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Home My WebLink AboutAgenda - Agenda Packets - Regular Meeting 9/2/2010REQUEST TO SPEAK. CITY COUNCIL AGENDA ITEM#: 4-, 36 SUBJECT: DATE: IN FAVOR: Name: v'79 $ NEUTRAL: ❑ /VG, z zr T 16, IN OPPOSITION: ❑ Representing: /1--)C fr) Address: 1170 6 5. h.:iv 8Y S 7 City: 5, %A/ :4 A/ Tp Telephone No: ‘/ f%� 6 J76 '2Z Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. REQUEST TO SPEAK CITY COUNCIL AGENDA ITEM: SUBJECT: ?� �� , DATE: IN FAV Name: Representing: Address© City: 2v w, k 11 NEUTRAL: IN OPPOSITION: ❑ Telephone No: Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. Name: REQUEST TO SPEAK - CITY COUNCIL AGENDA ITEM#:cQSUBJECT: ?6 i C- CaM-INI, DATE: IN FAVOR: ❑ NEUTRAL: FaNL eb, IN OPPOSITION: ❑ Representing: G:.l Address: (----(6\tskcL City: ti -'" Telephone No: Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. REQUEST TO SPEAK CITY COUNCIL AGENDA ITEM#:? . (0 SUBJECT: DATE: a - /0 IN FACIAVVOR: - Name: Tbc U Q. j" Representing: NEUTRAL: ❑ IN OPPOSITION: ❑ Address: 1 993 1--Le wi ll way 1 City:u Cr Telephone No: 90 ' 2 3 1 r Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. REQUEST TO SPEAK CITY COUNCIL AGENDA ITEM#: '4/ SUBJECT: Zdr---° DATE: �72 %c2 IN FAVOR: ❑ Name: 4 ,n V NEUTRAL: 0 IN OPPOSITION: ❑ ,74- i6 if 9ZZ-X Representing: /fit 80 if S Address: S City: SIM/ 79cr,' -Td Telephone No: t�9 1 »6 Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. REQUEST TO SPEAK - CITY COUNCIL AGENDA ITEM#SUBJECT: ..,i< yc kti c -� kilo k '° c i-1 DATE: 9/40 IN FAVOR: ❑ NEUTRAL: ❑ IN OPPOSITION: Name: . / 0F,f`'.4) J Lre,i Representing: Address: //O� City: /41 , oC)/ Jz,) Telephone No: QS/ , 6 s-1-/- )� _ Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. REQUEST TO SPEAK - CITY COUN9L AGENDA ITEM#2 6 DATE: q L- ) li IN F OR: ❑ Name: -ss Representing: Address: SUBJECT: NEUTRAL: 0 IN OPPOSITION: ❑ c Q7 7-)6-etoss?. City: 7,g'1 Telephone No: Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. REQUEST TO SPEAK. CITY COUNCIL AGENDA IT M#� ' a SUBJECT: DATE: IN FAVOR: ❑ Name: - Representing: Address: City: NEUTRAL: ❑ / 1(e IN OPPOSITION: Telephone No: Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. CITY COUNC DATE: IN F Name: L GENDA ITEM#: R: ❑ REQUEST TO SPEAK' SUBJECT: 6� Gar NEUTRAL: IN OPPOSITION: ❑ Representing: Address: City: > Telephone No: 5 ( 9 as- ` a.3(6 Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. REQUEST TO SPEAK CITY COUNCIL AGENDA ITEM,._ SUBJECT: A r, <%/ 2 exteP DATE: �~ IN FAVOR: Name: Representing: r Address: bO.> City: NEUTRAL: ❑ IN OPPOSITION: ❑ • G T Telephone No: 76 0 2/' _T6 `� Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. REQUEST TO SPEAK CITY COUNCIL AGENDA ITEM#: CX .0 SUBJECT: DATE: IN FAVOR: ❑ NEUTRAL: ❑ IN OPPOSITION: ❑ Name: z & / Lc ?Q Representing: Cerr)T Address: E.6 6 (1 K ( v b42p City: Telephone No: Individual speakers wishing to address an agenda item are requested to complete this card. Although you are not required to complete this card, the information will assist the City in addressing the issue(s) you raise. Individual speakers are limited to three minutes for their presentation. Organized presentations with more than one speaker are limited to 15 minutes, at the discretion of the Mayor and Council. When speaking, be brief, stay on the subject. The Mayor will call you to speak at the appropriate time. Please make your presentation from the microphone. HAND SPEAKER SLIPS TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. MEMORANDUM TO: Honorable Mayor and Members of Council FROM: Rick Miller, City Clerk DATE: September 2, 2010 SUBJECT: Mr. Jim Pangrazzi Honorable Mayor and Members of council, Attached is information that Mr. Pangrazzi provided to the city clerk's office for your review. Mr. Pangrazzi will be at tonight's council meeting to discuss the issues that he has been addressing regarding the intersection of Cottonwood and Kirby. The information attached includes 2 photos of the Southwest corner of Kirby & Cottonwood, with a 21 x 20 board on the ground reflecting the size and space a light pole would occupy. He contends that there is no need to acquire the property at this location in order to place a light pole there. If you have any questions, please let me know. Rick Miller City Clerk City of San Jacinto okrr77,,, " No OM, 0S00/3'„,„„„ ;,„ „ ' „ ?f;',er ';'{* „ 444, ',"e0)4,;,',.*4''''''';44'V: ''''41a444r"n',..0 5 „ 4,4 v v';04 4,,C#Atkerr, 0 i.OZ `Z aaquaaldes ueJd aoue!Idwo3 6u!snoH pue ueId uo!TeTueweIdwi JeaA-avid oTuioer ties jo Alio equo i ouo6d 1uewdoienope i • Required to adopt every 5 years • Used as a planning tool • � oes not constitute approval of the programs and expenditures e.uire. 'I • Goals and objectives • Potential projects and programs • Estimated expenditures • Correlate projects to goals • Affordable housing compliance Plan Duration Collect Tax Increment Incur New Debt Eminent Domain Tax Increment Limit Bonded Debt Limit • San Jacinto Project Area Original Area Amendment Area Soboba Springs Project Area 6/28/2025 12/28/2033 12/27/2028 6/28/2035 12/28/2043 12/27/2038 Eliminated 12/28/2013 12/27/2008 Expired Expired Expired $2,699,000,000 $5,000,000 $408,000,000 $5,000,000 Agency Accomplishments Estudillo Mansion Restoration Affordable Housing Down -Payment Assistance Program Community Center Rehabilitation Project 5 Year Non-Housin. ork ro.r • Public infrastructure improvements • Fa9ade grant program • Business incentive program • Downtown specific plan • Gateway specific plan • Business retention and attraction program • Total Expenditures - $13.4 million rriousin. . rK - r • Single family housing rehabilitation program • Enhanced senior grant program/mobile home park maintenance • Down -payment assistance program (with and without substantial rehabilitation) • Rental housing rehabilitation program • Developer assistance acquisition and rehabilitation program —rental and purchase property • Total Expenditures - $5.2 million Housing Compliance • Three Major Categories — Replacement Housing — Inclusionary Housing — Expenditures by Household Types Plan Inception o 2003-04 2004-05 to 2008-09 2009-10 to 2013-14 2015-16 to 2018-19** 2019-20 to Plan Duration** 1,104 Inclusionary Housing 'elopE 0 166 99 66 47 28 19 148 88 60 134 102 32 ,,,bA,WKONMNINAgrA (11) (7) 74 13 0 0 0 0 0 0 74 13 188 113 75 188 113 75 1,000 700 1,000 700 300 588 238 300 1,175 463 • Currently satisfying inclusionary housing requirements • Surplus of units at the end of the 10 year compliance period • Surplus of units at the end of the Redevelopment Plan xi enditures Y ousehol • edevelopment Law requires low/mod housing expenditures over next 10 years to be 45% very -low income, 49% low income and 6% moderate income households. • Expenditures for family (non -senior) at 60% and senior at 40%. S MEMORANDUM To: The Honorable Mayor and Members of the City Council From: Asher Hartel, Planning Director Date: September 2, 2010 Subject: Agenda item 4.3; Development Agreement No. 01-10 between the City of San Jacinto and Puente Holdings, LLC and PBJT 2008, LLC The final version of the development agreement negotiated by the applicant and City staff is attached. City staff will be available at the hearing if there are any questions as regards revisions since the packet was provided several days ago. Recorded at request of: Clerk, City Council City of San Jacinto When recorded return to: City of San Jacinto 595 S. San Jacinto Ave., Bldg. A San Jacinto, CA 92583 Attention: City Clerk This Development Agreement is recorded at the request and for the benefit of the City of San Jacinto and is exempt from the payment of a recording fee pursuant to California Government Code §§ 6103 and 27383. Space above this line for Recorder's Use Only DEVELOPMENT AGREEMENT NO. 01-10 A DEVELOPMENT AGREEMENT BETWEEN CITY OF SAN JACINTO and PUENTE HOLDINGS, LLC AND PBJT935927 2008 INVESTMENTS, LLC, BOTH CALIFORNIA LIMITED LIABILITY COMPANIES ORANGE\B W ARD\70863.1 DEVELOPMENT AGREEMENT NO. 01-10 This Development Agreement (hereinafter "Agreement") is entered into as of the Effective Date (as hereinafter defined) by and between the City of San Jacinto, a California municipal corporation (hereinafter "CITY"), on the one hand, and Puente Holdings, LLC, a California limited liability company, and PBJT935927 2008 Investments, LLC, a California limited liability company (hereinafter jointly, "OWNER"), on the other hand. CITY and OWNER are sometimes referred to herein collectively as the "PARTIES." RECITALS WHEREAS, 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; and WHEREAS, OWNER is the record owner of that certain real property more particularly described in Exhibit A attached to this Agreement (the "Property") and has requested CITY to enter into a development agreement, and proceedings have been taken to do so in accordance with the rules and regulations of CITY; and WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and WHEREAS, the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable; and WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement includes a copy of the mitigated negative declaration, described in Exhibit "C"; and WHEREAS, this Agreement and the Project are consistent with the CITY's Comprehensive General Plan and any Specific Plan applicable thereto; and WHEREAS, 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; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and WHEREAS, 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 ORANGE\B W ARD\70863.1 purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of 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 1.1.1 "Agreement" means this Development Agreement. 1.1.2 "Annual Monitoring Report" means the written report submitted by OWNER pursuant to Section 6.1 of this Agreement. 1.1.3 "Area A" means that portion of the Property consisting of Lots 1 through 22, inclusive, 151 through 159, inclusive, 185 through 220, inclusive, 232 through 278, inclusive, 282, 283 and 287 through 321, inclusive, of Tract No. 31886 in the City of San Jacinto, County of Riverside, State of California, as per map filed in Book 428, Pages 12 through 33, inclusive of Maps, in the Office of the County Recorder of Riverside County. 1.1.4 "Area B" means that portion of the Property consisting of Lots 23 through 150, inclusive, 160 through 184, inclusive, and 221 through 231, inclusive, of Tract No. 31886 in the City of San Jacinto, County of Riverside, State of California, as per map filed in Book 428, Pages 12 through 33, inclusive of Maps, in the Office of the County Recorder of Riverside County. 1.1.5 "CITY' means the City of San Jacinto, a municipal corporation, organized and existing pursuant to the laws of the State of California. 1.1.6 "City Council" means the governing body of the CITY. 1.1.7 "City Manager" means the person appointed by the City Council to serve as city manager in accordance with the municipal code of the CITY or, in the absence or disability of the City Manager, the person designated by the City Council to perform the duties of City Manager during the period of such absence or disability. GRANGE\BWARDv70863.1 Page 3 of 36 1.1.8 "Compliance Certificate" has the meaning given to such term in Section 6.7 of this Agreement. 1.1.9 "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" does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.10 "Development Agreement Fee for Area A" means the fee payable by OWNER pursuant to Subsection 4.3.2 of this Agreement with respect to each lot within Area A in the amount of one thousand dollars ($1,000) per lot. 1.1.11 "Development Agreement Fee for Area B" means the fee payable by OWNER pursuant to Subsection 4.3.2 of this Agreement with respect to each lot within Area B in the amount of one thousand dollars ($1,000) per lot. 1.1.12 "Development Agreement Policies" collectively or "Development Agreement Policy" individually means those certain development agreement policies approved by CITY pursuant to Resolution No. 2358, adopted on July 18, 2002, as amended. 1.1.13 "Development Approvals" means all permits and other entitlements for use subject to approval or issuance by CITY in connection with development of the Property including, but not limited to: (a) specific plans and specific plan amendments; (b) tentative and final subdivision and parcel maps; (c) conditional use permits, public use permits and plot plans; (d) zoning; (e) grading and building permits. 1.1.14 "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. 1.1.15 "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 a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but ORANGE\BWARD\70863.1 Page 4 of 36 does not include park "in lieu" fees specified in Government Code section 66477, fees for processing applications for governmental regulatory actions or approvals, fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4, or fees collected pursuant to agreements with redevelopment agencies, which provide for the redevelopment of property in furtherance or for the benefit of a redevelopment project for which a redevelopment plan has been adopted pursuant to the Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the Health and Safety Code). The term "Development Impact Fee" expressly includes any impact, public facilities or impact fee as set forth in Section 202 of the Development Agreement Policies. 1.1.16 "Development Impact Fee Credit" means the amounts set forth in Exhibit "E" to which OWNER shall be entitled to receive credit against the Development Impact Fees payable under and as provided in this Agreement. 1.1.17 "Development Plan" means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property. 1.1.18 "Effective Date" means the date the ordinance becomes effective. The Effective Date will be the day the parties agree to enter into the Agreement for purposes of Section 65864 et seq. of the Government Code. CITY and OWNER enter into this Agreement. The date the CITY and OWNER enter into this Agreement shall be the date the ordinance approving this Agreement becomes effective. Within ten (10) days following the defined Effective Date the City Clerk of the City of San Jacinto shall cause a copy of this Agreement to be recorded in the Official Records of Riverside County, California. 1.1.19 "Existing Development Approvals" means all Development Approvals approved or issued on or prior to the Effective Date. Existing Development Approvals includes the Approvals incorporated herein as Exhibit "C" and all other Approvals, which are a matter of public record on the Effective Date. 1.1.20 "Existing Land Use Regulations" means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations includes the Regulations incorporated herein as Exhibit "D" and all other Regulations which are a matter of public record on the Effective Date. 1.1.21 "General Plan" means The City of San Jacinto General Plan adopted by the CITY pursuant to California Government Code Section 65300 et seq. 1.1.22 "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, 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" does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing: (a) the conduct of businesses, professions, and occupations; ORANGE\BWARD\70863.1 Page 5 of 36 (b) taxes and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain. 1.1.23 "OWNER" means the persons and entities listed as OWNER on page one (1) of this Agreement and their successors in interest to all or any part of the Property. 1.1.24 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender, and their successors and assigns. 1.1.25 "Phase 1 Improvements" means the portion of the Ramona Expressway Improvements described in Subsection 4.3.2 of this Agreement. 1.1.26 "Phase 1 In -Lieu Fee" has the meaning given to such term in Subsection 4.3.2 of this Agreement. 1.1.27 "Phase 2 Improvements" means the portion Expressway Improvements described in Subsection 4.3.3 of this Agreement. 1.1.28 "Phase 2 In -Lieu Fee" has the meaning given to such term in Subsection 4.3.3 of this Agreement. 1.1.29 "Planning Director" means the person as designated by the City Council, to discharge for the city these duties prescribed hereinafter to be performed by the planning director as authorized by Chapter 3, Division 1, Title 7 of the Government Code, Statutes of the State of California. 1.1.30 "Project" means the development of the Property contemplated by the Development Plan as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement. 1.1.31 "Property" means the real property described on Exhibit "A" and shown on Exhibit "B" to this Agreement. 1.1.32 "Ramona Expressway Improvements" has the meaning given to such term in Subsection 4.3.1 of this Agreement. 1.1.33 "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. ORANGE\BWARD\70863.1 Page 6 of 36 1.1.34 "Subsequent Development Approvals" means all Development Approvals required subsequent to the Effective Date in connection with development of the Property. 1.1.35 "Subsequent Land Use Regulations" means any Land Use Regulations adopted and effective after the Effective Date of this Agreement. 1.1.36 "Term" has the meaning given to such term in Section 2.3 of this Agreement. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit "A" Legal Description of the Property. Exhibit "B" Map showing Property and its location. Exhibit "C" — Existing Development Approvals. Exhibit "D" — Existing Land Use Regulations. Exhibit "E" Fee Credits. Exhibit "F" — WRCOG Reimbursement Agreement. 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. 2.2 Ownership of Property. OWNER represents and covenants that it is the owner of the fee simple title to the Property or a portion thereof. 2.3 Term. Pursuant to Development Agreement Policy section 203, the initial term of this Agreement shall commence on the Effective Date, and shall continue for a period of ten (10) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing and pursuant to Development Agreement Policy section 203, the term of this Development Agreement may be extended for an additional five (5) years following expiration of the initial term, provided the following have occurred: (a) OWNER provides at least one hundred eighty (180) days written notice to CITY prior to the expiration of the initial term; and (b) CITY shall have issued building permits for at least sixty-seven percent (67%) of the single family residential units contemplated by the Project and for sixty-seven percent (67%) of the gross area of the commercial/industrial buildings contemplated by the Project; and (c) OWNER is not then in uncured default of this Agreement. ORANGE\BWARD\708631 Page 7 of 36 The initial term and, if and upon extension, the 5-year extension, shall sometimes be referred to herein collectively as the "Term." 2.4 Assignment. 2.4.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part, to any person, partnership, joint venture, limited liability company, corporation or other legal entity created by or under the authority of the laws of any state or federal law, at any time during the Term; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement that correspond to the portion of the Property being transferred and be made in strict compliance with the following conditions precedent: (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property. (b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement, in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement with respect to the Property acquired by the purchaser, transferee or assignee. Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by Owner under this Agreement and shall be void. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.4.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed and such agreement is approved by the City. 2.4.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement with respect to the transferred Property unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY with respect to the transferred Property upon the full satisfaction by such transferring OWNER of the following conditions: (a) OWNER no longer has a legal or equitable interest in all or any part of the Property. (b) OWNER is not then in default under this Agreement. (c) OWNER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 2.4.1 above. ORANGE\BWARD\70863.1 Page 8 of 36 (d) The purchaser, transferee or assignee provides CITY with security deemed sufficient by the CITY to cover any security previously provided by OWNER to secure performance of its obligations hereunder with respect to the Property being acquired by such purchaser, transferee or assignee. 2.4.3 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the teiiiis and conditions of this Section. 2.4.4 Partial Release of Purchaser, Transferee or Assignee of Industrial or Commercial Lot. A purchaser, transferee or assignee of a lot, which has been finally subdivided as provided for in the Development Plan and for which a commercial or industrial plot plan for development of the lot has been finally approved pursuant to the Development Plan, may submit a request, in writing, to CITY to release said lot from the obligations under this Agreement relating to all other portions of the property. Within thirty (30) days 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. No such release approved pursuant to this Subsection 2.4.4 shall cause, or otherwise affect, a release of OWNER from its duties and obligations under this Agreement. 2.4.5 Ten iiination of Agreement With Respect to Individual Lots Upon Sale to Public and Completion of Construction. The provisions of Subsection 2.4.1 shall not apply to the sale or lease (for a period longer than one year) of any lot which has been finally subdivided and is individually (and not in "bulk") sold or leased to a member of the public or other ultimate user. Notwithstanding any other provisions of this Agreement, this Agreement shall terminate with respect to any individual lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: (a) The lot has been finally subdivided and individually (and not in "bulk") sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and, (b) A certificate of occupancy has been issued by CITY for a building on the lot, and the fees set forth under Section 4 of this Agreement have been paid. CITY shall cooperate with OWNER, at no cost to CITY, in executing in recordable form any document that OWNER may submit to confirm teiliiination of this Agreement as to any such individual lot. 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 Article 5 of the Development Agreement Policies. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. 2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: ORANGE\BWARD\70863.1 Page 9 of 36 (a) Expiration of the stated Term as set forth in Section 2.3. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement. (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications. (e) Termination of this Agreement based on any default of OWNER and following the termination proceedings required by Articles 7 and 8 of the Development Agreement Policies. Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement, which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid pursuant to Section 4.2 of this Agreement by OWNER to CITY for residential units on which construction has not yet begun shall be refunded to OWNER by CITY within ten (10) days following such termination. 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; or (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) on the date of delivery shown in the records of the facsimile machine after transmission by facsimile to the recipient named below. All notices shall be addressed as follows: If to CITY: City of San Jacinto 595 S. San Jacinto Ave., Bldg. A San Jacinto, CA 92583 Attn: City Manager Telephone: (951) 487-7342 Facsimile: (951) 654-3728 ORANGE\BWARD\70863.1 Page 10 of 36 Copy to: Best, Best & Krieger, LLP 3500 Porsche Way, Suite 200 Ontario, CA 91764 Attn: City Attorney Telephone: (909) 989-8584 Facsimile: (909) 944-1441 If to OWNER: Puente Holdings, LLC 6055 Abbottswood Row La Jolla, CA 92037 PBJT935927 2008 Investments, LLC 650 Towne Center Drive, Suite 1200 Costa Mesa, CA 92626 with a copy to: with copy to: [INSERT OWNER COUNSEL] Eisner Frank & Kahan 9601 Wilshire Boulevard, Suite 700 Beverly Hills, CA 90210 Attention: Salvador P. LaVilla, Esq. Telephone: (310) 855-3200 Email: slavina@eisnerlaw.com (c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3. NO VESTED RIGHT OF DEVELOPMENT OF THE PROPERTY. 3.1 No Vested Right to Develop. Pursuant to Section 65866 of the California Government Code, the OWNER shall have no vested right to develop the Property and neither this Agreement or any Existing Development Approval give the OWNER a vested right to develop the Property. 3.2 Phasing Plan. Development of the Property shall be subject to all timing and phasing requirements established by the Development Plan. ORANGE\BWARD\70863.I Page 11 of 36 3.3 Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event OWNER finds that a change in the Existing Development Approvals is necessary or appropriate, OWNER shall apply for a Subsequent Development Approval to effectuate such change and CITY shall process and act on such application in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, any such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit "C", and may be further changed from time to time as provided in this Section. Unless otherwise required by law, as determined in CITY's reasonable discretion, a change to the Existing Development Approvals shall be deemed "minor" and not require an amendment to this Agreement provided such change does not: (a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as a whole; or, (c) Increase the maximum height and size of permitted buildings; or, (d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or, (e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code. 3.4 Reservations of Authority. 3.4.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Property. (a) Processing fees and charges of every kind and nature imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (c) Regulations, policies and rules governing engineering and construction standards and specifications applicable to public and private improvements, including, without limitation, the CITY's Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code. (d) Regulations imposing Development Exactions; provided, however, that no such subsequently adopted Development Exaction shall be applicable to development of the Property unless such Development Exaction is applied uniformly to development, either ORANGE\.BWARD\70863.1 Page 12 of 36 throughout the CITY or within a defined area of benefit which includes the Property. No such subsequently adopted Development Exaction shall apply 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 any such subsequently adopted Development Exaction fulfills the same purposes, in whole or in part, as the fees set forth in Section 4 of this Agreement, CITY shall allow a credit against such subsequently adopted Development Exaction for the fees paid under Section 4 of this Agreement to the extent such fees fulfill the same purposes. (e) Regulations which may be in conflict with this Agreement and the Development Plan, if the CITY determines that the failure of the CITY to apply such Subsequent Land Use Regulations would place the residents of the Property, or the residents of the CITY, or both, in a condition dangerous to their health or safety, or both. To the extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (f) Regulations that do not conflict with the rules, regulations and policies set forth in this Agreement and the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of 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. (g) Regulations which are in conflict with this Agreement or the Development Plan provided OWNER has given written consent to the application of such regulations to development of the Property. (h) Development Impact Fees that are not in existence as of the execution of this Agreement. 3.4.2 Subsequent Development Approvals. 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. Notwithstanding the foregoing, the CITY agrees that (i) it shall process and respond in writing to OWNER no later than ten (10) business days after submittal by OWNER of its building construction drawings for plan check review to the CITY's Building Department and/or Engineering Division; and (ii) a request for design review approval from OWNER shall be presented to and acted upon by the CITY's Planning Commission no later than thirty (30) days after the CITY receives a completed application from OWNER for such design review approval. 3.4.3 Modification or Suspension by State or Federal Law. 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 ORANGE\BWARD\70863.I Page 13 of 36 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. 3.4.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power, which cannot be so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority which cannot be restricted by contract. 3.5 Public Works. If OWNER is required by this Agreement to construct any public works facilities that will be dedicated to CITY or any other public agency upon completion, and if required by applicable laws to do so, OWNER shall perform such work in the same manner and subject to the same requirements as would be applicable to CITY or such other public agency should it have undertaken such construction. 3.6 Provision of Real Property Interests by CITY. In any instance where OWNER is required to construct any public improvement on land not owned by OWNER, OWNER shall at its sole cost and expense provide or cause to be provided, the real property interests necessary for the construction of such public improvements. In the event OWNER is unable, after exercising reasonable efforts, including, but not limited to, the rights under Sections 1001 and 1002 of the Civil Code, to acquire the real property interests necessary for the construction of such public improvements, and if so instructed by OWNER and upon OWNER'S provision of adequate security for costs CITY may reasonably incur, CITY shall negotiate the purchase of the necessary real property interests to allow OWNER to construct the public improvements as required by this Agreement and, if necessary, in accordance with the procedures established by law, use its power of eminent domain to acquire such required real property interests. OWNER shall pay all costs associated with such acquisition or condemnation proceedings. This Section 3.8 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the development of the Project under the Subdivision Map Act or other legal authority. 3.7 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. CITY shall cooperate with OWNER in its efforts to obtain such additional peiuiits and approvals as may be required by other public agencies having jurisdiction over the Property or any portion thereof, provided such permits and approvals are consistent with applicable regulatory requirements and OWNER pays the reasonable cost of such cooperation. 3.8 Utilities. In accordance with Section 201(h) of the Development Agreement Policies, 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 the CITY for ORANGE\BWARD\70863.1 Page 14 of 36 CITY -owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. 4. PUBLIC BENEFITS. 4.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further 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. 4.2 Development Agreement and In -Lieu Fees. 4.2.1 Time of Payment. The Development Agreement Fee for Area A and the Development Agreement Fee for Area B shall be paid by OWNER (or if Area A and/or Area B are transferred to another person in accordance with the provisions of Section 2.4 of this Agreement, each individual OWNER) to CITY in the manner described in Subsections 4.3.2 and 4.3.3, respectively. No Development Agreement Fee for Area A or Development Agreement Fee for Area B shall be payable for any building permit issued prior to the Effective Date of this Agreement, but the Development Agreement Fee for Area A or the Development Agreement Fee for Area B, as applicable, shall be paid with respect to such lot prior to the re -issuance or extension of any building permit for a residential unit for which either the Development Agreement Fee for Area A or the Development Agreement Fee for Area B, as applicable, has not previously been paid. The CITY also has the discretion to defer collection of the Development Agreement Fee for Area A and/or the Development Agreement Fee for Area B pursuant to Development Agreement Policy section 202. The Phase 1 In -Lieu Fee and the Phase 2 In -Lieu Fee shall be paid by OWNER (or if Area A and/or Area B are transferred to another person in accordance with the provisions of Section 2.4 of this Agreement, each individual OWNER) to CITY in the manner described in Subsections 4.3.2 and 4.3.3, respectively. 4.2.2 Prepayment. In no event shall the prepayment of any Development Impact Fees or the Development Agreement Fee 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. Nothing contained in this Subsection 4.2.2 shall be construed as limiting the right of OWNER to receive a credit against any Development Agreement Fee for any Development Impact Fees or Development Agreement Fees previously paid by OWNER, as set forth in Subsection 4.2.1 hereof. For the purposes of Subsections 4.2.2 and 4.2.3 the term "OWNER" shall also include Shea Homes Limited Partnership, or any other authorized predecessor or successor in title to the Property to the persons executing this Agreement as OWNER. ORANGEBWARDA70863.1 Page 15 of 36 4.2.3 Credits. OWNER shall be entitled to credit against the Development Impact Fees for the dedication of land, the construction of improvements or the payment of fees only as specifically set forth in Exhibit "E". No increase in the credits set forth in Exhibit "E" shall be allowed for any item which is not specifically identified as a Development Impact Fee Credit on Exhibit "E". 4.3 Public Facilities/Improvements. 4.3.1 Ramona Expressway. As required by the Final Conditions of Approval for Tentative Tract 31886, Ramona Expressway shall be improved according to the plans described in Subsections 4.3.2 and 4.3.3 below and shall include street improvements, landscape improvements on Lot "V" of Tract 31886, the Bridge Road extension to Ramona Expressway, and a traffic signal at the intersection of Bridge Road and Ramona Expressway (collectively, the "Ramona Expressway Improvements"). The Parties agree that the Ramona Expressway Improvements shall be completed in two (2) phases, as more particularly described below. 4.3.2 Phase 1 — Street Improvements. The Phase 1 Improvements consist of the street improvements necessary to complete Ramona Expressway Improvements according to the Bridge Road Improvement Plans for Tract 31886 approved by the City of San Jacinto City Engineer on December 2007, the Ramona Boulevard Road Improvements Plans for Tract 31886 approved by the City of San Jacinto City Engineer on May 9, 2007, and the Offsite Storm Drain Improvements Plans for storm drain improvement plans approved by the City of San Jacinto City Engineer on January 11, 2007 and incorporated by reference herein. In consideration of CITY's agreement to assume responsibility for the completion of the Phase 1 Improvements, OWNER shall pay an in -lieu fee equal to the cost to the entire costs of the Phase 1 Improvements ("Phase 1 In -Lieu Fee"). The Phase 1 In -Lieu Fee shall be one million and two hundred thousand dollars ($1,200,000) and shall be allocated pro rata in its entirety to the lots comprising Area A. The Phase 1 In -Lieu Fee is due and payable on the earlier of and as a condition to the issuance by CITY of the first building permit for Area A (the "Building Permit Date") or the date that is ninety (90) days following OWNER's receipt from the CITY of its written request for payment (the "Outside Payment Date"), which request may not be given earlier than the first anniversary of the Effective Date. Notwithstanding the foregoing, after receipt of such request, OWNER shall have the right to extend the Outside Payment Date, in its sole and absolute discretion up to the last day of the month that is twenty-one (21) months after the Effective Date by notifying CITY in writing of its decision to extend, provided that OWNER pays to the CITY as consideration for such extension the sum of one hundred thousand dollars ($100,000) at the time that OWNER gives its written notice. Such payment shall be non-refundable and inapplicable to the Phase 1 In -Lieu Fee, but may be credited towards credit for payment of the TUMF payable with respect to the lots within Area A. Nothing contained in this Subsection 4.3.2 shall entitle OWNER to extend or defer payment of the Phase 1 In -Lieu Fee beyond the Building Permit Date. Failure by OWNER to pay the Phase 1 In -Lieu Fee, when due, shall constitute a default on the part of OWNER under this Agreement and entitle the CITY to exercise its remedies as hereinafter set forth. Provided OWNER has satisfied all other conditions of CITY for the issuance of a certificate of occupancy and pays to CITY the Development Agreement Fee for Area A, OWNER shall be entitled to receive and CITY shall issue a certificate of occupancy for each lot comprising Area A and no additional fee pertaining to Tract 31886 shall apply to Area A, including but not limited to the Phase 2 In -Lieu Fee. OWNER (or if Area A is transferred to ORANGE\BWARD\70863.1 Page 16 of 36 another person in accordance with the provisions of Section 2.4 of this Agreement, OWNER of Area A) shall pay the Development Agreement Fee for Area A per lot as a condition precedent to the issuance of each certificate of occupancy for a lot. 4.3.3 Phase 2 — Landscape, Bridge Extension, and Traffic Signal. The Phase 2 Improvements consist of parkway and median landscaping for Ramona Expressway, landscape improvement to Lot "V" of Tract 31886 according to the provisions of the San Jacinto Municipal Code, the extension of Bridge Road from the existing northern terminus to Ramona Expressway as contemplated by the plans described in Exhibit "C", and installation of a traffic signal at the intersection of Bridge Road/Ramona Expressway. The Phase 2 hmprovements shall be completed as a condition precedent to the issuance of the certificate of occupancy for the one hundred and eightieth (180th) residence within Tract 31886. In consideration of the CITY's agreement to assume responsibility for the completion of the Phase 2 Improvements, OWNER shall pay an In -Lieu Fee to the CITY ("Phase 2 In -Lieu Fee") in the amount of three hundred thousand dollars ($300,000). The Phase 2 In -Lieu Fee shall be allocated pro rata in its entirety to the lots comprising Area B. OWNER (or if Area A is transferred to another person in accordance with the provisions of Section 2.4 of this Agreement, OWNER of Area B) shall pay the Phase 2 In - Lieu Fee prior to and as a condition precedent to the CITY issues the certificate of occupancy for any lot on Area B and such payment shall be deemed satisfaction of the Phase 2 Improvements conditions of approval. OWNER (or if Area A is transferred to another person in accordance with the provisions of Section 2.4 of this Agreement, OWNER of Area B) shall also pay the Development Agreement Fee for Area B per lot as a condition precedent to the issuance of each certificate of occupancy for a lot. 4.3.4 Ramona Boulevard. OWNER and CITY acknowledge that certain improvements have been completed prior to the Effective Date consisting of street improvements, storm drain improvements and sewer improvements to Ramona Boulevard, at an estimated cost not to exceed two million eight hundred thousand dollars ($2,800,000), and certain park improvements to the Park site on Lot "U" of Tract 31886 at a cost not to exceed one million six hundred thousand dollars ($1,600,000). OWNER and CITY agree that OWNER shall be entitled to a credit for the completed work against the Development Impact Fees as set forth in Exhibit "E" payable with respect to the lots within Area A and only Area A. The aggregate amount of such credits shall be subject to verification by CITY of the actual completion costs incurred by OWNER or its predecessor -in -interest for the improvements to Ramona Boulevard and the Park site on Lot "U". In order to enable CITY to verify such costs and entitlement to credit, OWNER shall submit to the CITY copies of invoices, payment stubs and workers compensation records or other payroll records relating to such improvements. 4.3.5. Storm Drain Line G. OWNER and CITY acknowledge that a Memorandum of Agreement ("MOA") between the CITY and Shea Homes Limited Partnership dated September 21, 2006, requires the installation of Storm Drain Line G within Ramona Boulevard on or before the issuance and as a condition precedent to the issuance of the one hundred and eightieth (180th) certificate of occupancy for Tract 31886. OWNER acknowledges and agrees that until ORANGE\BWARD\70863.1 Page 17 of 36 Storm Drain Line G is installed by OWNER to the CITY's satisfaction, the CITY is not required to issue more than one hundred and seventy nine (179) certificates of occupancy for Tract 31886. OWNER (or if Area A is transferred to another person in accordance with the provisions of Section 2.4 of this Agreement, OWNER of Area B) shall install Storm Drain Line G, per the conditions in the MOA as a condition precedent to the issuance of the one hundred and eightieth (180th) certificate of occupancy for Tract 31886. Based on Engineer estimates provided by OWNER and approved by City Engineer, OWNER (or if Area A is transferred to another person in accordance with the provisions of Section 2.4 of this Agreement, OWNER of Area B)-shall be eligible for additional Storm Drain Line G improvement credits for additional Storm Drain Line G improvements within Tract 31886 and such credits shall be allocated, in their entirety, to Area B. 4.3.6 Lot W Improvements. The CITY acknowledges that the existing and completed storm drain, sewer and basin and pump improvements on Lot W of Tract 31886 are adequate and that no additional work for the storm drain, sewer and basin pump improvements on Lot W of Tract 31886 shall be necessary. 4.3.7 Transportation Uniform Mitigation Fee OWNER acknowledges that it is required to pay and CITY is required to collect and remit to the Western Riverside Council of Governments ("WRCOG"), as administrator of the Transportation Uniform Mitigation Fee Program of Western Riverside County (the "TUMF Program"), a transportation uniform mitigation fee ("TUMF") at the time CITY issues each building permit for a lot within Area A.. In order to ensure that OWNER receives credit for payment of the TUMF payable with respect to the lots within Area A, CITY agrees that the Phase 1 In -Lieu Fee paid by OWNER shall be collected, held and remitted by CITY to WRCOG to satisfy the full amount of OWNER's TUMF obligation otherwise payable at the time the building permit for a lot within Area A is requested. Notwithstanding that the full amount of the Phase 1 In -Lieu Fee may be used to satisfy OWNER's aggregate TUMF obligation with respect to the lots within Area A, OWNER shall still be deemed to have satisfied the Phase 1 Improvements conditions of approval by its payment of the Phase 1 In -Lieu Fee. To the extent that OWNER may be entitled to a credit against TUMF payable with respect to the Project or reimbursement of TUMF paid by OWNER for transportation improvements constructed to help mitigate the traffic impact generated by the Project as more particularly set forth in the WRCOG Reimbursement Agreement attached hereto as Exhibit "F", CITY agrees that such credit or reimbursement shall be allocated, in its entirety, to the lots on Area A. 5. FINANCING OF PUBLIC IMPROVEMENTS. 5.1 Fee Credits/Reimbursement for Supplemental or Excess Capacity Public Improvements. Pursuant to Development Agreement Policy section 201(f), OWNER shall not be entitled to fee credits or reimbursement for supplemental or excess capacity public ORANGE\BWARD\70863.1 Page 18 of 36 improvements. Notwithstanding the foregoing, the City Manager may determine that extraordinary circumstances justify fee credits or reimbursement and may approve said credits or reimbursement for supplemental or excess capacity public improvements. 5.2 Cross Category Fee Credits and Reimbursements. Notwithstanding Development Agreement Policy section 201(f), OWNER shall be entitled to only those cross - category credits listed in Exhibit "E". 6. REVIEW FOR COMPLIANCE. 6.1 Periodic Review. During the Term, the Planning Director shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the good faith compliance by OWNER with the terms of this Agreement. OWNER shall submit an Annual Monitoring Report, in a form acceptable to the City Manager or his/her designee, within 10 days after written notice from the City Manager. The Annual Monitoring Report shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of this Agreement during the succeeding year. The amount of the annual review and administration fee shall be set annually by resolution of the City Council. In the event that a purchaser, transferee or assignee acquires Area A or Area B separately in accordance with the provisions of Section 2.4 of this Agreement, then such review shall be conducted separately wither respect to each OWNER of Area A or Area B, and the noncompliance of one OWNER shall not be attributed to the other OWNER. 6.2 Special Review. The time for review may be shortened or a special review called either by agreement between the Parties or by initiation in one or more of the following ways: (1) Recommendation of the Planning staff; or (2) Affirmative vote of a least four (4) members of the Planning Commission; or (3) Affirmative vote of at least three (3) members of the City Council. 6.3 Burden of Proof during Periodic and Special Review. During either a periodic review or a special review, OWNER shall be required to demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on OWNER. 6.4 Procedure. (a) The City Manager shall begin the review proceeding by giving notice that the CITY intends to undertake a periodic or special review of this Agreement to the OWNER. The notice shall be give at least thirty (30) days in advance of the time at which the matter will be considered by the Planning Commission. ORANGE\BWARD\70863.1 Page 19 of 36 (b) The Planning Commission shall conduct a hearing at which the OWNER must demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue is upon the OWNER. (c) The Planning Commission shall determine upon the basis of substantial evidence whether or not the OWNER has, for the period under review, complied in good faith with the terms and conditions of this Agreement. (d) Procedure Upon Findings. (i) If the Planning Commission finds and determines on the basis of substantial evidence that the OWNER has complied in good faith with the terms and conditions of this Agreement during the period under review, the review for that period is concluded. (ii) If the Planning Commission finds and determines on the basis of substantial evidence that the OWNER has not complied in good faith with the terms and conditions of this Agreement during the period under review, the Planning Commission may recommend to the City Council to modify or terminate this Agreement. (iii) The OWNER may appeal a determination pursuant to paragraph (ii) to the City Council in accordance with the City's rule for consideration of appeals in zoning matters. (e) The City Council will consider the Planning Commission's recommendation at a noticed, public hearing scheduled no sooner than ten (10) days after delivery of the Planning Commission's written recommendation to OWNER. (f) If at the required noticed, public hearing the City Council makes a preliminary finding that OWNER has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. (g) If at the required noticed, public hearing the City Council makes a preliminary finding that OWNER has not complied in good faith with the terms and conditions of this Agreement, the City Council may modify or terminate this Agreement as provided in Section 6.5 and Section 6.6. Notice of default shall be given to OWNER and an opportunity to cure as provided in Section 7.4 of this Agreement shall be given to the OWNER prior to proceedings under Section 6.5 and Section 6.6. 6.5 Proceedings Upon Modification or Termination. If, upon a finding under Section 6.4, CITY determines to proceed with modification or termination of this Agreement, CITY shall give written notice to OWNER of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain: (a) The time and place of the hearing; and, (b) A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and, ORANGE\SWARD\70863.1 Page 20 of 36 (c) Such other information as is reasonably necessary to inform OWNER of the nature of the proceeding. 6.6 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, OWNER shall be given an opportunity to be heard. OWNER shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the City Council finds, based upon substantial evidence, that OWNER has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate this Agreement or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the CITY. The decision of the City Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure. 6.7 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, OWNER is found to be in compliance with this Agreement, CITY shall, upon request by OWNER, issue a Certificate of Agreement Compliance ("Compliance Certificate") to OWNER stating that after the most recent periodic or special review and based upon the information known or made known to the Planning Director and City Council that (1) this Agreement remains in effect and (2) OWNER is not in default. The Compliance Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a periodic or special review and shall state the anticipated date of commencement of the next periodic review. OWNER may record the Compliance Certificate with the County Recorder. Whether or not the Compliance Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Compliance Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the Planning Director or City Council. 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 available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages 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 which arises out of this Agreement; or (b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or (c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. ORANGE\BWARD\70863.1 Page 21 of 36 7.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons: (a) Money damages are unavailable against CITY as provided in Section 7.1 above. (b) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts. 7.3 Release. Except for nondainage remedies, including the remedy of specific performance and judicial review as provided for in Section 6.5, OWNER, for itself, its successors and assignees, hereby releases the 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 Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon the CITY because it entered into this Agreement or because of the terms of this Agreement. 7.4 Termination or Modification of Agreement for Default of OWNER. Subject to the provisions contained in Sections 6.1 and 6.5 herein, 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 sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. In the event that a purchaser, transferee or assignee acquires Area A or Area B separately in accordance with the provisions of Section 2.4 of this Agreement, then a default on the part of OWNER of Area A shall not be attributed to OWNER of Area B and vice versa. 7.5 Termination of Agreement for Default of CITY. OWNER (or if Area A and/or Area B are transferred to another person in accordance with the provisions of Section 2.4 of this Agreement, each individual OWNER) may terminate this Agreement (or if Area A and/or Area B are transferred to another person in accordance with the provisions of Section 2.4 of this Agreement, such termination shall be only with respect to the portion of the Property owned by ORANGE\BWARD\70863.1 Page 22 of 36 the individual OWNER) 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 sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8. THIRD PARTY LITIGATION. 8.1 General Plan Litigation. CITY has determined that this Agreement is consistent with the General Plan, and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with CITY's determination. CITY shall have no liability in damages under this Agreement for any failure of CITY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan of this Agreement as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law. 8.2 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 such claim, action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding. 8.3 Indemnity. In addition to the provisions of Section 8.2 above, OWNER shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER's employees included) or any other element of damage of any kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of CITY. OWNER shall defend, at its expense, including attorneys' fees, CITY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action. 8.4 Environment Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, ORANGE\BWARD\70863.1 Page 23 of 36 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. 8.5 Reservation of Rights. With respect to Sections 8.2, 8.3 and 8.4 herein, CITY reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend CITY hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that OWNER shall reimburse CITY forthwith for any and all reasonable expenses incurred for such defense, including attorneys' fees, upon billing and accounting therefor. 8.6 Survival. The provisions of this Sections 8.1 through 8.6, 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 the 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 thereafter 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 ORANGE\BWARD\70863.1 Page 24 of 36 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. 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. If the Parties to this Agreement or their successors in interest amend or cancel this Agreement as provided in Government Code section 65868, or if the CITY terminates or modifies this Agreement as provided in Government Code section 65865.1 for failure of the OWNER to comply in good faith with the terms or conditions of this Agreement, the City Clerk shall have notice of such action recorded with the County Recorder. 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 provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the fees set forth therein, 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 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 laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties 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 any construction or interpretation of this Agreement. 10.6 Singular and Plural. As used herein, the singular of any word includes the plural. ORANGE\B WARD\70863.1 Page 25 of 36 10.7 Joint and Several Obligations. If this Agreement is executed by more than one person on behalf of OWNER, all obligations of OWNER under this Agreement shall be joint and several, and the default by any one of them shall be the default of OWNER. Notwithstanding the foregoing, in the event that a purchaser, transferee or assignee acquires Area A or Area B separately in accordance with the provisions of Section 2.4 of this Agreement, then a default on the part of OWNER of Area A shall not be attributed to OWNER of Area B, and vice versa, and no OWNER of a single lot which has been finally subdivided and sold to such OWNER as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof. 10.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.9 Waiver. Failure by a party to insist upon the strict perfoiliiance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the teiiiis of this Agreement thereafter. 10.10 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. 10.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in perfoiliiance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party's control, (including the party's employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party's control. If any such events shall occur, the teiiii of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the Tend shall not be extended under any circumstances for more than five (5) years. 10.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent perfoiiiiance by the party benefited thereby of the covenants to be perfoiiiied hereunder by such benefited party. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 10.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. ORANGE\BWARD\70863.1 Page 26 of 36 10.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 10.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Riverside, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 10.16 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 teiiiis, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the owner of such property. 10.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the perfoiiiiance 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. 10.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain. 10.19 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 Planning Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. OWNER for itself, assigns and successors hereby waives the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). ORANGE\BWARD\70863.1 Page 27 of 36 10.20 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 has/have the authority to bind OWNER to the performance of its obligations hereunder. 10.21 Prior Development Agreement. The parties acknowledge and agree that this Agreement supersedes and replaces in its entirety Development Agreement No. 05-28 dated October 20, 2005, between CITY and OWNER's predecessor -in -interest, Shea Homes Limited Partnership, as amended (the "Prior Development Agreement"), and that the Prior Development Agreement has expired in accordance with its terms and is no longer in force or effect. At the request of OWNER made on or after the Effective Date, CITY agrees, at no cost to CITY, to execute and deliver to OWNER in recordable form any document that OWNER may submit to confirm expiration of the Prior Development Agreement and the release of the Property therefrom. IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the last day and year set forth below. OWNER PUENTE HOLDINGS. LLC, a California limited liability company By: Its: Dated: OWNER PBJT935927 2008 INVESTMENTS, LLC, a California limited liability company By: Its: Dated: ORANGE\BWARD\70863.1 Page 28 of 36 CITY CITY OF SAN JACINTO, a California municipal corporation By: Dale Stubblefield Mayor Dated: ATTEST: By: Richard Miller City Clerk APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP City Attorney ORANGE\BWARD\70863.1 Page 29 of 36 EXHIBIT A (Legal Description of Property) Add legal description ORANGE\BWARD\70863.1 Page 30 of 36 EXHIBIT B (Map) ORANGE\BWARD\70863.1 Page 31 of 36 EXHIBIT C (Existing Development Approvals) Populate exhibit with list of Existing Development Approvals ORANGE\BWARD\70863.1 Page 32 of 36 EXHIBIT D (Existing Development Regulations) Populate exhibit with list of Existing Development Regulations ORANGE\BWARD\70863.1 Page 33 of 36 EXHIBIT "E" (Development Impact Fee Credit Categories Eligible for Cross Category Credit) Fee Lots Total DIF- Flood $1,198 151 $180,898 DIF- Park $3,010 151 $454,510 DIF Sewer $200 151 $30,200 DIF- Planning Current $50 151 $7,550 DIF- Planning Advanced $150 151 $22,650 F- Police $198 151 $29,898 DIF-Government Service $408 151 $61,608 DIF- Roads - $1,468 151 $221,668 DIF- Bikes $49 151 $7,399 DIF- Traffic Signal $256 151 $38,656 DIF-Admin $20 151 $3,020 Subtotal DIF $7,007 Carpool $90 151 $ 13,590 Total Credit Due $9,035 151 $ 1,071,647 ORANGE\B WARD\70863. I Page 34 of 36 EXHIBIT F (WRCOG TUMF REIMBURSEMENT AGREEMENT) ORANGE\BWARD\70863.1 Page 35 of 36 ORANGE\B W ARD\70863. I