City Council / Local Redevelopment Authority / Public Financing Authority
October 13, 2026

River Walk Development Agreement

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

River Walk Development Agreement

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

River Walk Development Agreement

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

River Walk Development Agreement

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

River Walk Development Agreement

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:

River Walk Development Agreement

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

River Walk Development Agreement

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

River Walk Development Agreement

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

River Walk Development Agreement

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

River Walk Development Agreement

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: ______________________

River Walk Development Agreement

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

River Walk Development Agreement

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

Item 10.1. - CC / LRA – 10/13/2026

RIVERBANK CITY COUNCIL / LRA BOARD
AGENDA ITEM NO. 10.1.

SECTION : PUBLIC HEARING
Meeting Date: 10/13/2026
Subject: Public Hearing to Consider an Interim Urgency Ordinance Extending the Temporary Moratorium on the Approval of New Land Use Applications for Data Centers for 10 Months and 15 Days and Issuance of Written Report.

From: Marisela H. Garcia, City Manager
Submitted by: Marisela Garcia, City Manager

RECOMMENDATION
It is recommended that the City Council:

1. Adopt, by at least a four-fifths (4/5) vote of the City Council, Interim Urgency Ordinance No.

XXX, Extending Interim Urgency Ordinance No. 2026-004 for an additional 10 months and 15 days through September 7, 2027; and

2. Receive and issue the written report describing the measures the City has taken to alleviate the conditions that led to the adoption of Interim Urgency Ordinance No. 2026-004, as required by Government Code section 65858(d).

SUMMARY
On September 8, 2026, the City Council adopted Interim Urgency Ordinance No. 2026-004 pursuant to Government Code section 65858. Ordinance No. 2026-004 imposed a 45-day temporary moratorium on the approval of new land use applications for data centers. The ordinance was adopted by unanimous vote of the City Council and took effect immediately. Ordinance No. 2026-004 will expire on October 23, 2026, unless extended.

STRATEGIC PLAN
While this item is not directly related to the City's Strategic Plan, it does advance the City Council's Core Values of Transparency and Responsiveness.

BACKGROUND
The City Council adopted a temporary moratorium on September 8, 2026 in response to an increase in the development of large-scale data centers driven by demand for cloud computing and artificial intelligence. Data centers can impose significant impacts related to energy consumption, water, wastewater, land use, air emissions, noise, infrastructure demands, environmental quality and community aesthetics.

The Riverbank Municipal Code (“RMC”) does not currently regulate data centers as a land use.

However, under the existing code, a data center may apply as an unlisted land use in the M-2 Heavy

Item 10.1. - CC / LRA – 10/13/2026
Industrial zone or within the LRA Specific Plan area. City regulations provide no standards identifying the impacts that must be addressed or the conditions that may be required for a data center development.

The temporary moratorium preserves the status quo while the City evaluates the potential impact of data centers and determines whether amendments to the RMC are warranted. That evaluation remains underway and cannot be completed before Ordinance No. 2026-004 expires.

DISCUSSION
A. Requirements to Extend Temporary Moratorium.

Government Code section 65858 authorizes the City Council to extend the temporary moratorium established by Ordinance No. 2026-004 for an additional 10 months and 15 days, provided the following requirements are satisfied:
• Timing: The extension must be adopted before Ordinance No. 2026-004 expires on October 23, 2026.
• Notice and Public Hearing: The extension may be adopted only after notice is provided pursuant to Government Code section 65090 and a public hearing is held. Notice of the hearing on this item was published in a newspaper of general circulation as required by Section 65090.
• Vote: Adoption of the extension requires an affirmative vote of at least four-fifths (4/5) of the City Council.
• Findings: The City Council must find that there is a current and immediate threat to public health, safety, or welfare, and that the approval of additional use permits, building permits, subdivisions, variances, or other entitlements for data center development would result in that threat, within the meaning of Government Code section 65858(c). The proposed ordinance includes these findings.
• Written Report: At least 10 days before the expiration of an interim ordinance or any extension, the City Council must issue a written report describing the measures taken to alleviate the conditions that led to its adoption. The report must be issued by October 13, 2026. Attachment 2 fulfills this requirement.
• Duration: The first extension may remain in effect for up to 10 months and 15 days. The City Council may adopt one additional extension of up to one year, but the combined duration of the interim ordinance and all extensions may not exceed two years.

The proposed ordinance is the first extension of Ordinance No. 2026-004. If adopted, the moratorium will remain in effect through September 7, 2027. The City Council would retain authority to consider one further extension of up to one year, if warranted.

B. The City's Basis to Extend the Temporary Moratorium.

Although the City has begun studying data center development and potential regulation, that work remains ongoing. The City has not yet adopted regulations sufficient to address or mitigate the potential impacts of data center development.

Accordingly, data center development continues to pose a current and immediate threat to the public health, safety, and welfare of the City because of potential impacts on energy consumption, water,

Item 10.1. - CC / LRA – 10/13/2026
wastewater, land use, air emissions, noise, infrastructure demands, environmental quality and community aesthetics. Approval of data centers before the City completes its study and adoption of appropriate regulations would result in that threat by allowing such impacts to occur without standards tailored to addressing them.

The conditions that led to the adoption of Ordinance No. 2026-004 continue to exist. In particular:
• Development impacts. Data center development may result in significant impacts related to energy and water consumption, land use, air emissions, noise, infrastructure demands, environmental quality, and community aesthetics. The RMC does not presently contain standards addressing those impacts.
• Vesting Risk. Absent an extension, applications for data center land uses could be submitted, processed, and approved, and rights could vest, under the existing RMC standards before the City completes its study and adopts tailored regulations. • Ongoing Study. The regulatory work described in the attached written report is underway but cannot be completed and adopted before October 23, 2026. The additional 10 months and 15 days are needed to complete the technical analysis, prepare draft regulations, and present them to the City Council for approval.

For these reasons, the extension is necessary to preserve the status quo while the City completes its review and considers regulations intended to address the identified threats posed by data center development.

Additionally, since the passage of the temporary moratorium, the Governor signed a seven-bill package requiring data center developers to disclose projected electricity and water use before local approval and to pay for the grid and water-system upgrades their projects need. The bills also end CEQA categorical exemptions for data centers, with streamlined review available only for projects meeting state energy- and water-conservation standards.

This new legislation changes the framework for local review of data center proposals, and much of it is not yet operational at the state level as the new state laws generally take effect January 1, 2027.

The City needs time to understand how to incorporate these requirements into its local regulations and to allow the State to promulgate additional standards for implementation. This extension will provide the City time to monitor this emerging state legislation and regulatory requirements that may affect the local review and approval of data center projects.

C. Written Report on Measures Taken to Alleviate the Conditions Leading to the Temporary Moratorium
Government Code Section 65858(d) requires the City Council to issue, by October 13, 2026, a written report describing the measures taken to alleviate the conditions that led to the adoption of the temporary moratorium. The attached report describes the City’s actions to date to evaluate and address the threats posed by data center development within the City.

FINANCIAL IMPACT
The extension of the temporary moratorium on data centers will impose ongoing procedural requirements on the City, including preparation of required reports, publication and notice of public hearings, and preparation of future agenda items for City Council consideration. Compliance with these requirements will require staff time and related administrative expenses.

Item 10.1. - CC / LRA – 10/13/2026

ATTACHMENTS

1. Ordinance_Data Center Temporary Moratorium Extension

2. Status Report_Data Center Moratorium Extension

CITY OF RIVERBANK
ORDINANCE NO. XXX

AN INTERIM URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

RIVERBANK EXTENDING THE TEMPORARY MORATORIUM ON DATA CENTERS ESTABLISHED BY ORDINANCE NO. 2026-004 FOR 10 MONTHS AND 15 DAYS PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 65858
WHEREAS, on September 8, 2026, the City Council of the City of Riverbank adopted Interim Urgency Ordinance No. 2026-004 imposing a temporary moratorium on the approval of new land use applications for data centers to allow for the evaluation of public health impacts associated with data center development and additional land use regulations for data centers; and
WHEREAS, the City Council adopted Ordinance No. 2026-004 in accordance with California Government Code section 65858 to protect the City and its residents, businesses, and visitors from the current and immediate threat to the public health, safety, and welfare posed by data center development under the City’s current zoning standards; and
WHEREAS, Ordinance No. 2026-004 expires on October 23, 2026, unless extended, and Government Code section 65858 permits the City Council to extend it for 10 months and 15 days after a noticed public hearing; and WHEREAS, on October 13, 2026, the City Council held a duly noticed public hearing on this extension and issued the written report required by Government Code section 65858(d); and
WHEREAS, the conditions that led to the adoption of Ordinance No. 2026-004 continue to exist. The Riverbank Municipal Code still contains no standards addressing the water, energy, wastewater, noise, and infrastructure impacts of data centers, and absent an extension, data center projects could be approved and rights could vest under existing regulations; and
WHEREAS, since the adoption of Ordinance No. 2026-004, the Governor signed a seven-bill package of data center legislation, which, among other things, requires data center developers to disclose projected electricity and water use before approval; requires developers to pay for the electrical grid and water-system upgrades their projects need; and eliminates CEQA categorical exemptions for data centers, with streamlined environmental review available only for projects that meet state energy and water conservation standards; and

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WHEREAS, this new state legislation changes the framework for review of data center proposals, is largely not yet operational because it generally does not take effect until January 1, 2027, its implementation will depend in part on additional standards the State adopts, and the City requires additional time to understand how these requirements will affect the local review and approval of data center projects and incorporate them into regulations; and
WHEREAS, the City Council desires to extend Ordinance No. 2026-004 for 10 months and 15 days, for the City to continue to evaluate public health impacts and additional land use regulations for data center development within the City, and to account for new state legislation and regulatory requirements governing data center development.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RIVERBANK DOES ORDAIN AS FOLLOWS:

SECTION 1. This Ordinance is adopted pursuant to Government Code § 65858, and other applicable law and extends Interim Urgency Ordinance No. 2026-004.

SECTION 2. Findings. The City Council finds as follows:

1. The City Council incorporates by reference the recitals set forth above and the findings set forth in Ordinance No. 2026-004 as though fully set forth herein. The conditions described in those findings continue to exist.

2. Data center development continues to pose a current and immediate threat to the public health, safety, and welfare by causing significant impacts related to energy consumption, water, wastewater, land use, air emissions, noise, infrastructure demands, environmental quality, and community aesthetics. Approval of a data center project could materially reduce City services available to serve residents, businesses, and other existing and planned uses.

3. Since adoption of Ordinance No. 2026-004, the City has undertaken the measures described in the written report issued pursuant to Government Code section 65858(d). That review remains ongoing and additional time is necessary to consider and adopt any amendments the City Council determines are warranted.

4. The State has enacted new legislation governing data center development. These new state laws generally take effect on January 1, 2027, and their implementation will depend in part on additional standards to be promulgated by the State.

Additional time is necessary for the City to monitor these emerging state requirements, evaluate how they affect the local review and approval of data center projects, and ensure that any local regulations the City adopts are consistent with and complementary to the new state framework.

5. Without an extension of the temporary moratorium, the City may be required to approve a data center project before completing studies and adopting the

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regulations necessary to evaluate and mitigate potentially significant impacts.

Such development could adversely affect the City’s ability to provide essential public services.

6. Extension of the temporary moratorium is necessary to protect the City and its residents, businesses, and visitors from the potential public health, safety, and welfare impacts associated with data center land uses. This extension will provide the City with sufficient time to complete its study of those impacts and to prepare comprehensive regulations governing the location, design, operation, water and energy use, infrastructure requirements, and other development standards applicable to such uses, and to coordinate those regulations with the new state legislation governing data centers. Adoption of this Ordinance is authorized by Government Code section 65858 and by the City’s police power under article XI, section 7 of the California Constitution.

7. Based on these findings and the evidence in the record, including the staff report accompanying this interim ordinance, the City Council finds that there is a current and immediate threat to the public health, safety, and welfare of the City, and that the approval of additional land use entitlements for data centers, including conditional use permits, building permits, or other applicable approvals required under the Riverbank Municipal Code, would result in that threat to the public health, safety, and welfare, within the meaning of Government Code section 65858(c).

SECTION 3. California Environmental Quality Act.

The City Council finds that adoption of this Urgency Ordinance is exempt from environmental review under the California Environmental Quality Act (Public Resources Code section 21000 et seq.; “CEQA”) pursuant to CEQA Guidelines section 15061(b)(3).

The Ordinance extends a temporary moratorium on the approval of new land-use applications for data centers while the City studies potential regulatory amendments. It does not authorize any development, approve any land-use entitlement, or result in any physical change to the environment. Accordingly, it can be seen with certainty that adoption of the Ordinance will not have a significant effect on the environment.

SECTION 4. Extension of Moratorium.

The moratorium imposed by Ordinance No. 2026-004 is hereby extended. Section 4 of Ordinance No. 2026-004, including the definition of "data center" in subsection (a) and the prohibition in subsection (b), shall remain in full force and effect for the duration of this Ordinance, including any extension thereof.

This Ordinance extends Ordinance No. 2026-004 for an additional 10 months and 15 days. The moratorium shall therefore remain in effect through September 7, 2027, and shall thereafter be of no further force or effect unless further extended in accordance with Government Code section 65858. Pursuant to Government Code section 65858, not more than one additional extension, for a period of one year, may be adopted.

4906-6621-2053, v. 5
SECTION 5. Effective Date.

This Ordinance shall take effect immediately upon adoption pursuant to Government Code sections 36937 and 65858 because it is necessary for the immediate preservation of the public peace, health, safety, and welfare. This Ordinance shall be adopted by at least a four-fifths vote of the City Council.

SECTION 6. Report.

Pursuant to Government Code § 65858, the City Manager, or designee, must prepare a report for City Council consideration describing the measures taken to address the conditions which led to adoption of this Ordinance. This report must be provided to the City Council so that it may be considered and issued not later than 10 days before this Ordinance expires.

SECTION 7. Publication
The City Clerk shall certify to the passage of this Ordinance and shall cause this Ordinance or a summary thereof to be printed once within fifteen (15) days after its adoption in a newspaper of general circulation, published and circulated in the City of Riverbank.

SECTION 8. Severability.

If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this ordinance, or any part thereof, is for any reason held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this ordinance or any part thereof. The city council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or phrase be declared unconstitutional or invalid.

This Ordinance was adopted by at least a four-fifths vote at a regular meeting of the City Council of the City of Riverbank held on the 13th day of October, 2026, by the following vote:

AYES:

NAYS:

ABSENT:

ABSTAINED:

ATTEST: APPROVED:

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_________________________ __________________________
Gabriela Hernandez Rachel Hernandez
City Clerk Mayor
APPROVED AS TO FORM:
___________________________
Tom P. Hallinan
City Attorney

DATE: October 13, 2026
TO: Honorable Mayor and City Council Members
FROM: Marisela H. Garcia, City Manager
SUBJECT: Written Report Pursuant to Government Code section 65858: Measures Taken to Alleviate Conditions Which Led to Adoption of Urgency Ordinance No. 2026-004 This report is submitted in accordance with Government Code section 65858(d), which requires a written report describing the measures taken to alleviate the threat to the public health, safety, or welfare caused by the potential development of a data center within the City that led to the adoption of a temporary moratorium.

BACKGROUND:

On September 8, 2026, City Council adopted Urgency Ordinance No. 2026-004, establishing a 45-day moratorium on the approval of applications for data center developments in the City of Riverbank (“City”).

The moratorium was enacted in response to growing concerns regarding:
• The absence of data center regulations in the Riverbank Municipal Code, which leaves the City without standards for evaluating data center land use applications or imposing appropriate mitigation measures;
• The threats posed by data center utility consumption to infrastructure capacity and reliability;
• The potential effects of data center operations on land use, air emissions, noise, environmental quality, and community aesthetics;
• The potential public health impacts associated with data center development and operations; and
• The concerns data centers raise with respect to City services and public safety generally.

MEASURES TAKEN TO ADDRESS CONDITIONS THAT LED TO ADOPTION OF THE URGENCY

ORDINANCE
Since the adoption of Interim Urgency Ordinance No. 2026-004, City staff has undertaken the following measures to address the conditions which led to adoption of the moratorium:

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1. Review of Existing Regulations: Staff has conducted additional review of Title 15 of the Riverbank Municipal Code, as well as other titles that would regulate potential data centers within the City.

2. Research of Best Practices: Staff has reviewed regulatory approaches adopted or proposed by other local agencies to address the effects of data centers on infrastructure, utilities, and public health and safety. Staff has also reviewed emerging guidance from planning and local government organizations on data center regulation.

3. Zoning Analysis: Staff has begun evaluating zoning approaches for regulating data centers within the City, including methods for defining data center use and metrics for classifying facilities.

4. State Legislation: Staff has begun reviewing the data center legislation1 signed on September 21, 2026, to evaluate how the new state requirements for water and energy disclosure, infrastructure cost recovery, and CEQA review will affect local regulation. These new laws take effect January 1, 2027, and their implementation will depend in part on additional standards the State adopts.

5. Legal Review. Staff has also consulted with the City Attorney's Office on potential regulatory approaches to ensure that any proposed regulations will be legally defensible and consistent with state law.

An extension would allow staff to complete the work described above and bring permanent regulations to the City Council for consideration. Over the coming months, staff intends to finish its analysis of how data centers could affect the City, weigh the available regulatory tools, and give residents, businesses, and other interested parties further opportunities to share their views. Staff will also monitor implementation of the new state data center legislation, which generally takes effect January 1, 2027, and ensure that any recommended amendments are consistent with and complementary to the new state framework. Based on that work, staff will return with recommended amendments to the Municipal Code, which may include a definition of data center use, development and design standards, and a permitting and review process tailored to these facilities.

If the moratorium lapses before permanent regulations are in place, the City would have no standards for reviewing data center applications and data center projects could be approved, and rights could vest under the City’s existing regulations. Staff therefore recommends that the City Council adopt an extension to the temporary moratorium on 1 Stats. 2026, chs. 434–440 (Assem. Bills Nos. 1577, 2383, 2469, 2619; Sen. Bills Nos. 886, 887, 1168), all approved September 21, 2026.

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data centers. The extension would give staff the time needed to complete its review and prepare regulatory options, and it would give the Council the chance to guide that work before the moratorium ends.

Item 11.1. - CC / LRA – 10/13/2026

RIVERBANK CITY COUNCIL / LRA BOARD
AGENDA ITEM NO. 11.1.

SECTION : NEW BUSINESS
Meeting Date: 10/13/2026
Subject: Approval of a Conditional Award of Up to $1,500,000 in Affordable Housing Development Funding to Stanislaus Equity Partners for the Paradise Village Permanent Supportive Housing Project (APN 075-010-065), and Authorization for the City Manager to Negotiate a Regulatory and Funding Agreement.

From: Marisela H. Garcia, City Manager
Submitted by: Marisela Garcia, City Manager

RECOMMENDATION
Staff recommends that the City Council:

1. Receive a presentation from Stanislaus Equity Partners (STEP) regarding the proposed Paradise Village Permanent Supportive Housing Project;

2. Approve, by Minute Order, a conditional award of up to $1,500,000 in affordable housing development funding to STEP for the Paradise Village Project, subject to the conditions set forth in the City's Notice of Conditional Award dated August 24, 2026;

3. Authorize the City Manager, in consultation with the City Attorney, to negotiate a Regulatory and Funding Agreement with STEP consistent with the conditions of the Notice of Conditional Award; and

4. Direct staff to return the final Regulatory and Funding Agreement to the City Council for approval prior to any disbursement of City funds.

SUMMARY
In response to the City's Notice of Funding Availability (NOFA) for Affordable Housing Development, STEP submitted a proposal to construct seven (7) Permanent Supportive Housing (PSH) units, known as Paradise Village, on a 0.5-acre portion of a 2.25-acre parcel on Ward Avenue directly behind 2730 Patterson Road (the Lucky House Restaurant site). Following staff review, the City Manager issued a Notice of Conditional Award on August 24, 2026 selecting the Project for a conditional award of up to $1,500,000. The conditional award expressly reserves final approval to the City Council and does not commit any City funds. Tonight's action would ratify the City's selection of the Project, satisfy the Council-approval and project-presentation conditions of the Notice, and authorize the City Manager to negotiate the Regulatory and Funding Agreement that will govern the award.

STRATEGIC PLAN
This item is directly related to the City Council's Strategic Plan Goal to "Foster Attainable Housing" which includes a Strategy to "Work with builders for attainable housing programs."

Item 11.1. - CC / LRA – 10/13/2026

BACKGROUND
Funding Source and NOFA
In 2024, the City received a $2,000,000 State allocation designated for the development of Interim and Permanent Supportive Housing. The City used $500,000 towards the completion of the Sierra House, a facility designed to assist our unhoused population. With the remaining funds, the City issued a Notice Of Funding Availability (NOFA) for an Affordable Housing Development and evaluated proposals on responsiveness, alignment with City affordable housing goals, proposed affordability, development team capacity, financial feasibility, project readiness, and anticipated community benefit.

Prior City Action on the Proposed Project Site
The 2.25-acre parent parcel (APN 075-010-065), owned by Paradise Village, LLC, was previously entitled for a Permanent Supportive Housing community of up to forty (40) detached micro-home units (formerly referred to as the "Lucky House" or "Micro-Home Village" project) through Architectural and Site Plan Review ASPR 09-2023 (Dept. File #23-0026), heard by the Planning Commission in June 2024. Prior to entitlement, the property owner mailed notices to more than 500 surrounding residents. As this project was proposed on an In-fill lot, the project was categorically exempt from CEQA Guidelines based on Section 15332, Exemption for In-fill Development Projects. The seven-unit Paradise Village phase is proposed as the initial implementation of the approved plan.

Notice of Conditional Award
On August 24, 2026, the City Manager notified STEP of the City's preliminary selection of the Project and conditional award of up to $1,500,000. The Notice states that it is not a contract, loan commitment, notice to proceed, or authorization to incur reimbursable costs, and that no funds are committed until the conditions are satisfied, the City Council approves the award, and a Regulatory and Funding Agreement is executed. STEP's written acceptance of the conditional award was received on August 25, 2026.

PROJECT DESCRIPTION
Applicant and Development Team
STEP is a 501(c)(3) nonprofit Community Development Corporation founded in 2021 and headquartered in Stanislaus County. According to its proposal, STEP was launched with $5 million in seed capital from Stanislaus County and philanthropic partners, has leveraged over $15 million in additional capital, and has developed seven affordable rental developments totaling 46 units. STEP reports that it and its leadership are registered and active in SAM.gov with no findings of debarment or exclusion, and that it is in good standing with the California Secretary of State and Attorney General's Registry of Charitable Trusts. The Project is structured as a partnership among the following entities:

Entity Role
Stanislaus Equity Partners
(STEP)
Applicant and developer; will ground-lease the site from the owner and own the capital improvements.

Paradise Village, LLC Site owner; will ground-lease the 0.5-acre parcel to STEP; has contributed approximately $300,000 in predevelopment costs on the parent parcel Stanislaus County
Behavioral Health and
Recovery Services (BHRS)
Master-lessee; will place clients in all seven units, provide on-site case management and wrap-around services, and subsidize full rents

Item 11.1. - CC / LRA – 10/13/2026
Stanislaus County
Affordable Housing
Corporation (StanCo)
Property manager; owns or manages more than 250 units; staff include taxcredit and HUD-certified compliance specialists Faith Home Adult and Teen
Challenge / Stanislaus
County Affordable Housing
Manufacturing Facility
(Ceres)
Off-site manufacturing of the units through a social-enterprise workforce training program with Volt Institute, Valley Build, Stanislaus County Workforce Development, and CA EDD
Key STEP personnel include Jessica Filbrun, Esq., CEO/President (project executive); Doris Daniel Brima, MBA, Chief Financial Officer; and Joel Mendoza, Senior Housing Coordinator (project manager, 75% dedicated). Senior consultants include Stanley Keasling (former CEO, Rural Community Assistance Corporation, 40+ years of affordable housing experience), Steve Madison, and Kevin Allen (KW Allen Group). Mid-Valley Engineers is providing civil engineering.

Site and Unit Program
Item Description
Location Ward Avenue, Riverbank, directly behind 2730 Patterson Road; APN 075-010- 065
Site 0.5-acre parcel to be created by a parcel split from the 2.25-acre parent parcel; currently vacant, flat, no structures, easements, or encroachments Unit count 7 detached one-story micro-home cottages (wood-framed manufactured construction on slab foundations)
Unit mix 5 one-bedroom/one-bath units (approx. 450 sq. ft.); 2 two-bedroom/one-bath units (approx. 600 sq. ft.), one of which will be ADA-compliant Target population BHRS clients at risk of homelessness, including individuals and small families who are housing cost-burdened or facing displacement
Affordability All 7 units rent-restricted for very-low-income households at or below 50% of Area Median Income; 55-year minimum affordability period required by the City Site improvements Grading, on-site storm drainage, sewer and water connections, and a loop road with parking
Environmental Phase I Environmental Site Assessment (Nelson Enviro, LLC) recommended no further assessment; not in a flood zone; no sensitive habitat or cultural resources identified
Future phases Remaining parent parcel intended for an additional 25 to 33 affordable units in later phases (not part of this award)
The site is within walking distance of transit stops on Patterson Road, Star Market (0.3 mi), Riverbank Community Health Center (0.3 mi), Stanley Park (0.7 mi), Crossroads Elementary (0.8 mi), and the Riverbank Public Library (1.0 mi).

Proposed Schedule
STEP's proposal indicates the entitlement process is complete and identifies the following milestones. Under Condition 8 of the Notice, STEP will be required to submit a City-approved development schedule, which staff will use to monitor progress.

Item 11.1. - CC / LRA – 10/13/2026
Target Date Milestone
Summer 2026 Finalize parcel split of 0.35-0.65-acre site and complete NEPA and CEQA Environmental Review
Fall 2026 Building permits submittal, City Regulatory Agreement Negotiation, Conduct Neighborhood Workshop
Q4 2026 – Q2 2027 Site infrastructure: grading, storm drainage, sewer and water connections, loop road and parking,
Construction of units begins at off-site manufacturing facility Fall 2027 Placement of manufactured units on site, complete final inspections, Certificate of Occupancy, and Lease-Up

FINANCING PLAN
STEP's proposal identifies the following sources for Phase One. Other than the City's award, the predevelopment contributions, and the owner's backstop commitment, these sources are not yet committed. Condition 5 of the Notice requires STEP to submit updated, City-approved sources and uses, a development budget, operating pro forma, and cash-flow projections, supported by documentation of all material financing assumptions, before the Regulatory and Funding Agreement is finalized.

Source Amount Status (per Applicant)
City of Riverbank – Affordable Housing
Development funding (this action)
$1,500,000 Conditional award; subject to Council
approval and executed agreement
BHRS capital grant Up to $550,000 To be requested; Letter of Intent for master lease received
Stanislaus County Permanent Local
Housing Allocation (PLHA)
$114,300 (or
remaining gap)
Application anticipated for 2026 allocation,
expected Fall 2026; Applicant reports prioryear application Stanislaus County HOME
Consortium
$1,409,929 Committed
Total identified sources $3,574,229
Paradise Village, LLC predevelopment
(parent parcel land, engineering,
entitlements)
$300,000 Previously Expended on the full 2.25-acre
parcel
The City's request represents the single largest source of identified Phase One sources. STEP reports that its budget assumptions were derived from its comparable seven-unit James Street PSH project in Modesto, also serving BHRS clients, and were reviewed by its senior consultants.

Operating costs were estimated with StanCo based on comparable properties. STEP's 20-year cash flow projects positive net cash flow in every year, using 2.5% annual rent growth against 3% annual expense growth, with BHRS subsidizing full rents under the master lease. Staff notes that the operating model depends on the BHRS master lease and rent subsidy, which is currently at the Letter of Intent stage and will need to be documented as a commitment under Condition 9.

CONDITIONS OF AWARD
The conditional award is subject to the twelve conditions set forth in the Notice of Conditional Award

Item 11.1. - CC / LRA – 10/13/2026
dated August 24, 2026 (Attachment 1), summarized below:

1. City Council review and approval of the funding award and authorization to negotiate and execute a Regulatory and Funding Agreement

2. Formal project presentation by the Applicant at a City Council meeting

3. Negotiation and execution of a Regulatory and Funding Agreement establishing the final award amount, permitted uses, disbursement requirements, affordability restrictions, reporting, default remedies, monitoring rights, and compliance obligations, approved by the City Council prior to disbursement

4. A community engagement strategy including a City-facilitated neighborhood meeting

5. Updated, City-approved project budget and financing plan with supporting documentation

6. A minimum 55-year affordability period for the assisted units

7. City acceptance of final project scope and prior written approval of any material change

8. A City-approved development schedule with key milestones and a demonstrated ability to expend City funds in a timely manner

9. Continued pursuit of all non-City sources and prompt notice of awards, denials, or gaps; City may reduce, revise, or rescind the reservation

10. Evidence of commercial general liability, automobile liability, and workers' compensation insurance meeting City requirements

11. Compliance with all applicable labor requirements, including State prevailing wage

12. No City obligation until a final Agreement is executed

STAFF ANALYSIS OF THE PROJECT
Staff recommends approval of the conditional award for the following reasons:
• Direct alignment with the funding source. The State allocation is designated for Permanent Supportive Housing, and the Project delivers PSH for very-low-income households at or below 50% AMI with wrap-around services and full rent subsidy, consistent with the City's Housing Element goals.
• Project readiness. The parent parcel is already entitled, a Phase I ESA is complete with no further action recommended, and the site is served by nearby utilities, transit, and services.

The Applicant projects occupancy within approximately 15 months. • Experienced operating partners. BHRS will provide tenant placement and case management, and StanCo, an established manager of income-restricted and supportive housing, will manage the property. STEP has delivered a comparable seven-unit BHRS-served project in Modesto.
• Foundation for future phases. Phase One establishes the infrastructure and partnership framework for the remaining 25 to 33 units contemplated on the main parcel.

FINANCIAL IMPACT
The recommended action authorizes a conditional award of up to $1,500,000 from the State allocation the City received for Permanent Supportive Housing. There is no impact to the General Fund. No funds will be disbursed until the Regulatory and Funding Agreement is approved by the City Council and executed, and all disbursement requirements in that Agreement are satisfied.

ATTACHMENTS

Item 11.1. - CC / LRA – 10/13/2026

1. Paradise Village_STEP_Notice of Conditional Award

2. Proposed Site

3. Paradise Village Application_Cover Letter

4. Paradise Village Application_Additional Information

CITY OF RIVERBANK
Administration Department
6707 Third Street, Riverbank, CA 95367
Phone: 209.863.7122 - Fax: 209.869.7100
August 24, 2026
Jessica Filbrun, Esq.

Chief Executive Officer/President
Stanislaus Equity Partners
Dear Ms. Filbrun:

The City of Riverbank is pleased to advise you that, following review of proposals submitted in response to the City’s Notice of Funding Availability for Affordable Housing Development, the City has selected Stanislaus Equity Partners (STEP) and the proposed Paradise Village for a conditional award of up to $1,500,000 in affordable housing development funding.

This conditional award reflects the City’s preliminary selection of the Project based on its responsiveness to the NOFA, including the Project’s alignment with City affordable housing goals, proposed affordability, development team capacity, financial feasibility, project readiness, and anticipated community benefit.

This letter is not a contract, loan commitment, notice to proceed, or authorization to incur reimbursable costs. No City funds are committed or available for disbursement until the conditions below have been satisfied, the City Council has approved the funding award as required, and the parties have executed a final Regulatory and Funding Agreement.

Conditional Award
The conditional award is subject to the following conditions:

1. City Council Review and Approval
The Project must be presented to the Riverbank City Council, and the City Council must approve the funding award and authorize negotiation and execution of a Regulatory and Funding Agreement.

2. Project Presentation
The Applicant shall make a formal presentation regarding the Project at a City Council meeting, as scheduled by the City.

3. Regulatory and Funding Agreement
Applicant and City must negotiate and execute a Regulatory and Funding Agreement. The agreement will establish, among other matters, the final award amount, permitted uses of funds, disbursement requirements, affordability

CITY OF RIVERBANK
Administration Department
6707 Third Street, Riverbank, CA 95367
Phone: 209.863.7122 - Fax: 209.869.7100
restrictions, reporting requirements, default remedies, monitoring rights, and compliance obligations. This Agreement must be approved by the City Council prior to any disbursement of funds.

4. Community Engagement Strategy
The Applicant shall work with City staff to conduct a neighborhood meeting to solicit public input regarding the proposed Project. The Applicant shall provide adequate notice, participate in the meeting, respond to questions and concerns, and work collaboratively with City staff on appropriate outreach materials and follow-up.

5. Updated Project Budget and Financing Plan
The Applicant shall submit updated and City-approved sources and uses, development budget, operating pro forma, cash-flow projections, financing commitments, and documentation supporting all material financing assumptions.

6. Affordable Housing Requirements
The Applicant shall agree to maintain the assisted units as affordable housing for a minimum period of 55 years, subject to the final terms of the Regulatory and Funding Agreement and any recorded affordability restrictions.

7. Project Scope and Material Changes
The final Project scope, including site, unit count, bedroom mix, affordability levels, target population, design, amenities, financing structure, development schedule, and management plan, must be acceptable to the City. The Applicant shall obtain prior written approval from the City for any material change to the proposal or Project.

8. Development Schedule
The Applicant shall submit and maintain a City-approved development schedule identifying key milestones for financing applications and awards, construction start, construction completion, lease-up, and stabilized occupancy. The Project must demonstrate a reasonable ability to proceed and expend City funds in a timely manner.

9. Funding Leverage
The Applicant shall continue to pursue all identified non-City financing sources and shall promptly notify the City of all funding awards, denials, material changes in financing terms, or anticipated financing gaps. The City may reduce, revise, or rescind the conditional reservation if the final financing structure materially differs from the proposal or is not feasible.

10. Insurance Requirements
Before execution of the Regulatory and Funding Agreement and throughout the required coverage period, the Applicant shall provide evidence of insurance meeting City requirements, including:
o Commercial general liability insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate, naming the City of Riverbank as an additional insured;

CITY OF RIVERBANK
Administration Department
6707 Third Street, Riverbank, CA 95367
Phone: 209.863.7122 - Fax: 209.869.7100
o Commercial automobile liability insurance, including non-owned and hired automobiles, of at least $1,000,000; and
o Workers’ compensation insurance as required by California law.

11. Labor Compliance
The Applicant shall comply with all applicable labor requirements. City-funded affordable housing projects will require payment of State prevailing wages.

12. No Obligation Until Final Agreement
The City retains the right to modify the amount or terms of the conditional reservation, decline to proceed with a final award, or terminate the conditional reservation if the conditions in this letter are not satisfied, if the Project materially changes, if funding is no longer available, or if the City determines that proceeding is not in the City’s best interest
Requested Response
Please confirm in writing by September 4, 2026 that Stanislaus Equity Partners accepts this conditional award and will work with the City to satisfy the conditions described above.

The City appreciates your interest in helping address Riverbank’s affordable housing needs. We look forward to working with your team through the next stages of the review, community engagement, and regulatory and funding agreement process.

Sincerely,
Marisela H. Garcia
City Manager

Lucky House
Proposed Site
APN
075-010-065

Cover Letter
Stanislaus Equity Partners (STEP) (501c3 Non-profit), as the applicant, in partnership with Paradise Village, LLC., is proposing to develop seven (7) Permanent Supportive Housing (PSH) units on 0.5-acres leased from Paradis Village, LLC. The parcel is a portion of a larger 2.25-acre parcel that Paradise Village, LLC., has secured entitlements on to develop up to forty PSH units.

The 0.5-acre parcel split has been planned to create a smaller parcel and achieve maximum density. STEP will lease the site from Paradise Village, LLC., per a ground lease and will develop the seven (7) units, with a Letter of Intent to master lease to BHRS who may place their clients in the units. The development will be managed by StanCo, a respected affordable housing manager, and wrap-around services to the residents.

STEP – Role: Developer and Applicant / Ground Lessee / Master Lessor Founded in 2021, STEP is the first and only nonprofit Community Development Corporation (CDC) in Stanislaus County. The organization was created to fill a critical gap in affordable housing, small business support, and access to capital in one of California’s most economically vulnerable regions. STEP was launched with $5 million in seed capital from Stanislaus County and philanthropic partners, and in less than four years has leverage that investment to secure over $15 million in additional capital and four owned properties committed or covenanted for long-tern affordability.

In the last five (5) years, STEP has developed seven (7) affordable rental housing developments, providing and operating a total of 46 units and housing over 235 community residents at risk for homelessness. STEP is spearheading creative housing and capital solutions throughout Stanislaus County, including the build out of a social enterprise to bring an affordable housing manufacturing facility to Ceres, CA in partnership with education and trade partners, like Volt Institute and Modesto Junior College, and Stanislaus County Workforce Development to produce affordable housing units locally. This partnership administers $1.91 million in state funds, through California Employment Development Department’s (CA EDD) Employer Social Enterprise Program.

Stanislaus Equity Partners (STEP) is a California nonprofit public benefit corporation in good standing with the California Secretary of State and fully compliant with all requirements of the California Attorney General’s Registry of Charitable Trusts. STEP holds a valid EIN and Unique Entity Identifier (UEI), enabling eligibility for federal contracting and grant awards, and is authorized to conduct business throughout the State of California. These registrations and certifications demonstrate STEP’s capacity to serve as a responsible steward of public resources and to execute affordable housing development projects in compliance with state and federal law. A California Secretary of State Certificate of Status, IRS Determination Letter, State of California Franchise Tax Board Entity Status Letter and DUNS number verification are included in the attachments to this proposal.

Mission – We mobilize communities, partnerships and investments through housing, small business services, and affordable lending to promote the wellbeing of all residents.

Length of Existence – STEP was Founded in 2021, in the last five years, STEP has developed seven affordable rental housing developments, providing and operating a total of 46 units and housing over 235 community residents at risk for homelessness. STEP is spearheading creative housing and capital solutions throughout Stanislaus County, including the build out of a social enterprise to bring an affordable housing manufacturing facility to Ceres, CA in partnership with education and trade partners, like Volt Institute and Modesto Junior College, and Stanislaus County Workforce Development to produce affordable housing units locally. This partnership administers $1.91 million in state funds, through California Employment Development Department’s (CA EDD) Employer Social Enterprise Program.

Staff Experience – STEP, its Board of Directors, and its executive leadership are all registered as active in the federal System for Award Management (SAM.gov) with no findings of debarment, suspension, or exclusion. Current SAM verification documentation is included in the attachments to this proposal. This ensures that STEP meets all federal requirements to receive HUD and state-administered funds and affirms the organization’s record of accountability and integrity in managing public investments.

STEP’s development team (comprised of their Chief Executive Officer, Chief Financial Officer, Senior Housing Coordinator, Administrator, Senior Consultants, and the Board of Directors) brings decades of collective experience in affordable housing, modular construction, workforce development, and community partnerships.

Key Representatives:

Jessica Filbrun, Esq., Chief Executive Officer / President (STEP) Project Leadership and Contract Execution
(209) 556-2541
[email protected]
• Jessica Filbrun is a CA licensed attorney. Serves as Project Executive and primary contact for the County. Oversees all aspects of the Project delivery, including funding coordination, partner management, and compliance with HOME and PLHA requirements. Jessica has more than a decade of experience in affordable housing and community development, with a record of leading complex partnerships across public, private, and nonprofit sectors.

Doris Daniel Brima, MBA, Chief Financial Officer (STEP) Financial Management, Reporting, Compliance
(209) 620-5121
[email protected]
• Doris Daniel Brima manages financial reporting, accounting, audit readiness, and compliance. Oversees disbursement and tracking of County funds, subaward monitoring, and adherence to state and federal requirements. Doris has extensive experience in nonprofit finance, HUD compliance, and multi-source funding management.

Joel Mendoza, Senior Housing Coordinator (STEP)
Project Management
(509) 961-6298
[email protected]
• Joel Mendoza is a newly hired Senior Housing Coordinator on behalf of STEP.

Mr. Mendoza worked for non-profit private developers for the last five years and co-owned a property management company. Acts as Project Manager responsible for coordination among contractors, consultants, and City staff.

Tracks development schedules, oversees construction draws, ensures documentation accuracy, and maintains communication with County staff.

Joel Mendoza is the new Senior Housing Coordinator for STEP. He has three years of experience as Housing Developer with his last employer, the Office of Rural and Farmworker Housing based out of Yakima Washington who serves all rural Washington State with Non-Profit Multi-family Affordable Housing Development.

During his experience with the Office of Rural and Farmworker Housing, he also led the development of a Community Center and Emergency Disaster Response Facility located in Okanogan Washington.

Joel also has over twenty years of experience as a Self-Employed Property Manager as well as Real Estate Construction and Rehabilitation Project Management. His experience involves acquiring, owning, and rehabilitating projects of similar size and sites. He has successfully completed ten rehabilitation projects and two new construction projects.

Joel’s current availability will be focusing the majority (75%) of his time on working on the Project. Joel will also utilize the Affordable Housing Project Consulting expertise of STEP Senior Consultants Stanley Keasling and Steve Madison.

Adriana Sanchez, Administrator (STEP)
Housing Coordination
(209) 505-2975

[email protected]
Clive Grimbleby, CPA, Board Chair and Senior Consultant (STEP) Retired Principal/Partner, Grimbleby Coleman & Associates Firm Leadership, Financial Accountability (209) 480-5498 [email protected]
Stanley Keasling, Senior Consultant (STEP)
Chief Executive Officer, Rural Community Assistance Corporation (916) 761-3717
[email protected]
• Stanley Keasling, has over 40 years of affordable housing development experience, including executive leadership with Self-Help Enterprises (SHE) and Rural Community Assistance Corporation (RCAC). He is currently a Project Management Consultant, working alongside STEP to provide technical support in the Project financing, construction phasing, and compliance management.

Stanley advises on housing development, affordable housing financing, construction management, reporting, procedures, and alignment with County and HUD requirements.

Steve Madison, Senior Consultant (STEP)
Executive Director, Stanislaus County Affordable Housing Corporation [email protected]
• Steve Madison is the Executive Director of Stanislaus County Affordable Housing Corporation. Madison has responsibility for managing the organization, including leading the effort to acquire, develop and maintain affordable housing projects. He has served as the executive director of STANCO for over 14 years.

Producing affordable housing requires funding from governmental and non-profit lenders. It requires the support of local governments and elected officials and willing contractors in the community. Collaboration is key and Madison appreciates the support from many to help STANCO achieve its mission. He is also currently a Project Management Consultant, working alongside STEP to provide technical support in project financing, construction phasing, and compliance management.

Paradise Village, LLC. – Role: Site Owner / Ground Lessor Paradise Village is the corporation operated by the Owners of the Lucky House, dedicated to land banking and the development of affordable housing units throughout Stanislaus County.

The Managing Member/Director of Paradise Village has many years of development and affordable housing operational experience, owns eleven (11) properties in Stockton, CA, and

operates nine (9) of these properties as affordable housing complexes in partnership with the San Joaquin Regional Housing Authority.

BHRS – Proposed Role: Client Placement and Master Lessee Stanislaus County BHRS is the county’s lead agency for behavioral health and recovery services, providing integrated mental health and substance use treatment programs for adults, older adults, children, and youth. BHRS’ mission is to provide and manage effective prevention and behavioral health services that promote wellness, resilience, and recovery, in partnership with the community.

StanCo – Role: Third-Party Property Manager
StanCo is a premier property management company of affordable housing across Stanislaus County. StanCo will provide long-term property management for the completed affordable units, including leasing, rent collection, income verification, annual recertification, compliance reporting, maintenance, and tenant relations. StanCo has extensive experience managing income-restricted properties and ensuring ongoing regulatory compliance with County, State, and HUD requirements.

StanCo Property Management Team Responsible for lease-up and long-term compliance once construction is complete. Staff include Certified Tax Credit Compliance Specialists and HUD-certified occupancy professionals who manage annual income recertifications, tenant relations, and property maintenance.

StanCo has decades of experience managing income-restricted properties and ensuring ongoing regulatory compliance with County, State, and HUD requirements.

StanCo has demonstrated a successful history in providing transitional and permanent supportive housing to individuals with mental health disabilities, as well as owning and operating housing units at rent below market rates for persons who meet certain income eligibility as required by various governmental regulatory agreements. More recently, StanCo has branched into providing housing and shelter program management services for various governmental agencies and currently owns or manages more than 250 units.

StanCo will provide administrative oversight of leasing activities. Full-time assigned manager(s) to supervise site 24/7, maintain approved STEP leasing documents and tenant files for all active residents, arrange for or provide property maintenance and repair, pest control and janitorial services. Maintain communication with all partner agencies and organizations, prepare written reports and incident reports to document unusual activities. Prepare units for occupancy prior to arrival of initial residents and as residents rotate through units. Disseminate and explain all program documents, rules, and other documents to residents. properly maintain tenancy records for clients and orient residents to units and facility amenities.

City of Riverbank
NOFA Proposal
Stanislaus Equity Partners (STEP) – Affordable Housing Development

1. Summary
Stanislaus Equity Partners (STEP) (501c3 Non-profit), as the applicant, in partnership with Paradise Village, LLC., Behavioral Health and Recovery Services (BHRS) (501c3 Nonprofit), Stanislaus County Affordable Housing Corporation (StanCo) (501c3 Non-profit) and Faith Home Adult and Teen Challenge (501c3 Non-Profit), is proposing to develop seven (7) Permanent Supportive Housing (PSH) units on 0.5-acres leased from Paradise Village, LLC. The parcel is a portion of a larger 2.25-acre parcel that Paradise Village, LLC., has secured entitlements on to develop up to forty PSH units. The 0.5-acre parcel split has been planned to create a smaller parcel and achieve maximum density. STEP will lease the site from Paradise Village, LLC., per a ground lease and will develop the seven (7) units, which will be master leased to BHRS who will place their clients in the units.

The development will be managed by StanCo, a respected affordable housing manager, and BRHS will provide wrap-around services to the residents, in addition to subsidies for the entire rent amount of all seven (7) units.

Over the past year, the City of Riverbank has shown strong support for the development and delivery of the Micro-Home Village – Project (formerly referred to as Lucky House), a forty-unit Permanent Supportive Housing (PSH) community located on the 2.25-acre site along Ward Avenue in Riverbank, California. The Project will provide safe, dignified, and affordable housing for families, and individuals at risk of homelessness. The Project will include detached micro homes featuring one-to-two-bedroom units with full kitchens, and community open space. The site, owned by Paradise Village, LLC., is positioned behind the long-standing Lucky House Restaurant and represents a community-driven effort led by local business owners dedicated to addressing the region’s affordable housing shortage.

The Project will also advance regional workforce and economic development objectives through a partnership with Stanislaus County’s Affordable Housing Manufacturing Facility, a social enterprise that works with Volt Institute, Valley Builders Exchange, Valley Build, Stanislaus County Workforce Development, and the California Employment Development Department (EDD) to train and employ local workers in the construction trades at the Faith Home Adult and Teen Challenge property located in Ceres, CA.

For the initial Phase One, STEP is requesting $1.5 million for the new construction of seven affordable housing units on a subdivided 0.5-acre parcel split of the full 2.25-acre site to meet the goals of maximum density and the goals of the City of Riverbank Housing Element. The Project (here in after, referred to as the “Project”) will also comply with the Stanislaus County Consolidated Plan, Community Development Block Grant program, and the HOME Investment Partnerships program.

In 2024, the City of Riverbank received the $1.5 million State allocation specifically designated for the development of Permanent Supportive Housing. The Project directly meets the priorities of that allocation by increasing the supply of housing for households at or below 80 percent of Area Median Income (AMI), facilitating affordability for lowerincome families and helping the city meet its regional housing needs.

STEP presents this project as a model for public-private partnership in affordable housing, combining local investment, regional coordination, and social enterprise innovation. STEP and its partners commit to the successful completion of the Project for this Micro-Home Village and to advancing long-term housing stability for the residents of Riverbank.

The Project will be named “Paradise Village,” and will consist of seven small detached affordable rental housing units designed to create an intimate, community-oriented environment. It is anticipated that all seven units will be rent-restricted for low-income households and will be designated for households earning very-low-income at or below 50% of the Area Median Income (AMI) to satisfy HOME and PLHA requirements. The development will target BHRS clients (individuals and small families) at risk of homelessness, including working households who are housing cost-burdened or facing displacement pressures. BHRS will provide placement and on-site case management services to all the tenants. The site design and supportive housing framework are intended to promote long-term housing stability and community integration.

Five of the units will be one-bedroom and one-bathroom, 450 square foot units. One of the units will be a two-bedroom and one-bathroom, 600 square foot unit. The last of seven units will be a two-bedroom and one-bathroom, 600 square foot Americans with Disabilities Act (ADA) unit.

Regarding the timeline of the Project, the development activities and timeline are estimated as follows:
• There should not be any hold up on the entitlement process, as the Project was previously entitled.
• July 2026: STEP is anticipating securing the full development capital needs of Phase One for the development of seven affordable permanent supportive housing units.
• September 2026: STEP will begin the parcel split to achieve max density for this phase of development from June through.
• October 2026: STEP expects permitting to be acquired. • June 2027: Infrastructure development starting with grading, implementation of onsite storm drainage, sewer and water connections to the city is expected to start as early as September of 2026 and be completed.

• June 2027: The construction of a full loop road with a couple entrances and parking spaces will be completed.
• June 2027: The start of construction completed. The Micro-Home Village Units will be built at an offsite Stanislaus County Affordable Housing Manufacturing Facility as mentioned above.
• August 2027: The placement of the manufactured homes on the site is expected to be completed.
• November 2027: Certification of Occupancy will be anticipated.

The property proposed for this new construction, located on Ward Ave., Riverbank CA 95367 (directly behind 2730 Patterson Rd., Riverbank CA 95367) also known as Assessor’s Parcel Number 075-010-065, is currently undeveloped vacant land with no structures present on the subject property. STEP and partners have completed an Environmental Phase I Site Assessment completed for this parcel and the results show no additional environmental assessment work recommended by Nelson Enviro, LLC at this time. The property is not located in a flood zone. There are no environmentally sensitive areas or species on the subject property, nor are there any cultural resources on the subject property.

As mentioned above, the proposed property will be split to create a 0.5-acre parcel to achieve maximum density for the seven units of affordable housing. The remaining, larger piece of the split will aim to develop an additional twenty-five to thirty-three units of affordable housing in additional phases.

2. Background / Applicant History

2.1 Property History
The proposed property was acquired by Paradise Village, LLC., on August 15, 2022, through a Quitclaim Deed. The property / Project has not submitted a request for City funding.

The proposed site will be leased to STEP which will act as the developer and applicant, by Paradise Village, LLC. (site-owner). STEP will own the capital improvements. STEP will then enter into a master-lease with BHRS, for placement of BHRS clients/tenants into the units. Under a Master Lease, BHRS will also subsidize all rents for the Project. The Project will secure StanCo for property management services.

2.2 Applicant Profile
STEP
Description of the Organization – Founded in 2021, STEP is the first and only nonprofit Community Development Corporation (CDC) in Stanislaus County. The

organization was created to fill a critical gap in affordable housing, small business support, and access to capital in one of California’s most economically vulnerable regions. STEP was launched with $5 million in seed capital from Stanislaus County and philanthropic partners, and in less than four years has leverage that investment to secure over $15 million in additional capital and four owned properties committed or covenanted for long-tern affordability.

Mission – We mobilize communities, partnerships and investments through housing, small business services, and affordable lending to promote the wellbeing of all residents.

Length of Existence – STEP was Founded in 2021, in the last five years, STEP has developed seven affordable rental housing developments, providing and operating a total of 46 units and housing over 235 community residents at risk for homelessness. STEP is spearheading creative housing and capital solutions throughout Stanislaus County, including the build out of a social enterprise to bring an affordable housing manufacturing facility to Ceres, CA in partnership with education and trade partners, like Volt Institute and Modesto Junior College, and Stanislaus County Workforce Development to produce affordable housing units locally. This partnership administers $1.91 million in state funds, through California Employment Development Department’s (CA EDD) Employer Social Enterprise Program.

Staff Experience – STEP, its Board of Directors, and its executive leadership are all registered as active in the federal System for Award Management (SAM.gov) with no findings of debarment, suspension, or exclusion. Current SAM verification documentation is included in the attachments to this proposal. This ensures that STEP meets all federal requirements to receive HUD and state-administered funds and affirms the organization’s record of accountability and integrity in managing public investments.

STEP’s development team (comprised of their Chief Executive Officer, Chief Financial Officer, Senior Housing Coordinator, Administrator, Senior Consultants, and the Board of Directors) brings decades of collective experience in affordable housing, modular construction, workforce development, and community partnerships.

Key Representatives:

Jessica Filbrun, Esq., Chief Executive Officer / President (STEP) Project Leadership and Contract Execution
(209) 556-2541
[email protected]

• Jessica Filbrun is a CA licensed attorney. Serves as Project Executive and primary contact for the County. Oversees all aspects of the Project delivery, including funding coordination, partner management, and compliance with HOME and PLHA requirements. Jessica has more than a decade of experience in affordable housing and community development, with a record of leading complex partnerships across public, private, and nonprofit sectors.

Doris Daniel Brima, MBA, Chief Financial Officer (STEP) Financial Management, Reporting, Compliance
(209) 620-5121
[email protected]
• Doris Daniel Brima manages financial reporting, accounting, audit readiness, and compliance. Oversees disbursement and tracking of County funds, subaward monitoring, and adherence to state and federal requirements. Doris has extensive experience in nonprofit finance, HUD compliance, and multi-source funding management.

Joel Mendoza, Senior Housing Coordinator (STEP)
Project Management
(509) 961-6298
[email protected]
• Joel Mendoza is a newly hired Senior Housing Coordinator on behalf of STEP.

Mr. Mendoza worked for non-profit private developers for the last five years and co-owned a property management company. Acts as Project Manager responsible for coordination among contractors, consultants, and City staff.

Tracks development schedules, oversees construction draws, ensures documentation accuracy, and maintains communication with County staff.

Adriana Sanchez, Administrator (STEP)
Housing Coordination
(209) 505-2975
[email protected]
Clive Grimbleby, CPA, Board Chair and Senior Consultant (STEP) Retired Principal/Partner, Grimbleby Coleman & Associates Firm Leadership, Financial Accountability (209) 480-5498 [email protected]
Stanley Keasling, Senior Consultant (STEP)
Chief Executive Officer, Rural Community Assistance Corporation (916) 761-3717
[email protected]

• Stanley Keasling, has over 40 years of affordable housing development experience, including executive leadership with Self-Help Enterprises (SHE) and Rural Community Assistance Corporation (RCAC). He is currently a Project Management Consultant, working alongside STEP to provide technical support in the Project financing, construction phasing, and compliance management.

Stanley advises on housing development, affordable housing financing, construction management, reporting, procedures, and alignment with County and HUD requirements.

Steve Madison, Senior Consultant (STEP)
Executive Director, Stanislaus County Affordable Housing Corporation [email protected]
• Steve Madison is the Executive Director of Stanislaus County Affordable Housing Corporation. Madison has responsibility for managing the organization, including leading the effort to acquire, develop and maintain affordable housing projects. He has served as the executive director of STANCO for over 14 years.

Producing affordable housing requires funding from governmental and non-profit lenders. It requires the support of local governments and elected officials and willing contractors in the community. Collaboration is key and Madison appreciates the support from many to help STANCO achieve its mission. He is also currently a Project Management Consultant, working alongside STEP to provide technical support in project financing, construction phasing, and compliance management.

Governance Experience / Profile
Methods for Reporting and Compliance:

STEP has established strong systems of reporting to ensure comprehensive reporting, compliance, and transparent accountability for all projects managed. It has managed local, state and federal contracts with 100% compliance success, including Workforce, Innovation, and Opportunity Act (WIOA), CALOSBA, U.S. Treasury, CDFI Fund Subcontractor funding, philanthropic sources, such as Sierra Health Foundation, and other fund sources. STEP continues to maintain tight financial transparency and reporting, policies for double and triple financial monitoring, dual signage, and compliance.

Financial & Administrative Oversight:

STEP maintains rigorous financial management policies, including regular reporting, thorough record-keeping, annual external audits, and clearly defined internal controls. Its Chief Administration Officer, with over 25 years of financial management experience, oversees daily accounting transactions, financial reviews, and adherence to contractual obligations.  STEP contracts

with Grimbleby Coleman & Associates to handle reconciliations and review and inputs of its accounting transactions, and submits double-reviewed transactions to a strong third party auditor (Atherton & Associates) for comprehensive financial oversight. Additionally, STEP’s Board of Directors maintains a Finance Subcommittee, comprised of three Board members, 1 of whom is a Certified Public Accountant (CPA) to provide bi-monthly financial oversight of STEP’s financial statements, audits, and fund contracts.

Compliance Monitoring:

STEP has established clear compliance protocols in line with federal, state, local, and philanthropic funding requirements. Regular compliance reviews, performance evaluations, and adherence to applicable building and regulatory standards are strictly enforced.

Grant & Contract Administration:

STEP employs a dedicated team focused on contract compliance, milestone tracking, budget oversight, and grant-reporting timelines, ensuring timely, accurate, and comprehensive submission of all required documentation and reports to funders and partners.

Characteristics of Board of Directors –
Board - STEP's Board is comprised of ten highly active, invested stakeholders in the community. The Board includes two Certified Public Accountants (CPAs), a licensed CA attorney, a County-designated seat, the CEO of the largest local Community Development Institution (CDFI), two business owners, a Stanislaus Community Foundation NextGen fellow, retired City of Modesto employee, a retired regional Director of SBDC, and a real estate agent. The Board is cohesive, communicative, and includes both founding members and fresh representation. In addition to active ongoing engagement, the Board engages annually in Strategic Planning and Board Retreats, to ensure continued cohesion.

The Board is comprised of three women and seven men, and is fifty percent BIPOC represented, with a strong emphasis on strong leadership, diverse sector backgrounds, influence, and community representation.

Team and governance: STEP’s staff and Board bring expertise in finance, affordable housing development, property management, and cross-sector partnership building. Staff include senior leaders with backgrounds in capital stacking, compliance, and nonprofit management, supported by strong local governance with direct representation from the County.

Partnerships and leverage: STEP’s relationships with Stanislaus County, the City of Modesto, the City of Riverbank, and key faith-based and nonprofit partners provide the approvals, land access, and service integration necessary to deliver projects efficiently.

Proven execution: In just three years, STEP has delivered or initiated over 90 units of housing and housed more than 120 individuals. Its pipeline includes a mix of permanent supportive housing, micro-home villages, and modular construction projects, illustrating the ability to adapt development approaches to local needs and funding opportunities.

This combination of organizational capacity, deep partnerships, and an established project pipeline positions STEP to meet the County’s affordability, timeline, and compliance requirements for the proposed development.

There has not been any recent expansion or cutbacks in activities and/or budget (this is not applicable).

Organization’s standing with licensing or other “accreditation” Authorities – Stanislaus Equity Partners (STEP) is a California nonprofit public benefit corporation in good standing with the California Secretary of State and fully compliant with all requirements of the California Attorney General’s Registry of Charitable Trusts. STEP holds a valid EIN and Unique Entity Identifier (UEI), enabling eligibility for federal contracting and grant awards, and is authorized to conduct business throughout the State of California. These registrations and certifications demonstrate STEP’s capacity to serve as a responsible steward of public resources and to execute affordable housing development projects in compliance with state and federal law. A California Secretary of State Certificate of Status, IRS Determination Letter, State of California Franchise Tax Board Entity Status Letter and DUNS number verification are included in the attachments to this proposal.

2.3 Project Manager
Joel Mendoza is the new Senior Housing Coordinator for STEP. He has three years of experience as Housing Developer with his last employer, the Office of Rural and Farmworker Housing based out of Yakima Washington who serves all rural Washington State with Non-Profit Multi-family Affordable Housing Development.

During his experience with the Office of Rural and Farmworker Housing, he also led the development of a Community Center and Emergency Disaster Response Facility located in Okanogan Washington.

Joel also has over twenty years of experience as a Self-Employed Property Manager as well as Real Estate Construction and Rehabilitation Project Management. His experience involves acquiring, owning, and rehabilitating projects of similar size and sites. He has successfully completed ten rehabilitation projects and two new construction projects.

Joel’s current availability will be focusing the majority (75%) of his time on working on the Project. Joel will also utilize the Affordable Housing Project Consulting expertise of STEP Senior Consultants Stanley Keasling and Steve Madison.

2.4 Property Manager
StanCo is a premier property management company of affordable housing across Stanislaus County. StanCo will provide long-term property management for the completed affordable units, including leasing, rent collection, income verification, annual recertification, compliance reporting, maintenance, and tenant relations. StanCo has extensive experience managing income-restricted properties and ensuring ongoing regulatory compliance with County, State, and HUD requirements.

StanCo Property Management Team Responsible for lease-up and long-term compliance once construction is complete. Staff include Certified Tax Credit Compliance Specialists and HUD-certified occupancy professionals who manage annual income recertifications, tenant relations, and property maintenance.

StanCo has decades of experience managing income-restricted properties and ensuring ongoing regulatory compliance with County, State, and HUD requirements.

StanCo has demonstrated a successful history in providing transitional and permanent supportive housing to individuals with mental health disabilities, as well as owning and operating housing units at rent below market rates for persons who meet certain income eligibility as required by various governmental regulatory agreements. More recently, StanCo has branched into providing housing and shelter program management services for various governmental agencies and currently owns or manages more than 250 units.

StanCo will provide administrative oversight of leasing activities. Full-time assigned manager(s) to supervise site 24/7, maintain approved STEP leasing documents and tenant files for all active residents, arrange for or provide property maintenance and repair, pest control and janitorial services. Maintain communication with all partner agencies and organizations, prepare written reports and incident reports to document unusual activities. Prepare units for occupancy prior to arrival of initial residents and as residents rotate through units. Disseminate and explain all program documents, rules, and other documents to residents. properly maintain tenancy records for clients and orient residents to units and facility amenities.

3. Site

3.1 Site Control
As stated above, the proposed property was acquired by Paradise Village, LLC., on August 15, 2022, through a Quitclaim Deed. The property / Project has not submitted a request for City funding.

The proposed property will be leased to STEP as the applicant, from Paradise Village, LLC. (site-owner) and STEP will own the capital improvements. STEP and Paradise Village, LLC., have not entered into a formal lease because the actual parcel has not been created, however we have attached a letter of intent signed by both parties. The letter defines the broad outlines of the lease, and the intent of the parties to work collaboratively to finalize a formal lease once STEP has been selected by the City for this NOFA and Paradise Village has completed the parcel split process. STEP will then enter into a master-lease with BHRS, for placement of BHRS clients/tenants into the units.

BHRS will also subsidize all rents for the Project. The outline of the master-lease with BHRS is also attached along with the commitment by both parties to work collaboratively to finalize an agreement if the city accepts this proposal. BHRS will retain StanCo for property management.

3.2 Unusual Characteristics
There are no unusual characteristics with the proposed land and Project.

The parcel is flat land with no easements or encroachments.

3.3 Existing Developments
There are no existing developments on the proposed land. The land is currently undeveloped vacant land with no structures present.

3.4 Adjacent Uses
To the east of the proposed property, there is a mix of residential and commercial properties. There are many single-family homes located on south-side of Ross Ave and north-side of Ward Ave with an Alley way between the two residential streets.

To the south of the proposed property, there are residential single-family homes on the south-side of Ward Ave.

To the west of the proposed property is the commercial property of Burtschi Transport, Incorporated.

To the north of the proposed property, there are commercial businesses that include Lucky House Restaurant, and a Strip Mall of businesses including Fiesta Auto Insurance, Riverbank Window Tint, Mario’s Auto Service Center.

3.5 Neighborhood Amenities
Parks – There are two parks within walking distance.

Stanley Park is located to the north-east, 0.7-mile walk.

Safreno Park is located to the south-west, 0.8-mile walk.

Silva Park is located to the south-west, 1.0-mile walk.

Public Transportation – The are two transit stops within a 0.5-mile walk.

Patterson Rd. & Palmer Ave is 0.3-mile to the north-east.

Patterson Rd. & Jackson Ave is 0.5-mile to the north-west.

Grocery Stores – There are several grocery stores within walking distance.

Star Market is 0.3-mile walk.

Garcias Market is 0.7-mile walk.

Carniceria La Chiquita is 0.7-mile walk.

Riverbank Food Center is 0.8-mile walk.

Cost Less Food Company 1.1-miles.

Village Market is 1.1-miles.

Elsumeri Market is 1.2-miles.

Circle T Market is 1.4-miles.

Target is 1.6-miles.

Costco Wholesale 2.3-miles.

Health Care Facilities – There are two health care facilities in the area.

Riverbank Community Health Center is 0.3-mile
Golden Valley Health Center-Medical Clinic is 1.6-miles Schools – There are several schools for all age groups within 1.5-miles.

Crossroads Elementary School is 0.8-mile walk.

California Ave Elementary School is 1.4-miles.

Cardozo Middle School is 1.1-miles.

Adelante High School is 1.3-miles.

Riverbank High School is 1.5-miles.

C.A.S.A Del Rio is 0.6-mile walk.

Riverbank Language Academy is 0.7-mile walk.

Central Valley Barber College is 1.1-miles.

Childcare – There are several childcares within 1.5-miles.

Little Builders Family Daycare is a 0.7-mile walk.

Creative Kids Day Care is 1.2-miles.

Better Together Family Childcare is 1.2-miles.

La Casita Play School is 1.4-miles.

Jenny’s Playhouse is 1.5-miles.

Riverbank Head Start is 1.6-miles.

Savanna’s Sweet Peas Child Care is 1.6-miles.

Libraries – Riverbank Public Library is a 1.0-mile walk.

Other Amenities -
Galaxy Theatres Riverbank IMAX is 0.5-mile walk.

Antigua Event Center is 0.8-mile walk.

3.6 Environmental Issues / Site Suitability
There are no environmental issues with the proposed property for new construction.

Please view the attached Phase I Environmental Site Assessment. The results show no additional environmental assessment work recommended by Nelson Enviro, LLC at this time. The property is not located in a flood zone. There are no hazards identified, environmentally sensitive areas, or species on the subject property. There are no cultural resources on the subject property.

3.7 State / Federal Environmental
Based on the Phase I Environmental Site Assessment performed on the proposed property, the review of this information concludes that none of the identified concerns are expected to have an adverse impact on the subject property, therefore there is no further action needed to be undertaken to comply with state and federal requirements.

Since there are no federal funds being used in the current development, there is no need for federal environmental review. The project is exempt from CEQA because it is affordable housing.

4. Development Plan

4.1 Proposed New Construction-Entitlements
As mentioned above, over the past year, the City of Riverbank has shown strong support for the development and delivery of the Micro-Home Village – Project (formerly referred to as Lucky House), up to a forty-unit Permanent Supportive Housing (PSH) community located on the 2.25-acre site along Ward Avenue in Riverbank, California. The Project will provide safe, dignified, and affordable housing for families, and individuals at risk of homelessness. The Project will include detached micro homes featuring one-to-fourbedroom units with full kitchens, laundry, and community open space. The site, owned by Paradise Village, LLC., is positioned behind the long-standing Lucky House Restaurant

and represents a community-driven effort led by local business owners dedicated to addressing the region’s affordable housing shortage.

For Phase One of the developments, this Project will feature seven wood-framed manufactured construction on slab foundations with one-story detached residential micro-home village cottages. Units will include a mix of five one-bedroom and two twobedroom layouts ranging from approximately 450 to 600 square feet. The overall layout will follow the approved Master Plan of the parent parcel, with this seven-unit phase representing an initial implementation aligned with the City’s Architectural and Site Plan Review approval.

4.2 Proposed New Construction-Local Planning Contact
For the Project, we have been in contact with the following personnel:
• Joshua E. Mann
o City of Riverbank
▪ Community Development Director
▪ (209) 863-7124
▪ [email protected]
• Kevin Allen
o KW Allen Group, LLC.
▪ Senior Consultant
▪ (909) 317-6747
▪ [email protected]
• Derek A. Martis Shoua Ly
o Mid Valley Engineers Mid Valley Engineers
▪ P.E. QSD/QSP – VP/Sr. Civil Engineers VP / Bus. Dev. Dir. ▪ (866) 526-4214 (866) 526-4214
▪ [email protected] [email protected]

4.3 Proposed New Construction-Population
STEP will be developing a new construction of seven affordable Permanent Supportive Housing rental units in Riverbank, CA to house Behavioral Health and Recovery Services Clients at risk of homelessness. BHRS will provide client/tenant placement, as well as wrap-around case management services and rent subsidies for all seven PSH units.

4.4 Accessibility
According to the Federal Standard (24 CFR Part8 Sec.8.22(2)), 5% of all affordable housing development units must be compliance with Americans with Disabilities Act

(ADA) Standards. To meet this requirement, one of the seven units will be built to meet the ADA Standards.

4.5 Community Support
Prior to receiving entitlement for the Project, Paradise Village, LLC., mailed over 500 letters to the surrounding neighborhood residents to inform them of the development of the Permanent Supportive Community on the proposed property. Paradise Village, LLC., also had to create a poster for the Notice of the Development Permit Application - Architectural and Site Plan Review ASPR 09-2023, for the Planning Commission Meeting at 6:00pm on the date of June 2024.

STEP intends to further this Community Engagement by working with the City of Riverbank staff to hold two more neighborhood meetings (one in the morning and one in the evening) to solicit public input after securing the full capital needs of this Phase One for the Project, to provide the development plan to the neighbors and city residents. STEP will also make a formal presentation at a Council Meeting.

As mentioned above, the Project has received strong support from the City of Riverbank for the development of Permanent Supportive Housing.

Also mentioned earlier, most recently, STEP has received a Letter of Intent to enter into a Master Lease for Affordable Housing Development. BHRS typically provides client/tenant placement, onsite wrap-around PSH services, case management and STEP aims to secure the rent subsidy and possibly capital improvements.

5. Financing Plan (Sources and Uses) – Please refer to the attached Excel Workbook.

5.1 Existing Financing – Please refer to the attached Excel Workbook.

There have been no loans previously received from any public or private sources.

Predevelopment contributions (private funding grants) for the design of the Project have been committed from STEP in the amount of $10,000.00 as well as a contribution from Paradise Village, LLC., in the amount of $300,000.00 on the predevelopment expenses of the full 2.25-acre parcel for land acquisition, engineering, and fees for entitlements.

5.2 Proposed Financing – Please refer to the attached Excel Workbook.

This Project proposed requests a grant award from the City of Riverbank in the amount of $1,500,000.00. STEP intends to partner with BHRS and may request a capital grant from BHRS in the amount of up to $550,000.00, $114,300.00 (or remaining gap request) from Permanent Local Housing Allocation (PLHA) from Stanislaus County, and predevelopment contributions (private funding grants) for the design of the Project have been committed from STEP in the amount of $10,000.00 as well as a contribution from

Paradise Village, LLC., in the amount of $300,000.00 on the predevelopment expenses of the full 2.25-acre parcel for land acquisition, engineering, and fees for entitlements.

Please view the attached Excel Workbook for details regarding Sources and Uses.

5.3 Proposed Sources Narrative – Please refer to the attached Excel Workbook. • Status of all proposed funding sources as of the date of this application:
o There have been no loans previously received from any public or private sources.
o Predevelopment contributions (private funding grants) for the design of the Project have been committed from STEP in the amount of $10,000.00. o A contribution from Paradise Village (Lucky House) has been made in the amount of $300,000.00 on the predevelopment expenses of the full 2.25- acre parcel for land acquisition, engineering, and fees for entitlements. o This Project proposed requests a grant award from the City of Riverbank in the amount of $1,500,000.00.
o STEP intends to partner with BHRS and may request a capital grant from BHRS in the amount of up to $550,000.00, $114,300.00 (or remaining gap request) from Permanent Local Housing Allocation (PLHA) from Stanislaus County, expected for release in Fall 2026.
▪ PLHA traditionally gives prioritization to projects that have previously placed applications in recent years, which this Project placed an application for last year. This Project would rank “2 nd
” of
projects in prior placed applications and therefore, remains competitive for Stanislaus County PLHA funds, 2026 Allocation. o BHRS may also provide subsidy for the full rent amounts of all seven PSH units, if approved.
• Timing and likelihood for obtaining commitments of anticipated funding sources:
o We believe that this Project is a very competitive candidate for this City of Riverbank Request for Proposal funding opportunity and ready to begin construction upon award.
o We have a strong financial background to ensure that we can secure a construction loan – contingent upon award from the City of Riverbank, to guarantee this Project’s financial feasibility.
o We have been in communication with the BHRS Office and received a Letter of Intent to enter into a Master Lease for Affordable Housing Development.
• Alternatives that will be pursued in the event that any funding sources are not obtained or committed at lower levels than requested:
o Site Owner, Paradise Village, LLC., is willing to provide last in personal finance to fill a gap of up to $150,000.00 as a last resort.

5.4 Proposed Uses Narrative – Please refer to the attached Excel Workbook. • The estimated budgeted Sources and Uses were derived from similar projects in size that STEP has recently developed, such as The James St. Project in Modesto CA., a seven-unit apartment complex that provides PSH for Stanislaus County BHRS clients. This information helped in forecasting accurate expenses, such as cost per square foot, percentage of costs, and contingency plus estimated number of work hours. STEP also compared these numbers to our most recent developments in the pipeline on McClure Rd. in Modesto and Morris Ave. in Modesto. All our estimated budgets have been reviewed by our Senior Project Consultants Stanley Keasling and Steve Madison, as well as Kevin Allen from the KW Allen Group.

6. Project Operations – Please refer to the attached Excel Workbook.

6.1 Annual Operating Budget – Please refer to the attached Excel Workbook. • In our extensive relationship with StanCo Property Management, STEP was able to estimate the budgeted costs by using similar projects in size of units and square feet, as well as similar target populations to justify the budgeted operating expenses.

6.2 20-Year Cash Flow – Please refer to the attached Excel Workbook.

One notable occurrence is the slight decrease in expected net cash flow, year after year.

This is due to using a 2.5% accelerator for rent increases per year in comparison to using a 3% accelerator in estimated expenses per year, which is a standard development operating budget. Fortunately, all 20 years of the Project are expected to have a positive net cash flow.

6.3 Subsidy Vouchers – Please refer to the attached Excel Workbook.

We have been in communication with BHRS and received a Letter of Intent to enter into a Master Lease for Affordable Housing Development, with the intention of securing rent subsidy and possible capital investment.

Sincerely,
Jessica Filbrun, CEO
Stanislaus Equity Partners
AGREED AND ACKNOWLEDGED:

Item 11.2. - CC / LRA – 10/13/2026

RIVERBANK CITY COUNCIL / LRA BOARD
AGENDA ITEM NO. 11.2.

SECTION : NEW BUSINESS
Meeting Date: 10/13/2026
Subject: Direction Regarding the Jacob Myers Park Trail Expansion Project and Associated American Rescue Plan Act Funding.

From: Marisela H. Garcia, City Manager
Submitted by: Michael Patton, Director of Parks & Recreation

RECOMMENDATION
It is recommended that the City Council provide direction to staff regarding the Jacob Myers Park Trail Expansion Project, including whether to continue or discontinue the project and, if discontinued, whether to reallocate the remaining American Rescue Plan Act funding toward design and engineering services for the Riverbank Community Pool Repair Project and Sierra House. A Resolution that will reflect Council's determination has been included for consideration.

SUMMARY
In December 2025, the City Council approved a change order and a design services contract to complete biological assessment and survey work associated with the Jacob Myers Park Trail Project.

Following approval of the agreements, the contractors began performing their respective scopes of work. As part of this work, the contractors conducted a site review of the proposed trail alignment.

During the review, contractors observed significant vegetation growth, including an increase in elderberry shrubs, since their previous assessment of the area. While these conditions have not impacted the environmental review process itself, they have raised additional concerns regarding the overall feasibility of completing the project. Specifically, the current site conditions may present additional environmental and regulatory considerations that could affect the project's timeline, complexity, and the financial resources ultimately required to move the project forward.

Based on discussions with the project contractors and consultants, a significant amount of environmental work remains outstanding. The project is currently funded through the American Rescue Plan Act (ARPA), with a deadline of December 31, 2026, to complete work utilizing these funds. Based on the current project schedule and discussions with the project team, staff does not anticipate that the remaining environmental work will be completed by the ARPA deadline. The primary environmental tasks that remain include the ESA Section 7 Biological Assessment and the Section 106 Cultural Study. Completion of these studies is necessary to further evaluate the environmental and regulatory requirements that may need to be addressed before the project can advance. Given the approaching ARPA deadline, the environmental work that remains, and the potential additional requirements and costs that may be identified as the project progresses, the Parks and Recreation Department is requesting City Council direction on how to proceed. Staff has identified the following two options:

Option 1 – Continue the Project in its Current Status

Item 11.2. - CC / LRA – 10/13/2026
Under this option, the City would continue moving forward with the Jacob Myers Park Trail Project.

The remaining ARPA funds allocated to the project would be used for eligible work that can be completed by the December 31, 2026 deadline. Any work occurring after the deadline would require an alternative funding source, which may include City funds. Additionally, completion of the remaining environmental studies may identify further requirements, mitigation measures, or costs that would need to be addressed before the project can proceed to construction.

Option 2 – Discontinue the Project and Reallocate the Remaining ARPA Funds Under this option, the City would discontinue the Jacob Myers Park Trail Project in its current form and reallocate the remaining available ARPA funds to another eligible project that can meet the December 31, 2026 deadline. The Parks and Recreation Department recommends that, if this option is selected, the remaining funds be reallocated toward the design and engineering phase of a muchneeded repair project at the Riverbank Community Pool. Once those funds have been allocated, the remaining ARPA funds are recommended to go towards the Sierra House for its operation.

Staff is seeking City Council direction on whether to continue investing resources into the Jacob Myers Park Trail Project given the remaining environmental requirements, anticipated project challenges, funding limitations, and timeline, or to discontinue the project and redirect the remaining ARPA funds to another eligible Parks and Recreation project and to the Sierra House as authorized via the ARPA Expenditure Plan adopted by City Council.

STRATEGIC PLAN
The City’s 2025–2030 Strategic Plan establishes “Prioritize Financial Sustainability” as a City Council goal. One of the strategies identified to support this goal is to “evaluate all contracts and partnerships for cost-effectiveness.” Given the current status of the planning contracts associated with the Jacob Myers Park Trail Project, along with an upcoming deadline to utilize funding allocated to the City, it is appropriate to evaluate the project’s existing contractual commitments and overall financial feasibility.

A discussion of the project and its associated contracts will support the City Council’s strategic goal of ensuring that City resources are used effectively and in a financially sustainable manner.

BACKGROUND
In 2023, the City of Riverbank Parks and Recreation Department identified an opportunity to extend the existing trail system at Jacob Myers Park westward along the Stanislaus River. The concept was to develop a recreational multi-use trail with minimal improvements, utilizing recycled base rock only in areas where additional soil stability may be necessary. The intent was to create a meandering recreational trail through the existing Stanislaus River riparian habitat while minimizing impacts to the natural environment.

Unlike Jacob Myers Park, which is owned and operated by the City of Riverbank, the property associated with the proposed trail extension is owned by the U.S. Army Corps of Engineers (ACOE) and managed by Stanislaus River Parks. The project area is located along the Stanislaus River within largely undisturbed riparian habitat containing elderberry shrubs, valley oak trees, and other vegetation commonly found along the river corridor. Initial field visits were conducted on June 29, 2023, and September 8, 2023, to review and map the proposed trail alignment previously identified by the Parks and Recreation Department and to begin the field work necessary for preparation of the project's Biological Assessment and Cultural Study. Representatives from Moore Biological Consultants, Inc. and Peak & Associates, Inc. participated in the field visits. A representative from Friends of Jacob Myers Park also participated in the September 8, 2023 field visit.

During these initial site visits, the presence of elderberry shrubs was identified as an important

Item 11.2. - CC / LRA – 10/13/2026
consideration in determining the trail alignment. Elderberry shrubs can provide habitat for the Valley Elderberry Longhorn Beetle, a federally protected species under the Endangered Species Act. As a result, the proposed trail alignment was developed with the intent of avoiding elderberry shrubs to the greatest extent feasible and reducing the potential for costly mitigation measures. Moore Biological Consultants subsequently conducted additional field work to identify and map elderberry shrubs within the project area. At that time, 39 elderberry shrubs were identified within approximately 10 to 54 feet of the proposed trail alignment. Because of the environmental characteristics of the project site and its federal ownership, the City and its consultants have spent approximately two years coordinating with ACOE, Stanislaus River Parks, the U.S. Fish and Wildlife Service (USFWS), and the San Joaquin Council of Governments (SJCOG) to determine the appropriate environmental review and permitting process for the project.

A significant portion of this coordination focused on determining whether the project could participate in the SJCOG Habitat Conservation Plan. Participation in the Habitat Plan could have provided regulatory coverage and reduced buffer requirements for certain protected species, including the Valley Elderberry Longhorn Beetle and Western Pond Turtle. Because the project is geographically located within San Joaquin County, staff initially identified the Habitat Plan as a potential option for addressing these environmental requirements. Following extensive discussions among the City, SJCOG, USFWS, and ACOE, it was ultimately determined that the project is not eligible to participate in the SJCOG Habitat Plan because the project property is owned by a federal agency. As a result, ACOE is required to complete the federal Section 7 consultation process with USFWS pursuant to the Endangered Species Act.

Throughout 2024 and 2025, the City and its consultants continued coordinating with the applicable agencies to establish the requirements for the Section 7 consultation and determine the scope and methodology for the required Biological Assessment. On September 25, 2025, the City, ACOE, and USFWS met to discuss USFWS's determinations regarding the Section 7 consultation process and the parameters for preparation of the Biological Assessment. On December 9, 2025, the City Council approved a change order with J.B. Anderson Land Use Planning to complete the Biological Assessment and approved a contract with MCR Engineering to perform the necessary survey work.

Following these approvals, MCR Engineering and its subcontracted biological consultant, Moore Biological Consultants, began conducting field and survey work at the project site.

During this more recent field work, contractors observed that vegetation within the project area had grown significantly since the earlier site assessments, including additional growth of elderberry shrubs. These observations have not changed or delayed the environmental review process itself.

However, the changing site conditions have raised additional questions regarding the overall feasibility of advancing the project, including the environmental and regulatory requirements that may ultimately need to be addressed, the time necessary to complete those requirements, and the financial resources that may be required to bring the project through environmental review and ultimately to construction. A significant amount of environmental work also remains to be completed.

The primary outstanding items include the ESA Section 7 Biological Assessment and the Section 106 Cultural Study. Completion of these studies will provide additional information regarding the requirements that would need to be addressed for the project to advance. The timing of the remaining work is particularly important because the project is currently being financed through American Rescue Plan Act (ARPA) funding. The deadline applicable to the City's use of these funds is December 31, 2026. Based on discussions with the City's contractors and consultants, staff does not anticipate that all remaining environmental work will be completed by that deadline.

As a result, the City is approaching a decision point regarding the project. Continuing the project

Item 11.2. - CC / LRA – 10/13/2026
would allow the remaining ARPA funds currently allocated to the project to be used for eligible work completed by the December 31, 2026 deadline. However, work occurring after the deadline would require an alternative funding source, potentially including City funds. Additionally, completion of the remaining environmental studies may identify further regulatory requirements, mitigation measures, or project costs that would need to be addressed before construction could occur. Alternatively, the City Council could elect to discontinue the project in its current form and reallocate the remaining ARPA funds to another eligible project that can utilize the funding within the required timeframe. If the City Council selects this option, the Parks and Recreation Department recommends reallocating the remaining funds toward the design and engineering phase of a future project at the Riverbank Community Pool. Currently, the community pool is experiencing spalling. The visible spalling is happening along the cantilevered edges of the pool and is driven by water and chloride penetration reaching the embedded reinforcing steel. The resulting rebar corrosion generates expansive forces that crack and spall the surrounding concrete from within. Because moisture and aggressive ions have already migrated past the immediate surface, localized concrete repairs will not stop ongoing rebar degradation deeper in the slab. Removing and replacing 5 feet of affected slab around the pool perimeter is necessary to reestablish a sound concrete substrate. In order for the city to have the work done, the city will need to obtain a permit which requires site plans. The cost to perform this work ranges from $10,500 to no more than $15,500. The remaining ARPA funds after they are allocated to the design of the pool repairs are proposed to be allotted to the Sierra House for its operations.

Given the approaching ARPA deadline, the remaining environmental requirements, the potential for additional regulatory and financial obligations, and the uncertainty regarding the resources necessary to ultimately complete the trail project, staff is requesting City Council direction regarding whether to continue advancing the Jacob Myers Park Trail Project or discontinue the project and reallocate the remaining ARPA funds.

FINANCIAL IMPACT
To date, the City has expended $65,227.50 of the $101,500 originally budgeted for the Jacob Myers Park Trail Project, leaving a remaining balance of $36,272.50.

If the City Council elects to continue the project, the remaining $36,272.50 in ARPA funding may be used for eligible project work completed by the December 31, 2026 deadline. Any ARPA funds that remain unspent after the deadline must be returned to the federal government. Additionally, any project work that cannot be completed within the ARPA funding timeline will require an alternative funding source, including the potential use of City funds. The total amount of additional City funding that may be required is currently unknown and will depend on the results of the remaining environmental studies and any additional requirements necessary to advance the project.

If the City Council elects to discontinue the Jacob Myers Park Trail Project, the Parks and Recreation Department recommends reallocating the remaining $36,272.50 in ARPA funding toward the design and engineering phase of the Riverbank Community Pool Repair Project and Sierra House operations. This would allow the City to redirect the remaining ARPA allocation toward another Parks and Recreation capital project that can utilize the funds within the required timeframe as well as allow funding for Sierra House as permitted via the ARPA Expenditure Plan adopted by the City Council.

ATTACHMENTS

1. MCR_Riverbank_Public_Swimming_Pool_Proposal_Revised 1

2. Resolution

MCR ENGINEERING, INC. | CIVIL ENGINEERING & SURVEYING
MCR Engineering, Inc. • City of Riverbank Public Swimming Pool Improvements • Draft for Review

PROPOSAL FOR PROFESSIONAL SERVICES
CITY OF RIVERBANK | PUBLIC SWIMMING POOL IMPROVEMENTS

PREPARED FOR
City of Riverbank

PROJECT LOCATION
Riverbank, California
DATE
October 8, 2026

PREPARED BY
MCR Engineering, Inc.

PROPOSAL NO.

To be assigned
STATUS
Draft – Fee Pending

PROJECT UNDERSTANDING
The City of Riverbank intends to address existing conditions at its public swimming pool facility, including reported issues involving the pool, surrounding deck areas, and siding. MCR Engineering, Inc. (MCR) proposes to assist the City with site documentation, coordination of structural design and repair details, preparation of bidding documents, and construction-phase support. The final repair approach will be established following review of available records, site conditions, and coordination with the City and appropriate design professionals.

SCOPE OF SERVICES
TASK 1 | AERIAL SURVEY & SITE PLAN
 Perform an aerial survey of the pool facility and surrounding improvement areas to develop current site imagery and topographic information where visible and suitable for aerial collection.  Prepare an existing-conditions base/site plan depicting the pool, adjacent decking, buildings or enclosure features, accessible hardscape, and other relevant surface improvements.  Coordinate with City staff regarding available record drawings, existing survey control, access requirements, and limits of the area to be documented.

Deliverable: Existing-conditions site plan in PDF format, with CAD base files for design coordination.

TASK 2 | STRUCTURAL CONSTRUCTION DRAWINGS & COORDINATION  Review available record information and conduct site observation of accessible portions of the existing pool, decking, and siding to identify and document observed deficiencies relevant to the proposed repair scope.
 Coordinate with the City and a California-licensed structural engineer regarding feasible repair alternatives, design criteria, sequencing considerations, and interfaces between the affected elements.  Prepare or coordinate structural construction drawings and repair details for the agreed improvements to the pool, decking, and siding, including pertinent notes and typical details.  Facilitate interdisciplinary review and coordination with other required specialty professionals, as needed, and incorporate one consolidated City review cycle.

Deliverable: Structural repair construction drawing package suitable for inclusion in the City’s bid documents, subject to confirmation of the required design disciplines and site findings.

MCR ENGINEERING, INC. | CIVIL ENGINEERING & SURVEYING
MCR Engineering, Inc. • City of Riverbank Public Swimming Pool Improvements • Draft for Review TASK 3 | PROJECT SPECIFICATIONS & BID ASSISTANCE
 Prepare technical specifications and applicable project-specific bid requirements for the improvements shown on the construction drawings, using City-provided front-end and contract documents where available.
 Prepare a preliminary engineer’s opinion of probable construction cost and assist with coordination of the final bid package.
 Support the City during bidding by responding to technical bidder questions, preparing clarification language or addenda as necessary, and assisting with evaluation of bids for technical responsiveness.

Deliverable: Project technical specifications, opinion of probable construction cost, and technical bidassistance materials.

TASK 4 | CONSTRUCTION ADMINISTRATION (TIME & MATERIALS)  Attend a preconstruction meeting and provide engineering coordination with City staff, the contractor, and project design professionals.
 Review shop drawings, product data, and RFIs related to MCR’s and its subconsultants’ design scope; prepare clarifications and limited field design revisions, as necessary.  Conduct periodic site observations at key stages of construction and provide written observations or recommendations to the City.
 Assist with review of contractor change proposals, punch-list items, and closeout documents related to the professional services scope.

Compensation: Time and materials at applicable MCR and subconsultant rates, with an estimated budget of $5,000. Resident inspection, daily construction oversight, and contractor means and methods are not included.

ASSUMPTIONS & EXCLUSIONS
 The City will provide accessible existing plans, prior inspection reports, known deficiency information, and reasonable access to the site and pool facility.
 Task 1 is based on an aerial survey; underground, submerged, concealed, or obstructed conditions are not verifiable by aerial methods. Supplemental conventional survey, underwater survey, or detailed field measurements will require additional authorization if necessary.  Structural repair scope is limited to areas and issues agreed upon after initial review. Destructive investigation, material testing, geotechnical evaluation, pool leakage testing, and hazardous materials assessment are excluded unless specifically added.
 Aquatic system/process design, mechanical and electrical design, accessibility upgrades outside the defined repair limits, permitting, and agency review fees are excluded unless subsequently determined necessary and added by amendment.
 One consolidated City plan review and one bidding cycle are assumed. Substantial redesign resulting from concealed conditions or changed project direction is additional service.

COMPENSATION

TASK BASIS FEE

1. Aerial Survey & Site Plan Time & materials $2,000

2. Structural Drawings &
Coordination
Time & materials $6,000

MCR ENGINEERING, INC. | CIVIL ENGINEERING & SURVEYING
MCR Engineering, Inc. • City of Riverbank Public Swimming Pool Improvements • Draft for Review

3. Specifications & Bid Assistance Time & materials $2,500

4. Construction Administration Time & materials $5,000
TOTAL ESTIMATED BUDGET $15,500
All four tasks will be performed on a time-and-materials basis in accordance with applicable MCR and subconsultant rate schedules. The total estimated budget is $15,500. Individual task amounts are estimates, not lump-sum fees. MCR will coordinate with the City before exceeding the overall authorized budget.

SCHEDULE & AUTHORIZATION
MCR will coordinate a work schedule with the City following authorization, receipt of available background information, confirmation of survey access, and structural subconsultant availability. Design milestones will be established once the repair scope is confirmed.

Upon the City’s written authorization, MCR will provide the services described in this proposal, subject to the approved time-and-materials budget and applicable contractual terms. Work beyond the stated scope will require prior written authorization.

Respectfully submitted,
Marshall T. Swift, P.E.

Principal | MCR Engineering, Inc.

CITY OF RIVERBANK
RESOLUTION 2026-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RIVERBANK

PROVIDING DIRECTION REGARDING THE JACOB MYERS PARK TRAIL PROJECT

AND THE USE OF REMAINING AMERICAN RESCUE PLAN ACT FUNDS

THE CITY OF RIVERBANK CITY COUNCIL (HEREAFTER REFERRED TO AS THE “CITY COUNCIL”) DOES HEREBY RESOLVE THAT:

WHEREAS, in 2023, the City of Riverbank Parks and Recreation Department identified an opportunity to extend the existing Jacob Myers Park trail system westward along the Stanislaus River to provide a recreational multi-use trail through the existing riparian habitat; and
WHEREAS, beginning in 2023, the City and its consultants conducted field visits and coordinated with ACOE, Stanislaus River Parks, the U.S. Fish and Wildlife Service (USFWS), and the San Joaquin Council of Governments (SJCOG) to determine the environmental and regulatory requirements necessary to advance the project; and WHEREAS, on December 9, 2025, the City Council approved a change order with J.B. Anderson Land Use Planning to complete the Biological Assessment and approved a contract with MCR Engineering to perform survey work associated with the project; and
WHEREAS, subsequent field work identified significant vegetation growth within the project area, including additional growth of elderberry shrubs, raising additional considerations regarding the environmental and regulatory requirements, timeline, complexity, and financial resources that may ultimately be necessary to advance the project; and
WHEREAS, the Jacob Myers Park Trail Project was allocated $101,500.00 in American Rescue Plan Act (ARPA) funding, of which the City has expended $65,227.50, leaving a remaining balance of $36,272.50; and WHEREAS, the deadline applicable to the City's use of the remaining ARPA funds is December 31, 2026, and based on the current project schedule, the remaining environmental work is not anticipated to be completed by that deadline; and

CC/LRA – 10/13/2026
CC Resolution 20

26-
WHEREAS, the City Council has reviewed the status of the Jacob Myers Park Trail Project, the remaining environmental and regulatory requirements, the availability and deadline associated with ARPA funding, and the potential financial implications of continuing the project.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Riverbank hereby finds and determines that the foregoing recitals are true and correct and are incorporated herein by reference.

SECTION 1. CITY COUNCIL DIRECTION
The following section should be selected based upon the direction of the City Council:

OPTION A – CONTINUE THE JACOB MYERS PARK TRAIL PROJECT
The City Council hereby directs staff to continue advancing the Jacob Myers Park Trail Project and authorizes the use of the remaining $36,272.50 in ARPA funding for eligible project expenditures completed within the applicable ARPA funding deadline.

The City Council acknowledges that work remaining after the ARPA funding deadline may require an alternative funding source and directs staff to return to the City Council, as appropriate, for authorization of any additional funding necessary to continue the project.

OPTION B – DISCONTINUE THE JACOB MYERS PARK TRAIL PROJECT AND

REALLOCATE REMAINING ARPA FUNDS
The City Council hereby directs staff to discontinue the Jacob Myers Park Trail Project in its current form and authorizes the reallocation of the remaining monies in ARPA funding from the Jacob Myers Park Trail Project to the design and engineering phase of the Riverbank Community Pool Repair Project and the Sierra House.

Staff is authorized to take all administrative actions necessary to close out the Jacob Myers Park Trail Project, terminate or conclude existing contractual obligations as appropriate, and reallocate the remaining ARPA funds consistent with applicable funding requirements and deadlines.

SECTION 2. AUTHORIZATION
The City Manager, or designee, is hereby authorized to execute any documents and take any administrative actions reasonably necessary to implement the direction provided by this Resolution, subject to applicable City policies, contractual requirements, and funding regulations.

CC/LRA – 10/13/2026
CC Resolution 2026-

PASSED AND ADOPTED by the City Council of the City of Riverbank at a regular meeting held on the 13th day of October, 2026; motioned by Councilmember __________, seconded by Councilmember __________, and upon roll call was carried by the following City Council vote of ______:

AYES:

NAYS:

ABSENT:

ABSTAINED:

ATTEST: APPROVED:
________________________________ __________________________ Gabriela Hernandez Rachel Hernandez
City Clerk Mayor

CC/LRA – 10/13/2026
CC Resolution 2026-