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2018/08/13 Menifee Multifamily, LLC Park Plaza DrAGREEMF]NT TO INDEMNIFY AND HOLD HARI\{LESS This Agreement to Indemnify and Hold Harmless ("Agreement") is entered into, effective as of-{&3 . 2018, by and between the CITY OF MENIFEE, a municipal corporation, on the one hand ("City"), and Menifee Muttifamily, LLC, a California limited liability company doing business as Artesa at Menifee Town Center ("[ndemnitor" or "lndemnitors"), on the other. The City and Indemnitor(s) are herein referred to collectively as the "Parties" and individually as a "Party." RECITALS Whereas, Menifee Multifamily, LLC has applied to the City for various discretionary approvals including a plot plan application for a 330 unit apartment complex and a minor variance for a reduction in the required amount of covered parking (the "Project") located on a 5.24 acre site north of Park Plaza Drive (SiteB)andon a 1O.22 acre site south of Piuk Plaza Drive (Site A) and both east ofTown Center Drive (the "Property"); and Whereas, in connection with the consideration of the above-mentioned discretionary approvals, Indemnitor(s) has offered to, and hereby agrees that it will, indemnify and hold the City harmless from any challenges arising from or related to the discretionary approvals, the Property or the Project as more fully set fonh in this Agreement. A(;REEMENT NOW, THEREFORE, for full and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and based upon the foregoing recitals, and the terms, conditions, covenants, and agreements contained herein, the Parties hereto agree as follows: 1. Incorporation of Recitals. The Recitals set forth above are an integral part of this Agreement, and are fully incorporated herein. 2. Indemnitors' Indemnification Obligations. Indemnitor(s) shall indemnify, defend, and hold harmless the City of Menifee and its elected city council, appointed boards, commissions, committees, officials, employees, volunteers, contractors, consultants (which may include the County of Riverside and its employees, officers, officials, and agents), and agents (herein, collectively, the "Indemnitees") 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 (i) the City's approval of the Project or actions related to the Property, including without limitation any judicial or administrative proceeding initiated or maintained by any person or entity challenging the validity or enforceability of any City permit or approval relating to the Project, any condition of approval imposed by the City on such permit or approval, and any finding or determination made and any other action taken by any of the Indemnitees in conjunction with such permit or approval, including without limitation any action taken pursuant to the California Environmental Quality Act (*CEQA"), or (ii) the acts, omissions, or operations of the Indemnitor(s) and the directors, officers, members, partners, employees, agents, contractors, and subcontractors of each person or entity comprising the Indemnitor(s) with respect to the ownership, planning, design, construction, and maintenance of the Project 2.165/0r I lr5li,{xDt and the Property for which the Project is being approved. The City shall notify the Indemnitor(s) of any claim, lawsuit, or otherjudicial or administrative proceeding (herein, an "Action") within the scope of this indemnity obligation and request that the Indemnitor(s) defend such Action with legal counsel reasonably satisfactory to the City. If the lndemnitor(s) fails to so defend the Action, the City shall have the right but nor rhe obligation to do so with counsel of their own choosing, with no right of approval by Indemnitor(s) and, if they do, the Indemnitor(s) shall promptly pay the City's full cost thereof, with payments made at least on a monthly basis. Notwithstanding the foregoing, the indemnity obligation under clause (i) of the first sentence of this condition shall not apply to the extent the claim arises out of the willful misconduct or the sole active negligence of the City. This Agreement shall survive any final action on the Project, and shall survive and be independent of any Project approvals, even if such Project approvals are invalidated in whole or pan. 3. Entire Agreement; Amendments and Waivers. This Agreement contains the entire agreement between the City and Indemnitor(s) with respect to the subject matter set forth herein and supersedes any prior discussions, negotiations, and agreements with respect thereto. This Agreement may be amended or modified only by a written agreement executed by both Parties. No waiver of any of the terms of this Agreement shall be effective or binding unless in writing and executed by an authorized representative of the Party waiving its rights hereunder. 4. Successors and Assigns. This Agreement shall be binding upon the heirs, executors, administrators, successors, transferees, and assigns of the Parties. IN WITNESS WHEREOF, the parties hereto have entered into this Agreernent to be effective as of the date first written above. ..CITY" Dated:ole ,2018 CITY OF MENIFEE,California Municipal Corpo ration , By, n ANOO G. VIU-A Its CITY MANAG FN CITY OF MEMFEE 4//ntrAPPROVED AS TO FORM R TUCKER. LLP ttorneys for the C C 2.165/0U r 858-0001 ii07 1:l l0 : a06/ I 9/ I E ifee tt LI 201 8 ..INDEMNITOR" Menifee Multifamily, LLC, a California limited liability company Doing business Town Center B Print Name: Its President :165/0-r r 858 000 r It071ll0I aoO/ l9118 -3- o^r"a, ?lfll at Neil R. Winter Moyor Greg AuEust Councilmember District L Matt [iesemeyer Councilmember District 2 John Denver Councilmember District 4 29714 Haun Road Menifee, CA 92586 Phone 951.672.6777 Fax 951.679.3843 www.cityofmenifee.us CITY OF MENIFEE Community Development Department Cheryl Kitzerow - Community Development Director June 22, 2018 MBK Homes Attn: Dustin Raddatz 4 Park Plaza, Suite 1000 lrvine, CA 92614 ESCRIPT ION OF PR OJECT: TE, ^Y:lilgq fgwn Center Aparrments',- ptot ptan No. 2017-005 Devetopment Area 3 (DA3) in Planning Area 2- Mixed Use of the Town Center Specific plan. D PlotPlan No.2017-005 plot plan 2017-005 is a proposal for a 330_unit apartment complex on two (2) sites, north (Site B) and south (Site A) of park Plaza Drive and east of rown center Drive with a combined area of 15.46 acres identified as Development Area 3 by the applicant and designated as planning Area 2 -Mixed Use of the Town Center Specific plan. Proposed development for Site A consists of 220 apartments on 10.22 acres within twenty-one (21) three-story buildings and five (5) two-story buildings. Acombined leasing office and recreation building with swimming pool iJ alsoproposed. There will be seventy-three (73) 1-bedroom units, one hundred andtwo (102) 2-bedroom units and forty-five (45) 3-bedroom units. A total of 434 covered stalls and 33 uncovered guest stalls are required for Site A, for an overall required total of 467 stalls. A reduction in the required number of covered parking stalls is being requested from 434 stals to a proposed total of 339 stalls equatin!to a reduction of 95 covered parking stalls. To address the covered parkin[ reduction, 96 uncovered stalls are proposed in addition to the 33 requirei uncovered guest stalls, for a total of 129 uncovered stalls. A combined total of468 covered and uncovered stalls is proposed for Site A. parking spaces areprovided in the form of attached garages, detached car ports, and uncovered stalls. Access to Site A is provided at one (1) location on Town Center Drive andone (1) location on Park Plaza Avenue. Proposed development for Site B consists of 110 unit apartments on 5.24 acres within eleven (11) three-story buildings. A recreation buitding with swimming pool is also proposed. There wilt be thirty{hree (33) 1-bedroom units, fifty_nin6 iSOl2-bedroom units and eighteen (18) 3-bedroom units. A totar of 219 covered sialls and '17 uncovered guest stafls are required for site B, for an overall required total of 236 stalls. A reduction in the required number of covered parking stails is being req_u_ested from 219 stalls to a proposed total of 192 stalls equating to a reductioiof 27 covered parking stalls. To address the covered parking- reduction, 27 uncovered stalls are proposed in addition to the 17 required uncovered gueit MENlFfg Lesa Sobek Moyor Pro Tem District 3 Plonning Approvol Letter PP2017-OOs stalls, for a total of 44 uncovered stalls. A combined total of 236 covered and uncovered stalls is proposed for Site B. Parking spaces are provided in the form of attached garages, detached car ports, and uncovered stalls. Access to the site is provided at one (1) location on City Hall Drive and one (1) location on park plaza Avenue. A large recreation center shown immediately east of Site B is not part of this proposal. APPROVED EXHBIT P proposes ten (10) phases of construction with Site A being developed in Phases 1 through 7 and Site B being developed in phases I throughl0. PROJECT LOCATION EXISTING ZONING and GE NERAL PLAN LAND USE General Plan Land Use: Town Center Specific Plan No. 2009-069, planning Area 2 (Mixed Use) Zoning: Town Center Specific Plan No. 2009-069, planning Area 2 (Mixed Use) APPLICATION SUM MARY: Date of Submittal (Plot Plan): January 5,2017 Date of Approval (Plot Plan): June 22,2018 (Administrative Approval) Date of Expiration for Plot Plan: June 22, 2020 (two (2) one-year extensions available per PP2017-o05-condition of Approval No. 8) unless otheruvise modified per the Development Agreement APPROVAL: The project site is located within the Town Center Specific plan area, south of Newport Road, north of La Piedra Road, west of the Paloma Wash. The project site is located within the city of Menifee, Riverside County, State of California ApNs: 360-OB0-088, -099. On June 22,2018, the City of Menifee Community Development Department approved the above referenced case subject to the attached final conditions of Approval. Action taken on the above referenced case is considered final after expiration of the ten (10) day appeal period. Citv of Menifee Ordin ance No. 2010-73 Pursuant to section 9.1.040 (e) of city of Menifee ordinance No. 2010-73, the community Development Director has the authority to approve final site plans of devetopment that are exempt from CEQA. FINDINGS: Pursuant to Ordinance No. 348, Section 18.30, c. ,,Requirements for Approval,,, application for PP 2017-005 shall be approved subject to the following findings: the Planning Approvol Letter PP2017-O05 1. consistency with the General PIan. The plot plan rs conslstenl with the Generat plan Land Use Map, Specific Plan and General plan polices and programs. Consistencv h General Plan The site's General Plan Land Use is Specific Plan (The Town Center Specific plan No. 2009-069, Planning Area 2 ["Mixed Use"]. The intent of the Specific plan land use designation is to recognize areas where an existing specific plan is in place and lo provide polices, standards and criteria for development or redevelopment of these areas. The Town Center Specific Plan envisions residential densities between 5 to 36 units per acre, with housing types (attached and detached) and densilies intermixed through the entire Specific Plan. The project, the development of 330 units at a density of 21 residential units per acre. The project is consistent with the following City of lVlenifee General plan policies: Project Design LU-2.1 Promote infrll development that complements existing neighborhoods and surrounding areas. lnfill development and future growth in lrlenifee is strongly encouraged to locate within EDC areas to preserve the rural character of rural, estate, and small estate residential uses. The proposed project is located within an urbanized area. The project is located within a Specific Plan which contemplated an urban, mixed use development. There is existing residential land uses to the west of the site, an existing charter school south of the site and existing commercial land uses to the east of the site. The proposed project will promote infill development and complements these existing and proposed adjacent land uses and fulfills the intent of the Specific Plan. LU-3.4 Require that approval of new development be contingent upon the project,s ability to secure appropriate infrastructure services. The project includes Conditions of Approval which require appropriate infrastructure. ln addition, the project has been reviewed and conditioned for consistency with the requirements for domestic water, fire protection, sewage disposal, fences, and electrical communication facilities. ln addition, several roads and utilities have already been installed by the master developer of the Specific Plan. C-1 .'l Require roadways to . Comply with federal, state and local design and safety standards. The project includes Conditions of Approval which require the dedication and installation (or bonding) of roadway improvements consistent with the Specific plan, the City,s General Plan and the City's Public Works Department Standard Details. CD-3.8 Design retention/detention basins to be visually attractive and well integrated with any associated project and with adjacent land uses. Plonning Approvol Letter PP2017-005 The basins within the development have been designed to blend with the rest of the landscaping of the projects. The basin area near the center of Site A will include pathways, seating along the periphery to make them usable to project residents. CD-3.10 Employ design strategies and building materials that evoke a sense of quality and permanence. The architecture of buildings includes a number of design features such as formal building enlrances, off-set building surfaces, tower elements, varied roof designs, recessed windows, and projecting balconies and, utilizes a variety of building materials including stone veneers at entrances, decorative ceramic tile surrounds for windows and entrances, wrought iron pot shelfs, decorative metal window awnings, window shutters and concrete "s" tile roofing all of which evoke a sense of quality and permanence to the project. CD-3.11 Provide special building-form elements, such as lowers and archways, and other building massing elements to help distinguish activity nodes and eslablish landmarks within the community. The project will include buildings with distinctive tower elements at key locations of the project site including the main project entrance and at the corners of La piedra Road, and Town Center Drive, Town Center Drive and park plaza Drive and Town Center Drive and City Hall Drive. ln addition, the project will develop an enhanced outdoor seating area facing the central roundabout located at the intersection of rown center Drive and city Hall Drive further reinforcing the this intersection as an activity node within the Town Center. Collectively, these features will establish the project as a landmark within the community. CD-3.'13 Utilize archltectural design features (e.g., windows, columns, offset roof planes, etc.) to vertically and horizontally articulate elevations in the front and rear of residential buildings. The project will utilize a number of design features including formal building entrances, off-set building surfaces, tower elements, varied roof designs, recessed windows, and projecting balconies that provide both vertical and horizontal articulation to front and rear elevations. cD-6.1 Recognize the importance of street trees in the aesthetic appeal of residential neighborhoods and require the planting of street trees throughout the City. The proposed project includes street trees throughout the project site. Consistency with Multiple Species Habitat Conservation Plan (MSHCp) The City of Menifee has two (2) active conservation plans within the City,s boundary, the Western Riversrde County MSHCP, and the Stephens' Kangaroo Rat Habitat Conservataon Plan (SKR-HCP). The subject site is within the jurisdiction of the SKR- HCP and the western Riverside county tr/sHCP. The prolect 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 Plonning Approval Letter PP2017-005 2. Consistency with Zoning Code zoning code- The plot plan is consistent with the provisions of the Habitat conservation Plan; however, the project is not located with a criteria cell or cellGroup. The project will be subject to the payment of fees for a residential project consistent with Riverside County Ordinance No. 810.2 as adopted by the City of IVlenifee. Therefore, the project will not conflict with the provisions of the iaopteo rice, Natural Conservation Community Plan, or other approved local, regional, or State conservation plan and the impact is considered less than significant. The project site is surrounded by other properties located in the Town center specific Plan. To-the north, property is within Planning Area 2 (Mixed Use), to the east property is within Planning Atea 2 (Mixed use) and to the west property is within planning Aiea i (ltilixed Use) and Planning Area 4 (Residential), to the south property is within FlanningArea 5 (Mixed Use). These classificalions are compatible with the Specific plan designations of the project site. The zoning of the project site is Town Center Specific plan No. 2009-069, planning Area 2 (Mixed Use). Planning Area 2 allows for mixed use development, but this includes residential uses, including stand alone residential uses. The proposed project is for 330 attached residential apartment units. As described above, the proposed project is consistent with the allowed density of the specific Plan. The project is allowed under the Specific Plan. The plot plan will be consistent with the development Standards of the Town Center Specific Plan with approval of the minor variance. The project approval includes a minor variance to the Specific plan parking requirement for covered or garage parking spaces, The parking standards are in Table 7, parking Standards, which calls 1.25 covered/ enclosed spaces for 1 bedroom units, 2.25 covered/enclosed spaces for 2 bedroom units, and 2.50 covered/enclosed spaces for 3 bedroom units. The parking is required to accommodate the peak-hour demand by any land use at any time. The proposed project is required to provide a total of 434 covered stalls and 33 uncovered guest stalls for Site A, for an overall required total of 467 stalls. A reduction in the required number of covered parking stalls is being requested frcm 434 stalls to a proposed total of 339 stalls equating to a reduction of 95 covered parking stalls. To address the covered parking reduction, 96 uncovered stalls are proposed in addilion to the 33 required uncovered guest stalls, for a total of 129 uncovered stalls. A combined total of 468 covered and uncovered stalls is proposed for Site A. A total of 219 covered stalls and 17 uncovered guest stalls are required for Site B, for an overall required total of 236 stalls. A reduction in the required number of covered parking stalls is being requested from 219 stalls to a proposed total of 192 stalls equating to a reduction of 27 covered parking stalls. To address the covered parking reduction, 27 uncovered stalls are proposed in addition to the 17 required uncovered guest stalls, for a total of 44 uncovered stalls. A combined total of 236 covered and uncovered stalls is proposed for Site B. The project approval also includes a minor variance to lhe Specific plan setback of twenty (20) feet from guest parking to any building. The setback is jn Table 4, Building Plonning Approval Letter PP2017-00s Standards and Setbacks, which calls out a 20 foot setback from surface parking lor non- residents. For Site B, '1 guest parking stall will be within 15 feet of a building. The reduction in the covered/enclosed parking is supplemented with open parking spaces and are primarily located in areas lhat are adjacent to the residential units within the prolect. Guest parking will still be separaled from buildings by walkways or landscaping both minor variances allow for adequate parking to be distributed throughout the site in convenient locations for residents and their guests. The intent of the parking requirements has been met. The project site is surrounded by other properties located in the Town Center Specific Plan. To the north, the properties are within Planning Area 2 (liilixed Use), to the east the properties are within Planning Area 3 (Office Commercial) and paloma Wash, to the west the properties are within Planning Area 1 (fiIixed Use) and planning Area 4 (Residential), to the south the properties are within Planning Area 5 (Mixed Use). These classifications are compatible with the Specific plan zoning of the project site. 3 surrounding uses. Approval of the application wi not create conditions materially detrimental to the public health, safety and general welfare or injurious to or incompatibie with other properties or /and uses in the project vicinity. To the north of the site is additional property within the specific plan planned for civic buildings, a holel, medical office buildings and a variety of commercial land uses. The specific PIan includes guidelines to ensure transitions between residential and non- residential uses. To the south of the site is La Piedra Road, existing residential on large lots and the Santa Rosa Academy Charter School (K-12). La piedra Road provides separation between the Santa Rosa Academy and the apartment complex proposed by the project. The Santa Rosa Academy is within the same Specific plan as the proposed project'and was designed consistent with the specific Plan requirements. The larger rural residential lots are designated Economic Development corridor (EDC) in the General plan and are anticipated to transition to more urban development consistenl with the EDc land use designation. Land to the east is property within the same Specific plan that is proposed for development of a recreation center, central park, and detached single-family residential units which will be compatible with the proposed project. To the west is property within the same Specific plan that is proposed for attached Townhomes which will be compatible with the proposed project. The project is compatible with the surrounding land uses, General plan land designations, and zonrng classifications. Environmental impacts resulting fromproject have been analyzed in a previously prepared EIR and mitigation incorporated into the Specific Plan and into these implementing projects. use the was Plonning Approvol Letter PP2077-005 CONDITIONS OF APPR OVAL: lt/la nny Baeza, Senior Planner The project is not anticipated to create conditions materially detrimental to the public health, safety and general welfare or injurious to or incompati'ble with other prop"rti"s o,land uses in the project vicinity. compliance with OEQA. Processing and approvar of the permit apptication are incompliance with the requirements of the Catifornia Environmentat euatiiy Act. The project is located within the Town center Specific plan and an ElR, which analyzedthe environmental impacts of the specific plan, was adopted with the specific plan. 'The proposed project is consistent with the specific plan and with the analysis included inthe ElR. Therefore, No Further Environmental Documentation is requiied because (a) all potentially significant effects of the proposed project have been adiquately analyzloin an earlier EIR (scH2009091022) adopted by the city of Menifee plrrr"nt toapplicable legal standards, (b) all potentialy significant effeits of the proposed project have been avoided or mitigated pursuanl to thit earlier EIR except those for wnic'h astatemenl of overriding considerations was adopted, (c) the proposed project will notresult in any new significant environmental effecls not identified in inu ""riierttn, 1o; tn"proposed pro.iect will not substantially increase the severity of the environmentai enects identified in the earlier ElR, (e) no considerably different mitigation measures have beenidentified and (Q no mitigation measures found infeasibre have become feasible. 4 The conditions of Approval have been attached for your files. The enclosed conditions ofapproval should be included with any other Building and safety or Engineering Departmentplan check submiflals. Please contact the community Development Departirent'at (951) 672-6777 , if you have questions or need additional infoimation. Sincerely, City of Menifee Community Development Department