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Development Agreement 1990-0671751RECORDING REQUESTED BY: City of Poway WHEN RECORDED, MAIL TO: City Clerk City of Poway P.O. Box 789 Poway, CA 92064 No Transfer Tax Due 9 .1.1990- 0671751 13 61 18- DEC - 1 990 08 :48 AM SAN DIEGO COUNTY RECORDER'S OFFICE VERA L. LYLE, COUNTY RECORDER RF: 29.00 FEES: 57.00 AF-* 27.00 MF: I.00 This space for Recorder's use DEVELOPMENT AGREEMENT Dated as of November 27 , 1990 by and between CITY OF POWAY and ENVIRONMENTAL DEVELOPMENT, LTD. 0 0 TABLE OF CONTENTS r 1362 Paae I. RECITALS . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Statutory Authority . . . . . . . . . . . . . . . . 1 1.2 Subject Property . . . . . . . . . . . . . . . . . 1 1.3 Notice and Consistency . . . . . . . . . . . . . . 1 1.4 Approvals . . . . . . . . . . . . . . . . . . . . . 2 1.5 Infrastructure Costs and Need for Certainty . . . . 2 1.6 Applicable Standards . . . . . . . . . . . . . . . 2 1.7 Reliance of Developer . . . . . . . . . . . . . . . 2 1.8 Mutual Consideration . . . . . . . . . . . . . . . 2 II. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . 3 2.1 Binding Effect of Development Agreement . . . . . . 3 2.2 Exercise of Governmental Powers . . . . . . . . 3 2.3 Relationship of the Parties . . . . . . . . . . . . 3 2.4 Reservations and Dedications. . . . . . . . . . . . 3 2.5 Term . . . . . . . . . . . . . . . . . . . . . . . 4 3.12 2.5.1 Force Maj eure . . . . . . . . . . . . . . . . 4 2.6 Discretion to Encumber . . . . . . . . . . . . . . 4 III. DEVELOPMENT OF THE PROPERTY . . . . . . . . . . . . . . 5 3.1 Allowed Uses. . . . . . . . . . . . . . . . . 5 3.1.1. Height, Size and Density of Use . . . . . 5 3.1.2. Proposition FF . . . ... . . . . . . . . . 5 3.2 Charity Golf Tournament . . . . . . . . . . . . . 5 3.3 Espola Road and Preliminary Old Coach Road Improvements. . . . . . . . . . . . . . . . . . . 5 3.4 Traffic Improvement . . . . . . . . . . . . . . . 5 3.5 Fire Station Improvements . . . . . . . . . . . . 6 3.6 Park Trails . . . . . . . . . . . . . . . . . . . 6 3.7 Gnatcatcher Habitat . . . . . . . . . . . . . . . 6 3.8 Public Water . . . . . . . . . . . . . . . . . . . 6 3.9 Public Sewer . . . . . . . . . . . . . . . . . . . 6 3.10 Fire Hydrants and Road Access . . . . . . . . . . 6 3.11 Electrical Power . . . . . . . . . . . . . . . . . 6 3.12 Redevelopment Funds . . . . . . . . . . . . . . 6 3.13 Resolution of Completion . . . . . . . . . . . . . 7 3.14 Processing of Applications and Permits . . . . . . 7 3.15 Cooperation in Securing Government Permits . . . . 7 3.16 Eminent Domain . . . . . . . . . . . . . . . . . . 7 3.17 Development Review . . . . . . . . . . . . . . . . 8 3.18 Amendments to Development Documents . . . . . . . 8 IV. FINANCING OF PUBLIC FACILITIES . . . . . . . . . . . . . 8 4.1 Restriction on Special Districts . . . . . . . . . 8 i V. CHANGES IN LAW . . . . . . . . . . . . . . . . . . . . . 9 5.1 Requirements in Conflict with The Specific Development Plan . . . . . . . . . . . . . . . . . 9 5.2 Changes in Federal and State Law . . . . . . . . . 9 5.3 Application of Subsequently Revised Application, Processing, and Inspection Fees . . . . . . . . . . 10 5.4 Subsequent Approvals and Permits of City . . . . . 10 5.5 Periodic Review of Compliance . . . . . . . . . . . 10 VI. VESTING OF DEVELOPMENT RIGHTS . . . . . . . . . . . . . 11 6.1 General Statement . . . . . . . . . . . . . . . . . 11 6.2 Existing Rules to Govern . . . . . . . . . . . . . 11 6.3 Permitted Conditions and Fees . . . . . . . . . . . 12 VII. AMENDMENT, ASSIGNMENT OR TERMINATION . . . . . . . . . . 12 7.1 Amendment . . . . . . . . . . . . . . . . . . . . . 12 7.1.1. Public Hearing . . . . . . . . . . . . . . 12 7.1.2. Nonsubstantial Amendments . . . . . . . . . 12 7.2 Assignment . . . . . . . . . . . . . . . . . . . . 13 VIII. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 13 8.1 Venue . . . . . . . . . . . . . . . . . . . . . . 13 8.2 Applicable Law . . . . . . . . . . . . . . . . . . 13 8.3 Attorney's Fees . . . . . . . . . . . . . . . . . 13 8.4 No Waiver . . . . . . . . . . . . . . . . . . . . 13 8.5 Private Project . . . . . . . . . . . . . . . . . 13 8.6 Utility Capacity . . . . . . . . . . . . . . . . . 13 8.7 No Agency Created . . . . . . . . . . . . . . . . . 14 8.8 No Third Party Beneficiaries . . . . . . . . . . . 14 8.9 Covenant of Good Faith and Fair Dealing . . . . . 14 8.10 Consent . . . . . . . . . . . . . . . . . . . . . 14 8.11 Enforcement . . . . . . . . . . . . . . . . . . . 14 8.12 Notices . . . . . . . . . . . . . . . . . . . . . 14 8.13 Remedies . . . . . . . . . . . . . . . . . . . . . 15 8.13.1 Exception . . . . . . . . . . . . . . . 15 8.14 Entire Agreement . . . . . . . . . . . . . . . . . 15 8.15 Severability . . . . . . . . . . . . . . . . . . . 15 8.16 Counterparts . . . . . . . . . . . . . . . . . 15 ii 1363 DEVELOPMENT AGREEMENT 0 1364 THIS DEVELOPMENT AGREEMENT ( "Development Agreement ") is made and entered into by and between the CITY OF POWAY, a municipal corporation organized and existing under the laws of the State of California ( "City "), and ENVIRONMENTAL DEVELOPMENT, LTD., a California limited partnership ( "Developer "). I. RECITALS 1.1 Statutory Authority. California Government Code Sections 65864, et sea., provides that the legislative body of a city may enter into a development agreement for the development of real property in order to vest certain rights in the developer and to meet certain public purposes of the local government. :The City Council for the City, has previously adopted Ordinance No. 177 establishing procedures and requirements for the approval of development agreements. Such ordinance has been made a part of the Poway Municipal Code as Chapter 17.53. The Developer has applied to the City pursuant to California Government Code Sections 65864- 65859.5, and City's Ordinance No. 177 for approval of a development agreement providing for the agreements of the parties set forth herein. 1.2 Subject Property. The City and the Developer desire to enter into this Development Agreement in order to facilitate the development of certain property (the "Property ") known as the Old Coach Golf Estates (the "Development ") and more fully described in Exhibit "A" and shown on the map set forth on Exhibit "B ", both attached hereto. Such development shall be in accordance with the Planned Community Specific Development Plan 89-01 and any subsequent amendments or revisions thereto ( "Specific Development Plan ") and the final Environmental Impact Report ("EIR") for the Old Coach Golf Estate Planned Community (the "Planned Community "), approved by the City pursuant to resolution on May 15, 1990, and on file with the City Clerk and incorporated herein by reference, Resolution of Approval No. P -90 -34 for Tentative Tract Map ("TTM") 89 -13, Resolution of Approval No. [p -go -cal ] for Revised Tentative Tract Map ("RTTM") 89 -13 -R, and Resolution of Approval No. [ P -90 -91 ] for Conditional Use Permit ( "CUP ") 90 -13. 1.3 Notice and Consistency. The City has given notice of intention to adopt this Development Agreement, has conducted public hearings thereon pursuant to California Government Code Section 65867, and the City's Ordinance No. 177 and has found that the provisions of this Development Agreement and its purposes are consistent with the objectives, policies, general land uses and programs specified in the City's general plan and the Planned Community. 0 9 1365 1.4 Approvals. OnNgvember 27.1990, the City adopted its Ordinance No. : 327 _ approving this Development Agreement, and said ordinance became effective on December 27, 1990 In connection with its approval of the Specific Development Plan, an Environmental Impact Report ("EIR ") was prepared and certified by the City pursuant to a resolution on May 15, 1990. TTM No. 89 -13 with respect to the Property was approved by the City on May 15, 1990. RTTM No. 89 -13 -R with respect to the Property was approved by the City on November 27 , 1990. CUP No. 90 -13 with respect to the Property was approved by the City on November 27 1990. The Agreement Respecting Irrigation Water made as of December 12 , 1990, was entered into by -the City of; Poway &-Deve -leper and is herein incorporated by reference and thus made part of this Development Agreement. 1.5 Infrastructure Costs and Need for Certainty. The Property is a largely vacant area almost totally lacking in required infrastructure improvements. Development of the Property will require the Developer to construct substantial permanent public improvements early in the development and construction process. Certain development risks and uncertainties associated with the long term nature of the Development, including the cost of the portion of these public improvements required to be installed at the inception of the Development, could discourage and deter the Developer from making the long term commitments necessary to develop fully the Property; therefore, the parties desire 'to enter into this Development Agreement in order to reduce or eliminate uncertainties over which the City has control. 1.6 Applicable Standards. The City and the Developer desire to establish as the standards in effect throughout the term of Development contemplated herein, the applicable zoning regulations, design guidelines, building standards, and all other development policies or regulations relative to the Development as the same exist as of the date of approval of this Development Agreement. 1.7 Reliance of Developer. The Developer is relying on the rights vested by this Development Agreement and the City recognizes that the Developer might be subject to substantial liability if the City were to alter or interfere with such rights. 1.8 Mutual Consideration. The City will receive substantial benefits as a result of development of the Property in accordance with the Specific Development Plan including: residential housing of a very low density that promotes the aesthetic quality desired by the City and the community; a 27 -hole championship golf course; dedication, preservation and enhancement of the Sycamore Creek area; dedication of undisturbed open space; enhancement of the financial base of the City through increased assessed valuation for the Redevelopment Agency of the City; the installation of needed public infrastructure 2 1366 improvements, including a total infrastructure system for roads, water, sewer, utilities and drainage. This Development Agreement also will promote and encourage the development of the Property by providing the Developer and its creditors with a greater degree of certainty of the Developer's ability to complete expeditiously and economically the development effort, and the parties agree that the consideration to be received by the City pursuant to this Development Agreement and the rights secured to the Developer hereunder constitute sufficient consideration to support the covenants and agreements of the City and the Developer. II. GENERAL PROVISIONS 2.1 Binding Effect of Development Agreement. This Development Agreement pertains to the Property as described in Exhibit "A ". The burdens of this Development Agreement are binding upon, and the benefits of this Development Agreement inure to, all successors in interest of the parties to this Development Agreement, and constitute covenants which run with the Property, and in order to provide continued notice thereof, this Development Agreement will be recorded by the parties. 2.2 Exercise of Governmental Powers. The City acknowledges that by electing to enter into contractual agreements such as this one, the obligations of which shall survive beyond the term or terms of the present City Council members, that such action will serve to bind the City and future City Councils to the obligations thereby undertaken, and this Development Agreement shall limit the future exercise of certain governmental and proprietary powers of the City. By obligating the City pursuant to this Development Agreement, the City Council has elected to exercise certain governmental and proprietary powers at the time of entering into this Development Agreement rather than deferring its actions to some undetermined future date. The terms and conditions of this Development Agreement have undergone extensive review by the City and its City Council and have been found to be fair, just and reasonable, and the City has concluded that the economic interests of its.citizens and the public health, safety and welfare will be best served by entering into this obligation. 2.3 Relationship of the Parties. It is hereby specifically understood and acknowledged that the Development is a private project and that neither the City nor the Developer will be deemed to be the agent of the other for any purpose whatsoever. 2.4 Reservations and Dedications. It is hereby further understood and agreed that except in connection with the conditions imposed in connection with the approval of TTM 89 -13, RTTM 89 -13 -R, or CUP 90 -13, no reservations or dedications of 3 1367 land within the Development shall be required by the City, nor shall the City require the Developer to install and /or pay for any on -site or off -site improvements or facilities except as expressly provided in TTM 89 -13, RTTM 89 -13 -R, or CUP 90 -13 as part of the conditions imposed in connection with the approval of TTM 89 -13, RTTM 89 -13 -R, or CUP 90 -13, or as otherwise agreed to in writing by the City and the Developer. 2.5 Term. The original term ( "Term ") of this Development Agreement is ten (10) years fromthe date of execution; provided, however, this Development Agreement shall be deemed cancelled and of no further force or effect with respect to any legal lot within the Development upon the completion of all building and related improvements within the individual phase of development which includes any such lot. Upon any such completion, either party may request the other to execute documentation confirming such cancellation, the approval of which shall not be unreasonably withheld or delayed. It has been, and continues to be understood and agreed that, if, at the end of the Term, the Developer is in the process of developing the Property and the construction of at least fifty percent (50 %) of the required infrastructure improvements have been completed, the Term shall be extended until such construction is completed, not to exceed an additional five (5) years after expiration of the Term. Pursuant to California Government Code Section 66452.6, TTM 89 -13 and RTTM 89 -13 -R shall also be extended so that they shall remain valid for a period equal to the Term, as may be extended by this Development Agreement. 2.5.1 Force Maieure. If the Developer has proceeded in good faith, but has been prevented from developing the Property within the time frames set forth in this Paragraph by circumstances beyond its control, including but not limited to strikes, lockouts, unavailability of materials, riots, civil insurrection, abnormal forces of elements, judicial injunctions, Acts of God, or delays caused by the City, or other local, State or Federal agencies, the Term shall be extended for an additional period equal to the period of such delay or delays. 2.6 Discretion to Encumber. This Development Agreement shall not prevent or limit the Developer in any manner, at the Developer's sole discretion, from encumbering the Property or any portion of any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. The City acknowledges that the lenders providing such financing may require certain modifications to this Development Agreement and the City agrees, upon request, from time -to -time, to meet with the Developer and /or representative of such lenders to negotiate in good faith any such request for modification. The City further agrees that it will not unreasonably withhold its consent to any such requested modification. 4 1368 III. DEVELOPMENT OF THE PROPERTY 3.1 Allowed Uses. The Developer shall be entitled to develop the Property in accordance with the Specific Development Plan adopted by City Council on May 15, 1990. 3.1.1. Height, Size and Density of Use. With respect to any building(s) which the Developer proposes to construct as part of the Development which would result in a density or intensity which is equal to or less than that set forth in the Specific Development Plan and /or for which the proposed size, and /or height is equal to or less than that set forth in the Specific Development Plan, no consent or approval of the City or any department thereof shall be required; provided, however, development review shall be conducted pursuant to Chapter 17.52 of the Poway Municipal Code and all required building permits shall be obtained. 3.1.2. Proposition FF. The City and the Developer agree to be bound by the terms and conditions of Proposition FF passed by the voters of the City of Poway on November 8, 1988, and Ordinance No. 283 enacted pursuant thereto. 3.2 Charity Golf Tournament. The Developer and its successors in interest agree to sponsor a charity benefit golf tournament each year to raise money for the continuing support of the Blue Sky Ranch Preserve, the City's public library system, the Performing Arts Center, or any other non - profit charitable organization designated by the City. The first annual tournament shall be held within one year of the opening of the Old Coach Golf Course, and in no event later than July 1, 1995. Each tournament shall be guaranteed by Developer and its successors in interest to raise a minimum of Twelve Thousand Five Hundred Dollars ($12,500.00). 3.3 Espola Road and Preliminary Old Coach Road Improvements. The Developer and its successors in interest agree that, prior to July 1, 1992, the Developer will improve Espola Road in accordance with the conditions contained in Resolution No. P -90 -34 for TTM 89 -13. In addition, that portion of Old Coach Road fronting the fire station shall be realigned to intersect with Espola Road at the four way intersection and traffic signal as shown on TTM 89 -13 and as further shown on Exhibit "C" to this Development Agreement. 3.4 Traffic Improvement. The successors in interest agree that, prior Developer will install a traffic signal Old Coach and Espola Roads. 61 Developer and its to July 1, 1992, the at the intersection of 1369 . 3.5 Fire Station Improvements. The Developer and its successors in interest agree that, prior to July 1, 1994, the Developer will landscape those portions of the fire station site affected by the Development and permanently provide, for the maintenance of such landscaping. 3.6 Park Trails. The Developer and its successors in interest agree that, prior to July 1, 1994, the Developer will complete those portions of the San Dieguito River Valley Regional Trail and the local Blue Sky Trail linkages that are located within the boundaries of the Development. 3.7 Gnatcatcher Habitat. The Developer and its successors in interest agree that, prior to the issuance of any grading permit for the Development, the Developer will pay the sum of Three Hundred Thirty Five Thousand Dollars ($335,000.00) to the City which funds shall be used by the City to acquire suitable habitat for the California Gnatcatcher. The City shall dedicate and maintain all property acquired pursuant to this Section 3.7 as undisturbed wildlife habitat. The Developer's contribution under this Section 3.7 shall not necessarily constitute full satisfaction of the Developer's offsite' mitigation requirements identified in the EIR and made a condition of the Project by the City but shall be credited toward such offsite mitigation requirements. 3.8 Public Water. The Developer and its successors in interest agree that, prior to July 1, 1994, the Developer will install a public water system within the boundary of the Development that is ready for connection to, and with capacity to serve, all properties within the City which have direct access from Old Coach Road or Old Coach Way ( "Adjoining Properties "). 3.9 Public Sewer. The Developer and its successors in interest agree that, prior to July 1, 1994, the Developer will install a public sewer system within the boundary of the Development that is ready for connection to, and with capacity to serve, the Adjoining Properties. 3.10 Fire Hydrants and Road Access. The Developer and its successors in interest agree.that, prior to July 1, 1994, the Developer will install fire hydrants and paved road access within the boundary of the Development that is ready for connection to, and with capacity to serve, the Adjoining Properties. 3.11 Electrical Power. The Developer and its successors in interest agree that, prior to July 1, 1994, the Developer will install a public electrical power system within the boundary of the Development that is ready for connection to, and with capacity to serve, the Adjoining Properties. 3.12 Redevelopment Funds. Because the Development will substantially improve the value of the land with a 27 -hole championship golf course, clubhouse facilities and 156 large lot T • 0 1310 estate homes, the assessed tax value of the land will substantially increase. Whereas the Poway Redevelopment Agency receives one percent of the increased assessed value of the land for application to the Paguay Redevelopment Area, and some people have estimated the increased value of the land if developed in accordance with the Specific Development Plan to be as high as one hundred fifty -seven million dollars ($157,000,000.00), the Poway Redevelopment Agency could receive as much as one million five hundred seventy thousand dollars ($1,570,000.00) in annual redevelopment funding. 3.13 Resolution of Completion. Promptly after completion of any public improvements, facilities, or services set forth in this Development Agreement, the City shall provide the Developer with an instrument so certifying, in the form and substance to enable it to be recorded in the official records of the City. The certification is a conclusive determination that the obligation of the Developer under this Development Agreement has been met with respect to the public improvements, facilities or services for which the certificate is issued. 3.14 Processing of Applications and-Permits. The City will accept the processing and review of all development applications and permits or other entitlements with respect to the development and the use of the Property on an expedited basis and in accordance with this Development Agreement. It is understood by the parties to this Development Agreement that, pursuant to existing law, certain permits and development review approvals may not remain valid for the term of this Development Agreement. Accordingly, the Developer shall have the right to file extensions or new permit or development review applications on portions of the Development where such previously approved permits or development review approvals are about to expire or have expired. Any such permit or development review application filed for the Development shall be reviewed in accordance with the Specific Development Plan and the law in effect as of the date of approval of this Development Agreement. 3.15 Cooperation in Securing Government Permits. The City shall cooperate with the Developer in securing for the Developer all permits which may be required by the City or any other federal or state governmental agency. 3.16 Eminent Domain. If, as a condition of any map or other approval, the City requires the vacation or relocation of existing easements or the improvement of, or entry upon, land not owned by the Developer or the City, the Developer will make a good faith effort to secure the property through a negotiated purchase. Upon notice from the Developer that the Developer has been unable to secure the required property by purchase, the City shall promptly commence eminent domain proceedings to secure the property. In the event the City fails to exercise its right of eminent domain to the extent authorized by law, the condition requiring the property, or entry, upon property, shall be deemed 7 1 1371 waived without further action of either party to this Development Agreement. Costs of acquisition of land or any interest in land not owned by the Developer shall be paid by the Developer in accordance with the terms of a reimbursement agreement which the City and the Developer shall enter into prior to the City taking any action under this paragraph. 3.17 Development Review. Nothing set forth herein . shall impair or interfere with the right of the City to require the processing of building permits as required by law and to conduct its development review of any specific improvements proposed for the Development pursuant to Chapter 17.52 of the Poway Municipal Code; provided, however, no such review shall authorize or permit the City to impose any condition and /or withhold approval to any proposed building the result of which would be inconsistent with any term or provision of this Development Agreement and it is hereby further agreed that the basis for the City's development review shall be limited to architectural design and compatibility with the remainder of the Development. It is further agreed that the City shall in all events provide reasonable alternatives to the design and layout of any proposed building or structure rather than to disapprove any proposed building or structure. 3.18 Amendments to Development Documents. Any amendments or revisions of TTM 89 -13, RTTM 89 -13 -R, CUP 90 -13, or any existing or subsequently granted development approvals, that are consistent with the Specific Development Plan, shall be made in conformance with those rules, regulations, policies, initiatives and ordinances in effect as of the date of approval of this Development Agreement. No amendment or revision of TTM 89 -13, RTTM 89 -13 -R, CUP 90 -13, or any development approval shall include any conditions, or any requirements for reservation or dedication of property, not previously provided for in TTM 89 -13, RTTM 89 -13 -R, or CUP 90 -13. IV. FINANCING OF PUBLIC FACILITIES 4.1 Restriction on Special Districts. The City and the Developer do hereby covenant and agree that during the term of this Development Agreement, no special tax or assessment district, other than the existing Paguay Redevelopment Area, which includes property owned by the Developer in the Development, will be created by the City or any agency or instrumentality of the City by ordinance, resolution, initiative or any other mechanism, unless the Developer expressly then grants such authority and concurs in the creation of said district and the terms and conditions of assessments or special taxes to be levied thereunder. 8 1372 V. CHANGES IN LAW 5.1 Requirements in Conflict with The Specific Development Plan. The Developer shall be entitled to develop the Property in accordance with the Specific Development Plan. The Property shall not be subject to any subsequently enacted amendment of the City's general plan, specific plan, public facilities plan, or similar plan which alters, or is in conflict with, the Specific Development Plan. Additionally, development of the Property shall not be subject to any subsequently enacted development ordinances, policies, rules, regulations or standards that conflict with the Specific Development Plan. Finally, development of the Property shall be exempt from any subsequently enacted initiative or ordinance which limits the number of building permits which may be issued in any year. In Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), the California Supreme Court held that the failure of the parties to provide for the timing of development resulted in a later adopted initiative restricting the time of development to prevail over the development agreement of the parties. It is the intention of the parties to this Development Agreement to cure that deficiency by specifically providing that the Developer shall have the right to develop the Property in such order, at such rate, and at such time as the Developer deems appropriate subject only to the provisions of this Development Agreement. As a material part of this Development Agreement, the City agrees that it will not, except as otherwise specifically authorized by this Development Agreement, determine, or seek to have a judicial determination made, that the Property is subject to any subsequently enacted initiative or ordinance regulating the number of building permits which may be issued in any year. 5.2 Changes in Federal and State Law. The Property may be subject to subsequently enacted state or federal laws or regulations which preempt local regulations, or mandate the adoption of local regulations, and are in conflict with the Specific Development Plan, or this Development Agreement. Upon discovery of a subsequently enacted federal or state law meeting the requirements of this section, each of the parties to -this Development Agreement shall provide the other party with written notice of the state or federal law or regulation, provide a copy of the law or regulation, and a written statement of conflicts with the provisions of this Development Agreement. Promptly thereafter the parties shall meet and confer in good faith in a reasonable attempt to modify this Development Agreement, as necessary, to comply with such federal or state law or regulation. In such negotiations, the parties agree to preserve the terms of this Development Agreement and the rights of the Developer as derived from this Development Agreement to the maximum feasible extent while resolving the conflict. The City agrees to cooperate with the Developer in resolving the conflict 9 • 1373 in a manner which minimizes any financial impact of the conflict upon the Developer. 5.3 _Application of Subsequently Revised Application Processing and Inspection Fees. The Developer is subject to application, processing, and inspection fees that are revised during the term of this Development Agreement, provided that: (1) such fees apply to all similar projects or permits within the City; (2) their application to the Property is prospective only as to applications for building and other development permits or approvals of tentative subdivision maps not yet accepted for processing; and (3) their application would not prevent development in accordance with Section 3.2. 5.4 Subsequent Approvals and Permits of City. The City shall not require the Developer to obtain any further discretionary approvals or discretionary permits for the development of the Property in accordance with the applicable Specific Development Plan during the terms of this Development Agreement unless such approvals or permits, other than those allowed by the Specific Development Plan, are required by the rules, regulations and official policies of the City in force at the date of this Development Agreement or by the applicable Specific Development Plan. In the event any further approvals or permits are required by the City for the development of the Property during the term of this Development Agreement, the City agrees to grant all such approvals or permits to the Developer provided (i) the development authorized by such approvals or permits is in substantial conformance with the Specific Development Plan; and (ii) the Developer has complied with the rules, requirements and regulations for obtaining such approvals or permits in force at the date of this Development Agreement, or as otherwise provided in this Development Agreement. The City agrees that the terms, conditions and requirements for such approvals or permits shall be established in light of the law existing at the date of this Development Agreement and such terms, conditions and requirements shall not prevent development of the Property in substantial accordance with the Specific Development Plan. 5.5 Periodic Review of Compliance. In accordance with California Government Code Section 65865.1, the City Council shall review this Development Agreement at least once each calendar year hereafter. At such periodic reviews, the Developer must demonstrate its good faith compliance with the terms of this Development Agreement. The Developer's duty to demonstrate may be satisfied by the presentation to the City Council of (1) a written report identifying the Developer's performance or the reasons for its excused performance, of the requirements of this Development Agreement, or (2) oral or written evidence presented at the time of review. The parties recognize that this Development Agreement and the documents incorporated herein could be deemed to contain thousands of requirements (i.e., construction standards, landscape standards, etc.) and that 10 1374 evidence of each and every requirement would be a wasteful exercise of the parties' resources. Additionally, the parties recognize and acknowledge that this Development Agreement is not intended to impose on the Developer any specific schedule for the development, but rather is intended to enable the Developer to develop the Property consistent with the Planned Community. Accordingly, the Developer shall be deemed to have satisfied its duty of demonstration when it presents evidence of its good faith effort to avoid the violation of any term of the Specific Development Plan. In this regard, it is hereby agreed and acknowledged that the Developer shall be deemed to be in compliance with this Development Agreement notwithstanding the fact that subsequent to the most recent periodic review, the Developer has not undertaken any development on the Property or has undertaken development which is slower than that set forth in any "pro forma" schedule, so long as market, financing, building or other conditions and factors then prevailing suggest that the schedule actually followed by the Developer is reasonably prudent under the circumstances. Generalized statements of evidence shall be accepted in the absence of evidence that such evidence is untrue. Either party may address any requirements of this Development Agreement; provided, however, that the City shall provide ten (10) days notice of any requirement that it desires to be addressed by the Developer prior to taking action on the annual review. At the conclusion of such periodic annual review, the City Council's finding of good faith compliance by the Developer shall conclusively determine said issue up to the date of such findings for the purposes of future periodic reviews or legal action between the parties. The City further agrees to permit the Developer a reasonable period of time within which to effect the cure of any failure on the Developer's part to comply in good faith with the terms of this Development Agreement. VI. VESTING OF DEVELOPMENT RIGHTS 6.1 General Statement. As a material inducement to the Developer and its lenders to continue with diligent efforts to promote the development of the Property, the City desires to cause all development rights which may be required to develop the Property consistent with the Planned Community to be deemed vested in the Developer as of the date of approval of this Development Agreement. To the greatest extent permitted by law, the Developer is free of all discretionary rights of the City or any body or agency thereof, except as herein provided, to impose any subsequent restrictions or building moratoriums. 6.2 Existing Rules to Govern. In accordance with the terms of California Government Code Section 65866, the City and the Developer agree that except as provided in this Development Agreement, the ordinances, rules, regulations and official policies of the City and its special districts and agencies, including the Specific Development Plan (collectively, the 11 0 0 1375 "Existing Development Policies ") in effect as of the date of this Development Agreement governing the design, density, permitted land uses, improvement and construction standards applicable to the Development shall govern during the Term of this Development Agreement. No amendment to any of the Existing Development Policies of the City adopted by the City Council or other body or agency authorized to make such determination on behalf of the City shall be effective or enforceable by the City with respect to the Development, its design, grading, construction, remodeling, use or occupancy, schedule of development, or with respect to the Developer or its successors or assigns. 6.3 Permitted Conditions and Fees. The City agrees that at the time of granting any subsequent discretionary approvals, or issuing any permits, in connection with the Development or any part thereof, it shall not impose assessments, fees, taxes or exactions, other than those application, processing and inspection fees identified in Paragraph 5.3 of this Development Agreement, the assessments, fees, taxes or exactions specifically included in the City's ordinances, resolutions and written policies in effect as of the date of approval of this Development Agreement, or as set forth in the Specific Development Plan, as may be adjusted annually by the City in proportion to annual, cumulative increases in the Consumer Price Index for All Urban Consumers - San Diego County Area, as published by the United States Department of Labor, Bureau of Labor Statistics. VII. AMENDMENT ASSIGNMENT OR TERMINATION 7.1 Amendment. This Development Agreement may be amended or cancelled in whole or in part only by mutual consent of the parties and in the manner provided in California Government Code Sections 65868, 65867 and 65867.5. 7.1.1. Public Hearing. Any amendment to this Development Agreement which does not relate to the term, permitted uses, density or intensity of use, height or size of buildings, provisions for reservation of land, conditions, terms, restrictions and requirements relating to, subsequent discretionary actions, or any conditions or covenants relating to the use of the Development shall not require a public hearing before the parties execute an amendment hereto; 7.1.2. Nonsubstantial Amendments. Any non - substantial deviations from the terms of this Development Agreement do not require an amendment to this Development Agreement. Before any such non - substantial deviation is implemented, the other party must be given notice of such contemplated deviation. Such deviations which are not 12 0 0 1376 consented to will require submission to the amendment process. 7.2 Assignment. The Developer has had and continues to have the right to sell, assign, or transfer all of its interest in the Property along with all its right, title and interest in and to this Development Agreement to any person, firm or corporation at any time during the term of this Development Agreement without the consent of the City. VIII. MISCELLANEOUS 8.1 Venue. In the event of any legal or equitable proceeding to enforce or interpret the term or conditions of this Development Agreement, the parties agree that venue shall lie only in the federal or state courts in the County of San Diego, State of California. 8.2 Applicable Law. This Development Agreement, and any disputes relating to this Development Agreement, shall be construed under the laws of the State of California. 8.3 Attorney's Fees. In the event of any legal or equitable proceeding to enforce or interpret the terms of this Development Agreement, the prevailing party shall be entitled to all reasonable attorney's fees and costs in addition to any other relief granted by law. , 8.4 No Waiver. The failure of either party to enforce any term, covenant or condition of this Development Agreement on the date it is to be performed shall not be construed as a waiver of that party's rights to enforce this, or any other term, covenant or condition of this Development Agreement at any later date or as a waiver of any term, covenant or condition of this Development Agreement. 8.5 Private Project. It is specifically understood and agreed between the parties that development of the Property is a private project and that the Developer shall have full power and exclusive control of the Property. 8.6 Utility Capacity. On April 3, 1990, the City held a public hearing at which it determined pursuant to City Ordinance No. 304 that the City would allocate sufficient sewer capacity for the Development. Accordingly, the City issued Developer a Letter of Availability for Sewage Capacity on June 11, 1990. The City hereby represents and reaffirms that it has sufficient sanitary sewage capacity for the entire Development. The City further agrees that it will not undertake any act or neglect to perform any act or duty which would impair or inhibit the Developer's receipt of any and all public utility 13 1377 services, the fees for which the Developer has paid or will pay to the City for such services. 8.7 No Agency Created. Nothing in this Development Agreement is intended to create a joint venture, partnership, agency or common enterprise relationship of any kind between the parties. Each party has determined to enter into this Development Agreement as an independent contracting entity with respect to the terms, covenants and conditions contained herein. 8.8 No Third Party Beneficiaries. This Development Agreement is entered into for the sole protection and benefit of the parties and their successors and assigns. No person who is not a party to this Development Agreement shall have any right of action based upon any provision of this Development Agreement. 8.9 Covenant of Good Faith and Fair Dealing. Neither party shall do anything which shall have the effect of harming or injuring the right of the other party to receive the benefits of this Development Agreement. Each party shall further refrain from doing anything which would render its performance, or the performance of the other party, under this Development Agreement infeasible. Each party agrees to do everything which this Development Agreement contemplates that party shall do to accomplish the objectives and purposes of this Development Agreement. 8.10 Consent. Where the consent of either party is required by this Development Agreement, such consent shall not be unreasonably withheld. 8.11 Enforcement. Unless amended, cancelled, or terminated as provided in Section VII of this Development Agreement, this Development Agreement shall continue to be enforceable by any party to it, notwithstanding a change in general or specific plans, zoning, subdivision, building or other regulations adopted by City which alter or amend the rules, regulations or policies applicable to the Development. 8.12 Notices. Any notice or instrument required to be given or delivered to either party to this Development Agreement may be given or delivered by depositing the same in the United States mail, certified mail, postage prepaid, addressed to: City: City of Poway Post Office Box 789 Poway, California 92074 -0789 Attn: James L. Bowersox, City Manager Developer: Environmental Development Ltd. Security Pacific Plaza 1200 Third Avenue, Suite 1324 San Diego, California 92101 Attn: Bruce E. Tabb 14 0 Notice of a change of address shall be delivered in the same manner as any other notice provided herein, and shall be effective three days after mailing by the above - described procedure. 2378 8.13 Remedies. In the event a breach of this Development Agreement occurs, irreparable harm is likely to occur to the non - breaching party and damages may be an inadequate remedy. To the extent permitted by law, therefore, it is expressly recognized that specific enforcement of this Development Agreement is a proper and desirable remedy. 8.13.1 Exception. The City's sole remedy for the Developer's failure to satisfy the requirements of any of Paragraphs 3.2 through 3.11 by the dates specified in those Paragraphs is that the City may void this Development Agreement by giving notice to that effect to the Developer within thirty (30) days of such specified date. 8.14 Entire Agreement. This Development Agreement and the exhibits herein contain the entire agreement between the parties, and is intended by the parties to completely state the Development Agreement in full. Any agreement or representation respecting the matters dealt with herein or the duties of any party in relation thereto, not expressly set forth in this Development Agreement is null and void. 8.15 Severability. If any term, provision, condition, or covenant of this Development Agreement, or the application thereof to any party or circumstances, shall to any extent be held invalid or unenforceable, the remainder of the instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Development Agreement shall be valid and enforceable to the fullest extent permitted by law. 8.16 Counterparts. This Development Agreement has been executed in one or more counterparts, each of which has been deemed an original, but all of which constitute one and the same instrument. 15 1379 IN WITNESS WHEREOF, the undersigned have executed this Development Agreement as of the day and year first above written. "City" CITY OF POWAY By. O'n., — ) L,--- Don Hrggin:E�brigAayor of the City of Poway ATTEST: Marjo ie K. Wahlsten, City le k FORM: Steph Eckis, City Xptorney "Developer" ENVIRONMENTAL DEVELOPMENT, LTD., a California limited partnership By: Planned Real Estate Investments, Inc., a California corporation, general partner By: Bruce E. Tabb, President (Notarization Required) 16 0 IN WITNESS WHEREOF, the undersigned have executed this Development Agreement as of the day and year first above written. "City" CITY OF POWAY ATTEST: By: Don Higginson, Mayor of the City of Poway Marjorie K. Wahlsten, City Clerk APPROVED AS TO FORM: Stephen M. Eckis, City Attorney "Developer" ENVIRONMENTAL DEVELOPMENT, LTD., a California limited partnership By: Planned Real Estate Investments, Inc., a California corporation, general partner By: Bruce E. Tabb, President (Notarization required) 1380 sd58 \mbm \oldcoach \devlop10.agt 16 11/05/90 9:48am CQRPCRATE ACKNICWLEDGME , * * * * * * * * * * * * * * * * * * * * * * * * * ** *138 * * * * * * * * ** * State of * ,�) Cn this the SS. _ day of 1946 before me, * County of C June— * the undersigned Notary Public, personally app ---rte ' * hh * o�zcTr s. s,r�,. Personally known to tt� * JUNE BENNE ( i TARV DIEGOC CALIFORNIA roved to me on the basis of satisfactory to %r SAN DIEGO C.UUtTiY P evidence Sy Comm. Expkea Aug. 1.1994 * be e persons) who executed the within instrument as * - r �� �i'�'17t' or on behalf of the corperation therein named, and acknowledged to mL that the corporation * executed it, * WITNESS my hand and official seal. * * (5/84) Legal Description of Property PARCEL 1: 1382 ALL THAT PORTION OF THE NORTHWEST QUARTER (LOT 3) OF THE SOUTHWEST QUARTER OF SECTION 19, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF, LYING EASTERLY OF A LINE THAT IS PARALLEL TO THE WESTERLY LINE OF SAID NORTHWEST QUARTER (LOT 3) AND IS 687.61 FEET EASTERLY THEREOF, EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE EAST QUARTER CORNER OF SECTION 24, TOWNSHIP 13 SOUTH, RANGE 2.WEST; THENCE SOUTH 33'00156" EAST, 816.25 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 40'43100" EAST, 89.98 FEET; THENCE SOUTH 82'17100" EAST, 70.00 FEET; THENCE SOUTH 52'17100" EAST, 120.00 FEET; THENCE SOUTH 7043000" WEST, 105.29 FEET; THENCE NORTH 82'17100" WEST, 187.50 FEET; THENCE NORTH 14'17100" WEST, 65.00 FEET TO A POINT TO BE KNOWN HEREIN AS POINT "A"; THENCE NORTH 14.17100" WEST, 31.00 FEET; THENCE NORTH 40043100" EAST, 2.98 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT ALL WATER CLAIMS OF RIGHTS TO WATER, IN OR UNDER SAID LAND. PARCEL 2: ALL THAT PORTION OF THE SOUTHWEST QUARTER (LOT 4) OF THE SOUTHWEST QUARTER OF SECTION 19, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF, LYING NORTHERLY OF A LINE THAT IS PARALLEL TO THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER (LOT 4) AND IS 1,209.80 FEET SOUTHERLY THEREOF. EXCEPT ALL CLAIMS OR RIGHTS TO WATER, IN OR UNDER SAID LAND. PARCEL 3: ALL THAT PORTION OF THE SOUTHWEST QUARTER (LOT 4) OF THE SOUTHWEST QUARTER OF SECTION 19, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF, LYING SOUTHERLY OF A LINE THAT IS PARALLEL TO THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER (LOT 4) AND IS 1,209.80 FEET SOUTHERLY THEREOF. EXCEPT ALL CLAIMS OR RIGHTS TO WATER IN OR UNDER SAID LAND. EXHIBIT "A" Page 1 of 6 • • 1383 PARCEL 4A: THE NORTHWEST QUARTER (LOT 1) OF THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF, EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL: BEGINNING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (LOT 1) OF SAID SECTION 30; THENCE ALONG THE EAST LINE OF SAID LOT 1, NORTH 0'06110" WEST, 100.00 FEET; THENCE SOUTH 89053150" WEST, 200.00 FEET; THENCE SOUTH 0'06110" EAST, 100.00 FEET MORE OR LESS TO THE SOUTH LINE OF SAID LOT 1; THENCE EASTERLY ALONG SAID SOUTH LINE 200 FEET MORE OR LESS TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THAT PORTION OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF ROAD SURVEY NO. 335 (ESPOLA ROAD) AND THE CENTER LINE OF ROAD SURVEY NO. 722 (OLD COACH ROAD); THENCE ALONG THE CENTER LINE OF SAID ROAD SURVEY NO. 722 NORTH 5'40137" EAST, 100.78 FEET TO THE TRUE POINT OF BEGINNING, ALSO BEING AN INTERSECTION WITH THE NORTHEASTERLY RIGHT OF WAY OF THE SAN DIEGO AQUEDUCT; THENCE ALONG SAID AQUEDUCT RIGHT OF WAY LINE NORTH 37'24'41" WEST, 356.00 FEET; THENCE NORTH 25.30100" EAST, 241.29 FEET; THENCE SOUTH 64'30100" EAST, 234.52 FEET TO A POINT IN THE ARC OF A CURVE, CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 1000.00 FEET, SAID CURVE BEING THE CENTER LINE OF SAID SURVEY NO. 722; THENCE SOUTHWESTERLY ALONG SAID CENTER LINE AND CURVE THROUGH A CENTRAL ANGLE OF 19'4912311, A DISTANCE OF 345.98 FEET TO THE SOUTHERLY TERMINUS THEREOF; THENCE CONTINUING ALONG SAID CENTER LINE SOUTH 5'40'37" WEST, 68.34 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT ALL WATER CLAIMS OR RIGHTS TO WATER, IN OR UNDER SAID LAND. PARCEL 4B: THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 30, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOW: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1 OF SAID SECTION 30; THENCE ALONG THE EAST LINE OF SAID LOT 1, NORTH 0. 06110" WEST, 100.00 FEET; THENCE SOUTH 89'53'50" WEST, 200.00 FEET; THENCE SOUTH 0006110" EAST TO THE NORTH LINE OF THE COUNTY ROAD KNOWN AS ESPOLA ROAD, ACCORDING TO PLAT OF ROAD SURVEY NO. 335 ON FILE IN THE OFFICE OF THE COUNTY ENGINEER; THENCE ALONG SAID NORTH LINE SOUTH 83026148" EAST TO A LINE WHICH BEARS SOUTH 0.06110" EAST FOR THE POINT OF BEGINNING; THENCE NORTH 0'06110" WEST, 112.61 FEET TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION LYING WITHIN SAID LOT 1 OF SECTION 30. EXHIBIT "A" Page 2 of 6 PARCEL 4C: if 1384. THAT PORTION OF LOT 1 IN THE NORTHWEST QUARTER OF SECi'IUN 30, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS; BEGINNING AT THE SOUTHEAST CORNER OF LOT 1 OF SAID SECTION -30; THENCE ALONG THE EAST LINE OF SAID LOT 1, NORTH 0'06110" WEST, 100.00 FEET; THENCE SOUTH 89.53150" WEST, 200.00 FEET; THENCE SOUTH 0.06110" EAST, 100 FEET, MORE OR LESS, TO THE SOUTH LINE OF SAID LOT 1; THENCE EASTERLY ALONG SAID SOUTH LINE, 200 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 5: ALL THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF, LYING BETWEEN THE SOUTHERLY LINE OF THE NORTHWEST QUARTER (LOT 1) OF THE NORTHWEST QUARTER OF SAID SECTION 30, AND THE NORTHERLY LINE OF THE COUNTY ROAD KNOWN AS ESPOLA ROAD, ACCORDING TO THE PLAT OF ROAD SURVEY NO. 335, ON FILE IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY, AS SAID SOUTHERLY LINE OF LOT 1 AND THE NORTHERLY LINE OF ROAD SURVEY NO. 335 ARE SHOWN ON RECORD OF SURVEY NO. 6721, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 3, 1966 AND LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE SOUTHEAST CORNER OF LOT 1 OF SAID SECTION 30; THENCE ALONG THE EAST LINE OF SAID LOT 1, NORTH 0'06110" WEST, 100.00 FEET; THENCE SOUTH 89'53150" WEST, 200.00 FEET TO THE TRUE POINT OF BEGINNING OF THE HEREIN DESCRIBED LINE; THENCE SOUTH 0.06110" EAST TO THE NORTH LINE OF SAID ROAD SURVEY NO. 335. EXCEPT ALL WATER CLAIMS OR RIGHTS TO WATER, IN OR UNDER SAID LAND. PARCEL 6: ALL OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 25, TOWNSHIP 13 SOUTH, RANGE 2 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF. EXCEPT ALL WATER CLAIMS OR RIGHT TO WATER IN OR UNDER SAID LAND. EXHIBIT "A" Page 3 of 6 PARCEL 7: 1385 THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 24, IN TOWNSHIP 13 SOUTH, RANGE 2 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF'SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF. EXCEPTING THEREFROM THAT PORTION OF SAID NORTHEAST QUARTER OF SAID SOUTHEAST QUARTER OF SECTION 24 DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF LOT J, "RESERVED FOR FUTURE STREET ", OF VALLE VERDE COUNTRY' CLUB ESTATES, ACCORDING TO MAP THEREOF NO. 4683, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 21, 1960; THENCE NORTH 88'33117" WEST, ALONG THE NORTHERLY LINE OF SAID LOT 3, A DISTANCE OF 30.00 FEET; THENCE NORTH 1'26143" EAST, 232.00 FEET TO THE BEGINNING OF TANGENT 550.00 FOOT RADIUS CURVE, CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 20'1615311, A DISTANCE OF 194.69 FEET; THENCE RADIAL TO SAID CURVE NORTH 68'16124" WEST, 30.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 76033132" WEST, 484.14 FEET; THENCE NORTH 4'02132" WEST, 280.84 FEET; THENCE NORTH 84'41138" EAST, 271.61 FEET; THENCE SOUTH 63.04142" EAST, 426.61 FEET TO A POINT ON THE ARC OF A 580.00 FOOT RADIUS CURVE, CONCAVE EASTERLY, BEING CONCENTRIC WITH AND DISTANT 30.00 FEET WESTERLY MEASURED RADIALLY FROM THE ABOVE MENTIONED 550.00 FOOT RADIUS CURVE A RADIAL LINE" TO SAID POINT BEARS__ NORTH 40'45'24" WEST; THENCE SOUTHERLY ALONG THE ARC OF SAID 580.00 FOOT CURVE, THROUGH A CENTRAL ANGLE OF 27.3110011, A DISTANCE OF 278.55 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 8: ALL THAT PORTION OF THE NORTHWEST QUARTER (LOT 3) OF THE SOUTHWEST QUARTER OF SECTION 19, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF, LYING WESTERLY OF A LINE THAT IS PARALLEL TO THE WESTERLY LINE OF SAID NORTHWEST QUARTER (LOT 3) AND IS 687.61 FEET EASTERLY THEREOF, EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE EAST QUARTER CORNER OF SAID SECTION 24, TOWNSHIP 13 SOUTH, RANGE 2 WEST; THENCE SOUTH 33'00'56" EAST, 816.25 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 40'43100" EAST, 89.98 FEET; THENCE SOUTH 82.17100" EAST, 70.00 FEET; THENCE SOUTH 52017100" EAST, 120.00 FEET; THENCE SOUTH 7'43100" WEST, 105.29 FEET; THENCE NORTH 82'17100" WEST, 187.50 FEET; THENCE NORTH 14017100" WEST, 65.00 FEET TO A POINT TO BE KNOWN HEREIN AS POINT "A"; THENCE NORTH 14'17100" WEST, 31.00 FEET; THENCE NORTH 40.43100" EAST, 2.98 FEET TO THE TRUE POINT OF BEGINNING. EXHIBIT "A" Page 4 of 6 0 PARCEL 9: 1386 ALL THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 24, TOWNSHIP 13 SOUTH, RANGE 2 WEST,SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF LOT J, "RESERVED FOR FUTURE STREET ", OF VALLE VERDE COUNTRY CLUB ESTATES, ACCORDING TO MAP THEREOF NO. 4683, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 21, 1960; THENCE NORTH 88'33117" WEST, ALONG THE NORTHERLY LINE OF SAID LOT J, A DISTANCE OF 30.00 FEET; THENCE NORTH 1'26143" EAST, 232.00 FEET TO THE BEGINNING OF A TANGENT 550.00 FOOT RADIUS CURVE, CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 20'16153114, A DISTANCE OF 194.69 FEET; THENCE RADIAL TO SAID CURVE NORTH 68'16124" WEST, 30.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 76033132" WEST, 484.14 FEET; THENCE NORTH 4'02132" WEST, 280.84 FEET; THENCE NORTH 84'41138" EAST, 271.61 FEET; THENCE SOUTH 63'04142" EAST, 426.61 FEET TO A POINT ON THE ARC OF A 580.00 FOOT RADIUS CURVE, CONCAVE EASTERLY, BEING CONCENTRIC WITH AND DISTANT 30.00 FEET WESTERLY MEASURED RADIALLY FROM THE ABOVE MENTIONED 550.00 FOOT RADIUS CURVE A RADIAL LINE TO SAID POINT BEARS NORTH 40'45124" WEST; THENCE SOUTHERLY ALONG THE ARC OF SAID 580.00 FOOT CURVE, THROUGH A CENTRAL ANGLE OF 27'311001', A DISTANCE OF 278.55 FEET TO THE TRUE POINT OF BEGINNING, CONTAINING AN AREA OF 4.11 ACRES, MORE OR LESS. PARCEL 10: THE SOUTHWEST QUA] NORTHWEST QUARTER NORTHEAST QUARTER NORTHWEST QUARTER TOWNSHIP 13 SOUTH, THE COUNTY OF SAN PLAT THEREOF. ,ITER OF SECTION 18; THE NORTHEAST QUARTER OF THE OF SECTION 19; THE NORTHWEST QUARTER OF THE OF SECTION 19; THE NORTHEAST QUARTER OF THE OF THE NORTHWEST QUARTER OF SECTION 19; ALL IN RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL ALSO: THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER AND THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 19, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF, LYING WESTERLY OF THE CENTER LINE OF OLD. COACH ROAD, KNOWN AS COUNTY ROAD SURVEY 722. EXHIBIT "A" Page 5 of 6 PARCEL 11: 1387 LOTS 1 AND 2 (THE WEST HALF OF THE NORTHWEST QUARTER) OF SECTION 19, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY THEREOF. EXCEPTING THAT PORTION LYING WITHIN THE BOUNDARY OF VALLE VERDE COUNTRY CLUB ESTATES, ACCORDING TO MAP THEREOF NO. 4683, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 21, 1960. ALSO EXCEPTING THE NORTHEAST QUARTER OF SAID LOT 1. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 89 OF VALLE VERDE COUNTRY CLUB ESTATES, ACCORDING TO MAP THEREOF NO. 4683, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, DECEMBER 21, 1960; THENCE ALONG THE EAST BOUNDARY OF SAID LOT 89, NORTH 01'00126" EAST, 130.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 89; THENCE LEAVING THE BOUNDARY OF SAID LOT 89, SOUTH 88. 51134" SOUTH 88. 51134" EAST, 80.93 FEET; THENCE SOUTH 03017109" WEST, 130.09 FEET; THENCE NORTH 88051134" WEST, 76.06 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 12: THE WEST HALF OF THE SOUTHEAST QUARTER AND THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF. EXCEPTING FROM SAID NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, THE EASTERLY 792.00 FEET THEREOF. PARCEL 13: THE EASTERLY 792.00 FEET OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18, TOWNSHIP 13 SOUTH, RANGE 1 WEST, SAP7 BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF. EXHIBIT "A" Page 6 of 6 Map of Property 9 1388 EXHIBIT "B" �• ;��f �� � ! /� :r. ;.:• ./ ;; (.. •'. •; ,�. '` hoc -__r •�`;r__, 1- . \C `,r -- \� \, \�� , l • � ,•• P' 2 �(�j �I•• % /,� ,° �'�� p0 `0 ��•• �, r,iL��ti --- �1� r��t t 5:� - \` �•' 1�' � '� • •Y ✓ i , I f •�N /per y\ � \q � � :.... _ — .. ^ '__ i r:� r —�� U ' ���: 1 .� V �i,� •' /. �t�t. .. :.:t•. .off � •\ .\� '� f" : .::17: {•.:..v:v ::�.• � C, _. �' n �\ � \.t, ��.,�'•'`,`t.. '�r •� "d �`� � \ , { }icy .v::•; :' / I I � I v tj All t I WIP �\ Y co i t O � • \ /1 66',� �•..:y.•'- '•,� -�+� 1111::••• ••r• + '•'�� -'�b�� ii ,- �'. ,..., `.::: .•., is ; , •. •'•;' \': ;`..t. %;� r' �' =`� '��':a;. 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