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255 • • ORDINANCE NO. 255 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAND TERRACE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA ADOPTING DEVELOPMENT AGREEMENT 09-01 APPLICABLE TO APPROXIMATELY 12.5 ACRES OF THE GRAND TERRACE TOWN SQUARE MASTER DEVELOPMENT PLAN WHEREAS, the Applicant, Mr. Douglas Jacobsen ("Applicant"), has requested that the City enter into a Development Agreement for implementation of the Grand Terrace Town Square Master Development Plan ("TSMDP"), in accordance with Sections 65864 through 65869.5 of the California Government Code. WHEREAS, the Applicant has legal and/or equitable interest in approximately 12.5 acres of the TSMDP located south of Barton Road between Michigan Street and the Gage Canal. WHEREAS, the TSMDP proposes commercial development on properties totaling approximately 20.83 gross acres, with approximately 210,000 square feet of commercial uses to be constructed in five (5) phases or "Development Units". On July 27, 2010, by Resolution No. 2010-28, the City Council adopted Site and Architectural Review 07-12/Town Square Master Development Plan; the Master Development Sign Program 09-01; the Sign Program for Development Unit 1; Site and Architectural Review 07-07; and their related conditions of approval. WHEREAS, on July 27, 2010, pursuant to CEQA, the City Council, by Resolution No. 2010-27, certified the Final Environmental Impact Report ("FEIR") for the TSMDP, made the findings required by Public Resources Code Section 21081; adopted a Mitigation Monitoring Program; and adopted a Statement of Overriding Considerations for the TSMDP. WHEREAS, on October 21, 2010, the Planning Commission conducted a public hearing on Development Agreement 09-01 at the Grand Terrace Council Chambers located at 22795 Barton Road, Grand Terrace, California 92313, and concluded said hearing by voting 3-2 recommending that the City Council adopt Development Agreement 09-01. WHEREAS, on November 9, 2010, the City Council of the City of Grand Terrace conducted a duly noticed public hearing on Development Agreement 09-01 at the Grand Terrace Council Chambers located at 22795 Barton Road, Grand Terrace, California 92313, and concluded the hearing on that date. WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred. be declared invalid.or.unconstitutional: . If for any:reason any portion of this ordinance isdeclared invalid, or unconstitutional, _then all other provisions shall remain Valid:and enforceable. Page 2 of 3 . If for any reason any portion of this ordinance is declared invalid, or unconstitutional, then all other provisions shall remain valid and enforceable. SECTION 7. This ordinance shall take effect thirty days from the date of adoption. SECTION 8. First read at a regular meeting of the City Council held on the 26th day of July, 2011 and finally adopted and ordered posted at a regular meeting of said City Council on the 9th day of August, 2011. Page 2 of 11 th. ppropriate legal, equitable, or injunctive relief against any person who has violated or continues to violate any provision of cer of the discharger. _ I wastes discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 Page 2 of 4 NOW THEREFORE, it is hereby found, determined, and resolved by the City Council of the City of Grand Terrace, as follows: SECTION 1. The City Council hereby specifically finds that all of the facts set forth in the Recitals of this Ordinance, are true and correct. SECTION 2. The City Council hereby finds that pursuant to Section 15162 of CEQA, a subsequent EIR is not required for the Development Agreement because (1) no substantial changes are proposed in the project which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (2) no substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and (3) no new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified shows (a) that the project will have one or more significant effects not discussed in the previous EIR, (b) that the significant effects previously examined will be substantially more severe than shown in the previous EIR; (c) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would substantially reduce one or more significant effects of the project, or (d) that mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment. SECTION 3. Based on substantial evidence presented to the City Council during the October 21, 2010 public hearing, including public testimony, and written and oral staff reports, the City Council finds as follows with regard to Development Agreement 09-01: a. The project site is designated as General Commercial (GC) in the City of Grand Terrace General Plan Land Use Map and BRSP-General Commercial in the Barton Road Specific Plan. In approving the TSMDP and related applications the City Council found that the Project is consistent with the provisions of the Grand Terrace General Plan, Zoning Code and Barton Road Specific Plan. The adoption of the proposed Development Agreement is also consistent with these provisions because the Development Agreement is intended to assist in the implementation of the TSMDP, a neighborhood commercial center consistent within the General Commercial Land Use designation, and the BRSP-General Commercial zoning designation b. The proposed Development Agreement complies with the requirements of California Government Code Article 2.5, Development Agreements, Sections 65864 through 65869.5, including that the property owners are the appropriate authority to enter into a Development Agreement, annual monitoring is required ppropriate legal, equitable, or injunctive relief against any person who has violated or continues to violate any provision of cer of the discharger. _ I wastes discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 Page 3 of 4 - . by the agreement to demonstrate good faith compliance and progress, the contents of the agreement include the density, maximum building height,building size, and provisions for the reservation and dedication of land for public purposes and provisions to comply with the development standards in effect at the time, and the agreement contains provisions for enforcement, amendment, recordation, and suspension. Public hearings will be held on the Development Agreement prior to its adoption and findings of consistency can be made to approve the agreement. c. The proposed Development Agreement will not be physically detrimental to or cause adverse physical effects to adjacent property owners, residents, or the general public because the Agreement provides for improvement of the property in accordance with the adopted TSMDP and the certified EIR prepared for the TSMDP. SECTION 4. The City Council of the City of Grand Terrace hereby adopts Development Agreement 09-01, attached hereto as Exhibit 1. SECTION 5. The City Council declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase, or portion of it irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases or portions of it be declared invalid or unconstitutional. If for any reason any portion of this ordinance is declared invalid or unconstitutional, then all other provisions shall remain valid and enforceable. SECTION 5. This Ordinance shall take effect thirty days from the date of adoption. SECTION 6. The City Clerk shall record Development Agreement 09-01 within ten days of the adoption of this Ordinance. SECTION 7. First read at a regular meeting of the City Council held on the 9th day of November, 2010 and finally adopted and ordered posted at a regular meeting of said City Council on the 14th day of December, 2010. c testimony, and written and oral staff reports, the City Council finds as follows with regard to Development Agreement 09-01: a. The project site is designated as General Commercial (GC) in the City of Grand Terrace General Plan Land Use Map and BRSP-General Commercial in the Barton Road Specific Plan. In approving the TSMDP and related applications the City Council found that the Project is consistent with the provisions of the Grand Terrace General Plan, Zoning Code and Barton Road Specific Plan. The adoption of the proposed Development Agreement is also consistent with these provisions because the Development Agreement is intended to assist in the implementation of the TSMDP, a neighborhood commercial center consistent within the General Commercial Land Use designation, and the BRSP-General Commercial zoning designation b. The proposed Development Agreement complies with the requirements of California Government Code Article 2.5, Development Agreements, Sections 65864 through 65869.5, including that the property owners are the appropriate authority to enter into a Development Agreement, annual monitoring is required ppropriate legal, equitable, or injunctive relief against any person who has violated or continues to violate any provision of cer of the discharger. _ I wastes discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 Page 4 of 4 ATTEST: CityClerk of the Cityof Grand Terrace Mayor of the of Grand Terrace Y ity and of the City Council thereof and of the City Council thereof I, Brenda Mesa, City Clerk of the City of Grand Terrace, do hereby certify that the foregoing Ordinance was introduced and adopted at a regular meeting of the City Council of the City of Grand Terrace held on the 14th day of December, 2010,by the following vote: AYES: Councilmember McNaboe; Mayor Pro Tem Garcia and Mayor Stanckiewitz NOES: None ABSENT: Nonec ic^e^ 3nnd )tir^__ ABSTAIN: Councilmember Sandoval 61 Brenda Mesa, City Clerk Approved as to form: John Harper, City t orney h€srrapisiccre'erence cep Fordebi d Infccanabm.pleasesansultrifhtheCcmmunal'DEwel PmsntDEpmb, L Page 10 of 11 Recorded at request of: ) Clerk, City Council ) City of Grand Terrace ) ) When recorded return to: ) City of Grand Terrace ) 22795 Barton Road ) Grand Terrace, CA 92313-5295 ) Attention: City Clerk ) ) Exempt from Filing Fees, Government Code Section 6103 DEVELOPMENT AGREEMENT A DEVELOPMENT AGREEMENT BETWEEN CITY OF GRAND TERRACE,A CALIFORNIA MUNICIPAL CORPORATION, and DENNIS D. JACOBSEN FAMILY HOLDINGS,A CALIFORNIA LIMITED LIABILITY COMPANY OR ASSIGNEE and STATER BROS. MARKETS, A CALIFORNIA CORPORATION OR ASSIGNEE [Adopted by Ordinance No. 255 , Effective January 14,2011] TS Development Agreement -1- December 14,2010 sansultrifhtheCcmmunal'DEwel PmsntDEpmb, L Page 10 of 11 TS Development Agreement DEVELOPMENT AGREEMENT This Development Agreement ("Agreement") is entered into on the effective date of the adopting ordinance ("Effective Date")by and between the City of Grand Terrace, a California Municipal Corporation("CITY"), and Dennis D. Jacobsen Family Holdings, a California Limited Liability Company or Assignee and Stater Bros. Markets, a California Corporation, or Assignee (collectively"DEVELOPER"): RECITALS WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property; and WHEREAS, DEVELOPER owns a legal and/or equitable interest in approximately 12.5 acres of land located south of Barton Road between Michigan Street and the Gage Canal, as described in the legal descriptions attached hereto as Exhibit "A" (the "Property"); and WHEREAS,pursuant to the CITY's General Plan and the Barton Road Specific Plan, DEVELOPER desires to develop on the Property a commercial center of approximately 210,000 square feet of building area,known as the Grand Terrace Town Square (the "Project"), as further described in the Grand Terrace Town Square Master Development Plan(the "TSMDP") and related Project Approvals and Development Approvals described herein; and WHEREAS, DEVELOPER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and WHEREAS, the terms and conditions of this Agreement have undergone review by CITY, its Planning Commission and the City Council and have been found to be fair,just and reasonable; and WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, in connection with its approval of the Project entitlements, CITY has taken several actions collectively referred to as the "Project Approvals," which include, without limitation, the following: 1. Final Environmental Impact Report. On July 27, 2010,pursuant to CEQA, the City Council,by Resolution No. 2010-27, certified the Final Environmental Impact Report for the Project(the "FEIR"), made the findings required by Public Resources Code Section 21081; TS Development Agreement -2- December 14,2010 in the implementation of the TSMDP, a neighborhood commercial center consistent within the General Commercial Land Use designation, and the BRSP-General Commercial zoning designation b. The proposed Development Agreement complies with the requirements of California Government Code Article 2.5, Development Agreements, Sections 65864 through 65869.5, including that the property owners are the appropriate authority to enter into a Development Agreement, annual monitoring is required ppropriate legal, equitable, or injunctive relief against any person who has violated or continues to violate any provision of cer of the discharger. _ I wastes discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement adopted a Mitigation Monitoring Program for the Project; and adopted a Statement of Overriding Considerations. 2. Grand Terrace Town Square Master Development Plan. The TSMDP proposes commercial development on properties totaling approximately 20.83 acres, with approximately 210,000 square feet of commercial uses to be constructed within the Project area in five (5) phases or "Development Units". On July 27, 2010,by Resolution No. 2010-28, the City Council adopted the Site and Architectural Review 07-12/Town Square Master Development Plan; the Master Development Sign Program 09-01; the Sign Program for Development Unit 1; Site and Architectural Review 07-07; and their related conditions of approval. Entitlements for subsequent Development Units (2 through 4); to the extent they are consistent with the TSMDP,will be approved subject to the CITY's Site Plan and Architectural Review Process, and Conditional Use Permit process where specified by the TSMDP. 3. Tentative Parcel Map No. 17787 (08-01). On July 27, 2010,by Resolution No. 2010-30, the City Council approved the Tentative Parcel Map for Phases 1 and 2 of the Project (Development Units 1 and 2 of the TSMDP), and related conditions of approval. WHEREAS, this Agreement and the Project are consistent with the CITY's Comprehensive General Plan and the Barton Road Specific Plan(BRSP-03091 and E-03-08); and WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, DEVELOPER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, DEVELOPER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement. TS Development Agreement -3- December 14,2010 nter consistent within the General Commercial Land Use designation, and the BRSP-General Commercial zoning designation b. The proposed Development Agreement complies with the requirements of California Government Code Article 2.5, Development Agreements, Sections 65864 through 65869.5, including that the property owners are the appropriate authority to enter into a Development Agreement, annual monitoring is required ppropriate legal, equitable, or injunctive relief against any person who has violated or continues to violate any provision of cer of the discharger. _ I wastes discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement COVENANTS 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. The following terms when used in this Agreement shall be defined as follows: 1.1.1"Agreement"means this Development Agreement. 1.1.2"CITY"means the City of Grand Terrace, a municipal corporation, organized and existing pursuant to the laws of the State of California. 1.1.3"DEVELOPER"means the persons and entities listed as DEVELOPER on page 1 of this Agreement and their successors in interest to all or any part of the Property. 1.1.4"Development"means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of required infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. "Development" does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.5"Development Agreement Policies" means any and all applicable development agreement policies of the CITY in effect at the time of this Agreement. 1.1.6"Development Approvals"means all permits and other entitlements for use subject to approval or issuance by the CITY in connection with the Project Approvals and development of the Property consistent with the MDP and this Agreement. 1.1.7"Development Exaction"means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.8"Development Impact Fee" a monetary exaction other than a tax or special assessment that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, including capacity or connection fees adopted and TS Development Agreement -4- December 14,2010 December 14,2010 nter consistent within the General Commercial Land Use designation, and the BRSP-General Commercial zoning designation b. The proposed Development Agreement complies with the requirements of California Government Code Article 2.5, Development Agreements, Sections 65864 through 65869.5, including that the property owners are the appropriate authority to enter into a Development Agreement, annual monitoring is required ppropriate legal, equitable, or injunctive relief against any person who has violated or continues to violate any provision of cer of the discharger. _ I wastes discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement collected by utility service providers, but does not include fees for processing applications for governmental regulatory actions or approvals, or fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code of Chapter 4. 1.1.9 Effective Date"means the date the ordinance approving this Agreement becomes effective. 1.1.10 "Existing Development Approvals"means all Development Approvals approved or issued prior to the Effective Date. Existing Development Approvals includes the Project Approvals incorporated herein as Exhibit"C" and all other approvals which are a matter of public record on the Effective Date. 1.1.11 "Existing Land Use Regulations"means all Land Use Regulations in effect and applicable to the Project on the Effective Date. Existing Land Use Regulations includes the Regulations incorporated herein as Exhibit"D" and all other Regulations which are a matter of public record and applicable to the Project on the Effective Date. 1.1.12 "Land Use Regulations"means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, and the design, improvement and construction standards and specifications applicable to the development of the property. "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. 1.1.13 "Master Development Plan(TSMDP)"means the Grand Terrace Town Square Master Development Plan, including, without limitation, those Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property. 1.1.14 "Mortgagee"means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns. 1.1.15 "Project"means the development of the Property contemplated by the TSMDP and the Project Approvals. TS Development Agreement -5- December 14,2010 ct for the purpose of defraying all or a portion of the cost of public facilities related to the development project, including capacity or connection fees adopted and TS Development Agreement -4- December 14,2010 December 14,2010 nter consistent within the General Commercial Land Use designation, and the BRSP-General Commercial zoning designation b. The proposed Development Agreement complies with the requirements of California Government Code Article 2.5, Development Agreements, Sections 65864 through 65869.5, including that the property owners are the appropriate authority to enter into a Development Agreement, annual monitoring is required ppropriate legal, equitable, or injunctive relief against any person who has violated or continues to violate any provision of cer of the discharger. _ I wastes discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement 1.1.16 "Property"means the real property described on Exhibit"A" and shown on Exhibit"B"to this Agreement. 1.1.17 "Reservations of Authority"means the rights and authority excepted from the assurances and rights provided to DEVELOPER under this Agreement and reserved to CITY under Subsection 4.7 of this Agreement. 1.1.18 "Subsequent Development Approvals"means all Development Approvals required subsequent to the Effective Date in connection with development of the Property, including,particularly, Site and Architectural Review approvals required for development of Phases 2 through 4 (Development Units 2 through 4) of the TSMDP. 1.1.19 "Subsequent Land Use Regulations"means any Land Use Regulations adopted and effective after the Effective Date of this Agreement. 1.1.20 "Vesting Date" means the Effective Date of this Agreement. 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 Property. Exhibit"B"—Project Site Plan. Exhibit"C"—Existing Development Approvals Exhibit"D"—Existing Codes and Land Use Regulations Exhibit"E" Development Impact Fees ("E-1") and Credits/Reimbursement ("E-2"). Exhibit "F" —Development Incentive Bonus 2. MUTUAL BENEFITS. This Agreement is entered into for the purpose of implementing the TSMDP for the Project in a manner that will secure certain assurances to the DEVELOPER that the Property may be developed in accordance with the TSMDP, the Project Approvals, and this Agreement, and certain benefits to the CITY as set forth in this Agreement. The CITY and the DEVELOPER agree that, due to the current economic conditions, the size and duration of the Project, this Agreement is necessary to achieve those desired benefits. The following non- exclusive list of public benefits and objectives has been met for the Project: (a) The DEVELOPER has successfully acquired and consolidated properties to largely eliminate conflicting residential land uses including a trailer park, and the TSMDP TS Development Agreement -6- December 14,2010 gns. 1.1.15 "Project"means the development of the Property contemplated by the TSMDP and the Project Approvals. TS Development Agreement -5- December 14,2010 ct for the purpose of defraying all or a portion of the cost of public facilities related to the development project, including capacity or connection fees adopted and TS Development Agreement -4- December 14,2010 December 14,2010 nter consistent within the General Commercial Land Use designation, and the BRSP-General Commercial zoning designation b. The proposed Development Agreement complies with the requirements of California Government Code Article 2.5, Development Agreements, Sections 65864 through 65869.5, including that the property owners are the appropriate authority to enter into a Development Agreement, annual monitoring is required ppropriate legal, equitable, or injunctive relief against any person who has violated or continues to violate any provision of cer of the discharger. _ I wastes discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement provides for the orderly development of a major commercial center, commencing with the construction of a major grocery store anchor; (b) The TSMDP accomplishes the goals and objectives of the Barton Road Specific Plan providing a comprehensive land use plan to assist the City in achieving the full economic potential of the Barton Road commercial corridor,by consolidating a number of narrow parcels within a single master planned commercial center with uniform architectural plans and signage; (c) The TSMDP provides a programmatic land use plan with an attractive urban design theme, which establishes a "village character" with architectural design which will upgrade the physical image of the Barton Road commercial corridor; (d) The TSMDP provides an integrated commercial center with public amenities, shared access and reciprocal parking; and (e) With its unified on-site and off-site master sign program, the TSMDP will result in recaptured retail sales leakage to surrounding communities, including both local and community level goods and services. 3. GENERAL PROVISIONS. 3.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. 3.2 Ownership of Property. DEVELOPER represents and covenants that it is the legal and/or equitable owner of the fee simple title to the Property or a portion thereof. 3.3 Applicable Law. Except as otherwise specifically provided in this Agreement, the rules,regulations, ordinances,resolutions, official policies, standards and specifications of CITY, in force and effect on the Vesting Date (the "Applicable Law") shall be applied to the Project. 3.4 Vesting of General Assessments and Fees. DEVELOPER shall be required to only pay those Development Impact Fees contained in Exhibit"E-1"hereto and incorporated herein, and subject to the credits set forth in Exhibit"E-2",hereto and incorporated herein, during the first five (5) years of the term of this Agreement. Thereafter, DEVELOPER shall be required to pay all applicable Development Impact Fees. Except as to Development Impact Fees, CITY shall not impose any additional Development Exactions, except with the express written approval of the DEVELOPER. DEVELOPER shall be obligated to pay all other building permit and processing fees contained in Existing Land Use Regulations, as such,may be from time to time amended. TS Development Agreement -7- December 14,2010 010 December 14,2010 nter consistent within the General Commercial Land Use designation, and the BRSP-General Commercial zoning designation b. The proposed Development Agreement complies with the requirements of California Government Code Article 2.5, Development Agreements, Sections 65864 through 65869.5, including that the property owners are the appropriate authority to enter into a Development Agreement, annual monitoring is required ppropriate legal, equitable, or injunctive relief against any person who has violated or continues to violate any provision of cer of the discharger. _ I wastes discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement 3.5 Timely Processing. CITY shall timely process and grant all applications for Subsequent Development Approvals that DEVELOPER deems necessary or desirable for the efficient, orderly and economical development and use of the Project,provided all non- discretionary requirements of Applicable Law are satisfied. 3.6 Permitted Uses Vested by this Agreement. The permitted uses of the Property and other terms and conditions of development applicable to the Project, shall be as set forth in the Project Approvals, the TSMDP, the Subsequent Development Approvals, Existing Land Use Regulations, and this Agreement. 3.7 Protection of Vested Rights. To the maximum extent permitted by law, CITY shall take any and all actions necessary to ensure that DEVELOPER secures and benefits from the vested rights provided by this Agreement and prevent any CITY law, ordinance resolution, rule,regulation, standard, directive, condition, fee, dedication, exaction, approval, issuance,permit, zone change, amendment, land use change, or other measure (collectively referred to herein as "City Law") from invalidating or prevailing over, all or any part of this Agreement or Applicable Law. 3.8 No Conflicting Enactments. CITY shall not impose on the Project or otherwise approve any City Law that is in conflict with Applicable Law or this Agreement or that reduces the development rights provided by this Agreement. 3.8.1 Deemed Conflicts. Without limiting the generality of the foregoing, any City Law or approval shall be deemed to conflict with Applicable Law if it conflicts with or reduces or delays the development rights and covenants provided by this Agreement. 3.9 Initiatives, Referenda and Moratoria. 3.9.1 Conflicting Laws. If any City Law is enacted or imposed by initiative or referendum by the City Council, the electorate that would conflict with Applicable Law or this Agreement, or reduce the development rights provided by this Agreement, such City Law shall not apply to the Project. 3.9.2 No Growth Moratoria or Restrictions. Without limiting the foregoing, and in particular the provisions of this Article 2, no moratorium, growth management restriction, or sequencing of development affecting the subdivision maps,building permits or other entitlements that are approved or to be approved, issued or granted by CITY, shall apply to the Project. 3.9.3 Cooperation. To the maximum extent permitted by law, CITY shall cooperate with DEVELOPER and shall undertake such actions as may be necessary to ensure this Agreement remains in full force and effect. TS Development Agreement -8- December 14,2010 Commercial Land Use designation, and the BRSP-General Commercial zoning designation b. The proposed Development Agreement complies with the requirements of California Government Code Article 2.5, Development Agreements, Sections 65864 through 65869.5, including that the property owners are the appropriate authority to enter into a Development Agreement, annual monitoring is required ppropriate legal, equitable, or injunctive relief against any person who has violated or continues to violate any provision of cer of the discharger. _ I wastes discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement 3.9.4No Actions to Violate. CITY shall not support, adopt or enact any City Law, or take any other action, which would violate the provisions of this Agreement or the Project Approvals. 3.9.5 Further CEQA Review and Environmental Mitigation. The FEIR for the Project was prepared following the completion of numerous studies. The FEW is intended to be used in connection with each of the Project Approvals and Subsequent Development Approvals needed for the Project. Consistent with the CEQA policies and requirements applicable to the FEIR and to the maximum extent allowed by law, CITY shall use the FEW for Subsequent Development Approvals consistent with this Agreement and the Project Approvals and shall not impose on any Subsequent Development Approvals or on the Project any mitigation measures, other than those specifically imposed as conditions of the Project Approvals and those identified in the FEIR. 3.9.6 Life of Subdivision Maps, Development Approvals and Permits. The term of each Project Approval and Subsequent Development Approval shall automatically be extended for the longer of the term of this Agreement or the term otherwise applicable to such Approval if this Agreement were no longer in effect. Further, in accordance with the provisions of Government Code Section 66452.6, tentative subdivision maps or tentative parcel maps heretofore or hereafter approved in connection with development of the Property shall be granted an extension of time for the term of this Agreement, including extensions, to the maximum permitted by law without further review or approval required from the CITY. 3.9.7 Review of Subsequent Development Approval Applications. CITY shall review and act on applications for Subsequent Development Approvals in accordance with CITY's then existing or new rules, regulations and policies. CITY may approve an application for a Subsequent Development Approval subject to any conditions necessary to bring the Subsequent Development Approval into compliance with then current law. Any such specified modifications must be consistent with then existing CITY rules, regulations and policies and this Agreement. 3.9.8 State and Federal Law. This Agreement shall not preclude the application to the Project of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in State or Federal laws or regulations to preserve the immediate public health and safety("Changes in the Law"). As provided in Section 65869.5 of the Government Code, in the event Changes in the Law prevent or preclude compliance with one or more provisions of this Agreement, such provisions of the Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with Changes in the Law. 3.10 Term of Agreement. The initial term of this Agreement shall commence on the Effective Date, and shall continue for a period of Eight (8) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the term of this Development Agreement may be extended subject to approval of the TS Development Agreement -9- December 14,2010 discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement City Council for two terms of five (5) additional years, for land use approvals only, following expiration of the initial term,provided the following have occurred: 3.10.1 DEVELOPER provides at least one hundred eighty(180) days written notice to CITY prior to the expiration of the initial term; 3.10.2 DEVELOPER shall have completed construction and been issued a certificate of occupancy for the grocery store anchor for Development Unit 1 of the commercial development contemplated by the Project; and 3.10.3 DEVELOPER is not then in uncured default of this Agreement. 3.11 Timing of Project Construction and Completion. 3.11.1 No requirement. Subject to the requirements of Grand Terrace Municipal Code Chapter 8.04, DEVELOPER is not required to initiate or complete development of the Project or any particular phase (or Development Unit) of the Project within any particular period of time, and CITY shall not impose such a requirement on any Project Approval or Subsequent Development Approval. Notwithstanding any terms stated above,provided that once construction of a phase (or Development Unit) of the Project has begun, DEVELOPER shall complete any public infrastructure related to that phase. 3.11.2 Timing. Except as set forth in Subsection 3.11.1 above, DEVELOPER may develop in accordance with its own time schedule and DEVELOPER shall determine which part of the Property to develop first, all within the exercise of its subjective business judgment. Subsequently adopted ordinances, resolutions, and initiatives purporting to relate to,restrict or control the timing of the Project shall not apply to the Project and shall not prevail over this Agreement 3.12 Subdivision and Other Agreements. Nothing in this Agreement shall exempt DEVELOPER from completing work required by a subdivision agreement or similar agreement in accordance with the terms thereof CITY shall not require more work by DEVELOPER than is required by this Agreement or the Project Approvals. 3.13 Assignment. 3.13.1 Right to Assign. DEVELOPER shall have the right to sell, transfer or assign the Property in whole or in part, to any person,partnership,joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following condition precedent: TS Development Agreement -10- December 14,2010 de compliance with one or more provisions of this Agreement, such provisions of the Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with Changes in the Law. 3.10 Term of Agreement. The initial term of this Agreement shall commence on the Effective Date, and shall continue for a period of Eight (8) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the term of this Development Agreement may be extended subject to approval of the TS Development Agreement -9- December 14,2010 discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property. (b) Fifteen (15) business days prior to any such sale, transfer or assignment, DEVELOPER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement, in a form reasonably acceptable to CITY,by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of DEVELOPER under this Agreement. (c) To the extent the sale, transfer or assignment complies with the conditions set forth in (a) and (b)hereinabove, and that the purchaser, transferee or assignee have the financial wherewithal,background and experience to perform the duties and obligations required by this Agreement as reasonably determined by the CITY, the CITY shall approve the sale, transfer or assignment in writing, which approval shall not unreasonably be withheld, conditioned or delayed. The sale, transfer or assignment of this Agreement shall be deemed approved by City if not confirmed in writing within 30 days following City's receipt of notice pursuant to subsection(b). Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by DEVELOPER under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 3.13.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee,but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. 3.13.2 Release of Transferring DEVELOPER. Upon any sale, transfer or assignment made pursuant to this Agreement, a transferring DEVELOPER shall no longer be obligated under this Agreement upon the full satisfaction by such transferring DEVELOPER of the following conditions: (a) DEVELOPER no longer has a legal or equitable interest in all or any part of the Property. (b) DEVELOPER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 3.13.1 above. (c) The purchaser, transferee or assignee provides CITY with security equivalent to any security previously provided by DEVELOPER to secure performance of its obligations hereunder. 3.13.3 Subsequent Assignment. Any subsequent sale, transfer or assignment following an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section. TS Development Agreement -11- December 14,2010 term of this Agreement shall commence on the Effective Date, and shall continue for a period of Eight (8) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the term of this Development Agreement may be extended subject to approval of the TS Development Agreement -9- December 14,2010 discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement 3.13.4 Partial Release of Purchaser, Transferee or Assignee of Commercial Parcel. A purchaser, transferee or assignee of a parcel,which has been finally subdivided and for which a commercial plot plan for development of the parcel has been finally approved pursuant to the TSMDP, may submit a request, in writing, to CITY to release said parcel from the obligations under this Agreement relating to all other portions of the Property. Within thirty(30) days of such request, CITY shall review, and if the above conditions are satisfied shall approve the request for release and notify the purchaser, transferee or assignee in writing thereof. No such release approved pursuant to this Subsection 3.13.4 shall cause, or otherwise affect, a release of DEVELOPER from its duties and obligations under this Agreement, unless DEVELOPER has satisfied the requirements of Subsection 3.13.2 of this Section. 3.13.5 Termination of Agreement With Respect to Individual Parcels Upon Sale to Public and Completion of Construction. The provisions of Subsection 3.13.1 shall not apply to the sale or lease (for a period longer than one year) of any parcel which has been finally subdivided and is individually(and not in"bulk") sold or leased. Notwithstanding any other provisions of this Agreement, this Agreement shall terminate with respect to any parcel and such parcel shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: (a) The parcel has been finally subdivided and individually(and not in "bulk") sold or leased(for a period longer than one year); and, (b) A Certificate of Occupancy has been issued for a building on the parcel, and the fees set forth under Section 4 of this Agreement have been paid. 3.14 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all parties. This provision shall not limit any remedy of CITY or DEVELOPER as provided by this Agreement. 3.15 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: (a) Expiration of the stated term of this Agreement as set forth in Subsection 3.11. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement. (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications. TS Development Agreement -12- December 14,2010 December 14,2010 term of this Agreement shall commence on the Effective Date, and shall continue for a period of Eight (8) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the term of this Development Agreement may be extended subject to approval of the TS Development Agreement -9- December 14,2010 discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement (e) Termination of this Agreement based on any default of DEVELOPER and following the termination proceedings required pursuant to any development agreement policies and procedures adopted by the CITY and in force and effect on the Effective Date. Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement,no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid pursuant to Section 4 of this Agreement by DEVELOPER to CITY for commercial development on which construction has not yet begun shall be refunded to DEVELOPER by CITY. 3.16 Notices. 3.16.1 As used in this Agreement, "notice"includes,but is not limited to, the communication of notice,request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.16.2 All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or(ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or(iii) on the date of delivery shown in the records of the telegraph company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows: If to CITY: John R. Harper, City Attorney City of Grand Terrace Harper&Burns 22795 Barton Road 453 Glassell Street Grand Terrace, CA 92313-5295 Orange, CA 92666 Attn: City Manager Telephone: (714) 771-7728 Telephone: (909) 430-2226 Facsimile: (714) 744-3350 Facsimile: (909) 783-2600 Copy to: Joyce Powers, Community and Economic Development Director TS Development Agreement -13- December 14,2010 (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications. TS Development Agreement -12- December 14,2010 December 14,2010 term of this Agreement shall commence on the Effective Date, and shall continue for a period of Eight (8) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the term of this Development Agreement may be extended subject to approval of the TS Development Agreement -9- December 14,2010 discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement If to DEVELOPER: Sean Varner, Esq. Stater Bros. Markets Varner&Brandt, LLP 301 South Tippecanoe Ave. 3750 University Avenue, Suite 610 San Bernardino, CA 92408 Riverside, CA 92501-3323 Telephone: (909) 733-5002 Telephone: (951) 274-7777 Facsimile: (909) 733-4002 Facsimile: (951) 274-7770 Attn: Mike Slaton Copy to: Jacobsen Family Holdings, LLC 21800 Burbank Blvd., Suite 330 Woodland Hills, CA 91367 Telephone: (818) 251-9911 Facsimile: (818) 251-9912 Attn: Douglas Jacobsen 3.16.3 Either party may,by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 4. PROJECT DEVELOPMENT. 4.1 Rights to Develop. Subject to the terms of this Agreement, including the Reservations of Authority, DEVELOPER shall have a vested right to develop the Property in accordance with, and to the extent of, the TSMDP. The Project shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the TSMDP. 4.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, including the Reservations of Authority, 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 the Existing Land Use Regulations. In connection with any Subsequent Development Approval, CITY shall exercise its discretion in accordance with the TSMDP pursuant to the CITY's Site and Architectural Review process and Conditional Use Permit process where specified by the TSMDP, and as provided by this Agreement including, but not limited to, the Reservations of Authority. 4.3 Master Development Plan. It is the intent of the parties that DEVELOPER shall commence development of the Project on or after the Effective Date in TS Development Agreement -14- December 14,2010 mic Development Director TS Development Agreement -13- December 14,2010 (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications. TS Development Agreement -12- December 14,2010 December 14,2010 term of this Agreement shall commence on the Effective Date, and shall continue for a period of Eight (8) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the term of this Development Agreement may be extended subject to approval of the TS Development Agreement -9- December 14,2010 discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement accordance with the Project Approvals. The Project shall be developed and completed in conformance with the Project Approvals and any and all other plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and between DEVELOPER and CITY. CITY agrees to approve preliminary and construction plans and preliminary and landscaping plans, if consistent with the Project Approvals, subject only to CITY's Site and Architectural Review process or Conditional Use Permit process where specified by the TSMDP. 4.3.1 DEVELOPER to Obtain all Project Approvals. For each phase of the Project subsequent to Development Unit 1, DEVELOPER shall prepare and submit complete development applications and any other required application, document, fee, charge or other item (including, without limitation, deposit, fund or surety)required for construction or installation of the Project,pursuant to all Applicable Laws and Project Approvals. 4.3.2 Project Changes. If any revisions to the Project are required by a governmental body, DEVELOPER shall promptly make any such revisions that are (i) generally consistent with the scope of development, (ii)would not result in any material additional improvements not identified in the approved TSMDP, Project Approvals and Subsequent Development Approvals; and (iii)would not impose any material financial burden on the Project,without DEVELOPER's written consent thereto. 4.3.3 Conditions of Approval. Notwithstanding any provision to the contrary in this Agreement,DEVELOPER agrees to accept and comply fully with any and all reasonable conditions of approval applicable to any approvals,permits or other governmental actions regarding the construction or installation of the Project that are both: (i) consistent with this Agreement and(ii) would not result in any material additional improvements not identified in the approved TSMDP, Project Approvals and Subsequent Development Approvals. 4.3.4 Payment of Costs and Fees. DEVELOPER and CITY agree that CITY has not provided and shall not provide any financial assistance or incentive to DEVELOPER in connection with the construction or installation of the Project. 4.4 DEVELOPER Changes to Project Plans and Specifications During Course of Construction. DEVELOPER shall have the right, during the course of construction of the Project, to make "minor field changes," with CITY approval, if such changes do not affect the type of use to be conducted within all or any portion of a structure. "Minor field changes" shall be defined as those changes from the approved construction drawings,plans and specifications included in the Project Site Plan and Project Approvals that have no reasonable effect on the Project and are made in order to expedite the work of construction in response to field conditions. Nothing contained in this Subsection 4.4 shall be deemed to constitute a waiver of or change in any approvals governing any such minor field changes or in any approvals by any government body otherwise required for any such minor field changes. However, in no case, may field changes be made to any aspect of the Project Site Plan and TS Development Agreement -15- December 14,2010 t -9- December 14,2010 discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement Project Approvals for which Incentive Bonus Points, as identified in Exhibit"F", were granted. 4.5 Timing of Development. The parties acknowledge that DEVELOPER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of DEVELOPER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. The DEVELOPER shall have the right to develop the Property in such order and at such rate and at such times as DEVELOPER deems appropriate within the exercise of its subjective business judgment, subject only to any timing or phasing requirements set forth in the TSMDP which are required in order to provide for the orderly development of the Property. 4.6 Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Project Approvals, subject to the following: 4.6.1 Minor Changes and Adjustments. If and when the parties find that minor changes or adjustments are necessary or appropriate to the Project or the TSMDP, they shall, unless otherwise required by law, effectuate such changes or adjustments through administrative amendments approved by the City Manager, which, after execution, shall be attached hereto addenda and become a part hereof, and may be further changed and amended from time to time as necessary, with approval by the City Manager as may be requested by DEVELOPER. Minor changes or adjustments shall be those which are consistent with the overall intent of the TSMDP and this Agreement and which do not materially alter the overall land uses, nature, scope, intensity of development, or design of the Project. 4.6.2 Unless otherwise required by law, as determined in CITY's reasonable discretion, a change to the Project Approvals shall be deemed"minor" and not require an amendment to this Agreement provided such change does not: (a) Alter the permitted uses of the Property as a whole; or, (b) Significantly increase the density or intensity of use of the Property as a whole; or, (c) Significantly increase the maximum height and size of permitted buildings; or, delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or, (d) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code. TS Development Agreement -16- December 14,2010 Site Plan and Project Approvals that have no reasonable effect on the Project and are made in order to expedite the work of construction in response to field conditions. Nothing contained in this Subsection 4.4 shall be deemed to constitute a waiver of or change in any approvals governing any such minor field changes or in any approvals by any government body otherwise required for any such minor field changes. However, in no case, may field changes be made to any aspect of the Project Site Plan and TS Development Agreement -15- December 14,2010 t -9- December 14,2010 discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement (e) Impact the design quality which was a basis for Incentive Bonus Points described in Exhibit"F" as determined by the City Manager. 4.7 Reservations of Authority. 4.7.1 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 Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies,petitions, applications,notices, findings, records,hearings, reports,recommendations, appeals and any other matter of procedure, except as specifically set forth in the Barton Road Specific Plan and this Agreement, and applicable to the Project on the Effective Date. (c) Regulations governing construction standards and specifications including, without limitation, the CITY's Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code. (d) Regulations which may be in conflict with the TSMDP but which are reasonably necessary to protect the public health and safety. To the extent possible, any such regulations shall be applied and construed so as to provide DEVELOPER with the rights and assurances provided under this Agreement. (e) Regulations which are not in conflict with the TSMDP, the Project Approvals or Subsequent Project Approvals. Any regulation whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to conflict with the TSMDP and shall therefore not be applicable to the development of the Property. (0 Regulations which are in conflict with the TSMDP provided DEVELOPER has given written consent, in its sole and absolute discretion, to the application of such regulations to development of the Property. 4.7.2 Subsequent Development Approvals. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the TSMDP, the Project Approvals or this Agreement,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 not in conflict with the TSMDP, this Agreement or the Project Approvals. TS Development Agreement -17- December 14,2010 Project Approvals that have no reasonable effect on the Project and are made in order to expedite the work of construction in response to field conditions. Nothing contained in this Subsection 4.4 shall be deemed to constitute a waiver of or change in any approvals governing any such minor field changes or in any approvals by any government body otherwise required for any such minor field changes. However, in no case, may field changes be made to any aspect of the Project Site Plan and TS Development Agreement -15- December 14,2010 t -9- December 14,2010 discharged within the spill containment system shall be disposed of in accordance with all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement 4.7.3 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, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations; provided, however, that 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 provisions impractical • to enforce. 4.7.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power which cannot be so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority which cannot be restricted by contract. 4.8 Public Works. If DEVELOPER is required by this Agreement to construct any public works facilities which will be dedicated to CITY or any other public agency upon completion, and if required by applicable laws to do so,DEVELOPER shall perform such work in the same manner and subject to the same requirements as would be applicable to CITY or such other public agency should it have undertaken such construction. 4.9 Life of Subdivision Maps, Development Approvals and Permits. The term of each Project Approval and Subsequent Approval, including without limitation, subdivision maps, shall automatically be extended for the longer of the term of this Agreement(including any extensions) or the term otherwise applicable to such Approval if this Agreement were no longer in effect. The term of this Agreement shall be extended by a time period equal to the sum of any periods of time during which a development moratorium, as defined in section 66452.6(f) of the Subdivision Map Act, is in effect. 4.10 Vesting Tentative Maps. If any tentative or final subdivision map, or tentative or final parcel map, heretofore or hereafter approved in connection with development of the Property, is a vesting map under the Subdivision Map Act and if this Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right to develop to DEVELOPER, then and to that extent the rights and protections afforded DEVELOPER under the laws and ordinances applicable to vesting maps shall supersede the provisions of this Agreement. Except as set forth immediately above, development of the Property shall occur only as provided in the TSMDP and this Agreement, and the provisions in this Agreement shall be controlling over any conflicting provision, including a provision of law or ordinance concerning vesting maps. 4.11 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project. DEVELOPER shall contract with the CITY for CITY-owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. TS Development Agreement -18- December 14,2010 h all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement 4.12 Development Impact Fees. 4.12.1 Amount and Components of Fee. The Development Impact Fees applicable to the Project shall be those fees set forth in Exhibit "E-1" hereto, subject to the credits/reimbursement set forth in Exhibit "E-2" hereto. 4.12.2 Time of Payment. The fees required to be paid by DEVELOPER pursuant to this Agreement shall be paid to CITY prior to the issuance of the applicable building permit for each commercial unit. 4.13 Credit. 4.13.1 The CITY acknowledges that the DEVELOPER may be required to pay certain fees, assessments and exactions which may be expended for certain public improvements and other public benefits, or to construct certain public improvements which will benefit lands within the CITY outside the Property. 4.13.2 The CITY shall credit DEVELOPER in accordance with Exhibit "E-2" herein. 4.14 Development Incentive Bonuses 4.14.1 Pursuant to the Barton Road Specific Plan and the Project Approvals; the CITY has granted development incentive bonuses based upon the overall merits of the Project. The Project successfully consolidates multiple parcels and provides an integrated plan, architecture and signage for development of Master Plan Area 1 of Planning Area 1 of the Barton Road Specific Plan, and provides a number of other features and amenities which exceed the CITY's development standards and standards of the Barton Road Specific Plan, such that the Project qualifies for Incentive Bonuses or Bonus Points in the form of relaxations of development regulations, approved through the CITY's Site and Architectural Review process. The Project Approval on July 27,2010 include a determination that the Project is entitled to Incentive Bonuses or Bonus Points, which may be used by the DEVELOPER for Development Units 1 through 4, as more specifically set forth on Exhibit 5. REVIEW FOR COMPLIANCE. 5.1 Periodic Review. The Community and Economic Development Director shall review this Agreement periodically as required by law, in order to ascertain the good faith compliance by DEVELOPER with the terms of the Agreement. TS Development Agreement -19- December 14,2010 ap, or tentative or final parcel map, heretofore or hereafter approved in connection with development of the Property, is a vesting map under the Subdivision Map Act and if this Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right to develop to DEVELOPER, then and to that extent the rights and protections afforded DEVELOPER under the laws and ordinances applicable to vesting maps shall supersede the provisions of this Agreement. Except as set forth immediately above, development of the Property shall occur only as provided in the TSMDP and this Agreement, and the provisions in this Agreement shall be controlling over any conflicting provision, including a provision of law or ordinance concerning vesting maps. 4.11 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project. DEVELOPER shall contract with the CITY for CITY-owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. TS Development Agreement -18- December 14,2010 h all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement 5.2 Procedure. 5.2.1 During any periodic review, DEVELOPER may be required to demonstrate good faith compliance with the terms of the Agreement. The burden of proof on this issue shall be on DEVELOPER. 5.2.2 Upon completion of any periodic review, the Community and Economic Development Director shall submit a report to the City Council of the CITY, setting forth the evidence concerning good faith compliance by DEVELOPER with the terms of this Agreement and his or her recommended finding on that issue. 5.2.3 If the City Council of the CITY finds on the basis of substantial evidence that DEVELOPER has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. 5.2.4 If the City Council of the CITY makes a preliminary finding that DEVELOPER has not complied in good faith with the terms and conditions of this Agreement, the CITY may pursue any remedy at law or equity for the breach of any provision of this Agreement. 6. DEFAULT AND REMEDIES. Remedies in General. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement. 6.1 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties,based on the following: (a) 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, DEVELOPER may be foreclosed from other choices it may have had to utilize the Property or portions thereof DEVELOPER has 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, and it is not possible to determine the sum of money which would adequately compensate DEVELOPER for such efforts. 6.2 Termination or Modification of Agreement for Default of DEVELOPER. CITY may terminate or modify this Agreement for any failure of DEVELOPER to perform any material duty or obligation of DEVELOPER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default"); provided, however, CITY may terminate or modify this Agreement pursuant to this Section only after TS Development Agreement -20- December 14,2010 shall occur only as provided in the TSMDP and this Agreement, and the provisions in this Agreement shall be controlling over any conflicting provision, including a provision of law or ordinance concerning vesting maps. 4.11 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project. DEVELOPER shall contract with the CITY for CITY-owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. TS Development Agreement -18- December 14,2010 h all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement providing written notice to DEVELOPER of default setting forth the nature of the default and the actions, if any, required by DEVELOPER to cure such default and, where the default can be cured, DEVELOPER has failed to take such actions and cure such default within sixty(60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty(60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty(60) day period and to diligently proceed to complete such actions and cure such default. 6.3 Termination of Agreement for Default of CITY. DEVELOPER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the default can be cured, CITY has failed to take such actions and cure such default within sixty(60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty(60) day period but can be cured within a longer time,has failed to commence the actions necessary to cure such default within such sixty(60) day period and to diligently proceed to complete such actions and cure such default. 7. THIRD PARTY LITIGATION. 7.1 General Plan and/or Barton Road Specific Plan Litigation. CITY has determined that this Agreement is consistent with its General Plan and the Barton Road Specific Plan(collectively referred to as the "General Plan"), and that the General Plan meets all requirements of law. DEVELOPER has reviewed the General Plan and concurs with CITY's determination. 7.2 Third Party Litigation Concerning Agreement. DEVELOPER shall defend, at its expense, including attorneys' fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, or shall relinquish the right to the entitlement that is subject to attack. CITY shall promptly notify DEVELOPER of any such claim, action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify DEVELOPER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, DEVELOPER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion and at its own expense participate in the defense of any such claim, action or proceeding. 7.3 Reservation of Rights. With respect to Subsection 8.2, CITY reserves the right to either (1) approve the attorney(s)which DEVELOPER selects, hires or otherwise engages to defend CITY hereunder, which approval shall not be unreasonably withheld, or(2) conduct its own defense, provided, however, that DEVELOPER shall have no obligation to reimburse CITY for any such voluntary expenses incurred for such defense, including attorneys' fees. TS Development Agreement -21- December 14,2010 ities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. TS Development Agreement -18- December 14,2010 h all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement 8. MORTGAGEE PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit DEVELOPER, in any manner, at DEVELOPER's sole discretion, 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 DEVELOPER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided 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: (a) Neither entering into this Agreement nor a breach 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 DEVELOPER in the performance of DEVELOPER'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 DEVELOPER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within',ten(10) days of sending the notice of default to DEVELOPER. The Mortgagee shall have the right,but not the obligation, to cure the default during the remaining 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. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of DEVELOPER's obligations or other affirmative covenants of DEVELOPER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by DEVELOPER is a condition precedent to the performance of a covenant by CITY , the performance thereof shall continue to be a condition precedent to CITY's performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Subsection 3.13 of this Agreement. TS Development Agreement -22- December 14,2010 R shall have no obligation to reimburse CITY for any such voluntary expenses incurred for such defense, including attorneys' fees. TS Development Agreement -21- December 14,2010 ities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. TS Development Agreement -18- December 14,2010 h all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement 9. MISCELLANEOUS PROVISIONS. 9.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference. 9.2 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the San Bernardino County Recorder by the City Clerk within the period required by Section 65868.5 of the Government Code. 9.3 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. 9.4 Severability. If any term,provision, covenant or condition of this Agreement shall be determined by a final judicial determination to be invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the public benefits set forth in Section 2 of this Agreement is an essential elements of this Agreement, and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are conclusively determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever. 9.5 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. 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 party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 9.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 9.7 Singular and Plural. As used herein, the singular of any word includes the plural. 9.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property is owned, in whole or in part,by more than one DEVELOPER, all obligations of such DEVELOPERS under this Agreement shall be joint and several, and the default of any such DEVELOPER shall be the default of all such DEVELOPERS. Notwithstanding the foregoing, no DEVELOPER of a single parcel which has been finally subdivided and sold to such DEVELOPER as a member of the general public or otherwise as TS Development Agreement -23- December 14,2010 ember 14,2010 R shall have no obligation to reimburse CITY for any such voluntary expenses incurred for such defense, including attorneys' fees. TS Development Agreement -21- December 14,2010 ities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. TS Development Agreement -18- December 14,2010 h all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof. 9.9 Time of Essence. Time is of the essence in the performance of.the provisions of this Agreement as to which time is an element. 9.10 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other 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. 9.11 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 9.12 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires,wars, riots or similar hostilities, strikes and other labor difficulties beyond the party's control, (including the party's employment force), government regulations, 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 by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance,provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years. 9.13 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. 9.14 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b)runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 9.15 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. TS Development Agreement -24- December 14,2010 public or otherwise as TS Development Agreement -23- December 14,2010 ember 14,2010 R shall have no obligation to reimburse CITY for any such voluntary expenses incurred for such defense, including attorneys' fees. TS Development Agreement -21- December 14,2010 ities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. TS Development Agreement -18- December 14,2010 h all applicable federal, state, and local rules, regulations, and laws, and shall not be e receipt of a supplemental or amended application, the community development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement 9.16 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a 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 San Bernardino, 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. 9.17 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither 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 DEVELOPER is that of a government entity regulating the development of private property and the DEVELOPER of such property. 9.18 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 either party at any time, the other party 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. 9.19 Agent for Service of Process. In the event DEVELOPER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, DEVELOPER shall file with the Community and Economic Development Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name,residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon DEVELOPER. If for any reason service of such process upon such agent is not feasible, then in such event DEVELOPER may be personally served with such process out of this County and such service shall constitute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 and warrants and represents that he or she/they has/have the authority to bind DEVELOPER to the performance of its obligations hereunder. IN WITNESS WHEREOF,the parties hereto have executed this Development Agreement on the last day and year set forth below. DEVELOPER Dated: (0 —2--cr JACOBSEN FAMILY TRUST,a California Limit• + •' '. Company ,,4101 /41, BY: ci.agrAlliff Fob . Dated: ` r— STATER BROS.MARKETS, a California Corporation By: hh Its: 5€4i7v !/G� o74 CITY - Dated: k2.—J /— J ) CITY OF GRAND TERRACE,a California Municipal Corporation • By: Walt Stanckiewitz, Mayor ATTEST: By: City Clerk APPROVED AS TO LEGAL FORM: City Attorne W02-WEST:3MPB 11402367481.1 -26- n CITY and DEVELOPER is that of a government entity regulating the development of private property and the DEVELOPER of such property. 9.18 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 either party at any time, the other party 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. 9.19 Agent for Service of Process. In the event DEVELOPER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, DEVELOPER shall file with the Community and Economic Development Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name,residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon DEVELOPER. If for any reason service of such process upon such agent is not feasible, then in such event DEVELOPER may be personally served with such process out of this County and such service shall constitute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement Exhibit "A" Legal Description Page 1 APN 1167-231-03: THE WEST 120 FEET OF THE EAST 360 FEET OF LOT 3, SECTION 5, TOWNSHIP 2 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO MAP OF EAST RIVERSIDE LAND COMPANY, IN THE CITY OF GRAND TERRACE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6, PAGE 44 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE NORTHERLY 17 FEET AS CONVEYED TO THE CITY OF GRAND TERRACE BY DEED RECORDED AUGUST 18, 1986 AS INSTRUMENT NO. 86-234863, O.R. APN 1167-231-08: THE WEST ONE ACRE OF THE EAST TWO ACRES OF LOT 4, IN SECTION 5, TOWNSHIP 2 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO MAP OF EAST RIVERSIDE LAND COMPANY, IN THE CITY OF GRAND TERRACE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6, PAGE 44 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTH 203.39 FEET, THE NORTH LINE OF THE SOUTH 203.39 FEET BEING DRAWN PARALLEL WITH THE SOUTH LINE OF SAID LOT. ALSO EXCEPT THE NORTHERLY 17 FEET AS CONVEYED TO THE CITY OF GRAND TERRACE BY DEED RECORDED AUGUST 29, 1986 AS INSTRUMENT NO. 86-249760, O.R. APN 1167-231-09: ALL THAT PORTION OF LOT 4, IN SECTION 5, TOWNSHIP 2 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO MAP SHOWING LANDS OF EAST RIVERSIDE LAND COMPANY, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6, PAGE 44 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF BARTON ROAD (FORMERLY PALM AVENUE) WITH THE WEST LINE OF THE EAST 2 ACRES OF SAID LOT 4; THENCE SOUTH 193 FEET; THENCE WEST 127 FEET; THENCE NORTH 193 FEET TO THE SOUTH LINE OF BARTON ROAD; THENCE EAST 127 FEET TO THE POINT OF BEGINNING. TS Development Agreement -27- December 14,2010 foreign corporation, then in any such event, DEVELOPER shall file with the Community and Economic Development Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name,residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon DEVELOPER. If for any reason service of such process upon such agent is not feasible, then in such event DEVELOPER may be personally served with such process out of this County and such service shall constitute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement Exhibit "A" Legal Description Page 2 APN 1167-231-12: THAT PORTION OF LOT 4, ACCORDING TO MAP SHOWN LAND OF THE EAST RIVERSIDE LAND CO., IN THE CITY OF GRAND TERRACE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6, PAGES 44 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. BEGINNING AT A POINT ON THE EAST LINE OF MICHIGAN STREET, 66 FEET WIDE AS SHOWN ON SAID MAP, 203.39 FEET NORTH OF THE SOUTH LINE OF SAID LOT; THENCE EAST PARALLEL WITH AND 203.39 FEET NORTH OF SAID LINE 432.27 FEET TO THE WEST LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO JOHN M. BROWN, ET UX., BY DEED RECORDED JANUARY 1, 1945 IN BOOK 1791, PAGE 101, O.R. THENCE NORTH ALONG SAID WEST LINE 221 FEET, MORE OR LESS, TO A POINT 193 FEET SOUTH OF THE SOUTH LINE OF BARTON ROAD, 65 FEET WIDE; THENCE WEST PARALLEL WITH SAID SOUTH LINE, 127 FEET; THENCE NORTH 18 FEET TO A POINT, 175 FEET SOUTH OF THE SOUTH LINE OF SAID BARTON ROAD; THENCE WEST PARALLEL AND 175 FEET SOUTH OF SAID SOUTH LINE TO THE EAST LINE OF SAID MICHIGAN AVENUE; THENCE SOUTH ALONG SAID EAST LINE TO THE POINT OF BEGINNING. APN 1167-231-13: THE SOUTH 203.39 FEET OF LOT 4, ACCORDING TO MAP SHOWING LANDS OF THE EAST RIVERSIDE LAND COMPANY, IN THE CITY OF GRAND TERRACE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 OF MAPS, PAGE 44, RECORDS OF SAID COUNTY, THE NORTH LINE OF WHICH IS DRAWN PARALLEL WITH THE SOUTH LINE OF SAID LOT. EXCEPT ANY PORTION LYING WITHIN ANY COUNTY ROADS. APN 1167-231-15: PARCEL 4 OF THAT CERTIFICATE OF COMPLIANCE WHICH RECORDED DECEMBER 14, 2006, AS INSTRUMENT NO. 2006-861592, O.R., IN THE CITY OF GRAND TERRACE. COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: TS Development Agreement -28- December 14,2010 INNING. TS Development Agreement -27- December 14,2010 foreign corporation, then in any such event, DEVELOPER shall file with the Community and Economic Development Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name,residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon DEVELOPER. If for any reason service of such process upon such agent is not feasible, then in such event DEVELOPER may be personally served with such process out of this County and such service shall constitute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement Exhibit "A" Legal Description Page 3 BEING A PORTION OF LOT 3 AND OF LOT 4 , SECTION 5,TOWNSHIP 2 SOUTH, RANGE 4 WEST, S.B.M., ACCORDING TO MAP OF THE EAST RIVERSIDE LAND COMPANY, RECORDED IN BOOK 6, PAGE 44, OF MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 3; THENCE SOUTH 89°25'30' WEST 360.00 FEET ALONG THE NORTH LINE OF SAID LOT TO THE NORTHERLY PROLONGATION OF THE EAST LINE OF THE LAND GRANTED TO DENNIS D. JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED JULY 5, 2006 AS INSTRUMENT NO. 2006-455383, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 00°29'04" EAST 17.00 FEET ALONG SAID PROLONGATION TO THE NORTHEAST CORNER OF SAID LAND; THENCE SOUTH 89°25'30" WEST 46.74 FEET ALONG THE NORTH LINE OF SAID LAND, BEING ALSO THE SOUTH LINE OF BARTON ROAD, HAVING A HALF WIDTH OF 50.00 FEET; THENCE SOUTH 00°05'14 EAST 114.18 FEET; THENCE NORTH 90°00'00" WEST 72.12 FEET AND THE TRUE POINT OF BEGINNING OF THE LAND DESCRIBED HEREIN; THENCE CONTINUING NORTH 90°00'00" WEST 224.51 FEET; THENCE NORTH 00°05'14" EAST 111.21 FEET TO THE SOUTH LINE OF SAID BARTON ROAD, HAVING A HALF WIDTH OF 50.00 FEET; THENCE SOUTH 89°25'30" WEST 36.42 FEET ALONG SAID SOUTH LINE TO THE WEST LINE OF THE LAND GRANTED TO SDG INVESTMENTS, LLC, BY DEED RECORDED NOV. 24, 2004 AS INSTRUMENT NO. 2004-0868658, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 00° 26' 50"EAST 396.87 FEET ALONG SAID WEST LINE TO THE NORTH LINE OF THE SOUTH 203.39 FEET OF SAID LOT 4; THENCE NORTH 89° 35' 21"EAST 97.42 FEET ALONG SAID NORTH LINE TO THE WEST LINE OF THE LAND GRANTED TO AFFILIATED JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED OCTOBER 6, 2004 AS INSTRUMENT NO. 2004-0728921, RECORDS OF SAID COUNTY; THENCE SOUTH 00°26' 50" EAST 203.39 FEET ALONG SAID WEST LINE TO THE SOUTH LINE OF SAID LOT 3, BEING ALSO THE NORTHERLY RIGHT OF WAY LINE OF LA PAIX STREET, 15.00 FEET IN HALF WIDTH, AS SHOWN ON MAP BOOK 139, PAGES 47 AND 48 AND MAP BOOK 148, PAGES 81 AND 82, RECORDS OF SAID COUNTY; THENCE NORTH 89° 35' 21" EAST 162.78 FEET ALONG SAID NORTHERLY RIGHT OF WAY TO THE SOUTH EAST CORNER OF SAID INSTRUMENT NO. 2004-0728917; THENCE NORTH 00° 29' 04" WEST 487.56 FEET ALONG THE EAST LINE OF SAID LAND TO THE TRUE POINT OF BEGINNING. TS Development Agreement -29- December 14,2010 R. If for any reason service of such process upon such agent is not feasible, then in such event DEVELOPER may be personally served with such process out of this County and such service shall constitute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement Exhibit "A" Legal Description Page 4 APN 1167-231-21: PARCEL 4 OF THAT CERTIFICATE OF COMPLIANCE WHICH RECORDED DECEMBER 14, 2006, AS INSTRUMENT NO. 2006-861592, O.R., IN THE CITY OF GRAND TERRACE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING A PORTION OF LOT 3 AND OF LOT 4 , SECTION 5,TOWNSHIP 2 SOUTH, RANGE 4 WEST, S.B.M., ACCORDING TO MAP OF THE EAST RIVERSIDE LAND COMPANY, RECORDED IN BOOK 6, PAGE 44, OF MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 3; THENCE SOUTH 89°25'30'WEST 360.00 FEET ALONG THE NORTH LINE OF SAID LOT TO THE NORTHERLY PROLONGATION OF THE EAST LINE OF THE LAND GRANTED TO DENNIS D. JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED JULY 5, 2006 AS INSTRUMENT NO. 2006-455383, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 00°29'04" EAST 17.00 FEET ALONG SAID PROLONGATION TO THE NORTHEAST CORNER OF SAID LAND; THENCE SOUTH 89°25'30" WEST 46.74 FEET ALONG THE NORTH LINE OF SAID LAND, BEING ALSO THE SOUTH LINE OF BARTON ROAD, HAVING A HALF WIDTH OF 50.00 FEET; THENCE SOUTH 00°05'14 EAST 114.18 FEET; THENCE NORTH 90°00'00" WEST 72.12 FEET AND THE TRUE POINT OF BEGINNING OF THE LAND DESCRIBED HEREIN; THENCE CONTINUING NORTH 90°00'00" WEST 224.51 FEET; THENCE NORTH 00°05'14" EAST 111.21 FEET TO THE SOUTH LINE OF SAIL) BARTON ROAD, HAVING A HALF WIDTH OF 50.00 FEET; THENCE SOUTH 89°25'30" WEST 36.42 FEET ALONG SAID SOUTH LINE TO THE WEST LINE OF THE LAND GRANTED TO SDG INVESTMENTS, LLC, BY DEED RECORDED NOV. 24, 2004 AS INSTRUMENT NO. 2004-0868658, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 00° 26' 50"EAST 396.87 FEET ALONG SAID WEST LINE TO THE NORTH LINE OF THE SOUTH 203.39 FEET OF SAID LOT 4; THENCE NORTH 89° 35' 21"EAST 97.42 FEET ALONG SAID NORTH LINE TO THE WEST LINE OF THE LAND GRANTED TO AFFILIATED JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED OCTOBER 6, 2004 AS INSTRUMENT NO. 2004-0728921, RECORDS OF SAID COUNTY; THENCE SOUTH 00°26' 50" EAST 203.39 FEET ALONG SAID WEST LINE TO THE SOUTH LINE OF SAID LOT 3, BEING ALSO THE NORTHERLY RIGHT OF WAY LINE OF LA PAIR STREET, 15.00 FEET IN HALF WIDTH, AS SHOWN ON MAP BOOK 139, PAGES 47 AND 48 AND MAP BOOK 148, PAGES 81 AND 82, RECORDS OF SAID COUNTY; THENCE NORTH 89° 35' 21" EAST 162.78 FEET ALONG SAID NORTHERLY RIGHT OF WAY TO THE SOUTH EAST _ CORNER OF SAID INSTRUMENT NO. 2004-0728917; THENCE NORTH 00° 29' 04" WEST 487.56 FEET ALONG THE EAST LINE OF SAID LAND TO THE TRUE POINT OF BEGINNING. TS Development Agreement -30- December 14,2010 tute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement __ Exhibit "B" Property Subject to Development Agreement . J • — , 01,. �Y5- ' c }I,A.� ..• I V -i —1t g D a5 ha W it >.. Q? V z — O. Q—N LfQ" W 9,1 s - > 74 z a}te EnIV ® a? ° = 1167-231-09 c � ' m vo " 1167-231-08 fis H.I! ,,,. Ga. Q j 4. t Is.V. �T N l 11 1 3. 1167-231-15 • r Y t • 1167-231-03 M 1167-231-02 z I NOT A PART CO 1167-231-01 SD NOT.A PART g. co r ", 1.4 1167-311-01 NOT A PART { Q. V 0 Y! 1167-311-02 NOT A PART i v w — TS Development Agreement -31- December 14,2010 ; THENCE SOUTH 00°05'14 EAST 114.18 FEET; THENCE NORTH 90°00'00" WEST 72.12 FEET AND THE TRUE POINT OF BEGINNING OF THE LAND DESCRIBED HEREIN; THENCE CONTINUING NORTH 90°00'00" WEST 224.51 FEET; THENCE NORTH 00°05'14" EAST 111.21 FEET TO THE SOUTH LINE OF SAIL) BARTON ROAD, HAVING A HALF WIDTH OF 50.00 FEET; THENCE SOUTH 89°25'30" WEST 36.42 FEET ALONG SAID SOUTH LINE TO THE WEST LINE OF THE LAND GRANTED TO SDG INVESTMENTS, LLC, BY DEED RECORDED NOV. 24, 2004 AS INSTRUMENT NO. 2004-0868658, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 00° 26' 50"EAST 396.87 FEET ALONG SAID WEST LINE TO THE NORTH LINE OF THE SOUTH 203.39 FEET OF SAID LOT 4; THENCE NORTH 89° 35' 21"EAST 97.42 FEET ALONG SAID NORTH LINE TO THE WEST LINE OF THE LAND GRANTED TO AFFILIATED JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED OCTOBER 6, 2004 AS INSTRUMENT NO. 2004-0728921, RECORDS OF SAID COUNTY; THENCE SOUTH 00°26' 50" EAST 203.39 FEET ALONG SAID WEST LINE TO THE SOUTH LINE OF SAID LOT 3, BEING ALSO THE NORTHERLY RIGHT OF WAY LINE OF LA PAIR STREET, 15.00 FEET IN HALF WIDTH, AS SHOWN ON MAP BOOK 139, PAGES 47 AND 48 AND MAP BOOK 148, PAGES 81 AND 82, RECORDS OF SAID COUNTY; THENCE NORTH 89° 35' 21" EAST 162.78 FEET ALONG SAID NORTHERLY RIGHT OF WAY TO THE SOUTH EAST _ CORNER OF SAID INSTRUMENT NO. 2004-0728917; THENCE NORTH 00° 29' 04" WEST 487.56 FEET ALONG THE EAST LINE OF SAID LAND TO THE TRUE POINT OF BEGINNING. TS Development Agreement -30- December 14,2010 tute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement Exhibit "C" Existing Development Approvals Approved by the Planning Commission pursuant to Site & Architectural Review: Grand Terrace Town Square Master Development Plan- SA 07-12 Master Sign Program No 09-01 Master Development Unit Phasing Plan—SA 07-12 Master Grading and Preliminary Grading Plans— SA 07-12 Sign Program for Development Unit 1 —SA 07-07 Grading and Landscaping Plan for Development Unit 1 —SA 07-07 Site Plan and Elevations for Site Plan for Development Unit 1 —SA 07-07 Approved by the City Council: Final Environmental Impact Report Grand Terrace Town Square Master Development Plan SA 07-12 Master Development Sign Program 09-01 Sign Program for Development Unit 1 Site and Architectural Review 07-07 Tentative Parcel Map No. 17787 (08-01) Approved by the Grand Terrace RDA: Development and Disposition Agreement dated February 15, 2005, and related amendments and Implementation Agreements. TS Development Agreement -32- December 14,2010 1167-311-02 NOT A PART i v w — TS Development Agreement -31- December 14,2010 ; THENCE SOUTH 00°05'14 EAST 114.18 FEET; THENCE NORTH 90°00'00" WEST 72.12 FEET AND THE TRUE POINT OF BEGINNING OF THE LAND DESCRIBED HEREIN; THENCE CONTINUING NORTH 90°00'00" WEST 224.51 FEET; THENCE NORTH 00°05'14" EAST 111.21 FEET TO THE SOUTH LINE OF SAIL) BARTON ROAD, HAVING A HALF WIDTH OF 50.00 FEET; THENCE SOUTH 89°25'30" WEST 36.42 FEET ALONG SAID SOUTH LINE TO THE WEST LINE OF THE LAND GRANTED TO SDG INVESTMENTS, LLC, BY DEED RECORDED NOV. 24, 2004 AS INSTRUMENT NO. 2004-0868658, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 00° 26' 50"EAST 396.87 FEET ALONG SAID WEST LINE TO THE NORTH LINE OF THE SOUTH 203.39 FEET OF SAID LOT 4; THENCE NORTH 89° 35' 21"EAST 97.42 FEET ALONG SAID NORTH LINE TO THE WEST LINE OF THE LAND GRANTED TO AFFILIATED JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED OCTOBER 6, 2004 AS INSTRUMENT NO. 2004-0728921, RECORDS OF SAID COUNTY; THENCE SOUTH 00°26' 50" EAST 203.39 FEET ALONG SAID WEST LINE TO THE SOUTH LINE OF SAID LOT 3, BEING ALSO THE NORTHERLY RIGHT OF WAY LINE OF LA PAIR STREET, 15.00 FEET IN HALF WIDTH, AS SHOWN ON MAP BOOK 139, PAGES 47 AND 48 AND MAP BOOK 148, PAGES 81 AND 82, RECORDS OF SAID COUNTY; THENCE NORTH 89° 35' 21" EAST 162.78 FEET ALONG SAID NORTHERLY RIGHT OF WAY TO THE SOUTH EAST _ CORNER OF SAID INSTRUMENT NO. 2004-0728917; THENCE NORTH 00° 29' 04" WEST 487.56 FEET ALONG THE EAST LINE OF SAID LAND TO THE TRUE POINT OF BEGINNING. TS Development Agreement -30- December 14,2010 tute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement Exhibit "D" Existing Land Use Regulations Grand Terrace Municipal Code, in effect on the Effective Date of this Agreement Grand Terrace Zoning Map and Development Code Grand Terrace General Plan and Barton Road Specific Plan TS Development Agreement -33- December 14,2010 ction 6103 DEVELOPMENT AGREEMENT A DEVELOPMENT AGREEMENT BETWEEN CITY OF GRAND TERRACE,A CALIFORNIA MUNICIPAL CORPORATION, and DENNIS D. JACOBSEN FAMILY HOLDINGS,A CALIFORNIA LIMITED LIABILITY COMPANY OR ASSIGNEE and STATER BROS. MARKETS, A CALIFORNIA CORPORATION OR ASSIGNEE [Adopted by Ordinance No. 255 , Effective January 14,2011] TS Development Agreement -1- December 14,2010 sansultrifhtheCcmmunal'DEwel PmsntDEpmb, L Page 10 of 11 TS Development Agreement Exhibit "E-1" Development Impact Fees Storm Drainage Facilities $.353/sf of commercial space General Facilities $.208/sf of commercial space Public Use Facilities $0.000 (no fee for commercial uses) Parkland/Open Space Acquisition $.05 1/sf Sewer Connection Fees $3000/connection+ $60 for every drainage fixture unit (DFU) in excess of 17 each Arterial Fees $9524.14 per 1,000 sf of gross leasable area Traffic Signal Fees $ 840.00 per 1,000 sf of gross leasable area The above-referenced Development Impact, Arterial and Traffic Signal Fees shall be reviewed by the City Council commencing in the sixth(6th) year following the Effective Date of this Agreement, and may be increased in the manner provided in Government Code Section 66000 et. seq. TS Development Agreement -34- December 14,2010 t and Disposition Agreement dated February 15, 2005, and related amendments and Implementation Agreements. TS Development Agreement -32- December 14,2010 1167-311-02 NOT A PART i v w — TS Development Agreement -31- December 14,2010 ; THENCE SOUTH 00°05'14 EAST 114.18 FEET; THENCE NORTH 90°00'00" WEST 72.12 FEET AND THE TRUE POINT OF BEGINNING OF THE LAND DESCRIBED HEREIN; THENCE CONTINUING NORTH 90°00'00" WEST 224.51 FEET; THENCE NORTH 00°05'14" EAST 111.21 FEET TO THE SOUTH LINE OF SAIL) BARTON ROAD, HAVING A HALF WIDTH OF 50.00 FEET; THENCE SOUTH 89°25'30" WEST 36.42 FEET ALONG SAID SOUTH LINE TO THE WEST LINE OF THE LAND GRANTED TO SDG INVESTMENTS, LLC, BY DEED RECORDED NOV. 24, 2004 AS INSTRUMENT NO. 2004-0868658, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 00° 26' 50"EAST 396.87 FEET ALONG SAID WEST LINE TO THE NORTH LINE OF THE SOUTH 203.39 FEET OF SAID LOT 4; THENCE NORTH 89° 35' 21"EAST 97.42 FEET ALONG SAID NORTH LINE TO THE WEST LINE OF THE LAND GRANTED TO AFFILIATED JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED OCTOBER 6, 2004 AS INSTRUMENT NO. 2004-0728921, RECORDS OF SAID COUNTY; THENCE SOUTH 00°26' 50" EAST 203.39 FEET ALONG SAID WEST LINE TO THE SOUTH LINE OF SAID LOT 3, BEING ALSO THE NORTHERLY RIGHT OF WAY LINE OF LA PAIR STREET, 15.00 FEET IN HALF WIDTH, AS SHOWN ON MAP BOOK 139, PAGES 47 AND 48 AND MAP BOOK 148, PAGES 81 AND 82, RECORDS OF SAID COUNTY; THENCE NORTH 89° 35' 21" EAST 162.78 FEET ALONG SAID NORTHERLY RIGHT OF WAY TO THE SOUTH EAST _ CORNER OF SAID INSTRUMENT NO. 2004-0728917; THENCE NORTH 00° 29' 04" WEST 487.56 FEET ALONG THE EAST LINE OF SAID LAND TO THE TRUE POINT OF BEGINNING. TS Development Agreement -30- December 14,2010 tute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement Exhibit "E-2" Credits DEVELOPER shall be entitled to credit against those Development Impact Fees required to be paid in Exhibit"E-1" as a consequence to the contribution made by preexisting development on the Property, or where it has been demonstrated that the Project will not require additional capacity or infrastructure, as indicated below: Storm Drainage Facilities 100% credit' General Facilities 100% credit2 Public Use Facilities $0.000 (no fee for commercial uses) Parkland/Open Space Acquisition 100% credit3 Sewer Connection Fees 100% credit4 The credits set forth above shall apply to DU 1, DU 2 and a portion of DU 4 of the Project, in accordance with Section 3.4. Justification: Drainage is retained on site, and previous uses contributed their fair share to the existing system, which was overbuilt at the time of the RCS Study. 2 Justification: Pre-existing, high density(mobilehome park, residential and commercial uses) contributed their fair share of general facilities; Project use is less intense then prior uses on Property. 3 Justification: Pre-existing, high density(mobilehome park, residential and commercial uses) contributed their fair share of parkland/open space; Project use is less intense than prior uses on Property. 4 The Project should be credited for capacity purchased in the system by previous residential and commercial uses on the Property, in accordance with Section 4.68.040 of the Municipal Code. The Project has been found to have excess reserved capacity in the City's current wastewater treatment facilities. TS Development Agreement -35- December 14,2010 004 AS INSTRUMENT NO. 2004-0868658, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 00° 26' 50"EAST 396.87 FEET ALONG SAID WEST LINE TO THE NORTH LINE OF THE SOUTH 203.39 FEET OF SAID LOT 4; THENCE NORTH 89° 35' 21"EAST 97.42 FEET ALONG SAID NORTH LINE TO THE WEST LINE OF THE LAND GRANTED TO AFFILIATED JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED OCTOBER 6, 2004 AS INSTRUMENT NO. 2004-0728921, RECORDS OF SAID COUNTY; THENCE SOUTH 00°26' 50" EAST 203.39 FEET ALONG SAID WEST LINE TO THE SOUTH LINE OF SAID LOT 3, BEING ALSO THE NORTHERLY RIGHT OF WAY LINE OF LA PAIR STREET, 15.00 FEET IN HALF WIDTH, AS SHOWN ON MAP BOOK 139, PAGES 47 AND 48 AND MAP BOOK 148, PAGES 81 AND 82, RECORDS OF SAID COUNTY; THENCE NORTH 89° 35' 21" EAST 162.78 FEET ALONG SAID NORTHERLY RIGHT OF WAY TO THE SOUTH EAST _ CORNER OF SAID INSTRUMENT NO. 2004-0728917; THENCE NORTH 00° 29' 04" WEST 487.56 FEET ALONG THE EAST LINE OF SAID LAND TO THE TRUE POINT OF BEGINNING. TS Development Agreement -30- December 14,2010 tute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement Exhibit "F" Incentive Bonuses for Development Units 1 through 4 Page 1 The following methodology allocates Bonus Incentive Points to each element of the Project which either falls into a specific category established by the Barton Road Specific Plan for such allocation(e.g., lot consolidation, reciprocal access and reduced access points, integrated design and architecture), or as proposed by the Development where the Project exceed the Barton Road Specific Plan standards within a particular phase (e.g., enhanced landscaping, pedestrian amenities, enhanced design detail). Bonus Incentive Points for Master Development Plan (all phases) Points Allocation Proposed Recommended Consolidated lots into single master plan (Master Plan Area 1 of Planning Area 1 of the BRSP) in a single integrated 20 20 Plan Reciprocal Access and reduced access points 10 10 Reciprocal parking for access within phased development 10 10 Master design and integrated style 10 5 Master sign program/integrated style/consolidated 10 5 face/reduced number Total Bonus Points/All Phases 60 50 Bonus Incentives Points for Phase 1 (Development Units 1 &2 Points Allocation Provision of public or semi public pedestrian open space 5 5 Covered trellis with landscaping and pedestrian walkway 5 5 (enhanced focal point) Scored pattern/decorative sidewalks at store fronts 5 5 Enhanced landscaping in parking lot areas 5 5 Total Bonus Points/Phase 1 20 20 Total Bonus Points TSMDP +Phase 1 80 70 Based on the points allocation set forth above, the entire project is entitled to 70 Bonus Incentive Points, 50 of which attach to the Master Development Plan as a whole, and 20 of which are accrued within Phase 1. TS Development Agreement -36- December 14,2010 SAID NORTH LINE TO THE WEST LINE OF THE LAND GRANTED TO AFFILIATED JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED OCTOBER 6, 2004 AS INSTRUMENT NO. 2004-0728921, RECORDS OF SAID COUNTY; THENCE SOUTH 00°26' 50" EAST 203.39 FEET ALONG SAID WEST LINE TO THE SOUTH LINE OF SAID LOT 3, BEING ALSO THE NORTHERLY RIGHT OF WAY LINE OF LA PAIR STREET, 15.00 FEET IN HALF WIDTH, AS SHOWN ON MAP BOOK 139, PAGES 47 AND 48 AND MAP BOOK 148, PAGES 81 AND 82, RECORDS OF SAID COUNTY; THENCE NORTH 89° 35' 21" EAST 162.78 FEET ALONG SAID NORTHERLY RIGHT OF WAY TO THE SOUTH EAST _ CORNER OF SAID INSTRUMENT NO. 2004-0728917; THENCE NORTH 00° 29' 04" WEST 487.56 FEET ALONG THE EAST LINE OF SAID LAND TO THE TRUE POINT OF BEGINNING. TS Development Agreement -30- December 14,2010 tute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43 TS Development Agreement Exhibit "F" Incentive Bonuses for Development Units 1 through 4 Page 2 Project features which exceed City standards and for which Incentive Bonuses are requested in the form of reduced standards: Proposed Recommended Increased building (tower)height for Stater Bros. Market Off-setting consideration: Tower is not occupied space, and -3 -3 adds articulation of building surfaces, distinguishes anchor Stater Bros. and adjacent parking lot lighting height Off-setting consideration: Tenant height requirement, redesign to mitigate with City-standard lights along -5 -7 perimeter; design avoids "hot-spots"in parking fields and reduces number of lighting elements in parking fields Queuing at Driveway No. 1: Allow one vehicle (20 feet) queuing, add signage "No stopping or standing; direct to -3 -5 alternate access" Total Bonus Points Deducted -11 -15 Balance of Bonus Points Remaining 69 55 Future Phases: Under the Barton Road Specific Plan and this methodology, the Developer may seek, and receive additional Bonus Points in connection with development of future phases. The allocation and use of Bonus Points will be approved pursuant to Site and Architectural Review. TS Development Agreement -37- December 14,2010 5 5 Covered trellis with landscaping and pedestrian walkway 5 5 (enhanced focal point) Scored pattern/decorative sidewalks at store fronts 5 5 Enhanced landscaping in parking lot areas 5 5 Total Bonus Points/Phase 1 20 20 Total Bonus Points TSMDP +Phase 1 80 70 Based on the points allocation set forth above, the entire project is entitled to 70 Bonus Incentive Points, 50 of which attach to the Master Development Plan as a whole, and 20 of which are accrued within Phase 1. TS Development Agreement -36- December 14,2010 SAID NORTH LINE TO THE WEST LINE OF THE LAND GRANTED TO AFFILIATED JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED OCTOBER 6, 2004 AS INSTRUMENT NO. 2004-0728921, RECORDS OF SAID COUNTY; THENCE SOUTH 00°26' 50" EAST 203.39 FEET ALONG SAID WEST LINE TO THE SOUTH LINE OF SAID LOT 3, BEING ALSO THE NORTHERLY RIGHT OF WAY LINE OF LA PAIR STREET, 15.00 FEET IN HALF WIDTH, AS SHOWN ON MAP BOOK 139, PAGES 47 AND 48 AND MAP BOOK 148, PAGES 81 AND 82, RECORDS OF SAID COUNTY; THENCE NORTH 89° 35' 21" EAST 162.78 FEET ALONG SAID NORTHERLY RIGHT OF WAY TO THE SOUTH EAST _ CORNER OF SAID INSTRUMENT NO. 2004-0728917; THENCE NORTH 00° 29' 04" WEST 487.56 FEET ALONG THE EAST LINE OF SAID LAND TO THE TRUE POINT OF BEGINNING. TS Development Agreement -30- December 14,2010 tute valid service upon DEVELOPER. DEVELOPER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. DEVELOPER for itself, assigns and successors hereby waives the provisions of the Hague Convention(Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 9.20 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity TS Development Agreement -25- December 14,2010 development director shall again determine whether the application is complete. Page35of43 upp. 1140 (E.D. Tenn. 1995); Page 9 of 43 o not adequately protect the health, safety, and general welfare of Page 6 of 43 ' cases of congenital syphilis, were reported for Los Angeles County residents, while the 2010 Communicable Diseases Report reported 355 cases of hepatitis B were reported Page 2 of 43