2014-147 Town Center DA Amendment 1 ORDINANCE No. 2014-147
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MENIFEE,
CALIFORNIA, APPROVING AMENDMENT NO. 1 TO THE DEVELOPMENT
AGREEMENT BY AND BETWEEN CITY OF MENIFEE AND STARK MENIFEE
LAND, LLC. FOR THE TOWN CENTER SPECIFIC PLAN
WHEREAS, Stark Menifee Land, LLC(Landowners)submitted an application for development
of the Town Center Specific Plan project consisting of a total of 558,657 square feet of retail, office
and hotel uses as well as a series of residential villages that would accommodate up to 1,052
residences on approximately 149 gross acres within the City of Menifee; and
WHEREAS, the Town Center Specific Plan is located at the southwest corner of Newport
Road and Haun Road, City of Menifee; and
WHEREAS, with the adoption of Ordinance No. 2011-90, Stark Menifee Land, LLC
(Landowners) and the City of Menifee entered into a Development Agreement for the development of
the Town Center Specific Plan project, with such Agreement becoming effective on June 13, 2011;
and
WHEREAS, the Development Agreement strengthens the public planning process,
encourages private participation in comprehensive planning, and reduces the economic costs of
development uncertainty; and
WHEREAS, City staff developed and negotiated a draft Amendment (No. 1) to the
Development Agreement by and between the City of Menifee and the Landowners for changes
to the approved Agreement which shall provide a substantial benefit to the community, promote
and encourage the development of the proposed project by providing a greater degree of requisite
certainty, would promote the public convenience, general welfare, and good land use practices,
and is in the best interest of the community; and
WHEREAS, Amendment (No. 1) to the Development Agreement shall not create a
circumstance that could be detrimental to the public health, safety, or welfare of the community
or would adversely affect the orderly development of the property or the surrounding area, or
adversely affect the preservation of property values; and
WHEREAS, Amendment No. 1 to the Development Agreement is compatible with the uses
authorized in, and the regulations prescribed for, the Specific Plan in which the real property is
located, including any policy plan overlay applicable to the property; and
WHEREAS, proposed Amendment No. 1 to the adopted Town Center Specific Plan
Development Agreement has been reviewed under the provision and requirements of the California
Environmental Quality Act (CEQA); and
WHEREAS, on May 27, 2014, the Planning Commission held a duly noticed public
hearing at which the Planning Commission considered the proposed Amendment No. 1 to the
Town Center Specific Plan Development Agreement and those persons desiring to be heard on
said matter were heard and evidence in said matter was received; and
WHEREAS, at its May 27, 2014 public hearing, the Planning Commission found that the
proposed Amendment No. 1 to the Development Agreement was consistent with the General
Plan in effect in 2011 and adopted Commission Resolution No. PC 14-177 forwarding a
recommendation that the City Council approve the Amendment (No. 1) to the Development
Agreement; and
WHEREAS, the City Clerk has caused notice to be duly given of a public hearing in this
matter in accordance with State law, as evidenced by the affidavit of publication and the
affidavit of mailing on file with the City Clerk; and
WHEREAS, a copy of the report has been on file in the Office of the City Clerk and
available for examination during regular business hours by any interested person, at all times since
the date of giving notice in this matter; and
WHEREAS, on July 2, 2014, the City Council held a duly noticed public hearing
regarding the proposed Amendment (No. 1) to the Development Agreement, receiving comments
from the public.
NOW, THEREFORE, the City Council of the City of Menifee does ordain as follows:
Section 1. Amendment No. 1 to the Town Center Specific Plan Development Agreement
has been prepared, processed, reviewed, heard and approved in accordance with applicable
State law, including, but not limited to, Section 65864 et seq. of the Government Code.
Section 2. That the City Council finds that no further environmental review is required
because: (a) all potentially significant effects of the proposed project have been adequately
analyzed in an earlier EIR (SCH2O09091022) adopted by the City of Menifee pursuant to
applicable legal standards; (b) all potentially significant effects of the proposed project have been
avoided or mitigated pursuant to that earlier EIR except those for which a statement of overriding
considerations was adopted; (c) the proposed project will not result in any new significant
environmental effects not identified in the earlier EIR; (d)the proposed project will not substantially
increase the severity of the environmental effects identified in the earlier EIR; (e) no considerably
different mitigation measures have been identified; and, (f) no mitigation measures found
infeasible have become feasible. Therefore Amendment (No. 1) is exempt from further
environmental review and staff is authorize to sign and forward a Notice of Exemption.
Section 3. Amendment No. 1 to the Town Center Specific Plan Development Agreement
set forth on Exhibit "1" is found to be consistent with the goals and policies of the General Plan.
Section 4. Amendment No. 1 to the Town Center Specific Plan Development Agreement
is applicable to the area of the City of Menifee as legally described in Amendment No. 1,
commonly known as the Town Center Specific Plan.
Section 5. The City Manager, or his or her delegate, is directed and authorized to do all
of the following:
a. Prepare a final version of Amendment No. 1 to the Town Center Specific Plan
Development Agreement for execution and recording that fully reflects the action
of the City Council in adopting Amendment No. 1 to the Development Agreement;
and
b. Make all necessary and appropriate clerical, typographical and formatting
corrections to the adopted Amendment No. 1 to the Town Center Specific Plan
Development Agreement prior to execution and recording.
Section 6. Notice of Adoption. The City Clerk of the City of Menifee shall certify to the
adoption of this Ordinance.
Section 7. Effective Date. This Ordinance shall take effect and be in full force and
operation thirty (30) days after its adoption by City Council.
Section 8. Severability. If any section, subsection, sentence, clause, phrase or portion
of this Ordinance or the application thereof to any person or circumstance is, for any reason, held
to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such
decision shall not affect the validity of the remaining portions of this Ordinance. The City Council
declares that it would have adopted this Ordinance, and each section, subsection, sentence,
clause, phrase or portion thereof, irrespective of the fact that any one or more section, subsection,
sentence, clause, phrase or portion thereof be declared invalid or unconstitutional.
Section 9. City Clerk Action. The City Clerk of the City of Menifee is authorized and
directed to cause this Ordinance to be published within fifteen (15) days after its passage in a
newspaper of general circulation and circulated within the City in accordance with Government
Code Section 36933(a) or, to cause this Ordinance to be published in the manner required by law
using the alternative summary and posting procedure authorized under Government Code
Section 36933(c).
PASSED, APPROVED AND ADOPTED THIS 16'" day ly 0 4
Scott A. Mann, Mayor
Approved as to form:
'�
`JuJ(dBiggs, City ttor
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, KATHY BENNETT, City Clerk of the City of Menifee, do hereby attest to and certify the attached
Ordinance No. 2014-147 to be the original ordinance adopted by the City Council of the City of
Menifee on July 16, 2014 and that said Ordinance was published in accordance with the law on
a vote as follow:
Date: QUN2/ �
Kathy Bennett, City Clerk
Vote:
Ayes: August, Denver, Edgerton, Mann
Noes: None
Abstain: None
Absent: Fuhrman
Exhibit '1": Amendment No. 1 to the Development Agreement by and between the City of Menifee
and Stark Menifee Land, Inc. Regarding the Town Center Specific Plan.
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY OF MENIFEE
29714 Haun Road
Menifee, CA 92586
Attn: City Attorney
Recorded for the benefit of the City of Menifee (Space Above this Line is for Recorder's Use Only)
and exempt from recording fees pursuant to Government
Section 27383
FIRST MAJOR AMENDMENT TO
DEVELOPMENT AGREEMENT
by and between
CITY OF MENIFEE
and
STARK MENIFEE LAND,LLC
REGARDING THE TOWN CENTER SPECIFIC PLAN PROJECT
Effective Date:
August 15, 2014
FIRST MAJOR AMENDMENT TO DEVELOPMENT AGREEMENT
Town Center Specific Plan Project
This First Major Amendment to the DEVELOPMENT AGREEMENT FOR TOWN
CENTER SPECIFIC PLAN PROJECT (the "First Amendment) is entered into this 16th day of
July, 2014, by and between the CITY OF MENIFEE, a municipal corporation of the State of
California ("City") and STARK MENIFEE LAND, LLC, a Wisconsin limited liability company
("Developer"). City and Developer are collectively referred to herein as the "Parties" and
individually as a "Party (as defined herein)."
RECITALS
This First Amendment is entered into upon the basis of the following facts, understandings and
intentions of the parties:
A. City and Developer entered into that certain Development Agreement for the Town
Center Specific Plan Project which was recorded in the Official Records as Document No. 2011-
0272260 ("Development Agreement").
B. On June 5, 2012, the Developer transferred fee ownership of approximately 25
acres of the Property to the Santa Rosa Academy ("SRA Assigned Property"), subject to an
Assignment and Assumption Agreement which was recorded in the Official Records as
Document No. 2012-0259495 ("SRA Assignment Agreement"). On April 15, 2014, the
Developer transferred fee ownership of approximately 15.09 acres of the Property to
Haun/Newport, LLC ("Rich Assigned Property"), subject to an Assignment and Assumption
Agreement which was recorded in the Official Records as Document No. 2014-0136738 ("Rich
Assignment Agreement"). Pursuant to the terms of Sections 1(iv) of both the SRA Assignment
Agreement and the Rich Assignment Agreement, this First Amendment is not intended to amend
the Development Agreement as to the SRA Assigned Property or the Rich Assigned Property.
C. Developer's remaining Property is approximately one hundred and twenty seven
acres and is legally described on Exhibit "A" ("Remaining Property").
D. In light of(i)the City's desire to relieve the City of its obligations in the
Development Agreement related to the use of the Paloma Wash for public park purposes, which
the City no longer believes to be beneficial, (ii) the City's desire to control and coordinate the
improvements to Newport Road, (iii) the City's desire to delay its acceptance of the Temporary
Sports Field Uses and Civic Center Site to ensure the appropriate programming, management
and maintenance is in place for safe and appropriate public use and (iv) the additional benefits to
the City described below, including the Developer's delivery of the Central Park earlier than
originally provided, the City and Developer desire to amend the Development Agreement.
E. On May 27, 2014, the Planning Commission, after duly noticed public hearing,
recommended approval of this First Amendment by Resolution No. 2014-147. On July 2, 2014,
1
after duly noticed public hearing, the City Council introduced its Ordinance 2014-147
approving this First Amendment and authorizing its execution and adopted that Ordinance
2014-147 on July 16, 2014. Ordinance 2014-147 became effective on August 15, 2014.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and other valuable consideration and pursuant to Section 5.1 of the Development
Agreement, the parties hereto agree to the following:
1. Defined Terms. All capitalized tenns used herein shall have the meanings given in the
Development Agreement, except as expressly otherwise defined herein.
2. Exclusion of the SRA Assigned Property and Rich Assigned Property. City and
Developer acknowledge and agree that this First Amendment applies only to the Developer's
Remaining Property and does not apply to the SRA Assigned Property or Rich Assigned
Property.
3. Enumeration of Specific Amendments. The Development Agreement is hereby revised
to incorporate the following amendments. In this Section 3, for clarity, where the amendment
revises existing text, double underline text indicates new text; strikeo text indicates a deletion.
3.1 Amendments. Additions and Deletions to Defined Terms. Article 1 of the
Development Agreement is hereby amended as follows:
"Central Park Improvements" shall have the meaning set forth in
Section 3.2 1.1(b), as such section is amended by this First Amendment
"Central Park Master Plan" shall have the meaning set forth in SeQtion
3.2 1 1(b). as such section is amended by this First Amendment
"Pedestrian Bridge Payment" shall have the meaning set forth in Section
3.2 as such section is amended by this First Amendment.
"Public Park" shall mean a parcel or parcels of land, exclusive of natural
open space, which is open and available for use by the general public and which
serves the active recreational needs of the public. Fee the purposes , r an n..l.l;,.
Park U
previded in the „1..ma Wash Flood Channel S 3 2below,
r r 1> >
sueh uses ..hall be limited to O«'"w Field Uses.
n
Publie Park Master Plan/Phasing Platt" shall ha-ve the meaning-se"erth
"Public Park In Lieu Fee" shall have the meanin set forth in Section
3.21 1(a), as such section is amended by this First Amendment
2
Public Park Ratio" shall mean three €-,+e (2-5) acres per one thousand
(1,000) residents within the Project as calculated using the Public Park Generation
Rates.
"Rich Assignment Agreement" shall have the meanin et forth in Recital
B of this First Amendment
"Rich Assigned Property" shall have the meaning set forth in Recital B of
this First Amendment
"Sports Field Uses" shall mean irrigated gfass playing fields ef a size aft
a4
et the s ....,1..rds .,lged b L. C' liF State
quality appropriate tY~ b y
Seeeer A....,.,iafi.... South (Cal South) the A.. erie..« Veath Se (1
or Kstandafds foryouthseeeef ages
uses.leeal games (net including teiifftamen+s), as well as Rag feethall and sifflilff
The teffn nSpefts Uses"Field
approved by RC;F42D)-.
"SRA Assignment Agreement" shall have the meaning set forth in Recital
B of this First Amendment
"SRA Assigned Property" shall have the meaning set forth in Recital B
of this First Amendment
"Remaining Property" shall have the meaning set forth in Recital C of
this First Amendment.
"Town Center Newport Road Credit Agreement" shall have the
meaning set forth in Section 4.4(a). as such section is amended by this First
Amendment
"Town Center Newport Road Improvements" shall have the meaning
set forth in Section 4.4(a), as such section is amended by this First Amendment
"Town Center Newport Road Improvement Plans" shall mean improvement
plans prepared by a licensed civil engineer for the Town Center Newport Road
Im rovements that shall include only the following plans for the area depicted on Exhibit
(west of the Paloma Wash to the western boundary of the Developer's Remaining
Property)• (a) street improvement plans including median plans (b) street light plans (c)
striping and signage plans. (d) signal plans for intersection of Newport Road and Calle
Tomas. (e)modified signal plans for the intersection of Newport Road and Town Center
Drive (f) conceptual landscape plans for south side of Newport Road and the median from
west of Paloma Wash to west project boundary. (g) landscape and irrigation plans for south
side of Newport Road and the median from west of Paloma Wash to west proiect boundary,
The Town Center Newport Road Improvement Plans shall exclude all of the following:
a) preparation of a Drainage Study and storm drain plans for Newport Road(except as may
3
be required to be prepared for the Project Tentative Man). (b) preparation of a Water Ouality
Management Plan. (c) preparation of Traffic Control Plan. (d) construction support including
but not limited to: bid support, survey and staking services, coordination with Citv. City
ractm dry utilities, or any other items not specifically included above.
"Town Center Newport Road Payment" shall have them nine set forth
in Section 4 4(al. as such section is amended by this First Amendment
3.2 Timing for Conveyance of the Civic Center Site and Acceptance of the Central Park
Site. The City acknowledges and agrees that the Developer has satisfied its obligations under
Section 3.19 to design and timely construct the Temporary Sports Field Uses and stands ready to
convey to the City the City Center Site improved with such Temporary Sports Field Uses. To
ensure appropriate time for the City to develop and implement an appropriate management and
maintenance program for safe and appropriate public access,the City and Developer hereby agree
that, notwithstanding anything to the contrary in Section 3.19 of the Development Agreement,the
Developer shall offer, and the City shall accept, title to the Civic Center Site, with the completed
Temporary Sports Field Uses, concurrent with the Developer's completion and the City's
acceptance of the Central Park Site pursuant to Section 3.3(b) of this First Amendment, below.
3.3 Public Park Obligation..ion. Section 3.21.1 of the Development Agreement is hereby
amended as follows:
3.21.1 Timing and Scope of Public Park Improvement Park Dedication and
Pedestrian Bridge.
(a) Park Dedication or In Lieu Fee. U on completion and acceptance
by the City of the Central Park Improvements (as defined in Section 321.1(b)
belo , notwithstanding anything to the contrary in this Section. the Development
Agreement. any Existing Approval and/or Subsequent Approval, the City hereby
agrees that the Central Park Improvements shall satisfy. in full. the Public Park
Obligation fef the ss-an ° ' ' o thefirst sixi a
ponstruged-within
the RefnE6iaifig D~epertyz For all residential units constructed ^yef the fl«s+-4 i
up to the Residential Baseline of 1.052each phase of the Preje + that ifieludes,
reside„+:,a dwelling unit, the Project shall provide ( r have 13fevidedin an eEfflie
..base a. the Dee �ems-option) improved Public Park/s for the Project at the
Public Park Ratio and the Public Park Generation Rates. ^' —With the
prior approval of the Community Development Director and/or City Manager. the
Developer may, for any or all of the remaining residential units pay an in lieu fee
to the City prior to each certificate of occupancy in the amount of one thousand five
hundred dollars ($1500) per residential unit, regardless of product type ("Public
Park In Lieu Fee") in satisfaction of its Public Park Obligation, If the Developer
improves any Public Park to meet the Public Park Obligation under this Section.
The such Public Park shall be improved and dedicated to the City prior to the fist
any certificate of occupancy for such proposed phase that has not been already
satisfied as to the Public Park Obligation by the Central Park Improvements as
4
defined below) or the payment of the Public Park In Lieu Fee. Fee example only,
if a Pfejeet phase inehides 100 single family residential units all with detoehe
Beetle+x 3.21 (400;e 2.98 - 298 x-5 -1,4904800 - 1.4
(b) Pttbke Central Park Master Pl^^/Dg lan. The Central Park
Master Plan prepared by BMLA Landscape Architects entitled Schematic Design
dated April 18. 2014 containing one sheet is on file with the City Plannin
Department and is incorporated by this reference. The City and Developer hereby
acknowledge submittal of the Schematic Design for the Central Park
Master PlanThe Developer shall submit improvement plans for the Central Park
Site that substantially conform to the Central Park Master Plan to the Community
Development Director, Community Services Director and City Engineer for plan
check by the later of(i) September 1. 2014 or (ii) 90 days from the date the City
Council approves the ordinance authorizing this First Amendment and shall
expeditiously and in good faith respond to the City's plan check comments The
City agrees to expeditiously review such improvement plans and to minimize the
number of plan check reviews by requiring all departments to provide complete and
clear comments and to minimize delays to the maximum extent feasible The
Developer shall commence physical construction of the improvements on the
Central Park Site in accordance with the City-approved improvement plans
("Central Park Improvements")by the later of(i)December 1,2014 or(ii)within
60 days after the Developer receives all necessary approvals from the City.
Thereafter, Central Park Site Improvements must be substantially complete within
one calendar year from initiation of physical work on the Central Park SitesubLect
to Excused Delay Ce„.e.«_e:t with the ftrat application r-f Et a .h Subse „e„. D t
Appre�,,al tian includes residential „:tom the De. ele„e« shall ....1....:t to the !;'
conceptual Y phasing eptl „e«L „hasin,. Y„le„ .,. eesefe„ e1Y
h: h dilth „« ,. a phasingF h D hl'
Y
,\ the size and lee..ti.,„ /a\ „ ,, a access F
allow the Cit. to ,lot,.,...„:„.. :t„ « bl ,l' ,l
. ..t................. .... ,... .,....... ...., .. ..� ... .,............. .. .w a..uov..uva.. mem
eensistent with the requiremeR4s ef this Agreement, that eaeh phase ef the Spet4s
Feld Uses and Ge„t«..1 D..„1. Site w. ll be a appropfiate size and have the
that eaeh phase A411 ha-,e appropriate aeeess and shafed pafking available-pfier4o
u blie r k Master- Plan/Phasing Plan"). The Cites shall, within its
reasenable discretion and the « „ ., of this Agreement,
J ” 1 etapprove,
.onditienally appres e er re eet sueh Park Phasing Plan. The City ,,hall net
».u.,........N. .y .............. ... delay its .e...... ... ...... uv.av Park ivivaccrTruxv i-ixccsrirg
„ell...,„„ro ed e vets the„«,.„ese,l U..41' Park
1\R
. .»... .. ...., ...,.� .........,.......,...y ...YY........... .rej....w iu..Y.vYv�
➢1..„/Dh....ing Plan based on this Seetie„ 3.21.1(b), the Cit mast provid 1.
,.ificit. e„,l : ,,.;ti„.. The D..1..li D.. 1 Master
�...... ..1.... .......,,� .....w.�o ...w �j..e...... ..y .0... vvau u�. iuv�zc
Dle„/➢h....:..... Plan must be appfoved p „ to the Git. 's approval F h F'
. .u.0. ..u..u.s
Sebse....e„t D«,.leet A„„„eyal that includes residential
(c) Pedestrian Bridge Payment Plan. ithin one calendar year from the
date the City Council adopts a resolution to accent the dedication of the Central
5
P k Site. the Developer shall nay to the City, for deposit into the City's Capital
Improvement Program, the sum of two hundred and fifty thousand dollars
$250.0001 ("Pedestrian Bridge Payment"). The City may, at is option and sole
discretion use Pedestrian Bridge Payment for any design or construction costs
related to either the Pedestrian Bridge or the Civic Facilities on the Civic Center
Site, The Developer shall design and construct the Project in a manner that does not
materially, adversely impede the City's construction of the Pedestrian Bridge in the
location established by the Specific Plan. Notwithstanding anything to the contrary
in the Development Agreement. any Existing Approval and/or Subsequent
Approval.the Developer shall have no obligations other than this Section 3.21.1(cl.
s amended by this First Amendment related to the Pedestrian Bridge
with the first applieatieii fer a S4sequerA Prejeet Afpreval that ilieliddes residential
Rue nit. e...t..al plan, faf the De,7entr:
,...... „, .... .�..... ..t.... s....... ...........t ... �...� vmtr you m.r�u a rmwm .va�ra�—rtiac.�uraa
:\ e nstr..etionµ,.1..,.,L.1.. and (iii) ,lenip
reqiiifeffiei�As of this Agreefnei4, at the loentie.. timing and unlit., of the
Pedestrian Bridge Evill be eensistent w4h 4he Prejeet. TheGit-y will eenside. the
_ ntrue+ing the Pedestrian Bridge reWiye to the
................ ............ ..� ... ..ww ... w..mmµgum .ate-cix
1....:1,7 e..+ of the rest of the t Drojeewhen r n deer....ini h f
"b n t5 ��
the e ..e+,..retie„ of the Pedestrian 1?f Lura
(d) Palerna Wash Flood Chaaxel The Developer shall reeeive eredit, eii
Etere for n e basin f,.r the Q„erts Field Uses i.., the Paieffia Wash Fl a Channel
(not: el..di.. Rue le . flow eh el erthe raid slopes)towEff d L. Park Obli
so 11 of the f ile..,i.... to the City's bl
b r s
,,;tl. the a e,7 D..l..lie Dark Master DlaftTh Dl
.,.......,..,..,...,.y .....,..,........ ....... ...... ...i.t.r....... . ......... Park ..mw�wm . quaµi uu� ..�rzm-c
and this
Cl\ denia...e and installs Spens Field Uses within the D..1.......,.
Wash L'lee.7 Cha ftnel•
f2\ .7e�.bn and installs shw.cd restroom f :lit' hi 1
\
Ge..tral DnrL Site;
a«.7
(3) designs wird installs ecde eempliai4 a..eess r„ad(s t
the Spens Field Uses. an
\"'I deme32strates that there are e..ffieie,.t nl..ared ,.afking
faeilkies within an appropriate radiiis ef the aeeess poii4 te the Sport Field Uses
within the Projeet (whieh may iiiekide an),parking an the Civie Center Site, whe
and if n .eh sites ,leyele..ed by the City), +e n rt 1. Sports Field Uses,
_ Rue extent s ared pafkiag n «et
.................., .,,..... t...... ..b ....,...,....., �., ...... ..er..m.m �........ l.wm.. mib �f.a...,o urC .mv�
�l�br�2t the ti.re of e :vatie n. y p kingd Paee provided €er the SPerts
.7 arLing with iistfueted after n .eh
Fields .....y .,.. �..,.... .... .,..,....,.. l:.w.r.mm.b .vmum uses w..�irµowµ uiwr uimj:iisvii
.ledientien within then irate re.li..n
6
The U,.«t:es „,le«..t.,...7 and Etgree that under the terms of the Coope«et;..e
agreement approved by DliFGD only in the Stage 2 Ghe......el ...,1 .. ;11 net be
groundst«..et..«e,. (stieh as l:..t. ing «est..ee.«
faeili es, vw.) within the Paleffia Wash Reed Channel. Under the GooperatiNe
a rba v..aaa..ut,the ..vvuse us.vvaaavut vv.u.RG
FDG will require the City to provide fa«
Cit.«e '«tenanee and an indemnity to RGFGD The City afid Developer shall
EB ye«,te ,.
get: thig with DGDGD to reach .. formall:
eense agreement to alle...
.
Wash Fleed Channel in the eye..t Dt'FGD does net ell..., any Spet4s Feld Uses
Park Obligation within the Projee! Site. in the evei4, less flian the ffiwdmum te
(10) Eteres .i ed iii the D..lem \7 ..sh L'1..o Gh&ane1� the Deyelepe« shall
\r
Eteeeffifn
e ,. v any diff .-,
«eee to meet the Publ:e Park 11bliget;en..,:thia the D«e:eet
Site ,lw shall the Deperprev ,l
ele ; e less than the Central D,.«1 Site (five
((5) aeres) wv hin the Project Site.in no event shallr he De�,,eleper-be required to
r..v
t:en based on the aetu l fi « e« ffind t. ..
v.u.. uay.v uauu ua.. . uvuv r w.ar vvaagu
af residential units with within the Prejeet, altheiagh the De,,�eleper may do so, at
(i) aepes efPee.,t,, c4e1d L4ezywef�e19i .idea in the Paloma
Wash F4aed Chasineb, aiid the Publie Park Obligation based en the numbe� an
type of residential units within the Pr-'-
(11) If Q ae e; poi,t-i 4el Ulaes= ep!e j9pev-ided i-ri-the-Affilema
Wa�h Rood Channel, aiid the Publie Park ObhgatieH ba6ed eH the number aii
„Id be . ,ed.0t7;, Ppejeet Site,, e
(111) 8 aerery t(,0.ge.2t Field rlWe.. were 9 , ,ded iii the Palgiffa
Wash F4eod Ghani�ek, aiid Me Pubbe Park Obligation based an the number an
of aeres of Publie Payk would be gi.e. ;ded. iMin f'Qieet Site.
(de) Park Site and Pedestrian Bridge Maintenance. Upon dedication of any
Public Park and/or the Pedestrian Bridge landine site(sl, the City shall be
responsible for the maintenance of such Public Park and/or the Pedestrian Bridge.
3.4 Acceptance of Public Improvements and Certificate of Satisfaction. Section 4.2 of
the Development Agreement is hereby amended as follows:
Developer's obligations with respect to construction of all Public Improvements,
including performance and labor and materials security and warranty obligations, and
City's obligations with respect to acceptance thereof, shall be set forth in a Public
Improvements agreement in a form reasonably acceptable to the City Attorney. Within
sixty (60) days after the Developer's written request, which may be made at any time
7
following acceptance of a Public Improvement by the City pursuant to such public
improvements agreement, the City shall issue a certificate of satisfaction evidencing
the satisfaction of the applicable Public Improvement obligation. Developer and City
agree that any reference to any County Lighting and Landscape Districts in Conditions
3. 34, 35, 36 and 37 shall instead refer to a Community Facilities District to be
stablished by the City. In exchange for the Developer's willingness to support the
formation of such Community Facilities District.the City hereby commits to promptly
accept all Public Improvements when offered for acceptance under this Section 3.4 for
ownership, operation and maintenance and not to condition acceptance of any Public
Improvements on the final formation of any such Community Facilities District.
3.5 I-215/Newport Road Interchange and Related Improvements. Section 4.4 of the
Development Agreement is hereby amended as follows:
I-215/Newport Road Interchange Project. Except as provided in this Section 4.4,
the Developer's funding obligation related to funding the I-215/Newport Road
Interchange Project shall be limited to the payment of Impact Fees, including fees
paid under the TUMF Program. The Parties desire that the I-215/Newport
Interchange Project be completed as early as possible.
(a) The City shall work with WRCOG to permit use of TUMF fees generated by
the Project to be used for the 1 215ndeport lnte=ehange Pr-ejeet aandothe regional
transportation improvements that serve the Project. The Developer acknowledges
that the City does not have the authority to direct the WRCOG or TUMF Program.
The City shall be solely responsible for the construction of the Newport Road
improvements set forth on Exhibit 'B" ("Town Center Newport Road
Improvements") The Developer's sole and exclusive obligations with respect to
the Town Center Newport Road Improvements shall be to (a)prepare Town Center
Newport Road Improvement Plans upon the written request, and to the reasonable
satisfaction_ of the City Engineer,but at a cost to Developer in no event to exceed
ONE HUNDRED AND FORTY THREE THOUSAND DOLLARS ($143,000
or, alternatively, at the request of the City to pay the City a one time amount of
ONE HUNDRED AND FORTY THREE THOUSAND DOLLARS ($143.000)for
the City to prepare the Town Center Newport Road Improvement Plans if required
by the terms of the Town Center Newport Road Credit Agreement) and (b) nay its
fair share in the amount of EIGHT HUNDRED AND SIXTY EIGHT THOUSAND
DOLLARS ($868.000) ("Town Center Newport Road Payment")to the Cityfor
deposit into its Capital Improvement Program, within thirty (30) days from the
City's inclusion of the Town Centex N-e-wport Road Improvements into the adopted
City's Capital Improvement Program and City's written request to the Developer
therefore As of the Effective Date. the Parties agree that the Developer shall not
be conditioned or otherwise required to construct any improvements to Newport
Road for the Project. Upon receipt of the Town Center Newport Road Payment
the City shall not withhold or delay any building or occupancy permits within the
Project related to the Town Center Newport Road Improvements, regardless of the
status of design or construction of the Town Center Newport Road Improvements
In addition, the City Manager and Developer shall cooperate in good faith to
8
n gotiate and execute a TUMF credit agreement for the Town Center Newport
Road Improvements, in a form and content mutually acceptable to the Citv
Manager, City Attorney and Developer, eaeh_in his or her reasonable discretion.
and consistent with this Section 4.4(a), that provides that the Developer, and its
assignees within the Project shall receive up to a maximum of a dollar-for-dollar
TUMF credit for the Town Center Newport Road Payment to the extent allowable
by law and authorized by WRCOG ("Town Center Newport Road Credit
Agreement"). The City shall, with the cooperation of the Developeru e
reasonable and diligent seek WRCOG approval of such Newport Road Credit
Agreement
\b/ n addition, he C es t: consider eats D'istriet t be F ,1
.v� »6.., i1�j �$o�xrx
Ciiadiiig fer the 1 V L G Ne..« t h4efehe ige ("I 215/Newport D d
b"N ••• '»••""'b •••• ••••' >>x wi7poxc xxxccx cxxrza�gc—��ss —icpxscc
interehangC-Distriet"�. Th, 1215/le"ert Read interchange Dxet_act shall
«el..,le ., Rew eeff�ffiereial and residential ,7eyelop e«t iN41,i« .. broad eat afe
thin the City of Menifee as allewed undefapplieable law. Se leng-as-similar!
sitii. ed properties iid devele««.e«t Effe ineliided in the 1 215N Doa
.1
T«te„el...nge Vistriet7 «t the Ve. ele«e« agrees to eense to the f«...,,. ..,tieof 1
Vietriet to the assessments ef tEeEes ralably
a11e.,»w» te the P the 1 215, e ort Read k4e el, e Viet«,et ..,1 to
"Y" �y ..y 'ap.,�� ,
.. the T 21 G/A e e«t Dead T«te«el ange V' 4
••»••"b ••• Property ••••••»•.••�•.• vv........ v.... . ...,...vvvv'pvac iwuu uiccrci-raxxgczTrJcncT
to a «rite and a Leet e ff t L.
..... ....y ..» �..., ,�...., ..Y... .ebre.. �.. .. :i.e....�.. ...,.» us.. v��s ..uvaw w uoo.se-ixr-exxe
Te"ort Dead 1werelange Viet«iet d h
C. ..y .......�....... ... t.... �..,...... v1...... .wu.n i..w.vu asci iio�xxc
jge f,,... a-Bee ef its respe:3sibilities ert behalf of the Qt,.The City and Develepe
agrees at unless the lity eY ..bpe
ess e and the Veyel «e« otherwise, assessments the J
speeia,l taxes for the 1 Dodd T«tetr
ee will e District ill elleeted Are
nt
ift suchTentative Map
3.6 Acknowledgment of Extension of Term. The Parties hereby agree and
acknowledge that Developer has fully satisfied the first 'Requirement for Extension" as set forth
on Exhibit F of the Development Agreement and, therefore, the Term of the Development
Agreement shall expire June 13, 2018, unless the Term is further extended to June 13, 2024
pursuant to the second "Requirement For Extension" as set forth of Exhibit F of the
Development Agreement.
4. Interpretation. The Development Agreement shall be construed as having been modified
by this First Amendment. Except as expressly modified by this First Amendment, the
Development Agreement remains in full force and effect. In the case of conflict between the
provisions hereof and the terms of the Development Agreement, the provisions hereof shall
control.
5. Effective Date and Recordation. The 'Effective Date" of this First Amendment shall be
the later of the dates on which the City and Developer execute this First Amendment, which shall
then be recorded as provided in Section 5.1 of the Development Agreement.
9
6. Exhibits. The following exhibits are attached to this First Amendment and are hereby
incorporated herein by this reference for all purposes as if set forth herein in full:
Exhibit A Legal Description of Remaining Property
Exhibit B Town Center Newport Road Improvements
10
IN WITNESS WHEREOF, City and Developer have executed this First Amendment as of
the date first written above.
"CITY"
CITY OF MENI E,
a municipal c at' n
By: I
Mayor
ATTEST:
4Pvt
City Clerk
APPROVED AS TO FORM:
L�/-t7,fec,[� GSG
�ity Attorne
"DEVELOPER"
STARK MENIFEE LAND, LLC,
a Wisconsin limited liability company
By: STARK OFFSHORE MANAGEMENT
LLC
Its: Manager
By:
Its: Authorized Signatory
11
IN WITNESS WHEREOF, City and Developer have executed this First Amendment as
of the date first written above.
"CITY"
CITY OF MENIFEE,
a municipal corporation
By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
"DEVELOPER"
STARK MENIFEE LAND, LLC,
a Wisconsin limited liability company
By: STARK OFFSHORE MANAGEMENT
LLC
Its: Manager
By: Al'
M;c)rlt� A•t�o
Its: Authorized Signatoy
11
State of Wisconsin )
County of Milwaukee )
On July 17, 2014 before me, Jenifer C. Bersch, notary public, personally appeared Michael A.
Roth, who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Wisconsin that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal. q
s -
�' • NOTARY '. 2 _
Nib'•. r'UBLIG
Notary P lic, St e of Wisconsin --''r 1111111,11W I 1c0N��o``
My Commission expires: May 29, 2016 (Notary Stamp)
Acknowledgement Page
to First Major Amendment
to Development Agreement
EXHIBIT "A"
LEGAL DESCRIPTION OF REMAINING PROPERTY
All of Parcels 1, 2, 3, 4 and those portions of Parcels 5, 6, 7 and 8 of Parcel Map 9504, in
the City of Menifee, County of Riverside, State of California, as shown by map on file in Book 67
of Parcel Maps at pages 5 and 6 thereof, Records of said Riverside County, California, described
as follows:
BEGINNING at the northwesterly corner of said Parcel 1, said corner being on the
southerly right of way line of Newport Road, as shown on said Parcel Map 9504;
Thence South 89°30'17" East along the northerly line of said Parcel 1 and along the
northerly line of said Parcel s and along said southerly right of way line, a distance of 1682.42 feet
to an angle point thereon;
Thence South 00°29'23" West along said southerly right of way line, a distance of 15.00
feet to an angle point thereon;
Thence South 89°30'37" East along said southerly right of way line, a distance of 106.10
feet to the northwesterly corner of that certain parcel of land described as Parcel A in the Grant
Deed conveyed to Riverside County Flood Control and Water Conservation District recorded
September 29, 2011 as Document No. 2011-0432006, Official Records of said Riverside County,
California;
Thence southerly along the westerly line of said parcel of land the following seven (7)
coarses and distances:
1) South 00°46'48" West, a distance of 514.68 feet to the beginning of a tangent curve,
concave to the northeast, having a radius of 667.50 feet;
2) Southerly and southeasterly along said curve, to the left, through a central angle of
49°47'44", an are distance of 580.12 feet;
3) South 49°00'56" East, a distance of 218.59 feet to the beginning of a tangent curve,
concave to the southwest, having a radius of 467.00 feet;
4) Southeasterly along said curve to the right through a central angle of 48°50'26", an are
distance of 398.08 feet;
5) South 00°10'30" East, a distance of 297.19 feet to the beginning of a tangent curve,
concave to the west, having a radius of 787.50 feet;
6) Southerly along said curve, to the right, through a central angle of 0°57'18", an arc
distance of 13.13 feet;
7) South 00°46'48" West, a distance of 751.10 feet to the southerly line of said Parcel 8,
said line also being the northerly right of way line of La Piedra Road as shown on said
Parcel Map 9504;
Thence North 89°20'37" West along said southerly line and along said northerly right of
way line and the westerly prolongation thereof, a distance of 1040.96 feet to the southwesterly
corner of said Parcel 8, said corner being on the easterly line of said Parcel 4;
Thence South 00°49'05" West along said easterly line of Parcel 4, a distance of 44.00 feet
to the southerly line of said Parcel 4, said southerly line also being the centerline of said La Piedra
Road;
Thence North 89°20'27" West along said southerly line and along said centerline,a distance
of 1325.12 feet to the southwesterly corner of said Parcel 4;
Thence North 00°51'17" East along the westerly line of said Parcels 4, 3,2 and 1, a distance
of 2630.96 feet to the POINT OF BEGINNING.
Containing 127.73 acres, more or less.
2
EXHIBIT "B"
TOWN CENTER NEWPORT ROAD IMPROVEMENTS
Estimated
Quantity Unit Unit Cost Cost Rounded
Town Center Drive and Newport Road Traffic
1 Signal Modifications 1 LS $ 50,000.00 $ 50,000.00 $ 50,000.00
Calle Tomas and Newport Road Traffic Signal
2 (New) 1 LS $ 250 000.00 $ 250,000.00 $ 250 000.00
3 Newport Road Striping 1,287 LF $ 8.00 $ 10,296.00 $ 10,000.00
4 Traffic Control Signs 1 LS $ 15,000.00 $ 15 000.00 $ 15 000.00
5 Newport Road Sawcut for Median installation 3,399 LF $ 2.00 $ 6,797.28 $ 7,000.00
Newport Road Pavement Removal for Median
6 installation 2,626 SF $ 2.00 $ 5,252.00 $ 5,000.00
7 Newport Road Medirm 2,626 LF $ 11.00 $ 28,886.00 $ 29,000.00
8 Newport Road Median Landscaping 14,568 SF I $ 2.50 $ 51,480.00 $ 51,000.00
Newport Road Median Landscaping Irrigation
9 and Lighting 14,568 SF 1 $ 2.00 $ 41,184.00 $ 41,000.00
10 Newport Road Curb and Gutter 1,287 LF $ 15.00 $ 19,305.00 $ 19,000.00
11 Newport Road Pavement 32,221 SF $ 5.00 $ 161,105.00 $ 16L 000.00
12 Newport Road Base 32.221 SF $ 4.50 $ 144,994.50 $ 145,000.00
13 Newport Road Sidewalk 6,435 SF $ 3.00 $ 19,305.00 $ 19,000.00
14 Newport Road Landscaping 20,592 SF $ 2.50 $ 51,480.00 $ 51,000.00
15 Newport Road Irrigation and Li titin 20,592 SF $ 2.00 $ 41,184.00 $ 41,000.00
16 Newport Road Street Lights 9 EA $ 5,000.00 $ 45,000.00 $ 45 000.00
17 1 Newport Road Bus Stop and Shelter Lighting 1 I EA 1 $ 10,000.00 $ 10,000.00 $ 10 000.00
Driveway acid Traffic Control Raised Island(for
18 right inhight out) 2 EA $ 17 500.00 $ 35,000.00 $ 35,000.00
19 Erosion Control and SWPPP 1 EA $ 25,000.00 $ 25,000.00 $ 25,000M
$ 1,011,268.78 $ 1,011,000.00
Town Center Newport Road Improvement
Plans $143 000.00
Total: $868,000.00