Ordinance 2007-02ORDINANCE NO. 2007-02
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GILROY APPROVING A DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF GILROY AND OWNERS OF
PROPERTY IN THE HECKER PASS SPECIFIC PLAN AREA,
APPLICATION M05 -05
The City Council of the City of Gilroy does hereby ordain as follows:
SECTION I.
RECITALS
A. Pursuant to the City of Gilroy's Resolution No. 2002 -61, which sets forth the
procedures and sets fees for the processing of a development agreement pursuant to California
Government Code sections 65864 through 65869.5 ( "State Law ") and application M 05 -05, a
development agreement to govern construction of a multi -phase project described in the Hecker
Pass Specific Plan ( "Specific Plan ") adopted in January, 2005 and amended by the City Council in
January, 2007, is proposed between the City of Gilroy and the following entities: Hoey Ranch Co.,
a California General Partnership, Hoey Family Partnership, a California Limited Partnership,
Goldsmith Seeds, Inc., a California corporation, The Ernest E. Filice Family Trust dated January
28, 1986, The Ellen F. Filice Family Trust (Exemption Trust) UTD May 3, 1990, as amended,
Fratelli Ranch, LLC, a California limited liability company, The Jess V. Arias and Josephine Arias
Revocable Living Trust, South Valley National Bank, a division of Pacific Capital Bank, N.A.,
Raley's, a California corporation, Joseph P. and Patricia E. Giacalone, husband and wife, Donald C.
Christopher, an individual, The D'Arpino Revocable Trust, and South Valley Community Church
Inc., a California non - profit corporation (collectively referred to hereafter as "Developers "). The
Project is described in detail in the Specific Plan. The Specific Plan also sets forth detailed
development standards and guidelines and an implementation program for the development of the
Project.
B. Pursuant to the California Environmental Quality Act ( "CEQA "), the City prepared
a final Environmental Impact Report ( "FEIR ") for the Project, which FEIR was certified by the City
Council on December 20, 2004, pursuant to CEQA, and for which Resolution No. 2005 -02 was
adopted on January 18, 2005 making the required findings for each significant effect and a
IM DOLINGER1714685.1 -1-
011207- 04706083 Ordinance No. 2007 -02
Statement of Overriding Considerations, and a Mitigation and Monitoring Program was adopted in
connection with the Project.
C. The proposed development agreement between the City of Gilroy and the
Developers has been presented to and reviewed by the City Council. A public hearing on the
proposed agreement was held before the Planning Commission on December 7, 2006, for which
public notice was given as provided by law, at which time the Planning Commission considered the
public testimony, the staff report dated November 30, 2006, and all other documentation related to
application M 05 -05, and, following the hearing, the Planning Commission recommended approval
of the Development Agreement, with the condition that the applicant pay all City staff and attorney
fees associated with the development agreement upon its execution.
B. A public hearing on the proposed development agreement was held before the City
Council on December 18, 2006, for which public notice was given as provided by law, and at which
all persons desiring to be heard were given an opportunity to be heard. The City Council has duly
considered all testimony received, both oral and written.
F. At its December 18, 2006 public hearing, pursuant to CEQA, the City Council
adopted the Negative Declaration prepared for an application to amend the Hecker Pass Specific
Plan (GPA 06 -02), and adopted the Negative Declaration prepared for Application A/S 05 -54, the
Hecker Pass Special Use District Backbone Infrastructure Master Plan.
SECTION II.
FINDINGS AND DETERMINATIONS
Therefore, on the basis of the foregoing Recitals and the specific conclusions set forth
below, the City Council finds and determines that:
1. The development agreement is consistent with the objectives, policies, general land
uses and programs specified and contained in the City's General Plan and the Hecker Pass Specific
Plan.
2. The City has taken all steps required by State Law and by CEQA to approve
the development agreement.
1MDOLINGER1714685.1 -2-
011207 -04706083 Ordinance No. 2007 -02
SECTION III.
APPROVAL
The City Council hereby approves entering into the development agreement and authorizes
the Mayor to execute the development agreement between the City of Gilroy and Developers, a
copy of which is attached hereto as Exhibit "A," subject to the condition that Developers pay all
City staff and attorney fees and costs associated with the development agreement prior to the
execution of the agreement by the City.
SECTION IV.
EFFECTIVE DATE
This ordinance shall take effect and be in full force thirty (30) days after its
adoption, and on that same date, the development agreement shall take effect.
SECTION V.
RECORDATION
Not later than ten (10) days after the City's execution of the development agreement, the
City Clerk shall submit the agreement to the County Recorder for recordation.
PASSED AND ADOPTED this 5th day of February, 2007, by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS
ABSENT: COUNCILMEMBERS:
ATTES .
Rho da Pellin, City Clerk
ARELLANO, BRACCO, CORREA,
GARTMAN, VALIQUETTE, VELASCO,
and PINHEIRO
NS- ►M
NONE
APPRO
rt inheiro, Mayor
IMDOLINGER1714685.1 -3-
011207- 04706083 Ordinance No. 2007 -02
EXHIBIT A
RECORDING REQUESTED BY AND
WHEN RECORDED, RETURN TO:
City of Gilroy
7351 Rosanna Street
Gilroy, California 95020
Attention: City Administrator
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
CITY OF GILROY DEVELOPMENT AGREEMENT
RELATIVE TO THE DEVELOPMENT KNOWN AS
HECKER PASS SPECIFIC PLAN
DATED , 2007
HO 182001/537473-1
HECKER PASS DEVELOPMENT AGREEMENT
TABLE OF CONTENTS
PAGE
RECITALS..................................................................................................... ..............................1
AGREEMENTS............................................................................................ ............................... 5
Article 1 DEFINITION OF TERMS ................................................... ............................... 5
1.1 Defined Terms ........................................................................... ............................... 5
1.2 Additional Definitions ............................................................. ............................... 15
Article 2
EFFECTIVE DATE; TERM; EXTENSIONS ................... .............................15
2.1
Dating and Processing of Agreement ...................................... ...............................
15
3.2
2.1.1 Applicable Dates ........................................................ ...............................
15
2.1.2' Execution by City ...................................................... ...............................
16
2.1.3 Recording ..................................................................... .............................16
19
2.2
Term of Agreement .................................................................. ...............................
16
2.3
Extension of Term for Non -RDO Holders ............................... ...............................
16
3.4
2.3.1 Present Status of Non -RDO Holders ......................... ...............................
16
3.5
2.3.2 Extension for Bank/Raleys Property ......................... .........:.....................
16
3.6
2.3.3 Extension for Church Property ................................. ...............................
17
2.4
Extension for Force Majeure ............................................:...... ...............................
17
2.5
Extension by Agreement ............................................................ : ......... ...................
18
2.6
Effect of Expiration of Tenn .................... .:... ...........
18
Article 3
REGULATION OF DEVELOPMENT .............................. .............................18
3.1
Project Development; Control of Development ...................... ...............................
18
3.2
Applicable City. Regulations .................................................... ...............................
18
3.2.1 Future City Regulations ............................................ ...............................
19
3.2.2 Regulation for Health and Safety .............................. ...............................
19
3.2.3 Construction Codes ................................................... ...............................
20
3.3
Effect of Agreement ................................................................. ...............................
20
3.4
Other Governmental Approvals ............................................... ...............................
20
3.5
Effect of Termination ................................................... :..........................................
20
3.6
Operating Memoranda ............................................................. ...............................
20
3.7
Timing of Development; Obligation to Develop ..................... ...............................
21
3.8
Public Financing Districts ........................................................ ...............................
21
Article 4 APPLICANT'S VESTED RIGHTS .................................. ............................... 22
4.1 Applicant's Vested Rights as to the Project ............................. ............................... 22
4.2 Applicant's Vested Rights to RDO Allocations ...................... ............................... 22
4.2.1 Grant of RDO Allocations to Subject Property ........ ............................... 22
4.2.2 Use of RDO Allocations ........................................... ............................... 23
4.2.3 Applicant's Coordinator ............................................ ............................... 23
H0182001/537473 -1
4.2.4 Second Units ..... :.: ........................ : ... ::...................................................... 24
4.3 Commercial Development ....................................................... ............................... 24
4.4 Agricultural Use.......: .................................................:............. ..::........................... 24
4.5 Community Facilities ............................................................... ............................... 24
4.6 City Services ............................................................................ ............................... 24
Article 5 ENTITLEMENT AND PERMIT PROCESSING ........... ............................... 25
5.1 Review and Processing of City Approvals .............................. ............................... 25
5.1.1 Timely Processing by City ........................................ ............................... 25
5.1.2 Environmental Review ............................................. ............................... 25
5.1.3 Consultant Assistance ............... ............................... .............
.................
.. 25
5.2 Further Consistent Discretionary Actions .............................. ................... ............. 25
5.3 Term of Tentative Subdivision Maps and Other Approvals ................................... 26
5.4 Survival of Vesting Map Rights .............................................. ............................... 26
5.5 Applicant's Right to Rebuild .... ............................... ............. 26
... ...............................
Article 6
APPLICANT'S OBLIGATIONS ...................................... ...............................
26
6.1
Applicant's Obligations for Conditions of Approval ............... ...............................
26
6.2
Applicant's Obligations for Infrastructure ............................... ...............................
27
7.3
6.2.1 Major Public Improvements ..................................... ...............................
27
7.4
6.2.2 Other Infrastructure ................................................... ...............................
27
6.2.3 Applicable Standards .................................................... I..........................'..
27
6.2.4 Protection of Residents from Construction Traffic ... ...............................
27
7.5
6.2.5 Partial Completion of Infrastructure ......................... ...............................
27
7.6
6.2.6 Model Homes ............................................................ ...............................
28
6.3
Maintenance Obligations ... :.................... ... ........
....................... ...............................
28
6.3.1 Applicant's Maintenance Obl igations ....................... ...............................
28
6.3.2 City's Maintenance Obligations ................................................... :..........
28
6.4
Qualifications of Obligations of Raleys and Bank .................. ...............................
29
6.4.1 No Joint Liability ...................................................... ...............................
29
6.4.2 Reimbursement Obligations ..................................... ...............................
29
Article 7 CITY FEES AND EXACTIONS; APPLICANT CREDITS AND
HO 182001/537473 -1 ii
REIMBURSEMENTS........................................................ ...............................
29
7.1
Existing City Fees .................................................................... ...............................
29
7.2
Future Fees ....................................:.......................................... ...............................
29
7.3
Limit on City's Ability to Impose or Increase Exactions ........ ...............................
29
7.4
Applicant Payment of Fees; City Credits and Reimbursements— ..........................
30
7.4.1 Payment of Fees ........................................................ ...............................
30
7.4.2 City Credits and Reimbursement .............................. ......... .I.....................
30
7.5
Reimbursement by Other Development ................................... ...............................
30
7.6
Habitat Conservation Plan Fee ................................................. ...............................
30
7.6.1 HCP Advance Contribution ...................................... ...............................
30
7.6._2 HCP Advance Credit and Refund ............................. ...............................
31
7.6.3 No Other HCP Payment ............................................ ...............................
31
7.6.4 No City Obligation ............ ..............................:
HO 182001/537473 -1 ii
7.7 Public Benefit Fee ........ :::::: ........................ : ... :.:...................................................... 31
Article 8
TRANSFERS AND ASSIGNMENTS; MORTGAGEES ..............................
32
8.1
Right to Transfer ...................................................................... ...............................
32
8.2
Conditions on Right to Transfer .............................................. ...............................
32
8.2.1 No Event of Default .................................................. ...............................
32
8.2.2 Assumption Agreement ............................................ ...............................
32
.8.2.3 Processing of Transfer Documents ..........................................................
....... ...............................
32
8.3
Transfer to Affiliate ................................................................. ...............................
33
8.4
Mortgagee and Foreclosure Purchaser as Transferee .............. ...............................
33
8.5
Effect of Transfer ..................................................................... ...............................
33
8.6
Right of Transferor to Cure ...................................................... ..:............................
33
8.7
Rights to Credits and Reimbursements .................................... ...............................
33
8.8
Partial Transfer ......................................................................... ...............................
33
8.9
Mortgagee Protection ................................................................ ...............................
34
8.10
Mortgagee Not Obligated; Mortgagee as Transferee .............. ...............................
34
8.11
Notice of Default to Mortgagee; Right of Mortgagee to Cure ...............................
34
8.12
Rights of Mortgagees to Credits and Reimbursements .............. .............................35
Article 9 AMENDMENT OF DEVELOPMENT AGREEMENT . ............................... 35
9.1 Amendment of Agreement by Applicant and City ................... ............................... 35
9.2 No Amendments to Agreement for Minor Deviations to Standards ........................ 35
Article 10 ANNUAL REVIEW OF COMPLIANCE; CERTIFICATES .......................36
10.1 Annual Review ........................................................................ ..:............................ 36
10.2 Procedure to Initiate . Review ................................................... ............................... 36
10.3 City Administrator's Proceeding ............................................ ............................... 36
10.4 City Council Hearing .............................................................. ............................... 36
10.5 Certificate of Compliance ....................................................... ......:........................ 37
10.6 Estoppel Certificate ................................................................. ............................... 37
Article 11 PERMITTED DELAYS; SUPERSEDURE BY SUBSEQUENT LAWS ..... 38
11.1 Permitted Delays ..:.................................................................. ........:...................... 38
11.2 Supersedure by Subsequent Laws ........................................... ............................... 38
11.2.1 Effect of Conflicting Law ........................................ ........ ........................ 38
11.2.2 Contest of New Law ................................................ ............................... 38
Article 12 EVENTS OF DEFAULT; REMEDIES; ATTORNEYS' FEES .................... 39
12.1 Events of Default .................................................................... ............................... 39
12.2 Remedies ................................................................................... .............................39
12.2.1 Proceedings Before Termination by City ................ ............................... 39
12.2.2 Specific Performance or Other Remedies ................ ............................... 40
12.2.3 Limitation on Remedy ............................................. ............................... 40
12.3 Waiver; Remedies Cumul ative ............................................... ............................... 41
12.4 Litigation Expenses .................. ........................ 41
....................... .............................:.
12.5 Limitations on Actions of Third Persons ................................ ............................... 41
HO 182001/537473-1 ill
12.6 Nonliability of Officials and Employees of City .................... ............................... 41
12.7 Nonliability of Individuals Affliliated with Applicant ........... ............................... 41
12.8 Default Notices ....................................................................... ............................... 42
12.9 Several Obligations of Members of Applicant ....................... ............................... 42
Article 13 INDEMNITY; INSURANCE ............................................... .............................42
13.1 Applicant Indemnity and Defense .......................................... ............................... 42
13.1.1 Applicant's Indemnity ............................................. ............................... 42
13.1.2 Defense of Legal Action .......................................... ............................... 43
13.2 Insurance ................................................................................. ............................... 44
Article 14 TERMINATION OF AGREEMENT FOR OTHER THAN
DEFAULT........................................................................... ............................... 44
14.1 Termination Upon Completion of Development .................... ............................... 44
14.2 Release of Parcels From Agreement ...................................... ............................... 44
14.2.1 Single Family Parcels and Condominium Units ....... ............................... 44
14.2.2 Other Parcels ............................................................. ............................... 45
14.2.3 Documentation of Termination ................................. ............................... 45
14.2.4 Sale Not a Transfer ................................................... ............................... 46
14.3 Effect of Termination Upon Applicant Obligations ............... ............................... 46
14.4 Effect of Termination Upon City Obligations ........................ ............................... 46
Article 15 CONCLUDING GENERAL PROVISIONS ...................... .............................46
15.1 Covenants Running with the Land .......................................... ...............................
46
15.2 Interests of Other Owners ....................................................... ...............................
46
15.3 Applicable Law; Venue .......................................................... ...............................
47
15.4 Severability ............................................................................. ...............................
47
15.5 Gender; Numbers .................................................................... ..........I.....................
47
15.6 Interpretation of Agreement .................................................... ...............................
47
15.7 Negation of Partnership; Third Party Beneficiaries ................ ...............................
47
15.8 Approvals .................................................................................. .............................48
15.9 Not a Public Dedication; Applicant Acknowledgements ....... ...............................
48
15.10 Entire Agreement .................................................................... ...............................
48
15.11 Counterparts ............................................................................ ...............................
48
15.12 Mitigation of Damages ........................................................... ...............................
48
15.13 Further Assurances and Cooperation; Covenant to Sign Documents ....................
49
15.14 Covenant of Good Faith and Fair Dealing .............................. ...............................
49
15.15 References; Terminol ogy ........................................................ ...............................
49
15.16 Irregularity in Proceeding ....................................................... ...............................
49
15.17 Time of the Essence ................................................................ ...............................
49
15.18 Incorporation of Recitals and Exhibits ................................... ...............................
50
15.18.1 Recitals ...................................................................... .............................50
15.18.2 Exhibits ................................................................... ...............................
50
15.19 Notices and Initial Addresses .................................................. ...............................
50
15.20 Authority ................................................................................. ...............................
53
H01 82001 /537473 -1 iv
Exhibits:
Exhibit A
Legal Descriptions and Plats of the Subject Property
Exhibit A -1
Map of Subject Properties
Exhibit B
Approved Entitlements
Exhibit C
Narrative Description of the Project.
Exhibit D
Form of Assignment and Assumption Agreement
Exhibit E
Omitted
Exhibit F
Summary of Major Public Improvements and Phasing
Exhibit F -1
Map of Residential Clusters and Development Areas
Exhibit F -2
Major Public Improvements Conceptual Diagrams
Exhibit G
Residential Development Allocations.
Exhibit H
Omitted
Exhibit I
City Fees /Taxes in Effect as of Adoption Date
H0182001 /537473 -1 v
,CITY OF GILROY
HECKER PASS DEVELOPMENT AGREEMENT
THIS HECKER PASS DEVELOPMENT AGREEMENT. (this "Agreement ") is
dated , 2007, for reference purposes only and is made and entered into by and
between the CITY OF GILROY, a charter city and political subdivision of the State of California
( "City ") and Hoey Ranch Co., a California General Partnership ( "Hoey North "), Hoey Family
Partnership, a California Limited Partnership ( "Hoey South "), Goldsmith Seeds, Inc., a
California corporation ( "Goldsmith "), The Ernest E. Filice Family Trust dated January 28, 1986
( "Ernie Filice Trust "), The Ellen F. Filice Family Trust (Exemption Trust) UTD May 3, 1990,
as amended ( "Ellen Filice Trust "), Fratelli Ranch, LLC, a California limited liability company
( "Fratelli "), The Jess V. Arias and Josephine Arias Revocable Living Trust ( "Arias Trust "),
South Valley National Bank, a division of Pacific Capital Bank, N. A. ( "Bank "), Raley's, a
California corporation ( "Raleys "), Joseph P. and Patricia E. Giacalone, husband and wife
( "Giacalone "), Donald C.. Christopher, an individual ( "Christopher "), The D'Arpino Revocable
Trust ( "D'Arpino Trust "), and South Valley Community Church Inc., a California non -profit
corporation ( "Church "), pursuant to the authority of Article 2.5, Chapter 4, Division 1, Title 7
(Section 65864 et seq.) of the Government Code relating to Development Agreements.
RECITALS
A. These Recitals refer to and utilize terms which are defined in this Agreement, and
the Parties refer to those definitions in conjunction with their use in these Recitals and in this
Agreement.
B. In order to strengthen the public land use planning process, to encourage private
participation in the process, to reduce the economic risk of development and to reduce the waste
of resources, the Legislature adopted California Government Code sections 65864 to 65869.5
(the "Development Agreement Law "). The City Council of City has also adopted procedures to
implement the Development Agreement Law, by Resolution No. 2002 -61 adopted on August 5,
2002 (the "Development Agreement Procedures ").
C. The Development Agreement Law authorizes cities I and counties to contract with
private interests for their mutual benefit in a manner not otherwise available to the contracting
parties. Such agreements, as authorized by the Development Agreement Law, can assure
property developers they may proceed with projects assured that approvals granted by public
agencies will not change during the period of development of their projects except as may be
provided in such agreements. Cities and counties are equally assured that costly infrastructure
such as roads, sewers, schools, parks, recreational facilities, drainage facilities, fire protection
facilities, and police protection facilities, will be available at the time. development projects come
on line within their jurisdictions. The Development Agreement Procedures establish the authority
and procedure for review and approval of proposed development agreements by City.
HO 182001/537473 -1
D. This Agreement relates to an overall plan of development for the western portion
of the City of Gilroy covered by the Hecker Pass Specific Plan (the "Specific Plan ") and known
as the "Specific Plan Area." The members of Applicant propose development as summarized in
Exhibit C (the "Project "), on a portion of the Specific Plan Area which is the property subject to
this Agreement (the "Subject Property ") as described in Exhibit A and shown in Exhibit A -1.
E. Each member of Applicant holds a legal or equitable interest in a portion of the
Subject Property as follows, and therefore has a sufficient interest to enter into a development
agreement with City pursuant to the Development Agreement Law and Development Agreement
Procedures. All of the Subject Property is sufficiently controlled by the members of Applicant to
qualify for inclusion in this Agreement as required by Government Code Section 65865. .
(1) Hoey North owns the portion identified as Assessor Parcel No. 783 -04-
019 (the "Hoey North Property ").
(2) Hoey South owns the portion identified as Assessor Parcel No. 810 -20-
011 and the western part of Assessor Parcel No. 810 -20 -013 (the "Hoey West Property ") and
the eastern part of Assessor Parcel No. 810 -20 -013 (the "Hoey East Property ").
(3) Goldsmith owns the portion identified as Assessor Parcels Nos. 810 -21-
001 and 810 -20 -005 (together, the "Goldsmith Property ").
(4) Ernie Filice Trust and Ellen Filice Trust each own an interest in the
portion identified as Assessor Parcel No. 810 -21 -003 (the " Filice Property ").
(5) Fratelli owns the portion identified as Assessor Parcel No. 810 -21 -007
(the "Fratelli Property ").
(6) Arias Trust owns the portion identified as Assessor Parcel No. 810 -20 -004
(the "Arias Trust Property ").
(7) Bank and Raleys each own an interest in the portion identified as Assessor
Parcel No. 810 -20 -015 (the "Bank/Raleys Property ").
(8) Giacalone, Christopher and D'Arpino Trust each own an interest in the.
portion identified as Assessor Parcel No. 810 -20 -006 (the "Giacalone Property "). Joseph and
Patricia Giacalone hold their interest in the Giacalone Property as community property. ,
(9) Church owns the portion identified as Assessor Parcels Nos. 810 -21 -004
and 810 -21 -005 (together, the "Church Property ").
F. City has enacted a Residential Development Ordinance, currently found in
Section 50.60 et seq. of the Gilroy Municipal Code (the "RDO Ordinance "), which regulates
the timing of residential development in the City of Gilroy.
H0182001 /537473 -1 2
G. City entered into a Residential Development Ordinance Performance Agreement
dated September 25, 2002 (the "RDO Agreement'), which granted allocations for 427 dwelling
units pursuant to the RDO Ordinance (the "RDO Allocations ") for use on the portion of the
Subject Property owned by Hoey North, Hoey South, Goldsmith, Ernie Filice Trust, Ellen Filice
Trust, Fratelli and Arias Trust (collectively, the "RDO Holders" and individually, an "RDO
Holder ") and specified certain terms and schedules for such use.
H. Applicant applied for approval of this Agreement in order to (i) vest the land use
policies established in the General Plan and other Existing City Regulations as of the Adoption
Date, and (ii) memorialize certain agreements made between City and Applicant with respect to
development of the Project and implementation of the Specific Plan. City and Applicant
acknowledge that development and construction of the Project is a large -scale undertaking
involving major investments by Applicant. Thus, certainty that the Project can be developed and
used in accordance with the General Plan and other Existing City Regulations will benefit City
and Applicant and will provide the Parties certainty with respect to implementation of the
policies set forth in the General Plan and the Project Approvals.
I. City is willing to enter into this Agreement to (i) eliminate uncertainty in the
comprehensive development and planning of the Project; (ii) secure orderly development; (iii)
meet the goals and objectives of the General Plan, the Specific Plan and the Project Approvals;
and (iv) provide significant new recreational and open space opportunities for City residents.
J. City and Applicant have, in good faith, negotiated the terms of this Agreement
hereinafter set forth. Said terms are consistent with the legislative purposes set forth above and
will assure City, Applicant and the residents of Gilroy that the Subject Property and the Specific
Plan Area will be developed in a manner consistent with the laws of the State of California and
the ordinances, policies, procedures and adopted plans of the City, including the General Plan
Amendment and the Zoning Amendment (as defined below).
K. On December 20, 2004, in support of the various entitlements and approvals
needed to adopt and implement the Specific Plan and to build the Project on the Subject
Property, and in accordance with "CEQA" (as defined in Section 1.1), the City Council of City
certified as adequate and complete a Final Environmental Impact Report ( "FEIR ") for the
Specific Plan. On January 18, 2005, the City Council of City by Resolution No. 2005 -02
affirmed its certification, adopted certain findings in support of its consideration of the Specific
Plan and Project, and adopted the Mitigation Monitoring Program. Except as potentially required
for subsequent entitlements and approvals, no further environmental documentation is
anticipated to develop the Project.
L. Following public hearings and consideration of the FEIR, on January 18, 2005,
the City Council of City by Resolution No. 2005 -03 (1) approved amendments to the Gilroy
General Plan (the "General Plan Amendment') intended to assure consistency between the
Specific Plan and the General Plan, and (2) approved the Specific Plan covering the Specific
Plan Area.
H01 82001/537473-1 3
M. Following public hearings and consideration of the FEIR, on February 7, 2005 the
City Council of City by Ordinance No. 2005 -02 approved text amendments to the Gilroy Zoning
Ordinance (as defined below) and rezoning of the Subject Property (the "Zoning Amendment ")
to assure consistency with the Specific Plan.
N. Following preparation of a mitigated negative declaration (the "SPA - MND ")
pursuant to CEQA, and following public hearings and consideration of the FEIR and the SPA -
MND, the City Council of City on December 18, 2006 adopted the SPA -MND and on January
22, 2007 by Resolution No. 2007- approved text and map amendments to the Specific Plan
that (1) revised the terms for transferring RDO Allocations among residential clusters in the
Specific Plan Area and (2) deleted construction of the East Intersection on Hecker Pass Highway
(the "Specific Plan Amendment ").
O. Following preparation of a mitigated negative declaration (the "Backbone
MND") pursuant to CEQA, and following public hearings and consideration of the FEIR, SPA -
MND and Backbone MND, the City Council of City on December 18, 2006 adopted the
Backbone MND and on January 22, 2007 by Resolution No. 2007- approved the Hecker
Pass Special Use District Backbone Infrastructure Master Plan A/S 05 -54 (the "Backbone
Plans ") authorizing construction of the Major Public Improvements.
P. Development of the Subject Property pursuant to the terms and conditions of the
various entitlements and approvals described in Exhibit B (the "Approved Entitlements "), the
provisions of the City of Gilroy General Plan and the mitigation measures provided for in the
FEIR (as modified by the City Council), the SPA -MND and the Backbone MND will provide for
orderly growth and development consistent with the General Plan, the RDO Ordinance and other
development policies and programs of City.
Q. On December 7, 2006, after due review of and report on Applicant's application
for this Agreement by City staff, and consideration of all other evidence heard and submitted at a
duly noticed public hearing held on December 7, 2006, pursuant to the Development Agreement
Law and the Development Agreement Procedures, the Gilroy City Planning Commission,
designated by City as the Planning Agency for purposes of Development Agreement review
pursuant to Government Code Section 65867, (i) found and determined that consideration of this
Agreement complies with the FEIR, the SPA -MND and the Backbone MND, and that this
Agreement is consistent with the objectives, policies, land uses and programs specified in the
General Plan and in the other Existing City Regulations pertaining thereto, and (ii) recommended
that the City Council approve this Agreement based on the foregoing findings.
R. On December 18, 2006, the City Council held a duly noticed public hearing on
this Agreement pursuant to the requirements of the Development Agreement Law and the
Development Agreement Procedures. After due review of and report on Applicant's application
for this Agreement by City staff, consideration of the Planning Commission's recommendations
thereon and of all other evidence heard and submitted at such public hearing, and consideration
of the record as a whole, including the FEIR, the SPA -MND and the Backbone MND, the City
Council of City on January 22, 2007 introduced Ordinance No. 2007- and on February 5,
2007 adopted Ordinance No. 2007- (the "Enacting Ordinance ") approving this Agreement,
H0182001/537473-1 4
finding and determining in connection therewith that this Agreement is consistent with the
objectives, policies, land uses and programs specified in the General Plan, the Specific Plan, and
the other Existing City Regulations pertaining thereto, all pursuant to Section 65867.5 of the
Development Agreement Law.
S. City and Applicant have taken all actions mandated by and fulfilled all `
requirements set forth in the Development Agreement Law and the Development Agreement
Procedures.
T. Having duly considered this Agreement and having held the noticed public
hearings, City finds and declares that the provisions of this Agreement are consistent with the
City's General Plan, the Specific Plan, and the approved mitigation measures set forth in the
FEIR (as modified by City), the SPA -MND and the Backbone MND and in the Mitigation
Monitoring Program.
AGREEMENTS
NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Law
and the Development Agreement Procedures, and in consideration of the .foregoing Recitals and
the mutual covenants and promises of the Parties herein contained, the Parties agree as follows:
ARTICLE 1
DEFINITION OF TERMS
1.1. Defined Terms. As used in this Agreement, the following terms, phrases and
words shall have the meanings and be interpreted as set forth in this Section.
"Adoption Date" means the date the City Council adopted the Enacting Ordinance
enacting this Agreement.
"Affiliate" means any Person directly or indirectly controlled by, controlling, or under
common control of, another Person; any Person resulting from the merger or consolidation of a
Person with another Person; any Person which acquires the controlling interest in the assets of
another Person as a going concern; or any parent of a Person, any subsidiary of a Person, or any
subsidiary of a parent of a Person, including, for purposes of the foregoing, any parent or
subsidiary through one or more parents or subsidiaries owned or controlled by such parent or
subsidiary.
"Applicable City Regulations" means the Existing City Regulations; and such other
Future City Regulations otherwise applicable to development of the Subject Property pursuant to
Section 4.2.
"Applicant" means, individually and collectively, Hoey North, Hoey South, Goldsmith,
Ernie Filice Trust, Ellen Filice Trust, Fratelli, Arias Trust, Bank, Raleys, Giacalone, Christopher,
H0182001/537473 -1 5
D'Arpino Trust, and Church. The term shall also include any person or entity which has acquired
all of the interests of a member of Applicant in a portion of the Subject Property and which, in
accordance with the requirements of Article 9, has agreed to assume each and every liability of ,
Applicant to City under this Agreement. Unless specified to the contrary, where this Agreement.
refers to some obligation, right or action of "Applicant ", such reference shall mean all the
members of Applicant unless the context indicates otherwise. Where this Agreement refers to "a
member of Applicant" or "the responsible member of Applicant" it shall be read to apply to one
of the named entities constituting Applicant or its successor in interest, as such entity may be
associated with the circumstances of the provision in question.
"Applicant's Representatives" means the officers, directors, shareholders, managers,
partners, members, trustees, employees, consultants and agents of a member of Applicant, as
used in Section 13.7; provided, such term shall not apply to any named member of Applicant
itself.
"Approved Entitlements" has the meaning set forth in Recital N and Exhibit B.
"Arias Trust" has the meaning set forth in the Preamble to this Agreement.
"Arias Trust Property" has the meaning set forth in Recital E.
"Assumption Agreement" means an agreement as described in Section 8.2.2 and as
shown in Exhibit D, executed by either a member of Applicant and a Transferee or by a
Transferor and a Transferee, in which a Transferee acquiring an interest in any portion of the
Subject Property expressly assumes various obligations relating to the development of the
Project, or portion thereof which are imposed upon Applicant under the terms of this Agreement.
"Backbone MND" has the meaning set forth in Recital O.
"Backbone Plans" has the meaning set forth in Recital O.
"Bank" has the meaning set forth in the Preamble to this Agreement.
"Bank/Raleys Property has the meaning set forth in Recital E.
"Caltrans" means the California Department of Transportation.
"CEQA" means collectively (1) the California Environmental Quality Act, California
Public Resources Code section 21000 et seq.; and (2) the State CEQA Guidelines, 14 California
Code of Regulations section 15000 et seq.
"Christopher" has the meaning set forth in the Preamble to this Agreement.
"Church" has the meaning set forth in the Preamble to this Agreement.
"Church Detention Facility" has the meaning set forth in Exhibit F.
"Church Property" has the meaning set forth in Recital E.
H01 82001 /537473 -1
"City" means the City of Gilroy, or its designee.
"City Administrator" means the appointed City Administrator of the City of Gilroy, or
his/her designee.
"City Approvals" means the Approved Entitlements and all land use and building
entitlements, permits and approvals related to implementing this Agreement, developing the
Subject Property or building the Improvements, including but not limited to P.U.D. Zoning,
architecture and site approval, variances, site development plans, subdivision improvement plans
and agreements, building plans and permits, specifications, landscape plans, grading plans and
permits, parcel maps, tentative subdivision maps, final subdivision maps (including phased final
subdivision maps), amendments to maps, lot line adjustments, covenants for easements,
resubdivisions, use permits and certificates of occupancy. City Approvals also includes any
applications, permits and approvals required to complete the Improvements in accordance with
the Collective Standards, including, without limitation, those related to: (i) clearing the Subject
Property; (ii) grading the Subject Property; (iii) constructing roads, traffic signals, storm drainage
facilities, sewer facilities, and other utility facilities and connections; (iv) constructing water
production and delivery facilities and storage tanks; and (v) constructing all structures and
facilities accessory thereto subject to the limitations set forth in the Collective Standards. City
Approvals also means all environmental approvals City may determine necessary under CEQA
in addition to the FEIR, the SPA -MND and the Backbone MND to support the Subsequent
Approvals.
"City Council" means the City Council of the City of Gilroy, or its designee.
"City Development Fees" means all fees or assessments imposed by City in connection
with any City Approval to defray the cost of public services or facilities or imposed for a public
purpose, other than City Processing Fees and Utility Rates or Fees.
"City Processing Fees" means all fees and charges adopted by City and levied or
assessed for the purpose of defraying City's reasonable costs incurred or to be incurred in the
processing or administration of any form of regulatory permit, license, or land use entitlement, or
the performance of any discretionary, ministerial, clerical or other action, or required for
reviewing and processing applications for Subsequent City Approvals, including but not limited
to fees for compliance with CEQA.
"City Regulations" means the Gilroy General Plan, the Specific Plan, and all the
ordinances, resolutions, codes, rules, regulations, policies, guidelines, procedures or other
standards of City in effect as of the time in question, determined in accordance with the
provisions of this Agreement, including without limitation the City Standards and the
Construction Codes.
"City Standards" means the standards for the design, installation and construction of the
Major Public Improvements contained in City Regulations, including the Construction Codes, as
they may be modified or superceded by the Improvement Standards.
H0182001/537473-1 7
"Collective Standards" means:
(a) The provisions of this Agreement;
(b) Subsequent Approvals;
(c) Existing City Regulations; and
(d) Terms and conditions set forth in any City Approval required in
connection with development of the Project.
"Conceptual Backbone Diagrams" has the meaning set forth in Exhibit F.
"Construction Codes" means the City Regulations pertaining to or imposing life safety,
fire protection, mechanical, electrical and/or building integrity requirements with respect to the
design and construction of buildings and building- related improvements.
"Coordinator" means the person designated by Applicant for communicating details of
RDO Allocation usage to City, as further described in Section 4.2.3.
"D'Arpino Trust" has the meaning set forth in the Preamble to this Agreement.
"Days" means calendar days. If the last day to perform an act under this Agreement is a
Saturday, Sunday, or Legal Holiday of the State of California, said act may be performed on the
next succeeding calendar day that is not a Saturday, Sunday, or Legal Holiday of the State of
California and in which the offices of City are open to the public for business.
"Dedicate" means an irrevocable offer to make a dedication of land and/or improvements
to City.
"Dedication" means an Exaction comprised of land and /or improvements required to be
Dedicated to City.
"Defaulting Member" has the meaning set forth in Section 12.9.
"Developer Agent" means a developer or builder operating under contract with a
member of Applicant to acquire a portion of the Subject Property or otherwise acting on behalf
of a member of Applicant for the purpose of constructing Improvements and /or developing a
portion of the Subject Property.
"Development Agreement Law" means Government Code sections 65864 - 65859.5, as
described in Recital B, as the same may be amended from time to time. The Development
Agreement Law shall govern in the event of any conflict with the Development Agreement
Procedures or any other City Regulation.
"Development Agreement Procedures" means Resolution No. 2002 -61 adopted by the
City Council of City on August 5, 2002, as described in Recital B.
H0182001 /537473 -1 8
"Director" means the Community Development Director for the City of Gilroy, or
designee.
"East Detention Facility" has the meaning set forth in Exhibit F.
"East Development Area" has the meaning set forth in Exhibit F.
"East Intersection" has the meaning set forth in Exhibit F.
"East Outfall" has the meaning set forth in Exhibit F.
"East Residential Cluster" has the meaning set forth in Exhibit F.
"Effective Date" means the date that is thirty (30) days after the Adoption Date;
provided, the Effective Date shall be extended, as necessary, by any referendum challenging this
Agreement, the response of the City Council thereto, litigation filed challenging this Agreement,
or similar events warranting such extension as City and Applicant may so determine.
"Ellen Filice Trust" has the meaning set forth in the Preamble to this Agreement.
"Emergency Vehicle Access". or "EVA" has the meaning set forth in Exhibit F.
"Enacting Ordinance" has the. meaning set forth in Recital R.
"Equivalent Unit Cost Share" has the meaning set forth in Section 6.4.1(b).
"Ernie Filice Trust" has the meaning set forth in the Preamble to this Agreement.
"Event of Default" means a material failure of performance, or unreasonable delay in
performance, by any Party to this Agreement, of any of the. terms and conditions of this
Agreement which that Party has a duty, to perform. When any Party to this Agreement has
committed an Event of Default, to the extent that said Event of Default proximately causes
delays in any other Party's performance required by this Agreement, said delay in performance
caused by the Event of Default shall not constitute an Event of Default by the Party whose
performance was thereby delayed. All the foregoing is further governed by Article 12.
"Exaction" means a fee, Dedication or reservation requirement, an obligation for on -site
or off -site improvements or construction of public improvements, or an obligation to provide
services, in connection with development of the Subject Property. For purposes hereof,
Exactions include mitigation measures imposed or adopted pursuant to CEQA.
"Existing City Fees" means those City Development Fees, City Processing Fees, and
Utility Rates and Fees in effect as of the Adoption Date as specified in Exhibit I, as further
discussed in Article 7.
"Existing City Regulations" means all the City Regulations in the form in effect as of
the Adoption Date, including but not limited to the Approved Entitlements.
110182001/537473-1 9
"Expiration Date" has the meaning set forth in Section 2.2.
"Filice" means Ernie Filice Trust and Ellen Filice Trust.
"Fee Schedule" has the meaning set forth in Exhibit I
"Filice Property" has the meaning set forth in Recital E.
"Final Environmental Impact Report" or "FEIR" means the Hecker Pass Specific
Plan/South Valley Community Church Final Environmental Impact Report prepared on behalf of
City for approval of the Approved Entitlements and Subsequent Approvals, certified by the City
Council on December 20, 2004 which certification was affirmed by Resolution No. 2005 -02 of
the City Council adopted on January 18, 2005, and the accompanying Mitigation Monitoring
Program.
"Force Majeure" means a delay in performing any obligation under this Agreement, or a
delay in the ability to exercise the rights granted under this Agreement, caused by reason of
events beyond the reasonable control of a Party, including but not limited to acts of God or civil
commotion; war or insurrection; acts of terrorism or related governmental security measures;
riots, strikes, picketing, or other labor disputes; shortage of materials or supplies; fire, flood,
earthquake, or other casualties; restrictions or delays imposed or mandated by Responsible
Agencies of other governmental entities, including but not limited to any moratorium or other
restriction whether directly or indirectly imposed on Applicant or the Subject Property;
enactment of Laws which prevent or preclude compliance by a Party with any material provision
of this Agreement; litigation brought by Persons other than a Party, or an Affiliate of a Party; and
acts (or failure to act when action is required) or neglect of another Party.
"Foreclosure Purchaser" means any Person other than a Mortgagee that acquires title to
a portion of the Subject Property at a foreclosure sale.
"Fratelli" has the meaning set forth in the Preamble to this Agreement.
"Fratelli Property" has the meaning set forth in Recital E.
"Future City Regulations" has the meaning set forth in Section 3.2.1.
"General Plan Amendment" has the meaning set forth in Recital L.
"Giacalone" has the meaning set forth in the Preamble to this Agreement.
"Giacalone Property" has the meaning set forth in Recital E.
"Gilroy General Plan" means the General Plan of the City of Gilroy as amended by the
General Plan Amendment.
"Gilroy Subdivision Ordinance" means the Subdivision Ordinance of the City of
Gilroy, currently found in Chapter 21 of the Gilroy Municipal Code, as amended.
HO 182001/537473-1 10
"Gilroy Zoning Ordinance" means the Zoning Ordinance of the City of Gilroy as
amended by the Zoning Amendment.
"Goldsmith" has the meaning set forth in the Preamble to this Agreement.
".Goldsmith Property" has the meaning set forth in Recital E.
"HCP" means the Santa Clara Valley Habitat Conservation Plan/Natural Communities
Conservation Plan (SCVHCPNCCP), as further discussed in Section 7.6.
"HCP Advance" has the meaning set forth in Section 7.6.1.
"Hecker Pass Special Use District" refers to the land use designation applied to the
Specific Plan Area by the General Plan.
"Hoey North" has the meaning set forth in the Preamble to this Agreement.
"Hoey North Property" has the meaning set forth in Recital E.
"Hoey South" has the meaning set forth in the Preamble to this Agreement.
"Hoey East Property" has the meaning set forth in Recital E.
"Hoey West Property" has the meaning set forth in Recital E.
"Improvements" means all the infrastructure and improvements necessary to support
development and occupancy of the Project on the Subject Property, built both on and off the
Subject Property, including without limitation the Major Public Improvements.
"Improvement Standards" means standards for the design, installation and construction
of the Improvements that City and Applicant anticipate will be processed and considered for
approval by City .together with Applicant's Master P.U.D. Zoning application for the Project.
City acknowledges that the Improvement Standards, if adopted, may differ from related
provisions in the City Standards, and City agrees that such Improvement Standards will govern.
"Indemnify" means an obligation of a Party to indemnify, defend, protect and hold the
other Party, its officials, officers, employees, agents, stockholders, constituent partners and
members of its boards and commissions, harmless from and against Losses.
"Laws" means the Constitution and laws of the State of California, the Constitution of
the United States, and any codes, statutes, regulations, or executive mandates thereunder, as may
be amended, and any court decision, State or federal, thereunder.
"Linear Park" means the DeBell Uvas Creek Park Preserve as defined in Exhibit F.
H0182001 /537473 -1
"Losses" means claims, damages, liabilities, penalties, fines, causes of action, lawsuits
and other proceedings, and costs and expenses in connection therewith, including reasonable
attorneys' fees and costs.
"Major Public Improvements" has the meaning set forth in Section 6.2.1.
"Mitigation Monitoring Program" means the document listing environmental
mitigation measures from the FEIR and describing details for implementation of the measures as
shown in Exhibit A to Resolution No. 2005 -02 adopted by the City Council on January 18, 2005,
as described in Recital K, as such mitigation measures and implementation details may have
been modified by the SPA -MND; provided, as the mitigation measures and implementation
details specified in the Mitigation Monitoring Program were based on program -level plans and
designs and may be superseded by mitigation measures and implementation details adopted as
part of Subsequent Approvals, references to the "Mitigation Monitoring Program" in this
Agreement shall be deemed to refer to the current Mitigation Monitoring Program and its
mitigation measures and implementation details as they may be revised by City from time to
time, without the need for amending this Agreement, including without limitation the mitigation
measures and implementation details adopted from the Backbone MND as part of approving the
Backbone Plans.
"Model Homes" means dwelling units built to demonstrate and promote the sale of other
units in a project, which are not used for permanent residential occupancy until their role in sales
promotion is ended.
"Mortgage" means a mortgage, deed of trust, sale and leaseback arrangement, or other
transaction in which the Subject Property, or a portion thereof or an interest therein, or any
improvements thereon, is conveyed as security or pledged as security.
"Mortgagee" means any Person that is the holder of the beneficial interest under a
Mortgage, or the owner of the Subject Property or the Project, or interest therein, under a
Mortgage, or any Person nominated by any such holder of a Mortgagee interest for the purposes
of holding title to the Subject Property or the Project or any portion thereof after a foreclosure,
transfer in lieu of foreclosure, or termination of any sale leaseback arrangement after a default
thereunder.
"Neighborhood Park" has the meaning set forth in Exhibit F.
"Non -RDO Holders" means Raleys, Bank, Giacalone, Christopher, D'Arpino Trust, and
Church.
"North Channel" has the meaning set forth in Exhibit F.
"North Residential Cluster" has the meaning set forth in Exhibit F.
H0182001 /537473 -1 12
"Occupant" means a Person who buys or occupies four (4) or fewer single- family
parcels with or without residences constructed thereon, or four (4) or fewer residential
condominiums.
"Outparcels" has the meaning set forth in Exhibit G.
"Park Operator" has the meaning set forth in Exhibit F.
"Party" means (a) City on the one hand; and (b) on the other hand, Applicant, each
member of Applicant, any Transferee, or any Mortgagee in possession subject to the limitations
and restrictions upon the rights, duties and privileges of a Mortgagee contained in Article 9,
determined as of the time in question.
"Permit Streamlining Act" means California Government Code section 65920 et seq.
"Person" means an individual, partnership, firm, association, corporation, trust,
governmental agency, administrative tribunal or, other form of business or legal entity.
"Preserve" has the meaning set forth in Exhibit F.
"Project" means the anticipated development of the Subject Property pursuant to the
Specific Plan and the land use categories described in Exhibit C, as provided for in this
Agreement.
"Public Benefit Fee" has the meaning set forth in Section 7.7.
"P.U.D. Zoning" means rezoning of property to "Planned Unit Development" together
with approval of a site - specific development plan pursuant to Section 26 of the Gilroy Zoning
Ordinance.
"Raleys" has the meaning set forth in the Preamble to this Agreement.
"RDO Holders" means Hoey North, Hoey South, Goldsmith, Ernie Filice Trust, Ellen
Filice Trust, Fratelli and Arias Trust, as described in Recital G.
"RDO Ordinance" means the Residential Development Ordinance of the City of Gilroy,
currently found in Section 50.60 et seq. of the Gilroy Municipal Code, as amended.
"RDO Agreement" has the meaning set forth in Recital G.
"RDO Allocation" means the City approval that must be obtained by a member of
Applicant pursuant to the RDO Ordinance before a building permit can be issued for a dwelling
unit, whether granted by the RDO Agreement or separately. An RDO Allocation used by a
member of Applicant within the Subject Property shall be subject to such terms and conditions as
are provided for in this Agreement and the RDO Ordinance.
H0182001 /537473 -1 13
"Responsible Agency" means any governmental or quasi - governmental agency, other
than City or any department or other entity under the control of City, having jurisdiction over or
the authority to regulate development of the Project or construction of the Major Public ,
Improvements.
"Responsible Agency Regulations" means the Laws, ordinances, resolutions, codes,'
rules, regulations and official policies of Responsible Agencies in effect as of the time in
question.
"Sewer Replacement" has the meaning set forth in Exhibit F.
"SPA -MND" has the meaning set forth in Recital N.
"Specific Plan" means the Hecker Pass Specific Plan approved by the City Council by
Resolution No. 2005 -03 adopted on January 18, 2005, as amended by the Specific Plan
Amendment, and as updated to incorporate the changes required by the Mitigation Monitoring
Program.
"Specific Plan Amendment" has the meaning set forth in Recital N.
"Specific Plan Area" means the.western portion of the City of Gilroy covered by the
Specific Plan.
"Subdivision Map Act" means California Government Code section 66410 et seq.
"Subject Property" means the real property in' that portion of the Specific Plan Area that
is subject to this Agreement, as described in Exhibit A.
"Subsequent Approvals" means those City Approvals that are granted to all or a portion
of the Subject Property and the Project following the Effective Date.
"Term" means the term of this Agreement, determined as of the time in question
pursuant to Article 2, unless sooner terminated or expired as provided in this Agreement.
"Transfer" means the sale, assignment, lease, sublease, or other transfer by a member of
Applicant or a Transferee of Applicant of any portion of the Subject Property, or of any right,
duty or obligation under this Agreement, made pursuant to the terms, standards and conditions of
Article 8, including by foreclosure, trustee sale, or deed in lieu of foreclosure, under a Mortgage,
but excluding (i) a Dedication and (ii) a Mortgage, including a transfer or assignment of this
Agreement to a Mortgagee as additional security under a Mortgage, unless the Mortgagee
becomes a Transferee in accordance with Section 8.4. The granting of a non - exclusive easement
or license to any portion of the Subject Property shall not be considered a Transfer under this
Agreement and shall not be subject to the provisions of Article 8.
H0182001 /537473 -1 14
"Transferee" means the Person to whom a Transfer is effected, other than the owner of
any single- family residential lot or other parcel that has been released from liability under this
Agreement pursuant to Section 15.2.
"Transferor" means the Person making a Transfer, whether a member of Applicant or a.
former Transferee.
"Utility Rates or Fees" means rates or charges for water, sewer, storm drainage, solid
waste removal, electrical service, and other utilities and services that are or may be imposed or
collected by City.
"Vested Rights" has the meaning set forth in Section 3.1.
"West Detention Facility" has the meaning set forth in Exhibit F.
"West Development Area" has the meaning set forth in Exhibit F.
"West Intersection" has the meaning set forth in Exhibit F.
"West Outfall" has the meaning set forth in Exhibit F.
"West PG &E Crossing" has the meaning set forth in Exhibit F. I '
"West Residential Cluster" has the meaning set forth in Exhibit F.
"Wireless System Cost Cap" has the meaning set forth in Exhibit F.
"Wireless System" has the meaning set forth in Exhibit F.
"Zoning Amendment has the meaning set forth in Recital M.
1.2. Additional Definitions. The definitions set forth in this Article are not the
exclusive definitions for all terms used in this Agreement and other definitions provided for
terms in other Articles of this Agreement shall be used whenever provided and shall be of
general application in this Agreement.
ARTICLE 2
EFFECTIVE DATE; TERM; EXTENSIONS
2.1. Datiny, and Processing of A2reernent.
2.1.1. Applicable Dates. This Agreement shall be dated as of the Adoption
Date. The rights, duties and obligations of the Parties shall be effective as of the Effective Date.
HO1 82001 /537473 -1 15
2.1.2. Execution by City. Not later than thirty (30) days after the Effective
Date, and assuming City has received this Agreement executed and acknowledged by Applicant,
City by and through its Mayor shall execute and acknowledge this Agreement.
2.1.3. Recording. Not later than ten (10) days after City's execution and
acknowledgment of this Agreement, the City Clerk of City shall cause this Agreement to be
recorded in the Official Records of the County of Santa Clara. If this Agreement is amended,
modified or terminated as provided for in this Agreement, the City Clerk shall, within ten (10)
days after such action takes effect, cause an appropriate notice of such action to be recorded in
the Official Records of the County of Santa Clara.
2.2. Term of Agreement. The Term of this Agreement shall commence on the
Effective Date and shall continue to that date ten (10) full calendar years thereafter, unless
sooner terminated or extended as provided for in this Agreement (the "Expiration Date ").
2.3. Extension of Term for Non -RDO Holders.
2.3.1. Present Status of Non -RDO Holders. The Specific Plan anticipates
residential development of the portion of the Subject Property owned by Raleys and Bank. While
the portion of the Subject Property owned by Church is not currently designated for residential
development in the General Plan or Specific Plan, Church presently intends to obtain approvals
for residential development on a portion of the Church Property, and towards that end Church
has filed an application with City for RDO Allocations under the small projects exemption
category of the RDO Ordinance. Bank, Raleys and Church acknowledge that as of the Effective
Date they are not RDO Holders and do not hold rights to RDO Allocations, and that nothing in
this Agreement commits City to grant them any RDO Allocations, but that nevertheless they
agree to participate in this Agreement. Church also acknowledges that as of the Effective Date
there is no Specific Plan designation or zoning for the Church Property that allows residential
development, and that nothing in this Agreement commits City to approve any such designation
or zoning. Giacalone, Christopher and D'Arpino Trust have no expectation of building housing
on the Giacalone Property.
2.3.2. Extension for Bank/Ralevs Property. Notwithstanding Section 2.2, so
long as before the Expiration Date Raleys and Bank apply for RDO Allocations for the
Bank/Raleys Property, the Term shall be extended only as to the Bank/Raleys Property until City
makes its decision, even if such decision occurs after the Expiration Date that otherwise would
apply. Thereafter, if City decides to grant any RDO Allocations to the Bank/Raleys Property,
whether such decision is made before or after the Expiration Date, the Term shall be further
extended only as to the Bank/Raleys Property to a date five (5) years after the date on which (i)
Raleys and Bank have been granted sixty -one (61) RDO Allocations for use on the Bank/Raleys
Property (such number being the amount of residential development on the Bank/Raleys
Property authorized in the Specific Plan), or such lesser amount that Raleys and Bank confirm is
the maximum they desire, and (ii) Raleys and Bank are allowed to exercise their rights to RDO
Allocations and begin constructing housing; provided, in no event shall the maximum extension
of the Term under this Section 2.3.2 exceed five (5) years beyond the Expiration Date. Raleys
and Bank shall be permitted to accelerate or defer use of their RDO Allocations by up to three
H01 82001/537473-1 16
(3) years, similar to the rights granted the RDO Holders under Exhibit G of this Agreement.
Nothing in this Agreement shall be interpreted as a commitment by City to provide any RDO
Allocations for the Bank/Raleys Property, or as a commitment by Raleys and Bank to apply for
RDO Allocations. This Section 2.3.2 also shall apply if City allows residential development on
the Bank/Raleys Property without RDO Allocations, whether through waiver provisions in the.
RDO Ordinance or otherwise.
2.3.3. Extension for Church Property. Notwithstanding Section 2.2, so long
as before the Expiration Date Church applies for RDO Allocations and other approvals necessary
to build housing on the Church Property, the Term shall be extended only as to the Church
Property until City makes its decision, even if such decision occurs after the Expiration Date that
otherwise would apply. Thereafter, if City both grants the approvals required to build housing on
the Church Property and grants RDO Allocations to the Church Property, whether such decision
is made before or after the Expiration Date, the Term shall be further extended only as to the
Church Property to a date five (5) years after the date on which (i) City grants RDO Allocations
for use on the Church Property, and (ii) Church is allowed to exercise its rights to. the RDO
Allocations and begin constructing housing on the Church Property; provided, in no event shall
the maximum extension of the Term under this Section 2.3.3 exceed five (5) years beyond the
Expiration Date. Church shall be permitted to accelerate or defer use of its RDO Allocations by
up to three (3) years, similar to the rights granted the RDO Holders under Exhibit G of this
Agreement. Nothing in this Agreement shall be interpreted as a commitment by City to grant any
discretionary approval for residential development on the Church Property or to provide any
RDO Allocations for the Church Property, or as a commitment by Church to apply for any
approval for such residential development or for any RDO Allocations. Nothing in this
Agreement .shall be interpreted as a commitment to approve_ any additional residential
development in the Specific Plan Area, notwithstanding that the FEIR studied the potential for
more housing units than are currently designated for possible development in the Specific Plan.
Area, and nothing in this Agreement shall be interpreted as a commitment by City to allow
residential development on the Church Property even if City does decide to allow additional
residential development in the Specific Plan Area. This Section 2.3.3 also shall apply if City
allows residential development on the Church Property without RDO Allocations, whether
through waiver provisions in the RDO Ordinance or otherwise. City agrees that if approvals are
granted allowing residential development on the Church Property, including without limitation
any necessary amendments to the Gilroy General, Plan, Specific Plan or Gilroy Zoning
Ordinance, such approvals shall be deemed Subsequent Approvals. subject to the vested rights
protections provided under this Agreement.
2.4. Extension for Force Maieure. Any event of Force Majeure that delays
Applicant's ability to develop or use the Subject Property or construct or use the Major Public
Improvements as intended under this Agreement, or that interferes with the City's ability to issue
building permits or other approvals required for such development or use, shall serve to extend
the Expiration Date by the amount of such delay, and shall serve to extend the time limits under
this Agreement to use the RDO Allocations granted by City for use on the Subject Property and
any other time limits specified in this Agreement or any other. City Approval; provided, any such
extension beyond five (5) years after the Expiration Date that otherwise would apply shall
110182001/537473-1 17
require City's approval in its discretion after reviewing the relevant circumstances _without any
obligation by City to grant such approval.
2.5. Extension by Agreement. The Expiration Date may be extended at any time by
the mutual agreement of City and one or more members of Applicant and in accordance with the
Development Agreement Procedures and the Development Agreement Law. Any extension shall'
only benefit the parties to the extension and the portions of the Subject Property under the
control of the members of Applicant participating in the extension.. Nothing in this Agreement
binds City to agree to any extension. Any extension not involving all the members of Applicant
who still are subject to this Agreement shall not be materially detrimental to the interests of any
non- participating member of Applicant.
2.6. Effect of Expiration of Term. Except for accrued obligations of a Party, and
obligations and rights stated to continue beyond termination of this Agreement, upon expiration
of theTerm, this Agreement and all of the rights, duties and obligations of the Parties hereunder
shall terminate and be of no further force or effect. Expiration of the Term (including by
termination of this Agreement) shall not affect any right vested under Laws (absent this
Agreement), or other rights arising from City Approvals granted by City for development of all
or any portion of the Project.
ARTICLE 3
REGULATION OF DEVELOPMENT
3.1. Proiect Development; Control of Development. Applicant shall have the
vested right to develop and occupy the Subject Property in accordance with the Applicable City
Regulations and the terms and conditions of this Agreement (collectively, the "Vested Rights "),
and City shall have the right to control development and occupancy of the Subject Property
subject to and in accordance with the provisions of this Agreement. The Applicable City
Regulations, City Approvals, FEIR, SPA -MND, Backbone MND and this Agreement shall
control the overall design, development and construction of the Project, and all on -site and off -
site improvements and appurtenances in connection therewith, in the manner specified in this
Agreement. City and Applicant intend that this Agreement complies with Government Code
section 65865.2. In the event of any inconsistency between the Applicable City Regulations and
this Agreement, this Agreement shall control, except that if the inconsistency cannot be
reconciled by application of this rule of construction, the'provision which best gives effect to the
purposes of this Agreement shall control. Consistent with applicable law and this Agreement,
City shall take any and all actions as may be necessary or appropriate to ensure that the Vested
Rights provided by this Agreement can be enjoyed by Applicant.
3.2. Applicable City Regulations. Except as specifically provided in this Agreement,
the Existing City Regulations shall govern development of the Project and all Subsequent City
Approvals with respect to the Project. City shall have the right, in connection with any
Subsequent City Approvals, to apply Future City Regulations as Applicable City Regulations
only in accordance with the following terms, conditions and standards.
H01 82001/537473 -1 18
3.2.1. Future City Regulations. City shall have the right to apply any new or
revised City Regulations that may be adopted by City or otherwise enacted, that are effective
after the Adoption Date ( "Future.City Regulations "), only if such Future City Regulations do
not conflict with this Section and are not in any manner inconsistent or in conflict with the intent,.
purposes, terms, standards or conditions of this Agreement. Except as provided for in this `
Agreement, no Future City Regulation, and no ordinance, resolution, initiative, referendum or
other measure adopted or enacted that is effective after the Adoption Date, whether by action of
City or otherwise, and directly or indirectly related to development or construction within the
City generally or within the Specific Plan Area or the Subject Property specifically, shall apply
to development or construction of the Project on all or any part of the Subject Property, or apply
to construction of Improvements within the Specific Plan Area, if said Future City Regulation,
ordinance,, resolution, initiative, referendum or other measure is in conflict with this Agreement,
or any amendment thereto, 'or interferes with or reduces the Vested Rights provided by this
Agreement, or affects the timing of development. Without limiting the. foregoing general
statement, a Future City Regulation, ordinance, resolution, initiative, referendum or other
measure shall be deemed to conflict with this Agreement and barred by this Section if it seeks to
accomplish any of the following results, either with specific reference to the Subject Property or
the Specific Plan Area or as part of a general enactment that applies to the Subject Property or
the Specific Plan Area:
(a) Altering the permitted uses of the Subject Property;
(b) Limiting or reducing the density or intensity of development'.of the
Project on the Subject Property;
(c) Delaying or accelerating the timing, phasing or rate of
development of the Project on the Subject Property in any manner;
(d) Imposing new or different minimum standards for the types of
housing developed or its price or its availability for sale or rent, such as multi - family, senior,
rental or affordable housing;
(e) Altering the design, location, timing, financing or other details of
the Major Public Improvements, or requiring any additional or changed on -site or off -site public
improvements to be constructed or paid for by Applicant; or
(f) Interfering with or diminishing the ability of a Party to perform its
obligations under this Agreement or expanding, enlarging or accelerating Applicant's obligations
under this Agreement.
3.2.2. Regulation for Health and Safety. Notwithstanding any other provision
of this Agreement, City shall have the right to apply Future City Regulations if such application
(i) is otherwise permissible pursuant to Laws (other than the Development Agreement Law); (ii)
is required to protect against a demonstrated threat to the physical health and safety of the City as
a whole or to existing or future occupants or visitors of the Project, or any portion thereof or any
HO 182001/537473 -1 19
lands immediately adjacent thereto; and (iii) is made in a manner that does not discriminate
against Applicant or the Project.
3.2.3. Construction Codes. City shall have the right to apply to the Project, as a
ministerial act, the Construction Codes in effect at the time of approval of any City Approval
thereunder. All permits required under Construction Codes shall be issued by City after City's'
review and approval of Applicant's applications therefor, except that City's review of the
applications shall be limited to determining whether (i) the application is complete, and (ii) the
application complies with the Construction Codes then in effect, the Applicable City
Regulations, the City Approvals and this Agreement.
3.3. Effect of Agreement. This Agreement constitutes . a City Approval adopted
pursuant to the Applicable City Regulations.
3.4. Other Governmental Approvals. Applicant shall be responsible for complying
with all Responsible Agency Regulations and Laws in connection with the development,
occupancy, use and operation of, or provision of services to, the Project. Applicant shall be
responsible for applying for and obtaining all approvals required from Responsible Agencies
necessary for the development, occupancy, use and operation of, or provision of services to, the.
Project. Applicant shall undertake reasonable, diligent and good faith efforts to obtain all
Responsible Agency Approvals in a timely fashion. City shall cooperate with Applicant in such
endeavors upon request made for such cooperation but without cost to City.
3.5. Effect of Termination. Upon termination of this Agreement pursuant to Articles
10, 11, or 12, City shall retain any and all benefits, including money or land, previously received
by City as of the date of termination under or in connection with this Agreement. No termination
of this Agreement shall prevent Applicant or any other Person from completing and occupying
buildings or other improvements authorized pursuant to valid building permits previously
approved by City or under construction at the time of termination, but City may take any action
permitted'by Laws or City Regulations to prevent, stop or correct any violation of Laws or City
Regulations occurring during and after construction. No termination of this Agreement shall
affect any accrued obligation of any Party under this Agreement to pay or refund money to
another Party.
3.6. Operating Memoranda. The provisions of this Agreement require a close
degree of cooperation between City and Applicant, and refinements and further development of
the Project may demonstrate that clarifications with respect to the details of performance of City
and Applicant or minor revisions to the Project are appropriate. If and when, from time to time,
during the term of this Agreement, City and one or more members of Applicant agree that such
clarifications or minor modifications are necessary or appropriate, they may effectuate such
clarifications through operating memoranda approved by City and those members of Applicant,
which, after execution, shall be attached to and become a part of this Agreement. Any such
operating memoranda not signed by all the members of Applicant who still are subject to this
Agreement. shall only apply to the signatories and the portions of the Subject Property under their
control. Any such operating memoranda not signed by all the members of Applicant who still are
subject to this Agreement shall not be detrimental to the interests of any non . participating
H0182001 /537473 -1 20
member of Applicant or its portion of the Subject Property. No such operating memoranda shall
constitute an amendment to this Agreement requiring public notice or hearing. The City .Attorney
shall be authorized to make the determination whether a requested clarification may be
effectuated pursuant to this Section or whether the requested clarification is of such a character
to require an amendment to this Agreement pursuant to Article 9. The Parties acknowledge that
modifications which would be categorized as exempt under CEQA, or which, after an initial
study made pursuant to CEQA, City determines do not require any further environmental review,
or do not increase the density or intensity of use or the maximum height, bulk, size or
architectural style of proposed buildings within the Subject Property, may be effectuated through
operating memoranda pursuant to this Section. The City Administrator may execute any
operating memoranda hereunder without City Council action.
3.7. Timing of Development; Obligation to Develop. Except as specified in this
Agreement, no member of Applicant and no owner of the Subject Property is obligated to begin
or complete development of any part or phase of the Project, or to take any other action
described in this Agreement, or to follow any timetable for development. In consideration of the
significant benefits to City of development of the Project, and in order to promote and encourage
development of the Project in accordance with the Specific Plan, City agrees that the timing,
sequencing and phasing of development of the Project shall be as described herein. Because the
California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Ca1.3d
465, that failure of the parties therein to provide for the timing of development resulted in a later -
adopted initiative restricting the timing of development to prevail over such parties' agreem6nt, it
is the Parties' intent to avoid that deficiency by acknowledging and providing that Applicant
shall have the right (without obligation) to develop the Subject Property as and when provided
herein. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall
be construed to impose an affirmative duty upon any member of Applicant to proceed with
development of the Project, or any portion thereof, if such member in its sole discretion decides
not to proceed with development of its portion of the Subject Property or any portion thereof.
The Vested Rights shall include the right of Applicant to develop the Project and use RDO
Allocations as specified in this Agreement, and the schedule and provisions for the timing to use
the RDO Allocations in this Agreement shall supersede the schedule and provisions for such use
in the RDO Agreement or otherwise applicable when the RDO Allocations were granted. In the
event an ordinance, resolution or other measure is enacted, whether by action of City or by
initiative, that imposes a moratorium that otherwise would affect development or use of the
Subject Property or that would require a vote of the people as a condition to the grant of any
Subsequent Approval, City agrees that such ordinance, resolution or other measure shall not
apply to the Subject Property or affect the Vested Rights; provided, development of the Subject
Property may be subject to any moratoria enacted by City based on threats to public health or
safety, including an inability to provide needed City services, provided the Subject Property and
Applicant are treated in a non - discri minatory fashion as compared to other development projects
(public or private).
3.8. Public Financing Districts. Nothing in this Agreement precludes the
establishment of one or more Community Facilities (Mello -Roos) Districts pursuant to California
Government Code section 53311 et seq. and /or assessment districts or other financing
mechanisms covering all or a portion of the Subject Property or the Specific Plan Area to
H0182001/537473-1 21
construct or maintain the Improvements and/or to enable the issuance of tax - exempt bonds to
finance the Improvements, including without limitation Section 103(b) bonds, Section 501(c)(3)
bonds or other mortgage- backed revenue bonds for private purposes. City agrees to cooperate, at
no cost to City, with Applicant and consider in its reasonable discretion the use of all such
financing mechanisms.
ARTICLE 4
APPLICANT'S VESTED RIGHTS
4.1. Applicant's Vested Rights as to the Project. Applicant's Vested Rights
regarding the Project and City's right to control the Project as described in Article 3 are subject
to the following additional provisions regarding particular aspects of development and land use.
4.2. Applicant's Vested Rights to RDO Allocations.
4.2.1. Grant of RDO Allocations to Subject Property.
(a) The City Council hereby affirms the allocation of four hundred
twenty seven (427) RDO Allocations made by the RDO Agreement, for use by the RDO Holders
for the construction of housing in the Subject Property as described in this Article 4 and in
Exhibit G. Nothing in this Agreement shall limit the ability of City to make more RDO
Allocations available for additional residential development within the Subject Property or the
Specific Plan Area, or to authorize residential development in the Specific Plan Area that does
not require RDO Allocations.
(b) The City Council approves initial distribution of the four hundred
twenty seven (427) RDO Allocations among the members of the RDO Holders and by year as
shown in Exhibit G and subject to adjustment as described in Exhibit G.
(c) The City Council has considered the authorizations and restrictions
found in the RDO Ordinance and the RDO Agreement and finds and determines that the
provisions of this Agreement are consistent with the RDO Ordinance and the RDO Agreement in
all respects. The provisions of the RDO Ordinance and the RDO Agreement shall apply to the
above - mentioned RDO Allocations; provided, this Agreement shall govern in the event of any
conflict.
(d) Raleys, Bank and Church acknowledge that they have not been
granted any RDO Allocations for their property by the RDO Agreement or this Agreement, and
that they shall have to obtain, whether by grant from City or by transfer pursuant to Section
4.2.2(a) from other members of Applicant, RDO Allocations or other authorization for
residential development separately if they so desire. Raleys, Bank and Church agree that they
shall be bound by their obligations under this Agreement notwithstanding their lack of RDO
Allocations, in light of the benefits provided by this Agreement including without limitation
granting vested rights to the Approved Entitlements and the Collective Standards. Giacalone,
H0182001/537473-1 22
Christopher and D'Arpino Trust agree to be bound by their obligations under this Agreement
notwithstanding that their property is not designated for residential development in the Specific
Plan, in light of the benefits provided by this Agreement including without limitation granting
vested rights to the Approved Entitlements and the Collective Standards, which includes
designation of their property by the Specific Plan for agri- tourist commercial development.
4.2.2. Use of RDO Allocations.
(a) RDO Allocations granted to the RDO Holders are not transferable,
except: (i) in connection with the sale of a parcel or parcels to a Transferee who immediately
assumes all of the obligations of Applicant under this Agreement as provided in Article 8; (ii)
among two (2) or more of the members of Applicant by agreement and in conformance with
future development approvals by City covering the involved projects, for use in the Specific Plan
Area, including transfers to Raleys and Bank and transfers to Church if Church applies for other
approvals necessary to build affordable or market rate housing on the Church Property; or (iii) as
permitted by the Specific Plan. Any attempt by Applicant to sell, assign, pledge, transfer or
otherwise divest itself of an RDO Allocation except as provided for in this Section shall be void
and have no force or effect. Any RDO Allocation relinquished by a member of Applicant shall
be returned to the pool described in Exhibit G and made available to other members of
Applicant or to Transferees for use on the Subject Property. RDO Allocations are not
transferable to Mortgagees except as specifically provided in Article 8.
(b) Table G -3 in Exhibit G provides an initial distribution of RDO
Allocations among the RDO Holders and their properties by year. Each RDO Holder may
automatically defer or accelerate its use of RDO Allocations as specified in Exhibit G. RDO
Holders may transfer RDO Allocations among portions of the Subject Property as described in
Section 4.2.2(a), subject to the restrictions in Exhibit G as to the earliest that the transferred
RDO Allocations may be used, and subject to the Coordinator giving City notice identifying the
parties involved and the specific RDO Allocations from Table G -3 being transferred. If any RDO
Holder transfers a portion of a parcel identified in Table G -3 — but not the entire parcel — to a
Transferee, the notice to City required under Section 8.8 shall indicate which portion of the
parcel and which specific RDO Allocations in Table G -3 (by year) are being transferred to the
Transferee.
4.2.3. Applicant's Coordinator.
(a) In order to ease City's burden administering use of RDO
Allocations by the multiple members of Applicant, Applicant shall designate a single
"Coordinator" who shall have the responsibility and authority to notify City of any changes to
the distribution of RDO Allocations within the Subject Property. The method of selecting a
Coordinator shall be determined by separate agreement by the members of Applicant.
(b) The Coordinator may be a member of Applicant, an employee of
one member of Applicant or a third party retained by Applicant. Applicant may designate a new
Coordinator from time to time by written notice to City.
H0182001 /537473 -1 23
(c) If City receives any communication -from a member of Applicant
that conflicts with information received from the Coordinator, City shall notify both the member
and the Coordinator and City thereafter shall not be obligated to take any action on the matter
until City receives confirmation or clarification from the Coordinator.
4.2.4. Second Units. Applicant anticipates building "second units" as described'
in California Government Code section 65852.2, as part of construction of detached single -
family homes on larger lots on the Subject Property. City agrees that such second units are not
subject to the RDO Ordinance, do not require RDO Allocations pursuant to Government Code
section 65852.2, and will not be counted against RDO Allocations otherwise granted for use in
the Specific Plan Area.
4.3. Commercial Development. The Subject Property includes approximately fifty-
six (56) acres designated by the Specific Plan for development of commercial and agri- tourist
commercial facilities (34 acres "Agricultural Commercial ", 17 acres "Agri- Tourist Commercial ",
and 5 acres "Agri- Tourist Commercial Overlay "). These commercial facilities shall be developed
in accordance with the Collective Standards, including without limitation . the applicable
provisions of this Agreement and the Specific Plan.
4.4. Agricultural Use. The Subject Property includes approximately fifty -nine (59)
acres designated by the Specific Plan for agricultural and related uses as listed in Exhibit C and
described in the Specific Plan. Existing wells on the Subject Property may continue in use and be
maintained and repaired as needed, and new or replacement wells may be installed and operated
within the Subject Property, subject to normal permitting procedures, as needed to support
agricultural activities; except that recycled water, if available from any source, shall be used to
the maximum extent commercially reasonable, recognizing the sensitivity of certain crops to
water quality concerns, the economic stigma attached to using recycled water on certain crops,
and other factors that may be considered by the agricultural operator (including but not limited to
the restrictions -on such use specified in the Recycled Water Regulations adopted by the Santa
Clara Valley Water District /South County Regional Wastewater Authority). Without limiting the
foregoing as to other crops, grape production is exempt from this requirement. The agricultural
operators shall provide City a written explanation for why recycled water will not be used.
4.5. Community Facilities. Approximately eighteen (18) acres of the Church
Property is designated by the Specific Plan for "Community Facility" use. Church anticipates
developing a church and school with ballfields and other related facilities. The Specific Plan
permits other similar uses such as community, social and recreation centers and other institutions
that provide a community service. Nothing in this Section or this Agreement shall be interpreted
to preclude Church or its successors from applying for any necessary approvals, including an
amendment to the Specific Plan to change the land use designation of the Church Property, in
order to build affordable or market rate housing on the Church Property.
4.6. City Services. City shall exercise its best efforts to take into account the
infrastructure needs of the Project in connection with City master planning and infrastructure
construction to service future development in the City. In the provision of City services,
including without limitation water, reclaimed wastewater and sewer, and traffic infrastructure
H0182001/537473 -1 24
projects, Applicant and the Subject Property shall be treated in a non - discriminatory fashion as
compared to other development projects (public or private) in the City.
ARTICLE 5
ENTITLEMENT AND PERMIT PROCESSING `
5.1. Review and Processing of City Approvals.
5.1.1. Timely Processing by City. Subject to Applicant's compliance with this
Agreement and the procedural requirements contained in the Applicable City Regulations, City
agrees to timely process and consider all applications for City Approvals reasonably necessary or
desirable to accomplish the goals, objectives, policies, standards, and plans described in the
Collective Standards and to develop and occupy the Project and build the Major Public
Improvements. City shall review, process and consider all applications, plans and other
submission by Applicant in a reasonable time, similar to the timing followed for other
submissions received by City, including without limitation reviewing and responding to initial
application submissions for completeness, processing and checking permits, maps, plans,
building plans and specifications, following required environmental review procedures, and
scheduling and holding public hearings and other required meetings or events. City shall act
reasonably and in good faith and use its best efforts with respect to the timely processing of all
City Approvals, and cooperate with Applicant to carry out the efficient and timely development .
of the Project in accordance with this Agreement.
5.1.2. Environmental Review. With respect to further CEQA review and
environmental mitigation, the following shall apply: (a) the FEIR, SPA -MND and Backbone
MND were prepared following the completion of numerous studies and the FEIR, SPA -MND
and Backbone MND are intended to be used in connection with City Approvals for the Project;
(b) consistent with CEQA policies and requirements applicable to the FEIR, SPA -MND and
Backbone MND, City shall use the FEIR, SPA -MND and Backbone MND for City Approvals;
(c) project -level CEQA analysis may be required, which may require preparation of project -level
negative declarations, mitigated negative declarations, or EIRs ; and (d) the exemption described
in Government Code section 65457 shall be applied where applicable.
5.1.3. Consultant Assistance. City agrees to retain consultants to expedite
engineering review of Applicant's technical plans if Applicant agrees at the time to pay for such
consultants. City also agrees to retain consultants to expedite review of building plans and
inspection of construction if Applicant agrees at the time to pay for such consultants. Applicant
acknowledges that City's agreement to retain consultants at Applicant's cost applies to work
customarily performed by City's Building Department and Engineering Department but not to
work customarily performed by City's Planning Department, with the exception of
environmental consultants.
5.2. Further Consistent Discretionary Actions. Nothing in this Agreement shall be
construed to limit City's right to withhold Subsequent Approvals for failure to conform to the
H0182001/537473 -1 25
Collective Standards or other requirements imposed by any Law or by City's exercise of its
authority as recognized under this Agreement, or to limit the authority or obligation of City to
hold legally required public hearings, or to limit the discretion of City or any of its officers or ,
officials in complying with any Law and City's adopted rules, regulations and policies that
require City officers and officials to exercise discretion; provided, any such discretionary action
exercised after the Adoption Date shall be consistent with the terms of this Agreement and the
Specific Plan, and shall not prevent or hinder development or use of the Subject Property as
contemplated by the Specific Plan and this Agreement.
5.3. Term of Tentative Subdivision Maps and Other Approvals. Pursuant to
California Government Code sections 65863.9 and 66452.6(a), City and Applicant agree that the
term and expiration date of any City Approval, including but not limited to any tentative
subdivision map or other City permit or approval approved for any development on the Subject
Property, shall coincide with the later of (a) the Expiration Date as it may be extended or (b) the
term for such approval that otherwise would govern under applicable law, including any
extensions permitted under applicable law. The provisions of the Subdivision Map Act regarding
the term of tentative maps and procedures for requesting extensions and regarding the timely
filing of final maps and subsequent efforts shall apply to subsection (b). In the event of a conflict
between the Subdivision Map Act and the Gilroy Subdivision Ordinance or any other City
Regulation in a situation where preemption rules would apply to prevent City from contravening
the Subdivision Map Act, the provisions of the Subdivision Map Act shall govern and nothing in
this Agreement shall be interpreted as Applicant agreeing to be bound by the conflicting City
Regulation.
5.4. Survival of Vesting Map Rights. If any tentative map heretofore or hereafter
approved in connection with development of the Subject Property is a vesting map under the
Subdivision Map Act, and if this Agreement is determined by a final judgment to be invalid or
unenforceable insofar as it grants a vested right to Applicant for development of the Project, then
and to that extent all rights and protections afforded any member of Applicant under the laws and
ordinances applicable to vesting maps shall survive.
5.5. Applicant's Right to Rebuild. City agrees that Applicant may renovate or
rebuild portions of the Project at any time within the Term of this Agreement should it become
necessary due to natural disaster or changes in seismic requirements. Such renovation or
reconstruction shall be processed as a Subsequent Approval. Any such renovation or
reconstruction shall be subject to all design, density and other limitations and requirements
imposed by this Agreement, and shall comply with the City Approvals, the Applicable City
Regulations, and the requirements of CEQA.
ARTICLE 6
APPLICANT'S OBLIGATIONS
6.1. Applicant's Obligations for Conditions of Approval. The rights vested in each
member of Applicant and the Subject Property under this Agreement are subject to the obligation
H01 82001/537473-1 26
to fully perform in a timely manner all of the conditions of approval and environmental
mitigation measures imposed upon that member or its portion of the Subject Property in, or under
the Collective Standards unless deferred, modified or waived in the discretion of City.
6.2. Applicant's Obligations for Infrastructure.
6.2.1. Maior Public Improvements. The rights vested in each member of
Applicant and the Subject Property under this Agreement are subject to and contingent upon.the
obligations of Applicant to fully construct all of the public roads, structures, facilities or
improvements as and when needed to support the Project as required by the Collective
Standards, unless deferred, modified or waived in the sole and absolute discretion of the City or
by the terms of this Agreement. Exhibit F contains a summary of the major on- and 'off- -site
infrastructure needed for the Project (the "Major Public Improvements ") and the timing for
when each item will be completed. Exhibit F -2 presents diagrams depicting each component of
the Major Public Improvements. Construction of the Major Public Improvements shall be funded
and implemented as described in more detail in Chapter 9 of the Specific Plan. Applicant shall
construct and install the Major Public Improvements as and when specified in Exhibit F and this
Agreement.
6.2.2. Proiect - Specific Infrastructure. The timing. for construction of
infrastructure within the Subject Property is not governed by this Section or dictated by this
Agreement, to the extent such infrastructure is not identified as a Major Public Improvement and
is not required to support development of any other part of the Specific Plan Area; provided,
Applicant acknowledges that all such internal "in- tract' infrastructure shall be built by individual
members of Applicant as and when needed to support development of portions of the Subject
Property. Specific timing conditions will be approved as conditions of individual subdivision
maps or other entitlements for the Project.
6.2.3. Applicable Standards. All Major Public Improvements and other
Improvements shall be designed, installed and constructed in accordance with the City standards,
codes, policies and regulations applicable at the time of construction, including the Improvement
Standards. Unless otherwise required by a Responsible Agency, which requirement becomes part
of the City Approvals, City shall impose no requirements, in addition to, or more stringent than,
the strictest among standards specified by (a) the City standards, codes, policies and regulations
applicable at the time of construction, or (b) the standards of any Responsible Agency applicable
to the construction at issue.
6.2.4. Protection of Residents From Construction Traffic. To the extent
feasible, Applicant shall develop the Project and build the Major Public Improvements and other
infrastructure in such a manner and sequence that construction traffic will not travel through
already developed portions of the Specific Plan Area, in order to reduce concerns and minimize
complaints related to dust, noise and traffic.
6.2.5. Partial Completion of Infrastructure. City agrees that when portions of
the Subject Property are adequately served by infrastructure so that construction and occupancy
H0182001 /537473 -1 27
of the Project can be allowed, City will allow such construction and occupancy even if
infrastructure serving other portions of the Subject. Property has not yet been completed.
6.2.6. Model Homes. City agrees that to the extent allowed by Applicable City
Regulations, Responsible Agency Regulations and Laws, Model Homes may be built and used
for non - residential occupancy prior to the time construction and use of dwelling units otherwise'
might be allowed under this Agreement, and prior to the time that all Improvements serving the
location of the Model Homes may be built and operating. Model Homes shall not be counted
toward the number of building permits issued to Applicant for purposes of requiring construction
of Major Public Improvements as specified in Exhibit F. Notwithstanding the foregoing, no
Model Home shall be used as a residence until all Improvements required to serve residential
occupancy at that location are built and operating and all permits and approvals for such
residential occupancy have been granted. Applicant agrees to record a deed restriction on each
Model Home prohibiting its residential use until removed by a quitclaim from City, which City
agrees to provide when the conditions specified in this Section for residential use have.been
satisfied. Model Homes shall be treated as a dwelling unit for purposes of counting usage of
RDO Allocations.
6.3. Maintenance Obligations.
6.3.1. Applicant's Maintenance Obligations. Except as this Section may
allocate to City, Applicant shall maintain all private rights -of -way within the Subject Property'
and Improvements constructed within or along such rights -of -way, including without limitation
street improvements, landscaping, sidewalks, trails and paths, street lights, street furniture,
signage, private storm drainage facilities and private sanitary sewers.' Applicant also shall
maintain landscaping, sidewalks, trails and paths, streetlights, street furniture, and private storm
drainage facilities adjacent to public rights -of -way (outside curbs) and median island landscaping
(but not the actual median islands) within public rights -of -way (inside curbs). Applicant may use
a landscape and lighting maintenance district or similar mechanism to finance and .implement
these maintenance, obligations, and,City agrees to cooperate as necessary to establish and operate
such district or other mechanism. Division of maintenance responsibilities between Applicant
and City shall be more specifically identified as each tentative subdivision map is approved by
City, consistent with this Section 6.3.
6.3.2. City's Maintenance Obligations. City shall maintain all streets and
utility improvements constructed or installed by Applicant within public rights -of -way (within
and including curbs), but not including joint trench utilities such as electric, telephone and cable
lines. City shall maintain all potable water and recycled water mains (except to the extent that
such recycled water mains are maintained by another public agency, such as the Santa Clara
Valley Water District) within both public and private rights -of -way, up to and including water
meters, blow -offs, valves and fire hydrants. City acknowledges and agrees that other streets in
the Specific Plan Area in addition to Third Street may be public and subject to City's
maintenance obligations. City also agrees that some public street segments will be built to rural
standards with flush curbs, and that conventional curbs will be used on public streets in the North
Residential Cluster's hillside area and within residential subdivisions.
HO182001/537473 -1 28
6.4. Qualification of Obligations of Raleys and Bank.
6.4.1. No Joint Liability. In recognition that Raleys and Bank as of the
Effective Date do not have rights to any RDO Allocations and so cannot be assured that they will
be able to develop the Bank/Raleys Property during the Term of this Agreement, Raleys and.
Bank shall not be jointly liable as a member of Applicant for Applicant's obligations under this `
Agreement, if any, to construct or finance construction of the Major Public Improvements or to
pay any of the Public Benefit Fee under Section 7.7.
6.4.2. Reimbursement Obligations. In the event that Raleys and Bank
develop their property, whether during the Term of this Agreement or afterwards, they shall
reimburse the other members of Applicant for their prorated share of the cost to construct and
install the Major Public Improvements and their prorated share of the Public Benefit Fee. The
prorated share of costs shall be determined by application of an "Equivalent Unit Cost Share"
formula spreading costs on a fair share basis among all residential and non- residential
development in the Subject Property and the Outparcels, as agreed to by the members of
Applicant under a separate. agreement which also shall specify the timing of such reimbursement.
ARTICLE 7
CITY FEES AND EXACTIONS; APPLICANT CREDITS AND REIMBURSEMENTS
7.1. Existing City Fees. Except as specifically authorized in this Article 7, other than
the Existing City Fees as specified in Exhibit I, no other City Development Fees, City
Processing Fees, Utility Rates or Fees, or other taxes or special assessments within City's control
shall be imposed by City on Applicant, the Subject Property, development or use of the Subject
Property, or construction of the Improvements.
7.2. Future Fees. The provisions of Section 7.1 shall not preclude City from (a)
adopting legally permitted increases in Existing City Fees, or (b) changing the categories of City
Development Fees, City Processing Fees, and Utility Rates or Fees, provided that only categories
I f such fees included in the Existing City Fees shall be applied to Applicant, the Subject
Property, development or use of the Subject Property,. or construction of the Improvements, and
no new categories of fees shall. be so .applied, and provided further that in entering into this
Agreement the members of Applicant do not waive any rights with respect to challenging
proposed increases in Existing City Fees (but not the validity of the underlying fees).
7.3. Limit on City's Ability to Impose or Increase Exactions. No fee, tax or other
monetary exaction shall be imposed or increased as authorized under this Article unless it is
uniformly imposed on all similar types of development projects or properties on a citywide basis
and unless it is applied prospectively only. Notwithstanding any other provision in this
Agreement, and not to be interpreted as a limitation on Section 7.2, no fee, tax, dedication or
other exaction shall be imposed on development or use of the Subject Property or on
construction of the Improvements, whether applied citywide or just to the Subject Property,:
related to the following topics:
HO 182001/537473-1 29
(a) Affordable housing;
(b) Mitigation for loss of agricultural land;
(c) Recreation or open space, other than City's existing Public,
Facilities Fee which includes recreation and open space funding; or
(d) Fees related to mitigation for loss of habitat or biological resources
(to the extent this restriction is allowed by law), except for fees for
implementation of the HCP.
7.4. Applicant Payment of Fees; City Credits and Reimbursements.
7.4.1. Payment of Fees. Subject to those fee credits or reimbursements from
City authorized by Section 7.4.2 and described in Exhibit H, Applicant agrees to pay all Existing
City Fees that are specified in Exhibit I, including those that otherwise might qualify, for credits
to offset Applicant's cost to provide certain Major Public Improvements such as the Linear Park
and the Preserve.
7.4.2. City Credits and Reimbursements for Oversizing. Applicant shall
qualify for fee credits to the extent Applicant's own fee payments allow, and thereafter
.reimbursement from City, for Applicant's added cost to enlarge any of the Improvements beyond
the minimum size needed to serve development of the Subject Property if such larger size is
included in City's capital improvement program and factored into fees charged by City on other
development that will take advantage of the oversized capacity. All such entitlement for
reimbursement, the amount of reimbursement, and the mechanism for such reimbursement shall
be in accordance with City's normal practice and procedures at the time.
7.5. Reimbursement By Other Development. Subject to the provisions of this
Section, Applicant shall be entitled to reimbursement from third party property owners or
developers benefiting from certain public improvements. In the case of public road or other
improvements which abut property owned by third persons and other public improvements
which benefit property owned by third persons, Applicant shall be entitled to receive a
reimbursement from the benefited property's owner for the pro rata cost of the improvements
which exceeds Applicant's obligation thereof. All such entitlement for reimbursement, the
amount of reimbursement, and the mechanism for such reimbursement shall be in accordance
with City's normal practice and procedures at the time.
7.6. Habitat Conservation Plan Preparation Fee.
7.6.1. HCP Advance Contribution. Santa Clara County is preparing an HCP
which City intends to join. In order to facilitate City's participation in the HCP, Applicant has
already advanced Fifty Three Thousand Dollars ($53,000.00) to City to fund City's estimated
initial costs (the "HCP Advance ").
H0182001/537473 -1 30
7.6.2. HCP Advance Credit and Refund. City shall reimburse the HCP
Advance as follows:
(a) Each member of Applicant shall receive a credit against building
permit fees, at first in an amount reasonably determined by City to reflect the contemplated new
HCP formation fee that will be levied on other building permits and then in the actual amount of `
such fee once it is adopted.
(b) After all HCP formation costs have been expended by City, if the
members of Applicant in aggregate have not yet received credit for the full amount of the HCP
Advance, then City shall refund the remaining balance to the Coordinator for distribution to the
members of Applicant with interestto be determined by City. .
7.6.3. No Other HCP Payment. Notwithstanding any other provision in this
Agreement, City agrees that the members of Applicant shall not be required to pay any fee, tax,
assessment or other levy imposed by or through the authority of City for the preparation of the
HCP.
7.6.4. No City Obligation. Applicant acknowledges that the HCP Advance did
not obligate City to approve this Agreement and does not obligate City to grant any . future
discretionary approval for development in the Subject Property.
7.7. Public Benefit Fee. Applicant agrees to pay City . Two Million Dollars
($2,000,000) (the "Public Benefit Fee ") in addition to all other fees, taxes and assessment that
otherwise may be due under this Agreement and the Applicable City Regulations, which City
may use as it sees fit in its sole discretion. This sum shall be paid in three (3) installments as
follows, subject to Applicant's right in its sole discretion to accelerate payment of some or all of
such installments. The first payment of Fifty Thousand Dollars ($50,000) shall be due as a
condition to City executing this Agreement on or after the Effective Date. The second payment
of Two Hundred Fifty Thousand Dollars ($250,000) shall be due after City approval of the first
residential final subdivision map in the West Residential Cluster or the East Residential Cluster
(but not including the Outparcels) as a condition to its recordation. The third payment of One
Million Seven Hundred Thousand Dollars ($1,700,000) shall be due after City approval of the
first final residential subdivision map in whichever of the East or West Residential. Cluster did
not produce the second payment, as a condition to its recordation, with the third payment subject
to annual upwards. adjustment (no downward adjustment shall be made) in accordance with any
increase in the Construction Cost Index as published in the Engineering News Record, or
successor publication, with the first adjustment occurring one (l) year after recordation of this
Agreement. Payment of the Public Benefit Fee shall only be the obligation_ of the RDO Holders,
subject to possible reimbursement by the other members of Applicant pursuant to their separate
agreement.
110182001/537473-1 31
ARTICLE 8
TRANSFERS AND ASSIGNMENTS; MORTGAGEES
8.1. Right to Transfer. Any member of Applicant, and any subsequent Transferee,
shall have the right to Transfer any right or interest under this Agreement in accordance with the
provisions. of this Article, but only as an incident to a transfer of real property owned by the
member including as part of a lease.
8.2. Conditions on Right to Transfer. Except as otherwise provided in this Article,
any member of Applicant or subsequent Transferee shall have the right to effect a Transfer,
subject to and upon fulfillment of the following terms and conditions:
8.2.1. No Event of Default. No Event of Default by the Transferor shall be
outstanding and uncured as of the effective date of the proposed Transfer, unless City has
received adequate assurances reasonably satisfactory to City that such Event of Default shall be
cured in a timely manner either by the Transferor or the Transferee under the Transfer. Until
such time, the Transferor shall remain liable for its obligations under this Agreement
notwithstanding conveyance to the Transferee of the underlying portion of the Subject Property.
8.2.2. Assumption Agreement. The Transferor or the proposed Transferee has
delivered to City an executed and acknowledged assumption agreement in recordable form,
reasonably acceptable to City. The assumption agreement shall be deemed to be acceptable to
City if substantially in the form of Exhibit D. -
(a) Such assumption agreement shall include provisions regarding (i)
the portion or portions or interest in the Transferor's portion of the Subject Property proposed to
be Transferred and the concomitant rights of the Transferor necessary to ensure that the proposed
Transferee will have the ability to perform all the obligations of the Transferor that the proposed
Transferee is to assume, (ii). the obligations of the Transferor under this Agreement that the
proposed Transferee will assume, and (iii) the proposed Transferee's acknowledgment that such
Transferee has reviewed and agrees to be bound by this Agreement and all Applicable City
Regulations and City Approvals.
(b) The assumption agreement shall also include the name, form of
entity, and address of the proposed Transferee, and shall provide that the Transferee assumes
certain obligations of the Transferor to be assumed by the Transferee in connection with the
proposed Transfer.
8.2.3. Processing of Transfer Documents. The assumption agreement shall be
recorded in the Official Records of the County of Santa Clara concurrently with consummation
of the Transfer and recordation of the deed, and copies thereof, certified by the County Recorder
as a duplicate copy of the approved assumption agreement and of the deed showing recording
information, shall be delivered to City within three (3) days after consummation of the Transfer.
H0182001/537473 -1 32
8.3. Transfer to Affiliate. Any member of Applicant shall have the right to Transfer
any right or interest under this Agreement to an Affiliate, but only as an incident to a transfer of
real property owned by the member including as part of a lease, as to which Transfer the
conditions specified in Section 8.2.1 shall not apply. Such Affiliate shall become a Transferee
upon (i) the acquisition by such- Affiliate of the interest Transferred, and (ii) delivery to City of.
an assumption agreement pursuant to Section 8.2.2 above assuming, from and after the date such
Affiliate so acquires its interest, all of the rights, duties and obligations pertaining to such interest
under this Agreement.
8.4. Mortgagee and Foreclosure Purchaser as Transferee. No Mortgage (including
the execution and delivery thereof to the Mortgagee) or taking of possession by a Mortgagee or
acquisition by a Foreclosure Purchaser shall constitute a Transfer. A Mortgagee or a Foreclosure
Purchaser shall be a Transferee when such Mortgagee or Foreclosure Purchaser has complied
with the provisions of Section 8.2.2 above.
8.5. Effect of Transfer. The Transferee shall become a Party to this Agreement only
with respect to the interest Transferred to it. under the Transfer to the extent set forth in the
assumption agreement delivered under Section 8.2.2. Each Transferee, to the extent set forth in
such assumption agreement, shall observe and fully perform all of the duties and obligations of
the Transferor contained in this Agreement, but only with respect to the relevant portion of the
Subject Property covered by such Transfer: Upon recordation of the assignment agreement and
delivery to City of the recorded agreement pursuant to Section 8.2.2 together, with a copy of the
recorded deed or other document evidencing completion of the Transfer, the Transferee shall be
entitled to exercise any rights under this Agreement or any of the Approved Entitlements as a
member of Applicant and shall be deemed a member of Applicant for all purposes under this
Agreement except where this Agreement may otherwise specify (e.g., in Section 8.7 regarding
rights to future reimbursements), and the Transferor shall be released from any obligation to
perform the terms and conditions of this Agreement as to the portion of the Subject Property
subject to the Transfer.
8.6. Rip_ht of Transferor to Cure. In the event of a partial Transfer as described in
Section 8.8, or a Transfer that does not relieve the Transferor of liability under this Agreement,
City will not declare an Event of Default hereunder against the Transferee, without giving the
Transferor notice of such Event of Default concurrently with the transmittal of notice to such
Transferee, and giving the Transferor a reasonable opportunity to cure the relevant default.
8.7. Rights to Credits and Reimbursements. Subject to Section 8.12, to- the extent
reimbursements or fee credits from City or any third party are available pursuant to Article 7 or
Exhibit H and attributable to the portion of the Subject Property that is the subject of the
Transfer, City shall provide all such reimbursements and credits to the member of Applicant who
earned such reimbursements or credits unless that member of Applicant and the Transferee
specifically direct City, in writing, to distribute such reimbursements, or apply such credits,
otherwise.
8.8. Partial Transfer. If a Transfer involves an interest in less than the whole of a
parcel to which RDO Allocations have been assigned in Exhibit G, the Transferor and
H0182001/537473 -1 33
Transferee shall notify City which of the RDO Allocations assigned to the parcel by Table G -3
(as to number of units and years of availability) are transferred to the Transferee. Regardless of
receipt or non - receipt of such notice, City may distribute the RDO Allocations assigned to that ,
parcel between the transferred and retained portions of the parcels in a manner consistent with
the details regarding location and timing of planned housing development as specified or implied
in the Collective Standards, with no liability to either the Transferee or the Transferor; provided,
City shall honor the distribution specified in such notice so long as it is not inconsistent with the
Collective Standards.
8.9. Mortgagee Protection. This Agreement shall be superior and senior to the lien
of any Mortgage encumbering any interest in the Subject Property. Notwithstanding the
foregoing, no Event of Default shall defeat, render invalid, diminish or impair the lien of any
Mortgage made for value, but, subject to the provisions of Section 8.10, all of the terms and
conditions contained in this Agreement shall be binding upon and effective against any Person
(including any Mortgagee) who acquires title to the Subject Property, or any portion thereof or
interest therein or improvement thereon, by foreclosure, trustee's sale, deed in lieu of
foreclosure, or termination of the Mortgage.
8.10. Mortgagee Not Obligated; Mortgagee as Transferee. No Mortgagee shall have
any obligation or duty under this Agreement, except that nothing contained in this Agreement
shall be deemed to permit or authorize any Mortgagee or Foreclosure Purchaser to undertake any
new construction or improvement project, or to otherwise have the benefit of any rights of
Applicant, or to enforce any obligation of City under this Agreement, unless and until such
Mortgagee or Foreclosure Purchaser has become a Transferee in the manner specified in this
Article 8.
8.11. Notice of Default to Mortgagee; Right of Mortgagee to Cure. If City receives
notice from a Mortgagee requesting a copy of any notice of an Event of Default given a member
of Applicant hereunder and specifying the address for service thereof, then City shall deliver to
such Mortgagee, concurrently with service thereon to the member of Applicant, any notice given
with respect to any claim by City that the member of Applicant has committed an Event of
Default. If City makes a determination of noncompliance under Article 10, City shall likewise
serve notice of such noncompliance on such Mortgagee concurrently with service thereof on the
member of Applicant. Such Mortgagee shall have the right (but not the obligation) to cure or
remedy, or to commence to cure or remedy, the Event of Default claimed or the areas of
noncompliance set forth in City's notice within the applicable time periods for cure specified in
this Agreement. If, however, the Event of Default or such noncompliance is of a nature which
can only be remedied or cured by such Mortgagee upon obtaining possession of the portion of
the Subject Property, if such Mortgagee shall elect to cure such Event of Default, such
Mortgagee shall seek to obtain possession with diligence and continuity through a receiver or
otherwise, and shall thereafter remedy or cure the Event of Default or noncompliance as soon as
reasonably possible after obtaining possession. So long as such Mortgagee is pursuing cure of
the Event of Default or noncompliance in conformance with the requirements of this Section
and/or diligently pursuing an action to obtain possession of the Subject Property by receiver or
otherwise, City shall not exercise any right or remedy under this Agreement on account of such
Event of Default or noncompliance.
H0182001 /537473 -1 34
8.12. Rights of Mortgagees to Credits and Reimbursements. Notwithstanding the
provisions of Section 8.7, in the event any Mortgagee or Foreclosure Purchaser comes into
possession of any portion of the Subject Property pursuant to foreclosure of a Mortgage or by a
deed in lieu of such foreclosure or at a foreclosure sale, upon the Mortgagee or Foreclosure
Purchaser giving City notice of such action together with evidence satisfactory to the City
Attorney that the Mortgagee or Foreclosure Purchaser has legal title to the portion of the Subject
Property, all reimbursements or fee credits attributed to the portion of the Subject Property
involved will be provided to the Mortgagee or Foreclosure Purchaser and then to any Transferee
taking title from the Mortgagee or Foreclosure Purchaser. Applicant agrees that in such a
situation the member of Applicant that otherwise might have a claim to the reimbursements or
fee credits shall not have any right to such reimbursements or fee credits and shall waive any
right to pursue any cause of action against City related to such reimbursements or fee credits.
ARTICLE 9
AMENDMENT OF DEVELOPMENT AGREEMENT
9.1. Amendment of Agreement by Applicant and City.
(a) Except as specifically provided for in this Agreement, this Agreement may
be terminated, modified or amended only by mutual consent of the Parties pursuant to this
Article. Notwithstanding that this Agreement is a legislative act of City, the provisions of this
Article and this Agreement prescribe the sole and only means by which this Agreement may be
terminated, modified or amended, and neither this Agreement nor any term, covenant, condition
or provision contained herein shall be subject to initiative after the Effective Date.
(b) Subject to the provisions of this Agreement, this Agreement may be
amended by mutual consent of City and members of Applicant and Transferees in writing in
accordance with the Development Agreement Law and the Development Agreement Procedures.
(c) Any amendment of this Agreement shall require the signature of each
owner at the time of the amendment of any portion of the Subject Property to the extent the
amendment modifies the Agreement as to that owner's property or materially adversely modifies
the rights or obligations of that owner under this Agreement.
9.2. No Amendments to Agreement for Minor Deviations to Standards. Minor
deviations to the Collective Standards or the Existing City Regulations applicable to the Subject
Property and allowed under this Agreement, which deviations may be approved by City staff
under the provisions of the Collective Standards or the Existing City Regulations, shall not
require amendment to this Agreement.
H01 82001/537473-1 35
ARTICLE 10
ANNUAL REVIEW OF COMPLIANCE; CERTIFICATES
10.1. Annual Review. City and Applicant shall annually during the term of this
Agreement, review this Agreement and all actions taken pursuant to the terms of this Agreement'
with respect to the Project, in accordance with Section 65865.1 of the Development Agreement
Law, Section 6 of the Development Agreement Procedures, and this Article.
10.2. Procedure to Initiate Review. City shall deliver a notice of review to Applicant.
Along with the notice, City shall deliver to Applicant any staff report or other materials then
available related to Applicant's compliance with this Agreement. Promptly after receiving City's
notice, Applicant shall submit a report to the City Administrator describing Applicant's good
faith substantial compliance with the terms of this Agreement during the preceding year, which
shall include a statement that the report is submitted to City pursuant to the requirements of
Section 65865.1 of the Development Agreement Law and Section 6 of the Development
Agreement Procedures.
10.3. City Administrator's Proceeding. Within thirty (30) days after Applicant
submits its report hereunder, the City Administrator shall review Applicant's submission to
ascertain whether Applicant has demonstrated good faith substantial compliance with the terms
of this Agreement. If the City Administrator finds and determines that Applicant has in good
faith substantially complied with the terms of this Agreement or does not determine otherwise
within thirty (30) days after delivery of Applicant's report under Section 10.2, the annual review
shall be deemed concluded and Applicant shall be deemed found in good faith substantial
compliance. If the City Administrator initially determines that such report.is inadequate in any
respect, he or she shall provide written notice to that effect to Applicant, and Applicant may
supply such additional information or evidence as may be necessary to demonstrate good faith
substantial compliance with the terms of this Agreement. If the City Administrator concludes
that Applicant has not demonstrated good faith substantial compliance with the terms of this
Agreement, he or she shall so notify Applicant prior to expiration of the thirty- (30 -) day period
herein specified and prepare a staff report to the City Council with respect to the City
Administrator's conclusions and the contentions of Applicant with respect thereto. The City
Administrator's staff report and any supplemental materials delivered to the City Council shall
simultaneously be delivered to Applicant.
10.4. City Council Hearing. After submission of the City Administrator's staff report,
the City Council shall conduct a noticed public hearing to 'determine Applicant's good faith_
substantial compliance with the terms of this Agreement. At least five (5) business days prior to
such hearing, the City Administrator shall provide to the City Council, Applicant and all other
interested Persons requesting the same, copies of all staff reports and other information
concerning Applicant's good faith, substantial compliance with the terms of This Agreement and
the conclusions and recommendations of the City Administrator. At such hearing, Applicant and
any other interested Person shall be entitled to submit evidence, orally or in writing, and address
all the issues raised in the staff report on, or with respect or germane to the issue of, Applicant's
good faith substantial compliance with this Agreement. If, after receipt of any written or oral
response of Applicant, and after considering all of the evidence at such public hearing, the City
H0182001/537473 -1 36
Council finds and determines, on the basis of substantial evidence, that Applicant has not
substantially complied in good faith with the terms and conditions of this Agreement,, then the
City Council shall specify to Applicant the respects in which Applicant has failed to comply, and
shall also specify a reasonable time for Applicant to meet the terms of compliance, which time
shall not be less than thirty (30) days and shall be reasonably related to the time necessary,
adequately to bring Applicant's performance into good faith substantial compliance with the `
terms of this Agreement. If the areas of noncompliance specified by the City Council are not
corrected within the reasonable time limits prescribed by the City Council hereunder,. then.the
City Council may by subsequent action extend the time for compliance for such period as the
City Council may determine (with conditions, if deemed appropriate); terminate or modify this
Agreement, or take such other actions as may be specified in the Development Agreement Law
and the Development Agreement Procedures. Any notice to Applicant of a determination of
noncompliance hereunder, or of a failure by Applicant to perfect the areas of noncompliance
hereunder, shall specify in reasonable detail the grounds therefor, and a summary of the facts
demonstrating such noncompliance or failure, so that Applicant may address the issues raised in
the notice of noncompliance or failure on a point -by -point basis in any hearing held by the City
Council hereunder. The effect of any termination under this Section shall be governed by
Sections 3.5 and 12.9..
10.5. Certificate of Compliance. If the City Administrator (or the City Council, if
applicable) finds good faith . substantial compliance by Applicant with the terms of this
Agreement, the City Administrator shall upon written request by Applicant issue a certificate of
compliance within ten (10) days thereafter, certifying Applicant's good faith compliance with the
terms of this Agreement through the period of the applicable annual review. Such certificate of
compliance shall be in recordable form and shall contain such information as may be necessary
in order to impart constructive record notice of the finding of good faith compliance hereunder,
together with such other information as Applicant may reasonably request. Each member of
Applicant shall have the right to record the certificate of compliance in the Official Records of
the County of Santa Clara against title to its portion of the Subject Property. A finding by City of
good faith compliance by Applicant with the terms of the Agreement shall conclusively
determine said issue up to and including the date of said review. Failure by City to conduct or
complete its review under this Article in any given year or within the prescribed periods shall be
deemed a finding by City of good faith substantial compliance by Applicant. Applicant shall be
entitled to rely on City's certificate of compliance or on Applicant's deemed compliance.
10.6. Estoppel Certificate. In addition to the annual review certificate described in
Section 11.5, Applicant or City may at any time and from time to time, deliver written notice to
the other Party requesting such other Party to certify in writing as follows: (l) this Agreement is
in full force and effect and a binding obligation of the Parties; (2) this Agreement has not been
amended or modified either orally or in writing, or if amended or modified then identifying the
changes; and (3) to the knowledge of such other Party, no Party has committed an Event of
Default under this Agreement, or if an Event of Default has to such other Party's knowledge
occurred then describing the nature of any such Event of Default. The City Administrator shall,
be authorized to execute the certificate described in this Section. A Party receiving a request
hereunder shall be obligated to determine compliance and either deliver a certif cate or deliver an
explanation of alleged noncompliance within twenty (20) days after receiving the request. Eacl
H0182001/537473 -1 37
Party acknowledges that a certificate hereunder may be relied upon by Transferees and
Mortgagees. No Party shall, however, be liable to the requesting Party, or a third Person
requesting or receiving a certificate hereunder, on account of any information therein contained,
notwithstanding the omission for any reason to disclose correct and/or relevant information. If
the Party receiving such request fails to timely respond within the prescribed period, the
nonresponding Party shall be deemed to have certified that the statements in clauses (1) through
(3) of this Section are true, and any Person may rely on such deemed certification.
ARTICLE 11
PERMITTED DELAYS; SUPERSEDURE BY SUBSEQUENT LAWS
11.1. Permitted Delays. Performance by a Party of its obligations under this
Agreement shall be excused during, and extended for a period of time equal to, any period of
Force Majeure delay plus a reasonable period of time thereafter to account for added time needed
to reactivate performance activities.
11.2. Supersedure by Subsequent Laws.
11.2.1. Effect of Conflicting Law. If any Law made or enacted after the
Effective Date prevents or precludes compliance with one or more provisions of this Agreement,
or any provision or condition of approval contained in any other City Approval, or requires
changes in any of the plans, maps or permits encompassed within the City Approvals, then upon
request of either Party after enactment of any such new Law, the Parties shall meet and confer in
good faith in a reasonable attempt to modify or suspend this Agreement to comply with such
Law. Any such modification or suspension of this Agreement shall be effective only if approved
by the City Council. If such modification or suspension is deemed infeasible in Applicant's
reasonable business judgment, then Applicant may elect either (i) to terminate this Agreement by
written notice to City, or (ii) to contest such Law pursuant to Section 11.2.2 below. The effect of
any termination pursuant to clause (i) above shall be governed by Section 3.5.
11.2.2. Contest of New Law. Any Party shall have the right to contest the Law
preventing compliance with the terms of this Agreement, any City Approval, or any plans, maps
or permits thereunder and, in the event such challenge is successful, this Agreement shall remain
unmodified and in full force and effect. The Parties shall cooperate with respect to any such
challenge; provided, no member of Applicant or its Developer Agent may pursue any such
challenge to the extent that its success would be materially detrimental to the interests of another
member of Applicant under this Agreement.
H0182001/537473-1 38
ARTICLE 12
EVENTS OF DEFAULT; REMEDIES; ATTORNEYS' FEES
12.1. Events of Default. Subject to the provisions of Articles 10 and 11, any failure by
a Party to perform any material term or provision of this Agreement shall constitute an Event of
Default (i) if such defaulting Party does not cure such failure. within sixty (60) days following
notice of default from the other Party, where such failure is of a nature that it can be cured within
such sixty -(60 -)day period, or (ii) if such failure is not of a nature which can be cured within
such sixty -(60 -)day period, the defaulting Party does not within such sixty -(60 -)day period
commence substantial efforts to cure such failure, or thereafter does not within a reasonable time
prosecute to completion with diligence and continuity the curing of such failure. Any notice of
an Event of Default given hereunder shall specify in reasonable detail the nature of the failures in
performance which the noticing Party claims constitute the Event of Default and the manner in
which such Event of Default may be satisfactorily cured in accordance with the. terms and
conditions of this Agreement. Proceedings under Article 10 or 11 shall be governed exclusively
by the provisions of those Articles and not by the provisions of this Article. During any such
sixty -(60 -)day or longer cure period, the Party charged shall not be considered in default for
purposes of termination of this Agreement or the institution of legal proceedings.
12.2. Remedies.
12.2.1. Proceedings Before Termination by City.
(a) After notice and expiration of the applicable cure period under
Section 12.1, if such Event of Default has not been cured or is not being diligently cured, the
party alleging the Event of Default may institute proceedings as described in Section 12.2.2;
provided, without first .following the procedures described in the remainder of this Section
12.2.1, City may not terminate this Agreement or seek a declaratory judgment determining that it
is entitled to terminate this Agreement.
(b) City shall give Applicant notice of its intent to terminate this
Agreement, and the City Council shall conduct a public hearing at least thirty (30) days after
such notice at which Applicant shall be entitled to present evidence regarding the alleged Event
of Default and City's right to terminate this Agreement.
(c). Following consideration of the evidence presented in said hearing,
if the City Council determines to terminate this Agreement, it shall give written notice of
termination of this Agreement to Applicant; provided, if the Event of Default involves only some
of the members of Applicant or only some of the Subject Property, City may only give such
notice with respect to the portion of the Subject Property in which the member(s) of Applicant in
default owns an interest, and this Agreement shall remain in force as to the remaining members
of Applicant and the remaining portions of the Subject Property.
110182001/537473 -1 39
12.2.2. Specific Performance or Other Remedies.
(a) Except as otherwise specifically provided, in this Section. 12.2,
upon the occurrence of an Event of Default which is .not timely cured, any Party shall have the
right, in addition to all other rights and remedies available under this Agreement, to (i) bring any
proceeding in the nature of specific performance, injunctive relief or mandamus, and/or (ii) bring'
any action at law or in equity as may be permitted by Laws or this Agreement, including without
limitation to obtain a declaratory judgment determining that it is entitled to terminate its
obligations under this Agreement.
(b) Notwithstanding the foregoing, no Party shall have the right to any
monetary damages (whether direct, consequential or otherwise) on account of any Event of
Default of a Party under this Agreement, claims of breach of contract related to this Agreement,
or claims in the nature of tort related to this Agreement (such as fraud in the inducement), except
that a Party shall have the right to bring an action at law against another Party for the breach by
such other Party of an obligation of such other Party for the payment of money under this
Agreement. The Parties intend, by the provisions of this Section 12.2, that no Party shall have
any liability for damages arising out of an Event of Default under this Agreement, except for. the
right to bring an action to enforce an . obligation of a Party to pay monies due under this
Agreement as specifically provided in this Section 12.2. Accordingly, except for the right to
enforce such monetary obligations, each Party hereby waives, releases and relinquishes, after full
and complete advice by counsel chosen by each Party, such Party's right to any claim or right to
damages on account of an Event of Default of a Party under this Agreement. The Parties
acknowledge that monetary damages and remedies at law generally are inadequate upon the
occurrence of an Event of Default. Therefore, specific performance or other extraordinary
equitable relief (such as injunction) is an appropriate remedy for the enforcement of this
Agreement, other remedies at law being inadequate under all the circumstances pertaining as of
the date of this Agreement and any such equitable remedy shall be available to the Parties. The
Parties acknowledge that no Party would have entered into this Agreement but for the limitations
on monetary damages and the acknowledgments and waivers contained in this ,Section 12.2.
Notwithstanding the foregoing, the Parties do not intend that the equitable relief contemplated
hereby shall include, nor shall City be entitled to bring, an action that shall purport to require
Applicant to complete development of the Project or construction of any Improvements, or any
portion thereof (except any Major Public Improvements that are under construction or were to
have been constructed as part of an otherwise completed portion of the Project), if Applicant
decides not to proceed with development of the Project or any portion thereof as provided for in
this Agreement.
(c) Nothing in this Article shall be interpreted to limit the rights of
members of Applicant to seek and recover monetary damages or other remedies, including
without limitation specific performance, against other members of Applicant.
12.2.3. Limitation on Remedy. Notwithstanding the foregoing, the Parties do
not intend that the equitable relief contemplated hereby shall include, nor shall City be entitled to
bring, an action that shall purport to require Applicant to complete development of the Project or
construction of any Improvement, or any portion thereof (except any Major Public
HOl 82001/537473-1 40
Improvements that are under construction or were to have been constructed as part of an
otherwise completed portion of the Project), if Applicant decides not to proceed with
development of the Project or any portion thereof as provided in Section 3.7.
12.3. Waiver; Remedies Cumulative. Failure by a Party to insist upon the strict
performance of any of the provisions of this Agreement by the other Party, irrespective of the
length of time for which such failure continues, shall not constitute a waiver of such Party's right
to demand strict compliance by such other Party in the future. No waiver by a Party of an Event
of Default shall be effective or binding upon such Party unless made in writing by such Party,
and no such waiver shall be implied from any omission by a Party to take any action with respect
to such Event of Default. No express written waiver of any Event of Default shall affect any
other Event of Default, or cover any other period of time, other than any Event of Default and/or
period of time specified in such express waiver. One or more written waivers of an Event of
Default under any provision of this Agreement shall not be deemed to be a waiver of any
subsequent Event of Default, and the performance of the same or any other term or provision
contained in this Agreement.
12.4. Litigation Expenses. If a Party brings an action or proceeding (including any
cross - complaint, counterclaim, or third -party claim) against another Party by reason of an Event
of Default, or to enforce the provisions of this Agreement or to seek injunctive relief or
declaratory relief, the prevailing Party in such action or proceeding shall be entitled to its costs
and expenses, including reasonable attorneys' fees and costs and attorneys' fees and costs on any
appeal.
12.5. Limitations on Actions of Third Persons. Unless otherwise provided by Laws,
any action by any third Person to attack, review, set aside, void or annul any action or decision
taken by a Party under this Agreement shall not be maintained by such Person unless such action
or proceeding is commenced within ninety (90) days after the date such decision or action is
made or taken hereunder.
12.6. Nonliability of Officials and Emplovees of City. No member, official or
employee of City shall be personally liable to Applicant in the event of any Event of Default by
City or for any amount which may become due to Applicant, or for any obligations under the
terms of this Agreement, or for any claims of breach of contract related to this Agreement, or for
any claims in the nature of tort related to this Agreement (such as fraud in the inducement).
Applicant hereby waives and releases any claim it may have against the members, officials or
employees of City with respect to any Event of Default by City or for any amount which may
become due to Applicant, or on any obligations under the terms of this Agreement
12.7. Nonliabilitv of Individuals Affiliated with Applicant. None of Applicant's
Representatives shall be personally liable to City in the event of any Event of Default by
Applicant or for any amount which may become due to City, or for any obligations under the
terms of this Agreement, or for any claims of breach of contract, related to this Agreement, or for
any claims in the nature of tort related to this Agreement (such as fraud in the inducement). City
hereby waives and releases any claim it may have against Applicant's Representatives with
respect to any Event of Default by Applicant or for any amount which may become due to City,
H01 82001/537473-1 41
or for any obligations of Applicant under the terms of this Agreement. The foregoing shall not
apply to any Party named as a member of Applicant by this Agreement.
12.8. Default Notices. In addition to all other notices that may be. specified, all notices
required under this Article 12 also shall be given to every member of Applicant.
12.9 Several Obligations of Members of Applicant. For purposes of this Section
12.9, the term "Defaulting Member" means the particular member of Applicant causing an Event
of Default under this Article or causing the City Council to find noncompliance after annual
review under Section 10.4. Notwithstanding any other provision of this Agreement, no Event of
Default or finding of noncompliance under this Agreement with respect to a particular portion of
the Subject Property or a particular member of Applicant shall constitute an Event of Default or
finding of noncompliance applicable to any other portion of the Subject Property or any other
member of Applicant, and any remedy arising from such Event of Default or any termination of
this Agreement arising from annual review shall be applicable solely to the portion of the Subject
Property or to the member of Applicant at issue. The obligations of each member of Applicant
shall be several and no Event of Default hereunder in performance of a covenant or obligation by
any one of them shall constitute an Event of Default applicable to any other member of
Applicant, and any remedy arising by reason of such Event of Default shall be applicable solely .
to the Defaulting Member and the portion of the Subject Property owned by such Defaulting
Member. Notwithstanding the foregoing, as to any obligation of the RDO Holders collectively
under this Agreement, an Event of Default as to such obligation shall apply to all members of the
RDO Holders.
ARTICLE 13
- INDEMNITY; INSURANCE
13.1. Applicant Indemnity and Defense.
13.1.1. Applicant's Indemnity.
(a) Applicant shall Indemnify City from any Losses arising out of or
in connection with any litigation or other proceeding initiated by a third Person challenging any
City Approval (including this Agreement). Applicant's obligation to Indemnify City under this
Section shall include the obligation to Indemnify for any claim that any work performed by
Applicant is subject to prevailing wage requirements under Laws and the obligation to Indemnify
City for costs incurred by City staff and the City Attorney in connection with any such litigation
or other proceeding.
- (b) The Parties shall cooperate in defending any such litigation or
other proceeding. City shall have.the right to employ its own counsel in such litigation or other
proceeding and Applicant's obligation to Indemnify City under this Section 13.1.1 shall include
all reasonable fees and costs incurred by City for City's counsel. In no event shall City be
HO 182001/537473 -1 42
required to bear the fees or costs of Applicant's counsel in any such litigation or other
proceeding covered by this Section.
(c) The Parties acknowledge that this Section constitutes a separate
agreement entered into concurrently with this Agreement, and that if any other provision of this
Agreement or this Agreement as a whole is invalidated, rendered null or set aside by a court of `
competent jurisdiction as a result of any such litigation or other proceeding, the Parties shall
nevertheless be bound by the terms of this Section, which shall survive such invalidation,
nullification or setting aside by such court. The terms of this Section also shall survive any
termination of this Agreement to the extent arising from actions related to this Agreement, the
Approved Entitlements, or Subsequent. Approvals granted under this Agreement.
(d) Notwithstanding the foregoing, (i) only the RDO Holders shall
Indemnify City or otherwise be responsible under this Section 13.1.1 or otherwise regarding
Losses arising from the Major Public Improvements or their construction, provided, if another
member of Applicant actually constructs any portion of the Major Public Improvements, that
.member plus the RDO Holders shall Indemnify City and be responsible under this Section 13.1.1
as to that portion of the Major Public Improvements; and (ii) in the case of any matter related to
development by an individual member of Applicant on that member's portion of the Subject
Property, including without limitation a challenge to a City Approval or a claim regarding
prevailing wages, only that member of , Applicant shall Indemnify City or otherwise be
responsible under this Section 13.1.1.
13.1.2. Defense of Legal Action. In furtherance of the foregoing, in the event of
a legal action by a third Person challenging the validity, interpretation, or effectiveness of all or
any part of this Agreement or contesting any alleged actions or omissions of the City relating to,
or forming part of, the enactment of the ordinance adopting this Agreement, if City elects to
defend such action, or if Applicant requests that the City defend such action within five (5) days
after City notifies Applicant of such legal action, City will exert reasonable efforts to defend
such action. Upon becoming aware of such legal action, City shall have the right to submit a
demand for a deposit, in an amount to be determined by City, toward costs to be incurred by City
in connection with such action, including, without limitation, staff time and all court costs,
litigation expenses, and attorneys fees (hereinafter "Litigation Costs "). Said deposit, as well as
reimbursement for all Litigation Costs incurred by City in connection with such action, shall be
paid by Applicant within ten (10) days after written demand. -If the City seeks reimbursement of
any Litigation Costs, City shall provide reasonably detailed invoices of such Litigation Costs
promptly after written request by Applicant. City shall have the right from time to time to
reasonably estimate the amount it expects to incur in connection with such action, and to demand
from Applicant an additional deposit for such amounts, which additional deposit shall be paid to
City within ten (10) days after written demand. Upon the final conclusion of such action, any
unused deposit provided by Applicant shall be returned to Applicant. Nothing contained herein
shall be construed to limit the discretion of City, in the interest of the public welfare, to "settle,
defend or appeal, or to decline settlement or to terminate or forego defense or appeal of, such
legal action. In no event shall City- be required to continue litigation, although City shall have the
right to do so, in the event Applicant fails to pay any amounts owing to the City pursuant to this
Section within the time required by this Section. In no event shall City have any obligation or
HO 182001/537473 -1 43
liability to Applicant in connection with City's defense of such action, including without
limitation the outcome thereof, or in the event City elects not to defend such action or terminates
said defense. ,
13.2. Insurance. Commencing with initial grading for the Project and continuing until
full and final completion of the Major Public Improvements, each member of Applicant on'
whose property construction work is being performed or its Developer Agent shall obtain before
such work commences and thereafter shall maintain in effect until completion of the portion of
the Major Public Improvements on such property the following insurance: (i) a policy of
commercial general liability insurance with a combined single limit of not less than One Million
Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000) in the aggregate
with Four Million Dollars ($4,000,000) umbrella or excess liability coverage; and (ii) Workers'
Compensation Insurance covering all individuals employed by the member of Applicant or its
Developer Agent for such work, with coverage in the minimum amount required by Laws. Each
member of Applicant or its Developer Agent also shall cause each general contractor and
subcontractor performing work in the Subject Property or on the Major Public Improvements to
carry Workers' Compensation Insurance with coverage of at least the minimum amount required
by Laws. The commercial general liability insurance under clause (i) above shall name City, its
elected and appointed boards, commissions, officers, agents and employees, as additional
insureds, and shall include either a severability of interest clause or cross - liability endorsement.
Each member of Applicant or its Developer Agent shall furnish City certificates of insurance
evidencing that the insurance required to be carried under clauses (i) and (ii) above is in effect
and providing that City shall receive at least thirty (30) days prior written notice of the
cancellation or reduction in coverage of any insurance policy issued pursuant to clauses (i) or (ii)
above.
ARTICLE 14
TERMINATION OF AGREEMENT FOR OTHER THAN DEFAULT
14.1. Termination Upon Completion of Development. This Agreement shall
terminate upon the expiration of its term or when the Subject Property has been fully developed
in accordance with this Agreement and all of Applicant's obligations in connection herewith are
satisfied as determined by City, or as provided in Section 14.2. Upon termination of this
Agreement and upon receipt by City of a written request from any person whose interest or
interests in the Subject Property may be affected by the provisions of this Agreement, City shall
record a notice that this Agreement has been terminated, which notice shall be in a form
approved by the City Attorney.
14.2. Release of Parcels from Agreement.
14.2.1. Sinde Family Parcels and Condominium Units.
(a) Notwithstanding anything to the contrary in Article 8, Applicant
shall have the right to Transfer legal parcels in a residential subdivision or single - family
H0182001/537473-1 44
residential units with their legal parcel, or residential condominium units with their legal parcel,
to Occupants. No Occupant to whom a Transfer is made pursuant to this Section 14.2.1 shall
have any obligation or liability under this Agreement and the conditions specified in Section 8.2
shall not apply to any such Transfer to an Occupant. This Agreement shall automatically
terminate without any further action by Applicant or City or need to record any additional,
document, and be of no further force or effect, as to any such single - family residence, residential
condominium unit, its legal parcel and its buyer, and this Agreement shall be removed as an
encumbrance to the title of such parcel.
(b) Notwithstanding subsection (a), such termination shall not relieve
the member of Applicant responsible for the obligations of this Agreement applicable to the legal
parcel in question immediately prior to its Transfer, of all City Development Fees, City
Processing Fees, Utility Rates or Fees, and assessments or taxes applicable to the residence and
parcel being released which are then due and payable, and any liabilities or obligations
attributable to such portion of the Subject Property under this Agreement that have not yet been
satisfied.
14.2.2.2ther Parcels.
(a) In addition to the provisions of Section 14.2.1, this Agreement may
be terminated with respect to any legally subdivided parcel in the Subject Property at the request
of the then property owner, by giving written notice to City. City in its sole and absolute
discretion may approve the request after confirming satisfaction of the requirements in
subsection (b) below. The other members of Applicant agree that such termination shall not
require their approval, and any documentation necessary to remove this Agreement from title to
the parcel need only be signed by City and the requesting member of Applicant. Upon approving
the request, City shall execute and deliver to the requesting owner a termination document in
recordable form, prepared by the owner at its sole cost in a form acceptable to City in its
reasonable discretion, which the owner may then record. Applicant acknowledges that such
termination shall remove the vested rights protection of this Agreement from said parcel,
including without limitation rights as to allowed uses, limitations on applicable regulations, and
restrictions on future City fees.
(b) Such termination shall not be effective unless and until all City
Development Fees, City Processing Fees, Utility Rates or Fees or assessment or tax liens
applicable to the parcel being released have been paid, and all grants of rights -of -way,
dedications of land or other property right transfers to City or the other members of Applicant
needed to complete development of the Project have been completed or otherwise guaranteed.
Such termination shall not relieve the requesting member of Applicant of any liabilities or
obligations attributable to such portion of the Subject Property under this Agreement that have
not yet been satisfied.
14.2.3. Documentation of Termination. City and each member of Applicant
agree to execute, notarize and provide any documentation reasonably required by a title
company, lender or other entity to verify termination of this Agreement as described in this
Section.
H0182001/537473 -1 45
14.2.4. Sale Not A Transfer. Any sale of a portion of the Subject Property being
released from this Agreement pursuant to this Section 14.2 shall not be considered a Transfer
under Article 8 and shall not require compliance with Section 8.2.
14.3. Effect of Termination Upon Applicant Obligations. Termination of this'
Agreement as to any portion of the Subject Property shall not affect any of Applicant's
obligations to. comply with the Collective Standards, other than those contained solely in this
Agreement, including but not limited to the Gilroy General Plan, Gilroy Zoning Ordinance, other
City ordinances and regulations, and the terms and conditions of any Master P.U.D. zoning,
subdivision map, or other land use entitlements approved with respect to the Subject Property,
nor shall it affect any other covenants or development requirements specified in this Agreement
to continue after the termination of this Agreement, or obligations to pay assessments, liens, fees
or taxes.
14.4. Effect of Termination Upon City Obligations. Upon any termination of this
Agreement as to any portion of the Subject Property, the terms and conditions specified in the
Collective Standards which are fully vested in Applicant as provided in this Agreement shall no
longer be vested hereby with respect to the property affected by such termination, and City shall.
no longer be limited by the terms and conditions of this Agreement to make any changes or
modifications to such Collective Standards applicable to such property; provided, this Section
shall not affect any rights of Applicant that may be vested independently of this Agreement.
ARTICLE 15
CONCLUDING GENERAL PROVISIONS
15.1. - Covenants Running With The Land. All of the provisions, agreements, rights,
powers, standards, terms, covenants and obligations contained in this Agreement shall be binding
upon the Parties and their respective heirs, successors (by merger, consolidation, or otherwise)
and assigns, devisees, administrators, representatives, lessees, and all other Persons acquiring
Applicant's interest in the Subject Property, or any portion thereof, or any interest therein, or any
improvement thereon, whether by operation of Laws or in any manner whatsoever,. and shall
inure to the benefit of the Parties and their respective heirs, successors (by merger, consolidation
or otherwise) and permitted assigns as Transferees, as covenants running with the land pursuant
to Section 65868.5 of the Development Agreement Law, until this Agreement terminates or
otherwise ceases to apply to any portion of the Subject Property as specified in this Agreement
except for those provisions that may be specified to survive such termination. This Agreement
and the covenants shall run in favor of City, without regard to whether City. has been, remains or
is an owner of any land or interest in the Subject Property, any parcel or subparcel thereof.
15.2. Interests of Other Owners. If any portion of the Subject Property covered by
this Agreement shall not be owned by Applicant as of the date this Agreement shall be recorded,
Applicant shall obtain a consent of the owner of such portion of the Subject Property to the
recording of this Agreement against such owner's property, which shall be in recordable form
HO182001 /537473 -1 46
(an "Owner Consent "), on or before the date this Agreement is recorded, and such Owner
Consent shall be recorded concurrently with the recordation.of this Agreement.
15.3. Applicable Law; Venue. This Agreement, and the rights and obligations of the
Parties, shall be governed by and interpreted under California law. All legal or equitable actions .
or proceedings arising from this Agreement shall be filed in and maintained in the Superior `
Court of Santa Clara County.
15.4. Severability. If any provision of this Agreement, or the application or
enforcement thereof, is determined by judgment or court order or application of any Law to be
unenforceable, invalid or illegal, but the remaining portions can be enforced without failure of
material consideration to any Party, then the remaining provisions shall continue in full force and
effect, and this Agreement is declared to be severable, unless such enforcement would be
unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes
of this Agreement. Notwithstanding the above, if it is determined in final judgment by a court
of competent jurisdiction that (a) Applicant's rights are not vested in the manner and to the
extent agreed to herein, or (b) Applicant cannot, or is not required to, construct or dedicate to
City all or any part of.the Major Public Improvements, then the Parties shall meet and confer in a
good faith attempt to agree on a modification to this Agreement that shall fully achieve the
purposes hereof, and if such modification cannot be agreed upon then Applicant or City may
terminate this Agreement upon ninety- (90 -) days' written notice to all the Parties.
15.5. Gender; Numbers. Masculine, feminine, or neuter gender, and the singular and
the plural number shall each be considered to include the other whenever the context so requires.
15.6. Interpretation of Agreement. All the provisions of this Agreement have been
negotiated at arms - length between the Parties and after advice by counsel and other
representatives chosen by each Party, and the Parties are fully informed with respect thereto.
Therefore, this Agreement shall not be construed for or against any Party by reason of the
authorship or alleged authorship of any provisions hereof, or by reason of the status of any Party.
The provisions of this Agreement and the exhibits hereto shall be construed as a whole according
to their common meaning and not strictly for or against any Party and consistent with the
provisions hereof, in order to achieve the objectives and purpose of the Parties hereunder. The
captions preceding the text of each Article, Section, Exhibit and the Table of Contents hereof are
included only for convenience of reference and shall be disregarded in the construction and
interpretation of this Agreement.
15.7. Negation of Partnership; Third Party Beneficiaries. It is agreed among the
Parties that the Project is a private development, that City has no interest therein except as
authorized in the exercise of its governmental functions and except as specifically identified in
this Agreement, that no Party is acting as the agent of the others 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. None of the terms or provisions of this Agreement shall
be deemed to create a partnership between or among the Parties in the businesses of Applicant,
or the affairs of City, or otherwise, or cause them to be considered joint venturers or members of
any joint enterprise. This Agreement is not intended and shall not be construed to create any
110182001/537473 -1 47
third Party beneficiary rights in any Person who is not a Party unless expressly provided herein;
and nothing in this Agreement shall limit or waive any rights Applicant may have or acquire
against any third Person with respect to the terms, covenants or conditions of this Agreement.
15.8. Approvals. Unless otherwise provided in this Agreement, whenever approval,
consent or satisfaction (herein collectively referred to as an "approval ") is required of a Party
pursuant to this Agreement, it shall not be unreasonably withheld or. delayed. If a Party shall
disapprove, the reasons therefor shall be stated in reasonable detail in writing. Approval by a
Party to or of any act or request by another Party shall not be deemed to waive or render
unnecessary approval to or of any similar or subsequent acts or requests. Whenever, under this
Agreement, the term "approve" (or any grammatical variant thereof, such as "approved". or
"approval ") is used in connection with the right, power or duty of City, or any .representative
board, commission, committee or official of City, to act in connection with any City Approval,
such approval shall be made in accordance with the applicable terms, standards and conditions of
this Agreement.
15.9. Not A Public Dedication; Applicant Acknowledgements. Except for Exactions
made in accordance with this Agreement and the City Approvals, and then only when made to
the extent so required, nothing herein contained shall be deemed to be a gift. or dedication of the
Project, or portion thereof, to the general public, for the general public, or for any public use or
purpose whatsoever, it being the intention and understanding of the Parties that this Agreement
be strictly limited to and for the purposes herein expressed for development of the Project as
private property. Notwithstanding the foregoing provisions, Applicant acknowledges that (i) a
reasonable relationship exists between all Dedications and Exactions imposed by the Approved
Entitlements (including those imposed by this Agreement) and the impact of the Project upon
City and its residents, and (ii) the direct and indirect impacts of the Project and the benefits of
this Agreement to Applicant warrant and require the terms and conditions of this Agreement, and
but for the acknowledgements of Applicant contained in the foregoing clauses (i) and (ii), City
would not have entered into this Agreement.
15.10. Entire Agreement. This written Agreement and the exhibits hereto, and any
administrative implementation memoranda entered into pursuant to Section 3.6, contain all the
representations and the entire agreement between City and Applicant with respect to the subject
matter hereof. Except as otherwise specified in this Agreement, any prior correspondence,
memoranda, agreements, warranties or representations are superseded in total by this Agreement
and exhibits hereto, and such administrative implementation memoranda. Neither the conduct or
actions of the Parties, nor the course of dealing or other custom or practice between the Parties,
shall constitute a waiver or modification of any term or provision of this Agreement; and this
Agreement may be modified or amended only in the manner specified in this Agreement.
15.11. Counterparts. This Agreement and all amendments and supplements to it may
be executed and acknowledged on separate counterpart signature pages, which when combined
shall be construed as one complete document.
15.12. Mitigation of Damages. In all situations arising out of this Agreement, each
Party shall use commercially reasonable efforts to mitigate the damages resulting from the
H0182001/537473 -1 48
conduct of the other Party. Each Party shall take all reasonably necessary measures to effectuate
the provisions of this Agreement.
15.13. Further Assurances and Cooperation; Covenant to Sign Documents.. Each
Party to this Agreement agrees to cooperate with every other Party to this Agreement to
accomplish in a reasonable and timely manner all of the obligations of the Parties required under
this Agreement. Each Party covenants, on behalf of itself and its successors, heirs and assigns, to
take all actions and do all things, and to execute; with acknowledgment or affidavit if required,
any and all documents and writings, which may be necessary or reasonably required to achieve
the purposes and objectives of this Agreement.
15.14. Covenant of. Good. Faith and Fair Dealing. No Party shall do anything which
shall have the effect of harming or injuring the right of another Party to receive the benefits of
this Agreement; each Party shall refrain from doing anything which would render its
performance under this Agreement impossible; and each Party shall do everything. which this
Agreement contemplates that such Party shall do in order to accomplish the objectives and
purposes of this Agreement.
15.15.. References; Terminology. Unless otherwise specified, whenever in this
Agreement reference, is made to the Table of Contents, any Article; Section or Exhibit, or any
defined .term, such reference shall be deemed to refer to the Table of Contents, Article, Section
or Exhibit or defined term of this Agreement. The use in this Agreement of the words
"including ", "such as" or words of similar import, when following any general term, statement or
matter, shall not be construed to limit such statement, term or matter to specific items or matters,
whether or not language of nonlimitation, such as "without limitation" or "but not limited to", or
words of similar import, are used with reference thereto, but rather shall be deemed to refer to all
other items or matters that could reasonably fall within the broadest possible scope of such
statement, term or matter.
15.16. Irregularity in Proceeding. No action, inaction or recommendation by a Party
pursuant to this Agreement, or of City in connection with a City Approval, shall be held void or
invalid, or be set aside by a court on the grounds of improper admission or rejection of evidence,
or by reason of any error, irregularity, informality, neglect or omission (collectively, an "error "),
as to any matter pertaining to petition, application, notice, finding, record, hearing, report,
recommendation or any matters of procedure whatsoever, unless after an examination of the
entire record with respect to such error, the court finds that the error complained of was
prejudicial, and that by reason of the error, the complaining Party, or third Person, sustained and
suffered substantial injury, and that a different result would have been probable if the error had
not occurred or existed. No presumption shall arise that an error is prejudicial, or that injury
resulted from an error, solely as a result of a showing that error occurred.
15.17. Time of the Essence.. Time is of the essence of this Agreement and of each and
every term and condition hereof.
110182001/537473-1 49
15.18. Incorporation of Recitals and Exhibits.
15.18.1. Recitals. Recitals A through T are incorporated herein, including ,
all exhibits referred to in said Recitals. In the event of inconsistency between the Recitals and the.
provisions of Articles 1 through 15, the provisions of Articles 1 through 15 shall prevail.
15.18.2. Exhibits. The exhibits listed below, to which reference is made
herein, are hereby deemed incorporated into this Agreement in their entirety by reference thereto:
Exhibit A
Exhibit A -1
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit F -1
Exhibit F -2
Exhibit G
Exhibit H
Exhibit I
Legal Description of the Subject Property
Specific Plan Map of Subject Properties
Approved Entitlements
Narrative Description of the Project
Form of Assignment and Assumption Agreement
Omitted
Summary of Major Public Improvements and Phasing
Map of Residential Clusters and Development Areas
Major Public Improvements Conceptual Diagrams
Residential Development Allocations
Omitted
City Fees /Taxes in Effect as of Adoption Date
15.19. Notices and Initial Addresses. All formal notices, demands, correspondence,
and other communications (herein collectively referred to as "notices ") to a Party under this
Agreement shall be in writing and given by delivering the same (a) in person, (b) by registered or
certified mail or Express Mail, return receipt requested, postage prepaid, or (c) by overnight
courier service, to such Party's mailing address as set forth below or as otherwise provided, or
(d) by facsimile if followed by delivery sent on the same or next business day via regular mail.
Any Party to this Development Agreement may, from time to time, advise the other Parties of a
new address or facsimile number for such notices by formal notice pursuant to this Section, at
least ten (10) days prior to the date such change is effective. All formal notices under this
Agreement shall be deemed given, received, made or communicated (x) on the date personal
delivery is effected, or (y) if mailed or sent by courier then on the delivery date or the attempted
delivery date as shown on the return receipt or courier records, or (z) if sent by facsimile then on
the date sent if sent during the normal weekday business hours of the recipient or else on the next
business day, all assuming successful facsimile transmission and receipt.
Notices and communications with respect to technical matters in the routine performance
and administration of this Agreement may be given by or to the appropriate representative of a
Party by such means as may be appropriate to ensure adequate communication of the
information, including written confirmation of such communication where necessary or
appropriate.
City shall be required to give notices to Mortgagees and to Transferees only if City has
been notified in writing of their interest in the Subject Property and City has received a written
request for such notices and their address for receiving notices.
H01 82001/537473-1 50
The initial address for sending notices to each Party shall be as follows:
To City:
City of Gilroy
7351 Rosanna Street `
Gilroy, CA 95020 -6190
Attn: City Administrator
Phone: (408) 846 -0202
Fax: (408) 846 -0500
To Hoey North:
Hoey Ranch Company
c/o Jim Hoey
2480 Hecker Pass Highway
Gilroy, CA 95020
Phone: (408) 848 -5938
Fax: (408) 848 -5788
To Hoey South:
Hoey Family Partnership
c/o Jim Hoey
2480 Hecker Pass Highway
Gilroy, CA 95020
Phone: (408) 848 -5938 -
Fax: (408) 848 -5788
To Goldsmith:
Goldsmith Seeds, Inc.
2280 Hecker Pass Highway
P.O. Box 1349
Gilroy, CA 95020
Phone: (408) 847 -7333
Fax: (408) 847 -2833
To Ernie Filice Trust:
Ernest E. Filice Family Trust
Ernie Filice, Trustee
910 Second Street
Gilroy, CA 95020
Phone: (408) 847 -1896
Fax: (408) 842 -6101
HO1 82001 /537473 -1 51
To Ellen Filice Trust: Ellen F. Filice Family Trust
William Filice, Trustee
7821 Santa Theresa Drive
Gilroy, CA 95020
Phone: (408) 842 -3042
Fax: NONE
To Fratelli: Fratelli Ranch, LLC
c/o Chris Vanni
8080 Santa Teresa Boulevard, Suite 210
Gilroy, CA 95020
Phone: (408) 847 -9190
Fax: (408) 842 -7160
To Arias Trust: Jess V. Arias & Josephine Arias Revocable Living Trust
c/o Anthony Luna
2300 Hecker Pass Hwy.
Gilroy, CA 95020
Phone: (408) 846 -6551
Fax: (408) 846 -4695
To Bank: South Valley National Bank
c/o General Counsel
Pacific Capital Bancorp
1021 Anacapa Street
Post Office Box 60839
Santa Barbara, CA 93160 -0839
Phone: (805) 564 -6264
Fax: (805) 882 -3856
To Raleys: Raley's
Vice President Real Estate
500 West Capitol Avenue
West Sacramento, CA 95605
Phone: (916) 376 -6900
Fax: (916) 376 -6767
With a copy to: Raley's - Legal Department
500 West Capitol Avenue
West Sacramento, CA 95605
Phone: (916) 373 -6108
Fax: (916) 371 -1323
H0182001/537473 -1 52
To Giacalone, Christopher and D'Arpino Trust:
Giacalone Management, Inc.
P.O. Box 2062
Gilroy, CA 95021
Phone: (408) 846 -6610
Fax: (408) 846 -6660
To Church: South Valley Community Church
8095 Kelton Avenue
Gilroy, CA, 95020
Attn: Hecker Pass Development
Phone: (408) 848 -2363 (x112)
Fax: (408) 847 -7134
15.20. Authority. Each Party warrants and represents to the other Parties, which
warranties and representations shall survive termination of this Agreement, that each individual
executing this Agreement on behalf of such Party is duly and fully authorized to enter into this
Agreement on behalf of such entity, that this Agreement will be binding on such entity, and that
the execution of this Agreement has been approved and ratified as required by the organizational
documents of such entity or any applicable laws. Applicant warrants and represents to City that
the members of Applicant constitute all the fee owners to the entire Subject Property.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
HO182001/537473 -1 53
IN WITNESS WHEREOF, this Agreement is executed by the parties hereto on the date first set
forth above.
CITY: CITY OF GILROY, a municipal corporation
By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
APPLICANT:
Hoey North: Hoey Ranch Co., a California General Partnership
By:
Its:
Hoey South: Hoey Family Partnership, a California Limited Partnership
By:
Its:
Goldsmith: Goldsmith Seeds, Inc., a California corporation
By:
Its:
H0182001/537473 -1 54
Ernie Filice Trust: Ernest E. Filice Family Trust
By:
Ernest E. Filice, Trustee
Ellen Filice Trust: Ellen F. Filice Family Trust (Exemption Trust) UTD
By:
William F. Felice, Trustee
Fratelli: Fratelli Ranch, LLC, a California limited liability company
By Vanni Properties, Inc., a California corporation, its Manager
Christopher E. Vanni, President
Arias Trust: The Jess V. Arias and Josephine Arias Revocable Living Trust
By:
Trustee
Trustee
Bank: South Valley National Bank, a division of Pacific Capital Bank, N.A.
By:
Its:
Raleys: Raley's, a California corporation
By:
Its:
HOl 82001/537473-1 55
Giacalone:
Joseph P. Giacalone
Patricia E. Giacalone
a
Christopher:
Donald C. Christopher
D'Arpino Trust: The D'Arpino Revocable Trust
By:
Nicholas D'Arpino, Trustee
.By;
Rae M. D'Arpino, Trustee
Church: South Valley Community Church Inc.,
a California non -profit corporation
By:
Its:
HO182001 /537473 -1 56
EXHIBIT A
LEGAL DESCRIPTIONS AND PLATS OF THE SUBJECT PROPERTY
All of that real property in the City of Gilroy, County of Santa Clara, State of California,'
more particularly described as follows and shown on the Attachments attached to this Exhibit A
and made a part hereof-
HO 182001/537473-1
LEGAL DESCRIPTION FOR THE HOEY NORTH PROPERTY
APN 783 -04 -019 (portion within Specific Plan Area)
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
A portion of that certain parcel of land described in the Lot Line Adjustment filed as Document
Number 15579155, Records of. Santa Clara County, being more particularly described as
follows:
BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being the
southeast corner of said parcel; thence running along said centerline
1) S89 °20'07 "W, a distance of 684.04 feet; thence continuing along said centerline
2) N88 °59'52 "W, a distance of 418.21 feet; thence leaving said centerline.
3) N12 °37'38 "E, a distance of 33.69 feet; thence
4) N88 °59'52 "W, a distance of 307.66 feet to a point on a westerly line of said parcel; thence
running along said westerly line
5) N00 °17'23 "W, a distance of 1,172.38 feet; thence leaving said line
6) N89 °39'57 "E, a distance of 578.15 feet; thence
7) N89 958'31 "E, a distance of 829.64 feet to a point on the easterly line of said parcel; thence
running along said easterly line
8) S00 °01'29 "E, a distance of 1,213.73 feet to the POINT OF BEGINNING.
Containing 1,697,825.19 square feet or 38.9767 acres, more or less.
END OF DESCRIPTION.
2
H0182001/537473 -1
LEGAL DESCRIPTION FOR A PORTION OF THE HOEY WEST PROPERTY
APN # 810 -20 -011
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
A portion of Parcel A, as said parcel is shown on the Record of Survey Map filed in Book 316 of
Maps, at page 48, Records of Santa Clara County, being more particularly described as follows:
BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being a
northeast corner of said parcel; thence leaving said centerline
1) SO °08'22 "E, a distance of 592.80 feet; thence
2) S8805 1'38"W, a distance of 647.40 feet; thence
3) SO 1 008'22 "E, a distance of 211.56 feet; thence
4) S87 °31'18 "W, a distance of 21142 feet; thence
5) N74-1 0'53"W, a distance of 133.67 feet; thence
6) S84 °06'52 "W, a distance of 113.12 feet; thence
7) S82 °55'46 "W, a distance of 294.77 feet; thence
8) S87 °24'25 "W, a distance of 177.55 feet; thence
9) N00 °39'04 "W, a distance of 848.45 feet to a point in said centerline; thence running along said
centerline
10) S88 °59'52 "E, a distance of 714.08 feet; thence continuing along said centerline
11) N89 °20'07 "E, a distance of 851.26 feet to the POINT OF BEGINNING.
Containing 1,136,294.30 square feet or 26.0857 acres, more or less.
END OF DESCRIPTION.
3
H0182001/537473 -1
LEGAL DESCRIPTION FOR A PORTION OF THE HOEY WEST PROPERTY
PLUS ALL OF THE HOEY EAST PROPERTY
APN # 810 -20 -013
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
All of Parcel 2, as said parcel is shown on the Parcel Map filed in Book 663 of Maps, at Page 14,
Records of Santa Clara County, being more particularly described as follows:
BEGINNING at the most northeast corner of said parcel; thence running along the easterly line
of said parcel
1) S00° 15'49 "E, a distance of 934.32 feet to the northerly line of Tract 8962, as said tract is
shown on the map filed in Book .696 of Maps, at Page 22, Records of Santa Clara County; thence
running along said northerly line
2) S36 °03'31 "W, a distance of 129.40 feet; thence continuing along said northerly line
3) N69 °32'59 "W, a distance of 182.00 feet; thence continuing along said northerly line
4) N44-14'1 9"W, a distance of 692.95 feet; thence continuing along said northerly line
5) N63'1 8'49"W, a distance of 352.70 feet; thence continuing along said northerly line
6) S80 °06'21 "W, a distance of 475.20 feet; thence continuing along said northerly line
7) S57 °03'51 "W, a distance of 211.50 feet; thence continuing along said northerly line
8) S62 °30'51 "W, a distance of 325.10 feet; thence continuing along said northerly line
9) S80 °48'08 "W, a distance of 415.85 feet; thence leaving said northerly line
10) N00 °07'49 "W, a distance of 399.79 feet; thence
11) N89 °59'51 "W, a distance of 240.66 feet; thence
12) N00 °39'04 "W, a distance of 387.86 feet; thence
13) N87 °24'25 "E, a distance of 177.55 feet; thence
14) N82 °55'46 "E, a distance of 294.77 feet; thence
15) N84 °06'52 "E, a distance of H 3.12 feet; thence
4
H0182001/537473 -1
16) S74 °10'53 "E, a distance of 133.67 feet; thence
17) N87 °31'18 "E, a distance of 213.42 feet; thence
18) S01 °08'22 "E, a distance of 214.84 feet; thence
19) N87 °36'03 "E, a distance of 196.55 feet; thence
20) N51 °35'53 "E, a distance of 362.06 feet; thence
21) N72 °47'33 "E, a distance of 169.36 feet; thence
22) S86 °47'17 "E, a distance of 206.97 feet; thence
23) S65 °57'07 "E, a distance of 348.58 feet; thence
24) N89 °43'53 "E, a distance of 536.11 feet to the POINT OF BEGINNING.
Containing 1,629,807.44 square feet or 37.4152 acres, more or less.
END OF DESCRIPTION.
5
HO 182001/537473 -1
LEGAL DESCRIPTION FOR A PORTION OF THE GOLDSMITH PROPERTY
APN # 810 -21 -001
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,.
described as follows: `
A portion of Parcel A, as said parcel is shown on the Parcel Map filed in Book 326 of.Maps, at
Page 35, Records of Santa Clara County, and being more particularly described as follows:
BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being the
northeasterly corner of said Parcel A; thence leaving said centerline, and running along the
easterly line of said parcel
1) S00 °06'41 "W, a distance of 2,386.61 feet to a point on the northerly line Tract 8962, as said
Tract is shown on the map filed in Book 696 of Maps, at Page 22, Records of Santa Clara
County; thence running along said northerly line
2) N85 °37'56 "W, a distance of 239.44 feet; thence continuing along said northerly line
3) N77 °1 8'36 "W, a distance of 196.05 feet; thence continuing along said northerly line
4) N83 °1 2'06 "W, a distance of 110.30 feet; thence continuing along said northerly line
5) N67 °30'56 "W, a distance of 83.95 feet; thence continuing along said northerly line
6) N38 °41'06 "W, a distance of 60.95 feet; thence continuing along said northerly line
7) N33 °22'56 "W, a distance of 113.60 feet; thence continuing along said northerly line
8) N56 °33'56 "W, a distance of 102.21 feet to a point on the westerly line of said Parcel A; thence
running along said westerly line
9) N00 °15'49 "W, a distance of 2,057.15 feet to a point on said centerline; thence running along
said centerline
10) N89 °20'07 "E, a distance of 717.08 feet; thence continuing along said centerline
11) N80 °57'01 "E, a distance of 101.32 feet to the POINT OF BEGINNING.
Containing 1,851,311.66 square feet or 42.5003 acres, more or less.
END OF DESCRIPTION.
6
H0182001/537473 -1
LEGAL DESCRIPTION FOR A PORTION OF THE GOLDSMITH PROPERTY
APN # 810 -20 -005
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
All of that parcel of land depicted on the Record of Survey Map filed in Book 250 of Maps, at
.Page 21, Records of Santa Clara County, and shown as containing 16.738 acres (net), being more
particularly described as follows:
BEGINNING at a point on the centerline of the Hecker Pass Highway, said point also being the
northeast corner of said parcel; thence leaving said centerline, and running along the easterly line
of said parcel
1) S00 °15'49 "E, a distance of 912.22 feet; thence
2) S89'43'53 "W, a distance of 536.11 feet; thence
3) N65 °57'07 "W, a distance of 348.58 feet; thence
4) N01 °08'22 "W, a distance of 762.78 feet to a point on said centerline of Hecker Pass Highway;
thence running along said centerline
5) N89 °20'07 "E, a distance of 865.46 feet to the POINT OF BEGINNING.
Containing 757,955.66 square feet or 17.4003 acres, more or less.
END OF DESCRIPTION.
7
H0182001/537473 -1
LEGAL DESCRIPTION FOR THE FILICE PROPERTY
APN # 810 -21 -003
ti
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
All of Lot C, as said lot is shown on the map filed in Book F of Maps, at Page 69, Records of
Santa Clara County, being more particularly described as follows:
BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being the
northeasterly corner of said Lot C, thence leaving said centerline and running along the easterly
line of said lot
1) S00 °04'43 "W, a distance of 2,705.42 feet; thence
2) N89 °58'19 "W, a distance of 562.90 feet to a point on the westerly line of said lot; thence
running along said westerly line
3) N00 °01'41 "E, a distance of 2,615.10 feet to a point in said centerline; thence running along.
said centerline
4) N80 °57'01 "E, a distance of 572.45 feet to the POINT OF BEGINNING.
Containing 1,500,581.53 square feet or 34.4486 acres, more or less.
END OF DESCRIPTION.
8
1- 10182001/537473 -1
LEGAL DESCRIPTION FOR THE FRATELLI PROPERTY
APN # 810 -21 -007
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
Being a portion of Lot D, as said lot is shown on the map filed in Book F of Maps, at Page 69,
Records of Santa Clara County, being more particularly described as follows:
BEGINNING at a point on the centerline of the Hecker Pass Highway, said point also being the
northwesterly corner of said lot; thence running along said centerline
1) N80 °57'01 "E, a distance of 622.94 feet; thence leaving said centerline, and running along the
easterly line of said lot
2) S00 °01'41 "W, a distance of 2,575.10 feet to a point on the northerly line of Tract 8962, as said
Tract is shown on the map filed in Book 696 of Maps, at Page 22, Records of Santa Clara
County; thence running along said northerly line
3) N89 °58'19 "W, a distance of 200.00 feet; thence continuing along said northerly line
4) N82 °22'38 "W, a distance of 151.33 feet; thence continuing along said northerly line
5) N44 °1 8'36 "W, a distance of 98.17 feet; thence continuing along said northerly line
6) N89 °58'19 "W, a distance of 200.00 feet to a point on the westerly line of said Lot D; thence
running along the westerly line of said lot
7) N00 °06'41 "E, a distance of 2,386.61 feet to the POINT OF BEGINNING.
Containing 1,534,952.42 square feet or 35.2377 acres, more or less.
END OF DESCRIPTION.
9
H01 82001/537473-1
LEGAL DESCRIPTION FOR THE ARIAS TRUST PROPERTY
APN # 810 -20 -004
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
All of Parcel 1, as said parcel is shown on the Parcel Map filed in Book 287 of Maps, at page 24,
Records of Santa Clara County, being more particularly described as follows:
BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being a
northwesterly corner of said parcel; thence running along said centerline
1) N89 °20'07 "E, a distance of 206.38 feet; thence leaving said centerline
2) SO1 °08'22 "E, a distance of 762.78 feet; thence
3) N86 °47'17 "W, a distance of 206.97 feet; thence
4) S72 °47'33 "W, a distance of 169.36 feet; thence
5) S51 °35'53 "W, a distance of 362.06 feet; thence
6) S87 °36'03 "W, a distance of 196.55 feet; thence
7) NO1 °08'22 "W, a distance of 426.40 feet; thence
8) N88 °51'38 "E, a distance of 647.40 feet; thence
9) NO1 °08'22 "W, a distance of 592.80 feet to the POINT OF BEGINNING.
Containing 358,576.81 square feet or 8.2318 acres, more or less.
END OF DESCRIPTION.
10
H0182001/537473 -1
LEGAL DESCRIPTION FOR THE BANK/RALEYS PROPERTY
APN # 810 -20 -015
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
All, of Parcel A, as said parcel is described in the Lot Line Adjustment filed as. Document
Number 1413,9227, Records of Santa Clara County, being more particularly described as
follows:
BEGINNING at a point on the southerly line of the Hecker Pass Highway, said point also being
on the westerly line of Parcel 1, as said parcel is shown on the Parcel Map filed in Book 380 of
Maps, at Page 42, Records of Santa Clara County; thence leaving said southerly line, and
running along said westerly line of said Parcel 1
1) SO1 °01'51 "E, a distance of 262.81 feet; thence
2) S49 °58'09 "W, a distance of 25.01 feet; thence
3) S00 °50'51 "E, a distance of 589.10 feet; thence
4) S81 °09'5.1 "E, a distance of 51.96 feet; thence
5) S88 °25'51 "E, a distance of 107.09 feet; thence
6) S 8 1 °40'51 "E, a distance of 58.77 feet; thence
7) S88 °03'51 "E, a distance of 138.22 feet; thence
8) N85 °21'09 "E, a distance of 77.50 feet; thence
9) N68 °20'09 "E, a distance of 186.73 feet; thence
10) N78 °47'09 "E, a distance of 80.95 feet; thence
1 l) S00 °39'04 "E, a distance of 387.52 feet to the beginning of a non - tangent curve to the right,
from which the radius point bears N04 °37'04 "W, a radial distance of 65.00 feet; thence
12) Westerly along said curve, through a central angle of 04 °37'08 ", a distance of 5.24 feet;
thence
13) N89 °59'55 "W, a distance of 88.59 feet to the beginning of a curve to the left having a radius
of 1,360.00 feet; thence
14) Westerly along said curve, through a central angle of 13 °40'00 "; a distance of 324.40 feet;
thence
H0 182001/537473-1
15) S76 °20'05 "W, a distance of 499.27 feet to the beginning of a curve to the right having a
radius of 632.00 feet; thence
16) Westerly along said curve, through a central angle of 23 °25'00 "; a distance of 258.30 feet to
the beginning of a compound curve to the right having a radius of 193.00 feet; thence
17) Northwesterly along said curve, through a central angle of 49 °07'00 ", a distance of 165.45
feet; thence
18) N31 °07'55 "W, a distance of 282.74 feet; thence
19) N30 °48'46 "W, a distance of 412.10 feet; thence
20) N67 °03'46 "W, a distance of 77.84 feet; thence
21) N49 °01'16 "W, a distance of 98.97 feet; thence
.VI
22) N31 °06'46 "W, a distance of 155.48 feet; thence
23) N37 °09'46 "E, a distance of 73.02 feet; thence
24) N35 °02'17 "W, a distance of 338.15 feet to a point on said southerly line of the Hecker Pass
Highway; thence running along said southerly line
25) N85 °33'16 "E, a distance of 1,343.67 feet to the POINT OF BEGINNING.
Containing 1,483,878.61 square feet or 34.0652 acres, more or less.
END OF DESCRIPTION.
12
H0182001/537473 -1
LEGAL DESCRIPTION FOR THE GIACALONE PROPERTY
APN # 810 -20 -006
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
All of Parcel 1, as said parcel is shown on the map filed in Book 380 of Maps, at Page 42,
Records of Santa Clara County, being more particularly described as follows:
BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being the
northeast corner of said parcel; thence leaving said centerline, and running along the easterly line
of said parcel
1) S00 °39'04 "E, a distance of 434.06 feet; thence
2) S89 °20'09 "W, a distance of 687.21 feet; thence
3) N00 °50'51 "W, a distance of 115.78 feet; thence
4) N49 °58'09 "E, a distance of 25.01 feet; thence
5) NO °01'51 "W, a distance of 295.87 feet to a point on said centerline; thence running along
said centerline
6) N85'33'1 6"E, a distance of 274.32 feet; thence continuing along said centerline
7) S88 °59'52 "E, a distance of 396.69 feet to the POINT OF BEGINNING.
Containing 295,713.25 square feet or 6.7886 acres, more or less.
END OF DESCRIPTION.
13
HO 182001/537473 -1
LEGAL DESCRIPTION FOR A PORTION OF THE CHURCH PROPERTY
APN # 810 -21 -004
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
All of that parcel of land shown as containing 13.326 acres (net) on the Record of Survey map
filed in Book 190 of Maps, at page 2, Records of Santa Clara County, being more particularly
described as follows:
BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being the
northwesterly corner of said lot; thence running along said centerline
1) N80 °57'01 "E, a distance of 217.14 feet to the northeast corner of said parcel; thence leaving
said centerline, and running along the easterly line of said parcel
2) S00 °02'56 "W, a distance of 2,739.68 feet to the southeast corner of said parcel; thence .
running along the southerly line of said parcel
3) N89'58'1 9"W, a distance of 215.80 feet to the southwest corner of said parcel; thence running
along the westerly line of said parcel
4) N00 °04'43 "E, a distance of 2,705.42 feet to the POINT OF BEGINNING.
Containing 585,604.04 square feet or 13.4436 acres, more or less.
END OF DESCRIPTION.
14
H0182001/537473 -1
LEGAL DESCRIPTION FOR A PORTION OF THE CHURCH PROPERTY
APN# 810 -21 -005
All that real property situated in the City of Gilroy, County of Santa Clara, State of California, 4
described as follows:
A portion of Lot B, as said lot is shown on the map filed in Book F of Maps, at Page 69, Records
of Santa Clara County, and being more particularly described as follows:
BEGINNING at a point in the, centerline of the Hecker Pass Highway, said point located at the
intersection of the northerly prolongation of the easterly line of said Lot B with said centerline;
thence leaving said centerline, and running along said easterly line and prolongation thereof
1) S00 °01'13 "W, a distance of 2,773.94 feet; thence leaving said easterly line
2) N89 °58'19 "W, a distance of 215.80 feet to the southeasterly corner of the parcel of land
shown as containing 13.326 acres (net) on the Record of Survey map filed in Book 190 of Maps,
at page 2, Records of Santa Clara County; thence running along the easterly line of said parcel of
land
3) N00 °02'56 "E, a distance of 2,739.68 feet to a point in said centerline of Hecker Pass
Highway; thence running along said centerline
4) N80 °57'01 "E, a distance of 217.14 feet to the POINT OF BEGINNING.
Containing 593,022.11 square feet or 13.6139 acres, more or less.
END OF DESCRIPTION.
15
1101 82001 /537473 -1
ATTACHMENT TO EXHIBIT A
PLATS OF EACH PORTION OF THE SUBJECT PROPERTY
16
H01 82001/537473 -1
PLAT OF THE HOEY NORTH PROPERTY
APN 783-04-019 (portion within Specific Plan Area)
TkAffl 61 sfi
05-m-8
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17
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17
HO 182001/537473-1
Im
PLAT OF A PORTION OF THE HOEY WEST PROPERTY
APN 810 -20 -011
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18
H0182001/537473 -1
PLAT OF A PORTION OF THE HOEY WEST PROPERTY
PLUS ALL OF THE HOEY EAST PROPERTY
APN 810-20-013
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LPN # 810-20-004
110182001/537473-1
24
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EXHIBIT"
FOR THE LANDS' OF � Rjem li
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H.ALEYS, AND PACIFIC � ���ar & Ass+ arcs
CAPITAL BANK, N.A.
APN # 810-20-015
#,NTA "A C1iMY. CAUk0RMA 1 • . ,ml Q i
25
1-10182001/537473 -1
PLAT OF THE GIACALONE PROPERTY
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H0182001/537473 -1
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H0182001/537473 -1
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28
H0182001/537473 -1
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4_•' 0 M. L�Y. T N I T [r I.e H d t R .C.14 � i�r i i , �:a3- - Ssnt?t • tva.i!rn. C•, S: +s:;;
wa. +23,x-rA i, @Ck1i dad �l8.
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28
H0182001/537473 -1
EXHIBIT A -1
MAP OF SUBJECT PROPERTIES
29
H0182001/537473 -1
00
C)
O
SUBJE'C"I'PROPE TI} S - ASDEFINED I.N RECITAL E
HECKE'll. PkSS SPE'CIFIC PLkNI
Gil-ROY, CALIFORNIA
(NOVEIMBFAI 200(3 - D13AFf')
0 1000' 2000*
SCALE W FEET: 1 '- 1000-
LEGEND
- - - - SPEOKC rl,.kN HOUNDARY
NOTE: THIS- D"GRPOM OF INFRAZTRUCTURE AuNID PlIN-S' IS
CONCEPTUAL AND INTENDED FOR REFERENCE ONLY. PRELMINARY
tl,\(-.KBONC- INMASTRUCTURE. NLASTER PLAINS I-LAVE BC-LN PREPA14tED FOR
CFfy,"LPP[IOV.Al-'ri-LNf'i'f-tO ,IIDE.\-IOFiL:DL-"r,'\]L. IN'rj-tLLvL.',vrOFA
CONPLY.; I , 'ITIE II1M30INE. V\11A. (;OVEltv,
EXHIBIT B
APPROVED ENTITLEMENTS
1. Final Environmental Impact Report Resolution No. 2005 -02, dated January 18, 2005.
2.
General Plan Amendment
Resolution No. 2005 -03, dated January 18, 2005.
3.
Zoning Amendment
Ordinance No. 2005 -02, dated February 7, 2005.
4.
Specific Plan
Resolution No. 2005 -03, dated January 18, 2005.
5.
SPA -MND
By Motion on December 18, 2006.
6.
Specific Plan Amendment
Resolution No. 2007 -_, dated January 22, 2007.
7.
Backbone MND
By Motion on December 18, 2006.
8.
Backbone Plans
Resolution No. 2007 -_, dated January 22, 2007.
9.
Development Agreement
Ordinance No. 2007 -_, dated February 5, 2007.
31
H0182001 /537473 -1
EXHIBIT C
PROJECT SUMMARY
The following table shows the "Land Use" distribution for the Subject Property. This represents
a subset of Specific Plan Table 3 -1, which covered the entire 423 -acre Specific Plan Area.
Land Use
Category
Approximate
Acreage
No. of New
Dwelling Units
Open Space
109
0
Open Space
11
0
Park/Recreational Facility
98
0
Residential
88
488
Hillside
0
0
Hecker Pass Cluster
882
488
Low Density
0
0
Agriculture
115
0
Hecker Pass Agriculture
59
0
Agricultural Commercial
34
0
Agri- tourist
17
0
Agri- tourist Overlay
5
0
Community Facility
18
0
Total Subject Property
330
488
1. Includes 3 -acre neighborhood park site
2. Excludes 3 -acre neighborhood park site
H0182001/537473-1
EXHIBIT D
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
H0182001/537473 -1
RECORDING REQUESTED BY AND
WHEN RECORDED, MAIL TO:
City Clerk
City of Gilroy City Hall
7351 Rosanna Street
Gilroy, California 95020
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "this Agreement ") is made
and entered into as of , 20_, by and between ( "Transferor ")
and ( "Transferee ").
RECITALS
A. Transferor or a predecessor in interest of Transferor entered into a Development
Agreement (the "Development Agreement ") with the City of Gilroy ( "City ") dated
, 2007, which was recorded on , 2007 as Document No.
in Book , Page of the Official Records of Santa Clara County, California, pursuant to
which Transferor as a member of a group of property owners agreed to build certain public
improvements as a condition to City granting Transferor vested rights to develop certain property
more particularly described in said Development Agreement as a portion of the "Subject
Property ", all as subject to certain terms and conditions'set forth in the Development Agreement.
B. Transferor has agreed to assign to Transferee all of Transferor's interests in all or
a portion of Transferor's portion of the Subject Property as described in Exhibit One attached
hereto (the "Assigned Property ") by a deed or other written instrument, which will be recorded in
the Official Records of Santa Clara County, California concurrently with the recordation of this
instrument. Transferor also has agreed to assign to Transferee all of Transferor's rights, duties
and obligations under the Development Agreement with respect to the Assigned Property, with
the intent that Transferor be relieved of all such rights, duties and obligations, as authorized
under Article 9 of the Development Agreement.
C. Transferee desires to assume all of Transferor's rights, duties and obligations
under the Development Agreement with respect to the Assigned Property and to relieve
Transferor of all of said assigned rights, duties and obligations in reference to the Assigned
Property.
NOW, THEREFORE, Transferor and Transferee hereby agree as follows:
1. Transferor hereby assigns, effective as of Transferor's conveyance of the
Assigned Property to Transferee, all of the rights, title and interest of Transferor under the
Development Agreement with respect to the Assigned Property. Transferor retains all the rights,
2
H0182001/537473 -1
interest, and interests under the Development Agreement with respect to all other property within
the Subject Property owned by Transferor.
2. Transferee hereby contractually assumes all of the burdens and obligations of
Transferor under the Development Agreement, and agrees to observe and fully perform all of the
duties and obligations of Transferor under the Development Agreement, and to be subject to all
the terms and conditions thereof, with respect to the Assigned Property, it being the express
intention of both Transferor and Transferee that, upon the execution of this Agreement,
Transferee shall become substituted for Transferor as a member of "Applicant" under the
Development Agreement with respect to the Assigned Property. It also is the express intention
of both Transferor and Transferee that by this Agreement Transferor shall be relieved of all
obligations under the Development Agreement with respect to the Assigned Property and that
City and all other parties shall look solely to Transferee for satisfaction of such obligations.
Transferee agrees to indemnify, defend and hold Transferor harmless from any claims, damages,
liabilities, penalties, fines, causes of action, lawsuits, and other proceedings and costs and
expenses in connection therewith, including reasonable attorneys' fees and costs, arising from
City or other parties attempting to impose upon Transferor obligations that the parties intend
Transferee to assume by this Agreement. Transferee represents and covenants that it has
reviewed and agrees to be bound by the Development Agreement and all applicable regulations
and approvals of City related thereto.
3. All of the covenants, terms, and conditions of the Development Agreement br set
forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, successors and assigns.
4. The Notice Address described in the Development Agreement for Transferee with
respect to the Assigned Property shall be as follows:
phone:
fax:
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
first above written.
TRANSFEROR:
a
By:
Its:
TRANSFEREE:
a
By:
Its:
3
H0182001/537473-1
EXHIBIT E
[INTENTIONALLY OMITTED]
H0182001/537473 -1
EXHIBIT F
SUMMARY OF MAJOR PUBLIC IMPROVEMENTS AND PHASING .
The Major Public Improvements to be provided by Applicant are as summarized in this
Exhibit F, and as conceptually illustrated in the Conceptual Backbone Infrastructure Phasing
Diagrams attached as Exhibit F -2 (the "Conceptual Backbone Diagrams ").
City has approved the Backbone Plans for the Specific Plan Area as part of Applicant's
Master P.U.D. Zoning application. The Backbone Plans refine the information in this Exhibit F
and in Exhibit F -2, with the intent that the P.U.D. Zoning and Backbone Plans provide more
specific timing or thresholds and locations for construction of the Major Public Improvements.
To the extent that the Backbone Plans conflict with the information in this Exhibit F and in
Exhibit F -2, the Backbone Plans will govern.
Final designs for the Major Public Improvements may be modified by City during
processing of final subdivision maps that include portions of the Major Public Improvements,
subject to the Improvement Standards and other terms and conditions adopted by City as part of
approving the Backbone Plans and Applicant's P.U.D. Zoning, and subject to the provisions of
this Agreement governing City's discretion in regulating development of the Project and
construction of the Major Public Improvements, and specifically Section 6.2.3 regarding
Improvements.
The Major Public! Improvements are intended to provide backbone infrastructure
including such elements as roadways, bicycle /pedestrian trails, potable water, . recycled water,
sanitary sewer, storm drainage, and park and open space. Each phase of development on the
Subject Property must include infrastructure improvements that ensure the newly developed
areas will be adequately served even if no later development occurs or no additional
infrastructure is built. All infrastructure must be designed and constructed so that it works
properly to City's satisfaction even if subsequent phases are not built. All trails have to be
reviewed by the Parks and Recreation Commission and the Bicycle- Pedestrian Advisory Board.
City and Applicant agree to cooperate in designing and locating the Major Public
Improvements so as to avoid the need to acquire temporary or permanent rights to land not
owned or controlled by City or Applicant. However, the Parties acknowledge that circumstances,
including without limitation requirements of Caltrans or other governmental agencies regarding
right -of -way alignments, may trigger the need to obtain rights to use other properties to build or
operate one or more of the Major Public Improvements. In such case, Applicant first shall
attempt to obtain such rights privately. In the event Applicant is not able after, reasonable good
faith efforts to obtain such rights at their fair market value, City agrees to use its powers of
eminent domain to obtain such rights and Applicant agrees to pay all City's related costs.
In the event it is necessary to acquire off -site easements or street rights -of -way for the
Major Public Improvements, Applicant or its Developer Agent shall enter into one or more
agreements prior to each final map approval as appropriate, agreeing to pay all costs for
acquisition of all required easements or street rights -of -way, including if necessary
HO 182001/537473-1
condemnation costs. This agreement shall be recorded and. require Applicant or its Developer
Agent to deposit all condemnation costs with City within 21 days of final map approval.
Applicant or its Developer Agent shall agree to provide an initial cash deposit as determined by .
City.
Prior to commencing construction from time to time of the Improvements, Applicant or'
its Developer Agent shall enter into one or more improvement agreements with performance and
payment security in accordance with the requirements of the City Standards. Upon completion of
each of the Improvements intended under this .Agreement to be owned by City or a Responsible
Agency, Applicant shall offer such Improvement to City or to a Responsible Agency if so
designated by City. City agrees to accept each such Improvement promptly after confirming it is
substantially complete in the reasonable discretion -of the Director, and thereafter City will be
solely responsible for its ownership and maintenance; provided, _ Applicant or . its Developer
Agent will provide a one -year warranty from the date of acceptance, also covering maintenance
for one year, for each Improvement and City shall release any performance or other bonds at the
end of the one -year warranty period.
Restrictions on issuing building permits described in this Exhibit F shall not apply to
Model Homes. Model Homes shall not be counted toward numerical limits on building permits
specified in this Exhibit F.
The.Specific Plan clusters residential development on the Subject Property in three areas
as shown in Exhibit F -1: (1) the "East Residential Cluster" in the southeast portion of the
Specific Plan Area; (2) the "West Residential Cluster" in the southwest portion of the Specific
Plan Area, and (3) the "North Residential Cluster" in the northwest corner of the Specific Plan
Area north of Hecker Pass Highway. The three Clusters contain all the land in the Subject
Property designated by the Specific Plan for new residential development. For purposes of
describing construction and timing of Major Public Improvements and of private development,
this Agreement also divides the portion of the Subject Property south of Hecker Pass Highway
into two areas as shown in Exhibit F -1: (1) the "East Development Area" which includes the
East Residential Cluster, and (2) the "West Development Area" which includes the West
Residential Cluster and the North Residential Cluster.
This Exhibit F and the diagrams in Exhibit F -2 describe Applicant's primary intended
phasing for development of the Project and construction of the Major Public Improvements.
However, City acknowledges that Applicant may elect to follow alternative phasing sequences,
including by way of illustration but not as a limitation building the West Intersection first to
provide primary access to the West Residential Cluster and later building Third Street east to
connect with Santa Teresa Boulevard. City acknowledges this possibility and agrees to cooperate
with Applicant in allowing such alternative phasing, so long as each portion of the Project that is
developed is adequately served by all required infrastructure even if no later development occurs
or no additional infrastructure is built.
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A. Recreation /Open Space.
1. Neighborhood Park.
a. The Specific Plan anticipates a three -acre "Neighborhood Park" in the
East Residential Cluster. City agrees that the final location of the Neighborhood Park may,
subject to City's approval, vary from that shown in the Specific Plan and in Exhibit F -2, so long
as it remains in the East Residential Cluster and remains contiguous to the Linear Park. The
Neighborhood Park shall be improved and offered for dedication to City by Applicant at no cost
to City.
b. Applicant will design and build the Neighborhood Park with amenities as
determined by City consistent with City's adopted standards for neighborhood parks. Applicant
will submit a conceptual plan for the Neighborhood Park as part of Applicant's P.U.D. Zoning
application for the portion of the East Residential Cluster in which the Neighborhood Park is
proposed. City agrees that the Wireless System improvements as described in this Exhibit F may
be located within the three -acre Neighborhood Park (subject to City's approval and coordination
of access and compatibility with park improvements), but the East Detention Facility may not be
so located; however, it can be adjacent (also subject to City's approval and coordination of
access and compatibility with park improvements). Design of the Neighborhood Park shall be
reviewed and approved as part of City's normal process for P.U.D. Zoning approval, with.public
involvement as City deems appropriate.
C. The Neighborhood Park will be built and offered for dedication to City
prior to issuance of a building permit for the two hundred fiftieth (250`h) residence on the Subject
Property, not including second units. The two hundred fiftieth (250t1i) and later building permits
shall be available to Applicant when the Neighborhood Park is offered for dedication and
determined to be substantially complete in the reasonable discretion of the Director; provided,
the Director may authorize such additional building permits in his /her discretion if completion of
the Neighborhood Park is delayed through no fault of Applicant.
2. DeBell Uvas Creek Park Preserve (Linear Park).
a. The Specific Plan shows a trail /recreation park following the north side of
.Uvas Creek through the Specific Plan Area, running approximately, 1.7 miles and measuring 35
to 135 feet wide, for a total area of approximately 15 acres (the "Linear Park "). The inner
portion of the Linear Park will lie within the designated setback from Uvas Creek and will be
limited to passive uses plus a Class 1 trail, while the outer portion may be improved for active
park uses. The Linear Park shall be improved and offered for dedication to City by Applicant at
no cost to City, which may be in stages as described below. The Linear Park does not include
Uvas Creek and its immediately adjacent banks, which are covered by the Uvas Creek Preserve
described in Section 3 below.
b. The Parties. agree that the Linear Park should not be built in isolated
segments that do not provide pedestrian access to public streets or trails at both ends. The Linear
Park may be improved and dedicated in stages, in conjunction with development of the Subject
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Property. City will determine the preferred stages and interim end points for the Linear Park,
which may depend on the sequence of development chosen by the members of Applicant in the
East Residential Cluster and the West Residential Cluster.
(i) Applicant agrees that segments of the Linear Park paralleling Third
Street will be built and offered for dedication in conjunction with construction of Third Street.
(ii) Unless the portion of the Linear Park through the Bank/Raleys
Property is constructed beforehand as part of development of the Bank/Raleys, Property, the last
residential subdivision map for development of the Subject Property south of Hecker Pass
Highway, whether it be in the East Residential Cluster or the West Residential Cluster (other
than for the Bank/Raleys Property), shall be conditioned on construction of the Linear Park
through the Bank/Raleys Property. Bank and Raleys agree to irrevocably offer to dedicate to City
the right -of -way required for the portion of the Linear Park through the Bank/Raleys Property at
the same time that a similar offer of dedication for the Linear Park is made for the portion of the
Hoey West Property immediately adjacent to and east of the Bank/Raleys Property, along with
an offer to grant such easements as are reasonably necessary to allow construction of the Linear
Park, such dedication and grant of easements at no cost to City or to the party that actually
constructs the Linear Park through the Bank/Raleys Property. The developer of the last final map
so conditioned as part of constructing the other improvements required for said last final map
shall construct the Linear Park through the Bank/Raleys Property. City agrees that if the portion
of the Linear Park is constructed before the adjacent portion of the Bank/Raleys Property is
developed, whether by said developer, the City or another party, the party constructing that
portion of the Linear Park as part of such construction shall install chain link or similar fencing
on the Bank/Raleys Property, subject to Bank and Raley's reasonable discretion, as necessary to
prevent persons using the Linear Park from entering the Bank/Raleys Property, until such time as
the Bank/Raleys Property is developed. Construction of the Linear Park and installation of the
fencing by the developer shall be at no cost to City (unless City undertakes such work in its sole
discretion), and at no cost to Bank or Raleys (subject to such reimbursement arrangements as the
members of Applicant may arrange privately among themselves). In return for Bank and Raleys
agreeing to dedicate the Linear Park right -of -way in advance of and without any assurance of
obtaining RDO Allocations for the Bank/Raleys Property, City agrees that as part of considering
any application for RDO Allocations for the Bank/Raleys Property, City shall award such
application "points" pursuant to City's "Methodology" in all appropriate "Factors" (as such
terms are defined in the RDO Ordinance) for Bank's and Raley's agreement to dedicate the
Linear Park and for Bank's and Raleys' participation in providing the other benefits to City
available pursuant to this Development Agreement.
(iii) Subject to the foregoing, Applicant will coordinate with the City to
design and construct the ultimate western terminus of the Linear Park to accommodate future
extension westward outside the Specific Plan Area to Bonfante Gardens to provide a
continuation of the trail; provided, nothing in this Agreement shall obligate Applicant to obtain
or finance the purchase of right -of -way or build or finance construction of trail or park
improvements outside the Specific Plan Area.
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C. Applicant will design and construct a Class I trail paralleling Uvas Creek,
and will build additional improvements in the Linear Park generally as described in the Specific
Plan and as negotiated with .City as part of the P.U.D. Zoning approval, including the approved
City standard simulated brown concrete split rail control fence along the boundary between the
Linear Park and Third Street, Grassland Way or abutting private property. All or a portion of the
existing sewer maintenance road may be converted to the trail, in the City's discretion.
d. Design of the Linear Park shall be reviewed and approved as part of City's
normal process for P.U.D. Zoning approval, with public involvement as City deems appropriate.
3. Uvas Creek Preserve.
a. The Specific Plan proposes an open space habitat preserve along Uvas
Creek through the Specific Plan Area (the "Preserve "), containing approximately 80 acres
between the future Class 1 trail to be build as part of the Linear Park and the southern boundary
of the Specific Plan Area. Applicant shall install signage used along existing park preserve
boundaries to restrict access from the Linear Park into the Preserve.
b. The portions of the Preserve owned by Applicant will be irrevocably
offered for dedication to City in conjunction with improvement and dedication of the Linear
Park, in similar stages as described in Section A.2 of this Exhibit F. Applicant is not required to
improve the Preserve, except for Linear Park. trail improvements and removal of man -made
debris identified within the Preserve prior to acceptance of dedications. City agrees to accept the
offer of dedication simultaneously with accepting the Linear Park, and thereafter City will be
solely responsible for ownership and maintenance of the Preserve and any improvements City
may install in the Preserve, and any liability arising from public entry into the Preserve. City
shall be free to convey the Preserve to another suitable governmental entity or environmental
organization, at no cost or liability to Applicant. City acknowledges that this Agreement does not
impose any independent obligation on Applicant to maintain the Preserve or to install
improvements within the Preserve other than specifically described in this Section A.3.
C. City acknowledges that opening the Linear Park will bring the public close
to the Preserve, increasing the potential for intrusions into the Preserve with its attendant risk of
injuries and claims of liability. Therefore, so long as Applicant retains any interest in the
Preserve, including portions not yet dedicated to City because the adjacent portion of the Linear
Park has not yet been improved and dedicated, Applicant shall have the right to install chain link
or other fencing adequate to prevent public access to Applicant's portion of the Preserve, along
with signage warning that entry is not permitted to the private property.
4. Other Trails.
Any additional private trails that Applicant may propose to develop as part of the Project
will be approved by City as part of its approval of individual subdivision maps.
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B. 'Transportation.
Details for the size and location of new roads and improvements to existing roads will
follow the text and diagrams in the Specific Plan, as refined in the Backbone Plans. The.
Conceptual Backbone Transportation Map in Exhibit F -2 identifies those road segments to be
treated as Major Public Improvements under this Agreement. The following additional details'
will govern the design and phasing of roadway improvements.
Sections B.l.a(ii) and B.2.a below set thresholds to require certain road improvements
based on a set number of dwelling units. If applications for construction of non - residential uses
are submitted to City before the dwelling unit threshold is reached, Applicant agrees that City
may take into consideration the traffic and safety implications of such uses and may adjust the
thresholds for required road improvements accordingly, in the reasonable discretion of City. Any
such adjustment shall not be considered an amendment to this Agreement and shall not require
compliance with the formal procedures for amendment of a development agreement.
1. Hecker Pass Highway. Exhibit F -2 shows the general configuration of
improvements to Hecker Pass Highway as described below and the phasing of construction.
a. West Intersection /Signal.
G) The intersection of Hecker Pass Highway and Autumn Drive
together with necessary acceleration and deceleration lanes along the Highway, travel lanes, turn
lanes and traffic signals (together, the "West Intersection ") will be built and operational before
issuance of the first building permit for residential or commercial development in the West
Development Area.
(ii) Notwithstanding the foregoing, City agrees that if construction of
the West Intersection is delayed through no fault of Applicant, whether by action or inaction of
Caltrans or other public agency or any other cause, then provided Third Street is built connecting
the West Residential Cluster to Santa Teresa Boulevard, Applicant may obtain building pernzits
for up to seventy -four (74) dwelling units in the West Residential Cluster (not counting the
Outparcels) and the East Residential Cluster combined without completion of the West
Intersection. The West Intersection shall be built and operational before issuance of the seventy -
fifth (75`") residential building permit in the West Residential Cluster (not counting the
Outparcels) and the East Residential Cluster combined, and before issuance of any building
permits for residential development in the North Residential Cluster or for commercial
development in the West Development Area; provided, if construction of the West Intersection is
further delayed through no fault of Applicant, City at its discretion may authorize issuance of
such building permits if the development will be served by one or more temporary emergency
vehicle access ( "EVA ") connections to Hecker Pass Highway, subject to Caltrans approval. For
informational purposes only, attached as Exhibit F -2 is a Conceptual Interim EVA Diagram
showing potential temporary EVAs that could be used for this purpose until the West
Intersection is built, provided, nothing in this Agreement commits City to approve using the
indicated EVAs.
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b. Highway Widening and Improvement. At the same time that the West
Intersection is built, portions of Hecker Pass Highway outside the intersection will be improved,
as and when shown in Exhibit F -2. Such improvements include added travel and turning lanes,
and shoulder widening.
C. Utility Undergrounding.
(i) All new utilities will be placed underground.
(ii) The existing PG &E overhead main line on the north side of Hecker
Pass Highway from the Church Property to bridge at Uvas Creek will be replaced with an
underground line routed through the Subject Property, as shown in Exhibit F -2. Installation of
this new underground line from the Church Property to the existing overhead crossing at the
Bank/Raleys Property frontage approximately one thousand four hundred (1,400) feet east of the
eastern edge of the Uvas Creek bridge (the "West PG &E Crossing ") will begin during Phase 1
of the Project, and will be completed as part of construction of the West Intersection. The
remaining segment between the West PG &E Crossing and the Uvas Creek bridge will be
constructed as described in subsection (v) below.
(iii) A new underground line also will be installed along the south side
of Hecker Pass Highway between the Church Property and Santa Teresa Boulevard, with the cost
for this segment reimbursed by the City. Overhead service entrances for existing uses abOtting
Hecker Pass Highway will remain overhead until such time as the uses redevelop.
(iv) The existing overhead line along the north side of Hecker Pass
Highway between Santa Teresa Boulevard and the West PG &E Crossing will be removed by
Applicant once the new underground line described in subsections (ii) and (iii) above is
completed. The existing overhead line between the West PG &E Crossing and the Uvas Creek
bridge will be removed by Caltrans or Applicant once the new underground line described in
subsection (v) below is completed.
(v) The overhead line from the West PG &E Crossing west to the edge
of the Specific Plan Area is within the scope and geographic limits of the CalTrans bridge project
on Hecker Pass Highway and is expected to be handled by CalTrans as part of its. design and
construction process. Applicant will design and install its undergrounding to ensure there is no
gap between the CalTrans current design for undergrounding eastward from the bridge and
Applicant's installation of underground line up to the West PG &E Crossing, unless required by
PG &E or another controlling agency or entity; provided, Applicant shall not be responsible for
extending undergrounding beyond the West PG &E Crossing if CalTrans fails to complete its
own undergrounding as currently designed.
d. Existing Driveways. Existing driveways providing access to private
properties from Hecker Pass Highway may continue to be used in their present configuration
unless and until Caltrans and/or City determines that construction of the Major Public
Improvements makes continued use of a driveway unsafe, in which case alternative access shall
be provided. The improvements required to close each driveway shall be included in the
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improvement plans that include improvements which provide new primary access to the affected
property served by that driveway, subject to City approval and bonding to ensure they are
completed when required; provided, . such work shall be treated independently from. other ,
subdivision improvements and the fact that such driveway closure work has not yet been.
completed shall not delay City's acceptance of other subdivision improvements or the release of
other bonds not reasonably necessary to secure completion of the driveway closure work.
2. Proiect Roads.
a. Third Street /Autumn Drive Primary Collector. Third Street and
Autumn Drive with roundabouts will be fully constructed from Santa Teresa Boulevard to
Hecker Pass Highway at the West Intersection before issuance of the seventy -fifth (75th)
residential building permit in the East Residential Cluster and the seventy -fifth (75th) residential
building_ permit in the West Residential Cluster (not counting the Outparcels) combined, for the
purpose of providing a second access to that cluster as it reaches that threshold of development..
In the event that construction of the West Intersection is delayed as described in Paragraph
B. La(ii) of this Exhibit F, then one or more EVAs shall be built and used, subject to Caltrans
and City approval, which may include the intersection of Autumn Drive and Hecker Pass
Highway. The portion of Autumn Drive from Third Street to Hecker Pass Highway may not be
built at the same time as Third Street, but will be completed as needed to provide a connection
from Third Street to Hecker Pass Highway.
b. Autumn Drive (North). The portion of Autumn Drive from Hecker Pass
Highway to the new golf course entrance will be constructed at the same time as the West
Intersection as necessary to provide continued access to Gilroy Golf Course; Autumn Drive will
be extended north to the boundary with Country Estates as needed to serve development in the
North Residential Cluster.
C. Cobblestone Court. Cobblestone Court will be built as needed to serve
development in the East Development Area, which may be in interim stages. The road initially
will be built from Third Street to the northern edge of the East Residential Cluster. It will be
extended north as needed to serve development that may occur on the Church Property.
d. Grassland Way. Grassland Way will be built as needed to serve
development in the West Residential Cluster.
e. Lone Oak Lane. Lone Oak Lane will be built to the eastern boundary of
the Bank/Raleys Property at the same time as the West Intersection so as to provide continued
access to the Outparcels and other properties that lose direct access to Hecker Pass Highway, or
as needed to serve development in the West Development Area, whichever is earlier.
C. Drainage Facilities.
Details for the size and location of new detention facilities and stormwater pipelines will
follow the text and diagrams in the Specific Plan, as refined in the Backbone Plans. The
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Conceptual Storm Drain Map in Exhibit F -2 identifies those basins, channels, outfalls and
pipelines to be treated as Major Public Improvements in this Agreement. The following
additional details will govern the design and phasing of major drainage improvements, not all of
which will be publicly owned or maintained.
1. Detention Facilities.
The following detention facilities are designed to capture and control the incremental
increase in runoff caused by development of the Project, as a result of increased impervious
surface, grading or other causes. A volume of water equivalent to the present, pre- development
storm runoff will continue to flow into existing City storm drains in Third Street east of the
Subject Property or directly into Uvas Creek through existing or new outfalls.
a. East Regional Detention Facility & Outfall. The stormwater detention
and disposal system serving the East Development Area (as described below) consists of two
major components: a basin on land between the Linear Park and Third Street east of the
Neighborhood Park which will provide detention capacity (the "East Detention Facility "); and a
pipeline running from one end of the East Detention Facility beneath the Linear Park to an
outfall structure in the Preserve draining into Uvas Creek (the pipeline and outfall structure
together, the "East Outfall"). Both will be built and operational before issuance of the first
building permit for residential development in the East Development Area. The East Detention
Facility and the East Outfall will be privately owned but subject to a public storm drain easement
and will be privately maintained. The East Detention Facility will be sized to serve increased
runoff from the entire East Development Area and offsite development that will drain into the
detention facility.
b. _West Regional Detention Facility & Outfall. The stormwater detention
and disposal system serving the West Development Area consists of two major components: a
wide surface and underground drainage channel which will provide detention capacity, following
Autumn Drive and Third Street from Hecker Pass Highway to where Third Street turns east
alongside the Linear Park and extending under Third Street and the Linear .Park (the "West
Detention Facility "); and a pipeline running from the end of the West Detention Facility beneath
the Linear Park to an outfall structure in the Preserve draining into Uvas Creek (the pipeline and
outfall structure together, the "West Outfall"). The West Detention Facility and the West Outfall
will remain privately owned but subject to a public storm drain easement, except for the portion
beneath Third Street that will be offered for dedication to City, and the entire West Detention
Facility and West Outfall will be privately maintained.. Dedication of the public portion of the
West Detention Facility shall be accepted by City simultaneously with accepting the overlying
portion of Third Street.
(i) Assuming the West Intersection is, not delayed as described in
Paragraph B.1.a (ii) above, both the West Detention Facility and the West Outfall will be built
and operational before issuance of the first building permit for residential or commercial
development in the West Development Area.
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(ii) If the West Intersection is delayed but residential development still
would be permitted in the West Residential Cluster, as described in Paragraph B.I.a(ii), so that
the West Detention Facility cannot yet be built in its intended location because a new drainage ,
pipe cannot yet be installed under Hecker Pass Highway, then a temporary detention basin and
possibly a temporary channel will be constructed in the West Development Area as needed to
accommodate storm drainage from both north and south of Hecker Pass Highway until such time'
as the permanent facilities can be constructed. All costs related to the construction and
replacement thereof will be borne by Applicant. Exhibit F -2 shows the ultimate location of the
permanent facilities; the Backbone Plans indicate potential locations for these temporary
drainage facilities.
2. Stormwater Pipelines and Channels.
a. Pipelines. Pipelines to collect stormwater runoff from streets will be
installed within rights -of -way or public service easements at the same time roads are built, as
specified in the Backbone Plans. See Exhibit F -2 for specific routes. All lines installed in streets
that ultimately are dedicated to City also will be dedicated to and maintained by City.
b. North Channel. A channel will be built through the North Residential
Cluster, connecting to a pipeline under Hecker Pass Highway that will discharge into the West
Detention Facility, to carry stormwater runoff currently crossing the Hoey North Property and a
portion of drainage from the North Residential Cluster developed area (the "North Channel ").
The southern portion of the North Channel will be installed at the same time that the southern
portion of Autumn Drive up to the golf course entrance is improved; the remainder of the North
Channel will be installed as needed to serve development in the North Residential Cluster.
D. Water Facilities.
1. Potable Water Lines. Lines will be installed within street rights-of-way the same
time that roads are built. Potable water lines will be offered for dedication to City, and accepted
on a tract by tract basis subject to the City's discretion, whether in public or private streets up to
and including meters, valves, blow -offs, and fire hydrants. See Exhibit F -2 for specific routes to
be built and connection points with City's existing system. All such lines shall conform to the
approved Backbone Plan. Of particular note are the following pipeline segments.
a. Autumn Drive North. One line will be installed north from Hecker Pass
Highway to the existing Zone 1 water main on the golf course to create a loop and to the future
Zone I elevations in the North Residential Cluster, and then built as a second loop as part of the
in -tract Improvements. A separate Zone 2 line will extend south from Country Estates looping
back to Hollyhock Lane to serve higher elevations of the North Residential Cluster.
b. Cobblestone Court (buildout to Highway). One line will extend north
and connect with the City's existing waterline that runs along Hecker Pass Highway. Its purpose
is to provide added supply to serve later stages of development in the Specific Plan Area, plus
create a loop system to ensure more reliable water supply and pressure.
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C. Lone Oak Lane /Hecker Pass Highway Loop. An .8 -inch. pipeline
connecting water lines in the western end of Lone Oak Lane and Hecker Pass Highway as shown
in Exhibit F -2 will create a loop and provide redundancy in this portion of the water system.
2. Recycled Water Lines. All lines will be installed within street rights -of -way or
public utility easements at the same time that roads are built. See Exhibit F -2 for specific routes
to_ be built and connection points with City's existing system. All pipelines will be within.the
limits of City's existing pressure zone and Applicant will not be required to install any additional
equipment to serve property in any other pressure zone.
a. Golf Course Extension. Applicant will install a 12 -inch recycled water
line north of Hecker Pass Highway from City's existing 12 -inch pipeline north approximately
1,200 feet within Autumn Drive to the new golf course entrance, at no cost to City. City will not
charge Applicant for any plan review, permitting or inspection work related to this line.
E. Sanitary Sewer Facilities
1. Sewer Lines. An existing sewer trunk line runs along the north bank of Uvas
Creek. Applicant will install pipelines within future street rights -of -way to connect to the
existing trunk line.
a. Autumn Drive (South) and Third Street. Portions of this line through
the West Development Area will be sized as needed to accommodate flows from future
development in Country Estates outside the Specific Plan Area as well as Project development.
b. Autumn Drive (North). This line through the North Residential Cluster
will be designed and sized to allow connection with and use by the Country Estates development
north of the Specific Plan Area as well as development of the North Residential Cluster.
C. Cobblestone Court. This sewer line will be built along Cobblestone
Court and stubbed at its northerly terminus to serve the East Development Area and the Forest
project if used pursuant to Section F.2 below.
d. Lone Oak Lane. A sewer line along this road will be built to serve the
northern portion of the West Development Area. It will be designed for future extension to serve
the Bank/Raleys Property when that area is developed.
2. Sewer Replacement.
a. An existing twenty -four (24) inch sewer trunk line parallels a portion of
Uvas Creek through the Subject Property, serving other development outside the Specific Plan
Area. Development of the Subject Property will connect with and make use of that sewer main.
One portion of the pipeline that was installed by or under the direction of City (and not by
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Applicant) is too close to the bank. of Uvas Creek and poses a risk of being exposed and
undermined by creek erosion.
b. Applicant will (i) install twenty -four (24) inch sewer pipeline within or
adjacent to Third Street approximately in the location shown in Exhibit F -2 and more
specifically as shown in the Backbone Plans, together with manholes as required for operation'
and maintenance of the new pipeline, as a bypass replacement for the portion of pipe.at risk, (ii)
connect the new pipeline with the existing line at its two ends, (iii) permanently close and
abandon the original section of pipe between the two connection points, (iv) remove and cap
manhole access ports along the abandoned section of pipe to a depth of three (3) feet below the
surface, and (v) remove the abandoned section of pipe if made a part of the work as described
below (altogether, the "Sewer Replacement "). Applicant will not be required to remove any of
the abandoned pipeline or perform any remedial work to shore up the abandoned pipeline or cure
any erosion; provided, at City's request Applicant will remove the abandoned portion of pipe and
carry out any required erosion or other site remediation, all at City's sole expense including any
cost to reconstruct the Linear Park or other improvements that may be disturbed by the work,
subject to City obtaining any required approvals from other agencies and City satisfying any
conditions required by such other agencies, and subject to City assuming all liability and
indemnifying, defending and holding Applicant harmless from claims arising from such work, so
long as City does not condition any portion of the Project or condition the Project's connection to
the sewer trunk line on such removal to the extent that such removal may be prevented or
delayed through no fault of Applicant and thus cause the condition to prevent or delay
development or occupancy of any portion of the Project. City will remain responsible and liable
for the abandoned portion of pipeline and any damage or injury that may occur as a result of
erosion from Uvas Creek, or any future requirement to remove the abandoned pipeline, and will
indemnify, defend and hold Applicant harmless from claims arising from such damage or injury
or removal requirement.
C. None of the Sewer Replacement will require Applicant to perform any
work in or otherwise affect the bed or bank of Uvas Creek or any other areas under the
jurisdiction of any Responsible Agency or any other agency other than City, except for the two
connection points and adjacent portions of the new pipeline which may be within the
jurisdictional setback area of the Santa Clara Valley Water District. City shall be responsible for
obtaining any approvals from other agencies at City's sole cost, and Applicant's obligation under
this Section shall be conditioned on City obtaining all such approvals. City will issue to
Applicant all related Subsequent City Approvals, and undertake all plan review and other City
approval processes and construction inspections, all at no cost to Applicant. Applicant will be
responsible for designing the Sewer Replacement, subject to City's reasonable review and
approval.
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F. Miscellaneous Improvements.
1. City Wireless System.
a. Applicant will install a system for City employees (but not the general
public) to use wireless computer communications while in the Specific Plan Area, using
specifications to be provided by City (the "Wireless System "). The Wireless System will be
operational before issuance of the first permit for any development activity other than that
necessary to install the wireless service. Applicant will dedicate land for the necessary equipment
and will install the Wireless System together with electric and telephone or cable lines to operate
the Wireless System. After the Wireless System is installed and accepted by City, City will own
the Wireless System and will be responsible for its maintenance, repair and replacement and for
the cost of electricity and telephone, cable or other service as needed for its operation..
b. Prior to design; City and its consultants shall determine adequacy of
Applicant's proposed location for the Wireless System and shall provide all the. technical
specifications for its design and. construction. City and Applicant anticipate that the Wireless
System will require one antenna and associated equipment shelter. City and Applicant currently
anticipate that the permanent location for the Wireless System will be within the three -acre area
to be dedicated to City for the Neighborhood Park, and City agrees that the Wireless System may
be located within the Neighborhood Park and City shall not require more than three (3) acres
total for the Neighborhood Park combined with the Wireless System and any bther
improvements authorized within the Neighborhood Park. If technical considerations require the
Wireless System to be located outside of the intended Neighborhood Park site, City and
Applicant agree to negotiate a mutually acceptable alternative location within a public right -of-
way in the Specific Plan Area. City agrees that the Wireless System may be served by temporary
overhead electrical and telephone or cable lines or temporary satellite communications, which
Applicant will replace with underground lines when those utility services are installed in the
vicinity as part of development of the Project.
C. In the event it is not practical for Applicant to install the permanent
Wireless System at its intended permanent location in the Neighborhood Park before any other
development occurs in the Subject Property, Applicant and City shall cooperate to install a
temporary Wireless System suitable to serve City's needs, which shall be City's obligation to
operate and maintain.
d. City agrees that the total expenses incurred by Applicant related to
providing the Wireless system shall not exceed Eighteen Thousand Dollars ($18,000) (the
"Wireless System Cost Cap "), including any expenses incurred for installation or removal of a
temporary Wireless System as described in subsection (c) above; provided, this amount shall not
include the value of land temporarily used under subsection (c) nor the value of one parcel of
land dedicated permanently to City for this purpose. City agrees to assume all costs above this
amount, including the assessed fair market value of land if more than one site is needed for
permanent installation of the Wireless System.
e. If City determines the Wireless System is no longer required at any time,
then City at its sole cost shall remove the Wireless System improvements and: (i) if the Wireless
13
HO 182001/537473 -1
System is located within the Neighborhood Park, City at its sole cost shall. improve the site for
"parks and recreation" uses compatible with the surrounding Neighborhood Park; and (ii) if.the
Wireless System is located outside the Neighborhood Park, City shall at its sole cost improve the
site with landscaping or other amenities compatible with improvements in the adjacent .public
right -of -way. This subsection (e) shall survive expiration or termination of this Agreement.
2. Easement for Forest Utility Extensions.
Applicant shall provide an easement from the end of Cobblestone Court to the Hecker
Pass Highway right -of -way, for potential installation of a sewer line extension and/or a storm
drain extension to serve the Forest subdivision outside the Specific Plan Area north of the
Highway, and shall design the Project's sewer line and storm drain in Cobblestone Court to
accommodate potential future connection by the Forest project developer. Applicant shall not be
responsible for any costs associated with such future sewer line or storm drain extension,
connection or maintenance.
14
H0182001/537473 -1
EXHIBIT F -1
MAP OF RESIDENTIAL CLUSTERS AND DEVELOPMENT AREAS
15
H0182001/537473 -1
CD
HECKER PASS: CLUSTER MAP
HECKER PASS SPECIFIC PLAN
GILROY, ("W-IR)KNIA
(NOVEMBE13, 2006 - DRAM)
0 1000 20D0*
. — i
SCALE W FEEr,. 1'�. 1000-
NOTE: THIS DLAGRAXI OF INFRALSTRUCTURFAND PRA-SING IS
CONCF-tyruv- AND iNrENL)f--I,) FOR REFFRENCE ONLY, PRFL.INIlN,-SKY
BACKBONE INTRASTRUCTURI: NLASTER. Pl-,*xNS I-LkXE BEEN PREPARED FOR
crry v>pRovr\i.. TKvr PROVIDE MORE DETAIL. IN THF F\'F-\rr OF A
CONFLICT, 'n-IE BACKBONE FL.A.NS WILL GOVUlN.
LEGEND
SPEURC M-k'; BOUND-'IRY
E=
o.Ll:,rElw.
0FVWlclp?-fBvr,-".�s
ilk- I (WHIC, AY
NOTE: THIS DLAGRAXI OF INFRALSTRUCTURFAND PRA-SING IS
CONCF-tyruv- AND iNrENL)f--I,) FOR REFFRENCE ONLY, PRFL.INIlN,-SKY
BACKBONE INTRASTRUCTURI: NLASTER. Pl-,*xNS I-LkXE BEEN PREPARED FOR
crry v>pRovr\i.. TKvr PROVIDE MORE DETAIL. IN THF F\'F-\rr OF A
CONFLICT, 'n-IE BACKBONE FL.A.NS WILL GOVUlN.
MAJOR PUBLIC IMPROVEMENTS CONCEPTUAL DIAGRAMS
CONCEPTUAL BACKBONE PUBLIC PARK AND TRAIL IMPROVEMENTS`
CONCEPTUAL BACKBONE TRANSPORTATION INFRASTRUCTURE
CONCEPTUAL BACKBONE STORM DRAIN INFRASTRUCTURE IMPROVEMENTS
CONCEPTUAL BACKBONE WATER INFRASTRUCTURE
CONCEPTUAL BACKBONE RECYCLED WATER INFRASTRUCTURE
CONCEPTUAL BACKBONE AGRICULTURAL WATER WELLS
CONCEPTUAL BACKBONE SEWER INFRASTRUCTURE
CONCEPTUAL BACKBONE PG &E UNDERGROUND ROUTING
CONCEPTUAL ALTERNATIVE EVA LOCATIONS
17
H0182001 /537473 -1
00 CONCEPTUAL BACKBONE PUBLIC PARK St TRAIL IMPROVEMENTS PHASING DIAGRAM
O
O
•
HECKE-R PASS SPECIFIC PLAN
011-13,(W. CALJF`01,,IIA
(INOVEMBER 2006 - DRAFF)
sCnd>E iN ner: i*= iono,
L,EGr.-'N17
ROADS
UVAS CREEK CLASS I TRAIL
0
NOTE: THIS DIAUiANf OF NFRASTRUCTURE AND PHASINC, Is
PRELINIIINARY
BACKBONF PI—NNS HAVE 13FFIN PRFPARED FOR
CITY APPROVAL. THAT FRONIDE MORE DETAIL. W THE EV'EN'T 01---A
CONFLIC, [','FI-lE BACKBONE PLAN'; NVILL GOVE-HIN.
SPECIFIC PLAN ROLNUARY
UNISTINXi USES
UNT-1JR RARK
pHeAkSf- 11
NEIGHBC)RHOOD PARK
R-In-TtE LINEAR
PARK EX77-N.slol
MO.'"
ROADS
UVAS CREEK CLASS I TRAIL
0
NOTE: THIS DIAUiANf OF NFRASTRUCTURE AND PHASINC, Is
PRELINIIINARY
BACKBONF PI—NNS HAVE 13FFIN PRFPARED FOR
CITY APPROVAL. THAT FRONIDE MORE DETAIL. W THE EV'EN'T 01---A
CONFLIC, [','FI-lE BACKBONE PLAN'; NVILL GOVE-HIN.
I'
-ATION INFRASTRUCTURE PHASING.DIAGRAIM
CONCEVIUAL BACKBONE TRANSPOR'l
O
HECKER P,- NS
O
S SPEC IC , PL -\jN
�0-
GILROY, CALIFORNIA
2006 - DRAF:
0 1000, 2000'
C M wommmmmmw
ZE I i FEET: 1'- 1000'
1, E G E N D
SPECIF-7C BOUNDARY
IISIT.
PI'LV7E I VUBLIC RIIAI.)
Ro"
In F'jB[JC ROAD
ROLNDABOUT
IM M-IWFMPNM�
NCYTP, W-OTLIRRW�AD
NOTE: THIS DLk(',FL-N-\,i OF INN R2,STRUCTURE. iVND 1-1-LASING IS
IN-rUNDET) K)R REFF-Mft NclM: ONLY. PRELTNll MiNRY
arkCKBOINE, [iNFRA.S,rRL,,(,-FUI-IL MASTER PI j\,N-S I-LAN,*L BEEN PRE PARED FOR
1N,rHFF.VFiN�-r0FA
CONFUCT. THE BACKBONE PL ^DNS MLL GO%.TI'tN,,
r.
Rl
O
CONCEPTuAL BACXBONE STORM DRAIN INFR/,�STRUCTURE IMPROVEMENTS DIAGRAM
HECKER PASS SPECIFIC PLAN
GILROY, CALIFORNIA
(NOVEMBE.-,11 2006 - DRAf--n
0 1000' 2000'
SCALE 1.14 FTET: 1'— 1000'
LEI( I F NID
NOTES. THIS DIAGE11 'I OF INiTTLASTRUCTU'RE AND PHASING IS
CO.NCEFrUV- AND INTENDED FOR REFERENCE ONLY. PREL.DlMt�RY
BACKBONE INFRASTRu c'n.11"ll'i XfASTF*14, PLANS HAVE PPJ.PARl.-D FOR
CITY APPROVAL. THAT PROVIDE MORE DETAIL. IN THE EVEINIT OF A
('.0NFLICT, THE BACKBONE P"NS MLL GOVERN.
- - — See Cal'iC I'LAN U(M'Vf).'%Ry
F-1
SD 5 K)WIf vl-WN'
UIW QN11.1 STORM LIPININ,
PL-LNsy. i pl}{YSnpm, s,,m-w,
M LNSE II ITMI[W DRA-1v 5ySIM" N1
'I LNSN. III S MIMI IM-UN SY,; ULM
:IXMW D'!QdNV-4-.CLL,N.%LL
DRUNIN
112-GION11111
DF—IN-DONFACILITY
I'LLMR a NEW ol-lff'Ajl�
wym N'f1()'nTRs-mlRmlDpl0N
W11.1- mv.
NOTES. THIS DIAGE11 'I OF INiTTLASTRUCTU'RE AND PHASING IS
CO.NCEFrUV- AND INTENDED FOR REFERENCE ONLY. PREL.DlMt�RY
BACKBONE INFRASTRu c'n.11"ll'i XfASTF*14, PLANS HAVE PPJ.PARl.-D FOR
CITY APPROVAL. THAT PROVIDE MORE DETAIL. IN THE EVEINIT OF A
('.0NFLICT, THE BACKBONE P"NS MLL GOVERN.
0
0
a
CONCEPTUAL BACKBONE WATER INFRASTRUCTURE PHASING DIAGRAM
HECKER PASS SPECIFIC PLAN
GILBOY, CNAFORNIA
(NOVEMBER 2006 - DRAF-T)
STb-'8,1('X)jVA1FC7'Z 2 --
TO (,.'OUjVTRY FSTAITS
GONNF17T TO
Ex 12, Zi TO
CREATE LO01'
P14ASE I LOOP,
Lav
SCAIX M, FEET:- 1 "= 1000'
I
TO Ei, Z2
IVALYPOCK LN,
CONNECT TO Ec, z I
CO,VNFCT zi
I ra Dc. PASS HIGHWAY (STATE ROME I
I I FX-24'*2I I
I.,
COJV,NTEcr,to FX I
O
NOTE- ALL
WILL LE
No'a-;: 'n-tis DIAGIRIVIt OF INFRASMUCTURli, AND PHASING IS
CONCEPTUAL AND INTENDED FOR REFERENCE ONLY. PRELIMINARY
BACKBONE INFRASTRU(MJFU N-jjTER PI ANS HAVE BEEN PRF4"AflED FOR
CITY APPROVAL THAT PRO'\,`IDE\WORE L)ETAIL LZ THE EVE-1\7017A
CONFLICT. THE BACKBONE PI-AuNS WILL GOVERN.
LEGEND
E-1
U.Srs
EM
Z2
ZONE 2 V"'NiTiA
LM!Mvc; VVI'VIT-A
KLk"R it \VATER
P1 LASQ, R] VVAIM- R
NOTE- ALL
WILL LE
No'a-;: 'n-tis DIAGIRIVIt OF INFRASMUCTURli, AND PHASING IS
CONCEPTUAL AND INTENDED FOR REFERENCE ONLY. PRELIMINARY
BACKBONE INFRASTRU(MJFU N-jjTER PI ANS HAVE BEEN PRF4"AflED FOR
CITY APPROVAL THAT PRO'\,`IDE\WORE L)ETAIL LZ THE EVE-1\7017A
CONFLICT. THE BACKBONE PI-AuNS WILL GOVERN.
CONCEPTUAL BACKBONE RECYCLED WATER INFRASTRUCTURE PHASING DIAGRAM
f-IF,--'CKI-'.R PASS SPE"CIFIC PL,,\N
Gll,..RoY, CALIFORNIA
(NOVENIBER 2006 - DR.AFr.)
0 1 Cloo, 2000'
—77ALE 114 -E-,: 1000'
No'n, -: 'n-w5 OF lNFft-\S-FR( XXURE AND PHASINC, L$
CONCEPTUAL AND l.NZrLNDLD FOR REFERENCE ONLY. PRELIMINARY
HA(:FJ-iO,NF INF80SITAL ,11,1A STER P I -y�NS HAW-. l3i:EiN FRI `V14A&U7.1) VOR
CITY APPROVAL TfINT PROVIDE MORE DETAIL. UN THE ENT-N,7 OF
(X)Nf:A.A(-f',,n]E Bi),(ABONE PI .INS WILL GOVERIN.
LEGEND
SPECIFIC PLAN F,0tl\T)AWf
Rp.c w
FIrMUIED WATER
U'.XtSAlIMI RECY(AlTI WNMR
WAMR
'R
PL, 'St. In Eu, C'rxlm WA UE
NOW;
WIIA. BE
No'n, -: 'n-w5 OF lNFft-\S-FR( XXURE AND PHASINC, L$
CONCEPTUAL AND l.NZrLNDLD FOR REFERENCE ONLY. PRELIMINARY
HA(:FJ-iO,NF INF80SITAL ,11,1A STER P I -y�NS HAW-. l3i:EiN FRI `V14A&U7.1) VOR
CITY APPROVAL TfINT PROVIDE MORE DETAIL. UN THE ENT-N,7 OF
(X)Nf:A.A(-f',,n]E Bi),(ABONE PI .INS WILL GOVERIN.
C,(.,.)NCEI'xft.JAL BA(,KB(')NE AGRICULFUIRAL VVATER WELL PHASING DIAGRY.\'M
P.-\.';S SPE( IFIC Pl-.�N
GILROY, CALIFORNIA
(NOVEMBER 2006 - DRAFT')
NOTE: THIS DIAGRAM Or, INFr-L.\.STRU(..TL ' RE A6ND PilkSING. Is
CONNICEly'r UAL 4\,Nt) WrENDED FOR C)NLY. PRELIMINARY
BACKBONE INH•SMIUCTURE MASTER PLANS 1-12VVE BEEN PREPARED FOR
CTn'APPll0VLV.. Tl-IAT IN THE Of A
SCALE IN FEE7 1- 1000' CONFLA7,THE BACKBONF PLANS WILL (.*,',OVER;N*.
LE-GEND
t.40UNIDIARY
ElEMSTINIC;
USES
O
EX 'Alcil WATER
(VO
X
NMR4T-A,
RX, A(.;. \V '�
(M fir, EVIMMWA
ROADS
NOTE: THIS DIAGRAM Or, INFr-L.\.STRU(..TL ' RE A6ND PilkSING. Is
CONNICEly'r UAL 4\,Nt) WrENDED FOR C)NLY. PRELIMINARY
BACKBONE INH•SMIUCTURE MASTER PLANS 1-12VVE BEEN PREPARED FOR
CTn'APPll0VLV.. Tl-IAT IN THE Of A
SCALE IN FEE7 1- 1000' CONFLA7,THE BACKBONF PLANS WILL (.*,',OVER;N*.
S
0
00
0
0
w
V
w
N
CONCEPTUAL UAL t.JAl...ttBONi.. SEWER INFRASTRUCTURE PHASING G DI i\7RA- M
HECKER PASS SPECIFIC PLAN
GILROY, CALIFORNIA
(\OVENIBER 2006 - i- )R.AF Cl I l-G -ND
SPECIFIC PLAN BOUNDARY .
rxtsrrul USES .
I1til`hL Ul h< {tSi`Ti 13iEsi.S
�� �i�3r�tR1 Sf t•,e
S "I'UAICONNFCP'
SII: ":t7'ARY Sf:Vr'F?d2
1�
_
1=.1iISIDSt, ISAXITtRY SEWER
'Till
TO C OUiVTRY'ESTA'l7:S
^.•h 1 ] \[„
..-- -- W F'!4°1.4ff 1 S.1W"FrU21 4i14TR
r•;
+
LASE' 13 yANfi`r Ott tiU rt'E t
.SANNAIRY SEIVE3d
FASEb1ENT FOR. Pt.°i' M
-Awl
COINNFC17ON SEWER
{w0:3tieFCT TO FX
TRSF PA7'F.RAL
GOLF CO
r e IIF -
ER PASS 910 RAY (STATE ROIJ f F 15 2 NL�'t F AEI 45'E FlG}3 ukl ik6Y
- -T l SE iv! k L ittVk;VJ;.Vff•v WILL
Y ap �e
R- URFFORF'ST
COiIVNEC k'
Lyn 4
�=
c 1-iWi.C'"! 7'O FA: SS TRUNK` I°- NF i
W y
n as z
RELOC:A SS 7-Fu K
v �&
V• a�
`
"' ,.�. °..
r,/,Vr W IL THIRD ST.
fizz??
Ex
P1C -7q ., SS
IS' SIMON
CONNECT
SS n, LINK [I'VE
ABANDON OLD
SS TRUNK LINT
NO T F ; THIS L�lr�(�Etk-A'[ OF IN1 R16 RUC; t Uhf A OND 1 "HA,SIN i IS
C ONC EPTI tAL..A .N -D D'I'NNED FOR REFERENCE ONLY. PRELIX-RNARY
B CK1 0,NE TNF ltr'US "I "TtC.rC T "E1ItE 0.TfLS "T'[: ?E3 PI-AN' I-LAVE 1.31:1:i-'N, PRE'.I'AW.-A7 FOR
a a ono' NOV
C i T Y A1'['l�C)V. \I. "r1 is 1 Pi2C)VIE)£ �i�)FtC i)I real , IN THE E41::N I (7E' A
L.ONF'LK—F. THE BACKBONE PLANS W11-1- (W)W.-RN.
SCALE W FEET.: 1 *= 1 .{OC'
00
HECKER PASS SPECIFIC PLAN
GILROY, CALIFORMA
(NOVEMBER 2006 - DRAFF)
LEGEND
0 1000' 2000' EK)LTIUIIRY
SCALE IN FEET; 1•. 1000" ........ FG&E NWN LMAMMMW FHASF I
— — — PrI&F MMN IMM AL lcMNM"vr PIIASF M
NOTE: THIS DIAGRAM OF U14FIAMURUM.M. AND PHASING IS
CONCEPTUAL AM INTENDED FOR REFERENCE ONLY. PREllNWqARY
BACKBONE lNFTtALlS'rRUMRE WLSTER PLANS* HAVE BEON PREPARED FOR
CITY APPROVAL. THAT PROVIDE MORE DETAIL, IN THE EVENT OF A
CO?%4qlCT, THE BACKBONE PLANS MLL GOVERN.
00
tQ
CN
I-OCATION ALTERNATIVES FOR L"NA'S
HECKER PASS
GILROY, CALIFORNIA
(Nov,eniber 2066 - DFICAFF)
0 1000' 20D9'
comimi
SCALE 1,14 FEEP 1',- 1000'
LEGEND
— - - — recu t Lt.—*,,N HkA—NTXUlY
E-1
11"BLIG RDA DS -
0 !X
I- 1�1111, AT
I So?
No,rim-': THIS DLk(.;P,•\Nl OF AND Pt7LVltN(; IS
CQNCET'TU-,A.L.NND tyirsNDED FOR REFERE-M ;E ONLY. PRELIM MUlY
BACKBONE INFRASTRUCTURE \lASTLR PL--\\S I-LAXTE BEEN PREP.Alu--D FOR
(-rry,wpiiov,t\j..,rj-wr i,tiovii:)r., moku DETIZUL, IN LvfL"Z,-r OF: A
CONFLICT, THE BAC KBONE PU\NS WILL GC)\,FPN,
[THIS PAGE INTENTIONALLY LEFT BLANK.]
27
H0182001/537473 -1
EXHIBIT G
DISTRIBUTION OF RDO ALLOCATIONS
1. Four hundred twenty seven (427) RDO Allocations are granted for use by the
RDO Holders in the Project, subject to Article 4 of this Agreement and this Exhibit G. The
schedules and terms for use of RDO Allocations in this Exhibit G and in this Agreement
supersede the schedule and timing restrictions in the RDO Agreement.
2. The 427 RDO Allocations are allocated for use beginning in particular years as
shown in Table G -1 below, subject to the following opportunities for flexible timing.
a. RDO Allocations allocated in any year may be accelerated by up to three
(3) years, subject to Paragraph 10 below.
b. RDO Allocations allocated in any year may be deferred for up to three
years, but no later than the Expiration Date. No more than two hundred (200) RDO Allocations
may be used in any one year.
C. Any RDO. Allocation not used in a particular year shall be automatically
deemed deferred without the need for any notice by Applicant, and shall remain in the pool
available to Applicant and may be used in one or more subsequent years.
3. An RDO Allocation will be deemed used for purposes of this Agreement if, no
later than the Expiration Date, a member of Applicant shall submit an application for a building
permit for the RDO Allocation, and such building permit thereafter is issued by City. Thereafter,
the RDO Allocation shall remain available for Applicant's use so long as the building permit
remains in force as it may be extended pursuant to State law and customary City procedures for
such building permit extension, and the building approved by such permit may be constructed,
occupied and used as intended by such permit and as authorized under this Agreement
notwithstanding passage of the Expiration Date prior to completion of such construction,
occupancy or start of use. If such building permit expires or is revoked, the RDO Allocation will
return to the pool available to Applicant through the Expiration Date.
4. The RDO Holders initially allocated the 427 RDO Allocations among their
properties as shown in Table G -2 below. Table G -2 also reflects a transfer of RDO Allocations
among the Hoey North, Hoey West and Hoey East Properties, to implement development
applications for the Hoey North Property and the Hoey West Property that have been submitted
separately to City. The initial timing for use of RDO Allocations in each property is shown in
Table G -3. Subject to the provisions of this Exhibit G, and provided that no changes are made to
the land uses approved in the Specific Plan, the RDO Holders may elect in their discretion to
change,the timing for use of RDO Allocations within each property and between properties as
provided for in this Agreement, so long as in overall conformance with Table G -1 and the timing
and phasing provisions in this Agreement and in the Specific Plan. In addition to the Hoey
transfers shown in Table G -2, the RDO Holders may transfer RDO Allocations among properties
in the Subject Property by separate agreement(s) among the members of Applicant responsible
for the properties involved, so long as such transfer does not violate any term of this Agreement
H0182001/537473 -1
t ;
or of the Specific Plan. In order for any transfer of RDO Allocations to be effective, City must
receive written notice signed by both the originating and recipient members of Applicant,
indicating the number of RDO Allocations transferred from and to each property and the Table
G -3 year(s) of use from which they are taken.
5. The Specific Plan clusters residential development on the Subject Property in
three clusters as shown in Exhibit F -1, which contain all the land in the Subject Property
designated by the Specific Plan for new residential development. The West Residential .Cluster
includes the Raleys /Bank Property, which is designated by the Specific Plan for 61 dwelling
units but does not yet have any RDO Allocations. The West Residential Cluster also includes
three small separately owned parcels labeled "R -1" in Exhibit F -1 (the "Outparcels ") that are
designated by the Specific Plan for 18 dwelling units, 6 dwelling units each, that are not covered
by this Agreement. The East Residential Cluster does not include the Church Property, which is
not designated by the Specific Plan for residential development.
6. The three Residential Clusters are comprised of the following portions of the
Subject Property as described in Recital E:
East Residential Cluster.
• Hoey East (eastern part of APN 810 -20 -013)
• Goldsmith (810 -21 -001)
• Fratelli (810 -21 -007)
• Filice (810 -21 -003)
West Residential Cluster.
• Hoey West (810 -20 -011 and western part of 810 -20 -0.13)
• Arias Trust (810 -20 -004)
• Bank/Raleys (810 -20 -015)
North Residential Cluster.
• Hoey North (783 -04 -019)
7. Pursuant to the Specific Plan, the RDO Holders initially anticipated developing 57
units in the North Residential Cluster, 244 units in the East Cluster, and 126 units on the RDO
Holders' property in the West Cluster (subject to the transfer of RDO Allocations among the
Hoey properties as described in Table G -2). Raleys and Bank Iintend to develop 61 units on their
property in the West Residential Cluster, provided they obtain additional RDO Allocations from
City. Specific Plan policy 3 -19 (as amended) allows units to be transferred to or from any
Residential Cluster, so long as the total in any Cluster does not increase by more than 25 units
and so long as the percentages of lot types in each Residential Cluster remain consistent with the
distribution in the Specific Plan. By this Agreement RDO Allocations are approved to be
transferred among the Hoey properties as shown in Table G -2, resulting in a decrease of 11 units
in the East Cluster, a decrease of 10 units in the West Cluster, and an increase of 21 units in the
North Cluster.
2
HO 182001/537473-1
8. The Parties acknowledge that Arias Trust intends to transfer up to 19 RDO
Allocations from the Arias Trust Property in the West Cluster to the East Cluster. Arias Trust has
not yet identified the specific receiving property or properties in the East Cluster, nor the specific ,
years of RDO Allocations from which the transfer will occur. The other members of Applicant
acknowledge that Arias Trust has priority to transfer up to 19 RDO Allocations to the East
Cluster (in terms of satisfying the Specific Plan's 25- unit - net - increase test), and City
acknowledges that such transfer by Arias Trust will not violate the Specific Plan's test under
these circumstances (given that the Arias Trust transfer combined with the Hoey East transfer
will result in a net increase of only 9 units in the East Cluster). In order ,to implement the
transfer, Arias Trust shall notify City and the other members of Applicant of the specific
receiving properties and the years from which RDO Allocations will be transferred.
9. The RDO Holders initially intend to develop their 427 RDO Allocations in the
annual parcel -by- parcel schedule shown in Table. G -3.
10. If Applicant desires to accelerate the schedule for use of the RDO Allocations,
City reserves the right to deal with the increased workload by retaining outside consultants to
process Applicant's building permit applications, at Applicant's expense.
11. In the event a member of the RDO Holders is in default under this Agreement, or
otherwise is not permitted to use that member's RDO Allocations, that member's RDO
Allocations shall not be lost but may be used by other members of the RDO Holders to
accelerate development of their portions of the Subject Property, so long as in conformance with
Table G -1 and the timing restrictions and other provisions in this Agreement, and subject to
Applicant giving City the appropriate notices as required by this Agreement. Once the RDO
Holder has cured its default or otherwise is permitted to develop its property, that member may
resume using RDO Allocations as Applicant communicates to City, all subject to the provisions
of this Exhibit'G.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.I
3
H0182001/537473 -1
TABLE G -1
INITIAL ANNUAL AVAILABILITY OF 427 RDO ALLOCATIONS
(subject to acceleration or deferral as allowed under this Agreement)
YEAR
RDO ALLOCATIONS
REVISED RDO
ALLOCATIONS
East Cluster
2007
71
2008
71
2009
71
2010
71
2011
71
2012
72
78
78
TOTAL
427
TABLE G -2
DISTRIBUTION OF 427 RDO ALLOCATIONS BY CLUSTER AND PROPERTY
(subject to transfers as allowed under this Agreement and Specific Plan)
(reflecting Hoey transfers but not Arias Trust transfer)
RDO HOLDER
PROPERTIES
INITIAL RDO
ALLOCATIONS
REVISED RDO
ALLOCATIONS
East Cluster
244
231 (41
Hoey East
24
13 (-11 to Hoey North)
Goldsmith
68
68
Fratelli
74
74
Filice
78
78
West Cluster
126
116 40
Hoey West
97
87 ( -10 to Hoey North)
Arias Trust
29
29
Bank/Rale s
-
-
North Cluster
57
78 +21
Hoey North
57
78 ( +21)
( +10 from Hoey West,
+11 from Hoey East)
TOTAL
427
427
M
H0182001/537473 -1
TABLE G -3
INITIAL DISTRIBUTION OF 427 RDO ALLOCATIONS BY PROPERTY BY YEAR
(subject to acceleration, deferral and transfers as allowed under this Agreement)
(reflecting Hoey transfers described in Table G -2)
PROPERTY
2007
2008
2009
2010
2011
2012
TOTAL
East Cluster
Hoey East
-
-
-
-
-
13
13
Goldsmith
5
4
-
16
14
29
68
Fratelli
-
-
26
23
23
2
74
Filice
27
25
17
-
-
9
78
SUBTOTAL:
32
29
43
39
37
53
233
West Cluster
Hoey West
39
42
6
-
-
-
87
Arias Trust
-
-
3
8
10
8
29
SUBTOTAL:
39
42
9
8
.10
8
116
North Cluster
Hoey North
-
-
19
24
24
11
78
TOTAL
71
71
71
71
71
72
427
H01 82001/537473-1
EXHIBIT H
[INTENTIONALLY OMITTED]
HO 182001/537473-1
EXHIBIT I
CITY FEES /TAXES IN EFFECT AS OF ADOPTION DATE
Applicant shall pay all the fees specified in the "City of Gilroy Comprehensive Fee Schedule
2006", adopted October 30, 2003 by City Council Resolution No. 2003 -68 as revised on June 1,
2006 (the "Fee Schedule "). Attached to this Exhibit I for informational purposes are select
pages from the Fee Schedule showing those fees most likely to be required in relation to
development and occupancy of the Project; however, all fees listed in the Fee Schedule shall
apply whether or not shown in the attached pages from the Fee Schedule. Applicant also shall
pay all Existing City Fees, City taxes, special assessments or other charges documented by City
as being in effect as of the Adoption Date and applicable to the Subject Property, the Project, or
Applicant as specified in Article 8, whether or not included in the Fee Schedule.
1
H01 82001/537473-1
ILR(Y
CITY OF G 0
FEE SCHEDULE
11
Adapted Octoder20, 2003
Aso %iannum6er2003 -b13
Revised _lune 1, 2006
HO 182001/537473 -1
City of Gilroy
Worksheet, for Hourly Rate Billing Fees
ORGANIZATION UNIT ORG UNIT j HOUR LY
DIVISION E
I I CODE I RATI
Cormn. Services Department
CS - Administration
100-2400
85.18
CS - Public Information
100-2401
93.17
CS - Museum & Culture
100-2402
77.95
CS - Environ. Programs
100-2404
97.99
CS - Youth Center
'100-2405
82.80
CS - Senior Center
100-2406
87.70
CS - Landscape jMaint.
100-2420
64,85
CS - Street Maintenance
100-2430
69.44
CS - Comm. Recreation
2,90-2410
72.88
CS - Sewer System Eng.
700-2460
74,67
CS - 'Mater System Engin,
720-2470
68,10
CS - Water Backflow Prev.
720-2473
7250
Department Total
72,07
Comm. Development Dept
CO - Administratioin
100-2600
151,55
CD - Engineering
100-2601
163.55
CD - Planning
100-2602
125.36
CD - Bldg & Life Wety
100-2603
130.30
CD - Haz. Mat/Chem, Control
1W-2605.
122,65
CD - CDBG - Grant Admin.
254-2621
83,23
CD - CDBG - Code Enforc.
254-2622
80:14
CD - CDBG - Neighborhood -
254-2624
82.79
CD - CDBG - Neighborhood
255-2600
47.31
CD - CDBG - Housing Trust
259-2621
65.88
CD - Park Development
410-2600
92.29
CD - Traffic Impact
433-2600
105.74
Department Total
127,55
SCRAW
CD - SCRWA - Chem. Control 840-2668 91,04
Department ToW 91.04
Notw. The above hourly division rates do not include part-tirrie staff
M
3
H0182001 /537473 -1
ADMINISTRATIVE SERVICES DEPARTMENT
Finance
Lam
(City Code Chapter 13, Article IV and Laity Code Section 16A16) 100 -0431 -t0 -321.0
Licenses due January I of each year (City Code Section 13.39;1
Business License (Application/Processing)
a. Change (other than location or ownership)
Renewal/'Reprint
$1 S rl tJ
b:. Tvm1moveddchange in location or ownersitip
i , o nmercialllndustrial
S275.00
2_ Home Occupation
$ 65,0+0
3_ Out-of-town bus m s service address
;lei.W
4. Regulated Business
S440.00
5, Building Inspection
$ 130.00
Retail; wholesale business, manufacturing, food processors with a fixed
place of business within the city limits.
a, New businesses urill pay on estimated gross receipts for partial year
and first full meat's license.
b, Fees for subscyuent years will be basal upon
annual grass receipts
as follows,(Fach branch location will be reported separately)
$ 0-$ 40,000
$ 40.00 annually
S 40,001-$ 140,000
$ 80.00 annually
$140,001 _- S 240,000
$ 1- 20,00 annually
5240,001 - $ 340,000
$ 160.00 annually
S340,001-$ 540,000
$ 200.00 annually
$540,001-S 740,000
S 240.00 annually
$74 0,001 -S 940,Ot
S MOO annually
$940 - S1, 140,(W
$ 320.00 annuagy
Additional $20 per year for each. S200,GM, or any portion thereof.
$ 17,740,001 or more
S.2,000.00 annually
Apartments (at onc. location or a4drm)
Numhea of bents
0 -2
$0_€0
3 - 5
$ 40.00 annually
6-20
S 80.00 annually
21-40
$ 120.00 annually
41-60
$ 160M annually
61-90
$ 200.00 annually
81-100
$ 240.00 annually
101 -Over
$ 280.00 annually
5
4
HO 182001/537473-1
Finance (continued)
Fee
&"itaa Sewtr Servict (City Code Chapter 19, Article-, N11)
Deposits
Fund Number
Rm.i,dcntjal S50.00
*Commemial S 75.W250.00/arnount detefmined by Firianm Dept
Per Apartment Unit $ 20.00+
paying the higher sewer base amount will pay $250.011, or sthighv
amount detennitwl by flasact Division.
Sewer Senice.1nitiation Fee.
Residential users will pay flat rates as follov�s:
Singlo-:F"y Residence
Multi-Family Residence
Mobik.Homc PaTk- Units
Flat Rae Users Viper monfli)
Bonfante Gardens
Milroy Foods (E=)
101roy foods (West)
C
lavilan College
Highland Avenue
Eighi Saciob-Nort-,tittered Ir6gation
Goldsmith Sects
CA-ininiercial and institutional users will pay Mrs
based on water consumption as follows-,
S600ls,"Professional Offices, Cat Washes,
offices
Department/Rctail Storrs
Laundrximats.1atiiidry Rooms
flotelsNowls. (Tio foodl Misc. Users, HospitaLs
A,sscinVy HaU
,Auto Dcalcn
Papa Container Manufacturers
Multiple Usc, ConiTpeTclal Lzundries
Food Processors, Bakeries
Hotels with RostAurwns
Cirocery Stores, Mortuaries, Rcstaurants
5
H0182001 /537473 -1
$ 10,0D
S 29.74/month
$ 1.1 Vmonth/unit
$ 21.12/ month /unit
$3,524.00
$2,784.28
$ 1123,32
S 5,192.71
$1,039.92
$ 10,987.45
$342.16
maae
$66-09
$8.09
$ &09
$66.09
$66.09
$8.09
$66.09
$66,09
$ 66-00
$66,09
$66,09
$ 66.N
700-0433-.0000-3640
Plus) 1000 gallons:
S4.54
S4,54
S4.99
$4.99
$6.86
$ 704
S 7.63
$9.05
$ 11.32
10
Finance (continvedl
fee
S,anitaa Sewer Sen-ice (.Continued)
*Pretreatment Fees (City Code Section 19.1 b)}
Charges rot permit applicatioms:
& For 811 ifld,U$;0ri41 UsIr S S 66.09 /month
b. For all industrial. users dischaTSJng only SS.Mmontb
dornestic wastewaterAitb BOO and SS less
than 300 mWI each and with average daily flow
less than 1,(M gats),day, and ►vith tv hazardous
materials stored, handled or prooessed on `the premise.
Miscellap-e-g-MI Fee
Wdeo Sewer Lateral
Franchise Tax
Gas & Electricity
lo,55 gas
(Ordinance N 0
,
and 551 electricity)
h, Qaftage Franchise
(per agreement dated July, 1997)
C. Cablc Tc1csision
(City Code Section 24:95)
$400.00
400-0431.1710-3180
A sum equal to 21/6 of gross
annual receipts for gas and
an equal amount.for dectnicity
determined by an established
agreenvent.
4% adminiAration cost 100-0431-1720-3180
5% franchise fee
A sum equal to 5% of total
gross receipts collected any
calendar year (in agreement
100-0431-1730-3180
Sales and Usc Tax (:City Codc Soctions 22.9 athd 22.9)
One percent (IOW) of gross receipts 1"31-0(K)0-3140
Proposition 172 Saks Tax - Public Safety
One half perccn.t (Ilz%o) of gross receipts 253-1400-000()-3140
Transicnt 0"-upartcy Tax (City Code Section 25A.2)
Nine percent (9%o) of the react charged by the operator !("31-ODOO-3160,
11
6
H0182001 /537473 -1
Finance (continued
Water ServLet (City Code Section 27.42)
l� casits
720 -1605
Residential
Fund ,.N
*cornmcrcial
$ 75,001_250,00 /amount determined by rinart� lept.
Per Apartment Unit
$ 20.00
Utility Users Tax (City Code Chapter 2613)
amount detvmi»ed by Finance Division.
1 31 -1 Sr�c -3i7�
a.
Communication Sem (i.e. Telephone)
5% of charges
$ 40,001itevice 720 33 a'3$9ft
C,onstructiort Water
1- Verizon Phone
Delinquent Services
100 - 0431 - 1540 -3170
a. Over -time
2,. Wireless Phone
b. CAI-out
M- 13431 -1510 -3170
c. Locking Services
3: ivlit cel neaous
1. Required
I OG -0431 -1550- 3170
b.
Electricity
5% of charges
1_ Pacific Gas & E cctrie
100- 0431- 1510 -3170
2. Miscellaneous
100 - 0431 - 1530.3170
c.
Gas
5% of charges
I. Pacific Gas & Electric
100- 0431 -1510 -3170
2- Misctllaneous
100- 0431- 1530 -31.70
d.
Steam
5 %of charges
1[14 -0431 -1520 -3170
e`,
`fide Senices (Le. Cable TV)
5 %,ofchum
1, Cable Television.
100. 0431 - 1570 -3170
Water ServLet (City Code Section 27.42)
l� casits
720 -1605
Residential
$ 50,00 i
*cornmcrcial
$ 75,001_250,00 /amount determined by rinart� lept.
Per Apartment Unit
$ 20.00
Comrnenial accounts paying the higher -sewer base amount will pay 5250.00, or a higher
amount detvmi»ed by Finance Division.
Service Charges
13ac1-Ong+ Inspection
$ 40,001itevice 720 33 a'3$9ft
C,onstructiort Water
$ 17&f.f 4 $168.14/acre 720 -0433- 101~.3620
Delinquent Services
S 65.00 72Q -0433 3640
a. Over -time
S 30.00 additional
b. CAI-out
b 155.00 additional
c. Locking Services
1. Required
S 40.00 additional
2. Broken
S,'20.00 additional_
?deter
a, Removal $ 55.00
b- Test
�." to 1" $ 7fJ.00
1 '. a ` and over S130.00
12
7
H0182001/537473 -1
Fingnte (Lg_nfiny
Water Service (Continued)
Portable Fire Hydrant Metcr
a, Deposit
b, Relocation Service
C� Usage
fee Fund Number
$ 1,000,001meter 720-04334OM3620
$35.00
$ 65.00/month
plus S 1:04/1,000 ga]55
Hillside Pressure Rate per I gals.
Zone 2,$ 4.68
Zone 3,$5.35
%Vater Meters
pp-w Rjt04 c, n L
1/4 inch
$5.22
7-20-N33-0000L-3640
$ Is, 90
1,i i"h
$ 14,74
Corporation
$ 23-57
&ULM-199-f
Basic- Cost,
C.wb'S
Stop 4 7
Total Cost
V8 x'14 Inch
S359.93
$41.14
S 151-20
$ 552.17
1 inch
$414.97
S 41.14
S151.20
$607.31
1 M; inch
$615,28
S110.42
S 226 20
$951090
2 inch
S737,28
$110.42
$226-20
$ 1,03.90
2 inch W 160S Turbo
$979.83
3 Inch W350S Turbo
$ 1 `369A
4 inch W 1000S Turho
$ 21347A8
3 inch SkH Compound
$2,)50,78
4 inch SM-11 Compound
$ 4,121.92
3 Inch Fire Hydrant Meter
$774.00
Water Tanker Truck S20,00 for first 6,000 gals 720-043'3-0000-3620
plus S4.04/1,040 gals after
Water Service Initiation Pee $ 4Q,00 '720-0433-0000-1640
a. Over-time $ 15,00 addition al.
K Call-out $ 155,00 additional
A'atcr Usage Rate-s 7-M-0433-0000-3620
13
H0182001/537473 -1
pp-w Rjt04 c, n L
1/4 inch
$5.22
1 inch
$ Is, 90
1,i i"h
$ 14,74
2 inch
$ 23-57
3 inch
$64-99
4 inch
$ 196,96,
6 inch
$ 39U5
8 inch
$532.49
10 inch
$665,60
Rates for larger meters will be established by the'rinanct Division, as necessary.
13
H0182001/537473 -1
Finance (continued)
fund Number ,
Water Service (Continood)
Regidential
. Milside Pressure RaW 1,000 gallons
lim
Rate 1,000 uallons
Zone 2 Zone 3
$0,77
$1.40 S2.97
5,001 - 15,000
$ 1,50
$2.14 S 2'.81
15,001 - 30,000
$4,04
S4.68 $535
30,00H,
$5.89
S6,52 $7.19
Seniors
Hillside Pressure Ka jeft (JOO gallorts
YU
Zone 2 7
.Me
0-5,000
Free
5,001 - 15,000
$1,50
$114 $2.81
15,m] - 30,000
S4,04
$ 4A $,5.35
30,001 +
S 5,89
$ 6 52 $7.17
Commercialfindustn'al
ffillsidc Pressure Rate/1,000 gallons
biers
RgW1,000 vAjons
,q2 Zorn 3
0 - 3,0DO
$ 0,77
$1.40 S2.07
30,000
$1.82
$2,45 5 3. 11-21
$2.02
S2,66 $3.33
Irrigation Odd
Hillside Pressure Ratef 1,000 gall(yns
Tiffs
Zone 2 zono 3
0-30,000
S 4.04
$4-68 $5,35
30,001+
$5.89
$ 6.52 $7.19
14
9
H0182001/537473 -1
Community 'Development Department
Fee,
General Insmilms-and Efts (all divbim)
Additional plan review rcquirad by changes,
additions or revisions to approved plans
(minimum charge-one hair hour)
AdditionA permit issuance
(MInimurn charge -dine half hour)
Inspections for which no fec Is specifically
indicated (irdnirrium chargc-one half hour)
Inspections outside of normal business hours
(minimm charge - 2 hers)
Re-inspection fees assessed, under.
Section 305(g)
Deferred Submittal Penalty/Invcstigation
Divis on(s) hourly rate
Divi,,uon(s) hourly rate
Division(s) hourly rate
Division(i) hourly rate
at time and half
Avisjon(s) hourly rate
with I -hour minimum
Amount equal to plan review lees
Buildine Life Environmental Safct_v (BLUE)
'Buildin
BuRdinp. Plan Cbeelk
Plan Check Review
(minimum hour di-,4.�ion hourly rate)
Plan Change Review
Deposit ter Plan Check Servim
MindignCgus Fees (City Code Section 2.4 1 (c)(I)a & 6:1)
Accessibility
a. Equivalent Facilitation
b. Unreasonable Hardship
Admirdwative Hearing
Alternative. Materials Review
Building Code Appeal Fee
Fee
Fund Nu
75% of building pv=it I IW2603-GOW-3605
fee, as set forth in Table A (pg. 2 1
$355,00
Per tontrad air agreement
$,285,00
$ 285M
$500.00
$ 530M
$ 2,145A
10
H0182001/537473 -1
IW2,6W-OWO-3605
15
BLES/Ruilding (continued
Fe Fund Number
Miscellaneous Fees (continued)
Itt�tAn
a. . Hitiiorscal Building $'2,050:00 100- .2603 -0000 -3240
b. _ Majcrr $1120.00
C. Minor $ 350.00
Haws Moving
100 - 26034000- 3610
a. Within City
lailll -00
b. From outside City
$ 880.00 plus tra %tl 611le
Physically Challen cd Board of Appeal
$ 2'140.(.*
Plot Pk" Review/Lot Changc
$ 425,00
100- 2603 - 0000 -1605
Pre -roof Inspections
$ 80.00/tach n hoar
I00 -2603 Ot>00 -3610
(mitlimum charge –'V.2 hour)
reproduction
100-2603-0000-'3890
a, Building Pesnfit
$ 35,00
h_ Building Plans
$ 155.00 + S 7,00/shwt
C. Certificate of Occupancy
$ 70.00
d. N icro ilm
Building :plan Sheet
S 50.00 for I" sheet and
$ 5.00 each additional sheet
project specification Sheet
S 20.00 for 10 shed and
S 3.01 each additional sheet
c. Project Specification,%
S 60.00 + S' 3.t►L1�sheet
Signs Bond Application
S130.00
100 - 260 .- ti0D0 -3605
Strong Motion Fee (Charged by State itsrough C:it.t)
$01- 2603 -D101 -380
1 >ublI . esources Code, Sm -tion 2705fay
801- 26Q34)102 -3899
1=ec is based on attached Building VaLation
schedule which i;,q det"ined by, $ :00010 x
valuation with a minimum of $ 0.50 for Group
R occupancies excluding hotels and motels,
and $.011021 x valuation for all other occupancies.
Temporary Ceilificate of Occupancy
$ 2:95.00
100- 2603 -WOO -3605
Bond Application
Utility Bond Application
5225.00
100 - 2603- OOW3605
16
11
H0182001/537473-1
fcontinued
I
Permit' Em
Building Pertnit
Electrical, Mechania and Plumbin,
Crradikg
12
H0182001/537473 -1
Turod Number
ti
As so forth in 100-2603-0000-3240
TAW A (pg.,21)
As sea forth in
Tables D, C, and D (pgg- 22m-3 t)
As set forth in
Tables G & H (pg- 32)
17
Enggincering
Street Tree Impact Fees (City Code Section 26.16)
Fee.
Fund Number
Dev!Oqpmm,t Impact Fm
Inspection and Replacement
$ 0.36/f f
Public Facilities Impact Fees (City Code Section 2,96)
43' )-1600-0000,3660
440-26WO000-3660
Residential Low Density
$ 20,290.00 /unit
$ 71737-0Otuttit
Residential High Density
$ 17 ' 188.00&,st
Commercial - High Traffic
Commercial
$ 2,95OM/k,s,f,
$ 4,196•
IndustrW - Waraouse
1,3
Water Developownt Impact Fees (City Code Section 2,96)
Sewer Development Impact Fees (City Code Section 2,96)
Residential - Low Density
435-2600-0000-3660
Residential - Low Density
$ I t,778.00/unit
CommcrcW,4rKfu.%riaI
Residential - High ,Density
6,374.00/unit,
S 3,7.17,0Wcg;pd
Storm Development Impact Fees. (City Code Section 2.96)
420-2600-0000-3660
Resitiential - IA)w Density
$ 647AVacre
Residential - High Density
$ 1.015:wlacn
Coinntercial
$ 1,7521.00/acre
Indwstrial
$ 1,293.ocvacre
Asscinbly Hall
$ 647.00/acre
Street Tree Impact Fees (City Code Section 26.16)
432-2600-0000-3660
City Planting and Replacement
$ 2,56iff
Inspection and Replacement
$ 0.36/f f
Traffic Impact Fees (Ordinance No. 92-171
43' )-1600-0000,3660
Residential - Low Density
$ 9,545-00, +unit
Residential - High Density
$ 71737-0Otuttit
Commercial - Low Truffic
$ 10,560,Oalksf.
Commercial - High Traffic
$ 21,33 1 .OWK-.. S-f
Industrial - Gerwral
$ 4,196•
IndustrW - Waraouse
$ 3,034, OOA-.s, f
Water Developownt Impact Fees (City Code Section 2,96)
436-2600-0000 3660
Residential - Low Density
-S 3,579,00 /unit
Residential - High Density
S 1,447,00,lunit
CommcrcW,4rKfu.%riaI
$ 5,610,00Agpd
36
13
HO 182001/537473-1
ngineerinp, { con ti ucd)
Fee Fund Number
Mbcgllanenus Fees 100- 2601 -0000 -3625
Miuimuni initial dip ii: Final cost wil1 b+e Rased upon staff time and anaigsA, le i review;
environmental re iew, re- submittals, applicant tttMsys, etc.
Aerials $2500 ,!aC'.D
City -wide (not individual tiles 2406 glossy) $30M each
Certificate of Compliance. S 270.00/cvdificate
Parks and F°acilitivs MII .astef flan (CD) 5 25,00 (CID)
Reproduction
Blue Prints & Sepias Large S 3.Mpagc ('24x36)
Small S 2.05/page (I PW6)
Plotter Prints $ 40.00 /first page (2436) plus
Scanning Fee for Maps & ImprovemerA flans
Standard Deta is
Utility M.astet Phil (CD)
Oversize Transportation Pectttits
15.00 1each additional page
11.00,!slteet
$ 35.00 hard copy
$ 25.04) (CO)
S 25.00 (CD)
S 16,00 single trip
S 90,00 moat permit
S 9(} 00 repetitive permit
PlIbli„C Inigru+aemeant Man Chnh And Insgntion Pees 100- 2601 - 0000 -360,5
New Development/Plan Chc4finspection/Encroachment Permits for private. use of
public lands or easement excluding residential sidewalks and other government agencies.
Based on total cost of public right- oFw'ay improvements:
$0.00 - $100,000 12°10
100,001 - $200,000 1 U°io
Ovcr .$200,000 8%
37
14
H0182001/537473-1
EnCintering (continued)
F
ks Fund Nurrtber
ftimbgrwrnents
This schedule is used to charge and reimburse -fees for existing infrastructure and, irnot
required by the development, determine the rehTibursement or credit for the oversized
portion of master planned water, sewer, and storm® main extensions requiTed to be installed
to sixes greater than that shown below for developer responsibility.
Country Fs ate
Water System $ 1,788.26/unit 801-2601-0000-3899
Sewer Mains - including manhole
801-2601-0000-3899
Developer is responsible for up
to and including t2"
mains
,Full Pi eU-,
Half PiWAF
6* Main
$157.00
$79,00
8' Main
$ 161:.00
$81.00
10' Main
$ 175A)0
$97.00
12" Main
$179-00
$89.00
15" Main
S 188,.00
$94,00
18' Main
$202.00
S101,00
21" Main
$2,20:00
S110,00
24" Main
$229,00
$114.00
27" Main
S '21,63.00
$ 132,00
30" Main
S310,00
$ 155,00
33" Main
$341,00
$ 170,00
36" Main
$385.00
$193.00
39" Main
S 457.00
$228-00
42" Main.
$571.00
$286-00
&jbdivision Map Check
(City Code Chapter 21. Art: HI and Subdivision Map Act, Section X51,'2)
a. Final Map $ 1,925.00 - $ 15,OOAot 1 00-�2601-0000-3625
b, Parcel Map $ 2,055.00 15,OOAot
C. Re-assesunent Map S 260.00 + $ 30.001ot
Plus custorrw wwssment consultant
9T.O!
15
HOI 82001/537473 -1
Engineering (t:ontinned)
Reimbursements (continued)
Storrs Mains - including manholes and catch basins
801 -26014 -3599
Developer is msponsible fbr up
to and including 24"
mains
'!]
18" Main RCP
S 135.00
S68.00
21" Main RCP
$ 149.00
$ 74.00
24" Main RCP
S 1500
$ 76,00
27" Main RCP
$ 178.00
S89.00
30" Main RCP
$ 191.00
$'_36,00
33" Main RCP
S 197.1
$ 99.00
36" Main RCP
$ 204.1
$ 1012. 00
42" Main CIP
$ 21200
S106,00
48" Main CIP
$ :251,0if
S 126:
54 " Main CIP
$ 296.00
$ 148.1111
60" .Matta CIP
$ 341,00
$ 170,00'
136" Main CIP
$386,00
$ 193.00
72" Main CIP
$ 432.1101
$ 216.00
78" Main CIP
$ 465.A0
$ 232,00
94" Main CIP
$ 4",W
$ 249.00
90" main CIP
S531.00
$ 265,00
96" Main CIP
S564.00
$ 28200
Traffic
8t) l -2601-0000-389q
Sets meat page for fees
Water �1#rirw - incJudin5 fire hydrants,
valves and valve boxes
Dcvelcrper is reWnsiblc for tips
to and including 12"
Pi
mains
6" Main
Full
$ 84,00
Half Piml E
$ 42.011
8" Minn
$ 88.00►
$ 44.00
10" main
$ 101.00
$ 51.00
12" Matta
$ 112.00
$ 56.00
14" Min
$ 123A
$ 61.00
16" Main
$ 134,00
$ 67.00
18" Main
$ 146,00
$ 73.00
20" Main
$ 163.00
$ 82.00
24" 'Main
$ 17800
$ 89:010
30" Main
$ 19T..00
$ 99.00
36' Main
$ 228..00
$ 114.00
39
16
H0182001/537473 -1
TRAFFIC IMPACT`FEE RE WURSE. M... ENT
2006
fft as re�oneftsl I 9rtf v 1fi! rn
and W travW dares.
.t oter , 7mf1s f arcufttiun MaSW %. l #F to A j IW P"MFWe WOU410NO Bar
AMOUM mkoumacdsfmll be tfus Itzaw d &r Wio t :
I T 1 f j aftmm-e in ft GuxW bitsrr+'nment P iw 1091 V ft Lft Metre lftw bek-%:
OR
2 t trw Or a tatj ajc& t. trout ft gym* tm ft. "0"tol to :.
dep"Warlt"a+c ,)W wrl O—PWW
eMy M 4 was riot requOad brf de4iDpmefft
m
17
H0182001/537473 -1
0
a
2W6
w
A IE'.'lalN*,3. C+C+ebt tG rbe�cR+S:dfb !,A 9 np}' rp"Aettr�vis Pry} h'.f~ I line,
w ReWE+:+ TVx`ir.fanr". nNa.Srr cirnl y�uN qi::m Q+�HaDfL -a.a n+!E n1.:fr'x re;rre.rarsi a
Xm:arrl +tirtts�r%d alt3fl M Me toWM dlfe f_ fqy:
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••
r
riYY Q;f= fa`.TfnN
iTEM € uw 0im
UNIT C6.11 Cite T-ftl
LF-
tr .,r +a�aGu�dr +e}ry F
x�b». ...._...._..__
Jt,15�
i k rrh WarF' .._....,eA, , ,.r
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...
{ CErttu to"In
9.i5
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Ire 9ili f'H9
lo
•�
i w'�+r!hc��.3i.Iy.- $i�t@A s
's
Il JT;'.S$
f. m..K
«.« - „K EA
�P
irn'1"rE ^mi tdslr rhr: E+. �? R_, _
-
fr.T,pA1
-a raatn' •rrHi. •: � 4 taw
4MOO
t
AUa�
-
9a lH& t+ 1UMa�l+ 7a.rtSrs6leuAr.aar+rwrtrt+M.,,__
90 Pt.;G.ca.xt:. tnstr u,d,+ r�+rr$o-p Ic�tb104dMff `Y� 9 t.F
MA
$ -
3e La±tlk �Jael rr±rn7.krnfid iF _
MX
-� giTE�SPECIFCO067V aa+ ers -ar
royalir.G ._E}ralr r
f =
1} Gxn3v_t�-9h'6 d Tr��iiet°q -i: _.
v ii.5li l5orr:1
8 ,:
:9 A Pr rrdr .: R :e+s:. ;1ia-
i b9n
f
t` AS u,3rr 3- . if tbf %
u m %R miAD
TdJTAL F'RQJECT COST
atfr fel.um,�I n �•wti ►tK! r.�c.>tia uea�w:�araws
G
4_1
OFFEW
w RAW sm,
uftualm w = w 0
wpw 00, WAN W w rom
mom
FAA W W
w
\-ftftwow w Saab & v
I wr
F MWL
lkor
ii
6%M"=
Guoy rZENERAL PLAN
1 WARRANTED IMPROYNENTS
4AO'.
FIGURE 8: TYPICAL T
TRANSPORTATION
IMPROVEMENT FUND P
PRINCIPLES
WOW& I
(HATCHED AREA REPRESENTS TIF IMPROVEMENT
IF NO ANN
r a ow
It iff. T
THE REMAINDER IS D
DEVELOPER RESPONSIBILITY)
U w
qr IL
it or
r mp
mar 1
1 a
**M Wb* i
aw
irw i
gm
w RAW sm,
uftualm w = w 0
wpw 00, WAN W w rom
mom
FAA W W
w
\-ftftwow w Saab & v
I wr
F MWL
lkor
ii
6%M"=
Guoy rZENERAL PLAN
1 WARRANTED IMPROYNENTS
4AO'.
Planning
Minimum initial Dmit: irmal coo.1 will be based upon staff time and analysis, tegal rrvie%.
environmental review, re-"bmittals, continued public hearings, additional publishing costs,
appficant dekys, etc.
Processing Fm and_
(City Code Section 2.41(oXI)a)
Afrordable Housing Exemption
Filing. Fee plus publishing costs
(*Applicant may be required to deposit
additional fees to cover cost of City
staff review. )
Fee
$ 3,190.00 min- deposit*
(Division hotirly rase
which vAH be inv ced against
initial deposit)
Aamexation Fees
City as Lead Agency $ 4,675,07
Now. Actual cost rear other related fees will be coltected by the City
for outside agencies and are estimated to be as follows:
County Survewr S2,000.00
LAFCO
See rwd page for fees
State Board ofF4jWinfion (set by State of California)
Less than I acre
$300.00
1 to 5 acres
$ 350,00
6 t 10 saw
$ 500M
11 to 20 aow
$800.00
21 to 50 acres
$1,200.00
51 to IUD &a=
$1,50000
101 to 500 acres
$ 2,0W00
501 to 1000 acres
$2,500.00
1001 to 20DO acres
$3,000,00
2001 WW above
$3,500,00
Corw,olidation per district oT zone
$300,00
Entire 1 3t transaction
$ 300V4
DissWutiion or No= Clange
$0,00
Doiclopment Agreement Few
20
H01 82001/537473-1
EgANumber
IW2602-0000-3625
801 7.7602-CSW3899
801--1602-LA W3999
801 - 2602 -S 3899
SIG,W minimum deposit $01-2601-PVVM3999
(Division houriv rate which will be invoiced
Against initial jqx)sit p4s anormy fees)
43
planning
Minimum initial de : Final cost will he based upon staff time and analysis. legal Mview,
environmental :review, rc-submiltals, continued public hearings, additional publishing cats,
applkant ddays, etc.
proussin Em and (,-ha (continued)
(City Code Section 2A I(c)(I)a)
Archit=ural and Site Review .Request
Residential"
& New Construction,
b. Rcmodcling
Commercial and Miscellaneous **
a, New Construction
b, Rmodeling
Industrial ""'
a. New Construction
b. Rernodefing
fee
$ 2,720.00/first lot +
$ 255.001addll lot flat land
S 855,00/addll lot hillside
$1,315,00
S 4,200.00lfirst SON siil, -ft. +
S 300.00/add'l 5000 sq. fk.
S2,060.00
Eurtd Number
S 3,665.00ffirst 10,00O sq. ft, +
S 255.1 +add "1 10.,000 sq. ft.
S 1,935.00
Additional fees above base fees will be collected for all Architectural and Site
kevie► 'ects located within a combining district.
Pro)
Note: When as A/S andlm PUD project requires additional applications (Only in situations
involving a CUIP and/or Variance) the lead applicuion will be accessed the full fee, with the
accompanying application(s) to be ch-drgod a reduced fee equal to I/i the established base fee
at hourly rate when processing and analysis expenditures exceed the base, amount (to be
determined by the project planner prior to final cicterminatim)-
Conditional Use, Pernut Request
Continuance Roqucsl by Applicant
Development Agreenvrit fees
$ 3,085-00 + publishing costs'
I'llanning. Division hourly rate . I
(minimum $ 200.90) + publishing costs"*
$10,000 minimum deposit.
(division hourly rate which wit be invoiced
against initial deposit plus attorney foei)
DevelopiTtent Tim Extension Planning, Division hourly rate
(mininwm S 2,55.00) + publishing costs***
For those project's involving multiple public hearing applications, vve Mll reduce p6lication costs to a
single charge when it is detcrrninc4, and reasonably possible, that the public-hearing applications can be
processed together.
45
21
H0182001/537473 -1
Planning
Migimism initial deposit: Final cost will be based upon :staff time and analysis, legal review,
enviruninental review, re-submittals, continued public hearings, additional publishing costs,
applicant delays, eM
Processing l:`m and Charms (ct inued)
(City Code Section 2.41(cXl)a)
Environmental
a_ Categorical Exemption
b. Initial Study Review
c Expanded Initial Study Review
d. Environmental Impact Report Review
c Environmental Impact Report'
Initial Study Contract I;!eposit
General Plan Map Amendment
General Plan Tent Amendment
Hark Neighborhood
lilistcsric Site
$ 170.00
Department(syNvision(s)
hourly rates with a $ 3,850.00
min. deposit + publishing• •
costs and anomey fees
Depart(s(s)
hourly rates with a S 5,49(1.00
min. deposit + publishings.s
costs and attomey fees
10% of coo nwt pt ce with a
S 11,625.00 mimnarm +
publishing costs * **
Actual contract cost $01- 2602 -EIRO -38991
plus Ifte
S7,860.00/first 10 acres
S 145.001add'i 10 aces +
publishing cost
S 7,04t1.00+publishing costs **100- 2602 -i 0-3625
S2,4$0.00
$ 2,'795,00
Home Occupation Appeal $2,070.00
►Bator: Minor Deviations, when determined by the project planner to be free of any sigailiieattt
issues or concctns, may be asseasnd a fet ea uaI to °4 the established base fee + an hourly rate when
processirttt and analysis expenditures exceed the base amount (to be determined by the project planner
prior to final determination)_
** For those projects involving multiple public hearing applications,, we will reduce publication B tQ a
single charge when it is detennhwd, and reasonably pos'b* that the public - hearing applicatkm can be
proms together..
46
22
HO 182001/537473 -1
plaulting
Mi"itnurn initial deEoi Final cost will he basittl upon staff time and analysis, legal n%rirw,
environmental review, re-submjttals, continued pablic hearings, additi6nal publisbing COSM
applicant delays, etc.
Fee I'�t Dumber
Processing— Fees arid, Chacco
(City Code Section 2,41(c)(I)a1
Mills Act Request
Minor Deviation Appeal
Mira Jr Deviation Variance Review
,Mobile HomeRent Re%6ew
Planned Unit -Developracat,
Nliriimum deposit of S 30WOO plus
Attorney costs
S 2,375.00 4 publishing cost* * *
S 1,200.0-D
J 5,020,00 4, arbitrator's fee
Note: When an AIS and/or PUD project requires additional applicatiom (only in -0tuations
involvi%g a CUP andlor Variance) the lead application will be assessed the hail fee, with the
accompanying application(s) to be charged a reduced fee equal to 1/2 the established base fee
an hourly rate when processing and anatysis expenditures exceed the base amount (to be
determined by the project planner prior to final detcrwination),
Manning Commission Appeal
'Reproduction
Planning Commission (AgundaVAction)
Residential Dcvolopment OTdinance (RDO)
Resi,deflfial Development Deposit
Senior Housing Exemption
$ E( .1X) per application
$46-00
$ 7,360.00 + proportionate
share of publishing cost***
S 3,000.Wunit
901-:2W--0000-3899
Minimum deposit of$,2.920,00
Sign Permit Request S 85.Wfirst 25 sq. & 100-2602-00.00-3625
plus $ 15-00/addI 25 sq- fl.
Small Project Exemption minirriurn deposit of $ 2,820,00
For i host proje,,ts involving multip[c public hearing applications, we %vill reduce publication costs to a
single charge when 4 is dotermined, and reasonably possible, that the public-liming. applications can be
processed together,
M
23
H0182001 /537473 -1
k
ng
Plann* I
Minimum Initial deposit: Final cost will be based upon staff time and analysist legal review,
enviropm ntal roe w, re- submittals, continued public hearings, additional publishing costs,
applicant m2ys' etc.
Processing Fees and ChnMes
(Gigs' Code Section 2-41(c)(I)a)
Ttmporajy Use Review
(Zonings Code Smlion 47,110)
Tentative PafoeiMap
Tentative Tract Niap Request
Tentative Tract Map Extension
Urban Service Area Fee
Variance Request
Williamson Act Cancellation Request
Zone Change .Request
Zoning Ordinance Amendment 'Request
Fee
Fund Number
Planning, Division hourty rate
(S 1,600.0O MiAMUM)
$ 5,170,Mfirst, 4 lot$ +
S 80.00/add'i lot + publishing cost
S 8,05.%o /First 12 lots +
S 80,001add'1 114t land
S 280,Madd'i lot hillside
-4- publAing cost***
$500.00
$ 7,62,5.001first 10 acres -i- 100,-26(r000O-3625
S 130.00.eadd'1 10 acres 4
publishing cost and L.AFCO fees'
S 2,905,00660 100-2602-ODOO-3625
plus publishing oost
5 6,095,00.1• publishing cost
S 3,570.00 /first 10 acres +
$ 8 5,00/add'i 10 acres +« publishing cost
$ 41,235,00 + publi�qhing cost***
**# For those projects involving multipic public hearing applications, we will reduce publication casts to a
single charge when it is determined, and reasonably possible, that the public-be a7ing applications can be
processed together,
Er.
24
H0182001/537473 -1
I, RHONDA PELLIN, City Clerk of the City of Gilroy, do hereby certify that the attached
Ordinance No. 2007 -02 is an original ordinance, or a true and correct copy of a city ordinance,
duly adopted by the Council of the City of Gilroy at a regular meeting of said Council held on the
5th day of February, 2007, at which meeting a quorum was present, and has been published or
posted pursuant to law.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of
the City of Gilroy this 8th day of February, 2007.
City Clerk of the City of Gilroy
(Seal)