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HomeMy WebLinkAboutOrd. No. 1993-956NO. 956 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT WITH EAST LAKE COMMUNITY BUILDERS WHEREAS, East Lake Community Builders ("ECB") and the City of Lake Elsinore have prepared the East Lake Specific Plan in accordance with Government Code Section 65456 et sec., providing land use entitlements for 3,000 acres of property to include a mix of residential, commercial and open space uses along with infrastructure and public service improvements ("Project") and the related Development Agreement attached as Exhibit "A" and incorporated herein by this reference, which is the subject of this Ordinance. East Lake is located along the eastern shoreline of Lake Elsinore and is generally bounded by Lakeshore Drive on the north, Mission Trail and Corydon Road on the east, the city boundary line on the south and the shoreline of Lake Elsinore on the west. Due notice of public hearings on the Specific Plan and the Development Agreement Application have been given and public hearings conducted thereon pursuant to State Planning and Zoning Law and local ordinances; WHEREAS, on May 5, 1993, the City Planning Commission held a duly noticed public hearing to consider the East Lake Environmental Impact Report ("EIR"), the East Lake Specific Plan and the Development Agreement, and following such public hearing, voted unanimously to recommend that the City Council (1) certify the Final EIR as meeting the requirements of the California Environmental Quality Act ("CEQA") and the CEQA Guidelines and as being complete and adequate, and (2) approve the East Lake Specific Plan; WHEREAS, the Planning Commission of the City of Lake Elsinore held a continued public hearing on the proposed Development Agreement between the City of Lake Elsinore and East Lake Community Builders on May 19, 1993, and found that the Development Agreement is consistent with the City's General Plan and recommended its adoption by the City Council; WHEREAS, the City Council held a duly noticed public hearing on May 25, 1993, for the purposes of certifying the Final EIR, considering the Specific Plan and considering the Development Agreement; WHEREAS, pursuant to CEQA, the Final EIR has been prepared, certified and considered by the City Council and has been found to adequately address the general environmental setting of the proposed Project, including the Development Agreement, and significant environmental impacts and the alternatives and mitigation measures related to each significant environmental effect to the proposed Project. The City Council has considered the information contained in the Final EIR prior to approval of the Project and the Development Agreement. The City Council has adopted Resolution No. 93-za which discusses all significant environmental effects and corresponding mitigation measures, together with the Facts, Findings and Statement of Overriding Considerations Regarding the Environmental Effects of the East Lake Specific Plan attached as Attachment "A" to Resolution No. 93-2s and incorporated herein by this reference ("Facts, Findings and Statement of Overriding Considerations"); WHEREAS, the establishment and implementation of the Specific Plan as submitted and adoption of the Development Agreement, under current circumstances, will not be detrimental to the health, safety, comfort or general welfare of the persons residing in the area of the Project; d1c019/22961/ODO/0511/ordlnan.2 WHEREAS, appropriate mitigation measures are incorporated into the Specific Plan and Development Agreement to ensure that the concerns identified at this level of planning will be resolved as part of the more detailed subdivision review process which must be completed before development may proceed; and WHEREAS, concurrently with the adoption of this Ordinance, the City Council has adopted Ordinance No. 955 adopting the East Lake Specific Plan; and WHEREAS, the City Council of the City of Lake Elsinore held a duly noticed public hearing on the Development Agreement on May 25, 1993, and found that (1) the Development Agreement is consistent with the City's General Plan and the East Lake Specific Plan and (2) the previously certified Final EIR prepared for the East Lake Specific Plan is adequate and complete for the Development Agreement; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE DOES HEREBY ORDAIN AS FOLLOWS: Section 1: All the facts set forth in the Recitals above of this Ordinance are true and correct. Section 2: The Final EIR has been prepared in compliance with CEQA and the CEQA Guidelines and further, the City Council has reviewed and considered the information contained in the Final EIR and the Mitigation Monitoring Program with respect to the Project and has determined it to be complete and adequate and in compliance with CEQA. As set forth in the Facts, Findings and Statement of Overriding Considerations attached as Attachment "A" to Resolution No. 93-ze and which are incorporated herein by this reference, all significant adverse impacts have either been mitigated to acceptable levels or have been found to have been overridden by economic, social or other benefits derived from the Project. Section 3: The Development Agreement between the City of Lake Elsinore and East Lake Community Builders, as set forth in Exhibit "A" hereto, is hereby approved. The Mayor is authorized to execute the Development Agreement and, following such execution, the City Clerk shall cause a copy thereof to be recorded with the Riverside County Recorder within ten (10) days. Section 4: The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published in the manner required by law. This Ordinance shall become effective upon the expiration of thirty (30) days from and after its passage. PASSED, UPON FIRST READING this 25th day of May 1993, by the following vote: AYES: COUNCILMEMBERS~ DDMINGUEZ, WINKLER, WASHBURN NOES: COUNCILMEMBERS: ALONGI, CHERVENY ABSENT: COUNCILMEMBERS: NONE ABSTENTIONS: COUNCILMEMBERS: NONE -2- d1c039/22961/000/0511/ordinan.2 PASSED, UPON SECOND READING this 8th day of June 1993, by the following vote: ~~ AYES: NOES: ABSENT: ABSTENTIONS: COUNCILMEMBERS CHERVENY, DOMINGUEZ, WINKLER, WASABURN COUNCILMEMBERS ALONGI COUNCILMEMBERS COUNCILMEMBERS "Ii"E T: 1 I KI L. KASAD, CITY CLERK APPROVED ,: Fi "~'O FORM AND LEGALITY: J HAR ER TY ATTORNEY -3- d1c019/22961/000/0511/ordinan.2 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE) I, VICKI KASAD, CITY CLERK OF THE CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the foregoing Ordinance was read for adoption on May 25, 1993, and was passed on June 8, 1993, by the following vote: AYES: COUNCILMEMBERS: CHERVENY, DOMINGUEZ, WINKLER, WASHBURN NOES: COUNCILMEMBERS: ALONGI ABSENT: COUNCILMEMBERS: NONE ABSTAIN: COUNCILMEMBERS: WINKLER ~:~~ CLERK CITY OF LAKE ELSINORE (SEAL) STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE) I, VICKI KASAD, CITY CLERK OF THE CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Ordinance No. 956 of said Council, and that the same has not been amended or repealed. D TED: June 14, 1993 _CKI KASA , ITY LERK CITY OF LAKE ELSINORE (SEAL) Goot W� RECORDING REQUESTED BY, AND cc WHEN RECORDED, MAIL TO.: t aa "aj N �O p �C AFTER RECORDlNG--- R- ETMRNnT0t __,...... CITY OF LA,aF E S� d.ORE' S► ,[ 130 SO. MAIN ST. e Cq : !w u siw u CA 92.430 ���` (Space Above for Record ' s Use)` DEVELOPMENT AGREEMENT BETWEEN THE CITY OF LAKE ELSINORE AND EASTLAKE COMMUNITY BUILDERS (Pursuant To Government Code Sections 65864 - 65869.5) CONTRACT /AGREEMENT # 969 i L. DESCRIPTION 4 1. Definitions. .......... 7 .................... 2. Exhibits. 7 3. Mutual Benefits. ...................... $ 3.1 Benefits to City. 8 3,2 Benefits to Developer. ..•••••• " 4, Interest of Develop ... 8 ............. 5. Binding Effect of Agreement. 8 6. Project as a Private undertaking. ..•........... 7. Term . ................. ............................... 9 S. Annexation of Additional Parcels• ................. 9 .... 9. Changes in Project . ............ 10. Hold Harmless. 10.1 By Developer. . ........:...................... 10 10.2 By City . ............. 11. Nested Right. ............. 11.1 No Conflicting-Enactments. 11 11.2 Intent of Parties. ..... 12. General Development of the Project . ............. ...... 11 ... 12 12.1 Project- ................ 12.2 Phasing and Timing of Development. Regulations. 13 12.3 Effect of Agreement u 13 12.4 Administrative Changes and Amendments. 12.5 Financing of Public Facilities •and/or 14 .... Services. Reimbursement 12.6 Public Services and•Facilities; ...... 16 Agreements. ..,.....•..... 12.7 Other Governmental or Quasi - Governmental ... ....... .•..,. 17 Permits. ........... ........ -i- dlc019 /22961 /00010020 /developmnt 06 -03 -93 -ii- d1c019/22961 /000 /0020(developmnt 06 -03 -93 28 28!5_752 17 12.$. Development Agreement Fee ••':....'..:......... ... ..... 18 12.9 Assessments and Fees. .... ......... Impact Analysis. ••..........., 19 19 19 12.10 Annual Fiscal Economic /Feasibilty Study. 20 12.11 Lake ....... 12.12 Subsequent Actions. ....................... ........... Regulations and Official Policies. ..... ..... 20 13. Rules, 13.1 New Rules. •... •.........•.ovals.•............ 21 13.2.Subsequent Actions and App .........., 21 13.3 State and Federal Laws. ..... ,.. .•. Cancellation of Agreement. ............ 21 14. Amendment or 15. Enforcement . ......................... Review of Compliance With Agreement. ...... 22 16, Periodic ....... 22 17. .Events of Default. ................................. 17.1 Default by Developer• ....• ................... 23 17.2 Default by City. ...•...•.. ........... 23 17.3 Specific Performance Remedy. •••••• 18. Institution of Legal Action . ............. ......... 24 19• Waivers and Delays. ....................... 24 19.1 Waiver . .......... ...• .... .................. 24 . ................ 19.2 Third Parties . ............1 . '.••....,•,,,,,,, 25 • 19.3 Force Majeure. ............................... 20. Notices . ..... ......... 25 21. Attorneys, Fees .... .... ................. . 26 22. Transfers and Assignments . ......................... 26 22.1 Right to Assign . .... • ...... ..... ........ 26 22.2 Release Upon Transfer. ..•• .................. the Event of Legal Challenge• 23. Cooperation in 27 Domain. .............I............. 24. Eminent •'• " ' 27 25. Authority to Execute. .. ......•••.. ' .............. 27 26. Recordation . ........ ............................... -ii- d1c019/22961 /000 /0020(developmnt 06 -03 -93 285 ,75Z d1c019 /22961!00010020 /deve7opmnt 06 -03 -93 ..... 27 27.' Ho ......•........ Protection of Mortgage Holders. .......... 28 28. 29. SeverabilitY of Term ....... endment to Authorizing Statute. ...... Subsequent Am ...... 28 28 30. Interpretation and Governing Law. ............ 28 31. 32, 33. ... .......................... Section Headings. .. ... .,,.... Incorporati on of Recitals and Exhibits. ............ Rules of Co nstruction and Miscellaneous Terms ....... .1 Gender. ...................:..•.... ..... 33.2 Time of Essence. ............ ... `! ...... 33 erasion. ...................... 33.3 Coop ... . 28 •... 29 29 29 d1c019 /22961!00010020 /deve7opmnt 06 -03 -93 DE�IELOPMENT AGREEMENT 285'752 o Government Code (pursuant T-5864 - 65869.5) Sections entered is MENT t Ag E COMMUNI' and GREE EASTLAK between ship (,,Developer er }► and This DEVE LOPM�99 ed partner anized oration „ t �JVC,,n a limited corpora Ci Y } . into on Californi a municipaof California fed to herein a E ELSINOR o� the State referr B he C� CITY s colleCtivelY under itY are sometimes existing and C a5vthe Parties . „ R E C I T A L S the following facts redicated uPon taro capital”' A reement is P and utilize cer Parties This g refer to ent. The P use in this Agreem'unction with the These Recitals ref conk ed ed terms why -rhto those l definitions !n .5 ( „Develop” i d to refer Recitals' 65869 intend in these Reci 65864 into binda.ng thereof Code Sections to enter equitable city .to legal or arty► g. Government authorize the having t of such Prop rt t Law ) with persons men fanning P meat Agreemen eements the devetyoe public planning plan - ent al property for thening comp develOP of streng ation and development• all for the purpose xivate partica such e Of Code urag costs to Government C cess►a d reducing Pthe economic uxsuant ping Eement -s adopted P C. This Agr and the Lake 658b5 �-.- se DeveloPEr an et �' Section the City`„ entered �-nt° d on A ril 23► 19nc „Agency } ent as amende u' ve D. O evelopment ASEOt sting Agreem Restated Excl re Redevelopment Neg mended and j providing A envy in Elsina planning lay. a First ant EPNA the City and and EXCIus e 2�r 1992 Agxeem assist lan1l Decemb and Negotiating er would comprehensimi Px ject s plan k by which D�feundertaking on of a preli frame oafs implementa Develop The EPN men A meeting their effort for the East End II and IIi• d�velopmEnt Plan 1Kno prQaect Area Nos Develapmen Redevelop er entered „A„ , and Develop withl n Red as Exh�b1t 1992 the City amework an attached 2, to mental and heaProposed On Dece afeUnderstanding t E . ous gover s Ex Memorandum vari its required £oa a- ----"" eloper into a for Process ng and Perm is attache and Develop schedul ental pprovals MOU toy lemen the governm „City MO-0 ) ' 992 the city the gg � 'p t A15oe� December 4 m of Understanding d1c01912296110001 entered into f mework for 285752 provisions of the EPNA by establishing the ra preparation of a Disposition and Development Agreement("DDA") between the Agency and Developer ( "Agency MOU "). The Agency MOU is attached as Exhibit "C "• F. The Developer's Property which is subject to this Agreement and the Annexable Parcels which may abeeco e subdect to this Agreement pursuant to Section 8, below, land consisting of approximately 3,000 acres located within within Redevelopment Project Areas NoecificaPdlanlaso more tparticularly the area encompassed by the Sp the „property "). As of the shown on attached Exhibit D ( parcels awned by Agreement Date, the Property consists of 551 p 322 separate land owners, including a 644.27 acre parcel known as the Lehr Option Property for which the Agenc holds annoption to acquire pursuant to the Lehr Op Agreement defined. Developer is the equitable owner of the Developer's Property described on Exhibit "E". Notwithstanding the foregoing, the terms of this Agreement shall be binding upon and shall inure to the benefit of only those lands within the Property in which the Developer has acquired a legal or equitable interest and which have been annexed into this Agreement as further provided in Section 8, below, after the Agreement Date. G. As contemplated by the EPNA, City MOU and Agency MOU, the City, the Agency and Developer will engage in a joint public /private participation to plan and develop the Property. In addition to the acquisition, planning and development of the Lehr Option Property, the Agency may, but is not obligated to acquire, by purchase or by its power of eminendomain, alter lands within the boundaries of the Property, subject applicable laws, statutes and ordinances and policies of the Agency. H. The Parties propose to develop the Property as a large scale phased master planned community to be known as East Lake, in accordance with the Development Plan as hereinafter defined in Section 1.10 (the "Project "). The Project is capital intensive, especially in its initial phases requiring major investment in public facility and on -site and off -site improvements prior to the construction and sale of housing in order to make the Project economi -cally and fiscally feasible. I. Developer has applied for, and City has, prior to approval of this Agreement, adopted and approved the Development Plan, (as defined in Section 1.10, below) in order to protect the interests of its citizens and the quality of the community and environment through the specific plan process (Government Section 65450 et seq.) As part of that process of approving the Development Plan, City has undertaken, pursuant to the California Environmental Quality Act ( "CEQA"), the required -2- did 19 /22961 /000 /00201deveIopmnt 06 -03 -93 285752 analysis of the environmental-effects imposed eafserieshofhmitigationCmeasures the Project. City has in connection with the insignificancet many rsignificant 1adverse or reduce to a level of impacts caused by the Project. As to those significant adverse impacts which cannot be elo in �ehanradQpteddatstatement of insignificance, the City overriding considerations Projeattautweigh thosensignificant the beneficial aspects of the adverse impacts which cannot be eliminated 3the City eCouncilyof City mitigation measures. On May 25, 199 in the environmental adopted Resolution No. 93 -28r certifying impact report ( "EIR ") prepared for the Project as being complete and adequate and complying with CEQA. J. On May 25, 1993, the Redevelopment Agency of the City of Lake Elsinore ( "Agency ") adopted the Disposition and Development Agreement attached as Exhibit "F" by Resolution No. D eve sition and and the City Council adopted such Dispo Development Agreement by Resolution No. 93 -29. K. On June 8, 1993, the City EastCouncil LakeaSpecifiarPla.nnce No. 955, approving and adopting the L. Developer has requested City to consider entering into a development agreement relating to the Project and proceedings have been taken in accordance with City's rules and regulations. M. On June 8, 1993, the City Council of City adopted Ordinance No. 956, approving this Agreement with Developer. N. The DevlomGeneralnPlanldescribedeinothe East Lake policies of the City's Specific Plan referred to in Sections 1.10 and 1.20, below, an provides balanced and divseoflthe environmentewithinaCityln the overall quality of life and and to impose appropriate requirements with respect to land development and usage. O. City has found and determined that the execution of this Agreement is in the best interest of the public safety and general residents adopting this Agreeme police power. P. The City Conca Plan, �nist consistent gwi e ththe by incorporating the Development City's General Plan. .,3_ d1c019/22961/000 /0020 /developmnt 06 -03 -93 285752 The parties agree as follows: 1. Definitions.. 1.1 "Agency" is the Redevelopment Agency of the City of Lake Elsinore. 1.2 "Agency MOU" is that certain Memorandum of Understanding dated December 22, 1992 among the Agency, the City and Developer, which Agency MOU is attached as Exhibit "C ". 1.3 "Agreement" is this Development Agreement. 1.4 "Agreement Date" is the date this Agreement is approved by the City Council. 1.5 "Annexable Parcel" is any parcel of land located within the Project Area which is not, as of the Agreement Date, subject to this Agreement, but in which Developer acquires a legal or equitable interest following the Agreement Date and which Developer seeks to annex the parcel to, be made a part of and subject to this Agreement following the Agreement Date pursuant to Section 8, below. 1.6 "Build -Out Phasing Plan" means a plan to be prepared by Developer showing the intended build -out schedule of the Project. The Build -Out Phasing Plan as more particularly discussed in Section 12.2, below, shall be advisory only and shall not be binding on Developer. 1.7 "City" is the City of Lake Elsinore, California. 1.8 "City MOU" is that certain Memorandum of Understanding between the City and Developer dated December 22, 1992, and which City MOU is attached as Exhibit "B ". 1.9 "DDA" is that certain Disposition and Development Agreement between the Agency and Developer approved by the Agency on even date herewith and attached as Exhibit "F". 1.10 "Development Plan" is all of those ordinances, resolutions, codes (except as provided in Section 13.1(c )}, and adopted rules, regulations and official policies of City governing the development and use of the Property as of the Agreement Date, including, without limitation, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, the provisions -4- dicOF9122961 /000 /0020 /developmnt 06 -03 -93 285'752 for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifi- cations applicable to the development of the Property, and all of those permits and approvals which are referenced on Exhibit "G" which have been issued or granted by City in connection with any of the foregoing. Specifically, but without limitation, such Development Plan includes the East Lake Specific Plan (as hereinafter defined in Section 1.18, below) allowing the construction of 9,000 residential dwelling units, 8,309 of which are located on 1,241.5 acres of the Property designated residential and 691 of which are located on areas designated mixed -use (commercial) or special alternative use, 217 acres of commercial uses, 197 acres of airport use area, 58.5 acres of alternative special use, 1,111 acres of open space uses and 175 acres of roads. The Development Plan is divided into three districts, the Marina District, the Lakeside Resort and the Recreation Village, which each feature a distinct focus or theme oriented primarily around water or other recreational amenities and each of which is functionally and financially independent. The Development Plan also includes 7 elementary schools on 70 acres, one junior high school (20 acres), two golf courses (347 acres), three marinas (26.5 acres), a multihabitat corridor (306 acres), parks (216.5 acres) and natural open space (55 acres). To the extent any of the foregoing are amended from time to time with the consent of Developer, the "Development Plan" shall include such matters as so amended. Notwithstanding the immediately preceding sentence, if this Agreement is required by law to be amended in order for the "Development Plan" to include such amendments, the "Development Plan" shall not include such amendments unless and until this Agreement is so amended. 1.11 "Developer" is Eastlake Community Builders, a California limited partnership and any owner of any Annexable Parcel of land which is hereafter annexed into this Agreement pursuant to Section 8, below, and their respective successors in interest to all or any part of the Property. 1.12 "Developer's Property" is those portions or parcels of the Property under the direct legal or equitable ownership of Developer as described on Exhibit "E ", including but not limited to the Lehr option Property, and any Annexable Parcel under the direct legal or equitable ownership of Developer which is annexed to, made a part of and subject to this Agreement pursuant to Section 8, below. 1.13 "Effective Date" is 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) the certification of the results of a referendum election are declared approving this Agreement if a referendum petition is filed within the -5- dlc019/22961 /000 /0020 /developmnt 06 -03 -93 285752 applicable period. Notwithstanding the foregoing, as to any Annexable Parcel which are annexed into this Agreement following the Agreement Date pursuant to Section 8, below, then the "Effective Date" as to each such Annexable Parcel is the later to occur of (i) the expiration of the time for filing a referendum petition relating to the annexation into this Agreement of such Annexable Parcel, or (ii) the certification of the results of a referendum election are declared approving the annexation of such Annexable Parcel into this Agreement if a referendum petition is filed within the applicable period. 1.14 "EPNA'" is that certain Exclusive Planning and Negotiating Agreement dated April 23, 1991 between the City, the Agency and Developer as amended on December 22, 1992 by a First Amended and Restated Exclusive Planning and Negotiating Agreement. 1.15 "Lehr Option Agreement" is that certain Amended and Restated Option Agreement Under Threat of Condemnation dated as of March 26, 1992, entered into by and between Agency, as Optionee, and Peter J. Lehr, Sr., and Ernestine V. Lehr, co- trustees of the Lehr Family Trust dated June 18, 1989, as amended on March 20, 1991, by First Amendment to and Complete Restatement of the Lehr Family Trust dated June 18, 1989, and Lehr Children Partnership, a California general partnership, collectively as Optionor, as that Lehr Option Agreement may be amended from time to time in accordance with the Agency MOU. 1.16 "Lehr Option Property" is the approximately 667.27 acres of real property covered by the Lehr Option Agreement. 1.17 "Project" is the proposed development of the Property included within the Development Plan and associated amenities, including, without limitation, on -site and off -site improvements contemplated by the Development Plan, as the same may be further defined, enhanced or modified pursuant to the provisions of this Agreement. 1.18 "Project Area" is all of that property located within the East Lake Specific Plan area as therein described. 1.19 "Property" is the real property on which the Project is, or will be, located as described on Exhibit "D ". 1.20 "Specific Plan" is the East Lake Specific Plan adopted by City Council Ordinance No. 955 on June 8, 1993, pursuant to Government Code Section 65450 et sec.., as referred to in Section 1.10 above. M dlc019 /22961100010020 /developmnt 06 -03 -93 2 . Exhibits . 285752 The following documents are referred to in this Agreement, attached hereto and incorporated herein by this reference Exhibit Designation W Description First Amended and Restated Exclusive Planning and Negotiating Agreement between the City, the Agency and Eastlake Community Builders dated December 22, 1992 B Memorandum of Understanding between the City and Eastlake Community Builders dated December 22,1992 ("City MOU ") C Memorandum of Understanding between the Agency, the City and Eastlake Community Builders dated December 22, 1992 D E F G H I 3. Mutual Benefits. Map Showing Specific Plan Area Legal Description of Developer's Property Agency Disposition and Development Agreement Permits and Approvals Constituting Development Plan Benefits to the City Notice of Annexation of Annexable Parcel to Development Agreement This Agreement is entered into for the purpose of carrying out the Development Plan for the Project in a manner that will insure certain anticipated benefits to both City, including, without limitation, residents of City, and Developer -7- dlc019/22961/000 /0020 /developmnt 06 -03.93 285752 as set forth in this Section. City and Developer agree that, due to the size and duration of the Project, certain assurances on the part of each party as to the Project will be necessary to achieve those desired benefits. 3.1 Benefits to City. The benefits to City (including, without limitation, the residents of City) under this Agreement include, but are not limited to those set forth in Exhibit "H ". 3.2 Benefits to Developer. Developer has expended and will continue to expend substantial amounts of time and money on the planning and infrastructure construction of the 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 Project. 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 that Developer will preserve the right to develop the Property as planned and as set forth in the Development Plan. 4. Interest of Developer. Developer represents that Developer has a legal or equitable interest in the parcels comprising the Property subject to this Agreement. 5. Binding Effect of Agreement. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. 6. Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the 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 IM d1c019 /22961 /000 /0020 /developmnt 06 -03 -93 other association of any kind is formed by this only relationship between City and Developer is government entity regulating the development of by the owner of such Property. 7. Term. z�srr�� Agreement. The that of a private property The term of this Agreement shall commence upon the Effective Date and shall continue until all permits and approvals required to complete the development of the Project as contemplated by the Development Plan have been issued, provided that in no event shall such term exceed twenty (20) years fol- lowing the Effective Date of this Agreement as to those lots or parcels of the Property under this Agreement, if any, for which a grading or building permit has either not been issued or has otherwise expired. 8. Annexation of Additional Parcels. Following the Agreement Date, the Developer, upon acquiring a legal or equitable interest in any Annexable Parcel, may make application to the City for such Annexable Parcel to be annexed to, made part of and subject to this Agreement. The application for annexation of the Annexable Parcel shall be on a form approved by the Community Development Director and the City Attorney. Within thirty (30) days after such application is filed with the City, the City Planning Commission shall hold a noticed public hearing pursuant to Government Code Section 65867 on the intention of the City to annex the Annexable Parcel to this Agreement. Within twenty (20) days following action by the City Planning Commission, the City Council shall hold a noticed public hearing pursuant to Government Code Section 65867 to consider its intention to annex the Annexable Parcel to this Agreement. If the City Council determines to annex such Annexable Parcel, then both the City and the Developer shall execute and cause to be recorded with the Office of the County Recorder, a Notice of Annexation of Property to Development Agreement in the form attached as Exhibit "I" within thirty (30) days after final action by the City Council. 9. Chanaes in Project. Developer shall not be entitled to any change, modification, revision or alteration in the Development Plan relating to the permitted uses of the Property, the density or intensity of use, the maximum height and size of proposed buildings or the provision for reservation or dedication of land for public purposes without review and approval by those dlc019/22961 /000 /0020 /developmnt 06 -03 -93 285752 agencies of City approving the Development Plan in the first. instance. Subject to the foregoing provisions of this Section 9, City acknowledges that Developer may seek new entitlements to use and amendments to- entitlements to use in connection with the development of the Project. The approval of any changes in the Project as set forth in this Section 9 shall be in the discretion of the City and shall be effectuated as set forth in Section 12.4, below. 10. Hold Harmless. 10.1 By Developer. Developer shall hold City and Agency, its officers, agents, employees, partners and representatives harmless from liability for damage or claims for damage for personal injury, including death and claims for property damage, which may arise from the activities of Developer or those of Developer's contractors, subcontractors, agents, employees or other persons acting on Developer's behalf which relate to the Project. Developer shall defend City and Agency and its officers, agents, employees, partners and representatives from actions for damages caused or alleged to have been caused by reason of Developer's activities in connection with the Project. 10.2 By City. City.shall hold Developer, its officers, agents, employees, partners and representatives harmless from liability for damage or claims for damage for personal injury, including death and claims for property damage, which may arise from the activities of City or those of City's contractors, subcontractors, agents, employees or other persons acting on City's behalf which relate to the Project. City agrees to and shall defend Developer and its officers, agents, employees, partners and representatives from actions for damages caused or alleged to have been caused by reason of City's activities in connection with the Project. 11. Vested Right. By entering into this Agreement and relying thereon, Developer is obtaining a vested right to proceed with the Project in accordance with the Development Plan, but subject to any remaining discretionary approvals required in order to complete the Project as contemplated by the Development Plan (which discretion shall be exercised in accordance with the Development Plan). By entering into this Agreement and relying thereupon, City is securing certain public benefits which help ME d1t019/22961 /000 10020 /developmnt 06 -03 -93 to alleviate potential problems in City and enhance the public health, safety and welfare. City therefore agrees to the following: 11.1 No Conflictin Enactments. Neither the City Council of City nor any other agency of City shall enact an ordinance, policy, rule, regulation or other measure applicable to the Project which re- lates to the rate, timing or sequencing of the development or construction of all or any part of the Project or which is oth- erwise in conflict with this Agreement. 11.2 Intent of Parties. In addition to and not in limitation of the foregoing, it is the intent of Developer and City that no moratorium or other limitation (whether relating to the rate, timing or sequencing of the development or construction of all or any part of the Project and whether or not enacted by initiative or otherwise) affecting parcel or subdivision maps, building permits, site development permits, special use permits, site development permits, occupancy certificates or other entitlements to use approved, issued or granted within City, or portions of City, shall apply to the Project to the extent such moratorium or other limitation is in conflict with this Agreement. Notwithstanding the foregoing, should an ordinance, general plan or zoning amendment, measure, moratorium, policy, rule, regulation or other limitation enacted by citizens of City through the initiative process be determined by a court of competent jurisdiction to invalidate or prevail over all or any part of this Agreement, Developer shall have no recourse against City pursuant to this Agreement, but shall retain all other rights, claims and causes of action at law or in equity which Developer may have independent of this Agreement. The foregoing shall not be deemed to limit the Developer's right to appeal any such determination of such ordinance, general plan or zoning amendment, measure, policy, rule, regulation, moratorium or other limitation which purports to invalidate or prevail over all or any part of this Agreement. City agrees to cooperate with owner in all reasonable manners in order to keep this Agreement in full force and effect. 12. General Development of the Project. 12.1 Project. While this Agreement is in effect, Developer shall have a vested right to develop the Project in accordance -11- dlc019 /22961 /000 /0020 /developmnt 06 -03 -93 285752 with the terms and conditions of this Agreement, and in accordance with, and to the extent of the Development Plan, but subject to any remaining discretionary approvals required in order to complete the Project as contemplated by the Development Plan (which discretion shall be exercised in accordance with the Development Plan) and City shall have the right to control the development of the Project in accordance with the terms and conditions of this Agreement. Except as otherwise specified in this Agreement, the Development Plan shall control the overall design, development and construction of the Project and all on- site 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 caused by the Project. The permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, the provisions for reservation and dedication of land for public purposes and other terms and conditions of development applicable to the Property shall be those set forth in the Development Plan. Notwithstanding the foregoing, the City shall not impose any architectural standards or require any architectural, design review or similar approvals to be obtained from the City, other than those set forth in the Development 'Plan, for any residential portions of the Project. The City acknowledges that any additional architectural standards shall be imposed at the discretion of Developer or individual developments within the Project. 12.2 Phasing and.Timing of Development. The parties acknowledge that although Developer currently anticipates that the Project will be phased and constructed generally in five increments over an approximate fifteen (15) year time frame in accordance with the Build -Out Phasing Plan, at the present time Developer cannot predict when or the order in which Project phases will be developed. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, competition and other similar factors. To the extent permitted by the Development Plan and this Agreement, Developer shall have the right to develop the Project in phases in such order and at such times as Developer deems appropriate within the exercise of its subjective business judgment, so long as the Project is constructed as an integrated master planned development as contemplated by the Development Plan. City agrees that Developer shall be entitled to apply for and City shall process tentative maps, vesting tentative maps, parcel maps, final maps, site development permits, special use permits, -12- dlc019/22961 /000 /0020 /developmnt 06- 03' -93 285752 building permits, occupancy certificates and other entitlements to use as provided by the Specific Plan or other applicable City ordinances at any time, in as expeditious a manner as possible, provided that such application is made in accordance with the Development Plan. Notwithstanding the foregoing, the Parties acknowledge various planning areas of the Project are functionally and financially independent and that development scheduled for areas located above the ordinary high water mark ( "OHWM ") may proceed and be completed prior to and not contingent upon approval by the United States Environmental Protection Agency ( "EPA ") or the United States Army Corps of Engineers of any required permits or approvals for lands within the Project Area located below the OHWM. 12.3 Effect of Agreement on Land Use Regulations. The adopted ordinances, resoutions, codes, rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings and the design, improvement and construction standards and speci- fications applicable to development of the Property are those adopted ordinances, resolutions, codes, rules, regulations and official policies in force as of the Agreement Date. In connection with any approval which City is permitted or has the right to make under this Agreement relating to the Project, or otherwise under its rules, regulations and official policies, City shall exercise its discretion or take action in a manner which is as expeditious as possible and which complies and is consistent with the Development Plan and the standards, terms and conditions contained in this Agreement, and in a manner which will not interfere with the development of the Project for the uses and to the height, density and intensity specified in this Agreement or with the rate of development selected by Developer. City shall accept for.processing and timely review and act on all applications for further land use entitlement ap- provals with respect to the Project called for or required under this Agreement in as expeditious a manner as is possible. Such application shall be processed in the normal manner for process- ing such matters. 12.4. Administrative Changes and Amendments. The parties acknowledge that refinements and further development of the Project may demonstrate that changes are appropriate with respect to the details and performance of the parties under this Agreement. The parties desire to retain a certain degree of flexibility with respect to the details of the Project development and with respect to those items covered -13- dlc019 /22961 1000 /0020 /developmnt 06 -03 -93 I in general terms under this Agreement. If and when the parties find that changes or adjustments are necessary or appropriate, they shall, unless otherwise required by law, effectuate such changes or adjustments through administrative amendments approved by the City Planning Director or designee, after execution, shall be attached hereto as an addenda and become a part hereof, and may be further changed and amended from time to time as necessary, with approval by City and Developer. Any such administrative changes or amendments shall not be deemed to be an amendment to this Agreement under Government Code Section 65868, and unless otherwise required by law, no such administrative amendments shall require prior notice or hearing. 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: (a) Alteration of the permitted uses of the 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 Planning Director or designee; and (e) Any amendment or change requiring a subsequent or supplemental environmental impact report pursuant to Public Resources Code Section 21166. 12.5 Financing of Public Facilities and/or Services. The City and the Developer will in good faith use their best efforts to establish one or more community facilities districts, assessment districts, improvement districts, acquisition districts or other public financing mechanisms including, without limitation, one or more community facilities districts pursuantto the Mello -Roos Community Facilities Act of 1982, as set forth in Government code. Section 53311 et seq.- or a 1972 Act Landscaping and Lighting District for the purpose of financing the planning, design, construction and acquisition of public facilities, including related fees and..the acquisition of land therefor required by the Project, to the maximum extent legally and financially feasible. The Parties expect that bonds, -14- dlc0I9/2296I /000 /0020 /developmnt 06 -03 -93 285 ,752 assessments, liens or other such financing mechanisms will be issued or levied to provide sufficient funds for the foregoing purposes. City and the Developer agree that, without the consent of the City, the portion of average appraised real property values of developed product in the Project allocated to real property taxes and aggregate public debt service may go up to but will not exceed 2% of average appraised real property values of developed product in the Project, and may exceed 2% of average appraised real .property values only upon the mutual consent of City and Developer. Although the parties will in good faith use their best efforts to maximize the extent that structures, improvements and facilities comprising the Project will be financed through the use of such public financing mechanisms, the parties acknowledge that it may not be legally or financially feasible to finance all of such structures, improvements and facilities through the use of such public financing mechanisms. Therefore, to the extent that the public improvements or public services required by the City with respect to the Project are in excess of the needs and demands of the Project and will be utilized by other existing or future developments, the City will use its best efforts to cause such existing or future developments to contribute to the costs of such public improvements and public services (including, without limitation, by participating in one or more community facilities districts, assessment districts, improvement districts, maintenance districts or other similar public financing mechanisms or by City establishment of facilities fee programs) and, from the funds which are generated by such public financing mechanisms, cause appropriate reimbursement, including interest at the legal rate, to be made to the Developer. The City acknowledges that completion of proceedings to establish one or more of such public financing mechansims is critical to provide the parties with security for the performance by the Developer of its obligation to cause the development of the Project to occur. The Developer understands that the City has formed a joint powers authority under the Marks -Roos Local Bond Pooling Act of 1985 known as the Lake Elsinore Public Financing Authority, and that City policy requires all public financing within the City to be funded through the Authority, provided that the City policy shall not preclude the formation of community facilities districts by the school districts or water district having jurisdiction in the Project. -15- dit019/22961 1000 /0020 /developmnt 06 -03 -93 285'752 12.6 Public Services and Facilities; Reimbursement Agreements. 12.6.1 Construction of Facilities and Provision of Public Services. As provided by the Specific Plan, the Project provides for an integrated roadway system, and public facilities including water and sewer facilities, parks, schools, storm drain, police protection and fire protection. The construction and installation of such facilities and infrastructure improvements by the Developer and the phasing thereof shall be subject to City review and approval at the time that tentative tract maps are submitted for applicable areas of the Project. With respect to public parks to be dedicated within the Project Area, Developer shall install all park improvements and dedicate to the City such public parks fully improved, subject to design review by the City. The precise layout and design of facilities located within each public park shall be determined by a consultant retained by Developer and approved by the City and the City shall approve such design within sixty (60) days following recordation of the tract map in which such public park is located; provided, however, that the costs of such park improvements shall not exceed the amounts set forth in Attachment 4 to the DDA. Construction and installation of infrastructure and other public improvements shall be phased with the development of the Project pursuant to the phasing plan contained in the Specific Plan; provided, however; that Developer shall only be required to pay in -lieu fees for applicable improvements until the one - thousandth (1000th) residential dwelling unit has been constructed in the Project Area, and thereafter installation of such infrastructure improvements shall be required. In addition to constructing and installing the infrastructure improvements necessary for the Project, Developer shall also participate in the proposed Bridge and Thoroughfare Fee Progam and pay, on a fair share basis, fees to be imposed under such plan. Notwithstanding anything to the contrary contained herein, the provisions of the Agency MOU and the DDA providing for the construction and financing of certain infrastructure items contained therein shall be controlling over any contrary provisions contained in this Agreement relating to such infrastructure items and the financing thereof. City retains the right to adjust, modify or change park, recreation or public facilities designated on Attachment 4 to the DDA to meet the needs of the public so long as the costs associated therewith do not exceed the proposed costs of facilities within each applicable phase. -16- dlc019/22961/000 10020 /developmnt 06 -03 -93 285,752 12.6.2 Reimbursement Agreements; Specific Plan Fees. To the extent that Developer, at City's request, constructs, installs or otherwise provides financing for public facilities or other infrastructure improvements not required to serve the Project and benefiting lands within the City outside the Developer's Property, City shall adopt such ordinances as are necessary to create a benefit district by which a fee, assessment or charge will be imposed upon such other properties and reimbursed to Developer for the pro -rata share of the benefits conferred upon such lands other than Developer's Property by such public facilities or infrastructure improvements and shall enter into a reimbursement agreement with Developer pursuant to such ordinance, setting forth the mechanism for the repayment of such costs to the Developer. in addition to reimbursements to Developer as provided above, City shall, pursuant to Government Code Section 65456, adopt such ordinances or resolutions as are necessary to impose a Specific Plan fee on developers of property within the Specific Plan area, other than Developer's Property, to defray the costs of preparing, adopting and administering the Specific Plan and any other special studies which are required, and City shall reimburse to Developer upon collection of such Specific Plan fees, the Developer's proportionate share of costs in preparing and adopting the Specific Plan pursuant to the EPNA, Agency MOU and DDA. 12.7 Other Governmental or Quasi - Governmental Permits. Developer shall apply for such other permits and approvals as may be required by other governmental or quasi - governmental agencies having jurisdiction.over the Project (such as public utilities or utility districts, or other agencies such as the California Department of Fish and Game, United States Environmental Protection Agency or United States Army Corps of Engineers) as may be required for the development of, or provision of services to, the Project under the Development Plan. City shall cooperate with and assist Developer in obtaining such permits and approvals, and, where necessary in making application for such approvals or permits. 12.8 Development Agreement Fee. At the time of issuance of a residential building permit for construction within the Property, the applicant for such permit shall pay to the City a Development -17- dlc019 /22961 /000 10020 /developmnt 06 -03 -93 285'752 Agreement Fee ( "DAG Fee ") in an amount per residential unit as shown below. The amount of the DAG Fee payable for each residential building permit will be determined by the number of residential building permits issued prior to the date that the applicable residential building permit is issued. Number of Residential Building Permits Issued 00000 to 2,250 2,251 to 4,500 4,501 to 6,750 6,751 to 9,000 DAG Fee Amount $1,000 per unit $2,000 per unit $3,000 per unit $4,000 per unit The DAG Fee will constitute the sole DAG Fee that an applicant for a residential building permit for a residence to be constructed on Developer's Property will be required to pay. Non - residential development shall be exempt from payment of any DAG Fee. The DAG Fee will be used at the City's discretion to fund the cost of public capital facilities and improvements including, without limitation, park facilities, recreation facilities and municipal buildings, regardless of the location of those facilities or their benefit to the Project. Upon request by the Developer, the City will provide the Developer with a periodic accounting setting forth the amount of the DAG Fee levied and collected by the City pursuant to this Agreement. 12.9 Assessments and Fees. Other than the proposed City -wide Bridge and Thoroughfare Fee Progam referred to in Section 12.6.1 above, the City shall not, without the prior written consent of Developer, impose any assessment or fee applicable to the development of the Project or any portion thereof, or impose any fees as a condition to the implementation of the Project or any portion thereof, except those assessments and fees in effect on the Agreement Date. Notwithstanding the foregoing, fees payable to City shall be at rates applicable on the date the fee is due and payable. However, nothing in this Agreement will prohibit the adoption.and application of (i) a special tax approved by the City's voters, provided that such tax is imposed on a City -wide basis for City -wide or general plan facilities and provided that equitable credits are provided for any such facilities that have been or will be provided by Developer or the Project through C �'-M d1C019/22961/000 /0020 /developmnt 06 -03 -93 other means, or (ii) future City -wide Development adopted in accordance with Government Code Section et spec,., and provided that appropriate credits are fee -- financed facilities that have been or will be Developer or the Project through other means. 12.10 Annual Fiscal Impact Analysis. Impact Fees 283752 66000 provided for provided by During Phase I of the Project only, Developer, as part of the annual Periodic Review pursuant to Section 16, below, shall prepare a Fiscal Impact Report ( "FIR ") detailing the impact of the Project on the City's General Fund. During Phase I of the Project, only, the applicant for a building permit for a residential dwelling unit in the Project shall deposit with the City the amount of Two Hundred Ten Dollars ($210) to defray any negative impact on the City's general fund caused by the developmentof the Project ( "Fiscal Impact Deposit "). If the FIR for a particular year demonstrates a negative impact on the City's general fund for the proceeding year caused by development of Phase I of the Project, then City shall retain all or a portion of the Fiscal Impact Deposit calculated as follows: Negative Impact of Phase I of Retained Portion Project on General Fund in of Fiscal Impact Dollars - Deposit (Not to Number of Residential Exceed $210 per Dwelling Units Constructed in Unit) Preceding Year Within sixty (60) days after the City Council has considered the FIR, City shall refund to each applicant for a building permit in the preceding year, the difference between Two Hundred Ten Dollars ($210) Fiscal Impact Deposit and the portion of the Fiscal Impact Deposit retained by the City. 12.11 Lake Economic / Feasibilty Study. Within five (5) years after the Agreement Date, Developer shall deposit with City the amount of One Hundred Fifty Thousand Dollars ($150,000) ( "Special Deposit ") to reimburse City for the costs incurred to prepare the Lake Economic /Feasibility Study ( "Special Study "). Prior to Developer making the Specaal Deposit, City shall provide an accounting of the actual costs of preparing the Special Study. If the actual costs incurred by City are less than One Hundred Fifty Thousand Dollars ($150,000), then the Special Deposit -19-- d1c019 /22961 /000 /0020 /developmnt 06 -03 -93 shall be reduced accordingly. If, however, the cost of the 285752 Special Study exceeds One Hundred Fifty Thousand Dollars, Developer shall not be required to pay any amount in excess thereof. 12.12 Subsequent Actions. City manner as is Possible for aprocessing psuch s expeditious matters, any necessary entitlements to use, including vesting tentative tract maps, Y tentative tract maps, parcel maps, final maps, site development Permits, special use permits, conditional use permits, or other discretionary approvals or entitlements to use contemplated by the Development Plan, and any grading, construction or other permits filed by Developer in accordance with the substantive development standards set forth in the Development Plan.. 12.13 Extension of Tentative Maps. Pursuant to Government Code Section 66452.6(a), any tentative may approved for the Project may be extended from time to time prior to its expiration or any extension or extensions thereof, for up to a period of three (3) years for each such extension, and such extensions may be continuously made up to but not beyond the term of this Agreement if such extension is the first extension of the tentative map. 13. Rules, Regulations and Official Policies. 13.1 New Rules. This agreement shall not prevent City from applying the following new rules, regulations and policies: City to cover the estimatedeactual fees costsnaoCCigeosfimposed by applications for development a y processing compliance with any development paovals, far monitoring compliance with environmental impact omitigationomeasures. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. _2p_ dlCO19/22961 /000 /0020 /developmnt 06 -03 -93 285752 (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 Development Plan or this Agreement. (e) Regulations which are in conflict with the Development Plan or this Agreement if such regulations have been consented to in writing by Developer. 13.2 Subsequent Actions and Approvals. In accordance with Government Code Section 65866, this Agreement shall not prevent City in subsequent actions applicable to the Property from applying new rules, regulations and policies which do not conflict with those existing rules, regulations and policies set forth in the Development Plan, nor shall this Agreement prevent City from denying or conditionally approving any subsequent development project application on the basis of such existing or new rules, regulations or policies. 13.3 State and Federal Laws. In the event that State or Federal laws or regulations enacted after this Agreement is executed 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. 14. Amendment or Cancellation of Agreement. This Agreement may be amended or cancelled in whole or in part only by mutual consent of the parties in the manner provided for in Government Code Section 65866. 15. Enforcement. Unless amended or cancelled as provided in Section 14 above, or modified or suspended pursuant to Government Code -21- dlc019/22961/000 /0020 /developmnt 06.03 -93 Section 65869.5, this Agreement is enforceable by either party 5 52 hereto notwithstanding any change in any applicable general o specific plan, zoning, subdivision or building regulation or other applicable law or regulation adopted by City (or by the voters of City unless found by a court of competent and final jurisdiction to prevail over this Agreement) which alters or amends the Development Plan or the rate, timing or sequencing of any development. 16. Periodic Review of Compliance With Agreement. City and Developer shall review this Agreement at least once every twelve (12) months from the date this Agreement is executed. During each periodic review, each party is required to demonstrate good faith compliance with the terms of this Agreement. Each party agrees to furnish such reasonable evidence of good faith compliance as the other party in the exercise of its reasonable discretion, may require. Such periodic review shall be conducted administratively by the City Manager and any appropriate department heads designated by the City Manager to perform such periodic review. The City Manager shall report the results of such periodic review to the City Council within thirty (30) days after the conclusion thereof. No public hearing shall be held by the City Manager, Planning Commission or City Council with regard to such periodic review; Provided, however, that if the City Manager during such periodic review preliminarily finds that Developer is not in good faith compliance with this Agreement, Developer shall have the right to appeal such finding to the City Council. The City Council on appeal shall not hold a public hearing to review a finding that Developer is not in good faith compliance with this Agreement unless so requested by Developer in writing at the time of the submission of such appeal. City shall notify Developer in writing of the date for review at least thirty (30) days prior thereto. 17. Events of Default. 17.1 Default by Developer. If substantial evidence upon City Council determines on the basis of pursuant to Section 16phereofe that fDeveloper has not complied °in good faith with the terms and conditions of this Agreement, it shall, by written notice to Developer, specify the manner in which Developer has failed to so comply and state the steps Developer must take to bring itself into compliance. If, within sixty (60) days after the effective date of notice from City -22- d1C019 /22961 /000 /0020 /developmnt 06 -03 -93 specifying the manner in which Developer has failed to so 285752 comply, Developer does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then Developer shall be deemed to be in default under the terms of this Agreement and City may terminate this Agreement. 17.2 Default by City. If Developer determines on the basis of substantial evidence that City has not complied in good faith with the terms and conditions of this Agreement, Developer shall, by written notice to City, specify the manner in which City has failed to so comply and state the steps City must take to bring itself into compliance. If, within sixty (60) days after the effective date of notice from Developer specifying the manner in which City has failed to so comply, City does not commence all steps reasonably necessary to bring itself into compliance as required and thereafter diligently pursue such steps to completion, then City shall be deemed to be in default under the terms of this Agreement and Developer may terminate this Agreement or seek specific performance as set forth in Section 16.3. 17.3 Specific Performance Remedy. Due to the size, nature and scope of the Project, it will not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, Developer may be foreclosed from other choices it may have had to utilize the Developer's Property and provide for other benefits. Developer has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more substantial time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate Developer for such efforts. For the above reasons, City and Developer agree that damages would not be an adequate remedy if City fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is the only remedy which would compensate Developer if City fails to carry out its obligations under this Agreement, and City hereby agrees that Developer shall be entitled to specific performance in the event of a default by City hereunder. Notwithstanding the foregoing, nothing in this Agreement is -23- d1c019122961 /000 10020 /developmni 06 -03 -93 intended to deprive Developer from recovering appropriate 285752 damages in the event that the terms of this Agreement are breached. City and Developer acknowledge that if Developer fails to carry out its obligations under this Agreement, City shall have the right to refuse to issue any permits or other approvals to which Developer would not otherwise have been entitled pursuant to this Agreement. Therefore, City's remedy of terminating this Agreement shall be sufficient in most circumstances if Developer fails to carry out its obligations hereunder. Notwithstanding the foregoing, if City issues a permit or other approval pursuant to this Agreement in reliance upon a specified condition being satisfied by Developer in the future, and if Developer then fails to satisfy such condition, City shall be entitled to specific performance for the sole purpose of causing Developer to satisfy such condition. The City's right to specific performance shall be limited to those circumstances set forth above, and City shall have no right to seek specific performance to cause Developer to otherwise pro- ceed with the development of the Project in any manner. 18. Institution of Legal Action. 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, to enjoin any threatened or attempted violation hereof, to recover damages for any default, or to obtain any other remedies consistent with the purpose of this Agreement. Any such legal action shall be brought in the Superior Court for Riverside County, California. 19. Waivers and Delays. 19.1 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, and failure by a party to exercise its rights upon a default by the other party hereto, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. 19.2 Third Parties. Nonperformance shall not be excused because of a failure of a third person except as provided in Section 19.3 below. -24- diC019/22961/000 /0020 /developmnt 0& -03 -93 19.3 Force Ma j eure . 285752 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 floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes, other labor difficulties, government regulations or other causes beyond either of the parties' control. If any such event shall occur, the term of this Agreement and the time for performance by Developer of any of its obligations hereunder or pursuant to the Development Plan shall be extended by the period of time that such events prevent construction of the Project. 20. Notices. All notices required or provided for under this Agreement shall be in writing and delivered in person and deposited in the United States mail, postage prepaid and ad- dressed as follows: TO CITY: City of Lake Elsinore 130 South Main Street Lake Elsinore, California 92530 Attn: City Manager TO DEVELOPER: Eastlake Community Builders 650 Town Center Drive Suite 1900 Costa Mesa, California 92656 Attn: Mr. Tom Weigel Wilmore Development Corporation 3080 Bristol, Suite 250 Costa Mesa, California 92626 Attn: Mr. Steve Semingson Either party may change the address stated herein by giving notice, in writing, to the other party and thereafter notices shall be addressed and submitted to the new address. 21. Attorneys' Fees. If legal action is brought by either party against the other for breach of this Agreement, or to compel performance -25- dlc019/22961 /000 /0020 /developmnt 06 -03 -93 285'752 under this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs. 22. Transfers and Assignments. 22.1 Right to Assign. Developer shall have the right to sell, assign or transfer this Agreement, and any and all of its rights, duties and obligations hereunder, to any person or entity at any time during the term of this Agreement, provided, however, in no event shall the rights, duties and obligations conferred upon Developer pursuant to this Agreement be at any time so transferred or assigned except through a transfer of an interest of Developer in the Developer's Property, a portion thereof (including an individual tract), or parcel or lot so transferred. In the event of any such assignment, either the transferee or Developer shall be liable for the performance of all obligations of Developer. Such transferee or Developer shall notify City in writing of the transfer of such obligations. The rights and duties under this Agreement, however, shall not be deemed to be assigned until City has consented in writing to such assignment, which consent shall not be unreasonably withheld.. City shall have a period of ten (10) days following its receipt of notice of assignment from Developer referred to above to notify Developer and the proposed asssignee of its consent or its non -- consent and the reasons therefore. City's failure to so notify Developer and the proposed assignee within such ten (10) period shall be deemed to be City's consent to such assignment. 22.2 Release Upon Transfer. Upon the sale, transfer or assignment of Developer's rights and interests under this Agreement as permitted pursuant to Section 21.1, Developer shall be released from its obligations under this Agreement and all of owner's obligations pursuant to the Development Plan, or other agreements assumed by transferee with respect to the Developer's Property, or portion thereof, so transferred provided that (a) Developer is not then in default under the Agreement, (b) De- veloper or transferee has provided the City notice of such transfer and (c) the transferee executes and delivers to City a written agreement in which (i) the name and address of the transferee is set forth and (ii) the transferee expressly and unconditionally assumes all of the obligations of Developer under this Agreement with respect to the Property, or a portion thereof, so transferred. Wo dlc019/22961 /000 /0020 /developmnt 06 -03 -93 285752 23. Cooperation in the Event of Legal Challenae. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the parties hereby agree to cooperate in defending such action. Each party shall pay its own expenses in connection with such defense. In the event of any litigation challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force and effect while such litigation, including any appellate review, is pending. 24. Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain. 25. 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. 26. Recordation. This Agreement and any amendment or cancellation hereto shall be recorded in the official Records of the County of San Bernardino, by the City Clerk within the period required by Section 65868.5 of the Government Code; provided, however, that the failure to so record this Agreement within such time period shall not in any way serve as a basis for invalidating or nullifying this Agreement. 27. Protection of Mortgage Holders. Nothing contained herein shall limit or interfere with the lien of mortgage holders having a mortgage made in good faith and for value on any portion of the Property. "Mortgage holder" includes the beneficiary under a deed of trust, and "mortgage" includes the deed of trust. -27- d1c019/22961/000 /0020 /developmnt 06 -03 -93 28 . Severability of Terms. 285752 If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to enforce. 29. Subsequent Amendment to Authorizing Statute. This Agreement has been entered into in reliance upon the provisions of the Development Agreement Law in effect as of the Agreement Date. Accordingly, subject to Section 13.3, above, to the extent a subsequent amendment to the Development Agreement Law would affect the provisions of this Agreement, such amendment shall not be applicable to the Agreement unless necessary for this Agreement to be enforceable or unless this Agreement is modified pursuant to the provisions set forth in the Agreement and Government Code Section 65868 in effect on the Agreement Date. 30. Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. 31. Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 32. Incorporation of Recitals and Exhibits. Recitals A through P and attached Exhibits "A" through "I" are hereby incorporated herein by this reference as though set forth in full. dlc019/22961 /000 /0020 /developmnt 06 -03 -93 285'752 33. Rules of Construction and Miscellaneous Terms. 33.1 Gender. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory, "may" is permissive. 33.2 Time of Essence. Time is of the essence regarding each provision of this Agreement in which time is an element. 33.3 Cooperation. Each party covenants to take such reasonable actions and execute all documents that may be necessary to achieve the purposes and objectives of this Agreement. -29- dlc019/22961 /000 /0020 /developmnt 06 -03 -93 285752 The parties have executed this Development Agreement on the date and year first written above. Dated: 1993 CITY OF LAKE ELSINORE, a municipal corporation of the State of CalifokMayo By: „City" SIGNED AND CERTIFIED THAT A COPY OF THIS, ENT HAS BEEN DELIVERED TO THE MA OR OF THE CITY COUNCIL By: City Clerk Dated: iuhe 9� r 1993 EASTLAKE COMMUNITY BUILDERS, a California limited partnership By: By: -30- "Developer" dlc019/22961 /000 /0020 /developmnt 06 -03 -93 STATE OF CALIFORNIA ) RIVERSIO E s s . 285752 COUNTY OF 8F,-Adf6ff C On JS tte , 1993, before me, the undersigned a Notary Public in and for said State, personally appeared t , tIN, personally known to me (or proved to m6 on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that (he) (she) executed the same in (his) (her) authorized capacity, and that by (his) (her) signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my han and o ficial seal. V, or ry VICKI KASAD Comm. # 963052 Notary Public in and for said State 3 " NOTARY PUBLIC - CALIFORNIA Riverside County 4 F R My Comm. Expires Apr. 1, 1996 -+ STATE OF CALIFORNIA ss. COUNTY OF ORANGE ) On Imp ��` , 1993, before me, the undersigns a N tary Public in and for said State, personally appeared �kt�l 0"d (A and if ft"q j WA63.k -- personally known to me (or proved to me on the basis of satis- factory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or -the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State IMCw"m EvkM�w C. 9 d D�OU C f�A1 9 0t t "a �� -31- dlc019 /22961 /000 /0020 /developmnt 06 -03 -93 EXHIBIT "A" 285'752 FIRST AMENDED AND RESTATED EXCLUSIVE PLANNING AND NEGOTIATING AGREEMENT BY AND AMOUNG THE CITY OF LAKE ELSINORE, THE LAKE ELSINORE REDEVELOPMENT AGENCY AND EASTLAKE COMMUNITY BUILDERS, A CALIFORNIA LIMITED PARTNERSHIP d1c019/22961/000 /0020 /developmnt 05 -13 -93 FIRST AMENDED AND RESTATED EXCLUSIVE PLANNING AND NEGOTIATING AGREEMENT BY AND AMONG THE CITY OF LAKE ELSINORE, THE LAKE ELSINORE REDEVELOPMENT AGENCY AND EASTLAKE COMMUNITY BUILDERS, A CALIFORNIA LIMITED PARTNERSHIP This First Amended and Restated Exclusive Planning and Negotiating Agreement (the "Amended Agreement ") is made and entered into this 22nd day of December, 1992, by and among the CITY OF ELSINORE, a municipal corporation ( "City "), the LAKE ELSINORE REDEVELOPMENT AGENCY, a public body ( "Agency), and EASTLAKE COMM{JNITY BUILDERS, a California limited partnership ( "ECB ") (collectively, the "Parties "). R E C I T A L A. In furtherance of the objectives of the Community Redevelopment Law of the State of California (Health and Safety Code S 33000 et Agency and City are desirous of encouraging .economic growth , the Lake Elsinore community and the redevelopmet of certain parcels of land located within the City's Redevelopment Project Area Nos. II and III (Rancho Laguna). B. Having considered criteria including extensive experience in public /private partnerships, governmental processing, and financing, Agency and City have selected ECB for implementation of the Preliminary Development Plan (Exhibit "A") for the East -Lake Development Project (the "Project ") on certain real property (the "Site ") located within Agency's Redevelopment Project Area Nos. II and III (collectively, the "Project Areas ") , which real property is generally depicted on Exhibit "B." C. ECB desires to assist the City and Agency in meeting their goals by undertaking a comprehensive planning and development effort to implement the Redevelopment Plans for the Project Areas, and working with existing property owners, residents, and business owners within each Project Area. D. Implementation, including financing and construc- tion, of the Project is predicated on "the establishment and execution of a Disposition and Development Agreement ( "DDA ") by and between ECB and Agency which responds to the financial realities, acquisition constraints, relocation obligations, 12/22/92 FINAL 285752 marketing conditions and various community goals associated with the Project. On or about April 23, 1991, the Parties entered into an Exclusive Planning and Negotiating Agreement (the "Original Agreement ") to set forth their intention to cooperate in undertaking the necessary detailed planning work which will allow for thorough assessment of the economic feasibility of implementing the Project in accordance with the Preliminary Development Plan, and to attempt in good faith to negotiate and execute an acceptable DDA within the time frame established by the schedule of activities reflected therein. The Parties desire to amend and restate the Original Agreement as set forth herein in order to provide an additional period of time during which Agency will work exclusively with ECB in making the appropriate assessments and preparing the necessary ..plans and implementation documents, including a DDA. E. Agency also heretofore entered into an Option Agreement dated September 13, 1988, by and between Agency and Mr. and Mrs.-Peter Lehr (the "Lehr Option Agreement ") whereby Agency acquired the exclusive right to purchase certain real property located within Redevelopment Project Area Nos. 2 a 3 (the "Lehr Property "). Acquisition of the Lehr Property by Agency, and its development by ECB, is central to the Preliminary Development Plan for the Project. F. An action filed in the Superior Court of the State of California; Riverside County, identified as Case No. 200767, maintains that Lake Elsinore "Associates is entitled to be the Project's master developer. On or about Decem- ber 19, 1991, City, Agency, and Lake Elsinore Associates entered into an interim settlement with respect to such action. The plaintiff's claims in such action and such rights as may exist under said interim settlement agreement are hereinafter referred to as the "Grosse Claims ". G. ECB is entering into this Amended Agreement in reliance upon City's and Agency's assurances that the Grosse Claims are non - meritorious. Because of the significant costs which must be incurred by ECB in commencing implementation of the Project, and the potential for ECB's exposure to loss or liability with respect to the Grosse Claims, City, Agency and ECB also wish to enter into this Amended Agreement to set forth City's and Agency's responsibilities to obtain final and satisfactory resolution of the Grosse Claims prior to execution of the DDA, and to defend and indemnify ECB from and against any and all -losses or liabilities which ECB may incur with respect to, or resulting from, the same. 12/22/92 FINAL -2- ?85'52 NOW, THEREFORE, in consideration of the premises stated above, the covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 1. Preliminary Develo men Plan. 1.1 Agency Avvroval of Preliminary Development Plan. On or about December 17, 1991, Agency approved the Preliminary Development Plan previously submitted by ECB. The approved Preliminary Development Plan is set forth as Exhibit "A" hereto. 1.2 Refinement of Priliminary Development Plan Develo ment of geasibllit St d ECB will, upon .the execu- tion of this Amended Agreement, continue its investigations of the Project with a view to refining the Preliminary Development Plan and providing a more detailed analysis of site usage within the Project Area. This investigation shall include review of the Preliminary Development Plan with appropriate governmental agencies, design and engineering professionals. it shall include review of the Preliminary Development Plan with, among others, the United States Army Corps of Engineers, with the Santa Ana Watershed Project Authority,. -the , California Department of Fish and Game, and other appropriate agencies. To assist ECB 's efforts, Agency and City shall.. provide"' rovide to ECB. any and all studies, reports and other documents previously prepared by Agency, City, or any other third parties relating to the Project, which documents have not already been provided to ECB. Such materials shall be delivered to ECB not later than thirty (30) days following execution of this Amended Agreement. To the extent that Agency, City or any third parties prepare, cause to be prepared or. receive.any follow -up information, studies, reports or documentation related to the Project, Agency and City shall immediately provide to ECB copies of any such follow -up materials. Furthermore, if requested by ECB, Agency and City shall ;hake available to ECB, to the extent they are in possession of the same, any other informa- tion or documentation that ECB from time to time may deem relevant. 1.3 Agency Rayorts to be Delivered to ECB. Not later than one hundred twenty (120) days prior to the scheduled date for execution of a DDA, as set forth in the Schedule of Performance (Exhibit "C"), Agency shall provide ECB with studies and /or. information concerning: (a) the feasibility of vacating the required public rights -of -way and serving the Site with the necessary public utilities; (b) Agency's relocation obligations associated with implementa- 12/22/92 FINAL -3- 28J %J2 tion of the Project; (c) the feasibility of obtaining commitments from the Santa Ana Watershed Project Authority and other governmental agencies having jurisdiction over flood plain matters which will establish Agency and City authority over ultimate flood plain development plans; (d) soil conditions of the Site; (e) preliminary grading requirements; (f) preliminary engineering studies and infra- structure cost estimates; (g) geotechnical characteristics; and (h) any other pertinent studies or analysis relevant to the Project. 2. 2.1 Representation and-Warranty, by - City and Agency. City and Agency hereby represent and warrant to ECB that the Grosse Claims as described in the Recitals herein are non - meritorious and unenforceable, that City and Agency have the legal authority to designate ECB as the Project's master developer, that the Lehr Option Agreement as described in the Recitals herein has not been assigned, in full or in part, and, in fact, has been partially exercised by right to carry out the terms of this Amended Agreement and all agreements contemplated hereby. . 2.2 'Legal Action Covenant. City and Agency shall use their best efforts to fully defend the litigation involv- ing the Grosse" Claims, and -to fully and finally resolve the same no later than the scheduled date for Agency approval of the DDA, so as to ensure the legal and exclusive ability of ECB to be the Project's master developer. 2.3 Evaluation of Grosse Claims. City and Agency hereby represent and warrant _to ECB that, prior to the execution of this Amended Agreement, City and Agency have delivered to ECB all documents, including but not limited tc contracts, correspondence, and the like, which form the basis of the Grosse Claims under the Lehr Option Agreement. 2.3.1 pgliverv-of Documents._ During the term hereof, City and Agency shall also provide to ECB copies of any and all documentation pertaining to litigation of the Grosse Claims which may be received by City and /or Agency during the pendency of such litigation promptly upon City's and /or Agency's receipt of the same, and any other documenta- tion which may be received by City and /or Agency concerning the ability of City and /or Agency to perform their respective obligations hereunder. 12/22/92 FINAL -4- 285'752 2.3.2 Periodic Status Resort. From time to time during the pendency of their litigation of the Grosse Claims, but not less frequently than monthly, on the first business day of each month, City and Agency shall provide ECB with a detailed assessment of the status of such litigation. 2.4 Optional Termination by ECB. If, at any time during the pendency of City's and Agency's litigation of the Grosse Claims (including any appeals thereof) and for a period of ninety (90) days following written notice by Agency to ECB of the resolution of the Grosse Claims (whether by judgment, settlement, dismissal, or otherwise), which notice shall be accompanied by copies of all documents relating thereto, ECB determines for any reason whatsoever, - in its sole discretion, that such litigation or resolution renders undesirable to ECB its continuing performance hereunder, ECB may terminate this Amended Agreement by delivery of written notice of such termination to City and Agency. In the event that ECB delivers notice of its election to terminate this Amended Agreement pursuant to this Section 2.4 to City and Agency, this Amended Agreement shall immediately terminate, and, except for the obligations set forth in Section 6 below, ECB, City and Agency shall have no further obligations hereunder, except for City's and Agency's reimbursement obligations set forth in Section 6.1.3 and indemnification obligations set forth in Section 12 hereof. The indemnifica- tion obligations shall continue for a period of ten (10) years from the-date of termination of this Agreement. 3. Obligation to Deliver Title. Upon final resolution of the Grosse Claims (including the expiration of any appeals period with respect to any judgment or other final order terminating any lawsuit involving the Gross Claims), and in any event no later than the scheduled date for Agency approval of the DDA, .Agency shall deliver to ECB evidence satisfactory to ECB that Agency shall be able to obtain "Insurable Title" to the Lehr Property. For purposes of this Amended Agreement, the term "Insurable Title" to a parcel of land shall mean the acquisition of a fee simple interest in such parcel, or an insurable possessory interest in such parcel, followed by acquisition of fee simple title, with title in a condition sufficient to enable ECB to develop and market the Project. In addition, upon final resolution of the Grosse Claims, as set forth above, and in any event no later than the scheduled date for Agency approval of the DDA, Agency and /or City shall deliver to ECB evidence satisfactory to ECB that City and Agency have no continuing obligations under any prior agreements which entitle any other party to be master developer of the Project. 12/22/92 FINAL -5- 4. 4.1 Developer Deposit. After execution of the Original Agreement by all parties, ECB delivered to Agency the sum of Twenty Five Thousand Dollars ($25,000) (the "Deposit "). The Deposit is to be allocated as ECB`s share of the initial Fifty Thousand Dollars ($50000) of 'costs incurred by Agency and /or City associated with refinement of the Preliminary Development Plan and the preparation. of the Project Technical Constraints and Project Financial Analysis, in accordance with the cost sharing arrangement contained in Section 4.3 herein. The Deposit shall only be used for Project related costs expended after full execution of the Original Agreement. Except as provided in Section 6.1.3, any remaining unexpended balance of the Deposit and any interest earned on the Deposit shall be returned to ECB upon termina- tion of this Amended Agreement. 4.2 Prerg1ratign 2f Project Technical -Constraints And Pr 'ec Financial Anal sis. On or about January 15, 1992, ECB provided Agency and City with an overview of the technical constraints associated with the Project. On or about February 15, 1992, ECB provided Agency and City a Project financial analysis. City and Agency approved the technical ."constraints and financial analysis on March 15, 1992. Ex lusiv P1 nni d Negotiating A r menz During the time from execution of the Original Agreement through the term of this Amended Agreement, Agency and ECB shall share equally in costs expended by City and ECB in producing reports, studies, analysis, schedules, etc. in connection with the above - referenced plans and financial documents, all in accordance with the July 18, 1991, letter agreement between the City and ECB, as the same may be amended from time to time. ECB shall submit quarterly invoices to Agency which .shall pay its equal share of the amount of such invoices no later than thirty (30) days after submittal. 5. Disvosit* n and Development Agreement (DDAl 5.1 Negotiation of _DDA. ECB and Agency shall attempt to negotiate a mutually acceptable DDA for develop- ment of the Project on the Site in general conformity with the Memorandum of Understanding dated December 22, 1992 (the "MoU"), a copy of which is attached hereto as Exhibit "D." 12/22/92 FINAL -6- 285752 5.2 Exclusive Ne otiations. For a period of one (1) year after the date of this Amended Agreement (the "Exclusive Negotiation Period) ", as the same may be extended by mutual agreement of the Parties, Agency and ECB shall continue to negotiate in good faith regarding the-terms of the DDA. Agency and ECB shall exercise best efforts to conclude the DDA negotiations and schedule the DDA, the Specific Plan, and the Development Agreement for action by the City and Agency no later than February 1993, as set forth in the Schedule of Performance attached hereto a's Exhibit "C." it is understood that the Schedule of Performance is intended only to generally identify the tasks to be performed and the sequence in which such tasks will be accomplished, not.to establish precise performance deadlines. In addition, and notwithstanding Section 14 hereof, the Exclusive'Negotia- tion Period shall be extended for an additional' period of up to six (6) months total if ECB has exercised reasonable diligence to obtain approval of the DDA, the Specific Plan, and the Development Agreement, and the failure to obtain any of such approvals or agreements at an earlier time is not due to a default by ECB hereunder. Agency agrees that unless this Amended Agreement is sooner terminated, and subject to Agency's owner Participation Rules, during the Exclusive Negotiation Period, Agency shall not negotiate with any other person or entity regarding development of the Site. 6. Termination of Amended Agreement and Purchase of 6.1 T rmin ion Amended A r ement. This Amended Agreement shall terminate on the next day following the last day of the Exclusive Negotiating Period, unless extended in accordance with Exhibit "C" or by mutual written agreement of the parties, or earlier terminated by Agency or ECB, either pursuant to Section 2.4 hereof, or as follows: 6.1.1 Agency's and City's option to Terminate. In the event that ECB fails, in a timely manner, to. carry out its obligations identified herein, and as set forth in Exhibit "C" hereto, then Agency or City may, at their option, and.upon written notice to ECB, terminate this Amended Agreement. This shall be: the only ground upon which Agency and City may terminate this Amended Agreement. ECB shall have fourteen (14) days after receipt of written notice to cure the failure to carry out its obligations. If so terminated, no party shall have any continuing obligation or liability hereunder to the others, except for City's and Agency's obligation to purchase ECB's work project as set forth in Section 6.1.3 herein and 'their indemnification obligations set forth in Section 12 hereof. The indemnifi- 12/22/92 FINAL -7- cation obligations shall survive for a period of ten (10) years following termination of this Amended Agreement. 6.1.2 ECB's option to Terminat . In the event that (a) City and /or Agency fail, in a timely, manner, to carry out. their respective obligations identified herein, or (b) ECB determines pursuant to Section 2.4 hereof, that the litigation or resolution of the Grosse Claims is not proceeding .to satisfaction and renders ECB's continued performance hereunder undesirable to ECB in its sole discretion, then ECB may, at its option, and upon' written notice to City and Agency, terminate this Amended Agreement, and if so terminated, no party hereto shall have any continuing obligations or liability to the other except for City's and Agency's reimbursement obligations set forth in Section 6.1.3 and their indemnification obligations set forth in Section hereof. indemnification rg dte alf continue for a p d of ten (10 ) years from the a o termination of this Amended Agreement. 6.1.3 City,s and asensix it Reimb r E B f r work Perform n Upon termination of this Amended Agreement pursuant to subsection 2.4 or paragraph 6.1.2 hereof, City and Agency shall reimburse ECB one hundred percent (100 %) of the costs associated ..with the Project expended by ECB to the date of termination and not. previously reimbursed by Agency; provided, that it is understood that after the DDA is executed, ECB shall not be limited to the remedy of reimbursement of costs if the -DDA must be terminated for such reasons. Upon termination of this Amended Agreement pursuant to subsection 6.1.1 hereof, City and Agency shall reimburse ECB fifty percent (50 %) of the costs expended by ECB to the date of termination and not previously reimbursed by Agency. In the event Agency, City and ECB must terminate this Amended Agreement because of a lack of approval from a required outside governmental agency (other than that addressed in 6.1.2(b)), City and Agency shall reimburse ECB fifty percent {50 %) of the costs expended,by ECS to the date of termination and not previously reimbursed by Agency. Upon reimbursement to ECB, ECB shall - immediately deliver to City and /or Agency, all information, studies, maps,, reports, analysis, and the like which ECB has theretofore prepared, or caused to be prepared, in connection with performance of ECB's obligations set forth in Sections 1, 3, and 4 hereof. 7. Limi tons of Amended A reem nt. 7.1 Extension of Ne otia ions. ECB, Agency and City understand and agree that no party is obligated to extend the term of this Amended Agreement or to enter into 12/22/92 FINAL `8- 285752 any DDA. Notwithstanding the foregoing, Agency, City and ECB shall negotiate in good faith with respect to a DDA for the Project and shall consider reasonable requests to extend negotiations in the event that all parties have proceeded diligently hereunder. In the event of terminatron or expiration of this Amended Agreement, Agency shall be free at its option to negotiate with any persons or entities with respect to the redevelopment of all or any portion'of the Site and Redevelopment Project Area Nos. Ii and III. ECB specifically acknowledges that this Amended Agreement creates no interest or right in the Site or in Redevelopment Project Area Nos. II or III (or any portion thereof), other than those parcels which may be owned or controlled by ECB. This Amended Agreement may be extended or terminated by, mutual written agreement of the parties. 8. Ownership Qf Re,Rorts. ECB agrees and acknowledges .that the reports provided by ECB to Agency, either in the course of ECB's performance hereunder or as a result of termination of this Amended Agreement and the purchase of the same by City and Agency as provided in paragraph 6.1.3 of this Amended Agreement, may be used by City and Agency in their sole discretion to the extent of ECB's ownership interest in same; provided however, that as and to the extent City uses information or data generated by ECB or its consul- tants it -does so without warranty or representation. and at its sole .risk.' Should this Amended Agreement be terminated as provided ' herein, -t'ECB shall return to City and Agency respectively any materials provided to ECB by City and /or Agency. 9. Prohibition Against Disgrimination. EC8 agrees that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, race, color, age, marital status, religion, creed, national origin or ancestry in the. sale , lease, sublease or transfer, use, occupancy,_ tenure or enjoyment of the Site, nor shall any transferees establish or permit any such practice or practices of discrimination with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, subleases or vendees of any of the land within the Site. 10. Successort and Assigns. Except as set forth herein, this Amended Agreement shall not be assigned by ECB without prior written approval of Agency and City, which Agency and City may grant or refuse at their sole option. Notwithstanding the 'foregoing, ECB may assign and transfer its rights and obligations (upon which assignment ECB will have no further liability or responsibility related to or arising out of this Amended Agreement) to any corporation, 12/22/92 FINAL -9- I- 285752 partnership, or other entity owned or controlled by, or under common control with, ECB or either of the general partners of ECB. For purposes of this paragraph, control of a specified person or entity (including the correlative terms "controlled by" and "under common control with ") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the specified person or entity, whether through ownership of voting securities, by contract or otherwise. For purposes of applying this definition, (i) the managing partner of a general or limited partnership will be deemed to. be in control thereof provided such managing partner possesses the power to direct or cause the direction of the management and policies of the partnership. 11. ECB - S mil to ees ML C irvv �— ECB's principals, associates, partners, joint venturers, negotiators, development managers, consultants, attorneys, professionals and employees shall not be deemed employees of City and /or Agency for any purpose. 12. city's and Agency's Indemnification Obliaa ion . City and Agency agree to indemnify, defend and hold ECB harmless of and from any and all claims, demands, damages, losses, liabilities, causes of action, costs or expenses (including attorneys' fees) arising out of any act or omission of the City "and /or Agency occurring with respect to the Project prior to the. execution of the DDA. City and Agency shall also indemnify, defend and hold ECB, its agents and employees, harmless of and from any and all claims, demands, damages, losses, liabilities, causes of action, costs or expenses (including reasonable attorney's fees) directly or indirectly arising in connection with 'breach of City's and Agency's covenants, representations and warranties with respect to the Grosse Claims and the LEA Agreement and Lehr Option Agreement as identified in the Recitals and in Section 2 hereof. 13. sgellangous. 13.1 Att rngys' and -Other Fees. Should any party institute any action or proceeding to enforce or interpret this Amended Agreement of any provision hereof, for damages by reason of any alleged breach of this Amended Agreement or of any provision hereof, or for a declaration of rights hereunder, the prevailing party in any such section or proceeding shall be entitled to receive from the other party all costs and expenses, including actual attorneys' and other fees, reasonably incurred in good faith by the prevailing party in connection with such action or proceeding. The term "attorneys' and other fees" shall mean and include attorneys' 12/22/92 FINAL -10- fees, accountants' fees and any and all other similar fees and costs incurred in connection with the action or proceed- ing and preparations therefor. The term "action or proceed- ing" shall mean and include actions, proceedings, suits, arbitrations, appeals and other similar proceedings.- - 13.2 Notices. Any notice, demand, request, covenant, approval or other communication to be given by one party to the other shall be in writing (unless some other form of notice is specifically provided for herein) and given by personal service, telegram, or Express Mail, Federal Express, DHL or any other similar form of airborne /overnight delivery service, or mailing in the United States Mail, Certified and Return Receipt Requested, and addressed to the parties at their respective addresses as follows: if to City: City of Lake Elsinore 130 South Main Street Lake Elsinore, California 91330 Attn: Ron Molendyke, City Manager If to Agency: Lake Elsinore Redevelopment Agency 130-South Main Street Lake Elsinore, California 91330 if to Developer: Eastlake Community Builders 650 Town Center Drive, Suite 1900 Costa Mesa, California 92626 Attn: Daniel H. Young, President With a copy to:. RUTAN & TUCKER Attorneys at Law 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Attn: Jeffrey M. Oderman, Esq. Any such notice shall be deemed to have been given upon delivery. Any party may change the address at which it desires to receive notice upon giving written notice of such request to the other parties. 12/22/92 FINAL -11- 285`52 'i 285'752 14. Time of Es pence. TIME IS OF THE ESSENCE OF THIS AMENDED AGREEMENT AND EACH AND EVERY TERM AND PROVISION HEREOF. 15. Waiver .or Modification. A modification of any provision herein contained, or any other amendment to this Amended Agreement, shall be effective only if the modifica- tion or amendment is in writing and signed by the party to be burdened thereby. The City Manager of the City and the Executive Director of Agency shall have the authority on behalf of the City and Agency, respectively, to extend the Exclusive Negotiating Period for a maximum of one hundred eighty (180) days. No waiver by any party hereto of any breach or default shall be considered to be a waives of any other breach or default. The waiver of any condition shall not constitute a waiver of any breach or default with respect to any covenant, representation or warranty. 16 . SUccessors and As ian• rviy_al. Subject to the limitation set forth in Section 10 hereof, this Amended Agreement shall inure to the benefit of and be binding upon, the parties hereto and their respective heirs, successors and assigns. All covenants, representations and warranties contained herein shall survive this Amended Agreement. 17. N db r and Gender. As used in this Amended Agreement, the neuter.includes the masculine and feminine and the singular-'includes the plural. 18. Days. The term "days" as used herein, shall mean actual days occurring, including Saturdays, Sundays and holidays. The term "business days" shall mean days other than Saturdays, Sundays and holidays. If any item must be accomplished or delivered hereunder on a date that is not a business day, it shall be deemed to have been timely accom- plished or delivered if accomplished or delivered on the next following business day. lg, conacruction. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of this Amended Agreement. All exhibits attached hereto are' hereby incorporated herein by this reference. Unless otherwise indicated, all refer- ences herein to paragraphs and subparagraphs are references to those in this Amended Agreement. Any reference to a paragraph includes all subparagraphs thereof. 20. integration Of Other Agreements. This Amended Agreement supersedes all previous contracts, correspondence and documentation relating to the Original Agreement. Nothing herein is intended to supersede the July 18, 1991, 285752 letter agreement referred to in Section 4.3 herein, the MOU attached hereto as Exhibit "D," or understandings of the Parties regarding procOssing 01 the Specific Plan, the DDA, the Development. Agreementf or similar matters referred to therein. Any oral representations or modificati0h5 concern- ing this Amended Agreement shall be of no force or effect. 21. 2u2lic&tg origL&CLa. This Amended Agreement may be executed in any number of duplicate originals, all of which shall be of equal legal force and effect. 22. _ ,v No failure or delay of any party in the exercise of any right given to such party hereunder shall constitute a waiver thereof unless th* time specified herein for exercise of any right has expired, nor shah or further exercise ise thereofr or ofoany any rightecluds other WITNESS tMEREOF, City► Agency and BCD have executed this Amended Agreement as of the dates set forth below. CITY OF LAKE ELSINMR, a mun4ipal corporation, By: rLIMA, '• Mayor TRST,91 V icki Lynne! ass , ty er A PROVED 0 P' RM AND LEGALITY: n Ear ty Attorney LAX2 ELSINORE REDEPELOPMM t ck Lynne ass , Secretary of the Ag�en 12/22/92 FINAL -13- APPROVED A FOpj4 AND LEGALITY: in Harper, 0 e Opment, Agency CounSel ZATLARZ COMITY WILDICRS, a California limited partnership 9/112/014804 -.0Q01 /013 12/22/92 FINAL -14- 285'752 F9 FYhihit P 1. +... EXHIBIT "B" 285752 MEMORANDUM OF UNDERSTANDING FOR EAST LAKE BETWEEN THE CITY AND EASTLAKE COMMUNITY BUILDERS dlc019 /22961 /000 /0020 /developmnt 06 -03 -93 MEMORANDUM OF UNDERSTANDING 285752 This MEMORANDUM OF UNDERSTANDING ( "Memorandum") is entered into to be effective on December 22, 1992, between the CITY OF LAKE ELSINORE, a municipal corporation. ( "City "), and EASTLAKE COMMUNITY BUILDERS, a California limited partnership ( "ECB "). The City and ECB are sometimes collectively referred to herein as the "Parties." R E C I T A L S A. On April 23, 1991, the City, the Lake Elsinore Redevelopment Agency ("Agency "), and ECB entered into an Exclusive Planning and Negotiating Agreement as amended on December 22, 1992 by a First Amended and Restated Eclusive Planning and Negotiating Agreement ( "EPNA" x ), providing framework by which ECB would assist the City and Agency in meeting their goals of undertaking a comprehensive planning and development effort for implementation of a Preliminary Develop- ment Plan known as the East End Development Project within Redevelopment Project Areas II and III. The EPNA is attached hereto as Exhibit A. B. Subsequent to entering into the EPNA, ECB, in cooperation with the City, has undertaken the preparation of a draft East Lake Specific Plan ( "Specific. Plan ") pursuant to Government Code Section 65450, et sea. encompassing approximately 3,0.00 acres of property, including the property within Redevelopment Project Areas II and III. C. As presently envisioned, the Specific Plan area will be developed with 10,000 dwelling units within various residential categories over approximately 1,400 acres of site, commercial and mixed uses encompassing approximately acres of the site, open space and recreational opportunities encompassing approximately 1200 acres of the site and roads encompassing approximately 100 acres of the site ( "Project "). The general concept of the Project is shown on Exhibit B attached hereto. D. The proposed Project, especially in the initial phases, is capital intensive. The current cost of constructing infrastructure improvements to serve the Project, including streets, water and sewer facilities and other infrastructure items, such as grading, schools, parks and other public facili- ties andLamenities, is estimate OOOa000}be in excess of FOUR HUNDRED FIFTY FS2ki12\014804- 000IN2020967.4 12122(92 FINAL E. Because of the large scale and complexity of the 28i`i52 proposed project, andtthe substantial risks awhich uECB mwill be implement the he the Project, and because of the undertaking in developing the Agency and benefits which will be received both by the City, g Y ECB upon completion of the Project, the Parties desire to set forth in this Memorandum their mutual. understandings of the framework for proceeding with the Project. The Parties agree as follows: 1. Environmental Documentation. The City shall cause the preparationthe Projectiin accordance mwith rthe vCalifornia assessment for Act ( „CEQA"). Additionally, if necessary, Environmental Quality in order to obtain elFederal permits ppv l be required for the d evaP mentof the Projectanenvironme ta analysis meeting requirements of National Policy Act of 19 necessary, a joint environmental impact statement / environmenta impact report shall be prepared for the Project. It is the intent of the Parties that the (aster eSpecificnPlanaoDevelopment utilized for the processing A rovals more fully described in Agreement, and all other City PP Paragraph 2 below, as well asorall permits subs q mplementingrthe Specific discretionary City Approvals Plans; (b) a Disposition and Development Agreement between the Agency and ECB and all other permits and approvals by Agency as may be further described in the Memorandum of Under- standing entered into between Agency and ECB attached hereto as Exhibit C ( "Agency MOU ") ; and (c) State, regional g County of Riverside ( "County "), or other special district permits and approvals described in Paragraphs 4, 5, 6, and 7 below. Additionally, toccomply with NEPA document ma federal permits or if necessary, comply licenses issued or granted, including but not li, Environmental States Army Corps of Engineers Section 404 permit, Protection Agency ( "EPA ") permits, U.S. Fish and Wildlife Service permits a Na �naFederaltAviationhAdministrationo( "FAA ")rn ( NPDES ) p rovals required under the Flood permits, or any permits or app Disaster or thenFederal Emergency Flood of 1968, or by th described in Paragraph 3 below. It is the intent of the Parties that such environmental hegdreaesttextentwpossiblelwithin sufficient legal detail so that, constraints, subsequent environmental impact reports willFrot be necessary for subsequent discretionary approvals and that pursuant to Government Code Section 65457, subsequent actions, to the greatest extent legally implement the approved Specific Plan, will be exempt from the FS211121014804- 0001 2020867.4 12/22192 FINAL 2 provisions of CEQA. All required environmental documentation 285'752 shall be prepared by consultants and technical experts mutually agreeable to ECB and City, as further described in Paragraph 12, below. City acknowledges that consultants and technical experts previously retained by City and ECB have developed data and have prepared many detailed studies and reports which will be helpful in ultimately preparing all required environmental documentation. City agrees that such data, studies, and reports prepared by ECB's consultants and technical experts shall be furnished to City's consultants for review and use in preparing the environ- mental documentation. 2. City Approvals. (a) Definition of City Approvals. As used in this Memorandum, the term "City Approvals" shall mean all discretionary approvals and permits necessary for and leading to the development of the Project, including, but not limited to (i) any general plan amendments or zoning designations or amendments, if applicable; (ii) adoption of a Specific Plan pursuant to Government Code Section 65454, gL� seq.; (iii) environmental impact reports; (iv) a Development Agreement approved pursuant to Government Code Section 65864, et sec.; (v) a Fiscal Impact Report; (vi) all approvals required of the Agency as more particularly described in the Agency MOU attached as Exhibit C; and (vii) all other ministerial and discretionary approvals or permits which it may be necessary for ECB to obtain for the development of the Project, except site specific approvals implementing the Specific Plan requiring a conditional use permit or sir4 lar permits or other discretionary permits for commercial uses or detailed tentative maps for actual development of the Project. The City shall use its best efforts, and ECB shall cooperate with the City, in securing all City Approvals authorizing development of the Project in accordance with the schedule attached as Exhibit D, but in no event later than June 15, 1994. (b) Planning Staff and Consultants. City shall designate a member of. the City Planning Department staff or other consultant retained by the City who will have primary responsi- bility for the processing of the City Approvals required by the Project. Such designated member of the Planning staff or consultant shall report directly to the City Manager and City shall continually keep ECB informed of the processing status of the City approvals and the status of the designated Planning staff member or consultant. (c) Spgcific_Plan. ECB shall cause to be prepared a Specific Plan, pursuant to the provisions of Government Code Section 65450, et sea., which specific Plan shall be consistent with the applicable general plan of the City in FS2N1121014804- 000112020847.4 12122192 FINAL - 3 - 28�'�52 effect at the time of adoption of the Specific Plan, and which shall be consistent with the redevelopment plan of Agency as more particularly described in the Agency MOU attached as Exhibit C. Such Specific Plan shall set forth all permitted land uses within the Project, shall provide all development and design standards for the development of the and shall contain all rules, regula- tions, and policies regarding the development of the Project. It is the intent of the Parties that, upon its effective date, the Specific Plan will provide all land use regulations for the Project, will serve as the entire body of zoning regulations of the Project (including site specific standards for approvals or permits for commercial uses) , and that the City's general zoning regulations shall not apply to the Project except as expressly provided in the Specific Plan. In order to effectuate the intent of the Parties, the Specific Plan, when adopted, shall be adopted by City ordinance. (d) Development Agreement. City, to the extent it has not previously done so, shall establish procedures for adoption of Development Agreements, in accordance with Government Code Section 65865. ECB shall cause to be. prepared a Development Agreement to be processed with the City concurrently with the Specific Plan and other City Approvals, which Development Agreement shall provide assurances to ECB of its ability to complete the entire Project under the terms of the Specific Plan, the other City Approvals, and the Development Agreement over the projected build -out period for the Project. The Parties acknowledge that ECB would be unwilling to commit itself to the extensive initial capital outlays for infrastructure and other improvements necessary for the Project were it not to receive assurances of its ability to complete the Project pursuant to a Development Agreement. The Parties further acknowledge that the adoption of the Development Agreement will enhance ECB's ability to finance the Project, since financial institutions may other- wise be unwilling to provide funds without City's assurances of F,CB's ability to complete the Project, as provided by the Development Agreement. (e) Fig Impact Report. Concurrently with the processing of the City Approvals, ECB shall cause to be prepared and submitted to City, prior to execution of the Development Agreement, a Fiscal Impact Report concerning the financial effect of the development of the Project on the City. (f) miacgliane a City acknowledges that ECB has previously expended substantial time, effort, and money in preparing various reports, studies and other materials pertaining to the development of the Project, which reports, studies, and data have previously been submitted to the City. City shall accept and utilize such information and data as a data base in processing the Project. FS21112N014804- OOOI=20867.4 12/22192 FINAL -4- 285'52 3. Federal Permits and Approvals. ECB and City shall cooperate in making application for all necessary federal permits, including but not limited to a United States Army Corps of Engineers Section 404 permit, U.S. Fish and Wildlife permits, any necessary permits required from the EPA, NPDES permit, FAA permits and FEMA permits or any other permits, authorizations or entitlements to use under any Federal act or statute necessary for the construction of the Project over which the Federal government has jurisdiction. 4. State Approvals. ECB and City shall cooperate in making application for all necessary state permits, including but not limited to a Department of Fish and Game 1603 permit, Water Resources Control Board permits, any permits required by the Air Resources Board, any permits or approvals required by the California Department of Transportation ( "Cal- Trans "), any permits required by the Department k Dams, any permits or approvals required by the Department of Parks and Recreation, including but not limited to a tri -party agreement between the Department of Parks and Recreation, the City, and the Elsinore Valley Municipal Water District ( "EVMWD") in reference to preparation of deeds and a lake management plan or with regard to the Department of Parks and Recreation cooperating to resolve cloud on title issues created by AB 1697 in the 1992 State Legislature, or any other permits, authorizations, or entitle- ments to use under any state act or statute necessary for the development and construction of the Project over which the state government or its agencies or departments has jurisdiction. 5. Regional. Governmental Approvals and Permits. ECB and City shall cooperate in making application for all necessary regional governmental permits, including but not limited to any permits, approvals, authorizations, or entitlements to use required under any state act or statute or regional governmental policy, rule, regulation, ordinance, or resolution for the construction of the Project over which such regional governmental agency has jurisdiction. ECB and City shall also cooperate in acquiring property from or on behalf of such regional govern- mental agencies as necessary for the Project. Such regional governmental agency permits and approvals include, but are not limited to permits and approvals to be secured from the Regional Water Quality Control Board, the South Coast Air Quality Manage- ment District, the Santa Ana Water Protection Agency ("SAWPA"), a congestion management plan to be prepared in connection with the Riverside County Transportation Commission, and any approvals or permits which may be required should the State legislature adopt a growth management policy requiring regional governmental approvals. FS211121014804- 000112020867.4 12/22/92 FINAL - 5 - 285'752 6. County Approvals. ECB and City shall cooperate in making application for all necessary County permits or approvals, including but not limited to permits required by the County Road Department, the County Flood Control Agency, or any other County agencies, or for any other permits, authorizations, or entitle- ments to use under any County ordinance, resolution, policy, procedure, rule, or regulation necessary for the construction of the Project over which the County or an agency thereof has jurisdiction. 7. Special District Approvals. ECB and City shall cooperate in making application for all necessary approvals, permits, authorizations, or entitlements to use required by any other governmental or quasi - governmental agency or special district, including but not limited to permits, authorizations, or entitlements to use from the Elsinore Valley Municipal Water District ( "EVMWD" ?, the Elsinore Valley Unified School District, or from other agencies or special districts having jurisdiction over the Project for fire protection purposes, police protection purposes, park and recreation purposes, or water or sewer facility purposes. 8. Agreements Regarding Lake Elsinore. City shall exercise its best efforts to enter into agreements with EVMWD, and other appropriate agencies having jurisdiction, to maintain the minimum level of Lake Elsinore at or between 1240 and 1249 feet elevation. City shall also facilitate any agreements between City and ECB to allow ECB access to Lake Elsinore for purposes of dredging the lake and using it as fill material on the Project site, or for access to Lake Elsinore for marketing or recreational purposes. 9. Financing. City and ECB recognize that, because of the substantial initials and subsequent capital requirements in providing infrastructure for the Project prior to any revenues being generated from the Project, it will be necessary to employ a combination of mechanisms and techniques for financing such costs. City and ECB shall cooperate and take the steps outlined in paragraph 5 of the Agency MOU attached as Exhibit C to secure financing for the Project. 10. Airport Issues. City and ECB are currently considering the possibility of including a limited use airport facility within the Specific Plan area. City and ECB acknowledge that, because of new regulations promulgated by the FAA under the Federal Airport. Noise and Capacity Act of 1990 which preempt to a great extent local regulation over airport use and noise standards, the inclusion of such an airport facility may be detrimental to the ultimate development of the Project. City and ECB shall use their best efforts to cooperate to insure that any proposed airport use within the Project site will not adversely FS211f21014804- 000112020867.4 12122/92 FINAL -6- 285752 affect or otherwise be detrimental to the ultimate development of the Project or its future residents. 11. Selection of Consultants and Technical Experts; Preparation of Engineering and Other Technical Studies. ECB, City, and Agency have previously mutually agreed upon certain consultants and other technical experts to be employed for the Project with regard to the preparation of engineering, environ- mental, technical, and financing studies or reports necessary for the Project and the processing of all City Approvals and all Federal, state, regional government, special district, and special financing or assessment district approvals or permits necessary for the Project as set forth above. The consultants and technical experts previously selected by ECB, City, and Agency are set forth on Exhibit D. Any additional consultants or technical experts, the retention of whose services are necessary for the preparation and processing of other engineering, environ- mental, technical, and financing studies or reports necessary for the Project shall be mutually agreed upon by ECB, City, and, where applicable, Agency. ECB and City shall also meet and confer with regard to the scope of work and professional services agreements or contracts regarding the retention of such consul- tants or technical experts. 12. Cooperation: Negotiation and Good Faith. City and ECB acknowledge that because of the complexity and scale of the Project, and the substantial initial financial requirements related to construction of the Project, it is necessary for City and ECB at all times to fully cooperate with each other, and other governmental agencies having jurisdiction over the Project. City and ECB shall negotiate in good faith concerning all agree- ments, requirements, and governmental approvals which will be necessary to implement the Project, and shall, as expeditiously as possible, proceed on all matters concerning the Project. 13. Notices. All notices or other communications required or permitted hereunder shall be in writing and delivered personally and shall be sent by United States mail, and shall, if not actually received sooner, be deemed received seventy -two (72) hours following deposit in the United States mail, San Bernardino, Riverside, Orange, or Los Angeles counties, postage prepaid, addressed all persons 'to receive such notice at the following addresses: TO CITY: City of Lake Elsinore 130 South Main Street Lake Elsinore, California 91330 Attn: Ron Molendyk, City Manager FS211121014804- OOOI12020667.4 12/22192 FINAL -7- EASTLAKE COMMUNITY BUILDERS, 285'752 a California Limited Partnership By: Its: By: Its: 11 ECB 11 FS211121014804- 000112020867.4 12122192 FINAL -9- TO ECB: Eastlake Community Builders 28575,? 650 Town Center Drive Suite 1900 Costa Mesa, California 92626 Attn: Dan Young Notice of change of address shall be given in the manner provided in this Paragraph 13. 14. Incorporation of Recitals and Exhibits. Recitals A through E in the Recitals Section, and Exhibits A through D are incorporated herein by this reference as though set forth in full. The Parties have entered into this Agreement to be effective on the date first written above. THE flITY OF LAKE ELSINORE Tit By: Title: APPROVED AS TO FORM AND CONTENT: PL Attorney AT ,1EST: V, C- -' City Clerk "Clerk" "City" [signatures continued on next page] FS2t1121014804- 0001 2020857.4 12122/92 RNAL - 8 - FIRST AMENDED AND RESTATED EXCLUSIVE PLANNING AND NEGOTIATING AGREEMENT BY AND AMOUNG THE CITY OF LAKE ELSINORE, THE LAKE ELSINORE REDEVELOPMENT AGENCY AND EASTLAKE COMMUNITY BUILDERS, A CALIFORNIA LIMITED PARTNERSHIP APPEARS AS EXHIBIT "A" TO THE DEVELOPMENT AGREEMENT AND IS NOT INCLUDED HERE d1c019122961 /000 /0020 /developmnt 05 -13 -93 LEGEND Zt • \� .� _ ..� .. � 285`752 ' �r��1 E •. N_w r..0 <N FR ♦VRLI� 1. rf•t' R� L l � J 2 t :ear Kt{ 0 E A S T � L A K E CITY OF LAKE ELSINORE TUC COMMUN1Ti8S nE ,w CAMP . 'vkmoM Ww'opl ENi 0 ...t K.cTr.f ,_ - EXHIBIT B LAND USE PLAN I EXHIBIT "C" MEMORANDUM OF UNDERSTANDING FOR EAST LAKE PROJECT BETWEEN THE REDEVELOPMENT AGENCY AND EASTLAKE COMMUNITY BUILDERS APPEARS AS EXHIBIT "C" TO THE DEVELOPMENT AGREEMENT. AND IS NOT INCLUDED HERE 285'752 dlc0i9/22961 /000 /0020 /developmnt 06 -03 -93 Thomas!. We198 GOVERNMENT AGENCIES: c LTD' !! (7141854-Z941 Matco 3820 Ulla Lane Lake Elsinore, CA 92330 (909) 678 -1985 Fax (909) 678-0744 john Matson '::350PM '717 City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92330 Ron ivlolendyk, City Manager Phyllis Rogers, Asst. City Manager Dick Watenpaugh, Community Services Director Ray Wood, Administrative Services Director Robert Christen, Planning Director Duane Morita, Senior Planner Bill Basham, Special Projects Coordinator (909) 6743124 Fax (909) 674 -2392 PAGE 6 285'52 285'752 Development Agreement and submit the same to City. City shall expeditiously complete the review of all such items. 4.5.2.2 Construction and Installation. ECB shall have the right to construct and install all public improvements /facilities and utilities which are under the jurisdiction of City /Agency (including without limitation streets and storm drains) in accordance with the procedures referred to in Paragraph 5.4 herein. 4.5.3 Infrastructure and Utilities Under Jurisdiction of Other Public A_ggncies and Utility Companies. Nothing in this Paragraph 4.5 is intended to apply to infrastructure and utilities which are under the jurisdiction of public agencies or public utility companies other than City /Agency.(including without limitation water and sewer facilities). 4.6 Grading and Filling. City /Agency shall cooperate with and assist ECB in obtaining any required permits authorizing ECB to dredge Lake Elsinore at no cost to City /Agency to obtain fill dirt for development of the Project on the Site. City /Agency shall not charge ECB for the rights to remove fill dirt, excepting only (i) reimbursement to City/ Agency for the costs either of them may have incurred to acquire the rights to such fill dirt from third parties and (iii) payment of applicable regulatory fees in an amount not to excess the cost of the service provided. F52111M14804- 0001,2001066.11 12/22/92 MAL -20- 4.7 Affordable Hous. ing. 285'752 4.7.1 ECB's inclusionary_Housing Obligations. 4.7.1.1 Number of Affordable Units. A minimum of 15% of the dwelling units developed within the portions of the Site located within Redevelopment Project Area Nos. II and III (the "Affordable Units ") shall be made available at affordable housing cost to persons and families of low or moderate income, in accordance with Health & Safety Code § 33413(b). A minimum of 40% of such Affordable Units (i.e., 6% of the total dwelling units) shall be made available at affordable housing cost to very low income households (i.e., households earning less than 50% of area median income adjusted for family size) . The City /Agency shall not require a greater percentage or number of Affordable Units to be developed. 4.7.1.2 Type of Affordable Units. ECB shall have the right to deter- mine the type of ownership for the Affordable Units (whether for -sale or rental), size, number of bedrooms, amenities, and occupancy standards (senior versus unrestricted). 4.7.1.3 Phasing of Affordable Units. It is understood that not every individual housing development on the Site will include Affordable Units. ECB shall have the right to determine the phasing of Affordable Units so F52\1121014804- 0001 \2001066.11 12/22/42 FINAL -21- 285752 long as the minimum percentage of Affordable Units required in accordance with Paragraph 4.7.1.1 herein is provided every 10 years through buildout of the Project, in accordance with Health & Safety Code § 33413 (b) (4) . 4.7.1.4 Duration of Affordabilit Covenants. Subject to the next two sentences herein, and in accordance with Health & Safety Code § 33413(c), the Affordable Units shall be subject to a recorded covenant in favor of Agency guaranteeing that such units shall remain available at affordable housing cost for the period of the land use controls in the two Redevelopment Project Areas (i.e., until July 17, 2023, in Project Area II and until September 7, 2027, in Project Area III ). No person shall be evicted from an Affordable Unit due to an increase in his /her household's income after the date of initial occupancy. In addition, in the case of for - sale units, the Agency and ECB agree to cooperate in developing an equity sharing arrangement pursuant to which the owner of an Affordable Unit may sell such unit at a price in excess of the maximum otherwise permitted if such owner pays to the Agency a percentage of the profit on the sale, which profit the Agency shall then deposit into a special fund to be used only for the purposes allowable under Health & Safety Code § 33334.3. F52i112%01d804- 000112001066.11 12/22/92 MAL -22- 5. 4.7.2 No Other Obligations on ECB for 285752 Provision of Affordable Housing. Except as expressly scat forth in Paragraph 4.7.1 herein, ECB shall have no obligation for providing affordable housing, and any obligations that may now or hereafter exist with regard to affordable housing shall be the sole responsibility of Agency. Agency shall timely perform all of such obligations so as not to prevent or delay development of the Project on the Site in accordance with ECB's development schedule. Allocation of Costs of Developing the Pro ect. 5.1 ECB's Costs. Except as specifically set forth herein, ECB shall be responsible for all costs incurred to acquire the Site and all "Development Costs" (as that term is defined in Paragraph 5.6.1 herein) for the Project. 5.2 Costs for Preparing and Processing Reports, Plans, and Permits. Agency and ECB shall share equally in costs expended by City/ Agency, on the one hand, and ECB, on the other hand, in preparing and processing reports, studies, analyses, schedules, environmental documentation, permits, authorizations, and entitlements to use for the Project, including without limitation the following: all environmental analyses and reports required to comply with the California Environmental Quality Act ("CEQA'") and, if applicable, the National Environmental Policy Act of 1970 ( "NEPA "), as set forth in Paragraph 1 of the City MOU; the City Approvals referred to in Paragraph 2 of the City MOU; the federal permits and approvals referred to in Paragraph 3 of the City MOU; the State approvals referred to in Paragraph 4 of the City MOU; the regional governmental approvals and permits referred to in Paragraph 5 of the City MOU; the County approvals referred to in Paragraph 6 of the City MOU; and the Special FS211121014804- 000112001066.11 12/22192 FINAL -23- 285'752 District approvals referred to in Paragraph 7 of the City MQU. Such sharing of costs shall be generally in accordance with the July 18, 1991, letter agreement between City and ECB, as the same may be amended from time to time. ECB shall submit quarterly invoices to Agency which shall pay its equal share of the amount of such invoices no later than thirty (30) days after submittal. 5.3 Cost Control Procedures for Construction/ Installation of Public Improvements and Facilities. 5.3.1 Competitive Bidding. After the City /Agency approves the plans and specifications for any of the public improvements /facilities which are under the jurisdiction of City/ Agency (including without limitation streets and storm drains) and which are to be constructed or installed by ECB pursuant to Paragraph 4.5.1 and /or 4.5.2 herein, ECB shall exercise good faith efforts to obtain a minimum of three competitive bids for the work in question. The bids shall be submitted to Agency's Executive Director or designee for approval. Approval shall not be unreasonably withheld or conditioned. Agency's payment /reimbursement obligation for the improvement in question shall be based upon the lowest responsible bid submitted, subject to a reasonable increase for contingen- cies and change orders, and with the understanding that ECB shall have the right to select a higher bid (and pay the increased cost without Agency reimbursement) in its sole discretion. The lowest responsible bid shall be deemed approved by Agency if not rejected in writing within five working days after receipt. F=112 \014804- 0001=0100.11 12=92 MNAL -24- 5.3.2 Limitations on ECB's Responsibility for Construction /Installation of Amenities. Notwithstanding any other provision of this MOU, ECB shall have no obligation to incur total Development Costs for any of the Amenities and the Site shall not be encumbered or burdened (whether through a CFD, assessment district, or other public or private financing mechanism) by Development Costs for any of the Amenities in excess of the amounts shown in Attachment No. 1 to this MOU. Costs in excess of such maximum cost amounts shall be referred to herein as the "Excess Amenity Costs." If ECB reasonably determines prior to award of contract and commencement of construction that Development Costs for any of the Amenities will exceed the applicable cost cap, ECB shall so notify Agency. Within 30 days after receipt of such notice, Agency shall take one of the following actions: (i) advance to ECB in cash the estimated Excess Amenity Costs in an amount.equal to "Agency's Share of the Tax Increment" (as that term is defined in Paragraph 5.6.3 herein), out of any source of funds (including bond proceeds) legally available to Agency; or (ii) cooperate with ECB in redesigning the Amenity to reduce or eliminate the Excess Amenity Costs; or (iii) defer construction /installation of the Amenity for a period not longer than five years (during which time Agency shall have. . the right to require construc- tion /installation to occur upon payment of the Excess Amenity Costs); or ES211121014504- 000112001066.11 12/22/42 FINAL -25- 285'52 (iv) cooperate with ECB in causing 285752 the Amenity to be deleted from the Specific Plan and any other applicable development approvals, in which event ECB shall have the right to apply to the City to convert use of the property on which the Amenity was to have been constructed /installed to a residential or commercial use compatible with surrounding properties. 5.4 Agency Obligations Re Housing Set -Aside Funds. Agency has represented to ECB that Agency is not required to set aside any portion of its Property Tax Increment from either Project Area II or Project Area III for affordable housing purposes under either Health & Safety Code § 33334.2 or 33334.6 through the 1992- 1993 fiscal year and that Agency has made and is entitled to make the finding referred to in subdivision (a)(1) of that statute for fiscal years through 1992 -1993. Agency anticipates it will continue to be able to annually make the findings referred to in Health & Safety Code § 33334.2(a)(1) or (2) for the remaining terms of the Redevelopment Plans for Project Area II and Project Area III, respectively, provided, however, that Agency cannot make any warranty or representation in this regard. If for any reason Agency is required in any fiscal year to set aside Property Tax Increment funds for affordable housing purposes, the payment /reimbursement of Property Tax Increment revenues to ECB pursuant to Paragraph 5.6 herein shall not be reduced or deferred and, to the maximum extent permitted by law, Agency and ECB shall cooperate to allocate and apply 1001 of the Agency's housing set -aside obligation to reimbursement to ECB for all of ECB's Development Costs relating to acquisition of land and development of the Affordable Units pursuant to Paragraph 4.7.1 herein and to include such reimbursement in the amounts owing to ECB under Paragraph 5.6 herein. To the extent such an allocation is not legally permitted, Agency shall fund the remaining F521I M014804.000M200I066.11 12122/92 FINAL -26- portion of its housing set -aside obligation 2857S2 out of the "Agency's Share of the Tax Increment" (as that term is defined in is 5.6.1 and 5.6.2 herein), 5.5 Agency Loans. 5.5.1 First Agency Loan. Upon final approval of the Specific Plan, the DDA, and the Development Agreement, whichever occurs last, Agency agrees to loan to ECB the sum of $5,500,000 (the "First Agency Loan "). The First Agency Loan funds shall only be payable to ECB if ECB provides satisfactory evidence to Agency that ECB has expended or committed to expending an equal or greater amount of its own funds (including funds borrowed from third parties other than Agency) for acquisition of properties within the Site and development of the Project. ECB shall be permitted to expend the First Agency Loan for eligible redevelopment purposes, including without limitation ECB's share of planning and engineering expenses, site preparation, and funding of ECB's property acquisition obligations pursuant to Paragraph 3 herein. Agency and City agree at the time the DDA is approved to consider making any necessary findings under the Community Redevelopment Law to authorize the First Agency Loan. Agency shall be entitled to require that the proceeds of the First Agency Loan be deposited into an escrow or other similar account with sufficient controls to assure the proper use of the funds as set forth herein. 5.5.2 Second Agency Loan. During the first year of construction of the Project, Agency further agrees to loan to ECB the sum of $10,000,000 FS M2\0l4804- MI\2001066.11 12122192 FINAL -27- (the "Second Agency Loan ") for Development Costs attributable to 285752 the Amenities. The Second Agency Loan shall bear interest at an interest rate to be established in the DDA (either fixed or variable) based upon Agency's average earnings on investment of surplus funds. Agency shall be entitled to require that the proceeds of the Second Agency Loan be deposited into an escrow or other account with sufficient controls to assure the proper use of the funds as set forth herein. 5.5.3 RenaVment of Agency Loans. Both the First and Second Agency Loans, including accrued interest and unpaid principal, shall be payable out of the "Project Share of the Tax Increment" (as that term is defined in Paragraph 5.6.2) and shall be due and payable within five (5) years after the Second Agency Loan is disbursed or on such earlier date that the Agency issues Bonds pursuant to Paragraph 5.6.2 herein with net proceeds in excess of the accrued interest and unpaid principal then owing. ECB shall have the right to prepay all or any portion of the Agency Loans at any time without penalty. 5.6 Agency Contribution of Project Share of the Tax Increment. 5,6.1 Designation of Project Costs Eligible for Agency Payment/ Reimbursement. To the maximum extent permitted by law, Agency's Property Tax Increment payment/ reimbursement obligations under this Paragraph 5.6 shall be allocated to the following eligible "Development Costs" (as that term is defined below) incurred or obligated in FS211121014804- ==2001066.11 12/22192 FINAL -28- developing the Project (in addition ;?85752 to costs funded by Agency pursuant to Paragraphs 5.2 and 5.5): (i) Public improvements and facilities, including without limitation streets, utilities (water, sewer, storm drain, and flood control), water reservoirs, parks, schools, wildlife habitat improvements, public recreation facilities (tennis, swimming, baseball stadium, rodeo stadium, eques- trian center, marina, beach club, and golf --ourses), lake improvements, fire station, and community center, all as set forth in the approved Specific Plan, as the same may be revised from time to time in accordance with the Development Agreement; (ii) Filling, grading, and site preparation; (iii) Affordable housing (to the extent required by law as referred to in Paragraph 5.4 herein); and (iv) Property acquisition costs and land "write downs." As used herein, the term "Develop- ment Costs" shall include all reasonable direct and indirect costs for planning, design, engineering, financing, constructing, super- vising, and inspecting said improvements, including without limitation a reasonable developer fee (not to exceed 5% of hard costs) and (assuming a related entity of ECB does any of the construction work) a reasonable contractor's fee (not to exceed &W of hard costs). In the event Agency issues bonds, notes, or other evidence of indebtedness (herein, "Bonds ") to FS2\112\IM4- 000112001066.11 12/22/92 FINAL -29- finance any of Agency's obligations, 285752 Agency and ECB shall cooperate to maximize the allocation of any proceeds of Bonds to purposes that will enable Agency to borrow at tax exempt interest rates. 5.6.2 Agency Obligation to Collect Property Tax Increment. Throughout the remaining term of the Redevelop- ment Plans for Redevelopment Project Area No. II and Redevelopment Project Area No. III, Agency shall timely perform all obligations required to obtain the maximum amount of revenues (herein, the '}Property Tax Increment ") that Agency is entitled to receive under Health & Safety Code § 33670(b). The Property Tax Increment consists of three components: (i) the "Taxing Agencies' Share of the Tax Increment "; (ii) the "Project Share of the Tax Increment "; and (iii) the "Agency Share of the Tax Increment" (as those terms are defined herein). The Taxing Agencies' Share of the Tax Increment shall mean the portion of the Property Tax Increment from Project Area II and Project Area III that Agency is required to pay pursuant to agreements entered into by Agency with affected taxing entities prior to the date of this MOU. Agency has represented to ECB that the Taxing Agencies' Share of the Tax Increment is 27% of the total Property Tax Increment in Project Area II and 40% of the total Property Tax Increment in Project Area III. Of the remaining portion of the Property Tax Increment, the Project Share of the Tax Increment is the portion payable to ECB (or to retire Bonds, the net proceeds of which are payable to ECB) pursuant to Paragraphs 5.6.3 and 5.6.4 herein; the remaining portion of the Property Tax Increment is the Agency Share of the Tax Increment. F5211IM14804-000i12001066.11 12/22/92 FINAL -30- 285'752 5.6.3 Calculation of Protect Share of Tax Increment. Upon ECB's written request, Agency shall exercise best efforts to periodically issue and sell tax allocation Bonds. The Bonds shall be secured by all of the Property Tax Increment in Project Area II and Project Area III, respectively. In sizing the Bond issues, however, Agency shall utilize only 1000 of the Property Tax Increment from that portion of Project Area II and Project Area III acquired by ECB (or related entity) pursuant to the DDA and excluding the Taxing Agencies' Share of the Tax Increment attributable to such properties. The Agency shall further utilize a debt service coverage ratio of 1:1 based upon the most recent Property Tax Increment figures available at the date of the Bond sale; provided, that the Agency shall be entitled to escrow the Bond proceeds as may be reasonably required in order to satisfy normal underwriting requirements until an acceptable higher debt service coverage ratio is achieved. The entire net proceeds of such Bond issues shall be paid to ECB for reimbursement of eligible Develop- ment Costs identified in Paragraph 5.6.1 herein. The Agency shall consult and cooperate with ECB in the timing, structuring, and marketing of the Bond issues in order to achieve the maximum possible net proceeds and the maximum borrowing at tax exempt interest rates. Bond issues within each Project Area shall be scheduled in approximately three (3) year cycles, commencing with the first phase of construction in 1995 and continuing every third year thereafter through the build -out of the East Lake Project ( in approximately 2007). MU M014904-000112001066.11 12/22192 FINAL -31- 5.6.4 Developer's Option to Receive 285752 Percentage of Property Tax Increment. As an alternative to the issuance of additional Bonds, commencing at the time the additional Bonds were to have been issued and sold pursuant to the schedule set forth in Paragraph 5.6.3, ECB may elect to receive periodic payments from Agency equal to the following: 67W x (total Property Tax Increment from that portion of the site acquired by ECB or related entity - Taxing Agencies` Share of the Tax Increment - total debt service requirements on then - outstanding Bonds) Such payments shall continue until sale of the next Bond issue and shall be included in the definition of the "Project Share of the Tax Increment" as referred to in Paragraphs 5.6.2 and 5.6.3 herein. 5.7 Agency's Contingent Obligation to Contribute Agency Share of the Tax Increment. Agency agrees to commit the Agency Share of the Tax Increment to fund its obligations and eligible Project Development Costs referred to herein to the following limited extent: {i) as needed to pay Agency's portion of any costs for acquisition of properties pursuant to Paragraph 3 herein; (ii) to pay any Excess Amenity Costs that Agency has elected to or is required to fund in accordance with Paragraph 5.3.2 herein; (iii) to cover any housing set -aside obligations that Agency may incur that are not included in the amounts paid or reimbursed to ECB in accordance with Paragraph 5.4 herein; and {: to pay any other costs incurred by Agency in performing its obligations under this MOU and the DDA. FS21112\014804- 000112001066.11 12122/42 FINAL -32- 285'752 5.8 Mello -Roos and Assessment District Financing. City, in cooperation with, and at the request of ECB, shall initiate and use its best efforts to cause the establishment of a Mello - RQOS Community Facilities District ( "CFD "), in accordance with the provisions of Government Code § 53311, et sea. If deemed necessary and desirable by ECB, several CFDs may be established over the Project Area in order to facilitate the funding of improvements and services necessary for the Project. Addition- ally, a CFD may be utilized or created to finance the annual costs of maintaining certain public improvements and services. The parameters of the CFD 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 3.00; (ii) a total property tax /assessment payment not to exceed two percent (2U per year per parcel; (iii) a debt service --overage ratio not to exceed 1.05; and (iv) an annual escalator on the CFD tax and debt service of two percent (2k) per year. In addition, City, in cooperation with and at the request of ECB, shall use its best efforts in establishing other assessment districts, maintenance districts, or other financing districts authorized by state law in order to assist in the payment of public improvement costs for the Project, as deemed desirable and necessary by ECB. Nothing in this Paragraph 5.8 is intended to restrict the authority of public agencies and public utility companies other than the City /Agency with regard to public improvements and services over which such other agencies/ companies have jurisdiction. FS21112501480a- M112001066.11 12/22/92 FINAL -33- 5.9 Reimbursement of City Obligations Under 285752 Agreement with EVMWD. In consideration for Agency's financial contribution to the Project, as set forth herein, ECB agrees to reimburse City for the annual payments required to be made by City to EVMWD under Section 15(b) of that certain "Agreement to Fill and Operate Lake Elsinore" dated December 19, 1991, and entered into by and among the City, Agency, and EVMWD, provided that in no event shall the amounts required to be paid by ECB to City hereunder exceed the sum of $300,000 per year. Such payments by ECB shall commence in the first fiscal year after the ODA is approved and continue until the full payment or discharge of City's obligation to EVMWD under said agreement or until the Redevelopment Plans expire, whichever occurs first. ECB's payments shall be made out of the Project Share of the Tax Increment and /or proceeds of Bonds issued and sold pursuant to Paragraph 5.6.3 herein to the extent funds are available from said sources. The DDA shall include provisions regarding priority of payments in the event the Project Share of the Tax Increment and Bond proceeds are insufficient to cover all eligible expenses. 5.10 City Cooveration With Agency Financing. City shall cooperate with Agency's efforts to utilize financing available to the Agency and for the purposes as stated in Paragraphs 5.3- 5.6 herein. 5.11 Reimbursement A regiments. In connection with (i) public improvements and facilities which are under the jurisdiction of City /Agency (including without limitation streets and storm drains) and which are installed and constructed or otherwise paid for or financed by ECB and (ii) ECB's cost of preparing and processing the Specific Plan for property owned by landowners other than ECB who benefit from such public facilities and improvements and Specific Plan, City shall, by ordinance, establish a benefit district over all properties benefiting from such public improvements and facilities, and shall enter FSZ112\ota804- WOD2oo1o66.ti 12l22192 KNAt -34- into reimbursement agreements with ECB. Such 285'752 reimbursement agreements shall provide ECB with reimbursement for the costs of installa- tion and construction or financing of such public improvements and facilities benefiting other landowners in excess of the pro rata share attributable to ECB. 6. Miscellaneous. 6.1 Assignment. ECB shall have the right to assign its rights under the DDA /Development Agreement prior to Agency's issuance of a Certificate of Completion for each parcel within the Project, subject to Agency's reasonable right of approval. Standard exceptions to the requirement for Agency approval of assignments shall be included, including assignments for financing purposes and assignments to a general or limited partnership in which ECB (or its general partners) is a general partner. 6.2 Rights o€ Successors and Assigns. There shall be no cross - defaults between parcels or phases; in the event of an assignment by ECB of its rights with respect to a portion of the Site, ECB shall not be in default for a breach by a third party or vice versa. 6.3 Other Provisions. The DDA shall contain such other provisions consistent with this MOU as may be mutually agreed upon by the Parties and which are customarily included in Disposition and Development Agreements for similar projects in the State of California. F=112\014804.000112001066.11 12/22192 F[NAL -35- 285.'752 WHEREFORE, the City, Agency, and ECB have executed this MOU to be effective as of the Effective Date set forth herein. CITY OF LAKE ELSINORE, a mun W pal corporation By: Ma r ATTEST:- Vicki Lynn Kasad, City Clerk AP ROVED A" FORM AND LEGALITY: J John R. Harper, C ty Attorney r T. Vick�Agrecy Secret of t LAKE ELSINORE REDEVELOPMENT AGENCY, A P VED D RM AND LEGALITY: ohn R. Harpe development Agency Counsel EASTLAKE COMMUNITY BUILDERS, a California limited partnership A Fszu tz',W M4 - =1\2001066.11 12112192 MAL -36- East Lake List of Amenities Amenity_ Amount * Quantity Phase 1 Lake Wetlands & Habitat Park Recreation Center Public Golf Course (half) Promenade Park Community Center Fire Station Schools (2 elementary) Phase 2 Public Golf Course (2nd half) Club House Recreation Center Elementary School Phase 3 Baseball Stadium Rodeo Stadium All Sports Center Tennis Center Swim Center, etc. Misc. Playing Fields Equestrian Center Airport Improvements Schools Elementary School Junior High School Phase 4 Champion Golf Course Club House Recreation Center Wetlands & Habitat. Lake Front Park Open space Elementary School $ 2,000,000 2,760,000 1,700,000 1,000,000 1,620,000 350,000 1,000,000 3,000,000 11,200,000 $ 1,620,000 1,000,000 700,000 5,600,000 $ 5,500,000 1,000,000 4,000,000 1,000,000 2,000,000 1,250,000 5,600,000 6,570,000 $ 3,960,000 2,500,000 1,000,000 4,860,000 6,950,000 660,000 5,600,000 ATTACHMENT N0. 1 285'752 1LS 92 acres 22.5 acres 1.0 LS 9 holes 3 acres 1LS US 1,600 pupils 9 holes US US 800 pupils 1LS 1LS ZLS 1LS US 1LS 800 pupils 900 pupils 18 hole 1LS 1 LS 121.5 acres 69.5 acres 66 acres 800 pupils 285'752 Phase 5 $ 715,000 11 acres Lake Front Park 2,177,500 33.5 acres Channel Park 2,200,000 8 acres Center Park 1,250,000 250 docks Channel Town Marina 750,000 1LS Isle Marina & Pier 1,000,000 200 docks Resort Marina & Launch 720,000 120 docks Town Center Marina 850,000 30 acres Beach Club Schools 11,200,000 1,600 pupils Elementary (2 each) 10,800,000 1,200 pupils Senior High School 1992 construction costs only, and do not * These amounts are engineering. Maximum costs shall be include design and to of the the A ate adjusted from adDDstmentsuto hee CPI coTlstruC t n ATTACHnNT NO. 2 EXHIBIT "D" MAP SHOWING SPECIFIC PLAN AREA 285'752 dic019 /22961 /000 /0020 /devetopmnt 05 -13 -93 LEGEND 285752 E A S T L A K E CITY OF LAKE ELSINORE TIVIC COMMUNITIES FRANKLIN ■ vit"T rEPY ,-E Mk-0«E DEVEL'e%S?qy EET 0 ,Z KTGY �—,P LEGEND 285752 cl os FRANKLIN vit"T rEPY EET rvE L- �! whihit � i EXHIBIT "E" LEGAL DESCRIPTION OF DEVELOPER'S PROPERTY 285'752 dlcoi9 /22861 /000 /0020 /developmnt 05 -13 -93 �xox snow CM LOT 1 �'N FX� a MR?t�x►x�' F�� LdWS CQ11'RPN "I T T DF.S6R2.p� RS PORT %CN QF RANOR 4 WF.S Azx ':OWKSUIP 6 SOVTRr yEP� SU OF S 8Y UVy+�SD "''ATRP' OF TEES KOgT�tF�' Ql zTi' RSKGTT c. Lzxt�S: yZNR XT, fiRR A R ttOR'S RRfiI2xNGy TRSSTS'4ipA IMS4 F aN'ORzR` DES SUCT %lo O 89 � 'Za � CS of �a � a $ PILC - aFrzGo Na of az� � �,z$TAx ST S SW TT.41; �6� y . A$ c _ RUNENT ttC CORNER 0' T �.7 . E19 c%L%vojaaR ► AR y I$ R'SGORDFD +lul% r ER OF PAorks RSCCP�S OF R %�tSggz� ,A,RSTV LY GO" RGDR �4C1 COONT 140 gKBR p,ISO a,& �� gY�t �O�R�g . o�' KRIVSRSxUg S. p Z196F =� gavis r S�yUTgW88 Fa P O Prato ALCNC TO A p{�zNT 'ruttGVOx 44 55" I'A &''r , O ,�,UZ CITY �c�oRxx�: a� �� ��.o.o�r �`�� CAL Sat TR i9 pruot ISSS $ 5 Cz �NyRyED AS YN6TR� �L4cz, SOV aCEL lap r STRZ zFCR L�N1S Og Y LZtiS Q S RZ �rJy ';O't ��Ug Col © y fit, T KaRT021� sAzD L R r't'SI t�tCRB BY Dl R 47 � 0' OF ST t1V A ID { VHA L NO. 444 G17` QFFZC�AX+ n �S$'� r ��19 R,x,� �g DS(�tlSg$ ,fig �; LA �,ONC S,A�D L TB�CT Cg 4g $46. 6 FRS � ZB" ST rztiT CF I3SO yttG: TV CR KO .TU 1.4 DZG RS ~�C or 1213.68 T�` � � pA ~,J ����_� %i. �..f �. �..__. ,`:..a~ - . ..... ...... ....�.._.__.... .. ... .... _ ,._... , I.f..1A�..�.�Yt.�.itint.,'.al. I� ♦(�M PROs• �_ ;RSA A_M�RI.CAN T IT l.6 RPr-- rM •: :'4- Y.;�r1�.1:!l.s '1�'!t�q(ty�t�:! Z04 tar OIL, I ALL OIL r ON�IXXTR . x'X' AS RESSR �FRC1A Ali U 1N OR TOMEWD RECORpEi7 IvTv r g,RCEPTIT nTDA0CARA0N SUSSTA�ICES SEA 'S BEDS r REC- t)g OAS AND FT.RS� Tg�SZ` A pAti�C 553 . pF D xR riEE Ra 1925 %" R0 55S MARL i COt3PITY, . CALIVOPIQl £i ggUTR: RAR£ E 4 PAR. ION 1Gr '�`4Sriii£�FfI �� �L C�Det 8'TATE5 FRACTIONAL SECTION as g$OVIi „ � �T PORTxp�i 4F WTI X,QT ? a D" or $ERjQkRD1NO N�gy$1A14r WEST, SAN ►, ERE4Fr 1'OGE'�� �DZYXgxil24 Off` $LC1� � �,PFa, Govv SUN= W BLOCK ~ r 1TL K ' PA" 296 LOTS 15 AND L-Ls loax AS SxDjgoo COUN'M'S�, CA1,Ixr4g,NxAr _ RECpROS' OF $ S` IMLOT A$ VAC ' El? AND UCrUST 18 r I'9%5 1�S T P gX ION .. F3'�7dNt?N JDF COUNTY, TOO=SruR WxTR T S OF RSYE CLOS$D TO rtML%C USR OrIPICT -aL Itaco u IZiSTRUMS1iT KO 95579 QF VOL10vs OLi� MIFORM &, DESGRI$RD As A ' E RANG 0 tin R13RR G'1? SAIpy LOT Ng6 t�'F. TR D 1 m , 0 AT T1iE HORN W T,Sg MST+ 16 , FiaD pC11NT SEx1ic I,QCA3SD or SAID LAT �Z ""'T" HT Ls�� w��TERLY �x�� of LAQLYNSi $Ag*rSRL 'r ax.t�1�G a VoI2i'�' Obi �' �,E gAI1+RO1�►D► pS 'xSNNC'�+ STEgy�f. ga1.85 ,xp� A SAM VROpUCEp aF ,SpY OF olir 1513-64 $'' +tea' IttG � DEG9hy O ? r D WESTERLY L1NZ r CORNER Or SA" Z,dCATI . SOVTHgASTEMLY. , I.OI`i � T4 THE NORT STERLY Tum y 1140.6 FS LINE 07 sa%D TaBsc% WSSTERL , T= EA$TE 'X X r + WEfi`L'r ALQNG �ipR'�'REA$TERL LOT 29'r Tai 35 10 S 38 DISTANT 55i?..6'S �° '= Sx GARNER or Tum;CF SOU poll�iT g $p� LOT 29, 792.52 FEET TC RTERL"� LINE .FltQM _ CNG SAID � A Pt�3�' dN THE WES�TZAa� ' LUM t�F MEASVttED E NiyRT . EST CQRNER SAID LOT 29; Y 1351.60 F . Tawcz 1ar.STrRL , STnNT 707 PEST rain of SAID r„Ovg r WE$'�F' `Y LxNE of aA LOTS xg A�tD 1.£y r xHrkRsav; ALOMO � YD LOT 3.�rr 1287.99 % TRZK s 33GR'1'�IF +" r $$T olm d dF SAIF LOT r att27 FEET To o�T. i6i=wm �182iCE $A$Tll�"� x� pF RL'`S`'INNI't3A�i BOA); FEZ TO T E SWORE Q , FROM TIMT PO: ION L 1:2;Q WITH. TO .PETS �. LEHR KCSF'1's i PORTIQIi AS CQ � INSTAUX� 144 ` �sFROM ' ER 25.. 1.989 �►$ A1+SOOSFTSxIGECf3RTsL'A SENT CALI?�CxRkixA. BX OvITCL'AZH pREG OF RIVERS CO fTY, 3848? or oa`'YC7� TtEcOR+S PACE 3 APR 9"91 7 r 12� _FR0M,.•P 1 i2ST r PARCEL 3: AMERICAN TITLE 285'752 PAGE. OWS 1904454 LOT 8 = BLOCK "0" 'Or RESUBDIVISION OP BLOCK "D". OF ELSINORE AS SHOWN BY MAP ON FILE IN BOOK 6 FA4_ E - S OF MAPS, RECORDS OF SAN DxEGO COUNTY, CALIFORNIA; TOGETHZR WITH THAT POR'T'ION OF LOT 7 IN SAID BLOCZ, AND THE SOUTHrASTERLY HALF OF STONSMW STAZET AS 'VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION RECORDED AUGUST 8., 1965 AS IHSTAUMENT NO. 9SS79 OF OFFICIAL RECORDS OF RIVERSIPS COUNT' r_ C3 XFORNIho DESCRIBED AS FOLLOWS: 2"3Et 1N2iIti{ AT THE SOUTHWEST CORNER OF SAID-LOT 7; THENCE SOUTIt 53 DEGREES 261 80" MIST, ALONG THE SOUTHW €STF.IMY LINE OF SAID LOT 1318.44 FEET TO 'T= SOUTHEAST CORNER THEREOF, TF3WCE NORTH 36 DtOREESS 37' 80" MST, ALONG THE SOUTHEASTERLY LINE OF SAID 'LOT, 1002.81 FEET TO:. THE MOST EASTERLY CORNER THMEOF; THENCE NORTH .15 DEGREES WEST, ALONG, THE NORTIMSTERLY LINE OF SAID LOT :.4$ 5.31 FEET' TO THE SOUTH SIDES Oki` A 40 FOOT STREET, THS NORTHERLY SIDE OF SAID 40 FOOT STREET BEn;rr THE SOUTHERLY LINE OF THE .LMD CONVIsVE 3 TO MARY C. *HXLL, BY DEED DATED JANUARY 27, 1913, AND RECORDED MARCH 17, 1913 IN BOOK 371 PAGE 101 OF DEEDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE NORTH 80 DEMMS 14' WEST, 165.39- FEET ALOIV'O THE SOUTm=v LIRE OF SAID STREET, TO A, 60. FOOT STREET, BEING THE NORTHWESTERLY LXNE OF SAID tOT 7; THENCE SOUTH 36 DEGREES 371 60" WEST, ALONG THE NORTHWESTERLY LINE OF 8AXD. LOT, 3.840.61 FEET TO THE POINT 'OF BEGINNING, ALSO TOGETHER WITH THAT PORTION OF FRACTIONAL SECTION 16, TOWNSHIP f! SOUTH, RANGE 4 WEST, AS SHOWN 13.1 - UNITED STATZS OOVRRNMENT 80LtRV THEREOF, DESCRIBED AS FOLLOWS: BEGINNING AT T" MOST RASTERLY CORNER OF SAID xOT 7 - THENCE NORTH 86 DEGREE$ . 37' SO" EAST, . ALONE; THE NORTHEASTERLY r=XNSXON or THE SOUTHZASTERLY LINE OF SAID LOT 7' 1131, 76 FEET TO A POINV ON THE WESTERLY LINE OF T= RIOUT OF WAY OF THE ATCHISON TOPEK& AND SANTA FL RAILROAD, AS NOW LOCATED; THENCE NORTH 19 DEGREES 321 WZST, ALONG SAID WESTERLY LINE, 388.81 rNET Td THE SOUTH SIDE OF 1 40 FOOT STREET, TITS NORTHERLY LIbE or SAID 40 FOOT STREET AEXNC THE SOUTHERLY` LIME 01' = LAND CONVEYED ', O - -MARY C. HZLY., BY HEED MATED JAHVARY 27, 1913, AND RECORDED MARCH 17, 1913 IN 'SOOX 371 PAGE 131 OP GEED$, RECORDS OF RIVERSIM COUNTY, CALIFORNIA; THENCE NORTH 80 DEGREE$ 14' WEST, 980.51 FEET gLO*NG : -- TffE SOUTH SIDE Off` SAID STRr=o TO THE LA LAGUNA RANCH LINE; THENCE SCUM 15 DEORESS 151 EAST, ALONG 'THE_. EASTEMY ZINE OF SAxD LOT 7, 1468.31 FEET TO THE POINT OF SEOTNNIN'0;, PAGE 4 APR -09 -1991 09:28 FRC SOUTHWEST RERLTY TU 56999878 P,06 s •,,, . . -., .... Yea •�' . •. .. ...... :.:. ... .. . '...... -.. .....___ .. -.... .. .. 285`752 . A P R 9 ' S ! 7 13 FROM FIRST AMERICAN TITLE PACE . q06 1904464 EXCEPTING VnERSFROM THAT PORTION AS CONVEYED TO PETER. J. LMM_ BY QUXWCLATM DEED RECORDED SEPTMORR 28, 1989 AS rNSTRUMENT NO 334667 OF OFFICIAL RECORDS OF RIVERSIDE'COUNTY, CA.LYFO»ilAr ALSO EXCEPTING THEREFROM THAT PORTION LYIRG WITHIN CRA.WF"ORD STREET AS SHOWN ON S41D MAP OF RESUBDX SIVXON OF BLOCK "D" of ELSI3+tOR1: � . ALSO EXCEPTING THEREFROM THAT PORTION LYING WITHIN.�:ELSINORE ROAD. PARCEL 4t THU SOM!HEAST=Y 24 ACRD OF LOT 3, THE SOUTUWESTERLY 24.59 OF LOT 6, AND ALL OF LOT 9, ALL XN BLOCK "0" OF RLSUBDXVISXOX OF BLOCK _"DM OF ELSINORZ AS SHOVN SY MAP ON FILE IN BOOK 6 PACE 296 0 MAPS, RECD =S OF SAN DIEGO COUNW, MIy0PNrh- PARCEL, "5: THAT PORTION OF LOT •29 IN BLOCK T0M- OF RESUBDISIVION OF BLOCK "D" OF ELSINORE AS SHOWN $Y MAP ON FILE IN BOOK 6 PAGE 295 OF MAPS, RECORDS OF SASE bIEGO COUNTY, CALIFORNIA, I)ESCRItED AS FOLLOWS COMIZN.CING AT TUZ S0UTW4ZSTZ9LY COMER OF SAID LOT 29; THENCE NORTHERLY, ALONG THE WESTERLY LINE OF SAID LOT, 493 FEET, MORE OR LESS, TO A PDXNT 707 FEET SOUTHERLY FROM THE NORTHWESTZMY CORNER OF SAID LOT 29; Ti3MNCS EASTM4PY, 1351.60 FELT, MORE OR LESS, TO A POINT ON THE EASTERLY LINE -OF SAID LOT, 552.65 FEET NORTHEASTERLY, MEASURED ALONG THE EASTERLY LINE OF SAID LOT FROM THE gO[tTHEKSTERY.3C CORNED THEREOF; TUMCE .SOUTHWESTERLY, hLONG. SAID EASTERLY LINE OF''$AiD LOT 552.65 FEET 'TO THE SOUTHEAST CORNER THERROF, THENCE WESTERLY, ALON(; THE SOUTHERLY, LINE OF SAID. LOT, 1101-84 FEET TO A' POINT OF Rf, GINNING; TOt;ETHER WITH THE NORTHEASTERLY HALF OF VICTOR STREET AND THE NORTHWUSTERLY HALF Or S''3ONEMAN STREET ADJOINING THE ABOVE DESCRT$= PARCEL ON THE SOUTHWEST AND THE SOUTHEAST AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTIOIq RECORDSD AUGUST 18, 1965 AS INSTRUMENT VO. 95579 OF OFFICIAL RZCO"S OF RIVIMSYDB COUNTY, CALXFORNT1. PAGE 5 APR 9' 9 J 7: 14 FROM._F I RS't' AMER I CAN T ITLE 28.552 1904464 m PARCEL 6 LOTS 19 AND 26 'TOGETHER WITH THE biI�STERL'Y HALF OF LC^�$ 3.8 A2Yi� 27 RS S ALL IN BLOCK p ON ,FILE INSBOOiC S PAGE 296 OFF MAPS, RZCORDS OFF SAN BROWN SY Mgp DIEGO COUNTY, CALIFORNIA; TAE EASTERLY LINE OF SAID WSSTERLY HALF BEING F,I#RALLSL WITH ,TI3E EASTERLY LINES OF SAID LOTS 1'8 AND 27: TOOSTARR WITH THE NORTHWESTERLY HALF Or VICTOR STR.BET ADJOIHTN(; THE ABOVE DESCRIII= PARCEL ON THE SOUTHWEST AS VACATED AND CLOSED TO FiTHLI' N� $ 95579 t�F RESOLUTXON ERECORDS OF I'tXVE SIOZ 1 GOIJBNTY' INSTRUMEN CALIFORNIA, EXCEPT MOM LOTS ` AND AND MIX9RAL-TDE OSZTS THEk -BIN GAS OR HYDROCARBON 73U85�'ANC& TH.EREUNpSA. P;ARCl�L LOT 3 BLOCK "G" TOGE== WITH THE EASTERLY IMF. OF LOTS 1.8 AND 27 STGOC K "H" OF RESUBDIVISrOt� aF BLOCK "D" RCaRD$SxbFR SA AS SHOWN N DIEGO Sy MAP ON 'FILE IN 1300K 6 PAGE 296 OF MAPS. _ COUNTY, WESTZRLY LINZ OF SAID OF SAID LOTS SSAl'tD 27�I� BSUIC PARALLM W TOG ER WITH THE 14ORTarasTERLy HALF OF vxcT0 % STREET AD,701NINO .$A%D LOT 27 CN -THE SOUTHWEST MW THE SOUTHWESTERLY HALF QF SAID VIGTQit &T1 T ADZOINING SAID LOT 3 Obi T= NORTHE"T AS VACATED AND CLOSED TO PUBLIC USE BY uESOLUT3:QN RECORDED AUGUST 18, 19655 AS INSTRUMENT Nib. 95879 Or OFFICIAL RECORDS OF RmTSIDE COUNv, CALIFORNIA,' EXCE1?TINQ THE "FRom (ENE -THIRD � � AM ITIiEREUtIi -' HYDROCAAEOR SUBSTANCLS AND MINERAL DEppSITS PARCELS: LOTS 17 AND 28 IN BLOCK "N" Off' R$SUBVIVISIOH OF VLOCK "D" OF MSINORE 'Ag SHOWN B'' M&P ON FILE IN HOOK $ PAGE 29 5 OF MAPS, RECORDS or SAN DIEGG COUNTy. _ CALj:j?O tNIAi ' TOGEMR WITii Tag NORTHEASTERLY IMF OF VICTOR STREET ADJOXX'N(; SAID tOlr 28 ON THZ S1UTMSST AS VACATED AND CLOSED TO... PUBLIC USE BY "SOLUTION pF �S ENT NE. 95579 Qg. OFpTCIAL R ECCR3SpR ERSIDE 'COUNTY, PAGE 6 7 .+r+.t- ..�^n:�i.rY`•f*MyN..v�t. v.� .1..1 . .. .... .... .... ...... ... . 285'752 APR 9 191 7:15 FROM FIRST AMERICAN TITLE PAGE -Zee 1904464 EXCEPTXNG THEREFROM SAID LOT 17 THAT PORTION VESCAXnED AS FOLLOWS BE0INNZX0- AT A POINT ON %%E NORTH B'OUNDARY OF SAID LOT 17, 630 FEET EAST OF THE NORTHWEST CORNER THE990I': THENCE SOUTH, AT RIGHT ANGELES, TO SAID NORTH DOUNDARY, AND PARALLEL WITH THZ WEST BOUNDARY OF SAID LOT 17, 50 PEETf `rHENC$ EAST, AND PARALL:9L WITH • SAID NORTH BOUNDARY, 100 r`E8T; THMICE NORTH, AND PARALLEL WITIL $aXD WEST I30UNDARY,,.; TO A POINT ON THE NORTH BOUNDARY OF SAID LOT .17,• THENCE WEST ,ALONG THE NORTH BOUNDARY TO THE POINT OF SEGINNING; ALSO EXCEPT11M -THEREFROM SAID TOOT 17 THAT PORTION DESCRXBED AS FOLLOWS* BEGINNING AT A, POINT ON THE NORTH RQUNDA.RY OF SAID LOT_, 17r 830 .FEET EAST FROM THE NORTHWEST GARNER TRERSOPVI THENCE SO'VTHl _AT RIGHT ANGLES, '20 SAID NORTH BOUNDARYr AND PARALiFEL WITH THE- WEST. BOUNDARY OF SAID LOT 17, 60 FEET; _< THENCE PAST, AND PARALLEL WITH THE SAID NORTH BOUNDA"" 350 FE9r; THENCE . NORTR, A= PARALLEL WITH SAXD WEST 130UNDARY, TO A POINT ON SAID NORTH BOtMAi{'S ; THENCE W$S'T', ON THE SAID NORTH BOUNDARY, TO. THE POINT OF BEGINkINQ; EXCEPTING THEREFROX SAID LOTS 17 AND 28, ONE -THIRD OF ALL OIL, GAS, HYDROCARBON SIMSTANCES AND HIN$RALS DEPOSITS, THEPX= OR TYi$REUNDB�., PARCH g: THAT PORTION OF LOT 17 X ]BLOCK "U" OF IttSUBDIVISION OF BLOCK "D" OF RLSZNORE 'AS SHOWN BY HAP ON FILE IN BOOK 6 FA09 296 OF MAPS, RECORDS--OF SAN DIEGO COUNTY', CALIFORNIA, DESCRIBLD AS• FOLLOWS: BEGIMNING AT A POINT ON THE NORTH. BOUNDARY OF SAID LOT -171 630 FEET EASE" FROM THE NORTMEST CORNER TIiER$dF f WC8 'SOUTH, -AT • RZORT ANGLES, TO THS NORTH LIB#$, :PARALLEL ''I� WITH Tii$ WEST LINE Or SAID LOT 17, 50 FEET; THENCE EAST, PARALLEL WITH TMA NORTH LINE, 100 FEET; VHENCE NORTH, PARALLEL WXTH TIM WEST LINE, TO A POINT IN TS.E NORTH LINE OF SAID LOT 17; TIMCE WEST ON-THE NORTH LINE TO THE POINT Ol" BEOTNNING. PARCEL 10: THAT PORTION OF LOT 17 xN BLOCK "H" or RESU- 0niSiistol; .of BLOCK "D" OF tLSIXORS AS SHOWN BY 'MAP ON FILE IN Ed-6K 6 PAGE 296 OP MAPS, . RECORDS O8' SAN DTZ00 COUNTY, CALIFORNIA, DE$CRIHED AS FOLLOWS! PAGE 7 ••• r� S+✓ '. ..... J. v✓ ww Nwr./�r ...F' /,. r. ..wwY. :..�. .�� •' .•.. .,.y.1� .l•`' � - • .•1 •.vj..�.... w.. �I IV \.J� I�AI '�.F- .T±.!� ;.: flPR_ I'S J_.,_Ff20M F 1 RST AME R 1 CAt� T TL ig04464 NG AT A POINT ON THE NOR` 9 BoUNUAR or SA,ID LO'P 1.7, 830 ggOSNNT NORTgEST SiUAc'r' 'ssHERFGF: Y A PARALLEL FF'�T EAST FROM T MOLES TQ SAID 2xOR� SQUNUAR TiiERC�i $dii`r AT RSL.`H'Z' 0 FED % 350 p%sT: - OF SAID jff3A' 17. WITH aw= EAST A" PA BALL TO A POxNT ON SAID p�#ALL W AIDA W$$'x" BOUNDARY ARY. THENCE 1g4ktTH PARALLEL NO BOUNDARY" p�gy Tt� �3'HE POINT' QF gEi�I�`INZNG • ToNCE VZST ALONG SAIL NORTU SOUM PARG`TL 11 OK OF BLOCK- "D" .1 .= BLOCK H" pF RBSUBDSVSSZ SHOW BY MAP ON FI X 11; •BOO fs PACE 296 OF MAPS, or ELSIxORE AS RECORDS OF SAN DIEGO COUti' I �- 'IF • WZTE THE SOUTHWES'�5�V tmLF OF VICTOR STREET : AU�IC USE TOGy,THER Z. AS vikCA,`3.+ED. AND CLOSED �`O PUBLIC USF Ship LOT-,, ON THE NoitTSEAB OL[3TQN':RECDRDED AUGUST 180 T965CALIFORNIA' EnT NO. $5x79 O BY RES . OFFZCSAL RECORD OF =VFRSiDE GOtiN LOT PARCEL 12: "D" OF 1N BLOCK "G" Or "SUBOXVISION OF iiLG1CK LOT 2 A'ND ON FILZ IN BOOK fa i?aGi� 29fi OF "PSI gLglNd�tE as. snowN aY MAP C�,ZgpRNIA. g ,,CORDS aF SAN DIEGO COUNTY, ISARCFL 13: • or RESLDspIVxSION t�F BLt3C'l� ��fl" OF EL$ZNCfRE � LOT 5 IN $Ldt�• �*+� OWt� 8Y MAP ON FILE II�i ROOK 6 'pAGI: 29fi OF MAPSr R},CpRi��3 OF �a SH DIEDO.COUMY, CALIFORNIA; F ccEP'1'ZNt + ER RGM Tm SOUTi EAB'`s tL'i 24.0 lt:AB$ EQF % Yti n gU ALSO BXCEI?TINO TiifiRSFRoti ALL MINERAL Kit TB i1S 'RESERVED RECORDED I3AVEME 1$ r 195fi IN BCQ$ PAG$ 5fi3 OF QFFXCYAL itECORDS Off` RtV =DE COUNTY, CAL =F PARCEL 14: ter RESUBDXVZSZON OF BLOCK "U" OF ELSINop A� LOT 6 IM FLOCK "a" RECORDS OF SAN $HafrDf }3Y �lAP ON FILE IN � WAGE 296 OF M+l�PSr DIEGO COUP. CALIFORrt r PAGE 8 74 1 }.Tn..- •.+- Yiyxrw�tl+ au 'M!w awc'..0 ... .: .... 285'752 APR 9 '81 FROM FIRST,AMERICA TITLF 1904464 F QF VICTOR g WXTjj = So UTHWES�MLY DjOjXXX_ AaOVE TOG MFR KCiit'I'ii�lEST$RLY HALE` O1� STQI7EMA1� 'STREET HESCRWr!,SD 'LOT biz THE XOj% HZAST � RECORDED AUGUST is, 1995AZ CI►OSFD To Punl4xC t;SE AY RESOLUTIO INgTRUMLNT' No. 95579 OF OFFICIAL gECORDB OF RIVERSIDE CrOUNTY, CALIFORNIA; ZXCEPTN'G. THSREFRQM THE SOUT'RW gTSR%,Y 24.59 ACRES iN$R$QF. I I' PCZL 15 : ALL THAT PORTION OF THE UN-NUMBERED LOT, LYING LOT 2, NoRTRWESTE�'Y tiP LG'.L' 3*' AND EASTERLY OF As ER, N ALL IN BY Map ON FILE IN Boog RESUBDIVISOX 295 O� AS '�OTRN SAN I%Tv&0 COUNTY, CALIFOWaA; OF VIC'T'OR STREET APVVAfll2mm AND AS I SG � TRUUM N NO- 95679 OF mXFORNIA. NORTHI=TERLY OF THS FAN JACINT"O "vo# or ELSINORE, MAPS, itzcoT DS OF TO 4 TI ER WITH : Tim - SOU'i WaSTERLY HALF SAID LdT O14' THE WORTI'FrMT AS VACATED RESOLUTION UECORDF•D AUGUST 18, 1965 OFFICIAL RECORDS OF RIVER$IAH ClOU=, RSSUgDXV3:S3;ON Or BLOCK "V't' THAT PORTION t,1F LOT 34 B3 MAP ON FILE I HOOK 6 PA= 296 OF MAPS, AS OF ELSINORE. " AS SHOWN CALIiORNIA, I�H$CRI13= A$ A WHOLE RECOADP, flit Ski DIEGO CO Y• FOLLOWS SAID LOT BEGINNING ATE Nato THE INS OF SAID OT47�4I S�J^�O FEET Timex SOU!m r TO TiM MOST SOUM CCRNEA ER Y.LI Z OF SAID LOT 14 4: THENCE VES�TSRLY, ON THE f3 U E MORE OR QR LESS, TQ A. POINT IH THZ THENCE NORTHERLY, 1320 4fi2 BEST WESTERLY_ FROM TH NORTUXRL`it LINE 0�' SAID LOT 14.. EASTERLY CORNER THEREOF: Timat TERLY', tax Tilt 2idRTHERLY LINE OF SAx� i.Ct�` ' 14, TO THE POINT OF BEGINNING. PARCEL 17: £oUTaEASTERLY RECTANGUIM HALF OF LOT 1 LOT 15 I'OGETilER Wx'I'H TUX "D" OF ELSIXORE AS Ili • ALL 11; BLOCK "H" OF RESUBDIVxSION +pF BLOCK SHOWN BY MAI' ON 'FILE IN BOOK 6 PA09 296 QF MAP$, RECOR08 OF SAN DIEGO COUNTY, CALXFORXXA4' PAGE 9 �rX 'rC .�FWY�f7: ♦'� "t•'•...!,. ..Y.... �.�... a7ir'.` � , ,j.Zi. (�'^...' -`1 qpR 7: j FROM F S TITLE 285'752 1904464 FXG ,p TYNG VROM SAID SOUTHEASTERLY RECTANGULAR HALF Off" LOT 1 TMT poaTION DESCRIBED AS FOLLOWS S BEOINNING AT THE NORTHWEST CORNER C!F`_ THE StiUTHgAS``ERLY HAi�k�' OF' SAID LOT li THEN -CE lSOUHRAS ELY, ; T E NORTHEASTERLY LINE OF '1'I3$ UALF SOUTHEASTERLY THE TH=cz EOUT;HWESTERLY, TO A POINT , 43 SOUTHWESTERLY 50UEASTERLYFFROM' r,OUTHEASTERLY HALF OF SAID LOT 1, 243, THE SOUTHWEST CORNER OF SAID SOVTH.EASTERLY HALF: SAXD LOT, 243.4 EETHW o T TIDE , SOUTH WEST OC ER E0 Y THE SOUTHEASTERLY 243.4 FEET RECTANGULAR HALF Og SAID LOT 1, TIM NORTHEASTERLY, ON � NORTHWESTERLY LIME OF THE $UVTHEASTERLY =LF OF SAYi3 LOT, 1320 FEET TO THE POINT or BEGINNING i HAP ALSO EXCEPTING THEREFROM THAT PORTION . LYING WlTnN PARCE1+ REGO�s 14989, ON FILE IN BOOK 74 PAGES 90 ANi+ OF 'R1VZRSXI)E COtniTY,- CALTFOPJt'A' PARCEL 38: j3E,GSNNING AT THE INTERSECTION OF THE SOUTHWESTERLY LINE OF RA=Ljto= AVENUE. 60.04 VEST T.N WSL�TH DI3C'x'iI THE "D" OF LINE AS LOT N � N MAC N � LE IN RESUBDlVlSX0N OF BLOCK PAGE 296 Off' MAPS, ORECORDS ELSXNORE' SAN sHCWI�t DIEGO COUNTY, CALIFORNIA,* THENCE SOUTH EASTERLY ALONG THE SOUTHWESTERLY LINE OF SAID TO THE WE RAxLR.OAD AVENUE, 343.03 FEZT g'X'E�2LY LINE Off' REAL" t $ FIRST ADDITION TO XLSINORE AS SHOWN BY MAF ON FILE IN SOUK 4 PAGE X05 OF MAWS, REGORIaS OF SAN DIEGO COVk=,t CALIFORNIA; TO R THENCE 60UTH gLy ALONG SAID WESTERLY LIKE, 1232.46 FED' POINT ON T= NO$LTHEASTLkLY LXNV OF SAID LOT .15 'i'fSENCS NORTH 155 DEGREES 15' 00" WEST AILN'QNG THZ TNN�ST.EitiY LIFE or SAID LOT-15, 1337.4 FEET TO THE EXCEPTXNO THE REFROM THAT PORTION LYING NOR' UratLY OF THE eOUTHMMY LINE OF PARCEL MAP NO. 14989 ON FILE S�N BOOK 74' PAGES 00 AND 91. OZ► Z O FL MAP8, RECORDS OF RYVERSIDL� COMM CALIFORNIA* EXHIBIT "B" [LEGAL DESCRIPTION FOR PHASE I] 285'i52 THE LAND REFERRED TO IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF LAKE ELSINORE AND IS DESCRIBED AS FOLLOWS: PARCEL 1: PORTIONS OF 365 - 020 -005, 019. THAT PORTION OF FRACTIONAL SECTION IS TOWNSHIP 6 SOUTH, RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO UNITED STATES GOVERNMENT SURVEY THEREOF, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF LOT 16, BLOCK "H" OF THE RESUBDIVISION OF BLOCK "D" OF ELSINORE, AS SHOWN BY MAP ON FILE IN BOOK 6 PAGE 296, OF OFFICIAL RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; SAID POINT BEING LOCATED ON THE EASTERLY BOUNDARY OF THE RANCHO LA LAGUNA LINE; THENCE SOUTH 80 DEGREES 14' 00" EAST AND ALONG THE PROLONGATION OF THE NORTH LINE OF SAID LOT 16, PRODUCED EASTERLY, 374.62 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 80 DEGREES 14' 00" EAST CONTINUING ON SIAD NORTHERLY LINE PROLONGATED EASTERLY 281.74 FEET TO THE BEINNING OF A TANGENT CURVE CONCAVE NORTHERLY, HAVING A RADIUS OF 820.00 FEET, AS SHOWN BY DEED TO THE CITY OF LAKE ELSINORE RECORDED NOVEMBER 25, 1986 AS INSTRUMENT NO. 299444, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ALSO BEING ON THE SOUTHERLY LINE OF SYLVESTER STREET, AS SHOWN BY MAP ON FILE IN BOOK 140 PAGES 40 THROUGH 44 OF PARCEL MAPS RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE EASTERLY AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 29 DEGREES 18' 27" AND HAVING AN ARC LENGTH OF 271.10 FEET; THENCE TANGENT TO SAID CURVE, NORTH 70 DEGREES 27' 33" EAST, 18.08 FEET; THENCE SOUTH 62 DEGREES 09' 18" EAST A DISTANCE OF 33.97 FEET TO A POINT ON A LINE PARALLEL TO AND 20.00 FEET WESTERLY OF THE WESTERLY RIGHT- -OF -WAY LINE OF MISSION TRAIL AS SHOWN BY SAID RECORD OF SURVEY ON FILE IN BOOK 57, PAGE 2 OF RECORDS OF SURVEY, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 19 DEGREES 32' 27" EAST ALONG SAID PARALLEL LINE, A DISTANCE OF 100.00 FEET; THENCE NORTH 70 DEGREES 27' 33" EAST A DISTANCE OF 20.00 FEET TO A POINT ON THE SAID WESTERLY RIGHT -OF -WAY LINE OF MISSION TRAIL; THENCE SOUTH 19 DEGREES 32' 27" EAST AND ALONG SAID WESTERLY RIGHT - OF -WAY OF MISSION TRAIL 424.21 FEET; THENCE SOUTH 70 DEGREES 27' 33" WEST AND AT RIGHT ANGLES 595.57 FEET TO A POINT THAT IS NORTH 70 DEGREES 27' 33" EAST 340.34 FEET FROM THE SAID EASTERLY BOUNDARY LINE OF THE RANCHO LA LAGUNA; THENCE NORTH 15 DEGREES 15' 00" WEST AND PARALLEL WITH SAID EASTERLY RANCHO LA LAGUNA BOUNDARY LINE 742.35 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: 365- 020 -005 285752 THAT PORTION OF FRACTIONAL SECTION 16, TOWNSHIP 6 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO UNITED STATES GOVERNMENT SURVEY THEREOF, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF LOT 16, BLOCK "H" OF THE RESUBDIVISION BLOCK "D" OF ELSINORE, AS SHOWN BY MAP ON FILE IN BOOK 6 PAGE 296 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, SAID POINT BEING LOCATED ON THE EASTERLY BOUNDARY OF THE RANCHO LA LAGUNA; THENCE SOUTH 80 DEGREES 14' 00" EAST AND ALONG THE PROLONGATION OF THE NORTH LINE OF SAID LOT 16, PRODUCED EASTERLY 374.62 FEET, TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 15 DEGREES 15" 00" EAST AND PARALLEL TO SAID EASTERLY BOUNDARY LINE OF THE RANCHO LA LAGUNA 742.26 FEET, TO A POINT THAT IS SOUTH 70 DEGREES 27' 33" WEST, AND AT RIGHT ANGLES TO THE WESTERLY RIGHT -OF -WAY OF MISSION TRAIL; THENCE SOUTH 70 DEGREES 27' 23" WEST 360.24 FEET TO A POINT ON SAID EASTERLY BOUNDARY OF THE RANCHO LA LANUNA; THENCE NORTH 25 DEGREES 15' 00" WEST AND ALONG SAID EASTERLY LINE 926.19 FEET TO THE NORTHEAST CORNER OF SAID LOT 14; THENCE SOUTH 20 DEGREES 14' 00" EAST AND ALONG SAID SOUTHERLY PROLONGATION OF THE NORTH LINE OF SAID LOT 14, 274.63 FEET TO THE TRUE POINT OF BEGINNING; PARCEL 3: 370 - 020 - 001, 002. PORTION OF 365- 020 -005, 007, 019 A PORTION OF FRACTIONAL SECTION 16, TOWNSHIP 6 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO UNITED STATES GOVERNMENT SURVEY THEREOF, AND THAT PORTION OF LOT 7, BLOCK "G" OF THE RESUBDIVSION OF BLOCK "D" OF ELSINORE, AS SHOWN BY MAP ON FILE IN BOOK 6, PAGE 295, OF MAPS RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF LOT 16 BLOCK "H" OF SAID MAP, POINT ALSO BEING ON THE EASTERLY BOUNDARY LINE OF THE RANCHO LA LAGUNA; THENCE SOUTH 15 DEGREES 15' 00" EAST AND ALONG SAID EASTERLY LINE 926.19 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 70 DEGREES 27' 33" EAST AND AT RIGHT ANGLES TO MISSION TRAIL, 935.91 FEET TO THE WESTERLY RIGHT -OF -WAY OF MISSION TRAIL; THENCE SOUTH 19 DEGREES 32' 27" EAST AND ALONG SAID WESTERLY RIGHT - OF -WAY OF MISSION TRAIL 1326.76 FEET TO A POINT ON THE NORTHEASTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF SAID LOT 7, BLOCK "G" OF ELSINORE; THENCE SOUTH 36 DEGREES 37' 50" WEST AND ALONG SAID SOUTHEASTERLY LINE OF SAID LOT 7, AND THE SOUTHWESTERLY PROLONGATION THEREOF, 2345.30 FEET TO THE CENTERLINE OF CRAWFORD STREET AS SHOWN ON SAID MAP; THENCE NORTH 53 DEGREES 26' 50" WEST AND ALONG SAID CENTERLINE OF CRAWFORD STREET 1348.43 FEET TO THE CENTERLINE INTERSECTION OF CRAWFORD STREET AND STONEMAN STREET, AS SHOWN ON SAID MAP; 285'752 THENCE NORTH 36 DEGREES 37' 50" EAST AND ALONG SAID CENTERLINE OF STONEMAN AVENUE 30.00 FEET TO A POINT ON THE PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID LOT 7, PRODUCED NORTHWESTERLY; THENCE SOUTH 53, DEGREES 26' 50" EAST 30.00 FEET TO THE SOUTHWEST CORNER OF SAID LOT 7; THENCE NORTH 39 DEGREES 5$' 49" EAST 1952.92 FEET TO A POINT ON THE SAID EASTERLY BOUNDARY OF RANCHO LA LAGUNA; THENCE NORTH 15 DEGREES 15' 00" WEST AND ALONG SAID EASTERLY BOUNDARY OF THE RANCHO LA LAGUNA, 532.43 FEET TO THE TRUE POINT OF BEGINNING. 285'75 EXHIBIT A -2 LEGAL DESCRIPTION OF 111 ACRES LOTS 19 AND 26 IN BLOCK H AS SHOWN BY MAP OF RESUBDIVISION OF BLOCK "D ", ELSINORE, ON FILE IN BOOK 6 PAGE 296 OF MAPS, SAN DIEGO COUNTY RECORDS; ACEPTING THEREFROM 1/3 OF ALL OIL, GAS AND HYDROCARBON SUBSTANCES AND MINERAL DEPOSITS THEREIN OR THEREUNDER. SAID PROPERTY IS ALSO SHOWN ON LICENSED LAND SURVEYER' S MAP ON FILE IN BOOK 6 PAGE 6 OF RECORDS OF SURVEY, RIVERSIDE COUNTY RECORDS. ALSO THE WESTERLY ONE -HALF OF LOTS 13 AND 27 IN BLOCK "H`.', AS SHOWN BY MAP OF RESUBDIVISION OF BLOCK "D ", ELSINORE, ON FILE IN BOOK 6 PAGE 296 OF MAPS, SAN DIEGO COUNTY RECORDS, THE WESTERLY LINE OF SAID WESTERLY ONE -HALF BEING PARALLEL WITH THE WESTERLY LINE OF SAID LOT SUBJECT TO LAWS FOR 1958 -59, COVENANTS, CONDITIONS, RESTRICTIONS, -OF -WAY OF RECORD. RESERVATIONS, EASEMENTS, RIGHTS AND RIGHTS 0 �i Cvh�hi+ C ti EXHIBI "F" AGENCY DISPOSITION AND DEVELOPMENT AGREEMENT (To Be Inserted Upon Approval By Agency) 285752 dlc019/22961/00010020 /developmnt 05 -13 -93 Exhibit G EXHIBIT °G" 285752 PERMITS AND APPROVALS CONSTITUING DEVELOPMENT PLAN 1. East Lake Specific Plan approved by the City Council on June 8, 1993 by Ordinance No. 955. dlc019/22961 /000 /0020 /developmnt 06 -03 -93 s l Pvhihit EXHIBIT "H" 285752 BENEFITS TO THE CITY d1c019/22961/000 /0020 /developmnt 05 -13 -93 285752 BENEFITS T _CITY 1. Provide opportunities for individual lifestyle choices expressed through a variety of housing types. 2. Provide employment in several sectors permitting residents to work close to their homes. 3. Provide for a variety of leisure time activities, including active and passive recreation. 4. Provide an integrated circulation system with additional access to and from city limits. 5. Provide additional fire protection facilities. 6. Provide an on -site police substation. 7. existing park 8. natural hazar 9. Provide additional park lands to complement district programs. Provide for protection of life and property from Provide for protection from unwanted trespassers. 10. Maintain natural open space features for permanent preserve. 11. Provide additional commercial services to enhance the city's current mix. 12. Increase mobility of residents through.additional transportation systems which parallel the I -15 corridor. 13. Addition of a golf course within the city limits. 14. Addition of 211.5 acres of public parks, 55 acres of natural open space, a 274 acre muitihabitat corridor, a 26 acre sports park and 3 marinas consisting of 26.5 acres. 15. Provide for the preservation and enhancement of the 356 acre Wetland Mitigation Area. 16. Permanent preservation of environmentally sensitive habitats. dic019122961/000 /0020 /deve)opmnt o6 -03 -93 285752 17. Provision of a mix of land uses promoting a long term balance between tax revenues and cost of services. 18. Provision of additional school facilities. Location of parks adjacent to schools for joint use opportunities. 19. Development concepts which preserve the natural character of the area. 20. Provision of land uses which are compatible with surrounding uses. 21. Alternate forms of transportation encouraged through pedestrian and bicycle trails, reducing traffic and air quality impacts. 22. Provision of facilities to promote circulation efficiencies such as bus turnouts and park and ride facilities. 23. Conservation of groundwater through retention systems, drought tolerant plant material, presery riparian areas and waste water reclamation programs. 24. Provisions of land uses and patterns which minimize or disperse air pollutants. 25. Provision of the health, safety, and welfare through proper siting of public buildings /facilities, and incorporation of all federal, state, and local regulations pertaining to seismic safety design and construction. 26, project wide improvements financed through a Community Facilities District. off -Site improvements financed in an equitable manner in which the cost is spread among properties receiving benefit.. Therefore there will be no economic burden to current residents of the City. 27. Phasing plan established for the logical extension and sequence of necessary infrastructure and public services. 28. Community design concepts which provide for the sensitive development of the site. 29. No additional � an required for unsntial project undertaken pursuant t Specific Plan. -2_ dlc019 /22961 /00010020 /developmnt 06 -03 -93 285752 30. Conditional Use Permit process allows for the discretionary review of certain types of development by the city. 30. Payment of Development Agreement Fee (DAG Fee) as provided in Section 12.8 of this Agreement. -3- dic019/22961 1000 /0020 /developmnt 06 -03 -93 J1 i Exhibit I EXHIBIT "I" 285'52 NOTICE OF ANNEXATION OF ANNEXABLE PARCEL TO DEVELOPMENT AGREEMENT dlc019 /22961 /000 /0020 /devetapmnt 05 -13 -93 RECORDING REQUESTED BY, AND WHEN RECORDEDr MAIL TO City of Lake Elsinore 130 South Main Street Lake Elsinore, California 92530 Attn: City Manager 285'52 (Space Above For Recorder's Use) NOTICE OF ANNEXATION OF ANNEXABLE PARCEL TO EAST LAKE DEVELOPMENT AGREEMENT THIS NOTICE OF ANNEXATION OF ANNEXABLE PARCEL TO EAST LAKE DEVELOPMENT AGREEMENT ( "Notice of Annexation ") is made on 199_, by THE CITY OF LAKE ELSINORE, a municipal corporation of the State of California, and a ( "Owner "). The City and Owner are sometimes collectively referred to herein as the "Parties ". P R E A K B L E: A. On , 1993, City approved by adopting Ordinance No. , the East Lake Development Agreement ( "Development Agreement ") entered into between City and East Lake Community Builders covering certain property within the East Lake Specific Plan also adopted on , 1993, by Ordinance No. . B. Owner is the owner of land further described on Exhibit "A ", attached hereto and incorporated herein by this reference ( "Annexable Parcel "), within the East Lake Specific Plan project Area as defined in the Development Agreement, but was not a signatory to the Development Agreement nor was the Annexable Parcel subject to the Development Agreement. C. Pursuant to Section 8 of the Development Agreement, a land owner of an Annexable Parcel within the East Lake Specific Plan Project Area may seek annexation of such Annexable Parcel to the Development Agreement following City approval of such request for annexation. dicQ19 /22961 1000 /0020 /developmnt 05.13 -93 D. On 199 , the City Planning 28S'752 Commission, following a noticed public hearing, recommended annexation of the Annexable Parcel to the City Council. 199_, the City Council after a E. On � approving noticed public hearing, adopted Ordinance No. pp annexation of the Annexable Parcel. NOW, THEREFORE, THE PARTIES DECLARE AND AGREE AS FOLLOWS: 1. Annexation of Annexable Parcel. The Annexable Parcel is hereby annexed to, made a part of and subject to the East Lake Development Agreement and is, along with Owner, hereby all obligations set therein Agreement putrs p 2. Owner to Comply. Owner agrees to comply with and be bound by all terms of the Development Agreement. 3. Miscellaneous. The provisions of this Notice of Annexation shall run with the Annexable Parcel, shall be binding upon all persons having or acquiring any interest in the Annexable Parcel or any portion thereof, shall inure to the benefit of and burden every portion of the Annexable Parcel and any interest therein, and shall inure to the.benefit of, be binding upon, and may be enforced by Owner or City, and their respective successive owners and assigns. Except as otherwise provided herein, the capitalized terms in this Notice of Annexation shall have the same meanings as are given such terms in the Development Agreement. Except as otherwise expressly provided herein, all of the provisions of the Development Agreement are hereby incorporated by reference as if fully set forth herein. This Notice of Annexation has been executed to be effective as of the date of its recordation. Dated: , 199_ CITY OF LAKE ELSINORE, a municipal corporation By: Mayor ( °City ") [SIGNATURES CONTINUED ON FOLLOWING PAGE] _2_ d1c019/22961 /000 /0020 /developmnt 05 -13 -93 SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE MAYOR OF THE CITY COUNCIL By: City Clerk Dated: ,199_ -3- APPROVED AS TO FORM By: City Attorney ° owner " 28,5752 d1c019 /22961 /000 /0020 /deve10pmnt 05 -13 -93 C-13Lip' l q�o9 MINUTES REGULAR REDEVELOPMENT AGENCY MEETING CITY OF LAKE ELSINORE 31315 CHANEY STREET LAKE ELSINORE., CALIFORNIA TUESDAY, FEBRUARY 23, 1993 BUSINESS ITEM 7. . (F:134.7) Executive Director Molendyk explained that the orginial Planning and Negotiating Agreement established a 50/50 split of costs. He further explained that the current request is due to additional work and increases the total cost to $300,000 or $150,000 for the Developer and $150,000 for the Redevelopment Agency. Boardmember Cherveny inquired whether the Board could receive and accurate accounting of the money spent up to this point and questioned the $1.3 million figure, as well as the $200,000 recommendation from staff. Dan Young, Eastlake Community Builders, clarified that staff was allowing additional funds for any difficulties in processing the environmental documents. He stressed the size and complexity of the Eastlake Project and the environmental reviews and testing required. He suggested that the $200,000 was proposed as an outside limit for the balance of the work. He explained that complete breakdowns on the services rendered are presented as part of each billing. He also explained that by incorporating all concerns raised up front, they hoped to streamline the environmental process. Administrative Services Director Boone explained that the $200,000 represents the additional EIR costs prior to settling the 50/50 split. Mr. Young further clarified that he would predict that the Contracts with the ChmberslGroup$directly and this would cover the direct billings. MOVED BY WASHBURN, SECONDED BY DOMINGUEZ TO APPROVE THE ADDITIONAL APPROPRIATION OF $200,000. Boardmember Alongi questioned the letter from Eastlake and the soil work done at his request. He questioned his ability to direct that work costing $44,000 be done. Mr. Young explained that Mr. Alongi does have that power as do the residents of the area. He further explained that issues such as this are throughly investigated to assure that the final EIR is accurate. He stressed that each Boardmember has noted concerns and they have been pursued as ses necessary. Boareddmemheer Alongi suggested that dollar fig discussing investigation of Boardmembers concerns. Mr. Young concurred that this would be a good idea when investigating issues from the Board, and noted that this was an appropriate criticism. THE FOREGOING MOTION DISSENTING VOTES E OF 3 To 2 WITH ALONGI AND CHERVENY CA EASTLAKE COMMUNITY 650 TOWN CENTER DRIVE, SUITE 1900 COSTA MESA, CA 92626 BUILDERS (714) 755 -8030 FAX (714) 755 -8290 February $, 1993 Mr. Bob Boone CITY of LAKE ELSINORE 130 South Main Street Lake Elsinore, CA 92330 Re: East Lake Budget Dear Bob: This letter is in response to your letter dated January 14, 1993, regarding ECB billings. As background, ECB and the Agency split evenly (50% - 50 %) certain third party costs, until such time as local entitlements are granted for the project. This is done in accordance with the EPNA signed in April of 1991. In the beginning, we estimated these costs to be approximately $1,000,000 but this figure was only an estimate. As we move towards the completion of this entitlement period (hopefully May of 1993) we are reasonably close to the original budget. Our estimation of final costs of this entitlement phase will be $1,300,000. However, it should be carefully noted that we have not begun the public, hearings and the final processing. This last step could increase this budget again. In any event, our reconciliation indicates that we should be credited an additional $34,000 due to payments made to our attorneys for the LEA settlement issue. In our EPNA we are held harmless from costs associated with LEA. This would more than reconcile our sharing of costs. Therefore, we would ask for immediate release of the last months reimbursement. With respect to the $300,000 budget overages, they are due to direction from various people for data not originally contemplated. Examples are provided below. • Councilman Alongi expressed great concern over the quality of the soil in Eastlake. This caused us to do $44,000 worth of tests normally not required for an EIR or Specific Plan. Mr. Bob Boone February 8, 1993 Page 2 • The Specific Plan doubled in cost from its original estimate of $100,000, due to city direction to process all 3,000 acres at one time. In the original budget we anticipated processing only Phase I (Lehr). • Processing all 3,000 acres at one time also had the effect of increasing the cost of the Master Planning process by $80,000. • Engineering costs are $30,000 to $50,000 over the original budget estimate due to the City Council's and Water District's concern over hydrology (flooding) issues. These issues are normally , dealt: w,i t,h in. this detail during engineering process, subsequent to the Specific Plan entitlement process. These are just some examples of the areas that cause budget increases to the our current estimate. Even though the budget increased, there are tremendous efficiencies in completing analysis of all 3,000 acres at once and answering policy questions now rather than later. s We will be happy to meet with you to answer any additional questions you may have, if you so desire. i Sincerely yours, Daniel H. Young For EASTLAKE COMMUNITY BUILDERS, L. P. µ Enclosures cc: Ron Molendyk - City. of Lake Elsinore City of Lake Elsinore REPORT TO THE REDEVELOPMENT AGENCY TO: REDEVELOPMENT AGENCY CHAIR AND BOARD From: RON MOLENDYK, EXECUTIVE DIRECTOR Date: FEBRUARY 23, 1993 S ubject: EPNA - EASTLAKE COMMUNITY BUILDERS BACKGROUND The RDA & Eastlake Community Builders (ECB) entered into an exclusive Planning & Negotiation Agreement in April 1991. The agreement calls for a 500 - 50% split on the costs of the development planning, EIR and the coordination of the project. The original estimate for this processing was $1,000,000. DISCUS S ION : Due to various request for additional information and technical data, the cost to complete this phase is now $1,300,000.00. To keep the process on schedule and fulfill our commitment to the project an additional $200,000.00 is requested. FISCAL IMPACT*