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Pardee Homes - Public Facilities and Services Financing Agreement for Canyon Hills
HEW ITT & OINEIL LLP ATTORNEYS AT LAw T HIA M.COCHRAN STEvEN B.IMHOOF DEAN DUNN-RANKIN 19900 MAcARTHUR BouLEvARD,SUITE 1050 DENNIS D.ONEIL SANDRA A.GALLS 1Rv1NE,CALIFORNIA 92612 JAY F.PALCHIKOFF WILLIAM E.HALLE (949)798-0500 • (949)798-0511(FAx) PAUL A.Rows ANDREW K.HARTZELL EMAIL:counsel@hewittoneil.com _ _ WiLLIAm L.TWoMEY HUGH HEWITT �, JOHN.P.MEAGER LAWRENCE J.HILTON WRITER'S DIRECT DIAL: (949)798-072¢ JOHN D.HUDSON EMAIL:jyeager@hewittoneil.com f < --- 'OF CouNM. i AMY W.URm J h N 2 9 2004 January 28, 2004 _- Dick Watenpaugh Jim Stringer City Manager Pardee Homes City of Lake Elsinore 1181 California Avenue, Suite 103 130 S. Main Street Corona, CA 92881 Lake Elsinore, CA 92530 Re: Canyon Hills Public Facilities and Services Financing Agreement Gentlemen: I am enclosing for your records a copy of the Memorandum of Agreement recorded on January 6, 2002 with the County of Riverside. c01D4 Very truly yours, John P. Yeager JPY/sml Encls 8/28/03 4000.128 H&o;#10111 vl CONTRACT/AGREEMENT #1666 5. This Memorandum of Agreement may be executed in counterparts, each of which shall be deemed an original. Dated: "DEVELOPER" PARDEE HOMES, a California corporation By: Name: �`7iLahn �s4�oo� Title: Dior ✓,ce Pesfdeh? By: Name: Title: Dated: -•m "CITY � - �0 ° CITY OF LAKE ELSINORE, a California ,I,-a a 11 11 o municipal corporation m By: Mayor 8/28/03 4000.128 H&O:#10104 vl _2_ 5. This Memorandum of Agreement may be executed in counterparts, each of which shall be deemed an original. Dated: "DEVELOPER" PARDEE HOMES, a California corporation By: Name: Title: By: Name: Title: Dated: \\ l I N 3 "CITY CITY OF LAKE ELSINORE, a California munic' rporation By: ayor �A-m c� �2 ;L6 III�IIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII e1i s0r3 ea0as50eR 8/28/03 4000.128 H&O:410104 v] -2- STATE OF CALIFORNIA ) COUNTY OF Lh(- ) ss. �J ) Q II On 22 03 , before me, L-94A)"7 0 , Notary Public, (Print Name of Notary Public) Personally appeared J�fl V . personally known to me -or- 0 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. USA M. LAWSON WITNES y hand and official seal. JJl Commission#1336,608 z Notary Public-Califomia Los Angeles CountyMY Co ifes Dec 27'2006 S� e O Notary OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) Title Or Type Of Document ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney-In-Fact ❑ Trustee(s) ❑ Guardian/Conservator Number Of Pages ❑ Other: Signer is representing: Name Of Person(s)Or Entity(ies) Date Of Documents Signer(s)Other Than Named Above R/2R/03 4000.12R ,' 11IIlll11111111l11111II IIIll 111111111111111111111111111 9t e6°/4 e0 of 88:008 A&O:#10 104 vl STATE OF CALIFORNIA ) ss. COUNTY OF ) On 11/04/03 , before me, Lisa C. Gibbons , Notary Public, (Print Name of Notary Public) personally appeared Pamela Brinley, Mayor © personally known to me -or- El prove o me on the bas' of satisfactory evidenc be the person(s) w e names) is/are su ribed to the wi n instrument and ack ledged to me that e/they executed the ame in his/her/t tr authorized capacit es), and that by his/ r/their signature(s) on the instrument th erson(s), or the entity on behalf of which t person(s) acted, executed the instrument. LISA C. GIBBONS WITNESS my hand and official seal. Commission p 1389686 i -: Notory Public - Colifornfa Riverside County / My Comm.Expires Dec 12 2006 L� Signature Of Notary OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ® Individual O Corporate Officer Agreement between Pardee Homes and Mayor, City of Lake Elsinore the City of Lake Elsinore Title(s) Title Or Type Of Document ❑ Partner(s) ❑ Limited O General ❑ Attomey-In-Fact ❑ Trustee(s) 7 pages ❑ Guardian/Conservator Number Of Pages O Other: Signer is representing: Name Of Person(s)Or Entity(ies) June 24, 2003 Date Of Documents Signer(s)Other Than Named Above 8/28/03 4000.128 111111111 IN et a6©5&of 95008 H&O:f#10104 vl EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY [ATTACHED] @ W@ co .m 0 @ G @ m ni % lD T @ 8/29/03 4000,128 H&O:410104 v1 A-1 LEGAL DESCRIPTION CANYON HILLS PARDEE HOMES OWNERSHIP PARCEL 1; Section 7, Township 6 South, Range 3 West, San Bernardino Meridian, in the County of Riverside, State of California, according to the Official Plat thereof. PARCEL 2: The Northwest Quarter of the Northwest Quarter; and the West half of the Southwest Quarter of the Northwest Quarter of Section 8, Township 6 South, Range 3 West, San Bernardino Meridian, in the County of Riverside, State of California, according to the Official Plat thereof. PARCEL 3.- Section 11, Township 6 South, Range 4 West, San Bernardino Meridian, in the County of Riverside, State of California, according to the Official Plat thereof. Except Railroad Canyon Road, as Described by Deed to the County of Riverside, Recorded May 24, 1949, in Book 1078, page 385, of Official Records. Also except that portion as Described by Deed Recorded November 21, 1949, in Book 1126, Pages 468 through 470, inclusive, of Official Records. Also except that portion of Tract No. 23848-3, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 229, pages 47 through 50, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-4, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 298, pages 93 through 97, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-5, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 300, pages 24 through 30, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-6, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 298, pages 98 through 101, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-9, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 305, pages 73 through 80, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-10, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 305, pages 81 through 89, inclusive, of Maps, in the Office of the County Recorder of said County. I IIIIII IIIIII IIIII IIIII IIIII IIIII IIIIII III IIIII(III IIII �i a 1111-O&RC. as5eeR of a June 20, 2003 -Page 1 of 2 Also except that portion of Tract No. 23848-11, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 308, pages 73 through 81, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 29811, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 304, pages 95 through 100, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Parcel Map No. 29549, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 197, pages 42 through 45, inclusive, of Parcel Maps, in the Office of the County Recorder of said County. PARCEL 4; Section 12, Township 6 South, Range 4 West, San Bernardino Meridian, in the County of Riverside, State of California, according to the Official Plat thereof. Except that portion of Tract No. 23848-1, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 229, pages 41 through 43, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-3, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 229, pages 47 through 50, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-4, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 298, pages 93 through 97, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-5, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 300, pages 24 through 30, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-6, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 298, pages 98 through 101, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-9, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 305, pages 73 through 80, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 29568, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 299, pages 1 through 5, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 29811, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 304, pages 95 through 100, inclusive, of Maps, in the Office of the County Recorder of said County. Lake Elsinore, as per Map recorded in Book 197, pages 42 through 45, inclusive, of Par Also except that portion of Parcel Map No. 29549, lying within said Section 12, in the City of in the Office of the County Recorder of said County. cel Maps, 111111 HIT111111111111111111111111111111111111111111 e1,2004-005851 e06,se 4 08:00A June 20, 2003 -Page 2 of 2 i HEWITT & OINEIL LLP ATTORNEYS AT LAw THIA M.COCHRAN STEVEN B.IMHOOF DEAN DUNN-RANKIN 19900 MAcARTHUR BOULEVARD,SUITE 1050 DENNIS D.ONEIL SANDRA A.GALLE 1RVINE,CAI.IFoRmA 92612 JAY F.PALcHmoFF WILLIAM E.HALLE (949)798-0500 • (949)798-0511(FAx) PAUL A.Rows ANDREW K.HARTZELL EMAIL:counscl(a@hewittoncil.com WILLIAM L.TwOMEY HUGH HEWITT JOHN P.YEAGER LAWRENCE J.HILTON WRITER'S DIRECT DIAL: (949)79"722 JOHN D.HuDSON EMAIL:jyeager@hewittoneil.com r _ AIRY-�WAAR ' 1 JA N 6 2004 January 5, 2004 1 Dick Watenpaugh Jim Stringer City Manager Pardee Homes City of Lake Elsinore 1181 California Avenue 130 S. Main Street Suite 103 Lake Elsinore, CA 92530 Corona, CA 92881 Re: Canyon Hills Public Facilities and Services Financing Agreement and Deposit and Reimbursement Agreement Gentlemen: As promised, attached are fully executed copies of the above-referenced Agreements for your files. Very t ly ours, 1 John P. eager JPY/sml Enclosure 8/28/03 4000.128 H&O:#10111 vl _ CONTRACT/AGREEMENT # 1660 i PUBLIC FACILITIES AND SERVICES FINANCING AGREEMENT BY AND BETWEEN THE CITY OF LAKE ELSINORE AND PARDEE HOMES THIS PUBLIC FACILITIES AND SERVICES FINANCING AGREEMENT ("Agreement"), entered into effective as of June 24, 2003, is entered into by and between the CITY OF LAKE ELSINORE ("City"), a municipal corporation and political subdivision of the State of California, and PARDEE HOMES ("Developer"), a California corporation. RECITALS The following recitals are a substantive part of this Agreement: A. Developer is the master developer of the Canyon Hills Master-Planned Community ("Canyon Hills" or the "Project") within the City and is currently the owner of the property described in Exhibit"A" hereto (the "Property"). B. City and Pardee-Grossman/Cottonwood Canyon ("Original Developer") entered into that certain Development Agreement dated July 9, 1990 and recorded with the Riverside County Recorder's Office on July 19, 1990 as document number 265632 (the "Development Agreement"). C. Developer has succeeded to the interests of the Original Developer under the Development Agreement. D. The development of Canyon Hills is subject to Specific Plan No. 88-1 (Cottonwood Hills) as it may be amended from time to time with the mutual consent of City and Developer (the "Specific Plan"), the Development Agreement and tentative and final subdivision maps approved by the City from time to time. The Specific Plan, Development Agreement and all tentative and final subdivision maps for the Project shall be referred to as the "Project Entitlements." E. Among other things, the Development Agreement establishes certain conditions relating to public facilities and services for Canyon Hills, including the following: (a) Inasmuch as Developer is required under the Project Entitlements to construct various road improvements estimated in 1990 to exceed a cost of $18,000,000, the Development Agreement exempts Canyon Hills "from participation in any future City-wide, sub regional or equivalent road improvement program or freeway interchange improvement program" (Development Agreement, Exhibit E, section III.A and III.B, pp.3-4); (b) Prior to issuance of any building permits beyond Phase 1 or the Open Phase of Canyon Hills, a fire station site east of I-15 shall have been selected by the City and a fire station shall have been constructed and in operation (Development Agreement, Exhibit E, section IX.A, p. 9); 1 0604038/28/03 4000.104 Contract/Agreement # 1660 _ (c) Developer may elect either to (i) pay a maximum fee to City for fire protection services and facilities of $150 per residential unit and $0.15 per square foot for commercial building areas ("Fire Fees") or (ii) enter into an agreement with City to establish a Fire Protection District to provide fire station facilities and equipment serving Canyon Hills, not to exceed a total cost to Developer of more than $750,000 (Development Agreement, Exhibit E, section IX.B., p.9); (d) "Participation in the Fire Protection District to construct said fire station shall constitute the entire obligation of Developer with respect to provision of facilities and will relieve all future residential, commercial and industrial development from obligation for fire protection fees" (Development Agreement, Exhibit E, section IX.B., pp. 9-10); and (e) City agrees to "contract for a progressive increase in police services from the General Fund or City-wide Services District or similar to provide an adequate level of service to the Specific Plan area. The Development Agreement shall not preclude City from imposing a special police impact fee, provided said fee is imposed Citywide." (Development Agreement, Exhibit E, section X, p. 10). F. City has determined that existing fire station facilities will provide adequate service to the portion of Canyon Hills depicted in Exhibit `B" attached hereto prior to completion of construction of a new fire station (the "Fire Station") east of I-15 on certain property currently owned by Developer abutting Railroad Canyon Road (the "Fire Station Site"). G. City and Developer have determined that fiscal considerations make appropriate certain means for satisfying the above referenced obligations of the Development Entitlements relating to the financing and implementation of public facilities and services on the terms set forth herein. H. Section 25 of the Development Agreement provides that the details relative to the performance of the Development Agreement may be refined and that the parties retain a degree of flexibility with respect to implementation of the Development Agreement. Accordingly, by way of this Agreement, the parties intend to implement the Development Agreement in light of the aforementioned fiscal considerations. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Developer agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. The following terms of this Agreement shall have the meanings set forth below: 2 0604038n8/03 4000.104 H&O:#2939 v9 ti "Architectural Enhancement Costs" means Fire Station Costs relating to enhanced architectural features or materials for the Fire Station required by Developer and incorporated in the construction of the Fire Station. "Bond Counsel" means Fulbright & Jaworski, L.L.P. or such other legal counsel as may be designated by the City. "Bonds" means bonds authorized to be issued by the Facilities CFD secured by the levy of Facilities Special Taxes. "CFD" means a Community Facilities District formed pursuant to the Mello-Roos Act. "Effective Date" means the date upon which this Agreement is approved by the City Council of the City "Escrow Agent" shall mean First American Title Company or such other escrow agent as may be designated by the City. "Existing Service Area" means the area within Canyon Hills that can be served by existing fire facilities, as depicted in Exhibit "B" hereto, which includes all of the Phase 1 residential lots, Planning Areas 4 and 5 within Phase 1, Planning Areas 12, 13, 14A and 14B within Phase 2, Planning Areas 18, 19 and 36 within Phase 3 and portions of Planning Areas 21 A and 21 B within Phase 3, portions of Planning Areas 29 and 30 within Phase 5 and Planning Areas 1, 2 and 3 within Phase 8 (Open Phase). "Facilities CFD" means a CFD formed to fund Fire Station Costs along with other equipment and other authorized facilities as provided herein. "Facilities Special Taxes" means the special taxes authorized to be levied by the Facilities CFD. "Fire Station Cooperation Agreement" means the agreement(s) entered into between the City and County Fire for operating and staffing fire stations within the City, including the Fire Station, and funding the costs of such operation and staffing with ad valorem real property taxes, parcel charges or assessments. "Fire Station Operation" means the staffing of the Fire Station as a three-person facility and annual operation and maintenance of the Fire Station. "Fire Station" means the eastside fire station located on or near Railroad Canyon Road providing service for Canyon Hills and other areas of the City. "Fire Station Costs" means all reasonable costs, direct and indirect, necessarily incurred by the City or Developer with respect to any cost related to the improvement of the Fire Station Site, the construction of the Fire Station, all reasonable and necessary equipment costs related to 3 0604038/28/03 4000.104 H&O:#2939 v9 the Fire Station, and any such other reasonable cost incurred in relation to the construction and equipping of the Fire Station. "Holding Fund" means a discrete, interest earning special fund of the City established and administered pursuant to this Agreement. "Improvement Fund" means the fund established pursuant to an indenture or fiscal agent agreement relating to the Bonds from which the Fire Station Costs and actual costs of the other public facilities authorized to be financed through the Facilities CFD may be funded. "Public Safety CFD" means a CFD formed to fund Public Safety Services. "Public Safety CFD RMA" means the rate and method of apportionment of special tax of the Public Safety CFD attached hereto as Exhibit "I." "Public Safety CFD Share" equals 83.33% of all Public Safety Special Taxes levied and collected from "Developed Multi-Family Property" and "Developed Residential Property" as defined in the Public Safety CFD RMA. "Public Safety Services" means police, fire and other related public safety services provided directly by the City or by contract with another public agency including, without limitation, the Fire Station Operation. "Public Safety Special Taxes" means the special taxes authorized to be levied by the Public Safety CFD or any other CFD established by the City to fund Public Safety Services within the area depicted in Exhibit "C" hereto. When a fire station is constructed within the East Lake Specific Plan area and open for operation, the Public Safety Special Taxes from the portion of the area depicted in Exhibit "C" west of I-15 shall no longer be considered Public Safety Special Taxes for purposes of calculating the Public Safety CFD Share. "Structural Fire Taxes" means the ad valorem real property taxes, ad valorem real property tax increment, parcel charges or assessments collected within the City and applied to fund, or as a credit against fire station operation costs, including the Fire Station Operation costs, pursuant to the Fire Station Cooperation Agreement(s). ARTICLE II FIRE FACILITIES AND SERVICES Section 2.01. Holding Fund. City shall establish the Holding Fund within fifteen (15) business days of the Effective Date of this Agreement. Immediately upon establishment of the Holding Fund, City shall deposit therein (i) an amount equal to the total Fire Fees collected prior to that date for Phase 1 of Canyon Hills, which Fire Fees totaled $88,500 as of June 1, 2003; (ii) an amount equal to 50% of each $1,000 per dwelling unit fee imposed pursuant to Section 2.2 of the Development Agreement ("DA Fees") and collected prior to that date, which DA Fees collected for Canyon Hills totaled $590,000 as of June 1, 2003; and (iii) not less than $130,000 4 0604038/28/03 4000.104 H&O:#2939 v9 as a contribution from Community Facilities District No. 90-2 of the City towards the Fire Station Costs. The Fire Fees and 50% of the DA Fees collected with respect to Phase 1 of the Project (collectively, "Phase 1 Fees") on and after June 1, 2003 shall also be deposited in the Holding Fund within five (5) business days after receipt by City. Section 2.02. Facilities CFD and Improvement Fund. (a) Boundary. City shall conduct all necessary proceedings to, and Developer shall consent to the establishment and authorization of the Facilities CFD encompassing all of the developable area of Canyon Hills (excluding the single family lots within Phase I) to finance the acquisition, construction and equipping of the Fire Station, other City facilities and fees, (including parkland along with acquisition costs and City fees), school facilities and fees, and Elsinore Valley Municipal Water District facilities and fees in accordance with the terms of this Agreement (the "Facilities"). The Facilities CFD shall consist of approximately 5 improvement areas (each, an "Improvement Area") for which separate series of Bonds may be issued to fund any of the Facilities. Concurrent with the adoption of the resolution of formation for the Facilities CFD, City and Developer shall enter into a funding and acquisition agreement specifying, among other things, the Facilities and procedures and requirements for funding the Facilities through the issuance of Bonds, consistent with the terms of this Agreement. City agrees that any Facilities completed prior to formation of the Facilities CFD shall be eligible to be financed through the Facilities CFD even if such Facilities are offered for dedication to the City or accepted by the City prior to formation. (b) Special Taxes. The Facilities CFD shall be authorized to levy a special tax on "Developed Property" (that is, single family parcels for which a final "B" map is recorded prior to June 1 of the preceding fiscal year and multi-family parcels for which a building permit has been issued by such date) at rates approved by City and Developer which rates, at Developer's election, may escalate by up to 2% per year, and "Undeveloped Property" (i.e., all other non-exempt parcels). The Facilities CFD shall also be authorized to levy a special tax on Undeveloped Property in all Improvement Areas to pay for Fire Station Operation costs, as further described in Section 2.08 below. (c) Bonds. Subject to the City Council's lawful discretion, City shall use its best commercially reasonably efforts to issue one or more series of Bonds for each Improvement Area, provided the first series is issued upon the earlier of(i) recordation of the first final "B" map within Phase 3 of Canyon Hills or (ii) commencement of construction of the Fire Station, unless Developer or City seeks and an earlier issuance which shall be duly considered by the City Council. The Bonds shall be issued in accordance with the following parameters: (i) the term of the Bonds shall be not less than thirty (30) years; (ii) any annual administrative expense requirement that is to be funded before debt service on the Bonds, if applicable, shall be not more than $10,000 per year; 5 0604038/28/03 4000.104 H&O:#2939 v9 (iii) all reserve fund earnings in excess of the reserve fund requirement shall be applied to pay for Facilities until the earlier of(i) payment in full for all Facilities or (ii) City receipt of a certificate from Developer indicating amounts in the Improvement Fund are sufficient to fund remaining Facilities costs and earnings shall be applied to pay debt service on the Bonds and reduce the annual special tax levy dollar-for-dollar; (iv) after funding a reserve fund, reasonable costs„ of.issuance and capitalized interest in the amount requested by Developer, and approved by Bond Counsel and other financing counsel, the remaining proceeds of the Bonds shall be deposited in the Improvement Fund and available to fund the Facilities costs. Section 2.03. Fire Station Site. Developer shall improve the approximately 1.5-acre Fire Station Site for the Fire Station pursuant to grading plans approved by the City. City shall prepare plans and specifications for the Fire Station ("Plans and Specification") and diligently and expeditiously process and approve the Plans and Specifications. City shall waive all fees for the review and approval of all plans and permits required for the improvement of the Fire Station Site, as well as all inspection or other processing fees or charges relating to such work. City shall cooperate with Developer in obtaining all permits or approvals of any other public agencies required to improve the Fire Station Site. Section 2.04. Reimbursement for Fire Station Site Superpad Costs. Upon the transfer of ownership of the Fire Station Site as provided in Section 2.05 below, Developer shall be entitled to reimbursement from the Holding Fund or Improvement Fund, as requested by Developer, of the actual costs necessary to bring the Fire Station Site from its current raw condition to "superpad" condition not to exceed $500,000. For purposes of this Agreement, "superpad" condition shall mean rough grading of the Fire Station Site has been completed and all frontage improvements are completed and in place. Section 2.05. Transfer of Ownership of Fire Station Site. Ownership of the Fire Station Site shall be transferred to the City in fee, without any material encumbrances, by way of grant deed prior to commencement of construction of the Fire Station, which commencement the parties anticipate shall occur no later than February 1, 2004. The Agency and the Developer agree to open an escrow with the Escrow Agent for purposes of effectuating the transfer. Joint basic escrow instructions of the City and the Developer and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. The City and the Developer shall provide such additional escrow instructions as shall be necessary for and consistent with this Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within two (2) working days after the opening of the Escrow its acceptance of this provision and the Escrow Instructions, in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. 6 0604038/28/03 4000.104 H&O:#2939 v9 Section 2.06. Construction of Fire Station. (a) Developer Election. Within sixty (60) days prior to Developer's completion of the Fire Station Site in superpad condition, Developer shall provide written notice to City either that Developer has elected to construct the Fire Station for acquisition (the "Acquisition Election") or that Developer has elected to cause the City to construct the Fire Station (the "Construction Election"). (b) Construction Election. Under the Construction Election, City shall solicit bids for construction of the Fire Station such that the contract for such construction can be awarded by City within ten (10) business days of completion of the Fire Station Site and construction of the Fire Station can be completed within twelve (12) months of completion of the Fire Station Site. The City's failure to cause the construction of the Fire Station to be completed within such time period shall not constitute a breach of this Agreement. Funds in the Holding Fund and Improvement Fund shall be available to the City to fund Fire Station Costs. In addition, funds in the Holding Fund shall be available to fund Fire Station Operation costs. (c) Acquisition Election. Under the Acquisition Election, upon approval of the Plans and Specifications, Developer shall solicit bids and contract for construction of the Fire Station in accordance with the requirements of Exhibit "G" hereto. The Developer shall cause the Fire Station to be constructed in accordance with the Plans and Specifications approved by the City. The Developer shall perform all of its obligations hereunder and shall conduct all operations with respect to the construction of the Fire Station in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. Funds in the Holding Fund and Improvement Fund shall be disbursed to fund Fire Station Costs incurred by Developer upon submittal of payment requests in the form attached as Exhibit "H" hereto ("Payment Request"). Upon receipt of Payment Requests, including all accompanying supporting documentation evidencing the costs to be paid pursuant to the Payment Requests, the City Finance Director shall conduct a review in order to confirm that such request is complete, and to verify and approve the actual costs specified in such payment request. Developer agrees to cooperate with the Finance Director in conducting such review and provide the Finance Director with such additional information and documentation as is reasonably necessary for the Finance Director to conclude such review. Within ten (10) business days of receipt of any Payment Request, the Finance Director shall review the request for completeness and notify the Developer whether such Payment Request is complete and, if not, what additional documentation must be provided. If such Payment Request is complete, the Finance Director shall provide a written approval or denial (specifying the reason for any denial) of the request within fifteen (15) business days of its submittal. Upon approval of the Payment Request by the Finance Director, the Finance Director shall sign the Payment Request and cause the same to be paid by the Fiscal Agent out of the Improvement Fund, to the extent of funds then on deposit in the Improvement Fund, or, if insufficient funds are on deposit in the Improvement Fund, the shortfall shall be funded by the City out of the Holding Fund, to the extent funds then on deposit 7 0604038/28/03 4000.104 H&O:#2939 v9 in the Holding Fund. Any approved Payment Request not paid due to an insufficiency of funds in the Improvement Fund and Holding Fund shall be paid promptly following the deposit into the Improvement Fund and Holding Fund of sufficient funds. Section 2.07. Payment of Fire Station Costs. Upon the formation of the Facilities CFD, this Agreement will create a debt and liability of the Facilities CFD for the funding of the Fire Station Costs out of and to the extent funds are available from the proceeds of the Facilities CFD Bonds, the Facilities Special Taxes and investment earnings thereon, and, except as specifically provided herein, Developer shall have no additional obligation to fund Fire Station Costs. The maximum amount of Fire Station Costs required to be provided from the Holding Fund and Improvement Fund is $2,160,000 (inclusive of the $130,000 contribution from CFD No 90-2) plus the Architectural Enhancement Costs plus, under the Construction Election, the actual costs of a construction manager or supervisor retained by the City for the management of construction of the Fire Station ("Construction Management Costs"). Any Fire Station Costs in excess of $2,160,000 (other than the Construction Management Costs and Architectural Enhancement Costs) shall be contributed by City. If the total balance of the Holding Fund and Improvement Fund is less than the total estimated Fire Station Costs (based upon the lowest, responsible bid for construction of the Fire Station and the Fire Station Site improvement costs incurred by Developer) and the Construction Management Costs, Developer shall advance the difference between such total balance and the lesser of(i) the total estimated Fire Station Costs and the Construction Management Costs and (ii) $2,160,000 (inclusive of the $130,000 contribution from CFD No. 90-2) plus the Construction Management Costs (the "Advance"). The Advance shall be reimbursed to Developer within thirty (30) days after sufficient funds are subsequently deposited in the Holding Fund and Improvement Fund. Section 2.08. Funding of Public Safety Services. (a) Public Safety CFD. Developer agrees to include all of Canyon Hills, excluding all of Phase I except Planning Area 5, in a Public Safety CFD according to the terms of this Agreement. (b) Special Taxes. The Public Safety CFD shall be authorized to levy a special tax on Developed Property within Canyon Hills of $300 per single family, detached dwelling unit and $150 per multi-family, attached dwelling unit. The Facilities CFD shall be authorized to levy a special tax for Fire Station Operation costs on Undeveloped Property within Canyon Hills of up to $2,740.81 per acre ("Undeveloped Property Public Safety Special Taxes"). The Public Safety Special Taxes and Undeveloped Property Public Safety Special Taxes may escalate by up to two percent (2%) per year and shall be authorized to be levied in perpetuity. The levy of the Undeveloped Property Public Safety Special Taxes each Fiscal Year shall not exceed the lesser of- (i) $939,000 (escalating by 2% per Fiscal Year commencing in Fiscal Year 2004-2005); or (ii) annual Fire Station Operation costs, less the total of: 8 0604038/28/03 4000.104 H&O:#2939 v9 (w) the greater of the proportionate amount of Structural Fire Taxes calculated pursuant to Section 2.08(c) or the amount of Structural Fire Taxes that would have been collected and/or applied as a credit against the Fire Station Operation costs but for any of the City's actions described in the third paragraph of Section 2.08(c) below; (x) the Public Safety CFD Share plus 83.33% of the amount of Public Safety Special Taxes that would have been collected from developments meeting the criteria for annexation into the Public Safety CFD set forth in Section 2.08(d) below, that are not included in the Public Safety CFD; and (y) amounts available from the prior year's levy of Public Safety Special Taxes and Undeveloped Property Public Safety Special Taxes; and (z) amounts available in the Holding Fund, excluding the funds contributed from CFD No. 90-2. Prior to July 15 of each Fiscal Year in which Undeveloped Property Public Safety Special Taxes are expected to be levied, the City will provide Developer the supporting documents relied upon by the City and its consultants to calculate the amount of the proposed levy and an opportunity to review such documents and meet with the City and its consultants to discuss the proposed levy before the proposed levy is approved by the City and sent to the County Tax Assessor. (c) County Structural Fire Tax Contribution. Upon completion of the Fire Station, City shall enter into a Fire Station Cooperation Agreement with the County of Riverside to provide for the Fire Station Operation on the same terms, or terms less costly to the City and Developer as those set forth in "A Cooperative Agreement to Provide Fire Protection, Fire Prevention, Rescue, and Medical Aid for the City of Lake Elsinore" dated March 27, 2001 (the "Station 10 Cooperation Agreement) attached hereto as Exhibit "E". Within fifteen (15) business days of Developer's written request, City shall provide Developer with all documentation regarding the collection of Structural Fire Taxes and Fire Station Operation costs funded with Structural Fire Taxes. A proportionate amount of the Structural Fire Taxes shall be allocated to fund Fire Station Operation costs each Fiscal Year equal to the total amount of Structural Fire Taxes generated within the City each Fiscal Year divided by the number of fire stations within the City that are the subject of a Fire Station Cooperation Agreement. The City and Developer agree that the levy of Undeveloped Property Public Safety Special Taxes is intended to be a funding source of last resort for the Fire Station Operation costs. If the City (i) fails to enter into a Fire Station Cooperation Agreement to provide for the Fire Station Operation in accordance with the terms of this Agreement, (ii) enters into, but subsequently terminates or modifies such Fire Station Cooperation Agreement so as to reduce 9 0604038/28/03 4000.104 H&O:#2939 v9 the amount of Structural Fire Taxes applied to fund, or as a credit against the Fire Station Operation costs, the amount of Undeveloped Property Public Safety Special Taxes levied in any Fiscal Year shall not exceed the amount which could have been levied if the City did not take such actions and Structural Fire Taxes were available to fund Fire Station Operation costs in the full amount contemplated by this Agreement. (d) Other Sources. Subject to compliance with applicable law, City agrees to exercise best efforts to require all developments in the City receiving a discretionary approval for development in excess of four (4) dwelling units to annex into the Public Safety CFD, provided the City has the legal authority to impose such requirement as a condition of such discretionary approval. The condition of approval shall require that the annexation occur prior to the earlier of (i) issuance of a building permit or(ii) approval of the first final map for such development. The Public Safety CFD Share shall be applied to pay Fire Station Operation costs unless and until such costs can be fully funded without a levy of Undeveloped Property Public Safety Special Taxes. (e) Funding Priority. The Fire Station Operation costs shall be funded out of the following prioritized sources: (i) the proportionate amount of Structural Fire Taxes calculated pursuant to Section 2.08(c) above or an equal amount of other funds contributed by the City; (ii) to the extent not fully funded by the amount in (i), the shortfall shall be funded from 100% of the Public Safety CFD Share or an equal amount of other funds contributed by the City; (iii) to the extent not fully funded by the amounts in (i) and (ii), the shortfall shall be funded from the Holding Fund, excluding the funds contributed from City CFD No. 90-2; and (iv) to the extent not fully funded by the amounts in (i), (ii) and (iii), the shortfall shall be funded from Undeveloped Property Public Safety Special Taxes. The Public Safety CFD Share collected prior to completion of the Fire Station shall be deposited in the Holding Fund and disbursed, as necessary, to fund Fire Station Operation costs, as incurred. Section 2.09. Satisfaction of Public Safety Conditions. Developer's execution and performance of the terms of this Agreement shall fully satisfy any and all existing or future conditions of approval for Canyon Hills relating to fire and police facilities and services including, without limitation, the requirement to pay Fire Fees with respect to any portion of the Development outside the single family lots within Phase I and the requirement to pay any special police impact fee otherwise applicable to Canyon Hills pursuant to Section X of Exhibit E to the 10 0604038/28/03 4000.104 H&O:#2939 v9 Development Agreement. In the event that Developer fails to satisfy the conditions of this Agreement, the provisions of Article IV of this Agreement shall apply. Section 2.10. Issuance of Building and Occupancy Permits. Subject to Developer's execution and continued performance of the terms of this Agreement, City shall permit the issuance of building and occupancy permits within the Existing Service Area prior to completion of construction of the Fire Station. Upon completion of the Fire Station, building and occupancy permits may be issued for all remaining Phases and areas within Canyon Hills. ARTICLE III PARK REQUIREMENTS Section 3.01. Park Locations and Acreage. A community park, two neighborhood parks, and a parkway park shall be provided in the locations and with acreages set forth in the proposed revised Specific Plan Amendment exhibit attached hereto as Exhibit "F". Section 3.02. Neighborhood Park Number 1 (Creekside Park). Neighborhood Park Number 1 identified in Exhibit "F" shall be constructed by the Developer in accordance with the Park Plan approved by the City dated December 31, 2001. Developer shall provide to City a turnkey facility prior to the issuance of the 6091h certificate of occupancy within Phase I. Section 3.03. Neighborhood Park Number 2. Neighborhood Park Number 2 identified in Exhibit "F" shall be provided to the City as a turnkey facility at a cost to Developer not to exceed $225,000 per acre, plus an inflation factor applied each January 1, commencing January 1, 2004, based on the percentage change in the Engineering News Record Construction Cost Index (20 City Average) (the "Index") from the December 2002 base Index of 6563. Subject to such cost limitations, the park shall be constructed in accordance with a park plan to be approved by the City and the park shall be completed concurrent with the first production home closing within the planning area in which the park is located. Section 3.04. Community Park. A 24.5-acre community park identified in Exhibit "F" shall be improved by the Developer at a cost to the Developer of not to exceed $824,325, including site preparation costs; provided, however, City may require Developer to expend more on the community park, not to exceed a total cost of$3,000,000, if the City grants the Developer a credit against DA Fees and/or the City provides funds for those community park construction costs in excess of$824,325, which amount shall be adjusted by an inflation factor each January 1, commencing January 1, 2004, based on the percentage change in the Index from the December 2002 base Index of 6563. Subject to such cost limitations, Developer shall construct the community park with plans provided by the City. Developer shall pay all costs associated with the park plans and specifications. Developer shall commence construction of the community park concurrently with the issuance of a building permit for the 200t1i dwelling unit in the Phase in which the park is located and shall complete the community park within fifteen (15) months upon the start of construction. ] ] 0604038/28/03 4000.104 H&O:#2939 v9 Section 3.05. Parkway Park. A parkway park identified in Exhibit "F" shall be constructed by Developer at a cost not to exceed $116,779 in accordance with a park plan approved by the City; provided, however, City may require Developer to expend more than such amount, not to exceed a total cost of$100,000 per acre, if the City grants the Developer a credit against DA Fees and/or the City provides funds for those parkway park construction costs in excess of $116,779, which amount shall be adjusted by an inflation factor each January 1, commencing January 1, 2004, based on the percentage change in the Index for the December 2002 base Index of 6563. Completion of the parkway park shall be concurrent,with the issuance of a certificate of occupancy for the 30t" dwelling unit within Planning Areas 29 and 30. ARTICLE IV ENFORCEMENT AND REMEDIES Section 4.01. Defaults — General. Failure or delay by either party to perform, comply with or observe any of the conditions, provisions, terms, covenants or representations of this Agreement constitutes a default. As provided hereinbelow, the party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the date of default. Except as required to protect against further damages, the injured party may not institute legal proceedings against the party in default until an "Event of Default" (as such term is hereinafter defined) has occurred. For purposes of this Agreement, an "Event of Default" for purposes of instituting legal proceedings by a non-defaulting party against the defaulting party shall mean a failure to satisfy, perform, comply with or observe any of the conditions, provisions, terms, covenants or representations contained in this Agreement and such failure having continued uncured or without the defaulting party commencing to diligently cure for thirty (30) days after notice thereof in writing is mailed by the injured party to the defaulting party; provided, however, that if a different period or notice requirement is specified for any Particular default under any other provision of this Agreement the specific provision shall control. Section 4.02. Remedies Cumulative. No right, power, or remedy given by the terms of this Agreement is intended to be exclusive of any other right, power or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, Power or remedy given by the terms of any instrument, or by any statute or otherwise. 12 0604038/28/03 4000.104 H&O:#2939 v9 ARTICLE V HOLD HARMLESS AND INDEMNITY Section 5.01 Nonliability of City. Developer acknowledges and agrees that: (a) Notwithstanding any other provision herein, (i) City is not a partner, joint venturer, alter-ego, manager, controlling person or other business associate or participant of any kind of Developer and City does not intend to ever assume any such status; (ii) City shall not be deemed responsible for or a participant in any acts, omissions or decisions of Developer; and (b) City shall have no liability under this Agreement as a result of exercising its reasonable discretion and such exercise shall not constitute and Event of Default. ARTICLE IV MISCELLANEOUS Section 6.01. Miscellaneous. The City Manager of the City shall have the right, during normal business hours and upon the giving of two (2) business days prior written notice to the Developer to review all books and records of the Developer pertaining to costs and expenses incurred by Developer in bring the Fire Station Site to "superpad" condition. Developer shall have the right, during normal business hours and upon the giving of two (2) business days prior written notice to the City, to review all books and records of the City pertaining to the Phase I Fees, Holding Fund, Facilities Special Taxes, Public Safety Special Taxes and Bonds. Section 6.02. Attorney's Fees. In the event that any action or suit is instituted by either party against the other arising out of this Agreement, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorney's fees. Section 6.03. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any party hereto shall be deemed to have been received when personally delivered, or transmitted by telecopy or facsimile transmission (if telecopy or facsimile confirmation obtained) or 72-hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: City: City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 Attn: City Manager Fax No. (909) 674-2392 13 0604038/28/03 4000.104 H&O:#2939 v9 Developer: Pardee Homes 1181 California Avenue Suite 103 Corona, CA 92881 Attn: Jim Stringer Fax No. (909) 739-0484 Each party may change its address or addresses for delivery of notice by delivering written notice of such change of address to other party. Section 6.04. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Developer may assign all or any portion of its rights or obligations pursuant to this Agreement to any third party purchasing all or any portion of the Property, provided that Developer shall notify City in writing of the name and address of the assignee and identify the scope of the rights and/or obligations assigned. Section 6.05. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such part's rights to insist and demand strict compliance by the other party with the terms of this Agreement. Section 6.06. Recordation. Developer agrees to record in the Riverside County Official Records a "Memorandum of Agreement" against the Property with respect to this Agreement in a form acceptable to the City of Lake Elsinore City Attorney within ten (10) days of the effective date of this Agreement. Section 6.07. Further Assurances. Developer shall execute any further documents consistent with the terms of this Agreement, including documents in recordable form, as City shall from time to time find necessary or appropriate to effectuate its purpose in entering into this Agreement. Section 6.08. Governing Law. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of Riverside County, State of California, in an appropriate court in that county, or in the Federal District Court in the Central District of California. Section 6.09. Binding on Facilities CFD and Public Safety CFD. The City Council of the City, acting as the legislative body of the Facilities CFD and Public Safety CFD, shall exercise its lawful discretion with respect to the terms of this Agreement which require performance on the part of the Facilities CFD or Public Safety CFD. Section 6.09. No Amendment to Project Entitlements. The Agreement is not intended to amend the Project Entitlement but rather is intended by the parties to set forth refinements to the implementation provisions set forth in Exhibit E to the Development Agreement. 14 0604038/28/03 4000.104 H&O:#2939 v9 Section 6.10. Amendment. This Agreement may be amended from time to time by written supplement hereto executed by both the City and Developer. Section 6.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed as original. IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below. "CITY" CITY OF LAKE ELSINORE, a California Vra orporation Dated: 1 1 /. , 2003 ATTEST: VICK KASAD, CITY CLERK By: VICKI ASAD APPROVED AS TO FORM: VAN BLARCOM, LEIBOLD, McCLENDON & MANN P. By: BARBAR ZEID EIBOLD City Atto ney "DEVELOPER" PARDEE HOMES, a California Corporation Dated: , 2003 By: Name: Title: By: Name: Title: 15 0604038/28/03 4000.104 H&C:#2939 v9 Section 6.10. Amendment. This Agreement may be amended from time to time by written supplement hereto executed by both the City and Developer. Section 6.11. Counterparts, This Agreement may be executed in counterparts, each of which shall be deemed as original. IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below. "CITY" CITY OF LAKE ELSINORE, a California municipal corporation Dated: , 2003 By: Mayor ATTEST: VICKI KASAD, CITY CLERK By: VICKI KASAD APPROVED AS TO FORM: VAN BLARCOM, LEIBOLD, McCLENDON & MANN, P.C. By: BARBARA ZEID LEIBOLD City Attorney "DEVELOPER" PARDEE HOMES, a California Corporation Dated: 2003 By: ame: John D. cod Title: Senior ✓ce resident By: Name: Title: 15 0604039/29/03 4000.104 H&O:42939 v9 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY OWNED BY DEVELOPER 8/28/03 4000.104 H&O:#2939 v9 16 LEGAL DESCRIPTION CANYON HILLS PARDEE HOMES OWNERSHIP PARCEL 1; Section 7, Township 6 South, Range 3 West, San Bernardino Meridian, in the County of Riverside, State of California, according to the Official Plat thereof. PARCEL 2; The Northwest Quarter of the Northwest Quarter; and the West half of the Southwest Quarter of the Northwest Quarter of Section 8, Township 6 South, Range 3 West, San Bernardino Meridian, in the County of Riverside, State of California, according to the Official Plat thereof. PARCEL 3.- Section 11, Township 6 South, Range 4 West, San Bernardino Meridian, in the County of Riverside, State of California, according to the Official Plat thereof. Except Railroad Canyon Road, as Described by Deed to the County of Riverside, Recorded May 24, 1949, in Book 1078, page 385, of Official Records. Also except that portion as Described by Deed Recorded November 21, 1949, in Book 1126, Pages 468 through 470, inclusive, of Official Records. Also except that portion of Tract No. 23848-3, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 229, pages 47 through 50, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-4, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 298, pages 93 through 97, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-5, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 300, pages 24 through 30, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-6, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 298, pages 98 through 101, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-9, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 305, pages 73 through 80, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-10, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 305, pages 81 through 89, inclusive, of Maps, in the Office of the County Recorder of said County. June 20,2003-Page 1 of 2 Also except that portion of Tract No. 23848-11, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 308, pages 73 through 81, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 29811, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 304, pages 95 through 100, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Parcel Map No. 29549, lying within said Section 11, in the City of Lake Elsinore, as per Map recorded in Book 197, pages 42 through 45, inclusive, of Parcel Maps, in the Office of the County Recorder of said County. PARCEL 4; Section 12, Township 6 South, Range 4 West, San Bernardino Meridian, in the County of Riverside, State of California, according to the Official Plat thereof. Except that portion of Tract No. 23848-1, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 229, pages 41 through 43, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-3, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 229, pages 47 through 50, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-4, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 298, pages 93 through 97, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-5, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 300, pages 24 through 30, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-6, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 298, pages 98 through 101, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 23848-9, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 305, pages 73 through 80, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 29568, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 299, pages 1 through 5, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Tract No. 29811, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 304, pages 95 through 100, inclusive, of Maps, in the Office of the County Recorder of said County. Also except that portion of Parcel Map No. 29549, lying within said Section 12, in the City of Lake Elsinore, as per Map recorded in Book 197, pages 42 through 45, inclusive, of Parcel Maps, in the Office of the County Recorder of said County. June 20, 2003 -Page 2 of 2 EXHIBIT B MAP DEPICTING AREA WITHIN CANYON HILLS IN WHICH DEVELOPMENT MAY CONTINUE PRIOR TO COMPLETION OF FIRE STATION 8/28/03 4000.104 H&O:#2939 v9 17 _ lV _ MM ....a C • MMINN MIMMIN -gip;�O��I ,�iG;�Oy�,i,. �i,`�,,,�: . ►�� �a��,,,; =IMMMMMM - ♦ dy♦Ij Q� y • �� • N�. o MS MN I- � -i -ice -i� ►i •i • �r eog Q ►N ON ■11� `� �' _ ♦ r :a:• — M fill lam ` i�/� �i•�i lllllUlN�� �Q pI/�2 NO -war ME-so. //��►�, ���j�I 'ram. moo 4 ■unun� 1� :■� • ovum MAVIA . 1 0515, • I 1 , • EXHIBIT C AREA OF PLEDGED PUBLIC SAFETY CFD SPECIAL TAXES 8/28/03 4000.104 H&O:#2939 v9 18 do IN {` 1Hi11If � � I 1 ME ����-� c — ► /l) u I aw OWN O-em .\ul•�' I ON pe 0 mot" pp 5 nn�ciim .: T .■�. tt �o , r- ■ iuI LI u:- .1i.�1' IIII11-U1i111 �i�%�,��i •/� 1� ww- �>♦,' Pn j ►;I'm�'' it nn :■■Iu�I u= NIL, ■■■�S KID -�. - - .' ��•`i;��:iilr�,�, �Q IA 1�CY.r v` =,0 Imo �/iiiiii/;��� •• '� _ A,. IN IN ARM lz 1'111�11�■■��■ psi r �,�'�i � .-.r��}�.'� ; � <P��'�'�_;� '� t y��"� � �'1�.l1! ,�% �..1� �i v_ +,•..}� _i- �t� ^a�m�a...= .9�. "# �<!a� -y'� @ lr'f Ty,�,Ii=i F off'��� � F '.` `•' � `` :. \o �`i 'r. ` r 3 s,. ill cAa ILEA • A • n r r - EXHIBIT D [Intentionally Omitted] 8/28/03 4000.104 H&O:#2939 v9 19 1 • EXHIBIT E STATION D COOPERATION AGREEMENT 8/28/03 4000.104 H&O:#2939 v9 20 Exhibit E A COOPERATIVE AGREEMENT 2 TO PROVIDE FIRE PROTECTION, FIRE PREVENTION, RESCUE, AND MEDICAL AID FOR THE CITY OF LAKE ELSINORE 3 4 THIS AGREEMENT, made and entered into this day of CLA 0,�j by and between the County of Riverside, 5 hereinafter called "County", and the City of Lake Elsinore hereinafter called "City", whereby it is agreed as follows.. 6 I 7 PURPOSE 8 The purpose of the Agreement is to arrange for the County, 9 through its Cooperative Agreement with the State of California, to provide the City with fire protection, fire prevention, 10 rescue, and medical aid services, herein after called fire protection services. This Agreement is entered into pursuant to 11 the authority granted by Government Code Sections 55603 , 55603 . 5, 55632 , 55606 and 55642, and will be mutually advantageous to the 12 City and the County in that it will and will provide a unified, cooperative, integrated, and effective fire protection, rescue, 13 and medical aid system to protect lives, property and natural resources. 141 15 II 16 COUNTY IN CHARGE 17 A. The County Fire Chief shall represent both parties during the period of this Agreement and that Officer shall, under 18 the supervision and direction of the County Board of Supervisors, have charge of the organization described in Exhibit "A", 19 attached hereto and made a part hereof, for the purpose of providing fire protection services as deemed necessary to satisfy 20 the needs of both the County and of' the City, except upon those lands wherein other agencies of government have responsibility 21 for the same or similar fire protection services. 22 B. The County . will provide the services (at the levels specified in Exhibit "A") in return for the payments made by the 23 City under Paragraph III. 24 assignmentCof available County personnel allowed equipmentflexibility order the to 25 provide the fire protection services, rescue and medical aid services as agreed upon herein. 26 27 28 1 CONTRACT/AGREEMENT NO. 1489 _ MAR 2 7 20% 7j \ D. The County provides fire personnel thru its 1 contract with the California Department of Forestry and Fire Protection and if during the term of this agreement City shall 2 desire a reduction in STATE civil service employees assigned to the organization provided for in Exhibit "A" , City shall provide 3 one hundred twenty (120) days written notice of the requested reduction. Proper notification shall include the following (1) 4 The total amount of reduction; (2) The firm effective date of the reduction; and (3) The number of employees, by classification, 5 affected by a reduction. If such notice is not provided, City shall reimburse County for relocation costs incurred by STATE 6 because of the reduction. Personnel reductions resulting solely due to an increase in STATE employee salaries or STATE expenses 7 occurring after signing this agreement and set forth in Exhibit "A" to this agreement shall not be subject to relocation expense 8 reimbursement by City. 9 E. The City shall appoint the County Fire Chief referred to under Paragraph A. above, to be the City Fire Chief. 10 11 III 12 PAYMENT FOR SERVICES 13 A. The City has appropriate a sum of money to provide fire protection services within the area of responsibility of the 14ii City for the period from the date of execution of this Agreement to June 30, 2001 15j B. The County shall make a claim to the City for the 16 cost of contracted services -as shown on Exhibit "A" during each of the following periods: (1) July 1 through September 31, claim 17 in October; (2) October 1 through December 31, claim in January; (3) January 1 through March 31, claim in April ; and (4) April 1 18 through June 30, claim in April for estimated cost of services, with final reconciliation to actual costs resulting in an 19 additional claim or refund to City, in July. City shall pay each claim within fifteen (15) days after receipt thereof. The County 20 shall allow a credit to each claim in the amount of 25% of the Structural Fire Taxes as determined by County to be collected in 21 each Fiscal Year of this Agreement. The allowed credit shall not exceed the cost of contracted services. 22 C. Any change of the salaries or expenses set forth 23 in said Exhibit "A" made necessary by action of the Legislature or any other public agency with authority to -direct changes in 24 the level of salaries or expenses, shall be paid from the funds represented therein or as on said Exhibit "A" . There shall be no 25 obligation on the part of the City to expend or appropriate any sum in excess of the total of of Exhibit "A" which exceeds the 26 appropriation of the City for the purposes of the Agreement. If within thirty (30) days after notice, in writing, from the County 27 to the City that the actual cost of maintaining the services 28 2 I specified in Exhibit "A" as a result of Legislative or other action will exceed the total amount specified therein, and the 2 City has failed to agree to make available the necessary additional funds, the County shall have the right to reduce the 3 services furnished under this Agreement by an appropriate amount and shall promptly notify the City, in writing, specifying the 4 services to be reduced. If City desires to add funds to the total included herein to cover the cost of increased salaries or 5 services, such increase shall be accomplished by an amendment to this Agreement approved by the parties hereto. 6 7 IV 8 HOLDING OVER 9 A. The initial term of this Agreement shall be from July 1 . 2000 , to June 30, 2004 Either party to this 10 Agreement may terminate this Agreement by providing a written notice of termination to the other party hereto twelve (12) 11 months prior to the expiration of the term hereof. In no event shall this Agreement be terminated by either party prior to June 30, 2001 If no written notice of termination is 12 received by either party prior to June 30, 2004 this Agreement shall be automatically renewed at the same level of 131 service, but at the level of expense in effect for the year of renewal , and otherwise on the same terms and conditions herein 14i� specified, so far as applicable until : 15 (1) A new Agreement is fully executed, or 16 (2) Termination of the Agreement following 17 twelve (12) months prior written notice of termination, or 18 (3) New Exhibit "A" is mutually agreed to by 19 , and between the parties. 20 B. This Agreement may be terminated by mutual consent of the parties any time after June 30. 2001 21 C. Nothing herein shall be constructed as excusing 22 City's compliance with Government Code Section 25643 . 23 V 24 COOPERATIVE OPERATIONS 25 All fire protection, rescue, and medical aid work contemplated under this Agreement shall be done by both parties 26 to this Agreement working as one unit; therefore, personnel and equipment, regardless of whether they are included in Exhibit "A" 27 may be temporarily dispatched elsewhere from time to time for 28 3 mutual aid. Coverage will be provided to City following the 1' County's standard move-up and cover procedures. 2 3 VI 4 MUTUAL AID 5 When rendering mutual aid or assistance as authorized in Section 13050 and 13054 , Health and Safety Code, the County 6 may demand payment of charges and seek reimbursement of City costs for personnel as funded herein, under authority given by 7 Section 13051 and 13054 , Health and Safety Code. The County in seeking said reimbursement will represent the City in following 8 the procedures set forth in Section 13052, Health and Safety Code. Any recovery of City costs, less collection expenses, will 9 be credited to the City. 10 VII 11 PROPERTY ACCOUNTING 12 All personal P property provided by Agency and by the County for the purpose of providing fire protection and rescue 13 services under the terms of this Agreement shall be marked and accounted for by the County Fire Chief in such a manner as to 14' conform to the standard -operating procedure established by the County Fire Department for the segregation, care, and use of the 151 respective property of each. 16 17 VIII 18 INDEMNIFICATION 19 A. City shall indemnify and hold County, its officers, agents, employees and independent contractors free and harmless from any claim or liability whatsoever, based or 20 asserted upon any act or omission of City, its officers, agents, 211 employees, subcontractors and independent contractors, for property damage, bodily injury damage of any kind or nature, occurring in the performance r any other nofof 22 this Agreement between the parties hereto to the extent that such liability is imposed on the County by the provisions of Section 23 895.2 of the Government Code of the State of California, and City 24 shall defend at its expense, including attorneys fees, County, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such alleged 25 acts or omissions. 26 B. County shall indemnify and hold city, it officers, agency,g y, employees and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon 28 4 1 any act or omission of County, it officers, agents, employees, subcontractors and independent contractors, for property damage, 2 bodily injury or death or any other element of damage of any kind or nature, occurring in the performance of this Agreement between 3 the parties hereto to the extent that such liability is imposed on the City by the provisions of Section 895. 2 of the Government 4 Code of the State of California, and County shall defend at its expense, including attorney fees, City, its officers, agents, 5 employees and independent contractor in any legal action or claim 6 of any kind based upon such alleged acts or omissions. 7 IX 8 DELIVERY OF NOTICES 9 Any notices to be served pursuant to this Agreement shall be considered delivered when deposited in the United States 10 mail and addressed to: 11 12 COUNTY CITY OF LAKE ELSINORE 13I County Fire Chief 130 S. Main Street 210 W. San Jacinto Ave. Lake Elsinore, CA 92530 14�� Perris, CA 92370 15 Provisions of this section do not preclude any notices 16 being delivered in person to the addresses shown above. 17 18 X 19 ENTIRE CONTRACT 20 This contract is intended by the parties hereto as a final expression of their understanding with respect to the 21 subject matter hereof and as a complete and exclusive statement of the terms and conditions thereof and supersedes any and all 22 prior contemporaneous agreements and understandings, oral or written, in connection therewith. This contract may be 23 terminated, changed, or modified only upon the written consent of the parties hereto. 24 IN WITNESS WHEREOF, the duly authorized officials of 25 the parties hereto have, in their respective capacities, set 26 their hands as of the date first hereinabove written. 27 28 5 1 Dated: 2 7 2 CITY F LAKE ELSINORE 3 APPROVED AS TO FORM By 4 5 Title 6 ATTE J 7 By COUNTY OF RIVERSIDE 8 9 Title CA- (_ ("4 10 ATTEST: an, BoarcT of Supervis s 11 GERALD A. MALONEY 12 Clerk of the Board 13 B Y 14i1 Deputy 15 j (SEAL) 16 AGR\FORM 17 6-28-95 18 19 20 21 22 23 24 25 FORM APPROVED 26 COUNTY COUNSEL 27 MAR 0 5 2001 28 BY 6 MAR -' 12/21/2000 LAKE ELSINORE STAFFING LEVEL EXHIBIT "A" FISCAL YEAR 2000/2001 - 3 PERSON ENGINE CO. - "ESTIMATE" SERVICE DELIVERY 2.0- FF I'S ANNUAL COST 1-CAPTAIN 2.0-ENGINRS 2.6-FF II's TOTAL STA. #10 239,407 89,800 156,280 278;992 764,478 LAKE ELSINORE TAX CREDIT (521,707) BALANCE DUE 242,771 SERVICE DELIVERY COSTS SUPPORT SERVICES OPERATING SERVICES Administration Telephone Fire Prevention Radio Maintenance Automotive Facility Maintenance Dispatch Utilities Training -Vehicle Maintenance Data Processing Fire Engine Maint. Haz. Materials Team Fire Fighting Equip. Communications Training Accounting First Aid Supplies- Personnel Office Supplies/Equip. Public Affairs Procurement Volunteer Support CAPITAL EQUIPMENT Emergency Services Fire Engines " STRUCTURAL FIRE TAXES 321,630 REDEVELOPMENT PASS THR 200,077 TOTAL TAX FUNDING 521,707 LAKE ELSINORE FIRE PROTECTION COST ESTIMATE FOR FISCAL YEAR 03/04 3 PERSON ENGINE CO. EXHIBIT "A" SERVICE ~ DELIVERY ANNUAL COST CAPTAINS ENGINEERS FF II's TOTAL STA. #10 268,419 286,838 3 493,447 6 1,048,703 9 STA. #85 285,181 111,378 1 191,225 2 493,447 6 1,081,231 9 TOTAL STAFF COUNT 18 TOTAL ESTIMATED COST 2,129,934 LAKE ELSINORE TAX CREDIT (705,326) ESTIMATED CITY BUDGET 1,424,609 Leasing two fire engines from the Riverside County Fire Department. SERVICE DELIVERY COSTS --------------------- SUPPORT SERVICES OPERATING SERVICES Administration Telephone Fire Prevention Radio Maintenance Automotive Facility Maintenance Dispatch Utilities Training Vehicle Maintenance Data Processing Fire Engine Maint. Haz. Materials Team Fire Fighting Equip. Communications Training Accounting First Aid Supplies Personnel Office Supplies/Equip. Public Affairs Procurement Volunteer Support CAPITAL EQUIPMENT Emergency Services Fire Engines STRUCTURAL FIRE TAXES ` . 393,353 REDEVELOPMENT PASS THRU 311,973 TOTAL TAX FUNDING 705,326 �( I EXHIBIT F SPECIFIC PLAN AMENDMENT EXHIBIT 828/03 4000.104 H&O:#2939 v9 21 i I t pn of Section 8 M. HOLLAND ROAD oo 27 i ...... Neighborhood Park (East) 2.5 ac. - Neigh! �•''� �� RAILROAD CANYON Par Elementary School _ J East) 12.2 ac. .I ' r - � I Cotfon ; Elementj . - District bol District Legend )n City CSA 145 SCHOOL NEIGHBORHOOD PARK NORTH I,. - »oo' --------------------------------------- COMMUNITY PARK/ -`--------- PASSIVE PARK Canyon Hills ifiti t1ces Plan EXHIBIT G BIDDING AND CONTRACTING REQUIREMENTS 1. Bids shall be solicited from at least three (3) qualified contractors, provided at least three (3) qualified contractors are reasonably available. Developer may directly solicit bids. 2. The bidding response time shall be not less than ten (10) working days. 3. An authorized representative of the City shall be provided a copy of the tabulation of bid results. 4. Contractor(s) for the construction of the Fire Station shall be awarded to the qualified contractor(s) submitting the lowest responsible bid(s), as determined by the Developer. S. The contractor to whom a contract is awarded shall be required to pay not less than the prevailing rates of wages pursuant to Labor Code Sections 1770, 1773 and 1773.1. A current copy of applicable wage rates shall be on file in the Office of the City Engineer, as required by Labor Code Section 1773.2. 8/28/03 4000.104 H&O:#2939 v9 22 t EXHIBIT H FORM OF PAYMENT REQUEST The undersigned hereby requests payment in the total amount of$ for costs relating to the Fire Station(as defined in the Public Facilities and Services Agreement by and between the City of Lake Elsinore and Pardee Homes ("Developer"), dated 2003 (the "Agreement"), all as more fully described in Attachment 1 hereto. In connection with this Payment Request,the undersigned hereby represents and warrants to the City as follows: 1. He(she) is a duly authorized officer of the undersigned, qualified to execute this Payment Request for payment on behalf of the undersigned and is knowledgeable as to the matters set forth herein. 2. All costs of the Fire Station for which payment is requested hereby are actual costs and have not been inflated in any respect. The actual costs of which payment is requested have not been the subject of any prior Payment Request submitted to the City. 3. Supporting documentation(such as third party invoices) is attached with respect to each cost for which payment is requested. 4. The undersigned is in compliance with the terms and provisions of the Agreement and no portion of the amount being requested to be paid was previously paid. 5. A detailed calculation of the costs submitted is shown in Attachment 1 hereto. 6. Please authorize payment of the costs submitted to the following entity(ies), if other than the undersigned, in the amounts or percentages indicated: 8/28/03 4000.104 H&O:#2939 v9 23 I declare under penalty of perjury that the above representations and warranties are true and correct. PARDEE HOMES, California corporation By: Name: Title: CITY OF LAKE ELLSINORE Payment Request Approved By: Name: Title: 8/28/03 4000.104 H&O:#2939 v9 24 ATTACHMENT 1 SUMMARY OF ACTUAL COSTS SUBMITTED AS PART OF PAYMENT REQUEST Actual Costs Disbursement Requested 8/28/03 4000.104 H&O:#2939 v9 25 EXHIBIT I PUBLIC SAFETY CFD RMA 8/28/03 4000.104 H&O:#2939 v9 26 AUG 05 '03 16:35 FR CITY OF LAKE ELSINDRE909 674 2392 TO 912136804518 P.08i10 CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO.2003-1 (LAW ENFORCEMENT,FIRE AND PARAMEDIC SERVICES) RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX Introduction Special taxes shall be annually levied on all Developed Residential Property and Developed Multi-Family Property(as hereinafter defined)in City of Take FIsinore Community Facilities District No. 2003-1 (Law Enforcement, Fire and Paramedic Services)(tile"District"), in accordance with the rate and method of apportionment of special taxes hereinafter set forth. All of the property within the District that is not Developed Residential Property or Developed Multi-Family Property shall be exempt from the Maximum Annual Special Taxes of the District. Definitions Assessor's Parcel. A parcel of land in the District designated and assigned a discrete identifying number on a map of the County Assessor of the County of Riverside. City. City of Lake Elsinore,California. Developed Multi-Family Property. Assessor's Parcels in the District for which a building permit has been issued by the City on or prior to March 1 preceding any Fiscal Year for the construction of a Unit that is located or shall be located within a building in which each of the individual Units has or shall have at Icast one common wall with another Unit. Developed Residential Property. All other Assessor's Parcels in the District for which a building permit has been issued by the City on or prior to March 1 preceding any Fiscal Year for the construction of a Unit that is not a Developed Multi-Family Property. Fiscal Year, The period beginning on July 1 and ending on the following June 30. Maximum Annual Special Taxes. '11ie maximum annual special taxes levied within the District for any Fiscal Year_ Unit_ Each separate residential dwelling unit,which comprises an independent facility capable of eonvcyance or use separate from adjacent dwelling units. Rate and Method of Apportionment ofMaximum Annual Special Taxes As of July 1 of each Fiscal Year,commencing July 1,2003, the City shall determine which of the Assessor's Parcels within the District constitute Developed Residential Property or Developed Multi- Family Property. Beginning in Fiscal Year 2003-04, and in all subsequent Fiscal Years, the City shall levy the Maximum Annual Special Taxes on each Assessor's Parcel of Developed Residential Property in the amount of$3-00 and on each Assessor's Parcel of Developed Multi-Family Property in the amount of $150 per Unit. The amount of Maximum Annual Special Taxes shall be increased annually by 2%, commencing in the Fiscal Year 2004-05, and each Fiscal Year thereafter. Duration of the Maximum Annual Special Taxes The Maximum Annual Special Taxes shall be levied in perpetuity so long as the Law Enforcement,Fire and Paramedic Services are being provided within the District. 45319308.2 AUG 05 103 16:35 FR CITY OF LAKE ELSINORE9O9 674 2392 TO 912136804518 P.O9i1O The Maximum Annual Special Taxes levied in each Fiscal 'Year shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale, and lien priority in casc of delinquency as is provided for ad valorem taxes. The Maximum Annual Special Taxes when levied shall be secured by the lien imposed }pursuant to Section 3115.5 of the Streets and Highways Code. This lien shall be a continuing lien and shall secure each levy of Maximum Annual Special Taxes. The lien of the Maximum Annual Special Taxes shall continue in force and effect until the Special Tax ceases to be levied in the manner provided by Section 53330.5 of the Government Code. 45319308.2 AUG 05 '03 16:36 FR CITY OF LAKE ELSINORE909 674 2392 TO 912136804518 P.10/10 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE ) I,VICKI KASAD,CITY CLERK OF THE CITY OF LAKE ELSINORE, CALIFORNIA,DO HEREBY CERTIFY that the foregoing Resolution duly adopted by the City Council of the City of Labe Elsinore at a Regular Meeting of said Council on the 24" day of June, 2003,and that it was so adopted by the following vote: AYES: COUNCILMEMBERS: HICKMAN, KELLEY, SCHIFFNER, BRINLEY NOES: COUNCIL NIBERS: NONE ABSENT: COUNCILMEMBERS: NONE JABAIN: COUNCILMEMBERS: BUCKLEY VICKI KASAD,CMC, CITY CLERK/ HUMAN RESOURCES DIRECTOR 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 HE, CERTIFY that the above and foregoing is a full,true and correct copy of Resolution No.2003-21 of said Council, and that the same has not been amended or repealed. &E: ,Tune 30, 2003 V AD, CM , CITY CLERK/ HUMAN RESOURCES DIRECTOR CITY OF LAKE ELSINORE (SEAL) k Ic TnTAI PAf;F.1 A k i DEPOSIT AND REIMBURSEMENT AGREEMENT THIS DEPOSIT AND REIMBURSEMENT AGREEMENT (this "Deposit Agreement"), dated as of October 14, 2003 for identification purposes only, is by and between the City of Lake Elsinore, California (the "City") and Pardee Homes, a California corporation (the"Owner"). RECITALS WHEREAS, the City has determined to initiate proceedings to create a community facilities district designated "City of Lake Elsinore Community Facilities District No. 2003-2 (Canyon Hills) (the "Community Facilities District") under the Mello-Roos Community Facilities Act of 1982 (the"Act"); WHEREAS, Owner is the owner of the real property within the proposed Community Facilities District; WHEREAS, in accordance with City's policy regarding use of the Act, the Owner is required to compensate the City for all costs incurred in the formation of the Community Facilities District and issuance of bonds for the Community Facilities District; WHEREAS, Section 533114.9 of the Act provides that, at any time either before or after the formation of a community facilities district, the legislative body may accept advances of funds from any source, including, but not limited to, private persons or private entities and may provide, by resolution, for the use of those funds for any authorized purpose, including, but not limited to, paying any cost incurred by the local agency in creating a community facilities district(including the issuance of bonds thereby); WHEREAS, Section 53314.9 of the Act further provides that the legislative body may enter into an agreement, by resolution, with the person or entity advancing the funds, to repay all or a portion of the funds advanced, as determined by the legislative body, with or without interest under all of the following conditions: (a) the proposal to repay the funds is included in both the resolution of intention to establish a community facilities district adopted pursuant to Section 53521 of the Act and in the resolution of formation to establish the community facilities district pursuant to Section 53325.1 of the Act (including the issuance of bonds thereby), (b) any proposed special tax is approved by the qualified electors of the community facilities district pursuant to the Act, and (c) any agreement shall specify that if the qualified electors of the community facilities district do not approve the proposed special tax, the local agency shall return any funds which have not been committed for any authorized purpose by the time of the election to the person or entity advancing the funds; and WHEREAS, the City and the Owner desire to enter into this Deposit Agreement in accordance with Section 53314.9 of the Act in order to provide for the advancement of funds by the Owner to be used to pay costs incurred in connection with the formation of the Community Facilities District and issuance of special tax bonds for the Community Facilities 10/7/03 4000.128 H&O:N 10906 v245353081.2 District (the "Bonds"), and to provide for the reimbursement to the Owner of such funds advanced, without interest, from the proceeds of any Bonds; NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: Section 1. The Deposits and Application Thereof. (a) The Owner has previously deposited with the City the amount of$50,000 (the "Initial Deposit"). The City, by its execution hereof, acknowledges receipt of, and accepts, the Initial Deposit. (b) The Initial Deposit, together with any subsequent deposit required to be made by the Owner pursuant to the terms hereof(collectively, the "Deposits"), are to be used to pay for any costs incurred for any authorized purpose in connection with the formation of the Community Facilities District and the issuance of the Bonds (other than costs, fees and expenses to be paid out of the proceeds of the Bonds), including, without limitation, (i) the fees and expenses of any consultants to the City employed in connection with the formation of the Community Facilities District and the issuance of the Bonds, including an engineer, special tax consultant, financial advisor, bond counsel and any other consultant deemed necessary or advisable by the City, (ii)the costs of appraisals, market absorption and feasibility studies and other reports deemed necessary or advisable by the City in connection with the formation of the Community Facilities District and issuance of the Bonds, (iii) the costs of publication of notices, preparation and mailing of ballots and other costs related to any hearing, election or other action or proceeding undertaken in connection with the formation of the Community Facilities District and issuance of the Bonds, (iv) reasonable charges for City staff time incurred in connection with the formation of the Community Facilities District and the issuance of the Bonds by the Community Facilities District, and (v) any and all other actual costs and expenses incurred by the City in connection with the formation of the Community Facilities District and the issuance of the Bonds (collectively, the "Initial Costs"). The City may draw upon the Deposits from time to time to pay the Initial Costs. (c) If, at any time, the unexpended and unencumbered balance of the Deposits is less than $10,000, the City may request, in writing, that the Owner make an additional deposit in an amount estimated to be sufficient, together with any such unexpended and unencumbered balance, to pay for all Initial Costs. The Owner shall make such additional deposit with the City within two weeks of the receipt by the Owner of the City's written request therefor. If the Owner fails to make any such additional deposit within such two week period, the City may cease all work related to the issuance of the Bonds. (d) The Deposits may be commingled with other funds of the City for purposes of investment and safekeeping, but the City shall at all times maintain records as to the expenditure of the Deposits. (e) The City shall provide the Owner with a written monthly summary of expenditures made from the Deposits, and the unexpended balance thereof, within ten business 10n/03 4000.128 H&O:#10906 v2 days of receipt of the City of a written request therefor submitted by the Owner. The cost of providing any such summary shall be charged to the Deposits. Section 2. Return of Deposits; Reimbursement. (a) As provided in Section 53314.9 of the Act, the approval by the qualified electors of the Community Facilities District of the proposed special tax to be levied therein is a condition to the repayment to the Owner of the funds advanced by the Owner pursuant hereto. Therefore, if the qualified electors of the Community Facilities District do not approve the proposed special tax to be levied thereon, the City shall have no obligation to repay the Owner any portion of the Deposits expended or encumbered to pay Initial Costs. In accordance with Section 53314.9 of the Act, if the qualified electors of the Community Facilities District do not approve the proposed special tax to be levied therein, the City shall return to the Owner any portion of the Deposits which have not been expended or encumbered to pay Initial Costs by the time of the election on said proposed special tax. (b) If proceedings for the issuance of the Bonds are terminated, the City shall, within ten business days after official action by the City or the Community Facilities District to terminate said proceedings, return the then unexpended and unencumbered portion of the Deposits to the Owner, without interest. (c) If the Bonds are issued by the Community Facilities District, the City shall reimburse the Owner, without interest, for the portion of the Deposits that has been expended or encumbered, said reimbursement to be made within ten business days after the issuance of such Bonds, solely from the proceeds of such Bonds and only to the extent otherwise permitted under the Act. The City shall, within ten business days after the issuance of such Bonds, return the then unexpended and unencumbered portion of the Deposits to the Owner, without interest. Section 3. Abandonment of Proceedings. The Owner acknowledges and agrees that the issuance of the Bonds shall be in the sole discretion of the Community Facilities District. No provision of this Deposit Agreement shall be construed as an agreement, promise or warranty of the City to issue the Bonds. Section 4. Deposit Agreement Not Debt or Liability of City. As provided in Section 53314.9(b) of the Act, this Deposit Agreement does not constitute a debt or liability of the City, but shall constitute a debt and liability of the Community Facilities District upon its formation. The City shall not be obligated to advance any of its own funds to pay Initial Costs or any other costs incurred in connection with the issuance of the Bonds. No member of the City Council of the City and no officer, employee or agent of the City shall to any extent be personally liable hereunder. Section 5. Notices. Notices, Demands and Communications Between the Parties. Any notices, requests, demands, documents, approvals or disapprovals given or sent under this Deposit Agreement from one Party to another(collectively, "Notices") may be personally delivered, transmitted by facsimile (FAX) transmission, or deposit with the United States Postal Service for mailing, postage prepaid, to the address of the other Party as stated in this Section, and shall be deemed to have been given or sent at the time of personal delivery or FAX 10/7/03 4000.128 H&O:#10906 Q transmission or, if mailed, on the third day following the date of deposit in the course of transmission with the United States Postal Service. Notices shall be sent as follows: If to City: City of Lake Elsinore Attn: City Manager 130 S. Main Street Lake Elsinore, CA 92530 FAX No. (909) 674-239 With copies to: Van Blarcom, Leibold, McClendon&Mann, P.C. Attn: Barbara Zeid Leibold, City Attorney 23422 Mill Creek Drive, Suite 105 Laguna Hills, CA 92653 FAX No. (949) 457-6305 If to Owner: Pardee Homes Attn: Jim Stringer 1181 California Ave, Suite 103 Carlsbad, CA 92881 FAX No. (909) 739-0484 Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b)if given by electronic communication, whether by telex, telegram or telecopier upon the sender's receipt of an appropriate answerback or other written acknowledgement, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section. Section 6. California Law. This Deposit Agreement shall be governed and construed in accordance with the laws of the State of California. The Parties shall be entitled to seek any remedy available at law and in equity. All legal actions must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal court in Riverside County, or in the United States District Court for District of California in which Riverside County is located. Section 7 Successors and Assigns. This Deposit Agreement shall be binding upon and insure to the benefit of the successors and assigns of the parties hereto. ion/03 4000.128 H&0:N 10906 v2 Section 8 Counterparts. This Deposit Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. Section 9. Other Agreements. The obligations of the Owner hereunder shall be that of a party hereto. Nothing herein shall be construed as affecting the City's or Owner's rights, or duties to perform their respective obligations, under other agreements, use regulations or subdivision requirements relating to the development. This Deposit Agreement shall not confer any additional rights, or waive any rights given, by either party hereto under any development or other agreement to which they are a party. Section 10. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Deposit Agreement or of any of its terms. Reference to section numbers are to sections in this Deposit Agreement, unless expressly stated otherwise. Section 11. Interpretation. As used in this Deposit Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Deposit Agreement shall be interpreted as though prepared jointly by both Parties. Section 12. No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this Deposit Agreement to be performed by the other Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Deposit Agreement. Section 13. Modifications. Any alteration, change or modification of or to this Deposit Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party. Section 14. Severability. If any term, provision, condition or covenant of this Deposit Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Deposit Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. Section 15. Computation of Time. The time in which any act is to be done under this Deposit Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time. Section 16. Leeal Advice. Each Party represents and warrants to the other the following: they have carefully read this Deposit Agreement, and in signing this Deposit Agreement, they do so with full knowledge of any right which they may have; they have 1 a7J03 4000.128 H&O:#10906 Q received independent legal advice from their respective legal counsel as to the matter set forth in this Deposit Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Deposit Agreement; and, they have freely signed this Deposit Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other Party, or their respective agents, employees, or attorneys, except as specifically set forth in this Deposit Agreement, and without duress or coercion, whether economic or otherwise. Section 17 Cooperation. Each Party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Deposit Agreement including, but not limited to, releases or additional agreements. Section 18. Conflicts of Interest. No member, official or employee of City shall have any personal interest, direct or indirect, in this Deposit Agreement, nor shall any such member, official or employee participate in any decision relating to the Deposit Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. [Signatures on following page] 10/7/03 4000.128 H&O:#10906 v2 IN WITNESS WHEREOF, the Parties have executed this Deposit Agreement as of the respective dates set forth below. "CITY" C OF L KE ELSINO municipal orporation Dated: J pw,-�e r t , 2003 By: Mayor ATTEST: VICKI SAD, CITY CLERK By: VICKI KASAD APPROVED AS TO FORM: VAN BLARCOM, LEIBOLD, McCLENDON & MANN,P.C. City Attorney By: i44FIVV11-V %, j3ARBAjeA ZEID LEIBOLD "OWNER" PARDEE HOMES, a California corporation Dated: �, , 2003 By: (�)4b Q4402�2(- Name: ., d Its: �r MCP P�srdtn� By: Name: Co�+c,5 Its: (// /,I 10/7/03 4000.128 H&O:#10906 v2