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HomeMy WebLinkAbout04-57 - Resolutions RESOLUTION NO. 04-57 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, RECOMMENDING THAT THE CITY OF RANCHO CUCAMONGA ENTER INTO DEVELOPMENT AGREEMENT DRC2002-00156, ASSOCIATED WITH TENTATIVE TRACT SUBTT16072, AS PROVIDED FOR IN SECTION 65864 OF THE CALIFORNIA GOVERNMENT CODE, FOR APPROXIMATELY 150.79 ACRES OF LAND; AND MAKING FINDINGS IN SUPPORT THEREOF, APN: 0225-083-01,12,13,15,16 AND 20. A. Recitals. 1. Richland Pinehurst, Inc. filed an application for Development Agreement DRC2002-00156, as described in the title of this Resolution. Hereinafter in this Resolution, the subject Development Agreement is referred to as "the application." 2. On the 12th day of May 2004, the Planning Commission of the City of Rancho Cucamonga conducted a duly noticed public hearing on the application and concluded said hearing on that date. 3. The subject property of the Development Agreement is legally described herein. 4. A true and correct copy of the proposed Development Agreement is attached as Exhibit "A" to this Resolution. 5. The Planning Commission has reviewed and considered the associated Environmental Impact Report prepared for said project. 6. All legal prerequisites prior to the adoption of this Resolution have occurred. B. Resolution. NOW, THEREFORE, it is hereby found, determined, and resolved by the Planning Commission of the City of Rancho Cucamonga as follows: 1. This Commission hereby specifically finds that all of the facts set forth in the Recitals, Part A, of this Resolution are true and correct. 2. This Commission hereby specifically finds that the Development Agreement and each and every term and provision contained therein conforms to the General Plan of the City of Rancho Cucamonga. 3. This Commission hereby finds that an Environmental Impact Report has been completed in compliance with the California Environmental Quality Act of 1970, as amended, and the Guidelines promulgated thereunder; and further, that this Commission has reviewed and considered the information contained in said Environmental Impact Report. 4. This Commission hereby recommends approval of the Development Agreement attached hereto as Exhibit "A." 5. The Secretary to this Commission shall certify to the adoption of this Resolution. PLANNING COMMISSION RESOLUTION NO. 04-57 DRC2002-00156 - RICHLAND PINEHURST, INC. May 12, 2004 Page 2 APPROVED AND ADOPTED THIS 12TH DAY OF MAY 2004. PLANNING COMMISSION OF THE CITY OF RANCHO CUCAMONGA BY: D� &)e6j arty T c iel, Vice Chairman ATTEST: rad Bul reta I, Brad Buller, Secretary of the Planning Commission of the City of Rancho Cucamonga, do hereby certify that the foregoing Resolution was duly and regularly introduced, passed, and adopted by the Planning Commission of the City of Rancho Cucamonga, at a regular meeting of the Planning Commission held on the 12th day of May 2004, by the following vote-to-wit: AYES: COMMISSIONERS: FLETCHER, McNIEL, McPHAIL, STEWART NOES: COMMISSIONERS: NONE ABSENT: COMMISSIONERS: MACIAS DEVELOPMENT AGREEMENT DRC2002-00156 (as amended 05/12/2004) DEVELOPMENT AGREEMENT BETWEEN THE CITY OF RANCHO CUCAMONGA AND RICHLAND COMMUNITIES, INC. CONCERNING PROPOSED TENTATIVE TRACT 16072 This Agreement (the "Development Agreement") is made and entered into this _ day of 2004, by and between the applicant Hill Country S.A. Ltd., a Texas limited partnership; and Richland Tracy Ltd. a Florida Limited partnership, and the City of Rancho Cucamonga, a municipal corporation (the "CITY") pursuant to the authority of Section 65864 through.65869.5 of the California Government Code. Hill Country S.A. Ltd and Richland Tracy Ltd., and their successors and assigns, if any, are referred to collectively hereinafter as the "Property Owners". The CITY and Property Owners are collectively referred to herein as the "Parties". RECITALS: A. To provide more certainty in the approval of development projects, to encourage private participation in comprehensive planning, and to reduce the economic risk of development, the Legislature of the State of California has adopted Sections 65864, et seq. of the California Government Code, thus authorizing the CITY to enter into binding development agreements with persons having legal or equitable interests in real property, in order to establish development rights with respect thereto. B. Section 65865(b) of the California Government Code authorizes the CITY to enter into a binding development agreement with respect to real property which is in unincorporated territory but also within the CITY's sphere of influence, provided that the effectiveness of the development agreement is conditioned upon the annexation of such real property to the CITY within the period of time for annexation as specified in the Development Agreement. C. Property Owners owns fee title to approximately 150.79 acres of real property located entirely within the County of San Bernardino (the "County") and more particularly described in Exhibit "A" and depicted on Exhibit "B" attached hereto (the "Project Site"). D. On March 5, 2002, the CITY received an application for Tentative Tract Map (SUBTT16072), Development Agreement (DRC2002-00156), and a request for Annexation of the Proposed Project. An Environmental Impact Report has been prepared to address the potential environment impacts of the proposed project and all discretionary actions anticipated by the CITY and the Local Agency Formation Commission. E. As set forth in Ordinance No. _ adopted by the City Council on (the "Enacting Ordinance"), the execution of this Development Agreement and performance of and compliance with the terms and conditions set forth herein by the Parties hereto: (i) is in the best interest of the CITY; (ii) will promote the public convenience, general welfare, and good land use practices in the CITY; (iii) will promote Exhibit "A" Development Agreement 1 Richland Communities, Inc. preservation of land values; (iv) will encourage the development of the Project by providing a level of certainty to the Property Owners; and (v) will provide for orderly growth and development of the CITY consistent with the CITY's General Plan. AGREEMENT: NOW, THEREFORE, in consideration of the above recitals, and the mutual promises and covenants of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which us hereby acknowledged, the Parties agree as follows: Section 1. GENERAL PROVISIONS A. Effectiveness of Development Agreement Notwithstanding the effective date of the Enacting Ordinance, this Development Agreement shall only become operative and the rights and obligations of the Parties shall only arise, upon the date that the last of the following have occurred: 1. The project site has been annexed to the CITY and said annexation is final as to any and all administrative actions, and is not subject to judicial challenge; and 2. The Project and the Final EIR have been approved by the CITY and all entitlements have been issued for completion by Property Owners. B. Term The term of this Development Agreement shall commence on the Effective Date of the enacting Ordinance and shall extend for a period of 10 years thereafter, unless this Development Agreement is terminated, modified or extended by circumstances set forth in this Development Agreement, including, without limitation, the extensions provided below and any extensions attributable to "force majeure" circumstances described in Section 2D5 hereof or by mutual written consent of the Parties. Following the expiration of the Term, this Development Agreement shall be deemed terminated and of no further force and effect; provided, however, that such termination shall not affect any right or duty arising from the project entitlements granted prior to, concurrently with, or subsequent to the approval of this Development Agreement and the structures that are developed in accordance with this Development Agreement and the use of those structures shall continue to be governed by this Development Agreement for purposes of ensuring, for land use purposes, that those structures continue to be legal conforming structures and that those uses continue to be legal conforming uses. C. Assignment Subject to the terms of this Development Agreement, Property Owners shall have the right to convey, assign, sell, lease, sublease, encumber, hypothecate or otherwise transfer (for purposes of this Development Agreement, "Transfer") the Project Site, in whole or in part, to any person, partnership, joint venture, firm or corporation or other entity at any time during the term of this Development Agreement, and to the extent of each such Transfer, the transferor shall be relieved of its legal duty to perform such obligations under this Development Agreement at the time of the Transfer, except to the extent Property Owners are in default, as defined in Section 3.0 hereof, of any of the terms of this Development Agreement when the Transfer occurs. Development Agreement 2 Richland Communities, Inc. If all or a portion of the Project Site is Transferred and there is noncompliance by the transferee owner with respect to any term and condition of this Development Agreement, or by the transferor with respect to any portion of the Project Site not sold or Transferred, such noncompliance shall be deemed a breach of this Agreement by that transferee or transferor, as applicable, but shall not be deemed to be a breach hereunder against other persons then owning or holding any interest in any portion of the Project Site and not themselves in breach under this Development Agreement. Any alleged breach shall be governed by the provisions of Section 3.0 hereof. In no event shall the reservation or dedication of a portion of the Project Site to a public agency cause a transfer of duties and obligations under this agreement unless specifically stated to be the case in this Development Agreement, any of the exhibits attached to this Development Agreement, the instrument of conveyance used for such reservation or dedication, or other form of agreement with such public agency. Concurrently, with any such sale, transfer or assignment, or within ten business days thereafter, the Property Owners shall notify the CITY, in writing, of such sale, transfer or assignment and shall provide the CITY with an executed agreement, in a form reasonably acceptable to the 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 the Property Owners under this agreement. D. Amendment of Agreement This Development Agreement may be amended from time to time by mutual consent of the Parties in accordance with the provisions of Government Code Sections 65867 and 65868. Notwithstanding anything stated to the contrary in this Development Agreement, the parties may enter into one or more implementing agreements, as set forth below, to clarify the intended application or interpretation of this Development Agreement, without amending this Development Agreement. Property Owners and the CITY acknowledge that the provisions of this Development Agreement require a close degree of cooperation between Property Owners and the CITY and that, in the course of the development of the Project Site, it may be necessary to supplement this Development Agreement to address the details of the Parties' respective performance and obligations, and to otherwise effectuate the purposes of this Development Agreement and the intent of the Parties. If and when, from time to time, the Parties find that it is necessary or appropriate to clarify the application or interpretation of this Development Agreement, the Parties may do so through one or more implementing agreements (the "Implementing Agreement"), which shall be executed by the City Planner and by an authorized representative of the Property Owners. After execution, each Implementing Agreement shall be attached as an addendum and become a part of this Development Agreement, and may be further changed or supplemented from time to time as necessary. Such Implementing Agreement shall not require the approval of the City Council of the CITY and shall only be executed by the City Planner (on Behalf of the CITY), if the City Planner has made a reasonable determination that such implementing agreements are not materially inconsistent with this Development Agreement, and applicable ordinances, rules, regulations and official policies of the CITY in effect at the time of execution of this Development Agreement. Any changes to this Development Agreement which would Development Agreement 3 Richland Communities, Inc. impose additional obligations on the CITY beyond those which would be deemed to arise under a reasonable interpretation of this Development Agreement, or which would purport to change land use designations applicable to the Project Site under the applicable Project Entitlements, shall be considered "material" and shall require amendment of this Agreement in accordance with the provisions of California Government Code Sections 65867 and 65868. Section 2. PLANNED DEVELOPMENT OF THE PROJECT A. Land Use and Project Entitlements The Project Entitlements are depicted on the Tentative Tract Map and Conceptual Grading Plan attached hereto as Exhibits 1 - 17. Project Entitlements refers to the following material related to the approval of the Development Agreement (DRC2002-00156) and the Tentative Tract Map (SUBTT16072): all plans that constitute the approved project, all Planning Commission and City Council Resolutions of Approval including the associated conditions of approval, and all mitigation measures included in the Mitigation Monitoring and Reporting Plan and the Environmental Impact Report. The Parties acknowledge that, without being obligated to do so, Property Owners plans to develop the Project Site in substantial conformity with the Project Entitlements as approved by this Development Agreement. During the Term of this agreement, the permitted uses for the Project, or any portion thereof, the density and intensity of use, zoning, maximum height and size of proposed buildings, building and yard setback requirements, provisions for the reservation or dedication of land, design and performance standards and other terms and conditions of development of the Project constitute the Entitlements as approved by this Development Agreement. The specific terms of this Development Agreement shall supersede and be controlling over any conflict and/or inconsistency with the Project Entitlements. The Parties acknowledge and agree that the total number of lots in the approved tract totals 358 lots and that lots may be modified, without increasing the overall number of lots, as long as the proposed modification is found to be in substantial conformity with the Project Entitlements as approved by this Development Agreement. The City Planner shall exercise his reasonable discretion in the review of any proposed modifications to lots, and make the determination of substantial compliance. Other certain specific modifications of the Project Entitlements to which the Parties agree are set forth below. All Exhibits attached hereto constitute material provisions of the Development Agreement, and are incorporated herein. B. Rules and Regulations Pursuant to California Government Code Section 65856 and except as otherwise explicitly provided in this Development Agreement, (1) the ordinance, rules and regulations and official policies governing permitted uses of the Project Site, the density and intensity of such uses, and the design, improvement, and construction standards and specifications applicable to development of the Project and in effect as of the date of this Development Agreement, and (2) and those ordinances of the CITY, as implemented by this Development Agreement, rules, regulations and official policies in effect as of the date of this Development Agreement, but only to the extent that they are consistent with the Project Entitlements, as modified and/or amended by this Development Agreement (collectively the "Existing Laws"), except that the CITY's street improvement, lighting, storm drain, and the Americans with Disabilities Act ("ADA") Development Agreement 4 Richland Communities, Inc. standards shall be followed, and the landscape standards applicable shall be those specified in this Development Agreement or if none are so specified, the CITY's Standards. In the event of any conflict between the Existing Laws and the other CITY ordinances, rules, regulations and official policies, then the Existing Laws shall control. The CITY shall not be prevented in subsequent actions applicable to the Project, from applying new ordinances, rules regulations, and policies in effect ("Future Policies") to the extent that they do not conflict with the Existing Laws. Such conflict shall be deemed to occur if, without limitation, such Future Policies: 1. modify the permitted types of land uses, the density or intensity of use, the maximum height or size of proposed buildings on the property, building and yard setback requirements, or impose requirements for the construction or provisions of on- site or offsite improvements or the reservation or dedication of land for public use, or the payment of fees or the imposition of extractions, other than as are in each case specifically provided for in this Development Agreement; 2. prevent the Property Owners from obtaining all necessary approvals, permits, certificates or other entitlements at such dates and under such circumstances as the Property Owners would otherwise be entitled under this Development Agreement; 3. render any conforming use of the Project Site a non-conforming use or any structure on the Project Site a non-conforming structure. C. Design and Infrastructure Issues 1. Street Sections The CITY desires that the design of Wilson Avenue, Etiwanda Avenue and East Avenue be designed as depicted in the Etiwanda North Specific Plan Exhibit 13(B)/Section A-1, Exhibit 13(D)/with community trail, and Exhibit 13(E), respectively. The following deviations from the standard CITY Engineering Division street standards or policies are acceptable as depicted on the approved plans included as part of the Project Entitlements: Street 'C' is acceptable as a non-standard cul-de-sac design; the centerline radius of Street 'A' is acceptable with a radius of 650-feet; and street sections on straight interior streets may be greater than 800-feet. 2. Dry Utilities The Project Entitlements do not require that Burd vaults be installed and the CITY and Property Owners agree that no Burd vaults will be required throughout the Project Site. The aboveground transformers/switchgear are acceptable subject to selective placement subject to approval of the City Planner and SCE. 3. Private Landscape Maintenance This project shall form a Homeowners Association (HOA), which shall own and be responsible for maintenance of all lettered lots interior and exterior to the tract. Maintenance responsibility shall include all perimeter walls and interim detention basins, as well as slopes and landscape areas adjacent to Community Trails within the Development Agreement 5 Richland Communities, Inc. Fault Zone and along perimeter streets. In addition, the Property Owner agrees to join Landscape Maintenance District (LIVID) No. 7. a. City will support the creation of a new LIVID for the above- mentioned areas if the Property Owner can provide a design that can be cost-effectively maintained to the satisfaction of the City Engineer. This would replace the requirement for a HOA and joining LIVID 7. b. If entrances are gated, they shall conform to City design standards and all interior improvements will become private. In that case, the HOA will also assume responsibility for streets, streetlights, sidewalks, utility easements, and storm drains/drainage facilities. 4. View Fencing Open fencing may be utilized in rear-yard conditions only where view opportunities are present, subject to mitigation measures that may otherwise be required for sound attenuation and/or fire protection. 5. Grading The Grading Plan, included in the Project Entitlements, shall conform to the Design Guidelines of the Etiwanda North Specific Plan. However, with an average slope across the site of less than 8%, the Project is exempt from the CITY Hillside Development Regulations of the Development Code. 6. Community Trail The Property Owners shall design and construct improvements to the CITY Community Trail network along Etiwanda Avenue north of 'U' Street to the north tract boundary, and along East Avenue north of the Fault Zone Trail to the northerly tract boundary, in accordance with CITY standard Drawing 1002-A. In addition, a Community Trail shall be developed through the Fault Zone, between Etiwanda Avenue and East Avenue, in accordance with CITY Standard Drawing 1004. Improvements to the Regional Trail within the Edison Corridor are not required as a condition of this development. 7. Circulation Issues and Fees a. Revisions to the Etiwanda north Specific Plan/Phasing Plan The Property Owners shall construct East Avenue southerly between Wilson Avenue and Banyan Street, in lieu of extending Wilson Avenue easterly to connect to Wardman-Bullock Road. b. Transportation Fee/Traffic Impact Analysis The Property Owners shall construct circulation improvements necessary to serve the area in and around the Project Site as generally depicted on Exhibit 18 - 20; and Property Owners shall construct additional regional transportation improvements depicted on Exhibit 22. In addition, the Property Owners shall comply with Development Agreement 6 Richland Communities, Inc. Transportation Development Fees In accordance with CITY ordinance. Upon formation of a Community Facilities District ("CFD") Property Owners may include the cost of the improvement specified in this Section 2.C.7.c as part of the CFD financing. The Property Owners shall receive credit against, or reimbursement of costs, in excess of the Transportation Development Fee for the "backbone" improvements as described herein, in conformance with CITY Policy. C. Circulation Improvements/Reimbursement Requests The Property Owners shall design, construct, and complete the following improvements: (i) Etiwanda Avenue: Improve as a Secondary Arterial along the property frontage, as depicted in Exhibit 20. These improvements shall be completed prior to the first release of occupancy, or to the satisfaction of the City Engineer. (ii) East Avenue: North of Wilson Avenue to the northerly Tract boundary— Construct Collector Street improvements west of centerline and 18-feet of pavement east of centerline, for a total of 40-feet pavement width along with a 2-foot graded shoulder, as depicted in Exhibit 19. In addition, construct 44-feet of pavement for a distance of 200-feet north of Wilson Avenue, transitioning back to 40-feet north of that point. These improvements shall be completed prior to the first release of occupancy, or to the satisfaction of the City Engineer. The Property Owner may request a reimbursement agreement whereby the Property shall recover the cost for improvements east of the centerline from future development as it occurs on adjacent properties in the CITY limits. If the Property Owners fail to submit for said reimbursement agreement within 6-months of the public improvements being accepted by the CITY, all rights of the Property Owners to reimbursement shall terminate. South of Wilson Avenue to Banyan Street - Construct 36-feet pavement width, as depicted in Exhibit 19. These improvements shall be completed prior to the first release of occupancy, or to the satisfaction of the City Engineer. The Property Owners shall receive credit against the Transportation Development Fee for backbone improvements, in conformance with CITY Policy. The Property Owner may request a reimbursement agreement whereby the Property shall recover the cost for improvements south of the southerly Tract boundary from future development as it occurs on adjacent properties in the CITY limits. If the Property Owners fail to submit for said reimbursement agreement within 6-months of the public improvements being accepted by the CITY, all rights of the Property Owners to reimbursement shall terminate. (iii) Wilson Avenue: Between Etiwanda Avenue to East Avenue — Install full-width Divided Secondary Arterial improvements as depicted in Exhibit 20. These improvements shall be completed prior to the first release of occupancy, or to the satisfaction of the City Engineer. The Property Owners (or future developer) shall acquire right-of-way from Metropolitan Water District (MWD), along with a permit for the improvements, on the south side of Wilson Avenue. The Property Owners shall receive credit against, and reimbursement of costs in excess of, the Transportation Development Fee for the median curbs and 14-feet of pavement on both sides, in conformance with CITY Policy. Development Agreement 7 Richland Communities, Inc. The Property Owner may request a reimbursement agreement whereby the Property Owners shall recover the cost for improvements, other than the 'backbone', including median landscaping south of the centerline and along the Not-A-Part parcel, from future development on adjacent properties. If the Property Owners fail to request said reimbursement agreement within 6-months of the public improvements being accepted by the CITY, all rights of the Property Owners to reimbursement shall terminate. 8. Storm Drains a. Deviation from the Etiwanda/San Sevaine Drainage Policy The Project shall comply with the Etiwanda/San Sevaine Drainage Policy with the construction of the 251' Street Interceptor Channel along the Projects' north boundary line. The Project will deviate from the Etiwanda/San Sevaine Drainage Policy with the construction of an interim detention basin to attenuate only developed storm flows to Wilson Avenue storm drain not currently attenuated by existing basins in Tracts 13527 and 14139. b. Etiwanda/San Sevaine Area 3 Master Plan Storm Drain The Property Owners shall construct Etiwanda/San Sevaine Area 3 Master Plan Storm Drain facilities along the north property boundary from Etiwanda Avenue to the Etiwanda Spreading Grounds, including culverts for both Etiwanda Avenue and East Avenue to cross the facility. These improvements shall be completed prior to the first release of occupancy, or to the satisfaction of the City Engineer. Standard drainage fees for the project shall be credited to the cost of permanent master plan facilities, in accordance with CITY Policy. The Property Owner may request a reimbursement agreement whereby the Property Owners shall recover the cost for such improvements from future development on adjacent properties. If the Property Owners fail to request said reimbursement agreement within 6 months of public improvements being accepted by the CITY, or all rights of the development to reimbursement shall terminate. If San Bernardino County Flood Control District requires an interim basin for this facility, the same easement, maintenance and reimbursement issues will apply as for the Wilson storm drain basin(s). C. Interim Detention Basin The Property Owners shall design, construct and install, an "Interim Detention Basin" for the Wilson Avenue Storm Drain, located as shown conceptually on Exhibit 22, justified by a Final Drainage Report, which shall be approved by the City Engineer. The Property Owners shall: (i) Design the basin to mitigate developed flows from area bounded by Wilson, East and Etiwanda Avenues, and Southern California Edison; (ii) Provide a temporary easement to the CITY over the lots that contain the basin; (iii) Provide for maintence of the Interim Detention Basin through annexation to an existing Assessment District, the formation of a new Assessment District, or the execution of a maintenance agreement satisfactory to the Development Agreement 8 Richland Communities, Inc. City Engineer and the City Attorney that guarantees the private maintenance of the facility. The Property Owners shall be responsible for the costs relating to the annexation to an existing Assessment District, the formation of a new District, or the preparation of a maintenance agreement. The CITY shall be provided with rights of access to maintain the facility if private maintenance is insufficient. The CITY shall have the right to assess those maintenance costs incurred by the CITY to the Property Owners. Said agreement shall include a cash deposit as security for any maintenance costs the CITY may incur. Said agreement shall be recorded to run with the property. (iv) Pay an in-lieu fee for the removal of any interim basin improvements within the LIVID areas (if applicable) and their replacement with the LIVID Landscaping, prior to final map recordation. (v) Request that the CITY execute a reimbursement agreement to recover the proportionate cost of the land and ultimate basin related facilities (outlet, etc.) from future development using the basin. If the Property Owners fail to request said reimbursement agreement within 6-months of the public improvements being accepted by the CITY, all rights of the Property Owners to such reimbursement shall terminate. (vi) Install local storm drains to convey development drainage to the existing Master Plan Storm Drain in Wilson Avenue, and extend the local storm drain system as far on-site as needed to contain Q25 within the tops of curbs, Q100 within rights-of-way and provide a 10-foot dry lane in Q10. The cost of local storm drains shall be borne by the Property Owners with no fee credit. 9. Park Fee/Equestrian Fee/Beautification Fee Property Owners shall pay the following development fees: a. The Property Owners shall pay CITY a sum totaling $358,000 (based upon $1,000 per unit) for equestrian purposes. The sum may be paid from CFD formation and funding. However, the prorated share of the fee for each individual tract map must be paid prior to recording of said tract map. The CITY shall reserve said funds for the intended purpose, or the Property Owners may directly participate in the construction of the CITY-approved North Etiwanda Equestrian Arena. b. The Property Owners shall pay the CITY a sum totaling $2,362,800 ($6,600 per unit) for park purposes. The sum may be paid from CFD formation and funding. However, the prorated share of the fee for each individual tract map must be paid prior to recording of said tract map. In addition, the applicant shall receive park credit for improvements to the Community Trail that traverses the site within the Fault Zone, in accordance with General Plan Policy. The Trail Credit Graph (Exhibit III-12) of the General Plan establishes the basis upon which park credit is determined for Community or Regional Trail improvements. Based on the analysis using the Trail Credit Graph, the Property Owners will receive credit for 1.5 acres, which is 35 percent of the total trail area. The 1.5-acre credit equates to a dollar value of $600,000, which will be applied to the total value of the Park Fee as required in the paragraph above. Development Agreement 9 Richland Communities, Inc. C. The Property Owner shall not pay the CITY Beautification Fee of $0.20 per square foot for residential construction if improvements to Wilson south parkway are made. 10. Development Standards The project shall be developed in accordance the CITY's Low-Density Residential District of the Etiwanda North Specific Plan. a. Number of Housing Units: The project entitlements include 358 housing units. 11. Design Review Process The Project, and all subsequent applications for residential development, shall be subject to the CITY Development/Design Review process. 12. Architectural Guidelines The Project, and all subsequent applications for residential development, shall be subject to the Architectural Guidelines of the Etiwanda North Specific Plan. 13. Etiwanda Avenue Scarp Fault Zone The Etiwanda Avenue Scarp is located within an Alquist-Priolo Fault Zone as depicted in the CITY General Plan Exhibit V-1; and is identified as a Fault Zone land use district as depicted in the CITY Etiwanda North Specific Plan Exhibit 10. The Property Owners have conducted a Geotechnical Investigation (GeoSoils, Inc. November 11, 1998) in order to define and identify the actual zone of faulting of the Etiwanda Avenue Scarp where it traverses the project site. A Fault Setback Zone, as recommended by the Investigation, is depicted on the Tentative Tract Map and the Conceptual Grading Plan included in the Project Entitlements. Habitable structures shall not be developed within the Fault Setback Zone, however, portions of the lot area may encroach in the Fault Setback Zone as depicted on the Tentative Tract Map and Conceptual Grading Plan included in the Project Entitlements. All improvements within the Fault Zone, as described in this paragraph and depicted in the Project Entitlements, shall be completed prior to the issuance of building permit of the 150`h dwelling within the project. 14. Open Space Transfer Plan The Property Owners shall transfer to the County of San Bernardino Special Districts OS-1, other qualified conservation entity approved by the City in fee, a minimum of 150-acres of off-site land for permanent open space and habitat preservation; along with funding in an amount to be determined by County of San Bernardino Special Districts (or other conservation entity), to provide for long-term maintenance of said land. The preferred location of the off-site land is in the environment surrounding the North Etiwanda Preserve in the CITY Sphere of Influence, other properties may be considered based the review of appropriate Biological Habitat Assessments and concurrence of the City Planner. The transfer and funding shall occur prior to recording of the first final map of the Project. Development Agreement 10 Richland Communities, Inc. D. Timing of Development and Fees 1. Development of the Perimeter Landscaping and the Etiwanda North Specific Plan Neighborhood Monumentation All perimeter landscaping, including the Upper Etiwanda Neighborhood Monumentation as depicted in the Etiwanda North Specific Plan Exhibit 25A-C, shall be completed according the following schedule: (1) the East Avenue Perimeter, the Wilson Avenue perimeter, and the western Project perimeter south of the Fault Zone shall be completed prior to the release of occupancy of the 150'h dwelling within the project; and (2) the Etiwanda Avenue perimeter, north of the Fault Zone shall be completed prior to the release of the 250`h dwelling unit within the project. 2. Development of the Remainder of the Site Neither the Property Owners nor CITY can presently predict when or the rate at which phases of the project shall be developed, since such decisions depend on numerous factors which are not within the control of the Property Owners including, without limitation, market orientation and demand, interest rates, absorption, competition and other factors. The parties acknowledge and agree that Property Owners, subject to the restrictions and conditions of this Development Agreement, retains flexibility under this Development Agreement to develop the Project in such order and at such rate and times as are appropriate within the exercise of the Property Owners' business judgment. The CITY further acknowledges that Property Owners may desire to market, sell, or otherwise arrange for disposition of some or all of the Project Site, prior to development, and that the rate at which the Project develops will likely depend upon the business judgment of subsequent owners of the Project Site. 3. CITY's Cooperation CITY shall use good faith, diligent efforts to promptly process and take final action on any applications for permits or approvals filed by Property Owners with respect to the Project. Such cooperation shall include, without limitation, (a) using good faith, diligent efforts to process subsequent Development/Design Review in accordance with state regulations; and (b) promptly processing all ministerial permits in accordance with Section 2.1 below. Without limiting the effect of any other provision of this Development Agreement, any future regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Project Site or the extent thereof, shall be deemed to conflict with Property Owners' vested rights to develop the Project under this Development Agreement and shall, to that extent, not apply to the development of the Project. Processing and review of development proposals shall be subject to established procedures in effect in the entire CITY, including Development and Design Review, as specified in the Existing Laws. However, the criteria used in the evaluation of each development proposal shall be based on the objectives, policies and specific development standards specified herein. Development Agreement 11 Richland Communities, Inc. 4. Force Majeure Notwithstanding anything to the contrary contained in the Development Agreement, Property Owners and CITY shall be excused from performance of their obligations under this Development Agreement during any period of delay caused by acts of God or civil commotion, riots, strikes, picketing, or other labor disputes, shortage of materials or supplies, or damage to or prevention of work by reason of fire, floods, earthquake, or other casualties, litigation, acts or neglect of the Property Owners, as applicable. The time of performance of such obligations as well as the term of this Development agreement shall automatically be extended by the period of such delay hereunder. E. Future Entitlements With respect to any entitlements that Property Owners may require in the future, including, without limitation, tentative tract and parcel map approvals, conditional use permits, and Development/Design Review, the CITY shall retain its discretionary review authority and the CITY's applicable ordinances, rules, regulations and official policies. However, any such discretionary review shall be expressly subject to the provisions of this Development Agreement and the CITY may only impose conditions upon such discretionary entitlements which are consistent with the Project Entitlements as approved by this Development Agreement, except as otherwise specifically required by state or federal law. F. Environmental Review Other than the mitigation measures and conditions of approval set forth in the EIR and the Project Entitlements (and any additional future mitigation programs contemplated therein), no other mitigation measures for environmental impacts created by the Project, as presently approved and as evaluated in the EIR, shall be required. In connection with the CITY's issuance of any further entitlement (as contemplated in Section 2.F above), which is subject to CEQA, the CITY shall promptly commence and diligently process any and all initial studies and assessments required by CEQA, and to the extent permitted by CEQA, the CITY shall use the EIR and other existing environmental reports and studies as adequately addressing the environmental impacts of such matter or matters, without requiring new or supplemental environmental documentation. In the event CEQA requires any additional environmental review, the CITY may impose additional measures (or conditions) to mitigate, as permitted by CEQA, the adverse environmental impacts of such future entitlements, which were not considered at the time of approval of the Project. G. CITY Fees and Mandates by State and Federal Laws The Parties acknowledge and agree that the fees and impositions which may potentially be imposed by the CITY on the Project and Property Owners (collectively "fees") fall within one of three categories: (a) fees for processing land use and construction permit applications which are not otherwise governed by the provisions of Section 66000 of the Government Code (but which are subject to the limitations set forth in Sections 66013, 66014, and 66016-66018.5 of the Government Code) (collectively, the "Processing Fees"); (b) fees or other monetary exactions which are contemplated under ordinances or resolutions in effect as of the date of this Development Agreement and which purport to defray all or a portion of the cost of impacts to certain public facilities, improvements and other amenities from the development projects, including any fees described in Government Code Sections 66000 et seq. (collectively, the Development Agreement 12 Richland Communities, Inc. "Existing Fee Categories") (the Existing Fee Categories include any increases, decreases, or other modifications to existing fees, so long as such modified fees relate to the same category of impacts identified in the Existing Fee Categories); and (c) fees or other monetary exactions which may be imposed in the future by the CITY for purposes of defraying all or a portion of the cost of public facilities, improvements, or amenities related to development projects, but excluding the Existing Fee Categories ("other Fees"). The Property Owners' obligation to pay Fees shall be specifically governed by the following provisions: 1. Processing Fees. The CITY may charge Planning and Engineering Plan Check and Permit Fees and Building Permit Fees which are in force and effect on a CITY-wide basis at the time of Property Owners' application for a land use entitlement or a construction permit. The amount of any Processing Fees shall be determined by the CITY in accordance with all applicable laws, including, without limitation, Government Code Sections 66013, 66014, and 66017-66018.5 (or any successor laws, as applicable). Unless otherwise agreed by Property Owners and the CITY, the Processing Fees assessed Property Owners shall be the same as those imposed upon other development projects throughout the jurisdictional limits of the CITY. 2. Other Fees. In consideration of the Property Owners' Agreement to modify the Project Entitlements as specifically set forth in this Development Agreement and implement the timing of development in accordance with the terms set forth above, no Other Fees shall be imposed upon the Property Owners or the Project during the Term of this Development Agreement, except as may be specifically required to carry out any state or federal law or mandate enacted after the effective date of this Development Agreement, as necessary to mitigate environmental impacts of the project in accordance with 2.G above. 3. Fiscal Impact Analysis. CITY does not require Property Owners or the Project to complete a fiscal impact analysis for application or issuance of any approvals or permits that CITY might issue under this Development Agreement. H. Non-discretionary Permits The Parties acknowledge that in the course of implementing the Project, Property Owners will, from time to time, apply to the CITY for various ministerial permits, licenses, consents, certificates, and approvals, including, without limitation, non-discretionary subdivision approvals, grading permits, construction permits, certificates of occupancy and permits required to connect the Project to utility systems under the CITY's jurisdiction (collectively the "Non-Discretionary Permits"). Property Owners shall have the right to apply for any such Non-Discretionary Permits in accordance with the Existing Laws (and any applicable Future Policies under Section 2.B, above). The CITY shall issue to Property Owners, upon such applications, all required Non-Discretionary Permits, subject only to compliance with the terms of this Development Agreement, the CITY's usual and customary fees and charges for such applications and Non- Discretionary Permits (subject to the provisions of Section H above) and the terms and conditions of the applicable permit applications. The CITY further agrees that upon its approval of any plans, specifications, design drawings, maps, or other submittals of Property Owners in conjunction with such Non-Discretionary Permits (the "Approved Plans"), all further entitlements, approvals and consents required from the CITY to implement the Project which are consistent with and further implement such Approved Development Agreement 13 Richland Communities, Inc. Plans, shall be expeditiously processed and approved by the CITY in accordance with this Development Agreement. I. Cooperation 1. Cooperation with Other Public Agencies. The CITY acknowledges that the Property Owners may apply from time to time for permits and approvals as may be required by other governmental or quasi-governmental agencies having jurisdiction over the Project, in conjunction with the development of or provision of services to the Project, including, without limitation, approvals in connection with developing and implementing a tertiary water system, potential transportation improvements and other on-site and off- site infrastructure. The CITY shall cooperate with Property Owners in its efforts to obtain such permits and approvals from such agencies (including without limitation, the Cucamonga Valley Water District, and the Inland Empire Utilities Agency). 2. Construction of Off-Site Improvements. To the extent that Property Owners are required to construct off-site street improvements as a condition of developing the Project, the Property Owners shall make good faith efforts to acquire the off-site property interests required to construct such public improvements. If Property Owners fail to do so, Property Owners shall, at least 120 days prior to submittal of the first final subdivision map for approval, enter into an agreement to complete the improvements under Government Code Sections 66462 and 66462.5 at such time as the CITY decides to acquire the property interests required for the public improvements. Such agreement shall provide for payment by Property Owners of all costs incurred by the CITY if the CITY decides to acquire the off-site property interests required in connection with the subdivision. Security for a portion of those costs shall be in the form of a cash deposit in the amount given in an appraisal report obtained by the CITY at Property Owners' cost. The appraiser shall have been approved by the CITY prior to commencement of the appraisal. To the extent that such off-site improvements, or the construction of any substantial infrastructure on-site, substantially benefit other property owners or other portions of the jurisdiction of limits of the CITY, the CITY agrees to assist Property Owners to the fullest extent possible in obtaining reimbursement or other fair share contribution by such other benefited property owners. Such assistance may include, without limitation, conditioning the approval of development projects proposed by such benefited property owners upon such owners' contribution, on a fair share, pro-rata basis, to the construction cost of such improvements. Without limiting the generality of the foregoing, the CITY agrees with respect to the infrastructure improvements which are adjacent to and benefit other properties (whether such properties are undeveloped or developed), any further discretionary approvals sought by such property owners shall be conditioned to require fair share reimbursement to Property Owners for construction and related costs incurred in providing such improvements to the extent legally permissible. 3. Public Financing. The Parties hereby acknowledge that substantial public improvements must be funded in order to contribute to the Park Fee, Equestrian Fee and School Fees and the remainder of the Project Site and that public financing of a substantial portion of these improvements will be critical to the economic viability of the Project. Subject to CITY's ability to make all findings required by applicable law and complying with all applicable legal procedures and requirements, the CITY agrees to cooperate with and assist Property Owners to the fullest extent possible in developing Development Agreement 14 Richland Communities, Inc. and implementing a public financing plan for the construction of the public infrastructure improvements. The implementation of such plan may include, without limitation, the formation of one or more assessment districts, or Mello-Roos community facilities districts, or the issuance of bonds, certificates of participation, or other debt securities necessary to implement such plan. All formation costs shall be borne by Property Owners subject to reimbursement by the Community Facilities District. J. Creation of the Landscape and Street Lighting Maintenance District The CITY agrees to promptly form the necessary Landscape Maintenance District (LIVID) pursuant to California Streets and Highways Code Sections 22500 et seq (the "Landscape and Lighting Act of 1972") for the Project development to encompass the Project Site as well as the area being annexed by the CITY. However, the Property Owners shall annex to the existing Street Lighting District. The Property Owners shall pay for the formation of the LIVID. The Parties agree that the LIVID must be established no later than recordation of the first final tract map and that the CITY may create an LIVID, which allow annexation of other areas. In addition, if outside agencies, upon their review and approval of various components of the project, impose any non-standard improvements that require extraordinary maintenance responsibilitiesof the CITY, the CITY may impose the creation additional maintenance districts upon the proposed development. Upon formation of the LIVID, the CITY (through the LIVID) shall assume full responsibility for the maintenance, repair and replacement of the improvements to be maintained by the LIVID pursuant to the LMDs governing documents. The Parties also acknowledge that assessments for the LMDs are collected annually in June, and to the extent that assessments are collected through the LIVID for the period ending June 2006, the CITY may request, and the Property Owners agree to provide, a reasonable cash deposit to fund the LIVID. The CITY shall promptly upon receipt of assessments the following June, reimburse Property Owners for any such cash advances to fund the LMDs. Section 3. ANNUAL REVIEW A. Good Faith Compliance Pursuant to California Government Code Section 65866.1, the CITY shall once every twelve (12) months during the term of this Development Agreement, review the extent of good faith substantial compliance by Property Owners with the terms of this Development Agreement; provided, however, that it is intended that this review shall apply to the Project Site as a whole, as opposed to each individual property owner who may own a parcel comprising the Project Site. In connection with such annual review, Property Owners shall provide such information as may reasonably be requested by the CITY in order to determine whether any provisions of this Agreement have been breached by Property Owners. If at any time prior to the review period there is an issue concerning a Property Owners' compliance with the terms of this Development Agreement, the provisions of this Section 3 shall apply. B. Certificate of Compliance If Property Owners are found to be in compliance with this Development Agreement after annual review, the City Planner shall, upon written request by Property Owners, issue a certificate of compliance ("Certificate of Compliance") to Property Owners stating that, based upon information known to the CITY, the Development Agreement remains in effect and Property Owners are not in default. The Certificate of Development Agreement 15 Richland Communities, Inc. Compliance shall be in recordable form and shall contain such information as shall impart constructive record of notice of compliance. Property Owners may record the Certificate of Compliance in the Official Records of the County of San Bernardino. C. Findinn of Default If, upon completion of the annual review, the City Planner intends to find that Property Owners have not complied in good faith with the material terms of this Agreement (a "Default"), he shall first give written notice of such effect to the Property Owners, pursuant to Section 3, Annual Review, subsection M — Notices, of this Agreement. The notice shall be accompanied by copies of all staff reports, staff recommendations and other information concerning Property Owners' compliance with the terms of this Development Agreement as the CITY may possess and which is relevant to determining Property Owners' performance under this Development Agreement. The notice shall specify in detail the grounds and all facts allegedly demonstrating such noncompliance, so Property Owners may address the issues raised on a point-by-point basis. Property Owners shall have twenty (20) days after its receipt of such notice to file a written response with the City Planner. Within 10 days after the expiration of such 20-day response period, the City Planner shall notify Property Owners whether he has determined that Property Owners are in Default under this Development Agreement ("Notice of Default"). Such Notice of Default shall specify the instances in which the Property Owners have allegedly failed to comply with this Development Agreement and the terms under which compliance can be obtained. The Notice of Default shall also specify a reasonable time for Property Owners to meet the terms of compliance, which time shall not be less than thirty (30) days from the date the Notice of Default was served on the Property Owners, and which shall be reasonably related to the time necessary to bring Property Owners' performance into good faith compliance. D. Right to Appeal Upon receipt of the Notice of Default, the Property Owners may appeal the City Planner's decision directly to the City Council. Such appeal shall be initiated by filing a written notice of appeal with the City Clerk within the (10) calendar days following the Property Owners' receipt of the Notice of Default. The hearing on such appeal shall be scheduled in accordance with Section 17.02.080 of the CITY Development Code. At the hearing, Property Owners shall be entitled to submit evidence and to address all the issues raised by the Notice of Default. If, after considering all the evidence presented at the hearing, the City Council finds and determines on the basis of substantial evidence the Property Owners are in Default, then the City Council shall specify in writing to Property Owners the instances in which the Property Owners has failed to comply and the terms under which compliance can be obtained, and shall also specify a reasonable time for Property Owners to meet the terms of compliance, which time shall not be less than thirty (30) days from the date of such writing from the City Council and which shall be reasonably related to the time necessary to bring Property Owners' performance into good faith compliance. In the event of a Notice of Default, the timeframe for compliance in Section 3 — Annual Review, subsection C — Finding of Default, of this Agreement cannot be enforced during this appeal process. E. Property Owners' Cure Rights If Property Owners are in Default under this Development Agreement, it shall have a reasonable period of time to cure such Default before action is taken by the CITY to terminate this Development Agreement or-to otherwise amend or limit Property Owners' rights under this Development Agreement. In no event shall such cure period Development Agreement 16 Richland Communities, Inc. be less than the time set forth in the finding of Default made under Sections 3C or 3D above (as applicable) or less than the time reasonably necessary to cure such Default. Any such cure period shall be extended by force majeure circumstances described in Section 2D5 above. Section 4. ENFORCEMENT A. Enforcement by Either Party Subject to all requirements mandated by applicable state or federal or other law, this Development Agreement shall be enforceable by any of the parties to this Agreement. B. Cumulative Remedies In addition to any other rights or remedies, any of the Parties may institute legal action to cure, correct or remedy any Default (to the extent otherwise permitted herein and in Government Code Section 65864 et seq. or any successor laws and regulations), to enforce any covenant or agreement herein in this Development Agreement or to enjoin any threatened or attempted violation, including suits for declaratory relief, specific performance, and relief in the nature of mandamus. All of the remedies described above shall be cumulative and not exclusive of one another, and the exercise of any one or more of the remedies shall not constitute a waiver or election with respect to any other available remedy. The provisions of this Section 4B are not intended to modify other provisions of the Development Agreement and are not intended to provide additional remedies not otherwise permitted by law. C. Attorney's Fees In any legal proceedings brought by either party to enforce any covenant or any of the Parties' rights or remedies under this Development Agreement including, without limitation, any action for declaratory or equitable relief, the prevailing party shall be entitled to recover reasonable attorneys' fees and all reasonable costs, expenses and disbursements in connection with such action. Any such attorneys' fees and other expenses incurred by either of the Parties in enforcing a judgment in its favor under this Development Agreement, shall be recoverable separately from and in addition to any other amount included in this judgment, and such attorneys' fees obligation is intended to be severable from the other provisions of this Development Agreement and to survive and not be merged into any such judgment. Section 5. MISCELLANEOUS PROVISIONS A. Successors and Assigns Subject to the provisions of Section 1C above, the terms of this Development Agreement shall be binding upon and inure to the benefit of the Parties, and their successors and assigns. Insofar as this Development Agreement refers to Property Owners, as defined herein, if the rights under this Development Agreement are assigned, the term "Property Owners" shall refer to any such successor or assign. B. Project as a Private Undertakinq It is specifically understood and agreed by and between the Parties that the Project is a private development, that neither parry is acting as the agent of the other in any respect under this Development Agreement, and that each of the Parties is an Development Agreement 17 Richland Communities, Inc. independent contracting entity with respect to the terms, covenants and conditions contained in this Development Agreement. No partnership, joint venture, or other association of any kind is formed by this Development Agreement. The only relationship between the CITY and Property Owners is that of a government entity regulating the development of private property and the owner of such private property. C. Captions The captions of this Development Agreement are for convenience and reference only and shall in no way define, explain, modify, construe, limit, amplify or aid in the interpretation, construction or meaning of any of the provisions of this Development Agreement. D. Mortgage Protection 1. Discretion to Encumber. This Development Agreement shall not prevent or limit Property Owners, in any manner, at Property Owners' sole discretion, from encumbering the Project or any portion of the Project or any improvements on the Project, by any mortgage, deed of trust or other security device securing financing with respect to all or any part of the Project or any improvements thereon (a "Mortgage"). 2. Effect of Default. This Development Agreement shall be superior and senior to any mortgage subsequently placed upon the property, or any portion thereof, or any improvement thereon, including the lien of any mortgage or deed of trust. Despite the foregoing, breach of any provision of this Development Agreement shall not defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith for value. 3. Mortgagee Not Obligated. Notwithstanding anything in this Development Agreement to the contrary, (a) any holder of the beneficial interest under a Mortgage ("Mortgagee") may acquire to or possession of all or any portion of the Project or any improvement thereon pursuant to the remedies provided by its Mortgage, whether by judicial or non-judicial foreclosure, deed in lieu of foreclosure, or otherwise, and such Mortgagee shall not have any obligation under this Development Agreement to construct, fund or otherwise perform any affirmative obligation or affirmative covenant of Property Owners hereunder or to guarantee such performance, and Mortgagee may, after acquiring title to all or any portion of the Project as aforesaid, assign or otherwise transfer the Project or any such portion thereof to any person or entity, and upon the giving of notice of such assignment or transfer to the CITY and the assumption by the assignee or transferee of the obligations of the Property Owners with respect to the Property Owners or portion thereof so acquired which arise or accrue from and after the date of assignment or transfer, Mortgagee shall be relieved and discharged of and from any and all further obligations or liabilities under this Development Agreement with respect to the Project or portion thereof so assigned or transferred; and (b) the consent of CITY shall not be required for the acquisition of all or any portion of the Project by any purchaser at a foreclosure sale conducted pursuant to the terms of any Mortgage, and such purchaser shall, by virtue of acquiring title to the Project or such portion thereof, be deemed to have assumed all obligations of Property Owners with respect to the Project or portion thereof so acquired which arise or accrue subsequent to the purchase date, but such purchaser shall not be responsible for any prior defaults of Property Owners; provided, however, that in either of the instances referred to in clauses (a) or (b) above, to the extent any obligation or covenant to be performed by Property Owners is a condition to granting of a specific benefit or to the performance of a specific covenant by Development Agreement 18 Richland Communities, Inc. CITY, the performance thereof shall continue to be a condition precedent to the CITY's granting of such benefit and performance of such covenant hereunder. 4. Notice of Default to Mortgagee: Right of Mortgagee to Cure. If a Mortgagee files with the City Clerk, a written notice requesting a copy of any Notice of Default given Property Owners under this Development Agreement and specifying the address for delivery thereof, the CITY shall deliver to such Mortgagee, concurrently with delivery thereof to Property Owners, any notice given to Property Owners with respect to any claim of the CITY that Property Owners have not complied with the terms of this Development Agreement or is otherwise in Default under this Development Agreement. Each such Mortgagee shall have the right (but not the obligation) for a period of thirty (30) days after the expiration of any cure period given to Property Owners with respect to such Default, to cure such default; provided, however, that if any such Default cannot, with diligence, be remedied or cured within such thirty (30) day period, then such Mortgagee shall have such additional time as may be necessary to remedy or cure such Default, if such Mortgagee commences to remedy or cure within such thirty (30) day period, and thereafter diligently pursues and completes such remedy or cure. Notwithstanding the foregoing, if the Default is of a nature which can only be cured by Mortgagee by obtaining possession, such Mortgagee shall be deemed to have remedied or cured such Default if such Mortgagee shall, within such thirty (30) day period, commences efforts to obtain possession and carry the same forward with diligence and continuity through implementation of foreclosure, appointment of a receiver or otherwise, and shall thereafter remedy or cure or commence to remedy or cure the Default within the cure period specified in Section 3E above. 5. Bankruptcy. Notwithstanding the provisions of Section 5D4 above, if a Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof to obtain possession of the Project Site by any process or injunction issued by any court or by any reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Property Owners, Mortgagee shall for the purposes of this Development Agreement be deemed to be proceeding with diligence and continuity to obtain possession of the Property during the period of such prohibition if Mortgagee is proceeding diligently to terminate such prohibition. 6. Amendment to Development Agreement. The CITY and Property Owners agree not to modify this Development Agreement or to allow this Development Agreement to be modified or amended in any way, or cancel this Development Agreement, without the prior written consent of each Mortgagee, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything stated above to the contrary, the CITY and Property Owners shall cooperate in including in this Development Agreement, by suitable implementing agreement from time to time, any provision which may reasonably be requested by a proposed Mortgagee for the purpose of implementing the mortgagee-protection provisions contained in this Development Agreement and allowing such Mortgagee reasonable means to protect or preserve the lien of the Mortgage on the occurrence of a default under the terms of this Development Agreement. The CITY and Property Owners each agree to execute and deliver (acknowledge, if necessary for recording purposes) any implementing agreement necessary to effect such request; provided, however, that any such implementing agreement shall not in any material respect adversely effect any rights of the CITY under this Development Agreement or be materially inconsistent with the substantive Development Agreement 19 Richland Communities, Inc. provisions of this Development Agreement, the Project Entitlements and the Existing Laws. E. Consent Where the consent or approval of any of the Parties is required in or necessary under this Development Agreement, unless the context otherwise indicates, such consent or approval shall not be unreasonably withheld. F. Entire Agreement This Development Agreement and the documents attached to and referred to in this Development Agreement constitute the entire agreement between Parties with respect to the subject matter of this Development Agreement. G. Further Actions and Entitlements Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated under this Development Agreement in the performance of all obligations under this Development Agreement and the satisfaction of the conditions of this Development Agreement. H. Governing Law This Development Agreement including, without limitation, its existence, validity, construction and operation, and the rights of each of the Parties shall be determined in accordance with the laws of the State of California. I. Recording The City Clerk shall cause a copy of this Development Agreement to be recorded in the office of the Recorder of the County of San Bernardino no later than ten (10) days following the effective date of this Development Agreement. Once any lot or parcel in the Project has been improved with a structure pursuant to this Development Agreement for which the CITY has issued a Certificate of Occupancy, this Development Agreement shall be deemed terminated with respect to such lot or parcel. While Parties intend for such termination to be effective without further documentation, the CITY agrees to execute such documentation as a Title Company shall reasonably require to evidence such termination t the public record. J. Time Time is of the essence in this Development Agreement and of each and every term and condition of this Development Agreement. K. Waiver The failure of any of the Parties at any time to seek redress for any violation of this Development Agreement or any applicable law or regulation or to insist upon the strict performance of any term or condition shall not prevent any subsequent act or omission of the same or similar nature which would have originally constituted a breach of or default under this Development Agreement from having all the force and effect of an original breach or default, and such subsequent act or omission may be proceeded against to the fullest extent provided by this Development Agreement. No provision of this Development Agreement shall be deemed to have been waived by a party unless the waiver is in writing and signed by any of the Parties. Development Agreement 20 Richland Communities, Inc. L. Partiallnvalidity If any term, covenant, condition or provision of this Development Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Development Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. M. Notices All notices between the CITY and Property Owners and any transferee under this Development Agreement, shall be in writing and shall be given by personal delivery, mail or facsimile. Notice by personal delivery or facsimile shall be deemed effective upon delivery of such notice to the party for which it is intended at the address set forth below (or, in the case of a transferee in a written notice to the CITY). Notice by mail shall be deemed effective upon receipt or rejection of the addressee. The Parties' current address are as follows: To CITY: Mr. Jack Lam, AICP City Manager City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga CA 91730 With Copies to: Mr. James Markman City Attorney Richards, Watson, & Gershon One Civic Center Circle Brea CA 92821 To Property Owners: Mr. John Schafer Hill Country S.A. Ltd./Richland Tracy, Ltd. 4100 Newport Place, Suite 800 Newport Beach CA 92660-1403 With Copies to: Either Parties may change its mailing address or the person to whom notices are to be sent at any time by giving written notice of such change to the other Parties in the manner provided above. N. Indemnification Property Owners hereby agree to indemnify, defend, and hold harmless the CITY and its Council members, representatives, agents, officers, attorneys, and employees (the "Indemnified Parties") from and against any third party claim, action, or proceeding against the Indemnified Parties to attack, set aside, void, or annul the approval of this Development Agreement, the Land Use Entitlements, or both. Development Agreement 21 Richland Communities, Inc. IN WITNESS WHEREOF, the Parties have duly executed this Development Agreement as of the day and year first above written. CITY OF RANCHO CUCAMONGA RICHLAND TRACY, Ltd. a Florida limited partnership By: Richland Ventures Inc., a Florida Corporation, its general partner By: By: Mayor Name/Title Date: Date: ATTESTED TO: HILL COUNTRY, S.A. Ltd., a Texas limited partnership By: Richland Stone Oak, Inc. a Texas Corporation, its general partner By: City Clerk Name (Print): Date: Title: Date: APPROVED AS TO FORM: City Attorney Date: Attorney's for Hill Country S.A., Ltd. Attorneys for Richland Tracy, Ltd. Development Agreement 22 Richland Communities, Inc. EXHIBIT "A" DEVELOPMENT AGREEMENT DRC2002-00156 LEGAL DESCRIPTION REAL PROPERTY IN THE UNINCORPORATED AREA OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL NO 1 (225-083-01) THE SOUTHWEST '% OF THE SOUTHWEST 1/4 , AND THE WEST ''/2 OF THE SOUTHEAST '/. OF THE SOUTHWEST %, ALL IN SECTION 21, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPTING THEREFROM THE SOUTH 30 FEET THEREOF. PARCEL NO 2 (225-083-13) THE NORTHEAST ''% OF THE SOUTHEAST ''/.OF THE SOUTHWEST % OF SECTION 21, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. PARCEL NO 3 (225-083-12) THE NORTHEAST '/. OF THE SOUTHWEST '/. OF SECTION 21, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LANDS. EXCEPTING THEREFROM ALL MINERALS, MINERAL INTEREST, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, WITHOUT THE RIGHT TO ENTER UPON, PROCESS OR USE ANY PORTION OF THE SURFACE OF SAID LAND ABOVE A DEPTH OF 500 FEET BELOW THE SURFACE, AS RESERVED TO RODERICK STEVENSON, ET AL, BY . DEED RECORDED SEPTEMBER 11, 1981, INSTRUMENT NO. 81-202051, OFFICIAL RECORDS. PARCEL NO 4 (225-083-15) THAT PORTION OF THE SOUTH ''/2 OF THE NORTHWEST '/. OF THE SOUTHWEST % OF SECTION 21, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND ON FILE IN THE DISTRICT LAND OFFICE, LYING WEST OF A LINE DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SOUTH '/2 OF NORTHWEST '% OF THE SOUTHWEST Y., SAID POINT BEING NORTH 89010'42" EAST, 356.99 FEET, FROM THE NORTHWEST CORNER OF SAID SOUTH '/2 OF THE NORTHWEST '/. OF THE SOUTHWEST Y. AND SAID CORNER BEING ON THE CENTERLINE OF ETIWANDA AVENUE; THENCE SOUTH 15037'04" EAST, 476.71 FEET; THENCE BY A 1000 FOOT RADIUS CURVE TO THE LEFT, A DISTANCE OF 213.30 FEET, TO A POINT ON THE SOUTH LINE OF SAID SOUTH '/2 OF THE NORTHWEST '% OF THE SOUTHWEST '% AND POINT BEING NORTH 89010'35" EAST, 563.40 FEET, FROM THE SOUTHWEST CORNER OF SAID SOUTH '/2 OF THE NORTHWEST '/. OF THE SOUTHWEST '/., SAID CORNER BEING ON THE CENTERLINE OF ETIWANDA AVENUE. PARCEL NO 5 (225-083-16) THAT PORTION OF THE SOUTH '/2 OF THE NORTHWEST % OF THE SOUTHWEST '% OF SECTION 21, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT, LYING EAST OF A LINE DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SOUTH Yz OF THE NORTHWEST ''%OF THE SOUTHWEST '/., SAID POINT BEING NORTH 89°10'42" EAST, 356.99 FEET FROM THE NORTHWEST CORNER OF SAID SOUTH %x OF THE NORTHWEST '/.OF THE SOUTHWEST %, AND SAID CORNER BEING ON THE CENTERLINE OF ETIWANDA AVENUE; THENCE SOUTH 15037'04" EAST, 476.41 FEET; THENCE BY A 1000-FOOT RADIUS CURVE TO THE LEFT, A DISTANCE OF 213.30 FEET TO A POINT ON THE SOUTH LINE OF SAID SOUTH '/z OF THE NORTHWEST % OF THE SOUTHWEST '''A SAID POINT BEING NORTH 89°10'35" EAST, 563.40 FEET FROM THE SOUTHWEST CORNER OF SAID '/z OF THE NORTHWEST '% OF THE SOUTHWEST %, SAID CORNER BEING ON THE CENTERLINE OF ETIWANDA AVENUE. EXCEPTING THEREFROM AN UNDIVIDED '/z INTEREST IN AND TO ALL OIL, GAS, MINERALS AND/OR OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET BELOW THE SURFACE THEREOF, BUT WITHOUT ANY RIGHTS TO ENTER UPON THE SURFACE OF SAID LAND OR TO THE TOP 500 FEET OF THE SUBSURFACE THEREOF. PARCEL NO. 6 THE SOUTHERLY 30 FEET OF THE SOUTH % OF THE NORTHWEST '/. OF SECTION 21, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPTING THEREFROM THE EAST 20 FEET. ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED MARCH 8, 1951, IN BOOK 2730, PAGE 415, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL NO. 7 THE NORTH %) OF THE NORTHWEST ''/. OF THE SOUTHWEST Y. OF SECTION 21, TOWNSHIP 1 NORTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND APPROVED BY THE SURVEYOR GENERAL, NOVEMBER 13, 1881, AND ON FILE IN THE OFFICE OF THE BUREAU OF LAND MANAGEMENT. APN: 0225-083-01-0-000 AND 0225-083-12-0-000 AND 0225-083-13-0-000 AND 0225-083-15-0-000 AND 0225-083-20-0-000 AND 0225-083-16-0-000 AND 0225-083-24-0-000. PREPARED UNDER MY SUPERVISION: SAND S 4/1/04 �F� E, C, 4SL . O SE, P.L.S. 3640 DATE LICENSE EXPIRES 6-30-2004 N m * Exp. 6/70/2004 No. 3640 G:\405\10\LEGALS�AN N EX.DOC STgrF OF CAL\F��\ BOUNDARY MAP: SB.CF.CD. NW1/4 g a PARCEL 6 .. PARCEL 7 APN 225-063-24 ._ APN 225-06.420 NOT A PART aPARCEL 5 � • w S m F PARCEL 3 w •o NE114 SW ik a `cfv, - e, APN 225483-12 m 5 8• p 4 PARCEL 5 APN 5-08315 APN 2264016 6 APPROAMA LOCATION CUCA"GA COUN7Y L7ISTWCT PWe.IE• 1 o P PARCEL1 PARCEL 2 r b APN 225483.01 NE114 SE 114 SW 114 o APN 225-0&413 Uv ®; SW1 SWIM W72 SEI/4 SWIM rr r --- /UNDERGROUND WATEIWr SEI/4 SEI/4 SWI/4 !! AM 225-08314 (NOT A PART) r >3 _ —To :A—_—:::—WILSON AVENUE (24T11 STREET) 2I _— —_ — 44", — LLOYD W.MICHAEL WATER TREATMENT PLANT EASEMENT NOTES: tO• 'WATER MSM EASEAEITT PER 313r231 OR(NO MOTH) ® 27 PUBLIC ROAD EASENEM PER 907278 OR ' O 'WATER PIPEUNE EASEMENT8 MAIWEN4(CE INGRESS O 39 PUBUC ROAD DEED PER 210147 OR EMBIENT PER 90MIOR ® 3D NGRESSIEGREW EASDW PER 427MT7 0 'OP 2 HECTRICAL POLE LINE EASE11LE71T OF SOUTKRN ® 2D How ROAD B PUBLIC URRY EA4B,BTT CAUFCMLA EDISON COMANY PER 21541337 OR PER 1804377 IO• 106 WIDE EASaeu FOR FLOOD COH)ROLAM WATER CON 1 2V RRLE ROAD FASEAIENT PER 9071371 OR SERVATION OF SAN BERNARDNO ODUNN PER 210166 OR SO 'OF 2 WATER HPELIE EASEMEM PER IBM ( EIOSTNG EASEMENTS TO BE OUR MANED) .wo um wu `.RtcR" la�l `.PineRawat 9nc ,..eurrwo�me wrtm urrt.uv.umor rm.m.n DEVELOPMENT AGREEMENT EXHIBIT TRACT NO. 16072 gE90EMUl LOT.I'NI. 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III w ,em Ism SECTION'A-A' man L ING I I r ,9m 'M ---- -------- -- .. 1700 - -- nm T----- ,eoo —� ,em SECTION'B-B' mm mm � � Mn ,Pm 077 low . ,em ism IWO SECTION'C-C' auaiuv�uamr .. plgl4:1�I.,dJ 4 W �o DEVELOPMENT AGREEMENT EXHIBIT TRACT NO. 16072 REMEIRIK 10T81.3ee GRADING SECTIONS EXHIBIT NO 15 �. �`°"1°���' � RECTION INDEX MAP Sheet 15 Of X Mr INS ---------- ------------- --------------------------- 1?w IRS 1600 SECTION 13-D' jjjjj I IWO Im -------------------- --------- ------ ----- ---------- 1700 ------ ------------------ ----- ----------- ----------- SECTIONE-E PRZP�D FOR: P.; '. ("VIS". PREPARED BY: SECTION INDEX MAP DEVELOPMENT AGREEMENT EXHIBIT T 'ACT NO. 16072 p RESIDENTISL LOTS 1-3W GRADING SECTIONS EXHIBIT NO. 16 Sheet 16 �f 17 m\a rya SECTION•P-F SECTION G•-.O• SECTION N•N „� Mia — SECTION T•T SECnON'J-' s. SECnON'N••'N' J •� a.0..9' mum " �. r s o...o « SECTION V-V 'SECTION%r-'N' SECTION•N-R' ...� v s arras• r r l9r...K "a "y 8ECTION SECTION'O'-b' BECTON P'-7 .•q 'O'-b' STw rL ..v.s. .s. `.Richland `.Pinahu..et 9nc. SECTION R'-R' SECTION W-W s.rvan mo.o.a[ a, �.rwv.0 vrn rwe.Itm/n _ DEVELOPMENT AGREEMENT EXHIBIT TRACT NO. 16072 SECTION T-'r secnoN v-v' GRADING _g SECTIONS S EXHIBIT NO. 17 ES ECT WPL Sheet 17 of 23 yi 1 / �� � `1t� �r �► �X11► / � �11111� ��■�■►� �/1�� moll■►►����� -_- - r , / 1 M D 5 WILY RIW 66. 4T(PROPOSEDIMPROVEMENTS) _ a o •. • UZ 0 om 1' 0.5' 10.5' 14' SLOPE EXIST.TRACT 4' _ .. . 1/4':1• BOUNDARY TEMPORARY ?J - _ GRADED SLOPES -- _ EAST AVENUE (NORTH OF WILSON AVENUE) N.T.S. EAST AVENUE DEDICATION RAY B6' 114. 17 37 36' PROPOSED .� IMPROVEMENTS = - 3� r A.C.BERN SLOPE 1\ EAST AVENUE (SOUTH OF WILSON AVENUE TO SUMMIT AVENUE) N.T.S. (IMPROVEMENTS BASED ON'CONDDTONS OF APPROVAL'FOR T.T.16113) r.suFm.oe `.Ridifand 9'ineNuxet 9nc ]..mr maF.wrnF FAC(I1,110.,IY DEVELOPMENT AGREEMENT EXHIBIT TRACT NO. 16072 � REBQEFlMI.IATB,J6G ' TYPICAL STREET EXHIBIT NO. 19 SECTIONS Sheet 19 of 23 RAV 165(PROPOSED NPROVENOMSJ MWD RAN RAN 54. 59 W 55 ST 7I• 37 14' 37 ST . 30' 25630' S VARIES- T 17 A' 7 63'b' Emnw RAN E0ST7NG RA' in 6'X6' PV d. w AfM CFENCEPER 7N': Dan TWT < GARB PER COY SID. ROUNWy 2% 2% 7A > AT 1010 MEANDERING 6'%6'AIOWQR78 3'PCC ROCK UN® WILSON AVENUE (24TH STREET) ROM GUTTER KT.1 PCC SDEWAW 'V439NAVENUEDEDrAnM -2%MZISDPE W:PATH 0E ELY I RAN 96 57• _. ... ..__ ._ 37 2a .. .._ .. 77 6' S 17 7T 2% ETIWANDA AVENUE N.TS. •ETIWANDA AVENUE DEDICATION �mtl1®N! mommomooff �l�Ii(��(/tF�IAKD�MIG Irwurrm�Av� .IR w wrt..xwu arm Hare p�e I•.OAIIFD m .•.. ......... .."' DEVELOPMENT AGREEMENT EXHIBIT TRACT NO. 16072 EXHIBIT N O. 20 TYPICAL STREET SECTIONS Sheet 20 of 23 TABLE 6.2 PROJECT FAIR SHARE INTERSECTION TRAFFIC CONTRIBUTION -'-- ' YEAR 2020 PROJECT WITH TOTAL % OF PROJECT TOTAL EXISTING . PROJECT PROJECT NEW NEW COST NTERSECTIOWSEGNIENT COST TRAFFIC TRAFFIC TRAFFIC TRAFFIC TRAFFIC SHARE Etiwanda Ave. -'vVast(NS) at: $120,000 319 1,402 142 1,083 13.1% $15,734 • Wilson Ave. (EW Ehwanca Ave. - Eas:(Mi al: I $16.566 • Wilson Ave. (EW) $120,000 291 1,450 180 1,159 13.8% • Summit Ave. t=_W) $120,000 928 1 X83 112 1,055 10.6% $12,739 High and Ave. (EW) $309.000 1,214 2209, 109 995 11.0°Jo $33.850 East Ave. (NS)at: • Wilson Ave. t= $120.000 0 1.305 165 1,305 12.6% $15.172 • Surn Ave. EW' $738.000 510 1,656 106 1,146 9'2% 5162.324 TOTAL $1,527.000 rwwe raa . �idiLand `.fineRuxet 9nc .wm,rrnaen.°e wawuu nam r"wt�`nio,.�,oewuo rwu,m m DEVELOPMENT AGREEMENT EXHIBIT TRACT NO. 16072 / REGIONAL TRANSPORTATION EXHIBIT NO. 2 COST ESTIMATES Sheet 21 of 23 EXHIBIT 7-A CIRCULATION RECOMMENDATIONS CCNSTR;,CT EAS'A VS.-ROM THE NORTH PRCJECT 'BOJN3ARY-O WILSON AVE.AT RS U_TIIVSE Ham=_SECT IONMAD T AS A MAJOR ARTERIAL H'AY N CDEJUNCTIOK WITH DEVELOPMENT. � I CCNSTRl1C-ETP%ANpA AVE.FROM TAE NORTH `\ PROJECT tl'FARV TC TPE SCCH PR08CT SOUND,R'AT ITS U_TLUAM2 iNLFSECT:CN .,\ Y:IDTII N A MAJOR ARTERIA,H'ap :\ CCN_UACTION WRH De-VE'.0?V.=fes z � � w ,\ I I \ I I I II I I I 'll I it SITEI I I I I ` 1� I 1� I I � I I T ' 'NILSON AVE. IY G I� C 2 w 2 uCCNSTR'JC7 THEEXTBSION OF EAST A`r FlhV THF SOIRH PROJECT 30UNOARY Al rH A MNIMOM 26 FOO-P.'. W=W SECTION CC PROVZE 3:TE 0.CCE5<- CONSTRLCTMLSCNAVE FRC" `ETlIANDA AVE.TG=A3T AYE.AT'f5 LCTIMATE HALFScCTION'.VIJTH AS 1. SECONDARY Kw.LN CCNYJNC'TION LEGEND: YJ'Th DEV=_CPVIEN'. .-.AFFIL SIGNAL T -Slop SIGN «II=°LLL ACCESS engineering E-•WAN]A PR3"=T ES!TTM 1 t]RI.RMCc C.vr 11 group, Inc. 7-7 .11®M1EC q1U�n����LLbzcfi���� JJUW Kd✓ t.7H ' ]bIEN/t P10]BVLF pURF 1D ]wrt/..wA Gl aM g1nEti 11AfJlultl PItElA]t!D NI DEVELOPMENT AGREEMENT EXHIBIT TRACT NO. 16072 �'� EXHIBIT NO. 2Z REGIONAL TRANSPORTATION IMPROVEMENTS D�Pe�¢]YnAR APt Sheet 22of 23 .o II II ON BASIN— J' INTERIM I. DETENTION I BASIN rui rboa' .RitR[and�ineRwet 9nc. f..flUK wuln..oF arxr.wu.uvm FA<n1.IlIM,M DEVELOPMENT AGREEMENT EXHIBIT TRACT NO. 16072 PE 91OEFlII.L,C,9,A6! INTERIM DETENTION BASINS OY t'23r f'25 Sheet 23 of 23 �,O�muusml�OY.�Ye1Y0a1> YAW M�