Year 2045 General Plan Amendment with Project Conditions. Year 2045 General Plan with Project conditions consist of Year 2045 General Plan traffic conditions with the addition of the additional traffic due to the proposed development for the project site.
Study Tasks
The tasks to be included in the analysis are:
1. Work Scope Refinement. Hexagon will review all policy documents and previous transportation reports relevant to the proposed project. These include, but are not limited to, the existing City of Gonzales General Plan, the SOI Circulation Study, the Monterey County Regional Transportation Plan, the TAMC Regional Development Transportation Impact Fee program, and the Monterey Bay 2040: Moving Forward Plan. Hexagon will meet with the City of Gonzales and the project team at a kick off meeting to discuss (1) the study intersections and roadway segments to be included in the analyses and (2) methodologies and criteria to be used in the traffic analysis, and (3) any other pertinent background information or issues
2. Site Reconnaissance. The physical characteristics of the site and the surrounding roadway network will be reviewed to identify existing roadway cross-sections, intersection lane configurations, traffic control devices, intersection traffic signal cycle lengths, and surrounding land uses.
3. Observation of Existing Conditions. Existing traffic conditions will be observed in the field during the peak hours in order to identify any operational deficiencies and to confirm the accuracy of calculated levels of service.
4. Data Collection. Existing weekday AM and PM peak-hour traffic volumes at the existing study intersections will be obtained from recently completed traffic counts in the project area Including those completed as part of the SOI Circulation study) and supplemented with new manual peak-period turning movement counts at up to five of the selected study intersections. The traffic counts will include bicycle and pedestrian traffic along with the vehicular traffic counts. Additionally, our scope and budget include cost for collecting 24-hour speed and volume data at up to five locations along study roadway segments. Additional counts will require additional budget.
5. Evaluation of Existing Conditions. The existing traffic conditions at the study intersections will be evaluated with SYNCHRO software using the most recent Highway Capacity Manual (HCM) level of service methodology and current peak-hour volumes. Unsignalized intersections also will be analyzed using traffic signal and stop-sign warrants where applicable.
6. Site Traffic Projections. Based on the proposed size and land use of the project components, site-generated traffic will be estimated using the appropriate vehicular trip generation rates published in the latest edition of ITE’s Trip Generation. The directional distribution of site-generated traffic will be developed based on existing traffic patterns in the area, the available roadway network, and the locations of complementary land uses, such as schools, parks, and shopping centers. The site-generated traffic will be added to the roadway network based on this trip distribution pattern. The preliminary trip generation estimates, trip distribution pattern, and trip assignment will be submitted to City of Gonzales staff for review and approval prior to inclusion in the traffic study.
7. Evaluation of Existing Plus Project Buildout Conditions. Project-generated traffic will be added to existing traffic volumes to yield existing plus project buildout traffic volumes. Intersection level of service calculations will be conducted using SYNCHRO to estimate the operating levels of service at the study intersections during the AM and PM peak hours under existing plus project buildout conditions. Existing plus project buildout conditions will be compared to existing conditions for the purpose of identifying potential project impacts.
8. Evaluation of Year 2030 No Project Conditions. Year 2030 no project conditions will represent future traffic conditions without the proposed project with the addition of the expected growth in the City. The Association of Monterey Bay Area Governments (AMBAG) Regional Travel Demand Model (RTDM) will be used to forecast traffic growth associated with development growth within the project area. Year 2030 traffic volumes will be produced by applying traffic growth factors developed with the AMBAG model to the existing traffic volumes. Roadway improvements associated with approved developments will be assumed as directed by the City of Gonzales.
Intersection levels of service under Year 2030 conditions will be evaluated using SYNCHRO.
9. Evaluation of Year 2030 Plus Project Conditions (5-Year Build Plan). Project trips associated with an anticipated five-year build plan for the proposed development will be added to Year 2030 traffic volumes to yield Packet Pg. 139 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Mr. Ron Sissem
April 22, 2025
traffic volumes under Year 2030 plus project conditions. Intersection levels of service under Year 2030 plus project conditions will be evaluated using SYNCHRO. Year 2030 plus project conditions will be compared to Year 2030 conditions for the purpose of identifying potential project impacts.
10. Review of Adequacy of Long-Term Traffic Analysis. The General Plan and SOI Circulation traffic analyses will be reviewed to ensure that the anticipated project development land use types and amounts are adequately addressed in the long-term analyses of each of the analyses. Additional budget will be required should it be determined that the long-term analysis completed as part of the General Plan and SOI Circulation studies is not adequate for use in the Year 2045 analysis described in the tasks below.
11. Evaluation of Year 2045 General Plan Conditions No Project Conditions. Year 2045 AM and PM peak hour traffic forecasts without the identified development levels for the project site will be obtained from the City’s 2010 General Plan EIR and SOI Circulation study. The current land uses contained in the City’s General Plan that represent the project site will be removed. Intersection level of service calculations will be performed to evaluate Year 2045 General Plan conditions without the project.
12. Evaluation of Year 2045 General Plan with Project Conditions. Project trips associated with buildout of the proposed development will be added to Year 2045 General Plan No Project traffic volumes to yield traffic volumes under Year 2045 General Plan with project conditions. Intersection level of service calculations will be conducted to estimate the operating levels during the AM and PM peak hours with the proposed project. Project impacts will be evaluated relative to Year 2045 General Plan no project conditions.
13. Roadway Segment Analysis. The effects of the project traffic on surrounding roadways will be evaluated in the traffic study. Hexagon will work with City staff to identify the appropriate methodology for this analysis. The evaluation will be based upon existing traffic volumes and speed data collected using 24-hour machine counts. The machine counts will be conducted over a 24-hour period during the midweek on the up to five study roadway segments to be selected in consultation with City staff.
14. Evaluation of Impacts to State Highways. The project impacts on US 101 will be evaluated for each of the study scenarios in the traffic study. We will obtain peak-hour traffic volume data from Caltrans for this task and will supplement these data with new counts were current counts are unavailable.
15. Signal and Stop Sign Warrant Analysis. The need for signalization or implementation of stop signs at existing unsignalized study intersections as well as future intersections will be evaluated on the basis of the Peak-Hour Warrant (Warrant 3 – Part B) and guidance for the implementation of stop signs in the California Manual on Uniform Traffic Control Devices. The warrants will be evaluated using peak-hour volumes for all study scenarios. The implementation of roundabouts rather than standard traffic signal control at intersections will be considered and analyzed where they may be feasible.
16. Site Access Analysis. Access to the project site is proposed to be provided via an intersection along Gloria Road.
A planning level review of the existing and planned roadway system will be conducted to ensure that adequate connectivity from the project site to the existing roadway system is provided. The analysis will focus on the adequacy of the proposed site access point(s) to serve the projected traffic demand with the project. This will include a quantitative analysis of the anticipated traffic volumes at the project site access intersections and on-site roadways to identify whether the proposed access points and on-site roadways will be adequate to serve the project traffic. Based on this analysis, improvements at the project site access intersections will be identified and could include roadway widening, lane additions, addition of traffic signals/roundabouts, and additional project access points.
17. On-Site Circulation. A planning level review of the proposed roadway system within the project site boundaries will be conducted to ensure that adequate access and circulation within the project site area would be provided.
This will include a qualitative analysis of the access to each of the proposed neighborhoods within the project site and an evaluation of internal intersection operations and required control devices. A quantitative analysis of the anticipated traffic volumes along the new roadways segments also will be completed.
18. Bicycle, Pedestrian, and Transit Facilities. A qualitative analysis of the project’s effect on existing and future transit service in the area and on bicycle and pedestrian circulation in the study area will be included in the traffic report.
Packet Pg. 140 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Mr. Ron Sissem
April 22, 2025
19. Description of Impacts and Recommendations. Based on the results of the level of service calculations and signal/stop sign warrant analyses, impacts of the site-generated traffic will be identified and described.
Recommendations will be formulated to identify the locations and types of improvements or modifications necessary to mitigate significant project impacts. Improvements could include street widenings, lane additions, changes in lane usage, addition of traffic signals/roundabouts, or modifying existing traffic signals. The implementation of roundabouts rather than standard traffic signal control at intersections will be considered and analyzed where they may be feasible. Additionally, mitigation and/or traffic impact fees associated with any project impacts will be described.
20. Administrative Draft Report. Hexagon’s findings and recommendations will be summarized in an administrative draft report.
21. Draft and Final Reports. Following review and comment (on the administrative draft) by EMC, a draft report will be submitted for review by the City of Gonzales staff. Hexagon will prepare a final report that addresses all of the comments received from EMC and City staff. This final report will be included in the Draft SEIR made available for public circulation. Following public review and comment, Hexagon will respond to comments as required in completion of the Final EIR. Hexagon assumes no more than 8 hours of staff time to respond to public comments.
22. Meetings. Our cost estimate includes Hexagon staff attendance at up to three meetings with City staff and/or or the project team in connection with the project. Attendance at additional meetings, public hearings, and neighborhood or community meetings would require authorization and additional budget and would be billed as Additional Services.
Additional Services
Any work not specifically referenced in the above Scope of Services—for example, analyzing a different project description or project alternatives, analyzing more than the identified study facilities, collecting additional count data, analyzing additional scenarios or phases of the project, conducting technical analyses not described above, attending public hearings or more than the above number of meetings, and providing engineering drawings or cost estimates for mitigation measures—shall be considered additional services. Additional services will require additional budget and time.
Time of Performance
Barring any unforeseen delays, an administrative draft report will be submitted 12-16 weeks after authorization to proceed. The draft and final reports will be delivered within two weeks after receipt of all respective review comments.
We are ready to start work on this project immediately upon authorization.
Cost of Services
The cost for services rendered under this agreement will be a lump sum amount of $110,500 for both the VMT and traffic operations analysis, as outlined in our Scope of Services. Billings will be conducted monthly, on a percent complete basis. "Additional Services" shall be provided upon authorization and, if requested, will be billed separately.
This price quote is good for 30 days. This price quote assumes all project-related activities will be completed within one year. An extended project schedule may require additional budget for project administration.
Exceptions
The following items will not be included as part of the traffic impact analysis for the proposed project.
AMBAG Model Runs. The use of the AMBAG model will be limited to extracting data for the use in the development of traffic growth factors, distribution of project trips, and estimates of VMT. The scope does not include model runs to develop project-specific traffic forecasts. The AMBAG model includes future land use data estimates for Monterey County as well as Gonzales. However, the AMBAG land use data estimates would need to be refined into a new Gonzales-specific traffic zone structure to obtain accurate forecasts within the City. An extensive effort would be required to refine the AMBAG model or develop a Citywide model based on the AMBAG model.
Packet Pg. 141 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Mr. Ron Sissem
April 22, 2025
We appreciate your consideration of Hexagon Transportation Consultants for this assignment. If you have any questions, please do not hesitate to call.
Sincerely,
HEXAGON TRANSPORTATION CONSULTANTS, INC.
Robert Del Rio, T.E.
Vice President & Principal Associate
Packet Pg. 142 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Task Cost Breakdown
Puente Del Monte Specific Plan
Total Staff Task Labor Direct Total
Hours Cost Cost /a/ Cost
Task Description
VMT Evaluation
1 VMT Evaluation 48.0 $13,020 $13,020
2 Description of Impacts and Mitigation 15.0 $3,980 $3,980
63.0 $17,000 $0 $17,000
Traffic Operations
1 Work Scope Refinement 2.0 $620 $620
2 Site Reconnaissance 4.0 $720 $720
3 Observation of Existing Conditions 4.0 $720 $720
4 Data Collection 3.0 $595 $3,500 $4,095
5 Evaluation of Existing Conditions 34.0 $6,820 $6,820
6 Site Traffic Projections 7.0 $1,580 $1,580
7 Evaluation of Existing Plus Project Buildout Conditions 10.0 $1,910 $1,910 8 Evaluation of Year 2030 No Project Conditions 18.0 $3,720 $3,720 9 Evaluation of Year 2030 Plus Project Conditions (5-Year Build Plan)
14.0 $3,000 $3,000
10 Review Long-Term Traffic Analysis/Model Validaton 52.0 $14,780 $14,780 11 Evaluation of Year 2045 General Plan Conditions No Project Conditions
19.0 $4,370 $4,370
12 Evaluation of Year 2040 General Plan with Project
Conditions
16.0 $3,770 $3,770
13 Roadway Segment Analysis. 12.0 $2,530 $2,530
14 Evaluation of Impacts to State Highways 8.0 $1,550 $1,550 15 Signal and Stop Sign Warrant Analysis 5.0 $850 $850
16 Site Access Analysis 12.0 $2,530 $2,530
17 On-Site Circulation 20.0 $4,560 $4,560
18 Bicycle, Pedestrian, and Transit Facilities 10.0 $2,280 $2,280 19 Description of Impacts and Recommendations 12.0 $2,750 $2,750 20 Administrative Draft Report 96.0 $22,000 $22,000
21 Draft and Final Reports 13.0 $3,030 $110 $3,140
22 Meetings 18.0 $4,905 $300 $5,205
389 $89,590 $ 3,910 $ 93,500
Project Totals 452 $106,590 $3,910 $110,500
/a/ Direct costs are associated with data collection costs and mileage.
Budget
Packet Pg. 143 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Packet Pg. 144 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte EKI Environment & Water
Water Supply Technical Memorandum Scope of Work D
APPENDIX
Packet Pg. 145 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Packet Pg. 146 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Corporate Office
2001 Junipero Serra Blvd, Suite 300
Daly City, CA 94014
(650) 292-9100
ekiconsult.com
Davis, CA ● Irvine, CA ● Marin, CA ● Napa, CA ● Oakland, CA ● Roseville, CA Centennial, CO ● Glastonbury, CT ● Dedham, MA ● Holyoke, MA 29 April 2025
Ron Sissem
Senior Principal
EMC Planning Group
601 Abrego Street
Monterey, CA 93940
Subject: Proposal to Review a Water Supply Assessment for Puente Del Monte Specific Plan
EKI C50125.00
Dear Mr. Sissem:
EMC Planning Group (Client) has requested that EKI Environment & Water, Inc. (EKI) prepare a proposal for environmental consulting services to assist with the peer review of water demand estimates for the Puente Del Monte Specific Plan Project (Proposed Project) presented in the Draft Water Supply Assessment (WSA) for the Vista Lucia Specific Plan Project. EKI understands that a Draft WSA was prepared for the Vista Lucia Specific Plan Project by Zanjero for the City of Gonzales (City) in February 2023. This Draft WSA includes demand projections for the Vista Lucia Specific Plan Project, as well as “Other Planned Uses” anticipated to be served by the City, including the Proposed Project. Since the preparation of the Draft WSA, the site boundary and associated land uses for the Proposed Project have changed. As such, Client has requested that EKI conduct a peer review of the water demand projections presented in the Draft WSA to assess whether the updated demands for the Proposed Project fall within the scope of the original assessment presented in the Draft WSA and whether the methods used to determine the demands of the Proposed Project used in the Draft WSA are consistent with applicable standards for WSAs.
SCOPE OF WORK
The Scope of Work outlined below does not include the preparation of a WSA for the Proposed Project; however, EKI is available to do so if requested by the Client. If EKI notices a significant inconsistency with the regulations or reviewed information that is expected to materially affect the findings of the Draft WSA, EKI will check in with the Client to determine next steps.
Task 1 – Peer Review of Proposed Project Demands Presented in Draft WSA The primary objective of a WSA is to evaluate whether sufficient water supplies are available to meet all future demands within the City’s service area, including demands associated with the Proposed Project, during normal, single dry, and multiple dry hydrologic years for a 20-year time horizon. Projected water demand estimates for the Proposed Project have been calculated as part of the Draft WSA. A breakdown of these demands is included as Appendix A to the Draft Packet Pg. 147 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Ron Sissem
EMC Planning Group
29 April 2025
WSA. Based on this and direction from Client on 23 April 2025, EKI’s peer review of the water demand projections for the Proposed Project presented in the Draft WSA will include the following:
(1) Review of the Draft WSA water demand factors for the Proposed Project for consistency with commonly used literature demand factors;
(2) An updated estimate of water demand projections for the Proposed Project, based on the demand factors used in the Draft WSA and the revised Proposed Project description; (3) A comparison of the updated water demand projections with those presented in the Draft WSA for the Proposed Project to determine whether the updated projections can reasonably be considered to be within the "Other Planned Developments" projections for the City presented in the Draft WSA; and
(4) A Technical Memorandum (TM) summarizing the results of this review. This TM may include tables comparing values presented in the Draft WSA with those calculated for the Proposed Project based on the revised project description, as well asrelevant information presented in other documents or information reviewed.
A draft TM will be sent to the Client for review and comment. EKI will incorporate Client’s comments into a final TM document, which will be provided to Client in electronic (PDF) format.
For scoping and budgeting purposes, we have assumed a minimal level of revision will be necessary to address comments and prepare a final TM.
For scoping purposes, we have assumed that the information needed related to the water demand estimates for the Proposed Project can readily be obtained from Client and/or the City.
Water demands will be projected in five-year increments out to 2045.
Optional Task 2 – Develop Proposed Project Demands
In the case that EKI finds that the water demand factors used in the Draft WSA are inconsistent with those commonly used in literature and other public sources for similar land uses, under Optional Task 2, EKI will estimate water demand projections for the Proposed Project based on:
(1) land use and project-specific information, and (2) water demand factors identified in literature and other public sources for similar land uses. These water demands may also be evaluated based on published methodologies and sources, as appropriate. These estimated demands will be compared to the updated water demand projections calculated as part of Task 1 using the demand factors in the Draft WSA.
As part of Optional Task 2, EKI will also compare the water demand projections calculated as part of Task 2 with those presented in the Draft WSA for the Proposed Project to determine whether the projections can reasonably be considered to be within the "Other Planned Developments" projections for the City presented in the Draft WSA. A summary of the results of this comparison will be included in the TM developed as part of Task 1.
Packet Pg. 148 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Ron Sissem
EMC Planning Group
29 April 2025
Task 3 – Project Management
This task will cover routine project management tasks and Client communications. It should be recognized that the time and effort required to complete this task is difficult to estimate. For scoping purposes, we have assumed participation in up to two (2) web conference meetings. As part of this task, EKI will also prepare and submit a Request for Information (RFI) to Client.
SCHEDULE AND BUDGET
EKI is prepared to start work on the above Scope of Work immediately upon authorization to proceed. It is anticipated that the work effort will take up to three weeks without Optional Task 2 and up to four weeks with Optional Task 2 to complete, assuming timely provisions of data from Client and timely review of the draft TM.
Inasmuch as the exact level of effort required to complete the above Scope of Work cannot be known precisely, EKI proposes to perform the work on a time and materials expense reimbursement basis in accordance with our current (2025) Schedule of Charges (see Attachment A) for a budget of $9,300. As above, if significant issues are identified in the Draft WSA, the level of effort may be greater than currently estimated. EKI will inform Client of any issues that arise that may affect the schedule for completion or impact the anticipated level of effort.
A breakdown of the estimated budget is provided in Table 1 below.
Table 1. Proposed Project Budget
TASK COST ESTIMATE
Task 1 – Peer Review of Proposed Project Demands Presented in Draft WSA $4,700
Optional Task 2 – Develop Proposed Project Demands $3,000 Task 3 – Project Management $1,600
TOTAL: $9,300
TERMS AND CONDITIONS
Included in Attachment B is a copy of the EKI’s Terms and Conditions, dated 29 April 2025, which shall be incorporated into this Agreement. We have found these terms to be appropriate for use with agreements for the provision of professional consulting services, and accordingly should any conflict exist between the attached terms and the form of any purchase order or confirmation issued, the provisions of this Agreement and the attached Terms and Conditions shall prevail in the absence of EKI’s express written agreement.
Packet Pg. 149 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Ron Sissem
EMC Planning Group
29 April 2025
Any work product prepared by EKI under this Agreement, is for the sole benefit, use and reliance of Client, as identified below by signature of Client’s authorized representative, subject to the attached terms and conditions and the aggregate limitation of liability of EKI as stated therein.
Unless specifically authorized in writing in an agreement acceptable to EKI in its sole discretion, use of or reliance on EKI’s work product by any other entity is not permitted or authorized.
Reliance on or use of EKI’s work product by any third party without written authorization by EKI does not make such entity a third-party beneficiary of EKI’s work product. Any such unauthorized reliance on, modification of, or use of EKI’s work product, including any of its information or conclusions, will be at such third party’s sole risk.
We are excited about the opportunity to work with EMC Planning Group on this project.
Very truly yours,
EKI Environment & Water, Inc.
Anona L. Dutton, P.G., C.Hg. Andree Lee
Vice President / Principal-In-Charge Vice President / Principal-In-Charge EMC Planning Group
_________________________________________
(Authorized Representative)
_________________________________________
(Date)
ATTACHMENTS
Attachment A – Schedule of Charges for EKI Environment & Water, Inc., dated 1 January 2025.
Attachment B – EKI Standard Agreement, dated 29 April 2025.
Packet Pg. 150 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Attachment A
Schedule of Charges for EKI Environment & Water, Inc., dated 1 January 2025 Packet Pg. 151 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Client/Address: (0&3ODQQLQJ*URXS
$EUHJR6WUHHW0RQWHUH\&$
Proposal/Agreement Date: 4/2
/2025 EKI Proposal/Project # C5000
SCHEDULE OF CHARGES FOR EKI ENVIRONMENT & WATER, INC. 1 January 2025 Personnel Classification Hourly Rate
Officer and Chief Engineer-Scientist 355
Principal Engineer-Scientist 343
Supervising I, Engineer-Scientist 333
Supervising II, Engineer-Scientist 319
Senior I, Engineer-Scientist 306
Senior II, Engineer-Scientist 295
Associate I, Engineer-Scientist 283
Associate II, Engineer-Scientist 267
Engineer-Scientist, Grade 1 248
Engineer-Scientist, Grade 2 234
Engineer-Scientist, Grade 3 215
Engineer-Scientist, Grade 4 193
Engineer-Scientist, Grade 5 170
Engineer-Scientist, Grade 6 148
Project Assistant 139
Technician 133
Senior GIS / Database Analyst 175
CADD Operator / GIS Analyst 152
Senior Administrative Assistant 167
Administrative Assistant 132
Secretary 111
Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work will be at cost plus fifteen percent (15%) for items such as:
a. Maps, photographs, reproductions, printing, equipment rental, and special supplies related to the work. b. Consultants, soils engineers, surveyors, drillers, laboratories, and contractors. c. Rented vehicles, local public transportation and taxis, travel, and subsistence. d. Special fees, insurance, permits, and licenses applicable to the work. e. Outside computer processing, computation, and proprietary programs purchased for the work.
A Communication charge for e-mail access, web conferencing, cellphone calls, messaging and data access, file sharing, local and long distance telephone calls and conferences, facsimile transmittals, standard delivery U.S. postage, and incidental in-house copying will be charged at a rate of 4% of labor charges. Large volume copying of project documents, e.g., bound reports for distribution or project-specific reference files, will be charged as a project expense as described above.
Reimbursement for company-owned automobiles, except trucks and four-wheel drive vehicles, used in connection with the work will be at the rate of sixty cents ($0.60) per mile. The rate for company-owned trucks and four-wheel drive vehicles will be seventy-five cents ($0.75) per mile. There will be an additional charge of thirty dollars ($30.00) per day for vehicles used for field work. Reimbursement for use of personal vehicles will be at the federally allowed rate plus fifteen percent (15%).
CADD and other specialized software computer time will be charged at twenty dollars ($20.00) per hour. In-house material and equipment charges will be in accordance with the current rate schedule or special quotation. Excise taxes, if any, will be added as a direct expense.
Rate for professional staff for legal proceedings or as expert witnesses will be at a rate of one and one-half times the Hourly Rates specified above.
The foregoing Schedule of Charges is incorporated into the Agreement for the Services of EKI Environment & Water, Inc. and may be updated annually.
Packet Pg. 152 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Attachment
B
EKI Standard Agreement, dated 29 April 2025
Packet Pg. 153 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte STC-NH-20231215 Page 1 of 5
EKI Environment & Water, Inc.
TERMS AND CONDITIONS
CONSULTANT:
CLIENT:
Proposal/Agreement Date:
EKI Environment & Water, Inc.
EMC Planning Group
29 April 2025 Proposal/Project Number: EKI C50125.00
1. SCOPE OF SERVICES
The CLIENT hereby employs CONSULTANT to perform the professional services work (“Services”) specified in this Agreement. The CONSULTANT’s Services will commence on the date of execution of this Agreement and to continue until completion of the Services described herein or termination as described in Article 12. CONSULTANT agrees to furnish the necessary personnel, materials, equipment, and facilities to perform the Services stated in this Agreement or attached thereto.
CONSULTANT’s Services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the project.
The CLIENT agrees that CONSULTANT shall be responsible to provide only for the Services expressly specified in this Agreement. Additional Services, which result in an adjustment in CONSULTANT’s schedule for its Services or originally estimated budget or lump sum fee for its Services, may be provided at CLIENT’s request.
All of CONSULTANT’s plans, specifications, tracings, survey notes, writings, reports, documents, designs, instruments of service, computer programs, electronic data deliverables, and other original documents, and any other Services or work products generated electronically or in hardcopy as a result of this Agreement (collectively “Work Product”) are intended for the sole use and benefit only of CLIENT and may not be relied on or used by any other party or entity without the express written consent of CONSULTANT and subject to execution of an agreement between such third party and CONSULTANT in form and content approved by CONSULTANT defining the terms, provisions, and limitations of the use of Work Product.
2. COMPENSATION
The CLIENT agrees to pay CONSULTANT’s invoices for the Services specified in this Agreement in accordance with the Schedule of Charges attached to the Agreement, and such payment shall be full compensation for all personnel, materials, equipment, and facilities used in performing the Services.
CONSULTANT will invoice CLIENT at the end of each billing period. Payment in full must be received by CONSULTANT within thirty (30) days of the date of such invoice. Any amounts overdue will incur a service charge of one percent (1%) per month, compounded monthly, beginning thirty (30) days after the invoice date and until full payment is received.
Failure of CLIENT to submit full payment of an invoice within thirty (30) days of the invoice date may be considered substantial nonperformance and cause for suspension or termination of Services, at CONSULTANT’s discretion. CONSULTANT, without any liability to CLIENT, may withhold any Services and Work Product pending payment by CLIENT of any outstanding amounts owed.
For Services provided on a time and material basis, the budget may be increased by amendment to complete the Scope of Work. CONSULTANT is not obligated to provide Services in excess of the authorized budget. The Services performed by CONSULTANT shall be deemed approved and accepted by CLIENT as and when invoiced unless CLIENT objects within fifteen (15) days of invoice date by written notice specifically stating in detail which Services CLIENT believes are incomplete or defective, and the invoice amount(s) in dispute. CLIENT shall pay undisputed amounts as specified herein.
3. INSURANCE
CONSULTANT, at its own expense, will maintain in force the following policies of insurance during the period of performance of this Agreement:
(a) Workers’ Compensation at statutory limits and Employer’s Liability Insurance with a limit of $1,000,000. (b) Commercial General Liability Insurance with a combined single limit of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, including death, and property damage, (c) Automobile Liability Insurance with a combined single limit for bodily injury and property damage of $1,000,000 per accident, and
(d) Professional Liability Insurance with a limit of $1,000,000 per claim and in the annual aggregate per policy year.
Packet Pg. 154 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte STC-NH-20231215 Page 2 of 5
If requested by CLIENT, CONSULTANT will furnish CLIENT with satisfactory evidence of the above insurance.
CONSULTANT will provide at least thirty (30) days prior written notice to the CLIENT in the event of cancellation of insurance coverage.
If CLIENT retains any construction contractor or subcontractor whose scope of work relates in any way to the Services provided by CONSULTANT, CLIENT shall require each contractor and subcontractor to: (1) defend, indemnify, and hold harmless CLIENT and CONSULTANT from any and all claims, suits, losses, damages, attorney’s fees, and costs arising from such contractor or subcontractor’s work or services; (2) obtain insurance of types and amounts appropriate for the services and work provided by such contractor or subcontractor, including but not limited to Commercial General Liability, Auto Liability, Workers’ Compensation and Employer’s Liability and Contractor’s Pollution Liability; (3) require naming CONSULTANT as an additional insured under Commercial General Liability and Automobile Liability policies, and (4) require that all contractor’s and subcontractor’s policies be endorsed to provide a waiver of subrogation in favor of CLIENT and CONSULTANT related in any way to the Services provided by CONSULTANT.
4. STANDARD OF CARE
CONSULTANT agrees that, in connection with its Services to be performed under this Agreement, such services are performed with the care and skill ordinarily exercised by members of the profession practicing under similar conditions at the same time and in the same or a similar locality. CLIENT recognizes that the state of practice, particularly with respect to hazardous waste conditions, is changing and evolving. While CONSULTANT will perform in reasonable accordance with standards in effect at the time its Services are performed, it is recognized that such standards may subsequently change because of improvements in the state of practice. No warranty or guarantee, express or implied, is made or intended by providing any of the Services or by furnishing oral or written reports of the findings made by CONSULTANT.
5. LIMITATION ON LIABILITY
CLIENT agrees that to the fullest extent allowed by law, CLIENT shall limit CONSULTANT’s liability to CLIENT, CLIENT’s contractors, subcontractors, agents, employees and consultants, and to all other third parties for any or all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related this Agreement from any cause or causes including but not limited to the negligent acts, errors, or omissions, breach of contract, or breach of warranty by CONSULTANT, its directors, officers, employees, agents, subconsultants, and subcontractors to a maximum of $100,000. This limitation of liability shall apply to the CLIENT’s claims for damages as well as the CLIENT’s claims for contribution and indemnity with respect to third party claims. CLIENT shall give written notice to CONSULTANT of any claim of negligent act, error or omission within one (1) year after the completion of the work performed by CONSULTANT. Failure to give notice herein required shall constitute a waiver of said claim by CLIENT.
6. CONSEQUENTIAL DAMAGES
The CONSULTANT and CLIENT waive consequential damages, including but not limited to loss of use, profits, anticipated profits, and like losses, for claims, disputes or other matters in question arising out of or relating to this Agreement.
This mutual waiver is also applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement.
7. INDEMNITY
CLIENT understands that, in seeking the professional services of CONSULTANT, CLIENT may be requesting CONSULTANT to undertake uninsurable obligations for CLIENT’s benefit involving the presence or potential presence of hazardous, toxic or pollutant substances. Therefore, CLIENT agrees to defend, indemnify, and hold harmless CONSULTANT from any and all claims, suits, losses, attorney fees, costs, and liability for property damage, personal injury including death, consequential, or any other damages from any cause whatsoever, arising out of the CONSULTANT’s Services, including but not limited to the presence (or failure to detect the presence), discharge, release or escape of toxic or hazardous materials or contaminants of any kind, and from any and all claims for damages by third parties, excepting only to the extent resulting from the willful misconduct or sole negligence of CONSULTANT in the performance of its Services under this Agreement.
8. SERVICES DURING CONSTRUCTION
Any Services, including testing or construction observation, provided by CONSULTANT, during construction of facilities designed by the CONSULTANT or others, is for the purpose of reviewing the construction contractor’s general compliance only with the functional provisions of the construction documents including project specifications and drawings. The CONSULTANT shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with any construction contractors’ work, nor shall the CONSULTANT be responsible for a contractor’s failure to perform the work in accordance with the requirements of the construction documents. The CONSULTANT shall be only responsible for the CONSULTANT’s negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of contractors or of any other persons or entities performing portions of the work. CLIENT agrees that in accordance with generally accepted construction practices, the independent construction contractor(s) selected by CLIENT will be required to assume sole and complete responsibility for Packet Pg. 155 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte STC-NH-20231215 Page 3 of 5
jobsite conditions during the course of construction of the project, including safety of all persons and property, and that this responsibility shall be continuous and not be limited to normal working hours. CONSULTANT’s Services during construction shall not be construed to waive or otherwise relieve any contractor or subcontractor of their contractual obligations.
9. COST ESTIMATES
Any statements of estimated construction costs or future operation and maintenance costs furnished by CONSULTANT represent the CONSULTANT’s judgment as a design professional. However, neither CLIENT nor CONSULTANT has control over the fluctuations in construction costs, a contractor’s methods of determining bid prices, market and bidding conditions, and other factors. Accordingly, CONSULTANT does not guarantee or warrant that the bids or negotiated prices, or future operation and maintenance costs, will not vary from any estimated costs provided by CONSULTANT or from CLIENT’s budget for the project.
10. DATA
Any Work Product stored or reduced to computer tapes, disks, CDs, electronic files or CAD files (collectively “Data”) is and shall remain CONSULTANT’s property. The transfer of Data to CLIENT or others is not and shall not be deemed a sale.
CONSULTANT reserves the right to retain an archival copy of the Data delivered to CLIENT, which shall be referred to and shall be conclusive proof and govern in all disputes over the form or content of the Data furnished to CLIENT. The Data are instruments of service, and as such, CONSULTANT makes no representations or warranties, expressed or implied, of the Data’s merchantability or fitness for a particular purpose with respect to its quality, adequacy, completeness or sufficiency as to any results to be or intended to be achieved as to its use.
The Data are furnished “as is”. CLIENT acknowledges that anomalies and errors can be introduced into the Data when it is transferred or used in an incompatible computer environment or modified by others. CLIENT acknowledges and solely accepts the risks associated with and/or the responsibility for any damages to hardware, software or computer systems or networks related to any use of the Data.
Use by CLIENT of any Data prepared by CONSULTANT for any purpose or project other than the project subject to this Agreement shall be at CLIENT’s sole risk. CLIENT agrees to indemnify and hold CONSULTANT harmless from any claims, suits, damages, liabilities or costs, including attorneys’ fees and costs of defense, arising from any reuse or modification of any Data prepared by CONSULTANT without the prior written consent of CONSULTANT.
11. CONFIDENTIALITY
When business or technical information is identified as “confidential” by CLIENT, CONSULTANT shall hold such business or technical information as confidential. CONSULTANT shall not disclose such confidential information without CLIENT’s consent except to the extent required for (1) performance of services under this Agreement; (2) compliance with professional standards of conduct for preservation of the public safety, health and welfare; (3) compliance with any law, court order or other governmental directive; or (4) protection of CONSULTANT against claims or liabilities arising from performance of Services under this Agreement. In the event that CONSULTANT is requested to disclose any confidential information under the above conditions, CONSULTANT will contact CLIENT to provide an opportunity for CLIENT’s defense of any confidentiality claim at its expense, including the cost of any required CONSULTANT services at CONSULTANT’s then current Schedule of Charges. CONSULTANT’s obligation hereunder shall not apply to information in the public domain, previously known by CONSULTANT, or lawfully acquired on a non-confidential basis from others. CLIENT acknowledges that CONSULTANT may provide similar services to other individuals or entities that operate within the same industry as CLIENT. So long as CONSULTANT does not share or make use of any of CLIENT’s confidential information in providing such services, nothing in this Agreement shall be interpreted as limiting or prohibiting CONSULTANT from providing such services.
12. TERMINATION OF AGREEMENT
(a) WITH CAUSE
This Agreement may be terminated by either party upon seven (7) days written notice should the other party fail substantially to perform in accordance with this Agreement through no fault of the party initiating the termination. (b) WITHOUT CAUSE
This Agreement may be terminated by CLIENT or CONSULTANT upon at least fourteen (14) days written notice to the other party.
(c) TERMINATION ADJUSTMENT PAYMENT
If this Agreement is terminated through no fault of the CONSULTANT, CONSULTANT shall be paid for Services performed and expenses incurred to the termination notice date, including Reimbursable Expenses due, plus any additional direct expenses incurred by CONSULTANT including, but not limited to, cancellation fees or charges imposed by subcontractors (“Termination Expenses”). Termination Expenses, which may not exceed ten percent (10%) of charges incurred to the termination notice date, may be charged to CLIENT to cover such services to orderly close-out the Services and to prepare project files and documentation. CONSULTANT will use reasonable efforts to minimize such Termination Expenses.
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13. DISPUTE RESOLUTION
(a) The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted for mediation to Judicial Arbitration and Mediation Services (“JAMS”), or other third-party mediation service acceptable to the parties. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with JAMS. If a party deems it necessary in order to protect or preserve a legal right, the request for mediation may be made concurrently with the filing of a lawsuit or other binding dispute resolution proceeding but, in such event, mediation shall proceed in advance of the binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.
(b) The mediation fees and costs, if any, shall be divided equally among the parties involved. Each party shall bare its own attorney’s fees and other costs, except as provided in subparagraph (c) below. (c) If any party commences a lawsuit or other binding dispute resolution proceeding to which this paragraph applies without previously or concurrently initiating mediation, said party shall not be entitled to recover attorneys’ fees even if they would otherwise be available to that party in any such proceeding. (d) The following matters are excluded from mediation hereunder: (1) injunctive relief; and (2) any unlawful detainer.
14. GENERAL PROVISIONS
(a) APPLICABLE LAW
This Agreement shall be interpreted and enforced according to the laws of the State of California, excepting those provisions of California law that would require the application of the laws of another state or country. (b) PRECEDENCE OF CONDITIONS
Any terms or conditions incorporated into a purchase order, confirmation, or other similar document issued by CLIENT shall have no force and effect. If there is any conflict between these Terms and Conditions and the Agreement or any other Exhibits, or documents that are attached or make up a part of this Agreement, these Terms and Conditions shall control, in the absence of CONSULTANT’s express written agreement to the contrary. (c) ASSIGNMENT OR SUBCONTRACTING
Neither CLIENT nor CONSULTANT shall assign its interest or any rights in this Agreement without the written consent of the other. CONSULTANT may subcontract any portion of the work to be performed hereunder without such consent.
(d) OWNERSHIP OF DOCUMENTS
All Work Product are instruments of CONSULTANT’s Services and shall not be used on other projects without CONSULTANT’s prior written consent; however, if used on other projects, such use shall be at CLIENT’s sole risk.
CONSULTANT’s Work Product may not be altered or modified except by CONSULTANT. CONSULTANT shall be deemed the author of the Work Product and shall retain all common law, statutory and other reserved rights, including the copyright, trademark, and patent. The CLIENT may retain copies, including reproducible copies, of these documents for information and reference in connection with the CLIENT’s use for this project. Submission or distribution of CONSULTANT’s Work Product to meet official regulatory requirements or for similar purposes in connection with this project are not to be construed as publication in derogation of CONSULTANT’s reserved rights. (e) FORCE MAJEURE
Any delay or default in the performance of any obligation of CONSULTANT under this Agreement resulting from any cause(s) beyond CONSULTANT’s reasonable control, shall not be deemed a breach of this Agreement. The occurrence of any such event shall suspend the obligations of CONSULTANT as long as performance is delayed or prevented thereby. Upon the resumption of Services, the schedule for performance of CONSULTANT’s Services and the fees due hereunder shall be equitably adjusted.
(f) TIME BAR
All legal actions by either party against the other arising out of or in any way connected with this Agreement or the Services to be performed hereunder shall be barred and under no circumstances shall any such legal action be initiated by either party after one year from the date of substantial completion of the Services, unless this Agreement shall be terminated earlier, in which case the date of termination of this Agreement shall be the date on which such period shall commence.
(g) INTERPRETATION
The parties have had an opportunity to review and negotiate the provisions of this Agreement.
Notwithstanding any rule to the contrary, no provision of this Agreement shall be interpreted or construed against any party because such party or its legal counsel was the drafter thereof. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of the Agreement. (h) MERGER: WAIVER: SURVIVAL
This Agreement constitutes the entire and integrated agreement between the parties hereto and supersedes all prior negotiations, representations, and/or agreements, written or oral. This Agreement may not be amended or altered except in a writing signed by both parties. One or more waiver of any term, condition or other provision of this Agreement by either party shall not be construed as a waiver of a subsequent breach of the same or any other provision.
Any provision hereof which is legally deemed void or unenforceable shall not void the entire Agreement, and all remaining provisions shall survive and be enforceable.
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(i) CLIENT OBLIGATIONS
CLIENT shall furnish full information regarding requirements for the project, including a plan or program that shall set forth CLIENT’s objectives, schedule, constraints and criteria, including, as applicable, budget, space requirements, and relationships, flexibility, expandability, special equipment, systems and site requirements. CLIENT will provide access to the project site, obtain all permits, provide all legal services in connection with the project, and provide environmental impact reports or any other reports or filings required of the site owner, unless specifically included in CONSULTANT’s scope of Services. CLIENT shall pay the costs of plan checking and inspection fees, zoning applications fees, soil engineering fees, testing fees, surveying fees, permits, bond premiums, and all other charges not specifically covered by the terms of this Agreement.
CLIENT will provide to CONSULTANT all documents and information regarding the site and the Project that is reasonably necessary for CONSULTANT to provide its Services under this Agreement. CONSULTANT shall be entitled to rely upon the adequacy and accuracy of documents and information provided by CLIENT, CLIENT’s other consultants and contractors, and other third-parties (collectively “CLIENT Information”) in performing the Services.
CONSULTANT assumes no responsibility or liability for the accuracy or completeness of CLIENT Information; however, CONSULTANT will advise CLIENT if it becomes aware of an error or omission in the CLIENT Information. CLIENT Information will remain the property of the CLIENT; however, CONSULTANT may keep a copy of all CLIENT Information for the completion of its records.
(j) THIRD PARTIES
Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the CLIENT or CONSULTANT.
15. UTILITIES AND SUBSURFACE CONFLICTS
Prior to initiation of subsurface investigations, including but not limited to boreholes, probes, trenches, or subsurface sample collection, CLIENT will provide CONSULTANT with available information, drawings, and maps regarding potential underground utilities, other potential subsurface conflicts, and overhead conflicts in the proposed areas of investigation. If CLIENT is not the property owner, CLIENT will contact the property owner and request such information. CONSULTANT will clear the proposed investigation locations for buried utilities by obtaining the services of a utility locating company. CONSULTANT will make reasonable efforts to identify and to avoid damage to disclosed or visually-identified utilities that may exist within the areas of investigation. CONSULTANT, its subconsultants and subcontractors shall have no liability for damages to persons or property, including the cost to repair, which occur during investigative activities performed by CONSULTANT, its subconsultants and subcontractors, and arise out of, or relate to, undisclosed, unknown, or inaccurately specified utilities or other structures.
16. ARTIFICIAL INTELLIGENCE
CONSULTANT may use Artificial Intelligence (AI) technology in providing services under this Agreement. AI technology is a rapidly changing field and includes tools provided by third parties that may be pre-trained and/or pretrain with supplementary training by CONSULTANT. CONSULTANT makes efforts to identify and remove CLIENTidentifying data and any bias that is contained in data that is used for supplementary training.
CONSULTANT is aware that the output from AI is not a substitute for human judgement. CONSULTANT’s engineers, scientists, and other professional staff will continue to provide professional services, and make decisions based on their experience, knowledge, and analysis, consistent with the Standard of Care.
Packet Pg. 158 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Illingworth & Rodkin
Health Risk Assessment Scope of Work E
APPENDIX
Packet Pg. 159 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Packet Pg. 160 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte 429 E. Cotati Ave
Cotati, CA 94931
Tel: 707-794-0400 Fax: 707-794-0405
www.illingworthrodkin.com [email protected]
Proposal
Date: April 25, 2025
To: Ron Sissem
EMC Planning Group
601 Abrego Street
Monterey, CA 93940
[email protected]
From: James A. Reyff
Illingworth & Rodkin, Inc.
429 E. Cotati Ave
Cotati, CA 94931
RE: Puente del Monte Specific Plan - Gonzales, CA
SUBJECT: Proposal to Prepare a Health Risk Assessment
Thank you for inviting Illingworth & Rodkin, Inc. (I&R) to submit this proposal to prepare a health risk assessment (HRA) for the Puente del Monte Project in Gonzales, CA. We understand that the project proposes developing agricultural uses into a mixed-use community, with construction lasting for many years. The plan area is not located near sensitive receptors. However, there is a residence along Gloria Road, the primary access road to the plan area. Truck traffic during construction and operational traffic from the proposed project would, on its own, and in combination with the approved Gloria Road Agricultural Cooler project, affect air quality near this receptor. Therefore, an HRA is proposed. The scope of this HRA is limited to traffic generated by construction and operation of the specific plan that would travel along Gloria Road toward U.S.
Highway 101.
Scope of Work
The following work tasks are proposed:
Construction Period Health Risk Impacts. The CalEEMod model and land use assumptions would be used to develop traffic estimates for the construction period. A phasing schedule would be developed as well as assumptions for assigning traffic to Gloria Road. The latest approved version of the EMFAC model would be used to compute traffic emission factors for construction traffic that include trucks, vendors and workers. Emission rates would be used in dispersion modeling to compute exposures to toxic air contaminants (TACs). Dispersion modeling would be conducted using U.S. EPA’s AERMOD model and hourly meteorological data from the most representative meteorological station, where data is provided. Cancer risks will be calculated using the Monterey Bay Air Resources District risk management policy guidance.
Packet Pg. 161 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Ron Sissem
EMC Planning Group
May 19, 2025 - Page 2
Operational Period Health Risk Impacts. Traffic volumes developed for the project would be used to address emissions along Gloria Road during project operation. The same EMFAC emissions and AERMOD modeling would be conducted for this activity to predict operational period TAC exposures and associated health risk impacts.
Reporting. The combined health risks would be predicted from emissions caused by traffic during construction, construction plus operation and operation over a 30-year exposure period. The results would be communicated in a technical report that describes the methodology, assumptions, significance thresholds and results. Attachments would include the modeling summaries that support the results.
Cost Estimate
We estimate the cost for this traffic HRA to be $8,800. The cost estimates were developed based on our schedule of hourly charge rates. All work would be based on the billing rates provided in Attachment A along with our insurance coverages.
Packet Pg. 162 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Ron Sissem
EMC Planning Group
May 19, 2025 - Page 3
Attachment A
2025 HOURLY BILLING RATES
Our fees are based on the following schedule of hourly rates:
Principal $250/hour
Senior Consultant $225/hour
Consultant $210/hour
Staff Consultant $195/hour
Technical/Admin Support $140/hour
Rates are subject to change on an annual basis. Document reproduction and shipping at cost.
Mileage at IRS allowable rate; currently $0.70.
INSURANCE COVERAGE
GENERAL LIABILITY in the amount of $2,000,000 per occurrence/ $4,000,000 aggregate.
WORKERS COMPENSATION covering our own employees in the amount of $1,000,000 per occurrence.
AUTO (OWNED & NON OWNED) covering personal injury or death and property damage in the amount of $1,000,000 per claim.
PROFESSIONAL LIABILITY in the amount of $2,000,000 per claim and $2,000,000 annual aggregate.
Limitation of Liability. To the maximum extent permitted by law, Illingworth & Rodkin, Inc. requests that the Client agrees to limit Illingworth & Rodkin, Inc.’s liability for Client damages to the sum of $250,000 or our fee, whichever is greater. This limitation shall apply regardless of the cause or legal theory asserted.
UMBRELLA LIABILITY in the amount of $2,000,000 per occurrence and aggregate.
Certificates of insurance will be issued upon request.
INVOICING AND PAYMENTS
I&R submits monthly progress billing invoices by the 15th of each month, for the prior month’s services. Invoices are submitted directly via email in pdf format, to the email address provided by the client. Special invoicing requirements may result in administrative costs, billed at a rate of $125/hour, in addition to the proposed budget.
I&R accepts payment in the form of cash, paper check, or credit card. I&R does not accept ACH/Electronic payments, or any other form of payment via 3rd party vendors or client portals.
Packet Pg. 163 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Exhibit B
Packet Pg. 164 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Packet Pg. 165 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte Packet Pg. 166 Attachment: Resolution No. 2025-70 with Exhibits (3364 : Resolution No. 2025–70 Agreement with EMC Planning Group for Puente Del Monte City of Gonzales
FINANCE DEPARTMENT
STAFF REPORT
TO: Honorable Mayor Rios and City Council
DATE: September 15, 2025
FROM: Mike Howard, Finance Director
THROUGH: Carmen Gil, City Manager
SUBJECT: Resolution No. 2025-71 MOU with Local Union 1991
RECOMMENDATION
It is recommended that the City Council of the City of Gonzales adopt Resolution No.2025-71, A Resolution of the City Council of the City of Gonzales Authorizing the Execution of a Memorandum of Understanding Between the City of Gonzales and the Painters and Allied Trades District Council 36 on behalf of Local Union #1991 of the International Union of Painters and Allied Trades AFL/CIO, for the period of January 1, 2025 through December 31, 2026.
BACKGROUND
In December 2021, the City of Gonzales executed a Memorandum of Understanding with the Painters and Allied Trades District Council 36 on behalf of Local #1991 of the International Union of Painters and Allied Trades for a three-year agreement, for the period of January 1, 2022 through December 31, 2024.
About February 2025, the City was notified by the Union of their desire to enter into negotiations for a successor agreement. Negotiations then began in about March 2025.
The City and the Union reached a Tentative Agreement on August 29th, 2025. Later that same day, the City was notified that the Tentative Agreement had been ratified by the members of the Union.
REVIEW AND ANALYSIS
As referenced in the background, the City and the Union began negotiations for a successor Memorandum of Understanding for the expired Memorandum of Understanding.
AGENDA
ITEM
19 Packet Pg. 167
During the period of negotiations, the two parties came to a final Tentative Agreement on August 29, 2025.
Key items in the new MOU are listed below. All other provisions of the existing MOU remain the same. • The term of the MOU will be 2 years, retroactive to January 1, 2025 • Effective the first full pay period in January 2025 an increase in base pay of 3.25% • Effective the first full pay period in January 2026 an increase in base pay of 3.25% • Effective the first full pay period in January 2025 employee monthly contributions to Health Care will change as follows (which will be the first pay period of February):
Premium Classification Current Contribution New Contribution Employee Only $0.00 $125.00
Employee + Dependent $106.62 $175.00
Employee + Spouse $106.62 $175.00
Employee + Family $341.30 $475.00
Additionally, the association Members and the City shall share 50% / 50% in any premium increases imposed after the effective date of this Memorandum of Understanding. Should the premium increase be greater than 10%, the City and Union agree to meet regarding the increase. • Increase in Stand-By pay from $175 to $200
• Increase in Safety Boot Allowance from $200 to $250 annually paid in January of each year. • New Cell Phone Stipend of $25 per month for the business use of a personal cell phone.
Explain Recommendation and How it Supports the Vision
Gonzales will continue to be a safe, clean, family-friendly community, diverse in its heritage, and committed to working collaboratively to preserve and retain its small-town charm.
Explain: The proposed MOU supports the vision by maintaining stability for the two-year period in a critical public safety function that is necessary to maintain a safe family-friendly community.
Explain how the Recommendation Directly Implements the Mission The City Council and Staff of the City of Gonzales will realize our Vision by providing the leadership, commitment and resources necessary to provide excellent services that enhance the quality of life of our diverse community. X Yes ___No ___ NA
Explain: Please see explanation above for the Vision.
City services will be delivered in a cost-effective, respectful and friendly manner to ensure the safety and well-being of the residents and the promotion of business, recreational, housing and employment opportunities in an environmentally sustainable manner. __X_ Yes ___No _ NA Explain: Please see explanation above for the Vision
Strong fiscal reporting allows us to provide appropriate resources for:
• Public Safety X Yes No N/A
• Housing Yes No X N/A
• Recreation Yes No X N/A
• Environment X Yes No N/A
• Education Yes No X N/A
Packet Pg. 168
Explain: A stable organization is needed to ensure a high level of service necessary to promote public safety for the community and to maintain the City’s infrastructure.
ALTERNATIVES
The City Council has the authority to not approve the MOU and direct staff to continue negotiations with further policy direction. While this action is not recommended, should this occur, the existing employment practices would continue until a MOU is approved.
BUDGET IMPACT
There is no financial impact to the current fiscal year budget. The amount of the negotiated agreement is in line with the budget.
CONCLUSION
It is recommended that the City Council of the City of Gonzales adopt Resolution No.2025-71, A Resolution of the City Council of the City of Gonzales Authorizing the Execution of a Memorandum of Understanding Between the City of Gonzales and the Painters and Allied Trades District Council 36 on behalf of Local Union #1991 of the International Union of Painters and Allied Trades AFL/CIO for the period of January 1, 2025 through December 31, 2026.
Attachments:
1. Resolution No. 2025-71 with MOU
Packet Pg. 169
RESOLUTION NO. 2025-71
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GONZALES
AUTHORIZING THE EXECUTION OF A MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF GONZALES AND THE PAINTERS AND ALLIED TRADES DISTRICT COUNCIL 36 ON BEHALF OF LOCAL UNION #1991 OF THE
INTERNATIONAL UNION OF PAINTERS AND ALLIED TRADES AFL/CIO, FOR THE PERIOD COVERING JANUARY 1, 2025 THROUGH DECEMBER 31, 2026 WHEREAS, the City of Gonzales and the Painters and Allied Trades District Council 36 on behalf of Local Union #1991 of the International Union of Painters and Allied Trades AFL/CIO entered into a three-year MOU for the period of January 1, 2022 through December 31, 2024; and WHEREAS, the City was notified by the Painters and Allied Trades District Council 36 on behalf of Local Union #1991 of the International Union of Painters and Allied Trades AFL/CIO in February 2025 to begin negotiations for a successor MOU; and WHEREAS, the City and the Association began negotiations in March 2025 and reached a Tentative Agreement on August 29, 2025; and
WHEREAS, the City of Gonzales was notified on August 29, 2025 that the Painters and Allied Trades District Council 36 on behalf of Local Union #1991 of the International Union of Painters and Allied Trades AFL/CIO ratification of the Tentative Agreement by the membership.
NOW, THEREFORE, BE IT HEREBY RESOLVED, that the City Council of the City of Gonzales hereby approves the Memorandum of Understanding between the City of Gonzales and the Painters and Allied Trades District Council 36 on behalf of Local Union #1991 of the International Union of Painters and Allied Trades AFL/CIO, for the period covering January 1, 2025 through December 31, 2026.
PASSED AND ADOPTED by the City Council of the City of Gonzales at a regular meeting duly held on the 15th day of September 2025, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Jose L. Rios, The Honorable Mayor
ATTEST:
Mary Villegas, Deputy City Clerk
Packet Pg. 170 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF GONZALES
AND
PAINTERS AND ALLIED TRADES DISTRICT COUNCIL 36 on behalf of Local Union #1991 of the INTERNATIONAL Union OF
PAINTERS AND ALLIED TRADES AFL/CIO
This Memorandum of Understanding and agreement is made by and between the City of Gonzales, a municipal corporation, hereinafter called City, and Painters & Allied Trades, District Council 36, on behalf of Local Union #1991, hereinafter called Union, pursuant to the provisions of Government Code 3500 (et seq.).
ARTICLE 1. RECOGNITION
The City recognizes the Union as the exclusive representative for those employed by the City OF GONZALES working in the Public Works Department non-management and supervising positions, including, and not limited to the following classifications:
Mechanic I
Mechanic II
Maintenance Worker
Public Works Technician
The collective bargaining unit shall hereinafter be referred to as the Public Works Unit, pursuant to the provisions of the Meyers-Milias-Brown Act (Government Code Section 3500, et seq.), Chapter 15 of the City Personnel Rules, Regulations and Policies- Employer-Employee Organization Relations.
Representatives of the Union and the City have met and conferred in good faith and have reached an understanding with respect to the terms and conditions of employment of City employees within the Public Works Unit.
The word “employee,” as used in this agreement, means an employee within the Public Works Unit that has successfully completed their Probationary Period as defined in the City Personnel Rules, Regulation and Policies. Any new Regular full-time classification created by the City within the Public Works Department, whose position is not of supervisory nature as designated by the CITY, shall be included in the Public Works Unit represented by the Union.
ARTICLE 2. EMPLOYER-EMPLOYEE RELATIONS INCORPORATED
Chapter 15 of the City Personnel Rules, Regulations and Policies - Employer-Employee Organization Relations is incorporated herein and by reference made a part of this agreement, and the provisions of this agreement shall be construed and interpreted in a manner consistent with the provisions of said resolution. Wherever in this agreement reference is made to the City Manager of the CITY, such reference is to him or her in his or her capacity as Employee Relations Officer pursuant to said resolution.
Packet Pg. 171 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
ARTICLE 3. NONDISCRIMINATION
The provisions of this agreement shall be applied equally to all employees covered hereby without discrimination because of race, color, sex, age, national origin, religious affiliation, or union membership.
Employees may elect to exercise their right to join and participate in the activities of the union for the purposes of representation in all matters of their working conditions and employer-employee relations.
The parties agree that there shall be no restraint, coercion, or interference with any employee with respect to, or because of, the employee’s membership in said UNION.
ARTICLE 4: UNION MEMBERSHIP
Section 1: The Union agrees that it has a duty to provide fair representation to all employees in the unit for which this Agreement is applicable, regardless of whether they are members of the UNION.
Section 2: Union shall provide City with an executed Employee Authorization for Payroll Deduction Form for each employee who has chosen to become union member. The City agrees to deduct, as a single, monthly deduction, dues for all such member employees hired within thirty (30) days receipt of the afore mentioned Form and such other deductions as approved by the Union Bylaws and authorized, in writing, by the individual employees with membership in the General Unit as one deduction pursuant to City payroll operations.
Any changes in previously authorized deduction amounts shall be initiated by the Union no more frequently than once a year. Cancellation of the Union deduction by a member employee shall be in writing and delivered to the Union by the employee canceling the deduction.
Section 3: Compliance: An employee in or hired into a job classification represented by the Union shall be provided with an Employee Authorization for Payroll Deduction form by the UNION.
Section 4: Forfeiture of Deductions: If the balance of an employee’s wages, after all other involuntary and insurance premium deductions are made in any one pay period, is not sufficient to pay deductions required by this Agreement, no such deduction shall be made for that period.
Section 5: Hold Harmless: It is further agreed that the Union shall indemnify and save the City harmless against any and all claims, demands, suits or other forms of liability that shall arise out of, or by reason of, action taken or not taken by the City for the purpose of complying with the provisions of this section.
Packet Pg. 172 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
ARTICLE 5. HOURS OF WORK
Section 1: The Standard work week shall begin at 12:00:01 a.m. on Saturday and end at 12:00:00 midnight on the following Friday. Within that work week, the standard work schedule shall be forty (40) hours. Scheduling of working hours within the standard work week shall be done by the Department Head for all departmental employees.
Section 2: Each employee shall be allowed a daily lunch period of one-hour duration unless otherwise authorized by the Department Manager. Said lunch period shall not be included in the employee’s work hours. It may be taken away from the work site, provided equipment and the work area are properly and safely secured.
Section 3: Each employee shall be allowed two (2) rest breaks of fifteen (15) minutes each, one of which shall be prior to, and one of which shall be after the lunch period as scheduled and/or approved by the Supervisor.
ARTICLE 6. COMPENSATION
Section 1: Salary Adjustment Schedule: The City agrees that all classifications within the Public Works unit may be entitled to a wage increase in accordance with the following schedule and procedure:
3.25% Effective the first full pay period in January 2025
3.25% Effective the first full pay period in January 2026 Section 2: The parties agree to reopen negotiations on any scheduled increases and/or health benefits improvements if the State of California significantly reduces its reimbursements and payments to the CITY, and/or if the City demonstrates with a factual showing that the condition of the local economy is such that these MOU obligations cannot be met in a sound and fiscally responsible manner.
Section 3: The City shall undertake a Pay and Classification Plan study every five (5) years. If the classified employees represented by District Council 36 Painters and Allied Trades Local 1991 desire that the study be conducted every three (3) years, then District Council 36 Painters and Allied Trades Local 199 1991 will contribute 50% of the cost to the City for the consultant and the cost of conducting the study.
Section 4: The City and Union agree to meet and confer on the implementation of the recommendations resulting from the Compensation and Classification Plan Study.
SECTION 7: TENURED (LONGEVITY) PAY
The City agrees to provide Tenured (Longevity) adjustments to base salary pursuant to the following schedule:
• All unit members who have been employed with the City for at least fifteen (15) years will be compensated an additional two percent (2%) of the employee’s base pay; Packet Pg. 173 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
• All unit members who have been employed with the City for at least twenty (20) years will be compensated an additional two percent (2%) of the employee’s base pay; • All unit members who have been employed with the City for at least twenty (25) years will be compensated an additional two percent (2%) of the employee’s base pay. • All unit members who have been employed with the City for at least twenty (30) years will compensated an additional two percent (2%) of the employee's base pay.
ARTICLE 8: BILINGUAL PAY:
For all the classifications within the Public Works Unit, upon approval by management, according to City’s need, and upon the employee passing a City-sponsored test for bilingual verbal skills, City shall pay 5% of base salary per month as bilingual pay.
ARTICLE 9: CELL PHONE STIPEND:
For the classifications covered by this Memorandum of Understanding the City will provide a stipend, payable through payroll, of twenty-five dollars ($25) per month for business use of a personal cell phone.
If the City, at a later date, decides to provide city cell phones the Cell Phone Stipend would not be paid.
ARTICLE 10: STAND-BY:
For the classifications of Maintenance Worker and Public Works Technician, the stand-by period shall be from Wednesday night at 5:00p.m. to the following Wednesday at 8:00a.m.
Section 1: For an employee assigned by management to stand-by, the City shall at its discretion, furnish employees on stand-by duty, a pager or other communications device and a City vehicle for use as transportation from and to their residence during the stand-by period Section 2: Compensation for Employees assigned by management to stand-by shall be as follows:
a. Time and one-half (1 ½) rate of pay for all hours worked while on stand-by duty except for Sundays.
b. Double time rate of pay for all hours worked on Sundays, during an employee’s stand-by period.
c. Two hundred dollars ($200) shall be paid per stand-by assignment-period. If the employee assigned to stand-by fails to respond to the stand-by page (radio call, beeper, or phone) within ten (10) minutes of the first attempt to contact the employee, the employee shall forfeit his or her stand-by pay for the assignment-period.
d. There shall be a minimum of two (2) hours pay for each call/work performed on Saturdays. e. Employees assigned to stand-by and who performed services shall only perform services within their job classification.
ARTICLE 11: CERTIFICATE INCENTIVE PAY:
Each employee assigned to the position of Maintenance Worker who holds one or more of the following valid certificates shall be eligible to receive Certificate Pay.
Packet Pg. 174 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
Section 1: Technician Certificates:
• Back Flow Tester Certificate
• Cross Connection Control Specialist Certificate
• Grade I and/or II Water Operations Certificate
• Grade I and/or II Water Collection Systems Maintenance Certificate • Grade I and/or II Sewer Operators Certificate
• Grade I and/or II Sewer Collection Systems Maintenance Certificate Section 2: Maintenance Group
• Pool Operator Certificate
• Pesticide Applicator Certificate
The employee shall receive fifty dollars ($50) per month per valid certificate, payable in the first pay period of the month, not to exceed pay for more than four (4) certificates at two hundred dollars ($200).
In the event that an employee receiving Incentive pay is reassigned to the position of Public Works Technician, he or she will no longer be eligible for Incentive Pay, starting in the month when the employee receives pay as a Technician for the Certificates under the Technician Group identified in Section 1 above.
Section 2 certificates will not be affected by the reassignment to the position of Public Works Technician.
ARTICLE 12: SALARY INFORMATION:
The City shall furnish each member of the Public Works unit, a bimonthly report summarizing current information on accumulated sick leave, compensatory time, and vacation credits.
ARTICLE 13: WORKING OUT OF CLASS:
An employee shall not be required to perform duties not a part of the employee’s classification except as directed and approved by the City Manager. Whenever an employee is assigned duties and responsibilities of a higher classification and such assignment is for a period of at least ten (10) working days, the employee shall receive the pay for the range of the duties performed at the lowest step on the range which will give the employee a salary increase above their salary for all time in excess of the first ten (10) days.
ARTICLE 14: PENSION/RETIREMENT
Section 1: CALPERS - City provides retirement benefits for all regular, full-time employees through the California Public Employees’ Retirement System (CalPERS).
Section 2: PEPRA - All current and new employees are subject to PERS retirement plans in accordance with the California Public Employee’s Pension Reform Act of 2013 (PEPRA).
Section 3: CALPERS CLASSIC EMPLOYEES - The City shall contribute the employer’s contribution, as per the existing contract between CalPERS and the Gonzales miscellaneous group under the 2% @ 60 defined benefit retirement plan for classic employees as defined by CalPERS. Employees under this Packet Pg. 175 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
designation will contribute the full 7% of reportable compensation toward this benefit on a pre-tax basis.
Section 4: CLASSIC EMPLOYEES RETIREMENT PAYMENT OFFSET - Effective July 1, 2016, the City will provide a 3.5% increase to the base salary for those employed on that date with no break in service since.
For all other CalPERS classic employees hired after July 1, 2016, the 3.5% increase to the employee’s base salary does not apply and does not apply to re-hires.
Section 5: NEW EMPLOYEES - Effective January 1, 2013, the City shall contribute the employer’s contribution as per the formula established by CalPERS for the Gonzales miscellaneous group under the 2% @ 62 defined benefit retirement plan for new (PEPRA) employees as defined by CalPERS. However, as required by PEPRA the City is no longer allowed to pay for the Employee Paid Member Contribution (EPMC) and therefore, new (PEPRA) employees are responsible for paying the full amount of the employee’s portion of the CalPERS defined benefit retirement plan.
ARTICLE 15: DEFERRED COMPENSATION:
A deferred compensation plan shall be made available to employees by the City. Participation in the deferred compensation plan shall be strictly voluntary.
ARTICLE 16: HEALTH, DENTAL AND VISION INSURANCE
Section 1: The City’s Health Insurance is a self-funded plan. The City no longer provides medical retiree health coverage.
Section 2: Employee Contribution: The Employee shall contribute monthly to the cost of insurance per the table below:
Premium Classification Contribution
Employee Only $125.00
Employee + Dependent $175.00
Employee + Spouse $175.00
Employee + Family $475.00
Additionally, the union members and City shall share 50% / 50% in any premium increases imposed after the effective date of this Memorandum of Understanding. Should the premium increase be greater than 10%, the City and Union agree to meet regarding the increase.
Section 3: Payment-in-Lieu-of-Medical-Coverage: Any employee in this classification with valid proof of enrollment in an outside medical coverage program, whose health insurance premiums are not paid by the City, may receive a payment-in-lieu of medical coverage. a. Employees hired prior to April 1, 2016, with no break in service, “payment-in-lieu-of-medicalcoverage” are grandfathered at the monthly reimbursement rate of $400. This special rate will be permanently forfeited if an employee opts to accept the medical coverage provided by the City.
Packet Pg. 176 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
b. Effective April 1, 2016, for new employees, this “payment-in-lieu-of-medical-coverage” of $400 is for an employee with 2 or more dependents, this will be adjusted to $200 for an employee with 1 dependent, and to $100 for an employee only.
ARTICLE 17: LIFE INSURANCE
City shall provide term life insurance for each employee. The amount of coverage shall be the employee’s annual salary multiplied by 1.5 not to exceed $150,000.
ARTICLE 18: LONG TERM DISABILITY INSURANCE
During the term of this Agreement, City will continue to maintain its present long-term disability insurance coverage for employees as long as coverage is available. The current rate of 60% of an employee’s annual salary will be designated for long-term disability insurance annually for each employee covered under this agreement.
Within 180 days of the ratification of this agreement, the City agrees to explore and evaluate options for the purchase by City employees of State Disability Insurance (SDI) or an equivalent plan, and to share that information with the Union.
ARTICLE 19: VACATION LEAVE
Section 1: Statement of Policy
The purpose of annual vacation leave is to enable each eligible employee to take a break from his/her work and return mentally and physically refreshed. For this reason, it is the intention of the City that vacations be taken, when possible, in increments of one week or more.
Section 2: Vacation Accrual
Vacation shall be accrued and credited on a monthly basis beginning with the first full month of employment, provided a permanent employee has been in pay status for fifty percent (50%) or more of the workdays in the previous month. Each eligible employee shall accrue vacation at the following rate of continuous service performed in pay status:
A. Less than three (3) years - For employees completing less than three (3) years of continuous service, six and two- thirds (6.66) hours for each month of service. (Two [2] weeks per year).
B. Three (3) years or more, but less than ten (10) years - For employees completing three (3) or more years, but less than ten (10) years of continuous service; ten (10) hours for each month of service. (Three [3] weeks per year).
C. Ten (10) or more years, but less than fifteen (15) years - For employees completing ten (10) or more years, but less than fifteen (15) years of continuous service; eleven and two-thirds (11.66) hours for each month of service. (Three and one-half [3-1/2] weeks per year).
Packet Pg. 177 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
D. Fifteen (15) or more years - For employees completing fifteen (15) or more years of continuous service; thirteen and one- third (13.33) hours for each month of service. (Four [4] weeks per year).
Section 3: Maximum Vacation Accrual Limits
Vacation accrual for all eligible employees may not exceed a maximum level equal to the amount of hours credited to the employee within the last twelve (12) months. The City shall review the level of each employee's accrued vacation at the end of each calendar year. Vacation hours beyond the maximum level may not be accrued beyond January 1 of each year, except as provided below.
If an employee has a vacation scheduled within the first thirty (30) days of the calendar year and that vacation leave shall reduce his/her accrued vacation balance to a level at or below the number of vacation hours credited to the employee in the past twelve (12) months, s/he may submit a written request to the City Manager for a one (1) month extension to the year-end review date.
If an employee is prevented by his/her supervisor from taking vacation during a calendar year due to operational necessity, s/he shall be given a reasonable time period to reduce his/her vacation accrual level to a level at or below the number of hours earned in the last twelve (12) months. The time period shall be set by the City Manager but cannot exceed six (6) months. "Operational necessity" shall apply if the employee has submitted at least two (2) requests for vacation within the last six (6) months, which were denied by his/her supervisor because the employee was needed on the job (i.e., staff shortage, departmental or City emergency, etc.). Denial of a vacation request because one (1) or more employees in the same department have previously submitted and received approval for time off during the same period requested by the employee shall not be deemed "operational necessity." Section 4: Use of Vacation
Employee shall complete six (6) months of continuous service before becoming eligible to use accrued vacation leave.
Request for vacation shall be processed within one (1) week of submittal or request. All requests must be submitted to the Department Head on the proper form.
Every effort shall be made to accommodate requests for vacation provided that the employee has accrued sufficient vacation time. Operational necessity, as determined by the Department Head, is cause for a denial of a request. Denial may be appealed to the City Manager within ten (10) days of receipt of denial by employee. If two or more employees submit a request at the same time for the same vacation days, seniority and job assignment shall be the determining factors in granting the request.
Once an employee's request for vacation leave has been approved, said approval may not be withdrawn by the employee's supervisor within thirty (30) days of the first day of the requested vacation, except in the case of a City emergency as determined by the City Manager. An unexpected reduction in work force within the department may be considered an emergency. Changes within the thirty (30) day period may be made with the agreement of the employee.
Employees shall not work for the City during their vacation in order to earn double compensation.
Vacation shall be granted in full workday or shift increments only.
Packet Pg. 178 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
Section 5: Holidays Falling During Vacation
In the event a City holiday falls within an employee's vacation period which would have excused the employee from work, and for which no other compensation is made, said holiday shall not be charged as a vacation day.
Section 6: Vacation Pay Upon Termination
Employees leaving the municipal service after at least six (6) months service, who have accumulated vacation leave, shall be paid the amounts of accrued vacation to the date of termination. An employee whose service is terminated for the convenience of the City shall be paid for his/her accrued vacation leave.
Section 7: Effect of Extended Military Leave
An employee who interrupts his/her municipal service because of extended military leave shall be compensated for accrued vacation at the time the leave becomes effective.
ARTICLE 20: HOLIDAYS
Section 1: Statement of Policy
Permanent employees shall receive eight (8) hours of holiday pay for each approved City holiday.
Permanent part-time employees working fifty percent (50%) or more of a regular full-time position's schedule shall receive holiday pay in proportion to the number of hours regularly worked. Temporary employees shall not be paid for holidays.
Section 2: City Holidays
The following holidays are recognized as municipal holidays and all non-police employees eligible for holiday pay shall have these days off, except as provided herein.
A. January first (New Year's Day)
B. Third Monday in January (Martin Luther King Jr. Day) C. Third Monday in February (Washington's Birthday)
D. Last Monday in May (Memorial Day)
E. July 4 (Independence Day)
F. First Monday in September (Labor Day)
G. November 11 (Veterans' Day)
H. Fourth Thursday in November (Thanksgiving Day)
I. Fourth Friday in November (The day following Thanksgiving) J. December 24 (Christmas Eve)
K. December 25 (Christmas)
L. June 19 (Juneteenth)
M. Floating Holiday: As of January 1, of each year, each Permanent full-time employee shall be credited with an eight (8) hour Floating Holiday. The Floating Holiday may be taken any time throughout the year. Sufficient notice must be given to the employee's immediate supervisor and the request must Packet Pg. 179 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
be approved prior to the use of the Floating Holiday. Scheduling of the Holiday may not interfere with the work schedule of the City. The Floating Holiday must be taken as one-day (8 hour) leave prior to December 31 of each year or the employee shall forfeit the Holiday and shall have no rights to payment of the unused hours. Part-time employees are not eligible for a Floating Holiday.
N. Every day appointed by the President of the United States or Governor of the State of California as a holiday shall be considered and may be granted as a City holiday upon the City manager's recommendation and the City Council's approval.
Section 3: Compensation for Work on Paid Holidays
Employees assigned to work on holidays shall receive whatever holiday pay is due them in accordance with Section 1 above, plus time and one-half (1-1/2) for each hour worked on said holiday.
Section 4: Holidays Falling on Weekends
For employees eligible in accordance with Section 1 above, holidays falling on a Saturday shall be taken on the preceding Friday, or immediately prior to any intervening holiday. Similarly, holidays falling on a Sunday shall be taken on the following Monday, or immediately following any intervening holiday.
ARTICLE 21: SICK LEAVE
Section 1: Statement of Policy
The purpose of sick leave is to provide an employee time off without loss of pay due to illness. It is provided in recognition of the fact that a sick employee is not fully productive and that time off to rest shall allow such an employee to recuperate more rapidly. Additionally, sick leave is provided so that employees who have illnesses which may be contagious shall not expose other employees or members of the public. Sick leave shall not be considered as a privilege which an employee may use at his or her own discretion but shall be granted only upon the recommendation of the Department Head. Sick leave shall be allowed and used only in the case of necessity and actual personal sickness or disability, medical or dental treatment or in the case of any emergency illness in the immediate family. Immediate family shall mean the spouse, parent, child, brother, sister, or a close relative residing in the household of the employee.
Packet Pg. 180 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
Section 2: Accrual
Sick leave shall be accrued monthly, beginning with the first full month of employment, provided the employee has been in pay status for fifty percent (50%) or more of the first month. Sick leave shall be accrued at the rate of eight (8) hours per month for all permanent employees, and eight (8) hours or less, proportional to the hours on pay status during the month, for eligible part-time employees Section 3: Eligibility
In order to receive compensation while absent on sick leave, the employee shall notify the head of his/her department of his/her absence prior to the designated starting time, and in no case later than the end of the first hour. When an employee is absent due to illness or injury for more than three workdays, a physician's certificate or personal affidavit may be required. Prior to the resumption of normal duties, the employee may be required by his/her Department Head to file a physician's certificate or personal affidavit stating the cause of the absence and attesting to the employee's ability to resume work. If the certificate or affidavit is not filed, the employee is not entitled to be paid for sick leave unless the Personnel Officer grants a waiver.
In the case of frequent use of sick leave, or where a pattern of sick leave abuse is suspected the City may require that an employee provide a physician's certificate to document that the employee was too ill to work on a given day or days.
Section 4: Deductions
Sick leave with pay shall be granted for periods no shorter than one hour. Appointments with medical, dental, or other similar health practitioners during working hours shall be considered sick leave, and the employee shall be charged with using a minimum of one hour of sick leave for each absence from work.
However, on an annual basis, each employee shall be allowed to take up to a maximum of four (4) hours of leave without deduction from accrued sick leave, for the purpose of obtaining cancer screening and/or testing. The City Manager shall determine the appropriate means of substantiating that such testing has been sought and obtained by a given employee. Beyond the first hour, sick leave shall be deducted hour for hour based on the absence of the employee. Benefits under this provision shall be granted for maternity cases during the period the employee is physically unable to work, as certified by the attending physician or practitioner.
Upon termination, employees shall receive no compensation for unused sick leave except as provided in Section 7. If a permanent employee is terminated for reasons that are not a discredit to him/her, and reemployed within twelve (12) months, s/he may be eligible for any unused sick leave, with pay, existing at the time of this termination, unless s/he resigned of his/her own volition.
Section 5: Pregnancy Disability Leave
A. An employee disabled due to pregnancy, childbirth or related medical condition, may take an unpaid leave of absence of up to one hundred-twenty (120) calendar days. Said policy applies to all employees, including regular, temporary, and exempt, whether they have completed their probationary periods. Said leave shall be called a "Pregnancy Disability Leave." Employees are required to request Pregnancy Disability Leave at least thirty (30) days before the leave is to commence unless the need for leave is not foreseeable. If the need for leave is not foreseeable, the employee must give as much notice Packet Pg. 181 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
as possible. Included with said request shall be a Physician’s Certificate certifying the pregnancy, estimating the delivery date, and providing a prospective calendar date for the recommended start of leave. Employee may select to use any accrued paid leave prior to requesting an unpaid leave of absence.
B. A longer leave of absence may be granted where extenuating circumstances exist. An employee may be permitted to continue working beyond her eighth (8th) month of pregnancy, if not in conflict with the date provided by her physician in Section A above, upon her written request, accompanied by a statement from her physician stating in writing that:
1. She is physically able to continue with the normal duties of her job and stating what these duties are;
2. Setting forth any restriction upon activity;
3. Providing an exact calendar date upon which parental leave is recommended to commence.
C. The returning employee must present a release from her physician to return to work.
D. An employee who fails to return to work at the termination of her parental leave, or any extension thereof, shall lose her seniority, and her employment shall be terminated.
E. In addition to leave due to disability related to pregnancy, childbirth or related medical condition, an eligible employee may be entitled to additional Family Care Leave. All impacted employees should consult with the City Personnel Officer for further information in this regard.
Section 6: Donation of Sick Leave
In the event an employee is prevented from working for a minimum of six (6) weeks due to serious illness or injury, other City employees shall be allowed to donate to said employee sick leave hours not to exceed a maximum of three hundred-sixty (360) hours total. Said donation by employees of sick leave hours is voluntary. Notwithstanding the above, the City Manager shall be granted the discretion to allow for the donation of sick leave hours to an employee who is prevented from working for less than the stated maximum of six (6) weeks. In exercising said discretion, the Manager shall consider such factors as the availability of accrued sick and vacation leave and disability payments to the potential recipient of donated sick leave hours.
Section 7: Conversion of Accumulated Sick Leave
Any employee who retires or resigns from City services with a minimum of fifteen (15) years of service shall be entitled to convert unused sick leave as provided below:
An employee who is at least fifty-five (55) years old and has completed a minimum of twenty (20) years of service shall be entitled to convert fifty percent (50%) of his/her unused sick leave to paid time off.
An employee who is at least fifty-five (55) years old and has completed a minimum of fifteen (15) years of service shall be entitled to convert twenty percent (20%) of unused sick leave to paid time off.
Packet Pg. 182 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
An employee who is under the age of fifty-five (55) and has completed a minimum of fifteen (15) years’ service shall be entitled to convert ten percent (10%) of his/her sick leave into pay at the time of resignation.
Such paid time off shall be used immediately preceding the employee's retirement date. Employees terminated by the City are not eligible for the provisions provided herein.
Section 8: Workers' Compensation: Non-public Safety Employees Any employee, other than sworn Peace Officer personnel, who is absent from work by reason of any injury or illness covered by Workers' Compensation shall continue in pay status under the following provisions:
A. The difference between the amount granted pursuant to such Workers' Compensation and the employee's regular rate of pay shall be paid to the employee for a period of thirty (30) days.
B. Beyond the initial thirty (30) days, the difference between the employee's regular rate of pay and the total of Worker's Compensation, Social Security benefits, and City paid disability insurance benefits, such difference to be deducted from the employee's accumulated sick leave, compensatory time, and, when authorized by the employee, vacation days.
C. Such an employee shall continue in pay status and receive his/her regular rate of pay until his/her accumulated sick leave, compensatory time, and vacation days have been depleted to the nearest onehalf (½) day.
D. During this time, the employee is in pay status while absent from work by reason of injury or illness covered by Workers' Compensation, s/he shall continue to accrue sick leave and vacation benefits as though s/he were not on leave of absence; but shall not receive credit for holidays.
E. Any employee, other than Police Department (sworn Peace Officer) personnel, who depletes his/her accumulated sick leave, compensatory time, holidays, and vacation days to maintain pay status while absent from work by reason of an injury or illness covered by Workers' Compensation, shall be removed from pay status. Upon depletion of accumulated sick leave for an injury or illness and upon recommendation of the employee's Department Head, an employee may be placed on medical leave of absence without pay for a period not to exceed sixty (60) days. If the employee is unable to return to work at the end of this period, s/he must request further medical leave which shall be subject to approval of the City Manager. If further leave is granted, the employee must notify the City of his/her intent to return to work every thirty (30) days. If further leave is not granted, the employee's service with the City shall be considered terminated.
Section 9: Use of Sick Leave to Care for Members of Immediate Family Notwithstanding policy statements or language to the contrary set forth in this Chapter, in any calendar year, an employee may use accrued and available sick leave, in an amount up to that which would be accrued during six months at the employee’s then current rate of sick leave accrual, to attend to the illness of the employee’s child (biological, foster or adopted child, stepchild, legal ward, or child of an employee standing in loco parentis), parent (biological, foster, or adoptive parent, stepparent, or legal guardian) or spouse. All conditions and restrictions established by this Chapter for the use of sick leave, including but not limited to the notification and physician’s certification requirements set forth in Section 3, shall apply Packet Pg. 183 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
to the use of sick leave to attend to the illness of an employee’s child, parent, or spouse. Use of sick leave pursuant to this Section shall not extend the maximum period of leave to which an employee is entitled under Section 12945.2 of the Government Code or under the federal Family And Medical Leave Act of 1993. City expressly agrees that it will not deny an employee the right to use sick leave in accordance with this Section or discharge, threaten to discharge, demote, suspend or in any manner discriminate against an employee for using or attempting to exercise the right to use sick leave in the manner set forth herein.
The City Manager shall have the authority to allow the use of sick leave in excess of that which may be accrued in a six-month period based on the circumstances of a given request.
ARTICLE 22: OTHER LEAVES OF ABSENCE
Section 1: Leave of Absence Without Pay: A leave of absence without pay, defined as five (5) or more consecutive days, may be granted in cases of emergency or where such absence would not be contrary to the best interests of the City. Such leave is not a right, but a privilege. Employees on authorized leave of absence without pay may not extend such leave without the expressed approval of the City Manager. A leave of absence is not considered a break in service of employment; however, no vacation or sick leave benefits shall be used for illness occurring during such leave nor shall any such benefits accrue. All requests for a leave of absence without pay must be submitted in writing to the City Manager, who shall approve or disapprove, based on the merit of the case. Such leaves shall not exceed twelve (12) months duration.
Failure of an employee to return to duty upon the termination of authorized leave of absence shall be cause for discharge.
Section 2: Unauthorized Leave of Absence: An unauthorized leave of absence shall be without pay, and reductions in the employee’s pay shall be made accordingly. An employee who is absent without leave for more than one (1) day may result in discharge. Such discharge shall not be subject to appeal, although an impacted employee shall be provided with notice of the intent to discharge and the right to be heard at a non-evidentiary hearing before the discharge may be imposed.
Section 3: Leave of Absence for Death Within the Immediate Family:
An employee is eligible to receive leave under this section if the employee has been employed by the City at least thirty days prior to the commencement of leave. If an employee loses an immediate family member, as defined in this section below, the employee will be allowed to take up to five (5) days leave with pay. Leave days under this section need not be consecutive, but shall be completed within three months of the date of death of the immediate family member. The City may request verification of death within thirty (30) days of death, or as may otherwise permitted by law.
For purposes of this paragraph, an immediate family member is defined as a spouse, child’s spouse, mother, father, stepmother, stepfather, brother, sister, child, stepchild, mother- in-law, father in-law, sister in-law, brother in-law, aunt and uncle, grandparent, spouse’s grandparent, or grandchild.
Packet Pg. 184 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
Section 4: Leave of Absence for Death Outside the Immediate Family: A permanent employee may be granted a Leave of absence without pay by the Department Head in the event of death of a family member other than one of the immediate family. Such leave is granted in accordance with Article 20, Section 1.
Section 5: Military Leave of Absence: State and other applicable laws shall govern the granting of military leaves of absence and the rights of employees returning from such absence. (See The Veteran’s Reemployment Rights Act, California Military Code Sections 395 et seq.) Section 6: Voting Leave: Time off with pay to vote at any general, direct primary, or presidential primary election, shall be granted as provided in the California Elections Code. Notice that an employee desires time off shall be in accordance with the provisions of said code.
Section 7: Jury Duty: Employees required to report for jury duty shall be granted a leave of absence with pay from his or her assigned duties until released by the Court, provided the employee remits to the City all fees received for such duty other than mileage and subsistence allowances within thirty (30) days after the termination of his or her jury services. If jury duty permits, an employee is expected to work a partial day. Part-time employees shall be entitled to jury leave with pay prorated to their scheduled workday.
Section 8: Subpoenas: Permanent employees who are subpoenaed to appear as a witness on behalf of the State of California or any of its agencies may be granted leave of absence with pay from their assigned duties until released. The employee shall remit all fees received for such appearance(s) to the City within thirty (30) days of the termination of his/her services. Compensation for mileage and subsistence allowances shall not be considered as a fee and shall be retained by the employee.
Section 9: Worker’s Compensation Hearing: Employees who have been injured in the course and scope of their employment with the City and who are required, as a result of such injury, to be absent from duty to take physical examinations required by the City’s Workers’ Compensation insurer or the Industrial Accident Commission or to attend hearings of the Industrial Accident Commission, may be granted leave with pay for such absences by the City Manager when s/he determines such absences are in the best interest of the CITY, and only if the employee is in pay status at the time of the scheduled examination or hearing.
Section 10: Family or Medical Leave: Employees are entitled to leave for family and medical purposes pursuant to the Family and Medical Leave Act and the California Family Rights Act. Computation of such leave, which may also be coordinated with leave for pregnancy related disabilities, can be exceedingly complex. The following policy provides general rules and guidelines. Any employee wishing to make use of available leave provisions should confer with the City Personnel Officer for further guidance and specific details.
A City employee with more than one (1) year of continuous service who has worked more than 1250 hours in the previous year and who meets all requirements of this section, may be entitled to take up to a total of four (4) months in a twenty-four (24) month period for unpaid family care or medical leave. This policy Packet Pg. 185 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
applies to all employees, including regular, temporary, or exempt, whether or not they have completed their probationary periods.
Family care or medical leave may be requested under the following circumstances:
A. Leave for reason of the birth of a child of the employee, the placement of a child with an employee in connection with the adoption of the child by the employee, or the serious illness of a child of the employee.
B. Leave to care for a parent or a spouse who has a serious health condition.
C. Leave to attend to the employee’s own serious health condition.
Serious health conditions mean an illness, injury, impairment, or physical or mental condition which warrants the participation of a family member to provide care during a period of the treatment or supervision and involves either inpatient care in a hospital, hospice, or residential health care facility, or continuing treatment or supervision by a health care provider.
An employee taking family care leave may elect, or the City may require the employee, to substitute employee’s accrued vacation leave or other accrued time off during this period. The employee shall not use sick leave during the period of family care leave unless mutually agreed to by the employer and the employee.
Any employee taking leave pursuant to this section shall continue to be entitled to participate in health plans, pension and retirement plans, and supplemental unemployment benefit plans to the same extent and under the same conditions as apply to an unpaid leave taken for any purpose other than family care.
The City may require the employee to pay premiums, at the established group rate, during the period of leave not covered by any accrued vacation or other accrued time off. However, the non-payment of premiums by an employee shall not constitute a break in service, for purposes of longevity, seniority under any collective bargaining agreement, or any employee benefit plan. In some instances, City shall pay employee’s share of premiums in order to insure full benefits, although employer is entitled to recover such monies once employee returns to work.
The City shall not be required to make payments for an employee to any pension and/or retirement plan, and the leave period shall not be required to be counted for purposes of time accrued under the plan.
However, an employee covered by a pension plan may continue to make contributions in accordance with the terms of the plan during the period of the leave.
During a family care leave the employee shall retain employee status with the CITY, and leave shall not constitute a break in service. An employee returning from leave shall return with no less seniority than the employee had when the leave commenced, for purposes of layoff, recall, promotion, job assignment, and seniority-related benefits.
If the employee’s need for a leave is foreseeable, the employee shall provide the employer with reasonable advance notice of the need for the leave.
Packet Pg. 186 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
The City may require that an employee’s request for leave to care for a child, a spouse, or a parent who has a serious health condition be supported by a certification issued by their health care provider of the individual requiring care. The certification shall include: the date on which the serious health condition commenced; the probable duration of the condition; an estimate of the amount of time that the health care provided believes the employee needs to care for the individual requiring the care; and a statement that the serious health condition warrants the participation of a family member to provide care during a period of the treatment or supervision of the individual requiring care.
Upon expiration of the time estimated by the health care provider, the City may require the employee to obtain recertification in accordance with the procedure provided in the above paragraph.
The City shall not be required to grant an employee family care leave which would allow the employee and the other parent of the child family care leave totaling more than the amount specified, nor to grant an employee family care leave for any period of time in which the child’s other parent is also taking family care leave from employment or is unemployed.
The City may refuse to grant a request for family care leave if necessary to prevent undue hardship to the operations of the CITY.
ARTICLE 23: STEWARD LEAVE
Designated Union steward(s) not exceeding one (1) at a time, shall be granted leave from duty without loss of pay for the purpose of meeting and conferring or representing an employee on matters within the scope of representation. The total number of stewards shall not be more than two (2). The Union shall notify the City in advance to identify the steward assigned at any given time. Such Union steward shall first obtain permission through the appropriate management channel before leaving his/her work or work location. Permission shall not be arbitrarily withheld but may be denied due to the operational needs of the department.
ARTICLE 24: UNIFORM/SAFETY BOOTS/PROVISION OF SAFETY EQUIPMENT/TRAINING Section 1: Uniform: The City will provide the required uniform clothing, which includes shirts and pants.
Section 2: Safety Boots: For the classifications of Maintenance Worker, Public Works Technician, Mechanic I, Mechanic II, and Public Works Supervisor upon administrative direction, the City shall reimburse field personnel on an annual basis, one time (1x) per calendar year two hundred and fifty dollars ($250) per employee for the purchase of safety boots. Field personnel may purchase more than one pair of boots, but it is understood that the maximum reimbursement from the City will be two hundred and fifty dollars ($250) in a calendar year. Annual boot reimbursement shall be paid in January of each year.
Packet Pg. 187 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
Section 3: Safety Equipment: The City will provide the required and necessary safety equipment.
Section 4: Training: The City shall commit to seek cost efficient training to improve employees’ skills, techniques, or efficiency, either individually or by class. The City Manager shall determine, on a case-by-case basis, the validity of particular training in meeting the above goals.
ARTICLE 25: HEALTH HAZARDS: INOCULATIONS
Employees who are exposed to health hazards by direct contact with raw sewage, industrial waste, human or animal waste, shall have the benefit of having the City arrange for inoculations for typhoid and paratyphoid fevers, tetanus, polio virus, and other inoculations recommended by the Monterey County Public Health Officer or a qualified Medical Provider.
ARTICLES 26: RECLASSIFICATION
The City Manager may re-classify an employee’s position title as a result of an increase or decrease in the work, duties, or responsibilities assigned. In some cases, positions may be reclassified to reflect the actual work, duties, responsibilities, or assignments more appropriately being performed. The City Manager may, upon reevaluation and determination that a substantial change in work assignments, or responsibilities has taken place, also increase or decrease the pay range and step of said position as appropriate. Either party may propose a re-classification at any time, or the City Manager will meet and confer with the Union. However, it is understood that the City Manager will make the final determination on any proposed reclassification.
ARTICLE 27: ADVANCE NOTICE
Except in cases of emergency, the Union shall be given reasonable written notice of any ordinance, rule, resolution, or regulation directly relating to matters within the scope of representation proposed to be adopted by the City Council and shall be given the opportunity to meet with the City representative prior to its adoption. Advance notice on matters subject to consultation, but outside the scope of representation, is desirable but not mandatory.
ARTICLE 28: RE-EMPLOYMENT
A regular full-time employee who has been laid off due to a Reduction in Force and re-employed by the City within 12 months of the layoff shall be entitled to, upon re-employment:
(a) Restoration of fifty percent (50%) of all sick leave credited to the employee’s account at the time of layoff, and;
(b) Credit for prior service for the purpose of determining vacation accrual rate, and; (c) Starting at the same step at the time of layoff if re-employed back to the same position.
However, if re-employed to another position, then the usual progression through the steps will ensue.
ARTICLE 29: DISCIPLINARY ACTION
Packet Pg. 188 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
Please refer to Exhibit A for the Disciplinary Action Procedures of the City’s Personnel Rules and Procedures that are included for reference purposes only and are not to be considered a part of this negotiated Memorandum of Understanding.
ARTICLE 30: GRIEVANCE PROCEDURES
Please refer to Exhibit B for the Grievance Procedures of the City’ Personnel Rules and Procedures that are included for reference purposes only and are not to be considered a part of this negotiated Memorandum of Understanding.
ARTICLE 31: APPOINTMENT OF AD HOC EMPLOYEE BENEFIT COMMITTEE The City Manager may, at his/her discretion, designate an Employee Benefits Committee to review, analyze, and make recommendations to the City Manager regarding the annual employee’s benefits programs.
ARTICLE 32: COPIES OF THE PERSONEL RULES AND REGULATIONS The City agrees to provide a copy of the Personnel Rules and Regulations to all the employees of this bargaining group and maintain at least one copy at the Public Works Maintenance Yard.
ARTICLE 33: SCOPE AND TERM OF AGREEMENT
Section 1: It is the intent of the parties hereto that the provisions of this Agreement shall supersede all contrary provisions of prior agreements; or salary and/or personnel resolutions, oral or written, expressed or implied, between the parties. This Agreement is not intended to conflict with Federal or State law.
Section 2: The parties acknowledge that the City Council will adopt this Agreement by Resolution and that said Resolution shall remain in full force and effect during the life of this Agreement.
ARTICLE 34: NO STRIKE-NO LOCKOUT
Section 1: The Union, its officers, agents, representatives, and/or members agree that during the term of this Agreement they will not cause or condone any strike, walkout, slowdown, sickout, or any other job action by withholding or refusing to perform services.
Section 2: The City agrees that it shall not lockout its employees during the term of this Agreement.
The term “lockout” is hereby defined so as not to include the discharge, suspension, termination, and layoff, failure to recall or failure to return to work of employees of the City in the exercise of its rights as set forth in any of the provisions of this Agreement or applicable ordinance or law.
Packet Pg. 189 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991)
Section 3: Any employee who participates in any conduct prohibited in Section 1 above may be subject to disciplinary action up to and including discharge.
Section 4: In an event that any one or more officers, agents, representatives, or members of the Union engage in any of the conduct prohibited in Section 1 above, the Union shall immediately instruct any persons engaging in such conduct that their conduct is in violation of this MOU and is unlawful and they must immediately cease engaging in conduct prohibited in Section 1 above and return to work.
ARTICLE 35: AUTHORIZED AGENTS
Authorized Agents, for the purpose of administering the terms and provisions of the Memorandum of Understanding shall be:
A: Representing the City of Gonzales
City Manager
P.O. Box 647
Gonzales, California 93926
B: Representing the Union:
Painters & Allied Trades District Council 36
District Council 36
1155 Corporate Center Circle Drive
Monterey Park, CA 91754
ARTICLE 36: TERM
This Agreement shall be effective January 1, 2025 and shall continue in full force and effect through December 31, 2026. Thereafter, it shall automatically renew itself and continue in full force and effect from year to year unless written notice to modify this Agreement is given by either party other no later than 60 days prior to December 31, 2026, or 60 days prior to June 30th of any succeeding year. _________________________ _________________________________ Carmen Gil, City Manager Jared Hanson, Field Representative City of Gonzales Painters and Allied Trades District Council 36 On behalf of Local Union #1991
_________________________ _________________________________ Mike Howard Jaime Vasquez
City of Gonzales Union Steward
Packet Pg. 190 Attachment: Resolution No. 2025-71 with MOU (3367 : Resolution No. 2025-71 MOU with Local Union 1991) City of Gonzales
COMMUNITY DEVELOPMENT DEPARTMENT
STAFF REPORT
TO: Honorable Mayor Rios and City Council
DATE: September 15, 2025
FROM: Taven Kinison Brown, Community Development Director THROUGH: Carmen Gil, City Manager
SUBJECT: Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149
RECOMMENDATION
Staff recommends that the City Council:
• Adopt Ordinance No. 2025-148, An Ordinance of the City Council of the City of Gonzales Approving the Pre-zoning of the Vista Lucia Project Area to Zoning Districts as Designated in the Vista Lucia Specific Plan.
• Adopt Ordinance No. 2025-149, An Ordinance of the City Council of the City of Gonzales Approving a Development Agreement Between the City of Gonzales and Cielo Grande Ranch, LLC Relative to the Development Known as Vista Lucia.
BACKGROUND
On September 2, 2025, the City Council introduced, waived the first reading, and read by title only Ordinance No. 2025-148 and Ordinance No. 2025-149. Public Notice for announcing the consideration and adoption of these ordinances was published on August 20, 2025. Neither ordinance will be actuated until such time as the Local Agency Formation Commission (LAFCo) has authorized annexation of the Vista Lucia project area into the City of Gonzales.
REVIEW AND ANALYSIS
Ordinance No. 2025-148 is the vehicle that puts into place the pre-zoning for the land uses to be applied to the project areas. As part of the action to consider the Project and annex the Property into the City of Gonzales, it is required that an ordinance be adopted by the City Council approving and indicating the “pre-zoning” for the area to be annexed. This pre-zoning designation would then be applied to the official AGENDA
ITEM
20 Packet Pg. 191
zoning map of the City upon certification of the annexation and would take immediate effect.
The purpose of pre-zoning is for the City and LAFCo to determine the impact that would occur upon annexation of lands, the conversion of lands from their existing uses, and the potential impact of future development based on the zoning changes. Pre-zoning in this case would be defined in general terms on the Zoning Map by a Vista Lucia Specific Plan Zone with specific property designations defined within the Specific Plan itself, consistent with the map identified in Figure 2-1 on Page 2-7 of the Specific Plan.
Ordinance No. 2025-149 is the vehicle that puts into place the Development Agreement between the City of Gonzales and the Cielo Grande Ranch LLC (Developer).
The City and the developer have negotiated a Development Agreement to cover items related to the Project and the provision and timing of infrastructure and utilities in the area. The Agreement, which is located as Exhibit A to Ordinance 2025-149, in summary addresses the following key items of significance among other items.
• Right to Development – The Agreement gives the developer the vested right to develop 3,498 residential dwelling units and up to 96,000 square feet of commercial space, per the Specific Plan. • Affordable Housing Obligations – The Agreement outlines all requirements related to Affordable Housing, which are described earlier in the report under the section outlining the Specific Plan. • Payment of Impact Fees – Impact Fees will be those in effect, and subject to increases and decreases throughout the term of the agreement. Circulation, Sewer and Water fees shall be paid at the issuance of building permits, other City impact fees at certificate of occupancy. • Community Improvement Contribution – A voluntary $200 fee per residential unit will be paid with each certificate of occupancy to benefit the Gonzales community as specified in the Development Agreement.
• Agricultural Mitigation – The project will comply with the agricultural mitigation requirements of the City and Monterey County LAFCo.
• Construction of Public Improvements – The Development Agreement outlines the requirements as it relates to the construction of the public improvements to serve the Project. • Phasing – The project has a general phasing plan within the Specific Plan; however, the Development Agreement allows for the developer to have flexibility as to the order of development, subject to available infrastructure and the annexation phasing plan. • Dedications of Land for Public Use – The Development Agreement calls for the dedication of land for public uses, such as school sites, parks, a public safety site, and storm water facilities. • Fanoe Road and Vista Lucia Parkway – The Developer is required to acquire the necessary property and build all interim improvements to ensure that the road connection is available from Fanoe Road to Associated Lane (to be renamed Vista Lucia Parkway) to US 101 prior to the issuance of the first certificate of occupancy for the project. • US 101 / North Alta Interchange – The parties acknowledge that improvements to the northern US 101 interchange will be required, and that impact fees will be used to fund construction.
Packet Pg. 192
• Formation of Financing District – The Developer will assist in the formation and creation of the necessary District to fund the ongoing expenditures to provide public services and maintain public facilities within the development.
ENVIRONMENTAL REVIEW
In Resolution No. 2025-09, approved by the City Council on September 2, 2025, the City Council certified the Vista Lucia Project Final Environmental Impact Report (SCH#2020039056), adopted a Mitigation Monitoring Reporting Program (MMRP), adopted CEQA Findings of Fact and a Statement of Overriding Considerations. This resolution and its associated documentation support the approval of the Vista Lucia project as a whole, and its individual components and actions, such as the prezoning and development agreement in this instance.
Explain the Recommendation and How it Supports the Vision Gonzales will continue to be a safe, clean, family-friendly community, diverse in its heritage, and committed to working collaboratively to preserve and retain its small-town charm.
Explain: Annexation and construction of the Vista Lucia Project will provide much-needed housing and additional employment opportunities, while creating a permanent northern agricultural edge for the city to ensure that it keeps its small-town character.
Explain how the Recommendation Directly Implements the Mission The City Council and Staff of the City of Gonzales will realize our Vision by providing the leadership, commitment, and resources necessary to provide excellent services that enhance the quality of life of our diverse community.
Explain: Development of housing opportunities in Gonzales is needed to improve opportunities for future generations to remain in Gonzales and provide greater economic opportunities ensuring that the City can improve the quality-of-life services that are provided to the community.
Strong fiscal policies allow us to provide appropriate infrastructure for:
• Public Safety X Yes No N/A
• Housing X Yes No N/A
• Recreation X Yes No N/A
• Environment X Yes No N/A
• Education X Yes No N/A
Explanation: Please see the Vision above.
ALTERNATIVES
Not adopting Ordinance No. 2025-148 and Ordinance No. 2025-149 would delay the City from making our annexation application to LAFCo to expand our city limits around the project site.
BUDGET IMPACT
According to the report completed by Willdan Financial Services related to the Vista Lucia Project, it is projected upon buildout that the City would receive $3,222,820 in annual revenue from property taxes, Packet Pg. 193
increased sales taxes and other ancillary revenues with $6,496,252 in expenses to provide services to the annexation area, resulting in a deficit of $3,272,433 per year. The requirement of the project proponents to create a Community Facilities Districts or other long-term financing mechanism has been required to offset this deficit and make the Project revenue neutral.
Additionally, the City would receive one-time revenues associated with permit fees, local sales taxes from construction materials, indirect taxes from short-term construction jobs, and an anticipated one-time development impact fees (adjusted for any credits for identified improvements constructed by the applicant) of over $140 million over time upon full build-out of the Project to offset the capital construction costs to accommodate future growth in the City of Gonzales.
SCHEDULE
Following this second reading and adoption of the ordinances, staff will be making an annexation application to the Local Agency Formation Commission, (LAFCo).
Following LAFCo staff review, and a LAFCo public hearing to the affirmative, the City and applicant will be provided with the conditional requirements to achieve incorporation. Upon incorporation, all city pre-approvals to date will come into effect and the City will formally have the authority to administer land use regulations and development within the new City areas.
RECOMMENDATION
It is Recommended that the City Council:
• Adopt Ordinance No. 2025-148, An Ordinance of the City Council of the City of Gonzales Approving the Pre-zoning of the Vista Lucia Project Area to Zoning Districts as Designated in the Vista Lucia Specific Plan.
• Adopt Ordinance No. 2025-149, An Ordinance of the City Council of the City of Gonzales Approving a Development Agreement Between the City of Gonzales and Cielo Grande Ranch, LLC Relative to the Development Known as Vista Lucia.
Attachments:
1. Ordinance No. 2025-148 - PreZoning
2. Ordinance No. 2025-149 - Development Agreement
Packet Pg. 194
ORDINANCE NO. 2025-148
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GONZALES
APPROVING THE PRE-ZONING OF THE VISTA LUCIA SPECIFIC PLAN PROJECT
AREA TO ZONING DISTRICTS AS DESIGNATED IN THE VISTA LUCIA SPECIFIC PLAN
WHEREAS, the adopted City of Gonzales 2010 General Plan defines and designates certain lands for urban growth and development within areas designated by the General Plan; and WHEREAS, the City of Gonzales and the County of Monterey developed, adopted, and signed a Memorandum of Agreement (MOA) in 2014, incorporated herein by reference, to cooperate on common planning, growth, and development issues; and WHEREAS, the MOA established planning principles for both parties to promote logical and orderly development, to direct development away from the best agricultural lands, to stay within the urban growth boundary established by the City’s General Plan and the MOA, and to provide compact urban form development through the use of specific plans; and WHEREAS, the Monterey County Local Agency Formation Commission (“LAFCo”) is the agency with jurisdiction over Sphere of Influence (SOI) amendments and reorganizations of boundaries within Monterey County; and
WHEREAS, the Planning Commission of the City of Gonzales conducted a noticed public hearing on March 10th, 2025 and recommended to the City Council that the City proceed to apply to LAFCo for reorganization, including annexation of approximately 771 acres of property (“Subject Property”) to the city, which requires that the City of Gonzales pre-zone the subject property; and
WHEREAS, on September 2nd, 2025, the City Council conducted a noticed public hearing to consider initiating the pre-zoning of the property, and considered the staff report and oral report for this item; and
WHEREAS, notice of the public hearing on this resolution was given and published in the manner required by law and by the City of Gonzales, and the public hearing on this resolution was held on September 2nd, 2025 before the City Council; and WHEREAS, the City of Gonzales complied with the requirements of the California Environmental Quality Act (“CEQA”), and considered and certified the Final Environmental Impact Report for the City of Gonzales 2010 General Plan, the 2014 General Plan EIR Sphere of Influence Expansion Addendum and the City Council has reviewed and taken action to adopt the Final Environmental Impact Report for the proposed Vista Lucia Project; and NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Gonzales as follows:
Packet Pg. 195 Attachment: Ordinance No. 2025-148 - PreZoning (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) ORDINANCE No. 2025-148
SECTION 1. Findings for Adoption of Pre-zoning and Amendment of the Zoning Map The City Council hereby makes the following findings concerning the pre-zoning of property and amendment to City zoning map proposed by Cielo Grande Ranch, LLC pursuant to Gonzales City Code Section 12.44- Amendments:
1. That the proposed pre-zoning is consistent with the general plan.
The City General Plan designation for the project site is currently Neighborhood Residential and the project area is identified as a specific plan area in the General Plan. As part of the proposed development, the request includes a concurrent General Plan Amendment to amend the site to Vista Lucia Specific Plan, to support development of the Project as allowed in the Gonzales City Code. All other existing sections of the Gonzales General Plan support the development of the Vista Lucia project and annexation in the City, and therefore the proposed pre-zoning is consistent with the General Plan.
The zoning standards and regulations within this site shall be those found in the adopted Vista Lucia Specific Plan, dated December, 2024, and attached to this Ordinance by reference as Exhibit A. Future Specific Plan Amendments to this plan may be made in accordance with Section 6.2.1 of the Vista Lucia Specific Plan and Section 12.44 of the Gonzales City Code.
2. That the proposed zoning and/or amendment will be beneficial to and not detrimental to the public health, safety, or welfare.
Pre-zoning the Project site to the zoning designations as determined in the Vista Lucia Specific Plan is consistent with the amended General Plan’s vision for the project site. The proposed prezoning district will be beneficial to the public health, safety, and welfare by allowing the Vista Lucia Project to be established on the Project site with appropriate conditions to ensure the public health, safety and welfare of the community and ensure compatibility with existing and proposed development on surrounding properties, including proximity to agricultural resources and as the project is proposed incorporates numerous elements and mitigation measures which will advance public health, safety, and welfare.
SECTION 2. Adoption of Pre-zoning and Amendment of the Zoning Map.
Based on the findings set forth in the preceding section, the City Council ordains that the official pre-zone adopted for Assessor’s Parcel Number 223-031-024, -025 and -027 containing approximately 771 acres located east of Fanoe Road shall be the Vista Lucia-Specific Plan (“VLSP”) with Zoning Districts as outlined in Section 2 of the Specific Plan and further amends the Zoning Map as referred to in Section 12.56.030 of the Gonzales City Code and depicted on Exhibit B attached hereto and by reference incorporated herein. The City Council finds that the Vista Lucia Specific Plan contains modifications of standards contained in the Gonzales City Code that are applicable within and only within the Vista Lucia Specific Plan boundaries.
Packet Pg. 196 Attachment: Ordinance No. 2025-148 - PreZoning (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) SECTION 3. Compliance with the California Environmental Quality Act.
The City Council has adopted a Final Environmental Impact Report, which evaluated the impacts of implementation of this ordinance, including the Mitigation Monitoring and Reporting Program and CEQA Findings of Fact and Statement of Overriding Consideration.
SECTION 4. Effective Date.
This ordinance shall be in full force and effective 30 days after its adoption and shall be published and posted as required by law.
1. The City Council finds and takes action to amend designate the subject property “VL-SP” (Vista Lucia-Specific Plan), as written in Section 2.2 of the Vista Lucia Specific Plan and illustrated on the map in Exhibit B, in Pre-zoning the land within the plan area, and adopted the CEQA and Project Findings, incorporated herein by reference.
2. The City Council finds that pre-zoning of the subject properties becomes officially effective upon LAFCO’s action of final certification of the annexation of the properties to the City of Gonzales.
This Ordinance was introduced and first read by the City Council of the City of Gonzales at a regular meeting on the 2nd of September 2025, thereafter; adopted at a regular meeting of the City Council on the 15th day of September 2025, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
______________________________
Jose L. Rios, The Honorable Mayor
ATTEST:
___________________________________
Mary Villegas, Deputy City Clerk
Packet Pg. 197 Attachment: Ordinance No. 2025-148 - PreZoning (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) Figure 2
-1: Land Use Designations and Zoning Districts
Exhibit A: Pre-zoning Map
Packet Pg. 198 Attachment: Ordinance No. 2025-148 - PreZoning (3359 : Adoption of Ordinance No. 2025-148 and ORDINANCE NO. 2025-149
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GONZALES
APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF
GONZALES AND CIELO GRANDE RANCH, LLC RELATIVE TO THE
DEVELOPMENT KNOWN AS VISTA LUCIA
WHEREAS, the City of Gonzales has received a request to consider a Development Agreement initiated by Cielo Grande Ranch, LLC, establishing relevant property development rights associated with proposed development on 771 acres of property located east of Fanoe Road adjacent to the eastern edge of the City of Gonzales city limits; and WHEREAS, the City and Cielo Grande Ranch, LLC, believe that execution of a Development Agreement will assist in the timely, efficient, orderly and proper development of the property; and
WHEREAS, the City Council complied with the requirements of the California Environmental Quality Act (“CEQA”), and has independently reviewed and considered the Final Environmental Impact Report for the City of Gonzales 2010 General Plan, the 2014 General Plan EIR Sphere of Influence Expansion Addendum and the City Council has certified the Final Environmental Impact Report, and adopted CEQA Findings of Fact and Statement of Overriding Consideration for the proposed Vista Lucia Project; and
WHEREAS, on March 10th, 2025, the Planning Commission conducted a duly noticed public hearing to consider a recommendation to the City Council on the proposed Development Agreement, and considered the Staff Report and oral report for this item, and all public comments; and
WHEREAS, on September 2nd, 2025, the City Council conducted a duly noticed public hearing to consider the Planning Commission recommendation on the proposed Development Agreement, and considered the written and oral Staff Report, and all public comments and correspondence received.
NOW, THEREFORE BE IT ORDAINED that the City Council of the City of Gonzales adopts an ordinance that approves the Development Agreement as follows:
SECTION 1. All of the recitals set forth above are true and correct to the best of the Council’s knowledge, and by this reference, are incorporated herein.
SECTION 2. The City Council accepts the Planning Commission’s recommendation concerning adoption of a Development Agreement between the City of Gonzales and Cielo Grande Ranch, LLC.
SECTION 3. The City Council has evaluated the consistency of the proposed Development Agreement with the City’s procedures and requirements for development agreements as set forth in City Council Resolution No. 2003-42 and has determined that the Development Agreement:
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1. Is consistent with the objectives, policies, general land uses and programs specified in the City of Gonzales General Plan. The Development Agreement does not expand, diminish, or modify in any way the scope of uses or the development potential established by adoption of the Vista Lucia Specific Plan, Vesting Tentative Map 2023-01, or the PreZoning designation assigned to the property in the Gonzales City Code.
2. Is in conformity with public convenience, general welfare and good land use practices.
Nothing in the Development Agreement is adverse to the public convenience or welfare.
To the contrary, adoption of the Agreement and acceptance by the parties will improve the likelihood for successful development of the Vista Lucia Project which will be of broad public benefit in terms of job and economic growth, and the orderly development of the City. Use of development agreements is a land use regulatory practice established by the State legislature and confirmed by City Council adoption of Resolution No. 2003-42.
3. Will not be detrimental to the health, safety and general welfare of persons residing in the immediate area nor detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the City as a whole. The area addressed by the Development Agreement is unoccupied by residents at this time and there are no businesses currently in operation. The Development Agreement will provide certainty with respect to responsibilities for and financing of certain public improvements associated with the Vista Lucia Project and will therefore benefit not only the project site, but the entire vicinity by assisting in the timely completion of these improvements.
4. Will not adversely affect the orderly development of property or significantly impact the preservation of property values. The Development Agreement is intended to enhance the orderly development of the Vista Lucia Project site and off-site road improvements and is fully consistent with the conditions and requirements of Vesting Tentative Map 2023-01.
5. Is consistent with the provisions of Government Code Section 65864 through 65869.5. The Development Agreement has been prepared to address the required elements of content and the findings established by the Government Code, has been processed in the manner required by the Government Code and has been subject to properly noticed hearings before the Planning Commission and City Council. Moreover, City Council Resolution No. 2003- 42 was adopted to establish procedures in compliance with Government Code Sections 65864 through 65869.5 and this Development Agreement has been processed in substantial compliance with Resolution 2003-42.
SECTION 4. The Development Agreement, a copy of which is attached hereto as Exhibit A and by this reference incorporated herein, is hereby approved, and the Mayor is hereby authorized and directed to execute the same on behalf of the City of Gonzales. The City Clerk is directed to record an executed copy of the Development Agreement with the County Clerk.
SECTION 5. This Ordinance shall be in full force and effect commencing thirty (30) days after the date of its final passage and a summary hereof shall be published once within fifteen (15) days Packet Pg. 200 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) of passage in the Salinas Valley Tribune, a newspaper of general circulation printed and published in the County of Monterey and circulated in the City of Gonzales.
This Ordinance was introduced and first read by the City Council of the City of Gonzales at a regular meeting on the 2nd of September 2025, and adopted at a regular meeting of the City Council on the 15th day of September 2025, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
______________________________
Jose L. Rios, The Honorable Mayor
ATTEST:
___________________________________
Mary Villegas, Deputy City Clerk
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Development Agreement
by and between
the City of Gonzales and Cielo Grande Ranch, LLC,
relative to the Development known as
Vista Lucia
This Development Agreement (hereinafter “Agreement”) is entered into as of the City Approval Date (hereinafter defined) by and among the CITY OF GONZALES, a municipal corporation (the “City”), and CIELO GRANDE RANCH, LLC, a California limited liability company (“CGR”).
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, on June 2, 2003, the City adopted Resolution No. 2003-42 which established procedures and requirements for Development Agreement pursuant to Government Code Sections 65864-65869.5; WHEREAS, this Agreement relates to the development known as the Vista Lucia Project (Project), a mixed-use residential, commercial, and public use community planned by CGR on that certain 771 acres of real property identified in Exhibit A attached hereto and incorporated herein (the Project Area); WHEREAS, the Project Area is presently located outside the City’s limits but within the City’s Sphere of Influence;
WHEREAS, CGR holds an equitable interest in the Project Area and has requested that the Project Area be annexed into city limits, and that the Planning Commission (hereinafter defined) and the Council (hereinafter defined) take certain actions relating to development of the Project Area, all as more particularly set forth herein;
WHEREAS, the Project includes buildout of two neighborhoods, the western Santa Lucia Neighborhood and the eastern Gabilan Neighborhood, which may contain up to 3,498 units; WHEREAS, given the significant size and scope of the Project, the City and CGR desire to confirm the rights and obligations of the Parties respective to the Project buildout and to ensure that the Project is diligently constructed in a safe and efficient manner; and WHEREAS, the terms and conditions of this Agreement have undergone extensive review by the City staff, the Planning Commission, and the Council and have been found to be fair, just, and reasonable; WHEREAS, the best interests of the residents of the City of Gonzales and the public health, safety and welfare will be served by entering into this Agreement; WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Project Area, ensure installation of necessary improvements, provide for public services Exhibit A
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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., 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, CGR 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 Development Approvals 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 “Annexation” means approval by the Monterey County Local Agency Formation (LAFCo) Commission of the City’s application to annex the Project Area into the city limits of the City of Gonzales.
1.1.3 “Block” means a portion of the Santa Lucia Neighborhood or Gabilan Neighborhood presently identified by numbers 1 through 30 in the Land Use Plan of the Specific Plan.
1.1.4 “City” means the City of Gonzales, a municipal corporation.
1.1.5 “City Approval Date” means _____________ 2025, which is the date this Agreement was approved by the Council pursuant to Ordinance No. .
1.1.6 “City Attorney” means the person holding the office of the same name or the equivalent in the City.
1.1.7 “City Clerk” means the person holding the office of the same name or the equivalent in the City.
1.1.8 “City Manager” means the person holding the office of the same name or the equivalent in the City.
1.1.9 “Council” means the elected members of the public serving as the City Council of the City of Gonzales.
1.1.10 “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.
1.1.11 “Development Approvals” means the Project’s permits, approvals, and entitlements approved or issued on the City Approval Date which are listed in Exhibit B attached hereto and incorporated herein by this reference. “Subsequent Development Approvals” are permits, approvals, and entitlements obtained after the City Approval Date but prior to the Packet Pg. 203 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 3 of 46
expiration of the Term of this Agreement, which are consistent with the General Plan and the Specific Plan.
1.1.12 “Development Exaction” means any requirement of the City in connection with or pursuant to any Land Use Regulations and 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.
1.1.13 “Effective Date” means the date a Certificate of Completion for any portion of or all of the Project Area is recorded in the Official Records.
1.1.14 “Enacting Ordinance” means Ordinance No. of the Council adopted by the Council on , 2025, as set forth in Resolution No. 2025- authorizing the City to enter into this Agreement.
1.1.15 “Environmental Impact Report” means the Environmental Impact Report for the Vista Lucia Specific Plan certified by the Council on , 2025, as set forth in Resolution No. - , and on file with the City Clerk.
1.1.16 “Existing Land Use Regulations and Ordinances” means all Land Use Regulations and Ordinances in effect and a matter of public record as of the City Approval Date.
1.1.17 “General Plan” means The City of Gonzales General Plan adopted by the Council on , as set forth in Resolution No. , and on file with the City Clerk.
1.1.18 “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.
1.1.19 “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.
1.1.20 “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.
1.1.21 “Low Income Housing Unit” means a residential housing unit required by a deed restriction to be offered for rent or sale to a qualified low-income household identified by the California Department of Housing and Community Development and/or the Monterey County Housing Authority.
1.1.22 “Master Developer” means Cielo Grande Ranch, 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, all as more particularly set forth in the Assignment Agreement executed by Master Developer and the individual or entity assuming the obligations of Master Developer as to all or a portion of the Project Area (see Section 2.5.1 below). Only those individuals or entities to which Master Developer has assigned the title of Master Developer shall be recognized by the City as being a Master Developer.
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1.1.23 “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 Gonzales City Code (“City Code”) of the City, and the City’s Building, Electrical, Mechanical, Plumbing, and Fire Codes.
1.1.24 “Owner” means Master Developer, and/or any entity that succeeds to the interest of Master Developer with respect to all or any portion of the Project Area and has not been identified as Master Developer pursuant to Section 1.1.22 above.
1.1.25 “Planning Commission” means the appointed members of the public serving as the Planning Commission of the City of Gonzales.
1.1.26 “Project” means Development of the Project Area contemplated by the Specific Plan, as such Specific Plan may be further defined, enhanced, amended, or modified.
1.1.27 “Project Area” means the real property described on Exhibit A to this Agreement, attached hereto and incorporated herein by this reference.
1.1.28 “Specific Plan” means the Vista Lucia Specific Plan, including all exhibits and appendices, adopted for the Project Area by the Council on , 2025, and on file with the City Clerk, as amended, pursuant to Ordinance No. 2025- , adopted by the Council on , 2025, and on file with the City Clerk.
1.1.29 “Subsequent Land Use Regulations and Ordinances” means those Land Use Regulations and Ordinances adopted and effective after the Effective Date of this Agreement.
1.1.30 “Very Low Income Housing Unit” means a residential housing unit required by a deed restriction to be offered for rent or sale to a qualified very low-income household identified by the California Department of Conservation and Development and/or the Monterey County Housing Authority.
1.1.31 “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.
1.3 Exhibits. The following documents are attached to this Agreement as exhibits hereto:
Exhibit A Legal Description of the Project Area
Exhibit B Development Approvals
Exhibit C The Road Improvements
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2. GENERAL PROVISIONS.
2.1 City Approval Date/Effective Date. Following the City Approval Date, the City shall submit an application to the Monterey County Local Formation Commission (“LAFCo”) requesting that LAFCo approve the City’s request for Annexation of the Project Area into city limits (the “Application for Annexation”). Provided LAFCo approves the Application for Annexation, the Agreement shall become effective on the Effective Date. Any and all references to obligations related to a certain date shall run from the Effective Date. In the event LAFCo denies the Application for Annexation or fails to act within two (2) years of the City Approval Date, this Agreement shall never become effective and shall be null and void.
2.2 Binding Effect of Agreement. This Agreement shall become a covenant running with the land and binding on the City and Master Developer as of the Effective Date.
2.3 Ownership of the Project Area. Master Developer represents and covenants that it holds an equitable interest in the Project Area.
2.4 Term. Notwithstanding any other provision of this Agreement, the term of this Agreement shall commence on the Effective Date and shall continue for a period of twenty (20) years thereafter (the “Term”), unless sooner terminated or extended as hereinafter provided.
2.4.1 Extensions. Master Developer may submit two (2) requests to extend the Term by five (5) years each by providing the City with a written request no later than sixty (60) days prior to expiration of the Term. Prior to expiration of the Term, the Council shall consider the Master Developer’s request for an extension during a public meeting, at which Master Developer shall be provided the opportunity to present the reasoning and supporting documentation for the request. The Council may grant Master Developer’s request for each request for an extension of the Term if the Council finds that Master Developer is not in default under this Agreement and that Master Developer has demonstrated efforts to advance and construct the Project, including but not limited to the number of applications for grading or building permits, any marketing materials, and any other evidence that Master Developer is diligently pursuing the Project. The Council may consider market conditions in determining whether to grant any extension.
2.4.2 Effect of an Extension of the Term. An extension of the Term of this Agreement pursuant to the foregoing provisions shall not be deemed an amendment of this Agreement.
2.4.3 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, as the same may be extended pursuant to Section 2.4.1 above, 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.
2.4.4 Reasonable Estimate. The Term has been established by the parties as a reasonable estimate of the time required to implement the necessary requirements of the 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 Packet Pg. 206 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 6 of 46
from the Project, particularly, but not limited to Development of affordable housing, the public facilities, educational 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 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.
2.4.5 Effect of Expiration. Expiration of the Term shall not affect any rights of the Master Developer and Owners arising from the Development Approvals.
2.4.5.1 If any tentative map, final map, or 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.
2.4.5.2 Pursuant to California Government Code §66452.6(a), the term of tentative maps, final maps, parcel maps, or any re-subdivision or amendment to the tentative maps or final maps (including any lot line adjustment or merger of lots within the tentative maps or final maps) for the Project Area, or any part thereof, or any other tentative maps or parcel maps filed subsequent to the City Approval Date of this Agreement shall automatically be extended for the Term of this Agreement.
2.5 Assignment. No sale or transfer of the Project Area or any portion thereof shall require an amendment to this Agreement when performed in accordance with the provisions of this Agreement.
2.5.1 Assignment. Neither Master Developer nor any Owner shall have an obligation to seek the consent of the City Manager or the Council 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 Manager a written assignment and assumption agreement (“Assignment Agreement”) fully executed by Master Developer or the Owner, and the buyer, whereby buyer assumes those obligations of Master Developer or the Owner identified in the Assignment Agreement relating to that portion of the Project Area acquired by buyer. The Assignment Agreement shall identify not only that portion of the Project Area acquired by the buyer, but the total number of residential dwelling units and/or commercial square footage assigned to the buyer.
Upon delivery of the Assignment Agreement to the City Manager, 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 Agreement.
2.5.2 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 and improved and for which a certificate of occupancy has been granted by the City shall be released from the obligations under this Agreement. The City Manager shall, upon written request made by Master Developer or an Owner to the City Manager, determine if the Agreement has been terminated with respect to any parcel or lot within the Project Area, and shall not unreasonably withhold, condition, or delay termination as to that lot or parcel. Upon termination of this Agreement Packet Pg. 207 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 7 of 46
as to any lot or parcel, the City Manager shall upon Master Developer’s or an Owner’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 and each Owner 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 or any Owner’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. City may charge all costs for the preparation and recordation of any notices of termination requested by Master Developer or an Owner.
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 shall be approved by City ordinance. Notwithstanding the foregoing, no public notice or hearing shall be required for any amendment which 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, (v) the maximum height or size of proposed structures, or (vi) any conditions, terms, restriction and requirements relating to subsequent discretionary actions relating to design, improvement, construction standards and specifications, improvement and construction standards, or any other condition or covenant relating to the use of the Project Area.
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 as long as any such amendment is consistent with this Agreement. All Subsequent Development Approvals shall be automatically incorporated into this Agreement, shall be deemed Vested upon approval, and shall be an integral part hereof.
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 Manager (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 Packet Pg. 208 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 8 of 46
Master Developer and any Owners. If Master Developer or any Owners disagrees with any such interpretation, Master Developer and/or any Owner may appeal that interpretation to the Planning Commission by means of a notice in writing delivered to the Planning Commission within thirty (30) days of receipt of the City’s Manager’s interpretation which notice shall specify 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 Manager’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 Manager. Either party may appeal the decision of the Planning Commission to the Council, which shall follow the Planning Commission process set forth above in reviewing any appeal to a Planning Commission decision. The decision of the 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 2.4 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 4.6.2 below, the adoption of a referendum measure overriding or repealing the Enacting Ordinance approving this Agreement;
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;
3.3.5 Master Developer elects not to acquire any portion of the Project Area; or
3.3.6 Cancellation pursuant to a Non-Compliance Finding, all as more particularly set forth in Section 8.4 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 overnight delivery, certified mail, postage prepaid. Notice required to be given to the City shall be addressed as follows:
City of Gonzales
P.O. Box 647
147 Fourth St.
Gonzales, CA 93926
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Attn: City Manager
[email protected]
(831) 675-5000
With a copy to:
Jarvis Fay LLP
555 12th St., Suite 1630
Oakland, CA 94607
Attn: City Attorney for the City of Gonzales
[email protected]
(510) 238-1400
Notices required or provided for under this Agreement to be given to Master Developer shall be addressed as follows:
Cielo Grande Ranch, LLC
305 Vineyard Town Center #295
Morgan Hill, CA 95037
Attn: Manager
[email protected]
(408) 210-3190
With a copy to:
Hardt Mason Law
1145 Teresa Lane
Morgan Hill, CA 95037
Attn: Katharine Hardt-Mason
[email protected]
(408) 373-3770
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 Packet Pg. 210 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 10 of 46
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 indemnify, defend, and hold the City and the City’s elected and appointed officials, officers, agents, employees, contractors, consultants, and other third parties retained by the City (the “City Parties”) harmless from any and all claims, actions, or proceedings against the City or City Parties to challenge, attack, set aside, void, or annul this Agreement and/or any approval by the City concerning the Project, including any challenges to the Environmental Impact Report, associated environmental review, and for any and all costs, attorneys fees, and/or damages arising therefrom, and from any and all claims, liability, and damages of any kind, including but not limited to 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, 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 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 for its defense beyond costs incurred up to and including the date of abandonment should the City elect to continue to litigate the particular issue. The preceding sentence shall in no way limit Master Developer’s and each successor Owner’s indemnity obligations for liability or damages of any kind as otherwise provided in this Section 3.7.
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 4.6 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 as it appeared on the City Approval Date, which permits the construction of up to 3,498 residential dwelling units and up to 96,000 square feet of commercial space, all as more particularly set forth in the Specific Plan.
Notwithstanding the foregoing, the City and Master Developer may modify the development plan set forth in the Specific Plan, including an increase in the number of residential dwelling units and total square feet of commercial space as set forth below, provided any such actions comply with the Land Use Regulations and Ordinances.
Packet Pg. 211 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 11 of 46
4.2.1 The 3,498 residential dwelling units identified in the Specific Plan are intended for the uses and at the zoning densities set forth in the Specific Plan. Each Assignment Agreement between Master Developer and an Owner shall indicate the number of dwelling units and/or commercial square footage included with the sale of the property identified in the Assignment Agreement. Within thirty (30) days of any application, or amendment of any application, made by an Owner for development of any portion of the Project Area, the City shall notify Master Developer in writing if the number of dwelling units or commercial square footage identified on an Assignment Agreement are increased or decreased by the Owner, the total of which shall be added to or subtracted from the remaining number of dwelling units or commercial square footage within the Project Area which are available for Master Developer to assign to an Owner. The Parties agree that the construction of accessory dwelling units shall not count against the total number of residential dwelling units identified in the development plan set forth in the Specific Plan and as permitted by this Agreement.
4.2.2 The Temporary 200 ft Ag Buffers set forth on the development plan in the Specific Plan are intended to serve as buffers between new residential development and existing agricultural uses adjacent to the Project Area. For the purposes of this Section 4.2.2, “agricultural uses” shall mean those uses set forth in Section 12.08.020 of the City Code. In the event the agricultural uses adjacent to a Temporary 200 ft Ag Buffer are (i) modified to consist of wholly one or more uses that are not agricultural uses, or (ii) terminated, Master Developer shall have the right to request either residential or commercial development of the Temporary 200 ft Ag Buffer provided that any such development complies with the Land Use Regulations and Ordinances and this Agreement. Notwithstanding the limitations on use of the Temporary 200 ft Ag Buffers, the Parties hereby acknowledge that the County Agricultural Commissioner has approved use of a portion of the Temporary 200 ft Ag Buffers adjacent to Block 6 for a parking lot.
4.2.3 The Educational Sites set forth on the development plan in the Specific Plan have been set aside for educational purposes. If entities responsible for educational purposes elect not to use the Educational Sites, Master Developer shall have the right to request and the City shall cooperate in planning for and considering approval of either residential or commercial development of the Educational Site(s), subject to compliance with the Land Use Regulations and Ordinances and this Agreement.
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 the Specific Plan, the Existing Land Use Regulations and Ordinances, and any restrictions or other limitations set forth in this Agreement. Once the City has approved a tentative map and associated improvement plan for any part of the Project Area, prior to recordation of the final map for such subdivision or portion thereof, the City may issue permits for grading and construction of infrastructure, and may at its discretion issue building permits for construction of residential dwelling units, for the relevant area at the subdivider’s risk prior to recordation of the final map.
4.4.1 To maintain the integrity of the Project consistent with the Specific Plan during development of the Project Area, Master Developer shall include in all contracts for sale or transfer of any portion of the Project Area to an Owner the obligation of the Owner to seek Packet Pg. 212 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 12 of 46
and obtain Master Developer’s approval of all tentative maps, site development plans, improvement plans, and architectural plans, including landscape plans, related to development of that portion of the Project transferred to an Owner prior to submission or modification of the same (each an “Owner Application”) to the City. Concurrent with submission of each Owner Application to the City, the Owner shall submit written approval of the Owner Application by Master Developer.
4.4.2 All Owners shall cooperate with Master Developer and all other Owners in coordinating the construction and installation of infrastructure improvements, including without limitation the alignment of roads and installation of utilities. To the extent necessary, Master Developer and each Owner shall grant a license for temporary use of an Owner’s property for the purpose of constructing and installing all improvements necessary for another Owner’s property.
4.4.3 Nothing in this Section 4.4 shall be construed to place an affirmative obligation on the City to provide Master Developer or Owners with any maps or application materials or otherwise obligate the City to take any action whatsoever.
4.5 No Additional Reservations or Dedications of Land for Public Purposes. The terms and conditions set forth in Section 6.1 of the Specific Plan shall control with regard to additional reservations and dedications of land, except to the extent that Master Developer may transfer Block 6 and Block 25 to the City, all as more particularly set forth in Section 4.9.1 and Section 4.9.3 below.
4.6 Reservations of Authority.
4.6.1 Limitations, Reservations and Exceptions. Notwithstanding the intent of the Parties 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:
4.6.1.1 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;
4.6.1.2 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;
4.6.1.3 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
4.6.1.4 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.
Packet Pg. 213 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 13 of 46
4.6.2 Development Control Limitations. To the extent allowed by law, no other land use regulations, rules, or policies enacted or adopted subsequent to the City Approval 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 sequencing of development of the Project, affordable housing, or any inclusionary housing ordinance (collectively, “Development Control Limitations”) shall apply to the Project. 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.
4.6.3 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.
4.7 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 reasonable 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, if requested 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/or, in accordance with the procedures established by law, the City may use its power of eminent domain to acquire such required real property interests, in City’s sole discretion and without any obligation to purchase or acquire by eminent domain any real property interest. Master Developer or the Owner shall pay all costs associated with such acquisition or condemnation proceedings. This Section 4.7 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 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 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 Packet Pg. 214 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 14 of 46
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.
The Parties agree that should Master Developer or any Owner seek approval of a final map prior to completion of any offsite improvements as described in Government Code section 66462.5, subdivision (a), this Agreement shall constitute an agreement to complete such improvements as contemplated in Government Code section 66462.5, subdivision (c), as described above.
4.8 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.
4.9 Owner Affordable Housing Obligations. The Parties agree that the development of the Project shall include or promote affordable housing consistent with the requirements of this Section
4.9. 4.9.1 Block 6. The Parties do hereby agree that Block 6 is intended for and shall be used for the construction of affordable homes thereon.
4.9.1.1 Master Developer shall request that LAFCo incorporate the area known as Block 6, an approximately 10-acre site, into City limits in its first incorporation request.
4.9.1.2 Within one (1) year of acquiring title to Block 6, Master Developer shall record a parcel/final map for Block 6 and use its best efforts, with the City’s cooperation, to reach a binding agreement for donation of Block 6 to a qualified affordable housing developer approved by the City (the “Block 6 Donation Agreement”), a copy of which shall be delivered to the City within ten (10) days of full execution thereof. The Block 6 Donation Agreement shall include assignment to the affordable housing builder of a total of 211 affordable units, including both Low Income Housing Units and Very Low Income Housing Units.
4.9.1.3 If Master Developer does not deliver the Block 6 Donation Agreement to the City within one (1) year of Master Developer acquiring title to Block 6, Master Developer shall execute an irrevocable offer of dedication offering to transfer Block 6 to the City and assign a combined total of 211 Low Income Housing Units and Very Low Income Housing Units, which offer shall remain open for one (1) year. The City shall have the right, but not the obligation, to accept such offer. In the event the City accepts the offer and Master Developer transfers Block 6 to the City, (i) this Agreement shall become null and void as to the transferred Block 6, except as to the Packet Pg. 215 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 15 of 46
Parties’ obligations related to Block 6 Infrastructure in Section 4.9.2 below, and (ii) the City shall provide Master Developer notice of any application for development of Block 6 within thirty (30) days of receipt thereof. Master Developer shall have the right to comment on and object to any application for development of Block 6 which does not comply with the Specific Plan, including the design guidelines. The City shall make a good faith effort to address any of Master Developer’s comments or objections to any plan for development of Block 6.
4.9.1.4 In the event the Block 6 Donation Agreement is terminated for any reason or the City elects not to accept dedication of Block 6 pursuant to Section 4.9.1.3 above, for the period of one (1) year from the date the Block 6 Donation Agreement is terminated or the date the City elects not to accept dedication of Block 6 pursuant to Section 4.9.1.3 above, Master Developer shall use its best efforts to enter into a new Block 6 Donation Agreement with a qualified affordable housing builder. If Master Developer is unable to enter into a Block 6 Donation Agreement with a qualified affordable housing building within one (1) year of the date the Block 6 Donation Agreement is terminated or the City elects not to accept dedication of Block 6 pursuant to Section 4.9.1.3 above, within thirty (30) days of expiration of Master Developer’s obligations set forth in this Section 4.9.1.4, Master Developer shall deliver a Block 6 grant deed to the City, transfer of which shall be subject to the terms and conditions set forth in Section 4.9.1.3 above.
4.9.2 Block 6 Infrastructure and Utilities. Master Developer shall be responsible for including in any agreement for development of Block 2 or Block 3, whichever is developed first, the obligation of the Owner thereof to construct the Gabilan Promenade from the Project entrance at Fanoe Road to the northeast corner of Lot M, the proposed public park immediately adjacent to Block 6. Construction of the Gabilan Promenade shall include all infrastructure and utilities necessary to develop Block 6 including but not limited to roads, water, wastewater, stormwater, fiber optic pipes and lines, and related utilities (“Block 6 Infrastructure”). The last building permit for Block 2 or Block 3 (as shown on the Santa Lucia Neighborhood Phase I Tentative Map), shall include all such Block 6 Infrastructure or, alternatively, the Block 6 Infrastructure shall be completed by the issuance of the last Certificate of Occupancy for Block 2 or Block 3, whichever is completed first.
4.9.3 Block 25. The Parties do hereby agree that Block 25 is intended for and shall be used for the construction of affordable homes thereon.
4.9.3.1 Within one (1) year of acquiring title to Block 25, Master Developer shall record a parcel/final map for Block 25 and use its best efforts, with the City’s assistance, to reach a binding agreement for donation of Block 25 to a qualified affordable housing developer approved by the City (the “Block 25 Donation Agreement”), a copy of which shall be delivered to the City within ten (10) days of full execution thereof. The Block 25 Donation Agreement shall include assignment to the affordable housing builder of a combined 211 Low Income Housing Units and Very Low Income Housing Units.
4.9.3.2 If Master Developer does not deliver the Block 25 Donation Agreement to the City within one (1) year of Master Developer acquiring title to Block 25, Master Developer shall execute an irrevocable offer of dedication offering to transfer Block 25 to the City and assign a combined total of 211 Low Income Housing Units and Packet Pg. 216 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 16 of 46
Very Low Income Housing Units, which offer shall remain open for one (1) year. The City shall have the right, but not the obligation, to accept such offer. In the event the City accepts the offer and Master Developer transfers Block 25 to the City, (i) this Agreement shall become null and void as to the transferred Block 25, and (ii) the City shall provide Master Developer notice of any application for development of Block 25 within thirty (30) days of receipt thereof. Master Developer shall have the right to comment on and object to any application for development of Block 25 which does not comply with the Specific Plan, including the design guidelines. The City shall make a good faith effort to address any of Master Developer’s comments or objections to any plan for development of Block 25.
4.9.3.3 In the event the Block 25 Donation Agreement is terminated for any reason or the City elects not to accept dedication of Block 25 pursuant to Section 4.9.3.2 above, for the period of one (1) year from the date the Block 25 Donation Agreement is terminated or the date the City elects not to accept dedication of Block 25 pursuant to Section 4.9.3.2 above, Master Developer shall use its best efforts to enter into a new Block 25 Donation Agreement with a qualified affordable housing builder. If Master Developer is unable to enter into a Block 25 Donation Agreement with a qualified affordable housing building within one (1) year of the date the Block 25 Donation Agreement is terminated or the City elects not to accept dedication of Block 25 pursuant to Section 4.9.3.2 above, within thirty (30) days of expiration of Master Developer’s obligations set forth in this Section 4.9.3.3, Master Developer shall deliver a Block 25 grant deed to the City, transfer of which shall be subject to the terms and conditions set forth in Section 4.9.3.2 above.
4.9.4 Block 3. Master Developer shall set aside thirty (30) lots in Block 3 for the purpose of offering these thirty (30) lots (the “Block 3 Self Help Lots”) for sale at market rate to a “self-help” builder participating in a program that allows future residents to participate in building their own homes or other participants’ homes, commonly known as a “sweat equity” program. Prior to processing the Block 3 final map, Master Developer and the City shall meet and discuss the location of the Block 3 Self Help Lots, it being the preference of Master Developer that the Block 3 Self Help Lots be in a single location. Notwithstanding the foregoing, Master Developer shall consider dividing and placing the Block 3 Self Help Lots in more than one (1) location if requested by a “self-help” builder engaged in discussions for development of the Block 3 Self Help Lots. Master Developer shall cooperate with City to market the Block 3 Self Help Lots for three (3) years from the date of approval of the Block 3 final map (the “Block 3 Self Help Term”). Upon expiration of the Block 3 Self Help Term, if the Block 3 Self Help Lots, or any portion thereof, have not been conveyed to any such selfhelp builder, Master Developer shall have the right to sell and convey the Block 3 Self Help Lots, or any portion thereof, to a market rate builder.
4.9.5 Block 20. Master Developer shall set aside nineteen (19) lots in Block 20 for the purpose of offering these nineteen (19) lots (the “Block 20 Self Help Lots”) for sale at market rate to a “self-help” builder participating in a program that allows future residents to participate in building their own homes or other participants’ homes, commonly known as a “sweat equity” program. Prior to processing the Block 20 final map, Master Developer and the City shall meet and discuss the location of the Block 20 Self Help Lots, it being the preference of Master Developer that the Block 20 Self Help Lots be in a single location. Notwithstanding the foregoing, Master Developer shall consider dividing and placing the Block 20 Self Help Packet Pg. 217 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 17 of 46
Lots in more than one (1) location if requested by a “self-help” builder engaged in discussion for development of the Block 20 Self Help Lots. Master Developer shall cooperate with City to market the Block 20 Self Help Lots for three (3) years from the date of approval of the Block 20 final map (the “Block 20 Self Help Term”). Upon expiration of the Block 20 Self Help Term, if the Block 20 Self Help Lots, or any portion thereof, have not been conveyed to any such self-help builder, Master Developer shall have the right to sell and convey the Block 3 Self Help Lots, or any portion thereof, to a market rate builder.
4.9.6 Block 4. The Block 4 final map must consist of at least 169 single family lots, as the Parties recognize that this number of lots will ensure lot sizes generally suitable for residential units that could be marketed to moderate income and market rate households.
4.9.7 Gabilan Neighborhood Medium/Medium High Density Blocks. Two blocks within the Gabilan Neighborhood zoned for medium or medium high density must include lots that are generally between 3,000 and 4,000 square feet as the Parties recognize that such lots will generally be suitable for residential units that could be marketed to moderate income and market rate households.
4.9.8 Affordable Housing Agreement. The Owner of Block 6 and the Owner of Block 25 must execute an Affordable Housing Agreement with the City for any affordable housing units constructed on Block 6 and Block 25. The Affordable Housing Agreements shall require, at minimum, a homebuyer education program; a targeted marketing campaign to alert households which are eligible for affordable housing units; preparation of a list, to be maintained by the City, of households which are interested in affordable housing; a prequalification program offered by a qualified bank/mortgage broker; and agreement by the Owner of Block 6 and the Owner of Block 25 to fund the staff of third party services required for the City to administer and oversee the affordable housing units to be constructed on Block 6 and Block 25.
4.9.10 Other Obligations for Residential Development.
4.9.10.1 Block 7. Master Developer shall include Block 7 in its second request to LAFCO for incorporation. Block 7 shall include a minimum of 218 multifamily “for rent” and/or “for sale” market rate residential units.
4.9.10.2 Block 8. Master Developer shall include Block 8 in its second request to LAFCO for incorporation.
5. CITY DEVELOPMENT IMPACT FEES, TAMC FEES, AGRICULTURAL MITIGATION, GUSD FEES, AND VISTA LUCIA COMMUNITY CONTRIBUTION.
5.1 City Development Impact Fees, TAMC fees, Agricultural Mitigation, GUSD Fee, and Community Improvement Contribution - Intent of the Parties. Except as set forth in Section 5.7.2 below, Master Developer and the Owners shall only be responsible for (i) the payment of the development impact fees set forth in Section 5.2 below, as increased or decreased as set forth in Section 5.2.3 below (the “City Development Impact Fees”), the TAMC Fees identified in Section
5.3 below, the school impact fees assessed by Gonzales Unified School District (the “GUSD Fees”), and the Community Improvement Contribution identified in Section 5.5 below, and (ii) compliance with the LAFCo Ag. Policy identified in Section 5.4 below. The parties hereby acknowledge and agree that (i) the City Development Impact Fees are the same as the Future Growth Area development impact fees set forth in the Development Impact Fee Study Update, dated April 5, 2022, prepared by Packet Pg. 218 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 18 of 46
Willdan Financial Services which was approved by the City on June 6, 2022, and set forth in Ordinance No. 2022-133 (the “DIF Study”), a copy of which is available from the City Clerk, (ii) payment of the City Development Impact Fees, the TAMC Fees, the GUSD Fees, and compliance with the LAFCo Ag. Policy (hereinafter defined) are intended to satisfy all fee obligations for Project impacts.
5.2 City Development Impact Fees. As of the Effective Date, the City Development Impact Fees applicable to the Project Area, subject to all citywide development impact fee increases and decreases throughout the Term of this Agreement as more particularly set forth in the City’s Cost of Service Fee Schedule effective each July 1st are the: Circulations System Impact Fee; Sanitary Sewer Facilities Mitigation Fee; Water Facilities Mitigation Fee; Police Capital Facilities Mitigation Fee; Fire Capital Facilities Mitigation Fee; Parkland and Park Facilities Mitigation Fee; and General City Facilities Mitigation Fee.
5.2.1 Payment of the City Development Impact Fees. The following City Development Impact Fees shall be paid to the City prior to issuance of a building permit for each structure within that portion of the Project Area being developed by Master Developer or an Owner:
Circulation System Impact Fee, Sanitary Sewer Facilities Mitigation Fee, and Water Facilities Mitigation Fee. All other City 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 building permit or a certificate of occupancy for any structure within the Project Area for which the City Development Impact Fees have not been paid as required by this Section 5.2.1.
5.2.2 Credit against the Parkland and Park Facilities Mitigation Fees/Deferral, Decrease, or Waiver of City Development Impact Fees. Master Developer and each Owner shall be entitled to a credit against payment of the Parkland and Park Facilities Mitigation Fees for all public parks constructed and dedicated to the City by Master Developer or an Owner. For example, if a builder constructs a public neighborhood park which, including the cost of the land, exceeds the total Parkland and Park Facilities Mitigation Fees that the builder is required to pay, the builder will not be required to pay any Parkland and Park Facilities Mitigation Fee. In addition to the foregoing, in the event the City elects to defer, decrease, or waive any or all of the City Development Impact Fees for certain types of development (i.e. affordable housing,) the Owner of any development within the Project Area which qualifies for a deferral, decrease, or waiver of any or all of the City Development Impact Fees shall be entitled to the same.
5.2.3 Increases and Decreases to the City Development Impact Fees. The City Development Impact Fees set forth above shall be subject to any and all increases or decreases to the Future Growth Area development impact fees adopted by the City. In the event the City changes the names or purposes of the Future Growth Area development impact fees or reorganizes the Future Growth Area development impact fees in effect as of the Effective Date, the same shall apply to the City Development Impact Fees set forth above. Unless agreed to by Master Developer, the Project Area shall not be subject to new development impact fees outside of the categories set forth in this Section 5.2 which are adopted by the City during the Term of this Agreement, including without limitation any stormwater impact fees.
5.2.4 Use and Availability of the City Development Impact Fees. The City shall have the right to use the City Development Impact Fees for (i) those purposes identified by the City in the DIF Study, as amended or updated from time to time, including for those uses set forth in Section 6 below, and (ii) those obligations set forth in this Agreement and the Development Packet Pg. 219 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 19 of 46
Approvals, capital facilities improvement plans, a specific plan or a general plan, or as otherwise permitted by law. Those projects and facilities identified in the DIF Study which are directly related to development of the Project and the Project Area shall be given priority by the City in determining how to use City Development Impact Fees collected pursuant to this Agreement.
5.3 Regional Transportation Agency for Monterey County (TAMC) RDIF Impact Fees. (the “TAMC RDIF Fees” levied fees can be found at tamcmonterey.org).
5.3.1 Payment of the TAMC RDIF Fees. The TAMC RDIF Fees shall be calculated by the City per the Regional Fee Implementation Guidelines (the “Guidelines”) and paid through the City concurrent with issuance by the City of building permits 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 building permit for any structure within the Project Area for which the TAMC RDIF Fees have not been paid.
5.3.2 Credit against the TAMC RDIF Fees. Master Developer and each Owner shall be entitled to any and all credits against the TAMC RDIF Fees identified in the Guidelines, as amended or updated from time to time at the discretion of the Transportation Agency of Monterey County, subject to the terms and conditions set forth therein.
5.3.3 Increases and Decreases to the TAMC RDIF Fees. The TAMC RDIF Fees shall be subject to the increases or decreases set forth in the Guidelines, as amended from time to time.
5.3.4 Use and Availability of the TAMC RDIF Fees. The TAMC RDIF Fees shall be used only for those purposes set forth in the Guidelines, as amended from time to time.
5.4 Agricultural Mitigation. On April 3, 2023, the City adopted that certain Agricultural Mitigation Resources Ordinance codified as Chapter 12.150 in the City Code. On February 26, 2024, LAFCo adopted that certain Resolution Amending the Commission’s Adopted Policy for Preservation of Open Space and Agricultural Lands (the “LAFCo Ag. Policy”). The Parties have agreed and do hereby agree that Master Developer shall comply with the LAFCo Ag. Policy.
5.5 Community Improvement Contribution. Master Developer has voluntarily offered and hereby agrees to support the beautification of Gonzales through payment of a contribution to be paid by Master Developer or an Owner to the City concurrent with issuance of a certificate of occupancy for each residential structure. Unless stated otherwise in an Assignment Agreement, the Owner identified thereon shall be responsible for the Community Improvement Contribution. The “Community Improvement Contribution” shall be Two Hundred and no/100th Dollars ($200.00) per residential dwelling unit, which sum shall remain constant throughout the Term of the Agreement.
The Community Improvement Contribution may not be increased without the written consent of Master Developer, which consent may be withheld in Master Developer’s sole and absolute discretion.
The City may refuse to issue a certificate of occupancy for any structure within the Project Area for which the Community Improvement Contribution has not been paid. The Community Improvement Contribution shall be deposited in a segregated account and used by the City for public projects throughout the City of Gonzales, such as the planting of trees or landscaping and supporting the improvement of public facilities and infrastructure. The parties hereby agree that the Community Improvement Contribution is not a development impact fee and thus is not subject to any laws, rules, or regulations relating to the payment of development impact fees. Rather, the Community Packet Pg. 220 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 20 of 46
Improvement Contribution has been agreed upon as valid and fair consideration to the City for entering into and approval of this Agreement.
5.6 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 development impact fees or agricultural mitigation fees which are proposed by Council during the Term of this Agreement, as well as any new or revised regional traffic impact fees which are proposed by the Transportation Agency of Monterey County during the Term of this Agreement.
5.7 Miscellaneous Fees.
5.7.1 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.
5.7.2 Additional Fees. In addition to payment of the City Development Impact Fees and the TAMC Fees, and compliance with the LAFCo Ag. Policy, 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.
5.7.3 New Citywide Taxes and Liens. Except for any agreement for special taxes, and liens, contemplated by this Agreement (see Section 7 below) or the Development Approvals, the City shall not subject the Project Area, or any part thereof, to any special taxes or liens 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. 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 or lien, and an opportunity to be heard.
5.7.4 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 quasi-public entity regardless of who builds any such structure.
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.
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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 City Approval Date by the City’s electorate to the contrary or any City moratorium or other similar limitation.
6.3 Infrastructure and Public Facilities to be Constructed by Master Developer or Owners. Master Developer or the Owners (identified as Builders in the Specific Plan) shall be responsible for the construction of the following public and private infrastructure and public facilities, all of which are located within the Project Area: Internal Local Streets and Lanes; Internal Street Lighting and Landscaping; Transit Pullouts and Shelters, Park and Ride Lot; Internal Street Water Supply Mains; Internal Sanitary Sewer Mains; Internal Storm Drainage Mains and Basins; BMPs and Drainage Swales; Neighborhood Park(s), Trails, Promenades, and Agricultural Buffers; Private Parks; and Temporary or Permanent Agricultural Buffers (collectively, the “Project Area Improvements”), all as more particularly set forth in Section 6.5 and Table 6-1 of the Specific Plan, using those funding sources set forth in Section 6.6 and Table 6-1 of the Specific Plan.
6.3.1 Timing of Construction of the Project Area Improvements by Master Developer/Owners. Master Developer or the Owners shall construct the Project Area Improvements associated with each residential and commercial use concurrent with development of the residential and commercial use, provided nothing in this Agreement, the Specific Plan, or the Development Approvals shall prevent Master Developer or the Owners from constructing one or more of the Project Area Improvements for which Master Developer or the Owners are responsible ahead of construction of other Project Area 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 other non-adjacent neighborhoods within which development may occur or recreation for another residential neighborhood). Each tentative map shall indicate whether any of the Project Area Improvements identified thereon shall be private.
6.3.1.1 Public Infrastructure. The Master Developer and the Owners shall construct the Project Area Improvements necessary to support the development of Block 6 to ensure affordable housing construction is developed in concurrence with the development of the first residential and commercial blocks, all as more specifically set forth in Section 4.9.2 above.
6.3.2 Dedication/Donation. All public Project Area Improvements constructed by Master Developer and/or the Owners shall be dedicated to the City as set forth in Section 6.5 of the Packet Pg. 222 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 22 of 46
Specific Plan and this Section 6.3.2. Except as set forth elsewhere in this Agreement, no consideration shall be due to Master Developer and/or the Owners for any public Project Area Improvements or land underlying those public improvements dedicated, donated, or conveyed to the City pursuant to Section 6.5 of the Specific Plan and this Section 6.3.2.
6.3.2.1 Timing of Dedication/Donation. Upon completion of construction of each public Project Area Improvement, the same shall be conveyed by Master Developer and/or the Owners to the City. Any public Project Area Improvement conveyed to the City shall be subject to a warranty period of one (1) year.
6.3.2.2 Permanent and Temporary Agricultural Buffers. All Permanent Agricultural Buffers shall be dedicated/donated to the City and improved per a Screening Plan, all as more particularly set forth on Page B17 of Appendix B to the Specific Plan under the heading “Agricultural Buffer Areas.” Master Developer shall have the right, at its sole and absolute discretion, to (i) dedicate any Temporary Agricultural Buffer to the City, as set forth in Section 6.3.2.1 above, or (ii) retain any Temporary Agricultural Buffer, provided that said Temporary Agricultural Buffer shall not be used for any purpose other than an agricultural buffer until such time as the agricultural use of the adjacent property is modified or terminated, all as more particularly set forth in Section
4.2.1 above (the “Point of Eligible Use”). At the Point of Eligible Use, Master Developer shall have the right to apply for additional entitlements related to development of the Temporary Agricultural Buffer area.
6.3.2.3 Rolling Agricultural Buffers. In addition to the Permanent Agricultural Buffers and Temporary Agricultural Buffers identified in the Specific Plan, a 200’ agricultural buffer (each, a “Rolling Agricultural Buffer”) is required between those areas of the Project Area being developed and those areas of the Project Area which remain in agricultural production. Master Developer or an Owner shall identify the location of each Rolling Agricultural Buffer concurrent with each development plan.
No agricultural production shall be permitted within a Rolling Agricultural Buffer, the location of which may or may not be on property owned by Master Developer or Owner.
6.4 Infrastructure and Public Facilities to be Constructed by the City. The City shall be responsible for the construction of the following public infrastructure and public facilities whether located within or outside of the Project Area: Water Supply Tank(s); Well(s); Existing Wastewater Treatment Plant Improvements; External Street Sanitary Sewer Mains; Public Safety Facility; and Public Community Parks (collectively, the “City Improvements”), all as more particularly set forth in Section 6.5 and Table 6-1 of the Specific Plan, and subject to the terms and conditions set forth in this Section 6.4.
6.4.1 Timing of Construction of City Improvements. Subject to the discretion provided in Subsection 6.4.1.2., the City shall use its best efforts to construct those City Improvements necessary for the Project to proceed in advance of demand for the same by the Project. All other public improvements for which the City is responsible may be constructed as determined by the City. With regard to the timing of construction of City Improvements located within the Project Area, Master Developer and the Owners shall only be responsible for providing the road and utility infrastructure improvements to the edge of the property to be developed by the City when the adjacent residential neighborhood or commercial use is developed.
6.4.1.1 In the event the City wishes to develop one or more of the City Improvements within the Project Area prior to the road and utility infrastructure improvements to be Packet Pg. 223 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 23 of 46
constructed by Master Developer or an Owner 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 road and utility infrastructure improvements necessary to proceed with development of the City Improvements. At the election of Master Developer, the improvement plans for the road and utility infrastructure improvements the City wishes to construct pursuant to this Section 6.4.1.1 may be prepared by Master Developer in accordance with the Specific Plan.
If the City elects to install the road and utility infrastructure improvements in connection with development of one or more of the City Improvements, and the road and utility infrastructure improvements installed by the City serve the Project Area, Master Developer shall enter into a mutually agreeable reimbursement agreement with the City whereby Master Developer or the Owners shall reimburse the City for the road and infrastructure improvements installed by the City which serve the Project Area at such time that the residential or commercial uses adjacent to the road and utility infrastructure improvements are developed. Master Developer shall not be responsible for any costs expended by the City which are associated with installing road and utility infrastructure improvements which do not benefit the Project Area.
For example, if Master Developer grants the City an easement for a temporary access road to a water tank site which is not adjacent to an area being developed and the City installs a temporary access road over such easement area for use until such time as the nearest public street is constructed, the cost of installing the temporary access road will not be reimbursed by Master Developer.
6.4.1.2 In the event the City is unable to, whether financially or otherwise, or elects not to develop/construct any of the City Improvements, excluding the Existing Wastewater Treatment Plant Improvements and the Public Safety Facility, in advance of demand for the same by the Project, Master Developer or Owners may, at its sole and absolute discretion, elect to fund or develop/construct any of the City Improvements in accordance with the Specific Plan and the Land Use Laws and Ordinances in advance of the demand for any City Improvement for Development of the Project. Master Developer or Owners may make an election to fund or construct a City Improvement by delivering written notice thereof to the City, which the City may accept or reject. The cost to design, permit, manage and construct any such City Improvement shall be paid for from (i) funds available in the Vista Lucia CFD, see Section 7.2 below, or (ii) private funds made available by Master Developer or an Owner. If Master Developer or an Owner elects to fund or construct a City Improvement and the City accepts such offer, prior to design, permitting, management, and construction of such City Improvement, the City and Master Developer or the Owner shall enter into a reimbursement agreement which provides for reimbursement by the City to Master Developer or an Owner from (a) any City Development Impact Fees allocated to pay for design, permitting, management, and construction of the City Improvement, (b) the Vista Lucia CFD, or (c) such other funds as determined by City to be available to the City for the purpose of funding or construction of the City Improvement. The terms of the reimbursement agreement shall provide for repayment of the funds due to Master Developer or an Owner for funding or, design, permitting, management, and construction of the City Improvement over a period of time and dependent upon receipt by the City of funds Packet Pg. 224 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 24 of 46
collected by the City and allocated to the City Improvement or funds received through the Vista Lucia CFD. The parties agree that any reimbursement shall contain terms which limit the City’s liability to repay Master Developer or an Owner to those funds received by the City for the City Improvement or through the Vista Lucia CFD, which could result in Master Developer or an Owner not receiving the full sum of the private funds expended on the design, permitting, management, and construction of the City Improvement. The City shall cooperate with Master Developer or the Owner in obtaining any and all licenses, permits, or other rights required to develop/construct the City Improvement which Master Developer elects to develop/construct.
6.4.1.3 In the event the City is unable to or elects not to construct a City Improvement, and neither Master Developer nor an Owner elects to do so pursuant to Section 6.4.1.2 above, the City shall have the right to deny issuance of additional grading or building permits for Development until such time as the necessary City Improvement is constructed. Master Developer understands and agrees that although construction of City Improvements necessary for Development within the Project Area are the responsibility of the City, the City may not be in a position to construct such City Improvements prior to the same being needed for Development to continue and that Development of the Project Area may be delayed as a result of the same.
Neither Master Developer nor an Owner shall have the right to claim that the City is in default of this Agreement as a result of the failure to construct a City Improvement, provided (i) the City has complied with the terms set forth in Section 6.4.1.2 above which require the City to consider any offer by Master Developer or an Owner to fund or construct the City Improvement, and (ii) once the City initiates construction of a City Improvement, it shall diligently pursue completion thereof. The terms and conditions set forth in Section 3.7 above shall apply to any claims, actions, or proceedings arising out of the City’s election not to proceed with construction of a City Improvement, including any claims, actions, or proceedings relating to the City’s denial of additional grading or building permits as the result of a City Improvement not being constructed when necessary for development to proceed.
6.4.2 Dedication/Donation. City Improvements constructed by Master Developer and/or the Owners shall be dedicated to the City as set forth in Section 6.5 of the Specific Plan and this Section 6.4.2. Except as set forth elsewhere in this Agreement, no consideration shall be due to Master Developer and/or the Owners for any land within the Project Area upon which any City Improvements are constructed pursuant to Section 6.4.1.
6.4.2.1 Water Tank and Well Site. If the City determines that a water tank site is needed, at the request of the City, Master Developer shall convey to the City a one (1) acre site in a mutually agreeable location within the Project Area that is owned by Master Developer for the purpose of constructing a water tank thereon. Additionally, if the City determines that a well site is needed, upon request of the City, Master developer shall convey to the City a site in a mutually agreeable location within the Project Area for the purpose of the City drilling and constructing a well thereon, the exact size of which shall be determined and agreed upon by both the City and Master Developer, but in no event shall exceed one-half (1/2) of an acre. To the extent necessary, Master Developer shall grant the City easements for ingress and egress thereto, as well as for the construction of any public utilities therein.
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6.4.2.2 Public Safety Site. At the request of the City, Master Developer shall convey to the City the one (1) acre site identified in the Specific Plan and right of entry for a public safety facility for the purpose of constructing a public safety facility thereon.
To the extent necessary, as determined by the City, Master Developer shall grant the City easements for ingress and egress thereto, as well as for the construction of any public utilities therein.
6.4.2.3 Community Parks. Master Developer shall offer to dedicate to the City the land for (i) the Community Park within the Santa Lucia Neighborhood (the “Santa Lucia Neighborhood Community Park”) prior to issuance by the City of the One Thousandth (1,000th) residential building permit, and (ii) the Community Park within the Gabilan Neighborhood (the “Gabilan Neighborhood Community Park”) prior to issuance by the City of the Two Thousand Five Hundredth (2,500th) residential building permit. Master Developer shall deliver (a) written notice and an offer of dedication to the City upon acquisition of the Santa Lucia Neighborhood Community Park (the “Santa Lucia Neighborhood Community Park Offer of Dedication”), and (b) written notice and an offer of dedication to the City upon acquisition of the Gabilan Neighborhood Community Park (the “Gabilan Neighborhood Community Park Offer of Dedication”). The City may elect to accept the Santa Lucia Neighborhood Community Park Offer of Dedication and the Gabilan Neighborhood Community Park Offer of Dedication at any time following receipt of said offers of dedication by delivering written notice thereof to Master Developer (each an “Acceptance”). Upon receipt of an Acceptance, Master Developer shall convey the land underlying the applicable Community Park to the City, and the City shall maintain the land, including regularly removing weeds and any debris from the same, until the respective Community Park is constructed thereon by the City using funds available to the City, including without limitation City Development Impact Fees.
6.5 Fanoe Road and Vista Lucia Parkway. Future development within the City requires improvements to Fanoe Road and Vista Lucia Parkway (aka Associated Lane). For purposes of this Agreement, the Fanoe Road and Vista Lucia Parkway improvements have been broken down into two phases. The first, or interim, phase consists of improving Fanoe Road along the frontage of the Project Area, terminating use of Fanoe Road from the point where it currently turns northeasterly, near Burgundy Way, and extending it northwesterly to Vista Lucia Parkway (the “Fanoe Road Extension”), as well as improving Vista Lucia Parkway from the point of connection of the Fanoe Road Extension to the Alta interchange (the “Interim Improvements”), the locations of which are shown on Exhibit C-1 attached hereto and incorporated herein by this reference. The second, or ultimate, phase consists of widening Fanoe Road along the frontage of the Project Area, and expanding the Fanoe Road Extension and Vista Lucia Parkway from the point of connection of the Fanoe Road Extension to the Alta interchange (the “Ultimate Improvements”, and together with the Interim Improvements, the “Fanoe Road and Vista Lucia Parkway Improvements”), the locations of which are shown on Exhibit C-2 attached hereto and incorporated herein by this reference. Separately, and directly related to development of the Project Area, Vista Lucia Parkway will be improved and expanded from the Fanoe Road Extension easterly to the Project Area (the “Vista Lucia Parkway/Project Area Improvements”, and together with the Fanoe Road and Vista Lucia Parkway Improvements, the “Road Improvements” ), the locations of which are shown on Exhibit C-3 attached hereto and incorporated herein by this reference.
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6.5.1 Responsibility for construction of the Fanoe Road and Vista Lucia Parkway Improvements. The City is generally responsible for the construction of all public improvements, including without limitation the construction of public roads needed for expansion of the City. Notwithstanding the foregoing, the City has requested and Master Developer has agreed to divide construction of the Fanoe Road and Vista Lucia Parkway Improvements as follows: (i) Master Developer shall be responsible for construction of the Interim Improvements, all as more particularly set forth in Section 6.5.3 below; (ii) the City shall be responsible for construction of the Ultimate Improvements, all as more particularly set forth in Section 6.5.4 below, and (iii) Master Developer shall be responsible for construction of the Vista Lucia Parkway/Project Area Improvements, all as more particularly set forth in Section 6.5.5 below.
6.5.2 Acquisition of Property for the Road Improvements. Construction of the Road Improvements requires acquisition of certain real property. Master Developer has, at its sole cost and expense, worked towards acquisition of the property required to construct the Road Improvements (the “Road Improvement Expansion Property”), the terms and conditions of which are more particularly set forth in a separate agreement with the property owner (the “Purchase Agreement”). Pursuant to the terms of the pending Purchase Agreement, the Road Improvement Expansion Property required for construction of the Road Improvements will be acquired prior to construction of the Interim Improvements. The cost to acquire the Road Improvements Expansion Property, including the costs associated with acquisition, were included in the DIF Study and incorporated into the Circulation System Impact Fee. Provided the Purchase Agreement is executed and Master Developer acquires the Road Improvement Expansion Property, the City shall reimburse Master Developer for all costs associated with acquiring the Road Improvement Expansion Property pursuant to the terms and conditions set forth in Section 6.4.1.2 above, all of which will be more particularly set forth in the Interim Improvements Agreement, as defined in Section 6.5.3 below.
6.5.3 Construction of the Interim Improvements. Master Developer shall be responsible for construction of the Interim Improvements subject to the terms and conditions of a separate agreement to be entered into between Master Developer and the City (the “Interim Improvements Agreement”) and this Section 6.5.3.
6.5.3.1 The property upon which all of the Road Improvements will be constructed, including the Road Improvement Expansion Property, is located within the jurisdiction of the County. The County has agreed to enter into a separate agreement with the City post Annexation which gives the City full jurisdiction over the design, construction, and maintenance of the Road Improvements (the “County Agreement”). Master Developer shall seek all permits necessary to construct the Interim Improvements from the City. The City shall deliver a copy of the County Agreement to Master Developer within ninety (90) days of Annexation.
6.5.3.2 The Interim Improvements shall be constructed by Master Developer pursuant to the terms of the Interim Improvements Agreement which shall, among other things, allow for the phased issuance of building permits and certificates of occupancy for residential units within the Project Area at set milestones, all as more particularly set forth in the Interim Improvements Agreement.
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6.5.3.3 All costs and expenses associated with the design, permitting, construction, and project management of the Interim Improvements shall be paid per the terms set forth in Section 6.4.1.2 above, all as more particularly set forth in the Interim Improvements Agreement.
6.5.4 The Ultimate Improvements. The Ultimate Improvements shall be constructed by the City following construction of the Interim Improvements. The cost of constructing the Ultimate Road Improvements was included in the DIF Study and shall be funded by Circulation System Impact Fees. Except for payment of the Circulation System Impact Fees set forth in Section 5.2 above, neither Master Developer nor any Owner shall be required to contribute to construction of the Ultimate Road Improvements.
6.5.5 Construction of the Vista Lucia Parkway/Project Area Improvements. Master Developer shall be responsible for funding and constructing the Vista Lucia Parkway/Project Area Improvements when required to meet the traffic demand resulting from development of the Project. Master Developer shall have a traffic trigger analysis prepared prior to approval of a tentative map for the northwest corner of the Project Area for the purpose of determining when the Vista Lucia Parkway/Project Area Improvements need to be constructed to meet Project demands. The City shall have the right to condition approval of tentative maps applied for after preparation of the traffic trigger analysis on construction of the Vista Lucia Parkway/Project Area Improvements by Master Developer.
6.6 Timing of Construction of Public Improvements for the US 101/North Alta Interchange. All public improvements at the US 101/North Alta Interchange related to development of the Project Area which sit within CalTrans’ area of responsibility shall be at the sole discretion of CalTrans, and coordinated, improved and developed by CalTrans (the “CalTrans Improvements”) with cooperation of the City. A portion of the Circulation System Impact Fees which the City identified in the DIF Study as being for the construction of the CalTrans Improvements (the “CalTrans DIF”), which will be collected by City pursuant to Section 5.2 above, can be used to support the CalTrans Improvements. The parties acknowledge and agree that payment of the CalTrans DIF, as required by Section 5.2 above, is the only feasible mitigation that can be required by the City of Master Developer given the CalTrans Improvements are outside of the City’s jurisdiction and that payment of the City Development Impact Fees required by Section 5.2 above is considered by the City as full and complete mitigation of all impacts to the CalTrans Improvements resulting from development of the Project.
Notwithstanding anything to the contrary set forth above, in the event the City elects to initiate design and construction of the CalTrans Improvements prior to such time that the CalTrans DIF is available for such efforts, the City may request and Master Developer may agree, at its sole and absolute discretion, to (i) provide such funds as are necessary to initiate design and construction of the CalTrans Improvements in accord with the terms set forth in Section 6.4.1.2 above, or (ii) use of funds available from the Vista Lucia CFD to initiate design and construction of the CalTrans Improvements.
6.6.1 Interim Improvements. In order to maintain the Level of Service standards set forth in the General Plan, certain interim road improvements are required near the US 101/North Alta Interchange and within/adjacent to the Project Area along Fanoe Road at the Gabilan Promenade/Burgundy Way Intersection (the “Interim LOS Improvements”). As of the Effective Date it is not known (i) whether CalTrans approval will be necessary for the Interim LOS Improvements near the US 101/North Alta Interchange, (ii) the exact configuration of the Interim LOS Improvements, or (iii) exactly when the Interim LOS Improvements will be Packet Pg. 228 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 28 of 46
required to maintain the Level of Service standards set forth in the General Plan, although it is anticipated that the Interim LOS Improvements will be required prior to construction of the 1,091st dwelling unit and 24,000 square feet of commercial use within the Project Area.
Following the Effective Date, the City and Master Developer shall continue to meet and reach agreement regarding construction of the Interim LOS Improvements, including funding thereof. Master Developer acknowledges and agrees that failure to reach an agreement with the City and construction of the Interim LOS Improvements agreed upon by the parties may result in the City refusing to issue grading or building permits for Development of the Project Area after the 1,090th certificate of occupancy is issued, which could result in delay of the Project.
6.7 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 surrounding the Project 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 initiated.
6.8 Ownership and Maintenance of Private and Public Facilities and Infrastructure.
6.8.1 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 may include a gated community and/or an active adult community, 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 prior to execution.
6.8.2 Public Property Improvements. Upon acceptance of property and each public improvement, conveyed, donated, or dedicated to the City, neither Master Developer nor an Owner shall have any further obligation for the maintenance of such improvements except as set forth in this Agreement, unless agreed to otherwise pursuant to separate agreement, it being the agreement of the Parties that the City shall maintain all public improvements conveyed, donated, or dedicated to the City and keep such public improvements free of waste and safe for public use. Until such time as the City accepts the transferred, 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.
7. FINANCING AND PROVISION OF PUBLIC IMPROVEMENTS.
7.1 Formation of Financing District. City acknowledges that the Specific Plan contemplates the use of public financing districts, including LSDF, to finance the design, construction, and maintenance of certain public improvements. The City is not, however, obligated to form such financing districts as a result of its approval of the Specific Plan. In addition, the City may consider the formation of public financing districts which will include the entirety of the Project Area, or a portion thereof, for the purpose of funding certain public facilities more particularly described in the Specific Plan, with the expectation that the public financing districts will (i) issue, from time to time, bonds to provide sufficient funds to construct the public facilities so financed, and/or (ii) provide for the maintenance of public facilities.
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7.1.1 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 one or more financing districts or other means for financing development within the Project Area, subject to then-existing City debt financing policies.
7.1.2 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 financing district or cause a public financing district to issue bonds.
7.1.3 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 financing districts, 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 initiated by the City.
7.2 Community Facilities District for Construction of Public Improvements, Public Services and Maintenance of Public Amenities within the Project Area. Master Developer has requested that the City initiate those actions necessary to form a Mello-Roos Community Facilities District (the “Vista Lucia CFD”) to provide (i) funding for construction of certain public improvements, and (ii) funding for certain city services and maintenance of public improvements within the Project Area which will encumber all or portions of the Project Area.
The Vista Lucia CFD may be used to fund public improvements necessary for development of the Project Area, including without limitation, the construction of streets, lanes, and road improvements; streetlighting and landscaping; transit facilities; water supply mains; sanitary sewer mains; storm drainage mains, basins, and related improvements; parks, trails, promenades, and agricultural buffers; water tank(s); well(s); and the public facilities located within and outside of the Project Area necessary for development of the Project. The Vista Lucia CFD may also be used to fund certain city services which are necessary for development of the Project Area including without limitation: police and fire services; parks and recreation services; and public works services, as well as maintenance of the public improvements within and outside of the Project Area which are necessary for the Project. Master Developer has engaged a public financing consulting team to assist in the process of forming the Vista Lucia CFD should Council elect to proceed.
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 Council 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 Interim Improvements set forth in Section 6.5.3 above until such time as the Interim Improvements are constructed and accepted by the City. The review shall be limited in scope to compliance with the terms of this Agreement pursuant to California Government Code §65865.1. The City Clerk shall set the date for the Annual Review.
8.1.1 Notice. At least twenty (20) days prior to the Annual Review, the City Manager shall make available 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.
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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. Master Developer and the Owners shall be permitted an opportunity to respond to the evaluation of compliance with this Agreement, either orally at the public hearing or in a written statement.
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 Council shall conduct such special review consistent with the terms of an Annual Review, as set forth in Section 8.1 above. A special review may be used to replace the next Annual Review, at the sole discretion of the Council.
8.3 Compliance Finding by Council. If the Council 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 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 Council, 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 Council may terminate or modify this Agreement, written notice whereof shall be delivered to Master Developer and the Owners either at the end of the public hearing required by Section 8.1 above or within three (3) days of the NonCompliance Finding.
8.4.1 Notice of Non-Compliance. The notice shall provide (i) the time and place of the public hearing; (ii) a statement as to whether the Council proposes to terminate or to modify this Agreement; and (iii) such other information which the Council considers appropriate to inform the other part of the nature of the proceedings.
8.4.2 Conclusion of Non-Compliance Public Hearing. At the conclusion of the public hearing, the Council shall take final action on the proposed modification or termination of this Agreement by ordinance, or may refer the matter to the Planning Commission for further proceedings or for a report and recommendation. In the event the matter is referred to the Planning Commission, the Council may take final action by ordinance after receipt of any recommendation or report from the Planning Commission. As part of that final determination, the Council may impose conditions which it considers necessary and appropriate to protect the interests of the City. 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 and seek all legal remedies. Any court action or proceeding to review, set aside, void or annul any decision of the determination by the Council shall be commenced within (30) days of the Council’s decision.
8.5 Deemed Approval. In the event the Council 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 Annual Review) 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 Packet Pg. 231 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 31 of 46
be deemed an approval by the City of the good faith compliance with the terms of this Agreement by Master Developer and the Owners.
8.6 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 Manager 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.
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 eighty (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 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 Packet Pg. 232 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 32 of 46
phase of the Project 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 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.
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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 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, or portion thereof (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, or portion thereof, 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 or 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, if applicable, 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 assumption agreement satisfactory to the City.
If any Mortgagee or its nominee or assignee shall acquire its Mortgagor’s right, title and interest Packet Pg. 234 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 34 of 46
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 2.5 hereof. Upon execution and delivery of an Assignment Agreement in accordance with Section 2.5 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 2.5 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 , 2025,
between Cielo Grande Ranch, LLC, and the City of Gonzales), 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.
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 Packet Pg. 235 Attachment: Ordinance No. 2025-149 - Development Agreement (3359 : Adoption of Ordinance No. 2025-148 and Ordinance No. 2025-149) _____ City _____ Master Developer Page 35 of 46
construction financing and from time to time thereafter, upon the reasonable request of the Mortgagee.
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 thirty (30) days of the Effective Date, the City Clerk shall record with the Monterey County Recorder a fully executed copy of this Agreement and the ordinance approving its adoption. Subject to the terms and conditions set forth in Section 2.2 above, 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 and Master Developer shall execute the Agreement within twenty (20) days of the City Approval Date.
11.2 Entire Agreement. Except to the extent future agreements between the parties are specifically referenced or contemplated in this 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 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.
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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. Except as expressly set forth herein, 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 Monterey, 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 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.
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.
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11.16 Authority to Execute. The person or persons executing this Agreement on behalf of Master Developer warrants and represents that he/she/they have the authority to execute this Agreement on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Master Developer to the performance of its obligations hereunder.
11.17 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.
11.18 Incorporation of Recitals. The recitals are specifically incorporated into this Agreement.
11.19 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 Monterey, 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 Gonzales and the City 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., California Government Code §4450 et seq., and the Unruh Civil Rights Act, Civil Code §51 et seq.. Notwithstanding the foregoing, Master Developer shall be solely responsible for determining and effectuating compliance with such laws, and the City makes 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 Developer shall not be in default under the provisions of this Section 11.19 unless Master Developer’s non-compliance 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: , 2025
CITY:
CITY OF GONZALES,
a Municipal Corporation
By:
, Mayor of the City of Gonzales
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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
MASTER DEVELOPER:
CIELO GRANDE RANCH, LLC,
a California limited liability company
By:
Glenn M. Pace, its Manager
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Exhibit A
Legal Description of Project Area
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED AREA IN COUNTY OF MONTEREY, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL I:
All that portion of Lot 5 of the Rincon De La Punta Del Monte Rancho as per Lou G. Hare's Official Map of Monterey County, described as follows:
Beginning at the most Northern corner of said Lot 5 on the Southern side of the end of a 25-foot lane; thence (Var. 15° 55' East) following the Southern line of said lane; and the Northern line of said Lot 5, (1) South 50° 16' West, 75.50 chains to a 3" x 4" redwood post marked B.C.T., C.J., L.G.H.; thence leaving said lane,
(2) South 38° 36' East, 32.40 chains to a 3" x 4" redwood post marked B.C.T., C.J., L.G.H., standing on the Northwestern boundary of the land of David Jacks; thence along said boundary, (3) North 51° 20' East, 75.50 chains to an old 2 x 2 stake standing in fence corner; thence following fence on Northeastern boundary of said Lot 5,
(4) North 38° 36' West, 33.83 chains to the point of beginning.
EXCEPT THEREFROM that portion thereof conveyed in the Deed to County of Monterey for road purposes, recorded February 1, 1915, in Volume 138 of Deeds, at Page 16, of Official Records.
PARCEL II:
That portion of the Rancho Rincon De La Punta Del Monte, being a part of that certain 215.62 acre tract conveyed in the Deed to Edward H. Anderson, et al., recorded September 21, 1917, in Volume 151 of Deeds,