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HomeMy WebLinkAboutAGENDA REPORT 2005 0510 CC SPC ITEM 06AKel FROM: DATE: MOORPARK CITY COUNCIL AGENDA REPORT The Honorable City Council Steven Kueny, City Manager ITEM lo. A. CITY OF MOORPARK, CALIFORNIA City Council Meeting 7'j9 0 ACTION:_ by: May 5, 2005 (CC Meeting of 5/10/2005) SUBJECT: Consider Proposed Development Agreement Between North Park Village Limited Partnership and City of Moorpark Pertaining to General Plan Amendment No. 2001 -05, Specific Plan No. 2001 -01, and Zone Change No. 2001 -02 BACKGROUND /DISCUSSION On May 4, 2005, the City Council continued this agenda item to a special meeting on May 10, 2005 to allow the City Council Ad -Hoc Committee (Mayor Hunter, Mayor Pro Tem Harper) to complete its discussion of the draft Development Agreement. A report from the Ad -Hoc Committee will be presented to the City Council at this meeting. If the City Council refers the draft Development Agreement to the Planning Commission as recommended by staff, it will be scheduled for a special Planning Commission meeting on May 23, 2005, at 7:00 PM. STAFF RECOMMENDATION Refer the draft Development Agreement to the Planning Commission and direct staff to schedule a City Council Public Hearing for a date certain in June, 2005. Attachment: Proposed Development Agreement by and between the City of Moorpark and North Park Village Limited Partnership 000010 1 Recording Requested By And When Recorded Return to: CITY CLERK CITY OF MOORPARK 799 Moorpark Avenue Moorpark, California 93021 EXEMPT FROM RECORDER'S FEES Pursuant to Government Code § 6103 Awi 04.27.2005 PREANNEXATION DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF MOORPARK AND North Park Village LP for North Park Specific Plan No. 11 UP�u� THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE §65868.5 DEVELOPMENT AGREEMENT This Development Agreement ( "the Agreement ") is made and entered into on , by and between the CITY OF MOORPARK, a municipal corporation, (referred to hereinafter as "City ") and NORTH PARK VILLAGE L.P., a California limited partnership, owner entity with a legal and equitable interest in real property within the City generally referred to as North Park Specific Plan 11 (referred to hereinafter individually as "Developer ")l. The City and Developer are referred to hereinafter individually as "Party" and collectively as "Parties." In consideration of the mutual covenants and agreements contained in this Agreement, the City and Developer agree as follows: 1. Recitals. This Agreement is made with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the Parties: 1.1. Pursuant to Government Code Section 65864 et seq. and Moorpark Municipal Code Chapter 15.40, the City is authorized to enter into a binding contractual agreement with any person having a legal or equitable interest in real property within its boundaries for the development of such property in order to establish certainty in the development process. 1.2. Prior to approval of this Agreement, but after certification of the Final Program Environmental Impact Report( "EIR ") the City Council approved a Mitigation Monitoring and Reporting Program (MMRP) to ensure compliance with the mitigation measures contained in the Final Program EIR ( "the Mitigation Monitoring and Reporting Program, General Plan Amendment No. 2001 - 05("GPA 2001 -05 "), and Specific Plan 11 (2001 -01) for approximately 3,544.3 acres of land adjacent to the City ( "the Property ") as more specifically described in Exhibit "A" attached hereto and incorporated herein, and changed the zoning of the Specific Plan 11 area pursuant to Zone Change No. 2001 -02 ( "ZC 2001 -0211). 1.3. GPA 2001 -05, SP 2001 -01, and ZC 2001 -02, (collectively "the Project Approvals "; individually "a Project 1 Approximately 9.1 acres of the Specific Plan 11 area is owned by Ventura County Community College District. F" 1f? +^ 110G -2- Approval ") provide for development of the Property as a master planned community and construction of certain off -site improvements in connection therewith ( "the Project "). 1.4. By this Agreement, the City desires to obtain the binding agreement of Developer to develop the Property in accordance with the Project Approvals and this Agreement. In consideration thereof, the City agrees to limit the future exercise of certain of its governmental and proprietary powers to the extent specified in this Agreement. 1.5. By this Agreement, Developer desires to obtain the binding agreement of the City to permit the development of the Property in accordance with the Project Approvals and this Agreement. In consideration thereof, Developer agrees to waive its rights to legally challenge the limitations and conditions imposed upon the development of the Property pursuant to the Project Approvals and this Agreement and to provide the public benefits and improvements specified in this Agreement. 1.6. The City and Developer acknowledge and agree that the consideration to be exchanged pursuant to this Agreement is fair, just and reasonable and that this Agreement is consistent with the City's General Plan, as amended by GPA 2001 -05. 1.7. On , the Planning Commission of the City commenced a duly noticed public hearing on this Agreement, and at the conclusion of the hearing recommended approval of the Agreement. 1.8. On , the City Council commenced a duly noticed public hearing on this Agreement, and following the conclusion of the hearing, approved the Agreement by adoption of Ordinance No. ( "the Enabling Ordinance ") on , 2005. 2. Property Subject To This Agreement. All of the Property in the boundaries of Specific Plan 11 shall be subject to this Agreement. The Property may also be referred to hereinafter as "the site" or "the Project ". 3. Binding Effect. The burdens of this Agreement are binding upon, and the benefits of the Agreement inure to, each Party and each successive successor in interest thereto and constitute covenants that run with the Property. Whenever the 01�?i"')', -3- terms "City" and "Developer" are used herein, such terms shall include every successive successor in interest thereto, except that the term "Developer" shall not include the purchaser or transferee of any lot within the Property that has been fully developed in accordance with the Project Approvals and this Agreement. 3.1. Constructive Notice and Acceptance. Every person who acquires any right, title or interest in or to any portion of the Property in which a Developer has a legal or equitable interest is, and shall be, conclusively deemed to have consented and agreed to be bound by the Agreement, whether or not any reference to the Agreement is contained in the instrument by which such person acquired such right, title or interest. 3.2. Release Upon Transfer. Upon the sale or transfer of any of Developer's interest in any portion of the Property, that Developer shall be released from its obligations with respect to the portion so sold or transferred subsequent to the effective date of the sale or transfer, provided that the Developer: (i) was not in breach of this Agreement at the time of the sale or transfer: and (ii) prior to the sale or transfer, deliver to the City a written assumption agreement, duly executed by the purchaser or transferee and notarized by a notary public, whereby the purchaser or transferee expressly assumes the obligations of Developer under this Agreement with respect to the sold or transferred portion of the Property. Failure to provide a written assumption agreement hereunder shall not negate, modify or otherwise affect the liability of the purchaser or transferee pursuant to this Agreement. Nothing contained herein shall be deemed to grant to the City discretion to approve or deny any such sale or transfer, except as otherwise expressly provided in this Agreement. In the event of a partial assignment or transfer, the assumption agreement referenced above shall include provisions acceptable to the City to ensure that the phased construction of affordable housing units contemplated by subsection 6.11. is achieved and the requirements and obligations of each successor are consistent with the applicable provisions of the Implementation Plan, regardless of the identity or number of developers of the Project. U(110001�S IMAM 4. Development of the Property. The following provisions shall govern the subdivision, development and use of the Property. 4.1. Permitted Uses. The permitted and conditionally permitted uses of the Property shall be limited to those that are allowed by the Project Approvals and this Agreement. 4.2. Development Standards. All design and development standards, including but riot limited to density or intensity of use and maximum height and size of buildings, that shall be applicable to the Property are set forth in the Project Approvals and this Agreement. 4.3. Building Standards. All construction on the Property shall adhere to the Uniform Building Code, including the Fire Resistive Design Manual, the National Electrical Code, the Uniform Plumbing Code, the Uniform Mechanical Code, the Uniform Housing Code, the Uniform Code for the Abatement of Dangerous Buildings, the Uniform Code for Building Conservation, the Uniform Administrative Code, any applicable federal or state building requirements (collectively "the Building Codes ") in effect at the time the building plans are submitted for first plan check. 4.4. Reservations and Dedications. All reservations and of land for public purposes that are the Property are set forth in the Project d this Agreement. dedications applicable to Approvals an 5. Vesting of Development Rights. 5.1. Timing of Development. In Pardee Construction Co. v. City of Camarillo, 37 Ca1.3d 465 (1984), the California Supreme Court held that the failure of the parties therein to provide for the timing or rate of development resulted in a later- adopted initiative restricting the rate of development to prevail against the parties' agreement. The City and Developer intend to avoid the result in Pardee by acknowledging and providing that Developer shall have the right, without obligation, to develop the Property in such order and at such rate and times as Developer deems appropriate within the exercise of its subjective business judgment. In furtherance of the Parties intent, as set forth in this subsection, no future amendment of any existing City ordinance or resolution, or future adoption of any 00010` 9 -5- ordinance, resolution or other action, that purports to limit the rate or timing of development over time or alter the sequencing of development phases, whether adopted or imposed by the City Council or through the initiative or referendum process, shall apply to the Property provided the Property is developed in accordance with the Project Approvals and this Agreement. Nothing in this subsection shall be construed to limit the City's right to ensure that Developer timely provides all infrastructure required by the Project Approvals, Subsequent Approvals, and this Agreement. 5.2. Amendment of Project the Project Approva- the City Council referendum process, Property, unless the the amendment. Approvals. No amendment of any of Ls, whether adopted or approved by or through the initiative or shall apply to any portion of the Developer has agreed in writing to 5.3. Issuance of Subsequent Approvals. Applications for land use approvals, entitlements and permits, including without limitation subdivision maps (e.g. tentative, vesting tentative, parcel, vesting parcel, and final maps), subdivision improvement agreements and other agreements relating to the Project, lot line adjustments, preliminary and final planned development permits, use permits, design review approvals (e.g. site plans, architectural plans and landscaping plans), encroachment permits, and sewer and water connections that are necessary to or desirable for the development of the Property (collectively "the Subsequent Approvals "; individually "a Subsequent Approval ") shall be consistent with the Project Approvals and this Agreement. Subsequent Approvals shall be governed by the Project Approvals and by the applicable provisions of the Moorpark General Plan, the Moorpark Municipal Code and other City ordinances, resolutions, rules, regulations, policies, standards and requirements as most recently adopted or approved by the City Council or through the initiative or referendum process and in effect at the time that the application for the Subsequent Approval is deemed complete by the City (collectively "City Laws "), except City Laws that: (a) change any permitted or uses of the Property from that Approvals, and this Agreement; conditionally permitted allowed by the Project 0000�J (b) limit or reduce the density- or intensity of the Project, or any part thereof, or otherwise require any reduction in the number of proposed buildings or other improvements from that allowed by the Project Approvals and this Agreement. (c) limit or control the rate, timing, phasing or sequencing of the approval, development or construction of all or any part of the Project in any manner, provided that all infrastructure required by the Project Approvals to serve the portion of the Property covered by the Subsequent Approval is in place or is scheduled to be in place prior to completion of construction; (d) are not uniformly applied on a City -wide basis to all substantially similar types of development projects or to all properties with similar land use designations; (e) control residential rents; (f) prohibit or regulate development on slopes with grades greater than twenty percent (20°s), including without limitation Moorpark Municipal Code Chapter 17.38 or any successor thereto, within all approved planning areas of Specific Plan 11; or (g) modify the land use from that permitted by the City's General Plan Land Use Element contained in the Project Approvals or that prohibits or restricts the establishment or expansion of urban services including but not limited to community sewer systems to the Project. 5.4. Term of Subsequent Approvals. The term of any tentative map for the Property, or any portion thereof, shall expire ten (10) years after its approval or conditional approval or upon the expiration or earlier termination of this Agreement, whichever occurs first, notwithstanding the provisions of Government Code Section 66452.6(a) or the fact that the final map may be filed in phases. Developer hereby waives any right that it may have under the Subdivision Map Act, Government Code section 66410 et seq., or any successor thereto, to apply for an extension of the time at which the tentative map expires pursuant to this subsection. No portion of the Property for which a final map or parcel map has been recorded shall be reverted to 000 V..A -7- acreage at the initiative of the City during the term of this Agreement. The term of any Subsequent Approval, except a ter_tative map or subdivision improvement or other agreements relating to the Project, shall be one (1) year, provided that the term may be extended by the decision maker for two (2) additional one (1) year periods upon application of the Developer holding the Subsequent Approval filed with the City's Department of Community Development prior to the expiration of that Approval. Each such Subsequent Approval shall be deemed inaugurated, and no extension shall be necessary, if a building permit was issued and the foundation received final inspection by the City's Building Inspector prior to the expiration of that Approval. It is understood by the City and Developer that certain Subsequent Approvals may not remain valid for the term of this Agreement. Accordingly, throughout the term of this Agreement, any Developer shall have the right, at its election, to apply for a new permit to replace a permit that has expired or is about to expire. 5.5. Modification Of Approvals. Throughout the term of this Agreement, Developer shall have the right, at its election and without risk to or waiver of any right that is vested in it pursuant to this section, to apply to the City for modifications to Project Approvals and Subsequent Approvals. The approval or conditional approval of any such modification shall not require an amendment to this Agreement, provided that, in addition to any other findings that may be required in order to approve or conditionally approve the modification, a finding is made that the modification is consistent with this Agreement. 5.6. Issuance of Building Permits. No building permit, finaI inspection or certificate of occupancy will be unreasonably withheld from Developer if all infrastructure required by the Project Approvals, Subsequent Approvals, and this Agreement to serve the portion of the Property covered by the building permit is in place or is scheduled to be in place prior to completion of construction and all of the other relevant provisions of the Project Approvals, Subsequent Approvals and this Agreement have been satisfied. Consistent with subsection 5.1 of this Agreement, in no event shall building permits be 0�j� -8- allocated on any annual numerical basis or on any allocation basis. 3. Moratorium on Development. Nothing in this Agreement shall prevent the City, whether by the City Council or through the initiative or referendum process, from adopting or imposing a moratorium on the processing and issuance of Subsequent Approvals and building permits and on the finalizing of building permits by means of a final inspection or certificate of occupancy, provided that the moratorium is adopted or imposed (i) on a City -wide basis to all substantially similar types of development projects and properties with similar land use designations; and (ii) as a result of a utility shortage or a reasonably foreseeable utility shortage, including without limitation a shortage of water, sewer treatment capacity, electricity or natural gas. Developer Agreements. 6.1. Developer shall comply with (i) the Project Approvals; (iii) all for which it was the applicant interest to the applicant; and Monitoring and Reporting Program supplemental actions. this Agreement; (ii) Subsequent Approvals or a successor in (iv) the Mitigation ind any subsequent or 6.2. All lands and interests in land dedicated to the City shall be free and clear of liens and encumbrances other than easements or restrictions that do not preclude or interfere with use of the land or interest for its intended purpose, as reasonably determined by the City. 6.3. As a condition of the issuance of a building permit for each residential and commercial use within the boundaries of the Property, Developer shall pay the City a development fee as described herein (the "Development Fee "). The Development Fee may be expended by the City in its sole and unfettered discretion. On the operative date of this Agreement, the amount of the Development Fee shall be Eight Thousand, Eight Hundred, Ninety -Five Dollars ($8,895.00) per residential unit and Forty Thousand, Twenty -Eight Dollars ($40,028.00) per gross acre of commercial land on which the use is located. The fee for both residential and commercial uses shall be adjusted annually commencing one (1) year after the first residential building permit is issued within the Project by any increase in the Consumer Price Index (CPI) until all fees have been paid. The CPI increase 0000 3 shall be determined by using the information provided by the U.S. Department of Labor, Bureau of Labor Statistics, for all urban consumers within the Los Angeles /Anaheim /Riverside metropolitan area during the prior year. The calculation shall be made using the month which is four (4) months prior to the month in which the first residential building permit is issued within the Project (e.g., if the permit issuance occurs in October, then the month of June is used to calculate the increase). In the event there is a decrease in the referenced Index for any annual indexing, the Development Fee shall remain at its then current amount until such time as the next subsequent annual indexing which results in an increase. In the event the CPI referred to above in this subsection is discontinued or revised, such successor index with which it is replaced shall be used in order to obtain substantially the same result as would otherwise have been obtained if the CPI had not been discontinued or revised. 6.4. As a condition of the issuance of a building permit for each residential and commercial use within the boundaries of Specific Plan 11, Developer shall pay the City a traffic mitigation fee as described herein ( "Citywide Traffic Fee "). The Citywide Traffic Fee may be expended by the City in its sole and unfettered discretion. On the date this Agreement is approved by the City Council, the amount of the Citywide Traffic Fee shall be Five Thousand, Seventy -Five Dollars ($5,075.00) per market -rate residential unit, and Twenty -Two Thousand, Eight Hundred, Thirty -Eight Dollars ($22,838.00) per acre of commercial land on which the use is located. Commencing on January 1, 2006, and annually thereafter, both categories of the Citywide Traffic Fee shall be increased to reflect the change in the State Highway Bid Price Index for the twelve (12) month period that is reported in the latest issue of the Engineering News Record that is available on December 31 of the preceding year ( "annual indexing ") . In the event there is a decrease in the referenced Index for any annual indexing, the Citywide Traffic Fee shall remain at its then current amount until such time as the next subsequent annual indexing which results in an increase. In the event the Bid Price Index referred to above in this subsection is discontinued or revised, such successor index with which it is replaced shall be used X000 - . -10- in order to obtain substantially- the same result as would otherwise have been obtained if the Bid Price Index had not been discontinued or revised. 6.5. As a condition of issuance of a building permit for each residential and commercial use within the boundaries of Specific Plan 11, Developer shall pay the City a community services fee as described herein (Community Services Fee). The Community Services Fee may be expended by the City in its sole and unfettered discretion. The amount of the Community Services Fee shall be Two Thousand, Two Hundred Thirty -Three Dollars ($2,233.00) per residential unit and Seven Thousand, Seventy Dollars ($7,070.00) per gross acre of commercial land on which the commercial use is located. Commencing on January 1, 2008, and annually thereafter, the Community Services Fee for both residential and commercial uses shall be adjusted by any increase in the Consumer Price Index (CPI) until all Community Services Fees have been paid. The CPI increase shall be determined by using the information provided by the U.S. Department of Labor, Bureau of Labor Statistics, for all urban consumers within the Los Angeles /Anaheim /Riverside metropolitan area during the prior year. The calculation shall be made using the month of August over the prior month of August. In the event there is a decrease in the CPI for any annual indexing, the Community Services Fee shall remain at its then current amount until such time as the next subsequent annual indexing which results in an increase. In the event the CPI referred to above in this subsection is discontinued or revised, such successor index with which it is replaced shall be used in order to obtain substantially the same result as would otherwise have been obtained if the CPI had not been discontinued or revised. 6.6. Upon the execution of this Agreement, Developer shall pay all outstanding City processing costs related to preparation of this Agreement, Project Approvals, Specific Plan 11 and Final Program EIR. 6.7. Within the boundaries of the Property, Developer shall dedicate, at its sole cost and expense, the approximate thirty -nine (39) acres of park land to the City as shown as public parks in the Specific Plan or PA 10 and PA 37 and approximately four and one -half (4 -1/2) acres for a nature park as shown on the Specific Plan for PA -11- 11. At its sole cost and expense, but subject to the limitations set forth in this subsection, Developer shall make improvements to the park land dedicated pursuant to this subsection and shall provide maintenance of the land and improvements as provided for in this subsection. At the City's sole discretion, the park site improvements shall include, but not be limited to, one or more of any of the following items or other improvements: A. Softball and /or baseball fields including backstops, foul line chain link fencing, fenced dugouts with concrete floors with lighting for one (1) or more fields if desired by the City; B. Regulation soccer fields, (225 feet wide and 360 feet long with no obstructions) that do not overlap onto the softball /baseball field areas, except as approved by the City Council, and two (2) semi - permanent goals with lighting for one (1) or more fields if desired by the City; C. Lighted tennis courts; D. Lighted full court basketball courts; E. Children's play equipment /apparatus and tot lots; F. Concrete block restroom structure with a concession facility with tile roof designed consistent with applicable health codes to allow the sale of prepared foods; G. Picnic shelter with solid roof and matching the to the restroom structure; H. Off - street parking with standard sized parking spaces. I. Skate facility J. Swimming pools which could include recreational and competitive uses with deck, fencing, restroom, and shower /locker facility; K. Gymnasium and recreation center with an office, meeting rooms, bleachers, and rest rooms/ locker facilities. Size of the basketball court shall be consistent with the court at Arroyo Vista 01. () .' r -12- Recreation Center and the gymnasium shall be designed to accommodate two (2) volleyball courts that meet CIF regulation dimensions; L. Outdoor theater; and M. Typical landscape and hardscape facilities and related amenities for community and neighborhood parks, including but not limited to turf grass, trees, shrubs, concrete sidewalks and curbing, underground drainage, security lighting, tables, benches, fencing, trash receptacles, bike racks, barbecues and signage. Developer agrees to provide Nine Million, Seven Hundred Fifty Thousand Dollars ($9,750,000.00) for construction of park improvements for PA 10 and PA 37 and Five Hundred Thousand Dollars ($500,000.00) for PA 11, collectively referred to as Park Improvement Costs. Said amounts shall not include any overhead, administrative or similar costs, or profit by Developer or any Developer - affiliated entity. In addition, Developer shall be responsible for the following costs which are not a part of the Park Improvement Costs: utility stub outs (domestic water, recycled water, electrical, gas, sewer, storm drains, cable television, telephone, and fiber optics) at locations as determined by the City Manager or his /her designee, grading, drainage, adjacent street improvements, professional services for the design of the park and related improvements, City costs for plan check, inspection, and maintenance including 15% City overhead on any contract services until the park improvements are accepted by the City and the swim lagoon which Developer is obligated to construct as part of the lake. Commencing one (1) year after the first residential building permit is issued within Specific Plan and annually thereafter, the amount of Park Improvement Costs shall be increased to reflect the change in the Price Index that includes park and building construction for the twelve (12) month period that is reported in the latest issue of the Engineering News Record that is available on December 31 of the preceding year (annual indexing). In the event there is a decrease in the CPI for any annual indexing, it shall remain at its then current amount until such time as the next subsequent annual indexing, which results in an increase. 0300 T -13- In the event the Price Index referred to above in this subsection is discontinued or revised, such successor index with which it is replaced shall be used in order to obtain substantially the same result as would otherwise have been obtained if the Price Index had not been discontinued or revised. Final design, plans and specifications shall be as approved by the City Council, including applicable handicapped requirements, and shall include, but not be limited to, grading, street improvements, drainage, handscape (walkways, bike paths, etc.), landscape (trees, shrubs, groundcover, and turf), security lighting for the park and parking lot, and miscellaneous amenities in quantities as determined necessary by the City Manager or his /her designee (tot lot and park perimeter fencing, drinking fountains, trash receptacles, trash bin enclosures, bike racks, barbecues, picnic tables, pay phones, identification monument signs, and other signage, etc.). The maximum average cross slope for the entire park site exclusive of City Council approved slope areas shall be two percent (2 %) with the intent that the maximum amount of land possible be utilized for park improvements included in this subsection. This cross slope standard may be amended based upon approval by the City Council of a specific park design. The improvement plans and specifications shall be similar to those improvements constructed at other City parks as determined by the City Council at its sole discretion. If the park is allowed to be rough graded prior to installation of improvements, it shall be hydroseeded and provided with other appropriate means of erosion control. At its sole cost and expense, Developer shall: (i) design the park improvements and submit conceptual plans for City Council approval; (ii) prepare final design, plans and specifications and submit the same to the City Council for approval; (iii) submit the approved final plans and specifications to the City for plan check along with appropriate fees; and (iv) pay the City for inspection of the construction. The park sites shall be dedicated to the City improved and available (open) to the public prior to the occupancy of the 500th dwelling unit within the boundaries of Specific Plan. The City Council at is sole discretion may postpone the time the park must be available to the public to prior to occupancy of the 750th dwelling unit. The park site shall be offered for dedication to the City upon approval of the first final Fx"1 !� v -, i f) -14- map in which the park site is located. After each park is opened to the public and prior to its formal acceptance by the City, Developer shall provide a minimum of one (1) year and a maximum of two (2) years of maintenance for the park land and improvements, including all labor, materials, and utilities, in accordance with the specifications used by the City at its parks. All land provided by Developer to City for parks, recreation and open space purposes shall be deeded to the City without any restrictions for current or future use. Developer agrees that the above - described improvements along with the dedication of the above - described park land and other requirements of subsection 6.9 shall be deemed to satisfy the "Quimby" requirement set forth at California Government Code section 66477 et seq. for all subsequent subdivision maps within the Specific Plan area for a maximum of 1,680 residential units. Developer shall secure the above- described improvements and the minimum one -year (1 -year) maintenance requirement by the execution of City's standard subdivision agreement prior to the approval of the first final tract map or the first final parcel map within the Specific Plan area. Prior to issuance of a building permit for each commercial building, Developer agrees to pay fifty cents ($.50) per square foot of gross floor area of said building to be used for park improvements at the City Council's sole discretion. Commencing on January 1, 2008, and annually thereafter, this amount shall be adjusted in the same manner as provided for in this subsection 6.7. for adjustments to the Park Improvement Costs. In addition to the required construction and maintenance described above, Developer shall at its sole cost and expense, as a condition of issuance of a building permit for each of the 1,500 market rate residential units in the Project, pay to City One Thousand, Six Hundred Ninety Dollars ($1,690.00) to fund the replacement of the park amenities as determined by City at its sole discretion. Commencing on January 1, 2008, and annually thereafter, this amount shall be adjusted in the same manner as provided for in this subsection 6.7. for adjustment to the Park Improvement Costs. -15- The City, at its sole discretion, may take the Park Improvement Costs in cash and construct the improvements consistent with applicable state law and municipal codes. In such case, Developer is obligated to grade the sites to City's approved specifications and install underground drainage system, provide utility stub outs as approved by City, provide the equivalent of twelve months of maintenance costs including labor, materials, and utilities, and construct adjacent streets to City standards in addition to paying the Park Improvement Costs. The City may elect this option for any of the three referenced sites, and said Improvement Costs would be paid to the City on a pro rata acreage basis. In such case, the payment would be made by Developer within thirty (30) days of City's award of bid. The City Council, at its sole discretion, may require Developer to pay the City up to one -third (1/3) of the then current Park Improvement Cost amount in cash to be used at the City Council's sole discretion for park and recreation improvements that benefit City residents at another location within the City. Such decision by the City shall be made within 180 calendar days of Council's approval of the Implementation Plan as referenced in subsection 6.31. of this Agreement. Developer's payment to the City shall be made within thirty (30) calendar days of the City's written request for said payment. The City must obligate any Park Improvement Cost funds received from Developer within three (3) years of receipt of said funds. Commencing on the first day of the month after the required Developer funded maintenance period ends for the PA 10 site, Developer agrees to pay in advance for each calendar year, or portion thereof, the equivalent annual cost for each of the then applicable assessments for City's parks maintenance districts for each residential, commercial, and institutional lot or use in the Project until such time as that lot or use is assessed as part of the City's park maintenance districts. This applies whether or not each of the 1,680 residential lots or units and the commercial and institutional lots have been created by a subdivision. Prior to approval of the first final tract map for Specific Plan No. 11 at the City Council's sole discretion, approximately one and one -half (1%) acres of PA 10 may be used as the fire station site in lieu of PA 23. In such event the aforementioned Park Orw 1! f -n- -16- Improvement Cost shall not be adjusted as a result of a reduction in acreage for park purposes and PA 23 shall be deeded to City at no cost for open space purposes. 6.8. Developer shall construct appropriately sized water lines, pumping facilities, and storage facilities for recycled water consistent with the requirements of the City, Waterworks District No. 1 and Calleguas Municipal Water District. Said lines shall be installed prior to the final cap being placed on all streets whether the recycled water is available or not. Developer shall provide service including payment of any connection and meter charges and shall use recycled water for medians and parkways for all public streets, and any other public and commonly owned landscaping and recreation areas. The amount of recycled water needed and areas to be irrigated by recycled water shall be determined by the City at its sole discretion. The recycled water line(s) shall be installed for each City - approved phase of development. Developer shall install dual water meters and services for all locations determined necessary by the City at its sole discretion to ensure that both potable and recycled water are available including but not limited to locations where restrooms and drinking fountains are planned. 6.9. Greenbelts, open space areas, landscaped areas, and trails lying within the Property (not covered by any other section) shall be conveyed to the City in a form approved by the City Attorney, or to one or more homeowners or property owners associations as determined by the City Council at its sole and unfettered discretion, as a condition of recordation of the final map defining the area within which said areas are located. Greenbelts, buffers and open space areas may include wetlands, storm water detention areas, landscaping and decorative planting areas that do not interfere with the greenbelt, buffer and open space uses as determined by the City at its sole and unfettered discretion. Such areas not dedicated to City shall include a conservation easement granted to City in a form acceptable to the City consistent with Civil Code Section 815 et seq. 6.10. (a) Developer shall dedicate PA 27 (Nature Preserve), as shown in Specific Plan 11, in fee simple interest to City for the purposes of permanent open space preservation. Such dedication shall be in the form of an irrevocable offer of dedication on the first final map for the property, or at 0 () C 0 :1 -17- City's sole option, fee title transfer by grant deed and legal description may be requested by City to occur prior to approval of a Grading Permit for the property. City may at its sole discretion approve another agency, such as the Santa Monica Mountains Conservancy, to hold a grant deed in Trust for the Nature Preserve. (b) Concurrent with City or other City- approved agency acceptance of fee title for the Developer (and at City's sole discretion, the Homeowners' Association when it is legally a successor to Developer, or as a maintenance component of a Community Facilities District if such District is authorized by the City Council) shall submit an annual payment to City for the purposes of permanent management, maintenance, and mitigation monitoring for the Nature Preserve. On the effective date of this Agreement, the amount of the Open Space Maintenance Fee shall be One Hundred Thousand Dollars ($100,000.00) per year. The establishment of the HOA or other means as approved by City Council at its sole discretion shall include provisions for this perpetual obligation. The fee amount shall be adjusted annually on the anniversary of its acceptance by City, as provided above, by any increase in the Consumer Price Index (CPI) . The CPI increase shall be determined by using the information provided by the U.S. Department of Labor, Bureau of Labor Statistics, for all urban consumers within the Los Angeles /Anaheim /Riverside metropolitan area during the prior year. The calculation shall be made using the month which is four (4) months prior to the month in which the payment is due (e.g., if the fee payment due date occurs in October, then the month of .Tune is used to calculate the increase) . In the event there is a decrease in the referenced Index for any annual indexing, the Open Space Maintenance Fee shall remain at its then current amount until such time as the next subsequent annual indexing which results in an increase. In the event the CPI referred to above in this subsection is discontinued or revised, such successor index with which it is replaced shall be used in order to obtain substantially the same result as would otherwise have been obtained if the CPI had not been discontinued or revised. 0C, �n0 WF:M (c) Concurrently with recordation of the first final map for the Property, Developer agrees to grant, in a form acceptable to City, a conservation easement to retain as shown in the Specific Plan, in a predominantly open space condition consistent with Civil Code Section 815 et seq., except for intended uses as shown in the Specific Plan and as provided for in this Agreement for PA 12, 13, 14, 15, 16, 17, 18, 19, 20, 41, 42, 43, 44, 45, 46, 47, 54, 55, 64, 65 and 66. (d) No extraction of subsurface mineral resources, excavation, drilling, pumping, mining, or similar activity shall be allowed in any portion of the Property zoned Open Space or in the Nature Preserve. The limitations and exclusions described in this subsection shall be included in the conservation easements. 6.11. Developer shall provide twenty -seven (27) three (3) bedroom and two (2) bath single family units with a minimum of 1,200 square feet to be sold to buyers who meet the criteria for low income (80 percent or less of median income); eighteen (18) three (3) bedroom and two (2) bath single family units with a minimum of 1,200 square feet to be sold to buyers who meet the criteria for very low income (50 percent or less of median income); twenty -seven (27) four (4) bedroom and two (2) bath single family units with a minimum of 1,320 square feet to be sold to buyers who meet the criteria for low income (80 percent or less of median income), and eighteen (18) four (4) bedroom and two (2) bath single family units with a minimum of 1,320 square feet to be sold to buyers who meet the criteria for very low income (50 percent or less of median income). All single family units shall include a standard size two -car garage with roll -up garage door and a minimum driveway length of eighteen (18) feet measured from the back of sidewalk, have a minimum of fifteen (15) feet for rear years, twenty (20) feet for front yards, and sideyards as determined by City at its sole discretion at time the Residential Planned Development (RPD) permit is approved, include concrete roof tiles, and other amenities generally provided in the market -rate housing within the City (e.g., air conditioning /central heating, washer /dryer hookups, garbage disposal, built -in dishwasher, concrete driveway, automatic garage door opener) . The aforementioned ninety (90) units are collectively Q; 020 3 -19- �0 referred to as the for sale affordable housing units. At the City's sole discretion at the time of RFD approval, the for sale affordable housing units may be either attached or detached or some combination of attached and detached, as well as City's determination: on other requirements and features for the development of the for sale affordable units including but not limited to requirements for HOA, assessment districts, standards for interior streets, and other items typically determined as part of the City's discretionary approval for tract maps and RPDs. Developer further agrees that it has the obligation to provide the required number of for sale affordable housing units as specified above regardless of the cost to acquire or construct said housing units. Developer further agrees that the City has no obligation to use eminent domain proceedings to acquire any of the required housing units and that this subsection 6.11 is specifically exempt from the requirements of subsection 7.2 of this Agreement. Prior to recordation of the first final Tract Map for this Project, the parties agree to execute a Purchase and Sale Agreement which further sets forth the Developer's obligations of this subsection 6.11 and the City's obligations per subsection 7.7. The Purchase and Sale Agreement shall be in the form attached hereto as Exhibit ". The Developer agrees to pay all City costs for preparation of the Purchase and Sale Agreement and its implementation and administration through the sale and occupancy of the last of the ninety (90) for sale affordable housing units. Developer agrees that the intent of this subsection 6.11 and the Purchase and Sale Agreement is to provide the ninety (90) for sale affordable housing units consistent with applicable State and Federal laws and that said units remain affordable for the longest feasible time. Developer further agrees that the City at its sole discretion will make all decisions pertaining to the selection of eligible first time home buyers and all requirements placed on the sale of the ninety (90) for sale affordable housing units to said buyers. The difference between the initial purchase price by a qualified buyer and market value shall be retained by the City as a second deed of trust. 0 'k." 1"(3021 ` -20- The actual initial purchase price (Affordable Sales Price) paid by a qualified buyer, market value, buyer eligibility, resale restrictions, equity share and second trust deed provisions, and any other items determined necessary by the City will be approved by the City Council in its sole and unfettered discretion prior to or at such time as qualified buyers are selected to purchase the affordable housing units. All units shall meet the criteria of all applicable State laws to qualify as newly affordable to low income and very low income persons in the quantity as specified in this Agreement. None of the affordable units required by this Agreement shall duplicate or substitute for the affordable housing requirement of any other developer or development project. All subsequent approvals required of City under this subsection 6.11 shall be made at City's sole discretion. If any conflict exists between this Agreement and the Purchase and Sale Agreement or Specific Plan 11, then the provision providing the City the most favorable language for assisting eligible first time home buyers who meet the qualifications of low and very low income shall prevail. Developer agrees to provide new home warranties for the maximum time required by State law, but in no event less than (10) years. The City shall have the right to approve the home warranty program at its sole discretion. Developer agrees that all such warranties shall inure to the benefit of and be enforceable by the ultimate occupants of the low income and very low income units, and that all warranties by subcontractors and suppliers shall inure to the benefit of and be enforceable by such occupants. The qualified buyer (or the City in lieu of a qualified buyer at its sole discretion) shall have the same choices of finish options as purchasers of other units in the City and final walk - through approval of condition of unit before close of sale. Any options provided to buyers of similar market rate units in the City shall be provided to buyer(s) of the required units including but not limited to color and style choices for carpeting and other floor coverings. Flooring selections shall be made within 10 days of Developer's request for selection. In the event the monthly HOA fees for the affordable units exceed $100.00 for each affordable unit, -21- Developer shall deposit $120.00 for each dollar or portion thereof of the monthly HOA fees that are in excess of $100.00 into a City administered trust to assist with future HOA fees for each affected affordable unit. The Affordable Sales Price for the low- income buyers shall not exceed affordable housing cost, as defined in Sec. 50052.5(b) (2) of California Health and Safety Code. For a household of 4, the current monthly "affordable housing cost" would be 30% times 70% of $80,600.00, the then current median income for a household of 4 in Ventura County, divided by 12. This monthly amount includes the components identified in Section 6920 of Title 25 of the California Code of Regulations shown below. (See Section 50052.5(c) of the Health and Safety Code.) The Affordable Sales Price for a low income household of 4 or fewer would be $165,000 under current market conditions, based upon the following assumptions: Low Income Buyer Household of Four Item Detail Amount Initial Purchase Price $165,000 Down Payment 50 of Affordable Sales Price $8,250 { Loan Amount Affordable Sales Price less down payment $156,750 Interest Rate 5.95% Property Tax 1.250 of Affordable Sales Price $172 /mo. HOA $100 /mo. Fire Insurance $20 /mo. Maintenance $30 /mo. Utilities $171 /mo. The Affordable Sales Price for a low - income household of five or more would be based on the affordable housing cost for the actual household size. The assumptions associated with the above purchase price figures for low income households include a 5% down payment, based on the Affordable Sales Price, mortgage interest rate of 5.95 %, no mortgage 00 C), �) :G -22- insurance, property tax rate of Affordable Sales Price, homeowners' of $100 per month, fire insurance maintenance costs of $30 per month, $171 per month for a household of bedroom unit. 1.25 %, based on association dues Df $20 per month, and utilities of 4, assuming a 3 The Affordable Sales Price for the very low- income buyers shall not exceed affordable housing cost, as defined in Section 50052.5(b) (2) of California Health and Safety Code. For a household of 4, the current monthly "affordable housing cost" would be 30% times 500 of $80,600.00, the current median income for a household of 4 in Ventura County, divided by 12. This monthly amount includes the components identified in Section 6920 of Title 25 of the California Code of Regulations shown below. (See Section 50052.5(c) of the Health and Safety Code.) The Affordable Sales Price for a very low income household of 4 or fewer would be $104,000.00 under current market conditions, based upon the following assumptions: Very Low Income Buyer Household of Four Item Detail Amount Initial Purchase Price $104,000 Down Payment 5% of Affordable Sales Price $5,200 Loan Amount Affordable Sales Price less down payment $98,800 Interest Rate 5.950 Property Tax 1.25% of Affordable Sales Price $108 /mo. HOA $100 /mo. Fire Insurance $20 /mo. Maintenance $30 /mo. Utilities $171 /mo. That Affordable Sales Price for a very low- income household of five or more would be based on the affordable housing cost for the actual household size. The assumptions associated with the above purchase price figures for very low income households include a 5% down payment, based on the Affordable Sales Price, mortgage interest rate of 5.95 %, no mortgage insurance, property tax rate of 1.25 %, based on 0 C�o`i -23- Initial Purchase Price, homeowners' association dues of $100 per month, fire insurance of $20 per month, maintenance costs of $30 per month, and utilities of $171 per month for a household of 4, assuming a 3 bedroom unit. Developer acknowledges that changes in market conditions may result in changes to the Affordable Sales Price, down payment amounts, mortgage interest rates, and other factors for the low income and very low income buyers. Furthermore, if "affordable housing cost ", as defined in Section 50052.5 of California Health and Safety Code, should change in the future, the above guidelines will be modified to achieve substantially the same result as would otherwise have been obtained had it not been changed. In the event the City, at its sole discretion purchases one or more of the for sale affordable units from Developer in lieu of a qualified buyer, the Affordable Sales Price shall be based on a household size of 4 persons and consistent with all requirements of this subsection 6.11. Developer agrees that prior to and upon the sale of a required unit to a qualified buyer (or City in lieu of a qualified buyer as determined by City at its sole discretion), City may, at its sole discretion, take any actions and impose any conditions on said sale or subsequent sale of the unit to ensure ongoing affordability to low and very low income households and related matters. After the sale of a housing unit by Developer to a qualified buyer (or City in lieu of a qualified buyer as determined by City at its sole discretion), City, not Developer, shall have sole responsibility for approving any subsequent sale of that housing unit. Developer shall pay closing costs for each unit, not to exceed $6,000. Beginning March 1, 2007, and on March 1St for each subsequent year, the maximum $6,000 to be paid for closing costs shall be increased annually by any percentage increase in the Consumer Price Index (CPI) for All Urban Consumers for Los Angeles /Orange /Riverside metropolitan area during the prior year. The calculation shall be made using the month of December over the prior month of December. In the event there is a decrease in the CPI for any annual indexing, the amount due shall remain at its then current amount until such time as the next subsequent annual indexing which results in an increase. In the event the CPI referred to above in -24- 0 i1 v'vw.J this subsection is discontinued or revised, such successor index with which it is replaced shall be used in order to obtain substantiall -r the same result as would otherwise have been obtained if the CPS had not been discontinued or revised. The referenced Developer funded closing costs shall be for the benefit of qualified buyers (or City in lieu of qualified buyers as determined by City at its sole discretion for one or more of the required units) in their acquisition of a unit from Developer not Developer's acquisition of a unit from one or more third parties. The Developer's escrow cost shall not exceed the then applicable maximum amount per unit regardless of the number of escrows that may be opened on a specific unit prior to the closing of the initial sale to a qualified buyer or the City in lieu of a qualified buyer. Prior to approval of the first residential occupancy in Specific Plan 11, Developer must have received city approval of a tentative tract map and residential planned development (RPD) permit and any other required permits and approvals to allow construction of the referenced ninety (90) for sale affordable housing units on PA 9 within Specific Plan 11. Developer shall be responsible for the following at its sole cost and expense: (a) Processing of City required entitlements including but not limited to Tentative Tract and Final Map and Residential Planned Development Permit (RPD) and related. (b) Payment of all required City fees for processing of applications for (a) and (b), above, consistent with City's Fee Schedule in effect at the time an application is filed with the City. (c) Pay all City capital improvement and mitigation fees including but not limited to those fees required in subsections 6.3, 6.4, 6.5, 6.12, 6.16, 6.19 and 6.32 of this Agreement. (d) Grade the site per approved map, utilities, and construct all public improvements consistent with City typical for such subdivision. -25- install all and private standards 0 () (11 �3 IL for any reason less than ninety (90) dwelling units are approved for PA 9 by the City, Developer shall pay Three Hundred Thousand Dollars ($300,000.00) to City for each unit less than the required ninety (90) units. The total amount shall be due and payable prior to occupancy of the first for sale affordable housing unit. This amount shall be adjusted on March 1, 2007, by any increase in the median price of single family detached for sale housing in Ventura County as most recently published by Data Quick (Housing Index) and annually thereafter on each January 1. In the event there is a decrease in the Housing Index for any annual indexing, the amount due shall remain at its then current amount until such time as the next subsequent annual indexing which results in an increase. In the event the Housing Index referred to above in this subsection is discontinued or revised, such successor index with which it is replaced shall be used in order to obtain substantially the same result as would otherwise have been obtained if the Housing Index had not been discontinued or revised. In the event less than ninety (90) for sale affordable housing units are approved, the first such unit deducted from the required number of units shall be a low income unit, and the second unit a very low income unit, and so forth in the same order. In the event Developer does not receive City approval for at least eighty (80) dwelling units on PA 9 prior to March 1, 2009, City at it's sole discretion can require payment in the amount of Twenty -three Million Dollars $23,000,000.00 payable prior to approval of the first residential occupancy for Specific Plan 11. Effective March 1, 2010, this amount shall increase by one -half of one percent (.5 %) each month until paid. Developer agrees to guarantee the affordability of ninety (90) residential rental units for the life of the Project as follows: 36 units at very low income (50% of median income) and 54 units at low income (60% of median income). The ninety (90) residential rental units shall be referred to as affordable rental units and shall be restricted for persons age 60 or older in PA 49 of Specific Plan 11. The affordable rental units shall consist of forty (40) two bedroom and one (1) bath units with a minimum of 680 square feet and 1.1 ti/' %_J V V -26- fifty (50) one (1) bedroom and one (i) bath units with a minimum of 580 square feet as follows: s Prior to - -Low �— -- i 2 Bedroom 24 — 1 Bedroom 30 Total 54 !Very Low 16 20 36 (Total 40 50 90 1 The method of selecting eligible tenants, tenant eligibility requirements, the respective roles of the City and the Developer and any other items determined necessary by the City shall be set forth in an Affordable Housing Implementation and Rental Restriction Plan (the "Plan "). The Plan shall restrict the rents of all ninety (90) units as referenced above and shall be consistent with this Agreement and approved by the City Council in its sole and unfettered discretion prior to the final inspection and occupancy approval for the first residential unit in the Project. The Developer and City shall, prior to the occupancy of the first residential unit for the Project, execute an Affordable Housing Agreement that incorporates the Plan in total and is consistent with this Agreement. Developer agrees to the extent permitted by applicable state and federal law to grant priority to eligible Moorpark residents for the life of the Project. Developer shall pay the City's direct costs for preparation and review of the Plan and the Affordable Housing Agreement, up to a maximum of Ten Thousand Dollars ($10,000.00). By mutual agreement of Developer and City, in lieu of the aforementioned Affordable Housing Agreement, these provisions may be incorporated into the Regulatory Agreement if revenue bonds are issued by the City for this Project. In addition, the Developer agrees not to convert the Project to for -sale condominiums, community apartments, planned development, stock cooperative, or other common interest development, or as congregate care or assisted living facility for the life of the Project. The approval process and construction for the ninety (90) affordable rental units shall include payment of all City improvement and mitigation fees including but not limited to those fees required in subsections 6.3, 6.4, 6.5, 6.12, 6.16, 6.19, and 6.32 of this Agreement. In the event the affordable rental units are exempt from the payment of any portion or all of the real -27- U3 +,vu1 secured and unsecured property taxes, Developer shall pay City a fee to offset such loss of property tax payment to the City. Developer agrees prior to occupancy of the first residential unit for the Project, to enter into an agreement with the City to pay the City each year the amount the City would have received if they were not exempt from said payment of property taxes. The agreement shall include but not be limited to: A. If that portion of the Project encompassing the affordable rental units is sold or transferred to another entity, the fee amount shall increase based on the new value of the property as if it was reassessed consistent with applicable laws. B. The first year amount shall be based on Eight Hundred Dollars ($800.00) for each One Million Dollars ($1,000,000.00) of value of the property as if it was assessed for property tax purposes consistent with applicable laws. C. The payment amount shall increase two percent (2s) each year above the prior year amount except as noted in A., above. In no event shall there be a decrease in the amount paid in any year compared to the prior year. D. Payments shall be made twice each year on dates as mutually agreed upon with provisions for penalties and interest in the event of late or non - payment. 6.12. Developer agrees that the Mitigation Measures included in the certified Final Program EIR and approved Mitigation Monitoring and Reporting Program, or subsequent environmental clearance document approved by the City Council, set forth the mitigation requirements for air quality impacts. Developer agrees to pay to the City an air quality mitigation fee, as described herein (Air Quality Fee), in satisfaction of the Transportation Demand Management Fund mitigation requirement in the Final Program EIR for Specific Plan 11. The Air Quality Fee may be expended by City in its sole discretion for reduction of regional air pollution emissions and to mitigate residual Project air quality impacts. -28- 0 %,IJ2 At the time the Fee is due, the City may at its sole discretion require Developer to purchase equipment, vehicles, or other items, contract and pay for services, or make improvements for which Developer shall receive equivalent credit against Air Quality Fee payments or refund of previous payments. The Air Quality Fee shall be One Thousand, Six Hundred Thirty -Six Dollars ($1,636.00) per market -rate residential unit to be paid prior to the issuance of each building permit. Commencing on March 1, 2007, and annually thereafter the Air Quality Fee shall be adjusted by any increase in the Consumer Price Index (CPI) until all fees have been paid. The CPI increase shall be determined by using the information provided by the U.S. Department of Labor, Bureau of Labor Statistics, for all urban consumers within the Los Angeles /Anaheim /Riverside metropolitan area during the prior year. The calculation shall be made using the month of December over the prior month of December. In the event there is a decrease in the CPI for any annual indexing, the fee shall remain at its then current amount until such time as the next subsequent annual indexing which results in an increase. In the event the CPI referred to above in this subsection is discontinued or revised, such successor index with which it is replaced shall be used in order to obtain substantially the same result as would otherwise have been obtained if the CPI had not been discontinued or revised. For institutional and commercial uses, the Air Quality Fee shall be calculated by the Director of Community Development consistent with the then applicable Ventura County Air Quality Management District URBEMIS Model prior to the first occupancy approval for each institutional use. 6.13. Developer hereby waives any right that it may have under California Government Code Section 65915 et. seq., or any successor thereto, or any other provision of Federal, State, or City laws or regulations for application or use of any density bonus that would increase the number of dwelling units approved to be constructed on Specific Plan 11. 6.14. Developer agrees to cast affirmative ballots for the formation of one or more assessment districts and levying of assessments, for the maintenance of slope, -29- 0 C0 :3 parkway and median landscaping and street lighting, including but not limited to all water and electricity costs, and if requested by the City Council, parks for the provision of special benefits conferred by same upon properties within the Project. Developer further agrees to form one or more property owner associations and to obligate said associations to provide for maintenance of parkway and median landscaping and street lighting in the event the aforementioned assessment district is dissolved or altered in any way or assessments are reduced or limited in any way by a ballot election of property owners, or if the assessment district is invalidated by court action. Prior to recordation of the first final map for the Property, if required by the City at its sole discretion, Developer shall also form one or more property owner associations to assume ownership and maintenance of open space land, trails, storm water detention and /or debris basins and related drainage facilities, landscaping, and other amenities, and to comply with the National Pollutant Discharge Elimination System (NPDES) requirements of the Project. The obligation shall be more specifically defined in the Plan and Subsequent Approvals. 6.15. Prior to issuance of the first grading permit for each phase of grading as described in Specific Plan 11, all oil drilling, pumping and extraction easements, and any other mineral rights shall be acquired by Developer for that portion of the Nature Preserve to be dedicated to City with that phase of grading. This shall be more specifically addressed in the Implementation Plan referenced in subsection 6.31. of this Agreement. 6.16. Developer shall pay the Los Angeles Avenue Area of Contribution (AOC) fee for each residential lot, non- residential and institutional use prior to the issuance of a building permit for each lot or use. The AOC fee shall be the dollar amount in effect at the time of issuance of the building permit for each residential lot, non - residential and institutional use. 6.17. Developer shall install landscape screening along the west side of PA -15 along the rear of the homes on University Drive. The landscape plans shall be approved by the Director of Community Development. Installation of the landscaping shall occur prior to U'� v -30- �v s the issuance of the first building permit for the Property. 6.18. Prior to submittal of an application for any subdivision or the issuance of a grading permit whichever comes first, Developer shall acquire the approximate 9.1 acre portion of Specific Plan 11 owned by the Ventura County Community College District ( VCCCD) and any land owned by VCCCD necessary for the connection of Collins Drive to "A" and "E" streets. 6.19. Developer agrees to pay a Property Fee prior to issuance of the final inspection approval for each market -rate residential unit as follows: The greater of: 1. Thirty Thousand Dollars ($30,000.00) per residential unit adjusted annually commencing January 1, 2007, and each January 1 thereafter by any increase in the median price of a single family detached for sale housing in Ventura County as the most recently published by Data Quick (Housing Index). In the event there is a decrease in the Housing Index for any annual indexing, the Property Fee shall remain at its then current amount until such time as the next subsequent annual indexing which results in and increase. In the event the Housing Index referred to above in this subsection is discontinued or revised, such successor index with which it is replaced shall be used in order to obtain substantially the same result as would otherwise have been obtained if the Housing Index had not been discontinued or revised. •- 2. Two percent (2 %) of the total final sales price of the real property (lot) and house construction as reported to the Ventura County Assessor. In the event the real property or dwelling unit is leased rather than sold to a Bonafide Purchaser, then prior to the effective date of the lease agreement, the Developer at its cost shall cause an appraisal to be prepared for the property to be leased to determine its fair market value. The appraiser shall be selected by the City Manager or his /her designee. -31- Developer agrees that the Property Fee for commercial and institutional uses shall be Fifty -Seven Thousand Dollars ($57,000.00) per acre adjusted annually commencing January 1, 2007, and each January 1 thereafter by any increase in the value of commercial properties in Ventura County as most recently published by Data Quick (Annual Index). In the event there is a decrease in the Annual Index for any annual indexing, the Property Fee shall remain at its then current amount until such time as the next subsequent annual indexing which results in an increase. In the event the Annual Index referred to above in this subsection is discontinued or revised, such successor index with which it is replaced shall be used in order to obtain substantially the same result as would otherwise have been obtained if the Annual Index had not been discontinued or revised. Thirty -five (35) years after the QpetatlVe Date of this Agreement, the City, at its sole discretion, may require Developer to pay the Property Fee for all remaining lots (whether or not part of a Tentative Final Map) based on the total number of residential lots /units and commercial and institutional acres approved in Specific Plan 11. The Property Fee shall be the amount most recently paid for residential and commercial /institutional, respectively. The Developer shall pay a Property Fee for the for sale affordable units of two percent (2%) of the Affordable Sales Price. The Property Fee for the very low income affordable rental units shall be two percent (2 %) of the then current Affordable Sale Price for the very low income for sale affordable housing unit, and the Property Fee for the low in come affordable rental units shall be two percent (2 %) of the then applicable Affordable Sale Price for the low income for sale affordable housing units. The Affordable Sales Price shall be calculated using the method prescribed in subsection 6.11 of this Agreement whether or not any of the for sale affordable units are still available for sale by the Developer. 6.20. Developer agrees that any fees and payments pursuant to this Agreement shall be made without reservation, and Developer expressly waives the right to payment of any such fees under protest pursuant to California Government Code Section 66020 and statutes amendatory or supplementary thereto. Developer further agrees n st�,f-1" —32— U '0 v ..+ +.J K! that the fees it has agreed to pay pursuant to subsections 6.3., 6.5., 6.9., 6.11., 6.12., 6.19., and 6.29. of this Agreement are not public improvement fees collected pursuant to Government Code Section 66006 and statutes amendatory or supplementary thereto and that for purposes of Covernment Code Section 65865(e) and statutes amendatory or supplementary thereto. 6.21. (Left Blank) 6.22. Developer agrees to comply with Section 15.40.150 of the Moorpark Municipal Code and any provision amendatory or supplementary thereto for annual review of this Agreement and further agrees that the annual review shall include evaluation of its compliance with the certified Final Program EIR and approved MMRP. 6.23. Developer shall construct the Moorpark College Freeway Interchange and the four -lane collector road connecting said Interchange to the Specific Plan site ( "Access Road "), as identified in Specific Plan 11. To ensure timely completion of said Interchange and Access Road, Developer shall satisfy the following thresholds: (a)Title to the lands necessary to construct the Interchange and Access Road must be acquired by the Developer prior to issuance of the first grading permit for Specific Plan 11; (b)The Interchange Project Study Report and Project Report must be approved by Caltrans prior to approval of the first final map on Specific Plan 11; (c)The Interchange Encroachment Permit must be issued by Caltrans prior to issuance of the 250th residential building permit on Specific Plan 11; (d)The Interchange and Access Road must be fully funded and commence construction prior to issuance of the 300th building permit on Specific Plan 11; (e)The Interchange and Access Road must be completed and operational prior to issuance of the 500th building permit on Specific Plan 11; and (f)Except as described herein as to PA -28 and PA -29, no vegetation shall be removed in the Buildout Area (Phases B and C) and no land shall be graded within 00 )%0 -33- lD the grading limits of the Buildout Area (Phases B and C) until construction of said Interchange and Access Road are: (i) fully permitted; (ii) fully funded to ensure completion.; (iii) at a point in construction where completed and approved work represents at least fifty percent (50 %) of the budgeted construction costs; and (iv) not more than twelve (12) months from expected completion, as determined by the City Community Development Director. This provision shall not apply to vegetation removal or grading necessary for soils testing or archeological resources testing. The Interchange and Access Road must be fully complete and accepted by the City and Caltrans. Vegetation clearing and grading in PA -28 and PA -29 shall be permitted when the Interchange and Access Road are fully permitted and funded to ensure completion. In the event the Developer is unable to acquire by purchase the right -of -way necessary to construct the Access Road, and if requested in writing by Developer and limited to the City's legal authority, the City shall proceed to acquire, at Developer's sole cost and expense, easements or fee title to such land in which Developer does not have title or interest in order to allow construction of public improvements required of Developer, including any land outside the City's boundaries. The process shall generally follow Government Code section 66457 et seq. and shall include the obligation of Developer to enter into an agreement with the City, guaranteed by cash deposits and other security as the City may require, to pay all City costs, including but not limited to, acquisition of the interest, attorney fees, appraisal fees, engineering fees, and City overhead expenses of fifteen percent (15 %) on all out -of- pocket costs and City staff costs. Nothing in this provision compels the City to complete the eminent domain process if, in the sole and unfettered judgment of the City, condemnation of the access right -of -way is not in the public interest. A decision by the City not to complete the eminent domain process shall not relieve the Developer from the requirement to construct the Interchange and Access Road and does not constitute a waiver of the offsite improvements, pursuant to Government Code section 66457 et seq. 6.24. Developer shall provide to the Ventura County Fire Protection District (Fire District) title, access and all utilities for a 1.5 -acre net usable site (PA -23, -34- U 00 %'-A*S unless modified as discussed below), for a fire station prior to issuance of the 501" building permit. Alternately, the fire station may be located on a site within the Community Park (PA -10) mutually agreeable to the City and the Fire District. If the City and Fire District cannot agree on such a site, the fire station shall remain in Planning Area 23 (PA -23). The land shall be deed restricted in the form of a covenant running with the land, as set forth in Exhibit "A" attached hereto and incorporated herein, to limit use of the land to a fire station, and the covenant shall be recorded in the offices of the County Recorder of the County of Ventura concurrently with the deed transferring fee title to the Fire Protection District. Developer shall install traffic signal traffic pre- emption control devises at the main intersection directly in front of the fire station and at other traffic signals within Specific Plan 11, as determined by the City Engineer. Developer shall pay to the Fire District the Fire Impact Fee, plus the difference between (a) the total cost to construct a fire station ($4,000,000, adjusted by any change in the CPI) ; and (b) the total Fire District Facility Fees paid or to be paid in Specific Plan 11 (1,500 units at $232.51 = $348,765) and the total property tax revenues generated to the Fire District by Specific Plan 11 between project approval by the Moorpark electorate and first property tax payment date following the sale of the 500th unit. Subject to a joint agreement with the Fire District, the City agrees to consider financing the fire station as defined above and the Fire Impact Fee through a Community Facility District. If the City does not include the referenced cost in a CFD, the applicant agrees to pay fees on the first 500 market -rate homes sufficient to generate the difference between (a) the total cost to construct a fire station ($400,000, adjusted by any change in the CPI); and (b) the total Fire District Facility Fees paid or to be paid in Specific Plan 11 (1,500 units at $232.51 = $348,765) and the total property tax revenues generated to the Fire District by Specific Plan 11 between project approval by the Moorpark electorate and first property tax payment date following the sale of the 500th unit. -35- 0J("'Vv3 Developer acknowledges that the referenced Fire Facility Fee could be increased or decreased in the future and such calculation would be based on the then applicable fee. 6.25. Developer agrees to provide the City with cash deposits as the City may require at its sole discretion to pay all City and related costs for the proceedings and related services for possible formation of a District as referenced in subsection 7.6. of this Agreement, which may be required to be paid prior to formation of a District, or in the event a District is not formed, after the commencement of proceedings related thereto. Said costs may include but are not limited to attorney fees, engineering fees, City staff costs, and City overhead expenses of fifteen percent (15 %) on all out of pocket and professional service costs. In the event a CFD is authorized, the Developer agrees, to the extent permitted by law, to exclude the nature preserve, school site, public park sites, fire station site, the for sale affordable housing units, and the affordable rental housing units from any CFD assessments. In the event any of the aforementioned lots or uses are assessed for any CFD, Developer agrees to prepay such assessment. Developer further agrees that the City may at its sole discretion select the bond counsel, underwriter, financial advisor, and any other professional service provider the City deems necessary to process the possible formation of a District and that said District may include, at City Council's sole discretion, one or more maintenance components such as police services. 6.26. Developer agrees that any election to acquire property by eminent domain shall be at the City's sole discretion, and only after compliance with all legally required procedures including but not limited to a hearing on a proposed resolution of necessity. 6.27. Developer shall cooperate, and pay all direct, indirect, and out -of- pocket costs, to process an application for expansion of the City's Sphere of Influence and annexation of the property encompassed by Specific Plan 11 to the City of Moorpark. Said costs may include but are not limited to attorney fees, engineering fees, City staff costs, and City overhead -36- expenses of fifteen percent: (15 =,} cry all ot-�t cf pocket and professional service costs. 0.28. Developer shall use an interim construction access route for Specific Plan 11 through the existing access easement or. the Waste Management Property at the east end of Campus Park Drive, provided the following conditions are satisfied: (a)Access by heavy construction trucks shall be limited to 500 trips per week with a maximum of 160 trips in any given day; (b)Developer shall complete those Collins /Campus Park /SR -118 improvements as defined in Exhibit "—I' over which the City has full permit authority, prior to issuance of the first grading permit for onsite development. Developer agrees to complete all Collins /Campus Park /SR -118 improvements as defined in Exhibit "_" prior to the issuance of the first building permit; (c)Heavy construction truck traffic shall be limited to the hours between 8:00 a.m. and 4:00 p.m., Monday through Friday. No weekend or holiday heavy construction truck traffic shall be permitted; (d)Developer shall sweep Campus Park Drive between Collins Drive and Campus Road on each day for which there are more than 25 truck trips on Campus Park Drive; (e)Developer shall replace the rear windows of the homes backing onto Campus Park Drive with new dual paned windows; (f)Trucks shall not queue on Campus Park Drive, or any other public street; (g)Developer shall provide the City a deposit sufficient to fund the monitoring of these conditions; (h)Developer shall install wrought iron fencing and block pilasters, and landscaping screening along the west and north sides of College View Park, along Collins Drive and Campus Park Drive. Such wrought iron fencing shall be similar in design and the same quality as the fencing installed in Tierra Rejada Park and the landscape and fencing plans WIC f) At -37- including exact location shall be approved by the Director of Community Development and Director of Parks, Recreation, and Community Services. Installation of the fencing and landscaping shall occur prior to the issuance of the first grading permit for the Property. Developer shall also replace in kind, or in cash, as determined by City in its sole discretion, all park improvements removed as a result of the widening of Collins Drive and Campus Park Drive required by the EIR mitigation measures, Project Approvals, or Subsequent Approvals; and (i)Developer shall keep the pavement in the affected portion of Campus Park Drive in good condition as determined by the City Engineer at his /her sole discretion during the time it is used as interim construction access including but not limited to pothole repair, crack seal, slurry seal, and asphalt overlay. Within sixty (60) days of termination of Developer's use of said road as interim construction access, Developer shall provide a minimum two inch rubberized asphalt overlay of the street including any necessary preparatory work including but not limited to crack sealing, pavement fabric, remove and replace failed areas, and grinding operations, or if as determined by the City Engineer in his /her sole discretion and based on reflective tests or similar evaluative study, the street shall be reconstructed. Failure to comply with the above conditions shall be cause for the City to halt all construction activity within the boundaries of Specific Plan 11, until such time as the City is satisfied that plans are in place to ensure such failure will not be repeated. 6.29. Developer agrees to pay to the City no later than thirty (30) days after City Council action setting an election for the voters to consider approval of this Agreement, Fifty Thousand Dollars ($50,000.00) for the preparation of a City -wide Parks Master Plan. 6.30. Developer agrees that the City will not approve any tentative map for any portion of the Property until the Applicant has executed a mitigation agreement with the Moorpark Unified School District (MUSD) in substantial conformity with provisions of the North Park Village Memorandum of Understanding approved by the Moorpark Unified School District on March 8, 2005. -38- 0 IC) 0; ti> - Kam., - eveloper further agrees that any land within the Project area that is dedicated to MUSD, or any successor district, shall be deed restricted in the form of a covenant running with the land, as set forth in Exhibit "C" attached hereto and incorporated herein, to limit use of the land to public school facilities, kindergarten through 12th grade, and the covenant shall be recorded in the offices of the County Recorder of the County of Ventura concurrently with the deed transferring fee title to MUSD or a successor district. 6.31. Prior to the submittal of an application for any subdivision, or any other development project or entitlement application, Developer shall submit and gain approval from City Council of an Implementation. Plan to specifically address the requirements for implementation, phasing, financing, construction and responsibilities for the maintenance of on- and off -site improvements, facilities, and services including rough and final grading plans for the Project, open space, parks, streets and roads, trails, drainage, water, recycled water, and wastewater treatment improvements required for implementation of the Specific Plan development, including the requirements required for each approved phase of the Project. The Implementation Plan shall also address the specific requirements to be completed and the entity responsible for each item including the amount and form of sureties to guarantee all required items as well as the responsible entities. The approval of the Implementation Plan and any amendments thereto shall be at the City Council's sole discretion. Prior to sale or any transfer of ownership of any portion of the Property (except individual lots after construction of houses), Developer shall seek City approval of an amendment to the Implementation Plan to address the responsibilities of each entity. Developer agrees to accept the Implementation Plan as approved by the City and to install the improvements as determined by the City and at such times as deemed necessary by the City Council. The design and construction of all improvements addressed in the Implementation Plan shall be consistent with standards, plans, and specifications as determined by the City Council at its sole discretion. Developer shall pay City's costs for plan check, inspection, and administration of such processes including City overhead and administrative costs. UC%, C;�` -39- In addition to the general items referenced above, the Implementation Plan shall include but nor_ be limited to the following: 1. A provision obligating the Developer for the long term maintenance of public and private streets within the Project and all off -site public streets that are used by construction vehicles. 2. Construction of storm drain systems including detention basins and compliance with all applicable federal, state, and county regulations including but not limited to NPDES. 3. Installation of utilities to all sites planned for public uses including but not limited to domestic and recycled water, sewer, storm drains, gas, electric, telephone, cable television, and fiber optics. 4. Construction of sidewalk on the north side of Campus Park Drive between Delfen Street and Collins Drive. 5. Installation of landscaping within a portion of the existing sidewalk on the south side of Campus Park Drive between College View Park and Beragan Street. 6. Construction of a raised median on Campus Park Drive between Delfen Street and Campus Road /Beragan Street and landscaping in the median on Campus Park Drive between Collins Drive and Campus Road /Beragan Street. 7. Construction of raised landscape median on Collins Drive from Campus Park Drive to its terminus with "A" Street. 8. Determination on the funding mechanism for the maintenance of items 5., 6., and 7. above. 9. Construction of the extension of Collins Drive from University Drive (northeast location) to its intersection with "A" Street including construction of sidewalk and bike lanes on both sides and landscaping on the northwest side. 10. Construction of a second southbound lane on Collins Drive from Hearon Drive to Benwood Drive. 0 A"'I -40- 11. Preparation of a Lake Management Plan with provisions for construction, management, maintenance, and public access for related public facilities and including but not limited to docks, boat rentals, trails and construction of a swim lagoon as part of the lake with restrooms, shower /changing facilities. 12. Installation of traffic signals or other traffic control devices at: A. "A" Street and Collins Drive (currently Campus Road owned by VCCCD) B. "E" Street and Collins Drive (currently Campus Road owned by VCCCD) C. University Drive (southwest location) and Collins Drive D. Hearon Drive and Collins Drive E. Intersections within the Project 13. Transit Plan to serve the Project. 14. Schedule for dedication of sites for public uses not specifically addressed in the Development Agreement. 15. Provisions to address the potential for sales of residential lots to other developers and subsequent sales that do not include required RPD provisions. 16. Location, improvement, ownership, and maintenance of fire access roads. 17. Developer's maintenance obligation for on- and off -site parkway, slope and median maintenance, street lighting, private and public park maintenance, storm drain systems including detention basins, culverts, pipes, and compliance with National Pollutant Discharge Elimination System (NPDES) requirements of the Project, private and public trails, private and public streets, Nature Preserve, and public and private open space areas, and all other properties planned to be owned by a public entity or in some form of common ownership. City Council shall at its sole discretion determine in addition to existing Citywide 0�� -41- e maintenance districts for parks, street lighting and median, slope and parkway landscaping, what additional maintenance districts the Project shall be subject to and for what purposes. The City Council shall also determine at its sole discretion what maintenance responsibilities shall be assigned to one or more property owner associations. 18. Prepare schedule for payment of costs by Developer to City for managing and implementing the MMRP during the build out of the Project. 19. Elimination of all oil drilling, pumping and extraction rights and easements, and all other mineral rights from the Nature Preserve (PA27). 6.32. In addition to fees specifically mentioned in this Agreement, Developer agrees to pay all City capital improvement, development, and processing fees at the rate and amount in effect at the time the fee is required to be paid. Said fees include but are not limited to Library Facilities Fees, Police Facilities Fees, Fire Facilities Fees, entitlement processing fees, and plan check and permit fees for buildings and public improvements. Developer further agrees that unless specifically exempted by this Agreement, it is subject to all fees imposed by City at the operative date of this Agreement and such future fees imposed as determined by City in its sole discretion so long as said fee is imposed on similarly situated properties. 6.33. Developer agrees at its sole cost to install traffic signals at any intersection within the Project as determined by the City in its sole discretion. Final design, plans, and specifications shall be as approved by the City Council. Developer shall also pay City's costs for plan check and inspection plus City administrative costs. 6.34. Developer shall construct public streets adjacent to school and park sites as depicted in the Specific Plan regardless of whether said streets are designated as local or collector streets for a length and to a standard that includes a curb -to -curb width of between 48 feet and 60 feet as determined at City's sole and unfettered discretion in order to provide street parking, bike lanes, and turn lanes in addition to at least two (2) travel lanes and necessary transitions. ()0C� -'s -42- 33. Developer agrees to pay all property taxes regl_lar and supplemental), special assessments, CFD assessments and all other components of its property tax bills on or prior to the dates specified in the statements provided to it by the Ventura County Tax Collector. 6.36. All public streets shall be constructed in a manner to provide a 50 -year life as determined by the City Engineer and the final one and one -half inches (1%1') of pavement shall consist of rubberized asphalt. 6.37. Prior to issuance of the first grading permit for the Property, pay City $ as a contribution for the required updates to the General Plan Elements necessitated by the approval of Specific Plan No. 11. 6.38. Developer agrees that in the event the cable television services or their equivalent are provided to the Project under collective arrangement or any collective means other than by a City Cable Franchisee (including, but not limited to, programming provided over a wireless or satellite system contained within the Project), the responsible Developer or successor entity shall pay monthly to City an access fee of five percent (50) of gross revenue generated by the provision of those services, or the highest franchise fee required from any City Cable Franchisee, whichever is greater. "Gross revenue" is as defined in Chapter 5.06 of the Moorpark Municipal Code and any successor amendment or supplementary provision thereto. Developer further agrees that in the event cable television services or their equivalent are provided to the Project by any means other than by a City Cable Franchisee, that the City's government channel shall be available to all units as part of any such service on the same basis as if the Project was served by a City Cable Franchisee. Developer also agrees to add this language to any Regulatory Amendment as part of the sale of any revenue bonds issued by the City for this Project or to any other agreement affecting this Property if requested by the City. 6.39. Developer agrees to reimburse City for all costs to maintain "A" Street until such time as it receives occupancy of the 1101St dwelling unit. All maintenance shall be at City's sole discretion, and Developer agrees to pay direct costs including labor and materials, City staff costs, and fifteen percent (15%) City overhead on all costs, and shall make such () -43- Payments within thirty (301 days of receiving an invoice from the City. Maintenance costs shall include but not be limited to pavement, signs, pavement markings, and traffic control devices including traffic signals. This is in addition to any obligations Developer may have as a result of using "A" Street as construction access to the Property. 6.40. Developer agrees that recycled water shall be available to the Project prior to issuance of the 501st building permit for the Project. 6.4 J— Developer agrees that the Helispot and Observatory uses referenced in the Specific Plan as potential uses in the Nature Preserve (PA 27) may be permitted by City with limitations subject to a License Agreement by the Moorpark City Council at its sole discretion. Developer further agrees that the water storage facilities shown in the Nature Preserve (PA 27) of the Specific Plan will be permitted by the City subject to certain deed restrictions and other conditions as mutually determined by City and Ventura County Waterworks District No. 1 to insure consistency with the MMRP. 7. City Agreements. 7.1. The City shall commit reasonable time and resources of City staff to work with Developer on the expedited and parallel processing of applications for Subsequent Approvals for the Property and shall use overtime and independent contractors whenever possible. Developer shall assume any risk related to, and shall pay the additional costs incurred by the City for, the expedited and parallel processing. 7.2. If requested in writing by Developer and limited to the City's legal authority, the City at its sole discretion shall proceed to acquire, at Developer's sole cost and expense, easements or fee title to land in which Developer does not have title or interest in order to allow construction of public improvements required of Developer including any land which is outside the City's legal boundaries. The process shall generally follow Government Code Section 66457 et seq. and shall include the obligation of Developer to enter into an agreement with the City, guaranteed by cash deposits and other security as the City may require, to pay all City costs, including but not limited to, acquisition -44- of the interest, attorney fees, appraisal fees, engineering fees, City staff costs, and City overhead expenses of fifteen percent (15 %) on all out -of- pocket costs. 3. The City Manager is authorized to sign an early grading agreement on behalf of the City to allow rough grading of the Project prior to City Council approval of a final subdivision map. Said early grading agreement shall be consistent with all tentative map conditions, Project Approvals and this Agreement and contingent on City Engineer and Director of Community Development acceptance of a Performance Bond in a form and amount satisfactory to them to guarantee implementation of the erosion control plan and completion of the rough grading consistent with Specific Plan 11. In the case of failure to comply with the terms and conditions of the early grading agreement, the City Council may, by resolution, declare the surety forfeited. 7.4. The City agrees that whenever possible as determined by the City in its sole discretion to process concurrently all land use entitlements for the Property so long as said entitlements are deemed complete. 7.5. The City agrees that the land and improvements required under subsection 6.7. of this Agreement meets Developer's obligation for park land dedication provisions of state law and City codes. 7.6. The City agrees that upon receipt of a landowners' petition by Developer and Developer's payment of a fee, as prescribed in California Government Code section 53318, as well as payment for costs described in subsection 6.25 of this Agreement, the City shall commence proceedings to form a Mello -Roos Community Facilities District ( "District ") and to incur bonded indebtedness in an amount determined by the City Council at its sole and unfettered discretion, to finance all or portions of the public facilities, infrastructure and services that are required by Specific Plan 11 and that may be provided pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Act "), including, but not limited to public utilities (and those within private roads), acquisition of the Nature Preserve and public park land, City and special district facility fees, fire station construction and construction of the Moorpark College Freeway Interchange and Access Road; provided, however, the City Council, in its sole and unfettered discretion, -45- may abandon establishment of the District upon the conclusion of the public hearing required by California Government Code section 53321 and /or deem it unnecessary to incur bonded indebtedness at the conclusion of the hearing required by California Government Code Section 53345. The purpose of any such District may also include fees for funding public facilities, infrastructure, and services that are required by Specific Plan 11 to the extent permitted by the Act as determined by bond counsel for the District's bond indebtedness financing. The City may select and retain bond counsel, engineers, underwriters, financial advisors and any other professional service providers it deems necessary at its sole discretion to conduct proceedings and related services for possible formation of a District. The City further agrees that, to the extent permitted by the Act as determined by bond counsel, Developer may be reimbursed for costs advanced by Developer for formation and related proceedings. In the event that a District is formed, the special tax levied against any residential lot or residence thereon shall afford the buyer the option to prepay the special tax in full prior to the close of escrow on the initial sale of the developed lot by the builder of the residence. In the event a CFD is authorized, the City agrees, to the extent permitted by law, to exclude the nature preserve, school site, public park sites, fire station site, the for sale affordable housing units, and the affordable rental housing units from any CFD assessments. 7.7. The City agrees to appoint an affordable housing staff person to oversee implementation of the affordable housing requirements for Specific Plan 11 required herein for the duration such units are required to be maintained as affordable consistent with the provisions of subsection 6.11 of this Agreement. 7.8. The City shall facilitate the reimbursement to Developer of any costs incurred by Developer that may be subject to partial reimbursement from other developers as a condition of approval of a tract map development permit or development agreement with one or more other developers. ��� r,r- -46- v+� .t-; 0 City agrees to grant to she Ventura County War-erworks District No. i. (District) an easement, license, or deed with a reversionary clause to City (in the event the land as deeded is not used for the specified purposes) one or more sites within the Nature Preserve (PA 27) as City and District may mutually agree at locations as generally described in the Project Approvals. 7.10. City agrees that the helispot and observatory uses referenced as potential uses within PA 27 of the Specific Plan may be permitted subject to a License Agreement between the City and Ventura County Fire Protection District and Ventura County Community College District, respectively. 8. Supersession of Agreement by Change of Law. In the event that any state or federal law or regulation enacted after the date the Enabling Ordinance was adopted by the City Council prevents or precludes compliance with any provision of the Agreement, such provision shall be deemed modified or suspended to comply with such state or federal law or regulation, as reasonably determined necessary by the City Council. 9. Demonstration of Good Faith Compliance. In order to ascertain compliance by Developer with the provisions of this Agreement, the Agreement shall be reviewed annually in accordance with Moorpark Municipal Code Chapter 15.40. of the City or any successor thereof then in effect. The failure of the City to conduct any such annual review shall not, in any manner, constitute a breach of this Agreement by the City, diminish, impede, or abrogate the obligations of Developer hereunder or render this Agreement invalid or void. At the same time as the referenced annual review, the City shall also review Developer's compliance with the MMRP. 10. Authorized Delays. Performance by any Party of its obligations hereunder, other than payment of fees,shall be excused during any period of "Excusable Delay," as hereinafter defined, provided that the Party claiming the delay gives notice of the delay to the other Parties as soon as possible after the same has been ascertained. For purposes hereof, Excusable Delay shall mean delay that directly affects, and is beyond the reasonable control of, the Party claiming the delay, including without limitation: (a) act of God; (b) civil commotion; (c) riot; (d) strike, picketing or other labor dispute; (e) shortage of materials or supplies; (f) damage to work in progress by reason of fire, flood, earthquake or other casualty; (g) failure, delay or inability of the City to 3 C 0 r 1 provide adequate levels of public services, facilities or infrastructure to the Property including, by way of example only, the lack of water to serve any portion of the Property due to drought; (h) delay caused by a restriction imposed or mandated by a governmental entity other than the City; or (i) litigation brought by a third party attacking the validity of- this Agreement, a Project Approval, a Subsequent Approval or any other action necessary for development of the Property. 11. Default Provisions. 11.1. Default by Developer. The Developer shall be deemed to have breached this Agreement if it: (a) practices, or attempts to practice, any fraud or deceit upon the City; or willfully violates any order, ruling or decision of any regulatory or judicial body having jurisdiction over the Property or the Project, provided that Developer may contest any such order, ruling or decision by appropriate proceedings conducted in good faith, in which event no breach of this Agreement shall be deemed to have occurred unless and until there is a final adjudication adverse to Developer; or (b) fails to make any payments required under this Agreement; or (c) materially breaches any of the provisions of the Agreement. 11.2. Default by the City. The City shall be deemed in breach of this Agreement if it materially breaches any of the provisions of the Agreement. 11.3. Content of Notice of Violation. Every notice of violation shall state with specificity that it is given pursuant to this subsection of the Agreement, the nature of the alleged breach, and the manner in which the breach may be satisfactorily cured. Every notice shall include a period to cure, which period of time shall not be less than ten (10) days from the date that the notice is deemed received, provided if the defaulting party cannot reasonably cure the breach within the time set forth in the notice such party must commence to cure the breach within such time limit and diligently effect such cure thereafter. The notice shall be deemed given on the date that it is personally delivered or on the date that it is deposited in the -48- 0 10 � ��w United States mail, in accordance with Sec- cion -0 hereof. 11,4. Remedies for Breach. The Parties acknowledge that remedies at law, including without limitation, money damages, would be inadequate for breach of this Agreement by any Party due to the size, nature and scope of the Project. The Parties also acknowledge that it would not be feasible or possible to restore the Property to its natural condition once implementation of the Agreement has begun. Therefore, the Parties agree that the remedies for breach of the Agreement shall be limited to the remedies expressly set forth in this subsection. Prior to pursuing the remedies set forth herein, notice and an opportunity to cure shall be provided pursuant to subsection 11.3 herein. The remedies for breach of the Agreement by the City shall be injunctive relief and /or specific performance. The remedies for breach of the Agreement by Developer shall be injunctive relief and /or specific performance. In addition, if the breach is of subsections 6.9, 6.10, 6.11, 6.12, 6.14, 6.15, 6.18, 6.19, 6.20, 6.23, 6.24, 6.28, 6.31, and 6.35 or subsection 6.36 of this Agreement, the City shall have the right to withhold the issuance of building permits to Developer throughout the Project from the date that the notice of violation was given pursuant to subsection 11.3 hereof until the date that the breach is cured as provided in the notice of violation. Nothing in this subsection shall be deemed to preclude the City from prosecuting a criminal action against any Developer who violates any City ordinance or state statute. 12. Mortgage Protection. At the same time that the City gives notice to Developer of a breach, the City shall send a copy of the notice to each holder of record of any deed of trust on the portion of the Property in which Developer has a legal interest ( "Financier "), provided that the Financier has given prior written notice of its name and mailing address to the City and the notice makes specific reference to this section. The copies shall be sent by United States mail, registered or certified, postage prepaid, return receipt requested, and shall be deemed received upon the third (3rd) day after deposit. -49- 0� vc; 1 a3 Eac. Financier that has given prior notice to the Cite; pursuant to this section shall have the right, at its option and insofar as the rights of the City are concerned, to cure any such breach within fifteen (15) days after the receipt of the notice from the City. If such breach cannot be cured within such time period, the Financier shall have such additional period as may be reasonably required to cure the same, provided that the Financier gives notice to the City of its intention to cure and commences the cure within_ fifteen (15) days after receipt of the notice from the City and thereafter diligently prosecutes the same to completion. The City shall not commence legal action against Developer by reason of Developer's breach without allowing the Financier to cure the same as specified herein. Notwithstanding any cure by Financier, this Agreement shall be binding and effective against the Financier and every owner of the Property, or part thereof, whose title thereto is acquired by foreclosure, trustee sale or otherwise. 13. Estoppel Certificate. At any time and from time to time, Developer may deliver written notice to the City and the City may deliver written notice to Developer requesting that such Party certify in writing that, to the knowledge of the certifying Party, that (i) this Agreement is in full force and effect and a binding obligation of the Parties; (ii) this Agreement has not been amended, or if amended, the identity of each amendment; and (iii) the requesting Party is not in breach of this Agreement, or if in breach, a description of each such breach. The Party receiving such a request shall execute and return the certificate within thirty (30) days following receipt of the notice. The City acknowledges that a certificate may be relied upon by successors in interest to the Developer who requested the certificate and by holders of record of deeds of trust on the portion of the Property in which that Developer has a legal interest. 14. Administration of Agreement. Any decision by the City staff concerning the interpretation and administration of this Agreement and development of the Property in accordance herewith may be appealed by the Developer to the City Council, provided that any such appeal shall be filed with the City Clerk of the City within ten (10) days after the affected Developer receives notice of the staff decision. The City Council shall render its decision to affirm, reverse or modify the staff decision within thirty (30) days after the appeal was filed. The Developer shall not seek judicial review of any staff decision without first having exhausted its remedies pursuant to this section. bs 15 . Amendment or Termination by Mutual Consent. In accordance with the provisions of Chapter 15.40 of the Moorpark Municipal Code or any successor thereof then in effect, this Agreement may be amended or terminated, in whole or in part, by mutual consent of the City and the affected Developer. 15.1. Exemption for Amendments of Project Approvals. No amendment to a Project Approval shall require an amendment to this Agreement and any such amendment shall be deemed to be incorporated into this Agreement at the time that the amendment becomes effective, provided that the amendment is consistent with this Agreement. 16. Indemnification. Developer shall indemnify, defend with counsel approved by the City, and hold harmless the City and its officers, employees and agents from and against any and all losses, liabilities, fines, penalties, costs, claims, demands, damages, injuries or judgments arising out of, or resulting in any way from, Developer's performance pursuant to this Agreement. Developer shall indemnify, defend with counsel approved by the City, and hold harmless the City and its officers, employees and agents from and against any action or proceeding to attack, review, set aside, void or annul this Agreement, or any provision thereof, or any Project Approval or Subsequent Approval or modifications thereto, or any other subsequent entitlements for the project and including any related environmental approval. 17. Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 18. Effective Date. This Agreement shall become effective as a development agreement upon the effective date of the annexation of the Property into the City ( "the Effective Date "). 19. Term. The term of this Agreement shall begin upon the Effective Date, and shall remain in full force and effect for a term of thirty -five (35) years or issuance of the final inspection approval for the 1500th market rate unit ( "Term "), whichever occurs last unless said term is amended or this Agreement is sooner terminated as otherwise provided herein. Expiration of the term or earlier termination Agreement shall not automatically affect any Project or Subsequent Approval that has been granted or any of this Approval right or -51- ti'.D obligation arising independently frorl such Project Approva - or Subsequent Approval. Upon expiration of the term or earlier termination of this Agreement, the Parties shall execute any document reasonably requested by any Party to remove this Agreement from the public records as to the Property, and every portion thereof, to the extent permitted by applicable laws. 20. Notices. All notices and other communications given pursuant to this Agreement shall be in writing and shall be deemed received when personally delivered or upon the third Ord) day after deposit in the United States mail, registered or certified, postage prepaid, return receipt requested, to the Parties at the addresses set forth in Exhibit 111" attached hereto and incorporated herein. Any Party may, from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified. 21. Entire Agreement. This Agreement and those exhibits and documents referenced herein contain the entire agreement between the Parties regarding the subject matter hereof, and all prior agreements or understandings, oral or written, are hereby merged herein. This Agreement shall not be amended, except as expressly provided herein. 22. Waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar; nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless it is executed in writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought. 23. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 24. Relationship of the Parties. Each Party acknowledges that, in entering into and performing under this Agreement, it is acting as an independent entity and not as an agent of any of the other Parties in any respect. Nothing contained herein or in any document executed in connection herewith shall be construed as creating the relationship of partners, joint -52- 0--, / p r ,r• 0. y� V' 1` u• J ventures or any other association of any kind or nature between the City and Developer, jointly or severally. 25. No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors in interest. No other person shall have any right of action based upon any provision of this Agreement. 20. Recordation of Agreement and Amendments. This Agreement and any amendment thereof shall be recorded with the County Recorder of the County of Ventura by the City Clerk of the City within the period required by Chapter 15.40 of the Moorpark Municipal Code or any successor thereof then in effect. 27. Cooperation Between the City and Developer. City and Developer shall execute and deliver to the other all such other and further instruments and documents as may be necessary to carry out the purposes of this Agreement. 28. Rules of Construction. The captions and headings of the various sections and subsections of this Agreement are for convenience of reference only, and they shall not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement. Should any provision of this Agreement be found to be in conflict with any provision of the Project Approvals or the Subsequent Approvals, the provision of this Agreement shall prevail. Should any provision of the Improvement Plan be found in conflict with any provisions of this Agreement, or any provision of the Project Approvals or Subsequent Approvals, the provisions of the Improvement Plan shall prevail. 29. Joint Preparation. This Agreement shall be deemed to have been prepared jointly and equally by the Parties, and it shall not be construed against any Party on the ground that the Party prepared the Agreement or caused it to be prepared. 30. Governing Law and Venue. This Agreement is made, entered into, and executed in the County of Ventura, California, and the laws of the State of California shall govern its interpretation and enforcement. Any action, suit or proceeding related to, or arising from, this Agreement shall be filed in the appropriate court having jurisdiction in the County of Ventura. 31. Attorneys' Fees. In the event any action, suit or proceeding is brought for the enforcement or declaration of any right or obligation pursuant to, or as a result of any alleged breach of, this Agreement, the prevailing Party shall be entitled to � r .� r-" -53- ��' J" r its reasonable attorneys' fees and litigation expenses and costs, and any judgment, order or decree rendered in such action, suit or proceeding shall include an award thereof. 32. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument. IN WITNESS WHEREOF, North Park Village, L.P., and the City of Moorpark have executed this Development Agreement on the date first above written. OWNER /DEVELOPER North Park Village, L.P. By: Kim John Kilkenny Authorized Agent CITY OF MOORPARK Patrick Hunter Mayor -54- �� -0 el ��� EXHIBIT "1" ADDRESSES OF PARTIES To City: City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Attn: City Manager To Developer: North Park Village, L.P. 610 West Ash Street, Suite 1500 San Diego, CA 92101 Attn: Kim John Kilkenny S: \City Manager \Everyone \Agreements \North Park Dev Agr 04.27.2005.doc u 10c %j" -55-