CC/LRA – 09/22/2026
CC Ordinance No. 2026-___
permit, building permit or other subsequent development application. Future development within the SP-5 zoning district shall comply with the River Walk Specific Plan, applicable provisions of the Riverbank Municipal Code, the Development Agreement, the Mitigation Monitoring and Reporting Program and all other applicable requirements.
SECTION 6. CEQA COMPLIANCE
Before approving this Ordinance, the City Council certified the Final Environmental Impact Report and adopted CEQA Findings of Fact, a Statement of Overriding Considerations and the Mitigation Monitoring and Reporting Program for the River Walk Specific Plan Project. The documents and other materials constituting the administrative record for the City's environmental review are maintained by the City Clerk and are available for public review at the City of Riverbank, 6707 Third Street, Riverbank, California 95367.
SECTION 7. SEVERABILITY
If any section, subsection, sentence, clause, phrase or portion of this Ordinance is held invalid or unconstitutional by a court of competent jurisdiction, that decision shall not affect the validity of the remaining portions of this Ordinance. The City Council declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase and portion thereof regardless of the fact that any one or more portions are declared invalid.
SECTION 8. EFFECTIVE DATE AND PUBLICATION
This Ordinance shall take effect 30 days after its final passage and adoption pursuant to Government Code section 36937. The City Clerk shall cause this Ordinance or a summary thereof to be published in accordance with Government Code section 36933. The operative effect of the SP-5 zoning designation remains subject to Section 4 of this Ordinance.
PASSED AND ADOPTED by the City Council of the City of Riverbank at a regular meeting held on the 22nd day of September, 2026; motioned by Councilmember ______, seconded by Councilmember ______, and upon roll call was carried by the following vote of ___:
AYES:
NAYS:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
________________________ ________________________
Gabriela Hernandez, CMC Rachel Hernandez
CC/LRA – 09/22/2026
CC Ordinance No. 2026-___
City Clerk Mayor
Attachments:
Exhibit A – Pre-Zone to Specific Plan No. 5 (SP-5)
Mc Henry Av
Burwoo
R
Burwood Ln
Patterson Rd
Skittone Rd
Mc Henry Ave
Stewart Rd
Hartle y Dr
Patterson Rd
Coffee Rd
Ladd Rd
Hogue Rd
RIVERWALK SPECIFIC PLAN
Exhibit A:
Pre-Zone to Specific Plan 5
Legend
Project Area
Specific Plan Area
City of Riverbank
Proposed Zoning Designation
Mixed Use (CX-1)
Single Family Residential (R-1)
Specific Plan Area
Unassigned
Sources: Stanislaus County GIS. Map date: June 15, 2022. q 01 500 ,000
Feet
Sta nisl aus River
S at nislaus Cou nty
San Joaquin County
River Rd
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
CITY OF RIVERBANK
RESOLUTION NO. 2026- __
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RIVERBANK,
CALIFORNIA AUTHORIZING SUBMITTAL OF APPLICATIONS TO STANISLAUS
LAFCO FOR AN AMENDMENT TO THE CITY'S SPHERE OF INFLUENCE, AN
UPDATE TO THE MUNICIPAL SERVICES REVIEW AND ANNEXATION OF THE
RIVER WALK SPECIFIC PLAN AREA, INCLUDING SELECTION OF AN ANNEXATION BOUNDARY (DEPARTMENT FILE NO. 20-0026)
WHEREAS, the River Walk Specific Plan Project (Department File No. 20-0026) encompasses an overall Project Area of approximately 1,522 acres in unincorporated Stanislaus County adjacent to the City of Riverbank. The Project Area is generally located north of Patterson Road/State Route 108, east of McHenry Avenue and south of the Stanislaus River; and
WHEREAS, the Project proposes to amend the City's Sphere of Influence to include the approximately 1,522-acre Project Area and to annex territory associated with the approximately 997.18-acre River Walk Specific Plan Area to the City using the boundary selected by the City Council; and
WHEREAS, land within the proposed Sphere of Influence amendment but outside the Specific Plan Area, comprising approximately 525 acres, would remain unincorporated and retain the Reserve designation. Inclusion within the Sphere of Influence would not annex the land, change jurisdiction or authorize development; and WHEREAS, the River Walk Specific Plan establishes a long-range development program anticipated to build out over approximately 15 to 20 years and limited to no more than 2,682 dwelling units and the nonresidential development program analyzed in the Final Environmental Impact Report; and
WHEREAS, Government Code section 56425 authorizes Stanislaus LAFCo to establish and amend spheres of influence to promote the logical and orderly development and coordination of local governmental agencies. Before submitting a sphere amendment application, the City and County must meet to discuss the proposed boundary and explore agreement on planning, zoning and development standards; and WHEREAS, Government Code section 56430 requires LAFCo to conduct a municipal service review before or in conjunction with consideration of a sphere of influence amendment; and
WHEREAS, Government Code section 56654 authorizes the City Council to initiate annexation proceedings by adopting a resolution of application. The resolution must be submitted with a plan for services prepared pursuant to Government Code section 56653; and
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
WHEREAS, Stanislaus LAFCo is the final decision-making body for the proposed Sphere of Influence amendment and annexation and may approve, condition, modify or deny the applications after conducting its independent review; and WHEREAS, the Council packet includes the Preferred Annexation Boundary and three alternatives: Alternative No. 1 excludes Park Ridge; Alternative No. 2 excludes Park Ridge and fully developed residential lots; and Alternative No. 3 uses an uninhabited boundary. The Council may also authorize City staff to file a subsequent reorganization application if the Preferred Annexation Boundary is not successfully completed through proceedings before Stanislaus LAFCO; and WHEREAS, the City prepared a Final Environmental Impact Report for the River Walk Specific Plan Project, State Clearinghouse No. 2021060098, which evaluates the environmental effects of the proposed Sphere of Influence amendment, annexation and development of the Specific Plan Area; and
WHEREAS, on August 4, 2026, the Planning Commission held a duly noticed special public hearing at which it considered the River Walk Specific Plan Project, the proposed Sphere of Influence amendment, Municipal Services Review update and annexation. Following the hearing, the Planning Commission voted 4-1 to recommend denial of the Project, including denial of authorization to submit the LAFCo applications; and
WHEREAS, notice of the September 22, 2026 City Council public hearing was published in the Riverbank News, posted at City Hall and mailed on August 19, 2026 to property owners within 500 feet of the Project Area and interested parties in accordance with applicable law; and
WHEREAS, on September 22, 2026, the City Council held a duly noticed public hearing at which it received and considered the staff report, the Planning Commission's recommendation, the Final Environmental Impact Report, maps and boundary alternatives, staff and applicant presentations, public and agency testimony and all other evidence in the administrative record; and
WHEREAS, before or concurrently with adopting this Resolution, the City Council certified the Final Environmental Impact Report, approved the General Plan Amendment, adopted the River Walk Specific Plan, introduced the SP-5 prezoning ordinance and approved the Development Agreement; and
WHEREAS, the City Council has independently reviewed and considered the proposed Sphere of Influence amendment, annexation and boundary alternatives and has determined that the applications should be authorized subject to the requirements and limitations in this Resolution.
NOW, THEREFORE, BE IT RESOLVED The City Council of the City of Riverbank, California does hereby resolve as follows:
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
1. The City Council finds that the foregoing recitals are true and correct and incorporates them into this Resolution by reference.
2. The reasons for the proposal are to establish a logical long-range serviceplanning boundary, implement the Riverbank General Plan and River Walk Specific Plan, facilitate orderly and contiguous development and provide for the coordinated extension of municipal facilities and services as development occurs.
Land within the proposed Sphere of Influence but outside the selected annexation boundary would remain unincorporated and would not receive development approval through this action.
3. This Resolution constitutes a resolution of application pursuant to Government Code section 56654. The nature of the proposal is to amend the City's Sphere of Influence to include the approximately 1,522-acre area shown in Exhibit A, update the applicable Municipal Services Review, prepare and submit a plan for services and annex territory associated with the River Walk Specific Plan Area using the boundary selected under Section 4.
4. The City Council selects the following annexation boundary for the LAFCo application: ________________________________. Before execution of this Resolution, the City Clerk shall insert the preferred boundary selected by the City Council.
The available configurations shown in Exhibit B are:
a. Preferred Annexation Boundary.
b. Alternative No. 1 - Exclude Park Ridge.
c. Alternative No. 2 - Exclude Park Ridge and fully developed residential lots. d. Alternative No. 3 - Uninhabited Boundary.
5. In the event the annexation proceedings for the boundary authorized under Section 4 are not successfully completed through Stanislaus LAFCO, City staff is hereby authorized to initiate and file a subsequent reorganization application with Stanislaus LAFCO using the following alternative boundary:
____________________________. Before execution of this Resolution, the City Clerk shall insert the alternative boundary selected by the City Council.
The available configurations shown in Exhibit B are:
a. Preferred Annexation Boundary.
b. Alternative No. 1 - Exclude Park Ridge.
c. Alternative No. 2 - Exclude Park Ridge and fully developed residential lots. d. Alternative No. 3 - Uninhabited Boundary.
6. The City Manager, Community Development Director and their designees are authorized and directed to prepare, execute and submit the following applications and supporting materials to Stanislaus LAFCo:
a. An amendment to the City's Sphere of Influence to include the approximately 1,522-acre area shown in Exhibit A.
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
b. An update to the applicable Municipal Services Review under Government Code section 56430.
c. A plan for services prepared under Government Code section 56653. d. An application to annex the territory included within the boundary selected by the City Council under Section 4 and Section 5, as applicable. e. Maps, legal descriptions, parcel lists, application forms, fiscal and service information and other supporting documents required to process the applications.
6. Before submitting the Sphere of Influence amendment application, City staff shall coordinate with Stanislaus County as required by Government Code section 56425(b). Any resulting written agreement shall accompany the application. If no agreement is reached, the application may be submitted as allowed by Government Code section 56425(d).
7. The City Council states its intent to exercise the City’s option not to succeed to Williamson Act Contract No. 76-2397 pursuant to California Government Code section 51243.5 and to terminate the contract as to the territory subject to the contract upon completion of the annexation.
8. The City Council hereby requests that the reorganization proposal be subject to the following terms and conditions:
a. That the effective date of the reorganization proposal be the date on which Stanislaus LAFCO records the certificate of completion for the annexation of the Project area.
b. That the reorganization proposal include detachment from the Oakdale Irrigation District.
9. City staff may make non-substantive corrections and conforming edits to the application materials, maps, legal descriptions, parcel lists and plan for services when required by LAFCo, the County Surveyor or another reviewing agency.
Such corrections may not materially expand the Sphere of Influence or annexation boundaries, add territory outside the alternatives identified in Sections 4 and 5 and further shown in Exhibit B, increase the approved development program or result in environmental effects beyond those analyzed in the Final Environmental Impact Report.
10.Any proposed change that materially alters the boundary selected by the City Council, adds or removes territory for reasons other than a technical mapping correction or changes the approved development program shall return to the City Council for authorization before the City consents to or submits the change.
11.The applicant shall remain responsible for all City, LAFCo, consultant, legal, mapping and application-processing costs consistent with the existing funding agreement, deposit account and applicable City and LAFCo fees.
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
12.This Resolution authorizes submission and processing of the applications. It does not approve the Sphere of Influence amendment or annexation. Final approval remains subject to review and action by Stanislaus LAFCo, including any conditions, protest proceedings or other requirements imposed by applicable law.
13.This Resolution does not approve any tentative subdivision map, final map, improvement plan, grading plan, architectural and site plan review, conditional use permit, building permit or other subsequent development application. Future development remains subject to applicable City review procedures, infrastructure and service-capacity verification, financing requirements, the Development Agreement, adopted mitigation measures and any additional environmental review required by law.
14.Before adopting this Resolution, the City Council certified the Final Environmental Impact Report and adopted CEQA Findings of Fact, a Statement of Overriding Considerations and the Mitigation Monitoring and Reporting Program for the River Walk Specific Plan Project. The City Council has considered the environmental information in the Final Environmental Impact Report and administrative record in authorizing the applications.
15.If any section, subsection, sentence, clause, phrase or portion of this Resolution is held invalid or unconstitutional by a court of competent jurisdiction, that decision shall not affect the validity of the remaining portions of this Resolution.
The City Council declares that it would have adopted this Resolution and each section, subsection, sentence, clause, phrase and portion thereof regardless of the fact that any one or more portions are declared invalid.
16.This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED by the City Council of the City of Riverbank at a regular meeting held on the 22nd day of September, 2026; motioned by Councilmember ______, seconded by Councilmember ______, and upon roll call was carried by the following vote of ___:
AYES:
NAYS:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
________________________ ________________________
Gabriela Hernandez, CMC Rachel Hernandez
City Clerk Mayor
Attachments:
Exhibit A – Sphere of Influence Area Map
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
Exhibit B – Annexation Boundary Alternatives
EXHIBIT A
SPHERE OF INFLUENCE AREA MAP
¬«19
¬«2
¬«52
¬«1
¬«47
¬«39
¬«5
¬«18
¬«15
¬«28
¬«3
¬«29
¬«13
¬«30
¬«41
¬«48
¬« ¬«55
50 ¬«10
¬«40
¬«14
¬«27
¬«44 ¬«53
¬«32
¬«46 ¬«43
¬«36
¬«34
¬«45
¬«42
¬«33
¬«22
¬«8
¬«49
¬«31
¬«7
¬«12
¬«35
¬«54
¬«6
¬«4
¬«51
¬«23
¬«21
¬«26
¬«37
¬«20
¬«38
¬«11
¬«24
¬«17
¬«9
¬«16
¬«25
¬«58
¬«57
¬«56
Patterson Rd ¬«59
Oakdale Rd
Candlewood Pl
Mc Henry Ave
Rkr a P idge Dr
Patterson Rd
Hogue Rd
Stanislaus River
MID Main Canal
MID Drainage
RIVERWALK SPECIFIC PLAN
Exhibit A
Sphere of Influence
Area Map
Sources: Stanislaus County GIS. Map date: June 7, 2022. q 0 500 1,000
Feet
Legend
Project Area
Specific Plan Area
City of Riverbank
Riverbank Sphere of Influence
(SOI)
Proposed SOI Expansion
Parcels within the Project Area
Other Stanislaus County
Parcels
Map
Label
Assessor Parcel
Number
Map
Label
Assessor Parcel
Number
Map
Label
Assessor Parcel
Number
1 074-001-001 11 074-001-009 31 074-002-007
2 074-001-015 12 074-001-010 32 074-002-033
3 074-001-016 13 074-002-020 33 074-002-032
4 074-001-003 14 074-002-019 34 074-002-001
5 074-001-011 15 074-002-018 35 074-003-022
6 074-001-012 16 074-002-017 36 074-003-021
7 074-001-013 17 074-002-025 37 074-003-020
8 074-001-005 18 074-002-024 38 074-003-016
9 074-001-014 19 074-002-014 39 074-003-013
10 074-001-008 20 074-002-013 40 074-003-012
21 074-002-011 41 074-003-023
22 074-002-028 42 074-003-002
23 074-002-026 43 074-003-015
24 074-002-006 44 074-003-014
25 074-002-010 45 074-003-011
26 074-002-031 46 074-003-010
27 074-002-021 47 074-003-019
28 074-002-030 48 074-003-018
29 074-002-029 49 074-003-024
30 074-002-034 50 074-003-008
51 074-003-007
52 074-003-006
53 074-003-005
54 074-003-004
55 074-003-003
56 074-005-012
57 074-005-013
58 074-005-010
59 074-005-011
¬«X
Mc Henry Ave
River Rd
EXHIBIT B
ANNEXATION BOUNDARY ALTERNATIVES
MCHENRY AVE PATTERSON RD. MID MAIN CANAL MID DRAINAGE CANAL
STANISLAUS RIVER
MCHENRY AVE
HOGUE ROAD
MID
MAIN
CANAL LADD RD. PATTERSON RD.
SKITTONE RD.
COFFEE RD.
STANISLAUS RIVER
STEWART RD.
CITY OF RIVERBANK
STANISLAUS COUNTY SAN JOAQUIN COUNTY N BERGHILL PROPERTY LEGEND
MCHENRY AVE PATTERSON RD. MID MAIN CANAL MID DRAINAGE CANAL
STANISLAUS RIVER
MCHENRY AVE
HOGUE ROAD
MID
MAIN
CANAL LADD RD. PATTERSON RD.
SKITTONE RD.
COFFEE RD.
STANISLAUS RIVER
STEWART RD.
CITY OF RIVERBANK
STANISLAUS COUNTY SAN JOAQUIN COUNTY N BERGHILL W/FRIEDBERGER, PAREGIAN, RIBIERO LEGEND
MCHENRY AVE PATTERSON RD. MID MAIN CANAL MID DRAINAGE CANAL
STANISLAUS RIVER
MCHENRY AVE
HOGUE ROAD
MID
MAIN
CANAL LADD RD. PATTERSON RD.
SKITTONE RD.
COFFEE RD.
STANISLAUS RIVER
STEWART RD.
CITY OF RIVERBANK
STANISLAUS COUNTY SAN JOAQUIN COUNTY N PREFERRED ANNEXATION BOUNDARY LEGEND
MCHENRY AVE PATTERSON RD. MID MAIN CANAL MID DRAINAGE CANAL
STANISLAUS RIVER
MCHENRY AVE
HOGUE ROAD
MID
MAIN
CANAL LADD RD. PATTERSON RD.
SKITTONE RD.
COFFEE RD.
STANISLAUS RIVER
STEWART RD.
CITY OF RIVERBANK
STANISLAUS COUNTY SAN JOAQUIN COUNTY N ANNEXATION ALTERNATIVE #1 (EXLUDE PARK RIDGE) LEGEND
MCHENRY AVE PATTERSON RD. MID MAIN CANAL MID DRAINAGE CANAL
STANISLAUS RIVER
MCHENRY AVE
HOGUE ROAD
MID
MAIN
CANAL LADD RD. PATTERSON RD.
SKITTONE RD.
COFFEE RD.
STANISLAUS RIVER
STEWART RD.
CITY OF RIVERBANK
STANISLAUS COUNTY SAN JOAQUIN COUNTY N ANNEXATION ALTERNATIVE #2 (EXLUDE PARK RIDGE & FULLY DEVELOPED RESIDENTIAL LOT LEGEND
MCHENRY AVE PATTERSON RD. MID MAIN CANAL MID DRAINAGE CANAL
STANISLAUS RIVER
MCHENRY AVE
HOGUE ROAD
MID
MAIN
CANAL LADD RD. PATTERSON RD.
SKITTONE RD.
COFFEE RD.
STANISLAUS RIVER
STEWART RD.
CITY OF RIVERBANK
STANISLAUS COUNTY SAN JOAQUIN COUNTY N ANNEXATION ALTERNATIVE #3 (UNINHABITED BOUNDARY) LEGEND
CC/LRA – 09/22/2026
CC Ordinance No. 2026-___
CITY OF RIVERBANK
ORDINANCE NO. 2026- __
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RIVERBANK,
CALIFORNIA APPROVING AND AUTHORIZING EXECUTION OF A DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF RIVERBANK AND RIVER WALK, LLC FOR
THE RIVER WALK SPECIFIC PLAN PROJECT
(DEPARTMENT FILE NO. 20-0026)
WHEREAS, the River Walk Specific Plan Project (Department File No. 20-0026) includes an approximately 997.18-acre Specific Plan Area located in unincorporated Stanislaus County adjacent to the City of Riverbank. The Specific Plan Area is generally located north of Patterson Road/State Route 108, east of McHenry Avenue and south of the Stanislaus River; and
WHEREAS, River Walk, LLC represents that it holds legal title to or an equitable interest in approximately 769 gross acres within the Specific Plan Area, as more particularly described in the Development Agreement; and WHEREAS, Government Code sections 65864 through 65869.5 authorize a city to enter into a development agreement with a person having a legal or equitable interest in real property. A development agreement is a legislative act that must be approved by ordinance and may not be approved unless its provisions are consistent with the general plan and any applicable specific plan; and
WHEREAS, the City and River Walk, LLC have negotiated a Development Agreement that establishes the rights and obligations governing development of the affected property. The Agreement has an initial term of 20 years and allows discretionary five-year extensions, subject to the conditions stated in the Agreement, for a cumulative term not to exceed 35 years; and
WHEREAS, the Development Agreement requires a comprehensive infrastructure phasing plan before the City is required to process a tentative subdivision map or parcel map within the Specific Plan Area. It also addresses backbone infrastructure, impact and capacity fees, service and maintenance financing, public benefit fees, annual compliance review and other implementation obligations; and WHEREAS, the Development Agreement provides that the City is not required to use its General Fund or bonding capacity to construct or extend Project infrastructure or complete Project improvements; and
WHEREAS, River Walk, LLC has fully funded the City's application processing and environmental review, including consultant and legal review costs, through a deposit account and funding agreement. The Development Agreement requires reimbursement of the City's ongoing costs to process, administer and implement the Project; and
CC/LRA – 09/22/2026
CC Ordinance No. 2026-___
WHEREAS, the Development Agreement does not approve a tentative subdivision map, final map, grading plan, improvement plan, architectural or site plan, building permit or other subsequent development application. Later discretionary approvals remain subject to City review, applicable conditions, required public hearings and any further environmental review required by law; and
WHEREAS, on August 4, 2026, the Planning Commission held a duly noticed special public hearing at which it received and considered the staff report, the proposed Development Agreement, the River Walk Specific Plan, the proposed General Plan Amendment and prezoning, the Final Environmental Impact Report, the proposed LAFCo applications, staff and applicant presentations, public testimony and all other evidence submitted into the record. Following the hearing, the Planning Commission voted 4-1 to recommend denial of the River Walk Project; and WHEREAS, the City prepared a Final Environmental Impact Report for the River Walk Specific Plan Project, State Clearinghouse No. 2021060098, in accordance with the California Environmental Quality Act and the State CEQA Guidelines; and WHEREAS, before approving this Ordinance, the City Council adopted Resolution No. 2026-___ certifying the Final Environmental Impact Report, adopting CEQA Findings of Fact and a Statement of Overriding Considerations and adopting the Mitigation Monitoring and Reporting Program; and
WHEREAS, before or concurrently with approving this Ordinance, the City Council approved the General Plan Amendment and adopted the River Walk Specific Plan. The City Council also introduced an ordinance prezoning the Specific Plan Area and authorized the filing of applications with the Stanislaus Local Agency Formation Commission for a Sphere of Influence amendment and annexation; and WHEREAS, notice of the September 22, 2026 City Council public hearing was published in the Riverbank News, posted at City Hall and mailed on August 19, 2026 to property owners within 500 feet of the Project Area and interested parties in accordance with applicable law; and
WHEREAS, on September 22, 2026, the City Council held a duly noticed public hearing at which it received and considered the staff report, the Planning Commission's recommendation, the Development Agreement, the Final Environmental Impact Report, staff and applicant presentations, public and agency testimony and all other evidence in the administrative record; and
WHEREAS, the City Council has independently reviewed and considered the Development Agreement and the entire administrative record and has determined that the Development Agreement should be approved based on the findings in this Ordinance.
NOW, THEREFORE, BE IT RESOLVED The City Council of the City of Riverbank, California does ordain as follows:
CC/LRA – 09/22/2026
CC Ordinance No. 2026-___
SECTION 1. FINDINGS
Based on the entire administrative record, the City Council finds as follows:
A. The foregoing recitals are true and correct and are incorporated into this Ordinance by reference.
B. The City Council has considered the Planning Commission's 4-1 recommendation to deny the River Walk Project and, based on its independent review of the entire record and the findings in this Ordinance, determines that the Development Agreement should be approved.
C. The Development Agreement is consistent with the Riverbank General Plan, as amended, and the River Walk Specific Plan as required by Government Code section 65867.5.
D. The Development Agreement is compatible with the land uses, density and development standards authorized by the River Walk Specific Plan and the applicable zoning for the affected property.
E. The Development Agreement provides for orderly, phased development and identifies obligations related to infrastructure, public services, financing, fees, parks, trails, open space and community amenities.
F. The benefits identified in the Development Agreement, including housing, mixeduse development, public improvements, community amenities and Projectfunded processing and implementation costs, provide sufficient public benefit to support approval of the Agreement.
G. The Development Agreement provides that each tentative map prepared for a subdivision within the Project shall comply with Government Code section 66473.7, including the applicable water supply verification requirements.
H. The Development Agreement contains an adequate legal description of the affected property and includes the provisions required by Government Code sections 65864 through 65869.5.
I. The environmental effects of the Development Agreement were evaluated in the Final Environmental Impact Report. All applicable mitigation measures shall be implemented and enforced in accordance with the adopted Mitigation Monitoring and Reporting Program.
J. Approval of the Development Agreement is in the public interest and will not be detrimental to the public health, safety or welfare.
SECTION 2. APPROVAL OF DEVELOPMENT AGREEMENT
The City Council hereby approves the Development Agreement between the City of Riverbank and River Walk, LLC, including its agreement exhibits, attached to this Ordinance as Exhibit A and incorporated into this Ordinance by reference.
CC/LRA – 09/22/2026
CC Ordinance No. 2026-___
SECTION 3. AUTHORIZATION TO EXECUTE
The City Manager is authorized and directed to execute the Development Agreement on behalf of the City after the effective date of this Ordinance and after approval as to form by the City Attorney. The City Manager, in consultation with the City Attorney, may approve nonsubstantive corrections and conforming revisions that do not materially change the rights or obligations of the parties.
SECTION 4. EFFECT AND LIMITATIONS
The Development Agreement shall become effective as provided in the Agreement and shall not become effective before this Ordinance takes effect.
Approval of the Development Agreement does not annex the affected property to the City. The Stanislaus Local Agency Formation Commission remains the final decision-making body for the proposed Sphere of Influence amendment and annexation. Development may proceed only after completion of the applicable annexation and receipt of all required subsequent approvals.
Nothing in this Ordinance approves a tentative subdivision map, final map, grading plan, improvement plan, architectural or site plan, conditional use permit, building permit or other subsequent development application. Nothing in this Ordinance authorizes development exceeding the cumulative residential or nonresidential limits established by the River Walk Specific Plan and analyzed in the Final Environmental Impact Report.
SECTION 5. ADMINISTRATION AND ANNUAL REVIEW
The City Manager or designee is authorized to administer the Development Agreement in accordance with its terms. The City shall review good faith compliance with the Development Agreement at least once every 12 months during its term as required by Government Code section 65865.1 and the Agreement.
SECTION 6. RECORDATION
After the parties execute the Development Agreement, the City Clerk shall cause the Agreement to be recorded with the Stanislaus County Recorder in accordance with Government Code section 65868.5 and the terms of the Agreement.
SECTION 7. CEQA COMPLIANCE
Before approving this Ordinance, the City Council certified the Final Environmental Impact Report and adopted CEQA Findings of Fact, a Statement of Overriding Considerations and the Mitigation Monitoring and Reporting Program for the River Walk Specific Plan Project. Those documents and the supporting administrative record are incorporated into this Ordinance by reference. The documents and other materials constituting the record of proceedings are maintained by the City Clerk and are available for public review at the City of Riverbank, 6707 Third Street, Riverbank, California 95367.
CC/LRA – 09/22/2026
CC Ordinance No. 2026-___
SECTION 8. SEVERABILITY
If any section, subsection, sentence, clause, phrase or portion of this Ordinance is held invalid or unconstitutional by a court of competent jurisdiction, that decision shall not affect the validity of the remaining portions of this Ordinance. The City Council declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase and portion thereof regardless of the fact that any one or more portions are declared invalid.
SECTION 9. EFFECTIVE DATE, REFERENDUM AND PUBLICATION
This Ordinance shall take effect 30 days after its final passage and adoption pursuant to Government Code section 36937. The City Clerk shall cause this Ordinance or a summary thereof to be published in accordance with Government Code section 36933.
PASSED AND ADOPTED by the City Council of the City of Riverbank at a regular meeting held on the 22nd day of September, 2026; motioned by Councilmember ______, seconded by Councilmember ______, and upon roll call was carried by the following vote of ___:
AYES:
NAYS:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
________________________ ________________________
Gabriela Hernandez, CMC Rachel Hernandez
City Clerk Mayor
Attachments:
Exhibit A – Development Agreement between the City of Riverbank & River Walk, LLC, including Agreement Exhibits A through J (attached separately)
EXHIBIT A
DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF RIVERBANK
&
RIVER WALK, LLC
OFFICIAL BUSINESS
Document entitled to free recording
Government Code Section 6103
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Riverbank
6707 Third Street
Riverbank, CA 95367
Attn: City Clerk
Ph: (209) 863-7122
Space Above This Line Reserved for Recorder’s Use.
Exempt from Recording Fee. (Government Code
sections 6103 and 27383)
DEVELOPMENT AGREEMENT BY AND BETWEEN
THE CITY OF RIVERBANK
AND
RIVER WALK, LLC
THE RIVER WALK PROJECT
Adopted by City Council Ordinance No. , on
_________________
River Walk Development Agreement
DEVELOPMENT AGREEMENT
RIVER WALK SPECIFIC PLAN PROJECT
This DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into by and between River Walk, LLC, a California limited liability company (“Developer”), and the City of Riverbank, a California municipal corporation (“City”), as of ____________________________, 2026 (the “Effective Date”). City and Developer may be referred to herein individually as a “Party” or collectively as the “Parties.” There are no other parties to this Agreement.
RECITALS
A. Authorization. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Government Code Section 65864, et seq. (the "Development Agreement Statute"), which authorizes the City and any person having a legal or equitable interest in the real property to enter into a development agreement, establishing certain development rights in the property which is the subject of the development project application. As the Legislature found at the time, “[a]ssurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with existing policies, rules and regulations, and subject to conditions of approval, will strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development.” (Gov. Code, § 65864(b).) As the courts have observed, a development agreement “allows a city or county to freeze zoning and other land use regulation applicable to specified property to guarantee that a developer will not be affected by changes in the standards for government approval during the period of development.” (Santa Margarita Area Residents Together v. San Luis Obispo County (2000) 84 Cal.App.4th 221, 226–227, citing City of West Hollywood v. Beverly Towers, Inc. (1991) 52 Cal.3d 1184, 1193, fn. 6, and Citizens for Responsible Government v. City of Albany (1997) 56 Cal.App.4th 1199, 1213.) B. Housing Crisis. In recent years, the Legislature has also emphasized the importance of facilitating the development of new housing. “California has a housing supply and affordability crisis of historic proportions. The consequences of failing to effectively and aggressively confront this crisis are hurting millions of Californians, robbing future generations of the chance to call California home, stifling economic opportunities for workers and businesses, worsening poverty and homelessness, and undermining the state’s environmental and climate objectives.” (Gov. Code, § 65589.5(a)(2)(A).) “California housing has become the most expensive in the nation. The excessive cost of the state’s housing supply is partially caused by activities and policies of many local governments that limit the approval of housing, increase the cost of land for housing, and require that high fees and exactions be paid by producers of housing.” (Id., § 65589.5(a)(1)(C).) “Among the consequences of those actions are discrimination against lowincome and minority households, lack of housing to support employment growth, imbalance in jobs and housing, reduced mobility, urban sprawl, excessive commuting, and air quality deterioration.” (Id., § 65589.5(a)(l)(B).)
C. Property. Developer represents that, upon approval of this Agreement, it has legal title to or an equitable interest (i.e., contractual acquisition right) in that certain real property located on the north side of Patterson Road, south of the Stanislaus River, and east of McHenry Boulevard, consisting of approximately 769 gross acres, located in the County of Stanislaus, State of California and, more particularly described in Exhibit A attached hereto and incorporated
River Walk Development Agreement
herein (the "Property"). Developer represents that all persons holding legal or equitable interests in the Property shall be bound by this Agreement.
D. Project. The Property is located within that certain specific plan area consisting of approximately 997 gross acres known as the Specific Plan, an area for which the City will apply for reorganization (“Annexation”) to Stanislaus County LAFCO (“LAFCO”) pursuant to the Cortese-Knox Local Government Reorganization Act of 2000 (Gov. Code § 56000 et seq.), with such approval to be effective upon LAFCO’s recordation of a certificate of completion.
Development of the River Walk Specific Plan pursuant to this Agreement and all such other entitlements contained herein shall be referred to as the “Project.” The Project also includes a Sphere of Influence amendment (the “SOI Amendment”) of approximately 1,522 acres and which includes the entire area of the River Walk Specific Plan. A copy of the Project’s Proposed Specific Plan Conceptual Land Use Diagram is attached hereto as Exhibit B.
E. Project Approvals. Numerous actions must be taken by the City in connection with the Project for the Project to proceed, which include, but are not limited to, the following, as may be modified or amended from time to time as provided for in this Agreement (collectively, the “Project Approvals”).
1. Planning Commission. On ______________________, Planning Commission for the City of Riverbank (“Planning Commission”) adopted Planning Commission Resolution No. _______________________, recommending that the City Council for the City of Riverbank (“City Council”) certify the Final Environmental Impact Report for the Project. The Planning Commission further recommended that the City Council approve the following for the Project: (1) Statement of Overriding Considerations (Resolution No. _____________), (2) The Specific Plan (the “Specific Plan”) (Resolution No. _____________), (3) Pre-Zoning (Resolution No. _________________); (4) a request for SOI Amendment and annexation (Resolution No. _____________); and (5) this Agreement (Resolution No. _________________).
2. Certified Final Environmental Impact Report. On
______________________, the City Council adopted Resolution No. _____________, certifying as adequate and complete, the Final Environmental Impact Report (“EIR”) (SCH #: 2021060098) for the Project. Mitigation measures as contained in the Mitigation Monitoring Reporting Program (“MMRP”) have been established to reduce the levels of identified impacts to less than significant, with the exception of those that remain significant and unavoidable. The City Council also considered and adopted Resolution No. _____________, granting a Statement of Overriding Considerations with respect to these potentially significant impacts. The mitigation measures have been incorporated into the Project and into the terms and conditions of this Agreement, as reflected by the findings adopted by the City Council concurrently with this Agreement. As that document explained, it provided “project-level” analysis for some portions of the Project area and “program-level” analysis for other areas. In particular, “the component of the proposed Project that includes a Specific Plan includes a very high level of design detail for that portion of the proposed Project. To the extent that sufficient detail is available in the Specific Plan, a full projectlevel analysis is provided in this EIR.” (Draft EIR, p. 1.0-2.) No further formal environmental documentation is anticipated through the buildout of the Specific Plan portion of the Project. The EIR goes on to explain that “[s]ubsequent individual development that requires further discretionary approvals will be examined in light of this EIR to determine whether additional environmental documentation must be prepared.” (Id.)
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3. Specific Plan. On ______________________, the City Council adopted Resolution No. _____________, approving the Specific Plan.
4. Prezoning. On ______________________, the City Council adopted Ordinance No. _____________, approving the pre-zoning for the Specific Plan area.
5. Annexation and SOI Amendment. On ______________________, the City Council adopted Resolution No. _____________, authorizing the filing of an application, or applications, with the Stanislaus County Local Agency Formation Commission (“LAFCO”), for modification of the City’s Sphere of Influence (“SOI”), and annexation of the Specific Plan area.
6. Development Agreement. On ______________________, the City Council adopted Ordinance No. _________________, approving this Agreement.
F. Need for Services and Facilities. Development of the Property will result in a need for municipal services and facilities, some of which services and facilities will be provided by the City to the Project subject to the performance of Developer’s obligations hereunder. In entering into this Agreement, the Parties acknowledge that this Agreement and the Project Approvals shall be the primary instrument whereby the timing, phasing, and construction of the entirety of the major infrastructure improvements and all other terms and conditions pertinent thereto shall be set forth and agreed to by the Parties. In exchange for these benefits to City, together with the public benefits provided by the development of the Project pursuant to this Agreement and the Project Approvals, Developer desires to receive the vested right that it may proceed with development of the Project in accordance with applicable laws in effect as of the Approval Date, and the Project Approvals, including without limitation, the existing Project Approvals and Subsequent Approvals. The Parties intend that, except as qualified in Article 4 below, this vested right would protect Developer against future actions of the City, including the City’s electorate through mechanisms such as initiative and referenda, to modify the operative General Plan and zoning designations, subdivision standards and criteria, including design standards, and other laws, ordinances, resolutions, initiatives, rules, regulations, or other measures described in more detail in Article 4 below, in a manner that reduces the permitted density and intensity of use authorized by the operative General Plan and zoning designations, subdivision standards and criteria, including design standards, laws, ordinances, resolutions, initiatives, rules, regulations, or other measures in place and in effect at the time of the approval of this Agreement.
G. Intent of the Parties; Benefit to Public Health, Safety, and Welfare. The Parties desire to enter into this Agreement relating to the Property in conformance with the applicable provisions of state and local law in order to achieve development of the Project in accordance with the Project Approvals, City ordinances and resolutions, the City Code, and the Zoning Code, which together assure the health, safety, and general welfare of the City and its existing residents.
In addition, the Parties want to provide clear public benefits not usually obtained through the land development approval process and to achieve the development permitted under this Agreement and the provision of public services, public uses, and infrastructure all in the promotion of the health, safety, and general welfare of the City. City has determined that as a result of the development of the Property in accordance with the Project Approvals, including this Agreement, clear public benefits will accrue to the City and its residents that may not otherwise be obtained to the same extent through applicable development approval processes.
River Walk Development Agreement
H. Contribution to Costs of Facilities and Services. Developer agrees to contribute to the costs of such public facilities and services as may be required herein to mitigate impacts on the community resulting from the development of the Property, and City agrees to provide such public facilities and services, as required under its municipal responsibilities, as may be required herein to assure that Developer may proceed with and complete development of the Property in accordance with the terms of this Agreement. City and Developer recognize and agree that, but for Developer’s contributions to mitigate the impacts arising from the development entitlements granted pursuant to this Agreement, City would not and could not approve the development of the Property as provided by this Agreement and that, but for City's covenant to provide certain facilities and services for development of the Property, Developer would not and could not commit to provide the mitigation as provided by this Agreement. City's vesting of the right to develop the Property as provided herein is reliant upon and in consideration of Developer’s agreement to make contributions toward the cost of public improvements as herein provided to mitigate the impacts of development of the Property as development occurs.
I. Development Agreement. City and Developer have taken all actions mandated by, and fulfilled all requirements set forth in the Development Agreement Statute establishing procedures for consideration of Development Agreements.
J. Intent of the Parties: Application of Development Agreement. In order to achieve the level of certainty needed to justify the major investments that Developer must make to finance and build the key backbone infrastructure needed for the Project, the City has agreed to extend the vesting of development rights under the Agreement even to properties not subject to the control or ownership of Developer, provided such properties join this Agreement or execute a separate development agreement with City. Without such broad vesting, development as contemplated by the Specific Plan, with all of its necessary infrastructure, would not be financially feasible. By law, “Specific plans are required … to identify proposed major components of infrastructure needed to support planned land uses.” (The Planner’s Guide to Specific Plans (Governor’s Office of Planning and Research 2001) (“Planner’s Guide”), p. 6, italics added.) Among the required contents of any Specific Plan are text and diagrams specifying all of the following: “[t]he proposed distribution, location, and extent and intensity of major components of public and private transportation, sewage, water, drainage, solid waste disposal, energy, and other essential facilities proposed to be located within the area covered by the plan and needed to support the land uses described in the plan”; and “[a] program of implementation measures including regulations, programs, public works projects, and financing measures[.]” (Gov. Code, §§ 65451(a)(2), (a)(4).) A key goal for a Specific Plan is to size the infrastructure so that it is sufficient to serve the new development while functioning within a larger planning framework created by the local General Plan. “A specific plan may be used to implement the policies of an optional economic development element of a general plan. Policies of the general plan which are specific to financing infrastructure improvements and extensions, or cost recovery programs may be implemented by matching land uses with supporting public facilities. This is done to assist development engineering departments and developers avoid ineffective or undersized streets, sewers, water lines, and other necessary improvements. In addition, it may directly impose exactions in association with the general plan’s capitol improvement policies.” (Planner’s Guide, p. 4.) Here, Developer’s burden to finance and build key infrastructure to support the entire Specific Plan area requires that all of the land uses authorized by the Specific Plan will be fully vested. An internal patchwork within the Specific Plan by which certain land uses in certain areas are fully vested while others are not vested would be totally unworkable. Such an approach would thwart the City’s policy objective of facilitating the development of large numbers of new housing
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units in furtherance of State policies intended to create such housing. The legal requirement that Specific Plans provide for the financing and construction of all needed infrastructure is commendable public policy, but it imposes very substantial burdens on the entrepreneurs who assume the primary responsibility for obtaining the regulatory approvals, engineering plans, and on-the-ground physical improvements needed to set the stage for constructing new development, including housing. Here, Developer is the primary actor facilitating development within the Specific Plan.
K. Consistency with General Plan and State Law. City has determined that development of the Project, pursuant to the terms and conditions of this Agreement, is consistent with the City of Riverbank’s General Plan and Government Code Section 65867.5, and that the City has conducted all necessary proceedings in accordance with City and state rules and regulations. Development of the subject Property pursuant to the Project Approvals, the Specific Plan, as applicable to the Project and as set forth in Subsequent City Approvals and conditions of approval, will provide for orderly growth and development consistent with City’s General Plan, and other applicable development policies and programs of City.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:
AGREEMENT
ARTICLE 1
GENERAL PROVISIONS
Section 1.1. Effective Date of Development Agreement. The effective date of this Agreement ("Effective Date") is ______________, which is the effective date of City Ordinance No. _________________, approving this Agreement. If annexation of the Property (or any portion thereof) is not completed within five (5) years of the Effective Date, then this Agreement shall become null and void. The tolling period for any legal challenge, as set forth in Section 2.3 of this Agreement, shall apply to and extend such five-year period for the duration of the legal challenge.
Section 1.2. Recitals. The Recitals above are true and correct and are hereby incorporated into and made a part of this Agreement. In the event of any inconsistency between the Recitals and the provisions of this Agreement, the provisions of this Agreement shall prevail.
Section 1.3. Exhibits. The following (“Exhibits”) are attached hereto and incorporated into and made a part of this Agreement:
Designation Description
Exhibit A Legal Description of River Walk Property
Exhibit B Proposed Specific Plan Conceptual Land Use Diagram Exhibit C Development Phasing Plan
Exhibit D Water Supply Plan
Exhibit E Wastewater Collection Plan
Exhibit F Wastewater River Crossing
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Exhibit G Storm Drainage Plan
Exhibit H Park Plan
Exhibit I Sample Disclosure Form
Exhibit J Assignment & Assumption Form
Section 1.4. Project is a Private Undertaking. It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by City and Developer, and that Developer is not an agent of City. City and Developer hereby renounce the existence of any form of joint venture or partnership between them and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making City and Developer joint venturers or partners.
Section 1.5. Project Subject to Municipal Code and Policies. Various provisions of the City’s Municipal Code and numerous development policies, regulations, standards, and specifications have been adopted by City that affect the development of the Project (collectively, “Municipal Code and Policies”). Development of the Project shall be subject to the Municipal Code and Policies that are in effect Citywide during development of the Project. The Municipal Code and Policies shall be applied and construed consistent with the purpose of this Agreement.
Amendments to the Municipal Code and Policies after the Effective Date may only apply to the Project if they are: (a) not in conflict with the terms of this Agreement and they would not unduly increase the cost of, delay, or prevent, the development of the Project, or (b) are expressly authorized by this Agreement or mutually agreed to by the Parties in signed writing.
Section 1.6. Covenant Running with the Land. Developer represents that it has a legal or equitable interest in the Property, as identified in Exhibit A. This Agreement shall constitute a covenant running with the land, and the burdens and benefits of this Agreement shall bind and inure to all successors-in-interest to Developer, until such time that the Agreement terminates.
Section 1.7. Recordation of Development Agreement. City shall cause a copy of this Agreement to be recorded against the title to the Property subject to this Agreement within ten (10) business days of the Effective Date. City shall deliver a recorded copy of the Agreement to Developer following recordation of the Agreement.
Section 1.8. Priority of Enactment. In the event of conflict in interpreting between the various land use documents that govern development and use of the Property, the Parties agree that the following sequence of approvals establishes the relative priority of the approvals, each approval superior to the approvals listed thereafter: (1) This Agreement; (2) the Specific Plan; (3) Project Approvals (not including the foregoing); and (4) the Municipal Code and Policies.
Section 1.9. Agreement Costs/Ongoing Project Administration. Developer agrees to reimburse City for all necessary expenses incurred by City related to preparation of this Agreement, including recording fees, publishing fees, legal fees, staff time, and consultant fees and costs not otherwise included in Developer’s application fees or deposit/funding agreement for the Project. Payments under this Section shall be due and payable within thirty (30) calendar days of presentation from City to Developer of a written statement of charges. At any time, Developer may request that City issue an accounting of costs and expenses paid. Developer shall further be obligated to pay all ongoing costs and expenses of City staff, the City Attorney, and consultants of City required to process, administer, and implement the Project throughout the
River Walk Development Agreement
life of the Project. City shall send Developer periodic invoices for reimbursement of the charges incurred for such administration of the Project. Developer’s failure to pay the costs required hereunder shall be cause for City to not process applications, issue building permits or occupancy certificates, and schedule public hearings required for subsequent Project applications or approvals.
ARTICLE 2
TERM AND TERMINATION
Section 2.1. Term of Agreement. This Agreement shall commence on the Effective Date and extend for a period of twenty (20) years (“Term”). Upon written request by the Developer, the City may, in its reasonable discretion, approve one or more extensions of the Term for additional five (5) year periods, provided that as of the date of each such extension: (a) Developer is not in material default under the Agreement; and (b) Developer has completed, and obtained City acceptance, of at least Ten Million Dollars ($10,000,000) in new qualifying public infrastructure during the immediately preceding 5-year extension period, as documented by Developer and verified by City. “Qualifying public infrastructure” shall refer to the major improvements required for development of the Specific Plan as described in this Agreement and shall not include in-tract improvements. In no event will the cumulative Term go beyond thirty-five (35) years. Following the expiration of the Term, this Agreement shall be deemed terminated and of no further force or effect. At all times during the life and development of the Project, Developer shall be required to have an effective Development Agreement with City.
Section 2.2. Term for Project Maps. Pursuant to California Government Code section 66452.6(a), City will automatically extend the term of any parcel map or tentative subdivision map subject to this Agreement for the Term of this Agreement.
Section 2.3. Legal Challenge Tolling. In the event that this Agreement or any of the Project Approvals are the subject of legal challenge or any subsequent approvals or permits required to implement the Project Approvals are subjected to legal challenge by a third party, the terms, timing of obligations imposed, and the requirement to perform any obligations pursuant to this Agreement shall be tolled during the pendency of the litigation, deemed to commence upon service of lawsuit on the City. The tolling shall terminate upon the earlier of the two following dates:
(1) the date of entry of a final order or judgment upholding this Agreement, the Project Approvals, or the challenged approvals with no further appeals remaining, or (2) the date of entry of dismissal of the litigation pursuant to stipulation of the Parties. In the event a court enjoins either City or Developer from taking actions with regard to the Project as a result of such litigation that would preclude either or any of them from enjoying the benefits of this Agreement, the term of this Agreement shall be automatically tolled during the period of time such injunction or restraining order is in effect. Similarly, if Developer is unable to develop the Project due to a development moratoria for a health or safety reason unrelated to the performance of Developer’s obligations hereunder, the Term of this Agreement and timing for obligations imposed pursuant to this Agreement shall, upon written request of Developer, be extended and tolled for the period of time that such moratoria prevents development of the Project.
Section 2.4. Termination Upon Completion and Sale of Lots/Parcels. This Agreement shall be considered terminated with respect to any lot designated by the Project Approvals upon (a) completion of construction of all required improvements to serve the lot, (b) issuance by City of a final occupancy permit, (c) conveyance of such improved lot by Developer to a bona-fide goodPage 263 of 730 River Walk Development Agreement
faith purchaser thereof, and (d) all fees and charges owed to City pertaining to applicable lot(s) are paid. In connection with its issuance of a final inspection and occupancy for such improved lot, City shall confirm the foregoing conditions are satisfied and that all improvements, which are required to serve the lot, as determined by City, have been installed and accepted by City.
Termination of this Agreement for any such lot or parcel, as provided for in this Section shall in no way be construed to terminate or modify any assessment district, services or maintenance district, Mello-Roos Community Facilities District lien, area of benefit obligation, or such other continuing obligation affecting such lot at the time of termination. The Parties shall use commercially reasonable efforts to record a notice of termination, in a form agreed to by the Parties, on all parcels which have satisfied all obligations under this Agreement.
Section 2.5. Survival After Termination. The rights and obligations of the Parties set forth in the terms and conditions of this Agreement, which by their express terms or nature and context are intended to survive termination of this Agreement, will survive any such termination under this Article.
ARTICLE 3
SUBSEQUENT APPROVALS
Section 3.1. Subsequent City Approvals. Development of the Project will require Developer to obtain additional approvals and permits from City, in addition to the Project Approvals (collectively, the “Subsequent Approvals”). Subsequent Approvals may include, without limitation, tentative subdivision maps, final maps, parcel maps, subdivision improvement plans and agreements, design review for architectural and site plan reviews, encroachment permits, building permits, landscaping plans, grading plans and permits, lot line adjustments, use permits, and occupancy certificates. Subsequent Approvals shall also include any conditions of approval adopted in conjunction with or made a part of any Subsequent City Approvals. In the course of taking action on these applications and requests, and except for ministerial actions, City may exercise discretion in imposing conditions of approval required for orderly development of the Specific Plan area, including but not limited to, the major backbone improvements required for each Subsequent City Approval, and fair share obligations of benefitting parcels pursuant to areas of benefit or oversized improvements.
Section 3.2. Further Discretionary Actions. The exercise of City's authority and independent judgment is recognized under this Agreement, and nothing in this Agreement shall be interpreted as limiting City’s discretion to approve or deny any Subsequent Approvals or impose any conditions on Subsequent Approvals, where allowed by law or necessary for consistency with the Project Approvals, to require additional information or studies from Developers, or to hold legally required public hearings. Except as otherwise set forth herein, such discretion and action taken by City shall be reasonable and not prevent development of the Property for the uses set forth herein or limit the rate or timing of development as contemplated in this Agreement.
Section 3.3. Cooperation Between City and Developer. City shall use its best efforts to process, within a reasonable time, any Subsequent Approvals requested by Developer during the Term of this Agreement. City agrees to cooperate with Developer, on a timely basis, to secure permits or licenses that may be required by any other public agency with permitting or licensing jurisdiction over the Project.
River Walk Development Agreement
Section 3.4. City's Right to Withhold Subsequent Approvals. City reserves the right to withhold any Subsequent Approvals or schedule hearings for such applications if any portion of the Project owned or controlled by a party (including successors of Developer) seeking such Subsequent Approvals fails to conform to the Project Approvals, or has not complied with its obligations under this Agreement, or if City reasonably determines that additional information is required in accordance with CEQA. City’s rights under this Section include if Developer is delinquent on any City fees, City processing costs (in accordance with Section 1.9 above), or reimbursements owed to other landowners or developers within the Specific Plan area.
Section 3.5. Government Code section 66473.7 Compliance. The Parties acknowledge and agree that the Project includes a subdivision within the meaning of Government Code section 66473.7. Any phased maps prepared for the Project shall comply with section 66473.7 and shall include as a condition of approval of any such map that, among other things, written verification from the City that sufficient water supply infrastructure is available to serve the subdivision subject to the phased map.
ARTICLE 4
RIGHT TO DEVELOP AND APPROVED LAND USES
Section 4.1. Right to Develop. Developer shall have the right to develop the Property and Project in accordance with the terms and conditions of the Project Approvals and Subsequent Approvals. Developer is assured, and City agrees, that the development rights, obligations, terms, and conditions specified in the Project Approvals and Subsequent Approvals are fully vested in Developer and may not be modified or terminated by City, except as set forth in this Agreement or with Developer’s written consent (collectively, Developer’s “Vested Rights”).
Except where provided otherwise in this Agreement, including Section 4.4, no ordinance, resolution, growth control measure, initiative, referendum, or other land use restriction adopted or enacted after the Effective Date, whether by action of City or otherwise, which reduces the development rights conferred by the Project Approvals or Subsequent City Approvals shall apply to development of the Property. For reasons explained in Recital J above, in the event Developer acquires other parcels within the Specific Plan which are not included in the Property as defined herein, the vesting provided by this Agreement shall extend to those parcels that are not controlled or owned by Developer.
Section 4.2. Permitted Uses and Development Standards. The permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, provisions for reservation or dedication of land for public purposes, the location, design and maintenance of on-site and off-site improvements, location of public utilities, and other terms and conditions of development applicable to the Property shall be those set forth in the Project Approvals and the Subsequent Approvals. City acknowledges that the Project Approvals provide for the land uses and approximate acreages shown in the Specific Plan.
Section 4.3 Minor Amendment of Project Approvals. Developer may provide written request for a minor amendment or modification to any of the Project Approvals, including, but not limited to (a) the location of buildings, streets and roadways and other physical facilities, or (b) the configuration of the buildings, the site plan, elevations, the configuration and number of parcels, lots or development areas. To the extent allowable by law, the Community Development Director shall determine whether the requested amendment or modification is consistent with this Agreement, Specific Plan, and applicable provisions of City zoning and subdivision ordinances in
River Walk Development Agreement
effect as of the Effective Date of this agreement. For purposes of this Agreement, the determination of whether such amendment is minor shall be made by reference to whether such amendment or modification is minor in the context of the overall Project. If the Community Development Director finds that the proposed amendment is both minor and consistent with this Agreement, the Specific Plan, and the applicable provisions of City zoning and subdivision ordinances, the Community Development Director may approve the minor amendment administratively. For purposes of this Agreement and notwithstanding any City ordinance or resolution to the contrary, the following shall be deemed a minor amendment or modification: lot line adjustments, minor adjustments in the number of parcels on a Phased Map, minor variances as to density, relocation of densities and/or uses which do not materially alter the overall density of the subject Property as presently set forth in the Specific Plan, minor changes to any bulk, height, lot coverage, and building setbacks, any modifications made to Specific Plan boundaries, and minor modifications to adopted conditions of approval associated with Subsequent Approvals.
The Community Development Director shall reserve the discretion to refer and process any such request through the Planning Commission and/or City Council consistent with City procedures for such approvals.
Section 4.4. Limitations on Developer’s Vested Rights. Notwithstanding Section 4.1, City and Developer agree that the vested rights conferred by this Agreement are subordinate to the following:
(a) Initiatives and Referenda. Any City ordinance, rule, or regulation enacted or imposed by a citizen-sponsored initiative or referendum after the Effective Date that reduces the development rights provided to Developer in this Agreement shall not apply to the Project. The Parties acknowledge, however, that this Agreement is a legislative act subject to referendum. In the event of any such referendum that reduces the development rights conferred by this Agreement, including Developer’s vested rights, City shall cooperate with Developer and undertake such reasonable actions as may be appropriate to ensure that Developers may develop the Project in accordance with State law, the Project Approvals, and all development rights as set forth herein. Nothing herein shall be construed to require City to take any action in violation of state law or duly adopted initiatives or referendums applicable to the Project Approvals. (b) Regulation by Other Public Agencies. The Parties acknowledge that other public agencies, outside of the control and authority of City, regulate or have authority over City and the public infrastructure required to serve the Project, and that the exercise of such public agency authority could negatively impact development of the Project. Nothing in this Agreement limits the authority of such public agencies. City shall not be found to be in breach of this Agreement due to any action taken by another public agency that negatively impacts this Agreement or development of the Project.
(c) Changes in California Building Standards Codes. Development of the Project shall be subject to changes occurring from time to time to the California Building Code, as well as all associated California Codes (Electrical, Mechanical, Plumbing, Fire, etc.), as adopted by the City Council.
(d) Changes Mandated by Federal or State Law. The Project shall be subject to subsequently enacted federal or state laws or regulations that conflict with this Agreement or the Project Approvals, that mandate adoption of local regulations, or that preempt the Municipal Code and Policies. As provided in section 65869.5 of the Development Agreement Statute, in the event
River Walk Development Agreement
that state or federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Agreement, such provisions shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations. Upon discovery of a subsequently enacted federal or state law that conflicts with this Agreement or otherwise affects the Project, City or Developer shall provide the other Party with written notice of the federal or state law or regulation and a written statement of the conflicts raised by such law or regulation. Promptly thereafter, City and Developer shall meet and confer in good faith to modify this Agreement, as necessary, to comply with such law or regulation. In such discussions to resolve the conflict, City and Developer shall attempt to preserve the terms of this Agreement to the maximum extent feasible.
(e) Health and Safety Emergencies. In the event that any future public health and safety emergencies arise during development of the Project, City agrees that it shall attempt to address such emergency in a way that does not have a material adverse impact on the Project. If City determines that it is not reasonably possible to address such emergency without adversely affecting the Project, City shall address such emergency in a way that minimizes the adverse impacts to the Project while still addressing such health and safety emergency in a manner acceptable to City, as to be determined by City in its sole discretion.
Section 4.5. Timing of Development. The Parties acknowledge that Developer cannot, at this time, definitively predict when each phase of the Project will be developed. Such decisions depend upon numerous factors that are not within the control of Developer, such as economic conditions, consumer demand, interest rates, absorption rates, and other factors. It is the desire of the Parties that Developer shall have the vested right to develop the Project in such order, rate, and time as Developer deems appropriate in the exercise of its business judgment, subject to the terms and conditions set forth in this Agreement.
Section 4.6. Waiver of Vesting Through Other Mechanisms. Developer, for itself and all successors-in-interest to the Property, hereby waives and relinquishes any right to obtain or claim vested rights in the Project through the filing of a preliminary application under the Housing Accountability Act (Gov. Code § 65589.5) and Government Code section 65941.1 (under the Permit Streamlining Act), as such statutes may be amended. Without limiting the foregoing, Developer waives any right under the foregoing statutes, or under any other law limiting a public agency's authority to impose a fee, charge, or monetary exaction on a development project, to the extent such right would impair the City's ability to impose the SDF Fees (defined in Article 7), Plan Area Fees (defined in Article 7), or to implement the required ongoing funding for maintenance and public services in the Specific Plan area (described in Section 6.4).
Section 4.7. Eminent Domain. City’s statutory powers of eminent domain are available, if necessary, to acquire all properties needed for rights-of-way or easements to be located on properties other than the Property or for construction of the improvements which are necessary for the development of the Project. Any such use of eminent domain by City shall be at Developer’s sole cost and expense, including without limitation, the cost of any staff time, legal costs, appraisals, experts, formal litigation, and reasonable attorneys’ fees and court costs. City may use its statutory powers of eminent domain only after Developer has exhausted all other methods to secure such required property, as determined by City. The Parties acknowledge that exercise of eminent domain powers shall be considered a last resort, and the Parties agree to meet and confer before any formal initiation of eminent domain powers to acquire the necessary property, rights-of-way, or easements.
River Walk Development Agreement
Section 4.8. Phasing. A preliminary phasing of the Project villages, excluding infrastructure analysis, is depicted in Exhibit C, attached hereto. City agrees that Developer may proceed with development of the Property in accordance with their business judgment, subject to the terms and conditions of this Agreement and the Project Approvals, and phases may change in shape, size and order at the time of actual development. Project phasing and improvement requirements will be refined with the submittal of the first tentative subdivision map and project-specific agreements and/or conditions of approval, and will continue to be analyzed and refined with each subsequent tentative subdivision map.
Section 4.9. Age-Restricted Villages. As contemplated in the Specific Plan, Developer has elected to restrict the Project as an age-restricted active adult development and, as such, to require Villages C, and F through O (11 Villages) to be occupied or held available for occupancy by households that include residents at least fifty-five (55) years of age, in accordance with all applicable laws and regulations. The age restriction will be applied through a deed restriction or similar instrument consistent with applicable laws and regulations recorded against each lot to which the restriction applies. Developer hereby covenants and agrees, for itself and its successors and assigns, that the Property shall be used for the development and operation of active adult housing development in compliance with the requirements set forth herein, and as further specified in the Project’s conditions, covenants, and restrictions (“CC&Rs”). Developer covenants that it shall not enter into any agreement that is inconsistent with such restrictions without the express written consent of City. Prior to issuance of any building permit within the restricted villages, Developer shall execute, acknowledge, and record CC&Rs in a form reasonably acceptable to City, which shall require, among other things, that (a) the Project comply with the active adult occupancy requirements set forth above, (b) implement appropriate age verification procedures to ensure compliance with such CC&Rs, (c) the Project allow or accommodate other qualified residents as required by law (e.g., caretakers, disabled children or grandchildren, unanticipated child custody, or multi-generational living arrangements).
ARTICLE 5
PUBLIC IMPROVEMENTS AND INFRASTRUCTURE
Section 5.1. Major Improvements Consistent with Project Approvals. Unless otherwise specified herein, Developer shall be responsible for constructing the infrastructure improvements and facilities required for the Specific Plan consistent with the Project Approvals (referred to herein as the “Major Improvements”). The Major Improvements are described in more detail in the Project Approvals and this Article 5. All plans establishing the design and specifications of the Major Improvements constructed by Developers shall be considered Subsequent Approvals subject to review and approval by City.
Section 5.2. Phasing Plan for Major Improvements. As provided by Section 9.3 of the Specific Plan, prior to the filing of any tentative or parcel map application within the Specific Plan area, Developer shall file with City a comprehensive phasing plan for all Major Improvements required for development of the Specific Plan, including without limitation, stormwater and drainage, potable water, non-potable water, wastewater, roadways and circulation, and parkland/buffers/greenway/trails/open space sites (“Phasing Plan”). The Phasing Plan shall be added as an addendum and be incorporated into and made part of the Specific Plan and this Agreement. The Phasing Plan and all provisions contained therein shall be subject to City’s approval. Developer shall have no right to develop the Project, and City shall have no obligation to accept, process, or schedule hearings for any subdivision map application filed by any
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Developer, until the Phasing Plan is accepted as complete, as determined by the Community Development Director and the City Engineer.
Section 5.3. Water. The water infrastructure required for the Specific Plan shall be considered a Developer obligation. The backbone water supply infrastructure contemplated in the Specific Plan is identified in Exhibit D and includes the following:
(a) Backbone Water Facilities. The backbone water infrastructure includes the following:
(3) new water wells;
A two (2) million gallon peaking reservoir (water tank) with booster pump; Two (2) pressure regulating stations;
12-inch water transmission pipelines; associated gate valves and fire hydrants.
Developer will install the above water facilities incrementally, as they are needed to serve phases of development. Such incremental construction shall be based upon a water engineering analysis for each phase and shall be approved by the City Engineer. Based on the current state of the City’s water system, at least one (1) new water well is expected to be a minimum requirement for the first phase of development. Developer shall construct the transmission improvements necessary to serve each subdivision, including any looping of the lines necessary to maintain adequate water pressure.
(b) In-Tract Water Facilities. The balance of the water transmission infrastructure within the Project area consists of in-tract water transmission improvements within subdivisions or similar transmission improvements located onsite in other development projects, such as, for example, apartments, office buildings or retail buildings. These improvements are referred to as “In-Tract Water Lines”. The In-Tract Water Lines are not considered backbone facilities and shall be financed through their installation by Developer, or other Project applicants, and secured in the approval process for subdivision maps or other Subsequent Approvals.
Section 5.4. Wastewater Collection and Treatment. Except as specified herein, the wastewater infrastructure for the Specific Plan shall be a Developer obligation. In advance of construction, Developer shall perform an engineering analysis of the existing City wastewater conveyance system to determine and verify the capacity of the downstream conveyance system to accommodate the additional flows from the Project villages. The analysis shall also identify necessary improvements to the existing conveyance system that may be necessary to accommodate additional flows. The wastewater infrastructure contemplated in the Specific Plan is identified in Exhibit E and includes the following:
(a) Backbone Wastewater Facilities. The backbone wastewater infrastructure includes the following and unless specified otherwise, shall be installed and financed by Developer:
Interim Offsite Wastewater Collection Improvement. An initial investigation has identified potentially available capacity in the existing City wastewater conveyance system
River Walk Development Agreement
downstream of the Specific Plan of up to 225 single-family dwelling unit equivalents. Additional analysis will be required to determine if upgrades to City’s existing conveyance pipelines and/or pump stations will be necessary to accommodate this additional flow.
Offsite Sewer Force Main and Conveyance System. Residential development beyond the first 225 single-family residential units will require construction of (i) approximately 900 lineal-feet of ten (10) inch sewer force main under the Stanislaus River, (ii) approximately 900 lineal-feet of a redundant sixteen (16) inch sewer force main under the Stanislaus River, and (iii) approximately seventy-four hundred (7,400) lineal feet of ten (10) inch sewer force main connecting to the City’s wastewater treatment plant headworks, and (iv) a 24” gravity sewer line in Coffee Road to the force main pump station and the parallel force mains under the Stanislaus River. These improvements are anticipated to provide enough wastewater conveyance capacity for the balance of the residential development and other development in the Specific Plan areas, as well as service for future growth areas outlined in the City Sewer Master Plan. The sewer force main may require the acquisition of certain easements from private property owners and/or permission to construct and operate from other local or state agencies, with all such costs to be at Developer’s expense.
Wastewater Collection Infrastructure Within Project Area. The Specific Plan (Figure 6-2a) identifies wastewater lines as follows: (1) 24” gravity main extending from Patterson Road within Coffee Road, through Village C, and connecting to the Northeast Pump Station; (2) additional gravity mains within Coffee Road providing service to the various villages; (3) gravity mains and force mains in collector streets providing service to two or more villages and/or development areas. These improvements are referred to as “Backbone Wastewater Collection Infrastructure.” The Backbone Wastewater Collection Infrastructure shall be installed and financed as a Developer obligation in the tentative subdivision map approval process or in the approval process for other Subsequent Approvals.
South Lift Station. A sanitary sewer lift station may be utilized in the vicinity of Villages A and B. This improvement is referred to as the “South Lift Station” as shown in Figure 6-2a of the Specific Plan. The South Lift Station shall be constructed by Developer or an applicant for Subsequent Approvals and the timing of such construction shall be determined in the conditions of approval of phased subdivision maps or other Subsequent Approvals. The South Lift Station may, on an interim basis, be used to discharge flows via force main to the existing City conveyance system. The South Lift Station will be required prior to the first residential building permit of the Specific Plan.
West Lift Station. A sanitary sewer lift station may be utilized in the vicinity of Villages H and F. This improvement is referred to as the “West Lift Station” as shown in Figure 6-2a of the Specific Plan. The West Lift Station shall be constructed by Developer or an applicant for Subsequent Approvals and the timing of such construction shall be determined in the conditions of approval of phased subdivision maps or other Subsequent Approvals.
Northeast Lift Station. A lift station will be installed in the northeast portion of the Project as shown in Figure 6-2a of the Specific Plan. This improvement is referred to as the “Northeast Lift Station”. The lift station will collect flows from within the Project Area as well as from areas outside of the Project as described in the City’s Sewer Master Plan. Flows will be pumped via force main crossing the Stanislaus River and ultimately conveyed to the City’s treatment plant. The Northeast Lift Station shall be constructed by Developer or an applicant for
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Subsequent Approvals and the timing of such construction shall be determined in the conditions of approval of phased subdivision maps or other Subsequent Approvals.
Wastewater Treatment Plant. City has prepared a plan to expand the existing wastewater treatment plant (“WWTP”) capacity from 1.8 MGD to 2.29 MGD and to treat the effluent to a level that will allow recycling of the water (i.e., sale to farmers, or other type of land application). City is evaluating its existing SDF program to make sure WWTP connection fees are adequate to ensure that new development pays its fair share of any future WWTP capacity expansion. This capacity expansion is adequate to serve the Project, but is not currently in place.
Based on the current state of City’s wastewater system, the WWTP expansion is expected to be a minimum requirement for the first phase of development. City is pursuing grants and other funding mechanisms to assist in reducing City costs for this project, as well as evaluating other WWTP capacity expansion options. WWTP expansion could include incremental expansion, but any such expansion would be subject to engineering analysis and would be implemented at the discretion of the City. City makes no representation, warranty, or guarantee as to the timing, scope, method, or completion of the WWTP expansion. Nothing in this Agreement obligates City to construct the expansion by any date certain, to select any particular expansion approach, or to guarantee the availability of wastewater capacity for any phase of the Project. The design, sizing, phasing, and implementation of any WWTP expansion shall be subject to engineering analysis and shall be undertaken at the discretion of City. Applicants for development of the Project will be responsible for paying the future adopted WWTP capacity fees, discussed further in Article 7. To facilitate continued development of the Project, Developer may propose to advance some portion of the upfront cost of the WWTP expansion in return for fee offsets or credits. The terms of any such advance and corresponding credits, including amount, timing, valuation, transferability, and the consequences of any delay in or reduction of the expansion, shall be set forth in a separate reimbursement agreement approved by City in its discretion. (b) In-Tract Collection Infrastructure. The balance of the wastewater collection infrastructure within the Project area consists of in-tract collection improvements within subdivisions or similar collection improvements located onsite in other development projects, such as, for example, apartments, office buildings or retail buildings. These improvements are referred to as “In-Tract Wastewater Collection Infrastructure”. The In-Tract Wastewater Collection Infrastructure shall be installed and financed as a Developer obligation in the subdivision process or the approval process for other Subsequent Approvals. Developer shall construct sewer facilities that will be upsized to provide sewer service for the benefit of the Project and development of the Specific Plan.
Section 5.5. Transportation and Roadways. The following traffic and roadway infrastructure in accordance with the Project Approvals shall be considered Developer obligations. All necessary acquisitions of right-of-way and utility relocations and associated costs shall be obligations of Developer.
Patterson Road. The Project includes an approximately two-thousand six hundred forty (2,640) feet segment, primarily on the west side of Oakdale Road that requires widening, including, without limitation, median and frontage improvements and undergrounding of utilities (the “Patterson Road Segment”). Timing of the construction of the Patterson Road Segment will be determined with the approval of the first tentative subdivision map.
River Walk Development Agreement
Coffee Road. The Project includes development of Coffee Road north of Patterson Road as the main entrance into the Project, and may also include improvements to Coffee Road south of Patterson Road, as needed as part of the Patterson Road/Coffee Road Intersection project, that could include widening, and without limitation, median and frontage improvements and undergrounding of utilities (the “Coffee Road Segment”).
Patterson Road/Coffee Road Intersection. The Project includes a new signalized intersection at Coffee Road and Patterson Road (the “Coffee Road Signal”). Timing of the construction of the Coffee Road Signal will be determined with the approval of the first tentative subdivision map.
Collector Streets. All roads internal to the Specific Plan including Coffee Road north of Patterson Road and all internal project roads and collectively referred to as the “Collector Streets.” Collector Streets will be constructed and current with development, and the timing of construction will be determined with the approval of each tentative subdivision map.
Mitigation Measures. The Project is subject to all applicable mitigation measures under the MMRP for transportation and circulation. City reserves the discretion to require such improvements or fair share payments at such time as necessary to maintain levels of service on affected intersections and roadways. City may require subsequent traffic analysis to determine the timing of such improvements or fair share payments.
Section 5.6. Storm Drainage. The storm drainage infrastructure for the Project shall be considered a Developer obligation and financed by Developer. The storm drainage system for the Specific Plan and conceptually illustrated in Figures 6-3a and 6-3b of the Specific Plan attached hereto as Exhibit G. The system generally consists of storm drainage lines, storm pump stations, and dual use (park and storm basin) facilities. These storm drainage facilities are referred to as the “Storm Drainage Infrastructure”. As the Specific Plan is a Master Planned Community with an area-wide storm drainage system, it will be treated as a unified project for the purpose of determining compliance with City and State Low Impact Development (LID) standards. Developer shall be responsible for constructing storm drainage facilities to serve properties they own in their respective phase, or upsizing such facilities as necessary for the benefit of the Specific Plan.
Storm drainage facilities shall include land and improvements. Storm drainage facilities may be provided incrementally within each phased area as development occurs. Developer may utilize temporary basins provided that they are in compliance with City’s MS4 or other applicable State or federal permits. Development and maintenance of any temporary basins, as allowed by City, shall be the obligation of Developer until such time that the permanent facilities are constructed and the temporary facilities are abandoned.
Section 5.7. Parkland, Buffers, Greenway, Trails, Open Space. (a) Improvements and Acreage. The parkland, buffers, greenway, trails, and open space (collectively referred to herein as the “Park/Open Space Facilities”) shall be included in the Phasing Plan and be considered a Developer obligation. The Specific Plan provides for approximately 204 acres of Parks/Open Space Facilities with a variety of passive and active recreational opportunities. The City’s General Plan requirement of five (5) acres per thousand population would result in a parkland obligation of around 40 to 45 acres. The Parties acknowledge that Developer is dedicating and installing over and above its fair share parkland obligation pursuant to City’s General Plan and the Quimby Act, for community and environmental
River Walk Development Agreement
benefits in exchange for the benefits of this Agreement. (b) Community Parks. Community parks are larger parks that tend to be used by the entire community instead of any particular neighborhood (“Community Parks”). The Community Parks shall be constructed and financed by Developer. The Community Park shall include amenities suitable for use by the active adult and senior population and shall be constructed by the Developer(s) of the future adjacent villages. The main Community Park in the Village Center is approximately 15.5 acres in size.
(c) Neighborhood Parks. Neighborhood Parks and Trails shall be constructed and financed by Developer. In any subdivision where parks are not provided (e.g., Villages B, P, Q and R do not currently plan for park facilities), fair share fees will be charged to benefiting parcels to provide funding for that subdivision’s pro-rata share of parkland. This fee will be collected and remitted to each Developer which developed the parkland, in an amount commensurate to the oversized parkland provided and developed.
(d) Buffer/Greenway/Open Space Area. The Specific Plan contains an area designated for “buffer/greenway/open space” along the northern boundary adjacent to the Stanislaus River. Developer at its sole cost and expense shall design and construct improvements within the designated buffer and open space area to enhance public access, recreational use, and connectivity to other amenities within the Specific Plan. Such improvements may include trail resurfacing or reconstruction, trailhead improvements, pedestrian access, educational signage, wayfinding, benches, viewing areas, landscaping, or other amenities consistent with the Specific Plan. The nature, extent, design, and location of the improvements shall be subject to approval of the Community Development Director. The improvements shall be designed to preserve and protect environmental resources in this area. Developer shall be responsible for all costs associated with the design, permitting, and constructing of the approved improvements. The Community Development Director shall determine the timing and phasing of completion of this obligation, but no earlier than completion of the first four (4) villages. (e) Dual-Use Storm Basins. The storm basin sites are contemplated to be a dualuse park opportunity. The design and use of the storm basin sites shall be subject to approval of City. Unless otherwise agreed to by the Parties, the parkland component of the storm basin shall not eligible for any fee offsets or credits. In the event City determines any storm basin site can be for dual-use, adequate access to the site shall be provided, including applicable standards of the Americans with Disabilities Act (ADA).
(f) Cooperation on Special Features. Developer shall work with City to include specialized play equipment in the neighborhood park in Village A as a portion of the play equipment installed. The Parties will work to include various specialized play equipment not currently available in the City. The remainder of the neighborhood parks shall include amenities suitable for use by the active adult population within Villages C through L, and shall be constructed by the developer(s) of these villages.
(g) City Standards. The Parks/Open Space Facilities, including the Community Park and Neighborhood Parks, shall be developed in accordance with City standards and parkland master plans of City. Prior to construction, plans and design for each Parks/Open Space Facility shall be submitted to the Parks & Recreation Department for review and approval.
River Walk Development Agreement
(h) Timing. The Parties agree that the Parks/Open Space Facilities shall be developed and be made available for public use as new residents arrive to the Specific Plan area.
In no event shall City have any obligation to issue occupancy certificates for more than twentyfive percent (25%) of the minimum permitted density in any subdivision map without sufficient Parks/Open Space Facilities having been developed for public use. Nothing shall prevent the Parties from agreeing by separate instrument to a written plan for the timing of the required parkland in connection with the Project. City further may establish timing requirements of required parkland as conditions of approval with each tentative subdivision map.
Section 5.8. Maintenance/Acceptance of Public Improvements. All public improvements and facilities installed by Developer shall be maintained in good and operable condition until such time that City formally accepts the public improvements for its ownership and operation. City shall have no obligation to maintain and operate such public improvements until City’s formal acceptance, including without limitation, water, wastewater, transportation and roadways, storm drainage, lighting, and the Parks/Open Space Facilities. Acceptance by City shall not be unreasonably withheld. Prior to City’s acceptance of public improvements, the required financing districts or mechanisms shall be in place to ensure City collects sufficient funds to maintain the public improvements requested by Developer for acceptance.
ARTICLE 6
COMMUNITY FACILITIES DISTRICTS
Section 6.1. Infrastructure CFD. Developer may request and City will agree to allow the Major Improvements, and other public improvements within the Specific Plan to the extent feasible, to be financed through the establishment of a new community facilities district pursuant to the MelloRoos Act (the “Infrastructure CFD”). Developer may initiate the annexation or creation of Infrastructure CFD financing by filing a petition with City requesting formation of a new community facilities district for the Specific Plan. Upon receipt of this petition, City will take such actions as are necessary to fully comply with the Mello-Roos Act to cause the Property to be annexed into a new Infrastructure CFD to be established. City shall conduct all necessary proceedings, adopt all resolutions, ordinances and orders, recording all maps, notices, and releases required to levy these special taxes, and provide for the issuance of bonds from the Infrastructure CFD. It is expressly acknowledged, understood, and agreed by the Parties that City reserves complete discretion with respect to legally required findings and determinations that must be made in connection with the annexation or formation of a community facilities district. Developer shall be responsible for any and all costs, staff time, and legal costs associated with the annexation or formation of the Infrastructure CFD.
Section 6.2. Priority of Infrastructure CFD Bond Proceeds. If a new Infrastructure CFD is formed for the Project, the Parties agree to meet and confer to establish the priority of Major Improvements to be funded or reimbursed by Infrastructure CFD bonds (“CFD Priority”). Any agreement between the Parties regarding the CFD Priority shall be memorialized in an operating memorandum. The City Manager shall have the authority to execute any such operating memorandum. Any executed operating memorandum regarding the CFD Priority shall be considered a minor amendment to this Agreement.
Section 6.3. Termination of Infrastructure CFD Proceedings. Developer may withdraw its Infrastructure CFD petition at any time prior to annexation or formation of Property into an Infrastructure CFD. Upon any such termination, Developer shall remain responsible for any and
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all costs, staff time, or legal fees incurred by City prior to Developer’s termination.
Section 6.4. Services and Maintenance CFD. Prior to issuance of the first building permit issued for the Project, Developer agrees to form a new community facilities district for services and maintenance (“Services and Maintenance CFD”), annex into City’s existing services and maintenance district (“CFD 2016-01”) or propose such other ongoing financing mechanism that City may approve in its sole discretion to fully fund the Project’s service and maintenance obligations. If Developer elects to annex into CFD 2016-01, Developer consents to the levy of such special taxes as are necessary to fully fund the services and maintenance obligations and hereby acknowledges that any such special tax is necessary to provide services to the Project.
The Services and Maintenance CFD will provide funding required for new or enhanced services provided by City to the Project which would not have been necessary but for the approval of the Project. The funds shall be utilized for, among other things, (a) police protection services, (b) maintenance of open space, paseos, trails, and parkland within the Project; (c) maintenance of entry features, masonry walls, landscape setback areas, and street lighting within or along the perimeter of the Project, and (d) maintenance for retention basin, stormwater conveyance and stormwater quality facilities within or along the perimeter of the Project. Each lot, unit, and use shall be included or annexed into the Services and Maintenance CFD (or CFD 2016-01) as a condition of each final map, unless deferred by City to a later time based on the maintenance needs of the applicable services area. All costs to form or annex into the financing district(s) described in this section shall be at Developer’s sole cost and expense.
Section 6.5. General Fund and City Bonding Capacity. Nothing in this Agreement shall be construed as requiring City to pay, contribute, loan, or use its general fund or City bonding capacity to construct or extend public infrastructure, complete any improvements, or take any action for the Project that would adversely affect City’s general fund or City’s bonding capacity.
Section 6.6. SCIP or BOLD Financing. In the event that City chooses to participate in either the Statewide Community Infrastructure Program (“SCIP”) program or Bond Opportunities for Land Development (“BOLD”) program or both during the period in which the Project is under development, Developer shall have the ability to apply to the City for participation in either or both financing programs. Developer will be responsible for all City’s costs required to participate in, administer, or implement the above financing programs. Developer will be responsible for all City’s costs required to participate in, administer, or implement the above financing programs.
ARTICLE 7
FEES, CREDITS AND REIMBURSEMENTS
Section 7.1. Citywide Impact Fees.
(a) System Development Fees. The Parties acknowledge and agree that certain specific development impact fees are necessary to address impacts of the Project (known as “System Development Fees” or “SDF Fees”). City shall not impose any other SDF Fees on Developer, except as provided herein. The Project shall be subject to all SDF Fees then existing Citywide at the time of building permit issuance for the first residential unit. The SDF Fees shall be those duly adopted by City in accordance with the Mitigation Fee Act (Government Code, § 66000 et seq.). Prior to issuance of the first building permit for the Project, the Parties shall memorialize the SDF Fee schedule and fee amounts applicable to the Project. The Parties acknowledge that City is in the process of updating its SDF Fee program and nexus study. The
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SDF Fee schedule for the first building permit shall be based on the updated nexus study adopted by City and apply to the remaining buildout of the Project. The SDF Fees may further be financed or supplemented through the formation of an Infrastructure CFD or a Specific Plan Area Fee (as described in Section 7.2 below), and, if so, an Operating Memorandum may be prepared to address implementation of such financing mechanisms.
(b) Traffic Fee for First 350 Lots. Notwithstanding Section 7.1(a) above, for a period of five (5) years after adoption of this Agreement, the SDF Fee for traffic/transportation shall not exceed one-hundred twenty-five percent (125%) of the SDF Fee for traffic that is currently in effect Citywide as of the Effective Date. This limitation shall only apply to the first 350 lots in Villages A, B, and D of the Specific Plan. This SDF Fee shall continue to be subject to the annual index increase described in Section 7.1(c) below.
(c) Timing / Annual Increase. Beginning after the Effective Date, the SDF Fees for the Project shall be increased annually on January 1st of each calendar year, pursuant to the applicable cost index used by City to adjust the SDF Fees applicable Citywide. Payment of all SDF Fees shall be due at the time of building permit. Based on a written request from Developer, the City Manager, in his or her sole discretion, may in writing defer payment of any Development Agreement Fees to a later time.
(d) SDF Fee Credits. If Developer constructs a Major Improvement or a portion thereof specifically identified in any City capital improvement plan or other such plan forming the basis of a particular SDF Fee, which City would have otherwise constructed without development of the Property subject to the SDF Fee, then Developer may receive fee credits pursuant to a written agreement between Developer and City. City will not allow any fee credits without prior written approval from City of the terms of the fee credits. The amount of the fee credits shall be based on the estimated cost of the public facility in the plan forming the basis of the SDF Fee and the percentage of such public facility or component thereof constructed by Developer. (e) Major Improvements Subject to Fee Credits. The Parties acknowledge that because of Developer’s construction of the Major Improvements, City does not expect Developer to be subject to certain SDF Fees. Subject to the limitations of this Section 7.1, the Major Improvements expected to be eligible for SDF Fee credit include the facility items identified below.
In the event that reimbursement is provided to Developer, any such reimbursement in excess of Developer’s SDF Fee obligations shall be limited to SDF Fees collected from development within the Specific Plan area. No fee credits or reimbursement shall be provided without a written agreement between Developer and City regarding the terms of the fee credits or reimbursement.
SDF Fee Category Eligible SDF Facilities Eligible Fee Credit Water All backbone water
improvements (e.g., wells,
tanks, pressure regulations
stations, and 12-inch
transmission lines).
Developer’s construction of
the backbone water facilities
required for the Specific
Plan is expected to receive
SDF Fee credits for water.
Wastewater All backbone wastewater
improvements, except for
With the exception of City’s
construction of the WWTP
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the WWTP expansion. expansion, all other
backbone wastewater
improvements are expected
to receive SDF Fee credits.
Storm Drainage N/A N/A. The Storm Drainage
Infrastructure is considered
a Specific Plan area
improvement. SDF Fees
will not apply. Unless
otherwise agreed to by the
Parties, any dual-use basins
will not be eligible for fee
credits from the
parks/recreation component
of the SDF Fee program or
City’s Quimby Fee program.
Traffic Patterson Road;
Coffee Road;
Patterson Road/Coffee
Road Intersection & Traffic
Signal.
In the event the identified
facilities are included in the
planned SDF Fee program
update, the facilities or
components thereof may be
eligible for partial fee credit,
subject to City approval.
City further reserves the
discretion to deem the
identified facilities as
Specific Plan area
improvements and include
the facilities in the Plan Area
Fee program (described in
Section 7.2 below).
Parks/Recreation Community Park;
Neighborhood Parks.
Construction of the
Community Park and
Neighborhood Parks
required for the Specific
Plan is expected to fully
offset the applicable Quimby
Fees/SDF Fees for the
Project. Benefitting parcels
are expected to pay fair
share fees or applicable
Quimby Fees/SDF Fees to
City. Park fees collected
from other benefitting
parcels will be used to
reimburse developers
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charged with construction of
the required parkland in the
Specific Plan. The other
greenways, trails, buffers,
and open space areas will
not be eligible for Quimby
Fees/SDF fee credits.
General Government/Police N/A N/A
Section 7.2. Plan Area Fee Program for Specific Plan.
(a) Plan Area Fees. Separate and in addition to the Citywide SDF Fees, the Specific Plan may require a “Plan Area Fee” for the Major Improvements required for development of the Specific Plan, as determined by City. Any Plan Area Fee program applied to the Specific Plan Area shall be subject to City’s approval and supported by a nexus study adopted by the City Council. The Plan Area Fee program shall be updated as necessary based on factors including, but not limited to, land use changes, new or revised infrastructure projects, new cost information or updated engineering estimates, new funding source data, administrative costs, and construction cost inflation adjustments. Preparation and adoption of the Plan Area Fee program and supporting nexus study shall be at Developer’s sole cost and expense. (b) Plan Area Fee Credits / Reimbursement. If Developer constructs any public facility specifically identified in the plan or nexus study forming the basis of the Plan Area Fee, then Developer may receive fee credits or reimbursement pursuant to a written agreement between Developer and City. City will not allow any fee credits or reimbursement without prior written approval from City of the terms of the fee credits or reimbursement. The amount of the credits or reimbursement shall be based on the estimated cost of the public facility in the plan forming the basis of the Plan Area Fee and the percentage of such public facility constructed by Developer.
Section 7.3. Public Benefit Fees. In addition to the fee programs described above, Developer shall pay an additional $1,750.00 per unit to be collected from each residential unit constructed in low-density and medium-density plan areas and $500.00 per unit to collected from residential units constructed in high-density plan areas. This additional fee for City’s discretionary use is to provide public services, public uses, and infrastructure in the promotion of the health, safety, and general welfare of the City. These fees shall be referred to as the “Public Benefit Fees.” The mixeduse and non-residential components of the Project shall not be subject to the Public Benefit Fees.
Developer hereby waives any right to challenge or contest the Public Benefit Fees pursuant to the Mitigation Fee Act (Government Code, § 66000 et seq.) or such other statutory or constitutional limitation pertaining to the Public Benefit Fee. The Public Benefit Fees shall be considered a public benefit in exchange for the vested rights granted to Developer by this Agreement. The Public Benefit Fees are anticipated to generate the following revenues to City:
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Land Use Per Unit Fee Total Projected Units Total Collection Low / Medium Density $1,750 2,252 $3,941,000
High Density $500 180 $90,000
Total $4,031,000
Section 7.4. Application, Processing, and Inspection Fees / Funding Agreement. This Agreement does not limit City’s authority to charge Developer administrative, legal, processing, inspection, and plan check fees (including any post-Effective Date increases in such fees and charges) to process land use approvals, building permits, or other similar permits, where such fees are meant to reimburse City and its consultants for actual time and costs to provide the services contemplated. Developer has maintained an ongoing funding agreement with City for its pro rata share of entitlement costs relating to the Project (“Funding Agreement”). Prior to City’s consent to any assignment of Developer’s interest in any portion of the Project pursuant to this Agreement, the Assignee shall enter into a separate funding agreement for such portion of the Project for purposes of funding City’s ongoing costs associated with implementing development of the Project.
Section 7.5. Fees Charged by Other Public Agencies. This Agreement does not preclude City from collecting fees from Developers that are lawfully imposed on the Project by other public agencies, and which City is required to collect. Developer acknowledges that the Project is subject to impact fees charged by other agencies, including but not limited to, Stanislaus County, the Sylvan Union and Stanislaus Union School Districts, and the Stanislaus Consolidated Fire Protection District. Developer shall pay such fees prior to issuance of building permit, unless the public agency requires otherwise.
Section 7.6. Reimbursement for Oversizing Improvements. (a) Oversized Improvements. As a condition of developing the Property, City may require Developer to install improvements which benefit properties other than Developer’s Property, and that exceed Developer’s fair share toward the improvement or the acquisition of rights-of-way for the improvement (“Oversized Improvements”). Oversized Improvements include, without limitation, streets, sewer, water, storm drainage, community parkland, and neighborhood parkland.
(b) City Approval of Reimbursement Terms. Where Developer constructs oversized facilities, Developer shall obtain City’s approval of the terms of reimbursement prior to installing any Oversized Improvement. Where Developer requests reimbursement for Oversized Improvements and City to administer such reimbursement, Developer shall provide to City written documentation describing the expenses to be reimbursed and the allocation of those expenses to the benefited parcels. Upon City’s collection of fair share fees from benefitted parcels for Oversized Improvements constructed by Developer, City shall reimburse such fees collected to Developer within thirty (30) days.
(c) Area of Benefit. City shall cooperate with Developer in the formation of, consistent
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with all applicable City and state laws, a local benefit district, area of benefit, or other funding mechanism for the purpose of reimbursing Developer those costs exceeding Developer’s fair share for the Oversized Improvements. Developer agrees to reimburse City for any actual costs incurred by City in forming a local benefit district or establishing a reimbursement fee in the area of benefit.
(d) Reimbursement Conditions. City shall impose the reimbursement obligation as a condition on the benefited property at the time such landowner requests its next discretionary entitlement from City, or at such time when City can impose such condition. Developer acknowledges that any reimbursement payments under this Section depend on development of the benefited property, and that if the identified benefited property is not developed, City shall have no obligation to provide or pass through such reimbursement from that property.
ARTICLE 8
ADDITIONAL ACTIONS
Section 8.1. Financing Plan. Upon final approval of the Project, after annexation, and concurrent with the submittal of the first tentative subdivision map, Developer will prepare a Financing Plan (“Financing Plan”) to identify in greater detail the phasing and improvements proposed for construction, and the method of financing said improvements, and which are subject to fee credit or reimbursement. The Financing Plan may be detailed related to the phase of development being considered, and more general as it relates to future phases. The Financing Plan will be reviewed as part of the review process for any Subsequent Approvals.
Section 8.2. Disclosure of Existing Uses. Developer shall disclose to any builder of singlefamily homes (low- and medium-density residential) or the multi-family portion (high density residential) of the Project: (1) the existence and operation of the Modesto Gun Club Range (“Modesto Gun Club”) located adjacent to the Project on the west side and, (2) that the Project is surrounded by existing agricultural uses, as well as vacant properties which are planned or designated for future development. Developer assumes any and all responsibility regarding the failure to disclose such existing uses and record the sample disclosure form included as Exhibit I.
Section 8.3. Disclosure Requirements. Any builder of single-family homes or multi-family units within the Project shall include a disclosure to prospective buyers and tenants of the single-family residential and multi-family residential components of the Project of the Modesto Gun Club which shall include the following:
(a) Identify the presence, location and ongoing operations of the Modesto Gun Club. (b) Describe the typical range of operations conducted at the Modesto Gun Club, including the expected hours of operation.
(c) Disclose the potential for noise, related to the Modesto Gun Club. (d) A sample disclosure is attached hereto as Exhibit I. (e) City will determine the method of disclosure at the time of the first tentative map approval. Disclosure may be by recording the notice against the property, or by requiring
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individual notice at the time of sale. Developer, and not the City, will be responsible for compliance with this requirement, and City has no responsibility for enforcing or monitoring compliance with this disclosure.
Section 8.4. Single-Family Residential Unit Requirements. For the single-family residential units, any homebuilder, PRIOR TO RECORDATION OF THE FINAL MAP, shall prepare and include the above-required disclosures in the Covenant’s, Codes and Restriction (CC&R’s) associated with its portion of the Project. The disclosure language shall be submitted to the City Attorney and Community Development Director for their review and approval. Once approved, the homebuilder shall record the CC&Rs on title of every lot associated with its portion of the Project. For the Term of this Agreement, and any extension thereof, the recorded CC&R’s may not be modified or rescinded without first obtaining approval from the City Attorney and Community Development Director. If CC&R’s are no longer proposed for any portion of singlefamily residential component of the Project, City and Applicant shall discuss and agree upon an equally effective method to provide disclosure to future owners of single-family residential property within the Project.
Section 8.5. Multi-Family Residential Unit Requirements. For the multi-family portion of the Project, PRIOR TO ISSUANCE OF THE FIRST CERTIFICATE OF OCCUPANCY for a multifamily component of the Project, the applicant or the builder shall include the above-required disclosures in its standard lease agreement and submit such language to the City Attorney and Community Development Director for their review and approval. Following such approval all future lease agreements with tenants of the multi-family project shall include the City-approved disclosure language.
Section 8.6. Schools. Prior to approval of any tentative subdivision maps or site plans for any property designated for development as low-, medium-, or high-density residential development, whether age-restricted or not, the tentative maps and/or site plans will be referred to the affected school district(s) for review and comment regarding projected school enrollment impacts, school facilities’ needs, opportunities for school site dedication, and the financing thereof. Where the affected school district identifies the need for a school site reservation, land dedication, or other mitigation measures to address projected school impacts, City shall encourage the applicant and the school district to negotiate in good faith toward a comprehensive agreement addressing school facilities and related mitigation. When authorized by applicable law, City may continue consideration of the application for a reasonable period to allow such discussions to occur and to facilitate coordination between the applicant and the affected school district.
ARTICLE 9
INSURANCE; INDEMNITY
Section 9.1. Insurance. Developer shall require all persons or entities doing work on Project improvements that will be acceptable by the City, including its contractors and subcontractors (collectively, “Developer” for purposes of this Article 9 only), to obtain and maintain insurance of the types and in the amounts described in this Article with carriers reasonably satisfactory to City.
An associated umbrella insurance policy in combination with underlying liability coverage may be used to satisfy the minimum liability coverages specified herein. These insurance requirements will not apply to contractors and subcontractors for work related to the current use of the property for agricultural purposes at the time of annexation.
River Walk Development Agreement
(a) General Liability Insurance. At all times Developer, Developer’s Contractors and Subcontractors are performing work on the Project that is located within public rights-of-way and will be accepted by the City, Developer shall maintain commercial general liability insurance or equivalent form with a limit of not less than Two Million Dollars ($2,000,000) (or as otherwise approved, in writing, by City) per claim and Two Million Dollars ($2,000,000) each occurrence.
Such insurance shall also:
(i) Name City, its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives as “Additional Insureds” by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed additional insured. (ii) Be primary with respect to any insurance or self-insurance programs covering City, its officials, employees, agents, and representatives. (iii) Contain standard separation of insured provisions. (b) Automotive Liability Insurance. At all times Developer, Developer’s Contractors and Subcontractors are performing work on the Project that is located within public rights-of-way and will be accepted by the City, Developer shall maintain business automobile liability insurance or equivalent form with a limit of not less than One Million Dollars ($1,000,000) for each accident.
Such insurance shall include coverage for owned, hired, and non-owned automobiles. Such insurance shall also:
(i) Name City, its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives as Additional Insureds by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed Additional Insureds.
(ii) Be primary with respect to any insurance or self-insurance programs covering City, its officials, employees, agents, and representatives. (iii) Contain standard separation of insured provisions. (c) Workers’ Compensation Insurance. At all times Developer, Developer’s Contractors and Subcontractors are performing work on the Project that is located within public rights-of-way and will be accepted by the City, Developer shall take out and maintain during the Term of this Agreement, workers’ compensation insurance for all of Developer’s employees employed at or on the Project, and in the case any of the work is subcontracted, Developer shall require any general contractor or subcontractor similarly to provide workers’ compensation insurance for such contractor’s or subcontractor’s employees, unless such employees are covered by the protection afforded by Developer. In case any class of employee engaged in work on the Project is not protected under any workers’ compensation law, Developer shall provide and shall cause each contractor and subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Developer hereby indemnifies City for any damage resulting from failure of Developer, its agents, employees, contractors, or subcontractors to take out or maintain such insurance. Workers’ compensation insurance with statutory limits and
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employer’s liability insurance with limits of not less than One Million Dollars ($1,000,000) for each accident shall be maintained.
Section 9.2. Indemnity. To the fullest extent permitted by law, Developer shall defend, indemnify, and hold harmless City and its agents, elected and appointed officials, officers, employees, consultants, and volunteers (collectively, “City’s Agents”) from any and all liability arising out of a claim, action, or proceeding against City, or City’s Agents, to attack, set aside, void, or annul an approval concerning the Project, this Agreement, the Project Approvals, any Subsequent City Approvals.
City shall have no obligation whatsoever to defend, respond to, or expend any resources — including staff time, funds, or legal counsel — in connection with any claim, action, or proceeding challenging the Project. In the event that City, in its sole and absolute discretion, elects to respond to or participate in any action challenging the Project, Developer shall reimburse City for all costs and expenses incurred by City in connection with any such participation, including but not limited to attorneys' fees, staff time, expert witness fees, filing fees, and all other litigation-related expenses, within thirty (30) days after Developer's receipt of written documentation of such costs and expenses.
Upon receiving notice of a claim, action, or proceeding, Developer shall assume the defense of the claim, action, or proceeding through the prompt payment of all reasonable attorneys’ fees and costs, incurred in good faith and in the exercise of reasonable discretion, of City’s counsel in defending such an action. City and Developer shall cooperate in good faith in the control of the litigation and the making of litigation decisions, including, but not limited to, selecting counsel to defend City and settlement or other disposition of the matter.
This Section shall survive beyond the Term of this Agreement and shall expire only upon occurrence of the latter of (a) the challenge period for all Project Approvals, including any appeals has terminated; or (ii) the dismissal or settlement of any challenge to the Project.
Section 9.3. Prevailing Wages. Developer acknowledges the requirements of California Labor Code section 1720 et. seq (“Prevailing Wage Law”), and that it is Developer’s obligation to determine if the Prevailing Wage Law applies to any work done by Developer on the Project or any portion of the Project. Developer shall defend, indemnify, and hold harmless City and City’s Agent’s from any claim or liability arising out of any alleged failure of Developer to comply with the Prevailing Wage Law.
Section 9.4. Failure to Indemnify; Waiver. Failure to indemnify City, when required by this Agreement, shall constitute a material breach of this Agreement and of any applicable Project Approvals and Subsequent City Approvals, which shall entitle City to all remedies available under law, including, but not limited to, specific performance and damages. Failure to indemnify City shall constitute grounds upon which City may rescind or withhold its approval of this Agreement, the Project Approvals, or any Subsequent City Approvals. Developer’s failure to indemnify City shall be a waiver by Developer of (i) any right to proceed with the Project, and (ii) Developer’s right to file a claim, action, or proceeding against City or City’s Agents based on City’s rescission or withholding of any Project Approvals or Subsequent City Approvals, or based on City’s failure to defend any claim, action, or proceeding based on Developer’s failure to indemnify City.
Section 9.5. Waiver of Damages Against City. Notwithstanding anything in this Agreement to
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the contrary, the Parties acknowledge that City would not have entered into this Agreement had it been exposed to liability for damages from Developer and, therefore, Developer hereby waives all claims for damages against City for breach of this Agreement. Developer’s remedies under this Agreement shall be limited to specific performance.
ARTICLE 10
MORTGAGEE PROTECTION
Section 10.1. Mortgagee Protection. This Agreement shall be superior and senior to any lien placed upon the Property, or any portion thereof after the date of recording this Agreement, including the lien for any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all the terms and conditions contained in this Agreement shall be binding upon and effective against any person or entity, including any deed of trust beneficiary or mortgagee ("Mortgagee") who acquires title to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.
Section 10.2. Mortgagee Not Obligated. No Mortgagee shall have any obligation or duty under this Agreement to construct or complete the Improvements for the Project, or to guarantee such construction or completion. A Mortgagee who takes lawful possession of the Property shall, however, assume all development rights associated with this Agreement.
Section 10.3. Notice of Default to Mortgagee and Right to Cure. If City receives notice from a Mortgagee requesting a copy of any notice of default given to Developer, then City shall deliver to such Mortgagee, concurrently with service thereon to Developer, any notice given to Developer with respect to any claim by City that Developer has committed an event of default. Each Mortgagee shall have the right during the same period available to Developer to cure, or to commence to cure, the event of default set forth in City's notice.
ARTICLE 11
DEFAULT
Section 11.1. Annual Review. The City Manager or his or her appointee shall, at least every twelve (12) months during the Term of this Agreement, review the extent of substantial, good faith compliance of Developer and City with the terms of this Agreement, pursuant to Government Code section 65865.1. At the time of such annual review, Developers shall provide such information as may be reasonably requested by the City Manager to ascertain compliance with this Agreement. Developers shall provide such information within thirty (30) days of receiving City Manager’s request for information. A finding by the City Manager of good faith compliance with this Agreement shall conclusively determine such good faith compliance only up to the date of such review. Where the City Manager, on the basis of substantial evidence, finds that Developer has not complied with the terms of this Agreement, Developer may appeal such determination to the City Council within ten (10) days of receiving the City Manager’s determination. The failure of City to conduct the annual review shall not affect the validity of this Agreement.
Section 11.2. Estoppel Certificates. Upon Developer’s request, City shall, with at least thirty (30) days’ advance written notice, execute, acknowledge and deliver to Developer, Developer’s lender, potential investors or assignees, an “Estoppel Certificate” in writing which certifies that this
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Agreement is in full force and effect and that there are no breaches or defaults under the Agreement. The City Manager shall be authorized to execute such Estoppel Certificate. At Developer’s option, the City Manager’s failure to deliver such Estoppel Certificate within the stated time period shall be conclusive evidence that the Agreement is in full force and effect and that there are no uncured breaches or defaults in Developer’s performance of the Agreement.
Section 11.3. Default. Failure or unreasonable delay by either Party to perform any term or condition of this Agreement shall constitute a default. In the event of default, 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. During any such 30-day period, the Party charged shall not be considered in default for purposes of termination of this Agreement or institution of legal proceedings. After notice and expiration of the 30-day period, if such default has not been cured or cure is not being diligently pursued in the manner set forth in the notice, the charging Party may at its option: (i) terminate this Agreement, in which event neither Party shall have any further rights against or liability to the other with respect to this Agreement, or (ii) institute legal or equitable action to cure or remedy any default, including but not limited to, an action for specific performance of the terms of this Agreement.
Section 11.4. Withholding of Permits. If any Party has defaulted or has been provided with a default notice pursuant to this Article, City may, in its sole discretion, refuse to issue or withhold any permit or entitlement for any structure or improvement relating to the portion of the Project owned or controlled by such Party, including without limitation, a notice of completion, building permit, sign permit, grading permit, or occupancy certificate.
Section 11.5. Default by City. In the event City does not accept, review, approve, or issue development applications, permits, or entitlements in good faith or in a timely fashion, or if City otherwise defaults under the terms of this Agreement, City agrees that Developer shall not be obligated to proceed with or complete the Project or any phase thereof, nor shall resulting failures or delays in Developer’s performance constitute grounds for termination of this Agreement.
Section 11.6. Enforced Delay, Extension of Times of Performance. Delays in performance, by either Party, shall not be deemed a default if such delays or defaults are due to war, insurrection, terrorism, strikes, walkouts, riots, floods, earthquakes, fires, casualties, pandemics, epidemics, acts of God, governmental restrictions imposed where mandated by governmental entities other than City, enactment of conflicting state or federal laws or regulations, new or supplementary environmental regulations enacted by the state or federal government, litigation, economic collapse, or other force majeure events. An extension of time for such cause shall be in effect for the period of forced delay or longer, as may be mutually agreed upon by the Parties.
ARTICLE 12
ADMINISTRATION OF AGREEMENT
Section 12.1. Administration of Agreement. The City Manager or his or her designee is responsible for the interpretation and administration of the provisions of this Agreement. In the event of any disagreement between City and Developer regarding any other provision of this Agreement, before either Party pursues available remedies in a court of law and within thirty (30) days’ advance written notice by either Party, the Parties shall meet and confer in good faith to try and resolve the disagreement.
River Walk Development Agreement
Section 12.2. Amendment of Agreement. This Agreement shall be amended only by mutual consent of the Parties affected by such amendment and any amendment must be in writing, as provided below:
(a) Major Amendment. The City Council shall approve any major amendment to the Agreement. An amendment shall be deemed a “major amendment” if it constitutes a material change to City’s financial or infrastructure obligations (with City Manager having the sole discretion to determine what constitutes a “material change”). Any major amendment shall comply with the procedures of the Development Agreement Statute. (b) Minor Amendment. The Parties acknowledge that development of the Project and the details of performance by the Parties require administrative flexibility. The City Manager shall have the authority to approve minor amendments to this Agreement. An amendment shall be deemed a “minor amendment” if it is not a major amendment and does not incur any financial obligation that exceeds the City Manager’s authority. If City and Developer mutually agree that a minor amendment is appropriate, they shall effectuate the minor amendment through an operating memorandum approved by the Parties with the City Manager acting on behalf of City. An executed operating memorandum shall become effective immediately. Each operating memorandum shall be attached to this Agreement as an addendum and become a part of this Agreement. Unless otherwise required by law, a minor amendment shall not require any notice or hearing.
Section 12.3. Streamlined Implementation. The Parties desire to simplify and streamline the process for implementing the Project. Accordingly, the following modifications may be considered non-substantial and approved without the need for any amendment to this Agreement, as provided below:
(a) Conditions of Approval. Any modification to the Conditions of Approval attached to this Agreement or conditions of approval associated with any Subsequent City Approvals, which are determined to be non-substantial in the sole discretion of the Planning Director. (b) Streets and Rights-of-Way. Any modification of the alignment, location, naming, width, length, or specification of streets, utility rights-of-way, or other public rights-of-way or facilities that is determined to be non-substantial in the sole discretion of the City Engineer. (c) Appeals of Non-Substantial Modifications. Developers may appeal any decision made by the Community Development Director or City Engineer pursuant to this Section to the Planning Commission by filing a written appeal with the City Clerk within ten (10) days’ receipt of the Planning Director’s or City Engineer’s decision.
Section 12.4. Assignment and Assumption. Subject to City’s consent (which shall not be unreasonably withheld), Developer shall have the right to sell, assign, or transfer all or any part of its rights, title, and interests together with its obligations in all or a portion of the Property, or Project, subject to or a part of this Agreement, to any person, firm, corporation, or entity during the Term of this Agreement, provided however that Developer shall provide advance notice to the City Manager. This assignment provision includes third parties as well as corporate and business entities of Developer. Developer shall prepare an Assignment and Assumption Agreement for City’s approval, in the form attached hereto as Exhibit J.
River Walk Development Agreement
Section 12.5. Notices. Any notice or communication required hereunder between City and Developer must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by Federal Express, UPS, or other similar couriers providing overnight delivery. All notices and communications shall be accompanied by a copy sent by email.
If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered, as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days’ written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given.
Such notices or communications shall be given to the Parties at their addresses set forth below:
If to City: City of Riverbank
6707 Third Street
Riverbank, CA 95367
Attention: City Manager
Email: [email protected]
and City of Riverbank
6707 Third Street
Riverbank, CA 95367
Attention: Community Development Director
Email: [email protected]
and White Brenner LLP
1608 T Street
Sacramento, California 95811
Attention: Douglas L. White, Esq.
Email: [email protected]
If to Developer: River Walk, LLC
3400 E. Eight Mile Road, Suite A
Stockton, CA 95212
Attention: Matthew Arnaiz
Email: ______________________
and Remy Moose Manley LLP
Attorneys at Law
555 Capitol Mall, Suite 800
Sacramento, CA 95814
Attention: Jim Moose
Email: ______________________
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ARTICLE 13
GENERAL TERMS AND CONDITIONS
Section 13. General Terms and Conditions.
(a) Venue; Governing Law. Venue for all legal proceedings shall be in the Superior Court for the County of Stanislaus. The validity, interpretation, and performance of this Agreement shall be controlled by and construed pursuant to the laws of the State of California. (b) Waiver. No Party shall be deemed to have made any waiver of any breach of any term, condition, or covenant unless said waiver is in writing and signed by the Party so waiving.
Such waiver by any Party shall not be deemed to be a waiver of any subsequent breach of the same term, covenant, or condition.
(c) Integration. This Agreement, together with its specific references, attachments, and Exhibits, constitutes all of the agreements, understandings, representations, conditions, warranties, and covenants made by and between the Parties hereto. Unless set forth herein, neither Party shall be liable for any representations made, express or implied, which are not specifically set forth herein.
(d) Supersedes Prior Agreement. It is the intention of the Parties hereto that this Agreement shall supersede any prior agreements, discussions, commitments, representations or agreements, written, electronic or oral, between the Parties hereto with respect to the Project. (e) Captions. The captions of this Agreement are for convenience and reference only and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement. (f) Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such portion shall be deemed severed from this Agreement and the remaining parts shall remain in full effect as though such invalid or unenforceable provision had not been a part of this Agreement. (g) Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory. “May” or “can” are permissive.
(h) Constructive Notice and Acceptance. Every person who after the Effective Date and recording of this Agreement owns or acquires any right, title, or interest to any portion of the Property shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Property, and all rights and interests of such person in the Property shall be subject to the terms, requirements, and provisions of this Agreement.
(i) Counterparts. This Agreement may be executed simultaneously or in two (2) or more counterparts, each of which shall be deemed an original, but which together shall constitute one (1) and the same instrument.
(j) Further Acts; Other Documents. The Parties agree that they shall cooperate in
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good faith to accomplish the objectives of this Agreement and to that end, agree to execute and deliver such other instruments or documents and to perform any further acts, as may be necessary and convenient to fulfill the purposes and objectives of this Agreement. (k) Time is of the Essence. Time is of the essence in this Agreement in each covenant and term and condition herein.
(l) Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or firms and that all former requirements necessary or required by state or federal law in order to enter into this Agreement had been fully complied with. Further, by entering into this Agreement, no Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.
(m) Joint Preparation. All Parties to this Agreement have negotiated it at length and have had the opportunity to consult with and be represented by their own competent counsel.
Each provision of this Agreement shall be construed as though all Parties participated equally in the drafting of the same. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.
(n) Attorney’s Fees and Costs. If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.
(o) Calculation of Time Periods. All time referenced in this Agreement shall be calendar days, unless the last day falls on a legal holiday, Saturday, or Sunday, in which case the last day shall be the next business day.
[ Signatures on Following Pages ]
River Walk Development Agreement
IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and City as of the Effective Date of the Agreement, as defined above.
CITY
CITY OF RIVERBANK, CA
a California Municipal Corporation
By:
Marisela H. Garcia
City Manager
Attest:
By:
Gaby Hernandez, City Clerk
Approved to as Form:
By:
Tom Hallinan
City Attorney
DEVELOPER
River Walk LLC, a California limited
liability company
By:
Name:
Its:
By: AFP, L.P., a California limited
partnership, Manager
By:
_______________________________
By: Matthew Arnaiz, co-Trustee of the
Matthew and Kelly Arnaiz Family Trust,
under trust agreement, dated April 11,
2002, General Partner
EXHIBIT A
LEGAL DESCRIPTION OF RIVER WALK PROPERTY
EXHIBIT B
PROPOSED SPECIFIC PLAN CONCEPTUAL LAND USE DIAGRAM
EXHIBIT C
DEVELOPMENT PHASING PLAN
STANISLAUS RIVER
SAN JOAQUIN COUNTY
STANISLAUS COUNTY PATTERSON ROAD
MCHENRY AVENUE
CITY OF RIVERBANK
MID MAIN CANAL VILLAGE A VILLAGE B VILLAGE C VILLAGE D VILLAGE E VILLAGE F VILLAGE G VILLAGE H VILLAGE I VILLAGE J VILLAGE K VILLAGE L VILLAGE NVILLAGE M VILLAGE O
SPENKER SPILL
CLUBHOUSE/ MIXED USE
MIXED USE COMMUNITY PARK RESERVE WEST BASIN OPEN SPACE SOUTH BASIN EAST BASIN VILLAGE P VILLAGE Q
COFFEE ROAD
COFFEE ROAD
COFFEE ROAD MIXED USE MIXED USE VILLAGE R MIXED USE MIXED USE PHASE 1 PHASE 2 PHASE 4 PHASE 3 N
EXHIBIT D
WATER SUPPLY PLAN
EXHIBIT E
WASTEWATER COLLECTION PLAN
LEGEND
MCHENRY AVE PATTERSON RD. LADD RD. STANISLAUS RIVER
CITY OF RIVERBANK DRAINAGE CANAL
MIDMAINCANAL
HOGUE ROAD SAN JOAQUIN COUNTY STANISLAUS COUNTY
SKITTONE RD.
COFFEE RD. N MID WEST PUMP STATION NORTH EAST PUMP STATION ALTERNATIVE LOCATION. SOUTH PUMP STATION SOUTH PUMP STATION INTERIM SSFM*INTERIM SSFM*
EXHIBIT F
WASTEWATER RIVER CROSSING
EXHIBIT G
STORM DRAINAGE PLAN
EXHIBIT H
PARK PLAN
EXHIBIT I
SAMPLE DISCLOSURE FORM
EXHIBIT J
ASSIGNMENT & ASSUMPTION FORM
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Riverbank
6707 Third Street
Riverbank, CA 95367
Attn: City Clerk
Ph: (209) 863-7122
Exempt from Recording Fees (Space above this line reserved for recorder’s use) (Gov. Code § 6103)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into as of ______________, 20__ (“Effective Date”), by and between ____________, a ______ (“Assignor”) and ______________ (“Subsequent Landowner”).
RECITALS
A. Assignor has entered into a Development Agreement (the “Development Agreement”) with the City of Riverbank, dated _____________, 20__, which was recorded on ______________, 20__ as Document No. _______________ in Book ____, Page ____ of the Official Records of Stanislaus County, California, pursuant to which Assignor agreed to develop certain property more particularly described in the Development Agreement as the portion of the “Subject Property” identified as _________________ and subject to certain terms and conditions set forth in the Development Agreement.
B. Assignor and Subsequent Landowner have agreed to assign Assignor’s interests in [all or a portion of] _______________ by a deed or other written instrument, which [was or will be] recorded in the Official Records of Stanislaus County, California, on _____________, 20__, as Document No. _______________ in Book ____, Page ____ of the Official Records of Stanislaus County (herein the “Assigned Property”).
C. Subsequent Landowner desires to assume all of Assignor’s rights, duties and obligations under the Development Agreement with respect to the Assigned Property and to relieve Assignor of all of said assigned rights, duties and obligations in reference to the Assigned Property, to the extent permitted by the Development Agreement.
2 NOW, THEREFORE, Assignor and Subsequent Landowner hereby agree as follows:
AGREEMENT
1. Assignor hereby assigns, effective as of [the Effective Date or Assignor's conveyance of the Assigned Property to Subsequent Landowner], all of the rights, title and interest of Applicant under the Development Agreement with respect to the Assigned Property. Assignor retains all the rights, interest, and interests under the Development Agreement with respect to all other property within the Subject Property owned by Assignor.
2. Subsequent Landowner hereby assumes all of the burdens and obligations of Assignor under the Development Agreement, and agrees to observe and fully perform all of the duties and obligations of Assignor under the Development Agreement, and to be subject to all the terms and conditions thereof, with respect to the Assigned Property, it being the express intention of both Assignor and Subsequent Landowner that, upon the Effective Date, Subsequent Landowner shall become substituted for Assignor as a “Developer” under the Development Agreement with respect to the Assigned Property.
Assignor acknowledges that Assignor shall remain subject to the obligations of the Development Agreement if Assignor retains any portion of the Subject Property subject to the Development Agreement.
3. All of the covenants, terms, and conditions of the Development Agreement and set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
4. Subsequent Landowner’s address for all notices shall be as follows:
[SIGNATURES FOLLOW ON THE NEXT PAGE]
3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the above-referenced Effective Date.
ASSIGNOR:
________________, a
_______________
By:
Name:
Title:
SUBSEQUENT LANDOWNER:
________________, a
_______________
By:
Name:
Title:
APPROVED:
City Manager
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
CITY OF RIVERBANK
RESOLUTION NO. 2026- __
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RIVERBANK, CALIFORNIA
DENYING THE RIVER WALK PROJECT, INCLUDING THE GENERAL PLAN
AMENDMENT, RIVER WALK SPECIFIC PLAN, PREZONING, DEVELOPMENT
AGREEMENT AND AUTHORIZATION TO PURSUE A SPHERE OF INFLUENCE
AMENDMENT, MUNICIPAL SERVICES REVIEW UPDATE AND ANNEXATION (DEPARTMENT FILE NO. 20-0026)
WHEREAS, River Walk, LLC has submitted applications for the River Walk Project (Department File No. 20-0026), consisting of an approximately 1,522-acre proposed Sphere of Influence expansion and an approximately 997.18-acre Specific Plan Area proposed for annexation, prezoning and phased development; and WHEREAS, the Project Area is located in unincorporated Stanislaus County adjacent to the City of Riverbank and is generally located north of Patterson Road/State Route 108, east of McHenry Avenue and south of the Stanislaus River; and WHEREAS, the River Walk Specific Plan would allow no more than 2,682 dwelling units and approximately 341,000 to 836,000 square feet of nonresidential development, together with parks, trails, open space, drainage facilities, roadways, public utilities and other supporting improvements over an anticipated 15- to 20-year buildout period; and
WHEREAS, the requested City actions include a General Plan Amendment, adoption of the River Walk Specific Plan, prezoning of the Specific Plan Area to Specific Plan No. 5, approval of a Development Agreement and authorization to pursue a Sphere of Influence amendment, Municipal Services Review update and annexation through the Stanislaus Local Agency Formation Commission; and WHEREAS, the City prepared a Final Environmental Impact Report for the Project, State Clearinghouse No. 2021060098, that evaluates the Project's potential environmental effects, mitigation measures and alternatives; and WHEREAS, on August 4, 2026, the Planning Commission held a duly noticed special public hearing and received and considered the staff report, the Project applications, the Final Environmental Impact Report, staff and applicant presentations, public testimony and all other evidence submitted into the record. Following the hearing, the Planning Commission voted 4-1 to recommend denial of the River Walk Project; and WHEREAS, notice of the September 22, 2026 City Council public hearing was published in the Riverbank News, posted at City Hall and mailed on August 19, 2026 to property owners within 500 feet of the Project Area and interested parties in accordance with applicable law; and
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
WHEREAS, on September 22, 2026, the City Council held a duly noticed public hearing at which it received and considered the staff report, the Project applications, the Final Environmental Impact Report, the Planning Commission's recommendation, staff and applicant presentations, public and agency testimony and all other evidence in the administrative record; and
WHEREAS, the City Council has independently reviewed the Project applications and the entire administrative record and has determined that the requested actions should be denied based on the findings contained in this Resolution.
NOW, THEREFORE, BE IT RESOLVED BY The City Council of the City of Riverbank, California, as follows:
SECTION 1. RECITALS
The City Council finds that the foregoing recitals are true and correct and incorporates them into this Resolution by reference.
SECTION 2. FINDINGS SUPPORTING DENIAL
Based on the entire administrative record, the City Council finds as follows:
a. The proposed approximately 1,522-acre Sphere of Influence expansion and approximately 997.18-acre annexation would establish a substantial new longterm growth area. The Council is not persuaded that the scale and timing of the requested boundary expansion represent the most orderly, efficient and prudent course for City growth at this time.
b. City Council Resolution No. 2014-011 identifies substantial progress in a prior annexation or plan area as a consideration before the City takes on new territory. Crossroads West is actively developing, its commercial and mixed-use area is substantially built or approved and additional residential construction can proceed as backbone improvements are completed. Even if this progress reasonably satisfies the policy's approximately 50 percent benchmark, that benchmark does not require approval of a new annexation. The Council retains discretion to consider the scale, timing, service demands and overall merits of the proposed River Walk expansion.
c. Although the River Walk area and related Sphere of Influence expansion are identified in the City’s General Plan as part of a future planning area, that longrange planning designation does not require the City to approve or authorize development of the area at this time. For the reasons set forth in this Resolution, including the scale and timing of the proposed expansion, existing development activity elsewhere in the City, infrastructure and service considerations, and the Project’s identified environmental effects, the Council finds that proceeding with the requested land use and boundary approvals would not constitute the most prudent course for City growth at this time.
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
d. The Project would permanently convert approximately 854.29 acres of Important Farmland. The proposed agricultural mitigation would reduce the impact but would not avoid the physical loss of farmland. The Council finds that the Project's potential benefits do not justify that conversion or the requested legislative and boundary changes at this time.
e. Full development would depend on substantial new water, wastewater, transportation, drainage and public-service infrastructure. Although the Specific Plan and Development Agreement include phasing and financing requirements, the Council is not satisfied that the proposed framework provides sufficient certainty regarding the timing, funding and delivery of infrastructure and services throughout the anticipated buildout.
f. The Development Agreement provides that the City is not required to use its General Fund or bonding capacity for Project infrastructure and requires Project-funded processing and service financing mechanisms. The Project's fiscal analysis nevertheless identifies potential interim City General Fund and Fire District deficits depending on the timing and mix of residential and nonresidential development. The Council finds that this uncertainty adds to its concerns regarding long-term phasing and service delivery but is not the sole or primary basis for denial.
g. The Final Environmental Impact Report identifies significant and unavoidable effects involving aesthetics, agricultural resources, greenhouse gas emissions, noise, recreation, transportation and utilities. The Council has considered the identified environmental effects together with the proposed housing, economic, infrastructure, and community benefits of the Project and finds that those benefits do not outweigh or override the Project’s significant and unavoidable adverse environmental effects. Accordingly, in the exercise of its discretion under CEQA, the Council declines to adopt a statement of overriding considerations and is not persuaded that the proposed benefits warrant approval of the requested land-use and boundary framework. h. The Council recognizes that the Project would provide additional housing, including an active-adult component, mixed-use development, parks, trails, open space and other community amenities. After considering these potential benefits and the statewide importance of housing production, the Council finds that they do not outweigh the land-use, agricultural, infrastructure, environmental and growth-management concerns identified in the administrative record.
i. The General Plan Amendment, River Walk Specific Plan, prezoning, Development Agreement and proposed boundary applications are interdependent components of a single development framework. Because the Council does not approve the General Plan Amendment or River Walk Specific Plan, it also declines the related implementing and boundary actions.
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
j. The Council has considered Government Code section 65589.5. The Project does not include a commitment to provide housing restricted to extremely low, very low, low or moderate-income households within the meaning of Government Code section 65589.5(h)(3). In addition, the Project as submitted requires a General Plan Amendment, adoption of a new specific plan, prezoning and annexation to establish the land-use and zoning framework necessary for the proposed development. It therefore does not comply with all applicable objective general plan, zoning and subdivision standards and criteria in effect when the application was deemed complete. Accordingly, the findings required by Government Code section 65589.5(d) for specified affordable housing projects and section 65589.5(j)(1) for projects that comply with applicable objective standards do not apply to this denial. The Council is further exercising its legislative discretion with respect to the requested General Plan Amendment, Specific Plan adoption, prezoning, and related legislative land-use and boundary actions included in the application.
SECTION 3. CEQA
The City Council rejects and disapproves the River Walk Project. The California Environmental Quality Act does not apply to a project that a public agency rejects or disapproves pursuant to Public Resources Code section 21080(b)(5) and CEQA Guidelines section 15270. Accordingly, the City Council declines to certify the Final Environmental Impact Report and does not adopt CEQA Findings of Fact, a Statement of Overriding Considerations or the Mitigation Monitoring and Reporting Program. The Council's consideration of environmental information in the administrative record does not constitute certification of the Final Environmental Impact Report or approval of the Project.
SECTION 4. DENIAL OF REQUESTED ACTIONS
Based on the findings in this Resolution, the City Council takes the following actions:
a. Denies the requested General Plan Amendment.
b. Denies adoption of the River Walk Specific Plan.
c. Denies the application to prezone the approximately 997.18-acre Specific Plan Area to Specific Plan No. 5 and declines to introduce or adopt the related prezoning ordinance.
d. Denies the application for the River Walk Development Agreement and declines to introduce or adopt the related Development Agreement ordinance. e. Declines to authorize or direct City staff to file or pursue applications with the Stanislaus Local Agency Formation Commission for the proposed Sphere of Influence amendment, Municipal Services Review update or annexation. f. Denies the River Walk Project and all related City applications.
SECTION 5. FINAL CITY ACTION
This Resolution constitutes the City's final action denying the River Walk Project applications. The City Clerk shall provide a copy of this Resolution to the applicant and maintain it as part of the administrative record.
CC/LRA – 09/22/2026
CC Resolution No. 2026-___
SECTION 6. SEVERABILITY
If any section, subsection, sentence, clause, phrase or portion of this Resolution is held invalid or unconstitutional by a court of competent jurisdiction, that decision shall not affect the validity of the remaining portions of this Resolution. The City Council declares that it would have adopted this Resolution and each section, subsection, sentence, clause, phrase and portion thereof regardless of the fact that any one or more portions are declared invalid.
PASSED AND ADOPTED by the City Council of the City of Riverbank at a regular meeting held on the 22nd day of September, 2026; motioned by Councilmember ______, seconded by Councilmember ______, and upon roll call was carried by the following vote of ___:
AYES:
NAYS:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
________________________ ________________________
Gabriela Hernandez, CMC Rachel Hernandez
City Clerk Mayor
RIVER WALK SPECIFIC PLAN
FISCAL IMPACT ANALYSIS
FINAL REPORT
Prepared for: Prepared by:
River Walk, LLC Economic & Planning Systems, Inc.
November 18, 2025
EPS #252024
Table of Contents
Table 1. Estimated RWSP Annual Net Fiscal Impact Summary (2025$)........................................ 1 Table 2. Estimated RWSP Annual Net Fiscal Impact Detail (2025$).............................................. 2 Appendices
Appendix A: General Assumptions
Appendix B: Revenue-Estimating Tables
Appendix C: Expenditure-Estimating Tables
Appendix D: Supporting Tables for Revenue and Expenditure Estimates
Table 1
River Walk Specific Plan
Fiscal Impact Analysis
Estimated RWSP Annual Net Fiscal Impact Summary (2025$) Buildout
Phase 1 Phase 2 100% Res.
Item 50% Res. 100% Res. & Nonres.
City of Riverbank General Fund
Annual Revenues $937,000 $2,790,000 $4,010,000
Annual Expenditures $1,037,000 $2,073,000 $2,229,000
Annual General Fund Surplus/(Deficit) ($100,000) $717,000 $1,781,000 Annual General Fund Surplus/(Deficit) per Unit ($37) $265 $658 City of Riverbank CFD 2016-1 [2]
Annual Estimated Revenues $956,000 $1,913,000 $2,090,000 Total General Fund and CFD 2016-1 Revenues $856,000 $2,630,000 $3,871,000 Annual General and CFD Fund Surplus/(Deficit) per Unit $316 $972 $1,430 Stanislaus Consolidated Fire Protection District
Annual Revenues $764,000 $1,527,000 $1,673,000
Annual Expenditures $662,000 $1,324,000 $1,463,000
Annual Surplus/(Deficit) $102,000 $203,000 $210,000
Annual Surplus/(Deficit) per Unit $38 $75 $78
Source: City of Riverbank FY 2024-25 Adopted Budget; Stanislaus Consolidated Fire Protection District FY 2024-25 Adopted Budget; EPS.
[2] Community Facilities District (CFD) 2016-1 funds ongoing services and maintenance costs in the City of Riverbank, including police services, and street, parks, storm drainage, and landscaping maintenance. This analysis estimates annual CFD 2016-1 special tax revenue generated by Project development based on FY 2024-25 maximum special tax rates, a portion of which will be used to fund General Fund-funded services.
Estimated Annual Revenues/
Expenditures (Rounded) by Phase [1]
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
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Table 2
River Walk Specific Plan
Fiscal Impact Analysis
Estimated RWSP Annual Net Fiscal Impact Detail (2025$)
Item Total % of Total Total % of Total Total % of Total Riverbank General Fund
Annual Revenues [2]
Property Taxes $564,000 60% $1,129,000 40% $1,234,000 31% Property Tax In-Lieu of VLF $0 0% $912,000 33% $997,000 25% Sales Taxes (Bradley Burns) $252,000 27% $505,000 18% $1,477,000 37% Sales Tax (Public Safety) $8,000 1% $16,000 1% $45,000 1% Real Property Transfer Tax $42,000 4% $85,000 3% $93,000 2% Franchise Fees $71,000 8% $143,000 5% $158,000 4%
Business License Tax $0 0% $0 0% $6,000 0%
Subtotal $937,000 100% $2,790,000 100% $4,010,000 100%
Annual Expenditures [3]
Council/General $11,000 1% $23,000 1% $25,000 1%
City Clerk $24,000 2% $48,000 2% $53,000 2%
City Manager $9,000 1% $18,000 1% $20,000 1%
Administrative Services $53,000 5% $106,000 5% $117,000 5% Police $482,000 46% $963,000 46% $1,064,000 48%
Animal Control $37,000 4% $73,000 4% $81,000 4%
Planning & Building Division $49,000 5% $98,000 5% $108,000 5% Development Services Administration [4] $81,000 8% $162,000 8% $179,000 8% Parks & Recreation $291,000 28% $582,000 28% $582,000 26% Subtotal $1,037,000 100% $2,073,000 100% $2,229,000 100% Annual General Fund Surplus/(Deficit) ($100,000) $717,000 $1,781,000 Surplus/(Deficit) per Residential Unit ($37) $265 $658
City of Riverbank CFD 2016-1
Annual Estimated Revenues [5] $956,000 $1,913,000 $2,090,000 Total General Fund and CFD 2016-1 Revenues $856,000 $2,630,000 $3,871,000 Annual General and CFD Fund Surplus/(Deficit) per Unit $316 $972 $1,430 Stanislaus Consolidated Fire Protection District
Annual Revenues [2]
Property Taxes $314,000 41% $627,000 41% $686,000 41%
Sales Tax (Public Safety) $2,000 0% $4,000 0% $10,000 1% Special Assessments $448,000 59% $896,000 59% $977,000 58% Subtotal $764,000 100% $1,527,000 100% $1,673,000 100%
Annual Expenditures [3]
Salaries & Benefits $515,000 78% $1,029,000 78% $1,137,000 78% Services & Supplies $147,000 22% $295,000 22% $326,000 22% Capital Facilities $0 0% $0 0% $0 0%
Capital Equipment $0 0% $0 0% $0 0%
Total FPD Expenditures $662,000 100% $1,324,000 100% $1,463,000 100% Annual Surplus/(Deficit) $102,000 $203,000 $210,000
Surplus/(Deficit) per Residential Unit $75 $75 $78
Note: Values are rounded to the nearest $1,000.
[2] See Table B-2 for more details.
[3] See Table C-2 for more details.
[5] Community Facilities District (CFD) 2016-1 funds ongoing services and maintenance costs in the City of Riverbank, including police services, and street, parks, storm drainage, and landscaping maintenance. This analysis estimates annual CFD 2016-1 special tax revenue generated by Project development based on FY 2024-25 maximum special tax rates, a portion of which will be used to fund General Fund-funded services.
Phase One Phase Two
50% Res. 100% Res. 100% Res. & Nonres.
Estimated Annual Revenues/Expenditures (Rounded) by Phase [1] [1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
Project Buildout
Source: City of Riverbank FY 2024-25 Adopted Budget; Stanislaus Consolidated Fire Protection District FY 2024-25 Adopted Budget; EPS. [4] The Development Services Administration includes public works, managing capital projects and storm water administration for the City.
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Appendices
Appendix A
General Assumptions
Appendix B
Revenue-Estimating Tables
Appendix C
Expenditure-Estimating Tables
Appendix D
Supporting Tables for Revenue and Expenditure Estimates
Appendix A
General Assumptions
Table A-1. General Assumptions............................................................................................................................ A-1 Table A-2. Project Land Uses .................................................................................................................................. A-2 Table A-3. Occupied Dwelling Units and Commercial Building Square Feet ....................................... A-3 Table A-4. Estimated Population, Employees, and Persons Served ......................................................... A-4 Table A-5. Project Analytical Assumptions........................................................................................................ A-5
Table A-1
River Walk Specific Plan
Fiscal Impact Analysis
General Assumptions
Item Assumption
General Assumptions
Base Fiscal Year [1] FY 2024-25
General Demographic Characteristics [2]
City of Riverbank Population [3] 24,881
City of Riverbank Employee Population [4] 19,438
City of Riverbank Persons Served [5] 34,600
Stanislaus Consolidated Fire Protection District [6] 46,229 expenditures are in 2025 dollars. This analysis does not reflect changes in values resulting from inflation or appreciation.
[2] Used to estimate average citywide revenues and expenditures per population multipliers in Table B-1 and Table C-1, respectively.
Community Survey 5-year Data.
[4] Employee population represents the estimated persons coming into and leaving the community during a typical workday. Data source is from American Community Survey 5-year estimates.
[5] Defined as total City population plus half of total employees in the City. [3] Based on household population estimates from the U.S. Census Bureau American Source: City of Riverbank; American Community Survey (5-year); Stanislaus County Local Agency Formation Commission, Municipal Service Review and Sphere of Influence Update, Adopted March, 2024; EPS.
[1] Reflects the City of Riverbank Fiscal Year 2024-25 adopted budget. Revenues and [6] Population of the Stanislaus Consolidated Fire Protection District is sourced from the 2024 MSR and SOI Update by Stanislaus County LAFCO.
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Table A-2
River Walk Specific Plan
Fiscal Impact Analysis
Project Land Uses
Item Density [2] Acres
Dwelling
Units
Nonresidential
Bldg. Sq. Ft.
Dwelling
Units
Nonresidential
Bldg. Sq. Ft.
Dwelling
Units
Nonresidential
Bldg. Sq. Ft.
Residential
Single-Family DU/Acre
LDR - Low Density Residential 3.3 104.9 174 - 348 - 348 - LDR - Low Density Residential Age-Restricted 3.3 362.3 601 - 1,202 - 1,202 - MDR - Medium Density Residential Age-Restricted 8.9 78.7 351 - 702 - 702 - Total Single Family 545.9 1,126 - 2,252 - 2,252 -
Multifamily
HDR - High Density Residential Age-Restricted 18.0 10.0 90 - 180 - 180 - MU - Mixed Use (Outside of Community Core) 17.9 9.8 88 - 175 - 175 - MU - Mixed Use (Inside Community Core) Age-Restricted 18.7 5.4 50 - 100 - 100 - Total Multifamily 25.1 228 - 455 - 455 -
Total Residential 571.0 1,354 - 2,707 - 2,707 -
Nonresidential FAR
MU - Commercial Mixed Use (Outside of Community Core) 0.25 48.6 - - - - - 534,000 MU - Commercial Mixed Use (Inside Community Core) [3] 0.50 - - - - - - 110,000 Total Nonresidential 48.6 - - - - - 644,000
Other Uses [4]
Mixed Use - Clubhouse 0.50 8.0 - - - - - 20,000
Parks and Open Space - 246.0 - - - - - -
Reserve - 60.2 - - - - - -
ROW - 63.4 - - - - - -
Total Public/Quasi-Public - 377.5 - - - - - 20,000
Total Land Uses - 997.2 1,354 - 2,707 - 2,707 664,000
Source: City of Riverbank; River Walk Specific Plan; EPS. [2] The River Walk Specific Plan, prepared October 2023, provides a range of densities for residential land uses. This analysis uses the midpoint density for each land use to determine total dwelling units. [4] Other uses are excluded from this analysis.
[3] Commercial Mixed Use acreage inside the Community Core is reflected in the Mixed Use Age-Restricted residential units inside the Community Core land use category and is therefore not included here.
Phase One Phase Two
Project Land Uses by Phase [1]
50% Res. 100% Res. 100% Res. & Nonres.
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
Project Buildout
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Table A-3
River Walk Specific Plan
Fiscal Impact Analysis
Occupied Dwelling Units and Commercial Building Square Feet Item
Dwelling
Units
Commercial
Bldg. Sq. Ft.
Dwelling
Units
Commercial
Bldg. Sq. Ft.
Dwelling
Units
Commercial
Bldg. Sq. Ft.
Residential
Single-Family
LDR - Low Density Residential 170 - 339 - 339 -
LDR - Low Density Residential Age-Restricted 586 - 1,172 - 1,172 - MDR - Medium Density Residential Age-Restricted 342 - 684 - 684 - Total Occupied Single-Family Units 1,098 - 2,195 - 2,195 - Multifamily
HDR - High Density Residential Age-Restricted 88 - 176 - 176 - MU - Mixed Use (Outside of Community Core) 85 - 171 - 171 - MU - Mixed Use (Inside Community Core) Age-Restricted 49 - 98 - 98 - Total Occupied Multifamily Units 222 - 445 - 445 -
Nonresidential
MU - Commercial Mixed Use (Outside of Community Core) - - - - - 480,600 MU - Commercial Mixed Use (Inside Community Core) - - - - - 99,000 Total Occupied Nonresidential - - - - - 579,600
Total Occupied Land Uses 1,320 - 2,640 - 2,640 579,600
Source: City of Riverbank; River Walk Specific Plan; EPS. [2] Units and commercial square feet from Table A-2 multiplied by vacancy rates in Table A-5. [1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
50% Res. 100% Res. 100% Res. & Nonres.
Occupied Land Uses by Phase [1] [2]
Phase One Phase Two Project Buildout
Prepared by EPS 11/18/2025
A-3 Z:\Shared\Projects\SAC\252000\252024 Riverbank River Walk SP FIA\Models\252024 FIA m2 11-12-25
Table A-4
River Walk Specific Plan
Fiscal Impact Analysis
Estimated Population, Employees, and Persons Served
Buildout
Land Use Phase 1 Phase 2 100% Res.
50% Res. 100% Res. & Nonres.
Residential Land Uses
Single-Family Persons per Household
LDR - Low Density Residential 3.33 566 1,129 1,129
LDR - Low Density Residential Age-Restricted 1.89 1,108 2,215 2,215 MDR - Medium Density Residential Age-Restricted 1.89 646 1,293 1,293 Total Single-Family 2,320 4,637 4,637
Multifamily
HDR - High Density Residential Age-Restricted 1.89 166 333 333 MU - Mixed Use (Outside of Community Core) [4] 2.16 184 369 369 MU - Mixed Use (Inside Community Core) Age-Restricted [4] 1.89 93 185 185 Total Multifamily 443 887 887
Total Population 2,763 5,524 5,524
Nonresidential Land Uses bldg. sq. ft. per emp
MU - Commercial Mixed Use (Outside of Community Core) 500 - - 961 MU - Commercial Mixed Use (Inside Community Core) 500 - - 198 Total Employee Population - - 1,159
Persons Served [5] 2,763 5,524 6,104
Source: River Walk Specific Plan EIR, De Novo Planning Group, January 2024; River Walk Specific Plan; EPS. [2] Density factors applied to occupied land uses from Table A-3 to estimate project populations. [3] From River Walk Specific Plan EIR, prepared January 2024. [5] Persons Served is defined as 100% of residents plus 50% of employees. [4] The River Walk Specific Plan EIR did not include a persons per household density factor for the mixed use residential land uses. This analysis uses the City of Riverbank General Plan population estimates for high density residential land uses divided by the total number of high density residential units to estimate the persons per household for non- age-restricted land uses. For the high density age-restricted mixed use residential land uses this analysis assumes the same persons per household factor as the other age- restricted residential land uses.
Estimated Residents/Employees by Phase [1] [2]
Residential/
Employment
Density [3]
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
Prepared by EPS 11/18/2025
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Table A-5
River Walk Specific Plan
Fiscal Impact Analysis
Project Analytical Assumptions
Assumed Est. Average Annual
Housing Assessed Turnover Vacancy
Land Use Tenure Valuation [1] Rate [2] Rate [3]
Residential Land Uses Per Unit
Low Density Residential (LDR) Owner-Occupied $550,000 14.0% 2.5% LDR - Age-Restricted [4] Owner-Occupied $470,000 14.0% 2.5% Medium Density Residential (MDR) - Age-Restricted [4] Owner-Occupied $450,000 14.0% 2.5% High Density Residential (HDR) - Age-Restricted Renter-Occupied $410,000 5.0% 2.5% High Density Residential (HDR) - Mixed Use outside Community Core (CC) Renter-Occupied $320,000 5.0% 2.5% High Density Residential (HDR) - Mixed Use inside CC Age-Restricted Renter-Occupied $410,000 5.0% 2.5% Total Residential
Nonresidential Land Uses Per Sq. Ft.
Commercial Mixed Use - Outside CC $160 5.0% 10.0%
Commercial Mixed Use - Inside CC $160 5.0% 10.0%
Total Nonresidential
Source: River Walk Specific Plan; Gregory Group; Redfin; CoStar; CA Department of Finance; EPS. data from CoStar as of the 4th quarter of 2024. Multifamily values based on recent Ceres rental rate data from Costar as of the 4th quarter of 2024. See Table D-5 through Table D-10 for backup details.
[1] Single family values based on recent home sales price data from The Gregory Group for 2024; Nonresidential values based on commercial real estate lease [2] Property turnover rate is estimated to be once every 7 years for owner-occupied residential and once every 20 years for renter-occupied and nonresidential uses. [3] Residential vacancy rates obtained from Table E-5 from the California Department of Finance, for the City of Riverbank. Nonresidential Vacancy Rates derived from CoStar market reports obtained March 5, 2025 and other EPS research. [4] Age-restricted owner occupied units' assessed values are discounted 15% from market value to account for the ability of 55+ homeowners who qualify for Proposition 19 assessed value adjustments.
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Appendix B
Revenue-Estimating Tables
Table B-1. Revenue-Estimating Procedures Based on
City of Riverbank FY 2024-25 Budget (2025$).......................................................................... B-1 Table B-2. Estimated Annual Project Revenues (2025$).............................................................................. B-2 Table B-3. Estimated Property Tax Revenue for New Development (2025$) ..................................... B-3 Table B-4. Estimated Annual Taxable Sales and Use Tax Revenue (2025$).......................................... B-4 Table B-4A. Estimated Annual Taxable Sales from Proposed Development, Market Support Method (2025$) .................................................................................................... B-5 Table B-4B. Estimated Annual Taxable Sales,
Adjusted Retail Space Method (2025$)......................................................................................... B-6 Table B-5. Real Property Transfer Tax Revenue (2025$) ............................................................................ B-7 Table B-6. Community Facilities District No. 2016-1,
Estimated Special Tax Revenue (2025$).......................................................................................B-8 Table B-7. Stanislaus Consolidated Fire Protection Assessment District, Estimated Special Benefit Assessment Revenue (2025$).......................................................B-9
Table B-1
River Walk Specific Plan
Fiscal Impact Analysis
Revenue-Estimating Procedures Based on City of Riverbank FY 2024-25 Budget (2025$) FY 2024-25 Net Annual
Estimating Case Study Budgeted Offsetting General Fund Service Revenue Item Procedure Reference Revenues Revenues [1] Revenues Population [2] Multiplier General Fund Revenues
Property Taxes Case Study Table B-3 $2,099,000 $0 $2,099,000 NA - Property Tax In-Lieu of VLF Case Study Table B-3 $2,690,000 $0 $2,690,000 NA - Sales Taxes Case Study Table B-4 $5,205,150 $0 $5,205,150 NA - Real Property Transfer Tax Case Study Table B-5 $95,000 $0 $95,000 NA - Franchise Fees Persons Served Multiplier $893,000 $0 $893,000 34,600 $25.81 Business License Tax Employee Multiplier $95,000 $0 $95,000 19,438 $4.89 Fees & Permits [3] $798,503 $798,103 $400 NA -
Other Intergovernmental [3] $284,860 $212,360 $72,500 NA - Charges for Services [3] $201,784 $201,784 $0 NA -
Fines & Forfeitures [3] $57,580 $57,580 $0 NA -
Use of Money and Property [3] $150,500 $0 $150,500 NA - Other Revenues [3] $60,000 $0 $60,000 NA -
Transfers In [3] $1,051,175 $1,051,175 $0 NA -
Total General Fund Revenues $13,681,552 $2,321,002 $11,360,550 Stanislaus Consolidated Fire Protection District
Property Taxes Case Study Table B-3 $3,716,000 $0 $3,716,000 46,229 - Sales Taxes Case Study Table B-4 $891,530 $0 $891,530 46,229 - Special Assessments Case Study Table B-7 $8,701,096 $0 $8,701,096 46,229 - Fees & Permits [3] $115,000 $0 $115,000 NA -
Other Intergovernmental [3] $947,450 $0 $947,450 NA -
Charges for Services [3] $231,500 $0 $231,500 NA -
Use of Money and Property [3] $125,000 $0 $125,000 NA - Other Revenues [3] $50,000 $0 $50,000 NA -
Total District Revenues $14,777,576 - $14,777,576
Source: City of Riverbank FY 2024-25 Adopted Budget; EPS. [1] This analysis assumes that these revenues are dedicated to specific General Fund departmental costs, therefore they are netted out of both total revenues and total costs. See Table D-9 for detail.
[2] Refer to Table A-1 for details.
[3] This revenue source is not expected to be affected by the Project and therefore is not evaluated in this analysis.
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B-1
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Table B-2
River Walk Specific Plan
Fiscal Impact Analysis
Estimated Annual Project Revenues (2025$)
Item Source
Total
(Rounded)
Percent
of Total
Total
(Rounded)
Percent
of Total
Total
(Rounded)
Percent
of Total
General Fund Revenues
Property Taxes Table B-3 $564,000 60% $1,129,000 40% $1,234,000 31% Property Tax In-Lieu of VLF Table B-3 - 0% $912,000 33% $997,000 25% Sales Taxes (Bradley Burns) Table B-4 $252,000 27% $505,000 18% $1,477,000 37% Sales Tax (Public Safety) Table B-4 $8,000 1% $16,000 1% $45,000 1% Real Property Transfer Tax Table B-5 $42,000 4% $85,000 3% $93,000 2% Franchise Fees [2] Table B-1 $71,000 8% $143,000 5% $158,000 4% Business License Tax [2] Table B-1 - 0% - 0% $6,000 0%
Total Annual General Fund Revenues $937,000 100% $2,790,000 100% $4,010,000 100% City of Riverbank CFD 2016-1
Maximum Special Tax Table B-6 $956,000 100% $1,913,000 100% $2,090,000 100% Stanislaus Consolidated Fire Protection District
Property Taxes Table B-3 $314,000 41% $627,000 41% $686,000 41% Sales Tax (Public Safety) Table B-4 $2,000 0% $4,000 0% $10,000 1% Special Assessments [3] Table B-7 $448,000 59% $896,000 59% $977,000 58% Total Annual District Revenues $764,000 100% $1,527,000 100% $1,673,000 100% Source: City of Riverbank FY 2024-25 Adopted Budget; EPS.
Note: Values are rounded to the nearest $1,000.
[2] Estimated revenue = revenue multiplier from Table B-1 * persons served or employees. Persons served and employees from Table A-4. land use. Estimated revenue = flat rate * units at buildout for each land use type in the project. Land uses at buildout from Table A-2.
Estimated Annual Project Revenues by Phase [1]
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
100% Res. & Nonres.
[3] The special benefit assessment for the fire protection district accounts for almost 60% of its revenue and is a flat rate per parcel based on 50% Res. 100% Res.
Phase One Phase Two Project Buildout
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Table B-3
River Walk Specific Plan
Fiscal Impact Analysis
Estimated Property Tax Revenue for New Development (2025$) Buildout
Phase 1 Phase 2 100% Res.
Item Source Formula Assumptions 50% Res. 100% Res. & Nonres.
Property Tax
Adjusted Assessed Value of New Development at Buildout [2] Table D-1 A $550,672,000 $1,101,344,000 $1,204,384,000 Property Tax Revenue B=A*1.0% 1.0% $5,506,720 $11,013,440 $12,043,840 Estimated Project Property Tax Allocation After Annexation City of Riverbank General Fund [3] Table D-2 B*10.2% 10.2% $564,435 $1,128,870 $1,234,485 Stanislaus Consolidated Fire Protection District Table D-2 B*5.7% 5.7% $313,698 $627,397 $686,095 Other Agencies/ERAF B*84.1% 84.1% $4,628,587 $9,257,173 $10,123,260 Total 100.0% $5,506,720 $11,013,440 $12,043,840
Property Tax In-Lieu of Motor Vehicle In-Lieu Fee Revenue (VLF) Total Citywide Assessed Value (FY 2024-25) [4] C $3,212,967,774 $3,212,967,774 $3,212,967,774 Total Assessed Value of Project Table D-1 D $550,672,000 $1,101,344,000 $1,204,384,000 Total Assessed Value $3,763,639,774 $4,314,311,774 $4,417,351,774 Percentage Change in AV E=D/C 17.14% 34.28% 37.49%
Citywide Property Tax In-Lieu of VLF [5] F $2,660,000 $2,660,000 $2,660,000 Project Property Tax In-Lieu of VLF G=E*F $455,899 $911,797 $997,104 Source: City of Riverbank; Stanislaus County Assessor; Stanislaus County Auditor Controller; EPS. [2] For assumptions and calculation of adjusted assessed value, see Table D-1. [3] Reflects the post-Educational Revenue Augmentation Fund (ERAF) allocation for the City’s General Fund, as obtained from the Stanislaus County Auditor-Controller and the existing Master Property Tax Sharing Agreement between Stanislaus County and all incorporated cities in the county, effective as of June 14, 2022. See Table D-2 for details. [4] Reflects Assessed Valuation for FY 2024-25. Includes Citywide secured, unsecured, and homeowner exemption. [5] Property tax in-lieu of VLF amount derived from the City of Riverbank FY 2024-25 Adopted Budget.
Estimated Property Tax Revenue by Phase [1]
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
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Table B-4
River Walk Specific Plan
Fiscal Impact Analysis
Estimated Annual Taxable Sales and Use Tax Revenue (2025$) Buildout
Source/ Phase 1 Phase 2 100% Res.
Item Formula Assumptions 50% Res. 100% Res. & Nonres.
Estimated Annual Taxable Sales
Annual Taxable Sales from Market Support Table B-4A $25,230,800 $50,461,600 $52,339,180 Annual Taxable Sales from Onsite Retail Development Table B-4B - - $95,401,934 Annual Taxable Sales from New Development A $25,230,800 $50,461,600 $147,741,114 Annual Sales Tax Revenue
Bradley Burns Local Sales Tax Rate A * 1.0000% 1.00% $252,308 $504,616 $1,477,411 Proposition 172 Public Safety Sales Tax Revenue B = A * 0.5000% 0.50% $126,154 $252,308 $738,706 Proposition 172 Sales Tax Allocation to City of Riverbank [2] B * 6.1478% 6.15% $7,756 $15,511 $45,414 Proposition 172 Sales Tax Allocation to Stanislaus Consolidated Fire Protection District [3] B * 1.4125% 1.41% $1,782 $3,564 $10,434 Source: City of Riverbank; EPS.
[2] Based on EPS's analysis of the City's budget, the City receives approximately 6.15% of Prop. 172 Sales Tax revenues generated in the city. [3] Stanislaus County allocates a portion of the Proposition 172 Sales Tax revenues to the Stanislaus Consolidated Fire Protection District. Based on EPS's analysis of the budgets for the Fire District and the County, the District receives approximately 1.41% of Prop. 172 Sales Tax revenues.
Estimated Annual Taxable Sales by Phase [1]
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
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Table B-4A
River Walk Specific Plan
Fiscal Impact Analysis
Estimated Annual Taxable Sales from Proposed Development, Market Support Method (2025$) Buildout
Source/ Phase 1 Phase 2 100% Res.
Item Assumptions 50% Res. 100% Res. & Nonres.
Annual Taxable Sales from New Households
Occupied Residential Development (Units) Table A-3
Low Density Residential (LDR) 170 339 339
LDR - Age-Restricted 586 1,172 1,172
Medium Density Residential (MDR) - Age-Restricted 342 684 684 High Density Residential (HDR) - Age-Restricted 88 176 176 High Density Residential (HDR) - Mixed Use outside Community Core (CC) 85 171 171 High Density Residential (HDR) - Mixed Use inside CC Age-Restricted 49 98 98 Total Residential Development 1,320 2,640 2,640
Retail Expenditures per Household [2]
Low Density Residential (LDR) $31,000 $5,270,000 $10,509,000 $10,509,000 LDR - Age-Restricted $27,000 $15,822,000 $31,644,000 $31,644,000 Medium Density Residential (MDR) - Age-Restricted $26,000 $8,892,000 $17,784,000 $17,784,000 High Density Residential (HDR) - Age-Restricted $25,000 $2,200,000 $4,400,000 $4,400,000 High Density Residential (HDR) - Mixed Use outside Community Core (CC) $31,000 $2,635,000 $5,301,000 $5,301,000 High Density Residential (HDR) - Mixed Use inside CC Age-Restricted $25,000 $1,225,000 $2,450,000 $2,450,000 Total Retail Expenditures $36,044,000 $72,088,000 $72,088,000 Taxable Sales from New Households
Estimated Retail Capture Rate within the City of Riverbank [3] 70% Taxable Sales Captured by the City of Riverbank $25,230,800 $50,461,600 $50,461,600 Estimated Percentage of Taxable Sales inside Project Area [4] 0% 0% 70% Estimated Percentage of Taxable Sales outside Project Area [4] 100% 100% 30% Estimated Taxable Sales inside Project Area [4] $0 $0 $35,323,120 Estimated Taxable Sales outside Project Area [4] $25,230,800 $50,461,600 $15,138,480 Annual Taxable Sales from New Employees
New Employees Table A-4 - - 1,159
Average Daily Taxable Sales per New Employee [5] $15
Work Days per Year 240
Taxable Sales from New Employees [6] 50%
Total Taxable Sales from New Employees - - $2,086,200
Taxable Sales from New Employees in Riverbank and Project Area Estimated Retail Capture Rate within the City of Riverbank [3] - - 90% Taxable Sales Captured by the City of Riverbank - - $1,877,580 Estimated Taxable Sales inside Project Area [4] 70% - - $1,314,306 Estimated Taxable Sales outside Project Area [4] 30% - - $563,274 Total Annual Taxable Sales from Market Support
Estimated Taxable Sales inside Project Area [4] $0 $0 $36,637,426 Estimated Taxable Sales outside Project Area [4] $25,230,800 $50,461,600 $15,701,754 Total $25,230,800 $50,461,600 $52,339,180
Source: City of Riverbank; EPS.
[2] See Table D-3 for calculation of average annual retail expenditures by residential land use. [3] Estimated retail capture rate within the City of Riverbank is based on EPS's qualitative appraisal of retail establishments within and outside of the City (both pre- and post-commercial development in the Project). [4] This analysis assumes that, once retail development occurs, 70% of total taxable sales from new households and employees will occur at retail outlets within the Project, with the remainder occurring outside of the project within the City. All taxable sales generated by new residents in Phase One and Phase Two (Residential Only) captured in the City are assumed to occur outside of the Project. [6] Discounted by 50% to avoid double-counting employees who are also residents within the unincorporated county.
Estimated Annual Taxable Sales by Phase [1]
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
[5] Based on the average weekly spending per office worker from the International Council of Shopping Centers, "Office-Worker Retail Spending in a Digital Age," 2012 and adjusted to 2025$; EPS. Adjusted to reflect taxable spending on retail goods and services only.
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Table B-4B
River Walk Specific Plan
Fiscal Impact Analysis
Estimated Annual Taxable Sales, Adjusted Retail Space Method (2025$) Annual Taxable
Sales per Occupied Com. Total Annual Occupied Com. Total Annual Occupied Com. Total Annual Item Sq. Ft. [2] Sq. Ft. Taxable Sales Sq. Ft. Taxable Sales Sq. Ft. [3] [4] Taxable Sales Source Table D-4 Table A-3
Annual Taxable Sales from Retail Development
MU - Commercial Mixed Use (Outside of Community Core) $310 0 $0 0 $0 384,480 $119,188,800 MU - Commercial Mixed Use (Inside Community Core) $250 0 $0 0 $0 79,200 $19,800,000 Total Retail 0 $0 0 $0 463,680 $138,988,800
Less Total Annual Taxable Sales from Onsite Market Support (within the Project) Table B-4A $0 $0 ($36,637,426)
Annual Taxable Sales Less Market Support $0 $0 $102,351,374 Less Shift of Sales from Existing Retail in City to the Project [5] 5% $0 $0 ($6,949,440) Total Annual Taxable Sales from Nonresidential Development 0 $0 0 $0 463,680 $95,401,934 Source: U.S. Department of Labor Bureau of Labor Statistics; Urban Land Institute; EPS. [2] See Table D-4 for details on taxable retail sales. Sales cateogries assumed are shown below.
Commercial Mixed Use - Outside CC: Community Commercial Commercial Mixed Use - Inside CC: Neighborhood Commercial [3] See Table A-3.
[5] As a conservative estimate, this analysis estimates a shift from existing retail outlets of 5% based on a high-level qualitative assessment of existing retail outlets in the City. A Market study would provide additional information regarding this assumption.
Estimated Annual Taxable Sales by Phase, Adjusted Retail Space [1] [1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed. 100% Res. & Nonres.
Source/
Assumptions
[4] Occupied Commercial Sq. Ft. is adjusted by 20% to account for a portion of commercial sq. ft. that may be non-sales tax generating uses, like office space for a law firm, leasing offices, or other service providing uses like dental or medical space as noted in the Specific Plan. 50% Res. 100% Res.
Phase One Phase Two Project Buildout
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Table B-5
River Walk Specific Plan
Fiscal Impact Analysis
Real Property Transfer Tax Revenue (2025$)
Assessed Annual Transfer Assessed Annual Transfer Assessed Annual Transfer Description Assumption Value [2] Tax Revenue [3] Value [2] Tax Revenue [3] Value [2] Tax Revenue [3] Source Table D-1
Rate per $1,000 of AV $0.55
Turnover Rate
Residential Owner-Occupied 14.0%
Residential Renter-Occupied and Nonresidential 14.0%
Annual Transfer Tax Revenue
Residential Owner-Occupied $465,272,000 $35,826 $930,544,000 $71,652 $930,544,000 $71,652 Residential Renter-Occupied and Nonresidential $85,400,000 $6,576 $170,800,000 $13,152 $273,840,000 $21,086 Total Annual Transfer Tax Revenue $550,672,000 $42,402 $1,101,344,000 $84,803 $1,204,384,000 $92,738 Source: City of Riverbank; EPS.
[2] Assumes low density residential, medium density residential, and medium-high density residential units are owner-occupied and high density residential units are renter-occupied.
Note that assessed values are expressed in 2025$ and include no real AV growth. [3] Formula for Transfer Tax = Assessed Value/1,000 * Rate per $1,000 of Assessed Value * Turnover rate.
Real Property Transfer Tax Revenue by Phase [1]
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
50% Res. 100% Res. 100% Res. & Nonres.
Phase One Phase Two Project Buildout
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Table B-6
River Walk Specific Plan
Fiscal Impact Analysis
Community Facilities District No. 2016-1, Estimated Special Tax Revenue (2025$) Buildout
Phase 1 Phase 2 100% Res.
Item 50% Res. 100% Res. & Nonres.
Residential
Detached
LDR - Low Density Residential 174 348 348
LDR - Low Density Residential Age-Restricted 601 1,202 1,202 MDR - Medium Density Residential Age-Restricted 351 702 702 Subtotal Detached Residential 1,126 2,252 2,252
Attached
HDR - High Density Residential Age-Restricted 90 180 180 MU - Mixed Use (Outside of Community Core) 88 175 175
MU - Mixed Use (Inside Community Core) Age-Restricted 50 100 100 Subtotal Attached Residential 228 455 455
Nonresidential
MU - Commercial Mixed Use (Outside of Community Core) - - 534,000 MU - Commercial Mixed Use (Inside Community Core) - - 110,000 Subtotal Nonresidential - - 644,000
Special Tax Revenue
Residential Per Unit
Detached $757 $852,866 $1,705,732 $1,705,732
Attached $454 $103,390 $206,779 $206,779
Subtotal Residential $956,256 $1,912,512 $1,912,512
Nonresidential Per Bldg. Sq. Ft.
MU - Commercial Mixed Use (Outside of Community Core) $0.28 - - $147,384 MU - Commercial Mixed Use (Inside Community Core) $0.28 - - $30,360 Subtotal Nonresidential - - $177,744
Total Special Tax Revenue $956,256 $1,912,512 $2,090,256 Source: City of Riverbank; Stanislaus County Assessor; Stanislaus County Auditor Controller; EPS. [2] Rates from Fiscal Year 2024-25 provided by Riverwalk, LLC.
Estimated Special Tax Revenue by Phase [1]
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
Special Tax
Rate [2]
Dwelling Units
Estimated Special Tax Revenue
Dwelling Units
Nonresidential Bldg. Sq. Ft.
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Table B-7
River Walk Specific Plan
Fiscal Impact Analysis
Stanislaus Consolidated Fire Protection Assessment District, Estimated Special Benefit Assessment Revenue (2025$) Buildout
Phase 1 Phase 2 100% Res.
Item 50% Res. 100% Res. & Nonres.
Residential
1 and 2 Family Dwellings
LDR - Low Density Residential 174 348 348
LDR - Low Density Residential Age-Restricted 601 1,202 1,202 MDR - Medium Density Residential Age-Restricted 351 702 702 Subtotal 1 and 2 Family Dwellings 1,126 2,252 2,252
3 or More Living Units
HDR - High Density Residential Age-Restricted 90 180 180 MU - Mixed Use (Outside of Community Core) 88 175 175
MU - Mixed Use (Inside Community Core) Age-Restricted 50 100 100 Subtotal 3 or More Living Units 228 455 455
Nonresidential
Stores and Offices
MU - Commercial Mixed Use (Outside of Community Core) - - 534,000 MU - Commercial Mixed Use (Inside Community Core) - - 110,000 Subtotal Nonresidential - - 644,000
Residential Per Unit
1 and 2 Family Dwellings $342 $384,765 $769,531 $769,531 3 or More Living Units $278 $63,152 $126,303 $126,303
Total Residential (1 and 2 family dwellings) $447,917 $895,834 $895,834 Nonresidential
Stores and Offices Per Bldg. Sq. Ft.
MU - Commercial Mixed Use (Outside of Community Core) $0.13 - - $66,964 MU - Commercial Mixed Use (Inside Community Core) $0.13 - - $13,794 Subtotal Stores and Offices - - $80,758
Total Special Assessment $447,917 $895,834 $976,592
Source: Stanislaus Consolidated Fire Protection District; EPS. [2] Rates for Fiscal Year 2025-26 provided by the Stanislaus Consolidated Fire Protection District.
Estimated Special Benefit
Assessment Revenue by Phase [1]
Special
Assessment
Rate [2]
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
Dwelling Units
Estimated Special Assessment Revenue
Dwelling Units
Bldg. Sq. Ft
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Appendix C
Expenditure-Estimating Tables
Table C-1. Expenditure-Estimating Procedures Based on FY 2024-25 Budget (2025$) ................. C-1 Table C-2. Estimated Annual Project Expenditures (2025$) ...................................................................... C-2
Table C-1
River Walk Specific Plan
Fiscal Impact Analysis
Expenditure-Estimating Procedures Based on FY 2024-25 Budget (2025$) FY 2024-25 FY 2024-25 FY 2024-25 Net FY 2024-25
Estimating Budgeted Less Offsetting Net City Service Avg. Cost Adjustment Avg. Cost Item Procedure Expenditures Revenues [1] Expenditures Population [2] Multiplier Factor [3] Multiplier City of Riverbank General Fund Expenditures
Council/General Persons Served $191,631 - $191,631 34,600 $5.54 75% $4.15 City Manager Persons Served $401,306 - $401,306 34,600 $11.60 75% $8.70 Administrative Services Persons Served $1,252,637 $1,104,475 $148,162 34,600 $4.28 75% $3.21 Finance & Housing Persons Served $663,415 - $663,415 34,600 $19.17 100% $19.17 Police Persons Served $6,407,811 $375,564 $6,032,247 34,600 $174.34 100% $174.34 Animal Control Persons Served $463,595 $6,000 $457,595 34,600 $13.23 100% $13.23 Planning & Building Persons Served $1,351,222 $736,800 $614,422 34,600 $17.76 100% $17.76 Development Services Persons Served $1,083,014 $67,663 $1,015,351 34,600 $29.35 100% $29.35 Parks & Recreation Per Capita $2,652,450 $30,500 $2,621,950 24,881 $105.38 100% $105.38 Total General Fund Expenditures $14,467,081 $2,321,002 $12,146,079 Stanislaus Consolidated Fire Protection District
Salaries & Benefits Persons Served $11,485,217 - $11,485,217 46,229 $248.44 75% $186.33 Services & Supplies Persons Served $2,467,663 - $2,467,663 46,229 $53.38 100% $53.38 Capital Facilities [4] $335,059 - $335,059 46,229 - - - Capital Equipment [4] $175,242 - $175,242 46,229 - - -
Total District Expenditures $14,463,181 - $14,463,181
Source: City of Riverbank FY 2024-25 Adopted Budget; Stanislaus Consolidated Fire Protection District FY 2024-25 Adopted Budget; EPS. [1] Represents departmental revenues assumed to offset specific General Fund department costs. See Table D-9 for detail. [2] Refer to Table A-1 for details.
[3] Certain expenditures such as administrative functions (e.g., Council; City Clerk; City Manager) may not increase proportionally with population increases and therefore are adjusted in this analysis.
[4] This expenditure is not expected to be affected by the Project and therefore is not evaluated in this analysis.
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Table C-2
River Walk Specific Plan
Fiscal Impact Analysis
Estimated Annual Project Expenditures (2025$)
Item Source
Total Expenses
(Rounded) Percent of Total
Total Expenses
(Rounded) Percent of Total
Total Expenses
(Rounded)
Percent of
Total
General Fund
Council/General Table C-1 $11,000 1% $23,000 1% $25,000 1% City Manager Table C-1 $24,000 2% $48,000 2% $53,000 2% Administrative Services Table C-1 $9,000 1% $18,000 1% $20,000 1% Finance & Housing Table C-1 $53,000 5% $106,000 5% $117,000 5% Police Table C-1 $482,000 46% $963,000 46% $1,064,000 48% Animal Control Table C-1 $37,000 4% $73,000 4% $81,000 4% Development Services Table C-1 $49,000 5% $98,000 5% $108,000 5% Public Works (excl. Parks) Table C-1 $81,000 8% $162,000 8% $179,000 8% Parks & Recreation Table C-1 $291,000 28% $582,000 28% $582,000 26% Total General Fund Expenditures $1,037,000 100% $2,073,000 100% $2,229,000 100% Stanislaus Consolidated Fire Protection District
Salaries & Benefits Table C-1 $515,000 78% $1,029,000 78% $1,137,000 78% Services & Supplies Table C-1 $147,000 22% $295,000 22% $326,000 22% Capital Facilities Table C-1 - - - - - -
Capital Equipment Table C-1 - - - - - -
Total District Expenditures $662,000 100% $1,324,000 100% $1,463,000 100% Note: Values are rounded to the nearest $1,000.
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed.
100% Res. & Nonres.
Source: City of Riverbank FY 2024-25 Adopted Budget; Stanislaus Consolidated Fire Protection District FY 2024-25 Adopted Budget; EPS.
50% Res. 100% Res.
Estimated Annual Project Expenditures by Phase [1]
Phase One Phase Two Project Buildout
Prepared by EPS 11/18/2025
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Appendix D
Supporting Tables for Revenue and Expenditure Estimates Table D-1. Estimated Assessed Value of New Development (2025$) .................................................... D-1 Table D-2. Property Tax Allocation Factors for Project at Buildout........................................................ D-2 Table D-3. Estimated Average Annual Income (2025$) ............................................................................... D-3 Table D-4. Total Annual Taxable Retail Sales per Square Foot (2025$)................................................. D-4 Table D-5. Multifamily, Retail, and Office Rents and Capitalized Values (2025$) ............................. D-5 Table D-6. Recently Constructed Single Family Units (2024).................................................................... D-6 Table D-7. Multifamily Housing Market Summary (Built 2020-2024) ................................................... D-7 Table D-8. Retail Market Summary (Built 2022-2025)................................................................................. D-8 Table D-9. Offsetting Revenues by City Department (2025$) .................................................................. D-9
Table D-1
River Walk Specific Plan
Fiscal Impact Analysis
Estimated Assessed Value of New Development (2025$)
Land Use
Units/
Sq. Ft.
Assessed
Value [2]
Units/
Sq. Ft.
Assessed
Value [2]
Units/
Sq. Ft.
Assessed
Value [2]
Source Table A-5 Table A-2 Table A-2 Table A-2
Residential Land Uses units units units
Owner Occupied
LDR - Low Density Residential $550,000 174 $95,700,000 348 $191,400,000 348 $191,400,000 LDR - Low Density Residential Age-Restricted $470,000 601 $282,470,000 1,202 $564,940,000 1,202 $564,940,000 MDR - Medium Density Residential Age-Restricted $450,000 351 $157,950,000 702 $315,900,000 702 $315,900,000 Age-Restricted Adjustment [3] ($70,848,000) ($141,696,000) ($141,696,000) Subtotal Owner Occupied 1,126 $465,272,000 2,252 $930,544,000 2,252 $930,544,000 Renter Occupied
MU - Mixed Use (Outside of Community Core) $320,000 88 $28,000,000 175 $56,000,000 175 $56,000,000 MU - Mixed Use (Inside Community Core) Age-Restricted $410,000 50 $20,500,000 100 $41,000,000 100 $41,000,000 HDR - High Density Residential Age-Restricted $410,000 90 $36,900,000 180 $73,800,000 180 $73,800,000 Subtotal Renter Occupied 228 $85,400,000 455 $170,800,000 455 $170,800,000 Total Residential 1,354 $550,672,000 2,707 $1,101,344,000 2,707 $1,101,344,000 Nonresidential Land Uses sq. ft. sq. ft. sq. ft.
MU - Commercial Mixed Use (Outside of Community Core) $160 - - - - 534,000 $85,440,000 MU - Commercial Mixed Use (Inside Community Core) $160 - - - - 110,000 $17,600,000 Total Nonresidential - - - - 644,000 $103,040,000
Total $550,672,000 $1,101,344,000 $1,204,384,000
Source: River Walk Specific Plan; Gregory Group; Redfin; CoStar; EPS. 50% Res. 100% Res.
Estimated Assessed Value of New Development by Phase [1] Phase One Phase Two Project Buildout
[1] Phasing in this analysis does not represent actual development phasing. Instead it is included to test fiscal outcomes under a conservative scenario in which nonresidential uses are delayed. [2] Note that assessed values (AV)s are expressed in 2025$ and include no real AV growth. [3] Total assessed values for owner occupied land uses include an age-restricted adjustment to account for the ability of 55+ homeowners who qualify for Proposition 19 assessed value adjustments. Adjustment reflects a discount of 15% from the total assessed value of age-restricted units and a discount of 5% from the total assessed value of market-rate (non-age restricted) units.
Estimated 100% Res. & Nonres.
Value per
Unit/Sq. Ft.
Prepared by EPS 11/18/2025
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Table D-2
River Walk Specific Plan
Fiscal Impact Analysis
Property Tax Allocation Factors for Project at Buildout Entity 098-003 098-019 109-032 109-003 109-001 Average
All Taxing Entities Pre-Annexation
00010 County General Fund 28.09% 28.09% 28.51% 28.33% 28.51% 28.31% (54.92%) 12.76% 00100 County Superintendent Of Schools 0.46% 0.46% 0.47% 0.46% 0.47% 0.46% - 0.46% 00500 County Fire Service 0.66% 0.66% 0.67% 0.66% 0.67% 0.66% (7.23%) 0.62% 06326 City Of Riverbank - - - - - - (27.58%) 0.00%
12950 Stanislaus Consolidated Fire Protection District 7.01% 7.01% 7.12% 7.06% 7.12% 7.06% (19.37%) 5.70% 15950 Eastside Mosquito Abatement 0.95% 0.95% 0.96% 0.96% 0.96% 0.96% (9.38%) 0.87% 16300 Oakdale Irrigation District - - - 0.79% - 0.16% - 0.16% 18600 Sylvan Elementary - - 26.49% 26.26% 26.49% 15.85% - 15.85% 18550 Stanislaus Elementary 27.35% 27.35% - - - 10.94% - 10.94% 18850 Modesto High School 20.47% 20.47% 20.78% 20.60% 20.78% 20.62% - 20.62% 19700 Yosemite Community College District 8.23% 8.23% 8.35% 8.28% 8.35% 8.29% - 8.29% 19750 County School Service Fund 3.41% 3.41% 3.24% 3.21% 3.24% 3.30% - 3.30% 19800 Schools Equalization Aid 2.14% 2.14% 2.17% 2.15% 2.17% 2.15% - 2.15% 19850 Schools Tuition 1.22% 1.22% 1.24% 1.23% 1.24% 1.23% - 1.23% 17750 ERAF (To Fund VLF Swap) - - - - - - - 17.05%
Total Post-ERAF Property Tax Distribution 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Affected Taxing Entities (After Annexation)
County/City General Fund
00010 County General Pre-ERAF 28.31%
Stanislaus County (50%) [2] - - - - - 14.15% (54.92%) 6.38% City of Riverbank (50%) [2] - - - - - 14.15% (27.58%) 10.25% Source: Stanislaus County Auditor-Controller; EPS.
[1] Provided by the Stanislaus County Auditor-Controller. [2] Obtained from Master Property Tax Revenue Agreement between Stanislaus County and the Nine Cities (June 14, 2022).
Tax Pre-ERAF Allocations
Code
Distribution Of Project Property Taxes by Tax Rate Area [1] ERAF
Shift
Post-ERAF
Average
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Table D-3
River Walk Specific Plan
Fiscal Impact Analysis
Estimated Average Annual Income (2025$)
Estimated
Estimated Household
Renter/Owner Annual Housing Income
Residential Land Use Occupied Costs [1] (Rounded) [2]
LDR - Low Density Residential Owner Occupied $46,256 $132,000 23.8% $31,000 LDR - Low Density Residential Age-Restricted Owner Occupied $40,052 $114,000 23.8% $27,000 MDR - Medium Density Residential Age-Restricted Owner Occupied $38,501 $110,000 23.8% $26,000 HDR - High Density Residential Age-Restricted Renter Occupied $32,400 $93,000 27.1% $25,000 MU - Mixed Use (Outside of Community Core) Renter Occupied $39,600 $113,000 27.1% $31,000 MU - Mixed Use (Inside Community Core) Age-Restricted Renter Occupied $32,400 $93,000 27.1% $25,000 Source: 2023 BLS Consumer Expenditure Survey; City of Riverbank; EPS. [1] For owner-occupied units, annual cost is based on a 6%, 30-year fixed-rate mortgage with a 20% down payment and 2% annual taxes and insurance. For renter-occupied units, annual cost is based on average monthly rent (based on estimated unit value). Both owner- and renter-occupied units include $300/month estimate for HOA dues. [2] Assumes 35% of income dedicated to housing costs (mortgage, taxes, insurance, and HOA dues) or rent payments. [3] Taxable expenditures as a percentage of income derived from the 2023 BLS Consumer Expenditure Survey Table 1203. [4] Average retail expenditures per household used to estimate annual sales tax revenues, as shown in Table B-4A.
Taxable
Expenditures
as a %
of Income [3]
Average Annual
Taxable Household
Retail Exp. (Rounded) [4]
Prepared by EPS 11/18/2025
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Table D-4
River Walk Specific Plan
Fiscal Impact Analysis
Total Annual Taxable Retail Sales per Square Foot (2025$) Item % [2]
Sales
Value % [2]
Sales
Value % [2]
Sales
Value % [2]
Sales
Value
Total Retail Sales per Square Foot
Motor Vehicle and Parts Dealers [3] $250 $339 3% $10 2% $7 5% $17 1% $3 Home Furnishings and Appliance Stores $525 $712 0% $0 7% $50 0% $0 10% $71 Bldg. Matrl. and Garden Equip. and Supplies $356 $483 0% $0 15% $72 0% $0 1% $5 Food and Beverage Stores [4] $598 $763 55% $420 24% $183 5% $38 3% $23 Gasoline Stations [5] $1,321 $2,021 1% $20 2% $40 10% $202 1% $20 Clothing and Clothing Accessories Stores $370 $502 2% $10 5% $25 0% $0 20% $100 General Merchandise Stores $360 $489 5% $24 24% $117 0% $0 20% $98 Food Services and Drinking Places $492 $668 8% $53 10% $67 60% $401 20% $134 Other Retail $209 $284 12% $34 6% $17 20% $57 18% $51
Nonretail [6] NA NA 14% NA 5% NA 0% NA 6% NA
Total Retail Sales Per Square Foot 100% $570 100% $580 100% $710 100% $510 Taxable Retail Sales per Square Foot by Retail Center Type Percent Taxable by Shopping Center Type [7] 44% 54% 60% 98% Taxable Sales per Square Foot (Rounded) $250 $310 $430 $500 Note: Original data is based on an average of multiple sources and is presented in 2016$ unless noted otherwise in footnotes. [1] Sales per square foot are estimated based on data from BizMiner, RetailSails, eMarketer, and annual SEC 10-K reports. Some reported figures are from previous calendar or fiscal years and have been escalated to 2025$, except when noted otherwise.
Year CPI Adjustment to 2025$
2008 (Ann.) 219.65 53.0%
2016 (Ann.) 247.71 35.6%
2018 (Ann.) 263.26 27.6%
2025 (Jan.) 335.99 -
[2] Reflects percentage of total square footage by retail category by retail center type, estimated based on ULI's Dollars & Cents 2008. [3] Reflects motor vehicle parts only; excludes total retail sales per square foot for dealerships. [4] Sales per square foot for Food and Beverage stores estimated based on the averages from BizMiner, RetailSails, eMarketer, and annual 10-K reports from 2018 (2018$), escalated to 2025$.
[5] Estimated using ULI's Dollars & Cents, 2008 (2008$), escalated to 2025$. [6] Included to account for non-taxable retail space occupants, such as services. [7] Based on BOE Publication 61, March 2018.
Source: BizMiner 2016; ULI Dollars & Cents 2008; State of California Board of Equalization (BOE) Publication 61; Bureau of Labor Statistics, "CPI-All Urban Consumers (Current Series) - West Urban"; RetailSails http://retailsails.files.wordpress.com/2011/09/rs_spsf.pdf; eMarketer pulled February 2019; respective annual 10-K reports; EPS.
Escalated
Data
(2025$) [1]
Original
Data
[see Note]
Annual Taxable Sales
per Square Foot
Neighborhood Community Highway Commercial
Retail Sales by Shopping Center Type
Regional
Prepared by EPS 11/18/2025
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Table D-5
River Walk Specific Plan
Fiscal Impact Analysis
Multifamily, Retail, and Office Rents and Capitalized Values (2025$) Item Pct. Multifamily [1]
Multifamily AgeRestricted [1] Retail [2]
Estimated Gross Annual Rent Revenue
Monthly Rent per Square Foot $2.43 $3.72 $1.33
Square Feet per Unit 1,000 800
Monthly Rent per Unit (Rounded) $2,400 $3,000
Gross Annual Rent per Multifamily Unit/Com. Sq. Ft. $28,800 $36,000 $15.99 Estimated Net Annual Rent and Capitalized Value per unit per unit per sq. ft.
Gross Annual Rent $28,800 $36,000 $15.99
Less Expenditures
Vacancy Rate [3] 2.5% 2.5% 10.0%
Vacancy ($720) ($720) ($1.60)
Operating Expenses 25.0% ($7,200) ($9,000) ($4.00)
Capital Reserves 5.0% ($1,440) ($1,800) ($0.80)
Total Expenses 30.0% ($9,360) ($11,520) ($6.40)
Net Operating Revenue $19,440 $24,480 $9.60
Capitalized Value (Rounded) 6.0% $320,000 $410,000 $160 Source: CoStar; EPS.
[1] See Table D-7 for monthly and annual rent backup detail. [2] See Table D-8 for annual rent backup detail.
[3] See Table A-5.
Amount
Prepared by EPS 11/18/2025
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Table D-6
River Walk Specific Plan
Fiscal Impact Analysis
Recently Constructed Single Family Units (2024)
Project Name Developer City Density
Average
Lot Size
(Square Feet)
Average
Home Size
(Square Feet)
Average
Base Price
(Rounded)
Average
Price per
Square Foot
Units Sold
in 2024
Units
Planned
Single Family Detached Housing Projects
Low Density Residential
Heritage KB Home Hughson 6.91 6,300 2,329 $560,000 $240 27 50 Acacia KB Home Patterson 6.91 6,300 1,967 $490,000 $249 25 80 Sycamore KB Home Patterson 6.91 6,300 2,299 $510,000 $222 31 75 Carmel Ranch K Hovnanian Homes Oakdale 7.54 5,775 2,319 $630,000 $272 31 50 Blossom Landsea Homes Patterson 7.92 5,500 2,027 $530,000 $261 43 50 Magnolia Lennar Homes Patterson 7.92 5,500 2,199 $540,000 $246 38 71 Weighted Average/Total 7.40 5,884 2,184 $550,000 $252 195 376 Low Density Residential Age-Restricted [1] $470,000
Medium Density Residential (MDR)
Meadows D.R. Horton Homes Patterson 8.30 5,250 1,855 $500,000 $270 50 50 Orchards KB Home Hughson 8.30 5,250 1,771 $490,000 $277 47 299 Enclave at Crossroads West Lennar Homes Riverbank 8.71 5,000 1,986 $570,000 $287 12 114 Enclave at Crossroads West KB Home Riverbank 8.71 5,000 1,986 $560,000 $282 14 114 Aspire at Apricot Grove K. Hovnanian HomesPatterson 8.71 5,000 2,083 $550,000 $264 23 214 Turnleaf KB Home Patterson 8.71 5,000 1,865 $480,000 $257 1 185 The Meadowlands Windward Pacific Oakdale 8.80 4,950 2,111 $610,000 $289 16 62 Heritage D.R. Horton Homes Riverbank 9.22 4,725 1,719 $500,000 $291 47 47 Marcona Bright Homes Keyes 9.17 4,750 2,225 $560,000 $252 25 116 Holly Oak Lennar Homes Patterson 9.68 4,500 2,058 $520,000 $253 33 63 Grasslands D.R. Horton Homes Riverbank 9.68 4,500 1,750 $510,000 $291 25 34 Weighted Average/Total 8.86 4,916 1,909 $520,000 $272 293 1,298 Medium Density Residential Age-Restricted [1] $440,000
Source: The Gregory Group; EPS.
[1] No age-restricted units were found to be constructed recently when searching market comparables. This analysis adjusts the average base price for non- age-restricted units by 15% to estimate the average base price for low density age-restricted units, based on recent EPS research in the Sacramento region.
Prepared by EPS 11/18/2025
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Table D-7
River Walk Specific Plan
Fiscal Impact Analysis
Multifamily Housing Market Summary (Built 2020-2024)
Item City Submarket Style Year Built per Unit per Sq. Ft.
Multifamily Property [1]
804 Eastwood Way Patterson Outer West Stanislaus County Garden Existing 2023 48 1,322 $2,837 $2.15 1641 N Ripon Rd Ripon Outer San Joaquin County Garden Existing 2020 167 1,053 $2,323 $2.21 2801 Grewal Pky Modesto North Modesto Garden Existing 2023 206 973 $2,520 $2.59 1360 Lakeside Ave Manteca Outer San Joaquin County Garden Existing 2023 192 973 $2,552 $2.62 717 W Atherton Dr Manteca Outer San Joaquin County Garden Existing 2021 236 895 $2,147 $2.40 18008 Golden Valley Pky Lathrop Outer San Joaquin County Mid-Rise Existing 2023 204 963 $2,454 $2.55 2920 Healthcare Way Modesto North Modesto Mid-Rise Existing 2020 100 830 $2,154 $2.59 925 W Lathrop Rd Manteca Outer San Joaquin County Low-Rise Existing 2022 172 1,008 $2,414 $2.39 1841 Geer Rd Turlock Chemurgic Low-Rise Existing 2022 36 800 $1,297 $1.62 2600 W Rumble Rd Modesto Northwest Modesto Low-Rise Existing 2023 35 737 $1,616 $2.19 Weighted Average/Total 1396 964 $2,346 $2.43
Multifamily Property - Age-Restricted [2]
7700 Fox Rd Hughson Outer East Stanislaus County Garden Existing 2006 242 681 $2,651 $3.89 2600 W Rumble Rd Modesto Northwest Modesto Low-Rise Existing 2023 35 737 $1,616 $2.19 115 Healthy Way Folsom Outer Folsom/Orangevale/Fair OaksMid-Rise Existing 2025 153 891 $3,382 $3.79 Weighted Average/Total 430 760 $2,827 $3.72
Source: CoStar; EPS.
[1] CoStar data was retrieved on March 5, 2025. The information provided by CoStar is subject to updates based on the timing of data extraction. [2] CoStar data was retrieved on May 12, 2025. The information provided by CoStar is subject to updates based on the timing of data extraction.
Building
Status
Number of
Units
Average Unit
Sq. Ft.
Average Rent per Month
Prepared by EPS 11/18/2025
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Table D-8
River Walk Specific Plan
Fiscal Impact Analysis
Retail Market Summary (Built 2022-2025)
Item [1] City Submarket Property Type Secondary Type Building Status Year Built/
Planned
Lowest Rent
per Sq. Ft.
Highest Rent
per Sq. Ft.
Average Rent
per Sq. Ft.
Retail Property
1439 W 'F' St Oakdale Hughson/Oakdale/WaterfordRetail Quick Service Existing 2024 1,148 $12.44 $15.20 $13.82 1320 McHenry Ave Modesto Modesto Retail Fast Food Existing 2024 1,300 $15.99 $19.54 $17.77 3505 Mitchell Rd Ceres Modesto Retail Retail Building Existing 2024 13,640 $12.21 $14.92 $13.57 NWC Oakdale Rd & Claribel Rd Riverbank Modesto Retail (Community Center) Freestanding Under Construction 2025 365,000 $14.38 $17.57 $15.98 710 N 9th St Modesto Modesto Retail N/A Under Construction 2025 25,500 $15.67 $19.15 $17.41 4300 Dale Rd Modesto Modesto Retail N/A Under Construction 2026 42,500 $13.53 $16.53 $15.03 4600 Dale Rd Modesto Modesto Retail Convenience Store Existing 2022 9,545 $15.24 $18.62 $16.93 2500 Fulkerth Rd Turlock Turlock/SW Stanislaus Retail (Strip Center) Freestanding Existing 2023 2,200 $15.06 $18.41 $16.74 2500 Fulkerth Rd Turlock Turlock/SW Stanislaus Retail (Strip Center) Freestanding Existing 2023 5,014 $13.55 $16.56 $15.06 1331 E Hatch Rd Modesto Modesto Retail Fast Food Existing 2023 3,088 $16.21 $19.82 $18.02 1319 Herndon Rd Modesto Modesto Retail Fast Food Existing 2022 950 $14.93 $18.24 $16.59 1308 McHenry Ave Modesto Modesto Retail Freestanding Under Construction 2025 28,750 $18.73 $22.89 $20.81 Mitchell Rd Ceres Modesto Retail (Regional Mall) Fast Food Existing 2023 2,192 $14.21 $17.37 $15.79 4901 Mitchell Rd Ceres Modesto Retail (Regional Mall) Freestanding Existing 2023 21,702 $13.46 $16.46 $14.96 3401 Oakdale Rd Modesto Modesto Retail (Neighborhood Center) Fast Food Existing 2022 2,146 $12.03 $14.70 $13.37 SEQ Sperry Ave Patterson Turlock/SW Stanislaus Retail Restaurant Existing 2022 2,304 $16.53 $20.20 $18.37 2870 E Service Rd Ceres Modesto Retail (Regional Mall) Freestanding Existing 2022 3,000 $14.97 $18.30 $16.64 2942 E Service Rd Ceres Modesto Retail (Regional Mall) Fast Food Existing 2023 4,000 $13.94 $17.04 $15.49 2999 E Service Rd Ceres Modesto Retail Fast Food Existing 2022 3,000 $14.97 $18.29 $16.63 3125 E Service Rd Ceres Modesto Retail (Strip Center) Freestanding Existing 2024 21,600 $12.23 $14.95 $13.59 2900 Sperry Ave Patterson Turlock/SW Stanislaus Retail Freestanding Existing 2023 15,000 $13.27 $16.22 $14.75 2900 E Whitmore Ave Ceres Modesto Retail (Neighborhood Center) Fast Food Existing 2022 2,800 $15.56 $19.02 $17.29 1707 Claribel Road Modesto Modesto Retail N/A Under Construction 2025 6,800 $14.66 $17.92 $16.29 4600 Dale Rd Modesto Modesto Retail Service Station Existing 2022 2,000 $14.08 $17.21 $15.65 4231 Mitchell Road Ceres Modesto Retail N/A Under Construction 2025 4,250 $14.66 $17.92 $16.29 920 Oakdale Rd Modesto Modesto Retail Service Station Existing 2022 200 $11.73 $14.33 $13.03 2300 Patterson Rd Riverbank Modesto Retail N/A Existing 2023 1,000 $11.65 $14.23 $12.94 53 Rogers Rd Patterson Turlock/SW Stanislaus Retail Truck Stop Existing 2022 11,864 $13.19 $16.12 $14.66 2930 Sperry Ave Patterson Turlock/SW Stanislaus Retail N/A Existing 2022 900 $16.93 $20.69 $18.81 3085 Frontage N Tegner Rd Turlock Turlock/SW Stanislaus Retail Quick Service Existing 2023 1,150 $11.76 $12.40 $12.08 1917 Yosemite Blvd Modesto Modesto Retail N/A Existing 2023 300 $14.22 $17.37 $15.80 Weighted Average/Total 604,843 $14.40 $17.59 $15.99
Source: CoStar; EPS.
[1] CoStar data was retrieved on March 5, 2025. The information provided by CoStar is subject to updates based on the timing of data extraction.
Rentable Annual Rent
Building
Area (Sq. Ft.)
Prepared by EPS 11/18/2025 D-8 Z:\Shared\Projects\SAC\252000\252024 Riverbank River Walk SP FIA\Models\252024 FIA m2 11-12-25
Table D-9
River Walk Specific Plan
Fiscal Impact Analysis
Offsetting Revenues by City Department (2025$) [1]
Offsetting Revenues Budget
Council/
General
City
Manager
Administrative
Services Finance Police Animal Control
Planning &
Building
Development
Services
Admin
Parks &
Recreation
Fees and Permits
Animal Control License Fees $6,000 - - - - - $6,000 - - - Misc Lic-Bike/Dance/Yard Sale $303 - - - - - - - $303 - Building Permit Fees $577,500 - - - - - - $577,500 - -
Booking Fees - - - - - - - - - -
Plan Check Fees $145,000 - - - - - - $145,000 - -
Planning & Zoning Fees $14,000 - - - - - - $14,000 - -
Strong Motion Fees $300 - - - - - - $300 - -
Railroad Crossing Fees - - - - - - - - - -
Public Works Fees $55,000 - - - - - - - $55,000 -
Total Offsetting Fees and Permits $798,103 - - - - - $6,000 $736,800 $55,303 - Intergovernmental Revenues
Cops/Slesa $200,000 - - - - $200,000 - - - -
Measure L Salary Reimbursement $12,360 - - - - - - - $12,360 - Ab939 Reimbursement - - - - - - - - - -
Total Offsetting Intergovernmental $212,360 - - - - $200,000 - - $12,360 - Charges for Services and Other Revenue
Police Services $156,284 - - - - $156,284 - - - -
Police/Traffic Reports $500 - - - - $500 - - - -
Misc Current Services $500 - - $500 - - - - - -
Electronic Sign Rental Revenue $14,000 - - $14,000 - - - - - - Misc Program Income $30,500 - - - - - - - - $30,500
Miscellaneous Revenues $25,000 - - $25,000 - - - - - -
Reimbursement Fire Damage - - - - - - - - - -
Unclaimed Money Revenue - - - - - - - - - -
Total Offsetting Service Charges $201,784 - - $14,500 - $156,784 - - - $30,500 Fines & Forfeitures
Vehicle Code Fines $3,680 - - - - $3,680 - - - -
Fines, Forfeitures, Penalties $38,800 - - $38,800 - - - - - - Vehicle Releases $15,100 - - - - $15,100 - - - -
Total Fines & Forfeitures $57,580 - - $38,800 - $18,780 - - - - Transfers In/
Transfers In $1,051,175 - - $1,051,175 - - - - - -
Total Transfers In $1,051,175 - - $1,051,175 - - - - - - $2,321,002 - - $1,104,475 - $375,564 $6,000 $736,800 $67,663 $30,500 Source: City of Riverbank FY 2024-25 Adopted Budget; EPS. [1] Allocation of revenues to specific departments based on EPS's analysis of City Budget.
Prepared by EPS 11/18/2025 D-9 Z:\Shared\Projects\SAC\252000\252024 Riverbank River Walk SP FIA\Models\252024 FIA m2 11-12-25
CITY OF RIVERBANK
RESOLUTION NO. 2014- 011
A RESOLUTION OF CITY COUNCIL OF THE CITY OF RIVERBANK, CALIFORNIA, APPROVING THE GENERAL PLAN AMENDMENT FOR THE 2005- 2025 GENERAL
PLAN TO CHANGE THE POLICY LANGUAGE ASSOCIATED WITH THE
ANNEXATION PROCESS, ADD A ZONING COMPATIBILITY MATRIX, AND RESTORE LAND USE DESIGNATIONS FOR FIFTY- FOUR ( 54) PROPERTIES WHEREAS, the City of Riverbank ( the " City") adopted the 2005- 2025 General Plan (" General Plan") as its current general plan on April 22, 2009; and WHEREAS, staff for the City has proposed making changes to the City' s existing General Plan to: ( 1) change the City' s annexation process; ( 2) add a zoning compatibility matrix; and ( 3) restore land use designations for fifty-four ( 54) properties the " General Plan Amendment"); and
WHEREAS, on November 4, 2013, the Planning Commission and City Council held a duly noticed public workshop to discuss and provide City staff direction on annexation/ specific plan strategies and language for the proposed General Plan Amendment; and
WHEREAS, as a result of the November 4, 2013 workshop, City staff recommended that the General Plan be amended to: ( 1) remove the designation of specific areas for annexation and development and add specific criteria for future annexation into the City, which changes are reflected in Exhibit A, which attached hereto and incorporated herein by this reference;
WHEREAS, Staff discovered that the recently adopted General Plan does not establish a compatibility table and identified the need to add the General Plan Land Use and Zoning Compatibility Matrix, which is attached hereto as Exhibit B, and incorporated herein by this reference, to accomplish the following aspects of the General Plan.
1. Goal LAND -6. Up -To -Date Land Use Element that Can Achieve the Community' s Vision for the Future.
2. Policy LAND -6. 2. Development applications shall be reviewed and approved only if consistent with the Riverbank General Plan; and
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CC Resolution No. 2014- 011
WHEREAS, City staff has identified parcels for which the General Plan Land Use Designation of Mixed Use do not match the current land use or its potential for future use; and
WHEREAS, City staff identified fifty-three ( 53) parcels within the City that have been designated as multi -use (" NIU") in the General Plan but have an existing land use and designation in the zoning code of community commercial (" CC"); and WHEREAS, City staff has identified one ( 1) parcel within the City that has been designated as MU in the General Plan, but has an existing land use and designation in the zoning code of medium density residential (" MDR"); and WHEREAS, amending the General Plan to match the land use designations of these parcels with the land use designations of the zoning code, as shown in Exhibit C which is attached hereto and incorporated herein by this reference, is consistent with the following aspects of the General Plan:
1. Goal LAND -4. Commercial and Industrial Development Contributes to the Heath, Welfare, and Vitality of the Community.
2. Policy LAND -6. 1: The City will review the Land Use Element at least every five years to ensure that it remains responsive to the community' s vision with respect to changing conditions.
3. Goal ED - 1. Continue to make economic development a priority in Riverbank.
4. Policy ED -2. 7: The City will identify appropriate sites for new businesses and expansion of existing businesses in the following areas:
Identifying new development sites appropriate to particular land uses, such as commercial and industrial.
Tracking vacant spaces with existing buildings.
Identifying infill and reuse sites for new development, including potential opportunity for mixed use development.
5. Goal ED -7: Continue to increase Riverbank' s base of regional commercial uses, while addressing market opportunities with locally -oriented commercial uses
6. Policy ED -7. 1: The City will continue to pursue regional retail development opportunities that would serve the growing population in Riverbank and surrounding communities
7. Policy ED -7. 3: The City will pursue locally -oriented commercial uses that are currently underserved in Riverbank, and expand upon the existing base of
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local -serving retail and service establishments as population increases create additional market demand
WHEREAS, Government Code section 65353 requires the Planning Commission hold at least one noticed, public hearing on any proposed general plan amendment; and
WHEREAS, the Government Code further requires that a general plan amendment be made only " in the public good"; and
WHEREAS, the Government Code further requires that the City Council receive input from the Planning Commission on any proposed general plan amendment; and WHEREAS, the Planning Commission has reviewed the General Plan Amendment and conducted a public hearing.
WHEREAS, The Planning Commission made the following findings:
1. The proposed General Plan Amendment is consistent with the goals, policies, program and uses of the General Plan.
2. The proposed action to adopt this General Plan Amendment is not a project as defined by Section 15378 of the CEQA Guidelines and there therefore will not require any environmental determination.
WHEREAS, the Planning Commission recommended to the City Council the approval of the aforementioned General Plan Amendment.
WHEREAS, notice of the City Council public hearing on the General Plan Amendment was published in the Riverbank News, a newspaper of general circulation, on February 12, 2014.
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF RIVERBANK HEREBY FINDS AND DETERMINES AS FOLLOWS:
1. The General Plan Amendment is in the public interest because the General Plan Amendment will change the Implementation Chapter of the General Plan to allow for more flexibility in allowing future annexations in the City than what was previously adopted in the 2005- 2025 General Plan. Such annexations may include job -generating land uses such as commercial and industrial developments, thus creating a benefit to residents of the City. The General Plan Amendment also allows for the City to review the specific public benefit of each annexation/ specific plan application that is submitted. The General Plan Amendment adds a Land Use Compatibility Matrix that ensures consistency between the General Plan and the City' s zoning codes, as
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required by state law. ( Government Code section 65860). The General Plan Amendment also restores land use designations of fifty-three ( 53) parcels to ensure that the General Plan reflects the current uses and future plans for those properties.
2. The General Plan Amendment is consistent and compatible with the goals and the vast majority of the policies of the General Plan.
3. The General Plan Amendment is categorically exempt under Article 19 Section 15260 of the CEQA Guidelines.
4. That the General Plan Amendment has been processed in accordance with the California Government Code and the California Environmental Quality Act.
NOW, THEREFORE, BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF RIVERBANK THAT:
1. The General Plan is hereby amended by deleting the current Page IMP -15 which contains Figure IMPLEMENTATION -1 " Future Specific Plan Areas" and replacing it with the language set forth in Exhibit A of this Resolution.
2. The Riverbank General Plan is hereby amended by the inclusion of the General Pian Land Use and Zoning Compatibility Matrix set forth in Exhibit B of this Resolution.
3. The Riverbank General Plan is hereby amended to reflect the modification of the Land Use Designation of numerous properties, as identified in Exhibit C.
4. Based on the findings set forth in this Resolution, the evidence in the City Staff Report, and such other evidence as received at the Planning Commission and City Council public hearings on this matter, the City Council hereby approves the General Plan Amendment.
5. Constitutionality, severability. If any section, subsection, sentence, clause, phrase, or word of this resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the resolution. The City Council of the City of Riverbank hereby declares that it would have passed this resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section( s), subsection( s), sentence( s), clause( s), phrase( s), or word( s) be declared invalid.
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CC Resolution No. 2014- 011
PASSED AND ADOPTED by the City Council of the City of Riverbank at a regular meeting held on the 24th day of February, 2014; motioned by Councilmember Darlene Barber -Martinez, seconded by Councilmember Jeanine Tucker, and upon roll call was carried by the following City Council vote of 4- 0:
AYES: Barber -Martinez, Jones Cruz, Tucker, and Vice Mayor Campbell NAYS: None
ABSENT: None
ABSTAIN: None
ATTEST: APPROVED:
Annabelle H. Aguilf, CMC ichard D. O' Brien
City Clerk Mayor
Attachments:
1. Proposed Annexation Language — Exhibit A
2. Land Use and Compatibility Matrix- Exhibit B
3. Mixed Use Survey- Exhibit C
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CC Resolution No. 2014- 011
EXHIBIT A
The section entitled " Geographic Focus" on Page IMP -11 of the 2005- 2025 General Plan will be revised to read as follows. Additions to the existing section are noted in italics and deletions are noted with strikethr- eugh.
Geographic Focus
For All new growth areas ( areas outside the existing City Limits as of January 1, 2007), the majority of new urban development in the Riverbank Planning Area shall only occur as a result of a specific plan. This General Plan provides guidance for all land use change in the City' s Planning Area, including important guidance for the preparation and adoption of specific plans to address new growth areas.
In general, three different geographic areas arc to be addressed by futurc specific plans ( sec Figure IMPLEMENT 1):
1. Southwest Riverbank: south of Patterson Road and west of Oakdale Road
2. Northwest Riverbank: north of Patterson Road and west of the existing developed City
3. East Riverbank: areas, cast, northeast, and southeast of the City limits as of January 1, 2007.
specific planning process.
The City will consider Planning Area Boundaries only ifthey meet the following criteria:
1. The Planning Area is physically contiguous to the existing City limit boundary.
2. Specific Plan areas shall generally be approximately two hundred ( 200) acres. Smaller specific plan areas shall be considered and allowed subject to City Council approval.
3. A specific plan may encompass a small area if the City finds that it will constitute a significant portion of a distinct and cohesive neighborhood and will otherwise correlate with planning, installation, andfinancing ofinfrastructure for the specific plan.
4. Require preparation and approval of a specific plan for each future growth and annexation area to direct comprehensive and orderly planning. In this regard each property owner is required to pay their fair share of the expenses associated with the specific plan effort including CEQA documents.
5. The Specific Plan can demonstrate that facilities, services and infrastructure are adequate to serve proposed annexations in accordance with city standards.
6. Rights ofway, utilities, and agricultural buffers shall be included within the specific plan boundary.
Attachment to: CC Resolution No. 2014- 011
EXHIBIT A
7. In order to ensure connectivity to the existing city, arterial and collector streets shall be designed, and sufficient rights ofway reserved, to comply with the Circulation Element of the 2005- 2025 General Plan.
8. A single specific plan covering the designated area will be required prior to any project approvals in that area. Development and funding of the specific plan will be the responsibility ofthe landowner( s) or authorized development representative.
9. Specific plans within new growth areas shall be prepared consistent with the " Specific Plan Content" requirements identified on Page IMP -12 ofthe 2005- 2025 General Plan.
10. New development in specific plan areas shall not be approved unless there is infrastructure in place or planned including an acceptable financing strategy to support growth.
11. City should not consider the annexation of new territory unless or until substantial progress has been made for the previous annexation and/ or plan area of approximately 50% built. Meaning that the land is improved beyond vacant parcels. The City, through City Council action, shall consider the progress made for previous annexations/ plan areas when considering and allowingfor new annexations/ plan areas.
Prior to the initiation of a specific plan, an Application to Initiate a Specific Plan shall be reviewed and approved by the City Council. Such Application shall include thefollowing:
1. A completed Uniform Application Form;
2. Description ofthe proposed project;
3. A vicinity map, showing the proposed specific plan area, relationship to the City' s City Limits and Sphere of Influence, and areas within one ( 1) mile of the property or properties;
4. A location map, showing the planning area and all exterior property lines within 300 feet ofthe specific plan area;
5. The existing homes or structures, addresses and assessor parcel numbers for the properties shown on the location map, listedfrom the latest assessor' s roll;
6. The existing land use and proposed land use ( General Plan and Zoning) designations, densities, and acreage as shown on the location map;
7. A statement ofthe relationship between the proposed specific plan area with the adopted General Plan; and
8. A Pre -Annexation Funding Agreement.
Upon approval by the Riverbank City Council, preparation ofthe specific plan, and its contents, shall comply with this Implementation Chapter ofthe General Plan.
Attachment to: CC Resolution No. 2014- 011
City of Riverbank
General Plan and Zoning Matrix
February 24, 2014
EXHIBIT " B"
City of Riverbank 2005- 2025 General Plan
General Plan Land Use Classification Density Compatible Zone District Clustered Rural Residential ( RR)
Lower - Density Residential ( LDR)
Medium -Density Residential ( MDR)
Higher -Density Residential ( HDR)
Community Commercial ( CC)
0. 2 - 1 du/ net ac County Estate Zoning
Max 8 du/ net ac R- 1, Single Family Residential
PD, Planned Development
8- 16 du/ net ac R- 2, Duplex Residential
PD, Planned Development
Min. 16 du/ net ac R- 3, Multiple Family Residential
PD, Planned Development
FAR 0. 3 C- 1, Neighborhood Commercial
C- 2, General Commercial
CM, Commercial - Industrial
Industrial/ Business Park ( I/ BP) N/ A CM, Commercial - Industrial M- 1, Light Industrial
M- 2, Heavy Industrial
Mixed Use ( MU)
Parks ( P)
Infill Opportunity Area ( IOA)
Buffer/ Greenway/ Open Space ( B/ G/ OS)
18 du/ net ac CX - 1, Mixed Use
Multi - Use Recreation/ Resource Management ( MUR/ R)
Ag Resource Conservation
Civic
Any Zone District
Public/ Open Space
Plain,
Public,
No Zoning
Public and Quasi Public
Reserve Overlay
Attachment to CC Resolution No. 2014- 011
Exhibit " C": Mixed Use Survey
City of River
February 24, 2014
APN ADDRESS ACRES 2005- 2025
GENERAL PLAN LAND
USE DESIGNATION
PROPOSED
ACTION ( GENERAL PLAN LAND
USE DESIGNATION)
074- 005- 052 2119 Patterson Rd 1. 158 MU CC - Community Commercial 074- 005- 053 6411 Oakdale Rd 0. 797 MU CC - Community Commercial 074- 021- 004 6345 Oakdale Rd 0. 760 MU CC - Community Commercial 074- 021- 075 0 Oakdale Rd 2. 717 MU CC - Community Commercial 074- 021- 076 2120 Patterson Rd 0. 524 MU CC - Community Commercial 074- 021- 077 6331 Oakdale Rd 1. 022 MU CC - Community Commercial 074- 021- 078 6333 Oakdale Rd 0. 753 MU CC - Community Commercial 075- 004- 046 6607 Callander Ave 0. 216 MU CC - Community Commercial 075- 007- 008 2367 Patterson Rd 0. 294 MU CC - Community Commercial 075- 007- 036 0 Estelle Ave 0. 817 MU CC - Community Commercial 075- 007- 039 0 Estelle Ave 0. 149 MU CC - Community Commercial 075- 007- 040 2369 Patterson Rd 1. 076 MU CC - Community Commercial 075- 007- 042 6443 Estelle Ave 1. 358 MU CC - Community Commercial 075- 008- 029 2525 Patterson Rd 8. 011 MU CC - Community Commercial 075- 008- 031 2505 Patterson Rd 0. 300 MU CC - Community Commercial 075- 008- 032 2401 Patterson Rd 0. 742 MU CC - Community Commercial 075- 008- 033 2421 Patterson Rd 2. 085 MU CC - Community Commercial 075- 009- 015 6505 Callander Ave 0. 981 MU CC - Community Commercial 075- 009- 046 2754 W Sierra St 1. 042 MU CC - Community Commercial 075- 009- 048 2773 Patterson Rd 0. 609 MU CC - Community Commercial
Attachment to: CC Resolution No. 2014- 011
Exhibit " C": Mixed Use Survey February 24, 2014
075- 009- 049 2761 Patterson Rd 0. 514 MU CC - Community Commercial 075- 009- 050 2707 Patterson Rd 0. 456 MU CC - Community Commercial 075- 009- 051 2701 Patterson Rd 0. 537 MU CC - Community Commercial 075- 009- 052 2673 Patterson Rd 0. 349 MU CC - Community Commercial 075- 009- 053 2667 Patterson Rd 0. 317 MU CC - Community Commercial 075- 009- 054 2661 Patterson Rd 0. 325 MU CC - Community Commercial 075- 009- 055 2641 Patterson Rd 0. 952 MU CC - Community Commercial 075- 009- 071 2603 Patterson Rd 1. 170 MU CC - Community Commercial 075- 011- 002 2300 Patterson Rd 0. 747 MU CC - Community Commercial 075- 011- 003 2318 Patterson Rd 0. 491 MU CC - Community Commercial 075- 011- 005 2372 Patterson Rd 0. 525 MU CC - Community Commercial 075- 011- 033 0 Patterson Rd 5. 858 MU CC - Community Commercial 075- 011- 034 2406 Patterson Rd 7. 677 MU CC - Community Commercial 075- 011- 047 2200 Patterson Rd 0. 797 MU CC - Community Commercial 075- 011- 048 2256 Patterson Rd 0. 915 MU CC - Community Commercial 075- 011- 049 0 Patterson Rd 0. 915 MU CC - Community Commercial 075- 011- 050 2240 Patterson Rd 1. 581 MU CC - Community Commercial 075- 011- 051 2224 Patterson Rd 1. 641 MU CC - Community Commercial 075- 011- 052 2202 Patterson Rd 0. 987 MU CC - Community Commercial 075- 026- 040 6436 Oakdale Rd 2. 891 MU CC - Community Commercial 075- 026- 041 0 Patterson Rd 0. 989 MU CC - Community Commercial
Attachment to: CC Resolution No. 2014- 011
Exhibit " C": Mixed Use Survey February 24, 2014
075- 026- 042 0 Patterson Rd 1. 069 MU CC - Community Commercial 075- 026- 043 2225 Patterson Rd 1. 029 MU CC - Community Commercial 075- 026- 044 2213 Patterson Rd 0. 783 MU CC - Community Commercial 075- 026- 045 2201 Patterson Rd 1. 068 MU CC - Community Commercial 075- 043- 051 2572 Patterson Rd 0. 484 MU CC - Community Commercial 075- 043- 052 6331 Jackson Ave 0. 256 MU CC - Community Commercial 075- 043- 054 2560 Patterson Rd 1. 079 MU CC - Community Commercial 075- 043- 068 2536 Patterson Rd 3. 508 MU CC - Community Commercial 075- 043- 069 2542 Patterson Rd 1. 111 MU CC - Community Commercial 132- 047- 077 3952 Patterson Rd 4. 272 MU
MDR - Medium Density
Residential
132- 051- 007 2906 Patterson Rd 0. 444 MU CC - Community Commercial 132- 051- 034 2836 Patterson Rd 0. 310 MU CC - Community Commercial 132- 051- 035 2808 Patterson Rd 1. 557 MU CC - Community Commercial Total Acres* 73. 015
Total Number of Sites: 54
2005 - 2025 General Plan
LDR
MDR
HDR
CC
I / BP
MU
CIVIC
Low Density Residential
Medium Density Residential
Higher Density Residential
Community Commerical
Industrial/ Business Park
Mixed Use
Public and Quasi Public
Attachment to: CC Resolution No. 2014- 011
Staff Report 4.1
Meeting of August 4, 2026 Riverbank Planning Commission Page 1 of 13
CITY OF RIVERBANK
PLANNING COMMISSION
STAFF REPORT
ITEM NO: 4.1 August 4, 2026
APPLICATION: River Walk Specific Plan (Department File No. 20-0026). Planning Commission consideration of recommendations to the City Council concerning the Final Environmental Impact Report, General Plan Amendment, River Walk Specific Plan, pre-zoning, Sphere of Influence expansion, Municipal Services Review update, annexation and Development Agreement.
CEQA: Final Environmental Impact Report, State Clearinghouse No. 2021060098.
The Final EIR identifies significant and unavoidable environmental effects, mitigation measures, alternatives and a Mitigation Monitoring and Reporting Program.
PROJECT PLANNERS: Joshua E. Mann, Director of Community Development APPLICANT: River Walk, LLC (authorized representative: Matthew Arnaiz) EIR CONSULTANT: De Novo Planning Group (Steve McMurtry) ACRONYMS: CEQA - California Environmental Quality Act
DA - Development Agreement
DEIR - Draft Environmental Impact Report
FEIR - Final Environmental Impact Report
GPA - General Plan Amendment
LAFCo - Local Agency Formation Commission
MMRP - Mitigation Monitoring and Reporting Program
MSR - Municipal Services Review
NEV - Neighborhood Electric Vehicle
RWSP - River Walk Specific Plan
SOI - Sphere of Influence
ATTACHMENTS: A - Final River Walk Specific Plan, dated May 15, 2025 (weblinks in blue) B - Draft Environmental Impact Report, Volume I and Draft Environmental Impact Report, Volume II, dated January 31, 2024
C - Final Environmental Impact Report, Volume I and Final Environmental Impact Report, Volume II, dated June 2026
D - CEQA Findings of Fact and Statement of Overriding Considerations E - Resolution recommending Certification of the FEIR and Approval of CEQA Findings of Fact, Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program for the General Plan Amendment and RWSP
F - Resolution recommending approval of RWSP General Plan Amendment
G - Resolution recommending approval of the RWSP and Draft Ordinance amending the Riverbank Municipal Code by prezoning the subject properties Specific Plan #4 (SP-4)
H - Resolution recommending that the City Council authorize Staff to submit an Annexation Application to Stanislaus County LAFCo
Staff Report 4.1
Meeting of August 4, 2026 Riverbank Planning Commission Page 2 of 13 I - Annexation Alternatives for Application to Stanislaus County LAFCo J - Resolution recommending that the City Council Adopt an Ordinance to Approve and Authorize Execution of a Development Agreement for the River Walk Specific Plan Project
K - Resolution of the Planning Commission Recommending that the City Council Deny the River Walk Project
I. PROJECT SUMMARY
A. Project Location and Planning Boundaries
The River Walk Project is in unincorporated Stanislaus County adjacent to the City of Riverbank. The Project is generally north of Patterson Road/State Route 108, east of McHenry Avenue, south of the Stanislaus River and approximately two miles northwest of downtown Riverbank.
The Final EIR evaluates an overall Project Area of approximately 1,522 acres. This is the proposed SOI Expansion Area and includes land designated Reserve. Within that larger area, the RWSP covers approximately 997.18 acres and 22 parcels. The approximately 997-acre Specific Plan Area is proposed for annexation, pre-zoning and development. Land within the larger SOI Expansion Area but outside the Specific Plan Area is not proposed for annexation or development as part of the current action.
The Final EIR uses several defined boundaries: the SOI Expansion Area encompasses the entire 1,522-acre Project Area; the Specific Plan Area encompasses the approximately 997 acres proposed for annexation and development; and the Berghill Boundary identifies portions of the Specific Plan Area controlled by the project applicant.
B. Existing Conditions
Existing uses are predominantly agricultural and include almond, walnut and cherry orchards, row crops, irrigated and fallow land. The Project Area also contains rural residences and accessory structures, a horse ranch, commercial nursery, truck storage, an approximately 150-acre solar facility and the Modesto Rifle Club. MID canals, drainage facilities, agricultural irrigation improvements, a bluff and an older levee are important site features.
The Specific Plan Area contains 22 parcels and 17 residential buildings. The portion of the SOI Expansion Area outside the Specific Plan Area contains 39 parcels and 22 residential buildings. The existing City limits are east of the Project, and the Specific Plan Area is outside the existing City limits and adjacent to the City's existing SOI.
C. Proposed Development Program
The RWSP is a long-range mixed-use plan intended to guide development over approximately 15 to 20 years. It provides conventional and age-restricted residential neighborhoods, mixed-use commercial areas, a community core, a private active-adult clubhouse, parks, a trail system, open space, drainage facilities, roadways and public utilities.
Component Acres Final plan / environmental envelope
Residential villages 555.90 Up to 2,432 units: 1,550 LDR, 702 MDR and 180 HDR Mixed Use 67.71 Commercial, office, service, retail, clubhouse and residential options, subject to the cumulative Project cap
Park 43.34 Public park and recreation uses
Bluff, ditch, river park
and dual-use basin 202.65 Buffer, greenway, open space, trail and drainage functions
Staff Report 4.1
Meeting of August 4, 2026 Riverbank Planning Commission Page 3 of 13 Component Acres Final plan / environmental envelope
Reserve 64.21 Agricultural or reserve use pending any future approvals Rights-of-way 63.37 Roadway and circulation facilities
Total 997.18 2,432-2,682 dwelling units and 341,000-836,000 square feet of nonresidential Mixed-Use development
Source: Final River Walk Specific Plan, Table 4.1.1, as informed by the Final EIR and Errata.
The Final EIR evaluates the environmental impacts associated with a maximum of 2,682 dwelling units within the approximately 997-acre Specific Plan Area. Accordingly, the proposed RWSP and related approval documents limit total residential development to no more than 2,682 dwelling units. This total includes up to 2,432 units within the 18 residential villages, consisting of 1,550 LDR units, 702 MDR units and 180 HDR units, together with residential development permitted within the Mixed-Use areas.
The RWSP allows units to be transferred among villages and parcels to provide flexibility as individual development plans are prepared. These transfers do not create additional residential development capacity. All transfers and adjustments must remain within the applicable density ranges, satisfy the criteria established by the RWSP and may not cause total development within the Specific Plan Area to exceed 2,682 dwelling units. Transfers affecting more than 30 percent of the unit allocation assigned to a transferring or receiving parcel require Planning Commission review.
The Final Specific Plan and Final EIR also identify a nonresidential Mixed-Use program ranging from approximately 341,000 to 836,000 square feet. The ultimate combination of residential and nonresidential uses within the Mixed-Use areas may vary, provided the total development remains within the land-use program and environmental impact analysis approved for the Project. Any future proposal to exceed the 2,682-unit residential limit or the maximum nonresidential development analyzed in the Final EIR would require City consideration of the necessary land-use amendments and evaluation under CEQA to determine whether additional environmental review is required.
D. Requested Actions & Future Approvals
This Project requires a sequence of actions by the Planning Commission, City Council, Stanislaus LAFCo and City staff. At the current hearing, the Planning Commission acts in an advisory capacity and may recommend approval, recommend approval with modifications, or recommend denial. The City Council is the final City decision-making body for the Final EIR and the requested legislative landuse entitlements. The City Council may also authorize the City to submit SOI and annexation applications to LAFCo. LAFCo is an independent agency and is the final decision-making body for the proposed SOI amendment and annexation. Approval of these actions would establish the planning, zoning and environmental framework for River Walk but would not authorize subdivision of the property or construction. Individual development phases would require additional applications and approvals.
Actions Currently Requested
The Planning Commission is being asked to make recommendations to the City Council regarding the following actions:
1. Certify the EIR and adopt the CEQA Findings of Fact, Statement of Overriding Considerations and MMRP
2. Approve a General Plan Amendment addressing the proposed land-use designations and circulation changes within the Project Area
3. Adopt the River Walk Specific Plan
4. Pre-zone the approximately 997-acre Specific Plan Area to the River Walk Specific Plan zoning designation. The pre-zoning would become effective upon annexation
Staff Report 4.1
Meeting of August 4, 2026 Riverbank Planning Commission Page 4 of 13
5. Approve a Development Agreement between the City and River Walk, LLC
6. Authorize submission of an application to Stanislaus LAFCo for amendment of the City’s SOI, together with an updated MSR, plan for services and other supporting materials required by LAFCo
7. Authorize submission of an application to Stanislaus LAFCo for annexation of the approximately 997-acre Specific Plan Area
If the City Council approves these actions, the City would submit the SOI amendment and annexation applications to LAFCo. LAFCo may approve, condition, modify or deny the applications. City approval of the Project would not guarantee LAFCo approval.
Potential Future Actions and Approvals
Approval of the current actions would not authorize immediate development or construction. As individual phases are proposed, the Project may require the following additional actions and approvals:
1. A comprehensive infrastructure phasing plan addressing water, wastewater, drainage, circulation, parks, trails and other required facilities
2. An NEV transportation plan
3. Vesting tentative subdivision maps, parcel maps and final maps
4. Subdivision improvement plans and agreements
5. Formation of an infrastructure CFD and formation of, or annexation to, a services and maintenance CFD
6. Water-supply verification and other utility-capacity determinations for individual development phases
7. Architecture and site plan review, design review and any required conditional use permits
8. Grading plans, encroachment permits, improvement permits and building permits
9. Additional permits or approvals from Stanislaus County, Caltrans, MID and other agencies with jurisdiction over affected roads, utilities, waterways or infrastructure Each future application would be reviewed for consistency with the General Plan, RWSP, Development Agreement, MMRP and the development program analyzed in the Final EIR. A future proposal that exceeds the approved development envelope or results in new or substantially more severe environmental effects would be evaluated under CEQA to determine whether additional environmental review is required.
II. CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) REVIEW
A. Environmental Review Process
The City is the lead agency under CEQA. The City circulated the Notice of Preparation beginning June 4, 2021 and held a public scoping meeting on June 17, 2021. Twenty-nine agency, organization and individual comments were received during the NOP process and considered in preparing the Draft EIR.
The City released the Draft EIR and Notice of Availability on January 31, 2024. The public review period was extended through May 16, 2024 to accommodate Spanish translation, distribution and review of additional technical information and requests for additional review time. The Draft EIR was available for 106 days, compared with the normal 45-day EIR review period.
The City held an informational public presentation on February 27, 2024. A joint City Council and Planning Commission workshop was held July 9, 2025. No formal action was taken at either meeting.
The City received 11 agency comment letters and 69 citizen comment letters on the Draft EIR. The
Staff Report 4.1
Meeting of August 4, 2026 Riverbank Planning Commission Page 5 of 13 Final EIR, released in June 2026, includes the Draft EIR, comments, responses, errata and the final MMRP.
B. Final EIR
The Final EIR incorporates the Draft EIR, comments received during the public review period, written responses to those comments, revisions to the environmental analysis and the final MMRP. Together, these materials constitute the environmental document the City will consider when acting on the Project.
At this current stage, the Planning Commission serves in an advisory capacity and does not certify the Final EIR. If the Commission recommends approval of the Project, it would also recommend that the City Council certify that the Final EIR was completed in compliance with CEQA, was presented to and reviewed by the Council before project approval and reflects the City's independent judgment and analysis, consistent with CEQA Guidelines section 15090.
C. Significant and Unavoidable Effects
The proposed CEQA findings identify the following categories of Project-level or cumulative impacts as significant and unavoidable after feasible mitigation. Approval of the Project would therefore require the City Council to adopt a Statement of Overriding Considerations under CEQA Guidelines section 15093.
1. Aesthetics and visual character, including cumulative degradation of regional visual character.
2. Conversion of Important Farmland, including approximately 661.33 acres of Prime Farmland, 165.80 acres of Farmland of Statewide Importance and 27.16 acres of Unique Farmland, totaling approximately 854.29 acres, and the cumulative loss of agricultural resources.
3. Greenhouse gas emissions, conflict with applicable greenhouse-gas reduction planning and cumulative climate-change effects.
4. Construction noise, traffic noise at existing receptors, shooting-range noise at new sensitive receptors and cumulative noise exposure.
5. Physical effects of agricultural conversion associated with park and recreational facility construction and use, including cumulative effects.
6. Conflicts involving multimodal circulation policies, vehicle miles traveled, transportation safety and cumulative VMT effects.
7. Construction or expansion of wastewater, water and stormwater facilities and cumulative effects on those utility systems.
D. Impacts Reduced to Less Than Significant
The EIR identifies mitigation measures that reduce other potentially significant effects to less-thansignificant levels. These measures address agricultural compatibility, air quality and toxic air contaminants, biological resources, cultural and tribal resources, geology and soils, hazards and hazardous materials, hydrology and water quality, vibration and utility capacity. If the Project is approved, the City must adopt and enforce these measures through the MMRP and applicable conditions, agreements, maps, plans and permits.
Agricultural mitigation requires permanent conservation at a 1:1 ratio or payment of qualifying in-lieu fees consistent with the City's Sustainable Agricultural Strategy and applicable LAFCo agriculturalpreservation policy. The Final EIR determines that this mitigation offsets some effects but does not eliminate the significant and unavoidable conversion of Important Farmland.
E. Alternatives
The EIR evaluates four alternatives: No Project/No Build, Increased Density, Lower Density and No Reserve. The No Project alternative would avoid most development impacts and is environmentally superior. Under CEQA, when the No Project alternative is environmentally superior, the EIR must identify another environmentally superior alternative. The EIR identifies the Lower Density alternative as the environmentally superior development alternative.
Staff Report 4.1
Meeting of August 4, 2026 Riverbank Planning Commission Page 6 of 13 The proposed CEQA findings conclude that the alternatives would not achieve the Project purpose and objectives to the same degree as the proposed Project or are otherwise infeasible based on landuse, policy, housing, economic and planning considerations. Those conclusions are proposed findings for the City Council and are not predetermined by this staff report.
F. Findings, Statement of Overriding Considerations and MMRP If the City Council approves the Project, Public Resources Code sections 21081 and 21081.6 and CEQA Guidelines sections 15091, 15093 and 15097 require written findings, adoption of all feasible mitigation, a statement explaining why identified Project benefits outweigh significant unavoidable effects and a program to monitor implementation of mitigation.
The proposed Statement of Overriding Considerations identifies housing supply and age-restricted housing, employment and economic activity, infrastructure investment, support for retail activity, tax revenue and long-term fiscal benefits as Project benefits. Whether those benefits outweigh the significant unavoidable effects is a policy determination for the City Council. The Planning Commission may make a recommendation on that determination.
G. Relationship to Future Development
The EIR analyzes full buildout of the Specific Plan at a project level where sufficient detail is available and at a program level for less-defined portions. Future applications that are consistent with the approved RWSP, General Plan and analyzed environmental envelope may rely on the certified EIR to the extent allowed by CEQA. The City must conduct subsequent environmental review when a later proposal exceeds the analyzed development envelope, causes new or substantially more severe impacts, or otherwise triggers additional review under CEQA. The RWSP also prohibits exceptions, deviations and unit transfers from increasing total unit counts or nonresidential square footage beyond the approved maximum.
III. LAND USE AND BOUNDARY ACTIONS
A. General Plan Amendment
The City’s 2005–2025 General Plan, adopted in 2009, established the long-range land-use framework for the Project Area. The General Plan anticipated substantial future growth northwest of the existing City and identified this area for a combination of residential, mixed-use, civic, open-space, agriculturalconservation and Reserve uses. It also anticipated that a specific plan would be prepared for large future growth areas to define the location and character of development and establish the infrastructure, public services, financing and implementation measures necessary to support that development. Accordingly, the River Walk Project does not introduce an entirely new growth concept into an area that the General Plan left unplanned. It provides more detailed planning for an area already identified for potential urban development and long-range City planning.
Within the approximately 997-acre Specific Plan Area, the existing General Plan applies Agricultural Resource Conservation Area, Buffer/Greenway/Open Space, Civic, Clustered Residential/Reserve, Lower Density Residential, Medium Density Residential, Higher Density Residential and Mixed-Use designations. These designations were established at a general planning level and do not account in detail for rights-of-way, drainage facilities, topography, the Stanislaus River and bluff, canals or other site constraints. The Final EIR estimates that the residential designations shown on the existing General Plan could theoretically accommodate approximately 4,702 dwelling units if developed at the maximum densities calculated on gross acreage. This figure represents planning capacity rather than an approved or reasonably anticipated development program.
The proposed GPA would refine and redistribute the existing designations to correspond with the more detailed River Walk land-use plan. The amendment would increase the area designated for Lower Density Residential development, reduce or relocate portions designated for Medium and Higher Density Residential development and adjust the location and acreage of Mixed-Use development. It would also separately identify parks, dual-use park and drainage basins, the river and bluff corridors,
Staff Report 4.1
Meeting of August 4, 2026 Riverbank Planning Commission Page 7 of 13 canal buffers, open space, Reserve land and roadway rights-of-way. The Final EIR characterizes these changes as largely a reshuffling of previously established land uses to address topography, access, drainage, infrastructure and other engineering considerations and to provide a more coordinated community design.
Although the proposed map redistributes the General Plan designations, the RWSP proposes a substantially lower residential program than the theoretical maximum capacity of the existing General Plan. The RWSP provides for approximately 2,432 to 2,682 dwelling units. The GPA would also refine or relocate certain roadways identified in the General Plan Circulation Element so the circulation network corresponds with the Specific Plan’s village layout, access points and infrastructure plan.
The approximately 525 acres within the larger SOI Expansion Area but outside the Specific Plan Area would not be annexed or developed as part of the current Project. Those lands would remain designated Reserve. The Reserve designation does not authorize a particular urban use or guarantee future development. Any future development proposal would require separate land-use entitlements, public hearings, infrastructure and service planning, fiscal review and environmental review under CEQA. Approximately 64 acres within the Specific Plan Area would also remain designated Reserve under the proposed land-use plan.
Because a specific plan must be consistent with the General Plan, the City Council would need to adopt the GPA before or concurrently with adoption of the RWSP. In making its recommendation, the Planning Commission should consider whether the proposed redistribution of land uses and refinement of the circulation network remain consistent with the General Plan’s broader goals for orderly growth, housing, community design, mobility, infrastructure, fiscal sustainability, parks and open-space protection.
B. River Walk Specific Plan and Pre-Zoning
Government Code sections 65450 through 65457 authorize preparation and adoption of specific plans.
The RWSP establishes the land-use plan, development standards, circulation network, utility framework, parks and open-space program, design guidelines, financing concepts and administration procedures for the approximately 997-acre Specific Plan Area.
The approximately 997-acre Specific Plan Area would be pre-zoned to the Specific Plan zoning designation. The pre-zoning would not take effect as City zoning until LAFCo approves annexation.
Following annexation, the RWSP would govern development within the Plan Area and would supersede otherwise applicable zoning provisions where the RWSP establishes a specific standard.
C. Sphere of Influence, Municipal Services Review and Annexation The Project proposes to expand the City's SOI to encompass approximately 1,522 acres. The SOI establishes a long-range planning boundary and does not itself annex land or authorize development.
The approximately 997-acre Specific Plan Area is proposed for annexation. The remaining land in the SOI Expansion Area would remain unincorporated and is not proposed for development through the current action.
LAFCo has independent authority over the SOI amendment and annexation and will consider logical boundaries, agricultural and open-space impacts, service capacity, water supply, fiscal effects and consistency with LAFCo policy. The City must provide an updated MSR or other service information required by LAFCo, a plan for services, pre-zoning, environmental documentation and boundary exhibits. City approval would authorize submittal but would not predetermine LAFCo's decision. At the time of the Council hearing, the Council may consider alternative annexation scenarios for the 997- acre Specific Plan Area. Such alternatives are included as attachments and the Planning Commission may consider offering a recommendation on the available options.
D. Development Agreement
Government Code sections 65864 through 65869.5 authorize a city to enter into a development agreement with a person having a legal or equitable interest in real property. A development agreement is a legislative contract that may vest specified development rights in exchange for
Staff Report 4.1
Meeting of August 4, 2026 Riverbank Planning Commission Page 8 of 13 negotiated obligations and public benefits. The Planning Commission makes a recommendation on the DA. The City Council may approve the DA by ordinance, approve it with revisions accepted by both parties or decline to approve it.
The DA is between the City of Riverbank and River Walk, LLC. It defines the Developer Property as approximately 769 gross acres within the approximately 997-acre Specific Plan Area. The overall Project also includes a proposed SOI amendment covering approximately 1,522 acres. The DA would apply to the Developer Property and would establish the rights and obligations governing its development.
The DA preserves the City’s authority to review subsequent discretionary applications, impose lawful conditions, conduct required public hearings and undertake any additional environmental review required by CEQA. The City may also withhold processing or approval of subsequent applications when the Developer is not complying with the Project approvals or DA, has unpaid fees or reimbursements, or when additional information is required under CEQA.
The following items summarize important provisions included in the Development Agreement (DA):
Topic Current June 2026 working draft
Parties / property City of Riverbank and River Walk, LLC. The DA defines the Developer Property as approximately 769 gross acres within the approximately 997-acre Specific Plan Area.
Effective date /
annexation
Effective on the DA ordinance's effective date. The DA becomes null and void if annexation is not completed within five years.
Term 20 years, with five-year extensions when the Developer has installed at least $10 million in public infrastructure before each extension; maximum cumulative term of 35 years.
Vested rights
Vests development under the Project Approvals and Subsequent Approvals, subject to stated exceptions for state and federal law, building codes, other agencies, health and safety emergencies, and other DA provisions.
Phasing A comprehensive infrastructure phasing plan must be accepted as complete before any tentative or parcel map application is filed or processed.
Infrastructure
Developer is obligated to construct the identified backbone water, wastewater, roadway, storm-drainage, park, trail, buffer, greenway and open-space facilities, subject to City review and acceptance.
Regarding wastewater, the provision identifies that 225 equivalent dwelling units can go forward before the planned backbone conveyance improvements have been installed for future development of the plan area, subject to analysis to verification of capacity and safety.
Buffer/Greenway Area
Along Stanislaus River
There is an area designated as “buffer/greenway/open space” along the northern boundary of the plan area and adjacent to the Stanislaus River. The developer is agreeing at their cost to design and construct amenity improvements in this area, such as public access, recreation, connectivity, trailhead improvements, signage, and benches. Designs and plans will be approved by the Community Development Director.
Financing / services
Allows an infrastructure CFD and requires a new services and maintenance CFD or annexation to CFD 2016-01. The draft states that City general funds and bonding capacity are not obligated.
Fees / credits
The Citywide SDF schedule will be set at the first residential building permit, then increased annually by the City’s standard index for impact fees. The developer will be required to install nearly all of the backbone infrastructure and parkland required for development, and it is expected many of the fee obligations will be offset by direct construction.
In addition, a public benefit fee is included for the City’s discretionary use. Public Benefit Fees are proposed at $1,750 per LDR/MDR unit and $500 per HDR unit. This equates to approximately $4 million dollars collected by the City through full buildout of the project.
Staff Report 4.1
Meeting of August 4, 2026 Riverbank Planning Commission Page 9 of 13 Topic Current June 2026 working draft
Administration
Annual compliance review; assignment with City consent; major amendments require Council approval, while defined minor amendments and operating memoranda may be approved administratively.
Source: Draft River Walk Development Agreement. Terms remain subject to revision and City Council action.
IV. MAJOR PLAN COMPONENTS
A. Housing, Community Core and Age-Restricted Development The RWSP organizes residential development into 18 villages offering a range of detached and attached housing products. These may include single-family homes, accessory dwelling units, duplexes, courtyard and cluster housing, townhomes, condominiums, apartments, senior apartments, assisted-living facilities and memory-care facilities.
The Final Specific Plan identifies Villages C through O (a total of 13 villages) for age-restricted activeadult development. Villages A, B and P through R are not identified as age restricted. The DA establishes a contractual age restriction for Village C and Villages F through O (a total of 11 villages).
In those villages, households must include at least one resident who is 55 years of age or older, subject to applicable law and exceptions for other qualified residents. The age restrictions would be implemented through recorded restrictions and CC&Rs that include age-verification procedures.
Villages D and E are identified as age restricted in the Specific Plan but are not included among the villages contractually restricted by the DA.
The community core is intended to serve as the primary gathering place for River Walk. It would include the private active-adult clubhouse, parks and recreational amenities, small-scale retail and service uses and potential higher-density housing. Additional Mixed-Use areas along Patterson Road would accommodate neighborhood- and visitor-serving commercial uses, offices, services and residential uses permitted by the RWSP.
B. Circulation and Mobility
The RWSP establishes a circulation network of arterial, collector and local streets, with primary connections to Patterson Road and McHenry Avenue. The plan also includes bicycle and pedestrian facilities, the River Walk Trail and an NEV network serving the active-adult portion of the community.
Final roadway alignments, improvement timing and design details would be established through tentative maps, improvement plans and coordination with the City, Stanislaus County and Caltrans.
The Final EIR identifies significant and unavoidable impacts related to vehicle miles traveled and conflicts with applicable multimodal transportation policies. It also identifies mitigation addressing safety conditions on State and local transportation facilities. Operational congestion and level-ofservice information is included to support transportation planning, although level of service is no longer considered an environmental impact under CEQA.
The DA assigns the Developer responsibility for specified roadway improvements. These include widening and frontage improvements along approximately 2,640 feet of Patterson Road, construction of the Coffee Road project entrance, related Coffee Road improvements, a new traffic signal at Patterson Road and Coffee Road, internal collector streets, required rights-of-way and utility relocation. Additional traffic analysis, mitigation measures and fair-share contributions may be required as individual development phases are reviewed under the MMRP and subsequent approval process.
C. Water, Wastewater and Storm Drainage
The DA makes the Developer responsible for constructing the water infrastructure needed to serve River Walk. The identified improvements include three new wells, a two-million-gallon water storage tank and booster pump, two pressure-regulating stations, 12-inch transmission mains and related facilities. Improvements would be installed in phases based on approved engineering studies and the