Glen Loma Group - Development Agreement for Glen Loma RanchRECORDING REQUESTED BY
AND WHEN RECORDED, RETURN TO:
City of Gilroy
7351 Rosanna Street
Gilroy, California 95020 -6190
Attention: City Clerk
DOCUMENT: 19158828 �I�IIIII��N�I'I��IIIIVIIIIIi� �, ° 00
Pages: � AMT PAID 286 00
BRENDA DAVIS
SANTA CLARA COUNTY RECORDER
Recorded at the request of
City
DEVELOPMENT AGREEMENT
BETWEEN
CITY OF GILROY
AND
GLEN LOMA RANCH
GILROY, CALIFORNIA
Dated: November 21, 2005
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10/26/2006
2:16 PM
DEVELOPMENT AGREEMENT
This Development Agreement ( "Agreement ") is dated November 21, 2005, for reference
Purposes only and is made and entered into between the City of Gilroy, a charter city and
political subdivision of the State of California ( "City "), Glen Loma Corporation, a California
corporation ( "Developer "), and the following owners of the Property described herein: Filice
Family Estate, a California limited partnership, Santa Teresa Properties LLC, a California
limited liability company, John M. Filice, Jr., Timothy J. Filice, Craig P. Filice, individuals,
Christopher Ranch LLC, a California limited liability company, Christopher Family Partnership,
a California limited partnership and D Christopher & Sons LLC, a California limited liability
company, (each an "Owner" and collectively referred to herein as the "Owners "). The term
"Developer /Owners" as used herein means the Developer and /or Owners, as applicable.
RECITALS
A. Tile Legislature of the State of California has declared (a) that the lack of certainty in
the approval of development projects can result in a waste of resources, escalate the cost of
housing and discourage investment in and commitment to comprehensive planning which would
make maximum efficient utilization of resources, and (b) that providing assurance to the
applicant of a development project that the applicant may proceed with the project will
strengthen the public planning process, encourage private participation in comprehensive
planning and reduce economic costs of development.
B. In adopting Government Code sections 65864 — 65869.5 ( "Development Agreement
Legislation "), the Legislature authorized cities to enter into development agreements with
persons having legal or equitable interests in real property for their mutual benefit. Such
development agreements can (a) assure private developers that they can proceed with their
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projects and that approvals granted by public agencies will not change during the period of the
development of their projects and (b) assure cities that costly infrastructure such as roads,
sewers, parks, and fire protection facilities will be provided for as the development of the project
proceeds.
The Development Agreement Legislation authorizes the City to enter into development
agreements in connection with the development of real property within its jurisdiction. The City
adopted Resolution No. 2002 -61 ( "Development Agreement Ordinance ") which establishes the
authority and procedure for review and approval of proposed development agreements by the
City. The parties hereto desire to enter into this Agreement to govern construction of a multi-
phase project known as "Glen Loma Ranch ".
City, Developer and Owners acknowledge that the development and construction of the
Glen Loma Ranch Project is a large -scale undertaking involving major investment by
Developer /Owners. This Agreement will provide certainty that the Project can be developed and
used in accordance with the General Plan, Glen Loma Ranch Specific Plan and other Applicable
City Regulations. The City is willing to enter into this Agreement to (1) eliminate uncertainty in
the comprehensive development and planning of the Project, (2) secure orderly development, and
(3) meet the goals and objectives of the General Plan and the Glen Loma Ranch Specific Plan.
C. Developer holds an equitable interest and Owners hold legal interests in approximately
359 acres of real property commonly known as "Glen Loma Ranch ", as more particularly
described in Exhibit A and as depicted in Exhibit B, both attached hereto and incorporated herein
by this reference (defined hereinafter as the "Property "); provided, however, that the Parties
acknowledge that the Gilroy Unified School District owns a portion of the Property as identified
on page 6 of the Specific Plan.
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D. This Agreement applies to the "Glen Loma Ranch" Project, a residential and
commercial development on the Property encompassing approximately 359 acres (of which 184
acres will be developed) which will provide for two City park sites, extensive open space, a
comprehensive trail system, a middle school (already constructed and open), an elementary
school (provided that the elementary school is subject to the acquisition of the school site and
construction of the elementary school by the Gilroy Unified School District and is not a
requirement of the Developer /Owners under this Agreement), fire station site, several residential
neighborhoods with low, medium and high density residential projects, senior housing, and two
commercial sites. The Glen Loma Ranch Project and the individual neighborhoods are described
in detail in the Glen Loma Ranch Specific Plan ( "Specific Plan "). The Specific Plan also sets
forth detailed development standards and guidelines and an implementation program for the
development of the Project.
E. The Parties have, in good faith, negotiated the terms of this Agreement, which terms
are consistent with the declarations of the Legislature in Recitals A and B above and will assure
the Panics of mutually desirable development of the Project.
F. The City, in response to Developer's application, after public hearings and extensive
environmental analysis, has granted the following approvals and entitlements:
(1) RDO Allocations Pursuant to-the residential development ordinance ( "RDO
Ordinance ") of the City, the City Council has granted a total of 1,693 allocations ( "RDO
Allocations ") to the Glen Loma Ranch: 63 allocations pursuant to application RD 99 -13 in the
1999 RDO approval process, 1380 allocations pursuant to application RD 01 -23 in the 2002
RDO approval process, and 250 allocations pursuant to the Glen Loma Ranch Specific Plan
which was adopted by Resolution No. 2005 -82.
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(2) Specific Plan. By Resolution No. 2005 -82, dated November 7, 2005, adopted
the Specific Plan.
(3) Final Environmental Impact Report. By Resolution No. 2005 -81, dated
November 7, 2005, certified the Final Environmental Impact Report ( "Final EIR ") and adopted
findings pursuant to CEQA.
G. Development of the Project on the Property pursuant to the terms and conditions of the
existing and future project approvals will provide for orderly growth and development consistent
with the City's General Plan, the RDO Ordinance, and other development policies and programs.
In addition, the City finds that there are special public benefits provided by the Project as
described in the Specific Plan (such as providing for open space, parks, school sites (subject to
the qualification in Recital D of this Agreement), a fire station, trails, senior housing and detailed
standards and guidelines to insure high quality residential development).
H. On November 3, 2005, after due review of and report on Developer /Owners'
application for this Agreement by City staff, and consideration of all other evidence heard and
submitted at a duly noticed public hearing held on November 3, 2005, pursuant to the
Development Agreement Legislation and the Development Agreement Ordinance, the Planning
Commission recommended approval of the Agreement, finding that the Agreement is consistent
with the objectives, policies, land uses and programs specified in the General Plan and with other
applicable City regulations.
I. On November 7, 2005, the City Council held a duly noticed public hearing on this
Agreement pursuant to the requirements of the Development Agreement Legislation and the
Development Agreement Ordinance. After due review of and report on Developer /Owners'
application for this Agreement by City staff, and consideration of the Planning Commission's
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recommendations, and of all other evidence heard and submitted at such public hearing, the City
Council (1) reviewed and considered the Final EIR and found it to be in compliance with CEQA,
and (2) introduced an enacting ordinance ( "Enacting Ordinance ") approving this Agreement,
finding and determining that this Agreement is consistent with the objectives, policies, land uses
and programs specified in the General Plan, in the Specific Plan and in the other Applicable
Rules. On November 21, 2005 ( "Adoption Date "), the City Council adopted the Enacting
Ordinance enacting, authorizing and approving this Agreement in accordance with Government
Code section 65867.5.
J. The Owners acknowledge that they are bound by the terms of this Agreement;
however, the Parties acknowledge that it is anticipated that all construction obligations of
Developer /Owners in this Agreement shall be arranged for by Developer through third party
contractors.
K. These Recitals are hereby incorporated into and made a part of this Agreement.
NOW, THEREFORE, pursuant to the authority contained in the Development Agreement
Legislation and the Development Agreement Ordinance, and in consideration of the foregoing
Recitals and the mutual covenants and promises of the Parties herein contained, the Parties agree
as follows:
ARTICLE I
DEFINITIONS
1.1. Defined Terms. Each reference in this Agreement to any of the following terms
shall have the meaning set forth below for each such term.
Adoption Date: The date the City Council adopted the Enacting Ordinance
enacting this Agreement.
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Affiliate: 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: The Existing City Regulations, and such other City
Regulations otherwise applicable to development of the Project pursuant to the provisions of
Section 3.2.
CE A: The California Environmental Quality Act (Public Resources Code
Section 21000, et seq.) and the Guidelines thereunder (14 California Code of Regulations
Section 15000, et seq.).
City Application Fee: A fee levied or assessed by City to cover the reasonable
cost of City's performance of any discretionary, ministerial, clerical or other action, or required
by City for reviewing and processing applications for City Approvals, including City Application
Fees for the City Approvals and compliance with CEQA.
City Approvals: The permits or approvals required under Applicable City
Regulations in order to develop, use and operate the Project.
City Development Fee: A fee or assessment, other than a City Application Fee,
charged or required by City in connection with any City Approval to defray the cost of public
services or facilities or imposed for a public purpose.
City Fee: A City Application Fee and /or City Development Fee.
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City Regulations: The General Plan of City, the Specific Plan, and ordinances,
resolutions, codes, rules, regulations and official policies of City, in effect as of the time in
question, determined in accordance with the provisions of this Agreement.
City Standards: The standards for the design, installation and constriction of the
Public Improvements under City Regulations.
Constriction Codes: 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.
to City.
Dedicate: An irrevocable offer to make a dedication of land and /or improvements
Dedication: An Exaction comprised of land and /or improvements required to be
Dedicated to City.
Development Agreement Legislation: Government Code §§ 65864- 65859.5,
authorizing City to enter into development agreements as therein set forth, as the same may be
amended from time to time.
Development Agreement Ordinance: Resolution No. 2002- 61, adopted by the
City on August 5, 2002, establishing the authority and procedure for review and approval of
proposed development agreements.
Effective Date: The date that is thirty (30) days after the date the Enacting
Ordinance was adopted by City. 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
Developer /Owners may so determine.
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Enacting Ordinance: Ordinance No. 2005 -22, enacted by City Council on
November 21, 2005, enacting this Agreement as an ordinance of City pursuant to Section
65867.5(a) of the Development Agreement Legislation.
Exaction: An exaction (other than City Fees), 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 the development of the
Project. For purposes hereof, Exactions include mitigation measures imposed or adopted
pursuant to CEQA.
Existing City Regulations: The City Regulations in effect as of the Adoption
Date, including the existing City Approvals as part of the Existing City Regulations.
Final EIR: The final environmental impact report prepared on behalf of City for
the adoption of the Specific Plan, the approval of this Agreement, and subsidiary approvals
related to the Project.
Force Majeure: A delay in the Project Development Schedule caused by reason of
events beyond the reasonable control of a Party, including acts of God or civil commotion; riots,
strikes, picketing, or other labor disputes; shortage of materials or supplies; damage to work in
process by reason of fire, floods, earthquake, or other casualties; restrictions or delays imposed
or mandated by Responsible Agencies; 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 Affiliate of a Party.
Indemnify: An obligation of a Party to indemnify, defend, protect and hold
harmless the other Party, its officials, officers, employees, agents, stockholders, constituent
partners and members of its boards and commissions, harmless from and against Losses.
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Laws: The Constitution and laws of the State, the Constitution of the United
States, and any codes, statutes, regulations, or executive mandates thereunder, as the same may
be amended from time to time, and any court decision, State or federal, thereunder.
Losses: 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.
Master HOA: A nonprofit mutual benefit corporation to be established by
Developer /Owners as a residential real estate management association formed for the purpose of
managing the Project as a common interest development under the Davis - Stirling Common
Interest Development Act, California Civil Code sections 1350 - 1376.
Mort.gag : A mortgage or deed of trust, or other transaction, in which
Developer /Owners convey or pledge as security their interest in the Property, or a portion
thereof, or interest therein, or any improvements thereon; or a sale and leaseback arrangement, in
which Developer /Owners sell and lease back concurrently therewith their interest in the
Property, or a portion thereof, or interest therein, or improvements thereon.
residences.
Mortgagee: The holder of the beneficial interest under a Mortgage.
Occupant: A Person who buys or occupies five or fewer single family lots, and /or
Occupant Transfer: A Transfer to an Occupant.
Party: City, on the one hand; and /or Developer, Owners, Developer /Owners, and
Developer /Owners' Transferees, on the other hand, determined as of the time in question.
Person: An individual, partnership, firm, association, corporation, trust,
governmental agency, administrative tribunal or other form of business or legal entity.
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Phase: Phase 1, Phase 2 or Phase 3 of the Project, as applicable, as shown on the
Project Development Schedule.
Project: The development, use and occupancy of buildings and other
improvements on the Property and the construction of the Public Improvements, pursuant to the
Specific Plan, this Agreement and the City Approvals.
Project Development Schedule: The schedule for development of the Project,
including the private development and the Public Improvements, prepared by Developer /Owners
and approved by City as part of this Agreement attached hereto as Exhibit C.
Proper: That certain property consisting of approximately 359 acres of real
property commonly known as "Glen Loma Ranch ", more particularly described in Exhibit A and
as depicted in Exhibit B.
Public Improvements: Certain public improvements required to be designed,
installed and constructed by Developer or contractors hired by Developer pursuant to the City
Approvals and this Agreement, which Public Improvements are listed in Exhibit D hereto. The
Parties acknowledge that Developer /Owners will be entitled to reimbursement pursuant to the
City's Traffic Improvement Fund (sometimes variously known as the Traffic Impact Fee or
Traffic Impact Fund or Traffic Improvement Facility Fund, all collectively called herein the
"TIF ") Reimbursement Policy for all or part of the costs of some of the Public improvements.
The reimbursable Public Improvements are identified in Exhibit D, and the timing of
reimbursement is given thereon; reimbursements will not be made earlier than shown on Exhibit
D. The Parties acknowledge that Exhibit D is not a complete list of all public infrastructure
required for the Project, and that other improvements may be subject to reimbursement, provided
they are listed in theTIF or are reimbursable under other City programs.
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Responsible Agencies: All governmental or quasi - governmental agencies (such
as public utilities), other than the City, having jurisdiction over, or the authority to regulate
development of, the Project.
Responsible Agency Re ,'ulations: The Laws, ordinances, resolutions, codes,
rules, regulations and official policies of Responsible Agencies in effect as of the time in
question.
Site Plan: The site plan for the Project attached hereto as Exhibit E, taken from
the Specific Plan.
the State.
Specific Plan: add definition, confine date of final version with John Donahoe
State: The State of California and any department or agency acting on behalf of
Tentative Map: A "Tentative Map" as defined in Government Code section
66424.5(a). The tenn "Tentative Map" as used in this Agreement shall also include a "Vesting
Tentative Map" which meets the requirements of Government Code sections 66424.5(a) and
66452.
Term: The term of this Agreement, determined as of the time in question
pursuant to Article II below, unless sooner terminated as provided in this Agreement.
Transfer: The sale, assignment, lease, sublease, or other transfer by
Developer /Owners of all or any portion of the Property, or any right, duty or obligation of
Developer /Owners under this Agreement, made pursuant to the terms, standards and conditions
of Article X of this Agreement, including by foreclosure, trustee sale, or deed in lieu of
foreclosure, under a Mortgage, but excluding (1) a Dedication and (ii) a Mortgage, including a
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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 10.4 herein.
Transferee: The Person to whom a Transfer is effected.
1.2. Certain Other Terms. Certain other terms shall have the meaning set forth for each
such tern in this Agreement.
ARTICLE II
EFFECTiVE DATE; TERM
2.1. Effective Date; Term Commencement. This Agreement shall be dated as of the
Adoption Date; the rights, duties and obligations of the Parties hereunder shall be effective, and
the Term shall commence, as of the Effective Date. Developer and Owners have previously
executed and acknowledged this Agreement before adoption by the City Council of the Enacting
Ordinance. Not later than thirty (30) days after the Effective Date, City, by and through its
Mayor, shall execute and acknowledge this Agreement; and not later than ten (10) days after
City's execution and acknowledgment of this Agreement, the City Clerk shall cause this
Agreement to be recorded in the Official Records of the County of Santa Clara.
2.2. Terns of Agreement. Unless sooner terminated pursuant to the applicable provisions
of this Agreement, the Tenn shall expire the first to occur of the following dates: (a) the date
which is twenty (20) years from the Effective Date, or (b) the date on which the development of
the Project has been completed in accordance with this Agreement, including the construction of
the Public Improvements; provided, however, that if Developer /Owners are in compliance with
their obligations under this Agreement but have not completed the development of the Project by
the date described in Section 2.2(a) of this Agreement, then the following shall apply: (1) Prior
to the date described in Section 2.2(a) of this Agreement, Developer /Owners shall have the right,
by written notice to the City, to require that the City meet and confer with Developer /Owners to
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consider a whether an extension of the Term of this Agreement not to exceed an additional three
(3) years is appropriate; (2) Any such extension shall be require a formal amendment to this
Agreement; (3) Nothing contained herein shall obligate the City to grant such an extension; (4)
Pursuant to Government Code section 66452.6(a), the term of any tentative subdivision or parcel
map shall be extended through the scheduled Term of this Agreement. This Agreement shall
terminate with respect to any individual single - family residential unit, and such lot shall be
released and no longer be subject to this Agreement, without the execution or recordation of any
further document, when an Occupant Transfer occurs with respect to that residential unit.
2.3. Subsequent Amendments or Termination. If the Parties amend, modify or terminate
this Agreement as herein provided, or as otherwise provided by the Development Agreement
Ordinance, or this Agreement is modified or terminated pursuant to any provision hereof, then
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.
2.4. Expiration of Term. Except for accrued obligations of a Party, and obligations stated
in this Agreement to continue beyond the termination of this Agreement, upon expiration of the
Term, 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 Tenn (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, except that all Tentative Maps shall expire automatically upon the expiration of the
Term.
ARTICLE III
GENERAL REGULATION OF DEVELOPMENT OF PROJECT
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3. 1. Project Development; Control of Development, Vested Rights. Developer /Owners
shall have the vested right to develop the Property for the Project in accordance with the
Applicable City Regulations, the RDO Allocations, the Final EIR and terms and conditions of
this Agreement (collectively referred to herein as the "Vested Rights "), and City shall have the
right to control development of the Project, subject to and in accordance with the provisions of
this Agreement. The Applicable City Regulations, City Approvals, Final EIR and this
Agreement shall control the overall design, development and construction of the Project, and all
on- and off -site improvements and appurtenances in connection therewith, in the manner
specified in this Agreement. City and Developer /Owners intend that this Agreement complies
with the provisions of 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, the 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 Developer /Owners.
3.2. Applicable City Regulations. Except as specifically provided in this Section 3.2 and
Section 3.3, the Existing City Regulations, the Specific Plan, Final EIR and this Agreement shall
govern the development of the Project and all subsequent City Approvals with respect to the
Project. City shall have the right, in connection with any further City Approvals, to apply future
City Regulations as Applicable City Regulations only in accordance with the following terms,
conditions and standards:
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3.2. 1. Future City Regulations. City shall have the right to apply City Regulations
adopted by after the Adoption Date only if such City Regulations (1) are not in any manner
inconsistent or In conflict with the intent, purposes, terns, standards or conditions of this
Agreement; (ii) do not in any manner change or modify the uses, height, density and intensity of
development specified in the Existing City Regulations or this Agreement with respect to the
Project, and do not change or modify, or interfere with, the timing, phasing, or rate of
development of the Project, (iii) are not in conflict with and do not reduce the Vested Rights
G
ranted in this Agreement, and (iv) do not interfere with or diminish the ability of a Party to
perform its obligations under tills Agreement, or expand, enlarge or accelerate
Developer /Owners' 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 City Regulations adopted by City after the
Adoption Date, if such application (1) is otherwise permissible pursuant to state and federal Laws
(other than the Development Agreement Legislation), (ii) is required to protect against a
demonstrated threat to the physical health aild safety of existing or future Occupants, or users of
the Project, or any portion thereof or any lands immediately adjacent thereto, and (iii) is made in
a manner that does not discriminate against Developer /Owners 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 the approval of any City Approval
thereunder. All permits required under Construction Codes shall be issued by City after City's
review and approval of Developer's or Transferee's applications therefor, except that City's
review of the applications shall be limited to detennining whether (1) the application is complete,
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and (ii) the application complies with the Construction Codes then in effect, the Applicable City
Regulations, the City Approvals and this Agreement.
3.3. Review and Processing of City Approvals. City shall accept for processing, review
and action, all applications for City Approvals with respect to the Project when and if the same
are complete. Upon acceptance by City, such applications shall be reviewed and processed to
completion in a reasonable time, with the overall goal of the Parties being to maintain the Project
Development Schedule, construct the Public Improvements in a timely manner, and allow
Occupants to occupy residences in the Project, including scheduling of all required public
hearings, and processing and checking of all maps, plans, permits, building plans and
specifications and other plans relating to development of the Project filed by Developer /Owners
or an Occupant. In connection with any City Approval, City shall exercise its discretion or take
action only in a manner which complies and is consistent with the standards, terms and
conditions contained in this Agreement. City shall act reasonably and in good faith and use its
best efforts with respect to the timely processing of all City Approvals. City agrees to cooperate
with Developer /Owners to carry out the efficient and timely development of the Project in
accordance with this Agreement. With respect to further CEQA review and environmental
mitigation, the following shall apply: (a) the Final EIR for the Project was prepared following
the completion of numerous studies and the Final EIR is intended to be used in connection with
City Approvals for the Project, (b) consistent with the CEQA policies and requirements
applicable to the Final EIR, to the maximum extent permitted by law, the City shall use the Final
EIR for City Approvals and shall not impose on any City Approval or on the Project any
mitigation measures, other than those specifically imposed as conditions to the approval of the
Project by the City and those identified in the Final EIR, and (c) to the maximum extent
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permitted by law, the exemption described in Government Code section 65457 shall be applied.
3.4. Term of Approvals. Pursuant to California Government Code Sections 65863.9 and
66452.6(a) the expiration date of all approvals, permits and maps associated with the Specific
Plan, RDO Allocations and City Approvals shall be extended through the scheduled termination
date of this Agreement; provided, however, that tentative maps shall require explicit action by
the City (upon review only of then - current health and safety issues) to extend their term pursuant
to State law.
3.5. Effect of Agreement. This Agreement constitutes a City Approval adopted pursuant
to the Applicable City Regulations.
3.6. Other Governmental Approvals. Developer /Owners shall be responsible for
complying with all Responsible Agency Regulations and Laws in connection with the
development, use and operation of, or provision of services to, the Project. Developer /Owners
shall be responsible for applying for and obtaining all approvals required from Responsible
Agencies necessary for the development, use and operation of, or provision of services to, the
Project. Developer /Owners shall undertake reasonable, diligent and good faith efforts to obtain
all Responsible Agency Approvals in a timely fashion. City shall cooperate with
Developer /Owners in such endeavors upon request made for such cooperation, but without cost
to City.
3.7. Timing of Development. In consideration of the significant benefits to the City of
the development of the Project, and in order to promote and encourage the development of the
Project in accordance with the Specific Plan, City agrees that the timing, sequencing and phasing
of the development of the Project shall be as described herein. Because the California Supreme
Court held in Parolee Construction Co. v. City of Canuu•illo, 37 Cal.3d 465 (1984), that failure of
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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' agreement, it is the Parties'
intent to avoid that deficiency by acknowledging and providing that Developer /Owners shall
have the right (without obligation) to develop the Property as provided herein. Notwithstanding
any other provision of this Agreement, nothing in this Agreement shall be construed to impose
an affirmative duty upon Developer /Owner to proceed with the development of the Project, or
any portion thereof, if Developer /Owners in their sole discretion decide not to proceed with
development of the Project, or any portion thereof. The Vested Rights shall include the right of
Developer /Owners to develop the Project in accordance with the Project Development Schedule
and the following shall apply: (a) the Project Development Schedule shall supersede the prior
buildout schedule in effect at the time the RDO Allocations were granted, (b) there shall be no
change in the RDO Allocations, the Special Exception Units or the Project Development
Schedule without the prior written consent of Developer, (c) there shall be no loss of RDO
Allocations or Special Exception Units if development of the Project is delayed for reasons
beyond the control of Developer /Owners (such as a material change in economic conditions for a
prolonged period of time such that a reasonably prudent real estate developer would be unwilling
to proceed with the development of all or a portion of the Project), and (d) Developer /Owners
shall have the right to make adjustments in the neighborhood sequencing for the Project if
reasonably necessary to accommodate the acceleration of the affordable housing, the
development of the Town Center commercial component and /or the efficient and economical
installation of infrastructure for the Project. In the event an ordinance, resolution or other
measure is enacted, whether by action of City or by initiative, that imposes a building
moratorium which would otherwise affect the Project or which would require a vote of the
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people as a condition to the grant of any approvals for the Project, City agrees that such
ordinance, resolution or other measure shall not apply to the Project. Development of the Project
shall be subject, however, to any moratoria enacted by the City based on threats to public health
or safety, including an inability to provide needed City services, provided that the Project is
treated in a non- discriminatory fashion as compared to other development projects (public or
private) in the City.
3.8. Public Financing Districts. Nothing in this Agreement precludes the establishment
of one or more Mello -Roos Districts and /or assessment districts covering all or a portion of the
Property to maintain the facilities listed herein and /or to enable the issuance of tax - exempt bonds
to finance those improvements required in connection with the development of the Project,
including without limitation Section 103(b) bonds, Section 501(c)(3) bonds or other mortgage-
backed revenue bonds for private purposes.
3.9. Application, Processing and Inspection Fees. Application fees, processing fees, and
inspection fees that are revised during the Term of this Agreement, shall apply to the Project
provided that (a) such revised fees are not applied in a discriminatory fashion as to
Developer /Owners, and (b) the application of such fees to the Project. is prospective only.
3.10. Further Consistent Discretionary Actions. Nothing in this Agreement shall be
construed to limit the authority or obligation of the City to hold legally required public hearings,
or to limit the discretion of the City or any of its officers or officials in complying with the Laws
and its adopted rules, regulations and policies which require City officials or officers to exercise
discretion; provided, however, that any such discretionary action exercised after the Effective
Date of this Agreement shall be consistent with the terms of this Agreement, the Specific Plan
and the RDO Allocations, and shall not prevent or hinder the development of the Property as
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contemplated by the Specific Plan, the RDO Allocations and this Agreement.
3.11. Tentative Map Approvals. City agrees to process and approve Tentative Maps
without prior or concurrent processing= approval of architecture and site review. City further
agrees that architecture and site approval shall be given at the staff level for the Project, which
must occur prior to the issuance of building permits.
3.12. Right to Name Streets, Public Facilities. It is the desire of Developer /Owners to
establish and employ a theme which acknowledges the historical significance and use of the Glen
Loma Ranch in the naming of streets and the two parks and the fire station. The
Developer /Owners acknowledges that the City has street naming policies as well as a staff
committee which is the final authority in the naming of streets. Further, the Developer /Owners
acknowledge that the City has specific policies governing the naming of public facilities. The
Developer /Owners shall submit a suggested name for each street and public facility together with
information supporting the historical significance of the name. When considering such
submissions, the City shall act reasonably and in good faith and use its best efforts to approve
such names as long as they relate to persons, places, and things associated with Glen Loma
Ranch history. In the event any submission is rejected by the City, the Parties shall meet and
confer to discuss alternatives.
3.13. Operating Memoranda. The provisions of this Agreement require a close degree of
cooperation between City and Developer /Owners, and refinements and further development of
the Project may demonstrate that clarifications with respect to the details of perfonnance of City
and Developer /Owners or minor revisions to the Project are appropriate. If and when, from time
to time, during the term of this Agreement, City and Developer /Owners agree that such
clarifications or minor modifications are necessary or appropriate, they may effectuate such
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clarifications through operating memoranda approved by City and Developer /Owners, which,
after execution, shall be attached to and become a part of this Agreement. 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 3.13 or whether the requested
clarification is of such a character to require an amendment hereof pursuant to Article XI below.
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 Property, may
be effectuated through operating memoranda pursuant to this Section 3.13. The City
Administrator may execute any operating memoranda hereunder without City Council action.
3.14. City Development Fees. The City Development Fees in effect as of the Adoption
Date are attached hereto and made a part hereof as Exhibit F ( "Existing City Development
Fees "). Other than the Existing City Development Fees, no other City Development Fees shall
be imposed on the Project. The provisions of Section 3.14 of this Agreement shall not preclude
the City from (a) adopting legally permitted increases in Existing City Development Fees, or (b)
changing the categories of City Development Fees, provided that only categories of City
Development Fees included in the Existing City Development Fees shall be applied to the
Project and no new categories of City Development Fees shall be applied to the Project. h1
executing this Agreement, Developer /Owners do not waive any rights with respect to
challenging increases in Existing City Development Fees.
3.15. Determination of Existing City Development Fees. For purposes of calculating the
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Existing City Development Fees to be applied to the Project, residential development fees for
each neighborhood shall be determined based on the designations given for that neighborhood in
Exhibit C. Neighborhoods designated as R 1 and R2 shall pay fees at the City's "low density"
rate, while neighborhoods designated R3 and R4 shall pay fees at the City's "high density" rate.
ARTICLE IV
SPECIFIC CRITERIA AND OBLIGATIONS
APPLICABLE TO DEVELOPMENT OF PROJECT
4.1. General Effect of This Article. This Article IV contains specific criteria and
obligations applicable to the development of the Project and the construction and dedication of
Public Improvements. In case of conflict, specific provisions of this Article shall prevail over
general provisions relating to the same subject matter elsewhere in this Agreement.
4.2. Right to Develop; Requirement to Develop Project in Accordance with Project
Development Schedule. Without limiting the grant of Vested Rights described in Article III of
this Agreement, City acknowledges and agrees that, subject to receiving any further required
City Approvals subject to the standards and provisions of this Agreement, Developer /Owners
may proceed with the development, construction, use and occupancy of the Project as a matter of
right under this Agreement. Subject to the provisions of Section 3.7 of this Agreement,
Developer /Owners shall develop the Project (including the Public Improvements) in accordance
with the Project Development Schedule. Any date specified in the Project Development
Schedule shall, however, be extended by any Force Majeure delay on a day -by -day basis for the
duration of any such Force Majeure
4.3. Construction of Public Improvements. Except as otherwise provided in this
Agreement, (a) Developer /Owners shall be shall be entitled to City standard reimbursements for
the installation of capital improvements and /or oversiring of master planned facilities, (b)
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Developer /Owners shall be solely responsible to design, install and construct all other non-
reimbursable Public Improvements at Developer /Owners' sole cost and expense, and (c)
Developer /Owners shall design, install and construct the Public Improvements (except those
stated herein to be designed by City) in accordance with the City Standards and Applicable City
Regulations. Prior to commencing construction of the Public Improvements, Developer /Owners
shall enter into one or more improvement agreements with performance and payment security in
accordance with the requirements of the City Approvals and Applicable City Regulations.
Subject to the terms of this Agreement, the Public Improvements shall be constructed in
accordance with the Project Development Schedule. Promptly upon completion of any of the
Public Improvements, Developer /Owners shall Dedicate such Public Improvements to City or to
a Responsible Agency if so designated by City.
4.4. Certain Features of Project Development. Developer /Owners agree that the
development of the Property shall be in accordance with the specific obligations undertaken by
Developer /Owners pursuant to this Agreement, or imposed upon Developer /Owners pursuant to
the City Approvals, and in accordance with the Specific Plan. The Specific Plan design for parks
and the fire station are conceptual in nature and intended to establish development construction
funding limits for Developer /Owners. Final design documents will be subject to City approval.
Certain specific features of the Project development include the following:
4.4.1. Construction of Parks and Fire Station. The following provisions apply to
construction and Dedication of the two city parks and the fire station. City shall not require any
other Dedications of land for public park or fire station purposes, nor the construction of other
public park or fire station improvements.
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4.4.1.1. City te. Nineteen and three - tenths (19.3) acres of the Property
shall be used for two new City Parks designated on the Site Plan as "16.3 Acre City Park Site"
and "3.0 Acre City Park." Developer shall, at Developer /Owners' sole expense, build out both
parks to City specifications and Dedicate them to the City for public use upon completion. The
City acknowledges that the parks are an important feature and amenity of the Project. City
agrees to keep both parks in "parks and recreation" use for the Term of this Agreement. The
construction of the two parks shall be undertaken and completed as follows: The 16.3 acre park
site shall be constructed at the time that the Mataro neighborhood is developed and the 3.0 acre
park site shall be constructed at the time that the Montomco neighborhood is developed. In
addition, the Developer /Owners shall pay the City's Existing City Development Fees (increased,
if applicable, as provided herein) , notwithstanding that a portion of such fees relates to parks. If
the City abandons the park sites, then the City shall, at no cost, convey the park sites to the
Master HOA provided that the Master HOA will accept ownership, and agrees to operate the
sites as public parks.
4.4.1.2. Fire Station. Approximately 1.5 acres of the Property, designated
on the Site Plan as "Fire Station," shall be developed and constructed as a fire station to City
Standards and design, it being the contemplation of the Parties that the improvements shall be
generally similar in scope and size to the existing Sunrise fire station improvement. Developer
shall, at Developer's sole expense design and improve the fire station site, including construction
of the building thereon, and shall Dedicate the land and improvements to the City upon
completion, all of which shall occur prior to the issuance of the building permit for the 1,000th
residential unit of the Project. If the City abandons the fire station, then the City shall, at no cost,
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convey the fire station site to the Master HOA, provided that the Master HOA will accept
ownership.
4.4.1.3. Cap on Construction Costs. Notwithstanding the foregoing
obligation in this Section 4.4.1, Developer shall not be required to spend on out -of- pocket
construction hard and soft costs (but excluding any direct or indirect overhead or staff costs of
Developer, and any allocation for land value) for the development and improvement of the two
city parks and the fire station in excess of a total sum of Eight Million Five Hundred Eighty -Five
Thousand Three Hundred Ninety -One Dollars (S8,585,391, the "Cost Cap ") as shown on the
summary of estimated costs for the two park sites and the fire station attached hereto as Exhibit
G. The Cost Cap is measured in November, 2005 dollars, and shall be adjusted upwards (no
downward adjustment shall be made) annually in accordance with any increase in the
Construction Cost Index as published in the Engineering News Record, or successor publication.
If the city parks and fire station are completed at a cost which is less than the Cost Cap, then any
such savings shall belong to the Developer. Developer and City shall meet and confer to reach
agreement on pre- construction costs before Developer enters into contracts with design or
engineering professionals or with construction contractors for any of these improvements. If the
city parks and fire station are completed at a cost which is greater than the Cost Cap, then any
such additional costs shall be paid for by the City to Developer upon completion of the parks or
fire station, as applicable. Developer shall notify City if it is anticipated that construction costs
will exceed the Cost Cap, and the Parties shall immediately meet and confer to discuss possible
ways to reduce the costs. Such notification shall be made as soon as possible, and, in any event,
before completion of the construction. In addition, with respect to each park and the fire station,
Developer shall notify City if it is anticipated that construction costs will exceed the costs
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budgeted for that improvement, and the Parties shall immediately meet and confer to discuss
possible ways to reduce the costs. Such notification shall be made as soon as possible, and, in
any event, before completion of the construction.
4.4.2. Open Space. Approximately 88.2 acres, or 25 %, of the Property, including
the "Rocky Knoll" and the "Eucalyptus Grove ", shall be preserved in open space and open space
buffers. The open space will be owned and maintained by the Master HOA at no cost to the
City. Developer /Owners shall offer to Dedicate approximately 1.3 acres of the Project ( "1.3
Acres "), located on the westerly side of Tenth Street adjacent to the proposed Town Center
Senior Housing Neighborhood and the existing Christmas Hill Park Hillside Addition for
parkland use as an extension to the Christmas Hill Park Hillside Addition. The
Developer /Owners are not required to improve the 1.3 Acres. The City is under no obligation to
accept the offer of Dedication; if the City refuses to accept the offer of Dedication, then the 1.3
Acres shall be conveyed to the Master HOA. If the City accepts the Dedication and
subsequently abandons the 1.3 Acres, then the City shall, at no cost, convey the 1.3 Acres to the
Master HOA provided that the Master HOA will accept ownership. Except as otherwise
required by the Fire Marshal for the City, the location and size of the open space, open space
buffers and fuel transition zones for the Project shall be as described in the Specific Plan and the
City shall not impose additional requirements for open space, open space buffers or fuel
transition zones on the Project.
4.4.3. Pedestrian /Bicycle Trails. In addition to private interior pedestrian
pathways, the Specific Plan includes an extensive north /south and east /west system of public
pedestrian trails and bicycle lanes. All such trails shall be constructed as Class I trails to City
Standards, adequate for emergency access, and easements shall be dedicated for public use and
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access. All trails located in the Project shall be maintained by the Master HOA. The term
"backbone trails" means trails within the Project which are identified on the City's Master Trails
Plan. Non - backbone trails will be built concurrently with each neighborhood, provided that each
such trail has a City- approved logical connection to the overall trail network or a logical
temporary end point. With the first Tentative Map in each Phase, Developer shall submit to the
City a trails phasing plan for the trails located within such Phase. Except as otherwise required
by the fire marshal for the City, the location and size of the trails for the Project shall be as
described in the Specific Plan and the City shall not impose additional requirements for trails on
the Project. The following two public trails shall be constructed by Developer /Owners in
accordance with the Project Development Schedule:
4.4.3.1. Santa Teresa Trail. The Santa Teresa Trail shall be constructed by
Developer concurrently with the development of the adjacent neighborhoods sequenced in such a
way that once the first segment of the Santa Teresa Trail is built, there shall be a trail (either in
final or temporary location and form) for the entire length of the Santa Teresa frontage of the
Property. To that end, the following shall apply: (a) if any portion of the trail "dead ends ", and
if the County agrees, then that portion of the trail shall be constructed with temporary surfacing
within the existing Santa Teresa Blvd. right of way until such time as the final trail connection
can be completed, and (b) if the County does not agree to the provisions of Section 4.4.3.1(a) of
this Agreement, then the Parties shall meet and confer to discuss alternative, temporary trails
connections within the Project that will meet the City's trails goals without unreasonably
interfering with the construction and development of the Project.
4.4.3.2. Uvas Trail. The term "Uvas Trail" means the trail located to the
east of Uvas Creek, outside the boundary of the Project, as generally shown on Exhibit E. City
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will pursue funding for the Uvas Trail and, if the City secures such funding, then the City shall
construct the Uvas Trail. If the City has not obtained full funding for the Uvas Trail by the time
the development of the Olive Grove neighborhood is completed, then the following shall apply:
(a) City shall, at City's sole cost and expense, design, prepare all working drawings, complete an
environmental review and obtain all permits and approvals required for the construction of the
Uvas Trail, including County and /or Santa Clara Valley Water District approvals, (b) Developer
shall construct the Uvas Trail and shall be reimbursed for actual costs incurred (including,
without limitation, the cost of any mitigation measures) and the reimbursement shall be made in
a lump sum no later than one month following acceptance by City of the construction., and (c)
Developer /Owners shall not be responsible to maintain the Uvas Trail.
4.4.3.3. Trails Cap for Santa Teresa Trail and Reservoir Canyon Trail.
The two backbone trails located within the Project are the Santa Teresa Trail and the Reservoir
Canyon Trail and shall be constructed by Developer. The Parties agree that a reasonable estimate
of the hard and soft costs to complete these 2 backbone trails is One Hundred Fifty Dollars
(51 50) per lineal foot of trail, which includes a contingency amount ( "Trails Cap "). Developer
and City shall meet and confer to reach agreement on pre - construction costs before Developer
enters into contracts with design or engineering professionals or with construction contractors for
the Santa Teresa Trail or the Reservoir Canyon Trail. Developer shall not be required to spend
out -of- pocket construction hard costs (but excluding any direct or indirect overhead or staff costs
of Developer) for the construction of the Santa Teresa Trail and Reservoir Canyon Trail in
excess of the Trails Cap. The Trails Cap shall be adjusted in the same manner as the Cost Cap.
If the Santa Teresa Trail and Reservoir Canyon Trail are completed at a cost which is less than
the Trails Cap, then any such savings shall belong to the Developer. If the Santa Teresa Trail
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and Reservoir Trail are completed at a cost which is greater than the Trails Cap, then any such
additional costs shall be paid for by the City to Developer upon completion of such trails.
Developer shall notify City if it is anticipated that construction costs will exceed the Trails Cap,
and the Parties shall immediately meet and confer to discuss possible ways to reduce the costs.
Such notification shall be made as soon as possible, and, in any event, before completion of the
construction. Developer shall be solely responsible for all costs related to temporary routing of
trails or interim trail improvements and the Parties agree the Trails Cap only applies to the cost
to complete the Santa Teresa Trail and Reservoir Canyon Trail to their final Class I
specifications.
4.4.4. RDO Allocations and Special Exception Units. The Specific Plan includes
a maximum of 1,693 residential units. The application for the Project in the 2001/2002 RDO
competition conducted by the City included 1,443 market rate units plus an additional 200 RDO-
exempt units, planned to be a combination of affordable, senior and senior - affordable units, for a
total of 1,643 units. As of the August 5, 2002 RDO competition award, the Project had received
1,443 market rate RDO Allocations. Following the award, the City requested, and the
Developer /Owners agreed, to provide an additional 50 affordable units in the Project. Therefore,
City hereby grants to Developer /Owners, in accordance with City of Gilroy Zoning Ordinance
Section 50.63(c)(2), entitled "Special Exceptions ", 250 units (the "Special Exception Units "),
consisting of the 200 Special Exception Units requested in the 2001/2002 RDO application and
the additional 50 units requested by the City, bringing the total Project unit allocations to 1,693
units (1,443 + 200 + 50 = 1,693). The City shall not change the Project's 1,443 RDO
Allocations or the 250 Special Exception Units granted in Section 4.4.4 of this Agreement
without the consent of the Developer /Owners. Subject to the provisions of Section 3.7 of this
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Agreement, (a) the RDO Allocations and Special Exception Units shall be applied year by year
during the Term hereof in accordance with the Project Development Schedule, and (b) RDO
Allocations for a particular calendar year may be used in that year or in the preceding 3 years or
in the following 3 years; provided, however, that no more than Five Hundred (500) allocations
may be used in any one calendar year.
4.4.5. Sequencing. Prior to the approval of the first Tentative Map application,
Develop /Owners shall submit for City review and approval a master infrastructure plan for
backbone infrastructure and the orderly development and sequencing of all infrastructure,
including streets and traffic improvements, parks, trails, sewer, water, recycled water, and
drainage facilities. All infrastructure must be designed and constructed so that it works properly
to the City's satisfaction even if subsequent phases of the Project are not built.
4.4.6. Tenth Street Bride. The term "Tenth Street Bridge" means a new bridge to
be constructed from the point where Tenth Street turns into Uvas Park Drive, across Uvas Creek
and connecting to the Project. The City shall, at City's sole cost and expense, design, prepare all
working drawings, complete all environmental review and obtain all permits required for the
construction of the Tenth Street Bridge. The City shall be the lead agency for all approvals
required for the Tenth Street Bridge.
4.4.6.1. Timing of Construction. If the City is able to obtain federal
funding for the Tenth Street Bridge in a timely manner, then the City shall be responsible to
complete construction of the Tenth Street Bridge no later than the date that the Merlot Drive
connection is opened across Reservoir Canyon in the Project. If the City is not able to obtain
federal funding in time, then Developer shall construct the Tenth Street Bridge using the design
and permits prepared and obtained by the City so as to complete construction of the Tenth Street
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Bridge no later than the date that the Merlot Drive connection is opened across Reservoir
Canyon in the Project.
4.4.6.2. Costs and Reimbursement. City agrees that the City will prepare
an engineering budget and contingency for the estimated construction costs of the Tenth Street
Bridge and will adjust the City's TIF reimbursement schedule accordingly. Developer and City
shall meet and confer to reach agreement on pre - construction costs before Developer enters into
contracts with design or engineering professionals or with construction contractors for of the
Tenth Street Bridge. City will reimburse approved construction costs in accordance with normal
policy for TIF reimbursements; provided, however, that the following conditions shall apply: (a)
The "approved" construction costs shall include costs incurred by Developer which are within
the scope of improvements contemplated by the approved plans and specifications and the
approved construction contract for the Tenth Street Bridge; (b) Reimbursement shall be made in
a lump sum no later than one month following acceptance by City of the construction; (c) If
Developer encounters unknown or unanticipated construction conditions (i.e., a material
deviation from the approved scope of constriction or actual construction conditions which are
materially different from the assumed construction conditions) which will result in increased
construction costs for the Tenth Street Bridge, then the Parties shall promptly meet and confer,
prior to authorizing additional expenditures, to discuss and revise the approved scope of
construction to take into account, and fairly compensate Developer for, the increased costs
associated with such unknown or unanticipated construction conditions; (d) If a delay occurs
which is beyond the reasonable control of the Parties such that the constriction of the Tenth
Street Bridge is not then reasonably expected to be completed no later than the date that the
Merlot Drive connection is opened across Reservoir Canyon in the Project, then the Parties shall
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promptly meet and confer to discuss alternative traffic measures that will allow the development
of the Project to continue pending the resolution of the delay in construction of the Tenth Street
Bridge. City will provide such reasonable assurance as requested by Developer or Developer's
lender to demonstrate that funds will be available to reimburse Developer or the lender in the
amount and at the times specified herein.
4.4.7. Traffic Study. Developer /Owners shall fund and complete a traffic study
( "Traffic Study ") prior to the issuance of the building permit for the 1001" residential unit of the
Project. The Traffic Study shall assume the construction of the Tenth Street Bridge as provided
herein. The Traffic Study shall address only remaining, unimplemented Project traffic mitigation
measures, if any, as identified in the certified Project Mitigation Monitoring Program. Except as
provided in this Agreement and the Final EIR, City shall not impose additional requirements for
traffic improvements on the Project; provided, however, that the City shall not be prohibited
from suggesting alternatives which are no more costly or burdensome provided such alternatives
are consistent with this Agreement and the Final EIR.
4.4.8. Maintenance of Public and Private Streets. The City shall maintain public
streets from curb to curb. The Master HOA shall maintain landscaping, medians and entry
features adjacent to and along public and private streets. Except as provided in this section
above, division of maintenance responsibilities on public and private streets and easement areas
shall be allocated as each Tentative Map is approved by City. City agrees that Developer may
construct an entry /monument feature in the area set aside at the Thomas Road /Luchessa
intersection, which shall be maintained by the Master HOA.
4.4.9. Senior /Affordable Housin. . To meet the City requirements for affordable
housing, the Project shall contain up to 256 affordable units as described herein. The City
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requires that 15% of the RDO Allocations be affordable (15 °/, of 1,443 = 216 units). The City
also requires that 20% of the Special Exception Units be affordable; provided, however, that the
City agrees that since the Developer originally requested 200 Special Exception Units and the
City requested that the Project provide an additional 50 Special Exception Units, the 20%
requirement shall apply only to 200 of the 250 Special Exception Units (20% of 200 = 40). The
City agrees, therefore, that the Project requirement for affordable housing is 256 units (216 + 40
= 256 units), provided that if the actual number of units built at the Project is less than 1,693
units, then the requirement for 256 affordable units shall be proportionately reduced (i.e., the
Project shall in that event include at least 256/1693 = 15.1 % affordable units). The components
of affordable housing will include at least one hundred six (106) units that are affordable under
the City's Guidelines, seventy -five (75) units that are restricted to seniors and are affordable
under the City's Guidelines, and at least seventy -five (75) units that are senior non— restricted
units that shall be designed and constructed so as to encourage affordability by design. The
affordable units shall be allocated among low or very low income, median income and 120% of
median income categories in accordance with the City's current RDO Affordable Housing
Exemption Procedure document. As shown on the Project Development Schedule, it is
anticipated that approximately 86 affordable units will be constructed in Phase 1, 85 affordable
units will be constructed in Phase 2, and 85 affordable units will be constructed in Phase 3;
provided, however, that the following shall apply: (a) Developer /Owners may accelerate the
timing of the construction of the affordable units without restriction; (b) If the affordable units
allocated to a Phase have not been constructed by the end of that Phase due to serious conditions
beyond the control of Developer /Owners (such as a material change in economic conditions for a
prolonged period of time such that a reasonably prudent real estate developer would be unwilling
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to proceed with the construction of said affordable units), then Developer /Owners shall meet and
confer with the City Administrator; (c) If the City Administrator confirms that such serious
conditions beyond the control of Developer /Owners prevented the construction of the scheduled
number of affordable units in a particular Phase, then the Project Development Schedule shall be
modified as follows: the affordable units scheduled for a prior Phase must be constructed on or
before the date that a building permit is issued for the first unit in the second one -third of a
subsequent Phase. Except as otherwise provided in Section 4.4. 10 of this Agreement, City shall
not impose any requirements for additional units of affordable housing, below market rate
housing, senior housing or any other non- market rate housing on the Project. Developer shall
comply with all provisions of the City's RDO Affordable Housing Exemption Procedures
document with respect to the affordable units.
4.4.10. 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
development to service future development in the City. In the provision of City services,
including, without limitation, water, reclaimed wastewater and sewer, and traffic infrastructure
projects, the Project shall be treated in a non - discriminatory fashion as compared to other
development projects (public or private) in the City.
4.4.11. Traffic Improvements -- Right of Way. In the event it is necessary to
acquire off -site easements or street rights -of -way, the Developer /Owners shall enter into an
agreement with the City prior to final map approval agreeing to pay all costs for acquisition of all
required easements or street right -of -way, including, if necessary, condemnation costs. This
agreement shall be recorded and require the Developer /Owners to deposit all condemnation costs
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with the City within 21 days of final map approval. The Developer /Owners shall agree to
provide an initial cash deposit as determined by the City.
4.4.12. Traffic Improvements- Exceptions. Regarding the improvements at the
Luchessa Avenue /Monterey Road intersection, identified as sheet #22 of the Gilroy General Plan
Warranted Improvements prepared by Higgins Associates, dated September 5, 2003, at the time
that the left hand turn lanes from westbound Luchessa Ave. onto southbound Monterey Road are
required, if the City has purchased the necessary right of way, then Developer shall construct the
improvements and be reimbursed by the City per the City's TIF reimbursement policy. If the
City has not acquired the necessary right of way, then the intersection impacts from the Project
will be mitigated by other means (as approved by the City) if necessary, as determined at the
time of the Traffic Study described in Section 4.4.7 of this Agreement. Developer /Owners shall
not be required to pay for the acquisition of any right -of -way at this intersection only. The
provision above regarding mitigation by other means (as approved by the City) if necessary,
shall also apply to the improvements listed on Exhibit D to the Monterey Rd. /Masten Avenue
and Santa Teresa Blvd. /Fitzgerald Avenue intersections. If the Developer desires to determine
mitigation to accommodate the LOS within the existing right of way at these intersections, the
Developer /Owners shall fiend a limited focused traffic study for each of these two intersections
prior to performing design and construction. The City will perform the limited traffic studies
with a dollar cap on their funding by the Developer /Owners of S 10,000 per study.
4.4.13. California Tiger Salamander. Developer /Owners have already incurred
costs of $18,000 to fund the study of potential off -site habitat enhancement for the California
Tiger Salamander ( "CTS "). Concurrently with the approval of the first final subdivision map for
the Project, Developer /Owners shall pay an additional 584,000 to the City to be used for the
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funding of off -site regional habitat enhancement activities specifically targeted at the local
population of CTS. Developer /Owners agree that the City is authorized to use these funds for
off -site CTS enhancement activities as approved by the City and the California Department of
Fish & Game ( "DFG ") and further agrees that all or a portion of such funds may be paid directly
to DFG. Nothing contained herein shall be deemed to require the City to establish or maintain
any program, or to take any particular action, with regard to CTS habitat enhancement.
4.4.14. Habitat Conservation Plan. The County is preparing a Habitat
Conservation Plan ( "HCP ") and the City intends to join the HCP. In order to facilitate the City's
participation in the HCP, Developer has already advanced 5100,000 (the "HCP Advance ") to the
City to fund the City's estimated initial costs. City agrees that the HCP Advance shall be repaid
as follows: the City will provide Developer with a credit against building permit fees (in an
amount reasonably determined by the City to reflect the contemplated new HCP formation fee
that will be levied on residential building permits). In the event that after all HCP formation
costs have been expended and Developer has not been credited the full amount of the HCP
Advance, then City shall refund to Developer the unused balance, with interest (at the average
yield rate in the City's investment portfolio computed semi - annually from the Adoption Date.
4.4.15. No Other Exactions. "Individual Tentative Maps may be conditioned
upon Exactions, consistent with this Agreement, that are related to infrastructure (such as streets
and utilities) necessary to support development within the area covered by the Tentative Map or
are necessary to protect public health or safety. Except for such Exactions and any other
Exactions described in this Agreement, no other Exactions shall be imposed on the Project.
ARTICLE V
INDEMNITY; INSURANCE
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5. 1. Developer /Owners' Indemnity. Developer /Owners 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). Developer /Owners'
obligation to Indemnify City under this Section 5.1 shall include the obligation to Indemnify for
any claim that any work performed by Developer /Owners 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. 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 Developer /Owners' obligation
to Indemnify City under this Section 5.1 shall include all fees and costs incurred by City for
City's counsel. In no event shall City be required to bear the fees or costs of Developer /Owners'
counsel in any such litigation or other proceeding. The Parties acknowledge that this Section 5.1
constitutes a separate agreement entered into concurrently with this Agreement, and that if any
other provision of this Agreement or the 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 5. 1, which shall
survive such invalidation, nullification or setting aside by such court. The terms of this Section
5. 1, shall also survive any termination of this Agreement.
5.2. Insurance. Commencing with the initial grading at the Project and continuing until
full and final completion of the Public Improvements pursuant to Article IV above,
Developer /Owners shall maintain in effect (1) a policy of commercial general liability insurance
with a combined single limit of not less than 55,000,000.00 per occurrence and general
aggregate, and (ii) Workers' Compensation Insurance covering all individuals employed by
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Developer /Owners for work at the Project site or on the Public Improvements, with coverage in
the minimum amount required by Laws. Developer /Owners shall also cause each general
contractor and subcontractor performing work at the Project site or on the Public Improvements
to carry Workers' Compensation Insurance with coverage of at least the minimum amount
required by Laws. Developer /Owners' commercial general liability insurance under clause (1)
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. Developer /Owners shall furnish City certificates of insurance
evidencing that Developer /Owners' insurance required to be carried under clauses (1) 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 (1) or (ii) above.
ARTICLE VI
ANNUAL REVIEW OF COMPLIANCE
6.1. Annual Review. City and Developer /Owners shall annually review this Agreement,
and all actions taken pursuant to the terms of this Agreement with respect to the Project, in
accordance with the provisions of Section 65865.1 of the Development Agreement Legislation,
Section 6 of the Development Agreement Ordinance, and this Article VI.
6.2. Developer /Owners' Submittal. Promptly after receipt from City of notice of its
decision to undertake an annual review under this Article V1, Developer /Owners shall submit a
report to the City Administrator describing Developer /Owners' good faith substantial compliance
with the terms of this Agreement during the preceding year. Such report shall include a
statement that the report is submitted to City pursuant to the requirements of the Development
Agreement Legislation and the Development Agreement Ordinance.
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6.3. Finding of Compliance. Within thirty (30) days after Developer /Owners submit their
report hereunder, the City Administrator shall review the report to ascertain whether
Developer /Owners have demonstrated good faith substantial compliance with the terms of this
Agreement. If the City Administrator finds and determines that Developer /Owners have in good
faith substantially complied with the terms of this Agreement, or does not determine otherwise
within thirty (30) days after delivery of Developer /Owners' report under Section 6.2 above, the
annual review shall be deemed concluded. 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
Developer /Owners, and Developer /Owners 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 Developer /Owners have not demonstrated
good faith substantial compliance with the terms of this Agreement, he or she shall so notify
Developer /Owners prior to the expiration of the 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 Developer /Owners with respect thereto.
6.4. Hearing Before City Council to Determine Compliance. After submission of the
City Administrator's staff report, the City Council shall conduct a noticed public hearing to
determine the good faith substantial compliance by Developer /Owners 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, Developer /Owners and to all other interested Persons requesting the
same, copies of all staff reports and other information concerning Developer /Owners' good faith,
substantial compliance with the terms of this Agreement and the conclusions and
recommendations of the City Administrator. At such hearing, Developer /Owners and any other
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interested Person shall be entitled to submit evidence, orally or in writing, and address all the
issues raised in the staff report with respect to the issue of Developer /Owners' good faith
substantial compliance with this Agreement. If, after receipt of any written or oral response of
Developer /Owners, and after considering all of the evidence at such public hearing, the City
Council finds and determines, on the basis of substantial evidence, that Developer /Owners have
not substantially complied in good faith with the terms and conditions of this Agreement, then
the City Council shall specify to Developer /Owners the respects in which Developer /Owners
have failed to comply, and shall also specify a reasonable time for Developer /Owners to meet the
terms of compliance, which time shall be not less than thirty (30) days and shall be reasonably
related to the time necessary adequately to bring Developer /Owners' 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 Legislation and the Development Agreement Ordinance. Any
notice to Developer /Owners of a determination of noncompliance by Developer /Owners
hereunder, or of a failure by Developer /Owners to perfect the areas of noncompliance hereunder,
shall specify in reasonable detail the grounds therefor, and shall include a brief summary of the
facts demonstrating such noncompliance or failure, so that Developer /Owners 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.
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6.5. Certificate of Compliance. If the City Administrator (or the City Council, if
applicable) finds good faith substantial compliance by Developer /Owners with the terms of this
Agreement, the City Administrator shall, upon Developer /Owners' written request, promptly
after receipt of such request, issue a certificate of compliance within ten (10) days thereafter,
certifying Developer /Owners' 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. Either Party shall have the right
to record the certificate of compliance in the Official Records of the County of Santa Clara.
6.6. Effect of Termination Pursuant to this Article. Upon termination of this Agreement
pursuant to this Article VI, 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 Developer /Owners or an Occupant
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 either Party under this
Agreement to pay or refund money to the other Party or to Indemnify the other Party.
ARTICLE VII
PERMITTED DELAYS; SUPERSEDURE BY SUBSEQUENT LAWS
7.1. Pennitted Delays. Upon the occurrence of an act of Force Majeure, performance by
a Party of its obligations hereunder shall be excused during, and extended for a period of time
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equal to, the period (on a day -to -day basis) for which the cause of such permitted delay is in
effect.
72. Supersedure by Subsequent Laws. 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 Developer /Owners'
reasonable business judgment, then Developer /Owners may elect either (1) to terminate this
Agreement by written notice to City, or (ii) to contest such Law as provided herein. The effect
of any termination pursuant to clause (1) above shall be governed by the provisions of Section 6.6
above. Either 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 pcnnits thereunder and, in the event
such challenge is successful, this Agreement shall remain unmodified and in full force and effect
and the Parties shall cooperate with respect to any such challenge.
ARTICLE VIII
EVENTS OF DEFAULT; REMEDIES; ATTORNEY'S FEES; CERTIFICATES
8.1. Events of Default. Subject to the provisions of Articles VI and VII, any failure by a
Party to perform any material term or provision of this Agreement shall constitute an "Event of
Default," (1) if such defaulting Party does not cure such failure within thirty (30) days following
notice of default from the other Party, where such failure is of a nature that can be cured within
such 30 -day period, or (ii) if such failure is not of a nature which can be cured within such 30-
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day period, the defaulting Party does not within such 30 -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 failure 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 VI or VII hereunder shall be governed exclusively by the
provisions of those Articles and not by the provisions of this Article VIII.
8.2. Remedies. Except as otherwise specifically provided in this Section 8.2, upon the
occurrence of an Event of Default, each Party shall have the right, in addition to all other rights
and remedies available under this Agreement, to (1) 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. Notwithstanding the foregoing, neither 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 the other
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 8.2, that
neither 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 8.2. Accordingly,
except for the right to enforce such monetary obligations, each Party hereby waives, releases and
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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. In addition, the Parties further 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, and any such
equitable remedy shall be available to the Parties. The Parties acknowledge that neither Party
would have entered into this Agreement but for the limitations on monetary damages and the
acknowledgments and waivers contained in this Section 8.2. 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 Developer /Owners to complete the
development of the Project, or any portion thereof (except any Public Improvements that are
under construction or were to have been constructed as part of a completed neighborhood), if
Developer /Owners decide not to proceed with the development of the Project, or any portion
thereof, as provided in Section 3.7 of this Agreement.
8.3. 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
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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.
8.4. Litigation Expenses. If a Party brings an action or proceeding (including any
cross - complaint, counterclaim, or third -party claim) against the other Party by reason of an Event
of Default, 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.
8.5. Limitations on Actions. 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.
8.6. Estoppel Certificate. Either Party may, at any time, and from time to time, deliver
written notice to the other Party requesting such other Party to certify in writing that (1) this
Agreement is in full force and effect and a binding obligation of the Parties, (ii) this Agreement
has not been amended or modified either orally or in writing, or if so amended, identifying the
amendments, and (iii) 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, to describe the nature of any such Event of Default. A Party receiving a request
hereunder shall execute and return such certificate within twenty (20) days following the receipt
thereof. The City Administrator, as to City, shall execute certificates requested by
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Developer /Owners hereunder. Each 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 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.
8.7. Nonliability of Officials and Employees of City. No member, official or employee
of City shall be personally liable to Developer /Owners in the event of any Event of Default by
City or for any amount which may become due to Developer /Owners, 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). Developer /Owners hereby waive and release any claim they 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 Developer /Owners, or on any obligations under the terms of
this Agreement.
8.8. Nonliability of Officers, Partners or Employees of Entities Comprising
Developer /Owners. For any entity (partnership, trust, corporation or limited liability company)
comprising Developer /Owners, the following shall apply: no officer, director, partner, trustee,
member or manager of such entity, as applicable, shall be personally liable to the City in the
event of any Event of Default by Developer /Owners 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 the officers, directors, partners, trustees, members or managers of such entity, as
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applicable, with respect to any Event of Default by Developer /Owners or for any amount which
may become due to City, or for any obligations of Developer /Owners under the terms of this
Agreement.
8.9. Default- Several Obligations of Developer /Owners. For purposes of Section 8.9 of
this Agreement, the term "Defaulting Owner" means the particular Developer and /or Owner
causing an Event of Default under this Agreement. Notwithstanding any other provision of this
Agreement, no Event of Default under this Agreement with respect to a particular portion of the
Project shall constitute an Event of Default applicable to any other portion of the Project, and
any remedy arising by reason of such Event of Default shall be applicable solely to the portion of
the Project to which the Event of Default occurred. The obligations of the Developer and each
Owner 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
Developer or Owner, and any remedy arising by reason of such Event of Default shall be
applicable solely to the Defaulting Owner and the portion of the Project owned by such
Defaulting Owner.
ARTICLE IX
MORTGAGEE PROTECTION; CERTAIN RIGHTS OF CURE
9.1. Mortgagee Protection. This Agreement shall be superior and senior to the lien of any
Mortgage encumbering any interest in the 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 9.2 below, 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 Property, or any portion thereof or interest therein or
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improvement thereon, by foreclosure, trustee's sale, deed in lieu of foreclosure, or termination of
the Mortgage.
92. 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 to undertake any new construction or
improvement project, or to otherwise have the benefit of any rights of Developer /Owners, or to
enforce any obligation of City under this Agreement, unless and until such Mortgagee has
become a Transferee in the manner specified in Article X below.
9.3. 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
Developer /Owners hereunder and specifying the address for service thereof, then City shall
deliver to such Mortgagee, concurrently with service thereon to Developer /Owners, any notice
given to Developer /Owners with respect to any claim by City that Developer /Owners have
committed an Event of Default. If City makes a determination of noncompliance under Article
VI above, City shall likewise serve notice of such noncompliance on such Mortgagee
concurrently with service thereof on Developer /Owners. 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.
ARTICLE X
TRANSFERS AND ASSIGNMENTS
10.1. Right to Transfer. Developer /Owners shall have the right to Transfer any right or
interest under this Agreement only in accordance with the provisions of this Article X.
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10.2. Conditions on Developer /Owners Right to Transfer. Except as otherwise provided
in this Article X, Developer /Owners shall have the right to effect a Transfer, subject to and upon
fulfillment of the following terms and conditions:
10.2.1. No Event of Default. No Event of Default by Developer /Owners 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 Developer /Owners or the Transferee under the Transfer.
10.2.2. Assumption Agreement. Developer /Owners or the proposed Transferee
has delivered to City an executed and acknowledged assumption agreement in recordable form,
reasonably acceptable to City. Such assumption agreement shall include provisions regarding (1)
the portion or portions or interest in the Property proposed to be Transferred and the concomitant
rights of Developer /Owners necessary to ensure that tine proposed Transferee will have the
ability to perform all of the obligations of Developer /Owners the Transferee is to assume, (ii) the
obligations of Developer /Owners 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 Approvals. The assumption
agreement shall also include the name, form of entity, and address of the proposed Transferee,
and shall provide that the Transferee assumes the obligations of Developer /Owners to be
assumed by the Transferee in connection with the proposed Transfer. The assumption agreement
shall be recorded in the Official Records of the County of Santa Clara concurrently with the
consummation of the Transfer, and a copy thereof, certified by the County Recorder as a
duplicate copy of the approved assumption agreement with recording information, shall be
delivered to City within three (3) days alter consunmmation of the Transfer.
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10.2.3. Right of Developer /Owners to Cure. In the event of a partial assignment
of this Agreement, pursuant to an assumption agreement, City will not declare an Event of
Default hereunder without giving Developer /Owners notice of such Event of Default, which
shall be given concurrently with the transmittal of notice to such Transferee, and a reasonable
opportunity to cure the relevant default.
10.3. Limitations and Exceptions on Developer /Owners Right to Transfer.
Developer /Owners' right to Transfer any right or interest wider this Agreement shall be subject
to the following limitations and exceptions.
10.3.1. Transfer to Affiliate. Developer /Owners shall have the right to Transfer
any right or interest under this Agreement to an Affiliate, as to which Transfer the conditions
specified in Section 10.2.1 shall not apply. Such Affiliate shall become a Transferee upon (1) the
acquisition by such Affiliate of the interest Transferred, and (ii) delivery to City of an
assumption agreement pursuant to Section 10.2.2 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
10.3.2. Transfer to Non - Affiliate. Developer /Owners shall have the right to
Transfer any right or interest under this Agreement concurrently with, or after issuance by City
of, the first final map for the Project if the conditions specified in Section 10.2 above are
fulfilled. Such third Person shall become a Transferee upon (1) the acquisition by such third
Person of the interest Transferred, and (ii) delivery to City of an assumption agreement pursuant
to Section 10.2.2 above assuming, from and after the date such third Person so acquires its
interest, all of the rights, duties and obligations pertaining to such interest under this Agreement.
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10.3.3. Transfers to Occupants; Occupants not Obligated Under Agreement.
Notwithstanding anything to the contrary contained in this Article X, Developer /Owners shall
have the right to Transfer lots or single- family residential units in the Project to Occupants
pursuant to Occupant Transfers. No Occupant to whom a Transfer is made pursuant to this
Section 10.3.3 shall have any obligation or liability under this Agreement and the conditions
specified in Section 10.2 above shall not apply to any such Occupant Transfer.
10.4. Mortgagee as Transferee. No Mortgage (including the execution and delivery
thereof to the Mortgagee) or taking of possession by a Mortgagee shall constitute a Transfer. A
Mortgagee shall be a Transferee when such Mortgagee has complied with the provisions of
Section 10.2.2 above.
10.5. Effect of Transfer. Except as otherwise provided in Section 10.3.3 for an Occupant
Transfer thereunder, 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 10.2.2 above. Each Transferee, to the extent set forth in such
assumption agreement, shall observe and fully perform all of the duties and obligations of
Developer /Owners contained in this Agreement. If Developer /Owners effects a Transfer prior to
full and final completion of the Public Improvements, then Developer /Owners shall not be
released from its obligations under this Agreement. Upon full and final completion of the Public
Improvements then, upon effecting a Transfer, Developer /Owners (or its Transferee, as the case
may be) shall be released from any obligations accruing after the date of the Transfer with
respect to the obligations of Developer /Owners under this Agreement that the Transferee
assumes. For the purposes of this Section 10.5 only, "full and final completion of the Public
Improvements" shall include the completion (or, if allowed by City, advance payment of the
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costs for, or the provision of security to the satisfaction of the City for, the construction) of all
off -site traffic mitigation measures as required by the City Approvals as well as all of the Public
Improvements defined herein, specifically including the two parks and the fire station.
ARTICLE XI
AMENDMENT AND TERMINATION
1 1.1. Amendment or Cancellation. Except as provided in Articles VI and VIII above, this
Agreement may be terminated, modified or amended only by mutual consent of the Parties in
writing, and then only in the manner provided for in Section 65868 of the Development
Agreement Legislation. Notwithstanding that this Agreement is a legislative act of City, the
provisions of this Section 1 1.1, Article VI, and Article VIII hereof prescribe the sole and only
means pursuant to which this Agreement may be terminated, modified, or amended and neither
this Agreement nor any term, covenant, condition or provision herein contained shall be subject
to initiative after the Effective Date.
ARTICLE XII
NOTICES
12.1. Procedure. All formal notices to a Party shall be in writing and given by delivering
the same to such Party in person or by sending the same by registered or certified mail, or
Express Mail, return receipt requested, with postage prepaid, or by overnight courier delivery, to
such Party's mailing address, or by facsimile. The respective mailing addresses of the Parties are,
until changed as hereinafter provided, the following:
To City: City of Gilroy
7351 Rosanna Street
Gilroy, California 95020 -6190
Attention: City Administrator
To Developer: Glen Loma Corporation
7888 Wren Ave., Suite D -143
Gilroy, California 95020
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Attention: John M. Filice, Jr.
Facsimile: 408 - 847 -3380
To Owners: c/o Glen Loma Corporation
7888 Wren Ave., Suite D -143
Gilroy, California 95020
Attention: John M. Filice, Jr.
Facsimile: 408 - 847 -3380
Notices and communications with respect to technical matters in the routine performance and
administration of this Agreement shall 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. All
formal notices under this Agreement shall be deemed given, received, made or communicated on
the date personal delivery is effected or, if mailed or sent by courier, on the delivery date or
attempted delivery date shown on the return receipt or courier records. Notices sent by facsimile
shall be deemed delivered on the date sent, if sent during normal weekday business hours, or else
on the next business day, all assuming successful transmission.
12.2. Change of Notice Address. A Party may change its address or facsimile number for
notices at any time by giving formal written notice of such change to the other Party in the
manner provided in Section 12.1 at least ten (10) days prior to the date such change is to be
effective.
ARTICLE XIII
COVENANTS RUNNING WITH THE LAND
13.1. Covenants Running With The Land. Except as specifically provided in Section
10.3.3 above with respect to an Occupant Transfer thereunder, all of the provisions, agreements,
rights, powers, standards, tcnns, covenants and obligations contained in this Agreement shall be
binding upon the Parties and their respective heirs, successors (by merger, consolidation, or
ILAC1673938.3 -54-
091906- 04706099
otherwise) and assigns, devisees, administrators, representatives, lessees, and all other Persons
acquiring Developer /Owners' interest in the 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 Legislation. This
Agreement and the covenants shall run in favor of City, without regard to whether either City has
been, remains or is an owner of any land or interest in the Property, any parcel or subparcel
thereof.
ARTICLE XIV
MISCELLANEOUS
14.1. Negation of Partnership. The Parties specifically acknowledge that the Project is a
private development, 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
Developer /Owners, or the affairs of City, or otherwise, or cause them to be considered joint
venturers or members of any joint enterprise.
14.2. No Third Party Beneficiaries. This Agreement is not intended and shall not be
construed to create any third Party beneficiary rights in any Person who is not a Party; unless
expressly provided herein.
14.3. Approvals. Unless otherwise provided in this Agreement, whenever approval,
consent or satisfaction 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
1LAC1673938.3 -55-
091906 - 04706099
stated in reasonable detail in writing. Approval by a Party to or of any act or request by the other
Party shall not be deemed to waive or render unnecessary approval to or of any similar or
subsequent acts or requests.
14.4. Not A Public Dedication; Developer /Owners' Acknowledgments. Except for
Dedications 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 the development
of the Project as private property. Notwithstanding the foregoing provisions, Developer /Owners
acknowledge that (1) a reasonable relationship exists between all Dedications and Exactions
imposed by the City Approvals (including those imposed by this Agreement) and the impact
upon the City and its residents of the Project, and (ii) the direct and indirect impacts of the
Project and the benefits of this Agreement to Developer /Owners warrant and require the terms
and conditions of this Agreement, and but for the acknowledgements of Developer /Owners
contained in the foregoing clauses (1) and (ii), City would not have entered into this Agreement.
14.5. Severability. The unenforceability, invalidity or illegality of any provision, covenant,
condition or terns of this Agreement shall not render the other provisions unenforceable, invalid or
illegal, except that if it is determined in a final judgment by a court of competent jurisdiction that (a)
Developer /Owners' rights are not vested in the manner and to the extent agreed to herein, or (b) that
Developer /Owners cannot, or are not required to, constrict or Dedicate all or any part of the 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. If such a modification
1LAC1673938.3 -56-
091906 - 04706099
cannot be agreed upon, then Developer /Owners or City may terminate this Agreement upon 90-
days' written notice to the other Party.
14.6. Exhibits. The exhibits listed below, to which reference is made herein, are deemed
incorporated into this Agreement in their entirety by reference thereto:
Exhibit A — Legal Description of Property
Exhibit B — Depiction of Property
Exhibit C — Project Development Schedule
Exhibit D List of Public Improvements
Exhibit E — Site Plan
Exhibit F — Existing City Development Fees
Exhibit G — City Estimate of Costs for Parks and Fire Station
14.7. Entire Agreement. This written Agreement and the exhibits hereto, and any
administrative implementation memoranda entered into pursuant to Section 3.7, contain all the
representations and the entire agreement between the Parties 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.
14.8. Construction of Agreement. All of 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.
TLAN739383 -57-
091906-04706099
Therefore, this Agreement shall not be construed for or against either Party by reason of the
authorship or alleged authorship of any provisions hereof, or by reason of the status of either
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 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.
149. Mitigation of Damage. In all situations arising out of this Agreement, each Party
shall use commercially reasonable efforts to mitigate the damages resulting from the conduct of
the other Party. Each Party shall take all reasonably necessary measures to effectuate the
provisions of this Agreement.
14.10. Further Assurances; Covenant to Sign Documents. Each Party shall take all
actions and do all things, and execute, with acknowledgment or affidavit if required, any and all
documents and writings, which may be necessary or convenient to achieve the purposes and
objectives of this Agreement.
14.11. Covenant of Good Faith and Fair Dealing. No Party shall do anything which shall
have the effect of harming or injuring the right of the other 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.
ILAC1673938.3 -58-
091906- 04706099
14.12. Governing Law. This Agreement, and the rights and obligations of the Parties,
shall be governed by and interpreted in accordance with the Laws of the State.
14.13. 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, inforniality, 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, including the evidence, 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 an Error
occurred.
14.14. Judicial Proceeding To Challenge Termination. Any challenge made by
Developer /Owners to City's termination of this Agreement pursuant to a right so to do granted
by this Agreement, shall be subject to review in the Superior Court of the County of Santa Clara
pursuant to California Code of Civil Procedure Section 1094.5 as a case in which a vested right
is affected.
14.15. Signature Pages. For convenience, the signatures of the Parties to this Agreement
may be executed and acknowledged on separate pages which, when attached to this Agreement,
shall constitute this as one complete Agreement.
1LAC1673938.3 -59-
091906 - 04706099
14.16. Time. Time is of the essence of this Agreement and of each and every term and
condition hereof.
14.17. Authority. Each party warrants and represents to the other party, which warranties
and representations shall survive the 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 upon 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. Owners warrant and represent
to City that they constitute all of the fee owners to the entire Property except for the property
owned by the Gilroy Unified School District.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first above written.
Approved as to Form
City Attorney
City of Gilroy, a California
municipal corporation
By
Albert Pinheiro, Mayor
ATTEST:
City Clerk
ILAC1673938.3 _60_
091906 - 04706099
14.16. Time. Time is of the essence of this Agreement and of each and every term and
condition hereof.
14.17. Authority. Each party warrants and represents to the other party, which warranties
and representations shall survive the 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 upon 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. Owners warrant and represent
to City that they constitute all of the fee owners to the entire Property except for the property
owned by the Gilroy Unified School District.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first above written.
City of Gilroy, a California
municipal corporation
B
nheiro, Mayor
Approved as to Form ATTEST:
City Attorney City Clerk
TLAD6739383 _60_
091906 - 04706099
STATE OF CALIFORNIA
)SS.
COUNTY OF SANTA CLARA )
TITLE OF DOCUMENT: Development Agreement between City of Gilroy and Glen Loma
Ranch, Gilroy, California dated November 21, 2005
On September 29, 2006, before me, Rhonda Pellin, Notary Public, personally appeared Al
Pinheiro personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary Public
per GC Sec. 40814; CC Sec. 1181 (Notary Seal)
[Developer /Owners Signature blocks]
By: Santa Teresa Properties LLC,
a California limited liability company
Jo . Filice, ., anager
STATE OF CALIFORNIA )
) ss
COUNTY OF
On this _ day of , , before me,
the undersigned Notary Public, personally appeared
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Public
State of California
My Commission Expires:
1LAM673938.2 I I
State of California
County of Santa Clara
On 7th day of April, 2006 before me, R. Boshears a Notary Public in and for said State, personally appeared John M.
Filice, Jr., personally known to me (or 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.
WITNESS my h nd and offs ial seal.
Signature
Name: R. Boshears
(typed or printed)
RB /rb
(Seal)
[Developer /Owners Signature blocks]
By: Filice Family Estate,
a California limited partnership
Craig P. Filice, General Partner
Bruno Filice, General Partner
Filice Family Revocable Trust, General Partner
nd as Trustee of the Timothy J. Filice Trust, General
Fred A. Lico, Trustee oft the Fred A. Lico Trust, General Partner
STATE OF CALIFORNIA )
ss
COUNTY 017 �T
On this day of P�/ L A before me,
the undersigned Notary Public, personally appeared
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
IAC1673938.2
Notary Public
State of California
My Commission Fxpires:_L �
4'
State of California
County of Santa Clara
On 7th day of April, 2006 before me, R. Boshears a Notary Public in and for said State, personally appeared John M.
Filice, Jr., personally known to me (or 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.
WITNESS my hand and o *al seal.
Signature
Name: R. Boshears
(typed or printed)
RB /rb
State of California
County of Santa Clara
On 7th day of April, 2006 before me, R. Boshears a Notary Public in and for said State, personally appeared Timothy I
Filice, personally known to me (or 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.
WITNESS my hand and offici seal. ;'
Signature
K!i
Name: R. Boshears
(typed or printed) (Seal)
RB /rb
State of California
County of Santa Clara
On 7th day of April, 2006 before me, R. Boshears a Notary Public in and for said State, personally appeared Craig P.
Filice, personally known to me (or 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.
WITNESS my hand and fficial seal.
Signature
Name: R. Boshears
(typed or printed)
RB /rb
HS
s
(Seal)
State of California
County of Santa Clara
On 17th day of April, 2006 before me, R. Boshears a Notary Public in and for said State, personally appeared Fred A.
Lico, personally known to me (or 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.
WITNESS my hand and o icial seal. (� rjn',HE AH5
NC
^NIA
Signature o
c—
Name: R. Boshears„
(typed or printed) (Seal)
RB /rb
AUTHORIZED SIGNATURE OF DEVELOPER/OWNERS TO AGREEMENT
[Developer /Owners Signature blocks]
By: Glen Loma Corporation,
a alifornia corpo tionn
Joh . Filice, J . President
Secretary
STATE OF CALIFORNIA ) O&tR ) ss
COUNTY OF /
On this 7 day of API?-A— , ;?Q:r6 before me,
�j , the undersigned Notary Public, personally appeared
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Pu is
State of California
My Commission Expires:
ILACI673938.2 41
State of California
County of Santa Clara
On 7th day of April, 2006 before me, R. Boshears a Notary Public in and for said State, personally appeared John M.
Filice, Jr., personally known to me (or 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.
WITNESS my hand and offic I seal.
Signature
Name: R. Boshears
(typed or printed)
RB /rb
(Seal)
State of California
County of Santa Clara
On 7th day of April, 2006 before me, R. Boshears a Notary Public in and for said State, personally appeared Timothy J.
Filice, personally known to me (or 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.
WITNESS my hand and official seal.
Signature
Name: R. Boshears
(typed or printed)
RB /rb
Ak
(Seal)
(Developer /Owners Signature blocks]
By
John =POI. Filicq/Jr.
By:
C
By:
Craig P. Filice
STATE OF CALIFORNIA )
ss
COUNTY O
On this day of �/�%u�. before me,
/ the undersigned Notary Public, personally appeared
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
�otary Public
State of California
My Commission Expires:
1LAC1873938.2 41
State of California
County of Santa Clara
On 7th day of April, 2006 before me, R. Boshears a Notary Public in and for said State, personally appeared John M.
Filice, Jr., personally known to me (or 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.
WITNESS my h d and offici seal.
Signature
Name: R. Boshears
(typed or printed)
RB /rb
I
(Seal)
State of California
County of Santa Clara
On 7th day of April, 2006 before me, R. Boshears a Notary Public in and for said State, personally appeared Timothy ].
Filice, personally known to me (or 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.
WITNESS my hand and o ial seal.
Signature
Name: R. Boshears
(typed or printed)
RB /rb
(Seal)
[Developer /Owners Signature blocks]
By: Christopher Ranch LLC,
a California limited liability company
o Manager
STATE OF CALIFORNIA )
ss
COUNTY OF D— �'` t -'k- -)
On this / day of before me,
the undersigned Notary Public, personally appeared
44ersonally known to me (or proved to me on the basis of satisfactory
evidence) to be the personMhose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
JUNE MURAOKA Otary PUb11C
Commission x 1389681
Notary Public - California State of California
Santa Clara County
6'MyCornm.E)0esDec -- 1— — My Commission Expires:
1LAC1673938.2 -61-
01- 112105. 04706099
[Developer /Owners Signature blocks]
By: Christopher Family Partnership,
a California limited partnership
i Frank Artie Christopher, Ar., General Partner
Anna Noreen Christopher, Gen Partner
STATE OF CALIFORNIA )
) ss
COUNTY OF
Z ti
On this 1-2— day of _S_��������N�______, •�(�' before me,
�I i7 FA 121, eA 2 the undersigned Notary Public, personally appeared
r�•�,� r E N r fc �h 6 C
SQ ersonally k own to me (or proved to me on the basis of satisfactory
evidence) to be the person 'whose name ' subscribed to the within instrument and acknowledged
to me tha a xecuted the same in -his - a u�thorized capacity, and that by hia s nature on the
instrument a person, or the entity Fupo'r1 behalf of which the person A ef, executed the
instrument.
WITNESS my hand and official seal.
WAFFA MANSOUR
Commission # 1390063
Notary Publlc - California D
�y Santa Clara County
My Comm. Expires Dec 14. 200
11AC1673938.2
01- 112105- 04706099
Notary Public L�, L ; I 'L
State of California �
My Commission Expires:
-61-
AUTHORIZED SIGNATURE OF DEVELOPER/OWNERS TO AGREEMENT
[Developer /Owners Signature blocks]
By: D Christopher & Sons LLC,
a California limited liability cgmpaa y
--.- onald C. Christopher, Manager
STATE OF CALIFORNIA )
ss
COUNTY OF a e
On this � 2 day of Tf « before me,
14
the undersigned Notary Public, personally appeared
7Z y c° � personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
JUNE MURAOKA Ztary Public
Commission # 1389681 State of California
•� Notary Public - California
Santa Clara County
My Comm. Egres Dec 122006 My Commission Expires: ,(Cec
IAC1673938.2 -61-
01- 112105-04706099
EXHIBIT 'A'
LEGAL DESCRIPTION OF THE PROPERTY
All that real property situated in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
BEGINNING at a point on the northeasterly line of Santa Teresa Expressway, as said line is
shown on that Record of Survey map filed in Book 264 of Maps, at Page 27, Records of Santa
Clara County, said point also being an angle point in the parcel of land shown as "Designated
Remainder C" on that Parcel Map filed for record in Book 736 of Maps, at Page 26, Records of
Santa Clara County, and said point also lying at the southwesterly end of the course designated
as N11 °50'51" E, 536.01' on said Parcel Map; thence running along said northeasterly line of
Santa Teresa Expressway
1) N23002'1 5"W, a distance of 243.07 feet; thence leaving said line, and running along the
southwesterly line of said Designated Remainder "C"
2) N07 °18'21 "E, a distance of 277.13 feet; thence continuing along said southwesterly line
3) S66 057'45 "W, a distance of 170.00 feet to a point on said northeasterly line of Santa
Teresa Expressway; thence continuing along said northeasterly line
4) N23 °02'1 5 "W, a distance of 1856.16 feet to the beginning of a curve to the right having
a radius of 1,430.00 feet; thence continuing along said northeasterly line of Santa
Teresa Expressway
5) Northerly along said curve, through a central angle of 27 058'35 "; a distance of 698.24
feet; thence leaving said northeasterly line, and running along the northerly line of the
parcel of land shown as "Designated Remainder "A" on said Parcel Map
6) S85 003'40 "E, a distance of 80.00 feet; thence continuing along said northerly line
7) S48 000'07 "E, a distance of 470.38 feet; thence continuing along said northerly line, and
a portion of the northerly line of Grenache Way, as shown on said Parcel Map
8) S60 028'14 "E, a distance of 1,471.20 feet; thence continuing along said northerly line of
Grenache Way
9) S54 014'26 "E, a distance of 296.93 feet; thence continuing along said northerly line of
Grenache Way
10) S41 °03'25 "E, a distance of 539.42 feet to the beginning of a non - tangent curve to the
left, from which the radius point bears N48056'1 8"E, a radial distance of 400.00 feet;
thence leaving said northerly line of Grenache Way, and continuing along a portion of
the northeasterly line of said Designated Remainder "C"
11) Southeasterly along said curve, through a central angle of 30 009'55 ", a distance of
210.59 feet to the beginning of a reverse curve to the right having a radius of 320.00
feet; thence continuing along said northeasterly line
12) Southeasterly along said curve, through a central angle of 82 000'17 ", a distance of
458.00 feet to the beginning of a reverse curve to the left having a radius of 360.00
feet; thence continuing along said northeasterly line
13) Southerly along said curve, through a central angle of 30 °59'48 ", a distance of 194.76
feet; thence continuing along said northeasterly line
Page 1 of 4
14) S20 °13'08 "E, a distance of 138.26 feet to the beginning of a curve to the left having a
radius of 40.00 feet; thence continuing along said northeasterly line
15) Southeasterly along said curve, through a central angle of 79 011'56 "; a distance of
55.29 feet; thence continuing along said northeasterly line
16) S09 °25'04 "E, a distance of 40.00 feet to a point on the northerly line of the parcel of
land designated as Parcel "B ", as shown on the Parcel Map filed in Book 517 of Maps,
at Page 48, Records of Santa Clara County; thence leaving said northeasterly line of
Designated Remainder "C ", and running along the northerly line of said Parcel "B"
17) N80 034'56 "E, a distance of 100.20 feet; thence continuing along said northerly line of
Parcel "B"
18) N89 052'53 "E, a distance of 58.19 feet; thence continuing along said northerly line
19) S76 °06'41 "E, a distance of 211.98 feet; thence continuing along said northerly line
20) S49 002'24 "E, a distance of 123.54 feet; thence continuing along said northerly line
21) S71 °36'29 "E, a distance of 327.36 feet; thence continuing along said northerly line"
22) S50 015'50 "E, a distance of 463.84 feet to a point on the westerly right -of -way of Miller
Avenue as shown on said Parcel Map; thence
23) S50 015'50 "E, a distance of 28.36 feet a point in the centerline of Miller Avenue as
shown on said Parcel Map; thence running along said centerline
24) S35 °02'00 "W, a distance of 278.98 feet to the beginning of a curve to the left having a
radius of 200.00 feet; thence continuing along said centerline
25) Southerly along said curve, through a central angle of 30 001'13 "; a distance of 104.79
feet; thence continuing along said centerline
26) S05 000'47 "W, a distance of 321.59 feet; thence leaving said centerline
27) S16 004'43 "W, a distance of 202.00 feet to a point lying at an angle point in the westerly
right -of -way of Miller Avenue, as shown on the Record of Survey map filed in Book 633
of Maps, at page 29, records of Santa Clara County; thence running along said
westerly line of Miller Avenue, as shown on said Record of Survey Map
28) S20 024'19 "E, a distance of 354.15 feet; thence continuing along said westerly line of
Miller Avenue
29) S10 040'23 "E, a distance of 191.86 feet to a point in said westerly line, said point also
being the most southwesterly corner of the parcel of land designated as "Lands of the
City of Gilroy", as shown on said Record of Survey Map; thence leaving said westerly
line, and running along the southerly line of said "Lands of the City of Gilroy", and a
portion of the southerly line of the parcel of land designated as "Lands of the County of
Santa Clara" on said Record of Survey Map
30) S84 031'08 "E, a distance of 543.96 feet to a point being an angle point in the southerly
line of said parcel of land designated as "Lands of the County of Santa Clara "; thence
running along the southerly line of said "Lands of Santa Clara County"
Page 2 of 4
31) S65 °13'34 "E, a distance of 508.79 feet to the southeasterly corner of said "Lands of
County of Santa Clara "; thence running along the easterly line of said "Lands of County
of Santa Clara"
32) N23 °05'40 "E, a distance of 46.20 feet to the beginning of a curve to the right having a
radius of 1,200.00 feet; thence continuing along said easterly line
33) Northeasterly along said curve, through a central angle of 20 °00'00 "; a distance of
418.88 feet; thence continuing along said easterly line
34) N43 005'40 "E, a distance of 508.33 feet to the most easterly corner of said "Lands of
County of Santa Clara "; thence leaving said "Lands of County of Santa Clara ", and
running along a northerly line of the lands described in the deed recorded in Book C503
of Deeds, at Page 528, Records of Santa Clara County
35) S79 033'58 "E, a distance of 25.80 feet; thence continuing along said northerly line
36) S58 020'00 "E, a distance of 154.85 feet; thence continuing along said northerly line
37) S65 059'10 "E, a distance of 372.81 feet; thence continuing along said northerly line
38) S52 029'40 "E, a distance of 253.48 feet to a point on the westerly line of the parcel of
land delineated as "First Assembly of God of Gilroy, Inc., D 784 O.R. 510, Parcel Two,
7.40 AC + / -" on the Record of Survey Map filed in Book 725 of Maps, at Page 39,
Records of Santa Clara County; thence running along said westerly line
39) S00 007'50 "W, a distance of 821.82 feet; thence running along the monument line of
Greenfield Drive, and the southerly prolongation thereof, as depicted on the map of
Tract 9303, filed in Book 739 of Maps, at Page 9, Records of Santa Clara County, and
also on the Record of Survey Map filed in Book 722 of Maps, at Page 20, Records of
Santa Clara County
40) S00 006'59 "W, a distance of 1,704.17 feet; thence leaving said monument line, and
southerly prolongation thereof, and running along the northerly line of Santa Teresa
Expressway as depicted on the Record of Survey Map filed in Book 264 of Maps, at
Page 31, Records of Santa Clara County
41) N84 °41'41 "W, a distance of 249.88 feet; thence continuing along said northerly line
42) N05018'1 9"E, a distance of 50.00 feet; thence continuing along said northerly line
43) N84 °41'41 "W, a distance of 80.00 feet; thence continuing along said northerly line
44) S12 °09'59 "W, a distance of 22.09 feet; thence continuing along said northerly line
45) N77 050'03 "W, a distance of 129.44 feet to the beginning of a non - tangent curve to the
left, from which the radius point bears S19 050'37 "W, a radial distance of 2,570.00 feet;
thence continuing along said northerly line
46) Westerly along said curve, through a central angle of 13 048'23 ", a distance of 619.29
feet; thence
47) N83 057'46 "W, a distance of 507.43 feet; thence leaving said northerly line, and running
along the easterly line of Parcel 1, as said parcel is shown on the Parcel Map filed in
Book 709 of Maps, at Page 18, Records of Santa Clara County
Page 3 of 4
48) N06 °02'14 "E, a distance of 358.36 feet; thence continuing along said easterly line
49) N29 °03'28 "W, a distance of 464.20 feet to a point on the northerly line of said Parcel 1;
thence running along the northerly line of said parcel
50) N83 °52'53 "W, a distance of 1087.98 feet to a point on the westerly line of Miller
Avenue; thence running along said westerly line of Miller Avenue
51) S07 °17'07 "W, a distance of 368.25 feet; thence continuing along said westerly line
52) N82 053'52 "W, a distance of 9.99 feet; thence continuing along said westerly line
53) S10 054'59 "W, a distance of 150.33 feet; thence continuing along said westerly line
54) S07 °06'08 "W, a distance of 50.00 feet to a point on the northeasterly line of Santa
Teresa Expressway, as shown on said Record of Survey Map; thence continuing along
said northeasterly line
55) S86 023'50 "W, a distance of 92.24 feet to the beginning of a non - tangent curve to the
right, from which the radius point bears N29 °08'15 "E, a radial distance of 2,420.00 feet;
thence continuing along said northeasterly line
56) Northwesterly along said curve, through a central angle of 13 °22'29 ", a distance of
564.91 feet; thence continuing along said northeasterly line
57) N47029'1 6"W, a distance of 1,065.40 feet; thence continuing along said northeasterly
line
58) N4001 1'38"W, a distance of 310.52 feet; thence continuing along the northeasterly line
of Santa Teresa Expressway, as said northeasterly line is shown on the Record of
Survey filed in Book 264 of Maps, and Page 27, Records of Santa Clara County
59) N42 058'22 "W, a distance of 324.50 feet; thence continuing along said northeasterly line
60) N32 051'03 "W, a distance of 290.16 feet; thence continuing along said northeasterly line
61) N26 036'50 "W, a distance of 320.62 feet; thence continuing along said northeasterly line
62) N22 °121 6 "W, a distance of 1,375.80 feet; thence continuing along said northeasterly
line
63) N66 057'45 "E, a distance of 9.86 feet; thence continuing along said northeasterly line
64) N23002'1 5"W, a distance of 67.95 feet to the TRUE POINT OF BEGINNING.
Containing 14,971,973 square feet or 343.71 acres, more or less.
END OF DESCRIPTION.
Page 4 of 4
Vol-* woo 0000 0000 LEGEND
woo* '� -- P.O.B. POINT OF BEGINNING
PROPERTY BOUNDARY LINE
1 W .�.. .... SHEET LW TS
��� SKEET 2
,
.0
SHEET 3 Q
Ld
••
•.\ � 'z
�4 ,Z
W.
ID�4
IeP:'. :iATbiF: IWM1ii9Wt i33ift'✓.ti k.
0 1000 2000 3000
SCALE IN FEET: 1"z-- 1000'
EXHIBIT 'B'
DEPICTION OF
THE PROPERTY
CITY OF GILROY, SANTA CLARA COUNTY, CALIFORNIA
SHEET 1 OF 4 1
Ruggeri -
Ienxn -
Azar & Asuxlates
8055 CAMINO ARROYO • GILROY. CA 95020
PHONE: (408) 848 -0300 *FAX: (408) 848 -0302
SCALE: DATE: JOB NO.:
1" = 1000' 10 -17 -2005 994OO9PO2
40 -W 80.00'(R)
48'00'07'W 470.38'
C* zr�
It
I
N - I I C" ,
J
�tD
� ��`
N�
L; o DESIGNATED
REMAINDER A'
� f
y`
26
4 70 ,� DESIGNATED
(� REMAINDER ' C
N66'57'45'E 170.00'
. 1 N07'18'21 "E 277.13'
' �_N11'50'51"E 536.01'
O.B.
N23'02'15'W 311.02'(T) 7.95'
a N66'57'45 "E 9.86'
Y,
'COP�
SEE` SHEET 4
0 500 1000 1500
SCALE IN FEET: 1 "= 500'
EXHIBIT 'B'
DEPICTION OF
THE PROPERTY
CITY OF GILROY, SANTA CLARA COUNTY, CALIFORNIA
P.O.B.
( )
5414'26'W 296.93'
i.F(,F.Nn
POINT OF BEGINNING
PROPERTY BOUNDARY LINE
RADIAL BEARING
TOTAL DIMENSION
41'03'25 "W 539.42'
S48'56'18'W(I
=210.59' R= 400.00' X30'09'55'
N18'46'23 "E(R)
458.00' R= 320.00' X82'00'17'
N791
DESIGNATED j�L= 194.76' R= 360.00' 6=3059'48'
REMAINDER ' C {
= 55.29' R= 40.00' 6=7911'56'
N2013'08'W 138.26 m
N0925 -04 "W 40.00'(R) E...
56 "E 100.20' W
'S2'S3'E 58.19'
76'O6'41'W 211.98'
N49'02'24'W 123.54'
tr N71'36'29 "W 327.36' W
N80'34'
N89
N
PARCEL ' w
517 -M -AS
SHEET 2 OF 4
Ruggeri -
jensen -
Azar & Asuxlates
8055 CAMINO ARROYO • GILROY, CA 95020
PHONE: (408) 848-0300-FAX: (408) 848 -0302
SCALE: I DATE: JOB NO.:
1" = 500' 10 -17 -2005 1 994009PO2
SEE SHEET 2
N49'02'24'W 123.
N71'36'29 "W 327.36 - �
PARCEL ' 8'
517 -M -48
N35'02'00"E 278.98' -
L= 104.79' R= 200.00' &30'01'13"
N05- 00 -47"E 321.59:
N16'04'43 "E 202.00'
N20'24'19 "W 354.15
N10'40'23 "W 19'
W
W
W
Lw
P.O.B.
LEGEND
POINT OF BEGINNING
PROPERTY BOUNDARY LINE
RADIAL BEARING
TOTAL DIMENSION
79'33'58 "W 25.80'
58'20'00 "W 154.85'
N43'05'40 "E 508.33' N65'59'10'W 372.81
)W - 28
'31'08'W 543.96' N5229'40 "W 253.48' 1
L= 418.88' R= 1200.00' 6=20'00'00"
(V
N6513'34 "W 508.79'�`��
N23'05'40 "E 46.20' i o
1 087.98' 7
N0717'07 "E 368.25' �
'*�—N29'03'28'E 464.20'
709 -M- 1a
0508 O. R. 528 I g
j z I
l
m
t7
r
1
1
1
I W
722 - M - 20 1 >
'°
I^
w li-
rn
1 Q�
709 - M - 1a I S
z
1 �
r N06'0214E 358.36 N84'41'41 "W 249.8 '
Af N84'41'41 "W 80. I
0 500 1 000
-*84 1 500 ` a' N8357� w y�N12'09'59'E 22.09'
501.43
L= 619.29' R= 2570.00' A--13'48'23'----'_
SA N19'50'37 "E R J
SCALE IN FEET: 1 " 500' NiA Y�RESA fJ(pRESSw��77'SO'o3�w, t29.
EXHIBIT 'B'
DEPICTION OF
THE PROPERTY
CITY OF GILROY, SANTA CLARA COUNTY, CALIFORNIA
SHEET 3 OF 4
tj'e'n" eri senzar a. Associates
8055 CAMINO ARROYO - GILROY, CA 95020
PHONE: (408) 848 -0300 -FAX: (408) 848 -0302
SCALE: UAIE: JOB NO.:
1" = 500' 10 -17 -2005 994009PO2
SEE SHEET 2
N07- 18'21'E 277.13'
1N11.50'51'E 536.01
.O.B.
7.95'
CA N66'57'45'E 9.86' PARCEL • Ir
517 -M -48
s
Zi
C+\
\
N i�A
\ \X
N26'36'50'W 320.62 -/%
N32'51'03'W 290.16'-/%\
N4258'22'W
N4011'38'W 310.
P.O.B.
(T)
s`•
mss
�9t
LEGEND
POINT OF BEGINNING
PROPERTY BOUNDARY LINE
RADIAL BEARING
TOTAL DIMENSION
I
i
SEE SHEET 3
N
.q
W
n
ti
o�.
F
NB�? 2 5—Y- W 898 Nip�83' 107.
\`�s F'$ 9glfi
L= 564.91' R= 2420.00' 6=13'2229' J
S29W'15'
0 500 1 000 1 500 N86.23'50'E 92.
SCALE IN FEET: 1 "= 500'
EXHIBIT 'B'
DEPICTION OF
THE PROPERTY
CITY OF GILROY, SANTA CLARA COUNTY, CALIFORNIA
709 - M - 18
E-�
W
W
254 - M - 81 W
w
SHEET 4 OF 4
Ruggeri jens e n
Azar & Associates
8055 CAMINO ARROYO • GILROY. CA 95020
PHONE: (408) 848 -0300 • FAX: (408) 848 -0302
SCALE: DATE: JOB NO.:
1" = 500' 10 -17 -2005 994009PO2
Pre- 2004
2004
2007
2008
2009
2011
2012
2013
2014
2015
2016
Affordable Units
Yearly Unit Total
EXHIBIT `C'
PROJECT DEVELOPMENT SCHEDULE
NOTES:
1 The Project Sequencing Schedule as shown supercedes the previous
RDO build out schedule adopted by the Gilroy City Council dated
August 5, 2002.
2 Glen Loma Ranch reserves the right to modify neighborhood sequencing,
and yearly unit total in accordance with the terms of the development
agreement and in accordance with the backbone infrastructure.
3 Affordable units by neighborhood are shown for reference purposes.
Affordable units will be in each of the three project phases.
Actual neighborhood distribution to be distributed determined by Glen
Loma Group in accordance with City policies and the Glen Loma Ranch
development agreement.
4 Assumed density is based on the City of Gilroy General Plan and
Zoning Ordinance density criteria.
October 25, 2005 Page 1 of 3
PHASE 1
UNITS 633
NOTES:
1 The Project Sequencing Schedule as shown supercedes the previous
RDO build out schedule adopted by the Gilroy City Council dated
August 5, 2002.
2 Glen Loma Ranch reserves the right to modify neighborhood sequencing,
and yearly unit total in accordance with the terms of the development
agreement and in accordance with the backbone infrastructure.
3 Affordable units by neighborhood are shown for reference purposes.
Affordable units will be in each of the three project phases.
Actual neighborhood distribution to be distributed determined by Glen
Loma Group in accordance with City policies and the Glen Loma Ranch
development agreement.
4 Assumed density is based on the City of Gilroy General Plan and
Zoning Ordinance density criteria.
October 25, 2005 Page 1 of 3
Assumed Density
Pre- 2004
2005
2006
2008
2009
2010
2011
2012
2013
2014
2016
Yearly Unit Total
EXHIBIT `C'
PROJECT DEVELOPMENT SCHEDULE
NOTES:
1 The Project Sequencing Schedule as shown supercedes the previous
RDO build out schedule adopted by the Gilroy City Council dated
August 5, 2002.
2 Glen Loma Ranch reserves the right to modify neighborhood sequencing,
and yearly unit total in accordance with the terms of the development
agreement and in accordance with the backbone infrastructure.
3 Affordable units by neighborhood are shown for reference purposes.
Affordable units will be in each of the three project phases.
Actual neighborhood distribution to be distributed determined by Glen
Loma Group in accordance with City policies and the Glen Loma Ranch
development agreement.
4 Assumed density is based on the City of Gilroy General Plan and
Zoning Ordinance density criteria.
October 25, 2005 Page 2 of 3
Fir
---Statieo'n
McCutchin
Creek
M�lvasia
Phase 1
PHASE
--
2 UNITS 657
NOTES:
1 The Project Sequencing Schedule as shown supercedes the previous
RDO build out schedule adopted by the Gilroy City Council dated
August 5, 2002.
2 Glen Loma Ranch reserves the right to modify neighborhood sequencing,
and yearly unit total in accordance with the terms of the development
agreement and in accordance with the backbone infrastructure.
3 Affordable units by neighborhood are shown for reference purposes.
Affordable units will be in each of the three project phases.
Actual neighborhood distribution to be distributed determined by Glen
Loma Group in accordance with City policies and the Glen Loma Ranch
development agreement.
4 Assumed density is based on the City of Gilroy General Plan and
Zoning Ordinance density criteria.
October 25, 2005 Page 2 of 3
EXHIBIT `C'
PROJECT DEVELOPMENT SCHEDULE
PHASE 3
I PHASE 3 UNITS 403
NOTES:
1 The Project Sequencing Schedule as shown supercedes the previous
RDO build out schedule adopted by the Gilroy City Council dated
August 5, 2002.
2 Glen Loma Ranch reserves the right to modify neighborhood sequencing,
and yearly unit total in accordance with the terms of the development
agreement and in accordance with the backbone infrastructure.
3 Affordable units by neighborhood are shown for reference purposes.
Affordable units will be in each of the three project phases.
Actual neighborhood distribution to be distributed determined by Glen
Loma Group in accordance with City policies and the Glen Loma Ranch
development agreement.
4 Assumed density is based on the City of Gilroy General Plan and
Zoning Ordinance density criteria.
October 25, 2005 Page 3 of 3
T.C.
Senior
Phase II
Town
C
Center
Comm.
Malvasia
Phase II
Canyon
Creek
Rocky
Knoll
The
Glen
Nebbiolo
Yearly
Total
City
Council
Allocated
RDO
Schedule
Cumulative
Market Rate
RDO Total
Assumed Density
R -4
WA
R -3
R -2
R -3
R -3
R -1
Pre- 2004
-
63
63
2004
-
50
113
2005
-
50
163
2006
184
50
213
2007
81
50
263
2008
115
131
394
2009
199
131
525
2010
197
131
656
2011
143
131
787
2012
103
131
918
2013
XX
XX
114
131
1,049
2014
XX
XX
XX
125
131
1,180
2015
XX
XX
XX
XX
XX
XX
129
131
1,311
2016
XX
47
132
1,443
Affordable Units
85
1 256
Yearl y Unit Total
75
124
1 47
33
27
1 97
1 1,693
1,443
I PHASE 3 UNITS 403
NOTES:
1 The Project Sequencing Schedule as shown supercedes the previous
RDO build out schedule adopted by the Gilroy City Council dated
August 5, 2002.
2 Glen Loma Ranch reserves the right to modify neighborhood sequencing,
and yearly unit total in accordance with the terms of the development
agreement and in accordance with the backbone infrastructure.
3 Affordable units by neighborhood are shown for reference purposes.
Affordable units will be in each of the three project phases.
Actual neighborhood distribution to be distributed determined by Glen
Loma Group in accordance with City policies and the Glen Loma Ranch
development agreement.
4 Assumed density is based on the City of Gilroy General Plan and
Zoning Ordinance density criteria.
October 25, 2005 Page 3 of 3
EXHIBIT `D'
LIST OF PUBLIC IMPROVEMENTS
NOTES:
1. Although the Mitigation Measure for these items requires that the improvements be installed only prior to Phase 3, the
developer has agreed to move this improvement forward as part of the Development Agreement.
2. Section 4.4.7 of the Development Agreement provides for the traffic study update to be completed prior to the issuance
of the building permit for the 1001 s' residential unit, approximately halfway through Phase 2.
October 25, 2005 Page 1 of 1
Mitigatio
Phase
Earliest
Triggering Event
Public Improvement
n
Meaesur
Of
Anticipated
Year of
Reimbursable
for the
Improvement
Im nt
Improvement
Castro Valley/U.S. 101 Intersection fair share contribution only)
#29
Phase 1
2006
No
Payment with the issuance of the first Ph. 1 building permit.
Monterey Rd. /Masten Avenue
#30
Phase 1
2006
Yes
Operational prior to the issuance of the first building permit
in the Mataro Neighborhood.
Santa Teresa Blvd./Tenth Avenue
#31
Phase 1
2006
Yes
Operational prior to the issuance of the first building permit
in either the Petite Sarah or the Grove Neighborhoods.
Monterey Rd./10'n Street Signal Modification
#32
Phase 1
2006
No
Construction to commence with the first Ph. 1 building
permit
Thomas Road/Luchessa Avenue Intersection
#33
Phase 1
2006
Yes
Construction to commence with the first Ph. 1 building
permit
Princevalle /Luchessa Ave. Intersection Signal 1
#42
Phase 1
2006
Yes
Concurrent with the Luchessa/Thomas intersection.
16.3 Acre City Park Site
N/A
Phase 1
2008
No
Commence construction with the grading of the Mataro
Neighborhood
Santa Teresa Blvd. /Ballybunion Drive Intersection
#38
Phase 2
2008
Yes
Operational prior to the issuance of the first building permit
for Phase 2
Santa Teresa Blvd. /Fitzgerald Ave. Signalization
#34
Phase 2
2008
Yes
Operational prior to the issuance of the first building permit
for the Olive Grove Neighborhood
Fire Station #4
N/A
Phase 2
2011
No
Construction complete prior to issuance of the 1000
building permit
3.0 Acre City Park
N/A
Phase 2
2013
No
Commence construction with the grading of the Montonico
Neighborhood
Santa Teresa Blvd. / First Street Intersection and
#37
TBD (2)
2012
Yes
Timing to be per traffic study update (2)
First Street — East of Santa Teresa Blvd. Segment
#44
Monterey Road/Luchessa Avenue
#43
TBD 2
2012
Yes
Timing to be per traffic study update 2
10 Street/Luchessa Ave. Intersection
N/A
TBD 2
2011
Yes
Timing to be per traffic study update 2
Was Park Drive /10 Street Intersection
N/A
Phase 2 or
2011
Yes
Concurrent with the W Street Bridge Opening
Phase 3
10 Street Bridge
N/A
Phase 2 or
2011
Yes
Construction will start within 90 days of when City has
Phase 3
obtained all permits and approvals, subject to permit
restrictions. Completion estimated to be no later than the
date that the Meriot Drive connection is made across
Reservoir Canyon Creek.
NOTES:
1. Although the Mitigation Measure for these items requires that the improvements be installed only prior to Phase 3, the
developer has agreed to move this improvement forward as part of the Development Agreement.
2. Section 4.4.7 of the Development Agreement provides for the traffic study update to be completed prior to the issuance
of the building permit for the 1001 s' residential unit, approximately halfway through Phase 2.
October 25, 2005 Page 1 of 1
I
EXHIBIT "E" SITE PLAN
GLEN LOMA RANCH SPECIHC PLAN
GILROY, CALIFORNIA
_
,
w`
r .
1 _ s
(SHEET 1 OF 2)
.M1 Y4
w "A
..
Y-
cam
Y
lil1L PAR[
CIO
a
01DRGlOW6
e
i
1
NO'tAPJ1Y1
1R.7 AG
in-UT D.U. lfgx" 9c"om
iB1I. PAR1<
�R
4
.
�'
P®1 SPAM r111L1RA[.
RELOCATED
MOW OW
RAUTALi6
19AAC.
ST Dail.
YAW
44�Y
FIRE
ATIOM
CO
3.OPARK RRJlYhO LO AC.
711 -11� D.U.
] CA
lamom
1� A�
1.ECErID
147 -1N D.U.
U'
D1R�701U
,,.
ROCKY
\
SPECUIC PLAN AREA BDUIDARY
3.1
— — —
ROCKY /OIL
EXWMG PMCIPRRTY UME • FJMff OF WAY '
4.1 AGE 7S.1T D.0
PROPOSED R1G1l1.OF WAY
OPEN SPACE BUFFERWEL TRANSMO14 ZOME 1'-7W
EXHIBIT "E" SITE PLAN
.
GLEN LOMA RANCH SPECMC PLAN
y
GILROY, CALIFORNIA
aiasnMw
SHEET 2 OF 2)
� IIbT A lAtT �..
inji a Ami rum
YATABO
6.6A -•
676 M.
i
CABERM
1
l0A AC * I ly I I -
4041 DAL
LEGEND
lE1711r 31RAH
10.6 AC *
WI06 D.U.
DESCR97M
1}1 AU.
- - - SBM AN ARA BOUNA1Y
�C
40-0
E W7MG FOOPEIr Y UNE & WrAff OF WAY
MOPOSED OGHT OF WAY
a
MEN WAtZ BUFPEWMIL TIAI SMW ZONE
f
MAL
MELT[-
FAMLY
�,
1e6
,
* POTENTIAL SCHOOL SITE
EXHIBIT `F'
EXISTING CITY DEVELOPMENT FEES
Development Impact Fees Fee Fund Number
STREET TREE IMPACT FEE 432- 2600- 0000 -3600
City Planting and Replacement $ 2.56 / f.f.
Inspection and Replacement $ 0.36 / f.f.
PUBLIC FACILITIES IMPACT FEE [ *] 440- 2600 -0000 -3660
[ *] All former fees collected for Park Development Impact, Police Impact, Fire Impact, Public
Facilities and Library Impact have been consolidated and are to be collected as a single Public
Facilities Impact Fee.
Residential — Low Density $ 19,642 / unit
Residential — High Density $ 16,639 / unit
Commercial $ 2,856 / k.s.f.
Industrial $ 1,268 / k.s.f.
STORM DEVELOPMENT IMPACT FEE
Residential — Low Density
$
626 /acre
Residential — High Density
$
983 /acre
Commercial
$
1,696 /acre
Industrial
$
1,252 /acre
Assembly Hall
$
626 /acre
SEWER DEVELOPMENT IMPACT FEE
Residential — Low Density $ 11,402 /unit
Residential — High Density $ 6,170 /unit
Commercial / Industrial $ 3,608 / cgpd
WATER DEVELOPMENT IMPACT FEE
Residential — Low Density $ 3,645 /unit
Residential — High Density $ 1,401 /unit
Commercial / Industrial $ 5,431 / kgpd
TRAFFIC IMPACT FEE
Residential — Low Density
$
10,350 / unit
Residential — High Density
$
8,390 / unit
Commercial — Low Traffic
$
11,450 / k.s.f.
Commercial — High Traffic
$
23,130 / k.s.f.
Industrial - General
$
4,470 / k.s.f.
Industrial — Warehouse
$
3,290 / k.s.f.
420 - 2600 -0000 -3660
435 - 2600 -0000 -3660
436- 2600 -0000 -3660
433 - 2600 -0000 -3660
EXHIBIT 'G'
City Estimate of Costs for Parks and Fire Station
Public Facility Development Summary
Site/ Description Size Site Offsite Total Cost
Glen Loma Ranch Park
5 acre linear park area with picnic, 3.0 ac. Park $2,985,704 $137,500 $3,123,204
playground, parking lot and trail
connections to Christmas Hill Park + 13.3 ac. open
11.3 acres of open space with trails space
and fitness activity areas.
Montonico Park
3 acre park with play ground and 3.0 ac. Park $1,345,694 $262,500 $1,608,194
playfields.
Fire Station Site
Sunrise Fire Station #3 site plan 1.5 acre site $3,728,993 $125,000 $3,853,993
utilized for cost projections. within Glen
Loma Town
Center
Cost Totals $8,060,391 $525,000 $8,585,391