Atwater City Council
June 23, 2025

next day delivery or by mail as provided in this Section.

City • CITY OF ATWATER
750 Bellevue Road,
Atwater, California
95301 Attention: City
Engineer
Developer: BFD-AtwCA-2401, LLC
2828 Enterprise Ave
Clovis, CA 93619
Attention: Mike Fillebrown
Notices delivered by deposit in the United States mail as provided above shall be deemed to have been served two (2) business days after the date of deposit if addressed to an address within the State of California, and three (3) business days if addressed to an address within the United States but outside the State of California.

29. Prevailing Wages:

29.1 Developer acknowledges that City has made no representation, express or implied, to Developer or any person associated with Developer regarding whether or not laborers employed relative to the construction of the improvements to be constructed pursuant to this Agreement must be paid the prevailing per diem wage rate for their labor classification, as determined by the State of California, pursuant to Labor Code Section 1720, et seq. ("Prevailing Wage Laws"). Developer agrees with City that Developer shall assume any and all responsibility and be solely responsible for determining whether or not laborers employed relative to the construction undertaken pursuant to this Agreement must be paid the prevailing per diem wage rate pursuant to the Prevailing Wage Laws or other applicable law.

29.2 Developer~on behalf of itself, its successors, and assigns, waives and releases City from any right of action that may be available to any of them pursuant to Labor Code Section 1781 or any similar law. Relative to the waiver and release set forth in this Section, Developer acknowledges the protections of Civil Code Section 1542, which reads as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

By initialing below, Developer knowingly and voluntarily waives the provisions of Section 1542 or any similar law so in connection with the waivers and releases contained in this Section. (Initials of Authorized Developer Representative)

29.3 Developer shall indemnify, hold harmless and defend City against any claim for damages, compensation, fines, penalties or other amounts arising out of the

failure or alleged failure of any person or entity (including Developer, its contractor(s) and subcontractors) to pay prevailing wages as required by law or to comply with the other applicable provisions of Labor Code Sections 1720 et seq. and implementing regulations of the Department of Industrial Relations in connection with construction and installation of the improvements required pursuant to this Agreement. Developer `s defense of the City shall be provided by counsel reasonably acceptable to the City. The foregoing indemnity shall survive any termination of this Agreement.

30. Transfers; Assignments. Developer may assign its obligations under this Agreement to successor owner(s) of the Property only with the prior written consent of the City. In connection with any such assignment, Developer and its assignee shall execute and deliver to City a written assignment and assumption agreement in a form acceptable to the City Attorney.

31. Binding Upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto; provided, however, that this Agreement shall not be binding upon a purchaser or transferee of any portion of the Property unless this Agreement has been assigned pursuant to Section 30. If this Agreement has not been assigned or if the assignment has not been consented to by City, it shall remain binding on Developer.

32. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions contained in this Agreement.

33. Severability. If any provision of this Agreement is held, to any extent, invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provision, and shall remain in full force and effect.

34. Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between City and Developer with respect to the matters addressed in this Agreement. This Agreement may not be altered, amended or modified without the written consent of both parties.

35. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of Merced, California, State of California.

36. Authority. Each party executing this Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder.

37. Time is of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof.

38. Runs with the Land; Recordation. This Agreement pertains to and shall run with the Property. Upon execution, this Agreement shall be recorded in the Official Records of Merced County.

CITY
CITY OF ATWATER, a California municipal
corporatio .

ATTEST:
ory J Blings; City
Clerk
APPI O ED AS TO FORM:

Frank SpTndorio, City Attorney
B
Greg T

DEVELOPER
By:

Name: Mik
son, ;City Manager
rown, BFD-AtwCA-2401
Date: '~~oz /Zo2'-1

California All-Purpose Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of
On 1 . , before me a Notary
Public, personally appeared ~n ~0 A~-~ Thu \p who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.
z

GISELA PERALTA
COMM. #2445976 z Notary Public. California
Merced County o
M Comm. Ex + ires Ma 4, 2027
(Seal)

ACKNOWLEDGEMENTS

STATE OF CALIFORNIA
COUNTY OF Q. S( O )
On c"\C>.'f 2'~ , 2024 before me, \LO\4S \c '*
Notary Public, personally appeared c ot\ 'C' oW. ,
. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public

STATE OF CALIFORNIA

COUNTY OF
(SEAL)

THOMAS YANG
Notary Public - California Z
Fresno County
Commission # 2421992 f
My Comm. Expires Oct 17, 2026
On , 2024 before me, ,
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public
(SEAL)

EXHIBIT "A"
Legal Description
Real property in the City of Atwater, County of Merced, State of California, described as follows:

PARCEL 1:

PARCEL 2, IN THE CITY OF ATWATER, AS SHOWN ON A PARCEL MAP FILED IN BOOK 33 OF PARCEL MAPS, PAGE 45, MERCED COUNTY RECORDS, BEING A PORTION OF LOT 4, GERTRUDE COLONY, AS PER PLAT RECORDED IN BOOK 2 OF MAPS AND PLATS, PAGE 57, MERCED COUNTY RECORDS.

EXCEPTING THEREFROM PARCEL 1 OF PARCEL MAP FILED IN BOOK 87, PAGE 23 OF PARCEL MAPS, MERCED COUNTY RECORDS.

PARCEL 2:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS FOR VEHICLES AND

PEDESTRIANS IN, OVER AND ACROSS THE PARCEL DESCRIBED ABOVE, AS SAID

EASEMENTS ARE DISCLOSED IN THAT CERTAIN DRIVEWAY AND ACCESS AGREEMENT, RECORDED FEBRUARY 27, 1986 IN VOL. 2526 OF OFFICIAL RECORDS, PAGE 723, MERGED COUNTY RECORDS.

APN : 150-190-036-000

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PROJECT #: 23-035
•~ :s srssssi
PROJECT NAME:

VANS INC. CONSULTING ENGINEERS
4010 N. CHESTNUT AVE STE1 O1
FRESNO, CA 93725

BELLEVUE STREET REPAIR

ENGINEERS OPINION OF PROBABLE COST
BY: KEN VANS
DATE: 3/12/2024
1 . DEMOLITION AND MISC

DESCRIPTION QUANTITY RIDE EXTENSION
1 SAWCUT, DEMOLITION, REMOVAL, & DISPOSAL O 1 ' LS 12,000,00 2 SWPPP EROSION CONTROL/DUST CONTROL 1 LS N/A
3 TRAFFIC CONTROL 1 LS 2,800.00

2. STREET CONSTRUCTION

DESCRIPTION QUANTITY
SUBTOTAL COST $ 14,800.00

PRICE EXTENSION
1 5 ° ASPHALT PAVEMENT 1 1 4.1 TN 38,050,00
2 STRIPING & SIGNAGE 250 LF 2,000.00
3 COMPACTION TESTING 1 LS N/A

STREET CONSTRUCTION SUBTOTAL COST
TOTAL COST =
$
40,050.00
$ 54,850.00
23-036 Street Cost Estimate 1

Recording requested by
and when recorded mail to:

City of Atwater
1350 Broadway Avenue
Atwater, CA 95301
Attn:
(Space Above for Recorder’s Use Only)
[FEE EXEMPT PURSUANT TO GOVERNMENT CODE §§ 6103, 27383 & 27361, SUBD. (e)]

NOTICE OF ACCEPTANCE
NOTICE IS HEREBY GIVEN by the City of Atwater (“City”), which on or about on April 22, 2024, entered into a contract with BFD-AtwCA-2401, LLC (“Direct Contractor”), whose address is 2828 Enterprise Avenue, Clovis, CA 93619, for construction of certain public improvements titled “Bellevue Street repair” (“Project”) as conditions of approval for recording the final map for the construction of the real property located at 1109 Bellevue Road, Atwater, CA 95301, APN 150-190-036, as follows:

A. The City hereby accepts the public improvements of the Project made by the Direct Contractor for the Project.

B. That the nature of the interest of the undersigned is as an interest in fee in the abovedescribed public improvements.

C. That the name and address of the undersigned owner of the above-described public improvements is: City of Atwater, 1350 Broadway Avenue, Atwater, CA 95301 I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

CITY OF ATWATER
By:

Name & Title:

Dated:

VERIFICATION
I, ________, state that I am the authorized agent of the City identified in the foregoing Notice of Acceptance. I have read said Notice of Acceptance and know the contents thereof; the same is true of my own knowledge. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this 23th day of June, 2025, at Atwater, California.

CITY OF ATWATER
By:

Name & Title:

Dated:

[attach executed notarial acknowledgement]

CITY COUNCIL

AGENDA REPORT

MEETING
DATE:

June 23, 2025
TO: Mayor and City Council
FROM: Christopher Hoem, City Manager, Jon OConnor, Community Development Director

PREPARED
BY:

Kayla Rashad, Executive Assistant
SUBJECT: Waive the First Reading by Title only, and introduce an Ordinance Adopting Zoning Ordinance Text Amendment No. 25-08-0100 Amending Chapter 17.63 “Parking Requirements” of the Atwater Municipal Code to Modernize the Parking Ordinance (City Manager Hoem)

RECOMMENDED COUNCIL ACTION
Open the public hearing and receive any testimony from the public; and, Close the public hearing; and,
Motion to waive the first reading by title only, and introduce Ordinance No. CS 1071 approving a Zoning Ordinance Text Amendment, amending Chapter 17.63 “Parking Requirements” of the Atwater Municipal Code.

Motion to approve staff's recommendation as presented.

I. BACKGROUND/ANALYSIS:

1. BACKGROUND:

The regulations for parking requirements were first adopted in 1979 and only partially revised in 1985 and 2023. While other nearby cities have modernized their corresponding regulations, the City of Atwater is in need of an update in this matter.

The City of Merced has a modern and comprehensive parking ordinance, which has been reviewed by staff and is used as the foundation of the proposed amendment.

CITY COUNCIL
Mike Nelson, Mayor
Danny Ambriz Brian Raymond
John Cale Kalisa Rochester

Agenda Report - Waive the First Reading by Title only, and introduce an Ordinance Adopting Zoning Ordinance Text Amendment No. 25-08-0100 Amending Chapter 17.63 “Parking Requirements” of the Atwater Municipal Code to Modernize the Parking Ordinance (City Manager Hoem) Page 2

2. ANALYSIS:

The proposed code reflects current best practices in urban planning and land use regulation. It moves away from a one-size-fits-all parking mandate and instead provides a toolkit that allows parking requirements to be tailored to context, such as location and land use. This flexibility enables the City to promote walkability, mixed-use development, and more efficient land use.

Peer jurisdictions throughout the region are updating their parking requirements in response to changing mobility patterns and state housing mandates. By adopting this updated ordinance, the City positions itself as a forward-thinking community, competitive for investment and grant funding, and aligned with statewide objectives around housing and transportation.

II. FISCAL IMPACTS:

No negative fiscal impacts are anticipated with the approval of this project. This item has been reviewed by the Finance Department.

III. LEGAL REVIEW:

This item has been reviewed by the City Attorney’s Office.

IV. EXISTING POLICY:

The ordinance will amend Chapter 17.63, “Parking Requirements,”.

The draft ordinance does not conflict with any policies of the General Plan or other City policies or guidelines.

V. ALTERNATIVES:

N/A
VI. INTERDEPARTMENTAL COORDINATION:

This item has been coordinated with all the necessary departments.

VII. PUBLIC PARTICIPATION:

The public hearing was noticed and advertised for the regularly scheduled City Council hearing. The public can provide comments on this item prior to City Council action.

VIII. ENVIRONMENTAL REVIEW:

Pursuant to the California Environmental Quality Act (CEQA), the draft ordinance is categorically exempt under section 15061, (b)(3). This exemption states that the activity

Agenda Report - Waive the First Reading by Title only, and introduce an Ordinance Adopting Zoning Ordinance Text Amendment No. 25-08-0100 Amending Chapter 17.63 “Parking Requirements” of the Atwater Municipal Code to Modernize the Parking Ordinance (City Manager Hoem) Page 3

is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Therefore, the activity is not subject to CEQA.

IX. STEPS FOLLOWING APPROVAL:

The second reading and adoption of the ordinance will be scheduled for the next regular City Council meeting.

Submitted and Approved by:

Chris Hoem, City Manager
Attachments:

1. RSO 0270-25 Resolution Signed

2. RSO 0270-25 Draft Ordinance

3. Exhibit A

4. Exhibit B

5. Exhibit C

CITY COUNCIL
OF THE

CITY OF ATWATER

ORDINANCE NO. XXXX

AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF ATWATER ADOPTING ZONING
ORDINANCE TEXT AMENDMENT NO. 25-08-0100
AMENDING CHAPTER 17.63: “PARKING
REQUIREMENTS” OF THE ATWATER

MUNICIPAL CODE TO MODERNIZE THE

PARKING ORDINANCE AND TO MAKE IT

SIMILAR TO THE PARKING ORDINANCE OF THE
CITY OF MERCED.

WHEREAS, the City of Atwater wishes to enact programs, policies, and regulations in support of housing and commercial development; and,
WHEREAS, the City of Atwater wishes to modernize its parking ordinance; and, WHEREAS, Chapter 17.63 “Parking Requirements” of the City of Atwater Municipal Code was initially adopted in 1979 and only partially revised in 1985 and 2023; and, WHEREAS, on May 21, 2025, the Planning Commission held a duly-noticed public hearing and considered the staff report, recommendations by staff, and public testimony concerning this proposed Ordinance. Following the public hearing, the Planning Commission voted to forward the Ordinance to the City Council with a recommendation in favor of its adoption; and
WHEREAS, this project is exempt under California Environmental Quality Act (CEQA) guideline section 15061(b)(3), “Review for Exemption”. This exemption states, the activity is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. This is not subject to CEQA.; and, WHEREAS, the ZOTA will not have a detrimental effect on the health, safety, and welfare of the neighborhood, nor have any adverse effect on the community; and, WHEREAS, the City Council finds that the following findings can be made for ZOTA No. 25-08-0100:

City Council Ordinance No. XXXX Page 2

1. The proposed ordinance is consistent with the Atwater General Plan.

2. Adoption of the ordinance is exempt from CEQA review under CEQA guideline section 15061(b)(3).

3. The public hearing for this project has been adequately noticed and advertised.

4. The project will not have a detrimental effect on the health, safety, and welfare of the neighborhood or any adverse effects on the community.

NOW THEREFORE BE IT ORDAINED, by the City Council of the City of Atwater as follows:

SECTION 1. Incorporation. The recitals above are each incorporated by reference and adopted as findings by the City Council.

SECTION 2. CEQA. this project is exempt under California Environmental Quality Act (CEQA) guideline section 15061(b)(3), “Review for Exemption”. This exemption states, the activity is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment.

Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. This is not subject to CEQA.

SECTION 3. General Plan. The City Council hereby finds that the adoption of the Ordinance is consistent with the General Plan.

SECTION 4. Code Amendment. Chapter 17.63: “Parking Requirements,” of the Atwater Municipal Code is hereby amended and restated to read in its entirety as provided in “Exhibit A,” attached hereto and incorporated herein by reference.

SECTION 5. Effective Date. Within fifteen (15) days from and after adoption, this Ordinance shall be published once in a newspaper of general circulation printed and published in Merced County and circulated in Atwater, in accordance with California Government Code Section 36933. This Ordinance shall take effect and be enforced thirty (30) days after its adoption.
.

SECTION 7. Publication. The City Clerk is directed to certify to the adoption of this Ordinance and post or publish this Ordinance as required by law.

SECTION 8. Custodian of Records. The custodian of records for this Ordinance is the City Clerk and the records comprising the administrative record are located at 1160 Fifth St, Atwater, CA 95301.

SECTION 9. Severability. If any provision of this Ordinance or its application to any person or circumstance is held to be invalid by a court of competent jurisdiction, such invalidity has no effect on the other provisions or applications of the Ordinance that can be given effect without the invalid provision or application, and to this extent, the provisions of this Ordinance are severable. The City Council declares that it would have adopted this Ordinance irrespective of the invalidity of any portion thereof.

City Council Ordinance No. XXXX Page 3
INTRODUCED:

ADOPTED:

AYES:

NOES:

ABSENT:

APPROVED:

__________________________________

MIKE NELSON,
MAYOR

ATTEST:
______________________________
KORY J. BILLINGS,

CITY CLERK

Exhibit A
Title 17 - ZONING
CHAPTER 17.63 PARKING REQUIREMENTS
Atwater, California, Code of Ordinances Created: 2024-07-10 14:49:30 [EST] (Supp. No. 10)

CHAPTER 17.63 PARKING REQUIREMENTS

17.63.010 Definitions.

A. "Employee" means any person employed on the premises after working part or full time and for the purposes of this chapter shall reflect those individuals anticipated to be employed in the conduct of the business.

B. "Floor area" for the purposes of this chapter means the net floor area. In the case of offices, merchandising or service types of uses, it shall not include areas principally for nonpublic purposes such as incidental repair, processing or packaging of merchandise, for show windows, for toilets or restrooms, for utilities, for dressing rooms, fitting rooms or alteration rooms.

C. "Seating facilities." In places of public assembly in which spectators or patrons occupy benches, pews or other similar seating facilities, each 24 inches of such seating facilities shall be counted as one seat for the purposes of determining off-street parking facilities.

D. "Vehicles" for the purposes of this chapter include any auto, truck, bus, van or other similarly described conveyance.
(Prior Code § 10-3.1809; Ord. CS 407, § 1, 1979)

17.63.020 General requirements.

Off-street parking requirements in all districts and for all uses shall be stated in this chapter and shall be provided for every building or portion of building hereafter erected. To accommodate the vehicles used by the occupants, visitors, customers, clientele and employees of such buildings, all off-street parking facilities shall be permanently available and shall be permanently maintained for off-street parking purposes in accordance with the standards as adopted by the Planning Commission and City Council.
(Prior Code § 10-3.1801; Ord. CS 407, § 1, 1979)

17.63.030 Residential uses.

Parking requirements for residential uses shall be as follows:

A. Single-family residential dwellings: two spaces per unit not located in any required front or side yard except on lots with less than 60-foot frontage which are not located on culs-de-sac.

Created: 2024-07-10 14:49:30 [EST]
(Supp. No. 10)

B. Multifamily residential: two spaces per unit not located in any required front or side yard setback. In complexes of five or more units the required off street parking may be reduced to one and one-half spaces per unit provided that one-half space per unit is designated and made available for guest parking.

C. Senior citizen housing and studio apartments: two spaces per unit not located in any front or side yard, but 0.5 spaces (twenty-five percent) of them may be landscaped at the discretion of the Planning Commission until the need arises for additional parking.

D. Single family dwelling which are financed under Farmers Home Administration: one off street parking space per unit not located in any required front or side yard setback.

E. Access drives to required off street parking spaces for multifamily uses may be permitted to encroach into required side yard setbacks, provided an area equal to the amount of paving that encroaches is provided as additional on site landscaping. (Prior Code § 10-3.1802; Ord. CS 407, § 1, 1979; Ord. CS 598, 1985)

17.63.040 Commercial uses.

Parking requirements for commercial uses shall be as follows:

A. Retail stores, personal services, professional and business offices, banks and post offices: one space for each 250 square feet of floor area; except, uses not generating much traffic, e.g., furniture stores, may convert part of the required parking into landscaping at the discretion of the Planning Commission; this landscaped area is to be converted to parking if the need arises, or the land use changes.

B. Restaurants: For cafes, restaurants and other businesses in the sale and consumption of food or beverages, one space for each three seats or one space per 35 square feet of floor area, whichever is greater.

C. Hotels and motels: One space per room, and one space for each employee.

D. Mortuary and funeral homes: One space for each five permanent seats, or one space per 35 square feet of floor area where moveable seats can be placed.

E. For parking requirements for the Downtown Business District (D-BD) refer to Section

17.43.060 of this Title 17.
(Prior Code § 10-3.1803; Ord. CS 407, § 1, 1979; Ord. CS 1065, § 1(Exh. A), 8-14-2023)

17.63.050 Industrial uses.

A. Warehouse and Storage: One space per 800 square feet of floor area or one space per employee for the largest shift and one space for each vehicle used in the conduct of the business, which ever is greater.

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(Supp. No. 10)

B. Light Manufacturing: One space per 400 square feet of floor area or one space per employee for the largest shift and one space for each vehicle used in the conduct of the business, whichever is greater.

C. Heavy manufacturing: One space per 250 square feet of floor area or one space per employee for the largest shift and one space for each vehicle used in the conduct of the business, whichever is greater.

D. Industrial uses containing commercial activities as a part of the business shall provide additional off street parking as specified in Section 17.63.040. (Prior Code § 10-3.1804; Ord. CS 407, § 1, 1979; Ord. CS 598, 1985)

17.63.060 Health related uses.

Parking requirements for health related uses shall be as follows:

A. Medical Offices and Clinics: for medical, dental, and optometrists offices, one space per 100 square feet of floor area and one per doctor.

B. Hospitals: One space per three patient beds plus one space per employee, including nurses and staff doctors, on the largest shift.

C. Rest Homes: for convalescent and nursing homes and similar uses, one space per each 250 square feet of floor area; Planning Commission may approve landscaping for part of the parking if it is not needed.
(Prior Code § 10-3.1805; Ord. CS 407, § 1, 1979)

17.63.070 Public assembly uses.

Parking requirements for assembly uses shall be as follows:

A. Auditoriums: for auditoriums, sports arenas, stadiums, and theaters, one space for each four seats or one space per square feet of floor area where moveable seats can be placed.

B. Bowling alleys: four spaces for each alley.

C. Dance hall: one space per 35 square feet of floor area.

D. Churches: one space for each four seats.

E. Clubs and lodges: one space per 50 square feet of floor area for clubs and lodges with no sleeping facilities.

17.63.080 Educational uses.

Parking requirements for educational uses shall be as follows:

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(Supp. No. 10)

A. Libraries and museums: one space per 500 square feet of floor area.

B. Elementary and junior high school: one and one-half spaces per classroom plus one space for each two employees, including faculty.

C. High school: one space for each five students plus one space for each two employees, including faculty.
(Prior Code § 10-3.1807; Ord. CS 407, § 1, 1979)

17.63.090 Reserved.

Ord. CS 1065, § 1(Exh. A), adopted August 14, 2023, repealed § 17.63.090, which pertained to uses not specified and mixed uses and derived from prior Code § 10-3.1808; Ord. CS 407, § 1, 1979; Ord. CS 1059, § 1, adopted March 27, 2023. The user's attention is directed to §

17.43.060.

17.63.100 Compact spaces.

Where off street parking is required according to this chapter up to one-quarter of the required spaces may be compact car spaces.
(Ord. CS 598, 1985)

17.63.110 Parking areas.

Where off street parking is required according to this chapter all parking areas shall be graded, surfaced and drained in accordance with City standards; and where applicable parking stalls, lanes and directional guides shall be marked in accordance with City standards. (Ord. CS 598, 1985)

Exhibit B
Title 2017 - ZONING
PART 3 - GENERAL REGULATIONS
Chapter 20.38 PARKING AND LOADINGCHAPTER 17.63 PARKING REQUIREMENTS MercedAtwater, California, Code of Ordinances Created: 2024-11-15 13:49:41 [EST] (Supp. No. 81, 10-24)

Chapter 20.38 PARKING AND LOADINGCHAPTER 17.63 PARKING REQUIREMENTS

20.3817.63.010 Purpose.

This chapter establishes off-street parking requirements in order to:

A. Provide a sufficient number of off-street parking spaces for all land uses; B. Provide for functional off-street parking areas that are safe for vehicles and pedestrians; C. Ensure that parking areas are well-designed and contribute to high-quality design environment within MercedAtwater;
D. Allow for flexibility in off-street parking requirements to support a multi-modal transportation system and sustainable development pattern; and, E. Ensure that off-street parking areas do not adversely impact land uses on neighboring properties.
(Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

20.3817.63.020 Applicability.

A. New Structures and Uses. All new structures and uses shall comply with the standards in this chapter, including the amount of required off-street parking as specified in Table

20.3817.63-1 (Off-Street Parking Requirements).

B. Changes in Existing Structures and Uses.

1. Additional parking shall be required for a change in use or any modification to an existing structure that results in an increase in the unit of measurement used to determine the amount of required off-street parking as specified in Table 20.3817.63- 1 (Off-Street Parking Requirements).

2. Additional off-street parking shall be required only to accommodate the incremental change or expansion of the structure or use. Additional parking shall not be required to remedy parking deficiencies existing prior to the change to an existing structure or use.

3. Additional parking for nonresidential uses is not required if the parking needed to accommodate the change is either:
a. Two (2) or fewer parking spaces; or,

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(Supp. No. 81, 10-24)

b. Ten (10) percent or less of the total required off-street parking spaces for the use.

Table 20.3817.63 -1 Off-Street Parking Requirements
Land Uses Number of Required Parking Spaces

RESIDENTIAL LAND USES
Caretaker's Home 1 per unit
Duplexes 1 per unit unless the exceptions in MMC

20.08.020(2) are metan exception is met in
Note 1, below.

Group Homes and Facilities 1 per unit plus 1 per 300 sq. ft. of office and other nonresidential areas
Group Housing 1 per unit
Live/Work Units 1.75 per unit
Mobile Home Parks 1 per unit and 1 per office or employee Multiple Family Dwellings/Condominiums 1.75 spaces per unit of 2 bedrooms or less up to 30 units and 1.5 spaces per unit
thereafter, plus 0.5 spaces per additional
bedroom over 2 in each unit and 1.0 spaces
per additional full or partial bathroom over 3
in each unit
Residential Care Facilities, Small 1 per unit
Residential Care Facilities, Large (Includes
Convalescent/Nursing Homes)
1 per 4 beds; plus 1 per 300 sq. ft. of office or
1 per employee, whichever is greater
Accessory Dwelling Units One or more bedrooms: 1 per unit, unless an exception in AMC 17.28.010 F.7. is
met.exceptions in MMC 20.42.030(H) are
met.

Single Family Dwellings 1 2 per unit, however, if the lot is not located on a cul-de-sac and has less than 60-feet of
frontage, then only 1 space is required
Single-Room Occupancy 1 per unit
Transitional/Supportive Housing 1 per 4 beds plus 1 per 300 sq. ft. of office and other nonresidential areas

PUBLIC AND QUASI-PUBLIC LAND USES
Cemeteries, Mausoleums, Funeral Parlors,
and Mortuaries
1 per 5 fixed seats, or 1 per 35 sq. ft. of
largest assembly area without fixed seats
Colleges and Trade Schools 1 per 100 sq. ft. of classroom area or 1 per employee, whichever is greater
Community Assembly 1 per 3.5 fixed seats, or 1 per 60 sq. ft. of Cultural Institutions assembly area for uses without fixed seats Formatted: Font: 12 pt

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(Supp. No. 81, 10-24)

Day Care Centers 1 per 400 sq. ft. of floor area used for daycare and 1 per employee
Day Care Home Facilities, Small (1-8 children) 1 per unit Day Care Home Facilities, Large (9-14
children)
1 per unit plus 1 per employee
Drug Rehabilitation Center 1 per 6 beds plus 1 per 300 sq. ft. of office or other nonresidential floor area
Emergency Shelters 1 per 10 beds plus 1 per 300 sq. ft. of office or other nonresidential floor area
Government Offices 1 per 300 sq. ft. of floor area
Hospitals 1 per bed up to 100 beds; 1 per 2 beds for up to next 100 beds; 1 per 4 beds thereafter
Medical Offices and Clinics 1 per 200 sq. ft. of floor area Public Safety Facilities 1 per 1,000 sq. ft. and 2 additional parking spaces for station vehicles
Schools, Public or Private 2 per classroom or 1 per employee, whichever is greater
Social Assistance Services 1 space per 300 square feet of floor area

COMMERCIAL LAND USES
Adult Entertainment Businesses 1 per 300 sq. ft. of floor area Alcoholic Beverage Sales, Retail 1 per 250 sq. ft. of floor area Animal Sales and Services 1 per 300 sq. ft. of floor area Banks, Retail 1 per 250 sq. ft. of floor area or 1 per
employee, whichever is greater
Bars and Nightclubs 1 per 100 sq. ft. of floor area or 1 per 50 sq. ft. of floor area used for dancing or 1 per 2.5
seats, whichever is greater
Bed and Breakfast 1 per bedroom plus 2 for owner plus 1 for each employee on largest shift
Building Supplies and Home Improvement
Stores
1 per 400 sq. ft. of floor area
Business Support Services 1 per 500 sq. ft. of floor area Card rooms/Gaming Establishments 1 per 2.5 seats
Check Cashing Establishments 1 per 250 sq. ft. of floor area Drive-Through and Drive-Up Sales 1 per 350 sq. ft. of floor area Equipment Sales and Rental 1 per 400 sq. ft. of floor area plus 1 per vehicle for sale or rent
Flea Market 1 per 300 sq. ft. of display/sales area or 1 per booth, whichever is greater
Food and Beverage Sales 1 per 250 sq. ft. of floor area

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(Supp. No. 81, 10-24)

Furniture and Appliance Stores 1 per 600 sq. ft. of floor area plus 1 per vehicle used in the conduct of business
Gas and Service Stations 3 spaces plus 1 per 250 sq. ft. of retail sales area
Hotels and Motels 1 per sleeping unit or suite up to 100 units, 1 per each 2 units for each unit thereafter
Mobile Home Sales 1 per 400 sq. ft. of floor area, but in no case less than 6 spaces, plus 1 for each mobile
home for sale
Mobile Vending 2 per motorized coach, none required for pushcarts
Office, Professional 1 per 250 sq. ft. of floor area
Pawn Shops 1 per 300 sq. ft. of floor area
Personal Services 1 per 250 sq. ft. of floor area or 1 per employee, whichever is greater
Restaurant, Full Service 1 per 100 sq. ft. of floor seating area or 1 for Restaurant, Limited Service each 2.5 seats, whichever is greater Retail, General 1 per 300 sq. ft. of floor area
Vehicle Sales and Rental 1 per 400 sq. ft. of floor area; for outdoor Vehicle Parts and Accessories Sales vehicle sales lots, 3 per lot Vehicle Repair and Maintenance

INDUSTRIAL LAND USES
Contractors' Facilities 1 per 500 sq. ft. of floor area Maintenance and Repair Services 1 per 1,000 sq. ft. of floor area or 1 per 2 employees on the largest shift, whichever is
greater; and 1 per vehicle used in the
conduct of business
Manufacturing and Processing, General
Manufacturing and Processing, Heavy
Manufacturing and Processing, Light
Public/Mini Storage 1 per 50 storage units or 5 spaces, whichever is greater
Recycling Collection or Processing Facilities 1 per 1,000 sq. ft. of floor area Research and Development 1 per 1,000 sq. ft. of floor area or 1 per 2 employees on the largest shift, whichever is
greater; and 1 per vehicle used in the
conduct of business
Warehousing, Wholesaling and Distribution 1 per 2,000 sq. ft. of floor area or 1 per 2 employees on the largest shift, whichever is
greater

RECREATIONAL LAND USES

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(Supp. No. 81, 10-24)

Commercial Recreation, Indoor 1 per 3.5 fixed seats or 1 per 300 sq. ft. of floor area used by customers, whichever is
greater
Commercial Recreation, Outdoor 1 per 3.5 fixed seats or 1 per 400 sq. ft. of floor area used by customers, whichever is
greater
Golf Courses 3 per hole plus 1 per 300 sq. ft. of office or other retail area
Parks and Recreational Facilities 25 per ball field plus 5 spaces per acre of active recreational area
Sports Stadium or Arenas or Theaters 1 per 4 seats or 1 per 50 sq. ft. of floor area if no fixed seats

AGRICULTURE AND NATURAL RESOURCES LAND USE
Agricultural Processing, On-Site 1 per 1,000 sq. ft. of floor area for all habitable buildings associated with the use,
or 1 per each 2 employees on the largest
shift, whichever greater
Animal Processing, On-Site

TRANSPORTATION, COMMUNICATIONS, AND UTILITIES LAND USES Airports and Heliports 1 per 500 sq. ft. of floor area of enclosed passenger terminal area
Freight Terminals 1 per 2,000 sq. ft. of floor area
Parking Facilities 1 per 300 sq. ft. of floor area used by employees or 1 per employee whichever is
greater
Utilities, Major 1 per 300 sq. ft. of office area, plus 1 per Utilities, Minor vehicle required to service each facility Wireless Communications Facilities 1 per 300 sq. ft. of floor area for habitable buildings
Note 1: For duplexes, no parking may be required if either of the following is true:
a. The parcel is located within one-half (½) mile walking distance of either a high-quality transit corridor as defined in Subsection (b) of Section 21155 of the Public Resources Code, or a major transit stop as defined in Section 21064.3 of the Public Resources Code; or
b. There is a car share vehicle located within one (1) block of the parcel. (Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016; Ord. No. 2502, § 5, 8-19-19; Ord. No. 2543, §§ 60, 61, 9-6-2022)
Formatted: List Paragraph, Indent: Left: 0.25",
Hanging: 0.25", Numbered + Level: 1 + Numbering
Style: a, b, c, … + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Indent at: 0.75"

Created: 2024-11-15 13:49:41 [EST]
(Supp. No. 81, 10-24)

20.3817.63.030 Required parking spaces.

A. Number of Spaces. All land uses shall provide a minimum number of off-street parking spaces as specified in Table 20.3817.63-1 (Off-Street Parking Requirements), except as provided in Section 20.3817.63.050 (Parking Reductions).

B. Unlisted Uses.

1. The director of development servicesCommunity Development Director shall determine the minimum number of required off-street parking spaces for land uses not listed in Table 20.3817.63-1 based on the requirements for the most comparable use in this chapter or an analysis of parking requirements for similar uses in other jurisdictions or state or national standards.

2. Off-street parking requirements for unlisted land uses shall be based on the parking requirements of similar uses in Table 20.3817.63-1.

3. The director of development servicesCommunity Development Director may require the preparation of a parking demand study at the expense of the applicant to determine the parking requirement for unlisted uses.

C. Mixed or Multiple Uses. When more than one (1) land use is conducted on a parcel, the minimum number of required off-street parking spaces shall be the sum of the number of parking spaces required for each individual use.

D. Unknown Uses.

1. The Community Development Directordirector of development services shall determine the minimum number of required off-street parking spaces for nonresidential "shell" structures with no identified tenants.

2. Off-street parking requirements for nonresidential "shell" structures shall be based on anticipated tenants for the structures, as determined by the Community Development Directordirector.

E. Units of Measurement.

1. For the purpose of this chapter, "floor area," in the case of offices, merchandising or service types of uses, means the gross floor area used or intended to be used by tenants, or for service to the public as customers, patrons, clients, or patients, including areas occupied by fixtures and equipment used for display or sale or merchandise. It shall not include areas used principally for nonpublic purposes such as incidental repair, processing or packaging of merchandise, for show windows, for restrooms, for utilities, or for dressing rooms, fitting rooms, or alteration rooms.

Unless additional information is provided by the applicant, these "non-public areas" will be assumed to be fifteen (15) percent of the total gross floor area and will not be used in calculating floor area for parking purposes.

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(Supp. No. 81, 10-24)

2. In indoor or outdoor places of assembly in which spectators or patrons occupy benches, pews, or other similar seating facilities, each twenty (20) inches of such seating facilities shall be counted as one (1) seat for the purpose of determining offstreet parking facilities.

3. When units of measurements determining the number of required parking spaces result in requirements of a fractional space, fractions of spaces over one-half (½) shall be rounded up to the next whole number.

F. Conforming Status. Structures or uses established prior to the effective date of the zoning ordinance shall not be deemed nonconforming by reason of providing fewer off-street parking spaces than required by Table 20.3817.63-1. However, no such structure or use may further reduce the number of provided off-street parking spaces below the requirements of this chapter.

G. Additional Required Parking. The planning commission may require more off-street parking than required by Table 20.3817.63-1 if the commission determines that additional parking is needed to serve the proposed use and to minimize adverse impacts on neighboring properties.
(Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

20.3817.63.040 General requirements.

A. Availability and Use of Spaces.

1. Required parking spaces shall be permanently available and maintained for parking purposes for the use they are intended to serve.

2. Owners, lessees, tenants, or persons having control of the operation of a use for which parking spaces are required shall not prevent or restrict authorized persons from using these spaces.

3. Required parking spaces shall be used exclusively for the temporary parking of vehicles and shall not be used for the sale, lease, display, repair, advertising, or storage of vehicles, trailers, boats, campers, mobile homes, merchandise, or equipment, or for any other use not authorized by the zoning ordinance.

B. Location of Parking.

1. Required parking spaces shall be located on the same lot as the use they are intended to serve, except as allowed by subsection C below.

2. When the required off-street parking for a one-family or two-family structure in any Rresidential zone district is not to be provided in a covered garage or carport, each required car space shall be so located that it may later be covered by a garage or carport structure in accordance with the provisions of this chapter.

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(Supp. No. 81, 10-24)

C. Off-Site Parking.

1. For multi-family housing and nonresidential uses, the site plan review committeereview authority may approve off-site parking if it finds that practical difficulties prevent the parking from being located on the same lot it is intended to serve.

2. Off-site parking shall be located within four hundred (400) feet of the use it is intended to serve or another reasonable distance as determined by the site plan review committeereview authority.

3. If off-site parking is approved, a covenant record, approved by the city attorney, shall be filed with the county recorder. The covenant record shall require the owner of the property where the off-site parking is located to continue to maintain the parking space so long as the building, structure, or improvement is maintained within the city.

This covenant shall stipulate that the title and right to use the spaces shall not be subject to multiple covenants or contracts for use, or termination, without prior written consent of the city.

D. Parking for Persons with Disabilities.

1. Parking spaces for persons with disabilities shall be provided in compliance with California Code of Regulations Title 24.

2. Parking spaces required for the disabled shall count toward compliance with the number of parking spaces required by Table 20.3817.63-1. (Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

20.3817.63.050 Parking reductions.

The minimum number of required off-street parking spaces as specified in Table

20.3817.63-1 may be reduced as described below. The various reductions in this Section (17.63.050) are mutually exclusive and may not be combined. Projects eligible for multiple reduction types may only apply the single, greater reduction.

A. Shared Parking. Multiple land uses on a single parcel or development site may use shared parking facilities when operations for the land uses are not normally conducted during the same hours, or when hours of peak use differ. Requests for the use of shared parking may be approved if:

1. A parking demand study approved by the Community Development Director director of development services demonstrates that there will be no substantial conflicts between the land uses' principal hours of operation and periods of peak parking demand;

2. The total number of parking spaces required for the land uses does not exceed the number of parking spaces anticipated at periods of maximum use;

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(Supp. No. 81, 10-24)

3. The proposed shared parking facility is located no further than four hundred (400) feet from the primary entrance of the land use which it serves; and,

4. A covenant record as described in Section 20.3817.63.040.C.3 shall be recorded.

B. Common Parking Facilities. Common parking facilities, public or private, may be provided in lieu of the individual requirements contained in this chapter, provided, the total of such off-street parking facilities, when used together, shall not be less than the sum of the various uses computed separately. Such common facilities shall be approved by the planning commission with a conditional use permit, and the planning commission may grant a reduction in the total required parking for the uses by no more than fifteen (15) percent.

C. Low Demand. The number of parking spaces may be reduced if the land use will not utilize the required number of spaces due to the nature of the specific use, as demonstrated by a parking demand study approved by the Community Development Directordirector of development services.

D. Transportation Demand Management Plan. The number of parking spaces may be reduced by the Community Development Director director of development services up to twenty (20) percent if the project applicant prepares a transportation demand management plan which demonstrates a reduction in the demand for off-street parking spaces by encouraging the use of transit, ridesharing, biking, walking, or travel outside of peak hours.

E. Bus Stop/Transportation Facility Credit. The number of parking spaces may be reduced by up to five (5) percent for commercial or multiple-family development projects within four hundred (400) feet of a City-approved bus stop. Alternatively, ifIf a commercial or multiplefamily development project is located within four hundred (400) feet of a transit center, the project may reduce parking spaces by up to ten (10) percent.

F. Mixed-Use Projects. A mixed-use project with commercial and residential units may reduce parking requirements by up to thirty (30) percent as demonstrated by a parking demand analysis approved by the Community Development Directordirector of development services.
(Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

20.3817.63.060 Parking assessment districts.

If a parking assessment district has been established, a fee may be paid to the city in lieu of providing required off-street parking within the district.

A. Exception for Parking Districts. Property located within a district in which special assessments have been or are to be levied for providing public off-street parking shall not be required to provide off-street parking facilities for the ground floor of any such structure.

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(Supp. No. 81, 10-24)

B. Special Assessment Financing.

1. In any special assessment proceedings for financing the cost of public off-street parking facilities, any improved property shall be granted a credit against the assessment to be levied, in such ratio as the cCity Council shall determine, for any improved customer, owner, tenant or employee parking spaces or reasonable access areas.

2. In determining the amount of assessment credit, the area of credit shall be improved in accordance with this code. If not so improved at the time of granting the credit, the owner shall cause the area to be so improved within sixty (60) days thereafter, or otherwise the credit shall be removed. A parking space is defined as an area of eight and one-half (8½) by twenty (20) feet in dimension. The determination of the cCity cCouncil as to the amount of "reasonable access" shall be final.

3. Areas used for parking of delivery vehicles or other commercial or industrial vehicles, and open areas used for storage or otherwise in the operation of the business, shall not be included in any area of credit. Any area for which a credit for parking is granted shall remain subject to the requirements of this chapter for providing off-street parking.

C. In-lieu Parking Fee. In lieu of providing off-street parking within a special assessment parking district, an owner may pay to the city a sum equal to one thousand two hundred dollars ($1,200.00) per parking space, which money shall be deposited in a special fund and used for providing, improving or maintaining off-street parking facilities in said district.

D. Additions to Parking Districts.

1. Each owner of a property not included within a district in which special assessments are levied for providing public off-street parking, but within four hundred (400) feet of a public parking lot located within such a district, may pay a participation fee to defray the cost of providing required off-street public parking facilities, in exchange for the benefits and the responsibilities of inclusion in said district. Upon payment of the participation fee as provided in Section 20.3817.63.060.D.2 and continuing payment of assessments imposed by the district, the owner of the subject property shall not be required to provide off-street parking facilities for the ground floor of any structure on the property, and may also pay in-lieu parking fees as provided in Section

20.3817.63.060.C.

2. The participation fee shall be deposited in a special fund and used for providing, improving, or maintaining off-street parking facilities in said district. The amount of participation fee shall be computed as follows:
a. Participation fee = (Basic Charge + Cost Index)
b. "Basic charge" is ninety (90) cents per square foot of the subject property, and two hundred forty-five dollars ($245.00) per front foot of the subject property,

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(Supp. No. 81, 10-24)

measured as the subject property's frontage along the public right-of-way with the highest traffic volume.
c. "Cost index" is the most current cost index (calculated on an annual basis based on the previous year's Consumer Price Index, All Urban Consumers, published by the U.S. Department of Labor), multiplied by the total square foot and front foot of the subject property. In the event of discontinuation of such index, the index most closely resembling said index.
(Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

20.3817.63.070 Parking design and development standards.

A. Dimensions. The minimum required dimensions for off-street parking spaces shall conform to the latest edition of the city's Standard Designs of Common Engineering Structures.

However, all parking spaces shall be a minimum of nine (9) feet in width.

B. Compact Spaces.

1. A maximum of twenty-five (25) percent of required off-street parking spaces may be compact spaces.

2. All parking spaces for compact cars shall be clearly marked with the word "Compact" either on the wheel stop or curb, or on the pavement at the opening of the space.

C. Parking Access. The required dimensions for driveways providing access to off-street parking spaces shall conform to the latest edition of the city's Standard Designs of Common Engineering Structures.

Figure 20.3817.63-1 Example of 90-Degree Parking Space Dimensions D. Surfacing.

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(Supp. No. 81, 10-24)

1. All permanent parking spaces and drive aisles shall be paved with asphalt, concrete or other all-weather surface per the latest edition of the city's Standard Designs of Common Engineering Structures.

2. Permeable paving materials, such as porous concrete/asphalt, open-jointed pavers, and turf grids, are a permitted surface material, subject to approval by the city engineer.

E. Tandem Parking Spaces. Tandem parking spaces may be permitted for all residential land uses, provided that they comply with the following standards:

1. Parking spaces in a tandem configuration shall be reserved for and assigned to a single dwelling unit.

2. All required guest parking shall be provided as single, non-tandem parking spaces.

3. Tandem parking spaces shall not block the use of the drive aisle to access other parking spaces located within the parking area.

4. Tandem parking spaces shall be used to accommodate passenger vehicles only.

F. Landscaping.

1. General Standards. All landscaping within parking areas shall comply with the requirements of Chapter 20.368.34 (Landscape Maintenanceing) in addition to the standards within this section.

2. Landscaping Defined. Except as otherwise specified in this section, landscaping and landscaped areas shall consist of drought-tolerant plant materials, including any combination of trees, shrubs, and ground cover.

3. Parking Lot Standards. As illustrated in Figure 20.3817.63-2 (Parking Lot Landscaping Standards), the following landscaping standards, as well as the standards in the city's Standard Designs of Common Engineering Structures, shall apply to parking lots containing six (6) or more parking spaces. All landscape areas shall have an irrigation system.

Created: 2024-11-15 13:49:41 [EST]
(Supp. No. 81, 10-24)

Figure 20.3817.63-2 Parking Lot Landscaping Standards
a. Interior Landscaping. All areas within a parking lot not utilized for parking spaces or access/circulation shall be landscaped with plantings with drought-tolerant, non-invasive species.
b. Shade Trees.
(1) One (1) shade tree shall be provided for every six (6) parking spaces, or portion thereof, in a parking lot in addition to street trees. (2) Shade trees shall be a minimum fifteen (15) gallon box in size and shall provide a minimum thirty (30)-foot canopy at maturity.
(3) Shade trees shall be of a type that can reach maturity within fifteen (15) years of planting and shall be selected from a city-approved list of canopy tree species suitable for the valley climate.
(4) Shade trees shall be arranged in a parking lot to provide maximum shade coverage (based on a thirty (30)-foot canopy) on August 21. The arrangement should approximate nearly fifty (50) percent shade coverage at noon on August 21 within fifteen (15) years of planting. (5) The above standards may be modified at the discretion of the review authoritywith a minor use permit if alternative shade structures (including solar carports) are provided. Design standards for such shade structures shall be subject to approval by the review authorityapproved as part of the minor use permit process as well.

4. Concrete Curbs

Created: 2024-11-15 13:49:41 [EST]
(Supp. No. 81, 10-24)

a. All landscape areas shall be separated from parking spaces, drive aisles and driveways by a raised concrete curb. Raised concrete curbs shall be a minimum of six (6) inches high by six (6) inches deep.
b. The city may approve alternatives to raised concrete curbs as needed to comply with any mandatory storm water drainage standards.

5. Parking Space Landscaping. A maximum of two (2) feet at the front end of a parking space may be landscaped in lieu of paving surface.

6. Timing. Landscaping shall be installed prior to the city's authorization to occupy any buildings served by the parking area, or prior to the final inspection for the parking lot, unless otherwise approved by the Community Development Directordirector of development services.

G. Lighting.

1. A parking area with six (6) or more parking spaces shall include outdoor lighting that provides a minimum illumination of 1.0 foot candles over the entire parking area or as otherwise required by the building code.

2. Outdoor lighting as required by Subsection G.1 above shall be provided during nighttime business hours.

3. All parking space area lighting shall be energy efficient and designed so that any glare or spillage is directed away from residential properties.

4. All fixtures shall be hooded.

H. Pedestrian Access. Parking lots shall include pedestrian walkways in compliance with American with Disabilities Act (ADA) requirements and the California Building Code.

I. Screening. Parking lots of six (6) spaces or more shall comply with the following screening standards, unless otherwise approved with a minor use permitby the review authority.

1. Location. Screening with a minimum width of five (5) feet shall be provided along the perimeter of parking lots fronting a public or private street or abutting a residential zone.

2. Height.
a. Screening adjacent to streets shall have a minimum height of two and one-half (2½) feet.
b. Screening abutting a residential zoning district shall have a minimum height of six (6) feet, except in required setback areas, where the minimum height shall be four (4) feet.
c. Commercial parking lots abutting residential zoning districts shall have a solid wall with a minimum height of six (6) feet.

Created: 2024-11-15 13:49:41 [EST]
(Supp. No. 81, 10-24)

3. Materials. Required screening may consist of one (1) or more of the following materials:
a. Low-profile walls constructed of brick, stone, stucco or other durable material with graffiti-proof coating materials or landscaping/vines. b. Evergreen plants that form an opaque screen.
c. An open fence combined with landscaping to form an opaque screen. d. A berm landscaped with ground cover, shrubs, or trees. (Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

20.3817.63.080 Bicycle parking.

A. Applicability. All multi-family and nonresidential land uses shall provide bicycle parking as specified in this section and in accordance with Sections 20.3817.63.020 (Applicability) and

20.3817.63.030 (Required Parking Spaces), except for the following uses:

1. Gas and service stations

2. Maintenance and repair services

3. Vehicle repair

4. Vehicle sales and rental

5. Wholesaling

6. Construction and material yards

7. Warehousing and distribution

8. Other similar uses as determined by the Community Development Directordirector of development services.

B. Types of Bicycle Parking.

1. Short-Term/Class II Bicycle Parking. Short-term/Class II bicycle parking provides shoppers, customers, and other visitors who generally park for two (2) hours or less a convenient and readily accessible place to park bicycles.

2. Long-Term/Class I Bicycle Parking. Long-term/Class I bicycle parking provides employees, residents, visitors and others who generally stay at a site for several hours a secure and weather-protected place to park bicycles.

C. Bicycle Parking Spaces Required. The number of required bicycle parking spaces shall be as specified in Table 20.3817.63-4 (Required Bicycle Parking Spaces).

Table 20.3817.63-4 Required Bicycle Parking Spaces
Required Bicycle Parking Spaces

Created: 2024-11-15 13:49:41 [EST]
(Supp. No. 81, 10-24)

Land Use Short-Term Spaces Long-Term Spaces
Multi-Family Dwellings of 6
units or more, Group
Housing, and Single Room
Occupancy
10% of required automobile
parking spaces; minimum of
2 spaces
For uses 10 units or greater:
1 per 10 units;, minimum of 2
spaces
Non-Residential Uses 8% of required automobile
spaces, minimum of 2 spaces
For uses 20,000 sq. ft. or
greater: 85% of required
automobile spaces, for uses
10,000 sq. ft. or greater;
minimum of 2 spaces
D. Short-Term/Class II Bicycle Parking Standards. Short-term bicycle parking shall be located within one hundred (100) feet of the primary entrance of the structure or use it is intended to serve, and be readily visible to passers-by, and at least twenty-five (25) percent of required short-term bicycle parking spaces shall be covered.

E. Long-Term Bicycle Parking Standards. The Ffollowing standards shall be recommended, but not required, for long-term bicycle parking:

1. Location. Long-term bicycle parking shall be located in highly visible, well-lighted areas that are convenient to the street and users.

2. Cover. A minimum of seventy-five (75) percent of required long-term bicycle parking spaces shall be covered.

3. Parking Facilities. Long-term bicycle parking spaces must be secure and may include:
a. Covered, lockable enclosures with permanently anchored racks for bicycles; or, b. Lockable bicycle rooms or areas with permanently anchored racks; or, c. Lockable, permanently anchored bicycle lockers.

F. Parking Space Dimensions.

1. Minimum dimensions of two (2) feet by six (6) feet shall be provided for each bicycle parking space (illustrated in Figure 20.3817.63-3).

2. An aisle of at least five (5) feet shall be provided behind all bicycle parking to allow room for maneuvering.

3. Two (2) feet of clearance shall be provided between bicycle parking spaces and adjacent walls, polls, landscaping, pedestrian paths, and other similar features.

4. Four (4) feet of clearance shall be provided between bicycle parking spaces and adjacent automobile parking spaces and drive aisles.

G. Rack Design. Bicycle racks must be capable of locking both the wheels (one (1) wheel with a U-type lock), providing at least two (2) points of contact with the frame of the bicycle,

Created: 2024-11-15 13:49:41 [EST]
(Supp. No. 81, 10-24)

and supporting bicycles in an upright position. "Inverted U" bicycle racks are highly recommended.

H. Cover. Required cover for bicycle parking spaces shall be permanent, designed to protect the bicycle from sun and rainfall, and be at least seven (7) feet above the floor or ground.

Figure 20.3817.63-3 Short-Term/Class II Bicycle Parking Dimensions (Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

20.3817.63.090 Off-street loading.

A. Applicability. All retail, restaurant, hotel, warehousing, manufacturing, hospitals, laundry, and similar uses that involve the frequent receipt or delivery of materials or merchandise shall provide off-street loading spaces consistent with the requirements of this section.

B. Number of Loading Spaces. The minimum number of required loading spaces shall be as specified in Table 20.2817.63-5 (Required Loading Spaces).

Table 20.3817.63-5 Required Loading Spaces
Total Gross Floor Area Required Loading Spaces
Less than 5,000 sq. ft. None
5,000 to 25,000 sq. ft. 1
Greater than 25,000 sq. ft. 2 plus 1 per each additional 20,000 sq. ft.

Created: 2024-11-15 13:49:41 [EST]
(Supp. No. 81, 10-24)

Figure 20.3817.63-4 Off-Street Loading
C. Location.

1. Required loading spaces shall be located on the same lot as the use they are intended to serve.

2. A formal agreement among property owners shall be required and recorded if an immediately adjacent lot is used as required loading spaces.

3. No loading space shall be located closer than fifty (50) feet to a residential zone, unless the loading space is wholly enclosed within a building or screened by a solid wall not less than eight (8) feet in height.

D. Dimensions.

1. Each loading space shall have minimum dimensions of ten (10) feet wide, thirty-five (35) feet long, and fourteen (14) feet in vertical clearance.

2. Deviations from the minimum dimensions standards may be approved by the Community Development Director director of development services if the spatial needs are less than the minimum required due to the truck size and type that will be utilized in the operation of a specific business.

E. Design and Configuration.

Created: 2024-11-15 13:49:41 [EST]
(Supp. No. 81, 10-24)

1. Loading spaces shall be configured to ensure that loading and unloading takes place on-site and not within adjacent public rights-of-way.

2. Sufficient maneuvering area shall be provided for loading spaces so that vehicles may enter and exit an abutting street in a forward direction.

3. Loading spaces and their associated maneuvering areas shall not encroach into required employee or visitor parking areas or other on-site areas required for vehicle circulation.

4. Loading spaces shall be striped and clearly identified as for loading purposes only. (Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

Exhibit C
Title 17 - ZONING
CHAPTER 17.63 PARKING REQUIREMENTS
Atwater, California, Code of Ordinances Created: [EST]
(Supp. No.)

CHAPTER 17.63 PARKING REQUIREMENTS

17.63.010 Purpose.

This chapter establishes off-street parking requirements in order to:

A. Provide a sufficient number of off-street parking spaces for all land uses; B. Provide for functional off-street parking areas that are safe for vehicles and pedestrians; C. Ensure that parking areas are well-designed and contribute to high-quality design environment within Atwater;
D. Allow for flexibility in off-street parking requirements to support a multi-modal transportation system and sustainable development pattern; and, E. Ensure that off-street parking areas do not adversely impact land uses on neighboring properties.

17.63.020 Applicability.

A. New Structures and Uses. All new structures and uses shall comply with the standards in this chapter, including the amount of required off-street parking as specified in Table

17.63-1 (Off-Street Parking Requirements).

B. Changes in Existing Structures and Uses.

1. Additional parking shall be required for a change in use or any modification to an existing structure that results in an increase in the unit of measurement used to determine the amount of required off-street parking as specified in Table 17.63-1 (Off-Street Parking Requirements).

2. Additional off-street parking shall be required only to accommodate the incremental change or expansion of the structure or use. Additional parking shall not be required to remedy parking deficiencies existing prior to the change to an existing structure or use.

3. Additional parking for nonresidential uses is not required if the parking needed to accommodate the change is either:
a. Two (2) or fewer parking spaces; or,
b. Ten (10) percent or less of the total required off-street parking spaces for the use.

Table 17.63 -1 Off-Street Parking Requirements

Created: [EST]
(Supp. No.)

Land Uses Number of Required Parking Spaces

RESIDENTIAL LAND USES
Caretaker's Home 1 per unit
Duplexes 1 per unit unless an exception is met in Note
1, below.

Group Homes and Facilities 1 per unit plus 1 per 300 sq. ft. of office and other nonresidential areas
Group Housing 1 per unit
Live/Work Units 1.75 per unit
Mobile Home Parks 1 per unit and 1 per office or employee Multiple Family Dwellings/Condominiums 1.75 spaces per unit of 2 bedrooms or less up to 30 units and 1.5 spaces per unit
thereafter, plus 0.5 spaces per additional
bedroom over 2 in each unit and 1.0 spaces
per additional full or partial bathroom over 3
in each unit
Residential Care Facilities, Small 1 per unit
Residential Care Facilities, Large (Includes
Convalescent/Nursing Homes)
1 per 4 beds; plus 1 per 300 sq. ft. of office or
1 per employee, whichever is greater
Accessory Dwelling Units One or more bedrooms: 1 per unit, unless an exception in AMC 17.28.010 F.7. is met.

Single Family Dwellings 2 per unit, however, if the lot is not located on a cul-de-sac and has less than 60-feet of
frontage, then only 1 space is required
Single-Room Occupancy 1 per unit
Transitional/Supportive Housing 1 per 4 beds plus 1 per 300 sq. ft. of office and other nonresidential areas

PUBLIC AND QUASI-PUBLIC LAND USES
Cemeteries, Mausoleums, Funeral Parlors,
and Mortuaries
1 per 5 fixed seats, or 1 per 35 sq. ft. of
largest assembly area without fixed seats
Colleges and Trade Schools 1 per 100 sq. ft. of classroom area or 1 per employee, whichever is greater
Community Assembly 1 per 3.5 fixed seats, or 1 per 60 sq. ft. of Cultural Institutions assembly area for uses without fixed seats Day Care Centers 1 per 400 sq. ft. of floor area used for daycare and 1 per employee
Day Care Home Facilities, Small (1-8 children) 1 per unit Day Care Home Facilities, Large (9-14
children)
1 per unit plus 1 per employee

Created: [EST]
(Supp. No.)

Drug Rehabilitation Center 1 per 6 beds plus 1 per 300 sq. ft. of office or other nonresidential floor area
Emergency Shelters 1 per 10 beds plus 1 per 300 sq. ft. of office or other nonresidential floor area
Government Offices 1 per 300 sq. ft. of floor area
Hospitals 1 per bed up to 100 beds; 1 per 2 beds for up to next 100 beds; 1 per 4 beds thereafter
Medical Offices and Clinics 1 per 200 sq. ft. of floor area Public Safety Facilities 1 per 1,000 sq. ft. and 2 additional parking spaces for station vehicles
Schools, Public or Private 2 per classroom or 1 per employee, whichever is greater
Social Assistance Services 1 space per 300 square feet of floor area

COMMERCIAL LAND USES
Adult Entertainment Businesses 1 per 300 sq. ft. of floor area Alcoholic Beverage Sales, Retail 1 per 250 sq. ft. of floor area Animal Sales and Services 1 per 300 sq. ft. of floor area Banks, Retail 1 per 250 sq. ft. of floor area or 1 per
employee, whichever is greater
Bars and Nightclubs 1 per 100 sq. ft. of floor area or 1 per 50 sq. ft. of floor area used for dancing or 1 per 2.5
seats, whichever is greater
Bed and Breakfast 1 per bedroom plus 2 for owner plus 1 for each employee on largest shift
Building Supplies and Home Improvement
Stores
1 per 400 sq. ft. of floor area
Business Support Services 1 per 500 sq. ft. of floor area Card rooms/Gaming Establishments 1 per 2.5 seats
Check Cashing Establishments 1 per 250 sq. ft. of floor area Drive-Through and Drive-Up Sales 1 per 350 sq. ft. of floor area Equipment Sales and Rental 1 per 400 sq. ft. of floor area plus 1 per vehicle for sale or rent
Flea Market 1 per 300 sq. ft. of display/sales area or 1 per booth, whichever is greater
Food and Beverage Sales 1 per 250 sq. ft. of floor area Furniture and Appliance Stores 1 per 600 sq. ft. of floor area plus 1 per vehicle used in the conduct of business
Gas and Service Stations 3 spaces plus 1 per 250 sq. ft. of retail sales area

Created: [EST]
(Supp. No.)

Hotels and Motels 1 per sleeping unit or suite up to 100 units, 1 per each 2 units for each unit thereafter
Mobile Home Sales 1 per 400 sq. ft. of floor area, but in no case less than 6 spaces, plus 1 for each mobile
home for sale
Mobile Vending 2 per motorized coach, none required for pushcarts
Office, Professional 1 per 250 sq. ft. of floor area
Pawn Shops 1 per 300 sq. ft. of floor area
Personal Services 1 per 250 sq. ft. of floor area or 1 per employee, whichever is greater
Restaurant, Full Service 1 per 100 sq. ft. of floor seating area or 1 for Restaurant, Limited Service each 2.5 seats, whichever is greater Retail, General 1 per 300 sq. ft. of floor area
Vehicle Sales and Rental 1 per 400 sq. ft. of floor area; for outdoor Vehicle Parts and Accessories Sales vehicle sales lots, 3 per lot Vehicle Repair and Maintenance

INDUSTRIAL LAND USES
Contractors' Facilities 1 per 500 sq. ft. of floor area Maintenance and Repair Services 1 per 1,000 sq. ft. of floor area or 1 per 2 employees on the largest shift, whichever is
greater; and 1 per vehicle used in the
conduct of business
Manufacturing and Processing, General
Manufacturing and Processing, Heavy
Manufacturing and Processing, Light
Public/Mini Storage 1 per 50 storage units or 5 spaces, whichever is greater
Recycling Collection or Processing Facilities 1 per 1,000 sq. ft. of floor area Research and Development 1 per 1,000 sq. ft. of floor area or 1 per 2 employees on the largest shift, whichever is
greater; and 1 per vehicle used in the
conduct of business
Warehousing, Wholesaling and Distribution 1 per 2,000 sq. ft. of floor area or 1 per 2 employees on the largest shift, whichever is
greater

RECREATIONAL LAND USES
Commercial Recreation, Indoor 1 per 3.5 fixed seats or 1 per 300 sq. ft. of floor area used by customers, whichever is
greater
Commercial Recreation, Outdoor 1 per 3.5 fixed seats or 1 per 400 sq. ft. of floor area used by customers, whichever is
greater

Created: [EST]
(Supp. No.)

Golf Courses 3 per hole plus 1 per 300 sq. ft. of office or other retail area
Parks and Recreational Facilities 25 per ball field plus 5 spaces per acre of active recreational area
Sports Stadium or Arenas or Theaters 1 per 4 seats or 1 per 50 sq. ft. of floor area if no fixed seats

AGRICULTURE AND NATURAL RESOURCES LAND USE
Agricultural Processing, On-Site 1 per 1,000 sq. ft. of floor area for all habitable buildings associated with the use,
or 1 per each 2 employees on the largest
shift, whichever greater
Animal Processing, On-Site

TRANSPORTATION, COMMUNICATIONS, AND UTILITIES LAND USES Airports and Heliports 1 per 500 sq. ft. of floor area of enclosed passenger terminal area
Freight Terminals 1 per 2,000 sq. ft. of floor area
Parking Facilities 1 per 300 sq. ft. of floor area used by employees or 1 per employee whichever is
greater
Utilities, Major 1 per 300 sq. ft. of office area, plus 1 per Utilities, Minor vehicle required to service each facility Wireless Communications Facilities 1 per 300 sq. ft. of floor area for habitable buildings
Note 1: For duplexes, no parking may be required if either of the following is true:
a. The parcel is located within one-half (½) mile walking distance of either a high-quality transit corridor as defined in Subsection (b) of Section 21155 of the Public Resources Code, or a major transit stop as defined in Section 21064.3 of the Public Resources Code; or
b. There is a car share vehicle located within one (1) block of the parcel.

17.63.030 Required parking spaces.

A. Number of Spaces. All land uses shall provide a minimum number of off-street parking spaces as specified in Table 17.63-1 (Off-Street Parking Requirements), except as provided in Section 17.63.050 (Parking Reductions).

B. Unlisted Uses.

1. The Community Development Director shall determine the minimum number of required off-street parking spaces for land uses not listed in Table 17.63-1 based on the requirements for the most comparable use in this chapter or an analysis of

Created: [EST]
(Supp. No.)

parking requirements for similar uses in other jurisdictions or state or national standards.

2. Off-street parking requirements for unlisted land uses shall be based on the parking requirements of similar uses in Table 17.63-1.

3. The Community Development Director may require the preparation of a parking demand study at the expense of the applicant to determine the parking requirement for unlisted uses.

C. Mixed or Multiple Uses. When more than one (1) land use is conducted on a parcel, the minimum number of required off-street parking spaces shall be the sum of the number of parking spaces required for each individual use.

D. Unknown Uses.

1. The Community Development Directorshall determine the minimum number of required off-street parking spaces for nonresidential "shell" structures with no identified tenants.

2. Off-street parking requirements for nonresidential "shell" structures shall be based on anticipated tenants for the structures, as determined by the Community Development Director.

E. Units of Measurement.

1. For the purpose of this chapter, "floor area," in the case of offices, merchandising or service types of uses, means the gross floor area used or intended to be used by tenants, or for service to the public as customers, patrons, clients, or patients, including areas occupied by fixtures and equipment used for display or sale or merchandise. It shall not include areas used principally for nonpublic purposes such as incidental repair, processing or packaging of merchandise, for show windows, for restrooms, for utilities, or for dressing rooms, fitting rooms, or alteration rooms.

Unless additional information is provided by the applicant, these "non-public areas" will be assumed to be fifteen (15) percent of the total gross floor area and will not be used in calculating floor area for parking purposes.

2. In indoor or outdoor places of assembly in which spectators or patrons occupy benches, pews, or other similar seating facilities, each twenty (20) inches of such seating facilities shall be counted as one (1) seat for the purpose of determining offstreet parking facilities.

3. When units of measurements determining the number of required parking spaces result in requirements of a fractional space, fractions of spaces over one-half (½) shall be rounded up to the next whole number.

F. Conforming Status. Structures or uses established prior to the effective date of the zoning ordinance shall not be deemed nonconforming by reason of providing fewer off-street

Created: [EST]
(Supp. No.)

parking spaces than required by Table 17.63-1. However, no such structure or use may further reduce the number of provided off-street parking spaces below the requirements of this chapter.

G. Additional Required Parking. The planning commission may require more off-street parking than required by Table 17.63-1 if the commission determines that additional parking is needed to serve the proposed use and to minimize adverse impacts on neighboring properties.
(Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

17.63.040 General requirements.

A. Availability and Use of Spaces.

1. Required parking spaces shall be permanently available and maintained for parking purposes for the use they are intended to serve.

2. Owners, lessees, tenants, or persons having control of the operation of a use for which parking spaces are required shall not prevent or restrict authorized persons from using these spaces.

3. Required parking spaces shall be used exclusively for the temporary parking of vehicles and shall not be used for the sale, lease, display, repair, advertising, or storage of vehicles, trailers, boats, campers, mobile homes, merchandise, or equipment, or for any other use not authorized by the zoning ordinance.

B. Location of Parking.

1. Required parking spaces shall be located on the same lot as the use they are intended to serve, except as allowed by subsection C below.

2. When the required off-street parking for a one-family or two-family structure in any residential zone is not to be provided in a covered garage or carport, each required car space shall be so located that it may later be covered by a garage or carport structure in accordance with the provisions of this chapter.

C. Off-Site Parking.

1. For multi-family housing and nonresidential uses, the review authority may approve off-site parking if it finds that practical difficulties prevent the parking from being located on the same lot it is intended to serve.

2. Off-site parking shall be located within four hundred (400) feet of the use it is intended to serve or another reasonable distance as determined by the review authority.

3. If off-site parking is approved, a covenant record, approved by the city attorney, shall be filed with the county recorder. The covenant record shall require the owner of the

Created: [EST]
(Supp. No.)

property where the off-site parking is located to continue to maintain the parking space so long as the building, structure, or improvement is maintained within the city.

This covenant shall stipulate that the title and right to use the spaces shall not be subject to multiple covenants or contracts for use, or termination, without prior written consent of the city.

D. Parking for Persons with Disabilities.

1. Parking spaces for persons with disabilities shall be provided in compliance with California Code of Regulations Title 24.

2. Parking spaces required for the disabled shall count toward compliance with the number of parking spaces required by Table 17.63-1.
(Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

17.63.050 Parking reductions.

The minimum number of required off-street parking spaces as specified in Table 17.63-1 may be reduced as described below. The various reductions in this Section (17.63.050) are mutually exclusive and may not be combined. Projects eligible for multiple reduction types may only apply the single, greater reduction.

A. Shared Parking. Multiple land uses on a single parcel or development site may use shared parking facilities when operations for the land uses are not normally conducted during the same hours, or when hours of peak use differ. Requests for the use of shared parking may be approved if:

1. A parking demand study approved by the Community Development Director demonstrates that there will be no substantial conflicts between the land uses' principal hours of operation and periods of peak parking demand;

2. The total number of parking spaces required for the land uses does not exceed the number of parking spaces anticipated at periods of maximum use;

3. The proposed shared parking facility is located no further than four hundred (400) feet from the primary entrance of the land use which it serves; and,

4. A covenant record as described in Section 17.63.040.C.3 shall be recorded.

B. Common Parking Facilities. Common parking facilities, public or private, may be provided in lieu of the individual requirements contained in this chapter, provided, the total of such off-street parking facilities, when used together, shall not be less than the sum of the various uses computed separately. Such common facilities shall be approved by the planning commission with a conditional use permit, and the planning commission may grant a reduction in the total required parking for the uses by no more than fifteen (15) percent.

Created: [EST]
(Supp. No.)

C. Low Demand. The number of parking spaces may be reduced if the land use will not utilize the required number of spaces due to the nature of the specific use, as demonstrated by a parking demand study approved by the Community Development Director.

D. Transportation Demand Management Plan. The number of parking spaces may be reduced by the Community Development Director up to twenty (20) percent if the project applicant prepares a transportation demand management plan which demonstrates a reduction in the demand for off-street parking spaces by encouraging the use of transit, ridesharing, biking, walking, or travel outside of peak hours.

E. Bus Stop/Transportation Facility Credit. The number of parking spaces may be reduced by up to five (5) percent for commercial or multiple-family development projects within four hundred (400) feet of a City-approved bus stop. Alternatively, if a commercial or multiplefamily development project is located within four hundred (400) feet of a transit center, the project may reduce parking spaces by up to ten (10) percent.

F. Mixed-Use Projects. A mixed-use project with commercial and residential units may reduce parking requirements by up to thirty (30) percent as demonstrated by a parking demand analysis approved by the Community Development Director. (Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

17.63.060 Parking assessment districts.

If a parking assessment district has been established, a fee may be paid to the city in lieu of providing required off-street parking within the district.

A. Exception for Parking Districts. Property located within a district in which special assessments have been or are to be levied for providing public off-street parking shall not be required to provide off-street parking facilities for the ground floor of any such structure.

B. Special Assessment Financing.

1. In any special assessment proceedings for financing the cost of public off-street parking facilities, any improved property shall be granted a credit against the assessment to be levied, in such ratio as the City Council shall determine, for any improved customer, owner, tenant or employee parking spaces or reasonable access areas.

2. In determining the amount of assessment credit, the area of credit shall be improved in accordance with this code. If not so improved at the time of granting the credit, the owner shall cause the area to be so improved within sixty (60) days thereafter, or otherwise the credit shall be removed. A parking space is defined as an area of eight and one-half (8½) by twenty (20) feet in dimension. The determination of the City Council as to the amount of "reasonable access" shall be final.

Created: [EST]
(Supp. No.)

3. Areas used for parking of delivery vehicles or other commercial or industrial vehicles, and open areas used for storage or otherwise in the operation of the business, shall not be included in any area of credit. Any area for which a credit for parking is granted shall remain subject to the requirements of this chapter for providing off-street parking.

C. In-lieu Parking Fee. In lieu of providing off-street parking within a special assessment parking district, an owner may pay to the city a sum equal to one thousand two hundred dollars ($1,200.00) per parking space, which money shall be deposited in a special fund and used for providing, improving or maintaining off-street parking facilities in said district.

D. Additions to Parking Districts.

1. Each owner of a property not included within a district in which special assessments are levied for providing public off-street parking, but within four hundred (400) feet of a public parking lot located within such a district, may pay a participation fee to defray the cost of providing required off-street public parking facilities, in exchange for the benefits and the responsibilities of inclusion in said district. Upon payment of the participation fee as provided in Section 17.63.060.D.2 and continuing payment of assessments imposed by the district, the owner of the subject property shall not be required to provide off-street parking facilities for the ground floor of any structure on the property, and may also pay in-lieu parking fees as provided in Section

17.63.060.C.

2. The participation fee shall be deposited in a special fund and used for providing, improving, or maintaining off-street parking facilities in said district. The amount of participation fee shall be computed as follows:
a. Participation fee = (Basic Charge + Cost Index)
b. "Basic charge" is ninety (90) cents per square foot of the subject property, and two hundred forty-five dollars ($245.00) per front foot of the subject property, measured as the subject property's frontage along the public right-of-way with the highest traffic volume.
c. "Cost index" is the most current cost index (calculated on an annual basis based on the previous year's Consumer Price Index, All Urban Consumers, published by the U.S. Department of Labor), multiplied by the total square foot and front foot of the subject property. In the event of discontinuation of such index, the index most closely resembling said index.
(Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

17.63.070 Parking design and development standards.

A. Dimensions. The minimum required dimensions for off-street parking spaces shall conform to the latest edition of the city's Standard Designs of Common Engineering Structures.

Created: [EST]
(Supp. No.)

B. Compact Spaces.

1. A maximum of twenty-five (25) percent of required off-street parking spaces may be compact spaces.

2. All parking spaces for compact cars shall be clearly marked with the word "Compact" either on the wheel stop or curb, or on the pavement at the opening of the space.

C. Parking Access. The required dimensions for driveways providing access to off-street parking spaces shall conform to the latest edition of the city's Standard Designs of Common Engineering Structures.

Figure 17.63-1 Example of 90-Degree Parking Space Dimensions D. Surfacing.

1. All permanent parking spaces and drive aisles shall be paved with asphalt, concrete or other all-weather surface per the latest edition of the city's Standard Designs of Common Engineering Structures.

2. Permeable paving materials, such as porous concrete/asphalt, open-jointed pavers, and turf grids, are a permitted surface material, subject to approval by the city engineer.

E. Tandem Parking Spaces. Tandem parking spaces may be permitted for all residential land uses, provided that they comply with the following standards:

1. Parking spaces in a tandem configuration shall be reserved for and assigned to a single dwelling unit.

2. All required guest parking shall be provided as single, non-tandem parking spaces.

3. Tandem parking spaces shall not block the use of the drive aisle to access other parking spaces located within the parking area.

4. Tandem parking spaces shall be used to accommodate passenger vehicles only.

F. Landscaping.

Created: [EST]
(Supp. No.)

1. General Standards. All landscaping within parking areas shall comply with the requirements of Chapter 8.34 (Landscape Maintenance) in addition to the standards within this section.

2. Landscaping Defined. Except as otherwise specified in this section, landscaping and landscaped areas shall consist of drought-tolerant plant materials, including any combination of trees, shrubs, and ground cover.

3. Parking Lot Standards. As illustrated in Figure 17.63-2 (Parking Lot Landscaping Standards), the following landscaping standards, as well as the standards in the city's Standard Designs of Common Engineering Structures, shall apply to parking lots containing six (6) or more parking spaces. All landscape areas shall have an irrigation system.

Figure 17.63-2 Parking Lot Landscaping Standards
a. Interior Landscaping. All areas within a parking lot not utilized for parking spaces or access/circulation shall be landscaped with plantings with drought-tolerant, non-invasive species.
b. Shade Trees.
(1) One (1) shade tree shall be provided for every six (6) parking spaces, or portion thereof, in a parking lot in addition to street trees. (2) Shade trees shall be a minimum fifteen (15) gallon box in size and shall provide a minimum thirty (30)-foot canopy at maturity.

Created: [EST]
(Supp. No.)

(3) Shade trees shall be of a type that can reach maturity within fifteen (15) years of planting and shall be selected from a city-approved list of canopy tree species suitable for the valley climate.
(4) Shade trees shall be arranged in a parking lot to provide maximum shade coverage (based on a thirty (30)-foot canopy) on August 21. The arrangement should approximate nearly fifty (50) percent shade coverage at noon on August 21 within fifteen (15) years of planting. (5) The above standards may be modified at the discretion of the review authority if alternative shade structures (including solar carports) are provided. Design standards for such shade structures shall be subject to approval by the review authority.

4. Concrete Curbs
a. All landscape areas shall be separated from parking spaces, drive aisles and driveways by a raised concrete curb. Raised concrete curbs shall be a minimum of six (6) inches high by six (6) inches deep.
b. The city may approve alternatives to raised concrete curbs as needed to comply with any mandatory storm water drainage standards.

5. Parking Space Landscaping. A maximum of two (2) feet at the front end of a parking space may be landscaped in lieu of paving surface.

6. Timing. Landscaping shall be installed prior to the city's authorization to occupy any buildings served by the parking area, or prior to the final inspection for the parking lot, unless otherwise approved by the Community Development Director.

G. Lighting.

1. A parking area with six (6) or more parking spaces shall include outdoor lighting that provides a minimum illumination of 1.0 foot candles over the entire parking area or as otherwise required by the building code.

2. Outdoor lighting as required by Subsection G.1 above shall be provided during nighttime business hours.

3. All parking space area lighting shall be energy efficient and designed so that any glare or spillage is directed away from residential properties.

4. All fixtures shall be hooded.

H. Pedestrian Access. Parking lots shall include pedestrian walkways in compliance with American with Disabilities Act (ADA) requirements and the California Building Code.

I. Screening. Parking lots of six (6) spaces or more shall comply with the following screening standards, unless otherwise approved by the review authority.

Created: [EST]
(Supp. No.)

1. Location. Screening with a minimum width of five (5) feet shall be provided along the perimeter of parking lots fronting a public or private street or abutting a residential zone.

2. Height.
a. Screening adjacent to streets shall have a minimum height of two and one-half (2½) feet.
b. Screening abutting a residential zoning district shall have a minimum height of six (6) feet, except in required setback areas, where the minimum height shall be four (4) feet.
c. Commercial parking lots abutting residential zoning districts shall have a solid wall with a minimum height of six (6) feet.

3. Materials. Required screening may consist of one (1) or more of the following materials:
a. Low-profile walls constructed of brick, stone, stucco or other durable material with graffiti-proof coating materials or landscaping/vines. b. Evergreen plants that form an opaque screen.
c. An open fence combined with landscaping to form an opaque screen. d. A berm landscaped with ground cover, shrubs, or trees. (Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

17.63.080 Bicycle parking.

A. Applicability. All multi-family and nonresidential land uses shall provide bicycle parking as specified in this section and in accordance with Sections 17.63.020 (Applicability) and

17.63.030 (Required Parking Spaces), except for the following uses:

1. Gas and service stations

2. Maintenance and repair services

3. Vehicle repair

4. Vehicle sales and rental

5. Wholesaling

6. Construction and material yards

7. Warehousing and distribution

8. Other similar uses as determined by the Community Development Director.

B. Types of Bicycle Parking.

Created: [EST]
(Supp. No.)

1. Short-Term/Class II Bicycle Parking. Short-term/Class II bicycle parking provides shoppers, customers, and other visitors who generally park for two (2) hours or less a convenient and readily accessible place to park bicycles.

2. Long-Term/Class I Bicycle Parking. Long-term/Class I bicycle parking provides employees, residents, visitors and others who generally stay at a site for several hours a secure and weather-protected place to park bicycles.

C. Bicycle Parking Spaces Required. The number of required bicycle parking spaces shall be as specified in Table 17.63-4 (Required Bicycle Parking Spaces).

Table 17.63-4 Required Bicycle Parking Spaces
Required Bicycle Parking Spaces
Land Use Short-Term Spaces Long-Term Spaces
Multi-Family Dwellings of 6
units or more, Group
Housing, and Single Room
Occupancy
10% of required automobile
parking spaces; minimum of
2 spaces
For uses 10 units or greater:
1 per 10 units, minimum of 2
spaces
Non-Residential Uses 8% of required automobile
spaces, minimum of 2 spaces
For uses 20,000 sq. ft. or
greater: 5% of required
automobile spaces, minimum
of 2 spaces
D. Short-Term/Class II Bicycle Parking Standards. Short-term bicycle parking shall be located within one hundred (100) feet of the primary entrance of the structure or use it is intended to serve and be readily visible to passers-by.

E. Long-Term Bicycle Parking Standards. The following standards shall be recommended, but not required, for long-term bicycle parking:

1. Location. Long-term bicycle parking shall be located in highly visible, well-lighted areas that are convenient to the street and users.

2. Cover. A minimum of seventy-five (75) percent of required long-term bicycle parking spaces shall be covered.

3. Parking Facilities. Long-term bicycle parking spaces must be secure and may include:
a. Covered, lockable enclosures with permanently anchored racks for bicycles; or, b. Lockable bicycle rooms or areas with permanently anchored racks; or, c. Lockable, permanently anchored bicycle lockers.

F. Parking Space Dimensions.

1. Minimum dimensions of two (2) feet by six (6) feet shall be provided for each bicycle parking space (illustrated in Figure 17.63-3).

Created: [EST]
(Supp. No.)

2. An aisle of at least five (5) feet shall be provided behind all bicycle parking to allow room for maneuvering.

3. Two (2) feet of clearance shall be provided between bicycle parking spaces and adjacent walls, polls, landscaping, pedestrian paths, and other similar features.

4. Four (4) feet of clearance shall be provided between bicycle parking spaces and adjacent automobile parking spaces and drive aisles.

G. Rack Design. Bicycle racks must be capable of locking both the wheels (one (1) wheel with a U-type lock), providing at least two (2) points of contact with the frame of the bicycle, and supporting bicycles in an upright position. "Inverted U" bicycle racks are highly recommended.

H. Cover. Required cover for bicycle parking spaces shall be permanent, designed to protect the bicycle from sun and rainfall, and be at least seven (7) feet above the floor or ground.

Figure 17.63-3 Short-Term/Class II Bicycle Parking Dimensions (Ord. No. 2465, § 2(Exhs. A., B.), 9-19-2016)

17.63.090 Off-street loading.

A. Applicability. All retail, restaurant, hotel, warehousing, manufacturing, hospitals, laundry, and similar uses that involve the frequent receipt or delivery of materials or merchandise shall provide off-street loading spaces consistent with the requirements of this section.

Created: [EST]
(Supp. No.)

B. Number of Loading Spaces. The minimum number of required loading spaces shall be as specified in Table 17.63-5 (Required Loading Spaces).

Table 17.63-5 Required Loading Spaces
Total Gross Floor Area Required Loading Spaces
Less than 5,000 sq. ft. None
5,000 to 25,000 sq. ft. 1
Greater than 25,000 sq. ft. 2 plus 1 per each additional 20,000 sq. ft.

Figure 17.63-4 Off-Street Loading
C. Location.

1. Required loading spaces shall be located on the same lot as the use they are intended to serve.

2. A formal agreement among property owners shall be required and recorded if an immediately adjacent lot is used as required loading spaces.

3. No loading space shall be located closer than fifty (50) feet to a residential zone, unless the loading space is wholly enclosed within a building or screened by a solid wall not less than eight (8) feet in height.

D. Dimensions.

Created: [EST]
(Supp. No.)

1. Each loading space shall have minimum dimensions of ten (10) feet wide, thirty-five (35) feet long, and fourteen (14) feet in vertical clearance.

2. Deviations from the minimum dimensions standards may be approved by the Community Development Director if the spatial needs are less than the minimum required due to the truck size and type that will be utilized in the operation of a specific business.

E. Design and Configuration.

1. Loading spaces shall be configured to ensure that loading and unloading takes place on-site and not within adjacent public rights-of-way.

2. Sufficient maneuvering area shall be provided for loading spaces so that vehicles may enter and exit an abutting street in a forward direction.

3. Loading spaces and their associated maneuvering areas shall not encroach into required employee or visitor parking areas or other on-site areas required for vehicle circulation.

4. Loading spaces shall be striped and clearly identified as for loading purposes only.

CITY COUNCIL

AGENDA REPORT

MEETING
DATE:

June 23, 2025
TO: Mayor and City Council
FROM: Christopher Hoem, City Manager, Jon OConnor, Community Development Director

PREPARED
BY:

Kayla Rashad, Executive Assistant
SUBJECT: Waive the First Reading by Title only, and introduce an Ordinance approving an Amendment to the Development
Agreement by and between the City of Atwater and the Ferrari Ranch Owners, to clarify the responsible parties for the construction of water, sewer, and storm water infrastructure for the development located at APNS: 005-120-045 & 005-120-046 (City Manager Hoem)

RECOMMENDED COUNCIL ACTION
Open the public hearing and receive any testimony from the public; and, Close the public hearing; and,
Motion to waive the first reading by title only, and introduce Ordinance No. CS 1072 approving an Amendment to the Development Agreement by and between the City of Atwater and The Ferrari Ranch Owners, to clarify the responsible parties for the construction of water, sewer, and storm water infrastructure for the development located at APNS: 005-120-045 & 005-120-046.

Motion to approve staff's recommendation as presented.

I. BACKGROUND/ANALYSIS:

1. BACKGROUND:

In 2017, the City Council approved a Development Agreement (DA) by and between the City of Atwater and the Ferrari Ranch Owners. The DA enabled the owners to move forward with applying for development applications and required certain infrastructure to be installed.

CITY COUNCIL
Mike Nelson, Mayor
Danny Ambriz Brian Raymond
John Cale Kalisa Rochester

Agenda Report - Waive the First Reading by Title only, and introduce an Ordinance approving an Amendment to the Development Agreement by and between the City of Atwater and the Ferrari Ranch Owners, to clarify the responsible parties for the construction of water, sewer, and storm water infrastructure for the development located at APNS: 005-120-045 & 005-120-046 (City Manager Hoem) Page 2

In 2022, the City was designated $3 million in federal funds to improve access to clean drinking water, sanitation services, and water management. The specific area designated was for water, sewer, and storm water infrastructure from Buhach Road to Gurr Road, along Green Sands Avenue. As this area is adjacent to Ferrari Ranch, an amendment to the DA is necessary to clarify the responsible parties of developing such infrastructure.

2. ANALYSIS:

Ferrari Ranch is poised for future development, having already been annexed and planned out. Infrastructure is a major component of this future development. The proposed amended DA clarifies that once the federal funding is used for infrastructure, the developer is responsible for their portion.

The proposed amended DA removes certain language related to terms that applied prior to annexation. Since the area has been annexed, that language has become obsolete. There were also minor clerical corrections in the proposed amended DA.

II. FISCAL IMPACTS:

No negative fiscal impacts are anticipated with the approval of this project.

III. LEGAL REVIEW:

This item has been reviewed by the City Attorney.

IV. EXISTING POLICY:

N/A
V. ALTERNATIVES:

N/A
VI. INTERDEPARTMENTAL COORDINATION:

This project has been reviewed by all relevant departments.

VII. PUBLIC PARTICIPATION:

The public notice was adequately noticed and advertised. The public will have an opportunity to provide comments on this item prior to City Council action.

VIII. ENVIRONMENTAL REVIEW:

The City reviewed the proposed amended and restated development agreement and

Agenda Report - Waive the First Reading by Title only, and introduce an Ordinance approving an Amendment to the Development Agreement by and between the City of Atwater and the Ferrari Ranch Owners, to clarify the responsible parties for the construction of water, sewer, and storm water infrastructure for the development located at APNS: 005-120-045 & 005-120-046 (City Manager Hoem) Page 3

conducted a Section 15162 consistency evaluation with the previously certified EIR (SCH# 2014011045). The evaluation substantiates the conclusion that supports a determination that no subsequent document is required as it is not anticipated that the implementation of the proposed restated and amended development agreement would result in any significant direct, indirect or cumulative impacts over and above those disclosed in the previously certified EIR (SCH# 2014011045). The project would not result in new impacts or changed circumstances that would require a new environmental document.

IX. STEPS FOLLOWING APPROVAL:

The second reading and adoption of the ordinance will be scheduled for the next regular City Council meeting.

Submitted and Approved by:

Chris Hoem, City Manager
Attachments:

1. CS 981 Adopts Ferrari Ranch Development Agreement

2. Document_20170508_0001

3. 0269-25 Draft Ordinance UPDATED

4. Ferrari Ranch DA REVISED 6-23-2025

PLANNING COMMISSION

OF THE CITY OF ATWATER
RESOLUTION NO. 0269-25

A RESOLUTION OF THE PLANNING COMMISSION OF

THE CITY OF ATWATER MAKING AN

ENVIRONMENTAL FINDING THAT THE PROJECT IS

EXEMPT UNDER THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT (CEQA) BECAUSE THE PREVIOUS

ENVIRONMENTAL IMPACT REPORT (EIR) SUFFICES,

AND RECOMMENDING THE CITY COUNCIL ADOPT AN

ORDINANCE APPROVING AN AMENDMENT TO THE

DEVELOPMENT AGREEMENT BY AND BETWEEN THE

CITY OF ATWATER AND THE FERRARI RANCH

OWNERS, TO CLARIFY THE RESPONSIBLE PARTIES

FOR THE CONSTRUCTION OF WATER, SEWER, AND

STORM WATER INFRASTRUCTURE FOR THE
DEVELOPMENT LOCATED AT APNS: 005-120-045 &
005-120-046.

WHEREAS, at a duly noticed public hearing held on June 18, 2025, the Planning Commission of the City of Atwater reviewed an amendment to the Development Agreement No. 034-17; and,
WHEREAS, the proposed amendment to the Development Agreement No. 05-07-0100 would not have a detrimental effect on the health, safety, and welfare of the neighborhood nor have any adverse effect on the community; and,
WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred; and, WHEREAS, the Planning Commission finds that the following findings can be made for Resolution No. 0269-25 amendment to the Development Agreement No. 034-17, in accordance with Atwater Municipal Code Section 17.44:

1. The proposed Development Agreement Amendment No. 25-07-0100 is consistent with the Atwater General Plan.

2. Pursuant to the California Environmental Quality Act, the City Council adopted Resolution No. 2943-17 on May 8, 2017. which certified that project environmental impacts were adequately evaluated in the Ferrari Project Final

Planning Commission Resolution No. 0269-25 Page 2
Program Environmental Impact Report (EIR) State Clearinghouse No. 2014011045, Incorporated herein by reference.

3. The City and the Owner previously entered into a development agreement (the "Original Development Agreement") for the Ferrari Ranch Project on May 22, 2017, pursuant to Ordinance No. CS 981.

4. ' The City has since been awarded federal funds to install water and sewer infrastructure, eliminating portions of the developer's obligation to construct these facilities at its own expense.

5. The City and the Owner now agree to wholly replace the Original Development Agreement dated May 22, 2017, with this Agreement, to reflect these changes and remove certain obligations that are now obsolete.

6. The project will not have a detrimental effect on the health, safety, and welfare of the neighborhood or any adverse effects on the community.

7. The public hearing for this project has been adequately noticed and advertised.

NOW THEREFORE BE IT RESOLVED, that the recitals above are true and correct and hereby incorporated by reference. The Planning Commission of the City of Atwater does hereby recommend that the City Council adopt the Development Agreement Amendment No. 25-07-0100.

The foregoing resolution is hereby adopted this 18th day of June, 2025.

AYES: MOKHA, KADACH, CONOUR, BORGWARDT
NOES:

ABSENT: SANCHEZ-GARCIA
APPROVED:

DON BORGWAR
CHAIR
ATTEST:

CHRIS HOEM,

CITY MANAGER

CITY COUNCIL
OF THE

CITY OF ATWATER

ORDINANCE NO. XXXX

AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF ATWATER APPROVING AN

AMENDMENT TO THE DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF

ATWATER AND THE FERRARI RANCH OWNERS,

TO CLARIFY THE RESPONIBLE PARTIES FOR

THE CONSTRUCTION OF WATER, SEWER, AND

STORM WATER INFRASTRUCTURE FOR THE
DEVELOPMENT LOCATED AT APNS: 005-120-
045 & 005-120-046.

WHEREAS, the City of Atwater wishes to amend and restate Development Agreement No. 034-17.; and,
WHEREAS, the City and the Owner previously entered into a development agreement (the “Original Development Agreement”) for the Ferrari Ranch Project on May 22, 2017, pursuant to Ordinance No. CS 981; and,
WHEREAS, on June 18, 2025, the Planning Commission held a duly-noticed public hearing and considered the staff report, recommendations by staff, and public testimony concerning this proposed Ordinance. Following the public hearing, the Planning Commission voted to forward the Ordinance to the City Council with a recommendation in favor of its adoption; and
WHEREAS, this project is exempt pursuant to the California Environmental Quality Act.

The City Council adopted Resolution No. 2943-17 on May 8, 2017, which certified that project environmental impacts were adequately evaluated in the Ferrari Project Final Program Environmental Impact Report (EIR) State Clearinghouse No. 2014011045, Incorporated herein by reference.; and,
WHEREAS, the proposed amendment to the Development Agreement No. 034-17 would not have a detrimental effect on the health, safety, and welfare of the neighborhood nor have any adverse effect on the community; and,
WHEREAS, the City Council finds that the following findings can be made for the amendment to Development Agreement No. 034-17, in accordance with Atwater Municipal Code Section 17.44:

City Council Ordinance No. XXXX Page 2

1. The proposed Development Agreement Amendment No. 25-07-0100 is consistent with the Atwater General Plan.

2. Pursuant to the California Environmental Quality Act, the City Council adopted Resolution No. 2943-17 on May 8, 2017, which certified that project environmental impacts were adequately evaluated in the Ferrari Project Final Program Environmental Impact Report (EIR) State Clearinghouse No. 2014011045, Incorporated herein by reference.

3. The City and the Owner previously entered into a development agreement (the “Original Development Agreement”) for the Ferrari Ranch Project on May 22, 2017, pursuant to Ordinance No. CS 981.

4. The City has since been awarded federal funds to install water and sewer infrastructure, eliminating portions of the developer’s obligation to construct these facilities at its own expense.

5. The City and the Owner now agree to wholly replace the Original Development Agreement dated May 22, 2017, with this Agreement, to reflect these changes and remove certain obligations that are now obsolete.

6. The project will not have a detrimental effect on the health, safety, and welfare of the neighborhood or any adverse effects on the community.

The public hearing for this project has been adequately noticed and advertised.

NOW THEREFORE BE IT ORDAINED, by the City Council of the City of Atwater as follows:

SECTION 1. Incorporation. The recitals above are each incorporated by reference and adopted as findings by the City Council.

SECTION 2. Amended and Restated. The attached amended and restated Development Agreement is hereby made a part of this ordinance and incorporated herein by this reference.

SECTION 3. CEQA. This project is exempt pursuant to the California Environmental Quality Act. The City Council adopted Resolution No. 2943-17 on May 8, 2017, which certified that project environmental impacts were adequately evaluated in the Ferrari Project Final Program Environmental Impact Report (EIR) State Clearinghouse No. 2014011045, Incorporated herein by reference.

SECTION 4. General Plan. The City Council hereby finds that the adoption of the Ordinance is consistent with the General Plan.

City Council Ordinance No. XXXX Page 3
SECTION 5. Effective Date. Within fifteen (15) days from and after adoption, this Ordinance shall be published once in a newspaper of general circulation printed and published in Merced County and circulated in Atwater, in accordance with California Government Code Section 36933. This Ordinance shall take effect and be enforced thirty (30) days after its adoption.
.

SECTION 6. Publication. The City Clerk is directed to certify to the adoption of this Ordinance and post or publish this Ordinance as required by law.

SECTION 7. Custodian of Records. The custodian of records for this Ordinance is the City Clerk and the records comprising the administrative record are located at 1160 Fifth St, Atwater, CA 95301.

SECTION 8. Severability. If any provision of this Ordinance or its application to any person or circumstance is held to be invalid by a court of competent jurisdiction, such invalidity has no effect on the other provisions or applications of the Ordinance that can be given effect without the invalid provision or application, and to this extent, the provisions of this Ordinance are severable. The City Council declares that it would have adopted this Ordinance irrespective of the invalidity of any portion thereof.

INTRODUCED:

ADOPTED:

AYES:

NOES:

ABSENT:

APPROVED:
__________________________________

MIKE NELSON,
MAYOR
ATTEST:
______________________________
KORY J. BILLINGS,

CITY CLERK

83744.00600\43431268.1
RECORDING REQUESTED BY:

CITY OF ATWATER
When Recorded Mail To:

City Clerk
City of Atwater 750 Bellevue Road
Atwater, CA 95301
Fee Waived per Govt. Code section 27383
Space above this line for Recorder's use

AMENDED AND RESTATED

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF ATWATER
AND

THE FERRARI RANCH OWNERS

RELATING TO THE

FERRARI RANCH PROJECT
JULY 14, 2025

83744.00600\43431268.1

AMENDED AND RESTATED

DEVELOPMENT AGREEMENT

BY AND BETWEEN THE CITY OF ATWATER

AND THE FERRARI RANCH OWNERS

RELATING TO THE FERRARI RANCH PROJECT
THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (this "Amended and Restated Development Agreement" or this "Agreement") is made and entered into as of July 14, 2025, by and between the City of Atwater, a municipal corporation ("City"), and the parties owning Ferrari Ranch as indicated by their signatures below (such parties cumulatively, "Owner") pursuant to the authority of California Government Code Section 65864 et (City and Owner each are also referred to individually as a "Party" and together as the "Parties.")

RECITALS
A. The City and the Owner previously entered into a development agreement (the "Original Development Agreement") for the Ferrari Ranch Project on May 22, 2017, pursuant to Ordinance No. CS 981 .

B. The City has since been awarded federal funds to install water and sewer infrastructure, eliminating portions of the developer's obligation to construct these facilities at its own expense.

C. The City and the Owner now agree to wholly replace the Original Development Agreement dated May 22, 2017, with this Agreement, to reflect these changes and remove certain obligations that are now obsolete.

D. In order to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic costs and risk of development, the Legislature of the State of California enacted California Government Code section 65864 et seq. (the "Development Agreement Statute"), which authorizes City to enter into a development agreement for the development of real property with any person having a legal or equitable interest in such property in order to establish certain development rights in such property. City has not adopted local regulations or procedures for consideration of development agreements, but instead relies on and follows the Development Agreement Statute and the Atwater Municipal Code as applicable.

E. Owner is the legal owner of that certain real property, located in Atwater, California commonly known as Ferrari Ranch, identified as Assessor Parcel Nos. 005-120-045 and 005-120-046, as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property").

F. Owner proposes that City authorize use and development of the Property consisting of up to 1,574,990 square feet of commercial uses on 102.5 acres, a medical complex with up to 666,100 square feet of hospital and medical office space on 30.l acres, a storm water detention area on 6.5 acres, and associated infrastructure to serve the Property and the immediate vicinity, with 20.4 acres set aside for a potential regional sports center, all as further described in the Ferrari Ranch Planned Development Master Plan described below (the "Project").

83744.00600\43431268.1
G. The Property is part of a larger area of land previously annexed to the City of Atwater concurrently with the Property, as shown on Exhibit B attached hereto and incorporated herein by this reference (the "Annexation Area"). The Annexation Area consists of the Property plus an additional approximately 199.3 acres also designated for development but not subject to this Development Agreement.

H. City and Owner's representative entered into a reimbursement agreement dated March 11, 2013, which set forth terms and conditions upon which City would be reimbursed for processing Owner's applications for various discretionary approvals, but without committing City to approve any such applications (the "Processing Agreement"). The Processing Agreement expired upon annexation of the property.

I. On May 8, 2017, the Atwater City Council held a duly noticed public hearing and took the following actions with respect to the Project (collectively, the "Initial Approvals") and then approved the Original Development Agreement:
(1) Environmental Impact Report.
(a) Adopted Resolution No. 2943-17 certifying the Ferrari Project Final Program Environmental Impact Report (SCH No. 2014101045) (the "Project EIR") as adequate under the California Environmental Quality Act (Public Resources Code section 21000 et seq., hereinafter "CEQA") to consider approval of the other Initial Approvals and the Original Development Agreement, and
(b) Adopted Resolution No. 2949-17 (i) adopting findings as required by CEQA supporting certification of the EIR and approval of the Initial Approvals and the Original Development Agreement, including a Statement of Overriding Considerations, and (ii) adopting mitigation measures and a mitigation monitoring and reporting program ("Mitigation Program") to be applied to development of the Property and the overall Annexation Area;
(2) General Plan Amendment. Adopted Resolution No. 2944-17 amending the City of Atwater General Plan (the "General Plan") to allow the uses proposed by Owner on the Property and the overall Annexation Area (the "General Plan Amendment"); (3) Prezoning. Introduced Ordinance No. CS 980 prezoning the Property and the overall Annexation Area to allow the uses proposed by Owner, conditioned and effective upon annexation of the Annexation Area to the City (the "Prezoning"), which Ordinance No. CS 980 at its second reading was adopted by the City Council at a duly noticed public hearing on May 22, 2017 approving the Prezoning;
(4) Agricultural Designation Removal. Adopted Resolution No. 2946-17 removing the "Agricultural Preserve" designation applied by Merced County from the Annexation Area, conditioned and effective upon annexation of the Annexation Area to the City;

83744.00600\43431268.1
(5) Master Plan. Adopted Resolution No. 2947-17 approving The Ferrari Ranch Planned Development Master Plan designating specified uses and criteria to be applied to the Property to allow development of the Project (the "Ferrari Ranch Planned Development Master Plan" or "Master Plan");
(6) Vesting Tentative Map. Adopted Resolution No. 2948-17 approving Vesting Tentative Map No. VTM 1701 subdividing the Property into parcels for development of the Project (the "Ferrari Ranch Vesting Tentative Map" or "Tentative Map"); and (7) Annexation. Adopted Resolution No. 2945-17 authorizing submission of an application to the Merced County Local Agency Formation Commission ("LAFCO") requesting approval to annex the Annexation Area to the City of Atwater (the "Annexation").

J. The City has determined that no additional environmental impact analysis is necessary under CEQA because this Agreement does not alter the project in any way that affects the Project’s environmental impacts from those impacts previously analyzed in the Project EIR.

K. On June 23, 2025, the Atwater City Council introduced Ordinance No. XXX to approve this Agreement. On July 14, 2025 (the "Approval Date"), the Atwater City Council held a duly noticed public hearing for a second reading of Ordinance No. XXX, found the Project EIR continues to be applicable to the Project because this Agreement does not alter the Project’s environmental impacts beyond those analyzed in the Project EIR, and adopted Ordinance No. XXX approving this Agreement and authorizing its execution (the "Approving Ordinance"). As part of the Approving Ordinance, the City Council has made the findings required by the Atwater Municipal Code and the Development Agreement Statute with respect to this Agreement. As required by Government Code section 65867.5, the City Council has found that, among other attributes, this Agreement is consistent with the objectives, policies, general land uses and programs specified in the General Plan, and it has been reviewed and evaluated in accordance with the Development Agreement Statute. As required by Government Code section 65865.5, the City Council has adopted findings and imposed conditions on this Agreement that will provide the required flood protection for the Property.

L. City has determined that the Project implements the goals and policies of the General Plan applicable to the Project and the Property and imposes appropriate standards and requirements with respect to development of the Property as to maintain and improve the overall quality of life and of the environment within and around City. As part of the process of approving the Project and the Project Approvals, the City has in accordance with CEQA undertaken the required analyses of potential environmental effects that could be caused by the Project, and City as part of the Project Approvals has imposed mitigation measures to address anticipated adverse effects.

M. Development of the Property is subject to other future discretionary and nondiscretionary City approvals and permits (collectively, the "Subsequent Approvals") including but not limited to additional subdivision maps and site development review approvals, which if granted by City in accordance with this Agreement shall automatically become part of the Project Approvals for purposes of this Agreement.

N. By entering into this Agreement, in exchange for the benefits it will provide Owner as described herein, City will recognize substantial benefits, including but not limited to the following:

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(1) Ensure the productive use of property and foster orderly growth and quality development in City;
(2) Ensure that development will proceed in accordance with the goals and policies set forth in the General Plan and will implement City's stated General Plan policies; (3) Receive substantially increased property tax revenues; (4) Benefit from increased employment opportunities for residents that are created by the Project and from continued diversification of City's economic base; (5) Benefit from availability of high-quality medical services and sports recreation facilities to be developed in the Project for City's residents; (6) Enhance the image, appearance and identity of City and its primary gateway; (7) Ensure coordination and consistency in subsequent construction on the Property, in terms of land use, architecture, landscaping, site engineering and design, infrastructure and other elements of development;
(8) Ensure construction of required public facilities, improvements and services as and when expected; and
(9) Induce Owner to incur substantial financial and other commitments to provide public infrastructure and amenities by giving Owner the certainty and predictability in the development process provided by this Agreement.

O. By entering into this Agreement, in exchange for providing the benefits to City described herein, Owner will obtain sufficient certainty and predictability in the development process to justify the substantial investments required to plan and develop a Project that will take many years to fully construct, and will be able to proceed with development of the Project in accordance with the Applicable Law (as defined herein) and the Project Approvals, subject to the terms, conditions and exceptions contained herein. This Agreement will promote and encourage development of the Project by providing Owner and any future owners and lenders a greater degree of certainty of the ability to expeditiously and economically complete the development effort.

P. City and Owner have reached agreement and desire to express herein a Development Agreement that will facilitate development of the Project subject to conditions set forth herein. This Agreement is intended to be and should be construed as a development agreement within the meaning of the Development Agreement Statute. City and Owner have taken all actions mandated by and have fulfilled all requirements set forth in the Development Agreement Statute. The consideration to be received by City and the rights secured to Owner pursuant to this Agreement constitute sufficient consideration to support the covenants and agreements of City and Owner herein.

Q. City, by electing to enter into this Agreement, acknowledges that the obligations of City herein shall survive beyond the term or terms of the present City Council members and that such action

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will serve to bind City and future City Councils to the obligations undertaken. By approving this Agreement, the City Council has elected to exercise certain governmental powers at the time of entering into this Agreement rather than deferring its actions to some undetermined future date. The terms and conditions of this Agreement have undergone extensive review by both City and its City Council and have been found to be fair, just and reasonable, and City has concluded that the pursuit of the Project will serve the best interests of its citizens and the public health, safety and welfare will be best served by entering into this obligation.

AGREEMENT
NOW, THEREFORE, with reference to the Recitals above, and in consideration of the mutual promises, obligations and covenants herein contained and other considerations, the value and adequacy of which are hereby acknowledged, City and Owner agree as follows:

1. Definition of Terms. The following capitalized terms are defined where indicated below, which shall apply when the capitalized terms are used in this Agreement:

Administrative Agreement Amendment: See Section 9.1.4.

Administrative Project Amendment: See Section 9.2.1.

Agreement: See Introductory paragraph.

Annexation Area: See Recital G.

Applicable Law: See Section 5.1.

Approval Date: See Recital K.

Approving Ordinance: See Recital K.

Benefitted Properties: See Section 7.2.1.

Benefitting Approvals: See Section 7.2.2.

Benefitting Improvements: See Section 7.2.2 and Exhibit C.

Benefitting Labor Costs: See Section 7.2.2.

CEQA: See Recital I.

City: See Introductory paragraph.

Construction Codes: See Section 5.4.1.

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Cure Period: See Section 11.1.

Development Agreement: See Introductory Paragraph.

Development Agreement Statute: See Recital D.

Development Fees: See Section 5.3.1.

Development Restrictions: See Section 5.7.

Director: See Section 9.1.4.

Effective Date: See Section 4.1.

EIR: See Recital I.

Enforced Delay: See Section 15.9.

Enhanced Infrastructure Financing District or EIF: See Section 7.1.1.

Event of Default: See Section 11.1.

Ferrari Ranch Planned Development Master Plan: See Recital I.

Ferrari Ranch Vesting Tentative Map: See Recital I.

Financing Mechanism: See Section 7.1.1.

General Plan: See Recital I.

General Plan Amendment: See Recital I.

Initial Approvals: See Recital I.

LAFCO: See Recital I.

Local Traffic Improvements: See Section 7.2.5.

Master Plan: See Recital I.

Mitigation Program: See Recital I.

Mortgage: See Section 13.1.

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Mortgagee: See Section 13.1.

New Rules: See Section 5.5.1.

Notice of Default: See Section 11.1.

Notice of Intent to Terminate: See Section 12.2.

Notice of Non-Compliance: See Section 10.4.

Notice of Termination: See Section 12.2.

Offsite Land: See Section 5.12.

Original Development Agreement: See Recital A.

Owner: See Introductory paragraph and signature pages.

Party and Parties: See Introductory paragraph.

PDMP: See Recital F.

Portion: See Section 9.1.3.

Prezoning: See Recital I, 3.

Processing Agreement: See Recital E.

Processing Fees: See Section 5.3.2.

Project: See Recital C.

Project Approvals: See Recital F.

Project-Related Infrastructure: See Section 8.1.

Property: See Recital B.

Regional Traffic Improvements: See Section 7.2.5.

Regional Transportation Impact Fee or RTIF: See Section 5.3.1.

Reimbursable Expenses: See Section 7.2.2.

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Release from Obligations: See Section 12.3.

Sewer Facilities: See Section 8.1.

Storm Drainage Facilities: See Section 8.1.

Subsequent Approvals: See Recital J.

Tentative Map: See Recital F.

Term: See Section 5.2.1.

Transportation Facilities: See Section 8.1.

Transportation Improvement Plan or TIP: See Section 7.2.5 and Exhibit D.

Water Facilities: See Section 8.1.

2. Property and Owner.

2.1 Property. The Property which is the subject of this Development Agreement is described in Recital B.

2.2 Interest of Owner. Owner has a legal or equitable interest in the Property in that it owns the Property in fee simple. Accordingly, this Agreement once executed and effective shall be fully binding and enforceable by the Parties.

3. Relationship of City and Owner.

This Agreement has been negotiated and voluntarily entered into by City and Owner. Owner is not an agent of City, and City is not an agent of Owner. City and Owner hereby renounce the existence of 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 City and Owner joint venturers or partners.

4. Effective Date and Term.

4.1 Effective Date. The effective date of this Agreement ("Effective Date") shall be August 13, 2025 which is thirty (30) days after the Approval Date as defined in Recital G. Said date shall function as the Effective Date for purposes of this Agreement.

4.2 Term of Agreement.

The following provisions were established by the Parties as a reasonable estimate of the

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time required to carry out the Project, develop the Property, and obtain the public benefits of the Project. City finds that such time and provisions are reasonably necessary to assure City of realization of the public benefits of the Project.

4.2.1 Term. The term of this Development Agreement (the "Term") shall commence on the Effective Date and shall continue until June 22, 2037, unless otherwise modified, extended or terminated as provided in this Agreement.

4.2.2 Tolling of Term. The Term shall not begin or continue to run during any time that there is litigation or other action challenging this Agreement or any other Project Approval, or challenging or preventing Owner's efforts to implement the Project, or challenging or preventing City or any service provider from taking the actions necessary to develop or occupy the Project, including associated environmental analyses and determinations. The Term shall be extended for the period of time from the date such litigation or other action is commenced until its final conclusion so as to eliminate the challenge or remove the obstacle. By way of illustration but not limitation, in the case of litigation the tolling and extension period shall start upon filing of such litigation and continue until its dismissal or final entry of judgment. Filing of litigation shall not delay or stop the development, construction or occupancy of the Project or processing and approval of any Subsequent Approval unless enjoined by a court of competent jurisdiction, and City shall not stipulate to the issuance of any such order.

4.3 Term of Project Approvals. Pursuant to the Subdivision Map Act (Government Code section 66410 et seq.), and in particular, Government Code section 66452.6(a), the term of any tentative or vesting tentative map, parcel map or vesting parcel map, and subdivision improvement agreement for the Property or any Portion thereof, shall be the longer of (i) the Term of this Agreement (as it may be extended) or (ii) the term of such map otherwise allowed under the Subdivision Map Act and the Municipal Code (as may be extended by changes to such laws during the life of the map).

Pursuant to Government Code section 65863.9, the term of any use permit or other entitlement for development for the Property or any Portion thereof shall be the longer of (i) the Term of this Agreement (as it may be extended), (ii) the term of such permit or entitlement, or (iii) the term of the subdivision or parcel map relating to that portion of the Property that is the subject of the permit or entitlement.

5. Vested Rights/Use of the Property/Applicable Law/Processing.

5.1 Right to Develop. Owner shall have the vested right to develop the Project on the Property in accordance with, and subject only to, the terms and conditions of this Agreement, the Project Approvals (as and when issued), and any amendments to any of them as shall, from time to time, be approved pursuant to this Agreement. For the Term of this Agreement, the City's ordinances, codes, resolutions, rules, regulations and official policies governing the development, construction, subdivision, occupancy and use of the Project and the Property including without limitation the General Plan, the Atwater Municipal Code, and the Master Plan, shall be those that are in force and effect on May 22, 2017 (collectively, the "Applicable Law"). In exercising its discretion when acting upon Subsequent Approvals, City shall apply the Applicable Law as the controlling body of law.

Notwithstanding the foregoing, Owner in its sole discretion may elect to comply with or receive the benefits of changes in Applicable Law by providing written notice to City of said election.

Notwithstanding anything to the contrary contained herein, this Agreement shall not supersede any

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other rights Owner may obtain pursuant to City's approval of the Vesting Map or any other vesting tentative tract map or vesting tentative parcel map for the Project.

5.2 Permitted Uses. The permitted uses of the Property, density and intensity of use of the Property, the maximum height, bulk and size of proposed buildings, the general provisions for reservation or dedication of land for public purposes and for the location and maintenance of on-site and off-site improvements and public utilities, and other terms and conditions of development applicable to the Property, shall be those set forth in the Project Approvals and this Agreement.

5.3 Applicable Fees, Exactions and Dedications.

5.3.1 Development Impact Fees. City may levy those fees, charges, exactions and dedication requirements relative to development of the Property which were in force and effect as of May 22, 2017 (collectively, the "Development Fees"). Unless otherwise set forth in this Agreement, no increase in the amount of Development Fees and no new Development Fees shall be imposed.

Notwithstanding the above:
(a) Adjustments to the Regional Transportation Impact Fee ("RTIF") may be allowed if and when adopted by the City Council or if already specified or authorized in applicable City codes and regulations, so long as the fee as adjusted is applied uniformly to similar development within the City; provided, Owner preserves its right to object to such adjustment for failing to comply with statutory or procedural requirements, including but not limited to nexus standards and CEQA compliance. If City elects to withdraw from the RTIF program and adopt a new local transportation impact fee, the amount of such fee equal to the "return to source" funds the City then was receiving from the RTIF may be levied on future applications for the Project from the time the new fee takes effect, and the entirety of such new City fee may be imposed starting on June 23, 2027. (b) No increase to any other Development Fee shall be allowed prior to June 23, 2027, even if already specified or authorized in applicable City codes and regulations; provided, City may adjust the amount of its different Development Fees from time to time so long as the total of all City Development Fees does not exceed the total in effect as of the Approval Date (e.g., reducing one fee and increasing another fee by the same amount). Beginning on June 23, 2027, new increases to Development Fees and any new Development Fees adopted since the Approval Date may be applied from time to time during the remainder of the Term so long as the fees as adjusted are applied uniformly to similar development within the City; provided, Owner preserves its right to object to such adjustment for failing to comply with statutory or procedural requirements, including but not limited to nexus standards and CEQA compliance.
(c) This Agreement does not limit City's discretion to impose or require payment of fees, dedication of land, or construction of public improvements or facilities in connection with development of the Property that are identified as required to mitigate specific environmental and other impacts of a Subsequent Approval, so long as not inconsistent with the terms and conditions of this Agreement.
(d) Nothing shall restrict the ability of City to impose conditions or fees on the issuance of building permits that lawfully could have been imposed as conditions of approval of an approved tentative map based on a finding that the condition or fee is necessary because

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(i) it is required in order to comply with state or federal law, or (ii) failing to impose the condition or fee would place occupants of the Project or the community in a condition dangerous to their health or safety.

5.3.2 Processing Fees. City may levy those fees and charges adopted for the purpose of defraying City's actual costs incurred for the processing and administration of the Subsequent Approvals and any form of regulatory permit, license, land use entitlement, financing district or mechanism, or other approval related to development, use or occupancy of the Property, or to defray the costs of periodically updating City's plans, policies and procedures, including without limitation the fees and charges referred to in Government Code section 66014 (collectively, the "Processing Fees") which are in force and effect as of May 22, 2017, so long as and to the extent that such fees are applied uniformly to all similar development on a City-wide basis. City may levy new or increased Processing Fees adopted after the Approval Date so long as (a) such fees are applied uniformly to all similar development on a City-wide basis, (b) the application of such fees is prospective, and (c) the application of such fees would not prevent, impose a substantial financial burden on, or materially delay development of the Project in accordance with this Agreement. By so agreeing, Owner does not waive its rights to challenge the legality or amount of any such new or increased Processing Fee.

5.4 Construction Codes.

5.4.1 Uniform Codes Applicable. Notwithstanding the provisions of Section

5.1 above, to the extent Applicable Law includes requirements under the state or locally adopted building, plumbing, mechanical, electrical and fire codes (collectively the "Construction Codes"), the Construction Codes included shall be those in force and effect at the time Owner submits its application for the relevant building, grading, or other construction permits to City; provided, in the event of a conflict between such Construction Codes and the Project Approvals, the Project Approvals shall, to the maximum extent allowed by law, prevail.

5.4.2 Rules for Public Improvements. For construction of public infrastructure, the Construction Codes along with any ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to such construction shall be those in force and effect at the time of execution of the applicable improvement agreement between City and Owner, or at the time of permit approval if there is no improvement agreement.

5.5 New Rules and Regulations.

5.5.1 During the term of this Agreement, City may apply new or modified ordinances, resolutions, rules, regulations and official policies of the City to the Property which were not in force and effect on the May 22, 2017 ("New Rules"), so long as the New Rules are applied uniformly to similar development on a City-wide basis; provided, however, such New Rules shall be applicable to the Project or the Property only to the extent that such application will not modify, prevent or impede development of the Project or conflict with any of the vested rights granted by this Agreement, the Applicable Law, or the Project Approvals. In addition to any other conflicts that may occur, each of the following New Rules shall be deemed to conflict and may not be applied if it would:

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(a) Cause or impose a substantial financial burden on, or materially delay development of the Property as otherwise contemplated by this Agreement or the Project Approvals;
(b) Frustrate in a more than insignificant way the intent or purpose of the Project Approvals or preclude compliance therewith including, without limitation, by preventing or imposing limits or controls in the rate, timing, phasing or sequencing of development of the Project; (c) Prevent or limit the processing or procuring of Subsequent Approvals;
(d) Reduce the density or intensity of use of the Property as a whole, or otherwise require any reduction in the square footage of, or total number of, proposed improvements;
(e) Restrict the types of uses permitted, in a manner that is inconsistent with or more restrictive than the limitations included in this Agreement and the Master Plan; and/or
(f) If any of such ordinances, resolutions, rules, regulations or official policies do not have general (City-wide) applicability.

5.5.2 Notwithstanding Section 5.5.1, City shall not be precluded from applying any New Rules to the Project or the Property under the following circumstances, where the New Rules are:
(a) Specifically mandated by changes in state or federal laws or regulations adopted after the May 22, 2017 pursuant to Government Code section 65869.5; (b) Specifically mandated by a court of competent jurisdiction taking into consideration the vested rights protection provided by this Agreement and the Development Agreement Statute;
(c) Changes to the Uniform Building Code or similar uniform construction codes, or to City's local construction standards for public improvements so long as such code or standard has been adopted by City and is in effect on a City-wide basis; or (d) Required as a result of facts, events or circumstances presently unknown or unforeseeable that would otherwise have an immediate adverse risk on the health and safety of the surrounding community.

5.6 Flood Protection. In conjunction with filing the initial application for a detailed development plan approval pursuant to Section 17.44.110 of the Atwater Municipal Code, Owner shall prepare and submit a detailed flood study confirming that areas subject to flooding within the Project outside of the Canal Creek channel itself will meet federal, state and local flood control protection standards as of May 22, 2017.

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5.7 Moratorium Not Applicable. Notwithstanding anything to the contrary contained herein, if an ordinance, resolution, policy, directive or other measure is enacted or becomes effective, whether by action of City, by initiative, referendum, or otherwise, and if it imposes a building moratorium, a limit on the rate of development, or a voter-approval requirement which affects all or any part of the Property or Owner's ability to develop the Project (collectively, "Development Restrictions"), City agrees that such Development Restriction shall not apply to the Project, the Property, this Agreement or the Project Approvals unless it is imposed as part of a declaration of a local emergency or state of emergency as defined in Government Code section 8558, provided that to the extent it applies to all or any part of the Project then the Term shall automatically be extended for a period of time equal to the period during which the Development Restriction applies.

5.8 New Taxes and Assessments. No new taxes, assessments or other charges not in force and effect as of May 22, 2017 shall be levied against the Property, the Project or Owner except as specified in this Agreement. No increase in an existing tax, assessment or other charge shall be levied prior to June 23, 2027, even if an increase already is specified or authorized in applicable City codes and regulations. Thereafter, new increases to those taxes, assessments and other charges in force and effect as of May 22, 2017 may be applied during the remainder of the Term so long as the adjustments are applied uniformly to similar development within the City; provided, Owner preserves its right to object to such adjustment for failing to comply with statutory or procedural requirements, including but not limited to nexus standards and CEQA compliance.

5.9 Development of the Project; Phasing; Timing.

5.9.1 No Requirement to Develop. Notwithstanding any provision of this Agreement, City and Owner expressly agree that there is no requirement that Owner must initiate or complete any action, including without limitation development of the Project or any phase of the Project, within any period of time set by City, and City shall not impose such a requirement on any Project Approval or Subsequent Approval except as needed to ensure that necessary infrastructure is completed in an orderly fashion. Nothing in this Agreement is intended to create nor shall it be construed to create any affirmative development obligations to develop the Project at all or in any particular order or manner, or liability in Owner under this Agreement if the development fails to occur. It is the intention of this provision that Owner be able to develop the Property in accordance with its own time schedules and the Project Approvals. City acknowledges that Owner at this time cannot predict when or the rate at which or the order in which phases of the Project will be developed, and City recognizes that many factors affect such actions that may not be within Owner's control, including but not limited to market orientation and demand, interest rates and funding availability, and competition. Nothing in this Agreement shall exempt Owner from completing work required by a subdivision agreement, road improvement agreement or similar agreement in accordance with the terms thereof, nor shall this Section 5.9 affect the term of this Agreement or of any related Project Approvals or Subsequent Approvals.

5.9.2 No Restriction on Timing. City agrees that Owner shall be able to develop in accordance with Owner's own time schedule as such schedule may exist from time to time, and Owner shall determine which part of the Property to develop first, and in what sequence, and at Owner's chosen schedule. In particular, and not in limitation of any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465, that the failure of the parties therein to consider and expressly provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over such parties'

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agreement, it is the Parties' intent to avoid that result by acknowledging that Owner shall have the right to develop the Property in such order and at such rate and at such times as Owner deems appropriate within the exercise of its subjective business judgment, and that the timing, rate or sequence of development and occupancy of the Project shall not be restricted or dictated by any means other than as specifically may be recognized in this Agreement.

5.10 Processing and City Discretion.
(a) Nothing in this Agreement shall be construed to limit the authority or obligation of City to hold necessary public hearings, nor to limit the discretion of City or any of its officers or officials with regard to those Subsequent Approvals that require the exercise of discretion by City, provided that such discretion shall be exercised consistent with the vested rights granted by this Agreement, the Applicable Law and the Project Approvals. (b) Owner acknowledges that implementation of the Project will require City's consideration and approval of applications for Subsequent Approvals and that City will complete environmental review in connection with those Subsequent Approvals as required by CEQA and other applicable federal, state and local laws and regulations. City's environmental review of the Subsequent Approvals pursuant to CEQA shall utilize the EIR to the fullest extent permitted by law; provided, however, nothing in this Agreement shall be deemed to limit the legal authority of City to conduct any environmental review required under CEQA or other applicable laws and regulations.

5.11 Regulation by Other Public Agencies. The Parties acknowledge that other public agencies not within City's control may possess authority to regulate aspects of development of the Property, and this Agreement does not limit such authority of other public agencies.

5.12 Eminent Domain. The Parties acknowledge and agree that development of the Project-Related Infrastructure (as defined in Section 8.1) is a critical component of the Project and also will result in key benefits to the community generally. The Parties further acknowledge that fulfilling said obligations may require acquisition of additional land outside the Property. If such acquisition is necessary to develop any aspect of the Project Infrastructure, Owner shall use its best efforts to acquire any and all such land ("Offsite Land"), which shall include: a) paying for and obtaining an appraisal prepared by a qualified Member of the Appraisal Institute (MAI), in connection with acquisition of the Offsite Land; and b) offering to acquire the Offsite Land based on such appraisal. In the event Owner is not successful in acquiring the Offsite Land, City and Owner shall meet and confer to determine: (a) whether the need for the Offsite Land is such that City should consider informally intervening to facilitate said acquisition; (b) whether there may be other feasible means of accomplishing the public objectives at issue such that acquisition of the Offsite Land is no longer needed; and (c) whether it would be appropriate for City to consider using its statutory powers of eminent domain to acquire the Offsite Land. In the event that City determines to use its statutory powers of eminent domain to pursue acquisition of the Offsite Land, Owner shall be responsible for all costs associated therewith.

Notwithstanding the foregoing, neither this Section 5.12 nor any other provision of this Agreement is intended to abrogate City's responsibilities, in the exercise of eminent domain, to satisfy the substantive and procedural requirements of the Eminent Domain Law (California Code of Civil Procedure Part 3, Title 7, Sections 1230.010-1273.050), as amended from time to time. In the event the Offsite Land is not ultimately acquired, either through private acquisition or eminent domain, or in the event that City determines not to pursue eminent domain of the Offsite Land, Owner's obligations in connection with

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that aspect of the Project Infrastructure that necessitated acquisition of the Offsite Land shall terminate and be of no further force or effect in accordance with Government Code section 66462.5 of the Subdivision Map Act.

6. Obligations of City.

The Parties acknowledge and agree that Owner's agreement to perform and abide by its covenants and obligations set forth in this Agreement, including Owner's decision to annex the Property to the City and process siting of the Project in the City, is material consideration for City's agreement to perform and abide by the covenants and obligations of City, as set forth in this Agreement.

6.1 Reserved.

6.2 Cooperation in Subsequent Approvals.

6.2.1 Owner's Application for Subsequent Approvals. Owner shall be obligated to obtain any and all required Subsequent Approvals to develop the Project. Owner's obligations under this Section 6.2.1 apply to those approvals that are under City's jurisdiction and also to those approvals that may be required by other governmental or quasi-governmental agencies having jurisdiction over the implementation of any aspect of the Project (including, without limitation, the Department of Transportation; agencies having jurisdiction over boundary changes or district formation, flood control, sewer service, water service or fire protection; and agencies having jurisdiction over air quality, biological resources, solid wastes and hazardous wastes and materials). City shall cooperate with Owner in its efforts to obtain such approvals from other agencies and shall at the request of Owner use its best efforts to ensure the timely availability of such approvals.

6.2.2 City's Processing of Subsequent Approvals. City shall cooperate and diligently work to promptly process and consider all applications for Subsequent Approvals, provided they are in a proper form and include payment of any applicable fees and provided that Owner is in compliance with this Agreement. In the event that City and Owner mutually determine that additional personnel or outside consultants need to be retained to assist City to expeditiously process any Subsequent Approval, the cost of any such personnel or consultants shall be paid by Owner but shall be under the direction of City. City shall retain its discretion in its consideration of any and all Subsequent Approvals but shall exercise that discretion in a manner consistent with the Master Plan and this Agreement.

6.3 Availability of Public Services.

6.3.1 Sewage Capacity. To the extent permitted by law, City shall reserve or provide such capacity for sewage transmission and treatment as may be necessary to serve the Project.

Owner will consult and cooperate with City from time to time in determining the anticipated timing, sequence and amount of development in the Project so as to give City sufficient advance notice to ensure that adequate capacity is available when needed, so as to avoid delaying development or occupancy of any portion of the Project.

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6.3.2 Water System. To the extent required to ensure adequate domestic and firefighting water capacity and redundancy for the Project, City shall cooperate in connecting the Project's water supply system with the City's. City acknowledges that such connection also benefits City by providing similar redundancy from the Project's water well.

6.3.3 Construction Water. Until the Project's own water supply infrastructure is installed and operating, City agrees to make construction water available to the Project by permitting the Project to connect with the existing City water supply infrastructure at one or more locations Owner may from time to time request, subject to City approval in its reasonable discretion, at Owner's cost and on those terms and conditions and charges customarily applied by City to similar requests consistent with City standards. City also shall permit Owner to install such temporary construction water pipelines and related infrastructure as reasonably necessary to provide construction water to various portions of the Property for Owner's use in any and all Project grading and construction operations.

6.4 Right to Rebuild. City agrees that Owner, in Owner's sole discretion, may renovate or rebuild the Project or portions thereof during the Term should it become necessary due to natural disaster, changes in seismic, flood or other requirements, or other causes. Any such renovation or rebuilding shall comply with the terms of this Agreement and shall be subject to CEQA as may be required under applicable law.

7. Financing Mechanisms and Owner Funding.

7.1 Assessment Districts or Other Funding Mechanisms. The Parties acknowledge that each of them requires financial assistance to build the infrastructure and improvements required to support the Project and serve the Annexation Area, and that City's assurances to cooperate in arranging such assistance is a material consideration for Owner agreeing to proceed with development of the Project. City also acknowledges that development of the Project will provide material benefits, including but limited to employment opportunities for City's residents and tax revenues to support City operations, constituting consideration for City to enter into this Agreement and to provide the assurances in this Section 7.
(a) City shall cooperate in the formation of, or annexation to, one or more assessment districts, geologic hazard abatement districts, landscaping and lighting districts, community facilities districts, utility authority, lease leasebacks, project-specific tax reimbursement tax-exempt financing mechanisms, or other funding mechanisms related to public safety, traffic, sewer, water, fire, storm water, recreation or other infrastructure or public service needs (collectively, "Funding Mechanisms") that include the Property and to the extent permitted by law include other properties within or outside the City, to the extent such Funding Mechanism and its provisions are permitted under applicable law, that Owner requests to help fund infrastructure improvements and to ensure the orderly development of the Project.
(b) City shall diligently and expeditiously process applications by Owner necessary to establish such Funding Mechanisms, as long as (i) the application complies with law, (ii) is consistent with City standards, and (iii) will result in no commitment of City general funds.

Notwithstanding the foregoing, while City agrees to cooperate in the process of formation of Funding Mechanisms, the final determination as to City's participation in any Funding Mechanism, including an EIFD as defined below (either by pledging property tax increment or otherwise) or any other financing

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district shall be made by the City Council in its sole and absolute discretion.. City shall cooperate in good faith with Owner's efforts to obtain the participation of Merced County or other public agencies as needed to establish and implement such Funding Mechanisms. Without limiting the foregoing, among the Financing Mechanisms Owner may request, City acknowledges that Owner initially proposes utilizing one or more Enhanced Infrastructure Financing Districts ("EIFD") pursuant to Government Code section 53398.50 et seq. with participation by Merced County to fund infrastructure of regional significance within and outside the City.
(c) City shall diligently seek to sell any bonds to be issued and secured by such Funding Mechanisms upon the best terms reasonably available in the marketplace. (d) Notwithstanding the foregoing, Owner retains all its rights to oppose the formation or proposed assessments of new Funding Mechanisms, or any new or increased assessment under a Funding Mechanism, or to request or pursue assessment credits or reductions, unless otherwise provided for herein. Notwithstanding any terms to the contrary, nothing contained in this Agreement shall be construed as waiving City's discretion to the extent required under applicable law in deciding whether and in what form to establish a Funding Mechanism, impose and collect assessments, issue and sell bonds, or undertake any other discretionary action related thereto. Any and all costs associated with forming or joining and then implementing Funding Mechanisms under this Section 7.1 shall be shared equally by City (50%) and Owner and other benefitting property owners (50%).

7.2 Owner Reimbursement by Benefitting Properties.

7.2.1 Reimbursement Obligation. City acknowledges that Owner has expended and will expend considerable funds for approvals and improvements which may benefit properties within the Annexation Area but outside the Property (collectively, the "Benefitted Properties") by facilitating their development and use. To the extent that the owner of a Benefitted Property either (i) applies for and is approved to develop the Benefitted Property relying on the Benefitting Approvals (as defined below), or (ii) makes use of a Benefitting Improvement (as defined below) to support either the current use on the Benefitted Property or some new development or use on the Benefitted Property, Owner shall be entitled to reimbursement based on a pro rata, fair share apportionment of the Reimbursable Expenses (as defined below), such reimbursement to come directly from the owner of the Benefitted Property unless Owner agrees to reimbursement via a Financing Mechanism.

Notwithstanding the foregoing, Owner agrees that residential development will not be required to provide any payment, and the Reimbursable Expenses will be shared by development on the Property and non-residential development on the Benefitted Properties.

7.2.2 Reimbursable Expenses. City agrees that expenditures by Owner for the following items will qualify for fair share reimbursement by the Benefitted Properties pursuant to the terms of this Section 7.2 (collectively, the "Reimbursable Expenses");:
(a) Preparation, processing and approval of the EIR, General Plan Amendment, Prezoning, Master Plan, Agricultural Designation Removal, Annexation, and General Plan Housing Element update, including related consultant studies and work (collectively, the "Benefitting Approvals");

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(b) Those portions of Project-Related Infrastructure (as defined in Section 8.1) to be built or funded by Owner as part of developing the Project, that either are (i) oversized to accommodate use by the Benefitted Properties or (ii) extend services that as of June 22, 2017 were not available to the Benefitted Properties, including related consultant studies and work (collectively, the "Benefitting Improvements");
(c) Consultant and legal fees to manage and implement the planning, design, approval and implementation effort, payments to subsidize or reimburse City approval processing and other expenses, and expenses to determine the appropriate water service entity and other utility service providers (collectively, the "Benefitting Labor Costs")

7.2.3 Reimbursement Procedure.
(a) If Owner seeks reimbursement from time to time under this Section 7.2, City shall negotiate in good faith with Owner to enter into one or more reimbursement agreements with Owner, in which among other things City will (i) identify the improvements qualifying as Benefitting Improvements, (ii) identify the properties qualifying as Benefitted Properties as to each Benefitting Approval or Benefitting Improvement, (iii) determine the Owner costs qualifying as Reimbursable Expenses, (iv) establish the allocation of Reimbursable Expenses to each Benefitted Property, and (v) establish the timing and method of reimbursement to Owner. (b) City thereafter shall use its best efforts, to the extent permitted under applicable law, (i) to require as a condition to approval of development or use on the Benefitted Property that Owner be reimbursed by the owner of the Benefitted Property at the earliest opportunity, and (ii) to form, consistent with all applicable federal, state, and local laws and regulations (including without limitation Proposition 218), a local benefit district for the purpose of facilitating the reimbursement of Owner, to the extent such reimbursement is not otherwise provided. Owner shall pay all of City's costs associated therewith and shall indemnify and hold City harmless from and against all claims in connection therewith. Notwithstanding the foregoing, Owner agrees that City's obligations hereunder are limited to facilitating reimbursement from other private property owners as set forth above, and City shall have no obligation to reimburse Owner.

7.2.4 Reimbursement by Financing Mechanisms. To the extent not reimbursed by the Benefitted Properties, Owner shall be entitled to reimbursement from the Financing Mechanisms for Owner's actual costs to install improvements that are included in the Financing Mechanisms beyond Owner's fair share for such improvements, including but not limited to a share of the costs to plan and design such improvements. The details of such reimbursement shall be included as part of establishing each Financing Mechanism.

7.2.5 Credit Against Traffic Fees.
(a) In return for Owner's obligation to install any of the "City Fee Program" facilities listed in Table 9 of the Transportation Improvement Plan ("TIP"), such Table 9 attached hereto as Exhibit C (the "Local Traffic Improvements"), Owner shall be entitled to credit its costs against City's Traffic Circulation Fee that otherwise would be payable for development of the Project.

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(b) In return for Owner's obligation to install any of the "Regional Fee Program" facilities (or portions thereof) listed in Table 9 of the TIP, as shown in Exhibit C (the "Regional Traffic Improvements"), Owner shall be entitled to credit its costs against the RTIF that otherwise would be payable for development of the Project. (c) City agrees that credit against City's Traffic Circulation Fee and against the RTIF is justified by the many traffic improvements beyond CEQA-required mitigation measures that Owner will provide, in addition to the substantial employment, tax and other benefits that the Project will provide City, the County and their residents.

8. Owner Obligations.

8.1 Project-Related Infrastructure. As part of developing the Project, Owner shall build or cause to be built the following public improvements (collectively, the "Project Related Infrastructure"):
(a) Any remaining water storage, transmission and distribution facilities that are necessary beyond any such infrastructure that is to be federally funded. Such infrastructure is shown in Figure 20 of the Master Plan and in Sheet 7 of the Vesting Map (collectively, the "Water Facilities"); provided, the Master Plan shall govern if there is any inconsistency between them;
(b) Any remaining sanitary sewer facilities that are necessary beyond any such infrastructure that is to be federally funded. Such infrastructure is shown in Figure 23 of the Master Plan and in Sheet 7 of the Vesting Map (collectively, the "Sewer Facilities"); provided, the Master Plan shall govern if there is any inconsistency between them; (c) Any remaining storm drainage facilities that are necessary beyond any such infrastructure that is to be federally funded. Such infrastructure is shown in Figure 26 of the Master Plan and in Sheet 7 of the Vesting Map (collectively, the "Storm Drainage Facilities"); provided, the Master Plan shall govern if there is any inconsistency between them; and (d) The traffic, roadway and transportation facilities shown in Figures 14 and 15(a) of the Master Plan, in Sheet 2 of the Vesting Map, and in the TIP attached hereto as Exhibit D (collectively, the "Transportation Facilities"); provided, the TIP shall govern if there is any inconsistency between them.

The precise phasing of each aspect of the Project-Related Infrastructure will be determined at the time of Subsequent Approvals. Notwithstanding the above, Owner may be eligible for reimbursement by the Benefitted Properties, funding or reimbursement by the Financing Mechanisms, and/or credit against Development Fees, to the extent authorized by this Agreement as to qualifying portions of the ProjectRelated Infrastructure.

9. Amendment or Cancellation.

9.1 Amendment of Agreement.

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9.1.1 Modification Because of Conflict with State or Federal Laws. If state or federal laws or regulations enacted after May 22, 2017 or an action of any state or federal agency prevents or precludes compliance with one or more provisions of this Agreement or the Project Approvals or require changes in plans, maps or permits approved by 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 laws or regulations or with the actions of state or federal agencies in a manner that protects, to the greatest extent feasible, the vested rights of Owner under this Agreement. Any such amendment of this Agreement shall be consented to by Owner and considered by the City Council. Each Party agrees to extend to the other its prompt and reasonable cooperation in so modifying this Agreement or approved plans. During the interim until this Agreement is so amended, or for the remainder of the Term if this Agreement is not so amended, the provisions at issue shall be deemed suspended but the remainder of this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce; provided, Owner retains the right in Owner's sole discretion to terminate this Agreement and Owner's obligations hereunder in response to suspension of such provisions.

9.1.2 Amendment or Cancellation by Mutual Consent. This Agreement may be amended (in whole or part) in writing from time to time by mutual consent of the Parties and in accordance with the procedures of Government Code section 65868. Except as otherwise permitted herein, this Agreement may be canceled in whole or in part only by an action which complies with Government Code section 65868.

9.1.3 Amendment as to Portion of Property. When a Party that is successor to Owner as to a portion of the Property ("Portion") seeks such an amendment, then such Party may only seek amendment of this Agreement as directly relates to the Portion, and the Party or Parties owning the remainder of the Property shall not be required or entitled to be a signatory or to consent to an amendment that affects only the other Party's Portion so long as such amendment does not directly or indirectly affect the rights or obligations of the Parties owning the remainder of the Property. If any Portion of the Property is subject to a document which creates an association which oversees common areas and any construction or reconstruction on or of the same, then the association shall be deemed to be the "owner" of that Portion of the Property for the purpose of amending this Agreement.

9.1.4 Administrative Agreement Amendments. Notwithstanding the provisions of Section 9.1.2, City's Community Development Director or designee ("Director") may, except to the extent otherwise required by law, enter into certain amendments to this Agreement on behalf of City so long as such amendment does not substantially affect (a) the Term; (b) the permitted uses of the Property; (c) provisions for significant reservation or dedication of land; (d) conditions, terms, restrictions or requirements for subsequent discretionary actions; (e) the density or intensity of use of the Property; (f) the maximum height or size of proposed buildings; or (g) monetary contributions by Owner as provided in this Agreement ("Administrative Agreement Amendment"), and shall not, except to the extent otherwise required by law, require notice or public hearing before the Parties may execute an amendment hereto. The Director shall determine whether a reservation or dedication is "significant", and shall evaluate and apply the term "substantially affect" in the context of the Project as a whole.

9.1.5 Amendment Exemptions. No amendment of an Initial Approval or Subsequent Approval, whether done as an administrative amendment or otherwise, shall require an amendment to this Agreement. Instead, any such matter automatically shall be deemed to be

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incorporated into the Project and vested under this Agreement when written and executed by the Parties.

9.1.6 Amendment Limitations. In consideration of the scope of benefits to City provided by this Agreement and the Project, any amendment to this Agreement shall only be subject to such new terms and conditions, including new exactions or other obligations, as are reasonably related to impacts on City directly attributable to such amendment.

9.2 Amendment of Project Approvals. To the extent permitted by law, any Initial Approval or Subsequent Approval may, from time to time, be amended or modified in the following manner.

9.2.1 Administrative Project Amendments. Upon written request by Owner for an amendment or modification to an Initial Approval or Subsequent Approval, the Director shall determine (a) whether the requested amendment or modification is minor when considered in light of the Project as a whole, and (b) whether the requested amendment or modification is consistent with this Agreement, Applicable Law, applicable Construction Codes, and State and Federal law. If the Director finds that the proposed amendment or modification satisfies the terms of this Section 9.2.1, and will result in no new significant environmental impacts not addressed and mitigated in the EIR or mitigated by conditions to any Project Approval, it shall be determined to be an "Administrative Project Amendment" and the Director may, except to the extent otherwise required by law, approve the Administrative Project Amendment without notice or public hearing. Without limiting the generality of the foregoing, lot line adjustments, reductions in the density, intensity, scale or scope of the Project, minor alterations in vehicle circulation patterns or access points, changes in pedestrian path alignments, minor variations in lot layouts, substitutions of comparable landscaping for any landscaping shown on any final development plan or landscape plan, variations in the location of structures that do not substantially alter the design concepts of the Project, variations in the location or installation of utilities and other infrastructure that do not substantially alter the design concepts of the Project, and minor adjustments to the Project site diagram or Property legal description shall be treated as Administrative Project Amendments.

9.2.2 Non-Administrative Project Amendments. Any request of Owner for an amendment or modification to an Initial Approval or Subsequent Approval which is determined not to be an Administrative Project Amendment pursuant to Section 9.2.1 shall be subject to review, consideration and action pursuant to Applicable Law and this Agreement.

10. Annual Review.

10.1 Initiation of Review. The annual review date for this Agreement shall be during the thirty (30) days following each anniversary of the Effective Date during the Term. The Director shall initiate the annual review, as required under Government Code section 65865.1, by giving Owner at least thirty (30) days' written notice that the City intends to undertake such review. At least ten (10) days prior to any annual review, City shall deposit in the mail and transmit by electronic mail to Owner a copy of all staff reports and related exhibits concerning contract performance that City will rely on in its annual review.

10.2 Good Faith Compliance. Owner shall provide evidence to the Director

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demonstrating Owner's good faith efforts to comply with the provisions of this Agreement. Owner shall be permitted an opportunity to respond to City's documentation and City's evaluation of Owner's performance.

10.3 Procedure. Director shall review Owner's good faith compliance with the terms of this Agreement, after considering any evidence and responses provided by Owner, and shall make written findings and determinations on the basis of substantial evidence as to whether or not Owner has complied in good faith with this Agreement. Director's decision may be appealed to the City Council, which shall hold a duly noticed hearing on the appeal and thereafter uphold or reverse the Director's decision.

10.4 Notice of Non-Compliance. If on the basis of the annual review, the Director, or on appeal the City Council, finds and determines, on the basis of substantial evidence, that Owner has not complied in good faith with the terms or conditions of this Agreement, or if the City determines that Owner has failed to cure a default in accordance with Section 11.2, City may commence proceedings to enforce, modify or terminate this Agreement as follows. City shall give Owner a written "Notice of Non-Compliance" and thereafter Owner shall have forty-five (45) days, or such longer period as City and Owner may agree in writing, to respond in writing to such finding by specifying either how Owner's non-compliance has been cured (or is diligently being cured) or the grounds upon which it believes that it is complying with this Agreement. If Owner's response to the Notice of NonCompliance has not been received by City within the prescribed forty-five (45) days, or such additional period of time as mutually agreed, the Notice of Non-Compliance shall be conclusively presumed to be valid, and the City may commence proceedings on termination or modification of this Agreement pursuant to Section 10.5. If Owner responds within the time period provided, the Parties agree to meet in good faith at reasonable times and from time to time for a period of at least sixty (60) days to arrive at a mutually acceptable resolution of the matters asserted in the Notice of Non-Compliance and disputed in the response. If after sixty (60) days, or any extension of time as mutually agreed to by the Parties, the Parties have failed to arrive at a mutually acceptable resolution of such matter(s), City may commence proceedings on termination or modification of this Agreement pursuant to Section 10.5.

10.5 Modification or Termination. If City determines to proceed with modification or termination of this Agreement after following the procedure under Section 10.4, City shall give notice to Owner or successor in interest thereto of its intention to do so in accordance with the procedures for such notice set forth in Government Code section 65868. Nothing in this Section 10 shall prevent or restrict Owner from providing additional evidence as to Owner's compliance with the terms of this Agreement.

10.6 Costs. Costs reasonably incurred by City in connection with the annual review shall be paid by Owner in accordance with the City's schedule of fees in effect at the time of review; provided, Owner shall not be liable for City's costs incurred to terminate this Agreement.

10.7 Written Notice of Compliance. Within thirty (30) days of a written request by Owner, City shall provide Owner with written notice of compliance, in recordable form, duly executed and acknowledged by City. Owner shall have the right in its sole discretion to record such notice of compliance.

10.8 Failure to Conduct Annual Review. If City fails to initiate or complete its annual

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review in any year, then after thirty (30) days of Owner's notice regarding such failure Owner shall be deemed in compliance with the terms of this Agreement for the year in question.

11. Default.

11.1 Notice and Cure. Failure or unreasonable delay by a Party to perform any material provision herein shall constitute a default of this Agreement. The Party alleging a default shall serve written notice ("Notice of Default") upon the defaulting Party, specifying the nature of the alleged default and the manner and period of time in which the default may be satisfactorily cured. If the default is not cured by the defaulting Party within thirty (30) days after actual receipt of the Notice of Default by the defaulting Party or such longer period of time that may be specified in the Notice of Default (the "Cure Period"), such uncured default shall be treated as an "Event of Default"; provided, however, that if the nature of the alleged default is such that it cannot reasonably be cured within the Cure Period, no Event of Default shall be deemed to have occurred if the defaulting Party (a) begins to cure the default within the Cure Period, (b) gives the nondefaulting Party notice before the end of the Cure Period that the cure cannot practicably be completed in the Cure Period, together with an explanation and estimated cure time needed, and (c) diligently pursues such cure to completion. Failure to give notice of an alleged default shall not constitute a waiver of any default.

11.2 Right to Challenge Notice. After receiving a Notice of Default, during the Cure Period a defaulting Party may provide evidence establishing it was never in fact in breach of this Agreement, and may initiate mediation proceedings. Unless curing the alleged default in the interim is reasonably necessary to protect the public health and safety, the defaulting Party need not initiate cure efforts specified in the Notice of Default during mediation and the Cure Period shall not begin to run until mediation either concludes or is terminated by a Party.

11.3 Remedies and Damages. Following expiration of any applicable Cure Period resulting in an uncured Event of Default, the nondefaulting Party may institute legal proceedings to enforce the terms of this Agreement, or in the event of a material Event of Default (as defined in Section 12.2) may terminate this Agreement pursuant to the provisions of Section 12.2, subject to the defaulting Party's ability to require mediation. In no event shall either Party be liable in damages for any default or upon termination of this Agreement, it being expressly understood and agreed that the sole legal or equitable remedy available to either Party for a breach or violation of this Agreement by the other Party shall be an action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement by the other Party, or to terminate this Agreement.

This limitation on damages shall not preclude actions by a Party to enforce payments of monies or the performance of obligations requiring an obligation of money from the other Party under the terms of this Agreement including, but not limited to obligations to pay reasonable attorneys' fees and obligations to advance monies or reimburse monies.

11.4 Default as to a Portion of the Property. When an Event of Default applies only to a Portion of the Property owned by a successor to Owner, and does not affect or involve the rights or obligations under this Agreement regarding the remainder of the Property or the separate Owner(s) of such remainder, the proceedings under this Section 11 and the remedies available to City shall be applied to and enforced against only said Portion and the Owner thereof, and this Agreement shall remain in full force and effect as to such remainder and separate Owner(s).

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12. Termination of Agreement.

12.1 Termination Generally. This Agreement shall terminate (a) upon the expiration of the Term (plus any extensions mutually agreed), or (b) when the Project has been fully developed and (i) all of Owner's obligations in connection therewith and with this Agreement have been satisfied as reasonably determined by City and (ii) the Project and Property have no further need for the rights and protections provided by this Agreement as reasonably determined by Owner. This Agreement may be terminated by mutual consent of the Parties.

12.2 Termination Due to Default.

12.2.1 Default by Owner.
(a) After notice and expiration of the Cure Period process as specified in Section 11 above and completion of any mediation process, if the Event of Default has not been cured by Owner or it is not being diligently cured in the manner set forth above, then in the case of an Event of Default that is alleged to be material, City may, at its option, give notice of its intent to terminate this Agreement pursuant to the Development Agreement Statute ("Notice of Intent to Terminate"). As used herein, City's finding of materiality allowing termination shall be based on the effect of the default in relation to the size and scope of the Project. (b) The City Council shall hold a duly noticed and conducted public hearing within thirty (30) days after sending Owner the Notice of Intent to Terminate, in compliance with the requirements of the Development Agreement Statute. Owner shall have the right to offer written and oral evidence prior to or at the public hearing. (c) Following consideration of the evidence presented in said hearing, if the City Council determines that a material Event of Default has occurred and is continuing, and elects to terminate this Agreement, City shall give Owner written notice of termination of this Agreement by certified mail ("Notice of Termination"), and this Agreement shall be deemed terminated sixty (60) days following receipt of the Notice of Termination by Owner; provided, if Owner files an action to challenge City's termination of this Agreement within such sixty- (60-) day period, this Agreement shall remain in full force and effect until a trial court has affirmed termination and all appeals have been exhausted (or the time for requesting any and all appellate review has expired).

12.2.2 Default by City. After notice and expiration of the Cure Period process as specified in Section 11 above and completion of any mediation process, if the Event of Default has not been cured by City or it is not being diligently cured in the manner set forth above, then in the case of a material Event of Default, Owner may, at its option, give City a Notice of Termination terminating this Agreement"), and this Agreement shall be deemed terminated sixty (60) days following receipt of the Notice of Termination by City; provided, if City files an action to challenge Owner's termination of this Agreement within such sixty (60) day period, this Agreement shall remain in full force and effect until a trial court has affirmed termination and all appeals have been exhausted (or the time for requesting any and all appellate review has expired). As used herein, Owner's treatment of an Event of Default as material allowing termination shall be based on the effect of the default on Owner's rights and obligations under this Agreement, Owner's ability to develop the Project, or financial commitments and requirements to develop the Project.

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12.2.3 Remaining Rights and Obligations. Notwithstanding the foregoing, a Notice of Termination given under this Section 12.2 is effective to terminate the obligations of the nondefaulting Party under this Agreement only if an Event of Default has occurred and such Event of Default, as a matter of law, authorizes the nondefaulting Party to terminate its obligations under this Agreement. In the event the nondefaulting Party is not so authorized to terminate, the nondefaulting Party shall have all rights and remedies provided herein or under applicable law, including, without limitation, the right to specific performance of this Agreement. Once a Party alleging an Event of Default has given a Notice of Termination, mediation proceedings may be instituted to attempt to resolve the dispute and determine the respective termination rights and obligations of the Parties under this Agreement. Where an Event of Default only involves a Portion pursuant to Section 11.4, termination of this Agreement shall only apply as to that Portion.

12.3 Release from Obligations with Respect to Individual Parcels. The Owner of a Portion may request that City provide certification in recordable form that said Owner and Portion have no further obligations under this Agreement (the "Release from Obligations"), which City in its reasonable discretion shall provide and the Owner may record. Thereafter the assignment provisions of Section 14 shall not apply, and the obligations of this Agreement shall terminate with respect to the Portion and the Owner of such Portion. Notwithstanding the above, the rights provided and protected by this Agreement shall remain in effect as to such Portion and its Owner (and successors) for the remainder of the Term, including without limitation the uses permitted and type and intensity of development.

12.4 Recordation of Termination. Upon termination of this Agreement as to all or part of the Property, City upon request by Owner shall cause a notice of termination to be duly recorded in the official records of Merced County.

13. Mortgagee Protection; Certain Rights of Cure.

13.1 Mortgagee Protection. This Agreement shall not prevent or limit Owner, in any manner, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property ("Mortgage"). 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 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 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.

13.2 Mortgagee Not Obligated. Notwithstanding the provisions of Section 13.1, 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 other than those uses or improvements provided for or authorized by the Project Approvals or by this Agreement or as may be otherwise authorized by City.

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13.3 Notice of Default to Mortgagee and Extension of Right to Cure. If City receives notice from a Mortgagee requesting a copy of any notice of default given Owner hereunder and specifying the address for service thereof, then City shall deliver to such Mortgagee, concurrently with service thereon to Owner, any notice given to Owner with respect to any claim by City that Owner has defaulted or committed an Event of Default. Each Mortgagee shall have the right during the same period available to Owner to cure or remedy, or to commence to cure or remedy, the default claimed set forth in the City's notice. City, through the Director, may extend the cure periods provided in Section 11 for not more than an additional sixty (60) days upon request of Owner or a Mortgagee.

14. Transfers and Assignments.

14.1 Agreement Runs with the Land. 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 servitudes and shall constitute covenants running with the land pursuant to applicable laws, including but not limited to Civil Code section 1468. Each covenant to do, or refrain from doing, some act on all or any part of the Property, (a) is a burden upon such property, (b) is for the benefit of each other portion of the Property, (c) runs with such properties, and (d) 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. The provisions of this Section 14.1 are subject and subordinate to the provisions of Section 9.1 which permit amendment of this Agreement.

14.2 Owner's Right to Assign. All of Owner's rights, interests and obligations hereunder (or any portion of such rights which Owner wishes to transfer) may be transferred, sold or assigned in conjunction with the transfer, sale, or assignment of the Property, or any Portion thereof, at any time during the Term, provided that no transfer, sale or assignment of Owner's rights, interests and obligations hereunder shall occur without prior written notice to City and approval by the Director, which approval shall not be unreasonably withheld or delayed and shall not be conditioned. The Director shall consider and decide the matter within twenty (20) business days after Owner's notice provided and receipt by the Director of all necessary documents, certifications and other information required by the Director to decide the matter. In considering the request, the Director shall base the decision upon the proposed assignee's reputation, experience, financial resources and access to credit and capability to successfully carry out development of the Property to completion. The Director's approval shall be for the purposes of: a) providing notice to City; b) assuring that all obligations of Owner are allocated as between Owner and the proposed purchaser, transferee or assignee as provided by this Agreement; and c) assuring City that the proposed purchaser, transferee or assignee is financially capable of performing the Owner's obligations hereunder not withheld by Owner.

14.3 Release Upon Transfer. Upon the transfer, sale, or assignment of Owner's rights, interests and obligations hereunder, Owner shall be released from the obligations under this Agreement with respect to the Property transferred, sold, or assigned pertaining to the Portion of the Property transferred to such transferee, purchaser or assignee to the extent that such obligations are expressly assumed by the transferee, purchaser, or assignee. In any event, the transferee, purchaser, or assignee shall be subject to all the provisions hereof pertaining to the Portion of the Property transferred to such transferee, purchaser or assignee, and shall provide all necessary documents, certifications and other

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necessary information prior to Director approval if required by the provisions of this Agreement. The allocation of rights and responsibilities between the transferor and transferee shall be set forth in the assignment agreement executed by such parties.

14.4 Owner's Right to Retain Specified Rights or Obligations. Owner may withhold from a sale, transfer or assignment of this Agreement or any Portion o the Property transferred, certain rights, interests and/or obligations which Owner wishes to retain, provided that Owner specifies such rights, interests and/or obligations in a written document to be appended to this Agreement and recorded with the Merced County Recorder prior to the sale, transfer or assignment of the Property.

Owner's purchaser, transferee or assignee shall then have no interest or obligations for such rights, interests and obligations and this Agreement shall remain applicable to Owner with respect to such retained rights, interests and/or obligations.

15. Miscellaneous.

15.1 Estoppel Certificate. Any 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 twenty (20) days following the receipt thereof, or such longer period as may reasonably be agreed to in writing by the Parties. The Director shall be authorized to execute any certificate requested by Owner. The certificate shall be addressed to and may be relied upon by the requesting Party.

15.2 Severability; Conflict. The unenforceability, invalidity or illegality (collectively, "illegality" or "illegal") of any provision, covenant, condition or term of this Agreement (collectively, "provision(s)") shall not render the other provisions of this Agreement illegal, and shall be considered "severed" from this Agreement. In the event of a conflict between this Agreement or any provision hereof and the Project Approvals or any provision thereof, this Agreement shall control.

15.3 Attorneys' Fees and Costs.

15.3.1 Prevailing Party. If City or Owner initiates any action at law or in equity to enforce or to interpret the terms and conditions of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs in addition to any other relief to which it may otherwise be entitled.

15.3.2 Third Party Challenge. 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, the Parties shall cooperate in defending such action or proceeding. Owner shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse City for all reasonable court costs and attorneys' fees expended by City in defense of any such action, including but not limited to City's costs for outside counsel.

15.4 Bankruptcy. The obligations of this Agreement shall not be dischargeable in

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bankruptcy.

15.5 Indemnification. Owner 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 for any personal injury or property damage which may arise directly or indirectly as a result of any actions or inactions by Owner, or any actions or inactions of Owner's contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Project, provided that Owner shall have no obligation under this Section 15.5 with respect to negligence or wrongful conduct 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 delivered or dedicated to and accepted by City or another public entity (except as provided in an improvement agreement or maintenance bond). If City is named as a party to any legal action for which Owner has a duty to defend or indemnify City then City will cooperate with Owner, will appear in such action and will not unreasonably withhold approval of a settlement otherwise acceptable to Owner. Notwithstanding anything to the contrary set forth in this Section 15.5 or elsewhere in this Agreement, it is understood that each Party or successor or transferee of Owner is providing the indemnities described in this Section 15.5 as to its respective development on its respective Portion only.

15.6 Insurance.

15.6.1 Public Liability and Property Damage Insurance. At all times that Owner is constructing any improvements that will become public improvements, Owner shall maintain in effect a policy of commercial general liability insurance with a per-occurrence combined single limit of not less than one million dollars ($1,000,000.00) and a deductible of not more than ten thousand dollars ($10,000.00) per claim. The policy so maintained by Owner shall name City as an additional insured and shall include either a severability of interest clause or cross-liability endorsement.

15.6.2 Workers' Compensation Insurance. At all times that Owner is constructing any improvements that will become public improvements, Owner shall maintain Workers' Compensation insurance for all persons employed by Owner for work at the Project site. Owner shall require each contractor and subcontractor similarly to provide Workers' Compensation insurance for its respective employees. Owner agrees to indemnify City for any damage resulting from Owner's failure to maintain any such insurance.

15.6.3 Evidence of Insurance. Prior to commencement of construction of any improvements which will become public improvements, Owner shall furnish City satisfactory evidence of the insurance required in this Section 15.6 and evidence that the carrier is required to give City at least fifteen (15) days prior written notice of the cancellation or reduction in coverage of a policy.

15.7 Notices. All notices required or provided for under this Agreement shall be in writing. A Party may change address by giving notice in writing to the other Party and thereafter all notices shall be addressed and transmitted to the new address. Notices shall be deemed given and received upon personal delivery, or if mailed, upon the expiration of 48 hours after being deposited in the United States Mail. Notices may also be given by overnight courier which shall be deemed given the following business day. Notices may also be given by facsimile transmission which shall be

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deemed given upon verification of receipt if received during normal business hours, otherwise on the next business day.

Notices required to be given to City shall be addressed as follows:

City Manager
City of Atwater
1160 Fifth St.

Atwater, CA 95301
Fax: (209) 357-6364
With copies to:

Frank Splendorio
Best, Best, and Krieger, LLP
City of Atwater City Attorney
500 Capitol Mall
Suite 2500
Sacramento, CA 95814
Fax: (916) 325-4010
Notices required to be given to Owner shall be addressed as follows:

Ferrari Ranch Owners c/o John P. Ferrari
By Mail: P.O. Box 55 Ballico, CA 95303
By Delivery: 11016 North Ballico Avenue
Ballico, CA 95303
Fax: (209) 667-1013
With copies to:

David Dolter
3068 Oakraider Drive
Alamo, CA 94507
Fax: (925) 718-8532

15.8 Agreement is Entire Understanding. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the subject of this Agreement.

15.9 Enforced Delay: Extension of Time of Performance. No Party shall be deemed in default of its obligations under this Agreement where a delay or default is due to an act of God, natural disaster, accident, breakage or failure of equipment, enactment of conflicting federal or state laws or regulations, third-party litigation, strikes, lockouts or other labor disturbances or disputes of any character, interruption of services by suppliers thereof, unavailability of materials or labor,

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rationing or restrictions on the use of utilities or public transportation whether due to energy shortages or other causes, war, civil disturbance, riot, terrorism, inability or delay in obtaining funding through Financing Mechanisms, inability or delay in obtaining use of Offsite Land, unforeseen adverse economic circumstances, or by any other severe and unforeseeable occurrence that is beyond the control of that Party (collectively, "Enforced Delay"). Performance by a Party of its obligations shall be excused during, and extended for a period of time equal to, the period (on a day-for-day basis) for which the cause of such Enforced Delay is in effect.

15.10 Dispute Resolution.

15.10.1 Mediation. If a dispute arises related to the interpretation or enforcement of, or compliance with, the provisions of this Agreement, City and Owner shall first attempt to resolve it through informal discussions. In the event a dispute cannot be resolved in this manner within twenty-one (21) days, City and Owner shall endeavor to settle the dispute by non binding mediation using the San Jose, California office of Judicial Arbitration and Mediation Services, Inc. ("JAMS") or other mutually acceptable mediator. Either City or Owner may commence mediation by providing the other Party a written request for mediation setting forth the subject of the dispute and the relief requested. City and Owner shall cooperate in selecting a mediator (either from JAMS' panel of neutrals or otherwise) and in scheduling the mediation proceedings. If the Parties cannot agree on the appointment of the mediator or the date of the mediation within thirty (30) days after the written request for mediation has been received, then JAMS shall appoint the mediator at its discretion and/or set the mediation date. City and Owner agree to participate in any such mediation in good faith, and shall share equally in its costs. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by either of the Parties, their agents, employees, experts and attorneys, and by the mediator and any mediator employees, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either Party may seek equitable relief prior to the mediation to preserve the status quo pending completion of the mediation process. Each Party shall bear its own expenses of mediation, and shall share the mediator fees and other costs of mediation.

15.10.2 Litigation. By agreeing to the mediation process in Section

15.10.1 neither City nor Owner hereby loses or waives its right to assert the operation of any applicable statute of limitations as an affirmative defense. Except for an action for equitable relief, neither Party may commence a civil action with respect to the matters submitted to mediation until after completion of the initial mediation session or ninety (90) days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after commencement of a civil action, if the Parties agree in writing. Nothing in this Agreement shall prevent the Parties from submitting a dispute to binding or non-binding arbitration if mutually acceptable.

15.11 Further Documents. Each Party shall execute and deliver to the other Party all other instruments and documents as may be reasonably necessary to carry out the purpose of this Agreement in order to provide or secure to the other Party the rights and privileges granted by this Agreement.

15.12 Time of Essence. Time is of the essence in the performance of each and every

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covenant and obligation to be performed by the Parties hereunder.

15.13 Recordation of Agreement. Within ten (10) days of the Effective Date, City shall cause this Agreement to be duly recorded in the official records of Merced County.

15.14 Recitals: Exhibits. The foregoing Recitals are true and correct and are made a part hereof. The following documents are referred to in this Agreement and are attached hereto and incorporated herein as though set forth in full:

Exhibit A: Legal Description of the Property
Exhibit B: Map of Annexation Area and Property
Exhibit C: Local and Regional Traffic Improvements
Exhibit D: Transportation Improvement Plan ("TIP")

15.15 Counterparts. This Agreement may be executed m two or more counterparts, each of which is deemed to be an original.
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