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WHEREAS, in an effort to retain existing auto sales business within the City, CITY has <br />requested SPA to consider allowing auto sales uses in its application to amend the <br />Specific Plan; and <br />WHEREAS, CITY and SPA recognize the potential value of the land uses shown <br />conceptually in Exhibit B (the Proposed Land Use Plan for Staples Ranch), which <br />includes a 36± acre auto mall site ("the Auto Mall Site"), a 45± acre senior <br />continuing care community for up to 800 units plus supporting skilled nursing <br />facilities, a 17± acre community park, and 17± acres of future commercial uses; <br />and <br />WHEREAS, CITY is willing to undertake a timely review of an application filed by <br />SPA concerning amendments to the Specific Plan and other entitlements to <br />encrnnpass the land uses shown conceptually in Exhibit B. <br />NOW, THEREFORE, the parties agree as follows: <br />1. AUTO MALL SITE <br />a. CITY shall specify, in writing, to SPA and Hendrick Automotive Group <br />("HENDRICK") the CITY fees that would apply to development of the <br />Auto Mall Site as currently cortemplated by HENDRICK. <br />b. If HENDRICK notifies SPA that it is willing to pay the CITY fees, SPA <br />shall enter into a Purchase and Sale Agreement with HENDRICK by <br />which the Auto Mall Site would be sold by SPA to HENDRICK, with <br />closing contingencies requiring the satisfactory completion of all <br />entitlement issues described below. <br />2. PROCESS FOR CITY LAND USE ENTITLEMENTS <br />a. The SPA and/or its Buyers shall prepare appropriate information and <br />materials and submit to CITY application for development review and <br />approval in accordance with all normal CITY application procedures and <br />costs. Such applications shall include, at a minimum, a comprehensive <br />Spedfic Plan amendment and pre-zc®ing of Staples Ranch in accordance <br />with the cc®cepts illustrated in Exhibit B. SPA and/or its Buyers may also <br />apply for a final Planned Unit Development plan, Design Review, <br />Condifional Use Permit, and/or other land use entiteements for specific <br />development projects within Staples Ranch. <br />b. The CITY shall follow its normal review process, including CEQA <br />review, neighborhood meetings as deemed necessary ar advisable by the <br />CITY, and review by relevant City commissions/committees (e.g, Parks <br />and Recreation, Horsing, Economic Development, and Planning <br />Commissiors) prior to final review and consideration by the City Council. <br />2 <br />