ITEM 4. 16
CITY MANAGER' S REPORT
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
ITEM: APPROVAL OF AGREEMENT AND LEASE, WITH
RICHLAND CROSSROADS, L. P. ( RICHLAND) AND A
QUITCLAIM DEDICATION TO RICHLAND
RECOMMENDATION: Adopt Resolution Approving an Agreement and Lease Related to CIP WW 20- 17 Surface Water
Discharge Project with Richland Crossroads, L. P. for
Percolation Pond 1 and a Quitclaim Deed of the
Property to Richland
SUMMARY:
On September 13, 2021, the Lathrop City Council approved a developer Funding Agreement with Richland Crossroads, L. P. ( Richland) for their share of the Surface Water Discharge Project ( Project) CIP WW 20- 17. As a condition of the agreement, Richland funded $ 1, 376, 996 as their share of the Project, with the understanding that the City would revert the 23. 15- acres Percolation Basin 1 back to Richland once the Project was operating and the Regional Water Quality Control Board ( Regional Board) amended the City' s discharge permit to eliminate the need for that land.
Richland needs to own the property for two years before selling it. Therefore, this request that the City authorize a transfer of ownership and retain its right to use the property through the lease agreement. Development of this property is in the City' s best interest, and there is no loss of use to the City if the property is transferred and a lease agreement is executed.
Staff is requesting that Council consider approval of a Lease Agreement with Richland Crossroads, L. P. ( Attachment B), which includes dedication by quitclaim deed of the percolation pond property to Richland.
BACKGROUND:
The Funding Agreement between the City and Richland required Richland to contribute a total of $ 1, 376, 996 toward the Project. Since then, Richland has funded this cost. Once the Project is complete and operational, Richland will receive 23. 15- acres of developable land that they had pledged to the City for percolation ponds.
Once the Regional Board amends the City' s discharge permit to eliminate the need for that land, the City will cease use of Percolation Pond 1, the lease will be cancelled and Richland will be able to use or sell the land for development. The quitclaim deed will be recorded after Council approves the lease, and the lease is signed by Richland and the City.
CITY MANAGER' S REPORT PAGE 2
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
APPROVAL OF AGREEMENT AND LEASE, WITH RICHLAND CROSSROADS, L. P. ( RICHLAND) AND A QUITCLAIM DEDICATION TO RICHLAND REASON FOR RECOMMENDATION:
This will allow the City to return this land to Richland, while retaining the full use of the property by the City. Once the Regional Board amends the City' s discharge permit to eliminate the need for that land, the City will cease use of Percolation Pond 1, the lease will be cancelled, and Richland will be able to use or sell the land for development. The deed will be recorded after Council approves the lease, and the lease is signed by Richland and the City.
FISCAL IMPACT:
There is no fiscal impact to the City of Lathrop. Richland funded the cost to prepare the Lease Agreement. However, approval of the Lease Agreement with Richland which includes dedication of property to Richland will accelerate the time when the property can be sold and developed, resulting in revenue to the City from development.
ATTACH M ENTS:
A. Resolution Approving an Agreement and Lease Related to CIP WW 20- 17 Surface Water Discharge Project with Richland Crossroads, L. P.
Richland) for Percolation Pond 1 and a Quitclaim Deed to Richland B. Agreement and Lease with Richland Crossroads, L. P. for Percolation Basin 1 on D' Arcy Way, including exhibits,
o Exhibit A, Map of APN 198- 13- 54, 55, 56, and 57
o Exhibit B, Legal Description of the Leased Properties o Exhibit C, Project Funding Agreement Dated 9/ 13/ 2021 o Exhibit D, Quitclaim Deed
CITY MANAGER' S REPORT PAGE 3
MAY 16, 2022 CITY COUNCIL SPECIAL MEETING
APPROVAL OF AGREEMENT AND LEASE WITH RICHLAND CROSSROADS, L. P. ( RICHLAND) AND A QUITCLAIM DEDICATION TO RICHLAND
APPROVALS
Ir~—`' 1 F'-oR I- 2 22
Brad Taylor Date
Land Development Manager
2 Glenn Gebhardt Date
City Engineer
S- y- zo22
Michael King Date
Public Works Director
7/ o DaoZ
Cari Jam s Date
Finance ector
s . z.- z
Saivador Navarrete Date
City Attorney
S •S •ZZ
Stephen ). Salvatore Date
City Manager
RESOLUTION NO. 22-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP APPROVING AN AGREEMENT AND LEASE RELATED TO CIP WW 20- 17 SURFACE WATER DISCHARGE WITH RICHLAND CROSSROADS, L. P.
RICHLAND) FOR PERCOLATION POND 1 AND A QUITCLAIM DEED TO
RICHLAND
WHEREAS, the City Council approved a Funding Agreement with Richland Crossroads, L. P. ( Richland) on September 13, 2021, to fund their share of the Recycled Water River Discharge Project that will support the transition from land application to river discharge; and
WHEREAS, Richland complied with the Funding Agreement and funded 1, 376, 996 as their share of the Project, with the understanding that the City would return the 23. 15- acre Percolation Basin 1 to Richland once the Project was operating and the Regional Water Quality Control Board ( Regional Board) amended the City' s discharge permit to eliminate the need for that land; and WHEREAS, Richland has requested that the City deed the 23 acre property to them now, and enter into a Lease Agreement ( Attachment B to the City Manager' s Report) to provide the City with full use of the property until the land is formally released by the Regional Board; and
WHEREAS, development of this property is in the best interest of the City, and there is no loss of use to the City if the property is transferred and a lease agreement is signed; and
WHEREAS, once the Regional Board amends the City' s discharge permit to eliminate the need for that land, the City will cease use of Percolation Pond 1, the lease will be cancelled and Richland will be able to use or sell the land for development. The quitclaim deed will be recorded after Council approves the lease, and the lease is signed by Richland and the City; and
WHEREAS, staff is requesting that the Council approve a Lease Agreement with Richland Crossroads, L. P. which includes approval of a quitclaim deed ( Exhibit D to the lease agreement attached on Exhibit B to the staff report accompanying this resolution) to dedicate the 23. 15- acre Percolation Basin 1 to Richland.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve the Lease Agreement with Richland Crossroads, L. P., including the quitclaim deed for the 23. 15- acre Percolation Pond 1, and allows the City Manager and City Attorney to make minor adjustments as required and allow staff to release the 23. 15 acres of land to Richland upon full execution of the lease.
The foregoing resolution was passed and adopted this 16t" of May 2022, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSTAIN:
ABSENT:
Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO ORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney
ATTACHMENT B
AGREEMENT AND LEASE BETWEEN RICHLAND CROSSROADS, L.P.
AND THE CITY OF LATHROP FOR
PERCOLATION BASIN 1 ON D' ARCY WAY
This Lease ( the " Lease") is entered into in Lathrop, San Joaquin County, California on, and is effective as of, May 16, 2022 (" Effective Date"), by and between the City of Lathrop, a general law City incorporated in the State of California (" TenanY' or " City") and Richland Crossroads, L.P., a California limited partnership (" Landlord" or " Richland"). Together, the City and Richland are the " Parties" to this Lease; separately, each is a " Party" hereto.
RECITALS
A. City is the fee owner of the four separate parcels ( APN 198- 13- 54, 55, 56, and 57), as shown on Exhibit A and described on Exhibit B attached hereto ( the " Lease Properties"), upon which is constructed Percolation Basin 1 (" PB- 1"), used by City to dispose of recycled water.
These parcels total approximately 23. 15 acres and are subject to a reversionary right in favor of Richland and/ or its successors or assigns, upon the happening of certain specified events.
B. City approved a Project Funding Agreement dated September l3, 2021, with Richland, a copy of which is attached hereto as Exhibit C ( the " Funding Agreement"). The Funding Agreement committed Richland to paying $ 1, 376, 966 toward their share of the Surface Water Discharge Project CIP WW 20- 17 (" ProjecY') designed to dispose of recycled water into the San Joaquin River. Richland has provided that funding to City, pending Final Accounting per Section 3 of the Funding Agreement.
C. In Section M of the Funding Agreement Recitals, City committed to return the Lease Properties to Richland when certain conditions had been met:
Once DEVELOPER ( Richland) pays their share of Project Costs, the Project is constructed, City has been given approval to operate the Project by the Central Valley Regional Water Quality Control Board(" CVRWQCB"), and the CVRWQCB waste discharge permit has been amended to remove the need for storage ponds, spray fields and percolation basins, allowing the ponds, spray fields and percolation basins to be used for development purposes, City will deed the parcels noted in Exhibit " A" ( of Funding Agreement) to the DEVELOPER that deeded the land to City. The exception is the two ponds retained by City that are part of the Proj ect.
D. City estimates the conditions noted in Recital C of this Lease will be met by June 2023, but that date could be accelerated or delayed by a
variety of factors. Richland has asked City to
transfer fee title to Lease Properties now, and at the same time enter into a Lease with City to allow City to continue to use Lease Properties for disposal of recycled water as it has done in the past until the conditions in Recital M of the Funding Agreement have been satisfied.
E. City is willing to transfer fee title of Lease Properties via a quitclaim deed to Richland upon City Council approval of the Lease, and receipt of that approved Lease fully executed by Richland. 2514342. DOCX; 2} j-
F. Richland has agreed to fund City staff time to prepare, get City Council approval and execute and record this Lease.
G. If, and to the extent, the Funding Agreement and this Lease are inconsistent, the Parties agree this Lease shall control.
AGREEMENT
NOW, THEREFORE, for good and sufficient consideration, the receipt of which is hereby acknowledged and conclusively presumed to be true notwithstanding California Evidence Code Section 622, Landlord and Tenant agree to all of the foregoing matters, incorporated herein by reference, along with each attached exhibit, and as follows:
1. Lease of the Lease Properties. On the terms and subject to the conditions in this Lease, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the real property ( the Lease Properties") in the County of San Joaquin, State of California, including approximately
23. 15 acres, described more particularly on attached Exhibit B.
2. Term of Lease. The term of this Lease ( the " Term") shall commence on May 16, 2022 the Effective Date defined above) and end when the conditions in Funding Agreement Recital M have been satisfied. City will execute and record a quitclaim deed to Richland in a form equivalent to Exhibit D to this Lease upon receipt by the City of a fully executed Lease that has been approved by City Council. Richland continues to be subject to the Funding Agreement, including Final Accounting in Section 3.
3. Rent. The base rent ( the " Rent") for the entire Term is $ 1. 00 dollar which Rent is all due and payable in arrears on or before the end of the Lease Term. As additional rent, the City agrees to pay for all costs to obtain permits noted in Recital M of the Funding Agreement. City may remove any infrastructure on the Lease Properties, but is not required to do so.
4. Use of Leased Properties. The Lease Properties are leased to Tenant for the following and no other purposes:
4. 1 Dispose of recycled water as allowed in the CVRWQCB disposal permit.
4. 2 To the extent necessary, for the City to take all such reasonable actions to obtain agency permits necessary to construct and operate the Project and remove PB- 1 from the CVRWQCB disposal permit. Richland will be responsible ( a) to remove any infrastructure related to PB- 1 that remains on the Lease Properties upon the date of termination of this Lease, and ( b) to decommission all monitoring wells located on the Lease Properties in accordance with County requirements, prior to receiving a building permit or certificate of occupancy for the Lease Properties.
2514342. DOCX; 2} 2-
5. Covenants and Agreement.
5. 1 Removal of PB- 1 Infrastructure. Tenant has the right, but not the obligation, at Tenant' s sole cost and expense, to remove any or all of the PB- 1 infrastructure from the Lease Properties prior to the expiration of the Term. As noted in Recital " O" of the Funding Agreement, any costs required to remove constructed facilities on property to be returned by City to DEVELOPER( Richland) will be paid solely by DEVELOPER. Property will be returned" As Is".
5. 2 Compliance with Ap licable Law. Tenant shall, at Tenant' s cost and expense, comply with all laws, ordinances, rules, regulations, requirements, and orders, existing and future, of any federal, state, county, or municipal governments, regulatory agencies, and all decisions made by courts of competent jurisdiction (" Applicable Law") which may in any way apply to the use of the Lease Properties, the decommissioning of PB- 1, obtaining the CVRWQCB Decommissioning Approval, and delivery of the Lease Properties to Landlord at the end of the Lease Term without impairing any conditional of approval otherwise imposed on Landlord or adversely affecting the issuance or continued validity of any permit, approval or other authorization issued by or pending issuance by the City related to the development of the Lease Properties after the Lease Term ends.
5. 3 Landlord Permit and Entitlement Rights. Subject to the requirement to decommission monitoring wells in Section 4. 2 of this Lease, Landlord shall have the right at any time during the Term to make application for and process building plans for the development of the Lease Properties. Tenant agrees to diligently and timely process a11 consistent building permit applications filed by Landlord. Landlord agrees not to have issued, and Tenant shall not be obligated to issue, any building permit until the expiration or earlier termination of this Lease.
6. Operatin Costs. Tenant shall pay all costs in connection with Tenant' s operations on the Lease Properties, including but not limited to costs of maintaining and operating PB- 1; costs of tools and labor, electricity, tele-communications and other utilities.
7. Taxes and Assessments. While the Lease Properties are owned in fee by City, the Lease Properties are not subject to property tax or assessments. During the Lease Term, Landlord shall be responsible for the payment of real property taxes ( including taxes imposed under the MelloRoos Community Facilities District Act) or assessments, if any, levied on the Lease Properties, as well as any transfer taxes that may be levied as a result of this Lease. On demand, Landlord shall provide Tenant satisfactory evidence of payment of all such taxes before delinquent.
8. Insurance. Prior to any entry onto the Lease Properties by Tenant and/ or any of Tenant' s licensees or invitees and at all times during the Lease Term, Tenant shall maintain self-insurance, or pooled self-insurance, on terms substantially the same as those on which Tenant self-insures its other real property to protect both Tenant and Landlord, which expressly shall be named and maintained during the Lease Term as an additional insured, against liability and personal, environmental and property damage on the Lease Properties. 2514342. DOCX; 2} 3-
9. Maintenance. Tenant shall, at Tenant' s expense, keep and maintain the Lease Properties, all improvements on the Lease Properties including the PB- 1 infrastructure, and all facilities appurtenant to the Lease Properties, in good order and repair and in as safe, secure, and clean a condition as they were on the Effective Date, except as necessary to diligently decommission PB1.
10. Waste or Unlawful Use. Tenant shall not cause, commit, or permit others to commit, directly or indirectly, through action or inaction, any waste or nuisance on the Lease Properties.
Tenant shall not use or permit the use of the Lease Properties for any unlawful purpose. Reuse or disposal of reclaimed water on the Lease Properties, in accordance with Applicable Law shall not constitute waste, nuisance or an unlawful purpose.
11. Alterations. Other than the optional removal by Tenant of the PB- 1 infrastructure, Tenant shall not make any alterations, diminishments or improvements to the Lease Properties.
12. Acceptance by Tenant. Tenant was the owner of the property that includes the Lease Properties immediately before the Effective Date of this Lease, and is familiar with the Lease Properties. TENANT ACKNOWLEDGES AND AGREES THAT LANDLORD AND
LANDLORD' S AGENTS OR EMPLOYEES HAVE NOT AT ANY TIME MADE AND
ARE NOT NOW MAKING, AND LANDLORD, FOR ITSELF AND FOR EACH OF
THEM, SPECIFICALLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW,ALL WARRANTIES, REPRESENTATIONS OR GUARANTIES OF
ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASE PROPERTIES. Tenant accepts the Lease Properties, the PB- 1 infrastructure and the improvements on the Lease Properties and facilities appurtenant to the Lease Properties in its ASIS, WHERE- IS, AND WITH ALL FAULTS, IF ANY condition, as of the Effective Date.
Tenant acknowledges, accepts, and agrees to be bound by Landlord' s representations and disclaimers herein regarding the condition and utility of the Lease Properties.
13. Indemnification of Landlord. Tenant agrees that throughout the Lease Term and thereafter as to events occurring during the Lease Term, Tenant will indemnify, defend with the same counsel that defends Tenant ( or other counsel acceptable to Landlord, as determined by Landlord in its reasonable discretion), protect and hold Landlord harmless from all damages, injuries, claims and expenses( including, without limitation, actual and reasonable attorneys' fees and costs of defense) arising from Tenant' s possession, occupancy and use of the Lease Properties, including, without limitation, decommissioning activities taken on or for the benefit of the Lease Properties. The obligations of Tenant under this Paragraph 13 survive termination or expiration of this Lease.
California Civil Code 2778( 2), which provides that " 2. Upon an indemnity against claims, or demands, or damages, or costs, expressly, or in other equivalent terms, the person indemnified is not entitled to recover without payment thereof;" is waived and does not apply to this Lease.
14. Assignment and Subleasing.
14. 1 By Tenant. Without the consent of Landlord, which may be granted, conditioned or withheld in Landlord' s sole discretion, Tenant may not assign, delegate or sublease all or any interest, right or obligation in this Lease that exists for the benefit of or is imposed on Tenant. 2514342. DOCX; 2} 4-
14. 2 By Landlord. During the Lease Term, Landlord may hypothecate, encumber, pledge, assign, transfer, or convey its Fee Title ( or any other estate in land that does not impair Tenant' s lease estate) in the Lease Properties provided, however, that Landlord shall provide Tenant at least thirty ( 30) days' prior notice of any such action. Tenant shall within thirty (30) days of the request of Landlord, execute, acknowledge and deliver to Landlord an agreement to subordinate its rights under this Lease to any mortgage or deed of trust now or hereafter in force against the Lease Properties, subject to Landlord obtaining for the benefit of Tenant a subordination, non- disturbance and attornment agreement, on such commercially reasonable form as may be required by the applicable holder of any such mortgage or deed of trust. Tenant covenants and agrees that in the event that any proceedings are brought for the foreclosure of any mortgage or deed of trust, or the giving of a deed in lieu thereof, it shall attorn to Landlord' s successor in interest as its landlord.
15. Default
15. 1 Events of Default. The occurrence of any of the following shall constitute a material default and breach of this lease:
15. 1. 1 One or more failures by Tenant to observe and perform each and every provision of this Lease to be observed or performed by Tenant including, without limitation, provision of self-insurance under Paragraph 8 of this Lease.
15. 1. 2 One or more failures by Landlord to observe and perform each and every provision of this Lease to be observed or performed by Landlord including, without limitation, payment of taxes under Paragraph 7 of this Lease.
15. 2 Notice and Oppartunity to Cure by Tenant. Upon a breach of this Lease by Tenant not involving the payment of Rent or any other monetary amount due hereunder, Landlard shall give written notice to Tenant describing the breach and identifying what acts must be undertaken to cure such breach. Upon receipt of such notice, Tenant shall immediately commence and shall have thirty( 30) days to cure such breach. Upon Tenant' s failure to timely cure the breach, Landlord may pursue such remedies as are available at law or equity including self-help, to the fullest extent permitted by Applicable Law; provided, however, that Landlord may not terminate this Lease or evict Tenant from possession of the Leased Premises unless the cure period has expired without the required cure having been effected. Nothing provided in this Lease, however, shall prevent Landlord from terminating this Lease upon a failure of Tenant to pay the Rent ar other monetaiy obligation due hereunder, or otherwise.
15. 2 Notice and Opportunity to Cure by Landlord. Upon a breach of this Lease by Landlord not involving the payment of any monetary amount due hereunder, Tenant shall give written notice to Landlord describing the breach and identifying what acts must be undertaken to cure such breach. Upon receipt of such notice, Landlord shall immediately commence and shall have thirty( 30) days to cure such breach. Upon Landlord' s failure to timely cure the breach, Tenant may pursue such remedies as are available at law or equity including self-help, to the fullest extent permitted by Applicable Law; provided, however, that Tenant may not terminate this unless the cure period has expired without the required cure having been effected. Nothing provided in this Lease, however, shall prevent Tenant from terminating this Lease upon a failure of Landlord to pay taxes or other monetary obligation due hereunder, or otherwise. 2514342. DOCX; 2}
16. Specific Performance; Damages. In the event of any breach of this Lease, Landlord or Tenant may obtain a remedy in specific performance to enforce an express obligation of Tenant or Landlord under this Lease to make a payment or to perform any of its obligations hereunder and may recover damages from Tenant or Landlord as otherwise provided in this Lease.
17. Condemnation, Damage and Destruction.
17. 1 Condemnation.
17. 1. 1 No City Condemnation. Tenant expressly agrees for itself and each governmental sub- agency within its control that it will not cause or allow an eminent domain proceeding to be commenced or pursued in its name or on its behalf or assign any such claim to another agency that but for this restriction would be permitted to do so.
17. 1. 2 Coo eration to Resist Taking. If any public or quasi- public agency or entity other than Tenant or an agency controlled by Tenant) attempts to take all or part of the Lease Properties under the power of eminent domain during the Lease Term, Landlord and Tenant shall cooperate in good faith, each at its own expense, to prevent or, as applicable, terminate the taking.
If such taking succeeds as to the whole of the Lease Properties despite those efforts, this Lease shall terminate as of the effective date of such taking. If only a portion of the Lease Properties is taken, this Lease shall terminate as of the effective date of such taking only with respect to that portion of the Lease Properties taken.
17. 1. 3 Condemnation Award. Upon any taking or condemnation of all or any portion of the Lease Properties, there shall be no refund of any Rent hereunder, any and all damages and compensation awarded or paid as a settlement or otherwise because of a taking of the leasehold interest in the Lease Properties shall be paid to Tenant, and any and all damages and compensation awarded or paid as a settlement or otherwise because of a taking of the fee interest in the Lease Properties shall be paid to Landlard.
17. 2 Dama e or Destruction. Ifthe Lease Properties are damaged or destroyed, in whole or in part, whether by reason of high waters or from any other cause or reason whatsoever, Landlord shall have no obligation to restore or repair the Lease Properties, and Tenant shall not be released from any obligations under this Lease, nar shall this Lease terminate.
18. Oil, Gas, and Mineral Ri ts. Landlord reserves all rights in any and all minerals, oil, gas, and other hydrocarbons located in, on or under the Lease Properties, provided, however, that during the Lease Term, Landlord shall have no right of surface entry in the Lease Properties.
Nothing in this section limits Landlord' s right of surface entry, as necessary, in an emergency, to comply with Applicable Law and as environmental circumstances and environmental laws make prudent and/ or necessary.
19. Attorneys' Fees. In the event of any claim, dispute or controversy arising out of or relating to this Lease, including an action for damages, specific performance or other equitable relief and/ or declaratory relief, the prevailing party in such action or proceeding shall be entitled to recover its reasonable attorneys' fees and costs actually incurred, including, but not limited to, telephone calls, photocopies, fees for testifying and consulting expert witnesses, and travel, in amounts fixed by the court. Recoverable costs are based on this Lease and are in no way limited by the California Code of Civil Procedure, the California Civil Code, or other law or judicial decision. Such recovery 2514342. DOCX; 2]
shall include, but not be limited to, court costs, out-of-pocket expenses and actual and reasonable attorneys' fees on appeal, if any, or in connection with the enforcement of any judgment. The prevailing party in any such dispute shall be determined pursuant to California Civil Code Section 1717.
20. Notices. Notices allowed or required hereunder shall be made in writing and ( a) mailed by certified mail, return receipt requested, postage prepaid, ( b) personally delivered, ( c) delivered by nationally recognized overnight courier, or( d) sent via facsimile with a confirmation by telephone, to Landlord or Tenant at all the addresses set forth below or such other address as either may designate by notice to the other. Notices shall be deemed ( i) given and received when personally delivered, ( ii) given when mailed and received on the second business day after mailing ( iii) upon delivery receipt or refusal; ar ( iv) on the next business day if delivered by a nationally recognized courier with next business day delivery specified. The sender of each such notice shall pay or make arrangements to pay all delivery costs. Addresses specified in this section may be changed using the procedures in this section to any other( or additional) address located in the State of California.
TO TENANT:
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Attn: City Manager & Public Works Director
With a copy to:
City Attorney
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
TO LANDLORD:
Richland Crossroads, L.P.
3161 Michelson Drive, Suite 425
Irvine, CA 92612
Attn. Craig Cristina
21. Binding on Heirs and Successors. This Lease and each of its provisions shall be binding on and shall inure to the benefit and burden of the parties to this Lease and their respective successors in interest, and permitted assigns.
22. Time of Essence. Time is of the essence of this Lease and of each provision contained within it, and each provision is made and declared to be a material, necessary, and essential part of this Lease.
2514342. DOCX2} 7-
23. Entire A reement. This Lease, including all exhibits attached hereto and incorporated by reference, and the Project Funding Agreement collectively represent the entire agreement between Landlord and Tenant with respect to the subject matter hereof and supersede all prior agreements and understandings, whether oral or written, between Landlord and Tenant with respect to the subject of this Lease. No other representations, covenants, undertakings or other prior or contemporaneous agreements, oral or written, respecting those matters, which are not specifically incorporated herein, may be deemed in any way to exist or to bind either Landlord or Tenant with respect to the subject matter of this Lease. Landlard and Tenant each acknowledge that it has not executed this Lease in reliance on any promise, representation or warranty not specifically included in this Lease or in the Project Funding Agreement.
24. Further Acts. As is commercially reasonable under the circumstances then existing, Landlord and Tenant agree to perform such further acts and to execute and deliver such further instruments as are reasonably necessary to accomplish the intent and purpose of this Lease.
25. Effect of Partial Invaliditv. If any provision of this Lease is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions of the Lease shall remain in full force and effect consistent with the unaffected portions hereof.
26. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law provisions. Venue for any action with respect to this Lease shall lie in the state courts of California in San Joaquin County, California. Landlard and Tenant, each for itself, hereby consent to personal jurisdiction of all such courts located in San Joaquin County, California, for purposes of any suit or action to interpret, enforce, or otherwise with respect to, this Lease.
27. Counterparts. This Lease and any modifications hereto may be executed in any number of counterparts with the same force and effect as if executed in the form of a single document, all of which the executed counterpart documents will constitute. This Lease and all documents eXecuted pursuant hereto other than documents that require notarization and/ or must be recorded may be executed and transmitted electronically, with the same effect as original ink signatures would have.
28. No Third- Party Beneficiaries. Tenant intends to hold the Lease Properties as a part of the City' s wastewater utility and as a recycled water percolation pond until the requirements in Section M of the Funding Agreement have been satisfied. However, no customer of Tenant' s ( or any affiliated public or private) wastewater utility or any developer of property served by Tenant' s wastewater utility, or any other person or entity that other than Tenant has, by virtue of those facts alone, any interest in any particular Percolation Pond operated by Tenant. There are no third- party beneficiaries to this Lease, intended, incidental or otherwise and this Lease does not create any rights of any kind in any person, firm or entity other than the Parties.
29. Assistance of Counsel and Advisors. Landlord and Tenant, each for itself, warrant as follows:
29. 1 Assistance of Counsel and Other Advisors. It either had the assistance of its own independent legal counsel and tax and other advisors or had such counsel and advisors available to it, in connection with the negotiation, drafting, and execution of this Lease. 2514342. DOCX2}
29. 2 Authoritv. It authorized the execution of this Lease and that each person signing this Lease on its behalf has the power, the right and all authority necessary to bind the party on whose behalf it signs this Lease to this Lease and, by its signature, does so. To effectuate this Lease, the parties have caused their duly authorized representatives to execute this Lease as of the Effective Date.
29. 3 No Presumption Re a g Drafter. The terms and conditions of this Lease have been negotiated and discussed by and among the Parties and their attorneys, and that this Lease reflects their mutual agreement. Because of the nature of the negotiations and discussions, the Parties agree that it would be inappropriate to deem any party to be the drafter of this Lease or any specific provision herein, and therefore no presumption for or against validity, enforceability or as to any interpretation hereof, based on the identity of the drafter, shall be applicable in interpreting or enforcing this Lease.
IN WITNESS WHEREOF, Landlord and Tenant each have executed this Lease to be effective as of the Effective Date, regardless of the date( s) on which it is signed.
TENANT LANDLORD
CITY OF LATHROP, Richland Crossroads, L.P.
a municipal corporation a California limited Partnership By: By:
Its: Its:
Approved as to for .
S- z 2-cnZSalvador Navarrete,
City Attorney
2514342. DOCX; 2} 9-
EXHIBIT A
MAP OF APN 198- 13- 54, 55, 56, AND 57
2514342. DOCX; 2}
EXHIBIT A
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EXHIBIT B
LEGAL DESCRIPTION OF THE LEASE PROPERTIES
25 L4342. DOCX; 2} 11-
EXHIBIT
LEGAL DESCRIPTION
PERCOLATION POND 1
RICHLAND CROSSROADS, L.P.
CTTY OF LATHROP, SAN JOAQUIN COUNTY, CALIFORNIA
CERTAIN REAL PROPERTY SITUATE IN THE CTTY OF LATHROP, COUNTY OF SAN JOAQUIN, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCELS 7, 8, 9 AND 10, AS SAID PARCELS ARE SHOWN ON THE MAP ENTTI' LED PARCEL MAP 03- 01- PM, RICHLAND PLANNED COMMUNITIES INC.", FILED JULY 28, 2004, IN BOOK 23 OF PARCEL MAPS AT PAGE 47, OFFICIAL RECORDS OF SAN JOAQUIN COUNTY.
CONTAINING 23. 15 ACRES, MORE OR LESS.
EXHIBIT C
PROJECT FUNDING AGREEMENT DATED SEPTEMBER 13, 2021
2514342. 11OCX; 2) I Z-
PROJECT FUNDING AGREEMENT
By and Among the City of Lathrop, California, a Municipal Corporation and
Richland Crossroads, L.P.
for
The City' s Project Costs Related to the
Surface Water Discharge Project CIP WW 20- 17
This Project Funding Agreement ( the " Agreement") is rnade and entered into this 13 h day of
September 2021 (' Bxecution Date"), by and between the CITY OF LATHROP, a municipal corporation ( hereinafter " CITY") and Richland Crossroads, L.P., a California limited partnership ( hereinafter " DEVELOPER"). The three developers listed in Exhibit A and CITY are referred to herein, individually as " party" or " Developer", and collectively as the " parties." The Effective Date shall be the date upon which all of the Developers execute this same form of agreement.
RECITALS
A. CTTY currently operates the Lathrop Consolidated Treatmenl Facility(" LCTF"). CITY and DEVELOPER and other developers, set forth in Exhibit " A" (" Project Costs"), desire to modify the LCTF and to construct a pipeline to dispose of highly treated effluent(" Recycled Water") from the LCTF via a surface water discharge to the San Joaquin River ( the River"). This will require acquisition of a National Pollutant Discharge Elimination System (" NPDES") permit from the Central Valley Regional Water Quality Control Board CVRWQCB") plus perinits from several other State of California and Federal agencies to construct the pipeline.
B. CITY cui•rently possesses discharge permits with the CVRWQCB for the LCTF that requires recycled water to be disposed of on land for agricultural purposes, or as irrigation of urban landscaping ( medians and side street landscaping). At buildout of CITY, the ponds required to hold this recycled water during the winter, and lands required to dispose of the effluent, would cover roughly 1, 500 acres of potential development land at a cost of over 200 million.
C. The Surface Water Discharge Project CIP WW 20- 17 ( the " Project") is designed to deliver recycled water to thc River and includes construction of improvements at the LCTF to dechlorinate the recycled water, construction of a pipeline from the LCTF to and over the River levee, and construction of an outfall structure to be built within the River.
D. As a condition of receiving the NPDES permit, the RWQCB will require CITY to maximize use of recycled water for urban irrigation, including parks and street landscaping. The Project costs therefore include the cost of permanent storage ponds to allow the recycled water system to operate when the city is built- out.
E. The Project includes purchasing two ponds from River Islands Development, LLC (" River Islands") that would otherwise have been returned to River Islands under the right of reverter included in the deeds originally dedicating the property to CITY. Of the seven existing storage ponds currently available to CITY for storage of recycled water, the two River Island ponds are in locations most useful to the recycled water system and are located in portions of the City where the development land value is lowest.
F. River Islands has agreed to accept the $ 6. 1 million in reimbursement and fee credit for its ponds, pump stations and pipeline as a credit toward River Islands pro rata share of the Project. Accordingly, River Islands shall not pay any future wastewater disposal fees or charges towards the Project on future building permits. In addition, once the Project Costs as defined below) have been paid by DEVELOPER in accordance with Exhibit A, then DEVELOPER shall not pay any future wastewater disposal fees or charges towards the Project on future building permits, to the extent DEVELOPER acquires and retains surface water discharge disposal capacity with this agreement.
G. CITY, with funding from CITY sewer connection fees, contracted for the design and permitting of the Project. The consultant cost for this preliminary work ( approximately 2,049, 448 to date) is part of the total funding obligation of all stakeholders participating in the Project.
H. DEVELOPER, as well as the other stakeholders who have requested capacity in the Project, is required to fund their pro- rata share of the design, permitting, program manabement, CEQA preparation and construction as detailed in the attached Exhibit " A" and under the terms and conditions of this Agreement. This funding commitment may also include funds that were deposited to CITY to guarantee construction of sprayfields and ponds that would be deemed unnecessary by C1TY once the Project is commissioned and recycled water discharged to the San Joaquin River, assuming DEVELOPER agrees to commit these funds to the Project.
1. At the City' s request, River Islands funded two City contracts when work on the Surface Water Discharge Project began in 2019, including $74,939 for a contract between the City and Robertson- Bryan, Inc ( RBI) on January 14, 2019, plus $ 91, 287 for a contract between the City and Ascent Environmental on June 10, 2019, and these funds were understood to be treated as a credit toward River Islands share of Project Costs.
J. Estimated Project Costs shown in Exhibit A will be incurred to provide design and construction for the Project to serve the City at buildout.
K. DEVELOPER' s full payment of DEVELOPER' s proportionate Project Costs will be due within 10 days after CITY award of the construction contracts far the Project. If any developer prefunds costs prior to the deadline for full payment for all the Project Costs, DEVELOPER' s prefunded contribution will be credited to their share of the total Project Costs. If any PARTICIPANT fails to provide the funds required in their Project Funding Agreement within the 10- day time limit, the cost of that PARTICIPANT' s share will be immediately increased by adding 20°lo to the cost, plus an additional 10% per year for thc time between the l0-day time limit and the date the full payment is made, unless an alternative payment schedule is agreed upon between the City and the PARTICIPANT.
L. The estimated Project Costs include the individual developer' s costs to modify the CVRWQCB waste discharge permit to allow their sprayfields and ponds or percolation pond to cease being used by the City and returned to them pursuant to the right of reverter contained in the deeds originally dedicating the property to the City.
M. Once DEVELOPER pays the share of Project Costs, the Project is constructed, CTTY has been given approval to operate the Project by CVRWQCB, and the CVRWQCB waste discharge permit has been amended to remove the need for storage ponds and spray fields as noted in Exhibit A, and allowing the ponds and spray fields to be used for development purposes, the City:
a. Will deed the parcels noted in Exhibit A to the Developer that deeded the land to the City. The exception is the ponds retained by the City that are parl of the Project; and N. CTTY will make sewer disposal capacity available to DEVELOPER in the Project at the capacity identified in Exhibit " A" provided DEVELOPER fulfills all terms and conditions of, pays its proportionate share of Project Costs.
O. Any costs required to remove constructed facilities on sprayfields or storage ponds to be returned by CITY to DEVELOPER will be paid solely by DEVELOPER. Property will be returned " As Is".
P. Following construction of the Project, a capital facility fee will be created to recover costs incurred by CITY in consultant cost for this preliminary work and in the consh-uction costs funded by CITY, but shall not apply to DEVELOPER as they have paid their share of Project Costs under this Agreement.
Q. Exhibil A includes the low bid costs received by the City on July 13, 2021, as highlighted in that Exhibit.
NOW THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, CITY and DEV LOPER hereby agree as follows:
AGREEMENT
1. Incorporation of Recitals. The parties agree that the foregoing Recitals are true and correct, and are incorporated as a part of this Agreement as if set forth in full herein.
2. Pro Rata Share.
a. DEVELOPER agrees to provide One Million Thi•ee Hundred Seventy- Six Thousand Nine Hundred Sixty- Six Dollars ($ 1, 376, 966. 00) to CITY as their pro- rata sliare of the total Project Casts as detailed in Exhibit " A". This amount must be provided prior to but no later than 10 days after the City awards the construction contract for the Project.
i) Construction timing is critical, and cannot be delayed due to nonpayment by any Developer. If any Developer fails to contribute its entire pro- rata share of Project Costs set forth in these Funding Agreements within ten ( 10) days after the City awards the construction contract for the Project, or other such timeline as may be agreed to between CITY and Developer, then ( A) CITY shall advance the noncontributing Developer' s partion of Project Costs, and ( B) ) the non- contributing PARTICIPANTS portion ofthe Project Costs will be immediately increased by 20%o of the Cost in this Agreement, plus an additional 10% per year of delay from the date ten ( 10) days after the CTTY awards the construction contract for the Project to the date the full, increased by 20°Io share is paid to City, and ( C) such noncontributing Deveioper' s discharge capacity allocation shall not be available until such non- contributing Developer' s portion of Project Costs is paid in full. The result will be that non- contributing Developers shall continue to be responsible to provide Storage and disposal capacity for their Surface Water Discharge Capacity Allocated as identified in Exhibit A and their " Land Returned to Developers" identified in Exhibit A shall be retained by the City until such time as their portion of Project Costs are paid in full.
3. Final Accountin.
a. CTTY shall provide a draft final accounting of all construction costs incurred by CITY in connection with the Project( the" Final Accounting") to DEVELOPER not later than 90 days after final completion and CITY aceeptance of the Project. DEVELOPER acknowledges that the Final Accounting may include costs that exceed the estimates (" Excess Costs"). b. DEVELOPER shall have the right to review and approve the Final Accounting, which review and approv l sh ll be provided, if at all, within 10 business days after DEVELOPERS' receipt of the Final Accounting. If any Developer has not timely provided its written approval or comments, if any, then such Developer shall be deemed to have approved the Final Accounting. Subject to the foregoing, CTTY and Developers will work together to resolve any questions raised regarding the draft Final Accounting prior to it becoming final. c. Once all Developers approve the Final Accounting, ( A) CTTY shall notify all Developers of such agreement(" Notice of A roval of Final Accountin and( B) all Developers shall pay their respective share of any" Excess Costs" as set forth in the Final Accounting within thirty( 30) days after receipt ofthe Notice of Approval of Final Accounting. The Notice of Approval of Final Accounting shall attach the approved Final Accounting, the pai-ties' final allocations of the Excess Costs applicable to each Developer. d. If any Developer fails to contribute its share of Excess Costs set forth in the Final Accounting within thirty ( 30) days aftec receipt of the Nolice of Approval of Final Accounting, then, similar to Section 2 ( a)( i) above, CITY shall advance the noncontributing Developer' s poi•tion of Excess Costs, and such non- contributing Developer' s discharge capacity allocation shall not be available until such noncontributing Developer' s portion of Excess Costs is paid in full. The result will be that non- contributing Developers shall continue to be responsible to provide storage and disposal capacity for their Surface Water Discharge Capacity Allocated as identified in Exhibit A and their " Land Returned to Developers" identified in Exhibit A shall be retained by the City until such time as their portion of Excess Costs are paid in full. e. To the extent that the approved Final Accounting illustrates cost savings( e. g. the Project was constructed for less than the Project Costs, CTI' Y shall reimburse to each Developer its pro rata share of such cost savings within thirty( 30) days after CTTY' S issuance of the Notice of Approval of Final Accounting.
4. Default.
a. If any party materially breaches or fails to comply with any of its obligations under this Agreement, such breachinb party shall have thirty ( 30) days after receipt of written notice of breach from a non- defaulting party ( the " Breach Notice") to cure such breach or noncompliance ( as such period may be extended as set forth below, the " Cure Period"). If such breaching party does not cure such breach or noncompliance within the Cure Period, it shall be deemcd in default (" Default"} under this Agreement; provided, however, that ifthe nature of the breach or noncompliance reasonably requires inore than thirty( 30) days to cure, the breaching party shall not be in Default under this Agreement so long as the breaching party commences such cure within the Cure Period and diligently prosecutes such cure, and provided further that the Breach Notice shall set forth in reasonable detail the nature of the breach, noncompliance or default, as the case may be. The party sending the Breach Notice shall provide a copy to all parties hereunder.
b. Subject to the provisions of Section 4( c) below, upon a Default pursuant to Section 4( a), the parties shall first mediate the dispute in good faith using a mutually acceptable medialor, which mediation shall be scheduled and concluded not later than 60 days after expiration of the Cure Period. Tl e mediation shall be conducted in accordance with the Construction Industiy Mediation Rules of the American Arbitration Association cuirently in effect. Claims, controversies or disputcs not resolved by mediation shall be decided by binding arbitration uriless the parties mutually abee othenuise. Arbitration shall be conducted in accordance with the Consh uction Induslry Arbitration Rules of the A.merica Aibit-ation Association currently in effect. The dema d for arbitration shall be filed in writing with the other parties to this Agreement and the Ameiican Arbitration Association. Notwithstanding the foregoing, any party may seek injunctive or other unmedia e equitable relief, if applicable, in a court of law, pending resolution of the dispute tYu ough mediation or ubit ation.
c. Notwithstanding the foregoing, in thc event of a payment default hereunder that is not cured within ten ( 10) business days after any DEVELOPER' s receipt of a Breach Notice from CITY:
i) CITY may immediately suspend such Developer' s ability to use its discharge capacity; and
ii) CITY may sell such Developei' s discharge capacity to repay Developers that funded the Project Costs.
5. Counterpaits. This Agreement may be executed in counterpa ts, including electronic ( pd and facsimile counterparts, each of which shall be considered an original and all of which together shall be considered the same document.
6. Advice of Counsel. Each of the parties has received the advice oflegal counsel prior to signing this Agreement. Each party acknowledges no other party or agent or attorney has made a promise, representation, or warranty whatsoever, express or implied, not contained herein concerning the subject matter herein to induce another party to execute this Agreement. The pa-ties agree no provision or provisions may be subject to any n les of construction based upon any party being considered the party drafting this Agreement.
7. Governin Law. The validity, interpretation and effect of this Agreement are governed by and shall be construed in accordance with the laws of the State of Califomia.
8. Severabilitv. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable but the remainder of the Agreement can be enforced without failure of mateiial consideration to any party, then this Agreement shall not be affected and it shall remain in full force and effect. If, however, the invalidity or unenforceability of any provision of this Agreement results in a material failure of consideration, all parties shall meet and negotiate in good faith not less frequently than every ten( 10) days and formulate new terms that substihite the stricken clause with other provisions that provide substantially similar teirns as the stricken clause. If the pa ties are unable to agree, then the parties shall resolve the issues through mecliation as sel forth in Section l l.b.
9. Authorization. Without any personal liability therefor, each person executing this Agreement on beh lf of the applicable party hereto warrants that( i) such party is duly organized and existing,( ii) such person has been duly authorized to execute and deliver this Agreement on behalf of the applicable party, ( iii) the execution of this Agreement by such person shall bind the applicable pa- ty to the teinls of this Agrecmcnt, and ( iv) to such person' s knowledge, the execution of this Agreement does not violate any agreement as to which such pa- ty is bound. CITY represents and warrants that CTTY has obtained any necessary approvals to execute this Agreement and be bound by the terms hereof.
10. Other A reements Not Affected. This Agreeulent constitutes the entire agreement betwecn the parties hereto with respect to lhe Projecl Costs and supersedes all prior understandings or abeements with respect to the subject inatter hereof. This Agreement may be modified only by specific reference describing a mutual intent and agreement to amend this Agreement in written documents signed by all parties hereto.
11. Notices. All notices which are allowed or required to be given hereunder shall be in writing and( i) shall bc deeined givcn and reccivcd when pei•sonally delivered or( ii) shall be deemed biven when the same are deposited in the United States Mail, with sufficient postage prepaid, to be sent by registered or certitied mail or overnight mail seivice, addressed to the desibnaled person by one party to another in writing, and shall be deemed received on the fourth business day after such mailing. Any notice shall be given to all of the following:
CITY DEVELOPER
City of Lathrop Richland Crossroads, L.P.
390 Towne Centre Drive 3161 Michelson Drive, Suite 425
Lathrop, CA 95330 Irvine, CA 92612
Attn. City Managcr Attn: Craig Cristina
With a copy to:
City of Latluop
390 Towne Centre Drive
Latlu-op, CA 95330
Attn: City Attorney
12. Further Assurances. The parties agree to perform such further acts and to execute and deliver such further instruments as are reasonably necessary to accomplish the intent and purpose of this Agreement.
13. Assignment and Transfer. This Agreement sha( 1 inure to the benefit of and bind the successors and permitted assigns of the parties. Except for an assbQnment to an Affiliate ( deFmcd below) of a Developer, no Developer may assign this Agreement without the prior written consent of C1TY, which sh ll not be unreasonably withheld, condilioned or delayed. Without limiting the foregoing, prior to any Developer assignment,( i) the assigning Developer shall notify all parties of the proposed assignment and provide reasonable inf rmation to the parties regarding the proposed assignee and( ii) any potential assignee must reasonably demonst- ate to the C1TY' s satisfaction that the proposed assignee has the financial ability and experience to fi lfill the assigning Developer' s obligations under this Agreeinent. Any Developer inay assign this Agreement to an Affiliate, with notice to the other parties hereto. As used herein, the te m" Affiliate" means any person, entity ar organization as to which any Developer has a
controlling interest. As used herein, " controlling interest" means the right to control the management decisions of such persan oi- entity, whether by contract or otherwise.
14. Time of the Essence. Time is of the essence of this Agreement.
15. Construction. All p u-ties have been represented by counsel in the preparation of this Agreement and no presumption or rule that ambiguity shall be constiued against a drafting party shall apply to inteipretation or enforcement hereof. Captions on sections and subsections are provided for convenience only and shall not bc dcemcd to limit, amend or affect the meaning of the provision( s) to which they pertain.
16. No Joint Venture or Partnership. Nothing in this Abeement or in any document executed in connection with this Agreement shall be construed as creating a joint venture, partnership, or any agency relationship between CITY and a DEVELOPER or all Developers.
17. Waiver. No waiver of any provision of this Agi•eement shall be effective unless such waiver is in writing and signed by a duly authorized representative of the party against whom enfarcement is soL bht.
18. Table of Exhibits. The following exhibits are attached hereto and inade a part hereof:
Exhibit A: Discharge Capacities, Project Costs, Reimbursements, Developer' s Share and Land Ret u ned to Developeis
In witness whereof, the CITY and DEVELOPER have executed this Agreement as of the date or dates set forth below.
CITY OF LATHKOP, a Municipal
Corporation of the State of California
BY•
St en J. Salvatore
City Manager
A'I'"T S' T:
BY rl' t/ l'
Te esa Vargas
y Clerk
Dated: Q// Z
APPROVED AS TO FORM:
BY:
Salvador V. Navarrete
City Attorney
Dated: y Z-' - Zo 2.
RICHLAND CROSSROADS. L.P.
a California limited partnership ( DEVELOPF,R)
BY:
Jo Troutman
Vicc President
Dated: September 10, 2021
EXHIBIT A
Project Costs")
Surface Water Discharge Capacity Allocated
River Islands 65. 2% 2, 843. 719. gpd
Saybrook CLSP, LLC 9. 8% 427,? 55. gpd
Richland ( Crossroads) 7. 6% 330, 000. gpd
Citv of Lathrop 17. 4% 756 750 pd
Total 100 % 4, 357, 724. gpd
Proiect ESTIMATED Costs
1) Permitting 704, 000.
2) CEQA 650, 000.
3) Improvements at the CTF 3, 620, 000. 7/ 13/ 21 Low Bid 4) Construction of a
pipeline to the river $ 3, 382, 000. 7/ 13/ 21 Low Bid
Design, construction management, etc. $ 2, 255, 040. Revised based on bids 6) Contingency 10%) 1. 060, 704. Revised to 10% on bids 7) Reimbursements 6 515 399
Total Estimated Project Cost 18, 183, 143. Total - ith bids Credits Due for Advance Funding of Consultant Work awarded by City River Islands: Robertson- Bryan contract $ 74, 939. Contract awarded Jan 14, 2019 River Islands: Ascent Environmental 91 287. Contract awarded June 10 2019 Total Credits 166, 226.
Reimbursements Due
River Islands Pond SS 1, 001, 800. ( pond not returned to RI) Pond S16 4, 083. 716 ( pond not returned to RI)
RW Pipe to S16 886, 000.
Pipeline/ land for Project $ 90. 133 ( pipeiine not rcturned to RI) Total RI Reimbursement $ 6, 061, 649.
Citv Pipeline for Project 453 750
Total Reimbursements 6, 515,399.
Developer' s Share of Proiect Costs
River Islands 652% 11, 865, 770
Saybrook CLSP, LLC 9. 8% 1, 782, 774
Richland( Crossroads) 7. 6% 1, 376,966
City of Lathrop 17. 4% 3, 157 633
Total Project Costs 100 % 18, 183, 143
River Islands Cash Due
11, 865, 770. River Islands share of Project
6, 061, 649. River Islands Reimbursements Due
166, 226. River Islands Credit for Advance Fundin of Studies 5, 637, 895. River Islands Cash Due to Build Project
Lands Returned to Developers
LLA/ Pond Acres
River Islands LAA A28 10 ( LAn = 1and application area) LAA A30 35
LAA A31 95
LAA A34 48
LAA A35 50 ( includes A35, A35b and A35c)
LAA A32 27 ( guaranteed but not yet built)
Saybrook CLSP, LLC Pond S28 8
LLA A36 29
LLA A37 38
Pond S29 0
former LAA, pond guaranteed but not yet built)
LAA A37 10 ( guaranteed but not yet built)
LAA A38 9 guaranteed but not yet built)
Richland PB- 1 23 ( PB = Percolation Basin)
City of Lathrop LAA Axx 20 ac4uired/ desi ned but not vet built) Total Land to be Returned 402 Acres
EXHIBIT D
FORM OF QUITCLAIM DEED
to be attached]
2514342. DOCX2} 13-
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY OF LATHROP, a municipal corporation
CITY OF LATHROP
CITY CLERK
390 TOWNE CENTRE DRIVE
LATHROP, CA 95330
SPACE ABOVE THIS L/NE FOR RECORDER' S USE. j
APNs: 198- 130- 54, 55, 56 and 57
QUITCLAIM DEED
FOR THE ABOVE- LISTED APNs
THE UNDERSIGNED GRANTOR( s) DECLARE
THAT NO DOCUMENTARY TRANSFER TAX IS DUE. This is a deed from a general law city where the exempt agency is transfering title. R& T 11922 and for consideration less than $ 100 R& T 11911; and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
THE CITY OF LATHROP, A MUNICIPAL CORPORATION
does hereby remise, release and forever quitclaim to Richland Crossroads, L.P. all ownership and all other rights to that property located in the County of San Joaquin, State of California described on Exhibit A attached hereto.
This Quitclaim Deed is executed and delivered by Grantor pursuant to Resolution No. 22 - xxxx of the City Council of Lathrop which is available at the City. signature pages follow]
EXHIBIT A
LEGAL DESCRIPTION
PERCOLATION POND 1
RICHLAND CROSSROADS, L.P.
CITY OF LATHROP, SAN JOAQUIN COUNTY, CALIFORNIA
CERTAIN REAL PROPERTY SITUATE IN THE CITY OF LATHROP, COUNTY OF SAN JOAQUIN, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCELS 7, 8, 9 AND 10, AS SAID PARCELS ARE SHOWN ON THE MAP ENTITLED PARCEL MAP 03-01- PM, RICHLAND PLANNED COMMUNITIES INC.", FILED JULY 28, 2004, IN BOOK 23 OF PARCEL MAPS AT PAGE 47, OFFICIAL RECORDS OF SAN JOAQUIN COUNTY.
CONTAINING 23. 15 ACRES, MORE OR LESS.