Agenda — Chowchilla City Council, November 12, 2024

AGENDA
City Council Meeting Council Chamber, Chowchilla City Hall 130 S. 2nd Street, Chowchilla, CA 93610
Tuesday, November 12, 2024
Closed Session: 3:00 p.m. | Open Session: 4:00 p.m.

Agendas for all City Council meetings are posted at least 72 hours prior to the meeting in the kiosk just outside of City Hall, 130 S. Second St., Chowchilla, CA 93610.

The City of Chowchilla complies with the Americans with Disabilities Act (ADA of 1990). The Council Chambers is accessible to the physically disabled. If you need special assistance, please call (559) 665- 8615, ext. 102 at least 4 days prior to a regular meeting, 1 day for a special meeting.

California Levine Act Statement:

California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits any Chowchilla City Council Member from participating in any action related to a license, permit, contract or entitlement for use application if he or she receives any political contributions totaling more than $250 within the previous twelve months, and for twelve months following the date of a final decision, from the business/board or applicant.

The Levine Act also requires a member of the Chowchilla City Council who has received such a contribution to disclose the contribution on the record of the proceeding.

CALL TO ORDER/ROLL CALL
Mayor: Kelly Smith
Mayor Pro Tem: Waseem Ahmed
Council Members: Ray Barragan, John Chavez, Jeff Troost City staff and contract employees present will be recorded in the minutes.

CONSIDERATION OF APPROVAL OF AGENDA
Additions and/or Deletions:

PUBLIC ADDRESS – CLOSED SESSION
This time is reserved for members of the audience to address the City Council on items listed on the Closed Session agenda only. It is recommended that speakers limit their comments to no more than 3 minutes each.

CLOSED SESSION – 3:00 PM

1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Pursuant to Government Code Section 54957
Title: City Administrator
OPEN SESSION – 4:00 PM
CLOSED SESSION REPORT:

PLEDGE OF ALLEGIANCE
INVOCATION:

City Council Meeting AGENDA November 12, 2024
PRESENTATIONS/WORKSHOP - Section 1

PUBLIC ADDRESS
This time is reserved for members of the audience to address the City Council on items of interest that are not on the agenda and that are within the subject matter jurisdiction of the Council.

It is recommended that speakers limit their comments to no more than 3 minutes each and it is requested that no comments be made during this period on items on the Agenda. Speakers are not allowed to cede their public comment time.

Members of the public who are joining the meeting via Zoom and would like to address the Council on items on the agenda should follow the policy on page 4 of this agenda packet.

The Council is prohibited by law from taking any action on matters discussed that are not on the agenda.

No adverse conclusions should be drawn if the Council does not respond to public comment at this time.

COUNCIL AND STAFF VERBAL REPORTS – Section 2

2.1 COUNCIL VERBAL REPORTS
Legislative, Collaborative Agency, Ad Hoc

2.2 STAFF VERBAL REPORTS
CONSENT CALENDAR – Section 3
All items listed under Consent Calendar are considered to be routine and will be enacted by one motion. For discussion of any Consent Item, it will be made a part of the Regular Agenda at the request of any member of the City Council or any person in the audience.

3.1 Approval of the October 22, 2024 City Council Meeting Minutes (McClendon)

3.2 Consideration and Acceptance of the October 2024 Check Register (Williams)

3.3 Consideration and Adoption of a City Council Resolution Approving the Granting to Pacific Gas & Electric (PG&E) a Utility Easement Along the Southwest Corner of the Chowchilla Airport (Rogers)
PUBLIC HEARINGS – Section 4
DEFERRED BUSINESS – Section 5
NEW BUSINESS – Section 6

6.1 Consideration and Adoption of a City Council Resolution Initiating a Text Amendment to Amend the Sign Ordinance and the Mobile Food Vendor Ordinance (Perea)

6.2 Consideration and Adoption of a City Council Resolution Awarding a Contract to VM Lyles Company for Civic Center and Well 15 Generator Improvements Project in the amount of $1,190,560.00 and Authorizing the City Administrator or Designee to Execute All Related Documents Thereto and Amending the Fiscal Year 2024/25 City Budget (Rogers)
City Council Meeting AGENDA November 12, 2024

6.3 Consideration and Adoption of a City Council Resolution Awarding a Contract to Cornerstone Structural Engineering Group, Inc. for the Bridge Preventative Maintenance Project in the amount of $37,300.00 and Authorizing the City Administrator or Designee to Execute All Related Documents Thereto (Rogers)

6.4 Consideration and Adoption of a City Council Resolution Awarding a Contract to Cornerstone Structural Engineering Group, Inc. for the Road 16 Over Berenda Slough Scour Countermeasure Project in the amount of $252,200.00 and Authorizing the City Administrator or Designee to Execute All Related Documents Thereto (Rogers)

6.5 Consideration and Adoption of a City Council Resolution Approving Budget Amendments for Purchase Orders Rolled Over From Fiscal Year 2023/2024 to Fiscal Year 2024/2025 (Williams)

6.6 Discussion and Request for Direction Regarding Construction of an Emergency Services Communication Tower at Edward Ray Park (Rogers)

6.7 Consideration and Adoption of a City Council Resolution Approving the City Administrator or Their Designee to Sign the First Amendment to the Development Agreement for the Rancho Calera Specific Plan (Pruett)

6.8 Consideration and Adoption of a City Council Resolution Approving a Reimbursement Agreement, Designating Consultants, and Authorizing and Directing Certain Actions Related to the Proposed Formation of a Community Facilities District (Pruett)
ANNOUNCEMENTS – Section 7
NOV 20 PLANNING COMMISSION MEETING, COUNCIL CHAMBER, 5PM NOV 26 CITY COUNCIL MEETING, COUNCIL CHAMBER, 4PM
NOV 28, 29 THANKSGIVING HOLIDAY, CITY OFFICES CLOSED
DEC 7 HOMETOWN LIGHTED CHRISTMAS PARADE, ROBERTSON BLVD, 1ST TO 9TH STREET, 5:30PM TREE LIGHTING CEREMONY, VETERANS MEMORIAL PARK, 6:45PM (FOLLOWING PARADE)

ADJOURNMENT
I, Joann McClendon, CMC, City Clerk, do hereby declare under penalty of perjury that the foregoing agenda was posted at Chowchilla City Hall, 130 S 2nd Street, Chowchilla, CA and made available for public review on this 8th day of November, 2024 at or before 4:00pm.

Joann McClendon, CMC, City Clerk
November 12, 2024 City Council Meeting – 3pm

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Item 3.1

CLICK HERE

TO RETURN TO

THE AGENDA

MINUTES
City Council Meeting
Council Chamber, Chowchilla City Hall
130 S. 2nd Street, Chowchilla, CA 93610
Tuesday, October 22, 2024
Closed Session: 3:00 p.m. | Open Session: 4:00 p.m.

CALL TO ORDER/ROLL CALL - 3:05 p.m.

Mayor: Kelly Smith
Mayor Pro Tem: Waseem Ahmed
Council Members: Ray Barragan, John Chavez (absent), Jeff Troost City staff and contract employees present: City Administrator Rod Pruett, City Attorney Mary Lerner, Police Chief Jeff Palmer, Fire Chief Fred Gaumnitz, Public Works Director Jason Rogers, Deputy Director of Recreation & Community Engagement Stacy Wisener, Finance Director Kerri Williams, IT System Administrator Carlos Berrocal, City Clerk Joann McClendon

CONSIDERATION OF APPROVAL OF AGENDA
Additions and/or Deletions: None.

PUBLIC ADDRESS – CLOSED SESSION
No one spoke.

CLOSED SESSION – 3:06 PM

1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Pursuant to Government Code Section 54957
Title: City Administrator
OPEN SESSION – 4:01 PM
CLOSED SESSION REPORT: Nothing to report.

PLEDGE OF ALLEGIANCE
INVOCATION: Council Member Troost
PRESENTATIONS/WORKSHOP - Section 1

PUBLIC ADDRESS
Josue Vidal addressed the City Council.

COUNCIL AND STAFF VERBAL REPORTS – Section 2

2.1 COUNCIL VERBAL REPORTS
Legislative, Collaborative Agency, Ad Hoc
Council Member Troost attended the monthly CAPMC meeting, Community Action Partnership of Madera County and the League of California Cities Annual Conference in Long Beach along with Council Member Chavez and City Administrator Pruett.

City Council Meeting MINUTES October 22, 2024
Council Member Barragan attended the Chowchilla Chamber of Commerce’s ‘Meet the Candidates’ coffee event.

Mayor Pro Tem Ahmed attended a Madera County Economic Development Commission meeting where they completed interviews for the Executive Director recruitment. He also attended a Greenhills board meeting where they finalized the new board members.

Mayor Smith attended the Chamber of Commerce’s meet and greet (the candidates) event as one of the candidates. He also attended the annual Trinity Pregnancy dinner which featured Tim Tebow’s mother as the speaker for the event.

2.2 STAFF VERBAL REPORTS
Police Chief Palmer went over departmental stats that occurred since the last meeting. He also went over current staff levels. Received 2 additional Dodge Durango cruisers for their fleet.

Public Works Director Rogers and the City Administrator attended a meeting for the Chowchilla Interchange Project with Caltrans. They are still trying to get the ROW settled so that they can continue on with design. We believe the Rancho Calera ROW has been sufficiently addressed and Caltrans is setting up a meeting with Rancho Calera. Late last week we received the State Historical Preservation Office’s notes and corrections for the Historical Society’s application for the former library that was submitted to them last month. The historical Society will review the State’s returned application in order to revise theirs before resubmitting to the City. The contractor for the Robertson Blvd Clean CA Project started this week. The project includes the installation of beautification elements for the Robertson Blvd. median at the railroad track, traffic-calming corner bulb-outs at 5th St, 7th St, 11th St and 13th St, high-visibility crosswalk facilities, installation of ADA compliant curb ramps, valley gutter at 5th St, and rapid flashing beacons for pedestrians. This project will help the City in creating a safer pedestrian network by calming traffic and provide pedestrians with better access and is funded through Caltrans Clean CA Local Grant Program
Finance Director Williams and Director Rogers met with ClearGov to go over their capital budgeting model. She has been working with Janae on community development grants; getting ready for audit. She also announced that the City is receiving the GFOA budget award again.

Deputy Director of Recreation and Community Engagement Wisener reported that she has 18 participants/vendors for Halloween event and there’s room for more. She received huge candy donations from Golden Memorial Insurance Company and Madera County Cattlewomen Association. There is a new employee who will be assisting with the Information desk in the lobby as well as assisting her with the City’s events.

IT System Administrator Berrocal went over current IT projects.

City Clerk McClendon attended a ‘Logic and Accuracy Testing’ for the upcoming election with other participants at the County Clerk-Recorder office.

CONSENT CALENDAR – Section 3

3.1 Approval of the October 8, 2024 City Council Meeting Minutes (McClendon)

3.2 Consideration and Acceptance of the September 2024 Financial Report (Williams)

3.3 Consideration and Adoption of a City Council Resolution Adopting the Revised Transit Services Drug and Alcohol Testing Policy (McClendon) City Council Meeting MINUTES October 22, 2024

3.4 Consideration of the Quarterly Financial Investment Report, 3rd Quarter (Williams) Motion by Mayor Pro Tem Ahmed, Seconded by Council Member Barragan to Approve the Consent Calendar as Presented. Motion passed by roll call vote.

PUBLIC HEARINGS – Section 4
DEFERRED BUSINESS – Section 5
NEW BUSINESS – Section 6
ANNOUNCEMENTS – Section 7
OCT 26 HALLOWEEN TREAT TRAIL, VETERANS MEMORIAL PARK, 6PM NOV 5 ELECTION DAY, COUNCIL CHAMBER, 7AM – 8PM
(4-DAY VOTE CENTER OPEN NOVEMBER 2-4, 8AM – 5PM)
NOV 11 VETERANS DAY, CITY OFFICES CLOSED
VFW VETERANS DAY CEREMONY, VETERANS MEMORIAL PARK, 11AM NOV 12 CITY COUNCIL MEETING, COUNCIL CHAMBER, 4PM

ADJOURNMENT
Mayor Smith Adjourned the October 22, 2024 City Council Meeting at 4:34 p.m.

ATTEST: APPROVED:

Joann McClendon, CMC, City Clerk Mayor Kelly Smith

REPORT TO THE CITY COUNCIL
Item 3.2

CLICK HERE

TO RETURN TO

THE AGENDA
Meeting of: November 12, 2024
AGENDA SECTION: Consent
SUBJECT: Information Regarding Monthly Invoice Payments PREPARED BY: Kerri Williams, Finance Director
ATTACHMENTS: Check list report

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

Informational only. The invoices paid are shown in the attached listing of invoices.

BACKGROUND:

Presented this evening is a list of invoices paid in October 2024.

REASON FOR RECOMMENDATION:

Informational item only.

FISCAL IMPACT:

Each item shown on the invoice list includes a description of that item and the amount of the invoice.

ALTERNATIVES:

Not applicable.

ACTIONS FOLLOWING APPROVAL:

None.
11/4/2024 8:30:22 AM Page 1 of 6
Bank Transaction Report
Chowchilla, CA Transaction Detail
Issued Date Range: 10/01/2024 - 10/31/2024
Cleared Date Range: -
Cleared
Date Number Description Module Status Type Amount
Issued
Date
Bank Account: 200650906 - General Tricounties Bank
10/01/2024 68240 Regina Olvera Utility Billing Outstanding Check -81.57 10/01/2024 68241 Aubrey Holt Utility Billing Outstanding Check -150.55 10/01/2024 68242 Angelica Pena Utility Billing Outstanding Check -99.71 10/07/2024 68243 CA State Disbursement Unit Accounts Payable Outstanding Check -263.53 10/07/2024 68244 Chowchilla City Police Officers Association Accounts Payable Outstanding Check -989.00 10/07/2024 68245 Void Check Accounts Payable Voided Check 0.00 10/07/2024 68246 Chowchilla Employees Assn. Accounts Payable Outstanding Check -135.00 10/07/2024 68247 Chowchilla Mid-Management Accounts Payable Outstanding Check -110.00 10/07/2024 68248 Chowchilla Office Accounts Payable Outstanding Check -170.00 10/07/2024 68249 Fitness Peak Accounts Payable Outstanding Check -70.00 10/07/2024 68250 U.S. Bank (PARS) Accounts Payable Outstanding Check -284.44 10/09/2024 68251 Jasjit Singh Utility Billing Outstanding Check -109.59 10/09/2024 68252 Yvette Garcia Utility Billing Outstanding Check -97.05 10/14/2024 68253 A-1 National Fence Accounts Payable Outstanding Check -15.17 10/14/2024 68254 Adriana Montiel Accounts Payable Outstanding Check -18.44 10/14/2024 68255 American Paper Optics, LLC Accounts Payable Outstanding Check -503.36 10/14/2024 68256 AT & T Accounts Payable Outstanding Check -106.29 10/14/2024 68257 AT & T CALNET Accounts Payable Outstanding Check -1,389.74 10/14/2024 68258 AutoZone Parts, Inc Accounts Payable Outstanding Check -19.17 10/14/2024 68259 Badger Meter Inc. Accounts Payable Outstanding Check -1,267.32 10/14/2024 68260 Baker Supplies and Repairs Accounts Payable Outstanding Check -446.65 10/14/2024 68261 Blair Bass Accounts Payable Outstanding Check -228.00 10/14/2024 68262 BSK Associates Accounts Payable Outstanding Check -4,447.80 10/14/2024 68263 California Building Standards Accounts Payable Outstanding Check -208.80 10/14/2024 68264 CalTraffic Signs Accounts Payable Outstanding Check -58.55 10/14/2024 68265 Caltronics Business Systems Accounts Payable Outstanding Check -570.78 10/14/2024 68266 Chowchilla Do It Best Accounts Payable Outstanding Check -47.06 10/14/2024 68267 Comcast Accounts Payable Outstanding Check -43.33 10/14/2024 68268 Complete Paperless Solutions, LLC Accounts Payable Outstanding Check -8,851.50 10/14/2024 68269 Consolidated Electrical Distributors Accounts Payable Outstanding Check -5,398.07 10/14/2024 68270 Cook's Communication Corp Accounts Payable Outstanding Check -65,616.53 10/14/2024 68271 County of Madera Accounts Payable Outstanding Check -20.00 10/14/2024 68272 Daniel Denny Accounts Payable Outstanding Check -51.00 10/14/2024 68273 De Lage Landen Financial Services Inc. Accounts Payable Outstanding Check -1,693.26 10/14/2024 68274 Department of Justice/Acc Accounts Payable Outstanding Check -358.00 10/14/2024 68275 Division of State Architect Accounts Payable Outstanding Check -198.40 Bank Transaction Report Issued Date Range: -
11/4/2024 8:30:22 AM Page 2 of 6
Cleared
Date Number Description Module Status Type Amount
Issued
Date
10/14/2024 68276 Enterprise Fleet Management, Inc Accounts Payable Outstanding Check -8,477.52 10/14/2024 68277 Ernest Packing Solutions-Fresn Accounts Payable Outstanding Check -313.22 10/14/2024 68278 Ewing Irrigation Products Inc. Accounts Payable Outstanding Check -3,235.28 10/14/2024 68279 Farmers Hardware Accounts Payable Outstanding Check -95.36 10/14/2024 68280 Fastenal Company Accounts Payable Outstanding Check -766.43 10/14/2024 68281 Grainger Accounts Payable Outstanding Check -23.80 10/14/2024 68282 Grover Landscape Services Inc. Accounts Payable Outstanding Check -8,369.96 10/14/2024 68283 Home Depot Credit Services Accounts Payable Outstanding Check -1,503.68 10/14/2024 68284 JMP Office Technologies Accounts Payable Outstanding Check -588.00 10/14/2024 68285 Juan Carlos Gonzalez Accounts Payable Outstanding Check -500.00 10/14/2024 68286 Kerri Williams Accounts Payable Outstanding Check -285.25 10/14/2024 68287 M & M POOLS & DESIGN Accounts Payable Outstanding Check -500.00 10/14/2024 68288 Mace Pest Control Accounts Payable Outstanding Check -170.00 10/14/2024 68289 Madera Co Auditor/Controller Accounts Payable Outstanding Check -11,107.67 10/14/2024 68290 Madera Tribune Accounts Payable Outstanding Check -149.50 10/14/2024 68291 Medvetta Financial Inc. Accounts Payable Outstanding Check -94.76 10/14/2024 68292 Merced Pools Accounts Payable Outstanding Check -500.00 10/14/2024 68293 Mid Valley Disposal Inc. Accounts Payable Outstanding Check -6,996.66 10/14/2024 68294 Myers Stevens & Toohey & Co Inc Accounts Payable Outstanding Check -812.10 10/14/2024 68295 Navia Benefit Solutions Accounts Payable Outstanding Check -200.00 10/14/2024 68296 ODP Business Solutions, LLC Accounts Payable Outstanding Check -306.63 10/14/2024 68297 O'Reilly Auto Parts Accounts Payable Outstanding Check -97.81 10/14/2024 68298 Pacific Plan Review Inc Accounts Payable Outstanding Check -8,479.46 10/14/2024 68299 Pool By Ricketts Accounts Payable Outstanding Check -500.00 10/14/2024 68300 Precision Civil Engineering, Inc. Accounts Payable Outstanding Check -8,988.45 10/14/2024 68301 Prudential Overall Supply Accounts Payable Outstanding Check -599.37 10/14/2024 68302 Purl's Sheet Metal & Air Conditioning Inc. Accounts Payable Outstanding Check -463.92 10/14/2024 68303 Quad Knopf, Inc. Accounts Payable Outstanding Check -15,187.60 10/14/2024 68304 Quadient Finance USA, Inc. Accounts Payable Outstanding Check -3,000.00 10/14/2024 68305 Rain for Rent Accounts Payable Outstanding Check -1,742.45 10/14/2024 68306 Rick Manuel Medeiros Accounts Payable Outstanding Check -600.00 10/14/2024 68307 Riverview Ranches Accounts Payable Outstanding Check -500.00 10/14/2024 68308 Rolfe Construction Inc. Accounts Payable Outstanding Check -378,169.35 10/14/2024 68309 S & W Auto Parts Inc. Accounts Payable Outstanding Check -257.64 10/14/2024 68310 Self Help Enterprises Accounts Payable Outstanding Check -2,416.40 10/14/2024 68311 Sparkletts Accounts Payable Outstanding Check -28.77 10/14/2024 68312 Specialized Utility Services Program Accounts Payable Outstanding Check -8,715.00 10/14/2024 68313 Steve Badilla Investigations Accounts Payable Outstanding Check -6,298.90 10/14/2024 68314 Superior Pool Products, LLC Accounts Payable Outstanding Check -5,292.97 10/14/2024 68315 The Sherwin-Williams Company Accounts Payable Outstanding Check -66.82 10/14/2024 68316 T-Mobile USA Inc Accounts Payable Outstanding Check -126.60 10/14/2024 68317 TODD COMPANIES Accounts Payable Outstanding Check -9,737.70 10/14/2024 68318 Torres Fence Co., Inc Accounts Payable Outstanding Check -317.12 Bank Transaction Report Issued Date Range: -
11/4/2024 8:30:22 AM Page 3 of 6
Cleared
Date Number Description Module Status Type Amount
Issued
Date
10/14/2024 68319 Toshiba Financial Services Accounts Payable Outstanding Check -381.72 10/14/2024 68320 Trianagle Rock Products/Vulcan Materials Accounts Payable Outstanding Check -838.98 10/14/2024 68321 Trinette Martinez Accounts Payable Outstanding Check -247.96 10/14/2024 68322 Trinity Pregnancy Resource Center Accounts Payable Outstanding Check -300.00 10/14/2024 68323 Tyler Technologies, Inc. Accounts Payable Outstanding Check -13,368.50 10/14/2024 68324 US Bank Accounts Payable Outstanding Check -1,500.00 10/14/2024 68325 US BANK (CAL-CARD) Accounts Payable Outstanding Check -10,558.48 10/14/2024 68326 Void Check Accounts Payable Voided Check 0.00 10/14/2024 68327 US Post Office Accounts Payable Outstanding Check -2,824.02 10/14/2024 68328 USA BlueBook Accounts Payable Outstanding Check -566.92 10/14/2024 68329 Van De Pol Petroleum Accounts Payable Outstanding Check -5,256.01 10/14/2024 68330 Video Inspection Specialists Inc Accounts Payable Outstanding Check -1,280.00 10/14/2024 68331 Vision Service Plan - (CA) Accounts Payable Outstanding Check -754.98 10/14/2024 68332 Zoom Imaging Solutions, Inc. Accounts Payable Outstanding Check -689.11 10/15/2024 68333 CA State Disbursement Unit Accounts Payable Outstanding Check -263.53 10/15/2024 68334 Chowchilla City Police Officers Association Accounts Payable Outstanding Check -946.00 10/15/2024 68335 Void Check Accounts Payable Voided Check 0.00 10/15/2024 68336 Chowchilla Employees Assn. Accounts Payable Outstanding Check -135.00 10/15/2024 68337 Chowchilla Mid-Management Accounts Payable Outstanding Check -110.00 10/15/2024 68338 Chowchilla Office Accounts Payable Outstanding Check -136.00 10/15/2024 68339 Fitness Peak Accounts Payable Outstanding Check -70.00 10/15/2024 68340 U.S. Bank (PARS) Accounts Payable Outstanding Check -148.14 10/16/2024 68341 Teichert Construction Utility Billing Outstanding Check -847.21 10/21/2024 68342 Lesley Ruiz Utility Billing Outstanding Check -111.06 10/21/2024 68343 Sonny Pillow-Jamison Utility Billing Outstanding Check -208.44 10/23/2024 68344 AFLAC Accounts Payable Outstanding Check -772.21 10/23/2024 68345 AT & T Accounts Payable Outstanding Check -95.59 10/23/2024 68346 AutoZone Parts, Inc Accounts Payable Outstanding Check -148.80 10/23/2024 68347 Baker Supplies and Repairs Accounts Payable Outstanding Check -82.65 10/23/2024 68348 BSK Associates Accounts Payable Outstanding Check -2,002.45 10/23/2024 68349 Business Telecommunication Systems LLC Accounts Payable Outstanding Check -17,476.76 10/23/2024 68350 CalTraffic Signs Accounts Payable Outstanding Check -917.81 10/23/2024 68351 Causey Public Finance, LLC Accounts Payable Outstanding Check -1,700.00 10/23/2024 68352 CDFA Program Accounts Payable Outstanding Check -10.00 10/23/2024 68353 Chowchilla Do It Best Accounts Payable Outstanding Check -101.40 10/23/2024 68354 Chowchilla Union High School District Accounts Payable Outstanding Check -3,186.13 10/23/2024 68355 Comcast Accounts Payable Outstanding Check -246.32 10/23/2024 68356 County of Madera Accounts Payable Outstanding Check -100.00 10/23/2024 68357 DATCO Services Coporation Accounts Payable Outstanding Check -65.70 10/23/2024 68358 Department of Conservation Accounts Payable Outstanding Check -701.65 10/23/2024 68359 Department of Justice/Acc Accounts Payable Outstanding Check -326.00 10/23/2024 68360 Department of Justice/Acc B/A Accounts Payable Outstanding Check -35.00 10/23/2024 68361 Dora's Fashion Accounts Payable Outstanding Check -150.00 Bank Transaction Report Issued Date Range: -
11/4/2024 8:30:22 AM Page 4 of 6
Cleared
Date Number Description Module Status Type Amount
Issued
Date
10/23/2024 68362 Farmers Hardware Accounts Payable Outstanding Check -94.54 10/23/2024 68363 Fastenal Company Accounts Payable Outstanding Check -251.89 10/23/2024 68364 Fence Factory Rentals Accounts Payable Outstanding Check -681.50 10/23/2024 68365 FLO- LINE TECHNOLOGY, INC. Accounts Payable Outstanding Check -4,080.55 10/23/2024 68366 Innovative Coating Solutions Accounts Payable Outstanding Check -5,365.35 10/23/2024 68367 Interstate Battery of Fresno Accounts Payable Outstanding Check -314.92 10/23/2024 68368 Jason Rogers Accounts Payable Outstanding Check -1,437.00 10/23/2024 68369 L.N. Curtis & Sons Accounts Payable Outstanding Check -35,707.34 10/23/2024 68370 Lozano Smith, LLP Accounts Payable Outstanding Check -42,940.24 10/23/2024 68371 Mace Pest Control Accounts Payable Outstanding Check -375.00 10/23/2024 68372 Madera County Economic Development Commission Accounts Payable Outstanding Check -400.00 10/23/2024 68373 Medvetta Financial Inc. Accounts Payable Outstanding Check -1,394.39 10/23/2024 68374 Metro Uniform of Merced Accounts Payable Outstanding Check -630.12 10/23/2024 68375 Michael Baker International Inc. Accounts Payable Outstanding Check -1,165.00 10/23/2024 68376 Mid Valley Disposal Inc. Accounts Payable Outstanding Check -151,475.87 10/23/2024 68377 ODP Business Solutions, LLC Accounts Payable Outstanding Check -484.98 10/23/2024 68378 O'Reilly Auto Parts Accounts Payable Outstanding Check -140.34 10/23/2024 68379 Positive Promotions Inc. Accounts Payable Outstanding Check -2,846.60 10/23/2024 68380 Precision Civil Engineering, Inc. Accounts Payable Outstanding Check -1,402.50 10/23/2024 68381 Price Paige & Company CPA's LLP Accounts Payable Outstanding Check -406.00 10/23/2024 68382 Principal Life Insurance Company Accounts Payable Outstanding Check -8,452.97 10/23/2024 68383 ProClean Supply Accounts Payable Outstanding Check -629.11 10/23/2024 68384 Quad Knopf, Inc. Accounts Payable Outstanding Check -85,884.51 10/23/2024 68385 Rain for Rent Accounts Payable Outstanding Check -2,394.65 10/23/2024 68386 Ross Recreation Equipment Inc. Accounts Payable Outstanding Check -1,648.13 10/23/2024 68387 S & W Auto Parts Inc. Accounts Payable Outstanding Check -272.76 10/23/2024 68388 Safety-Kleen Systems Inc. Accounts Payable Outstanding Check -287.60 10/23/2024 68389 Self Help Enterprises Accounts Payable Outstanding Check -22,444.44 10/23/2024 68390 SHI International Corp Accounts Payable Outstanding Check -120,197.28 10/23/2024 68391 Southern Tire Mart LLC Accounts Payable Outstanding Check -187.31 10/23/2024 68392 Sparkletts Accounts Payable Outstanding Check -109.66 10/23/2024 68393 Sunbelt Rentals Inc. Accounts Payable Outstanding Check -1,403.41 10/23/2024 68394 Superior Pool Products, LLC Accounts Payable Outstanding Check -1,750.99 10/23/2024 68395 The Water Connection Inc. Accounts Payable Outstanding Check -1,150.00 10/23/2024 68396 Trianagle Rock Products/Vulcan Materials Accounts Payable Outstanding Check -836.25 10/23/2024 68397 Trinette Martinez Accounts Payable Outstanding Check -85.31 10/23/2024 68398 US BANK (CAL-CARD) Accounts Payable Outstanding Check -5,353.78 10/23/2024 68399 USA BlueBook Accounts Payable Outstanding Check -987.71 10/23/2024 68400 Van De Pol Petroleum Accounts Payable Outstanding Check -6,989.05 10/23/2024 68401 Verizon Wireless Accounts Payable Outstanding Check -3,625.10 10/23/2024 68402 Vision Service Plan - (CA) Accounts Payable Outstanding Check -846.19 10/23/2024 68403 West Coast Arborists Inc. Accounts Payable Outstanding Check -37,312.50 10/23/2024 68404 Wulff, Hansen & Company Accounts Payable Outstanding Check -2,500.00 Bank Transaction Report Issued Date Range: -
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Cleared
Date Number Description Module Status Type Amount
Issued
Date
10/23/2024 68405 Yamabe and Horn Engineering Inc. Accounts Payable Outstanding Check -606.16 Bank Account 200650906 Total: (166) -1,217,909.34
Bank Account: 200695379 - Payroll-Tri Counties
10/04/2024 606 606 Payroll Outstanding Check -284.40
10/04/2024 10/03/2024 607 607 Payroll Cleared Check 0.00 10/04/2024 608 608 Payroll Outstanding Check -210.61
10/04/2024 609 609 Payroll Outstanding Check -284.40
Bank Account 200695379 Total: (4) -779.41
Report Total: (170) -1,218,688.75
Bank Transaction Report Issued Date Range: -
11/4/2024 8:30:22 AM Page 6 of 6
Summary
Bank Account Count Amount
200650906 General Tricounties Bank 166 -1,217,909.34
200695379 Payroll-Tri Counties 4 -779.41
Report Total: 170 -1,218,688.75
Cash Account Count Amount
**No Cash Account** 4 0.00
999 999-0100-0215 Cash In Bank 163 -1,217,909.34
999 999-0100-0216 Cash In Bank (Payroll) 3 -779.41
Report Total: 170 -1,218,688.75
Transaction Type Count Amount
Check 170 -1,218,688.75
Report Total: 170 -1,218,688.75

REPORT TO THE CITY COUNCIL
Item 3.3

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TO RETURN TO

THE AGENDA
Meeting of: November 12, 2024
AGENDA SECTION: Consent
SUBJECT: Resolution Granting a Utility Easement to Pacific Gas & Electric at the Southwest Corner of the Chowchilla Airport
PREPARED BY: Jason Rogers, Public Works Director
APPROVED BY: Rod Pruett, City Administrator
ATTACHMENTS: Resolution, Deed of Easement

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

City Council to adopt a resolution granting a Deed of Easement to Pacific Gas & Electric (PG&E).

BACKGROUND:

PG&E will be installing a new electrical vault at the southwest corner of the airport in order to provide power to businesses on Chowchilla Blvd.

REASON FOR RECOMMENDATION:

In order for PG&E to install, access, and maintain the vault, the City needs to provide an electrical utility easement to PG&E. The easement will cover approximately 2,125 sq. ft. of the southwest corner of the airport. The easement must be approved before PG&E will perform work in these area FISCAL IMPACT:

No funding is required to obtain the utility easement; however, recoding fees may apply.

ALTERNATIVES:

Not to approve the easement.

ACTIONS FOLLOWING APPROVAL:

Filing of Deed of Easements with Madera County Recorder.

COUNCIL RESOLUTION # XX-24

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA

APPROVING THE GRANTING TO PACIFIC GAS & ELECTRIC (PG&E) A UTILITY EASEMENT

ALONG THE SOUTHWEST CORNER OF THE CHOWCHILLA AIRPORT
WHEREAS, an easement is required to accommodate additional utilities in the Chowchilla Airport; and
WHEREAS, City Staff and PG&E have agreed on the location of said easements; and WHEREAS, the said utility easement is being obtained at no cost to the City of Chowchilla.

WHEREAS, the City Administrator requests City Council to authorize the Public Works Director to record the Deed of Easement thereto;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines and declares the following:

1. The above recitals are true and correct.

2. Approve of granting the attached easement to PG&E.

3. The Director of Public Works, or designee, is authorized to record the Deed of Easements.

4. This resolution is effective immediately upon adoption.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 12th day of November, 2024 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Kelly Smith
ATTEST:

Joann McClendon, CMC
City Clerk
EXHIBIT ‘A’

ELECTRICAL UTILITY EASEMENT
A STRIP OF LAND 25 FEET WIDE LYING IN PARCEL NO. 1, PER PARCEL MAP FOR THE CITY OF CHOWCHILLA, FILED FOR RECORD ON DECEMBER 6TH 1972, IN BOOK 18 OF MAPS PAGE 92, MADERA COUNTY RECORDS, SITUATED IN THE NORTHEAST QUARTER OF SECTION 32, TOWNSHIP 9 SOUTH, RANGE 16 SOUTH M.D.B. & M., CENTERLINE OF SAID STRIP MORE PARTICULARY DESCRIBED AS FOLLOWS;
COMMENCING AT THE SOUTHWEST CORNER OF PARCEL 2 OF SAID PARCEL MAP; THENCE NORTH 89° 59’ 00” EAST ALONG THE SOUTH LINE OF SAID PARCEL 2, 1186.24 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTH HAVING A RADIUS OF 588.14 FEET;
THENCE TURNING RIGHT ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 20° 09’ 37” AN ARC DISTANCE OF 206.94 FEET TO THE MOST SOUTHERLY CORNER OF SAID PARCEL 1;
THENCE LEAVING SAID CURVE NORTH 45° 40’02” EAST ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 1, 981.58 FEET;
THENCE NORTH 44° 24’ 00” WEST ALONG THE NORTHEASTERLY OF SAID PARCEL 1, 926.84 FEET TO THE POINT OF BEGINNING;
THENCE LEAVING SAID NORTHEASTERLY LINE SOUTH 45° 36’ 00” WEST, 85.00 FEET.

CONTAINING 2125.00 SQ. FT. MORE OR LESS
SEE EXHIBIT ‘B’, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.

END OF DESCRIPTION
APN 002-250-005

THE LEGAL DESCRIPTION HEREIN IS BASED UPON A SURVEY MADE BY DAVID PELTON OR UNDER MY DIRECTION IN AUGUST 2024. THE BEARINGS CONTAINED HEREIN ARE BASED UPON THE BOUNDARY LINES OF PARCEL 2 AS SHOWN UPON THE MAP FILED FOR RECORD IN BOOK 18 OF MAPS AT PAGE 92, MADERA COUNTY RECORDS.
11/5/24
Ó
PARCEL NO. 1
18 MAPS 92
PARCEL NO. 2
18 MAPS 92
N
N

DESCRIBED EASEMENT

DESCRIBED LINES

RIGHT OF WAY

SECTION LINE

CENTER LINE
APN 002-250-005

REPORT TO THE CITY COUNCIL
Item 6.1

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TO RETURN TO

THE AGENDA
Meeting of: November 12, 2024
AGENDA SECTION: New Business
SUBJECT: Resolution to Initiate a Text Amendment to the City of Chowchilla’s Sign Ordinance and Mobile Food Truck Vending Ordinance
PREPARED BY: Annalisa Perea, AICP, Contract City Planner ATTACHMENTS: Resolution

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

That the City Council adopts a resolution to initiate a text amendment.

BACKGROUND:

At a recent meeting with the City Council’s Economic Development Ad-hoc committee, the committee members expressed interest in making modifications to the City’s Sign Ordinance to clarify maximum allowable sign face area and to modify the City’s mobile food vendor ordinance to allow for ice cream trucks.

An amendment or change to the City’s Zoning Ordinance may only be initiated by the city council or the planning commission. Either authority may initiate such an amendment or change upon a written request.

Staff will work with the committee members to ensure that these text amendments meet the intent of the committee members prior to taking them to the Planning Commission for consideration, and ultimately to the City Council for final action.

REASON FOR RECOMMENDATION:

According to City Municipal Code Section 18.86.020, the City Council has the authority to file an application to initiate a text amendment to the City’s Zoning Ordinance.

FISCAL IMPACT:

None.

ALTERNATIVES:

The City Council can deny the initiation of this text amendment.

ACTIONS FOLLOWING APPROVAL:

If approved, staff will work with the city’s planning consultant and the Economic Development Ad-hoc committee to coordinate revisions to these code sections. The proposed revisions will go before the Planning Commission for consideration then subsequently to the City Council for final action.

COUNCIL RESOLUTION # XX-24

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA,

INITIATING A TEXT AMENDMENT TO AMEND THE SIGN ORDINANCE AND THE MOBILE FOOD

VENDOR ORDINANCE
WHEREAS, at a recent meeting with the City Council’s Economic Development Ad-hoc committee, the committee members expressed interest in making modifications to the City’s Sign Ordinance to clarify maximum allowable sign face area and to modify the City’s mobile food vendor ordinance to allow for ice cream trucks; and,
WHEREAS, an amendment or change to the City’s Zoning Ordinance may only be initiated by the city council or the planning commission; and,
WHEREAS, if initiated, staff will work with the Economic Development Ad-Hoc committee members to ensure that any modifications to the code meet their intent of what they’d like to achieve; and, WHEREAS, the proposed modifications will then go before the Planning Commission for consideration and finally to the City Council for final action; and, NOW, THEREFORE BE IT RESOLVED, the City Council of the City of Chowchilla does hereby approve this resolution, thereby initiating the text amendments to the sign ordinance and the mobile food vendor ordinance, consistent with the intent of the City’s Economic Development Ad-Hoc Committee.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 12th day of November, 2024 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Kelly Smith
ATTEST:

Joann McClendon, CMC
City Clerk

REPORT TO THE CITY COUNCIL
Item 6.2

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TO RETURN TO

THE AGENDA
Meeting of: November 12, 2024
AGENDA SECTION: New Business
SUBJECT: Approval of a Resolution Awarding a Contract to VM Lyles Company for Civic Center and Well 15 Generator Improvements Project in the amount of $1,190,560.00 and Authorizing the City Administrator or Designee to Execute All Related Documents Thereto and Amending the Fiscal Year 2024/25 City Budget
PREPARED BY: Spencer Supinger, Contract City Engineer
APPROVED BY: Jason Rogers, Director of Public Works
ATTACHMENTS: Resolution

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

Staff recommends that the City Council Adopt a resolution of the City Council of the City of Chowchilla awarding contract for the Civic Center and Well 15 Generator Improvements Project to VM Lyles Company in the amount of $1,190,560.00 and authorizing the City Administrator or designee to execute related documents on behalf of the City and amend the City of Chowchilla Fiscal Year (FY) 2024/25 Budget.

BACKGROUND:

On August 30, 2024, the City of Chowchilla published a notice inviting bids for the Well 15 and Generator Improvements Project. The project work includes installing the piping modifications for Well 15 to pump directly into Water Tank No. 2, installing a new concrete pad, generator and electrical improvements at the storage tank site, and installation of a new concrete pad, generator and electrical improvements at the Civic Center.

REASON FOR RECOMMENDATION:

The City opened bids for the Well No. 15 Test Hole Well Project on October 3, 2024. The City received five (5) bids for the project as follows:

FISCAL IMPACT:

The construction costs and available funding for the Project are included in the Fiscal Year 2024/25 Budget and Capital Improvement Plan as summarized in the following table.

Well 15 Improvements & Generator Amount
Construction Costs
Contract $832,260.00
Contingency $47,000.00
CM/Inspection/Testing $33,000.00
Total Construction $912,260.00
Available Construction Funding
ARPA Funds $533,000.00
Water Fund $380,105.00
Total Available Construction Funding $913,105.00
There is sufficient funding in the 2024-2025 Fiscal Year Budget for the Well Site Improvements and Generator Project.

Civic Center Generator Amount
Construction Costs
Contract $358,300.00
Contingency $18,000.00
CM/Inspection/Testing $20,000.00
Total Construction $396,300.00
Available Construction Funding
General Fund $226,000.00
Total Available Construction Funding $226,000.00
Funding Deficit $170,300.00
Recommended Budget Amendment
General Fund $170,300.00
Revised Total Available Construction
Funding $396,300.00
As there is a deficit in funding for the Civic Center Generator, the project requires the budget be amended in order to fully fund the project. As such, staff is requesting Council amend the budget as shown above by increasing the General Fund allocation by $170,300.00.

ALTERNATIVES:

1. City Council may reject all bids.

2. City Council may award only the Base Bid of $832,260.00 to VM Lyles Company ACTIONS FOLLOWING APPROVAL:

1. Execution of Contract, Pre-Construction Meeting and Notice to Proceed.

COUNCIL RESOLUTION # XX-24

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA AWARDING THE CONTRACT FOR CIVIC CENTER AND WELL 15 GENERATOR IMPROVEMENTS IN THE AMOUNT OF $1,190,560.00 AND AUTHORIZING THE CITY ADMINISTRATOR OR

DESIGNEE TO EXECUTE RELATED DOCUMENTS
WHEREAS, the Invitation to Bid for the Civic Center and Well 15 Generator Improvements Project (the “Project”) was published in the Madera Tribune on August 30, 2024 and was sent electronically and mailed to all construction trade journals specified for the City by the California Uniform Construction Cost Accounting Commission in accordance with the City’s Formal Contract Procedures and California Public Contract Code Section 22037; and
WHEREAS, the following bids for the Project were received and publicly opened and read aloud at the Chowchilla City Hall on October 3, 2024 at 3:00 p.m.:

Contractor Base Bid Add Alternate 1
– Civic Center
Add Alternate 2
– Corp Yard
WM Lyles Company $832,260.00 $358,300.00 $727,200.00
West Valley Construction Company 946,500.00 332,000.00 1,011,000.00 The Design Build Inc. 997,650.00 454,222.00 1,682,509.00 Lords Electric 1,067,810.00 583,000.00 975,000.00
PC Inc 1,336,360.25 604,878.85 872,150.90
WHEREAS, the City Engineer has determined the bid submitted by VM Lyles Company to be responsive and VM Lyles Company to be a responsible contractor; and WHEREAS, the City Engineer recommends the Base Bid and Add Alternate 1 for the Project be awarded to VM Lyles Company; and
WHEREAS, on June 25, 2024, the Chowchilla City Council adopted fiscal year 2024-2025 Operating and Capital Budget with Resolution #33-24; and WHEREAS, per Resolution #50-23, Item #5 and Item #6 states, authority to increase appropriations within a fund by an amount not to exceed $100,000 shall rest with the City Administrator and Authority to transfer appropriations between funds will be represented by resolutions duly approved by the City Council, and
WHEREAS, the budget transfers between funds and the budget amendment exceeds $100,000 and requires City Council approval, and
WHEREAS, Expenditure and transfer accounts will need to be amended within the Project budgets, and General Fund budgets in the amount of $170,300.00 for the Project; and WHEREAS, an adequate fund balance is available in said Funds to allow for said increase of appropriations;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines and declares the following:

1. The above recitals are true and correct.

2. The low bid submitted by VM Lyles Company is responsive.

3. The construction contract for the Project is awarded to VM Lyles Company in the amount of $1,190,560.00 and contingencies of up to $65,000.00 as approved by the Public Works Director are authorized.

4. The City Administrator is authorized to execute the contract on behalf of the City of Chowchilla.

5. This resolution is effective immediately upon adoption.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 12th day of November, 2024 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Kelly Smith
ATTEST:

Joann McClendon, CMC
City Clerk

REPORT TO THE CITY COUNCIL
Item 6.3

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TO RETURN TO

THE AGENDA
Meeting of: November 12, 2024
AGENDA SECTION: New Business
SUBJECT: Approval of a Resolution Awarding a Contract to Cornerstone Structural Engineering Group, Inc. for the Bridge Preventative Maintenance Project in the amount of $37,300.00 and Authorizing the City Administrator or Designee to Execute All Related Documents Thereto
PREPARED BY: Spencer Supinger, Contract City Engineer
APPROVED BY: Jason Rogers, Director of Public Works
ATTACHMENTS: Resolution

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

Staff recommends that the City Council Adopt a resolution awarding contract for the Bridge Preventative Maintenance (BPMP) Project to Cornerstone Structural Engineering Group, Inc. in the amount of $37,300.00 and authorizing the City Administrator or designee to execute related documents on behalf of the City.

BACKGROUND:

On January 11, 2024, the City of Chowchilla published a notice inviting requests for qualifications (RFQ) for the Preventative Maintenance Program (BPMP). The scope of the RFQ included initial engineering design for bridge preventative maintenance measures and construction of those measures as outlined in the following work items:

Bridge Name Caltrans
Bridge Number Preventative Maintenance Work
RD 16 Bridge at Berenda
Slough 41C0033 Treat bridge deck with methacrylate resin to seal cracks Chowchilla Blvd. Bridge at
Berenda Slough 41C0041
Remove unsound and delaminated concrete,
clean exposed and corroded reinforcement, and
patch concrete spalls on superstructure and
substructure
Replace failed deck joints
Chowchilla Blvd. Bridge at Ash
Slough 41C0042 Treat bridge deck with methacrylate resin to sealcracks REASON FOR RECOMMENDATION:

The City opened RFQ responses for the BPMP Project on February 15, 2024. The City received two (2) submittals for the project as follows:

Vendor
Cornerstone Structural Engineering Group, Inc.

Kimley-Horn
Per State and Federal requirements for engineering design consultants, award is based on qualificationsbased selection procedure followed by fee negotiation of the selected consultant. Staff has reviewed the bid submitted by Cornerstone Structural Engineering Group, Inc., along with information regarding their previous work experience. Based on review, Staff has determined the bid submitted is fully qualified and responsive.

Following the firm’s selection by the City, it became apparent that the proposed fee to complete the necessary environmental clearance, permitting, and various engineering tasks to produce contract documents (i.e., plans, specifications, and construction cost estimates) for the preventative maintenance work listed in the table above exceeded the available Preliminary Engineering funds programmed for the project. $45,000 is available for Preliminary Engineering (PE) funding and $135,000 is available for Construction (CON) funding through the BPMP grant.

At this time, based on our review of the current FTIP/FSTIP listings, additional negotiation, and consultation with Caltrans District 6 Local Assistance Engineer, it was determined that both the PE and CON funding programmed for the proposed improvements at the three bridge crossings are insufficient. To request and justify additional funding for the City’s BPMP project, Caltrans recommended a phased approach utilizing the available PE funds that could justify additional funding once the that phase was completed.

As a result, Phase 1 will include document review, preparation of Preliminary Environmental Study (PES) form, field review, utility coordination, surveying and base mapping, preliminary foundation report, hydrology, preliminary hydraulic and countermeasure analysis, and completion of a Project Scoping Study.

Staff recommends City Council award the contract, for the BPMP Project, to Cornerstone Structural Engineering Group, Inc.

FISCAL IMPACT:

The engineering costs and available funding for the Project are included in the Fiscal Year 2024/25 Budget and Capital Improvement Plan as summarized in the following table.

BPMP Project Amount
Planning/Design $40,000.00
Construction $135,000.00
Total Construction $175,000.00
Available Construction Funding
Grant – Highway Bridge Program $159,354.00
Gas Tax $15,646.00
Total Available Construction Funding $175,000.00
There is sufficient funding in the 2024-2025 Fiscal Year Budget for the BPMP Project.

Project Fee Proposal Amount
Planning/Design $37,300.00
Total Phase 1 Costs $37,300.00
Funding
Grant – Highway Bridge Program $33,021.28
Gas Tax $4,278.72
Total $37,300.00
ALTERNATIVES:

1. City Council may reject all bids.

ACTIONS FOLLOWING APPROVAL:

1. Execution of Contract, Pre-Construction Meeting and Notice to Proceed.

COUNCIL RESOLUTION # XX-24

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA AWARDING A CONTRACT TO CORNERSTONE STRUCTURAL ENGINEERING GROUP, INC. FOR THE BRIDGE PREVENTATIVE MAINTENANCE PROJECT IN THE AMOUNT OF $37,300.00 AND

AUTHORIZING THE CITY ADMINISTRATOR OR DESIGNEE TO EXECUTE ALL RELATED

DOCUMENTS THERETO
WHEREAS, the Request for Qualifications (RFQ) for the Bridge Preventative Maintenance (BPMP) Project (the “Project”) was published in the Madera Tribune on January 11, 2024 and was sent electronically and mailed to all construction trade journals specified for the City by the California Uniform Construction Cost Accounting Commission in accordance with the City’s Formal Contract Procedures and California Public Contract Code Section 22037; and
WHEREAS, on February 15, 2024, the City received two Statements of Qualification in response to the RFQ, which submissions were then reviewed and rated according to their project understanding and approach and qualifications; and
WHEREAS, the submission from Cornerstone Structural Engineering Group, Inc. was found to be fully qualified and responsive to the City’s request; and WHEREAS, funding is currently available in the FY 2024-2025 budget.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines and declares the following:

1. The above recitals are true and correct.

2. Cornerstone Structural Engineering Group, Inc. was found to be fully qualified and responsive.

3. The contract for the Project is awarded to 2. Cornerstone Structural Engineering Group, Inc. in the amount of $37,300.00.

4. The City Administrator is authorized to execute the contract on behalf of the City of Chowchilla.

5. This resolution is effective immediately upon adoption.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 12th day of November, 2024 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Kelly Smith
ATTEST:

Joann McClendon, CMC
City Clerk

REPORT TO THE CITY COUNCIL
Item 6.4

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TO RETURN TO

THE AGENDA
Meeting of: November 12, 2024
AGENDA SECTION: New Business
SUBJECT: Approval of a Resolution Awarding a Contract to Cornerstone Structural Engineering Group, Inc. for the Road 16 Over Berenda Slough Scour Countermeasure Project in the amount of $252,200.00 and Authorizing the City Administrator or Designee to Execute All Related Documents Thereto PREPARED BY: Spencer Supinger, Contract City Engineer
APPROVED BY: Jason Rogers, Director of Public Works
ATTACHMENTS: Resolution

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

Staff recommends that the City Council Adopt a resolution awarding contract for the Road 16 Over Berenda Slough Scour Countermeasure Project to Cornerstone Structural Engineering Group, Inc. in the amount of $252,200.00 and authorizing the City Administrator or designee to execute related documents on behalf of the City.

BACKGROUND:

On January 11, 2024, the City of Chowchilla published a notice inviting requests for qualifications (RFQ) for the Preventative Maintenance Program (BPMP). The scope of the RFQ included initial engineering design for bridge scour countermeasure measures for the Road 16 Over Berenda Slough Bridge consisting of designing outrigger piers and underslung beams.

REASON FOR RECOMMENDATION:

The City opened RFQ responses for the BPMP Project on February 15, 2024. The City received two (2) submittals for the project as follows:

Vendor
Cornerstone Structural Engineering Group, Inc.

Following the firm’s selection by the City, it became apparent that the proposed fee to complete the necessary environmental clearance, permitting, and various engineering tasks to produce contract documents (i.e., plans, specifications, and construction cost estimates) for the assumed scour countermeasure consisting of outrigger piers and underslung beams exceeded the available Preliminary Engineering funds programmed for the project. $335,500 is available for Preliminary Engineering (PE) funding and $1,878,000 is available for Construction (CON) funding through the Highway Bridge Program (HBP) grant.

At this time, based on our review of the current FTIP/FSTIP listings, additional negotiation, and consultation with Caltrans District 6 Local Assistance Engineer, it was determined that the anticipated funding programmed for construction of the proposed anticipated scour countermeasure will be insufficient. To request and justify additional funding for the City’s Scour Countermeasure project, Caltrans recommended a utilizing the available PE funds that could justify additional construction funding once the that phase was completed.

As a result, Phase 1 will include document review, preparation and completion of the Plans, Specifications, and Estimates (PS&E), field review, utility coordination, surveying and base mapping, geotechnical design, preliminary foundation report, hydrology, preliminary hydraulic, scour analysis, and completion of a Project Scoping Study.

Staff recommends City Council award the contract, for the Scour Countermeasure Project, to Cornerstone Structural Engineering Group, Inc.

FISCAL IMPACT:

The engineering costs and available funding for the Project are included in the Fiscal Year 2024/25 Budget and Capital Improvement Plan as summarized in the following table.

Scour Countermeasure Project Amount
Planning/Design $330,000.00
Construction $1,878,000.00
Total Construction $2,208,000.00
Available Construction Funding
Grant – Highway Bridge Program $1,959,612.00
Gas Tax $248,388.00
Total Available Construction Funding $175,000.00
There is sufficient funding in the 2024-2025 Fiscal Year Budget for the BPMP Project.

Project Fee Proposal Amount
Planning/Design $252,200.00
Total Engineering Design Costs $252,200.00
Funding
Grant – Highway Bridge Program $223,270.00
Gas Tax $28,930.00
Total $252,200.00
ALTERNATIVES:

City Council may reject all bids.

ACTIONS FOLLOWING APPROVAL:

Execution of Contract, Pre-Construction Meeting and Notice to Proceed.

COUNCIL RESOLUTION # XX-24

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA AWARDING A CONTRACT TO CORNERSTONE STRUCTURAL ENGINEERING GROUP, INC. FOR

THE BERENDA SLOUGH SCOUR COUNTERMEASURE PROJECT IN THE AMOUNT OF $252,200.00 AND AUTHORIZING THE CITY ADMINISTRATOR OR DESIGNEE TO EXECUTE ALL

RELATED DOCUMENTS THERETO
WHEREAS, the Request for Qualifications (RFQ) for the Berenda Slough Scour Countermeasure Project (the “Project”) was published in the Madera Tribune on January 11, 2024 and was sent electronically and mailed to all construction trade journals specified for the City by the California Uniform Construction Cost Accounting Commission in accordance with the City’s Formal Contract Procedures and California Public Contract Code Section 22037; and
WHEREAS, on February 15, 2024, the City received two Statements of Qualification in response to the RFQ, which submissions were then reviewed and rated according to their project understanding and approach and qualifications; and
WHEREAS, the submission from Cornerstone Structural Engineering Group, Inc. was found to be fully qualified and responsive to the City’s request; and WHEREAS, funding is currently available in the FY 2024-2025 budget.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines and declares the following:

1. The above recitals are true and correct.

2. Cornerstone Structural Engineering Group, Inc. was found to be fully qualified and responsive.

3. The contract for the Project is awarded to Cornerstone Structural Engineering Group, Inc. in the amount of $252,200.00.

4. The City Administrator is authorized to execute the contract on behalf of the City of Chowchilla.

5. This resolution is effective immediately upon adoption.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 12th day of November, 2024 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Kelly Smith
ATTEST:

Joann McClendon, CMC
City Clerk

REPORT TO THE CITY COUNCIL
Item 6.5

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TO RETURN TO

THE AGENDA
Meeting of: November 12, 2024
AGENDA SECTION: New Business
SUBJECT: Consideration of a Resolution Accepting the Budget Amendment for Purchase Orders rolled over to the 24/25 Fiscal Year
PREPARED BY: Kerri Williams, Finance Director
ATTACHMENTS: Resolution, List of Purchase Order Amounts and Accounts

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

City Staff recommends the City Council approve the resolution accepting the Budget Amendments for fiscal year 24/25.

BACKGROUND:

The City Council approved adopting the 2024/2025 budget on June 25, 2024. Authority to increase appropriation within a fund by an amount over $100,000 requires City Council approval. Throughout the year council approves resolutions, bonds, and expenses that are added to the budget.

REASON FOR RECOMMENDATION:

It is necessary to analyze what Purchase Orders are open after year end closing and any potential changes that will need to be added to this years’ budget. When budgeting some items have been added to the budget, these items being brought to Council are those that we anticipated to arrive before June 30th, but did not.

FISCAL IMPACT:

There is no fiscal impact as the amounts were included in the estimated Fund Balances in the Budget for the 23/24 fiscal year. Therefore, the reduction of the fund balances for 23/24 will equal the amount of the requests being rolled over.

ALTERNATIVES:

If not approved the costs will need to come from current year budget which will not have enough funds to pay for approved projects and costs.

ACTIONS FOLLOWING APPROVAL:

The Finance Director will immediately post the changes to the budget in the Tyler Software.

COUNCIL RESOLUTION # XX-24

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA

APPROVING BUDGET AMENDMENTS FOR PURCHASE ORDERS ROLLED OVER FROM FISCAL YEAR 2023/2024 TO FISCAL YEAR 2024/2025
WHEREAS, on June 25, 2024, the Chowchilla City County adopted fiscal year 2024-2025 Operating and Capital Budget with Resolution #33-24; and WHEREAS, per Resolution #33-24, Item #6 states, authority to increase appropriations within a fund by an amount not to exceed $100,000 shall rest with the City Administrator and Authority to transfer appropriations between funds will be represented by resolutions duly approved by the City Council; and WHEREAS, the budget transfers between funds and the budget amendment exceeds $100,000 requires City Council approval; and
WHEREAS, the City Council has met and reviewed the proposed final budget amendments and considered staff’s recommendations.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines and declares the following:

1. The above recitals are true and correct.

2. The budget changes are hereby approved and adopted and the Finance Director is directed to post them into the City’s Financial system based on the attached Purchase Order Spreadsheet.

3. This resolution is effective immediately upon adoption.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 12th day of November, 2024 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Kelly Smith
ATTEST:

Joann McClendon, CMC
City Clerk
Budget Adjustment Register Packet: GLPKT07708 - Adjustment Packet from POPKT02642 - Rollover 23-24 11/4/2024 3:34:09 PM Page 3 of 4
Budget Budget Description Account Account Description After Budget Code Summary
Before Adjustment
2024-2025 AB Approved Budget 100-2610-6400 Vehicles, Machinery & Equip 862,000.00 121,863.40 983,863.40 100-2610-7340 Transfer-In -1,295,952.00 -121,863.40 -1,417,815.40 100-2705-3016 Special Equipment O/M 30,000.00 1,248.77 31,248.77 240-5705-3170 System Repairs 100,000.00 1,657.78 101,657.78 280-7605-3202 Vehicle O/M 8,000.00 2,987.29 10,987.29
280-7605-3364 Contract Services 120,000.00 9,960.00 129,960.00 280-7605-6600 Construction in Progress 3,567,335.00 271,390.00 3,838,725.00 305-3620-3202 Vehicle O/M 15,000.00 2,033.81 17,033.81
305-3620-6600 Construction in Progress 2,714,431.00 54,350.00 2,768,781.00 340-1600-3376 Elections 122,500.00 2,750.00 125,250.00
340-2610-3014 Equip/Uniforms New & Replaced 129,000.00 18,433.13 147,433.13 340-2610-5100 Transfer Out - GF 1,295,952.00 121,863.40 1,417,815.40 590-3620-3711 Administrative Costs for Proj 0.00 45,847.15 45,847.15 590-3620-3714 Engineering for Project 0.00 15,456.04 15,456.04 2024-2025 AB Total: 7,668,266.00 547,977.37 8,216,243.37 Grand Total: 7,668,266.00 547,977.37 8,216,243.37
Budget Adjustment Register Packet: GLPKT07708 - Adjustment Packet from POPKT02642 - Rollover 23-24 11/4/2024 3:34:09 PM Page 4 of 4
Fund After
Fund Summary
Before Adjustment
Budget Code:2024-2025 AB - Approved Budget Fiscal: 2024-2025 100 -403,952.00 1,248.77 -402,703.23
240 100,000.00 1,657.78 101,657.78
280 3,695,335.00 284,337.29 3,979,672.29
305 2,729,431.00 56,383.81 2,785,814.81
340 1,547,452.00 143,046.53 1,690,498.53
590 0.00 61,303.19 61,303.19
Budget Code 2024-2025 AB Total: 7,668,266.00 547,977.37 8,216,243.37 Grand Total: 7,668,266.00 547,977.37 8,216,243.37
Packet:

Budget:

P Total Amount Create Budget Adj.

C 756,895.00 Y
V 9,960.00 Y
V 1,248.77 Y
V 121,863.40 Y
V 6,470.63 Y
V 5,981.25 Y
V 2,033.81 Y
C 29,750.00 Y
V 2,987.29 Y
V 1,657.78 Y
V 5,981.25 Y
V 54,350.00 Y
V 271,390.00 Y
C 95,478.00 Y
1,366,047.18
PO06357 Engineering for Robertson/ Trininty Alley Proj 13090 - Yamabe and Horn Engineering Inc 01/22/2024 15,456.04 Void and Reissue Report Totals: Purchase Order Count: (16) 547,977.37
PO07742 Engineering for HSIP Intersection Improvement proj 8161 - Quad Knopf, Inc. 06/11/2024 54,350.00 Void and Reissue PO07628 Change order #1 for Well #15 11376 - Zim Industries Inc. 05/31/2024 271,390.00 Void and Reissue PO06170 Temporary repaiirs to the RAS pump- WWTP 446 - Anderson Pump Co 09/20/2023 1,657.78 Void and Reissue PO07372 Patrol Riflles 8046 - Proforce Law Enforcement 05/01/2024 5,981.25 Void and Reissue PO06970 Body Repairs to Unit # 22-07 2096 - Chowchilla Auto Body 02/02/2024 2,987.29 Void and Reissue PO06378 Repairs to the CNG fuel station at the Corp yard 12592 - Jaycox Construction CNG 01/30/2024 2,033.81 Void and Reissue PO05844 Open PO Measure N Renewal 2023 13231 - FM3 Research 11/29/2023 2,750.00 Void and Reissue PO07374 Ballistic Helmets Police 5781 - L.N. Curtis & Sons 05/01/2024 6,470.63 Void and Reissue PO07373 Ballastic Plates for Police 5781 - L.N. Curtis & Sons 05/01/2024 5,981.25 Void and Reissue PO07832 Lucas Battery and Chargers 01496 - Stryker Sales, LLC 06/26/2024 1,248.77 Void and Reissue PO07125 L6Q Motorola LPR Camera Solar Kit 01223 - Motorola Solutions, Inc 04/10/2024 121,863.40 Void and Reissue PO07242 Engineering for Scada Replacement 01547 - Electrical Power Systems, Inc. 02/06/2024 9,960.00 Void and Reissue 2024-2025 AB - Approved Budget
PO Number PO Description Vendor Issue Date Outstanding Action PO06356 Construction for Robertson/ Trininty Alley Proj 01499 - Avison Construction, INC 01/22/2024 45,847.15 Void and Reissue Fiscal Year Close Register
Chowchilla, CA Purchase Orders
POPKT02642 - Rollover 23-24 PO's
Issue Date Range: 07/01/2020 - 06/30/2024
Fiscal Year End: 06/30/2024

REPORT TO THE CITY COUNCIL
Item 6.6

CLICK HERE

TO RETURN TO

THE AGENDA
Meeting of: November 12, 2024
AGENDA SECTION: New Business
SUBJECT: Discussion and Request for Direction Regarding Construction of an Emergency Services Communication Tower at Edward Ray Park APPROVED BY: Jason Rogers, Director of Public Works
ATTACHMENTS: None

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

Staff requests City Council provide direction regarding construction of an emergency services communication tower at Edward Ray Park.

BACKGROUND:

In order to provide enhanced emergency services communication throughout the City, the Police and Fire Departments have requested the Public Works Department to look into the construction of an Emergency Services Communication Tower at Edward Ray Park.

REASON FOR RECOMMENDATION:

City staff have investigated the costs and design opportunities for three different towers to be utilized for emergency services communication in Chowchilla. We sought out communication companies that specialize in tower construction communication services for tower estimates for three types of potential towers.

Additional consideration for the City to construct a communication tower is the ability of the City to lease the tower to other communication entities, such as cell phone service carriers. Regarding land lease rates for cellular towers, the average lease rates for cell phone towers seems to vary based on factors such as location, the wireless carriers involved, and the specific terms of the lease. As of 2023, lease rates for new ground leases typically ranged between $400 to $1,800 per month nationally. In major metropolitan areas these rates can be even higher. These lease rates can fluctuate based on the age of the lease, lease terms, and annual escalators. A sample of lease rates is as follows:

City Lease Rate Term Additional Info
City of Indio $1,500 per month 15 years $5,000 bonus, 3% escalator City of Rocklin $3,000 per month 20 years $20,000 bonus, 3% escalator City of Hawthorne $3,000 per month 25 years $15,000 bonus, 3% escalator Yuba $1,350 per month Up to 50 years 7.5% escalator every 5 years Milpitas USD $2,750 per month 20 years No annual escalator Avg. Verizon
Lease Rate $1,250 per month
As stated above City staff have looked into the design and cost of three potential towers. They are summarized as follows:

A-Frame Monopole Monopole (tree)
Tower Cost $125,000 $125,000 $350,000
Height 120’ 100’ 100’
Advantages Self-Supporting w/
Access
Accommodate a
significant amount of
equipment (flexible).

Allow multiple carriers
Smaller footprint
Aesthetically pleasing
May be able to allow
multiple carriers
Smaller footprint
Aesthetically pleasing
Disadvantages Large footprint
Not as aesthetically
pleasing.

Self-Supporting w/o
Access
Will reach equipment
capacity much sooner
Maintenance will be
more expensive due
to the equipment
needed.

Field of view obstruction
for PTZ Cameras and
for receivers
Verizon has recently expressed interest in leasing a spot on a constructed tower. Additionally, they have offered to construct the tower at their cost and donate to the City once completed and then lease from the City. Verizon desires to build a Monopole (pine tree) 100 ft tower that could accommodate City infrastructure at certain elevations. The positive for this action is that the City would not need to finance the construction. The concerns regarding this concept are the disadvantages listed above, Verizon designing the tower to accommodate them and nobody else, and reduced annual lease revenue.

FISCAL IMPACT:

As this is a request for direction, there is no fiscal impact.

ALTERNATIVES:

Not to provide direction.

ACTIONS FOLLOWING APPROVAL:

Execute the direction of Council.

REPORT TO THE CITY COUNCIL
Item 6.7

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TO RETURN TO

THE AGENDA
Meeting of: November 12, 2024
AGENDA SECTION: New Business
SUBJECT: Council Approval of a Resolution Authorizing the City Administrator or Their Designee to Sign the First Amendment to the Development Agreement for the Rancho Calera Specific Plan
PREPARED BY: Rod Pruett, City Administrator
ATTACHMENTS: Resolution
Development Agreement
First Amendment to the Development Agreement

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

That the City Council approve a Resolution authorizing the City Administrator or their designee to sign the First Amendment to the Development Agreement for the Rancho Calera Specific Plan BACKGROUND:

On December 9, 2021 the City Council approved the Development Agreement (DA) for the Rancho Calera Specific Plan. The DA lays out the responsibilities of both the City and the developer for the Rancho Calera project, Rancho Calera, LLC. It was signed on March 10, 2022 and recorded on April 5, 2022.

Section 5.5 of the DA provides for the parties to modify the Development Impact Fees (DIF) set forth in Section 5 of the DA to reflect changes made to the citywide DIF. On March 14, 2023 the City Council adopted a Resolution approving the implementation of proposed DIF as set forth in the citywide DIF Study dated 5/11/2022, prepared by NBS.

On March 14, 2023, the City adopted a Resolution Temporarily Reducing Single-Family and Multi-Family Residential Development Fees for a Period of 24 months Beginning July 1, 2023 and Ending June 30, 2025 (the “Reduction in Development Fees Resolution”) which temporarily reduced the City development impact fees.

REASON FOR RECOMMENDATION:

The City and Rancho Calera, LLC desire to amend the development impact fees set forth in the Development Agreement to reflect the changes made to the citywide development impact fees. There is also an update to clarify the Park DIF and how it was calculated. The new DIF study implemented a new Park fee, the Quimby Act.

FISCAL IMPACT:

The fiscal impact will vary depending on the number of Certificates of Occupancy are issued before the DIF reduction program expires. The DIF study done in March 2023 reduced our old DIF from $24,620 to $20,055 a reduction of $4,565 per residential unit. The original amount agreed to in the DA with Rancho Calera was $15,920 and is now $12,961 for a reduction of $2,959 per residential unit.

ALTERNATIVES:

Not approve the First Amendment although the DA says it will be updated as the citywide DIF are updated.

ACTIONS FOLLOWING APPROVAL:

City Administrator will sign the amendment.

COUNCIL RESOLUTION # XX-24

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA

APPROVING THE CITY ADMINISTRATOR OR THEIR DESIGNEE, TO SIGN THE FIRST

AMENDMENT TO THE DEVELOPMENT AGREEMENT FOR THE RANCHO CALERA SPECIFIC PLAN
WHEREAS, On December 9, 2021 the City Council approved the Development Agreement (DA) for the Rancho Calera Specific Plan. The DA lays out the responsibilities of both the City and the developer for the Rancho Calera project, Rancho Calera, LLC. It was signed on March 10, 2022 and recorded on April 5, 2022.; and
WHEREAS, Section 5.5 of the DA provides for the parties to modify the Development Impact Fees (DIF) set forth in Section 5 of the DA to reflect changes made to the citywide DIF. On March 14, 2023 the City Council adopted a Resolution approving the implementation of proposed DIF as set forth in the citywide DIF Study dated 5/11/2022, prepared by NBS; and WHEREAS, On March 14, 2023, the City adopted a Resolution Temporarily Reducing SingleFamily and Multi-Family Residential Development Fees for a Period of 24 months Beginning July 1, 2023 and Ending June 30, 2025 (the “Reduction in Development Fees Resolution”) which temporarily reduced the City development impact fees; and
WHEREAS, The City and Rancho Calera, LLC desire to amend the development impact fees set forth in the Development Agreement to reflect the changes made to the citywide development impact fees.

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines and declares the following:

1. The above recitals are true and correct.

2. The City wishes to update the Development Agreement with Rancho Calera, LLC for the Rancho Calera Specific Plan to reflect the updated citywide Development Impact Fees.

3. This resolution takes effect immediately upon adoption.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 12th day of November, 2024 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Kelly Smith
ATTEST:

Joann McClendon, CMC
City Clerk

Page 1 of 48 ends

Development Agreement
by and between
the City of Chowchilla and Rancho Calera, LLC,
relative to the Development known as
Rancho Calera
This Development Agreement (hereinafter “Agreement”) is entered into as of the Effective Date (hereinafter defined) by and among the CITY OF CHOWCHILLA, a municipal corporation (the “City”), and RANCHO CALERA, LLC, a California limited liability company (“RC”).

RECITALS
WHEREAS, to strengthen the public land use planning process, to encourage private participation in the process, to reduce the economic risk of development, and to reduce the waste of resources, the California Legislature adopted the Development Agreement Statutes (California Government Code §65864, et seq.), which authorizes the City to enter into an agreement with any person having a legal or equitable interest in real property regarding the development of such property; WHEREAS, the City adopted Ordinance No. 380-02 which added Chapter 17.64 to the Municipal Code, establishing procedures and requirements for consideration and approval of development agreements;
WHEREAS, this Agreement relates to the development known as Rancho Calera, a mixed-use residential, commercial, and public use community planned by RC for the Project Area (hereinafter defined);
WHEREAS, by entering into this Agreement, the City shall bind future Councils (hereinafter defined) by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of the City;
WHEREAS, the terms and conditions of this Agreement have undergone extensive review by the City staff, the Planning Commission (hereinafter defined), and the Council and have been found to be fair, just, and reasonable;
WHEREAS, the best interests of the citizens of the City of Chowchilla and the public health, safety and welfare will be served by entering into this Agreement; WHEREAS, the previous actions of the City, set forth in Exhibit A attached hereto and incorporated herein by this reference, have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters, or will have been at the time the City executes this Agreement; WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Project Area, ensure progressive installation of necessary improvements, provide

Page 2 of 48 ends

for public services appropriate to the development of the Project (hereinafter defined), and generally serve the purposes for which development agreements under California Government Code §65864, et seq., and Municipal Code Chapter 17.44 are intended; and WHEREAS, in exchange for these benefits to the City, together with the public benefits to be served by the development of the Project Area, RC desires to receive the assurance that it may proceed with development of the Project Area in accordance with certain existing ordinances, resolutions, policies and regulations of the City pursuant to the terms and conditions contained in this Agreement, based on both Existing and Subsequent Development Approvals (hereinafter defined).

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows:

1.1.1 “Agreement” means this Development Agreement, as amended from time to time.

1.1.2 “City” means the City of Chowchilla, a municipal corporation.

1.1.3 “City Attorney” means the person holding the office of the same name or the equivalent in the City.

1.1.4 “City Clerk” means the person holding the office of the same name or the equivalent in the City.

1.1.5 “City Administrator” means the person holding the office of the same name or the equivalent in the City.

1.1.6 “Council” means the elected members of the public serving as the City Council of the City of Chowchilla.

1.1.7 “2006 CFD” means that certain Community Facilities District No. 2006-01, Improvement Area 1, adopted by the Council acting as the legislative body of the District, on April 23, 2007, pursuant to Resolution No. 44-07, as amended from time to time.

1.1.8 “Development” means (i) the division of a parcel of land into two (2) or more parcels; (ii) the construction, reconstruction, conversion, structural alteration, relocation, or enlargement of any structure; (iii) any excavation, landfill, or land disturbance; and (iv) any use or extension of the use of land.

1.1.9 “Development Approvals” means all permits and other entitlements subject to approval or issuance by the City in connection with Development of the Project Area including, but not limited to all permits and other entitlements (i) approved or issued prior to or concurrent with the Effective Date which are listed in Exhibit A attached hereto and

Page 3 of 48 ends

incorporated herein by this reference (the “Existing Development Approvals”), and (ii) obtained by Master Developer and/or an Owner, with the consent of Master Developer, in connection with Development of the Project Area subsequent to the Effective Date, but prior to the expiration of the Term of this Agreement, which are consistent with the General Plan and the Specific Plan (the “Subsequent Development Approvals”).

1.1.10 “Development Exaction” means any requirement of the City in connection with or pursuant to any Land Use Regulations or Ordinances or Development Approvals for the dedication of land, the construction or increase in size of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate, or compensate for the impacts of Development on the environment or other public interests and does not include processing fees.

1.1.11 “Effective Date” means the effective date of the Enacting Ordinance approving this Agreement in accordance with Municipal Code of the City of Chowchilla Section 17.64.

1.1.12 “Enacting Ordinance” means Ordinance No. of the Council adopted by the Council on , 2021, as set forth in Resolution No.
authorizing the City to enter into this Agreement.

1.1.13 “Environmental Impact Report” means the Environmental Impact Report for the Rancho Calera Specific Plan certified by the Council on May 2, 2011, as set forth in Resolution No. 3-11, and on file with the City Clerk, as amended by that certain Mitigated Negative Declaration approved by the Council on , 2021, as set forth in Resolution No. , and on file with the City Clerk.

1.1.14 “Existing Land Use Regulations and Ordinances” means all Land Use Regulations and Ordinances in effect and a matter of public record as of the Effective Date.

1.1.15 “General Plan” means The City of Chowchilla General Plan adopted by the Council on May 2, 2011, as set forth in Resolution No. 45-11, and on file with the City Clerk.

1.1.16 “Lender” means any bank, savings and loan association, insurance company, private equity firm or other source of financing for the acquisition, development, construction, and/or operation of the Project Area.

1.1.17 “LSDF” means Land Secured Debt Financing, a financing mechanism whereby real property secures funds obtained by a public entity for the purpose of constructing and/or maintaining improvements.

1.1.18 “Land Use Regulations and Ordinances” means the City’s rules, regulations, Ordinances, and official policies governing permitted use, density, design, improvement, and construction of the Project Area.

1.1.19 “Master Developer” means Rancho Calera, LLC, a California limited liability company, or any individual or entity which acquires all or a portion of the Project Area and which assumes the obligations of Master Developer set forth in this Agreement.

Page 4 of 48 ends

1.1.20 “Ordinances” means the ordinances, resolutions, and codes of the City governing the permitted uses of land, density, design, improvement, construction standards and specifications applicable to the Development and use of the Project Area. Specifically, but without limiting the generality of the foregoing, Ordinances shall include the City’s General Plan, the Specific Plan, and Zoning Titles of the Municipal Code of the City, and the City’s Building, Electrical, Mechanical, Plumbing, and Fire Codes.

1.1.21 “Owner” means any entity that succeeds to the interest of Master Developer with respect to all or any portion of the Project Area with the intent of constructing commercial or dwelling units for use, sale, or lease to members of the public or other ultimate users, or any other successor in interest to Master Developer as to fee title to a portion of the Project Area.

1.1.22 “Planning Commission” means the appointed members of the public serving as the Planning Commission of the City of Chowchilla.

1.1.23 “Project” means the Development of the Project Area contemplated by the Specific Plan, as such Specific Plan may be further defined, enhanced, amended, or modified.

1.1.24 “Project Area” means the real property described on Exhibit B to this Agreement, attached hereto and incorporated herein by this reference.

1.1.25 “2003 RD” means that certain City of Chowchilla Reassessment District No. 2003- 1, and that certain Resolution of Intention for the Levy of Reassessments adopted by the Council on July 28, 2003, pursuant to Resolution No. 53-03.

1.1.26 “Specific Plan” means the Rancho Calera Specific Plan, including all exhibits and appendices, adopted for the Project Area by the Council on May 2, 2011, and on filed with the City Clerk, as amended pursuant to Ordinance No. , adopted by the Council on , 2021, and on file with the City Clerk.

1.1.27 “Subsequent Land Use Regulations and Ordinances” means those Land Use Regulations and Ordinances adopted and effective after the Effective Date of this Agreement.

1.1.28 “Vest”, “Vesting”, “Vested” mean the conferring of the rights granted to Master Developer under this Agreement and subject to all the terms, conditions and requirements of this Agreement, to proceed with the Development of the Project Area based on the agreement of the City hereunder that certain regulations and requirements in the Development Approvals pertaining to the Development of the Project Area are fixed and, except as permitted by this Agreement, that they cannot be subsequently modified, changed or augmented so as to impose additional requirements or burdens on the Development of the Project Area without Master Developer’s consent.

1.2 Undefined Terms. Terms not defined in Section 1.1 shall have the meanings set forth in this Agreement, the Specific Plan, the General Plan, or the Environmental Impact Report, in that order of priority.

Page 5 of 48 ends

1.3 Exhibits. The following documents are attached to this Agreement as exhibits hereto:

Exhibit A Existing Development Approvals
Exhibit B Legal Description of the Project Area

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. The Project Area is hereby made subject to this Agreement.

Development of the Project Area is authorized and shall be carried out only in accordance with the terms of this Agreement and the Development Approvals.

2.2 Ownership of the Project Area. Master Developer represents and covenants that it holds the sole and absolute right in fee simple title to the Project Area.

2.3 Term. Notwithstanding any other provision of this Agreement, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for a period of twenty (20) years thereafter, unless sooner terminated or extended as hereinafter provided.

2.3.1 Extensions. The City Administrator is authorized to and, upon written request of Master Developer, shall permit two (2) extensions of five (5) years each to the Term, not to exceed thirty (30) years in the aggregate for the Term hereof, if the City Administrator determines with respect to each five (5) year extension that Master Developer is not in default under this Agreement. In the event the City Administrator determines that the Master Developer is in default under this Agreement, the matter shall be referred to Council for review pursuant to Section 9.1 of this Agreement, which could result in termination of this Agreement.

2.3.2 Letter from City Administrator. An extension of the Term of this Agreement pursuant to the foregoing provisions shall not be deemed an amendment of this Agreement and may be evidenced by a letter from the City Administrator, it being the intent of the Enacting Ordinance to authorize a minimum twenty (20) year and a maximum thirty (30) year Term of this Agreement as herein provided and subject to the terms of this Agreement.

2.3.3 Tolling. If any litigation affecting the Project Area is filed challenging any of the Development Approvals or this Agreement (including but not limited to any environmental determinations relating to any of the foregoing), or otherwise raising issues of the validity of the Development Approvals or the valid or binding nature of this Agreement, the Term of this Agreement shall be extended for the period of time such litigation is pending, and upon the conclusion of such litigation by dismissal or final entry of judgment, Master Developer and the City shall record notice to such effect; provided, however, and subject to Section 11.3 below, if such litigation results in a final determination of invalidity of any such actions, the City may terminate this Agreement to the extent necessary to comply with any such final determination.

2.3.4 Reasonable Estimate. The Term has been established by the parties as a reasonable estimate of the time required to implement the necessary requirements of

Page 6 of 48 ends

the Existing Development Approvals and to obtain the public benefits of this Agreement.

The City finds that a term of such duration is reasonably necessary to assure the City of the realization of the public benefits from the Project, particularly, but not limited to Development of the public facilities and major infrastructure elements of the Project as set forth in the Specific Plan. In establishing and agreeing to such Term, the City has determined that the Existing Development Approvals and this Agreement incorporate sufficient provisions to permit the City to monitor adequately and respond to changing circumstances and conditions in undertaking actions to carry out the Development Approvals, the Specific Plan, and this Agreement.

2.3.5 Effect of Expiration. Expiration of the Term shall not affect any rights of the Master Developer and Owners arising from the Development Approvals.

2.3.5.1 If any Tentative Map or Final Subdivision Map or Tentative Parcel Map or Final Parcel Map heretofore or hereafter approved in connection with Development of the Project Area is a vesting map under the Subdivision Map Act, and this Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a Vested right to develop to an Owner, then and to the extent the rights and protections afforded such Owner under the laws and Ordinances applicable to vesting maps shall supersede the provisions of this Agreement.

2.3.5.2 Pursuant to California Government Code §66452.6(a), the term of the Tentative Maps and Final Subdivision Maps or any re-subdivision or amendment to the Tentative Maps or Final Subdivision Maps (including any lot line adjustment or merger of lots within the Tentative Maps or Final Subdivision Maps) for the Project Area, or any part thereof, or any other Tentative Maps filed subsequent to the Effective Date of this Agreement shall automatically be extended for the Term of this Agreement.

2.4 Assignment. No sale or transfer of the Project Area shall require an amendment to this Agreement when performed in accordance with the provisions of this Agreement.

2.4.1 Assignment. Neither Master Developer nor any Owner shall have an obligation to seek the consent of the City Administrator prior to assigning, transferring, or selling any portion of the Project Area. Within sixty (60) days of any such assignment, transfer, or sale of any portion of the Project Area, Master Developer or the Owner shall deliver to the City a written assignment and assumption agreement fully executed by Master Developer or the Owner, and the buyer, whereby buyer assumes all of those obligations of Master Developer or the Owner relating to that portion of the Project Area acquired by buyer. Upon delivery of the assignment and assumption agreement to the City Administrator, Master Developer or the Owner shall be relieved of the terms and conditions of this Agreement as they relate to that portion of the Project Area transferred to buyer by Master Developer or the Owner, except as otherwise set forth in the assignment and assumption agreement.

Page 7 of 48 ends

2.4.2 Release of Purchaser or Transferee of a Residential or Commercial Lot. A purchaser or transferee of a parcel or lot which has been finally subdivided as provided for in the Specific Plan or any other plan applicable to the Project Area, and for which a certificate of occupancy has been granted by the City, shall be released from the obligations under this Agreement, provided that the parcel or lot cannot be further subdivided and has been individually sold or leased to a member of the public or other ultimate user, as opposed to having been sold or leased in bulk to another Master Developer or builder or having been sold or leased individually to a builder or other investor prior to construction of improvements to be occupied by the ultimate user. City shall, upon written request made by Master Developer to the City, determine if the Agreement has been terminated with respect to any parcel or lot within the Property, and shall not unreasonably withhold, condition, or delay termination as to that lot or parcel.

Upon termination of this Agreement as to any lot or parcel, City shall upon Master Developer’s request record a notice of termination that the Agreement has been terminated as to that parcel or lot within the Property. The aforesaid notice may specify, and Master Developer agrees, that termination shall not affect in any manner any continuing obligation to pay any item specified by this Agreement. Termination of this Agreement as to any parcel or lot within the Property shall not affect Master Developer’s rights or obligations under any of the Development Approvals, including but not limited to, the General Plan, Specific Plan, Existing Land Use Regulations and Ordinances, and all other City policies, regulations, and ordinances applicable to the Project Area or the Property. City may charge a reasonable fee for the preparation and recordation of any notices of termination requested by Master Developer.

3. AMENDMENT

3.1 Amendment of this Agreement. This Agreement may be amended or canceled in whole or in part from time to time by the mutual written agreement of the City and Master Developer.

3.1.1 Notice and Public Hearing Requirements. Prior to amending or cancelling this Agreement, in whole or in part, the City shall provide the notice and/or conduct a public hearing required pursuant to California Government Code §65868. Such amendment may be approved by City ordinance. Notwithstanding the foregoing, no public notice or hearing shall be required for any amendment which (a) does not substantially affect (i) the Term of this Agreement, (ii) permitted uses of the Project Area, (iii) provisions for the reservation or dedication of land, (iv) the density or intensity of use of the Project Area or the maximum height or size of proposed structures, or (v) monetary contributions by Master Developer, or (b) is intended to create consistency with an Administrative Minor Deviation made to the Specific Plan as permitted by the Specific Plan (“Ministerial Agreement Amendments”). Ministerial Agreement Amendments shall be evidenced in writing and executed by Master Developer and the City Administrator.

3.1.2 Amendment to the Development Approvals. No amendment to this Agreement shall be required as the result of any amendment to the Development Approvals. All Subsequent Development Approvals shall be automatically incorporated into this Agreement, shall be deemed Vested upon approval, and shall be an integral part hereof.

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3.1.3 Conditions of Approval. The City shall not impose as a condition to any amendment to this Agreement, any new Development Exaction or other imposition not otherwise permitted under this Agreement, except to the extent the amendment will directly result in new burdens or impacts requiring additional mitigation or insofar as the amendment results in new or additional unmitigated significant environmental impacts.

3.2 Interpretation. The parties acknowledge that this Agreement, like all agreements, may be subject to interpretation. This Agreement is the product of mutual negotiations and participation by both the City and Master Developer (each a “Party” and collectively, the “Parties”). For purposes of construing the meaning or effect of this Agreement, or any portion hereof, it shall be presumed this Agreement was drafted by both Parties and not as if it had been prepared by one Party or the other. Each Party to this Agreement specifically acknowledges that it had sufficient opportunity to review the Agreement, confer with its separate legal counsel regarding the meaning of this Agreement and any provision contained herein, and negotiate revisions to this Agreement. Notwithstanding the foregoing, the City Administrator (with the advice and consent of the City Attorney’s office) may issue written interpretations of this Agreement. A copy of any such written interpretation shall be given to Master Developer and any Owners. If Master Developer or any Owners disagrees with any such interpretation, Master Developer and/or the Owners may appeal that interpretation to the Planning Commission by means of a notice in writing to the Planning Commission specifying the basis of the disagreement with the interpretation. The Planning Commission shall, within thirty (30) days after receipt of the written appeal of the interpretation, hold a hearing at which the City Administrator’s interpretation will be reviewed. The Planning Commission shall then determine, within thirty (30) days after completion of the hearing, whether the Planning Commission agrees with the interpretation or if it deems it appropriate to modify or withdraw the interpretation of the City Administrator. Either Party may appeal the decision of the Planning Commission to the City Council, which shall follow the Planning Commission process set forth above in reviewing any appeal to a Planning Commission decision. The decision of the City Council as to an interpretation shall be considered a final determination of the issue and, therefore, an exhaustion of administrative remedies.

3.3 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:

3.3.1 Expiration of the stated Term of this Agreement, including all extensions of the same permitted pursuant to Section 2.3 of this Agreement;

3.3.2 Entry of a final judgment by a court of competent jurisdiction setting aside, voiding, or annulling the adoption of the Enacting Ordinance approving this Agreement; provided, however, that so long as the judgment of any such court is on appeal to a higher court, this Agreement shall remain in full force and effect;

3.3.3 Except as provided in Section 4.7.2 below, the adoption of a referendum measure overriding or repealing the Enacting Ordinance approving this Agreement;

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3.3.4 Completion of the Project in accordance with the terms of this Agreement including issuance of all required certificates of occupancy and acceptance by the City or applicable public agency of all required dedications; or

3.3.5 Cancellation pursuant to a Non-Compliance Finding, all as more particularly set forth in Section 8.4 and Section 8.5 below.

As allowed by law, termination of this Agreement shall not constitute termination of any Development Approvals effective as of the date of termination. Upon the termination of this Agreement, no Party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to obligations which expressly survive termination of this Agreement.

3.4 Notices. All notices, demands and correspondence required or provided for under this Agreement shall be in writing and delivered via email (followed by another method of delivery), in person, or dispatched by certified mail, postage prepaid. Notice required to be given to the City shall be addressed as follows:

Chowchilla Civic Center
130 S. Second Street
Civic Center Plaza
Chowchilla, CA 93610
Attn: City Administrator
Fax No. (559) 665-7419
With a copy to:

Lozano Smith
7404 N. Spalding Avenue
Fresno, CA 93720
Attn: City Attorney for the City of Chowchilla
Fax No. (559) 341-5600
Notices required or provided for under this Agreement to be given to Master Developer shall be addressed as follows:

Rancho Calera, LLC
175 East Main Ave., Suite 110
Morgan Hill, CA 95037
Attn: Manager
Fax No. (408) 782-1662

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With a copy to:

Hardt Mason Law
175 East Main Ave., Suite 110
Morgan Hill, CA 95037
Attn: Katharine Hardt-Mason
Fax No. (408) 778-3031
A Party may change its address by giving notice in writing to the other Party. In the event the City or Master Developer retains different counsel, the Party retaining different counsel shall provide notice thereof to the other Party. Thereafter, notices, demands, and other pertinent correspondence shall be addressed and transmitted to the new address.

3.5 Applicable Law: Except as otherwise provided herein, the rules, regulations, official policies, standards, and specifications applicable to the Project shall be the Existing Land Use Regulations and Ordinances, and those set forth in this Agreement and the Development Approvals. With respect to matters not addressed by this Agreement or the Development Approvals, those rules, regulations, official policies, standards and specifications (including Ordinances and resolutions) governing permitted uses, building locations, timing of construction, densities, design, heights, fees, exactions, and taxes in force and effect on the Effective Date of this Agreement, as long as such rules are consistent with this Agreement, the Development Approvals, and the Project, shall be applicable to the Project.

3.6 Conflict of City and State or Federal Laws: As provided in California Government Code §65869.5, this Agreement shall not preclude the application to the Project of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in state or federal laws or regulations (“Changes in Law”). In the event Changes in Law prevent or preclude compliance with one or more provisions of this Agreement and provided the terms and conditions set forth in Section 11.3 below can be met, such provisions of the Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with Changes in Law, and City and Master Developer shall take such action as may be required pursuant to this Agreement. City shall cooperate with Master Developer and the Owners in the securing of any permits or approvals that may be required as a result of such modification or suspensions.

3.7 Hold Harmless Agreement. Throughout the Term of this Agreement, Master Developer and each successor Owner shall defend and hold the City and the City’s elective and appointive commissions, officers, agents, employees, contractors, consultants, and other third parties retained by the City (the “City Parties”) harmless from any liability for personal injury or property damage which may arise from the performance, failure to perform, or operations of Master Developer and each successor Owner, and all contractors, subcontractors, agents, or employees of Master Developer and each successor Owner under this Agreement, specifically including the requirements of Section 11.20 below, whether such operations be by Master Developer, a successor Owner, or by any of the contractors, subcontractors, or any one or more persons directly or indirectly employed by, or acting as agent for Master Developer or a successor Owner, except to the extent of any liability for damage which may arise from the negligence or willful

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misconduct of the City or the City Parties. The City reserves the right to participate in the defense and may recover its own reasonable attorney fees, court costs, and staff costs from Master Developer or such successor Owners of all or any portion of the Project Area. However, Master Developer or any such successor Owners of all or any portion of the Project Area may at any time elect to abandon the benefits of this Agreement, or any part thereof that is the subject of a legal challenge, and upon such abandonment, the party abandoning the benefits of this Agreement shall have no further obligation to defend or indemnify the City should the City elect to continue to litigate the particular issue.

4. USE AND DEVELOPMENT OF THE PROPERTY.

4.1 Use of the Project Area. Subject to the terms of this Agreement, including the Reservations of Authority set forth in Section 4.7 below, the Project Area shall be used and developed only for those uses set forth in the Development Approvals, and for such other uses that may be mutually agreed upon by the parties hereto, whether as a result of amendments to this Agreement or amendments to the Development Approvals.

4.2 Right to Develop. Subject to the terms of this Agreement, including the Reservations of Authority, Master Developer and the Owner(s) shall have the Vested right to develop the Project Area in accordance with the Development Plan set forth in the Specific Plan which permits the construction of up to 2,042 residential dwelling units and up to 308,405 square feet of commercial space, all as more particularly set forth in the Specific Plan. The parties hereby agree that the Land Use Designations set forth in Section 2.2 of the Specific Plan, and the Development Standards, Use Regulations, and Zoning Districts set forth in Section 3 of the Specific Plan may only be amended or revised by mutual express written consent of both the City and Master Developer.

4.3 Maximum Height. The maximum height and size of structures to be constructed within the Project Area shall be governed by the Specific Plan.

4.4 Development of the Project Area. Subsequent Development Approvals necessary to develop the Project, including amendments to Development Approvals, shall be reviewed for approval by the City in accordance with Section 5.2 through Section 5.4 of the Specific Plan, the Existing Land Use Regulations and Ordinances, and any restrictions or other limitations set forth in this Agreement. City agrees that once the City has approved a tentative subdivision map and associated improvement plan for any part of the Property, prior to recordation of the final map for such subdivision or portion thereof, permits shall be issued for grading and installation of infrastructure for the relevant area at the subdivider’s risk prior to recordation of the final map.

In the event Master Developer elects not to grade or install such infrastructure prior to recordation of the final map for such subdivision or portion thereof, City agrees to enter into an improvement agreement establishing the terms and conditions for construction of the infrastructure following recordation of a final map, provided in no event shall any improvement agreement require the construction of any such infrastructure within any specified period of time. The parties hereby agree that Section 5.2 through Section 5.4 of the Specific Plan may only be amended or revised by mutual express written consent of both the City and Master Developer.

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4.5 Water Rights. Subject to the terms and conditions set forth in this Section 4.5, Master Developer has agreed and does hereby agree to release and relinquish to City all of its right, title and interest in all water located on or under the Project Area. Notwithstanding the foregoing, Master Developer shall retain all of its right, title, and interest in the water and/or water rights set forth in the agreements with the Chowchilla Water District (“CWD”), the Bureau of Reclamation (“BuRec”), and Pheasant Run, LLC, (“PR”), including all heirs, successors, and assigns of CWD, BuRec, and PR. Additionally, Master Developer shall have the right to apply for agricultural water well permits if Master Developer elects, at its sole and absolute discretion, to allow for agricultural use of the Project Area in the event the Project Area, or any portion thereof, cannot be developed due to reasons beyond Master Developer’s control.

4.6 No Additional Reservations or Dedications of Land for Public Purposes. The terms and conditions set forth in Section 5.1 of the Specific Plan shall control with regard to additional reservations and dedications of land.

4.7 Reservations of Authority.

4.7.1 Limitations, Reservations and Exceptions. Notwithstanding the intent of the parties to this Agreement to enable Master Developer and the Owners of the Project Area to develop the Project Area in accordance with the Development Approvals and the Existing Land Use Regulations and Ordinances, to the extent legally permissible, and notwithstanding any other provision of this Agreement, the City and Master Developer acknowledge and agree that the following Subsequent Land Use Regulations and Ordinances shall apply to the Development of the Project Area:

4.7.1.1 Processing, inspection and similar fees and charges imposed by the City to cover the estimated actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued;

4.7.1.2 Except as otherwise set forth in this Agreement, procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure;

4.7.1.3 Regulations governing construction standards and specifications, including without limitation, the City’s adopted Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code; and

4.7.1.4 Regulations which may be in conflict with the Existing Land Use Regulations and Ordinances, but which are reasonably necessary to protect the public health, safety, and welfare. To the extent possible, any such regulations shall be applied and construed so as to provide Master Developer with the rights and assurances provided under this Agreement.

4.7.2 Development Control Limitations. To the extent allowed by law, no other land use regulations, rules or policies enacted or adopted subsequent to the Effective Date of this Agreement, whether enacted by action of the City or by initiative, referendum or otherwise, including, without limitation, those which limit or restrict the rate, timing or

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sequencing of development of the Project, or any inclusionary housing ordinance, affordable housing ordinance, or similar ordinance that would require Master Developer to provide a minimum number of below-market rate housing units at the Property or pay a fee in-lieu of providing below-market rate housing units at the property (“development control limitations”) shall apply to the Project. The City agrees to use its best efforts to prevent any such development control limitations from invalidating or prevailing over all or any part of this Agreement, and the City agrees to cooperate with Master Developer and the Owners of the Project Area in a reasonable manner in order to keep this Agreement in full force and effect notwithstanding any such development control limitations.

4.7.3 Intent. The parties acknowledge and agree that the City is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to the City all of its police power which cannot be so limited in accordance with California Government Code §65866 and §65869.5. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to the City all such power and authority which cannot be restricted by contract.

4.8 Provision of Real Property Area Interests by City. In any instance where Master Developer or an Owner is required to construct any public improvement on land not owned by Master Developer or such Owner, Master Developer or the Owner shall, at its sole cost and expense, use its best efforts to provide or cause to be provided, the real property interests necessary for the construction of such public improvements. In the event Master Developer or the Owner is unable after exercising reasonable efforts, including, but not limited to, the rights under California Civil Code §§1001 and 1002, to acquire the real property interests necessary for the construction of such public improvements, and if so instructed by Master Developer or the Owner and upon Master Developer’s or the Owner’s provision of adequate security for costs the City may reasonably incur, the City may negotiate the purchase of the necessary real property interests to allow Master Developer or such Owner to construct the public improvements as required by this Agreement or the Development Approvals, and in accordance with the procedures established by law, the City may use its power of eminent domain to acquire such required real property interests. Master Developer or the Owner shall pay all costs associated with such acquisition or condemnation proceedings. This Section 4.8 is not intended by the parties to impose upon Master Developer or any Owner an enforceable duty to acquire land or construct any public improvements on land not owned by Master Developer or an Owner, except to the extent that Master Developer or such Owner elects to proceed with Development of the Project, and then only in accordance with valid conditions imposed by the City upon the Development of the Project under the Subdivision Map Act or other legal authority. The requirement for such nonowned or off-site improvements is for the sole benefit of the City and may be waived by the City at its sole discretion. However, in accordance with California Government Code §66462.5, (a) A city, county, or city and county shall not postpone or refuse approval of a final map because the subdivider has failed to meet a tentative map condition which requires the subdivider to construct or install offsite improvements on land in which neither the subdivider nor the local agency has sufficient title or interest, including an easement or license, at the time the final

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map is filed with the local agency, to permit the improvements to be made. In such cases, unless the city, county, or city and county requires the subdivider to enter into an agreement pursuant to subdivision (c), the city, county or city and county shall, within 120 days of the filing of the final map, pursuant to Section 66457, acquire by negotiation or commence proceedings pursuant to Title 7 (commencing with Section 1230.010) of Part 3 of the Code of Civil Procedure to acquire an interest in the land which will permit the improvements to be made, including proceedings for immediate possession of the property under Article 3 (commencing with Section 1255.410) of Chapter 6 of that title.
(b) If a city, county, or city and county has not required the subdivider to enter into an agreement pursuant to subdivision (c) and if a city, county, or city and county fails to meet the 120-day time limitation, the condition for construction of offsite improvements shall be conclusively deemed to be waived. The waiver shall occur whether or not the city, county, or city and county has postponed or refused approval of the final map pursuant to subdivision (a).
(c) Prior to approval of the final map the city, county, or city and county may require the subdivider to enter into an agreement to complete the improvements pursuant to Section 66462 at such time as the city, county, or city and county acquires an interest in the land that will permit the improvements to be made.

4.9 Regulation by Other Public Agencies. It is acknowledged by the Parties that other public agencies not within the control of the City possess authority to regulate aspects of the Development of the Project separately or jointly with the City and this Agreement does not limit the authority of such other public agencies. Notwithstanding the foregoing, the City agrees that it shall assist Master Developer and all Owners in obtaining those approvals necessary to develop the Project Area.

5. RC DEVELOPMENT IMPACT FEES.

5.1 RC Development Impact Fees- Intent of the Parties. Master Developer and the Owners shall be responsible for the payment of the development impact fees set forth in Section 5.2 below, as amended from time to time and increased or decreased as set forth in Section 5.2.5 below (the “RC Development Impact Fees”). The parties hereby acknowledge and agree that the RC Development Impact Fees are (a) substantially similar to the citywide development impact fees in both purposes and amounts, and (b) intended to be a complete and absolute substitution for the payment of any citywide development impact fees or any additional development impact fees imposed by the City throughout the Term of this Agreement. Except for the obligation to pay the RC Development Impact Fees identified in Section 5.2, neither Master Developer nor any

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Owner shall be responsible for the payment of any additional development impact fees imposed by the City.

5.2 RC Development Impact Fees. The RC Development Impact Fees, which are applicable to the Project Area only and which remain subject to all citywide development impact fee increases and decreases throughout the Term of this Agreement, all as more particularly set forth in Section

5.2.5 below, are as follows:

5.2.1 Payment of the RC Development Impact Fees. The RC Development Impact Fees shall be paid to the City concurrent with issuance by the City of a certificate of occupancy for each structure within that portion of the Project Area being developed by Master Developer or an Owner. The City may refuse to issue a certificate of occupancy for any structure within the Project Area for which the RC Development Impact Fees have not been paid.

5.2.2 East Robertson Blvd Improvement Fee. The East Robertson Blvd Improvement Fee, set forth in Section 5.2 above shall be placed in a segregated bank account and used solely for the purpose of constructing the East Robertson Blvd Improvements defined 1 As of the Effective Date of this Agreement, the Citywide Traffic Impact Fee imposed on all new development is $6,047.59 per residential unit. $1,358.00 of the Citywide Traffic Impact Fee due for each residential unit has been moved to the East Robertson Blvd Improvement Fee to cover the cost of the City East Robertson Blvd Improvements (see Section 5.2.2.1 below).

The remaining Citywide Traffic Impact Fee, $4,689.59 per residential unit, has been reduced to $4,400.31 per residential unit.

The parties have agreed that the difference of $289.28 per residential unit shall not be due to the City. Because no other new development within city limits will have to contribute for the cost to construct the City East Robertson Blvd Improvements, the City will not have to allocate any of the Citywide Traffic Impact Fees collected by new development towards the East Robertson Blvd Improvements, resulting in the City having more Citywide Traffic Impact Fees available for other citywide traffic improvements.
2 The Parks and Recreation Impact Fee is comprised of the major community park fee, more particularly set forth in Section

5.2.4.1 ($425.76), and the adjusted minor community park, more particularly set forth in Section 5.2.4.2 below ($237.13), for a total RC Park and Recreation Impact Fee of $662.89. No neighborhood park fee is included in the Parks and Recreation Impact Fee for the reasons set forth in Section 5.2.4.3 below.

RC Development Impact Fees Residential
(per unit)
Commercial
(per sq. ft)
RC Citywide Traffic Impact Fee $4,400.311 $2.03
East Robertson Blvd Improvement Fee $7,221.00 $0
RC Signalization Impact Fee $238.42 $0.19
RC Sewer Treatment Impact Fee $6,186.94 $1.33
RC Water Supply Impact Fee $2,253.05 $0.51
RC General City Facilities Impact Fee 961.24 $0.42
RC Fire Facilities Impact Fee $1,751.01 $0.74
RC Police Facilities Impact Fee $945.48 $0.40
RC Storm Drain Impact Fee $0 $0
RC Parks and Recreation Impact Fee $662.892 $0
Total RC Development Impact Fees: $24,620.34 $5.62

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below, including without limitation those costs and fees related to the design, engineering, construction, and management of constructing the East Robertson Blvd Improvements, and for no other purposes, until such time as the East Robertson Blvd Improvements are complete. Upon completion and acceptance of the East Robertson Blvd Improvements by the City and provided any reimbursements due to Master Developer pursuant to Section 6.3.2.5 below have been delivered to Master Developer, any East Robertson Blvd Improvement Fees remaining or deposited in the segregated account or paid to the City shall be available to the City for those uses set forth in Section

6.3.2.7 below. The terms and conditions related to use of the East Robertson Blvd Improvement Fee and construction of the East Robertson Blvd Improvements are more particularly set forth in Section 6.3 below.

5.2.2.1 The East Robertson Blvd Improvement Fee consists of two components.

The first component included in the East Robertson Blvd Improvement Fee set forth in Section 5.2 above, in the amount of $1,358.00 per residential dwelling unit, is intended to cover those costs for which the City is responsible, namely (i) the median (including irrigation and landscaping), and (ii) two travel lanes (the two travel lanes on the north side of the median to the northern curb) within the East Robertson Blvd- Phase 1 Improvements, and (iii) one travel lane (the travel lane on the north side of the median to the northern curb) within the East Robertson Blvd-Phase 2 & 3 improvements (the “City East Robertson Blvd Improvements”), all as more particularly shown in Schedule 5.2.2.1. The second component included in the East Robertson Blvd Improvement Fee set forth in Section 5.2 above, in the amount of $5,863.00 per residential dwelling unit, is intended to cover those costs for which the Master Developer is responsible, namely (a) the bike/pedestrian path, curb and gutter, landscaped setback (including a sidewalk, bus shelter, irrigation and landscaping), from the edge of the northern East Robertson Blvd travel lane to the northern boundary of the East Robertson Blvd public right of way, and where applicable in East Robertson Blvd Phase 2 & 3, the hydroseeded interim landscaping from the edge of the northern East Robertson Blvd travel lane to the northern boundary of the East Robertson Blvd public right of way, (b) any underground wet and dry utilities and infrastructure within the East Robertson Blvd public right of way which are required for Development of the Project Area (including fire hydrants), and (c) undergrounding of the PG&E power line and all related equipment and fixtures within the East Robertson Blvd right of way (the “Master Developer East Robertson Blvd Improvements”, and together with the City East Robertson Blvd Improvements, collectively the “East Robertson Blvd Improvements”).

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serve a portion of the Project Area and the obligation of Master Developer or the Owners to construct all other storm drain improvements within the Project Area.

5.2.4 RC Park and Recreation Impact Fees. The RC Park and Recreation Impact Fee set forth in Section 5.2 above, which are lower than those set forth on the citywide development impact fee schedule as of the Effective Date, are intended to reflect the obligations of the City, the Master Developer, and Owners with regard to construction and dedication of all parks within the Project Area. The amount set forth in Section 5.2 is based on the information set forth in the City’s nexus study3 relating to the development of major community parks, minor community parks, and neighborhood parks, and the obligations of Master Developer and the Owners with regard to the same. The City’s nexus study sets forth a development impact fee for each of these park categories, all of which are applicable only to residential development. Based on the following, the parties have agreed, and do hereby agree, that neither Master Developer nor any Owner shall be responsible for payment of the entire park and recreation citywide development impact fees charged to all residential developers as of the Effective Date. Rather, Master Developer and the Owners shall be responsible for the RC Park and Recreation Impact Fee set forth in Section 5.2 above which the parties acknowledge and agree is a fair amount in light of the following:

5.2.4.1 Because there is no major community park within the Project Area, Master Developer and the Owners shall be charged the full amount of the major community parks component of the parks and recreation citywide development impact fees ($425.76 per residential unit), which may be adjusted from time to time by the City as set forth in Section 5.2.5 below.

5.2.4.2 Master Developer shall dedicate the 12.9 acre minor community park land located within the Project Area to the City per the terms of Section 5.5.6 of the Specific Plan4. In exchange for dedication of this land to the City, the City has agreed to reduce the minor community park citywide development impact fees from $584.58 to $237.13 per residential unit (the “Minor Community Park Fee”)5.

5.2.4.3 According to the General Plan, it is the City’s goal to have all neighborhood parks constructed by the builder developing the surrounding neighborhood and then dedicated to the City. As set forth in Section 5.5.6 of the Specific Plan, Master Developer has agreed to the construction of all neighborhood parks within the Project Area by either Master Developer or the Owners. The City will therefore not have to spend any of the citywide development impact fees collected for neighborhood parks on the acquisition of land for or construction of any 3 The Adopted Update of Development Impact Fees for the City of Chowchilla, June 13, 2005. 4 Per the City’s nexus study, the value of this land is Seven Hundred Nine Thousand Five Hundred and no/100th Dollars ($709,500) (12.9 acres multiplied by $55,000 per acre = $709,500). 5 The Minor Community Park Fee was established by multiplying the total number of residential units that can be built within the project area (2,042) by the current minor community park fee ($584.58), then subtracting the value of the land being dedicated to the City ($709,500) and then dividing that sum by the total number of residential units that can be built within the Project Area (2,042 x 584.58 – 709,000) / 2,042 = $237.13.

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neighborhood parks within the Project Area. In consideration of this obligation being assumed by Master Developer on behalf of itself and the Owners, the City has agreed and does hereby agree to waive all neighborhood park citywide development impact fees.

5.2.5 Increases and Decreases to the RC Development Impact Fees. Subject to the terms and conditions set forth in Section 5.2.3 above and in this Section 5.2.5, any and all increases or decreases to the citywide development impact fees adopted by the City shall apply to the Project Area in the same percentage increase or decrease applied to all new development in the City with the exception of the East Robertson Blvd Improvement Fee, the RC Storm Drain Impact Fee, and the RC Parks and Recreation Impact Fee which can only be modified with the consent of Master Developer. Prior to consideration of any increases or decreases to the citywide development impact fees, the City shall provide written notice thereof to Master Developer and all Owners. Upon adoption by the City of any such increases or decreases to the citywide development impact fees, the RC Development Impact Fees set forth in Section 5.2 above shall be updated by the same percentage increase or decrease to the citywide development impact fees, evidence of which shall be provided via an amendment to this Agreement signed by both Parties, the sole purpose of which shall be to substitute the table set forth in Section 5.2 above with the updated RC Development Impact Fees. In the event the City changes the names or purposes of the citywide development impact fees or reorganizes the citywide development impact fees in effect as of the Effective Date, the same shall apply to the RC Development Impact Fees, subject to the following: (i) the Project Area shall not be subject to any new or modified storm drain impact fees, and (ii) the Project Area shall not be subject to any new or modified fees which would generally fall within the category of the storm drain impact fees. The Project Area shall not be subject to new development impact fees outside of the categories set forth in Section 5.2 which are adopted by the City during the Term of this Agreement.

5.2.5.1 On February 9, 2021, the Council adopted Resolution #12-21, which reduced all residential development impact fees from June 1, 2021, through June 30, 2023, subject to extension by Council. Pursuant to the terms of Resolution #12-21, the residential development impact fees for all residential development within Rancho Calera, which is in Zone 1, is $11,066.65 per residential unit. This sum does not reflect a reduction in the storm drain impact fee, required by Section

5.2.3 above, or the parks and recreation impact fee, required by Section 5.2.4 above. For the reasons set forth in this Agreement, the storm drain impact fee has been removed and the parks and recreation impact fee has been reduced, but the East Robertson Blvd Improvement Fee has not been reduced because the cost to construct the East Robertson Blvd Improvements is a set cost. In summary, from June 1, 2021, through June 30, 2023, the RC Development Impact Fees for all residential development with the Project Area shall be:

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The terms of this Section 5.2.5.1 shall supersede the residential RC Development Impact Fees set forth in Section 5.2 above for the term set forth in Resolution #12- 21, payment of which remain subject to Section 5.2.1 above.

5.2.5.2 As of the Effective Date of this Agreement, the City is processing those studies and documents required to update the citywide development impact fees for both residential and commercial development. It is believed that through this process, the citywide development impact fees will be reduced as the result of changes to public work projects which were contemplated in the existing nexus study. In completing this process, the City shall take into account the terms set forth in Section 5.2.5 above relating to those development impact fees which are not applicable to or reduced for the Project. Upon completion of the process set forth in this Section 5.2.5.2, the Parties shall comply with the terms set forth in Section 5.2.5 above regarding amendment to this Agreement to insert a new RC Development Impact Fee table in Section 5.2 reflecting those citywide development impact fees which are applicable to the Project, including the East Robertson Blvd Improvement Fee.

5.2.6 Use and Availability of the RC Development Impact Fees. Except as set forth in this Agreement, the City shall have the right to use the RC Development Impact Fees for those purposes identified by the City in its nexus study, for those obligations set forth in the Development Approvals, capital facilities improvement plans, a specific plan or a general plan, or as otherwise permitted by law. The RC Development Impact Fees shall 6 For the reasons set forth above, the temporary RC Citywide Traffic Impact Fee has been reduced to $2,200.16 per residential unit.

RC Development Impact Fees Residential
(per unit)
RC Citywide Traffic Impact Fee $2,200.156
East Robertson Blvd Improvement Fee $7,221.00
RC Signalization Impact Fee $119.21
RC Sewer Treatment Impact Fee $3,093.47
RC Water Supply Impact Fee $1,126.53
RC General City Facilities Impact Fee $480.62
RC Fire Facilities Impact Fee $875.51
RC Police Facilities Impact Fee $472.74
RC Storm Drain Impact Fee $0
RC Parks and Recreation Impact Fee $331.44
Total RC Development Impact Fees: $15,920.67

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be available to the City for use upon payment thereof by Master Developer or an Owner in accordance with Section 5.2.1 above.

5.3 Right to Object. Notwithstanding anything to the contrary set forth herein, to the extent otherwise allowed by law, Master Developer and the Owners shall have the right to object to or comment on any new or revised citywide development impact fees which are proposed by Council during the Term of this Agreement.

5.4 Miscellaneous Fees.

5.4.1 Processing Fees. The City may charge processing fees for land use approvals, building permits, and other similar permits and entitlements which fees are in force and effect on a citywide basis at the time an application is submitted for those permits, except as provided to the contrary in this Agreement. Such fees shall not be increased after submission of the application unless justified by an increase in the estimated reasonable cost to the City for performing the work for which the particular fee is paid and limited to an amount which will compensate the City for the estimated reasonable cost and increases incurred, as permitted pursuant to California Government Code §66104, et seq.

5.4.2 Additional Fees. In addition to payment of the RC Development Impact Fees set forth above, the City may collect additional fees or exactions which meet one of the following definitions: (1) they are directly imposed by another governmental agency and the City is required to collect the additional fees; or (2) they are uniformly imposed on all comparable residential or commercial development projects within the City and are required solely to provide capital infrastructure facilities or improvements needed for health and safety reasons as a direct result of the Project and are otherwise consistent with California Government Code §66000 et seq., the General Plan, and the Specific Plan.

5.4.3 New Citywide Taxes, Liens, and Assessments. Except for any agreement for special taxes, liens and assessments between the City and Master Developer entered into prior to the Effective Date, or any agreement for special taxes, liens, and assessments contemplated by this Agreement or the Development Approvals, the City shall not subject the Project Area, or any part thereof, to any special taxes, liens or assessments not applicable to the residents of the City as a whole unless approved in accordance with applicable State law by Master Developer and the affected Owners or imposed by a vote of Master Developer and the Owners or electors in the area to be taxed or assessed. The City shall give Master Developer and the Owners not less than sixty (60) days’ notice of any City proposal to impose such a special tax, lien or assessment, and an opportunity to be heard.

5.4.4 Construction of Public Improvements. Except as set forth in this Agreement, no fees shall be due in connection with the construction of any structure or improvements built on property to be donated or dedicated to the City or any other public or quasipublic entity regardless of who builds any such structure.

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6. PUBLIC IMPROVEMENTS AND DEDICATIONS.

6.1 Project Development and Construction of Public Improvements. Master Developer and the Owners shall construct and develop certain public infrastructure improvements within and adjacent to the Project Area in conjunction with the various phases of construction and Development activity on the Project Area, all as more particularly set forth in the Specific Plan.

6.2 Phasing. The Project has been designed generally for public infrastructure construction concurrent with residential neighborhood construction and commercial center construction. The phasing, timing, and rate of Development, however, depend on numerous factors that are not within the control of Master Developer or the City. In Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465, the California Supreme Court held that a construction company was not exempt from a city’s growth control ordinance notwithstanding that the construction company and the city had entered into a consent judgment (tantamount to a contract under California law) establishing the company’s vested rights to develop its property in accordance with the zoning.

The California Supreme Court reached this result on the basis that the consent judgment failed to address the timing of development. It is the intent of the parties to this Agreement to avoid the result of the Pardee case by acknowledging and providing in this Agreement that Master Developer shall have the Vested right to develop the Project Area in accordance with the terms of this Agreement and those set forth in the Specific Plan relating to construction of public improvements in such order and at such rate and at such time as Master Developer deems appropriate within the exercise of Master Developer’s sole subjective business judgment, notwithstanding the adoption of an initiative after the Effective Date by the City’s electorate to the contrary or any City moratorium or other similar limitation.

6.3 Construction of the East Robertson Blvd Improvements. In exchange for the terms and conditions set forth in this Agreement, Master Developer has agreed, and does hereby agree to construct the East Robertson Blvd Improvements, more particularly defined in Section 5.2.2.1 below, according to the phasing plan more particularly set forth in Section 6.3.1 below, using the East Robertson Blvd Improvement Fee for construction of the East Robertson Blvd Improvements, pursuant to the terms and conditions of this Section 6.3.

6.3.1 Phased Construction. The East Robertson Blvd Improvements shall be constructed, including undergrounding of the PG&E power line, by Master Developer in accordance with the Rancho Calera Specific Plan Amendment Transportation Impact Analysis, a copy of which is on file with the City Clerk, the East Robertson Blvd Phasing Plan, attached hereto as Schedule 6.3.1 and incorporated herein, and as further set forth herein. Master Developer shall be entitled to construct up to 215 dwelling units anywhere within the Project Area prior to constructing any East Robertson Blvd Improvements.

6.3.1.1 Prior to issuance of the 216th building permit anywhere in the Project Area, Master Developer shall construct the East Robertson Blvd Improvements shown

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on Schedule 5.2.2.1 within that area of East Robertson Blvd identified as East Robertson Blvd – Phase 1 on Schedule 6.3.1.

6.3.1.2 Prior to issuance of the 1,051st building permit anywhere in the Project Area, Master Developer shall construct the East Robertson Blvd Improvements shown on Schedule 5.2.2.1 within that area of East Robertson Blvd identified as East Robertson Blvd – Phase 2 on Schedule 6.3.1.

6.3.1.3 Prior to issuance of the 1,211th building permit anywhere within the Project Area, Master Developer shall construct the East Robertson Blvd Improvements shown on Schedule 5.2.2.1 within that area of East Robertson Blvd identified as East Robertson Blvd – Phase 3 on Schedule 6.3.1.

6.3.1.4 The City shall be entitled to withhold certificates of occupancy for any dwelling units in excess of those identified for each Phase of East Robertson Blvd Improvements until the applicable East Robertson Blvd Improvements are constructed and accepted by the City. For example, the City may withhold a building permit for the (a) 216th and each additional dwelling unit until the East Robertson Blvd Improvements are constructed within that area of East Robertson Blvd identified as East Robertson Blvd - Phase 1, (b) 1,051st and each additional dwelling unit until the East Robertson Blvd Improvements are constructed within that area of East Robertson Blvd identified as East Robertson Blvd - Phase 2, (c) 1,211th and each additional dwelling unit until the East Robertson Blvd Improvements are constructed within that area of East Robertson Blvd identified as East Robertson Blvd - Phase 3.

6.3.1.5 Notwithstanding anything to the contrary set forth in this Section 6.3 or elsewhere in this Agreement, Master Developer or the Owners may construct any of the East Robertson Blvd Improvements in advance of the obligation to do so.

6.3.2 Funding and Construction of the East Robertson Blvd Improvements. The East Robertson Blvd Improvement Fee shall be used for the sole purpose of constructing the East Robertson Blvd Improvements. Any shortfall in the cost to construct the East Robertson Blvd Improvements and the funds collected for the same through payment of the East Robertson Blvd Improvement Fee shall be the responsibility of Master Developer.

6.3.2.1 No less than once every ninety (90) days beginning on the Effective Date, the City and Master Developer shall discuss the status of development within the Project Area, including without limitation Master Developer’s timeline with regard to construction of the East Robertson Blvd Improvements (the “Project Status Updates”).

6.3.2.2 Design and Construction of the East Robertson Blvd Improvements shall be consistent with the design and construction identified on Schedule 5.2.2.1 and

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Schedule 6.3.1, and in the Preliminary Opinion of Probably Construction Cost, East Robertson Blvd, prepared by HMH Engineers, dated April 22, 2021 (the “Engineer’s Estimate”). The Engineer’s Estimate shall be updated annually on or before June 1st of each year by HMH Engineers, unless the parties agree otherwise, the cost of which shall be borne by Master Developer. If the costs identified in the Engineer’s Estimate have changed by more than ten percent (10%), Master Developer may request that the East Robertson Blvd Improvement Fee be modified to reflect the same, the cost of doing so to be paid by Master Developer.

6.3.2.3 Concurrent with submitting the necessary applications, drawings, and plans and specifications for the construction of each phase of the East Robertson Blvd Improvements (each an “East Robertson Blvd Plan Set”), Master Developer (i) shall submit a copy of the construction contract for buildout of the phase identified on the applications which shall include the total costs and expenses related to design, engineering, construction, and construction management of that phase of the East Robertson Blvd Improvements, the total of which shall be substantially consistent with the Engineer’s Estimate, as adjusted pursuant to Section 6.3.2.2 above (each an “East Robertson Blvd Improvements Contract Sum”), and (ii) may, at its option, submit the contact information for the entity which will serve as the construction manager for such phase of construction (the “Construction Manager”). Unless indicated otherwise in the notice to the City, the Construction Manager shall have the authority to act on behalf of Master Developer in regard to all matters related to construction of the phase of the East Robertson Blvd Improvements identified on the notice. Within twenty (20) days of receipt of the notice containing the East Robertson Blvd Improvements Contract Sum, the City shall notify Master Developer in writing whether it approves or disapproves of the East Robertson Blvd Improvements Contract Sum.

In the event the City disapproves of the East Robertson Blvd Improvements Contract Sum, the notice to Master Developer shall include detailed information regarding what precisely has been disapproved, a rationale for the same, and a recommended alternative. Within ten (10) days of the date Master Developer receives the City’s notice, the City and Master Developer shall meet and reach an agreement regarding the disapproved East Robertson Blvd Improvements Contract Sum.

6.3.2.4 The City shall, to the extent possible, expedite review and approval of each East Robertson Blvd Plan Set. In the event the City determines that it is not able to expedite review and approval of the East Robertson Blvd Plan Set, Master Developer may request that the City retain the services of an outside planner/engineer to review and approve the East Robertson Blvd Plan Set, and the City shall use its best efforts to comply with Master Developer’s request provided Master Developer agrees to pay all costs and expenses related to the City retaining the services of such person.

6.3.2.5 No less than once every sixty (60) days once construction of any phase of the East Robertson Blvd Improvements has commenced, Master Developer or the

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Construction Manager shall submit to the City copies of all invoices, bills, and other documents relating to construction of the applicable phase of the East Robertson Blvd Improvements received by Master Developer or the Construction Manager for the preceding sixty (60) day period (each an “Accounting”). Unless objected to in writing within ten (10) days of delivery of the Accounting to the City, the City shall process the Accounting for payment to Master Developer using those funds available in the East Robertson Blvd Improvement Fees. In the event the City objects to any item on an Accounting, the parties shall meet and reach an agreement regarding the item objected to by the City. Master Developer shall use all funds received from the City in connection with each Accounting for the sole purpose of paying those costs and expenses related to construction of the East Robertson Blvd Improvements. Subject to the terms set forth herein, in the event there are insufficient East Robertson Blvd Improvements Fees to cover the costs identified in any Accounting, Master Developer shall be responsible for payment of those amounts due for construction of the East Robertson Blvd Improvements identified in the Accounting. The City and Master Developer shall each keep an accounting of those amounts paid by Master Developer for the East Robertson Blvd Improvements which were not available to Master Developer when the East Robertson Blvd Improvements were constructed (the “Master Developer Contribution”), the total of which shall be due and delivered to Master Developer following conclusion of each phase of construction of the East Robertson Blvd Improvements from the East Robertson Blvd Improvement Fees as the same are collected by the City until the total Master Developer Contribution has been paid to Master Developer.

6.3.2.6 Upon completion of the East Robertson Blvd Improvements for each phase, the City shall accept the same and Master Developer shall obtain and deliver to the City, Unconditional Lien Releases from each contractor, subcontractor, or other party involved with the construction of the East Robertson Blvd Improvements.

6.3.2.7 Upon completion of the East Robertson Blvd Improvements and provided Master Developer has been paid the total Master Developer Contribution, any funds remaining in the East Robertson Blvd Improvement Fee account shall be released to the City (the “East Robertson Blvd Improvement Fee Remainder”).

The East Robertson Blvd Improvement Fee Remainder shall be allocated first to any public improvements within the Project Area which have not been constructed and for which the City is responsible per Section 5.5 of the Specific Plan. After all public improvements within the Project Area for which the City is responsible have been constructed, the East Robertson Blvd Improvement Fee Remainder shall be available to the City for any public improvements.

6.4 Public Improvements to be Constructed by Master Developer or Owners and the City.

Master Developer or the Owners shall be responsible for the construction of those public infrastructure improvements set forth in Section 5.5 and Table 5-1 of the Specific Plan which are

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identified as being the obligation of either Master Developer or the Owners (identified as the Builders in the Specific Plan), and the City shall be responsible for the construction of those public infrastructure improvements set forth in Section 5.5 and Table 5-1 of the Specific Plan, which are identified as being the obligation of the City. With regard to the timing of construction of public infrastructure improvements which are the responsibility of the City, the Master Developer and the Owners shall only be responsible for providing the off-site infrastructure improvements to the edge of the property to be developed by the City when the adjacent residential neighborhood or commercial use is developed. In the event the City elects to develop one or more of the public improvements for which it is responsible per Section 5.5 and Table 5-1 of the Specific Plan prior to the off-site infrastructure improvements being available at the edge of the property to be developed by the City, the City shall, at its sole cost and expense, be responsible for installing the off-site infrastructure improvements necessary to proceed with development of the public improvement.

6.4.1 Timing of Construction of Public Improvements. With the exception of the phased construction of the East Robertson Blvd Improvements set forth above, generally, construction of the public improvements by Master Developer or the Owners shall occur concurrent with development of the adjacent residential neighborhood or commercial use; nothing in this Agreement, the Specific Plan, or the Development Approvals, however, shall prevent Master Developer or the Owners from constructing one or more of the public improvements for which Master Developer or the Owners are responsible ahead of construction of other public improvements for which Master Developer or the Owners are responsible (for example, one or more roads or parks may be constructed ahead of development of the adjacent residential neighborhoods to provide access to another residential neighborhood). The City may elect to proceed with construction of the public improvements it is responsible for when the demand arises.

6.4.3 Construction Standards. All public improvements shall be designed and constructed in accordance with the Development Approvals, the Specific Plan, and this Agreement using the funding sources identified in Table 5-1 of the Specific Plan. In no event shall Section 5.5 or Table 5-1 of the Specific Plan be amended without the express written consent of both Master Developer and the City.

6.5 Construction of Public Improvements for the Benefit of Future Land Development.

Neither Master Developer nor any Owners shall be required to install public improvements or increase the size of any public improvements that are intended to benefit the property to the north and/or east of the Project Area (the “Future Land Development Area”) unless funding for the same from the City or another source is made available to Master Developer or the Owners prior to the work being completed.

6.6 Dedication/Donation. All public improvements constructed by Master Developer and/or the Owners shall be dedicated to the City as set forth in Section 5.5 of the Specific Plan and this Section 6.6. Except as set forth elsewhere in this Agreement, no consideration shall be due to Master Developer and/or the Owners for any public improvements or land underlying such public improvements dedicated, donated, or conveyed to the City pursuant to Section 5.5 of the Specific Plan and this Section 6.6. Upon completion of construction of each public utility improvement,

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the same shall be conveyed by Master Developer and/or the Owners to the respective public utility providers.

6.6.1 Extension of South Lake Tahoe Drive and N. Fig Tree Blvd. That portion of the future extension of South Lake Tahoe Drive which is north of North Lake Tahoe Drive (the “South Lake Tahoe Drive Extension”) shall be dedicated to the City concurrent with dedication of the Outlot L Neighborhood Park to the City, the location of which is more particularly shown on Tentative Subdivision Map No. 16-0124, and that portion of the future extension of N. Fig Tree Blvd that is north of North Lake Tahoe Drive (the “N. Fig Tree Blvd Extension”) shall be dedicated to the City concurrent with dedication of the Outlot K Neighborhood Park to the City, the location of which is more particularly shown on Tentative Subdivision Map No. 16-0124. Upon dedication, use of the South Lake Tahoe Drive Extension and the N. Fig Tree Blvd Extension shall be subject to the discretion of the City.

6.6.2 Half Construction of South Lake Tahoe Drive and N. Fig Tree Blvd. Master Developer shall only be responsible for construction of the outermost two (2) lanes and all adjacent curb, bike lanes, sidewalk, and landscape improvements within that portion of South Lake Tahoe Drive between Genoa Lake Way and North Lake Tahoe Drive and that portion of N. Fig Tree Blvd between South Lake Take Drive and North Lake Tahoe Drive.

The land needed for the innermost two lanes and medians within that portion of South Lake Tahoe Drive between Genoa Lake Way and North Lake Tahoe Drive and that portion of N. Fig Tree Blvd between South Lake Take Drive and North Lake Tahoe Drive shall be donated to City for future build-out and construction.

6.6.3 Minor Community Park, Public Safety Facility and Stormwater Retention Areas.

The land for the Public Safety Facility shall be dedicated by Master Developer to the City upon written request from the City. The land underlying each of the Stormwater Retention Areas may be dedicated to the City by Master Developer in phases as each Stormwater Retention Area is improved by Master Developer.

6.7 Ownership and Maintenance of Private and Public Facilities and Infrastructure.

6.7.1 Private Property Improvements. Master Developer, an Owner, an Owners Association, or a group of individuals governed by contract shall own and maintain the private property and improvements, if any, located within the Project Area which the respective entity constructed or became responsible therefore by means of a separate written agreement. The agreement entered into by the parties shall require that the private property be maintained to no less than City standards. The City shall have the right, but not the obligation, to review any such agreements.

6.7.2 Public Property Improvements. Upon acceptance of property and each public improvement donated or dedicated to the City, all as more particularly set forth in Section

5.5 of the Specific Plan, the Master Developer shall have no further obligation for the maintenance of such improvements. Until such time as the City accepts the dedicated or donated property and each public improvement, Master Developer or the Owner shall maintain and operate the same to no less than City standards.

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6.8 School District Obligations (Informational only). Pursuant to the terms of that certain Chowchilla School District Amended Supplemental Development Fee Agreement, as amended (the “Elementary School Fee Agreement”), entered into between Master Developer and Chowchilla School District (the “Elementary School District”), and that certain Chowchilla Union High School District Development Fee Agreement (the “High School Fee Agreement”), entered into between Master Developer and Chowchilla Union High School District (the “High School District”), a fifteen (15) acre parcel was donated to the Elementary School District upon which an elementary school was constructed by the Elementary School District (Ronald Reagan Elementary School), and a ten (10) acre parcel was acquired by Master Developer and subsequently transferred to the High School District. Subject to the terms and conditions set forth in the Elementary School Fee Agreement, a ten (10) acre parcel within the Project Area may be donated to the Elementary School District upon which a second elementary school may be constructed.

Construction of the second elementary school, as well as any needed expansion of the middle school and high school, will be financed by either the Elementary School District or the High School District. The terms and conditions related to connecting the second elementary school to public utilities are addressed in the Elementary School Fee Agreement. Ongoing funding for the operation and maintenance of the elementary school located within the Project Area, as well as all other elementary, middle, and high schools will be provided by the Elementary School District and High School District through their normal financing sources, such as State payments and local bonds. In addition to the school site donated to the Elementary School District and the property transferred to the High School District, both the Elementary School Fee Agreement and the High School Fee Agreement provide for the payment of mitigation fees in excess of those required by state law to the Elementary School District and the High School District, the terms of which are more particularly set forth in the Elementary School Fee Agreement and the High School Fee Agreement, copies of which are available from the Elementary School District and the High School District respectively.

7. FINANCING AND PROVISION OF PUBLIC IMPROVEMENTS.

7.1 2006 Community Facilities District. The Project Area is presently encumbered by the 2006 CFD which was formed to provide funding for certain public utility and infrastructure improvements, including among other things, a new wastewater treatment facility, public water system improvements, and interchange improvements (the “2006 CFD Improvements”). In 2007, the City authorized the issuance of a single bond series in the amount of Eight Million Six Hundred Fifteen Thousand and no/100th Dollars ($8,615,000.00) (the “First Bond Series”), the proceeds of which have been used to fund some of the identified improvements.

7.1.1 New Bond Issue. In the event the City elects to proceed with an additional bond issue under the 2006 CFD, the City and Master Developer do hereby agree to meet and work towards an agreement which would limit any additional bond issue encumbering the Project Area.

7.1.2 Amendment to the Special Tax for Services. In addition to providing funding for the construction of the 2006 CFD Improvements, the 2006 CFD includes a Special Tax for Services that encumbers all of the residential property within the boundaries of the 2006 CFD and exists in perpetuity. The purpose of the Special Tax for Services is to provide

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ongoing funding for certain public services, including without limitation, the City Police Department, the City Fire Department, and stormwater system and park maintenance.

Residents who own property outside of property encumbered by the 2006 CFD do not pay the Special Tax for Services. Master Developer has requested and the City has agreed to meet within ninety (90) days of the Effective Date to discuss certain amendments and modifications to the Special Tax for Services, including without limitation (i) revising the trigger date for escalation of the Special Tax for Services, (ii) modifying the escalation factor, and/or (iii) capping the Special Tax for Services. Master Developer and the City shall work diligently towards a resolution of these issues, as well as determining whether additional funding may be necessary for maintenance of certain public improvements within the Project Area.

7.2 Formation of Financing District. City acknowledges that the Specific Plan contemplates the use of LSDF to finance the design and construction of certain public improvements. The City is not, however, obligated to form such LSDF districts as a result of its approval of the Specific Plan. In addition, the City may consider the formation of other public financing districts which will include the Project Area, or a portion thereof, for the purpose of funding other public facilities more particularly described in the Specific Plan, with the expectation that the public financing districts will issue, from time to time, bonds to provide sufficient funds to construct the public facilities so financed.

7.2.1 Consideration Limited by Policy. Upon the request of Master Developer or an Owner, with the consent of Master Developer, the parties shall cooperate in exploring the use of LSDF districts or other means for financing development within the Project Area, subject to then-existing City Debt Financing Policies.

7.2.2 City Not Required to Form District. Notwithstanding the foregoing, it is acknowledged by the parties that nothing contained in this Agreement shall be construed as requiring the City or the Council to form a LSDF district or cause a public financing district to issue bonds.

7.2.3 Master Developer/Owner Vote. Master Developer or an Owner, with the consent of Master Developer, shall cooperate with the City in the formation and establishment of one or more LSDF district(s), as contemplated in the Specific Plan, provided that nothing herein shall prevent Master Developer or an Owner, in its sole discretion, from voting against the formation of any public financing district.

7.2.4 Future Overlapping Indebtedness. In addition to the 2006 CFD, portions of the Project Area are encumbered by the 2003 RD and the entire Project Area is encumbered by that certain Chowchilla Water District Improvement District No. 1 (the “CWD Assessment District”). The 2003 RD was formed for the purpose of refinancing certain bonds originally issued in 1994 for the development of Greenhills Estates, a portion of which is included within the Project Area. The CWD Assessment District was formed pursuant to an agreement between Master Developer and Chowchilla Water District (“CWD”) whereby CWD agreed to remove certain physical structures from the Project Area in exchange for Master Developer agreeing to build new structures and encumber

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the Project Area with an assessment in perpetuity intended to compensate CWD for the loss of approximately 3,000 acre feet of water per year, all of which is believed to now be supplying the aquifer located under and in the vicinity of the Project Area and benefitting the City. The parties hereby agree that the 2003 RD and CWD Assessment District shall be taken into consideration if and when any future financing districts which would encumber the Project Area are considered by Master Developer and the City.

8. REVIEW FOR COMPLIANCE.

8.1 Annual Review. Throughout the Term of this Agreement and at least every twelve (12) months (the “Annual Review”), the City Administrator shall review the extent of good faith compliance by Master Developer and the Owners with the terms of this Agreement, including without limitation construction of the RC Development Obligations set forth in Section 6.3 and Section 6.4 above. The review shall be limited in scope to compliance with the terms of this Agreement pursuant to California Government Code §65865.1.

8.1.1 Notice. At least twenty (20) days prior to the Annual Review, the City Administrator shall deposit in the mail to Master Developer and the Owners a copy of any staff reports and documents to be used or relied upon in conducting the review and, to the extent practical, related documents concerned Master Developer’s and the Owners’ compliance with this Agreement. Master Developer and the Owners shall be permitted an opportunity to respond to the City Administrator evaluation of compliance with this Agreement, either orally at a public hearing or in a written statement.

8.1.2 Burden of Proof. The burden of proof by substantial evidence of compliance is upon Master Developer and the Owners in accordance with California Government Code §65865.1 and the applicable City ordinance.

8.1.3 No Additional Fees, Conditions, or Development Exactions. The City shall not impose any conditions, fees, or other Development Exactions as a condition to a finding of good faith compliance with the terms of this Agreement.

8.2 Special Review. The Council may, for cause, order a special review of compliance with this Agreement. The City Administrator shall conduct such special review. The special review may be used to replace the next Annual Review, in the sole discretion of the City Administrator.

8.2.1 Procedure Upon Special Review. Upon receipt of written notice from the City Administrator that the Council has ordered a special review of compliance with this Agreement, Master Developer and the Owners shall provide evidence as determined necessary by the City Administrator to demonstrate good faith compliance with the provisions of this Agreement. The burden of proof by substantial evidence of compliance is upon Master Developer and the Owners in accordance with California Government Code §65865.1 and the applicable City ordinance. In the manner prescribed in Section

3.4 hereof, the City shall deposit in the mail to Master Developer and the Owners a copy of all public staff reports, documents and related exhibits concerning the performance of Master Developer and the Owners under this Agreement at least twenty (20) days prior to such special review by the City Administrator.

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8.3 Compliance Finding by City Administrator. If the City Administrator finds and determines on the basis of substantial evidence that Master Developer and the Owners have complied in good faith with the terms and conditions of this Agreement during the period under review, the review for that period is concluded.

8.4 Cancellation and Non-Compliance Finding by City Administrator. If the City Administrator finds and determines on the basis of substantial evidence that Master Developer and the Owners have not complied in good faith with the terms and conditions of this Agreement during the period under review, the City Administrator shall forward the Annual Review or special review to Council for further consideration. Prior to reaching such a decision and forwarding the decision to Council for further consideration, however, the City Administratorshall comply with the terms set forth in Article 9, including without limitation, delivery to Master Developer and the Owners of a Notice of Agreement Default. Master Developer and the Owners shall then be entitled to the cure periods set forth in Section 9.1 or such other cure period as is agreed upon between the parties. If Master Developer and the Owners fail to cure the alleged violation of this Agreement consistent with Section 9.1, and provided the applicable cure periods have expired, the City Administrator shall forward the notice of Non-Compliance to Council for further consideration.

8.5 Non-Compliance Finding by Council. If as a result of an Annual Review or special review which resulted in a Non-Compliance Finding by the City Administrator, the Council finds and determines on the basis of substantial evidence that Master Developer and the Owners have not complied in good faith with the terms and conditions of this Agreement, the City, by action of the Council, may terminate or modify this Agreement. The decision of the Council is final. Master Developer and the Owners shall not be required to appeal such decision in order to exhaust its (their) administrative remedies.

8.6 Deemed Approval. In the event the City fails to either (1) hold the annual review meeting or (2) notify Master Developer and the Owners in writing (following the scheduled date of the review meeting) of the City’s determination as to compliance or noncompliance with the terms of this Agreement, and such failure remains uncured as of December 31st of the same year, such failure shall be deemed an approval by the City of the good faith compliance with the terms of this Agreement by Master Developer and the Owners.

8.7 Certificate of Agreement Compliance. At the conclusion of an Annual Review or special review, or as requested by Master Developer and the Owner(s) throughout the Term of this Agreement, and assuming that Master Developer and the Owner(s) are found to be in compliance with this Agreement, City shall issue a Certificate of Agreement Compliance (“Certificate”) to Master Developer and the Owner(s) stating that after the most recent Annual Review or special review and based upon the information made known to the City Administrator and the Council (1) this Agreement remains in effect; and (2) Master Developer and the Owner(s) are not in default. The Certificate shall be in recordable form, shall contain information intended to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after an Annual Review or special review and shall state the anticipated date of commencement of the next Annual Review. Master Developer and the Owner(s) may record the Certificate with the County Recorder.

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9. DEFAULT AND REMEDIES.

9.1 Default by Master Developer/Owner(s) or the City. Subject to extensions of time by mutual consent in writing or as provided herein, failure or delay by either party to perform any term or provision of this Agreement shall constitute a default. In the event of an alleged default or breach of any terms or conditions of this Agreement, the party alleging such default or breach shall give the other party not less than thirty (30) days’ notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured (the “Notice of Agreement Default”); provided, however, if the alleged default stated in the Notice of Agreement Default can be corrected, but not reasonably within such thirty (30) day period, the non-defaulting party shall not unreasonably withhold its consent to an extension of such time, not to exceed one hundred eighty (180) days, if corrective action is instituted by the defaulting party within the thirty (30) day period and diligently pursued until the failure is corrected. During any such thirty (30) day period, subject to extension up to one hundred (180) days as provided herein, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. Any extension of time beyond one hundred eighty (180) days for a default by Master Developer or the Owners of the Project Area requires the consent of the Council after a noticed public hearing. Default may be enforced against only the applicable defaulting party which, in the case of Master Developer or the Owners of the Project Area, may be less than all of the Owners of the Project Area.

9.1.1 Failure to Cure. After notice and expiration of the thirty (30) day period (which period is subject to extension as provided herein), the party alleging default may, at its option, institute legal proceedings pursuant to this Agreement, or give notice of intent to terminate the Agreement pursuant to California Government Code §65868 and City regulations implementing said Government Code section. Following notice of intent to terminate, the matter shall be scheduled for consideration and reviewed in the manner set forth in California Government Code §65867 and City regulations implementing said section.

9.1.2 Council Hearing. Following consideration of the evidence presented in said review before the Council, either party alleging the default by the other party may give written notice of termination of this Agreement to the other party.

9.2 Default by City. In the event the City materially defaults under the terms of this Agreement, the City agrees that Master Developer and the Owners shall not be obligated to proceed with or complete any phase of the Project materially and directly affected by the default, nor shall resulting delays in performance by Master Developer and the Owners constitute grounds for termination or cancellation of this Agreement.

9.3 Limitation on Remedies. Following expiration of the cure periods set forth in Section 9.1 above, in addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default, to enforce any covenant or agreement herein, or to enjoin any threatened or attempted violation; provided, however, that neither the City, Master Developer, nor the Owners shall be liable for money damages to the non-defaulting party for breach of

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contract, and Master Developer, on behalf of itself and all successor Owners, and the City each covenant not to sue in contract for money damages.

9.4 Enforced Delay – Extension of Times of Performance. Performance by either party under this Agreement shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine, restrictions, freight embargoes, unusually severe weather, inability (when either party is faultless) of any contractor, subcontractor or supplier, acts of the other party, acts or the failure to act, of any public or governmental agency or entity, except the City, or any other causes beyond the control, or without the fault of the party claiming an extension of time to perform. An extension of time of any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of the cause. If, however, notice by the party claiming such extension is sent to the other party more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. Times of performance under this Agreement may also be extended in writing by the joint agreement of the City and Master Developer and, to the extent applicable, the Owners. Litigation attacking the validity of this Agreement, or any permit, ordinance, or entitlement or other action of a governmental agency necessary for the development of the Project Area pursuant to this Agreement shall be deemed to create an excusable delay under this Section 9.4 only as to Master Developer and the Owner and only for the period of such litigation. Nothing in this paragraph shall be construed to extend the term of this Agreement.

10. MORTGAGE PROTECTION.

10.1 Encumbrance of Master Developer’s Interest. Master Developer and each successor Owner of all or any portion of the Project Area (hereinafter, “Mortgagor”) shall have the right to encumber and/or collaterally assign or grant a security interest in such Mortgagor’s right, title and interest in, to and under this Agreement and the Project Area (or any portion thereof) pursuant to one or more mortgages (each a “Permitted Mortgage”), provided that (a) each such Permitted Mortgage shall be in favor of a Lender, and (b) the loan documents executed in connection with each such Permitted Mortgage shall provide that the City shall have the right to receive notices of default by the Mortgagor thereunder.

10.2 Mortgagee Protections. Provided that a mortgagee of any Permitted Mortgage (each a “Mortgagee”), provides the City with a conformed copy of each Permitted Mortgage which contains the name and address of such Mortgagee, the City hereby covenants and agrees to faithfully perform and comply with the following provisions with respect to such Permitted Mortgage:

10.2.1 No Termination. No action by Mortgagor, or the City to cancel, surrender, or materially modify the terms of this Agreement or the provisions of this Article 10 shall be binding upon a Mortgagee without written notice.

10.2.2 Notices. If the City shall give a Notice of Agreement Default to any Mortgagor hereunder, the City shall simultaneously give a copy of such Notice of Agreement Default to the Mortgagee at the address theretofore designated by it. No Notice of Agreement

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Default given by the City or Mortgagor shall be binding upon or affect said Mortgagee unless a copy of said Notice of Agreement Default shall be given to Mortgagee pursuant to Section 10.2.7 hereof. In the case of an assignment of such Permitted Mortgage or change of such Mortgagee, said assignee or Mortgagee, by written notice to City, may change the address to which such copies of Notices are to be sent.

10.2.3 Performance of Covenants. The Mortgagee shall have the right to perform any term, covenant, or condition and to remedy any default by Mortgagor hereunder, within the time periods specified herein, and the City shall accept such performance with the same force and effect as if furnished by Mortgagor; provided, however, that said Mortgagee shall not thereby or hereby be subrogated to the rights of the City.

10.2.4 Default by Mortgagor. In the event of a default by Mortgagor which has not been cured by Mortgagor, or as to which there is no cure period hereunder, the City agrees not to terminate this Agreement (1) unless and until the City provides written notice of such default to any Mortgagee and such Mortgagee shall have failed to cure such Default within sixty (60) days after the later of delivery of such notice or expiration of any applicable Mortgagor cure period, and (2) in the case of a default which cannot practicably be cured by the Mortgagee without taking possession of the Project Area, if the Mortgagee has delivered to the City, prior to the date on which the City shall be entitled to give notice of termination, a written instrument wherein the Mortgagee unconditionally agrees that (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) it will commence and diligently pursue cure of such default promptly following its obtaining possession of the Project Area (including possession by receiver) (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) and, upon obtaining such possession, the Mortgagee shall proceed diligently to cure such default.

10.2.4.1 The Mortgagee shall not be required to obtain possession or to continue in possession as Mortgagee of the Project Area, if and when such default shall be cured. Nothing herein shall preclude the City from exercising any of its rights or remedies with respect to any other default by Mortgagor during any period of such forbearance, but in such event the Mortgagee shall have all of its rights provided for herein.

10.2.5 Foreclosure. Foreclosure of any Permitted Mortgage, or any sale thereunder, whether by judicial proceedings of by virtue of any power contained in a Permitted Mortgage, or any conveyance from the Mortgagor to a Mortgagee or its designee through, or in lieu of, foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of the City or constitute a breach of any provision of or a default under this Agreement, and upon such foreclosure, sale or conveyance the City shall recognize the purchaser or other transferee in connection therewith as Master Developer or such successor Owner of the Project Area (or any portion thereof) hereunder provided that such purchaser or transferee assumes, subject to the terms of Section 10.2.4 above, each and all of the obligations of Master Developer or such successor Owner of the Project Area (or any portion thereof) hereunder pursuant to an

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assumption agreement satisfactory to the City. If any Mortgagee or its nominee or assignee shall acquire its Mortgagor’s right, title and interest hereunder as a result of a judicial or non-judicial foreclosure under any Permitted Mortgage, or by means of a deed in lieu of foreclosure, or through settlement of or arising out of any pending or contemplated foreclosure action, such Mortgagee shall thereafter have the right to assign or transfer such Mortgagor’s right, title and interest hereunder to an assignee in accordance with Section 2.4 hereof. Upon execution and delivery of an Assumption in accordance with Section 2.4 hereof, the City shall cooperate with the new Master Developer or the new successor Owner of the Project Area (or any portion thereof), at the sole expense of said new Master Developer or said new successor Owner of the Project Area (or any portion thereof), in taking such action as may be necessary to remove Master Developer or such other Owner of the Project Area (or any portion thereof) named herein from the Project Area.

10.2.6 No Obligation to Cure. Any Mortgagee who comes into possession of the Project Area, or any portion thereof, pursuant to foreclosure of a mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Project Area or portion thereof, subject to the terms of this Agreement. Notwithstanding any provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of the obligations or other affirmative covenants of Master Developer or any successor Owner of all or any portion of the Project Area hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Master Developer or any such successor Owner of the Project Area or any portion thereof is a condition precedent to the performance of a covenant by the City, the performance thereof shall continue to be a condition precedent to the City’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement.

10.2.7 Form of Notice. Any Mortgagee under a Permitted Mortgage shall be entitled to receive the notices required to be delivered to it hereunder provided that such Mortgagee shall have delivered to each party a notice substantially in the following form:

The undersigned, whose address is
does hereby certify that it is the Mortgagee (as such term is defined in that certain Development Agreement dated as of , 2021,
between Rancho Calera, LLC, and the City of Chowchilla), of the parcel of land described on “Exhibit A” attached hereto, which parcel is owned by , a party to the Development Agreement (the “Party”). In the event that any notice shall be given of a default to the Party under the Development Agreement, a copy thereof shall be delivered to the undersigned that shall have the rights of a Mortgagee to cure the same, as specified in the Development Agreement. Failure to deliver a copy of such notice shall in no way affect the validity of the notice to the Party, but no such notice shall be effective as it relates to the rights of the undersigned under the Development Agreement with respect to the Permitted Mortgage, including the commencement of any cure periods applicable to the undersigned, until actually received by the undersigned.

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10.2.8 Estoppel Certificate. The City shall execute an estoppel certificate in form and substance reasonably satisfactory to either an actual or a prospective Mortgagee at appropriate times (by way of example, but not limitation, prior to issuance of a commitment letter, prior to execution of loan documents, and/or prior to loan funding) in connection with the construction financing and from time to time thereafter, upon the reasonable request of the Mortgage.

10.2.9 Limitation of Liability. Upon acquiring title to the Project Area or any portion thereof, Mortgagee shall have no obligations or liability to the City beyond the Mortgagee’s interest if any, in the Project Area or such portion thereof, and the City shall look exclusively to such interest in the Project Area or such portion thereof for payment and discharge of any obligations imposed upon the Mortgagee under this Agreement or any other document entered into in connection therewith. Mortgagee shall be released and relieved of any liability under this Agreement and under any other document entered into in connection therewith upon the assignment of Mortgagee’s rights upon or subsequent to foreclosure of its collateral or acquisition in lieu of foreclosure.

11. MISCELLANEOUS PROVISIONS.

11.1 Recordation of Agreement. Within ten (10) days of the Effective Date, the City Clerk shall record with the Madera County Recorder a fully executed copy of this Agreement and the ordinance approving its adoption. The Agreement shall be binding upon, and the benefits of the Agreement shall inure to, the parties and all successors in interest to the parties to the Agreement. The City shall execute the Agreement within a reasonable time after the Effective Date.

11.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties as to the subject matter hereof, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceedings of any kind or nature to interpret or determine the terms or conditions of this Agreement.

11.3 Severability. If any term, provision, covenant, or condition of this Agreement shall be determined invalid, void, or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the public benefits set forth in Section 4, Section 5, and Section 6 of this Agreement, including the payment of the fees set forth therein, are essential elements of this Agreement and the City would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void, or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever.

11.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted, in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the

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effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

11.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

11.6 Singular and Plural. As used herein, the singular of any word includes the plural and the plural of any word includes the singular.

11.7 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

11.8 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

11.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

11.10 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.

11.11 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement, including, without limitation, assignees (directly or by merger), heirs, or transferees by operation of law.

11.12 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument.

11.13 Jurisdiction, Venue and Statute of Limitations. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing, or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Madera, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. The use of the term “substantial evidence” in this ordinance with respect to the quantum of proof necessary in connection with a finding of non-compliance is not intended to limit, nor impose a standard of review upon, any court pursuant to a proceeding initiated for that purpose.

11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the Development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Master Developer and any successor

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Owner(s) of all or any portion of the Project Area is that of a government entity regulating the development of private property and the owner of such property, which development separately may require the construction of public improvements as fair consideration hereunder or as conditions of approval of the development as required by City ordinances and policies. City and Master Developer agree and acknowledge that the construction of such public improvements is subject to Section 11.20 below.

11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of the Agreement.

Upon the request of either party at any time, the other party shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement.

11.16 Authority to Execute. The person or persons executing this Agreement on behalf of Master Developer warrants and represents that he/they have the authority to execute this Agreement on behalf of his/their corporation, partnership or business entity and warrants and represents that he/they has/have the authority to bind Master Developer to the performance of its obligations hereunder.

11.17 Covenants Running With Land. Subject to the terms and conditions set forth in this Agreement, it is intended and determined that the provisions of this Agreement shall constitute covenants that shall run with the Project Area and the benefits and burdens thereof shall bind and inure to all successors in interest as to the parties hereto.

11.18 Findings of Support. The City hereby finds and determines that execution of this Agreement is in the best interest of the public health, safety, and general welfare and that the provisions of this Agreement are consistent with the General Plan and the Specific Plan.

11.19 Incorporation of Recitals. The recitals are specifically incorporated into this Agreement.

11.20 Compliance with Laws. Master Developer shall carry out the design, construction and operation of the Project and the public improvements identified in this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the State of California, the County of Madera, the City or any other political subdivision in which the Property is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the City, the Master Developer, or the Property, including all applicable federal, state and local occupation, safety and health laws, rules, regulations and standards; applicable state and labor standards, including prevailing wage requirements as they apply to the public improvements; the Existing Land Use Regulations and Ordinances as they apply to the Project and the public improvements; building, plumbing, mechanical and electrical codes, as they apply to the Project and the public improvements; all other provisions of the City of Chowchilla and its Municipal Code as they apply to the Project and the public improvements; and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. §12101 et seq.,

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California Government Code §4450 et seq., and the Unruh Civil Rights Act, Civil Code §51 et seq..

Notwithstanding the foregoing, Master Developershall be solely responsible for determining and effectuating compliance with such laws, and the City make no representation as to the applicability or non-applicability of any of such laws and Master Developer shall bear the risk of any compliance or non-compliance with such laws. Notwithstanding, Master Developershall not be in default under the provisions of this Section 11.20 unless Master Developer’s noncompliance with such provisions results in a material and adverse effect on Master Developer’s ability to comply with the Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year set forth below, as authorized by Ordinance No. of the Council.

Date: , 2021
CITY:

CITY OF CHOWCHILLA,
a Municipal Corporation
By:
, Mayor of the City of Chowchilla
ATTEST:
, City Clerk
APPROVED AS TO CONTENT:

Community and Economic Development Department
By:
, Director of Community and Economic Development
APPROVED AS TO FORM:

By:
, City Attorney

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MASTER DEVELOPER:

RANCHO CALERA, LLC,
a California limited liability company
By:

Glenn M. Pace, its Manager

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ACKNOWLEDGEMENTS

STATE OF CALIFORNIA )
) ss.

COUNTY OF )
Please remove or update jurat form.

On , before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) (is/are) subscribed to the within instrument and acknowledged to me that (he/she/they) executed the same in (his/her/their) authorized capacity(ies), and that by (his/her/their) signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS MY HAND AND OFFICIAL SEAL
Notary Public

STATE OF CALIFORNIA )
) ss.

COUNTY OF )
On , before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) (is/are) subscribed to the within instrument and acknowledged to me that (he/she/they) executed the same in (his/her/their) authorized capacity(ies), and that by (his/her/their) signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS MY HAND AND OFFICIAL SEAL
Notary Public

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Exhibit A
Existing Development Approvals and Vested Elements
The City of Chowchilla General Plan adopted by the Council on May 2, 2011, a copy of which is on file with the City Clerk.

The Rancho Calera Specific Plan adopted by the Council on May 2, 2011, as set forth in Resolution No. 41-11, a copy of which is on file with the City Clerk, as amended by the revised Rancho Calera Specific Plan adopted by the Council on , 2021, as set forth in Resolution No. , a copy of which is on file with the City Clerk.

The Rancho Calera Annexation to the City of Chowchilla by Madera County Local Agency Formation Commission (LAFCO), pursuant to Resolution No. 2011-007, which was adopted on December 28, 2011.

The Chowchilla 2040 General Plan and Rancho Calera Specific Plan Environmental Impact Report certified by the Council on May 2, 2011, as set forth in Resolution No. 3-11, as amended by the Mitigated Negative Declaration adopted by the Council on , 2021, as set forth in Resolution No. , a copy of which is on file with the City Clerk.

The Mitigation Monitoring Plan for the Project adopted by the Council on May 2, 2011, as set forth in Resolution No. 44-11, a copy of which is on file with the City Clerk.

Tentative Map No. , including the Conditions of Approval attached thereto, adopted by the Council on , 2021, pursuant to Resolution No. , a copy of which is on file with the City Clerk.

The Existing Development Approvals, as defined in the Development Agreement and listed above, are each Vested Elements under and in accordance with the Development Agreement to which this Exhibit A is attached.

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Exhibit B
Legal Description of Project Area
For APN/Parcel ID(s): 014-010-006, 007, 010, 011 & 012, 014-030-029 thru 032 & 034 thru 038 & 056 and
014-270-002, 003 & 004

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CHOWCHILLA, COUNTY OF MADERA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL 1: APN 014-030-056
Parcel 1 of Parcel Map No. 03-14, Greenhills Estates & Golf Club, in the City of Chowchilla, County of Madera, State of California, according to the map thereof recorded December 18, 2003 in Book 52 Pages 37 through 42, inclusive, of Maps, Madera County Records.

PARCEL 2: APN 014-030-029 thru 032 & 034 thru 039
Parcels A, B, C and D; Outlots F, G, H, I and J; and designated Remainder Parcel of Parcel Map No. 00- 29, in the City of Chowchilla, County of Madera, State of California, according to the map thereof recorded July 12, 2001 in Book 49 Pages 113 and 114 of Maps, Madera County Records.

PARCEL 3: APN 014-010-010
A portion of Outlot "A", in the City of Chowchilla, County of Madera, State of California, as shown on that certain Parcel Map 93-01, filed for record on June 15, 1994 in Book 42 of Maps, pages 94 through 100, Madera County Records, described as follows:

Beginning at the Southeast corner of Section 21, Township 9 South, Range 16 East, Mount Diablo Base and Meridian;
Thence along the Easterly line of said Section 21, North 0° 41' 42" West, 75.00 feet, to the general Northerly line of said Outlot "A";
Thence Westerly along said Northerly line, along a non-tangent curve to the right, having a radius of 1757.35 feet, whose center bears North 0° 44' 19" West, through a central angle of 6° 42' 13" for an arc length of 205.61 feet, to a line parallel with and 87.00 feet Northerly of the Southerly line of said Section 21, being the True Point of Beginning;
Thence along said parallel line, South 89° 15' 55" West, 426.76 feet; Thence North 85° 01' 27" West, 4.76 feet, to the general Southerly line of said Outlot "A"; Thence along said general Southerly line, the following seven courses:

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1. Thence Westerly along a non-tangent curve to the right, having a radius of 1857.35 feet, whose center bears North 19Â° 18' 25" East, through a central angle of 11Â° 13' 07" for an arc length of 363.67 feet;

2. Thence North 59Â° 28' 29" West, 311.05 feet;

3. Thence along a tangent curve to the left, having a radius of 3323.00 feet, through a central angle of 30Â° 30' 52" for an arc length of 1769.76 feet;

4. Thence North 89Â° 59' 21" West, 200.00 feet;

5. Thence along a tangent curve to the left, having a radius of 3323.00 feet, through a central angle of 31Â° 59' 29"
for an arc length of 1855.42 feet;

6. Thence South 58° 01' 10" West, 389.33 feet;

7. Thence along a tangent curve to the right, having a radius of 1600.00 feet, through a central angle of 9° 29' 29" for an arc length of 265.05 feet, to a line parallel with and 89.00 feet Northerly of the Southerly line of Section 20, Township 9 South, Range 16 East, Mount Diablo Base and Meridian; Thence along said parallel line, South 89° 16' 12" West, 124.86 feet; Thence along a tangent curve to the right, having a radius of 20.00 feet, through a central angle of 89° 59' 43" for an arc length of 31.41 feet, to the Southerly prolongation of the Easterly line of Fig Tree Road (104 feet wide) as shown on that certain Parcel Map 04-03, filed for record October 11, 2005, in Book 54 of Maps, pages 147 through 150, Madera County Records; Thence along said prolongation, North 0° 44' 05" West, 34.55 feet to the general Northerly line of said Outlot "A";
Thence along said general Northerly line, the following seven courses:

1. Thence Easterly along a non-tangent curve to the left, having a radius of 1500.00 feet, whose center bears North 18Â° 07' 05" West, through a central angle of 13Â° 51' 45" for an arc length of 362.92 feet;

2. Thence North 58Â° 01' 10" East, 389.33 feet;

3. Thence along a tangent curve to the right, having a radius of 3423.00 feet, through a central angle of 31Â° 59' 29" for an arc length of 1911.25 feet;

4. Thence South 89Â° 59' 21" East, 200.00 feet;

5. Thence along a tangent curve to the right, having a radius of 3423.00 feet, through a central angle of 30Â° 30' 52" for an arc length of 1823.01 feet;

6. Thence South 59Â° 28' 29" East, 311.05 feet;

7. Thence along a tangent curve to the left, having a radius of 1757.35 feet, through a central angle of 24Â° 33' 38" for an arc length of 753.31 feet, to the True Point of Beginning.

PARCEL 4: APN 014-010-011
A portion of Outlot "A", in the City of Chowchilla, County of Madera, State of California, as shown on that certain Parcel Map 93-01, filed for record on June 15, 1994 in Book 42 of Maps, pages 94 through 100, Madera County Records, described as follows:

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BEGINNING at the intersection of the general Northerly line of said Outlot "A" with the Westerly line of Fig Tree Road (104 feet wide) as shown on that certain Parcel Map 04-03, filed for record October 11, 2005 in Book 54 of Maps, pages 147 through 150, Madera County Records; Thence along the Southerly prolongation of said Westerly line, South 0° 44' 05" East, 6.04 feet; Thence along a tangent curve to the right, having a radius of 20.00 feet, through a central angle of 90° 00' 17" for an arc length of 31.42 feet;
Thence Westerly along a reverse curve to the left, having a radius of 2098.00 feet, through a central angle of 4°28' 54" for an arc length of 164.11 feet;
Thence along a reverse curve to the right, having a radius of 1990.00 feet, through a central angle of 1° 07' 41" for an arc length of 39.18 feet, to the general Northerly line of said Outlot "A"; Thence Easterly along said general Northerly line, along a non-tangent curve to the left, having a radius of 1500.00 feet, whose center bears North 5° 21' 58" West, through a central angle of 8° 37' 56" for an arc length of 225.00 feet, to the Point of Beginning.

PARCEL 5: APN 014-010-007
Outlot A of Parcel Map No. 04-03, in the City of Chowchilla, County of Madera, State of California, according to the map thereof recorded October 11, 2005 in Book 54, Pages 147 to 150, inclusive of Maps, Madera County Records.

Certificates of Correction were recorded January 25, 2007, as Document No. 2007003624 and June 15, 2007, as Document No. 2007022970, of Official Records.

PARCEL 6: APN 014-010-006
Parcel 2 of Parcel Map No. 04-03, in the City of Chowchilla, County of Madera, State of California, according to the map thereof recorded October 11, 2005 in Book 54, Pages 147 to 150, inclusive of Maps, Madera County Records.

Certificates of Correction were recorded January 25, 2007, as Document No. 2007003624 and June 15, 2007, as Document No. 2007022970, of Official Records.

PARCEL 7: APN 014-010-012
Remainder 1 of Parcel Map No. 93-01, in the City of Chowchilla, County of Madera, State of California, according to the map thereof recorded June 15, 1994 in Book 42, Pages 94 to 100 of Maps, Madera County Records.

Excepting therefrom, that portion thereof lying within Parcels 1, 2 and Outlots A and B of Parcel Map No. 04-03, according to the map thereof recorded October 11, 2005 in Book 54, Pages 147 to 150, inclusive of Maps, Madera County Records.

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Also excepting therefrom, that portion thereof conveyed to Chowchilla Water District, by Deed recorded April 4, 2004, as Document No. 2007013052, of Official Records.

PARCEL 8: APN 014-270-003
Parcel 1 of Parcel Map No. 2004, in the City of Chowchilla, County of Madera, State of California, according to the map thereof recorded February 26, 1981 in Book 27 of maps, pages 94 and 95, Madera County Records.

Excepting therefrom, an undivided 1/2 interest in all oil, gas and other hydrocarbons and all other minerals of whatsoever nature presently owned by Grantor, provided however, that the Grantor, its successors and assign shall not have and do expressly waive the right of way for any purpose whatsoever to enter upon, into or through the surface of the property granted herein or any part of said property, lying between said surface and five hundred feet below the surface, it being understood that grantor, its successors and/or assigns, reserve an as to an undivided one-half interest in all oil, gas and other hydrocarbons, and all other minerals of whatsoever nature located within such five hundred feet depth, as reserved in the Deed from Reginald O. Upton, etal, recorded March 5, 1980, as Document No. 4835, in the office of the County Recorder of Madera County, State of California.

PARCEL 9: APN 014-270-004
Parcel 2 of Parcel Map No. 2004, in the City of Chowchilla, County of Madera, State of California, according to the map thereof recorded February 26, 1981 in Book 27 of maps, pages 94 and 95, Madera County Records.

PARCEL 10: APN 014-270-002
A Parcel of land lying all in Section 20, Township 9 South, Range 16 East, Mount Diablo Base and Meridian, in the City of Chowchilla, County of Madera, State of California, according to the Official Plat thereof, described as follows:

Beginning at a point on the South line of said Section 20, which bears the following courses and distances from the Southwest corner of said Section 20, North 89° 18' East 483.65 feet; South 0° 11' 15" West 223.75 feet; North 75° 19' 45" East 926.45 feet and North 89° 18' East 149.52 feet from the Southwest corner of said Section 20; thence from said point of beginning, North 89° 18' East 178.36 feet along the South line of said Section 20; thence North 0 ° 42' West 253.8 feet; South 89° 18' West 199.0 feet and South 5° 21' 30" East 254.64 feet to said point of beginning.

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The above described land includes a portion of Lot 29 of Dairyland Acres.

Excepting therefrom, that portion lying within that certain parcel of land granted to the State of California for freeway purposes, by Deed recorded June 4, 1956 in Book 671 Page 491, Official Records, Madera County Records.

Page 47 of 48 ends

Schedule 5.2.2.1
The East Robertson Blvd Improvements

Page 48 of 48 ends

Schedule 6.3.1
The East Robertson Blvd Phasing Plan

Page 1 ends

_____ City _____ Master Developer
RECORDING REQUESTED BY:

Katharine Hardt-Mason, Esq.

Cielo Grande Ranch, LLC
305 Vineyard Town Center, #295
Morgan Hill, CA 95037
WHEN RECORDED MAIL TO:

The City of Chowchilla
Chowchilla Civic Center
130 S. Second Street
Civic Center Plaza
Chowchilla, CA 93610
Attn: City Administrator
Space above Line for Recorder’s Use

First Amendment to Development Agreement
by and between
the City of Chowchilla and Rancho Calera, LLC,
relative to the Development known as
Rancho Calera
This First Amendment to Development Agreement (the “First Amendment”) is entered into as of the First Amendment Effective Date (hereinafter defined) by and between the City of Chowchilla, a municipal corporation (the “City”) and Rancho Calera, LLC, a California limited liability company (“RC”).

RECITALS
WHEREAS, the City and RC entered into that certain Development Agreement, dated March 10, 2022, and recorded on April 5, 2022, as document number 2022009512 in the Official Records of Madera County (the “Development Agreement”); and
WHEREAS, on March 14, 2023, the City adopted a Resolution Approving an Implementation of Proposed Development Impact Fees per CMC Section 17.76 (the “Updated Development Fees Resolution”) which modified the City’s development impact fees, all as more particularly set forth in the Citywide Development Impact Fee Study Final Report dated May 11, 2022, prepared by NBS (the “Study”); and WHEREAS, on March 14, 2023, the City adopted a Resolution Temporarily Reducing Single-Family and Multi-Family Residential Development Fees for a Period of 24 months Beginning July 1, 2023 and Ending June 30, 2025 (the “Reduction in Development Fees Resolution”) which temporarily reduced the City development impact fees, all as more particularly set forth therein; and WHEREAS, Section 5.2.5 of the Development Agreement provides for the parties to modify the development impact fees set forth in Section 5 of the Development Agreement to reflect changes made to the citywide development impact fees, such as those set forth in the Updated Development Fees Resolution and the Reduction in Development Fees Resolution.

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_____ City _____ Master Developer
WHEREAS, the parties desire to amend the development impact fees set forth in the Development Agreement to reflect the changes made to the citywide development impact fees12,, all as more particularly set forth herein.

AGREEMENT
NOW THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Incorporation of Recitals. The recitals set forth above are specifically incorporated into this Agreement.

2. Section 5 of the Development Agreement. Section 5.2 of the Development Agreement is hereby struck in its entirety and the following is inserted in lieu thereof. “5.2 RC Development Impact Fees. The RC Development Impact Fees, which are applicable to the Project Area only and which remain subject to all citywide development impact fee increases and decreases throughout the Term of this Agreement, all as more particularly set forth in Section 5.2.5 below, are as follows:

1 The Citywide Street Impact Fee imposed on all new development is $3,136.00 per residential unit. $1,358.00 of the Citywide Traffic Impact Fee due for each residential unit has been moved to the City East Robertson Blvd Improvement Fee to cover the cost of the City East Robertson Blvd Improvements (see Section

5.2.2.1 below).

RC Development Impact
Fees
Single
Family
Residential
(per unit)
MultiFamily
Residential
(per unit)
Commercial
(per ksf)
Professional
Office
(per ksf)
Public/
Quasi-Public
(per ksf)
RC Citywide Street Impact
Fee
$1,778.001 $416.00 $12,069.00 $3,643.00 $2,978.00
East Robertson Blvd
Improvement Fee
City East Robertson Blvd
Impact Fee
$1,358.00 $1,358.00 $0 $0 $0
RC East Robertson Blvd
Beautification Impact
Fee
$5,863.00 $5,863.00 $0
$0 $0
RC Traffic Signals Impact
Fee
$406.00 $230.00 $1,564.00 $472.00 $386.00
RC Sewer Capacity Impact
Fee
$2,293.00 $1,557.00 $827.00 $551.00 $551.00
RC Water Capacity Impact
Fee
$2,511.00 $1,414.00 $1,414.00 $930.00 $507.00
RC Public Buildings Impact
Fee
$2,196.00 $1,647.00 $854.00 $686.00 $686.00

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_____ City _____ Master Developer

5.2.2 East Robertson Blvd Improvement Fee. The East Robertson Blvd Improvement Fee, set forth in Section 5.2 above shall be placed in a segregated bank account and used solely for the purpose of constructing the East Robertson Blvd Improvements defined below, including without limitation those costs and fees related to the design, engineering, construction, and management of constructing the East Robertson Blvd Improvements, and for no other purposes, until such time as the East Robertson Blvd Improvements are complete. Upon completion and acceptance of the East Robertson Blvd Improvements by the City and provided any reimbursements due to Master Developer pursuant to Section

6.3.2.5 below have been delivered to Master Developer, any East Robertson Blvd Improvement Fees remaining or deposited in the segregated account or paid to the City shall be available to the City for those uses set forth in Section 6.3.2.7 below. The terms and conditions related to use of the East Robertson Blvd Improvement Fee and construction of the East Robertson Blvd Improvements are more particularly set forth in Section 6.3 below.

5.2.2.1 The East Robertson Blvd Improvement Fee consists of two components. The first component, the City East Robertson Blvd Impact Fee set forth in Section 5.2 above in the amount of $1,358.00 per residential dwelling unit, is intended to cover those costs for which the City is responsible, namely (i) the median (including irrigation and landscaping), and (ii) two travel lanes (the two travel lanes on the north side of the median to the northern curb) within the East Robertson BlvdPhase 1 Improvements, and (iii) one travel lane (the travel lane on the north side of

2 The Park Improvement Impact Fee has been reduced from the citywide Park Improvement Impact Fee, an explanation of which is set forth in Section 5.2.4 below.

RC Fire Facilities Impact
Fee
$1,023.00 $823.00 $2,159.00 $663.00 $2,425.00
RC Police Facilities Impact
Fee
$1,061.00 $836.00 $6,251.00 $1,436.00 $6,591.00
RC Storm Drain Impact
Fee
$0 $0 $0 $0 $0
RC Park Improvements
Impact Fee
$1,000.002 $1,000.00 N/A N/A N/A
Recreation Center Impact
Fee
$566.00 $425.00 N/A N/A N/A
Total RC Development
Impact Fees:
$20,055.00 $15,569.00 $25,138.00 $8,381.00 $14,124.00

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_____ City _____ Master Developer
the median to the northern curb) within the East Robertson Blvd-Phase 2 & 3 improvements (the “City East Robertson Blvd Improvements”), all as more particularly shown in Schedule 5.2.2.1. The second component, the East Robertson Blvd Beautification Impact Fee set forth in Section 5.2 above in the amount of $5,863.00 per residential dwelling unit, is intended to cover those costs for which the Master Developer is responsible, namely (a) the bike/pedestrian path, curb and gutter, landscaped setback (including a sidewalk, bus shelter, irrigation and landscaping), from the edge of the northern East Robertson Blvd travel lane to the northern boundary of the East Robertson Blvd public right of way, and where applicable in East Robertson Blvd Phase 2 & 3, the hydroseeded interim landscaping from the edge of the northern East Robertson Blvd travel lane to the northern boundary of the East Robertson Blvd public right of way, (b) any underground wet and dry utilities and infrastructure within the East Robertson Blvd public right of way which are required for Development of the Project Area (including fire hydrants), and (c) undergrounding of the PG&E power line and all related equipment and fixtures within the East Robertson Blvd right of way (the “Master Developer East Robertson Blvd Improvements”, and together with the City East Robertson Blvd Improvements, collectively the “East Robertson Blvd Improvements”).

5.2.3 RC Storm Drain Impact Fees. At no time during the term of this Agreement shall Master Developer, an Owner, or any portion of the Project Area be subject to the payment of storm drain impact fees, it being the agreement of the parties hereto that no such impact fees are due to the City as the result of infrastructure already constructed to serve a portion of the Project Area and the obligation of Master Developer or the Owners to construct all other storm drain improvements within the Project Area.

5.2.4 RC Park Improvements Fee and Quimby Act Compliance. The RC Park Improvements Impact Fee set forth in Section 5.2 above is lower than the citywide Park Improvements Impact Fee set forth in the Study and the Updated Development Fees Resolution based on the information set forth in this Section 5.2.4.

45.2.4.1 The Study requires that each new development complies with the Quimby Act by either dedicating land to the City or paying an in-lieu fee to the City.

In the case of land dedication, new development must dedicate 3.0 acres for every 1,000 new residents. When the Project Area is fully developed, it is estimated that 6,446 new residents will reside within the Project Area, which requires Master Developer to either dedicate to the City not less than 19.34 acres of park land or pay an in-lieu fee to the City. Per the terms of this Agreement, Master Developer and/or the Owners will dedicate to the City (1) a 13-acre undeveloped parcel for development by the City of a community park, (2) 23 acres of developed neighborhood parks, (3) a 25 acre improved trail system along Ash Slough (known as the Riverwalk), and (4) a 5-acre developed promenade. The parties hereby agree that Master Developer’s agreement to dedicate the land identified in this Section

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_____ City _____ Master Developer

45.2.4.1 to the City exceeds the Quimby Act requirements as set forth in the Study and that no additional Quimby Act mitigation is required.

45.2.4.2 Funds to acquire and maintain park maintenance vehicles and equipment are included in the Park Improvement Impact Fee in both the Study and the Updated Development Fees Resolution. The Project Area is or will be encumbered with a Community Services District which does or will provide funding for park maintenance vehicles and equipment. As a result, funding for this purpose has been removed from the RC Park Improvements Impact Fee.

45.2.4.3 Both the Study and the Updated Development Fees Resolution include in the Park Improvement Impact Fee funds to improve park land which is dedicated to the City. As set forth in Section 45.2.4.1 above, over 53 acres of fully improved and landscaped (other than the Riverwalk) park land, which may include such amenities as playground equipment, sports courts, dog parks, and picnic areas, will be dedicated to the City, and 13 acres of unimproved park land will be dedicated to the City for improvement by the City. In light of the foregoing, the parties have agreed to reduce the citywide Park Improvements Fee to the RC Park Improvements Impact Fee set forth in Section 5.2 above. So as to insure development of the 13-acre community park located within the Project Area and dedicated to the City pursuant to the terms of this Agreement, the parties further agree that all RC Park Improvements Impact Fees collected by the City shall be placed in a segregated bank account and used solely for the purpose of improving the 13-acre community park located in the Project Area which when fully improved will be the only and largest community park east of Highway 99.

5.2.5 Increases and Decreases to the RC Development Impact Fees. Subject to the terms and conditions set forth in Section 5.2.3 above and in this Section 5.2.5, any and all increases or decreases to the citywide development impact fees adopted by the City shall apply to the Project Area in the same percentage increase or decrease applied to all new development in the City with the exception of the East Robertson Blvd Improvement Fee, the RC Storm Drain Impact Fee, and the RC Park Improvements Impact Fee which can only be modified with the consent of Master Developer. Prior to consideration of any increases or decreases to the citywide development impact fees, the City shall provide written notice thereof to Master Developer and all Owners. Upon adoption by the City of any such increases or decreases to the citywide development impact fees, the RC Development Impact Fees set forth in Section 5.2 above shall be updated by the same percentage increase or decrease to the citywide development impact fees, evidence of which shall be provided via an amendment to this Agreement signed by both Parties, the sole purpose of which shall be to substitute the table set forth in Section 5.2 above with the updated RC Development Impact Fees. In the event the City changes the names or purposes of the citywide development impact fees or reorganizes the citywide development impact fees in effect as of the Effective Date, the same shall apply to the RC Development Impact Fees, subject to the following: (i) the Project Area shall not be subject to any new or modified storm drain impact fees, and (ii) the Project Area shall not be subject to any new or modified fees which would generally fall within the category of the storm drain impact fees. The Project Area shall not be subject to new development impact fees outside of the

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_____ City _____ Master Developer
categories set forth in Section 5.2 which are adopted by the City during the Term of this Agreement.

5.2.5.1 On March 14, 2023, the Council adopted the Reduction in Development Fees Resolution, which reduced all residential development impact fees from July 1, 2023, through June 30, 2025, subject to extension by Council. Pursuant to the terms of the Reduction in Development Fees Resolution, the residential and industrial development impact fees for all residential and industrial development within the city were reduced by 50%. For the reasons set forth in this Agreement, the storm drain impact fee has been removed and the park improvements impact fee has been reduced, but the East Robertson Blvd Improvement Fee has not been reduced because the cost to construct the East Robertson Blvd Improvements is a set cost. In summary, from October 1, 2024, through June 30, 2025, the RC Development Impact Fees for all residential development with the Project Area shall be:

RC Development Impact
Fees
Single
Family
Residential
(per unit)
MultiFamily
Residential
(per unit)
Commercial
(per ksf)
Professional
Office
(per ksf)
Public/
Quasi-Public
(per ksf)
RC Citywide Street Impact
Fee
$210.00 $0 $12,069.00 $3,643.00 $2,978.00
East Robertson Blvd
Improvement Fee
City East Robertson Blvd
Impact Fee
$1,358.00 $1,358.00 $0 $0 $0
RC East Robertson Blvd
Beautification Impact
Fee
$5,863.00 $5,863.00 $0
$0 $0
RC Traffic Signals Impact
Fee
$203.00 $115.00 $1,564.00 $472.00 $386.00
RC Sewer Capacity Impact
Fee
$1,147.00 $779.00 $827.00 $551.00 $551.00
RC Water Capacity Impact
Fee
$1,256.00 $707.00 $1,414.00 $930.00 $507.00
RC Public Buildings Impact
Fee
$1,098.00 $824.00 $854.00 $686.00 $686.00
RC Fire Facilities Impact
Fee
$512.00 $412.00 $2,159.00 $663.00 $2,425.00
RC Police Facilities Impact
Fee
$531.00 $418.00 $6,251.00 $1,436.00 $6,591.00
RC Storm Drain Impact
Fee
$0 $0 $0 $0 $0
RC Park Improvements
Impact Fee
$500.00 $500.00 N/A N/A N/A

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_____ City _____ Master Developer
The terms of this Section 5.2.5.1 shall supersede the residential RC Development Impact Fees set forth in Section 5.2 above from September 1, 2024, through June 30, 2025, payment of which remain subject to Section 5.2.1 above.

5.2.6 Use and Availability of the RC Development Impact Fees. Except as set forth in this Agreement, the City shall have the right to use the RC Development Impact Fees for those purposes identified by the City in its nexus study, for those obligations set forth in the Development Approvals, capital facilities improvement plans, a specific plan or a general plan, or as otherwise permitted by law. The RC Development Impact Fees shall be available to the City for use upon payment thereof by Master Developer or an Owner in accordance with Section 5.2.1 above.

3. Miscellaneous Provisions.

3.1 First Amendment Effective Date. The “First Amendment Effective Date” means the effective date of the Ordinance approving this First Amendment in accordance with Municipal Code of the City of Chowchilla Section 17.64.

3.2 Recordation of Agreement. The City and Master Developer shall execute the First Amendment within five (5) days of the First Amendment Effective Date. Within ten (10) days of the First Amendment Effective Date, the City Clerk shall record with the Madera County Recorder a fully executed copy of this First Amendment and the Ordinance approving its adoption.

3.3 Entire Agreement. This First Amendment, together with the Development Agreement, sets forth and contains the entire understanding and agreement of the parties as to the subject matter hereof, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceedings of any kind or nature to interpret or determine the terms or conditions of this First Amendment or the Development Agreement.

3.4 Interpretation and Governing Law. This First Amendment and any dispute arising hereunder shall be governed and interpreted, in accordance with the laws of the State of California. This First Amendment shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this First Amendment, all parties having been represented by counsel in the negotiation and preparation hereof.

3.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this First Amendment.

Recreation Center Impact
Fee
$566283.00 $213.00 N/A N/A N/A
Total RC Development
Impact Fees:
$12,96113,2

42.00 $11,187.00 $25,138.00 $8,381.00 $14,124.00

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_____ City _____ Master Developer

3.6 Singular and Plural. As used herein, the singular of any word includes the plural and the plural of any word includes the singular.

3.7 Counterparts. This First Amendment may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument.

3.8 Definitions. Any and all terms not defined herein shall have the definition set forth in the Development Agreement.

3.9 Jurisdiction, Venue and Statute of Limitations. Any action at law or in equity arising under this First Amendment or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this First Amendment shall be filed and tried in the Superior Court of the County of Madera, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. The use of the term “substantial evidence” in this ordinance with respect to the quantum of proof necessary in connection with a finding of non-compliance is not intended to limit, nor impose a standard of review upon, any court pursuant to a proceeding initiated for that purpose.

3.10 Authority to Execute. The person or persons executing this First Amendment on behalf of Master Developer warrants and represents that he/they have the authority to execute this First Amendment on behalf of his/their corporation, partnership or business entity and warrants and represents that he/they has/have the authority to bind Master Developer to the performance of its obligations hereunder.

3.11 Covenants Running With Land. Subject to the terms and conditions set forth in this Agreement, it is intended and determined that the provisions of this First Amendment shall constitute covenants that shall run with the Project Area and the benefits and burdens thereof shall bind and inure to all successors in interest as to the parties hereto.

3.12 Findings of Support. The City hereby finds and determines that execution of this First Amendment is in the best interest of the public health, safety, and general welfare and that the provisions of this Agreement are consistent with the General Plan and the Specific Plan.

IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment on the day and year set forth below, as authorized by Ordinance No. of the Council.

Date: , 2024

CITY:

CITY OF CHOWCHILLA,
a Municipal Corporation
By:
, Mayor of the City of Chowchilla

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_____ City _____ Master Developer
ATTEST:

, City Clerk

APPROVED AS TO CONTENT:

Community and Economic Development Department
By:
, Director of Community and Economic Development

Page 10 ends

_____ City _____ Master Developer
APPROVED AS TO FORM:

By:
, City Attorney
MASTER DEVELOPER:

RANCHO CALERA, LLC,
a California limited liability company
By:

Glenn M. Pace, its Manager

REPORT TO THE CITY COUNCIL
Item 6.8

CLICK HERE

TO RETURN TO

THE AGENDA
Meeting of: November 12, 2024
AGENDA SECTION: New Business
SUBJECT: Consideration and Adoption of a City Council Resolution Approving a Reimbursement Agreement, Designating Consultants, and Authorizing and Directing Certain Actions Related to the Proposed Formation of a Community Facilities District
PREPARED BY: Rod Pruett, City Administrator
ATTACHMENTS: CFD Reimbursement Agreement

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

That the City Council approve a Resolution authorizing the City Administrator or their designee to sign the Reimbursement Agreement with Rancho Calera, LLC for the CFD Rancho Calera.

BACKGROUND:

Rancho Calera owns that certain real property more particularly shown on Exhibit A of the attached Reimbursement Agreement hereto and incorporated herein by this reference (the “Rancho Calera Property”).

A Specific Plan, a Development Agreement, an EIR, a Mitigated Negative Declaration, multiple tentative maps and conditions of approval, and related entitlements (collectively, the “Entitlements”) have been approved for development of the Rancho Calera Property into a master planned community.

A portion of the Rancho Calera Property is encumbered by an existing Community Facilities District (the “2006 CFD”). The existing terms of the 2006 CFD, do not provide an effective option for Rancho Calera to elect to retire its interest in the 2006 CFD by paying its share of the remaining indebtedness.

In order to provide Rancho Calera the ability to retire its interest in the 2006 CFD, the process to amend the 2006 CFD would involve the creation of a new replacement CFD pursuant to a registered voter election (“Replacement 2006 CFD”).

Rancho Calera desires to retire its interest in the 2006 CFD by the Replacement 2006 CFD proceedings and have a new Community Facilities District (the “RC CFD”) formed which would encumber not only the 2006 CFD Property, but potentially all of the Rancho Calera Property, the purpose of which is to provide funding for the infrastructure and related improvements necessary to develop the Rancho Calera Property pursuant to the terms and conditions set forth in the Entitlements.

The City has agreed to initiate the process and to form the RC CFD, which may or may not ultimately encumber the entirety of the Rancho Calera Property, subject to the parties entering into this Agreement to cover the costs and expenses of the City Attorney and those consultants retained by the City for the purposes set forth above.

The City has already met with the refunding team and is prepared to move forward.

REASON FOR RECOMMENDATION:

The City agrees with Rancho Calera, LLC that it could be beneficial for them to create their own CFD for their project and is willing to assist with the process. The reimbursement agreement ensures the City will be paid for all of the costs associated with the process.

FISCAL IMPACT:

There is no fiscal impact to the city because Rancho Calera, LLC will be reimbursing the City for the costs incurred for this project.

ALTERNATIVES:

Not approve the Reimbursement Agreement
ACTIONS FOLLOWING APPROVAL:

City Administrator will sign the Agreement.

COUNCIL RESOLUTION # XX-24

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA,

APPROVING THE CITY ADMINISTRATOR OR THEIR DESIGNEE, TO SIGN THE REIMBURSEMENT

AGREEMENT (RANCHO CALERA CFD) (THE AGREEMENT) WITH RANCHO CALERA, LLC A

CALIFORNIA LIMITED LIABILITY COMPANY
WHEREAS, Rancho Calera owns that certain real property more particularly shown on Exhibit A of the attached Reimbursement Agreement hereto and incorporated herein by this reference (the “Rancho Calera Property”); and
WHEREAS, A Specific Plan, a Development Agreement, an EIR, a Mitigated Negative Declaration, multiple tentative maps and conditions of approval, and related entitlements (collectively, the “Entitlements”) have been approved for development of the Rancho Calera Property into a master planned community; and
WHEREAS, A portion of the Rancho Calera Property is encumbered by an existing Community Facilities District (the “2006 CFD”). The existing terms of the 2006 CFD, do not provide an effective option for Rancho Calera to elect to retire its interest in the 2006 CFD by paying its share of the remaining indebtedness; and
WHEREAS, In order to provide Rancho Calera the ability to retire its interest in the 2006 CFD, the process to amend the 2006 CFD would involve the creation of a new replacement CFD pursuant to a registered voter election (“Replacement 2006 CFD”); and WHEREAS, Rancho Calera desires to retire its interest in the 2006 CFD by the Replacement 2006 CFD proceedings and have a new Community Facilities District (the “RC CFD”) formed which would encumber not only the 2006 CFD Property, but potentially all of the Rancho Calera Property, the purpose of which is to provide funding for the infrastructure and related improvements necessary to develop the Rancho Calera Property pursuant to the terms and conditions set forth in the Entitlements; and WHEREAS, The City has agreed to initiate the process and to form the RC CFD, which may or may not ultimately encumber the entirety of the Rancho Calera Property, subject to the parties entering into this Agreement to cover the costs and expenses of the City Attorney and those consultants retained by the City for the purposes set forth above.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines and declares the following:

1. The above recitals are true and correct.

2. The City agrees with Rancho Calera, LLC that it could be beneficial for them to create their own CFD for their project and is willing to assist with the process.

3. The City has already met with the refunding team and is prepared to move forward.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 12th day of November, 2024 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Kelly Smith
ATTEST:

Joann McClendon, CMC
City Clerk
COUNCIL RESOLUTION # XX-24

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF CHOWCHILLA, CALIFORNIA

APPROVING A REIMBURSEMENT AGREEMENT, DESIGNATING CONSULTANTS,

AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS

RELATED TO THE PROPOSED FORMATION OF A

COMMUNITY FACILITIES DISTRICT
WHEREAS, the City Council of the City of Chowchilla (the “City”) has the authority to form a community facilities district under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended, constituting Section 53311 et. seq. of the California Government Code (the “Act”); and
WHEREAS, the City Council is considering the formation of a new community facilities district (the “New CFD”) under the Act and the issuance of special tax bonds payable from special taxes to be levied on property included in the New CFD in order to finance certain infrastructure costs; and
WHEREAS, Rancho Calera, LLC, a California limited liability company (“Rancho Calera”) is the owner of property in the New CFD and will benefit if the New CFD is formed and special tax bonds are issued for the purpose of financing certain infrastructure; and WHEREAS, there is hereby presented a Reimbursement Agreement (the “Agreement”) whereby Rancho Calera has agreed to pay certain costs related to the formation of the New CFD and other related costs; and, if requested by the City, Rancho Calera has agreed to provide to the City a check in the amount of $10,000 (the “Deposit”) to provide initial funds for such costs; and
WHEREAS, the City Council now desires to approve the Agreement, authorize execution by the City Administrator of the Agreement, employ certain consultants necessary for the formation of the New CFD, and authorize and direct City staff to take actions necessary to present to the City Council for consideration the proceedings required to form the New CFD.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines and declares the following:

1. City Council hereby approves the Agreement in the form presented at this meeting. The City Administrator is hereby authorized to execute the Agreement with such changes therein, deletions therefrom, and additions thereto as the City Administrator shall approve, subject to the advice of the City Attorney. The City Administrator is hereby authorized and directed to accept the Deposit, and to use the Deposit in the manner contemplated by the Agreement.

2. The firm of NBS Government Finance Group is hereby designated as Special Tax Consultant to the City and the firm of Wulff, Hansen & Co., is hereby designated as Municipal Advisor to the City in connection with the formation of the New CFD. To the extent necessary, the City Administrator is hereby authorized and directed to execute agreements with such firms for their services in connection with the formation of the New CFD. It is expected that the compensation to such firms with respect to the formation of the New CFD will be paid from the funds received pursuant to the Agreement.

3. City Staff are hereby authorized and directed to take all actions necessary or advisable to present to the City Council for its review and consideration the proceedings necessary to form the New CFD. However, the passage of this Resolution shall in no way obligate the City Council to take any specific action related to the formation of the New CFD.

4. This Resolution shall take effect upon its adoption.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 12th day of November, 2024 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor Kelly Smith
ATTEST:

Joann McClendon, CMC
City Clerk

Chowchilla City CouncilNovember 12, 2024

Chowchilla City Council
November 12, 2024