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HomeMy WebLinkAbout2013-034 1 RESOLUTION NO. 2013-34 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO ADOPTING THE FACTS, FINDINGS AND STATEMENT 3 OF OVERRIDING CONSIDERATIONS; CERTIFYING THE FINAL 4 ENVIRONMENTAL IMPACT REPORT; ADOPTING THE MITIGATION MONITORING AND REPORTING PLAN; ADOPTING THE SPRING TRAILS 5 SPECIFIC PLAN NO. SP10-01; ADOPTING GENERAL PLAN AMENDMENT NO. GPA 02-09 INCLUDING PRE-ANNEXATION OF THE SPRING TRAILS PROJECT 6 SITE; APPROVING TENTATIVE TRACT MAP (TTM) NO. 15576 (SUBDIVISION NO. 02-09); AND AUTHORIZING EXECUTION OF DEVELOPMENT AGREEMENT NO. 11-01. 8 SECTION 1. RECITALS 9 WHEREAS, the Mayor and Common Council of the City of San Bernardino adopted 10 the City General Plan by Resolution No. 2005-362 on November 1, 2005; and 11 WHEREAS, the Spring Trails project is within the City's sphere of influence and the City determined that a Specific Plan for Spring Trails was appropriate; and 12 WHEREAS, the Spring Trails Specific Plan proposes development of 304 single- 13 family residential lots within a 352.8-acre site situated within a currently unincorporated area 14 of Verdemont in the foothills of the San Bernardino Mountains, north of Meyers Road and northwest of the northerly terminus of Little League Drive (APNs 348-071-05 through -10, 15 348-111-03, -04, -07, -08, -30, and-44); and 16 WHEREAS, the Project proposes approval of Spring Trails Specific Plan No. SP10- 17 01; General Plan Amendment No. GPA 02-09, including pre-annexation of the site and 18 adjacent 26.4-acre area; approval of Tentative Tract Map (TTM) No. 15576 (Subdivision No. 02-09) to subdivide the Project area; and approval of Development Agreement No. 11-01 19 ("Spring Trails Project" or"Project"); and 20 WHEREAS, on November 19, 2009, the Development/Environmental Review 21 Committee (D/ERC) reviewed plans for the Spring Trails Project and recommended that a Notice of Preparation (NOP) for the Project's Environmental Impact Report (EIR) be released 22 for public review; and 23 WHEREAS, on November 24, 2009, the City circulated a Notice of Preparation 24 (NOP) of an Environmental Impact Report (EIR) to responsible agencies, interested parties 25 and the public to solicit comments and concerns regarding the scope of analysis to be conducted for the Spring Trails Project EIR; and 26 WHEREAS, on December 14, 2009, the City conducted a public scoping meeting to 27 provide information about the Spring Trails Project and to receive public comments on the 28 scope of analysis to be conducted for the Spring Trails Project EIR; and 1 2013-34 1 WHEREAS, all comments received at the public scoping meeting and in responses to the NOP were considered in the preparation of a Draft EIR for the Spring Trails Project, and 2 were incorporated in the Draft EIR; and 3 WHEREAS, on July 14, 2011, the D/ERC recommended that the Draft EIR be 4 released for public review; and WHEREAS, a Draft EIR for the Spring Trails Project was circulated for a 45-day 5 public review from July 29, 2011 through September 12, 2011, and three comment letters 6 were received by the City; and 7 WHEREAS, a Final EIR for the Spring Trails Project was prepared pursuant to CEQA 8 requirements, including the Draft EIR, technical appendices to the Draft EIR, responses to all comments submitted in response to the Draft EIR, and changes to the Draft EIR; and 9 WHEREAS, on November 14, 2012, the Planning Commission of the City of San 10 Bernardino held a noticed public hearing on the Spring Trails Project to consider written and 11 oral comments on the Project (except Development Agreement No. DA 11-01), the Final EIR, the Mitigation Monitoring and Reporting Plan, and the Facts, Findings and Statement of 12 Overriding Considerations; and 13 WHEREAS, the Planning Commission, after considering the public testimony and 14 Findings of Fact in the staff report, by a vote of 7:0 (with one abstention) recommended that the Mayor and Common Council not adopt the Facts, Findings and Statement of Overriding 15 Considerations, not certify the Final Environmental Impact Report, not adopt the Mitigation 16 Monitoring and Reporting Plan, and recommended denial of the Project to the Mayor and 17 Common Council; and 18 WHEREAS, on January 23, 2013, the Planning Commission held a noticed public hearing to consider public testimony and the staff report on Development Agreement No. DA 19 11-01; and 20 WHEREAS, the Planning Commission, after considering the public testimony and 21 Findings of Fact in the staff report, by a vote of 4:2 recommended denial of the Development Agreement to the Mayor and Common Council; and 22 WHEREAS, notice of the public hearing for the Mayor and Common Council's 23 consideration of the proposed Resolution was published in The Sun newspaper on February 8, 24 2013. 25 WHEREAS, the Mayor and Common Council conducted a noticed public hearing on February 19, 2013, and fully reviewed and considered the Final EIR; the Mitigation 26 Monitoring and Reporting Plan; the Facts, Findings and Statement of Overriding 27 Considerations; and the recommendation of the Planning Commission with respect to the 28 Project. 2 2013-34 1 NOW, THEREFORE, BE IT RESOLVED, FOUND AND DETERMINED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO 2 AS FOLLOWS: 3 4 SECTION 2. ENVIRONMENTAL IMPACT REPORT FINDINGS A. The facts and statements contained in the above-Recitals are true and correct. 5 B. The Final EIR for the Spring Trails Project, comprised of the Draft EIR and 6 technical appendices, a list of all persons and agencies that submitted comments on the Draft 7 EIR, all written comments on the Draft EIR, text changes to the Draft EIR, and written 8 responses to all comments, was prepared pursuant to CEQA requirements and is attached as "Attachment 7" to the Council staff report dated February 19, 2013, and incorporated herein 9 by reference.. 10 C. The Mayor and Common Council exercised independent analysis and judgment in 11 its review of the Spring Trails Project Final EIR, and considered all contents of the Final EIR prior to taking an action on certification of the Final EIR, and prior to making a decision on 12 the Project. 13 D. The Final EIR has identified all significant adverse environmental effects of the 14 Project as set forth in the Facts, Findings and Statement of Overriding Considerations, attached as "Attachment 8" to the Council staff report dated February 19, 2013, and 15 incorporated herein by reference. 16 E. Although the Final EIR identifies certain significant adverse environmental effects 17 that would result if the Project is approved, all significant adverse environmental effects that 18 can feasibly be avoided or mitigated, will be avoided or mitigated by the implementation of the mitigation measures as set forth in the Mitigation Monitoring and Reporting Plan for the 19 Final EIR. The Mitigation Monitoring and Reporting Plan is attached as "Attachment 6" to 20 the Council staff report dated February 19, 2013, and is incorporated herein by reference. 21 F. Potential mitigation measures and other Project alternatives not incorporated into or adopted as part of the Project were rejected as infeasible, based on specific economic, social 22 or other considerations as set forth in the Facts, Findings and Statement of Overriding 23 Considerations. 24 G. The Mayor and Common Council has given great weight to the significant 25 unavoidable adverse environmental impacts identified in the Final EIR. The Mayor and Common Council find that the significant unavoidable adverse environmental impacts are 26 clearly outweighed by the economic, social and other benefits of the Project as set forth in the 27 Facts, Findings and Statement of Overriding Considerations. 28 3 2013-34 1 H. The Mayor and Common Council hereby finds that the findings contained in the Facts, Findings and Statement of Overriding Considerations with respect to the significant 2 impacts identified in the Final EIR for the Spring Trails Project, are true and correct, and are 3 based on substantial evidence in the record, including documents comprising the Final EIR. 4 I. The Final Environmental Impact Report; Mitigation Monitoring and Reporting Plan; and the Facts, Findings and Statement of Overriding Considerations reflect the independent 5 review, analysis and judgment of the Mayor and Common Council of the City of San 6 Bernardino. 7 8 SECTION 3. CERTIFICATION OF THE ENVIRONMENTAL IMPACT REPORT The Final EIR for the Spring Trails Project (SCH #2009111086) is adequate and 9 complete in that it addresses the environmental effects of the Project and fully complies with 10 the requirements of the California Environmental Quality Act (CEQA), the CEQA Guidelines, 11 and the City's Environmental Review Procedures. The Final EIR is hereby certified; the Facts, Findings and Statement of Overriding Considerations are hereby adopted; and the 12 Mitigation Monitoring and Reporting Plan is hereby adopted. 13 14 SECTION 4. PROJECT FINDINGS OF FACT AND APPROVAL Spring Trails Specific Plan No. SP 10-01, General Plan Amendment No. GPA 02-09 15 (Exhibits 1 and 2 to this Resolution, attached and incorporated herein by reference), and 16 Tentative Tract Map No. TTM 15576 (Subdivision No. 02-09) are hereby approved based 17 upon the Findings of Fact contained in the Staff Report to the Mayor and Common Council 18 dated February 19, 2013, and subject to the Conditions of Approval (Attachment 3 to said Staff Report) and both are incorporated herein by reference. 19 20 SECTION 5. DEVELOPMENT AGREEMENT FINDINGS AND APPROVAL A. Development Agreement No. DA 11-01, Attachment 10 to the Staff Report to 21 the Mayor and Common Council dated February 19, 2013, is hereby approved based upon the 22 Findings of Fact contained in said Staff Report, and both are incorporated herein by reference. 23 The Mayor is authorized and directed to execute Development Agreement No. DA 11-01 on behalf of the City. The authorization to execute the Development Agreement is rescinded if 24 the parties fail to execute it within sixty (60) days from the date of adoption of this 25 Resolution. 26 B. Notwithstanding any other provision herein, Development Agreement No. DA 27 11-01 shall take effect 30 days after the adoption of this Resolution by the Mayor and 28 Common Council, and execution of the Agreement by both parties. 4 2013-34 1 SECTION 6. NOTICE OF DETERMINATION In accordance with the provisions of this Resolution, the Planning Division is hereby 2 directed to file a Notice of Determination with the County of San Bernardino Clerk of the 3 Board of Supervisors certifying the City's compliance with the California Environmental 4 Quality Act in preparing and adopting the Final Environmental Impact Report; the Facts, Findings and Statement of Overriding Considerations; and the Mitigation Monitoring and 5 Reporting Plan for the Project. The Planning Division shall forward a copy of the Notice of 6 Determination to the State Clearinghouse. 7 8 SECTION 7. ANNEXATION In accordance with the provisions of this Resolution, the Planning Division is hereby 9 directed to prepare and file an application with the Local Agency Formation Commission 10 ("LAFCO") to initiate annexation of the Spring Trails Specific Plan property. 11 /// 12 ill 13 iii 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5 2013-34 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO ADOPTING THE FACTS, FINDINGS AND STATEMENT OF 2 OVERRIDING CONSIDERATIONS; CERTIFYING THE FINAL ENVIRONMENTAL IMPACT REPORT; ADOPTING THE MITIGATION 3 MONITORING AND REPORTING PLAN; ADOPTING THE SPRING TRAILS 4 SPECIFIC PLAN NO. SP10-01; ADOPTING GENERAL PLAN AMENDMENT NO. GPA 02-09 INCLUDING PRE-ANNEXATION OF THE SPRING TRAILS PROJECT 5 SITE; APPROVING TENTATIVE TRACT MAP (TTM) NO. 15576 (SUBDIVISION NO. 02-09); AND AUTHORIZING EXECUTION OF DEVELOPMENT AGREEMENT 6 NO. 11-01. 7 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor 8 joint regular and Common Council of the City of San Bernardino at a meeting thereof, held on 9 the 19th day of February , 2013, by the following vote to wit: 10 11 Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ X 12 X JENKINS 13 X VALDIVIA 14 SHORETT X 15 KELLEY X 16 JOHNSON X 17 MC CAMMACK X 18 ,e12. //(41fLA- Georgea Hanna, City Clerk 20 21 The foregoing Resolution is hereby approved this al"lay of February 22 2013. 23 `�v A -.....- A TRICE J. MORRIS, Mayor 24 City of San Bernardino 25 Approved as to form: 26 JAMES F. PENMAN City Attorney 27 28 BY: 6 2013-34 EXHIBIT 1 The General Plan, page 2-3, is revised to add the Spring Trails Specific Plan to Table LU-1 as follows: Land Use Element Relationship to Land Use Regulatory Documents 2. Specific Plans Table LU-1 Approved Specific Plans City of San Bernardino Arrowhead Springs Specific Plan CALMAT(A.K.A. Cajon Creek Specific Plan) Highland Hills Specific Plan Paradise Hills Specific Plan Paseo Las Placitas Specific Plan(Also known as the Mt. Vernon Corridor Specific Plan) San Bernardino International Trade Center Specific Plan Spring Trails Specific Plan University District Specific Plan University Business Park Specific Plan 2013-34 EXHIBIT 2 - GENERAL PLAN MAP CITY OF SAN BERNARDINO ' a PLANNING DIVISION PROJECT: SPRING TRAILS LOCATION MAP NORTH HEARING DATE: 2/19/13 SPRING TRAILS SPECIFIC PLAN. a �a 7 Project Site I 4 14 SG101.17 f 51.471 Art I NI 4011111.14 WV'Oat N. r\ '0''}. .r 'Qn ii . --.'. 2013-34 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of San Bernardino 300 North"D" Street, rd Floor San Bernardino, CA 92418 Attn: City Clerk APNs: Exempt from Recording Fees pursuant to Government Code Section 27383 SPRING TRAILS DEVELOPMENT AGREEMENT between THE CITY OF SAN BERNARDINO, a California charter law city and municipal corporation and MONTECITO EQUITIES, LTD. a California limited partnership Spring Trails Development Agreement-014 M6S1-000--1001672.1 2013-34 TABLE OF CONTENTS 1. DEFINITIONS AND EXHIBITS 3 1.1. Definitions 3 1.2. Exhibits 7 2. GENERAL PROVISIONS 7 2.1. Binding Effect of Agreement 7 2.2. Ownership 7 2.3. Term 7 2.4. Assignment 8 2.5. Voluntary Amendment or Cancellation of Agreement 8 2.6. Termination 8 2.7. Notices 9 3. DEVELOPMENT OF THE PROPERTY 10 3.1. Vested Right to Develop 10 3.2. Effect of Agreement on Land Use Regulations 10 3.3. Timing of Development 10 3.4. Changes and Amendments to Existing Development Approvals 10 3.5. Reservations of Authority 11 3.6. Subsequent Development Approvals 12 3.7. Modification or Suspension by State or Federal Law 12 3.8. Provision of Real Property Interests by San Bernardino 12 3.9. Third Party Permits and Approvals and Utilities 13 3.10. Tentative Tract Map Extension 14 4. PUBLIC BENEFITS 14 4.1. Development Impact Fees 14 4.2. Additional Permits and Approvals 14 4.3. Construction of Sewer Lines and Sewer Line Costs 15 4.4. [Reserved] 15 4.5. Excess Sewer Facilities Credit 15 4.6. Sewer Fees Credit. 15 4.7. Reimbursement from Developers of Sewer Benefited Properties 16 4.8. Credit and Reimbursement for Excess Public Park Facilities Dedication 16 5. PUBLIC FINANCING 17 5.1. Financing 17 6. REVIEW FOR COMPLIANCE 17 6.1. Periodic Review 17 6.2. Procedure 17 6.3. Proceedings for Modification or Termination 18 Spring Trails Development Agreement-0l2 M681-000--10016'2.I 2013-34 6.4. Hearing on Modification or Termination 18 6.5. Certificate of Agreement Compliance 18 6.6. No Cross-Defaults 18 7. PREVAILING WAGES 19 7.1. Public Works Determination 19 8. DEFAULT AND REMEDIES 19 8.1. Remedies in General 19 8.2. Specific Performance 19 8.3. Release 20 8.4. San Bernardino's Termination of Agreement or Exercise of Other Remedies Upon Montecito's Default 20 8.5. Montecito's Termination of Agreement or Exercise of Other Remedies Upon San Bernardino's Default 20 9. THIRD PARTY LITIGATION 20 9.1. Third Party Litigation Concerning Agreement 20 10. MORTGAGEES 21 10.1. Mortgagee Protection 21 11. REDEVELOPMENT AREA 21 12. MISCELLANEOUS PROVISIONS 22 12.1. Recordation of Agreement 22 12.2. Entire Agreement 22 12.3. Estoppel Certificates 22 12.4. Severability 22 12.5. Interpretation and Governing Law 22 12.6. Section Headings 22 12.7. Singular and Plural 22 12.8. "Including." 22 12.9. Time of Essence 23 12.10. Calendar Periods 23 12.11. Waiver 23 12.12. No Third Party Beneficiaries 23 12.13. Municipal Code 23 12.14. Permitted Delays 23 12.15. Mutual Covenants 23 12.16. Successors in Interest 23 12.17. Counterparts 24 12.18. Jurisdiction and Venue 24 12.19. Project as a Private Undertaking 24 12.20. Further Actions and Instruments 24 12.21. Eminent Domain 24 ii Spring Trails Development Agreement-012 M6S1-000--1001672.1 2013-34 12.22. Attorneys' Fees 24 12.23. Authority to Execute 24 Spring Trails Development Agreement-012 M681-000--1001672.1 2013-34 SPRING TRAILS DEVELOPMENT AGREEMENT This Spring Trails Development Agreement ("Agreement") is entered into between the City of San Bernardino, a California charter law city and municipal corporation ("San Bernardino"), and Montecito Equities, Ltd., a California limited partnership (hereinafter "Montecito"). This Agreement is dated as of February 19 , 2013 for reference only. This Agreement will not become effective until the "Effective Date" (defined below). San Bernardino and Montecito are entering into this Agreement in reliance on the facts set forth in the Recitals,below. RECITALS A. San Bernardino is authorized under Government Code Section 65864, et seq. and City Municipal Code Chapter 19.40 (collectively, "Development Agreement Law") to enter into binding development agreements with persons having legal or equitable interests in real property for the development of that property. B. Montecito owns or has an equitable interest in real property consisting of the approximately three hundred fifty-three (353) acres of land ("Property") described in attached Exhibit A and depicted in attached Exhibit B ("Site Plan"). Although the Property is presently located in the unincorporated territory of San Bernardino County, California ("County"), it is or will become the subject of an application under Government Code Section 56000, et seq. before the San Bernardino County Local Agency Formation Commission ("LAFCO"), to annex the Property into San Bernardino's municipal limits ("Annexation Proceedings"). C. Montecito applied to San Bernardino for approval and enactment of this Agreement as the primary governing instrument for the development and use of the Property. San Bernardino's Planning Commission ("Planning Commission") and Common Council ("Common Council") have conducted public hearings and have found that this Agreement is consistent with San Bernardino's General Plan("General Plan"), including the General Plan Land Use Element. D. On February 19 , 2013, the Common Council adopted its Resolution No. 2013-34 ("Enacting Resolution"), which approved this Agreement. The Enacting Resolution became effective on the date of its adoption. E. By adopting the Enacting Resolution, the Common Council elected to exercise its governmental powers with regard to the Development of the Property at the present time rather than later. This Agreement binds San Bernardino and future Common Councils and limits the Common Council's future exercise of its police powers. This Agreement has been extensively reviewed by the Planning Commission and the Common Council, both of which found it to be fair, just and reasonable and in the best interests of San Bernardino's citizens and the health, safety and welfare of the public. F. San Bernardino has complied with all California Environmental Quality Act (California Public Resources Code Section 21000, et seq.) ("CEQA") requirements with respect 1 1 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 to the approval of this Agreement and of the Project, through the Common Council's certification of that certain Environmental Impact Report# ("EIR"). G. Developer proposes to subdivide and develop the Property as a phased residential development project in accordance with the following Development Approvals: 1. General Plan Amendment No. 02-09, approved by Resolution No. , on , 20 . 2. Specific Plan No. , approved by Resolution No. , on , 20 . 3. Tentative Tract Map 15576 (SUB No. 02-09) ("Tract Map"), approved by Resolution No. , on , 20 . H. San Bernardino has placed certain conditions on its approval of the Tract Map (collectively, "Conditions of Approval"), including (but not limited to) requirements that Montecito: 1. Dedicate to San Bernardino (or its designee) rights-of-way for water main lines and related facilities("Water Line Easements"), easements for the construction and operation of water tank sites ("Tank Easements") and rights-of-way for sewer main lines and related facilities("Sewer Line Easements"). 2. Construct water lines and related facilities, including water tanks ("Water Lines") within the easements shown in the Tract Map and dedicate them to San Bernardino. 3. Construct sewer main lines and related facilities ("Sewer Lines") within the easements shown in the Tract Map and dedicate them to San Bernardino. 4. Improve seven (7) acres of the Property as shown on the Tract Map with public park improvements ("Public Park Facilities") and dedicate the land and improvements to San Bernardino. I. The Sewer Line Easements and Sewer Lines all benefit properties (collectively, "Sewer Benefited Properties") in addition to the Property. The Sewer Benefited Properties are depicted on attached Exhibit E. The Sewer Line Easements and the Sewer Lines are referred to in this Agreement as the"Sewer Facilities". J. San Bernardino and Montecito acknowledge that Montecito's obligation to improve and dedicate the Public Park Facilities may exceed the Project's fair share obligation for public park and recreational facilities as provided by the Land Use Regulations and state law. The Public Park Facilities benefit properties (collectively, "Park Benefited Properties") in addition to the Property. The Park Benefited Properties are depicted on the attached Exhibit F. K. All of San Bernardino's prior actions and approvals with regard to this Agreement complied with all applicable legal requirements related to notice, public hearings, findings, votes, and other procedural matters. 2 2 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 L. The development of the Property in accordance with this Agreement will provide substantial benefits to San Bernardino. This Agreement eliminates uncertainty in planning and provides for the orderly development of the Property, ensures the progressive installation of necessary public improvements to serve the Project, and serves the purposes of the Development Agreement Law. M. In order to assure the vesting of its legal rights to develop the Property in accordance with this Agreement, Montecito has previously incurred and in the future will incur costs substantially exceeding those which it would incur in the absence of this Agreement . 1. DEFINITIONS AND EXHIBITS. 1.1. Definitions. The following initially capitalized terms used in this Agreement have the following meanings: A. "Access Property(ies)" has the meaning ascribed to the term in Section 3.8.B. B. "Agreement"means this Development Agreement. C. "Annexation Proceedings" has the meaning ascribed to the term in Recital B. D. "Annual Monitoring Report" has the meaning ascribed to the term in Section 6.1. E. "CEQA"has the meaning ascribed to the term in Recital F. F. "Certificate of Agreement Compliance" or "Certificate" has the meaning ascribed to the term in Section 6.5. G. "Common Council" means the Common Council of the City of San Bernardino. H. "Conditions of Approval"has the meaning ascribed to the term in Recital H. L "County"has the meaning ascribed to the term in Recital B. J. "Dedicate" or "Dedication" means Montecito's offering the public improvement in question for acceptance by San Bernardino into its system of public improvements, all in accordance with San Bernardino's reasonable and customary policies and procedures for the acceptance of publicly-dedicated improvements. K. "Development" means the subdivision and improvement of the Property for the purposes of constructing or reconstructing the structures, improvements and facilities comprising the Project, including grading; the construction of infrastructure and public and private facilities related to the Project, whether located within or outside the Property; the 3 3 Spring Trails Development Agreement-014 M661-000--1001672.1 2013-34 construction of buildings and structures; and the installation of landscaping. "Development" does not include the maintenance of any building, structure, improvement or facility after its construction and completion. L. "Development Agreement Law" has the meaning ascribed to the term in Recital A. M. "Development Approvals" mean all approvals, permits and other entitlements applicable to the Development of the Property, including: specific plans and specific plan amendments; tentative and final subdivision and parcel maps; conditional use permits, public use permits and site plans; zoning; variances; and grading and building permits. N. "Development Exactions" mean any exaction (other than a Development Impact Fee) imposed by San Bernardino in connection with a Development Approval or in connection with the granting of any right, privilege or approval pertaining to the Development of the Property, including requirements for land dedication or for public construction. 0. "Development Impact Fee" means a monetary payment authorized by Government Code Section 66001, et seq., whether imposed legislatively on a broad class of development projects or on an ad hoc basis to a specific development project. P. "Development Plan" means the Existing Development Approvals and the Existing Land Use Regulations applicable to Development of the Property. If any Existing Development Approvals by their terms supersede any Existing Land Use Regulations, then "Development Plan"means the superseding Existing Development Approvals. Q. "Director"has the meaning ascribed to the term in Section 3.4. R. "Dwelling Units" mean single-family residential dwelling units, including detached and attached dwelling units. S. "Effective Date"means the date which is the later of: 1. The date on which the Enacting Resolution is no longer subject to referendum or judicial challenge; or 2. The date on which the Annexation Proceedings are complete and not subject to further administrative or judicial challenge. T. "EIR"has the meaning ascribed to the term in Recital F. U. "Enacting Resolution"has the meaning ascribed to the term in Recital D. V. "Excess Public Park Facilities Credit" has the meaning ascribed to the term in Section 4.8. W. "Excess Sewer Facilities Credit" has the meaning ascribed to the term in Section 4.5. 4 4 Spring Trails Development Agreement-014 M681-000--10016721 2013-34 X. "Existing Development Approvals" mean all Development Approvals approved or issued by San Bernardino prior to or the same day as the effective date of the Enacting Resolution, including the Development Approvals described in Recital G. Y. "Existing Land Use Regulations" mean all Land Use Regulations in effect on the effective date of the Enacting Resolution, including the Land Use Regulations listed on the attached Exhibit C. Z. "Fair Share Park Obligation" has the meaning ascribed to the term in Section 4.8.A. AA. "General Plan"has the meaning ascribed to the term in Recital C. BB. "LAFCO"has the meaning ascribed to the term in Recital B. CC. "Land Use Regulations" mean all of San Bernardino's ordinances, resolutions, codes, rules, regulations and official written policies governing land development, including those governing: the permitted use of land; the density or intensity of use; subdivision requirements, the maximum height and size of proposed buildings; the reservation or dedication of land for public purposes; and the design, improvement and construction standards and specifications applicable to the development of property, all as may be modified or supplemented by the Existing Development Approvals. "Land Use Regulations" do not include any ordinance, resolution, code, rule, regulation or official policy governing: the conduct of businesses, professions, and occupations; taxes and assessments; the granting of encroachment permits and the conveyance of rights and interests that provide for the use of or the entry upon public property; or the exercise of the power of eminent domain. DD. "Lot" means any legally subdivided lot of the Property which is intended for residential or commercial uses. EE. "Minor Exception" or "Minor Modification" have the meanings ascribed to the terms in Section 3.4. FF. "Montecito" means Montecito Equities, Ltd., a California limited partnership, its successors and assigns. GG. "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed of trust, or any other security-device lender, and their successors and assigns. HH. "Notice"has the meaning ascribed to the term in Section 2.7.A. II. "Park Benefited Properties" has the meaning ascribed to the term in Recital J. JJ. "Park Fair Share Contribution" has the meaning ascribed to the term in Section 4.8.D. 5 5 Spring Trails Development Agreement-014 M681-000-1001672 1 2013-34 KK. "Party" means either San Bernardino or Montecito, individually. "Parties"mean San Bernardino and Montecito, collectively. LL. "Person" means and refers to any association, corporation, governmental entity or agency, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization, or other entity of any kind, including San Bernardino and Montecito. MM. "Planning Commission" has the meaning ascribed to the term in Recital C. NN. "Project" means the Development of the Property as contemplated by the Development Plan, as the Development Plan may be further defined, enhanced or modified in accordance with this Agreement. 00. "Property" means the real property described on Exhibit A and depicted on Exhibit B. PP. "Public Park Facilities"has the meaning ascribed to the term in Recital H. QQ. "Public Park Facilities Costs" has the meaning ascribed to the term in Section 4.8. RR. "Qualifying Conditions" has the meaning ascribed to the term in Section 3.8.C. SS. "Reservations of Authority" mean the rights reserved to San Bernardino under Section 3.5. TT. "San Bernardino" means the City of San Bernardino, a California charter law city and municipal corporation, its successors and assigns. UU. "Sewer Lines"has the meaning ascribed to the term in Recital H. VV. "Sewer Line Costs" has the meaning ascribed to the term in Section 4.3. WW. "Sewer Line Easements" has the meaning ascribed to the term in Recital H. XX. "Site Plan"has the meaning ascribed to the term in Recital B. YY. "Special District"has the meaning ascribed to the term in Section 5.1. ZZ. "Subsequent Development Approvals" mean all Development Approvals approved by San Bernardino subsequent to its approval of this Agreement. AAA. "Subsequent Land Use Regulations" mean all Land Use Regulations adopted and effective after the effective date of the Enacting Resolution. 6 6 Spring Trails Development Agreement-014 M681-000--1001672 1 2013-34 BBB. "Term"has the meaning ascribed to the term in Section 2.3. CCC. "Tract Map"has the meaning ascribed to the term in Recital G. DDD. "Transfer"has the meaning ascribed to the term in Section 2.4.A. EEE. "Transferee"has the meaning ascribed to the term in Section 2.4.A. FFF. "Transferor"has the meaning ascribed to the term in Section 2.4.A. GGG. "Sewer Fees"has the meaning ascribed to the term in Section 4.6. HHH. "Sewer Benefited Properties" has the meaning ascribed to the term in Recital I. III. "Sewer Facilities"has the meaning ascribed to the term in Recital I. JJJ. "Sewer Facilities Costs" has the meaning ascribed to the term in Section 4.5. KKK. "Sewer Fair Share Contribution" has the meaning ascribed to the term in Section 4.5. 1.2. Exhibits. The following documents are attached to a part of this Agreement: Exhibit A Legal Description of Property Exhibit B Site Plan Exhibit C Partial Listing of Existing Land Use Regulations Exhibit D Estimate of Sewer Line Construction Costs Exhibit E Depiction of Sewer Benefited Properties Exhibit F Depiction of Park Benefited Property 2. GENERAL PROVISIONS. 2.1. Binding Effect of Agreement. The Property is made subject to this Agreement and the Development of the Property may be carried out in accordance with this Agreement. The benefits and burdens of this Agreement touch and concern the Property and bind Montecito and all future owners of all or any portion of the Property. 2.2. Ownership. Montecito represents to San Bernardino that Montecito is either the owner of fee simple title to the Property or has an equitable interest in the Property. 2.3. Term. The term ("Term") of this Agreement will commence on the Effective Date and will expire on the twenty-fifth (25th) anniversary of the Effective Date, unless terminated sooner by operation of some other provision of this Agreement. 7 7 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 2.4. Assignment. A. Right to Assign. Montecito may sell, transfer or assign (collectively, "Transfer") the Property in whole or in part (provided that no partial Transfer may violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any Person at any time. As used in this Section 2.4, the term "Transferor"means the person or entity (including Montecito) making the Transfer and the term "Transferee" means the Transfer recipient. Any Transfer must be made in strict compliance with all of the following conditions: 1. No Transfer of any right or interest in this Agreement may be made unless made together with the Transfer of all or a part of the Property. 2. Within thirty (30) days after a Transfer, the Transferor must notify San Bernardino in writing of the Transfer and provide San Bernardino with a copy of an agreement executed by the Transferee by which the Transferee expressly and unconditionally assumes all the Transferor's duties and obligations under this Agreement with respect to the portion of the Property transferred. 3. If San Bernardino holds security given by the Transferor with respect to any obligation being assigned to the Transferee, then the Transferee must provide San Bernardino with security to secure performance of the obligations assigned to the Transferee, which may not exceed the amount of the security previously provided to San Bernardino by the Transferor to secure the performance of the same obligations. B. Subsequent Assignment. Any subsequent Transfer after an initial Transfer may be made only in accordance with this Section 2.4. C. Automatic Termination of Agreement With Respect to Individual Improved Lot Upon Completion of Construction and Sale or Lease to Public. This Section 2.4 does not apply to any improved Lot that has been finally subdivided and which is sold or leased for a period of at least one (1) year. Any Lot satisfying the foregoing requirements will automatically be released from this Agreement concurrently with the sale or lease. 2.5. Voluntary Amendment or Cancellation of Agreement. This Agreement may be voluntarily amended or cancelled in whole or in part only with the written consent of San Bernardino and all Persons holding fee title to that portion of the Property to which the amendment or cancellation will apply. The amendment or cancellation process must comply with Government Code Section 65868. This Section 2.5 does not limit the operation of Government Code Section 65869.5. 2.6. Termination. A. This Agreement will automatically terminate upon the occurrence of any of the following events: 1. Expiration of the Term. 8 8 Spring Trails Development Agreement-014 M681-000--10016721 2013-34 2. Entry of a final judgment setting aside, voiding or annulling the adoption of the Enacting Resolution. 3. Adoption of a referendum measure overriding or repealing the Enacting Resolution. 4. Completion of the Project, as evidenced by the issuance of all required occupancy permits and San Bernardino's (or other applicable public agency's) acceptance of all required public dedications. 5. Upon the applicable Party's election to terminate this Agreement under Section 8.4 and Section 8.5. If the terminating Party under Section 8.5 does not own the entirety of the Property, then the termination will apply only to that portion of the Property owned by the terminating Party. B. To the extent that the conditions set forth in Section 4.3 through Section 4.8, inclusive, for credit, reimbursement and similar matters continue to exist, San Bernardino's obligations under such sections will survive the termination of this Agreement for any reason. 2.7. Notices. A. As used in this Agreement, the term "Notice"means any request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other required or permitted communication. B. All Notices must be in writing and will be considered given: 1. When delivered in person to the recipient named below. 2. On the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope, postage prepaid, as either registered or certified mail, return receipt requested. 3. On the date of delivery shown in the records of a reputable delivery service (e.g. UPS or Federal Express). C. All Notices must be addressed as follows: If to San Bernardino: If to Montecito: City of San Bernardino Montecito Equities, Ltd. 300 North "D" Street, 2nd Floor 100 Pacifica, Suite 345 San Bernardino, CA 92418 Irvine, CA 92618 Attn: City Manager Attn: Thomas G. Wilkinson 9 9 Spring Trails Development Agreement-014 M661-000--1001672.1 2013-34 with a copy to: with a copy to: City of San Bernardino Gresham Savage Nolan & Tilden, APC 300 North"D" Street, 6th Floor 550 E. Hospitality Lane, Suite 300 San Bernardino, CA 92418 San Bernardino, CA 92408-4205 Attn: City Attorney Attn: Mark A. Ostoich and . Kevin K. Randolph D. Either Party may, by Notice given at any time, require subsequent Notices to be given to another Person or to a different address, or both. Notices given before receipt of Notice of change of address will not be invalidated by the change. E. Transferees will be entitled to Notices sent by San Bernardino which pertain to that portion of the Property owned by the Transferee. 3. DEVELOPMENT OF THE PROPERTY. 3.1. Vested Right to Develop. Subject to the terms of this Agreement, Montecito has the legally vested right to develop the Property in accordance with the Development Plan. The Project is subject to any Subsequent Development Approvals required to complete the Project. The permitted uses, the density and intensity of use, the maximum height and size of proposed buildings, the design, improvement, and construction standards applicable to Development of the Property and Development Exactions with respect to the Property are those set forth in the Development Plan. 3.2. Effect of Agreement on Land Use Regulations. Except as otherwise allowed by the Reservations of Authority, San Bernardino's rules, regulations and official policies governing the Development of the Property will be the Existing Land Use Regulations. 3.3. Timing of Development. Nothing in this Agreement is a covenant to develop or construct the Project. The Parties acknowledge that Montecito cannot predict if, when or the rate at which phases of the Project will be developed. Such decisions depend upon numerous factors that are not within Montecito's control, such as market demand, interest rates, absorption, completion and other similar factors. The California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Ca1.3d 465, that the failure of the litigants in that case to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the litigants' agreement. The Parties intend to cure that deficiency by providing that Montecito has the right to develop the Project in the order, at the rate and at the times that Montecito, in its sole and absolute discretion, determines to be appropriate, subject only to any Development Plan timing or phasing requirements. 3.4. Changes and Amendments to Existing Development Approvals. The Parties acknowledge that the passage of time may demonstrate that changes to this Agreement are necessary or appropriate. If the Parties determine that changes are necessary or appropriate, then they will, unless otherwise required by law, implement those changes through operating memoranda. These memoranda will be approved on behalf of San Bernardino as follows: 10 10 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 A. By the Community Development Director ("Director") in the case of minor changes which would qualify as either a "Minor Exception" under Municipal Code Chapter 19.58 or a "Minor Modification"under Municipal Code Chapter 19.60 and in any other case where the Director is authorized by this Agreement to act. B. By the Planning Commission in the case of changes related to land use or development standards which are not subject to clause (A). C. By the Common Council in the case of any other changes not subject to clause (A) or(B) above, or if otherwise legally required. D. The Director will determine whether a proposed change is subject to approval by the Director, the Planning Commission or the Common Council, as the case may be. Each operating memorandum will become part of this Agreement after its execution by all required Persons. 3.5. Reservations of Authority. A. Any contrary provision in this Agreement notwithstanding, the following, but only the following, Subsequent Land Use Regulations will apply to the Development of the Property: 1. Procedural regulations relating to hearing bodies, petitions, applications, Notices, findings, records, hearings, reports, recommendations, appeals and any other procedural matter. 2. Regulations governing construction standards and specifications, including San Bernardino's Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code, that are applied uniformly to all development projects in San Bernardino similar to the Project. 3. Regulations which do not conflict with the Development Plan and which are reasonably necessary to protect the public health and safety of the residents of the Project or the immediate community. To the greatest extent possible, these regulations must be applied and construed to provide Montecito with all of the rights and assurances provided under this Agreement. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of Development of the Property will conflict with the Development Plan and will not be applicable to Development of the Property. 4. Regulations that conflict with the Development Plan if Montecito has given its written consent to those regulations. B. The Parties acknowledge that San Bernardino is restricted in its authority to limit its police powers by contract. This Agreement will be construed, contrary to its stated terms if necessary, to reserve to San Bernardino all those police powers that cannot be restricted by contract. 11 11 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 3.6. Subsequent Development Approvals. When acting on Subsequent Development Approvals, San Bernardino may apply only the Existing Land Use Regulations and those Subsequent Land Use Regulations that are permitted under the Reservations of Authority. Any Subsequent Development Approval will be automatically vested under this Agreement. Without limiting the effect of the foregoing, the Parties acknowledge that San Bernardino has certain standards regarding final maps and that such standards can become difficult to meet in a hillside development. As and when Montecito processes any final map for approval by San Bernardino, the San Bernardino City Engineer is hereby authorized to cooperate with Montecito in applying such standards in a way that both achieves the goals of the Subdivision Map Act and is fair and reasonable to Montecito. 3.7. Modification or Suspension by State or Federal Law. If a State or Federal law or regulation which is enacted after the Effective Date prevents the Parties' compliance with any of this Agreement's provisions, then that provision will be modified or suspended to the extent and for the time necessary to achieve compliance with the conflicting State or Federal law. This Agreement's remaining provisions will continue unaffected. The Parties will amend this Agreement to preserve, to the greatest extent possible, the benefits that would arise to the Parties under this Agreement, but for the conflicting State or Federal law. Upon the repeal of the conflicting State or Federal law or upon the occurrence of any circumstance that removes their effect upon this Agreement, this Agreement's provisions will be automatically restored to their full original effect and any amendment that the Parties may have entered into under this Section 3.7 will terminate. 3.8. Provision of Real Property Interests by San Bernardino. A. Except as provided in clause (B) and clause (C), below, if the Development Exactions require Montecito to construct any public improvement on property not owned by it, then Government Code Section 66462.5 will control the Parties' rights and obligations with respect to that public improvement. B. Clause (A) above notwithstanding, Montecito is either under contract to purchase or pursing permits for use with respect to portions of the following property(or interest in property) within San Bernardino's municipal limits and on which a public improvement to provide primary or secondary access to the Project will be constructed ("Access Property(ies)"): • Ronald Martin (APN 348-111-11) • Muscupiabe Ranch, LLC (APN 348-101-77) • San Bernardino Municipal Water Department (APN 348-101-76) • San Bernardino County Flood Control District (Cable Creek) • Property formerly known as the Bice Property, which is now owned by the successor to the City of San Bernardino Economic Development Agency 12 12 Spring Trails Development Agreement-014 M681-000--10016721 2013-34 Montecito hereby waives the provisions of Government Code Section 66462.5 with respect to the foregoing Access Properties. With respect to the foregoing Access Properties, Montecito and San Bernardino agree that San Bernardino will have no obligation to either approve a final tract map implementing the Tract Map or assist in any material way in connection with the acquisition of an Access Property; however, San Bernardino will provide reasonable, non-financial assistance in connection with Montecito's attempts to acquire any Access Property which is held by a public agency. In addition, in no event will any condition of approval related to a public improvement to be located on an Access Property be deemed waived as a result of the application of Government Code Section 66462.5. C. In addition, clause (A) above notwithstanding, on the condition that the qualifying conditions described in clauses (1) through (3) below ("Qualifying Conditions") are satisfied with regard to the Access Properties owned by Gloria Evans (APN 348-111-28) and Michael and Laura Kelley (APN 348-111-27) and located outside San Bernardino's municipal limits, Montecito hereby waives the provisions of Government Code Section 66462.5 with respect to such Property Interests. The Qualifying Conditions with respect to such Property Interests are as follows: (1) The public improvement is required in order to provide secondary access to the Project and is to be located on property not owned by Montecito or under its control. (2) The public improvement will be located on property outside San Bernardino's municipal limits. (3) Despite reasonable good faith efforts, San Bernardino has been unable to secure those approvals needed to permit San Bernardino to exercise its powers of condemnation with respect to the property on which the public improvement will be located, from the governmental agency with jurisdiction over such property. D. Notwithstanding anything to the contrary contained herein, Montecito will acquire either a fee or permanent easement interest in all the Access Properties no later than the fifth (5th) anniversary of the Effective Date. 3.9. Third Party Permits and Approvals and Utilities. The Parties acknowledge that this Agreement does not bind third party governmental and non-governmental agencies which are not under San Bernardino's control. San Bernardino will use its best efforts to assist Montecito in obtaining all third party governmental and non-governmental agencies' permits and approvals which are necessary for the Development of the Property, including: A. Permits, approvals and rights of way which are required for the installation of public improvements, driveways and utility connections and utility services such as electrical, gas, water, sewer, storm drain, telephone and cable television; and B. Other permits and approvals which may be issued by third party government agencies such as the California Department of Transportation and the South Coast 13 13 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 Air Quality Management District. In addition, at Montecito's request, San Bernardino will assist Montecito in negotiating with third-party government agencies and non-government agencies with respect to disputes concerning processing fees and development impact fees levied by those third party government agencies and non-government agencies. C. The Parties acknowledge that in connection with the installation of utility facilities which will be owned by private utility companies, it may lower the overall project cost for the utility installation project to be a San Bernardino project. In the event Montecito requests San Bernardino to undertake such a utility installation project, San Bernardino's City Engineer is hereby authorized to do so; provided, however, that Montecito bears San Bernardino's entire direct and indirect cost of the same. 3.10. Tentative Tract Map Extension. As authorized by Government Code Section 66452.6, the Tract Map and any other tentative subdivision or parcel map approved in connection with Development of the Property will be effective for a period equal to the longer of: A. Eight (8) years from the date of San Bernardino's approval of the tentative subdivision or parcel map; or B. The expiration or earlier termination of the Term. 4. PUBLIC BENEFITS. 4.1. Development Impact Fees. A. Amount and Components of Fee. Subject to Section 4.6, Montecito will pay all Development Impact Fees and other fees and charges imposed by San Bernardino and applicable to Development of the Property, the submission and revision of Development Approvals applications, and inspection of Project improvements. Montecito will pay the Development Impact Fees and other fees and charges in the amount and when required under the then-current applicable San Bernardino ordinance or resolution. The Project is subject to future increases in Development Impact Fees. 4.2. Additional Permits and Approvals. The only Subsequent Development Approvals required for Development of the Property in accordance with the Development Plan are: A. Design approvals required by the Municipal Code for the structures to be built on the Property; B. Building permits; and C. Certificates of occupancy or other equivalent permits. Upon Montecito's request, San Bernardino will accept and diligently process applications for the foregoing permits and approvals and will promptly make all required inspections. 14 14 Spring Trails Development Agreement-014 M681-000--100167'_.1 2013-34 4.3. Construction of Sewer Lines and Sewer Line Costs. A. If Montecito implements the Project, then in accordance with the Conditions of Approval, Montecito will construct the Sewer Lines and dedicate them to San Bernardino upon completion as required by this Section A. The Sewer Lines will be completed in a good, workmanlike, and commercially reasonable manner, with the standard of diligence and care normally used by duly qualified persons performing comparable work. As used in this Agreement, the term "Sewer Line Costs" means the actual third party costs and expenses incurred by Montecito in connection with the design, engineering, construction, installation and testing of the Sewer Lines, and includes the cost of the temporary and permanent real property interests reasonably necessary in connection with the foregoing activities (all of the foregoing, collectively "Sewer Line Costs"). A non-binding budgetary estimate of the Sewer Line Costs is attached as Exhibit D. B. Following their completion, Montecito will dedicate the the Sewer Lines to San Bernardino or its designee and San Bernardino will accept the Dedication within ninety (90) days following Montecito's offer. At the time of Dedication, Montecito will provide San Bernardino with a detailed accounting of the total Sewer Line Costs, together with reasonable supporting documentation. 4.4. [Reserved]. 4.5. Excess Sewer Facilities Credit. A. As used in this Agreement, the term "Sewer Facilities Costs" means an amount equal to the Sewer Line Costs (determined in accordance with Section 4.3). As used in this Agreement, the term "Excess Sewer Facilities Credit" means an amount equal to fifteen percent (15%) of the Sewer Facilities Costs. Montecito will be credited and reimbursed the Excess Sewer Facilities Credit as set forth in Section 4.6 and Section 4.7. B. Immediately following the determination of the total Sewer Line Costs as described in Section 4.3, the parties will calculate the Sewer Facilities Costs and San Bernardino will allocate the Excess Sewer Facilities Credit among the Sewer Benefited Properties on a percentage basis, calculated based on San Bernardino's reasonable determination of the benefit received from the Sewer Facilities by each Sewer Benefited Property(each such allocation being a "Sewer Fair Share Contribution"). The aggregate of the Sewer Fair Share Contributions of the Sewer Benefited Properties must equal one hundred percent (100%) of the Excess Sewer Facilities Credit. C. San Bernardino acknowledges that the credits and reimbursement paid to Montecito in accordance with Section 4.6 and Section 4.7 are considered payment for costs normally borne by the public, as described in Labor Code Section 1720(c)(3). San Bernardino has no direct financial obligation to Montecito with respect to the Excess Sewer Facilities Credit other than to provide the credits and facilitate the reimbursement described in Section 4.6 and Section 4.7. 4.6. Sewer Fees Credit. San Bernardino may impose on the Project certain Development Impact Fees related to sewer facilities or to sewer capacity rights necessary to 15 15 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 provide sanitary sewer services to the Project (collectively, "Sewer Fees"). Rather than pay the applicable Sewer Fees at the time that they would otherwise be payable under the Land Use Regulations, and until the Excess Sewer Facilities Credit has been fully credited or reimbursed to Montecito, Montecito may apply a portion of the then-current Excess Sewer Facilities Credit in lieu of paying an equivalent amount of Sewer Fees. The then-current amount of the Excess Sewer Facilities Credit will be reduced by the amount of the credited Sewer Fees. 4.7. Reimbursement from Developers of Sewer Benefited Properties. Until the Excess Sewer Facilities Credit has been fully credited or reimbursed to Montecito under Section 4.6 or this Section 4.7, as a condition to the issuance of any approval or entitlement for the development of a Sewer Benefited Property, San Bernardino will require that the developer of that Sewer Benefited Property pay to Montecito the applicable Sewer Fair Share Contribution of the Sewer Benefited Property. The then-current balance of the Excess Sewer Facilities Credit will be reduced by the amount paid to Montecito. 4.8. Credit and Reimbursement for Excess Public Park Facilities Dedication. A. Pursuant to City Development Code Section 19.30.320, San Bernardino has imposed a Development Exaction against the Project for purposes of providing public parks and recreational amenities. Provided that Montecito implements the Project, this Development Exaction requires Montecito to dedicate and improve Public Park Facilities on the Property which exceed the Project's "fair share" obligation for public park facilities as established by the San Bernardino Development Code and state law ("Fair Share Park Obligation"). B. As used in this Agreement, the term "Public Park Facilities Costs" means the aggregate of the actual third party costs and expenses incurred by Montecito in connection with the acquisition, design, engineering, construction and installation of the Public Park Facilities, and includes the cost of the temporary and permanent real property interests reasonably necessary in connection with the foregoing activities. The term "Excess Public Park Facilities Credit" means the total Public Park Facilities Costs in excess of the dollar value of the Project's Fair Share Park Obligation, as determined in good faith by the City. C. Following their completion, Montecito will dedicate the Public Park Facilities to San Bernardino and San Bernardino will accept the Public Park Facilities within ninety (90) days following Montecito's offer. At the time of the Dedication, Montecito will provide San Bernardino with a detailed accounting of total Public Park Facilities Costs, together with reasonable supporting documentation. D. San Bernardino will allocate the Excess Public Park Facilities Credit among the Park Benefited Properties on a percentage basis, calculated based on San Bernardino's reasonable determination of the benefit received from the Public Park Facilities by each Park Benefited Property (each such allocation being a "Park Fair Share Contribution"). The aggregate of the Park Fair Share Contributions of the Park Benefited Properties must equal one hundred percent(100%) of the Excess Public Park Facilities Credit. E. As a condition to the issuance of any approval or entitlement for the development of a Park Benefited Property, San Bernardino will require that the developer of that 16 16 Spring Trails Development Agreement-014 10681-000--10016721 2013-34 Park Benefited Property pay to Montecito the applicable Park Fair Share Contribution of the Park Benefited Property. F. San Bernardino acknowledges that the reimbursement paid to Montecito in accordance with this Section 4.8 is considered payment for costs normally borne by the public, as described in Labor Code Section 1720(c)(3). San Bernardino has no direct financial obligation to Montecito with respect to the Excess Public Park Facilities Credit other than the reimbursement described in this Section 4.8. 5. PUBLIC FINANCING. 5.1. Financing. Upon a Party's written request, the other Party will cooperate in the formation of a special assessment district, community facilities district or alternate financing mechanism (collectively, a "Special District") to pay for the construction or maintenance of those public improvements required by the Development Plan, including school facilities. Montecito will be reimbursed from the proceeds of any debt financing issued by a Special District to the extent that Montecito spends funds for the construction and/or maintenance and operation of public improvements. Tax rates or assessments of the Special District may not exceed San Bernardino's adopted policies regarding public financing districts. This Section 5.1 is not a commitment by San Bernardino to adopt a resolution of formation to form a Special District. Montecito acknowledges that the adoption and approval of a resolution of formation is a legislative act within San Bernardino's unencumbered discretion. Likewise, Montecito is not obligated to approve the formation of a Special District and Montecito reserves all of its legal rights in that regard. 6. REVIEW FOR COMPLIANCE. 6.1. Periodic Review. As required by San Bernardino Municipal Code Section 19.40.070, the Director will review this Agreement annually, on or before each anniversary of the Effective Date. The purpose of the review will be to ascertain Montecito's good faith compliance with the terms of this Agreement. Montecito will submit an annual monitoring report ("Annual Monitoring Report") in a form prepared and approved by the Director within thirty (30) days after the Director's written request. The Annual Monitoring Report must be accompanied by the then-current annual review and administration fee set by resolution of the Common Council. A. The Common Council may order a special review of Montecito's compliance with this Agreement at any time. The Director will conduct the special review. 6.2. Procedure. A. During either a periodic review or a special review, Montecito will be required to demonstrate good faith compliance with the terms of this Agreement. B. Upon completion of a periodic review or a special review, the Director will submit a report to the Common Council setting forth the evidence concerning Montecito's good faith compliance with this Agreement. 17 17 Spring Trails Development Agreement-014 M681-000--10016721 2013-34 C. If the Common Council finds on the basis of substantial evidence that Montecito has complied in good faith with this Agreement, then the review will be concluded. D. If the Common Council makes a preliminary finding on the basis of substantial evidence that Montecito has not complied in good faith with this Agreement, then the Common Council may modify or terminate this Agreement in accordance with Section 6.3 and Section 6.4. Prior to proceeding under Section 6.3 and Section 6.4, San Bernardino must provide Montecito with Notice and opportunity to cure as provided under Section 8.4. 6.3. Proceedings for Modification or Termination. If Montecito fails to cure, or to commence to cure, as applicable, the matters constituting the basis for the Common Council's preliminary finding under Section 6.2.D as required by Section 8.4, then San Bernardino may proceed to modify or terminate this Agreement following the procedures set forth in this Section 6_3 and in Section 6.4. San Bernardino must hold a noticed public hearing concerning the modification or termination and provide Montecito with Notice of the hearing. The Notice must include the following: A. The time and the place of hearing, which must be no less than thirty (30) days following the date of Notice; B. The specific action, whether amendment or termination, which San Bernardino proposes to take; and C. Such other information as is reasonably necessary to inform Montecito of the nature of the proceeding and the alleged facts supporting San Bernardino's preliminary finding under Section 6.2.D. 6.4. Hearing on Modification or Termination. At the time and place set for the public hearing on modification or termination, Montecito must be given an opportunity to be heard and present witnesses and evidence on its behalf If, at the conclusion of the public hearing, the Common Council finds, based upon substantial evidence, that Montecito has not complied in good faith with this Agreement, then the Common Council may terminate or modify this Agreement and impose any conditions it determines as are reasonably necessary to protect San Bernardino's interests. The Common Council's decision will be administratively final and subject to judicial review under Code of Civil Procedure Section 1094.5. 6.5. Certificate of Agreement Compliance. If at the conclusion of a special or periodic review Montecito is found to be in compliance with this Agreement, then San Bernardino will issue a "Certificate of Agreement Compliance" ("Certificate") to Montecito stating that, after the most recent periodic or special review, this Agreement remains in effect and Montecito is not in default of this Agreement. The Certificate must be in recordable form, contain information necessary to communicate constructive record Notice of the finding of compliance, state whether the Certificate is issued after a periodic or special review, and state the anticipated date of the next periodic review. Montecito may record the Certificate with the San Bernardino County Recorder. 6.6. No Cross-Defaults. San Bernardino acknowledges that Montecito may Transfer all or portions of the Property to other Persons in accordance with Section 2.4. San Bernardino 18 18 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 further acknowledges that title to all or portions of the Property may become vested in Mortgagees or a Mortgagee's successor as a result of foreclosure, or the acceptance of a deed in lieu of foreclosure, by a Mortgagee. San Bernardino agrees that defaults under this Agreement by an owner of a portion of the Property will not be a default as to any other portion of the Property. In other words, a default by Montecito with respect to its obligations pertaining to that portion of the Property retained by Montecito following a Transfer will not constitute a default as to any Person other than Montecito or permit San Bernardino to exercise any remedy under this Agreement or otherwise with respect to any other portion of the Property other than that portion owned by Montecito. Similarly, a default by a Transferee with respect to its obligations pertaining to the portion of the Property owned by that Transferee will not constitute Montecito's default or permit San Bernardino to exercise any remedy under this Agreement or otherwise as to any portion of the Property other than the portion owned by the defaulting Transferee. San Bernardino agrees that, if more than one Person holds title to the Property, then the rights and obligations of the Persons holding title to the Property are the distinct and several obligations of each Person. 7. PREVAILING WAGES. 7.1. Public Works Determination. Montecito is aware of California Labor Code Section 1770, et seq., which requires the payment of prevailing wage rates and the performance of other obligations if it is determined that any of the works of construction required or permitted by this Agreement constitute public works paid for in whole or in part with public funds. It is Montecito's sole responsibility to determine whether the work required or permitted by this Agreement is subject to Labor Code Section 1770, et seq. 8. DEFAULT AND REMEDIES. 8.1. Remedies in General. The Parties acknowledge that neither Party would have entered into this Agreement if it were to be liable for monetary damages under this Agreement. In general, and subject to those procedural prerequisites required under the Development Agreement Law or this Agreement, each of the Parties may pursue any remedy at law or equity available for the breach of this Agreement, except that neither Party will be liable in monetary damages (other than attorneys fees under Section 12.22) to the other Party, or to any successor in interest of that Party, or to any other Person. Each Party covenants not to sue for monetary damages or claim any monetary damages related to any of the following: A. Any breach of this Agreement or for any cause of action that arises out of this Agreement; or B. Any taking, impairment or restriction of any right or interest arising under this Agreement; or C. Any dispute regarding the application or interpretation of this Agreement. 8.2. Specific Performance. The Parties acknowledge that specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement for the following reasons: 19 19 Spring Trails Development Agreement-014 M681-000--1001672/ 2013-34 A. Money damages are unavailable against the Parties. B. Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once Montecito has begun to implement this Agreement. After such time, Montecito may be precluded from other options it may have had with regard to the Property. Moreover, Montecito has invested significant time and resources in the planning and processing of the Project. Montecito will be investing even more time and resources in implementing the Project in reliance upon this Agreement and it is not possible to determine the sum of money that would adequately compensate Montecito if San Bernardino were to breach its obligations. 8.3. Release. Except for the right to recover attorneys fees under S ection 12.22, Montecito, for itself, its successors and assignees, releases San Bernardino, its officials, officers, agents and employees from any and all monetary claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, any claim or liability based upon Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance that seeks to impose any monetary liability whatsoever upon San Bernardino because it entered into this Agreement or because of the terms of this Agreement. 8.4. San Bernardino's Termination of Agreement or Exercise of Other Remedies Upon Montecito's Default. Subject to its strict compliance with Sections 6.3 and 6.4, San Bernardino may terminate or modify this Agreement upon Montecito's failure to perform any material duty or obligation under this Agreement. San Bernardino may terminate or modify this Agreement or exercise its other remedies only after providing written Notice of default to Montecito setting forth the nature of the default and the actions, if any, required to cure the default and only if Montecito has failed to take the actions and materially cure the default within sixty (60) days after its receipt of the Notice. If a default is of a type that cannot be cured within sixty(60) days but can be cured within a longer time, then Montecito must within sixty(60) days commence the actions necessary to cure the default and thereafter diligently proceed to materially cure the default. 8.5. Montecito's Termination of Agreement or Exercise of Other Remedies Upon San Bernardino's Default. Montecito may terminate this Agreement or exercise its other remedies upon San Bernardino's failure to perform any material duty or obligation under this Agreement. Montecito may terminate this Agreement or exercise its other remedies only after providing written Notice of default to San Bernardino setting forth the nature of the default and the actions, if any, required by San Bernardino to cure the default and only if San Bernardino has failed to take such actions and materially cure the default within sixty (60) days after its receipt of the Notice. If a default is of a type that cannot be cured within sixty (60) days but can be cured within a longer time, then San Bernardino must within sixty (60) days commence the actions necessary to cure the default and thereafter diligently proceed to materially cure the default. 9. THIRD PARTY LITIGATION. 9.1. Third Party Litigation Concerning Agreement. Montecito will indemnify and defend San Bernardino and its agents, officials, officers, independent contractors, subcontractors, 20 20 Spring Trails Development Agreement-014 M6S1-000--1001672.1 2013-34 and employees against any claim, action or proceeding to attack, set aside, void, or annul the approval of this Agreement or of any Subsequent Development Approval. San Bernardino must promptly notify Montecito of any claim, action or proceeding which is subject to this Section 9.1 and San Bernardino must cooperate in the defense. San Bernardino may, in its discretion and at its sole cost, participate in the defense of any claim, action or proceeding. This Section 9.1 will survive the expiration or termination of this Agreement. 10. MORTGAGEES. 10.1. Mortgagee Protection. This Agreement does not prevent or limit Montecito, in its sole discretion, from encumbering the Property or any portion or any improvement thereon with any mortgage, deed of trust or other security device. San Bernardino acknowledges that a Mortgagee may require Agreement interpretations and modifications. San Bernardino will meet with Montecito and the Mortgagee's representatives to negotiate in good faith with regard to any requested interpretation or modification. San Bernardino may not unreasonably withhold its consent to any requested interpretation or modification if the interpretation or modification is consistent with this Agreement. All Mortgagees will be entitled to the following rights and privileges: A. Montecito's breach of this Agreement will not defeat, render invalid, diminish or impair the lien of any mortgage made in good faith and for value. B. Upon a Mortgagee's written request, San Bernardino will provide a copy of any Notice of default given to Montecito concurrently with the Notice to Montecito. The Mortgagee will have the right, but not the obligation, to cure the default within any remaining cure period allowed Montecito under this Agreement. C. Any Mortgagee who comes into possession of the Property or any portion of it pursuant to foreclosure of the Mortgagee's security instrument or its acceptance of a deed in lieu of foreclosure will take the Property or portion subject to this Agreement. Any other provision of this Agreement to the contrary notwithstanding, no Mortgagee will have any obligation to perform any of Montecito's obligations or to guarantee their performance. However, if any of Montecito's obligation are conditions precedent to San Bernardino's obligations, then Montecito's obligations will continue to be conditions precedent to San Bernardino's performance of its obligations. 11. REDEVELOPMENT AREA. San Bernardino warrants that the Property is not currently located within a San Bernardino redevelopment project area. San Bernardino further warrants that the Property and the Project are not obligated to provide affordable housing or otherwise fund the development of affordable housing under the Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) or under any other law. Spring Trails Development Agreement-014 21 21 M6S I-000--1001672.1 2013-34 12. MISCELLANEOUS PROVISIONS. 12.1. Recordation of Agreement. This Agreement and any amendment or cancellation of it will be recorded with the San Bernardino County Recorder by the City Clerk in accordance with Government Code Section 65868.5. 12.2. Entire Agreement. This Agreement contains the entire understanding and agreement of the Parties. There are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to in this Agreement. Parol evidence will not be admissible to interpret this Agreement. 12.3. Estoppel Certificates. Within ten (10) days following a Party's written request, and at not cost to the requesting Party, the other Party will certify in writing that, to its actual current knowledge: A. This Agreement is in full force and effect and is binding upon the certifying Party. B. This Agreement has not been amended or modified, except as expressly described in the estoppel certificate. C. The requesting Party is not in default of its obligations under this Agreement, and that there have been no events that with the passage of time, the giving of notice, or both, would constitute the requesting Party's default under this Agreement, except as expressly described in the estoppel certificate. 12.4. Severability. Every provision of this Agreement is a separate and independent covenant. If any provision is, or the application of the provision in certain circumstances is, to any extent, found to be invalid or unenforceable for any reason whatsoever, then the remainder of this Agreement, or the application of that provision to circumstances other than those to which it is invalid or unenforceable, will not be affected. The Parties will negotiate in good faith any amendments or operating memoranda necessary to cure any invalidity or unenforceability. 12.5. Interpretation and Governing Law. This Agreement and any dispute concerning it will be governed and interpreted in accordance with California's procedural and substantive laws, without regard to its conflicts of laws principles. This Agreement will be construed as a whole according to its fair language and common meaning. The rule of construction that ambiguities in a document are to be resolved against the drafting party may not be employed in interpreting this Agreement. Each Party acknowledges that it was represented by counsel in this Agreement's negotiation and preparation. 12.6. Section Headings. All section headings and subheadings are inserted for convenience only and do not affect this Agreement's construction or interpretation. 12.7. Singular and Plural. The singular of any word includes the plural. 12.8. "Including." Unless the context requires otherwise, the term "including" means "including, but not limited to." 22 22 Spring Trails Development Agreement-014 M6S I-000--1001672.1 2013-34 12.9. Time of Essence. Time is of the essence as to the performance of any obligation as to which time is an element. 12.10. Calendar Periods. All references to "years", "quarters", "months" and "days" are references to calendar years, quarters, months and days. 12.11. Waiver. A Party's failure on any one or more occasions to insist upon strict compliance by the other Party, or a Party's failure on any one or more occasions to exercise its rights upon the other Party's default, is not a waiver of that Party's right to demand strict compliance by the other Party on any future occasion. 12.12. No Third Party Beneficiaries. This Agreement is entered into for the sole protection and benefit of the Parties and their successors and assigns. Except as provided in Section 10, no other person or entity has any right of action based upon this Agreement. 12.13. Municipal Code. All Municipal Code references are references to the Municipal Code as it exists on the Effective Date or at the time of inquiry, whichever is less restrictive or requires a lesser level of performance. 12.14. Permitted Delays. Neither Party will be in default of an obligation if that Party's inability to perform or delay in performing that obligation is caused by matters which are not within the performing Party's reasonable control, including: casualty; acts of God; civil commotion; war; insurrection; riots; strikes; walkouts; picketing or other labor disputes; market factors; unavoidable shortages of materials or supplies; damages to work in progress by reason of fire, flood, earthquake or other casualty; litigation which prohibits or delays any aspect of the Development; initiatives or referenda; moratoria; acts or the failure to act of any other government agency (except that San Bernardino's acts or its failure to act will not excuse its performance); unanticipated restrictions which are imposed or mandated by government or non-government agencies; and the enactment of conflicting State or Federal laws, regulations or judicial decisions. 12.15. Mutual Covenants. The covenants contained herein are mutual covenants and are conditions to the concurrent or subsequent performance by the benefitted Party. 12.16. Successors in Interest. The burdens of this Agreement are binding upon, and the benefits of this Agreement inure to, the Parties' permitted successors in interest. All provisions are enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act with regard to the Development of the Property: A. Is for the benefit of and is a burden upon all portions of the Property. B. Runs with the Property and all portions. C. Is binding upon each Party and its successors in interest during the term of that Party's or its successors' ownership of the Property or any portion. 23 23 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 12.17. Counterparts. This Agreement will be executed in three (3) counterparts, which will be construed together and have the same effect as if the Parties had executed the same instrument. 12.18. Jurisdiction and Venue. All legal actions and proceedings to enforce or interpret this Agreement must be filed and tried in San Bernardino Superior Court or other legally appropriate court and venue. 12.19. Project as a Private Undertaking. The Project is a private development and neither Party is acting as the agent of the other in any respect. Each Party is an independent contracting entity with respect to this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between San Bernardino and Montecito is that of a government entity regulating the development of private property by a private party. 12.20. Further Actions and Instruments. Each Party must cooperate with the other and provide reasonable assistance to the other in the performance of the other Party's obligations. Upon a Party's request, the other Party must promptly execute (with notary acknowledgment if required) those instruments, and take any reasonable actions, necessary to evidence or consummate the transactions expressly described, or which are a logical extension of the transactions described, in this Agreement. 12.21. Eminent Domain. No provision of this Agreement expands, limits or restricts San Bernardino's exercise of its eminent domain powers. 12.22. Attorneys' Fees. If either Party files any action or brings any action or proceeding against the other pertaining to the interpretation or enforcement of this Agreement, then the prevailing Party will recover as an element of its costs of suit and not as damages its costs of suit, expert fees, consultant costs, and reasonable attorneys' fees as fixed by the Court. "Reasonable attorneys' fees" include the fully burdened salaries and expenses of the lawyers employed in the San Bernardino City Attorney's office. 12.23. Authority to Execute. Each natural person executing this Agreement on behalf of a Party represents that he or she has the authority to execute this Agreement on behalf of that Party and that he or she has the authority to bind that Party to this Agreement. [Signature pages follow] 24 24 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 SIGNATURE PAGE TO SPRING TRAILS DEVELOPMENT AGREEMENT "SAN BERNARDINO" The City of San Bernardino, a California charter law city and municipal corporation ATTEST: By: Patrick J. Morris, Mayor Georgeann Hanna, City Clerk APPROVED AS TO FORM: James F. Penman, City Attorney STATE OF CALIFORNIA COUNTY OF On , 2011, before me, Notary Public, personally appeared , proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public 25 25 Spring Trails Development Agreement-014 M6S 1-000--1001672 1 2013-34 SIGNATURE PAGE TO SPRING TRAILS DEVELOPMENT AGREEMENT "MONTECITO" Montecito Equities, Ltd., a California limited partnership By: Name: Title: Manager STATE OF CALIFORNIA COUNTY OF On , 2011, before me, Notary Public, personally appeared , proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public 26 26 Spring Trails Development Agreement-014 M681-000--1001672.1 2013434 EXHIBIT A TO SPRING TRAILS DEVELOPMENT AGREEMENT Legal Description of Property DIVISION 1: PARCEL A: PARCEL 4 OF PARCEL MAP NO. 3809, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,AS SHOWN BY MAP ON FILE IN BOOK 44 OF PARCEL MAPS, PAGE 20, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL B: PARCEL 4 OF PARCEL MAP NO. 3810, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 34 OF PARCEL MAPS,PAGE 92, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL C: A NON-EXCLUSIVE EASEMENT FOR PRIVATE ROAD PURPOSES OVER AND ACROSS A STRIP OF LAND, 60 FEET IN WIDTH, SHOWN AS MARTIN RANCH ROAD ON PARCEL MAP NO. 3540 IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 31 OF PARCEL MAPS, PAGE 84, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SAID EASEMENT IS APPURTENANT TO PARCELS A AND B ABOVE. DIVISION II: PARCEL 1: THE EAST ONE-HALF OF THE SOUTHWEST ONE-QUARTER OF THE NORTHEAST ONE- QUARTER, AND THE EAST ONE-HALF OF THE NORTHWEST ONE-QUARTER OF THE SOUTHWEST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER, AND THE SOUTH ONE- HALF OF THE SOUTHEAST ONE-QUARTER OF THE NORTHWEST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SECTION 26, TOWNSHIP 2 NORTH, RANGE 5 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY OF SAID LAND APPROVED JUNE 24, 1898, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: LOTS 1 AND 2, THE NORTHEAST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER AND THE SOUTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SECTION 26, Exhibit A Spring Trails Development Agreement-014 h1!Kf-000--I001672I 2013-34 TOWNSHIP 2 NORTH, RANGE 5 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY OF SAID LAND APPROVED JUNE 24, 1898, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 3: ALL THAT PORTION THE TOWN OR IRVINGTON AND THE LANDS OF IRVINGTON LAND AND WATER COMPANY, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF RECORDED IN BOOK 3 OF MAPS, PAGE 9, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF LOT 79 AS SHOWN ON SAID MAP WHICH POINT IS ALSO THE MOST WESTERLY CORNER OF LOT 19 OF MEYERS AND BARCLAY SUBDIVISION OF A PORTION OF THE MUSCUPIABE RANCHO, ACCORDING TO MAP THEREOF, RECORDED IN BOOK 2 OF MAPS,PAGE 32,RECORDS OF SAN BERNARDINO COUNTY; THENCE NORTH 40° 50' EAST ALONG THE NORTHWESTERLY LINE OF SAID LOT 19 WHICH IS ALSO THE NORTHWESTERLY BOUNDARY OF LOT 79 AS DELINEATED ON THE AFORESAID MAP RECORDED IN BOOK 3 OF MAPS, PAGE 9, TO THE NORTHERLY BOUNDARY OF THE MUSCUPIABE RANCHO, AS SHOWN ON MAP OF SURVEY MADE BY GEORGE H. PERRIN, APPROVED BY THE UNITED STATES SURVEYOR GENERAL FOR CALIFORNIA ON JUNE 24, 1898; THENCE SOUTHEASTERLY ALONG THE BOUNDARY OF THE MUSCUPIABE RANCHO AS ESTABLISHED BY SAID SURVEY MAP TO AN ANGLE POINT IN SAID BOUNDARY LINE; THENCE CONTINUING ALONG SUCH BOUNDARY OF SAID RANCHO MUSCUPIABE IN A SOUTHERLY DIRECTION TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 79; THENCE FOLLOWING THE BOUNDARY OF SAID LOT 79 IN A NORTHWESTERLY DIRECTION TO AN ANGLE POINT; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID LOT 79 TO AN ANGLE POINT, WHICH IS ALSO A POINT ON THE SOUTHWESTERLY LINE OF LOT 19 OF THE AFORESAID MEYERS AND BARCLAY SUBDIVISION OF A PORTION OF THE MUSCUPIABE RANCHO; THENCE NORTHWESTERLY TO THE POINT OF BEGINNING. PARCEL 4: LOT "A"AS SHOWN ON THE PLAT OF A RESUBDIVISION OF A PORTION OF MEYER AND BARCLAY TRACT, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,AS PER PLAT RECORDED IN BOOK 12 OF MAPS,PAGE 18,RECORDS OF SAID COUNTY. EXCEPTING THEREFROM 5 ACRES IN THE SOUTHEAST CORNER OF SAID LOT, AS CONVEYED TO ROBERT B. MEYER BY DEED RECORDED IN BOOK 173, PAGE 156 OF DEEDS,RECORDS OF SAID COUNTY. Exhibit A Spring Trails Development Agreement-014 i%16sI-1100--111016'.1 2013-34 PARCEL 5: LOT "C"AS SHOWN ON THE PLAT OF A RESUBDIVISION OF A PORTION OF MEYER AND BARCLAY TRACT, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,AS PER PLAT RECORDED IN BOOK 13 OF MAPS,PAGE 32, RECORDS OF SAID COUNTY. 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IlatiVellr 1' r ISHEET 3 Oi 3 3,KILT3 ,..• •■ 4..... . 1 Exhibit B Spring Trails Developmem Agreement-014 Mill -Ill)))--1001672 I 2013-34 EXHIBIT C TO SPRING TRAILS DEVELOPMENT AGREEMENT Partial Listing of Existing Land Use Regulations • City of San Bernardino General Plan. o Verdemont Heights Area Plan. • Spring Trails Specific Plan. o San Bernardino Foothill Fire Zone development standards. o Land use and zoning categories, including residential uses and other uses such as parks, open space — natural, open space — homeowner maintained, utility and roads. o Permitted uses, including residential uses, recreational uses, accessory uses and temporary uses. o General and specific development standards. • To the extent not addressed in the Spring Trails Specific Plan, the City of San Bernardino Municipal Code. Exhibit C Spring Trails Development Agreement-014 Me81-(Ito)--100I672 2013-34 EXHIBIT D TO SPRING TRAILS DEVELOPMENT AGREEMENT Estimate of Sewer Line Construction Costs Estimated sewer line construction cost(including $1,300,000 related facilities) Exhibit D Spring Trails Development Agreement-014 MbRI-IIn0--I00107?I 2013-34 EXHIBIT E TO SPRING TRAILS DEVELOPMENT AGREEMENT Depiction of Sewer Benefited Properties Sewer Benefit Area , mil _._. M CA'''''' i i :i' : '' 1 • % f• ''j1," ! . ` '• t " ^' I a •� / f , * ■ R� . P ^ Ile 215' 1 l ; \ \ iit,i 17 i° :,,, , \ \r.,,,:,,,., . ,,..; ,e,, 4 '.iiP r 44 SPRING �� 1 o 7: ,I, '; \,..„, ,,i..,Exhibit E Spring Trails Development Agreement-014 M681-000--1001672 1 2013-34 EXHIBIT F TO SPRING TRAILS DEVELOPMENT AGREEMENT Depiction of Park Benefited Properties I Park Benefjt Area . . - . . •..... r•—". p . .. r , \ V.\ (Ire N •-.. i " i ''oc4.0 1 - , I 1 \ ....,...,i , . ,. ... •,., ,. ' ,ww e Nit>, St%fr, .4.■1' keiN 4 Alir 6447 I . 1 1 ., . I SPRING f 4"..A148"c A N. tft, t \ §. I 1 ..4 Exhibit F Spring Trails Development Agreement-014 NA681-000--1001672 1 2013-34 Recorded in Official Records, County of San Bernardino 4/01/2013 DENNIS DRAEGER 11:00 AM BN ,--eili"I x ASSESSOR — RECORDER — CLERK RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: P Counter Doc#: 2013—0131751 Titles: 1 Pages: 39 Fees 0.00 Taxes 0.00 Other 0.00 The City of San Bernardino PAID 80.00 300 North"D" Street, 2nd Floor San Bernardino, CA 92418 Attn: City Clerk APNs: Exempt from Recording Fees pursuant to Government Code Section 27383 SPRING TRAILS DEVELOPMENT AGREEMENT between THE CITY OF SAN BERNARDINO, a California charter law city and municipal corporation and MONTECITO EQUITIES, LTD. a California limited partnership Spring Trails Development Agreement-014 M6S 1-000--1001672.1 2013-34 TABLE OF CONTENTS 1. DEFINITIONS AND EXHIBITS 3 1.1. Definitions 3 1.2. Exhibits 7 2. GENERAL PROVISIONS 7 2.1. Binding Effect of Agreement 7 2.2. Ownership 7 2.3. Term 7 2.4. Assignment 8 2.5. Voluntary Amendment or Cancellation of Agreement 8 2.6. Termination 8 2.7. Notices 9 3. DEVELOPMENT OF THE PROPERTY 10 3.1. Vested Right to Develop 10 3.2. Effect of Agreement on Land Use Regulations 10 3.3. Timing of Development 10 3.4. Changes and Amendments to Existing Development Approvals 10 3.5. Reservations of Authority 11 3.6. Subsequent Development Approvals 12 3.7. Modification or Suspension by State or Federal Law 12 3.8. Provision of Real Property Interests by San Bernardino 12 3.9. Third Party Permits and Approvals and Utilities 13 3.10. Tentative Tract Map Extension 14 4. PUBLIC BENEFITS 14 4.1. Development Impact Fees 14 4.2. Additional Permits and Approvals 14 4.3. Construction of Sewer Lines and Sewer Line Costs 15 4.4. [Reserved] 15 4.5. Excess Sewer Facilities Credit 15 4.6. Sewer Fees Credit. 15 4.7. Reimbursement from Developers of Sewer Benefited Properties. 16 4.8. Credit and Reimbursement for Excess Public Park Facilities Dedication 16 5. PUBLIC FINANCING 17 5.1. Financing 17 6. REVIEW FOR COMPLIANCE 17 6.1. Periodic Review 17 6.2. Procedure 17 6.3. Proceedings for Modification or Termination 18 Spring Trails Development Agreement-012 M681-000--1001672.1 2013-34 6.4. Hearing on Modification or Termination 18 6.5. Certificate of Agreement Compliance 18 6.6. No Cross-Defaults 18 7. PREVAILING WAGES 19 7.1. Public Works Determination 19 8. DEFAULT AND REMEDIES 19 8.1. Remedies in General 19 8.2. Specific Performance 19 8.3. Release 20 8.4. San Bernardino's Termination of Agreement or Exercise of Other Remedies Upon Montecito's Default 20 8.5. Montecito's Termination of Agreement or Exercise of Other Remedies Upon San Bernardino's Default 20 9. THIRD PARTY LITIGATION 20 9.1. Third Party Litigation Concerning Agreement 20 10. MORTGAGEES 21 10.1. Mortgagee Protection 21 11. REDEVELOPMENT AREA 21 12. MISCELLANEOUS PROVISIONS 22 12.1. Recordation of Agreement 22 12.2. Entire Agreement 22 12.3. Estoppel Certificates 22 12.4. Severability 22 12.5. Interpretation and Governing Law 22 12.6. Section Headings 22 12.7. Singular and Plural 22 12.8. "Including." 22 12.9. Time of Essence 23 12.10. Calendar Periods 23 12.11. Waiver 23 12.12. No Third Party Beneficiaries 23 12.13. Municipal Code 23 12.14. Permitted Delays 23 12.15. Mutual Covenants 23 12.16. Successors in Interest 23 12.17. Counterparts 24 12.18. Jurisdiction and Venue 24 12.19. Project as a Private Undertaking 24 12.20. Further Actions and Instruments 24 12.21. Eminent Domain 24 ii Spring Trails Development Agreement-012 M681-000--1001672_.1 2013-34 12.22. Attorneys' Fees 24 12.23. Authority to Execute 24 Spring Trails Development Agreement-012 M681-000--1001672.1 2013-34 SPRING TRAILS DEVELOPMENT AGREEMENT This Spring Trails Development Agreement ("Agreement") is entered into between the City of San Bernardino, a California charter law city and municipal corporation ("San Bernardino"), and Montecito Equities, Ltd., a California limited partnership (hereinafter "Montecito"). This Agreement is dated as of February 19 , 2013 for reference only. This Agreement will not become effective until the "Effective Date" (defined below). San Bernardino and Montecito are entering into this Agreement in reliance on the facts set forth in the Recitals,below. RECITALS A. San Bernardino is authorized under Government Code Section 65864, et seq. and City Municipal Code Chapter 19.40 (collectively, "Development Agreement Law") to enter into binding development agreements with persons having legal or equitable interests in real property for the development of that property. B. Montecito owns or has an equitable interest in real property consisting of the approximately three hundred fifty-three (353) acres of land ("Property") described in attached Exhibit A and depicted in attached Exhibit B ("Site Plan"). Although the Property is presently located in the unincorporated territory of San Bernardino County, California ("County"), it is or will become the subject of an application under Government Code Section 56000, et seq. before the San Bernardino County Local Agency Formation Commission ("LAFCO"), to annex the Property into San Bernardino's municipal limits ("Annexation Proceedings"). C. Montecito applied to San Bernardino for approval and enactment of this Agreement as the primary governing instrument for the development and use of the Property. San Bernardino's Planning Commission ("Planning Commission") and Common Council ("Common Council") have conducted public hearings and have found that this Agreement is consistent with San Bernardino's General Plan("General Plan"), including the General Plan Land Use Element. D. On February 19 , 2013, the Common Council adopted its Resolution No. 2013-34 ("Enacting Resolution"), which approved this Agreement. The Enacting Resolution became effective on the date of its adoption. E. By adopting the Enacting Resolution, the Common Council elected to exercise its governmental powers with regard to the Development of the Property at the present time rather than later. This Agreement binds San Bernardino and future Common Councils and limits the Common Council's future exercise of its police powers. This Agreement has been extensively reviewed by the Planning Commission and the Common Council, both of which found it to be fair, just and reasonable and in the best interests of San Bernardino's citizens and the health, safety and welfare of the public. F. San Bernardino has complied with all California Environmental Quality Act (California Public Resources Code Section 21000, et sec.) ("CEQA") requirements with respect 1 1 Spring Trails Development Agreement-0l4 M661-000--1001672I 2013-34 to the approval of this Agreement and of the Project, through the Common Council's certification of that certain Environmental Impact Report# SC-tt No+' ("EIR"). coq l//0840 G. Developer proposes to subdivide and develop the Property as a phased residential development project in accordance with the following Development Approvals: 1. General Plan Amendment No. 02-09, approved by Resolution No. ,,,?0/5--.3y, on Feb /9 , 20/3. 2. Specific Plan No. SPA,-O/ , approved by Resolution No. :1013-3q ,on Feb 19 , 20 13. 3. Tentative Tract Map 15576 (SUB No. 02-09) ("Tract Map"), approved by Resolution No.&Dl3 3C}, on /'/.j /9 , 20 G . H. San Bernardino has placed certain conditions on its approval of the Tract Map (collectively, "Conditions of Approval"), including (but not limited to) requirements that Montecito: 1. Dedicate to San Bernardino (or its designee) rights-of-way for water main lines and related facilities("Water Line Easements"), easements for the construction and operation of water tank sites ("Tank Easements") and rights-of-way for sewer main lines and related facilities ("Sewer Line Easements"). 2. Construct water lines and related facilities, including water tanks ("Water Lines") within the easements shown in the Tract Map and dedicate them to San Bernardino. 3. Construct sewer main lines and related facilities ("Sewer Lines") within the easements shown in the Tract Map and dedicate them to San Bernardino. 4. Improve seven (7) acres of the Property as shown on the Tract Map with public park improvements ("Public Park Facilities") and dedicate the land and improvements to San Bernardino. I. The Sewer Line Easements and Sewer Lines all benefit properties (collectively, "Sewer Benefited Properties") in addition to the Property. The Sewer Benefited Properties are depicted on attached Exhibit E. The Sewer Line Easements and the Sewer Lines are referred to in this Agreement as the"Sewer Facilities". J. San Bernardino and Montecito acknowledge that Montecito's obligation to improve and dedicate the Public Park Facilities may exceed the Project's fair share obligation for public park and recreational facilities as provided by the Land Use Regulations and state law. The Public Park Facilities benefit properties (collectively, "Park Benefited Properties") in addition to the Property. The Park Benefited Properties are depicted on the attached Exhibit F. K. All of San Bernardino's prior actions and approvals with regard to this Agreement complied with all applicable legal requirements related to notice, public hearings, findings, votes, and other procedural matters. 2 2 Spring Trails Development Agreement-014 M6S I-000--1001672 1 2013-34 L. The development of the Property in accordance with this Agreement will provide substantial benefits to San Bernardino. This Agreement eliminates uncertainty in planning and provides for the orderly development of the Property, ensures the progressive installation of necessary public improvements to serve the Project, and serves the purposes of the Development Agreement Law. M. In order to assure the vesting of its legal rights to develop the Property in accordance with this Agreement, Montecito has previously incurred and in the future will incur costs substantially exceeding those which it would incur in the absence of this Agreement . 1. DEFINITIONS AND EXHIBITS. 1.1. Definitions. The following initially capitalized terms used in this Agreement have the following meanings: A. "Access Property(ies)" has the meaning ascribed to the term in Section 3.8.B. B. "Agreement"means this Development Agreement. C. "Annexation Proceedings" has the meaning ascribed to the term in Recital B. D. "Annual Monitoring Report" has the meaning ascribed to the term in Section 6.1. E. "CEQA"has the meaning ascribed to the term in Recital F. F. "Certificate of Agreement Compliance" or "Certificate" has the meaning ascribed to the term in Section 6.5. G. "Common Council" means the Common Council of the City of San Bernardino. H. "Conditions of Approval"has the meaning ascribed to the term in Recital H. I. "County"has the meaning ascribed to the term in Recital B. J. "Dedicate" or "Dedication" means Montecito's offering the public improvement in question for acceptance by San Bernardino into its system of public improvements, all in accordance with San Bernardino's reasonable and customary policies and procedures for the acceptance of publicly-dedicated improvements. K. "Development" means the subdivision and improvement of the Property for the purposes of constructing or reconstructing the structures, improvements and facilities comprising the Project, including grading; the construction of infrastructure and public and private facilities related to the Project, whether located within or outside the Property; the 3 3 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 construction of buildings and structures; and the installation of landscaping. "Development" does not include the maintenance of any building, structure, improvement or facility after its construction and completion. L. "Development Agreement Law" has the meaning ascribed to the term in. Recital A. M. "Development Approvals" mean all approvals, permits and other entitlements applicable to the Development of the Property, including: specific plans and specific plan amendments; tentative and final subdivision and parcel maps; conditional use permits, public use permits and site plans; zoning; variances; and grading and building permits. N. "Development Exactions" mean any exaction (other than a Development Impact Fee) imposed by San Bernardino in connection with a Development Approval or in connection with the granting of any right, privilege or approval pertaining to the Development of the Property, including requirements for land dedication or for public construction. 0. "Development Impact Fee" means a monetary payment authorized by Government Code Section 66001, et seq., whether imposed legislatively on a broad class of development projects or on an ad hoc basis to a specific development project. P. "Development Plan" means the Existing Development Approvals and the Existing Land Use Regulations applicable to Development of the Property. If any Existing Development Approvals by their terms supersede any Existing Land Use Regulations, then "Development Plan"means the superseding Existing Development Approvals. Q. "Director"has the meaning ascribed to the term in Section 3.4. R. "Dwelling Units" mean single-family residential dwelling units, including detached and attached dwelling units. S. "Effective Date"means the date which is the later of: 1. The date on which the Enacting Resolution is no longer subject to referendum or judicial challenge; or 2. The date on which the Annexation Proceedings are complete and not subject to further administrative or judicial challenge. T. "EIR"has the meaning ascribed to the term in Recital F. U. "Enacting Resolution"has the meaning ascribed to the term in Recital D. V. "Excess Public Park Facilities Credit" has the meaning ascribed to the term in Section 4.8. W. "Excess Sewer Facilities Credit" has the meaning ascribed to the term in Section 4.5. 4 4 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 X. "Existing Development Approvals" mean all Development Approvals approved or issued by San Bernardino prior to or the same day as the effective date of the Enacting Resolution, including the Development Approvals described in Recital G. Y. "Existing Land Use Regulations" mean all Land Use Regulations in effect on the effective date of the Enacting Resolution, including the Land Use Regulations listed on the attached Exhibit C. Z. "Fair Share Park Obligation" has the meaning ascribed to the term in Section 4.8.A. AA. "General Plan"has the meaning ascribed to the term in Recital C. BB. "LAFCO"has the meaning ascribed to the term in Recital B. CC. "Land Use Regulations" mean all of San Bernardino's ordinances, resolutions, codes, rules, regulations and official written policies governing land development, including those governing: the permitted use of land; the density or intensity of use; subdivision requirements, the maximum height and size of proposed buildings; the reservation or dedication of land for public purposes; and the design, improvement and construction standards and specifications applicable to the development of property, all as may be modified or supplemented by the Existing Development Approvals. "Land Use Regulations" do not include any ordinance, resolution, code, rule, regulation or official policy governing: the conduct of businesses, professions, and occupations; taxes and assessments; the granting of encroachment permits and the conveyance of rights and interests that provide for the use of or the entry upon public property; or the exercise of the power of eminent domain. DD. "Lot" means any legally subdivided lot of the Property which is intended for residential or commercial uses. EE. "Minor Exception" or "Minor Modification" have the meanings ascribed to the terms in Section 3.4. FF. "Montecito" means Montecito Equities, Ltd., a California limited partnership, its successors and assigns. GG. "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed of trust, or any other security-device lender, and their successors and assigns. HH. "Notice"has the meaning ascribed to the term in Section 2.7.A. II. "Park Benefited Properties" has the meaning ascribed to the term in Recital J. JJ. "Park Fair Share Contribution" has the meaning ascribed to the term in Section 4.8.D. 5 5 Spring Trails Development Agreement-014 M681-000--1001672,1 2013-34 KK. "Party" means either San Bernardino or Montecito, individually. "Parties"mean San Bernardino and Montecito, collectively. LL. "Person" means and refers to any association, corporation, governmental entity or agency, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization, or other entity of any kind, including San Bernardino and Montecito. MM. "Planning Commission" has the meaning ascribed to the term in Recital C. NN. "Project" means the Development of the Property as contemplated by the Development Plan, as the Development Plan may be further defined, enhanced or modified in accordance with this Agreement. 00. "Property" means the real property described on Exhibit A and depicted on Exhibit B. PP. "Public Park Facilities"has the meaning ascribed to the term in Recital H. QQ. "Public Park Facilities Costs" has the meaning ascribed to the term in Section 4.8. RR. "Qualifying Conditions" has the meaning ascribed to the term in Section 3.8.C. SS. "Reservations of Authority" mean the rights reserved to San Bernardino under Section 3.5. TT. "San Bernardino" means the City of San Bernardino, a California charter law city and municipal corporation, its successors and assigns. UU. "Sewer Lines"has the meaning ascribed to the term in Recital H. VV. "Sewer Line Costs"has the meaning ascribed to the term in Section 4.3. WW. "Sewer Line Easements" has the meaning ascribed to the term in Recital H. XX. "Site Plan"has the meaning ascribed to the term in Recital B. YY. "Special District"has the meaning ascribed to the term in Section 5.1. ZZ. "Subsequent Development Approvals" mean all Development Approvals approved by San Bernardino subsequent to its approval of this Agreement. AAA. "Subsequent Land Use Regulations" mean all Land Use Regulations adopted and effective after the effective date of the Enacting Resolution. 6 6 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 BBB. "Term"has the meaning ascribed to the term in Section 2.3. CCC. "Tract Map"has the meaning ascribed to the term in Recital G. DDD. "Transfer"has the meaning ascribed to the term in Section 2.4.A. EEE. "Transferee"has the meaning ascribed to the term in Section 2.4.A. FFF. "Transferor"has the meaning ascribed to the term in Section 2.4.A. GGG. "Sewer Fees"has the meaning ascribed to the term in Section 4.6. HHH. "Sewer Benefited Properties" has the meaning ascribed to the term in Recital I. III. "Sewer Facilities"has the meaning ascribed to the term in Recital I. JJJ. "Sewer Facilities Costs" has the meaning ascribed to the term in Section 4.5. KKK. "Sewer Fair Share Contribution" has the meaning ascribed to the term in Section 4.5. 1.2. Exhibits. The following documents are attached to a part of this Agreement: Exhibit A Legal Description of Property Exhibit B Site Plan Exhibit C Partial Listing of Existing Land Use Regulations Exhibit D Estimate of Sewer Line Construction Costs Exhibit E Depiction of Sewer Benefited Properties Exhibit F Depiction of Park Benefited Property 2. GENERAL PROVISIONS. 2.1. Binding Effect of Agreement. The Property is made subject to this Agreement and the Development of the Property may be carried out in accordance with this Agreement. The benefits and burdens of this Agreement touch and concern the Property and bind Montecito and all future owners of all or any portion of the Property. 2.2. Ownership. Montecito represents to San Bernardino that Montecito is either the owner of fee simple title to the Property or has an equitable interest in the Property. 2.3. Term. The term ("Term") of this Agreement will commence on the Effective Date and will expire on the twenty-fifth (25th) anniversary of the Effective Date, unless terminated sooner by operation of some other provision of this Agreement. 7 7 Spring Trails Development Agreement-014 M681-000--1001672.I 2013-34 2.4. Assignment. A. Right to Assign. Montecito may sell, transfer or assign (collectively, "Transfer") the Property in whole or in part (provided that no partial Transfer may violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any Person at any time. As used in this Section 2.4, the term "Transferor" means the person or entity (including Montecito) making the Transfer and the term "Transferee" means the Transfer recipient. Any Transfer must be made in strict compliance with all of the following conditions: 1. No Transfer of any right or interest in this Agreement may be made unless made together with the Transfer of all or a part of the Property. 2. Within thirty (30) days after a Transfer, the Transferor must notify San Bernardino in writing of the Transfer and provide San Bernardino with a copy of an agreement executed by the Transferee by which the Transferee expressly and unconditionally assumes all the Transferor's duties and obligations under this Agreement with respect to the portion of the Property transferred. 3. If San Bernardino holds security given by the Transferor with respect to any obligation being assigned to the Transferee, then the Transferee must provide San Bernardino with security to secure performance of the obligations assigned to the Transferee, which may not exceed the amount of the security previously provided to San Bernardino by the Transferor to secure the performance of the same obligations. B. Subsequent Assignment. Any subsequent Transfer after an initial Transfer may be made only in accordance with this Section 2.4. C. Automatic Termination of Agreement With Respect to Individual Improved Lot Upon Completion of Construction and Sale or Lease to Public. This Section 2.4 does not apply to any improved Lot that has been finally subdivided and which is sold or leased for a period of at least one (1) year. Any Lot satisfying the foregoing requirements will automatically be released from this Agreement concurrently with the sale or lease. 2.5. Voluntary Amendment or Cancellation of Agreement. This Agreement may be voluntarily amended or cancelled in whole or in part only with the written consent of San Bernardino and all Persons holding fee title to that portion of the Property to which the amendment or cancellation will apply. The amendment or cancellation process must comply with Government Code Section 65868. This Section 2.5 does not limit the operation of Government Code Section 65869.5. 2.6. Termination. A. This Agreement will automatically terminate upon the occurrence of any of the following events: 1. Expiration of the Term. 8 8 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 2. Entry of a final judgment setting aside, voiding or annulling the adoption of the Enacting Resolution. 3. Adoption of a referendum measure overriding or repealing the Enacting Resolution. 4. Completion of the Project, as evidenced by the issuance of all required occupancy permits and San Bernardino's (or other applicable public agency's) acceptance of all required public dedications. 5. Upon the applicable Party's election to terminate this Agreement under Section 8.4 and Section 8.5. If the terminating Party under Section 8.5 does not own the entirety of the Property, then the termination will apply only to that portion of the Property owned by the terminating Party. B. To the extent that the conditions set forth in Section 4.3 through Section 4.8, inclusive, for credit, reimbursement and similar matters continue to exist, San Bernardino's obligations under such sections will survive the termination of this Agreement for any reason. 2.7. Notices. A. As used in this Agreement, the term "Notice" means any request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other required or permitted communication. B. All Notices must be in writing and will be considered given: 1. When delivered in person to the recipient named below. 2. On the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope, postage prepaid, as either registered or certified mail, return receipt requested. 3. On the date of delivery shown in the records of a reputable delivery service (e.g. UPS or Federal Express). C. All Notices must be addressed as follows: If to San Bernardino: If to Montecito: City of San Bernardino Montecito Equities, Ltd. 300 North "D" Street, 2nd Floor 100 Pacifica, Suite 345 San Bernardino, CA 92418 Irvine, CA 92618 Attn: City Manager Attn: Thomas G. Wilkinson 9 9 Spring Trails Development Agreement-014 M681-000--10016721 2013-34 with a copy to: with a copy to: City of San Bernardino Gresham Savage Nolan & Tilden, APC 300 North"D" Street, 6th Floor 550 E. Hospitality Lane, Suite 300 San Bernardino, CA 92418 San Bernardino, CA 92408-4205 Attn: City Attorney Attn: Mark A. Ostoich and Kevin K. Randolph D. Either Party may, by Notice given at any time, require subsequent Notices to be given to another Person or to a different address, or both. Notices given before receipt of Notice of change of address will not be invalidated by the change. E. Transferees will be entitled to Notices sent by San Bernardino which pertain to that portion of the Property owned by the Transferee. 3. DEVELOPMENT OF THE PROPERTY. 3.1. Vested Right to Develop. Subject to the terms of this Agreement, Montecito has the legally vested right to develop the Property in accordance with the Development Plan. The Project is subject to any Subsequent Development Approvals required to complete the Project. The permitted uses, the density and intensity of use, the maximum height and size of proposed buildings, the design, improvement, and construction standards applicable to Development of the Property and Development Exactions with respect to the Property are those set forth in the Development Plan. 3.2. Effect of Agreement on Land Use Regulations. Except as otherwise allowed by the Reservations of Authority, San Bernardino's rules, regulations and official policies governing the Development of the Property will be the Existing Land Use Regulations. 3.3. Timing of Development. Nothing in this Agreement is a covenant to develop or construct the Project. The Parties acknowledge that Montecito cannot predict if, when or the rate at which phases of the Project will be developed. Such decisions depend upon numerous factors that are not within Montecito's control, such as market demand, interest rates, absorption, completion and other similar factors. The California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the litigants in that case to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the litigants' agreement. The Parties intend to cure that deficiency by providing that Montecito has the right to develop the Project in the order, at the rate and at the times that Montecito, in its sole and absolute discretion, determines to be appropriate, subject only to any Development Plan timing or phasing requirements. 3.4. Changes and Amendments to Existing Development Approvals. The Parties acknowledge that the passage of time may demonstrate that changes to this Agreement are necessary or appropriate. If the Parties determine that changes are necessary or appropriate, then they will, unless otherwise required by law, implement those changes through operating memoranda. These memoranda will be approved on behalf of San Bernardino as follows: 10 10 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 A. By the Community Development Director ("Director") in the case of minor changes which would qualify as either a "Minor Exception" under Municipal Code Chapter 19.58 or a"Minor Modification"under Municipal Code Chapter 19.60 and in any other case where the Director is authorized by this Agreement to act. B. By the Planning Commission in the case of changes related to land use or development standards which are not subject to clause (A). C. By the Common Council in the case of any other changes not subject to clause (A) or(B) above, or if otherwise legally required. D. The Director will determine whether a proposed change is subject to approval by the Director, the Planning Commission or the Common Council, as the case may be. Each operating memorandum will become part of this Agreement after its execution by all required Persons. 3.5. Reservations of Authority. A. Any contrary provision in this Agreement notwithstanding, the following, but only the following, Subsequent Land Use Regulations will apply to the Development of the Property: 1. Procedural regulations relating to hearing bodies, petitions, applications, Notices, findings, records, hearings, reports, recommendations, appeals and any other procedural matter. 2. Regulations governing construction standards and specifications, including San Bernardino's Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code, that are applied uniformly to all development projects in San Bernardino similar to the Project. 3. Regulations which do not conflict with the Development Plan and which are reasonably necessary to protect the public health and safety of the residents of the Project or the immediate community. To the greatest extent possible, these regulations must be applied and construed to provide Montecito with all of the rights and assurances provided under this Agreement. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of Development of the Property will conflict with the Development Plan and will not be applicable to Development of the Property. 4. Regulations that conflict with the Development Plan if Montecito has given its written consent to those regulations. B. The Parties acknowledge that San Bernardino is restricted in its authority to limit its police powers by contract. This Agreement will be construed, contrary to its stated terms if necessary, to reserve to San Bernardino all those police powers that cannot be restricted by contract. 11 11 Spring Trails Development Agreement-014 M681-000--10016721 2013-34 3.6. Subsequent Development Approvals. When acting on Subsequent Development Approvals, San Bernardino may apply only the Existing Land Use Regulations and those Subsequent Land Use Regulations that are permitted under the Reservations of Authority. Any Subsequent Development Approval will be automatically vested under this Agreement. Without limiting the effect of the foregoing, the Parties acknowledge that San Bernardino has certain standards regarding final maps and that such standards can become difficult to meet in a hillside development. As and when Montecito processes any final map for approval by San Bernardino, the San Bernardino City Engineer is hereby authorized to cooperate with Montecito in applying such standards in a way that both achieves the goals of the Subdivision Map Act and is fair and reasonable to Montecito. 3.7. Modification or Suspension by State or Federal Law. If a State or Federal law or regulation which is enacted after the Effective Date prevents the Parties' compliance with any of this Agreement's provisions, then that provision will be modified or suspended to the extent and for the time necessary to achieve compliance with the conflicting State or Federal law. This Agreement's remaining provisions will continue unaffected. The Parties will amend this Agreement to preserve, to the greatest extent possible, the benefits that would arise to the Parties under this Agreement, but for the conflicting State or Federal law. Upon the repeal of the conflicting State or Federal law or upon the occurrence of any circumstance that removes their effect upon this Agreement, this Agreement's provisions will be automatically restored to their full original effect and any amendment that the Parties may have entered into under this Section 3.7 will terminate. 3.8. Provision of Real Property Interests by San Bernardino. A. Except as provided in clause (B) and clause (C), below, if the Development Exactions require Montecito to construct any public improvement on property not owned by it, then Government Code Section 66462.5 will control the Parties' rights and obligations with respect to that public improvement. B. Clause (A) above notwithstanding, Montecito is either under contract to purchase or pursing permits for use with respect to portions of the following property(or interest in property) within San Bernardino's municipal limits and on which a public improvement to provide primary or secondary access to the Project will be constructed ("Access Property(ies)"): • Ronald Martin (APN 348-111-11) • Muscupiabe Ranch, LLC (APN 348-101-77) • San Bernardino Municipal Water Department(APN 348-101-76) • San Bernardino County Flood Control District (Cable Creek) • Property formerly known as the Bice Property, which is now owned by the successor to the City of San Bernardino Economic Development Agency 12 12 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 Montecito hereby waives the provisions of Government Code Section 66462.5 with respect to the foregoing Access Properties. With respect to the foregoing Access Properties, Montecito and San Bernardino agree that San Bernardino will have no obligation to either approve a final tract map implementing the Tract Map or assist in any material way in connection with the acquisition of an Access Property; however, San Bernardino will provide reasonable, non-financial assistance in connection with Montecito's attempts to acquire any Access Property which is held by a public agency. In addition, in no event will any condition of approval related to a public improvement to be located on an Access Property be deemed waived as a result of the application of Government Code Section 66462.5. C. In addition, clause (A) above notwithstanding, on the condition that the qualifying conditions described in clauses (1) through (3) below ("Qualifying Conditions") are satisfied with regard to the Access Properties owned by Gloria Evans (APN 348-111-28) and Michael and Laura Kelley (APN 348-111-27) and located outside San Bernardino's municipal limits, Montecito hereby waives the provisions of Government Code Section 66462.5 with respect to such Property Interests. The Qualifying Conditions with respect to such Property Interests are as follows: (1) The public improvement is required in order to provide secondary access to the Project and is to be located on property not owned by Montecito or under its control. (2) The public improvement will be located on property outside San Bernardino's municipal limits. (3) Despite reasonable good faith efforts, San Bernardino has been unable to secure those approvals needed to permit San Bernardino to exercise its powers of condemnation with respect to the property on which the public improvement will be located, from the governmental agency with jurisdiction over such property. D. Notwithstanding anything to the contrary contained herein, Montecito will acquire either a fee or permanent easement interest in all the Access Properties no later than the fifth (5th) anniversary of the Effective Date. 3.9. Third Party Permits and Approvals and Utilities. The Parties acknowledge that this Agreement does not bind third party governmental and non-governmental agencies which are not under San Bernardino's control. San Bernardino will use its best efforts to assist Montecito in obtaining all third party governmental and non-governmental agencies' permits and approvals which are necessary for the Development of the Property, including: A. Permits, approvals and rights of way which are required for the installation of public improvements, driveways and utility connections and utility services such as electrical, gas, water, sewer, storm drain, telephone and cable television; and B. Other permits and approvals which may be issued by third party government agencies such as the California Department of Transportation and the South Coast 13 13 spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 Air Quality Management District. In addition, at Montecito's request, San Bernardino will assist Montecito in negotiating with third-party government agencies and non-government agencies with respect to disputes concerning processing fees and development impact fees levied by those third party government agencies and non-government agencies. C. The Parties acknowledge that in connection with the installation of utility facilities which will be owned by private utility companies, it may lower the overall project cost for the utility installation project to be a San Bernardino project. In the event Montecito requests San Bernardino to undertake such a utility installation project, San Bernardino's City Engineer is hereby authorized to do so; provided, however, that Montecito bears San Bernardino's entire direct and indirect cost of the same. 3.10. Tentative Tract Map Extension. As authorized by Government Code Section 66452.6, the Tract Map and any other tentative subdivision or parcel map approved in connection with Development of the Property will be effective for a period equal to the longer of: A. Eight (8) years from the date of San Bernardino's approval of the tentative subdivision or parcel map; or B. The expiration or earlier termination of the Term. 4. PUBLIC BENEFITS. 4.1. Development Impact Fees. A. Amount and Components of Fee. Subject to Section 4.6, Montecito will pay all Development Impact Fees and other fees and charges imposed by San Bernardino and applicable to Development of the Property, the submission and revision of Development Approvals applications, and inspection of Project improvements. Montecito will pay the Development Impact Fees and other fees and charges in the amount and when required under the then-current applicable San Bernardino ordinance or resolution. The Project is subject to future increases in Development Impact Fees. 4.2. Additional Permits and Approvals. The only Subsequent Development Approvals required for Development of the Property in accordance with the Development Plan are: A. Design approvals required by the Municipal Code for the structures to be built on the Property; B. Building permits; and C. Certificates of occupancy or other equivalent permits. Upon Montecito's request, San Bernardino will accept and diligently process applications for the foregoing permits and approvals and will promptly make all required inspections. 14 14 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 4.3. Construction of Sewer Lines and Sewer Line Costs. A. If Montecito implements the Project, then in accordance with the Conditions of Approval, Montecito will construct the Sewer Lines and dedicate them to San Bernardino upon completion as required by this Section A. The Sewer Lines will be completed in a good, workmanlike, and commercially reasonable manner, with the standard of diligence and care normally used by duly qualified persons performing comparable work. As used in this Agreement, the term "Sewer Line Costs" means the actual third party costs and expenses incurred by Montecito in connection with the design, engineering, construction, installation and testing of the Sewer Lines, and includes the cost of the temporary and permanent real property interests reasonably necessary in connection with the foregoing activities (all of the foregoing, collectively "Sewer Line Costs"). A non-binding budgetary estimate of the Sewer Line Costs is attached as Exhibit D. B. Following their completion, Montecito will dedicate the the Sewer Lines to San Bernardino or its designee and San Bernardino will accept the Dedication within ninety (90) days following Montecito's offer. At the time of Dedication, Montecito will provide San Bernardino with a detailed accounting of the total Sewer Line Costs, together with reasonable supporting documentation. 4.4. [Reserved]. 4.5. Excess Sewer Facilities Credit. A. As used in this Agreement, the term "Sewer Facilities Costs" means an amount equal to the Sewer Line Costs (determined in accordance with Section 4.3). As used in this Agreement, the term "Excess Sewer Facilities Credit" means an amount equal to fifteen percent (15%) of the Sewer Facilities Costs. Montecito will be credited and reimbursed the Excess Sewer Facilities Credit as set forth in Section 4.6 and Section 4.7. B. Immediately following the determination of the total Sewer Line Costs as described in Section 4.3, the parties will calculate the Sewer Facilities Costs and San Bernardino will allocate the Excess Sewer Facilities Credit among the Sewer Benefited Properties on a percentage basis, calculated based on San Bernardino's reasonable determination of the benefit received from the Sewer Facilities by each Sewer Benefited Property (each such allocation being a "Sewer Fair Share Contribution"). The aggregate of the Sewer Fair Share Contributions of the Sewer Benefited Properties must equal one hundred percent (100%) of the Excess Sewer Facilities Credit. C. San Bernardino acknowledges that the credits and reimbursement paid to Montecito in accordance with Section 4.6 and Section 4.7 are considered payment for costs normally borne by the public, as described in Labor Code Section 1720(c)(3). San Bernardino has no direct financial obligation to Montecito with respect to the Excess Sewer Facilities Credit other than to provide the credits and facilitate the reimbursement described in Section 4.6 and Section 4.7. 4.6. Sewer Fees Credit. San Bernardino may impose on the Project certain Development Impact Fees related to sewer facilities or to sewer capacity rights necessary to 15 15 Spring Trails Development Agreement-014 M6S 1-000--1001672.1 2013-34 provide sanitary sewer services to the Project (collectively, "Sewer Fees"). Rather than pay the applicable Sewer Fees at the time that they would otherwise be payable under the Land Use Regulations, and until the Excess Sewer Facilities Credit has been fully credited or reimbursed to Montecito, Montecito may apply a portion of the then-current Excess Sewer Facilities Credit in lieu of paying an equivalent amount of Sewer Fees. The then-current amount of the Excess Sewer Facilities Credit will be reduced by the amount of the credited Sewer Fees. 4.7. Reimbursement from Developers of Sewer Benefited Properties. Until the Excess Sewer Facilities Credit has been fully credited or reimbursed to Montecito under Section 4.6 or this Section 4.7, as a condition to the issuance of any approval or entitlement for the development of a Sewer Benefited Property, San Bernardino will require that the developer of that Sewer Benefited Property pay to Montecito the applicable Sewer Fair Share Contribution of the Sewer Benefited Property. The then-current balance of the Excess Sewer Facilities Credit will be reduced by the amount paid to Montecito. 4.8. Credit and Reimbursement for Excess Public Park Facilities Dedication. A. Pursuant to City Development Code Section 19.30.320, San Bernardino has imposed a Development Exaction against the Project for purposes of providing public parks and recreational amenities. Provided that Montecito implements the Project, this Development Exaction requires Montecito to dedicate and improve Public Park Facilities on the Property which exceed the Project's "fair share" obligation for public park facilities as established by the San Bernardino Development Code and state law ("Fair Share Park Obligation"). B. As used in this Agreement, the term "Public Park Facilities Costs" means the aggregate of the actual third party costs and expenses incurred by Montecito in connection with the acquisition, design, engineering, construction and installation of the Public Park Facilities, and includes the cost of the temporary and permanent real property interests reasonably necessary in connection with the foregoing activities. The term "Excess Public Park Facilities Credit" means the total Public Park Facilities Costs in excess of the dollar value of the Project's Fair Share Park Obligation, as determined in good faith by the City. C. Following their completion, Montecito will dedicate the Public Park Facilities to San Bernardino and San Bernardino will accept the Public Park Facilities within ninety (90) days following Montecito's offer. At the time of the Dedication, Montecito will provide San Bernardino with a detailed accounting of total Public Park Facilities Costs, together with reasonable supporting documentation. D. San Bernardino will allocate the Excess Public Park Facilities Credit among the Park Benefited Properties on a percentage basis, calculated based on San Bernardino's reasonable determination of the benefit received from the Public Park Facilities by each Park Benefited Property (each such allocation being a "Park Fair Share Contribution"). The aggregate of the Park Fair Share Contributions of the Park Benefited Properties must equal one hundred percent (100%) of the Excess Public Park Facilities Credit. E. As a condition to the issuance of any approval or entitlement for the development of a Park Benefited Property, San Bernardino will require that the developer of that 16 16 Spring Trails Development Agreement-014 M681-000--10016721 2013-34 Park Benefited Property pay to Montecito the applicable Park Fair Share Contribution of the Park Benefited Property. F. San Bernardino acknowledges that the reimbursement paid to Montecito in accordance with this Section 4.8 is considered payment for costs normally borne by the public, as described in Labor Code Section 1720(c)(3). San Bernardino has no direct financial obligation to Montecito with respect to the Excess Public Park Facilities Credit other than the reimbursement described in this Section 4.8. 5. PUBLIC FINANCING. 5.1. Financing. Upon a Party's written request, the other Party will cooperate in the formation of a special assessment district, community facilities district or alternate financing mechanism (collectively, a "Special District") to pay for the construction or maintenance of those public improvements required by the Development Plan, including school facilities. Montecito will be reimbursed from the proceeds of any debt financing issued by a Special District to the extent that Montecito spends funds for the construction and/or maintenance and operation of public improvements. Tax rates or assessments of the Special District may not exceed San Bernardino's adopted policies regarding public financing districts. This Section 5.1 is not a commitment by San Bernardino to adopt a resolution of formation to form a Special District. Montecito acknowledges that the adoption and approval of a resolution of formation is a legislative act within San Bernardino's unencumbered discretion. Likewise, Montecito is not obligated to approve the formation of a Special District and Montecito reserves all of its legal rights in that regard. 6. REVIEW FOR COMPLIANCE. 6.1. Periodic Review. As required by San Bernardino Municipal Code Section 19.40.070, the Director will review this Agreement annually, on or before each anniversary of the Effective Date. The purpose of the review will be to ascertain Montecito's good faith compliance with the terms of this Agreement. Montecito will submit an annual monitoring report ("Annual Monitoring Report") in a form prepared and approved by the Director within thirty (30) days after the Director's written request. The Annual Monitoring Report must be accompanied by the then-current annual review and administration fee set by resolution of the Common Council. A. The Common Council may order a special review of Montecito's compliance with this Agreement at any time. The Director will conduct the special review. 6.2. Procedure. A. During either a periodic review or a special review, Montecito will be required to demonstrate good faith compliance with the terms of this Agreement. B. Upon completion of a periodic review or a special review, the Director will submit a report to the Common Council setting forth the evidence concerning Montecito's good faith compliance with this Agreement. 17 17 Spring Trails Development Agreement-014 M6&1-000--1001672.1 2013-34 C. If the Common Council finds on the basis of substantial evidence that Montecito has complied in good faith with this Agreement, then the review will be concluded. D. If the Common Council makes a preliminary finding on the basis of substantial evidence that Montecito has not complied in good faith with this Agreement, then the Common Council may modify or terminate this Agreement in accordance with Section 6.3 and Section 6.4. Prior to proceeding under Section 6.3 and Section 6.4, San Bernardino must provide Montecito with Notice and opportunity to cure as provided under Section 8.4. 6.3. Proceedings for Modification or Termination. If Montecito fails to cure, or to commence to cure, as applicable, the matters constituting the basis for the Common Council's preliminary finding under Section 6.2.D as required by Section 8.4, then San Bernardino may proceed to modify or terminate this Agreement following the procedures set forth in this Section 6.3 and in Section 6.4. San Bernardino must hold a noticed public hearing concerning the modification or termination and provide Montecito with Notice of the hearing. The Notice must include the following: A. The time and the place of hearing, which must be no less than thirty (30) days following the date of Notice; B. The specific action, whether amendment or termination, which San Bernardino proposes to take; and C. Such other information as is reasonably necessary to inform Montecito of the nature of the proceeding and the alleged facts supporting San Bernardino's preliminary finding under Section 6.2.D. 6.4. Hearing on Modification or Termination. At the time and place set for the public hearing on modification or termination, Montecito must be given an opportunity to be heard and present witnesses and evidence on its behalf. If, at the conclusion of the public hearing, the Common Council finds, based upon substantial evidence, that Montecito has not complied in good faith with this Agreement, then the Common Council may terminate or modify this Agreement and impose any conditions it determines as are reasonably necessary to protect San Bernardino's interests. The Common Council's decision will be administratively final and subject to judicial review under Code of Civil Procedure Section 1094.5. 6.5. Certificate of Agreement Compliance. If at the conclusion of a special or periodic review Montecito is found to be in compliance with this Agreement, then San Bernardino will issue a "Certificate of Agreement Compliance" ("Certificate") to Montecito stating that, after the most recent periodic or special review, this Agreement remains in effect and Montecito is not in default of this Agreement. The Certificate must be in recordable form, contain information necessary to communicate constructive record Notice of the finding of compliance, state whether the Certificate is issued after a periodic or special review, and state the anticipated date of the next periodic review. Montecito may record the Certificate with the San Bernardino County Recorder. 6.6. No Cross-Defaults. San Bernardino acknowledges that Montecito may Transfer all or portions of the Property to other Persons in accordance with Section 2.4. San Bernardino 18 18 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 further acknowledges that title to all or portions of the Property may become vested in Mortgagees or a Mortgagee's successor as a result of foreclosure, or the acceptance of a deed in lieu of foreclosure, by a Mortgagee. San Bernardino agrees that defaults under this Agreement by an owner of a portion of the Property will not be a default as to any other portion of the Property. In other words, a default by Montecito with respect to its obligations pertaining to that portion of the Property retained by Montecito following a Transfer will not constitute a default as to any Person other than Montecito or permit San Bernardino to exercise any remedy under this Agreement or otherwise with respect to any other portion of the Property other than that portion owned by Montecito. Similarly, a default by a Transferee with respect to its obligations pertaining to the portion of the Property owned by that Transferee will not constitute Montecito's default or permit San Bernardino to exercise any remedy under this Agreement or otherwise as to any portion of the Property other than the portion owned by the defaulting Transferee. San Bernardino agrees that, if more than one Person holds title to the Property, then the rights and obligations of the Persons holding title to the Property are the distinct and several obligations of each Person. 7. PREVAILING WAGES. 7.1. Public Works Determination. Montecito is aware of California Labor Code Section 1770, et seq., which requires the payment of prevailing wage rates and the performance of other obligations if it is determined that any of the works of construction required or permitted by this Agreement constitute public works paid for in whole or in part with public funds. It is Montecito's sole responsibility to determine whether the work required or permitted by this Agreement is subject to Labor Code Section 1770, et seq. 8. DEFAULT AND REMEDIES. 8.1. Remedies in General. The Parties acknowledge that neither Party would have entered into this Agreement if it were to be liable for monetary damages under this Agreement. In general, and subject to those procedural prerequisites required under the Development Agreement Law or this Agreement, each of the Parties may pursue any remedy at law or equity available for the breach of this Agreement, except that neither Party will be liable in monetary damages (other than attorneys fees under Section 12.22) to the other Party, or to any successor in interest of that Party, or to any other Person. Each Party covenants not to sue for monetary damages or claim any monetary damages related to any of the following: A. Any breach of this Agreement or for any cause of action that arises out of this Agreement; or B. Any taking, impairment or restriction of any right or interest arising under this Agreement; or C. Any dispute regarding the application or interpretation of this Agreement. 8.2. Specific Performance. The Parties acknowledge that specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement for the following reasons: 19 19 Spring Trails Development Agreement-014 1v160,1-000--1001672.I 2013-34 A. Money damages are unavailable against the Parties. B. Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once Montecito has begun to implement this Agreement. After such time, Montecito may be precluded from other options it may have had with regard to the Property. Moreover, Montecito has invested significant time and resources in the planning and processing of the Project. Montecito will be investing even more time and resources in implementing the Project in reliance upon this Agreement and it is not possible to determine the sum of money that would adequately compensate Montecito if San Bernardino were to breach its obligations. 8.3. Release. Except for the right to recover attorneys fees under Section 12.22, Montecito, for itself, its successors and assignees, releases San Bernardino, its officials, officers, agents and employees from any and all monetary claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, any claim or liability based upon Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance that seeks to impose any monetary liability whatsoever upon San Bernardino because it entered into this Agreement or because of the terms of this Agreement. 8.4. San Bernardino's Termination of Agreement or Exercise of Other Remedies Upon Montecito's Default. Subject to its strict compliance with Sections 6.3 and 6.4, San Bernardino may terminate or modify this Agreement upon Montecito's failure to perform any material duty or obligation under this Agreement. San Bernardino may terminate or modify this Agreement or exercise its other remedies only after providing written Notice of default to Montecito setting forth the nature of the default and the actions, if any, required to cure the default and only if Montecito has failed to take the actions and materially cure the default within sixty (60) days after its receipt of the Notice. If a default is of a type that cannot be cured within sixty(60) days but can be cured within a longer time, then Montecito must within sixty(60) days commence the actions necessary to cure the default and thereafter diligently proceed to materially cure the default. 8.5. Montecito's Termination of Agreement or Exercise of Other Remedies Upon San Bernardino's Default. Montecito may terminate this Agreement or exercise its other remedies upon San Bernardino's failure to perform any material duty or obligation under this Agreement. Montecito may terminate this Agreement or exercise its other remedies only after providing written Notice of default to San Bernardino setting forth the nature of the default and the actions, if any, required by San Bernardino to cure the default and only if San Bernardino has failed to take such actions and materially cure the default within sixty (60) days after its receipt of the Notice. If a default is of a type that cannot be cured within sixty (60) days but can be cured within a longer time, then San Bernardino must within sixty (60) days commence the actions necessary to cure the default and thereafter diligently proceed to materially cure the default. 9. THIRD PARTY LITIGATION. 9.1. Third Party Litigation Concerning Agreement. Montecito will indemnify and defend San Bernardino and its agents, officials, officers, independent contractors, subcontractors, 20 20 Spring Trails Development Agreement-014 M681-000--100167'_.1 2013-34 and employees against any claim, action or proceeding to attack, set aside, void, or annul the approval of this Agreement or of any Subsequent Development Approval. San Bernardino must promptly notify Montecito of any claim, action or proceeding which is subject to this Section 9.1 and San Bernardino must cooperate in the defense. San Bernardino may, in its discretion and at its sole cost, participate in the defense of any claim, action or proceeding. This Section 9.1 will survive the expiration or termination of this Agreement. 10. MORTGAGEES. 10.1. Mortgagee Protection. This Agreement does not prevent or limit Montecito, in its sole discretion, from encumbering the Property or any portion or any improvement thereon with any mortgage, deed of trust or other security device. San Bernardino acknowledges that a Mortgagee may require Agreement interpretations and modifications. San Bernardino will meet with Montecito and the Mortgagee's representatives to negotiate in good faith with regard to any requested interpretation or modification. San Bernardino may not unreasonably withhold its consent to any requested interpretation or modification if the interpretation or modification is consistent with this Agreement. All Mortgagees will be entitled to the following rights and privileges: A. Montecito's breach of this Agreement will not defeat, render invalid, diminish or impair the lien of any mortgage made in good faith and for value. B. Upon a Mortgagee's written request, San Bernardino will provide a copy of any Notice of default given to Montecito concurrently with the Notice to Montecito. The Mortgagee will have the right, but not the obligation, to cure the default within any remaining cure period allowed Montecito under this Agreement. C. Any Mortgagee who comes into possession of the Property or any portion of it pursuant to foreclosure of the Mortgagee's security instrument or its acceptance of a deed in lieu of foreclosure will take the Property or portion subject to this Agreement. Any other provision of this Agreement to the contrary notwithstanding, no Mortgagee will have any obligation to perform any of Montecito's obligations or to guarantee their performance. However, if any of Montecito's obligation are conditions precedent to San Bernardino's obligations, then Montecito's obligations will continue to be conditions precedent to San Bernardino's performance of its obligations. 11. REDEVELOPMENT AREA. San Bernardino warrants that the Property is not currently located within a San Bernardino redevelopment project area. San Bernardino further warrants that the Property and the Project are not obligated to provide affordable housing or otherwise fund the development of affordable housing under the Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) or under any other law. 21 21 Spring Trails Development Agreement-Ol4 M681-000--1001672.1 2013-34 12. MISCELLANEOUS PROVISIONS. 12.1. Recordation of Agreement. This Agreement and any amendment or cancellation of it will be recorded with the San Bernardino County Recorder by the City Clerk in accordance with Government Code Section 65868.5. 12.2. Entire Agreement. This Agreement contains the entire understanding and agreement of the Parties. There are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to in this Agreement. Parol evidence will not be admissible to interpret this Agreement. 12.3. Estoppel Certificates. Within ten (10) days following a Party's written request, and at not cost to the requesting Party, the other Party will certify in writing that, to its actual current knowledge: A. This Agreement is in full force and effect and is binding upon the certifying Party. B. This Agreement has not been amended or modified, except as expressly described in the estoppel certificate. C. The requesting Party is not in default of its obligations under this Agreement, and that there have been no events that with the passage of time, the giving of notice, or both, would constitute the requesting Party's default under this Agreement, except as expressly described in the estoppel certificate. 12.4. Severability. Every provision of this Agreement is a separate and independent covenant. If any provision is, or the application of the provision in certain circumstances is, to any extent, found to be invalid or unenforceable for any reason whatsoever, then the remainder of this Agreement, or the application of that provision to circumstances other than those to which it is invalid or unenforceable, will not be affected. The Parties will negotiate in good faith any amendments or operating memoranda necessary to cure any invalidity or unenforceability. 12.5. Interpretation and Governing Law. This Agreement and any dispute concerning it will be governed and interpreted in accordance with California's procedural and substantive laws, without regard to its conflicts of laws principles. This Agreement will be construed as a whole according to its fair language and common meaning. The rule of construction that ambiguities in a document are to be resolved against the drafting party may not be employed in interpreting this Agreement. Each Party acknowledges that it was represented by counsel in this Agreement's negotiation and preparation. 12.6. Section Headings. All section headings and subheadings are inserted for convenience only and do not affect this Agreement's construction or interpretation. 12.7. Singular and Plural. The singular of any word includes the plural. 12.8. "Including." Unless the context requires otherwise, the term "including" means "including,but not limited to." 22 22 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 12.9. Time of Essence. Time is of the essence as to the performance of any obligation as to which time is an element. 12.10. Calendar Periods. All references to "years", "quarters", "months" and "days" are references to calendar years, quarters, months and days. 12.11. Waiver. A Party's failure on any one or more occasions to insist upon strict compliance by the other Party, or a Party's failure on any one or more occasions to exercise its rights upon the other Party's default, is not a waiver of that Party's right to demand strict compliance by the other Party on any future occasion. 12.12. No Third Party Beneficiaries. This Agreement is entered into for the sole protection and benefit of the Parties and their successors and assigns. Except as provided in Section 10, no other person or entity has any right of action based upon this Agreement. 12.13. Municipal Code. All Municipal Code references are references to the Municipal Code as it exists on the Effective Date or at the time of inquiry, whichever is less restrictive or requires a lesser level of performance. 12.14. Permitted Delays. Neither Party will be in default of an obligation if that Party's inability to perform or delay in performing that obligation is caused by matters which are not within the performing Party's reasonable control, including: casualty; acts of God; civil commotion; war; insurrection; riots; strikes; walkouts; picketing or other labor disputes; market factors; unavoidable shortages of materials or supplies; damages to work in progress by reason of fire, flood, earthquake or other casualty; litigation which prohibits or delays any aspect of the Development; initiatives or referenda; moratoria; acts or the failure to act of any other government agency (except that San Bernardino's acts or its failure to act will not excuse its performance); unanticipated restrictions which are imposed or mandated by government or non-government agencies; and the enactment of conflicting State or Federal laws, regulations or judicial decisions. 12.15. Mutual Covenants. The covenants contained herein are mutual covenants and are conditions to the concurrent or subsequent performance by the benefitted Party. 12.16. Successors in Interest. The burdens of this Agreement are binding upon, and the benefits of this Agreement inure to, the Parties' permitted successors in interest. All provisions are enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act with regard to the Development of the Property: A. Is for the benefit of and is a burden upon all portions of the Property. B. Runs with the Property and all portions. C. Is binding upon each Party and its successors in interest during the term of that Party's or its successors' ownership of the Property or any portion. 23 23 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 12.17. Counterparts. This Agreement will be executed in three (3) counterparts, which will be construed together and have the same effect as if the Parties had executed the same instrument. 12.18. Jurisdiction and Venue. All legal actions and proceedings to enforce or interpret this Agreement must be filed and tried in San Bernardino Superior Court or other legally appropriate court and venue. 12.19. Project as a Private Undertaking. The Project is a private development and neither Party is acting as the agent of the other in any respect. Each Party is an independent contracting entity with respect to this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between San Bernardino and Montecito is that of a government entity regulating the development of private property by a private party. 12.20. Further Actions and Instruments. Each Party must cooperate with the other and provide reasonable assistance to the other in the performance of the other Party's obligations. Upon a Party's request, the other Party must promptly execute (with notary acknowledgment if required) those instruments, and take any reasonable actions, necessary to evidence or consummate the transactions expressly described, or which are a logical extension of the transactions described, in this Agreement. 12.21. Eminent Domain. No provision of this Agreement expands, limits or restricts San Bernardino's exercise of its eminent domain powers. 12.22. Attorneys' Fees. If either Party files any action or brings any action or proceeding against the other pertaining to the interpretation or enforcement of this Agreement, then the prevailing Party will recover as an element of its costs of suit and not as damages its costs of suit, expert fees, consultant costs, and reasonable attorneys' fees as fixed by the Court. "Reasonable attorneys' fees" include the fully burdened salaries and expenses of the lawyers employed in the San Bernardino City Attorney's office. 12.23. Authority to Execute. Each natural person executing this Agreement on behalf of a Party represents that he or she has the authority to execute this Agreement on behalf of that Party and that he or she has the authority to bind that Party to this Agreement. [Signature pages follow] 24 24 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 SIGNATURE PAGE TO SPRING TRAILS DEVELOPMENT AGREEMENT "SAN BERNARDINO" The City of San Bernardino, a California charter law city and municipal corporation ATTEST: By: , \1I■_c*`M4-'" Patric J. Mo s, Mayor , "" X/7) Georgea ! anna, Cit Clerk APPROVED AS TO FORM: James F. Penman, City Attorney By: 14, STATE OF CALIFORNIA COUNTY OF j-/ '/ ?4',d z o On ,I` /- ll.,/ , 2044 before Lme, Ka/erie, /� 4,:i cc� , Notary Public, sonally appeared , 4-i</(' T "t/-/�S �/ , proved to me on the basis of satisfactory evidence)to be the person($whose name( is/ e subscribed to the within instrument and acknowledged to me that he/slertle5r executed the same in his/1(tly®iz'authorized capacity(i(; and that by his/lertthpir signature*on the instrument the personor entity upon behalf of which the personys3'acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. VALERIE R. MONTOYA ///j Commission; 1985357 ..._ ..../e..4./ 1 ,::,�.3. Notary Public-California � San Bernardino County Signature of Notary Public "� M Comm.Ex ices Au 2,2016 25 25 Spring Trails Development Agreement-014 M681-000--100167'_.1 2013-34 SIGNATURE PAGE TO SPRING TRAILS DEVELOPMENT AGREEMENT "MONTECITO" Montecito Equities, Ltd., a California limited partnership By: \ � Name: Y��b z--(/Title: Manager / STATE OF CALIFORNIA COUNTY OF Ch i/1 On ( ( 2-0( �, 2944, before me V l� A- t--1 Notary Pub ic, personally appeared ct 1� L V1 J , proved to me on the basis of satisfactory evidence)be the pers (a)1iose nameesris/arcrubscribed to the within instrument and acknowledged to me that he e/ y executed the same in histheir authorized capacity(ie$r nd that by hi er heir signature( on the instrument the persoftfst or entity upon behalf of which the person( cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. n •r.. =i927807z,. Notary Public-California . . • . . L. z `•,t- Orange County Ir. r 2015•atU . -.� My Comm.Expires 5_ 26 26 Spring Trails Development Agreement-014 M681-000--1001672.1 2013-34 EXHIBIT A TO SPRING TRAILS DEVELOPMENT AGREEMENT Legal Description of Property DIVISION I: PARCEL A: PARCEL 4 OF PARCEL MAP NO. 3809, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 44 OF PARCEL MAPS, PAGE 20, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL B: PARCEL 4 OF PARCEL MAP NO. 3810, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 34 OF PARCEL MAPS,PAGE 92, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL C: A NON-EXCLUSIVE EASEMENT FOR PRIVATE ROAD PURPOSES OVER AND ACROSS A STRIP OF LAND, 60 FEET IN WIDTH, SHOWN AS MARTIN RANCH ROAD ON PARCEL MAP NO. 3540 IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 31 OF PARCEL MAPS, PAGE 84, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SAID EASEMENT IS APPURTENANT TO PARCELS A AND B ABOVE. DIVISION II: PARCEL 1: THE EAST ONE-HALF OF THE SOUTHWEST ONE-QUARTER OF THE NORTHEAST ONE- QUARTER, AND THE EAST ONE-HALF OF THE NORTHWEST ONE-QUARTER OF THE SOUTHWEST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER, AND THE SOUTH ONE- HALF OF THE SOUTHEAST ONE-QUARTER OF THE NORTHWEST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SECTION 26, TOWNSHIP 2 NORTH, RANGE 5 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY OF SAID LAND APPROVED JUNE 24, 1898, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: LOTS 1 AND 2, THE NORTHEAST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER AND THE SOUTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SECTION 26, Exhibit A Spring Trails Development Agreement-014 N10,1-000--10(11672 J 2013-34 TOWNSHIP 2 NORTH, RANGE 5 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY OF SAID LAND APPROVED JUNE 24, 1898, N THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 3: ALL THAT PORTION THE TOWN OR IRVINGTON AND THE LANDS OF IRVINGTON LAND AND WATER COMPANY, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF RECORDED IN BOOK 3 OF MAPS, PAGE 9, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF LOT 79 AS SHOWN ON SAID MAP WHICH POINT IS ALSO THE MOST WESTERLY CORNER OF LOT 19 OF MEYERS AND BARCLAY SUBDIVISION OF A PORTION OF THE MUSCUPIABE RANCHO, ACCORDING TO MAP THEREOF,RECORDED IN BOOK 2 OF MAPS,PAGE 32,RECORDS OF SAN BERNARDINO COUNTY; THENCE NORTH 40° 50' EAST ALONG THE NORTHWESTERLY LINE OF SAID LOT 19 WHICH IS ALSO THE NORTHWESTERLY BOUNDARY OF LOT 79 AS DELINEATED ON THE AFORESAID MAP RECORDED IN BOOK 3 OF MAPS, PAGE 9, TO THE NORTHERLY BOUNDARY OF THE MUSCUPIABE RANCHO, AS SHOWN ON MAP OF SURVEY MADE BY GEORGE H. PERRIN, APPROVED BY THE UNITED STATES SURVEYOR GENERAL FOR CALIFORNIA ON JUNE 24, 1898; THENCE SOUTHEASTERLY ALONG THE BOUNDARY OF THE MUSCUPIABE RANCHO AS ESTABLISHED BY SAID SURVEY MAP TO AN ANGLE POINT IN SAID BOUNDARY LINE; THENCE CONTINUING ALONG SUCH BOUNDARY OF SAID RANCHO MUSCUPIABE IN A SOUTHERLY DIRECTION TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 79; THENCE FOLLOWING THE BOUNDARY OF SAID LOT 79 IN A NORTHWESTERLY DIRECTION TO AN ANGLE POINT; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID LOT 79 TO AN ANGLE POINT, WHICH IS ALSO A POINT ON THE SOUTHWESTERLY LINE OF LOT 19 OF THE AFORESAID MEYERS AND BARCLAY SUBDIVISION OF A PORTION OF THE MUSCUPIABE RANCHO; THENCE NORTHWESTERLY TO THE POINT OF BEGINNING. PARCEL 4: LOT"A" AS SHOWN ON THE PLAT OF A RESUBDIVISION OF A PORTION OF MEYER AND BARCLAY TRACT,IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,AS PER PLAT RECORDED IN BOOK 12 OF MAPS,PAGE 18,RECORDS OF SAID COUNTY. EXCEPTING THEREFROM 5 ACRES IN THE SOUTHEAST CORNER OF SAID LOT, AS CONVEYED TO ROBERT B. MEYER BY DEED RECORDED IN BOOK 173, PAGE 156 OF DEEDS,RECORDS OF SAID COUNTY. Exhibit A Spring Trails Development Agreement-014 91681-0011--1001672 I 2013-34 PARCEL 5: LOT "C" AS SHOWN ON THE PLAT OF A RESUBDIVISION OF A PORTION OF MEYER AND BARCLAY TRACT,IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,AS PER PLAT RECORDED IN BOOK 13 OF MAPS,PAGE 32,RECORDS OF SAID COUNTY. Exhibit A Spring Trails Development Agreement-014 MOST-000--1001072I 2013-34 EXHIBIT B TO SPRING TRAILS DEVELOPMENT AGREEMENT Site Plan Exhibit B Spring Trails Development Agreement-013 M081-000-- 0016721 2013-34 --1 r SEE UFO 1. ',`,. -."..n'-'4.::■'fi% '''.7.. '..\. \i's"......%...,,,...tZ.,,,,,.....,,-,',,,i,.."-,'-i• ...-,...::=_.....,Z.-77',.;,,,,"."■'.5.,) jii %)V.......14‘ ' ?•‘:+'■11.t ;■:91.-''':k.li.7." ,..-,. .* ■11--. .'=---',!-. 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"12111i T .. — :g....",==■.: - I L-----' Exhibit B Spring Trails Development Agreement-014 \1W:1-000--I 00I 572 I A COMPLETE COPY OF THIS EXHIBIT IS ON FILE WITH THE CLERK OF THE CITY OF SAN BERNARDINO 2013-34 EXHIBIT C TO SPRING TRAILS DEVELOPMENT AGREEMENT Partial Listing of Existing Land Use Regulations • City of San Bernardino General Plan. o Verdemont Heights Area Plan. • Spring Trails Specific Plan. o San Bernardino Foothill Fire Zone development standards. o Land use and zoning categories, including residential uses and other uses such as parks, open space — natural, open space — homeowner maintained, utility and roads. o Permitted uses, including residential uses, recreational uses, accessory uses and temporary uses. o General and specific development standards. • To the extent not addressed in the Spring Trails Specific Plan, the City of San Bernardino Municipal Code. Exhibit C Spring Trails Development Agreement-014 hlo 1-000--1001672) 2013-34 EXHIBIT D TO SPRING TRAILS DEVELOPMENT AGREEMENT Estimate of Sewer Line Construction Costs Estimated sewer line construction cost(including $1,300,000 related facilities) Exhibit D Spring Trails Development Agreement-014 &1681-000—10016721 EXHIBIT E TO SPRING TRAILS DEVELOPMENT AGREEMENT Depiction of Sewer Benefited Properties A COMPLETE COPY OF THIS EXHIBIT IS ON FILE WITH THE CLERK OF THE CITY OF SAN BERNARDINO 2013-34 EXHIBIT E TO SPRING TRAILS DEVELOPMENT AGREEMENT Depiction of Sewer Benefited Properties Sewer Benefit Area s'. L._._., . / i r �- � I i 215 ` . ti ?s_ ... ii:, . ,, , A ':;-:,,r, t PRi �G 6, , 'r . \aN AN!" 4111 Exhibit E Spring Trails Development Agreement-014 MOO 1-000--1001672_1 EXHIBIT F TO SPRING TRAILS DEVELOPMENT AGREEMENT Depiction of Park Benefited Properties A COMPLETE COPY OF THIS EXHIBIT IS ON FILE WITH THE CLERK OF THE CITY OF SAN BERNARDINO 2013-34 EXHIBIT F TO SPRING TRAILS DEVELOPMENT AGREEMENT Depiction of Park Benefited Properties Park Benefit Area ' - ';A v4..-• n.--t: 1.J . .1 r - 5 .., 1 . .. ',,, #' .., V • I • ..:*-'0 I / I 1 (. ',„ ...is....! . ,. 1 ..7• l \ D66444:010 41 \ \, ■ \t \ I SPRING " P , I I • \, \ \ I I ,...,i oiallafi a Exhibit F Spring Trails Development Agreement-014 M681-000--1001672.1 , . . .