The URL can be used to link to this page

Home My WebLink About2009/06/23 Item 14 CITY COUNCIL AGENDA STATEMENT ITEM TITLE: CITY COUNCIL APPRO V AL OF THE UNIVERSITY VILLAGES PROCESSING AGREEMENT A1"1D AUTHORIZATION FOR THE CITY ATTORNEY'S OFFICE TO RETAIN OUTSIDE LEGAL COUNSEL TO ASSIST IN THE LEGAL WORK FOR THE UNIVERSITY VILLAGESIUNIVERSITY A1"\1D REGIONAL TECHNOLOGY PARK PROJECT A. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE UNIVERSITY VILLAGES PROCESSING AGREEMENT SUBMITTED BY: REVIEWED BY: B. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE CITY ATTORJ'ffiYS OFFICE TO RETAIN OUTSIDE LEGAL COUNSEL TO ASSIST IN THE LEGAL WORK FOR THE UNIVERSITY VILLAGESIUNIVERSITY A1'1D REGIONAL TECHNOLOGY PARK PROJECT AND AUTHORIZING THE CITY ATTORJ'IEY TO ENTER INTO THE REQUISITE LEGAL SERVICES AGREEMENTS AND ANY A1V,ffiNDMENTST~~ CITY ATTORNEY'~- CITY ATTORJ'IEY SUMMARY In April and May of 2008, the City entered into two separate Land Offer Agreements ("LOAs") with two separate landowners/developers ("Developers") in order to secure land for a University and Regional Technology Park which is envisioned in the Chula Vista General Plan. The LOAs generally provide each Developer the opportunity to develop a maximum of 13,400 dwelling units combined between both ownerships (referred to collectively as the "University Villages Project" or "Project") in exchange for approximately 210 acres of land being conveyed to the City by the Developers for the City's use in ultimately implementing the University and Regional Technology Park. 4/STHS VOTE: YES D NO ~ 14-1 JUNE 23, 2009, ItemJL Page 2 of 4 ENVIRONMENTAL REVIEW A preliminary review of the proposed action was conducted for compliance with the California Environmental Quality Act ("CEQA") and staff has determined and recommends that the City Council fmd and declare that the proposed activity is not a project pursuant to California Code of Regulations Title 14, Division 6, Chapter 3 and therefore is not subject to environmental review. RECOMMEl';l)A nON That the City Council adopt the subject Resolutions. BOARDS/COMMISSION RECOMMENDA nON Not applicable. DISCUSSION While approximately half of the villages that comprise the Otay Ranch have been constructed or entitled, approximately 2,200 acres remain in its natural state and are yet to be entitled or developed. The University Villages Project will entitle the remaining portions of the Otay Ranch. To achieve completion of the University Villages Project and receive the [mal conveyance of the 210 acres for the University and Regional Technology Park, the City must concurrently process a significant number of development applications. These development applications include: 1) a General Plan Amendment ("GPA"); 2) an Otay Ranch General Development Plan Amendment ("GDPA") for both Developers; 3) four Sectional Planning Area ("SPA") Plans; 5) five Tentative Maps for the remaining Otay Ranch Villages (Villages 3, 4, 8, 9 and 10); and 6) five Environmental Impact Reports ("ErRs") (referred to collectively as the "Project Entitlements"). Pursuant to the LOAs all of this work must be completed within a strict 24-month time period, subject to a processing agreement entered into between the City and the Developers ("Processing Agreement") (please see Attachment No.2). Extensive legal work will be required on all aspects of processing the University Villages Project. Although the City Attorney's office has the requisite expertise to process the Project Entitlements, we currently do not possess an appropriate level of staffing to perform this work along with all of the other work that the City Attorney's office processes for the City and its various departments. Therefore, the City Attorney's office contacted several legal firms and asked that they submit a Statement of Qualifications ("SOQ") for our review for selecting a legal firm to assist our office in working on the University Villages Project. The following firms submitted a SOQ: . Nossaman, LLP (Irvine) Remy, Thomas, Moose and Manley, LLP (Sacramento) Latham & Watkins, LLP (San Diego) The Sohagi Law Group (Los Angeles) Luce Forward, LLP (San Diego) Norton, Moore, Adams, LLP (San Diego) . . . . . 14-2 JUNE 23, 2009, Item~ Page 3 of 4 All of the above fIrms are highly qualified and have the capabilities to timely complete the work. Therefore, two important factors that we reviewed in coming to a decision on which law fInn to retain were estimated costs and familiarity with the proposed Project. As for estimated costs, the firms ranked as follows: 1. Luce Forward, LLP (San Diego); $322/hour (including 10% City Discount) 2. Remy, Thomas, Moose and Manley, LLP (Sacramento); $335/hour 3. Norton, Moore, Adams, LLP (San Diego); $340/hour (including 10% City Discount) 4. Nossaman, LLP (Irvine); $355/hour (including 10% City Discount) 5. The Sohagi Law Group (Los Angeles); $375/hour 6. Latham & Watkins, LLP (San Diego); $554/hour In regards to familiarity with the City of Chula Vista all six of the firms have performed work in or in the vicinity of Otay Ranch in either a private capacity or conducting work for the City. For example, the Sohagi Law Group assisted the City Attorney's office with work on the City's General Plan Update in 2005. Specifically concerning the Project, the Nossaman fIrm recently assisted the City Attorney's office in the preparation of the Processing Agreement for the Project. Only one firm, however, Norton, Moore, Adams, LLP, is highly familiar with all aspects of the Project and the Otay Ranch. As Council is aware, a principal of Norton, Moore, Adams, LLP, Ms. Anne Moore, in her previous work with the City Attorney's office, represented the City on all of its land use matters from 1995 to 2008, including: 1) the adoption of the Otay Ranch General Development Plan; 2) the adoption of each of Otay Ranch's SPA Plans, including the Public Facility Financing Plans and Design Guidelines; 3) the adoption of the Otay Ranch Resource Management Plans and all Amendments; 4) representing the City concerning Development Agreements and Tentative and Final Subdivision Maps for Otay Ranch; and 5) representing the City in the successful completion of two identical land offer agreements. Based upon this extensive experience with the City, and specifically, the Otay Ranch and the Project, we believe that Ms. Moore of Norton, Moore, Adams, LLP will provide invaluable historical knowledge of the Otay Ranch and the Project; has extensive knowledge of the City's unique planning process; and has built successful relationships with City staff and the Project Developers; all of which will add to the timely completion of this significant Project for the City. Even though Norton, Moore, Adams, LLP ranks third concerning estimated Project costs, Ms. Moore's extensive experience with the City, the Otay Ranch and the Project outweighs the minimal hourly cost estimate difference between the top three fIrms. Therefore, in light of the foregoing, we recommend that the City Council authorize the City Attorney's office to retain Norton, Moore, Adams, LLP. A Resolution is attached for City Council's consideration authorizing the City Attorney's office to retain Norton, Moore, Adams, LLP to assist in the legal work for the Project and authorizing the City Attorney, or his designee, to enter into the requisite legal services agreements and any future amendments to the legal services agreements. 14-3 JUNE 23, 2009, ItemK Page 4 of 4 DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council Members and has found no property holdings within 500 feet of the boundaries of the property which is the subject of this action. CURRENT YEAR FISCAL IMP ACT There is no current year fiscal impact (FY 08-09) associated with the subject action. Each developer will have a deposit account with the City and pay all costs for the legal consultant work associated with processing the project. ONGOING FISCAL IMPACT There is no ongoing fiscal impact associated with the subject action. Each developer will continue to have a deposit account with the City and pay all costs for the legal consultant work associated with processing the proj ect. ATTACHMENTS 1. Resolution - Approval of Processing Agreement Resolution - Approval of Legal Services Agreement 2. Processing Agreement 3. Legal Services Agreement Prepared by: Office of the City Attorney 14-4 RESOLUTION NO. 2009- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE UNIVERSITY VILLAGES PROCESSING AGREEMENT WHEREAS, in April and May of 2008, the City of Chula Vista ("City") entered into two separate Land Offer Agreements ("LOAs") with two separate landowners/developers ("Developers") in order to secure land for a University and Regional Technology Park which is envisioned in the Chula Vista General Plan; and WHEREAS, the LOAs generally provide each Developer the opportunity to develop a maximum of 13,400 dwelling units combined between both ownerships (referred to collectively as the "University Villages Project" or "Project") in exchange for approximately 210 acres of land being conveyed to the City by the Developers for the City's use in ultimately implementing the University and Regional Technology Park; and WHEREAS, to achieve completion of the University Villages Project and receive the fmal conveyance of the 210 acres for the University and Regional Technology Park, the City must concurrently process a significant number of development applications, including: I) a General Plan Amendment ("GP A"); 2) an Otay Ranch General Development Plan Amendment ("GDPA") for both Developers; 3) four Sectional Planning Area ("SPA") Plans; 5) five Tentative Maps for the remaining Otay Ranch Villages (Villages 3, 4, 8, 9 and 10); and 6) five Environmental Impact Reports ("EIRs") (referred to collectively as the "Project Entitlements"); and WHEREAS, pursuant to the LOAs the Project Entitlements must be completed within a strict 24-month time period subject to a processing agreement entered into between the City and the Developers ("Processing Agreement"); and WHEREAS, the City Attorney's office has negotiated the requisite Processing Agreement; and WHEREAS, after preliminary review the City Council hereby finds and declares that the proposed action is not a project pursuant to the California Environmental Quality Act ("CEQA"), California Public Resources Code Section 21000 et seq. and the State CEQA Guidelines, California Code of Regulations, Title 14, Division 6, Chapter 3, Article 20, Section I 5378(b)(5). The City Council further finds and declares that, with certainty, there is no possibility that the proposed activity in question will have a significant effect on the environment because the proposed action includes only organizational or administrative activities. The City Council further fmds and declares that the underlying discretionary projects that are the subject matter of this action will include environmental review. Therefore, based on the foregoing Findings, the proposed action is not subject to environmental review. 14-5 NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista hereby approves the University Villages/University and Regional Technology Park Project Processing Agreement and authorizes the City Manager, or his designee, to execute the same and any future amendments thereto. Presented by: Approved as to form by: Bart C. Miesfeld City Attorney &-~ Bart C. Miesfeld City Attorney 14-6 RESOLUTION NO. 2009- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE CITY ATTORL'ffiY'S OFFICE TO RETAIN OUTSIDE LEGAL COUNSEL TO ASSIST IN THE LEGAL WORK FOR THE UNIVERSITY VILLAGESIUNIVERSITY A.1"ID REGIONAL TECHNOLOGY PARK PROJECT A.1'JD AUTHORIZING THE CITY A TTORL'JEY TO ENTER INTO THE REQUISITE LEGAL SERVICES AGREEMENTS AND ANY AMENDMENTS THERETO WHEREAS, in April and May of2008, the City of Chula Vista ('"City") entered into two separate Land Offer Agreements ('"LOAs") with two separate landowners/developers ("Developers") in order to secure land for a University and Regional Technology Park which is envisioned in the Chula Vista General Plan; and WHEREAS, the LOAs generally provide each Developer the opportunity to develop a maximum of 13,400 dwelling units combined between both ownerships (referred to collectively as the "University Villages Project" or "Project") in exchange for approximately 210 acres of land being conveyed to the City by the Developers for the City's use in ultimately implementing the University and Regional Technology Park; and WHEREAS, to achieve completion of the University Villages Project and receive the fmal conveyance of the 210 acres for the University and Regional Technology Park, the City must concurrently process a significant number of development applications, including: 1) a General Plan Amendment ('"GP A"); 2) an Otay Ranch General Development Plan Amendment ("GDPA") for both Developers; 3) four Sectional Planning Area ('"SPA") Plans; 5) five Tentative Maps for the remaining Otay Ranch Villages (Villages 3, 4, 8, 9 and 10); and 6) five Environmental Impact Reports ('"ErRs") (referred to collectively as the "Project Entitlements"); and WHEREAS, pursuant to the LOAs the Project Entitlements must be completed within a strict 24-month time period; and WHEREAS, extensive legal work will be required on all aspects of processing the University Villages Project; and WHEREAS, although the City Attorney's office has the requisite expertise to process the Project Entitlements, the City Attorney's office currently does not possess an appropriate level of staffing to perform this work along with all of the other work that the City Attorney's office processes for the City and its various departments; and WHEREAS, the City Attorney's office contacted several legal firms and asked that they submit a Statement of Qualifications ("SOQ") for review for selecting a legal firm to assist the City Attorney's office in working on the University Villages Project; and 14-7 WHEREAS, six highly qualified law firms submitted SOQ's; and WHEREAS, two important factors that were reviewed in coming to a decision on which law firm to retain were estimated costs to timely complete processing of the Project and familiarity with the Project; and WHEREAS, after reviewing all six firms qualifications, the estimated costs to timely complete processing of the Project, the firms familiarity with the Project, and interviewing the firms, it was determined that Norton, Moore, Adams, LLP will provide invaluable historical knowledge of the Otay Ranch and the Project; has extensive knowledge of the City's unique planning process; and has built successful relationships with City staff and the Project Developers; all of which will add to the timely completion of the Project; and WHEREAS, even though Norton, Moore, Adams, LLP ranked third concerning estimated Projects costs, their extensive experience with the City, the Otay Ranch and the Project outweighs the minimal hourly cost estimate differences as compared to the other firms; and WHEREAS, after preliminary review the City Council hereby fmds and declares that the proposed action is not a project pursuant to the California Environmental Quality Act ("CEQA"), California Public Resources Code Section 21000 et seq and the State CEQA Guidelines, California Code of Regulations, Title 14, Division 6, Chapter 3, Article 20, Section 15378(b)(5). The City Council further finds and declares that, with certainty, there is no possibility that the proposed activity in question will have a significant effect on the environment because the proposed action includes only organizational or administrative activities. The City Council further finds and declares that the underlying discretionary projects that are the subject matter of this action will include environmental review. Therefore, based on the foregoing Findings, the proposed action is not subject to environmental review. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista hereby authorizes the City Attorney's office to retain Norton, Moore, Adams, LLP to assist in the legal work for the University Villages. Project and authorizes the City Attorney, or his designee, to enter into the requisite legal services agreements and any future amendments to the legal services agreements. Presented by: Approved as to form by: Bart C. Miesfeld City Attorney (~ Bart C. Miesfeld City Attorney J:\AttomeyWichaeISh\LandOfferAgtsILegalSo:rvicesAgtS\CCReso-3.24.09-Final.doc 14-8 UNIVERSITY VILLAGES/OTAY RANCH PROJECT STAFFING AND PROCESSING AGREEMENT (Otay Land Company, LLC) (pARCELS "B" and "C") This UNNERSITY VILLAGES/OTAY RANCH PROJECT STAFFING AND PROCESSING AGREEMENT ("Agreemenf') is entered into to be effective on , 2009 ("Effective Date") by and between the CITY OF CHULA VISTA ("City") and OTA Y LA1'ID CaMP A1"\!Y, LLC ("OLe'). City and OLC are sometimes singularly referred to herein as a "Party" and collectively as "Parties." This Agreement is made and entered into with respect to the following recitals and in consideration of the following covenants and conditions: 1. PARTIES TO THE AGREEMENT 1.1 City. The City is a chartered municipal corporation ofthe State of California. The City's planning area consists of the incorporated area of the City, and the existing sphere of influence in unincorporated areas with a significant planning relationship to the City. 1.2 OLe. OLC is a limited liability company dilly organized and existing under the laws of the State of Delaware and is authorized to conduct business in the State of California. The entity and persons executing this Agreement on behalf of OLC represent and warrant that such entity and such persons are authorized to sign for and bind such entity and OLC by duly noticed action of the Board of Directors or other dilly authorized body. 292667 - 06/19/09 721592.04180 06583...{J02I6-19.o9/jacldek 14-9 2. OT A Y RANCH PROPERTY and EXISTING APPROVALS 2.1 OLC Property. OLC is the owner of certain real property located in the County of San Diego, California, consisting of approximately 636.5 acres, shown and described on Exhibit "A," which is attached and incorporated by this reference ("Property"). The property is part of the Otay Ranch which is within the incorporated limits of the City. 2.2 Land Offer Agreement. On April 15, 2008, the City Council approved a Land Offer Agreement between the Parties ("LOA") pursuant to which OLC will submit applications for certain discretionary entitlements for development including, but not limited to those land use entitlements described on Exhibit "B" attached hereto and incorporated herein ("Proposed Entitlements''). The City is obligated to process the Proposed Entitlements pursuant to the terms of the LOA and applicable law. The LOA requires the execution of this Agreement to address the details of the entitlement process. 2.3 Processing of Proposed Entitlements. The City and OLC acknowledge that the planning and development of the Otay Ranch is a complex process. The Parties express their mutual understanding, responsibilities and intentions in this Agreement concerning the processing of the Proposed Entitlements for the Property. 2.4 Reimbursement to City. This Agreement also is a means to ensure reimbursement of the City for all costs and expenses it will incur in connection with the City retaining Project Professional Staff(defined in Section 5, below) and City direct and overhead costs associated with the processing of the Proposed Entitlements. 292667 nIS92.04/SD 06583-002/6-19-09/jacldek -2- 14-10 2.5 Project. The proposed project which is the subject of the Proposed Entitlements is ; i ,. ;. , defined as Villages Eight West and Nine of the Otay Ranch as shown on Exhibit "C" consisting of a proposed maximum of 6050 residential dwelling units, 1.8 million square feet of commercial uses and approximately 46.7 acres of open space and other uses ("Project'). 2.6 Studies. Studies, reports or other analysis documentation, including without limitation environmental analysis required by the California Environmental Quality Act (collectively, the "Studies") will be necessary to process the Proposed Entitlements for the Project leading to City Planning Commission and City Council hearings to consider approval of the Proposed Entitlements. 3. PROPOSED ENTITLEMENTS PROCESSING PROGRAM AND SCOPE 3.1 Processing of Proposed Entitlements In General. The City will process the Proposed Entitlements in accordance with this Agreement, State law, applicable City ordinances, resolutions, regulations and policies, and consistent with the terms of the LOA. The Parties agree to meet on a regular basis concerning the status of submittals and processing, and to work cooperatively to promptly identify and resolve issues as they arise. 3.2 CEQA Documentation. The Proposed Entitlements will require environmental analysis and documentation pursuant to the requirements of the California Environmental Quality Act (Pub. Res. Code, 9921000, et seq.) ("CEQA"); the CEQA Guidelines (14 Cal. Code Regs, 9915000, et seq.) ("Guidelines"); and the City's Environmental Review Procedures ("CEQA Documents"). For purposes of this Agreement, the Proposed Entitlements include all CEQA Documents as provided for herein. 292667 121592.04150 Q6583.002/6-19"'{)9/jacfdek -3- 14-11 3,2.1 CEQA Documentation for General Plan Amendment and General Development Plan Amendment. The Parties currently anticipate that as of the effective date of this Agreement, OLC along with the Adjacent Developer (as defined in Section 7) already have or will make application for a General Plan Amendment ("GPA") and Otay Ranch General Development Plan Amendment ("GDPA"). OLe's GP A and GDP A applications will cover the Property ("OLC GPA Entitlements") and it is expected that the GPA and GDPA applications of the Adjacent Developer will cover the real property owned by Adjacent Developer ("Adjacent Developer GPA Entitlements"). The Parties agree that to promote efficiency and to avoid duplication of effort, the GP A and GDP A applications ofOLC and the Adjacent Developer will be concurrently processed by the City to the extent practicable (the GPA and GDPA applications submitted by OLC and the Adjacent Developer are hereinafter collectively referred to as the "GP A Entitlements"). Pursuant to CEQA Guidelines 9 15084(d)(2), City, acting as the Lead Agency for purposes ofCEQA, shall retain an environmental consultant as an Independent Contractor (as defined in Section 5, below) to prepare and process at the direction of City a draft Environmental Impact Report for the GP A Entitlements ("GPA ElK') and any other required CEQA Documents pursuant to CEQA and the CEQA Guidelines ("GPA CEQA Documents"). OLC and Adjacent Developer shall be responsible for bearing all costs associated with,the preparation and processing of the GP A EIR, including but not limited to the Independent Contractor environmental consultant and other Project Professional Staff (as defined in Section 5.1) in accordance with this Agreement and any additional three party agreement(s) and four party agreement(s) between OLC, Adjacent Developer, the City and Independent Contractors. At the time of making its application for the GP A Entitlements, OLC, either independently or in cooperation with the Adjacent Developer, shall submit any Studies (as defined in Section 2.6, above) forreview and use by City in preparing and processing the GP A ElR. 292667 721S92.04/SD 06583.002/6-19-09/jac/dck -4- 14-12 OLC shall timely provide any additional Studies or information reasonably required by City in order to prepare and process both the GP A Entitlements and the GP A EIR. 3.2.2 OLC Project Specific CEQA Documentation. Pursuant to CEQA Guideline S 15084( d)(3), OLC shall submit to City draft CEQA Documents prepared by consultants retained directly by OLC following OLC's submission of an application for OLC Project Specific Entitlements (as defined in Section 4.2, below) ("OLC Project Specific CEQA Documents"); provided, however that City will act as the Lead Agency for purposes of reviewing, processing, finalizing and certifying all OLC Project Specific CEQA Documents. The required OLC Project Specific CEQA Documents prepared by OLC consultants shall be legally adequate and of sufficient quality and completeness to allow City to analyze and determine the impacts of the Project pursuant to CEQA and applicable City regulations; provided, however, that City, acting as Lead Agency, may require revisions to or incorporation of additional Studies and analysis into the OLC Project Specific CEQA Documents to insure their completenessand legal adequacy. 3.2.3 Standards for Preparing and Processing CEQA Documentation. The City and OLC agree to work in close cooperation with regard to the CEQA Documents prior to OLC's submittal thereof for the purpose of identifying and resolving issues and expediting the CEQA process. The City shall (a) undertake the consideration of all required CEQA Documents in the manner required by law; (b) follow all legally prescribed proceedings for the processing of CEQA Documents, including public notices and hearings; and (c) exercise its independent judgment relative to all future Proposed Entitlements and CEQA Documents associated with the Property. 3.3 Proposed Entitlements as Discretionary Actions. OLC acknowledges and agrees that future decisions of the City Council on the Proposed Entitlements described in this Agreement 292667 721592.04/SD 06583..o02l6-19-09/jacfdek -5- 14-13 are discretionary actions and that the City may not enter into an agreement to obligate the City Council to exercise its discretion in a particular manner or for a particular result. This Agreement does not, therefore, in any way create a contractual, legal or equitable obligation by the City or the City Council to approve the Proposed Entitlements or certify any CEQA Documents described in this Agreement. 4. PROJECT SCHEDULE 4.1 Project Schedule; Billing Rates. The City will process the Proposed Entitlements, as identified and shown on the Project Schedule, attached as Exhibit "D" which sets forth a summary schedule for Project processing based upon a more detailed schedule that will be used to manage the Project to completion. Billing rates for Pr?ject Professional Staff (defined in Section 5.1, below) may be adjusted based on changes in salaries, contracts and/or the City's full cost recovery rate, which is subject to change based on periodic evaluation of City's overhead costs. 4.2 Processing of OLC GP A Entitlements and OLC Project Specific Entitlements. The Parties agree to use their reasonable best efforts to process the Proposed Entitlements within the time frames as set forth in the Project Schedule. Notwithstanding the foregoing, the City and OLC acknowledge that the individual line items set forth in the Project Schedule are only estimates and may be subj ect to change from time to time, provided that the Proposed Entitlements shall be considered for approval within the "LOA 24-month Processing Period," as defined below. OLC has filed applications with City for the OLC GP A Entitlements and associated GP A CEQA Documents. OLC anticipates that it will separately and individually file applications for Sectional Planning Area Plans ("SPA Plans"), tentative subdivision maps, an amendment to the Restated and Amended Pre- Annexation Development Agreement between the City and Otay Ranch, L.P., recorded 292667 721592.04150 06533-002l6-19--09/jac/dek -6- 14-14 May 12,1997, and related entitlement docwnents including, but not limited to Public Facilities , f" Financing Plans related solely to the OLC Property (collectively, the "OLe Project Specific Entitlements".) The Parties agree that the Proposed Entitlements will be bundled and concurrently considered by the City for approval. The Parties agree that the twenty-four (24) month time period for processing the Proposed Entitlements pursuant to Section 3.3 of the LOA, as maybe extended, if at all, pursuant to Section 5.9 of the LOA ("LOA 24-month Processing Period") shall commence when the applications specifically described in the "Complete Sectional Planning Area Application Submittal Requirements for the University Land Offer Agreements Projects" attached as Exhibit "E" have been filed with and been deemed complete by the City in accordance with applicable law. Except as otherwise provided in the LOA, the City shall have no liability in monetary damages to OLC for the failure to process the Proposed Entitlements within the LOA 24-month Processing Period and the estimated time frames set forth in the Project Schedule attached as Exhibit "D"; provided that OLC may pursue against the City any and all other available rights and remedies in law or in equity. Nothing herein shall be construed to modify the provisions of the LOA or applicable City regulations with respect to the processing of the Proposed Entitlements. 5. STAFFING 5.1 Project Professional Staff. The City shall hire and assign professional still, including, but not limited to, planners, engineers, inspectors, landscape architects and attorneys (herein referred to collectively as "Project Professional Staff,) for the purpose of processing the Proposed Entitlements, provided that OLC shall contract directly with CEQA consultants as described in Section 3.2.2 hereof or with any other consultants it deems necessary to prepare and process the Proposed Entitlements on its behalf. Proj ect Professional Staff shall consist of Permanent City Employees, "Temporary Expert Professionals" who are temporary City employees 292667 721592.04/SD 06583..{)02t'6-19-09/jacldek -7- 14-15 and "Independent Contractors" who are consultants retained by and working for the City. 5.1.1 Hiring Responsibility. OLC agrees that the City is solely and exclusively responsible for the hiring of the Project Professional Staff, and that OLC understands that it has no right to select the Project Professional Staff that will be assigned to processing the Proposed Entitlements. OLC shall not have any involvement in the City's final hiring decision, or the City's employment relationship with the Project Professional Staff. The City shall retain full rights to supervise the work of the Project Professional Staff and ensure that the Project Professional Staff exercises full and complete independence from OLC in connection with work performed on the Proposed Entitlements. The City shall retain full rights to discipline and terminate the Project Professional Staff as the City deems appropriate. 5.1.2 Reassignment. OLC agrees that the City shall have the absolute discretion to reassign the Project Professional Staff to other projects as the City deems necessary and to hire additional Project Professional Staff or terminate Project Professional Staff; provided, however, in the event the City assigns the Project Professional Staff to other work, OLC shall not have the obligation to pay for the time spent by Project Professional Staff on such reassigned work nor the time spent to educate replacement Proj ect Professional Staff regarding the Proposed Entitlements. The City shall endeavor to keep such reassignments to a minimum, and shall notifY OLC in advance, when possible, of such reassignments. 5.1.3 Access to Staff. Notwithstanding Section 5.1.1, above, the City shall take all steps necessary to ensure that OLC has regular and continuous access to the Project Professional Staff by and through the City Staff during the processing of the Proposed Entitlements. To implement this provision, the Project Professional Staffwill schedule regular meetings with OLC 292667 721592.04ISD 06583-o02l6-19-09/jaddek -8- 14-16 and others to facilitate the expeditious processing of the Proposed Entitlements. Among other things, at such regularly scheduled meetings Project Professional Staff will continuously notify and advise OLC of the proj ected need for additional time, costs and expenses pursuant to Section 5.2.2 below, which shall be subject to the reasonable approval of OLe. In the event that OLC and Project Professional Staff are unable to resolve any differences which may arise during the processing of the Proposed Entitlements, or in the event of differences between City departments regarding the Project, the Deputy City Manager/Development Services Director shall timely adjudicate such disagreements and seek a mutually acceptable resolution. 5.2 Payment of Staff Time. OLC understands that the City has relied on its representation that OLC intends to continue to process its Proposed Entitlements for the term of this Agreementand as a result of this representation, the City will assign specific City employees, hire new City employees and enter into employment contracts with Temporary Expert Professionals to work on the processing of such Proposed Entitlements. In the event that OLC, or other entities outside the City's control, take actions that wouldresult in suspending or stopping the processing of the Proposed Entitlements such that work is not required from the Project Professional Staff, OLC agrees to pay the amounts incurred for up to a 30 day period based on the actual work completed on the Proposed Entitlements during such 30 day period. The 30 day period shall connence from the date the City receives written notice of such suspension stoppage from OLC, or the date City notifies OLC in writing that the City is suspending or stopping work on processing the Proposed Entitlements as authorized by the LOA due to circumstances outside of the City's control. 5.2.1 Written Notification. OLC or City, as the case may be, shall provide immediate written notification to the other party of suspension or stoppage of work on the processing of the Proposed Entitlements. Upon receipt of said notice, the City shall make, in its discretion, a 292667 n1592.04lSD Q6583-002/6-1!Ml9/jaddek -9- 14-17 good faith effort to reassign staffto other cost recoverable work. OLC shall not be responsible to . pay that portion of the Project Professional Staff's time that is assigned to other cost recoverable work. Notwithstanding any other provisions of this Agreement to the contrary, the City shall have sole discretion in assignments or reassignment of Project Professional Staff. 5.2.2 Additional Time. In the event the Project Professional Staffworks more than 40 hours per week, averaged monthly, on the Proposed Entitlements, OLC shall pay for the Project Professional Staff's additional time, costs and expenses in accordance with the then applicable billing rates. 5.2.3 Monitor. The City shall monitor and control the costs incurred by the Project Professional Staffwith respect to the processing of the Proposed Entitlements, so that unnecessary staff costs and time delays can be avoided. The City shall maintain time and billing records of the time spent by the Project Professional Staff. The City will include such records in the monthly billing statements to OLC. 6. COSTS AND PAYMENT 6.1 OLC to Pay Costs of Project Professional Staff. OLC shall pay the City for the Project Professional Staff's costs and expenses, including all of the City's direct and overhead costs related thereto as a result of processing the Proposed Entitlements. The billing rates are subject to change from time to time based on changes to staff assignments, salaries and/or changes to the City's full cost recovery rate and contracts with Temporary Expert Professionals and Independent Contractors. The billing rates charged for City employees under this Agreement shall be the standard rates charged to other development applicants within the City. The City shall notifY OLC 292667 721592.04/50 06583..(102f6.19-09/jacldek -10- 14-18 in advance of such adjustments thirty (30) days prior to their effectiveness. The Parties shall work cooperatively to contain costs and promote efficient processing of the Proposed Entitlements. 6.2 Monthly Billing Statements. Within fifteen (15) days after the end of each month, the City shall submit to OLC monthly billing statements for the actual staff time and costs incurred in working on processing the Proposed Entitlements. Each monthly statement shall be accompanied by the City's monthly staff time report. The time sheets to be used by the Staff shall be in substantial compliance with the City's standard time sheet form. Each monthly invoice shall identify the specific services performed, the time spent on each item and the specific cost incurred. The City's monthly billing statements shall also include the time and billing records from contracted Temporary Expert Professionals, Independent Contractors and any other consultants who perform work which is necessary and reasonable for the processing of the Proposed Entitlements. Upon request the City will provide OLC with additional documentation reasonably required to support third party costs and expenses incurred. 6.3 Payment of Costs by OLC In-lieu of Application Fees. The payment ofall costs of applying for and processing the Proposed Entitlements by OLC pursuant to the terms and conditions of this Agreement, which will reimburse City in full for its processing costs, shall be in-lieu of but not be deemed a waiver of any requirement to pay City's normal application and processing fees, and therefore, the City will not require OLC to pay any of the City's application fees associated with the processing of the Proposed Entitlements. 6.4 OLC Account; Deposits. OLC agrees to deposit for OLC's account with the City the amount of $50,000.00 ("Initial Deposif') into a separate discrete account maintained by the City for OLC's benefit from which the City may draw in accordance with this Agreement ("OLe 292667 72IS92.04/SD 06S83-002l6-19-Q9/jacldek -11- 14-19 Accounf'). After the conclusion of the Proposed Entitlements process, or in the event of termination pursuant to Section 8 of this Agreement, ifanyportion of the Initial Deposit remains, the City shall return the balance of the Initial Deposit, or any Additional Deposits as defined below in this Section 6.4, to OLC without interest thereon. If, during the term of this Agreem~nt, the Initial Deposit balance becomes negative after paying to City all amounts due pursuant to this Agreement, then, upon notice of the same from City, OLC shall, within thirty (30) days after receipt of such notice, replenish the OLC Account by depositing such additional amounts ("Additional Deposits") needed to maintain the balance of the OLC Account in the minimum amount of the Initial Deposit. The notice shall be deemed to have been received by OLC 72 hours after it has been mailed by the City. OLC understa.nds that the City shall have the right to draw upon the Initial Deposit or Additional Deposits, as the case may be, to reimburse the City for any amounts unpaid by OLC upon the City's presentation of the monthly billing statement as provided in Section 6.5, below. 6.5 Payment of Monthly Statement. OLC shall pay each monthly statement within 30 days after receipt of the statement. The statement shall be deemed received by OLC 72 hours after it has been mailed by the City. Should OLC have a dispute with the City over the billing, OLC shall promptly submit a letter describing its objections to such invoice(s). The City and OLC shall resolve all disputes over any objectionable billing statements within fifteen (15) days after receipt of the OLC obj ection letter and OLC shall pay the invoice, as it may be revised pursuant to agreement between the Parties, within five (5) business days of the resolution of the dispute. The City shall have the right, and OLC agrees that City may suspend processing of the Proposed Entitlements and the LOA 24-month Processing Period in the event that OLC fails to' make timely payment on any monthly billing statement or to make Additional Deposits into the OLC Account as required by Section 6.4, until such time as the appropriate payment is made. 292667 n1592.04/SD Q6583-Q02I6-.19-09Ijaddck -12- 14-20 7. ALLOCATION OF CERTAIN COSTS WITH ADJACENT DEVELOPER 7.1 CPA EIR Cost Share. The Parties anticipate that concurrently with the City's processing of the Proposed Entitlements, adjacent property owners within Otay Ranch, including JJJ&K Investments Two, LLC, OV Three Two, LLC and RR Quarry, LLC (collectively, "Adjacent Developer"), also will be processing certain development entitlements pursuant to a separate Land Offer Agreement with the City, as approved by the City Council on May 20,2008. With respect to processing the GPA EIR required for the OLC Project and Adjacent Developer's proposed development project, OLC and Adjacent Developer have agreed that OLC shall be responsible for paying 45% of the processing costs, and Adjacent Developer shall be responsible for paying 55% of the costs of GP A EIR ("GPA EIR Cost Share"). City acknowledges and agrees that if Adjacent Developer elects not to proceed with processing land use entitlements for its property or fails to timely pay its GP A EIR Cost Share, such events shall not be deemed a default or breach by OLC under this Agreement, and City shall not delay or refuse to process 0 LC' s Proposed Entitlements or the GP A EIR by reason thereof; provided, however, that OLC thereafter shall pay 100% of the cost necessary to process the GP A EIR applicable to the Property. OLC shall not be responsible for costs or expenses incurred by the Adjacent Developer in connection with Adjacent Developer GPA Entitlements or project specific entitlements for the Adjacent Developer's land. lfthe City, for whatever reason, ceases to process Adjacent Developer's GP A Entitlement applications pursuant to the Processing Agreement between the City and Adj acent Developer, then City and OLC shall meet and determine .the modifications to the GP A EIR and OLC GP A Entitlement applications, if any, necessary to continue processing the Proposed Entitlements. The goal shall be to modify the OLC GP A Entitlement applications to include only those components or features of Adjacent Developer's application which are required in connection with the OLC GP A Entitlement applications. The 292667 721592.04lSD 06S83-002/6-19-09/jac/dek -13- 14-21 Parties acknowledge the significant overlap between OLC's Proposed Entitlements and the proposed land use entitlements for Adjacent Developer's property in the GP A Entitlements. Altematively, the City may choose, in its sole discretion, to process the Adjacent Developer GP A Entitlements at City expense. 7.2 GPA EIR Cost Share Responsibility. City may cease to process the GPA Entitlement applications of either OLC or the Adjacent Developer (the" Withdrawing Applicant") if, including without limitation the Withdrawing Applicant (a) voluntarily withdraws its applications or (b) fails to make timely payments as required by Section 6.5 oftbis Agreement or Section 6.5 of Adjacent Developer's Processing Agreement with the City, and the remaining applicant is thus required to pay 100% of the processing costs associated with the GP A ErR. as described in Sections 3.2.1 and 7.1 above. The City agrees that it shall not thereafter process any application from the Withdrawing Applicant, or its successor in interest, for property described in the applicable LOA without first collecting from the Withdrawing Applicant its GP A ErR. Cost Share as set forth in Section 7.1 above, plus interest at the prime rate of interest published by the Wall StreetJournal and adjusted monthly on the first day of each month ("Accrued Interest") and reimbursing therefrom to remaining applicant the amount of the Withdrawing Applicant's GP A ErR. Cost Share, plus Accrued Interest. This Section 7.2 shall not be interpreted to prevent OLC from proceeding with the Proposed Entitlements in the event Adjacent Developer ceases to process the Adjacent Developer GP A Entitlements for any reason. 7.3 GPAEIR Cost Share Reimbursement Dispute Waiver. In the event OLC is the Withdrawing Applicant, OLC agrees that it will not assert, and hereby waives any claim, that the City is obligated to process OLC's Proposed Entitlements should OLC, as a Withdrawing Applicant, fail or refuse to first pay OLC's GP A ErR. Cost Share as required by Section 7.1 of this Agreement. 292667 721592.04l5D 06583.002I6-19-09/jac/dek -14- 14-22 Moreover, OLC agrees that ifit is a Withdrawing Applicant, it may not dispute, and hereby waives any claim, regarding the billing statements which comprise OLC' s GP A EIR Cost Share payable at the time OLC, as the Withdrawing Applicant, subsequently requests the City to re-initiate the processing ofOLC's GP A Entitlements and OLC's Proposed Entitlements for OLC's Property. The Parties acknowledge and agree that this Section 7.3 regarding its waiver to dispute billing statements is applicable only to OLC as a Withdrawing Applicant if it seeks to reinitiate GP A Entitlements applications, and does not apply to OLC as it processes the OLC Project Specific Entitlements in the normal course pursuant to this Agreement. Under all circumstances in which OLC is not a Withdrawing Applicant, OLC's right to review and dispute billing statements for OLC's GPA Entitlement and OLC Project Specific Entitlement applications is governed by Section 6 of this Agreement. 8. TERM OF AGREEMENT AND TERMINATION RIGHTS 8.1 Term. This Agreement shall become effective on the Effective Date and, unless earlier terminated pursuant to the terms of this Agreement, shall continue in effect for a term consistent with the term of the LOA. The term of this Agreement may be extended by the further written agreement of the Parties. 8.2 Obligations Upon Termination. Upon termination of this Agreement, no party shall have any further right or obligation under the Agreement except with respect to any obligations to have been performed prior to the termination or with respectto any default in the performance of the provisions of this Agreement which occurred prior to the termination. 8.3 Rights of Termination. Notwithstanding the term of this Agreement as provided in Section 8.1, OLC and the City shall have the unilateral rightto terminate this Agreement as provided 292667 72IS92.04ISD 06583-002l6-19-09/jaddek -15- 14-23 in the LOA, subject to the payment by OLC for any services rendered by the City prior to termination of this Agreement in accordance with Section 6, above. 9. OTHER PROVISIONS 9.1 Integrated Agreement. This Agreement constitutes the final agreement between the Parties and supersedes all prior oral or written negotiations, discussions, communications, promises, covenants, understandings or representations between the City and OLC regarding the subject of this Agreement. Notwithstanding the foregoing, the Parties acknowledge that the provisions of any other written mutual agreements shall remain in full force and effect., In the event of any inconsistency between the terms and conditions of the LOA and this Agreement, the terms of the LOA shall govern. 9.2 Modifications and Amendments To Be In Writing. This Agreement may not be modified or amended except by a writing duly executed by both Parties to this Agreement. 9.3 Constrnction and Interpretation Of The Agreement. Both Parties to this Agreement acknowledge that they have been represented by counsel in respect to the negotiation and drafting of this Agreement, and that no provision of this Agreement shall be construed or interpreted by reference to the extent to which either party participated in the drafting of this Agreement, or any part thereof. 9.4 Notices. All notices required or permitted by this Agreement shall be in writing and may be delivered in person (by hand delivery or professional messenger service) to either Party or may be sent by registered or certified mail, with postage prepaid, return receipt requested or delivered by Express Mail of the U.S. Postal Service or Federal Express or any other courier service 292667 72IS92.04JSD 06583-Q02l6-19-09Ijacldck -16- 14-24 guaranteeing overnight delivery, charges prepaid, or may be transmitted by facsimile transmission and addressed as follows: To the CityofChula Vista: Mr. Gary Halbert Deputy City ManagerlDevelopment Services Director City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 With a copy to: Michael J. Shirey Deputy City Attorney City ofChula Vista 276 Fourth Avenue Chula Vista, CA .91910 To Otay Land Company LLC: Otay Land Company, LLC 1903 Wright Place, Suite 220 Carlsbad, CA 92008 Attn: Mr. Curt Noland With a copy to: Jeffrey A. Chine Allen Matkins Leck Gamble Mallory & Natsis LLP 501 West Broadway, 15th Floor San Diego, CA 92101 Any such notice sent by registered or certified mail, return receipt requested, shall be deemed to have been duly given and received seventy-two (72) hours after the same is so addressed and mailed with postage prepaid. Notices delivered by overnight service shall be deemed to have been given twenty-four (24) hours after delivery of the same, charges prepaid, to the U.S. Postal Service or private courier. If any notice is transrnitted by facsimile transmission or similar means, the same shall be deemed served or delivered upon confirmation of transmission thereof. Any notice or other document sent by any other manner shall be effective only upon actual receipt thereof. Any 292667 721592.04/SD 06583...o02l6-19-09/jac/dek -17- 14-25 Party may change its address for purposes of this paragraph by giving notice to the other Party as provided herein. 9.5 No Waiver of Any Default. No waiver of any default by any party to this Agreement shall be implied from any omission by any other party to take any action in respect of such default. No such waiver shall be effective unless expressly evidenced by a writing duly executed by the party waiving the default. No waiver of any default shall be deemed to be a waiver of any other or subsequent default. 9.6 Attorneys' Fees. In any action or proceeding arising under this Agreement or to enforce the provisions of this Agreement, each of the Parties shall bear its own attorneys' fees and costs; provided that in connection with any dispute between the parties arising out of or relating to the LOA 24-month Processing Period defined in Section 4.2 hereof, the prevailing party shall be entitled, in addition to any other relief, to recover its reasonable attorney's fees and all other costs reasonably incurred. The Parties acknowledge and agree that this Section 9.6 differs from the attorneys' fees provision contained in Section 5.2.1 of the LOA and it is the intention of the Parties that this Section 9.6 shall control with regard to this Agreement. 9.7 No Reliance. The Parties represent and warrant that they have read this Agreement in its entirety and fully understand the same, that they have had an opportunity to consult legal counsel, and that they are relying solely upon their ownjudgrnent and/or the advice of their own legal counsel in entering into this Agreement, and that no promise, inducement, representation or agreement not contained herein has been made to them by any other person. This Agreement shall not be construed as if it had been prepared by only one Party, but rather as if both Parties have prepared the same. 292667 721 59204/5D 06583-002l6-19..Q9/jacldek -18- 14-26 9.8 Severability Ifany term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the nature and purpose of this Agreement. 9.9 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State ofCalifomia. 9.10 No Third Party Beneficiaries. The only Parties to this Agreement are the City and OLC., There are no third party beneficiaries, and this Agreement is not intended, and shall not be construed, to benefit or be enforceable by any other person whatsoever. 9.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party's control (including the party's employment force), governmental regulations beyond the City's reasonable control, court actions (such as restraining orders or injunctions), or other causes beyond the party's reasonable control. If any such event shall occur or should delays be caused by Owner failing to submit plans or other documents in a timely manner that causes a delay in the City's processing of the Proposed Entitlements, orrequests further changes or amendments to the Project or Proposed Entitlements, the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years. 9.12 Hold Harmless. OLC shall defend, indemnify and hold harmless the City, its elected and appointed officers and employees, from and against any claims, suits, actions or proceedings, 292667 721592.04I8D Q6583-002l6..19-09/jacldck -19- 14-27 judicial or administrative, for writs, orders, injunction or other relief, damages, liability, cost and expense (including without limitation attorneys ' fees) arising out of City's actions in exercising any discretion to this Agreement including, but not limited to, the giving of proper environmental review, the holding of public hearings, the extension of due process rights, except only for those claims, suits, action and/or proceedings arising from the sole negligence or sole willful conduct of the City, its officers or employees in defending against such claims, whether the same proceed to judgment or not. Further, OLC, at its own expense, shal1, upon written request by the City, defend any such suit or action brought against the City, its officers, agents or employees pursuant to the terms of the LOA. 9.13 Agreement Executed In Counterparts. This Agreement may be executed in counterparts, an of which shall constitute a single Agreement. 9.14 Agreement Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the successors in interest and assigns of the Parties as to any of an of the Property until released by the mutual consent of the Parties. 9.15 Exhibits. An exhibits referred to in this Agreement are attached, and are a part of, this Agreement. [Signatures on Fol1owing Page] 292667 721S92.04/SD 06583-002l6-.19-Q9Ijacldek -20- 14-28 SIGNATURE PAGE: Date: THE CITY OF CHULA VISTA Jim Sandoval, City Manager Date: OTA Y LAND CaMP ANY LLC, a Delaware limited liability company By: HomeFed Corporation Its: Managing Member By: Its: APPROVED AS TO FORM: Bart C. Miesfeld City Attorney ::ODMA\PCDOC5\SD\710978\2 292667 721592.04ISD 06583.4)02l6-19.09ljacldek -21- 14-29 EXHIBITS TO AGREEMENT Exhibit A: The Property (To be provided by OLC) Exhibit B: Proposed Entitlements (To be provided by City) Exhibit C: Depiction of Otay Ranch Village (To be provided by OLe) Exhibit D: Project Schedule (To be provided by City) Exhibit E: Complete Sectional Planning Area Submittal Requirements for the University Land Agreement Projects(Draft being reviewed by OLC and City) 721592.04l$D 065g3-002/6~19-09/jacJdek -22- 14-30 EXHIBIT "A" LEGAL DESCRIPTION THOSE PORTIONS OF LOTS 16, 1718,27 AND 28 OF OTAY RANCHO, IN THE COUNTY OF SAN DIEGO STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF, NO. 862 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; FEBRUARY 7,1900 AND AS SHOWN ON RECORD OF SURVEY 16504 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 9, 2000, MORE PARTICULARLY DESCRIBED AS FOLLOWS: OTAY LAND COMPANY PARCEL "B" LOTS 27 AND 28 OF OTAY RANCHO, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 862, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 7,1900. EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: COMMENCING AT THE CORNER WHICH IS COMMON TO LOTS 23, 24, 27, AND 28 OF SAID OTAY RANCHO; THENCE SOUTH 71'16'00" WEST (RECORD: . SOUTH 72013;00" WEST), A DISTANCE OF 544.20 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 17"31'00" WEST (RECORD: NORTH 16034'00" WEST), A DISTANCE OF 97.14 FEET; THENCE NORTH 61 '08'00" WEST, A DISTANCE OF 1,225.69 FEET; THENCE SOUTH 28059'39" WEST, A DISTANCE OF 449.11 FEET; THENCE SOUTH 38046'05" EAST, A DISTANCE OF 980.94 FEET; THENCE 74004'00" EAST, A DISTANCE OF 810.00 FEET; THENCE NORTH 15056'00" WEST, A DISTANCE OF 195.88 FEET; THENCE NORTH 17"31'00" WEST, A DISTANCE OF 66.13 FEET, RETURNING TO SAID TRUE POINT OF BEGINNING. . ALSO EXCEPTING THEREFROM THOSE PORTIONS OF SAID LOTS 27 AND 28 CONVEYED BY SAN DIEGO LAND COMPANY TO THE SOUTHERN CALIFORNIA MOUNTAIN WATER COMPANY, BY DEED DATED APRIL 11, 1912, AND RECORDED JUNE 24, 1912 IN BOOK 570, PAGE 113 OF DEEDS, RECORDS OF SAN DIEGO COUNTY, THE PARCELS OF LAND SO CONVEYED TO SAID WATER COMPANY BEING THE SOUTH 492.5 FEET OF THE EAST 506 FEET OF LOT 4'OF SAID OTAY RANCHO AND STRIP OF LAND VARYING IN WIDTH FROM 100 FEET TO 50 FEET FOLLOWING THE LINE OF THE RIGHT OF WAY OF THE OTAY-SAN DIEGO PIPE LINE AND THE RIGHT OF WAY OF THE OTAY-CORONADO PIPE LINE, AS DESCRIBED IN SAID DEED AND SHOWN ON THE MAPS WHICH ARE ATTACHED TO AND MADE A PART OF SAID INSTRUMENT, REFERENCE BEING HEREBY MADE TO THE RECORD OF SAID INSTRUMENT FOR A MORE PARTICULAR DESCRIPTION OF SAID PARCELS. 0:\1 6013<i.OO\ExhibiIS\LEGAL\lcg_l 6J-cx-<J.dot: P:lge lof4 14-31 EXHIBIT "A" LEGAL DESCRIPTION ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED AS PARCEL 3 IN AMENDED COMPLAINT IN CONDEMNATION CIVIL NO. 79-0907-N. RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY. JANUARY 15.1980 AS DOCUMENT NO. 80-137651. CONTAINING 278.72 ACRES, MORE OR LESS. OTAY LAND COMPANY PARCEL "C" LOTS 16. 17 AND 18 OF OTAY RANCHO, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA. ACCORDING TO MAP THEREOF NO. 862, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY. FEBRUARY 7. 1900, EXCEPTING THEREFROM THAT PORTION OF SAID LOT 17, CONVEYED BY SAN DIEGO LAND COMPANY TO THE SOUTHERN CALIFORNIA MOUNTAIN WATER COMPANY, BY DEED DATED APRIL 11, 1912, AND RECORDED JUNE 24, 1912 IN BOOK 570. PAGE 113 OF DEEDS. RECORDS OF SAN DIEGO COUNTY, THE PARCELS OF LAND SO CONVEYED TO SAID WATER COMPANY BEING THE SOUTH 492.5 FEET OF THE EAST. 506 FEET OF LOT 4 OF SAID OTAY RANCHO AND STRIPS OF LAND VARYING IN WIDTH FROM 100 FEET TO 50 FEET FOLLOWING THE LINE OF THE RIGHT OF WAY OF THE OTAY-SAN DIEGO PIPE LINE AND THE LINE OF THE RIGHT OF WAY OF THE OTAY-CORONADO PIPE LINE. AS DESCRIBED IN SAID DEED AND SHOWN ON THE MAPS WHICH ARE ATTACHED TO AND MADE A PART OF SAID INSTRUMENT. REFERENCE BEING HEREBY MADE TO THE RECORD OF SAID INSTRUMENT FOR A MORE PARTiCuLAR DESCRIPTION OF SAID PARCELS. ALSO EXCEPTING THEREFROM THAT PORTION OF LOTS 17 AND '18 CONVEYED TO THE STATE OF CALIFORNIA IN DEED RECORDED SEPTEMBER 1, 2005 AS DOCUMENT NO, 2005-0759298 LYING SOUTHWESTERLY OF THE FOLLOWING DESCRIBED UNE: O:\J 60 I 36.00\Exhibits\LEGAL\lcg_1 Cl3-c..x-ll..doc Pll.ge 2 of4 14-32 EXHIBIT "A" LEGAL DESCRIPTION BEGINNING AT A 2" IRON PIPE WITH DISC STAMPED "R.C.E. 22606" PER RECORD OF SURVEY NO. 16504, RECORDED MARCH 9TH, 2000 IN THE OFFICE OF SAID COUNTY RECORDER, SAID PIPE MARKING THE NORTHEAST CORNER OF LOT 2 3 OF SAID OTAY RANCHO, AND BEARING NORTH 71057'57" EAST 804.798 METERS FROM A 2" IRON PIPE WITH DISC STAMPED "L.S. 5284" MARKING THE SOUTHWEST CORNER OF LOT 10 OF MAP NO. 14432, RECORDED AUGUST 30TH, 2 0 02 IN THE OFFICE OF SAID COUNTY RECORDER; THENCE SOUTH 18040'36" EAST 324.223 METERS TO A POINT HEREIN REFERRED TO AS POINT "A"; THENCE CONTINUING SOUTH 18040'36" EAST 178.898 METERS TO THE BEGINNING OF A NON-TANGENT 1629.700 METER RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL BEARING TO SAID BEGINNING BEARS NORTH 62020'18" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 03046'15" A DISTANCE OF 107.257 METERS; THENCE NON-TANGENT TO SAID CURVE SOUTH 66004'27" WEST 2.000 METERS TO THE BEGINNING OF A NON-TANGENT 1627.700 METER RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL BEARING TO SAID BEGINNING BEARS NORTH 66006'33" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07"22'45" A DISTANCE OF 209.633 METERS; THENCE NON-TANGENT TO SAID CURVE SOUTH 46012'45" EAST 7.041 METERS TO THE BEGINNING OF A NON-TANGENT 1631.200 METER RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL BEARING TO SAID BEGINNING BEARS NORTH 73042'11" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01037'25" A DISTANCE OF 46.228 METERS; THENCE SOUTH 75019'37" WEST 3.500 METERS TO THE BEGINNING OF A 1627.700 METER RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04031'29" A DISTANCE OF 128.541 METERS; THENCE NON-TANGENT TO SAID CURVE SOUTH 18040'36" EAST 87.291 METERS; THENCE SOUTH 08000'06" EAST 19.092 METERS; THENCE SOUTH 11041'19" EAST 24.481 METERS; THENCE SOUTH 16027'43" EAST 24.874 METERS; THENCE SOUTH 20032'09" EAST 26.118 METERS; THENCE SOUTH 20053'50" EAST 30.314 METERS; THENCE SOUTH 04019'10" WEST 29.530 METERS; THENCE SOUTH 06003'38" 0:\ 160 136.00\Exhi bits\LEGA L \leg-163-cx~a.doc Page 3 of4 14-33 EXHIBIT "An LEGAL DESCRIPTION WEST 77.800 METERS; THENCE SOUTH 05049'22" WEST 22.546 METERS; THENCE NORTH 79053'42" EAST 32.402 METERS; THENCE SOUTH 01031'37" WEST 25.439 METERS; THENCE SOUTH 06034'53" WEST 11.008 METERS; THENCE SOUTH 45000'54" WEST 30.733 METERS; THENCE SOUTH 01 24'21" WEST 77.485 METERS; THENCE SOUTH 11 22'20" WEST 30.117 METERS; THENCE SOUTH 13045'02" WEST 28.527 METERS; THENCE SOUTH 31010'10" WEST 28.222' METERS; THENCE SOUTH 16 38'48" WEST 22.806 METERS; THENCE SOUTH 08 41'59" WEST 25.640 METERS; THENCE SOUTH 17028'45" WEST 27.925 METERS; THENCE SOUTH 25054'42" WEST 26.053 METERS; THENCE SOUTH 01051'20" WEST 90.226 METERS; THENCE SOUTH 12017'55" EAST 34.960 METERS; THENCE SOUTH 03015'57" WEST 31.934 METERS TO THE BEGINNING OF A NON- TANGENT 63.657 METER RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL BEARING TO SAID BEGINNING BEARS SOUTH 77041'34" EAST; THENCE SOUTHWESTERLY AND WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 76000'21" A DISTANCE OF 84.444 METERS; THENCE NON-TANGENT TO SAID CURVE SOUTH 16012'00" WEST 157.318 METERS TO THE BEGINNING OF A 1561.900 METER RADIUS CURVE CONCAVE EASTERLY; THENCE ALONG THE ARC OF SAID CURVE SOUTHERLY 634.612 METERS THROUGH A CENTRAL ANGLE OF 23016'47" TO A POINT ON THE SOUTH LINE OF LOT 25 OF SAID OTAY RANCHO, SAID POINT BEING THE POINT OF TERMINUS AND BEARING NORTH 71022'55" EAST 2555.510 METERS FROM A 2" IRON PIPE WITH DISC STAMPED "R.C.E. 22606" PER SAID RECORD OF SURVEY, SAID PIPE MARKING THE SOUTHWEST CORNER OF LOT 3 6 OF SAID OTAY RANCHO. ALSO EXCEPTING THEREFROM THAT PORTION OF LOT 16 CONVEYED TO THE COUNTY OF SAN DIEGO IN DOCUMENT RECORDED FEBRUARY 28, 2006 AS DOCUMENT NO. 2006-0139662. CONTAINING 373.00 ACRES. MORE OR LESS. DESCRIBED PARCELS CONTAINING A TOTAL OF 651.72 ACRES MORE OR LESS, AS SHOWN ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. L . -I; '/0 of?> . KOEPKE, t. .7841 ATE SE EXPIRES 12/31/2008 PREPARED UNDER THE DIRECTION OF: 0:\160 13G.OO\Exhlbits\LEGAL\Jcg-163-cx.~a.doc Page 4 of 4 14-34 ~ EXHIBIT "Aue ~~ >lc,;;:~ . ~'l'.;.'l'~ LEGEND c::::J SUSJECT PROPERTY EAST H ST. + OLC OTAYLAND COMPANY DESIGNA TED NOTES OTA Y VALLE ROAD ,. ALL BEARINGS SHOfIN ARE PER R.O.S. 15504, RECORDeD J/9/2000, AS RLe NO. 2000-12068.]. IN THE COUNTY OF SAN DIEGO. STA TE OF CALIFORNIA. 8 VICINITY MAP AREA TOTALS NOT TO SCALE OLC PARCEL "S" OLC PARCEL "C" TOTAL TOTAL FEE ARlA = 278.72 ACRESI TOTAL FEE AREA ~ 37J. 00 ACRES: 551.72 ACRES: DESCRIPTION EXCEPTIONS OLC PARCEL "S"ITEMS: 1 SAN DIEGo-OTA Y PIPeLINE RIGHT OF WA Y. AS SHOfIN IN DEED BOOK 937, PAGE 46.]. RECORDED 7/14/1923 J1: DEED SOOK 598, PAGE 54, RECORDED 12/20/1912. 2 SOUTH SAN DIEGO RESERVOIR. PORTION OF LOT 28 &- 27 GRANTED TO THE CITY OF SAN DIEGO IN DEED RECOROm 8/22/1972 UNDER RLE/pAGE NO. 2222572, OFFICIAL RECORDS. 3 SAN DIEGO-CORONADO PIPELINE RIGHT OF WA Y. AS SHOfIN IN DEED SOOK 570. PAGE 11.]. RECOROED 6/24/1912. 4 PARCEL J IN AMENDED COMPLAINT IN CONOEMNATlON CIVIL NO. 79-0907-N, RECORDED IN THE OFl'7CE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY. JANUARY 15, 1980 AS DOCUMENT NO. 80-1J7551 OLC PARCEL "C"ITEMS 5 PORTION OF LOT 17, CONVEYED TO THE SOUTHERN CALIFORNIA MOUNTAIN WA TER COMPANY. SY DEED OA TED APRIL 11. 1912, AND RECORDED ./UNE 24, 1912 IN SOOK 570. PAGE 11J OF DEEDS. OFFICIAL RECORDS- 5 PARCEL 32018-1, A PORllON WLOrs 17 J1: 18 OF OTA YRANCHOIN THEClTYOFCHULA I1STA, COUNTYOFSAN DIEGO. GRANTED TO THE STA TE OF CALIFORNIA IN DEED RECOROED 9/1/2005 UNDER Doc. NO. 2005-0759298. 7 PORllON OF LOT 16 CONVEYED TO THE COUNTY OF SAN DIEGO IN DEED RECORDED 2/28/2006 AS DOC. NO. 2006-DIJ9552. ii: '" ..: I /::: ~ "-i ::L ::J - - liE .9- ~ ;e PREPARED BY.' OWNERSHIP EXHIBIT OTAY RANCH, LLC C;:OUNTY OF SAN DIEGO OA TE: 04 10 '2008 DIIG: 16JV EXOn 1 JOB . 15015J.00 DRAfIN BY' DSB SHEET: 1 OF J STANTEC CONSUlTING tNC~ 277 RANCHEROS DRIVE . SUITE 300 $AN fv\ARCOS, CA 92069 760.891.3200 ~~ <:; Stantec 14-35 j J~ ~ '" '"' I '" ~ <<i i!. ~ - ~ '" ~ ~~ ~ 'ili:;;r - ~' '" stante<: EXHIBIT "A" I 29 33 "'" ',', ',,', " . . ',' ...." . . '. '.' . . .: :: :. .: " . \<:\.:.::\::'\: (\....\\....::.:..... ': :'::: ::.:::,":::::: .: . ;""~"gl~"~1.kg~tK\\:, .', . " " " . '. '. . OTAY ':,': :":\': :.:. 31 ',' . '. . " " " :. ',',' ,'. . " " . " ...... -. . '" ',,', S 71'58'J/' W 2641.40' 26 STANTEC CONSUlTING INC. 277 RANCHEROS DRIVE SUITE 300 SAN MARCOS. CA 92069 760.891.3200 OWNERSHIP EXHIBIT LOTS 27 & 28, RANCHO OTAY COUNTY OF SAN DIEGO -~ 14-36 23 RANCHO 21 2. 2L; RAI' OA TF: 04 /0 '2008 011{;: /6JV-EXOTl-/ JOB : 160163.00 1?A BY.' '8 SHEET: 2 OF J j ""-<!l'. . "".Gtt;I. 23 24 RANCHO R.O.5. l? ~ '"' I l::: ~ '-i ,L :;] - i S< ~ ie 25 EXHIBIT "A" N77'57-S7"E: 2640.38' . - " . :"':- ",' .....:. -. .......... '_::',:,::,:,'~\::,,::::',',':"" ',' .:..::::....:..::. . ',..:'. ",,'.', . - . .......:...., . :.:' ....:.....:..:. ..:....:.... ,', .:- ',' -', .)..... :'.:'.. '.":'.: :'.: ..\.:..~:.. ::\ .\::\\\\.:.\:....:\".<? ::....::..:...:::..:.:........:........-.. ....... . . . . . " . . " ',', ...'. . -. ,,', . " ..::.::::....::.,' " ..-........:: : : :. '. " ,,', . . . " .:-.:. ':.:'-' .:':.:', " " . '.', . . " " . . . '. . " . ", . . " . :-.: ....:...:... ,','.. : :':'.::'::',.:::.-.-,.-. .: . . . . . . . , ~UN1\~~0~\ , <i; . :".:::":"OLC 'PARCEL.. '''C'.'.::> '" (V\\)."\.,;{::.,::~.::::.:.>?}..\W\.> ~ , . '. . '. .17 . . '. . '. . ~\0~~~!>~500~\, :; \'\\\</';:.':,.\.:.::<::\.(A<>> ~ 13 14 OrAY 16504 -==- -====.::,= r~ ~' ~"\ ~16 ~ Nh"'Z> . ~ 2641.80' 15 STANTEC CONSUlTING INC. 277 RANCHEROS DRIVE SUITE 300 SAN MARCOS, CA 92069 760.891.3200 OWNERSHIP EXHIBIT LOTS 16, 17,18, RANCHO OTAY COUNTY OF SAN DIEGO <:> Stantec _K.::<:rIl 14-37 DATE': 04 10 '2008 Om:;:- 163'1' E:XOTl .7 JOB : 16076J.00 DRAWN yo S8 SHEET: J OF J Exhibit B Proposed Entitlements 1. General Plan Amendment (GP A) 2. General Development Plan Amendment (GDP A) 3. Sectional Planning Area (SPA) Plan for Village Eight West 4. Sectional Planning Area (SPA) Plan for Village Nine 5. Tentative Maps 6. Environmental Impact Report for the GP NGDP A Applications 7. Environmental Impact Report for the Village Eight West SPA Plan and Tentative Map(s) 8. Environmental Impact Report for the Village Nine SPA Plan and Tentative Map(s) 14-38 EXHIBIT "C" ~ It~P!~!ii"'~lj~ / r"'~:t''''_~'1~_~'~-' ";:\ - ,':_c~>r-:;;;...t~;"'C!,,~,,..c: "~'''~h,!~~~''''J Il~~~~j5~~'1-~~~~1!:':: f~.~~'i;~;t~~~~~~';:if;~~,:'~'1{~i~'t:~:r?lk~~?;!' ~..';". ~ _;.~. ,?i";?/'".v..,.....5.~,t-.i{.,J:.,.:~_. ",..::'.:.::...- _'~'i ."...,~ -':\\\~'c~.~' (':;tf~~~~~::.~:-.~.:'~': ~J:'o: ;;<~;.'~~~j~?~JJ -, L t\" ~iJ ,.- '~" .-.;'''''~''w>." I '\""~;:;: ~~,,~#(y,. '. / -:/, ('~::~~L~1t';: ; ~-Ir 1".- ,. .( "'~........ ....~ ,P f.P' '}~~'~.::0~;'~ ~.~~~~;(' PARCEL B AREA I LAND I I USE/DISTRICT GROSS ACRES OU GROSS DUlAC ~.... -.1 \. _'}f'iI TC I 27.78 305 1 11.0 'ii;J...)i~'r2f~'1f\~ MUlTO 1 71.91 487 5.8 1 M I 37.61 180 10.1 4 I LM 135.96 627 4.5 /::~"""f;Si..JS...~.:r,;;~ RESERVOIR I 21.26 0 0.' t"'i, 6 . -- 05 I 25.40 0 0.0 , .' I TOTALS I JlS.92 1800 OTAYLAND COMPANY PARCEL "8" LAND USE PLAN j ? . _ G~A?HI~ SCALE '==- IlMt'I:CT) .. f , l ~ ; ! i i , 1 , , H " ,,':I: " ..i f.i H t; I I \ \ '3 ----- U"-'" 4 '!ftlJ'I; . ~;}!j f~~ ~ ";'" : :6"~'::.;' .... ~ ~ ; }):~~f~" ".~?J' ...~ t'" ';":~. ~.~ . .~. .f: ~...;" ... .~. '_.~.... 14-39 .: ._'$~.;=: 'le- .. <f..... i~ ~ '......~,~....:L.:..... @ @" :ro.'..: <-:-,S" . ,. ._";1.'R; '.::::-':..-. 10' '!;. c. "tfJ PARK SCHOOL CONMUNITY USE TRANSIT STOP ~ Starrtec m~lofttI>e<tISOt.s..300 S;M_-='CA'I:me;, f':.\lSOlIl91.:uD!l F;(1lil1lll!J,,320\ -- DATE; ()4,o1108 EXHIBIT "C" I \~~~i.s:~~-\:, ~ \ II II ~ \"'" }..,tt" ~~..".,.... \ \ .'~j~..l.: ~~~~? ~ ~~~~~~ \ ~ .'- . ........ ~;~,;:.:~ I""~:>Z};' . ... . . ..... ':.," f!"~.::r,...._~..._fi,;;,.'~:.:..', ;1"1; ":~~:'~:I:..~.....~J~": :.<i~-,\': 4; '.:;/:~'-:':~ l:rr;~-z.~i~ hfiq.,~.,...-"....t# :-.1':" ',-:"-..~;:.' ::fl~'ob":-~"'''''''''''' ....~~ "'\'(3.' ~ "'1'.. ,-:;..._..... ~'. ..~...._j.~';'-~;..-.... :"~:".."--" '~..""~ ':."~; .... .-.....:_' 1. ~ - (Jl \\ - . -.. ~ !.-.. ,:.:>. ::.~~-~.~~: ~\ ~~.~,:{~,..;;';:: .".,:;:..'5~~~A:~.4:.l/~:;:.::J'i;~~ i.".,""" ,~I' \\ : ..~... ". .'~' ". .. -:,D~.. ...'...n I....... _ ',' . .:/..... ,.-:....._f~' -- ',c. - ~~ . .. _...... i""'~' a .. ~ .'.~~~~'- _......;.."'".....~;..<: -.'i~, . :'..~c.~';'''~ ... .0 " " "_ ~:. fr" ..... ~~ jl>,'.." ...~..- ".'~~'~~: I...<;,t:~.,.l,r..-' .-:f::=."":.~~-..."'~:'''''~....:.,.",. '::.."~,,,.,...,'~.'~. ~ .'>.;c.~'. I - . , _"7~ ',;'" ':'-:"'c"'{)"''''~'''':' \" < "'.., .. ''f[j'''' . .. .. .' . .' ..' .. ,;!;>:;.:~.jl \.: ".~~ i:<:'}E;.' ~\;. :--::ii. >; ..~. ~ r~ -{?' , ,~: ~'J" 5' ~ ~ !1r~.' . ~~~~-. .f,I.!:,,:...~,:.~~/,.._~~..:.....,"...~.~...".%_~.:.. .,;.~;~~~.:;\}:.~~~;~~'~;.~~~:.~<..~ ~.Ii~~::.}i~~f~.; ..'~:~:~.: . ..~ '_ ~:\ ....R; '">O.,,'ii!,..,-..- ..-- {":'1} .....~~~,~';!'''\.. '. ir, l"~"~l\"! f<~;y.:::_ ~;i-. :,~~~C'..:;i~~:~:{ f:~it>~J!:' C-.::2~;~...:;:>'\~<' f\~t(:~::. ~~~)~ OTA Y LAND COMPANY PARCEL "C" LAND USE PLAN ......... ---- ---- CRAPHIC SCALE ~ -~ - <<lie nET I 3 ~ , l ! .----- I PARK $CHO()(. COMMUN/TYUSE TRANSIT STOP 4 . (1M Vf!t:; / . 5 -- -- -- , -- .-- r ! !', ij H " 1: l' if fi. H ;~ ~~ a j;; ~~ ri ,i ~: i: iF PARCEL C lAND USE/OISTRICr ~. ~.i.!1F'':Zi;" EUC 59.30 1375 s..',":~""2. ,---..:.:;-~-: TC 94.82 1874 :J MH 31.13 449 <I M 24.42 269 5 LM 52.21 283 h~;J6kk.~ UN/V s<ua (1) a TOTALS 3T6.58 4250 (1) So.NET ACRES (EXCLUDINGAD./ACENT STREET RIGHTS-OF.WA y) ARb! GROSS ACRES DU GROSS DUlAC 23.2 19.8 14.4 11.0 5.4 a.a .~ C:7,~..- . c .-~ n. ~ ~ tT1~D'_.suo.JiXI S>nu..<=.C\!l2llli9 !>;jlti01I1!11.J200 F:(7Wl!l!ll-J<'lJl -- DATE: I)4IQllOS 14-40 , 'D 1 o Til~k Name GPNGOPA Exhibit D - Project Schedule M~ M.5 M-4 M.3 M-2 M-1 M1 M2 MJ M4 M5 M6 M7 M8 M9 M10 M11 M12 M13 M14 M15 M16 M17 M18 M19 M20 M21 M22 M23 M24 ......_-....--..-...-..--... ..--.-................... ...-.....-.-...........-.-...-.-...-.-.-...-.-.-.-.-.-.-..".-.-.".-.-.-.-.-0"."."--...".-."0"...-."."0"'". ...-..............--....--.---.-----..----....--.--. 2 g- MaslerTraffic S1ilay--- ---- - ------ !3' I OIh"'.o;o'.,;' 5'"",- "!iB-' 'GFi;A]GopA:-E1R"-." ___...n._____._____...__._"._..._ ';- ,;,b ~ .';'-". >..:~;~::t' J I,:,',', ':',',',' ,~, co:, "~"~co ',:","" ,1 , , , , , , , , , 5 !2B CertIfy GPftJGifpP'-EJI:~ 6 ffiB GP.AJGQPACoul\cUHealing 7 .l!H SPA App~c.aUon Deemed Complete (AU per PA 4.2) 8 IEB - SPA Review atJd Proce"ssng 9 .IEB - SPA Level TraffIC Sludy ~ .p. 10 {Eg [Other SPA Lellel Technlc8} Studies I .p. ~ 11 !EiI rPFFPPreparatJon I 12 -~-TTentalive Map Submittal (All) I I"""""""""""""""':':""""':"""'"":':':':""':""""""''1 ' , I , I I I '" , , , I I , , I I I , I , '" , , , I , ,6 , , , ... , , , , . 1-- .: . . : . . : . :' .: . . , . "i .. , .. .~ . . :. . . , . . . . .'. . .'. . .'. . .'. . .1 ..................................................................................:........... ----.-..-.....-..I.-----r----.----.,...,..:..-;'.'-.-;'- ~8'"'~7"'1 I,',',:,',"~"'~':"'\,"',;,"',:,',',I , , , !""'?"~""'~""',""","':":1 : : : ; : : .. , I I I I " , i:;::;:::;:;:::;:~::;:M 13 -ma iM Review i.'ridProce-ssln,i 14 -mB- SPA EIR' 15 L""":,:"",:,:""",:"""""""",,,,"',j , , : ' i:::':::j 1"""""'1 15 "!EB--jFil'iafooc:uments 1 lirj O~"R.",w IEB I ErR Public Review & Hearings -- AdoptiOn of Entitlemenis (FEIR, SPA, TM) I. --.-., -----.-- . . . 17 18 ElIhlbit o.Project Schedule Page 1 Task 1::::::::::::::::::1 Progross MUeslone . Summery ~ ProJcr::ISummal)' .... -y .., ExtflrnelToliks mRlI'fi~fflliiID*Il External Mileslone . DliIadllne -!} Split Naill: A morlllipecirlC proJIlCI scher!llle will be used to manage Ihh; pro/cello complllUon. Many Umeftames ere dependant (In spllr:;inc submlt\clts and are not referenced In this generalIzed schedule. Exhibit E Complete Sectional Planning Area Application Submittal Requirements for the University Land Offer Agreement Projects This list represents the specific materials needed to determine the application complete per Section 4.2 of this Agreement and commence the "LOA 24-month Processing Period". Future submittals (i.e. technical studies for the Environmental Impact Report (EIR), draft EIRs, Tentative Maps, etc.) must be submitted in accordance with Exhibit X (PToj ect Schedule) to meet the schedule. A. Draft Sectional Planning Area Plan that Includes: 1. Completed Application and Fees Agreed to in This Agreement for SPA Plan 2. Draft SPA Plan D Introduction section describing background, document structure, local and regional setting, community structure, legal significance, consistency with the Olay Ranch GDP and a discussion of related documents. D Development Concept section that includes a Site Utilization Plan and discussions of design influences, surrounding land uses and any administrative details. D Circulation section describing the regional circulation network, the project circulation network, street standards (plan and sectional views), traffic calming elements, transit planning principles, bicycle and pedestrian circulation. D Grading section that includes a discussion of grading requirements and the grading concept for this development. D Parks, Recreation, Open Space and Trails Master Plan section that details the regulatory framework, parks requirements, the project's park and recreation program, any contributions to the Otay Ranch Open Space, ownership and maintenance options and phasing of parks. D Community Purpose Facility Master Plan that includes a discussion of the regulatory framework and identification of implementation of those requirements. D Development phasing map and table. D Public Facilities section that identifies supply and demand for water, sewer, storm drains and urban runoff, roads, schools, child care facilities, emergency services (including police and fire), library services, parks, recreation, open space, trails facilities, civic facilities, animal control facilities and regional facilities. D General Development Plan Compliance section that describes this SPA Plans compliance with the Otay Ranch General Development Plan 3. Draft Planned Community (PC) District Regulations D Administrative section detailing specific definitions, conflicting ordinances and establishing zoning districts. D Zoning Districts Map detailing the zoning districts within the SPA area. Page 1 on 14-42 o Residential District Standards section that includes intent, permitted and conditional uses and development standards (these may vary with the use of form based codes). o Mixed Use District Standards section that includes intent, permitted and conditional uses, sign regulations, property development standards, parking, outdoor storage and landscape (these may vary with the use of form based codes). o Open Space and Parks District section that includes permitted and conditional uses and property development standards. o Community Purpose Facility District section that includes intent, permitted and conditional uses, sign regulations and property development standards. o Parking Regulations section that includes general provisions, a schedule of off- street parking requirements, property development standards and design standards for screening, landscaping, lighting and setbacks. o Comprehensive Sign Regulations section that includes sign permit requirements and review procedures, permitted and prohibited signage and sign regulations for each district. o Special Use section that includes regulations related to temporary uses, home occupations and private recreation facilities at a minimum. o Administrative Procedures section that details the procedures and the review authority of the Zoning Administrator, the Development Review Board, Planning Commission and City Council. This section should also discuss the appeals procedures for all permit types included in this SPA Plan. o A section on any proposed Exceptions or Modifications, if necessary. o A section on Enforcement that includes a discussion of enforcement by city officials, actions deemed a nuisance, remedies and penalties. 4. Draft Village Design Plan o Introduction that describes the design plan and discussed the design review process. o Village Structure section that identifies the village identity and character, villages physical relationship to surrounding villages, village entries and identity, streetscape design, non-vehicular circulation, village park concepts, wall and fence concepts, lighting concepts and village design features. o Design guidelines for each land use type (i.e. Single-Family Residential, Multi- Family Residential, Mixed Use, etc.). 5. Draft Public Facilities Financing Plan with Fiscal Impact Analysis (CYMC 19.09.060) (First draft shall be submitted pursuant to Exhibit D - Project Schedule) o Section delineated in SPA Plan with organizational placeholders. 6. Draft Affordable Housing Program o Introduction section that describes purpose and content of the section and a needs assessment. Page.2 of 3 14-43 o Affordable Housing Obligation, Location, Phasing, Design and Unit Mix discussion. o Affordable Housing Restrictions section. o Subsidies, Incentives and Financing Mechanisms section. o Compliance Reporting section. o Affirmative Marketing Plan o Implementing Agreements and Conditions 7. Draft Air Quality Improvement Plan (AQIP) (First draft shaH be submitted pursuant to Exhibit D - Project Schedule) o Section delineated in SPA Plan with organizational placeholders. 8. Draft Water Conservation Plan o The draft Water Conservation Plan should include an introduction and purpose, an analysis of water service and supply, a discussion of mandated water conservation requirements, and estimate of water conservation savings, a detailed discussion of implementation measures specific to the project and a monitoring section. 9. Draft Non-Renewable Energy Conservation Plan o The draft Non-Renewable Energy Conservation Plan shall include an introduction to the proj ect and the requirements and a discussion of the methods utilized to bring the project into conformance with those requirements. 10. Draft Fire Protection Plan (FPP) o The FPP shall include mitigation measures consistent with the unique problems resulting from the location, topography, geology, flammable vegetation and climate of the proposed site. o The FPP shall address water supply, access, building ignition and fire resistance, fire protection systems and equipment, defensible space and vegetation management. o The FPP shall be consistent with the Interface Code, or, at the option of the Fire Chief, with other national recognized standards and good practice. B. Environmental Impact Report (EIR) Application Page 3 of3 14-44 LEGAL SERVICES AGREEMENT THIS AGREEMENT is entered into this day of June _' 2009, by and between the CITY OF CHULA VISTA, (hereinafter the "CITY"), OTAY LAND COMPANY LLC, and JPB DEVELOPMENT COMPANY, LLC (collectively "Developers") and NORTON, MOORE, ADAMS, LLP (hereinafter "ATTORNEYS"). RECITALS The following recitals are a substantive part of this Agreement: 1. ATTORNEYS represent they are qualified by virtue of experience, training, education and expertise to accomplish the services necessary under this Agreement. AGREEMENT FOR VALUABLE CONSIDERATION, the parties mutually agree as follows: 1. Term of Aqreement. This Agreement shall cover services rendered from the above-referenced effective date of this Agreement until July 1, 2010. This Agreement may be renewed upon the mutual written agreement of the CITY, DEVELOPERS and the ATTORNEYS. In the event the ATTORNEYS have been retained by the CITY and the matter is pending when the term of this Agreement expires, the CITY, DEVELOPERS and ATTORNEYS agree that the terms of this Agreement in paragraphs two through twenty- four will govern the parties until the ATTORNEYS' representation of the CITY in the pending matter is concluded. 2. Services to be Provided. The services to be performed by ATTORNEYS, which includes ATTORNEY'S Affiliates and/or Subcontractors (collectively referred to herein as "ATTORNEYS") shall consist of any and all tasks reasonably required to advise, assist and fully represent the CITY in connection with the processing of all entitlements and environmental work for the University Villages/University and Regional Technology Park Project ("Project"). 3. Compensation - ATTORNEYS shall be compensated as follows: 3.1 Amount. DEVELOPERS shall compensate ATTORNEYS for all services rendered by ATTORNEYS without regard to the conclusions reached by the ATTORNEYS at the following hourly rates: Partners: Affiliates: $340.00/hr. (Ann Y. Moore) $340.00/hr. (James Fox) University Villages/University and Regional Technology Park Legal Services Agreement 1 14-45 CITY is merely acting in the capacity as a conduit for payment, and shall not be liable for the compensation unless it receives same from DEVELOPERS. DEVELOPERS shall not make any payments of compensation or otherwise directly to the ATTORNEYS. Travel time shall be billed at the same hourly rate. Except for reimbursable expenses as defined below, such hourly compensation shall be the sole and total remuneration for services rendered pursuant to this Agreement. 3.2 Billing. ATTORNEYS agree to provide detailed invoicing of all billing for services to CITY on a monthly basis. Monthly invoices shall begin on the first of the month following the execution of the Agreement herein. All charges must be itemized by ATTORNEYS, showing in detail the work task performed during the billing entry. All charges must be presented in a line item format and in a manner such that each task is separately explained in reasonable detail, and with a specific time allocation recorded, for each task. The invoice shall include the amount, billing rate and basis for calculation of all fees and costs. The CITY will not accept, and will not be responsible for block or cumulative invoice entries. ATTORNEYS shall not charge the CITY for more than one ATTORNEY'S time when appearing at a meeting, in Court, or for performing any task unless the CITY has expressly authorized the use of two or more ATTORNEYS for the appearance or task. following: All billing for work performed under this Agreement shall be sent to the Bart Miesfeld City Attorney City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 (619) 691-5037 3.3 Reimbursements for Expenses. ATTORNEYS shall keep accurate records of all costs, travel and expenses. These records shall be made available to the CITY upon reasonable request. The CITY will reimburse actual, reasonable and necessary out of pocket expenses incurred by ATTORNEYS in performing any services under this Agreement as follows: a. Photocopying charges at no more than $0.15 per page. Color copying charges at no more than $.75 per copy (8-1/2 x 11) and $1.25 per copy (11 x 17). University Villages/University and Regional Technology Park Legal Services Agreement 14'246 b. Computerized legal research at the actual amount charged to ATTORNEYS. c. Parking Fees at the actual amount charged to ATTORNEYS. d. Travel/Mileage at the rate of $.45 per mile. Any travel fees incurred outside of San Diego County must be authorized and approved in advance by the CITY. e. Statutory Fees, Witness fees, Reporters fees, Stenographic transcription, jury fees and the cost of serving process actually incurred by ATTORNEYS. f. ATTORNEYS may seek reimbursement for any actual, reasonable and necessary expenses incurred on items not identified above with the prior authorization and approval by the CITY. The CITY will not reimburse ATTORNEYS for any additional charges incurred due to "rush" deliveries or "late" charges, unless such expenses are approved in advance by the CITY and the need for such services is determined by the CITY to be reasonably beyond the control of ATTORNEYS. To obtain reimbursement, ATTORNEYS shall submit a monthly summary of expenses, along with all supporting receipts, within thirty (30) days after the end of the month in which the expense was incurred, as part of the monthly invoices referenced in Section 3.2, above. 3.4 Compensation Schedule and Deposit: Terms and Conditions. 3.4.1 Time and Materials For performance of the services of ATTORNEYS as herein required, DEVELOPERS shall pay ATTORNEYS, through CITY, for the productive hours of time and material spent by ATTORNEYS in the performance of said services, at the rates or amounts set forth above according to the following terms and conditions: 3.4.1.1 At such time as ATTORNEYS shall have incurred time and materials equal to ("Authorization Limit"), ATTORNEYS shall not be entitled to any additional compensation without further authorization issued in writing and approved by CITY and DEVELOPERS. Nothing herein shall preclude ATTORNEYS from providing additional services at ATTORNEYS own cost and expense. 3.4.2 Deposit Amount: DEVELOPERS shall maintain a Deposit with CITY on a monthly basis in the amount of $50,000. University Villages/University and Regional Technology Park Legal Services Agreement 3 14-47 3.4.3 Use of Deposit to Pay Consultant. Notwithstanding the sole duty and liability of DEVELOPERS to pay ATTORNEYS, upon City's receipt of billing by ATTORNEYS, and determination by CITY in good faith that ATTORNEYS billing is proper, a judgment for which DEVELOPERS agree to hold CITY harmless and waive any claim against CITY, CITY shall pay ATTORNEYS billing from the amount of the Deposit. If DEVELOPERS shall protest the propriety of a billing to CITY in advance of payment, CITY shall consider DEVELOPERS protest and any evidence submitted prior to the due date for the payment of said bill by DEVELOPERS in making its good faith determination of propriety. 3.4.4 Allocation of Costs between DEVELOPERS. In accordance with the Project Processing Agreement ("Processing Agreement") OTAY LAND COMPANY LLC agrees to pay 45% of the Project processing costs and JPB DEVELOPMENT COMPANY, LLC agrees to pay 55% of the Project processing costs. 3.4.5 Cost Share Reimbursement between DEVELOPERS. The Cost Share Reimbursement and Cost Share Reimbursement Dispute Waiver provisions of the Processing Agreement are incorporated herein as set forth in full without limitation to specific entitlements and shall pertain to the entirety of the Project. 3.5 Expert Consultations and Witnesses. Expert consultations and witnesses, and any investigators, may be retained on terms acceptable to the CITY, authorized and approved in advance, for which the CITY shall reimburse the ATTORNEYS or pay investigators, consultants or experts directly. In no event shall ATTORNEYS retain any service of any expert, investigator or consultant without first receiving express authorization and approval from the CITY. 4. Insurance. 4.1 Professional Errors and Omissions Insurance. ATTORNEYS shall obtain and maintain in full force and effect at all times Professional Errors and Omissions Liability Insurance. Such insurance shall provide coverage in an amount not less than one million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) aggregate. 5. City Aqent. Bart Miesfeld, City Attorney, or his designee, for the purposes of this Agreement, is the Agent for the CITY. Whenever authorization or approval is required, ATTORNEYS understand that the City Attorney has the authority to provide the University Villages/University and Regional Technology Park Legal Services Agreement 14-48 4 authorization or approval. 6. Independent Contractor. ATTORNEYS, and anyone employed by ATTORNEYS, are not and shall not be, deemed employees of the CITY. ATTORNEYS are solely responsible for the payment of employment taxes, workers compensation taxes, and any other taxes for employees. 7. Conflict of Interest. ATTORNEYS represent that they presently have no material financial interest other than that which may be held by the general public and shall not acquire any interest, direct or indirect, in any contract or decision made on behalf of the CITY which may be affected by the services to be performed by ATTORNEYS under this Agreement. ATTORNEYS further agree that no person having any such interest shall be employed by them. If ATTORNEYS, or their employees, acquire a direct or indirect personal interest, such interest shall be immediately disclosed to the CITY and the interested individual shall abstain from any contracts or decisions under this Agreement. The CITY may be a creditor, party or have some other interest in a case or proceeding where the ATTORNEYS have been retained by another party. In the event a conflict or potential conflict arises between a client of the ATTORNEYS and the CITY, ATTORNEYS shall immediately disclose the conflict or potential conflict in writing and ATTORNEYS will not take any action adverse to the CITY without a resolution to the conflict or potential conflict agreed among the CITY, the other client and ATTORNEYS. 8. Non-Liability of Officials/Emplovees of the CITY. No official or employee of the CITY shall be personally liable for any default or liability under this Agreement. 9. Compliance with Law. ATTORNEYS shall comply with all applicable laws, ordinances, codes and regulations of the Federal, State and local governments. In addition, ATTORNEYS agree to abide by all ethical and moral standards as represented by the Rules of Professional Conduct as applied to the California State Bar. 10. Work Product. All documents, or other information developed or received, by ATTORNEYS shall be the property of the ATTORNEYS. ATTORNEYS shall provide the CITY with usable copies of items upon reasonable demand or upon termination of this Agreement. 11. Notices. University Villages/University and Regional Technology Park Legal Services Agreement 5 14-49 All notices shall be personally delivered or mailed, via first class mail, to the below listed address. In addition, such addresses shall be used for delivery for service of process. ATTORNEYS agree to notify the CITY within ten (10) days of the date of any change of address and agrees to keep an updated address with the applicable Courts on any matters that ATTORNEYS are representing the CITY. a. Address of ATTORNEYS is as follows: Norton, Moore, Adams, LLP Attn: Ann Y. Moore, Esq. 525 "B" Street, Suite 1500 San Diego, California 92101 b. Address of CITY is as follows: Bart Miesfeld City Attorney City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 c. Addresses of DEVELOPERS are as follows: Otay Land Company, LLC Attn: Curt R. Noland 1903 Wright Place, Suite 220 Carlsbad, California 92008 JPB Development Company, LLC Attn. Rob Cameron 610 West Ash Street, Suite 1500 San Diego, California 92101 12. DefaultfTermination of Aqreement. CITY, DEVELOPERS and ATTORNEYS shall have the right to terminate this Agreement without cause by giving fifteen (15) days written notice. However, ATTORNEYS shall not substitute out as Attorneys of record on any matters it may be representing the CITY without first obtaining written consent from the CITY, or first obtaining an appropriate Court Order, allowing ATTORNEYS to withdraw as counsel of record. 13. Limitations Upon AssiqnmenUSubcontractinq. ATTORNEYS agrees that no portion of their performance or services rendered under this Agreement shall be assigned by ATTORNEYS or subcontracted to any other University ViI/ages/University and Regional Technology Park Legal Services Agreement 146'50 without prior written authorization and approval by the CITY. 14. Non-Discrimination. ATTORNEYS covenant there shall be no discrimination based upon race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement. 15. Time of Essence. Time is of the essence in the performance of this Agreement. 16. Authoritv to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement as herein stated. 17. Attornevs' Proposal. This Agreement shall include ATTORNEYS proposal or bid, if any, which is incorporated herein. In the event of any inconsistencies between the terms of the proposal and this Agreement, this Agreement shall govern. 18. Entire Aqreement. This Agreement represents the parties' final and mutual understanding. This Agreement supersedes any previous Agreements, oral or written. 19. Modification. This Agreement shall not be modified or replaced except by another signed, written Agreement, properly executed by the parties. 20. Waiver. The waiver of any breach or any provision of this Agreement does not waive any other breach of that term, or any other term, in this Agreement. 21. Partiallnvaliditv. If any part of this Agreement is found for any reason to be unenforceable, all other parts nonetheless shall remain in force. 22. Governinq Law. University Villages/University and Regional Technology Park Legal Services Agreement 7 14-51 This Agreement shall be interpreted and construed in accordance with the laws of the State of California. Any action commenced regarding this Agreement shall be filed in the Central Branch of the San Diego Superior Court. 23. Interpretation. This Agreement was prepared by both parties with the advice of legal counsel. 24. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between the CITY, DEVELOPERS and ATTORNEYS survive the termination of this Agreement. [Remainder of page intentionally left blank] University Vii/ages/University and Regional Technology Park Legal Services Agreement 14"852 'IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first written above. APPROVED: CITY OF'CHULA VISTA By: Bart C. Miesfeld, City Attorney ATTEST: By: Donna Norris, City Clerk APPROVED: NORTON, MOORE, ADAMS, LLP By: Ann Y. Moore, Senior Partner APPROVED: OTAY LAND COMPANY, LLC a Delaware Limited Liability Company By: Paul J. Borden, President APPROVED: JPB DEVELOPMENT COMPANY, LLC By: Robert B. Cameron, Vice President Approved as to Form: Bart C. Miesfeld, City Attorney University Villages/University and Regional Technology Park Legal Services Agreement 9 14-53