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ORDINANCE NO 2699
AN ORDINANCE OF THE CITY OF REDLANDS APPROVING A DEVELOPMENT
AGREEMENT WITH REDLANDS LAND HOLDING L L C
THE CITY COUNCIL OF THE CITY OF REDLANDS does ordain as follows
Section 1 The Development Agreement,dated April 15,2008,with Redlands Land Holding
L L C (the "Development Agreement") has been reviewed by the City Council of the City of
Redlands and this City Council, after considering the verbal and written testimony provided at a
duly noticed public hearing on the Development Agreement, determines
A The Development Agreement is consistent with the City of Redlands' General Plan
B The Development Agreement will promote the public convenience and general welfare
of the residents of Redlands
Section 2 This City Council hereby adopts the findings made by the City's Planning
Commission in accordance with Redlands Municipal Code section 18 220 100 which supports the
Planning Commission's recommendation to this City Council to approve the Development
Agreement
Section 3 The Development Agreement is hereby approved in the form attached hereto as
Exhibit "A "
Section 4 The Mayor shall sign this ordinance and the City Clerk shall certify to the
adoption of this ordinance and shall cause it, or a summary of it, to be published once in the
Redlands Daily Facts, a newspaper of general circulation within the City, and thereafter, this
ordinance shall take effect in accordance with law
yor of the City of Redlands
Attest
Cii Jerk
11djm1Ord12699 Redlands Land Holding LLC
419108 3 34 pm
I, Louie Poyzer, City Clerk of the City of Redlands, hereby certify that the foregoing
ordinance was duly adopted by the City Council at a regular meeting thereof held on the 15`l' day of
April, 2008,by the following vote
AYES- Councilmembers Gilbreath, Gallagher, Aguilar, Mayor Harrison
NOES None
ABSENT None
ABSTAIN Councilmember Bean
Lori oyzer, Ci e
CERTIFICATION
I,Lorrie Poyzer,City Clerk of the City of
Redlands,California,do hereby certify that this
t5 a true and correct copy of Ordinance No..Zz'99
which has been published in the local newspaper
pursuant i W.
City Clerk
City of lands.California
11dam1Ord12699 Redlands Land Holding LLC
4/910$3:34 pm
Recorded in Official Records County of San Bernardino 5/30/2008
LARRY WALKER 2 49 PM
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REDLANDS, CALIFORNIA 92373
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DEVELOPMENT AGREEMENT
By and Between
CITY OF REDLANDS, a California municipal corporation,
and
REDLANDS LAND HOLDING L.L.C.
a limited liability company
April 15, 2008
San Bernardino County, California
463963 7 001663 0006 4,1012008 8 45 a.m
DEVELOPMENT AGREEMENT
This Development Agreement (hereinafter "Agreement") is entered into, effective
thirty (30) days after the date of the second reading of the ordinance approving this Agreement
(hereinafter the "Effective Date"), by and between the City of Redlands, a California municipal
corporation (hereinafter "City"), and Redlands Land Holding L L C , a Delaware limited liability
company (hereinafter "Owner") City and Owner are sometimes individually referred to herein
as a"Party" and, together, as the"Parties "
RECITALS
WHEREAS, pursuant to Section 65864 et seq. of the Government Code, City is
authorized to enter into binding development agreements with persons having legal or equitable
interests in real property for the development of such property, and
WHEREAS, Owner has a legal and equitable interest in certain real property
located in the City of Redlands which is more particularly described in Exhibit "A" attached
hereto (the "Property"), and
WHEREAS, Owner proposes to develop an approximate 149,800 to 160,000
square toot commercial/retail center in accordance with the Development Plan (the "Project"), in
two phases, at the gateway to City's downtown, and
WHEREAS, Owner has requested City to enter into a development agreement for
the Project and proceedings have been undertaken for the same in accordance with state law and
the rules and regulations of City, and
WHEREAS, by electing to enter into this Agreement, City shall bind future City
Councils of City by the obligations specified herein and limit the future exercise of certain
governmental and proprietary powers of City, and
WHEREAS, the terms and conditions of this Agreement have undergone
extensive review by City and have been found to be fair,dust and reasonable, and
WHEREAS, the best interests of the citizens of City and the public health, safety
and welfare will be served by entering into this Agreement, and
WHEREAS, all of the procedures of the California Environmental Quality Act
("CEQA") have been met with respect to the Project and this Agreement in that a final
environmental impact report has been prepared for the Project (State Clearinghouse No
2005121029) (the "EIR"), and the City Council of the City and the Redevelopment Agency of
City have found and determined that the EIR was prepared in accordance with the requirements
of CEQA and adequately describes the impacts of the Project and this Agreement, and
WHEREAS, this Agreement and the Project are consistent with the City's
General Plan and Specific Plan No 45, and
46'961 7 o0160 00o( I 2S 200S I i6 I'M1
NO
WHEREAS, development of the Property in accordance with this Agreement will
provide substantial benefits to CAN and will further important policies and goals of City, and
WHEREAS, his Agreement will eliminate uncertainty in Owner's planning
for
he Project and provide for the orderly development of the Property and generally serve he
purposes for which development agreements under Section 65864 et seq of the
Code are intended, and Government
WHEREAS, all actions taken and approvals given by City for the Project and this
Agreement have been duly taken or approved in accordance with all applicable legal
requirements for notice, public hearings, findings, votes and other procedural matters,
NOW, THEREFORE, in consideration of the above recitals and of the mutual
covenants hereinafter contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows
COVENANTS
1 DEFINITIONS AND EXHIBITS
follows 1 I Definitions The following terms when used in this Agreement shall be defined as
1 1 1 "Agreement"means this Development Agreement
1 1 2 "City" means the City of Redlands, California, a general law city
organized and existing under the laws of the State of California
I 1 3 "Design Rules" means rules, regulations and official policies of he City
governing design, improvement and construction standards and specifications
1 1 4 "Development" means the improvement of the Property for the purposes
of -ompleting the structures, improvements and facilities comprising the Project including, but
not limited to grading. the construction of infrastructure and public facilities related to the
Project whether located within or outside the Property, the construction of buildings and
structures, and the installation of landscaping. "Development" does not include the maintenance,
repair, reconstruction or redevelopment of any building, structure, improvement or facility after
the construction and completion thereof
1.1 5 "Development Approvals" means all permits and other entitlements
approved by City in connection with development of the Property including without limitation
(a) general plan amendments,
(b) specific plans and specific plan amendments,
(c) zoning,
46463 7 00160 0006 1 1-8't)?JS
z (d) tentative and final subdivision and parcel maps,
(e) conditional use permits and variances,
(f) development site plan review,
(g) grading and building permits
Development Approvals specifically exclude this Agreement and the EIR
1 1 6 Development Impact Fee" means a monetary exaction, other than a tax or
special assessment, established for a broad class of projects by legislation of general applicability
or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the
applicant in connection with approval of a development project for the purpose of defraying all
or a portion of the cost of public facilities related to the development project, and, for purposes
of this Agreement only, includes fees collected under development agreements adopted pursuant
to Article 2 5 of the Government Code (commencing with Section 65564) of Chapter 4, or fees
collected pursuant to agreements with redevelopment agencies that provide for the
redevelopment of property in furtherance or for the benefit of a redevelopment project for which
a redevelopment plan has been adopted pursuant to the Community Redevelopment Law (Part 1
(commencing with Section 33000) of Division 24 of the Health and Safety Code) For purposes
of this Agreement only, "Dev elopment Impact Fee" shall not include Processing Fees
1 1 7 "Development Plan ' means the Existing Development Approvals and the
Existing Land Use Regulations applicable to Development of the Property
1 1 S "Existing Development Approvals" means all Development Approvals
approved or issued prior to the Eftectrve Date Existing Development Approvals includes the
Approvals incorporated herein as Exhibit "C ' and all other Development Approvals which are a
matter of public record on the Effective Date
1 1 9 "Existing Land Use Regulations" means all Land Use Regulations in
effect and a matter of public record on the Effective Date
1 1 10 "Land Use Regulations" means all ordinances, resolutions, codes, rules,
regulations and official policies of City governing the development and use of land, including,
without limitation, the permitted use of land, the density or intensity of use, subdivision
requirements, timing and phasing of development, the maximum height and size of buildings, the
provisions for reservation or dedication of land for public purposes, and the design, improvement
and construction standards and specifications applicable to the development of the Property
"Land Use Regulations" shall also include Development Impact Fees and Processing Fees in
effect as of the Effective Date subject to increases in Processing Fees, in accordance with
Section 4 3 of this Agreement "Land Use Regulations" does not include any City ordinance,
resolution, code, rule, regulation or official policy, governing
(a) the conduct of businesses, protessions. and occupations,
409()l 7 28 20(S =5f?t>n.1 3
(b) Design Rules, provided, that, notwithstanding anything in this
Agreement to the contrary, any change in a Design Rule after the Effective Date of this
Agreement shall be applicable to the Project only if (i) such change is a cit
applying uniformly throughout ywide change
Y ghout the City, and (ii) except for update or adopton of codes
upon the Project or the development thereof as contemplated by
pursuant to the next sentence, such change does not impose a material adverse financial impact uniform
Date of this Agreement, provided, further, that the additional timethe Owner as of the Effective
, if any, necessary to coin
ply
with a change in a Design Rule (as opposed to the additional cost or expense of compliance)
shall not, if itself, constitute a material adverse financial impact Notwithstandinganything
herein to the contrary, Owner specifically acknowledges and agrees that the co
tion of the
Project shall be subject to any adoption or update of building, electrical, mechanical,fire or other
like uniform codes of citywide scope which are based on the recommendations of a multi-state
professional organization and become applicable throughout the City
(c) taxes or assessments,
(d) the control and abatement of nuisances;
similar rights and interests that provide defor the use of or ing of heeentr nt permits and the conveyance of
y upon public property,
M the exercise of the power of emment domain
(g) the procedural requirements of hearing bodies, petitions,
applications, notices, findings, records, hearings, reports, recommendations, appeals and any
other matter of procedure
1 1 11 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a
deed of trust or any other security-device lender, and their successors and assigns
1 1 12 "Owner"means Redlands Land Holding LLC and its permitted successors
in interest to all or any part of the Property
1 1 13 "Project" means Owner's proposed 122,000 to 150,000 square foot
commercial/retail development of the Property contemplated by the Development Plan as such
Development Plan may be further defined, enhanced or modified pursuant to the provisions of
this Agreement
1 1.14 "Processing Fees" means all processing fees and charges imposed by City
to over the estimated actual costs to City of processing applications for Development Approvals
or for monitoring compliance with any Development Approvals granted or issued, including,
without limitation, fees for zoning variances, zoning changes, use permits, building inspections,
building permits, grading permits, certificates of occupancy, the processing of maps under the
provisions of the Subdivision Map Act, Division 2 (commencing with Section 66410) of Title 7
of the Government Code, or planning services under the authority of Chapter 3 (commencing
with Section 65100) of Division 1 of Title 7 of the Government Code, and fees and charges as
described in Sections 51287, 56383, 57004, 65104, 65456, 65863 7, 65909 5, 66013, 66014, and
66451 2 of the Government Code, Sections 17951, 19132 3, and 19852 of the Health and Safety
463963 7 001663,0006 3/28/2008 156 PM 4
Code, Section 41901 of the Public Resources Code and Section 21671 5 of the Public Utilities
Code, as such codes may be amended or superseded including by amendment or replacement
Processing fees shall not include Development Impact Fees
1
1 1 15 "Reservations of Authority" means the rights and authority excepted from
the assurances and rights provided to Owner under this Agreement and reserved to City under
Section 3 6 of this Agreement
1 1 16 "Subsequent Development Approvals" means all Development Approvals
required subsequent to the Effective Date in connection with Development of the Property
1 1 17 "Subsequent Land Use Regulations" means any Land Use Regulations
adopted and effective after the Effective Date of this Agreement
1 2 Exhibits The following documents are attached to, and by this reference made a
part of, this Agreement
Exhibit"A"— Legal Description of the Property
Exhibit `B"—Map showing Property and its location
Exhibit "C"—Existing Development Approvals
Exhibit ' D" — Project Phasing Plan
Exhibit "E"— Improvement Estimates
Exhibit "F"—Landscape Maintenance District Property
Exhibit "G"—Development Impact Fees
2 GENERAL PROVISIONS
2 1 Bindina, Effect of Aureement The Property is hereby made subject to this
Agreement The Parties acknowledge that Owner may, after execution of this Agreement,
acquire ownership of additional real property which is the subject of the Development Plan (the
"Additional Property") As Owner acquires such Additional Property, the Parties shall
administratively (executed by the Mayor of City without the need for further approval by the
City Council of City) revise Exhibit "A" of this Agreement to identify that Additional Property
and shall record a copy of this Agreement, with the revised exhibit, against such Additional
Property in the official records of the County of San Bernardino.
22 Ownership of Property Owner represents and covenants that it is the owner of
the fee simple title to the Property or a portion thereof
2 3 Term The term of this Agreement shall commence on the Effective Date and
shall continue for an initial term of tour (4) years thereafter unless this term is modified or
extended pursuant to the provisions of this Agreement Notwithstanding the foregoing, the term
4(32 6+ 0016txl.t 00'( 3-- 2008 1
of this Agreement may be extended for an additional one (1) year following expiration of the
initial term, provided the following have occurred
(a) Owner provides at least one hundred eighty (180) days written
notice to City, prior to the expiration of the initial term, of its request to extend the initial term,
(b) Owner has committed to the development of Phase 2 of the Protect
as described in the Project Phasing Plan, and
(c) Owner is not then in uncured default of this Agreement
The initial term and, if and upon extension, the one (I) year extension, shall sometimes be
referred to herein together as the "Term "
24 Assixnment
24 1 Right to Assivn Owner shall have the right to sell, transfer or assign the
Property in whole or in part (provided that no such partial transfer shall violate the Subdi�ision
Map Act. Government Code Section 66410 et seq ), to any person, partnership, point venture,
firm or corporation at any time during the Term of this Agreement, prole ided, however, that any
such sale, transfer or assignment shall include the assignment and assumption of the rights,
duties and obligations arising under or from this Agreement and be made in strict compliance
with the following
(a) No sale, transfer or assignment of any right or interest under this
Agreement shall be made unless made together with the sale, transfer or assignment of all or a
part of the Property
(b) Concurrent with any such sale, transfer or assignment, or withinfifteen (15) business days thereafter, Owner shall notify City's City Managcr, in writing, of such
sale, transfer or assignment and shall provide City with (1) an executed agreement, in a form
reasonably acceptable to City, by the purchaser, transferee or assignee and providing therein that
the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and
obligations of Owner under this Agreement with respect to the portion of the Property so sold,
transferred or assigned, and (2) the payment of the applicable processing charge to cover the cost
of City's review and consideration of such sale, transfer or assignment
(c) Any sale, transfer or assignment not made in strict compliance
with the foregoing conditions shall constitute a default by Owner under this Agreement
Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement
required by paragraph (b) of this Subsection 2 4 1, the burdens of this Agreement shall be
binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not
inure to such purchaser, transferee or assignee until and unless such agreement is executed
City's City Manager shall have the authority to exercise the rights of City pursuant to the terms
of this section 2 4, and any approval required by City shall not be unreasonably withheld,
conditioned or delayed
4629('.7 0016b:0006 128.20oS ,54 6
2 4 2 Release of Transferrin4 Owner Notwithstanding any sale, transfer or
assignment, a transferring Owner shall continue to be obligated under this Agreement unless
such transferring Owner is given a release in writing by City, which release shall be provided by
City upon the full satisfaction by such transferring Owner of the following conditions
(a) Owner no longer has a legal or equitable interest in all or any part
of the Property sold, transferred or assigned.
(b) Owner is not then in default under this Agreement
(c) Owner has provided City with the notice and executed agreement
required under Paragraph (b) of Subsection 2 4 1 above
(d) The purchaser, transferee or assignee provides City with security
equivalent to any security previously provided by Owner to secure performance of its obligations
hereunder
2 4 3 Effect of Assi-nment and Release of Oblivations In the event of a sale,
transfer or assignment pursuant to the provisions of subsection 2 4 2 above
(a) The assignee shall be liable for the performance of all obligations
of Owner with respect to transferred property, but shall have no obligations with respect to the
portions of the Property, if any, not transferred (the "Retained Property") and no breach or
default by, or failure of a condition in favor of City which affects the rights of, Owner or any
other assignee, shall affect the continued viability and effect of this Agreement as to any
assignee
(b) The owner of the Retained Property shall be liable for the
performance of all obligations of Owner with respect to the Retained Property, but shall have no
further obligations with respect to the transferred property, and no breach, default or tailure of
condition by any assignee shall affect the continued viability and effect of this Agreement as to
Owner with respect to any Retained Property
(c) The assignee's exercise, use and enjoyment of the Property or
portion thereof shall be subject to the terms of this Agreement to the same extent as if the
assignee were the Owner.
2 4 4 Subsequent Assignment Any subsequent sale, transfer or assignment
after an initial sale, transfer or assignment shall be made only in accordance with and subject to
the terms and conditions of this Section 2 4.
25 Amendment or Cancellation of Aereement This Agreement may be amended or
cancelled in whole or in part only in the manner provided for in Government Code Section
65868 1 Any amendment of this Agreement which has been requested by Owner, shall be
considered by City_ only upon the payment of the applicable processing charge This pro-vision
shall not limit any remedy of City or Owner as provided bN this Agreement Either Party, or any
successor in interest of a Party, may propose an amendment to or cancellation in whole or in
part, of this Agreement Any amendment or cancellation shall be by mutual consent of the
7
Parties or their successors in interest except as provided otherwise in this Agreement or in
Government Code Section 65865 1 For purposes of this Section, the term "sm ccssor in
interest" shall mean any person having a legal or equitable interest in the whole of the Property,
or any portion thereof as to which such person wishes to amend or cancel this Agreement The
procedure for proposing and adopting an amendment to, or cancellation of, in whole or in part,
this Agreement shall be the same as the procedure for adopting and entering into this Agreement
in the first instance Notwithstanding the foregoing sentence, if City initiates the proposed
amendment to, or cancellation of, in whole or in part, this Agreement, City shall first give notice
to Owner of its intention to initiate such proceedings at least sixty (60) days in advance of the
giving the public notice of intention to consider the amendment or cancellation
26 Termination This Agreement shall be deemed terminated and of no further effect
upon the occurrence of any of the following events
(a) Expiration of the stated Term of this Agreement as set forth in
Section 2 3
(b) Entry of a final judgment setting aside, voiding or annulling the
adoption of the ordinance approving this Agreement
(c) Completion of the Project in accordance with the terms of this
Agreement including issuance of all required occupancy permits and acceptance by City or
applicable public agency of all required dedications
Termination of this Agreement shall not constitute termination of any other land
use entitlements approved for the Property Upon the termination of this Agreement, no Party
shall have any further right or obligation hereunder except with respect to any obligation to have
been performed prior to such termination or with respect to any default in the performance of the
provisions of this Agreement which has occurred prior to such termination or with respect to any
obligations which are specifically set forth as surviving this Agreement
27 Notices
(a) As used in this Agreement, "notice" includes, but is not limited to,
the communication of notice, request, demand, approval, statement, report, acceptance, consent,
waiver, appointment or other communication required or permitted hereunder
(b) All notices shall be in writing and shall be considered given either
(i) when delivered in person, including, without limitation, by courier, to the recipient named
below, or (u) on the date of delivery shown on the return receipt, after deposit in the United
States mail in a sealed envelope as either registered or certified mail with return receipt
requested, and postage and postal charges prepaid, and addressed to the recipient named below
All notices shall be addressed as follows
If to City if to Owner
N Enrique Martinez Redlands Land Holding L L C
City Manager c/o General Growth Properties
8
40963 7 00166;0006 1 IS-200S 3 56 PNI
City of Redlands 110 North Wacker Drive
Post Office Box 3005 Chicago, Illinois 60606
Redlands, California 92373 Attention Heath Fear
Tel (909) 798-7510 Fax (312) 960-5476
Fax (909) 798-7503
with a copy to And to
Daniel J. McHugh, Esq. Redlands Land Holding L L C
City Attorney C/O General Growth Properties
City of Redlands 110 North Wacker Drive
Post Office Box 3005 Chicago, Illinois 60606
Redlands, California 92373 Attention Martin Vahtra
Tel (909) 798-7595 Fax (312) 960-5476
Fax (909) 798-7503
And with a copy to
Brown Winfield &Canzoneri
300 South Grand Avenue, 15th Floor
Los Angeles, California 90071
Attention Anthony Canzonen
Fax (213) 687-1703
(c) Either Party may, by notice given at any time, require subsequent
notices to be given to another person or entity, whether a Party or an officer or representative of
a Party, or to a different address, or both Notices given before actual receipt of notice of change
shall not be invalidated by the change
3 DEVELOPMENT OF THE PROPERTY
3 1 Ri-hts to Develon Subject to the terns of this Agreement including the
Reservations of Authority, Owner shall halve a vested right to develop the Property in accordance
with, and to the extent of, the Development Plan The Project shall remain subject to all
Subsequent Development Approvals required to complete the Project as contemplated by the
Development Plan Except as otherwise provided in this Agreement, the permitted uses of the
Property, the maximum density and intensity of use, the maximum height and size of proposed
buildings, and provisions for reservation and dedication of land for public purposes shall be
those set forth in the Development Plan.
3 2 Effect of Aisreement on Land Use Reetulations Except as otherwise provided by
this Aeement, including the Reservations of Authority, the rules, regulations and official
policies governing permitted uses of the Property the density and intensity of use of the
Property, the maximum height and size of proposed buildings, and the design, impro,%ement and
construction standards and specifications applicable to de-velopment of the Property shall be the
Existing Land Use Regulations The adoption of any change in the Existing Land Use
Regulations adopted or becoming eftecti,,e after the Effective Date of this Agreement, shall not
9
be applied to the Project_ unless the affected Owner gives written notice to the City of its election
to have such change in the Existing Land Use Regulations applied to its portion of the Project,
provided that, such election by Owner shall not be authorized or accepted if it would materially
interfere with completion of the Project by the other Owners as originally contemplated by the
terms of this Agreement In connection with any Subsequent Development Approval, City shall
exercise discretion in accordance with the same manner as it exercises its discretion under its
police powers, including the Reservations of Authority set forth herein, provided however, that
such discretion shall not prevent development of the Property for the uses and to the density or
intensity of development set forth in this Agreement
3 3 Timing of Development The Parties acknowledge that Owner cannot at this time
predict when or the rate at which phases of the Property will be developed Such decisions
depend upon numerous factors which are not within the control of Owner, such as market
orientation and demand, interest rates absorption, completion and other similar factors Because
the California Supreme Court held in Pardee Construction Co v City of Camarillo (1984) 37
Cal 3d 465, that the failure of the parties therein to provide for the timing of development
resulted in a later adopted initiative restricting the timing of development to prevail over such
parties' agreement, it is the Parties' intent to cure that deficiency by acknowledging and
providing that Owner shall have the right to develop the Property in such order and at such rate
and at such times as Owner deems appropriate within the exercise of its subjective business
Judgment
3 4 Phasinz Plan Development of the Property shall be subject to all timing and
phasing requirements established by the Development Plan
3 5 Chanes and Amendments The Parties acknowledge that refinement and further
development of the Project may require Subsequent Development Approvals and may
demonstrate that changes are appropriate and mutually desirable in the Existing Development
Approvals In the event Owner finds that a change in the Existing Development Approvals is
necessary or appropriate, Owner shall apply for a Subsequent Development Approval to
effectuate such change and City shall process and act on such application in accordance with the
Existing Land Use Regulations except as otherwise provided by this Agreement, including the
Reservations of Authority If approved, any such change in the Existing Development Approvals
shall be incorporated herein as an addendum to Exhibit "C," and may be further changed from
time to time as provided in this Section Unless otherwise required by law, as determined in
City's reasonable discretion, a change to the Existing Development Approvals shall be deemed
"minor"and not require an amendment to this Agreement provided such change does not
(a) Alter the permitted uses of the Property as a whole; or,
(b) Increase the density or intensity of use of the Property as a whole,
or,
(c) Increase the maximum height and size of permitted buildings, or,
(d) Delete a requirement for the ieservation or dedication of land for
public purposes within the Property as a whole or,
10
46390 1 `016h3M06 ,2S oor z: I'M
(e) Constitute a project requiring a subsequent or supplemental
environmental impact report pursuant to Section 21166 of the Public Resources Code
36 Reservations of Authoritv
36 1 Limitations Reservations and Exceptions Notwithstanding any other
provision of this Agreement, City shall not be prevented from applying new rules, regulations
and policies upon Owner, nor shall this Agreement prevent City from denying or conditionally
approving any subsequent development project application on the basis of such new rules,
regulations and policies where the new rules, regulations and policies consist of the following
(a) Processing Fees, provided such Processing Fees are applicable
City-wide to all developments of similar type or size
(b) Procedural regulations relating to hearing bodies, petitions,
applications, notices, findings, records and any other matter of procedure, provided such
procedural regulations are applicable city-wide to all developments of similar size or type,
(c) Regulations, policies and rules governing engineering and
constriction standards and specifications applicable to public and private improvements,
including all uniform codes adopted by the City and any local amendments to those codes
adopted by the City,
(d) Regulations that may conflict with this Agreement and the
Development Plan but that are reasonably necessary to protect the businesses within the Project
andlor of the immediate community from a condition perilous to their health or safety,
(e) Regulations that do not conflict (i e those regulations that are
consistent with this Agreement or Development Plan) with those rules, regulations and policies
set forth in this Agreement or the Development Plan and do not impose additional fees,
exactions, or costs to the Project or delay implementation of the Project,
(f) Regulations that may conflict but to which the Owner consents
3 6 2 Subsequent Development Approvals City, in acting on Subsequent
Development Approvals, shall apply Existing Land Use Regulations to the extent possible This
Agreement shall not prevent City from denying or conditionally approving any Subsequent
Development Approval on the basis of the Existing Land Use Regulations or to the extent
allowable herein, any Subsequent Land Use Regulation not in conflict with the Development
Plan
3 6 3 Modification or Suspension by State or Federal Law In the event that
State or Federal laws or regulations, enacted ager the Effective Date of this Agreement, prevent
or preclude compliance with one or more of the provisions of this Agreement, such provisions of
this Agreement shall be modified or suspended as may be necessary to comply with such State or
Federal laws or regulations, provided, however, that this Agreement shall remain in full force
and effect to the extent it is not inconsistent with such laws or regulations and to the extent such
laws or regulations do not render such remammg provisions unpractical to enforce In the event
11
461963-7 001661 0006 ;? 2008 [h1
Owner alleges that such State or Federal laves or regulations preclude or prevent compliance with
one or more provisions of this Agreement, and City does not agree, Owner may, at its sole cost
and expense, seek declaratory relief (or other similar non-monetary remedies), provided,
however, that nothing contained in this subsection 3 6 3 shall impose on City any monetary
liability for contesting such declaratory relief (or other similar non-monetary relief)
3 6 4 Intent The Parties acknowledge and agree that City is restricted in its
authority to limit its police power by contract and that the foregoing limitations, reservations and
exceptions are intended to reserve to City all of its police power which cannot be so limited This
Agreement shall be construed, contrary to its stated terms if necessary, to reserve to City all such
power and authority which cannot be restricted by contract
3 7 Public Works Utilities If Owner is required by this Agreement to construct any
public works facilities which will be dedicated to City or any other public agency upon
completion, and if required by applicable lawns to do so, Owner shall perform such work in the
same manner and subject to the same requirements as would be applicable to City or such other
public agency should it have undertaken such construction As a condition of development
approval, Owner shall connect the Project to all utilities necessary to provide adequate water,
sewer, gas, electnc, and other utility service to the Project As a further condition of development
approval, Owner shall contract with City for City-owned or operated utilities for this purpose, for
such price and on such terms as maybe available to similarly situated customers in City
3 8 City Services Subject to Owners' installation of infrastructure in accordance
with the requirements of the Existing Development Approvals and any Subsequent Development
Approvals, and City's installation of the "Regional Improvements" (as defined in Section 5 1),
City has determined and hereby finds that it will have sufficient capacity in its infrastructure,
services and utility systems, including, without limitation, traffic circulation, storm drainage,
sewer collection, sewer treatment, sanitation service and water supply treatment, distribution
and service, to accommodate the Project To the extent that City renders such services or
prov=ides such utilities, City hereby agrees that it will serve the Project and that there shall be no
restriction on connections or service for the Project
39 Regulation by Other Public Agencies It is acknowledged by the Parties that other
public agencies not within the control of City may possess authority to regulate aspects of the
development of the Property separately from or jointly with City and this Agreement does not
limit the authority of such other public agencies City agrees to cooperate fully, at no out of
pocket cost to City, with Owner in obtaining any required permits or compliance with the
regulations of other public agencies provided such cooperation is not in conflict with any laws,
regulations or policies of City
3 10 Development Processinp- City shall employ all lawful actions capable of being
undertaken by City to promptly (i) accept all complete applications for Subsequent Development
Approvals (collectively, "Applications") and (ii) process and take action upon the Applications
in accordance with applicable law To the extent that Owner desires that City plan check or
process an Application on an expedited basis and to the extent that such plan check requires an
additional expense beyond the customary expense applicable to the general public, City shall
inform Owner of such additional expense_ including the cost of overtime and private consultants
12
and other third-parties If acceptable to Owner, Owner shall pay the additional cost and City
shall use its reasonable efforts to undertake the most accelerated processing time as lawfully
possible utilizing overtime and the services of private consultants and third parties to the extent
available
3 11 Moratorium No city-imposed moratorium or other limitation (whether relating to
the rate, timing or sequencing of the development or construction of all or any part of the Project,
whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether
enacted by the City Council, a board, agency, commission or department of City, the electorate,
or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final),
building permits, occupancy certificates or other entitlements to use or service (including,
without limitation, water and sewer approved, issued or granted within City, or portions of City)
shall apply to the Project to the extent such moratorium or other limitation is in conflict with this
Agreement, provided however, the provisions of this Section shall not affect City's compliance
with moratoria or other limitations mandated by other governmental agencies or court imposed
moratoria or other limitations, nor shall the provisions of this Section prohibit City from
imposing upon the Project water conservation laws or regulations provided such laws or
regulations are applicable city-wide to all developments of similar size or type
312 Warranties
(a) City Warranties The City hereby warrants to Owner as follows
(1) Entitlement to Develop City has the authority to permit
Owner to develop the Project subject to, and in accordance with the Land Use Regulations, the
Existing Development Approvals, and the terms and conditions of this Agreement
(2) Consistencv with General Plan and Specific Plan The
Project is consistent with the General Plan and Specific Plan No 45 and the Existing
Development Approvals lawfully authorize the construction and use of the Project
(3) Authoritv to Enter into Agreement City has the legal
authority to enter into and implement this Agreement
(b) Owner Warranties Owner warrants to City that it has the legal
authority and financial ability to enter into and implement this Agreement
3 13 Term of Protect Approvals As provided in California Government Code Sections
66452 6 and 65863 9, the term of any tentative, vesting tentative or parcel map approved with
respect to the Project and the term of each of the Existing Development Approvals shall remain
in effect and be valid through the scheduled termination date of this Agreement as set forth in
Section 2 3 above
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4 DEVELOPMENT IMPACT FEES AND PROCESSING FEES
41 Amount and Components of Development Impact Fees The Development
Impact Fees applicable to the Property and/or the Project shall be those adopted and in effect as
of the Effective Date of this Agreement, provided, however, that the Project shall be subject to
any annual indexed adjustments in Development Impact Fees imposed pursuant to the provisions
of the City ordinances establishing such Development Impact Fees Subject to the foregoing,
City acknowledges and agrees that the Development Impact Fees applicable to the Project are as
set forth in Exhibit "G"
42 Time of Pavment The Development Impact Fees required pursuant to Section
4 1 shall be paid to City at the time required pursuant to the ordinance or resolution adopting the
same, except that traffic stgnalization fees for each applicable intersection shall be paid within
ten (10) days of notification from City to Owner that City has awarded a contract for the design
of the traffic signals for such intersection
43 Chante to Processinp, Fees The Project shall be subject to any increase in
Processing Fees imposed by the City, provided that no such change shall be applicable to the
Project unless (a) the City Council shall first hold one public meeting at which oral or written
presentations can be made on such matter, and (b) such increased Processing Fees are not
imposed in a manner so as to discriminate against Owner or the Project, and (c) the increased
Processing Fees do not exceed the estimated reasonable cost of providing the service for which
they are imposed
5 PUBLIC IMPROVEMENTS AND LANDSCAPE MAINTENANCE
5 1 Public Improvements City has identified and estimated the types and quantities
of the drainage, sewer, street and water improvements (the `Estimated Improvements") required
by the conditions of approval for development of the Project in accordance with the Existing
Development Approvals A listing of the Estimated Improvements which also identifies those
Estimated Improvements that have been. or will be, constructed by City ("the Regional
Improvements') and those to be constructed by Owner ( 'the Owner Offsite Improvements") is
attached hereto as Exhibit"E"
5 l 1 The Re�--nonal Improvements City acknowledges and agrees that the
Regional Improvements constructed or to be constructed by City constitute infrastructure of a
regional nature, and which was contemplated to be constructed by City without regard to the
proposed Project, notwithstanding that some or all of such Regional Improvements may have
been required to be constructed as a condition to the development of the Project and identified in
the Existing Development Approvals. City agrees to construct the Regional Improvements
identified on Exhibit "E" so as to complete the storm drain improvements by December 31, 2008
and the traffic signal and related work for the Eureka and Colton and Eureka and Stuart
intersections by April 30, 2009 In the event that City tails to initiate or diligently construct the
Regional Improvements to completion within the time set forth above, and if such failure would
delav the construction, completion or occupancy of the Project, then Owner shall have the right,
by notice to City, in Owner's sole discretion, and without limitation of any other remedy, to
undertake or complete as applicable, such portion of the Regional Improvements as may be
14
necessary to avoid the delay in the construction, completion or occupancy of the Project, on
behalf of and at the expense of the City If Owner exercises that right, City shall promptly and
fully cooperate with Ow=ner, including, issuance of all necessary Development Approvals,
assignment of any plans, specifications, contracts or other like matters requested by Owner, and
performance of such other actions and execution of such other documents as required to enable
Owner to undertake and/or complete such Regional Improvements
512 The Owner Offsite Improvements As set forth in the Existing
Development Approvals, it is a condition to construction of the Project that Owner construct the
Owner Offsite Improvements
5 1 3 Reimbursement Procedure City shall reimburse Owner for all direct hard
and soft costs and expenses (including construction costs, direct supervision and management,
and construction loan expenses) incurred by Owner in connection with the construction of such
Regional Improvements (the "Reimbursement Amount") The Reimbursement Amount shall be
payable in full to Owner not later than sixty (60) days after Developer completes each portion of
the Regional Improvements, pursuant to this Section 5 1 (each an "Outside Date' ) Prior to each
Outside Date, promptly upon City's receipt, the City shall pay to Owner, for application to the
Reimbursement Amount, any funds, including development fees or charges or governmental
funding, which are a legally permissible source for repayment of the Reimbursement Amount
and which are not legally committed to some other City obligation as of the date of the receipt of
those funds by the City
The Reimbursement Amount shall bear interest at an annual rate of interest equal
to 10% per annum from the date such costs or expenses were incurred (as evidenced by periodic
invoices to be provided by the owner to the City) to the date such amounts are repaid to Owner
52 Desigm/Development Standards Notwithstanding the provisions of the Land Use
Regulations, easements dedicated for pedestrian use shall be permitted to include easements for
underground drainage, water, sewer, gas, electricity, telephone, cable and other utilities and
facilities so long as they do not unreasonably interfere with pedestrian use
53 Alternative Financing for Public Improvements If deemed appropriate, City and
Owner will cooperate in the formation of any special assessment district, community facilities
district or alternate financing mechanism to pay for the construction and/or maintenance and
operation of public infrastructure facilities required as part of the Development Plan City also
agrees that, to the extent any such district or other financing entity is formed and sells bonds in
order to finance such public infrastructure facilities, Owner may be reimbursed to the extent that
Owner spends funds or dedicates land for the establishment of such public infrastructure
facilities Notwithstanding the foregoing, it is acknowledged and agreed by the Parties that
nothing contained in this Agreement shall be construed as requiring City or City's City Council
to form any such district or to issue and sell bonds
54 Landscape Maintenance At the request of City and pursuant to the provisions of
the Mello-Roos Community Facilities District Law Act of 1982 (Government Code section
53311 et ,eq (the "Act")), Owner shall petition City and tale all appropriate actions to
reasonably cooperate in the processing and approval of inclusion of the Property within a City
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4)3901 7 001 b6+ )006 128 2008 1 S6 PM
landscape maintenance Community Facilities District to finance the cost of landscape
maintenance for the property described in Exhibit `F
5 5 Infrastructure Phasmv-, Flexibihtv Notwithstanding the provision of any phasing
requirements in this Agreement, the Existing Development Approvals or any Subsequent
Development Approvals, Owner and City recognize that economic and market conditions may
necessitate changing the order in which the infrastructure is constructed Therefore, City and
Owner hereby agree that should it become necessary or desirable to develop any portion of the
Project's infrastructure in an order that differs from the order set forth in this Agreement, the
Development Approvals or any Subsequent Development Approvals, Owner and City shall
collaborate and City shall permit any modification reasonably requested by Owner so long as the
modification continues to ensure adequate infrastructure is available to serve that portion of the
Project being developed
6 REVIEW FOR COMPLIANCE
6 1 Periodic and Special Reviews
6 1 1 Time for and Initiation of Periodic Review City and Owner shall review
this Agreement every twelve (12) months from and after the Effective Date in order to ascertain
the good faith compliance by Owner with the terms of this Agreement in accordance with the
provisions of section 18 220 180 of City's Municipal Code
6 1 2 Initiation of Special Review A special review may be called either by
agreement between the Parties or by initiation in one or more of the following ways
(1) Recommendation of City's City Manager or City's Community
Development Director,
(2) Affirmative vote of at least four (4) members of the Planning
Commission, or
(3) Affirmative vote of at least three (3) members of the City Council
6 1 3 Notice of Special Review City's City Manager shall begin the special
review proceeding by giving notice that the City intends to undertake a special review of this
Agreement to the Owner Such notice shall be given at least ten (10) days in advance of the time
at which the matter will be considered by the Planning Commission
6 1 4 Public Heanm-y The Planning Commission shall conduct a hearing at
which Owner must demonstrate good faith compliance with the terms of this Agreement The
burden of proof on this issue is upon Owner
615 Findin-urs Upon Public Hearing The Planning Commission shall
determine upon the basis of substantial evidence whether or not Owner has, for the period under
review, complied in good taith with the terms and conditions of this Agreement
6 1 6 Procedure Upon Findmirs
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(a) If the Planning Commission finds and determines on the basis of
substantial evidence that Owner has complied in good faith with the terms and conditions of this
Agreement during the period under review, the review for that period is concluded
(b) If the Planning Commission finds and determines on the basis of
substantial evidence that the Owner has not complied in good faith with the terms and conditions
of this Agreement during the period under review, the Planning Commission may recommend
that the City Council consider issuance of a Notice of Default to Developer to the extent
applicable
6.2 Proceedings Upon Modification or Termination If, upon a finding under Section
6 1 6(b), City determines to proceed with issuance of a Notice of Default, City shall give notice
to the Owner of its intention so to do no less than thirty (30) days prior to the hearing The
notice shall Lontam
(a) The time and place of the hearing,
(b) A statement as to whether or not City proposes to issue a Notice of
Default, and
(c) Other inforniation that City considers necessary to inform Owner
of the nature of the proceeding
6 3 Hcarma on Notice of Default At the time and place set for the hearing on the
proposed Notice of Default, Owner shall be given an opportunity to be heard Owner shall be
required to demonstrate good faith compliance with the terms and conditions of this Agreement
The burden of proof on this issue shall be on Owner If the City Council finds, based upon
substantial evidence in the administrative record, that Owner has not complied in good faith with
the terms and conditions of this Agreement, and that such failure constituted a material
unexcused breach of this Agreement, the City Council may direct the issuance of a Notice of
Default to Owner
64 Certificate of A--reement Comaliance If at the conclusion of a Periodic or
Special Review, Owner is found to be in compliance with this Agreement, City shall, upon
written request by Owner, issue a Certificate of Compliance ("Certificate") to Owner stating that
after the most recent Periodic or Special Review and based upon the information known or made
known to the Community Development Director and City Council that (1) this Agreement
remains in effect and (2) Owner is not in default The Certificate shall be in recordable form,
shall contain information necessary to communicate constructive record notice of the finding of
compliance, shall state whether the Certificate is issued after a Periodic or Special Review and
shall state the anticipated date of commencement of the next Periodic Review Owner may
record the Certificate with the County Recorder
7 DEFAULT AND REMEDIES
7 1 Remedies in General It is acknowledged by the Parties that neither Party would
have entered into this Agreement if it were to be liable in damages under this Agreement, or with
respect to this Agreement or the application thereof In general, each of the Parties hereto may
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pursue any remedy at law or equity available for the breach of any provision of this Agreement.
except that neither Party shall be liable in damages to any other Party, or to any successor in
interest of any Party, or to any other person, and each Party covenants not to sue for damages or
claim any damages
(a) For any breach of this Agreement or for any cause of action which
arises out of this Agreement, or
(b) For the taking, impairment or restriction of any right or interest
conveyed or provided under or pursuant to this Agreement, or
(c) Arising out of or connected with any dispute, controversy or issue
regarding the application or interpretation or effect of the provisions of this Agreement,
provided, that nothing in the foregoing limitation of remedies shall affect the right of City to
collect Development Impact Fees or Processing Fees, or the right of Developer to seek the refund
of any Development Impact Fees or Processing Fees required to be pard to City which are not
consistent with this Agreement, or prohibit either Party from seeking reimbursement for any
legal fees or amounts required to be paid pursuant to any indemnity provision of this Agreement
or affect the rights or remedies of Developer for breach by City of its obligations set forth in
Section 5
72 Specific Performance The Parties acknowledge that money damages and
remedies at law generally are inadequate and specific performance and other non-monetary relief
are particularly appropriate remedies for the enforcement of this Agreement and should be
available to all Parties for the following reasons
(a) Money damages are generally unavailable as provided in Section
7 1 above
(b) Due to the size, nature and scope of the Project, it may not be
practical or possible to restore the Property to its natural condition once implementation of this
Agreement has begun After such implementation, Owner may be foreclosed from other choices
it may have had to utilize the Property or portions thereof Owner has invested significant time
and resources and performed extensive planning and processing of the Project in agreeing to the
terms of this Agreement and will be investing even more significant time and resources in
miplernentmg the Project in reliance upon the terms of this Agreement, and it is not possible to
determine the sum of money which would adequately compensate Owner for such efforts
7 3 Release Except for non-damage remedies, including the remedy of specific
performance and judicial review as provided for in Section 7 2 and except as provided in Section
7 1, each Party, for itself its successors and assignees, hereby releases the other Party, its elected
officials, officers, agents and employees from any and all claims. demands, actions, or suits of
anv kind or nature arising out of any liability, known or unknown, present or future, including,
but not limited to, any claim or liability, based or asserted, pursuant to Article I Section 19 of the
California Constitution, the Fifth Amendment of the United States Constitution, or any other law
or ordinance which seeks to impose any other liability or damage, whatsoever upon the other
Party because it entered into this Agreement or because of the terms of this Agreement
18
74 Termination of Agreement for Default of Owner Subject to the provisions
contained in Section 7 2 herein, City may terminate this Agreement for any failure of Owner to
perform any material duty or obligation of Owner under this Agreement, or to comply in good
faith with the terms of this Agreement (hereinafter referred to as "default"), provided, however,
City may terminate this Agreement pursuant to this Section only after providing written notice to
Owner of default setting forth the nature of the default and the actions, it any, required by Owner
to cure such default and, where the default can be cured, Owner has failed to take such actions
and cure such default within sixty(60) days after the effective date of such notice or, in the event
that such default cannot be cured within such sixty (60) day period but can be cured within a
longer time, has failed to commence the actions necessary to cure such default within such (60)
day period and to diligently proceed to complete such actions and cure such default
75 Termination of Aareement for Default of City Owner may terminate this
Agreement in the event of a default by City in the performance of a material term of this
Agreement but only after providing written notice to City of default setting forth the nature of the
default and the actions, if any,required by City to cure such default and where the default can be
cured, City has failed to take such actions and cure such default within sixty (60) days after the
effective date of such notice or, in the event that such default cannot be cured within such sixty
(60) day period but can be cured within a longer time, has failed to commence the actions
necessary to sure such default within such sixty (60) day period and to diligently proceed to
complete such actions and cure such default
8 THIRD PARTY LITIGATION
8 1 General Plan Litigation City has determined that this Agreement is consistent
with its General Plan, as such General Plan exists as of the Effective Date ("General Plan"), and
that the General Plan meets all requirements of law Owner has reviewed the General Plan and
concurs with City's determination City shall have no liability in damages under this Agreement
for any failure of City to perform under this Agreement or the inability of Owner to develop the
Property as contemplated by the Development Plan as the result of a judicial determination that
on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are in-,alid
or inadequate or not in compliance with law
82 Third Partv Litigation Concerning Agreement Owner shall defend, at its
expense, including attorneys' fees, indemnify, and hold harmless City, its elected officials,
officers and employees from any claim, action or proceeding against City, its agents, officers, or
employees to attack, set aside, void, or annul the approval of this Agreement or the approval of
any permit granted pursuant to this Agreement City shall promptly notify Owner of any such
claim, action or proceeding, and City shall cooperate in the defense If City fails to promptly
notify Owner of any such claim, action or proceeding, or if City fails to cooperate in the defense,
Owner shall not thereafter be responsible to defend indemnify, or hold harmless City City may
in its discretion participate in the defense of any such claim, action or proceeding
83 Indemnity In addition to the provisions of Section 8 2 above, Owner shall
indemnify and hold City and its elected officials. officers agents, employees and independent
contractors free and harmless from any Iiability whatsoever, based or asserted upon any act or
omission of Owner, its officers. agents, employees, subcontractors and independent contractors,
19
for property damage, bodily injury or death (Owner's employees included), including, but not
limited to, the study, design, engineering, construction, completion and failure of the Project,
save and except claims for damages arising through the negligence or willful misconduct of City
Owner shall defend, at its expense, including attorneys' fees, City, its elected officials, officers,
agents, employees and independent contractors in any legal action based upon such alleged acts
or omissions City may in its discretion participate in the defense of any such legal action
84 Environment Assurances Owner shall indemnity and hold City, its elected
officials, officers, agents, and employees free and harmless from any liability, based or asserted,
upon any act or omission of Owner, its officers, agents, employees, subcontractors, successors,
assigns and independent contractors which give nse to any violation of any federal, state or local
law, ordinance or regulation relating to industrial hygiene or to environmental conditions on,
under or about the Property, including, but not limited to, soil and groundwater conditions, and
Owner shall defend, at its expense, including attorneys' fees, City, its elected officials, officers,
agents and employees in any action based or asserted upon any such alleged act or omission
City may in its discretion participate in the defense of any such action
8 5 Reservation of Rm)hts With respect to Sections 8 2, 8 3 and 8 4 herein, City
reserves the right to either (1) approve the attorney(s) which Owner selects, hires or otherwise
engages to defend City hereunder, which approval shall not be unreasonably withheld, or (2)
conduct its own defense, provided, however, that Owner shall reimburse City forthwith for any
and all reasonable expenses incurred for such defense, including attorneys' fees (including fees
for in-house counsel), upon billing and accounting therefor
8 6 Survival The provisions of this Sections 8 1 through 8 6, inclusive, shall survive
any termination or expiration of this Agreement
9 MORTGAGEE PROTECTION
This Agreement shall not prevent or limit Owner, in any manner, at Owner's sole
discretion, from encumbering the Property or any portion thereof or any improvement thereon by
any mortgage, deed of trust or other security device securing financing with respect to the
Property City acknowledges that the lenders providing such financing may require certain
Agreement interpretations and modifications and agrees upon written request from Owner, from
time to time, to meet with Owner and representatives of such lenders to negotiate in good faith
any such request for interpretation or modification City will not unreasonably withhold its
consent to any such requested interpretation or modification provided such interpretation or
modification is consistent with the intent and purposes of this Agreement Any Mortgagee of the
Property shall be entitled to the following rights and privileges
(a) Neither entenng into this Agreement nor a breach of this
Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the
Property made in good faith and for value, unless otherwise required by lawn
(b) The Mortgagee of any mortgage or deed of trust encumbering the
Property, or any part thereof, w=hich Mortgagee, has submitted a request in writing to the City in
the manner Specified herein for giving notices, shall be entitled to ieceive written notification
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from City of any default by Owner in the performance of Owner's obligations under this
Agreement
(c) If City timely receives a request from a Mortgagee requesting a
copy of any notice of default given to Owner under the terms of this Agreement, City shall
provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of
default to Owner The Mortgagee shall have the right, but not the obligation, to cure the default
during the remaining cure period allowed such party under this Agreement, except that as to a
default requiring title or possession of the Property or any portion thereof to effectuate a cure, if
the Mortgagee commences foreclosure proceedings to acquire title to the Property or applicable
portion thereof within ninety(90) days after receipt from City of the written notice of default, the
mortgagee shall be entitled to cure such default after obtaining title or possession provided that
such Mortgagee does so promptly and diligently after obtaining title or possession
(d) Any Mortgagee who comes into possession of the Property, or any
part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such
foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement
Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have
an obligation or duty under this Agreement to perform any of Owner's obligations or other
affirmative covenants of Owner hereunder, or to guarantee Such performance, provided,
however, that to the extent that any covenant to be performed by Owner is a condition precedent
to the performance of a covenant by City, the performance thea eof shall continue to be a
condition precedent to City's performance hei eunder, and further provided that any sale, transfer
or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2 4 of
this Agreement
10 MISCELLANEOUS PROVISIONS
10 1 Recordation of Ap-reement This Agreement and any amendment or cancellation
thereof shall be recorded with the San Bernardino County Recorder by the City Clerk within ten
(10) days after City executes this Agreement, as required by Section 65868 5 of the Government
Code If the Parties or their successors in interest amend or cancel this Agreement as provided
for herein and in Government Code Section 65868, or if City terminates this Agreement as
provided for herein and in Government Code Section 65865 1 for failure of Owner to comply in
good faith with the terms or conditions of this Agreement, the City Clerk shall have notice of
such action recorded with the San Bernardino County Recorder
102 Entire Atreement. This Agreement sets forth and contains the entire
understanding and agreement of the Parties as to the matters contained herein, and there are no
oral or written representations, understandings or ancillary covenants, undertakings or
agreements which are not contained or expressly referred to herein No testimony or evidence of
any such representations, understandings or covenants shall be admissible in any proceeding of
any kind or nature to interpret or determine the terms or conditions of this Agreement
10 ; Severability If any term, provision, covenant or condition of this Agreement
shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be
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affected thereby to the extent such remaining provisions are not rendered impractical to perform
taking into consideration the purposes of this Agreement
104 Interpretation and Governme Law This Agreement and any dispute ansing
hereunder shall be governed by and interpreted in accordance with the laws of the State of
California This Agreement shall be construed as a whole according to its fair language and
common meaning to achieve the objectives and purposes of the Parties, and the rule of
construction to the effect that ambiguities are to be resolved against the drafting Party shall not
be employed in interpreting this Agreement, all Parties having been represented by counsel in the
negotiation and preparation hereof
105 Section Headings All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement
106 Simzular and Plural As used herein, the singular of any word includes the plural
107 Joint and Several Obligations Subject to section 2 4, if at any time during the
term of this Agreement the Property is owned, in whole or in part, by more than one Owner, all
obligations of such Owners under this Agreement shall be joint and several, and the default of
any such Owner shall be the default of all such Owners Notwithstanding the foregoing, no
Owner of a single lot which has been finally subdivided and sold to such Owner as a member of
the general public or otherwise as an ultimate user shall have any obligation under this
Agreement except as provided under Section 4 hereof
108 Time of Essence Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element
109 Waiver Failure b_y 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 Party's right to insist and
demand strict compliance by the other Party with the terms of this Agreement thereafter
10 10 No Third Partv Beneficiaries This Agreement is made and entered into for the
sole protection and benefit of the Parties and their successors and assigns No other person shall
have any right of action based upon any provision of this Agreement
10 11 Force Maieure. Neither Party shall be deemed to be in default where failure or
delay in performance of any of its obligations under this Agreement is caused by floods,
earthquakes, other Acts of God, fires, wars, hots or similar hostilities, strikes and other labor
difficulties beyond the Party's control (including the Party's employment force), government
regulations, court actions (such as restraining orders or injunctions), or other causes beyond the
Party's control If any such events shall occur, the Term of this Agreement and the time for
performance by either Party of any of its obligations hereunder shall be extended for the period
of time that such events prevented such performance Notwithstanding any other provisions of
this Agreement to the contrary, Owner retains the right to terminate this Agreement upon thirty
(a0) days written notice to the City in the event that Owner reasonably determines that continued
development of the Project has become economically infeasible due to changed market
conditions, increased development costs, or burdens imposed, consistent with this Agreement, by
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46396,7 001610,t oOfu ,;2S-1008 1:�6 I'M
the City or other governmental entity as conditions to subsequent project approvals In the event
Owner exercises this right, it shall nonetheless be responsible for mitigation of impacts to City
resulting from development that may have occurred on the Property prior to the notice of
termination, on a fair share or nexus basis, and within the thirty (30) day notice period City and
the Owner shall meet to identify any such mitigation obligation that may remain to be satisfied
If the Parties are in disagreement at the end of the (30) day notice period, the Agreement shall be
terminated as to all matters except for the remaining mitigation obligation in dispute.
10 12 Mutual Covenants The covenants contained herein are mutual covenants and
also constitute conditions to the concurrent or subsequent performance by the Party benefited
thereby of the covenants to be performed hereunder by such benefited Party
10 13 Successors in Interest The burdens of this Agreement shall be binding upon, and
the benefits of this Agreement shall inure to, all successors in interest to the Parties to this
Agreement All provisions of this Agreement shall be enforceable as equitable servitudes and
constitute covenants running with the land Each covenant to do or refrain from doing some act
hereunder with regard to development of the Property (a) is for the benefit of and is a burden
upon every portion of the Property, (b) runs with the Property and each portion thereof, and, (c)
is binding upon each Party and each successor in interest during ownership of the Property or
any portion thereof
10 14 Counterparts This Agreement may be executed by the Parties in counterparts,
which counterparts shall be construed together and have the same effect as if all of the Parties
had executed the same instrument
10 15 Jurisdiction and Venue Any action at law or in equity ansing under this
Agreement or brought by a Party for the purpose of enforcing, construing or determining the
validity of any provision of this Agreement shall be filed and tried in the Superior Court of the
County of San Bernardino, State of California, and the Parties hereto waive all provisions of law
providing for the filing, removal or change of venue to any other court
10 16 Protect as a Private Undertaking It is specifically understood and agreed by and
between the Parties that the development of the Project is a private development, that neither
Party is acting as the agent of the other in any respect hereunder, and that each Party is an
independent contracting entity with respect to the terms, covenants and conditions contained in
this Agreement No partnership,Joint venture or other association of any kind is formed by this
Agreement The only relationship between City and Owner is that of a government entity
regulating the development of private property and the owner of such property
10 17 Further Actions and Instruments Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the
performance of all obligations under this Agreement and the satisfaction of the conditions of this
Agreement Upon the request of either Party at any time, the other Party shall promptly execute,
with acknowledgment or affidavit if reasonably required, and file or record such required
instruments and writings and take any actions as may be reasonably necessary under the terms of
this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to
evidence or consummate the transactions contemplated by this Agi cement
23
40903 7 001661,0006 1 2S 200A A S6 1AA
10 15 Eminent Domain No provision of this Agreement shall be construed to limit or
restrict the exercise by City or City's Redevelopment Agency of its power of eminent domain
10 19 Auent for Service of Process In the event Owner is not a resident of the State of
California or it is an association, partnership or point venture without a member, partner or point
venturer resident of the State of California, or it is a foreign corporation, then in any such event
Owner shall file with City's Community Development Director, upon Owner's execution of this
Agreement, a designation of a natural person residing in the State of California, giving his or her
name, residence and business addresses, as its agent for the purpose of service of process in any
court action arising out of or based upon this Agreement, and the delivery to such agent of a
copy of any process in any such action shall constitute valid service upon Owner If for any
reason service of such process upon Such agent is not feasible, then in such event Owner may be
personally served with such process out of this County and such service shall constitute valid
service upon Owner Owner is amenable to the process so served, submits to the jurisdiction of
the Court so obtained and waives any and all objections and protests thereto Owner for itself,
assigns and successors hereby waives the provisions of the Hague Convention (Convention on
the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20
U S T 361 T I A S No 6635)
10 20 EstooDel Certificate Within thirty (30) business days following a written request
by either Party, the other Party shall execute and deliver to the requesting Party a statement
certifying that (i) either this Agreement is unmodified and in full force and effect or there have
been specified (date and nature) modifications to the Agreement, but it remains in full force and
effect as modified, and (ii) either there are no known current uncured defaults under this
Agreement or that the responding Party alleges that specified (date and nature) defaults exist
The failure to timely deliver this statement shall constitute a conclusive presumption that this
Agreement is in full force and effect without modification except as may be represented by the
requesting Party and that there are no uncured defaults in the performance of the requesting
Party, except as may be represented by the requesting Party Owner shall pay to City all costs
incurred by City in connection with the issuance of estoppel certificates under this Section 10 20
prior to City's issuance of such certificates
10 21 Authority to Execute The person executing this Agreement on behalf of Owner
warrants and represents that he has the authority to execute this Agreement on behalf of Owner
and warrants and represents that he has the authority to bind Owner to the performance of its
obligations hereunder
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year
set forth below
2-1
40903 7 001661 Grin){ 1-18 2000 1 56 I'M
REDLANDS LAND HOLDING L L C , a CITY OF REDLANDS, a California municipal
Delaware limited liability company corporation
By By
onaid L. Gern on Harrison, Ma or
Y
Ior A-0 PreSident
Dated (A. alb; � OA Dated Mao '5? 9 c�ccv
ATTEST
By --
I t'rrie Poyz °E,C�N Clerk
75
463,961'' 001663 0006 3;'?i WIS I'M
STATE OF ILI INOIS
ss
COUNTY OF COOK )
On this 9day of M4 2008, before me, a Notary Public, in and for the State
and County aforesaid, personally appeared FMA I vx , who is known to
me to be the Senior Vice President of Redlands Land Holding L L C , a Delaware limited
liability company, and acknowledged that as such officer, being authorized so to do, he executed
the foregoing instrument on behalf of said company, by subscribing the name of said company
himself as such officer as his free and voluntary act, and as the free and voluntary act of said
company, for the uses and purposes therein set forth
IN WITNESS WHEREOF, Lhereunto set my hand and official seal
f ,
Notary Public
(Notarial Seal)
AI L-PURPOSE ACKNONN LEDGI EN1
S I A I E OF CALIFORNIA )
C OUN'l Y OF SAN BLRNARDINO ) SS
C ITY OF REDLANDS )
By the authority granted under C.hapter 4. Article 3, Section 1 181, of the California Civil Code, and C haptcr I
Division 3, Section 40814, of the California Government Code, on May 29, 2008, before me, I eresa Ballingm
Assistant City Clerk, on behalf of Lorrie Povzei, City Clerk of the City of RCdlands, California, personally
appeared ion Harrison, Mayor and Lorne Poyzer, City C Itxk who pro,,ed to me on the basis of satistac,t()ry
evidence to be the person(s) whose name(s) t4arL subscribed to the within instrument and acknowledged to me
that h&she they cxecutcd the same in his/ their authorized capacity(ies) and that by his/hen the it signaturc(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument
I certify under PFNAL FY OF PFRJtJRY under the laws of the State of California that the foregoing paragraph is
true and correct
��3��s� �tttrr,ti WFI NI SS my hand and official seal
LORRIL POYZER, CI7 Y CLERK
0 a
8�� r2T�cQ;=BP
Bv
I eresa Ballmbci, Assistant C Ity Clem
(909)798-7531
----------------------------------------------------------------------
CAP-NCI FY Ct AIMED BY SIGNER(S)
{ } Individual(s) signing for oneself/themselves
{ } Corporate Officer(s)
1 rtic(s)
C.ompanv
{ } Partner(s)
Partnership
{ } Attorney-In-Fact
Principal(s)
{ } Trustee(s)
Frust
{ x } Other
'Iitle(s) Mayoi and City Clerk
Entity Represented City of Redlands, a municipal Lorporation
TI IIS Cl:R fIPICA1 IJ MUS r BE A'I"TAC14FD"1"O `I"1-Il DOCUMF N I DES(RIBFD BELOW
I itle or Fvpe of Document. Development Agreement
[date of Document zkprd 15, 2008
Signer(s) Other I`han Named Above Redlands L and Holding, t I C, by Ronald I. Gern, Senior Vice
President
a
EXHIBIT "A"
LEGAL DESCRIPTION
PER FIRST AMERICAN TITLE INSURANCE COMPANY COMMITMENT
NO NCS-277486RN DATED JANUARY 23 2007 PARCEL D
THAT PORTION OF THE EAST 1/2 OF THE EAST 1/2 OF THE NORTH
THE LAND REFERRED TO IN THIS COMMITMENT IS SITUATED IN % OF LOT 27 BLOCK 77 RANCHO SAN BERNARDINO IN THE CITY
THE CITY OF REDLANDS COUNTY OF SAN BERNARDINO STATE OF REDLANDS COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS AS PER PLAT RECORDED IN BOOK 7 OF MAPS PAGE 2, RECORDS
PARCELA. OF SAID COUNTY LYING SOUTH OF THE STATE HIGHWAY, AS
CONVEYED TO THE STATE F CALIFORNIA BY DEED RECORDED
LOTS 35, 36 37 AND THE SOUTH 40 FEET OF LOT 38 DECEMBER 11, 1961 IN BOOK 5607 PAGE 40 OFFICIAL RECORDS
RTERRACE TRACT NO 2083 IN THE CITY F
REDLANDS COUNTY
EXCEPT THEREFROM ANY PORTION EMBRACED WITHIN THE LINES OF
CAUIFORNIA, AS PER OMAP RECORDED F SAN D N BOOK 30P ACE 26
BLOCK "F", F FAIRBANKS AND WILSONS' SUBDIVISION AS PER PLAT
OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID RECORDED IN BOOK 4 OF MApg PAGE 47, RECORDS F SAID
COUNTY. COUNTY
PARCEL B' ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY
THE SOUTHERLY 731 FEET OF THE WEST 154 OF THATOF REDLANDS BY DEED RECORDED FEBRUARY 28 1905, IN BOOK
PORTION OF THE WEST % OF THE EAST % OF THE NORTH 358 PACE 211 OF DEEDS RECORDS F SAID COUNTY
OF LOT 27, BLOCK 77 RANCHO SAN BERNARDINO, LYING ALSO EXCEPTING THAT PORTION CONVEYED TO THE CITY OF
NORTH OF THE NORTH UNE OF STUART AVENUE AS CONVEYED REDLANDS RECORDED AUGUST 7, 1972 IN BOOK 7993
TO THE CITY PAGE 631
F REDLANDS N AS PER DEEP RECORDED JANUARY OFFICIAL RECORDS AND RECORDED JANUARY 5 1973 iN BOOK
5 AS INSTRUMENT NO 33 IN BOOK 358 PAGE 91 OF 8094 PAGE 1073 OFFICIAL RECORDS
DEEEDSEDS IN THE CITY OF REDLANDS AS PER PLAT RECORDED IN
BOOK 7 OF MAPS PAGE 2 RECORDS F SAID COUNTY ALSO EXCEPTING ANY PORTION WITHIN STUART AVENUE 50 FEET
EXCEPT THAT PORTION CONVEYED TO THE STATE OF WIDE
CALIFORNIA BY DEED RECORDED APRIL ii 1960 IN BOOK ALSO EXCEPTING THEREFROM THAT PORTION CONDEMNED TO THE
5107 PAGE 262 OFFICIAL RECORDS STATE OF CALIFORNIA FOR HIGHWAY PURPOSES B FINAL ORDER OF
CONDEMNATION A CERTIFIED COPY OF WHICH RECORDED JUNE 27,
ALSO EXCEPTING THEREFROM THAT PORTION CONDEMNED TO
THE STATE F CALIFORNIA FOR HIGHWAY PURPOSES BY FINAL 1991 AS INSTRUMENT NO 91-242078 OFFICIAL RECORDS
ORDER OF CONDEMNATION A CERTIFIED COPY OF WHICH
RECORDED JUNE 27,1991 AS INSTRUMENT NO 91-242077 PARCEL E
OFFICIAL RECORDS LATS 39 AND 40 TRACT NO 2083 IN THE CITY OF REDLANDSCOUNTY .
PARCEL C
R 0 DEDFIN BOOKSANR330�PAGE 26 OFOMAPS IINRTHE, AS FICEROFU HE
THAT PORTION OF THE WEST 1/2 OF THE EAST 1/2 OF THE COUNTY RECORDER OF SAID COUNTY
NORTH w'A OF LOT 27, BLOCK 77, RANCHO SAN BERNARDINO, PARCEL F
AS PER PLAT RECORDED IN BOOK 7 F MAPS PAGE 2 LOT 41 AND THAT PORTION OF LOT 42 OF ROGERS TERRACE TRACT
RECORDS OF SAID COUNTY LYING NORTHERLY OF THE NORTH 2083 AS SHOWN ON MAP RECORDED IN BOOK 30 OF MAPS PAGE
LREDLANDS INE OF STUART AVENUE AS COJANUARY 27NVEYED TO THE CITY OF 26 RECORDS OF SAD COUNTY MORE PARTICULARLY DESCRIBED AS
NSTRUMENT�NO E33 IN RECORDED
PAGE 911905 AS FOLLOWS
OF DEED AND
LOF THE STATE YING SOUTHERLY OF THE SOUTHERLY UNE OF THAT PORTION BEGINNING AT THE SOUTHEASTERLY CORNER OF SAID LOT 42
CALIFORNIA. BY HIGHWAY
FINAL ORDER OF CONDEMNATION TATE OF RECO DED
THENCE NORTH 35 14 48'
WEST 33 20 FEET THENCE NORTH
JULY D 1961 IN BOOK 5488 RAGE 130 OF OFFICIAL 84 56 45 WEST i 1 1 49 FEET TO A POINT IN THE WESTERLY LINE OF
RECORDS SAID LOT DISTANT ALONG SAID WESTERLY UNE NORTH 0'20'47
WEST 37 84 FEET FROM THE SOUTHWESTERLY CORNER OF SAID LOT,
EXCEPTING THEREFROM THE WESTERLY 154 FEET
THENCE ALONG SAID WESTERLY LINE SOUTH 0'20 47" EAST 37 84
FEET TO SAID SOUTHWESTERLY CORNER THE2ICE ALONG ,HE
ALSO EXCEPTING THEREFROM ,THAT PORTION CONDEMNED TO SOUTHERLY UNE OF SAID LOT NORTH 89.36'13" EAST TO THE POINT
THE STATE F CALIFORNIA FOR HIGHWAY PURPOSES BY FINAL OF BEGINNING
ORDER F CONDEMNATION A CERTIFIED COPY OF WHICH
RECORDED JUNE 27,7991 AS INSTRUMENT NO 91-242077, EXCEPTING THEREFROM ALL MINERALS OILS, GASES AND OTHER
OFFICIAL RECORDS HYDROCARBONS By WHATSOEVER NAME KNOWN THAT MAY BE WITHIN
OR UNDER THE PARCEL F LAND HEREIN ABOVE DESCRIBED
WITHOUT HOWEVER THE RIGHT TO DRILL, DIG OR MINE THROUGH
THE SURFACE THEREOF AS EXCEPTED IN THE DEED FROM THE
STATE OF CALIFORNIA RECORDED FEBRUARY 6, 1963 IN BOOK 8847
PAGE 922 OFFICIAL RECORDS
PARCEL, Q.
THE EAST 45 FEET F THAT PORTION F THE WEST % F THE EAST
% F THE NORTH % AND THE WEST M OF THE NORTHEAST K OF
THE SOUTH % OF THE LOT 27 BLOCK 77 RANCHO SAN
BERNARDINO IN THE CITY F REDLANDS COUNTY F SAN
BERNARDINO, STATE OF CALIFORNIA AS PER PLAT RECORDED IN
BOOK 7 OF MAPS IN THE OFFICE OF THE RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS,
BEGINNING 15 FEET SOUTH F THE NORTHWEST CORNER OF LOT 10
IN BLOCK F" OF FAIRBANKS AND WILSON SUBDIVISION IN 4
PAGE 47 F MAPS THENCE WEST 115 FEET, THENCE SOUTH 161 8
FEET MORE OR LESS, TO THE NORTH UNE OF THE RIGHT OF WAY
OF THE CALIFORNIA CENTRAL RAILWAY THENCE EAST 115 FEET
THENCE NORTH 161 8 FEET, MORE OR LESS
BEGINNING 70 THE POINT OF
d ASSOCIATES INC
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TEL (714)
EXHIBIT "B"
1 �
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VILL F13RNT PAR= c"
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net sa�r�R't Y � � �— --1-.•�
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SCALE 1"=150`
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1 ,
7ilm d ASSOCIATES INC.
701 P,tAa6ENM =W. SWM ANK QWMM l mob
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EXHIBIT "C"
Existing Development Approvals
1 General Plan Amendment No 2007-2-C (City of Redlands Resolution No 6620)
2 General Plan Amendment No. 2007-2-D (City of Redlands Resolution No 6620)
3 Specific Plan No 45, amendment Nos 12, 13, 14 (City of Redlands Ordinance No 267 1)
4 Street Vacation No 141 (City of Redlands Resolution No 6628)
5 Conditional Use Permit No 905
6 Minor Subdivision No 312
7 Commission Sign Review No 319
1
463963 7 t)()I r()3 U{>tl6 i 2h 2-00 3 Sb P1i
EXHIBIT B I "
�N T '�p
" _
1-10OFRWp I
is
line �wr Amm V; '3
,,,,1 ::."� PHASE ''
i � nu �o•a1r "^"� v' � !��a..
i SCALE 1"=150'
� 1
a41 at ' It
I
PHASE 2
4- a
K�aw�s�s+•sezo� > i ASSOCIATES INC m
��•a\ornw\e e+roa�o.�.,,,,� \srse2a..ep 701 PAAq p� p�ME SWU A1W MFM"1127Ci6 _
TEL (71 4) ySp 4200
�f
EXHIBIT "E"
�s
V
For each of the following improvement requirements, including the required `.R
Improvements ' the applicable and excerpted conditions of approval by the Ci e gional
19, 2007, are lasted followed by the applicable estimated quantities City Council, June
The quantities shown are subject to change based on approved improvementp lans and
their revisions for contingent items
The time allowed for construction of each of theRegional Improvements shall not
until the owner has submitted and secured a began
applicable bidding and award procedures are completed under the applicpu ble improvement plans until
until licenses and permits necessaryblit Works Contract Code
for the mutual dependence and sequencing of each impro ruction, cbe
on the
and subject to allowing
he others
The requirements for the Project for offsite physical improvements and or re
improvements, and their correlative estimated quantities, are prescribed in this
.f regional
construction of the portion of the Project south of Stuart Avenue is separated from
construction north of Stuart Avenue, or is a subsequent phase Exhibit If
are required for the north half of Stuart Avenue,for 10' south o f the
P for construction, improvements
fullinstallation of a traffic signal system at the intersection of Stuart Avenue and Eureka Street,ine on Stuart anAvenue,
improvements to the intersection All improvements and phasing of improvements Street, and
accordance with approved engineering improvement plans p nts shall be in
DRAINAGE IMPROVEMENT REQUIREMENTS
"B• The following items are required prior to RECORDATION TRACT'/PARCEL MAP. N OF
1 ..
10 Provide adequate drainage facilities, including but not limited to insta
adequately sized reinforced concrete storm drain along Stuart Avenue, EurekatStre t an
' et and
t
Engineer The applicant shall provide and submit all necessarhydrology/hydraulic
studies and calculations in accordance with the San Bernardi Y he City
Manual to adequately size the storm drain facility The reinforced concr
fo
Texas Street in accordance with the master storm drain pian, or as required b
no y County Hydrology
Stuart Avenue shall extend out to the eastside of Eureka Streetete storm drain on
463963 7 001663 0006 ;128,2008i 1
56 PM
�4
y
Table E-1 Dr
ama e
g Construction Estimate
Pearl Avenue
Item
Description No Item De � Estimated Unit
*1 54" RCP Quantity
*2 Transition Structure 237 i LF
*3 24" RCP 1 +` Ea
*4 Pavement Rehabilitation 25 I LF
3,555 SF �
Eureka Street
Item Item Description
No. I Estimated Unit
*1 [ 54" RCP Quantity
* I
I 2 118 Elli tica 60
Elliptical RCP 7 � LF I
*3 124" RCP 481
LF �
*4 I Manhole I 12 LF
*5 [ Catch Basin 1 Ea
*6 I Remove Existing Catch Basin 1 f Ea
*7 I Pavement Rehabilitation 1 I Ea
E j �
Stuart Avenue 4,820 SF
Item Item Description
No. Estimated Unit
*1 ( 72" RCP Quantity
2 166 RCP 784 t LF
*3 154" RCP l 643 LF
*4 124" RCP 16 j LF
f *5 I Pavement Rehabilitation 668 [ LF
*6 Remove and Replace AC Dike 22,850 j SF
*7 Manholes 1,425 j LF
82 1
( Minor Transition Structures I Ea
*9 I Mayor Transition Structures 3 Ea
*10 I Relocate Existing Power Pole 1 f Ea
I �
Texas Street 9 Ea
Item Item Description
No. Estimated Unit
*1 72" RCP I Quantity I I
2 I42 RCP 776 j LF
*3 124" RCP 9 I LF
*4 118" RCP t 55 j LF
*5 ( 12" RCP 10 LF
*6
� 10'x 12' RCB 40 j LF
I Pavement Rehabilitation 321 LF
12,140 j SF
463963 7 001663 0006 3/28/20083 56 PM 2
S I;
*g I
Remove Existing Storm Drain
s *9 Remove Existing Manhole I 550 Ea
I
*10 Manholes I 3 j Ea
*11 Junction Structures I 3 I Ea
I
*12 Open Cut Trench Across Tracks 6 i Ea
*13 Drop Inlets 80 I LF I
I
*14 Catch Basins I Ea
*15 Relocate Existing Power Pole 2 Ea
*16 I Remove and Replace CurbI I Ea
and Gutter
*17 ! Zama20
Channel Headwall I LF I
I
*18 1 Remove and Replace Traffic Signal Loop
I Ea
2 Ea
* All of the listed improvements will be designed and constructed by City as part
of its master-planned storm drainage program
SEWER IMPROVEMENT REQUIREMENTS
"SEWER SECTION"
THE DEVELOPER SHALL-
Install 8 inch diameter Sewer Main in Stuart Avenue across the frontage of thero ert
as approved by the Municipal Utilities Director p p y'
))
Table E-2 Sewer Construction Estimate
Stuart Avenue
Item Item Description
No Estimated Unit
I1 8" Sewer Quantity
I2 Pavement Rehabilitation (In street construction est ) I N A 840 LF
3 Manholes SF I
4 Remove Existing Sewer I 3 t Ea
II 5 Trac Control 840 I LF
I I I LS
463963 7 001663 0006 3/28/2o08 3 56 PM 3
}
4
a`S
WATER IMPROVEMENT REQUIREMENTS
WATER SECTION
THE DEVELOPER SHALL:
1,
4 Abandon existing 2 inch water main in the alley, parallel to, and approximately 200 feet
west of, Eureka Street, as required by the Municipal Utilities Department
5 Install separate building and non-building master meters on the north side an
side of Stuart Avenue, as required by the Municipal Utilities Department d the south
6 Install separate services for building and non-building water use as required by the
Municipal Utilities Department
7 Install commercial fire hydrants as required by the Redlands Fire Department
8 Install reduced pressure principle backflow devices on all wt
by
the Municipal Utilities Department and double detector check valvbackflow dev cer seces as approves on
any separate fire service for fire sprinklers or fire hydrants
Table E-3 "Water Construction Estimate
Stuart Avenue
Item Item Description
No ; Estimated
Unit
*1 i 12"PVC Pipe Quantity i
*2 Pavement Rehabilitation 1,520 LE
*3 1 Fire Hydrants 12,160 SF
*4 [ Gate Valves 2 �� Ea
i *5Traffic Control 2 : Ea
6 Abandon 2" Steel Pipe and Service in alley 1 LS
7 Fire Service Connection 1 LS
8 Water Service Connection 4 Ea
9 Off-Site Commercial Fire Hydrants 4 Ea
5 Ea
1
*These improvements have been completed by City as part of a master-planned water
project
STREET AND TRAFFIC IMPROVEMENT REQUIREMENTS �
463963 7 CIO 1663 0006 1/28,2008 +56 Psi 4
rv�7
"B• The
following g rte ms are requiredrior
MAP P to RECORDATION OF TRACT/PARCEL
1. .
8 Requirements for Eureka Street
a Dedicate to provide for a 40 foot half street right-of-way width including 28 foot
radii at property line return
b Repair/replace altered, broken or substandard existing off-site improvements t
the project boundary o
c Construct standard sidewalk along the entire street frontage and ramps at all curb
returns
d Lengthen the southbound and northbound left turn lanes at Stuart Avenue based
on approved traffic volumes Relocate existing street lightings as required to
accommodate the left turn lane length Prepare and submit a separate street light
plan for City Approval
e Construct underwalk drain, if necessary
f Use traffic index of 9 0
9 Requirements for Stuart Avenue
a Dedicate to provide for a 27 foot half street right-of-way width including 28 foot
radii at property line return from the westerly project boundary to the easterly
most driveway y
b Construct standard curb and gutter 20 feet on both sides of street centerline fro
the westerly project boundary to the easterly most driveway m
c Dedicate to provide for a 38 foot half street right-of-way width including 28 foot
radii at property line return from the most easterly driveway to the easterly project
boundary
d and including a standard right-of way transition from 27 feet to 38 feet
Construct standard curb and gutter 31 feet north side and 20 feet south side of
centerline from the most easterly driveway to the easterly project boundary
including a standard pavement transition from 20 feet to 31 feet
e Construct standard street section between new curbs consistent with the Crt
Standard verified through a geotechnical report. y
f Construct standard sidewalk along the entire north side street frontage and ram
at all curb returns ramps
g Install three 150 watt sodium vapor ornamental street lights Prepare and submit a
separate street lighting plan for City approval
h Construct standard pavement transition from the westerly property bound t
the west �y o
463963 7 001663.0006 3/28,2008 1 56 PM 5
1 Construct underwalk drain, if necessary
z 1 Use traffic index of 5 5
11 All irrigation lines that exist within any street right-of-way shall be replaced with C900
PVC or approved equivalent
12 Re-stripe Sixth Street between the Terrace and the I-10 eastbound on-ramp with a two-
way left turn lane
13 Design and install a traffic signal at the intersection of Eureka Street and Colton Avenue
14 Design and install a traffic signal at the intersection of the I-10 off-ramp and Pearl
Avenue
15 Design and install a traffic signal at the intersection of Eureka Street and Stuart Avenue
16 Design and install a traffic signal at the intersection of Sixth Street and the I-10 on-ramp
17 All off-site utilities shall be placed underground The undergrounding shall include power
poles located along the protect site's street frontage(s) and may include power poles
beyond the site's boundary as determined by Southern California Edison Those power
poles that are 66KV or greater will not be required to be undergrounded Any power
pole(s) that contain a street light may be required to install a standard street light, to
accordance with the Public Works Departments standards Plans shall be submitted that
detail the undergroundmg of all off-site utilities, subject to review and approval by the
Public Works Director
Table E-4 Street and Traffic Construction Estimate
Stuart Avenue
i Item Item Description
No Estimated Unit
1 Pavement Removal Quantity
! 2 8" Curb and Gutter 20,800 SF
1,600 LF
3 j 5" Asphalt Concrete Pavement over 12" Agg Base
4 1 4' Wide PCC Sidewalk 32,500 SF
5 Traffic Control 6,400 ; SF
� 6 F111 Existing Box Structure
800 LF
7 Signing and Striping 470 1 Cy
1 8 Relocate Existing Utilities 800 LF
Street Lights 1 LS
I 16 Ea
10 Underground Exist Overhead Utilities (except 66 1
kV and larger) LS
I
i
yr 396,` 001663 0006 3,28,,_2008 :56 PM
�4
M
t
z 6th Street and 1-10 East
*3 ' New Traffic Signal
E
1 LS
( I i
Eureka and Colton
*9 1 New Traffic Signal
r 1 C LS
Eureka and Pearl
*10 j New Traffic Signal I
1 j LS
Stuart and Eureka
*11 ( New Traffic Signal
I 1 � LS �
Aller West of Eureka
1 i Underground Exist Overhead Utilities (except 66 LS
1
! ; kV and larger) � �
Alonj the North Property Line
1 i Underground Exist Overhead Utilities (except 66
11 kV and larger) 1 j LS
*These improvements will be constructed by City
"COMMUNITY DEVELOPMENT DEPARTMENT CONDITIONS INVOLVING OFF-
SITE IMPROVEMENTS
1
52 The cut stone curbing along Stuart Avenue shall be saved after removal
c)
Stuart Avenue
Item Item Description
No. Estimated Unit
1 Cut Stone Curbing Quantity
1 li LS
i
j
46,1961 7 001663 0006 2,? 20 7
S' {tG� 3 z6 I"4t
Exhibit F CFD for Lan
_ dscape Maintenance
016915132
016915116
016915117
016915127
016914101 0169143120 016914122
— 016915120
016915121
li
t
I .
016927121
i #
Legend
PropertyType
Properties to be within the CFD
Public R O W
Public R O W areas subject to CFD for
landscaping includes CALTRANS R O"W
median in Eureka St (from Pearl to RRD) and
street trees along Stuart adn west side of
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EXHIBIT
'UNICIPAL UTILITIES & ENGINEERING
DEPARTMENT
Development Impact Fees
TRANSPORTATION FACILITIES FEE
$260 00 multiplied by Average
Traffic Generation Rate is based nly Traffic generated the data published m t the building(s) to be constructed. The
Institute of Traffic Engineers
he Trip Generation book Issued by the
FIRE FACILITIES FEE
Single Family Residential - $996 00 multiplied by number of dwelling units
Multi-family Residential - $700.00 multiplied by number of dwellingunits
Commercial Building - $0 50 multiplied by total building square foots e
Office Building - $0 72 multiplied by total building square footage g
Industrial Building- $0 24 multiplied by total building square footage
GENERAL GOA ERN�IENT FACILITIES FEE g
Single Family Residential - $2,644 00 multiplied by number of
dwelling units
Multi
-family Residential -$1,859 00 multiplied by number of dwellingunits
Commercial Building - $0 46 multiplied by total building square foot e
Office Building - $0 67 multiplied by total building square footage g
Industrial Building - $0 22 multiplied by total building square footage
LIBRARY FACILITIES FEE g
Single Family Residential - $764 00 multiplied by number of
dwelling units
Multi-family Residential -$538 00 multiplied by number of dwellingum
is
Commercial Building-$0 11 multiplied by total building square foo e
Office Building-$0 15 multiplied by total building square footage g
Industrial Building- $0 05 multiplied by total building square footage
OPEN SPACE/PARK FEE g
Single Family Residential - $4,482 00 multiplied by number of dwelIm
Multi-family Residential - $3,151 00 multiplied by number of dwelling g amts
Commercial Building- $0 62 multiplied by total building square foota units
Office Building- $0 49 multiplied by total building g
square footage ge
Industrial Building_ $0 29 multiplied by total building square footage
POLICE FACILITIES FEE
Single Family Residential - $1,406 00 multiplied by number of dwelling
Multi-family Residential - $1,270 00 multiplied by number of g units
Commercial Building - $0 31 multiplied by total building square footage
units
Office Building- $0 46 multiplied by total building square footage
ge
Industrial Building- $0 15 multiplied by total building square footage
g
1112
u?hY
STORM DRAIN FACILITIES FEE
Single Family Residential - $700 00 multiplied by number of dwelling units
Multi-family Residential - $343 00 multiplied by number of dwelling units
Commercial Building- $0.17 multiplied by total building square footage
Office Building - $0 17 multiplied by total building square footage
Industrial Building- $0 15 multiplied by total building square footage
Time of Payment Acceptance. All fees above are required to be paid as a condition of issuance
of a Building Permit. The Development Impact Fee rates are subject to revision on July first of
every year in accordance with the Title 3 of the Redlands Municipal Code
MUNICIPAL UTILITIES & ENGINEERING DEPARTMENT
WATER, WASTEWATER AND SOLID WASTE CHARGES
WATER CAPITAL IMPROVEMENT CHARGE
Non-Residential $220 00/100 cu ft est flow per
month
Time of Payment Acceptance. as a condition of approval of an Application for Water
Connection
WATER SOURCE ACOUISITION CHARGE
Non-Residential $33 70/100 cu ft est flow per month
Time of Payment Acceptance as a condition of Final Approval of the project
SEWER CAPITAL IMPROVEMENT CHARGE
Non-Residential $2,210/100 gpd est flow
Time of Payment Acceptance. a condition of issuance of a Building Permit
SOLID WASTE CAPITAL IMPROVEMENT CHARGE
Non-Residential Development $52/ppd estimated waste stream
Time of Payment Acceptance a condition of issuance of a Building Permit
FRONTAGE CHARGES
Non-Potable Water(6")
Water or Sewer ($ $23/front foot (each)
")
$30/front foot (each)
-::4.47
4
W ater(12")
S46/front foot
Time of Payment Acceptance as a condition of Final Approx al of the project
7
WATER METERS
'14 inch = $175
1 inch = $225
1',/a inch= $430
2 inch = $595
Time of Payment Acceptance-
a condition of approval of an Application for Water
Connection