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HomeMy WebLinkAboutWoodward / Meister / Aetna / Carrillo Rancho Partnership; 1984-06-14;0 0 g' <a 'd F DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT, hereinafter referred to as the "Agreement", is made and entered into this /q+h day of TUh\E , 1984, by and between DON E. WOODWARD, an individual, and MEISTER DEVELOPMENT CORPORATION, a California corporation, hereinafter referred to as "Woodwar AETNA CAPITAL COMPANY, a California corporation, hereinafte referred to as "Aetna"; and CARRILLO RANCHO PARTNERSHIP, a California general partnership, hereinafter referred to as "Carrillo"; all of the parties hereto may sometimes herein- after be referred to as "the parties". R E C I T A L S: -------- A. WHEREAS, all of the parties to this Agreeme own parcels of land which are covered by that certain Mast Plan known as The Rancho Carrillo Master Plan as adopted k Carlsbad City Ordinance No. 9611, hereinafter referred to the "Master Plan". B. WHEREAS, all of the parties to this Agreemc desire to enter into an agreement providing for the mutual beneficial development of each of their properties within Master Plan. C. WHEREAS, Woodward is the owner in fee simp; of that certain property listed on Exhibit "A", attached hereto and by this reference incorporated herein. D. WHEREAS, Aetna is the owner in fee simple of that certain property listed on Exhibit "B", attached hereto and by this reference incorporated herein. E. WHEREAS, Carrillo is the owner in fee simp of that certain real property listed on Exhibit 'IC", attached hereto and by this reference incorporatcd herein F. WHEREAS, all of the parties to this Agreem desire to comply with Condition 1 of Section 1 of Ordinan J, '0 ,' : )I- I. .. No. 9611 of the City Council of the City of Carlsbad, California, which provides in part "TO insure unified development control as required by Section 21.38.030 of the Carlsbad Municipal Code individual property owners shall cooperate with one another in order to accomplish the orderly development of property in accordance with this master plan. The individual property owners shall enter into an agreement among themselves which provides for the financing, right of way dedication, and construc- tion of the public improvements required by the master pla This Agreement is intended to satisfy that condition and t ensure that the City receives the public facilities and improvements specified by the master plan. W I T N E S S E T H: ----I----- NOW, THEREFORE, in consideration of the foregoin and the covenants, promises and undertakings, as set forth hereinafter, and the mutual benefits of each of the partic hereto, it is understood and agreed as follows: \ 1. Reciprocal Improvements: Each of the partj hereto agrees that it would be in the best interest of eac party hereto if all of the parties would agree on the ordf mutually beneficial improvement of each party's property contained within the area of the Master Plan. Each party hereto believes that it is in its best interest to cooper with all other parties hereto in providing for the major improvements to be put upon the lands contained within th boundary set by the Master Plan, and to share the costs thereof as hereinafter set forth. Each party agrees to abide by the Master Plan and the plan for development established therein as required by the City of Carlsbad. 2. Schedule of Improvements: Attached hereto as Exhibit "D" is an allocation of major infrastructure costs for all of the real property contained within the a 0 e $. 5' , of the Master Plan. On said Exhibit "D" has been supcr- imposed all of the improvements required by the Master Plan which shall be constructed pursuant to this Agreement The parties hereto agree that each and all of the improve- ments shall be completed and dedicated to the City as provided in the Master Plan provided, however, that each c the parties hereto retains the right to construct and off€ for dedication the improvements located on its land refer1 to herein prior to the time the improvements would otherwj be required by the Master Plan. properties covered by this Development Agreement will be j conformance with the Master Plan and all City requirement: Consistency with the Master Plan shall be determined by t€ City. Nothing in this Agreement shall be construed to liI the City's ability to approve, conditionally approve or dc any Master Plan amendment. All property and improvements shall be dedicated to the City free and clear of all lien: and encumbrances, except easements of record. All development on the 3. Responsible Party: The party responsible undertake the bidding and supervision of the contracts to cause said improvements to be made, in accordance with thl Phasing Plan, shall be that party hereto which desires to commence construction first, provided, however, under no circumstances shall Carrillo be responsible for any oblig tion to install or pay for any of the improvements contem plated by the Master Plan. Furthermore, Carrillo is here indemnified and held harmless by the other parties to thi Agreement from any liability or responsibility for constr tion of the improvements or for any obligation to reimbui any other party to this Agreement for such improvements. way of example, should Woodward determine to construct "C 0 0 .. I, Street before Aetna has determined to construct 1~011 Street, Woodward shall have the right to cause the cost of Street to be determined by asking for bids on the construc- tion plans to improve "0" Street. Upon receipt of the bid! Woodward shall notify Aetna of the bids and Aetna shall ha1 the right, for ten (10) days after receipt of notice from Woodward, to accept or reject the bids. The parties shall use their best efforts to agree upon a contractor and fail. ing to agree upon a particular contractor, the lowest bid shall be accepted. Thereafter, Woodward shall undertake t supervise the improvements of "0" Street, in accordance wi the approved plans for the construction of "0" Street, as approved by the City of Carlsbad, and shall cause "0" Strec to be constructed in manner satisfactory to said City. upc completion of the improvements the property owner on whose land the improvements are located shall dedicate to the Ci. all appropriate rights of way, easements, or both, for the improvements. "0" 4. License to Enter Respective Properties: Ea of the parties hereto hereby grants to each of the other parties hereto, their agents, assigns, subcontractors and employees, a license to enter upon each of the properties the parties of this Agreement, for the purpose of construc ing the necessary improvements in accordance with the term and provisions of this Agreement. Said license shall auto matically terminate upon completion of all of the improve- ments contemplated by this Agreement. Such completion sha be deemed to have occurred upon the issuance of acceptance letters by the City of Carlsbad of the improvements contem plated hereby. 5. Indemnity Agsinst Personal Injury or Proper Damages: Each of the parties hereto agrees to indemnify a hold each of the other parties hereto, its officers, emplo ees, agents and stockholders, free and harmless from any a a 0 all claims, losses, damages, injuries or liability arising from the death or injury of any person or persons or from the damage or destruction of any property or properties caused by OK in connection with the performance of the wor contemplated hereby. 6. No Agency Relationship: The parties hereto acknowledge that none of the parties shall be deemed to be the agent of any of the other parties, arising out of the execution and performance of this Agreement. 7. Indemnity Against Liens: The party to this Agreement who elects to be the responsible party to perfor the necessary improvements desired to be completed by that party, agrees to indemnify and hold harmless each and ever other party to this Agreement from all damages incurred or that may be incurred as a result of any liens or claims of lien for labor and/or materials which may be recorded agai that party's property, provided, however, that the party t be indemnified shall have paid the demand of the party do. the work for reimbursement in accordance with Paragraph 3 this Agreement, except for Carrillo, which shall have no : bility therefor as aforesaid in Paragraph 3. Said indemn. shall include but not be limited to attorney fees and cou: costs resulting or arising therefrom. Should any lien or claim of lien be recorded against the property or a party to this Agreement who is not the responsible party perfon ing the work, the party performing the work shall cause sl to be discharged within thirty (30) days after the date o recording of same, or, if the party responsible for the w in its discretion and in good faith, determines that such lien or liens should be contested, said party may contest such lien or liens provided that in such instance said pa shall furnish reasonable security as may be necessary or reasonably required by the party against whose property t . e 0 .> lien has been filed, to prevent the commencement of any foreclosure proceedings against said party's property. 8. Notices: All notices or other comunicatio required or permitted pursuant to this Agreement shall be writing and shall be sent by registered or certified mail, return receipt requested, and shall be deemed received two (2) business days after deposit in the mail in the County Orange, postage prepaid, addressed to the firm to receive such notice, at the following addresses: If to Woodward: 5100 Campus Drive Newport Beach, California 92660 Attention: Don E. Woodward If to Aetna: 5100 Campus Drive Newport Beach, California 92660 Attention: Don E. Woodward If to Carrillo: 600 "B" Street, Suite 2050 San Diego, California 92101 Attention: Byron F. White L Notice of change of address shall be given by written notice, the same as any other notice, as set fort1 hereinbefore. 9. Time is of the Essence: Time is of the essence of each and every term, condition, obligation and provision hereof. 10. Captions for Convenience Only: The capti01 of this Agreement are for purposes of reference and conve? ience only and shall not limit or otherwise affect the meaning hereof. 11. Entire Agreement: This Agreement contains the entire agreement between the parties hereto and no ad tion or modification of any term or provision hereof shal be effective unless set forth in writing and signed by a1 parties hereto. .-. -a \ 12. Civil Engineer: All of the parties to thi Agreement acknowledge that it is necessary to have a civi engineer to advise and assist in the planning of the impr ments contemplated hereby, and each of the parties heretc approves and appoints Rick Engineering Company as the eng for all of the parties hereto for purposes of completing of the improvements contemplated hereby. The designated engineer can be replaced at any time by the mutual consen the parties hereto. 13. Reciprocal Covenants Running with the Lanc The parties agree that the terms and provisions of this 1 ment, to the extent that they constitute mutual covenant: provided for the performance of the works of improvement5 contemplated hereby, are covenants running with the land to each and all of the parties hereto. The parties furtl agree that such covenants shall bind each of the parties hereto as well as the land of each of the parties hereto the successors in interest, if any, of each of the partic hereto. The parties agree that the signatures on this Ac ment will not be acknowledged and that this Agreement wi not be recorded. Each of the parties hereto agrees to indemnify and save harmless all of the other parties her against any damages which may be incurred in the event t any party hereto sells, transfers or conveys title to th property without giving notice of the existence of this Agreement to such third party in the event that by reasc thereof any of the parties hereto incurs any damages wha soever. With reference to the foregoing covenants, eack the parties hereto agrees with each of the other partie: hereto as follows: A. In the event that any of the propert the partics hereto is the subject matter of the sale, t~ or conveyance, the document which contains the Agreemeni sale, transfer or conveyance, i.e. escrow instructions, * a 0 ., purchase and sale agreement, contract of sale, or whatever the same may be, shall contain a reference to this Agreemei and shall have a Xerox copy of same attached thereto, and the said agreement shall specifically provide that the successor in interest to any of the parties hereto shall cause to be performed the foregoing covenants as they pert to said property; and B. In addition thereto, the party enterin such an agreement, whether it be any of the parties hereto shall notify all of the other parties hereto of the conten plated sale and of the name and address of the proposed pu chase or transferee at least fifteen (15) days prior to th date that the projected sale, transfer or conveyance is to take place. 14. Successors of the Parties: Notwithstanding the fact that Carrillo shall have no obligation to any otl party to this Agreement with respect to reimbursing any party for any work of improvement on Carrillo's land, and that Carrillo shall have no liability to any party for anc on account of this Agreement, Carrillo, and the other part to this Agreement do hereby agree, each with the other, tl should Carrillo, or any other party to this Agreement, se all or any portion of the lands described in Exhibits "A" 11 BII and 11 cll , each such selling party shall cause this Agri ment to be identified in the Aqreement of Sale, Transfer i Conveyance, as set forth in Paragraph 13 above, and each sellinq party agrees to comply in all respects with the obligations set forth in Paragraph 13. interest to all or any portion of the property owned by a party to this Agreement shall be obligated to the other parties to this Aqrecment, after such succcssor in interc acquires title to all or any portion of the property whic is subject to this Agreement. Each party to this Agreeme Any successor in 9 * 0 agrees to negotiate with each successor in interest SO that a proportionate share of said party's obligations pursuant to this Agreement are accepted by such successor in interest. 15. Reciprocal Easements and Grading Rights: Each of the parties hereto agrees with all of the other parties hereto to provide all necessary easements and grac rights on their property, as required for the improvement: contemplated hereby. Each of the parties hereto agrees tl a designated engineer shall be agreed upon by all parties this Agreement and once identified as the "designated eng shall thereafter be the sole party to determine what reci cal easements and grading rights are required in order to effect the improvements contemplated hereby and each part agrees to execute any and all grants of easements and gra licenses as required by the "designated engineer". 16. City Requirement of Reimbursement: The Ci of Carlsbad agrees with each of the parties hereto, and e of the parties hereto agrees with the City of Carlsbad, t should any party hereto owe a reimbursement payment to an other party hereto arising out of the construction of the improvements contemplated hereby, that the City of Carlsk: shall be entitled to withholding building permits or othe final approvals for the development of said party's land unless and until all reimbursements required hereunder h; been made by said party and certified to by all parties 1 this Agreement. The City of Carlsbad shall have no liab: of any kind or nature whatsoever to any party hereto in connection with the idithholding of said building permits other final approvals and each party hereto agrees, by el tion of this Aqreement, to indemnify and hold the City o Carlsbad frce and harmless from any liability growing ou the City's acting under and pursuant to this Paragraph 1 -9- e e All of the parties agree with c.,ich othclr ‘incl with th;. CLty of Carlsbad thdt they arc voluntarily cntcring into thls arrangement so as to insure thr. pcrfornimcc: of edch p-rty hereto of its oLj1 i<j<it ions dnd dut LC:; und<>r cind pursuLint ta this Agrecnient. The City of Carlsbad will be asked to approve thls Agreement in writing in order to signify its agreement to withhold sciid building permits or other final sp1Jrovals should said withlioldinrj become necessary due to thc failure of a party to this Agreement to pay the reim- bursements owed pursuant to this Agreement to the other pdr t ic s here to. 17. City Participation: Except for the purpose of Paragraphs 2 and 16, the City is not a party obliqatcd by this Agreemcent but is an intended beneficiary of this Agreement . 18. City Council Approval: Section 1 of Carlsh Ordinance No. 961 1, rcquircs that this Acjrccmclnt be approv by the City Council. This Agreement has been prepart.d to satisfy the requirements of said ordinance and the City Co has by motion approved the Agreement on J-~ LY 3, 19a4 IN WITNESS WHEREOF, the parties hereto have execL this Agreement as of the day and year first above written. CITY OF CARLSBAD, a MEISTER DEVELOPMENT COF munici- a1 corpo atiyn nia corporatic By : gur-q J &&. d Mayor/ By : DON E. WOOD D CARRILLO RANCHO PARTNEI && CalifQnia genera\ ij q f) 73 By : \ *-h-,p(wL>\y- I i’uu By : /&‘ -10- 0 0 0 . .. -I .. . P WOODWARD/MEISTER All that portion of Sections 18 and 19 Township 12 South, Range 3 West, San Bernardino Base and Meridian, according to the Official Plat thereof, in the City of Carlsbad, County of San Diego, State of California, being more par- ticularly described as follows: Beginning at a 2 inch iron pipe with disc marked "RCE 9416" accepted as the Northwesterly corner of LA COSTA MEADOiS UNIT NO. 3, according to Map thereof No. 7076, filed in the Office of the County Recorder of the County of San Diego, State of California, thence North 0°52'06" East along the Westerly line of said Section 19, a dis- tance of 1337.52 feet; thence North 0003'46'' West a dis- tance of 1153.82 feet to the TRUE POINT OF BEGINNING of the herein described Parcel ; thence continuing North -D003'46" West along said Westerly line a .distance of 1524.23 feet to the Northwest corner of said Section 19; thence continuing North 0003'46" West along the Westerly ' line of said Section 18 a distance of 2091.28 feet to an intersection with center1 ine of Road Survey 757, known as Palomar Airport Road; thence leaving the Westerly line of said Section 18 South 67043'22" East along the center- line of said Road Survey 7,57 a distance of 1326.28 feet to the beginning of a 1000.00 foot radius curve concave Northerly; thence Easterly along the arc of said curve thru a central angle of 43043'09" a distance of 763.04 feet; thence South 21026'31" East along the prolongation of a radial line to said curve a distance of 30.00 feet; thence South 8051'23" West 1907.40 feet thence south 54040'00" West a distance of 2065.80 feet to the TRUE' POINT OF BEGINNING. Lot 1 of Fractional Section 24 and Lots 3 and 4 of Frac- tional Section 13, Township 12 South, Range 4 West, San Bernardino Base and Meridian according to the Official Plat thereof, in the City of Carlsbad, County of San Diego, State of California, being more particularly described as follows: Beginning at a 2 1/2 inch iron pipe with tag marked "LS 2789", per Record of Survey Map No. 6416 and accepted as the Northeast corner of said Lot 3 of Fractional Section 13; thence South 00003'46" East along the East line of said Fractional Section 13 a distance of 2583.13 feet to the Southeast corner of said Fractional Section 13, being the Northeast corner of said Fractional Section '24; thence EXHIBIT "A" I a e .. ._ . .- . .. .. .e 0, .. WOODWARD/MEISTER r' continuing South 00°03'46" East along the East line said Fractional Section 24 a distance of 1339.03 feet the Southeast corner of said Lot. 1; thence Nor 89O23'12" West along the South line of said Lot 1 a di - tance of 256.29 feet to a point in the East line of Ranc Agua Hedionda according to Map thereof No. 823 filed ..-c the Office of the County Recorder of. said County a State; thence North 02038'00" West along said East li a distance of 3933.94 feet to the Northwest corner of sa Lot 3 of Fractional Section 13; thence South 88037'3 East along the North line of said Lot 3 a distance 1 432.85 feet to the POINT OF BEGINNING. e e . .,. 3 . i WOODWARDIAETNA All that portion of Sections 18 and 19, Township 12 South, Range 3 'West, San Bernardino Base and Meridian, according to the Official Plat thereof, in the City of Carlsbad, County of San Diego, State of California, being more par- tjcularly described as follows: Beginning at a 2 inch iron pipe with disc marked "RCE 9416" accepted as the Northwesterly corner of La Costa Meadows Unit No. 3, according to said Map No. 7076; thence North 0052'06" East along the West line of said Section 19 a distance of 1337.52 feet and North OOO3'46" West a distance of 1153.82 feet to the TRUE POINT OF BEGINNING; thence leaving the West line of said Section 19 North 54°40'00" East 2065.80 feet; thence North *8051 '23" East 1907.40 feet; thence North 21026'31" .West 30.00 feet to the centerline of Road Survey No. 757, Palomar Airport Road; thence North 68033'29" East along said . centerline a distance of 723.02 feet; thence leaving said centerline South 16013'00" East a distance of 1640.18 feet to the East line of the East' Half of the Southwest Quarter of said Section 18; thence South 0042'37" East along said East line a distance of 291.42 feet to the Northeast corner of the Northwest Quarter of said Section 19; thence South 0°20'46" West along the East line of said Northwest Quarter a distance of 498.91 feet; thence leaving said East line South 85050'40" West 749.94 feet; thence South 4009'20" East 688.38 feet; thence South 85050'40" West a distance of 92.05 feet to the beginning of a 2000.00 foot radius curve concave Southerly; thence . Westerly along the arc of said curve thru a central angle of 21000'00" a distance of 733.04 feet; thence South 64050'40" West a distance of 1165r58 feet to the begin- ning of a tangent 2000.00 foot radius curve concave North- erly; thence Westerly 'along the arc of said curve thru a central angle of 16°29.'25" a distance of 575.62 feet to the above mentioned West line of said Section 19; thence leaving said curve N0rt.h 0003'46" West along said West line of Section 19, a distance of 587.94 feet to the TRUE POINT OF BEGINNING. Being a portion of Fractional Section 24, Township 12 South, Range 4 West, San Bernardino Base and Meridian, in thc City of Carlsbad, County of San Diego, State of Cali- fornia, according to the Official Plat thereof said por- tion being niorc particularly described as follows: Beginning at the East Quarter corner of said Section 24 as shown on Record of Survey 6416 on file in the Office of the Recorder of sdid County; thence along the Easterly line of said Section 24, North 00003'46" West 1339.02 feet to the Southeast corner of Government Lot 1 of said EXHIBIT "B" *, .' .1 & r e w .. 5. ' WOODWARDIAETNA Fractional Section; thence leaving said Easterly 1 i along the Southerly line of said Lot 1, North 89023'1 West 256.29 feet to a point in the Easterly boundary Rancho Agua Hedionda; thence along said Rancho line Sou . 02038'00" East 1341.36 feet to a point on the Souther line of the Northeast Quarter of said Fractional Secti 24; thence leaving said Rancho line along said Souther line South 89O28'04'' East to the POINT OF BEGINNING. - d) 0 4. 5- CARRILLO RANCHO PARTNERSHIP Thet portion of the South Half of Sec'tion 18, Township 12 South, Range 2 ' Sen Bernardino Meridian, according to Official Plat thereof, in the City Carlsbad, County of San Diego, State of California described as follows: *Beginning at the Northwest corner of Lot 3 of said Section 18; thence Sou 89' 27' 41" East along the East-West centerline of said Section '18 a dist of 4435.96 feet (Record South 89' 59' 33" East 4436.05 feet per Record Su No. 6416) to the Northeast corner of the West Half of the Southeast Quart said Section 18; thence leaving said East-West centerline South 0' 39' 40 West along the East line of said West Half of the Southeast Quarter a dis of 75.94 feeet to an intersection of the centerline of Road Survey No. 75 Palmar Airport Road being a point in the arc of a nontangent 3000.00 foo radius curve concave Southerly, a radial line to said curve bears North 1 54' 28" West; thence Westerly along said centerline and along the arc of curve thru a central angle of 0' 52' 58" a distance of 46.22 feet; thence South 74' 12' 34" West a distance of 454.00 feet to the beginning of a ea 6000.00 foot radius curve, concave Southeasterly; thence Southwesterly a1 the arc of said curve thru a central angle of 5' 30' 05" a distance of 59 feet; thence South 68' 33' 29" West a distance of 1525.56 feet to the beginning of a tangent 1000.00 foot radius curve concave Northerly; thenc Westerly along the arc of said curve thru a central angle of 43' 43'. 09" distance of 763.04 feet; thence North 67' 43' 22" West a distance of 1326 feet to the West line of said Lot 3; thence leaving the centerline of sai Road Survey No. 757, North 0' 03' 46'' West along,said West line a distanc 491.85 feet to the Point of Beginning. EXHIBIT '"2" <* - 4.. '. % e 0 *, 4,. k. CARRILLO RANCH ALLOCATED COSTS 1. Palomar Airport Road ~ $1,67 (Includes costs to construct the initial portion of Palomar Airport Road as outlined in the revision to the Carrillo Ranch Master Plan, Item 13, Palomar Airport Road, Page V-15, as approved by the Planning Commission Resolution No. 2223, December 28, 1983, and Ordinance No. 9706 as Passed and Adopted by the City Council on February 7, 1984, consisting of grading, street lights, storm drain and two 14' lanes each way, plus bonding for median.) Allocated to adjacent property owners by frontage. WoodwardlMeister 2,200 feet of 9,400 feet total 23% $ 38 Woodward/Aetna 700 feet of 9,400 feet total 7% $ 11 Carrillo Ranch Partnership 6,500 feet of 9,400 feet total 70% $1,17 Note: Remaining Palomar Airport Road Improvements will be required with each project based on the frontage of a project as it adjoins Palomar Airport Road. 2. Proposed Access Road and Temporary Sewer $ 55 (Includes development of full intersection as may be approved by the City, of Palomar Airport Road to serve first 500 units, and the intersection of El Camino Real and Palomar Airport Road.) Allocated on a 1/3, 1/3, 1/3 basis. Woodward/Meister 33-1/3% $ 1! Woodward/Aetna 33-1/3% $ l! Carrillo Ranch Partnership 33-1/3% $ I! Note: To be requested of City when first Tentative Maps are filed. 3. Retention Basins $4 -.- Allocated on an acreage basis by ownership south of Palomar Airport Road. Woodward/Meister 141 acres of 678 acres 21% $ Woodward/Aetna 112 acres of 678 acres 16% $ Carrillo Ranch Partnership 425 acres of 678 acres 63% $ 2 4. Relocation of Existing Force Mains $1 Allocated on the basis of units per ownership south of Palomar Airport Road. Woodward/Meister 691 DU of 2,998 DU 23% $ Woodward/Aetna 729 DU of 2,998 DU 24% $ Carrillo Ranch Partnership 1,578 DU of 2,998 DU 53% $ EXHIBIT "D" #' I % i $8,878 e m -* . r' z 4 % ". ' 5. Melrose Avenue Allocated to adjacent property owners by length within ownership. Improvements shall be constructed as per the schedule on Page V-14 of the Amended Carrillo Ranch master plan. Woodward/Meister 2,600 feet of 6,800 feet total 38% $3,373 Woodward/Aetna 800 feet of 6,800 feet total 12% $1,065 Carrillo Ranch Partnership 3,400 feet of 6,800 feet total 50% $4,439 Note: Melrose Avenue north of Palomar Airport road is not included. 6. Trunk Sewer to City Main, Just East of El Camino Real $1,40C (Include lift station and force main.) Allocated on the basis of units per ownership south of Palomar Airport Road. Woodward/Meister 691 DU of 2,998 DU 23% $ 32; Woodward/Aetna 729 DU of 2,998 DU 24% $ 33( Carrillo Ranch Partnership 1,578 DU of 2,998 DU 53% $ 74: Note: Allocation could change slightly in final computation due to additions or deletions to participating offsite ownerships. The above calculations were based on the following figures : Total DU 2,998 Total Acres 678" Woodward/Meister 691 - 23% 141 - 21% Woodward/Aetna 729 - 24% 112 - 16% Carrillo Ranch 1,578 - 53% ""425 - 63% Partnership * Total Ranch is 745 acres. ** Carrillo Ranch Partnership owns 492 acres of which 67 is north of Palomar Airport Road and 425 south. calculations as the 67 acres did not enter into any acreage allocation. The 425 acres was used for EXHIBIT "D" - Page 2