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25483779 - Property Improvement Agreement No. 2022-05; 6605 Automall Parkway - D. Thompson Properties LLC - Recorded 06/06/2023RECORDING REQUESTED BY: City of Gilroy WHEN RECORDED, MAIL TO: City Clerk City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 25483779 Regina Alcomendras Santa Clara County - Clerk -Recorder 06/06/2023 10:10 AM Titles: 1 Pages: 24 Fees: $171.00 Taxes: $$0 Total: 171.00 11111 WlcitITI N%iiirltiWi Iei71N0t6'0: L44MlYi 111111 (SPACE ABOVE THIS LINE FOR RECORDER'S USE) Property Improvement Agreement No. 2022-05 6605 AUTOMALL PARKWAY APN: 841-16-117 D. Thompson Properties LLC RE ©MOMMD JUL - 3 2023 GILROY CITY CLERK'S OFFICE • 4828-0143-8026v3 JH104706091 -1- 9/18/12 PROPERTY IMPROVEMENT AGREEMENT COMMERCIAL AGREEMENT FOR IMPROVEMENT OF STREETS AND OTHER PUBLIC WORKS FACILITIES Property Improvement Agreement No. 2022-05 This Property Improvement Agreement ("Agreement") is made and entered into this 5th day of December 2022, by and between the City of Gilroy, a municipal corporation, herein called the "City," and D. Thompson Properties LLC, herein called the "Developer". WHEREAS, a final map of subdivision, record of survey or building permit (Site Clearance) application has now been submitted to the City for approval and acceptance, covering certain real estate and property improvements known as and called: 6605 AUTOMALL PARKWAY, APN: 841-16-117, a legal description of which is attached hereto and incorporated herein as Exhibit "A" (the "Property"), and as described in the project improvement plans entitled Offsite and Onsite Improvement Plans For Automall Parkway as Exhibit B. WHEREAS, the Owner is the fee owner of the Property and requires certain utilities and public works facilities in order to service the Property under the minimum standards established by the City and, WHEREAS, the City, by and through its City Council, has enacted certain Codes, Ordinances and Resolutions and certain Rules and Regulations have been promulgated concerning the subject matter of this Agreement and, WHEREAS, the City has certain responsibilities for maintenance and operation of such utilities and public service facilities after acceptance by City, and for providing the necessary connecting system, general plant and appurtenances, and the City is agreeing to discharge those responsibilities, provided that Developer has faithfully and fully complied with all of the terms, covenants, conditions to be performed by Developer pursuant to this Agreement. NOW THEREFORE, in consideration of the foregoing premises and in order to carry on the intent and purpose of said Codes, Ordinances, Resolutions and Regulations and established policies of the City and the laws of the State of California and the United States of America it is agreed by and between the parties as follows: SECTION 1 That all Codes, Ordinances, Resolutions, Rules and Regulations and established policies of the City and the laws of the State of California and the United States of America concerning the subject matter of this Agreement are hereby referred to and incorporated herein to the same effect as if they were set out at length herein. Said Codes, Ordinances, Resolutions, Rule and Regulations include, but are not limited to, the following: the Code of the City of Gilroy, the current Zoning Ordinance, and the currently adopted Uniform Building Code. 4828-0143-8026v3 JH104706091 -2- 9/18/12 SECTION 2 The Developer agrees: a. To perform each and every provision required by the City to be performed by the Developer in each and every one of said Codes, Ordinances, Resolution, Rules and other Regulations and established policies of the City and the laws of the State of California and the United States of America, including without limitation, the California Labor Code and California Public Contract Code. Developer further agrees and acknowledges that it is its obligation to determine whether, and to what extent, the work performed under this Agreement is subject to any Codes, Ordinances, Resolutions, Rules and other Regulations and established policies of the City and the laws of the State of California, the United States of America, the California Labor Code and Public Contract Code relating to public contracting and prevailing wage laws. b. To grant to the City without charge, free and clear of encumbrances, any and all easements and rights of way in and to the Property necessary for the City in order that its water, electricity, and/or sewer lines in or to said Property may be extended. c. To indemnify, defend with counsel of City's choice and hold the City free and harmless from all suits, fees, claims, demands, causes of action, costs, losses, damages, liabilities and expenses (including without limitation attorneys' fees) incurred by City in connection with (i) any damage done to any utility, public facility or other material or installation of the City on said Property which the Developer or any contractor or subcontractor of the Developer, or any employee of the foregoing, shall do in grading or working upon said Property; or (ii) arising or resulting directly or indirectly from any act or omission of Developer or Developer's contractors, or subcontractors, or any employee of the foregoing in connection with the work performed by them in connection with this Agreement, including without limitation all claims relating to injury or death of any person or damage to any property. d. To construct and improve all public works facilities and other improvements described in this Agreement and the improvement plans submitted to the City of Gilroy entitled OFFSITE AND ONSITE IMPROVEMENT PLANS FOR AUTOMALL PARKWAY shown as Exhibit B, in furtherance of this Agreement on file with the City of Gilroy. All construction and improvements shall be completed in accordance with all standards established in the Codes, Ordinances, Resolutions, Rules and Regulations and established policies of the City and the laws of the State of California and the United States of America and this agreement, and in accordance with the grades, plans, and specifications approved by the City Engineer. Developer shall furnish two good and sufficient bonds, a Payment Bond on a form provided by the City and a Faithful Performance Bond, both of which shall be secured from a surety company admitted to do business in California. Each bond shall set forth a time period for performance by the contractor of its obligations and the terms and conditions on which the City may obtain the proceeds of the bond. The Faithful Performance Bond shall be in an amount not less than one hundred percent (100%) of the total estimated amount payable for the improvements described in this Agreement, and shall secure payment to City and the Developer of any loss due to the default of the contractor or its inability or refusal to perform its contract. The performance bond shall by its terms remain in full force and effect for a period of not less than one year after completion of the improvements by Developer and acceptance of the improvements by City, to guarantee the repair and replacement of defective material and faulty workmanship. Upon completion of the improvements by Developer and acceptance of the improvements by City, Developer may substitute for the performance bond securing maintenance 4828-0143-8026v3 JH104706091 -3- 9/18/12 described above, a separate maintenance bond issued by an admitted surety in the amount of ten percent (10%) of the total contract price of the improvements (provided that the amount of said bond shall not be less than One Thousand Dollars ($1,000) to cover the one-year maintenance period. The Payment Bond shall be in an amount not less than one hundred percent (100%) of the total estimated amount payable for the improvements described in this Agreement. The Payment Bond shall secure the payment of those persons or entities to whom the Developer may become legally indebted for labor, materials, tools, equipment, or services of any kind used or employed by the contractor or subcontractor in performing the work, or taxes or amounts to be withheld thereon. The Payment Bond shall provide that the surety will pay the following amounts should the Contractor or a Subcontractor fail to pay the same, plus reasonable attorneys' fees to be fixed by the court if suit is brought upon the bond: (1) amounts due to any of the persons named in California Civil Code Section 9100; (2) amounts due under the Unemployment Insurance Code with respect to work or labor performed for the improvements described in this Agreement; and (3) any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and Subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to the work and labor. The Payment Bond shall, by its terms, inure to the benefit of any of the persons named in Civil Code Section 3181 so as to give a right of action to those persons or their assigns in any suit brought upon the bond. Simultaneously with the submission of its building permit application (Site Clearance), the Developer shall submit the following for both the surety that furnishes the Payment Bond and the surety that furnishes the Faithful Performance Bond: (1) a current printout from California Department of Insurance's website (www.insurance.ca.gov) showing that the surety is admitted to do business in the State; or (2) a certificate from the Clerk of the County of Santa Clara that the surety's certificate of authority has not been surrendered, revoked, canceled, annulled, or suspended or in the event that it has, that renewed authority has been granted. e. Except as otherwise expressly provided in this Agreement, all plan check and inspection fees which are payable by Developer pursuant to the attached comprehensive fee schedule are due and payable to the City prior to Council approval of the final map of the subdivision. Upon approval of the record of survey or the building permit covering the real estate to be improved and before any work is done therein, the Developer shall pay to the City all other sums payable by Developer pursuant to the attached comprehensive fee schedule. f. At all times during the term of this Agreement and until the improvements constructed by Developer are accepted by City, Developer shall, at no cost to City obtain and maintain (a) a policy of general liability and property damage insurance in the minimum amount of One Million Dollars ($1,000,000), combined single limit for both bodily injury and property damage; (b) workers' compensation insurance as required by law; and (c) broad form "Builder's Risk" property damage insurance with limits of not less than 100% of the estimated value of the improvements to be constructed by Developer pursuant to this Agreement. All such policies shall provide that thirty (30) days written notice must be given in advance to City prior to termination, cancellation, or modification. The insurance specified in (a) above shall name City as an additional insured and the insurance specified in (c) shall name City as a loss payee, and shall provide that City, although an additional insured or loss payee, may recover for any loss suffered by reason of the acts or omissions of Developer or Developer's contractors or subcontractors or their respective employees. Developer hereby waives, and Developer shall cause each of its contractors and subcontractors to waive, all rights to recover against City for any loss or damage arising from a 4828-0143-8026v3 JH\04706091 -4- 9/18/12 cause covered by the insurance required to be carried pursuant to this Agreement or actually carried by Developer in connection with the work described in this Agreement, and will cause each insurer to waive all rights of subrogation against City in connection therewith. All policies shall be written on an occurrence basis and not on a claim made basis and shall be issued by insurance companies acceptable to City. Prior to commencing any work pursuant this Agreement, Developer shall deliver to City the insurance company's certificate evidencing the required coverage, or if required by City a copy of the policies obtained. SECTION 3 That all the provisions of this Agreement and all work to be done pursuant to the terms of this Agreement are to be completed to City's satisfaction within one year from and after the date and year of this Agreement first above written. Developer shall maintain such public works facilities and other improvements described in this Agreement at Developer's sole cost and expense at all times prior to acceptance by City in a manner which will preclude any hazard to life or health or damage to property. SECTION 4 That the faithful and prompt performance by the Developer of each and every term and condition contained herein is made an express condition precedent to the duty of the City to perform any act in connection with this transaction, and the failure, neglect or refusal of the Developer to so perform, or to pay any monies due hereunder when due shall release the City from any and all obligations hereunder and the City, at its election, may enforce the performance of any provision herein, or any right accruing to the City or may pursue any remedy whatsoever it may have under applicable laws or the Codes, Ordinances, Resolutions, Rules and Regulations of the City, in the event of any such default by Developer. SECTION 5 That this Agreement, including without limitation the general stipulations outlined in Section 6 below, is an instrument affecting the title or possession of the real property and runs with the land. Except as expressly provided in the second sentence of Item 32 of the general stipulations set forth in Section 6 below (relating to the payment of reimbursement to the original Developer named in this Agreement), all the terms, covenants and conditions herein imposed shall be binding upon and inure to the benefit of City, Developer, the successors in interest of Developer, their respective successors and permitted assigns and all subsequent fees owners of the Property. The obligations of the Developer under this Agreement shall be the joint and several obligations of each and all of the parties comprising Developer, if Developer consists of more than one individual and/or entity. Upon the sale or division of the Property, the terms of this Agreement shall apply separately to each parcel and the fee owners of each parcel shall succeed to the obligations imposed on Developer by this Agreement. SECTION 6 1. That the following general stipulations shall be completed subject to the approval of the Public Works Director/City Engineer. 2. The Project shall comply with all Tentative Map conditions and applicable mitigation measures as contained in City Council Resolution 2021-27 (TM 20-08 approval). 3. All work within the public right-of-way shall be subject to the approval of the City Engineer. 4828-0143-8026v3 JH104706091 -5- 9/18/12 4. The Developer shall perform all work in compliance with the City of Gilroy Specifications Standards Design Criteria, and is subject to all laws of this community by reference. Street improvements and the design of all storm drainage, sewer lines, and all street sections shall be in accordance with City Standards Plans and shall follow the most current City Master plan for streets and each utility. 5. The developer shall defend, indemnify, and hold harmless the City, its City Council, Planning Commission, agents, officers, and employees from any claim, action, or proceeding against the City or its City Council, Planning Commission, agents, officer, and employees to attack, set aside, void, or annul an approval of the City, City Council, Planning Commission, or other board, advisory agency, or legislative claim, action, or proceeding against it, and will cooperate fully in the defense. This condition is imposed pursuant to California Government Code Section 66474.9. 6. No building permit shall be issued in connection with this project if the Owner or Developer of such development (i) is not in compliance with the City's Residential Development Ordinance (City Zoning Ordinance Sections 50.60 et seq.) referred to as the RDO, any conditions of approval issued in connection with such development or other City requirements applicable to such development; or (ii) is in default under any agreement entered into with the City in connection with such development pursuant to the RDO. The project must also comply with any of condition of exemption granted from the RDO, including but not limited to time limits in obtaining City approvals and completion of construction of the dwelling units. 7. The City shall be notified at least two (3) weeks prior to the start of any construction work and at that time the contractor shall provide a project schedule and a 24-hour emergency telephone number list. 8. At least three weeks prior to commencement of work, the developer shall post the site and mail to owners of property within (500') five hundred feet of the exterior boundary of the project site, to the homeowner associations of nearby residential projects and to the Engineering Division, a notice that construction work will commence on or around the stated date. The notice shall include a list of contact persons with name, title, phone number and area of responsibility. The person responsible for maintaining the list shall be included. The list shall be current at all times and shall consist of persons with authority to initiate corrective action in their area of responsibility. The names of individuals responsible for dust, noise and litter control shall be expressly identified in the notice. 9. The developer shall create prior to construction, for City Engineer approval, a construction staging plan that addresses the ingress and egress location for all construction vehicles, employee parking and material storage area separate from occupied residential units. All construction vehicles, employee parking, and material storage shall be contained with the project boundary and there shall be no impact to public right of way or easements. 10. If applicable, locate and properly dispose of any wells, septic tanks and underground fuel storage facilities. NOTE: The capping of any well will require inspection by the Santa Clara Valley Water District. 11. Schedule the construction of improvements along existing public roads so that the work affecting vehicular traffic is completed with a minimum interruption to traffic. 12. All work shall be coordinated so that the existing residents on all adjacent streets have access to their properties. 4828-0143-8026v3 JH\04706091 -6- 9/18/12 13. Before construction utilizing combustible materials may proceed, an all-weather access must be provided to within 150 feet of the building site; and at least one in service fire hydrant must be available within 150 feet of each portion of the site wherein this construction is to take place. Location of the fire hydrants will be determined by the Fire Chief. 14. A complete construction schedule from start of construction to final occupancy, which shall include a detailed phasing plan (including traffic control for each proposed phase), shall be submitted and approved by the City Engineer prior to start of construction. Any deviation from the approved construction schedule and phasing plan shall be coordinated with the City Engineer. Deviating from the approved construction schedule and phasing plan without prior coordination with the City Engineer may prolong issuance of further building permits. In addition, a 5 week look -ahead schedule shall be provided weekly for general site inspection coordination and construction management. (a) Upon request by the City Engineer, the developer shall provide information for public outreach purposes, which may include maps and schedules for each phase of construction. 15. One hard copy and electronic copy of the approved/stamped PG&E Joint Trench Plans shall be submitted to the Engineering Division for approval. PG&E approved plans shall incorporate any and all City comments related to Joint Trench scope of work. The Developer will not be allowed to commence joint trench work "at -risk" without PG&E and City approval. The Developer assumes responsibility for any required redesign, and all costs associated with the redesign and additional city review resulting from final PG&E -approved joint trench plans. Design revisions and ultimate joint trench construction shall be completed to the satisfaction of the City Engineer. 16. No utility boxes ae allowed to be constructed in the sidewalk. 17. Recycled water shall be used for construction water, where available, as determined by the Public Works Director. Prior to grading, Developer shall contact the South County Regional Wastewater Authority (SCRWA), Saeid Vaziry at Saeid.Vazirv(&,ci.gi1rov.ca.us, 408-846-0492, and confirm if recycled water is available, and if so, obtain recycled water use permit 18. The developer shall obtain the required Habitat Conservation Plan (HCP) Permit and pay the applicable fees prior to the issuance of grading permit work or improvement plan approval. 19. Site preparation and fill construction shall be conducted under the observation of, and tested by, a licensed soils or geotechnical engineer. A report shall be filed with the City of Gilroy stating that all site preparation and fill construction meets the requirements of the geotechnical investigation. This shall be subject to review and approval by the Building Division. [CBC] 20. All grading operations and soil compaction activities shall be per the approved soils report and shall meet with the approval of the City Engineer. 21. New and existing utility lines, appurtenances, and associated equipment, including but not limited to electrical transmission, street lighting, and cable television shall be required to be placed underground along the project frontage frontage only. [Municipal Code Section 21, Article V] 22. Construction activity shall be restricted to the period between 7:00 a.m. to 7:00 p.m. Mondays through Fridays. Saturday work is not allowed, but can be requested for certain -specific activities in writing. If approved, work hours shall be 9:00 a.m. to 7:00 p.m. and only with approval by the City Engineer and if City inspection services are available. Saturday work, if approved, will also require additional 4828-0143-8026v3 JH\04706091 -7- 9/18/12 inspection overtime fees. No work shall be done on Sundays and City Holidays. The City Engineer will apply additional construction period restrictions, as necessary, to accommodate standard commute traffic along arterial roadways and along school commute routes. 23. Any damage resulting from project construction operations to existing city infrastructure on or adjacent to the subject property shall be repaired to the satisfaction of the City Engineer, at the full expense of the developer/contractor. This shall include slurry seal, overlay, street reconstruction, and repair to curb, gutter and sidewalk, driveway approach if reasonably deemed warranted by the City Engineer. 24. Public improvements shall consist of all public improvements shown in project plans entitled OFFSITE AND ONSITE IMPROVEMENT PLANS FOR AUTOMALL PARKWAY shown as Exhibit B. Improvements include pavement work, slurry, striping, lighting, joint trench, curb, gutter, sidewalk, landscape, storm, water, sewer, stormwater management facilities. Applicant shall pay an in -lieu of Rule 20 on north end of project payment of $600,000 for state mandated stormwater trash capture facilities to be installed in the future by City or City resources. 25. This project is subject to post -construction stormwater quality requirements per Section 27D of the Gilroy Municipal Code. 26. Storm water BMP Operation and Maintenance Agreement (a) Prior to the issuance of any building permit requiring stormwater management BMPs or as otherwise determined by the City Engineer, the owner(s) of the site shall enter into a formal written Stormwater BMP Operation and Maintenance Agreement with the City. The City shall record this agreement, against the property or properties involved, with the County of Santa Clara and it shall be binding on all subsequent owners of land served by the storm water management treatment BMPs. The City -standard Stormwater BMP Operation and Maintenance Agreement will be provided by Public Works Engineering. (b) This Agreement shall require that the BMPs not be modified and BMP maintenance activities not alter the designed function of the facility from its original design unless approved by the City prior to the commencement of the proposed modification or maintenance activity. (c) This Agreement shall also provide that in the event that maintenance or repair is neglected, or the stormwater management facility becomes a danger to public health or safety, the city shall have the authority to perform maintenance and/or repair work and to recover the costs from the owner. (d) All on -site stormwater management facilities shall be operated and maintained in good condition and promptly repaired/replaced by the property owner(s), an owners' or homeowners' association or other legal entity approved by the City. (e) Any repairs or restoration/replacement and maintenance shall be in accordance with City - approved plans. (f) The property owner(s) shall develop a maintenance schedule for the life of any stormwater management facility and shall describe the maintenance to be completed, the time period for completion, and who shall perform the maintenance. This maintenance schedule shall be included with the approved Stormwater Runoff Management Plan. 4828-0143-8026v3 JH\04706091 -8- 9/18/12 27. Stormwater BMP Inspections will be required for this project and shall adhere to the following: (a) The property owner(s) shall be responsible for having all stormwater management facilities inspected for condition and function by a knowledgeable third party. (b) Unless otherwise required by the City Engineer or designee, stormwater facility inspections shall be done at least twice per year, once in Fall, in preparation for the wet season, and once in Winter. Written records shall be kept of all inspections and shall include, at minimum, the following information: 1. Site address; 2. Date and time of inspection; 3. Name of the person conducting the inspection; 4. List of stormwater facilities inspected; 5. Condition of each stormwater facility inspected; 6. Description of any needed maintenance or repairs; and 7. As applicable, the need for site re -inspection. 28. Upon completion of each inspection, an inspection report shall be submitted to Public Works Engineering no later than October 1st for the Fall report, and no later than March 15th of the following year for the Winter report. 29. A minimum of one exterior monument shall be set. Additional monuments can be required by the City Engineer or City Surveyor as deemed necessary. Location of monuments shall be tied out prior to work. 30. In accordance with the California Professional Land Surveyors' Act (Business and Professions Code) Chapter 15 Sections 8771 and 8725, California Penal Code 605, and California Government Code 27581, the developer, their employees, subcontractors, and/or any person performing construction activities that will or may disturb an existing roadway/ street monument, corner stake, or any other permanent surveyed monument shall show all current monuments on the plans and shall ensure that a Corner Record and/or Record of Survey are filed with the County Surveyor Office prior to disturbing said monuments. All disturbed or destroyed monuments shall be reset and filed in compliance with Section 8771 at the developer's sole expense. 31. Bonding as required by section 2.d of this agreement will be accepted for the proposed improvements for an amount of $900,830 as shown on the attached Cost Estimate spreadsheet. 32. If there are any reimbursements payable to the Developer, they must be specifically identified in this Agreement. Any such reimbursements shall be payable to the original Developer named in this Agreement above, and shall not inure to the benefit of any subsequent owners of all or any portion of the Property. All reimbursements payable to Developer shall be subject to the City's reimbursement policies and ordinances in effect from time to time, including without limitation any expiration dates identified in such policies and ordinances. Such reimbursement shall be solely contingent upon the availability of the City's Traffic Impact Fee Funds and in no case shall the reimbursement be paid beyond ten (10) years after the execution of the Agreement. In addition to any other conditions, requirements and limitations set forth in the City's reimbursement policies and ordinances from time to time, (i) in no event shall any reimbursements be payable to Developer if City determines in its sole and absolute discretion from time to time that there are not sufficient reserves then on hand in the specific reimbursement fund from which Developer's reimbursement is payable, over and above 4828-0143-8026v3 JH\04706091 -9- 9/18/12 any amounts anticipated to be required to be expended from such reimbursement fund, which reserves, at a minimum, are equal to at least half of the remaining average yearly anticipated expenditures of such reimbursement fund as determined by City from time to time; (ii) City may, in its sole and absolute discretion, make partial reimbursement payments to Developer in yearly increments, as determined by City; and (iii) City may defer payments in any given year if projects deemed by City to be of high importance are determined by City, in its sole and absolute discretion, to be warranted or necessary, and the funds in such reimbursement fund are designated by the City for use on such projects of high importance. SECTION 7 That the attached Development Cost Schedule enumerates all fees and their extensions. 1. TOTAL AMOUNT DUE CITY $ 680,275.72 4828-0143-8026v3 JH104706091 -10- 9/18/12 CITY OF GILROY By: Date: 9 Jimmy Forbis City Administrator ATTEST: i2 ,3I.2-1- Thai Pham, City Clerk APPROVED AS TO FORM: Andrew L. Faber, City Attorney 4828-0143-8026v3 JH104706091 -11- 9/18/12 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California Santa Clara County of On December 13, 2022 before me, Thai Nam Namy Pham, Notary Public (insert name and title of the officer) personally appeared Jimmy Forbis who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) THAI NAM NAMY PHAM Notary Public - California z Santa Clara County Commission # 2412200 My Comm. Expires Aug 31. 2026 DEVELOPER: D. Thompson Properties LLC By: Name: Title: Date: By: Name: Title: Date: By: Name: Title: Date: 16(i // --. t 4 le ( ( - 1( Il OFFICIAL STAMP MARIAH DELORES JORDAN NOTARY PUBLIC - OREGON COMMISSION NO. 1027616 MY COMMISSION EXPIRES AUGUST 17, 2026 NOTE: If Developer is a corporation, the complete legal name and corporate seal of the corporation and the corporate titles of the persons signing for the corporation shall appear above. 4828-0143-8026v3 JH104706091 -12- 9/18/12 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Oregon County of Multnomah On November 4, 2022 before me, Mariah Jordan (insert name and title of the officer) personally appeared Ky Fullerton who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature H.A (Seal) OFFICIAL STAMP MARIAH DELORES JORDAN NOTARY PUBLIC - OREGON COMMISSION NO. 1027616 MY COMMISSION MPIRES AUGUST 17, 2026 • EXHIBIT "A" LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Santa Clara, City of Gilroy and described as follows: Parcel 2, as shown upon the Parcel Map, in the City of Gilroy, County of Santa Clara, State of California, filed for record November 6, 2002 in Book 755 of Maps, at Page 1, Santa Clara County Records. APN: 841-16-117 (End of Legal Description) 4828-0143-8026v3 JH104706091 -13- 9/18/12 AND ONSITE IMPROVEMENT PLANS FOR -n. (.a),M, wm-n.w.> CALIFORNIA CITY OF GILROY, 70 I1,r EXHIBIT B VINNOinVO 'Ammo AVMNadd TIVmuf1V 133HS 31111 SNVId 1N3W3AONdW1 31ISNO ONV 3115330 81 a o +'b G 1s88a. €I/ F ��a§6=gel of MIsosZ00,MilgaSSg"i1 a` zi 1! yr h" Ain " J' a' 0o4alu111 ABBREVIATIONS j .®ea m. life til Oil, tail e. e dmigifil! iNti 9 e 11. I4i5�A�� 4828-0143-8026v3 JH104706091 -14- .viv m. n..... w.v - ten. = a m TY .r 9/18/12 CITY OF GILROY PUBLIC WORKS DEPARTMENT ENGINEERING DIVISION COST ESTIMATE EFFECTIVE 7/1/2022 ENCOMPASS NO: El /21100029 ' Revised: Revision Number: DATE: 11/14/2022 Revision By: NUMBER: PROJECT LOCATION: PARCEL NUMBER: 841-16-117 11/14/2022 8:53 AM 6500 Automall Parkway OW NER/DEVELOPER: MAILING ADDRESS: TELEPHONE NO: D. Thompson Properties LLC PREPARED BY: W. Hill Account No. Key Code Fee: Credits: Amount Due: Account Description: Paid on Invoice # 100-2601-0000-3625 4904 $5,000.00 $5,000.00 $0.00 Special Public Works Sens 10/19/22#12043946 10/20/21 #341188149 100-2601-0000-3605 4702 $81,969.72 $81,969.72 $0.00 Eng Plan Check & Insp 10/19/22#12043946 420-2600-0000-3660 4501 $0.00 $0.00 Storm Development Fee 432-2600-0000-3660 3301 $0.00 $0.00 Str Tree Development Fee 433-2600-0000-3660 4905 $0.00 $0.00 Traffic Impact Fee 435-2600-0000-3660 4509 $0.00 $0.00 Sewer Development Fee 436-2600-0000-3660 4510 $0.00 $0.00 Water Development Fee 440-2600-0000-3660 4515 $0.00 $0.00 Public Facility Fee 422-2600-0000-3660 $3,306.00 $3,306.00 $0.00 Stormwater Management Fee 10/19/22#12043946 Stormwater Trash 422-2600-0000-3859 $600,000.00 $600,000.00 $0.00 Amendment Compliance Fee 720-0433-0000-3620 2202 $0.00 $0.00 Const Water Use Fee 801-2601-PWDO-3899 4703 $0.00 $0.00 Reimbursements 801-2601-PWDO-3899 4703 $0.00 $0.00 Other Reimbursements Fee Total $690,275.72 Total $0.00 Payment Bond Amount for all improvements $900,830 Performance Bond Amount for all improvements $900,830 10/19/22 #12043946 ENCOMPASS NO: DATE: NUMBER: 11/14/2022 8:53 AM 1 1 CITY OF GILROY PUBLIC WORKS DEPARTMENT ENGINEERING DIVISION COST ESTIMATE El /21100029 14-Nov-2022 PROJECT LOCATION: 6500 Automall Parkway PARCEL NUMBER: 841-16-117 OWNER/DEVELOPER: D. Thompson Properties LLC MAILING ADDRESS: TELEPHONE NO: PREPARED BY: W. Hill COST SCHEDULE TYPE: DEFER PUBLIC FACILITY FEE ? DEFER SEWER, WATER, TRAFFIC FEES ? FINAL ENGINEERING COST ESTIMATE ? y PLAN CHECK ? INCENTIVE AGREEMENT ONLY ? N TO PERMIT? N TO FINAL ? N TO PERMIT? N TO FINAL? N NOTE: This Preliminary Cost Schedule is an estimate and will be adjusted to the rates in effect at the time permits are issued. Site Information: Gross Acres: Lots/Parcels: Units: Residential -Low ? 0.000 0 0 Residential -High ? 0.000 0 0 Commercial -Low ? 0.000 0 Commercial -High ? 8.950 3 Industrial -General ? 0.000 0 Industrial -Warehouse ? 0.000 0 Assembly Hall? 0.000 0 Common Area? 0.000 # of Stormwater Management BMP 7 Commercial/Industrial Allocations: Reimbursements and credits: Front Footage/Square Footage Charges Street Tree FF: 0.0 Pavement SF: 0.0 Water FF: 0.0 Median SF: 0.0 Sewer GPD: Water GPD: 0 0 Sewer FF: 0.0 Sidewalk SF: 0.0 Storm FF: 0.0 Curb/Gutter FF: 0.0 Sq Ft: 0 0 0 0 0 0 Const Water Acres to be Developed: 0.000 Construction Water FF: 0.0 SPECIAL PUBLIC WORKS SERVICES 100-2601-0000-3625 $5,000.00 Maps: Final Map $8,000.00 (First two reviews) N $0.00 Fee ID NO-FINALM Parcel Map $5,000.00 (First two reviews) Y $5,000.00 Fee ID NO-PARCELM Re -assessment Map (Assessment District Parcels) $5,000.00 (First two reviews) N $0.00 Fee ID N-ASSESM Administration Fees: (Cost Schedules, Agreements, R/W Reviews, Additional Map Reviews, and Other Misc. Services) 0 hr Misc Services $220.00 / hr. Y $0.00 Fee ID N-MISC Special Staff Analysis 0 hr Special Analysis $150.19 / hr. N $0.00 ENGINEERING PLAN CHECK & INSPECTION 11/14/2022 8:53 AM 100-2601-0000-3605 COST ESTIMATE $81,969.72 ACTUAL COST OF PUBLIC IMPROVEMENTS FINAL ENGINEERING PLAN CHECK $0.00 At time of Improvement Plan/Final Map submittal 50% of fee is due for Plan Check. Remainder 50% due prior to submittal of Final Map for Council approval Additional Plan Review After First Three Submittals or Review of Changes, Additions or Revisions to Approved Plans 0 hr Additional Plan Review $150.19 / hr. N $0.00 Fee ID NO-GRADINS (2 Hour Minimum) Re -Inspection Fee 0 hr Re -Inspection $162.00 / hr. N $0.00 Fee ID NO-GRADINS Inspections outside of normal business hours 0 hr Inspection $435.00 / hr. N $0.00 Fee ID NO-GRADINS COST ACTUAL (Based on total cost of improvements) ESTIMATE COST DIFFERENCE ($81,969.72) Estimated Cost of Improvements $900,830 $0 Fee ID NO-PCKINSP 12.6% $0 $100,000 Y $12,600.00 Y $0.00 10.5% $100,000 $200,000 Y $10,500.00 Y $0.00 8.4% over $200,000 Y $58,869.72 Y $0.00 Payment Bond Amount for all improvements $900,830 Performance Bond Amount for all improvements $900,830 IMPACT FEES Storm Drain Impact Fee 420-2600-0000-3660 a.Residential-Low $598.00 / acre b.Residential-High $940.00 / acre c.Commercial $1,621.00 / acre d.lndustrial $1,197.00 / acre e.Assembly Hall $598.00 / acre Street Tree Fee N 432-2600-0000-3660 $0.00 Fee ID NO-SD-LD $0.00 Fee ID NO -SD -HD $0.00 Fee ID NO-SD-C $0.00 Fee ID NO -SD -I $0.00 Fee ID NO-SD-AH a.City Inspection and Replacement $3.68 / f.f. x Y 0.0 = $0.00 Fee ID NO-TREEPLT N 0.0 = $0.00 Fee ID NO-TREEINS 433-2600-0000-3660 a.Residential-Low $13,012.00 / unit N $0.00 Fee ID N1-TRAF-LD b.Residential-High $10,548.00 / unit Y $0.00 Fee ID N2-TRAF-HD c.Commercial-Low Traffic (< 10.75 trips/1000 sf) $14,397.00 / k.s.f. N $0.00 Fee ID N3-TRAF-CL d.Commercial-High Traffic (>= 10.75 trips/1000 sf) $29,082.00 / k.s.f. N $0.00 Fee ID N3-TRAF-CH e.lndustrial-General $5,705.00 / k.s.f. N $0.00 Fee ID N4-TRAF-IG f.Industrial-Warehouse $4,135.00 / k.s.f. N $0.00 Fee ID N4-TRAF-IW b.Inspection and Replacement $0.00 / f.f. x Traffic Impact Fee $0.00 $0.00 $0.00 11/14/2022 8:53 AM Sewer Impact Fee 435-2600-0000-3660 $0.00 a.Residential-Low $13,262.00 / unit N b.Residential-High $7,176.00 / unit Y c.CommerciaVIndustrial $4,197.00 / cgpd Water Impact Fee a.Residential-Low $4,556.00 / b.Residential-High $1,843.00 / unit c.Commercial/Industrial $7,141.00 / kgpd Public Facilities Impact Fee a.Residential-Low b.Residential-High $19,028.00 / unit N 436-2600-0000-3660 unit N Y N 440-2600-0000-3660 $22,617.00 / unit N c.Commercial $3,408.00 / k.s.f. d.lndustrial $1,510.00 / k.s.f. Stormwater Management Impact Fee a. Post -Construction $504.00 + BMP initial setup fee 1st BMP b. Post -Construction $413.00 + BMP annual 1st BMP administration and monitoring fee c. Post -Construction BMP annual administration and monitoring delinquent fee Water User Fee (Construction) $100.00 / additonal BMP Y $31.00 / additonal BMP N $58.00 / month of delinquency N 720-0433-0000-3620 $3.00 / f.f. plus $182.73 / a.c. $0.00 $0.00 $0.00 Fee ID N1-SS-LD Fee ID N2-SS-HD Fee ID N5-SS-C/I $0.00 Fee ID N1-WATR-LD $0.00 Fee ID N2-WATR-HD $0.00 Fee ID N5-WTR-C/I $0.00 $0.00 $0.00 $0.00 $1, 912.00 $1, 394.00 Fee ID N1-PF-LD Fee ID N2-PF-HD Fee ID N3-PF-C Fee ID N4-PF-I Fee ID Fee ID Fee ID Y $0.00 Fee ID NO-CONWTFF $0.00 Fee ID NO-CONWTAC FRONT FOOT CHARGES (Used to charge and reimburse fees for existing infrastructure) The Half Pipe schedule is used to determine the front footage reimbursement to former developers for infrastructure previously installed along the front footage of the development. The Full Pipe schedule is used to determine the oversizing reimbursement to the developer for installing water, sewer, and storm main extensions to sizes required by each master plan that are greater than the sizes required by the development. The oversized portion is the difference between the master planned size for the main and the greater of the main size required by the development or the developer's minimum responsibility for each main. Water Water Mains - including fire hydrants, valves, valve boxes and other pertinences. Developer responsibility is up to and including 12" mains Half Pipe 6 inch Main $39.00 / LF x 8 inch Main 10 inch Main 12 inch Main 14 inch Main 16 inch Main 18 inch Main 20 inch Main 24 inch Main 30 inch Main 36 inch Main $41.00 / LF x $47.00 / LF x $52.00 / LF x $57.00 / LF x $62.00 / LF x $68.00 / LF x $76.00 / LF x $82.00 / LF x $91.00 / LF x $106.00 / LF x 801-2601-P W DO-3899 Lineal Footage N 0.0 = N 0.0 = 0.0 = 0.0 = 0.0 = 0.0 = 0.0 = 0.0 = 0.0 = 0.0 = 0.0 = $0.00 Fee ID N-WR06-1/2 $0.00 Fee ID N-WR08-1/2 $0.00 Fee ID N-WR10-1/2 $0.00 Fee ID N-WR12-1/2 $0.00 Fee ID N-WR14-1/2 $0.00 Fee ID N-WR16-1/2 $0.00 Fee ID N-WR18-1/2 $0.00 Fee ID N-WR18-1/2 $0.00 Fee ID N-WR24-1/2 $0.00 Fee ID N-WR30-1/2 $0.00 Fee ID N-WR36-1/2 $0.00 $0.00 $3,306.00 $0.00 $0.00 1 11/14/2022 8:53 AM Front Foot Charges Continued (Used to charge and reimburse fees for existing infrastructure) Sewer 801-2601-PWDO-3899 $0.00 Sewer Mains - including manhole and other pertinences. Developer responsibility is up to and including 12" mains. Half Pipe Lineal Footage 6 inch Main $73.00 / LF x 8 inch Main $75.00 / LF x 10 inch Main $81.00 / LF x 12 inch Main $83.00 / LF x 15 inch Main $87.00 / LF x 18 inch Main $93.00 / LF x 21 inch Main $102.00 / LF x 24 inch Main $106.00 / LF x 27 inch Main $122.00 / LF x 30 inch Main $144.00 / LF x 33 inch Main $158.00 / LF x 36 inch Main $178.00 / LF x 39 Inch Main $212.00 / LF x 42 inch Main $265.00 / LF x Street Improvements Pavement. Sidewalks & Medians AC/Bike path: base $2.55 / SF x AC/Bike path: pvmt $2.50 / SF x N 0.0 = N 0.0 = N N $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 0.0 = $0.00 801-2601-PWDO-3899 Sauare Footage N 0.0 = Sidewalk: new $9.75 / SF x N 0.0 = Sidewalk: replace $13.25 / SF x N 0.0 = Resurfacing $2.55 / SF x N 0.0 = Landscaped Median $20.35 / SF x N 0.0 = Hardscaped Median $11.63 / SF x N 0.0 = Traffic Sianals (eauioment only) % of Lumo Sum Traffic Signal-3 leg $130,200.00 / LS x N 0% = $0.00 Fee ID N-STR-TS3L Traffic Signal-4 leg $158,500.00 / LS x N 0% = $0.00 Fee ID N-STR-TS4L Curb and Gutter Curb/Gutter: new $25.85 / LF x N 0.0 = $0.00 Fee ID N-STR-C/G Curb/Gutter: replace $33.40 / LF x N 0.0 = $0.00 Fee ID N-STR-C/GR Curb Ramps $1,057.63 / LF x N 0.0 = $0.00 Fee ID N-STR-CR Fee ID N-SS06-1/2 Fee ID N-SS08-1/2 Fee ID N-SS10-1/2 Fee ID N-SS12-1/2 Fee ID N-SS15-1/2 Fee ID N-SS18-1/2 Fee ID N-SS21-1/2 Fee ID N-SS24-1/2 Fee ID N-SS27-1/2 Fee ID N-SS30-1/2 Fee ID N-SS33-1/2 Fee ID N-SS36-1/2 Fee ID N-SS39-1/2 Fee ID N-SS42-1/2 Lineal Footaae $0.00 Fee ID N-STR-ACB $0.00 Fee ID N-STR-ACP $0.00 Fee ID N-STR-S/W $0.00 Fee ID N-STR-S/WR $0.00 Fee ID N-STR-RESU $0.00 Fee ID N-STR-LANM $0.00 Fee ID N-STR-HARD $0.00 Front Foot Charges Continued ?(Used to charge and reimburse fees for existing infrastructure) Storm Drain 801-2601-PWDO-3899 Storm Mains - including manholes, catch basins and other pertinences. Developer responsibility is up to and including 24" mains. Half Pipe 18 inch Main $63.00 / LF x N 0.0 = $0.00 Fee ID N-SD18-1/2 21 inch Main $69.00 / LF x N 0.0 = $0.00 Fee ID N-SD21-1/2 Lineal Footage 24 inch Main $70.00 / LF x N 0.0 = $0.00 Fee ID N-SD24-1/2 27 inch Main $82.00 / LF x N 0.0 = $0.00 Fee ID N-SD27-1/2 30 inch Main $89.00 / LF x N 0.0 = $0.00 Fee ID N-SD30-1/2 33 inch Main $91.00 / LF x N 0.0 = $0.00 Fee ID N-SD33-1/2 36 inch Main $95.00 / LF x N 0.0 = $0.00 Fee ID N-SD36-1/2 42 inch Main $99.00 / LF x N 0.0 = $0.00 Fee ID N-SD42-1/2 48 inch Main $117.00 / LF x N 0.0 = $0.00 Fee ID N-SD48-1/2 54 inch Main $137.00 / LF x N 0.0 = $0.00 Fee ID N-SD54-1/2 60 inch Main $158.00 / LF x N 0.0 = $0.00 Fee ID N-SD60-1/2 66 inch Main $179.00 / LF x N 0.0 = $0.00 Fee ID N-SD66-1/2 72 inch Main $200.00 / LF x N 0.0 = $0.00 Fee ID N-SD72-1/2 78 inch Main $216.00 / LF x N 0.0 = $0.00 Fee ID N-SD78-1/2 84 inch Main $231.00 / LF x N 0.0 = $0.00 Fee ID N-SD84-1/2 90 inch Main $246.00 / LF x N 0.0 = $0.00 Fee ID N-SD90-1/2 96 inch Main $261.00 / LF x N 0.0 = $0.00 Fee ID N-SD96-1/2 NOTE: All deferred and/or estimated fees will be adjusted to the rates in effect at the time fees are paid. The undersigned agrees to provide actual construction costs for recalculation of fees and pay any underestimated fees prior to final acceptance. If the recalculated fees are less than the estimate, the City of Gilroy will refund the difference. Additional plan review required by changes, additions or revisions to approved plans, reinspections and inspections outside of normal business hours will be billed as shown in the City of Gilroys most current comprehensive fee schedule at the hourly rates in effect at the time of inspection. Accepted by: Print Name: Date: 11/14/2022 8:53 AM $0.00 OVERSIZING SCHEDULE (Used tc reimburse oversized infrastructure) Total Oversized Water, Sewer and Storm Drain Main Reimbursement Total Oversized Water Main Reimbursement (Developer is responsible for up to and including 12" mains) Oversized Minimum 12" main Oversized Full Pipe $/foot Full Pipe $/foot Oversized Footage Reimbursement 14 inch Main $114.00 - $104.00 x 0.0 = $0.00 N 16 inch Main 18 inch Main 20 inch Main 24 inch Main 30 inch Main $124.00 - $104.00 $135.00 - $104.00 $151.00 - $104.00 $164.00 - $104.00 $182.00 - $104.00 x x x x x 0.0 = $0.00 N 0.0 = $0.00 N 0.0 = $0.00 N 0.0 = $0.00 N 0.0 = $0.00 N 36 inch Main $211.00 - $104.00 x 0.0 = $0.00 N Total Oversized Sewer Main Reimbursement (Developer is responsible for up to and including 12" mains) Oversized Minimum 12" main Oversized Full Pipe $/foot Full Pipe $/foot Oversized Footage Reimbursement 15 inch Main $174.00 - $166.00 x 0.0 = $0.00 N 18 inch Main $186.00 - $166.00 x 0.0 = $0.00 N 21 inch Main $204.00 - $166.00 x 0.0 = $0.00 N 24 inch Main $211.00 - $166.00 x 0.0 = $0.00 N 27 inch Main $244.00 - $166.00 x 0.0 = $0.00 N 30 inch Main $287.00 - $166.00 0.0 = $0.00 N 33 inch Main $315.00 - $166.00 0.0 = $0.00 N 36 inch Main $356.00 - $166.00 0.0 = $0.00 N 39 inch Main $423.00 $166.00 0.0 = $0.00 N 42 inch Main $529.00 $166.00 x 0.0 = $0.00 N Total Oversized Storm Drain Main Reimbmnt (Developer is responsible for up to and including 24" mains) Oversized Minimum 24" main Oversized Full Pipe $/foot Full Pipe $/foot Oversized Footage Reimbursement 27 inch Main $164.00 $140.00 x 0.0 = $0.00 N 30 inch Main $177.00 - $140.00 0.0 = $0.00 N 33 inch Main $182.00 - $140.00 0.0 = $0.00 N 36 inch Main $189.00 - $140.00 0.0 = $0.00 N 42 inch Main $197.00 - $140.00 0.0 = $0.00 N 48 inch Main $233.00 - $140.00 0.0 = $0.00 N 54 inch Main $273.00 - $140.00 0.0 = $0.00 N 60 inch Main $315.00 - $140.00 0.0 = $0.00 N 11/14/2022 8:53 AM $0.00 $0.00 $0.00 $0.00 Oversizing Schedule Continued (Used to reim1urse oversized infrastructure) Oversized Storm Drain Main Reimbmnt Continued Oversized Minimum 24" main Oversized Full Pipe $/foot Full Pipe $/foot Oversized Footage Reimbursement 66 inch Main $357.00 $140.00 x 0.0 = $0.00 N 72 inch Main $399.00 - $140.00 x 0.0 = $0.00 N 78 inch Main $431.00 $140.00 x 0.0 = $0.00 84 inch Main $461.00 - $140.00 x 0.0 = $0.00 90 inch Main $492.00 $140.00 x 0.0 = $0.00 96 inch Main $522.00 $140.00 x 0.0 = $0.00 N N N N 11/14/2022 8:53 AM