HomeMy WebLinkAboutAttachment 3 - Restated & Amend Dev Agreement 1997f
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Attachment 3
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12-MAY-1997 �7 r •:
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RESTATED AND AMENDED PRE — ANNEXATION DEVELOPMENT AGREEMENT
WITH OTAY RANCH, L.P.
RECEIVED
MAR 2 2 1998
LFH &S /CKB
Recording requested by:
City of Chula Vista
After
recordation, return to:
City Clurl:'s 0lrtce
City of Chula Vista
P. O. Box 1087
Chula Vista, CA 91912
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Attachment 3
�Fjc # 199'/-("#!y_
12-MAY-1997 �7 r •:
J== .C1.�'sl r.vCiF'Ey
SA!4 DIEGJ C 0 J F Y R E C R 0 E P 5 L FT, "C
6f;E r'1vq
r ,
7hfr space for Recorder's use oafy
RESTATED AND AMENDED PRE — ANNEXATION DEVELOPMENT AGREEMENT
WITH OTAY RANCH, L.P.
RECEIVED
MAR 2 2 1998
LFH &S /CKB
RESTATED AND AMENDED PRE- ANNEXATION DEVELOPMENT AGREEMENT
THIS RESTATED AND AMENDED PRE - ANNEXATION DEVELOPMENT AGREEMENT
( "Agreement ") is made effective on-the date hereinafter set forth
below by and between THE OTAY RANCH, L.P., a California limited
partnership, ( "Developer ") and THE CITY OF CHULA VISTA, a• municipal
corporation, who agree as follows:
1. RECITALS. This Agreement is made with respect -to the
following facts:
1.0 Previous Agreement. The City-and Developer entered
into a Pre - Annexation Development Agreement, dated June 25, 1996,
by Ordinance No. .2679. This Agreement expired as of January 1,
1997, because the annexation proceeding was not completed by that
date. The parties now wish to reinstate this Agreement.
1.1 owner. The owners of the properties subject to this
Agreement (hereinafter collectively referred -to as "Owner" or as
"Developer ") are as follows:
1.1.1 Otay Ranch, L.P. is the owner of approxi-
mately 3,545 acres of undeveloped real property in the
unincorporated area of the County of San Diego ( "County "),
described in Exhibits "A" and "F ", attached hereto and
incorporated herein by this reference.
1.2 City. The City of Chula Vista is a municipal
corporation and an incorporated city within the County.
1.3 Code Authorization and Acknowledcrments.
1.3.1 City. is authorized pursuant tto California
Government Code sections 65864 through 65869.5 to enter into
development agreements- for the purpose of establishing
certainty for both City and owners of real property in the
development process.
1.3.2 Government Code section 65865 expressly
authorizes a city to enter into a development agreement with
any person having a legal or equitable interest in real
property in unincorporated territory within that city's sphere
of influence for the development of property as provided in
the Development Agreement Law; provided that the agreement
shall not become operative unless annexation proceedings
annexing the property to the city are completed within the
time specified by the agreement.
1.3.3 City enters into this Agreement pursuant
to the provisions of the California Government Code, its home -
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rule powers, owers and applicable City ordinances, rules, regula-
tions and policies.
1.3.4 City and Owner acknowledge: City and
Owner acknowledge this Agreement will provide:
1.3.4.1 Certainty in the planning process so
that the property can be developed efficiently. This
will avoid unnecessary waste of resources and increases
in housing and other development costs. The Agreement
will allow comprehensive planning of a large property so
as to make maximum efficient utilization of resources at
the least economic cost to the public;
1.3.4.2 To provide and assure to the City the
participation of Developer in the accelerated, coordinat-
ed and more economic construction, funding and dedication
to the public of certain needed public facilities and
benefits, and to provide for anticipated levels of
service to residents and populations of the property, the
City, and adjacent areas;
1.3.4.6 To provide the City the opportunity
to secure immediate annexation of the lands depicted in
Attachment "C" and secure a related tax revenue sharing
agreement with the County of San Diego. to assure that
development of the properties will generate sufficient
tax revenues to offset-the costs of providing services to
the properties;
1.3.4.7 To enable the City to secure title to
the land with the boundaries of the property-necessary to
complete the Chula Vista greenbelt system as defined in
the Chula Vista General Plan;
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1.3.4.3 To provide and assure that the City
receive sales tax revenues, increase in the property tax
base, residential housing and other development, sewer,
water and street facilities;
1.3.4.4 To provide and assure that the City
receives public facilities in excess of project generated
impacts• and such facilities shall 'be of supplemental
size, number capacity or length, which shall be provide
earlier than could be provided either by funds from the
City or than would strictly be necessary to mitigate
project related impacts at any development phase;
1.3.4.5 ' To -provide Developer assurances
regarding the entitlements and regulations that will be
applicable to the development of the property consistent
with the Chula Vista General Plan and the Otay Ranch
General Development Plan /Subregional Plan;
1.3.4.6 To provide the City the opportunity
to secure immediate annexation of the lands depicted in
Attachment "C" and secure a related tax revenue sharing
agreement with the County of San Diego. to assure that
development of the properties will generate sufficient
tax revenues to offset-the costs of providing services to
the properties;
1.3.4.7 To enable the City to secure title to
the land with the boundaries of the property-necessary to
complete the Chula Vista greenbelt system as defined in
the Chula Vista General Plan;
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1.3.4.8 To enable the City to advance its
stated goal to identify and secure a site for a potential
four year university;
1.3.4.9 To assure the City that the Developer
will dedicate right -of -way for SR -125, a route which when
constructed will substantially alleviate congestion on I-
805 and I -5, and also will facilitate the economic
development of Chula Vista; and
1.3.4.10 To enable the City to prepare and
adopt a Habitat Conservation Plan consistent with the
requirements of the Natural Communities Conservation Act,
includiDg the phased conveyance of open space land to the
Otay Ranch Preserve.
1.4 The Annexation. On July 1, 1996, the Local Agency
Formation Commission ( "LAFCO ") approved annexation of Sphere of
Influence Planning Area 1 "The Otay Parcel ", Planning Area 2
"Inverted L" and the Mary Patrick Estate Parcel (see Attachment
"C ") .
1.5 sphere of Influence. On February 5, 1996 and July
1, 1996 the Local Agency Formation Commission approved the
inclusion of Planning Area 1, "The Otay Parcel ", into the City
Sphere of Influence (Sphere of Influence Planning Area 1 "The Otay
Parcel ", Planning Area 2 "Inverted L" and the Mary Patrick Estate
Parcel - see Attachment "C ").
1.6 Planning Documents. On October 28, 1993, City_and
County adopted the Otay Ranch General- Development Plan /Subregional
Plan ( "the GDP ") which includes the Otay Ranch Village Phasing
Plan, Facility Implementation Plan, Resource Management Plan and
Service Revenue Plan, for approxima ely 23,000 acres of the Otay
Ranch, including the Otay valley Parcel and the SNMB, Jewels and
Foundation Properties. The.City amended the GDP _on June 4, 1996.
1.6.1 SPA One Plan. On June 4, 1996, the. Chula
Vista City Council approved the Otay Ranch Sectional Planning
Area (SPA) One Plan including the Planned Community District
Regulations, Overall Design Plan, Village Design Plan, Public
Facilities Plan, Parks, Recreation, Open Space and Trails
Plan, Regional Facilities Report, Ph se 2 Resource Management
Plan, Non - renewable Energy Consery ion an, anc -wi e'
Affordable Housing Plan, SPA One Affordable Housing Plan, and
Geotechnical Report..
1.7 Owner Consent. .city desires to have the cooperation
and consent of Owner to include the Property in the Annexation in
order to better plan, finance, construct and maintain-the infra-
structure for the Otay Valley Parcel; and the Otay Ranch L.P., a
California limited partnership, desire to give their cooperation
and consent, provided that they obtain certa' es, as set
forth in this Agreement.
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1.8 City Ordinance. / ,/9 th' 31, A ?� / _.s the date of
adoption by the City Council of 'Ordinance No. Ak approving this
Agreement. The ordinance shall take effect and be in full force on
the effective date of Annexation.
2. Definitions. In this Agreement, .unless the context
otherwise requires:
2.1 "Annexation" means the proposed annexation of that
portion of the Otay Ranch into the City as depicted on Exhibit "D ".
2.2 "City" means the City of Chula Vista, in the County
of San Diego, State of California.
2.3 "County" means the County of San Diego, State of
California.
2.4 "Development Plan" means the GDP.
2.5 "GDP" means -the General Development Plan /Subregional
Plan for the Otay Ranch, described in Paragraph 1.6, above.
2.6 "Owner" or "Developer" means the person, persons, or
entity having a legal and equitable interest in. the Property, or
parts thereof, and includes Owner's successors -in- interest.
2.7 "Project" means the physical development of the
private and public improvements, on -the Property as provided for in
the Existing Project Approvals and as -may be authorized by the City
�I in-Future Discretionary-Approvals. -
2.8 'Property" .means the real property described in
Paragraphs 1.1.1 and 1.1.3.
2.9 The "Term" of this Agreement means the period
defined in Paragraph 3,'below.
2.10 "Builder" means developer to whom Developer has sold
or conveyed property within the Property for purposes of its
improvement for residential,• commercial, industrial or other use.
2.11 "CEQA" means the'California Environmental Quality
Act, California Public Resources Code section 21000, et seq.
2.12 "City Council" means the City of Chula Vista City
Council.
2.13 "Commit" or "Committed "•means all of the following
requirements have been met with respect to any public facility:
2. 13.1 For a public facility within the City's
jurisdictional. boundaries and a responsibility of the develop -
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2.13.1.1 All discretionary permits required of
the Developer have been obtained for construction of the
public facility;
2.13.1.2 Plans for the construction of the
public facility have all the necessary governmental
approvals; and-
2.13.3 For public facility not within City's
jurisdictional boundaries:
2.13.3.1 Developer's proportionate share of
the cost of such public facility as defined in the
existing Project Approvals and. Future Discretionary
Approvals has.been provided for or otherwise assured by
Developer to the reasonable satisfaction of the Director
of Public Works.
2.14 "Development Impact Fee (DIF)" means fees imposed
upon new development pursuant to the City of Chula Vista
Development. Impact Fee Program, for example, including but not
limited to the Transportation Development Impact Fee Program, the
Interim SR -125 Development Impact Fee Program, the.Salt Creek Sewer
DIF and the Public Facilities DIF.
2.13.1.3 Adequate funds (i.e., letters -of
credit, cash deposits, performance bonds or land secured
affec ing a Prolec w ich have
public financing, including facility benefit assessments,
Mello -Roos assessment districts of similar assessment
the effective date
mechanism) 'are available such that the City can construct
consisting
the public facility- if construction has not commenced
Chula Vista General
within thirty (30) days of issuance of a notice to
Plan, the
proceed by the Director of Public Works, or construction
is not progressing towards completion in a reasonable
18288, the SPA One Plan and the
manner as reasonably deemed by the Director of Public
Works.
2.13.2 For a public facility within the City's
jurisdictional boundaries, but to be provided by other than
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Developer.
2.13.2.1 Developer's proportionate share of
the cost of such public facility as. defined in the
existing Project Approvals -arid Future Discretionary
Approvals has been provided or assured by_Developer
through the payment or impositions of development impact
fee or other-similar exaction mechanism.
2.13.3 For public facility not within City's
jurisdictional boundaries:
2.13.3.1 Developer's proportionate share of
the cost of such public facility as defined in the
existing Project Approvals and. Future Discretionary
Approvals has.been provided for or otherwise assured by
Developer to the reasonable satisfaction of the Director
of Public Works.
2.14 "Development Impact Fee (DIF)" means fees imposed
upon new development pursuant to the City of Chula Vista
Development. Impact Fee Program, for example, including but not
limited to the Transportation Development Impact Fee Program, the
Interim SR -125 Development Impact Fee Program, the.Salt Creek Sewer
DIF and the Public Facilities DIF.
2.15 "Existing Project Approvals" means all discretionary
approvals
affec ing a Prolec w ich have
been approved or
established in conjunction with, or preceding,
the effective date
consisting
of, but not limited to the GDP, the
Chula Vista General
Plan, the
Otay Ranch Reserve Fund Program adopted pursuant to
.Resolution
18288, the SPA One Plan and the
Phase II Resource
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as may Management Plan (RMP), Y be amended from time to time
consistent wi �is agreeme s an
2.16 Final Maps) " mean y final subdivision map for
all or any portion of the Property other than the Superblock Final
Map ( "A" Maps).
2.17 "Future Discretionary Approvals" means all permits
-and approvals by the City granted after the effective date and
excluding existing Project Approvals, including, but not limited
to: (i) grading permits; (ii) site plan reviews; (iii) design
guidelines and reviews; (iv) precise plan reviews; (v) subdivisions
of the Property or re- subdivisions of the Property previously
subdivided pursuant to the Subdivision Map Act; (vi) conditional
use permits; (vii) variances; (viii) encroachment permits;
(ix) Sectional Planning Area plans; (x) all other reviews, permits,
and approvals of any type which may be required from time to time
to authorize public or private -on- or off -site, facilities which are
a part of the Project.
2.18 "Planning Commission" means the Planning Commission
of the City of Chula Vista.
2.19 "Preserve Conveyance Plan" means a plan that sets
forth policies and identifies land to be transferred and /or fees to
be paid to insure the orderly conveyance of the Otay Ranch land to
the Preserve Owner Manager. * The purpose-of the plan is to fulfill
the obligations to cone resource sensitive land, per the criteria
contained in the phase I and II. Resource Management Plans and to
mitigate environmental impacts of the otay Ranch Project:
2.20 "Public Facility" or "Public Facilities" means those
public: facilities described in. the Otay Ranch Facility
Implementation Plan. -
2.20.1 "SPA One. Plan" means The Otay Ranch
Sectional Planning Area (SPA) One Plan approved by the City of
Chula Vista on June 4,.'1996, including the Planned Community
District Regulations, Overall Design Plan,_ Village Design
Plan, Public- Facilities Finance Plan, Parks, Recreation, Open
Space and Trails Plan, Regional Facilities Report, Phase 2_
Resource Management Plan, Non - renewable Energy Conservation
Plan, Ranch-wide Afford able Housing.Plan, SPA One Affordable
Housing Plan, and Geotechnical Report.
2.21 "Subdivision Map Act" means the California
Subdivision Map Act, Government Code section 66410, et-seq.; and
its amendments as may from time to time be-adopted.
2.22 "Substantial Compliance" means that the. party
charged with the performance of a covenant herein has sufficiently
followed the terms of this.Agreement so as to carry out the intent
of the parties in entering into this Agreement.
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2.23 "Threshold" means the facility thresholds set forth
in the City's Municipal Code Section 19.19.040.
3. Term. This Agreement shall become effective as a
- development agreement upon the effective date of the Annexation
(the "Effective Date "); provided, however, that if the Annexation
does not occur on or before July 1, 1997, this Agreement shall
become null and void unless the annexation proceedings have been
extended by LAFCO. If the annexation proceedings have been
extended, this Agreement shall become effective upon the effective
date of such Annexation; provided, however, if the annexation does
not occur by the end of such extension(s), this Agreement shall
become null and void. Any of the foregoing to the contrary
notwithstanding, from the date of first reading of the ordinance
approving this Agreement, and unless or until this •Agreement
becomes null and void, Owner shall be bound by the terms of
Paragraph 4. The Term.of this Agreement for purposes other than
Paragraph 4 shall begin upon the Effective Date, and shall continue
for a period of twenty (20) years ( "the Term ").
The term shall also be extended for any period of time during which
issuance of building permits to Developer is suspended for any
reason other than the default of Developer, and for a period of
time equal to the period of time during which any action by the
City or court action limits the processing of future discretionary
approvals, issuance of building permits or any other development of
the property consistent with this Agreement.
4. Owner Consent to Annexation. Owner hereby consents to
and shall cooperate with the applications of City to declare that
the land depicted in Exhibit "C "'is within City's sphere of
influence and to annex the land depicted in Exhibit "C" to the.
City; provided, however, that Owner may withdraw such consent and
withhold further cooperation if the City, prior-. to the Effective
Date, adopts rules, regulations, ordinances, policies, conditions,
environmental regulations, phasing controls, exactions, entitle-
ments, assessments or fees applicable to and governing development
of the Property which are inconsistent with, or render impractical
development of the Property according to,.the Development Plan.
5. Vested Rights. Notwithstanding any future action or
inaction of the City during" the term of this Agreement, whether
such action is by ordinance, resolution or policy of the City,
Owner and Developer shall have a vested right, provided however the
developer is• not in default of its obligations under this Agree-
ment, and except As may wi
be otherse provided in this Section 5, to
construct the Project -in accordance with:
5.1. Existing Project Approvals.
5.2 Development of Property. The development of the
N Property will be governed -by this Agreement and Existing Project
Approvals and such development shall comply and be governe y a 1
regulations, policies, resolutions, ordinances, and
standards in effect as of the Effective Date subject to the
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provisions of Section 5.2.1 below. The ,City shall retain its
discretionary authority as to Future Discretionary Approvals,
rovided however, such Future Discretionary Approvals shall be
regu a ed by the Existing Pro7ec Approvals, this greemen , an
City rules, regulations, standards, ordinances, resolutions and
policies in effect on the Effective Date of this Agreement and
subject to Section 5.2.1.
Notwithstanding the foregoing, the City may make such changes to
rthe City's Growth Management ordinance applicable to the Project as
are reasonable and consistent with the purpose and intent of the
existing Growth Management ordinance and which are generally
applicable to all private projects citywide or east of I -805 or
within a specific benefit, fee or reimbursement district created
pursuant to the California Government-Code.
5.2.1 New or Amended Rules, Regulations,
Policies.,, Standards Ordinances and Resolutions. The City may
apply to the Project, including Future Discretionary Approv-
als, new or amended rules, laws, regulations, policies,
ordinances, resolutions and standards generally applicable to
all private projects east of I -805 or within a specific
benefit fee or reimbursement district created pursuant to the
California Government Code.. The application of such new
rules, or amended laws, regulations, resolutions, policies,
ordinances and standards will-not unreasonably prevent or
unreasonably delay development of -the Property to the uses,
densities or intensities of development specified herein or as
authorized.by the Existing Project Approvals. The City may
also apply changes in City laws, regulations, ordinances,
standards or policies specifically"mandated by changes in
state or federal law in compliance with Section 13.3 herein.
5,2,2 Developer-may elect with city's-consent,
to have applied to the project any- rules, regulations,
policies, ordinances or standards enacted after the date-of
this Agreement. Such an election has to be*made in a manner
consistent-.with Section 5.2 of this Agreement.
�I 5.2.3 Modifications to Existing ProjectApprov-
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als. It is contemplated by the parties to. this. Agreement that
the City and Developer may mutually seek and agree to modifi=
cations to the Existing Project Approvals. Such modifications
are contemplated as within the scope of this Agreement, and
shall, upon written acceptance by all parties, constitute for
all purposes an Existing Project Approval. The parties agree
that any such modifications may not constitute an amendment to
this Agreement nor require an amendment to the Agreement:
5.2.4 Future Discretionary Approvals. it is
contemplated by the.parties to this Agreement that the City
and Developer may agree to Future Discretionary Approvals. The
parties agree that any such Future Approvals may not consti-
tute an amendment to this Agreement nor require an amendment
�j to the Agreement. 'Developer agrees to reasonably cooperate
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with any amendments to Existing and Future Discretionary
Approvals as may be requested by the City from time to time.
5.3 Dedication and Reservation of Land for Public
Purposes. Except as expressly required by this Agreement or the
Existing Project Approvals and Future Discretionary Approvals
(excepting dedications required within the boundaries of any parcel
created by the subsequent subdivision of the Property as required
by the Subdivision Map Act), no dedication or reservation of real
property within or outside the Property shall be required by City
or Developer in conjunction with the Project. Any dedications and
reservations of land imposed shall be in accordance with Section
7.2 and Section 7.8 herein.
5.4 Time for Construction and Completion of Project.
Because the California Supreme court held in Pardee Construction
Company v. City of Camarillo (1984) 27 Cal. 3d 465, that the failure
of the parties to provide for the timing of development resulted in
a later- adopted initiative restricting the timing of development to
prevail over such parties' Agreement, it is the intention of the
parties to this Agreement to cure that deficiency by specifically
acknowledging that tim mpletely
and exclusively governed by the Existing P o' ct• Approvals,
including the Chula Vista Growth Management Ordinance. The purpose
of the Chula Vista Growth Management Ordinance is to "control the
timing and location of development by tying the pace of development
to the provision of public facilities and improvements to conform
to the City's threshold standards." (Municipal Code •Section
19.09.010A.7) The findings- in support of the Growth *Management
Ordinance conclude that.the ordinance "does not affect the number
of houses which may be built. ". (Municipal code' Section
19.09.010B.3) Therefore, the parties acknowledge that the Chula
V' rowth Management Ordinance completely occupies . the to is of
development timing and Phasincr an_ expressly precludes the adoption
�nousing caps., urban- reserves or any other means by which the
rate o eve opmen may. be controlled • or regulated— Tl'fie -City
agrees a e• eve oper sha a en itled o, apply for and
receive.all permits necessary for the development of property,
consistent -with the Growth Management•Ordinance, Existing Project
Approvals, Future Discretionary Approvals and this Agreement.
5:5 Benefit of Vesting. Nothing in this Agreement will
be construed as limiting or impairing Developer's vested right, if
any, to proceed with the development and use of the Property
pursuant to the Federal and State Constitutions,. and pursuant to
statutory and decisional law.
5.6 Vesting of Entitlements. All rights conferred by
this Agreement vest with the Effective Date hereof. The approval
of Future Discretionary approvals shall not be deemed to limit
Developer's rights authorized by this Agreement, and once such
approvals are obtained they shall be vested to the same extent as
the Existing Project Approvals.
6. DEVELOPMENT PROGRAM.
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6.1 Processing of Future Discretionary Approvals. City
will accept and diligently process development applications and
requests for Future Discretionary Approvals, or other entitlements
with respect to the development and use of the Property, provided
said applications and requests are in accordance with this
Agreement. City costs for processing work related to the Project,
including hiring of additional City personnel and /or the retaining
of professional consultants, will be reimbursed to City by
•Developer.
6.2 Length of Validity of Tentative Subdivision Maps.
Government Code Section 66452.6 provides that tentative subdivision
map(s) may remain valid for a length up to the term of a Develop-
ment Agreement. The City agrees that tentative subdivision maps
for the Property shall be for a term of six (6) years and may be
extended by the City Council for a period of time not to exceed a
total of twenty (20) years and in no event beyond the term of this
Agreement.
6.3 Pre -Final Map Development. If Developer desires to
do certain work on the Property after approval of a tentative map
(for example, grading) prior to the recordation of a final map, it
may. do so by obtaining a grading and /or other required approvals
from the City which are authorized by the City prior to recordation
of a final map. The-permit may be approved or denied by the City
in accordance with the City's Municipal Code, regulations and
policies and provided Developer is in compliance with this
Agreement and with the terms of all -Existing and Future Discretion-
ary Approvals. In addition, the Developer shall be-required to
'7 post a bond or other reasonably adequate security - required by City
in an amount determined-by the City to assure the rehabilitation of
the land if,the*applicable•'final map does not record.
6-:4 Final Maps.
6.4.1 "A" Maps and "B" Maps. Developer shall
process a master subdivision or parcel map ("A" Map) for each
Village showing "Super Block" lots and backbone street
dedications. "Super Block" lots shall be consistent with the
GDP and subsequent Sectional Plan Area plans,. and shall not
subdivide land into individual single - family lots. All "Super
Blocks" created shall have access to dedicated public streets.
The City shall not require improvement. plans in order to
record a final map for any "A" Map lots. - Following the
approval by City of any final map for an "A" Map lot and-its
recordation, Developer may convey the "Super Block" lot. The
buyer of a "Super Block" lot shall then process final improve-
ment plans and grading plans and a final map ( "B" Map) for
each "Super,Block" lot which the'-City shall process if such
documents are in compliance with the City's Municipal Code,
standard policies, and the applicable tentative map. The "B"
®
Maps shall be in substantial conformance with the related
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approved "A" Map. In the instance of the multi - family
dwelling unit areas, a separate tentative subdivision map may
be submitted-to the City and.the "B" Map(s).for these areas
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6.4.3 ecoraazion vi r „a �.�.�� �. -___.
Developer's Name Transfer of Obligations Under Subdivision
Improvement Agreement(s). If Developer so elects, it may
defer the conveyance of any super block lot to a Builder or
third party until after the final map of such super .block lot
has been recorded. If Developer elects to proceed in this
manner, it will enter into City's standard subdivision
improvement agreement(s) with' City for the improvements
required as a condition to the approval of such map(s). Upon
sale to a Builder' or third party, if such Builder or third
party assumes Developer's obligations with the City's consent
under the improvement agreement and provides its own security
and insurance for.the completion of.the subdivision improve-
ments satisfactory to the:City and as approved by the City,
Developer.shall be-released from liapility under the subdivi-
Sion improvement agreement(s)-and Developer's security shall
be released.--
6.4.4 . * Transfer ' of Rights and Obligations of
Development. Whenever Developer conveys a portion of the
Property, the rights and obligations of this Agreement shall
transfer in accordance with Section 15 herein.
7. DEVELOPER'S OBLIGATIONS.
7.1 Condition to Developer's Obligations to Dedicate Fund or
Construct Public Facil "ities. Developer agrees to develop or
provide the public improvements, facilities, dedications, or
reservations of land and satisfy other exactions conditioning the
development of the Property which are set forth'.hereinbelow. In
addition to any other obligations the Developer may have,
Developer as its sole and separate responsibility, covenants and
agrees to bond and provide or finance. the cost of backbone
facilities as identified on. the appropriate Tentative Map and
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be submitted to the City after the City Planning
may
commission approves said tentative subdivision map.
6.4.2 Recordation of Fi nal Subdivision Map in
it so
Name of Builder or Third Party. Developer may, if
elects, convey to a Builder or third party any "super block"
In such
lot(s) shown on the recorded Superblock Final Map.
case, the Builder or third party will (i) process any neces-
and plans and a final map for
�i
sary final improvement grading
such "super block" lot ( "B" map), which map City shall
each
accept and process if such map is in compliance with the
policies, the applicable
City's Municipal Code, standard
tentative map, and the provisions of 7.1 of this Agreement if
applicable as subsequent phases in a multi -phase project, (ii)
improvement agreement with City with
enter into a subdivision
respect to the subdivision improvements which are required for
such super block lot, (iii) provide security and insurance
the subdivision
satisfactory to City for the completion of
(iv) agree, in such case, with the City's
improvements, and
consent to comply with the obligations set forth in 7.1.
6.4.3 ecoraazion vi r „a �.�.�� �. -___.
Developer's Name Transfer of Obligations Under Subdivision
Improvement Agreement(s). If Developer so elects, it may
defer the conveyance of any super block lot to a Builder or
third party until after the final map of such super .block lot
has been recorded. If Developer elects to proceed in this
manner, it will enter into City's standard subdivision
improvement agreement(s) with' City for the improvements
required as a condition to the approval of such map(s). Upon
sale to a Builder' or third party, if such Builder or third
party assumes Developer's obligations with the City's consent
under the improvement agreement and provides its own security
and insurance for.the completion of.the subdivision improve-
ments satisfactory to the:City and as approved by the City,
Developer.shall be-released from liapility under the subdivi-
Sion improvement agreement(s)-and Developer's security shall
be released.--
6.4.4 . * Transfer ' of Rights and Obligations of
Development. Whenever Developer conveys a portion of the
Property, the rights and obligations of this Agreement shall
transfer in accordance with Section 15 herein.
7. DEVELOPER'S OBLIGATIONS.
7.1 Condition to Developer's Obligations to Dedicate Fund or
Construct Public Facil "ities. Developer agrees to develop or
provide the public improvements, facilities, dedications, or
reservations of land and satisfy other exactions conditioning the
development of the Property which are set forth'.hereinbelow. In
addition to any other obligations the Developer may have,
Developer as its sole and separate responsibility, covenants and
agrees to bond and provide or finance. the cost of backbone
facilities as identified on. the appropriate Tentative Map and
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required by any final map (including "B" Maps). This requirement
may be satisfied through the construction or financing of said
facilities or with the City's approval of any of the following:
the establishment of a reimbursement mechanism, a development
impact fee program, an assessment mechanism, or other equitable
facility financing program within the City's discretion. This
requirement shall be deemed satisfied in the event that the
Builder(s) of a "B" Map expressly assume the obligations with the
consent of the City to provide-said backbone facilities. For
purposes of Tentative-Map No. PCS 96 -04, Developer shall provide;
prior to the approval of the first final "B" map, adequate security
as determined by the City Engineer for the construction of those
certain backbone facilities set forth in the conditions of approval
for said tentative map. Developer acknowledges that as to any
future tentative maps, Developer may be .required by City to provide
such security at various times during the development process
including prior to the first final "A" map in accordance with
City's ordinances, policies or regulations. For purposes of this
Section, backbone facilities mean those facilities such as water,
sewer, storm drain and public streets necessary to serve demands
generated for -the backbone facility beyond that of any single "B"
map, but are not included within .a wider area City development
improvement fee program.
The obligations of the Developer, pursuant to this Agreement, are
conditioned upon:- (i) the city not being in default of its
obligations under this agreement; and (ii) the City not unreason-
ably preventing or unreasonably delaying the development of the
property;. and (iii) if the Agreement :has been suspended in. response
to changes in state or federal law .or due-to said obligations being
suspended pursuant to Section 13.2,-.said obligations-of Developer
shall be suspended for the same period.of time..
t 7.2 • Dedications and Reservations of Land for PublicPurvos-
es. - The policies by which property will be required to be
reserved, dedicated or improved for public purposes are identified
in the Existing Project Approvals. A more precise delineation of
the property to be preserved, dedicated or improved for public
purposes shall occur-as part of .Future Discretionary Approvals,
consistent with development of property asset forth in Section 5.2
herein.
7.2.1 Dedication of Land for SR 125. Developer
agrees to dedicate land for right -of -way purposes and property
owned by the Developer that is reasonably necessary for the
SR -125 configuration that is generally depicted in the SR -125
draft Environmental Impact Report /Statement and as revised in
the Final Environmental Impact Report /Statement to respond to
engineering,' design, environmental and similar constraints.
The dedications shall be to the City or by an alternate method
acceptable to the City at such time as requested'by the City.
City agrees that in the event City shall negotiate with
California Transportation Ventures (CTV) or other toll road
builder any participation or advantages to City that City
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shall share such rights with subsequent owner /resident of the
property.
7.2.2 Landfill Nuisance Easements. Developer shall
grant to the County by July 1, 1996 "Landfill Nuisance
Easements" substantially in the form attached as Exhibit E.
The Easement shall cover all land which is within the Otay
Landfill Buffer Area of Villages 2, 3• and Planning Area 18B of
�! the Otay Ranch GDPP as shown on Exhibit E hereto.
In addition, Developer agrees to enter into subordination
agreements, acceptable to the County, with all lienholders
having an interest in the Property subject to the Landfill
Nuisance Easements to ensure that this easement has a priority
position over all other liens. The subordination agreements
shall be delivered to the City prior to the second reading of
the Ordinance approving the Agreement. If there is no second
reading of this Agreement, the City shall return said subordi-
nation agreements to the Developer. If the County Board of
Supervisors does not accept or approve said easements, this
Agreement shall be automatically terminated with neither party
bearing any liability hereunder.
7.2.3 Preserve Conveyance Plan. The Developer
shall comply with any existing or yet to be adopted Preserve
Conveyance Plan and- convey property as set forth in such Plan.
7.3 Growth Management Ordinance.. Developer shall commit the
public facilities and City shall issue building permits as provided
in this Section and in accordance-with Existing Project Approvals
and Future Discretionary Approvals. The City shall. have the right
to withhold' the issuance of building permits any time after the
City reasonably determines .a'Threshold'has been exceeded, unless
and until the Developer has mitigated the deficiency in accordance
with the..City's Growth Management Ordinance.
gr
Developer a ees that building permits may be withheld where the
public facilities described in the Existing Project Approvals /. .
441', Future Discretionary Approvals required-for a particular Threshold
have not been committed.'
In the event a Threshold is not met and future building permit
issuance may be' withheld, the notice provisions -and. procedures
contained in Section 19.09.100C of the Municipal Code will be
followed. In the event the issuance of building permits is
suspended pursuant to the provisions herein, such suspension shal7�
not constitute a breach of the terms -of this Agreement by Develop-
er. Furthermore, any such suspension which is not caused by the
actions or omissions of the Developer, shall toll the term of-this
Agreement as provided for in Section 16.12 of this Agreement, and
suspend the Developer's obligations pursuant to this Agreement.
` 7.3.1 Required Condemnation. The City and Developer
recognize that certain portions of the Resource Preserve and
of the public facilities identified in the Existing Project
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7.3.2 Information Reaardina Thresholds. Upon
Developer's written. requests of the City Manager, the City
will provide Developer with information regarding the current
status of a Threshold. Developer shall be responsible for any
staff costs incurred in providing said written response.
1.4 'Improvements Reguired by a Tentative Subdivi-
sion Map. -As may be required pursuant to the terms of a tentative
subdivision map approval, .it shall be the responsibility of
Developer to construct the improvements required by the subdivision
map. Where Developer is required to construct a public improvement
which -has been identified as the responsibility of another party or
" to provide public improvements of supplemental size, capacity,
number.-or: length. benefiting property not within the tentative
subdivision map, City shall process for consideration to approve or
deny in its .sole. discretion a reimbursement agreement to the
Developer in accordance with the City's Municipal.Code and Article
6 of Chapter 4 of the Subdivision Map Act, commencing with
Government Code section 66485, and Section•7.5; below. This does
not preclude the. Developer or the City from considering alternative
financing mechanisms.
7.5 Facilities Which Are the Obligatiorns of Another
Party. or Are of Excessive Size Capacity Length or Number.
Developer may .offer to advance monies and /or construct public
4 improvements =which are the responsibility of another land owner, or
outside the City's jurisdictional boundaries, or which are of
supplemental size, capacity, number or length for the benefit of
land not within the Property. City, where requesting 'Such funding
4 or construction of oversized public improvements, shall consider
after a public hearing, contemporaneous with the imposition of the
obligation, the formation of a reimbursement district, assessment
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Approvals/ Future Discretionary Approvals and .required to
comply with a threshold are located on properties which
neither the Developer nor the City has, or will have, title to
or control of. The City shall identify such property or
properties and at the time of filing of the final map commence
timely negotiations or, where the property is within the
City's jurisdiction, commence timely proceedings pursuant to
Title 7 (commencing with $ 1230.010) of Part 3 of the Code of
Civil Procedure to acquire an interest in the property or
involved in
properties. Developer's share of the cost any
such acquisition shall be based on its proportionate share of
the public facility as defined in the Existing Project
Approvals/ Future Discretionary Approvals. Notwithstanding the
foregoing, nothing in this Agreement shall be deemed to
preclude the City from requiring the Developer to pay the cost
of acquiring such off -site land. For that portion of the cost
beyond the Developer-Is fair share responsibility, the City
shall take all reasonable steps to establish a procedure
whereby the developer is reimbursed for such costs beyond its
fair share.
7.3.2 Information Reaardina Thresholds. Upon
Developer's written. requests of the City Manager, the City
will provide Developer with information regarding the current
status of a Threshold. Developer shall be responsible for any
staff costs incurred in providing said written response.
1.4 'Improvements Reguired by a Tentative Subdivi-
sion Map. -As may be required pursuant to the terms of a tentative
subdivision map approval, .it shall be the responsibility of
Developer to construct the improvements required by the subdivision
map. Where Developer is required to construct a public improvement
which -has been identified as the responsibility of another party or
" to provide public improvements of supplemental size, capacity,
number.-or: length. benefiting property not within the tentative
subdivision map, City shall process for consideration to approve or
deny in its .sole. discretion a reimbursement agreement to the
Developer in accordance with the City's Municipal.Code and Article
6 of Chapter 4 of the Subdivision Map Act, commencing with
Government Code section 66485, and Section•7.5; below. This does
not preclude the. Developer or the City from considering alternative
financing mechanisms.
7.5 Facilities Which Are the Obligatiorns of Another
Party. or Are of Excessive Size Capacity Length or Number.
Developer may .offer to advance monies and /or construct public
4 improvements =which are the responsibility of another land owner, or
outside the City's jurisdictional boundaries, or which are of
supplemental size, capacity, number or length for the benefit of
land not within the Property. City, where requesting 'Such funding
4 or construction of oversized public improvements, shall consider
after a public hearing, contemporaneous with the imposition of the
obligation, the formation of a reimbursement district, assessment
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district, facility benefit assessment, or reimbursement agreement
or other reimbursement mechanism.
7.6 Pioneering of Facilities. To the extent Developer
itself constructs (i.e., "Pioneers ") any public facilities or
public improvements which are covered by a DIF Program, Developer
shall be.given a credit against DIFs otherwise payable, subject to
the City's Director of Public Works reasonable determination that
such costs are allowable under the applicable DIF Program. It is
specifically intended that Developer be given.DIF credit for the
DIF-Program improvements it makes. The fact that such improvements
may be financed by an assessment district or other financing
mechanism, shall not prevent DIF credit from being. given to the
extent that such costs are allowed under the applicable DIF Program
7.7 Insurance. Developer shall name City as additional
insured for all insurance-policies obtained by Developer for the
Project as pertains to the Developer's activities and operation on
the Project.
7.8 other Land owners. Developer hereby. agrees to
dedicate adequate rights -of -way within the boundaries of the
Property for other land owners to "Pioneer" public facilities on
the Property; provided, however, as follows: (i) dedications shall
be .restricted to those reasonably necessary for the construction of
facilities identified in the City's adopted public facility plans;
(ii) this provision shall not be binding on the successors -in-
interest or assignees. of Developer following recordation of the
final "Super Block" or "A" Map; and (iii), the City shall use its
reasonable best efforts to *obtain agreements similar to this
subsection from other developers and to obtain equitable reimburse-
ment for Developer for any excess dedications.
7.9 Construction of East -West Access. Pursuant to
City's requirements, Developer is required to pay Transport ation
Development Fees (TDIF) for a variety of purposes including
construction of east -west arterial access through the Property
connecting to I -805. Alternatively, the Developer may be required
to actually construct all-or portions of such access if, at the
time of 'need, the TDIF fund does not contain sufficient revenues to
finance the construction of the needed facilities. Such east -west
arterial access from SPA one to I -805 could occur on either East
Orange Avenue or on East Palomar Street. It is-not now possible to
determine with certainty when it will be necessary to actually
construct the arterials in order to comply with the threshold
requirements because the rate and location of future development is
unknown. The total cost and length of the arterial, which might be
constructed by the Developer, are unknown at this time because it
cannot be determined if and when development west of the property
(Sunbow) will construct the Western portion of the arterials. Such
uncertainty makes it difficult to plan and finance the orderly
development of the property and needed on -site and off -site
facilities. To provide greater certainty as to the timing and
constructign of east -west arterial access, the City agrees to
reasonably consider in good faith•a traffic capacity agreement with
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Developer which would reserve traffic capacity for all.or part of
SPA one in exchange for Developer' SPA neent to pioneer all or
part of planned east -Wes t access to
7.10 Assurances of Compliance. Owner acknowledges that
the City is not required to and will not take any action on any of
Owner's applications for Future Discretionary Approvals
Agreement, or any modifications or amendments thereof, until and
unless the City Manager determines that the Owner is not in default
of its obligations under this Agreement including but not limited
to those set forth in Section 7.11 and 14.
7 11 Complete Construction. Developer/ Builder or any
third party agree to diligently complete construction once a
building permit has been issued for Property which is covered by
this Agreement. Should construction stop once the building permits
have been issued by the City, which the City in its sole discretion
determines has created a nuisance or fire or safety hazard, the
Developer agrees to take such steps necessary to cure the nuisance
or hazard. Should Developer fail to do so to the City's satisfac-
tion, the City may take what steps it deems necessary to cure the
nuisance -or hazard at Developer's sole cost and expense.
-) 8. DEVELOPMENT IMPACT FEES.
I 8.1 Existing Development Impact Fee Program Payments.
1
Developer shall pay to the-City a DIF, or construct improvements in
lieu of - payment, for improvements which are conditions of a
tentative subdivision map upon the issuance of building permits (s),
or at a later time as specified -by City ordinance, the subdivision
Map Act, -or Public Facility Financing Plan (PFFP) . The DIF will be
in the amount in effect at the time payment is made and may only be
increased pursuant to Section 8'.6-herein.
8:2 Other Undeveloped Properties. The City will use its
reasonable best. efforts to impose and collect, or cause the
imposition and collection -of,.'the same* DIF program on all the
undeveloped real properties which' benefit from the provision of the
public facility through the DIF program, or provided as a condition
of Project Approvals.
8.3- Use of Development Impact Fee Program. The DIF
amounts paid to the City
by-.Developer and-others with respect to
� placed by. the City in a capital
the Area of Benefit shall be
nt to California Government
facility fund account established pursua
Code sections 66000 - 66009.. The City shall expend such funds only
for the Projects described in the adopted fee program as may be
modified from time to time. The City will use its reasonable best
efforts to cause such Projects to be completed as soon as practica-
ble; however, the -City shall not be obligated to use,its general
funds for such Projects.
8.4 Withholding of Permits. Developer agrees that City
shall have the right to withhold issuance of the building permit
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for any structure or improvement on'the Property unless and until
the DIF is paid for such structure or improvement.
8.5 Development Impact Fee Credit. Upon the completion
and acceptance by the City of any public facility, the.City shall
immediately credit Developer with the appropriate amount of cash
credits ("EDUs ^) as determined by Developer and City. However, if
the improvements are paid for through an Assessment District, the
City shall credit the Developer with the appropriate number of
Equivalent Dwelling Unit Credits -(EDUIs). Developer shall be,
entitled to apply any and all credits accrued pursuant to this
subsection toward the required payment of future DIF for any phase,
stage or increment of development of the Project.
8.6 Modification of Development Impact Fees. The
parties recognize that from time to time during the duration of the
Agreement it will be necessary for the City to update and modify
its DIF fees. Such reasonable modifications are contemplated by
the City and the Developer and shall not constitute a modification
to the Agreement so long as: (i).the modification incorporates the
reasonable costs of providing facilities identified in the Existing
• or Future Project Approvals; (ii) are based upon methodologies in
substantial compliance with the methodology contained in the
existing DIF programs; or other methodology approved by the City
Council following a public hearing; (iii) complies with the
provisions of Government Code sections 66000 - 66009.
8.7 Standards. for Financina Obligations of Owner. In
connection with the development of. the Property, the following
standards. regarding the financing of .public improvements shall
apply.
8.7:1 Owner shall participate in the DIF Program
for.the.Otay Valley Parcel with other owners in proportion to
the total dwelling units or equivalent dwelling units allowed
on the Property as compared with the total of such units
allowed on properties in that particular DIF or by some other
equitable methodology decided by the City Council.
8.7.2 The City shall diligently pursue the
requirements that the Eastern Territories' DIF requires
off site.third parties and adjacent jurisdictions to bear their
fair share of all Otay River Valley crossings.
9. CITY OBLIGATIONS.
9.1 Urban Infrastructure. To the extent it is within
the authority and ability of the City to provide, City shall
' accommodate urban infrastructure to the-project, consistent with
Existing Project Approvals. Where it is necessary to utilize City
property to provide urban infrastructure consistent with the
Existing Project. Approvals, the City agrees to make such land
available for such uses, provided that the City if it so chooses is
compensated at fair market value for the property. To the extent
that the provision of urban infrastructure is within the authority
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of another public or quasi - public agency or utility, the city
agrees to fully cooperate with such agency or agencies to accommo-
date the urban infrastructure, consistent with Existing Project
Approvals. Urban infrastructure shall include, but not be limited
i to gas, electricity, telephone, cable and facilities identified in
the otay Ranch Facility Implementation Plan.
9.2 Sewer Capacity, The City agrees to provide adequate
�I sewer capacity for the project, upon the payment of ordinary and
necessary sewer connection, capacity and /or service fees.
9.3 Nuisance Easement. The City shall reasonably
consider with proper environmental review a request to amend the
Otay Ranch GDP to relocate, within the property, the land uses
affected by the execution of a "nuisance easement" pursuant to the
Otay Ranch Landfill Agreement, (dated May 15, 1996). This GDP
amendment shall be processed prior to or concurrent with the GDP
amendment covering the' landfill buffer area required by the
Landfill Agreement. The amendment shall be deemed vested to the
same extent as Existing Project'Approvals.and shall not require or
constitute an amendment to this•Agreement. The Developer agrees to
pay the reasonable City cost for processing the amendments.
ld.
ANNUAL REVIEW.
10.1 City and Owner Responsibilities. City will, 'at
least every twelve (12)*months during the Term of this Agreement,
pursuant to California Government Code §65865.1, review the extent
of good faith substantial. compliance by Owner with the terms of
this. Agreement. - Pursuant- to California Government Code section
65865.1, as amended, owner-shall have th'e duty•to demonstrate by
�I substantial evidence its good faith compliance with the terms of
1 this .Agreement at the periodic review'. Either City or Owner may
address any requirement -of the Agreement during the review.
�� 10.2 Evidence. The parties recognize that this Agreement
and the documents incorporated her could be-deemed-to contain
hundreds of requirements and that evidence of each and every
requirement would be a wasteful exercise of the parties' resources.
Accordingly,' Developer shall be deemed to have satisfied its good
faith compliance when .it presents evidence of substantial com-
pliance with the major it of this Agreement. Generalized
J evidence or statements. shall be accepted in the absence of any
evidence that such evidence is untrue.
10.3 Review Letter. If Owner is found to be in com-
01 with this Agreement after the annual review, City shall,
within forty -five (45) days after Owner's written request, issue a
review letter in recordable form to Owner ( "Letter ") stating that
based•upon information known or made known to the Council, the City
Planning Commission. and /or the City Planning Director, this
Agreement remains in effect and Owner is not in default. owner may
record the Letter in the Official Records of the County of San
Diego.
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10.4 Failure of Periodic Review. City's failure to
review at least annually Owner's compliance with the terms and
conditions of this Agreement shall not constitute, or be asserted
by City or Owner as, a breach of the Agreement.
�i
tt 11. DEFAULT.
_ 11.1 Events of Default. upon the happening Agreement
-shall be deemed to have occurr ed p
of the following events or conditions:
11.1.1 A warranty, representation or statement
�} made or furnished by Owner to City is false or proves to have
been false in any material respect when it was made.
11.1.2 A finding and determination by City made
following a periodic review under the procedure provided for
in California Government Code section 65865.1 that upon the
basis of substantial evidence owner has not complied in good
faith with one or more of the terms or conditions of this
Agreement.
11.1.3 City does not accept, timely review, or
consider requested development permits or entitlements
submitted in accordance with the provisions of this Agreement.
11.2 Procedure Upon Default.
11:2.1 .- Upon the occurrence of default by the
terminate this Agreement after
other party, City or Owner may
providing 'the other party thirty (30) days written notice
specifying the nature of the alleged default and, when
be satis-
appropriate, the manner in which said default may
and expiration of said
factorily cured. After proper notice
thirty (30) day cure period without cure, this Agreement may
be terminated. In the event that City's or Owner's default is
not subject to cure within the thirty (30) day period, City or
in the event
Owner shall be deemed not to remain in default
that City or Owner commences to cure within such thirty (30)
day period and diligently prosecutes such cure to completion.
Failure or delay in giving notice of any default shall not
it change the
I�I
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constitute a waiver of any default, nor shall
time of "default. Notwithstanding any other provision of this
Agreement,-city reserves the right to formulate and propose to
defaults under this Agreement for
I
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Owner options for curing any
a cure is not specified in this Agreement. In the event
which
of Developer's default under this agreement, the City shall
this to
provide notice of such default as described in section
delivered to the .City a subordination
all lenders who have
agreement pursuant to Section 12.5.
11.2.2 City does not waive any claim of defect in
performance.by Owner if, on periodic review, City does not
propose to modify or terminate this Agreement.
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11.2.3 Subject to Paragraph 16.12 of this
Agreement, the failure of a .third, person shall not excuse a
M; party's nonperformance under this agreement.
11.2.4 All remedies at law or in equity which are
consistent with the provisions of this Agreement are available
to city and Owner to pursue in the event there is a breach
provided, however, neither party shall have the remedy. of
monetary damages against the other except for an award of
litigation costs and attorneys fees..
12. ENCUMBRANCES AND RELEASES ON PROPERTY.
12.1 Discretion to Encumber. This Agreement shall not
prevent or limit owner in any manner at Owner's sole discretion,
from encumbering the Property, or any portion of the Property, or
any improvement on the Property, by any mortgage, deed of trust, or
other security device securing financing with respect to the
Property or its improvement.
12.2 Mortgagee Rights and Obligations. The mortgagee of
a mortgage or beneficiary of a deed of trust encumbering the
Property- or any part thereof, and their successors and assigns
shall, upon written request to City, be entitled to receive from
City written notification of any default by Owner of the
performance of Owner's obligations under the Agreement which has
not been cured within thirty (30•) 'days following the date of
default.
12:3 Releases. City agrees that upon written request of
Owner and payment of all fees and performance of'the requirements
and conditions required of Owner by this Agreement with respect to
the Property, or any portion thereof, City may execute and deliver
to Owner appropriate release(s)-of.further obligations imposed by
this Agreement in form and substance -acceptable to the.San Diego
County- Recorder and title insurance company,. if any, or as may
otherwise be necessary.to effect the release. City Manager shall .
not unreasonably -withhold ' approval of such release(s). In
addition, at such time as an individual home buyer purchases a home
on a subdivided lot within the Property, the City covenants and
agrees that it shall release said lot from the lien of this
agreement.
12.4 Obligation to Modify. City acknowledges that the
lenders providing financing for the Project may require certain
modif ications to this Agreement and City agrees, upon - request from
time to time, to meet with Owner and /or representatives of such
lenders- to negotiate in good faith any such requirement for
modification. City will not unreasonably withhold its consent to
any such requested modification.
i
12.5 Subordination. Developer agrees to enter into
subordination agreements with all lenders having a lien on the
Property to ensure that the provisions of this Agreement-bind such
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1221
lienholders should they take title to all or part of the property
through quit claim deed, sale,' foreclosure or any other means of
transfer of property. As a condition precedent to obtaining the
benefits that accrue to the Developer or the Property under this
Agreement, this Agreement by and through said subordination
agreements shall be prior and superior to such liens on said
Property. Developer shall deliver to the City the fully executed
subordination agreements for the Property within SPA One, in a form
acceptable to the City Attorney and suitable for recording, prior
to the second reading of the ordinance adopting the Development
Agreement. Developer shall deliver to the city a fully executed
subordination agreement for. Property within subsequently approved
SPA plans in a form acceptable to the city attorney on or before
approval of each SPA Plan for said Property. In the event of
Developer's default under this, agreement, the City shall provide
notice of such fault as described in Section 11 of this agreement
to all lenders who have delivered to the City a subordination
agreement pursuant to this section.
13. MODIFICATION OR SUSPENSION.
13.1 Modification to Agreement by Mutual Consent. This
Agreement may be modified, from time to time, by the mutual consent
of the parties only in the same manner as its adoption by an
ordinance as set forth in California Government Code sections
65867, 65867.5 and 65868. The term, "this Agreement" as- used'in
this Agreement, will include any ..such modification properly
approved and executed-.
•13.2 Unforeseen Health or Safety Circumstances. If, as
a result of facts, events, or ..circumstances presently unknown,
unforeseeable, and which.could not -have been known to the parties
prior -to the commencement of this .Agreement, City. finds that
failure to suspend this Agreement would 'pose an immediate threat to
the health or safety of the City's residents or the City. -The
• following shall occur:
13.2.1 -Notification of Unforeseen Circumstances.
Notify Developer of (.i) City's determination; and (ii) the
reasons for City's determination,. and all facts upon which
such reasons are based;
13.2.2 Notice of Hearing. Notify Developer in
writing at least fourteen (14) days prior.to' the date, of the
date, time and place of the - hearing and forward to Developer
a'minimum of.ten (10) days prior to the hearings described in
Section 13:2.3, all documents related to such determination
and reasons therefor; and
13.2.3 Hearin. . Hold a hearing on the deter-
mination, at which hearing Developer will have the right to
address the City Council. At the conclusion of said hearing,
City may take action to suspend this Agreement as provided
herein. The City may suspend this Agreement- if, at the
conclusion of said hearing, based upon the evidence presented
by the parties, the City finds failure to suspend would-pose
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an immediate threat to the health or safety of the City's
residents or the City.
13.3 Change in State or Federal Law or*Rectulations. If
any state or federal law or regulation enacted during the Term of
this Agreement, or the action or inaction of any other affected
governmental jurisdiction, precludes compliance with one or more
provisions of this Agreement, or requires changes in plans, maps,
or permits approved by City, the parties will act pursuant to
Sections 13.3.1 and 13.3.2, below:
13.3.1 Notice: Meeting. The party first becoming
aware of such enactment or action or inaction will provide the
other party(ies) with written notice of such state or federal
law or regulation and provide a copy of such law or. regulation
and a statement regarding its conflict with the provisions of
this Agreement. The parties will promptly meet and confer in
a good faith and reasonable attempt to modify or suspend this
_Agreement to comply with such federal or state law or regula-
tion.
13.3.2 Hearing. If an agreed upon modification
or suspension would not require an amendment to this Agree-
went, no hearing shall be held. otherwise, the matter of such
federal or state law or regulation will be scheduled for
hearing before the City. Fifteen (15) days' written notice of
such hearing shall be provided to Developer, and the City, at
such .hearing, will determine and issue findings on the
modification or suspension which is required by such federal
or.state' law or regulation. Developer, at the hearing, shall
have the-right to offer testimony and other evidence. If the
parties fail to agree after said hearing, the matter may be
submitted.to mediation pursuant to-subsection 13.3.3, below.
-Any modification or suspension shall be taken by the affirma-
tive vote of not less than a majority of the authorized voting
members of the City. Any suspension or modification may be
subject to judicial review in conformance with subsection
16.19 of this Agreement.
13.3.3 Mediation of Disputes. In the event the
dispute between the parties with respect-to the provisions of
this paragraph has not been resolved to the satisfaction of
both parties following the City hearing required by subsection
13.3.2, the matter shall be submitted to mediation prior to
the filing of any legal action by any party. The mediation
will be conducted by the San Diego Mediation Center; if San
Diego Mediation Center is unable to conduct the mediation, the
parties shall submit the dispute for mediation to the Judicial
Arbitration and Mediation Service or similar organization and
make a good faith effort to resolve the dispute. The cost of
any such mediation shall be divided equally between the
Developer and City.
13.4 Natural Communities Conservation Act (NCCP). The
parties recognize that Developer'-and the City -are individually
negotiating agreements with the United States Fish and Wildlife
-22
1223
Service ("USF &W ") and the .California Department of Fish and Game
pursuant to the ongoing regional effort to implement the Natural
Communities Conservation Act ("NCCP "), locally proposed to be
implemented through the Multi- Species Conservation Program
( "MSCP "). The parties further recognize that implementation of the
agreements may necessitate modification to the Existing Project
Approvals. The City agrees to utilize its best efforts to
implement these agreements, once executed, through the timely
processing of modifications to the Existing Project Approvals as
such modifications apply to Developer's property. The Developer
agrees to pay the reasonable City cost for processing work related
to the modifications. Once such modifications are obtained they
shall be vested to the same extent as Existing Project Approvals.
Such modifications shall be substantially similar to the provisions
contained in Exhibit "F ", the May 17, 1996 Administrative draft of
the City of Chula Vista SubArea Plan for the Multi- Species
Conservation Program, except for the proposed deletion of -the
Maritime Succulent Scrub restoration requirement [Section 3(b) of
the SubArea Plan (page 27)).
14. DISTRICTS PUBLIC FINANCING MECHANISMS.
NThis Agreement and the Existing Project Approvals recognize
that assessment districts, community facility districts, or other
N public financing mechanisms, may be necessary to finance the cost
of public. improvements• borne by this Project. If Developer,
pursuant to the Existing Project Approvals/ Future Discretionary
Approvals, is required by the City to install improvements through
Mthe use of assessment districts, or. other public financing
mechanisms, the City shall initi:ate-.and take final action to
approve or deny appropriate proceedings for the formation of such
financing district or funding mechanism, under applicable laws,
ordinances, or policies. Developer may request that the City, but
the City is not obligated to,-utilize any other financing methods
which may become available under City laws or ordinances. All
costs associated with the consideration and formation of such
financing districts or funding .mechanisms shall be paid by
A Developer subject-to reimbursement; as may be legally authorized
out of the proceeds of any financing district or funding.mechanism.
Developer shall comply with the-terms of any assessment districts
or other financing mechanisms so-approved by the City for Property
covered by -this Agreement and shall make timely 'payments• as
required by said financing mechanism. The City retains its rights
to take any action it deems reasonably appropriate to guarantee
payment.
15: ASSIGNMENT AND DELEGATION.
15.1 Assist ent. * Owner shall have the right to transfer
or assign its interest in the Property, in whole or in part, to-any
persons,-partnership, joint venture, firm, or'corporation- at any
time during. the Term.of this Agreement without the consent of City.
Owner also shall have the right to-assign or transfer all or any
portion -of its interest or rights under this Agreement to third
-23-
1224
parties acquiring an interest or estate in the Property at any time
rr during the Term of this Agreement without the consent of City.
1'
15.2 Delegation. In addition, Owner shall have the
right to delegate or transfer its obligations under this Agreement
to third parties acquiring an interest or estate in the Property
provided the owner is in compliance with the terms of this
Agreement and after receiving the prior written consent ithheld for
Manager, which consent shall not be unreasonably den such
delayed or conditioned. Provided, however, the City may Y
release if the City determines that the performance of such
obligation would be jeopardized by such transfer. Once the City
Manager has consented to a transfer, delivery to and acceptance by
the City Manager of an unqualified written assumption of Owner's
obligations under this Agreement by such transferee shall relieve
Owner of the obligations under this Agreement to the extent the
obligations have been expressly assumed by the transferee and as
approved by the City. Such transferee shall not be entitled to
amend this Agreement without the written consent of the entity
that, as of the Effective Date, is Owner, which consent shall not
be unreasonably withheld, delayed, or conditioned. The entity that
is Owner as of the Effective Date, however., shall be entitled to
amend this Agreement without the written consent of such transfer-
ee.
16. MISCELLANEOUS PROVISIONS.
16.1•Binding Effect of Agreement. Except to the extent
otherwise provided in this Agreement; the burdens of this Agreement
bind, and the benefits of this Agreement inure, tc City's and
Owner's successors -in- interest and shall run with the land.
16.2 Relationship of City and Owner. The contractual
relationship between City and Owner-arising out of this Agreement
is one of independent contractor and not agency. This Agreement
does not create any third -party beneficiary rights.
16.3 Notices.. -.All notices, demands, and correspondence
required or permitted by this Agreement. shall be in writing and
delivered in person, or-mailed by first -class or certified mail,
postage prepaid, addressed as follows:
4 If to City, to: City of Chula Vista
.276 Fourth Avenue
Chula Vista, CA 91910
Attention: City Manager
If to Owner, to: Jim Baldwin
Otay Ranch, L.P.
Newport Center Dr., Suite 700
Newport Beach, CA 92660
With.a Copy.to: Kim John Kilkenny
Otay Ranch, L.P.
11975 E1 Camino Real, Suite 104
San Diego, CA 92130
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1225
city or owner may change its address by giving notice in writing to
the other. Thereafter, notices, demands-, and correspondence shall
be addressed and transmitted to the new address. Notice shall be
deemed given upon personal delivery, or, if mailed, two (2)
business days following deposit in the United States mail.
16.4 Rules of Construction. In this Agreement, the use
of the singular includes the plural; the masculine gender includes
the feminine; "shall" is mandatory; "may" is permissive.
16.5 Entire-Aareement, Waivers, vers a a xecorueu
This Agreement constitutes the entire understanding and agreement
of City -and owner with respect to the matters -set forth in this
Agreement. This Agreement supersedes all negotiations or previous
agreements between City and owner respecting this Agreement. All
waivers of the provisions of this Agreement must be in writing and
signed by the appropriate authorities of.City and Owner. Upon the
completion of performance of this Agreement, or its revocation or
termination, a statement evidencing - completion, revocation, or
termination signed by the appropriate agents of City shall be
recorded in the Official Records of San Diego County, California.
16.6 Project as a Private Undertaking. It is
specifically understood by City and Owner that (i) the Project is
a private development; (ii) City . has no interest in or
responsibilities for or duty to -third parties concerning any
improvements to the Property until- City accepts the improvements
pursuant to the provisions of.the Agreement or in connection with
subdivision• map approvals; and (iii) Owner shall have the full
power and exclusive control. of - the Property subject to the
obligations of Owner set forth in this Agreement.
16.7 Incorporation of Recitals.
The recitals set forth
in Paragraph 1 of this Agreement are part:of this Agreement.
16.8 Captions. - The captions of this Agreement are for
convenience and reference only and shall not define, explain,
modify, construe, limit, amplify, or aid in the interpretation,
construction, or meaning of any of the provisions of this
Agreement.
16.9 Consent. Where the consent or approval of City or
Owner is required or necessary under this Agreement, the consent or
approval shall not be unreasonably withheld, delayed, or con -
ditioned.
16.10 .Covenant of Cooperation.• City and Owner shall
cooperate and deal with each other in good faith, and assist each
other in the performance of the provisions of this Agreement.
16.11 Recording. The -City Clerk shall cause a copy of
this Agreement to be recorded with the Office of the County
Recorder of San Diego County,' California,, within ten (10) days
following the Effective Date.
-25-
1226
16.12 Delay Extension of Time for Performance. In
addition to any specific provision of this Agreement, performance
by either City or Owner of its obligations hereunder shall be
excused, and the Term of this Agreement and the Development Plan
extended, during any period of delay caused at any time by reason
of any event beyond the control of City or Owner which prevents or
delays and impacts City's or Owner's ability to perform obligations
under this Agreement, including, but not-limited to, acts of God,
�1 enactment of new conflicting - federal or state laws or regulations
f (example: listing of a species as threatened or endangered) ,
judicial actions such as the issuance of restraining orders and
injunctions, riots, strikes, or damage to work in process by reason
�3 of fire, floods, earthquake, or other such casualties. If City or
Owner seeks excuse from performance, it shall provide written
notice of such delay to the other within thirty (30) days of the
commencement of such delay. If the. delay or default is beyond the
control of City or Owner, and is excused, an extension of time for
such cause will be granted in writing for the period of the
enforced delay, or longer as may be mutually agreed upon.
16.13 Covenant of Good Faith and Fair Dealings. No party
shall do anything which shall have the effect of harming or
injuring the right of the. other parties to receive the benefits of
this Agreement; each party shall refrain .from doing anything which
would render its performance under this.Agreement impossible; and
each party shall do everything which this Agreement contemplates
that such party shall 'do in order -to accomplish the objectives and
purposes of this Agreement.
16.14 operating Memorandum..The' parties acknowledge that
the provisions of this -Agreement require a - close- degree of
cooperat ion, between City and Developer,.and that the refinements
and further development of the Project may demonstrate that minor
changes are appropriate with respect to-the details of performance
of the parties. The parties, .therefore, retain a certain degree of
flexibility with respect to those items covered in general under
this Agreement. When-and if the parties mutually find that minor
changes. or - adjustments are necessary' or' appropriate, they may
effectuate changes or adjustments through operating -memoranda
approved by the parties. For purposes of this Section 16.14, the
City Manager, or his designee, shall have the-authority to approve
the operating memoranda on behalf.of City. No operating memoranda
shall require notice or hearing or constitute an amendment to this
Agreement.
16.15 Time of Essence. Time is of the essence in the
performance of- the provisions of this Agreement as to which time is
an element.
16:16 Amendment or- Cancellation of Agreement. This
Agreement may be amended from time to time or canceled by the
mutual consent of City and Owner only in. the same manner as its
adoption, by an ordinance as set forth in California Government
Code section 65868, and shall be in a form suitable for recording
in the Official Records of San Diego County, California. The term
-26-
1227
"Agreement" shall include any such amendment properly approved and
executed. City and owner acknowledge that the provisions-of this
Agreement require a close degree of cooperation between them, and
that' minor or insubstantial changes to the Project and the
Development Plan may be required from time to time to accommodate
design changes, engineering changes, and other refinements.
Accordingly, changes to the Project and the Development Plan that'
do not result in a change in use, an increase in density or
-intensity of use, cause new or increased environmental impacts, or
violate any applicable health and safety regulations, may be
considered minor or insubstantial by the City Manager acid made
without amending this Agreement.
16.17 EstoyRel Certificate. Within 30 calendar days
following a written request by any of the parties, the other
parties to this Agreement shall .execute and deliver to the
requesting party a statement certifying that (i) this Agreement is
unmodified and in full force and effect, or if there have been
modifications hereto, that this Agreement is in full force and
effect as modified and stating the date and nature of such
modifications; J ii) there are no known current uncured defaults
under this Agreement, or specifying the dates and nature of any
such default; and (iii) any other reasonable information requested.
The failure to deliver such a statement within such time shall
constitute a conclusive presumption - against the party which fails.
to deliver such statement that this Agreement is in full force and
effect without modification; except as may be represented by the
requesting party, _and that there are no uncured defaults in the
performance of the requesting party, except as may be represented
by the requesting party.
16.18 Severability.' If- any material provision of this
Agreement is held. invalid,. this Agreement will be automatically
terminated unless within 15 days after such provision is held invalid
• the party holding rights under the invalidated provision affirms the
balance of this Agreement in writing. This provision will not affect
the right of the parties to modify or 'suspend this Agreement by
mutual consent pursuant to Paragraph 12.4.
16.19 Institution of Legal Proceeding. In addition to any
other rights or remedies, any party may institute legal action to
cure, correct, or remedy any default, to enforce any covenants or
agreements herein, or to enjoin any threatened or attempted. violation
thereof; to recover damages for any default or to obtain. any remedies
consistent with the purpose of this Agreement. Such legal actions
must be instituted in the Superior'Court of the County of San Diego,
State of California.
16.20 Attorneys' Fees and Costs. If any.party commences
litigation or other proceedings (including, without limitation,
arbitration) for the interpretation, reformation, enforcement, or
rescission of this Agreement, the prevailing party, as determined by
the court, will be entitled to its reasonable attorneys' fees and
costs.
-27-
1228
16.21 Mold Harmless. Developer agrees to and shall hold
i City, its officers, agents, employees and representatives harmless.
from liability for damage or claims for damage for personal injury,
including death, and claims for property damage which may arise from
the direct or indirect operations of Developer or those of its
�i contractors, subcontractors, agents, employees or other persons
acting on Developer's behalf which relate to the Project. Developer
agrees to and shall defend City and its officers, agents, employees
and representatives from actions for damage caused or alleged to have
been caused by reason of Developer's activities in connection with
the Project. Developer agrees to indemnify, hold harmless, pay all
costs and provide a defense for City in any legal action filed in a
court of competent jurisdiction by a third party challenging the
validity of this Agreement. The provisions of this Section 16.21
shall not apply to the extent such damage, liability or claim is
caused by the intentional or negligent act or omission of City, its
officers, agents, employees or representatives.
F; =B 28 '97 10 :07AM VILL' DEVELOPMENT
P. 22
1229
SIGNATURE PAGE TO RESTATED AND AMENDED PRE-ANNUATION DEVELOPMENT
AGREEMENT
Dated this day of C . 1997.
"CITY"
CITY OF CHULA VISTA
By. Aa�-
Its;— 4avar
"OWNER"
THE OTAY RANCH, L.P.
a California limited partnership,
by Sky Co=unities, Inc.
a California corporation,
its general partner
By:
J es P_ Ba dwin, Presiden•-
I hereby approve the form and legality of the foregoing Restated
and Amended Pre - Annexation Development Agreement this 4a day
of )'rte• ' , 1997.
John M. Kahehy
BY:_
Ann Moore
Assistant City Attorney
..7q_
.�
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p-51
E)[HXBIT B NO LONGER PERTINENT TO THIS AGREEMENT -
DELETED AS ATTACHMENT MARCH 4o 1997.
Exhibit C
City of Chula Vista
Otay Ranch Re-organization No. 1
ft
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MIS IL A
L END
-- — -- -- — Chula Vista
City hound
Chula Vista
Sphere of
Influence
Recomme,
Annexation
Areas
Proposed
Delachment
Area
Otay Landfill
SS ccl.11
Pudy Aria
CIO
Clly OF
CI -I— I VISTA
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Recozding,Requested ay, and when
Receded ?leave Return to:
tj
chie'. 76dministzative officer
County of San Diego
1500 Pacific Svy.
San Diego, CI► 92101
I
. �
(space above for Recorder's Use)
j.
LANDFILL NDISANCE EASEHENT
AND
COVENANTS RUNNING WITH THE LAND
(bereinafter referred to as "Grantor"), for valuable
consideration, does hereby, GRANT to the COUNTY OF SAN DIEGO, a
political subdivision of the State of California (bereinfter
referred to as "Grantee ") as the owner of the real property
located in the county of San Diego, California known as the "otay
Landfill" which is more particularly described in "Exhibit V
hereto (hereinafter referred to as the "Dominant Tenement ") and
its successors in interest to the Dominant Tenement, an EASEMi]+iT
(hereinafter referred to as "Nuisance Easement ") over all that
real property located in the county of San Diego, California
described in. "Exhibit B ". hereto_ (hereinafter referred- to as the'
"Servient Tenement").
This Nuisance Easement is for tbe•use and benefit of Grantee
and its successors in interest and. invited guests in the conduct
of solid waste landfilling operations on the Dominant Tenement,
for the tree and unobstructed passage on, onto, in, through, and
across the surface and airspace above the surface of the Servient
Tenement of the following things (hereinafter referred to as
"Nuisance items"):
dust; noise; vibrations; any and all chemicals or particles
suspended (permanently or temporarily) in the air and wind
including but not limited to methane gas; odors; fumes; fuel
particles; seagulls and other scavenger birds and the
excrement droppings therefrom; and the unobstructed passage
below the surface of leacbate and other pollutants; and for
each, every and all effects as may be caused by or result
from the operation of a landfill which is now in existence
�I
or which may be developed in the future,
-
together with the continuing right to cause or allow in all of
such Servient Tenement such Nuisance Items, it being understood
and agreed that Grantee, or its successors in interest, intends
to develop, maintain and expand the landfill on the adjacent
-
Dominant Tenement in such a manner that said landfill and the
easement grated herein will be used nt all times in compliance
with all applicable State and Federal laws and the lawful orders
Ij
■
:1
1234
of State and Federa'l:,agencies regulating environmental factors,
toxic and /or hazardous waste-, and the operation of the landfill.
i
Grantor, for itself and its successors and assigns, does
hereby fully waive and release any right. or cause of action which
they or any of* then may now have'or may have in the future
.against Grantee, its successors and assigns, on account of or
arising out of such Nuisance Items heretofore and hereafter
caused by the operation-of a landfill.
Grantor, - for itself and its successors and assigns,
covenants and agrees, with the understanding and intent that such
shall run with the land, and which shall run,with the land, that
neither they nor any of them will commence or maintain a suit,
action, writ, arbitration, or other legal or equitable proceeding
against Grantee or its successors or assigns wherein the relief
sought is the cessation or limitation on the use of the Dominant
Tenement as a landfill. Grantor, for itself and its successors
and assigns, covenants and agrees, with the understanding and
intent that such shall run with the land, and which shall run
with the land, that in the event that they violate the above
covenants of the foregoing sentence, they shall pay to Grantee
such attorneys, fees and costs as may be determined to be
reasonable by a Court of competent jurisdiction. Inquires or
requests for enforcement made by Grantor, its successors or
assigns to State or Federal agencies with regulatory authority
over the operation of landfills shall not be considered a
violation of this paragraph.
Upon the termination of use of the • Dominant- Tenement for
landfill purposes, (including completion of active landfill
operations and all closure and post - closure activities), Grantor,
its successor's-or assigns may request that Grantee, its
successors or assigns, through the applicable legal procedure,
vacate or terminate this easement, which request will not be
unreasonably withheld.
Executed this day of , 1996, at San Diego,
California.
GRANTOR
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4, 115: \5 ?7,: \landfilI.doc
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JIAY LANDFILL AND BUrFER
PARCEL 96- 6018 --1
OTAY' LANuriLt-
........� o ertBA -.-I
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EXHIBIT "F"
PRE - ANNEXATION
DEVELOPMENT AGREEMENT
Planning Area
Assessor
Ownership
Acreage
Parcel Numbers
Otay Valley Parcel
595-070-33
Otay Ranch L.P.
15.39
Otay Valley Parcel
641 -020 -15
Otay Ranch L.P.
21.89
Otay Valley Parcel
641 -020-18
Otay Ranch L.P.
10.00
Otay Valley Parcel
641 -030 -13
Otay Ranch L.P.
97.36
Otay Valley Parcel
641-040-05
Otay Ranch L.P.
151.17
Otay Valley Parcel
641- 060 -04
Otay Ranch L.P.
8.16
Otay Valley Parcel
641 -060 -06
Otay Ranch L.P.
17.91
Otay Valley Parcel
641 -070 -01
Otay Ranch L.P.
87.86
Otay Valley Parcel
64I -080-01
Otay Ranch L.P.
88.89
Otay Valley parcel
642-040 -16
Otay Ranch L.P.
13.99
Otay Valley Parcel
642 -050 -14
Otay Ranch L.P.
44.62
Otay Valley Parcel
642 -050 -24
Otay Ranch L.P.
29.36
Otay Valley Parcel
642 -070 -01
Otay Ranch L-P.
160.00
Otay Valley Parcel
642 -090 -01
Otay Ranch L.P.
92.78
Otay Valley Parcel
643 -010 -03
Otay Ranch L.P.
19.92
Otay Valley Parcel
643 -010 -09
Otay Ranch L.P.
51.63
Otay Valley Parcel
643 -020 -10
Otay Ranch L.P.
159.37
Otay Valley Parcel
643 -020-28
Otay Ranch L.P.
48.13
Otay Valley Parcel
643 -020 -32
Otay Ranch L.P.
32.70
Otay Valley Parcel
643 -050 -01
Otay Ranch L.P.
53.51
Otay Valley Parcel
643 -060-04
Otay Ranch L.P.
268.55
Otay Valley Parcel
644 -030-01
Otay Ranch L.P.
311.03
Otay Valley Panel
644 -030-06
Otay Ranch L.P.
255.85
Otay Valley Parcel
644 -060 -11
Otay Ranch L.P.
159.18
Otay Valley Parcel
644 -070 -01
Otay Ranch L.P.
313.52
Otay Valley Parcel
644-070 -07
Otay Ranch L.P.
285.85
Otay Valley Parcel
644 -080-09
Otay Ranch L.P.
152.40
Otay Valley Parcel
644 -090 -02
Otay Ranch L.R.
299.60
Otay Valley Parcel
645 -030-15
Otay Ranch L.P.
16.89
Otay Valley Parcel
645 -030 -18
Otay Ranch L.P.
102.10
Otay Valley Parcel
646 -010 -03
Otay Ranch L.P.
175.14
3,544.75
Total
I/, - -/- /- , 4 - :? / -//, . �
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CALIFORNIA ALL - PURPOSE ACKOWLEDGEMENT
State of California )
County of San Diego )
1237
On before me, Beverly A. Authelet. City Clerk
i
personally appeared
&Personally known to me - OR - -Oproved to me on the basis of satisfactory evidence to
be the persons) 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 the
entity upon behalf of which the person(s) acted,
executed the instrument.
WITNESS my hand and official seal.
OPTIONAL
Signature of Notary
Though the data below is not required by law, it may prove valuable to persons relying on the document and
could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
i�, Corporate Officer
i � Titles)
❑ Partners(s) ❑ Limited
❑ General
❑ Attorney -in -Fact
❑ Trustee(s)
❑ Guardian /Conservator
❑ Other:
SIGNER IS REPRESENTING:
Name of Person(s) or Entityries) /
c
0
DESCRIPTION OF ATTACHED DOCUMENT
C:.
� Y
Title or Type of Document
3
Number of Pages
ate of Document
Signe (s) Other Than Named Above
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County of
On (' e, beforem
Dat• � J f ►lame and TWO of Olfioar .p..:lana Doe. NWry Pubhc)
personally appeared /
Namefs) d sipnsrta)
$personally known to me
❑ 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
MORA rAy t®lfR executed the same in his/her /their authorized capacity(ies),
Conwhdort 01125M and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
CoAty
MM Car= EM*W Fabs.201 acted, executed the instrument.
WI7SS ha nd and official seal.
SVatum d Notary Pubk
OPTIONAL V
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached D.9cument
m
Title or Type of Document:
Document Date: -)--I '-f' J
Signer} Other Than Named Above: ` gL
Capacityi e) Claimed by Signer
Signer's Name:f
❑ Individual
r�Corporatepf� 'fcer .
Title(s): TAl. --r)A
❑ Partner — ❑ Limited ❑ General
❑ Attomey -in -Fact '
❑ Trustee
❑ Guardian or Conservator -
❑ Other Top of thumb here
Signer is Repres ting:
-BIZ ra,U.1,L-P
r of Pages: —I
Signer's Name:
❑ Individual
❑ Corporate Officer
Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Attomey -in -Fact
❑ Trustee
❑ Guardian or Conservator -
❑ Other. Top of thumb here
Signer Is Representing:
-- Pdl TnI1.Fz, - 1- AM- R7F -FM77