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HomeMy WebLinkAboutContracts & Agreements_180-2022RECORDED AT REQUEST OF: Clerk, City Council City of Redlands WHEN RECORDED RETURN TO: City of Redlands 35 Cajon Street, Suite 200 Redlands, CA 92373 Attention: City Clerk o Electronically Recorded in Official Records San Bernardino County Office of the Assessor -Recorder -Clerk DOC# 2022-0313126 09/14/2022 Titles: 1 Pages: 49 08:53 AM SAN Fees $0.00 Taxes $0.00 T1585 CA SB2 Fee $0.00 Total $0.00 Exempt from Filing Fees, Government Code Section 6103 REDLANDS MALL REDEVELOPMENT INTO STATE STREET VILLAGE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS, a California municipal corporation and VPV STATE STREET VILLAGE, LLC, a Delaware limited liability company Dated as of June 27, 2022, for reference purposes 17942.00145\34822272.7 06/27/22 DOC #2022-0313126 Page 2 of 49 TABLE OF CONTENTS Page 1. Definitions and Exhibits 2 1.1 Definitions 2 1.2 Exhibits 6 2. General Provisions 6 2.1 Binding Effect of Agreement 6 2.2 Ownership of Property 6 2.3 Term 6 2.4 Sale or Assignment 7 2.5 Amendment or Cancellation of Agreement 9 2.6 Termination 9 2.7 Notices 10 3. Development of the Property 3.1 Rights to Develop 3.2 Effect of Agreement on Land Use Regulations; Development Exactions 3.3 Timing of Development 3.4 Development Phasing 3.5 Changes and Amendments 3.6 Reservations of Authority 3.7 Public Works 3.8 [Intentionally Deleted] 3.9 Regulation by Other Public Agencies 3.10 Tentative Subdivision Map Extension 3.11 Vesting Tentative Maps 3.12 Utilities 3.13 Covenants, Conditions and Restrictions 3.14 Specific CITY Actions 11 11 11 12 12 12 13 15 15 15 15 15 15 15 16 4. Public Benefits 16 4.1 Intent 16 4.2 Development Impact Fees 17 4.3 Prepayment 18 4.4 Dedication of On -Site Easements and Rights of Way 18 4.5 Timing of Construction of Off -Site Infrastructure 18 4.6 Credits 18 5. Financing of Public Improvements 18 18 5.1 Financing Districts 6. Review for Compliance 6.1 Periodic Review 6.2 Proceedings for Modification or Termination 6.3 Certificate of Agreement Compliance 19 19 19 20 7. DEFAULT AND REMEDIES 20 7.1 Remedies in General 20 GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/27/22 i DOC #2022-0313126 Page 3 of 49 7.2 Release 20 7.3 Termination or Modification of Agreement for Default of OWNER 21 7.4 Termination of Agreement for Default of CITY 21 8. LITIGATION 21 8.1 Third Party Litigation Concerning Agreement 21 8.2 Environmental Assurances 21 8.3 Reservation of Rights 22 8.4 Challenge to Existing Land Use Approvals 22 8.5 Survival 23 9. Mortgagee Protection 23 10. Miscellaneous Provisions 24 10.1 Recordation of Agreement 24 10.2 Entire Agreement 24 10.3 Severability 24 10.4 Interpretation and Governing Law 24 10.5 Section Headings 24 10.6 Singular and Plural 24 10.7 Attorneys' Fees 24 10.8 Estoppel Certificates 24 10.9 Time of Essence 25 10.10 Waiver 25 10.11 No Third Party Beneficiaries 25 10.12 Force Majeure 25 10.13 Mutual Covenants 25 10.14 Successors in Interest 26 10.15 Counterparts 26 10.16 Survival of Certain Rights and Obligations 26 10.17 Project as a Private Undertaking 26 10.18 Further Actions and Instruments 26 10.19 Eminent Domain 26 10.20 Agent for Service of Process 26 10.21 Authority to Execute 27 10.22 Joint and Several Obligations 27 10.23 Good Faith and Fair Dealing 27 EXHIBIT A - Legal Description of the Property EXHIBIT B - Map showing Property and its Location EXHIBIT C - Existing Development Approvals EXHIBIT D - Existing Land Use Regulations EXHIBIT E - Schedule of Impact Fees EXHIBIT F - Fee Credits GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/27/22 ii DOC #2022-0313126 Page 4 of 49 STATE STREET VILLAGE DEVELOPMENT AGREEMENT THIS STATE STREET VILLAGE DEVELOPMENT AGREEMENT ("Agreement") is entered into by the CITY OF REDLANDS, a California municipal corporation and general law city (hereinafter "CITY"), and VPV STATE STREET VILLAGE, LLC, a Delaware limited liability company (hereinafter "OWNER"). CITY and OWNER are sometimes referred to individually as "Party" and collectively as "Parties." This Agreement is dated JU.L"( I' , 2022 for reference purposes only; it will not become effective until the "Effective Date" (defined below). RECITALS A. 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, pursuant to Section 65864 et seq. of the Government Code. B. OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY. C. By electing to enter into this Agreement, CITY shall bind future City Councils of CITY by certain of the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY including the power of initiative. D. The terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable. E. The best interests of the citizens of the City of Redlands (the "CITY") and the public health, safety and welfare will be served by entering into this Agreement. F. All of the procedures of the California Environmental Quality Act have been met with respect to the Project and this Agreement. G. This Agreement and the Project are consistent with CITY'S Comprehensive General Plan, as amended, and the Transit Villages Specific Plan, as adopted, provided the Specific Plan is not more restrictive in terms of density or stories or heights than the other Project approvals. H. All actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters. I. Development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY. J. This Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 1 DOC #2022-0313126 Page 5 of 49 K. OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure the vesting of its legal rights to develop the Property in accordance with this Agreement. COVENANTS 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: 1. Definitions and Exhibits 1.1 follows: Definitions. The following terms when used in this Agreement shall be defined as (A) "Agreement" means this Development Agreement. (B) "CITY' means the City of Redlands, a municipal corporation, organized and existing pursuant to the laws of the State of California. (C) "Completed," "Completion," and initially capitalized variants thereof mean, with respect to that element of the Project to which the term relates, that Owner has received a certificate of occupancy (including a temporary certificate of occupancy). (D) "Development" means the improvement of the Property for the purposes of completing 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" includes the maintenance , repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof if undertaken during the Term of this Agreement. (E) "Development Agreement Policies" means those certain development agreement procedures and requirements established in accord with City Municipal Code Chapter 18.220. (F) "Development Approvals" means all permits and other entitlements for use or construction and subdivisions subject to approval or issuance by CITY in connection with the Development of the Property, including, but not limited to: Plan; (1) specific plans and specific plan amendments, including the Specific (2) tentative and final subdivision and parcel maps; (3) site plans/design review (Commission Review and Approval); (4) conditional use permits; GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 2 DOC #2022-0313126 Page 6 of 49 (5) zoning; (6) demolition, grading and building permits; and (7) All environmental approvals under the California Environmental Quality Act. (G) "Development Exaction" means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests, including those imposed in accord with the MMRP (as defined in paragraph (P), below). "Development Exaction" includes Development Impact Fees. (H) "Development Impact Fee" means a monetary exaction other than a tax or special assessment, whether 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 CITY 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, but does not include fees for processing applications for governmental regulatory actions or approvals or fees collected under development agreements adopted pursuant to Article 2.5 of the Governments Code (commencing with Section 65864). (I) "Development Plan" means the Existing Development Approvals and the Existing Land Use Regulations applicable to the Development of the Property, and the more particular plan for the development of the Property as further set forth in Exhibit C. (J) becomes effective. "Effective Date" means the date the ordinance approving this Agreement (K) "Existing Development Approvals" means all Development Approvals approved or issued prior to the Effective Date. "Existing Development Approvals" include the Development Approvals described on the attached Exhibit C and all other Development Approvals which are a matter of public record on the Effective Date. Notwithstanding any provision herein to the contrary, "Development Approvals" include the Specific Plan. (L) "Existing Land Use Regulations" means all Land Use Regulations in effect on the Effective Date. "Existing Land Use Regulations" include the Land Use Regulations incorporated herein as Exhibit D and all other Land Use Regulations which are a matter of public record on the Effective Date. Notwithstanding any provision herein to the contrary, "Existing Land Use Regulations" include the Specific Plan. (M) "General Plan Amendment" means the amendment to CITY'S General Plan identified in CITY records as GPA No. 142, providing for the redesignation of five parcels on a portion of the Property necessary to permit the Development of the Property as described herein and approved by City Council Resolution No. 8338 on May 10, 2022. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 3 DOC #2022-0313126 Page 7 of 49 (N) "Land Use Regulations" means all CITY ordinances, policies , standards resolutions, codes, rules, regulations and official policies, including without limitation the Specific Plan, governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed 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" do not include any CITY ordinance, resolution, code, rule, regulation, or official policy governing: (1) (2) (3) the conduct of businesses, professions, and occupations; taxes and assessments; the control and abatement of nuisances; (4) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; or (5) the exercise of the power of eminent domain. (0) "Mitigation Monitoring and Reporting Program" or "MMRP" means the mitigation monitoring and reporting program for assessing and ensuring compliance with required environmental impact mitigation measures approved by City Council Resolution No. 8337, on May 10, 2022 in conjunction with the City Council's certification of the SCEA. (P) "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. (Q) "OWNER" means the persons and entities listed as OWNER on page 1 of this Agreement and their successors in interest to all or any part of the Property. (R) "Project" means the 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. (S) "Property" means the real property described on Exhibit A and shown on Exhibit B to this Agreement. (T) "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. (U) "Related General Plan Amendment" means that certain General Plan Amendment related to the Specific Plan, which will be adopted by CITY when the Specific Plan is adopted and which when effective shall automatically be deemed to be included within the Existing Development Approvals and the Existing Land Use Regulations; on condition that the Related General Plan Amendment is not materially inconsistent with those certain land uses otherwise permitted pursuant to this Agreement in that they are the equivalent of a "minor" GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 4 DOC #2022-0313126 Page 8 of 49 deviation therefrom, as such term is otherwise used and applied regarding scope and effect to different circumstances in Section 3.5. In order to attempt to avoid more than a "minor" deviation, CITY will reasonably confer with OWNER prior to adopting the Related General Plan Amendment. (V) "Secured Entitlements Date" means the date on which both (i) CITY has approved the General Plan Amendment, Tract Map, and the SCEA/MMRP, and all other Development Approvals required by CITY to permit OWNER to obtain a demolition , grading and building permit for the vertical construction of the first (1st) -to -be -developed building described in the Development Plan (individually, an "Approval" and, collectively, "Approvals") in the substantive form requested by OWNER, subject only to those changes to which OWNER affirmatively consents in writing, and (ii) each and all of the Approvals have become Final. The Approvals will become "Final" when (i) thirty (30) days following the date of the CITY'S approval of the last Approval and no litigation has been filed, or (ii) if litigation is filed, the litigation has been denied by the trial court and the time to appeal, petition for certiorari or move for reargument or rehearing of the trial court's ruling has expired and no appeal, petition for certiorari or other proceedings for reargument or rehearing is then pending, or (iii) if an appeal, writ of certiorari, reargument or rehearing of the trial court's ruling has been sought, the Approvals shall have been affirmed by the highest court to which the Approvals were appealed, or certiorari has been denied, or if reargument or rehearing of the trial court's ruling was sought, the time to take any further appeal, petition for certiorari or move for reargument or rehearing has expired. Either Party may send written notice to the other that sets forth the sending Party's assertion of when the Secured Entitlements Date has occurred. The receiving Party must respond within thirty (30) business days following receipt as to its concurrence or disapproval. In the event the receiving Party fails to respond within the time period set forth in the preceding sentence , the "Secured Entitlements Date" shall be deemed to be as set forth in the sender's notice . (W) "Specific Plan" means the draft "Transit Villages Specific Plan" identified in CITY records as SP No. 65; provided that upon its adoption by CITY, the final Transit Villages Specific Plan, including without limitation all documents certified or adopted relative thereto pursuant to the California Environmental Quality Act, shall automatically be substituted for the draft Specific Plan for purposes hereof, and shall then be deemed to be the Specific Plan. (X) "Subdivision Map Act" means Government Code Sections 66410, et seq. (Y) "Subsequent Development Approvals" means all Development Approvals required subsequent to the Effective Date in connection with the Development of the Property. (Z) "Subsequent Land Use Regulations" means any Land Use Regulations adopted and effective after the Effective Date. (AA) "Sustainable Communities Environmental Assessment or SCEA" means that certain environmental document prepared in accord with the California Environmental Quality Act (Public Resources Code Section 21000, et semc.) and entitled State Street Village Project Sustainable Communities Environmental Assessment (SCH No. 2021110117). The SCEA for the Project was certified by City Council Resolution No. 8337 on May 10 , 2022. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 5 DOC #2022-0313126 Page 9 of 49 (BB) "Term" has the meaning given in Section 2.3 of this Agreement. (CC) "Tract Map" means the subdivision map identified in CITY records as Vesting Tentative Tract Map No. 20425 and approved by the CITY with City Council Resolution No. 8341 on May 10 , 2022. 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 — Existing Land Use Regulations Exhibit E — Schedule of Impact Fees Exhibit F — Fee Credits 2. General Provisions 2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. The Development of the Property is hereby authorized and shall be carried out only in accordance with the provisions of this Agreement. 2.2 Ownership of Property. OWNER represents and covenants that it is the owner of fee simple title to the Property. 2.3 Term. (A) The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of fifteen (15) years thereafter, unless this term is modified or extended pursuant to the provisions of this Agreement. (B) The Term of this Agreement may be extended in accord with Section 2.5. (C) The term of all subdivision maps included within the Development Approvals shall be co -terminus with the Term of the Agreement. (D) Thereafter, OWNER shall have no vested right under this Agreement regardless of whether OWNER has paid any Development Impact Fee. (E) Notwithstanding the foregoing, this Agreement shall be terminated effective as of the fifth (5th) anniversary of the Effective Date ("Construction Commencement Deadline") subject to Section 10.12, unless OWNER shall have commenced, and diligently and continuously proceeded with construction of Phases lA or 1B of Alternative 1 or Phase 1 of Alternative 2 of the Project, as described in that certain State Street Village Phasing Plan attached GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 6 DOC #2022-0313126 Page 10 of 49 to Redlands City Council Resolution Nos. 8339, 8340 and 8341 approving the Conditional Use Permit, Commission Review & Approval, and Tentative Tract Map. 2.4 Sale or Assignment. (A) OWNER may sell, transfer, or assign the Property, in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act) to any person, partnership, joint venture, affiliate, firm, or corporation at any time; provided, however, that any such sale, transfer or assignment must be made in compliance with the following conditions: (1) Any sale, transfer or assignment of any right or interest under this Agreement must be made together with the sale, transfer or assignment of all or a part of the Property. (2) Concurrent with any such sale, transfer, or assignment, or within twenty (20) business days thereafter, OWNER shall notify CITY, in writing, of such sale, transfer, or assignment and shall provide CITY with an agreement, in a form reasonably acceptable to CITY, executed by the purchaser, transferee, or assignee and providing therein that the purchaser, transferee, or assignee, effective on acquisition of title to the affected property expressly and unconditionally assumes all the duties, covenants, agreements, waivers and obligations of OWNER under this Agreement to the extent applicable to the part of the Property being transferred. (a) The qualifications and identity of OWNER are of particular concern to CITY. It is because of those qualifications and identity that CITY has entered into this Agreement with OWNER. For the period of the Term, no voluntary or involuntary successor in interest of OWNER shall acquire any rights or (i) powers under this Agreement, nor shall OWNER make any total or partial sale; transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Property or the Project (any of which is hereafter referred to as a "Transfer") without prior written approval of CITY, except as expressly set forth hereinafter. Any proposed total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Property or the Project without CITY consent will constitute a default under this Agreement. (b) Notwithstanding any other provision of this Agreement to the contrary, CITY approval of a Transfer shall not be required in connection with any of the following: (i) Any Transfers to an entity or entities in which OWNER retains a minimum of fifty -percent (50%) of the ownership or beneficial interest and retains management and control of the transferee entity or entities. (ii) The Transfer or dedication of any portion of the Property to CITY or other appropriate governmental agency, or the granting of easements or permits to facilitate construction of the Project. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 7 DOC #2022-0313126 Page 11 of 49 (iii) Any requested assignment/encumbrance for financing purposes including the grant of a deed of trust to secure the funds necessary for land acquisition, construction and permanent financing of the Project. (iv) In the event of an assignment or Transfer by Developer under subparagraphs (i) through (iii), inclusive, above not requiring the CITY'S prior approval, OWNER nevertheless agrees that at least thirty (30) days prior to such assignment it shall give written notice to CITY of such assignment or Transfer and satisfactory evidence that the assignee or transferee has assumed jointly with OWNER the obligations of this Agreement. (c) CITY agrees that it will not unreasonably withhold approval of a request made pursuant to this Section 2.4(A), provided OWNER delivers written notice to CITY requesting such approval. Such notice shall be accompanied by sufficient evidence regarding the proposed assignee's or transferee's development and/or operational qualifications and experience, and its financial commitments and resources, in sufficient detail to enable CITY to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 2.4(A) and as reasonably determined by CITY. CITY shall evaluate each proposed transferee or assignee on the basis of its development and/or qualifications and experience in the operation of facilities similar to the Project, and its financial commitments and resources, and may reasonably disapprove any proposed transferee or assignee, during the Term, which CITY determines does not possess equal or better qualifications than OWNER. An Assignment, Assumption and Release Agreement in form satisfactory to the City Attorney shall also be required for all proposed assignments. Within thirty (30) days after the receipt of OWNER'S written notice requesting CITY approval of an assignment or transfer pursuant to this Section 2.4(A), CITY shall either approve or disapprove such proposed assignment or transfer, or shall respond in writing by stating what further information, if any, CITY reasonably requires in order to determine the request complete and determine whether or not to grant the requested approval. Upon receipt of such a response, OWNER shall promptly furnish to CITY such further information as may be reasonably requested. Any sale, transfer or assignment not made in strict compliance with the foregoing conditions and requirements shall constitute a default by OWNER under this Agreement. Notwithstanding the failure of any purchaser, transferee, or assignee to execute the agreement required by subparagraph (2) above ,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. (B) 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: (1) OWNER no longer has a legal or equitable interest in the part of the Property transferred. (2) OWNER is not then in default under this Agreement. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 8 DOC #2022-0313126 Page 12 of 49 (3) OWNER has provided CITY with the notice and executed agreement required under subparagraph (A)(2), above. (4) The purchaser, transferee, or assignee provides CITY with security equivalent to any security previously provided by OWNER to secure performance of its obligations under this Agreement. (C) 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. (D) Upon issuance of a certificate of occupancy for a building on the applicable lot and the payment of all fees for such lot set forth in this Agreement, a purchaser, transferee, or assignee of a commercial or industrially -zoned lot, which has been finally subdivided as provided for in the Development Plan and for which a commercial or industrial plot plan for development has been approved, shall be entitled to submit a written request to CITY to release said lot from any obligations under this Agreement. Likewise , upon the sale , lease or other transfer of any residential unit pursuant to a final subdivision map of any residential lot or condominium , such residential unit and the owner thereof shall be deemed released from all obligations under this Agreement and may request a written release from CITY. Within thirty (30) days following its receipt of such request, CITY shall review, and if the above conditions are satisfied, shall approve the request for release and notify the purchaser, transferee, or assignee in writing thereof. CITY will execute in recordable form and deliver any instrument as may be requested to evidence the release described in this subparagraph (D). Except as otherwise provided in this Agreement, no such release approved pursuant to this subparagraph (D) shall cause a release of OWNER from its duties and obligations under this Agreement. With respect to the transfer and release referenced in this Section 2.4 the obligations hereunder are not joint and several but several as to portions of the Property transferred as provided in this Section. 2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all Parties in the manner provided for in Government Code Section 65868 and the Development Agreement Policies. This provision shall not limit any remedy of CITY or OWNER provided by this Agreement. 2.6 Termination. (A) This Agreement shall terminate and be of no further effect upon the occurrence of any of the following events: (1) Expiration of the Term. (2) Entry of a final judgment setting aside, voiding, or annulling the adoption of the ordinance approving this Agreement. (3) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 9 DOC #2022-0313126 Page 13 of 49 (4) The completion of the Project as a whole or applicable phase, as evidenced by the issuance of all required occupancy permits and acceptance by CITY (or other applicable public agency) of all required public dedications. It is anticipated that completion of the Project as evidenced by issuance of occupancy and required public dedications, may occur in phases as reasonably agreed upon by CITY and OWNER. (5) Termination of this Agreement in accord with any of the tel. iination provisions set forth in this Agreement. (B) Termination of this Agreement will not operate to terminate any Development Approval in effect prior to the termination or affect any vested right previously acquired by OWNER under applicable California law. Nothing in this Agreement eliminates, limits, expands, or modifies CITY' S authority to adopt, amend or rescind the Specific Plan or other Development Approvals, subject, however, to OWNER'S vested development rights granted herein , acquired under California law and provided all applicable legal requirements and legal limitations that would be applicable to CITY'S actions in the absence of this Agreement. (C) Upon the termination of this Agreement, neither 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 which occurred prior to such termination, or with respect to any obligations which are specifically set forth as surviving this Agreement. 2.7 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 to the recipient named below; (ii) 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; or (iii) by overnight courier, on the first (1st) business day after being delivered to a recognized overnight courier. All notices shall be addressed as follows: If to CITY: with a copy to: GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 City of Redlands 35 Cajon Street, Suite 200 Redlands, CA 92335 Attn: City Manager Telephone: (909) 350-7600 City of Redlands 35 Cajon Street, Suite 200 Redlands, CA 92373 Attn: Redlands City Attorney Telephone: (909) 350-7600 10 DOC #2022-0313126 Page 14 of 49 If to OWNER: And: with a copy to: VPV STATE STREET VILLAGE, LLC c/o Village Partners 4350 Von Karman Avenue, Suite 200 Newport Beach, CA 92660 Attn: Don Henry Telephone: (949) 697-7767 VPV STATE STREET VILLAGE, LLC c\o Village Partners 4350 Von Karman Avenue, Suite 200 Newport Beach, CA 92660 Attn: Michael Morris Telephone: (949) 433-8568 Dzida, Carey &Steinman 3 Park Plaza, Suite 750 Irvine, CA 92614 Attn: Steven J. Dzida, Esq. Telephone: (949) 399 0363 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 Rights to Develop. Subject to the limitations of this Agreement, including the Reservations of Authority, OWNER shall have the 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 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. OWNER shall comply with all mitigation measures required to be undertaken pursuant to any document prepared in compliance with the California Environmental Quality Act with respect to the Project. 3.2 Effect of Agreement on Land Use Regulations; Development Exactions. (A) Except as otherwise provided under the terms of this Agreement, including the Reservations of Authority, the ordinances, rules, regulations, and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to the Development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Development Approval, CITY shall exercise its GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 11 DOC #2022-0313126 Page 15 of 49 discretion in accordance with the Development Plan and this Agreement, including, but not limited to, the Reservations of Authority. CITY shall accept for processing, review, and action all applications for Subsequent Development Approvals and such applications shall be processed in the normal manner for processing such matters. (B) Unless otherwise permitted by the Reservations of Authority, CITY may not impose any Development Exaction on the Project, including in connection with the Subsequent Development Approvals, that is inconsistent with the Development Plan, the MMRP, or 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. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, (1984) 37 Ca1.3d 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 CITY'S and OWNER'S 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, subject only to any timing or phasing requirements set forth in the Development Plan. 3.4 Development Phasing. The Development of the Property is subject to any timing and phasing requirements established by and set forth in the Development Plan. 3.5 Changes and Amendments. (A) The Parties acknowledge that refinement and further development of the Project may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. If OWNER finds that a change in the Existing Development Approvals is necessary or appropriate, OWNER may 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 3.5. (B) Unless otherwise required by law, as determined in CITY'S reasonable discretion, a change to the Existing Development Approvals shall be deemed "minor" and may be approved by the City Manager or City Manager's designee and not require an amendment to this Agreement provided the change does not: (1) Materially increase the density or intensity of use of the Property as a whole; (2) Materially increase the square footage of buildings, as long as the maximum height of permitted buildings is not increased; GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 12 DOC #2022-0313126 Page 16 of 49 (3) Materially alter a requirement for the reservation or dedication of land for public purposes; or, (4) Modify the Project to the extent a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code is required. For purposes of this Section 3.5(B), materially" shall mean in excess of five percent (5%) of the referenced development parameter. 3.6 Reservations of Authority. (A) Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development of the Property: (1) Processing fees and charges of every kind and nature imposed by CITY to cover the actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. (2) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and any other matter of procedure. (3) Regulations governing construction standards and specifications applicable to public and private improvements or affecting health and safety including, without limitation, the CITY'S Building Code, Plumbing Code, Mechanical Code, Electrical Code, and Fire Code. (4) Regulations imposing Development Exactions; provided however, that no such subsequent adopted Development Exaction shall be applicable to development of the Property unless such Development Exaction is applied uniformly to development, either throughout the CITY or within a defined area of benefit which includes the Property. No such subsequently adopted Development Exaction shall apply to completed improvements with respect to which the owner has vested rights or if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan. In the event such subsequently adopted Development Exaction fulfills the same purposes, in whole or in part, as the fees set forth in Section 4.2 of this Agreement, CITY shall allow a credit against such subsequently adopted Development Exaction for the fees paid under Section 4.2 of this Agreement to the extent such fees fulfill the same purposes. Notwithstanding the foregoing or any provision in this Agreement to the contrary, CITY shall have the right to lower or increase Development Impact Fees from time to time, in its sole discretion, and any and all revised Development Impact Fees shall be applicable to the Project at the time they are due for payment. (5) Regulations which may be in conflict with the Development Plan but which are uniformly applied by CITY to similar uses and reasonably necessary to eliminate or mitigate a serious and immediate threat to public health or safety. To the extent possible, any such regulations shall use the least restrictive means of accomplishing the identified health and safety GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 13 DOC #2022-0313126 Page 17 of 49 concern, and be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (6) Regulations which do not conflict with the Development Plan. As one example, any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of the Development of the Property shall be deemed to conflict with the Development Plan and shall, therefore, not be applicable to the Development of the Property. (7) Regulations which conflict with the Development Plan if OWNER has given written consent to the application of such regulations to the Development of the Property. (8) Regulations that impose, levy, alter or amend fees, or Land Use Regulations relating to future services (but not infrastructure or improvements funded by other Development Exactions ), including, without limitation, trash can placement, service charges and limitations on vehicle parking. (9) Regulations of other public agencies, including Development Impact Fees adopted or imposed by such other public agencies, although collected by CITY. (B) This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the Development Plan, nor shall this Agreement prevent CITY from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or on the basis of any Subsequent Land Use Regulation not in conflict with the Development Plan. For all purposes of this Agreement generally, and this Section 3.6 specifically, Land Use Regulations will be deemed to conflict with the Development Plan and this Agreement if the Land Use Regulations seek to, whether as part of a specific or general enactment that applies to the Property or Project: (i) limit or reduce the density, intensity, height or size of structures, or modify the type of Development, on the Property; (ii) regulate the timing or sequencing of the Development of the Property in any manner; (iii) require any additional on -site or off -site improvements not required by the Development Plan to be constructed or paid for by OWNER or a subsequent owner of the Property; (iv) materially increase the costs of the Development or materially reduce the value of the Property; or (v) restrict or modify the use of the Property in any manner or degree other than as set forth in the Development Plan. The permitted uses for development of the Project and rights granted hereunder are specified in Redlands Municipal Code Section 18.92 (C-3 General Commercial District) and the Specific Plan, and are incorporated herein by this reference. (C) In the event that State or Federal laws or regulations enacted after 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 remaining provisions impractical to enforce. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 14 DOC #2022-0313126 Page 18 of 49 (D) 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. The CITY reserves all such power and authority which cannot be restricted by contract or is not restricted by vested rights as otherwise established under applicable law. 3.7 Public Works. 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, then OWNER shall, if required by applicable laws to do so, 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. 3.8 [Intentionally Deleted] 3.9 Regulation by Other Public Agencies. It is acknowledged by the Parties that other public agencies not within the control of CITY 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. 3.10 Tentative Subdivision Map Extension. In accord with Section 66452.6 of the Government Code, every tentative parcel and subdivision map approved in connection with Development of the Property will be valid for a period equal to the longer of: (1) the remaining period of the Term of this Agreement as of the time of tentative map approval; and (2) the longest period authorized by the Subdivision Map Act, City Municipal Code, or other applicable law as of the time of tentative map approval. 3.11 Vesting Tentative Maps. If any tentative or final subdivision map, or tentative or final parcel map, heretofore or hereafter approved in connection with development of the Property, is a vesting map under the Subdivision Map Act (Government Code Section 66410 et seq.) and if this Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right to develop to OWNER, then and to that extent the rights and protections afforded OWNER under the laws and ordinances applicable to vesting maps shall supersede the provisions of this Agreement. Likewise OWNER'S vested development rights under applicable law shall not be affected by the total or partial invalidation of this Agreement. Except as set forth above, the Development of the Property shall occur only as provided in this Agreement and the provisions in this Agreement shall be controlling over any conflicting provision of law or ordinance concerning vesting maps. 3.12 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project. OWNER shall contract with CITY for CITY -owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the Parties. 3.13 Covenants, Conditions and Restrictions. OWNER shall have the ability to reserve and record such covenants, conditions, and restrictions (CC&Rs) against the Property as OWNER deems appropriate, in its sole and absolute discretion. Such CC&Rs may not conflict with this Agreement or the General Plan. Before recording any CC&Rs, OWNER shall provide a GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 15 DOC #2022-0313126 Page 19 of 49 copy of the CC&Rs to CITY for review and approval by the City Attorney. The City Attorney's review shall be limited to determining if the CC&Rs substantially comply with this Agreement. Within thirty (30) days after receiving a copy of the proposed CC&Rs from OWNER, the City Attorney shall provide OWNER with either (i) a statement that the CC&Rs comply with this Agreement ("CC&R Approval") or (ii) written comments identifying each aspect of the CC&Rs which the City Attorney believes not to be in compliance with this Agreement (a "Statement of Non -Compliance"). If the City Attorney fails to provide OWNER with either CC&R Approval or a Statement of Non -Compliance within thirty (30) days following a written request by OWNER, CITY shall be deemed to have approved the CC&Rs and OWNER may record the CC&Rs against the Property. If the City Attorney provides a Statement of Non -Compliance, OWNER shall have thirty (30) days in which to respond to the Statement of Non -Compliance. Upon submittal of OWNER'S response, the procedure described above for the initial submittal and City Attorney review of proposed CC&Rs shall again be followed. This procedure shall be followed until OWNER either (1) receives CC&R Approval, (2) files an action for declaratory relief in San Bernardino County Superior Court seeking a judicial determination of the compliance of the proposed CC&Rs, or (4) agreement is otherwise reached between the Parties allowing for the recording of the CC&Rs. The CC&Rs may run with the land and bind OWNER'S successors and assigns. 3.14 Specific CITY Actions. (A) At the cost and expense of OWNER, CITY shall reprogram and modify existing State Street/Orange Street traffic signal to efficiently incorporate the needs of the Project. Any new traffic signal and related improvements shall be installed by and at the cost and expense of OWNER. (B) CITY shall, subject to reasonable health and safety conditions, issue annual permits for up to 24 events in the Project plaza on private property with a single public notice in advance or if allowed by applicable law waive such requirement and issue such permit(s) administratively. OWNER shall provide CITY with a description of each event and associated marketing and public notices of same in advance of each event. All of CITY'S existing special event or similar permit approval requirements shall be applicable, including all required findings and imposition of conditions thereunder and including the payment of then current application fees to CITY. (C) CITY shall, subject to reasonable health and safety conditions and all other requirements of law applicable to street closures at the time of each applicable event, issue an annual permit for up to 12 events allowing closure of State Street and Third Street, if public streets, for civic and public events as provided in the preceding paragraph. (D) CITY shall use commercially reasonable efforts to eliminate all public parking requirements within the 2017 Parking Agreement between City and Brixton. 4. Public Benefits 4.1 Intent. The Parties acknowledge and agree that the Development of the Property will result in substantial public needs which will not be fully met by the Development Plan and GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 16 DOC #2022-0313126 Page 20 of 49 fiirther acknowledge and agree that this Agreement confers substantial private benefits on OWNER which should be balanced by commensurate public benefits. Accordingly, the Parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project , including the following: (A) OWNER has master -planned the Project and shall develop the Project in logical phases to facilitate public improvements. (B) OWNER shall construct all public and private streets and infrastructure required to achieve the housing and job benefits to be derived from the Project. (C) OWNER shall implement a marketing and leasing strategy which will initially target the provision of housing to local and regional tenants. (D) Separate and apart from, and in addition to, the provisions set forth in Subsection 3.14(B), OWNER shall grant to CITY, and record in the office of the San Bernardino County Recorder's Office, a memorandum of license agreement in a form and substance approved by the City Attorney, which agreement shall provide the CITY a non-exclusive license ("License") to enter upon the Project plaza, for purposes of enabling CITY to conduct or oversee public or private events during up to twelve (12) days in any calendar year; provided that CITY shall provide notice to OWNER of any such proposed use at least thirty (30) days prior to commencement of such proposed use, and such proposed use shall be allowed only if it does not conflict with any confirmed prior reservation of the applicable area by OWNER for a specific event. The License shall include commercially reasonable lender protection/estoppel provisions and indemnification of the Owner for its use. (E) OWNER shall re-establish historical State Street and Third Street through the Project site. (F) OWNER shall establish public and private paseos as described in the Development Plan to facilitate public use and recreation of such areas. (G) OWNER shall unbundle parking from residential units such that separate rental fees are charged for parking and living space. 4.2 Development Impact Fees. (A) CITY has adopted a Development Impact Fee program designed to offset the costs of mitigating environmental and other impacts caused by development upon public facilities and improvements. (B) During the Term of this Agreement, the only categories of Development Impact Fees (separate and apart from the amount of each Development Impact Fee) that will be applicable to the Project are those Development Impact Fees specified in the "Schedule of Development Impact Fees" attached as Exhibit E ("Schedule of Impact Fees"). OWNER understands and agrees that CITY is in the process of updating Development Impact Fees. During the Term of this Agreement, no categories of Development Impact Fees other than those specified GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 17 DOC #2022-0313126 Page 21 of 49 in the Schedule of Impact Fees adopted by CITY as of the Effective Date will be applicable to the Project. OWNER further understands and agrees that the amount of each Development Impact Fee may be lowered or increased from time to time, in the discretion of CITY and any and all revised Development Impact Fees shall be applicable to the Project at the time they are due for payment. (C) Nothing in this Section 4.2 limits the right of any other local, regional, state, or federal agency or district to impose upon the Project otherwise lawful fees, including non -CITY fees imposed by these agencies or districts and collected by CITY for the benefit of those agencies or districts. (D) Development Impact Fees shall be paid by OWNER to CITY at such times as they are ordinarily due and payable to CITY. 4.3 Prepayment. In no event shall the prepayment of any Development Impact Fees required hereunder establish a vested right on the part of OWNER or any other owner of the Property or any person or entity with an interest therein to develop the Project or the Property following the expiration, cancellation or termination of the Term of this Agreement (but termination of this Agreement shall not constitute a forfeiture of Owner's interest in such prepaid fees , rights to a credit against then applicable Development Impact Fees or vested rights previously obtained by Owner ). Following the expiration, cancellation or termination of this Agreement, all Development Impact Fees then in effect shall be applicable to the Project and Property notwithstanding any provision of this Agreement and notwithstanding the prepayment of the Development Impact Fees set forth in Exhibit D, any increase or amendment of any Development Impact Fee, or any combination thereof. 4.4 Dedication of On -Site Easements and Rights of Way. OWNER shall dedicate to CITY all on -site rights of way and easements deemed necessary for public improvements, in CITY'S sole discretion, within 15 days of receipt of written demand from CITY. 4.5 Timing of Construction of Off -Site Infrastructure. Approval of any building permits on the Property shall be conditioned upon CITY'S determination, in its sole discretion, that sufficient progress is being made on construction of off -site infrastructure serving development of OWNER'S Property. 4.6 Credits. OWNER shall be entitled to credit against the fees required pursuant to Section 4.2 for the dedication of land, the construction of improvements, or the payment of fees as specifically set forth in Exhibit F. 5. Financing of Public Improvements 5.1 Financing Districts. (A) OWNER may propose and if requested by CITY shall cooperate in the formation of a special assessment district, community facilities district, SCIP, EIFD or alternate financing mechanism, public grants (collectively, a "Financing District") to pay for the construction or maintenance of those public improvements required by the Development Plan. If a Financing District is formed, OWNER will be reimbursed from the proceeds of any debt GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 18 DOC #2022-0313126 Page 22 of 49 financing issued by the Financing District to the extent that OWNER spends funds for reasonable costs and expenses which are reimbursable under the instruments and law applicable to the debt financing. Tax rates or assessments of the Financing District may not exceed CITY'S then -current policies regarding public financing districts. (B) This Section 5.1 is not a commitment by CITY to adopt a resolution of formation to form a Financing District or to approve Financing District debt financing. OWNER acknowledges that the adoption and approval of a resolution of formation is a legislative act within CITY'S unencumbered discretion. Likewise, OWNER is not obligated by this Agreement to approve the formation of a Financing District and OWNER reserves all of its legal rights in that regard. (C) Notwithstanding any other provision in this Section 5.1, OWNER shall have the right, in OWNER's discretion, to pursue public financing mechanisms to fund the improvement of State Street, Third Street and Plaza Street, either as public or private streets, as long as such improvements are consistent with the Land Use Regulations. For this purpose, CITY shall reasonably cooperate with OWNER to obtain such financing consistent with CITY's right to approve a proposed mechanism to the extent such approval constitutes a legislative act. 6. Review for Compliance 6.1 Periodic Review. (A) As required by California Government Code Section 65865.1, and in accordance with Chapter 18.220 of the Redlands Municipal Code ("Chapter 18.220") the Community Development Director, or person occupying a similar position ("Community Development Director"), will review this Agreement annually, on or before each anniversary of the Effective Date. The purpose of each review will be to ascertain OWNER'S good faith material compliance with this Agreement during the immediately prior year. OWNER shall submit an annual monitoring report ("Annual Monitoring Report"), in a form prepared and approved by the Community Development Director, as set forth in Chapter 18.220. The Annual Monitoring Report must be accompanied by the then -current annual review and administration fee set by the City Council, which may not exceed CITY'S reasonably estimated fees and costs of reviewing OWNER'S compliance with this Agreement. (B) The City Council may order a special review of OWNER'S compliance with this Agreement at any time. (C) The annual review and any other special review shall be conducted in accordance with Chapter 18.220, and OWNER will be required to demonstrate its good faith compliance with this Agreement. OWNER shall have the burden of proof concerning the issue. 6.2 Proceedings for Modification or Termination. If OWNER fails to cure, or to commence to cure, as applicable, the matters constituting the basis for the City Council's preliminary finding of non-compliance under Chapter 18.220 in the manner described in Section 7.3, then CITY may proceed to modify or GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 19 DOC #2022-0313126 Page 23 of 49 terminate this Agreement, but only by the procedures set forth in Chapter 18.220 and in Section 7.3. 6.3 Certificate of Agreement Compliance. If OWNER is found or deemed to be in material compliance with this Agreement, then CITY will issue a "Certificate of Agreement Compliance" ("Certificate") to OWNER stating that this Agreement remains in effect and OWNER is not in default of this Agreement. The Certificate must be in recordable form, contain information necessary to communicate constructive record notice of the finding of compliance, state whether the Certificate is issued after an annual or special review, and state the anticipated date of the next annual review. OWNER may record the Certificate with the San Bernardino County Recorder. Whether or not the Certificate is relied upon by assignees, other transferees or OWNER, CITY shall not be bound by the Certificate if a default existed at the time of the annual periodic or special review, but was concealed from CITY or its reviewing person or body. 7. DEFAULT AND REMEDIES 7.1 Remedies in General. It is acknowledged by the Parties that CITY would not 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 pursue any remedy at law or equity ( including but not limited to specific performance and/or injunctive relief) available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages (such damages do not include attorney's fees with respect to the enforcement of the equitable remedies authorized above) to OWNER, or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages: (A) For any breach of this Agreement or for any cause of action that 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. 7.2 Release. Except for non -monetary remedies, OWNER, for itself, its successors and assignees, hereby releases CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any 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 and Fourteenth Amendments to the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon CITY because it entered into this Agreement or because of the terms of this Agreement. OWNER hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 20 DOC #2022-0313126 Page 24 of 49 KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." By initialing below, OWNER hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. Owner's Initials 7.3 Termination or Modification of Agreement for Default of OWNER. CITY may terminate or modify 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 or modify 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, if 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 ninety (90) days after the effective date of such notice or, in the event that such default cannot be cured within such ninety (90) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such ninety (90) day period and to diligently proceed to complete such actions and cure such default. 7.4 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and 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 ninety (90) days after the effective date of such notice or, in the event that such default cannot be cured within such ninety (90) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such ninety (90) day period and to diligently proceed to complete such actions and cure such default. 8. LITIGATION 8.1 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys' fees, indemnify, and hold harmless CITY, its agents, 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 claim, action, proceeding or determination included within this Section 8.1, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action, proceeding or determination, 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, proceeding or determination. 8.2 Environmental Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 21 DOC #2022-0313126 Page 25 of 49 act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for 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 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. OWNER shall have no obligation to indemnify or defend CITY against a claim based upon CITY's intentional misconduct. 8.3 Reservation of Rights. With respect to Section 8.1 and Section 8.2 herein, CITY reserves, the right to either (1) approve the attorney(s) that the indemnifying party selects, hires or otherwise engages to defend the indemnified party hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense; provided, however, that the indemnifying party shall reimburse the indemnified party forthwith for any and all reasonable expenses incurred for such defense, including attorneys' fees, upon billing and accounting therefor. 8.4 Challenge to Existing Land Use Approvals. By accepting the benefits of this Agreement, OWNER, on behalf of itself and its successors in interest, hereby expressly agrees and covenants not to sue or otherwise challenge any land use approval affecting the Property and in effect as of the Effective Date. Such agreement and covenant includes, without limitation, the covenant against any direct suit by OWNER or its successor in interest, or any participation, encouragement or involvement whatsoever that is adverse to CITY by OWNER or its successor in interest, other than as part of required response to lawful orders of a court or other body of competent jurisdiction. OWNER hereby expressly waives, on behalf of itself and its successors in interest, any claim or challenge to any land use approval affecting the Property and in effect as of the Effective Date. In the event of any breach of the covenant or waiver contained herein, CITY shall, in addition to any other remedies provided for at law or in equity, be entitled to: (A) impose and recover (at any time, including after sale to a member of the public or other ultimate user) from the party breaching such covenant or waiver, the full amount of Development Impact Fees that the breaching party would have been required to pay in the absence of this Development Agreement; and (B) impose any subsequently adopted land use regulation on those land use approvals for which the breaching party had not, as of the time of such breach, obtained a building permit. OWNER hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 22 DOC #2022-0313126 Page 26 of 49 By initialing below, OWNER hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. 8.5 Survival. The provisions of Sections 8.1 through 8.4, inclusive, shall survive the termination of this Agreement. 9. Mortgagee Protection The Parties hereto agree that 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 request, 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 entering 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 law. (B) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to CITY in the manner specified herein for giving notices, shall be entitled to receive written notification 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. (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 thereof shall continue to be a condition precedent to CITY' S performance hereunder, 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. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 23 DOC #2022-0313126 Page 27 of 49 10. Miscellaneous Provisions 10.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the County Recorder by the City Clerk within the period required by Section 65868.5 of the Government Code. 10.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the Parties, 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. 10.3 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 affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provisions of Sections 4.1 through 4.6 are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions and, therefore, in the event such provisions are determined by a court of competent jurisdiction to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever. 10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the procedural and substantive laws of the State of California, without regard to its conflict of laws principles. 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 hereto, 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. 10.5 Section Headings. All Section headings and subheadings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement. 10.6 Singular and Plural. As used herein, the singular of any word includes the plural. 10.7 Attorneys' Fees. If either Party files any action or brings any proceeding against the other pertaining to the interpretation or enforcement of this Agreement, then the prevailing Party will recover, as an element of its costs of suit and not as damages, its costs of suit, expert fees, consultant costs, collection costs, and reasonable attorneys' fees as fixed by the court or arbitrator (as applicable), including fees and costs incurred on appeal and in any bankruptcy proceedings. 10.8 Estoppel Certificates. (A) Within ten (10) days following a Party's written request, the other Party will certify in writing that, to its actual knowledge: GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 24 DOC #2022-0313126 Page 28 of 49 (1) This Agreement is in full force and effect and is binding upon the certifying Party, unless the certifying Party disputes this affirmation, in which case the certifying Party will set forth the basis for its position in writing. (2) This Agreement has not been amended or modified, except as otherwise expressly described in the certificate. (3) The requesting Party is not in material default of its obligations under this Agreement, and that there have been no events that with the passage of time, the giving of notice, or both, would constitute the requesting Party's default under this Agreement, except as otherwise expressly described in the certificate. (B) The Party requesting the estoppel certificate will reimburse the certifying party the amount of the certifying Parry's costs incurred in the preparation and/or review of the estoppel certificate, not to exceed Five Hundred Dollars ($500.00). 10.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.10 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party thereafter. 10.11 No Third Party 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. 10.12 Force Majeure. 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, pandemic, fires, wars, riots or similar hostilities, recession (defined as two (2) consecutive quarters of decline in quarterly real U.S. Gross Domestic Product), 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. The Party claiming an extension or delay due to a force majeure event must (i) give written notice to the other Party within sixty (60) days following the onset of the event giving rise to the force majeure delay, and (ii) give written notice to the other Party within thirty (30) days following the cessation of the event giving rise to the force majeure delay. If any force majeure events occur, the Term of this Agreement and the time for performance by either Party of any of its obligations hereunder will be extended for the period of time that such events prevented such performance, provided that the Term of this Agreement shall not be extended under any circumstances due to a force majeure event for more than five (5) years. 10.13 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. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 25 DOC #2022-0313126 Page 29 of 49 10.14 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 the 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. 10.15 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. 10.16 Survival of Certain Rights and Obligations. Upon the expiration or earlier termination of this Agreement, the entirety of CITY'S and OWNER'S rights and obligations arising under this Agreement will automatically end and be of no further force or effect, except the following: (a) rights and obligations which accrued prior to the expiration or termination of this Agreement, and (b) rights and obligations which specifically state that they will survive the expiration or termination of this Agreement. 10.17 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private 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 by the owner of such property. 10.18 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 Agreement. 10.19 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain. No provision of this Agreement shall be construed to limit the CITY'S obligations and liabilities arising from or related to the exercise of CITY'S power of eminent domain. 10.20 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Community Development Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 26 DOC #2022-0313126 Page 30 of 49 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 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. 6638). 10.21 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership, or business entity and warrants and represents that he or she/they have the authority to bind OWNER to the performance of its obligations hereunder. 10.22 Joint and Several Obligations. 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 that has been finally subdivided ( or ground lessor of any portion of the Property with a term in excess of 15 years ) and sold/leased 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 expressly provided for herein as it relates to such portion of the Property ( and not defaults relating to other lots within the Project). 10.23 Good Faith and Fair Dealing. The Parties hereby expressly incorporate a mutual covenant of good faith and fair dealing with respect to their interpretation hereof and respective performance under this Agreement. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 [Signatures on following pages] 27 DOC #2022-0313126 Page 31 of 49 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VPV STATE STREET VILLAGE, LLC GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 OWNER VPV STATE STREET VILLAGE , LLC , a Delaware limited partnership By: VILLAGE PARTNERS VENTURES, LLC, a Delaware limited partnership, Its Managing Member By: Village Partners Investments, LLC, a California limited liability company, its administrative member By: Name: '/VL o v-r is Title: h.aS fr c cr Dated: ��k)y 21/ 2 0 2- 2 28 DOC #2022-0313126 Page 32 of 49 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California + rar j County of On before me Date personally appeared } %� /�y Here Insert Name and Title of theOfficer i Ct1(AJ /7 aa;S Name(%) of SignerO) who proved to me on the basis of satisfactory evidence to be the person() whose name(0) is/Ve subscribed to the within instrument and acknowledged to me that he/sire/VA executed the same in his/Iyer/tl1eir authorized capacity(ils), and that by his/h f/thiir signaturelt) on the instrument the person(,$), or the entity upon behalf of which the person(g) acted, executed the instrument. NEDA MANDAVI Notary Public County Z Orange Commission # 2312057 i My Comm. Expires Nov 9, 2023 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official sea Signature OPTIONAL ignature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — 0 Limited ❑ General ❑ Individual 0 Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — 0 Limited ❑ General ❑ Individual u Attorney in Fact ❑ Trustee 0 Guardian or Conservator ❑ Other: Signer is Representing: ©2019 National Notary Association 77, DOC #2022-0313126 Page 33 of 49 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VILLAGE PARTNERS VENTURES, LLC GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 CITY CITY OF REDLANDS, a California municipal Paul T.'Barich, Mayor ) Dated: ! - 25 - 2 2 By:--,%/171 ' f Charles M. Duggan, Jr., ity anager ATTEST: By: e Donaldson, City Clerk APPROVED AS TO LEGAL FORM: 29 vette M. Abich Garcia, City Attorney DOC #2022-0313126 Page 34 of 49 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of �XtV1 tG✓ViGt✓GLt r10 On �(4� j 2-5, 2422 — before me, 1V1 khU4Njo-1201c�41 U Date Here Insert Name and Tit/of the Officer personally appeared p(.ttitt ?IGtYi( CfriAV(tS H. P(miaii,.J✓. Name(s) igner(s) ‘.1/‘/ 1.�1 M'i 1 t L'IG✓�i►Gl i A1vie ►Q&v I4 -? who proved to me on the basis of satisfactory evidence to be the person() whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies , and that by his/her/ter signature(§) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. JENNIFER MACIAS Notary Public - California San Bernardino County Commission # 2388813 My Comm. Expires Dec 31. 2025 Place Notary Seal Above WITNESS my hand and official seal. Signature OPTIONAL gnature of Notary Public Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in F- ❑ Trustee ❑ Guardi- - . r Conservator ❑ Other: Signer Is Rep ing• Sign- '- lame: ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT A DOC #2022-0313126 Page 35 of 49 Order Number: NCS-947677-SD Page Number: 10 LEGAL DESCRIPTION Real property in the City of Redlands, County of San Bernardino, State of California, described as follows: PARCEL 1: PARCEL NO. A: PARCELS 1, 2 AND 5 OF PARCEL MAP NO. 2998, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 25 OF PARCEL MAPS, PAGES 90 THROUGH 92, INCLUSIVE, RECORDS OF SAID COUNTY. PARCEL NO. 1B: NON-EXCLUSIVE EASEMENTS OVER PORTIONS OF PARCEL 3, 4 AND 6 OF PARCEL MAP NO. 2998, RECORDED JANUARY 08, 1976 IN BOOK 25, PAGES 90 THROUGH 92, INCLUSIVE OF PARCEL MAPS, RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA AND LOTS 1 THROUGH 17, INCLUSIVE OF BLOCK B OF THE ORANGE GROVE ADDITION, AS PER MAP RECORDED IN BOOK 4, PAGE 38 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, AS EASEMENTS ARE SET FORTH IN SECTION IV OF THAT CERTAIN " CONSTRUCTION, OPERATION AND EASEMENT AGREEMENT' RECORDED APRIL 30, 1976 IN BOOK 8917, PAGE 1184, OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA. PARCEL 2: PARCEL 2A: PARCELS 3, 4 AND 6 OF PARCEL MAP NO. 2998, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 25 OF PARCEL MAPS, PAGES 90 TO 92, INCLUSIVE, RECORDS OF SAID COUNTY. PARCEL 2B: THAT PORTION OF LOTS 1 THROUGH 16, INCLUSIVE, IN BLOCK "B" OF ORANGE GROVE ADDITION, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 2 OF MAPS, PAGE 23, RECORDS OF SAID COUNTY; AND RECORDED IN BOOK 4 OF MAPS, PAGE 38, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF CITRUS A VENUE WITH THE CENTER LINE OF FOURTH STREET, AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 29, PAGE 61 RECORDS OF SURVEY; THENCE SOUTH 0 DEG. 02' 58" EAST ALONG SAID CENTER LINE OF FOURTH STREET, 157.65 FEET; THENCE SOUTH 89 DEG. 57' 45" WEST, 27.01 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89 DEG. 57' 45" WEST, 408.91 FEET, LAST SAID COURSE BEING PARALLEL WITH AND 10.00 FEET NORTH (MEASURED AT RIGHT ANGLES) OF THE CENTER LINE OF AN ALLEY, AS SHOWN ON SAID ORANGE GROVE ADDITION; THENCE NORTH 33 DEG. 55' 28" WEST, 88.18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 17.00 FEET, LAST SAID STRAIGHT LINE COURSE BEING PARALLEL WITH AND 32.00 FEET NORTHEASTERLY (MEASURED AT RIGHT ANGLES) OF THE CENTER LINE OF EUREKA STREET; THENCE NORTHERLY AND EASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 101 DEG. 36' 17", 30.15 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 258.81 FEET; THENCE EASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 22 DEG. 17' 49", 100.72 FEET TO A POINT OF TANGENCY WITH A LINE PARALLEL WITH AND 40.00 FEET SOUTH (MEASURED AT RIGHT ANGLES) OF THE CENTER LINE OF CITRUS A VENUE, AS SHOWN ON SAID RECORD OF SURVEY; THENCE NORTH 89 DEG. 58' 38" EAST, ALONG LAST SAID PARALLEL LINE, 335.19 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 17.00 FEET; THENCE EASTERLY AND SOUTHERLY ALONG LAST SAID CURVE First American Title Insurance Company EXHIBIT A - PAGE 1 OF 2 DOC #2022-0313126 Page 36 of 49 Order Number: NCS-947677-SD Page Number: 11 THROUGH A CENTRAL ANGLE OF 89 DEG. 58' 24", 26.70 FEET TO A POINT OF TANGENCY WITH A LINE PARALLEL WITH AND 27.00 FEET WEST (MEASURED AT RIGHT ANGLES) OF SAID CENTER LINE OF FOURTH STREET; THENCE SOUTH 0 DEG. 02' 58" EAST, 100.65 FEET TO THE TRUE POINT OF BEGINNING. TOGETHER WITH THAT PORTION OF LOT 17 IN BLOCK "B" OF ORANGE GROVE ADDITION, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS RECORDED IN BOOK 2 OF MAPS, PAGE 23, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT; THENCE NORTH 0 DEG. 01' 13" WEST, ALONG THE EAST LINE OF SAID LOT TO ITS INTERSECTION WITH A LINE PARALLEL WITH AND 10.00 FEET NORTHERLY OF THE CENTER LINE OF AN ALLEY, AS SHOWN IN SAID BLOCK, LAST SAID INTERSECTION BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 89 DEG. 57' 45" WEST ALONG LAST LINE, 5.55 FEET TO IT'S INTERSECTION WITH A LINE PARALLEL WITH AND 35.00 FEET NORTHEASTERLY OF THE CENTER LINE OF EUREKA STREET; THENCE NORTH 33 DEG. 55' 28" WEST, ALONG LAST SAID LINE, 89.17 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 17.00 FEET; THENCE NORTHERLY AND EASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 102 DEG. 07' 33", 30.30 FEET TO A POINT OF COMPOUND CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 258.81 FEET; THENCE EASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 10 DEG. 58' 14", 49.55 FEET TO THE INTERSECTION WITH SAID EAST LINE OF LOT 17; THENCE SOUTH 0 DEG. 01' 13" EAST ALONG LAST SAID LINE TO THE TRUE POINT OF BEGINNING, BY DEED RECORDED DECEMBER 17, 1975, IN BOOK 8826, PAGE 853, OFFICIAL RECORDS. APN(S): 0171-053-01-0-000, 0171-053-02-0-000, 0171-053-03-0-000, 0171-053-04-0-000, 0171-053-05- 0-000, 0171-053-06-0-000, 0171-251-06-0-000, 0171-251-07-0-000, 0171-251-08-0-000, 0171-251-09,0-000 and 0171-251-10-0-000 EXHIBIT A PAGE 2 OF 2 First American Title Insurance Company DOC #2022-0313126 Page 37 of 49 EXHIBIT B TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VILLAGE PARTNERS VENTURES, LLC GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 Map showing Property and its location EXHIBIT B DOC #2022-0313126 Page 38 of 49 EXHIBIT C TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VILLAGE PARTNERS VENTURES, LLC Existing Development Approvals 1. Redlands City Council Resolution No. 8337 Adopting Initial Study and Sustainable Communities Environmental Assessment Document Prepared for State Street Village Mixed Use Project. 2. Redlands City Council Resolution No. 8338 Approving Redlands General Plan Amendment No. 142. 3. Redlands City Council Resolution No. 8339 Approving Conditional Use Permit No. 1155 and Commission Review and Approval No. 933. 4. Redlands City Council Resolution No. 8340 Approving Conditional Use Permit No. 1156 and Approving Commission Review and Approval No. 934. 5. Redlands City Council Resolution No. 8341 Approving Vesting Tentative Tract Map No. 20425. 6. The Specific Plan (as defined in Subsection 1.1 (W) of this Agreement). NOTE: The Existing Development Approvals include all plans and documents referenced in the above Existing Development Approvals including, without limitation, in the Specific Plan. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 EXHIBIT C DOC #2022-0313126 Page 39 of 49 EXHIBIT D TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VILLAGE PARTNERS VENTURES, LLC Existing Land Use Regulations 1. City of Redlands 2035 General Plan, adopted December 5, 2017. 2. City of Redlands Zoning Regulations (Title 18 of the Redlands Municipal Code), as amended. 3. The Specific Plan (as defined in Subsection 1.1 (W) of this Agreement). GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 EXHIBIT D DOC #2022-0313126 Page 40 of 49 EXHIBIT E TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VILLAGE PARTNERS VENTURES, LLC GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 Schedule of Impact Fees [attached] EXHIBIT E DOC #2022-0313126 Page 41 of 49 EXHIBIT E TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VPV STATE STREET VILLAGE, LLC. RESOLUTION NO. 7951 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS ESTABLISHING DEVELOPMENT IMPACT FEES FOR ACCESSORY DWELLING UNITS WITH RESPECT TO SEWER, WATER, SOLID WASTE, ACQUISITION OF WATER STOCK AND WATER RIGHTS, OPEN SPACE AND PARKS, TRANSPORTATION, AND PUBLIC FACILITIES, RESTATING SUCH DEVELOPMENT IMPACT FEES FOR ALL OTHER TYPES OF DEVELOPMENT, AND RESCINDING RESOLUTION NO. 7907 WHEREAS, Chapters 3.32, 3.44, 3.48, 3.54, 3.56, 3.60, 3.70 and 13.40 of the Redlands Municipal Code establish, respectively, Open Space and Parks, Sewer Capital Improvement, Water Capital Improvement, Transportation Improvements, Storm Drain Facilities, Public Facilities Fees, Solid Waste Improvement, and the Acquisition of Water Stock And Water Rights, to implement the City's General Plan to ensure that public facilities improvements which meet City standards are available concurrent with the need caused for such facilities by new development in the City; and WHEREAS, it is now the desire of the City Council of the City of Redlands ("this City Council") to establish development impact fees for Accessory Dwelling Units; and WHEREAS, on August 31, 2018, DTA, formally known as David Taussig and Associates, prepared a study in accordance with Government code section 66000 et seq. for the City recommending the amounts of development impact fees which may be imposed for Accessory Dwelling Units; and WHEREAS, the development impact fee provisions of the Redlands Municipal Code provide that the specific amounts of fees shall be established by resolution of this City Council; and WHEREAS, by purposes of efficiency, it is further the desire of this City Council to establish the development impact fees for Accessory Dwelling Units and restate the development impact fees for all other categories of development within this one resolution; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redlands as follows: Section 1. The Open Space and Parks Fee is hereby established in the following amounts: Residential Development Fee per dwelling unit 1. Accessory Dwelling Unit (more than 700 sq. ft.) $2,454.85 Accessory Dwelling Unit (less than or equal to 700 sq. ft.) $1,841.14 2. Single Family $3,959.94 3. Multi -Family $3,624.62 4. Transit Oriented $2,454.85 Section 2. The Library Fee is hereby established in the following amounts: Residential Development Fee per dwelling unit 1. Accessory Dwelling Unit (more than 700 sq. ft.) $164.02 1 I:\Resolutions\Res 7900-79991Reso Corrected 7951 Development Impact Fees Rescinding 7907.docx DOC #2022-0313126 Page 42 of 49 EXHIBIT E TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VPV STATE STREET VILLAGE, LLC. Accessory Dwelling Unit (Iess than or equal to 700 sq. ft.) 2. Single Family 3. Multi -Family 4. Transit Oriented $123.01 $264.58 $242.18 $164.02 Section 3. The Storm Drain Facilities Fee is hereby established in the following amounts: Residential Fee per dwelling unit 1. Single Family $700.00 2. Multi -Family $343.00 3. Transit Oriented $343.00 Non -Residential Fee per 1,000 square feet of building area 1. Retail $170.00 2. Commercial $170.00 3. Food Service and Entertainment $170.00 4. Office $170.00 5. Warehousing - Standard $150.00 6. Warehousing - High Cube $150.00 7. Manufacturing and Assembly $150.00 8. Industrial/Other $150.00 9. Institutional and Health Care $150.00 Non -Residential Fee per room (single guest room or suite) 1. Hotel / Motel $170.00 Section 4. The Public Facilities Fee is hereby established in the following amounts: Residential Development Fee per dwelling unit 1. Accessory Dwelling Unit (more than 700 sq. ft.) $425.55 Accessory Dwelling Unit (less than or equal to 700 sq. ft.) $319.16 2. Single Family $686.45 3. Multi -Family $628.33 4. Transit Oriented $425.55 Non -Residential Fee per 1,000 square feet of building area 1. Retail $197.03 2. Commercial $83.13 3. Food Service and Entertainment $1,068.13 4. Office $852.83 5. Warehousing - Standard $266.06 6. Warehousing - High Cube $44.83 2 1:\Resolutions\Res 7900-7999\Reso Corrected 7951 Development Impact Fees ReSCinding 7907.docx DOC #2022-0313126 Page 43 of 49 EXHIBIT E TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VPV STATE STREET VILLAGE, LLC. 7. Manufacturing and Assembly 8. Industrial/Other 9. Institutional and Health Care $230.16 $217.54 $ 439.10 Non -Residential Fee per room (single guest room or suite) 1. Hotel / Motel $198.70 Section 5. The Fire Protection Facilities Fee is hereby established in the following amounts: Residential Development Fee per dwelling unit 1. Accessory Dwelling Unit (more than 700 sq. ft.) $357.74 Accessory Dwelling Unit (less than or equal to 700 sq. ft.) $268.31 2. Single Family $577.08 3. Multi -Family $528.21 4. Transit Oriented $357.74 Non -Residential Fee per 1,000 square feet of buildine area 1. Retail $165.64 2. Commercial $69.89 3. Food Service and Entertainment $897.94 4. Office $716.94 5. Warehousing - Standard $223.67 6. Warehousing - High Cube $37.69 7. Manufacturing and Assembly $193.49 8. Industrial/Other $182.88 9. Institutional and Health Care $369.14 Non -Residential Fee per room (single guest room or suite) 1. Hotel / Motel $167.04 Section 6. The Police Facilities Fee is hereby established in the following amounts: Residential Development Fee per dwelling unit 1. Accessory Dwelling Unit (more than 700 sq. ft.) $18.67 Accessory Dwelling Unit (less than or equal to 700 sq. ft.) $14.00 2. Single Family $30.11 3. Multi -Family $27.56 4. Transit Oriented $18.66 Non -Residential Fee per 1.000 square feet of building area 1. Retail $8.64 2. Commercial $3.65 3. Food Service and Entertainment $46.85 4. Office $37.40 3 I:\Resolutions\Res 7900-7999\Reso Corrected 7951 Development impact Fees Rescinding 7907.docx DOC #2022-0313126 Page 44 of 49 EXHIBIT E TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VPV STATE STREET VILLAGE, LLC. 5. Warehousing- Standard 6. Warehousing - High Cube 7. Manufacturing and Assembly 8. Industrial/Other 9. Institutional and Health Care Non -Residential 1. Hotel / Motel Section 7. amounts: $11.67 $1.97 $10.09 $9.54 $19.26 Fee per room (single guest room or suite) $8.71 The Transportation System Improvements Fee is hereby established in the following Residential Development 1. Accessory Dwelling Unit (more than 700 sq. ft.) Accessory Dwelling Unit (less than or equal to 700 sq. ft.) 2. Single Family 3. Multi -Family 4. Transit Oriented Non -Residential 1. Retail 2. Commercial 3. Food Service and Entertainment 4. Office 5. Warehousing- Standard 6. Warehousing - High Cube 7. Manufacturing and Assembly 8. Industrial/Other 9. Institutional and Health Care Non -Residential Fee per dwelling unit $937.54 $703.16 $1,512.36 $1,048.32 $1,074.63 Fee per 1,000 square feet of building. area $3,438.17 $3,331.11 $6,977.94 $2,007.94 $709.44 $262.62 $388.46 $1,271.14 $3,009.17 Fee per room (single guest room or suite) 1. Hotel / Motel $1,049.11 In lieu of using the San Bernardino County Congestion Management Program manual, the transportation system improvements fee for a non-residential project may be determined, at the discretion of the Municipal Utilities and Engineering Director, by use of an approved engineering traffic study to establish a more precise number of trips generated by that specific non-residential project to determine Transportation fees at the fee rate of $334.29 per trip which is the same per trip rate used in the establislunent of the specific transportation rates listed above. Section 8. The Sewer Capital Improvement Fee is hereby established in the following amounts Residential Fee per dwelling unit 1. Accessory Dwelling Unit (more than 700 sq. ft.) $824.65 Accessory Dwelling Unit (less than or equal to 700 sq. ft.) $618.49 4 1:\Resolutions\Res 7900-7999\Reso Corrected 7951 Development Itnpact Fees Rescinding 7907.docx DOC #2022-0313126 Page 45 of 49 EXHIBIT E TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VPV STATE STREET VILLAGE, LLC. 2. Single Family 3. Multi -Family 4. Building Permit issued prior To November 1, 1961 5. Senior Restricted dwelling unit $3,130.00 $2,295.00 $366.00 $1,774.00 Non -Residential Fee per 100 gallons per day estimated flow 1. Retail/Commercial $1,482.00 Note, the Sewer Capital Improvement Fee shall not be applicable to any accessory dwelling unit created within the existing space of a single family residence or accessory structure, including but not limited to, a studio, pool house, or other similar structure. Section 9. The Water Capital Improvement Fee is hereby established in the following amounts Residential Fee per dwelling unit 1. Accessory Dwelling Unit (more than 700 sq. ft.) $1,146.08 Accessory Dwelling Unit (less than or equal to 700 sq. ft.) $859.56 2. Single Family (more than 1 acre) $9,431.00 Single Family (more than 21,000 sq. ft.) $6,896.00 Single Family (11,000 - 21,000 sq. ft.) $5,623.00 Single Family (less than 11,000 sq. ft.) $4,350.00 3. Multi -Family $2,181.00 4. Senior Restricted dwelling unit $1,096.00 Non -Residential Fee per 100 cubic ft. per month estimated demand 1. Retail/Commercial $188.00 Note, the Water Capital Improvement Fee shall not be applicable to any accessory dwelling unit created within the existing space of a single family residence or accessory structure, including but not limited to, a studio, pool house, or other similar structure. Section 10. The Solid Waste Capital Improvement Fee is hereby established in the following amounts Residential Fee per dwelling unit 1. Accessory Dwelling Unit (more than 700 sq. ft.) $325.00 Accessory Dwelling Unit (less than or equal to 700 sq. ft.) $325.00 2. Single Family $650.00 3. Multi -Family $325.00 Non -Residential Fee PPD estimated waste stream 1. Retail/Commercial $52.00 5 1:\Resolutions\Res 7900-7999\Reso Corrected 7951 Development Impact Fees Rescinding 7907. d ocx DOC #2022-0313126 Page 46 of 49 EXHIBIT E TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VPV STATE STREET VILLAGE, LLC. Section 11. The Acquisition of Water Stocks and Water Rights following amounts Residential 1. 'Accessory Dwelling Unit (more than 700 sq. ft.) Accessory Dwelling Unit (less than or equal to 700 sq. ft.) 2. Single Family (more than 1 acre) Single Family (more than 21,000 sq. ft.) Single Family (11,000 - 21,000 sq. ft.) Single Family (less than 11,000 sq. ft.) 3. Multi -Family 4. Senior Restricted dwelling unit Fee is hereby Fee per dwelling unit $206.29 $154.72 $1,701.00 $1,242.00 $1,023.00 $783.00 $397.00 $167.00 established in the Non -Residential Fee per 100 cubic ft. per month estimated demand 1. Retail/Commercial $33.00 Note, the Water Stocks and Water Rights Fee shall not be applicable to any accessory dwelling unit created within the existing space of a single family residence or accessory structure, including but not limited to, a studio, pool house, or other similar structure. Section 12. Notwithstanding any other section of this resolution, the development impact fees for Accessory Dwelling Units established herein shall take effect thirty (30) days after the effective date of City of Redlands Ordinance No. 2880. Section 13. This resolution shall take effect on April 2, 2019. 6 I:\Resolutions\Res 7900-7999\Reso Corrected 7951 Development Impact Fees Rescinding 7907.docx DOC #2022-0313126 Page 47 of 49 EXHIBIT E TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VPV STATE STREET VILLAGE, LLC. ADOPTED, SIGNED AND APPROVED this 2nd day of April, 2019. Paul W. Foster, Mayor ATTEST: Jefine Donaldson, City Clerk 7 IAResolutions\Res 7900-7999'\Reso Corrected 7951 Development Impact Fees Rescinding 7907.docx DOC #2022-0313126 Page 48 of 49 EXHIBIT E TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VPV STATE STREET VILLAGE, LLC. I, Jeanne Donaldson, City Clerk of the City of Redlands, hereby certify that the foregoing Resolution was duly adopted by the City Council at a regular meeting thereof, held on the 2nd day of April, 2019, by the following vote: AYES: Councilmembers Barich, Tejeda, Momberger, Davis; Mayor Foster NOES: None ABSTAIN: None ABSENT: None onaldson, City Clerk 8 I:'Resolutions\Res 7900-7999\Reso Corrected 7951 Development Impact Fees Rescinding 7907.docx DOC #2022-0313126 Page 49 of 49 EXHIBIT F TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND VILLAGE PARTNERS VENTURES, LLC Fee Credits OWNER shall be entitled to a credit against Development Impact Fees in the amount equal to the fees otherwise determined on a per square foot basis with respect to the square footage of retail/commercial buildings to be demolished by OWNER within the existing Redlands Mall as described in the Development Plan. For example, if OWNER demolishes 1000 square feet of retail space within the Redlands Mall, OWNER is entitled to a fee credit in the amount of Development Impact Fees which would be imposed by the City on the construction of 1000 square feet of new retail space. The credits may be used for Development Impact Fees for uses other than retail space. GNW\ 30726-0020\ 758683.5 5/19/2022 17942.00145\34822272.7 06/17/22 EXHIBIT F