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2017-222 Development Agreement 2015-111 Watt Communities at Mosaic ORDINANCE NO. 2017-222 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA APPROVING DEVELOPMENT AGREEMENT NO. 2015- 111 BY AND BETWEEN THE CITY OF MENIFEE AND WATT COMMUNITIES AT MOSAIC LLC AND MCKINLEY MOSAIC LLC WHEREAS, on May 27, 2015, the applicants Watt Communities at Mosaic LLC and McKinley Mosaic LLC (collectively, "Applicants") filed a formal application with the City of Menifee for Development Agreement No. 2015-111 ("Project") which proposes a statutory development agreement between the Applicants and the City of Menifee ("Development Agreement") concerning the remaining development of Tentative Tract Map No. 28206 ("Map") to clarify, modify, and allocate responsibility for infrastructure improvements (road, landscaping, trail, and park) between the Applicants, to extend the timing for the park construction, to update the applicable conditions of approval for the Map, and to provide for five years of vesting and other benefits as noted in the proposed Development Agreement; and WHEREAS, on June 28, 2017, the Planning Commission held a duly noticed public hearing on the Project, considered all public testimony as well as all materials in the staff report and accompanying documents for Development Agreement No. 2015- 111, which hearing was publicly noticed on June 17, 2017 by a publication in a newspaper of general circulation (i.e., The Press Enterprise), an agenda posting, and notice to property owners within 300 feet of the Project boundaries, and to persons requesting public notice; and Whereas, at the June 28, 2017 Planning Commission public hearing, based upon the materials in the staff report and accompanying documents, the City of Menifee Planning Commission adopted a resolution recommending that the City Council find the Ordinance exempt from environmental review under the California Environmental Quality Act (CEQA) and approve the Development Agreement; and, WHEREAS, the Development Agreement has been prepared, processed, reviewed, heard, and approved in accordance with applicable law, including but not limited to Section 65864 et seq. of the Government Code; and, Whereas, on August 2, 2017, the City Council held a duly noticed public hearing concerning the proposed Ordinance, introduced and conducted a first reading of the Ordinance, and considered testimony and evidence at the Public Hearing held with respect thereto; and Whereas, on August 16, 2017, the City Council conducted a second reading of the Ordinance; and Whereas, the City Council has considered the requirements of the CEQA; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES ORDAIN AS FOLLOWS: SECTION 1. With regard to Development Agreement No. 2015-111, the City Council hereby makes the following findings: Planning Case 2015-111 DA August 16, 2017 1. Consistency with the General Plan. The proposed Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan. The general plan land use designation for the subject parcel is 2.1-5 Dwelling Units Per Acre — Residential (2.1-5R) in areas where the tract contains residential lots, Conservation (OS:C) in the location of the conservation area, and Recreation (OS:R) in the location of the park. The Map was approved for 258 residential lots, an open space lot for conservation and a park. The proposed Development Agreement does not propose to increase the density of the project or reduce the amount of land for conservation or park purposes and would assist and not interfere with implementation of the general plan. Properties to the north and east are designated 2.1-5 Dwelling Units Per Acre — Residential (2.1-5R). Properties to the south and west are designated Economic Development Corridor ("EDC"). These land uses allow for residential uses similar to the proposed project, and in the case of the EDC, the EDC zone contains requirements for buffering to residential uses. Therefore, the proposed project is compatible with the surrounding general plan land uses. In addition, the Development Agreement is consistent with the following general plan goals and policies in particular: Goal LU-1 Land uses and building types that result in a community where residents at all stages of life, employers, workers, and visitors have a diversity of options of where they can live, work, shop, and recreate within Menifee. LU-1.1 Concentrate growth in strategic locations to help preserve rural areas, create place and identity, provide infrastructure efficiently, and foster the use of transit options. LU-1.7 Ensure neighborhood amenities and public facilities (natural open space areas, parks, libraries, schools, trails, etc.) are distributed equitably throughout the City. HE-2.4 Parks and Recreation. Enhance neighborhood livability and sustainability by providing parks and open spaces, planting trees, greening parkways, and maintaining a continuous pattern of paths that encourage an active, healthy lifestyle. HE-2.5 Public Facilities and Infrastructure. Provide quality community facilities, infrastructure, traffic management, public safety, and other services to promote and improve the livability, safety, and vitality of residential neighborhoods. Goal C-1: A roadway network that meets the circulation needs of all residents, employees, and visitors to the City of Menifee. C-1.1 Require roadways to: • Comply with federal, state and local design and safety standards. Planning Case 2015-111 DA August 16, 2017 • Meet the needs of multiple transportation modes 'and users. • Be compatible with the streetscape and surrounding land uses. • Be maintained in accordance with best practices. C-1.4 Promote development of local street patterns that unify neighborhoods and work with neighboring jurisdictions to provide compatible roadway linkages at the City limits. GoalOSC-1:A comprehensive system of high quality parks and recreation programs that meets the diverse needs of the community. OSC-1.1 Provide parks and recreational programs to meet the varied needs of community residents, including children, youth, adults, seniors, and persons with disabilities, and make these facilities and services easily accessible and affordable to all users. OSC-1.2: Require a minimum of five acres of public open space to be provided for every 1,000 City residents. OSC-1.3: Locate and distribute parks and recreational facilities throughout the community so that most residents are within walking distance (one-half mile) of a public open space. The City of Menifee has two (2) active conservation plans within the City's boundary, the Western Riverside County MSHCP, and the Stephens' Kangaroo Rat Habitat Conservation Plan ("SKR-HCP"). The subject site is within the jurisdiction of the SKR-HCP and the Western Riverside County MSHCP. The project site is located inside the Stephen's Kangaroo Rat (Dipodomys stephensi) (SKR) Fee Area. The proposed Project is located within the boundaries of the Western Riverside County Multiple Species Habitat Conservation Plan; however, the project is not located with a Criteria Cell or Cell Group. The Project will be subject to the payment of fees for a residential project consistent with the Riverside County Ordinance 810.2 as adopted by the City of Menifee. Therefore, the Project will not conflict with the provisions of any adopted HCP, Natural Conservation Community Plan, or other approved local, regional, or State conservation plan and the impact is considered less than significant. 2. Consistency with the Zoning Code. The proposed Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the zoning district in which the real property will be located. The project site's existing zoning is One-Family Dwellings (R-1). The zone allows for residential development, parks and open space uses. The proposed project is consistent with the zoning of the project site. The project is surrounded to the north and west by properties designated One- Family Dwellings (R-1) and Economic Development Corridor (EDC) to the south and west. The zoning to the north and east is identical to the Project site's Planning Case 2015-111 DA August 16, 2017 zoning. The EDC zone allows for mixed use, but includes several development standards to ensure that adjacent residential is adequately buffered from non- residential uses. Therefore, the Project is considered compatible with surrounding land uses. The zoning code requires that projects be consistent with the general plan and no discretionary permits can be issued if requested projects are not consistent with the general plan. The proposed Development Agreement would assist and not interfere with implementation of the zoning. The proposed Development Agreement does not modify the uses allowed or development standards in the zoning and is compatible with the zoning. 3. The proposed development agreement is in conformity with and will promote public convenience, general welfare and good land use practice. Existing uses to the north and east include single family residential, to the south and west is vacant land. The Project would facilitate the development of previously-entitled single family dwellings similar to existing development to the north and east of the Project site. The Project is compatible with the surrounding land uses, general plan land use designations and zoning classifications. The Project incorporates quality design, trails, parks, landscaping and other improvements which will enhance the area upon construction. The proposed Development Agreement provides for the orderly construction of road improvements, utilities, drainage and other improvements. The proposed Development Agreement is consistent with the Map and will assist the Applicants in implementation of the Map. The proposed Development Agreement is in conformity with and will promote public convenience, general welfare and good land use practice 4. The development agreement will not create conditions materially detrimental to the public health, safety and general welfare within the City. As noted above, the Project allows for the development of single family dwellings similar to existing development to the north and east. The proposed development is compatible with the surrounding land uses, general plan land use designations and zoning classifications. Environmental impacts resulting from the Project, including the Development Agreement have been analyzed in an adopted Mitigated Negative Declaration ("MND") which determined impacts including, but not limited to biological resources, cultural resources, and noise would all be less than significant. The Project is not anticipated to create conditions materially detrimental to the public health, safety and general welfare or injurious to or incompatible with other properties or land uses in the project vicinity. The proposed Development Agreement does not contain any provisions that would create conditions materially detrimental to the public health, safety and general welfare or injurious to or incompatible with other properties or land uses in the project vicinity and within the City. Planning Case 2015-111 DA August 16, 2017 5. Orderly Development. The development agreement would not adversely affect the orderly development of property and surrounding area, or the preservation of property values The proposed Development Agreement would assist with and would not interfere with the tentative tract map and its proposed land uses and infrastructure for the property, which would not adversely affect the orderly development of the surrounding area. The proposed Development Agreement would not alter the land uses as adopted in the general plan. The proposed Development Agreement would not conflict with surrounding existing and planned land uses and would not have the potential to adversely affect property values. 6. Encourage Development. The development agreement would promote and encourage the development of the proposed project by providing a greater degree of requisite certainty. The assurances provided to the applicant through the proposed Development Agreement, such as vesting, and clarification, modification, and allocation of responsibility for public improvements, would provide greater certainty and reduced risk that would encourage development as approved under the Map and the infrastructure associated with it that would serve the surrounding area. 7. Compliance with CEQA. Processing and approval of the permit application are in compliance with the requirements of the California Environmental Quality Act. A MND was previously adopted for the project. Therefore, a determination of no further environmental review required has been prepared and findings included in a Resolution accompanying the project. The City Council has considered this Resolution as part of its proceedings. Section 2. The City Council approves the Development Agreement set forth in Exhibit "1" to this Ordinance. Section 3. The City Manager, or his or her designee, is directed and authorized to do all of the following: a. Make all necessary and appropriate clerical, typographical, and formatting corrections to the adopted Development Agreement prior to execution and recording; and b. To implement the Development Agreement, in accordance with its terms including, but not limited to (1) the Mitigation Measures, which are referenced and described in the MND and (2) the Updated Conditions of Approval. Section 5. Notice of Adoption. The City Clerk shall certify to the passage and adoption of this Ordinance, and shall publish a summary of this Ordinance at least five (5) days prior to the adoption of the proposed Ordinance; and within fifteen (15) days after passage in accordance with law, and shall cause this Ordinance and its certification to be entered in the Book of Ordinances of the City of Menifee. Section 6. Recording. Pursuant to Government Code section 65868.5 and Section 9.75.100 of the Menifee Municipal Code, the City Clerk shall prepare a final version of Planning Case 2015-111 DA August 16, 2017 the Development Agreement for recording within ten (10) days of the Effective Date that fully reflects the action of the City Council in adopting the Development Agreement. Section 7. Effective Date. This Ordinance shall take effect and be in full force and operation thirty (30) days after its adoption. Section 8. Severability. If any section, subsection, subdivision, sentence, clause, phrase, or portion of this ordinance 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 hereby declares that it would have adopted this ordinance, and each section, subsection subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional. The Ordinance was introduced and read by title on August 2, 2017 and PASSED, APPROVED AND ADOPTED THIS 16th DAY OF AUGUST, 2017. Neil Winter, Mayor Attest: --- 14�i S rah A. ManwarinWg, C i t y Clerk Approved as to form: J ry Melching, C' y A orney ENIFE . Neil R.Winter STATE OF CALIFORNIA ) Mayor COUNTY OF RIVERSIDE ) ss CITY OF MENIFEE ) Matthew Liesemeyer Mayor Pro Tem I, Sarah Manwaring, City Clerk of the City of Menifee, do hereby certify that the foregoing Ordinance No. 2017-222 was duly adopted by the City Council of the Greg August City of Menifee at a meeting thereof held on the 16th day of August, 2017 by the Councilmember following vote: Lesa A.Sobek Ayes: August, Denver, Liesemeyer, Sobek, Winter Councilmember Noes: None Absent: None John V. Denver Abstain: None Councilmember rah A. Manwaring, City ler{ 29714 Haun Road Menifee,CA 92586 Phone 951.672.6777 Fax 951.679.3843 www.cityofinenifee.us PLEASE RECORD AND WHEN RECORDED RETURN TO: CITY OF MENIFEE 28714 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 Code Section 27383 DEVELOPMENT AGREEMENT By And Between CITY OF MENIFEE And WATT COMMUNITIES AT MOSAIC LLC And MCKINLEY MOSAIC LLC Regarding THE MOSAIC PROJECT Effective Date 201 MOSAIC PROJECT DEVELOPMENT AGREEMENT This Development Agreement (hereinafter "Agreement") is entered into , 201_, by and among the CITY OF MENIFEE (hereinafter "City"), a municipal corporation, WATT COMMUNITIES AT MOSAIC LLC, a California limited liability company ("Watt"), and MCKINLEY MOSAIC LLC, a Delaware limited liability company ("McKinley"). Watt and McKinley are sometimes referred to herein individually, as "Owner" and collectively, as "Owners." RECITALS A. In order to encourage investment in, and commitment to comprehensive planning and public facilities financing, strengthen the public planning process and encourage private implementation of the City's General Plan,provide certainty in the approval of projects and assure efficient use of public resources, and reduce the economic costs of development by providing assurance that projects can proceed consistent with existing land use policies,rules and regulations, the California Legislature adopted Government Code Sections 65864-65869.5 ("e"). The Development Agreement Statute authorizes cities and counties to enter into development agreements with persons or entities having a legal or equitable interest in real property located within their jurisdiction. In accordance with the Development Agreement Statute, the City has established procedures and requirements for processing and approval of development agreements pursuant to Municipal Code Section 9.75 ("Development Agreement Ordinance"). The Development Agreement Statute and Development Agreement Ordinance are collectively referred to herein as the "Development Agreement Law." This Agreement is consistent with the Development Agreement Law. B. Watt owns all of the real property described on Exhibit "A" ("Watt Property") otherwise identified as"Tract F"of Tentative Tract Map No.28206 ("Tentative Map").McKinley owns all of the real property described on Exhibit"B" ("McKinley Property")otherwise identified as "Tract 3" of the Tentative Map. Watt Property and McKinley Property are sometimes referred to herein individually, as "Property" and collectively, as "Project Property." C. Project Property is a part of the Mosaic development project as shown on the Tentative Map ("Master Project"). The County of Riverside ("County") originally adopted and approved the Tentative Map,and related Conditions of Approval for the Tentative Map on May 5, 2004, and as such conditions were amended first on May 4, 2008 (the "County COA"). By incorporation as municipality in October 2008, City became the County's successor in interest with respect to the implementation of the Tentative Map and the County COA. On December 14, 2016, the City Planning Commission adopted Extension of Time 2016-088 extending the expiration date for the Tentative Map to May 4, 2017 and amending the County COA to include the City's standard conditions of approval ("Existing COX") D. The City and Owners desire to more specifically assign and segregate the obligation to perform some of the Existing COA to the appropriate parties. To provide clarity of obligation and administration, Watt,McKinley and City desire to clarify each party's obligations with respect -2- thereto and amend and restate certain portions of the Existing COA through the property Tract Map amendment process, and on the terms and conditions set forth below. E. On May 26, 2016,the City of Menifee submitted a formal application to Riverside Local Agency Formation Commission ("LAFCO") for the detachment of VWRPD from the City of Menifee boundaries ("Deattachment Application"). If approved by the LAFCO Commission, the decision would potentially transfer some of Valley-Wide's facilities within the City boundary over to City ownership and operation, including potentially portions of the Proposed Project and potentially revenue from the special tax assessments currently paid to Valley-Wide by the Owners. F. This Agreement is intended to be, and shall be construed as, a statutory development agreement,within the meaning of the Development Agreement Law.For the reasons recited herein,Developer and the City have determined that the Project is a development for which a development agreement is appropriate. This Agreement will eliminate uncertainty in planning for and secure the orderly development of the Project,ensure a desirable and functional community environment, provide effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, provide other significant public benefits to City and the City's residents, and otherwise achieve the goals and purposes of the Development Agreement Law. In exchange for these benefits to City,Developer desires to receive the assurance that it may proceed with the development of the Project in accordance with the terms and conditions of this Agreement. F. On June 28, 2017, the Planning Commission of City held a duly noticed public hearing on the Owners' application for approval of this Agreement, made certain findings and determinations with respect thereto, and recommended to the City Council that this Agreement be approved. G. The City has given the required notice of its intention to adopt this Agreement and has conducted public hearings thereon pursuant to the Development Agreement Law. As required by Government Code section 65867.5, the City Council has reviewed this Agreement and has found that its provisions and purposes are consistent with the goals, policies, standards, and land use designations specified in the City General Plan and the Project Property as of this date. H. The Parties agree that this Agreement will promote and encourage the implementation of the Master Project by providing both the Owners, future owners and/or lenders of some or all of the parcels within the Tentative Map and the City with a greater degree of certainty as to Owners' and/or future owners' ability to expeditiously complete the Master Project, and that the consideration to be received by the City pursuant to this Agreement and the rights secured to Owners hereunder constitute sufficient consideration to support the respective covenants and agreements of the City and Owners. I. City acknowledges that the commitments of the City set forth in this Agreement shall survive beyond the term or terms of the current members of the City Council and that this Agreement will serve to bind City and future City Councils. By approving this Agreement, the City Council has determined that the vested rights to complete the Master Project provided to Owners in exchange for Owners' commitment to provide the public benefits set forth in this Agreement,justify the City's commitments under this Agreement. The terms and conditions of -3- this Agreement have undergone extensive review by the City staff,the City Planning Commission, and the City Council and have been found to be fair,just, and reasonable. The City has further concluded that the Project will serve the best interests of its citizens and that the public health, safety, and welfare will be served by entering into this Agreement. J. On August 2, 2017 and August 16, 2017, the City Council also held a public hearings on the Owners' application for approval of this Agreement, considered the recommendations of the Planning Commission and found that this Agreement is consistent with City's General Plan. K. Findings. The City Council has found and determined that this Development Agreement: (i) is consistent with the City's General Plan; (ii) is in the best interests of health, safety and general welfare of the City, its residents and the public; (iii) is entered into pursuant to and constitutes a present exercise of police power by the City; and, (iv) is entered into pursuant to and in compliance with the Development Agreement Law. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized, or all letters capitalized, when used in the Agreement. The defined terms include the following: "Affiliate of Owner"has the meaning given to it in Section 2.3.1. "Agreement"has the meaning given to it in the Preamble. "Assignment"has the meaning given to it in Section 2.3. "City Council"means the City Council of the City. "Conservation Area" means that certain approximately 2.02 acre portion of the Project Property designated as Parcel 68 on the Tentative Map (APN 372-493-007). "County"has that meaning given to it in Recital B. "County COAs"has the meaning given to it in Recital C." "DeattachmentApplication" has the meaning given to it in Recital E. -4- "Development"means the improvement of the Project Property and certain portions of other Master Project property for the purposes of completing the structures, improvements and facilities comprising the Master Project including, but not limited to: grading;the construction of infrastructure and public facilities related to the Master Project whether located within or outside the Project Property; the construction of buildings and structures; and the installation of landscaping and park facilities and improvements. "Development" also includes the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement, landscaping or facility after the construction and completion thereof. "Development Approvals" means the Tentative Map and Existing COA, as amended and superseded by the Updated COA, and those improvement plans approved by the City pursuant to the Tentative Map as of Effective Date. "Development Fees" means the monetary consideration charged by City in connection with a development project for the purpose of defraying all or a portion of the cost of mitigating the impacts of the project and development of the public facilities related to development of the project. Development Fees shall not include (i) City's normal fees for processing, environmental assessment/review, tentative tracts/parcel map review, plan checking, site review, site approval, administrative review, building permit (plumbing, mechanical, electrical, building), inspection, and similar fees imposed to recover City's costs associated with processing, review, and inspection of applications, plans, specifications, etc., (ii) fees and charges levied by any other public agency,utility, district, or joint powers authority,whether or not such fees are collected by City, (iii) development impact fees currently imposed by the City, and/or (iv) development impact fees imposed by the City in the future, so long as such fees are not imposed uniquely and solely upon the Master Project or any portion thereof. "Development Plan" means the plans, standards, conditions and requirements set forth in the Tentative Map and Existing COA, as amended and superseded by the Updated COA and this Agreement. "Development Requirement" means any requirement of City in connection with or pursuant to any Development Approval for the dedication of land, the construction or improvement of public facilities, the payment of fees or assessments in order to lessen, offset, mitigate or compensate for the impacts of Development on the environment,or the advancement of the public interest. "Excluded Transfers"has the meaning given to it in Section 2.3.3. "Effective Date" means the date that is the later of: (i)the date that the ordinance approving this Agreement becomes effective, or (ii) the date that this Agreement is executed by the parties and recorded in the Official Records of the County. "Existing COW"has the meaning given to it in Recital C. "Final Grade Elevation"has the meaning given to it in Section 3.11.5. -5- "Individual Unit Owner" means any owner in fee of a residential unit other than Owner or a successor in interest of Owner to all or a portion of the Project as provided in Section 2.3. "LAFCO"has the meaning given to it in Recital E. "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations, city adopted plans and official policies of City adopted and effective on or before the Effective Date of this Agreement governing Development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the Development of the Property. The term "Land Use Regulations" does not include any City ordinance, resolution, code,rule, regulation or official policy, governing: (a) the conduct of businesses,professions, and occupations; (b) taxes and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain; and (f) the amount of processing fees or development impact fees. "Master Project"has the meaning given to it in Recital C. "McKinley Property"has the meaning given to it in Recital B. "Mortgagee"means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device, a lender or each of their respective successors and assigns. "Owner"means Watt or McKinley, and their respective successors in interest to all or any part of the Project Property (other than Individual Unit Owner). "Park" means that certain approximately 1.48 acre portion of the Master Project designated as Parcel 69 on the Tentative Map (APN 372-493-088). "Park Plans"has the meaning given to it in Section 3.11.5. "Prevailing Wage Action" means any of the following: (a) any determination by the State Department of Industrial Relations or its successor for enforcement of State prevailing wage laws that prevailing wage rates should have been paid, but were not; (b) any determination by the State Department of Industrial Relations or its successor for -6- enforcement of State prevailing wage laws that higher prevailing wage rates than those paid should have been paid; (c) any administrative or legal action or proceeding arising from any failure to comply with any of California Labor Code Sections 1720 through 1781; (d) any administrative or legal action or proceeding to recover wage amounts, at law or in equity, including pursuant to California Labor Code Section 1781; (e) the noncompliance by Developer or its contractor with any applicable laws (including, without limitation, if applicable, the requirement to pay State and/or Federal prevailing wages and hire apprentices); (f)the implementation of Section 1781 of the Labor Code and/or the Davis- Bacon Act, 40 U.S.C. Section 3141, et seq., and the regulations promulgated thereunder set forth at 29 CFR Part 1 (collectively, "Davis-Bacon"), as the same may be amended from time to time, or any other similar Laws; and/or(g) failure by Developer to provide any required disclosure or identification as required by Labor Code Section 1781 and/or Davis Bacon, as the same may be amended from time to time, or any other similar Laws. "Project" means the Development of the Project Property consistent with the Development Plan. "Property" means (i)with respect to Watt, solely the Watt Property, or any portion thereof, (ii) with respect to McKinley, solely the McKinley Property, or any portion thereof, and (ii) when used with respect to any other Owner, the portion of the Project Property owned by such Owner. "Qualified Assignee"has the meaning given to it in Section 2.3. "Revised Perimeter Improvement Plans" means, collectively and each on file with the City: (i) the Offsite Improvement Plans delta revision (modifying the required pavement improvement on Garbani Road), City Drawing No. IP 15-027, approved August 3, 2015(County Reference No. MS4061, File No. 945-N) and (ii) the Valley Wide and County-approved Landscape Plans for offsite Garbani &Palomar dated February 11,2016 (County Reference No. 953-LL 1). "Subsequent Development Approvals" means all Development Approvals issued subsequent to the Effective Date in connection with Development of the Property. "Subsequent Land Use Regulations"means any Land Use Regulations adopted and effective after the Effective Date of this Agreement, other than the Development Plan. "Tentative Map" has the meaning given to it in Recital B. "Term" shall mean the period of time from the Effective Date until the termination of this Agreement as provided in subsection 2.4, or earlier termination as provided in Section 7. "Turnover Event" shall have the meaning given to it in Section 3.11.3. "Updated COA"means the Conditions of Approval amending and superseding the Existing COA, as set forth on Exhibit"C"attached hereto and incorporated herein by this reference. -7- "Valley-Wide"means the Valley-Wide Recreation and Park District. "Watt Property" has the meaning given to it in Recital B. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of,this Agreement: Exhibit "A" Legal Description of the Watt Property. Exhibit "B" Legal Description of the McKinley Property. Exhibit"C" Updated COA Exhibit "D" Depiction of Perimeter Improvement Areas and Portion of Garbani Road Exhibit"E" Form Assignment and Assumption Agreement 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. From and following the Effective Date, Development and City actions on applications for Subsequent Development Approvals respecting the Property shall be subject to the terms and provisions of this Agreement. 2.2 Ownership of Property. Watt represents and covenants that it is the owner of the fee simple title to the Watt Property. McKinley represents and covenants that it is the owner of the fee simple title to the McKinley Property. 2.3 Assignment. This Agreement may be assigned, in whole or part, by any Owner to any party or parties purchasing all or any part of the Project Property, or any interest therein pursuant to the provisions of this Paragraph (each an "Assignment"). An Owner's assignment or transfer of any rights, duties or obligations under this Agreement, shall be subject to the prior written approval of the City, which shall not be unreasonably withheld, conditioned or delayed. Prior to any assignment, or transfer of any rights, duties or obligations by an Owner under this Agreement, to any party or parties to whom all or any portion of the Property, or interest therein, is conveyed,said Owner shall present such information to the City as shall reasonably be necessary to demonstrate to the City's reasonable satisfaction that the proposed assignee has the financial ability and experience to fulfill those specific rights, duties and obligations under this Agreement that the transferee will assume. Within five (five) business days of receipt of written notice from an Owner of its intention to assign rights under this Agreement to a designated third party, City shall provide said Owner with a written description of the information the City needs to review. Upon receipt of the required information, City shall have ten (10) business days to respond and approve or disapprove the proposed assignee and form of assignment and assumption agreement, which form shall be substantially consistent with the form attached as Exhibit"E",provided that the City's approval may not be unreasonably withheld, conditioned or delayed (an assignee so approved by the City is hereinafter referred to as a "Qualified Assignee"). Failure of the City to respond within the periods identified above shall be deemed an approval provided that Developer also provides the City with a written notice in at least 14 point, bold font which contains the following statement, as applicable: -8- FAILURE TO [RESPOND TO or APPROVE OR DISAPPROVEI THE REOUESTED MATTER WITHIN [FIVE (S) or TEN (10)1 CALENDAR DAYS AFTER YOUR RECEIPT OF THIS REQUEST SHALL BE DEEMED AN APPROVAL OF THE SAME PURSUANT TO SECTION 2.3 OF THE DEVELOPMENT AGREEMENT. 2.3.1 Permitted Assignments: Notwithstanding Section 2.3,the following categories of Assignments shall not require City approval, but shall require ten(10) business days prior notice of a proposed transfer,which notice shall be accompanied by information sufficient to demonstrate that such proposed assignment falls within the categories specified in Section 2.3.1(a) and/or Section 2.3.1(b). If City objects to a proposed assignment after receiving such notice, then the assignor shall not be released of any obligations under this Agreement unless and until said objection is resolved to the mutual satisfaction of the parties. (a) Any assignment for financing purposes,provided the financing is used solely to secure the funds necessary for construction and/or permanent financing of the Project or any portion thereof;and (b) An assignment of this Agreement to an Affiliate of Owner. For the purposes of this Section 2.3.1, "Affiliate of Owner"means an entity or person that is directly or indirectly controlling, controlled by, or under common control with Developer. For the purposes of this definition, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity or a person, whether through the ownership of voting securities, by contract, or otherwise, and the terms "controlling" and "controlled" have the meanings correlative to the foregoing. 2.3.2 Successive Assignment. In the event there is more than one Assignment under the provisions of this Section 2.3, the provisions of this Section 2.3 shall apply to each successive Assignment. 2.3.3 Excluded Transfers. Notwithstanding the foregoing,the provisions of this Agreement shall terminate with respect to any individual lot or portion of the Property and such lot or portion of the Property shall be released from and shall no longer be subject to this Agreement(without the execution or recordation of any further document or the taking of any further action)upon the satisfaction of all of the following conditions ("Excluded Transfers"): (a) the lot has been finally subdivided and sold or leased (for a period longer than one (1) year)to a member of the public or any other ultimate user; and (b) a certificate of occupancy has been issued for the building or buildings on the lot or a final inspection of the building(s)has been approved by City. (c) dedications and grants of easements and rights of way required in accordance with the Development Plan. -9- (d) transfers of common area,the Park or Conservation Area to a homeowners association or public entity in accordance with the Development Plan. The City shall cooperate with Owners, at no cost to the City, in executing in recordable form any document that Owners(including any successor to the title of Owners in and to any of the aforedescribed lots) may submit to confirm the termination of this Agreement as to any such lot. As to such Excluded Transfers,this Agreement shall not run with the land, but shall be automatically terminated. 2.4 Term. 2.4.1 Execution ofAgreement. After the City executes this Agreement,each Owner shall have thirty(30) days after the City's delivery of an executed copy of this Agreement to execute and return two originally executed counterparts to the City Attorney and the City Clerk. If an Owner does not provide the City its original executed counterpart of this Agreement before the thirty (30) days expires, this Agreement shall not be recorded and this Agreement shall be deemed null and void and have no force or effect. 2.4.2 Term. The term of this Agreement("Term") shall commence on the Effective Date of this Agreement and shall continue thereafter for a period of five (5) years,unless this Agreement is terminated, modified, or extended by circumstances set forth in this Agreement or by mutual written consent of the parties. 3. DEVELOPMENT OF THE PROPERTY. 3.1 Rights to Develop. Subject to the terms of this Agreement, each Owner shall have a vested right to develop its Property in accordance with, and to the extent of, the Development Plan. Development allowed under the Development Plan is hereby vested specifically with the Project Property (including each Property), and each Owner retains the right to apportion development rights with respect to the portion of the Property owned by it between itself and any subsequent Owner, upon the sale, transfer, or assignment of any portion of the Project Property, so long as such apportionment is consistent with the Development Plan and the Land Use Regulations. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement,the rules, regulations and official policies governing permitted uses of the Property,the density and intensity of use of the Property,the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to Development of the Property, shall be those contained in the Development Plan and those Land Use Regulations not inconsistent with the Development Plan and this Agreement. To the extent there is any conflict between the terms of the (i) Development Plan and/or the Development Approvals and(ii)this Agreement,this Agreement shall control. To the extent there is any conflict between the terms of any Subsequent Development Approvals and this Agreement, the Subsequent Development Approvals shall control. 3.3 Subsequent Development Approvals.The parties acknowledge that Development of the Project may reqVire Subsequent Development Approvals, and that in connection therewith -10- Owner may determine that changes are appropriate and desirable in the existing Development Approvals or Development Plan. In the event Owner finds that such a change is appropriate or desirable for its Property, Owner may apply in writing for an amendment to prior Development Approvals or the Development Plan to effectuate such change for its Property, and City shall process and act on such application notwithstanding anything in this Agreement that may be to the contrary. City shall have no obligation to grant any such application by Owner that modifies the overall intensity or density of Development, requires a General Plan amendment, zone change, or variance, or otherwise is, in the sole and absolute discretion of the City Manager, or his or her designee, a substantial modification of the Development Plan. If approved in a form to which Owner has consented in writing, any such change in the Development Approvals or Development Plan with respect to such Owner's Property shall be incorporated herein as an addendum (but solely with respect to such consenting Owner and such Owner's Property), and may be further changed from time to time as provided in this Section.Any change in the Development Approvals or Development Plan made in accordance with the procedures required by the Land Use Regulations and with the written consent of the Owner shall be conclusively deemed to be consistent with this Agreement,without any further need for any amendment to this Agreement or any of its Exhibits. Notwithstanding any contrary provision of this Agreement, no Owner may apply for or otherwise pursue an amendment to Development Approvals or the Development Plan that affects another Owner's Property unless and except to the extent agreed to in writing by such other Owner and no change in the Development Approvals or Development Plan processed by City upon the request of one Owner shall affect the rights or obligations of any other Owner,unless and except to the extent agreed to in writing by such other Owner. City further agrees that,unless otherwise requested by Owner or as authorized by this Agreement,it shall not,without good cause, amend or rescind any Subsequent Development Approvals respecting such Owner's Property after such approvals have been granted by the City. 3.4 Term of Tentative Map and Subseqent Development Approvals. Pursuant to Section 66452.6 (a) of the California Government Code, and notwithstanding anything to the contrary in the Updated COAs, the Tentative Map, and any subsequent tentative subdivision map approved for the Property, or any portion thereof, shall also be extended for a period equal to the Term of this Agreement. Upon approval of a Subsequent Development Approval,it shall be vested in accordance with this Agreement,'and the term of such Subsequent Development Approval shall be the longer of(i)the Term or(ii)the terns of such Subsequent Development Approval. 3.5 Timing of Development. The parties acknowledge that Owner cannot at this time predict when or the rate at which phases of its Property will be developed. Such decisions depend upon numerous factors which are not within the control of Owner, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465, that the failure of the parties therein to provide for the timing of Development resulted in a later- adopted initiative restricting the timing of Development to prevail over such parties' agreement, it is the parties' intent to cure that deficiency by acknowledging and providing that each Owner shall have the right to develop its Property in such order and at such rate and at such times as such Owner deems appropriate within the exercise of its subjective business judgment. Except as provided expressly in this Agreement, including Section 3.4, nothing in this section is intended to alter the standard durational limits of any applicable permits issued to Owner. In the event that a Subsequent Land Use Regulation is enacted,whether by action of the City Council or by initiative -11- or otherwise, which governs the rate, timing, phasing or sequencing of new development or construction in the City, such Subsequent Land Use Regulation shall not apply to the Project or any portion thereof. 3.6 Updated COA; Additional Changes and Amendments. By concurrent action of the City Council,the Existing COA have been amended and superseded by the Updated COA. To the extent there is any conflict between the terms of the Existing COA and the Updated COA, the Updated COA shall control. Except where expressly stated otherwise herein, to the extent of any conflict between the terms of the Updated COA and the express text of this Agreement,the terms of the Updated COA shall control. 3.7 Reservation of Authority. 3.7.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development of the Property: (a) Processing fees and charges of every kind and nature imposed by City to cover the estimated actual costs to City of processing applications for Development Approvals or for monitoring compliance with any Subsequent Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications,notices,findings,records,hearing,reports,recommendations,appeals and any other matter of procedure. (c) Changes adopted by the International Conference of Building Officials as part of the then most current versions of the California Building Code, Uniform Fire Code,Uniform Plumbing Code,Uniform Mechanical Code,Uniform Solar Energy Code, Uniform Swimming Pool, Spa and Hot Tub Code, Uniform Housing Code,Uniform Administrative Code,or National Electrical Code,and also adopted by City as Subsequent Land Use Regulations. (d) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health, safety, and welfare. To the extent reasonable and feasible, any such regulations shall be applied and construed consistent with Section 3.6.3 below so as to provide each Owner with the rights and assurances provided under this Agreement. (e) Regulations which are not in conflict with the Development Plan and this Agreement. (f) Regulations which are in conflict with the Development Plan provided Owner has given written consent to the application of such regulations to Development of such Owner's Property. (g) Federal and State laws and regulations which City is required to enforce as against the Property or the Development of the Property. -12- 3.7.2 Future Discretion of City. This Agreement shall not prevent City, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the Development Plan, nor shall this Agreement prevent City from denying or conditionally approving any Subsequent Development Approval on the basis of the existing Land Use Regulations or any Subsequent Land Use Regulation that conflict with the Development Plan. Nor shall this Agreement limit or restrict the City's ability to impose current or future Development Fees in connection with the development of the Master Project. 3.7.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement,prevent or preclude compliance with one or more of the provisions of this Agreement, the parties shall meet and reasonably agree upon the modification, suspension and or supplementation of such provisions of this Agreement as may be necessary to comply with such State or Federal laws or regulations, and this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce. 3.7.4 Taxes, Assessments and Fees. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not prevent the City from enacting, levying or imposing any new or increased tax,assessment or fee(including development impact fees) otherwise permitted by law; provided, however, that the City shall not increase development impact fees applicable to the Property for 24 months following the Effective Date. 3.8 Regulation by Other Public Agencies.It is acknowledged by the parties that other public agencies not subject to control by City possess authority to regulate aspects of the Development of the Property, and this Agreement does not limit the authority of such other public agencies. 3.9 [RESERVED] 3.10 Cooperation in Completing Development Plan. City agrees to cooperate with each Owner, at no cost to City, as necessary for the successful completion of the Development Plan and fulfillment of Development Requirements, and all other requirements or conditions that may be imposed on the Development by other public agencies. City acknowledges and agrees that except for those Development Requirements in effect as of the Effective Date, there shall be no other Development Requirements applicable'to the Project Property (or any portion thereof) and City shall not impose any additional Development Requirements during the Term. The City acknowledges that as of the Effective Date of this Agreement,Watt has provided all security bonds currently being held by the City for the Project. The City agrees to accept and expeditiously process any request by Watt and McKinley to reduce and replace an appropriate portion of those existing security bonds with bonds posted by McKinley. The form and amount of bonds shall be subject to the reasonable approval of the City Engineer,which approval shall not be unreasonably withheld, conditioned or delayed. -13- 3.11 Specific Owner Obligations. 3.11.1 Perimeter Improvements adjacent to Watt Property (TR28206-F). Watt shall be solely responsible, at Watt's sole cost and expense, for processing all approvals for, installing, completing and obtaining acceptance by the City to achieve release of bonds relating to, all perimeter improvements to be located adjacent to the Watt Property boundary along Craig Avenue. The subject area is generally depicted on Exhibit"D"attached hereto and incorporated herein by this reference. Perimeter improvements shall include the perimeter wall, landscaping, curb, gutter and street improvements built to City specifications, and as approved by the City Engineer. All such perimeter improvements must be completed and approved (passed inspection) by the City Engineer before issuance of the 38th building permit on the Watt Property under the Development Approvals. 3.11.2 Perimeter Improvements adjacent to Tract 2 (TR28206-2). Watt shall be solely responsible, at Watt's sole cost and expense, for processing all approvals for, installing, completing and obtaining acceptance by the City to achieve release of bonds relating to, all perimeter improvements to be located adjacent to the"Tract 2"(of the Tentative Map)boundary along Garbani Road and Palomar Road. The subject area is generally depicted on Exhibit "D" attached hereto. Perimeter improvements shall consist of the perimeter wall, landscaping, curb, gutter, trail and street improvements set forth on the Revised Perimeter Improvement Plans. All such perimeter improvements, except for parkway landscaping and trail, must be completed and approved by the City Engineer within the earlier to occur of(i) one year of the Effective Date of this Agreement or (ii) prior to issuance of a building permit within the Watt Property; provided, however, that the City may waive or modify this provision so as to allow for the issuance of building permits on the Watt Property prior to the completion of the perimeter improvements upon a showing to the satisaction of the City, in its sole and absolute discretion, that (i) Watt has made best efforts to complete said improvements and (ii) Watt has a definitive plan for completing such improvements within a fixed timeline that is acceptable to City. The parkway landscaping and trail must be completed and approved (passed inspection)by the City Engineer by the later of(X) six (6) months after receipt of Valley-Wide's approval of the trail plans,and(Y)two(2)months after the completion of all other perimeter improvements required per the Revised Perimeter Improvement Plans (i.e., except for parkway landscaping and trail). This Section 3.11.2 is intended to fully satisfy and supersede Updated COA, Section III (Public Works), Conditions 56 and 60, and Section VI (Community Services Department) No. 12. To the extent of any inconsistency with the Updated COAs, this Section 3.11.2 shall control. 3.11.3 Conservation Area. Notwithstanding anything to the contrary in the Updated COAs, Watt shall be solely responsible, at Watt's sole cost and expense, for processing all approvals for the Conservation Area by and from -14- Valley-Wide and/or all other applicable County, State and Federal agencies, and diligently pursuing acceptance of the Conservation Area by Valley-Wide or any of the applicable agencies. 3.11.4 Perimeter Improvements adjacent to McKinley Property (TR28206-3). McKinley shall be solely responsible, at McKinley's sole cost and expense, for processing all approvals for, installing, completing and obtaining acceptance by the City to achieve release of bonds relating to, all perimeter improvements to be located adjacent to the McKinley Property boundary along Craig Avenue and Palomar Road. The subject area is generally depicted on Exhibit"D attached hereto. Perimeter improvements shall include the perimeter wall, landscaping, curb, gutter and street improvements built to City specifications, and as approved by the City Engineer. All such perimeter improvements must be completed and approved (passed inspection) by the City Engineer before issuance of the 38th building permit on the McKinley Property. 3.11.5 Park Obligations. McKinley shall be solely responsible for diligently(i)preparing and processing improvements plans (the "Park Plans") for the Park, (ii) acquiring all necessary approvals for the Park Plans (which will include, among other specifications, the grading plans and quantities) from the City and Valley-Wide, and (iii) upon acquiring all such necessary approvals from the City and Valley-Wide, installing, constructing and completing the Park improvements in accordance with the approved Park Plans. The City acknowledges its approval of the Conceptual Landscape Master Plan for the Terra Bella Park prepared by Achiterra Design Group dated November 2012 (File No. ADF JOB #1107) by letter from L.Gordon to Watt Communities dated April 30, 2013. McKinley shall commence Park improvements work upon the later to occur of the following: (A) receipt of Valley-Wide's approval of commencement of the Park improvements work and (B) sixty(60) days following the Park reaching the final grade elevation therefor specified in the approved Park Plans ("Final Grade Elevation"). McKinley shall complete the Park improvements prior to the issuance of the 38th building permit on the McKinley Property. As part of its Park obligations, McKinley shall, to the best of its ability, (a) monitor the progress of the soil import activities and grading in the Park basin so that McKinley can estimate for the Parties when the Final Grade Elevation will be achieved, and (b) timely submit the Park Plans to Valley-Wide, and work with Valley-Wide to obtain Valley-Wide's approval for commencing the Park improvements work within sixty(60) days of achieving the Final Grade Elevation. (a) Park Completion. For purposes of determining the the City's right to withhold any building permits under this Agreement, the park will be deemed "complete" by the City upon the McKinley's installation of all landscaping, irrigation,hardscape, furniture and equipment, meaning(i)the installation of these items shall be confirmed via inspection by City staff and determined to be substantially complete to the satisfaction of the Community Services Director (which determination shall be completed expeditiously upon request by McKinley -15- and shall not be unreasonably withheld,conditioned or delayed)and(ii)all pressure tests and utility inspections must be completed and passed by the applicable utility departments/agencies. Once deemed complete, for the purposes of compliance with this Agreement,the park shall be deemed fully complete and ready for use by the public/acceptance when all punch list items (resulting from inspections by the City)have been satisfied and all required maintenance periods have expired. To be deemed fully complete,any natural grass turf shall be established(meaning in place for at least 60 days and in good condition) as determined by the Community Services Director in his or her reasonable discretion. If, at the time the park is deemed fully complete,the City is the entity that will own and operate the park,the City shall expeditiously accept responsibility for park operation by the general public and maintenance (upon the expiration of the 90 day maintenance period). (b) Excuse for Non-Performance. McKinley's obligations to commence and complete constructions in accordance with the requirements of Section 3.11.5 may be modified upon a demonstration by McKinley to the City Manager or his/her designee that McKinley has made reasonable and appropriate efforts to obtain approvals from Valley Wide to proceed with the Park improvements, but Valley Wide has, due to factors beyond McKinley's control, failed and refused to issue such approvals. The determination by the City Manager or his/her designee to grant relief to McKinley under this Section 3.11.5(a) shall be upheld unless it is demonstrated that said determination was arbitrary and capricious. (c) Performance Bond. Prior to the issuance of the next building permit for a residential unit within the McKinley Property (TR28206-3), McKinley shall provide a performance bond for the City in a form acceptable to the City Attorney and in an amount sufficient to pay the City's reasonable costs of completing the Park improvements. The City may,in its sole discretion,call the bond and complete the Park improvements if either (i) the Park improvements are not commenced within 24 months of the effective date or (ii) the Park improvements are not completed within 36 months of the effective date. This Section 3.11.5 is intended to fully satisfy Updated COA, Section VII (Community Services Department) Condition No. 11. To the extent of any inconsistency with the Updated COAs, this Section 3.11.5 shall control. 3.11.6 Soil Disposal and Cooperation. The Park was designed to allow for builders and developers of the Project to dispose of clean soil from their respective in-tract improvements and building activities at the Project in the Park basin. Each Owner placing soil in the Park basin shall be solely responsible for placing its soil in accordance with all applicable plans, regulations, measures and requirements, including, without limitation, requirements for stockpiling, spreading and compacting. The Owners agree that if the soil from Watt Property and McKinley Property are being placed in the Park basin at the same time, then the Owners will work together to manage and share, as appropriate, the costs for such soil disposal. If the Owners determine that the soil imported from their -16- respective Property are not sufficient to achieve the Final Grade Elevation, then McKinley shall work with Valley-Wide(or the City if the City obtains ownership) to adjust the Park Plans,provided the precise grading plan for the park is approved by the City to support the revision to the Park Plans; so that the Park improvements work can commence and be completed within a timeline reasonably acceptable to the Owners. 3.12 City Agreements. 3.12.1 Notwithstanding anything to the contrary in the Updated COAs, City hereby releases each Owner from the other Owner's obligations under this Agreement. City agrees that, notwithstanding any conflicting terms of the Development Plan (a) City shall look solely to the Owner with whom the obligation lies under this Agreement, (b) City will treat each Owner and such Owner's Property separately from any other Owner and such other Owner's Property, (c)the failure of an Owner to comply with the terms of this Agreement shall not impact or otherwise affect in any way any other Owner or such other Owner's Property, including, without limitation, such other Owner's ability to record a final map,receive improvement plan approvals, receive building permits, receive certificates of occupancy, receive completion approvals for such other Owner's specific improvements or be released from such other Owner's specific bond obligations, and (d)the default or failure of an Owner under this Agreement shall not, on its own, result in a default or failure of any other Owner. 3.12.2 Notwithstanding anything to the contrary in the Updated COAs, with the sole exception of the express obligations of Watt under Section 3.11.2 of this Agreement, City hereby releases Watt and its successors and assigns (with respect to Watt Property), and McKinley and its successors and assigns (with respect to the McKinley Property) from any and all requirement or obligation to acquire, improve, and/or dedicate any portion of Garbani Road. All such obligations shall be the responsibility of the City or the adjacent property owner. 3.12.3 Notwithstanding anything to the contrary in the Updated COAs, City shall not withhold or otherwise delay the approval of final maps, improvements plans, issuance of building permits or certifications of occupancies with respect to the Project Property or any portion thereof for any reason related to Valley-Wide's or other applicable agency's (including the City's) acceptance or non-acceptance of the Conservation Area; provided, however, that Developers shall and hereby do each fully release City from any financial liability owing by Valley Wide to either Developer on account of any breach of any agreement as between Valley Wide and either Developer prior to or existing on the date of the City's acceptance of the Conservation Area. 3.12.4 City shall use its best efforts, at no cost to City, to coordinate, process and otherwise facilitate Valley-Wide's or other agency's acceptance of the Conservation Area. -17- 3.12.5 Notwithstanding anything to the contrary in the Updated COAs, City confirms the City has approved the Revised Perimeter Improvement Plans. 3.12.6 City agrees that the Project is subject to the Scott Road CFD No. 05-8. To receive TUMF credit for its participation in the Scott Road CFD No. 05- 8, the parties acknowledge that the applicable Owner must enter into a "Community Facilities District 05-08 (Scott Road CFD) Improvement Credit Agreement Transportation Uniform Mitigation Fee Program" ("TUMF Credit Agreement") with the County and the City, which must be approved by both the County Board of Supervisors and the City Council. The City shall not unreasonably withold or delay its processing and/or execution of the TUMF Credit Agreement and shall, at no cost to the City and with the full cooperation of the applicable Owner, use reasonable and diligent efforts to seek County approval of such TUMF Credit Agreement. The Owners acknowledge that the City does not have any authority to direct the County or the TUMF program. 3.13 Valley-Wide Obligations. Upon City's written request, Watt and McKinley shall reasonably cooperate with City's efforts to assume Valley-Wide's ownership, maintenance and repair obligations and/or operation obligations with respect to the Park. In connection with the City's assumption of park obligations,the City also agrees to accept ownership of the Conservation Area if(i)that opportunity is presented to the City, and (ii) a financing mechanism is in place that will allow the City to assume such ownership at no additional cost to City. If the City obtains ownership of the Park and the Conservation Area, all references to "Valley-Wide" in this Agreement shall automatically be replaced with"City." 4. REVIEW FOR COMPLIANCE. 4.1 Periodic Review. During the Term,the City Council shall review this Agreement, with respect to each Owner,annually during May of each year following the Effective Date of this Agreement, in order to ascertain the good faith compliance by such Owner with the terms of the Agreement. As part of that review, Owner shall submit, with respect to its Property, an annual monitoring review statement describing its actions in compliance with this Agreement, in a form acceptable to the City Manager, by April 1. The statement shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year.The amount of the annual review and administration fee shall be set by resolution of the City Council. 4.2 Special Review. The City Council may order a special review of compliance by an Owner with this Agreement at any time. Such Owner shall cooperate with the City in the conduct of such special reviews. 4.3 Procedure.In connection with any periodic or special review,each party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the Agreement, to explain the basis for such assertion, and to receive from the other party a justification of its position on such matters. If on the basis of the parties' review of any terms of the Agreement, a party concludes that another party has not complied in good faith with the terms of the Agreement,then such party may issue a written "Notice of Non-Compliance" -18- specifying the grounds therefor and all facts demonstrating such non-compliance. The party receiving a Notice of Non-Compliance shall have thirty (30) days to respond in writing to said Notice. If the response to the Notice of Non-Compliance has not been received in the offices of the party alleging the non-compliance within the prescribed time period, the Notice of Non- Compliance shall be conclusively presumed to be valid. If a Notice of Non-Compliance is contested,the parties shall have up to sixty(60) days to arrive at a mutually acceptable resolution of the matters occasioning the Notice. In the event that the parties are not able to arrive at a mutually acceptable resolution of the matter(s) by the end of the sixty (60) day period, the party alleging the non-compliance may thereupon pursue the remedies provided in Section 7. 4.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, Owner is found to be in compliance with this Agreement, City shall, upon request by Owner, issue a Certificate of Agreement Compliance ("Certificate of Compliance") to Owner stating that after the most recent Periodic or Special Review and based upon the information known or made known to the City Manager and City Council that (1) this Agreement remains in effect with respect to such Owner's Property and (2) Owner is in compliance. The Certificate of Compliance shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate of Compliance is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. Owner may record the Certificate of Compliance with the County Recorder. Additionally,Owner may at any time request from the City a Certificate stating, in addition to the foregoing, which obligations under this Agreement have been fully satisfied with respect to its Property, or any lot or parcel within its Property. 5. INTENTIONALLY OMITTED. 6. INTENTIONALLY OMITTED. 7. REMEDIES AND TERMINATION. 7.1 Specific Performance Available. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance is a particularly appropriate remedy for the enforcement of this Agreement and should be available to each Owner and City because due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, each Owner and/or City may be foreclosed from other choices it may have had to utilize or condition the uses of the Property or portions thereof. Each Owner and City have invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, such that it would be extremely difficult to determine the sum of money which would adequately compensate an Owner and/or City for such efforts. 7.2 Money Damages Unavailable. Neither Owner nor City shall be entitled to any money damages, including attorney fees, from the other by reason of, arising out of, based upon, or relating to (a) the interpretation, enforcement, performance, or breach of any provision of this Agreement, or (b) the respective rights or duties of any of the parties under the Development -19- Approvals, the Subsequent Development Approvals, any Development Requirement, the Land Use Regulations, or the Subsequent Land Use Regulations. Notwithstanding the foregoing, City may recover from Owner any fees owed by such Owner to the City under or pursuant to this Agreement. 7.3 Termination of Agreement. 7.3.1 Termination of Agreement for Default of Owner. City in its discretion may terminate this Agreement with respect to an Owner and such Owner's Property(and solely with respect to such Owner and such Owner's Property) for any failure of such Owner to perform any material duty or obligation of such Owner hereunder or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default"); provided, however, City may terminate this Agreement with respect to an Owner pursuant to this Section only after following the procedure set forth in Section 4.3 and thereafter providing written notice to such Owner of the default setting forth the nature of the default and the actions, if any, required by such Owner to cure such default and, where the default can be cured, such Owner has failed to take such actions and cure such default within 30 days after the effective date of such notice or, in the event that such default cannot be cured within such 30 day period but can be cured within a longer time, as reasonably determined by the City in its sole discretion,such Owner has failed to commence the actions necessary to cure such default within such 30 day period and to diligently proceed to complete such actions and cure such default. 7.3.2 Termination of Agreement for Default of City. Owner in its discretion may terminate this Agreement with respect to its Property (and solely with respect to its Property) for any default by City; provided, however, Owner may terminate this Agreement with respect to its Property pursuant to this Section only after following the procedure set forth in Section 4.3 and thereafter providing written notice by such Owner to the City of the default setting forth the nature of the default and the actions, if any,required by City to cure such default within 30 days after the effective date of such notice or,in the event that such default cannot be cured within such 30 day period, the failure of City to commence to cure such default within such 30 day period and to diligently proceed to complete such actions and to cure such default. 7.3.3 Rights and Duties Following Termination. Upon the termination of this Agreement with respect to an Owner and its Property,no party shall have any further right or obligation hereunder with respect to such Property except with respect to (i) any obligations to have been performed prior to said termination, or (ii) any default in the performance of the provisions of this Agreement which has occurred prior to said termination. 7.3.4 Termination of this Agreement with respect to an Owner and its Property as provided in this Section 7.3 shall not constitute termination of any other land use entitlements approved for any other Owner's Property,the Project Property or any portion thereof, including but not limited to all conditions and mitigation means imposed as part of such entitlements,prior to the date of the termination. -20- 7.3.5 For the avoidance of doubt, the parties acknowledge and agree that neither the default by an Owner or termination of this Agreement by or with respect to an Owner and such Owner's Property shall terminate or otherwise affect in any way any of the rights and obligations under this Agreement or the Development Plans of any other Owner or such other Owner's Property. 7.3.6 This Agreement shall terminate automatically with respect to any Project Property upon transfer to an Individual Unit Owner. 7.3.7 This Agreement shall terminate automatically as to each Owner upon the following: (i) all lots within the respective Owner's portion of the Project Property having been transferred to an Individual Unit Owner, and (ii)the completion of all the respective Owner's obligations under this Agreement. 8. INTENTIONALLY OMITTED. 9. LEGAL ACTIONS AND INDEMNIFICATION. 9.1 Option to Terminate Due to Litigation. If a lawsuit is filed challenging the Development Approvals or the ordinance approving this Agreement within the time periods for the filing of such lawsuits under the California Environmental Quality Act ("CEQA")or the State Planning and Zoning Law, then the parties shall meet and confer concerning the potential impact of the lawsuit on this Agreement and the development of the Project. Within thirty (30) days of such meeting, if an either Party determines that such litigation may have an unacceptable adverse impact on the Project or its rights under this Agreement, such Party may in its discretion terminate this Agreement(provided, however,that if an election to terminate is made by an Owner,then the termination shall be solely with respect to its Property) by sending a written notice to all other Parties of such termination, and the Parties shall be relieved of any further obligations to this Agreement with respect to such Property, to the extent that such obligations have not been performed or have been incurred prior to such termination. Owner acknowledges and agrees that if this Agreement is terminated with respect to its Property, other than by court order, City shall have the option to -restore the General Plan, the Specific Plan (if applicable), and zoning with respect to the terminated Property to the condition that existed prior to the adoption of the Development Approvals or ordinance approving this Agreement. In no event, however, shall an Owner bring or cause to bring a lawsuit in any court against City to invalidate any provision in this Agreement that would result in the ability of such Owner to keep the Development Approvals without having to comply with the terms and conditions of this Agreement or result in any adverse effect on any other Owner or such other Owner's Property. 9.2 Costs of Third Party Litigation. City shall promptly notify Owners of any claim, action or proceeding filed and served against City to challenge, set aside, void, annul, limit or restrict the approval and continued implementation and enforcement of this Agreement. Owners agrees to reimburse the City for its reasonable attorneys' fees incurred in connection with the defense of the claim, action or proceeding, and to fully defend and indemnify City for all costs of defense and/or judgment obtained in any such action or proceeding. City and Owners agree to cooperate in the defense of such action(s). -21- 9.3 Indemnification. Owners shall indemnify, defend (with counsel reasonably acceptable to City) and hold harmless City and City Parties from and against any and all actions, suits, claims, costs, liabilities, penalties, and damages (including but not limited to attorneys' fees and costs) (collectively, "Claims"), including Claims for any bodily injury, death, or property damage, arising or resulting directly or indirectly from the approval or implementation of this Agreement,the development or construction of the Master Project or any portion thereof by or on behalf of Owner(s), Owner(s)'failure to maintain insurance as required by this Agreement,and/or from any acts, omissions, negligence or willful misconduct of Owner(s)', whether such acts, omissions,negligence or willful misconduct are by the Owners or any of the Owners' contractors, subcontractors, agents or employees. The foregoing indemnity shall not apply to any Claims arising or resulting solely from the active negligence or willful misconduct of City or City Parties. 9.4 Prevailing Wage Indemnity. In addition to Owners' indemnity obligations in Section 9.3, Owners shall also indemnify the City against any claim in connection with or relating to this Agreement and or the Master Project (including, without limitation, development or construction.(as defined by applicable laws) and/or any and all public works (as defined by applicable laws)),that relates to, or results or arises in any way from,a Prevailing Wage Action. It is specifically agreed by the Parties that Owners shall bear all risks of payment or non-payment of prevailing wages under all laws, specifically including California law and/or Federal law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or Davis Bacon and/or any other similar law. With respect to the foregoing, each Owner shall be solely responsible, expressly or impliedly and legally and financially, for determining and effectuating compliance with all applicable laws relating to public works requirements,prevailing wage laws, and labor laws and standards, and the City makes no representation, either legally and/or financially, as to the applicability or non-applicability of any laws to this Agreement, the Master Project, including the construction or development of the Master Project and each portion thereof. Each Owner, for itself, expressly, knowingly and voluntarily acknowledges and agrees that the City has not previously represented to such Owner or to any representative, agent or affiliate of such Owner, or any contractor(s) or any subcontractor(s) for the construction or development of the Master Project, in writing or otherwise, in a call for bids or otherwise,that the work and construction of the Master Project, and each portion thereof, is (or is not) a "public work,"as defined in Section 1720 of the Labor Code or under Davis-Bacon. 10. MORTGAGEE PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit Owner from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time,to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. Subject to compliance with applicable laws, City will not unreasonably withhold its consent to any such requested interpretation or modification provided City determines such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: -22- (a) Neither entering into this Agreement nor a breach or termination of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Owner in the performance of Owner's obligations under this Agreement. (c) If City timely receives a request from a Mortgagee requesting a copy of any notice of default given to Owner under the terms of this Agreement, City shall make a provide a copy of that notice to the Mortgagee within ten(10)days of sending the notice of default to Owner. The Mortgagee shall have the right,but not the obligation,to cure the default prior to the date which is thirty(30)days after the expiration of the cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof,pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. 11. MISCELLANEOUS PROVISIONS. 11.1 Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City Clerk within the period required by Section 65868.5 of the Government Code. Amendments approved by the parties, and any cancellation, shall be similarly recorded. 11.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein.No testimony or evidence of any such representations,understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 11.3 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of any party has been materially altered or abridged by such holding. 11.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. Any dispute between City and Owner over this Agreement shall be filed,and tried, in the Superior Court of the County of Riverside. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting -23- party or in favor of City shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 11.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 11.6 Singular and Plural. As used herein,the singular of any word includes the plural. 11.7 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 11.8 Waiver. Failure of a party to insist upon the strict performance of any of the provisions of this Agreement by any other party, or the failure by a party to exercise its rights upon the default of another party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 11.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 11.10 Force Majeure. No party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes,other Acts of God, fires, wars, riots or similar hostilities, court actions (such as restraining orders or injunctions), or other causes beyond the party's control. If any such events shall occur,the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the term of this Agreement shall not be extended under any circumstances for more than one (1) year. 11.11 Mutual Covenants.The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Successors in Interest. As provided in Section 65868.5 of the Government Code, and except as otherwise provided in this Agreement, all of the terms, provisions, covenants and obligations contained in this Agreement shall be binding upon, and inure to the benefit of, City and each Owner, and their respective successors and assigns (other than Individual Unit Owners). 11.13 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.14 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Riverside, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. -24- 11.15 Project as a Private Undertaking. It is specifically understood and agreed by and among the parties hereto that the Development of the Project is a private Development, that no party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership,joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating the Development of private property and the owner of such property. 11.16 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of a party at any time, the other party(ies) shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 11.17 City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise by this Agreement or applicable law, or the context requires otherwise. Notwithstanding the foregoing, the City Manager shall have the discretion to request that decision or determination that is otherwise delegated to him under this Agreement be instead considered by the City Council and/or Planning Commission,as appropriate. 11.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain. 11.19 Amendments in Writing/Cooperation.This Agreement maybe amended only by written consent of all parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements. The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. 11.20 Authority to Execute. The person or persons executing this Agreement on behalf of an Owner warrants and represents that he/they have the authority to execute this Agreement on behalf of his/their corporation, partnership or business entity and warrants and represents that he/they has/have the authority to bind such Owner to the performance of its obligations hereunder. 11.21 Estoppel Certificate. An Owner may, at any time, and from time to time, deliver written notice to the City requesting the City to certify in writing that: (i)this Agreement is in full force and effect, (ii) this Agreement has not been amended or modified or, if so amended or modified, identifying the amendments or modifications, and (iii) the Owner requesting such certificate is not in default of the performance of its obligations,or if in default,to describe therein the nature and extent of any such defaults. The City Manager shall be authorized to execute any certificate requested by Developer hereunder. The form of estoppel certificate shall be in a form reasonably acceptable to City Attorney. The City Manager shall execute and return such certificate -25- within thirty(30) days following Owner's request therefore. Owner and City acknowledge that a certificate hereunder may be relied upon by tenants,transferees, investors,partners,bond counsel, underwriters, bond holders and mortgagees. The request shall clearly indicate that failure of the City to respond within the thirty(30) day period will lead to a second and final request. Failure to respond to the second and final request within fifteen (15) days of receipt thereof shall be deemed approval of the estoppel certificate. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above. [Signatures Attached] CITY: CITY OF MENIFEE By Mayor ATTEST: By City Clerk APPROVED AS TO FORM: By City Attorney (SEAL) -26- OWNERS: WATT: WATT COMMUNITIES AT MOSAIC LLC, a California limited liability company. By Title By Title MCKINLEY: MCKINLEY MOSAIC LLC, a Delaware limited liability company. By Title By Title A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness,accuracy,or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ) On before me (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and -27- that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) -28- EXHIBIT A Legal Description of Watt Property Legal Description Real property in the City of Menifee, County of Riverside, State of California, described as follows: PARCEL"A" OF LOT LINE ADJUSTMENT NO. 5050 RECORDED SEPTEMBER 15, 2006 AS INSTRUMENT NO. 2006-0684124, OFFICIAL RECORDS OF RIVERSIDE COUNTY. BEING DESCRIBED AS FOLLOWS: BEING A PORTION OF THE EAST 1/2 OF THE SOUTHWEST 1/4 OF SECTION 11, TOWNSHIP 6 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, RECORDS OF RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF CRAIG AVENUE AND PALOMAR ROAD, BEING THE CENTER OF SAID SECTION 11; THENCE, NORTH 89°29'32" WEST, ALONG THE NORTH LINE OF THE SW 1/4 OF SAID SECTION 11, BEING THE CENTER LINE OF CRAIG AVENUE, A DISTANCE OF 609.24 FEET TO THE TRUE POINT OF BEGINNING; THENCE, SOUTH 00°30'28" WEST, A DISTANCE OF 30.00 FEET; THENCE, SOUTH 20°45'37" WEST, A DISTANCE OF 181.81 FEET TO THE BEGINNING OF 4 NONTANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 300.00 FEET; THENCE, SOUTHEASTERLY ALONG SAID CURVE,THROUGH A CENTRAL ANGLE OF 08°24'32" AN ARC LENGTH OF 44.03; THENCE, SOUTH 29°10'06" WEST, A DISTANCE OF 130.03 FEET, THENCE, SOUTH 50°01'44" EAST, A DISTANCE OF 65.00 FEET,THENCE, SOUTH 07°16'13" WEST, A DISTANCE OF 40.49 FEET, THENCE, SOUTH 23021'17, WEST, A DISTANCE OF 11.66 FEET, THENCE, SOUTH 22°19'58" WEST, A DISTANCE OF 86.62 FEET,THENCE, SOUTH 33°27'03" WEST, A DISTANCE OF 29.56 FEET,THENCE, SOUTH 33027'03" WEST, A DISTANCE OF 54.99 FEET,THENCE, SOUTH 25 '18'04" WEST, A DISTANCE OF 60.04 FEET, THENCE, SOUTH 00052'47" WEST, A DISTANCE OF 59.11 FEET,THENCE, SOUTH 89°07'13" EAST, A DISTANCE OF 110.31 FEET; THENCE, SOUTH 00052'47" WEST, A DISTANCE OF 266.00 FEET; THENCE, NORTH 89007'13" WEST, A DISTANCE OF 85.98 FEET, THENCE, SOUTH 87°44'36" WEST, A DISTANCE OF 22.05 FEET, THENCE, SOUTH 00°52'47" WEST, A DISTANCE OF 273.21 FEET,THENCE, NORTH 89007'13" WEST, A DISTANCE OF 397.56 FEET, THENCE, SOUTH 82°40'50" WEST, A DISTANCE OF 60.13 FEET, THENCE, NORTH 89°07'13" WEST, A DISTANCE OF 112.28 FEET TO THE WEST LINE OF THE EAST 1/2, OF THE SW 1/4, OF SAID SECTION II; THENCE NORTH 00050'36" EAST, ALONG SAID WEST LINE, A DISTANCE OF 1235.45 TO THE CENTER WEST 1/16TH CORNER OF SAID SECTION II; THENCE, SOUTH 89029'32" EAST, ALONG THE NORTH LINE OF THE SW 1/4 OF SAID SECTION II, BEING THE CENTER LINE OF CRAIG AVENUE, A DISTANCE OF 711.49 FEET,TO THE TRUE POINT OF BEGINNING. ALSO BEING PORTIONS OF PARCELS 1 AND 2 OF PARCEL MAP NO. 5470 ON FILE IN BOOK 12 PAGE 24 OF PARCEL MAPS, RIVERSIDE COUNTY RECORDS. A.P.N.: 372-050-035-5 EXHIBIT B Legal Description of McKinley Property Real property in the unincorporated area of County of Riverside, State of California, described as follows; PARCEL"B"OF LOT LINE ADJUSTMENT NO. 5050,RECORDED SEPTEMBER 15, 2006 AS INSTRUMENT NO. 06-684124 OF OFFICIAL RECORDS, RIVERSIDE COUNTY, CALIFORNIA, AND FURTHER DESCRIBED AS FOLLOWS: BEING A PORTION OF THE EAST 1/2 OF THE SOUTHWEST 1/4 OF SECTION 11,TOWNSHIP 6 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, RECORDS OF RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF CRAIG AVENUE AND PALOMAR ROAD, BEING THE CENTER OF SAID SECTION 11 AND THE TRUE POINT OF BEGINNING; THENCE, NORTH 69029'32"WEST, ALONG THE NORTH UNE OF THE SW 1/4 OF SAID SECTION 11, BEING THE CENTER LINE OF CRAIG AVENUE,A DISTANCE OF 609.24 FEET; THENCE,SOUTh 00030'28"WEST,A DISTANCE OF 30.00 FEET; THENCE,SOUTH 20°45'37"WEST, A DISTANCE OF 181.81 FEET, TO THE BEGINNING OF A NON-TANGENT CURVE,CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 300.00 FEET; THENCE,SOUTHEASTERLY, ALONG SAID CURVE,THROUGH A CENTRAL ANGLE OF 08024'32", AN ARC LENGTH OF 44.03 FEET; THENCE, SOUTH 29510'06"WEST,A DISTANCE OF 130.03 FEET; THENCE, SOUTH 50°01'44" EAST,A DISTANCE OF 65.00 FEET; THENCE, SOUTH 07016'13" WEST,A DISTANCE OF 40.49 FEET; THENCE, SOUTH 23°21'27"WEST. A DISTANCE OF 11.66 FEET; THENCE, SOUTH 22°19'58"WEST,A DISTANCE OF 66.62 FEET; THENCE,SOUTH 33027'03"WEST, A DiSTANCE OF 29.56 FEET; ThENCE,SOUTH 33027'03"WEST, A DISTANCE OF 54.99 FEET; ThENCE,SOUTH 2548'04"WEST, A DISTANCE OF 60,04 FEET; THENCE,SOUTH 00052'47" WEST,A DISTANCE OF 59.11 FEET; THENCE,SOUTH 89007'13"EAST, A DISTANCE OF 110.31 FEET; THENCE, SOUTH 00052'47"WEST,A DISTANCE OF 266.00 FEET; THENCE, NORTH 69°07'13"WEST, A DISTANCE OF 85.98 FEET; THENCE, SOUTH 87044'36"WEST, A DISTANCE OF 22.05 FEET; THENCE, SOUTH 00052'47"WEST, A DISTANCE OF 273.2! FEET; THENCE,SOUTH 8900713"EAST,A DISTANCE OF 108.00 FEET; THENCE, NORTH 87°50'17" EAST,A DISTANCE OF 60.08 FEET; THENCE,SOUTH 69°07'13" EAST. A DISTANCE OF 78.59 FEET; ThENCE, NORTH 78018'42" EAST,A DISTANCE OF 82.18 FEET, THENCE,NORTH 75°56'14" EAST,A DISTANCE OF 73.73 FEET; THENCE, NORTH 7S°47'03" EAST, A DISTANCE OF 65.05 FEET; THENCE, NORTH 85012'45" EAST, A DISTANCE OF 58.86 FEET; ThENCE, SOUTH 89-0713" EAST, A DISTANCE OF 231.14 FEET, TO THE EAST LINE OF THE SW 1/4 OF SAID SECTION 11, BEING THE CENTER LINE OF PALOMAR ROAD; THENCE, NORTH 00052'47' EAST, ALONG SAID EAST LINE,A DISTANCE OF 1172.61 FEET TO THE TRUE POINT OF BEGINNING APN: 372-050-032-2 EXHIBIT C Updated COA (See attached) EXHIBIT D Depiction of Perimeter Improvement Areas and Portion of Garbani Road (See attached) EXHIBIT E FORM ASSIGNMENT AND ASSUMPTION AGREEMENT 2 #51397070_v2 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) ) City of Menifee ) 29714 Haun Road ) Menifee, CA 92586 ) Attn: City Clerk ) (Space Above This Line for Recorder's Use Only) Exempt from Recording Fee per Government Code§27383 [PARTIAL] ASSIGNMENT AND ASSUMPTION AGREEMENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into as of the day of ,by and among , a ("Assignor"), , a ("Assignee"), and CITY OF MENIFEE, a municipal corporation of the State of California ("City"). RECITALS A. Assignor (in its capacity as "Developer") has entered into a Development Agreement with the City effective , 2017 (Recorder's Document No. ) ("Development Agreement")to facilitate the development of that certain real property owned by Developer within the City of Menifee, State of California,which is legally described in Exhibit_ to the Development Agreement ("Property"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement. B. Assignor is the fee owner of the approximately acre portion of the Property, more particularly described in Exhibit 1 attached hereto and incorporated herein ("Assigned Property"). C. Assignor desires to transfer its interest in the Assigned Property to Assignee concurrently with execution of this Agreement and Assignee desires to so acquire such interest in the Assigned Property from Assignor. D. Section 2.3 of the Development Agreement provides that Developer may assign less than all of its rights and obligations under the Development Agreement to another party who acquires a portion of the Property,provided that(i)the Assignor shall have provided to City prior written notice, (ii) the Assignor and Assignee document the assignment in an agreement substantially in the form of Exhibit E to the Development Agreement and that such assignment and assumption agreement provides that the Assignee agrees in writing to be subject to all of the applicable provisions of the Development Agreement and provides for the allocation of responsibilities and obligations between the Assignor and Assignee as to the Assigned Property, and (iii) this Agreement shall be recorded in the in the Official Records of Riverside County ("Official Records") as an encumbrance on the Assigned Property. 3 #51397070 v2 E. Assignor has provided the required written notice to City of its intent to enter into an assignment and assumption agreement as required by Section 2.3, this Agreement is substantially in the form of Exhibit E to the Development Agreement,provides that the Assignee agrees in writing to be subject to all of the applicable provisions of the Development Agreement, provides for the allocation of responsibilities and obligations between the Assignor and Assignee as to the Assigned Property, and shall be recorded in the Official Records as an encumbrance on the Assigned Property. F. Assignor desires to assign to Assignee and Assignee desires to assume the rights and obligations of Assignor under the Development Agreement applicable to the Assigned Property as provided in this Agreement. Upon execution of this Agreement and transfer to Assignee of legal title to the Assigned Property,Assignor desires to be released from all obligations under the Development Agreement as to the Assigned Property as provided in this Agreement. AGREEMENT NOW, THEREFORE, Assignor,Assignee and City hereby agree as follows: 1. Assignment by Assingnor_. Assignor hereby assigns,transfers and grants to Assignee, and its successors and assigns, all of Assignor's rights, title and interest and obligations, duties, responsibilities, conditions and restrictions under the Development Agreement that are applicable to, serve, benefit and/or relate to the Assigned Property(collectively, "Assigned Rights and Obligations"). [The term "Assigned Rights and Obligations,"however, shall not include those rights and obligations provided in subsection I(i)-(iv) below which shall not be assigned to the Assignee but shall be expressly retained by Assignor. (i) 01) NO Assignor and Assignee further agree and acknowledge that any Assigned Rights and Obligations are to be interpreted(1)to be strictly limited to Assignee's ownership and development of the Assigned Property and (2) such that Assignee shall not be obligated to incur, nor reimburse Assignor for, any cost or expense arising from any Assigned Rights and Obligations to the extent they continue to relate to, serve, or benefit Assignor's Property. 2. Acceptance and Assumption by Assignee. Assignee, for itself and its successors and assigns, hereby accepts the assignment of, and assumes all of,the Assigned Rights and Obligations, accruing after(and not prior to)the Effective Date (defined in Section 17 below). Assignee agrees, expressly for the benefit of City,to comply with, perform and execute all of the covenants and obligations of Assignor arising from or under the Development Agreement as to the Assigned Property and Assigned Rights and Obligations. 3. Release of Assignor. Assignee and City hereby fully release Assignor from all of the Assigned Rights and Obligations. Both Assignor and Assignee acknowledge that this 4 #51397070_v2 Agreement is intended to fully assign the Assigned Rights and Obligations to Assignee, and it is expressly understood that Assignor shall not retain any of the Assigned Rights and Obligations. 4. Substitution of Assignor. With respect to the Assigned Rights and Obligations,Assignee shall be substituted for and replace Assignor in the Development Agreement as to the Assigned Property. Whenever the term " " appears in the Development Agreement with respect to the Assigned Rights and Obligations as they relate to the Assigned Property, such term shall hereafter mean Assignee with respect to the Assigned Rights and Obligations. Whenever the term "Developer" or"Party" appears in the Development Agreement, it shall hereafter include Assignee as to the Assigned Property. Whenever the term"Project"appears in the Development Agreement with respect to the Assigned Rights and Obligations, such term shall be interpreted (based on the context and in order to give effect to the terms and intent of this Agreement)to include Assignee's proposed development of the Assigned Property in a manner compliant with the vested rights secured under the Development Agreement. 5. Assignee's Representations and Warranties. (a) Assignee represents and warrants to City as follows: (i) Assignee is a duly formed within and good standing under the laws of the State of California. The copies of the documents evidencing the formation of Assignee, which have been delivered to City, are true and complete copies of the originals, as amended to the date of this Agreement. Assignee has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by Assignee has been fully authorized by all requisite actions on the part of Assignee. (ii) Assignee's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Assignee is a party or by which it is bound. (iii) Assignee has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Assignee's creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Assignee's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Assignee's assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. (iv) As of the Effective Date of this Agreement, Assignee owns fee simple title to the Assigned Property. 6. Assignor and Assigneegreements, Indemnifications and Waivers. Assignor and Assignee hereby acknowledge and agree that City has not made, and will not make, any representation or warranty that the assignment and assumption of the Development Agreement provided for hereunder will have any particular tax implications for Assignor or Assignee. 5 #51397070 v2 (a) Assignor and Assignee each hereby waives and releases and each hereby agrees to indemnify and hold City harmless from any and all damages, liabilities, causes of action, claims or potential claims against City (including attorneys' fees and costs) arising out of or resulting from the assignment and assumption of the Assigned Rights and Obligations. (b) Assignor acknowledges and agrees that the Assigned Rights and Obligations have been fully assigned to Assignee by this Agreement and, accordingly,that Assignee shall have the exclusive right to assert any claims against City with respect to such Assigned Rights and Obligations. Accordingly, without limiting any claims of Assignee under the Development Agreement related to the Assigned Rights and Obligations,Assignor hereby waives any claims or potential claims by Assignor against City to the extent arising solely out of Assigned Property and/or Assigned Rights and Obligations. (c) For the Term of the Development Agreement, Assignor agrees to and shall indemnify, defend and hold harmless Assignee, its affiliated entities and persons, and their respective members, partners, officers, directors, shareholders, and employees from any claims, demands, loss, liability, damages, costs or expenses (including attorneys' fees, expert witness fees, court costs and any and all litigation fees and costs) made against or suffered with regard to any breach by Assignor of the Development Agreement and/or this Agreement ("Assignor Indemnity"). The foregoing Assignor Indemnity shall be binding on Assignor's assignees, successors-in-interest, and any person or entity that takes title to any part of the Property. (d) For the Term of the Development Agreement, Assignee agrees to and shall indemnify, defend and hold harmless Assignor, its affiliated entities and persons, and their respective members, partners, officers, directors, shareholders, and employees from any claims, demands, loss, liability, damages, costs or expenses (including attorneys' fees, expert witness fees, court costs and any and all litigation fees and costs) made against or suffered with regard to any breach by Assignee of the Development Agreement and/or this Agreement ("Assignee Indemnity"). The foregoing Assignee Indemnity shall be binding on Assignee's assignees, successors-in-interest, and any person or entity that takes title to the Assigned Property. 7. Development Agreement in Full Force and Effect. Except as specifically provided herein with respect to the assignment, all the terms, covenants, conditions and provisions of the Development Agreement are hereby ratified and shall remain in full force and effect. 8. Recording. Assignor shall cause this Agreement to be recorded in the Official Records on the Assigned Property, and shall promptly provide conformed copies of the recorded Agreement to Assignee and City. 9. Successors and Assigns. Subject to the restrictions on transfer set forth in the Development Agreement, all of the terms, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, successors and assigns. 6 #51397070_v2 10. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications under Section 8.5 of the Development Agreement shall be: The City shall send a copy of any Notice of Default under Article 7 of the Development Agreement related to the Property or the Assigned Site to both Assignor and Assignee 11. California Law/Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California,without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court in Riverside County, State of California. 12. Interpretation. All Parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: (a)the plural and singular numbers shall each be deemed to include the other; (b)the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; and (e) "includes" and "including" are not limiting. 13. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. 14. Severability. Except as otherwise provided herein, if any provision(s) of this Agreement is (are) held invalid,the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the Parties. 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which,when taken together, shall constitute one and the same instrument, with the same effect as if all of the Parties to this Agreement had executed the same counterpart. 16. City Consent. City is executing this Agreement for the limited purpose of consenting to the form of assignment and assumption agreement pursuant to Article 8 of the Development Agreement and clarifying that there is privity of contract between City and Assignee with respect to the Development Agreement. 7 #51397070 v2 17. Effective Date/Amendments. The Effective Date of this Agreement shall be the date upon which Assignee obtains fee title to the Property and delivers evidence of the transfer to City. For the purposes of this Section,the evidence of transfer shall consist of a duly recorded deed and title report. This Agreement shall not be amended except by an agreement in writing signed by the parties hereto or their respective successors-in-interest. [Signature Page Follows] 8 #51397070_v2 IN WITNESS WHEREOF, Assignor, Assignee and City(subject to the limitations set forth in Section 16) have entered into this Agreement as of the date first above written. "ASSIGNOR" a California limited liability company By: Name: Its: [Notary Acknowledgments Required] [Signatures continued on next page] 2 #51397070_v2 "ASSIGNEE" By: Name: Title: 3 #51397070 v2 CITY CITY OF MENIFEE, a political subdivision of the State of California, By: Name: Title: City Manager [Notary Acknowledgment Required] ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney 4 #51397070_x2 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss. COUNTY OF ) On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 2 #51397070_v2 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF WISCONSIN ) ss. COUNTY OF ) On before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 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. Signature (Seal) 3 #51397o7o vz EXHIBIT 1 ASSIGNED PROPERTY LEGAL DESCRIPTION That certain real property located in the City of Menifee, County of Riverside, State of California described as follows: APN: - - EXHIBIT "C" Updated and Superseding Conditions of Approval for Tentative Tract Map No. 28206 Section I: Conditions applicable to All Departments Section II: Community Development Department Conditions of Approval Section III: Public Works and Engineering Conditions of Approval Section IV: Riverside County Fire Department Conditions of Approval Section V: Riverside County Environmental Health Conditions of Approval Section VI: Community Services Department Conditions of Approval 2 Section I : Conditions Applicable to all Departments 3 General Conditions 1. Definitions. The words identified in the following list that appear in all capitals in the attached conditions of Tentative Tract Map No. 28206 shall be henceforth defined as follows: Permittee, Applicant, Project Permittee(s), Project Developer(s) shall all mean the Permittee of this project. TENTATIVE MAP = Tentative Tract Map No. 28206, dated 10/3/02. FINAL MAP = Final Map or Parcel Map for the TENTATIVE MAP whether recorded in whole or in phases. 2. Project Description. The subdivision hereby permitted consists of the development of 258 single-family residential lots, a 1.48 acre park, 2 acre conservation area, and three detention basins on 79.82 acres. This project is located east of Palomar Road, south of Craig Avenue and north of Garbani Road. 3. Indemnification. Applicant/developer shall indemnify, defend, and hold harmless the City of Menifee and its elected city council, appointed boards, commissions, committees, officials, employees, volunteers, contractors, consultants, and agents from and against any and all claims, liabilities, losses, fines, penalties, and expenses, including without limitation litigation expenses and attorney's fees, arising out of either the City's approval of the Project or actions related to the Property or the acts, omissions, or operations of the applicant/developer and its directors, officers, members, partners, employees, agents, contractors, and subcontractors of each person or entity comprising the applicant/developer with respect to the ownership, planning, design, construction, and maintenance of the Project and the Property for which the Project is being approved. 4. Ninety (90) Days to Protest. The land divider has ninety (90) days from the date of approval of these conditions to protest, in accordance with the procedures set forth in Government Code Section 66020, the imposition of any and all fees, dedications, reservations and/or other exactions imposed on this project as a result of the approval or conditional approval of this project. 5. Newly Incorporated City. The City of Menifee is a new City incorporated on October 1, 2008; the City is studying and adopting its own ordinances, regulations, procedures, processing and development impact fee structure. In the future the City of Menifee will identify and put in place various processing fees to cover the reasonable cost of the services provided. The City also will identify and fund mitigation measure under CEQA through development impact fees. The developer understands and agrees to pay such fees. Such fees may include but are not limited to processing fees for the costs of providing planning services when development entitlement applications are submitted, which fees are designed to cover the full cost of such services, and 4 development impact fees to mitigate the impact of the development proposed on public improvements. To the extent that Menifee may develop future financing districts to cover the costs of maintenance of improvements constructed by development, Developer agrees to petition for formation of, annexation to or inclusion in any such financing district and to pay the cost of such formation, annexation or inclusion. 6. Expiration Date. The conditionally approved TENTATIVE MAP shall expire three (3) years after the Riverside County Board of Supervisor's original approval date, unless extended as provided by Ordinance No. 460 or Subdivision Map Act. Action on a minor change and/or revised map request shall not extend the time limits of the originally approved TENTATIVE MAP. Note: Expiration Date extended by May 4, 2017 by Extension of Time 2016- 088 on December 14, 2016. Per Section 3.2 of the Development Agreement, the expiration date of the TENTATIVE MAP shall be extended for the term of the Development Agreement. 7. Relationship to Development Agreement. In the event a Development Agreement is adopted for this Project, for the applicable term of any such Development Agreement, the terms of the Development Agreement shall control to the extent provided in the Development Agreement. NOTE: These revised conditions are an attachment to a Development Agreement, and so this condition has been triggered. These conditions supersede entirely the conditions imposed on the Project in connection with Extension of Time No. 2016-088. Except where noted herein, to the extent there is any inconsistency between these superseding conditions and the text of the Development Agreement, these superseding conditions shall control. 5 Section II : Community Development Department Conditions of Approval 6 General Conditions 8. Map Act Compliance. This land division shall comply with the State of California Subdivision Map Act and to all requirements of Ordinance No. 460, Schedule A, unless modified by the conditions listed herein. 9. No Offsite Subdivision Signage. No offsite subdivision signs advertising this land division/development are permitted, other than those allowed under Ordinance No. 679.4. Violation of this condition of approval may result in no further permits of any type being issued for this subdivision until the unpermitted signage is removed. 10. Residential Design Standards. The design standards for the subject parcels are as follows: a. Lots created by this map shall conform to the development standards of the R-1 zone. b. The front yard setback is 20 feet. c. The side yard setback is 5 feet. d. The street side yard setback is 10 feet. e. The rear yard setback is 10 feet, except where a rear yard abuts a street, then the setback shall be the same as the front yard setback, in accordance with Section 21.77 of Ordinance No. 348. f. The minimum average width of he/each lot is 60 feet. g. The maximum height of any building is 40 feet. i. The minimum parcel size is 7200 square feet. j. No more than 50% of the lot shall be covered by structures. k. Residential driveway approaches shall be a minimum of 12 feet and a maximum of 30 feet in width, and 20 feet of full height curb is required between driveways within any one property frontage, in accordance with Ord. No. 461, Standard No. 207 or subsequent City Standard. 11. Design Guidelines. The land divider shall comply with the Countywide Design Standards and Guidelines adopted by the Board of Supervisors January 13, 2004. 12. Minor Plot Plans Required. For each of the below listed items, a minor plot plan application shall be submitted and approved by the Community Development Department pursuant to Section 18.30.a. (1) of County Ordinance No. 348 (Plot Plans not subject to the California Environmental Quality Act and not subject to review by any governmental agency other than the Community Development Department) along with the current fee. 1) Final Site Development Plan for each phase of development. 2) Model Home Complex Plan shall be filed and approved for each phase if models change between phases. A final site development plot plan must be approved prior to approval, or concurrent with, a Model Home Complex Plan. 3) Landscaping Plan for typical front yard/slopes/open space/parks. 7 4) Plans pursuant to 1), 2) and 3) above may be applied for separately for the whole tract or for phases. 5) Each phase shall have a separate wall and fencing plan. 6) Entry monument plan. NOTE: The requirements of the above plot plans may be accomplished as one, or, any combination of multiple plot plans required by these conditions of approval. However, each requirement shall be cleared individually with the applicable plot plan condition of approval in the prior to Building Permit issuance conditions. 13. Construction Hours. Any construction within the city located within one-fourth mile from an occupied residence shall be permitted Monday through Saturday, except nationally recognized holidays, 6:30 a.m. to 7:00 p.m. There shall be no construction permitted on Sunday or nationally recognized holidays unless approval is obtained from the City Building Official or City Engineer. 14. Reclaimed Water. The permittee shall install purple pipes and connect to a reclaimed water supply for landscape watering purposes when secondary or reclaimed water is made available to the site as required by Eastern Municipal Water District. This condition shall be inapplicable if the permittee provides the City with confirmation reasonably acceptable to the City Engineer that Eastern Municipal Water District will not require compliance. Note: Condition satified (confirmed as inapplicable) by letter from EMWD dated 1/27117 and on file with the City. 15. Park Improvement Notification. Adequate notification shall be provided to any home builder or any other buyer of individual phases of the TENTATIVE MAP that certain parks are required to be constructed or improved per the conditions of this project. 16. Comply with Ordinance 2009-24. All lighting shall comply with any applicable provisions of City of Menifee Ordinance No. 2009-24. FEES 17. Subsequent Submittals. Any subsequent submittals required by these conditions of approval, including but not limited to grading plan, building plan or mitigation monitoring review, shall be reviewed on an hourly basis (research fee), or other such review fee as may be in effect at the time of submittal, as required by Resolution No. 13-320 (Cost of Services Fee Study), or any successor thereto. Each submittal shall be accompanied with a letter clearly indicating which condition or conditions the submittal is intended to comply with. ARCHEOLOGY/PALEONTOLOGY 8 18. Human Remains. If human remains are encountered, State Health and Safety Code Section 7050.5 states that no further disturbance shall occur until the Riverside County Coroner has made the necessary findings as to origin. Further, pursuant to Public Resource Code Section 5097.98(b) remains shall be left in place and free from disturbance until a final decision as to the treatment and disposition has been made. If the Riverside County Coroner determines the remains to be Native American, the Native American Heritage Commission shall be contacted within the period specified by law (24 hours). Subsequently, the Native American Heritage Commission shall identify the "most likely descendant."The most likely descendant shall then make recommendations and engage in consultation concerning the treatment of the remains as provided in Public Resources Code Section 5097.98. Human remains from other ethnic/cultural groups with recognized historical associations to the project area shall also be subject to consultation between appropriate representatives from that group and the Property Owner. 19. Inadvertent Archeological Find. If during ground disturbance activities, unique cultural resources are discovered that were not assessed by the archaeological report(s) and/or environmental assessment conducted prior to project approval, the following procedures shall be followed. Unique cultural resources are defined, for this condition only, as being multiple artifacts in close association with each other, but may include fewer artifacts if the area of the find is determined to be of significance due to its sacred or cultural importance as determined in consultation with the Native American Tribe(s). i. All ground disturbance activities within 100 feet of the discovered cultural resources shall be halted until a meeting is convened between the developer, the archaeologist, the tribal representative(s) and the Community Development Director to discuss the significance of the find. ii. At the meeting, the significance of the discoveries shall be discussed and after consultation with the tribal representative(s) and the archaeologist, a decision shall be made, with the concurrence of the Community Development Director, as to the appropriate mitigation (documentation, recovery, avoidance, etc.) for the cultural resources. iii. Grading of further ground disturbance shall not resume within the area of the discovery until an agreement has been reached by all parties as to the appropriate mitigation. iv. Treatment and avoidance of the newly discovered resources shall be consistent with the Cultural Resources Treatment and Monitoring Agreements entered into with the appropriate tribes. This may include avoidance of the cultural resources through project design, in-place preservation of cultural resources located in native soils and/or re-burial on the Project property so they are not subject to further disturbance in perpetuity. V. Pursuant to Calif. Pub. Res. Code § 21083.2(b) avoidance is the preferred method of preservation for archaeological resources and cultural resources. If the landowner and the Tribe(s) cannot agree on the significance or the mitigation for the archaeological or cultural resources, these issues will be presented to the City Community Development Director 9 for decision. The City Community Development Director shall make the determination based on the provisions of the California Environmental Quality Act with respect to archaeological resources, recommendations of the project archeologist and shall take into account the cultural and religious principles and practices of the Tribe. Notwithstanding any other rights available under the law, the decision of the City Community Development Director shall be appealable to the City Planning Commission and/or City Council." 20. Inadvertent Paleontological Find. Should fossil remains be encountered during site development: 1) All site earthmoving shall be ceased in the area of where the fossil remains are encountered. Earthmoving activities may be diverted to other areas of the site. 2) The applicant shall retain a qualified paleontologist approved by the County of Riverside. 3) The paleontologist shall determine the significance of the encountered fossil remains. 4) Paleontological monitoring of earthmoving activities will continue thereafter on an as-needed basis by the paleontologist during all earthmoving activities that may expose sensitive strata. Earthmoving activities in areas of the project area where previously undisturbed strata will be buried but not otherwise disturbed will not be monitored. The supervising paleontologist will have the authority to reduce monitoring once he/she determines the probability of encountering any additional fossils has dropped below an acceptable level. 5) If fossil remains are encountered by earthmoving activities when the paleontologist is not onsite, these activities will be diverted around the fossil site and the paleontologist called to the site immediately to recover the remains. 6) Any recovered fossil remains will be prepared to the point of identification and identified to the lowest taxonomic level possible by knowledgeable paleontologists. The remains then will be curated (assigned and labeled with museum* repository fossil specimen numbers and corresponding fossil site numbers, as appropriate; places in specimen trays and, if necessary, vials with completed specimen data cards) and catalogued, an associated specimen data and corresponding geologic and geographic site data will be archived (specimen and site numbers and corresponding data entered into appropriate museum repository catalogs and computerized data bases) at the museum repository by a laboratory technician. The remains will then be accessioned into the museum* repository fossil collection, where they will be permanently stored, maintained, and, along with associated specimen and site data, made available for future study by qualified scientific investigators. 10 *The City of Menifee must be consulted on the repository/museum to receive the fossil material prior to being curated. LANDSCAPING 21. Landscaping. All plant materials within landscaped common areas shall be maintained in a viable growth condition throughout the life of this permit. To ensure that this occurs, the Community Development Department shall require inspections in accordance with the Community Development Department's landscaping installed and inspected conditions. 22. Interim Landscaping. Graded but undeveloped land shall be maintained in a condition so as to prevent a dust and/or blow sand nuisance and shall be either planted with interim landscaping or provided with other wind and water erosion control measures as approved by the Community Development Department and the South Coast Air Quality Management District (SCAQMD). 23. Front and Side Yard Landscaping Maintenance Responsibility. The owners of each individual lot shall be responsible for maintaining all landscaping between the curb of the street and the proposed sidewalk and side yard landscaping between the curb of the street and proposed fencing, unless the landscaping is included within a separate common lot maintained by an HOA or other entity acceptable to the City of Menifee. 24. Landscape Maintenance. The land divider, or any successor-in-interest to the land divider, shall be responsible for maintenance and upkeep of all slopes, landscaped areas and irrigation systems within the land division until such time as those operations are the responsibility of a property owner's association, or any other successor-in-interest. Prior to Phasing 25. Preliminary Phase Grading. Prior to the approval of an application for a division into units or phasing plan for the TENTATIVE MAP, a conceptual grading plan covering the entire TENTATIVE MAP shall be submitted to the City of Menifee Community Development Department for review and approval. The preliminary grading plan shall comply with the following: 1) Techniques which will be used to prevent erosion and sedimentation during and after grading process shall be depicted and documented. 2) Approximate time frames for grading and areas which may be graded during the higher probability rain months of January through March shall be identified. 3) Preliminary pad and roadway elevations shall be depicted. 4) Areas where temporary grading occurs on any phase other than the one being graded for development at a particular time shall be identified. The approved preliminary grading plan shall be provided to the Building and Safety — Plan Check Division and shall be used as a guideline for subsequent detailed grading plans for individual units or phases of the TENTATIVE MAP. 11 NOTE: Condition satisfied; entire tract rough graded prior to City's incorporation. 26. Lot Access/Unit Plans. Any division into units or phasing of the TENTATIVE MAP shall provide for adequate vehicular access to all lots in each unit or phase, and shall substantially conform to the intent and purpose of the land division approval. No approval for any number of units or phases is given by this TENTATIVE MAP and its conditions of approval, except as provided by Section 8.3 (Division into Units) of Ordinance No. 460. NOTE: Condition satisfied; phasing plan and access approved by County prior to City's incorporation. Prior to Final Map 27. Final Map Required. After the approval of the TENTATIVE MAP and prior to the expiration of said map, the land divider shall cause the real property included within the TENTATIVE MAP, or any part thereof, to be surveyed and a FINAL MAP thereof prepared in accordance with the current Engineering Department - Survey Division requirements, the conditionally approved TENTATIVE MAP, and in accordance with Article IX of Ordinance No. 460. 28. Licensed Surveyor. The FINAL MAP shall be prepared by a licensed land surveyor or registered civil engineer. 29. Surveyor Checklist. The City Engineering Department - Survey Division shall review any FINAL MAP and ensure compliance with the following: A. All lots on the FINAL MAP shall be in substantial conformance with the approved TENTATIVE MAP relative to size and configuration. B. All lots on the FINAL MAP shall have a minimum lot size of 7200 square feet net. C. All lot sizes and dimensions on the FINAL MAP shall be in conformance with the development standards of the R-1 zone, and with the Comprehensive General Plan. D. All lots on the FINAL MAP shall comply with the length to width ratios, as established by Section 3.8.C. of County Ordinance No. 460. E. All knuckle or cul-de-sac lots shall have a minimum of 35 feet of frontage measured at the front lot line. F. The common open space area shall be shown as a numbered lots on the FINAL MAP. 30. ECS. The land divider shall prepare an Environmental Constraints Sheet (ECS) in accordance with Section 2.2. E. & F. of Ordinance No. 460, which shall be submitted as part of the plan check review of the FINAL MAP. A note shall be 12 placed on the FINAL MAP "Environmental Constraint Sheet affecting this map is on file at the City of Menifee Public Works and Engineering Department, in E.C.S Book_, Page _." 31. ECS Note on Dark Sky Lighting. The following Environmental Constraints Note shall be placed on the ECS: "This property is subject to lighting restrictions as required by Menifee Municipal Code Chapter 6 (Ordinance No. 2009-024), which are intended to reduce the effects of night lighting on the Mount Palomar Observatory. All proposed outdoor lighting systems shall be in conformance with Menifee Municipal Code Chapter 6." 32. ECS Note Archeological. The following Environmental Constraints Note shall be placed on the ECS: "County Archaeological Report No. PD-A-3032 was prepared for this property is on file at the Planning Department. The property is not subject to surface alteration restrictions based on the results of the report." 33. ECS Note Biological. The following Environmental Constraints Note shall be placed on the ECS: "County Biological Report No. PD-B-2420 was prepared for this property on June 2003 by Micheal Brandman and Associates and is on file at the Planning Department. The property is not subject to biological resources restrictions based on the results of the report." 34. ECS Note Paleontologic. The following Environmental Constraints Note shall be placed on the ECS: "County Paleontological Report No. PD-A-3032 was prepared for this property and is on file at the Planning Department." 35. Maintenance Exhibit. Prior to map recordation, the developer shall prepare an exhibit that shows all open space lots within the tract and the maintenance entity for each lot. The exhibit shall be reviewed and approved by the Community Development Department and Public Works and Engineering Department. 36. Conditions, Covenants and Restrictions (Public Common Areas). If the permanent master maintenance organization referenced in the condition entitled "Common Area Maintenance" is a public organization, the applicant shall convey to the public organization (anticipated to be CFD) fee simple title, to all common open space areas, free and clear of all liens, taxes, assessments, leases (recorded or unrecorded) and easement, except those easements which in the sole discretion of the public organization are acceptable. The common areas anticipated to be owned and maintained by a public organization include, but are not limited to parks, paseos, and expanded parkway landscaping. As a condition precedent to the public organization accepting title to such areas, the applicant shall submit the following documents to the City of Menifee 13 Community Development Department for review along with the current fee, which shall be subject to the approval of that department and the City Attorney: 1. A signed and notarized declaration of covenants, conditions and restrictions; and, 2. A sample document, conveying title to the purchaser, of an individual lot or unit which provides that the declaration of covenants, conditions and restrictions is incorporated therein by reference; and, 3. A deposit equaling three (3) hours of the current hourly fee for Review of Covenants, Conditions and Restrictions established pursuant to the City's fee schedule at the time the above referenced documents are submitted to the Community Development Department for review by the City Attorney. The declaration of covenants, conditions and restrictions submitted for review shall a) provide for a minimum term of sixty (60) years, b) provide for the establishment of a property owners' association comprised of the owners of each individual lot or unit as tenants in common, and c)contain the following provisions verbatim: "Notwithstanding any provision in this Declaration to the contrary, the following provisions shall apply: The property owners' association established herein shall, if dormant, be activated, by incorporation or otherwise, at the request of the City, and the property owners' association shall unconditionally accept from the City of Menifee, upon the City's demand, title to all or any part of the 'common area', more particular►y described on Exhibit 'A' attached hereto. The decision to require activation of the property owners' association and the decision to require that the association unconditionally accept title to the 'common area' shall be at the so►e discretion of the City In the event that the 'common area', or any part thereof, is conveyed to the property owners' association, the association, thereafter, shall own such 'common area', shall manage and continuously maintain such 'common area', and shall not sell or transfer such 'common area' or any part thereof, absent the prior written consent of the Community Development Director of the City or the City's successor-in-interest. The property owners' association shall have the right to assess the owners of each individual lot or unit for the reasonable cost of maintaining such'common area', and shall have the right to lien the property of any such owner who defaults in the payment of a maintenance assessment. An assessment lien, once created, shall be prior to all other liens recorded subsequent to the notice of assessment or other document creating the assessment lien. This declaration shall not be terminated, 'substantially' amended, or property de-annexed therefrom absent the prior written consent of the Community Development Director of the City of Menifee or the City's successor-in-interest. A proposed amendment shall be considered 14 'substantial' if it affects the extent, usage or maintenance of the 'common area' established pursuant to this Declaration. In the event of any conflict between this Declaration and the Articles of Incorporation, the Bylaws, or the property owners' association Rules and Regulations, if any, this Declaration shall control." Once approved by the City Attorney, the declaration of covenants, conditions and restrictions shall be recorded by the Community Development Department with one copy retained for the case file, and one copy provided to the City Engineering Department - Survey Division. 37. Conditions, Covenants and Restrictions (Private Common Areas). The common areas anticipated to be owned and maintained by a private organization include, but are not limited to parks, expanded parkway landscaping and slope areas. The land divider shall submit to the City Attorney (via the Community Development Department) for review and approval the following documents: (a) A cover letter identifying the project for which approval is sought referencing the Planning Division case number(s) and identifying one individual to represent the land divider if there are any questions concerning the review of the submitted documents; (b) One copy and one original, wet signed, notarized and ready for recordation declaration of covenants, conditions, and restrictions (CC&Rs). Attached to these documents there shall be included a legal description of the property included within the CC&Rs and a scaled map or diagram of such boundaries, both signed and stamped by a California registered civil engineer or licensed land surveyor. (c) The declaration of CC&Rs submitted for review shall cover all map phases, as follows: (i) Provide for a minimum term of sixty (60) years; (ii) Provide for the establishment of a property owner's association comprised of the owners of each individual lot or unit; and (iii) Provide for the ownership of the common area by either the property owner's association or a permanent public master maintenance organization. (d) The declaration of CC&Rs shall contain the following provisions verbatim: (i) "Notwithstanding any provision in this Declaration to the contrary, the following provisions shall apply: - The property owners' association established herein shall manage the 'common areas', more particularly described on the subdivision map, attached hereto, and shall not sell or transfer the 'common areas' or any part thereof, absent the prior written 15 consent of the Community Development Department of the City of Menifee. The property owners' association shall have the right to assess the owners of each individual lot or unit for the reasonable cost of managing such 'common area', and shall have the right to lien the property of any such owner who defaults in the payment of a management assessment. The property owners' association established herein shall regulate individual private lot development standards. The owners of each individual lot shall be responsible for maintaining all landscaping between the curb of the street and the proposed sidewalk and side yard landscaping between the curb of the street and proposed fencing, unless the landscaping is located within a separate common lot. - An assessment lien, once created, shall be prior to all other liens recorded subsequent to the notice of assessment or other document creating the assessment lien. This Declaration shall not be terminated, 'substantially' amended, or property de-annexed there from absent the prior written consent of the Community Development Director of the City of Menifee." A proposed amendment shall be considered 'substantial' if it affects the extent, usage, or maintenance of the'common area'established pursuant to the Declaration." "In the event of any conflict between this Declaration and the Articles of Incorporation, the Bylaws, or the property owners' association Rules and Regulations, if any, this Declaration shall control." (iv) "The management and maintenance of the project site in accordance with the Storm Water Pollution Prevention Plans (SWPPPs), Monitoring Programs, and Post Construction Management Plans to include the following best management practices (BMPs) to reduce storm water pollution: Initial residents, occupants, or tenants of this site shall receive educational materials on good housekeeping practices which contribute to the protection of storm water quality. These educational materials shall be provided by the Riverside County Flood Control and Water Conservation District and shall be distributed by the properties owners' association. These materials shall address good housekeeping practices associated with residential developments, such as: 16 Where improper disposal of trash has occurred, the property owners' association shall take corrective action within forty- eight hours of discovery (BMP N5). - The street(s) and parking lot(s), more particularly described on the subdivision map, shall be swept by the property owners' association at least once a year and shall be swept no later than October 15th of each year (BMP N6). (e) The City shall be named as a third party beneficiary in the CC&Rs. (f) Once approved, the copy and the original declaration of CC&Rs shall be forwarded by the City Attorney and the Community Development Department. The Community Development Department will retain the one copy for the case file, and forward the wet signed and notarized original declaration of covenants, conditions and restrictions to the City Engineer for safe keeping until the final map is ready for recordation. The City Engineer shall record the original declaration of CC&Rs in conjunction with the recordation of the final map. (g) A sample document conveying title to the purchaser of an individual lot or unit which provides that the declaration of CC&Rs is incorporated therein by reference; and (h) A deposit equaling three hours of the current hourly fee for the review of the CC&Rs established pursuant to the City's fee schedule at the time the above referenced documents are submitted to the City Attorney for review and approval. FEES 38. Fees. Prior to recordation, the Community Development Department shall determine if the deposit based fees for the TENTATIVE MAP are in a negative balance. If so, any unpaid fees shall be paid by the developer/owner and/or the developer/owner's successor-in-interest. Prior to Issuance of Gradinq Permits 39. Grading Plan Review. The Community Development Department shall review the grading plan for consistency with the approved tentative map and the conditions of approval for the tentative map. 40. Community Trail Easement. The land divider/permit holder shall cause grading plans to be prepared which delineates grading adjacent to or within a proposed trail easement adjacent to lots 266 through 277 as delineated on the TENTATIVE MAP. Said grading must conform to the trail standards of the Comprehensive General Plan. Note: Condition satisfied. Community Trail Easement dedicated on -1 and - 2 maps; grading plans approved and on file with City: (i) the Offsite Improvement Plans delta revision (modifying the required pavement 17 improvement on Garbani Road), City Drawing No. IP15-027, approved August 3, 2015 (County Reference No. MS4061, File No. 945-N) and(ii) the Valley Wide and County-approved Landscape Plans for offsite Garbani & Palomar dated February 11, 2016 (County Reference No. 953-LL 1). . 41. Slope Grading Techniques. The land divider/permit holder shall cause grading plans to be prepared which show all cut slopes located adjacent to ungraded natural terrain and exceed ten (10) feet in vertical height to be contour-graded incorporating the following grading techniques: 1. The angle of the graded slope shall be gradually adjusted to the angle of the natural terrain. 2. Angular forms shall be discouraged. The graded form shall reflect the natural rounded terrain. 3. The toes and tops of slopes shall be rounded with curves with radii designed in proportion to the total height of the slopes where drainage and stability permit such rounding. 4. Where cut and/or fill slopes exceed 300 feet in horizontal length, the horizontal contours of the slope shall be curved in a continuous, undulating fashion. 42. Stephens' Kangaroo Rat (SKR) Fees. PRIOR TO THE ISSUANCE OF GRADING PERMITS, whichever comes first, the applicant shall comply with the provisions of Riverside County Ordinance No. 663, which generally requires the payment of the appropriate fee set forth in that ordinance. The amount of the fee required to be paid may vary depending upon a variety of factors, including the type of development application submitted and the applicability of any fee reduction or exemption provisions contained in Riverside County Ordinance No. 663. Said fee shall be calculated on the approved development project which is anticipated to be 79.82 acres (gross) in accordance with TENTATIVE MAP NO. 28206. If the development is subsequently revised, this acreage amount may be modified in order to reflect the revised development project acreage amount. In the event Riverside County Ordinance No. 663 is rescinded, this condition will no longer be applicable. However, should Riverside County Ordinance No. 663 be rescinded and superseded by a subsequent mitigation fee ordinance, payment of the appropriate fee set forth in that ordinance shall be required. NOTE: Condition satisfied. SKR Fees paid on 12/7/05 for entire tract— Receipt #MT057293 43. Fees. Prior to issuance of grading permits, the Community Development Department shall determine if the deposit based fees are in a negative balance. If so, any outstanding fees shall be paid by the applicant/developer. 44. Fugitive Dust Control. The permittee shall implement fugitive dust control measures in accordance with Southern California Air Quality Management District (SCAQMD) Rule 403. The permittee shall include in construction contracts the control measures required under Rule 403 at the time of development, including the following: 18 a. Use watering to control dust generation during demolition of structures or break-up of pavement. The construction area and vicinity (500-foot radius) must be swept (preferably with water weepers) and watered at least twice daily. Site wetting must occur often enough to maintain a ten (10) percent surface soil moisture content throughout all earth moving activities. All unpaved demolition and construction areas shall be wetted at least twice daily during excavation and construction, and temporary dust covers shall be used to reduce dust emissions and meet SCAQMD District Rule 403. Wetting could reduce fugitive dust by as much as fifty percent (50%). b. Water active grading/excavation sites and unpaved surfaces at least three (3) times daily; c. All paved roads, parking and staging areas must be watered at least once every two (2) hours of active operations; d. Site access points must be swept/washed within thirty (30) minutes of visible dirt deposition; e. Sweep daily (with water sweepers) all paved parking areas and staging areas; f. Onsite stockpiles of debris, dirt or rusty material must be covered or watered at least twice daily; g. Cover stockpiles with tarps or apply non-toxic chemical soil binders; h. All haul trucks hauling soil, sand and other loose materials must either be covered or maintain two feet of freeboard; i. All inactive disturbed surface areas must be watered on a daily basis when there is evidence of wind drive fugitive dust; j. Install wind breaks at the windward sides of construction areas; k. Operations on any unpaved surfaces must be suspended when winds exceed twenty-five (25) mph; I. Suspend excavation and grading activity when winds (instantaneous gusts) exceed fifteen (15) miles per hour over a thirty (30) minute period or more, so as to prevent excessive amounts of dust; m. All haul trucks must have a capacity of no less than twelve and three- quarter (12.75) cubic yards; n. All loads shall be secured by trimming, watering or other appropriate means to prevent spillage and dust; o. Traffic speeds on unpaved roads must be limited to fifteen (15) miles per hour; 19 p. Provide daily clean-up of mud and dirt carried onto paved streets from the site; q. Install wheel washers for all exiting trucks, or wash off the tires or tracks of all trucks and equipment leaving the site; r. All materials transported off-site shall be either sufficiently watered or securely covered to prevent excessive amount of dust; s. Operations on any unpaved surfaces must be suspended during first and second stage smog alerts; and, t. An information sign shall be posted at the entrance to each construction site that identifies the permitted construction hours and provides a telephone number to call and receive information about the construction project or to report complaints regarding excessive fugitive dust generation. Any reasonable complaints shall be rectified within twenty-four (24) hours of their receipt. FISH AND WILDLIFE&ARMY CORP OF ENGINEERS 45. Fish and Game Clearance. PRIOR TO THE ISSUANCE OF GRADING PERMITS, the applicant shall obtain written notification to the Community Development Department that the appropriate California Department of Fish and Game notification pursuant to sections 1601/1603 of the California Fish and Game Code has taken place, or obtain an "Agreement Regarding Proposed Stream or Lake Alteration" (Sections 1601/1603 Permit) should any grading or construction be proposed within or along the banks of any natural watercourse or wetland, located either on-site or any required off site improvement areas. Copies of any agreement shall be submitted with the notification. NOTE: Condition satisfied. Entire site rough graded under BGR050987 prior to City's incorporation. Streambed Alteration Agreement No. 1600- 2005-0171-R6 in file. 46. ACOE Clearance. PRIOR TO THE ISSUANCE OF GRADING PERMITS, the applicant shall obtain written notification to the Community Development Department that the alteration of any watercourse or wetland, located either on- site or on any required off-site improvement areas, complies with the U.S. Army Corps of Engineers Nationwide Permit Conditions, or obtain a permit under Section 404 of the Clean Water Act should any grading or construction be proposed within or along the banks of any natural watercourse or wetlands. Copies of any agreement shall be submitted with the notification. NOTE: Condition satisfied. Entire site rough graded under BGR050987 prior to City's incorporation. Permit No. 200300727 in file. 47. Section 401 Water Quality Certificate Required. SECTION 401 WATER QUALITY CERTIFICATE REQUIRED. 20 NOTE: Condition satisfied. Entire site rough grading under BGR050987 prior to the City's incorporation. 401 Certificate is in the file. BIOLOGICAL RESOURCES 48. Burrowing Owl. Pursuant to Objective 6 and Objective 7 of the Species Account for the Burrowing Owl included in the Western Riverside County Multiple Species Habitat Conservation Plan, within 30 days prior to the issuance of a grading permit, a pre-construction presence/absence survey for the burrowing owl shall be conducted by a qualified biologist and the results of this presence/absence survey shall be provided in writing to the Environmental Programs Department. If it is determined that the project site is occupied by the Burrowing Owl, take of "active" nests shall be avoided pursuant to the MSHCP and the Migratory Bird Treaty Act. However, when the Burrowing Owl is present, relocation outside of the nesting season (March 1 through August 31) by a qualified biologist shall be required. The County Biologist shall be consulted to determine appropriate type of relocation (active or passive) and translocation sites. Occupation of this species on the project site may result in the need to revise grading plans so that take of"active" nests is avoided or alternatively, a grading permit may be issued once the species has been actively relocated. If the grading permit is not obtained within 30 days of the survey a new survey shall be required. No ground disturbance, including disking, blading, grubbing or any similar activity shall occur within the site until the burrowing owl study is reviewed and approved. PALEONTOLOGY 49. Paleontologist Required. The land divider/permit holder shall retain a qualified paleontologist for consultation and comment on the proposed grading with respect to potential paleontological impacts. The developer shall submit the name, telephone number and address of the retained, qualified paleontologist to the Planning Department and the Department of Building and Safety. The paleontologist shall submit in writing to the Planning Department - Development Review Division the results of the initial consultation, and the paleontologist shall include details of the fossil recovery plan, if recovery was deemed necessary. Should the paleontologist find the potential is high for impact to significant resources, a pre-grade meeting between the paleontologist and the excavation and grading contractor shall be arranged. When necessary, in the professional opinion of the retained paleontologist (and/or as determined by the Planning Director), the paleontologist or representative shall have the authority to monitor actively all project related grading and construction and shall have the authority to temporarily divert, redirect, or halt grading activity to allow recovery of paleontological resources. NOTE: Condition satisfied. Entire site rough grading under BGR050987 prior to the City's incorporation. Contract for Paleontologist in file. No additional monitoring required for precise grading. 21 Prior to Issuance of Building Permit 50. MSHCP Mitigation Compliance. Prior to building permit issuance the applicant must provide documentation that the mitigation, described within the document entitled "Determination of Biologically Equivalent or Superior Preservation (DBESP) for Tract 28206 (80 Acres) Menifee Area, Riverside County, California" prepared by Michael Brandman Associates on January 18, 2006, as well as the mitigation measures identified in the FWS/CDG-4405.88 letter issued by the U.S. Fish and Wildlife Service and California Department of Fish and Game, dated March 28, 2006 has been completed. The mitigation described will be conducted on/off-site and must be completed prior to the clearance of this condition. Payment of mitigation fees will not be sufficient to clear this condition. The applicant must provide evidence that all mitigation activities been completed.The Environmental Programs Department (EPD) may require documentation in the form of biological reports and/or site visits to confirm completion. Please contact EPD for further information. Prepared on 4/6/06 by: David W. Carr, Ecological Resources Specialist with the Environmental Programs Department (EPD). Should you have any questions regarding this condition contact the EPD at: County of Riverside - TLMA Environmental Programs Department 4080 Lemon Street, 2nd Floor Riverside, CA 92501 Phone: 951-955-6892 Fax: 951-955-1811 http://www.tlma.co.riverside.ca.us/epd/ NOTE: Condition satified. Noted "Met"and "Satisfied"in County System for COAs. 51. Building Plans Required. The developer shall cause building plans to be submitted to the Building and Safety Department for review and approval by the Department of Building and Safety - Plan Check Division. Said plans shall be in conformance with the approved DESIGN GUIDELINES. 52. Sewer Backflow Valve Required. PER THE REVIEW OF THE EASTERN MUNICIPAL WATER DISTRICT THE FOLLOWING LOTS WILL REQUIRE A SEWER BACKFLOW VALVE: TR28206-3 LOTS 5, 6, 13, 20, 21, 26, 28, 36, 43, 44, 47, & 48. TR28206-F LOTS 3, 4, 8, 9, 12, 14, 15, 20-25, 39-41, 52-56, & 61-63. 53. Roof Mounted Equipment. Roof-mounted mechanical equipment shall not be permitted within the subdivision, however, solar equipment or any other energy- saving devices shall be permitted with Community Development Department approval. 54. Utilities Underground. All utility extensions within a lot shall be placed underground. 22 55. No Cross Lot Drainage. Lots shall be graded to drain to the street with no cross lot drainage permitted. Drainage shall be indicated on the final plan of development. 56. Building Separation. Building separation between all buildings shall not be less than ten (10) feet. Fireplaces may way encroach one (1) foot into the side yard setback. Additional encroachments are only allowed as permitted by County Ordinance No. 348. 57. Parking. Parking spaces are required in accordance with Ordinance No. 348. All parking areas and driveways shall be surfaced to current standards as approved by the City of Menifee Engineering Department. 58. Conform to Final Site of Development Plan. The building plans shall be consistent with the approved elevations of the final site of development plans. The building plans shall be reviewed for consistency with the final site of development plans prior to Building Permit issuance. MINOR PLANS REQUIRED 59. Landscaping Plans. The land divider/permit holder shall file three (3) sets of a Landscaping and Irrigation Plan to the Community Development Department for review and approval. Said plan shall be submitted to the Department in the form of a plot plan application pursuant to Ordinance No. 348, Section 18.30.a.(1) (Plot Plans not subject to the California Environmental Quality Act and not subject to review by any governmental agency other than the Community Development Department), along with the current fee. The plan shall be in compliance with City Requirements, Menifee Municipal Code Chapter 15.04 and Chapter 9.86, Ordinance 348 Section 18.12, Sections 19.300 through 19.304., and the TENTATIVE MAP conditions of approval. The plan shall address all areas and conditions of the tract requiring landscaping and irrigation to be installed including, but not limited to, (slope planting, common area and/or park landscaping within Open Space Lots and individual front yard landscaping). Emphasis shall be placed on using plant species that are drought tolerant and low water using. The plans shall provide for the following: 1) Permanent automatic irrigation systems shall be installed on all landscaped areas requiring irrigation. Low water use systems are encouraged. 2) All utility service areas and enclosures shall be screened from view with landscaping and decorative barriers or baffle treatments, as approved by the Community Development Department. Utilities shall be placed underground. 3) Any required landscape screening shall be designed to be opaque up to a minimum height of six (6) feet at maturity. 23 4) Parkways and landscaped building setbacks shall be landscaped to provide visual screening or a transition into the primary use area of the site. Landscape elements shall include earth berming, ground cover, shrubs, and specimen trees in conjunction with meandering sidewalks, benches, and other pedestrian amenities where appropriate as approved by the Community Development Department. 5) Landscaping plans shall incorporate the use of specimen accent trees at key visual focal points within the project. 6) Landscaping plans shall incorporate native and drought tolerant plants where appropriate. 7) Tun`shall be eliminated in areas unless provided for active uses. 8) All basins for drainage and/or water quality shall be screened from view with landscaping. 9) Front yard typical landscaping plans shall provide a minimum of one (1) xeriscape option for home buyers. 10)All specimen trees and significant rock outcroppings on the subject property intended for retention shall be shown on the project's grading plans. Replacement trees for those to be removed shall also be shown. 11)All trees shall be minimum double-staked. Weaker and/or slow-growing trees shall be steel-staked. 12)Multi-programmable irrigation controllers which have enough programs to break up all irrigation stations into hydro zones shall be used. If practical and feasible, rain shutoff devices shall be employed to prevent irrigation after significant precipitation. Irrigation systems shall be designed so areas which have different water use requirements are not mixed on the same station (hydro zones). Assistance in implementing a schedule based on plant water needs is available from CIMIS or Mobile Lab. The use of drip irrigation should be considered for all planter areas that have a shrub density that will cause excessive spray interference of an overhead irrigation system. Use flow reducers to mitigate broken heads next to sidewalks, streets, and driveways. 13) Plants with similar water requirements shall be grouped together in order to reduce excessive irrigation runoff and promote surface filtration, where possible. The landscaping and irrigation plans for open space lots shall be consistent with the NOTES: The Landscape plot plan may include the requirements of any other minor plot plan required by the subdivision conditions of approval. However, minor plot plan conditions of approval shall be cleared individually. 24 Landscaping plans for areas proposed to be maintained by the City Community Facilities District shall be submitted to the Engineering and Public Works Department. Conceptual plans are required in addition to working plans. 60. Entry Monument Plans. The land divider/permit holder shall file three (3) sets of an Entry Monument plot plan to the Community Development Department for review and approval. Said plan shall be submitted to the Department in the form of a plot plan application pursuant to Ordinance No. 348, Section 18.30.a.(1) (Plot Plans not subject to the California Environmental Quality Act and not subject to review by any governmental agency other than the Community Development Department), along with the current fee. The plan shall be in compliance with Section 18.12, and the TENTATIVE MAP conditions of approval. The plot plan shall contain the following elements: 1) A color rendering of a frontal view of all/the entry monument(s) with landscaping. 2) A plot plan of the entry monuments with landscaping drawn to an engineer's scale. If lighting is planned, the location of lights, their intended direction, and proposed power shall be indicated. 3) An irrigation plan for the entry monument(s). NOTE: The requirements of this plot plan may be incorporated with any minor plot plan required by the conditions of approval for this subdivision. However, this ENTRY MONUMENT condition of approval shall be cleared individually. The monument plan shall be approved prior to issuance of Building Permits. If monuments do not accommodate design requirements of the County-wide Design Guidelines or meet line of sight requirements, Lot Line Adjustment or a Minor Change to the TENTATIVE MAP may be necessary. NOTE: Condition satisfied for entire tract as part of construction of-1 and -2 maps. 61. Model Home Complex. A plot plan application shall be submitted to the Community Development Department pursuant to Section 18.30.a.(1) of Ordinance No. 348 (Plot Plans not subject to the California Environmental Quality Act and not subject to review by any governmental agency other than the Community Development Department), along with the current fee. The Model Home Complex plot plan shall contain the following elements: 1) An engineer's scaled plan showing the model home lots, lot numbers, tract number, and north arrow. 2) Show front, side and rear yard setbacks. 25 3) Provide two dimensioned off street parking spaces per model and one parking space for office use. The plan must have one accessible parking space. 4) Show detailed fencing plan including height and location. 5) Show typical model tour sign locations and elevation. 6) Three (3) sets of photographic or color laser prints (8"X 10") of the sample board and colored elevations shall be submitted for permanent filing and agency distribution after the Community Development Department has reviewed and approved the sample board and colored elevations in accordance with the approved Design Manual and other applicable standards. All writing must be legible. Three (3) matrix sheets showing structure colors and texture schemes shall be submitted. 7) Provide a Model Home Complex landscape and irrigation plan. 8) Model Home Complex landscaping plans shall provide a minimum of one (1) xeriscape option for home buyers. NOTES: The Model Home Complex plot plan shall not be approved without Final Site Development Plan approval, or concurrent approval of both. See the Community Development Department Model Home Complex application for detailed requirements. The requirements of this plot plan may be incorporated with any minor plot plan required by the subdivision's conditions of approval. However, this MODEL HOME COMPLEX condition of approval shall be cleared individually. The applicant will be required to enter into a model home complex agreement with the City of Menifee. The agreement stipulates terms for removal of the complex. The model home complex plan shall be approved prior to issuance of a Building Permit; provided, however, that elements (3) through (8) in the model home complex plan may be deferred to a later time if deemed appropriate by the Director of Community Development. 62. Final Site Development Plan. A plot plan application shall be submitted to the Community Development Department pursuant to Section 18.30.a.(1) of Ordinance No. 348 (Plot Plans not subject to the California Environmental Quality Act and not subject to review by any governmental agency other than the Community Development Department), along with the current fee. Subdivision development shall conform to the approved plot plan and shall conform to the Countywide Design Guidelines. The plot plan shall be approved by the Community Development Director prior to issuance of Building Permits for lots included within that plot plan. 26 The plot plan shall contain the following elements: 1) A final site plan (40' scale precise grading plan) showing all lots, building footprints, setbacks, mechanical equipment and model assignments on individual lots. 2) Each model floor plan and elevations (all sides). 3) Three (3) sets of photographic or color laser prints (8" x 10") of the sample board and colored elevations shall be submitted for permanent filing and agency distribution after the Community Development Department has reviewed and approved the sample board and colored elevations in accordance with the approved Design Manual and other applicable standards. All writing must be legible. Three (3) matrix sheets showing structure colors and texture schemes shall be submitted. 4) At a minimum there should be three different floor plans for each Area, as defined in the Design Guidelines. The number of floor plans for each Area shall be in accordance with the Design Guidelines. For development projects that are to be constructed in phases, a phasing plan shall be submitted to assure that the requirements for the number of floor plans is being met. 5) Homes and garages shall be placed at varying distances from the street and have varying entry locations. 6) The colors and materials on adjacent residential structures should be varied to establish a separate identity for the dwellings. A variety of colors and textures of building materials is encouraged, while maintaining overall design continuity in the neighborhood. Color sample boards shall be submitted as a part of the application and review process. 7) All new residences with garages shall be provided with roll-up (i.e. on tracks) garage doors (either sectional wood or steel). At least twenty-five percent (25%) of the garage doors in any project should have windows. NOTE: The requirements of this plot plan may be incorporated with any minor plot plan required by this subdivision's conditions of approval. However, this FINAL SITE DEVELOPENT plot plan condition of approval shall be cleared individually. 63. Wall and Fence Plan. The land divider/permit holder shall file three (3) sets of a Wall/Fencing Plan to the Community Development Department for review and approval. Said plan shall be submitted to the Department in the form of a plot plan application pursuant to Ordinance No. 348, Section 18.30.a.(1) (Plot Plans not subject to the California Environmental Quality Act and not subject to review by any governmental agency other than the Community Development Department), along with the current fee. The plan shall be in compliance with the Countywide Design Guidelines and the TENTATIVE MAP conditions of approval. 27 1. The plan shall show all project fencing including, but not limited to, perimeter fencing, side and rear yard fencing, and open space or park fencing. A typical frontal view of all fences shall be shown on the fencing plan. 2. All utility service areas and enclosures shall be screened from view with landscaping or decorative barriers or baffle treatments, as approved by the Community Development Department. 3. All wood fencing shall be treated with heavy oil stain to match the natural shade to prevent bleaching from irrigation spray. 4. All wood fence posts shall be steel set in concrete. NOTE: The requirements of this plot plan may be incorporated with any minor plot plan required by the conditions of approval for this subdivision. However, this WALL/FENCING PLAN condition of approval shall be cleared individually. LANDSCAPING 64. Front Yard Landscaping. All front yards shall be provided with landscaping and automatic irrigation as defined by County Ordinance No. 348. Landscaping and Irrigation shall comply with the Menifee Municipal Code Chapter 15.04 and Chapter 9.86, Riverside County Guide to California Friendly Landscaping, and Ordinance No. 859 (as adopted and any amendments thereto) provided that said ordinance has been amended to address residential tracts. The front yard landscaping must be installed prior to final occupancy release. 65. Performance Securities. Performance securities, in amounts to be determined by the Community Development Director to guarantee the installation of plantings, irrigation system, walls and/or fences, in accordance with the approved plans for open space lots (does not include front yard landscaping), shall be filed with the Community Development Department. Securities may require review by the City Attorney and other staff. Permit holder is encouraged to allow adequate time to ensure that securities are in place. The performance security may be released one year after structural final, inspection report, and the Six Month and One-Year Post Establishment report confirms that the planting and irrigation components have been adequately installed and maintained. A cash security shall be required when the estimated cost is $2,500.00 or less. Security deposits are only required for common area landscaped areas. 66. Landscape Inspection Deposit. Prior to issuance of Building Permits, the permit holder shall open a Landscape Deposit Based Fee case and deposit the prevailing deposit amount to cover the pre-installation inspections, installation inspections, Six Month Post Establishment and One Year Post Establishment Landscape Inspections. The amount of hours for the Inspections will be determined by the Community Development Department's Landscape personnel prior to approval of the requisite Minor Plot Plan for Planting and Irrigation. FEES 28 67. Fees. Prior to issuance of Building Permits, the Community Development Department shall determine if the deposit based fees for project are in a negative balance. If so, any outstanding fees shall be paid by the permittee. 68. Menifee Union School District. Impacts to the Menifee Union School District shall be mitigated in accordance with California State law. 69. Perris Union High School District. Impacts to the Perris Union High School District shall be mitigated in accordance with California State law. Prior to Final Inspection 70. Mitigation Monitoring. The permittee shall prepare and submit a written report to the Community Development Director demonstrating compliance with those conditions of approval and mitigation measures of this tract map which must be satisfied prior to the issuance of final occupancy. The Community Development Director may require inspection or other monitoring to ensure such compliance. 71. Anti-Graffiti Coating. An anti-graffiti coating shall be provided on all block walls constructed as part of any phase of the Project, and written verification from the developer shall be provided to the Community Development Department. 72. Fencing and Wall Compliance. Fencing shall be provided throughout the subdivision in accordance with the approved final site development plans and/or walls and fencing plan. 73. Entry Monuments. Prior to the first occupancy within the tract, entry monuments shall be installed in accordance with the approved entry monument plans. NOTE: Condition satisfied for entire tract as part of construction of-1 and -2 maps. 74. Elevations. Elevations of all buildings and structures shall be in substantial conformance with the elevations approved as part of the final site of development plan. 75. Driveways. The land divider/permit holder shall cause all driveways to be constructed of cement concrete. 76. Roll Up Garage Doors. All residences shall have automatic roll-up garage doors. 77. Final Planning Inspection. The permittee shall obtain final occupancy sign-off from the Planning Division for each Building Permit issued by scheduling a final Planning inspection prior to the final sign-off from the Building Department. Planning staff shall verify that all pertinent conditions of approval have been met, including compliance with the approved elevations, site plan, walls and fencing and landscaping. LANDSCAPING 29 78. Soil Management Plan The permittee shall submit a Soil Management Plan (Report) to the Community Development Department before the Landscape Installation Inspection. The report can be sent in electronically. Information on the contents of the report can be found in the County of Riverside Guide to California Friendly Landscaping page 16, #7, "What is required in a Soil Management Plan?" 79. Landscape/Irrigation Install Inspection The permittee landscape architect responsible for preparing the Landscaping and Irrigation Plans shall arrange for a Pre-Landscape installation inspection and a Landscape Completion Installation Inspection with the Community Development Department. The pre-landscape inspection shall be arranged at least fifteen (15)working days prior to installation of landscaping. The landscape completion inspection shall be arranged at least fifteen (15) working days prior to final inspection of the structure or issuance of occupancy permit, whichever occurs first. Six Month and One Year Post-Establishment Inspection will also be required. The Community Development Department will require a deposit in order to conduct the landscape inspections. 80. Landscape Installation. All required landscape planting and irrigation, shall have been installed in accordance with approved Landscaping, Irrigation, and Shading Plans, Menifee Municipal Code Chapter 15.04 (as adopted and any amendments thereto), Eastern Municipal Water District requirements and the Riverside County Guide to California Landscaping. All landscape and irrigation components shall be in a condition acceptable to the Community Development Department. The plants shall be healthy and free of weeds, disease or pests. The irrigation system shall be properly constructed and determined to be in good working order. 81. Final Landscape Approval The final landscape approval following installation shall be subject to the review and approval of the City's Landscape Architectural Consultant and the Community Development Director. The Community Development Director may require additional trees, shrubs and/or groundcover as necessary, if site inspections reveal landscape deficiencies that were not apparent during the plan review process. FEES 82. DIF Fees. Prior to the issuance of either a certificate of occupancy or prior to Building Permit final inspection, the applicant shall comply with the provisions of Ordinance No. 659, which requires the payment of the appropriate fee set forth in the Ordinance. Ordinance No. 659 has been established to set forth policies, regulations and fees related to the funding and construction of facilities necessary to address the direct and cumulative environmental effects generated by new development projects described and defined in this Ordinance, and it establishes the authorized uses of the fees collected. The fee shall be paid for each residential unit to be constructed within this land division. In the event Ordinance No. 659 is rescinded, this condition will no longer 30 be applicable. However, should Riverside County Ordinance No. 659 be rescinded and superseded by a subsequent mitigation fee ordinance, payment of the appropriate fee set forth in that ordinance shall be required. 83. MSHCP Fees. Prior to the issuance of either a certificate of occupancy or prior to Building Permit final inspection, the applicant shall comply with the provisions of Ordinance No. 810, which requires payment of the appropriate fee set forth in the Ordinance. Ordinance No. 810 has been established to set forth policies, regulations and fees related to the funding and acquisition of open space and habitat necessary to address the direct and cumulative environmental effects generated by new development projects described and defined in this Ordinance. The fee shall be paid for each residential unit to be constructed within this land division. In the event Ordinance No. 810 is rescinded, this condition will no longer be applicable. However, should Ordinance No. 810 be rescinded and superseded by a subsequent mitigation fee ordinance, payment of the appropriate fee set forth in that ordinance shall be required. 84. Fees. Prior to issuance of occupancy/final inspections, the Community Development Department shall determine if the deposit based fees for project are in a negative balance. If so, any outstanding fees shall be paid by the permittee. Prior to Issuance of Certain Certificates of Occupancy 85. Open Space Lot 65 in TR28206-F. Prior to occupancy of any of the residential lots 25-29 within TR28206-F, as shown on the final map, unless installation required earlier for erosion control per the Engineering and Public Works Department, all landscaping and irrigation within the Open Space Lot adjacent to these lots shall be installed, inspections completed and passed and performance securities posted. 86. Open Space Lot 64 in TR28206-F. Prior to occupancy of any of the residential lots 7 or 20-26 within TR28206-F as shown on the final map, unless installation required earlier per the Engineering and Public Works Department, all landscaping and irrigation within Open Space Lot 64 shall be installed, inspections completed and passed and performance securities posted. 31 Section III : Public Works/Engineering Conditions of Approval The following are the Public Works Engineering Department Conditions of Approval for this project which shall be satisfied at no cost to the City or any other Government Agency. All questions regarding the intent of the following conditions shall be referred to the Public Works Engineering Department, Land Development Section. The developer/property owner shall use the standards and design criteria stated in the following conditions, and shall comply with all applicable City of Menifee standards and ordinances. Should a conflict arise between City of Menifee standards and design criteria, and any other standards and design criteria, those of the City of Menifee shall prevail. 32 Note: In the following, conditions that were originally imposed by the Riverside County prior to city incorporation are noted with the original County Condition Reference number. Those without County reference numbers are added conditions. A. GENERAL CONDITIONS 1. SUBDIVISION MAP ACT - The developer/property owner shall comply with the State of California Subdivision Map Act. 2. MYLARS. All improvement plans and grading plans shall be drawn on twenty-four (24) inch by thirty-six (36) inch Mylar and signed by a registered civil engineer and/or other registered/licensed professional as required. 3. PLAN CHECK SUBMITTAL FORMS - Appropriate plan check submittal forms shall be completed and required plan copies, necessary documents, references, fees, deposits, etc. shall be submitted as outlined in City approved submittal forms. All large format plans shall be bulk folded when feasible to 9"x12". Electronic copies in CDs of all submitted items may be required with each plan check as determined by the PW Engineering Department. A scanned image of all final approved grading and improvement plans shall be provided to the City, and in format acceptable to the City. ACAD files 2004 or later are required for all final maps upon approval. 4. PLAN SUBMITTAL AND APPROVAL — Improvement plans and grading plans shall be submitted with necessary supporting documentation and technical studies (hydrology, hydraulics, traffic impact analysis, geotechnical studies, etc.)to the PW Engineering Department for review and approval. The plans must receive PW approval prior to final map recordation; or issuance of any construction permit, grading permit, or building permits as applicable and as determined by the PW Director. All submittals shall include a completed City Fee or Deposit Based Worksheet and the appropriate plan check. For improvements proposed to be owned and maintained by the Riverside County Flood Control District, improvement plans must receive District approval prior to final map recordation or as determined by the District. 5. AS-BUILT PLANS — As-Built plans are required for all improvement plans. The developer/property owner shall cause the civil engineer of record to submit project base line of work for all layers in Auto CAD DXF format on Compact Disc (CD) to the Public Works Department. If the required files are unavailable, the developer/property owner shall pay a scanning fee to cover the cost of scanning the as-built plans. The timing for submitting the as-built plans shall be as determined by the Public Works Director/City Engineer. 6. CONSTRUCTION TIMES OF OPERATION. The developer/property owner shall monitor, supervise, and control all construction and construction related activities to prevent them from causing a public nuisance including, but not limited to, strict adherence to the following: (a) Any construction within the city located within one-fourth mile from an occupied residence shall be permitted Monday through Saturday, except on nationally recognized holidays, 6:30 a.m. to 7:00 p.m. There shall be no construction permitted on Sunday or nationally recognized holidays unless approval is obtained from the City Building Official or City Engineer. 33 (b) Removal of spoils, debris, or other construction materials deposited on any public street no later than the end of each working day. (c) The construction site shall accommodate the parking of all motor vehicles used by persons working at or providing deliveries to the site. Violation of any condition or restriction or prohibition set forth in these conditions shall subject the owner, applicant to remedies as set forth in the City Municipal Code. In addition, the Public Works Director or the Building Official may suspend all construction related activities for violation of any condition, restriction or prohibition set forth in these conditions until such a time it has been determined that all operations and activities are in conformance with these conditions. (d) A Pre-Construction meeting is mandatory with the City's Public Works Inspection prior to start of any construction activities. 7. BOND AGREEMENTS, GRADING AND IMPROVEMENT SECURITY — The developer/property owner shall enter into bond agreements and post security in forms acceptable to the City, guaranteeing the construction of all required grading and improvements in accordance with applicable City policies and ordinances, and as determined by the Public Works Director/City Engineer. The grading and improvements shall include, but not limited to: onsite/offsite grading, street improvements, street lights, traffic signals, signing and striping, landscaping within right of way or dedicated easements, water quality BMPs, and storm drainage facilities. 8. EXISTING AND PROPOSED EASEMENTS - The submitted tentative tract map shall correctly show all existing and proposed easements, traveled ways, and drainage courses with appropriate Qs. Any omission or misrepresentation of these documents may require said tentative tract map to be resubmitted for further consideration. B. GRADING 9. 10.BS GRADE 002: OBEY ALL GRADING REGULATIONS. All grading shall conform to the California Building Code, Ordinance 457, and all other relevant laws, rules and regulations governing grading in Riverside County and prior to commencing any grading which includes 50 or more cubic yards, the applicant shall obtain a grading permit from the Building & Safety Department. 10. 10.BS GRADE 003: GRADING PERMIT FOR DISTURBED SOIL. Ordinance 457 requires a grading permit prior to clearing, grubbing or any top soil disturbances related to construction grading. 11. 10.13S GRADE 004: DUST CONTROL. All necessary measures to control dust shall be implemented by the developer during grading. 12. 10.BS GRADE 005: 2:1 MAX SLOPE RATIO. Grade slopes shall be limited to a maximum steepness ratio of 2:1 (horizontal to vertical) unless otherwise approved. 13. 10.13S GRADE 007: MINIMUM DRAINAGE GRADE. Minimum drainage grade shall be 1% except on Portland cement concrete where 0.35% shall be the minimum. 34 14. 10.BS GRADE 009: SLOPE SETBACKS. Observe slope setbacks from buildings and property lines per the California Building Code - as amended by Ordinance 457. 15. 10.BS GRADE 010: NPDES SUPPLEMENT"A" As applicable, in orderto ensure compliance with Supplement A- New Development Guidelines for the Santa Ana, Santa Margarita and Whitewater Drainage Management Plan, all specific land use cases (Plot Plans, Conditional Use Permits, & Public Use Permits) and subdivisions (Tracts and Parcel maps) shall provide, as a part of their grading and drainage plan, the control of impervious runoff. This shall include impervious areas graded to drain to a BMP filtration system. Direct drainage from impervious areas to the street or a storm drain facility shall be avoided. Prior to Grading Permit Issuance 16. 60.BS GRADE 001: - NPDES/SWPPP. Prior to approval of grading plans, the applicant shall obtain a General Construction Activity Storm Water Permit from the State Water Resources Control Board (SWRCB) in compliance with the National Pollutant Discharge Elimination System (NPDES) requirements. Proof of filing a Notice of Intent(NOI)to construct shall be provided by the developer, and the State issued Waste Discharge ID number (WDID#) shall be shown on the title sheet of the grading plans. The developer/property owner shall prepare and upload a Storm Water Pollution Prevention Plan (SWPPP) into the State's SMARTS database system. The developer/property owner shall also be responsible for updating the SWPPP to constantly reflect the actual construction status of the site. A copy of the SWPPP shall be made available at the construction site at all times until construction is completed and the Regional Board has issued a Notice of Termination (NOT) for the development. 17. SWPPP FOR INACTIVE SITES. The developer/property owner shall be responsible for ensuring that any graded area left inactive for a long period of time has appropriate SWPPP BMPs in place and in good working conditions at all times until construction is completed and the Regional Board has issued a Notice of Termination (NOT) for the development. 18. 60.BS GRADE 002: GRADING BONDS. Grading in excess of 199 cubic yards will require performance security to be posted with the PW Engineering Department. 19. 60.BS GRADE 003: IMPORT EXPORT. In instances where a grading plan involves import or export, prior to obtaining a grading permit, the applicant shall have obtained approval for the import/export location from the PW Engineering Department. If either location was not previously approved by an Environmental Assessment, prior to issuing a grading permit, a Grading Environmental Assessment shall be submitted to the Planning Director for review and comment and to the PW Engineering Department Director for approval. Additionally, if the movement of import/export occurs using City roads, review and approval of the haul routes by the PW Engineering Department will be required. 20. 60.13S GRADE 004: SLOPE EROSION CONTROL PLAN. Erosion control or landscape plans, required for manufactured slopes greater than 3 feet in vertical 35 height, are to be signed by a registered landscape architect and bonded per the requirements of Ordinance 457. 21. 603S GRADE 005: GEOTECHNICAL/SOILS REPORTS. Geotechnical soils reports required in order to obtain a grading permit, shall be submitted to the PW Engineering Department for review and approval prior to issuance of a grading permit. All grading shall be in conformance with the recommendations of the geotechnical/soils reports as approved by PW Engineering Department.* *The geotechnical/soils, compaction and inspection reports will be reviewed in accordance with the RIVERSIDE COUNTY GEOTECHNICAL GUIDELINES FOR REVIEW OF GEOTECHNICAL AND GEOLOGIC REPORTS. Technical reports previously submitted and approved by the Riverside County shall be updated and submitted to the City of Menifee PW Engineering department for review and approval prior to issuance of a grading permit. If no technical report has been previously submitted, a new report shall be submitted for review and approval by the PW Engineering Department. 22. 60.13S GRADE 006: DRAINAGE DESIGN Q100. All grading and drainage shall be designed in accordance with Riverside County Flood Control & Water Conservation District's conditions of approval regarding this application. If not specifically addressed in their conditions, drainage shall be designed to accommodate 100 year storm flows. Additionally, the PW Engineering Department's conditional approval for this application includes an expectation that the conceptual grading plan reviewed and approved for the project complies or can comply with any WQMP (Water Quality Management Plan) required by Riverside County Flood Control and Water Conservation District. 23. 60.13S GRADE 009: OFFSITE GRADING. Prior to the issuance of a grading permit, it shall be the sole responsibility of the owner/applicant to obtain any and all proposed or required easements and/or permissions necessary to perform the grading herein proposed. 24. 60.PLANNING 003: SLOPE STABILITY REPORT. County Stability Report (SSR) No. 622 was prepared for this project by Earth Systems Southwest and is entitled "Geotechnical Engineering Report, Preliminary Slope Stability Evaluation, Tentative Tract 28206, (Garboni Property), Menifee, California", dated June 29, 2001. SSR No. 622 concluded that: Cut and fill slopes up to 20 feet high with a gradient of 2:1 (horizontal to vertical) are proposed for Tentative Tract 28206. 1) Slope stability of assumed cut and fill slopes should be stable provided they are designed and constructed in accordance with the recommendations provided in the report (SSR No. 622) and the Riverside County Grading Ordinance. 2) The bedrock at the site consists of finely crystalline igneous rock. Based on the observations of an existing cut slope approximately 50 feet high at the northern 36 edge of the site, significant difficulties when constructing proposed 20 ft. high slopes are not anticipated. 3) Based on the orientation of the joints within the bedrock, adverse planes of weakness on south-facing cuts 20 feet high are not anticipated. SSR No. 622 recommends: 1) Fill slopes should be constructed at a maximum slope of 2:1. 2) Where fill slopes are to be constructed on natural slopes steeper than 5:1, the fill should be keyed and benched into firm soil. Keys for all slope construction greater than five feet in height should be cut into firm soil. 3) Specific grading and/or the installation of back drains or keyway drains may be required depending upon the extent of grading performed. Before final grading plans have been established, determination of the need for specific grading and/or the installation of sub-drains should be performed. 4) A protective berm should be constructed and maintained at the top of all fill slopes to divert any runoff from the slope face. 5) The geotechnical engineers, or their representatives, should be present during the fill construction to observe compliance with the report's recommendations. 6) Cut slopes within bedrock areas should be constructed at a maximum slope gradient of 2:1. 7) Lined drainage swales should be provided at the tops of all cut slopes to divert runoff away from the cut face. Swales should be lined with gunite, concrete, or other suitable no-erosive material. 8) Velocity reducers should be provided at the discharge points of the swales or down drains as deemed necessary by the design engineer. SSR No. 622 satisfies the requirement for a slope stability report. Final Planning Department approval of this report is hereby given. Additional requirements may be imposed by the Building and Safety Department as a part of the plan check and review process for obtaining a grading permit. 25. 60.PLANNING 033: SLOPE GRADING TECHNIQUES. The land divider/permit holder shall cause grading plans to be prepared which show all cut slopes located adjacent to ungraded natural terrain and exceed ten (10) feet in vertical height to be contour-graded incorporating the following grading techniques: 1) The angle of the graded slope shall be gradually adjusted to the angle of the natural terrain. 2) Angular forms shall be discouraged. The graded form shall reflect the natural rounded terrain. 3) The toes and tops of slopes shall be rounded with curves with radii designed in proportion to the total height of the slopes where drainage and stability permit such rounding. 4) Where cut and/or fill slopes exceed 300 feet in horizontal length, the horizontal contours of the slope shall be curved in a continuous, undulating fashion. Prior to Building Permit Issuance 37 26. 80.13S GRADE 001: GRADING PERMIT PRIOR TO BUILDING. Prior to issuance of any building permit, the property owner shall obtain a grading permit and/or approval to construct from the PW Engineering Department. Prior to Issuance of Certificate of Occupancy 27. 90.BS GRADE 001: MANUFACTURED SLOPES 4:1 OR STEEPER. Plant and irrigate all manufactured slopes steeper than a 4:1 (horizontal to vertical) ratio and 3 feet or greater in vertical height with grass or ground cover; slopes 15 feet or greater in vertical height shall be planted with additional shrubs or trees as approved by the PW Engineering Department. 28. 90.BS GRADE 002: 1/2"/FT/3FT MINIMUM. Finish grade shall be sloped to provide proper drainage away from all exterior foundation walls. The slope shall be not less than one-half inch per foot for a distance of not less than 3 feet from any point of exterior foundation. Drainage swales shall not be less than 1 1/2 inches deeper than the adjacent finish grade at the foundation. C. DRAINAGE General Conditions 29. 10.FLOOD RI 001: MAP FLOOD HAZARD REPORT. Tract Map 28206 is a proposal to subdivide 79-acres into 258 residential lots, a park, open space and 3 detention basins, in the Winchester/Antelope Valley area. The project is located on the northwest corner of Palomar Road and Garbani Road. A Preliminary Basin Sizing Calculation Study dated July 18, 2003 was submitted to the Riverside County Flood Control District. The study, based on a basin volume factor, indicates the general size, shape, and location of the proposed basin is sufficient to mitigate the impacts of the development. However, the project may need modifications at the plan check stage. Final design of the basins will not be required until the improvement plan stage of this development. The project is within the San Jacinto River watershed, which is tributary to impaired waterbodies Lake Elsinore and Canyon Lake. The developer has provided a draft Storm Water Pollution Prevention Plan that has mitigation for its potential water quality impacts. The 3 increased runoff basins will also serve as permanent post construction BMP's. Offsite flows from the east will be collected in a storm drain proposed in Palomar Road that ties directly to existing storm drain outlets from the adjacent Tract 29774 and Tract 29074 to the east. These flows will outlet to the existing watercourse just west of the tracts' boundary. The Department of Water Resources has done a preliminary floodplain study of Paloma Wash. The extreme southwest corner of this property is in an ineffective flow area for the Paloma Wash floodplain. Placing fill in this ineffective flow area will not adversely affect downstream property owners. The base flood elevation (BFE) for this location is approximately 1461.3. All lots on the southwest corner of this tract shall be elevated at least 1 foot above this BFE as shown on the tentative map. 30. 10.FLOOD RI 002: 10 YR CURB - 100 YR ROW. The 10 year storm flow shall be contained within the curb and the 100 year storm flow shall be contained within the street right of way. When either of these criteria is exceeded, additional drainage facilities shall be installed. All lots shall be graded to drain to the adjacent street or an adequate outlet. 38 31. 10.FLOOD RI 003: 100 YR SUMP OUTLET. Drainage facilities out-letting sump conditions shall be designed to convey the tributary 100 year storm flows. Additional emergency escape shall also be provided. 32. 10.FLOOD RI 005: PERPETUATE DRAINAGE PATTERNS- OR REQUIRE EASEMENT. The property's street and lot grading shall be designed in a manner that perpetuates the existing natural drainage patterns with respect to tributary drainage area, outlet points and outlet conditions; otherwise and except as provided in Condition 50, below, a drainage easement shall be obtained from the affected property owners for the release of concentrated or diverted storm flows. A copy of the recorded drainage easement shall be submitted to PW Engineering for review. NOTE: To the extent the developer demonstrates that Riverside County Flood has determined this condition has been satisfied, the City shall deem this condition satisfied. 33. 10.FLOOD RI 016: BMP - ENERGY DISSIPATOR. Energy dissipators, such as rip-rap, shall be installed at the outlet of a storm drain system that discharges runoff flows into a natural channel or an unmaintained facility. The dissipators shall be designed to minimize the amount of erosion downstream of the storm drain outlet. 34. 1051-00D RI 017: ELEVATE ABOVE FLOODPLAIN. All lots on the southwest corner of this tract shall be elevated at minimum, to an elevation of 1462.3 Prior to Final Map Recordation 35. 505LOOD RI 001: SUBMIT PLANS. A copy of the improvement plans, grading plans, final map, environmental constraint sheet and any other necessary documentation along with supporting hydrologic and hydraulic calculations shall be submitted to the PW Engineering Department for review. The plans must receive City approval prior to recordation. All submittals shall be date stamped by the engineer and include a completed City Based Fee Worksheet and the appropriate plan check fee deposit. 36. 5051-00D RI 010: ONSITE EASEMENT ON FINAL MAP. Onsite drainage facilities located outside of road right of way shall be contained within drainage easements shown on the final map. A note shall be added to the final map stating, "Drainage easements shall be kept free of buildings and obstructions". 37. 50.FLOOD RI 011: OFFSITE EASEMENT OR REDESIGN. Offsite drainage facilities shall be located within dedicated drainage easements obtained from the affected property owner(s). Document(s) shall be recorded and a copy submitted to the City prior to recordation of the final map. Except as provided in Condition 50, below, if the developer cannot obtain such rights, the map should be redesigned to eliminate the need for the easement. NOTE: To the extent the developer demonstrates that Riverside County Flood has determined this condition has been satisfied, the City shall deem this condition satisfied. 38. 50.FLOOD RI 012: WRITTEN PERMISSION FOR GRADING. Written permission shall be obtained from the affected property owners allowing the proposed grading 39 and/or facilities to be installed outside of the tract boundaries. A copy of the written authorization shall be submitted to the PW ENGINEERING DEPARTMENT for review and approval. 39. 50.FLOOD RI 013: ENCROACHMENT PERMIT REQUIRED. An encroachment permit shall be obtained for any work within the Flood Control District's right of way or any work involving District facilities. The encroachment permit application shall be processed and approved concurrently with the improvement plans. 40. 50.FLOOD RI 014: INCREASED RUNOFF. The proposed development of this site will adversely impact downstream property owners by increasing the rate and volume of flood flows. To mitigate this impact, the developer has proposed a detention basin. Although final design of the basin will not be required until the improvement plan stage of this development, the applicant's engineer has submitted a preliminary hydrology and hydraulics study that indicates that the general size, shape and location of the proposed basin is sufficient to mitigate the impacts of the development. 41. 50.FLOOD RI 015: INCREASED RUNOFF CRITERIA. The entire area of proposed development will be routed through a detention facility(s) to mitigate increased runoff.All basins must have positive drainage; dead storage basins shall not be acceptable. Storms to be studied will include the 1-hour, 3-hour, 6-hour and 24-hour duration events for the 2-year, 5-year and 10-year return frequencies. Detention basin(s) and outlet(s) sizing will ensure that none of these storm events has a higher peak discharge in the "after" condition than in the "before" condition. For the 2-year and 5-year events the loss rate will be determined using an AMC I condition. For the 10-year event AMC I I will be used. Constant loss rates shall be used for the 1-hour, 3-hour and 6-hour events. A variable loss rate shall be used for the 24-hour events. Low Loss rates will be determined using the following: 1. Undeveloped Condition --> LOW LOSS = 90% 2. Developed Condition --> LOW LOSS = .9 - (.8 X % IMPERVIOUS) 3. Basin Site --> LOW LOSS = 10% Where possible and feasible the on-site flows should be mitigated before combining with off-site flows to minimize the size of the detention facility required. If it is necessary to combine off-site and on-site flows into a detention facility two separate conditions should be evaluated for each duration/return period/before- after development combination studied; the first for the total tributary area (off-site plus on-site), and the second for the area to be developed alone (on-site). It must be clearly demonstrated that there is no increase in peak flow rates under either condition (total tributary area or on-site alone), for each of the return period/duration combinations required to be evaluated. A single plot showing the pre-developed, post-developed and routed hydrographs for each storm considered, shall be included with the submittal of the hydrology study. No outlet pipe(s)will be less than 18"in diameter. Where necessary an orifice plate may be used to restrict outflow rates. Appropriate trash racks shall be provided for all outlets less than 48" in diameter. 40 The basin(s) and outlet structure(s) must be capable of passing the 100-year storm without damage to the facility. Mitigation basins should be designed for joint use and be incorporated into open space or park areas. Side slopes should be no steeper than 4:1 and depths should be minimized where public access is uncontrolled. A viable maintenance mechanism, acceptable to both the County and the District, should be provided for detention facilities. Generally, this would mean a CSA, landscape district, parks agency or commercial property owners association. Residential homeowners associations would generally not be acceptable. 42. 50.FLOOD RI 022: BMP MAINTENANCE & INSPECTION. Unless an alternate viable maintenance entity is established, the CC&R's for the development's Homeowners Association (HOA) shall contain provisions for all structural BMPs to be inspected, and if required, cleaned no later than October 15 each year. The CC&R's shall identify the entity that will inspect and maintain all structural BMP's within the project boundaries. A copy of the CC&R's shall be submitted to the District for review and approval. 43. 50.FLOOD RI 023: STORM DRAIN MAINTENANCE, CITY OR DISTRICT. Inspection and maintenance of the storm drain system to be built with this tract must be performed by either the PW Engineering Department or the Flood Control District. The applicant/owner must request in writing that one of these agencies accept the proposed storm drain system. The request shall note the tract number, location, and briefly describe the system (sizes and lengths). Request to the District shall be addressed to Flood Control District's Chief Engineer, to the attention of the Chief of Planning Division. If the District is willing to accept the system, an agreement between the owner and the District must be executed. NOTE: Please refer to Cooperative Agreement 06-08-013 on file with the City and the District. Prior to Grading Permit Issuance 44. 60.FLOOD RI 003: MAP PHASING. If the tract is built in phases, each phase shall be protected from the 1 in 100 year tributary storm flows. 45. 60.FLOOD RI 004: EROSION CONTROL AFTER ROUGH GRADING. Temporary erosion control measures shall be implemented immediately following rough grading to prevent deposition of debris onto downstream properties or drainage facilities. Plans showing erosion control measures may be included as part of the grading plans, or submitted as a separate set of plans for City review and approval. Graded but undeveloped land shall provide, in addition to erosion control planting, any drainage facilities deemed necessary to correct or prevent erosion. Additional erosion protection may be required during the rainy season. 46. 60.FLOOD RI 005: OFFSITE EASEMENT OR REDESIGN. Offsite drainage facilities shall be located within dedicated drainage easements obtained from the affected property owner(s). Document(s) shall be recorded and a copy submitted to the City prior to recordation of the final map. Except as provided in Condition 50, below, if the developer cannot obtain such rights, the map should be redesigned to eliminate the need for the easement. 41 NOTE: To the extent the developer demonstrates that Riverside County Flood has determined this condition has been satisfied, the City shall deem this condition satisfied. 47. 60.FLOOD RI 006: ENCROACHMENT PERMIT REQUIRED. An encroachment permit shall be obtained for any work within the District right of way or any work involving District facilities. The encroachment permit application shall be processed and approved concurrently with the improvement plans. 48. 60.FLOOD RI 009: BMP — FILTRATION. Impervious areas shall be graded or constructed to drain to a filtration BMP or equally effective alternative. Filtration BMPs can be found in the attachment to Supplement A, "Selection and Design of Stormwater Quality Controls". Prior to Issuance of Certificate of Occupancy 49. 905LOOD RI 002: WQMP/BMP EDUCATION. Prior to issuance of Certificate of Occupancy, the developer/project owner shall provide the City proof of notification to future occupants of all non-structural BMP's and educational and training requirements for said BMP's as directed in the approved WQMP. Acceptable proof of notification must be in the form of a notarized affidavit at the minimum. The developer may obtain NPDES Public Educational Program materials from the Riverside County Flood Control District's (District) NPDES Section by either the District's website at www.floodcontrol.co.riverside.ca.us, or by calling the District's office directly. The developer must provide to the PW Engineering Department a notarized affidavit stating that the distribution of educational materials to future homebuyers has been completed prior to issuance of occupancy permits If conditioned for a Water Quality Management Report (WQMP), a copy of the notarized affidavit must be placed in the report. The PW Engineering Department MUST also receive the original notarized affidavit with the plan check submittal in order to clear the appropriate condition. Placing a copy of the affidavit without submitting the original will not guarantee clearance of the condition. 50. Garbani Line A. Prior to issuance of any Certificate of Occupancy within TR 28206-F, the developer of TR-28206-F shall complete the construction of the unfinished portion of Garbani Road and parkway fronting Line A termination, to the satisfaction of the PW Engineering Department. The developer can have the option to pay in-lieu of construction cost in case of the approved Line A termination necessitates the completion of the remaining Garbani improvements when the westerly continuation of Garbani Road ROW develops. The cost estimate shall be prepared, signed and stamped by the project's Engineer of Record, and shall be reviewed and approved by the PW Director. NOTE: The in lieu payment obligation under this condition is appliable only to the costs of the Garbani Road improvements if Line A termination causes the completion of the remaining Garbani improvements to occur when the westerly continuation of Garbani right of way develops. Costs and obligations associated with Line A are imposed by and through Riverside County Flood. To the extent the developer demonstrates that Riverside County Flood has determined this condition has been satisfied with regard 42 to Line A, the City shall deem the portion of this condition that relates to the physical Line A improvements (as compared to the realignment of Gabani Road) satisfied. D. STREET IMPROVEMENTS AND DEDICATIONS General Conditions 51. 107RANS 001:13RAINAGE 1. The land divider shall protect downstream properties from damages caused by alteration of the drainage patterns, i.e., concentration or diversion of flow. Protection shall be provided by constructing adequate drainage facilities including enlarging existing facilities and/or by securing a drainage easement. All drainage easements shall be shown on the final map and noted as follows: "Drainage Easement - no building, obstructions, or encroachments by landfills are allowed". The protection shall be as approved by the PW Engineering Department. 52. 10.TRANS 002: DRAINAGE 2. The land divider shall accept and properly dispose of all off-site drainage flowing onto or through the site. In the event the PW Engineering Department permits the use of streets for drainage purposes, the provisions of Article XI of Ordinance No. 460 will apply. Should the quantities exceed the street capacity or the use of streets be prohibited for drainage purposes, the sub-divider shall provide adequate drainage facilities and/or appropriate easements as approved by the PW Engineering Department. 53. 10.TRANS 007: STANDARD INTRODUCTION (ORD 460/461). With respect to the conditions of approval for the referenced tentative land division map, the land divider shall provide all street improvements, street improvement plans and/or road dedications set forth herein in accordance with City adopted Ordinances 460 and 461 and the City of Menifee Street Improvement Standards. It is understood that the tentative map correctly shows acceptable centerline elevations, all existing easements, traveled ways, and drainage courses with appropriate Q's, and that their omission, misrepresentation, or unacceptability may require the tentative map to be resubmitted for further consideration. All questions regarding the true meaning of the conditions shall be referred to the PW Engineering Department. 54. 10.TRANS 009: TS/CONDITIONS 1. Prior to City incorporation, this development was conditioned by the Riverside County Transportation Department to submit a Traffic Impact Analysis. The County reviewed the study and provided the following condition: The Transportation Department has reviewed the traffic study submitted for the referenced project. The study has been prepared in accordance with County- approved guidelines. We generally concur with the findings relative to traffic impacts. The Comprehensive General Plan circulation policies require a minimum of Level of Service 'C, except that Level of Service 'D' may be allowed with Board of Supervisors'approval in urban areas at intersections of any combination of major highways, arterials, expressways or state highways within one mile of a freeway interchange. 43 The study indicates that it is possible to achieve a Level of Service 'C'(or Level of Service 'D'within one mile of a freeway interchange) for the following intersections based on the traffic study assumptions. Newport Road//-215 SB Ramps Newport Road/1-215 NB Ramps Newport Road/Antelope Road Newport Road/Menifee Road Antelope Road/La Piedra Antelope Road/Holland Road Antelope Road/Craig Avenue Antelope Road/ Garbani Road La Piedra/Menifee Road Scott Road/I-215 SB Ramps Scott Road/I- 215 NB Ramps Scott/Antelope Road As such, the proposed project is consistent with this General Plan policy. The associated conditions of approval incorporate mitigation measures identified in the traffic study, which are necessary to achieve or maintain the required level of service. Prior to Map Phasing 55. 407RANS 001: OFF-SITE PHASE. Should the applicant choose to phase any portion of this project, said applicant shall provide off-site access roads to City maintained roads as approved by the PW Engineering Department. Prior to Final Map Recordation 56. 507RANS 002: STREET IMPROVEMENTS AND DEDICATIONS. Garbani Road shall be improved within the dedicated right-of-way in accordance with the plans approved by the PW Engineering Department and on file with City: (i) the Offsite Improvement Plans delta revision (modifying the required pavement improvement on Garbani Road), City Drawing No. IP15-027, approved August 3, 2015 (County Reference No. MS4061, File No. 945-N) and (ii) the Valley Wide and County- approved Landscape Plans for offsite Garbani & Palomar dated February 11, 2016 (County Reference No. 953-LL 1). Note: This Condition if fully superceded by Development Agreement Section 3.11.2, as set forth below: 3.11.2. Perimeter Improvements adjacent to Tract 2 (TR28206-2). Watt shall be solely responsible, at Watt's sole cost and expense, for processing all approvals for, installing, completing and obtaining acceptance by the City to achieve release of bonds relating to, all perimeter improvements to be located adjacent to the "Tract 2" (of the Tentative Map) boundary along Garbani Road and Palomar Road. The subject area is generally depicted on Exhibit "D" attached hereto. Perimeter improvements shall consist of the perimeter wall, landscaping, curb, gutter, trail and street improvements set forth on the Revised Perimeter Improvement Plans. All such perimeter improvements, except for parkway landscaping and trail, must be completed and approved by the City Engineer within the earlier to occur of (i) one year of the Effective Date of this Agreement or (ii) prior to issuance of a building permit within the Watt Property; provided, however, that the City may waive or modify this provision so as to allow for the issuance of building permits on the Watt Property prior to the completion of the perimeter improvements upon a showing to the satisaction of the City, in its sole and absolute discretion, 44 that (i) Watt has made best efforts to complete said improvements and (ii) Watt has a definitive plan for completing such improvements within a fixed timeline that is acceptable to City. The parkway landscaping and trail must be completed and approved (passed inspection) by the City Engineer by the later of (X) six (6) months after receipt of Valley-Wide's approval of the trail plans, and (Y) two (2) months after the completion of all other perimeter improvements required per the Revised Perimeter Improvement Plans (i.e., except for parkway landscaping and trail). This Section 3.11.2 is intended to fully satisfy and supersede Updated COA, Section III (Public Works), Conditions 56 and 60, and Section VI (Community Services Department) No. 12. To the extent of any inconsistency with the Updated COAs, this Section 3.11.2 shall control. 57. 'A' Street shall be improved within the dedicated right-of-way in accordance with County Standard No. 104, Section A. (50780') `A'Street complete; condition satisfied All remaining interior streets shall be improved within the dedicated right-of-way in accordance with County Standard No. 104, Section A. (40760') 58. 503RANS 004: IMPROVEMENT PLANS. Improvement plans for the required improvements must be prepared and shall be based upon a design profile extending a minimum of 300 feet beyond the project boundaries at a grade and alignment as approved by the PW Engineering Department. Completion of road improvements does not imply acceptance for maintenance by City. 59. 50.TRANS 005: SOILS 2. The developer/owner shall submit a preliminary soils and pavement investigation report addressing the construction requirements within the road right-of-way 60. 50.TRANS 006: PALOMAR ROAD AND CRAIG AVENUE FRONTING TR28206- 3 AND TR28206-F. The portions of Palomar Road and Craig Avenue directly fronting TR28206-3 and TR28206-F shall be improved with 32 feet of asphalt concrete pavement within a 45' part-width dedicated right-of-way in accordance with County Standard No. 104, Section A. (20'/30'), and as approved by the PW Engineering Department. NOTE: This condition fully superseded by Development Agreement Section 3.11.1 with respect to TR28206-f and Section 3.11.4 with respect to TR28206- 3, as set forth below: 3.11.1. Perimeter Improvements adjacent to Watt Property(TR28206-F). Watt shall be solely responsible, at Watt's sole cost and expense, for processing all approvals for, installing, completing and obtaining acceptance by the City to achieve release of bonds relating to, all perimeter improvements to be located adjacent to the Watt Property boundary along Craig Avenue. The subject area is generally depicted on Exhibit "D" attached hereto and incorporated herein by this reference. Perimeter improvements shall include the perimeter wall, landscaping, curb, gutter and street improvements built to City specifications, and as approved by the City Engineer. All such perimeter improvements must be 45 completed and approved (passed inspection) by the City Engineer before issuance of the 38th building permit on the Watt Property under the Development Approvals. 3.11.4. Perimeter Improvements adjacent to McKinley Property (TR28206-3). McKinley shall be solely responsible, at McKinley's sole cost and expense, for processing all approvals for, installing, completing and obtaining acceptance by the City to achieve release of bonds relating to, all perimeter improvements to be located adjacent to the McKinley Property boundary along Craig Avenue and Palomar Road. The subject area is generally depicted on Exhibit "D" attached hereto. Perimeter improvements shall include the perimeter wall, landscaping, curb, gutter and street improvements built to City specifications, and as approved by the City Engineer. All such perimeter improvements must be completed and approved (passed inspection) by the City Engineer before issuance of the 38th building permit on the McKinley Property. 61. GARBANI AVENUE AND PALOMAR ROAD FRONTING TR28206-1 AND TR28206-2. Prior to the issuance of a building permit in TR28206-F, the following offsite road improvements shall be completed or determined substantially complete by the PW Director/City Engineer. The improvements shall include, at a minimum, of pavement, C&G, sidewalk, street lights, landscaping on parkways and dedicated landscape easements, street striping and bike lanes per the plans referenced in Condition 56, above: • Garbani Avenue street improvements fronting TR28206-1 and TR28206-2. • Palomar Road street improvements fronting TR28206-2. NOTE: This Condition is fully superseded by Section 3.11.2 of the Development Agreement, which provides in full as follows: 3.11.2. Perimeter Improvements adjacent to Tract 2 (TR28206-2). Watt shall be solely responsible, at Watt's sole cost and expense, for processing all approvals for, installing, completing and obtaining acceptance by the City to achieve release of bonds relating to, all perimeter improvements to be located adjacent to the "Tract 2" (of the Tentative Map) boundary along Garbani Road and Palomar Road. The subject area is generally depicted on Exhibit "D" attached hereto. Perimeter improvements shall consist of the perimeter wall, landscaping, curb, gutter, trail and street improvements set forth on the Revised Perimeter Improvement Plans. All such perimeter improvements, except for parkway landscaping and trail, must be completed and approved by the City Engineer within the earlier to occur of(i) one year of the Effective Date of this Agreement or (ii) prior to issuance of a building permit within the Watt Property; provided, however, that the City may waive or modify this provision so as to allow for the issuance of building permits on the Watt Property prior to the completion of the perimeter improvements upon a showing to the satisfaction of the City, in its sole and absolute discretion, that (i) Watt has made best efforts to complete said 46 improvements and (ii) Watt has a definitive plan for completing such improvements within a fixed timeline that is acceptable to City. The parkway landscaping and trail must be completed and approved (passed inspection) by the City Engineer by the later of (X) six (6) months after receipt of Valley-Wide's approval of the trail plans, and (Y) two (2) months after the completion of all other perimeter improvements required per the Revised Perimeter Improvement Plans (i.e., except for parkway landscaping and trail). This Section 3.11.2 is intended to fully satisfy and supersede Updated COA, Section III (Public Works), Conditions 60, and Section VI (Community Services Department) No. 12. To the extent of any inconsistency with the Updated COAs, this Section 3.11.2 shall control. 62. BIKE LANES. The following streets shall be provided with appropriate signing and striping to include bike lanes per the City General Plan designations: • Class II Bike lane on the north side of Garbani Avenue fronting the development • Class III Bike lane on the west side of Palomar Road fronting the development • Class III Bike lane on the south side of Craig Avenue fronting the development. The lanes shall be striped with acceptable transitions beyond project boundary limits as approved by the PW Traffic Engineer. 63. 507RANS 008: OFF-SITE ROW. The off-site rights-of-way required for said access road(s) shall be accepted to vest title in the name of the public if not already accepted. 64. 507RANS 011: OFF-SITE ACCESS. The landowner/developer shall provide/acquire sufficient public off-site rights-of-way to provide for two paved access roads to a paved and maintained road. Said access roads shall be constructed in accordance with City standards at a grade and alignment approved by the PW Engineering Department. Should the applicant fail to provide/acquire said off-site right-of-way, the map shall be returned for redesign. The applicant will be required to provide the appropriate environmental clearances for said off-site improvements prior to recordation or the signature of any street improvement plans. Said off-site access road shall be the westerly extension of Garbani Road to Antelope Road. Said off-site access road shall be the westerly extension of Craig Avenue to Antelope Road. NOTE: Condition satisfied with -1 and-2 final maps. 65. 507RANS 013: EASEMENTS ON FINAL MAP. Any easement not owned by a public utility, public entity or subsidiary, not relocated or eliminated prior to final map approval, shall be delineated on the final map in addition to having the name of the easement holder, and the nature of their interests, shown on the map. 47 66. 507RANS 014: ACCESS RESTRICTION. Lot access shall be restricted on Garbani Road and shall be noted on the final map. NOTE: Condition satisfied with-1 and-2 final maps that front Garbani Road. 67. 507RANS 015: STRIPING PLAN. A signing and striping plan is required for this project. The applicant shall be responsible for any additional paving and/or striping removal caused by the striping plan. Traffic signing and striping shall be performed by City forces with all incurred costs borne by the applicant, unless otherwise approved by the City Traffic Engineer. 68. 507RANS 016: STREET NAME SIGN. The land divider shall install street name sign(s) in accordance with City standards as directed by the PW Engineering Department. 69. 507RANS 019: LANDSCAPING MAINTAINED BY CITY, OR OTHER AGENCY MAINTENANCE DISTRICT. The property owner shall comply with landscaping requirements within public road/rights-of-way, in accordance with City adopted Ordinance 461. Landscaping shall be submitted on standard City plan sheet format (24" X 36"), and shall be submitted with the street improvement plans for review and approval by the PW Engineering Department. For service maintenance to be annexed to City administered maintenance district; the plans shall depict ONLY such facilities for maintenance by the City-Administered special districts. NOTE: Requirement for landscape plans satisfied with plans for Garbani Road referenced in Condition No. 56 above. Requirement for annexation satisfied with annexation to the Valley-Wide Menifee Park South LMD. 70. LANDSCAPING WITHIN PUBLIC ROW. Landscaping within public road rights-of- way shall comply with the PW Department standards and require approval by the PW Engineering Department. NOTE: This condition is deemed satisfied through participation in Valley- Wide Menifee Park South LMD. 70.A 507RANS 021. ASSESSMENT DISTRICT. Should this project lie within any assessment/benefit district,the applicant shall, prior to final map recordation, make application and pay for the reapportionment or segregation of the assessments or pay the unit fees in the benefit district unless said fees are deferred to building permit. The developer shall be responsible for the cost of processing the assessment segregation. 71. 507RANS 022: INTERSECTION/50' TANGENT. All centerline intersections shall be at 90 degrees, plus or minus 5 degrees, with a minimum 50' tangent, measured from flowline/curb face or as approved by the PW Engineering Department. *NOTE* Street 'A' is exempted from this requirement. 72. 50 TRANS 023: STREET LIGHT PLAN. A separate street light plan is required for this project. Street lighting shall be designed in accordance with City of Menifee Standard Plans and Specifications, or as approved by the PW Director/City Engineer. 48 73. 507RANS 024: STREET LIGHT 1 CERTIFICATION. Prior to RECORDATION, the landowner shall receive and provide to PW Engineering Department, a Certificate of Completion for street lights from LAFCO, for those projects within a County Service Area. NOTE: Condition inapplicable. Street lights for-3 and—F to be included in CFD 2015-2. 74. 507RANS 025: STREET LIGHTS-CSA and L&LMD. The property owner shall verify whether the development is already within an existing CSA, or the County Transportation Consolidated L&LMD 89-1C for the maintenance of public streetlights. If not currently within an existing CSA or L&LMD 89-1C for maintenance of public street lights, annexation into the Citywide CFD 2015-2 shall be completed. NOTE: Street lights for-3 and—F to be included in CFD 2015-2. 75. ONSITE AND OFFSITE PUBLIC STREET LIGHTS OWNERSHIP AND MAINTENANCE. All proposed new public street lights shall be designed in accordance with City approved standards and specifications, as determined and approved by the PW Director. Unless determined otherwise by the PW Director/City Engineer, the City shall have ownership and maintenance of all proposed public street lights and associated appurtenances, and therefore shall be provided with adequate service points for power. The design shall be incorporated in the project's street improvement plans or in a separate street light plan or as determined and approved by the PW Director 76. PUBLIC STREET LIGHT SERVICE POINT ADDRESSING. The developer shall coordinate with the PW Department and with Southern California Edison the assignment of addresses to public street light service points. These service points shall also be owned by the City and shall be located within the public right of way or within duly dedicated public easements. 77. STREET SWEEPING AND MAINTENANCE. Prior to recordation of the remaining two map phases, TR28206-3 and TR28206-F, annexation into the citywide Community Facilities District CFD 2015-2 shall be completed. Annexation into the CFD will provide for the availability of funding source for the street sweeping and maintenance of public streets created by these developments. The cost of annexation shall be the responsibility of the developers. 77. 507RANS 027: TS/DESIGN. The project proponent shall be responsible for the design of traffic signals at the intersections of: - Garbani Road/Antelope Road - Scott Road/Antelope Road - Scott Road/1-215 Northbound Ramps - Scott Road/1-215 Southbound Ramps with fee credit eligibility, or as approved by the PW Engineering Department. 49 Installation of the signals shall be per COA 86 (90.TRANS.6). NOTE: All signals complete; condition fully satisfied. 78. 507RANS 028: R & B B D (Road and Bridge Benefit District). Prior to the recordation of the final map, or any phase thereof, the project proponent shall pay fees in accordance with Zone A of the Scott Road and Bridge Benefit District. Should the project proponent choose to defer the time of payment, a written request shall be submitted to the County, deferring said payment to the time of issuance of a building permit. Fees which are deferred shall be based upon the fee schedule in effect at the time of issuance of the permit. 79. 507RANS 029: TRAFFIC SIGNALS. The project proponent shall comply in accordance with traffic signal requirements within public road rights-of-way, in accordance with Ordinance 461. Traffic signals shall be installed at the intersection(s) of Garbani Road/Antelope Road, Scott Road/Antelope Road, Scott Road/1-215 Northbound Ramps, and Scott Road/1-215 Southbound Ramps. Assurance of traffic signal maintenance is required by filing an application for annexation to Landscaping and Lighting Maintenance District No. 89-1- Consolidated, or a similar mechanism administered by the City of Menifee. NOTE: Signals installed and annexed to LLMD 89-1; condition fully satisfied 80. 507RANS 030: UTILITY PLAN. Electrical power, telephone, communication, street lighting, and cable television lines shall be designed to be placed underground in accordance with Ordinances 460 and 461, or as approved by the PW Engineering Department. The applicant is responsible for coordinating the work with the serving utility company. This also applies to existing overhead lines which are 33.6 kilovolts or below along the project frontage and between the nearest poles offsite in each direction of the project site. A disposition note describing the above shall be reflected on design improvement plans whenever those plans are required. A written proof for initiating the design and/or application of the relocation issued by the utility company shall be submitted to the PW Engineering Department for verification purposes. Prior to Building Permit Issuance 81. 807RANS 001: GARAGE DOORS. Garage door setbacks for all residential zones shall be 20 feet for a roll-up door, measured from the back of the sidewalk to the face of garage door or the face of the curb if no sidewalk is required, or 20 feet from the street right-of-way, whichever setback is greater. Prior to Issuance of Certificate of Occupancy 82. 907RANS 002: 80% COMPLETION. Occupancy releases will not be issued to Building and Safety for any lot exceeding 80% of the total recorded residential lots within any map or phase of map prior to completion of the following improvements: a. Primary and Alternate (secondary) access roads shall be completed and paved to finish grade according to the limits indicated in the improvement plans and as noted elsewhere in these conditions. b. Interior roads shall be completed and paved to finish grade according to the limits indicated in the improvement plans and as noted elsewhere in 50 these conditions. All curbs, gutters, sidewalks and driveway approaches shall be installed. c. Storm drains and flood control facilities shall be completed according to the improvement plans and as noted elsewhere in these conditions. Written confirmation of acceptance for use by the Flood Control District, if applicable, is required. d. Water system, including fire hydrants, shall be installed and operational, according to the improvement plans and as noted elsewhere in these conditions. All water valves shall be raised to pavement finished grade. Written confirmation of acceptance from water purveyor is required. e. Sewer system shall be installed and operational, according to the improvement plans and as noted elsewhere in these conditions. All sewer manholes shall be raised to pavement finished grade. Written confirmation of acceptance from sewer purveyor is required. f. Landscaping and irrigation, water and electrical systems shall be installed and operational in accordance with County Ordinance 461. The 80% completion shall not apply to BMP facilities serving as water quality BMP in the project's approved WQMP, if one has been required; or in the project's overall low impact development design in lieu of a WQMP. These BMP facilities must be complete and operational prior to issuance of any Certificate of Occupancy. 83. 907RANS 003: WRCOG TUMF. Prior to the issuance of an occupancy permit, the project proponent shall pay the Transportation Uniform Mitigation Fee (TUMF) in accordance with the fee schedule in effect at the time of issuance, pursuant to Ordinance No. 824. 84. TUMF AGREEMENT. The developer may seek credit for its participation in the Scott Road CFD and/or constructing TUMF eligible facilities provided the developer enters into the applicable TUMF Credit and Reimbursement Agreement with the applicable parties prior to the payment of TUMF fees as required under the TUMF Program. The agreement shall comply with all ordinances, including the WRCOG TUMF Ordinance and the City of Menifee TUMF Ordinance. All costs associated with the review and approval of any agreement shall be the responsibility of the developer. NOTE: This condition is intended to be fully superseded by Development Agreement Section 3.12.6, as follows, so long as the agreement contemplated in Section 3.12.16 is entered into prior to issuance of a certificate of occupancy: 3.12.6. City agrees that the Project is subject to the Scott Road CFD No. 05-8. To receive TUMF credit for its participation in the Scott Road CFD No. 05-8, the parties acknowledge that the applicable Owner must enter into a "Community Facilities District 05-08 (Scott Road CFD) Improvement Credit Agreement Transportation Uniform Mitigation Fee Program" ("TUMF Credit Agreement') with the County and the City, which must be approved by both the County Board of Supervisors and the City Council. The City shall not unreasonably withold or delay its processing 51 and/or execution of the TUMF Credit Agreement and shall, at no cost to the City and with the full cooperation of the applicable Owner, use reasonable and diligent efforts to seek County approval of such TUMF Credit Agreement. The Owners acknowledge that the City does not have any authority to direct the County or the TUMF program. 85. 907RANS 004: STREET LIGHTS INSTALLATION. Install street lights along the streets associated with development in accordance with City approved street lighting plan and standards. Street light annexation into L&LMD or similar mechanism as approved by the PW Engineering Department shall be completed. 86. 907RANS 006: TS/INSTALLATION. The project proponent shall be responsible for the construction and installation of traffic signals at the following locations: (prior to the first building final inspection) - Garbani Road/Antelope Road - Scott Road/Antelope Road - Scott Road/1-215 Northbound Ramps - Scott Road/1-215 Southbound Ramps with fee credit eligibility, or as approved by the PW Engineering Department. *Added by PC 02/02/04* The project proponent shall contact the PW Engineering Department and enter into an agreement for signal mitigation fee credit or reimbursement prior to start of construction of the signals. All work shall be preapproved by and shall comply with the requirements of the PW Engineering Department and the public contacts code in order to be eligible for fee credit or reimbursement. NOTE: Condition satisfied;signals installed and accepted. 87. 907RANS 008: TRAFFIC SIGNAL. Prior to issuance of an occupancy permit the project proponent shall complete annexation to Landscaping and Lighting Maintenance District NO. 89-1-Consolidated for maintenance of traffic signals within public road rights-of-way. NOTE: Condition satisfied. Signals installed and annexed to LLMD 89-1. 88. 907RANS 011: UTILITY INSTALL. Electrical power, telephone, communication, street lighting, and cable television lines shall be placed underground in accordance with Ordinances 460 and 461, or as approved by the PW Engineering Department. This also applies to existing overhead lines which are 33.6 kilovolts or below along the project frontage and between the nearest poles offsite in each direction of the project site. A certificate should be obtained from the pertinent utility company and submitted to the PW Engineering Department as proof of completion. E. WATER, SEWER AND RECYCLED WATER Prior to Final Map Recordation 52 89. 50.E HEALTH 001: WATER PLAN. A water system shall have plans and specifications approved by Eastern Municipal Water District (EMWD) and the PW Engineering Department. NOTE: To the extent the developer demonstrates that Eastern Municipal Water District has determined this condition has been satisfied, the City shall deem this condition satisfied 90. 50.E HEALTH 002: BOND AGREEMENT AND IMPROVEMENT SECURITY. The developer/property owner shall enter into bond agreements and post security in forms acceptable to the City guaranteeing the construction of all required water improvement. 91. 50.E HEALTH 003: SEWER PLAN. All required sewer improvement system shall be drawn on mylar plans, reviewed and approved by the EMWD and the PW Engineering Department. NOTE: To the extent the developer demonstrates that Eastern Municipal Water District has determined this condition has been satisfied, the City shall deem this condition satisfied Prior to Building Permit Issuance 92. 80.B&S 001: SEWER BACKFLOW VALVE REQUIRED. PER THE REVIEW OF THE EASTERN MUNICIPAL WATER DISTRICT THE FOLLOWING LOTS WILL REQUIRE A SEWER BACKFLOW VALVE: TR28206-3 LOTS 5, 6, 13, 20, 21, 26, 28, 36, 43, 44, 47, & 48. TR28206-F LOTS 3, 4, 8, 9, 12, 14, 15, 20-25, 39-41, 52-56, & 61-63. F. NPDES, SWPPP AND WATER QUALITY General Conditions 93. COMPLY WITH MMC 15.01. The development shall comply with the requirements of the City of Menifee Municipal Code Chapter 15.01 for Stormwater/Urban Runoff Management Program (NPDES Program). Tentative Tract Map (TTM) 28206 has been originally approved by the Riverside County Board of Supervisors on May 4, 2004, prior to the implementation of a project specific Water Quality Management Plan (WQMP) by the Santa Ana River Water Quality Control Board (Regional Board). Absent a project specific WQMP in compliance with guidelines in effect at the time of TTM approval, the development is still required to implement Low Impact Development techniques and source control BMPs as approved by the PW Engineering Department. The development may still be required to comply with current NPDES requirement, including provision of a project specific WQMP, should the project apply for a site revision that requires discretionary approval by the Planning Commission or the City Council. 53 Prior to Building Permit Issuance 94. SWRCB, Trash Amendments: The State Water Resources Control Board, Resolution adopted an amendment to the Water Quality Control Plan for ocean waters of California to control trash, and Part 1 Trash Provisions of the Water Quality Control Plan for inland surface waters, enclosed bays, and estuaries of California. Applicable requirements per these amendments shall be adhered to with implementation measures, prior to building permit issuance. Projects determined as within Priority Land Uses as defined in the amendment, shall provide full trash capture devices in all new catch basins and existing catch basins to which this development will be tributary to. Devices shall meet the requirement of the new Trash Amendment. G. WASTE MANAGEMENT 95. AB 341. AB 341 focuses on increased commercial waste recycling as a method to reduce greenhouse gas (GHG) emissions. The regulation requires businesses and organizations that generate four or more cubic yards of waste per week and multifamily units of 5 or more, to recycle. A business shall take at least one of the following actions in order to reuse, recycle, compost, or otherwise divert commercial solid waste from disposal: a. Source separate recyclable and/or compostable material from solid waste and donate or self-haul the material to recycling facilities. b. Subscribe to a recycling service with their waste hauler. c. Provide recycling service to their tenants (if commercial or multi-family complex). d. Demonstrate compliance with the requirements of California Code of Regulations Title 14. For more information please visit: www.rivcowm.org/opencros/recyclying/recycling and compost business.html#m andatory 96. AB 1826. AB 1826 (effective April 1, 2016) requires businesses that generate eight (8) cubic yards or more or organic waste per week to arrange for organic waste recycling services. The threshold amount of organic waste generated requiring compliance by businesses is reduced in subsequent years. Businesses subject to AB 1826 shall take at least one of the follo9wing actions in order to divert organic wast4e from disposal: a. Source separate organic material from all other recyclables and donate or self-haul to a permitted organic waste processing facility. b. Enter into a contract or work agreement with gardening or landscaping service provider or refuse hauler to ensure the waste generated from those services meet the requirements of AB 1826. c. Consider xeriscaping and using drought tolerant/low maintenance vegetation in all landscaped areas of the project. 54 Prior to Building Permit Issuance 97. Recyclables Collection and Loading Area Plot Plan. Prior to the issuance of a building permit for each building, the applicant shall submit three (3) copies of a Recyclables Collection and Loading Area plot plan to the City of Menifee Engineering/Public Works Department for review and approval. The plot plan shall show the location of and access to the collection area for recyclable materials, along with its dimensions and construction detail, including elevation/fagade, construction materials and signage. The plot plan shall clearly indicate how the trash and recycling enclosures shall be accessed by the hauler. 98. Waste Recycling Plan. Prior to the issuance of a building permit for each building, a Waste Recycling Plan (WRP) shall be submitted to the City of Menifee Engineering/Public Works Department approval. At a minimum, the WRP must identify the materials (i.e., concrete, asphalt, wood, etc.) that will be generated by construction and development, the projected amounts,the measures/methods that will be taken to recycle, reuse, and/or reduce the amount of materials, the facilities and/or haulers that will be utilized, and the targeted recycling or reduction rate. During project construction, the project site shall have, at a minimum, two (2) bins; one for waste disposal and the other for the recycling of Construction and Demolition (C&D) materials. Additional bins are encouraged to be used for further source separation of C&D recyclable materials. Accurate record keeping (receipts) for recycling of C&D recyclable materials and solid waste disposal must be kept. Arrangements can be made through the franchise hauler. Prior to Final Map Recordation 99. Waste Management Clearance. Prior to issuance of an occupancy permit for each building, evidence (i.e., receipts or other type of verification) shall be submitted to demonstrate project compliance with the approved WRP to the Engineering and Public Works Department in order to clear the project for occupancy permits. Receipts must clearly identify the amount of waste disposed and Construction and Demolition (C&D) materials recycled. 100. Annexation to the Citywide Community Facilities District(CFD) 2015-2 - Prior to City incorporation, this development was conditioned to annex into the Riverside County Transportation and Land Management Agency (TLMA) Consolidated Landscape and Lighting Maintenance District (L&LMD) 89-1C, the Riverside County Economic Development Agency's (EDA) County Service Area (CSA), and the Valley-Wide L&LMD. These entities were to provide maintenance services of certain public facilities that will benefit the proposed development. Upon city incorporation, the City of Menifee has taken over the administration of the CSA and the L&LMD 89-1 C for properties within City boundaries. Although the City now has oversight, annexations into these Districts are no longer considered by the TLMA and the EDA. For portions of the development that have not completed the required district annexations, the annexation will be to the newly established citywide Community Facilities District (CFD 2015-2). The annexation shall be completed prior to final map recordation. The developer/property owner shall be 55 responsible for all cost associated with the annexation of the proposed development in the citywide CFD. The development is proposing construction of certain facilities that will eventually become public or will require provision of public services. These include maintenance and operation of water quality basins, street sweeping and maintenance, landscape, streetlights, and graffiti abatement, and public parks. H. FEES, DEPOSITS AND DEVELOPMENT IMPACT FEES 100. FEES AND DEPOSITS. Prior to approval of final maps, grading plans, improvement plans, issuance of building permits, or issuance of certificate of occupancy, whichever is applicable, the developer/property owner shall pay all required fees, deposits and impact fees. These shall include the regional Transportation Uniform Mitigation Fee (TUMF), any applicable Traffic Signal Mitigation Fees, Development Impact Fees (DIF), RBBD, and any applicable regional fees. Said fees and deposits shall be collected at the rate in effect at the time of collection as specified in current City resolutions and ordinances. 56 Section IV: Riverside County Fire Department Conditions of Approval 57 General Conditions 1. West Fire Protection Planning Office Responsibility. It is the responsibility of the recipient of these Fire Department conditions to forward them to all interested parties. The building case number is required on all correspondence. Questions should be directed to the Riverside County Fire Department, Fire Protection Planning Division at 2300 Market St. Suite 150, Riverside, CA 92501. Phone: (951) 955-4777, Fax: (951) 955-4886. 2. City Case Statement. With respect to the conditions of approval for the referenced project, the Fire Dept. recommends the following fire protection measures be provided in accordance with Riverside County Ordinances and/ or recognized fire protection standards. 3. Blue Dot Reflectors. Blue retro-reflective pavement markers shall be mounted on private streets, public streets and driveways to indicate location of fire hydrants, prior to installation, placement of markers must be approved by the Riverside County Fire Dept. 4. Hydrant/Spacing. Schedule A fire protection approved standard fire hydrants, (6"x4"x2 1/2") located one at each street intersection and spaced no more than 330 feet apart in any direction, with no portion of any lot frontage more than 165 feet from a hydrant. Minimum fire flow shall be 1000 GPM for 2 hour duration at 20 PSI. Shall include perimeter streets at each intersection and spaced 660 feet apart. Prior to Final Map 5. Water Plans. The applicant or developer shall furnish one copy of the water system plans to the Fire Department for review. Plans shall be signed by a registered civil engineer, containing a Fire Department approval signature block, and shall conform to hydrant type, location, spacing and minimum fire flow. Once plans are signed by the local water company, the originals shall be presented to the Fire Department for signature. 6. ECS — Roofing Material. ECS map must be stamped by the Riverside County Surveyor with the following note: All buildings shall be constructed with class "A" material as per the California Building Code. 7. ECS - Water System Installed Prior to Bldg. ECS map must be stamped by the Riverside County Surveyor with the following note: The required water system including fire hydrants shall be installed and accepted by the appropriate water agency prior to any combustible building materials being placed on an individual lot. Prior to Issuance of Building Permit 8. Tract Water Verification. The required water system, including all fire hydrant(s), shall be installed and accepted by the appropriate water agency and 58 the Riverside County Fire Department prior to any combustible building material placed on an individual lot. Contact the Riverside County Fire Department to inspect the required fire flow, street signs, all weather surface and all access primary and/or secondary. Approved water plans must be on the job site. 9. Sprinkler System Residential. Residential fire sprinklers are required in all one and two family dwellings per the California Residential code, California Building Code and the California Fire Code. Install Fire Sprinkler Systems per NFPA 13D, 2013 Edition. Plans must be submitted to the Fire Department for review and approval prior to building permit issuance. Prior to Final Inspection 10. Sprinkler System Residential. Residential fire sprinklers are required in all one and two family dwellings per the California Residential code, California Building Code and the California Fire Code. Install Fire Sprinkler Systems per NFPA 13D, 2013 Edition. Installation of the fire sprinklers will be verified prior to issuance of occupancy. 59 Section V: Riverside County Environmental Health Conditions of Approval 60 General Conditions 1. Eastern Municipal Water District. Eastern Municipal Water District (EMWD) potable water service and sanitary sewer service is proposed. It is the responsibility of the developer to ensure that all other requirements to obtain potable water service and sanitary sewer service are met with EMWD, as well as, all other applicable agencies. 2. Retention Basins. Any proposed retention basins shall be constructed and maintained in a manner that prevents vector breeding and vector nuisance. Prior to Final Map 3. Water System. A water system shall have plans and specifications approved by Eastern Municipal Water District and the Department, the City Engineering Department, of Environmental Health. NOTE: To the extent the developer demonstrates that Eastern Municipal Water District and the Riverside County Department of Environmental Health has determined this condition has been satisfied, the City shall deem this condition satisfied 4. Financial Arrangements. Financial arrangements (securities posted) must be made for the water improvement plans and be approved by City Attorney. 5. Sewer System. A sewer system shall have my►ar plans and specifications as approved by the Eastern Municipal Water District, the City Engineering Department and the Department of Environmental Health. NOTE: To the extent the developer demonstrates that Eastern Municipal Water District and the Riverside County Department of Environmental Health has determined this condition has been satisfied, the City shall deem this condition satisfied 6. Annexation. Annexation proceedings must be finalized with the applicable purveyor for sanitation service. 61 Section VII : Community Services Department Conditions of Approval 62 General Conditions 1. Trail Maintenance. The land divider, or any successor-in-interest to the land divider, shall be responsible for maintenance and upkeep of any trail easement required under these conditions until such time as the maintenance is taken over by a Communities Facilities District or any other appropriate maintenance district. NOTE: Condition satisfied. Based on the Quimby Agreement dated July 2007, annexation into Valley-wide for maintenance has occurred. 2. Park Plans. Park plans must be consistent with the City of Menifee Municipal Code Chapter 9.86 "Park Design, Landscaping and Tree Preservation", the Park Development Guidelines, Menifee Municipal Code Chapter 15.04 "Landscape Water Use Efficiency Requirements" and Eastern Municipal Water District requirements. Prior to Map Recordation 3. Trail Dedication. The County's Regional Trail map locates a Regional Multi- purpose Recreation Trail on Garbani Road. Prior to or in conjunction with the recordation of the final map, the District requires that the applicant provided a 20' wide dedicated trail easement, outside of road ROW to accommodate trail development. NOTE: Condition satisfied. The trail easement was included on the final maps for TR28206-1 and-2. 4. Offer of Trails.An offer of dedication to the County of Riverside for a twenty foot 20' wide regional trail along Garbani Rd shall be noted on both the FINAL MAP and the Environmental Constraints Sheet. NOTE: Condition satisfied. The trail easement was included on the final maps for TR28206-1 and-2. 5. Trail Maintenance. The land divider shall form or annex to a trails maintenance district or other maintenance district approved by the Community Service Department, for the maintenance 20 foot wide community trail located along Garbani Rd. The land divider, or the land divider's successors-in-interest or assignees, shall be responsible for the maintenance of the community trail easement until such time as the maintenance is taken over by the appropriate maintenance district. NOTE: Condition satisfied. Based on the Quimby Agreement dated July 2007, annexation into Valley-wide for maintenance has occurred. 63 6. Trail Plans. The applicant shall submit a trails plan (minor plot plan application) to the City of Menifee Community Development Department for review and approval prior to recordation of the final map or prior to grading permit issuance, whichever occurs first. This trails plan shall show the trail with all topography, grading, fencing, cross-sections, bike lanes, street crossings and under crossings, signage (if appropriate), lighting and landscaping. Trail crossings shall be located as indicated on the APPROVED TENTATIVE MAP. NOTE: Condition fully satisfied by plans approved and on file with City: (i) the Offsite Improvement Plans delta revision (modifying the required pavement improvement on Garbani Road), City Drawing No. IP15-027, approved August 3, 2015(County Reference No. MS4061, File No. 945-N) and(ii) the Valley Wide and County-approved Landscape Plans for offsite Garbani& Palomar dated February 11, 2016 (County Reference No. 953-LL 1). 7. Quimby Fees. The land divider shall submit to the Planning Department - Development Review Division a duly and completely executed agreement with the County Service Area No. 152 which demonstrates to the satisfaction of the County that the land divider has provided for the payment of parks and recreation fees and/or dedication of land for the TENTATIVE MAP in accordance with Section 10.35 of County Ordinance No. 460. NOTE:A Quimby Agreement for the entire tract was prepared and is dated July 23, 2007. Agreement is in the case file. Quimby fees required to be paid prior to occupancy of each lot per the Quimby Agreement. Prior to Final Inspection 8. Park Performance Securities. Prior to the issuance of the first certificate of occupancy within the TR28206-3 or TR28206-F, the developer shall provide a sufficient surety, as determined by the Community Services Director, to guarantee the park improvements located within the development. The surety shall be in an amount necessary to guarantee the installation of plantings, irrigation system, walls and/or fences, recreation equipment and other improvements in accordance with the approved parks plan. Securities may require review by the City Attorney and other staff. Permit holder is encouraged to allow adequate time to ensure that securities are in place. The performance security may be released one year after structural final, inspection report, and the Six Month and One-Year Post Establishment report confirms that the park, including all planting and irrigation components have been adequately installed and maintained. NOTE: This condition is fully superseded by Development Agreement Section 3.11.5, as follows: 3.11.5 Park Obligations. McKinley shall be solely responsible for diligently (i) preparing and processing improvements plans (the "Park Plans") for the Park, (ii) acquiring all necessary approvals for the Park Plans (which will include, among other specifications, the grading plans 64 and quantities) from the City and Valley-Wide, and (iii) upon acquiring all such necessary approvals from the City and Valley-Wide, installing, constructing and completing the Park improvements in accordance with the approved Park Plans. The City acknowledges that prior to or concurrent with its approval of this Agreement, the City's Parks Recreation &Trails Commission has approved a Conceptual Landscape Master Plan for the Terra Bella Park ("2017 Conceptual Plan") that is substantially consistent with (i) a Conceptual Landscape Master Plan prepared by Achiterra Design Group dated November 2012 (File No. ADF JOB #1107) ("2012 Conceptual Plan"), and (ii) modified in accordance with comments on the 2012 Conceptual Plan furnished to McKinley in October 2016. Upon approval of the 2017 Conceptual Plan, the 2017 Conceptual Plan shall become a portion of the Land Use Regulations. McKinley shall commence Park improvements work upon the later to occur of the following: (A) receipt of Valley-Wide's approval of commencement of the Park improvements work and (B) sixty (60) days following the Park reaching the final grade elevation therefor specified in the approved Park Plans ("Final Grade Elevation"). McKinley shall complete the Park improvements prior to the issuance of the 38th building permit on the McKinley Property. As part of its Park obligations, McKinley shall, to the best of its ability, (a) monitor the progress of the soil import activities and grading in the Park basin so that McKinley can estimate for the Parties when the Final Grade Elevation will be achieved, and (b) timely submit the Park Plans to Valley-Wide, and work with Valley-Wide to obtain Valley-Wide's approval for commencing the Park improvements work within sixty (60) days of achieving the Final Grade Elevation. (a) Excuse for Non-Performance. McKinley's obligations to commence and complete constructions in accordance with the requirements of Section 3.11.5 may be modified upon a demonstration by McKinley to the City Manager or his/her designee that McKinley has made reasonable and appropriate efforts to obtain approvals from Valley Wide to proceed with the Park improvements, but Valley Wide has, due to factors beyond McKinley's control, failed and refused to issue such approvals. The determination by the City Manager or his/her designee to grant relief to McKinley under this Section 3.11.5(a) shall be upheld unless it is demonstrated that said determination was arbitrary and capricious. (b) Performance Bond. Prior to the issuance of the next building permit for a residential unit within the McKinley Property (TR28206-3), McKinley shall provide a performance bond for the City in a form acceptable to the City Attorney and in an amount sufficient to pay the City's reasonable costs of completing the Park improvements. The City may, in its sole discretion, call the bond and complete the Park improvements if either (i) the Park improvements are not commenced within 24 months of the effective date or (ii) the Park improvements are not completed within 36 months of the effective date. If, and only if, the Deattachment Application is approved such that ownership of the Park is 65 transferred in fee from Valley-Wide to the City, once the performance bond has been provided to the City, in an amount approved by the City, the City's remedies for enforcing McKinley's obligations to commence and/or complete the Park under this Section 3.11.5 shall be limited to either (i) specific performance or (2) calling the performance bond and completing the Park improvements under this subsection (b). 9. Quimby Fees. Evidence of payment of Quimby fees shall be provided to the city prior to the issuance of the first certificate of occupancy of any dwelling unit in the subdivision. The amount of Quimby fees paid shall be consistent with the amount determined by the existing Quimby Agreement. Prior to Issuance of a Given Building Permit 10. Park Plans. PRIOR TO THE ISSUANCE OF THE 70th building permit within TR28206, detailed park plans shall be submitted to and approved by the Planning Department and the County Service Area No. 152. The park plans need not be working drawings, but shall include landscape and irrigation plans, descriptions and placement of recreational facilities and documentation evidencing a permanent maintenance mechanism for the park and its facilities. NOTE: Previous approval of concept park plans (Plot Plan No. 2012-133) hase expired. A new concept park plan (Plot Plan No. 2017-177) is in process and this condition is outstanding. 11. Park Construction. PRIOR TO THE ISSUANCE OF the 14011 building permit within the TR28206, the park shall be constructed and open to the public. NOTE: This Condition is fully superseded by Section 3.11.5 of the Development Agreement, which provides as set forth under Condition 8, above. 12. Trail Construction. Prior to the final inspection of the 130 home, the applicant shall construct the trail along Garbani Road. The trail shall be 10 feet wide and shall be constructed as per City of Menifee standards. Applicant shall provide striping for bike lanes on Garbani Road (class III), Palomar Road (class III), and Craig Avenue (class II). In order for this condition to be cleared, the applicant shall arrange for an in-field inspection of the constructed trail by the Community Services Department. Please allow for 5 working days for the inspection to be performed. NOTE: This Condition is fully superseded by Section 3.11.2 of the Development Agreement, which provides as follows: 3.11.2. Perimeter Improvements adjacent to Tract 2 (TR28206-2). Watt shall be solely responsible, at Watt's sole cost and expense, for processing all approvals for, installing, completing and obtaining acceptance by the City to achieve release of bonds relating to, all perimeter improvements to be located adjacent to the "Tract 2" (of the Tentative Map) boundary along Garbani Road and Palomar Road. The 66 subject area is generally depicted on Exhibit "D" attached hereto. Perimeter improvements shall consist of the perimeter wall, landscaping, curb, gutter, trail and street improvements set forth on the Revised Perimeter Improvement Plans. All such perimeter improvements, except for parkway landscaping and trail, must be completed and approved by the City Engineer within the earlier to occur of(i) one year of the Effective Date of this Agreement or (ii) prior to issuance of a building permit within the Watt Property; provided, however, that the City may waive or modify this provision so as to allow for the issuance of building permits on the Watt Property prior to the completion of the perimeter improvements upon a showing to the satisaction of the City, in its sole and absolute discretion, that (i) Watt has made best efforts to complete said improvements and (ii) Watt has a definitive plan for completing such improvements within a fixed timeline that is acceptable to City. The parkway landscaping and trail must be completed and approved (passed inspection) by the City Engineer by the later of(X) six (6) months after receipt of Valley-Wide's approval of the trail plans, and (Y) two (2) months after the completion of all other perimeter improvements required per the Revised Perimeter Improvement Plans (i.e., except for parkway landscaping and trail). This Section 3.11.2 is intended to fully satisfy and supersede Updated COA, Section III (Public Works), Conditions 60, and Section VI (Community Services Department) No. 12. To the extent of any inconsistency with the Updated COAs, this Section 3.11.2 shall control. The undersigned warrants that he/she is an authorized representative of the project referenced above, that I am specifically authorized to consent to all of the foregoing conditions, and that I so consent as of the date set out below. Signed Date Name (please print) Title (please print) Signed Date 67 Name (please print) Title (please print) 68