal action shall be brought in the Superior Court for Riverside County, California. In the event of any such legal action involving or arising out of this Agreement, the prevailing party shall be entitled to recover reasonable litigation expenses, attorneys' fees and costs incurred. 15.3 No Waiver Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party shall not constitute waiver of such party's right to demand strict compliance by such other party in the future. All waivers must be in writing to be effective or binding upon the waiving party, and no waiver shall be implied from any omission by a party to take any action with respect to such default. No express written waiver of any default shall affect any other default, or cover any other period of time except that specified in such express waiver. 15.4 Effect of Termination Termination of this Agreement by one Party due to the other Party's default shall not affect any right or duty emanating from Existing or Subsequent Development Approvals on the Alberhill Ridge Project, but the rights duties and obligations of the parties hereunder shall otherwise cease as of the date of such termination. If City terminates this Agreement because of Developer's default, City shall retain any and all benefits including money or land received by City hereunder. If Developer terminates this Agreement because of City's default. Developer shall be entitled to a return or a refund of all unused benefits and exactions paid, given or dedicated to City pursuant to this Agreement. 16. APPLICABLE LAW This Agreement shall be construed and enforced in accordance with the laws of the State of California. 17. NOTICES Except as otherwise provided in this Agreement or expressly provided by law, any notice, approval, consent, waiver, or other communication required or permitted to be given or to be served upon any Party in connection with this Agreement shall be in writing. Such notice shall be personally served or sent by first class United States mail, postage prepaid, or by facsimile, telegram, tested telex, cable, or by registered or by reputable overnight carrier, such as Federal Express, and such notice shall be deemed given (i) if personally served or sent by overnight carrier, when delivered to the Party (or the agent of the Party) to whom such notice is addressed, Amended and Restated Brighton Alberhill DA 101712 22 Page 75 of 85 (ii) if given by facsimile, telegram, telex or cable, when sent, or (iii) if given by mail, three (3) business days following deposit in the United States mail. Any notice given by facsimile, telegram, telex, or cable shall be confirmed in writing within two (2) business days after sent. Such notices shall be addressed to the Party to whom such notice is given at the Party's address set forth below: To City: City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92330 Attn: City Manager copy to: Barbara Leibold, City Attorney. Leibold McClendon & Mann PC 23422 Mill Creek Drive, Suite 105 Laguna Hills, CA 92653 To Developer: Castle & Cooke Lake Elsinore West, Inc. 6455 Alberhill Ranch Road Lake Elsinore, CA 92530 Attn: Mr. M.J. "Tom" Tomlinson copy to: Miles Law Group, P.C. 3151 Airway Avenue, Suite R -1 Costa Mesa, CA 92626 Attn: Stephen M. Miles, Esq. 18. COVENANTS RUNNING WITH THE LAND All of the terms, provisions, covenants and obligations contained in this Agreement shall be binding upon the parties and their respective successors and assigns. and all other persons or entities acquiring all or any portion of the Developer Property, and shall inure to the benefit of such parties and their respective successors and assigns, All the provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including but not limited to California Civil Code Section 1468. Each covenant to do or refrain from doing some act on the Developer Property covered by this Agreement is for the benefit of such property and is a burden upon such property runs with such property and is binding upon each party and each successive owner during its ownership of such property or any portion thereof, and shall benefit each party and its property hereunder, and each other party succeeding to an interest in such property. Notwithstanding the foregoing, upon the sale or lease of a dwelling unit or office or commercial or industrial space by Developer to a member of the public, but not upon the bulk sale thereof to any person or entity for resale to the public, such residential unit or office, commercial or industrial space shall be automatically released from the terms, provisions, covenants and obligations of this Agreement without the necessity of executing or recording any specific instrument of release. Amended and Restated Brighton Alberhill DA 101712 23 Page 76 of 85 19. RESERVED 20. CONSISTENCY FINDING By approving and executing this Agreement, City finds that its provisions are consistent with City's General Plan and with Specific Plan No. 89 -2 the CEQA documentation, and City further finds and determines that execution of this Agreement is in the best interests of the public health, safety and general welfare of City's residents, property owners and taxpayers. 21. TERMS OF CONSTRUCTION 21.1 Severability If any term, provisions covenant or condition of this Agreement shall be determined invalid, void or unenforceable by judgment or court order the remainder of this Agreement shall remain in full force and effect, unless enforcement of this Agreement as so invalidated would be unreasonable or grossly inequitable under all the circumstances, or would frustrate the stated purposes of this Agreement. 21.2 Entire Agreement This written Agreement contains all the representations and the entire agreement between City and Developer. Any prior correspondence, memoranda, agreements, warranties or representations are superseded in total by this Agreement. This Agreement shall be construed as a whole according to its common meaning and not strictly for or against any party in order to achieve the objectives and purposes of the parties hereunder. Whenever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutered genders. "Shall" is mandatory and "may" is permissive. 21.3 Counterparts For convenience, the signatures of the Parties to this Agreement may be executed and acknowledged on two or more counterparts each of which shall be an original which, when attached to this Agreement, shall constitute one complete Agreement. 21.4 Time. Time is of the essence of this Agreement and of each and every term and condition hereof. 22. EXECUTION 22.1 Authority to Execute The person or persons executing this Agreement on behalf of Developer warrant and represent that they have the authority to execute this Agreement on behalf of their corporation, partnership or business entity and warrant and represent that they have the authority to bind Developer to the performance of its obligations hereunder. Amended and Restated Brighton Alberhill DA 101712 24 Page 77 of 85 22.2 Consent of Other Parties Developer may, at its discretion elect to have other holders of legal, equitable or beneficial interests in the Alberhill Ridge Project, the Developer Property or portions thereof, acknowledge and consent to the execution and recordation of this Agreement by executing an appropriate instrument therefore. It is understood by the Parties that the execution of such document by other holders of legal, equitable, or beneficial interest in the Alberhill Ridge Project is not a condition precedent to this Agreement. Developer shall have the right to assign or transfer all or any portion of its interests rights or obligations under this Agreement to third parties acquiring an interest or estate, the Developer Property or portions thereof, including but not limited to purchasers or long -term ground lessees of individual lots, parcels, or of any of the buildings located within the Alberhill Ridge Project. Developer shall give prior written notice to the City of its intention to assign or transfer any of its interest, rights or obligations under this Agreement. Any failure by Developer to provide said notice shall be curable in accordance with the provisions of Section 15 hereof, The express assumption of any of Developer's obligations under this Agreement by its assignee or transferee shall thereby relieve Developer of any further obligations under this Agreement. Notwithstanding the foregoing, Developer shall have no obligation whatsoever to provide said notice when it intends to assign an interest in this Agreement in connection with a conveyance or transfer to a bank or other financial institution or corporation for financing purposes of an equitable interest in the Alberhill Ridge Project and /or the Developer Property whether by means of a deed of trust or other instrument. 24. ENCUMBRANCES AND RELEASES ON REAL PROPERTY 24.1 Discretion to Encumber The Parties hereto agree that this Agreement shall not prevent or limit Developer in any manner, at Developer's sole discretion from encumbering the Developer Property or any portion of any improvement thereon by any mortgage deed of trust or other security device securing financing with respect to the Developer Property. City acknowledges that the lenders providing such financing may require certain modifications and City agrees, upon request from time to time to meet with Developer and /or representatives of such lenders to negotiate in good faith any such request for modification. City further agrees that it will not unreasonably withhold its consent to any such requested modification so long as the modifications do not materially alter this Agreement. 24.2 Entitlement to Written Notice of Default The mortgagee of a mortgage or beneficiary of a deed of trust, and their successors and assigns or any mortgage or deed of trust encumbering the Developer Property, or any part thereof which mortgagee, beneficiary successor or assign has requested notice in writing received by City, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer's obligations under this Agreement which is not cured within thirty (30) days. Amended and Restated Brighton Alberhill DA 101712 25 Page 78 of 85 24.3 Property Subiect to Pro Rata Claims Any mortgagee who comes into possession of the Developer Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Developer Property, or part thereof, subject to any pro rata claims for payments or charges against the Developer Property, or part thereof secured by such mortgage which accrue prior to the time such mortgagee comes into possession of the Developer Property or part thereof. 24.4 Releases City hereby covenants and agrees that upon completion of the public improvements and payment of all fees required under this Agreement with respect to the Developer Property, or any portion thereof, City shall execute and deliver to the Riverside County Recorder appropriate release or releases of further obligations in form and substance acceptable to the County Recorder or as may otherwise be necessary to effect such release. 25. HOLD HARMLESS Developer agrees to and shall hold City, its officers, agents, employees and representatives harmless from liability for damage or claims for damage for personal injury including death and claims for property damage which may arise out of the direct or indirect operation of Developer or those of their contractors, subcontractors, agents, employees or other persons acting on their behalf which relate to the Alberhill Ridge Project. Developer agrees to and shall defend City and its officers, agents, employees and representatives from actions for damages caused or alleged to have been caused by reason of Developer's activities in connection with the Alberhill Ridge Project. This hold harmless agreement applies to all damages and claims for damages suffered or alleged to have been suffered by reason of the operations referred to in this paragraph, regardless of whether or not the City prepared, supplied, or approved plans or specifications or both for the Alberhill Ridge Project. 26. RECORDATION Pursuant to Government Code Section 65868.5, within ten (10) days of execution of this Agreement 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 Agreement shall be binding upon, and the benefits of the agreement shall inure to, all successors in interest to the Parties to the Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Amended and Restated Brighton Alberhill DA 101712 26 Page 79 of 85 Dated: 2012 "CITY" CITY OF LAKE ELSINORE, a California municipal corporation : ATTEST: Virginia Bloom, City Clerk /:T991TR]904 IX.%V 11111 U) Lim LEIBOLD McCLENDON & MANN, P.C. ma Barbara Leibold, City Attorney Brian Tisdale, Mayor (°DEVELOPER" CASTLE & COOKE LAKE ELSINORE WEST, INC., a California corporation By: Name: Title: By: Name: Title: Amended and Restated Brighton Alberhill DA 101712 27 Page 80 of 85 EXHIBIT "A" LEGAL DESCRIPTION OF DEVELOPER PROPERTY [To be Inserted] Amended and Restated Brighton Alberhill DA 101712 EXHIBIT "A" Page 81 of 85 EXHIBIT "B" SCHEDULE OF PERFORMANCE Developer shall complete performance of the following actions not later than the dates set forth herein or sooner at the Developer's discretion and cost. Date Action 1. Within one year of the Date Developer will construct eri(x of Agreement landscaping at a value not to" e intersection of TemesddL Cim consistent with Cityicorcept p; 2. Annually not later than Developer will submit Annual December 31, commencing December 31, 2013 3. Prior to the recordation of the Final Tract Map for Phase 1 I as shown on VTTM No. 35001 4. Prior to issuanc 250th residenti permit, but not 6/30/21 ..... 5. later 6/30/21 6. Prior to issuance ' the 750th residential buildmg permit, but not later`than 6/30/21 7. Prior to issuance of the 750 residential building permit, but not later than 6/30/21 s monument and associated !ed $25,000 at or near the Road and Lake Street and specifications Report will dedicate a'2.0 acre site for future Public Fire r to complete eoz s truction of Phase One Linear Park tents rn`accordance =with plans and specifications byC, �y and dedicate the 18.4 acres of the 38.8 acre posit $1 million in escrow established by future Public Fire and/or Police Facilities Developer to complete construction of Phase Two Linear Park Improvements in accordance with plans and specifications approved by City and dedicate the 20.4 acres of the 38.8 acre Turn -Key Linear Park Developer to complete construction of Neighborhood Park Improvements in accordance with plans and specifications approved by City and dedicate the 6.9 acre Turn -Key Neighborhood Park Amended and Restated Brighton Alberhill DA 101712 EXHIBIT "B" Page 82 of 85 8. Prior to issuance of the 750 residential building permit, but not later than 6/30/21 9. Prior to recordation of Final Tract Map for Phase 12 as shown on VTTM No. 35001 but not later than 6/30/21 Developer to complete construction of Trailhead Park Improvements in accordance with plans and specifications approved by City and dedicate the 3.1 acre Turn-Key Trailhead Park Developer will complete construction of the north one half street improvements in Nichols Road (120' R/W) adjacent to the County Property from the easterly project boundary of VTTM 35001 to the westerly boundary of VTTM 30836 Amended and Restated Brighton Alberhill DA 101712 EXHIBIT `B" Page 2 Page 83 of 85 EXHIBIT "C" FEESCHEDULE Fees listed are in amounts in effect as of the Date of Agreement and are exemplary only. Developer shall pay all existing and fixture citywide Development Impact Fees in such amounts as are in effect as of the date each building permit in the Alberhill Ridge Project is issued. FEE DESCRIPTION AMOUNT Park Capital Improvement Fund (Quimby) Satisfied by credits pursuant to Section 7.2(d) of this Agreement. If Developer fails to timely satisfy park completion/dedication requirements, Develgper shall pay Quimby fees in accorda ;with Section 7.2(d) Storm Drain Capital Improvement Fund Fee $8,635 /acre (Rice Canyon District) Traffic Impact Fee Single Family Residential $1`,369 /unit Multi- Family Residential $r59 /unit Commercial $ 3 84 /sq ft of enclosed space as determined by the City Building & MSHCP (after 2/1014, pursuant to Tri- Valley Transaction MOU dated 2/4/04) Residential, density < 8.0 units per acre $1,938 /unit Residential, density 8.1 -14 units per acre $1,241 /unit Residential, density > 14.1 units per acre $1,008 /unit Commercial /Industrial $6,597 /acre Amended and Restated Brighton Alberhill DA 101712 EXHIBIT "C Page 84 of 85 Fire Facility Impact Fee Single Family Residential Multi - Family Residential Retail Office Industrial Public Building Impact Fees City Hall Single Family Residential Multi- Family Residential (2 -4) Single Family Residential (5 +) Community Centers Single Family Residential Multi - Family Residential (2 -4) Single Family Residential (5 +) Marina Facilities Single Family Residential Multi - Family Residential (2 -4) Single Family Residential (5 +) Animal Shelter Single Family Residential Multi- Family Residential (2 -4) Single Family Residential (5 +) Kangaroo Rat Fee, if applicable Development Agreement ( "DAG ") Fees Amended and Restated Brighton Alberhill DA 101712 EXHIBIT "C" Page 2 $751 /unit $612 /unit $489/1000 sq ft $337/1000 sq ft $159/1000 sq ft $809 /unit $696 /unit $404 /unit $545 /unit $469 /unit $272 /unit $779 /unit $671 /unit $389 /unit $348 /unit $299 /unit $174 /unit $500 /acre $3000 /residential unit Page 85 of 85