Dysan Corp and Filice Family EstatesNO FF•E per GC Sec. 6103
11985 -=105
785 :106
ORDINANCE NO. 83 -18
AN ORDINANCE OF THE CITY OF GILROY APPROVING A GOVERNMENT
CODE SECTION 65864 DEVELOPMENT AGREEMENT BETWEEN THE CITY
OF GILROY AND DYSAN CORPORATION AND FILICE FA14ILY ESTATES
RELATING TO THE DEVELOPMENT OF SANTA TERESA TECHNOLOGY
PARK
THE CITY COUNCIL OF THE CITY OF GILROY DOES
ORDAIN AS FOLLOWS:
SECTION I: That attached hereto and incorporated
+nTi�m�I A/nT`L`�A'L'T1'P .,n,- .r�3Ctinh fl�
herein by reference is a LGVGLVt�u:lvt n%.jl\ ,....�. . ...,,�.,._..h _
5 pages between the City of Gilroy and Dysan Corporation and Filice
Family Estates which is hereby approved by the Council pursuant
to Government Code Sections 65864 through 65869.5, and Jay Baksa,
City Administrator is hereby authorized to execute said agreement
on behalf of the City.
SECTION II All other ordinances and parts of
ordinances in conflict herewith are hereby repealed.
SECTION III; This ordinance shall take effect and
be ;,n full force thirty (30) days from and after its adoption
and approval.
PASSED AND ADOPTED this 19th day of September, 1983,
by the following vote:
AYES: COUNCILMEMBERS: GAGE, HUG1iAN, VALDEZ and LINK
NOES; COUNCILMEMBERS; ALBERT
ABSENT: COUNCIL EMBERS: TAYLOR and GOODRICH
• 1
ORDINANCE NO. 83 -18
APPROVED;
Mayor rotempore
..r T
� O
Vi
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO:
EXHIBIT "A"
of Ordinance No.
DEVELOPMLNT AGREEMENT
83 -18 }{ 985 ,� 106
This is an agreement between the City of Gilroy (City) and Uysan Corporation
(Dylan) and Filice Family Estates
Technology Park (Project). The p
Government Code Sections 65364 et
Project over a period of years in
hereof and the conditions imposed
unit development approval.
IT IS AGREED AS FOLLOWS:
(Filice) relating to development of Santa Teresa
artier enter into this agreement under authority of
seq in order to assure the orderly development of
conformity with and in reliance uuon the terms
by City on Auqust 15, 1963, in granting ulanned
1. Description of Project Property. This real property affected by this
agreement consists of approximately 93.6 acres located along Santa Teresa Boulevard
within the City of Gilroy which property is more particularly described in Exhibit "A"
attached hereto and incorporated herein.
2. Conditions of'PUD Approval Incorporated by Reference. All conditions of
the planned unit development approval granted Project by City on Auqust 15, 1963,
are incorporated and made a part of this aoreement by reference.
3. Covenants of Dylan /Filice. Dylan and Filice aoree to proceed expeditiously
with development of Project to the extent allowed (i.e., density, employment levels,
maximum square footage, etc.) wider the aforementioned PUD approval. All on -site
and off -site improvements shall be constructed promptly at the times and in the
sequence required under the City's standard torn agreepent relative to construction
of improvements. The commitments of this paragraph are required by City under its
policy of encouraging industrial development to reduce chronic high levels of unemploy-
ment -- particularly among semi- skilled and unskilled workers -- and to mitigd to the
effects upon the local labor force of seasonal fluctuation in employment opportunities
which occurs because of Gilroy's present dependence upon agricultural related industry.
H 985 =107
4. Covenants of City. For an initial period of two years following execution
of this agreement, City agrees that all municipal services needed to build out Proj(•(t
to an on -site employment level of 140 employees on or before expiration of said two -
year period shall be available to Dysan /Filice. Upon expiration of said two -year
period and attainment of the aforementioned employment level, City further covenants
that all necessary municipal services shall be available to continue buiIdout of
Project according to the following schedule - so long as Dysan /Filice attain emDloy-
ment levels required for the end of each two -year period.
Year
October 31, 1985
October 1987
October 1989
October 1991
October 1993
Cinnul ati ve Fmol oynrent Level
140
on -site
employees
840
on -site
employees
1,820
on -site
employees
2,770
on -site
employees
3,500
on -site
emoloyees
It is expressly understood that City's obligation hereunder with respect to
sewer capacity shall be limited to the following cumulative average daily flow
measured at the Dysan /Filice facility in terms of gallons Der day
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 PUB approval. 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,
storm 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 reimbursement or contribution 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 ohligations
and contributions or credits of Dysan /Filice and the City relative to said public
works facilities shall be set forth in the City standard form agreement for construc-
tion and improvements.
11985'=108
6. Periodic Review. In compliance with Government Code Section 65865.1,
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 meetings (at least semi - annually) with Dysan /Filice at times
mutually agreeable 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 may
reasonably require to determine the Project's on -site employment level. For purposes
of this agreement, "employment level" shall mean the number of individuals employed
on a full -time permanent basis at Project together with then vacant positions pre-
viously filled for which replacement is intended. (Excluded from employment levels
are layoffs of greater than six months.)
7. Agreement 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 agreement shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors, heirs, administrators and assigns.
8. Notices. Any notices to be given under this agreement shall be personally
delivered or mailed as follows:
City: City Administrator
City Hall
7351 Rosanna Street
Gilroy, California 95020
Dysan: Sam Laub
Dysan Corporation
5201 Patrick Henry Drive
a� nta aC i ra , CA _0W50_
Filice: John M. Filice Jr.
Filice Family Estates
7951 -A Wren Avenue
Gilroy, - -'g=
9. Amendment of Agreement. This agreement may be amended by mutual 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-
ment 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 Agreement has been entered into, prevent or preclude
compliance with one or more 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.
-3-
N 985 .'.1^TA09
11. Cure of Default. (a) 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 prosecute the
cure, the non - defaulting party may then take any legal or equitable action to enforce
its right under this Development Agreement.
12. Remedies. 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 damages 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 legal action by either party is brought
because of breach of this Agreement or to enforce a provision of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees and court costs.
14. rorce Majeut-2. party hereto acting in nooi faith i7all be excused
from performing any obligations or undertakings provided in this Agreement 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 elements, 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, judicial orders, un-
reasonable delays in processing applications or obtaining approvals, consent or hermits,
filing of legal actions, or any other cause not within the reasonable control of
such party.
-4-
11985:,. 110
IN WITNESS WHEREOF, the parties have executed this agreement on the
dates indicated below, the latestwhich shall be deemed the effective date of the
agreement.
Date: September 19, 1983
Date:- ;�i�,�,��>�
Date: i
-5-
DYSAN
By ")K,—
Title /
FILI
1 �
By
T i7 �tiL. �
By
TIMOTHY . FILI
Title cl e"I" r V -
By
Title �<-,,
State of CALIFORNIA
SS.
County of gay, SANTA CLARA
OFFICIAL SEAL u
MARY tOU PROBERT
°a •� NOTARY PUBLIC - CALIFORNIA
SANTA CLARA COUNTY
My comm. expires MAY 26, 1986 N
7951 1'drei Ann—, c , • ^.A 95020
` `vVRAI oCKNOWI FOGMENT FORM 7110052
jj—-
On this the ?1- day of September _ __ 19_83, before me,
MARY LOU PR06ERT 11985 =111
the undersigned Notary Public, personally appeared
JOHN M. FILICE, TIMOTHY J. FILICE & CRAIG FILICE
General Partners of FILICE FAMILY ESTATES, LTD.
x personally known tome
proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) d_re_ subscribed to the
within instrument, and acknowledged that ____they - executed it.
WITNES� my hand and official seal.
I
Notary's Signature
NATIONAL NOTARY ASSOCIATION . 23012 Ventura Blvd • Woodland Hills, CA 91364
STATE OF CALIFORNIA )
)ss
County of Santa Clara )
On this 19th 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 City 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 ;4TNESS WHEREOF I have hereunto set my hand and affixed my official seal of
the City of Gilroy in the County of Santa Clara the day and year in this certificate
fir above wri *_ze
Citv Clerk, City of Gilroy, State o ifornia
per Civil Code Sec. 1181; Government Code Sec. 40814.
STATE OF CALIFORNIA
COUNTY OF Santa Clara
OFFICIAL SEAL
MARTHA LUNDBERG
NOTARY PUBLIC - CALIFORNIA
SANTA CLARA COUNTY
My Commission Expires April 29, 1985
On this
19th .. day of September in the year
one thousand nine hundred & eighty —three before me
Martha r lindherrr , a Notary Public, State of California,
duly commissioned and sworn, personally appeared__
W. T. Gault
personally known to me (or proved to me on the basis of satisfactory 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 (in behalf of the corpora-
tion therein named, and acknowledged to me that such corporation executed
the same IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal in the Santa c'lara County of California
on the date set forty above in this certificate.
Tlvs oocumant is ony • genre) form wil cf+ may he proper Ior use in vmple
transacmns and m no way act or is marded to act . as a su6stnute fo, the
adnce of en attor -y The puhksher Does not make any warranty either press or implied as to
the IMW valdrly of any provrew, or the suaaf jry of these forms in any specific transition
Cowdery's Form No. 28 — Acknowledgement
to Notary Public — Corporation IC. C. Seca. 1190 - 1190.11
Notary Public, Mate of California
My commission expires
11985 =112
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 1 & 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# 8"-'17-06
11 985:,c-113
If SUSANNE E. STEINMETZ, City Clerk of the City of Gilroy, do
hereby certify that the attached Ordinance r1o, 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 September 1983
present
, at which meeting a quorum was
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
ity Clerk of the
ty of Uiiroy