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18-0515_VERMEULEN RANCH CENTER, LLC_D1_Agenda Report 5/15/2018 D1I City of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: �njamin Siegel, City Manager SUBMITTED BY: Joel Rojas, Development Services Directorf PREPARED BY: Art Bashmakian, AICP, Contract Planner(� DATE: May 15, 2018 SUBJECT: Adoption of a Mitigated Negative Declaration and Approval of a General Plan Amendment (GPA 16-001), Specific Plan (Processed as Code Amendment 18-004) and Development Agreement (DA 18-001) to Allow the Development of "The Farm" Residential Community, Located on the 35 acre "Vermeulen Ranch" Property at 32382 Del Obispo Street (Assessor Parcel Numbers 121-182-17 and 121-182-53). (Applicant: Spieker Senior Development) RECOMMENDATION: Open the public hearing, receive testimony, close the public hearing, and: 1) Adopt a Resolution approving a Mitigated Negative Declaration (SCH#2018031031) pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines (Attachment 1); 2) Adopt a Resolution approving a General Plan Amendment (GPA 16-001) changing the land use designation of an approximately 35-acre property from Agri-Business to Specific Plan/Precise Plan (Attachment 2); 3) Approve Introduction and first reading of an Ordinance, approving The Farm Specific Plan 18-001 (Code Amendment 18-004) to allow a residential community of up to 180 single-family residential units (Attachment 3); and 4) Approve Introduction and first reading of an Ordinance, approving Development Agreement 18-001 (Attachment 4). City Council Agenda Report May 15, 2018 Page 2of9 EXECUTIVE SUMMARY.- Spieker UMMARY:Spieker Senior Development ("Applicant"), on behalf of the property owner, is requesting approval of a General Plan Amendment (GPA) to change the land use designation of an approximately 35-acre property from Agri-Business to Specific Plan/Precise Plan. A location map is provided as Attachment 5. A study of the proposed GPA was initiated by the City Council on September 20, 2016, at the request of the Applicant. In addition, the Applicant is seeking approval of "The Farm Specific Plan" (Enclosure 1), which would allow future development of the site with a residential community consisting of up to 180 single-family residential units, a 0.5 acre park, and a public trail leading from Del Obispo Street to Via Positiva. The Applicant is also seeking approval of a Development Agreement which would provide certain public benefits in exchange for receiving vested development rights. Approval of the proposed GPA and Specific Plan would enable the property owner to submit residential development applications within the ten year term of the Development Agreement. The Planning Commission conducted a public hearing to review the proposed GPA, Specific Plan and Development Agreement on April 24, 2018. After hearing public testimony, the Planning Commission adopted Resolution No. 04-24-18-02 (Attachment 6), recommending that the City Council approve the proposed GPA and Development Agreement, but refer the proposed Specific Plan back to the Planning Commission for further refinement and review. For reasons explained later in this report, staff is recommending approval of the GPA, Specific Plan and Development Agreement by the City Council as one complete package. Pursuant to the California Environmental Quality Act (CEQA), an Initial Study/Mitigated Negative Declaration (IS/MND) has been prepared for the proposed project (Enclosure 2). The IS/MND determined that with application of mitigation measures and certain standard conditions of approval, the impact of the proposed project on the environment is less than significant. The Planning Commission also recommended that the City Council adopt the IS/MND. DISCUSSION/ANALYSIS- Prior Project Background On October 21, 2014, the City Council approved a project on the subject site known as The Spieker Continuing Care Retirement Community project. This project consisted of 407 independent living units with amenities for persons not requiring daily assistance and a 101-unit health care center for residents needing daily assistance including memory support, nursing care and assisted care. The City Council also certified the accompanying Environmental Impact Report (EIR) prepared for that project. The discretionary actions involved a General Plan Amendment (GPA) changing the land use designation from Agri-Business to Specific Plan/Precise Plan, the adoption of the Specific Plan for the Spieker Continuing Care Retirement Community and a Zone Change from Agri-Business District to Specific Plan/Precise Plan. City Council Agenda Report May 15, 2018 Page 3 of 9 Thereafter, on November 20, 2014, a referendum petition challenging the GPA and Specific Plan adoption was submitted with signatures of more City voters than the 10% required by Elections Code § 9237. Pursuant to Elections Code § 9241, the City Council had two choices on how to deal with the referendum petition: (1) repeal the enactment that was the subject of the referendum, or (2) present it to the voters at the next regular election if within 88 days or if not, hold a special election. Having just completed the November 2014 election, the City's next regular election was not scheduled until November 2016 and the City Clerk reported that it would cost $105,248- $115,071 to hold a special election to present the matter to the voters. On December 16, 2014, the City Council adopted Resolution No. 14-12-16-05, repealing the previous approval of the GPA and the Specific Plan (but not Ordinance No. 1018), thus avoiding the expense of a special election. The action reverted the General Plan land use designation back to Agri-Business but the zone change did not revert back and it remains today as Specific Plan/Precise Plan without an actual development plan. Thereafter, on February 2, 2015, Spieker submitted another request to the City Council for initiation of a GPA study for a 240-unit residential project on the subject site. The City had approved Spieker's first and second requests to study a GPA changing the designation of the property, first from Agri-Business to Public & Institutional and then from Agri-Business to Specific Plan/Precise Plan, and had previously approved a GPA to Specific Plan. On April 21, 2015, the City denied this third request by Spieker for GPA study. The property owner and Spieker, et al., on or about July 16, 2015, filed a legal challenge to the City's actions regarding the subject property, alleging that the City had violated their rights in various ways, and seeking, among other things, a court order to compel the City to initiate a GPA and undertake the related GPA study as provided in the City's Municipal Code. The lawsuit also alleged that the City's actions or inactions constitute violations of the United States and California Constitutions. The lawsuit is still pending, however, for more than two years, the parties and the court have agreed to put the litigation on hold pending conclusion of the City's processing of The Farm Specific Plan and related entitlements. On September 20, 2016, upon request from the property owners, the City Council adopted Resolution No. 16-09-20-03 initiating a GPA study for a proposed commercial/residential development on the subject site consisting of not more than 40,000 square feet of commercial uses on approximately 5 acres and not more than 180 residential dwelling units on approximately 30 acres of the site. Subsequent to the initiation, the applicant submitted its formal application on June 14, 2017, which does not include a commercial component. Project Description The Applicant is requesting approval of a General Plan Amendment (GPA) and a Specific Plan to allow the subject 35-acre property to be developed with a residential community consisting of up to 180 single-family residential units, a 0.5 acre park, and a City Council Agenda Report May 15, 2018 Page 4 of 9 public trail leading from Del Obispo Street to Via Positiva. Applications to subdivide the property and construct homes have not been submitted. Approval of the proposed GPA and Specific Plan would enable a future developer to submit residential development applications. Provided below is a summary of the requested GPA, Specific Plan and Development Agreement. Proposed General Plan Amendment GPA 16-001 The current General Plan land use designation of the site is Agri-Business, which is a subcategory of the Industrial Land Use Designation. The allowable uses for the Agri- Business designation include field and row crops, orchards and vineyards, nurseries, greenhouses and hydroponic gardens, as well as animal breeding, boarding, raising and training. Since the property is no longer used for agricultural production, the Applicant proposes to change the General Plan land use designation of the project site from Agri-Business to Specific Plan/Precise Plan. The proposed Specific Plan/Precise Plan land use designation is one of twenty-eight designations identified in the City's General Plan Land Use Element. This designation allows a property to be governed by a Specific Plan or Precise Plan that is adopted separately by the City prior to development of the site. The maximum intensity of development is dictated by the adopted Specific Plan or Precise Plan. The density of the proposed residential community equates to approximately 5 units per acre. This proposed residential density would be compatible with the density of nearby residential areas which include Medium High Density (up to 8 units per gross acre) to the northeast, east and southeast, and Very Low, Low, Medium Low and Medium Densities (1 to 5 units per gross acre) to the southwest, west and northwest of the project site (Attachment 7). The attached Resolution approving the proposed GPA (Attachment 2) contains staff's analysis and findings as to the appropriateness of the proposed GPA. In summary, staff believes that the proposed GPA is internally consistent with all other sections of the Land Use Element and also with all other Elements of the General Plan. Furthermore, staff believes the proposed GPA is consistent with the applicable Goals and Policies of the General Plan. Specific Plan 18-001 Code Amendment 18-044 The Applicant is seeking approval of "The Farm Specific Plan" (referred to hereafter as the Specific Plan), which would allow future residential development of the subject 35- acre site under subsequent subdivision and development applications. The Specific Plan would allow a residential community consisting of up to 180 single-family residential units with a 0.5-acre park and a public multi-use trail connecting Del Obispo Street to Via Positiva. The proposed Specific Plan includes development standards that would regulate future residential development on the site. The proposed development standards are based on City Council Agenda Report May 15, 2018 Page 5of9 the development standards contained in the City's Land Use Code for the Single-Family 4,000 (RS-4,000) residential zoning district. These standards establish height limitations, setback requirements, minimum lot frontage, minimum lot size, maximum lot coverage, and maximum floor area ratio of any future residences on the property. In addition, the Specific Plan includes Design Guidelines to establish the aesthetic character and visual quality of the future residences on the site. The proposed Specific Plan identifies vehicular access to the site via two entrances: a primary entrance/exit on Del Obispo Street and a secondary entrance/exit on Via Positiva. These two vehicular access points would be connected via an internal access road (i.e., The Farm Road) that would traverse the central portion of the site in a northwest-southeast fashion. A traffic signal at the intersection of Del Obispo Street/Via Pimienta—Project Driveway is included as a project design feature in the Specific Plan. The proposed traffic signal would be coordinated with the traffic signals at the intersections of Del Obispo Street/Calle Aspero and Del Obispo Street/Via Vermeulen. The developer of the project would be responsible for the cost of the signal and signal coordination work. The proposed Specific Plan identifies pedestrian access to the site via existing sidewalks along Del Obispo Street and Via Positiva that would connect to a new sidewalk and multi-use trail that would parallel the proposed internal access road extending from Del Obispo to Via Positiva. The public trail would provide the existing residential communities north of the subject site with access through the site to the public and private schools, the San Juan Capistrano Community Center, Sports Park, and the Congdon House Property, which are all located south of the project site. The attached Ordinance approving the proposed Specific Plan (Attachment 3) contains staff's analysis and findings as to the appropriateness of the proposed Specific Plan. In summary, staff believes that all the necessary Code Amendment findings for approval of the proposed Specific Plan can be made. Specifically, the proposed Specific Plan conforms to the goals and policies of the General Plan; is necessary to implement the General Plan and to provide for public safety, convenience and/or general welfare; conforms to the intent of the Development Code and is consistent with other applicable related provisions; and is reasonable and beneficial at this time. Development Agreement (DA 18-001) The Applicant is requesting approval of a Development Agreement with the City that includes a commitment by a future developer to provide various public benefits in exchange for vested development rights (Attachment 4). The Development Agreement would provide the following public benefits: • The construction and maintenance of a 0.5-acre community park ("Harvest Park") located within the proposed residential community, which would be privately owned and maintained but accessible to the general public. • The construction and maintenance of a shared use public trail (pedestrian/equestrian/bicycle), a minimum of 20 feet in width with specific City Council Agenda Report May 15, 2018 Page 6 of 9 design features, connecting the public sidewalk on the south side of Del Obispo Street to the sidewalk on the north side of Via Positiva. The trail would be privately owned and maintained but accessible to the general public. • The construction of an off-site shared use public trail (pedestrian/equestrian/bicycle), a minimum of 20 feet in width with specific design features to match the on-site public trail, connecting the north side of Via Positiva to the Joel Congdon House. ■ The payment of a $2 million cash contribution to the City that would be used toward the acquisition, construction and/or maintenance of City Facilities, to be determined by the City Council in its sole and absolute discretion. In exchange for these public benefits, the property owner would obtain vested development rights for up to ten years and the preservation of development impact fees at the City's current rates. In addition, the Development Agreement includes an owner commitment not to seek permits for accessory dwelling units, and a requirement that future subdivisions be processed as standard tentative maps rather than vesting maps. Planninq Commission Review and Recommendation On April 24, 2018, the Planning Commission conducted a public hearing to consider the proposed Mitigated Negative Declaration, GPA, Specific Plan and Development Agreement. After considering public testimony, the Planning Commission voted 3-1 (Commissioner Gaffney dissenting and Commissioner Steele absent) to recommend that the City Council adopt the Mitigated Negative Declaration and approve the proposed GPA and Development Agreement, but refer the Specific Plan back to the Planning Commission for further refinement and review. The Planning Commission's findings are contained in attached PC Resolution No. 18-04-24-02 (Attachment 6). Planning Commissioners generally expressed concern that the Specific Plan lacked details as to what future residential development on the site would look like. Some Commissioners indicated that more detail was needed, such as a precise site layout, specific lot configuration, internal circulation routes, and site plans of individual lots with the architectural plans and landscaping. Additionally some Commissioners expressed a concern that the Specific Plan referenced standards and uses from the City's RS-4,000 zoning designation instead of identifying uses and standards specific to the 35-acre Specific Plan area. For these reasons, the Planning Commission recommended that the Specific Plan be further refined by the Commission before it is approved by the City Council. As noted previously, applications to subdivide the property and construct residences have not been submitted. At this time, the Applicant is only seeking the approval of a GPA and Specific Plan to allow future residential development of the property and establish the appropriate residential density and general layout of future development. Pending approval of the GPA and Specific Plan, when applications to subdivide the City Council Agenda Report May 15, 2018 Page 7 of 9 property and construct residences are ultimately submitted, said applications would contain the details sought by the Planning Commission, and would require review and approval by the Planning Commission. As noted at the Planning Commission hearing, staff believes that the concerns expressed by the Planning Commission with regard to the RS-4,000 standards can be addressed by editing the Specific Plan to remove the general uses and standards from the RS-4000 zoning district that are not applicable to this project, and listing only the development regulations that would be applicable to future residential development, such as height, setbacks, lot coverage and building ratio. To that end, a revised version of the Specific Plan incorporating these changes is being presented for City Council consideration. Furthermore, separating out the Specific Plan for further review is not recommended, as all of these applications and actions are interconnected and must be acted on as a complete package. From a practical perspective, the Development Agreement will vest the right to develop the property consistent with the Specific Plan, and thus, the Development Agreement should not be approved before the parties know the final contents of the Specific Plan. It should also be noted that the City has previously adopted Comprehensive Development Plans, such as the Ortega Planned Community, that lack development plans and simply reference the development standards in the Municipal Code. For these reasons, staff recommends that the City Council approve the proposed Specific Plan at this time, along with the proposed GPA, Development Agreement, and adoption of the Mitigated Negative Declaration. FISCAL IMPACT: The staff time necessary to process the project applications, along with the necessary California Environmental Quality Act (CEQA) work performed under separate agreements, was funded entirely by the project Applicant. ENVIRONMENTAL IMPACT: Per the requirements of State California Environmental Quality Act (CEQA) Guidelines, an Initial Study/Mitigated Negative Declaration (MND) was prepared and was circulated for public review from March 6, 2018, through April 5, 2018. The IS/MND was made available for public review at the Development Services Department counter, the San Juan Capistrano Library, and on the City's website. The IS/MND includes proposed mitigation measures, incorporated into the Mitigation Monitoring & Reporting Program, to ensure that the project will not result in any significant adverse effects on the environment. A total of 14 comments (5 from public agencies and 9 from interested parties) were received during the public review period. In addition, a late comment was submitted by the State Department of Toxic Substances Control (DTSC) on April 25, 2018. Although not required by CEQA, responses to each comment have been prepared, including the City Council Agenda Report May 15, 2018 Page 8 of 9 late DTSC letter. The responses are included in the Final MND (Enclosure 2) and included as part of the public record for consideration of the determination to adopt the MND. Although DTSC's letter does not change the conclusion in the Final MND that there is no potentially significant impact related to contaminated soils, conditions of approval have been added to the Specific Plan to require 1) Testing of on-site soils as part of any future subdivision process to verify the prior conclusions regarding site conditions; and, 2) Prior to import of any soil to the project site, a certification from the developer submitted to the City's Development Services Department certifying that the dirt imported to the site is clean. Further, the City's environmental experts have concluded that these conditions will not create any additional environmental impacts. The Mitigation and Monitoring Reporting Program, which specifies each mitigation measure, the responsible party, and the time frame for implementation, would be incorporated into the approval of the project and adoption of the Final MND. PRIOR CITY COUNCIL REVIEW: On September 20, 2016, upon request by the Applicant, the City Council adopted Resolution No. 16-09-20-03 initiating a GPA study for a proposed commercial/residential development on the subject site consisting of not more than 40,000 square feet of commercial uses on approximately 5 acres and not more than 180 residential dwelling units on approximately 30 acres of the site. Subsequent to the initiation, the applicant submitted its formal application on June 14, 2017, which does not include a commercial component. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: On April 24, 2018, the Planning Commission conducted a public hearing to consider the proposed Mitigated Negative Declaration, GPA, Specific Plan and Development Agreement. After considering public testimony, the Planning Commission voted 3-1 (Commissioner Gaffney dissenting and Commissioner Steele absent) to recommend that the City Council adopt the Mitigated Negative Declaration and approve the proposed GPA and Development Agreement, but refer the Specific Plan back to the Planning Commission for further refinement and review. NOTIFICATION Pursuant to Title 9, Land Use Code, Section 9-2.302(f), a public hearing notice has been published in the Capistrano Valley News at least ten (10) days prior to the hearing and posted at three public locations. In addition, pursuant to City Council Resolution No. 10-08-17-03, Public Hearing notices have been mailed to every property owner in the city and posted on-site. Notification of this agenda item has been provided to the following individuals who have requested said notification. Troy Bourne Phillip Schwartze City Council Agenda Report May 15, 2018 Page 9 of 9 Joseph Ontiveros Steve Barker Terri Morris Jim Vance Anthony Morales William McCulloch Public comments received in response to the public notification are attached (Attachment 8). ATTACHMENTS: Attachment 1 — Draft Resolution Adopting the Mitigated Negative Declaration (MND) Attachment 2 — Draft Resolution Approving the General Plan Amendment (GPA) Attachment 3 — Draft Ordinance Approving the Specific Plan (Code Amendment) Attachment 4 — Draft Ordinance Approving the Development Agreement Attachment 5 —Vicinity Map Attachment 6 —Adopted PC Resolution No. 18-04-24-02 Attachment 7 — Surrounding Residential Densities Map and Chart Attachment 8 — Public Comments ENCLOSURES: Enclosure 1 —The Farm Specific Plan Enclosure 2 — Final Mitigated Negative Declaration (MND) RESOLUTION NO. 18-05-15-XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, ADOPTING A MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING AND REPORTING PROGRAM FOR GENERAL PLAN AMENDMENT 16-001, SPECIFIC PLAN 18-001 (CODE AMENDMENT 18-004),AND DEVELOPMENT AGREEMENT 18-001 FOR A PROPOSED RESIDENTIAL PROJECT WITH PARK AND TRAIL AMENITIES LOCATED AT 32382 DEL OBISPO STREET (ASSESSOR PARCEL NUMBERS 121-182-17 and 121-182-53) (SPIEKER SENIOR DEVELOPMENT) WHEREAS, Spieker Senior Development, P.O. Box 160, San Juan Capistrano, CA 92693 (the "Applicant"), has requested approval of The Farm Specific Plan Residential Community consisting of up to 180 single-family residential units on a 35 acre site located at 32382 Del Obispo Street, also known as Assessor's Parcel Numbers 121- 182-17 and 121-182-53 (hereafter the "Property"); WHEREAS, Virginia Germann, Successor Trustee of the C. and I. Vermeulen Revocable Trust Dated May 14, 1990, 772 Town and Country Road, Orange, CA 92868 and Vermeulen Ranch Center LLC, P.O. Box 160, San Juan Capistrano, CA 92693, are the owners of the Property; WHEREAS, the Applicant seeks to develop a residential project of up to 180 single-family residential units with park and trail amenities on the Property, which requires the approval of General Plan Amendment 16-001, the adoption of Specific Plan 18-001 (Code Amendment 18-004). The Property Owners also propose Development Agreement 18-001 (hereafter, the General Plan Amendment, the Specific Plan and the Development Agreement are collectively referred to as the "Project"); WHEREAS, pursuant to the California Environmental Quality Act(CEQA)the City prepared an Initial Study and Mitigated Negative Declaration (IS/MND) to analyze the Project's potential environmental impacts; WHEREAS, the IS/MND were available for public reviewfrom March 6, 2018 to April 5, 2018 in City Hall, which is located at 32400 Paseo Adelanto, San Juan Capistrano, California and the custodian of record of proceedings is the Development Services Department Administrative Specialist; WHEREAS, the City received comments on the IS/MND from public agencies and interested parties during the public review period; WHEREAS, the City prepared responses to the comments received, and made minor revisions to the IS/MND documentation, which are embodied in the Final Initial Study/ Mitigated Negative Declaration; 1 ATTACHMENT 1 WHEREAS, the Planning Commission considered the Project, including the Final Initial Study/ Mitigated Negative Declaration, at a duly noticed Planning Commission hearing on April 24, 2018, pursuant to Title 9, Land Use Code, Section 9-2.302; WHEREAS, after considering all evidence in the record including public comments, the Planning Commission adopted Resolution No. 18-04-24-02, recommending that the City Council adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, approve the General Plan Amendment (GPA 16-001), consider The Farm Specific Plan (Specific Plan 18-001; Code Amendment 18-004) and refer the Specific Plan to the Planning Commission for further refinement and review, and approve the related Development Agreement 18-001; WHEREAS, the City received late comments on the IS/MND from the Department of Toxic Substances Control (hereafter "DTSC") on April 25, 2018, after the Planning Commission hearing; WHEREAS, the City prepared responses to the late DTSC comments received, which have been incorporated into an updated Final Initial Study/ Mitigated Negative Declaration (the "Final IS/MND"), and which incorporates by this reference the response to the DTSC letter; WHEREAS, the DTSC letter does not provide evidence of a potential significant impact from the Project, however, staff recommends that the following conditions be incorporated into the Specific Plan to be responsive to the comments: 1) On-site soils shall be tested as part of any future subdivision process to verify the prior conclusions regarding site conditions, and 2) Prior to import of any soil to the project site, a certification from the developer shall be submitted to the City's Development Services Department certifying that the dirt imported to the site is clean. These conditions are not necessary to mitigate any potentially significant impact, and will not create any additional environmental impacts; and, WHEREAS, the City Council considered the Project, including the Final IS/MND, at a duly noticed public hearing on May 15, 2018, at which time it considered all evidence in the record, including public testimony. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San Juan Capistrano that: 1. The above recitals are true and correct and are adopted as findings of the City Council. 2. The City Council has reviewed and considered the Final IS/MND and the public testimony regarding the environmental review of the Project. 3. The City Council finds, in its independent judgment and analysis and on the basis of the evidence presented and the whole record before it, including the 2 Final IS/MND, that there is no substantial evidence that the proposed Project, as mitigated, will have a significant effect on the environment. 4. The City Council hereby adopts the Final Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, which is attached hereto as Exhibit A and incorporated herein by reference. 5. The City Council hereby directs staff to prepare a Notice of Determination and file that Notice with the County Clerk in accordance with the CEQA Guidelines. 6. This Resolution shall be effective upon adoption. PASSED, APPROVED AND ADOPTED this 15th day of May 2018. SERGIO FARIAS, MAYOR ATTEST: MARIA MORRIS, CITY CLERK 3 10306-000512183670v3.doc EXHIBIT A MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING AND REPORTING PROGRAM Please refer to Enclosure 2 of the staff report 4 10306-0005\2183670v3.doc RESOLUTION NO. 18-05-15-XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA APPROVING A GENERAL PLAN AMENDMENT (GPA 16-001)TO CHANGE THE LAND USE DESIGNATION FOR A 35-ACRE SITE LOCATED AT 32382 DEL OBISPO STREET (ASSESSOR PARCEL NUMBERS 121-182-17 AND 121-182-53) FROM AGRI-BUSINESS TO SPECIFIC PLAN/PRECISE PLAN (SPIEKER SENIOR DEVELOPMENT) WHEREAS, Spieker Senior Development, P.O. Box 160, San Juan Capistrano, CA 92693 (the "Applicant"), has requested approval of The Farm Specific Plan Residential Community consisting of up to 180 single-family residential units on a 35 acre site located at 32382 Del Obispo Street, also known as Assessor's Parcel Numbers 121- 182-17 and 121-182-53 (hereafter, the "Property"); WHEREAS, Virginia Germann, Successor Trustee of the C. and I. Vermeulen Revocable Trust Dated May 14, 1990, 772 Town and Country Road, Orange, CA 92868 and Vermeulen Ranch Center LLC, P.O. Box 160, San Juan Capistrano, CA 92693, (collectively the "Property Owners") are the owners of the Property; WHEREAS, the Applicant seeks to develop a residential project of up to 180 single-family residential units with park and trail amenities on the Property, which requires this General Plan Amendment 16-001 and the adoption of Specific Plan 18-001 (Code Amendment 18-004). The Property Owners also propose Development Agreement 18-001 (hereafter the General Plan Amendment, Specific Plan, and Development Agreement are collectively referred to as the "Project"); WHEREAS, the Property is currently designated for "Agri-Business" in the Land Use Map of the City's General Plan and would need to be changed to "Specific Plan/ Precise Plan" to accommodate the Project; WHEREAS, California Government Code Section 65358 authorizes the City Council to amend the City's General Plan; WHEREAS, the Planning Commission considered the Project at a duly noticed public hearing on April 24, 2018, pursuant to Title 9, Land Use Code, Section 9- 2.302, and thereafter recommended that the City Council, among other things, approve the requested General Plan Amendment 16-001; WHEREAS, an Initial Study and Mitigated Negative Declaration were prepared to analyze the environmental impacts of the Project (State Clearinghouse No. 2018031031); WHEREAS, the City Council considered the Initial Study and Mitigated Negative Declaration, and adopted Resolution No. 18-05-15-XX, adopting a Mitigated 1 ATTACHMENT 2 Negative Declaration for the Project, and adopting a Mitigation Monitoring and Reporting Program; WHEREAS, the City Council considered the Project, including the Final IS/MND, at a duly noticed public hearing on May 15, 2018, at which time it considered all evidence in the record, including public testimony. NOW, THEREFORE, BE 1T RESOLVED, by the City Council of the City of San Juan Capistrano that: 1. The proposed General Plan Amendment is internally consistent with all other sections of the Land Use Element and also with all other Elements of the General Plan. This amendment would designate the subject site"Specific Plan/Precise Plan"which is one of the 28 Land Use Designations of the Land Use Element designed to provide for areas governed by a specific plan or precise plan. This amendment would allow for the adoption of the accompanying "The Farm Specific Plan"for a residential community consisting of up to 180 single-family residential units, with a park and multi-use trail. 2. The proposed General Plan Amendment is consistent with the overall goals and policies of the General Plan because it establishes a land use designation governed by a specific plan, and the proposed land uses, development standards and design elements of that Specific Plan (SP 18-001) are consistent with the following goals and policies of the General Plan including: Land Use Element Land Use Goal 1: Develop a balanced land use pattern to ensure that revenue generation matches the City's responsibility for provision and maintenance of public services and facilities. Changing the designation of the site to Specific Plan to accommodate residential development that can accommodate up to 180 units would allow residents of a future development to contribute to an increase in retail sales revenue and related City sales tax receipts at local dining, shopping and tourist-oriented venues. This increase in sales tax revenue would allow for the City to maintain and improve public services and facilities within the City. Furthermore, the General Plan recognizes that the City has an oversupply of commercial uses serving the local community. The General Plan states that some of the centers are underutilized due to "the small local population", and that many are not well maintained, which has a negative visual impact on the community. Future residents of the new development would help to facilitate Land Use Goal 1. Policy 1.1: Encourage a land use composition in San Juan Capistrano that provides a balance or surplus between the generation of public revenues and the cost of providing public facilities and services. 2 The proposed project would contribute to the project's fair share of public facility and utility costs through payment of Development Impact Fees. Additionally, property taxes generated as a result of project implementation would go to the City's General Fund, from which the City utilizes revenue to fund public services and utilities. Furthermore, the accompanying Development Agreement assures that the maintenance of the proposed 0.5 acre public park and trail will be maintained by the future Home Owners Association (HOA). This will benefit the public as the maintenance costs of the public amenities will be covered by the developer and/or HOA. GOAL 2: Control and direct future growth within the City to preserve the rural village-like character of the community. The proposed project would develop the site with single-family residential uses that would be developed at a maximum of 180 dwelling units with a minimum lot size of 4,000 square feet and would be a maximum of two stories in height. Residences proposed as part of the project would be consistent with the density and nature of residential uses adjacent to and nearby the site. The project would also include a multi-use trail (i.e., pedestrian, bicycling, and equestrian uses) that would connect Del Obispo Street to Via Positiva. The provision of the multi-use trail would encourage bicycle, equestrian, and pedestrian uses, avoiding transportation by automobile, and serve to preserve a more rural character on the site. Policy 2.1: Continue controlling growth through the implementation of the City's residential growth management program. The project-related increase in population would represent less than 2 percent of the City's existing and projected population through the year 2040. New development facilitated as a result of project approval would be required to comply with the City's Residential Growth Management Program (1976). Specifically, new building permits issued following the approval of Subdivision and Development applications would be reviewed by City staff for consistency with the growth program, which currently limits new residential building permits to 400 per year. Therefore, the proposal would be consistent with said policy. Policy 2.2: Assure that new development is consistent and compatible with the existing character of the City. The project would allow for the development of a residential community that would be consistent in use and character with surrounding development, including surrounding residential uses. The proposed Specific Plan would also include design guidelines that would ensure consistency in visual character between the proposed project and surrounding development. For example, the proposed residences would 3 be developed in the Classic California Spanish architectural style to ensure consistency with the City's landmark architectural heritage. GOAL 3: Distribute additional population within the City based on risk factors. The project site is located within a valley area and is not located within a high-risk fire, geologic, or flooding area. The General Plan recognizes that future densities of population could be allocated to the valley areas of the City outside of the floodplain. Policy 3.1: Confine higher density land uses to the valley areas outside of the floodplain. The proposed project would allow for the development of single-family residential uses with a medium density. The project site is located within FEMA Flood Zone X, which is an area determined to be outside of the 0.2 percent annual chance (500- year) floodplain. As such, the project would not develop the site with high-density land uses in areas prone to flooding. GOAL 4: Preserve major areas of open space and natural features. The project site has previously been considered for purchase and permanent retention as open space or agriculture and was twice eliminated from further consideration during the City's evaluation process associated with the passage of general obligation bonds for the purchase of open space. The permanent retention of the site for open space was in conflict with the surrounding development and with the City's goals for orderly and balanced land use development as buildout occurs, including the City's General Plan Land Use Element Policy 7.2, which encourages new development to be compatible with the physical characteristics of its site, surrounding land uses, and available public infrastructure. Furthermore, the project site is not designated or considered open space. Therefore, the proposed project would be consistent with Goal 4 of the Land Use Element. Policy 7.2: Ensure that new development is compatible with the physical characteristics of its site, surrounding land uses, and available public infrastructure. The proposed Specific Plan includes development standards and design guidelines, which would ensure that new development on the site would be cohesive with existing surrounding development. Additionally, the development of single-family residential uses on the site would be consistent with existing residential uses adjacent to and nearby the site. Circulation Element GOAL 1: Provide a system of roadways that meets the needs of the community. 4 The proposed Specific Plan includes an internal roadway that would connect driveways off Del Obispo Street and Via Positiva to ensure adequate connectivity between other internal project roadways and the surrounding arterial system. New internal roadways included as part of the Specific Plan would be laid out at the time Subdivision and Development applications are proposed. Furthermore, a traffic impact analysis, which is part of the Mitigated Negative Declaration finds that the project would result in less than significant impacts on the local roadway system, and no mitigation would be required. Therefore, the proposed project would be consistent with Goal 1 of the Circulation Element. GOAL 3: Provide an extensive public bicycle, pedestrian, and equestrian trails network. Implementation of the proposed project would allow for a network of lighted pedestrian walkways and a multi-use trail that would support pedestrian, equestrian, and bicycle users. The proposed project multi-use trail would connect the proposed residential community with local public recreation amenities, including the existing Ecology Center off Alipaz Street. Housing Element Policy 2.1: Consistent with the Land Use Element, encourage the construction of a variety of housing types and sizes of housing throughout the community. The proposed project would allow for the development of a medium-density residential community on the project site, which would serve to add to the variety of housing types available throughout the City. Conservation and Open Space Element GOAL 5: Shape and guide development in order to achieve efficient growth and maintain community scale and identity. The proposed project would allow for the development of up to 180 single-family residential units on the project site that would accommodate population growth in the City. All residences developed on the site would be developed in a manner that would be consistent with the character and scale of existing development surrounding the site, be constructed in the Classic California Spanish architectural style, and be consistent with the development standards and design guidelines in the proposed Specific Plan. Furthermore, future development applications will be subject to the City's Architectural Control (AC) procedures involving extensive review of proposals by the City's Design Review Committee followed by the Planning Commission to ensure future development proposals meet Goal 5. 5 Public Services and Utilities Element GOAL 6: Provide sufficient levels of water and sewer service. The City's Urban Water Management Plan (UWMP) indicates that there are sufficient water resources to meet full service demands through the year 2040. Specifically, the project-related demand for water would represent an incremental increase in water demand through the year 2040 (1.2 percent of current and projected water supplies through the year 2040. Additionally, wastewater generated as a result of project implementation would represent 0.7 percent of the remaining treatment capacity of the J.B. Latham Wastewater Treatment Plant. Therefore, the proposed project would be consistent-with Goal 6 of the Public Services and Utilities Element GOAL 7: Work effectively with providers of natural gas, electricity, telephone, cable television and solid waste disposal to provide sufficient levels of these services. The proposed project would be served by existing natural gas, electricity,telephone, cable, and solid waste facilities. Therefore, the proposed project would be consistent with Goal 7 of the Public Services and Utilities Element. 3. The San Juan Capistrano General Plan is hereby amended by redesignating that certain real property located at 32382 Del Obispo Street, also known as Assessor's Parcel Numbers 121-182-17 and 121-182-53, from Agri-Business to Specific Plan/Precise Plan, as shown on the map attached hereto as Exhibit A. 4. The proposed Project has been environmentally reviewed pursuant to the provisions of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) and the State CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et seq.) (collectively, "CEQA"). An Initial Study and Mitigated Negative Declaration were prepared and adopted, along with a Mitigation Monitoring and Reporting Program, for the Project, as fully set forth in Resolution No. 18-05-15-XX, adopted by the City Council on May 15, 2018. That Resolution is incorporated herein by reference, and made a part hereof as if fully set forth herein. 5. The City Clerk shall certify to the adoption of this Resolution and shall cause this Resolution and the Clerk's certification to be entered into the Book of Resolutions for the City Council. PASSED, APPROVED AND ADOPTED this 15th day of May 2018. SERGIO FARIAS, MAYOR 6 ATTEST. MARIA MORRIS, CITY CLERK 10306-0005\2183668v3,doc 7 Exhibit A Lu 2.1 U C S3 (' S L 2.6 LUQ 4 LD LU 2. ACS LU,5.D VL D ti LU 2.4 `1 f l l; LU 1,3 /1 CID i 4 i 1 !! L R1 — 10. 0ENERALOPEN SPACE =4n INCRMRIAL PARK 1 1 OPEN SPACE RECREATION 0 4 1, QUASI INDUSTRM 12, NEI,04NO3ERI-1000 DARK =42 AM,MIISINFMo 1 3 CONIIr1.1NITYPARK M 4 3, LICIIT P40WIPIAL 14, c.PECI'A_Y PARK =44 OFFICORESERRCH PARK - 1 5 REGIONAL PARI{ �$0. PUBLIC 1NSTITULIONAL 1 G NAT URAL OPEN SPACIE 5 L EMSTINGPUBLLGSCHQGL.S 0 1 7 RECREATION COMMERICAL �S 3 A,.SSISTED DARE FAL'R.ITIC S 2.0. ',,ERY LMI DENSITY SPECIAL STUDY 2.1. LOW C£N91TY PLANNED COMMUNITY -2 2 MEDIUM LOO, DENSITY - SPEO"LC PLANMRI$E PLAN 0 2.3, MEDIUM DENSITY 24 MEDIUM HIGH DETYTY ®2.6. HIGH DENSITY [�2G AFFORTABLE FANI.Y..SENIOR M.USING =30 NEIGHBERHOCO COMMERCIAL =31 GENERAL GCAINIERGIAL ORDINANCE NO. AN ORDINANCE OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA APPROVING SPECIFIC PLAN 18-001 (CODE AMENDMENT 18-004) FOR A RESIDENTIAL PROJECT WITH PARK AND TRAIL AMENITIES ON A 35-ACRE SITE LOCATED AT 32382 DEL OBISPO STREET (ASSESSOR PARCEL NUMBERS 121-182-17 AND 121-182-53) (SPIEKER SENIOR DEVELOPMENT) WHEREAS, Spieker Senior Development, P.O. Box 160, San Juan Capistrano, CA 92693 (the "Applicant"), has requested approval of The Farm Specific Plan Residential Community, which involves General Plan Amendment 16-001, the adoption of Specific Plan 18-001 (Code Amendment 18-004), and a related Development Agreement 18-001, consisting of up to 180 single-family residential units with park and trail amenities, on a 35 acre site located at 32382 Del Obispo Street, also known as Assessor's Parcel Numbers 121-182-17 and 121-182-53 (hereafter, the "Property") (collectively, the various applications a referred to as the "Project"); WHEREAS, Virginia Germann, Successor Trustee of the C. and I. Vermeulen Revocable Trust Dated May 14, 1990, 772 Town and Country Road, Orange, CA 92868 and Vermeulen Ranch Center LLC, P.O. Box 160, San Juan Capistrano, CA 92693 (collectively, the "Property Owners"), are the owners of the Property; WHEREAS, Government Code Section 65450 et seq, authorizes the City to prepare a specific plan for the systematic implementation of the City's General Plan; WHEREAS, on May 15, 2018, the City Council conducted a duly noticed public hearing to consider the Specific Plan and the Project as a whole. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. Recitals. The above recitations are true and correct and are adopted as findings of the City Council. SECTION 2. CEQA. The City Council on May 15, 2018, adopted the Final IS/MND, along with a Mitigation Monitoring and Reporting Program, for the Project, as fully set forth in Resolution No. 18-05-15-XX. That Resolution is incorporated herein by reference, and made a part hereof as if fully set forth herein. Further, the requirements of the Mitigation Monitoring and Reporting Program are hereby imposed as conditions of approval on the Specific Plan. The documents and other materials that constitute the record are located in City Hall at 32400 Paseo Adelanto, San Juan Capistrano, California and the custodian of record of proceedings is the Development Services Department Administrative Specialist. 10306-0005\2183667v3Am ATTACHMENT 3 SECTION 3. Findings. The City Council of the City of San Juan Capistrano makes the following findings: 1. The proposed Specific Plan is authorized and consistent with the provisions of Government Code Sections 65450 et seq. and related City ordinances and policies. 2. The proposed Specific Plan is consistent with the City of San Juan Capistrano General Plan and complies with its objectives and policies. Specifically, the Specific Plan is consistent with and implements the following objectives and policies of the General Plan: Land Use Element Land Use Goal 1: Develop a balanced land use pattern to ensure that revenue generation matches the City's responsibility for provision and maintenance of public services and facilities. Changing the designation of the site to Specific Plan to accommodate residential development that can accommodate up to 180 units would allow residents of a future development to contribute to an increase in retail sales revenue and related City sales tax receipts at local dining, shopping and tourist-oriented venues. This increase in sales tax revenue would allow for the City to maintain and improve public services and facilities within the City. Furthermore, the General Plan recognizes that the City has an oversupply of commercial uses serving the local community. The General Plan states that some of the centers are underutilized due to "the small local population", and that many are not well maintained, which has a negative visual impact on the community. Future residents of the new development would help to facilitate Land Use Goal 1. Policy 1.1: Encourage a land use composition in San Juan Capistrano that provides a balance or surplus between the generation of public revenues and the cost of providing public facilities and services. The proposed project would contribute to the project's fair share of public facility and utility costs through payment of Development Impact Fees. Additionally, property taxes generated as a result of project implementation would go to the City's General Fund, from which the City utilizes revenue to fund public services and utilities. Furthermore, the accompanying Development Agreement assures -2- 10306-0005\2183667v3.doc that the maintenance of the proposed 0.5 acre public park and trail will be maintained by the future Home Owners Association (HOA). This will benefit the public as the maintenance costs of the public amenities will be covered by the developer and/or HOA. GOAL 2: Control and direct future growth within the City to preserve the rural village-like character of the community. The proposed project would develop the site with single-family residential uses that would be developed at a maximum of 180 dwelling units with a minimum lot size of 4,000 square feet and would be a maximum of two stories in height. Residences proposed as part of the project would be consistent with the density and nature of residential uses adjacent to and nearby the site. The project would also include a multi-use trail (i.e., pedestrian, bicycling, and equestrian uses) that would connect Del Obispo Street to Via Positiva. The provision of the multi-use trail would encourage bicycle, equestrian, and pedestrian uses, avoiding transportation by automobile, and serve to preserve a more rural character on the site. Policy 2.1: Continue controlling growth through the implementation of the City's residential growth management program. The project-related increase in population would represent less than 2 percent of the City's existing and projected population through the year 2040. New development facilitated as a result of project approval would be required to comply with the City's Residential Growth Management Program (1976). Specifically, new building permits issued following the approval of Subdivision and Development applications would be reviewed by City staff for consistency with the growth program, which currently limits new residential building permits to 400 per year. Therefore, the proposal would be consistent with said policy. Policy 2.2: Assure that new development is consistent and compatible with the existing character of the City. The project would allow for the development of a residential community that would be consistent in use and character with surrounding development, including surrounding residential uses. The proposed Specific Plan would also include design guidelines that would ensure consistency in visual character between the proposed project and surrounding development. For example, the proposed residences would be developed in the Classic California -3- 10306-0005\2183667v3.doc Spanish architectural style to ensure consistency with the City's landmark architectural heritage. GOAL 3: Distribute additional population within the City based on risk factors. The project site is located within a valley area and is not located within a high-risk fire, geologic, or flooding area. The General Plan recognizes that future densities of population could be allocated to the valley areas of the City outside of the floodplain. Policy 3.1: Confine higher density land uses to the valley areas outside of the floodplain. The proposed project would allow for the development of single- family residential uses with a medium density. The project site is located within FEMA Flood Zone X, which is an area determined to be outside of the 0.2 percent annual chance (500-year) floodplain. As such, the project would not develop the site with high-density land uses in areas prone to flooding. GOAL 4: Preserve major areas of open space and natural features. The project site has previously been considered for purchase and permanent retention as open space or agriculture and was twice eliminated from further consideration during the City's evaluation process associated with the passage of general obligation bonds for the purchase of open space. The permanent retention of the site for open space was in conflict with the surrounding development and with the City's goals for orderly and balanced land use development as buildout occurs, including the City's General Plan Land Use Element Policy 7.2, which encourages new development to be compatible with the physical characteristics of its site, surrounding land uses, and available public infrastructure. Furthermore, the project site is not designated or considered open space. Therefore, the proposed project would be consistent with Goal 4 of the Land Use Element. Policy 7.2: Ensure that new development is compatible with the physical characteristics of its site, surrounding land uses, and available public infrastructure. The proposed Specific Plan includes development standards and design guidelines, which would ensure that new development on the site would be cohesive with existing surrounding development. Additionally, the development of single-family residential uses on -4- 10306-0005\2183667v3.doc the site would be consistent with existing residential uses adjacent to and nearby the site. Circulation Element GOAL 1: Provide a system of roadways that meets the needs of the community. The proposed Specific Plan includes an internal roadway that would connect driveways off Del Obispo Street and Via Positiva to ensure adequate connectivity between other internal project roadways and the surrounding arterial system. New internal roadways included as part of the Specific Plan would be laid out at the time Subdivision and Development applications are proposed. Furthermore, a traffic impact analysis, which is part of the Mitigated Negative Declaration finds that the project would result in less than significant impacts on the local roadway system, and no mitigation would be required. Therefore, the proposed project would be consistent with Goal 1 of the Circulation Element. GOAL 3: Provide an extensive public bicycle, pedestrian, and equestrian trails network. Implementation of the proposed project would allow for a network of lighted pedestrian walkways and a multi-use trail that would support pedestrian, equestrian, and bicycle users. The proposed project multi-use trail would connect the proposed residential community with local public recreation amenities, including the existing Ecology Center off Alipaz Street. Housinq Element Policy 2.1: Consistent with the Land Use Element, encourage the construction of a variety of housing types and sizes of housing throughout the community. The proposed project would allow for the development of a medium-density residential community on the project site, which would serve to add to the variety of housing types available throughout the City. Conservation and Open Space Element GOAL 5: Shape and guide development in order to achieve efficient growth and maintain community scale and identity. -5- 1 0306-0005\2183 667v3.doc The proposed project would allow for the development of up to 180 single-family residential units on the project site that would accommodate population growth in the City. All residences developed on the site would be developed in a manner that would be consistent with the character and scale of existing development surrounding the site, be constructed in the Classic California Spanish architectural style, and be consistent with the development standards and design guidelines in the proposed Specific Plan. Furthermore, future development applications will be subject to the City's Architectural Control (AC) procedures involving extensive review of proposals by the City's Design Review Committee followed by the Planning Commission to ensure future development proposals meet Goal 5. Public Services and Utilities Element GOAL 6: Provide sufficient levels of water and sewer service. The City's Urban Water Management Plan (UWMP) indicates that there are sufficient water resources to meet full service demands through the year 2040. Specifically, the project-related demand for water would represent an incremental increase in water demand through the year 2040 (1.2 percent of current and projected water supplies through the year 2040. Additionally, wastewater generated as a result of project implementation would represent 0.7 percent of the remaining treatment capacity of the J.B. Latham Wastewater Treatment Plant. Therefore, the proposed project would be consistent with Goal 6 of the Public Services and Utilities Element GOAL 7: Work effectively with providers of natural gas, electricity, telephone, cable television and solid waste disposal to provide sufficient levels of these services. The proposed project would be served by existing natural gas, electricity, telephone, cable, and solid waste facilities. Therefore, the proposed project would be consistent with Goal 7 of the Public Services and Utilities Element. 3. The Specific Plan (and related Code Amendment 18-004) is necessary to implement the General Plan and to provide for public safety, convenience, and/or general welfare for the reasons described in the findings in paragraph 2 above. 4. The Specific Plan (and related Code Amendment 18-004) conforms with the intent of the Development Code and is consistent with other applicable related provisions thereof in that the Specific Plan will implement single family -6- 10306-0005\21836670.d oc residential standards that are similar to those applicable to the RS-4000 single family zoning district and provide for the establishment and regulation of the Specific Plan Area's future residential, park, and on-site trail development. 5. The Specific Plan (and related Code Amendment 18-005) is reasonable and beneficial at this time in that the subject site is vacant and the Specific Plan would facilitate a residential development that will be compatible in density with other residential uses and established zoning districts in the vicinity. The subject site is well suited for residential development due to adjacent and nearby residential development and commercial development that will benefit from additional residential population. SECTION 4. Approval and Adoption. Pursuant to Government Code Section 65450 et seq., the City Council hereby adopts the Specific Plan, which is attached hereto as Exhibit A and incorporated herein by reference, for the real property described in Exhibit B attached hereto. SECTION 5. Notice of Determination. City staff is hereby directed to file a Notice of Determination with the Office of the County Clerk in accordance with CEQA and the CEQA Guidelines. SECTION 6. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase, or portion of this Ordinance is, for any reason, held to be unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council herby declares that it would have adopted this Ordinance and each section, subsection, subdivision, paragraph sentence, clause or phrase of this Ordinance irrespective of the fact that one or more sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases be declared unconstitutional or invalid or ineffective. To this end the provisions of this Ordinance are declared to be severable. SECTION 7. Effective Date. This Ordinance shall take effect and be in force thirty (30) days after its passage if and only if Resolution No. 18-05-15-XX adopting General Plan Amendment No. 16- 001 and Ordinance No. approving Development Agreement 18-001 are both in effect. SECTION 8. City Clerk's Certification. The City Clerk shall certify to the adoption of this Ordinance and cause the same to be posted at the duly designated posting places within the City and published once within fifteen (15) days after passage and adoption as required by law; or, in the alternative, the City Clerk may cause to be published a summary of this Ordinance and -7- 10306-000512183667v3.doc a certified copy of the text of this Ordinance shall be posted in the Office of the City Clerk five (5) days prior to the date of adoption of this Ordinance; and, within fifteen (15) days after adoption, the City Clerk shall cause to be published the aforementioned summary and shall post a certified copy of this Ordinance, together with the vote for and against the same, in the Office of the City Clerk. PASSED, APPROVED AND ADOPTED this 5t" day June, 2018. SERGIO FARIAS, MAYOR ATTEST.- MARIA TTEST:MARIA MORRIS, CITY CLERK -8- 10306-0005\2183667x3.doc EXHIBIT A SPECIFIC PLAN Please refer to Enclosure 1 of the staff report Exhibit A Page 1 10306-0005\2183667v3.doc EXHIBIT B LEGAL DESCRIPTION Exhibit B Page 1 10306-0005\2183667v2.doc EXHIBIT B Order No.. 12400360-K26 LEGAL DESCRIPTION PARCEL 1: (A PORTION OF APN: 121-182-53) THAT PORTION OF LOT 64 OF TRACT NO. 103, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED INBOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 64; THENCE SOUTH 54 DEGREES 48 MINUTES 30 SECONDS EAST, 745.39 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOT; THENCE SOUTH 36 DEGREES 07 MINUTES 30 SECONDS WEST,474.77 FEET; THENCE NORTH 53 DEGREES 52 MINUTES 30 SECONDS WEST, 906.58 FEET" TO THE NORTHWESTERLY LINE OF SAID LOT; THENCE NORTHEASTERLY ALONG THE NORTHWESTERLY LINES OF SAID LOT TO THE POINT OF BEGINNING. PARCEL 2: (A PORTION OF APN: 121-182-53) LOTS 63 AND 64 OF TRACT NO, 103, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THAT PORTION THEREOF LYING NORTHEASTERLY AND EASTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN DEED TO CALVIN C. FLINT AND WIFE, RECORDED DECEMBER 30, 1948 IN BOOK 1781, PAGE 69, OFFICIAL RECORDS; THENCE SOUTH 53 DEGREES 52 MINUTES 30 SECONDS EAST 806.58 FEET TO THE SOUTHERLY CORNER OF SAID FLINT LAND; THENCE CONTINUING SOUTH 53 DEGREES 52 MINUTES 30 SECONDS EAST,426.76 FEET; THENCE SOUTH 9 DEGREES 02 MINUTES 20 SECONDS EAST, 260.20 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 63 WHICH IS SOUTH 89 DEGREES 51 MINUTES 00 SECONDS WEST,415.87 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 63, TOGETHER WITH THAT PORTION OF DEL OBISPO STREET VACATED BY RESOLUTION NO. 81-9-5 OF THE CITY COUNCII, OF THE CITY OF SAN JUAN CAPISTRANO, RECORDED SEPTEMBER 18, 1981 INBOOK 14225 PAGE,683,OF OFFICIAL RECORDS. CLTA Preliminary Report Form-Modified(11-17-06) Order No.: 12400360-K26 LEGAL DESCRIPTION (continued) PARCEL 3: (AIIN: 121-182-17) THAT PORTION OF LOTS 63 AND 64 OF TRACT NO. 103, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11. PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 64., DISTANT SOUTH 54 DEGREES 48 MINUTES 30 SECONDS EAST, 745.39 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 64; THENCE SOUTH 36 DEGREES 07 MINUTES 30 SECONDS WEST, 474.77 FEET; THENCE SOUTH 53 DEGREES 52 MINUTES 30 SECONDS EAST, 426.76 FEET; THENCE SOUTH 9 DEGREES 02 MINUTES 20 SECONDS EAST, 260.20 FEET TO A POINT IN THE SOUTH LINE OF SAID LOT 63; DISTANT SOUTH 89 DEGREES 51 MINUTES WEST, 415.87 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 63; THENCE NORTH 89 DEGREES 51 MINUTES EAST, 415.87 FEET TO SAID SOUTHEASTERLY CORNER OF LOT 63; THENCE NORTH 36 DEGREES 56 MINUTES 30 SECONDS EAST, 427.75 FEET ALONG THE SOUTHEASTERLY LINE OF SAID LOT 63 TO THE MOST EASTERLY CORNER THEREOF; THENCE NORTH 54 DEGREES 48 MINUTES 30 SECONDS WEST, 952.79 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOTS 63 AND 64 TO THE POINT OF BEGINNING. SAID LAND 1S SHOWN ON A LICENSED SURVEYOR'S MAP FILED IN BOOK 2, PAGE 37, OF RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY,CALIFORNIA. END OF LEGAL DESCRIPTION CLTA Preliminary Report Form-Modified(11-17-06) ORDINANCE NO. AN ORDINANCE OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND VIRGINIA GERMANN, SUCCESSOR TRUSTEE OF THE C. AND I. VERMEULEN REVOCABLE TRUST DATED MAY 14, 1990 AND VERMEULEN RANCH CENTER, LLC RELATED TO THE DEVELOPMENT OF A RESIDENTIAL PROJECT WITH PARK AND TRAIL AMENITIES ON A 35-ACRE SITE LOCATED AT 32382 DEL OBISPO STREET (ASSESSOR PARCEL NUMBERS 121- 182-17 AND 121-182-53) (SPIEKER SENIOR DEVELOPMENT) WHEREAS, Spieker Senior Development, P.O, Box 160, San Juan Capistrano, CA 92693 (the "Applicant"), has requested approval of The Farm Specific Plan Residential Community, which involves General Plan Amendment 16-001 , the adoption of Specific Plan 18-001 (Code Amendment 18-004), and the adoption of this development agreement 18-001, consisting of up to 180 single-family residential units with park and trail amenities on a 35 acre site located at 32382 Del Obispo Street, also known as Assessor's Parcel Numbers 121-182-17 and 121-182-53 (hereafter, the "Property") (collectively, the various applications a referred to as the "Project"); WHEREAS, Virginia Germann, Successor Trustee of the C. and I. Vermeulen Revocable Trust Dated May 14, 1990, 772 Town and Country Road, Orange, CA 92868 and Vermeulen Ranch Center, LLC, P.O. Box 160, San Juan Capistrano, CA 92693 (collectively the "Property Owners"), are the owners of the Property; WHEREAS, the Property Owners, propose to enter into a development agreement with the City of San Juan Capistrano (herein, the "Development Agreement"), which is attached to this Ordinance as Exhibit A, in connection with the Project described above, to be located at 32382 Del Obispo Street, in the City of San Juan Capistrano, described in the legal description attached hereto as Exhibit B, and incorporated herein by this reference; WHEREAS, on April 24, 2018, the Planning Commission held a duly noticed public hearing and, after considering all evidence in the record including public comments, adopted Resolution No. 18-04-24-02, recommending that the City Council adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, approve the General Plan Amendment (GPA 16-001), consider The Farm Specific Plan (Specific Plan 18-001; Code Amendment 18-004) and refer the Specific Plan to the Planning Commission for further refinement and review, and approve the related Development Agreement 18-001; WHEREAS, on May 15, 2018, the City Council conducted a duly'noticed public hearing pursuant to Government Code Section 65867 and the City's Municipal Code to consider the Development Agreement and the Project. -1- 10306-0005\21836690.doc ATTACHMENT 4 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. Recitals. The above recitations are true and correct and are adopted as the findings of the City Council. SECTION 2. CEQA. The City Council on May 15, 2018, adopted the Final IS/MND, along with a Mitigation Monitoring and Reporting Program, for the Project, as fully set forth in Resolution No. 18-05-15-XX. That Resolution is incorporated herein by reference, and made a part hereof as if fully set forth herein. Further, the requirements of the Mitigation Monitoring and Reporting Program are hereby imposed as conditions of approval on the Development Agreement. The documents and other materials that constitute the record are located in City Hall at 32400 Paseo Adelanto, San Juan Capistrano, California and the custodian of record of proceedings is the Development Services Department Administrative Specialist. SECTION 3, Findings. The City Council of the City of San Juan Capistrano makes the following findings: 1. The proposed Development Agreement is authorized and consistent with the provisions of Government Code Sections 65864 et seq. and related City ordinances and policies. 2. The proposed Development Agreement is consistent with the City of San Juan Capistrano General Plan and complies with its objectives and policies. Specifically, the Development Agreement and the development contemplated therein are consistent with and implement the following objectives and policies of the General Plan: The proposed General Plan Amendment is consistent with the overall goals and policies of the General Plan because it establishes a land use designation governed by a specific plan, and the proposed land uses, development standards and design elements of that Specific Plan (SP 18-001) are consistent with the following goals and policies of the General Plan including: Land Use Element Land Use Goal 1: Develop a balanced land use pattern to ensure that revenue generation matches the City's responsibility for provision and maintenance of public services and facilities. -2- 10306-0005\2183669v 3.doe Changing the designation of the site to Specific Plan to accommodate residential development that can accommodate up to 180 units would allow residents of a future development to contribute to an increase in retail sales revenue and related City sales tax receipts at local dining, shopping and tourist-oriented venues. This increase in sales tax revenue would allow for the City to maintain and improve public services and facilities within the City. Furthermore, the General Plan recognizes that the City has an oversupply of commercial uses serving the local community. The General Plan states that some of the centers are underutilized due to "the small local population", and that many are not well maintained, which has a negative visual impact on the community. Future residents of the new development would help to facilitate Land Use Goal 1. Policy 1.1: Encourage a land use composition in San Juan Capistrano that provides a balance or surplus between the generation of public revenues and the cost of providing public facilities and services. The proposed project would contribute to the project's fair share of public facility and utility costs through payment of Development Impact Fees. Additionally, property taxes generated as a result of project implementation would go to the City's General Fund, from which the City utilizes revenue to fund public services and utilities. Furthermore, the accompanying Development Agreement assures that the maintenance of the proposed 0.5 acre public park and trail will be maintained by the future Home Owners Association (HOA). This will benefit the public as the maintenance costs of the public amenities will be covered by the developer and/or HOA. GOAL 2: Control and direct future growth within the City to preserve the rural village-like character of the community. The proposed project would develop the site with single-family residential uses that would be developed at a maximum of 180 dwelling units with a minimum lot size of 4,000 square feet and would be a maximum of two stories in height. Residences proposed as part of the project would be consistent with the density and nature of residential uses adjacent to and nearby the site. The project would also include a multi-use trail (i.e., pedestrian, bicycling, and equestrian uses) that would connect Del Obispo Street to Via Positiva. The provision of the multi-use trail would encourage bicycle, equestrian, and pedestrian uses, avoiding transportation by automobile, and serve to preserve a more rural character on the site. -3- 10306-0005\2183669v3.doe Policy 2. 1: Continue controlling growth through the implementation of the City's residential growth management program. The project-related increase in population would represent less than 2 percent of the City's existing and projected population through the year 2040. New development facilitated as a result of project approval would be required to comply with the City's Residential Growth Management Program (1976). Specifically, new building permits issued following the approval of Subdivision and Development applications would be reviewed by City staff for consistency with the growth program, which currently limits new residential building permits to 400 per year. Therefore, the proposal would be consistent with said policy. Policy 2.2: Assure that new development is consistent and compatible with the existing character of the City. The project would allow for the development of a residential community that would be consistent in use and character with surrounding development, including surrounding residential uses. The proposed Specific Plan would also include design guidelines that would ensure consistency in visual character between the proposed project and surrounding development. For example, the proposed residences would be developed in the Classic California Spanish architectural style to ensure consistency with the City's landmark architectural heritage. GOAL 3: Distribute additional population within the City based on risk factors. The project site is located within a valley area and is not located within a high-risk fire, geologic, or flooding area. The General Plan recognizes that future densities of population could be allocated to the valley areas of the City outside of the floodplain. Policy 3.1: Confine higher density land uses to the valley areas outside of the floodplain. The proposed project would allow for the development of single- family residential uses with a medium density. The project site is located within FEMA Flood Zone X, which is an area determined to be outside of the 0.2 percent annual chance (500-year) floodplain. As such, the project would not develop the site with high-density land uses in areas prone to flooding. -4- 10306-0005\2183 669v3.doc GOAL 4: Preserve major areas of open space and natural features. The project site has previously been considered for purchase and permanent retention as open space or agriculture and was twice eliminated from further consideration during the City's evaluation process associated with the passage of general obligation bonds for the purchase of open space. The permanent retention of the site for open space was in conflict with the surrounding development and with the City's goals for orderly and balanced land use development as buildout occurs, including the City's General Plan Land Use Element Policy 7.2, which encourages new development to be compatible with the physical characteristics of its site, surrounding land uses, and available public infrastructure. Furthermore, the project site is not designated or considered open space. Therefore, the proposed project would be consistent with Goal 4 of the Land Use Element. Policy 7.2: Ensure that new development is compatible with the physical characteristics of its site, surrounding land uses, and available public infrastructure. The proposed Specific Plan includes development standards and design guidelines, which would ensure that new development on the site would be cohesive with existing surrounding development. Additionally, the development of single-family residential uses on the site would be consistent with existing residential uses adjacent to and nearby the site. Circulation Element GOAL 1: Provide a system of roadways that meets the needs of the community. The proposed Specific Plan includes an internal roadway that would connect driveways off Del Obispo Street and Via Positiva to ensure adequate connectivity between other internal project roadways and the surrounding arterial system. New internal roadways included as part of the Specific Plan would be laid out at the time Subdivision and Development applications are proposed. Furthermore, a traffic impact analysis, which is part of the Mitigated Negative Declaration finds that the project would result in less than significant impacts on the local roadway system, and no mitigation would be required. Therefore, the proposed project would be consistent with Goal 1 of the Circulation Element. -5- 10306-0005\2 1 836690.doc GOAL 3: Provide an extensive public bicycle, pedestrian, and equestrian trails network. Implementation of the proposed project would allow for a network of lighted pedestrian walkways and a multi-use trail that would support pedestrian, equestrian, and bicycle users. The proposed project multi-use trail would connect the proposed residential community with local public recreation amenities, including the existing Ecology Center off Alipaz Street. Housing Element Policy 2.1: Consistent with the Land Use Element, encourage the construction of a variety of housing types and sizes of housing throughout the community. The proposed project would allow for the development of a medium-density residential community on the project site, which would serve to add to the variety of housing types available throughout the City. Conservation and Open Space Element GOAL 5: Shape and guide development in order to achieve efficient growth and maintain community scale and identity. The proposed project would allow for the development of up to 180 single-family residential units on the project site that would accommodate population growth in the City. All residences developed on the site would be developed in a manner that would be consistent with the character and scale of existing development surrounding the site, be constructed in the Classic California Spanish architectural style, and be consistent with the development standards and design guidelines in the proposed Specific Plan. Furthermore, future development applications will be subject to the City's Architectural Control (AC) procedures involving extensive review of proposals by the City's Design Review Committee followed by the Planning Commission to ensure future development proposals meet Goal 5. Public Services and Utilities Element GOAL 6: Provide sufficient levels of water and sewer service. The City's Urban Water Management Plan (UWMP) indicates that there are sufficient water resources to meet full service demands -6- 10306-000W 183669v3.doc through the year 2040. Specifically, the project-related demand for water would represent an incremental increase in water demand through the year 2040 (1.2 percent of current and projected water supplies through the year 2040. Additionally, wastewater generated as a result of project implementation would represent 0.7 percent of the remaining treatment capacity of the J.B. Latham Wastewater Treatment Plant. Therefore, the proposed project would be consistent with Goal 6 of the Public Services and Utilities Element GOAL 7: Work effectively with providers of natural gas, electricity, telephone, cable television and solid waste disposal to provide sufficient levels of these services. The proposed project would be served by existing natural gas, electricity, telephone, cable, and solid waste facilities. Therefore, the proposed project would be consistent with Goal 7 of the Public Services and Utilities Element. SECTION 4. Approval and Adoption. Pursuant to Government Code Section 65865 et seq., the City Council does hereby approve and adopt the Development Agreement by and between the City of San Juan Capistrano and Virginia Germann, Successor Trustee of the C. and I. Vermeulen Revocable Trust Dated May 14, 1990 and Vermeulen Ranch Center, LLC, which is attached hereto as Exhibit A. SECTION 5. Effective Date. This Ordinance shall take effect and be in force thirty (30) days after its passage if and only if Resolution No. 18-05-15-XX adopting General Plan Amendment No. 16- 001 and Ordinance No. approving Specific Plan 18-001 are both in effect. SECTION 6. Execution bVthe Mayor. The Mayor is hereby directed to execute the Development Agreement on behalf of the City after this Ordinance takes effect. SECTION 7, Recordation. No later than 10 days after the effective date of this Ordinance, the City Clerk shall record with the County Recorder a copy of the Development Agreement and the notice shall describe the land to which such contract applies. -7- 10306-000512183669v3 doc SECTION 8. Notice of Determination. City staff is hereby directed to file a Notice of Determination with the Office of the County Clerk in accordance with CEQA and the CEQA Guidelines SECTION 9. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase, or portion of this Ordinance is, for any reason, held to be unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council herby declares that it would have adopted this Ordinance and each section, subsection, subdivision, paragraph sentence, clause or phrase of this Ordinance irrespective of the fact that one or more sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases be declared unconstitutional or invalid or ineffective. To this end the provisions of this Ordinance are declared to be severable. SECTION 10. City Clerk's Certification. The City Clerk shall certify to the adoption of this Ordinance and cause the same to be posted at the duly designated posting places within the City and published once within fifteen (15) days after passage and adoption as required by law; or, in the alternative, the City Clerk may cause to be published a summary of this Ordinance and a certified copy of the text of this Ordinance shall be posted in the Office of the City Clerk five (5) days prior to the date of adoption of this Ordinance; and, within fifteen (15) days after adoption, the City Clerk shall cause to be published the aforementioned summary and shall post a certified copy of this Ordinance, together with the vote for and against the same, in the Office of the City Clerk. PASSED, APPROVED AND ADOPTED this 5th day of June, 2018. SERGIO FARIAS, MAYOR ATTEST: MARIA MORRIS, CITY CLERK -8- 10306-0005\2183669v3.doc EXHIBIT A DEVELOPMENT AGREEMENT Exhibit A Page 1 10306-0005\2183669v3.doe DRAFT (5/15/2018) Recorded at request of: City Clerk City of San Juan Capistrano When recorded return to: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attention: City Clerk Exempt from filing fees pursuant to Government Code§6103 DEVELOPMENT AGREEMENT NO. 18-001 A DEVELOPMENT AGREEMENT BETWEEN CITY OF SAN JUAN CAPISTRANO and VERMEULEN RANCH CENTER,LLC 10306-0005\2182642v4.doc DRAFT (5/15/2018) DEVELOPMENT AGREEMENT NO. 18-001 This Development Agreement(hereinafter"Agreement")is entered into as of this_day of , 2018 by and between the City of San Juan Capistrano, California (hereinafter "CITY"), and VIRGINIA GERMANN, SUCCESSOR TRUSTEE OF THE C. AND I. VERMEULEN REVOCABLE TRUST DATED MAY 14, 1990 ("Vermeulen Trust"), and VERMEULEN RANCH CENTER, LLC, a California limited liability company (hereinafter "OWNER"): 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,pursuant to Section 65864, et seq. of the Government Code; and WHEREAS, this Agreement constitutes a current exercise of CITY's police powers to provide predictability to OWNER in the development approval process by vesting the permitted uses, density, intensity of use, and timing and phasing of development consistent with the Development Plan in exchange for OWNER's commitment to provide significant public benefits to CITY as set forth in Section 4 below; and WHEREAS, OWNER 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, the best interests of the citizens of the City of San Juan Capistrano and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS,the City Council hereby finds and determines that this development agreement is of major significance because it will enable the CITY to fund much needed capital improvements and provide much needed public services and will therefore also have a major,beneficial economic impact on the CITY; and WHEREAS, the provision by OWNER of the public benefits allows the CITY to realize significant economic,recreational,park,open space,educational,social and public facilities benefits. The public benefits will advance the interests and meet the needs of San Juan Capistrano residents and visitors to a significantly greater extent than would development of the Property without this Agreement. WHEREAS, the physical effects, if any, of the Project and this Agreement have been analyzed pursuant to CEQA and a Mitigated Negative Declaration was prepared and circulated for public review and was adopted by the City Council; and WHEREAS,on April 24,2018,the Planning Commission held a duly noticed public hearing on the Project and on this Agreement,and following receipt of all oral and written testimony,closed -1- 10306-0005\2182642v4.doc DRAFT (5/15/2018) the public hearing and adopted Resolution No. ,recommending,among other things, that the City Council approve this Agreement; and WHEREAS, on 2018, the City Council held a duly noticed public hearing on the project, the other project approvals and on this Agreement, and following receipt of all oral and written testimony, closed the public hearing, and introduced Ordinance No. , approving this Agreement; and WHEREAS, this Agreement and the Project are consistent with the San Juan Capistrano General Plan and proposed The Farm Specific Plan ; 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 Section 65 864,et sec. of the Government Code are intended; 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 adequacy of which are 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 San Juan Capistrano, a California municipal corporation. 1.1.3 "City Council" means the duly elected city council of the City of San Juan Capistrano. -2- 10306-000512182642v4.doc DRAFT (5/15/2018) 1.1.4 "Commencement Date" means the date the Term of this Agreement commences. 1.1.5 "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 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. 1.1.6 "Development Approvals"means all permits and other entitlements for use subject to approval or issuance by CITY in connection with development of the Property including, but not limited to: (a) General Plan Land Use Element map and text amendments(GPA 16- 001); (b) The Farm Specific Plan (Code Amendment 18-004); (b) Tentative and final subdivision and parcel maps; (c) Conditional use permits, public use permits and plot plans; (d) Zoning; (e) Grading and building permits. 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,whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis,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, but does not include park"in lieu" fees specified in Government Code Section 66477, fees for processing applications for governmental regulatory actions or approvals,or fees collected under development agreements adopted pursuant to Article 2.5 of Chapter 4 of the Government Code (commencing with Section 65864). -3- 10306-0005\2182642v4.doe DRAFT (5/15/2018) 1.1.9 "Development Plan"means The Farm Specific Plan for development of the Property as set forth in Exhibit "C", which allows for no more than 180 single family residential units. 1.1.10 "Effective Date"means the latter of the three following dates: (i) the date the ordinance approving and authorizing this Agreement becomes effective; (ii) the date that the ordinance adopting The Farm Specific Plan takes effect, and (iii)the date that the resolution approving General Plan Amendment 16-001 takes effect. If one of more of the Ordinance approving this Agreement, the Ordinance approving the Specific Plan, or the Resolution approving General Plan Amendment 16-001 do not take effect, then this Agreement will not take effect. 1.1.11 "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements,the maximum height and size of proposed buildings,the provisions for reservation or dedication of land for public purposes,and the design,improvement and construction standards and specifications applicable to the development of the Property. "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 (special or general) and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests that provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain. 1.1.12 "OWNER"means the persons and entities listed as OWNER on page I of this Agreement and their successors in interest to all or any part of the Property. 1.1.13 "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. 1.1.14 "Project" means the development of the Property contemplated by the Development Plan as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement. 1.1.15 "Property" means the real property described on Exhibit"A" and shown on Exhibit"B"to this Agreement. -4- 10306-0005\2182642v4.doc DRAFT (5/15/2018) 1.1.16 "Public Benefit" refers to those benefits provided to the CITY and the community by OWNER pursuant to Section 4 below. 1.1.17 "Reservation of Rights" means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.3 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"—Map showing Property and its location. Exhibit"C"—Development Plan(The Farm Specific Plan). Exhibit"D"—Recreation Easement Areas Exhibit"E"—Form of Open Space Easement Agreement for Recreation Easement Areas Exhibit"F"—Schedule of Development Fees 2. GENERAL PROVISIONS. 2.1 Binding` Effect of Agreement. The Property is hereby made subject to this Agreement. The right to the Development of the Property as provided in this Agreement is hereby vested,as described in Section 3 of this Agreement, and shall be carried out in accordance with the terms of the Development Plan, Development Approvals, Land Use Regulations, and this Agreement. 2.2 Ownership of Property. OWNER represents and covenants that it is the owner of the fee simple title to, or has an equitable interest in, the Property. 2.3 City Council Findings. The City Council finds that: 2.3.1 This Agreement is consistent with the City's General Plan and the Farm Specific Plan. 2.3.2 This Agreement ensures a desirable and functional community environment, provides effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, enhances effective utilization of resources within the CITY. -5- 10306-0005\2182642v4.doc DRAFT (5/15/2018) 2.3.3 This Agreement provides public benefits beyond those which are necessary to mitigate the development of the Project. 2.3.4 This Agreement strengthens the public planning process, encourages private participation in comprehensive planning and reduces costs of development and government. 2.3.5 The best interests of the citizens of the CITY and the public health, safety, and welfare will be served by entering into this Agreement. 2.4 Term. The term of this Agreement shall commence on Effective Date , and shall continue for a period of ten(10) years thereafter,subj ect to extension upon mutual agreement of the parties. Thereafter, the OWNER shall have no vested right under this Agreement, regardless of whether or not OWNER has paid any Development Impact Fee. 2.5 Assignment. 2.5.1 Right to Assign. OWNER shall have the right to sell,transfer or assign the Property in whole or in part(provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et se .) 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 conditions precedent: (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 apart of the Property. (b) Concurrent with any such sale,transfer or assignment,OWNER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement("Assignment and Assumption 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, obligations, agreements,covenants, waivers of OWNER under this Agreement, including,without limitation,the covenants not to sue and waivers contained in Sections 7.2 and 8.4 hereof. Any sale,transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by OWNER under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.5.1,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. -6- 10306-0005\2182642v4.doc DRAFT (5/15/2018) 2.5.2 Release of 'Transferring Owner. Notwithstanding any sale, transfer or assignment,a transferring OWNER shall continue to be obligated under this Agreement with respect to the transferred Property or any transferred portion thereof, unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring OWNER of the following conditions: (a) OWNER no longer has a legal or equitable interest in all or any part of the Property subject to the transfer. (b) OWNER is not then in default under this Agreement. (c) OWNER has provided CITY with the notice and executed agreement required under Paragraph(b) of Subsection 2.5.1 above. (d) The purchaser, transferee or assignee provides CITY with security equivalent to any security previously provided by OWNER to secure performance of its obligations hereunder. 2.5.3 Subsequent Assignment. Any subsequent sale,transfer or assignment after an initial sale,transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section. 2.5.4 Utilities. At OWNER's full expense, the Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project,prior to the issuance of a certificate of occupancy for any portion of the Project. 2.5.5 Sale to Public and Completion of Construction.The provisions of Subsection 2.5.1 shall not apply to the sale or lease(for a period longer than one year) of any lot that has been finally subdivided and is individually(and not in"bulk")sold or leased to a member of the public or other ultimate user. This Agreement shall terminate with respect to any lot and such lot 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 lot has been finally subdivided and individually (and not in "bulk")sold or leased(for a period longer than one year)to a member of the public or other ultimate user; and (b) A certificate of occupancy has been issued for a building on the lot, and the fees for such lot set forth in this Agreement have been paid. 2.6 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all parties in the manner provided for in Government Code Section 65868. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. -7- 10306-0005\2182642v4.doc DRAFT (5/15/2018) 2.7 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 Section 2.4. (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. 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 that has occurred prior to such termination or with respect to any obligations that are specifically set forth as surviving this Agreement. Upon such termination,any Development Impact Fees paid by OWNER to CITY for residential units on which construction has not yet begun shall be refunded to OWNER by CITY. 2.8 Notices. (a) 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. (b) 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: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 -8- 10306-000512182642v4.doe DRAFT (5/15/2018) Attention: City Manager Copy to: Richards, Watson&Gershon 355 S. Grand Ave, 40th Floor Los Angeles, California 90071-3101 Attention: Kevin Ennis If to OWNER: Virginia Germann, Successor Trustee C. and I. Vermeulen Revocable Trust 772 Town and Country Road Orange, CA 92868 Attn: Virginia Germann Vermeulen Ranch Center, LLC P.O. Box 160 San Juan Capistrano, CA 92693 Attn: Troy Bourne Telephone: (949) 533-4312 Email: TBourne@Continuinglife.com Copy to: Manatt, Phelps and Phillips 695 Town Center, 14th Floor Costa Mesa, CA 92626 Attention: Roger A. Grable (c) 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. 3. DEVELOPMENT" OF THE PROPERTY. 3.1 Rights to Develop. Subject to the terms of this Agreement including the Reservation of Rights,OWNER shall have a vested right to develop the Property in accordance with, and to the extent of,this Agreement. Except as expressly provided otherwise herein,the Project shall remain subject to all Land Use Regulations and Development Approvals,whether in effect on the Effective Date or subsequently adopted or amended,that are required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement,and notwithstanding the -9- 10306-0005\2182642v4.doc DRAFT (5/15/2018) authority of the CITY to further revise the Land Use Regulations pursuant to Government Code section 65866, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted or amended but in no event shall the OWNER or future developer be entitled to build more than 180 dwelling units on the site. OWNER shall comply with all mitigation measures required to be undertaken pursuant to any document prepared in compliance with the California Environmental Quality Act with respect to the Project. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservation of Rights,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 Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted. In connection with any subsequently imposed Development Approvals and except as specifically provided otherwise herein,CITY may exercise its discretion in accordance with the Land Use Regulations then in effect, as provided by this Agreement, including, but not limited to, the Reservation of Rights. CITY shall accept for processing, review, and action, all applications for subsequent development approvals,and such applications shall be processed in the same manner and the CITY shall exercise its discretion, when required or authorized to do so, to the same extent it would otherwise be entitled in the absence of this Agreement. 3.3 Reservation of Rights. 3.3.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following 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. (c) Regulations,policies and rules governing engineering and construction standards and specifications applicable to public and private improvements, including, without limitation,all uniform codes adopted by the CITY and any local amendments to those codes adopted by the CITY,including,without limitation,the CITY's Building Code,Plumbing Code,Mechanical Code, Electrical Code, and Grading Ordinance. (d) Regulations imposing Development Exactions; provided, however, -10- 10306-0005\2182642v4.doc DRAFT (5/15/2018) that no such subsequently adopted Development Exaction shall be applicable to development of the Property unless such Development Exaction is applied uniformly to development,either throughout the CITY or within a defined area of benefit which includes the Property. No such subsequently adopted Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan. (e) Regulations that may be in material conflict with this Agreement but that are reasonably necessary to protect the residents of the project or the immediate community from a condition perilous to their health or safety. To the extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (f) Regulations that are not in material conflict with this Agreement or the Development Plan. Any regulation,whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to materially conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (g) Regulations that are in material conflict with the Development Plan; provided OWNER has given written consent to the application of such regulations to development of that Property in which the OWNER has a legal or equitable interest. (h) Regulations that impose, levy, alter or amend fees, charges, or Land Use Regulations relating to consumers or end users, including, without limitation, trash can placement, service charges and limitations on vehicle parking. (i) Regulations of other public agencies,including Development Impact Fees adopted or imposed by such other public agencies, although collected by CITY. 3.3.2 Subsequent Development Approvals. This Agreement shall not prevent CITY,in acting on subsequent development approvals and to the same extent it would otherwise be authorized to do so absent this Agreement, from applying subsequently adopted or amended Land Use Regulations that do not materially conflict with this Agreement. 3.3.3 Modification or Suspension by State or Federal Law. In the event that State, County 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. 3.3.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit certain aspects of its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power that cannot be or -11- 10306-0005\2182642v4,doc DRAFT (5/15/2018) are not expressly so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority that cannot be or is not by this Agreement's express terms so restricted. 3.4 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of CITY may possess authority to regulate aspects of the development of the Property separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. 3.5 Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties in that case to provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over the parties' agreement, it is the specific intent of the Parties to provide for the timing of the Project in this Agreement. To do so,the Parties acknowledge and provide that OWNER shall have the right, but not the obligation, to complete the Project in such order, at such rate, at such times, and in as many development phases and sub- phases as OWNER deems appropriate in its sole subjective business judgment. 3.6 Conditions, Covenants and Restrictions. OWNER shall have the ability to reserve and record such covenants, conditions, and restrictions (CC&Rs) against the Property as OWNER deems appropriate, in its sole and absolute discretion. Such CC&Rs may not conflict with this Agreement, the General Plan, or The Farm Specific Plan. Before recording any CC&Rs, OWNER shall provide a copy of the CC&Rs to the CITY for review and approval by the City Attorney. The City Attorney's review shall be limited to determining if the CC&Rs substantially comply with this Agreement. Within thirty (30) days after receiving a copy of the proposed CC&Rs from OWNER, the City Attorney shall provide OWNER with either(i) a statement that the CC&Rs comply with this Agreement("CC&R Approval") or (ii)written comments identifying each aspect of the CC&Rs which the City Attorney believes not to be ill compliance with this Agreement (a"Statement of Non-Compliance"). If the City Attorney fails to provide OWNER with either CC&R Approval or a Statement of Non-Compliance within thirty (30) days following a written request by OWNER, CITY shall be deemed to have approved the CC&Rs and OWNER may record the CC&Rs against the Property. If the City Attorney provides a Statement of Non-Compliance, OWNER shall have thirty (30) days in which to respond to the Statement of Non-Compliance. Upon submittal of OWNER's response,the procedure described above for the initial submittal and City Attorney review of proposed CC&Rs shall again be followed. This procedure shall be followed until OWNER either (1) receives CC&R Approval, (2) submits the compliance issues to binding arbitration pursuant to the rules of the American Arbitration Association, (3) files an action for declaratory relief in Orange County Superior Court seeking a judicial determination of the compliance of the proposed CC&Rs, or (4) agreement is otherwise reached between the Parties allowing for the recording of the CC&Rs. The CC&Rs may run with the land and bind OWNER's successors and assigns. Except as provided above, any dispute between the Parties regarding the CITY's approval or rejection of the CC&Rs shall be subject to immediate and binding arbitration pursuant to the rules of the American Arbitration Association. -12- 10306-0005\2182642v4 doc DRAFT (5/15/2018) 4. PUBLIC BENEFITS. 4.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs that will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER that should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project. 4.2 Public Benefits. In addition to complying with the Project conditions of approval which are designed, among other things, to mitigate the significant environmental impacts of the Project, OWNER has committed by this Agreement to contribute to the acquisition, construction and maintenance of certain "Public Benefits." The Public Benefits consist of: 4.2.1 The construction and maintenance of a 0.5-acre community park("Harvest Park") located within the proposed residential community subject to design and amenity approval by the CITY, that will be privately owned and maintained but accessible to the general public and including the following minimum improvements: (i) Tot lot with wood chips (ii) Drinking fountain with bottle filler and also suitable for dogs (iii) Doggy bag dispenser (iv) At least one, but preferably 2, picnic tables with shade structure and concrete slab (v) BBQ grill (vi) Substantial number of shade trees (vii) Turf (viii) Trash and recycling bins. 4.2.2 The construction and maintenance of a shared use trail (pedestrian/equestrian/bicycle), a minimum of 20 feet in width, connecting the public sidewalk on the south side of Del Obispo Street to the sidewalk on the north side of Via Positiva. The shared use trail will be privately owned and maintained but accessible to the general public and will include the following minimum improvements: -13- 10306-0005\2182642v4.doc DRAFT (5/15/2018) (i) A cross section consisting of a minimum eight foot (8') wide landscaped parkway adjacent to the road curb, a three foot(3') to four foot(4') high split rail fence, a 20' wide decomposed granite (DG) surface multi-use trail, and another matching three foot(3')to four foot (4') high split rail fence. 4.2.3 In addition, if the CITY plans and, after completing any required CEQA review, approves a shared use trail (pedestrian/equestrian/bicycle, or any combination thereof) consistent with the CITY's trail standards connecting the public sidewalk on the north side of Via Positiva to the CITY owned Joel Congdon House on or before the later of the date on which the first building permit for residential construction is issued, but not including any permit issued for a model home, or July 1, 2020, OWNER within six (6) months of the date on which the first building permit for residential construction is issued, but not including any permit issued for a model home, shall construct at OWNER's sole cost and expense that off-site trail in accordance with the plans approved by the CITY, and which plans may include the following improvements: (i) A three foot (3') to four foot (4')high split rail fence, a 20' wide decomposed granite (DG) surface multi use trail, and another matching three foot (3')to four foot (4') high split rail fence. 4.2.4 Public Open Space Easement. Prior to issuance of a Building Permit for the Project, Developer shall execute one or more open space easements in favor of the CITY for the 0.5-acre community .park("Harvest Park") and the on-site shared used trail (pedestrian/equestrian/bicycle) (collectively,the"On-site Recreation Improvements") as shown in Exhibit D attached hereto and incorporated herein by reference. The open space easement or easements shall ensure that the On-site Recreation Improvements are maintained as public open space for the life of the Project(which maintenance, once the Project's property owners association (the "Association")becomes operational, shall be the responsibility of the Association). The open space easement(s) shall be in form and substance satisfactory to the CITY's legal counsel and substantially in the form set forth in Exhibit E. 4.2.5 City Facilities. Prior to the earlier of(i)the issuance of the first building permit for development within the project, or(ii) December 31, 2019, OWNER shall make a Two Million Dollar($2,000,000.00) cash contribution to the CITY that will be used toward the acquisition, construction, and/or maintenance of City Facilities, as determined by the City Council in its sole and absolute discretion. 4.3 Development Impact Fees; Increases. The Parties hereby agree that OWNER shall be subject to the imposition of Development Impact Fees in effect on the date on which the City Council adopted the ordinance approving this Agreement, and which are set forth in Exhibit F attached hereto and incorporated by reference. 4.4 Dedication of On-Site Easements and Rights of Way. OWNER shall dedicate to CITY all on-site rights of way and easements deemed necessary for public improvements,in CITY's sole discretion, within 15 days of receipt of written demand from CITY. -14- 103 06-0005\2182642v4.doc DRAFT (5/15/2018) 4.5 Timing of Construction of Off-Site Infrastructure. Approval of any building permits on the Property shall be conditioned upon CITY's determination,in its sole discretion,that sufficient progress is being made on construction of off-site infrastructure serving development of OWNER's Property. 4.6 Accessory Dwelling Units. Developer agrees not to construct or seek permits to construct an accessory dwelling unit on any residential lot within the Project area. 4.7 Subdivision Map Processing. Pursuant to the provisions of Government Code Section 66452.6(a)(1)the term of any subdivision maps approved for the Project shall be extended to a time coincident with the Term of this Agreement. Therefore,in light of the vested rights provided in this Agreement,OWNER agrees to process all future subdivisions necessary or desired to develop the Project as tract or parcel maps, and not as vesting subdivision maps. 5. FINANCING OF PUBLIC IMPROVEMENTS. OWNER may propose,and if requested by CITY shall cooperate in, the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities required as part of the Development Plan. To the extent any such district or other financing entity is formed and sells bonds in order to finance such reimbursements,OWNER may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of public facilities.Notwithstanding the foregoing,it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or to issue and sell bonds. 6. REVIEW FOR COMPLIANCE. 6.1 Periodic Review. The CITY shall review this Agreement annually,on or before the anniversary of the Effective Date,in order to ascertain the compliance by OWNER with the terms of the Agreement. OWNER shall submit an Annual Monitoring Report, in a form acceptable to the City Manager, within thirty (30) days after written notice from the City Manager. The Annual Monitoring Report shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year. The amount of the annual review and administration fee shall be set annually by resolution of the City Council. 6.2 Special Review. The City Council may order a special review of compliance with this Agreement at any time. The City Manager, or his or her designee, shall conduct such special reviews. 6.3 Procedure. (a) During either a periodic review or a special review,OWNER shall be required to demonstrate good faith compliance with the terms of the Agreement. The burden of proof on this issue shall be on OWNER. (b) Upon completion of a periodic review or a special review,the City Manager, -15- 10306-0005\2182642v4.doc DRAFT (5/15/2018) or his or her designee, shall prepare a report setting forth the evidence concerning good faith compliance by OWNER with the terms of this Agreement and his or her recommended finding on that issue. (d) If the City Manager finds and determines on the basis of substantial evidence that OWNER has not complied in good faith with the terms and conditions of this Agreement,the City Manager may recommend to the City Council modification or termination of this Agreement. Notice of default as provided under Section 7.3 of this Agreement shall be given to OWNER prior to or concurrent with proceedings under Section 6.4 and Section 6.5. 6.4 Proceedings Upon Modification or Termination.If,upon a finding under Section 6.3, CITY determines to proceed with modification or termination of this Agreement, CITY shall give written notice to OWNER of its intention so to do. The notice shall be given at least ten (14) calendar days prior to the scheduled hearing and shall contain: (a) The time and place of the hearing; (b) A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and, (c) Such other information that the CITY considers necessary to inform OWNER of the nature of the proceeding. 6.5 Hearing on Modification or Termination.At the time and place set for the hearing on modification or termination, OWNER shall be given an opportunity to be heard. OWNER shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the City Council finds,based upon substantial evidence, that OWNER has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate this Agreement or modify this Agreement, if such modifications are approved by OWNER,and impose such conditions as are reasonably necessary to protect the interests of the CITY. The decision of the City Council shall be final. 6.6 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, OWNER is found to be in compliance with this Agreement, CITY shall, upon request by OWNER,issue a Certificate of Agreement Compliance("Certificate")to OWNER stating that after the most recent Periodic or Special Review and based upon the information known or made known to the City Manager, City Council, or both that: (1) this Agreement remains in effect; and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. OWNER may record the Certificate with the County Recorder. -16- 10306-0005\2182642v4.doc DRAFT (5/15/2018) Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the City Manager or City Council. 7. DEFAULT AND REMEDIES. 7.1 Remedies in General. It is acknowledged by the parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement,or with respect to this Agreement or the application thereof. 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, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OWNER, or to any other person with respect to this Agreement,and OWNER covenants not to sue for damages or claim any damages: (a) For any breach of this Agreement or for any cause of action that arises out of this Agreement; or (b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or (c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. 7.2 Release. Except for non-monetary remedies, OWNER,for itself,its successors and assignees, hereby releases CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability,based or asserted,pursuant to Article 1, Section 19 of the California Constitution, the Fifth and Fourteenth Amendments to the United States Constitution,or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon CITY because it entered into this Agreement or because of the terms of this Agreement. OWNER hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." By initialing below, OWNER hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. -17- 10306-0005\2182642v4.doc DRAFT (5/15/2018) OWNER's Initials 7.3 Termination or Modification of Agreement for Default of OWNER. CITY may terminate or, with OWNER's approval, modify this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER 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 providing written notice to OWNER of default setting forth the nature of the default and the actions,if any,required by OWNER to cure such default and,where the default can be cured, OWNER 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. 7.4 Termination of Agreement for Default of CITY. OWNER 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. 8. LITIGATION. 8.1 Third Party Litigation Concerning Agreement. OWNER 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 the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any claim, action, proceeding or determination included within this Section 8.1, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim,action,proceeding or determination,or if CITY fails to cooperate in the defense,OWNER shall not thereafter be responsible to defend,indemnify,or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim,action, proceeding or determination. 8.2 Environmental Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property,including,but not limited to,soil and groundwater conditions,and OWNER shall -18- 10306-0005\2182642v4.doc DRAFT (5/15/2018) defend, at its expense, including attorneys' fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action. 8.3 Reservation of Rights. With respect to Section 8.1 and Section 8.2 herein, CITY reserves,the right to either (1) approve the attorney(s)that the indemnifying party selects, hires or otherwise engages to defend the indemnified party hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense; provided, however, that the indemnifying party shall reimburse the indemnified party forthwith for any and all reasonable expenses incurred for such defense, including attorneys' fees, upon billing and accounting therefor. 8.4 Challenge to Existing Land Use Approvals. By accepting the benefits of this Agreement, OWNER, on behalf of itself and its successors in interest,hereby expressly agrees and covenants not to sue or otherwise challenge any land use approval affecting the Property and in effect as of the Effective Date. Such agreement and covenant includes, without limitation, the covenant against any direct suit by OWNER or its successor in interest,or any participation,encouragement or involvement whatsoever that is adverse to CITY by OWNER or its successor in interest,other than as part of required response to lawful orders of a court or other body of competent jurisdiction. OWNER hereby expressly waives, on behalf of itself and its successors in interest, any claim or challenge to any land use approval affecting the Property and in effect as of the Effective Date. In the event of any breach of the covenant or waiver contained herein, CITY shall, in addition to any other remedies provided for at law or in equity, be entitled to: (a) impose and recover (at any time, including after sale to a member of the public or other ultimate user) from the party breaching such covenant or waiver, the full amount of Development Impact Fees that the breaching party would have been required to pay in the absence of this Development Agreement; and (b) impose any subsequently adopted land use regulation on those land use approvals for which the breaching party had not,as of the time of such breach,obtained a building permit. OWNER hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." By initialing below, OWNER hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases. -19- 10306-0005\2182642v4.doc DRAFT (5/15/2018) OWNER's Initials 8.5 Survival. The provisions of Sections 8.1 through 8.4, inclusive, shall survive the termination of this Agreement. 9. MORTGAGEE PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER'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 OWNER 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 OWNER in the performance of OWNER's obligations under this Agreement. (c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement,CITY shall provide a copy of that notice to the Mortgagee within ten(10)days of sending the notice of default to OWNER. The Mortgagee shall have the right,but not the obligation,to cure the default 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 OWNER's obligations or other affirmative covenants of OWNER hereunder,or to guarantee such performance;provided,however,that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of 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 -20- 10306-0005\2182642v4.doc DRAFT (5/15/2018) shall be subject to the provisions of Section 2.5 of this Agreement. 10. MISCELLANEOUS PROVISIONS. 10.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Orange County Recorder by the Clerk of the City Council within ten(10)days after the Effective Date,in accordance with Section 65868.5 of the Government Code. If the parties to this Agreement or their successors in interest amend or cancel this Agreement,or if the CITY terminates or modifies this Agreement as provided herein for failure of the OWNER to comply in good faith with the terms and conditions of this Agreement, the City Clerk shall have notice of such action recorded with the Orange County Recorder. 10.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations,understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 10.3 Severability.If any term,provision,covenant or condition of this Agreement shall be determined 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 4 of this Agreement,including the payment of the Development Impact Fees set forth therein, are 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 determined to be invalid,void or unenforceable,this entire Agreement shall be null and void and of no force and effect whatsoever. 10.4 Interpretation and Governing L.aw. 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. 10.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 10.6 Singular and Plural. As used herein, the singular of any word includes the plural. 10.7 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 OWNER,all obligations of such OWNERS under this Agreement shall be joint and several, and the default of any such OWNER shall be the -21- 10306-0005\2182642v4.doc DRAFT (5/15/2018) default of all such OWNERS. Notwithstanding the foregoing, no OWNER of a single lot that has been finally subdivided and sold to such OWNER as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as expressly provided for herein. 10.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.9 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. 10.10 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. 10.11 Force Majcure. 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. 10.12 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. 10.13 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 reffain 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 parry and each successor in interest during ownership of the Property or any portion thereof. 10.14 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. 10.15 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 -22- 10306-0005\2182642v4.doc DRAFT (5/15/2018) any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, 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. 10.16 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 OWNER is that of a government entity regulating the development of private property and the owner of such property. 10.17 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 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. 10.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain. 10.19 Agent for Service of Process. In the event OWNER 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, OWNER shall file with the City Manager,upon its execution of this Agreement, a designation of a natural person residing in the Stale 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 OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process and such service shall constitute valid service upon OWNER. OWNER 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. 10.20 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER 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 and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder. -23- 10306-000512182642v4.doc DRAFT (5/15/2018) IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the last day and year set forth below. OWNER VERMEULEN RANCH CENTER, LLC, a California limited liability company By: Its: [Printed Name and Title] By: Its: [Printed Name and Title] VIRGINIA GERMANN, SUCCESSOR TRUSTEE OF THE C. AND I. VERMEULEN REVOCABLE TRUST DATED MAY 14, 1990 CITY CITY OF SAN JUAN CAPISTRANO, a California municipal corporation By: Mayor Dated: ATTEST: By: City Clerk APPROVED AS TO LEGAL FORM: RICHARDS, WATSON & GERSHON Special Counsel -24- 103 06-0005\2182642v4.doc DRAFT (5/15/2018) EXHIBIT "A" (Legal Description of the Property) Exhibit A 10306-0005\2182642v4.doe Order No.: 12400360-K26 LEGAL DESCRIPTION PARCEL 1: (A PORTION OF APN: 121-182-53) THAT PORTION OF LOT 64 OF TRACT NO. 103, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 11, PAGES 29 TH OUGH 33, INCLUSIVE,OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 64; THENCE SOUTH 54 DEGREES 48 MINUTES 30 SECONDS EAST, 745.39 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOT; THENCE SOUTH 36 DEGREES 07 MINUTES 30 SECONDS WEST,474.77 FEET; THENCE NORTH 53 DEGREES 52 MINUTES 30 SECONDS WEST, 906.58 FEET TO THE NORTHWESTERLY LINE OF SAID LOT; THENCE NORTHEASTERLY ALONG THE NORTHWESTERLY LINES OF SAID LOT TO THE POINT OF BEGINNING. PARCEL 2: (A PORTION OF APN: 121-182-53) LOTS 63 AND 64 OF TRACT NO. 103, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THAT PORTION THEREOF LYING NORTHEASTERLY AND EASTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN DEED TO CALVIN C. FLINT AND WIFE, RECORDED DECEMBER 30, 1948 IN BOOK 1781. PAGE 69, OFFICIAL RECORDS; THENCE SOUTH 53 DEGREES 52 MINUTES 30 SECONDS EAST 806.58 FEET TO THE SOUTHERLY CORNER OF SAID FLINT LAND; THENCE CONTINUING SOUTH 53 DEGREES 52 MINUTES 30 SECONDS EAST,426.76 FEET; THENCE SOUTH 9 DEGREES 02 MINUTES 20 SECONDS EAST, 260.20 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 63 WHICH IS SOUTH 89 DEGREES 51 MINUTES 00 SECONDS WEST,415.87 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 63. TOGETHER WITH THAT PORTION OF DEL OBISPO STREET VACATED BY RESOLUTION NO. 81-9-5 OF THE CITY COUNCII, OF THE CITY OF SAN JUAN CAPISTRANO, RECORDED SEPTEMBER 18, 1981 IN BOOK 14225 PAGE, 683,OF OFFICIAL RECORDS. CLTA Preliminary Report Form-Modified(11-17-06) Order No.: 12400360-K26 LEGAL DESCRIPTION (continued) PARCEL 3: W-IN: 121-182-17) THAT PORTION OF LOTS 63 AND 64 OF TRACT NO. 103, IN TIIE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 64, DISTANT SOUTH 54 DEGREES 48 MINUTES 30 SECONDS EAST, 745.39 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 64; THENCE SOUTH 36 DEGREES 07 MINUTES 30 SECONDS WEST,474.77 FEET; THENCE SOUTH 53 DEGREES 52 MINUTES 30 SECONDS EAST,426.76 FEET; THENCE SOUTH 9 DEGREES 02 MINUTES 20 SECONDS EAST, 260.20 FEET TO A POINT IN THE SOUTH LINE OF SAID LOT 63; DISTANT SOUTH 89 DEGREES 51 MINUTES WEST, 415.87 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 63; THENCE NORTH 89 DEGREES 51 MINUTES EAST, 415.87 FEET TO SAID SOUTHEASTERLY CORNER OF LOT 63; THENCE NORTH 36 DEGREES 56 MINUTES 30 SECONDS EAST, 427.75 FEET ALONG THE SOUTHEASTERLY LINE OF SAID LOT 63 TO THE MOST EASTERLY CORNER THEREOF; THENCE NORTH 54 DEGREES 48 MINUTES 30 SECONDS WEST, 952.79 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOTS 63 AND 64 TO THE POINT OF BEGINNING. SAID LAND IS SHOWN ON A LICENSED SURVEYOR'S MAP FILED IN BOOK 2, PAGE 37, OF RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY,CALIFORNIA. END OF LEGAL DESCRIPTION CLTA Preliminary Report Form-Modified(11-I7-06) DRAFT (5/15/2018) EXHIBIT "B" (Map of the Property) Exhibit B 10306-0005\2182642v4 doe Sw wa s y • _ • oi�r�k�aQ ei� ilk • � ,i \'� � O i�,� s��. - .��.�,. ., �;-.Y � 79 ang Al Ole VL CP A . i �1 "` `" jy�. y fir, •.r _ 'iii DRAFT (5/15/2018) EXHIBIT "C" Development Plan(The Farm Specific Plan) Exhibit C 10306-0005\2182642v4.doc DRAFT (5/15/2018) EXHIBIT "D" (Exhibit of On-site Recreation Improvement Easement Areas (Park and Trails)) Exhibit D 10306-0005\2182642v4.doc Exhibit D Park and on-site trail areas ..'eZ Park Y da' a�anar-md cd�ia• - Ryh1+�YNar A4i a�A'.a� °�rry Ari' Auw 4 Trees -minimum 24" box size: Parkway: Citrus species Citrus Schinus molle California Pepper Background Tree: Citrus species Citrus Eucalyptus maculata Spotted Gum Harvest Park and Community Trail: Harvest Park, centrally located adjacent to The Farm Road provides a safe and comfortable public realm where people can enjoy their surroundings and a logical natural "green infrastructure". The Park& Community Trail creates places to relax, foster community interaction and provides opportunities for continuing environmental education. Harvest Park creates an identity and sense of place as well as provide visual breaks within the built neighborhoods. These less formal landscaped space will be open and large enough to accommodate a variety of passive to informal active uses including a tot lot. Facilities in this Park are not intended to provide active recreation to resident beyond The Farm Specific Plan area. The Community Trail consist of widened open space corridor with landscaping and a Class I multi-use trail that will provide a linkage throughout the community. In addition to the Trail other informal recreation activities such as picnic tables and seating areas may occur. Harvest Park Trees-minimum 24" box size: Arbutus Marina' Strawberry Tree , Lagerstroenia indica Crape Myrtle Olea europaea Olive Pinus eldarica Afghan Pine Pistacia chinensis Chinese Pistache . Platanus a. Bloodgood' London Plane Tree Platanus racemosa Western Sycamore Quercus agrifo is C . Live Oak Rhus lancea African Sumac DRAFT (5/15/2018) EXHIBIT "E" (Form of Easement For On-site Recreation Easement Areas) Exhibit E 10306-0005\2182642v4.doc DRAFT RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: City Clerk APN(s): SPACE ABOVE THIS LINE FOR RECORDER'S ITSE Exempt from recording fees pursuant to Government Code § 27383. Exempt from documentary transfer taxes pursuant to Revenue Taxation Code § 11922; conveyance to a public entity. OPEN SPACE EASEMENT AGREEMENT This OPEN SPACE EASEMENT AGREEMENT (the "Agreement") is dated as of , 2018 (the "Effective Date"), and is entered into by and between VERMEULEN RANCH CENTER, LLC, a California limited liability company ("Grantor") and the CITY OF SAN JUAN CAPISTRANO, a municipal corporation ("Grantee"). RECITALS A. Grantor is the owner of the land described on Exhibit"A" and the improvements thereon (collectively"Grantor Parcel"). B. Grantor and Grantee have entered into a Development Agreement dated 2018 (the "DA") in connection with a proposed development("Development") on the Grantor Parcel. C. The DA requires that Grantor enter into and record this Agreement with Grantee prior to the issuance of any building permit for the proposed development. NOW, THEREFORE, in consideration of the DA, the mutual promises contained herein and for other valuable consideration, the sufficiency of which is hereby acknowledged,the parties agree as follows: 1. Grant of Easement. Grantor hereby grants to Grantee a perpetual easement (the "Easement") in and over the portion of the Grantor Parcel described on Exhibit "B" (the "Easement Area"). 2. Purpose of Easement. The purpose of the easement shall be for access to and use by the public of the 0.5 -acre Community Park and a 20-foot wide shared use trail (pedestrian, equestrian, and bicycle) from Del Obispo Street to Via Positiva. described on Exhibit"C" . -I- 10306-0005\2 174143v4-doe I-10306-0005\2174143v4.doe DRAFT 3. Improvements. Grantor shall, at its sole cost and expense, complete the improvements described on Exhibit "D"on or before , 201_ subject to delays beyond its control ("Improvements") and shall keep the Grantor Parcel free and clear of liens related to such work. Grantor shall defend, indemnify and hold Grantee and its officers, employees, attorneys, and agents, harmless from and against all claims, liabilities, losses or damages arising from such work. 4. Insurance. Grantor shall obtain and maintain the following insurance: (a) Commercial General Liability (CGL) with limits no less than Two Million Dollars ($2,000,000.00) per occurrence basis including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. Grantor shall maintain in force liability insurance, at all times which shall insure and indemnify Grantee,the City Council and each member thereof, and every officer and employee of Grantee against liability or financial loss resulting from any suits, claims or actions brought by any person or persons and from all costs and expense of litigation brought against Grantee, the City Council and every member thereof for any injury to persons and/or damage to property in, on or about the Easement Area by reason of the use of the Easement Area by the public. (b) Grantee,the City Council and each member thereof, and every officer and employee of Grantee shall be named as an additional insured on Grantor's liability policy. Said policies shall be issued by an insurer rated in Best's Insurance Guide with a financial rating of A+ VII or better. Said policy shall include waiver of subrogation rights and provide that the insurance coverage shall not be cancelled or reduced by the insurance carrier without Grantee having been given thirty(30)days' prior written notice thereof by such carrier. Grantor shall not cancel or reduce said insurance coverage. (c) Grantor shall promptly deliver to Grantee a certificate of insurance issued by the insurance carrier and showing that the aforesaid insurance policy is in effect in the amounts above provided, and if and when requested by Grantee, a copy of each insurance policy. (d) If Grantor does not keep the insurance required hereunder in full force and effect, Grantee may take out the necessary insurance and pay the premium thereon, and Grantor shall reimburse Grantee for the cost thereof within ten (10) days after written demand. 5. Maintenance. Grantor shall keep the Easement Areas and Improvements in good condition and repair. Once the Development's property owner's association (the "Association") becomes operational,Grantor may transfer and assign the maintenance obligations,and insurance obligations set forth in Section 4 above to the Association,provided title to the Easement Area is also conveyed the Association. The maintenance obligations may not be otherwise transferred or assigned to any other third-party without the prior written approval and consent of the City Manager, in his/her sole and absolute discretion. 6. Property Taxes; Liens. Grantor shall pay, prior to delinquency, all property taxes, special taxes and assessments assessed against the Easement Area, and shall keep the Easement Area free of all liens except for liens securing financing for the Development, which Grantor -2- 10306-0005\2174143v4 doe DRAFT hereby agrees to subordinate to this Agreement and the easements granted herein by reasonable recordable subordination agreements executed by Grantor, Grantee and the applicable lienholder(s), promptly delivered to Grantee (for recording). 7. Grantee's Remedies. If Grantee determines that Grantor is in violation of the terms of this Agreement,Grantee shall give written notice to Grantor of such violation. If Grantor fails to cure the violation within fifteen (15) days after said written notice is given, or said cure reasonably requires more than fifteen (15) days to complete and Grantor fails to begin to cure within the fifteen(15)day period or fails to continue diligently to complete the cure, Grantee may bring an action at law or in equity in a court of competent jurisdiction to enforce compliance by Grantor with the terms of this Agreement, to recover any damages to which Grantee may be entitled for violation by Grantee of the terms of this Agreement or the Easement,or may cure the violation, in which event Grantor shall reimburse Grantee for the costs incurred by Grantee in connection with violation within ten (10) days after written demand with evidence of such costs. Additionally, without notice or the expiration of any cure period, Grantee may enjoin the violation, ex parte, by temporary or permanent injunction without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies, or for other equitable relief. 8. Miscellaneous. (a) Notices. Any notice to be given under or in connection with this Agreement shall be in writing and shall be deemed to have been given: (i)one (1) business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, or(ii)two (2) business days after being deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows: To Developer: Vermeulen Ranch Center, LLC 3435 Wilshire Blvd., Suite 1195 Los Angeles, CA 90010 Attn: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: City Clerk (b) Assignment; Successors and Assigns. Grantor may not assign its rights or obligations hereunder except(and then only upon prior written notice to Grantee, with the acquiror's or lender's address for notices)to: (i)a person or entity acquiring all of the Easement Area (including a property owners' association for the Development); or(ii) a lender taking a security interest in the fee interest in the Easement Area. (c) Runs With Land. The covenants and agreements contained herein and the rights, privileges and easements herein granted shall run with, burden and shall be appurtenant to the properties described herein. -3- 10306-0005\2174143v4.doc DRAFT (d) Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California. (e) Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable by any court of competent jurisdiction,the validity of the other provisions of this Agreement shall in no way be affected thereby. (f) Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (g) Further Acts. Each of the parties shall execute such other and further documents and do such further acts as may be reasonably required to effectuate the intent of the parties and carry out the terms of this Agreement(including, without limitation, obtaining and delivering to Grantee prior to the recordation of this Agreement originals of reasonable recordable subordination agreements from the holders of any liens encumbering the Easement Area that are or might be senior to this Agreement or the Easement as of the date of the recordation of this Agreement). (h) Attorneys' Fees. If any action shall be commenced to enforce the terms of this Agreement or to declare the rights of the parties hereunder,the prevailing party shall be entitled to recover all of its costs and expenses (including, but not limited to, its actual attorneys' fees) from the nonprevailing party. In addition to the foregoing award of attorneys' fees and other litigation costs to the prevailing party, the prevailing party in any lawsuit on this Agreement shall be entitled to its attorneys' fees and other litigation costs incurred in any post- judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. This provision shall survive the termination of this Agreement. (i) Time of Essence. Time is of the essences of every provision hereof in which time is a factor. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first above written. GRANTOR: GRANTOR: VERMEULEN RANCH CENTER, LLC, CITY OF SAN JUAN CAPISTRANO a California limited liability company By: By: Print Name: Print Name: Title: Title: -4- 1 0306-0005\2174143 v4.doc 4-10306-0005\2174143v4.doc DRAFT ATTEST: (SEAL) City Clerk Approved as to Form: City Attorney -5- 10306-0005\2174143v4.doc DRAFT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange County ) On before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) -6- 10306-0005\2 l 74143 v4.doc DRAFT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange County ) On , before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) -7- 10306-0005\2174143v4.doc EXHIBIT "A" LEGAL DESCRIPTION OF THE GRANTOR PARCEL A-1 10306-0005\2174143v4,doc EXHIBIT "B" DESCRIPTION OF EASEMENT AREAS B-1 10306-0005\2174143v4.doe EXHIBIT "C" DESCRIPTION OF COMMUNITY PARK AND TRAILS (Attached.) C-1 10306-0005\2174143v4.doe EXHIBIT "D" COMMUNITY PARK AN D TRAILS IMPROVEMENTS (Attached.) D-1 10306-000512174143v4.doc CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that the interest in real property conveyed by that certain Open Space Easement Agreement dated . 2018, from VERMEULEN RANCH CENTER, LIC to the CITY OF SAN JUAN CAPISTRANO, a municipal corporation (the "City"), which is a governmental agency, is hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by resolution of the City, Resolution Number , adopted on , and that the City consents to recordation thereof by its duly authorized officer. Dated: 2018 CITY OF SAN JUAN CAPISTRANO , City Manager A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange County ) On , before me, , (insert name and title of the officer) Notary Public,personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 10306-0005\2174143v4.doc DRAFT (5/15/2018) EXHIBIT "F" (Schedule of Development Fees) 320222042 1 Exhibit F 10306-0005\2182642v4.doc Developer Impact Fees Summary Exhibit F a —M � Descriptions Current Fees Term Parks and Recreation Facilities Development Fees NOTE: BASED UPON ORDINANCE NO. 210 PASSED ON DECEMBER 11, 1972, UPDATED 1999 49 Units or Less Single family detached dwelling units $11,600.00 Per Unit Attached units, including duplex, townhomes and apartments $10,512.00 Per Unit Mobile Homes $6,525.00 Per Unit 50 Units or More If there is no park or recreational facility designated in the Recreational Element to be located in whole or in part within the proposed subdivision to serve the immediate and future needs of the residents of the subdivision, the subdivided shall, in lieu of dedicating land, pay a fee equal to the value of the land prescribed for dedication as indicated in Section (1) below and in an amount determined in accordance with the provision of Section (2) below, such fee to be used for a park which will serve the residents of the area being subdivided. Section (1) (b) Town houses and 4 bedroom apts. 3.1 persons per dwelling unit (c) Multiple family dwelling units 2.4 persons per awelling (d) Mobile home dwelling units 1.9 persons per dwelling unit Section (2) Where a fee is required to be paid in lieu of land dedication, the amount of such fee shall be based upon the fair market value of the amount of land which would otherwise be required to be dedicated pursuant to Section (1). The fee shall be paid pursuant to the provisions contained in Section (3). The "fair market value" shall be determined by City Council prior to tentative map approval, based on an appraisal approved by the City and paid for by the subdivider. Section 3) Time of commencement must be designated. At the time the final tract map is approved, the City council shall designate the time when development of the park and recreational facilities shall be paid. Agricultural Preservation NOTE: BASED UPON ORDINANCE NUMBER 316 PASSED ON JANUARY 19, 1977 Residential Development $500.00 Per Unit Commercial or Industrial Development $1,000.00 Per Acre Sewer Connection Fees (note 1) NOTE: BASED UPON CSJC RESOLUTION NO. 04-11-16-05, Adopted November 16, 2004 Per dwelling unit or per meter whichever is greater $4,441.69 Per mobile home space $4,441.69 Per motel room with kitchen facility $4,441.69 Non-residential- including commercial, industrial, public Per 1500 SF of buildings, schools, churches, motels, and hotels without $4,441.69 floor area or kitchen facilities; fraction thereof Capistrano Circulation Fee Program Traffic Impact Fees NOTE: BASED UPON CSJC RESOLUTION NO. 02-05-21-02 Adopted May 21,2002 Residential Land Use Category/Unit Single DU (Primary and Secondary)/Dwelling Unit $7,387.00 Multiple DU/Dwelling Unit $6,088.00 Pursuant to Resolution 12-05-01-02 (Unless Otherwise Noted) Page 1 of 4 Developer Impact Fees Summary Exhibit F Descriptions Current Term Commercial Land Use Category/Unit Auto Dealership/Acre $228,000.00 Auto Repair/Service/sf of floor area $3.04 Church/sf of floor area $3.54 Clinic/sf of floor area $12.99 Commercial/sf of floor area $8.51 Elementary/Middle School/student $170.00 Equestrian/Stable $76.00 Golf Course/Acre $6,330.00 High School/student $520.00 Hospital/sf of floor area $7.60 Hotel/Room $3,310.00 Industrial/sf of floor area $3.88 Mortuary/sf of floor area $9.42 Motel/Room $3,870.00 Museum/sf of floor area $5.32 Nursing Home/bed $2,280.00 Office/R & D/sf of floor area $6.40 Private School/student $360.00 Racquet Club/Health Spa/Court $15,200.00 Self Storage/Unit $150.00 Service Station/Site $35,625.00 Service Station w/Mart/Site $35,625.00 Theater Seat $680.00 Systems Development (Ordinance 364) NOTE: BASED UPON ORDINANCE NUMBER 364 PASSED ON JUNE 29, 1978 _ 1 °/a of estimated Systems Development building permit valuation of a building or $1.00, whichever is higher New Building Construction Ordinance 211 NOTE: BASED UPON ORDINANCE NUMBER 211 PASSED ON NOVEMBER 13, 1972 Schedule A - Fees for plans submitted to the Architectural (1) Residential Single family dwellings ff j$50.00 Per Unit Du lexes 0.00 Per Unit Multi-famil dwellin s three or more units 0.00 Per Unit For each hotel or motel room without a kitchen excluding bathrooms $25.00 Per Unit Mobile home park pads * 25.00 Per Pad * Permanent buildings and landscape only need conform to qualify. Pursuant to Resolution 12-05-01-02 (Unless to Noted) Page 2 of 4 Developer Impact Fees Summary Exhibit F ismDescriptions Akft Current Fees Term (2) Commercial For each commercial building unit in a building, per square foot of gross floor area, including any area $0.03 Per Sq Ft within a building designed for the parking of vehicles (3) Industrial For each commercial building unit in a building, per square foot of gross floor area, including any area $0.03 Per Sq Ft within a building designed for the parking of vehicles Schedule B - Fees for plans not submitted to the Architectural Review Board for approval _ (1) Residential Single family dwellings $75.00 Per Unit plus $10 per bedroom over one Duplexes $75.00 Per Unit plus $10 per bedroom over one Multi-family dwellings three or more units 75.00 Per Unit flus $10 per bedroom over one For each hotel or motel room without a kitchen excluding bathrooms $35.00 Per Unit Mobile home park pad $35.00_ Per Pad (2) Commercial For each commercial building unit in a building, per square foot of gross floor area, including any area $0.05 Per Sq Ft within a building_ designed for the parking of vehicles (3) Industrial For each commercial building unit in a building, per square foot of gross floor area, including any area $0.05 Per Sq Ft within a building designed for the parking of vehicles Housing In-Lieu Development Valuation as determined under the City of San Housing In-Lieu Development Juan Capistrano Municipal Code Section 9 5.103 NOTE: BASED UPON ORDINANCE NUMBER 767 PASSED ON JULY 5, 1995 Drainage Area L01 $1,170.00 Per Acre L02 $860.00 Per Acre L03 $320.00 Per Acre 05 $170.00 Per Acre M01 $780.00 Per Acre LOIS02 S1,470.00 Per Acre Pursuant to Resolution 12-O&W-02 Page 3 of 4 (Unless Otherwise Noted) 9 Developer Impact Fees Summary Exhibit F Descriptions Current Fees Term Domestic Water (note 1 Development Charges 7.1% of improvement Plan Check & Inspection Fees value or $150/sheet plus Per Application a processing fee, whichever is higher Preliminary Processing fee Tract & Parcel Ma $311.92 Per Application NOTE: BASED UPON CSJC RESOLUTION NO. 04-05-18-04, Adopted May 18,2004 Water Capacity Water Capacity per meter or DU whichever is greater rPerMeter or P Y P 9 $3,975.94 Water Capacity for Commercial area per SF of building area: the greater of the $/SF price or the $/DU for the $0.6545 commercial meter given above. area. Capital Improvement Per dwelling unit or per meter whichever is greater $3,060.47 Per Application Per mobile home space $1,531.83 Per Application Water Capital Improvement for Commercial per SF of Per SF building area: the greater of the $/SF price or the$/DU for $0.50 commercial the meter given above. _ area. Water Capital Improvement for Agricultural per SF of $/SF planted planted area: the greater of the $/SF price or the$/DU for $0.07 agricultural the meter given above. area Storage Charge Per dwelling unit or per meter whichever is greater $3,659.75 Per Application Per mobile home space $1,830.94 Per Application Water storage for Commercial and Industrial per square I Per SF foot of building area; the greater of the $/SF price or the $0.74 commercial $/DU for the meter given above, area. Non-Domestic Water (Recycled Water)_ _ Plan Check & Inspection Fees 7.1% of improvement per Application value NOTE: BASED UPON CVWD RESOLUTION NO. 00-9-5-1, Adopted September 5, 2000 Recycled Water Capacity Charge: the greater of the $/ cfs maximum day demand charge given or the $/AF charge 857,474.43 $/cfs maximum day demand. below. Recycled Water Capacity Charge: the greater of the $/AF 13,858.55 $/AF of annual demand charge given or the $/cfs charge above. demand. Preliminary Processing fee, Tract & Parcel Map 311.92 Per Application Pursuant to Resolution 12-05-01-02 (Unless Othenxise Noted) Page 4 of 4 EXHIBIT B LEGAL DESCRIPTION Exhibit B Page 1 10306-0005\2183669v3,doe Order No.: 12400360-K26 LEGAL DESCRIPTION PARCEL 1: (A PORTION OF APN: 121-182-53) THAT PORTION OF LOT 64 OF TRACT NO. 103, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 11. PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 64; THENCE SOUTH 54 DEGREES 48 MINUTES 30 SECONDS EAST, 745.39 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOT; THENCE SOUTH 36 DEGREES 07 MINUTES 30 SECONDS WEST,474.77 FEET, THENCE NORTH 53 DEGREES 52 MINUTES 30 SECONDS WEST, 906.58 FEET TO THE NORTHWESTERLY LINE OF SAID LOT; THENCE NORTHEASTERLY ALONG THE NORTHWESTERLY LINES OF SAID LOT TO THE POINT OF BEGINNING. PARCEL 2: (A PORTION OF APN: 121-182-53) LOTS 63 AND 64 OF TRACT NO. 103, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THAT PORTION THEREOF LYING NORTHEASTERLY AND EASTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN DEED TO CALVIN C. FLINT AND WIFE, RECORDED DECEMBER 30, 1948 IN BOOK 1781. PAGE 69, OFFICIAL RECORDS; THENCE SOUTH 53 DEGREES 52 MINUTES 30 SECONDS EAST 806.58 FEET TO THE SOUTHERLY CORNER OF SAID FLINT LAND; THENCE CONTINUING SOUTH 53 DEGREES 52 MINUTES 30 SECONDS EAST,426.76 FEET; THENCE SOUTH 9 DEGREES 02 MINUTES 20 SECONDS EAST, 260.20 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 63 WHICH IS SOUTH 89 DEGREES 51 MINUTES 00 SECONDS WEST,415.87 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 63, TOGETHER WITH THAT PORTION OF DEL OBISPO STREET VACATED BY RESOLUTION NO. 81-9-5 OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, RECORDED SEPTEMBER 18, 1981 IN BOOK 14225 PAGE,683,OF OFFICIAL RECORDS. CLTA Preliminary Report Form-Modified(11-17-06) Page 3 Order No.: 12400360-K26 LEGAL DESCRIPTION (continued) PARCEL 3: (APN: 121-182-17) THAT PORTION OF LOTS 63 AND 64 OF TRACT NO. 103, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 64, DISTANT SOUTH 54 DEGREES 48 MINUTES 30 SECONDS EAST, 745.39 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 64; THENCE SOUTH 36 DEGREES 07 MINUTES 30 SECONDS WEST,474.77 FEET; THENCE SOUTH 53 DEGREES 52 MINUTES 30 SECONDS EAST,426.76 FEET; THENCE SOUTH. 9 DEGREES 02 MINUTES 20 SECONDS EAST, 260.20 FEET TO A POINT IN THE SOUTH LINE OF SAID LOT 63; DISTANT SOUTH 89 DEGREES 51 MINUTES WEST, 415.87 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 63; THENCE NORTH 89 DEGREES 51 MINUTES EAST, 415.87 FEET TO SAID SOUTHEASTERLY CORNER OF LOT 63; THENCE NORTH 36 DEGREES 56 MINUTES 30 SECONDS EAST, 427.75 FEET ALONG THE SOUTHEASTERLY LINE OF SAID LOT 63 TO THE MOST EASTERLY CORNER THEREOF; THENCE NORTH 54 DEGREES 48 MINUTES 30 SECONDS WEST, 952.79 FEET ALONG THE NORTHEASTERLY LINE OF SAID LOTS 63 AND 64 TO THE POINT OF BEGINNING. SAID LAND IS SHOWN ON A LICENSED SURVEYOR'S MAP FILED IN BOOK 2, PAGE 37, OF RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY,CALIFORNIA. END OF LEGAL DESCRIPTION CLTA Preliminary Report Form-Modified(11-17-06) Page 4 a J `� m ' QLIVA NEWAHOM 1 �' v'O `16 � ,"�► �"+� All ' """ Aa Jrl Garde Cl.e ters /J *'�� ; ati_ •��,, a°,•,, gustiri Me- an �'a,, '``-�}` vie 7 +j� �" cY� = °rdido rt .4 1 Kii:rr, _ita� M + .. '�� �• ' SM C 9 ^ ► a�`mlle Mons 1 r � 4 -- I . �hn..l' .+- M qrcpSI—Q ter 7,,so' - �Athht�r.IF,s vx lk ■+�.■■ ` AT�f �}�zraf-...PasPoscana- v.*w "".!. Spurts Parks.1Uf �# �r. • Del Mblspo t ( («- Elementary'Sc o`I Marco•Forster J ' .� lipat St X'4 A* iddlecScl ool � anct�o pe► 10,1 '7 + . .atl J.u.�ni c lr ir• a Community Center Q M t ly- _ i ammo Dei.Awor) it '�Owl" IL (is ig • ,.w * derrpotw fCa 4� Y: r. PC RESOLUTION NO. 18-04-24-02 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA RECOMMENDING THAT THE CITY COUNCIL ADOPT THE MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING AND REPORTING PROGRAM,APPROVE GENERAL PLAN AMENDMENT(GPA 16-001), TO CHANGE THE LAND USE DESIGNATION FROM AGRI-BUSINESS TO SPECIFIC PLAN/PRECISE PLAN; CONSIDER THE FARM SPECIFIC PLAN (SP 18-001; CODE AMENDMENT 18-004); AND REFER THE SPECIFIC PLAN TO THE PLANNING COMMISSION FOR FURTHER REFINEMENT AND REVIEW AND APPROVE A DEVELOPMENT AGREEMENT (DA 18-001) Whereas, Spieker Senior Development, P.O_ Box 160, San Juan Capistrano, CA 92693 (the"Applicant"), has requested approval of The Farm Specific Plan Residential Community consisting of up to 180 single-family residential units on a 35 acre site located at 32382 Del Obispo Street, also known as Assessor's Parcel Numbers 121-182-17 and 121-182-53 (hereafter the "Property"); and Whereas, Vermeulen Ranch Center, 3435 Wilshire Boulevard, Suite 1195, Los Angeles, is the owner of the Property; and, Whereas, on September 20, 2016 the City Council of the City of San Juan Capistrano initiated a General Plan Amendment for a proposed commercial and residential development on the subject site consisting of approximately 40,000 square feet of commercial uses on 5 acres and approximately 30 acres accommodating up to 180 residential dwelling units; and Whereas, the Applicant modified its General Plan Amendment request to eliminate the commercial component, and instead proposes a residential project with park and trail amenities; and Whereas, a draft Development Agreement between the City of San Juan Capistrano and the Project applicant has been prepared to specify the standards and conditions that would govern development of the property (DA 18-001); and Whereas, the Project has been processed pursuant to Section 9-2.307, General Plan Amendment 16-001, and Section 9-2.309, Code Amendment 18-004, of Title 9, Land Use Code of the City of San Juan Capistrano to establish the land use policies and zoning regulations for the project site, in the form of the proposed The Farm Specific Plan; and Whereas, the Environmental Administrator reviewed the initial study prepared pursuant to Section 15063 and 15064 of the CEQA Guidelines, and has overseen the preparation of a Mitigated Negative Declaration (MND) pursuant to Section 15070, et seq., of those guidelines; has provided notice of the intent to adopt a Mitigated ATTACHMENT 6 PC Resolution 18-04-24-02 2 April 24, 2018 Negative Declaration pursuant to Section 15072 of those guidelines, and has otherwise complied with all applicable provisions of the California Environmental Quality Act(1970); and, Whereas, the Initial Study and the Mitigated Negative Declaration were available for public review from March 6, 2018 to April 5, 2018; and Whereas, the City received comments on the Mitigated Negative Declaration from public agencies and interested parties during the public review period; and Whereas, the City has prepared responses to the comments received and made minor revisions to the Initial Study / Mitigated Negative Declaration documentation, which are embodied in the a Final Initial Study/ Mitigated Negative Declaration (the Final IS/MND); and Whereas, the Planning Commission has considered the Environmental Administrator's determination pursuant to Section 15074 of the California Environmental Quality Act(CEQA), has considered all project environmental documentation including the Final IS/MND; and, Whereas, the Planning Commission conducted a duly-noticed public hearing on April 24, 2018 pursuant to Title 9, Land Use Code, Section 9-2.302 to consider public testimony on the proposed project and has considered all relevant public comments. NOW, THEREFORE, BE IT RESOLVED, that the Planning Commission of the City of San Juan Capistrano does hereby make the following findings with respect to the California Environmental Quality Act (CEQA) and the Mitigated Negative Declaration (MND): (1) Whereas, the Planning Commission has reviewed and considered the Final IS/MND and the public testimony regarding the environmental review of the Project; and (2) Whereas, the Planning Commission finds on the basis of the evidence presented and the whole record before it, including the Final IS/MND that there is no substantial evidence that the proposed project, as mitigated, will have a significant effect on the environment; and (3) Whereas, the Planning Commission finds that the Mitigation Monitoring and Reporting Program should be adopted with all mitigation measures made enforceable as a regulatory requirement for the development of the Specific Plan; and PC Resolution 18-04-24-02 3 April 24, 2018 (4) Whereas, the Planning Commission further finds that the recommendation of adoption of the mitigated negative declaration reflects the Planning Commission's independent judgment and analysis, and (5) Whereas, the record of proceedings on which the Planning Commission's decision is based is located at City Hall for the City of San Juan Capistrano, located at 32400 Paseo Adelanto, San Juan Capistrano, California and the custodian of record of proceedings is the Development Services Department Administrative Specialist, and NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Planning Commission of the City of San Juan Capistrano does hereby make the following findings pursuant to Title 9, Land Use Code of the City of San Juan Capistrano with respect to General Plan Amendment (GPA 16-001)and Specific Plan (SP 18-001) (Code Amendment (CA 18-004)): (1) The proposed General Plan Amendment is internally consistent with all the other sections of the Land Use Element and also with all other Elements of the General Plan This amendment would designate the subject site "Specific Plan/Precise Plan"which is one of the 28 Land Use Designations of the Land Use Element designed to provide for areas governed by a specific plan or precise plan. This amendment would allow for the adoption of the accompanying The Farm Specific Plan for a residential community consisting of up to 180 single-family residential units. (2) The proposed General Plan Amendment is consistent with the overall goals and policies of the General Plan because it establishes a land use designation governed by a specific pian, and the proposed land uses, development standards and design elements of that Specific Plan (SP 18- 001) are consistent with the following goals and policies of the General Plan including.- Land ncluding:Land Use Element Land Use Goal 1- Develop a balanced land use pattern to ensure that revenue generation matches the City's responsibility for provision and maintenance of public services and facilities Changing the designation of the site to Specific Plah to accommodate residential development that can accommodate up to 180 units would allow residents of a future development to contribute to an increase in retail sales revenue and related City sales tax receipts at local dining, shopping and tourist-oriented venues. This increase in sales tax revenue would allow for the City to maintain and improve public services and facilities within the City Furthermore, the General Plan PC Resolution 18-04-24-02 4 April 24. 2018 recognizes that the City has an oversupply of commercial uses serving the local community. The General Plan states that some of the centers are underutilized due to "the small local population", and that many are not well maintained, which has a negative visual impact on the community. Future residents of the new development would help to facilitate Land Use Goal 1. Policy 1. 1: Encourage a land use composition in San Juan Capistrano that provides a balance or surplus between the generation of public revenues and the cost of providing public facilities and services. The proposed project would contribute to the project's fair share of public facility and utility costs through payment of Development Impact Fees. Additionally, property taxes generated as a result of project implementation would go to the City's General Fund, from which the City utilizes revenue to fund public services and utilities. Furthermore, the accompanying Development Agreement assures that the maintenance of the proposed 0.5 acre public park and trail will be maintained by the future Home Owners Association (HOA). This will benefit the public as the maintenance costs of the public amenities will be covered by the developer and/or HOA. GOAL 2: Control and direct future growth within the City to preserve the rural village-like character of the community. The proposed project would develop the site with single-family residential uses that would be developed at a maximum density of 5 units per acre and would be a maximum of two stories in height. Residences proposed as part of the project would be consistent with the density and nature of residential uses adjacent to and nearby the site. The project would also include a multi-use trail (i.e., pedestrian, bicycling, and equestrian uses) that would connect Del Obispo Street to Via Positiva. The provision of the multi-use trail would encourage bicycle, equestrian, and pedestrian uses, avoiding transportation by automobile, and serve to preserve a more rural character on the site. Policy 2.1: Continue controlling growth through the implementation of the City's residential growth management program. The project-related increase in population would represent less than 2 percent of the City's existing and projected population through the year 2040. New development facilitated as a result of project approval would be required to comply with the City's Residential Growth Management Program (1976). Specifically, new building permits issued following the approval of Subdivision and Development applications would be reviewed by City staff for consistency with the growth program, which currently limits new residential building permits to 400 per year. Therefore, the proposal would be consistent with said policy. PC Resolution 18-04-24-02 5 April 24, 2018 Policy 2.2: Assure that new development is consistent and compatible with the existing character of the City. The project would allow for the development of a residential community that would be consistent in use and character with surrounding development, including surrounding residential uses. The proposed Specific Plan would also include design guidelines that would ensure consistency in visual character between the proposed project and surrounding development. For example, the proposed residences would be developed in the Classic California Spanish architectural style to ensure consistency with the City's landmark architectural heritage. GOAL 3; Distribute additional population within the City based on risk factors. The project site is located within a valley area and is not located within a high-risk fire, geologic, or flooding area. The General Plan recognizes that future densities of population could be allocated to the valley areas of the City outside of the floodplain. Policy 3.1: Confine higher density land uses to the valley areas outside of the floodplain. The proposed project would allow for the development of single-family residential uses with a medium density. The project site is located within FEMA Flood Zone X, which is an area determined to be outside of the 0.2 percent annual chance (500- year) floodplain. As such, the project would not develop the site with high-density land uses in areas prone to flooding. GOAL 4: Preserve major areas of open space and natural features. The project site has previously been considered for purchase and permanent retention by the City as open space or agriculture and was twice eliminated from further consideration during the City's evaluation process associated with the passage of general obligation bonds for the purchase of open space. At this time, the City lacks adequate funding to purchase the property should purchase of the property be made available to the City The permanent retention of the site for open space would be in conflict with the surrounding development and with the City's goals for orderly and balanced land use development as buildout occurs, including the City's General Plan Land Use Element Policy 7.2, which encourages new development to be compatible with the physical characteristics of its site, surrounding land uses, and available public infrastructure. Furthermore, the project site is not designated or considered open space. Therefore, the proposed project would be consistent with Goal 4 of the Land Use Element. PC Resolution 18-04-24-02 6 April 24 2018 Policy 7,2: Ensure that new development is compatible with the physical characteristics of its site, surrounding land uses, and available public infrastructure. The proposed Specific Plan includes development standards and design guidelines, which would ensure that new development on the site would be cohesive with existing surrounding development. Additionally, the development of single-family residential uses on the site would be consistent with the existing residential, commercial and public uses (schools and parks) adjacent to the site. More specifically, the proposed residential density of approximately 5 units per acre and proposed Single-Family—4,000 (RS-4000) District standards would be compatible with the existing zoning and land use designations of nearby residential areas which are comprised of Medium High Density (up to 8 units per gross acre) to the northeast, east and southeast and Very Low, Low, Medium Low and Medium Densities (1 to 5 units per gross acre) to the southwest, west and northwest of the project site. Circulation Element GOAL 9: Provide a system of roadways that meets the needs of the community. The proposed Specific Plan includes an internal roadway that would connect driveways off Del Obispo Street and Via Positiva to ensure adequate connectivity between other internal project roadways and the surrounding arterial system, New internal roadways included as part of the Specific Plan would be laid out at the time Subdivision and Development applications are proposed. Furthermore, a traffic impact analysis, which is part of the Mitigated Negative Declaration finds that the project would result in less than significant impacts on the local roadway system, and no mitigation would be required. Therefore, the proposed project would be consistent with Goal 1 of the Circulation Element. GOAL 3: Provide an extensive public bicycle, pedestrian, and equestrian trails network. Implementation of the proposed project would allow for a network of lighted pedestrian walkways and a multi-use trail that would support pedestrian, equestrian, and bicycle users. The proposed project's multi-use trail would connect the existing residential communities north of the subject site with the public and private schools, the San Juan Capistrano Community Center, Sports Park, and the Ecology Center, which are all located south of the project site. In addition, residents from the subject site can access existing bikeways and sidewalk and connect to the existing train station, downtown and the beach. As part of the new internal roadways that would be laid out at the time Subdivision and Development applications are proposed, the project site could facilitate a possible bicycle path along Via Positiva which would further enhance the network. PC Resolution 18-04-24-02 7 April 24, 2018 Housing Element Policy 2.1: Consistent with the Land Use Element, encourage the construction of a variety of housing types and sizes of housing throughout the community. The proposed project would allow for the development of a medium-density residential community on the project site, which would serve to add to the variety of housing types available throughout the City. Conservation and Open Space Element GOAL 5: Shape and guide development in order to achieve efficient growth and maintain community scale and identity. The proposed project would allow for the development of up to 180 single-family residential units on the project site that would accommodate population growth in the City. All residences developed on the site would be developed in a manner that would be consistent with the character and scale of existing development surrounding the site, be constructed in the Classic California Spanish architectural style, and be consistent with the development standards and design guidelines in the proposed Specific Plan. Furthermore, future development applications will be subject to the City's Architectural Control (AC) procedures involving extensive review of proposals by the City's Design Review Committee followed by the Planning Commission to ensure future development proposals meet Goal 5. Public Services and Utilities Element GOAL 6: Provide sufficient levels of water and sewer service. The City's Urban Water Management Plan (UWMP) indicates that there are sufficient water resources to meet full service demands through the year 2040. Specifically, the project-related demand for water would represent an incremental increase in water demand through the year 2040 (1.2 percent of current and projected water supplies through the year 2040. Additionally,wastewater generated as a result of project implementation would represent 0.7 percent of the remaining treatment capacity of the J.B. Latham Wastewater Treatment Plant. Therefore, the proposed project would be consistent with Goal 6 of the Public Services and Utilities Element. GOAL 7: Work effectively with providers of natural gas, electricity, telephone, cable television and solid waste disposal to provide sufficient levels of these services. The proposed project would be served by existing natural gas, electricity, telephone, cable, and solid waste facilities. Therefore, the proposed project would be consistent with Goal 7 of the Public Services and Utilities Element. PC Resolution 18-04-24-02 8 April 24. 2018 NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Planning Commission of the City of San Juan Capistrano does hereby make the following findings with respect to the proposed Code Amendment 18-004 for The Farm Specific Plan: 1. The proposed Land Use Code amendment conforms with the goals and policies of the General Plan for the reasons set forth in the preceding section of this Resolution. 2. The proposed Land Use Code amendment is necessary to implement the General Plan and to provide for public safety, convenience, and/or general welfare because the Land Use designation of the subject site is proposed to be changed to Specific Plan, the proposed amendment (the Specific Plan) will implement the General Plan and provide for public safety, and general welfare as articulated in the preceding section of this Resolution. 3. The proposed Land Use Code amendment conforms with the intent of the Development Code and is consistent with other applicable related provisions thereof because the proposed amendment will implement the land use regulations of the Single-Family-4,000 (RS-4,000) District. The purpose and intent of the Single-Family-4,000 (RS-4,000) District is to provide for the establishment and regulation of residential areas developed with single- family detached dwellings, all on individual lots owned and maintained by individual homeowners. Therefore, the Code Amendment (Specific Plan) conforms with the intent of the Development Code. 4. The proposed Land Use Code arriendment is reasonable and beneficial at this time because as articulated in the preceding section of this resolution, , the subject site is vacant and the amendment will facilitate a residential development compatible in density with other residential uses and established zoning districts in the vicinity. The subject site is more suited for a residential development, as the residential development will support existing nearby commercial uses and the City's downtown. NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Planning Commission of the City of San Juan Capistrano does hereby make the following findings with respect to the proposed Development Agreement (DA 18-001) for the project: 1. The provisions of the proposed Development Agreement are consistent with the General Plan, as amended by GPA 16-001, and the proposed The Farm Specific Plan (SP 18-001) because it establishes various provisions related the performance of the applicant/developer in fulfilling obligations that enable completion of the project as approved. PC Resolution 18-04-24-02 9 April 24, 2018 2 The proposed Development Agreement includes the necessary and appropriate provisions that convey additional public benefits to the City. PURSUANT TO THE ABOVE FINDINGS, IT IS RESOLVED that the Planning Commission recommends that the City Council adopt a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program; approve General Plan Amendment (GPA 16-001) as provided in Exhibit A, attached hereto and incorporated herein; consider Specific Plan (SP 18-001) (Code Amendment(CA 18-004) as provided in Exhibit B, attached hereto and incorporated herein and refer the Specific Plan to the Planning Commission for further refinement and review; and approve Development Agreement(DA) 18-001 as provided in Exhibit C, attached hereto and incorporated herein. PASSED, APPROVED AND ADOPTED this 241h day of April 2018 tt � Tim Neely Ithairman Sergio Iotz, AICP, Assistant Development Services Director/Secretary �r• ��`�, ..rte��II��I�1 . a�t►1t11►I, � '�~ � I IIr� ANI��� ��muuue��nrnr�_ �r ti 1 ►f �► -� ntnnw � - =—��C 1 '• // �► MIC. 'sturur�irru�ur�fr1 nnr��i` liillllllllrlr� smug on me /C��.� � ■farrarnnrurrrr �� -. ,----,� �_ ..r.., rfar�trtnrrra��rrnawl ■ no ;i ;. r� 111♦�,'i carr; n. C• tu.#*nn. � .-W ;r ;r r 1;��:n�rr::r�rr;n� _:raruuurru►/► :z W,Z . t) L 7• �' Land Use Designation Dwelling Acre Range units per acre r VLD Density) r r LU 2.1 LD r- r LU 2.2 MLD Density) LU 2.3 MD Densityr LU 2.4 r r Density r r- r From: Lyan kelly To: Art Bashmakian Subject: 3282 Del Obispo new residential development Date: Sunday,April 29,2018 12:07:53 PM Good afternoon, I was not able to attend the public hearing, but I did want to voice my concern and objection to the planned development. My name is Ryan Kelly and I live on Alipaz St, which is immediately adjacent to the proposed development. My main concern is that of increased traffic congestion. As it is right now, at certain times of the day, it takes almost 15 minutes to get from my condo complex at l Alipaz out just past Camino Capistrano,which is about a one mile distance.Adding inn 180 homes, each which would have 2 cars each,perhaps 3 or 4 cars depending on their family,this puts another 300 to 600 additional cars going through an already overly congested area. The current roads don't seem to be able to support the extra vehicles during rush hour for work and the schools in the area. Thank you for your time in listening to my concern. Most respectfully, Ryan Kelly. ATTACHMENT 8 From: Save San Juan CaUlstp rano To: Art Bashmakian;Joel Roias Cc: Maria Morris Subject: Concern:Vermeulen Property Application for GPA,CA,DA Date: Monday,April 23,2018 7:21:34 PM Dear Planning Commission- As a resident of SJC for over 20 years, I urge you to take into consideration all concerns for the community of SJC. This property was up for GPA and re-zoning about 4 years ago, at which time the Planning Commission suggested the Environmental Impact Report was flawed, yet the City Council still approved the then project of Laguna Glen, which lead the Community to take action with a referendum. My concerns with asking for a GPA, CA, and DA again on this same property are: -Has a new EIR been done? - Lots has changed in 4 years, including a new development across steet: Oliva. -Another structure being built right on the roadside of Del Obispo without signage, so I have no idea what it is? Immediately to right of Oliva and across from Vermeulen property. -Applicant scaled back project, yet hasn't listed out entire planing phase/development proposal. Yet, wants GPA, CA, and DA first? -How many "buildings" and "homes" are going all the entire 35 acres? -Is it only senior living or available to all? -What's the definition of 180 single-family residential units? Single-family houses, attached townhouses, condos, apartments? -No official"City Notice of Development Proposal"signage to inform the Community...as of April 23,5:30pm. -CEQA was only sent within 1000 feet,yet project is 35 acres.With a project this size,seems the mailing should've reached the communities across Del Obispo from the project? -With the size of this project,it seems like having the Community vote on a GPA,CA,DA would only be fair.Why allow a Developer to lead the City policy? -I asked City for "Phasing Plan" and was told this is "unlike most specific plans, this one is not so specific as there is no actual development proposal". Then, why is the GPA, CA, and DA even being discussed? I understand Vermeulen family is claiming the property was rezoned from low-med density back in the 70's to Agriculture, yet that was a decision the previous Vermeulen owner made, not the current owner(s)who inherited the property. I was duped, as the rest of SJC, in 2006 when the City behind closed doors took tax payer dollars and purchased the Reata Park outside of city limits, instead of Vermeulen property the City lead the tax payers to believe was going to be purchased as Open Space.Now, we are still paying for the land, and leasing at bargain basement pricing below fair-market value...if handled correctly, SJC would have the money to purchase the Vermeulen property currently...I guess that's a different argument? If moving forward with changing the GPA &Zoning, are the owner(s) going to pay back taxes to SJC for the years of Agriculture tax &water rates, & misc incentives they were given when the rest of the Community wasn't? Also,the other property they own of approximately 8 acres zoned "Farm Market" doesn't support the mall that is currently built on the property. Are they going to pay SJC back penalties for this property too and conform to proper Code? 2 Concerned that SJC General Plan and Codes, as well as, Community should lead before outside developers that move here to conveniently claim local status. Concerned -Pam Zamoscianyk 3 From: Jody pike To: Art bashmakian Subject: Concerns re"Vermeulen"property Date: Monday,April 23,2018 11:13:05 AM April 22, 2018 Dear Art, I shall try to attend Tuesday's hearing, but if I'm delayed, I would like to express my opposition to changing the property designation regarding the "Vermeulen" land. 1. TRAFFIC: Traffic on Del Obispo entering the San Juan center is already congested and difficult. I, and several of my neighbors are starting to avoid shopping in our city because it is easier to take Del Avion to shop for groceries and pharmaceutical needs at the Golden Lantern shopping center. We'd like to support our new Trader Joe's, but traffic often prohibits a doing so. We also have the additional hold-up caused by Amtrack. The addition of up to 180 single family residential units would make traffic intolerable. 2. WATER: 180 houses would put a strain on our already difficult water supply. Even with environmental planning, the household use would be tremendous. Our water bills have escalated enough; we don't want to impose more strain on our citizens. 3. SAN JUAN AMBIENCE: We have already allowed the building of a hotel which will mark the entrance to San Juan. This is devastating to our quiet atmosphere; we have torn down the Walnut Bakery and other old landmarks in favor of progress and to provide more tax money to run our town. We are a tourist community and I understand the city's economic needs, but I wonder whether we are killing what we hold most precious, one of the few small communities in California that has maintained, to the best of its ability, a semblance of a small town, without bowing to the pressure of developers. We were successful in preventing Reata Glen from building here. How can we develop that property and still retain our integrity? 4.SUGGESTED 0.5 ACRE PARK: This would be an insult to our city. 0.5 Acres is too small for any realistic citizen use, and it sounds like a concession offered by the developer to make a project look good. 5.RESPONSIBILITY TO THE FUTURE: If we continue to construct homes on empty land, we are destroying that land by buildiing on it. Our grandchildren and great grandchildren may never be able to play in the dirt. I think this is one of our most important responsibilities. 4 I have lived in San Juan since 1985 and been proud that we have, up to now, kept the rural integrity that marks our town. We are different from the mega cities that surround us. The mission is a jewel, but so is our city. I am not against progress, but the issues of traffic and water are crucial and we have a responsibility to address them before we allow a large development within our city. If I can be of any help, I would be happy to do so. I did not submit my name when you were adding new a new planning commission member because I have other pressing responsibilities. But I still could spend some time if you would need extra hands! Yours sincerely, Jody Pike (Josephine D. Pike, , San Juan) 5 From: Art Bashmakian To: Art Bashmakian Subject: FW: URGENT:Change General Plan of Vermeulen Property Date: Monday,April 23,2018 3:16:57 PM From: Save San Juan Capistrano <. > Date: April 21, 2018 at 6:08:55 PM PDT To: Save San Juan Capistrano< > Subject: URGENT: Change General Plan of Vermeulen Property All- Please be aware there is a City Council meeting this Tuesday.April 24 at 6:30pm Spieker Senior Development is requesting to change SJC General Plan of Vermeulen property again... It's important to attend and voice your concerns. If you can not attend, please write a letter to the City Council: sfarias(a-)sanjuanca isp tranQ.grg bmaryott(cci sanjuancapistrano.org kferguson@sanjuancapistrano.org ppattersonasanjitancapistrano.org �Ireeve sanjuancapistrano.org You can also write the project manager, Art Bashmakian, abashmakian(cDsanjuancapistrano.orct So far the best information on the project is listed on the SJC staff report and related materials: h#tlzalsjc,��aniciis.contlMeta�'ie►Fcr.pho?vicw id=31&-event W=1669&meta id=100851 htt :llsa juancapistrano.orcit Government/Public-Meetings It's definitely a lot of information to read. Also, a reply from the City when I asked about the"Phasing Plan"of this project and if it's really going to stay at 180 residential units on the 35 acres or not?This is part of the reply I received: "Unlike most specific plans, this one is not so specific as there is no actual development proposal. This specific plan is more like a zone change which changes the designation of a site but without an actual development proposal. A development proposal would come later and would need to conform to the newly designated zone." My yellow postcard from the City states it's a Notice for General Plan Amendment, Code Amendment, and Development Agreement... Please attend and voice your concerns. -Pam Z Part of the information on the City's site: Spieker Senior Development ("Applicant"), on behalf of the property owner, is requesting approval of a General Plan Amendment to change the Land Use Designation of an approximately 35-acre property from Agri- Business to Specific Plan/Precise Plan (Attachment 2). In addition, the Applicant is seeking approval of"The Farm Specific Plan" which would facilitate future residential development of the site under subsequent development applications. The Specific Plan would allow future development of the site with a residential community consisting of up to 180 single-family residential units, a 0.5 acre park, and a public trail 6 leading from Del Obispo Street to Via Positiva . The proposed project also includes consideration of a Development Agreement between the City and the property owner in which the Applicant will be obligated to provide certain public benefits in exchange for receiving vested development rights. From: Ruth Gark To: Art Bashma i n Subject: Re:Hearing Tuesday 4-24 Date: Tuesday,April 17,2018 2:00:18 PM Hello Art, I am unable to attend the Hearing Tuesday April 24 regarding the change of land use so I am sending you an email to let you know that I agree with the request to amend the General Plan's Land Use Designation of approximately 35 acre "Vermeulen" property from Agri- Business to Specific Plan/Precise Plan; Adoption of the Farm Specific Plan; and approval of a Development Agreement. Thanks, Ruth Clark 8 Art Bashmakian From: Tom McDonald > Sent: Thursday, April 19, 2018 6:45 PM To: Art Bashmakian Subject: Zoning change to Vermueulen property(APN:121-182-1 and 121-182-53) It is my understanding that the proposed zoning change to the Vermuelen property from agri-business to that which would allow for the development of a 180,single family residential units is now the second time that this has been attempted on the same site.A few years ago this was attempted and defeated. How many times must the city hear NO from the residents on this very issue. In addition,at a time when we are under severe water restriction it is obvious that the infra-structure in San Juan cannot support further development until the basic needs,such as water,have been made available. Please put me on record since I cannot attend the meeting scheduled for April 24. Respectfully, Tom McDonald San Juan Capistrano Sent from Mail for Windows 10 1 9 From: Art Bashmakian To: "Save San Juan Capistrano" Subject: RE:Spieker Senior Development Request for GPA Date: Friday,April 20,2018 11:12:07 AM Attachments: imaae001.pna Hi Pam The staff report and related materials are available now on the City's website. Here is the link: http://sanj an apJ strano.org/Government/Public-Meetinlzs Let me know if you have any other question. Sincerely, Art Bashmakian,AICP Contract Planner City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949) 487-4314 From:Art Bashmakian Sent:Thursday,April 19, 2018 1:21 PM To: 'Save San Juan Capistrano' > Cc:Joel Rojas<JRojas @sanjuancapistrano.org> Subject: RE:Spieker Senior Development Request for GPA Hi Pam Unlike most specific plans, this one is not so specific as there is no actual development proposal. This specific plan is more like a zone change which changes the designation of a site but without an actual development proposal. A development proposal would come later and would need to conform to the newly designated zone. The governing aspect of this specific plan is its reference to the City's existing Single-Family—4,000(RS-4,000) district which establishes regulations for detached, single-family dwellings on individual lots owned and maintained by individual homeowners with common areas owned and maintained by a Homeowners Association (HOA). The specific plan sets a limit on the number of homes at 180 units but an ultimate development plan may result in fewer units. The plan also includes a small park (0.5 acre park)and the multi-use trails, both privately owned and maintained by the HOA but accessible and open to the public outside of the Specific Plan. As part of a Development Agreement,the developer will be responsible for a trail system that ultimately will connect to the Ecology Center. That trail will be considered separately from this project. 10 The applicant is placing the sign today or tomorrow. The Planning Commission's role on Tuesday, April 24 is to consider the proposal and make a recommendation to the City Council. The tentative public hearing date for the City Council is May 15, 2018. Regarding the notification (postcards). There were multiple notifications involved with this project. One of the notification,as required by state law, is to notify adjacent property owners and occupants about the CEQA document and to publish such a notice in the paper. Besides publishing the notice in the paper,the City mailed notices not only to adjacent property owners and occupants but to property owners and occupants within 1,000 feet of the project site. The other notice, which you received, is in reference to the April 24 Planning Commission meeting. This notice was sent Citywide to all property owners within the City. Following the Planning commission's action, another Citywide notice will be mailed out to advertise the City Council meeting which is planned for May 15 at this time. I know there are lots of documents involved with such a project. But I would be more than happy to go over any other aspect of the project. I hope I was able to answer your immediate questions but please call me or email if I need to clarify my responses or if you have other questions. Sincerely, Art Bashmakian,AICP Contract Planner City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)487-4314 From:Save San Juan Capistrano ] Sent:Thursday, April 19, 2018 12:27 PM To:Art Bashmakian<ABashmakian(@sanjuanca ip str no.org> Subject: Re:Spieker Senior Development Request for GPA Mr. Bashmakian- Thank you for getting back to me and sending me the links. There's a lot to read through,yet it seems the Specific Plan is missing the "Phasing Plan" section? Could you please direct me to this information? Currently the City postcard is misleading stating the rezoning is for 180 homes, .5 acre park, and 1 acre shared use trail...leading the community to believe that is all Spieker& Owner plan on building on this 35 acres. Also, I'm still wondering why there hasn't been "City Notice of Development Proposal" signage to inform 11 the community of this project? With such a massive project request for rezoning SJC GP(GPA,CA,DA),and postcards only being sent 1000 feet from project for CEQA,at minimum,there should be posted signage for the community. Regards -Pam Z On Wed, Apr 18, 2018 at 4:38 PM,Art Bashmakian <ABashi-nakian_Wsail-juancapistrano.org> wrote: Hello Pam Thank you for your email. Below is a link to the CEQA documents. The notice for CEQA was mailed to adjacent properties and within 1,000 feet of the subject site but the notice for the hearing,which is what you have received,was mailed citywide. The staff report for the April 24 meeting will be available by Friday. Let me know if you have other questions. Thanks Art Bashmakian,AICP Contract Planner City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano,CA 92675 (949)487-4314 hit Jp /sanjuancapist ano.org/Der2artments/Development-Services/Planning- Zoning/Environmentd(-Documents/Farm-Sl2gsjfic-Plan 12 `Atr�y' Environmental Documents ?i'fLr IrrL M'li L-4—OW Ii- I 7137 UOF—ir Dow+wn I'"Tw initial/Technfral Studies: • CGf4V.Iu I�IA.mma;fall l5 911.KIfwa ISO [A►la•wln Negative Declarations(ND's&I fNDs) Hv ft a Qv—Swr.Ca .rry Pan"*0 Pw rrikwP dc4 prying rrAAn,ilerrrn'e+J. NU oV-4;fr.Pah fA'+W R;of AIMHw%m,C&WAI IAO 144W Lftw l ►f Uf Chnn M LmMv Dat S.Inul Mrlrnye -MIIp IbE N►4Ki4 O.r­ion IL VJ-1 iv^. r.Kr:nSrn P'~Ory'B f,+GP.4me.14•J<Vt`Un.Na>4)e Giwrk, tilV a WM'as PI►n AUMnaYr••IrPiq 60 002,G'a►,1•wlmrrrl Ftpw Am*ftklo-Iw4I nuh a+.A N"Pt—DKw~ nV r� r rrr...yMAwl Lry H drdw,,.A x 11,xrt r!.y Tmava.K 3nkm nr r?,h77 7 • 4.fflj _Cva t(Ili)61.21,ll.uan 0"9.5—A I+A.I&vlun-I.V_.I.a N.Paun b.--t-wwy A APe Wtk [rprlr IWm.• t Pro4a r,Ig IAIDi.CNI 00;W PO+ Nryr.biy W""04 U*­¢.YNrsar.­"a%A A, Apq.p.n • G—L ft-im.nllw+t J(.PlL,i]a_wl !Ifa rrm Slrralaa Prt'ft.K•1-wtv.d K.4e .PKu.+n.n MNI a4 U.*A Apw4k" rrr M16(,(fr'.Hia R'fAhY rv'4'pr fat`lelrc Ak'en a4.:EUS;h'I fMusd•K 4p114,:YrlA Ensoironment Impact Reports(E'IRs)&Sprcial$ladies: a Plata S►n}.nhr Kaa.L Drll CIP A AOPanl%r • I dwe Timm 6nW w^ PLn 31TCPOJ Rug—rIP f•App,-4i From:Save San Juan Capistrano [mailt ] Sent:Wednesday, April 18, 2018 3:17 PM To:Art Bashmakian<ABashmakianPsapjuancapistrano.ore> Subject:Spieker Senior Development Request for GPA Mr. Bashmakian- Good afternoon. I received a postcard regarding the proposed GPA, CA, and DA from Spieker Senior Development for the property located at 32382 Del Obispo St. and I have a few questions and concerns before the upcoming hearing on April 24. The postcard stated that a CEQA was done and available for public review and comment 3/6/18 - 4/5/18,yet I just received this postcard on 4/13/18? Also, I drive by this property location daily and have not seen any "City Notice of Development Proposal" signage to inform me of this project? Could you please send me any information on this proposal or direct me to the proper website to learn about this project? I would like to educate myself before the hearing. Regards -Pam Z 13 From: To: Ar is Subject: 5JC General Plan of Veermeulen Property Date: Tuesday,April 24,2018 9:08:43 AM Mr. Bashmakian, Our home abuts the Vermeulen property. Adding any structures would impede our living dramatically. As it is now, we have to keep the Ficus trees cut so that we get any breeze at all. The amount of traffic created by an additional 180 homes would dramatically impact the already 'over contained"area we live in. My husband and I are against any"use" of the Vermeulen property that is not agricultural. Martha and Don Long Rancho Alipaz Mobile Home Park 14 From: To: i�II Subject: upcoming council meeting please pass along to the council members Date: Sunday,April 22,2018 8:18:56 PM Dear Mr Bashmakian, In regards to the council meeting Tuesday, due to having a preschooler and being a single parent, I can not attend the late meetings. I will express my feelings here in hopes that you and the council will listen to us again.(still perplexed as to why we are wasting time and money once again after just having this resolved). I am beyond concerned and very disappointed that we are again having a meeting about changing zoning in the exact space that we recently voted and decided to keep (the Vermelian Property) as it is. To make matters worse again the same developer is in front of our city trying to change our city's rules and regulations to suit them! This changing of zoning and city historical decisions needs to halt. The rules, zoning and historical studies were all put in place in order to preserve our town. Our sweet town that has so much to offer tourists and residents alike. Trying to conform at the reasoning of a developer is beyond ridiculous as they could care less about our city and residents, they care about their bottom line and pocketbook! PLEASE! Status quo on the zoning and regulations. I still have school age children I would like them to be able to walk to school without the threat of too many cars (there are already way to many on Del Obispo) and people that can threaten walking children. We have open space rules to preserve the community and population. We do not need more houses packed into such an already to dense area. Thank you Mr Bashmakian for passing this along Tuesday evening-PLEASE-Keep Vermelian agricultural! For the sake of the residents and our children keep San Juan quaint and beautiful.Feel free to pass along my phone number and address below. Best regards, Becki Kolander Realtor MW 15 From: Maureen Waeaner To: Art Bashmakian Subject: Urgent:General Plan Use Date: Tuesday,April 24,2018 5:25:50 PM Attention Mark Bashmakian, I strongly oppose any changes to the General Plan Land Use I oppose the building of 180 homes on Vermeulen property. (APN's 121-182-17 & 121-182-53) I have lived in San Juan Capistrano for 25yrs and voted for the land to kept as open space for the community; as our land is precious and disappearing. City Council must keep the land open and undeveloped for future generations. Sincerely, M. Waegner 16 From: David Lewis To: Art Bashmakian Subject: Vermeulen Ranch Date: Tuesday,April 10,2018 10:20:19 AM I live in the Oliva community directly north of the proposed development referenced above. Several years ago,the city reversed an approval of a senior project by Reata. A project that would have had a lot Iess cars due to the age of the occupants and the use of shuttle buses, etc. We all know that the proposed secondary access at Del Opisbo will be used more than the primary entrance adding to the heavily travelled Del Opisbo. Just common sense. Dave Lewis San JUail Capistrano 92675 17 Sent: Wednesday, May 9, 2018 9:48 AM To:Art Bashmakian ABashmakian@sanivancapistrano.ore Subject: RE: Planning Commission Hearing-May 14, 2018 Hello. I would like it to be submitted to the hearing that I, Cassandra Logan Crow, owner of a residence in San Juan Capistrano would like to oppose the change in land use designation of the "Vermeulen" property located at 32382 Del Obispo Street(APN's:121-182-1.7 and 121-182-53). I believe that land should remain Agri-Business. I oppose the use of the land for residential development. Please let me know if there is any other information you need from me to oppose this change. Thank you! Cassie