Ordinance 1983-18 ORDINANCE NO. 83-18
AN OI~INANCE OF THE CITY OF GILROY APPROVING A GOVER/~NT
CODE SECTION §5864 DEVELOPMENT AGREEMENT BETWEEN Tim CITY
OF GILROYA~D DYSAN CORPORATION AND FILICE F~ILY ESTATES
RELATING %0 T~ DgVgLOPMENT OF SANTA TERESA TECHNOLOGY
'lqt~ CITY COUNCIL OF T~E CITY OF GILROY DOES
OkOAIN AS FOLLOWS:
SECTION I: That attached hereto and incorporated
herein by r~fcr~nce i~ a DEVELOPMENT AGREEMENT consisting of
5 pages between ~he City of Gilroy and Dysan Corporation and Filice
Family Es~at~ which is h~reby approved by the Council pursuant
to Governm~n~ CQde Sections 65864 through 65869.5, and 3ay Baksa,
City Administrator ia hereby aughorized to execute said agreement
on behalf of ~h~ City.
SECTION II;. All other ordinances and parts of
ordinances in conflict herewith are hereby repealed.
SEC~I0~ III; This ordinance shall take effect and
b~ in full force thirty (30) days from and after its adoption
and approval.
PASSgD ~D ADOPTED this 19th day of $~ptember, 1983,
by the following vote;
A~S~NT:
COUNCILMEMBERS:
COU~CILM~MBERS;
COUNCI~ERS;
GAGE, HUGtL%N. VALDEZ and LINK
ALBERT
TAYLOR and GOODRICH
APPROVED:
~ '~ Mayo~r~lY~ t ~mpore
ORDI~NCg NO. 83-18
RECORDING REQUESTED BY:
WItEN RECDRDED MAIL TO:
EXHIBIT "A"
of Ordinance No. 83-18
DEVELOPMENT AGREEMENT
This Js all agreement between the City of Gilro¥ (City) ami IJysan Cot.oration
(Dysan) and Filice Fa,lily Estates (Filice) relatinq to developme. L ol Sa.la leresa
lechnolo~ Park (Project). Tile parties enter in~o this agreemen~ under authority of
Governll~n~ Code Sections 65864 eL seq in order to assure the orderly (levelO,)lllenL ot
Project over a period of years in conformity wi Ih and i. tel lance u.on the Ler'ms
hereof and the conditions imposed by City on August 15, 19tt]. iii qranting .lanned
unit develop~nC approval.
IT IS AGREED AS FOLLOWS:
1. Description of Project Property. This real properly afl'ecLed by this
~greement consists of approximately 93.6 acres located aJomt Sa. La leresa Boulevard
wiJllin ~he Ci~ of GiJro~ which propert~ is more particularly descriGed in Exhibit "A"
attached hereto and incorporated herein.
2. Conditions of~UD AiJproval lncor.orated by Refere.cl~. All conditions of
the pJdlllled ullit deveJopil~nt approval granted Project by City o~l Auqust 15, 19tl3,
are incorporated a~ld made a part of this aareement by retere.ce.
3. Covenants of Dysag/~ilice. Dysan and FiJice aaree tu proceed expeditiously
Wi~h deveJop,~nL of Projec~ ~o the extent allowed (i.e., density, e,Jploy,~.t levels,
maximum square footage, etc.) u.der the atorementioned PUD anprov~tl. AIl on-site
and off-si~e in~rove~n~s shall be constructed promptly a~ the Limas and in the
sequence required under ~he City's standard form a~lre~,~nt relative Lo construction
of improve,mn~s. The ~mil, i~,~n~s of ~his paraqraph are required by City under ils
poljc~ of encouraging industrial developme. L to reduce chronic high levels of unemplov-
,m.~ -- particularly a.~lg semi-skilled and unskilled wurkers -- ~nd to mitigate the
effects upon ~he local labor force of seasonal fiuctuatio, in eml~loyme. L op.ortunities
wliicli occurs because of Gilroy's present dependence upon agricul[ural related industry.
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z~. Covenants of City. For an initial period of two .years followinq executiun
of this agreenent, City agrees that all munici~al services needed to build out I'roj~,~
tO an on-site en~ployment level of 140 employees on or before expiration of said two-
year period shall be available to Dysan/Filice. Upon expiration ol' said two-year
period and attainment of the aforementioned employment 'level, City further covenants
that all necessary municipal services shall be available to conti~ue buildout of
Project according to the following schedule - so lonq as Dysan/Filice attain employ-
ment levels required for the end of each two-year period.
Year
Cumulative Emolo,yr, lent Level
October 31, 1985 140
October i987 840
October 1989 1,820
October 1991 2,770
October 1993 3,500
on-site emuloyees
on-site employees
on-site employees
on-site employees
on-site employees
It is expressly understood that City's obligation hereunder with resnect to
sewer capacity shall be limited to the following cumulative average daily flow
Ineasured at the Dysan/Filice facility in terms of §allons oer day (GPD)-
YEAR
October 31, 1985
October 1987
October 1989
October 1991
October 1993
GPD (CUMULATIVE)
70,000
270,000
430,000
510,000
600,000
If, for any reason, either party fails to reach the above required obligations,
any such failure shall have no effect on the PUD apnroval. If Dysan/Filice fail to
achieve any subsequent employment level, previous sewer plant capacity commitments
will not be lost.
5. Extension/Construction of Public Facilities. All water and sewer lines,
store drainage distribution systems, streets, bridges, signalization, and other
public works facilities required for Project will be constructed on a phased basis
dependent upon the needs of the Project and the City. City agrees to cooperate in
the establishment of a rei~ursen~nt or con'tribution mechanism and/or assessment
district whereby Dysan/Filice are reimbursed or paid on a pro-rata basis by owners
of subsequently developed (within ten years of the date of this agreement) real
property benefiting from said public works facilities. The respective obligations
and contributions or credits of Dysan/Filice and the City relative Lo said public
works facilities shall be set forth in the City standard form agreement for construc-
tion and improvements.
6. Periodic Review. In compliance with Goverpment Code Section 651365.1,
City shall have the right to continuously monitor the progress of Dysan/Filice toward
reaching the employment level prescribed for the end of the then current two-year
period through frequent ~etings (at least semi-annually) with Dysdn/Filice at tinles
mutually ~greeable to all parties. Dysan/Filice shall cooperate with the City by
providing information necessary for such monitoring. Upon expiration of each two-
year period, Dysan/Filice shall provide City with whatever documentation City ma~
reasonably require to determine the Project's on-site employinent level. For purposes
of this agreement, "employment level" shall inean the number of individuals employed
on a full-time permanent basis at Project Logether with then vacant positions pre=
viously filled for which replacement is intended. (Excluded from employment levels
are layoffs of greater than six months.)
7. Agreell~nt to be Recorded. This agreement shall be recorded by the City
Clerk of City within 10 days following the effective date thereof, all terms and
conditions of the agree~nt shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors, heirs, adlllinistrators 2nd assigns.
8. Notices. Any notices to be given under this agreement shall be personally
delivered or mailed as follows:
City:
Dysan:
Filice:
City Administrator
City Hal 1
7351 Rosanna Street
Gilro¥, California 95020
Sam Laub
Dysan Corl~oration
5201 Patrick He~r? Drive
Santa Clara,
John M. Filice Jr.
Filice Family Estates
7951-A Wren Avenue
~i'l roy, CA-Z]IFO-ED-
9. All~ndment of A~reement. This agreement may be amended by mutua'l consent
of the parties upon following the procedures prescribed in the Government Code for
amendment of development agreements. In the absence of such procedures, this agree-
merit may be amended solely upon mutual consent of the parties.
10. State or Federal Law. In the event that state or federal laws, or regula-
tions, enacted after this Agreell~nt has beer) entered into, prevent or preclude
compliance with one or II, re 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.
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11. Cure of Defaul,t. (al Upon the occurrence of an event of default as
specified herein by either party, the party not in default (the "non-defaulting
party") shall give the party in default (the "defaulting party") written notice of
the default. The defaulting party shall have thirty (30) calendar days from the
date of notice (subject to subsection (b) below) to cure the default. Such default
is curable within such thirty (30) days. If such default is so cured, then the
parties need not take any further action except that the defaulting party may
require the non-defaulting party to give written notice that the default has been
adequately cured.
(b) Should the default not be cured within thirty (30) calendar days from
the date of notice, or should the default be of a nature which cannot be reasonably
cured within such thirty (30) day period and the defaulting party has failed to
commence within said thirty (30) day period and thereafter diligently ~rosecute the
cure, the non-defaulting party may then take any legal or equitable action to enforce
its right under this Development Agreement.
12. Ren~dies. In the event City defaults on any of its obligations hereunder,
under no circumstances shall Dysan/Filice be entitled to damages for lost profits
or be entitled to damages for expenditures or costs incurred prior to the date of
this Agreement. Dysan/Filice shall be entitled to punitive damaqes if ordered by a
court in the event the court finds the City's default to have been willful, avoidable,
arbitrary and capricious. In the event Dysan/Filice default, City shall be relieved
of the obligation to reserve future sewer plant capacity.
13. Attorneys Fees and Costs. If le§al action by either harry 'is brought
because of breach of thi~' Agreement or to enforce a provision of this A(lreement, the
prevailing party shall be entitled to reasonable attorney's fees and court costs.
14. Force Majeure. Either party hereto acting in good faith shall be excused
from performing any obligations or undertakings provided in this A!treement in the
event and for so long as the performance of any such obligation is prevented, delayed,
retarded or hindered by an act of God, fire, earthquake, floods, explosion, actions
of the ele,~nts, war, invasion, insurrection, riot, mob violence, strikes, lockouts,
eminent domain, inability to obtain labor or materials or reasonable substitutes
therefore, governmental restrictions, regulations or controls, ,iudicial orders, un-
reasonable delays in processing applications or obtaining approvals, consent or permits,
filing of legal actions, or any other cause not within the reasonable control of
such party.
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IN WITNESS WHEREOF, the parties have executed this agreement on the
dates indicated below, the l atest whi ch shall be deemed the effective date of the
agreement.
Date: September 19, 1983
CALIFORN IA ,.
State ol I SS.
County o! ~aF, SANTA CLARA
Y tOU PROBERT
NOTARY PUBLIC - CALIFORNIA
SANTA CLARA COUNTY
7951 Wren Avenue, Suit~ "?,", ~;ilroy, CA 95020
On this the __21__. day ol SeptelTIber
MARY LOU PROBERT
.... 19 83, before me,
the undersigned Notary Public, personally appeared
JOHN M. FILICE, TIMOTHY O. FILICE & CRAIG FILICE
General Partners of FILICE FAMILY ESTATES, LTD.
IXi personally known to me
[21 proved to me on the basis ol satisfactory evidence
to be the person(s) whose name(s) a re subscribed to the
......... {h-(~ _executed it.
within instrument, an~_acknowledged that
WITNESS my h~nd and-'~fficial
Notary's Signature
GENERAL ACKNOWL~_DGMFNT FC~Rbl
.' STATE 0F CALT¥ORN[A
.,i
)
)ss
County of Santa Clara )
On this ~9.th . day of September in the year one thousand nine hundred
and eighty-three ' , before me, SUSANNE E. STEINMETZ
a Notary Public, City Clerk, City of Gilroy, State of California, duly sworn,
personally appeared JAY BAKSA
known to me to be the Cit~ Administrator of the City ot Gilroy, a municipal
corporation described in and that executed the within instrument,
and also known to me to be the person who executed the within instrument on behalf
of the corporation therein named, and acknowledged to me that such corporation executed
the same.
IN WITNESS k~EREOF I have hereunto set my hand and affixed my official seal of
the City of Gllroy in the County of Santa Clar~ the day and year in this certificate
STATE OF CALIFORNIA
· COUNTY OF Santa Clara
OFFICIAL SEAL
MARTHA LUNDBERG
i SANTA CLARA COUNTY
NOTARY PUBLIC- CALIFORNIA
~ My Commission Expires A~'il 29, 1985
Cowdery'a Form No. 28 -- Acknowledgement
to Notary Public -- Corporation (C C. Sec~. 1190-1190.1 ~
On this 19th day of September
one thousand nine hundred & eighty-three
in the year
betbre me
Martha T,Hndhorg , a Notary Public, State of Cali£ornia,
duly commissioned and sworn, personally appeared W. T. Cault
personally known to me (or proved to me on the basis ot'satisthctory evidence)
to be the Director of Corp. Development __ of the corporation
that executed the within instrument, and also known to me to be the
person _. who executed the within instrument on behalf of the corpora-
tion therein named, and acknowledged to me that such corporation executed
the same
IN WITNESS WItEREOF I have hereunto set my hand and a/fixed
my otficial soaI in the Smntm Clara __County
on the dat~ set tbrt/] aboZ this certificate.
- 'Nota/y Public, ~tate of California
co,,,,.is ,on expires_ ?" _ 2
THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF GILROY, COUNTY OF SANTA
CLARA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
ALL OF PARCELS A, B,. D AND E AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "PARCEL
MAP DIVISION OF PARCELS I & 2 BOOK 496 OF MAPS, PAGES 25 and 26 PORTION
OF LAS ANIMAS RANCHO" WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE
RECORDER, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON SEPTEMBER 16, 1983,
IN BOOK 517 OF MAPS~ PAGES 48 and 49.
ARB# 803-27-06
I, SUSANNE Eo STEIN?~TZ, City Clerk of the City of Gilroy, do
hereby certify that the attached Ordinance No° 83-18 is an
original ordinance, duly adopted by the Council of the City of
Gilroy at a regular meeting of said Council held on the 19th
day of Sept~ember ,,, , 1983, , at which meeting a quorum was
pres ent.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the Official Seal of the City of Gilroy, this 26th day of
· ~ September
, 19 83
z City Clerk of the City of Gilroy~---