WHEREAS, any written protests and other written communications were read by the Council and are on file with the Clerk and all persons desiring to be heard were fully heard.
NOW, THEREFORE, IT IS ORDERED, as follows:
1. That the owners of one-half (1/2) or more of the area to be assessed for the cost of the project did not, at or prior to the time fixed for said hearing, file written protests against the proposed maintenance and improvements as a whole, or against the district or the extent thereof to be assessed for the costs and expenses of said maintenance and improvements as a whole, or as to the Engineer's estimate of said costs and expenses, or against the maps and descriptions, or against the diagram or assessment to pay for the costs and expenses thereof.
2. That the properties in the district benefited by said maintenance and improvements are to be assessed to pay the costs and expenses thereof, and the exterior boundaries thereof are more particularly described in said Resolution No. 1555-SP-08 and made a part hereof by reference thereto. That all public streets and highways within said assessment district in use in the performance of a public function as such shall be omitted from said district and from the levy and collection of the special taxes to be hereafter levied and collected to cover the costs and expenses of said maintenance and improvements.
3. That the Engineer's estimate of the itemized and total costs and expenses in connection therewith, contained in the Report, be, and it is hereby, finally adopted and approved as the Engineer's total and detailed estimate of the costs and expenses of said maintenance of improvements.
4. That the public interest and convenience require and the Council does hereby order the maintenance of improvements to be made as described in and in accordance with said Resolution No. 1555-SP-08 on file in the office of the City Clerk, reference to which is hereby made for a more particular description of said maintenance of improvements.
5. A diagram and the assessment district was recorded in the Office of the Superintendent of Streets as provided for in Section 3114 of the California Streets and Highways Code, relating to the property more particularly described on that certain diagram filed in accordance with Section 3114 of the California Streets and Highways Code, in Book 16 of Maps of Assessment and Community Facilities Districts at Page 4 in the Office of the County Recorder of the County of Santa Cruz. Resolution No. 1555-SP04 describes the boundaries of the assessment district as, “ a district bounded on the south by a line approximately 400 feet north of Mt. Hermon Road, on the west by a line approximately 900 feet easterly of Lockhart Gulch Road; on the north by a line approximately 80 feet from top of bluff that slopes down to lands of Watkins-Johnson, and on the east by the westerly boundary of the proposed City park to be located in the Skypark area. “
6. That the assessment of the total amount of the costs and expenses of the proposed maintenance of improvements upon the properties in the district in proportion to the estimated benefits to be received by said subdivisions, respectively from said maintenance of improvements, and of the expenses incidental thereto, contained in said report, be, and the same is hereby, finally approved and confirmed as the assessment to pay the costs and expenses of said maintenance of improvements.
7. That the Report be, and the same is hereby, finally adopted and approved as a whole.
8. That the City Clerk shall cause to be delivered to the Santa Cruz County Assessor’s office said assessment as confirmed by the City Council with his/her certificate of such confirmation thereto attached and of the date thereof; and that office shall record said diagram and assessment in his/her office in a suitable book to be kept for that purpose, and append thereto his/her certificate for the date of such recording, and such recordation shall be and constitute the assessment roll herein.
9. Proceedings shall be taken by the City Council pursuant to the Act for any fiscal year during which an assessment is to be levied and collected within the district.
10. The City Clerk be, and is hereby, authorized and directed to file a certified copy of this resolution with the County Auditor of Santa Cruz County.
I hereby certify that the foregoing resolution was duly and regularly adopted and passed by the City Council of the City of Scotts Valley, California, at a regular meeting thereof held on the 17th day of June 2026, by the following vote of the members thereof:
AYES:
NOES:
ABSENT:
ABSTAIN:
Approved:
Donna Lind, Mayor
Attest:
Cathie Simonovich, City Clerk
ENGINEER'S REPORT
Fiscal Year 2026-2027
SKYPARK OPEN SPACE
MAINTENANCE ASSESSMENT DISTRICT NO. 1
Tract No. 1380
CITY OF SCOTTS VALLEY
Santa Cruz County, California
Donna Lind
Mayor
Steve Clark Krista Jett
Vice Mayor Council Member
Derek Timm Greg Wimp
Council Member Council Member
Mali LaGoe
City Manager
Rodolfo Onchi, RCE 72157
Public Works Director / City Engineer
Skypark Open Space Maintenance Assessment District No. 1
ASSESSMENT
Fiscal Year 2026-2027
WHEREAS, on October 18, 1995, the City Council of the City of Scotts Valley, California, pursuant to the provisions of the Landscaping and Lighting Act of 1972, adopted its Resolution No. 1555-SP-01, determining to initiate proceedings for the establishment of an assessment district to be known as the "Skypark Open Space Maintenance Assessment District No. 1", more particularly therein described; and WHEREAS, Resolution No. 1555-SP-25 appointed the City Engineer as Engineer of Work and directed the preparation and filing of an Engineer's Report presenting plans of the improvements to be maintained, a diagram for the assessment district, an estimate of cost for maintenance and servicing thereof, and an assessment of the estimated costs upon all assessable lots or parcels within the assessment district, to which resolutions reference is hereby made for further particulars.
NOW, THEREFORE, I, Rodolfo Onchi, RCE 72157
Public Works Director / City Engineer of said City of Scotts Valley, hereby make the following assessment to cover the portion of the estimated cost of the maintenance and servicing of the proposed improvements, including the costs and expenses incidental thereto, to be paid by the assessment district.
The amount to be paid for said maintenance and servicing of the proposed improvements, including the costs and expenses incidental thereto; to be paid by the assessment district for the fiscal year 2026-2027 is as follows:
Engineer's Estimate: $41,750.60
And I do hereby assess and apportion said portion of said total amount of the costs and expenses of said maintenance and servicing of the proposed improvements, including the costs and expenses incidental thereto, upon the several lots, pieces, or parcels or portions of lots of land liable therefore and benefitted thereby, and hereinafter numbered to correspond with the numbers upon the diagram, upon each, severally and respectively, in proportion to the benefits to be received by such lands respectively, from the maintenance hereto attached and by reference made a part hereof.
As required by said Act, a diagram is recorded in official records of the County of Santa Cruz showing the assessment district and also boundaries and dimensions of the respective lots or parcels of land within said assessment district generally described as the same existed at passage of said Resolution No. 1555-SP-01.
Said assessment is made upon the several lots or parcels of land within said assessment district in proportion to the estimated benefits to be received by said lots or parcels respectively, from the maintenance and servicing of the improvements. The diagram and assessment numbers appearing herein are the diagram numbers appearing on said diagram, to which reference is hereby made for a more particular description of said property.
I hereby place opposite the number of each lot or parcel of land assessed, the amount assessed thereon and the number of the assessment. Each lot or parcel of land is described in the assessment list by reference to its parcel number as shown on the Assessor's Maps of the County of Santa Cruz for the fiscal year 2026-2027 to the right of the parcel numbers and includes all of such parcels.
___5/27/2026__________ ________________________________________ Date Rodolfo Onchi, RCE 72157
Public Works Director / City Engineer
DESCRIPTION OF WORK
Skypark Open Space Maintenance Assessment District No. 1
1. WEEDING - Mechanical and chemical methods of maintaining weeds, including hard and soft-scaped areas.
2. PRUNING - Prune all shrubs and trees up to 12” in diameter as required, thinning and shaping as necessary to present a maintained appearance.
3. FERTILIZER - Fertilize trees, shrubs, and ground cover twice a year with a complete slow-release fertilizer.
4. INSECT & PEST CONTROL - Control of minor insect and pest conditions as needed to support overall landscape health. This excludes treatment of major insect or pest infestations, including but not limited to grubs, gophers, moles, voles, and ground squirrels.
5. LAWN CARE: MOW AND EDGE - Mow and edge lawns up to twice per month during growing season and as needed during winter months to maintain a manicured appearance.
6. IRRIGATION SYSTEM: IRRIGATION CONTROLLERS - All irrigation controllers will be adjusted in the winter, spring, and summer to help maintain a lush landscape and to help prevent under or overwatering.
7. YEARLY SYSTEM CHECK - A full system inspection before the spring startup to ensure the system is running properly and repaired as needed throughout the year.
8. DRIVEWAYS, STREETS AND DRAINS: LITTER REMOVAL - Litter will be removed from all landscaped areas, driveways and drains.
9. TRASH RECEPTACLES- All trash receptacles on pathway will be serviced weekly.
10. BLOWING - All walkways and parking lot curb lines.
11. DRAINAGE- Storm water run-off drain surface grates will be visually inspected.
12. DUMPING FEES HAULING- All green waste generated by the crew will be offhauled.
13. The improvements referenced above are all within the boundaries of parcels 14, 15, 16, 17, as shown on Final Map, Tract No. 1355, Skypark, recorded in the official records of Santa Cruz County in the Book of Maps, Volume 89, Page 14, and within the boundaries of parcels A and B as shown on Final Map, Tract No. 1380, California Skypark, recorded in the official records of Santa Cruz County in the Book of Maps, Volume 89, Page 15 (hereinafter referred to as Final Maps).
14. The cost of slope subsidence/stability insurance or a self-insurance fund for any and all slope failures within the boundaries of parcels 14, 15, 16, 17, A and B as shown on the aforesaid Final Maps.
SKYPARK OPEN SPACE
MAINTENANCE ASSESSMENT DISTRICT NO. 1
Engineer's Estimate
Fiscal Year 2026-2027
BENEFIT ASSESSMENT
The budget for the costs and expenses of maintaining and operating any and all of said public improvements for fiscal year 2026-2027 is as follows:
MAINTENANCE
1. Maintenance contract
a. Linear Trail Open Space $ 19,000.00
b. Greenbelt Maintenance $ 5,850.00
b. Water Cost - Greenbelts $ 12,334.94
c. Utilities (PG&E) $ 390.60
Subtotal $ 37,575.54
Total maintenance cost (12-month period)
INSURANCE
1. Self-Insurance Fund for Park Slope/Bluff Area $ 0.00
INCIDENTALS
1. City administration of Contracted Work (10% Overhead) $ 4,175.06 Total Costs $ 41,750.60
BALANCE TO ASSESSMENT $ 41,750.60
For Fiscal Year 2025-2026, the budget reflects only the assessment revenue collected from property owners within the Skypark Open Space Maintenance Assessment District. While the need for ongoing maintenance and improvements exceeds the amount generated by the annual assessments, expenditures will be limited to available revenues. As such, maintenance activities will be prioritized and performed based on the funds collected, and no additional expenditures beyond the budgeted amount are anticipated.
RULES OF SPREADING ASSESSMENTS
1. District is to be assessed for all costs associated with the maintenance and servicing of the landscaping, hardscaping and appurtenant improvements within parcels 14, 15, 16, 17, as shown on Final Map, Tract No. 1355, Skypark, recorded in the official records of Santa Cruz County in the Book of Maps, Volume 89, Page 14, and within the boundaries of parcels A and B as shown on Final Map, Tract No., 1380, California Skypark, recorded in the official records of Santa Cruz County in the Book of Maps, Volume 89, Page 15.
2. Total costs shall be apportioned to all parcels within the district boundaries in accordance with the benefit derived from the landscaping improvements.
3. The benefit derived has been determined to be equal for all parcels.
Certificates
I, Cathie Simonovich, City Clerk of the City of Scotts Valley, hereby certify that the foregoing assessment roll, in the amount set forth, was filed with me on ___________________.
_______________________________
Cathie Simonovich, City Clerk
I, Rodolfo Onchi, RCE , Acting City Engineer of the City of Scotts Valley, do hereby certify that the amounts set forth under the Engineer's Estimate on Page 1 of the Assessment, and the individual amounts on the foregoing pages of the Assessment have been computed in accordance with the order of the City Council of said City of Scotts Valley, as expressed by Resolution No. 1555-SP-038, duly adopted by said City Council on May 20, 2026.
________________________________
Rodolfo Onchi, RCE 72157
Public Works Director / City Engineer
I, Cathie Simonovich, City Clerk of the City of Scotts Valley, hereby certify that the foregoing assessment, in the amount set forth in the Engineer's Estimate on Page 1 of the Assessment, was approved and confirmed by the City Council of the City of Scotts Valley on __________________.
_________________________________
Cathie Simonovich, City Clerk
The Assessment was filed in the office of the County Auditor of the County of Santa Cruz, California, on __________________.
__________________________________
Cathie Simonovich, City Clerk
I HEREBY CERTIFY that the enclosed Engineer's Report and Assessment was recorded in my office on ___________________.
Public Works Director / City Engineer
Scotts Valley, Santa Cruz County, California
By ________________________________
Rodolfo Onchi, RCE 72157
SKYPARK OPEN SPACE MAINTENANCE ASSESSMENT DISTRICT NO. 1
ASSESSMENT ROLL
Assessment Assessor's Assessment
No. Parcel No. Amount
______________________________________________________________________ 1001 22-691-01 $219.74
1002 22-691-02 $219.74
1003 22-691-03 $219.74
1006 22-691-06 $219.74
1007 22-691-07 $219.74
1008 22-691-08 $219.74
1009 22-691-09 $219.74
1010 22-691-10 $219.74
1011 22-691-11 $219.74
1012 22-691-12 $219.74
1013 22-691-13 $219.74
1014 22-691-14 $219.74
1015 22-691-15 $219.74
1016 22-691-16 $219.74
1017 22-691-17 $219.74
1018 22-691-18 $219.74
1004 22-691-20 $219.74
1005 22-691-21 $219.74
1144 22-692-01 $219.74
1145 22-692-02 $219.74
1146 22-692-03 $219.74
1147 22-692-04 $219.74
1148 22-692-05 $219.74
1149 22-692-06 $219.74
1150 22-692-07 $219.74
1151 22-692-08 $219.74
1152 22-692-09 $219.74
1153 22-692-10 $219.74
1154 22-692-11 $219.74
1177 22-692-12 $219.74
1178 22-692-13 $219.74
1179 22-692-14 $219.74
1180 22-692-15 $219.74
1181 22-692-16 $219.74
1182 22
-692-17 $219.74
1183 22-692-18 $219.74
1184 22-692-19 $219.74
1185 22-692-20 $219.74
1186 22-692-21 $219.74
1187 22-692-22 $219.74
1188 22-692-23 $219.74
1189 22-692-24 $219.74
1190 22-692-25 $219.74
1107 22-693-01 $219.74
1108 22-693-02 $219.74
1109 22-693-03 $219.74
1110 22-693-04 $219.74
1137 22-693-05 $219.74
1138 22-693-06 $219.74
1139 22-693-07 $219.74
1140 22-693-08 $219.74
1141 22-693-09 $219.74
1142 22-693-10 $219.74
1143 22-693-11 $219.74
1019 22-701-01 $219.74
1020 22-701-02 $219.74
1021 22-701-03 $219.74
1022 22-701-04 $219.74
1023 22-701-05 $219.74
1024 22-701-06 $219.74
1025 22-701-07 $219.74
1026 22-701-08 $219.74
1027 22-701-09 $219.74
1028 22-701-10 $219.74
1029 22-701-11 $219.74
1030 22-701-12 $219.74
1031 22-701-13 $219.74
1032 22-701-14 $219.74
1033 22-701-15 $219.74
1176 22-702-01 $219.74
1175 22-702-02 $219.74
1174 22-702-03 $219.74
1173 22-702-04 $219.74
1172 22-702-05 $219.74
1171 22-702-06 $219.74
1170 22-702-07 $219.74
1169 22-702-08 $219.74
1168 22
-702-09 $219.74
1167 22-702-10 $219.74
1166 22-702-11 $219.74
1165 22-702-12 $219.74
1164 22-702-13 $219.74
1163 22-702-14 $219.74
1162 22-702-15 $219.74
1161 22-702-16 $219.74
1160 22-702-17 $219.74
1159 22-702-18 $219.74
1158 22-702-19 $219.74
1157 22-702-20 $219.74
1156 22-702-21 $219.74
1155 22-702-22 $219.74
1134 22-702-26 $219.74
1133 22-702-27 $219.74
1132 22-702-28 $219.74
1131 22-702-29 $219.74
1115 22-702-30 $219.74
1114 22-702-31 $219.74
1113 22-702-32 $219.74
1112 22-702-33 $219.74
1111 22-702-34 $219.74
1135 22-702-36 $219.74
1136 22-702-37 $219.74
1105 22-703-01 $219.74
1106 22-703-02 $219.74
1073 22-703-03 $219.74
1072 22-703-04 $219.74
1129 22-711-01 $219.74
1128 22-711-02 $219.74
1127 22-711-03 $219.74
1126 22-711-04 $219.74
1125 22-711-05 $219.74
1124 22-711-06 $219.74
1123 22-711-07 $219.74
1122 22-711-08 $219.74
1121 22-711-09 $219.74
1120 22-711-10 $219.74
1119 22-711-11 $219.74
1118 22-711-12 $219.74
1117 22-711-13 $219.74
1100 22-711-14 $219.74
1099 22
-711-15 $219.74
1098 22-711-16 $219.74
1097 22-711-17 $219.74
1096 22-711-18 $219.74
1095 22-711-19 $219.74
1094 22-711-20 $219.74
1093 22-711-21 $219.74
1092 22-711-22 $219.74
1091 22-711-23 $219.74
1090 22-711-24 $219.74
1089 22-711-25 $219.74
1088 22-711-26 $219.74
1087 22-711-27 $219.74
1086 22-711-28 $219.74
1085 22-711-29 $219.74
1084 22-711-30 $219.74
1083 22-711-31 $219.74
1082 22-711-32 $219.74
1081 22-711-33 $219.74
1080 22-711-34 $219.74
1079 22-711-35 $219.74
1078 22-711-36 $219.74
1130 22-711-38 $219.74
1116 22-711-39 $219.74
1101 22-711-40 $219.74
1102 22-711-41 $219.74
1103 22-711-42 $219.74
1104 22-711-43 $219.74
1074 22-711-44 $219.74
1075 22-711-45 $219.74
1076 22-711-46 $219.74
1077 22-711-47 $219.74
1034 22-712-01 $219.74
1035 22-712-02 $219.74
1036 22-712-03 $219.74
1037 22-712-04 $219.74
1038 22-712-05 $219.74
1039 22-712-06 $219.74
1040 22-712-07 $219.74
1041 22-712-08 $219.74
1042 22-712-09 $219.74
1043 22-712-10 $219.74
1044 22-712-11 $219.74
1045 22
-712-12 $219.74
1046 22-712-13 $219.74
1047 22-712-14 $219.74
1048 22-712-15 $219.74
1049 22-712-16 $219.74
1050 22-712-17 $219.74
1051 22-712-18 $219.74
1052 22-712-19 $219.74
1053 22-712-20 $219.74
1054 22-712-21 $219.74
1071 22-713-01 $219.74
1070 22-713-02 $219.74
1069 22-713-03 $219.74
1068 22-713-04 $219.74
1067 22-713-05 $219.74
1066 22-713-06 $219.74
1065 22-713-07 $219.74
1064 22-713-08 $219.74
1063 22-713-09 $219.74
1062 22-713-10 $219.74
1061 22-713-11 $219.74
1060 22-713-12 $219.74
1059 22-713-13 $219.74
1058 22-713-14 $219.74
1057 22-713-15 $219.74
1056 22-713-16 $219.74
1055 22-713-17 $219.74
AGENDA ITEM 1.
DATE: 6/17/2026
City of Scotts Valley
CITY COUNCIL STAFF REPORT
DATE: 6/17/2026
TO: Honorable Mayor and City Council
FROM: Mali LaGoe, City Manager
APPROVED: Mali LaGoe, City Manager
SUBJECT: Selection of Town Center developer to enter an Exclusive Negotiation Agreement and work toward a Disposition and Development Agreement for the future Town Center
SUMMARY OF ISSUE
On December 17, 2025, the City Council declared numerous properties within the Town Center Specific Plan Area as exempt surplus land pursuant to Government Code section 54221(f)(1)(H). On February 20, 2026 the City issued a Request for Proposals (RFP) from interested developers to partner with the City to develop the City's Town Center in accordance with Government Code section 54221(f)(1)(H). On March 25th, questions were due from potential proposers and the City received 28 questions. The City posted answers to each question on April 3rd. Proposals were due on April 24th and the City received two responsive proposals. The two responses were submitted by Swenson and City Ventures. A panel of seven reviewers was assembled to independently score each proposal and then the panel convened to review scores and discuss the proposals. The panel determined both proposals were responsive and invited both teams for interviews which were held on May 29th.
After careful review of the proposals and extensive questions asked during the interview process, the review panel unanimously recommends moving forward with Swenson as the Town Center Developer. Strengths of their proposal are familiarity with the community, a strong track record for developing retail, affordable and market rate housing, and flexibility and commitment to work with the City to refine their proposal to better align with the City's Town Center preferred vision and Specific Plan specifications.
It is worth noting that neither proposal completely aligns with the City's vision. Both proposals include 100+ town homes which deliver desirable for-sale market-rate housing, but take up significant space, squeezing the other uses (retail/commercial and affordable housing) into either smaller footprints or higher building heights. The review panel raised several questions and concerns with both teams regarding building height, location and impact on the "downtown" feel, which is critical in the project serving as Scotts Valley's Town Center.
The next step in the process is to enter into an Exclusive Negotiation Agreement (ENA) with one developer. During this phase, expected to take 6 months, the City team will work closely with the selected developer to refine their project to better align with the City's vision and
ensure compliance with the Surplus Land Act. The developer will conduct their due diligence regarding the site and expend resources developing project plans. The goal, at the end of the ENA phase, is to have mutually agreeable deal points for a Disposition and Development Agreement (DDA) with the selected developer and a submittal ready application for the development of the Town Center core. The DDA will include a detailed project plan, conditions of approval, off-site improvements, potential financial support from the City for infrastructure improvements and the affordable housing component of the project, the land price for selling the property to the developer, and other related deal points.
The recommended action for the City Council today is to approve Swenson as the chosen developer to move forward into the ENA phase. The City Council is not approving the project or any specific component included in Swenson's proposal at this time. The entitlements for the actual project will come back to the Planning Commission and City Council at a future date, once the DDA is drafted and mutually agreeable by both parties.
Project documents, submitted proposals and additional information on the Town Center can be found at https://scottsvalley.gov/TownCenter.
FISCAL IMPACT
Included in the draft ENA is a $15,000 fee to be paid by the Developer to the City to cover the City's review costs during the ENA phase.
STAFF RECOMMENDATION
Staff recommends the City Council approve Swenson as the selected Town Center developer and authorize the City Manager to enter into an Exclusive Negotiation Agreement with Swenson in a form approved by the City Attorney.
TABLE OF CONTENTS
1. Swenson ENA Final
THIS EXCLUSIVE NEGOTIATION AGREEMENT (this "Agreement") is entered into as of June 17, 2026 ("Effective Date"), between the CITY OF SCOTTS VALLEY, a California municipal corporation ("City"), and Green Valley Corporation, a California corporation dba Swenson ("Developer")
RECITALS
WHEREAS, City and Developer are hereinafter sometimes referred to collectively as the "Parties" or individually as a "Party”; and
WHEREAS, the City of Scotts Valley ("City") owns that certain real property located at the northwest corner of Mount Hermon Road and Kings Village Road in the City of Scotts Valley, County of Santa Cruz, California, commonly referred to as Assessor's Parcel Numbers 022-721-07, 022-721-08, 022-721-09, 022-601-01, 022-212-19, 022- 212-21, 022-212-22, 022-721-06 and a portion of 022-721-02 totaling approximately
18.56 acres as depicted on Exhibit A attached hereto and incorporated herein by reference (as used herein, the “Town Center Parcels” or the “Property”); and WHEREAS, on December 17, 2025, the City Council certified an EIR and approved the Scotts Valley Town Center Specific Plan (“TCSP”) which designates the Town Center Parcels for Mixed Use- Town Center Use which allows residential, retail and mixed use development; and
WHEREAS, on January 21, 2026, the City Council declared the Town Center Parcels Exempt Surplus Land pursuant to Resolution No. 2084; and WHEREAS, on February 11, 2026, the California Department of Housing and Community Development determined that the Town Center Parcels qualify as “exempt surplus land” under Government Code section 54221, subdivision (f)(1)(H) (the “Surplus Land Act”); and
WHEREAS, on February 20, 2026, pursuant to California Government Code section 54221(f)(1)(H), the City issued a Request for Proposals for developers interested in acquiring the Town Center Parcels and developing them in accordance with the TCSP and the Surplus Land Act; and
WHEREAS, the City received two proposals and has determined that Swenson (“Developer”) is the appropriate developer with which to negotiate the potential sale of the Town Center Parcels; and
WHEREAS, the Developer’s proposal is not entirely consistent with the vision in the TCSP; however, the parties believe they can work together during the term of this Agreement to refine the project to meet both the Developer’s and the City’s vision for the Town Center Parcels; and
EXCLUSIVE NEGOTIATION AGREEMENT
WHEREAS, Developer and the City desire to begin exclusive negotiations for the sale of the Town Center Parcels and development in accordance with the TCSP and SLA.
NOW, THEREFORE, CITY AND THE DEVELOPER HEREBY AGREE AS
FOLLOWS:
I. NEGOTIATIONS
The Town Center Parcels are proposed to be developed as a mixed use retail and housing project known as the Scotts Valley Town Center in accordance with the 2025 Town Center Specific Plan which delineates the vision for this development, including at least 300 residential units in accordance with the Surplus Land Act (the “Project”). The Parties hereby agree to enter into good faith negotiations to negotiate a Disposition and Development Agreement (“DDA”) in accordance with the following parameters:
1. The City and the Developer agree, for the Negotiating Period described in Section 1.2, to work cooperatively and in good faith to make a preliminary feasibility determination and, if the Project or any portion thereof is determined to be feasible and desirable by both Parties, to negotiate diligently and in good faith the terms of the DDA for the development and construction of the Project on the Town Center Parcels. During the Negotiating Period, the Parties shall use good faith efforts to accomplish the respective tasks outlined in Article 2 to facilitate the negotiation of a mutually satisfactory DDA.
2. During the Negotiating Period (as the Negotiating Period may be extended pursuant to Section 1.2), the City shall not negotiate with any party other than the Developer regarding the acquisition or development of the Town Center Parcels or solicit or entertain bids or proposals to do so.
Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the City from allowing any temporary uses of the Town Center Parcels that the City deems appropriate, at its sole and absolute discretion; provided the City will not knowingly allow any temporary use that may result in the contamination or damage to the Property, or that may materially or adversely affect the Developer's intended development thereof, and Developer shall have no liability or responsibility for any contamination or damage resulting from a temporary use, and further provided that all temporary uses of the Town Center Parcels shall terminate, and such occupants shall vacate, prior to delivery of the Town Center Parcels to Developer pursuant to the terms of the DDA.
3. Among the issues to be addressed in the negotiations are: (1) the physical and land title conditions of the Town Center Parcels and remediation of any adverse conditions thereon; (2) the land uses to be included in the Project, or portions thereof, (3) the type of land use entitlements necessary for the Project, including environmental review; (4) the Project development schedule, and phasing plan, if applicable; (5) financing and feasibility of the Project; (6) the marketing and management of the Project; (7) the sale price and conditions of sale for the Town Center Parcels; and (8) other matters
that may be identified by either Party.
4. The City and Developer agree that the negotiations under this Agreement and the DDA will be based on the proposal received from the Developer on April 24, 2026, which is on file in the office of the City Clerk and incorporated herein by this reference (the "Proposal").
5. Nothing in this Agreement shall be deemed a covenant, promise, or commitment by Developer, City or any City employee, with respect to Developer's acquisition of the Town Center Parcels or any portion thereof, or the approval of development thereon. Developer's and City's acceptance of this Agreement is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving full and final discretion and approval by City as to any actions required of it. No project is defined by this Agreement.
II. NEGOTIATION PERIOD
City and Developer agree to negotiate the terms of a DDA for a period of 180 calendar days from the Effective Date; provided however that, upon written request of Developer, the City Manager may in her sole and absolute discretion extend the exclusive negotiation period for up to 60 days. The first 180-day period plus any extension(s) as provided herein, to the extent such extension(s) is (are) granted, shall hereinafter be defined as the "Negotiation Period". If, upon the expiration of the Negotiation Period, City and Developer have not reached an approved form of DDA, then this Agreement shall automatically terminate and Developer shall have no further rights regarding the subject matter of this Agreement or the Town Center Parcels, and City shall be free to negotiate with any other persons or entities with regard to the Town Center Parcels and each and every portion thereof.
III. OBLIGATIONS OF CITY AND DEVELOPER
Within five (5) business days of the Effective Date, City shall provide to Developer the following documents to the extent the City has access to these documents: (1) preliminary boundary and topographic survey for the Property, (2) reports related to the environmental condition of the Town Center Parcels, and (3) all other reports, surveys and other materials in the possession or control of the City relevant to the Property.
In addition, City shall provide Developer with a draft DDA within forty-five (45) days of the Effective Date, and the parties will have until expiration of the Negotiation Period to negotiate and finalize the terms of the DDA.
Within seventy-five (75) days of the Effective Date, Developer, at its sole cost, shall provide the City Manager with the following documents and information:
1. Project Description. Developer shall provide a detailed description of the proposed project.
2. Updated Conceptual Plan. Developer shall provide updated conceptual architectural drawings, including but not limited to, (i) a plan showing the
proposed new construction for the Town Center Parcels, (ii) the type of uses and proposed square footage of each building proposed, and (iii) points and paths of pedestrian and vehicular circulation, ingress and egress from and within the Town Center Parcels.
Within twenty (20) days of receipt thereof, City shall provide any material comments to the foregoing submittals or the same shall be deemed acceptable to move to the next step.
Within one hundred sixty (160) days of the Effective Date, Developer, at its sole cost, shall provide the City Manager with the following documents and information:
1. Further Updated Conceptual Plan: Developer shall provide further updated conceptual architectural plans incorporating agreed upon feedback from the City, including but not limited to, (i) a plan showing the proposed new construction for the Town Center Parcels, (ii) the type of uses and proposed square footage of each building proposed, (iii) points and paths of pedestrian and vehicular circulation, ingress and egress from and within the Town Center Parcels, (iii) phasing plan, if applicable or available; and (iv) conceptual plans for off site improvements, to the extent the off site improvements are known to Developer and City at this time..
2. Updated Financial Model. Developer shall provide an updated financial model for the Project with sources and uses of funds including city contributions and possible EIFD contributions and an updated financial pro forma for the development.
Within fifteen (15) days of receipt thereof, City shall provide any material comments to the foregoing submittals. In the event the City needs additional time, the term of the agreement shall be extended by the additional amount of time needed by the City, but in no event longer than an additional 30 days.
At the end of the Negotiation Period, including any extensions, the Developer and city will also agree upon a timeframe for Developer’s submittal of a full development application for the Project and finalizing the DDA.
In addition, Developer, at its cost, shall, at the request of the City Manager, make periodic oral progress reports on all matters and all studies being made related to Developer's acquisition and development of the Town Center Parcels and other matters under negotiation to the extent that they do not include confidential matters. Developer, at its cost, shall coordinate and participate in workshops, meetings, or presentations concerning the Town Center Parcels at the request of the City Manager. All fees and expenses for engineers, architects, financial consultants, legal, planning or other consultants retained by Developer to perform Developer's obligations set forth in this Agreement shall be the sole responsibility of Developer. The City shall not be obligated to pay or reimburse any such fees and expenses incurred by Developer whether or not this Agreement is eventually terminated or extended, or whether or not a DDA is entered into between the City and Developer in the future. Nothing herein reduces or eliminates any requirements of City or any other governmental entity with jurisdiction over the Town Center Parcels.
The deadlines included in this section may be adjusted at the sole discretion of the City Manager.
IV. DUE DILIGENCE
During the Negotiation Period, Developer may undertake all due diligence it deems necessary, including, without limitation, the right to conduct a survey, and, at Developer’s option, tests of soil and ground water and boring, percolation, and other soil and water tests and/or such other investigations or tests commonly performed as part of a Phase I or Phase II environmental study, at its sole cost and expense, to determine whether or not to enter into a DDA for the Town Center Parcels. Developer is granted the right to enter the Town Center Parcels subject to the terms of Section XI below. Copies of any reports prepared or results of the investigation shall be provided to the City.
V. NEGOTIATION FEE
Within ten (10) days from the mutual execution of this Agreement, the Developer shall deliver to the City, in cash, a fee of Fifteen Thousand ($15,000.00) (the “Negotiation Fee”). The Negotiation Fee is the amount which has been bargained for and agreed to as consideration for the City’s execution and delivery of this Agreement, the City’s time in performing under this Agreement and for the rights and privileges granted to Developer herein, including any and all rights granted to Developer to terminate this Agreement.
Other than payment of the Negotiation Fee, Developer shall not incur any additional costs of the City in performing under this Agreement during the Negotiation Period, including, without limitation, staff time, third party consultants time, City legal fees, or otherwise.
VI. ACKNOWLEDGMENTS AND RESERVATIONS
1. If this Agreement expires or is terminated for any reason, or a future DDA is not executed by both City and Developer for any reason, neither City nor Developer shall be under any further obligation to each other regarding the disposition of the Town Center Parcels or the development thereof.
2. Developer acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer or proposal by City to Developer, nor an acceptance by City of any offer or proposal from Developer, for City's conveyance of any interest in the Town Center Parcels, or any portion or parcel thereof, to Developer or for City to provide any financial or other assistance to Developer for development of the Town Center Parcels.
3. Developer acknowledges and agrees that neither Developer nor any affiliate of Developer has acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from City.
VII. DEVELOPER FINANCIAL DISCLOSURE
City reserves the right to obtain further information, data, and commitments to ascertain the ability and capacity of Developer to develop the Town Center Parcels. Developer
acknowledges that it may be requested to make certain confidential financial disclosures to City, its staff or legal counsel, as part of the financial due diligence investigations of City relating to the potential disposition of the Town Center Parcels and its development.
City and Developer recognize that such financial disclosures may contain sensitive information relating to other business transactions of Developer, that the disclosure of such information to third parties could impose commercially unreasonable and/or anticompetitive burdens on Developer and, correspondingly, diminish the value or fiscal benefit that may accrue to City upon the disposition of the Town Center Parcels and development thereof by Developer, if a future DDA is entered into between City and Developer. Accordingly, City agrees to maintain the confidentiality of any business records of Developer disclosed to City, except as the City Attorney reasonably determines must be disclosed pursuant to the California Public Records Act or other applicable law.
The defense of any action seeking disclosure of protected business records shall be at Developer's expense and handled, at City's option, either by the City Attorney, or legal counsel selected by Developer and reasonably acceptable to the City Attorney.
VIII. REMEDIES
1. Default and Breach
a. Failure or delay by either Party to perform any material term or provision of this Agreement shall constitute a "default" under this Agreement. If the Party who is claimed to be in default by the other Party commences to cure, correct or remedy the default within five (5) calendar days after receipt of written notice specifying such default and diligently completes such cure, correction or remedy within ten (10) calendar days after the expiration of the five (5) day period (for a total of fifteen (15) calendar days to cure the default), such Party shall not be in default under this Agreement. In no event shall any time to cure, correct or remedy a default extend the Negotiation Period. b. The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.
However, the injured Party shall have no right to exercise any remedy permitted for a "breach" (as defined below) under this Agreement, without first delivering written notice of the default.
c. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by such Party, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. d. If a Party in default fails either (i) to commence to cure, correct or remedy the default within five (5) calendar days following written notice of such default, or (ii) to complete such cure, correction or remedy within ten (10) calendar days after the expiration of the five (5) day period (for a total of fifteen (15) calendar days to cure the default), a "breach" of this Agreement by the defaulting Party shall be deemed to have
occurred. In no event shall City's or City's disapproval or conditional approval of the Plans, the DDA, any CEQA review, or any other matters that require City's or City's approval pursuant to this Agreement or applicable law constitute a default or breach under this Agreement by City.
2. Remedies for Breach and Release of Claims
a. In the event of a breach of this Agreement, the Party who is not in breach shall have the right to terminate this Agreement by serving written notice of termination on the other Party. City and Developer each acknowledge and agree that their respective sole and exclusive remedy upon the breach of this Agreement by the other is to terminate this Agreement, without cost, expense, or liability to either Party. b. Each Party acknowledges that it is aware of the meaning and legal effect of California Civil Code section 1542, which provides:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him would have materially affected his settlement with the
debtor."
c. California Civil Code section 1542 notwithstanding, it is the intention of both City and Developer to be bound by the limitation on damages and remedies set forth in this Subsection 2 of Section VIII (i.e., the sole remedy for breach of this Agreement is termination of this Agreement), and City and Developer hereby release any and all claims against each other for monetary damages or other legal or equitable relief related to any breach of this Agreement, whether or not any such released claims were known or unknown to either City or Developer as of the Effective Date. City and Developer each waive the benefits of California Civil Code section 1542 and all other statues and judicial decisions (whether state or federal) of similar effect with regard to the limitations on damages and remedies and waivers of any such damages and remedies contained in this Subsection 2 of Section VIII.
d. Surviving Clause
This Section VIII shall survive the expiration of the Negotiation Period and any termination of this Agreement for whatever reason.
IX. INDEMNIFICATION
Developer shall defend, indemnify and hold harmless the City and their respective officers, officials, members, employees, agents, representatives, and volunteers, from and against all damages and liability, including but not limited to any and all claims, demands, expenses, fees, costs, liabilities, suits, causes of action, litigation, relocation benefits or expenses, attorney's fees, and expert witness fees (all of the foregoing, collectively, "Claims") caused by the acts or omissions of Developer or its principals, directors, managers, shareholders, joint venturers, partners, employees, agents, or representatives in connection with Developer's Due Diligence Investigations and the
Right of Entry, except to the extent such damage or liabilities are caused by the negligence or willful misconduct of City or its officers, officials, members, employees, agents, representatives, or volunteers acting in an official capacity. Specifically, but without limiting the scope of the foregoing sentence, if Developer, during the Negotiation Period, seeks to acquire any parcels owned by third parties, City expressly disclaims any responsibility or liability for such Developer negotiations or acquisitions and Developer shall defend, indemnify and hold harmless the City and the City and their respective officers, officials, members, employees, agents, representatives, and volunteers, from and against all damages and liabilities, including but not limited to Claims (as defined above), caused by or resulting from the acts or omissions of Developer or its principals, directors, managers, shareholders, joint venturers, partners, employees, agents, or representatives in connection with the negotiation or acquisition of any parcel owned by third parties, except to the extent such damage or liabilities are caused by the negligence or willful misconduct of City or its officers, officials, members, employees, agents, representatives, or volunteers acting in an official capacity, and City shall indemnify, defend, and hold Developer harmless to, but only to, such extent. The provisions of this Subsection IX shall survive the expiration or early termination of this Agreement for any reason whatsoever.
X. RIGHT OF ENTRY
1. In connection with Developer's due diligence investigations of the Town Center Parcels, City hereby grants to Developer, and its affiliates, agents, contractors and employees, a license (the "License") to enter upon the Town Center Parcels in order to conduct any and all inspections, investigations, tests and studies (including, without limitation, architectural inspections, engineering tests, soils, seismic and geologic reports and environmental testing) with respect to the Town Center Parcels (“Due Diligence Investigations") as Developer may reasonably elect to make, all at Developer's sole cost and expense. Developer shall notify the City Manager, which may be by written or telephonic notice, prior to a planned entry on the Town Center Parcels and provide information to the City Manager as to the purpose of the planned entry and the estimated time for completing the particular Due Diligence Investigation. All Due Diligence Investigations performed on or adjacent to the Town Center Parcels shall be undertaken in conformance with all City requirements, including obtaining any and all permits. For those properties not owned by the City, Developer shall obtain the prior written consent of those property owners before entering and/or conducting any tests on those properties. The City shall assist Developer in obtaining such consent.
2. City may revoke this License (i) upon written notice to Developer if, in the reasonable judgment of the City Manager (or acting as the City Manager of City) such revocation is necessary to protect the public health, safety, or welfare pursuant to the exercise of City's or the City's police powers; or (ii) upon two (2) business days' written notice to Developer that Developer is in violation of the terms of this Agreement or of any applicable law, statute, ordinance, rule, or regulation pertaining to the Due Diligence Investigations or Developer's Right of Entry, and Developer has failed to cure such violation within that period of two (2) business days following Developer's receipt of notice from City.
3. Unless the License is terminated prior to the expiration of this Agreement, the License shall terminate and be void as of the expiration or earlier termination of this Agreement.
4. Developer shall cause to have its Due Diligence Investigations conducted in accordance with all laws applicable thereto, and in a good and workmanlike manner. All information, other than matters of public record, furnished to, or obtained through, Developer's Due Diligence Investigations of the Town Center Parcels shall be treated by Developer as confidential and shall not be disclosed to anyone other than Developer's representatives who agree to maintain the confidentiality of such information; provided that the foregoing shall not apply to any disclosures made by Developer as required by law, court order, or in connection with any subpoena or similar instrument served upon Developer, or to any documents which become a public record pursuant to the California Public Records Act. The provisions of this Subsection 4 shall survive the expiration or early termination of this Agreement for any reason whatsoever.
5. Developer shall keep the Town Center Parcels free and clear of any mechanic's or materialmen's liens arising out of Developer's Due Diligence Investigations.
The provisions of this Subsection 5 shall survive the expiration or early termination of this Agreement for any reason whatsoever.
6. Upon the earlier of (i) the termination of the License, or(ii) the expiration or early termination of this Agreement, Developer shall promptly (a) repair any damage to the Town Center Parcels caused by Developer's or any of its representatives' entry thereon, and (b) remove Developer's or any of its representatives' personal property from the Town Center Parcels. The provisions of this Subsection 6 shall survive the expiration or early termination of this Agreement for any reason whatsoever.
7. Without limiting Developer's indemnification obligations as set forth in this Agreement, Developer, prior to any entry on the Town Center Parcels by Developer or its employees, agents, representatives, consultants, or contractors, shall procure and maintain, at its sole cost and expense, for the period of such entry, the following policies of insurance:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence limit.
b. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, covering hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000
per accident for bodily injury and property damage.
c. Workers’ Compensation: as required by the State of California, with Statutory Limits.
The insurance policies are to contain, or be endorsed to contain, the following provisions:
The City of Scotts Valley, its Council Members, elected and appointed officers, agents and employees shall be named as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Independent Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Independent Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
For any claims related to this Agreement, Developer’s insurance coverage shall be primary insurance coverage (at least as broad as ISO CG 20 01 04 13) with respect to the City, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Developer’s insurance and shall not contribute with it.
Developer hereby grants to City a waiver of any right to subrogation which any insurer of said Developer may acquire against the City by virtue of the payment of any loss under such insurance. Developer agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Developer shall require the insurer to provide City with 30-day prior notice of termination or material change in coverage and ten (10) days prior notice of cancellation for nonpayment.
All of the insurance policies required hereunder, except the worker's compensation insurance, shall comply with the following requirements:
a. All insurance shall be written by insurers that are authorized to do business in the State of California and with A.M. Bests rating of B++ or better and a minimum financial size VII.
b. The policies shall be endorsed to name the City and the City and their respective officers, officials, members, employees, agents, and volunteers as additional insureds.
c. All of Developer's insurance: (a) shall contain no special limitations on the scope of protection afforded to the additional insureds; (b) shall be primary insurance and any insurance or self-insurance maintained by the additional insureds or any of them shall be in excess of Developer's insurance and
shall not contribute with it.
d. The policies shall be "occurrence" rather than "claims made" insurance. e. The policies shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
f. The policies shall prohibit Developer from waiving the right of subrogation prior to a loss.
g. The policies shall not contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured.
h. City reserves the right at any time during the term of this Agreement to reasonably change the amounts and types of insurance required by giving Developer not less than thirty (30) days advance written notice of such change.
Prior to any entry onto the Town Center Parcels by Developer or its employees, agents, representatives, consultants, or contractors, Developer shall provide the City Manager with Certificates of Insurance evidencing the above insurance coverages and said Certificates of Insurance are reasonably approved by City. Certificates are to reflect that the insurer will provide 30 days written notice to City of any cancellation of coverage and if the Accord certificate form is used the word "endeavor to" shall be stricken from the insurer's written notification section. In the event any of said policies of insurance are reduced in limits or cancelled for any reason, Developer shall, prior to the cancellation date, submit new evidence of insurance, in conformance with this Section X.
Developer shall not enter upon the Town Center Parcels for the purpose of the Due Diligence Investigations until Developer has provided the City Manager with the required Certificate of Insurance and the City Manager has approved same.
The provisions of any workers' compensation or similar act shall not limit the obligations of Developer under this Agreement. Developer expressly agrees not to use any statutory immunity defenses under such laws with respect to City or the City, or its officers, officials, members, employees, agents, representatives, or volunteers acting in an official capacity.
Developer agrees to provide immediate notice to City of any claim or loss against Developer arising out of any acts or omissions of Developer under this Agreement. City assumes no obligation or liability by such notice, but has the right to monitor the handling of any such claim or claims if they are likely to involve the City or the City or any officer, official, member, employee, agent, representative, or volunteer acting in an official capacity.
XI. MISCELLANEOUS
1. No Broker or Finder
Neither the City nor Developer shall be responsible for any real estate commission or brokerage fees resulting from this Agreement, or a potential sale pursuant to the DDA or otherwise. Both parties represent and warrant that no brokers have been involved in this Agreement and each party shall indemnify the other for any commissions or fees in violation of such representation.
2. Governing Law: Venue
City and Developer agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the internal laws of the State of California without application of principles of conflicts of law. City and Developer acknowledge and agree that this Agreement was negotiated and entered into in the City of Scotts Valley, California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Santa Cruz, or in the Federal District Court of the applicable federal district of California.
3. Partial Invalidity
If any term or provision or portion thereof of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision or portion thereof to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
4. Waivers
No waiver of any breach of any covenant or provision contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach or such provision, or of any other covenant or provision contained in this Agreement. No extension of the time for performance of any obligation or act or any waiver of any provision of this Agreement shall be enforceable against City or Developer, unless made in writing and executed by both City and Developer.
5. Notices
All notices under this Agreement shall be delivered by personal delivery, by a reputable same-day or overnight courier service, or by mailing in the U.S. mail by prepaid certified mail, or by email transmission provided the sender receives written confirmation of receipt of the transmission and delivers the original of such transmission to the other Party within one (I) business day thereafter by one of the other means described herein. Notices shall be directed to the respective Parties as follows:
If to City:
City of Scotts Valley
City Manager
One Civic Center Drive
Scotts Valley, CA 95066
831-440-5600 (tel)
[email protected] (email)
With a copy to:
City of Scotts Valley
City Attorney
One Civic Center Drive
Scotts Valley, CA 95066
831-440-5604 (tel)
[email protected] (email)
If to Developer:
Swenson
777 N. First Street, Fifth Floor
San Jose, CA 95112
408-287-0246
[email protected]
With a copy to:
Situs Law, PC
Attn: Summer Ludwick, Esq
4150 La Posada
San Luis Obispo, CA 93401
408-786-8328
[email protected]
A Party may change the address for delivery of notices to it as such Party may from time to time designate in writing to the other Party by a written notice conforming to the requirements of this section. Notices delivered by personal delivery, or same-day or overnight courier service, or facsimile transmission, shall be effective upon receipt (provided that any notices received after 5:00 p.m. on a business day shall not be deemed received until 9:00 a.m. the next business day). Notices delivered by mail shall be effective as of Noon on the third business day following deposit with the United States Postal Service.
6. Construction
Headings at the beginning of each section and subsection of this Agreement are solely for the convenience of reference of City and Developer and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall
include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one or the other of City or Developer but rather as if both City and Developer prepared this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. If any exhibits are referred to in this Agreement, such exhibits are either attached to this Agreement or incorporated into this Agreement by reference.
7. Nonliability of City Officials. Officers and Employees.
No officer, official, member, employee, agent, representative, or volunteer of the City or of the City shall be personally liable to Developer, or any successors in interest, in the event of any default or breach by City of this Agreement, or for any amount which may become due to Developer or to any successors under this Agreement, or for breach of any obligation of the terms of tills Agreement.
8. Time of the Essence
Time is of the essence in this Agreement and of each and every term and provision hereof, it being understood that the Parties hereto have specifically negotiated the dates or time limits for the completion of each obligation herein.
9. Entire Agreement: Amendment.
This Agreement sets forth the entire agreement between the Parties with respect to the subject matter set forth herein and supersedes all prior discussions and negotiations between the Parties with respect thereto. No amendment to this Agreement shall be effective unless set forth in a writing signed by an authorized signatory of each Party.
10. Counterparts.
This Agreement may be executed in any number of duplicate originals, all of which shall be of equal legal force and effect upon all of the Parties hereto signing this Agreement. [SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the Effective Date:
“DEVELOPER”
Green Valley Corporation, a California
corporation
By: _____________________________
Case Swenson, President
“CITY”
THE CITY OF SCOTTS VALLEY
By: _____________________________
Mali LaGoe, City Manager
ATTEST:
By: _________________________________
Cathie Simonovich, City Clerk
APPROVED AS TO FORM:
By: _________________________________
Kirsten Powell, City Attorney
EXHIBIT "A"
TOWN
CENTER
PARCELS
MAP
[SEE FOLLOWING PAGE]