Exhibit A_Pereira DA19-01 2020.4.14 — Ripon City Council, May 12, 2026

EXHBIT A
Recording Requested By:

Return to:

City of Ripon
259 N. Wilma Ave.

Ripon, CA 95366
Attention: Jane Kilgore
Deputy City Clerk
Recording fee exempt pursuant to Government
Code Section 6103
Development Agreement
Reference:

1. HPG Ripon Development LLC

2. Pereira Properties

3. Gregory R. Miller and Donna L. Miller

4. City of Ripon
•

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Ripon
Deputy City Clerk
259 N. Wilma Avenue
Ripon, California 95366
Exempt from recording fees (Government Code Section 6103)

DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (Agreement") entered into this 14th day of April, 2020, between the CITY OF RIPON, a Municipal corporation, hereinafter referred to as "City", and HPG Ripon Development LLC (Developer) and Pereira Properties, a California general partnership and Gregory R. and Donna L. Miller, husband and wife as Joint Tenants ("Owners"), pursuant to the provisions of Article

2.5 of Chapter 4 of Division 1 of Title 7 of the California Government Code, Sections 65864 through 65869.5.

RECITALS
A. The Legislature of the State of California adopted Section 65864, et seq., of the Government Code to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risks of development. These sections authorize the City and an applicant for a development project to enter into a development agreement, establishing certain development rights in the real property which is subject to the development project application or applications.

B. The City, pursuant to Ordinance No. 349 and Title 16 of the Ripon Municipal Code, has adopted certain rules and regulations and established procedures and requirements for consideration of development agreements. Owners and Developer have a legal interest in and propose to develop that certain real property (the "Property") in the City of Ripon as shown on the map attached hereto as Exhibit "A" (the "Project") subject to compliance with all terms and conditions of the Development Plan and this Agreement, including the Conditions of Approval. The Property is more particularly described in the legal description of the Property attached hereto as Exhibit "B" and also incorporated herein by reference.

The City has previously approved a Tentative Subdivision Map (S19-01) for Developer's project to consist of 48 single family residential lots (the "Project") within the boundaries of the Milgeo Planning District.

The City desires to approve the Project, and finds and determines that this Project will result in the creation of a physical environment which will conform to and compliment the goals of the community and is consistent with the goals and policies of the City's General Plan.

Implementation of the Project by Developer pursuant to the terms and conditions set forth herein is in the best interest of the City and will provide for orderly development of the Project area consistent with the City's General Plan, Zoning Ordinance, and planning goals and objectives. 1 F. Owners and Developer have requested that the City of Ripon enter into a development agreement to assure that Developer may proceed with development of the Project pursuant to the Provisions of this Agreement, including the Conditions of Approval set forth in Exhibit "C" and any attachments thereto, and those rules, regulations, ordinances, design, improvement and construction standards and specifications, and policies of City applicable to implementation of this Project as such rules, regulations, ordinances, design, improvement and construction standards and specifications, and policies existed on the date of the approval of this Agreement.

The Project and related approvals ("Project Approvals") and this Agreement have all been properly reviewed and assessed by the City pursuant to the California Environmental Quality Act, California Public Resources Code Section 21000, et seq. ("CEQA"), and the "CEQA Guidelines", 14 California Administrative Code Section 15000 et seq., promulgated thereunder. Pursuant to the CEQA, a mitigated negative declaration has previously been certified with respect to the Project.

AGREEMENT
SECTION 1. THE PROJECT. The Property is that real property shown on the "Tentative Map" (Exhibit "A") and as described in Exhibit "B". The Project approved pursuant to this Agreement shall be 48 single family lots.

SECTION 2. TERM. Those provisions of this Agreement which provide for Developer's vested right to develop the Property, and limit the City's right to impose additional fees and/or other development related exactions shall be effective for a period of ten (10) years (the "Initial Term"), beginning thirty (30) days after approval of the ordinance approving this Agreement, unless extended or amended by mutual consent of the parties pursuant to Section 16 or unless this Agreement is terminated or modified pursuant to the provisions of Sections 6 and 8. Notwithstanding any other provision of this Agreement, Owners and Developer's obligations with respect to the Property to be developed, as set forth in this Agreement and the Conditions of Approval including, but not limited to, all dedications of land or other exactions, shall survive the expiration or termination of this Agreement, unless such obligations are expressly waived in writing by City.

SECTION 3. PERMITTED USES. The permitted uses of the Property, the intensity of use, the maximum height and size of proposed buildings, and the provisions for reservation or dedication of land for public purposes, the construction, installation and extension of public improvements, and other terms and conditions of development applicable to the subject property shall be those set forth in the following:
a. The City Zoning Ordinance and General Plan as amended. b. The approved Tentative Map and the final approved improvement plans, or other agreements for the Property, as the case may be.
c. The "Conditions of Approval" attached hereto as Exhibit "C", as incorporated herein by reference.
d. This entire Agreement and the ordinance adopting this Agreement. e. If not set forth in a, b, c, or d, then as set forth in the applicable ordinances, rules, regulations, and official policies of the City in force at the time of execution of this Agreement.
2 In the event of a conflict between the provisions of a, b, c, or d, and the ordinances, rules, regulations and official policies of the City, the provisions of a, b, c, or d shall prevail over any conflicting provisions of the ordinances, rules, regulations, and official policies of the City.

SECTION 4. RULES, REGULATIONS, AND OFFICIAL POLICIES. During the Initial Term of this Agreement or the Extended Term, if applicable, the City may apply only such new or modified rules, regulations, ordinances, laws, general or specific plans, community plans, adopted building codes and official policies which are not in conflict with those in effect on the date of this Agreement, or the terms, spirit and intent of this Agreement. No ordinance or other restriction, whether adopted by the City Council or the voters of the City, shall have the effect of limiting the rate or construction of development of the Subject Property. Development Impact Fees, as set forth in the City of Ripon Public Facilities Finance Plan ("PFFP") (see Attachment 1 to Exhibit "C"') shall be subject to annual indexed adjustments as provided in the Ripon Municipal Code. Except as set forth above, and throughout the term of this Agreement, provided Developer is not in default under the terms hereof, the Project shall not be subject to revised PFFP fees or new development impact fees, except those imposed by third party government agencies. This Section, however, shall not preclude the application to the Property of any changes in city laws, regulations plans or policies, the terms of which are specifically mandated and required by change in state or federal laws or regulations. In the event such changes in state or federal laws prevent or preclude compliance with one or more provisions of this Agreement in implementation of the development of the Project, the parties shall take action pursuant to or proceed in accordance with, Section 16 of this Agreement. This section shall not be construed to limit the authority or obligation of the City to hold necessary public hearings, to limit discretion of the City or any of its officers or officials, with regard to rules, regulations, ordinances, laws and entitlements of use which require the exercise of discretion by the City or any of its officers or officials, provided that subsequent discretionary actions contemplated by this Agreement shall not prevent development of the Property in accordance with the terms and conditions of this Agreement.

SECTION 5. APPLICATION OF REVISED ADMINISTRATIVE FEES. Application fees, processing fees and inspection fees that are revised during the term of this Agreement shall apply to the Project pursuant to this Agreement provided that:
a. Such fees apply to all private projects or works within the City; b. Their application to the Project is prospective only; and C. Their application to the Project would not conflict with the terms, spirit and intent of this Agreement, nor frustrate implementation of this Agreement.

SECTION 6. DEFAULT. Developer shall be in default under this Agreement upon the happening of one or more of the following events or conditions:
a. If a warranty, representation or statement made or furnished in writing by Developer to City is false or proves to have been false in any material respect when it was made. b. If Developer fails to substantially satisfy any of the Conditions of Approval, including the timely payment of mitigation fees as set forth therein. In the event Developer fails to make timely payment of any mitigation fees, in addition to any other remedies contained herein, all remaining deferred mitigation fees shall become immediately due and payable. c. If a finding and determination is made by City, following a periodic review under the procedure provided for in Section 8 of this Agreement, that upon the basis of substantial 3 evidence the Developer has not complied in good faith with the terms and conditions of this Agreement. Upon default, the City may terminate or modify this Agreement in accordance with the procedure adopted by City in Chapter 16.60 of the Ripon Municipal Code. City shall not be held to have waived any claim of defect in performance by Developer for failure to propose to modify or terminate this Agreement upon discovery of the defect in its annual review under Section 8, as long as City notifies Developer in writing of such defect. Non-performance shall not be excused because of any failure of a third party. Adoption of a law or other governmental activity by any governmental agency other than City which makes performance by Developer unprofitable or more difficult or more expensive shall not excuse the performance of the obligation by the Developer. Non-performance shall be excused only when it is prevented or delayed by acts of God or an emergency declared by the Governor. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing development agreements are available to the parties in the event of breach. In no event shall Developer be entitled to any damages against City upon termination or breach of this Agreement.

SECTION 7. IMPLEMENTATION OF DEVELOPMENT. Developer agrees to proceed in good faith and in a reasonable and diligent manner to implement development of the Project in accordance with the Project Approvals and the terms and conditions of this Agreement, and agrees to make prompt payment of mitigation fees as set forth in the Conditions of Approval.

SECTION 8. ANNUAL REVIEW. The provisions of this Agreement shall be reviewed on an annual basis on such date as shall be established by the City, at which time Developer shall be required to demonstrate good faith compliance with the terms of this Agreement. If, as a result of such periodic review, the City Council finds and determines, on the basis of substantial evidence, that Developer has not complied in good faith with the terms and conditions of this Agreement, the City shall notify the Developer of such non-compliance in writing within thirty (30) days. Unless so notified, it shall be presumed that Developer is in compliance with this Agreement. Upon a finding of non-compliance and written notice thereof being given to Developer, and upon failure of Developer to correct or remedy the default within thirty (30) days of Developer's receipt of said notice, the City may modify or terminate this Agreement pursuant to the provisions of Chapter 16.60 of the Ripon Municipal Code.

SECTION 9. BINDING NATURE OF AGREEMENT. The burden of this Agreement shall be binding upon and the benefits of this Agreement shall inure to the benefit of the successors in interest of the parties hereto.

SECTION 10. ASSIGNMENT. Developer may sell, assign or transfer this Agreement with all of its rights, title and interest herein provided that for any transfer of three or more parcels of undeveloped land to another developer (as opposed to an "end user", which shall not require City's consent) Developer shall first provide the City with written notice of its intent to sell, assign or transfer this Agreement at least thirty (30) days in advance of such action, and City shall then have approved an Assignment and Assumption Agreement approving the proposed sale, assignment or transfer, such approval not to be unreasonably withheld. Developer further agrees that in the event of any transfer of any parcel within the Project, Developer shall furnish the transferee with a copy of this Agreement.

SECTION 11. INDEMNIFICATION. Developer hereby agrees to, and shall indemnify and hold the City, its elective and appointive council, boards, commissions, officers, agents, and employees harmless from any liability for damages or claims for damage for personal injury, including death, as well as from claims for property damage ("Claims") which may arise from Developer or Developer's contractors, subcontractors', agents', or employees' operations under this Agreement, whether such operations by 4 Developer, or any of Developer's contractors, subcontractors, or by any one or more person directly or indirectly employed by, or acting as agent for Developer or any of Developer's contractors or subcontractors. Developer agrees to and shall defend the City and its elective and appointive council, boards, commissions, officers, agents and employees from any suits or actions at law or in equity for all damage caused, or alleged to have been caused, by reason of any of the aforesaid operations.

Notwithstanding anything in this Section 11 to the contrary, Developer shall have no obligation to indemnify, defend or hold harmless the City, its elective or appointive council, boards, commissions, officers, agents and employees ("Indemnified Parties") for, from or against the intentional misconduct or gross negligence of any Indemnified Party. City shall provide prompt notice of any Claim to Owner and Developer, to enable Owner and Developer to adequately defend the Claim.

SECTION 12. NO LEGAL RELATIONSHIP. It is specifically understood and agreed among the parties hereto that the Property is a private development project. No partnership, joint venture, or other association of any kind is formed by this Agreement. The only relationship between the City, the Owners and the Developer is that of a government entity regulating the development of private property and the owners and developer of such private property.

SECTION 13. DUTY TO DEFEND. In the event of any legal action instituted by a third party or any governmental entity or official challenging the validity of any provision of this Agreement, Developer agrees to defend such action at its sole expense and with City's full and complete cooperation.

SECTION 14. ENFORCEABILITY. The City agrees that unless this Agreement is amended or canceled pursuant to the provisions of Sections 8 and 16, this Agreement shall be enforceable by any party hereto notwithstanding any change hereafter in any applicable general plan, specific plan, zoning ordinance, subdivision ordinance or building regulation adopted by the City which changes, alters, or amends the rules, regulations and policies applicable to the development of the Property at the time of approval of this Agreement, as provided by Government Code Section 65866. Nothing herein shall be construed to limit the authority of the City to fix the amount of fees for general application upon other projects in the City which may otherwise be lawfully imposed by the City upon such project.

SECTION 15. WAIVER OF PROTESTS. As a material condition of this Agreement, Developer agrees that it hereby waives and forever forfeits any right which Developer may have to protest any of the following:
a. The application, amount or propriety of any fee, dedication, or other exaction expressly set forth in this Agreement, including, but not limited to, any protest which may have been available to Developer under California Government Code Sections 66000 - 66020; and
b. Any other Condition of Approval expressly provided for in this Agreement.

SECTION 16. AMENDMENT OF AGREEMENT. Except as provided in Section 8, this Agreement may be amended in whole or in part only by mutual consent of the parties or their successors in interest, and in the manner provided by Government Code Sections 65867, 65867.5, and 65868. This Agreement and the approvals granted pursuant hereto, and any other related approvals, grants, entitlement, or agreements may, from time to time, be amended or modified in the following manner:
a. Administrative Amendments. Upon the written request of Developer for an amendment or modification to this Agreement or other related approvals or entitlement, the City Administrator or his designee shall determine: 1) whether the requested amendment or modification is minor; and 2) whether the requested amendment or modification is 5 consistent with this Agreement and City's General Plan, and applicable provisions of the City's zoning and subdivision regulations and other regulations, policies, and standards in effect as of the effective date of this Agreement. If the City Administrator or his designee finds that the proposed amendment is both minor and consistent with this Agreement, the General Plan, and the applicable provisions of the City zoning and subdivision regulations and other regulations, the City Administrator or his designee may approve the proposed amendment without notice and public hearing. Such minor amendments or modifications approved pursuant to this Section shall not constitute subsequent discretionary approvals subject to further CEQA review b. Non-Administrative Amendments. Any request by Developer for an amendment or modification to this Agreement or other related approvals or entitlement which are determined not to be minor by the City Administrator or his designee shall be subject to the applicable substantive and procedural provisions of the City's General Plan, zoning, subdivision, and other applicable land use ordinances and regulations (i.e., City review and approval) in effect when such an amendment or modification request is approved.

Any such approved amendment or modification shall be reflected in an amendment to this Agreement and/or its pertinent exhibits.

SECTION 17. SEVERABILITY. If any term, provision, covenant or condition of this Agreement or the application of any provision of this Agreement to a particular situation is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties.

SECTION 18. INSURANCE. Before commencing work pursuant to any City-approved permit or other entitlement relating to the Project, Developer shall obtain the insurance required under this Section. a. Compensation Insurance. Developer or contractors employed by Developer shall maintain workers' compensation insurance for all work done pursuant to this Agreement or pursuant to any applicable improvement agreement. Developer shall require each contractor and subcontractor similarly to provide workers' compensation insurance for their respective employees. Developer agrees to indemnify the City for damage resulting from Developer's failure to take our and maintain such insurance.

Evidence of Insurance. Developer shall furnish City, concurrently with the execution of this Agreement, satisfactory evidence of the insurance required. Developer shall also provide evidence that the carrier is required to give the City at least ten (10) days' prior written notice of the cancellation or reduction in coverage of a policy.

SECTION 19. ATTORNEY'S FEES. If legal action is brought by either party against the other for breach of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs.

SECTION 20. NOTICES. All notices required by this Agreement, the enabling legislation, the procedures pursuant to Government Code Section 65867, et seq., or Ripon Ordinance No. 349 shall be in writing and delivered in person or sent by certified mail, postage prepaid.

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

City Administrator
City of Ripon
6 259 North Wilma Avenue
Ripon, California 95366
Notices required to be given to the Developer shall be addressed as follows:

HPG Ripon Development LLC
P.O. Box 1096
Danville, CA 94526
Notices required to be given to the Owners shall be addressed as follows:

Pereira Properties
2478 East Avenue
Turlock, CA 95380
Gregory R. and Donna L. Miller
22874 N. Ripon Road
Ripon, CA 95366
Any party may change the address stated herein by giving notice in writing to the other parties and thereafter notices shall be addressed and transmitted to the new address.

SECTION 21. PUBLIC INTEREST. The City hereby finds and determines that execution of this Agreement is in the best interest of the public health, safety, and general welfare.

SECTION 22. EFFECTIVE DATE. Prior to execution of this Agreement by the City, the Developer shall execute the Agreement and the City shall authorize execution of this Agreement by ordinance. The effective date of this Agreement shall be thirty (30) days after adoption of the Ordinance approving this Agreement.

SECTION 23. RECORDATION. Within thirty (30) days after final approval of the ordinance approving this Agreement, or as soon thereafter as legally possible, the City Clerk shall cause this Agreement to be recorded with the County Recorder. If the parties to this Agreement or their assigns or their successors- in-interest amend or cancel this Agreement as provided in Government Code Section 65865.1 for failure of the applicant to comply in good faith with the terms or conditions of this Agreement, the City Clerk shall cause notice of such action to be recorded with the County Recorder.

SECTION 24. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

SECTION 25. MORTGAGE PROTECTION.
a. The Parties hereto agree that this Agreement shall not prevent or limit the Developer, in any manner, at the Developer's sole and absolute discretion, from encumbering the Property or any portion thereof or any improvements thereon with any mortgage or deed of trust securing financing with respect to the construction development, use or operation of the Project. The City acknowledges that mortgagee may request certain modifications to this Agreement, and the City agrees, upon request, from time to time, to meet with Developer and/or any representatives of such Mortgagee to negotiate in good faith any such request for modification. Any mortgagee and its successor and assigns shall be entitled to the rights and privileges set forth in this section. 7 b. This Agreement shall be superior and senior to the lien of any mortgage or deed of trust.

Notwithstanding the foregoing, no breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust made in good faith and for value, and any acquisition or acceptance of title or any right or interest in or with respect to the Property or any portion thereof by a mortgagee (whether pursuant to foreclosure, trustee's sale, deed in lieu of foreclosure, lease termination or otherwise) shall be subject to all of the terms and conditions of this Agreement. However, notwithstanding these provisions, no mortgagee shall have any obligation or duty under this Agreement to perform the obligations of the Developer or other affirmative covenants of Developer hereunder, or to guarantee such performance, except that, to the extent that any covenant to be performed by the Developer is a condition 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.

SECTION 26. NOTICE OF DEFAULT TO MORGAGEE; RIGHT TO CURE. a. Timely Notice to City Clerk. If the City Clerk timely receives notice from a Mortgagee requesting a copy of any Notice of Default given to Owner under the terms of the Agreement, the City shall endeavor the Notice of Default to Owner. City shall have no liability for damages or otherwise to Owner, Owner's successor, or to any Mortgagee or successor therefore for failure to provide such notice. b. Mortgage Right to Cure. The Mortgagee shall have the right, but not the obligation, for a period up to ninety (90) days after the receipt of such Default unless a further extension of time to cure is granted in writing by the City. However, a Mortgagee to avail itself of the rights provided by this Section must notify the City in writing of its intent to attempt to remedy or cure within twenty (20) days of the date of Notice of Default from City to Mortgagee. A failure by a Mortgage to provide such timely notice to City shall extinguish the rights and protections provided by this section. By providing the notice to City, Mortgagee is agreeing and consenting to the provisions of this Section and is further waiving the right to claim a prior lien on the Property. If the Default is of a nature which can only be remedied or cured by such Mortgagee upon obtaining possession, such Mortgagee shall seek to obtain possession with diligence and continually through foreclosure, a receiver, or otherwise, and shall thereafter remedy or cure the Default within thirty (30) days after obtaining possession. If the Default cannot, with diligence, be remedied or cured within this thirty (30) day period, then the Mortgagee shall have such additional time as the City Council determines is reasonable necessary to remedy or cure the Default, it the Mortgagee commences cure during the thirty (30) day period and thereafter diligently pursues and completes the cure.

C. City Council Review of Mortgagee's Efforts. Such diligence by the Mortgagee on effectuating such cure shall be reviewed by the City's City Council every thirty (30) days thereafter until any and all Defaults are cured. If at any such review, the City Council determines that the Mortgagee is not making good faith efforts to cure any and all Defaults, the City Council shall have the authority to terminate this Agreement at its sole and complete discretion.
d. Reservation of City's Rights During Cure Period. In return for City granting to Owner, Owner's successors and transferees, and the Mortgagees of each of them, an extended time to remedy or cure a Default, Owner, Owner's successors and transferees and the 8 Mortgagees of each of them agree that once a Default is declared by City's City Council, the City may take the actions set forth below and lien and burden the Property for the costs thereof - irrespective of any lien priority, construction loan, deed of trust, or other encumbrance. Such actions include the following:
(1) Abate public nuisances following the City-adopted public nuisance ordinance; (ii) Remedy any health or safety threat posed by the Property, construction, or other activities going on, on the Property;
(ill) Control storm water run-off from the Property;
(iv) Screen any unsightly appearance on the Property for aesthetic purposes; (V) Abate weeds; and,
(vi) Control noise, dust, or other offensive conditions on the Property. e. Mortgage Extension of Cure to Possession of Agency. In the event any obligation of Owner is for the payment of money or fees, other than standard permit or processing fees, and a Default is declared by City based upon such failure to pay, a Mortgagee may be granted an extended time to remedy or cure until such time as Mortgagee obtains possession of the Property; provided, Mortgagee agrees that any money due City which remains unpaid shall bear the higher of the legal rate of interest or the United States Department of Labor San Francisco-Oakland-San Jose Consumer Price Index as the measure of inflation.

IN WITNESS WHEREOF, this Agreement was executed by the parties thereto on the dates set forth below.
"City"

THE CITY OF RIPON,
A Municipal corporation
Dated: 4-15-2020
ATTEST:

By: Dated: 4-15-2020
Lisa Roos, City Clerk
APPROVED AS TO FORM:

By: Dated: 4-21-20
Thomas H. Terpstra, City Attorney
"Developer"
HPG Ripon Development LLC
By bull Call Managing Member Dated: 6-16-20
"Owners"
Pereira Properties / Dan Pereira
Dan Pereira Dated: 6-18-2020
By:

Owner
Gregory R. and Donna L. Miller
RMA Dated: 6/23/2020
millin 6/23/2020
By: Ama Dated:

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

State of California
County of_dan Joaquin
On Aped 15.2020 Call Rodri quez
→ before me, - Notary Public, personally
appeared Jacub Parks → who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.