HomeMy WebLinkAboutAgenda Report - September 6, 2006 L-03AGENDA ITEM L-03
Alwa CI'y OF Logi
%W COUNCIL COMMUNICATION
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AGENDA TITLE: Ordinance No. 1785 entitled, "An Ordinance of the City Council of the City of Lodi
Adopting a Development Agreement Pertaining to the Development of 220 Acres
Located on the South Side of Harney Lane Between State Highway 99 and the
Union Pacific Railroad to the West (Reynolds Ranch) (Development Agreement
06 -GM -01)"
MEETING DATE:
PREPANED BY:
September 6, 2006
City Clerk
RECOMMENDED ACTION: Motion waiving reading in full and (following reading by title)
adopting the attached Ordinance No. 1785.
BACKGROUND INFORMATION: Ordinance No. 1785 entitled, "An Ordinance of the City Council of
the City of Lodi Adopting a Development Agreement Pertaining to
the Development of 220 Acres Located on the South Side of Harney
Lane Between State Highway 99 and the Union Pacific Railroad to
the West (Reynolds Ranch) (Development Agreement 06 -GM -01)" was introduced at the special City
Council meeting of August 30, 2006.
ADOPTION: With the exception of urgency ordinances, no ordinance may be passed within five days of
its introduction. Two readings are therefore required — one to introduce and a second to adopt the
ordinance. Ordinances may only be passed at a regular meeting or at an adjourned regular meeting;
except for urgency ordinances, ordinances may not be passed at a special meeting. Id. All ordinances
must be read in full either at the time of introduction or at the time of passage, unless a regular motion
waiving further reading is adopted by a majority of all council persons present. Cal. Gov't Code § 36934.
Ordinances take effect 30 days after their final passage. Cal. Gov't Code § 36937.
This ordinance has been approved as to form by the City Attorney.
FISCAL IMPACT:
FUNDING AVAILABLE:
JMP
Attachment
None.
None required.
Y
4nte
nifer M errin
rim City Clerk
APPROVED:
Blair , City Manager
councii/councandOrdinance3.doc
ORDINANCE NO. 1785
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LODI ADOPTING A
DEVELOPMENT AGREEMENT PERTAINING TO THE DEVELOPMENT OF 220
ACRES LOCATED ON THE SOUTH SIDE OF HARNEY LANE BETWEEN STATE
HIGHWAY 99 AND THE UNION PACIFIC RAILROAD TO THE WEST
(REYNOLDS RANCH) (DEVELOPMENT AGREEMENT 06 -GM -01)
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LODI AS FOLLOWS:
SECTON 1- The properties subject to this Development Agreement (DA) (06 -GM -01) include
the following:
220 acres located on the south side of Harney Lane between State Highway 99 and the
Union Pacific Ralroad (UPRR) to the west — Assessors Parcel Numbers 058-110-04,
058-110-41, 058-130-06, 058-130-07, 058-130-08, 058-130-09, 058-130-11,
058-130-15, 058-130-16, 058-130-21, 058-130-22, 058-130-24, and 058-130-04.
SECTION 2. The following properties are identified as added parcels within the Development
Agreement and may be added to the Development Agreement:
Assessors parcel numbers 058-110-05, 058-130-02, 058-130-03, 058-130-05,
058-130-17, 058-130-19, 058-130-10, 058-139-14 and 058-130-18.
SE TI N 3. The applicant for the requested Development Agreement is as follows:
San Joaquin Valley Land Company LLC.
SECTIO. The requested Development Agreement is summarized as follows:
Development Agreement 06 -GM -01 is an agreement between the City and the
developer in which the developer agrees to provide certain benefits to the City in
exchange for a vested right to proceed with the development consistent with the
development approvals. The term of the Development Agreement is 15 years. The
vested right the developer obtains is the ability to proceed with the development as
approved and to avoid the imposition of new regulations on subsequent discretionary
approvals (i.e. vesting tentative maps) for the development.
SE TI N 5. The City Council hereby finds that the proposed Development Agreement is
consistent with the general plan land use designation and the zoning for the proposed
Development.
SE^GTION 6. The City Council, by Resolution No. 2006-162, has certified the Reynolds Ranch
Environmental Impact Report for the proposed project.
SECTION 7. The City Council hereby adopts Ordinance No. 1785 approving the Development
Agreement by and between the City of Lodi and San Joaquin Valley Land Company, LLC.
SE TION . No Mandatory Duty of Care. This ordinance is not intended to and shall not be
construed or given effect in a manner which imposes upon the City, or any officer or employee
thereof, a mandatory duty of care towards persons or property within the City or outside of the
City so as to provide a basis of civil liability for damages, except as otherwise imposed by law.
SEQTION 9. Severability. If any provision of this ordinance or the application thereof to any
person or circumstances is held invalid, such invalidity shall not affect other provisions or
appications of the ordinance which can be given effect without the invalid provision or
application. To this end, the provisions of this ordinance are severable. The City Council
hereby declares that it would have adopted this ordinance irrespective of the invalidity of any
particular portion thereof.
SECLTION_1-_Q. This ordinance shall be published one time in the "Lodi News -Sentinel," a daily
newspaper of general circulation printed and published in the City of Lodi, and shall take effect
thirty days from and after its passage and approval.
Approved this a day of September, 2006
S HITCHCOCK
Mayor
Attu:
41FEPERRIN
City Clerk
Stale of California -
County of San Joaquin, se.
I, Jennifer M. Perrin, Interim City Clerk of the City of Lodi, do hereby certify that
Ordinance No. 1785 was introduced at a special meeting of the City Council of the City of Lodi
held August 30, 2006, and was thereafter passed, adopted and ordered to print at a regular
meeting of said Council held September 6, 2006, by the following vote:
AYES: COUNCIL MEMBERS — Beckman, Hansen, and Johnson
NOES; COUNCIL MEMBERS — Hitchcock
ABSENT: COUNCIL MEMBERS — Mounce
ABSTAIN: CCKJNCIL MEMBERS — None
I further certify that Ordinance No. 1785 was approved and signed by the Mayor on the date of
its passage and the same has been published pursuant to law.
LEER PERAINrll��
'
In erim,City Clerk
v as to Form:
D. PHEN SCHWAB R
City Attorney
OFFICIAL BUSINESS
Document entitled to free recording
Government Code Section 6103
RECORDING REQUESTED BY
A#ID WHEN RECORDED MAIL TO:
Cky of Lodi
P.O. Box 3006
Lodi, CA 96241-1910
Ain: City Clerk
ACE ABOVE THIS LINE RESERVED FOR
RECORDER'S USE)
DRAFT DOCUMENT
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF LODI
AND SAN JOAQUIN VALLEY LAND COMPANY, LLC
TABLE Of CONTENTS
RECITALS.................... . . ............................................................................................................................... 3
1.
Authorization...................................................................•---.............................................. ......3
2.
Property ..........................................................................................................................................3
3.
Project.....................................--------------.---•.........................------.................................. .......3
4.
Public Hearing................................................................................................................................3
5.
Environmental Review....................................................................................................................3
6.
Project Approvals............................................................................................................................
3
7.
Need for Services and Facilities.....................................................................................................4
8.
Contribution to Costs of Facilities and Services.............................................................................4
9.
Development Agreement Resolution Compliance.........................................................................5
10.
Consistency with General and Specific Plan..................................................................................
5
11.
Creation of Career -Oriented Employment Opportunities
AGREEMENT...............................................................................................................................................5
1.
Incorporation of Recitals...........................................................................•-......--.----.......................5
2.
Description of Property...................................................................................................................5
3.
Interest of Landowner.................................•----......•-----..............................................................----.5
4.
Relationship of City and Landowner...............................................................................................
5
5.
Effective Date and Term.................................................................................................................6
5.1.
Effective Date..........................................................................................................................
6
5.2.
Term.......................................................................................................................................
6
5.3.
Automatic Termination Upon Completion and Sale of Residential Lot...................................6
6.
Use of Property...............................................................................................................................6
6.1.
Right to Develop......................................................................................................................6
6.2.
Permitted Uses:.......................................................................................................................8
6.3.
Moratorium, Quotas, Restrictions or Other Growth Limitations ..............................................
8
6.4.
Additional Conditions...........................................................................------......-••------.............11
6.5
Annexation
7.
Applicable Rules, Regulations, Fees and Official Policies...........................................................15
7.1.
Rules Regarding Permitted Uses................................................................... ....15
7.2.
Rules Regarding Design and Construction...........................................................................15
7.3.
Changes in State or Federal Law..........................................................................................15
7.4.
Uniform Codes Applicable.....................................................................................................16
8.
Existing Fees, Subsequently Enacted Fees, Dedications, Assessments and Taxes ..................
16
8.1.
Processing Fees and Charges..............................................................................................16
8.2.
Existing Fees, Exactions and Dedications............................................................................16
8.3
Subsequent Development Impact Fees, Exactions and Dedications
9.
Community FaciWes District........................................................................................................17
9.1.
Inclusion in Community Facilities District.............................................................................17
9.2.
Use of Community Facilities District Revenues....................................................................18
9.3.
Community Facilities District for Residential Property — Landowner Financing....................18
10.
Processing of Subsequent Development Applications and Building Permits .............................19
11.
Amendment or Cancellation.........................................................................................................19
11.1.
Modification Because of Conflict with State or Federal Laws...............................................19
11.2. Amendment by Mutual Consent............................................................................................19
11.3. Insubstantial Amendments.................................................................................19
11.4. Amendment of Project Approvals..........................................................................................19
11.5. Cancellation by Mutual Consent ............................................................................................
20
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12. Term of Project Approvals............................................................................................................ 20
13, Annual Review..............................................................................................................................20
13.1. Review Date..........................................................................................................................20
13.2. Initiation of Review................................................................................................................20
13.3. Staff Reports..........................................................................................................................20
13.4. Costs..................................................................................................................................... 20
13.5. Non-compliance with Agreement; hearing............................................................................20
13.6. Appeal of Determination........................................................................................................21
14. Default..........................................................................................................................................21
14.1. Procedure Regarding Defaults..............................................................................................21
15. Estoppel Certificate.......................................................................................................................22
16. Mortgagee Protection; Certain Rights of Cure.............................................................................22
16.1. Mortgagee Protection............................................................................................................22
16.2. Mortgagee Not Obligated......................................................................................................23
16.3. Notice of Default to Mortgagee and Extension of Right to Cure...........................................23
17. Severability ...................................................................................................................................23
18. Applicable Law..............................................................................................................................23
19. Attomeys' Fees and Costs in Legal Actions By Parties to the Agreement...................................23
20. Attorneys' Fees and Costs in Legal Actions By Third Parties to the Agreement and Continued
PermitProcessing................................................................................................................................. 24
21. Transfers and Assignments..........................................................................................................24
22. Agreement Runs with the Land....................................................................................................24
23. Bankruptcy....................................................................................................................................24
24. Indemnification.............................................................................................................................. 24
25. Insurance...................................................................................................................................... 25
25.1. Public Liabillity and Property Damage Insurance..................................................................25
25.2. Workers' Compensation Insurance.......................................................................................25
25.3. Evidence of Insurance...........................................................................................................25
26. Excuse for Nonperformance.........................................................................................................25
27. Third Party Beneficiaries..............................................................................................................26
28. Notices..........................................................................................................................................26
29. Form of Agreement; Recordation; Exhibits................................................................................. 26
30. Further Assurances...................................................................................................................... 26
31. City Cooperation...........................................................................................................................26
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DEVELOPMENT AGREEMENT
REYNOLDS RANCH
This Development Agreement is entered into as of this day of , 2006, by
and between the CITY OF LODI, a municipal corporation ("City"), and, SAN JOAQUIN VALLEY
LAND COMPANY, LLC ("Landowner"). City and Landowner are hereinafter collectively referred
to as the "Parties" and singularly as "Party."
RECITALS
1. Amthori lion. To strengthen the public planning process, encourage private
participation in comprehensive planning and reduce the economic risk of development, the
Legislature of the State of California adopted Goverment Code Section 65864, et seq. (the
"Development Agreement Statute"), which authorizes the City and any person having a legal or
equitable interest in the real property to enter into a development agreement, establishing
certain development rights in the Property which is the subject of the development project
application.
2. Property. Landowner holds a legal or equitable interest in certain real property
located in the City of Lodi, County of San Joaquin, more particularly described in Exhibit A-1
and Exhibit A-2 attached hereto (the "Property"). Landowner represents that all persons holding
legal or equitable interests in the Property shall be bound by this Agreement.
3. Project. Landowner has obtained various approvals from the City (described in
more detail in Recital 6 below) for a mixed use project known as Reynolds Ranch (the
"Project") to be located on the Property.
4. Public baring. On , 2006, the Planning Commission of the City
of Lodi, serving as the City's planning agency for purposes of development agreement review
pursuant to Government Code Section 65867, considered this Agreement.
5. Environmental Review. On , 2006, the City Council certified as
adequate and complete, the Reynolds Ranch Project Environmental Impact Report ("EIR") for
the Project. Mitigation measures were required in the EIR and are incorporated into the Project
and into the terms and conditions of this Agreement, as reflected by the findings adopted by the
City Council concurrency with this Agreement.
6. Proiect ,Anprovals. The following land use approvals (together the "Project
Approvals") have been granted for the Property, which entitlements are the subject of this
Agreement:
6.1. The EIR. The Mitigation Measures in the EIR are incorporated into the
Project and into the terns and conditions of this Agreement (City Resolution No. );
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6.2. A General Plan Amendment (the "General Plan"), (attached hereto as
Exhibit B) approved by the City on , 2006 (City Resolution No. );
6.3. The Zoning of the Property (attached hereto as Exhibit B-1) approved by
the City on , 2006 (City Ordinance No. );
6.4. Reserved;
6.5. Reserved;
6.6. The Development Plan and Infrastructure Plan for the Project (attached
hereto as Exhibit D , approved by the City on —, 2006 by City Resolution No.
6.7. The Growth Management Allocations, as required by Chapter 15.34 of
the Lodi Municipal Code, as set forth in Exhibit E, approved by the City on
, 2006 by City Resolution No. ;
6.8. This Development Agreement, as adopted on , 2006 by
City Ordinance No. (the "Adopting Ordinance"); and,
6.9. The Annexation Approvals granted by San Joaquin County Local Agency
Formation Commission as shown in Exhibit F attached hereto.
7. Need fes, SeEMicas and Facilities. Development of the Property will result in a
need for municipal services and facilities, some of which will be provided by the City to such
development subject to the performance of Landowner's obligations hereunder. With respect to
water, pursuant to Government Code Section 65867.5, any tentative map approved for the
Property will comply with the provisions of Government Code 66473.7.
8. ContriWdion to Costs of Facilites and Services. Landowner agrees to
contribute to the costs of such public facilities and services as required herein to mitigate
impacts on the community of the development of the Property, and City agrees to provide such
public facilities and services as required herein to assure that Landowner may proceed with and
complete development of the Property in accordance with the terms of this Agreement. City and
Landowner recognize and agree that, but for Landowner's contributions set forth herein
including contributions to mitigate the impacts arising as a result of development entitlements
granted pursuant to this Agreement, City would not and could not approve the development of
the Property as provided by this Agreement and that, but for City's covenant to provide certain
facilities and services for development of the Property, Landowner would not and could not
commit to provide the mitigation as provided by this Agreement. City's vesting of the right to
develop the Property as provided herein is in reliance upon and in consideration of Landowner's
agreement to make contributions toward the cost of public improvements as herein provided to
mitigate the impacts of development of the Property as development occurs.
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9. peveloRWnt AgmeMent Resolution C a e.. City and Landowner have
taken all actions mandated by, and fulfilled all requirements set forth in, the Development
Agreement Resolution of the City of Lodi, as set forth in the City Council Resolution No. 2005-
237 for the consideration and approval of the pre -annexation and development agreement.
10. Consist2pcv with General and Specific Plan. Having duly examined and
considered this Agreement and having held properly noticed public hearings hereon, the City
found that this Agreement satisfies the Government Code §65867.5 requirement of general plan
consistency.
11. Creatio of Career-OrienItg EMgloyMent QRp2rtuniti . Landowner's
proposed mixed use development will assist the City in maintaining an appropriate balance
between jobs and housing by providing, in part, an office development that will house a regional
office for Blue Shield which will provide career -oriented employment including benefits for 1600
employees. These employment positions are in addition to the employment opportunities that
will be provided as part of the operation of 350,000 square feet of retail space within the project.
NOW, THEREFORE, in consideration of the mutual promises, conditions and
covenants hereinafter set forth, the Parties agree as follows:
AGREEMENT
I. IncorPOW2n of Recitals. The Preamble, the Recitals and. all defined terms set
forth in both are hereby incorporated into this Agreement as if set forth herein in fulfil.
2. Dgscril&2n of Pr, . The property, which is the subject of this Development
Agreement, is described in Exhibit A-1 and depicted in Exhibit A-2 attached hereto ("Property").
3. Interest of Landowner. The Landowner has a legal or equitable interest in the
Property. Landowner represents that all persons holding legal or equitable interests in the
Property shall be bound by the Agreement. The Parties acknowledge that Landowner does not
have a legal or equitable interest in nine parcels (APN Nos. 058-110-05, 058-130-02, 058-130-
03, 058-130-05, 058-130-17, 058-130-19, 058-130-10, 058-139-14 and 058-130-18 "Added
Parcels") that total acres and are included within the area that is being prezoned and
to which the General Plan and Zoning designations will apply. The Parties agree that upon
Landowner's obtaining legal or equitable interest in the Added Parcels Section 2, Description of
Property, may be amended pursuant to Section 11.3 (Insubstantial Amendment) to include the
Added Parcels. The Parties agree that upon approval of said amendment by the Landowner and
the City, the Added Parcels shall be subject to all provisions of this Agreement as though the
Added Property was included within the Agreement at the date of the Effective Date. Subject to
approval as to form of the amendment document by the City Attorney, the City Manager is
hereby authorized to execute this amendment on behalf of the City,
4. Relationship of Cily and Landowner. It is understood that this Agreement is a
contract that has been negotiated and voluntarily entered into by City and Landowner and that
Landowner is not an agent of City. The City and Landowner hereby renounce the existence of
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any form of joint venture or partnership between them, and agree that nothing contained herein
or in any document executed in connection herewith shall be construed as making the City and
Landowner joint venturers or partners.
S. 9flectilyt Daltang Term.
5.1. Effective Q111. The effective date of this Agreement ("Effective Date") is
2006, which is the effective date of City Ordinance No. adopting this
Agreement.
5.2. T rm. Upon execution, the term of this Agreement shall commence on
the Effective Date and extend for a period of fifteen (15) years, unless said term is terminated,
modified or extended by circumstances set forth in this Agreement. Following the expiration of
the term, this Agreement shall be deemed terminated and of no further force and effect. Said
termination of the Agreement shall not affect any right or duty created by City approvals for the
Property adopted prior to, concurrently with, or subsequent to the approval of this Agreement
nor the obligations of Sections 20, 24 or 25 of this Agreement. In the event that litigation is filed
by a third party (defined to exclude City and Landowners or any assignees of Landowner) which
seeks to invalidate this Agreement or the Project Approvals, the expiration date of this
Agreement shall be extended for a period equal to the length of time from the time the summons
and complaint and/or petition are served on the defendant(s) until the judgment entered by the
court is final and not subject to appeal; provided, however, that the total amount of time for
which the expiration date shall be extended as a result of such litigation shall not exceed four
years.
5.3. Attomatic Termination Up-gn Comoletion and. Sae of Resigential
L&t. This Agreement shall automatically be terminated, without any further action by either
party or need to record any additional document, with respect to any single-family residential lot
within a parcel designated by the Project Approvals for residential use, upon completion of
construction and issuance by the City of a final occupancy permit for a dwelling unit upon such
residential lot and conveyance of such improved residential lot by Landowner to a bona -fide
good -faith purchaser thereof. In connection with its issuance of a final inspection for such
improved lot, City shall confirm that all improvements, which are required to serve the lot, as
determined by City, have been accepted by City. Termination of this Agreement for any such
residential lot as provided for in this Section shall not in any way be construed to terminate or
modify any assessment district or Mello -Roos Community Facilities District lien affecting such
lot at the time of termination.
6. Use of P rt .
6.1. Ygsted Right to Develop. Landowner shall have the vested right to
develop the Project in accordance with the terms and conditions of this Agreement, the Project
Approvals, the City's existing policies, standards and ordinances (except as expressly modified
by this Section 6.1 and Section 8.3) and any amendments to any of them as shall, from time to
time, be approved pursuant to this Agreement. Landowner's vested right to develop the
Property shall be subject to subsequent approvals; provided however, except as provided in
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Section 6.3, that any conditions, terms, restrictions and requirements for such subsequent
approvals shall not prevent development of the Property for the uses, or reduce the density and
intensity of development, or limit the rate or timing of development set forth in this Agreement,
so long as Landowner is not in default under this Agreement. Notwithstanding the vested rights
granted herein, Landowner agrees that the following obligations, which are presently being
developed, shall apply to development of the Property:
6.1.1 Payment of a development fee for a proportionate share of the
cost of the Highway 99 overpass at Harney Lane.
6.1.2 Payment of Agricultural Land Mitigation fee, as identified in
Mitigation Measure 3.7.2, pursuant to the ordinance and/or
resolution to be adopted by the City of Lodi. The Parties agree
that Landowner may satisfy this obligation through compliance
with the obligation set forth in Section 2B of the Settlement
Agreement assuming the obligation in Section 2B remains in full
force and effect. Any acreage not mitigated through the
Settlement Agreement will remain subject to the Mitigation
Measure 3.7.2.
6.1.3 Payment of Electric Capital Improvement Mitigation fee (see
Section 6.4.10) pursuant to the ordinance and/or resolution to be
adopted by the City of Lodi. The fee for the first 150 Planned
Residential Low Density residential units shall be the fee in effect
as of the Effective Date of this Agreement. All other residential
units, commercial and office development shall pay the fee in
effect at the time the fee is collected.
6.1.4 Payment of development fee for proporionate share of the costs of
the of designing and constructing a water treatment system and/or
percolation system for treatment of water acquired from
Woodbridge Irrigation District (see Section 6.4.7) pursuant to the
ordinance an/or resolution to be adopted by the City of Lodi.
With regards to the fees identified in Sections 6.1.1, 6.1.2, 6.1.3, and 6.1.4 and these fees only,
Landowner hereby consents to their imposition as conditions of approval on any discretionary or
ministerial land use entitlement subsequently granted by the City including but not limited to
issuance of building permits. City agrees that the fees payable by the Landowner pursuant to
Sections 6.1.1, 6.1.2, 6.1.3 and 6.1.4 shall be adapted in conformance with applicable law, and
shall apply uniformly to all new development on properties within the City that are zoned
consistent with the Project Approvals, or apply uniformly to all new development on properties
that are similarly situated, whether by geographic location or other distinguishing circumstances.
Except for the fees identified in this Agreement including but not limited to the Project
Approvals, Sections 6.1.1, 6.1.2, 6.1.3, 6.1.4 and 8.3, no other subsequently enacted
development or capital fee shall be imposed as a condition of approval on any discretionary or
ministerial decision. The Parties acknowledge and agree that the fees applicable to the
development pursuant to the Project Approvals and this Agreement may be increased during
the term of this Agreement provided that the increased fees are adopted in conformance with
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applicable law, apply uniformly to all new development on properties within the City that are
zoned consistent with the Project Approvals, or apply uniformly to all new development on
properties that are similarly situated, whether by geographic location or other distinguishing
circumstances.
6.2. PLrmitted Uses. The permitted uses of the Property, the density and
intensity of use, the maximum height and size of proposed buildings, provisions for reservation
or dedication of land for public purposes, location and maintenance of on-site and off-site
improvements, location of public utilities and other terms and conditions of development
applicable to the Property, shall be those set forth in this Agreement, the Project Approvals and
any amendments to this Agreement or the Project Approvals. City acknowledges that the
Project Approvals provide for the land uses and approximate acreages for the Property as set
forth in Exhibit B-1 and Exhibit B-2.
Landowner acknowledges that the Project Approvals anticipate a mixed-use project that
includes office, retail, commercial, residential, pubiic/quasi-public, open space, and park uses
as proposed by the Landowner. Landowner and City agree that the mix of land uses proposed,
including specifically the office development for Blue Shield and the retail development, are
necessary to provide an appropriate mix of land uses to promote economic development, a
jobs -housing balance and public welfare for the residents of the project and the City and that the
public benefits required of the Landowner in this Agreement are established at their identified
level based upon the existence of that balance. With regards to the property designated in the
Project Approvals for office and commercial development, Landowner agrees that during the
term of this Agreement Landowner will not request and/or pursue a general plan amendment or
zone change to authorize any other type of land use on the office and commercial properties
without first obtaining the consent of the City which the City may, in its sole and absolute
discretion, withhold. The obligation set forth in this paragraph shall terminate as to the office
property upon the occupancy of the proposed office development by Blue Shield.
6.3. Moratorium, Quotas,Restrictions or Other Growth Limilations.
Landowner and City intend that, except as otherwise expressly provided in this Agreement, this
Agreement shall vest the Project Approvals against subsequent City resolutions, ordinances and
initiatives approved by the City Council or the electorate that directly or indirectly limit the rate,
timing, or sequencing of development, or prevent or conflict with the permitted uses, density
and intensity of uses or the right to receive public services as set forth in the Project Approvals;
provided however, Landowner shall be subject to rules, regulations or policies adopted as a result
of changes in federal or state law (as provided in Section 7.3) which are or have been adopted on
a uniformly applied, City-wide or area -wide basis, in which case City shall treat Landowner in a
uniform, equitable and proportionate manner with all properties, public and private, which are
impacted by the changes in federal or state law.
6.3.1 Allocations Under City Growth Manaaernent Program
a. Allocations Required Prior to Mao A,poroval
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Consistent with the City's Growth Management Program, which shall apply to the Project,
except as otherwise provided herein, no tentative map for any portion of the Property shall be
issued until such time as Landowner has obtained allocations for each residential unit within the
area covered by such map, consistent with the Growth Management Ordinance (Ordinance
1521), codified as Section 15.34 of the City of Lodi Municipal Code.
b. Schedule of Allocation of Residential Units
The following schedule of residential unit allocations shall apply to the Project.
0 Initial Allocation:
As of the Effective Date of this Agreement, the following number of residential units shall be
initially allocated to the Project from the City's reserve of unused allocations ("Initial Allocation"):
150 low density units (Planned Residential Low Density)
200 high density units.
Except for the requirement set forth in Section 6.3.1(a) above the Initial Allocation shall be
exempt from the provisions of the Growth Management Ordinance and Resolutions 91-170 and
91-171 (timing and point system requirements).
ii Subsequent Annual Allocations:
As of the Effective Date of this Agreement, Landowner shall be entitled to apply for future
annual allocations in three-year increments, and on a rolling basis. Provided that Landowner
otherwise compiles with the City's Growth Management Program, Landowner shall be entitled to
annual allocations ("Annual Allocations") under the Program for seventy-three (73) Planned
Residential low density residential units, each year, for eight (8) years after the Effective Date or
for the term of this Agreement including any extension thereto granted pursuant to Section 5.2.
The total number of Planned Residential low density allocations granted hereunder shall be
limited to the number of Planned Residential low density units approved in the Project
Approvals. The use of such allocations shall be restricted to the year for which such allocations
were made, consistent with the Growth Management Ordinance.
Landowner is not required to apply for such allocations on an annual basis. Landowner may
instead comply with all development plan and related requirements under the Growth
Management Ordinance and Resolutions 91-170 and 91-171 every third year, at which time
Landowner may apply for allocations for the next three-year period. After the expiration of the
year for which an Annual Allocation was issued to Landowner, Landowner may submit a request
and be issued by the City another Annual Allocation, such that Landowner may maintain, on a
rolling basis, a number of allocations equal to three Annual Allocations. Except for allowing the
Landowner this flexibility in terms of the number of years for which Landowner may apply, all
requests for Annual Allocations must otherwise comply with the Growth Management Ordinance
and Resolutions 91-170 and 91-171.
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The requirement that Landowner apply for Annual Allocations does not alter the vested rights of
the Project, specifically as to the General Pian and zoning designation of the Project.
(c) Growth Management Ordinance in full force and effect:
Except where otherwise specifically stated herein, nothing in this section 6.3.1 is intended to
modify in any way the City's Growth Management Program, including its exemptions under
Section 15.34.040 (e.g., for commercial and industrial projects, and senior citizen housing).
Section 6.3.2 Future Growth Control Ordinances/Policies, Etc.
(a) One of the specific purposes of this Agreement is to assure
Developer that, during the term of this Agreement no growth -management ordinance, measure,
policy, regulation or development moratorium of City adopted by the City Council or by vote of
the electorate after the Effective Date of this Agreement will apply to the Property in such a
manner so as to the reduce the density of development, modify the permissible uses, or modify
the phasing of the development as set forth in the Project Approvals_
(b) Therefore, the parties hereto agree that, except as otherwise
expressly provided in the Project Approvals, Sections 6.1, 6.3.1 or 6.4 or other provision of this
Agreement which expressly authorize City to make such pertinent changes, no ordinance,
policy, rule, regulation, decision or any other City action, or any initiative or referendum voted on
by the public, which would be applicable to the Project and which would affect in any way the
rate of development, construction and build out of the Project, or limit the Project's ability to
receive any other City service shall be applicable to any portion of the Project during the term of
this Agreement, whether such action is by ordinance, enactment, resolution, approval, policy,
rule, regulation, decision or other action of City or by public initiative or referendum.
(c) City, through the exercise of either its police power or its
taking power, whether by direct City action or initiative or referendum, shall not establish, enact
or impose any additional conditions, dedications, fees or other exactions, policies, standards,
laws or regulations, which directly relate to the development of the Project except as provided in
Sections 6.1, 6.3.1, or 6.4 herein or other provision of this Agreement which expressly allows
City to make such changes. Nothing herein prohibits the Project from being subject to a (i) City-
wide bond issue, (ii) City -Wide special or general tax, or (iii) special assessment for the
construction or maintenance of a City-wide facility as may be voted on by the electorate or
otherwise enacted; provided that such tax, assessment or measure is City-wide in nature, does
not discriminate against the land within the Project and does not distinguish between developed
and undeveloped parcels.
(d) This Agreement shall not be construed to limit the authority of City to
charge processing fees for land use approvals, public facilities fees and building permits as they
relate to plumbing, mechanical, electric or fire code permits, or other similar permits and
entitlements which are in force and effect on a city-wide basis at the time those permits are
applied for, except to the extent any such processing regulations would be inconsistent with this
Agreement.
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(e) Notwithstanding subdivision (b), the City may condition or deny a
permit, approval, extension, or entitlement if it determines any of the following:
(1) A failure to do so would place the residents of the Project
or the immediate community, or both, in a condition dangerous to their
health or safety, or both.
(2) The condition or denial is required in order to comply with
state or federal law (see Section 7.3). .
6.4. Additional Conditions.
6.4.1. Timing of Dedication$ ,jnd ImoroyMeAt_s of Parks
Landowner agrees to dedicate park land and complete construction of all the park
improvements as described and set forth in the Project Approvals at its sole cost and expense.
Landowner shall be entitled to a credit against any applicable Quimby Act fees or land
dedication requirments for the value of any improvements constructed or equipment installed
with the parks on the Property. The phasing of such improvements shall be in compliance with
the Phasing Schedule attached hereto as Exhibit H.
6.4.2. Rehabilitation of Fifty Existina Residential Unf
Landowner agrees that within eight years of the Effective Date of this Agreement, Landowner
shall either rehabilitate or pay the costs up to a total of $1,250,000 of rehabilitating fifty single-
family or multi -family residential units within the area bounded by the Union Pacific railroad
tracks, Cherokee Lane, Kettleman Lane and Lockford Street. To satisfy this obligation,
Landowner may pay to rehabilitate residential units owned by others or may purchase,
rehabilitate and sell or rent said residential units. The City shall have the right to approve the
residential units selected for rehabilitation; said approval shall not be unreasonably withheld by
the City.
The improvements required herein to facilitate rehabilitation of residential units may include
landscaping, painting, roof repair, replacement of broken windows, sidewalk repairs, non-
structural architectural improvements, and demolition and reconstruction of residential units.
All work performed pursuant to this section shall be done pursuant to properly issued building
permits as required by City of Lodi ordinances. As part of the annual review required pursuant to
Section 13, Landowner shall report on work completed during the prior year towards meeting
the obligations set forth in this paragraph.
In the event that Landowner has not satisfied this obligation within eight years from the Effective
Date, Landowners shall pay the City twenty-five thousand dollars ($25,000) per residential unit
for each of the fifty (50) units that have not been rehabilitated as set forth above. The funds paid
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shall be placed in a dedicated city fund to be used for housing rehabilitation grants or loans
within the area specified hereinabove.
6.4.3. Payment of Downtown Impact Feq
Prior to issuance of building permits for any commercial development with the Project,
Landowner shall pay a Downtown Impact Fee of sixty cents (0.60) per gross square foot of
General Retail Commercial development or four dollars and fifty cents ($4.50) per square foot of
"Big Box Retail Use" as defined in the Final EIR for the Reynolds Ranch Project to the City for
use by the City as rehabilitation grant or loan funding for businesses within "Downtown" area of
Lodi, defined as the area described in the June 1997 Downtown Development Standards and
Guidelines plus the Pine Street Corridor extending to Washington Street. The funds provided
pursuant to this section may only be used by the City for grants or loans to business owners
within the "downtown" area for capital improvements to their properties. The grants or loans
provided through this funding shall be made available for disbursement beginning January 1,
2010. City shall administer the grant or loan program and shall be solely responsible for
disbursement of funds to recipients.
As an alternative method to satisfy the obligation set forth in this section, Landowner may
provide capital improvements (including, but not limited to enhancements to the building
architecture) to a commercial building or commercial buildings owned or rented by Landowner
within the Downtown area. In the event that Landowner completes capital improvements to a
commercial building or commercial buildings it owns or rents within the Downtown area prior to
January 1, 2010, Landowner shall be entitled to a refund of the funds it has paid pursuant to this
section up to the lesser of the value capital improvements constructed or the funds paid to date.
Landowner shall not be entitled to a credit for architectural, engineering, permit fees or other
soft costs related to the capital improvements. To the extent that Landowner desires to satisfy
the obligation of this section through capital improvements to property owned or rented by
Landowner, the value of the improvements shall be a minimum of $210,000 assuming all retail
development in the Project is General Retail Commercial. This minimum amount shall be
increased commensurate with the increased price per square foot payable for the gross square
feet for "Big Box Retail Use" for each gross square foot of retail space used as "Big Box Retail
Use" commercial.
6.4.4 Payment of Utility ggit Fees The Lodi Electric Utility is a
city -owned and operated utility that provides electrical utility services for residential, commercial
and industrial customers in Lodi. As the proposed project sites would be annexed to the City Of
Lodi, the Lodi Electric Utility would provide electrical utility services to the project sites. To the
extent that Landowner is assessed "exit fees," also known as "Cost Responsibility Surcharges,"
by Pacific Gas & Electric for its departing load, Landowner shall pay said fees when they are
due. Landowner may, at its option and at its own cost, request a Cost Responsibility Surcharge
Exemption from the California Energy Commission for any qualified departing load pursuant to
Title 20, California Code of Regulations, Section 1395, et. Seq. Forms for the exemption are
available on-line at httip://www.energy.ca.aov/exit feesldocuments/2004-02-
18 PGE EXEMP APPL.PDF City makes no representation that Landowner is eligible for
exemptions pursuant to these regulations.
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6./ 5 Mainjenang„e of Specified Public Imroy2MW
Landowner agrees to provide or pay for all park, median strip, and other landscaping
maintenance and repairs for two years for lands dedicated by the Landowner to the City and
accepted by the City. In the event that Landowner chooses to pay the City for the costs of
maintenance and repair, the City shall provide an estimate of the annual costs and the
Landowner shall pay the full amount within thirty calendar days after the City by U.S. Mail or
email, transmits the estimate to the Landowner. If the amount paid to the City exceeds the
actual amount incurred by the City plus reasonable staff costs to administer the contract, the
City shall, within a reasonable period of time, refund the difference to the Landowner.
6.4.6 Fire Station Land Dedication and Payment of
Censtructtn and Equipment Costs
6.4.6.1 Fire Station Design and Construction
Not later than December 31, 2008, Landowner shall dedicate, free and clear of encumbrances,
one acre of land located at _ for a fire station. Landowner shall
contribute two million U.S. dollars ($2,000,000) to the City for design and construction of the fire
station and the necessary fixtures and furnishings at the fire station. The amount payable
hereunder shall be paid based upon the following schedule of payments:
Payment Due Date
Payment Amount
T
1. One year after issuance of the first building
permit issued pursuant to the Project Approvals or
December 31, 2008 whichever is earlier
$500,000
2. One year after the first payment due date or
December 31, 2x09 whichever is earlier
$750,000
3. Two years after the first payment due date or
December 31, 2010 whichever is earlier
$750,000
Landowner acknowledges that City will enter into a contract to construct the Fire Station and will
incur the full costs of the construction upon execution: of the construction contract. As
consideration for City's agreement to authorize payment of the design and construction costs in
installment payments, Landowner agrees to provide a letter of credit payable to the City, in a
form reasonably acceptable to the City Attorney, in an amount sufficient to cover the installment
payments due after the first payment is made. City agrees that Landowner may substitute a
letter of credit, in a form reasonably acceptable to the City Attorney, for a lesser amount upon
payment of each installment payment by the Landowner. Upon delivery of such replacement
letter of credit and its approval as to form by the City Attorney, the City will release and convey
to Landowner the prior letter of credit.
6.4.6.2 Fire Equipment
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Not later than December 31, 2010, Landowner shall pay the City five hundred thousand U.S.
dollars ($500,000) as a contribution towards the purchase of fire station apparatus.
6.4.7 Water Treatment and or Per ola n Costs Landowner
shall pay a fee based on the proportionate share of the costs of designing and constructing a
water treatment system and/or percolation system for treatment of water acquired by the City
from the Woodbridge Irrigation District. Landowner shall pay the fee as required under the fee
program to be development by the City, but in no event later than when water service
connection for each residential, office and commercial unit is provided.
6.4.8 Public Art on Property Prior to issuance of a certificate of
occupancy for the 151s r� esidential unit on the Property, Landowner shall obtain City approval
for and install public art on the retail portion of the Project. The value of the public art installed
shall be equal to $60,000 inclusive of design and installation costs, which together shall not
exceed $10,000. The public art shall be installed in a place within the Project that is visible from
the public right-of-way or from an area or areas that provides public access. Landowner shall
provide maintenance of the public art. Landowner shall be eligible to apply for City matching
grant for the public art up to a maximum amount of $40,000. The parties agree that any
matching grant provided by the City shall be in addition to the $60,000 contribution provided by
Landowner pursuant to the section and shall be subject to any and all conditions normally
imposed as part of the issuance of a grant by the City.
6.4.9 Animal. Shelter Not later than one year after issuance of the
first building permit for a residential unit, Landowner shall pay to the City fifty thousand U.S.
dolars ($50,000) as a contribution towards either (1) the design and construction costs of a new
or reconstructed animal shelter or (2) the costs of programs operated at the animal shelbr.
6.4.10 Utility Line Extension City is preparing a policy pursuant to
which property developed will pay the actual costs of capital improvements necessary to extend
uti#ty services to a development. Landowner acknowledges that such an extension is
necessary to implement the Project Approvals on the Property. Landowner agrees to pay the
City, pursuant to the policy to be adopted by the City, the costs of the capital improvements
necessary to extend utility services to the Property. The fee for the first 150 Planned
Residential Low Density residential units shall be the fee in effect as of the Effective Date of this
Agreement. All other residential units, commercial and office development shall pay the fee in
effect at the time the fee is collected.
6.4.11, lmglementation of Ohliaaijions Arising from Settlement
Gwernmeet and theT of Lodi Pursuant to a separate agreement ("Settlement
-QbAgreement") between the City of Lodi, Landowner and Citizens for Open Government
(collectively "Settlement Agreement Parties"), attached hereto as Exhibit I and incorporated
herein by reference, the Settlement Agreement Parties agree, effectively immediately, to the
rights, requirements, and obligations of sections ` W U of the Settlement Agreement,
as indicated in Exhibit I.
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Pursuant to Settlement Agreement, the Settlement Agreement Parties further agree that
all remaining provisions of the Settlement Agreement shall only become effective or shall
become partially ineffective as set forth in sections 2.1.1 and 2.1.2 of the Settlement Agreement,
attached as Exhibit I.
6.5 Annexation
The ability to proceed with development of the Property pursuant to the Project
Approvals shall be contingent upon the annexation of the Property into the City. Pending such
annexation, Landowner may, at its own risk, process tentative parcel maps and tentative
subdivision maps and improvement or construction pians and City may conditionally approve
such tentative maps and/or improvement plans in accordance with the Entitlements, provided
City shall not approve any final parcel map or final subdivision map for recordation nor approve
the issuance of any grading permit for grading any portion of the Property or building permit for
any structure within the Property prior to the annexation of the Property to the City.
City shall use its best efforts and due diligence to initiate such annexation process,
obtain the necessary approvals and consummate the annexation of the Property into the City,
including entering into any annexation agreement that may be required in relation thereto,
subject to the City's review and approval of the terms thereof. Landowner shall be responsible
for the costs reasonably and directly incurred by the City to initiate, process and consummate
such annexation, the payment of which shall be due in advance, based on the City's estimate of
such cost, and thereafter as and when the City provides an invoice(s) for additional costs
incurred by City therefore in excess of such estimate.
7. AQplicablle Rules. Regulations, Fees and Official Policies.
7.1. Rules Regarding Permitted .Us211 Except as provided in this
Agreement, the City's ordinances, resolutions, rules, regulations and official policies governing
the permitted uses of the Property, the density and intensity of use, the rate timing and
sequencing of development, the maximum height and size of proposed buildings, and
provisions for reservation and dedication of land shall be those in force on the Effective Date of
this Agreement. Except as provided in Section 8.2, this Agreement does not vest Landowner's
rights to pay development impact fees, exactions and dedications, processing fees, inspection
fees, plan checking fees or charges.
7.2. Rules Regarding Design and Conslrugtion. Unless otherwise
expressly provided in this Agreement, all other ordinances, resolutions, rules, regulations and
official policies governing design, improvement and construction standards and specifications
applicable to the Project and to public improvements to be constructed by the Landowner shall
be those in force and effect at the time the applicable permit approval is granted.
7.3. Changes in State or Federal Law. This Agreement shall not preclude
the application to development of the Property of changes in City laws, regulations, plans or
policies, the terms of which are specifically mandated and required by changes in State or
Federal laws or regulations.
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7.4. LlWorm orm Cgdej Applijable. Unless otherwise expressly provided in this
Agreement, the Project shall be constructed in accordance with the provisions of the Uniform
Building, Mechanical, Plumbing, Electrical and Fire Codes, City standard construction
specifications, and Title 24 of the California Code of Regulations, relating to Building Standards,
in effect at the time of approval of the appropriate building, grading, encroachment or other
construction permits for the Project. If no permits are required for infrastructure improvements,
such improvements will be constructed in accordance with the provisions of the Uniform
Building, Mechanical, Plumbing, Electrical and Fire Codes, City standard construction
specifications, and Title 24 of the California Code of Regulations, relating to Building Standards,
in effect at the start of construction of such infrastructure.
8. Existing Fees, Newly Enacted Fees, Dedications. Assessments and Taxes.
8.1. P Vpeglina Fees and Charges. Landowner shall pay those processing,
inspection, and plan check fees and charges required by City under then current regulations for
processing applications and requests for permits, approvals and other actions, and monitoring
compliance with any permits issued or approvals granted or the performance of any conditions
with respect thereto or any performance required of Landowner hereunder.
8.2. E)dstina Fees. Exactions and Dedications Landowner shall be
obligated to provide all dedications and exactions and pay all fees as required for the types of
development authorized by the Project Approvals as of the Effective Date of this Agreement.
With regards any fees applicable to residential development, the Parties agree that the fees
shall be payable at the earliest time authorized pursuant to the Government Code Section
66007 as it exists as of the Effective Date of this Agreement. The specific categories of fees
payable are listed below. The dedication and exaction obligations and fee amounts payable
shall be those obligations and fee amounts applicable as of the date that the Landowner's
application for the applicable vesting tentative map is deemed complete. For any development
for which the Landowner has not submitted a vesting tentative map, the dedication and exaction
obligations and fee amounts payable shall be those obligations and fee amounts applicable as
of the date the final discretionary approval for that development is granted by the City.
Standard City Development Impact Fees Payable by the Landowner includes:
1. Development Impact Fees (Lodi Municipal Code Chapter 15.64)
2. San Joaquin County Regional Transportation Impact Fee (Lodi Municipal Code
Chapter 15.65
3. County Facilities Fee (Lodi Municipal Code Chapter 15.66)
4. San ,Joaquin County Multi -Species Habitat Conservation and Open Space
Development Fee (Lodi Municipal Code Chapter 15.68)
8.3. N2N Development Impact Fees. Exactions and Dedications.
Landowner agrees to tate pay the development fees identified in Section 6.1, including
specifically subsections 6.1.1 through 6.1.4, of this Agreement. In addition, Landowner agrees
to pay any newly adopted sewer, water or electrical fees adopted in conformance with
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applicable law, and applied uniformly to new development on all properties within the City that
are zoned consistent with the Project Approvals, or applied uniformly to all new development on
properties that are similarly situated, whether by geographic location or other distinguishing
circumstances. With regards any fees applicable to residential development, the Parties agree
that the fees shall be payable at the earliest time authorized pursuant to the Government Code
Section 66007 as it exists as of the Effective Date of this Agreement.
Except as expressly provided herein, Landowner shall not be obligated to pay or provide any
development impact fees, connection or mitigation fees, or exactions adopted by City after the
Effective Date of this Agreement. Notwithstanding this limitation, Landowner may at its sole
discretion elect to pay or provide any fee or exaction adopted after the Effective Date of this
Agreement.
8.4. Fig Reduglions To the extent that any fees payable pursuant to the
requirements of Sections 8.1 are reduced after the operative date for determining the fee has
occurred, the Landowner shall pay the reduced fee amount.
9. Commurdity Facillies Dis ri . Formation of a Community Facilities District
for Public Improvemervis and Services.
9.1. IneIuslon In a Community Facilities District. Landowner agrees to
cooperate in the formation of a Community Facilities District pursuant to Government Code
Section 53311 et seq. to be formed by the City. The boundaries of the area of Community
Facilities District shall be contiguous with the boundaries of the Property excluding the portion of
land zoned for commercial or office development. Landowner agrees not to protest said district
formation and agrees to vote in favor of levying a special tax on the Property in an amount not
to exceed $600 per year per residential dwelling unit as adjusted herein. The special tax shall
be initiated for all residential dwelling units for which a building permit is issued, and shall
commence to be levied beginning the subsequent fiscal year after the building permit is issued.
Landowner acknowledges that the 2007-2008 special tax rate for the units in the Project will be
$600 per dwelling unit and that the special tax shall increase each year by 2% in perpetuity. A
vote by Landowner against the levying of the special tax or a vote to repeal or amend the
special tax shall constitute an event of default under this Agreement.
9.2. Use of Community Facilities District Revenues Landowner and City
agree that the improvements and services that may be provided with the special tax levied
pursuant to Section 9.1 may be used for the following improvements and services;
a. Police protection and criminal justice services;
b. Fine protection, suppression, paramedic and ambulance services;
C. Recreation and library program services;
d. Operation and maintenance of museums and cultural facilities;
e. Maintenance of park, parkways and open space areas dedicated to the
City;
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f. Flood and storm protection services;
g. Improvement, rehabilitation or maintenance of any real or personal
property that has been contaminated by hazardous substances;
h. Purchase, construction, expansion, improvement, or rehabilitation or any
real or tangible property with useful life of more than five years; and,
i. Design, engineering, acquisition or construction of public facilities with a
useful life of more that five years including:
1. Local park, recreation, parkway and open -space facilities,
2. Libraries,
3. Childcare facilities,
4. Water transmission and distribution facilities, natural gas, telephone,
energy and cable television lines, and
5. Government facilities.
Landowner and City agree that Property does not presently receive any of these services from
the City and that all of these services are new services.
9.3. Cammunity Facilities District for Rei n ial Pro - Financing.
In addition to the funding provided as part of the Community Facilities District identified in
Section 9.1, City acknowledges that Landowner may desire to finance the acquisition or
construction of a portion of the improvements described in Section 8.2 through the Community
Facilities District. The costs associated with the items identified in Section 8.2 shall be in
addition to the annual cost imposed to comply with Section 9.1. The following provisions shall
apply to any to the extent that the Landowner desires to fund any of the improvements set forth
in Section 8.2 through the Community Facilities District:
9.3.1 Issuance of Bonds. City and Landowner agree that, with
the consent of Landowner, and to the extent permitted by
law, City and Landowner shall use their best efforts to
cause bonds to be issued in amounts sufficient to achieve
the purposes of this Section.
9.3.2 Payment Prior to Issuance of Bonds. Nothing in this
Agreement shall be construed to preclude the payment by
an owner of any of the parcels to be included within the
CFD of a cash amount equivalent to its proportionate share
of costs for the improvements identified in Section 8.2, or
any portion thereof, prior to the issuance of bonds.
9.3.3 Private Financing. Nothing in this Agreement shall be
construed to limit Landowner's option to install the
improvements through the use of private financing.
9.3.4 Acquisition and Payment. City agrees that it shall use its
best efforts to allow and facilitate monthly acquisition of
completed improvements or completed portions thereof,
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and monthly payment of appropriate amounts for such
improvements to the person or entity constructing
improvements or portions thereof, provided City shall only
be obligated to use CFD bond or tax proceeds for such
acquisitions.
10. Processing of Subsequent Development Applications and BuNing Permits
Subject to Landowner's compliance with the City's application requirements including,
specifically, submission of required information and payment of appropriate fees, and assuming
Landowner is not in default under the terms and conditions of this Agreement, the City shall
process Landowner's subsequent development applications and building permit requests in an
expeditious manner. In addition, City agrees that upon payment of any required City fees or
costs, City will designate or retain, as necessary, appropriate personnel and consultants to
process Landowner's development applications and building permit requests City approvals in
an expeditious manner.
11. Reserved
12. Ann_ d 1snt or Cancellation.
12.1. WificAtign Because of Conflict to or F al aw . In the
event that State or Federal laws or regulations enacted after the. Effective Date of this
Agreement prevent or preclude compliance with one or more provisions of this Agreement or
require changes in plans, maps or permits approved by the City, the parties shall meet and
confer in good faith in a reasonable attempt to modify this Agreement to comply with such
federal or State law or regulation. Any such amendment or suspension of the Agreement shall
be approved by the City Council in accordance with the Municipal Code and this Agreement.
12.2. Amendment by Mutual Consent. This Agreement may be amended in
writing from time to time by mutual consent of the parties hereto and in accordance with the
procedures of State law and the Municipal Code.
12.3. InjUbstantial Amendmentu. Notwithstanding the provisions of the
preceding Section 12.2, any amendments to this Agreement which do not relate to (a) the term
of the Agreement as provided in Section 5.2; (b) the permitted uses of the Property as provided
in Sections 6.2 and 7.1; (c) provisions for reservation or dedication of land; (d) the location and
maintenance of on-site and off-site improvements; (e) the density or intensity of use of the
Project; (f) the maximum height or size of proposed buildings or (g) monetary contributions by
Landowner as provided in this Agreement shall not, except to the extent otherwise required by
law, require notice or public hearing before either the Planning Commission or the City Council
before the parties may execute an amendment hereto.
12.4. AWendrnert of Proiect Approvals. Any amendment of Project
Approvals relating to: (a) the permitted use of the Property; (b) provision for reservation or
dedication of land; (c) the density or intensity of use of the Project; (d) the maximum height or
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size of proposed buildings; (e) monetary contributions by the Landowner; (f) the location and
maintenance of on-site and off-site improvements; or (g) any other issue or subject not identified
as an "insubstantial amendment" in Section 12.3 of this Agreement, shall require an amendment
of this Agreement. Such amendment shall be limited to those provisions of this Agreement,
which are implicated by the amendment of the Project Approval. Any other amendment of the
Project Approval(s) shall not require amendment of this Agreement unless the amendment of
the Project Approval(s) relates specifically to some provision of this Agreement.
12.5. CMtcellation by Mutual Consent. Except as otherwise permitted
herein, this Agreement may be canceled in whole or in part only by the mutual consent of the
parties or their successors in interest, in accordance with the provisions of the Municipal Code.
Any fees paid pursuant to this Agreement prior to the date of cancellation shall be retained by
City.
13. Term of rroiect Approvell. Pursuant to California Government Code Section
66452.6(a), the term of any parcel map or tentative subdivision map shall automatically be
extended for the term of this Agreement.
14. Annual Review.
14.1. R_ gyiew DIJe. The annual review date for this Agreement shall occur
either within the same month each year as the month in which the Agreement is executed or the
month immediately thereefter.
14.2. Ir>fat, ,_ ion Qf Review. The City's Planning Director shall initiate the
annual review by giving to Landowner written notice that the City intends to undertake such
review. Within thirty (30) days of City's notice, Landowner shall provide evidence to the
Planning Director to demonstrate good faith compliance with the Development Agreement. The
burden of proof, by substantial evidence of compliance, is upon the Landowner. The City's
failure to timely initiate the annual review is not deemed to be a waiver of the right to do so at a
later date; accordingly, Landowner is not deemed to be in compliance with the Agreement by
virtue of such failure to timely initiate review.
14.3. Siff Reports. City shall deposit in the mail to Landowner a copy of all
staff reports, and related Exhibits, concerning contract performance at least three (3) days prior
to any annual review.
14.4. Cuts. Costs reasonably incurred by the City in connection with the
annual review shall be paid by Landowner in accordance with the City's schedule of fees and
biking rates in effect at the time of review.
14.5. Non-corniallance with Agreement: Hearing. If the Planning Director
determines, on the basis of substantial evidence, that Landowner has not complied in good faith
with the terms and conditions of the Agreement during the period under review, the City Council,
upon receipt of any report or recommendation from the Planning Commission, may initiate
proceedings to modify or terminate the Agreement, at which time an administrative hearing shall
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be conducted, in accordance with the procedures of State law. As part of that final
determination, the City Council may impose conditions that it considers necessary and
appropriate to protect the interest of the City.
14.6. AlMead of Determina ion. The decision of the City Council as to
Landowner's compliance shall be final, and any Court action or proceeding to attack, review, set
aside, void or annul any decision of the determination by the Council shall be commenced within
thirty (30) days of the final decision by the City Council.
15. Default. Subject to any applicable extension of time, failure by any party to
substantially perform any term or provision of this Agreement required to be performed by such
party shall constitute a material event of default ("Event of Default"). For purposes of this
Agreement, a party claiming another party is in default shall be referred to as the "Complaining
Party," and the party alleged to be in default shall be referred to as the "Party in Default." A
Complaining Parry shall not exercise any of its remedies as the result of such Event of Default
unless such Complaining Party first gives notice to the Party in Default as provided in Section
15.1.1, and the Party in Default fails to cure such Event of Default within the applicable cure
period.
15.1. Procedure Regarding Defauke.
15.1.1. Notice. The Complaining Party shall give written notice of
default to the Party in Default, specifying the default complained of by the Complaining Party.
Delay in giving such notice shall not constitute a waiver of any default nor shall it change the
time of default.
15.1.2. Cure. The Party in Default shall diligently endeavor to
cure, correct or remedy the matter complained of, provided such cure, correction or remedy
shell be completed within the applicable time period set forth herein after receipt of written
notice (or such additional time as may be deemed by the Complaining Party to be reasonably
necessary to correct the matter).
15.1.3. Failure to Assert. Any failures or delays by a
Complaining Party in asserting any of its rights and remedies as to any default shall not operate
as a waiver of any default or of any such rights or remedies. Delays by a Complaining Party in
asserting any of its rights and remedies shall not deprive the Complaining Party of its right to
institute and maintain any actions or proceedings, which it may deem necessary to protect,
assert, or enforce any such rights or remedies.
15.1.4. Notice of Default. If an Event of Default occurs prior to
exercising any remedies, the Complaining Party shall give the Party in Default written notice of
such default. If the default is reasonably capable of being cured within thirty (30) days, the Party
in Default shall have such period to effect a cure prior to exercise of remedies by the
Complaining Party. If the nature of the alleged default is such that it cannot, practicably be
cured within such thirty (30) day period, the cure shall be deemed to have occurred within such
thirty (30) day period if: (a) the cure shall be commenced at the earliest practicable date
854085-1 21
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following receipt of the notice; (b) the cure is diligently prosecuted to completion at all times
thereafter; (c) at the earliest practicable date (in no event later than thirty (30) days after the
curing party's receipt of the notice), the curing party provides written notice to the other party
that the cure cannot practicably be completed within such thirty (30) day period; and (d) the cure
is completed at the earliest practicable date. In no event shall Complaining Party be precluded
from exercising remedies if a default is not cured within ninety (90) days after the first notice of
default is given.
15.1.5. Legal Proceedings. Subject to the foregoing, if the Party
in Default fails to cure a default in accordance with the foregoing, the Complaining Party, at its
option, may institute legal proceedings pursuant to this Agreement or, in the event of a material
default, terminate this Agreement. Upon the occurrence of an Event of Default, the parties may
pursue all other remedies at law or in equity, which are not otherwise provided for or prohibited
by this Agreement, or in the City's regulations if any governing development agreements,
expressly including the remedy of specific performance of this Agreement.
15.1.6. Effegt of Termination. If this Agreement is terminated
following any Event of Default of Landowner or for any other reason, such termination shall not
affect the validity of any building or improvement within the Property which is completed as of
the date of termination, provided that such building or improvement has been constructed
pursuant to a building permit issued by the City. Furthermore, no termination of this Agreement
shall prevent Landowner from completing and occupying any building or other improvement
authorized pursuant to a valid building permit previously issued by the City that is under
construction at the time of termination, provided that any such building or improvement is
completed in accordance with said building permit in effect at the time of such termination.
16. Estoppel Certificate. Either Party may, at any time, and from time to time,
request written notice from the other Party requesting such Party to certify in writing that, (a) this
Agreement is in full force and effect and a binding obligation of the Parties; (b) this Agreement
has not been amended or modified either orally or in writing, or if so amended, identifying the
amendments; and (c) to the knowledge of the certifying Party the requesting Party is not in
default in the performance of its obligations under this Agreement, or if in default, to describe
therein the nature and amount of any such defaults. A Party receiving a request hereunder
shall execute and return such certificate within thirty (30) days following the receipt thereof, or
such longer period as may reasonably be agreed to by the Parties. City Manager of City shall be
authorized to execute any certificate requested by Landowner. Should the party receiving the
request not execute and return such certificate within the applicable period, this shall not be
deemed to be a default.
17. Mortgagee Protection: Certain Rights of Cure.
17.1. Miortuageg Protection. This Agreement shall be superior and senior to
any lien placed upon the Property, or any portion thereof after the date of recording this
Agreement, including the lien for any deed of trust or mortgage ("Mortgage"). Notwithstanding
the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any
Mortgage made in good faith and for value, but all the terms and conditions contained in this
854085-1 22
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Agreement shall be binding upon and effective against any person or entity, including any deed
of trust beneficiary or mortgagee ("Mortgagee") who acquires title to the Property, or any portion
thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.
17.2. MarWame Not Oblivated. Notwithstanding the provisions of Section
17.1 above, no Mortgagee shall have any obligation or duty under this Agreement, before or
after foreclosure or a deed in lieu of foreclosure, to construct or complete the construction of
improvements, or to guarantee such construction of improvements, or to guarantee such
construction or completion, or to pay, perform or provide any fee, dedication, improvements or
other exaction or imposition; provided, however, that a Mortgagee shall not be entitled to devote
the Property to any uses or to construct any improvements thereon, authorized by the Project
Approvals or by this Agreement, unless Mortgagee agrees to and does construct or complete
the construction of improvements, or guarantees such construction of improvements, or pays,
performs or provides any fee, dedication, improvements or other exaction or imposition as
required by the Project Approvals.
17.3. N9110 of Default to Mortgagee and Extension of Bight to Cure. If
City receives notice from a Mortgagee requesting a copy of any notice of default given
Landowner hereunder and specifying the address for service thereof, then City shall deliver to
such Mortgagee, concurrently with service thereon to Landowner, any notice given to
Landowner with respect to any claim by City that Landowner has committed an Event of Default.
Each Mortgagee shall have the right during the same period available to Landowner to cure or
remedy, or to commence to cure or remedy, the Event of Default claimed set forth in the City's
notice. City, through its City Manager, may extend the cure period provided in Section 15.1.2
for not more than an additional sixty (60) days upon request of Landowner or a Mortgagee.
18. Severaby. Except as set forth herein, if any term, covenant or condition of
this Agreement or the application thereof to any person, entity or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such
term, covenant or condition to persons, entities or circumstances other than those as to which it
is held invalid or unenforceable, shall not be affected thereby and each term, covenant or
condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law;
provided, however, if any provision of this Agreement is determined to be invalid or
unenforceable and the effect thereof is to deprive a Party hereto of an essential benefit of its
bargain hereunder, then such Party so deprived shall have the option to terminate this entire
Agreement from and after such determination.
19. Anolica Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
20. Attorne Fees and Costs_in Legal Actions By Parties to the Anreement.
Should any legal action be brought by either party for breach of this Agreement or to enforce
any provisions herein, the prevailing party to such action shall be entitled to reasonable
attorneys' fees, court costs, and such other costs as may be fixed by the Court.
854085-I 23
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21. Attorney Fess and Costs in Legal Actions By Third Parties to the
AAMMMgnt and Conti€ &d Permit ProcelAinA. If any person or entity not a party to this
Agreement initiates an action at law or in equity to challenge the validity of any provision of this
Agreement or the Project Approvals, the parties shall cooperate and appear in defending such
action. Landowner shall bear its own costs of defense as a real party in interest in any such
action, and Landowner shall reimburse City on an equal basis for all reasonable court costs and
attorneys' fees expended by City in defense of any such action or other proceeding. The City
agrees that in the event an action at law or in equity to challenge the validity of the Project
Approvals is filed by a third party other than by a state or federal agency, the City will continue
to process and approve permit applications that are consistent with and comply with the Project
Approvals unless a court enjoins further processing of permit applications and issuance of
permits.
22. Transfer€ and Assionments. From and after recordation of this Agreement
against the Property, Landowner shall have the full right to assign this Agreement as to the
Property, or any portion thereof, in connection with any sale, transfer or conveyance thereof,
and upon the express written assignment by Landowner and assumption by the assignee of
such assignment in the form attached hereto as Exhibit G, and the conveyance of Landowner's
interest in the Property related thereto, Landowner shall be released from any further liability or
obligation hereunder related to the portion of the Property so conveyed and the assignee shall
be deemed to be the "Landowner," with all rights and obligations related thereto, with respect to
such conveyed property. Prior to recordation of this Agreement, any proposed assignment of
this Agreement by Landowner shall be subject to the prior written consent of the City Manager
on behalf of the City and the form of such assignment shall be subject to the approval of the City
Attorney, neither of which shall be unreasonably withheld.
23. Agreement Runs with the Land. Except as otherwise provided for in Section
15 of this Agreement, all of the provisions, rights, terms, covenants, and obligations contained in
this Agreement shall be binding upon the parties and their respective heirs, successors and
assignees, representatives, lessees, and all other persons acquiring the Property, or any portion
thereof, or any interest therein, whether by operation of law or in any manner whatsoever. All of
the provisions of this Agreement shall be enforceable as equitable servitude and shall constitute
covenants running with the land pursuant to applicable laws, including, but not limited to,
Section 1468 of the Civil Code of the State of California. Each covenant to do, or refrain from
doing, some act on the Property hereunder, or with respect to any owned property; (a) is for the
benefit of such properties and is a burden upon such properties; (b) runs with such properties;
and (c) is binding upon each party and each successive owner during its ownership of such
properties or any portion thereof, and shall be a benefit to and a burden upon each party and its
property hereunder and each other person succeeding to an interest in such properties.
24. Bankrupj&y. The obligations of this Agreement shall not be dischargeable in
bankruptcy.
25. IndernniffRation. Landowner agrees to indemnify, defend and hold harmless
City, and its elected and appointed councils, boards, commissions, officers, agents, employees,
and representatives from any and all claims, costs (including legal fees and costs) and liability
8514085-1 24
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for (1) any personal injury or property damage which may arise directly or indirectly as a result
of any actions or inactions by the Landowner, or any actions or inactions of Landowner's
contractors, subcontractors, agents, or employees in connection with the construction,
improvement, operation, or maintenance of the Property and the Project, provided that
Landowner shall have no indemnification obligation with respect to the gross negligence or
willful misconduct of City, its contractors, subcontractors, agents or employees or with respect to
the maintenance, use or condition of any improvement after the time it has been dedicated to
and accepted by the City or another public entity (except as provided in an improvement
agreement or maintenance bond) and (2) any additional mitigation required, including but not
limited to payment of any mitigation fees that may be imposed, as a result of a lawsuit filed by a
third party challenging or seeking to invalidate the Project Approvals.
26. Insuranrt.
26.1. P lic. Liability and Property Damage Insurance. At all times that
Landowner is constructing any improvements that will become public improvements, Landowner
shell maintain in effect a policy of comprehensive general liability insurance with a
per -occurrence combined single limit of not less than two million ($2,000,000) dollars and a
deductible of not more than fifty thousand ($50,000) dollars per claim. The policy so maintained
by Landowner shall name the City as an additional insured and shall include either a severability
of interest clause or cross -liability endorsement.
26.2. ftrkers' compensation Insurance. At all times that Landowner is
constructing any improvements that will become public improvements, Landowner shall
maintain Workers' Compensation insurance for all persons employed by Landowner for work at
the Project site. Landowner shall require each contractor and subcontractor similarly to provide
Workers' Compensation insurance for its respective employees. Landowner agrees to
indemnify the City for any damage resulting from Landowner's failure to maintain any such
insurance.
26.3. E]ddence of Insurangt. Prior to commencement of construction of any
improvements which will become public improvements, Landowner shall furnish City satisfactory
evidence of the insurance required in Sections 26.1 and 26.2 and evidence that the carrier is
required to give the City at least fifteen (15) days prior written notice of the cancellation or
reduction in coverage of a policy. The insurance shall extend to the City, its elective and
appointive boards, commissions, officers, agents, employees and representatives and to
Landowner performing work on the Project.
27. Excuse for Nonperformance. Landowner and City shall be excused from
performing any obligation or undertaking provided in this Agreement, except any obligation to
pay any sum of money under the applicable provisions hereof, in the event and so long as the
performance of any such obligation is prevented or delayed, retarded or hindered by act of God,
fire, earthquake, flood, explosion, action of the elements, war, invasion, insurrection, riot, mob
violence, sabotage, inability to procure or general shortage of labor, equipment, facilities,
materials or supplies in the open market, failure of transportation, strikes, lockouts,
condemnation, requisition, laws, orders of governmental, civil, military or naval authority, or any
854085-1 25
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other cause, whether similar or dissimilar to the foregoing, not within the control of the Party
claiming the extension of time to perform. The Party claiming such extension shall send written
notice of the claimed extension to the other Party within thirty (30) days from the
commencement of the cause entitling the Party to the extension.
28. Third P@W Reneficiaries. This Agreement is made and entered into for the
sole protection and benefit of the Landowner and, the City and their successors and assigns.
No other person shall have any right of action based upon any provision in this Agreement.
29. Notices. All notices required by this Agreement, the enabling legislation, or the
procedure adopted pursuant to Government Code Section 65865, shall be in writing and
delivered in person or sent by certified mail, postage prepaid.
Notice required to be given to the City shall be addressed as follows:
CITY OF LODI
City Manager
P.O. Box 3006
Lodi, CA 95241-1910
Notice required to be given to the Landowner shall be addressed as follows:
SAN JOAQUIN VALLEY LAND COMPANY, LLC
Eimer party may change the address stated herein by giving notice in writing to the other party,
and thereafter notices shall be addressed and transmitted to the new address.
30. Form of, areer9nt: Recordation Exhibits. Except when this Agreement is
aufomatica#y terminated due to the expiration of the Term of the Agreement or the provisions of
Section 5.3 (Automatic Termination Upon Completion and Sale of Residential Lot), the City shall
cause this Agreement, any amendment hereto and any other termination of any parts or
provisions hereof, to be recorded, at Landowner's expense, with the county Recorder within ten
(10) days of the effective date thereof. Any amendment or termination of this Agreement to be
recorded that affects less than all of the Property shall describe the portion thereof that is the
subject of such amendment or termination. This Agreement is executed in three duplicate
originals, each of which is deemed to be an original. This Agreement consists of _ pages and
Exhibits, which constitute the entire understanding and agreement of the parties.
31. Further Assurances. The Parties agree to execute such additional instruments
and to undertake such actions as may be necessary to effectuate the intent of this Agreement.
32. City Cogoration. The City agrees to cooperate with Landowner in securing all
permits which may be required by City. In the event State or Federal laws or regulations
enacted after the Effective Date, or action of any governmental jurisdiction, prevent delay or
854085-1 26
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preclude compliance with one or more provisions of this Agreement, or require changes in
plans, maps or permits approved by City, the parties agree that the provisions of this Agreement
shall be modified, extended, or suspended as may be necessary to comply with such State and
Federal laws or regulations or the regulations of other governmental jurisdictions. Each party
agrees to extend to the other its prompt and reasonable cooperation in so modifying this
Agrement or approved plans.
IN WITNESS WHEREOF, the City of Lodi, a municipal corporation, has authorized the
execution of this Agreement in duplicate by its Mayor and attested to by its City Clerk under the
authority of Ordinance No. , adopted by the City Council of the City of Lodi on the
_A_ day of —_ , 2006, and Landowner has caused this Agreement to be executed.
"CITY"
CITY OF LODI,
a municipal corporation
By:
Name: Blair King
Its: City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
854085-1 27
Version 6 8/23/2006
"LANDOWNER"
SAN JOAQUIN VALLEY LAND COMPANY,
LLC
By:
Name:
Its:
Exhibit A-1:
Exhibit A-2:
Exhibit B:
Exhibit B-1:
Exhibit C-1:
Exhibit C-2:
Exhibit D:
Exhibit E:
Exhibit F:
Exhibit G:
Exhibit H:
Exhibit I:
854085-1
Version 6 8/23/2006
EXMBIT LIST
Legal Description of the Property
Diagram of the Property
General Plan Land Use Map
Zoning Map for Project Site
Reserved
Reserved
Development Plan and Infrastructure Map for the Property
Growth Management Allocations
Annexation Approvals
Form of Assignment
Schedule of improvements
Settlement Agreement among San Joaquin Valley Land
Company, LLC, Citizens for Open Government and the City of
Lodi
EXHIBIT A-1
LEGAL DESCRIPTION OF THE PROPERTY
The land referred to herein is situated in the State of California, County of San Joaquin,
Cita of Lodi, and is described as follows:
854085-1
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EXHIBIT "A"
July 5, 2406
DESCRIPTION OF THE PROPOSED
REYNOLDS RANCH ANNEXATION TO THE CITY OF LODI
San Joaquin County, California
THAT PORTION OF SECTION 24, TOWNSHIP 3 NORTH, RANGE 6 EAST,
MOUNT DIABLO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED
AS FOLLOWS;
COMMENCING AT THE ONE-QUARTER SECTION CORNER BETWEEN
SECTIONS 13 AND 24 TOWNSHIP 3 NORTH, RANGE 6 EAST, MOUNT DIABLO
BASE AND MERIDIAN; THENCE S2°36'30"E, 25.00 FEET; THENCE PARALLEL
TO THE NORTHERN BOUNDARY OF SECTION 24, S87°24'00"W, 1221.31 FEET
MORE OR LESS TO THE EASTERN BOUNDARY OF THE UNION PACIFIC
RAILROAD RIGHT OF WAY; THENCE ALONG THE EASTERN BOUNDARY OF
THE UNION PACIFIC RAILROAD RIGHT OF WAY, S3008'OOW, 2635.02 FEET
MORE OR LESS TO THE EAST -WEST ONE-QUARTER SECTION LINE OF
SECTION 24; THENCE ALONG THE EAST -WEST ONE-QUARTER SECTION
LINE OF SECTION 24, N87°48'30"E, 4002.43 FEET MORE OR LESS TO THE
WEST RIGHT OF WAY BOUNDARY OF STATE ROUTE 99 AS CREATED BY
HIGHWAY COMMISSION RESOLUTION OF RELINQUISHMENT NUMBER B854
AS PASSED BY THE CALIFORNIA HIGHWAY COMMISSION ON NOVEMBER
16,1966; THENCE ALONG THE WEST RIGHT OF WAY BOUNDARY OF STATE
ROUTE 99 THE FOLLOWING COURSES: NO°40'00"W, 2352.47 FEET; THENCE
N2023'00"W, 74.09 FEET; THENCE ALONG A CURVE TO THE LEFT WITH A
RADIUS OF 180.00 FEET, THROUGH A CENTRAL ANGLE OF 90°13'32", A
DISTANCE OF 283.45 FEET; THENCE S87°23'29"W, 175.07 FEET; THENCE
ALONG A CURVE TO THE RIGHT, WITH A RADIUS OF 20.00 FEET, THROUGH
A CENTRAL ANGLE OF 90000'00", A DISTANCE OF 31.42 FEET; THENCE
N2°36'31 "W, 25.15 FEET MORE OR LESS TO A POINT 25.00 FEET SOUTH OF
THE NORTH BOUNDARY OF SECTION 24 AS MEASURED AT A RIGHT ANGLE
TO THE NORTH BOUNDARY OF SECTION 24; THENCE, LEAVING THE WEST
BOUNDARY OF STATE ROUTE 99, ALONG A LINE PARALLEL TO THE
NORTHERN BOUNDARY OF SECTION 24, S87023'00"W, 2221.52 FEET MORE OR
LESS TO THE POINT OF BEGINNING.
CONTAINING 236.40 ACRES MORE OR LESS
EXHIBIT A-2
DIAGRAM OF THE PROPERTY
854085-1
Version 6 8/23/2006
cl
STATE ROUTE 99
S 00'349r E 267&29
N0Cr40l00'W
2352.47
75.15' NOD'51WW 676.90' t
uj
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EXHIBIT B
GENERAL PLAN LAND USE MAP
854085-i
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EXHIBIT A-2
ZONING MAP FOR PROJECT SITE
854085-i
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EXHIBIT C-1
Reserved
854085-1
Version 6 8/23/2006
EXHIBIT C-2
Reserved
854085-1
Vemion 6 812312006
EXHIBIT D
DEVELOPMENT PLAN AND INFRASTRACTURE MAP FOR THE PROPERTY
854085-1
Version 6 8/23/2046
FIGURE 3.11.1: PROPOSED WATER PLAN FOR REYNOLDS RANCH
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EXHIBIT E
GROWTH MANAGEMENT ALLOCATION TABLE
A lice Data
Allocation
Effbctive Date of
150 low density allocation for Planned
Development Agreement
Residential Low Density
200 high density units
Within the Calendar Year One Year
73 low density allocations for Planned
after Effective Date
Residential Low Density
Within the Calendar Year Two Years
73 low density allocations for Planned
after Effective Date
Residential Low Density
Within the Calendar Year Three Years
73 low density allocations for Planned
after Effective Date
Residential Low Density
Within the Calendar Year Four Years
73 low density allocations for Planned
after Effective Date
Residential Low Densi
Within the Calendar Year Five Years
73 low density allocations for Planned
after Effective Date
Residential Low Densi
Within the Calendar Year Six Years
73 low density allocations for Planned
after Effective Date
Residential Low Density
Within the Calendar Year Seven Years
73 low density allocations for Planned
after Effective Date
Residential Low Densi
Within the Calendar Year Eight Years
73 low density allocations for Planned
after Effective Date
Residential Low Density
Remaining Term of the Agreement
Any remaining Planned Residential
including Extensions
Low Density allocations up to the
maximum number authorized by the
Project Approvals.
854085-1
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EXHIBIT F
ANNEXATION APPROVALS
854065-1
Vernon 6 8/23/2006
EXHIBIT G
FORM OF ASSIGNMENT
OFFICIAL BUSINESS
Document entitled to free recording
Government Code Section 6103
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Lodi
P.O. Box 3006
Lodi, CA 95241-1910
Attn: City Clerk
(SPACE ABOVE THIS LINE RESERVED FOR
RECORDER'S USE)
ASSIGNMENT AND ASSUMPTION AGREEMENT
RELATIVE TO
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (hereinafter, the
"Agreement") is entered into this day of 200 , by and
between San Joaquin Valley Land Company, LLC, a
(hereinafter "Developer"), and , a
(hereinafter "Assignee").
RECITALS
1. On , 200_, the City of Lodi and Developer entered into that
certain agreement entitled "Development Agreement By and Between The City of Lodi
and Relative to the Development known as Reynolds Ranch (hereinafter the
"Development Agreement"). Pursuant to the Development Agreement, Developer
agreed to develop certain property more particularly described in the Development
Agreement (hereinafter, the "Subject Property"), subject to certain conditions and
obligations as set forth in the Development Agreement. The Development Agreement
was recorded against the Subject Property in the Official Records of San Joaquin
County on _ 200_, as Instrument No. —_-
854085-1
Version 6 8/23/2006
2. Developer intends to convey a portion of the Subject Property to Assignee,
commonly referred to as Parcel _ , and more particularly identified and
described in Exhibit A-1 and Exhibit A-2, attached hereto and incorporated herein by this
reference (hereinafter the "Assigned Parcel").
3. Developer desires to assign and Assignee desires to assume all of
Developer's right, title, interest, burdens and obligations under the Development
Agreement with respect to and as related to the Assigned Parcel.
ASSIGNMENT AND ASSUMPTION
NOW, THEREFORE, Developer and Assignee hereby agree as follows:
1. Developer hereby assigns, effective as of Developers conveyance of the
Assigned Parcel to Assignee, all of the rights, title, interest, burdens and obligations of
Developer under the Development Agreement with respect to the Assigned Parcel.
Developer retains all the rights, title, interest, burdens and obligations under the
Development Agreement with respect to all other property within the Subject Property
owned by Developer.
2. Assignee hereby assumes all of the rights, title, interest, burdens and
obligations of Developer under the Development Agreement with respect to the
Assigned Parcel, and agrees to observe and fully perform all of the duties and
obligations of Developer under the Development Agreement with respect to the
Assigned Parcel. The parties intend hereby that, upon the execution of this Agreement
and conveyance of the Assigned Parcel to Assignee, Assignee shall become substituted
for Developer as the "Developer" under the Development Agreement with respect to the
Assigned Parcel.
3. All of the covenants, terms and conditions set forth herein shall be binding
upon and shall inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
4. The Notice Address described in Section 28 of the Development Agreement
for the Developer with respect to the Assigned Parcel shall be:
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of
the day and year first above written. This Agreement may be signed in identical
counterparts.
DEVELOPER:
854085-1
Version 6 8/23/2006
ASSIGNEE:
By:
Prird Nwne:
Title: Division President
854x085-1
Veisiam 6 8/23/2006
By:
Print Name:
Title:
EXHIBIT H
SCHEDULE OF IMPROVEMENTS
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Version 6 8/23/2006
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AGREEMENT TO AMEND DRAFT DEVELOPMENT AGREEMENT AND REFRAIN FROM
CHALLENGING LAND USE PROJECT
THIS AGREEMENT is made this 24th day of August 2006 by and between the City of
Lodi (City), a California General Law city, represented by the City Manager and City Attorney
with the limited authority as described in Section 1.A; Citizens for Open Government, an
unincorporated association (Citizens); and, San Joaquin Valley Land Company (Company) a
California Limited Liability Company. The Parties agree as follows:
3.
RedWs.
A. The parties to the Agreement.
City is a General Law city governed by a five -member city council. For all purposes
herein and during all times during the negotiation of this Agreement the City Manager and
City Attorney have represented the City. However in this Agreement and at all times during
the negotiation of the Agreement the City Manager and/or City Attorney have lacked the
capacity or legal authority to bind the City of Lodi and/or the City Council. The parties
understand that throughout the negotiation and in executing this Agreement the City
Manager and City Attorney can only recommend to the City Council that it take certain
actions. All authority and discretion remains with the City Council over whether the City
Council will approve or disapprove of this Agreement. The City Council is scheduled to hear
the Project at a duly noticed public hearing scheduled for August 30, 2006.
Citizens is an unincorporated association that has commented on the development
proposed by Company. Citizens desire to have certain mitigation measures and
clarifications added to a development agreement negotiated between City and Company
that in the opinion of Citizens will further the interest of the City and the interest of the
public. If these amendments are added to the draft Development Agreement then Citizens
will support the Project, or will not make negative comments about the project's EIR at the
City Council public hearing, and will not subsequently challenge the certification of the EIR or
the Project approval in court. Ann Cerney shall be the spokesperson for Citizens and make
these statements at the City Council hearing.
Company, a private entity, is the applicant for various land use approvals that would
permit a Blue Shield call center, a shopping center and several residential subdivisions
(Project). The Project is more specifically described in the draft environmental impact report
(EIR). By approving the project the City will retain Blue Shield, which currently employs
approximately 600 to 800 workers and ultimately anticipates employing approximately
1,600 workers. The parties agree that retaining the Blue Shield operation in City is a
substantial public benefit and a benefit that makes the Project unique for the City.
B. Although Citizens are not fully satisfied with all aspects of the Project and EIR
it has balanced the benefits of the Project, including the changes to the draft Development
Agreement proposed in this Agreement, against the adverse effects of the Project and has
concluded that the project is more beneficial to the City than detrimental.
2. Modification of Develop m e nt Agreement.
The parties agree that the draft Development Agreement, scheduled to be
considered by the City Council at the public hearing on August 30, 2006 shall be amended
as follows:
A. A. Company shall request that Blue Shield and major tenants within the
commercial portion of the project prepare Transportation Demand Management Plans to
reduce traffic impacts. These traffic reduction measures may include:
L Providing flex time and/or shifting work schedules to avoid peak traffic;
ii. Establishing carpools and vanpools;
Hi. Providing preferential and free parking for carpoolers and vanpoolers
as well as ridesharing programs;
iv. Providing shuttle services from regional transportation (e.g., rail/bus)
stations to final destinations;
V. Providing subsidies for transit passes; and
vi. Providing locker room facilities for employees (i.e. bicyclists).
B. The Company shall obtain permanent easements limiting the use of real
property to agricultural or other open space uses and activities to be held by the City of Lodi
(Agricultural Conservation c=asements). The Agricultural Conservation Easements shall be
recorded against an aggregate total of two hundred (200) acres of prime agricultural land,
involving one or more parcels of land, located within fifteen (15) miles of the Project site. All
of the land shall be located within San Joaquin County (excluding the Delta Primary Zone as
presently defined by State Law) and shall be in current agricultural use. The easements
shall meet the minimum standards set forth in Exhibit A. The easements, executed in a form
suitable for recordation, shall be presented to the City Attorney for his or her review for form.
The easements shall be recorded on or before the date the first residential building permit is
issued for the project. The Agricultural Conservation Easements shall be recorded within
three (3) days of the City Attorney approving the form of the document and the City Attorney
shall not Unreasonably withhold his or her approval. The cost of obtaining the Agricultural
Conservation Easements shall rest with the Company. In addition, the Agricultural
Conservation Easements shall not have previously been encumbered by: (a) any other
perpetual conservation easement, (b) a deed restriction limiting use of the Protected
Property to agricultural uses, or (c) currently be in use for agricultural mitigation; the site(s)
must be subject to permanent restrictions on its use to ensure its continued agricultural
production capacity by limiting non-farm development and other uses that are inconsistent
with commercial agriculture; and the easements shall be designated and maintained
according to all applicable federal, state, and local requirements, and shall not allow for any
uses inconsistent with the goals of maintaining agricultural uses and open space uses on
agricultural land and preserving the environmental integrity of the subject sites. City agrees
to monitor the property subject to the easements biannually through its planning
commission to ensure compliance with the requirements of this Paragraph. Company will
pay City a one time fee of $5,000.00 to compensate City for monitoring cost/contingencies
connected with management of the easements.
City shall notify Citizens of which site(s) are selected to meet the requirements of this
paragraph 30 days prior to the recordation of the Agricultural Conservation Easements.
C. The landscaping standards for the Blue Shield site shall be the current written
design and landscaping requirements and standards found in the City's Large Scale Retail
Design landscaping standards.
D. Home builders of the residential lots shall offer alternative energy features
such as solar features and electrical car charging stations or outlets as optional features
that each future homeowner may elect to purchase as part of the homeowner's option
package.
E. In designing and developing the specific components of the of the project, the
Company is committed to the design principles of "New Urbanism" adopted by the Congress
for New Urbanism. This includes promoting neighborhoods that are walkable;
interconnected; that incorporate a traditional grid system of streets; that include pedestrian
friendly streetscapes; bicycle friendly design elements; well integrated, highly visible, and
publicly accessible open spaces; a rhythm of housing and structural forms that are visually
interesting, well modulated, constructed of high quality materials, individualized and
proportionate to their surroundings, with minimized garage domination on the street
frontages, and a range of housing types, sizes and affordability.
F. Pedestrian Transit and Bicycle Infrastructure: The Company shall implement
the following measures:
1) Provide pedestrian enhancing infrastructure that includes: sidewalks and
pedestrian paths, direct pedestrian connections, street trees to shade sidewalks, pedestrian
safety designs/infrastructure, street lighting and/or pedestrian signalization and signage.
2) Provide bicycle -enhancing infrastructure that includes: bikeways/paths
connecting to a bikeway system, and secure bike parking.
3) Prepare a transit study to assess the need for new routes or modified
routes to serve the project area and comply with its requirements. The study would be
conducted as part of the development plan.
G. Eastside investment: The project requirement for investment in Lodi's
eastside will be amended to require that any units which are rehabilitated or replaced which
are currently at affordable rents for persons or families of low income shall remain
affordable for persons of low income.
H. Funding of Water Supply. Prior to the acceptance of a residential subdivision
map for the Project, a Community Facilities District (or equivalent financing mechanism)
shall be formed to finance the construction of the improvements necessary to serve the WID
Water to the Project "(Improvements") or Developer shall pay its proportionate shale of the
cost of the Improvements to the City.
I. Effect of Amendments:
1) Challenge by Citizen s/Ce rn ey: The amended Development Agreement
shall provide that the amendments called for in this Agreement will not become
effective in the event that Citizens and/or Ann Cerney: (1) file a legal action
challenging the City's certification of the EIR; (2) file a legal action challenging the
City's approval of the Project's land use approvals; (3) file a legal action challenging
the San Joaquin Local Agency Formation Commission's compliance with CEQA; (4)
file a legal action challenging the San Joaquin Local Agency Formation Commission's
approval of the annexation of the territory to the City of Lodi; or, (5) qualify a
referendum petition to require an election concerning one or more of the Project's
legislative approvals.
2) Challenge by Third Party:
a. The amended Development Agreement shall provide that the
amendments called for in this Agreement will become partially ineffective as
set forth below in the event that any other party: (1) files a legal action
challenging the City's certification of the EIR; (2) files a legal action
challenging the City's approval of the Project's land use approvals; (3) files a
legal action challenging the Sart Joaquin Local Agency Formation
Commission's compliance with CEQA; (4) files a legal action challenging the
San Joaquin Local Agency Formation Commission's approval of the
annexation of the territory to the City of Lodi; or, (5) qualifies a referendum
petition to require an election concerning one or more of the Project's
legislative approvals.
b. If an event triggers a partial invalidity as called for above,
provisions 2A and 2C of this Agreement will become null and void; the number
of acres subject to paragraph 2B will be revised to 1.00 acres, and the fees in
paragraph 3C will be reduced to $10,000.00. Moreover, Citizens Statute of
Limitations to file an action challenging the City's certification of the EIR/land
use approvals will be tolled 30 days from the limitations period established by
CEQA. City and Company grant a second conditional and limited tolling of the
statute of limitations to file an action challenging City's certification of the EIR.
This Conditional and Limited Tolling will only arise upon a legal challenge by a
third party to LAFCO's determination on the EIR and/or annexation and
Citizens time to file an action shall extend for only thirty days after the third
party files its action.
C. In the event that dismissals with prejudice are filed with the
Court before answers are filed in the third party litigation then Citizens will
dismiss any subsequent actions and the terms of this Agreement shall be fully
restored.
3. Miscellaneous.
A. Ann Cerney, as a representative of Citizens, shall appear at the City Council
hearing and express support for the approval of this Agreement and shall express support of
the Project and certification of the EIR if the City amends the draft Development Agreement
to include the changes found in Section 2 of this Agreement
B. Citizens represents and warrants that Ann Cerney has authority to execute
this Agreement on behalf of Citizens and is authorized to speak on behalf of the organization
at the Lodi City Council meeting.
C. Company conditionally agrees to pay $20,000 to Citizens to reimburse
Citizens for attorney fees expended in the negotiation and executing of this Agreement and
to reimburse members of the Citizens for extraordinary time and effort expensed in this
process. The distribution of the money shall be at the sole discretion of Citizens. The
reimbursement of attorney fees shall be due and payable thirty (30) days after the last day
to take any of the actions described in this Section 3.C.
D. Company represents and warrants that prior to the August 30, 2006 City
hearing Blue Shield shall issue a press release to local media outlets reasserting Blue
Shield's commitment to the Project site.
E. If the benefits included in the amendments to the Development Agreement
are not adopted by the City Council, Citizens' support for approval of the Project will be
withdrawn and its previously stated objections will be renewed. City and Company agree not
to assert an exhaustion of administrative remedies defense as to those issues raised and
exhausted at the planning commission hearing if litigation ensues and this agreement
becomes null and void, or partially invalid under Section 2.1 and/or 4 of this Agreement.
4. Effective Date of
Only Section 3.A, 3.13, and 3.D of the Agreement shall be immediately effective and
binding upon Citizens and Company. The remainder of this Agreement shall only become
effective upon the City Council approval of the amendments to the draft Development
Agreement that are described in Section 2.
5. ,gg_reement not tQ Sue or Circulate a Beferend-um Petitions
If the amendments to the Development Agreement called for in this Agreement are
adapted by the City Council, Citizens agrees that neither it nor its individual members shall
sue the City or the San Joaquin Local Agency Formation Commission over the sufficiency of
the EIR or the land use/annexation decisions by these public agencies. Further neither
Citizens nor its members shall encourage or give assistance to any others to challenge the
Company's project either administratively or judicially. Moreover, neither Citizens, nor its
members will encourage, indirectly assist or actually circulate a petition to place a
referendum on the ballot to force an election about one or more the Project's legislative
approvals.
6. Counterparts.
This agreement may be executed in counterparts.
San Joaquin Valley Land Co., LLC
Dale Gillespie, Managing Member
City of Lodi
Blair King, City Manager
Citizens for Open Government
Ann Cerney
Page 1 of 2
Im4p Z + LID 3
JennUler Perrin
From: Jennifer Perrin
Sent: Wednesday, September 06, 200611:12 AM
To: 'Kathy Haring'; Susan Hitchcock; Bob Johnson; JoAnne Mounce; John Beckman; Larry Hansen
Cc: Blair King; Jim Krueger; Steve Schwabauer; Randy Hatch
Subjead: RE: Tonight's adoptkon of Reynolds Ranch ordinance
Dear Mls. Haring:
This reply is to confirm that your message was received by the City ClerKs Office and each member of the City
Council. In addition, by copy of this e-mail, we have forwarded your message to the following departments for
information, referral, or handling: 1) City Manager, 2) City Attorney, and 3) Community Development.
Is/ Jennifer M. Perrin, Interim City Clerk
-----Original Message -----
From: Kathy Haring [ma!Ito:KHaring@GHSD.K12.ca.us]
Soft Wednesday, SeWmber 06, 2006 11:08 AM
To: Jennifer Perrin; Susan Hitchcock; Bob Johnson; JoAnne Mounce; John Beckman; Larry Hansen
Subs Tonight's adoption of Reynolds Ranch ordinance
Dear Mayor and Council Members:
Please consider amending the Reynolds Ranch ordinance before adopting it in its entirety at tonighfs
meeting.
The Council approved the acceptance of the Development Plan at its last meeting to:
--annex the land into the city limits
--rezone the land as Planned Development
--accept the terms worked out to prevent a citizens' group lawsuit
I do not believe the Council wished to exempt this developer from the Growth Management Allocation
process.
However, the development plan does just this as written.
It gives San Joaquin Land Company 350 allocations IMMEDIATELY, despite the allocation process
began this May. City staff do not forsee other applicants receiving their allocations until December.
It is unknown to me whether Gillespie's company even complied with the need to apply for allocations
by May 31. If they are not part of this year's process, they should be waiting until 2007 to apply for
residential construction.
The drafted ordinance also guarantees the company at least 73 allocations a yearfor the next eight
years. Current practice allows developers to stagger development over three years. Surely, the
Council wants to revisit the allocations three years from now, to ascertain if the Reynolds Ranch
development is succeeding as intended.
Seven applicants followed the process outlined in the General Plan and Zoning Ordinance to apply in
good faith for allocations. This process was then interrupted for two months, while staff investigated
old language affecting the timeline. As one of those applicants, I asked why my project could not
receive allocations unused in prior years, and therefore held in reserve (I only needed 5 allocations).
was told by the senior planner that this was "impossible." Imagine my shock when 350 reserve
allocations were given to Reynolds Ranch, without any regard to the Growth Management process!!
I do not believe an amendment to the ordinance directing Reynolds Ranch to go through the growth
management allocation process, would be a "deal killer" Phase I requires the building of the Blue
9/6/2006
Page 2 of 2
Shield office and 350 Fomes. The homes could be built after December, when all applicants will
receive their allocations simultaneously.
By exempting one company from published and required procedures, the council would give an unfair
advantage to that company in the real estate market place. Such an action would probably be illegal.
Kathy Haring
552 Kirst Dr.
Woodbridge, CA 95258
(209) 369-3344
9/6/2006