HomeMy WebLinkAboutOrd 2014-3326 ORDINANCE NO. 3326
ORDII�'ANCE OF THE CITY OF CHULA VISTA APPROVIt�'G A
DEVELOPMEI`TT AGREEMEI�TT BET�i'EEI�' THE CITI' OF
CHULA VISTA. BALDWIN AND SONS.LLC AI�'D SUI`TRAI�CH
CAPIT.AL PARTI�'ERS FOR PORTIOI�'S OF OTAY RAI�'CH
• VILLAGE 2
R'HEREAS. the propem� w'hich is the subject matter of this ordinance is identified in the
Development Agreement attached hereto as Exhibit"A"and commonh�knoHm as portions of Ota��
Ranch VillaQe 2 (`Property`); and
�i%HEREAS,the Project relied in part on the orieinal Otay Ranch General Development Plan
Program Environmental Impact Report 90-01.the Ota}�Ranch Villaees 2, 3 and a Portion of4 SPA
Plan Final Second-Tier Environmental Impact Report (`EIR 02-OZ") (SCHn2003091012), and the
Villase 2 Comprehensive SPA Plan Amendment Final Supplemental Em�ironmental Impaci Report
(`EIR 12-01")(SCH No. 2003091.012)the candidate CEQA Findines and Mitieation Monitoring
and Reporting Program; and �
\�l'HEREAS. the Planning Commission set the time and place for a hearine on said
Development Agreement and notice of said hearing, together ���ith its purpose, ���as gi��en b}� its
publication in a neN�spaper of general circulation in the city and its mailine to propem�o�mers���thin
500 feet of the exterior boundaries of the Project site at least ten days prior to the hearing; and
WHEREAS, the hearing ���as held at the time and place as advertised, namely 6:00 p.m.
October 8. 2014, in the Council Chambers. 276 Fourth Avenue. and the Plannine Commission did
not act on the ordinance since the Planning Commission made a motion that the City Council reject
the project by not makine certain findines of fact; not adopt a Statement of Ovemdine
Considerations:not adopt a Mitigation Monitoring and Reporting Proeram and not Certify the Final
Supplemental Environmental Impact Report (FSEIR 12-01/SCH 2O03091012) for amendments to
the General Plan, Ota}�Ranch General Development Plan, Ota}�Ranch Villages 2, 3 and a portion of
4 Sectional Planning Area Plan; and four associated Tentative Maps pursuant to the Califomia
Environmental Qualii��Act. This motion carried �-1-0-1; and
WHEREAS, the proceedings and all e��idence introduced before the Plannins Commission at
the public hearine on the Project held on October 8, 2014 and the minutes and resolution resulting
therefrom; are incorporated into the record of this proceeding; and
WHEREAS= on No��ember 4. 2014. a dul��noticed public hearins�+�as scheduled before the
Cin� Council of the Cim of Chula Vista to consider adopting the ordinance to approve the
Development A�reement betw�een the City of Chula Vista, Baldw�in 8 Sons, LLC and Sunranch
Capital Partners, LLC for portions of Otay Ranch Villase 2 (the "Development Agreement '); and
Ordinance No. �326
Page No. 2
WHEREAS, City staff has reviewed the Development Agreement and determined it to be
consistent with the Otay Ranch General Development Plan and the City's General Plan.
NOW, THEREFORE, the Cit}� Council of the Citt� of Chula Vista does hereby order and
ordain as follows:
L PLANNING COMMISSION RECORD
The proceedings and all evidence introduced before the Planning Commission at their public
hearing held on October 8, 2014 and the minutes and resolutions resulting therefrom, are
hereby incorporated into the record of this proceeding. These documents, along with anv
documents submitted to the decision makers, shall comprise the entire record of the
proceedings for any California�nvironmental Quality Act (CEQA) claims.
II. COMPLIANCE WITH CEQA
The Ciry Council hereby finds that the adoption of the ordinance approving the Development
Agreement for the Project,as described and analyzed in the Final SEIR 12-01,would have no
new effects that were not examined in said Final SEIR (Guideline 15168 (c)(2)).
IIl. CONSISTENCY WITH GENERAL PLAN AND OTAY RANCH GENERAL
DEVELOPMENT PLAN (GDP)
The Ciry Council finds that the proposed Development Agreement is consistent with the
City's General Plan and Otay Ranch General Development Plan. The Development
Agreement implements the General Plan and GDP by providing a comprehensive program to
implement the SPA Plan and Tentative Map. Those plans provide design incorporating a
mixture of land uses connected by a walkable system of public streets and pedestrian paths,
neighborhood parks and plazas, retail opportunities, and commercial activities designed to
promote a safe pedestrian environment. The Village 2 site utilization plan, including the
density,number of residential units,industrial acreage,and mixed use area,is consistent with
the General Plan and GDP, as amended.
IV. ACTION
The City Council hereby adopts an Ordinance approving the Development Agreement
between the City of Chula Vista, Baldwin and Sons, LLC and SunRanch Capital Partners,
LLC for portions of Otay Ranch Village 2 (a copy of�vhich is on file in the City Clerk's
office), finding it consistent with the California Government Code,adopted City policies,the
General Plan, and the Otay Ranch General Development Plan.
V. EFFECTIVE DATE
This Ordinance shall take effect and be in full force on the thirtieth day from and after its
adoption.
Ordinance No. 3326
Paae ?�'o. 3
Presented b�� Appro��ed as to form b}�
��
�
Kellv G. Brouehton. FASLA Glen R. Gooeins
Director of De��elopment Services Gi��mey
PASSED. APPROVED. and ADOPTED b�� the Cin� Council of the Cirv of Chula Vista
California this 18th da�� ofi�'ovember 201�. bv the follo��ine vote:
AYES: Councilmembers: Aeuilaz. Bensoussan. Salas and Cox
I�'AYS: Councilmembers: Ramirez
ABSENT: Councilmembers: None
Cher��l Cox. Ma r
ATTEST:
�
Donna R. Noms. MC. Citv Clerk
STATE OF CALIFORI�'IA )
COUi��TY OF SAI�' DIEGO )
CITY OF CHi1LA VISTA )
I. Donna R. Norris. Cin� Clerk of Chula Vista Califomia. do herebvi certifi� that the foreeoine
Ordinance No. 3326 had its first reading at a regulaz meeting held on the 4th day of November 201�
and its second readine and adoption at a regulaz meetins of said Cirv Council held on the 18th day of
November 2014: and was dul}�published in summary form in accordance ti�ith the requirements of
state la«•and the Cirv Charter.
�.�?�.�'lz<-? �D/y ��
Dated Donna R. Noms. CMC. C�n� Clerk
Ordinance No. 3326
Paee I�'o. 4
RELORDED AT REQUEST OF
4ND WT-IEN RECORDED RETLRN TO:
Cin ofChula Vista
276 Fourth A�'enue
Chula V'ista Califomia 91910
Atm: Cin Clerk Fee Esempt—Go�'t Code $6103
(Space abore for Recorders Gse)
DE�'ELOPNIE\I':�GREEMEIT
amona
I�HE CITI'' OF CHUZA VZST:1.
a California charter cih� and municipal corporation
and
the eotides comprising the `�O�ti��R" as defined in Section 1.16 below
(ppo�ppp?<137�55 8 6nav11 -1'
Ordinance No. 3326
Page No. 5
THIS DEVELOPMENT AGREEMEI�'T("Agreemenf') is entered into as of the Effective
Date (as defined below) by and among THE CITY OF CHiJI,A VISTA, a Califomia chatter cirv
and municipal corporation (°City`), and the entities comprising the "OWNER" as defined in
Section 1.16 belo�v. The Cit}� or the O���ner are sometimes individually referred to in this
A2reement as a "Party" and are collectivel}� referred to as the °Patties'. The Parties enter iato
this.Aereement with reference m�ne foliowine recited facts (each a'`Recital"):
RECITALS
A. To strenethen the public planning process, encourage private participation in
comprehensive plannina and to reduce the economic risk of development, the State of Califomia
has enacted the Development Agreement Statute; found at Sections 6�564 et seq., of the
Califomia Govemment Code.
B. The City is authorized by the Development Agreement Statute and by its City
Charter to enter into development agreements with persons and entities ha��ine le�al or equrtable
interests in real property for the purpose of establishing predictability for both the City and the
property ov✓ner in the development process and in the provision of public infrastructure and
public benefits.
C. Otimer has a le�al or equitable interest in that certain real property consisting of
approsimately 362.7 acres of land located in the City of Chula Vista, County of San Dieeo; State
of California, more panicularly described and depicted in Exhibit "A" to this Agreement (the
"Propem�').
D. The Propem� is located in the Otay Ranch Villa�e of Montecito Sectional
Plannine Area Plan ("SPA Plan"). It is cunently partially developed havine previously been
entitled by the City for the development contemplated by the SPA Plan.
E. Owner desires to amend the land use designations for areas of the SPA Plan to
allow for additional residential units, parkland, school site and CPF facilities to enhance the
Propert}� as a unified, walkable and mixed-use development which offers potential residents
additional housino options (the '`Projecr`). A general description and depiction of key elements
of the Project is contained in Exhibit"B' to this A�reement.
F. O��mer has requested that the Ciry enter into a development agreement for the
developmen[ of the Project on the Propem�, and the City desires to enter into this Aereement
pursuant to the proeisions of the Califomia Government Code, the Ciry Charter, the General
Plan, the City Municipal Code; and applicable City policies.
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G. This Aareement assures that development of the Project will occur in accordance
�iith the General Plan, the Otay Ranch General Development Plan ("Ota}� Ranch GDP"), the
SPA Plan; as amended b�� the Project Appro�•als, and all of the implementine re�ulations for
those various Plans.
H. This Aareement co�;stimte; a current exercise of the Cin�'s police poH�ers to
provide predictabilin to the O�ner in the de��elopment approval process by ves[ine the permiaed
uses; densin�, intensin�of use, and timine and phasine of the Project in exchange for the O���ner's
commitment [o pro�ide sienificant public benefits to Cirv.
I. This Aereement is also intended to ensure that the O�timer has pro��ided fundine
sufficient to pro��ide the adequate and appropriate infrastrucmre and public facilities required b}�
the development of the Project, and that this infrastructure and public facilities will be available
no later than when required to serve the Project`s demand.
J. The commitments of the OH�ner made in this Aereemen[ alloN� the Cin• to realize
sianificant economic, recreational, park, open space, educational; social, public facilities or other
public benefits. These public benefits H�ill advance the interests and meet the needs of Chula
Vista`s residents and visitors ro a sienificantly sreater estent than would development of the
Project under thz current entitlements and absent this Aereement.
K. In return for the O�mers commitment to provide these public benefits, the City is
���illina to e�ercise its authoritv to enter into this Aereement and to make a commitment of
predictability for the development process for the Project.
:�GREEi�fENT
For eood and valuable consideration. the Cirv and OHner aeree as follo��s:
l. DEFIi�TITIONS. In this Aereement, unless the context othern�ise requires, the following
terms and phrases shall have the followine meanines:
1.1 `'Aereemenr` means this De��elopment Aereement benveen the City and the
O�mer. The term "Aereement` shall include am� amendment to the Aereement
properi}�approved and esecuted pursuant to the terms of this.4ereement.
1? "Approval Date" means the date on which the City Council conduc[ed the first
reading of the Enablin� Ordinance as part of the Project Approvals.
13 "Ciq�' means the Ciry of Chula Vista, a Califomia chaner cirv and munitipal
corporation.
1.4 "Cin�Charter` means the City of Chula Vista s Cin�Charter.
1S "Cin Council' means the sovemine bodv ofthe Cin�. !
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Ordinance No. 3326
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1.6 `'City Mana�er'' means the Citv Dlanager of the Ciri or his or her designee.
]J "City Municipal Code" means the Chula Vista Municipal Code.
].8 "Day" means a calendar day unless specifically stated as a"business day"
1.9 "Effective Date" means the date on which the Enabline Ordinance becomes
effective and the Parties have each signed this Aereement.
].10 '`Enablin� Ordinance" means City Ordinance No. 33Z� b}� which this
Aereement was approved.
1.11 "Esistine Land Use Regulations" means all Land Use Reeulations in effect on the
Appro��al Date; includine the General Plan, Otay Ranch GDP and SPA
,amendments and other Project Approvals, but excludina any amendment or
modification to the Land Use Re�ulations adopted, approved, or imposed after the
Approval Date that impairs or restricts Owner's rights set forth in this Aereement;
unless such amendment or modification is expressly authorized by this Agreement
or is aereed to bv O���ner in N�iting. Owner has consented to the General Plan,
Otay Ranch GDP and SPA Amendments and other Project Approvals in effect on
the Appro��al Date, which shall all be considered part of the Existing Land Use
Regulations.
1.12 "General Plan"means the General Plan of the City of Chula Vista.
1.13 `General Plan AmendmenY' means the amendments to the General Plan that are
enacted as part of the Project Approvals.
1.14 "Land Use Regulations" means al] ordinances, resolutions, codes; rules,
regulations and official policies of the City goveming the development and use of
land, includin2; N�ithout limitation, the permitted use of land, the density or
intensity of use, subdivision requirements, timing and phasing of development,
the maximum height and size of buildings, the provisions for reservation or
dedication of land for public purposes,the City's public improvement en�ineering
ordinances; policies, rules; regulations and standards, and the design,
impro��ement, construction, and initial occupancy standards and specifications
applicable to the Project. "Land Use Regulations" do not inciude an}� City
ordinance; resolution, code; rule, regulation or ofticial policy govemine
1.14.1 The conduct or taxation of businesses, professions, and occupations
appiicable to all businesses, professions, and occupations in the Cin;
1.142 Taxes and assessments of�eneral application upon all residents of the
Citv.
1.14.3 The control and abatement of nuisances.
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Ordinance No. 3326
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l.lj `'\4onsaeee" means a mortsaeee of a morteaee. a beneficiarv under a deed of
trust or anv other securitv-device, a lender. and their successors and assiens.
1.16 "Owner" means, joinch� and se��erallv, V'ILLAGE 1] OF OTAI' HB SUB, a
Califomia Qeneral parmership, OTAY R:1\CH II SUN ]2, LLC; a Delaware
limited liabiiin�company, VTAI' RA\CH VILLAGE II-PC-1�; LLC, a Delauare
limited liabilin� compan}•, \'ILLAGE D OF OTAY, L.P., a Delau•are limited
pannership, SU�`RA\CH CAPIT.4L P?.RT\'ERS, LLC, a DelaH�are limited
liabilin compan}�_ vIONTECITO VILLAGE, LLC, a Califomia limited liability
compam�, and O�jmer's successors and assigns as set forth in the Aereement.
Each individual OHrei is jointly and severally responsible for all oblieations of
the O�jner set forth in this Aereement.
1.17 "Owner's Vested RiehP' shall ha��e the meanine set forth in Section 4.1.
1.18 '`Ota} Ranch GDP"means the Ota}�Ranch General De��elopment Plan.
1.19 "Otav Ranch GDP Amendmenu' means the amendments to the Otav Ranch GDP
that are enacted as part of the Project Approvals.
1.20 "Panies" means the Citv on the one hand. and Owmer on the other hand. A
"Pam�' means either the Cirv or the Ow�ner.
1?1 "Project' means the development of the Propem�; includin� all related on-site and
off-site impro�ements, as set fonh in the Project Approvals and Subsequent
Project Approvals.
1.22 "Project Appro��als" means all permits and other entidements approved or issued
b�� the Cit�� for the use of, construction upon, and/or development of the Project
on the Propem. A listing of the Project ?.pprovals is contained in Exhibit "C" to
this Aereement.
1.23 "Propem°means the real propem described and depicted in E�ibit'`A".
1?� "Resen•ation of Authorin ' or "Resen�ed Authorirv" means the riohts and
authorin� specificall}� reserved to the City w'hich limits the assurances and riohts
pro��ided to the O�i�ner and the Owner's \'ested tZ'ght under this Agreement. ;
1.2� `'Seccion" means a numbered section of this Aereement, unless specificalh• stated
to refer to another document or matter. '
1?6 "SP.4 Plan means the Ocay Ranch Villaee of tifontecito Sectional Plannin� :�rea
Plan. i .
1?i '`SPA Plan :�mendments" means the amendments to the SPA Plan that are
enacted as par[of the Project.4pprovals.
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Ordinance No. 3326
Page No. 9
1.28 `Subsequent Project Approvals" means all Project Approvals approved, �ranted,
or issued afrer the Approval Date which are required or permitted by the Project
Approvals, Existing Land Use Reeulations, any applicable Subsequent Land Use
Reeulations and this Aereement. A listing of the anticipated Subsequent Project
:�ppro��als is contained in Ea:hibit"D"to this Agreement.
1?9 "Subsequent Land Use Regulations' means those Land Use Re�ulations which
are both adopted and effective after the Approval Date and which are not included
��ithin the definition of Eaisting Land Use Regulations. "Subsequent Land Use
ReQulations' include any Land Use Regulations adopted by moratorium,
initiative. Citv action. or otherwise.
130 "Term" means the term of this Agreement as set forth in Section 6.1 of this
Aereement.
2. Il�'TEREST OF OWNER. Ou�ner represents that it has a legal or equitable interest in the
Property and is authorized to enter into this Agreement.
3. PUBLIC HEARINGS. On �OV `I�� �N, after providing notice as required by law.
Cit}� Council held a public hearing on this Agreemen[ and made any legally required
findines as set forth in the Enabling Ordinance.
4. DEVELOPMENT OF TF�PROJECT.
4.1 Oti�ner`s Vested Risht. Owner shall have the vested right to complete the Project
durine the Term in accordance with the Project Approvals;the Subsequent Project
Appro��als, the Existing Land Use Regulations, and subject to the Ciry's
Reservation of Authority and this Agreement ("Owners Vested Rieht").
Owner's Vested Risht shall include the off-site CPF riehts described in Section
4.10 belo�v.
4.2 Governine Land Use Reeulations. Except as otherwise provided in this
Aereement the [,and Use Reeulations applicable to the development of the
Project shall be those contained in the Project Approvals, the Subsequent Project
Approvals and the Existing Land Use Regulations. Subsequent Land Use
Resulations shall not apply to the development of the Project, unless expressly
authorized by this Agreement or agreed to by Owner in writine.
4.3 Permitted Uses. Except as otherwise provided within this Aereement the
permitted uses on the Property shall be as provided in the Project Approvals, the
Subsequent Project Approvals and the Existina Land Use Regulations.
4.4 Densih� and Intensin•: Requirement for Reservation and Dedication of Land.
Except as otherwise provided in this Agreement, the density and intensity of use
for the development of the Project, and the requirements for reservation and
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Ordinance I�'o. 3326
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dedication of land, shall be as provided in the Project Approvals. the Subsequent
Project Appro�als a�d the Existing Land Use-Regulations.
4.� Resenation ofAuthorin. The fo11oN'ine Land lise Resulations, Subsequent Land
lise Regulations or other requirements shall apply to the Propem and the Project:
4.�1 Processing fees and chazges imposed b� the Cin� to co�er the Cin-'s
estimated or actual costs of revieHine and processin� applications for
the Project, procidine inspections, conductine annual reviews,
pro�'idina environmental anal}�sis, or for monitorins compliance with
this Agreement or an}= Project or Subsequent Project Approvals �anted
or issued, provided such fees and charses are in force and effect on a
oeneral basis on the date of filins such applications N�ith the City. This
Section shall �ot be construed to limit the authorirv of Cirv to charee its
then-current. normal and customary application; processine, and permit
fees for Project or Subsequent Project Appro�als. buildins permits and
other similar permits, which fees are designed to reimburse City's
espenses attributable to such application. processine, and permittina
and are in force and effect on a Cirv-�vide basis on the date of filins
such applications with Cim; notwithstandine the fact that such fees may
have been increased bq City subsequent ro the Approval Date;
4.=? De��elopment impact fees, monetan exactions or other mitieation
requirements imposed b}� the City as a condition precedent to the
issuance of any permit or approval to cover the impacts associated with
the de��elopment of the Project (`�evelopment Impact Fee"), as
required b} the Project .Approvals or Subsequent Project Approvals,
pro��ided such fees or other mitieation requirements are in force and
effect on a �eneral basis on the date of filine for such permit or
approval u�ith the City. However, this Agreement vests Owner the
riaht. at its sole optio�, to defer the pa}�ment of the followine
De��elopment Impact Fees; as applicable to the Project, and the
Propem, at the then-current amount unti] the request for final
inspection of a buildine permit: Se��er Capacip� Fee; Public Facility
Development Impact Fee; Eastem Transportation De��elopment Impact
Fee; �L�estzm Transpotta:ica De..�opment Impact Fee; Telegraph
Canvon Drainage Fee; Poeei: Canyon Sewer Development Impact Fee;
Salt Geek Sewer Development Impact Fee; Otay Ranch Villaae 1 and
� Pedestrian Bridae De��elopment Impact Fee: Ota�� Ranch V"illaoe 11
Pedestrian Bridoe De�elopment Impact Fee; Park Acquisition and
Dzvelopment Fee; and anv successor or replacemznt fzes for the fees
named above. This Section shall no[be construzd to limit the authorin
of the Citv to chargz its then-current, normal and customary impact '
fees or other mitioation requirements in place at the [ime of the
application for the permit or approval. not�ithstandina the fact that
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Ordinance No. 3326
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such fees may have been increased by the City subsequent to the
Approval Date;
�.�3 Procedural reoulations relating to hearine bodies, petitions,
applications. notices, findines, records, heazin�s, reports,
recommendations, appeals, and any other matter of procedure;
4.5.4 The following, provided that the}� are uniformly applied to all
development projects H�ithin the City:
4.5.4.1 Uniform codes governing engineerine and construction
standards and specifications adopted by the Cih� pursuant to
state la�v. Such codes include; without limitation, the Ciri`s
adopted version of the Uniform Administrative Code, Califomia
Building Code, Califomia Plumbine Code, Califomia
Mechanica] Code. California Electrica] Code. and California
Fire Code:
45.4? Local amendments to those uniform codes which are adopted by
the City pursuanc to state law, provided they pertain exclusively
to the preservation of life and safety;
45.�.3 The City`s standards and procedures reearding the 2rantine of
encroachment permits and the conveyance of rights and
interests which provides for the use of or the entry upon public
propem; and
4.5.4.4 The City's public improvement engineerine ordinances,
policies, rules, reeulations and standazds in effect when
construction dra���ings for those improvements are submitted to
City. City wil] reasonably consider requests for exceptions to
and deviations from these public improvement enaineering
ordinances, policies, rulzs, reeulations and star�dards necessary
or desirable for implementation of the Project or the Project
Approvals.
4.5.5 Reeulations which may be in conflict with this Aereement, but wfiich �
are required to protect the public health and safety;
45.6 State or federal laws or regulations which preempt local regulations or
mandate locai reeulations or conditions that co�flict with the
development of the Project. This expressly includes mandates imposed
throueh the Clean Water Act or the Porter-Cologne Water Quality
Control Act:
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4.�.i Prior to zxercisine the Resen•ation of Authorin• provided in Sections
�.�.� and �.�.6_ the City shall provide OH�ner�vith n�itten notice of the
state or federal law or reeulation or the reeulation required to protect
the public health and safzn that conflicts n�ith this Agreement and a
uTinen explanation of the conflic[ created. \�'ithin ten Q 0) da�•s of the
Cin`s wrinen no[ice. Cin� and O�mer shall meet and confer in 000d
faith in a reasonable anemp[ to appl}� the stare or federal law or
rewlation or the reeulacion required to protect the public health and
safrn in a manner that is most consistent with this Aereement
preserves che terms of [his Aereement and that protects the rights of
O��ner as deri��ed from this Aereement to the extent reasonablv
possible while still follo��ine the applicable law or regulation;
�S.i.l Failure of Cin• to provide notice identified in Section �i.�.i shall
not relieve Developer of its obliQation to compl}� «�ith such la«�s
or reeulations.
4.�.8 O��ner shall be issued buildine permits for the Project afrer permit
applications are reviewed and approved by City in the Cin�'s customary
fashion for such re�ieH�and appro��al; and ,
4.�.9 The exercise of the po���er of eminent domain.
�.6 Vested Riehts Uoon Terminatioa Owner acknoH�ledees that followine
termination of this Aareement, except as to any Project .qpproval or Subsequent
Project Approval that has vested under state law� without reliance on this
Aereement. Cin� mav amend the General Plan. Ota�� Ranch GDP. SPA Plan or
Land Use Regulations as the�- relate to the Project and the Propem�.
4J Compliance Hith CE0.4. The Cin� Council has found that the en�•ironmental
impacts of the Project have been addressed in the Ota�� Ranch General
Development Plan Proeram Encironmental Impact Report 90-01, the Ota}� Ranch
Villaees T���o. Three and a Portion of Four SPA Plan Final Second-Tier
Environmental Impact Repon (`EIR 02-02") (SCH'?003091012); and the Villaee
Tw�o Comprehensive SPA Plan Amendment Final Supplemental Environmental
Impact Report ('EIR 12-0]') (SCH \�o. 200.30.91Al2). Where che Califomia
Environmental Quality Act requires that an additional environmental anah�sis be '
performed in connection with a Subsequent Project Approval or other furure
discretionan appro��al eranted b}�the Cin� for the Project, the Owmer shall pa}• all
of the Ciry's reasonable coscs to perfortn tha[additional anal��sis.
?.8 Timine of Development. Because the Califomia Supreme Court held in Pardee
Construction Co. ��. Cirv of Camarillo. 37 Cal. 3d 46� Q984); that the failure of.
thz parties in thac case to pro�•ide for the timin2 of development resulted in a later- '
adopted initiaci��e restrictins the timine of de��elopment to prevail o�•er the parties'
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Ordinance T�?o. 3326
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aereement, it is the specific intent of the Parties to provide for the timine of the
Project in this Aereement. To do so; the Parties ackno�vledae and provide that;
subject to express tertns of this A2reement including, without limitation, Sections
4.�.5 and 4.�.6; O���ner shall have the ri�ht; but not the obligation, to complete the
Project in such order, at such rate, at such times; and in as man7 de��elopment
phases and sub-phases as Uwner deems appropriate in its sole subjective business
judgment.
4.9 Communitv Purpose Facilities.
4.9.1 O���ner shall have the rieht to satisfy 9.0 acres of its communih� purpose
facilities (CPF) requirements (Chula Vista Municipal Code Section
19.48.025) for the Project through the provision of a CPF facilin�on a 9
acre site located within the industrial area in Village 2 South(i.e.; either
IND-2 or IND-3 as depicted on Chula Vista Tentative D�ap 12-0�).
The City agrees that, subject to the approval of the City Manaeer. a
vocational or adult education school may qualify as a permitted CPF
use. 'Ihe CPF site would require a Conditional Use Permit in
accordance with the SPA Plan's PC District Regulations.
4.9.2 Owner, H�ith written approval from the Ciry Mana�er, shall have the
option, at its sole expense; to construct a swim facilit�� in one of the
future planned Neighborhood Parks (P-2, P-� or P-6) as more
particularly described on Exhibit "E" attached to this Agreement;
fundine that portion of the cost above what the normal PAD fees would
otherwise cover. If Owner elects to construct the swim facility:
4.9.2.] The swim facility will be a public facility o���ned and operated
by the City;
4.91? To exercise its option to construct a swim facility; Owner shall
submit to [he City Mana2er a preliminary facility plan and a
preliminary bud�et for the faciliN, including ongoing operation
and maintenance, in sufficieni detail to allow the Cirv Manaeer
to assess whether [he faciliry will be sustainable and will meet
the amenities outlined in Exhibit"E"to this Agreement. Withi❑
thirty (30) days of the City Manaeer's receipt of the preliminary
facility plan and preliminan� budeet, the CiN Manaeer shall
either provide Owner with written approval to construct the
facility or notify Owner of any deficiencies in the preliminary
facility plan and preliminary budget that will need to be
resolved to obtain the City�4anaser's written approval.
4.9?3 Upon written approval of City Manager ro pursue construction
of the s�vim facilitv, Cih� shall relieve Owner from the
a ,. .
6000�pp0?5�93?5655 8 -I O-
Ordinance No. 3326
Paee No. 1�
obligation to pro��ide 3.9 acres of CPF in 4illaee 7 as identified
in the asreement between the Cip and Ota} Project, LP dazed
Au�ust 22, 2012 and allo��� O«ner to process an application to
re-zone that land from open space and lo�'densin sinele famil}�
residential to a hiaher densirv sinele famil� or multi-famil��
residential. Owner H�ill be allowed to appl} for a �ansfer of
approved units from Villa�e 2 to Villase 7; and
4.9?.4 O�timer shall ha�e the option to process an application to rezone
the 0.9 acre CPF-2 site in Villaee 2 South to a sinele familv
zone consistent w�th the surroundine zonine.
4.9.3 O��ner shall beein construction of the \4ontecito Swim Club (located
on the CPF-7 site) prior to December 31; 201�1; [o the satisfaction of the
Development Sercices Director.
�}.9.4 Prior to approval of a Desien Re�iew application for an�� projzct in
neiehborhood V1U-2. O��ner shall demonstrate to the satisfaction of the
Duector of Development Sercices; the means b�' N'hich the CPF-�
oblieation «�ll be met. Pro��ision of a facilirv �i-ill be consistent with
the SPA Plan and the A4ontecito Villa¢e Core Master Precisz Plan.
4.9.� Ow�ner shall facilitate the construction of CPF-1 (Jacazanda Pazk) by
causing consuvction to commence by June 1; 201� and be completed
bv December 1; 201�.
4.10 Communin� Facilities District. O���ner may choose to use a phased Community
Facilities District (CFD) for the Project, which ma�� ha��e multiple improvement
phases or bond series. Cin� and Oti�ner shall meet and confer reeazdina
reasonable wa}s to lower the amount, if feasible, Owner must pay for the Cirv's
adminisuation costs associated Hith such a phased CFD approach�tihile procidine
the Cin uith sufficient funds to cover the cosu associated wich the phased
approach.
�.11 Fiscal Imnact Fee. The 2,479 uniu H�ithin the Project �rhich are subjec[ to [he
Public Benzfit Contribution as defined in Section �.1.1 and as sho�v in the Public '
Benefit Conuiburion Table attached to this Agreement as Eshibit `'F" shall be
subject co an addirional fiscal impact fee of eighn dollazs (S80): pa}•able at the
tmme of building permit issuance, in complete satisfaction of all nscal impact
fundina izquirements of the Cin• :�4unicipal Code, includina CV'\4C 19.09.060(.n,
for the Project (the "Fiscal Impact Fee'). The \eiahborhoods shown zs exempt �
from the Public Benefit Contribution on the Public Benefit,Contriburion Table
shall also be exzmpt from the Fiscal Impact Fee and an� other fiscal impact
fundine requirements.
60093 000?:V�236=:i -1 1-
Ordinance No. 3326
Page No. 1�
5. OWTTER`S OBLIG.ATIONS A�� PROVISION OF PUBLIC BENEFITS.
�.1 E�traordinacv Public Benefit Contribution.
�.1.1 As consideration for Ciry's approval of the 1;�62 additional residential
uniu for the Project approved on the Approval Date with the
amendments to the General Plan, Otay Ranch GDP and the SP_4 Plan
and performance of its obligations set forth in this Aareement, Owner
, shall make a contribution to City to be used for a public facility or
facilities that shal] be in addition to any other fee or charge to which the
Property and the Project would otherwise be subject (the "Public
Benefit Contribution") in the amounts specified in the table attached as
Exhibit "F" (the "Public Benefit Contribution Tab]e"). The Public
Benefit Contribution was calculated to equal Five Thousand Dollars
($�,000) for each of the 1;562 additional residential units; althoueh it
would be spread over 2,479 units within the Property as described in
the Public Benefit Contribution Table.
�.1.2 The Public Benefit Contribution for each residential dwellin� unit shall
be pavable at the time of building pemut issuance for the unit in
accordance with the Public Benefit Contribution Table. Owner shall
have no obli2ation to obtain buildin� pernuts in any particular order or
obtain building permits for all of the units shown on the Public Benefit
Contribution Table. Therefore, there is no guarantee that the entue
Public Benefit Contribution will be paid.
�.1.3 O�imer shall have the right to build the public facility or facilities to the
satisfaction of the City Mana2er pursuant to a separate agreement with
Cih pursuant to which OHmer would have the right to reunbursement
from Public Benefit Contributions previously made and credits aQainst
Public Benefit Contributions not yet made.
�.1.4 O�;�ner aerees and acknowledges that its failure to satisfy the provisions
of this Section shall constitute a default of its obligations under the
Aereement and that upon any such �lefault the City may pursue any of
the remedies provided in this Agrcement.
5.2 Public Facilities and Services.
�.2.1 O��ner shall complete construction of a half width (i.e., two; striped
one-way lanes) of HeritaQe Road between Santa Victoria Road and
Main Street (the "Ponion of Heritage Road°) to the satisfacrion of the
City's Development Services Director before the earlier of(a) eiehteen
(18) months from the issuance of a rough grading pemut on V2 South,
or (b) December 31; 2016 (the °Completion Date"). The Compledon
60093 000?5�93?46->4 '1�' �
Ordinance No. 3326
PaRe I�'o. 16
Date shall be ettended because of e��znu that cannot reasonabh•
anticipatzd or connollzd as described in Section 11.16 of this
Aereement.
�?.1.1 Cin� shall reimburse O�imer for the costs of all TDIF
improvements ���thin the Portion of Heritaoe Road in an
amount equal to the cost of the unprocemenu��ithin the Ponion
of Heritase Road estunated in the establishment of the TDff
fee. as it ma� be amended from cime to time. In the event that
O���ner anticipates the costs to e�ceed the amount estunated for
, the unpro�ements, 0�3ner shall seek to have the 7�DIF amended
such that the estimated costs equals that �vhich the O�vner
anticipates. .-�t the time of the esecution of this Agreement, Cirv
shall have collected a certain dollaz amount for a portion of such
reimbursement from projects previously consu�ucted �cithin
Villaee 2. O«ver shall be entitled to reunbursement from such
funds. �s additional TDIF funds aze collected by the City; such �
funds shall be available for reimbursement. This reimbursement
shall be in lieu of TDIF credits for the amount reimbursed from
TDIF funds and subjecc to the �erification/approval process
specified in the TDIF ordinance. City shall give Owner TDIF
credits, subject to the verification/approval process specified in
the TDIF ordinance, to the estent of any difference benveen the
full cost of the TDIF improvements and the amount of TDIF
funds a��ailable to reunburse Owner.
�.2.1.2 Upon request from Owner, Cin� shall establish a reunbursement
district or reunbursement agreement for all costs (both TDIF
and non-TDIF) of the entire Heritaee Road w�thin six (6)
months of the request. All o��ners and properties benefitine
from the construction of Heritase Road shall be included in th�e
reimbursement disuict or aereement and shall be required to
contribute their fair shaze portion of the construction cosu.
�?.2 Ouner shall work ��ith the C;ry, to t;e satisfaction of the Decelopment
Senices Duector, to beain construction of the P-3 pazk b}' July 31;
201�. Prior to the start of construction ic �+ill be necessary for the Cin�
to approve a reunbursement aereement for the costs incurred b}' O�vner
associated with the desian and construction of the pazk. City and
Owner �ill work cooperativel}� to selzct a consultant to prepare the
necessar} construction documents, and the City will ��ork dili�entl}� to
appro�e those construction documenu to facilitate che Julv 31, 201�
star[date.
sao9�.000z�=�ae::.a -13-
Ordinance No. 3326
Pace No. 17
6. TERM AND TERMINATIO�I.
6.1 Term of Aereement. The Term shall commence on the Effective Date. The Term
shall continue for a period of ni�enty (20) years from the Effective Date; subject to
the followin2:
6.1.1 The Term shall be extended for periods equal to the time during ti�hich:
6.1.11 Litieation is pending which challenees any matter; includine
compliance with CEQA or anv other local, state, or federal law;
related in any way to the approval or implementation of all or
any part of the Project Approvals. Any such estension shall be
equa] to the time between the filing of litieation; on the one
hand; and the entry of final judgment or dismissal, on the other.
6.1.1.2 Any other delay occurs which is beyond the control of the
Panies, as described in Section 11.16.
6.1.2 During [he Term; certain portions of the Property may be released from
this Aereement as provided elsewhere in this Aoreement.
6.13 As provided in Section 6.2 and elsewhere within this Agreement, the
Term may end earlier than the end of the Term as specified in this
A2reement
62 Termination. This Aareement shall be deemed temunated and of no further effect
upon the earlier occunence of any of the following events:
6.2.1 Expiration of the Term as set forth in Section 6.1;
6.2.2 Entn� of a final judement setting aside, voiding, or annulling the
adoption of the Enabling Ordinance;
6.23 The adoption of a referendum measure overridin� or repealing the
Enablin2 Ordinance:
6.2.4 Completion of the Project in accordance with the terms of this
Aereement, including issuance of all required ocwpancy permits and
acceptance, as required by state law, by Cih�, or the applicable public
aQency; of all required dedications and the satisfaction of all of
Owner's oblieations under this Agreement; and
6?.� As may be provided by other specific provisions of this Aereement.
60093 000?5�93246i:.4 -14-
Ordinance I�To. 3326
Paee No. 18
6.3 Effzct of Termination. Subject to Section 6.�; upon an} termination of this
Aareement, the onl� riohts or obligations under this A�eement�shich either Pam
shall have are:
6.3.1 Ihe completion of oblisations which �vere to have been performed
prior to termination, other than those ��hich are sepazateh addrzssed in
this Aereement:
63.2 The performance and cure rishts set forth in Secrion 93; and
6.3.3 Those oblieations that are specificall}� set for[h as survicins this
Aareement, such as those described in Sections 81 throuah 8,� and
11.20.
6.4 Release of Oblieacions R'ith Respect to Indi��idual Lots lipon Certificarion of
Occuoancc. Nonvithstandine an} other provision of this Agreement:
6.4.1 V�hen anv individual lot has been finalh subdivided and sold. leased;
or made available for lease to a member of the public or an� other
' ultimate user; and a certificate of occupanc}� has been obtained for the
buildin�(s) on the lot; that lot and its o��ner shall ha�e no further
obliaations under and shall be released from this.4greement.
6.4.2 Upon the com%eyance of an} lot, parcel, or other propem, «hether
residential, commercial; or open space, to a homeowners association,
propem o�tiners' association; or public or quasi-public enun', that lot,
parcel, or propem� and its owner shall ha�e no further oblieations under
and shail be released &om this .4sreement.
No formal action by the Cit}� is required to effect this release, but. upon
O«ners request, City shall sign an estoppei cenificate or other document
to e�Rdence the release.
6.� Term of Vfao(sl and Other Proiect Aopro��als.
6.�.1 Subdivision i�•faps. Pursuant to lrovemment Code Section 66?�?.6; the ,
term of all subdivision or pazcel maps that aze approvzd ior all or any '
ponion of the Project shall be automaticall� extended to a date
coincident �+�th the Term and, ti'here not prohibited bv State la�'; w'ith
an� extension of the Tenn.
6.�.2 Other Proiect Appro�als. Pursuant to Go�emmen[ Code section '
6�863.9; the Project Appro�'als shall automaticall}� be extznded for a
term ending concurrendy w�th the applicable subdi�'ision maps for the
Project.
boo9=.000�_�>?s6=:.: -1�-
Ordinance No. 3326
Page No. 19
7. A_��TU.AL REVIEW. ,
71 Timins of Annual Review. Pursuant to Govemment Code Section 6�86�.1, at
least once during every twelve (12) month period of the Term, Cirv shall review
the eood faith compliance of Owner with the terms of this .Aereement (`:Annual
Review").
7? Standazds for ?.ru�ual Re��iew. During the Annual Review; Owner shall be
required to demonstrate good faith compliance with the terms of this Aereement.
"Good faith compliance" shall be established if Owner is in compliance tiith the
terms and conditions of this Agreement. If the Ciry Council ar its desienee finds
and detemunes that OHner is not in good faith compliance, then City may
proceed in accordance with Section 93 pertaining to the potential default of •
O�;�ner and the opportunities for cure. Owner shall pay the CiTy's reasonable fees
and costs incurred in connection with the Annual Review.
73 Procedures for Annual Review. The Annual Revie�v shall be conducted by the
Citi� Council or its designee. Owner shall be given a minimum of sixty (60) days'
notice of any date scheduled for an Annual Review.
7.4 Certificate of Compliance. At any time during any year that the City Council or
its designee finds that Owner is not in default under this Agreement, Cih� shall,
upon written request by O�vner; provide Owner with a written certificate of 000d
faith compliance within fifteen (15) days of CiTy's receipt of that request.
8. THIRD PARTY LITIGATION.
8.1 General Plan Litieation. City has determined that this Agreement is consistent
«�th its General Plan, the Otay Ranch GDP and the SPA Plan. Owner has
reviewed the General Plan, the Otay Ranch GDP and the SPA Plan and concurs
with Citv's deternunation. City shall not have any liabilit}�, whether throueh
equitable or legal arguments, under this Agreement or associated approvals or
documents (e.g. General Plans; SPA Plan, Maps) associated with this Agreement
for Owner's development of Villase 2, for any failure of City to perform under
this Aereement; or for the inabilirv of Owner to develop the Property as ,
contemplated b}� the Project Approvals or this Agreement; if such failure or
inability is the result of a judicial defermination that part or all of the General
Plan; Otay Ranch GDP or SPA Plan is invalid; inadequate; or not in compliance ,
�'ith law.
8? Third Partv Litieation Concemina Proiect or A¢reement. Owner shall, a�
Owner's eapense; defend; indemnify; and hold City, its officers, employees and
independent contractors en�a2ed in Project plannine, approval, or
implementation, harmless from any third-pam� claim, action or proceedina
against Cih, its aeents; officers or employees to attack; set aside, coid; or annul
60093 000?5�93?J6�5 4 -16-
Ordinance No. 3326
Page No. 20
the Project Appro�-als; Subszquent Project Approvals or this Agreement. Cin-
shall prompd} notif} O�iner of an� such daim; action or proceeding, and Cin•
shall reasonabl} coopzrate in the defense. Cin ma} in iu discretion participate in
the defense of an�� such claim, action or proceedine. If the Cin' uses its discretion
to participate in thz defznse of anc such claun, acrion or proceeding. the Cin� shall
pa} its o«n attomz��s' fzes and litigation costs incurred in that defense.
8.3 Indemnin. In addition to the provisions of Section 8,2; Ow�ner shall indemnify;
defend and hold Cin�, iu officers, aeents, emplo}'ees and independent contractors;
eneaazd in Projzct planning or implementation, free and ham7less from an}� third-
pam liabilin� or claims based or alleged upon an} act or omission of O«�er, its
officers; a�enu; emplo}'ees; subconuactors and independent convactors; for
propem damage, bodil} injury or death (Owner s emplo}�ees included) or any
other elemznt of damaae of anv kind or narure, relatins to or arisino from
decelopment of the Project,.except for claims for damaaes arisina ttuough acti��e
neelieence or ��illful misconduct of City, iu officers, agen[s; empioyees a�d
independent convactors. Ow�ner shall defend; at Owners eXpense, includino
attomecs fees, Cin-, ics officers, a�enu; emplo}�ees and independent contractors
in an�� leeal action based upon such alleged acu or omissions of Owner. Citv may
in its discrerion participate in the defense of any such legal daim; action; or
proceedino. If the Cin uses its discretion to participate in the defense of an}� such
claun. action or proceedine, the Ciq� shall pa} its oun attomeys' fees and
litiaation costs incurred in that defense.
8.4 Environmental Contamination. Ow�ner shall indemnify and hold City, its officers;
aQents, and employees free and harmless &om an}� liability, based or alleeed,
upon an� act or omission of Owner; its officers; agents; emplo��ees,
subcontractors, predecessors in interest, successors; assiens; and independent •
contractors; resultine in an�' ��iolation of an}� federal, state or local law. ordinance
or rewlauon relatina to industrial h}eiene. or to environmental conditions on;
under; or abouc the Propem, includina_ but not limited to; soil and eroundw�ater
condirions, and O��ner shal] defend, at its expense; including attome}�s' fees, Cinr,
iu officers, aeents and emploj�ees in an}� action based or asserted upon an�� such
alleeed act or omission. Ciq may in iu discretion participate in the defense of
an} such claim, action; or procezdino. Ii cne Cirv uses iu discretion to participate
in che defease of an�- such claun_ actiou or proceedine, the City shall pac iu own
aaome�s fees and lirisation cosu incurred in that defense.
8.� Cin co �ooro�e Counsel: Conduct of Litieation. R%ith respect to Sections 8.1
throu�h 8.4: City resen�es the right either (a) to approve the aaome��(s) that �
O�ner selects, hires; or otherwise eneaees to defend City, �rhich approval shall
not be unreasonabh' withheld or dela}ed, or (b) in the Cin�'s sole discretio�;
conduct its o�n defense �ith the understandins tha� Ow�ner's attomevs shall be
lead counsel and Cin�'s anomevs shall; to the maximum extent feasible, cooperate
�iith O�vner's attome�-s. If Cim elects [o conduct its own defense; Owner shall
60093.000?_�932i6:=' ' ' 1�-
Ordinance No. 3326
Paee No. 21
rzimburse City for all reasonable attorneys' fees and litieation costs incuned for
such defense. Owner shall have the right to audit all billings for such fzes and
expenses.
8.6 Sun�ivaL The provisions of Sections 8.1 through 8.� inclusive, shall surcive the
termination; cancellation; or expiration of this Agreement.
9. DEFAUZTS aND REMEDIES.
9.1 Default bv O��mer. O�mer shal] be in default of this Agreemenj if it does an} or
an;� combination of the following:
91.1 Willfully violates any order, ruling or decision of any administrative or
judicial body having jurisdiction over the Propem� or the Project.
O�vner may contest any such order, ruling or decision by appropriate
proceedings conducted in good faith, in which event no default of this
Aereement shall be deemed to have occurred unless and until there is a
final, nonappealable judicial decision that Owner willfully violated
such obligation.
9.1.2 Fails to cure a material breach of this Agreement w�thin the time set
forth in a�iritten notice of default from the Ciry. .
92 Default bv Citv. The City shall be in default of this Agreement only if it fails to
cure a material breach of this A�reement within the time set forth in a written
notice of dzfault from the Owner to the City.
9.3 Notice and Termination. A Party alleging a default by any other Party shall serve
written notice thereof. Each such notice shall state with specificity all of the
followine: '
� f• �
9.3.1 The nature of the alleoed default; with reference to tHe specific Szctions
of the_ Aereement that are alleged to have been breached and the
specific facts supporting those allegations;
932 The manner in�hich the alleged defauii may be satisfacturily cured.
9.�3 A period of time in which the default may be cured. The notice of ,
default shall allow at least sixty (60) days to cure the default. If the
default is of such a nature as not to be susceptible of cure within sixty
(60) da}�s using diligent efforts, then the defaulting Party shall onlv be
deemed to have failed to cure the default if it fails dili�endy to
commence such cure �vithin sixty (60) days or if it fails dilieentiv to
prosecute such cure to its conclusion.
60093.00025\93'_46i5A -1$-
Ordinance No. 3326
Pa�e ?�'o. 22
9.� Default Remedies. � Pam �ho complies �i�ith the notice of default and
opporn.min� to curz rzquuemenu of Section 9.3 ma��, at its option, institute leeal
action to curz; correct, or remed� the alleged default as pro�-ided in this
A�eement.
9.� O��ner`s Remedv. The O«�ner acknowledees that che City would not have
entered into this Aereemznt if it ��ere to be liable in damaees under or with
rzspect io all or an}' part of the de�•elopment of the Project ?.ccordingh�, O�vtter
shall not sue the other Cin for damaees or monetan� rzlief for an� matter related
to the de��elopment of che Project. O��-ners litieation remedies shall be lunited to
declazator}� and injuncu�e relief, mandate; and specific performance.
9.6 Cin's Remzd�. In the event of an uncured default b7 O��mer; the City may
pursue an} and all a��ailable lesal or equirv remedies for the default.
9.7 R'ai��er: Remedies Cumulative. P.11 �raivers of performance must be in a tiritine
signed by the Pam� orantin� the «�ai�er. There arz no implied waivers. Failure
bv Cin or O�tiner to insist upon the strict performance of an}� provision of this
Aorzement, irrespecti�'e of che lenath of tune for w'hich such failure continues,
shall not constirute a ��aiver of the right to demand strict compliance ��ith this
A�eement in the future.
A ��rittzn waiver affects only the specific - matter waived and defines the
performance �i�aived and the duration of the w�aiver. Unless espressly stated in a
��ritten ��-ai�er, funue pzrformance of the same or an}� other condition is not. '
�rai��ed.
A. Pam' �iho complies w2th the notice of default and opportunity to cure
requuements of Section 9.3; where applicable, and elecu to pursue a legal or
equitablz remedy a�ailable under this Agreement does not ���aive its rieht to
pursuz any other remed} available under this Aareement; unless prohibited by
statute; court rules; or judicial preceden[.
Delavs. tolline. and other actions arisino under Section 11.16 shall not be
considered waivers subject to this Section 9.7.
9.8 ?.ltzmative Disoute Resolution. Anv dispute benveen the Parties may; upon the
murual agreement of the Parties; be submitted to mediation; bindine azbiva[ion; or
anv ocher mutualh agreeable form of altemative dispute resolution. While an
altzrnative dispute process is pe�dins, the statute of limitation shall be tolled for
an}� claim or cause of action ��hich either of the Par[ies may have aeainst the
other.
i
10. EtiCliMBR�\CES; ASSIG\1g\TS, �\�D RELEASES. .
boo9�.00o:>�_aaess= -19-
Ordinance No. 3326
Page No. 23
10.1 Discretion to Encumber. This A2reement shall not prevent or limit Owner. in any
manner. at O�vner's sole discretion, from encumbering some or al] of the Propert}�
or any improvement on the Propem by any mortgage; deed of trust; or other
securiri device to secure fmancing related to the Properiy or the Project.
I�TOtw�thstanding the foreeoing, any project or property shall be free and clear of
all liens and encumbrances other than those previously approved in writing by the
Cih- prior to transfer to the City.
102 Mortsaeee Protection. City acknowledges that the lender(s) providing financing
secured by the Property and/or its improvements may require certain Agreement
interpretations and modifications. City shall, at any time requested by O�vner or
the lender, meet with Owner and representatives of such lender(s) to negotiate in
wod faith any such interpretation or modification. City will not unreasonably
withhold or delay its consent to any requested interpretation or modification
provided such interprecation or modification is consistent with the intent and
purposes of this Agreement. Any Mortgagee of the Property shall be entitled to
the following rights and privileges:
10.2.1 Neither entering into this Agreement nor a breach of this Agreement
shall defeat, render invalid; diminish; or impair the lien of any
morteage or deed of trust on the Property made in good faith and for
�-alue.
10?? If Ciry timely receives a request from a Mortga�ee requestine a copy of
any norice of default given to Owner under the terms of this
Aereement, Ciry shall provide a copy of that notice to the Mortsa�ee
within ten (10) days of sending the notice of default to O�aner. The
b4on�aeee shall have the right; 6ut not the obligation, to cure the
default during the remaining cure period allowed Owner under Section
9.3 of this Agreement.
10.2.3 Escept as otherN�ise provided within this Agreement; any Mortgagee ,
�rho comes into possession of some or all of the Property pursuant to
foreclosure of a mortgage or deed of trust; or deed in lieu of such
foreclosure or otherwise. shzL: '
10?3.1 Take that property subject to the terms of this Agreement and as !
Owners successor; ' ,
1023.2 Have the rights and obli�ations of an Assignee as set forth in
Sections 10.�.1 and 105.3;, �
U
10.23.3 Have the right to rely on the provisions of Section 4 of this ;
Agreement; provided that any development proposed by the
60093 000?5\93246�i: '2�'
Ordinance No. �326
Pase Ivo. 24
�4onoa�ze is in substantial conformance �tiith the terms of this
?.ereemznt: and
10?3.� \ot be liable for any defaults, w'hether material or immaterial,
or monetan• oblieations of O�ner arising prior to acquisition of
title to the Propem by the �l4oneagee; escept chat the
?�4ongasee ma}� not pursue de��elopment pursuant to this
Agreement until all delinquent and current fzes and other
monetar}� oblieations due under this A�eement for the portions
of the Propem� acquired b}� the �lortaasee have been paid to
Cih'. �
103 Estoppel Certificate. \Vithin ten (10) business days follo��ine a��ritten request by
either of the Parties, the other Pam� shall exzcute and deliver to the requesting
Pam� a statement cenifyine that (i) either this Agreement is unmodified and in
full force and effect or there have been specified (date and nature) modifications
to the Aereement, but it remains in full force and effect as modified; and
(ii) either there aze no kno���n current uncured defaults under this Aereement or
that thz respondine Pam� alleees that specified (date and nature) defaults esist.
The failure to tunelv deliver this statement shall constitute a conclusi�e
presumption that this Affeement is in fiill force and effect without modifications,
except as ma}� be represented b}� the requestine Pam� and that there aze no
uncured defaults in the performance of the requestino Pam; except as ma} be
!• � represented b} the requestine Pam�. The statement shall also provide any other
reasonable information requested. O���er sha!l pac to Cin� all reasonable
admuustrative costs incurred b�� Cin� in connection w�ith the issuance of estoppel
cemficates under this Section prior to City's issuance of such certificates.
, 10.� Transfer or Assionment. Subject to Section 10.� and 10.6; each individual eutin�
comprising Owner shal] have the right to sell; uansfer; or assign its.rights and
obliQations under this Aareement (collectivelv, an ��Assianmenr') in connection
. Hith a uansfer of Oµner`s interest in all, an}� portion of; or an� intzrest in che
Propem� (the "Transfersed Propem"). \'o Assianment shall be made unless made
• togecher ��ith the sale; transfer; or assienment of all or an� portion of O�ner's
interest in the Propem. �
At least fi8een (1�) business days prior to the effecri�-e date of an}' _�ssiQnment,
O��ver shall nocifi� Citc in �iTitine of the proposed Assianment and providz City
�tiith an Assianment and Assumption.�ereement, in a form substanriallv similar to
' Exhibit "G', executed b}� the purchaser; vansferee, or assi�ee (collectivel�; the
"Assignee") to espressly and unconditionall}� assume all duties and obliearions of �
O�ner under this AQreement remainins to be performed at the cime of the i
Assienment. � �
6009?.000�_�>?abss.a -21-
Ordinance No. 3326
Paee No. 25
10.� Effect of Assianment. Subject to Section 10.6 and unless otherw�ise stated within
the Assienment; upon an Assignment:
10.�.1 The Assignee shall be liable for the performance of all obli�ations of
O��ner with respect to Transferred Properh�; but shall have no
obligations ��ith respect to the portions of the Propert}, if any; not
transferred(the "Retained Property").
10.�.2 The o�imer of the Retained Property shall be liable for the performance
of all obli¢ations of O��ner with respect to Retained Property, but shall
have no funher obligations with respect to the Txansferred Property.
10.�3 The Assignee's esercise, use, and enjoyment of the Transferred
Property shal] be subject to the terms of this Aereement and the
Assignee shall have all of the rights under this Agreement to the same
extent as if the Assignee were the O�vner.
10.6 Cirv's Consent. An O��ner shall not be released from its obli�ations with respect
to the Transferred Property until it has obtained the City's consent to the transfer
or assienment of all or a portion of this Agreement; which consent shall not be
unreasonably withheld; conditioned or delayed.
11. MISCELLANEOUS PROVISIONS.
11.1 Rules of Construction. The singulaz includes the plural; the masculine gender
includes the feminine; "sha1P' is mandatory; "may" is permissive.
11? Bindine Effect of Aereement. This Agreement shall be recorded aQainst the
' Property and shall run with the land. Until released or temunated pwsuant to the
provisions of this A2reement or until Owner has fully performed its obligations
arisin� out o£this A�reement; no portion of the Property shall be released from
this Agreement. If an Oti�ner acquires other real property within V"illase 2, that
additional real propem� shall be subject to this AQreement.
113 Entire Aereement. This Agreement constimtes the entire understandin� and
' aareement of City and Owner with respect to the marters set forth in this
Agreement. This AQreement supersedes all negotiations or previous agreements
bet��een Ciri� and Owner respectin� the subject matter of this Agreement.
11.4 Recorded Statement Uoon Termination. Upon the completion of performance of
this Aereement or its cancellation or termination; a statement evidencina
completion; cancellation; or termination signed by the appropriate agents of City,
shall be recorded in the Officia] Records of San Diego Counrv, Califomia.
60093.000'_5�933465i 4 -2�-
Ordinance \o. 3326
Paee 1Vo. 26
11.� Amendment or Cancellation of Aereement. This ��reement ma�� be amended
from time to time or canceled onh� b} the w�ritten consent of both Cin� and O�tiner
in che samz manner as its adoption; as set forth in Califomia Government Code
Szction 6�568. .Anv amendment or cancellation shall be in a form suitable for
recordinQ in the Official Records of San Dieeo Counrv, Califomia. :�n
amendment or other modification of this Aereement �ill continue to relate back
to the Effective Date of this Agreement (as opposed to the effecti�°e date of the
amendment or modification); unless the amendment or modification expressl}•
states othenvise. The Parties recoenize that because of fraomented ownership
within Villaae 2; amendments to this A�reement ma} be appropriate to add or
delzte propem� to or from this .4ereement to reflect consolidarions of property by
O��ner. The Parties agree to cooperate reasonabh to process such amendments if
the nzed arises.
11.6 Minor Chanees/Operatine Vtemorandum. The pro��isions of this Aareement
requirz a close deeree of cooperation benveen the Parties. It is anticipated that
minor changes to the Project ma} be required from time to time to accommodate
desi� chanees, engineerin� chan�es, and other refinements relatzd to the details
of the Parties' performance. h4inor changes aze those chanees to the Project that
aze otherwise co�sistznt H�ith the Project Approvals, and which do noc result in a
change in the type of use; an increase in densin� or intznsin� of use, significant
new or increased em•uonmental unpacts that cannot be mitieated; or violations of
an� applicable health and safen� reeulations in effect on the Approval Date.
:�ccordingly; the Parties may murually consent to adoptina minor changes
throuoh their sienine of an operatine memorandi:m reflectin� the minor changes.
Neither che minor chanees no� an��operatinQ memorandum shall require public
notice or heazing. The City Attorney and City Manaeer shall be authorized co
detemune ��hether proposed modifications and refinzments are minor changes
subject to this Section or more sienificant chanoes rzquiring amendment of ttvs
Agreement. The Citv ivlanager may execute anv operatine memorandum for
minor chanees �»thout Cirv Council action. ?��finor chanees «�ould include;
without limitation, minor boundan or lot line adjustments necessar} to properly
reflect the applicabilin� of this Aereement in the chain of title.
11 J Proiect as a Private lindertakine. It is specificaiiv understood b�� C;n' and On�ner
that (i)che Project is a private development; (ii) Cin has no inrerest in or
responsibilities for or durv to third panies concerning anv impro�'ements to the
Propem unless City accepu the unprovements pursuanc to the provisions of this
Aereemenc or in connection with subdivision map approvals; and (ui) Owner
shall hace the full power and exclusive control of che Propem_ subject co the
obligacions of Owner set for[h in�this Aareement. ,
�
11.8 Incorooration of Recitals. Each of the Reci[als sec fonh at the beeinnin� of this
.��eement aze part of this ?.greement.
60093 000?SV�'3?46ii 3 -��-
Ordinance No. 3326
Page No. 27
11.9 Caotions. The captions of this .A2reement are for convenience and reference onl}-
and shall not define, explain; modify, construe, limit, amplifi-, _or aid in the
interpretation, construction, or meaning of an} of the provisions o£ this
Aereement.
11.10 Consent. \�'here the consent or appro��al of City or O�vner is needed to implement
Development under this Agreement, the consent or approval shall not be
unreasonabty ��thheld; delayed, or conditioned.
11.11 Covenant of Cooperation. Ciry and Owner shall cooperate and deal with each
other in good faith and assist each other in the performance of the provisions of
this Aereement. `
11.12 Execution and Recordin¢. The Ciry Clerk shall cause a copy of this Agreement
or, at the Cirv's discretion, a notice of the Agxeement, to be signed by the
appropriate representatives of the City and recorded �Zth the Office of the Counry
Recorder of San Diego Counn; Califomia, within ten (10) da��s following the
Effective Date. The failure of the Ciry to sign and/or record this A�reement or
notice thereof shall not affect the validity of and binding obligations set forth
�tiithin this aereement.
11.13 Relationship of Citv and OHmer. The contractual relationship between City and
O���ner arisine out of this Aereement is one of independent contractor and not
a�ency. This A�reement does not create any third-party beneficiary rights.
11.14 Noticzs. All notices, demands; and correspondence required or permitted by this
Aereement shall be in wziting and delivered in person, sent by electronic mail, or
mailed by first class or certified mail, postage prepaid, addressed as follows:
If to City. to:
Cih� of Chula Vista � '
276 Fourth Avenue � '
Chula Vista. California 91910
Attn: Cirv Manaoer '
W ith a copy to:
City Attome�
Citd of Chula Vista
276 Fourth Avenue
Chula Vista. Califomia 91910 �
60093 000?5�93?4655 3 -�4-
Ordinance No. 33?6
Pa�e No. 28
If to O«ner. co:
Baldtiin & Sons. LLC
610 �Z�est Ash Street. -1�00
San Dieeo. Califomia 92101
Attn: Mr.\ick Lee
A\�D
Sunranch Capital Partners, LLC
610 \'Jest Ash Street. '1�00
San Dieeo. California 92101
�ttn: \4r. Stephen Haase
�'�%ith a copy to:
Law-Offices of R. \4artin Bohl
�O1 R'est Broad�vav. Suite �20
San Dieeo. Califomia 92101
Attn: R. :�4artin Bohl .
Cirv or O���ner mav chanee its address bv eivine notice in w�ritine to each of the
other names and addresses listed abo�'e� Thereafrer. notices�demands, and
cosespondence shall be addressed aod transmitted to the new address. tiotice
shall be deemed ei��en upon personal deliver}; the date of actual receipt or, if
mailed; not later than nvo (2) business da}�s follo���ina deposit in the United States
mail.
11.1� �'aiver of Riaht to Protest. Execution of this .A�eement is made bv Ow�ner
uithout protest. Ow�ner kno�i�inoly and �villinely «�aives any riohts it may have
under Govemment Code section 66020 or an�� other provision of law to protest
the imposition of an�� fees; dedications; resen�ations; or other esactions unposed
� on the Project as authorized by this Aereement; the Project Appro<<als or the
Subsequent Project Approvals.
11.16 Delav for Evenu Bevond the Parties' Control (Force 'vtaieurel. Delay of
Performance b}'either Pam- of iu obligations under this Aereement shall not be
deemed a breach of the Aareement and the Term shall be extended, for periods
equal co the time durine ��hich (1) litieation is pending which challenges an}'
matter, indudine compliance with CEQA or an}� otber local; state; or federal law,
related in any ti�a}• to the approval or unplementation of all or an}� part of the
Project ?,ppro��als or Subsequent Project Appro�•als. An}� such e�-tension shall be
equal to the time betu�een the filin� of litigation, oo the one hand; and the enm of
final judament or dismissal; on the other. .�11 such extensions shall be
cumulative; (2) a delay is caused by reason of an}� e�ent that cannot reasonabl}
anticipated or controlled bv the Cirv or Ow'ner which prevents or dela}s
performance bv City or O�ner of obli2ations under this Aereement. Such events
60093.000?_193246:5.� _��_ �
Ordinance No. 3326
Page No. 29
shall include, b}� way of example and not limitation, acts of nature, riots; strikes;
or damage to �vork in process by reason of fire, mud, rain, floods, ear[hquake, or
other such casualties. Such an event does not include a market or business
do�nrum. recession or.other chan�e in the business cycle.
If Cirv or O���ner seeks escuse from performance for the period of a dela}, it shall
provide w�ritten notice of such delay to the other within tliirty (30) days of the
commencement of such delay. If the delay or default; whether material or
immaterial, is due to an event that cannot be reasonably anticipated or controlled
by City or Owner; it shall be excused, and an extension of time for such cause
shall be eranted in «�iting for the period of the enforced delay; or longer as may
be murually a�reed upon. In the event of a disagreement behyeen the Parties with
respect to whether this Section applies to a particular delay; a Party may file an
action for judicial review of the matter; including requests for declaratory and/or
injunctive relief. The right to seek judicial review shall not limit any ,other
remedies; ���hether leeal or equitable, to which a Part}•may be entitled.
11.17 Intemretation and Governino Law. In any dispute re�arding this Agreement, the
Agreement shall be govemed and interpreted in accordance with the la�vs of the
State of Califomia. Venue for any litigation concerning this Agreement shall be
in San Diego County, California.
11.18 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
11.19 Successors and Assiens. This Agreement shall be binding upon and inure to the
benefit of the Pazties and their respective successors and assigns.
11.20 Future Litieation Exoenses.
11.20.1 Pavment to Prevailine Partv. If either Party brings a leeal or equitable
proceedino against the other Party �ahich arises in any way out of this
Aoreement, the prevailin� Party shall be entided to recover its
reasonable,artomeys' fees and all other reasonable costs and expenses
incurred in that proceeding.
11.20? Scope of Fees. Attomeys' fees under this Section shall include
attomeys' fees on any appeal and in any post-jud�ment proceedinas to
collect or enforce the judement This provision is sepazate and several
and shal]'survive the termination of this Aoreemer.t.
12. EXHIBITS. All exhibits attached to this A�reement are incorporated as a part of this i
Aareement. Those e�chibits are:
:w-.Exkiibit�,:=: ;DescriP'[ion,;.3':�' - - �'=�;��'";, — _ ` =,<:;-;; - .;;�c<i:��-:;�_::�::;=:'
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60093.00025�93?46i5 J -- -
Ordinance No. 3326
Pa�e No. 30
".-�" Leeal Description and Depiction of the Propem�
"B" I General Description and Depicdon of thz Project
'`C" I Listing of Project Appro��als
I "D" Listing oi.-�nticipated Subsequent Project Approvals
"E" I Description oi Possible P-� S�;im Facilit�
"F" I Public Benzfit Conh-ibution Table
`G" ?.ssienment and assumption Aereement
(Signatures on follo«ing page)
eoo9�.000>>��=a6__3 -27-
Ordinance No. 3326
Page No. 3]
Owner and City have executed this Agreement on the dates set forth below.
CITY O WNER
CIT�' OF CHiJI.A VIS'I�A, a California charter [sagnata�re blocks next m�o pages]
cih� and municipal corporation
By:�
Ma}�or /I
V
Date:�o����_
A7'TEST: �
B�-:
City Clerk
APPRO
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Bv:
Cirv Attovnev
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600?3 000?5�93�3655 a -�8-
Ordinance No. 3326
Paee No. 32
VILLAGE II OF OT�l' HB StiB
a Califomia eeneral partnership
B��: V'illaee II of Otav. L.P..
a Dela��aze limited parmership,
Its: Manasin�General Parmer
Bv: Villaee II of Otav GP. LLC.
a Dela�aze limitzd liabilin company;
Iu: General Panner
Bv: �- -
\ame: �Nicholas Lee
Ticle: Senior Prolect Manager
OTAT R4NCH II SIIN 12.LLC
a Delaware limited liabilin�compan}�
B4';
Name: Nicholas Lee
Ticle: Senior Proiect Manaqer
OT:�1' R�\CH �'II.L�GE II-PC-15, LLC
a Delaware limited liabilih company
B}•: Heritage Buildine and Dzvelopment, Inc.,
a California corporation
Its: Aeent
B��:
Name: Nicholas Lee
Ticle: Senior Project Manager
f
�
5005?000?s�o;__6ss_ _79_
Ordinance No. 3326
Paee No. 33
VILLAGE II OF OTAY,L.P.
a Delaware limited partnership
B}�: Villase II of Otay GP; LLC
a Delaware limited liability company
Its: General Partner
B��: ���
Name: Nicholas Lee
Titie: Senior Prolect Manaper
SiINRAA�CH CAPITAL PARTNERS,LLC
a Delaware limited liabilit��company
By: SunPac Advisors; LLC
Its: Manaeer
By: ��
Name: Nicholas Lee
Title: Senior Project Manaqer
MONTECITO VILLAGE. LLC
a Califomia limited liability company
BV: i��,%�
Name: Nicholas Lee
Titlz: Senior Project Manager
�
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60093 0007s�9;?q6:5 4 -3�-
Ordinance No. 3326
Paee T'o. 34
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE§ 1189
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�Y.e � rleee InSK.Name e�0��'Je of LY O::cer I l _1
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personally apoeared {�I � ��� 5 ��
" � Na-ie�s�ot Sgneqs) �
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� who proved to me on ihe basis of satisfactory �
� evidence to be the person(89 whose nameC�is/aze
subscribed to ihe within instrument and acknowledged �
to me ihat he/sFie;�isy executed ihe same in �
�F his/hec:f�eir authorized capacity(i¢s), and that by
� his/hec?tfierr signature(�Sf on the insirument the �
x�. CRISTIN BEALL �
Commission e 7g96057 Person�s'j, or the entity upon behalf of which the �
i^•'?�� Notary PUhlic -Cahfornia � � person(.� acted, executed ihe instrument. �
San Diego County - � � _
� My comm.exa��es no�z5,2oi6� I certify under PENALTY OF PERJURY under the
� laws of the State of California that the foregoing
� paragraph is true and correct. �
�� WITNESS my hand an official seal. �,
�
� Signature:
Place Neary Seal.4�ove Sgromre ol Notnry PuOfic
OPTIONAL
_ � Tnough the intormation below�s not reovired by law,rt may prove valuable to persons relying on the documen( -
ano coNd prevem fraudulent removal and reaYachment o/this form to ano�her documenf
� Description of Attached Docu ent �I ;� � � L /�. � ��__a �-
Title or Type of Document: VI ��A S� L �H'��UI�M�^-'� // Y1"'�"'�" 3�
� Document Date: / � �/� Number of Pages: �
Signer(s)Other Tnan Named Above� /11�1 (ft H a �5 �
� Capacity(ies) Claimed b Signe1(s�;)p �
� Siener's Name: ����^ $ �` Signer's Name:
� � Corporace�cer — Title(s): ��'�' n f���Corporate Officer — Title(s): �
^ ' �
_ Ineividual � �� '�� ��Individual
� _� Parner —��limi;ed �General ;�G cf;nurw ne�e ❑Partner —��Limited C�General ;x�;��,,,,p„� �
� �- AYOrney in Fzct ��Attorney in Far �
� � Trusiee �_�Trustee
G Guardizn or Conservaror G Guardian or Conservator �
� _ O.her. ❑Other. �
� Signeris Fepr s�ndng: ✓ �1/M Signerls Represendna: �
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Ordinance No. 3326
Page No. 3�
EXHIBIT "A"
LEGAL DESCRIPTION AND DEPICTION OF THE PROPERTY
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EYHIBIT A
60093 00025�93?a655.3
Ordinance I�'o. 3326
Pase No. 36
Exhibit A
VILLAGE TWO OWNERSHIP-DEVELOPMENT AGREEMENT
Owner Legal Description
Villa�e �I of Otay HB SUB, GP Lots 34, 35 and 41 of Chula Vista Tract No. 11-OS Otay Ranch
Village 2 North "A" Map No. 2 and Otay Ranch Village 2 North
Neighborhood R-SB Unit No. 1, in the City of Chula Vista,County
of San Diego, State of Ca�ifornia according to Map thereof No.
15865 filed in the o�ce of the County Recorder of said county
� R�!=_y 7, 2012.
Lots 26 and 31 of Chula Vista Tract No.06-OS Otay Ranch Village 2
and Portions of Village 4 "A" Map, in the City of Chula Vista,
County of San Diego, State of California,according to Map thereof
No. 15350 filed in the office of the County Recorder of said county
May 26, 2006.
Otay Ranch II Sun 12, LLC Lot 1 of Chula Vista Tract No. 06-OS Otay Ranch Village 2 and
Portions of Village 4"A" Map, in the City of Chula Vista, County of
San Diego,State of California, according to Map thereof No.
15350 flled in the office of the County Recorder of said Couniy
May 26, 2006.
Otay Ranch Village II-PC-15, LLC Lots"E" and "F"of Chula Vista Tract No.06-OS Otay Ranch Village
2 Neighborhood R-15A, in the City of Chula Vista,County of San �
Diego, State of California, according to Map thereof No. 15862
filed in the o�ce of the County Recorder of said county April 4,
2012.
Village II of Otay, L.P. Lots 28 and 33 of Chula Vista Tract No.06-OS Otay Ranch Village 2
and Portions of Village 4"A" Map, in the City of Chula Vista,
County of San Diego,State of California,according to Map thereof
� No. 15350 filed in the office of the County Recorder of said county
May 26, 2006. '
SunRanch Capital Partners, LLC Lot 30 of Chula Vista 7ract No.06-OS Otay Ranch Village 2 and
Portions of Village 4 "A" Map,in the City of Chula Vista,County of
San Diego,State of Caiifornia,according to Map thereof No.
15350 filed in the office of the County Recorder of said county
May 26, 2006.
Montecito Viliage, LLC Lots 4, 5,9, and 14 of Chula Vista Tract No.06-OS Otay Ranch
Village 2 and Portions of Village 4"A" Map,in the City of Chula
Vista, County of San Diego, State cf California, according te Map �
thereof No. 15350 filed in the office of ihe County Recorder of
said county May 26, 2006. �
i
10/17/1-i
Ordinance No. 3326 �
Page No. 37
Exhibit A
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Ordinance No. 3326
Pase No. 38
E.l'HIBIT "B"
GE1�RaL DESCRIPTION AA`D DEPICTION OF TFIE PROJECT
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E�I-IIBIT B
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Ordinance No. 3326
Page No. 39
Exhibit B � �''
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Otay Ranch s I R-13 .
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� OSI��� R-BA R BC � F'3 � 0 5iave svee� `1 Road
i1 � R-BB p �
; � _�^�("� R-7A R-9B Pse Mu p�
� 1,'/� 50 R-29 .t m
:�J `� �G/PF��� q_gq R� i
y �,.�� 'l � R-6 \ p.hP R-1� `y
b'�� OSl1 ,.: 5!, R-9A 5.1 R44
p� PJB(D) "6 p.a+
o�° , SCHOOL ,
2 ' p,�iP R45B
HERITAGE HIL'S R-0B(a) 9y. R:2B P 2 � R-1�BA`-, �i r JR- -
(VIIIa9eOneWest) � R-0A RAB , MU4 R_ itA R-19A� I -. ��15A 511
�b) R-17B 1]B(a (b) /'?
R-SA P-1 (b) � a8A R� B ,`, F
O �
OSl1 �� P.6B � R-2] R-19A R-18B �b�'�i / �
� '� ' R-19 (a) V
. ,i
. _,..-�'� �
� ��l .
IND-tA 'I P 5 , LL ! - ,(_
\�' IND-i8 � RQSA q. >. �� ` - �
I54 21 / �..' '\ Preserve ���
.� SCMOOL 'a CPF-e j OSY2 �
I" R-21 B � . �
IND-2 R-20 \
I t CPF-2 � _ � I�' P� i�
OTAY R-2a O/ r
LANDFILL CPF-9 `. � � �
' � R-23 J+ � �/
� __ r
/No�rt�h Landfli Buffer Line �,`I �OS/1 2 B ' � /../ �' _ VIL�GE a
/ �_\ IN0.3 - -
W `I� : �"�i- !.��.��� ,
jii i i� �� �:�
P I[W 1�••
pmiums 5 Lm:vu S av
�reMpo�nu�e
LEGEND
R Residential .
S School
p Park
CPF Community Purpose Facility
OS Open Space �
C Commercial .
pp Public/�uasi-Public
MU Mixed Use
IND Industrial '
Ordinance No. 3326
Paae I�'o. �0
E�HIBIT ��C'
LISTL\G OF PROJECT?,PPRO�ALS
1. Ota� Ranch V"illaees T�ro. Three, and a Portion of Villaoe Four Sectional Plannine Area
Plan Final Second Tier Environmental Impact Report(EIR 02-03)
2. Supplemental Environmental Impact Report(SEIR-12-01)
3. The Villaee 2 Sectional Plannine.4rea(SPA)Plan as amended (PCM 12-18)
4. Tentative tifap for Otay Ranch Villaee Z (PCS 06-0�)
�. Tentative D4ap for Otay Ranch Villaoe 2 Nonh (PCS 12-02)
6. Tentative\4ap for Ota��Ranch Villaee 2 �Vest (PCS 12-03)
i. Tentative\4ap for Otay Ranch Villaee 2 R-1�b and R-31 (PCS 1 Z-0�)
8. Tentative D4ap for Otay Ranch Villaee 2 South(PCS 12-0�)
9. Otay Ranch V illaee 2 Deyelopment Agreement( GYi�il Iici�eE 3��' )
10. Ota}'Ranch V'illaee 2 Paz1:s.Aereement ( r2fSolt�,4bn ZDl4—'Lf3 )
1 l. All desi2n reciew appro��als and erading, improvement and buildin2 permits issued in
connection with the abo��e appro��als.
EtI-IlBIT C
600as 000_sv_=�_�_
Ordinance No. 3326
Page No. 41
EXHIBIT "D"
LISTING OF.�NTICIPATED StiBSEQUENT PROJECT APPROVALS
Ido Subsequznt Project Approvals are anticipated other than design review appro��als and
eradino, improvement and building pertnits issued pursuant to the Project Approvals.
i
EXHIBIT D '
60093 000?5�93?a655 4
Ordinance I�TO. 3326
Paee\'o. �2
E_�"�IT`E"
DESCRIPTIO\ OF POSSIBLE S�VItii I FACII.ITI'��1E\'ITIES
A public swim dub desiened and constructed bo Owner could include thz follo«ing
facilities/amenities to the satisfaction of the Cit�•�9anaeer.
• 2� ��ard, 8 lane pool H ith a minimum surface pool area of�,000 sf;
• W"adino pool or splash pad ameniry;
• Water slides/play structure and a water exercise area:
• Pool deckine���ith public ��iewine area �
• Shade structures
• Administrative office space;
• Lifeeuazd office:
• Restrooms/chaneine rooms:
• Shower facilities:
• Storage space;
• Pool equipment raom;
• Snack bar and concession stand.
All buildines and required parl:ine will be desiened to meet the standards of the V"illaee Desien
Plan and the Dlontecito Villase Core D4aster Precise Plan. All facilities shall be full� ADA
accessible. A parkine srud7 shall be provided ro demonstrate adequate onsite pazl:ine will be
provided to sen�e the facility.
;
E\HIBIT E I
eooa�000zs�_zasss a
Ordinance No. 3326
Page No. 43
EXHIBIT "F"
PLBLIC BENEFIT COA'TRIBUTION TABLE
Neighborhoods/units subject to extraordinary benefit contribution:
Neighborhood Total Units
R-4B(a) 111
R-48(6) 275
R-8C 51
R-12 600
R-16B 17
R-17B(a) 34
R-17B(b) 95
R-18A(b) 24 _
R-186(b) 5 ,
R-19B 39
R-20 80
R-21B 53
R-23 93
R-24 59
R-25A 330
R-27 175
R-31 25
MU-1 38
M U-2 50
M U-3 90
C-1 235
Total Units 2479
Fee amount:
Contribution Units Total
Amount Contributing Contribution
Units 1-2129 $2,846.41 2129 $6,060,000
Units 2130-2479 $5,000.00 350 $1,750,000
Total 2479 $7,810,000
Neighborhoods R-SB, R-6. R-8A, R-86, R-96, R-10A, R,lOB, R-11, R-13, R14& R-15b are
exempt from extraordinary benefit contribution.
EXHIBIT F
fi009i 000251932A655 1
Ordinance I�'o. 33?6
Paee No. �4
E��IT `�G"
ASSIG\'�1g\T:�\� ASSlirIPTION:�GREE�fENT
'
'
i
E�HIBIT G
boos:000�sv,�wss,
Ordinance No. 3326
Page No. 4�
ASSIGri"MENT AND ASSUNIPTION OF
DEVELOPMENT AGREEMENT
THIS .ASSIGNME\T AA� ASSUMPI"ION OF DEVELOPMENT AGREEMENT
("Assi�nmenr') is made as of the _ day of , 20_ ("Effecti�e Date"), by and
among the ("Owner") and
("Assignee'')with reference to the following facts:
RECITALS
A. OH�ner is a pam� to that certain Development Agreement, dated _by
and between the City of Chula Vista ("CiTy"), on the onz hand, and [list all owners] ("Owner")
on the other hand ("Agreement") for certain real property consisting of approximately
acres of land located in the Cirv; more particularly described in Exhibit"A" ("Property").
B. OH�ner desires to assien and dele�ate, and Assignee desires to accept and assume,
all of Owners rights and obligations under the Agreement in accordance with the terms and
conditions set forth herein.
C. By siening this Assignment, the City approves the Assisnment in accordance with
the terms and conditions set forth herein and in the Agreement.
AGREEMENT
NOW, TAEREFORE, for sood and valuable consideration, the receipt and sufficiency of
which are herebv ackno���ledeed;Owner and Assienee do hereby agree as follows:
1. Assi2nment and Assumption. Effective as of the Effective Date; Owner hereby
assiens, transfers, and conveys to Assi2nee all of Owner's rights, interest; duties, liabilities, and
obligations in, to, and under the Agreement, and Assienee hereby accepts and assumes all such
rights, interests, duties, liabilities, and obligations under the Agreement from Owner for [the •
Property or a portion of the Property] ("Assigned Property") [, except to the extent Owner has
retained a portion of the Property (the"Retained Property°)].
2. Cirv Consent to Assienment. Effective as of the ,Effective Date, Ciry hereby
consents to the Assignment and hereby fully releases and forever discharges Owner from any
and aIl obli�ations ro City under the Agreement for the Assigned Property, [except Owner's
oblieations�vith respect to the Retained Property].
3. Entire A�reement This Aereement represencs the final and entire aareement
between the parties in connection with the subject matter hereof; and may not be modified escept
by a written aereement siened by both Owner and Assignee.
3. Govemins Law. This A�reement has been prepared, ne�otiated, and esecuted in,
and shall be consvued in accordance ��ith; the laws of the State of Califomia, without resard to
conflict of law rules.
EhHIBIT G-1
6009i 000.5�93?4655 4
Ordinance No. 3326
Paee No. 46
L�' RTI\�SS R'HEREOF: the parties hereto hace zxzcuted this Agreemznt as of the date
first abo�e writtzn.
On'ner:
B�:
Assignee:
Bv:
Name:
Its:
Cih':
Cin ofChula Vista.
a Califomia Municipal Corporation
B��:
\ame:
Its:
�
I
E\HIBIT G-2 I
6JOS3 00025�3?s6=�3