City Council and Concurrent Authorities
January 11, 2022

Doc �: 2016-084447
7/20/16 3:55 PM
Steve J. Bestolarides San Joaquin County Recorders

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Stockton
425 North El Dorado Street
Stockton, CA 95202
Attention: City Clerk
Exempt from Recording Fees
Per Government Code Sections 6103 &27383
Space above this line for Recorder's use only.

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DEVELOPMENT AGREEMENT
by and between the

CITY OF STOCKTON,
a California municipal corporation
and

OPEN WINDOW PROJECT, LLC,
a California limited liability company
Dated: March 25, 2016
.....
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ARTICLE 1 DEFINITIONS .......................................................................................................... 3 Section I.I Definitions ........................................................................................... . 3 ARTICLE 2 GENERAL PROVISIONS ........................................................................................ 8 Section 2.1
Section 2.2
Ownership of Property ......................................................................... 8 City Representations and Warranties ................................................... 8 Section 2.3 Developer Representations and Warranties ......................................... 8 ARTICLE 3 EFFECTIVE DATE AND TERM ............................................................................ 9 Section 3.1 Effective Date ...................................................................................... 9 Section 3.2 Term ..................................................................................................... 9 ARTICLE 4 DEVELOPMENT OF PROPERTY ........................................................................ 11 Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
Section 4.8
Section 4.9
Vested Rights ..................................................................................... 11 Development and Design Standards .................................................. 12 Reservations of Authority .................................................................. 12 Regulationl,y Other Pt1_blic Agenci�/L ...... , ............... ., ................. ,. .... 13 Life of Project Approvals ................................................................... 13 Initiatives ............................................................................................ 13 Timing of Development ..................................................................... 14 Changes in the Law ............................................................................ 14 Expansion of Development Rights .................................................... 14 Section 4.10 Wastewater, Sanitary Sewer and Potable Water Capacity ................. 15 Section 4.11 Project Approvals and Applicable City Regulations ......................... 16 ARTICLE 5 OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES ............................... 16 Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.5
Developer Fees ................................................................................... 16 Fee Credits ......................................................................................... 17 · Financing Tools for Public Improvement Capital Costs .................... 19 Public Improvement Obligations .. ..................................................... 19 Prevailing Wage Requirements .......................................................... 21 Section 5.6 Taxes and Assessments ...................................................................... 22 Section 5. 7 Potential General Plan Density Increases .......................................... 23 ARTICLE 6 PUBLIC BENEFITS ............................................................................................... 23 ARTICLE 7 ANNUAL REVIEW ................................................................................................ 23 Section 7.1 Periodic Review ................................................................................. 23 ARTICLE 8 MORTGAGEE PROTECTION .............................................................................. 24 OAK #4850-7721-7314 vl5
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Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Mortgagee Protection ......................................................................... 24 Mortgagee Not Obligated .................................................................. 24 Notice of Default to Mortgagee; Right to Cure ................................. 24 No Supersedure .................................................................................. 25 Technical Amendments to this Article 8 ........................................... 25 ARTICLE 9 AMENDMENT OF AGREEMENT AND EXISTING APPROVALS .................. 25 Section 9.1
Section 9.2
Section 9.3
Section 9.4
Section 9.5
Section 9.6
Section 9.7
Section9.8
Amendment of Agreement by Mutual Consent. ................................ 25 Insubstantial Amendments to Agreement .......................................... 25 Requirement for Writing .................................................................... 25 Amendments to Development Agreement Statute ............................. 26 Amendments to Project Approvals .................................................... 26 Administrative Amendments of Project Approvals ........................... 26 Operating Memoranda ....................................................................... 27 CEQA .. ,., ....... , ......... .om••·· ..................................................................... 27 ARTICLE 10 COOPERATION AND IMPLEMENTATION .................................................... 27 Section 10.1
Section 10.2
Section 10.3
Section 10.4
Section 10.5
Section I 0.6
Section 10.7
Section 10.8
Subsequent Project Approvals ........................................................... 27 Scope of Review of Subsequent Project Approvals .......................... 28 Processing Applications for Subsequent Project Approvals .............. 28 Other Agency Subsequent Project Approvals; Authority of City ...... 28 Implementation of Necessary Mitigation Measures .......................... 29 Cooperation in the Event of Legal Challenge .................................... 29 Revision to Project ............................................................................. 30 State, Federal or Case Law ................................................................ 30 Section I 0.9 Defense of Agreement ....................................................................... 30 Section IO.IO Indemnity ........................................................................................... 30 ARTICLE 11 ASSIGNMENT ..................................................................................................... 30 Section I I.I
Section 11.2
Transfers and Assignments ................................................................ 30 Release Upon Transfer ....................................................................... 31 ARTICLE 12 DEFAULT; REMEDIES; TERM!NATION ......................................................... 32 Section 12.1
Section 12.2
Section 12.3
Section 12.4
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Breach and Default ............................................................................ 32 Tennination ........................................................................................ 32 Legal Actions ..................................................................................... 33 Rights and Remedies Are Cumulative ............................................... 33 ii
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Section 12.5
Section 12.6
Section 12.7
Section 12.8
No Consequential or Special Damages .............................................. 33 Resolution of Disputes ....................................................................... 33 Surviving Provisions .......................................................................... 33 Effects of Litigation ........................................................................... 34 Section 12.9 California Claims Act ........................................................................ 34 ARTICLE 13 MISCELLANEOUS PROVISIONS ..................................................................... 34 Section 13.1
Section 13.2
Section 13.3
Section 13.4
Section 13 .5
Section 13.6
Section 13.7
Section 13.8
Section 13.9
Section 13.10
Section 13 .11
Section 13.12
Section 13.13
Section 13.14
Section 13.15
Section 13.16
Section 13.17
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Incorporation of Recitals, Exhibits and Introductory Paragraph ....... 34 Severability ........................................................................................ 34 Construction ....................................................................................... 34 Covenants Running with the Land ..................................................... 35 Notices ............................................................................................... 35 Counterparts; Entire Agreement ........................................................ 36 Recordation of Agreement ................................................................. 36 N_CJ foint Vi:,ntllre or Partnership ··-•············•"" ......... w ............. UOU,o•O,·· 36 Waivers .............................................................................................. 36 California Law; Venue ....................................................................... 37 City Approvals and Actions ............................................................... 3 7 Estoppel Certificates .......................................................................... 37 No Third Party Beneficiaries ............................................................. 37 Signatures ....................................... .................................................... 37 Further Actions and Instruments ........................................................ 37 Attorneys' Fees .................................................................................. 38 Limitation on Liability ....................................................................... 38 iii
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Exhibit A-1
Exhibit A-2
Exhibit A-3
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
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LIST OF EXHIBITS
Diagram Depicting Developer Parcels and City Parcels
Legal Description of Developer Parcels
Legal Description of City Parcels
Impact Fees - FY 2015-16 Fee Schedule and City
Council Resolution Approving Fee Schedule
Intentionally Omitted
Connection Fees- FY 2015-16 Fee Schedule and City
Council Resolution Approving Fee Schedule
Form of Assignment and Assumption Agreement
Downtown Infrastructure Infill Incentive Prog;ram
Assessments
Downtown Financial Incentive Program Guidelines
Public Facilities Fee Program Administrative Guidelines List of Exhibits
EXHIBIT 1- Open Window Project DA

DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT ("Agreement") dated for reference purposes as of March 25, 2016 ("Agreement Date"), is entered into by and between OPEN WINDOW PROJECT, LLC, a California limited liability company ("Developer") and the CITY OF STOCKTON, a California municipal corporation ("City"), Developer and City are sometimes referred to individually herein as a "Party" and collectively as the "Parties." E.!i. C lltl!,S.

The following recitals are a substantive part of this Agreement; capitalized terms used herein and not otherwise defined are defined in Section I. 1 of this Agreement.

A. In order to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic costs and risk of development, the Legislature of the State of California enacted Section 65864 et seq, of the Government Code ("Development Agreement Statute") which authorizes a city and a developer having a legal or equitable interest in real property to enter into a binding, long-term development agreement, establishing certain development rights in the property. · - B. In accordance with the Development Agreement Statute, the City has adopted a development agreement ordinance codified as Chapter 16.128 of the City's Municipal Code ("Development Agreement Ordinance"). The provisions of the Development Agreement Statute and the City's Development Agreement Ordinance are collectively referred to herein as the "Development Agreement Law." This Agreement has been drafted and processed pursuant to the Development Agreement Law.

C. Developer holds a legal or equitable interest in approximately 43 parcels comprising approximately 9.464 acres ofiand located in the City of Stockton, County of San Joaquin, in the downtown area bounded by East Miner Street to the north, Aurora Street to the east, East Main Street to the south, and North Sutter Street to the west. These parcels ("Developer Parcels") are depicted in Exhibit A-1 and more fully described in Exhibit A-2.

D. On or about March 24, 2015, the City, the Parking Authority of the City of Stockton ("Parking Authority") and Developer, entered into an Exclusive Negotiating Rights Agreement ("ENRA") with respect to Developer's proposed acquisition of certain downtown parcels owned by City for incorporation into the development project that is the subject of this Agreement.

E. As contemplated by the ENRA, concurrently with the approval of this Agreement, City and the Parking Authority have approved the execution of a Purchase Option and Development Agreement ("City Option Agreement") pursuant to which Developer has the right to acquire five (5) City-owned parcels and three (3) Parking Authority-owned parcels collectively comprising approximately 2.42 acres of land and located within this same general area which are depicted in Exhibit A-1 and more particularly described in Exhibit A-3 ("City OAK #4850-7721-7314 v15
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Parcels"). The Developer Parcels and the City Parcels comprise approximately 11.884 acres of land and are collectively referred to herein as the "Property." F. Concurrently with the approval of this Agreement, City has approved a Master Development Plan for the Property ("Master Development Plan") which sets forth the proposed development program, design guidelines, key development requirements and parameters for the Project ( defined below), including without limitation setback requirements, permissible dwelling units per acre (DUA) and floor area ratio (FAR) ranges; development application review and approval provisions, and requirements for street trees, parking, sidewalks, public plazas and other amenities.

G. The Master Development Plan proposes a mixed-use development concept with up to 1,034 residential units, primarily built at higher densities as part of apartments or other multi-family unit developments, together with up to 200,000 square feet ofretail space, up to 90,000 square feet of commercial space and up to 110,000 square feet of industrial/art studio space ( collectively, the "Project"). The Master Development Plan may include residential development exceeding the 87 dwelling units on a parcel by parcel with an average density not exceeding 87 dwelling units per acre on any one block, consistent with current General Plan land use policies for density bonuses and consistent with other applicable general plan policies.

However, the City is currently working on a General Plan update which is expected to address. increased residential density in the downtown area. Therefore, for the purposes of the Project Initial Study, the analysis assumes that up to 1,400 residential units would be constructed, primarily built at higher densities as part of apartments or other multi-family unit developments.

H. This Agreement sets forth, among other things, the applicable fees, policies and zoning requirements that apply to development of the Project, and provides Developer with a vested right to develop the Project on the Property consistent with the Master Development Plan, the City's General Plan, and the land use designations and zoning applicable to the Property, each as in effect as of the Effective Date.

I. The Project relies on the following analysis under the California Environmental Quality Act ("CEQA") (set forth in Public Resources Code, section 21000 et seq.): a Mitigated Negative Declaration for the Master Development Plan adopted by the City Council on February 23, 2016 by Resolution No. 2016-02-23-1601-01 ("Mitigated Negative Declaration") and corresponding Mitigation Monitoring and Reporting Plan. As part of the environmental review of the Project, the City, pursuant to SB 610 ( codified at California Public Resources Code section 21151.9 and Water Code sections 10631 et seq.), requested and received from California Water Service Company a prepared by Yarne & Associates, Inc. ("Water Supply Assessment"), which Water Supply Assessment demonstrates that there will be adequate water supplies to meet the demands of the proposed Project, and the existing and other planned development within the City.

J. Prior to or concurrently with approval of this Agreement, the City has taken numerous actions in connection with the development of the Project on the Property, including adoption of the Master Development Plan by Resolution No. 2016-02-23-160!-01. The approvals described in Recital I and this Recital J, together with this Agreement, are collectively referred to herein as the "Existing Approvals."
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K. City has determined that by entering into this Agreement, City will further the purposes set forth in the Development Agreement Ordinance, and City will benefit from the increased range of housing options, retail establishments, employment opportunities, and renovation of abandoned and underdeveloped property, and publicly accessible civic and recreational space created by the Project for residents of City.

L. For the reasons recited herein, City and Developer have determined that the Project is a development for which this Agreement is appropriate. This Agreement will eliminate uncertainty regarding Existing Approvals and Subsequent Project Approvals, thereby encouraging planning for, investment in, and commitment to use and development of the Property. Continued use and development of the Property will in tum provide substantial employment, tax, and other public benefits to the City, contribute to the revitalization of downtown Stockton, and provide expanded housing, employment, retail and recreational opportunities for Stockton residents, thereby achieving the goals and purposes for which the Development Agreement Law was enacted.

M. The terms and conditions of this Agreement have undergone review by City staff, the Planning Commission and the City Council at publicly noticed meetings, and have been found to be fair, just and reasonable, in conformance with the Development Agreement Law and the goals, policies, standards and land use designations specified in the General Plan, and consistent with the requirement under Government Code Section 65867.5, and further, the City Council finds that the economic interests of City's citizens and the public health, safety and welfare will be best served by entering into this Agreement.

N. On January 14, 2016, the Planning Commission, the initial hearing body for purposes of development agreement review, recommended approval of this Agreement to the City Council. On February 23, 2016, the City Council adopted Ordinance No. 2016-02-23-1601 approving this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and provisions set forth herein, the receipt and adequacy of which are hereby aclmowledged, the Parties agree as follows:

AGREEMENT
ARTICLE 1 DEFINITIONS
Section 1.1 Definitions.

Agreement.
"Additional Benefitted Properties" is defined in Section 5.4D. "Administrative Amendment" is defined in Section 9.6.
"Agreement" means this Development Agreement.
"Agreement Date" means the reference date identified in the preamble to this OAK #4850-7721-7314 vl5 3
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"Annual Review" is defined in Section 7. IBA.
"Annual Review Form" is defined in Section 7.IB.
"Applicable City Regulations" means (a) the permitted uses of the Property, the maximum density and/or total number of residential units, the intensity of use, the maximum height and size of the proposed buildings, provisions for reservation or dedication ofland for public purposes, the conditions, terms, restrictions, and requirements for subsequent discretionary actions, the provisions for public improvements and financing of public improvements, and other terms and conditions of development applicable to the Property as set forth in the General Plan on the Effective Date, the Master Development Plan on the Effective Date, the Municipal Code of the City on the Effective Date, and the other ordinances, policies, rules, regulations, standards and specifications of the City in effect on the Effective Date; (b) New City Laws that apply to the Property as set forth in Section 4.1, Section 4.3C or Section

4.3D herein; and ( c) regulations that apply to the Property as set forth in Section 4.3A and 4.3B herein.
"Applicable Law" means (a) all State and Federal laws and regulations applicable to the Property and the Project as enacted, adopted and amended from time to time, and (b) the Applicable CityRegulations.
"CEQA" is defined in Recital I.
"Changes in the Law" is defined in Section 4.8.
"City" means the City of Stockton, a California municipal corporation. "City Option Agreement" is defined in Recital E.
"City Parcels" is defined in Recital E.
"City Parties" means City and its elected and appointed officials, officers, agents, employees, contractors and representatives.
"City Council" means the City Council of the City of Stockton. "Connection Fees" means those fees charged by City or by a utility provider to utility users as a cost for connecting to water, sanitary sewer and other applicable utilities. "Default'' is defined in Section 12.1.
"Developer" means Open Window Project, LLC, a California limited liability company, and its permitted assignees and successors-in-interest under this Agreement. "Developer Affiliate" means an entity which controls, is controlled by, or under common control with Developer.
"Developer Parcels" is defined in Recital C.

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"Development Agreement Law" is defined in Recital B.
"Development Agreement Ordinance" is defined in Recital B. "Development Agreement Statute" is defined in Recital A. "Downtown Financial Incentive Program" means the program established by City Council Resolution No. 99-0583 for the rehabilitation and reuse of vacant buildings adopted on December 14, 1999. A copy of the Downtown Financial Incentive Program is attached hereto as Exhibit H.
"Effective Date" is defined in Section 3. I.
"Eligible Public Facilities" is defined in Section 5 .2C. "ENR Index" means the Construction Cost Index for San Francisco, as published from time to time by the Engineering News Record.
"ENRA" is defined in Recital D.
· ''Exactions" means exactions imposed by City as a condition of developing the Project, including requirements for acquisition, dedication or reservation of land, and obligations to construct on-site or off-site public and private infrastructure improvements such as roadways, utilities or other improvements necessary to support the Project, whether such exactions constitute subdivision improvements, mitigation measures in connection with environmental review of the Project, or impositions made under Applicable City Regulations. For purposes of this Agreement, Exactions do not include Impact Fees.
"Existing Approvals" is defined in Recital J.
"Extension Condition" is defined in Section 3.2A(3).
"Extension Request" is defined in Section 3.2A(3).
"Force Majeure Delay" is defined in Section 3.2D.
"General Plan" means the General Plan of the City of Stockton in effect as of the Effective Date.
"Home Price Index" is defined in Section 3.2D.
"Impact Fee Resolutions" means the following Stockton City Council Resolutions: Resolution No. 10-0309 (Resolution Reducing Certain Public Facilities Fees as Part of Stockton's Economic Recovery Incentive Program) adopted on September 14, 2010, Resolution No. 2016-01-12-1206 adopted on January 12, 2016 (extending the period of fee reductions to December 31, 2018), and, to the extent foture Impact Fees are less than the Impact Fees in effect as of the Effective Date, those future Stockton City Council Resolutions implementing the Impact Fee reductions.

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"Impact Fees" means the monetary fees and impositions, other than taxes and assessments, and also referred to as "Public Facilities Fees," charged by City in connection with a development project for the purpose of defraying all or a portion of the cost of mitigating the impacts of a development project or development of the public facilities and services related to a development project, including any "fee" as that term is defined by Government Code section 66000(b). For purposes of this Agreement, a monetary fee or imposition that meets both the definition ofan Impact Fee and the definition ofan Exaction will be considered an Impact Fee. "Initial Term" is defined in Section 3.2A(l).
"Insubstantial Amendment" is defined in Section 9.2.
"Litigation Challenge" is defined in Section 10.6B.
"Master Development Plan" is defined in Recital F, and means the Master Development Plan for the Project approved by the City Council concurrently with this Agreement, as amended from time to time.
"Maximum City Reimbursement" is defined in Section 5.4B. · "Mitigated Negative Declaration" is defined in Recital I. "MMRP" means the Mitigation Monitoring and Reporting Program adopted by the City Council in connection with its approval of the Mitigated Negative Declaration for the Project.
"Mortgage" is defined in Section 8.1.
"Mortgagee" is defined in Section 8.1.
"Municipal Code" means the Municipal Code of the City of Stockton in effect as of the Effective Date.
"New City Laws" means and includes any ordinances, resolutions, orders, rules, official policies, standards, specifications, guidelines or other regulations, which are promulgated or adopted by the City (including but not limited to any City agency, body, department, officer or employee) or its electorate (through the power of initiative or otherwise) after the Effective Date. "Non-Intended Prevailing Wage Requirement" is defined in Section 5.5B. "Notice" is defined in Section 13.5.
"Other Agency Fees" is defined in Section 5.ID.
"Other Agency Subsequent Project Approvals" means Subsequent Project Approvals to be obtained from entities other than City or any City agency, body or department. "Parking Authority" is defined in Recital D.

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"Party/Parties" is defined in the introductory paragraph preceding the Recitals of this Agreement.

Stockton.
"Permitted Transfers" is defined in Section 11.1 B.
"Planning Commission" means the Planning Commission of the City of "Prevailing Wage Components" is defined in Section 5.5A. "Prevailing Wage Laws" is defined in Section 5.5A.
"Processing Fees" means all fees charged on a City-wide basis to cover the cost of City processing of development project applications, including plan checking (time and materials) and inspection and monitoring for land use approvals, design review, grading and building permits, General Plan maintenance fees, and other permits and entitlements required to implement the Project, which are in effect at the time those permits, approvals or entitlements are applied for, and which fees are intended to cover the City's actual and reasonable costs of processing the foregoing.
"Project" is defined irt Recital G.
"Project Approvals" means the Existing Approvals and, when and as approved in accordance with the terms of this Agreement, the Subsequent Project Approvals. "Property" is defined in Recital E.
"Public Improvements" is defined in Section 5.4A.
"Public Facilities Fee Program Administrative Guidelines" means the Public Facilities Fee Program Administrative Guidelines adopted by the City Council to implement Municipal Code section 16.72.260 (as such guidelines were amended pursuant to City Council Resolution No. 11-0161 adopted June 21, 2011 ), as such guidelines are in effect as of the Effective Date. A copy of the Public Facilities Fee Program Administrative Guidelines is attached hereto as Exhibit I.
"Severe Economic Recession" is defined in Section 3.2D. "Subsequent Project Approvals" is defined in Section 10.1. "Term" is defined in Section 3.2.
"Transfer" is defined in Section 11. IA.
"Water Supply Assessment" is defined in Recital I.

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ARTICLE 2 GENERAL PROVISIONS
Section 2.1 Ownership of Property. The Parties hereby acknowledge that, as of the Effective Date, Developer has either a fee interest or an equitable interest in all of the parcels comprising the Property by virtue of Developer's fee ownership thereof, or Developer's contractual rights to purchase the City Parcels pursuant to the City Option Agreement and certain of the Developer Parcels pursuant to private third-party agreements. If fee title to all of the parcels in which Developer has an equitable interest is not acquired by Developer or a Developer Affiliate by the fifth (5th) anniversary of the Effective Date or such later date as City and Developer may mutually agree, then those parcels as to which Developer or a Developer Affiliate has not acquired fee title shall be excluded from the definition of the "Property" and, upon request by either Party, City and Developer shall execute, acknowledge and record and amendment to this Agreement memorializing the deletion of such parcel or parcels from the Property that is the subject of this Agreement.

Section 2.2 City Representations and Warranties. City represents and warrants to Developer that:

A. City is a municipal corporation, validly existing and in good standing . under the laws of the State of California, and has all nec()ssary powers under the laws of the State of California to enter into and perform the undertakings and obligations of City under this Agreement.

B. The execution and delivery of this Agreement and the performance of the obligations of City hereunder have been duly authorized by all necessary City Council actions and all necessary approvals have been obtained.

C. This Agreement is a valid obligation of City and is enforceable in accordance with its terms.

The foregoing representations and warranties are made as of the Agreement Date.

During the Term of this Agreement, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.2 not to be true, immediately give written Notice of such fact or condition to Developer.

Section 2.3 Developer Representations and Warranties. Developer represents and warrants to City that:

A. Developer is duly organized, validly existing and in good standing under the laws of the State of California and has all necessary powers under the laws of the State of California to own property and in all other respects enter into and perform the undertakings and obligations of Developer under this Agreement.

B. The execution and delivery of this Agreement and the performance of the obligations of Developer hereunder have been duly authorized by all necessary corporate, partnership or company action and all necessary shareholder, member or partner approvals, as applicable, have been obtained.

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C. This Agreement is a valid obligation of Developer and is enforceable in accordance with its terms.

D. Developer has a legal or equitable interest in each of the Parcels comprising the Property.

The foregoing representations and warranties are made as of the Agreement Date.

During the Term of this Agreement, Developer shall, upon learning of any fact or condition which would
cause any of the warranties and representations in this Section 2.3 not to be true, immediately give written Notice of such fact or condition to City.

ARTICLE 3 EFFECTIVE DATE AND TERM
Section 3. I Effective Date. This Agreement shall become effective upon the date that the ordinance approving this Agreement becomes effective ("Effective Date").

Section 3.2 Term.

A. Term of Agreement. Except as to those rights and obligations that expressly extend beyond the stated Term of this Agreement, the "Term" of this Agreement shall commence as of the Effective Date and shall continue for the Initial Term as defined in subsection (I) below, plus the duration of any extension as provided in subsection (2) below, or until earlier terminated by mutual
consent of the Parties or as otherwise provided by this Agreement.
(I) Initial Term of Agreement. The "Initial Term" of this A�eement shall be ten (10) years, commencing on the Effective Date and expiring on the tenth (JO') anniversary thereof.
(2) Extensions. Subject to the terms and conditions in this Section 3.2, Developer shall have the right to seek extension of the Initial Term for two (2) additional five (5)-year terms. In order to obtain the
first five-year extension, Developer must have substantially completed construction of at least three hundred (300) residential units on the Property, or portions thereof, by the end of the Initial Term. In order to obtain the second five-year extension, Developer must have substantially completed at least six hundred (600) residential units on the Property, or portions thereof, by the end of the first five-year extension. (3) Extension Request. If Developer desires to seek an extension, Developer must submit a letter addressed to the City Manager requesting such extension ("Extension Request"). The Extension Request shall include documentation in a form reasonably acceptable to City demonstrating that the applicable extension condition described in subsection (2) above ("Extension Condition") has been satisfied, or will be satisfied, prior to the date that the Initial Term or the first extension period, as applicable, would otherwise expire. (4) Extension Review. Within 30 days ofreceipt of the Extension Request and accompanying documentation, the 'city Manager shall determine whether the Extension Condition has been or will be satisfied. If the City Manager concludes that the Extension Condition has been or will be satisfied, then he or she shall grant the Extension OAK#4850-7721-7314 vl5 9
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Request and provide written notice, in a recordable form, that the Agreement has been extended for the extension period, and the Initial Term shall be extended accordingly. If the City Manager determines the Extension Condition has not been satisfied or if there is any dispute regarding whether or not the Extension Condition will be satisfied by the date specified in subsection (2) above, then the Developer shall have 10 business days to present to the City Manager a letter providing written notice of the Developer's appeal of the City Manager's determination to the City Council. The City Council shall hear such an appeal within 30 days of City's receipt of the letter providing written notice of the appeal. If the City Council determines that the Extension Condition has been satisfied, then the City Council shall direct the City Manager to grant the Extension Request and provide Developer written notice, in a recordable form, that the applicable Extension Request has been granted and the Initial Term shall be extended accordingly. If the City Council determines that the Extension Condition has not been satisfied, then the City Council shall document such findings in its action denying the Extension Request.

The City Council's decision shall be final, subject to Developer's ability to pursue available remedies as provided in Section 12.3 below.
(5) Memorandum of Extension. Within ten days after the written request of either Party, City and Developer agree to execute, acknowledge and record in the Official Records of San Joaquin County a memorandum evidencing any approved extension of the Term pursuant to this Section 3.2 ..

B. Termination Upon Expiration of Term. Upon the expiration of the Term, this Agreement shall be deemed terminated and of no further force and effect, subject, however, to the provisions set forth in Section 3.2D and Section 12.7 below.

C. Termination Upon Completion of Project Components. This Agreement shall automatically terminate with respect to each completed Project component (including, without limitation, each completed residential unit, multi-family building, mixed-use building, non-residential building, or residential or commercial condominium unit), and the lots or parcels upon which such components have been constructed, and such lots, parcels and completed components shall be released and no longer be subject to this Agreement, without the execution or recordation of any further document, when a certificate of occupancy has been issued for the dwelling unit(s), commercial spaces or other structures constructed on such property, parcels or lots.

D. Force Majeure Delay: Extension of Times of Performance. The Term of this Agreement and the Project Approvals and the time within which either Party shall be required to perform any act under this Agreement shall be extended by a period of time equal to the number of days during which performance of such act is delayed unavoidably and beyond the reasonable control of the Party seeking the delay by strikes, lock outs and other labor difficulties; Acts of God; inclement weather; failure or inability to secure materials or labor by reason of priority or similar regulations or order of any governmental or regulatory body; changes in local, state or federal laws or regulations; any development moratorium or any action of other public agencies that regulate land use, development or the provision of services that prevents, prohibits or delays construction of the Project, including without limitation any extension authorized by Government Code Section 66463.S(d); enemy action; civil disturbances; wars; terrorist acts; fire; unavoidable casualties; mediation, arbitration, litigation or other administrative or judicial OAK#4850-7721-7314 v15 10
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proceeding involving this Agreement or the Project Approvals, including without limitation any extension authorized by Government Code Section 66463.5(e); Severe Economic Recessions; or other similar event beyond the reasonable control of the Party (each a "Force Majeure Delay").

An extension of time for any such cause shall be for the period of the Force Majeure Delay or longer, as may be mutually agreed upon by the Parties. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City Manager and Developer. "Severe Economic Recession" means a significant decline in the residential real estate market, as measured by a decline of more than four percent (4%) in the Home Price Index during the preceding twelve (12) month period. Severe Economic Recession shall continue prospectively on a quarterly basis and remain in effect until the Home Price Index increases for three (3) successive quarters. "Home Price Index" means the quarterly index published by the Federal Housing Finance Agency representing home price trends for the Stockton-Lodi Metropolitan Statistical Area. If the Home Price Index is discontinued, Developer and the City shall approve a substitute index that tracks the residential market with as close a geography to the Stockton-Lodi Metropolitan Statistical Area as possible.

E. Findings Regarding Duration of Term. The Term has been established by the Parties as a reasonable estimate of the time required to carry out the Project, develop the Property, and obtain the public benefits of the Project. City finds that a Term of such duration is reasonably necessary to assure City of the realization of the public benefits from the Project. In establishing and agreeing to such Term, City
has determined that this Agreement incorporates
sufficient provisions to permit City to monitor adequately and respond to changing circumstances and conditions in granting permits and approvals and undertaking regulatory actions to carry out the Project.

ARTICLE 4 DEVELOPMENT OF PROPERTY
Section 4.1 Vested Rights. City hereby grants to Developer a vested right to develop and construct the Project on the Property, including all on-site improvements and off-site improvements located within the public right-of-way authorized by, and in accordance with, the Project Approvals and this Agreement. As noted in Recital G, City is currently working on a General Plan update which is expected to address residential density in the downtown area, and it is anticipated that the downtown area may be identified for higher residential density limits than those allowed under the current General Plan. If the General Plan is amended to increase the downtown densities, the maximum residential densities for the Project, as set forth in the Existing Approvals, will be automatically increased (but in no event decreased) to the levels set forth in the General Plan as it may be amended in connection with such General Plan update review. Except as otherwise provided in this Agreement, no New City Laws that conflict with this Agreement, the Applicable City Regulations, or the Project Approvals shall apply to the Project or the Property. For purposes of this Section 4.1 and Sections 4.3 and 4.6, the word "conflict" means any modification that purports to: (i) limit the permitted uses of the Property, the maximum density and intensity of use (including but not limited to floor area ratios, dwelling units per acre or the overall maximum number ofresidential units), or the maximum height or size of proposed buildings in a manner that is inconsistent with the Existing Approvals; (ii) impose Exactions, other than as expressly provided in the Existing Approvals; (iii) impose conditions upon development of the Property other than as permitted by Applicable Law, Changes in the Law, and the Existing Approvals; (iv) limit the timing, phasing, sequencing, or OAK#4850-7721-JJl4 vl5 l l
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rate of development of the Property or delay in a more than insignificant way the development of the Project; (v) limit the location of building sites, grading or other improvements on the Property in a manner that is inconsistent with the Existing Approvals; (vi) limit or control the ability to obtain public utilities, services, infrastructure, or facilities (provided, however, nothing herein shall be deemed to exempt the Project or the Property from any water use rationing requirements that may be imposed on a City-wide basis from time to time in the future); (vii) require the issuance of additional permits or approvals by the City other than those required by Applicable Law and the Existing Approvals; (viii) limit the processing or procuring of applications and approvals of Subsequent Project Approvals; (ix) materially increase the cost of performance of, or preclude compliance with, the Project Approvals; (x) increase the permitted Impact Fees or add new Impact Fees; (xi) establish, enact, increase, or impose against the Project or the Property any fees, special taxes or assessments other than those specifically permitted by this Agreement, including Section 5.6;(xii) apply to the Project any New City Laws that are not uniformly applied on a City-wide basis to all substantially similar types of development projects and project sites (i.e., to all for sale residential projects, to all rental residential projects, to all office projects, to all mixed-use projects etc.); or (xiii) impose against the Project any condition, dedication or other Exaction not specifically authorized by Applicable Law or the Existing Approvals. To the extent that New City Laws conflict with the vested rights granted pursuant to this Agreement, they shall not apply to the Property or the Project, except as provided in Section 43, below.

Section 4.2 Development and Design Standards. The Project shall be developed in substantial conformance with the Existing Approvals and Applicable City Regulations, including the General Plan, the Master Development Plan, and the City Zoning Ordinance, each as in effect as of the Effective Date, and the yet-to-be adopted Subsequent Project Approvals. Except as otherwise provided in this Agreement, the City's ordinances, resolutions, rules, regulations, and official policies governing the petmitted uses of the Project, density and intensity of development, height and size of proposed buildings, and development standards shall be those in force on the Effective Date. Project design and materials will need to meet high-quality urban design standards which are outlined in general terms in the General Plan and specifically set forth in the Master Development Plan. City's review of applications for design review of particular elements or phases of the Project shall be in accordance with the Existing Approvals and the Applicable City Regulations.

Section 4.3 Reservations of Authority. Notwithstanding any other provision of this Agreement to the contrary, the following regulations and provisions shall apply to the development of the Project:

A. Existing or new regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure, provided such procedures are applied on a city-wide basis to all substantially similar types of development projects and properties.

B. Existing or new regulations governing construction standards and specifications, including City's building code, plumbing code, mechanical code, electrical code, fire code and grading code, and all other uniform construction codes then applicable in the City at the time of building permit application.

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C. Any New City Laws applicable to the Property or Project, which do not conflict with this Agreement or the Project Approvals.

D. New City Laws adopted on a uniformly applied, city-wide or area-wide basis, which may be in conflict with this Agreement, but which are necessary to protect persons or property from dangerous or hazardous conditions which create an immediate threat to the public health or safety or create a physical risk, based on findings by the City Council identifying the dangerous or hazardous conditions requiring such changes in the law, why there are no feasible alternatives to the imposition of such changes, and how such changes would alleviate the dangerous or hazardous condition, shall be applied to Developer in a uniform, equitable, and proportionate manner along with all other properties, public and private, which are impacted by that public health or safety concern.

Section 4.4 Regulation by Other Public Agencies. Developer acknowledges and agrees that other public agencies not within the control of City possess authority to regulate aspects of the development of the Property separately from or jointly with City, and this Agreement does not limit the authority of such other public agencies. Developer shall, at the time required by Developer in accordance with Developer's construction schedule, apply for all such other permits and approvals as may be required by other governmental or quasi­ governmental entities in connection with the development of, or the provision ofservices to, the Project. City shall cooperate in good faith with Developer in Developer's effort to obtain such permits and approvals.

Section 4.5 Life of Project Approvals. The term of any and all Project Approvals shall automatically be extended for the longer of the Term of this Agreement or the term otherwise applicable to such Project Approvals. In the event that this Agreement is terminated prior to the expiration of the Term, the term of any Project Approval and the vesting period for any subdivision map approved as a Project Approval shall be the term otherwise applicable to the approval, which shall commence to run on the date that the termination of this Agreement takes effect.

Section 4.6 Initiatives. If any New City Law is enacted or imposed by an initiative or referendum, which New City Law would conflict with the Project Approvals or this Agreement or reduce the development rights or assurances provided by this Agreement, such New City Law shall not apply to the Property or Project; provided, however, the Parties acknowledge that City's approval of this Agreement is a legislative action subject to referendum. Without limiting the generality of the foregoing, no moratorium or other limitation (whether relating to the rate, timing, phasing or sequencing of development, whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether enacted by the City Council, an agency of City, the electorate, or otherwise) affecting subdivision maps, use permits, building permits, occupancy permits, or other entitlements to use that are approved or to be approved, issued or granted by City shall apply to the Property or Project. City shall cooperate in good faith with Developer and undertake such actions as may be reasonably necessary to ensure this Agreement remains in full force and effect. City, except to submit to vote of the electorate initiatives and referendums required by law to be placed on a ballot and fulfill any legal responsibility to defend a ballot measure passed by its voters, shall not support, adopt or enact any New City Law, or OAK#4850-7721-7314 vl5 13
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take any other action which would violate the express provisions or spirit and intent of this Agreement.

Section 4.7 Timing of Development. City and Developer acknowledge that Developer cannot at this time predict which portions of the Project will be included within any particular phase of the Project, when or the rate at which the phases will be developed, or the order in which each phase will be developed. Such decisions depend on numerous factors that may not be fully within the control of Developer, such as market demand, interest rates, absorption, availability of financing and other similar factors. In particular, and not in limitation of any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v.

City of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties therein to consider, and expressly provide for, the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the desire of the Parties hereto to avoid that result. Therefore, notwithstanding the adoption of an initiative after the Effective Date by City's electorate to the contrary, the Parties acknowledge that Developer shall have the vested right (but not the obligation) to develop the Project in such order and at such rate and at such times as Developer deems appropriate in the exercise of its business judgment, consistent with the provisions of this Agreement and Project Approvals.

Section 4.8 Changes in the Law. As provided in Section 65869.5 of the Development Agreement Law, this Agreement shall not preclude the applicability to the Project of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by (i) changes in State or Federal laws or (ii) any regional governmental agency that, due to the operation of State law ( and not the act of City through a memorandum of understanding, joint exercise of powers authority, or otherwise that is undertaken or entered into following the Effective Date) ("Changes in the Law"). In the event Changes in the Law prevent or preclude compliance with one or more provisions of this Agreement, the Parties shall meet and confer in good faith in order to determine whether such provisions of this Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with Changes in the Law. Following the meeting between the Parties, the provisions of this Agreement may, to the extent feasible, and upon mutual agreement of the Parties, be modified or suspended, but only to the minimum extent necessary to comply with such Changes in the Law.

In such event, this Agreement together with any required modifications shall continue in full force and effect. In the event that the Changes in the Law operate to frustrate irremediably and materially the vesting of development rights to the Project as set forth in this Agreement, Developer may terminate this Agreement by Notice to City. Nothing in this Agreement shall preclude Developer from contesting by any available means (including administrative or judicial proceedings) such Changes in the Law or their applicability to the Project and, in the event that such challenge is successful, this Agreement shall remain unmodified and in full force and effect, the times of performance extended in accordance with Section 3.2D, and, if the Term of this Agreement would otherwise terminate during the period of any such challenge, the Term shall be extended for the period of any such challenge.

Section 4.9 Expansion of Development Rights. If any New City Laws or Changes in the Law expand, extend, enlarge or broaden Developer's rights to develop the Project, then, (i) if such law is mandatory, the provisions of this Agreement shall be modified as may be necessary to comply or conform with such new law, and (ii) if such law is permissive, the provisions of this OAK#4850-772l-73l4 vl5 14
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Agreement may be modified, upon the mutual agreement of Developer and City. Immediately after enactment of any such new law, upon Developer's request, the Parties shall meet and confer in good faith to prepare such modification in the case of a mandatory law or to discuss whether to prepare a proposed modification in the case of a permissive law. Developer shall have the right to challenge City's refusal to apply any new law mandating expansion of Developer's rights under this Agreement, and in the event such challenge is successful, this Agreement shall be modified to comply with, or conform to, the new law.

Section 4.10 Wastewater, Sanitary Sewer and Potable Water Capacity. Based on the Water Supply Assessment and other relevant utility and resource capacity studies and planning documents, City has found the Project to be consistent with the General Plan which anticipates that there will be sufficient potable water, as provided by the California Water Service Company ("Cal Water"), and sanitary sewer capacity, as provided by the City's Municipal Utility Department ("MUD"), to serve future development contemplated by the General Plan, including the Project. However, as noted in Section 4.1 above, nothing in this Agreement is intended to exempt the Project or the Property from any water use rationing requirements that may be imposed on a City-wide basis from time to time in the future. In the event Developer's lenders or financing partners request issuance of sanitary sewer "will serve" letters as a condition of providing debt or equity financing for the Project, City agrees to issue such letters on terms reasonably acceptable to City consistent with Sections 4.1 OA and 4.1 OB.

A. Wastewater Provisions. The City agrees to the following allocations of wastewater as set forth below, which will constitute the "will serve" obligation of the City for the Project. Developer's rights to such allocations shall be vested for the Term of this Agreement.

Daily allocation ofup to 578,000 gallons per day (gpd) of treatment capacity (inclusive of existing use), which includes a reserve of80,000 gpd.

Wastewater connection fees will be the lower of (i) the rates in effect at the time of connection, or (ii) the FY 2015-16 rates as set forth in Exhibit D, in each case, subject to any generally applicable fee reductions.

Developer shall be entitled to purchase the entire wastewater allocation upon issuance of the first building permit for the Project, or in phases, as needed. The City will allow lot to lot and parcel to parcel transfer of credits.

Nothing herein shall be deemed to prohibit City from requiring sanitary sewer and/or storm water facility analysis to examine the anticipated sewer and storm water generation from each proposed building that contributes new flows to sanitary sewer lines and mains and/or storm water facilities in the Master Development Plan area and determine pipe and facility size capacities. Consistent with MMRP Mitigation Measures UTIL-1, if such analysis reveals that existing lines and/or mains are inadequate to handle the net new sanitary sewer output (gallons per day) or storm water flow of each such building, City may require as a condition of building approval that Developer cause the inadequate sanitary sewer lines and/or mains and/or storm water facilities, as applicable, to be replaced or upsized to support development of such building, including at downstream locations, either as part of the proposed building development or in OAK #4850-7721-7314 vl5 15
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conjunction with any City plans for sanitary sewer line or storm water facility replacements or upsizing.

B. Potable Water Provisions. Developer shall be responsible for obtaining rights to an allocation from Cal Water for the Project of up to 1. 77 acre feet (inclusive of existing use) of potable water, which includes a reserve ofup to 0.24 acre feet to serve the Project. City, at Developer's expense, will cooperate with Developer in its efforts to obtain vesting of such water rights.

Section 4.11 Project Approvals and Applicable City Regulations. Prior to the Effective Date, the Parties shall have prepared two (2) sets of the Existing Approvals and Applicable City Regulations, one (1) set for City and one (1) set for Developer, to which shall be added from time to time, Subsequent Project Approvals, so that if it becomes necessary in the future to refer to any of the Project Approvals or Applicable City Regulations, there will be a common set available to the Parties.

ARTICLE 5 OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES
Section 5.1 Developer Fees.

A. · Impact Fees. No Imp·a:ct Fees snalt be applicable tcnhe Projectexceptas provided in the Existing Approvals. City understands that the assurances by City concerning Impact Fees set forth below were a material consideration for Developer agreeing to pay the Impact Fees set forth in this Agreement and the Existing Approvals and provide the public benefits described in this Agreement and the Master Development Plan. Developer shall pay when due (subject to Section 5.2D below) all existing Impact Fees applicable to the Project (as shown in Exhibit B), if any, at the lower of(i) the rates in effect as of the Effective Date (including all fee reduction credits available pursuant to the Impact Fee Resolutions), or (ii) the rates in effect when such existing Impact Fees are due and payable. If, following the Effective Date, City should adopt an Impact Fee reduction programs which temporarily reduces applicable Impact Fees below the Impact Fees in effect as of the Effective Date, Developer shall receive the benefit of the reduced Impact Fees only for so long as the temporary fee reduction remains in effect. Developer shall not be required to pay (a) any escalations in such Impact Fees, or (b) any new Impact Fees enacted or established after the Effective Date. The Impact Fees itemized on Exhibit B represent the Parties' good faith effort to identify the Impact Fees applicable to the Project as of the Effective Date. Developer, at its option, may decline the protections from new Impact Fees afforded by this Section 5. IA and elect, if it so chooses, to pay some or all new Impact Fees that may be adopted by City after the Effective Date.

B. Processing Fees. Subject to Developer's right to protest and/or pursue a challenge in law or equity to any applicable Processing Fees, City may charge, and Developer agrees to pay, all Processing Fees in effect on a City-wide basis from time to time at the rates in effect on the date the building, design review or other permit application is submitted to City.

C. Connection Fees. Developer shall pay Connection Fees assessed by third- party utility providers and other agencies assessing such fees at the rates in effect from time to time. The Connection Fees itemized on Exhibit D represent the Parties' good faith effort to identify Connection Fees in effect as of the Effective Date.

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D. Other Agency Fees. Nothing in this Agreement shall preclude City from collecting fees from Developer that are lawfully imposed on the Project by another agency having jurisdiction over the Project, which the City is required to collect pursuant to Applicable Law ("Other Agency Fees").

Section 5.2 Fee Credits. Developer shall receive credit for the payment oflmpact Fees in accordance with the provisions of Municipal Code Section 16.72.260.D, the Public Facilities Fee Program Administrative Guidelines, and this Section 5.2.

A. Fees Credits Generally.
(!) For each public facility for which Developer desires to receive a credit/reimbursement against Impact Fees, Developer shall submit to City a request for credit/reimbursement in accordance with Municipal Code Section I 6. 72.260.D and the Public Facilities Fee Program Administrative Guidelines. Developer shall then enter into an agreement for credit/reimbursement with City at the time specified in Section 16. 72.260.D and the Public Facility Fee Program Administrative Guidelines. City shall not unreasonably withhold or delay its approval of any of Developer's fee credit/reimbursement requests, and shall specify in writing to Developer within forty-five (45) days after receipt of any such fee credit/reimbursement request any ad_ditional information required by Cityin prder for Developer to obtain_such credit/reimbursement.
(2) For each public facility for which Developer desires to receive a fee credit/reimbursement against Impact Fees, Developer and City shall enter into an agreement in accordance with Municipal Code Section 16. 72.260 and the Public Facilities Fee Program Administrative Guidelines, which shall specify the amount of the credit/reimbursement. The fee credit/reimbursement agreement shall be in a form reasonably acceptable to City Attorney and shall be entered into at the time of the improvement agreement covering the applicable public facility. In accordance with Municipal Code Section 16. 72.260 and the Public Facilities Fee Program Administrative Guidelines, the amount of credit/reimbursement available to Developer for land dedication shall be equal to the amount identified under Municipal Code Section

16. 72.260 and the Public Facilities Fee Program Administrative Guidelines, and the amount of credit/reimbursement available to Developer for facilities shall not exceed Developer's actual costs of providing the specified public facility, to be evidenced by the submittal of written documentation to the satisfaction of the City's Director of Community Development in accordance with the Public Facilities Fee Program Administrative Guidelines. Developer's costs shall include actual hard and soft out-of-pocket costs, including without limitation land use planning design and engineering costs and permit and construction fees. All such costs shall be evidenced by Developer's submission of paid invoices or other documentation reasonably acceptable to City. For purposes of Municipal Code Section 16.72.260 and the Public Facilities Fee Program Administrative Guidelines, City finds that it is in City's best interest to allow Developer to provide the Public Improvements.
(3) City shall maintain a record of each fee credit for which City and Developer enter into a fee credit agreement. Each time an Impact Fee is due in accordance with Municipal Code Section 16.72.260, City shall determine if Developer has an applicable fee credit available, and if so, City shall apply the fee credit against the Impact Fees due, until the OAK#4850-7721-7314 vl5 17
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applicable fee credit is exhausted. After an applicable fee credit is exhausted, Impact Fees shall be calculated in accordance with Section 5.lA, above.

B. Parkland Dedication Fees and Credits.
(1) In connection with subdivisions for residential development, Stockton Municipal Code Section 16.72.060.C, requires the dedication of parkland and/or the payment of parkland dedication Impact Fees in lieu thereof, sufficient to meet the City's parkland requirement as calculated under the following formula:

X = .003(UP) with:

X = Amount of park land required, in acres
U= Total number of approved dwelling units in the subdivision P= The projected average number of residents per dwelling unit in the proposed subdivision, as determined by the Director.
(2) Given the urban infill nature of the Project, the Parties agree that parkland dedications will not be required. Rather, Developer shalt be required to pay-parkland dedication in lieu Impact Fees pursuant to Municipal Code Section 16.72.060.C.4 and the City's parkland in lieu fee Administrative Guidelines, and in accordance with Section 5.IA above.

Notwithstanding the foregoing, if (i) Developer and City mutually agree to include within the Project one or more public parklets, public mini parks or other similar public parkland areas; (ii) such areas are irrevocably offered for dedication, in fee or via easement, to the City; and (iii) such areas otherwise meet the requirements of City's applicable park standards and guidelines, then Developer shall receive a credit against parkland dedication Impact Fees for the land on which such parklets, mini-parks or other similar parks facilities are located. (3) In calculating the amount of the parkland dedication in lieu Impact Fees required in connection with the residential portion of the Project, Developer shall receive a credit for any residential units existing on the Property as of the Effective Date (regardless of whether such units are vacant or occupied, and regardless of whether such units will be demolished or renovated) so that only the net additional dwelling units to be added by the Project shall be subject to the parkland dedication in lieu Impact Fee.

C. Public Facilities Fees and Credits. Developer shall receive a credit against applicable public facilities Impact Fees, to the extent any are due, for the hard and soft costs of constructing all Eligible Public Facilities. "Eligible Public Facilities" means and includes that portion of the Public Improvements (defined in Section 5.4 below) that can be financed with public facilities Impact Fees assessed by City pursuant to Stockton Municipal Code section

16. 72.260 and City's implementing regulations. To the extent Developer pays for construction of Eligible Public Facilities but is unable to take advantage of Impact Fee credits because no Impact Fees are due and payable, City shall have no obligation to reimburse Developer from City general fund monies, but Developer shall be entitled to seek reimbursement from owners/developers of Additional Benefitted Properties as provided in Section 5.4D below.

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D. Fee Deferrals. Notwithstanding any contrary provision of this Agreement, Developer may elect to apply for, and City shall consent to, deferred payment of all or a portion of Impact Fees, Processing Fees and/or Connection Fees in accordance with, and to the extent permitted by, the applicable provisions of the Public Facilities Fee Program Administrative Guidelines.

Section 5.3 Financing Tools for Public Improvement Capital Costs. Upon Developer's request, City will cooperate with Developer in the establishment of any mechanism that is legal and available to the City to
aid in financing the construction of Project public
facilities and infrastructure. These mechanisms may include, without limitation, direct funding of condemnation costs and construction costs, acquisition of improvements, establishing reserve accounts to fund capital improvement program projects, Mello-Roos Community Facilities Districts, Landscaping and Lighting Districts, Geological Hazard Abatement Districts, cooperation in connection with the issuance of tax-exempt financing, or other similar mechanisms. Any such request by Developer must be made to the City Manager in written form and must outline the purposes for which any such mechanism will be established or issued, the general terms and conditions upon which it will be established or issued and a proposed timeline for its establishment or issuance. City reserves discretion with respect to consideration of any proposed public funding mechanisms and nothing in this Agreement is intended to or shall limit City's ability to approve or disapprove such mechanisms in its sole reasonable discretion and nothing in this Agreement is intended to or shall prejudge or commit to City regarding the findings and determinations to be made with respect thereto. Developer shall bear the cost of establishing any Mello-Roos Community Facilities District, Landscaping and Lighting District, Geological Hazard Abatement District or similar financing district that Developer requests to be established to finance Project public facilities and infrastructure in proportion to the extent to which such district will benefit the Property and the Project.

Section 5 .4 Public Improvement Obligations.

A. In General. Except as otherwise provided in Section 5 .4C below, as a condition of approval of each phase of development of the Project, Developer shall construct or install, or cause the construction and installation of: (i) those infrastructure improvements, including water line upsizings, specifically identified in the MMRP, to the extent necessary to serve the applicable phase of development; (ii) public
improvements fronting the various
privately-owned components of the applicable phase of development, including all curbs, gutters, sidewalks, storm-drains, utility upgrades and replacements, including undergrounding work, street trees, street furniture, lighting, roadway repaving, bus shelters, bike lanes, and pedestrian cross walks located on, under and within the public rights-of-way areas; and (iii) upgrades, replacements and/or upsizings of sanitary sewer lines and/or mains and/or storm water facilities, if and to the extent a subsequent study prepared in implementation of MMRP Mitigation Measure UTIL-1 indicates that existing sanitary sewer lines and/or mains and/or storm water facilities are inadequate to handle the net new sanitary sewer output (gpd) and/or storm water flow of the applicable phase of development (collectively, "Public Improvements") at the time such phase is undertaken, all in accordance with the design, plan and material standards set forth in the Master Development Plan and Applicable City Regulations. Except as otherwise provided above, Developer shall not be obligated to construct or install any other on- or off-site public improvements in connection with development of the Project. City shall use good faith, diligent OAK#4850-7721-7314 vl5 19
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efforts to work with Developer to ensure that each component of the Public Improvements required in connection with the Project is expeditiously reviewed and considered for acceptance by City on a phased basis as discrete components of the Public Improvements are completed.

Developer may offer dedication of Public Improvements in phases consistent with City approvals for such Public Improvements, and City shall not unreasonably withhold, condition or delay acceptance of such phased dedications or refuse phased releases of bonds or other security so long as all other conditions for acceptance have been satisfied. Developer's obligation to construct the Public Improvements shall be set forth in one or more public improvement agreements to be entered into by the Parties on or before approval of a final subdivision map for the applicable portion of Project, or if no map is required, permit conditions of approval for the applicable portion of the Project. Upon acceptance of the public improvements, or components thereof, City shall release to Developer any bonds or other security posted in connection with performance thereof, other than warranty period security, as more fully provided in the applicable improvement agreements between City and Developer. Except as otherwise provided in such improvement agreements with respect to Developer's warranty period obligations, Developer shall have no obligation to maintain the public infrastructure following City's acceptance thereof.

B. Downtown Infrastructure [nfill Incentive Program. Developer has the right to participate in the City's Downtown Infrastructure Infill-Incentive Program adopted by the City Council on July 7, 2015 by Resolution No. 2015-07-07-1502, attached hereto as Exhibit F. Projects that qualify under the program guidelines are eligible to receive a "Maximum City Reimbursement" ofup to $900,000 per year for qualifying public infrastructure improvements. If the cost of the Public Improvements exceeds the $900,000 annual cap, the City will reimburse the additional costs in subsequent years, subject to availability of funds in the Downtown Infrastructure Infill Incentive Program. One or more Infill Infrastructure Reimbursement Agreements approved by the City Council and detailing the Public [mprovements to be constructed, the cost of such improvements, the source of funds, and the terms of City's reimbursement to Developer will be executed between the Developer and City for qualifying projects. The Infill Infrastructure Reimbursement Agreements and City's reimbursement obligations thereunder will remain effective notwithstanding any subsequent termination of the Downtown Infrastructure Infill Incentive Program.

C. City Option to Construct. In lieu of Developer's construction and installation of the Public Improvements as provided in Section 5.4A above, City, at its option, may construct and install some or all of the Public Improvements in advance of Developer's private development work using Impact Fee program monies or other funds, including State and/or Federal grant monies, that may be available to City. City will coordinate with Developer the phasing of construction and installation of any work of Public Improvements undertaken by City to ensure that substantial completion of applicable portions of the Public Improvements occurs no later than the date of substantial completion of the associated private improvements. If City opts to construct and install all or a portion of such Public Improvements in advance of Developer's work of private improvements, Developer shall have no obligation to construct or re-construct such Public Improvements, but Developer shall be obligated to repair any damage that may result from the private improvement work.

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D. Potential Reimbursements to Developer. Other properties in downtown Stockton ("Additional Benefitted Properties") may be determined by City to benefit from Developer's dedication or construction of all or a portion of the Public Improvements. In such instances, City shall use reasonable efforts, consistent with applicable law and procedures, to
identify such Additional Benefited Properties and to cause the owners/developers of such Additional Benefited Properties to reimburse to Developer, through City, their fair share of the costs incurred by Developer, based on a benefit formula approved by the City Council. Such benefit formula shall be based on ascertainable criteria, taking into account to the extent ascertainable, the proportionate benefit conferred on the Additional Benefitted Properties. The reimbursement may potentially be accomplished through inclusion in a Mello-Roos Community Facilities District, Landscaping and Lighting District, Geological Hazard Abatement District, or other similar district as described in Section 5 .3 above. Consistent with applicable law and procedures, City, at Developer's expense, shall use good faith diligent efforts to collect, and establish a mechanism for future collection (irrespective of the term of this Agreement), any amounts reimbursable to Developer hereunder upon application to City by owners or developers of the Additional Benefitted Properties for land use and development entitlements. Developer agrees and acknowledges that City's obligation is limited to good faith diligent efforts and is subject to applicable laws and procedures as herein provided, and that City shall have no obligation to pay or reimburse Developer out of City's general fund for any portion of Developer's costs therefor.

Section 5 .5 Prevailing Wage Requirements.

A. In General. Developer acknowledges and agrees that all Public Improvements required as a condition of approval for an individual phase of development and constructed by Developer or its contractors or subcontractors and paid for in whole or in part with public funds as provided in Section 5
.4, above ( collectively, the "Prevailing Wage
Components") will constitute "public works" as defined in California Labor Code Section 1720(a)(I) and will be subject to prevailing wage requirements. Accordingly, Developer shall comply with, and cause its contractors and subcontractors to comply with, all State Labor Code requirements and implementing regulations of the Department oflndustrial Relations pertaining to "public works," including the payment of prevailing wages (collectively, "Prevailing Wage Laws") in connection with such Prevailing Wage Components. City and Developer each acknowledge and agree that it is a condition of approval of the Project that Developer construct the Prevailing Wage Components.

B. Non-Intended Prevailing Wage Requirements. Except as provided in Section 5.5A above, nothing in this Agreement shall in any way require, or be construed to require, Developer to pay prevailing wages with respect to any work of construction or improvement within the Project (a "Non-Intended Prevailing Wage Requirement"). But for the understanding of the Parties as reflected in the immediately preceding sentence, the Parties would not have entered into this Agreement based upon the terms and conditions set forth herein.

Developer and City have made every effort in reaching this Agreement to ensure that its terms and conditions will not result in a Non-Intended Prevailing Wage Requirement. If, despite such efforts, any provision of this Agreement shall be determined by any court of competent jurisdiction to result in a Non-Intended
Prevailing Wage Requirement, such determination shall
not invalidate or render unenforceable any provision hereof; provided, however, that the Parties OAK #4850-7721-7314 vl5 21
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hereby agree that, in such event, this Agreement shall be reformed such that each provision of this Agreement that results in the Non-Intended Prevailing Wage Requirement will be removed from this Agreement as though such provisions were never a part of the Agreement, and, in lieu of such provision(s), replacement provisions shall be added as a part of this Agreement as similar in terms to such removed provision( s) as may be possible and legal, valid and enforceable but without resulting in the Non-Intended Prevailing Wage Requirement.

Section 5.6 Taxes and Assessments.

A. Limitation. The Parties agree that as of the Effective Date, the assessments listed in Exhibit G are the only City assessments applicable to the Property. As of the Effective Date, City is unaware of any pending efforts to initiate, or consider applications for new or increased special taxes or assessments covering the Property, or any portion thereof. City shall retain the ability to initiate or process applications for the formation of new assessment districts or imposition of new taxes covering all or any portion of the Property. City may impose new taxes and assessments, other than Impact Fees, on the Property in accordance with the then applicable laws, but only if such taxes or assessments are adopted by or after Citywide voter approval, or approval by landowners subject to such taxes or assessments, and are imposed on other land and projects of the same category within the jurisdiction of City in a reasonably proportionalmanner, and,as to assessments, onlyiLthe impactthereofdoes not fall __ _ disproportionately on the Property as compared to the benefits accruing to the Property as indicated in the engineers report for such assessment district. Nothing herein shall be construed so as to limit Developer from exercising whatever rights it may otherwise have in connection with protesting or otherwise objecting to the imposition of taxes or assessments on the Property.

In the event an assessment district is lawfully formed to provide funding for services, improvements, maintenance or facilities which are substantially the same as those services, improvements, maintenance or facilities being funded by the Impact Fees to be paid by Developer under the Project Approvals or this Agreement, such Impact Fees to be paid by Developer shall be subject to reduction/credit in an amount equal to Developer's new or increased assessment under the assessment district. Alternatively, the new assessment district shall reduce/credit Developer's new assessment in an amount equal to such Impact Fees to be paid by Developer under the Project Approvals or this Agreement.

B. Mills Act Tax Reduction. City is not currently participating in the State's Mills Act (Government Code Section 50280 et seq.) tax reduction program. Should City agree to participate in such program in the future, then, subject to Developer's agreement to enter into a historical property contract in a form reasonably acceptable to City and in satisfaction of other applicable criteria set forth in the Mills Act, Developer will have the right, at its option, to receive a property tax reduction with respect to any historic building that Developer may wish to refurbish in connection with the Project.

C. New Tax Increment Districts. If City desires to adopt an enhanced infrastructure financing district pursuant to SB 628 (2014), a community redevelopment investment authority district pursuant to AB 2 (2015) or other tax increment financing district in the downtown Stockton area, and if the establishment of such district requires property owner approval, Developer shall consider in good faith City requests for approval of same.

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Section 5. 7 Potential General Plan Density Increases. The Parties acknowledge that the densities described in the Master Development Plan, as approved concurrently with this Agreement, conform to the maximum allowable densities set forth in the General Plan in effect as of the Effective Date. If and to the extent City's comprehensive General Plan update process anticipated to be completed in 2016/17 increases the maximum allowable densities permitted in the area covered by the Master Development Plan, Developer may submit and City agrees to consider in good faith proposed amendments to the Master Development Plan to increase the maximum allowable densities of the properties subject to the Master Development Plan to be consistent with the increased density levels as set forth in the updated General Plan. The Parties acknowledge that CEQA compliance will be required in connection with any such amendment of the Master Development Plan, and City shall retain the discretion before action on any such amendment to (i) identify and impose mitigation measures to mitigate significant environmental impacts, (ii) select other feasible alternatives to avoid significant environmental impacts, (iii) balance the benefits of the Project, as modified by the proposed Master Development Plan amendment, against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided; or (iv) determine not to proceed with the proposed modifications to the Project.

ARTICLE 6 PUBLIC BENEFITS
The Parties acknowledge that development of the Property pursuant to this Agreement and the Master Development Plan will contribute to the revitalization of downtown Stockton and the elimination of blight, will create housing and job opportunities, and will result in increased property and sales tax revenue to the City.

ARTICLE 7 ANNUAL REVIEW
Section 7.1 Periodic Review.

A. As required by California Government Code Section 65865.1 and Section

16.128.110 of the Development Agreement Ordinance, the City of Stockton Planning Commission shall review this Agreement and all actions taken pursuant to the terms of this Agreement with respect to the development of the Project every twelve (12) months to determine good faith compliance with this Agreement ("Annual Review"). Specifically, the Annual Review shall be conducted for the purposes of determining good faith compliance with the terms and/or conditions of this Agreement. Each Annual Review shall also document the status of Project development.

B. The Annual Review shall be conducted pursuant to SMC Section

16.128.110; provided, however, Developer shall receive not less than ten (IO) days' prior written notice of any City Council or Planning Commission hearing conducted in connection with any Annual Review, and shall be permitted to present evidence at any such hearing.

C. Nothing in this Article 7 or in the Applicable City Regulations, including SMC Section I 6.128.110, shall operate as, or be deemed to serve as, a substitute for the notice of default and cure provisions set forth in Article 12 below. Without limiting the generality of the foregoing, the Parties acknowledge and agree that the notice and cure procedures associated with OAK#4850-7721-73l4 vl5 23
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the Annual Review procedures described in this Article 7 are in addition to, and not in lieu of, the notice and cure provisions set forth in Article 12.

ARTICLE 8 MORTGAGEE PROTECTION
Section 8.1 Mortgagee Protection. This Agreement shall not prevent or limit Developer in any manner, at Developer's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property and/or the Project ("Mortgage"). This Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording the Agreement, including the lien of any 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 of the terms and conditions contained in this Agreement shall be binding upon and effective against and shall run to the benefit of any person or entity, including any deed of trust beneficiary or mortgagee ("Mortgagee"), who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise.

Section 8.2 Mortgagee Not Obligated. Notwithstanding the provisions of Section 8.1 above, no Mortgagee shall_ha._ve any obliga._tion or d11_ty under this Agreement, before OJ" .ifter foreclosure or a deed in lieu of foreclosure, to construct or complete the construction of the Project, or any portion thereof, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not be entitled to devote the Property to any use except in full compliance with the Project Approvals and this Agreement nor to construct any improvements thereon or institute any uses other than those uses and improvements provided for or authorized by this Agreement and the Project Approvals.

Section 8.3 Notice of Default to Mortgagee; Right to Cure. With respect to any Mortgage granted by Developer as provided herein, so long as any such Mortgage shall remain unsatisfied of record, the following provisions shall apply:

A. City, upon serving Developer any notice of Default, shall also serve a copy of such notice upon any Mortgagee at the address provided to City, and no notice by City to Developer hereunder shall affect any rights ofa Mortgagee unless and until a copy thereof has been so served on such Mortgagee; provided, however, that failure so to deliver any such notice shall in no way affect the validity of the notice sent to Developer as between Developer and City.

B. In the event of a Default by Developer, any Mortgagee shall have the right to remedy, or cause to be remedied, such Default within sixty (60) days following the later to occur of (i) the date of Mortgagee's receipt of the notice referred to in Section 8.3A above, or (ii) the expiration of the period provided herein for Developer to remedy or cure such Default, and City shall accept such performance by or at the insistence of the Mortgagee as if the same had been timely made by Developer; provided, however, that (a) if such Default is not capable of being cured within the timeframes set forth in this Section 8.38 and Mortgagee commences to cure the Default within such timeframes, then Mortgagee shall have such additional time as is required to cure the Default so long as Mortgagee diligently prosecutes the cure to completion and (b) if possession of the Property ( or portion thereof) is required to effectuate such cure or OAK#4850-7721-7314 vl5 24
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remedy, the Mortgagee shall be deemed to have timely cured or remedied if it commences the proceedings necessary to obtain possession thereof within sixty (60) days after receipt of the copy of the notice, diligently pursues such proceedings to completion, and, after obtaining possession, diligently completes such cure or remedy.

C. Any notice or other communication which City shall desire or is required to give to or serve upon the Mortgagee shall be in writing and shall be served in the manner set forth in Section 13.5, addressed to the Mortgagee at the address provided by Mortgagee to City.

Any notice or other communication which Mortgagee shall give to or serve upon City shall be deemed to have been duly given or served if sent in the manner and at City's address as set forth
in Section 13.5, or at such other address as shall be designated by City by notice in writing given to the Mortgagee in like manner.

Section 8.4 No Supersedure. Nothing in this Article 8 shall be deemed to supersede or release a Mortgagee or modify a Mortgagee's obligations under any subdivision or public improvement agreement or other obligation incurred with respect to the Project outside this Agreement, nor shall any provision of this Article 8 constitute an obligation of City to such Mortgagee, except as to the notice requirements of Section 8.3.

SectionS.5 Technical Amendments to this Article 8. Cityagreestoreasonably_ consider and approve interpretations and/or technical amendments to the provisions of this Agreement that are required by lenders for the acquisition and construction of the Project on the Property or any refinancing thereof and to otherwise cooperate in good faith, at Developer's expense, to facilitate Developer's negotiations with lenders.

ARTICLE 9 AMENDMENT OF AGREEMENT AND EXISTING APPROVALS Section 9 .1 Amendment of Agreement by Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of the Parties hereto or their successors­ in-interest or assigns.

Section 9.2 Insubstantial Amendments to Agreement. Any amendment to this Agreement which, in the context of the overall Project contemplated by this Agreement, does not substantially affect (i) the Term of this Agreement; (ii) permitted uses of the Property; (iii) provisions for the reservation or dedication of land; (iv) conditions, terms, restrictions or requirements for subsequent discretionary actions; (v) the density or intensity of use of the Property or the maximum height or size of proposed buildings; or (vi) the nature, timing of delivery, or scope of public improvements required by the Project Approvals, shall be deemed an "Insubstantial Amendment" and shall not, except to the extent otherwise required by law or this Agreement, require notice or public hearing before the Parties may execute an amendment hereto. The City Manager shall have the authority to execute an Insubstantial Amendment or, in his or her discretion, seek approval of an Insubstantial Amendment by City resolution.

Section 9.3 Requirement for Writing. No modification, amendment or other change to this Agreement or any provision hereof shall be effective for any purpose unless specifically set forth in a writing which refers expressly to this Agreement and is signed by duly authorized representatives of both Parties or their successors.

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Section 9.4 Amendments to Development Agreement Statute. This Agreement has been entered into in reliance upon the provisions of the Development Agreement Statute as those provisions existed as of the Effective Date. No amendment or addition to those provisions which would materially affect the interpretation or enforceability of this Agreement shall be applicable to this Agreement, unless such amendment or addition is specifically required by the California State Legislature, or is mandated by a court of competent jurisdiction. In the event of the application of such a change in law, the Parties shall meet in good faith to determine the feasibility of any modification or suspension that may be necessary to comply with such new law or regulation and to determine the effect such modification or suspension would have on the purposes and intent of this Agreement. Following the meeting between the Parties, the provisions of this Agreement may, to the extent feasible, and upon mutual agreement of the Parties, be modified or suspended but only to the minimum extent necessary to comply with such new law or regulation. If such amendment or change is permissive (as opposed to mandatory), this Agreement shall not be affected by same unless the Parties mutually agree in writing to amend this Agreement to permit such applicability. Developer and/or City shall have the right to challenge any new law or regulation preventing compliance with the terms of this Agreement, and in the event such challenge is successful, this Agreement shall remain unmodified and in full force and effect. The Term of this Agreement may be extended for the duration of the period during which such new law or regulation precludes compliance with the provisions of this Agreement.

Section 9.5 Amendments to Project Approvals. Project Approvals (except for this Agreement for which the amendment process is set forth in Section 9. I through 9 .4) may be amended or modified from time to time, but only at the written request of Developer or with the written consent of Developer at its sole discretion. All amendments to the Project Approvals shall automatically become part of the Project Approvals. The permitted uses of the Property or portion thereof, the maximum density and/or number of residential units, the intensity of use, the maximum height and size of the proposed buildings, provisions for reservation or dedication of land for public purposes, the conditions, terms, restrictions and requirements for subsequent discretionary actions, the provisions for public improvements and financing of public improvements, and the other terms and conditions of development as set forth in all such amendments shall be automatically vested pursuant to this Agreement, without requiring an amendment to this Agreement. Amendments to the Project Approvals shall be governed by the Project Approvals and the Applicable Law. City shall not request, process or consent to any amendment to the Project Approvals that would affect the Property or the Project, or applicable portion thereof, without Developer's prior written consent.

Section 9.6 Administrative Amendments of Project Approvals. Upon the request of Developer for an amendment or modification of any Project Approvals ( except for this Agreement for which the amendment process is set forth in Section 9 .1 through 9 .4 ), the City Manager or his/her designee shall determine: (a) whether the requested amendment or modification is minor when considered in light of the Project as a whole; and (b) whether the requested amendment or modification substantially conforms with the material terms of this Agreement and the Applicable Law, and may be processed administratively. If the City Manager or his/her designee finds that the requested amendment or modification is both minor and substantially conforms with the material terms of this Agreement and the Applicable Law, the amendment or modification shall be determined to be an "Administrative Amendment," and OAK#4850-7721-7314 v!S
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the City Manager or his/her designee may approve the Administrative Amendment, without public notice or a public hearing. Any request of Developer for an amendment or modification to a Project Approval that is determined not to be an Administrative Amendment as set forth above shall be subject to review, consideration and action pursuant to the Applicable Law and this Agreement.

Section 9. 7 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer and development of the Property hereunder may demonstrate that refinements and clarifications are appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the Term of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, City and Developer may effectuate such clarifications through operating memoranda approved by City and Developer, which, after execution, shall be attached hereto as addenda and become a part hereof, and may be further clarified from time to time as necessary with future approval by City and Developer. No such operating memoranda shall constitute an amendment to this Agreement requiring public notice or hearing. The City Manager, in consultation with the City Attorney, shall make the determination on behalf of City whether a requested clarification may be effectuated pursuant to this Section 9. 7 or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to Section 9 .1 or Section 9 .2 above. The City Manager shall be authorized to execute any operating memoranda hereunder on behalf of City.

Section 9.8 CEOA. In connection with its consideration and approval of the Master Development Plan, the City has prepared and approved the Mitigated Negative Declaration, which evaluates the enviromnental effects of the Project, and has imposed all feasible mitigation measures to reduce the significant enviromnental effects of the Project. Nothing contained in this Agreement is intended to prevent or limit the City from complying with CEQA. In acting on Subsequent Project Approvals, City will rely on the Mitigated Negative Declaration to the fullest extent permissible by CEQA as determined by City in its reasonable discretion. In the event supplemental or additional review is required for a Subsequent Project Approval, City shall limit such supplemental or additional review to the scope of analysis mandated by CEQA and shall not impose new mitigation measures except as legally required, all as determined by the City as the lead agency under CEQA in its reasonable discretion.

ARTICLE 10 COOPERATION AND IMPLEMENTATION
Section IO.I Subsequent Project Approvals. Certain subsequent land use approvals, entitlements, and permits other than the Existing Approvals ( collectively, "Subsequent Project Approvals"), will be necessary or desirable for implementation of the Project. The Subsequent Project Approvals may include the following ministerial and discretionary applications and permits: amendments of the Existing Approvals, grading permits, building permits, sewer and water connection permits, certificates of occupancy, lot line adjustments, site plans, development plans, land use plans, building plans and specifications, parcel maps and/or subdivision maps, conditional use permits, design review, demolition permits, improvement agreements, encroachment permits, and any amendments to, or repealing of, any of the foregoing. The parties agree that the Water Supply Assessment constitutes proof of availability of a sufficient water supply for the Project and approval of any tentative map prepared for the Project shall rely OAK #4850-7721-7314 vl5 ?7
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on such assessment. Except as otherwise expressly provided herein, the City shall not impose requirements or conditions upon Project development and construction that are inconsistent with the Existing Approvals and the terms and conditions of this Agreement.

Section I 0.2 Scope of Review of Subsequent Project Approvals. By approving the Existing Approvals, City has made a final policy decision that the Project is in the best interests of the public health, safety and general welfare. Accordingly, City shall not use its authority in considering any application for a discretionary Subsequent Project Approval to change the policy decisions reflected by the Existing Approvals or otherwise to prevent or delay development of the Project as set forth in the Existing Approvals. Instead, the Subsequent Project Approvals shall be deemed to be tools to implement those final policy decisions. The scope of review of applications for Subsequent Project Approvals shall be limited to a review of substantial conformity with the Project Approvals and compliance with the Applicable Law, including CEQA. Where such substantial conformity/compliance exists, City shall not deny an application for a Subsequent Project Approval for the Project. At such time as any Subsequent Project Approval applicable to the Property is approved by City, then such Subsequent Project Approval shall become subject to all the terms and conditions of this Agreement applicable to Project Approvals and shall be treated as a "Project Approval" under this Agreement.

Section I 0.3 Processing Applications for Subsequent Project Approvals.

A. Developer acknowledges that City cannot begin processing applications for Subsequent Project Approvals until Developer submits complete applications on a timely basis. Developer shall use diligent good faith efforts to (i) provide to City in a timely manner any and all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder; and (ii) cause Developer's planners, engineers, and all other consultants to provide to City in a timely manner all such documents, applications, plans and other materials required under Applicable Law. It is the express intent of Developer and City to cooperate and diligently work to obtain any and all Subsequent Project Approvals.

B. Upon submission by Developer of all appropriate applications and Processing Fees for any pending Subsequent Project Approval, City shall, to the fullest extent allowed by Applicable Law, promptly and diligently, subject to City ordinances, policies and procedures regarding hiring and contracting, commence and complete all steps necessary to act on Developer's currently pending Subsequent Project Approval applications including:
(i) providing at Developer's expense and subject to Developer's request and prior approval, reasonable overtime staff assistance, additional staff and/or staff consultants for concurrent, expedited planning and processing of each pending Subsequent Project Approval application; (ii) if legally required, providing notice and holding public hearings; and (iii) acting on any such pending Subsequent Project Approval application.

Section 10.4 Other Agency Subsequent Project Approvals; Authority of City. Other public agencies not within the control of City may possess authority to regulate aspects of the development of the Property separately from or jointly with City, and this Agreement does not limit the authority of such other public agencies. Nevertheless, City shall be bound by, and shall abide by, its covenants and obligations under this Agreement in all respects when dealing with any such agency regarding the Property. City shall cooperate with Developer, to the extent OAK#4850-7721-73l4 vlS 28
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appropriate and as permitted by law, in Developer's efforts to obtain, as may be required, Other Agency Subsequent Project Approvals.

Section 10.5 Implementation of Necessary Mitigation Measures. Developer shall, at its sole cost and expense, comply with the MMRP requirements as applicable to the Property and Project.

Section 10.6 Cooperation in the Event of Legal Challenge.

A. The filing of any third party lawsuit(s) against City or Developer relating to this Agreement, the Project Approvals or construction of the Project shall not delay or stop the development, processing or construction of the Project or approval of any Subsequent Project Approvals, unless the third party obtains a court order preventing the activity. City shall not stipulate to or cooperate in the issuance of any such order.

B. City and Developer shall cooperate in the defense of any court action or proceeding instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement or the Project Approvals ("Litigation Challenge"), and the Parties shall keep each other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such inform.atfon. . .. .. . .. . - .. - . . ... .. -
C. If Developer desires to contest or defend a Litigation Challenge and the Parties determine to undertake a joint defense or contest of such Litigation Challenge: (i) the Parties will cooperate in the joint defense or contest of such challenge; (ii) Developer shall select the attorney(s) to undertake such defense,
subject to City's approval, which shall not be
unreasonably withheld; (iii) Developer will take the lead role in defending such Litigation Challenge; (iv) upon Developer's request, City shall enter into a joint defense agreement in a form reasonably acceptable to the City Attorney to facilitate the sharing of materials and strategies related to the defense of such Litigation Challenge without waiver of attorney client privilege; (v) Developer shall reimburse City, within forty-five (45) days following City's written demand therefor, which may be made from time to time during the course of such litigation, all reasonable costs incurred by City in connection with the Litigation Challenge; D. If Developer desires to contest or defend any Litigation Challenge and if at any time one or both Parties determine that they require separate representation: (i) Developer shall take the lead role defending such Litigation Challenge; (ii) Developer shall be separately represented by the legal counsel of its choice; (iii) in any action or proceeding, City shall be
separately represented by the legal counsel of its choice, selected after consultation with Developer, with the reasonable costs of such representation to be paid by Developer; (iv) Developer shall reimburse City, within forty-five ( 45) days following City's written demand therefor, which may be made from time to time during the course of such litigation, all reasonable costs incurred by City in connection with the Litigation Challenge; and (v) upon Developer's request, City shall enter into a joint defense agreement in a form reasonably acceptable to the City Attorney to facilitate the sharing of materials and strategies related to the defense of such Litigation Challenge without waiver of attorney client privilege.

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E. Developer shall indemnify, defend, and hold harmless City Parties from and against any damages, attorneys' fees or cost awards, assessed or awarded against City by way of judgment, settlement, or stipulation entered in connection with a Litigation Challenge.

Any proposed settlement of a Litigation Challenge by a Party shall be subject to the approval of the other Party, such approval not to be unreasonably withheld, conditioned or delayed. If the terms of the proposed settlement would constitute an amendment or modification of this Agreement or any Project Approvals, the settlement shall not become effective unless such
amendment or modification is approved by City in accordance with Applicable Law, and City reserves its full legislative discretion with respect thereto.

Section I 0. 7 Revision to Project. In the event of a court order issued as a result of a successful Litigation Challenge, City shall, to the extent permitted by law or court order, in good faith seek to comply with the court order in such a manner as will maintain the integrity of the Project Approvals and avoid or minimize to the greatest extent possible (i) any impact to the development of the Project as provided for in, and contemplated by, the Project Approvals, or (ii) any conflict with the Project Approvals or frustration of the intent or purpose of the Project Approvals.

Section 10.8 State, Federal or Case Law. Where any state, federal or case law allows _ City to exercis() a.ny discretion or take any_act with respec_t to that law, City shall, in an expeditious and timely manner, at the earliest possible time, (i) exercise its discretion in such a way as to be consistent with, and carry out the terms of, this Agreement, and (ii) take such other actions as may be necessary to carry out in good faith the terms of this Agreement.

Section 10.9 Defense of Agreement. City, at Developer's expense, shall take all actions that are necessary or advisable to uphold the validity and enforceability of this Agreement. If this Agreement is adjudicated or determined to be invalid or unenforceable, City agrees, subject to all legal requirements, to consider modifications to this Agreement to render it valid and enforceable to the extent permitted by Applicable Law.

Section 10.10 Indemnity. Developer shall indemnify, at City's request defend, and hold the City Parties harmless from and against any and all costs and expenses (including attorney and legal fees), damages, liabilities, claims, and losses (all of the foregoing, collectively, "Claims") arising directly as a result of Developer's negligence in connection with Developer's performance under this Agreement or arising directly as a result of Developer's (or Developer's contractors, subcontractors, agents, or employees) work performed in connection with the development of the Property or the Project, including without limitation, Claims involving bodily injury, death or property damage arising as a result of such negligence. Developer's indemnification obligations set forth in this Section shall not extend to Claims arising from the active negligence or willful misconduct of any City Party.

ARTICLE llASSIGNMENT
Section 11.1 Transfers and Assignments.

A. Right to Transfer. With the written consent of City, which shall not be unreasonably withheld, conditioned, or delayed, Developer shall have the right to sell, assign or OAK #4850-7721-7314 vl5 30
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transfer ("Transfer") in whole or in part its rights, duties and obligations under this Agreement; provided, however, in no event shall the rights, duties and obligations conferred or imposed upon Developer pursuant to this Agreement be at any time so transferred except through a transfer (including a sale or ground lease) of the Property or part thereof, and all such Transfers shall be made in accordance with the requirements of this Section 11.1. City shall not withhold consent to a Transfer to a transferee that has a net worth of at least $5 million and at least seven (7) years of demonstrated experience developing urban residential or commercial mixed-use projects of a type, size and complexity similar to the Project of portion thereof that is the subject of the proposed Transfer.

B. Permitted Transfers. The following Transfers shall be deemed "Permitted Transfers" that shall not require City consent or compliance with the procedures set forth in this Section: (i) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Project or the Property or part thereof; (ii) Transfers to a Developer Affiliate formed to undertake development of individual phases of the Project; and (iii) the lease or sale of individual residences or commercial facilities constructed as part of the Project.

C. Partial Transfer. In the event of a conveyance of a portion of the Property, DevelQper shall have the right to Transfe_r its rights, duties and obligations under this Agreement that are applicable to the transferred portion, and retain all rights, duties and obligations applicable to the retained portions of the Property. Upon Developer's request, City shall cooperate with Developer and any proposed transferee to allocate rights, duties and obligations under this Development Agreement and the Project Approvals between the transferred Property and the retained Property.

D. Procedures. Developer shall notify City of any proposed Transfer at least thirty (30) days prior to completing such Transfer. At least twenty-one (21) days prior to the effective date of the Transfer, Developer shall deliver to City a draft of the proposed written assignment and assumption agreement in which the transferee expressly agrees to assume the rights and obligations of Developer under this Agreement being transferred. The assignment and assumption agreement shall be in substantially the form attached hereto as Exhibit E. No later than ten (I 0) business days after the date the Transfer becomes effective, Developer shall deliver to City a conformed copy of the fully executed and recorded assignment and assumption agreement.

E. City Consent. Consent to any proposed Transfer may be given by the City Manager unless the City Manager, in his or her discretion, refers the matter of approval to the City Council. If a proposed Transfer has not been approved in writing within thirty (30) days following City's receipt of written request by Developer, it shall be deemed approved.

Section 11.2 Release Upon Transfer. Upon the Transfer of Developer's rights and interests under this Agreement pursuant to this ARTICLE 11, Developer shall automatically be released from its obligations and liabilities under this Agreement with respect to that portion of the Property transferred, and any subsequent default or breach with respect to the transferred rights and/or obligations shall not constitute a default or breach with respect to the retained rights and/or obligations under this Agreement, provided that (i) Developer has provided to City OAK #4850-7721-7314 vl5 11
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written Notice of such Transfer, and (ii) the transferee executes and delivers to City a written agreement in accordance with Section 11.1 above. Upon any Transfer of any portion of the Property and the express assumption of Developer's obligations under this Agreement by such transferee, City agrees to look solely to the transferee for compliance by such transferee with the provisions of this Agreement as such provisions relate to the portion of the Property acquired by such transferee. A default by any transferee shall only affect that portion of the Property owned by such transferee and shall not cancel or diminish in any way Developer's rights hereunder with respect to any portion of the Property not owned by such transferee. The transferor and the transferee shall each be solely responsible for the reporting and Annual Review requirements relating to the portion of the Property owned by such transferor/transferee, and any amendment to this Agreement between City and a transferor or a transferee shall only affect the portion of the Property owned by such transferor or transferee. Failure to deliver a written assumption agreement hereunder shall not affect the running of any covenants herein with the land, as provided in Section 13.4 below, nor shall such failure negate, modify or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement.

ARTICLE 12DEFAULT; REMEDIES; TERMINATION
Section 12.1 Breach and Default. Subject to extensions of time under Section 3.2D or by mutual consent in writing, and subject to a Mortgagee's right to cure under Section 8.3, failure by a Party to perform any material action or covenant required by this Agreement (not including any failure by Developer to perform any term or provision of any other Project Approval) within sixty (60) days following receipt of written Notice from the other Party specifying the failure shall constitute a "Default" under this Agreement; provided, however, that if the failure to perform cannot be reasonably cured within such sixty(60) day period, a Party shall be allowed additional time as is reasonably necessary to cure the failure so long as such Party commences to cure the failure within the sixty (60) day period and thereafter diligently prosecutes the cure to completion. Any Notice of Default given hereunder shall specify in detail the nature of the failures in performance that the noticing Party claims constitutes the Default, all facts constituting evidence of such failure, and the manner in which such failure may be satisfactorily cured in accordance with the terms and conditions of this Agreement. During the time periods herein specified for cure of a failure of performance, the Party charged therewith shall not be considered to be in Default for purposes of (i) termination of this Agreement, (ii) institution of legal proceedings with respect thereto, or (iii) issuance of any approval with respect to the Project. The waiver by either Party of any Default under this Agreement shall not operate as a waiver of any subsequent breach of the same or any other provision of this Agreement.

Section 12.2 Termination. In the event of a Default by a Party, the non-defaulting Party shall have the right to (i) waive in its sole and absolute discretion such Default as not material, (ii) institute legal proceedings pursuant to Section 12.3, and/or (iii) terminate this Agreement upon
giving notice of intent to terminate pursuant to Government Code Section 65868. Following notice of intent to terminate, the matter shall be scheduled for consideration and review in the manner set forth in Government Code Section 65867. Following consideration of the evidence presented in said review before the City Council, a Party alleging Default by the other Party may give written notice of termination of this Agreement to the other Party. Termination of this Agreement shall be subject to the provisions of Section 12.7 hereof.

OAKll4850-772l-73l4 v!S
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In the event that this Agreement is terminated pursuant to Section 7.1, or this Section 12.2 and the validity of such termination is challenged in a legal proceeding that results in a final decision that such termination was improper, then this Agreement shall immediately be reinstated as though it had never been terminated.

Section 12.3 Legal Actions.

A. Institution of Legal Actions. In addition to any other rights or remedies, a Party may institute legal action to cure, correct or remedy any Default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation thereof, or to obtain any other remedies consistent with the terms of this Agreement. Developer agrees that the primary remedy available to Developer in the event of any Default by City shall be specific performance, injunction or similar equitable relief and that recovery of action damages shall only be available in the event that the equitable remedies are inadequate to address the Default in question.

B. Acceptance of Service of Process. In the event that any legal action is commenced by Developer against City, service of process on City shall be made by personal service upon the City Clerk of City or in such other manner as may be provided by law. In the event that any legal action is commenced by City against Developer, service of process on __ Developer shall
be made by personal serviceuponDeveloper's registered agen_tfor stlrvice of process, or in such other manner as may be provided by law.

Section 12.4 Rights and Remedies Are Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by a Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other Party, except as otherwise expressly provided herein.

Section 12.5 No Consequential or Special Damages. In no event shall a Party, or its boards, commissions, officers, agents or employees, be liable for any consequential, special or punitive damages for any Default under this Agreement. This limitation on damages shall not preclude actions by a Party to enforce payments of monies or the performance of obligations requiring an obligation of money from the other Party under the terms of this Agreement, including, but not limited to, obligations to pay actual damages, including attorneys' fees and obligations to advance monies or reimburse monies.

Section 12.6 Resolution of Disputes. With regard to any dispute involving the Project, the resolution of which is not provided for by this Agreement or Applicable Law, a Party shall, at the request of the other Party, meet with designated representatives of the requesting Party promptly following its request. The Parties to any such meetings shall attempt in good faith to resolve any such disputes. Nothing in this Section 12.6 shall in any way be interpreted as requiring that Developer and City reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to in writing by the Parties to such meetings.

Section 12. 7 Surviving Provisions. In the event this Agreement expires or is terminated, neither Party shall have any further rights or obligations hereunder, except for those OAK#4850-7721-7314 vl5 11
EXHIBIT 1- Open Window Project DA
obligations of Developer set forth in Section 5.5(Prevailing Wage Requirements), Section 10.6 (Cooperation in the Event of Legal Challenge) or expressly set forth herein as surviving the expiration or termination of this Agreement. The termination or expiration of this Agreement shall not affect the validity of the Project Approvals (other than this Agreement).

Section 12.8 Effects of Litigation. In the event litigation is timely instituted, and a final judgment is obtained, which invalidates in its entirety this Agreement, neither Party shall have any obligations whatsoever under this Agreement, except for those obligations which by their terms survive termination hereof. In the event that any payment(s) have been made by or on behalf of Developer to City pursuant to ARTICLE 5, City shall refund to Developer the monies remaining in any segregated City account, into which such payment( s) were deposited, if any, along with interest which has accrued, if any. To the extent the payment(s) made by or on behalf of Developer were not deposited, or no longer are, in the segregated City account, City shall give Developer a credit for the amount of said payment(s) as determined pursuant to this Section 12.8, along with interest, if any, that has accrued, which credit may be applied by Developer to any costs or fees imposed by City on Developer in connection with construction or development within or outside the Property. Developer shall be entitled to use all or any portion of the credit at its own discretion until such time as the credit has been depleted. Any credits due to Developer pursuant to this Section 12.8 may, at Developer's own discretion, be transferred by Developer to a third party for application by said third party to any costs or fees imposed by City on the third party in connection with construction or the development of property within City, whether or not related to the Project. This Section 12.8 shall survive the termination or expiration of this Agreement.

Section 12.9 California Claims Act. Compliance with the procedures set forth in this ARTICLE 12 shall be deemed full compliance with the requirements of the California Claims Act (Government Code Section 900 et seq.) including, but not limited to, the notice of an event of default hereunder constituting full compliance with the requirements of Government Code Section 910.

ARTICLE 13 MISCELLANEOUS PROVISIONS
Section 13.1 Incorporation of Recitals, Exhibits and Introductory Paragraph. The Recitals contained in this Agreement, the introductory paragraph preceding the Recitals and the Exhibits attached hereto are hereby incorporated into this Agreement as if fully set forth herein.

Section 13.2 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the Parties.

Section 13.3 Construction. Each reference herein to this Agreement or any of the Existing Approvals or Subsequent Project Approvals shall be deemed to refer to the Agreement, Existing Approval or Subsequent Project Approval as it may be amended from time to time, whether or not the particular reference refers to such possible amendment. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or OAK#4850-772l-7314 vl5 14
EXHIBIT 1- Open Window Project DA
construing the terms, covenants or conditions of this Agreement. This Agreement has been reviewed and revised by legal counsel for City and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. Unless the context clearly requires otherwise, (i) the plural and singular numbers shall each be deemed to include the other; (ii) the masculine, feminine, and neuter genders shall each be deemed to include the others; (iii) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (iv) "or" is not exclusive; (v) "include," "includes" and "including" are not limiting and shall be construed as if followed by the words "without limitation," and (vi) "days" means calendar days unless specifically provided otherwise.

Section 13.4 Covenants Running with the Land. Except as otherwise more specifically provided herein, this Agreement and all of its provisions, rights, powers, standards, terms, covenants and obligations, shall be binding upon the Parties and their respective successors (by merger, consolidation, or otherwise) and assigns, and all other persons or entities acquiring the Property, or any interest therein or portion thereof, and shall inure to the benefit of the Parties and their respective successors and assigns, as provided in Government Code section 65868.5.

Section 13.5 Notices. Any notice or communication required hereunder between City . a11cl D()veloper ("Notii,:e")_m11stbe in writing,_and may be give.neither personally, by registered or certified mail (return receipt requested), or by Federal Express or other similar courier promising overnight delivery. 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 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 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 shall be given. Such Notices shall be given to the Parties at their respective addresses set forth below:

To City:
with a copy to:

OAK #4850-7721-7314 vl5
City of Stockton
425 North El Dorado Street
Stockton, CA 95202
Attention: City Clerk
Tel: (209) 937-8458
City of Stockton
425 North El Dorado Street
Stockton, CA 95202
Attention: Community Development Director
Tel: (209) 937-8444
35 EXHIBIT 1- Open Window Project DA
To Developer: Open Window Project, LLC
115 N. Sutter Street, Suite 307
Stockton, CA 95202
Attention: Zachary Cort
Tel: (209) 469-2678
with a copy to: Gerald J. Ramiza, Esq.

Burke Williams & Sorensen LLP
I 90 I Harrison Street, 9th Floor
Oakland, CA 94501
Tel: (510) 273-8780
Section 13.6 Counterparts: Entire Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. This Agreement, together with the Project Approvals and attached Exhibits, constitutes the final and exclusive understanding and agreement of the Parties and supersedes all negotiations or previous agreements of the Parties with respect to all or any part of the subject matter hereof.

Section l 3.7 Recordation ofAgreement. PursuanUo California Government Code .

Section 65868.5, no later than ten (10) days after the Effective Date, the City Clerk shall record an executed copy of this Agreement in the Official Records of San Joaquin County. Thereafter, if this Agreement is terminated, modified or amended, the City Clerk shall record notice of such action in the Official Records of San Joaquin County.

Section 13.8 No Joint Venture or Partnership. It is specifically understood and agreed to by and between the Parties hereto that: (i) the subject development is a private development; (ii) City has no interest or responsibilities for, or duty to, third parties concerning any public improvements until such time, and only until such time, that City accepts the same pursuant to the provisions of this Agreement or in connection with the various Existing Approvals or Subsequent Project Approvals; (iii) Developer shall have full power over and exclusive control of the Project herein described, subject only to the limitations and obligations of Developer under this Agreement, the Existing Approvals, Subsequent Project Approvals, and Applicable Law; and (iv) City and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between City and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and Developer.

Section 13.9 Waivers. Notwithstanding any other provision in this Agreement, any failures or delays by any Party in asserting any of its rights and remedies under this Agreement shall not operate as a waiver of any such rights or remedies, or deprive any such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. A Party may specifically and expressly waive in writing any condition or breach of this Agreement by the other Party, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. Consent by one Party to any act by the other Party shall not be deemed to OAK#4850-7721-7314 vl5 16
EXHIBIT 1- Open Window Project DA
imply consent or waiver of the necessity of obtaining such consent for the same or similar acts in the future.

Section I 3. IO California Law: Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice oflaw provisions. The exclusive venue for any disputes or legal actions shall be the Superior Court of California in and for the County of San Joaquin, except for actions that include claims in which the Federal District Court for the Eastern District of the State of California has original jurisdiction, in which case the Eastern District of the State of California shall be the proper venue.

Section 13 .11 City Approvals and Actions. Whenever reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise or the context requires otherwise.

Section 13.12 Estoppel Certificates. A Party may, at any time during the Term of this Agreement, and from time to time, deliver written Notice to the other Party requesting such Party to certify in writing that, to the knowledge of the certifying Party, (i) this Agreement is in full force and effect and a binding obligation of the Parties; (ii) this Agret:ment has not been amended or modified either orally or in writing, or if amended, identifying the amendments; (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, to describe therein the nature and amount of any such defaults; and (iv) any other information reasonably requested. The Party receiving a request hereunder shall execute and return such certificate, within twenty (20) days following the receipt thereof. The failure of either Party to provide the requested certificate within such twenty (20) day period shall constitute a confirmation that this Agreement is in full force and effect and no modification or default exists. The City Manager shall have the right to execute any certificate requested by Developer hereunder. City acknowledges that a certificate hereunder may be relied upon by transferees and Mortgagees.

Section 13.13 No Third Party Beneficiaries. City and Developer hereby renounce the existence of any third party beneficiary to this Agreement and agree that nothing contained herein shall be construed as giving any other person or entity third party beneficiary status.

Section 13. 14 Signatures. The individuals executing this Agreement represent and warrant
that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of Developer and City and that all necessary board of directors', shareholders', partners', city councils' or other approvals have been obtained.

Section 13 .15 Further Actions and Instruments. Each Party to this Agreement shall cooperate with and provide reasonable assistance to the other Party and take all actions necessary to ensure that the Parties receive the benefits of this Agreement, subject to satisfaction of the conditions of this Agreement. Upon the request of any Party, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such OAK #4850-7721-7314 vis 17
EXHIBIT 1- Open Window Project DA
required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement.

Section 13.16 Attorneys' Fees. Should any legal action be .brought by either Party because of any default under this Agreement or to enforce any provision of this Agreement, or to obtain a declaration of rights hereunder, the prevailing Party shall be entitled to reasonable attorneys' fees, court costs, and such other costs as may be fixed by the Court. The standard of review for determining whether a default has occurred under this Agreement shall be the standard generally applicable to contractual obligations in California.

Section 13.17 Limitation on Liability. In no event shall: (i) any partner, officer, director, member, shareholder, employee, affiliate, manager, representative, or agent of Developer or any general partner of Developer or its general partners be personally liable for any breach of this Agreement by Developer, or for any amount which may become due to City under the terms of this Agreement; or (ii) any member, officer, agent or employee of City be personally liable for any breach of this Agreement by City or for any amount which may become due to Developer under the terms of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFTBLANK]
OAK #4850-7721-7314 vl5 1R
EXHIBIT 1- Open Window Project DA
IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and City as of the day and year first above written.

APPROVED AS TO FORM:

B� ���n n:_
J�mey
ATTEST:

By:�
�Bonnie Paige,
nA I( Ji'1.R<;/1_77'J 1-711'1. ul,
CITY:

CITY OF STOCKTON, a California
municipal corporation
By:

Kurt 0. Wilson, City Manager
[signature must be notarized/
DEVELOPER:

OPEN WINDOW PROJECT, LLC, a
California limited liability company
By:

Name:

Title:

Zachary Cort
Manager
[signature must be notarized/
EXHIBIT 1- Open Window Project DA

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

State of California )
--1' )ss
County of Sw cJ{)t\�i(l)
On j\A n, �. o1I I{., , before me, �.,,,, (. GJ i II ;/11.,1 , N "'1<2) r 1,1 I,{ ic ,
(Name of Notary)
notary public, personally appeared -�k�lA_vt'��rJ_j l�ti_O�Yl-------,------­ who proved to me on the basis of satisfactory evidence to be the person()1"Whose name(;ffs/a;:.e,­ subscribed to the within instrument and acknowledged to me that he/�executed the same in his�---atithorized capacity(.i.eSJ, and that by his/b,et7t�ignatureW"on the instrument the person� or the entity upon behalf of which the person�acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

OAK#4850-7721-7314 vl5 Acknowledgement
EXHIBIT 1- Open Window Project DA

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
valid it of that document.
personally appeared -:;----;,!-":!lA.����f-.;;-.:.._-,-l�:..J,-...:!..--.,...,---;------,-,-r,--,----' who proved to me on the basis of satisfacto evidence to be the person(:,') whose name·· islafe­ subscribed to the within instrument and ac nowledged to me that he/s�y..executed e same in his/hei:t!Rpir authorized capacity�, and that by his/herllheit signature/S'I' on the instrument the personVJ, or the entity upon behalf of which the person0 acted, execu(e'd the instrument.---- -- -- 1 certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
t·• :t :½ t 4a 6"'-4tAt:4 1t t; t6 �
_ SYLVIA I. LOZAIIO--SANOOVAL Ir
WITNESS my hand and official seal. d. COMM.# 19!l6557 3:
!1;l NOTA!lY PUBLIC-CALIFORNIA m
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"" SAN JOAQUIN COUNTY '!?_ .::J Illy Commission Elq,lma November 23 2016 (,.,,.. ,,._,,,4tii77Vlff♦T♦♦4:-y\ Signature --,.L-L�__£(__�=C::::=-7(Seal)
EXHIBIT 1- Open Window Project DA

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0AK#4850-772/-7]14 VIS
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EXHIBIT 1- Open Window Project DA
EXHIBIT A-2

LEGAL DESCRIPTION OF DEVELOPER PARCELS
All that certain real property situated in the City of Stockton, County of San Joaquin, State of California, described as follows:
510E MINER
532EMINER
544EMINER
225 N AMERICAN
Parcel I: APN 139-250-06
Lots I, 3 and the West 40 feet of Lot 5 in Block 74 East of Center Street, in the City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof.

Parcel 2: APN 139-250-12
Lot 5, except the West 40 feet (Carpenter's Measurement) and allofthat portion of Lot? lying North of the South line of Miner Channel in Block 74 East of Center Street, in the city of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof.

Parcel 3: APN 139-250-12
Lot 15 in Block 74, East of Center Street, in the City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof.

Parcel 4: APN 139-250-27
Parcel 4A:

That portion of Lots 9 and 11 in Block 74, East of Center Street in said City of Stockton according to the Official Map or Plat therefor, lying North of South Line of Miner Channel or Slough as shown on Map ofH.T. Compton Jr, City Surveyor on file in the City Clerk's Office of City of Stockton, County of San Joaquin, State of California Parcel 4B:

A portion of Lot 11 in Block 74, East of Center Street, in said City of Stockton according to the Official Map or Play thereof, commencing at the Northwest corner of said Lot; running thence South 40 feet; Thence Westerly parallel with Miner Avenue, 50 feet more or less to Bulkhead as per H.T. Compton Map; thence Northeasterly along line of Bulkhead to Miner Avenue, thence East along South line of Miner Avenue to place ofbeginning.

OAK#4850-7721-7314 vis Exhibit A-2-1
EXHIBIT 1- Open Window Project DA
Parcel 4C:

A portion of Lots 9 and 11 in Block 7 4, East of Center Street in said City of Stockton, according to the Official Map or Plat thereof, described as that portion South 10 feet of the North 50 feet of each of Lots 9 and 11, lying South of line of waterway belonging to City of Stockton as established by H.T. Compton, City Surveyor in Plat Book on file in City Clerk's Office.

Parcel 4D:

The South 12 of Lot 11 and all those portions of Lot 9 lying South of Miner Channel in Block 74, East of Center Street in said City of Stockton according to the Official Map or Plat thereof. 615 E CHANNEL
Lot 4 in Block 75, East of Center Street, according to the Office Map or Plat thereof in the Office of the Recorder, San Joaquin County.
619 E CHANNEL
Lot 6 in Block 75, East of Center Street in the said City of Stockton, according to tire official- Map or Plat thereof in the Office of the County Recorder of San Joaquin County.

APN: 139-290-06

II NGRANT
Lot 12, Block 8, or Tract of East of Center Street, in the City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof, County of San Joaquin Recorder, State of California.

Reserving unto Grantors herein all oil, gas, minerals and other hydrocarbon substances lying below a depth of 500 feet beneath the surface of said land, without however the right of surface entry.

Assessor's Parcel Number(s): 149-180-22
612EMINER
Lots 1 and 3 in Block 75 , East of Center Street, in the City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof, County of San Joaquin Records.
622 EMINER
Lot Five (5) in Block Seventy-Five (75) East of Center Street, in the said City of Stockton, according to the Official Map or Plat thereof.

OAK#4850-7721-7314 vl5 Exhibit A-2-2
EXHIBIT 1- Open Window Project DA
APN: 139-290-02
630 EWEBER
646 EWEBER
643 EMAIN
Lots 7, 9, 11 and 12 in Block 7, East of Center Street, in the City of Stockton, according to the Official Map or Plat thereof, County of San Joaquin Records.

Assessor's Parcel Number(s):
149-180-03
149-180-04
149-180-09
635 EMAIN
Lot 10 in Block 7, "East of Center Street", in the City of Stockton according to the Official Map thereo£
· · APN: 149-180°08
836 E CHANNEL
PARCEL ONE:

Lot 7 in Block 70, East of Center Street, in the said City of Stockton, County of San Joaquin, State of California according to the Official Map or Plat thereof.

APN: 139-280-04
PARCEL TWO:

Lot 9 in Block 70, East of Center Street, in the said City of Stockton, County of San Joaquin, State of California according to the Official Map or Plat thereof.

APN: 139-280-05
707 EMAIN
For APN/Parcel ID(s): 149-180-24
A portion of lots 4 and 6, in Block 8, East of Center Street, in the City of Stockton, County of San Joaquin, State of California, more particularly described as follows:

Parcel B, as shown upon map filed in Book 8 of Parcel, Maps, Page 6, San Joaquin County Records.

OAK#4850-7721-7314 vl5 Exhibit A-2-3
EXHIBIT 1- Open Window Project DA
206N SUTTER
Lots 2, 4, 6 and 8 in Block 73, East of Center Street, in the said City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof. 201 N CALIFORNIA
For APN/Parcel ID(s): 139-250-040
Lots I 0, 12 and 16 in Block 73, East of Center Street, in the said City of Stockton, according to the Official Map or Plat thereof, San Joaquin County Records. 242 N SUTTER
APN: 139-250-01/139-250-05
PARCEL ONE:

Lots nine (9) and eleven {11) and portion of Lots seven (7) and fifteen(l5), in Block seventy-three (73) EAST OF CENTER STREET IN THE CITY OF STOCKTON according to the Official Map thereof, San Joaquin County Records, described as follows:

BEGINNING at the Northeast comer of said Block 13, being also the West line of California Street, 151.5 feet to the Southeast corner of said Lot 15; thence North 71 "3 I' West.

52.23 feet to a point bearing 45.0 feet Westerly of said East line of Block 73 and 125.0 feet Southerly of the North line of said Block 73; thence South 78"00' West and parallel with said North Line of Block 73, 85.0 feet, thence North 12"02' West and parallel with said East line of Block 73,800 feet; thence North 31"40' West, 49.3 feet to the Northwest corner of said Lot 7; thence North 78"00' East along said North line of Block 73, being also the South line of Miner Avenue, 151.6 feet to the point of beginning.

PARCEL TWO:

Lot five (5) and portion of Lots three (3) seven (7), thirteen (13) and fifteen (15) in Block seventy three (73), EAST OF CENTER STREET, IN THE CITY OF STOCKTON, according to the Official Map thereof, San Joaquin County Records, and described as follows:

BEGINNING at the Southeast comer of said Lot 15 and ran North 71"31' West, 52.23 feet to a point being 45.0 feet Westerly of the East line of said Block 73 and 125.0 feet SOUTHERLY OF THE North line of said Block 73 thence South 78"00' West and parallel with said North line of Block 73, 85.0 feet; then North 12"02' West and parallel with said East line or Block 73, 80.00 feet; thence North 37'' West, 49.93 feet to the Northwest comer of said Lot 7; thence South 18"00' West along said North line of Block 73, being also the South line of Miner Avenue 59.4 feet; thence south 12"02' East and Parallel with said East line of Block 73, 101.0 feet to the North line of Lot 13; Thence North 78"00' East along said North line of Lot 73, 50.5 OAK#4850-1721-13l4 vl5 Exhibit A-2-4
EXHIBIT 1- Open Window Project DA
feet to the South line of said Lot 73; thence North 78"0' East along said South lines of Lots 13 and 15, 196. 6 feet to the point of beginning.

SUBJECT to the right to use the existing fire escape fire escape passageway over the lying East of the West line of the above described parcel in said Lot 13 PARCEL THREE:

Lot one(!) and positions of Lots three (3) and thirteen (13), in Block seventy-three (73), EAST OF CENTER STREET, IN THE CITY OF STOCKTON, according to the Official Map thereof San Joaquin County Records and described as follows:

BEGINNING at the Northwest comer of said Block 73 and ran North 78"0' East along the North line of said Block 73, being also the South line of Miner Avenue, 92.2 feet to a point being 221.0 feet Westerly of the Northwest comer of said Block 73; thence South 12"02' East and parallel with the East line of said Block 73, 101.0 feet to the North of said lot 73; thence North 78"0' East along said North line of Lot 73, 14.4 feet; thence South 12"02' East, parallel with and distant 45.0 feet Westerly of the East line of said lot 13, 50.5 feet to the South line of said Lot 73; thence South 78"0' West along said South line of Lot 73, 106.6 feet to the Southwest comerofsaid Lot 13; thence North 12"02' West along the Westline of said-Block 73,­ being also the East line of Sutter Street, 151.1 feet to the point of beginning.

TOGETHER with the right to use the existing fire escape passageway over and lying East of the East line of the above described parcel in said Lot 73. 104 N AMERICAN
All that certain real property being a portion of Block 68, "East of Center Street," City of Stockton, County of San Joaquin, State of California, according to the Official Map thereof, County of San Joaquin, State of California, being more particularly described as follows:

Beginning at the Northwesterly comer of said Block 68; thence along the Northerly line of said Block 68; also being the Southerly line of Channel Street (60"06' wide), North 78"23'35" East 102.30 feet; thence leaving aid Northerly line the following five (5) courses:(!) South 11"39'25" East 100.00 feet; (2) North 78"20'35" East 45.00 feet; (3) South 11 "39'25" East

65.00 feet; (4) North 78"20'35" East 26.00 feet and (5) South 11"39'25" East 87.66 feet to the Southerly line of said Block 68, also being the Northerly line of Weber Avenue (11"10' wide); thence along said Southerly line South 78"22'35" West 173.23 feet to the Southwesterly comer of said Block 68; thence along the Westerly line of said Block 68, also being the Easterly line of American Street (80"08' wide) North 11"40'25" West 252.65 feet to the point of beginning.

The above legal description is also referred to as "0.8031- Acre Parcel" on Certificate of Lot Line adjustment contained in Corporation Grant Deed recorded on May 5, 1994, instrument No. 94057303, San Joaquin County Records.

APN: 139-270-14
OAK#4850-7721-7314 v15 Exhibit A-2-5
EXHIBIT 1- Open Window Project DA
210 N AMERICAN
For APN/Parcel ID(s): 139-290-04
Lot Two (2), in Block 75, East of Center Street, in the said City of Stockton, according to the official Map or Plat thereof, San Joaquin County Records. 221 N AMERICAN
The Easterly I 00 feet of Lot 16 in Block 74 East of Center Street, in the said City of Stockton, according to the Official Map or Plat thereof, San Joaquin County Records.

Expecting therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth of 500 feet beneath the surface of said land, without the right of surface entry, is reserved in the feed from the trustees for Iroquois Tribe No. 15, improved order ofRedmen, recorded November 12, 1991 as Instrument No. 991110385, San Joaquin County Records.

Assessor's Parcel Number(s): 139-250-23
525 E CHANNEL
Lot 8 and the Westerly 50 feet of Lot 16 in Block 75, East of Center Street, in the City of Stockton, County of San Joaquin, State of California as per the Official Map or Plat thereof APN: 139-250-18
535 E CHANNEL
Lot ten (10) in Block seventy-four (74), East of Center Street, in the said City of Stockton, according Official Map or Plat thereof, San Joaquin County Records. 545 E CHANNEL
Lot 12 in Block 74 of"East of Center Street", in the said City of Stockton, according to the Official Map or Plat thereof.

APN: 139-250-21
832 E WEBER
Parcel One:

Lot 5, Block 9, "East of Center Street" in the said City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof, San Joaquin County Records.

OAK #4850-7721-7314 vl5 Exhibit A-2-6
EXHIBIT 1- Open Window Project DA
Parcel Two:

Lot 7, Block 9, "East of Center Street" in the said City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof, San Joaquin County Records.

Assessor's Parcel Numbers(s):
149-190-03
149-190-04
843 EWEBER
For APN/Parcel ID(s): 139-280-07
PARCEL I:

Lots 10 and 12 in Block 70, East of Center Street, in the said City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof.

PARCEL II:

The East
2/3 of Lot 14 in Block 70, East of Center Street, in the said City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof. 800EMAIN
APN: 149-210-01
Lots one (1), three (3) and thirteen (13) in Block eighteen (18) East of Center Street, in the City of Stockton, according to the Official Map or Plat thereof, San Joaquin County Records. 29NAURORA
Parcel I:

Lot 11 in Block 9, East of Center Street, in the said City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof, San Joaquin County Records.

Parcel 2:

Lot sixteen (16) in Block Nine (9) East of Center Street, in the said City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof, San Joaquin County Records.

OAK#4850-772l-73l4 vlS Exhibit A-2-7
EXHIBIT 1- Open Window Project DA
Parcel 3:

Lot fifteen (15), and the East 26 inches of Lot thirteen (13) in Block nine (9), East of Center Street, in the City of Stockton, according to the Official Map or Plat thereof, San Joaquin County records, and more particularly described as follows:

Beginning at the Northeast corner of said lot Thirteen (13) thence Westerly along the North line of said lot thirteen ( 13 ), 26 inches to the center of a 13 inch Brick Wall thence continuing Easterly along the South line of said Lot fifteen (15) 151.68 feet to the Southeast corner of said lot fifteen (15) thence Northerly along the East line of said lot (15) thence Northerly along the East line of said Lot fifteen (15), 50.55 feet to the Northeast corner of said Lot fifteen (15) thence Westerly along the North line of said Lot fifteen (15), 151.68 feet to the point of beginning.

Parcel 4:

Lots 2, 4, 6, Block 9, East of Center Street in the City of Stockton according to the Official Map or Plat thereof, San Joaquin County records.

Assessor's Parcel Numbers(s): 149-190-06; 149-190-07; 149-190-08; 149-190-09; 149-190-10; 149-190-11
501 EMAIN
The South 65 feet of Lot 2 and the West ½ of Lot 4 in Block 6 of East of Center Street, in the City of Stockton, according to the Official Map or Plat thereof, San Joaquin County Records, pursuant to Notice of Lot Merger recorded
May 3, 1985, Document No. 85030031, Official
Records.

APN: 149-170-27
11 N AURORA
Lots 9, 11 and 15, Block 18, East of Center Street in the City of Stockton according to the Official Map or Plat thereof, San Joaquin County Records.

EXCEPTING THEREFROM the northerly 59.80 feet of said Lots 9 and 11, being measured perpendicular to and parallel with the southerly line of Main Street. 831 EMAIN
APN: 149-190-13
The East½ of Lot 8 in Block 9 EAST OF CENTER, according to the Official Map or Plat thereof, San Joaquin County Records.

OAK#4850-7721-7314 vl5 Exhibit A-2-8
EXHIBIT 1- Open Window Project DA
20NAURORA
APN: 151-190-08
Lot 13 and the West 125 feet of Lot 14 in Block 241 of West Center Street, in the City of Stockton, as per Official Map therefor, San Joaquin County Records. 915 E MARKET
929EMARKET
937E MARKET
PARCEL ONE:

All of Lots 8, 15 and 16 in Block 241, EAST OF CENTER STREET, in the City of Stockton, according to the Official Map thereof
EXCEPTING THEREFROM that portion conveyed to the San Joaquin Regional Rail Commission by Deed recorded June 29, 1998, as Document No. 98-074242.

ALSO EXCEPTING THEREFROM all minerals and mineral rights, interests, and royalties, including without limiting the generality thereof, oil, gas, and other hydrocarbon substances, as well as metallic or other solid minerals, in and under said property.

PARCEL TWO:

Lot 6 and the East 25 feet of Lot 14 in Block 241, EAST OF CENTER STREET, in the City of Stockton, according to the Official Map or Plat thereof.

PARCEL THREE:

The East 40 feet (Carpenter's Measurement) of Lot 4, in Block 241, EAST OF CENTER STREET, in the City of Stockton, according to the Official Map or Plat thereof.

TOGETHER with all of the right, title and interest of the grantors herein and to that certain right of way to be used exclusively for foot passengers on, over and along the West 10 feet 6 inches of Lot 4, Block 241, East of Center Street, to be kept and maintained forever as an open areaway as conveyed in Deed dated October 29, 1925, executed by M.D. Dentoni, a single man and M Katten, a single man to George Heighiet and Sam Tager, recorded October 31, 1925 in Vol. 126 of Official Records, page 3 7, San Joaquin County Records. 216 N AMERICAN
Lots 13 and 14, Block 7 5 of East of Center Street, in the City of Stockton, as per Official Map thereof, SAN Joaquin county Records.

APN: 139-290-03
OAK#4850-772l-73l4 vl5 F.xhihit A-?-0
EXHIBIT 1- Open Window Project DA
EXHIBIT A-3

LEGAL DESCRIPTION OF CITY PARCELS
That certain real property situated in the State of California, County of San Joaquin, City of Stockton, more particularly described as follows:

Street Address: 216 N. California Street, Stockton, California Parcel 1:

The North 40 feet, 7 1/3 inches of each of lots two (2) and four (4) in block seventy-four (74) East of Center Street, in the City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof.

Parcel 2:

The South 60 feet 4 2/3 inches of each oflots two (2) and four ( 4); The South 60 feet 4 2/3 inches of the West 2 1/2 feet oflot six (6); all in block seventy-four (74), East of Center Street, in the City of Stockton, County of San Joaquin, State of California, according to the Official Map of Plat there6£
(ALL MEASUREMENTS UNITED STATES STANDARD MEASURE)
APN: 139-250-26
Street Address: 39 N. California Street, Stockton, California Lot 11 in Block 5 East of Center Street, in the City of Stockton, according to the Official Map or Plat thereof.

APN: 149-170-12
Street Address: 27 N. California Street, Stockton, California Parcel 1:

The South 6 1/2 inches of the North one-half of the West 140 feet of Lot 13, the South one-half of Lot 13 and the North 10 feet of Lot 14 in Block 5, East of Center Street, in the City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereo£
Parcel 2:

The North one-half of Lot 13 in Block 5, East of Center Street, in the City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof.

Excepting therefrom the South 6 1/2 inches of the North one-half of the West 140 feet of Lot 13.

OAK #4850-7721-7314 v!S Exhibit A-3-1
EXHIBIT 1- Open Window Project DA
Parcel 3:

All of Lots 15 and 16 in Block 5, East of Center Street, in the City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof.

Excepting therefrom the South 26.33 feet of the East 141.00 feet of Lot 16.

APN: 149-170-25
Street Address: 431 E. Main Street, Stockton, California Lot 8 and the west one-half of Lot 10 in Block 5 East of Center Street, in the City of Stockton, according to the Official Map or Plat thereof.

APN: 149-170-08
Street Address: 445 E. Main Street, Stockton, California The East one-half of Lot 10 and all of Lot 12 in Block 5, East of Center Street, in the said City of
Stockton, according to the Official Map or Plat thereof, San Joaquin County Records.

APN: 149-170°09
Street Address: 24 N. American Street, Stockton, California Lots 13, 14, 15 and 16 in Block 7, East of Center Street, in the City of Stockton, County of San Joaquin, State of California, according to the Official Map or Plat thereof, San Joaquin County records.

APN: 149-180-05
Street Address: 725 E. Main Street, Stockton, California All of Lots 8 and IO in Block 8 East of Center Street, in the City of Stockton, according to the Official Map or Plat thereof.

Also all that part of Lot 6 in Block 8 East of Center Street, being the East 46 1/2 feet thereof, more or less, bounded on the West by the centerline of a division wall running North and South between certain buildings, and being all of said Lot 6, except the part thereof conveyed by Rudolph Gnekow and wife to their sons and daughters by Deed dated February 3, 1913 and recorded in Book "A" of Deeds, Vol. 208, page 106, San Joaquin County Records.

APN: 149-180-21
Street Address: 25 N. Grant Street, Stockton, California Lot 16 and the West 1/3 of Lot 15 in Block 8, East of Center Street, in the City of Stockton, according to the Official Map or Plat thereof, San Joaquin County Records.

APN: 149-180-17
OAK#4850-7721-7314 vl5 Exhibit A-3-2
EXHIBIT 1- Open Window Project DA
ACCOUl'ft rl
Non-Residential
687-0000-223.90-18
587-0000-.?.B. 90-18
587-0000-223.90-lS
Residential
537-0000·Z23.90-IS
687-0000-223.90-18
687-0000-223.90-18

EXHIBIT B

IMPACT FEES - CITY/MUD FEE SCHEDULE
Public Facility Fees
Agricultural Land Mitigation
(209) 937-8561
FY 2015-16 Adopted Fee Schedule
£/fe.cti'le Date De;cription
7/
1/2015
7/1/2015
7/1/2015
7/!/2015
7/!/.10!5
7/1/2015
Office,{H,gh Densn:y (p"r acre of net parcel areal
Reratl/Med,um Density (per acre of net parcel areaJ
Wareho!..Se/low DensilY (per acre of net parcel area)
Sing!., Familv Units (peer acre of net parcel area)
Multip.le Family Units (per acre of :,et parcel neaJ
Gue,t �ooms (Jl<!'r acre of n,,t parcel area)
Dhrision Genenl Comma,ts (ApplicaJil'e tD all fees»
All Fee Areas- -Additionfl 13.5"-' Admlnis.trati\t,e fee Accouret ti
Non-Residential
990-0000-344..47-00
990-0000-344.47-00
990C0000-344.47-00
Residential
990-0000-344.47-00
'390-0000-344.47-CO
990-0000-344.47-00
Public Facility Fees
Air Quality
(209) 937-8561
lfY 2015-16 Adopted Fee Schedule
Effeirtitte Ootf! Ve;crir,1tion
7/1/20'/.5
7/t/:Wl5
7/1/2015
7/l/2015
7/1/2015
7/1/2015
Cffice!}iigh Density fper 1,000 sq. ft.)
Retail/Mf!dium OensitvlJ><!r 1,000 sq. ft.)
Warehouse/low De,nsity jp.ar l.000 <q. ft.I
Sing_l,. F:tmlly Units [per unit)
Multiple famil� Units (per unit)
Guest Rooms (p,er room)
Division Gener�I Comments (Appllotfe, to all ree.sJ
All Fee Arn�s - Additional 3..5% Admin,stv.iu,,� Fe�
OAK #4850-7721-7314 vl5 Exhibit B-1
Amo1.1nt
Sll.902.00
Sll,758.00
$10,494.00
$14,352.00
$12,841.00
SU.841.00
ltmatJnt
SlJ.9.00
$689.00
S405.00
$18700
$127.00
$120.00
EXHIBIT 1- Open Window Project DA
Public Facility Fees
City Office Space
(209) 937-8561
Accou11t I/
FY 2015-16 Adopted Fee Schedule
Effective Date De . .criprion
Non-Residential
930-0000-344.41.-00
930-0000-344.42-00
930-0000-.?44.42-00
7/!/J.015
7/1/2015
7/1/2015
Residential - Exist.ing City Limits
930-000(>-344.42-00
930-0000-344 . .42-00
9»-0000-144-42-00
7/1/2015
7/1/2015
7/l/'J:015
Office/liigh Density (per 1,000 sq. ft.)

11.etail/Medlum Density (per 1,000 sq. ft.i
Warehouse/Low DenSttV (per l,000 SQ. i1.J
Single f'aim,(y Units (per unit)
il1foltiple ramily Units (per unit)
Guest �corns (per unitl
Residential - Greater llowntuwn Area
9»-0000--3A4.42-00
'B0-0000-344.42-00
930-0000-344.42-00
7/!/1.015
7/l/2015
7/1/2015
Residential - Ouuidle City limns
930-0000-344.42--00

9.l.0-0000-344.4.I-OO
930-0000-344.42-00
7/1/2015
7/1/20!5
7/1/2015
Single �amHy Units (pier unit)
Multiple fomily Umts (per un,tj
Guest ;iooms fper room l
Sin&!"' Family Units (per unit)
�\itultiple f3mify Units (p.er room)
G�est ticom.s (pur room)
l!livisl&tl Gena-aJ O:inm,"ientr. f� W i!lll Fees)
All fee Al"e�s •· Additiorul 35� Jtdmintstrarjue ?�
OAK #4850-772 l-7314 vl5 Exhibit 8-2
Amount
$4.3.75
$22.50
$25.50
$233.50
$195.50
$49.00
EXEMPT
EXEMPT
$49.00
$467.00
$.l,91.00
59&.25
EXHIBIT 1- Open Window Project DA
Account ti
Non-Residential
920-0000-344.41-00
920-0000-344.41-00

9.W-0000-344.41-00
Public Facility Fees
Community Recreation Centers
(209) 937-8561
FY 2015-16 Adopted Fee Schedule
Effective Date De5cr;ptron
7/1/2015
7/1/2015
7/1/2015
Retail/Medium Density (per 1,000 sq. it.)
Office/High Density {per 1.000 sq. ft.I
Warehouse/low Density (p.,r 1.000 ,q. ft.I
Residential - Existing City limits
920-0000-344.4 l-OO
9:20-0000-344.41-00
9l0-0000-344.41-00
7/1/2015
7/1/2015
7/1/2015
Single Fam,!y Units (per unit)
Multiple Family Units (per unit)
Guest Rooms (per room)
Residential - Greater Downtown Area
920-0000-.344.41-CO 7/1/2015 Single Famify Units (per uniti 920-0000--344.41-00 7/t/2015 l\llultip!e family Uni
t
s (per unit)
!12'G-COOO-344.41-00 7/1/:1.015 Guest Rooms (per room)

APPENDIX IV-B
9J!O-i"',OOO-l44.41-00 7/1/.1015 Sing!e Family Umts (per unit) 920-00C(J-344.41-00 7/1/2015 Multiple family Units {per unit) 920-C000-·344.41-00 7/1/2015 Guest Rooms (per room)
llli'llis.ioo General l1:111m1nen1ts fApo[tt:alble to all Feesl All fae -"reas- ,'ldditior.al 3.5¾ Administrative Fee
Public Facility Fees
County Facilities
(209J 937-8561
Account ;I
FY 2015-16 Adopted Fee Schedule
Effective Date Description
All "Fee Areas .. • Non-Residential
oS7-0000-l.2.3.90-15
681-00.10-2:.n. 'l0-15
c87-Q000-2l3.90-l5
7/1/2015
7/l/2015
1/l/2015
All "Fee Areas" - Residential
687-0000-l.U.90-15
-637-0000-l:l:3. 90-15
7/l/l015
7/t/2015
Office/High Density [per 1,000 sq. ft.)
Reuil/Medium Density {per t,000 <q. it.)
W:,,reho11se/low Oen;iry fper 1,000 iq. ft.)
Smgf� �am,ly un,ts (per un�)
Multiple Fundy Units
DiMSi6n Gen.er.ti li::OMM.?111$ fApplltable to all fees) ,\If Fe<! re3s - Mdit,ona,I 3.5% Aclm•n,stt�ti•e Fee
OAK #4850-7721-7314 vl5 Exhibit B-3
Amount
$20.25
S39.50
523.50
$240.50
$20.1.50
EXEMPT
EXEMPT
EXEIVl?T
EXEMPT
5431.00
SA05.00
t-X£1VIPT
Amotmt
S3qo.oo
S440.00
suo,oc
SU\26.00
Sl.65! 00
EXHIBIT 1- Open Window Project DA
Account II
Non-Residential
940-0000-344.43-00
940-0000-344.43-00
940-0000-344.43-00
Public Facility Fees
Fire Station
(209) 937-8561
FY 2015-16 Adopted Fee Schedule
Effecti
ve Date Description
7/1/2015
7/1/2015
7/liZOlS
Office/H�h Oen,ity [pu 1.000 sq. ft.)
Rerail/Medium Oenstty {per 1,000 sq_ ft.I
Warehouse/low Density (p,,r 1.000 sq. ft. I
Residential - El<isting City limits
�--0000-344.43-00
940--0000-344.43-00
940-0000-344.43-00
7/1/2015
7/1/2015
7/1/2015
Single Family Units (per unit)
Multipl,, Family Units IP er umt)
Guest Rooms (per room)
Residential - Greater Downtown Area
940-0000--3.44.43-00
94C-0000--344.43-00
9'10-0000-344.43-00
7/1/2015
7/1/2015
7/1/2015
Single i';omily Units (per umtl
Multiple F<rmilv Units (per U>litJ
Guest Rooms (per room)
Diwsl'on Gener.ii Comments (Applicable to an fees!
All Nee Areas -Addit1ona_l 3.5% Administr:11t1ve Fee
OAK #4850-7721-7314 vl5 Exhibit 8-4
Amount
$118.50
$61.00
$54.00
$78l.00
$658.00
$89.00
EXEMPT
EXEMPT
$44.SO
EXHIBIT 1- Open Window Project DA
Accow1t If
Non-Residential
950-0000-344.44-00
950-0000-344.44-00
950-0000-344.44-00
Public Facility Fees
Libraries
(209) 937-8561
fY 2015-16 Adopted Fee Schedule
Effective
Vote De;uiption
7/l/2015
7/1/2015
7/l/2015
Off"JO!,t-iigh Density {p�r 1.000 <q. ft.)
Ret�II/Me:diutn Density !per 1.000 ;q. ft.)
Wair'!bouse/tow Density (,:,er 1,000 �q. ft.)
Residential - Existing City Limits
950--0000-344.44-00
950-0000-344.44-00
950-0000-3.44.44-00
7/1/2015
7/1/2015
7/l/'1015
Sing!., rarn.1,y· Unit,; fper unit)
Multip� famdy Unin. fp,:r unltl
Gu.st R.oo,ns. ;per roam}
Residential - Greater Downtow-1111 Area
950--0000-344.44-00
950-0000-344-4<1-00
950-0000-344.44-00
7/I/2015
7/1/2015
7/1/1015
Sing�e Famifv Units (per unit)
Multi?!e f31rrulv Units {IJl'r unit)
Guest Q= (ver room)
Residential - Outside City Li/milts;
950-0000-344.44-00
950.0000-344 .44-00
950-0000-334.44-00
7/1/.1015
7/1/1015
7/1/2013
S'rngl<e Fam11\f Llnii,;; [per unit)
-,lulti12>� f�mily Units (per un,tl
6<1-,,st Rcoms /per ,ooml
!>MSllon General �ommen,tsi iAppliltalb:lle w all reesJ All fa;, Area< - A,ddtt,onal 3.5!' Adminu.tr�nve ,.,,,,, Accou11t It
Non-Residential
970•0000-344.46-00
970-0000-344.46-00
�70-0000-344.46-00
Residential
970-0000-344.46-00
'370-0000-344.41:i·OO
970-0000-144.46·00
Public Facility Fees
Parli.land
(209) 937-8349
FY 2015-16 Adopted fee Schedule
Effective Oa
t� O escript,on
7/1/2015
7/!/2015
7/l/lOlS
7/1/2015
7'/l/2015
7/t/2015
Olfke/1-i�h De11sity
Retail/ll,lettium Dea�ity
W:uehou,.,,'l,:,,w o.,n.,i,�
Single Fa,m;ly units (p�r unit)
Multlote Fa,mih1 tJn,ts: (per umt\
Guett Rooms;
El'11islon General Comments fApolkable tll> ail.I �I
AU Fl!e Areas� Addit,on:tf 33% Admmistr-�hve fee
OAK #4850-7721-7314 vl5 Exhibit B-5
Amount
$94.50
$48.50
SSG.00
S45l.OO
S380.50
535.50
illMi>T
EXEMPT
$85.50
5902.00
S,7i,l.()0
S.l1LOO
Jtmoun;
EXEMPT
Elc:fMi'T
EXEMPT
Sl.798. 00
SU'l2.00
El<t.MPT
EXHIBIT 1- Open Window Project DA
Account ti
Non-Residential
%0-0000-344.45--00
960-0000-344.45-00
Public Facility Fees
Police Station Expansion
(209) 937-8561
FY 2015-16 Adopted Fee Schedule
Effective Date Description
7/
l/2015
7/1/2015
960-0000-344.45-00 7/!/2015
Office/High Density (per 1.000 sq. ft.)
Retail/Medium Density (per 1,000 sq. ft.)
Warehouse/Low Density (per 1,000 ,q. it.J
Residential • Existing Ci1y limits
960-0000-)44.45-00
960-0000-344.45-00
7/1/2015
7/1/2015
Single F3mily Units (per u
nit)
Multiple i'amilv Units (per unit)
960-0000-344.45-00 7/1/2015 Gu�st Rooms (per room)
Residential • Greater Downtown Area
960-0000-344.45-00
960-0000-344.4 5-00
960-0000-344.45-00
7/!J2015
7/1/2015
7/1/2015
Single r3mily Units (per unit)
Multiple family Units {per unit)
Guest Rooms (per room I
iJhrision Genaa! CCmmetl\lls l)Afl!?(iil:allzil to aill fees) All fee Are�••· Adc!itt0nasl 1..5% o\drn,nisl.ratiue R!ee .Account!/
Non-Residenitiafi
917-0000-344.. ll-O&
91 Hl000-344. ll-OS
917-0000-344. ll·OO:
917-0000-J-'14.ll--08
Residential
917-0000-344-l l·OS
917-0000-l4Ul--OS
Public Facility Fees
Regional Transportation Impact
Fee (RTIF)
(209) 937-8349
FY 2015-16 Adopted Fee Schedule
1£ffec:ti•1e Dote
Descr,ption
7/l/Wt.5
7/l/'J.015
7/!/lOl.5
7/t/'J.015
,ll/2015
7/l/.2015
O!fu:e/High Density/Guest Rooms (per l,000 ,q. ft.)
iletail/Medium Density (p>!r 1,000 sq. ft.)
Commemal/lndustrial (p<!r l,000 sq. tq
High Cube W.;rehouse (per l,000 ;q. ft.)
Singf<: Family Units (per unit)
Multiple Family Units: (per un,t)
DMsion Genenl Conune.1>tt KApplill:a.ble, to all �I
All Fel! Areai - Additional l!.5.?IJ Adrttmt5.troth,e Fet! OAKll4850-7721-73l4 vl5 Exhibit 8-6
Amount
$105.50
$54.00
$62.00
$591.00
$497.00
$99.50
EllfMPT
cXEMPT
S99.50
Amount
St,sso.oo
Sl.250.00
$9S0.00
S400.00
$3,14-l.34
$1,384.80
EXHIBIT 1- Open Window Project DA
Account II
Non-Residential
910-0000-344. ll •OO
910-0000-344.11-00
910-0000-344. l l-OO
Public Facility Fees
Street Improvements
(209) 937-8349
FY 201S-16 Adopted Fee Schedule
Effective Date Description
7/1/2015
7/1/2015
7/l/2015
Office/High Density. per 1.000 square feet
R!!tali/Medium D
ensity. per 1.000 square fe,el
Warehouse/Low Density. per 1,000 <qvare leet
Residential • Existing City Limits
910-0000-344.11-00
910-0000-344.ll·OO
910-0000-3A4. ll-OO
7/1/2015
7/1/2.015
7/1/2015
Single :=am,ly Units (per unit)
Multiple Farnilv Units (per unit)
Guest Rooms (per rooml
Residential - Greater Downtown Area
910-0000-344.ll--00
910-C-000-344.11•00
7/1/2015
7/1/2015
910-0000-344.ll·OO 7/1/2015
Single Family un,cs (per unit)
Multiple family Units (per u1•lt)
Guest Rooms (per room)
Residential - Outside City Limits
910-0000-344.ll-OO
910-0000-344.11-00
910-00C0-344.11--00
7/1/20!.5
7/1/2015
7/1/2015
Single Family Unit:. (per unit)
Multiple Family Unit.s (per unit)
Gu�st Rooms (per room!
Division �e.ral o.,m,,.-.ents (A(?OG\iieabfe to all i'eesl AU �ee A.r-e:,s -Additional 3.5% Administrative Ft?,e
Account II
9 7S-0000-344.15·00
na--0000-344 1s-c-0
Public Facility Fees
Street Trees
(209) 937-8S61
FY 2015-16 Adopted Fee Schedule
Effective Dat
e> Description
7/1/2015 Tree without root barrier. pertree
7/l./20l5 Tree wells with root barrier, per tree
Division General Comment$ fAppticab!e to all l!'eesl
All Fee Areas - Addit!O<lal .l.5% Administnt111e Fee
OAK#4850-772l-73l4 vl5 Exhibit B-7
Amount
$2.412.00
$3.177.00
$931.50
$6.613.00
$4,828.00
$5.157.50
EXEMPT
EXEMPT
SS.157.50
SU,216.00
$9.656.00
$10.115.00
Amount
$140.00
$195.00
EXHIBIT 1- Open Window Project DA
Account#
Non-ResidentiaU
687-0000-223.90-ll
.SS7--0000-223.90-ll
587-0000-·223.30-ll
Residential
'587-0000-·2:U.90-ll
637-0000-223.90-ll
587-COC0-223..90-11
,537-0000-223 .90-1 l
6137-0000-223.90-ll
Public Facility Fees
Surface Water
(209) 937-8436
FY 2015-16 Adopted Fee Schedule
E/f'?ctive Date Descr•ption
4/1./20
16 4/1/1016
4/l/Z016
4/1/2016
4/1/1016
4/1/2016
4/!/2016
4/1/1016
Office/High density fper sq. It. floor areas/ 0.50)
Retaul/medium density (per -;q. ft. floor areas/ 0.30)
Warenouse/low density (per ;q. ft. iloor aore·as / 0.50) Single r�mify Unit (per umt)
Moltip(e Family Units - fir,t Unit
Multiple Family Units • Each subsequent unit
Guest Rooms
Guest Rooms - ;;ach subseq'-""'t guest room
Amount
$0.431
$0.259
$0.209
S4.l96.00
$4.196.00
51,260.00
$985.00
.0248
Surface Wst<-t· Public facility Fees are 31d]usted every Apnl 1st per ResolutlOn ;,95--!llO.l & &'O.l-Ol3l to rover transfer to Stockton East Water District. ?lea<e> rontac.t the Munici11al Utilities Departrno'nt for updated fee information :sn (209) 937-8753.

OAK #4850-772!-7314 vl5 Exhibit B-8
EXHIBIT 1- Open Window Project DA
Account#
OAK/14850-7721-7314 vl5
Public Facility Fees
Traffic Signals
(209) 937-8349
FY 2015-16 Adopted Fee Schedule
Effective Date Oes:crfp
tion
7/1/2015
7/1/2015
7/1/2015
7/1/2015
7/1/2015
7/1/2015
7/1/2015
7/1/2015
7/J./2015
7/1/2015
7/1/2015
7/1/2015
7/1/2015
7/l/2015
7/t/2015
7/1/2015
7/t/2015
7/1/.1015
7/1/2015
7/l/.1015
7/1/2015
7/l/2015
7/1/2015
7/t/2015
7/1/2015
7/1/2015
7/l/2015
7/l/').015
S.ngl.,. Family Detached /PURD Sfl} per D.U. Uiiits • 10 Trip Ends per Unit per D.U. Units -10 Trip Ends oer unit
Condominium (PURD SFAJ per D.U. Units• 8.6 Trip Ends per unit Mobile Home per D.U. Units - 5.4 Trip Ends per unit
Apartment !)er D.U. Vnits-6.1 Trip Ends per unit
Retir-'.!ment V,Jfage per D.U. Un,t.s - 3 . .3 Trip Ends per unit Hotel oer Room Units - 11 Trip Ends per unit
Motel 1>er Room Unit� - 9.6 Trip Ends ;,er unit
Oayc.are,l?re.sd,oo1 per Student Units• 5 Trip Ends per unit D.3ycare/Pres.chaol ;,er I.COO sq. feet. Units - 79 Trip Ends per un,t Elementarv--ln?emtediat•• School per Student Units - 0.5 Trip Ends per unit High Schorn ;,,er Stud,,nt Units - l.l Trip Ends per unit Jun10r College-Community College per St.udent Units - 1.6 Tnp Ends per unit UnM!!rsity .oerStudent UniTs - .1.4 Trip Ends ;,.,r unit ChLUd• & .llccesrorvUse per 1.000 sq feet /Jmt,;- 7.7Trip Ends per 1.m1t lndustria,I-W,oreitDU.<e-Manufactur-�r p.,r 1.000 sq. feet Units - 7.6 Trip End, p.erunit
lndustna,1-Warehouse-Manufac:tt,r;,r per Acre Units-· 80.8 Trip Ends per unit Industrial SeNice ;,er 1,UOO sq. foet Units - 20.25 Trip Ends per unit Truck Term1nai�-Dis.tribution Center per 1.000 sq. ieet Units -9.86 Trip Ends per unit
Mm;./5',ff Storage per 1.000 sq. feet Units - 2.8 Trip Ends per unit lumber Yard �r ?,000 sq. feet Umts -34.5 Trip fods per un,t lumber 'faard w/o;,,,n storage/sales per Acre Units - 148 Trip Ends per unit Hom,,, Imp. C,,n;:,,r per l .000 sq feet Un,ts - 64.5 Trip Ends per unit Shoppin!J C,,r,n,r by si.te (sq. it.)- t-.,ss than 50Jl00 per 1.000 ;q. feet Un,ts · llli Trip Ends per unit
.Sh()j)pmg Center by soze (sq. ft.)- 5.0,000-99.999 per 1,000 sq. ieet Units - 79.l Trip Ends ;,,;,r unit
ShOf)pmg Center by size (sq. ft.)-100.000-199,999 per 1,000 sq. feet Units -

60.4 Trip Ends p,tr unit
Shopping ,.enter ov •ire (sq. ft.)-W0,000-299,999 per l,000 sq fee,t Units • 4':l .'3 Trip Ends po!t unit
Shopping Center by ••re (sq !t.) · 300,000-399,999 per l.000 sq. teer Units·

44.4 Trtp fnds per unit
ihoapin(t Center b-, ,,ie (sq. ft. I· 400.000-499,999 per l,000 ,q feet Units -

41.o>Tri;,Ends p<>runit
Exhibit B-9
Amount
Sll0.00
S59.00
$36.00
$122.00
$106.00
$55.00
$366.00
SS.50
SB.25
$17.75
S:?6..50
$84.50
SS.3:.25
$885.00
Sl'.H.00
Sl08.00
$30.75
$379.00
Sl.622.00
S.709.00
s1.:n1.oo
SS66.00
$662.00.
$547.00
$456.00
EXHIBIT 1- Open Window Project DA
Account fl
OAK #4850-7721-7314 vl5
Public Facility Fees
Traffic Signals
(209) 937-8349
FY 2015-16 Adopted Fee Schedule
Effectrve Oate De5aipt,on
7/1/2015
7/1/201
5 7/1/2015
7/t/2015
7/1/2015
7/1/2015
7/1/2015
7/l/2015
7/1/2015
7/1/2015
7/l/2015
7/1/2015
7/l/2015
7/1/.1015
7/1/2015
7/1/2015
7/liJ.015
7/1/2015
7/1/2015
7/1/.1015
7/1/2015
7/t/1015
7/1/.2015
7/1/1015
7/1/.1015
7/l/2015
7/1/2015
7/l/'J.015
7/1/1015
7/l/'l015
stiopping Center by size jsq. ft.)- 500,000-999,399 per 1,000 sq. feet Units -

35.5 Trip Ends per unit
Sh&ppir.g Center by siie l><t- ft.)- 1.000.000-1.250.000 per l.000 SQ. feet Units - 31..5 Trip Ends per un\t
Boat launching Ramp :pe,· Space Units� 3 Trip Ends per unit free Startding �el.a.,I ;,er 1.000 ,q. feet Units - 73. 7 Trip Ends per uni! Ambularn:o, Oispati:h �r l.000 sq. feet Units - 73.7 Trip Ends per unit Sen,ice Sta·t1on-more 1han 2 pumps or 4 nou!es per Site Units• 748 Trip Ends. per unit
Trudi: Stop per Sit"' Units -825 Trip Ends per unit
Us<d Car(�lo ser•,icel per Acre Units-55 Trip End:; per unit "'""" Car/New Boat Dealer per l.000 sq. feet Units -44.3 Trip Ends per unit Aut.o Center Dealership µer 1,000 sq. feet Units - 31.25 Trip Ends per un,t G.eneral Aun:. �epair/Bady Shop per 1,000 sq. feet Units - 27.l Tnp End, per unit
Seif Serui<:e Ca,r Wash ;,er Stall Units-· 52 Trip Ends per unit Automat<L Car Wash per Site Units-900 Trip Ends per unit Auto St.11p[y !l"r l,000 sq. f�r Units -89 Trip Ends per un,t Dn,g Store/l'harma�v per l,llOO sq. feet Units -43. 9 Trip fods p>!r unit Discou.nt Store,.., 1,000 sq. f,,,et Units - 7Ll6 Trip Ends per unit .i<,p�ITr<anet ;,,,,r l.000 sq. fe,,t Unit:.- US.5 Trip Ends per uott O:,n.,,,,n�nce '.lllori:,.t ;,er l,0'00 sq. feet Unit.s -574.48 Trip Ends per unit 0,<1...,niance Mar1<?.ts disp�r,smg fuel-ma(imum of 2 pumps/4 no,zles per

1.000sq. feet untts-887.06 Trip Ends per unit
Clothing Stor,e 11er 1,000 sq. feet Units - 31.3 Trip Ends per unit ?,,int/llardw,,re Ster,, per 1,000 sq. fe"t Units• .5l.3 Trip Ends �r ur,;r Vi>r,ety Store pe,r l.000 sq. fo_,_,t Units - l.4 .4 Trip Ends p<?r unit Videa 11.,n13I Store ;i,,r 1,000 ;q_ feet Units -57.3 Trip Ends per unit Fumiture/Apptia,r,ce Store p<?.r 1,000 ,q. feet Units -4.35 Trip Ends per unit Dep,irtm.ent Store per lJJOO sq. feet !Jnits - 35.8 Tnp Ends per unit H:oir :ial.:,n/Dog G1·00,ning, p,er t,000 sq. feet Units - 25.5 Trip Ends per un,t :3ai1/iawrn p,;r 1.000 s:Q feet Units - 40 Trip Ends per unit uoundrnm11t/Drv 0,:,aners per l.CQO SQ. feet units• 50 Trip Ends per unit !l.,,i<i,ry/C,�it Store/'fogurr Shop per 1,000 s.q. fe,,t Units· 43.9 Tnp Ends per unit
Dtr;et...."1oorflnt>!ric.r Deco�tor per 1.000 ,q. feat U�.its · 5.,S Trip Ends per ,,n,t Exhibit B-10
Amount
S.389.oo
$345.00
$33.50
$808.00
SS,193.00
59,036.00
S�03.00
$485.00
$342.00
$29&.00
S57t.OO
S9.S59.00
$975..00
$432.00
S7SO.OO
Sl,373.00
Sli,.H3.00
S9.718.00
S343.00
$56.2.00
$157.00
Sii2S.OO
S47.SO
Sl91.00
Sli''J.00
$438.00
SS4S.OO
S48.2.00
Sot oo
EXHIBIT 1- Open Window Project DA
Account ii
Public Facility Fees
Traffic Signals
(209) 937-8349
FY 2015-16 Adopted Fee Schedule
£Ifect
1r1e Date Description
7/1/2015
7/l/2015
7/1/2015
7/1/.1015
7/UJ.Ol5
7/!/2015
7/1/2015
7/1/.1015.
7/I/1015
7/1/2015
7/l/2015
7/l/'J.015
7/'1/20I5
7/l/."1.0!5
7/1/J.015
7/1/2015
7/1/2015
7/l/2.015
7/l/WlS
7/V.,.01.5
7/l/lOIS
7/l/20l5
7/l/.1015
7/1/2015
7/X/.1015
Bank per 1,000 sq. feet Units - 189.95 Trip Ends per unit Banks with Drive-up F3cillt1es per 1.000 sq. feet Units - 290 Trip Ends per unit Free Standing Automatic Teller per Unit Units- 160 Trip Cnds per unit Savings & Loan/Mortgage Co. per l.000 sq. feet Un,ts - 60.4 Trip Ends per un,t Restaurant-Quality per 1,000 sq. feet Units - 95.52 Trip Ends per unit Restaurant-Oinner House per 1.000 sq. feet Units - 56.l Trip Ends per unit Restaurant-High Turnover/Sit Down �r 1,000 ;4. feer Units - 16-4-.4 Tnp Ends per unit
Restaurant-,ast Food per 1.000 sq. feet Units- 7TT.29 Trip Ends per unit Restaurant..;ast F'ood wlth Drive�thru per t.000 sq. feet Units - 680 Trip Ends per untt
t;brary per l.000 sq. feet Unit, - 45.5 Trip Ends per unit Ho.sptta.l oer bed Units - 12.2 Trip Ends per unit
Hospital per 1.000 sq. feet Units - 16.9 Trip E"nds per unit Nursing Home per bed Units - 2. 7 Trip Ends per unit
dinic/Weight loss/Ae.robics/i<arate/Dance oer 1.000 sq. feet Units- 23.3 Tnp Ends perumt
Medical Ottke per 1,000 S{!. feet Units -54.6 Trtp Ends per unit Gi,neral/Medicaf office per l.000 sq. feer Units - !6.9 Trip Ends per unit General Office !in square feet) - L.•ss than 100,000 per 1,0CO sq. feet fJnm:-

17.70 Trip :"nd� per utut
General Offi"" {i n square fe"t) - Over 100.000 per UlOO sq. fee.t Units•· l4-.30 Trip fnds ;,er unit
Oitlce Parf, per 1,000 sq. feet Units - 11.4 Trtp End1. p:er unf.r.

Government Offices p�r 1.000 sq. feet Units - 68..9 Trlp Ends p-er unit Pub.lie CJubhou,"/IVleeting Rooms, Halls per 1.000 sq. feet Units - H Trtp !nd� i:ie.r unit
R<?creauon C<>nter {Private Dev.) pee 1,000 '<!· feet Un.ts - 30 Trip ends p,,r un,t family Recreation C<>nter-Billiards. etc. per l,000 sq. feet Units - &0.4 Trip tnd<. pe,r u:nlt
Batting C..ges per Cage Units - 6 Trip End< p�r unit
Tennis/Racquetball Club per Court Units - .30 Trip Ends per unit DMslon Gen-I C11mments fAppjf.talhle, u, all fees!
All Fee Areas - Additional 3.5', Admin,st1111ioe Fee
OAK#4850-7721-7314 vl5 Exhibit B-11
Amount
$2,081.00
$3,178.00
$1,753.00
$662.00
$1,046.00
$617.00
$1,301.00
S8.514.00
$7.450.00
5497.00
$135.00
S185.00
S3o.oo
S262.00
$597.00
$405.00
$195.00
$156.00
S125.00
S755.00
$208.00
$3.18.00
$662.00
S32S.OO
EXHIBIT 1- Open Window Project DA
OAK#4850-7721-7314 vlS

EXHIBITC

INTENTIONALLY OMITTED
Exhibit C
EXHIBIT 1- Open Window Project DA
Account#

EXHIBIT D

CONNECTION FEES - CITY FEE SCHEDULE
Municipal Utilities Department
Water
(209) 937-8706
FY 2015-16 Adopted Fee Schedule
Eff
ective Date De,cripr1011
Residential Connections
424--0000-344 . .20-00
424-0000-344.20-00
424-0000-344.20-00
7/1/7.015
7/1/1.015
7/I/'2015
Non-Residential Connections
424-0000-344.20-00 7/1/2015
424-C000-344 . .20-00 7/1/2015
424-0000-344.20-00 7/1/2015
424-0000-344.10-00 7/1/201':,
424--0000-344.20-00 7/1/2015
424-000Q-344.20.-00 7/!/2015
424--0000-.?44.20-00 7/1/.1015.
424-0000-344 .. 20-00 7/I/."!Ol':i
424--0000-344.ZO-OO 7/1/2015
Singf� FamHy
Multi-Family - First merer
Each Additional Umt(sJ - Multi-family
5/8 & 3/4 inch ma,ter
l inch meter
l 1/2 mch me!Jer
2 ioch meter
3 ,nch merer
4inchme�r
5 inch me.•ter
IO ind, meter (l)
l.2 ,nch meter (.i)
Delt.a Water Supply Project Surface Water Supply Fee
425-0000-34.tUO-CO 7/t/2015 '3/4 inch meter
415-0000-344 . .W-OO 7/1/2015 l inch meter
-US-0000-344.:ZO-OO 7/'l/2015 l 1/2 inch m<!ter
-!ll5-0000-l44.20-00 7/l/2015 2 Inch met�r
425-0000-.144 .. 20-00 7/1/2015 l inch meter

4.?5-0000--144.,lO-OO 7/1/2015 4 inch mc,ter
425-0000--344.20-00 7/1/2015 6 inch mete,r
4l5-0000-l4./!,20-00 7/1/:WlS 8 inch met.er
425-00ll0-l44 .. 10-00 7/1/2015 10 inch meter (5)
4).:5-0000-.344_.W-OO 7/1/2015 D. inch m-,ter(Sl
OAK IILIR<;0.77?1.7114 vi,
Amount
$2,170.01
$2,170.01
Sl,750.84
$2,170.01
S,4,087.84
$9,241.74
$13,065.02
S27,747.57
S45,20H,4
Sl00,448..93
See Formuta
See formula
$4,946.00
SS . .1:5�.8l
Sl9,784.00
$26,362.18
SS2,n3.S.2
$82,449.82
S 164,850.18
S2o3,nO.l8
�eFormula
See Formula
EXHIBIT 1- Open Window Project DA

EXHIBITE

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Attention: -----------
Exempt/ram Recording Fee per
Government Code Section 27383
Space Above This Line for Recorder's Use Only

ASSIGNMENT OF RIGHTS AND OBLIGATIONS UNDER

DEVELOPMENT AGREEMENT
ThisAssignment of Rights and Obligations UndefDevelopmehfAgreement {this "Assignment") is entered into this __ day of _______ , 20_ ("Effective Date"), by and between _________________ __, a _______ _
("Assignor") and _____ __,----------,-,---,--------' a _______ _ ("Assignee"). Assignor and Assignee are collectively referred to herein as the "Parties." !1!if;.lI4L.S.

A. Assignor and the City of Stockton, a California municipal corporation ("City") have entered into that certain Development Agreement dated as of ______ __, 2016 ("DA") which was recorded in the Official Records of San Joaquin County on _____ _ 2016 as Instrument No. ------
B. Assignor [has requested approval from the City of the assignment to Assignee described herein pursuant to Section I I. IA of the DA] [has the right to make the assignment to Assignee under Section I 1.1B of the DA.]
C. [City has consented to the assignment described herein pursuant to Section 11. lA of the DA.] [Assignor has provided the City with documentation establishing that the assignment is appropriate pursuant to 11.1 of the DA because _______ .]

AGREEMENTS
NOW, THEREFORE, in exchange for the mutual covenants set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

OAK#4850-7721-7314 vis Exhibit E-1
EXHIBIT 1- Open Window Project DA
I. Assignment and Assumption of Interest. Assignor hereby transfers, assigns and conveys to Assignee, all of Assignor's right, title and interest in and to, and all obligations, duties, responsibilities, conditions and restrictions under, the DA (the "Rights and Obligations"). Assignee, for itself and its successors and assigns, hereby accepts the foregoing
assignment, assumes all such Rights and Obligations, and expressly agrees for the benefit of City, to pay, perform and discharge all obligations of Assignor under the DA and to comply with all covenants and conditions of Assignor arising from or under the DA.

2. Governing Law; Venue. This Assignment shall be interpreted and enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Assignment shall be filed and litigated exclusively in the Superior Court of San Joaquin County, California or in the Federal District Court for the Eastern District of California.

3. Entire Agreement/Amendment. This Assignment constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior written and oral agreements with respect to the matters covered by this Assignment. This Assignment may not be amended except by an instrument in writing signed by each of the Parties and consented to in writing by City.

4. Further Assurances. Each Party shall execute and deliver such other certificates, agreements and documents and take such other actions as may be reasonably required to consummate or implement the transactions contemplated by this Assignment and the DA.

5. Benefit and Liability. Subject to the restrictions on transfer set forth in the DA, this Assignment and all of the terms, covenants, and conditions hereof shall extend to the benefit of and be binding upon the respective
successors and permitted assigns of the Parties.

6. Rights of City. All rights of City under the DA and all obligations to City under the DA which were enforceable by City against Assignor prior to the Effective Date of this Assignment shall be fully enforceable by City against Assignee from and after the Effective Date of this Assignment.

7. Rights of Assignee. All rights of Assignor and obligations to Assignor under the DA which were enforceable by Assignor against City prior to the Effective Date of this Assignment shall be fully enforceable by Assignee against City from and after the Effective Date
of this Assignment.

8. Release. As of the Effective Date, Assignor hereby relinquishes all rights under the DA, and all obligations of Assignor under the DA shall be terminated as to, and shall have no more force or effect with respect to, Assignor.

9. Attorneys' Fees. In the event of any litigation pertaining to this Assignment, the losing
party shall pay the prevailing party's litigation costs and expenses, including without limitation reasonable attorneys' fees.

10. City Consent; City is a Third-Party Beneficiary. City's countersignature below is for the limited purposes of indicating consent to the assignment and assumption set forth in this OAK#4850-7721-73l4 vl5 Exhibit E-2
EXHIBIT 1- Open Window Project DA
Assignment (if necessary under the DA), and for clarifying that there is privity of contract between City and Assignee with respect to the DA. The City is an intended third-party beneficiary of this Assignment, and has the right, but not the obligation, to enforce the provisions hereof.

11. Recordation. Assignor shall cause this Assignment to be recorded in the Official Records of San Joaquin County, and shall promptly provide conformed copies of the recorded Assignment to City and Assignee.

12. Address for Notices. Assignee's address for notices, demands and communications under Section 13.5 of the DA is as follows:

Attention: ----------

13. Captions: Interpretation. The section headings used herein are solely for convenience and shall not be used to interpret this Assignment. The Parties acknowledge that . this Assignment is th� product of negotiatiQ11 and conwromise on the p11rt of both Parti�, and the Parties agree, that since both have participated in the negotiation and drafting of this Assignment, this Assignment shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

14. Severability. If any term, provision, condition or covenant of this Assignment or its application to any party or circumstances shall be held by a court of competent jurisdiction, to any extent, invalid or unenforceable, the remainder of this Assignment, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law unless the rights and obligations of the Parties have been materially altered or abridged thereby.

15. Counterparts. This Assignment may be executed in counterparts, each of which shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF Assignor and Assignee have executed this Assignment as of the date first set forth above.

ASSIGNOR:
_____________ __,a
By: FORM - DO NOT SIGN
Name: ---------------
Its:

OAK#4850-7721-7314 vl5 Exhibit E-3
EXHIBIT 1- Open Window Project DA
ASSIGNEE:
--------------' a
By: FORM - DO NOT SIGN
Name: --------------Its:
[NOTE: The presence of the signature blocks below in this form shall not be deemed to require the consent of the City to any assignment that does not otherwise require the consent of City under the DA.]
City of Stockton, a California municipal corporation,
hereby consents to the assignment and assumption
described in the foregoing Assignment and Assumption
Agreement.

CITY:

CITY OF STOCKTON, a
California municipal corporation
By: FORM - DO NOT SIGN
______ _, City Manager
ATTEST:
______ _, City Clerk
APPROVED AS TO FORM:
-------� City Attorney
OAK #4850-7721-7314 vl5 Exhibit E-4
EXHIBIT 1- Open Window Project DA

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

State of California
County of ____ _
)
) ss
)
On _________ _,before me, __________________ _
(Name ofNotary)
notary public, personally appeared ____________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Notary Signature)
* * * * * * * * * * * * * * * * *
OAK #4850-7721-7314 v15 Acknowledgement
EXHIBIT 1- Open Window Project DA
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.

State of California
County of ____ _
)
) ss
)
On ________ �before me, __________________ _,
(Name of Notary)
notary public, personally appeared ____________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies ), and that by his/her/their signature( s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Notary Signature)
OAK #4850-7721-7314 vl5 Acknowledgement
EXHIBIT 1- Open Window Project DA

EXHIBIT F

DOWNTOWN INFRASTRUCTURE INFILL INCENTIVE PROGRAM
City of Stockton

ECONOMIC DEVELOPMENT

DOWNTOWN INFRASTRUCTURE INFILL INCENTIVE PROGRAM
Goals and Objectives
The purpose of the Downtown Infrastructure Infill Incentive Program is to serve as an additional tool in the City's economic development efforts to revitalize Downtown Stockton, generate new revenue, attract new business, and create additional jobs. The program provides financial incentives to eligible parties that are looking to develop new market--rate residential or mixed use projects in Downtown Stockton. The project must align with City Council goals, adopted Economic Development Strategic Plan {February 2015) and/or Urban land Institute report (February 2012) and must help to meet infill development objectives for Downtown Stockton.

Program Guidelines
The Downtown Infrastructure Infill Incentive Program will be used to attract and support market-rate residential, commercial. and mixed use projects in Downtown Stockton. In order to qualify, a project must meet the following guidelines:

1. Program boundaries
Center Street to the west. Park Street to the north, ACE Rail/UPPR to the east, and Washington Street to the south {see Ex hibit A - Program Boundary Map).

2. Eligible Improvements
The Downtown Infrastructure Infill Incentive Program would fund public off-site infrastructure associated with eligible Downtown infill projects. Qualifyi ng improvements include, but not are limited to:
• Sewer
• Water
• Storm Drain
• Street Improvem ents, including crosswalks, bike lanes, striping, and medians • Pllblic Sig nage
• Traffic Signals
• Strnet Lights
• Curb, Gutter, Sidewalk
111 landscaping
• Other
public improvements such as benches, trash receptacles, parklets, plariters, and bike racks

3. Eligible Projects
In order to qualify for public infrastructure funding, a project must be l ocated within the program boundaries identified above and consist of a minimum of 35 new market-rate residential units and/or a minimum of 30,000 s.f. of m�w. or newly renovated, retail or commercial space. In addition, the applicant must make a capital investment of a minimum OAK#4850-7721-7314 vl5 Exhibit F-1
EXHIBIT 1- Open Window Project DA
of $500,000 and the public improvements eligible for reimbursement must equal a minimum of $100,000 in order to qualify.

4. Application Process and Funding
A request for funding must be submitted to the Economic Development Department for review. Upon project approval by the City Manager, an Infill Infrastructure Reimbursement Agreement will be drafted between the City and applicant for Council consideration. The Reimbursement Agreement will detail the public improvements being constructed, cost. source of funds, and terms of the reimbursement.

The City will reimburse the applicant within 6 months of completion of public improvements that are eligible and included within the executed Reimbursement Agreement of up to $900,000 annually. If improvements exceed the $900,000 annual cap, reimbursements will occur in subsequent years. The City Council, at its sole discretion, may amend or cancel the program at any time.

The Downtown Infrastructure Infill Incentive Program will maintain an annual cap of $900,000 and potentially be funded through various sources including, but not limited to, Successor Agency tax increment ("waterfall"), sales tax sharing agreements, Community Development Block Grant (COBG) funds, Enhanced Infrastructure finance Districts, Municipal Utilities capital improvement funds, gas tax revenues, and potential grant proceeds. The City will fund a total of $9 million during the life of the program, which will be in effect for a period of 10 years from the date of approval, unless extended by the City Council.

5. Council Review
All Infrastructure Reimbursement Agreements will be presented to the City Council for review and consideration based on the guidelines set forth above.

OAK#4850-7721-7314 vl5 Exhibit F-2
EXHIBIT 1- Open Window Project DA
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Downtown Infrastructure Infill IncentiveProgram Boundary Map _,_.; 1,
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EXHIBIT 1- Open Window Project DA

EXHJBITG

ASSESSMENTS
Community Facilities District No. 2001-1 (Downtown Parking); and Downtown Stockton Management District (Downtown Stockton Alliance) OAK#4850-7721-7314 vl5 Exhibit G
EXHIBIT 1- Open Window Project DA

EXHIBIT H

DOWNTOWN FINANCIAL INCENTIVE PROGRAM

CITY OF STOCKTON
DOWNTOWN FINANCIAL INCENTIVE PROGRAM (DFIP):

GUIDELINES AND PROCEDURES

1. PURPOSE.

To eliminate blight and/or blighting influences and to encourage economic reuse of structures within Downtown Stockton that have been vacant for a period of Si)( months or longer. The City of Stockton will grant to the owner of eligible structure a sum equal to certain City imposed fees required to be paid in order to secure a building permit for tenant improvements.

2. ADMINISTRATION
The DFI? is administered by the Economic Development Department. The City, with the assistance of the Downtown Stockton Alliance, will verify vacancy dates and determine eligibility. The City's determination is final. Owner shall complete an application and provide all information necessary orr requested to permit City to determine and/or confirm vacancy dates. City staff will verif</ that the proposed used is permitted. conduct an historic review of the property, and ensure that the applicant possesses a City of Stockton business license.

3. ELIGIBIUTV
a. Program Boundary
i. Structures located within the Downtown Stockton Management District (aka !Downtown Stoclkton Alliance) are eligible to apply. A map of the program boundary is attached as Exhibit A.
b. Eligible Struc1t1U1res
i. !Residential or commercial buildings
ii. Structures that have continuously been vacant for six (6) month or longer iii. Structures or portion(s) thereof located within the program boundary capable of being rehabilitated pursuant to applicable building codes.

C. Eligible Uses
i. Any use permitted within the zoning applicable to the building/parcel, including uses requiring a conditional use permit.

4. ELIGIBl.E HES
Certain City imposed fees are eligible for payment as shown in Exhibit B. Fees are paid at the time of building permit issuance. Owner must secure verification of eligibility prior to the issuance of the building permit. Only fees appficable to tenant improvements/rehabilitation are eligible. Fees associated with building expansions or new construction are not eligible for payment under this program.

OAK#4850-7721-7314 vl5 Exhibit H-1
EXHIBIT 1- Open Window Project DA

5. APPLICATION
Applicant must submit a completed Downtown Financial Incentive application, signed by the property owner and Downtown Stockton Alliance, to the City of Stockton's Economic Development Department. City staff will review and determine eligibility. The property owner must agree to the following:
a. Keep the building free of graffiti and blight
b. Complete tenant improvements within 180 days of permit issuance c. Possess a current City of Stockton Business License
The Economic Development Department will notify the Community Development Department once an applicatio
n has been approved.

6. EFFECTIVE DATES
Program was originally adop ted by the Stockton City Council on December 14, 1999 by Resolution No. 99--0583. Continuation o f the program is dependent upon availability of funding.

OAK#4850-7721-7314 vl5 Exhibit H-2
EXHIBIT 1- Open Window Project DA
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EXHIBIT A
Program Boundary
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EXHIBIT 1- Open Window Project DA

PUBLIC FACILTIES FEES
• City Office Space
• Fire Stations
• Libraries
• Police Station
• Street Improvements
• Surface Water
• Air Qu ality
• Conserva tion/Open Space
• Admin istration

SEWER CONNECTION FEES

SEWER ADM

INISTRATION FEE

BUILDING FEES
• Plain Check
• Bui lding Permits

EXHIBIT B
Eligible Fees
• Strong Mo tion Instrument Program (SMIP)
• General Pl an Maintenance and Implementation
• Miscella neous Fees: Permit Tracking. land Update, Microfilm, Green Building, Permit Issuance
F

IRE PROTECTION FEES
• Pla n Check: sprinkler systems fire alarm systems, hood and duct systems, others as deemed app ropriate
• Per mit: place of assembly

PUBLIC WO RKS FEES
• Plan Check
• Permit
• Street lig ht "in lieu of ..
• Flood Control
• P
ublic Wo rks Commercial Construction
OAK 114850-7721-7314 vl5 Exhibit H-4
EXHIBIT 1- Open Window Project DA

EXHIBIT I

PUBLIC FACILITY FEE PROGRAM INCENTIVE GUIDELINES

PUBLJC FACILITIES FEES
Street l'mprovement Fee Zones
OAK #4850-7721-7314 vl5 Exhibit f-1
EXHIBIT 1- Open Window Project DA
Currant Fee Proposed
9/14/10 Fee Difference Unit
Office/Migh De,nsity i.a,1.9s.oo $2,412.001 $787.00 per 1000 sf Retall/Med�un,1 Density $3,400.50 $3,177.00 $2B3,50 par 1000 sf ·warehousa•/Low Denslly U,230 .. 50 $031.50 $305.00 per 11000· sf I Control: Z.one
Current Fee· !Proposed'
9"14/10 Fee D1fferen1ce Unit
'.Offi'tce/Hlgh. De,nsity $2·,.tP12 .. 00 $2A12
.. 00 $0.00 per 1000 sf
R:etail�Medfum Oer.slty $3,, 177,010 $,3.177 .. 00 $0.00 per 1000 sf Warehowse/Low Density $931.5.0 $931 .. 50 $0-,00 per 1000 sf :south Zon.i
Currenti Fee Proposed
9n4110, Fee IDifrerelilce Unit
]Office/High De.tislty $3.,613.lit0 $2,412.00 $1, 101 .. 00 peir 1,0.00 st RetalllMedh..1m Der.sl:ty $3,8�6.00 $3, 177,00 ,109 .. 00 pe111i000 sf Wareho-0iseJLow Density $1:,Jo:0.00 $93,1,.50 $456'.,5,Q per 11000 sf S'.OtJ.th Z<Hllf - Weston Ranch
Current, Fae Proposed!
9t14!10 · fee Dlfferentte Ulil.lft
Oifice/Highi Densit�t $3,600.50 $2,412.001 i1,3aa.5o pe,r 100Q:s;f Retal!/Medlum Density $4,,111.50 $3,177JJ01 $934.50 per 1000 sf Warehouseflow Density $:1,,117.50 $,93t50i $246,,00 per 1000 sf NOTE: Current C'hart. 1 Fees: listed: above were reduced 50°t. by· councrl on 9f.114nc.

Absent furtfi1er Co1i1:riciP. ac1lnn,, these reduc�ionis will! sunset on 1.2/3.t/15:, Central Zone
Single F amny Un its
MUltll)le Fa.mlfiy Units
Gues.t Rooms:

Cum�ntFee
9{,14/10)
EXEMPT

EXBIIIPT
$5, 1157.50,
Proposed
Fee
EXEMPT

EXEMIPT
$5,157.60
Dlff erenca
$0.00
$0.00
$0.00
NOliE: "Greater Downtown Area" lirmits are 10,0% within Centrat zone Umlt
per unit
per unit
periroorn
Cur,rent Chart 2 Giu,est R.0011i11 Fees 11.sted !i1bove were reduced 50% by, Council on 9/·114HO.

G:urrcnti Chart 2 S.inglt1 and MuHli,la Fa.mU�i Fees �,aro exemoted by Cmmdl on fJ/1!4/10 ..

Absent [urther Council aclio�1,, these, reduclions/exernpti'.ons will Sl.msct on ·12l3.1/.15.

OAK#4850-7721-7314 vl5 Exhibit I-2
EXHIBIT 1- Open Window Project DA
Single Family UnUs
Greater Downtovm Ares*
10/1'1/12000 cnywicfe Exc:ept Downtow�,*
Beyond 10114/2008 Cl� Llimlts
Multiple Fami�; Unlts
EXEMPT
$8,613.00
$13,226.00
per unit
per unit
per unH
· Greatar Downtown Area" EXEMPT per· UJ.'lft
10/14/12008 Cftywidla Except Dcwntowm• $4,828.00 per unit 1---_a_e._o_n._d_10_1_14_12_0_0_8._C_lt...__lt_m_lts_, __________ $9 .... 16_, '5_6_ •. o_o _ � per unit Guest Rooms
Greater Downtown Area•
10/14/t2008 Citywide Except Downtowmf
Be1- ond 10/'14/20:0JB CL· Umlts
OtfioolHfgfl, Oensfit; - Citywide:•
RetaitJMedijum DllnsUy - Cilywi'de"
Warehouse/Low li)enslfy. - Citywide,•
$5,157.50
$5, 157.,50
$10,315.00
$2,412.0.0
$3�177.COi
$93t50
per room
per room
: er room
per 1000 sf
pet 1000 sf
: e·r 11000. sf
•subject to sun-set clauses adop1ed by-Council 9i14l10 {see Charts 1 - 4) OAK #4850-7721-7314 vl5 Exhibit I-3
EXHIBIT 1- Open Window Project DA
�r�·;.1,::r· .
1•;} 41,;1
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Single Famlly Units
. .

Multiple Famiry Units
Guest Rooms
C�llltral Zono
Slng;e Family Units
Multlple Family Units:

Gt1est Hooms
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·'1' . f),',1>l/J P.·◄ fit . . : . ' • . . . . .. . . -� li!_Qjb . J1 1.�.!.. JlL. . �U � Current Fee Proposed
9(14/10 F� Difference Unit
$7.690,50 $6,613.00 $1,077.60 per unl1
$6,814-.50 $4,820,00· $706.fiO perunll
$5,909.00 $5, HS7.50 $841.50 per room
Current Fae Propostid
9/14/tO 1 Fef! Dlf'erence Unit
�6,613,.00 $61613.00, $0.00 perunlt
$4,828.00 $4,828.00 $0:.00 perunil
$5,157.50 $5,157.50 $0.00 per room
South Zone (Incl. Weston Ranoh)
Cwmentfee Proposed
9[14/10 Fee Difference UnU
Slngle FamUy UlilMs $81,117.60 $'6.61:too $1,664.60 per Ulilll 1Mt!1Hlpte � amlly Units $5,9513,€10 $4,828.00 $t,140.00 per unit .C,uest Rooms $8,3:78.00 $5,,115,7,501 $1,220.501 per room NOTE: current Chart J Fees listed abo�e were reduced !10% by Council on 9/141'10.

Arosent further Councll action. these reductions wtUI sunset on 12/3.1'/12 North Zono
Currrent Fee· Proposed
1_911411.0: Fee
Slngle F£lmUy Unlls $151�81 .©O $13,226.00
Mulliple Faml1y Units $11,229.00 $9·,.!356,00
,Guest r�oams. $11,998,,00 $;10,316,0C-
Central zonB
Current lF ee Pror,osed
�/14!/tOi Fee
Slmgte Family Unl1s $13,2'26.00 $,13,226.00·
iMultlple FamUy Ui1lts $,9,656.0:0 $9·,656,00
Guest Room5, ;10,3115.00 $10,l15.00
South 7-on;-(ht<ll Woston Ram:h)
ISlflgl.� Family Units
Multiple Family Units
Guest Rooms
Culilient fee Prope>sed
9/14110} F6e
$16,355.00 $13,226,.flO
$11,936.00 $91,656.00
$12,.766,00 $10,315.00
Difference Unit
$2, 15c.OO per unit
$.1,573,00 per unit
$:1 _ri63.0�') par room
------
Dlfforienca
$0,00
to.�o
$.0.00
Difference
$.i:\11'29.00
$2,?.M.OO
$2,441.lilO
Unit
per unit
par u.1,lt
p-er, rcom
Unit
per unit
per unit
perroorn
Current Chart 4 Fee.s ll!ltcd above were NOT r,educed on �tHt1 o. However, practic�I appKcat!on Is nil �t this point and expected, to remain so until Chart 3 reduct!m1s sunset 01) 12/31112.

OAK#4850-7721-7314 vl5 Exhibit 1-4
EXHIBIT 1- Open Window Project DA

PUBLIC FACILITIES FEE PROGRAM

ADMINISTRATIVE GUIDELINES
I. FEE COLLECTION
These. g:l!Jldelines primarily appl'y to the Implementation and admlnistra.tion of Stockton Munldpa!' Code section 16.72260, which Imposes Publ1ic Faclllities Fees on new development. When appHcable, these g,uidelines shall also apply to, the implementatlon and administration of an other code sections, which impose fees. or miti,gation measures on new development, including, but not limited to the following:

Wastewater........... 13.12 .010
Water. ................... 13.04.010
Traffic Sl'gnal. .. .. . .. 16. 72.140
Street Sign ........... 16.72 .. 170
Stlieet Tree ........... 1.6•.72.180
Parl!da.nds ............. 16.72.060
Stilould' alily situations arise whiclh are not covered by the, guidelines set forth1 above, the City Manager shall have the authority to make a decisiorn1 as to !how the ordinance and any corresponding resolution are to be administered. Such decisions are to be in writing.

Any applicant dissatisfied with the declsfon of 1he City Manager may appeal such decisio� to the City Council' by filing written notice thereof with tlhe City Manag,er wl�hin 1 O days of. receipt of the City Manager'.s decision.

A. Fee: Determination
The following paragraphs provide intormati.on as to wt:iich department determines the tee arnoulilts for various types, of development

1. Fee ExempUons and Credits for Prior Use
Upon receipt of an application far a building pe.rmlt, the Community Development Department (CDD) determililes I] It is a permit upon which fees are to be imposed. The fee ls to, be imposed oni permi1ts for the sl.tlng of a mobile horme and/ the· construction of buildings, specificaUy e•xcluding any partiar permits. Tl10 fees shaMI be charged and paid at the. tirme of issuance of a building1 permi1t for development. tt Is also imposed on appl'i'cations for a building permit to add to or alter an existing, bui'lding {wi1h a credit for prior use). lihe amount of credit will: be for the equivalent of the public facility fees that would currently be assessed ag·ainst the exlsHng b•uilding (as if a building, permit for the existing building were pulled simultaneously with the permit for the alterations and/or additions). As an example, if the, priror use of the property would have generated 10 Dwelling, Unit Equi,valents (DUE), and the new building will OAK#4850-772l-7314 vl5 Exhibit 1-5
EXHIBIT 1- Open Window Project DA
generate 15 DUE, then the utHltles and street improvement ·portion of the public facility fee would be based upon the cost of the additional 5 DUE.

The Pllblic Facilities Fees. resolution specifies exemptions (under certain condttions) for (1) residential iilddltions.,. (2) rnm-resldentral additions of less than ten percent additional' floor: area or less than ten percent additional DUE, and (3) replacement construction.

The exemption for replacement or reconstruction or buildings that have been destroyed or demolished applies so long as a new buifding permit Is issued for the reconstruction within five years after the demolitron. Thereafter, the amount of credit given against fees for the prior use declines 20 percent per year. If ts the property owner's responsibili.ty to provide sufiflclent proof to the· City tn estaiblishing1 the date of demolition or destm:dion of the bull:d!ng and the p,rior use that exi.sted. In order to bo eligible,. the property owner must request a crndit for the prior use on or before the payment of fees and !issuance of the building permit. The Public Facilities Fe.es are not imposed when to do so would be inconsistent with Califomfa l'aw or any of the atlher provisions of the Citiy of Stoclkton ordi1narnces or resolll.ltions cited above. The CDD determines if the1 project qualifies, for ailil exemption undler any of these exemption categories.

Any applicant dissatisfied with tlhe decision o,f the: COD may appeal stJch decision to, the City Mana1ger by filing written notice; with the COD within 1 O days of receipt of· the COD's decision:.

2. Responsibility for Fee Calcuhdion - Residential
Upon receipt o
f
ani application for, a buildil:ng permit for residential units (as defined bn th.e resolll11fion),, the. COD detiemnlnes the number; of s-inglle-family units, tnulUple units, and/or guest r.ooms . and1 adds this iir.1forrnati'orn to. the a:pplicaiti-on. The application i1s them ci,rculated to othe:r departments for th:eir input and then back to CDD for cal:CtL!latJoin of' the fees, except that the. San Joiaquirn County Multli-Specle.s Habitat Conserivatioin1 and Open Space; Plan {SJMSCP} fee will be calc.ulaited b,y mid collected by SJiC.OG.,. Inc 3,. ResponsiJbillty for Fee Caleul:ati'on • Non-Re.sidenttal. !Parkland and community recreation fee·s are not imposed on nori-residieITTtial dievelop:ment. The CDD has the responsibil:i1y for making the noliwesidlential fee cal:cl!J,lations, except for SJ!MSCP, wastewate-r, water, and surface wateri supply. The responsiblility for d;eterml:nlng SJMSCP,. surface� water suppliy, water, and wastewater fees am ais noted below.

Employment is used as an indicator or service need a.nd, hence, as a basis for the non­ riesr.dentlall fees with the ex·ceptl:oni o.f stlieet improvement, traffic signals., surface water supply, wasteiwa1er, and wat:er. The guidle,line-s for: determining square footag1e an.d employnnent density are:
a. Square Footage - Upon rn.ceipt of an application for a building permit for non­ re.sidential: development, the COD footage is measured a.s defirned in the Ca!tfrom1:a Buildiiing Code (CB,C)i. F'or improvements whe,r,e tthe square footage Is not appropriately OAK#4850-7721-7314 vl5 Exhibit 1-6
EXHIBIT 1- Open Window Project DA
defined by the CBC definition, e.g. gas stations, a co-generation plant, etc., the COD develops appropriate square footage equivalents. As explained below, employment is used as the basis for the determination of most of the fees. The square footage equivalents are therefore based on projected employment (the ernpl'oyment typical for that type of development).
b. Employment Den§lt� - Except as noted above, employment is used as an indicator of service need and, hence,, as a basis for all non-residential development fees. The CDD determines whether the typical use of the Improvements will be characterized by high, medium, ori low employment dlensity and adds that information to the appllcation. lhe high, medium, and low empl'oym.ent density ranges are. less than 400 square feet, between 400 and 600 square feet, and greater than 600 square feet per empl1oyee mspectlvely. Ottice space. Is caiegorlzed as hig,h employment density, retail space as mecJii'um employment density, arnd ware�ouse and manufacturing space as low employment density. The chara.cteris1ics of the space·, along w�th the anfiicipated first use, are factors in the. determinatl:on of the employment de.nsity.

If the space Is divided among more thani one type of space eaichi wiith dii.fferii1rng emploiyment densities, then the squar:e footage aiflocated to, each type wlll be determ�ned, except that any type of spac.e constituting less than 25, percenit of tlhe total space will be included Im, the majority space type. As ex:amptes., offices in manuftacturing plants will be pairt of the mamufacturlrng space and storage space in retail stores, wrn be retail space. as long a.s they alie lilO more than 25 percent of the- total space.
c. W'ater. Wastewater, and Surface Water Supply Fee.§ - · 1ihe applica1ron us circulated to the Munlclpal UtillUes Deparlment for determination of tthe water, wastewateli. alild surface water supply fees.
d. Other Fees - The CDD determines the remaining fees, except tlhat the SJMSCP fee �s determined by and collected by SJCOG, Inc.
e. Fee Determination• The above noted foes will be. detern,i,ned! within 15 working! days.

4. Proiect.s Not Regurrlng B'uifding Permits
The fee is also lmpused to tlhe exte,nt permitted by· law on any dlevelopment which does not require a building permit from the Clity of Stockton (such as a hosplta�,. which makos application to 1ho State-). Such a development will often be required to apply to tihe City for a permit other than a !building perrnit, for exampte, use peirnriit, encroachment,. water1 or sewer connection permit Upon recel:pt of s,uch an appllcatlon, the issuing, department follows e ,ssenUally the same procedure as described above for buiiiding permits.

OAK #4850-7721-7314 vl5 Exhibit I-7
EXHIBIT 1- Open Window Project DA

5. SJMSCP Fee
a. In orde.r to implement the goals and objectives of the SJMSCP, and to mitigate the cumulative and site-specl,fic impacts of new development on undeveloped lands withlnr the City of Stockton and In San Joaquin County, the establishment of preserve lands, wiH be necessary to compensate for impacts to threatened, endangered, rare, and unfiisted SJMSCP Covered Species and other wifdllfe, and' compensation for some non­ wildliife rela:ted impacts to recreation,
agriculture, scenic values, and other beneficial
Open Space uses. WhHe tnose undertaking new development pursuant t.o the SJMSCP rnaiy opt tto dedlca�e Ja11ilds consistent with the S:JMSCP preserve desl'gns arr to purchase credits from mi:tigatlon banlks, most· of the contrib ,ution to the SJMSCP costs from new development will be. in the form of SJMSCP fees.
b. lhe SJMSCP Fee shall be collected by SJICOG, Inc. The SJMSCP Fee supersedes and incorporates the City of Stockton's pre-exi!sting Habitat/Open Space Conservatio,n Fee {establi1sned by Ordfnaince No. 029-941 and Resolutiorn. No•. 94-0589).

Such fees., albng with ainy interesti eaming·s, s·naH be, l!Jsed solel,y ta pay for those uses(s) described in the SJMSCP whic-h shal!I lnclu:de the followiing:
a. To: pay for a1cqiuisitiorn1 of preserve lands (and associated transaction costs}; b. To, pay for molilitoring and liesforrationi arnd/or enhancement of prreserive lalilds; c. To pay· fo,r: endowrmer.it for long-term management of preserve lands; and d. T(l pay for initiial and on-going admini:stratron of the SJMS.CP .. c. The SJMSGIP Fees shall be, as ca:ttegorlzed, aind in the sum o,f the amournts specified, in Sectio:lils 7 .. 4.11, 7.4.1.11, 7.41.1.3, and 7.4.1.4 of the SJMSCP. with the exc.ep:tion flhat tlhe fee establisried at the adoption of fhiis ordlnance shaU be initially adjiusted ta 2002: dlollairs and re-ad]usted annually tihereafter In: Januar,y of each year, based on SJ'C'OG,. lnc.'s. annual index adjustment as specif:ied in the SJMSCP Financial Analysis- Update, dated November 2, 200-6, or a.s- amended. A summary o,f the S.JMSCP Fees is aftached !hereto as Appendlix D and incOlipomted here-in by referencei. lfhe City's p,re-exfatii 111g IHabitaVOp,en Spaice Conservation Fee (Category F} shall remain fixed (no.t subject to adjustments) for applicable, on-g.ol'ng, developments. The fees dlescribed In Sedions 7.4.1, 7.41.1.1, 7'.4.11.3, and 7.4.1.4 of the SJMSCP shall be ctete;imined based on SJCOG, Inc., staff review of the SJMSCP Vegetation Map{s) and conifirrned by aerial photo ilnformatlon (as 01f the effective dlate of the SJMSCP Fee) a:nd/or a plie-construction, field survey, If nece�sary, to verify veg1e.taiion types on the site. lhe Compensation Zone Map, as de •scribed in Section 8..2.5 of the S.JMSCP ,, shalt be used to determine tf th:e p-r:openy i:s subJect to the SJMSCP Fees and/or to the City of Stockton's pre-axis.Ung Habita, t!Open Space Conservation Fee (Category F)i. d. The SJMSCP Fee shall not be imposed o.n projects tocated in a "No Pay Zone" as
esttab,llshed in the compensatiorn zone maps. Project p,roponents may opt for only partial paiyme,nt o:f the SJMSCP Fee if tli1ey choose to complete, one or more ofr the fol:lowiing:

OAK#4850-7721-7314 vl5 Exhibit I-8
EXHIBIT 1- Open Window Project DA
I. Dedicate, as conservation easement or fee ti1le, habitat lands (in-lieu dedications) as specified In Sections 5.3.2.1 and 5.3.2.2 of the SJMSGP; or
ii. Purchase approved mitigation bank credits as specified in Section

5.3.2.4 of the SJMSCP; or
m. Prop,ose an alternative mitigation plan, consistent with the goats ofr the SJMSCIP and equivalent Oli' greater ln blolo·glca,I! value to option ! or ii above, subject to approval, by SJCOG, Inc.
e. The SJMSCP Fee shall be adjusted and Implemented in J 1 anuary of ea.ch year ais
noted l1ITT Section c. above and/or iin conformance with Section 7.5-.2'.2. of the SJMSCP.

SJCOG, Inc., shalt! noti,fy the City o,f Stockton in 1 writing of proposed! anm.Jal ad�.ustmen.ts to the fe.e,s by October 1 s,t of each year. SJGOG. Inc. shall be responsibl'e for tlhe l:mplemen:tatton ofthe 1iee ad'�1ustment fn January of each year. 6:, AgrEcultura:I: land MiUga,tl.on Progriam (in,-1:te-u fea and ln-kln.dl acquisition) a. Tine purpose o,f the Agriculrulial Land Mitigation Program is to mitigate for the loss of a.griicul!�uml 11and in tlhe City off Stockton through conversion to private urbain uses, tn:cluding1 riesld'ential, commercial. and! industrial1 development. b. The follbwing words or phrases, wheni used in these Guidelllnes, shall ha, ve the followiing meanlng,s ·:
(1) "Agriclllltural land Oli farmland" for the purposes o.f these GuideHne·s rmea,rns important farm�and,. as defl'ned by the CaHfornia Department o,t Conservation's Faliml! and.

M'ornltorirng and Mappk1g Program (FMMP} andl as. slrlown on �he· most recent availlable FMMP map o,fi· San J.o,aqu1in CoU1nty. Important farmlan:d includes prime fam1land, farmland! ofr statewide sig1nificance, and unique farmland .. Tlhis definii tron fs consi,sieli1! with the purpose ofi the Fee:, and wilh the defirnitl'on of "agricultural land" found in the Cai'ifomia Envirronmental Qu,ality Act {Publ lic Resources Gode: section 21060.1 ). (2.) "Agri'cu :l�ural mitigation land" means ag,ricultural land encumbered by an agriculturial conservation easement or sUJch other conservation mechanism acceptable to th.e City.
(3) "Agr!cultural conservation easement"· means an easement over agricultural land f:or t!he purpose o.
f
irestricting its use to agriculture. The ln1erest giranted! pursuant to an agricultural conservation easement is. ani i:nterest in landi wlhichi is l'ess than fee sJmple.

Ag:ricultural conservationi e·asements should be permanent. (4} "IN:exus Study" means the City of S.tocl<ton Agriculturnl Mitigation Fee Nexus Study, prepared June 21,.2.006, as may be amended from time to. tirne.

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EXHIBIT 1- Open Window Project DA
(5) "Qualifying entity" means a nonprofit public benefit 501(c)3 corpora,tion operating in San Joaquin Col!.llnty for the purpose of conserving and protecting land in Its natural, rural or agricultural condition, A quamying, entity shall have su!table accounting and reportingi procedureis to assist !he Ci,ty in prepari'ng the annual report described in Section g, be.low.
c. The Agricultural Land Mitigation Program sha,U apply 1o, all,, proj1ects under the jurisdicUon of �he: City of Stockton that would result in the conversion of agricultural land, as defined In this section,, to a nori-aigiricurtural use, lnd1..1ding residential, commerclall, and industriali develioprnent. The Ag1ricultural Mitlgaitlo.n Program shall apply (whether �hmuglh an irn-lieu fee or in-kin.d dlirect purchase) to the acquisition of agricultural miiti.gatron l·andis (of equal o,r better quaflty to the I 1and that is being, converted) wi�hin the 11Central Zone" of San JoaqUiin CouniEy fas definedi in the San Joaquin County Multi­ Specie•s Hablitat ConseliVatl.on and: Open Space Plan (SJMSCP) arnd excluding the Prvmairy Zo.rne of the Delta]. The- A.grlcultur:-al Mitiga1tion Prog.ram shall not apply to ag:riculturall activities and facilities as defined by the Development Code or projects within th.c SJMSCP' ''No, Pay Zone" (see h.).
d. fo,r projects ofi forty (40) acres or more, the i'n-klnd di!rect pl!Jrchase/acquisitlon of ani agricultural mltig,atkm easement a� a 1 :1 ratio and dedication to a, qualifying, e.ntity shall be requiredi. The Owneli/De.veloper/Success:or shall' pay the associated administrative, rnonitming, and! contin�rency costs rdentified in th;e fee study, siubject to, any infla�ionary adj,ustments.

For projects of less tlil:ani forty (40)i acres, the• Owner/Devek:1per!Successor s,halll have:
the· option to pay an in-lieu agricultural. mitigation fee. The tee slhal1l be determined by the:. fee schedUille in effect on the da.te the faial SUibdfivision rnaIp is filed,, the vesting ten�ative map applIicationi is deemed comptete, a,r, the date a, buifding permit is. issued, as applicahl:e.
e. Dedii·cation of agriculturiat mltigiation l'and, or p,ayment of In-lieu fee,s, shall be, made prior to the recordation of a tinal subdivision map, e,xcept where , a film.al map is lf.)ro.cess.ed to create parcel1s that are. forty. (4!0), acres (lli morre iin siize for p,l!Jrp.oses of resale andl not inte,nd:e.d tor de-velo, pmenit Wlrlere a su1bdiMsl:on map Is. not required!, the dedilcaition shalt occur or the fee shall be collected before tl'\e Issuance of building permits. The filing of a parcel map., which does not result h1 the conversion of ag.riiculturar lands,, doe•s not requite dedi.catio,n, or payment of In-lieu fees. However, H Is the intent of this section that the division of property i,nto parcels of liess than forty (acres) s.ha,111 not be used to avoid dedication of mitigation lands that would o.therwise be required. Therefore, priojects larger than forty (aeries) that are subsequently dliv[ded into parce•ls less than: forty (40) acres are not e-llgibl1e to pay ln-Ueu fees. f. Agri:culturall nnitiga1tio.n shal!I be at a ratio of 1 :1 (1 acre of mitig:aUo,n �and per acre of agric1Ul1ural: f.and co:nverte,d to any, other land use). The size of the dedication or the amount of the in-lieu fe.e, slila.11 be calculated based on the a,cres within the subdivisi,on classified as agricultural lan.d. Wlhere a subdivision map is not required, the fee shall be OAK#4850-772l-73l4 vl5 Exhibit f-10
EXHIBIT 1- Open Window Project DA
calculated based on the acres classified as agricultural land within the parcel for which the bullding permit is issued.
g. Agricultural mitigation fees shall be placed in a separate Agricultural Mitigation f-ee account to avoid commingling of the fe·es with the other funds of the City of Stockton. The fees may be temporarily Invested. Such fees., along with any interest earrnings, shall be used solely to pay for those uses described In the Nexus Study which shall include the following:
(1) To pay for acquisition of agricultural mitigation lands (of equal or belier quality to. the laind that is bef ng converted) within the "Centra� Zone" of San Joaquin County [as defined in the San Joaquin County Multi-Species Habitat Conservation and Open Space.

Plan (SJMSCP) and excluding the Primary Zone of the· Delta]. {2') To pay for transaction casts related to the· acquisition of agrrcultural mitigation lands ..
(3) io pay for ong_oing monitoring and admlnl:strative costs related! to the ongoing stewardship o,f agricul'turnl mitigation lands.
(4), To provide a contingency for unexpe.cted transaction costs or future tegal costs requir,edl to rna:intain the· terms ofi an agricultural conservation easement.

Agricultural! conservafion fees may be expended by the City of Stockton or transterired to the Central Valley Farmland Trost, or other qualifying entity as determined by City Cm.1.nclll, fo,r the purpose of acquirirng agrim.1lturall mitiiga1ion l:andl. For funds transferred to the Central Valley Farmland Trust, or a qualifying, enti.ty, the City shall transfer such funds, quartleily. provided f11.1nd's are available ini the Agriciu:lturai Mitigation Fee Account.

It is permissibte to use agricultural. mitigation fees 1,111 order to obtain ag:ricultural mitigation lands ilil fee sfrnple, provided the purpose is to ptace· an ag1ricultural conservation easement on such tands, and make the 11and!s available by sale for agficuttu.iral use.
h. The· Agricultura,I Mitlg,at!on Progiram shall not apply to projects located fn the "No Pay Zone11
• as establtshed in the San Joaquin County Multi-Species Habitat Cornservati
1 on and Open Space Plan (SJMS.CP} compensation zone maps. i. The specific parcel(s) containing a riesrden�ial project that provides affordable housing and complies 'Nith the followlng (see Develo.p.ment Code clhapter 16.40 for specific development requirements) shalt be exempt from the Agricultural Land Mitigation Program:

Consist of five err more dwelling units;
OAK #4850-7721-7314 v 15 Exhibit 1-11
EXHIBIT 1- Open Window Project DA
Be avail'able so that at least:

1. Twenty percent of the tota ir number of proposed dwelling units are for lower- incorne household, as defined In Health and Safety Code section 50079.5; and/or

2. Ten percent of the total number o,f proposed dwelnng units are for very low- income households,
as defined In He,alth and Safety Code section 50105.

Tr1ls exemption shall appl:y exclus,ively to the ne1 parcel area on which the affordable housit'ig project is located arid shall not apply to any other parcel:s within the same subdivision, planned development. Master Development Plain, Specific Plan, or other commonly owned or planned areas· ..
j. Stacking of habitat easements on top of existing agricu1ltural1 easements. lis aUowabte with concurre·nce from. San Joaq.uin Cound! of Governments and the qua!ifyfng: enitity adlmtnis1ering fhe agricultural e,as.ement. k. Agricultural easements, shall be establiished in perpetuity. f .. Projects that qhJalify t-0 pay,· the in-!i:eu fee shaJ:I be su1bject to a 2.5% administratiion fee. In acfdllifion, agriculfur,al mitigation fees shall no,t be eligibl,e for the '
1 DeferredI Payment" option set forth in Section C,.
m. The: City s.hall report to �he City Coundli on:ce e:ach flscal year concernlrn.g the foes and accounts,. induding any portions of fiees remaining unexpended or urri1com1111itted five (5), or more years after d!e,po-sit. The Ciity Council shall make fr'ndingis once each fiscal year
wiithi respect to an,y portion of the fee remaining Uinexpen.dedl or urncommitted in its account five. (5) or more yems arfteri d!epo,sit of the fee:, to rderiti.fy the· purpa,se -to which the fee is p:ut, and to demonstrate: a reasonabte relationship between the. fee ali'ld the purpose tor which it was chairg·ed.

A re,fund of une.xpeinded arr LI!ncommiUed fee mvenue for which a need cannot be dennrn1strated, along, w·ith accrued interest may be made to the current owner(s) of the development project(s} by the City Olil1 a pro,rated basi:S. The City may refund unexpended: and uncommitted fee revenue th.at has been found by the City Council to be no longer needed, by direct payment or by- off�S,0tting other obligaUons owed to the City by the current owner(s). of the devel.opment projcctts(s).

If the administrative co,sts of refundlrng urnexpe:nded and uncommi.tted revenues co!lect:ed pursuant 1o this: program exceed: the an-taunt to be refunded, City, aft.er a pub.lie hea,ing, for which no.tiice has be-en published pursuant to Government Code Section 6061 andi posted fn U1ree prominent places wi'thin the area of the development proj,ed, may dettermln:e that the revenues shall: be allocated for some otber purpose ror wliich tl"le fee is collected subject to H1is Chap,te-r that se -rves the projed on which the fe.e was originally imp11.1sE�d.

OAK #4850-7721-7314 v 15 Exhibit I-12
EXHIBIT 1- Open Window Project DA

8. Place of Collection
The COD totals the fees as determined by the appropriate departments and Informs th,e appricant of the amounts of the total and its components. The applicant pays the SJMSCP fee directly to SJCOG,
Inc. and then brings a receipt_ or voucher of payment to the City as proof of payment p1rior to the issuance of the building permit The applicant pays a,11 o1her tees. simultaneously wi1th the issuance· of the permit unless the applicant qualifies for and elects. to defer payment of the fee·s as explained below.

C. Deferred Payment- Non-Residential
Raith.er than: paying "develbpment fees" ait the time ai building pern,it is issu.ed, the developer who has qualified
the. proJed as a "qualified project" with the City Manager's Office,, Economrc Devefopment Divl'sion, may elect to defer payment of all or a portion of th.os-e fees with 1he exception of suliface waiter supply fee,. air quality mitigation fee, SJMSCP Fee,, R _egi,onaili liransportafilon Impact Fee, San Joaquin County Facillties Fee, and Agrlculturai� Mi:tigation1 Fees.

1. Definitions
a. A "qualifie.d project' is. defined as a commercr.al, office, or ind11ustrla1liwareh.ouse project on one paricel of land or a group of non.residential contiguous parcels undler, the same 0wnersnip; anG:l
b. An "Enterpri' se Zone proJect" is any· pro1ect whfch is within the defini�ion above and located withirn, tlr1e boulildaries of the Enterp·rilse Z'one as existing or hereafter amended
c. "Developrr,ent fees" in(!;lude the foilowlng1:.

2.,
Public Facilities fee (less Surface Water Supply Fee, Air Qualtty Mitrgatiorn, Fee, SJMSCP Fee, Regionat Transportation Impact Fee, San J,oaquin County Facilities Fee, andl Agrf:cultuirali Mi.tfgation
Fee) (S.M.C. 16.72.260)
Wastewateli Fee (S.M.C. 13.12.010)
Water Fee (Si.M.C. 11 3 .. 04.01'0)
Traffic Signal Fee (S.M.C. 16.72.140)
Deferral' of IFee-s
a. For a "qualified. project,"' if the total amount of "dovo.l'opment fees" due and payable- at the time of Issuance of a buil.ding perrnit or multiple pe-rmits issued concurrently for a project exceeds $100,,000, the property owner may enter into a Defcmed !Payment Agreement with the City to. piay teni percent (10%) of those fees at the ti'me the building permit Is issued with tt1e remaining lflinety percent (90%) to be paid in equal installments over the next ten (110) years (oli' less al the property owner· s option except fth •at wastewater a1nd water fees shall be paid in ful'I wllhln five (5) years).

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EXHIBIT 1- Open Window Project DA
b. For an "Enterprise Zona project," If the total amount of "development fees" due and payable at the time of Issuance of a building permiti or multiple permits issued concurrently for a project, excee.ds $20,000, 1he property owner may enter into a Defierred Payment Agreement with the City for payment of any amount of •development fees" with an initial payment at time of issuance of the building permit of not less than twenty percent (20%) of those foes. and the remaining eighty percent {80%) paid in equal'. annual instalfrme11ts over a period oHive (5} years (or less, at the owner's election) or
pay ten percent (10%) of those foes at the, time the bu,ilding permit is issued with the remainlng1 ninety percent (90%) to be paid In equal! installments over the next ten (1 O) years (or less at the property owner''s option except
that' wastewater andl water fees
shall be paid In full within fiive (S.) years).
c. There is also the possibility to defoli fees ff the to-tal amount of "development fees."' due and payable is $20,0.00 or greater buit less than $100,000 as set fio .rth In Appendix IE a,ttachedl hereto and incorporated! herein.

3. Securit',f
a. !For ai tfq.ual.ifl'ed pmJect,," the property owner shail:1, , as security for repayment, execuie aind l d' eliver a deed of trust on q1uall:fil:ed projed property to be· mcordled in the San. Joaquin Col!.lnty land records, and execute: a. promissory note evidencing the ob�igatil!:lli1 and te,rms of riepayme:nt. Orrn a case b,y case basis, adequate security acceptable to the City a,nd equal to. the , unpa!dl balance may be provided. b. For "Enterprise Zone p.mjects,"' the property owner shall, as security for rep-aymenit, execute and deUver a deed of trust o.n qual!ified project prope.rty 1o be reco:rded in the San JoaqU1in County land reco.rdls, and execute a promissory note evidencing the obll[gaifio.n and terms of repayment.

4. Repayment Terms
a. Interest The U1npaid balance off the fee:s shall be subf,e-ct to internst and collection charges. lihe annual initeriesi rate, willt be equal to the 11th District Cost of Funds plus 1 % (100 basis points} adjusted every July. For "Enterprise Zone projects" with a nive (5.) year or less payback period. interest shal i
l begin to accrue on the firnt
anniversary of the aglieement.
b. Due on Transfer: The unpaid balance together with accrued interest shall be due and payable In fuH upon the sale- or any other transfer of the property. c. Recordtng and Processing fees: All such fees shall be pa.l:d by thte. owner or applicant.

OAK #4850-7721-7314 v15 Exhibit I-14
EXHIBIT 1- Open Window Project DA

5. Processing Deferred Fee Reguests
a. For "qualified projects,
0 and "Enterprise Zone proj:ects," an appli.cation shall be submitted to the Revitalization Department for review, processing, and determination of eligibility.
b.. The· appl!icant shall provide, with the application, a preliminary title report, legal description of the property, and a brief description of the project c. If the project is eligible, the Revitalization Department shaill prepare the agreement and security documents for review and exec.utlon. The executed documents shall be returned to the, Revllall,zation Department for processlngi. Once the deferral agreement is executed by tlhe City and
!
the security documents have been approved
and/or recorded, 1he Revltalizati.on Department wHI issue a notice to tihe COD to prnceedJ wi,th Issuance of the building pe,rmlt(s), stating the amount of foes to be cotlected at Issuance, and deferral of the barance. of the devetopment fees., 6, Redevelopment Agency D'eferral Authodty for N'onresl.dential Gove,rnmenfal Uses/Tenancies
The Redev.el'opment Agency of the City of Stockton is at1thorized to offer additionar fee deferral opportunitie,s in connection 'i\!ith the redevelopment of the City's downtown for redle,velopment projects involving g,ovemment office uses/tenancies that meet all of the following criteria: Consist of office facilities of 25,000 square, feet or greater; requrre a conditional use permit (i.e., for a use not permitted outright); are located along the Stockton Channel Area; and are constructed as a multl;ple (not si'ngle) story bui' r
ding.

Tlhe deferral afforded the Red'evetopment Agerncy pursuant to this provision shalll allo.w for a defierrail1 of up to 10:0% of the d'evelopment fees {as defined in this section) for a maximlllm p eriod of up ta 55 years and shall inducfe an optilon, as de,terminedl by staff on a1 case by case basis, of no requi'red' down payment and: an interest rate as low as 0% on the defe!'l'ed principal.

D. Deferred Payme.nt - towlModerate Income Residential
Rathe.r tllan paying "development fees" at the time a building permi,t is issued, the developer, who has pre-qualified his "qualified resldent!al project" with the Revitalization Department of the City,, t,nay elect to, defer payment of all or a portion of thos.e fees (except for the Regional Transportation Impact Fee, San Joaquin County Facilities Fee, AgTtcultural Mitigation Fee, Ai1r Quality Mitigation Fee, Surface Water Supply fee, and SJMSCP Fee).

1. Defin1tiions
A "qualified residential project/ as certified by the RevttaHzation Department, is defined as e.ithe,r:

OAK #4850-7721-7314 vl5 Exhibit I-I 5
EXHIBIT 1- Open Window Project DA
a. A siingfre-family housing project consisting of one or more homes on one or more lots within an approved subdivision under the same ownership. Single-family home projects must be, sold to owr11er-occupied, first-time home buyers whose comblned family Income is equal to or liess than 1100% of the median Income, fior the Stockton Metropol'itan StatisHcal Area as contained In Hl:JD1s Sedlon 8 Housing Program Income Limits as adj1usted from tlme to time. The home purchaise p,rice shall not exceed the FHA limlt for home mortgages without mutual mortgage Insurance as adjusted from time to time. b. A multi'-family housing! project consisting of any new construction project meeting the definiNon of a ''low rent hol!.lsing1 pmject'r as cnntalned in Article1 XXXl:V of the California Corns.mution requiring locail' voter approval or any other project ut!Hzing local, stat0 1 arridtor federaJ: funds In whol'e or In part in the a.cqui.sition or constiru:ction of said proj:e:ct.
"Development Fees"' shall be, defined as.:

2. Public Fa:dlities Fee (less Surface Waiter SUJpply Fee,, Aili Q-ual:!ty Mitigation Fee, SJMSCP !Fee, IR.egionali Transporta1tia:n lmp,act Fee·,, San Joaquin Couniy Facilities Fee,, ariidAg.ricultrnal Mitigation Fee) (S.M.C.16.72.260) Pa1riklland Fee• (S.M.C. 16. 72.16Qi}
Traffic Signal Fee (S-.M.C. 16.72.140)
Wastewater Fe.e (S.M.C. 13.12.010)
Water-Connection Fee (S.M.G. 13·,04.010)
Deferral and Repayment
Dev.etopment fees for "'qua1lificd resid:entiail' pmjects11 shall b:o deferred duriing the period tlhe project is under cons;truction. tn the case of a sing1l:e-fami'ly project, fees deferred] shall! be collected] without li111terest at the time. permanent take.-out financing is put in place as part of the c losing transaction for the ptrircf1ase of the home by the· quaHfi:ecl buyer. In the case oft nnulti-family proiects.,, foes d:efermd shall be co!lectedi without interest prio.r to fiinal approv�I of the Building Perrmi;t and issuance of a Certfificate• of Occupancy.

3. Sec:uirit�l
All development fees deferred for "'qualified residentia.l pliojects·" shall be secured by reco.rde.d Ii.ens or deeds of trust encumbering e·ach fot of record involved! with the proj;ect. Safd lie,ns or, deeds of trust shalU be recoride.d prior to issuance of Buil'din,g Permits and shaU be secondia,ry onty to. deeds. of trrust associated with acquisition or construction financing. Ful:I! or partial reconveyance. of encu!ITlbrances shall be issued by the City ait the, tiime "development fees" are pal'd. Alli d:ocurneni pre,paration and recording fees shall be paid by developer orr property owner applyhng fori the fee deterrali.

OAK #4850-7721-7314 vl5 Exhibit 1-16
EXHIBIT 1- Open Window Project DA

4. Penalty
All development fees deferred pursuant to this program shall be subject to a penalty if the single•family home projects are not sold to buyers meeting the Income qualifications or if the purchase price exceeds the maximum allowed. l'n the case of multi-famil,y projects, a penalty will be assessed If, foll'owing initial approval, the project is restructured so as not to meet the def
i
nition ofi a low lient housing project or refinanced
so as not to include public funds as contained In the definition of a "qualified residential project." The penalty aissessed shall be In the form of an interest payment equal to t11e 11th District Cost of Funds plus 1% (100 basis points) adjusted every July computed from the d'ate the fee is deferred until totally repaid.

5. Processing Deferred Fee Requests
Developers or owners of •qualified residential proj;ects" shall make application for the­ deferment of foes to the Revltalieatron Department. In the case of single-family housl'ng projects, the content of the application shall be a list of alll fees applicable to the proje.ct as calculated by the COD. In addition, ile applicant shall submit a brief description of the project profi!lng tlhe type of buyer expected to reside within the proj,ect This shall include projecteo annual income of home buyers and projected sale pri,ces.

For •quali.fied multi-family proj,ects/' the. developer or, app11icant shall submit a �roject proforma and flnanc.iall feasibility analysis that includes sources of afl flnarncing associated with the pro�ect; proJected rents, for the project; opell'ating . maintenance;. an(!) debt service costs associated with the pr:olect. lhe aipplicatron shall also include a preliminary ti:tle re.port and legal! descriptiolil. lihe Revitali,zation Department shall review the Information submitted and make a. detemiination as to whether the project meets the criteri1a for ai defe.rrral of fees,. For th.os.e pliojects rneeting the above-rmentroned criteria, the Revitalization Department will prepare a Developmant Fee [)e.feriral Agrreerrnent afong1 with a security document consisting of a lieni or deed of trust to be ex.ecuted b,y the applicant and ,returned to the Clit fa,r proc.essing1. Once the defoliral agreement Is executed by the. City and the security document has been recorded, the Revitalization Departrneriit wm issue a notice to the CD[) to proceed with the dleferra,I of the development fees and the issuance of the Building Permit.

6. CoHection
In the case of siir1gle-famity housingi pr,oj0cts., developrnent fees shall be collected as part of the sales transactl.on bet.ween developer and qualified tlome purchaser.

Development fees shall be paid to the City out of the· proceedis of tbe pem1anent take­ out loan. At the• time the sales transaction tak.es ptace, the developer or escrow company shall submit an appropriate document to the Revitalization Department evidencing that the proposed buyer me.ets the income quattfiicaUons and the purchase price o,f the home is within lhe maxlrmurn amount al'lowed. Evidlence of satisfiying thi1s criteria wm include a copy of th,e purchase agreement and copies of the buyer's last three years Income tax returns. The Revitalization De,panment will review this information and make a final determination as to the buyer's el'lgibimty, The Revitalization Department will detelimine wtiether the devel,opmen1 fee. repayment OAK#4850-7721-7314 vl5 Exhibit I-17
EXHIBIT 1- Open Window Project DA
amount will Include an Interest payment as a pena lty and submit this demand to the escrow agent along with reconveyance documents. The escrow company will collect and remit to the appropriate demand and transmit it to the Revitallz:atlon Department for processing.

In the case of multi-family projects prior to the issuance of a Certificate of Occupancy or the placement of permanent take-out financing for the project, the developer shall submft evidence that longwterm financing agreements have· been executed with public enUtie,s that contain provisions and assurances that the project wiH remain affordable to lower-Income tenants. during the duration of the finance period. Upon review and approval of such documents, the Revitafil,z:ation Department will calculate· fhe appropriate repayment amount and fiol'fow the remainder of the procedures as descdbed above.

E. Refunds
Refunds, less the admlnistrati1ve fee, will be made according to City procedll!res.

II.

A ..

EXPENID"1URES
Capital �mprovemen.t Progrnm
State law requires. that de.velopment fiee,s be impo,sed onl iy when the nature of the
facilities to accommodate the devetopment bas been Identified and the cost. o,f these fadlities estimated. Furthermore, the City must account for the use of the- funds. In arider to fulfill this re.qukement� the City has un.derta!ken a: number of studies anaJyzing public. facility needs andVo,r the need for compensation measurres to offset the �mpacts of f1:Jture development. The intent of Appe•ndi1x A ls toi Usf the vartous types of public fadlities and compensati:ons goveme.d by, these administratl:ve guideHnes and th.e re.sp,ectiive authority tha.t estabHshed the. needs for fadlity type. The re.ferenced au:thority does Include specific public facilities sch,eduled foli partfa! and/or full fund!i,ng by tlhe public facilfties fee as well as guidelines for use, of the S.JMSCP fee cornpo.nent of the public fadNties fees.

Proj,e.cts to be constructed by the City in the r,i1ext fiive years am included in the City's Capital Improvements Program {CfiP). ThJs incliudes projects to accornrno.date n.ew dlovelopment and to cure existing defici�nci,es.

Begi'nning with the 1990�91 fiscal year, the 1iaciilities Hsted in Appendix A {in its updated fa:rm) will be reviewed and those projects planned for cons.truction within five years will be Included: in the• City's GIP budget. Tine City's CIP budget will also include:

1. Projects scheduled for, construcUa11 by, developer$ within the next fiscal year and funded with a combination oif developer and City fonds.

2. Projects which, have been constructed by the deve,loper that have City Council approved reimbursement. agreements and funds have been scheduled ta be paid to the devel1oper in the next fiscal year(s) based OAK#4850-7721-7314 vl5 Exhibit I-18
EXHIBIT 1- Open Window Project DA
B.
upon available City funding. For reimbursement purposes, the City will set aside, for each fee area and facility type, 25 percent of the fees collected (minus credits) in the prl·or year. Any unexpended portion of the 25 percent reimbursement set aside will be carried over for one year only.

3. Projects which have been constructed by the developer that have City Council approved reimbursement agreements. for which no funds have been scheduled to be paid to the developer In the next fiscal year due to lack of funds. It is the intent of thfs provlslon that all projects that have Ci.ty Council approved reimbursement agreements shall be included in the City's CIP budget and in order of priority based upon the effective dat& of the reimbursement agreemelilt.

Budgeting for Proposed Protects.

At the time that an actual appropriation for a, project Is requested, either du.ring1 the annual· budget preparation or as an1 appropriation during the fiscal year, the following information must be provided as part of the requ.est:

1. 2.

3. 4.

5. Ta Insure satisfaction of the nexus r,equlrement, identify the proposed project as being one of the Council proj;ects intended to be provided by· the pub.lie facilities fees or, within the adopted guidelines. for use of SJMSCP fees. See Appendix A.

Document the- percentage of cost, If any, of the proposed project that Is to, correct existing l!f:eficiencies. Reference to an analysis that may be included as part of Appendrx A would satisfy this requirement.

Be specific in identifying the source of funding tor the proposed! project.

For the percentage. that is approved! for expenditure of public facilities fees other than SJM.SCIP feest it i's necessary that the facility type and foe area be identified for each portlon of the approprfation. This is necessary because the revenues are being collected by a particular foe area for each facility type and are being accounted for by specific facility type and-fee ar-ea. For the percentage that Is determined to correct existing d.efidencies, Identify specifically tine other source of funds.

Check with the, Administrative Services Department to determine if sufficient funds are available in the, correct accounts for the necessary appropriations. lhe amount avaltable will include, the fund balance, less any amounts already appropriated or otherwise encumbered, plus estimated revenues. The CDD. and Public Works Departments will provide the Administrative Services Department with projections of estimated revenues fromi pubHc facilities fees by facility type and tee ama.

Initiate a loan bet\\•oon roe areas if suffioiont funds aro not available in tho oorreot aooounts.

OAK#4850-772l-73l4 vl5 Exhibit 1-19
EXHIBIT 1- Open Window Project DA
C. Existing Deficiencies.

The adoption of the Publlc Facilities Fee program require the City to correct existing deficiencies. It is the intention of the Ci.ty to appropriate funds each year such that at the end of each
year, the cumulative appropriations will meet a defi,:ied proportion of the total cost of correcting deficiencies. This proportion shaH be calculated as the ratio of the number of years after 1987-88 (th,e number of years the fee program has been In effect) to the· 20 years through the 2007-08 fiscal, year. lr,, other words,. H is the City's Intention that funds to correct the d
l
eflctencl,es will be p rovided by the 2007-08 ftscail year at an approximate rate of one-twentieth each year. Existing deficiencies will be funded by general funds andtor bond !issues (net of issuance costs), t:i1O ..... -""lfl�off-tne-e-x-peRditure-G1:1idennes
:fhe p·rlnc�ple-that-the-rees-oott.ooteo-fr-em--a--oov�meR�1i,ust-·O&-l:lseEJ'"for-ther-fae+litles to--asoommodatc that d1o�nt !s being fur-tRer fulfilled by a guidetme that the
majority of tho fund!s ooHootod in oaoh of· throe googr:aphisal zanes of th�-b�a for fas i I ities to--sefv.e-fl:Jffi-area.-+hi s-resM0tiGA:--ooe6-flot-aPJ:}ty-tG--tHe---polfGe--statioA; sur-faGe-wate-r-s�i}ly, and City-offiGS-sµa6e-fees, as thesa-faGilities are centr-a1Jy-fo,ea1ed aAd-sawe-U=1�Ati.re-Git.y�,--n-.,3fSEl'-4oos-Ast-apply---to---tlle,-water, wastewate+--ef--t4�e SJMSGf.2-fees. tt eo.eEkapply to tho fire station,, libr-ary, oommunity r:ocF.eation oonror, str:oet il.:nprovom.ont, parklandc an:d fFaffio signal! foes.

For this purpese,--tAe City ls----0Mdoo-ime-tt1ree zones: North--generaUy••Hor-th---of-tl=le Calaveras River equaJ-to-.fee--oolleGtien--amas 1 anEli 2; Central g:snerally bet\veon Ghartef.-Way-foow known as Martin Luther King Jr. Bl¥d.) and @he Galaverae, Rivor­ eq�al to foe aolloction. areas 3 and! 4� ; and: Soutl:! generally south-ef-..Gt,a1Ftef-l.Aiay-­ eq�al to fee c-.ollesiiaa--ai=eas--&-and-6:�fFor-eaoo• of tho f:ees, a&-aGoo!:.IAt-Ra,&--aeeA establisOOti--f:er-eash..fee-ar.aa.-Apprmdmatel�fei,ght�+�erseAt sfo.aoh foe colfootOEHS Gretfltea--tG-•tl�&-aGOOoot-roF the fee area from whi:oh it i.ua.s oollootod. Tho funds i:A tho a�Rt-&-feF roe areas 1 and 2 wil:I l:io expended fur prejoots in the North 7-0REk---+Ae ft:mds in the aocounfo fo.r foe. areas· a an�peAdea-{er-p.roJoots-i:n-4he-Ge.Aitfal zo no. Tho f.u n d s in the-asoo�nts--fef-fee-areas-6-aAd-ij-wtrt-ee-ex�erided-f er-projeGts--in the--Sout�<me-a
Besauso some sorvioo demands. are made across zones, the r.:emainl�efOOAt-ef. the .fee 1.s deposited into a City w!Ga-flf'..GetJH4ff.l1--eaoh-fee},--th&-£ontent&-0f.-whlch-may eo 01<ponde.d anyv,1hera rn the Cft.y-for-faGllitie&-to-a&GGFRffiedate new-eevel0pmeRf::.

The above: perceAta§8s-oouikJ--var1t-def.)Bndi�g�.oo�0fdir-iaJ1oes. OF laasod on. ad!Gm� ana�ysts-w4iGA-·ldootW-¼ed-.aJtemato dist:rlbution.
e. . �ng Amoeg Fee .l),rea AGG.01:1:ms
l:t-wo ulct not well s��ty--t0-hav.e-fu:RS&-Qira.dtla�lf·-huildi'RQ--cin-all-of t�-..e foe aroa aoaounts for--an-ext:ended-f}efioo-0f.-tirne--with0ut-ooy--0ne account having, suffi :s!ont ftmds
to pr ovi:de.-a�cfactHty,tl:lu&=eepri1.iing al!f areas of ne.w faoilities. Thcrof-Oro.,. in arEl:e+--te OAK#4850-7721-7314 vl5 Exhibit I-20
EXHIBIT 1- Open Window Project DA
eRablo the prcwfSioA-Of--faeUitioo as they-aF6---AOOG89,loons-saA-bo made from one-fee area assm.mt to anett:ter.,.

The d013aFtment i'nitlating the�uest for an appropriatk:ln-mtfSt-alse--iflitiate tho loan request. +n(Hoan would be reetU1rod if suffieiont fuA4rar-Q-flat available-m--the--fee-afea aooounts wit.f\lA-the oxponditum 2=on&.-Su�orro-.1,fng may o·nly ta�verrif lt can be--aam<mstratad that the aooount-from whish tho iunds-a-ra--bmraweel--wlll-oove sufficient ren:mini�-t:J.Ra&-to appropriate to projects sohedul:od within that zone. A HMl=l(;ial pl'an must be pr-eparod f)Fojo�ing antioipatee-revanuos to the aG6aunts f.or the fBe-area�&-aOO-i;)raepgsing a ropaymoot--sGRedllfe. All loans shaU--raq-uire �.eGl:lmeAtatiofl m:id approval by the City Council. The account from wt:llsll---the funds 11r.ore--ooffewed1 shall roooivo Interest on funds loaned eq;uat-te-the Gi:ty's ai.ierage f.:)OO�ed investmoot-eaFflinas rate.
+fle--i)Ossiblb nood-.fer--a-l'oan must be addressed at least t·,.ii:oo duriAg the life of a p�
---11-.--, --lt-Arn�awy-+b�oHoo-GeSSary lo es�ablish a loan-at-tho timo an appr�ion-.fGf.-a speoific, proJee�l&-re.flYOstod. Do.pend-i�n-the--estimatod begl-m:m,§-<late et-the proposed-i=>mJect, tho abo.�o approprlatlen and/or loan mi§ht--oo !3ased--targel'y on eoti.mated revenues.
__ ..,.2._-_ --+lt-m1 a�-se-oo-fw.sossal)r to es.taeUsh-Grr--amond' tho amoun:t a.f a loan at �et)artme,nt iss1:1es: a purchase. oraer- or raqu.est�ty-� apprer•�ial of a ooAtract for aR exponditUfe----ef:-f-1.mdG from-tfle-f:)mj;oot aasaunt /\t the r�!Jest ef tho dopartm�,aaging the prej:eot.-tAe Adminlstrafr.,<e Servioes-t>�r-tment ,,,.<ill 110 cwa-1.uaite-tf'le availabHity--of fuHes-by Gompari'Ag aot-uat roveAbJ�st-imatea-r-e-venues (t1sea--m-step-1: above) and tndicate if them Is an additional 1need-f0-r-a--loaA at-thistil'Aa:--l�is Is the sase, �heA the-leaf+-!llust-bo appro,;ed by-1he---Git-y Gounoil1 bofora-tfla-oontrast or purchase ofdeF-GaA-be exocutoElh- F. Developer In Lieu f.mpro,vements
New development Is responsible for all public facilities tha� are, needed as a result of new devetopment Thi,s fncludes alf improvements that are- required by the subdivl.slon and public improvement ordinances or identified as being necessaty. to sati'sfy mitigation measures. for th;e proj;ect. There may be si-tuations where ai developer will in:ct.Jr the cost of a facility which corrects am existing City deficiency or seliVes other development.

Therefore, under those conditions, developers will receive a reimbursement lin the form of credits or cash, plus Interest at the· rate equal' to the, 11th mstrlct Cost of Funds from the date the improvements are accepted by the City, conststent with the City Counci,I approved re.imbulisement agreement. Developers dedleating1 the land and/or construetlng these facilities will be eliglblo· for credit/ reimbulisemeot as outlined in these admin�stratfve 91uidelines, Conis1ructlon costs, design costs, arn.d fees for p11an checking and inspection, e.tc., are elig!bl.e foli crediVreimbursement.

OAK #4850-7721-7314 vl5 Exhibit 1-21
EXHIBIT 1- Open Window Project DA
A credit/reimbursement will be given to the developer to offset the public facilities fee for that type of facility imposed on subsequent development of the p1arcel. In other words, a street Improvement cost will only be subject to credlit/re·lmbursement against the street iimprovement fee.

The amount of credit�/reimbursement shall be• as outlined below for each of the appropriate foes:

Ubrairies, Community Recreation Centers,
Fire Stati
i
ons, & Parks:

If the devel:oper only dedl'cates the land for these faclilities 1 it Is elig,lble for a pa1ifal credit/reimbursement equal to the· pericentage of the fee that is. needed to acqiuire: the I.and. As an example, if 50% of:the parkland fee· is to acquire land for parks,, a developer that dedicates the la.nd will be· eJig:ible for ar 5'0% credit against its parkland fee for permits withi,n Its devel'opmm1t. The developer is also etigible to• be ref:mbursed for 50% of the parkla.nd fees from othierr developments within the service· ar,ea of the park.

In the case ofi parklaind, the valUJe of the land dedi.cated sha�t be the. value of larnd used to, calculate the· park�and fee in effect on the· daite· the land is accepted by the City Council.
l't the developer also cons.tr,ucts one ofi these faciliiti.es,. it i:s eligible for a fittll cr;edit/reimbursement o.f the fiee for pen:nits wiihin its development, and reimbursement of the fees from other deNelopments wrnhin the service area of the fa,cmty.

Wastewater,:

Tne sanitary sewer cirm·nectlon fee is composed o.f the fo!towiing components: (1) 1!reatrmernt,, (2,} exi-sting colfoction system, and (3) future. coUectJoni systems.

If the developer constructs a completely new collectton s,ystern in accordance with the Master Pl'an, conveyl:ng wastewater from 1he. deveto.ped pa.reel to the, City uf Stockton Wastewateli Control: Facility on Navy Drive, without use o,f any portiion o.f the e,xlstlng City sanitary sewer system, dovel·o,per is eligible for a fuH1 credli,t/reimbulisement within its devel'opment of components (2) exlsti;ng collection system and (3) future collectl:on systems, of the. connection fee. The developer ts also eli�lbl:e for reimbursement o.f a portjon of the fiee for both existEngi and future collection systems from other developments w!thi'n the service area of the colledion system lmprovements.

If the developer connects to tho cxistling c0ll.ection syst�rn and installs mains in accordlance with the Master Plan,. d:evelo.per is eligiible for a full cred!l1flreimbuliSement within its development of component (3} of the connection fee-futurie collection systems. The developer is also eligible for reimbursernen1 of OAK#4850-7721-7314 vl5 Exhibit l-22
EXHIBIT 1- Open Window Project DA
a portion of the fee for future coHection systems from other developments within the service area of the collection system improvement.

In no case will the reimbursement a1.Jthorized under this section of the· Administrative Guidelines exceed the cost of the eligible sanitary sewer improvements constructed by the deve.loper.

Water:

If the developer constructs, a portion of fue water system in accordance with the Master Plan, it is eligible for a full credWii'eimbursement within its development for the fee for that portion of the cost which represents water transmission mafns installed which exceed the requirements of the individual developmelf11 as determlned by the City. The devel;oper i.s also eligible for reimbursement in accordance with the. City's Water Rates and Regulations.

Street Improvements:

If the developer constructs a portion of the street improvements within ano' adjacent to its prolect whl'ch are cover;ed by the fee, it is eligible for a 50% credit/reimbursement on building permits w1thi111 Its development until the full cost of the Improvements have beein recovered. The SO% credit is necessary since only approximately 33% of the total street improvements covered by the fee are adjac0n1 to or within undeveloped pr<operties. lhe remaining improvements are freeway-relat.ed Improvements, railnoad grade separations, and street improvements adjacent to developed properties. Without the City retaining 5'0%, of the fees, sufficient revenue would not be generated to fund the necessary freeway, raflroad grade separations, and street improvements adjacent to developed properties.

If the developer constructs a portion of the street improvements outside and not adjacent to its development, it is eligible for a1 1100% credit/reimbursement o,n building permits untU the full cost of the improvement has been recovered.

Refer to Appendix B for speci'fics on reimburisements for developer constructed street Improvements. Al'so, refer ta Appendix Con the procedures to be followed where past developments made significant stre.et improveme,nts and the development Is not completely built o.ut.

The developer shall submit a d 'eta.iled' cost !breakdown of the public facilities to be constructed and/or the land to be dedicated fftHi the p,ublic facilities. The cost breakdown shall also include the timing of the various improvements.. In addition, the developer shall submit a yearly schedule of projected' btjlldJing permits thro.ugh full bu.i!d-out of the project. The developer shall enter the projected building, permits, applicable fees, cost breakdown, intere,st and the proposed spread o.f credits/reimbursements into a spreadsheet compatible with City-use.d software.

OAK #4850-7721-7314 v!S Exhibit I-23
EXHIBIT 1- Open Window Project DA
The spreadsheet shall be reviewed and approved by the Public Works Department.

Upon approval, the developer shall provide a copy of the spreadsheet compatible with City-LJSed software. The spreadsheet shaiil be updated by the developer and reviewed and approved by the· PUJblic Works, Department at least once a year. The value of the land and Improvements shall not be adjusted for Inflation or deflation, but the applicable foes shall be adiusted to, the current fee and projected ahead in constant dollalis.

The City shall enter into a credit/raimbur,sement a·greement with the developer. The agreement shall: provide for th:e creditireimbulisement to the devel'oper from fees generated wi,thin the proJ;ect arn,d that zona;;itywlde. The timing and method of payment (creditVrelrnbursement) will be negotiated and Included as part of the subdivision agreement or as approved: by the• City Council when the Improvements are accepted. l1f the improvements are financed! by an assessment district (Including Mello-Roos), credits may be given to the lndlvlduafi property, owner and/or reimbursement sha,11 be made to the district. The propose01 spread of credl:ts/relmburseme1nt must also be approved by the City Councll prior fo the, subdiivision iimpro,vements being accepted by the Cfty Council
If the credit/reinnbl!.lrsernernt agreeme:nt ts submitted f:or approval by the City Council µrior to the installation ofi t1he irmpliovennents, the costs will be based uponi estimates.

Upon completlon of the im1prrovern:e,nts1 the credit' reimburisement agreement wil!I be liesubmitted to, the City Council for appmvafi prfor to- subdivision. lmprovements being accepted.

If the developer has plillled buil:ding permits alild paid! public facmty re.es prior to, the cradi1tsfreimbursement a!\jreement being: approved by the Ci;ty Counciil, the developer wif.11 onl:y receive credftsfroimbl!.lrserrnents on future pennits. N.o refunds will be processed for the· fees paid prior to the credi1/refmbmsement agreement being: approved' by the City CalLl nci!.

When the various fees are. actj):Jsted by the Ci,ty Counci1l1, the total amount to be cred!tedlre-imbursed, does fllOt changer but the amount of credit/reimbursement to be applied: to an i1;1divict·ual1 b,uilding permit will be adjusted. For example, if a fee was originally $,1000 and the devel'.ope.r receives a, 50% credlit or reimburs.ement, when the fee Increases to $1100, the developer will still receive a 50:% credit or reimbursement but it wUI be $550 versus the orii'ginal $500.

The developer has the opHon, to be determined at the time of the roimbursement agreement, of receiviITT9 cred•ts when the building permits. are Issued or accumLilatJng these credits and r:ecelving a· lump sum reimbursement at the end of each quarter, based upon claims made, by the developer.

G. Use of Admini.strative FUinds
The funds in the adml.nistrrative account are not used for studies and/or administration, for spodfic improvements or types of improvements. Such expenses are charged to the­ account for that
type of faciili1y\ i.e., a traffic anailiysi,s charged to the Street f.mprovements acca,unts. However, adrnini$:tfative funds may be used for planning OAK#4850-7721-7314 vl5 Exhibit 1-24
EXHIBIT 1- Open Window Project DA
studies, such as a Ctty ini,Uated general plan revision. The funds In the administrative account are not used to cover the cost of reviewing projects; nor are funds from any other fee account used for this purpose. The funds may be used for both consul:tant and staff costs. Staff costs are calculated based on time card entries. m.

A.

ANNUAL REPORT
Fiscal Yea.r Summary
An annual report on the development fee program ls prepared. The first portion of the report, the fiscal year summary, is prepared reasonably soon after the end of tile fiscal year, as accountimg rnformation becomes avallabl'e. Thl,s portion of lhe report Includes the follow!ng1 information.

1. Account Balances � The information trnciudes fiscal year revenues andl the accumulated bal·ance for each accm.mt.

2. Improvements - The report Includes, for each account a,md subaccount, except the SJMSC!" Account, the following,: the constructed Improvements and a projection of the funds to be collected in each of the next five years; when the next pmjectt (or projects) will be aible tO' be funded; andl the prroposed pr,ojects to be undertaken in. the next five years. The latter info1rmation i's in, a form appropriate for integration fnto th,e, Capital lmproveme111ts Program. For: the SJMSCP Acco�nt, the· annual, report wilil be provided by SJCOG-1 Inc.

3. Admfnistration Fund - 1ihe• revenues to. the adminl.stratiom account arn compared with the admJnlstration exJDenses irncurre.d, both for the past fiscal year and for an appropriate longer period of time. Both future pmj1ec.ted revernues and expenses am also includ:edi In tine reporrt, al'ong wltln a1 recommenda1tio,n either to r,etaJn the current level of administrative component of the fee, orto adjust it up or down.,

4. Exrsting1 Deficiencies - lhe e ,xpenditures to cure existing d'e•ficiencies are set forth, both for the fiscal year and cl!Jmulatlvely. These expenditures are compared wi,th the commitment to cure exi.sting1 deficier:icies on at least a pro rata basis. betvveen 1· 988 and the present -2-008.

5. Reimbursement Agreements � The report Includes, for e•ach agreement. the following: the constructed lmprov-ernonits; tlhe total cost of th,e impmvcment l'ncludling land; all accrued interest; the outstanding ba.lance; and tlh,e projected credit/retmbursernent and sourice of re.venue.

B. Fee Review and Adjustment
The second portion of the annual report Is prepared three or four months before the start of the calendar year. This report Is submi110d to the Ci,ty CouncU along, with recommendations so that action can be taken rio later than 60 days b.efore the start of tile calendar year, allowing1 the adjusted fees to become effective Olil or about January 1. This portion of the: report includes the following. lnformati'on.

OAK 114850-7721-7314 vl5 Exhibit I-25
EXHIBIT 1- Open Window Project DA

1. Inflation Adjustments - The report presents information on the Inflation rate during, the prior calendar year as determined by the construction cost index of the Engineering News Record publication. The rate of Inflation (or deflation) is applied to the fees to· determine the fees for the subsequent year. A land cost index will be used to adjust the land cost portion of the fees.

2.. Reimbursement Agreements Adjustments � The· report presents Information on the· credits/reimbursements due developers for the subsequent year. Since the developers are eligible for credits/reimbursements plus interest,, the fees shall be adju.sted to cover this add'ltfonal expense.

3. Spec-ial s.tudles or Information - From time to time, ne.w information wrn be come avai!abl'e regarding the facilities needed to accommodate new development and their cost If this Information Is different from that upon which the fees are currently based, the information shoul,d be documented along with cafculatlons that determine the appropriate new fee, levet.
4, Findings - The report sets forth m1dirig,s suitable for adoption by the City Council determining that, except for the adjustments listed, the prio.r findings on which the current fees me based alie still! sufficiently accurate.

Ado:pted Fe:b. 112,, 11991 (Resol'utio111 No, 9 "1-0n9,):

Amended Jan. 23, 2007 {Resolution No. 07-0040);
Amended _____ {Resohution No._-___ )·.

OAK #4850-7721-7314 vl5 Exhibit 1-26
EXHIBIT 1- Open Window Project DA
Resolution No. -----
STOCKTON Cl,TY COUNCIL ============================ ==== ==================-�========--

RESOLUTION REVISING THE PUBLIC FACILITIES FEE FOR STREET

IMPROVEMENTS BY CONSOLIDATING THE FEE AREAS INTO ONE CITY-WIDE ZONE
The City of Stockton Public Facilities Fee Priogram for Street Improvements is structured to include four zones: North. Central, South, and City-wide. Fees are collected in the North, Central, and South zones only. The City-wide zone receives 15% of tne fees collected from the other three zones; and This zone and fee structure has led to a program that does not accurately account for the complexity of traffic innpa:cts across all zones, has unneeded administliative and accounting burdens, differing economic impacts due, to fees that vafiY by !location, and! financial instability due to inter-20,ne l'oans and a, November 20:09 bond i1ssuance· in the North zone; and
Consolidatio111 of the zones tnto one City-wfde zon,e· wourd resolve this financial instability, redu:ce the adlmlnlstratlve and acteou.rntin91 burden, and' provide a uniform fee structure that does not vary by tocatton. The proposed fee would correspond to the Centrral zonie fee-which is the lowest of the zones; lilOW, therefore, BE IT RESOLVED BY THE COUN,CIL OF "fHE CIITY, OF STOCKTON, AS j;QLLOWS:

1. The Public Facilities Fee for Street Improvements is revised by consol�dating the fee are-as i,nto one City�wide zo.ne.

2. The Publlc IFacilfti.es Fee for Street rmproverme:nts is. hereby approved as set forth in Exhibit 1.

3. The City Manager is hereby awthoriized to take• whatever actions am appropriate to cariry out the purpose and Intent of this resoJution.

PASSED, APPROVED, and ADOPTED ----
ATTEST:
--�------·----

KATHERINE GONG MEISSNER
City Clerk of the City of Stockton
;:O0Mil,\GRPWISl:\COS.PW,PW_Llbiar/:17621 '. .1
OAK#4850-7721-7314 vl5
ANN JOHNSTON, Mayor
of the City of Stockton
Exhibit I-27
EXHIBIT 1- Open Window Project DA
.,, " " . t>.NS b)ISlii I O.N�J.l§iR!ii ir'lilil lillE 1' EF Z©NE · .. ' ''!!1.{l':P,���-�ie·! I;-,_ • .F:E ; .··�: .. ,: ·_ ;;_.L! �, . :i .. _ i .. _·�e _ 1 · N�.;-;.,.�=.�·· -�'. .. S-�"i�T!:·:,1�. ··\•1� 1 -!;i;tr'itt11·., ,., i.,�,-� .,�ttf,\c�v.li,:r• ,� l .. . ;-.,.i·r.•"'�'-�".·-:1'='••·�--�1, .,,�,--..• ·,1, .. ,.,.,..,,Ji.- .,�-•-· -���{i\ijl,,r,��j��,����11·c1:i*R'.1i&�ilmat 7•MoJ.J' r,9ff �a,&,wt.Ei��i�,?i}J1i"�-:7�\!litc;_� .. �-�rt-t�1�·-1 ;• •. f!"'i•:•·r•J ... i:-,�:',. ... /4.�: 1.•••··d"� ... , •. ,,. ·- _,, .. •� .... • ·�·······•·.r�.t. ... .;� '• .. ; ····••--·� .. -: .. �_-;ft;,.,,,,,.' ) "',l'-� 1.f .. ,,· ,:/!r!•t ... ,.,v1.�•-•t• Slnr;,1& FamflY, Unlts
Greater Downtown Ariea*
10/14/112008' Citywl,de Except Downtown•
___ Be�onqJ.Q!.�2008 crtv Limits
rvlultttpte Family Uu ft$
Graatier Downtown Area•
10/14/12008 Cir/wfde ExcBpt Downtiowni"
Beion!d 10/j4J2008 City Limits ..

Guest Rooms.

Greater DownfOWfil Area•

1.0/14/12008- Citywide Exce!l),f Downtown*
Be¥Of1id 10/'14120-08 Ciry Llmitts·
. - - I•
Ofif;lr.:e/Hfgh Density - Citywide�
RelaHIMed1um Dens�ty· - Ciltyvvide*
Waire:
housell!.ow Density, .. Ciftyw:cte..,
OAK #4850-7721-7314 vl5 Exhibit l-28
'
Propos.ed
Fee. Unit
EXEMPT per unit
$8,6;13.00 per unilt
$13,226.00 per unit
I
EXEMPT per untt
$4,828,,00 per unit
$9 1656,,00 peruoltt
$5-,15,7.50 per room
$5,
, 15? .50 per room
$, 10,315 .. 0-0 oer room
$2,412 .. 00· per 1000: sf
$3,,171.OQ, per 10001 sf
$$31.501 pet 100£! sf
EXHIBIT 1- Open Window Project DA
Resolution No. -----
STOCKTON CITY COUNCIL ================================================================== RESOLUTION AUTHORIZING THE AMENDMENT OF THE PUBLIC FACILITtES FEE

PROGRAM ADMINISTRATIVE GWDELINES TO CONSOLIDATE THE STREET IMPROVEMENT FEE INTO ONE' CITY-WliOE ZONE
The Public Faciliti.es Fee Program for Street Improvements i,s structurnd to i.1clude four zones: North, Central, South, and City-wide. This zone and fee structure· has led to a program tlnat does not accurately aiccount for the complexity of traffic impacts across all zones. lias unneeded admi'nistrative and accounting burdens, differing economic in--.pacts due 1o fees that vary by location, and financial instability due to inter--zone loans and a November 2009 bond Issuance in the North zone; and:

Consolidation of 1he zones into one City-wide zone would resolve this financial Instability, reduce the administrative and: accounting burden, and provide a uniform fee structure that does not vary by locatfon; now, therefore,

BE IT RESOLVED BY THE COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The City Manager is authorized to amend the Publ'ic facilities Fee Program Administrative Guidelines to remove Sec�ion l'I. EXPENDITURES. D. Zone Expenditure Guidelines, and E. Borrowing Among Fee Ar.ea Accounts, and make other appropriate changes as indicated.

2. The Public Facilities Fee Program Administrative. Guidelines are hereby amended a,ndl approved, a copy of which is attached as Exhibit 11 and incorporated! by this reference.
3 The City Manager is hereby authorized to take whatever actions are appropriate to carry out the purrpcse arnd intent of this resol,ution.

PASSED, APPROVED, a/ild ADOPTED -------------
ATTEST:

KA THERINE GONG MEISSNER
City Clerk of the City of Stockton
::ot)MA'.GRPWISE\GOS.PW.PW_Llbr.1ry: 1761 GO, 1
OAK#4850-7721-7314 vl5
ANN JOHNSTON, Mayor
of the City of Siockton
Exhibit 1-29
EXHIBIT 1- Open Window Project DA

PUBLIC FACILITIES FEE PROG,RAM

ADMINISTRATIVE GUIDELINES
I. FEE COlLECTION
These gauidelin,es. primarily apply to the implementation and ad!ministration of Stockton Muriiicipal Code section 16.72.260, wllich imposes Puiblic. Fadlllties Fees on new development. \Nhen applicable, these guidelines shall also appl:y to the impl:ementati.on cmd adminilstratloni of all other code sections, which impose fees or mi; tlg,afion measures
on new devel'opr:nen,, including, but not limited to the followlng:

Wastewater ........... 13.12 .. 01:0
Water .................... ,. 13,.04.01 O
Traffic Si:gnaL ...... 16.72.140
StreetSign ........... 16.72.170
Street Tree ............ 1'6.72.180
Park.lands............. 16.72.060
SlhJuld ainy· situ:ation:s ar�se w.hrch are not covered by· the: guidelines set fortfi. ab:ove, the City Mana:ge.ri s,halil have 11he authority· to make a dedsion as to how the· o.rdii,nance and any correspondhngi resolution are to, be admin1istered. Suclh decisi;ons are to. be• in writing,,
An.y applicant dissatisfie€l! with the decis.ioni of tlhe Ctty Manager majy appeal! such decision to the City Cou;ncil. by filing written notice therieof \f\Jith the City Manager within 1 O days. of recei'pt- of the: Cify Ma.nager1·s decisio.n.

A. Fee !Determination
The fo1Jawing1 paragraphs provide information as. to which department determines the fee- a11'lou151ts. for vario,
us types of development.

1. Fee Exempt�ons and Credits for Prtor; Use
Upon receipt o,f an ap.p-lication for a buUding permit, the· Cormmunity Development Department (COD) de.t.erml:nes if it is a permit upon whiici,, fees. are to be imposed. The fee is to, be irmpo
.sed on permits for the siting of a mobile ln.ome and the coinstru:ction o ,f buildings, specifi:ca.liy· e.xcluiding any partial permi1ts. Thie fees slh.all be charged and paid at the time- of issuance of a buitding permit for development It is also imposed an app.lications for a buildlng permit to a.dd to or alter an existing building (with a credit for prior use.). The amou1,t of credit willl' be for the equivalent 0rf the pub-lie facil:ity fees that would currently be assessed aga11rnsti the existing1 building (a :S. if a buil:ding perrmit for the exlstiing build!ng were p,ull'ed simultaneously with the permit for the al:teraitions and/or addi'fions). As an example, if the prior use o,f the property would have g: ei:1erated 1 O Dwelling Unit Equivalents (DUE) anid the new building will OAK 114850-7721-7314 vl5 Exhibit I-30
EXHIBIT 1- Open Window Project DA
gienerate 15- DUE, then the utilities and stree1 improvement portion. of the public facility fee would be. based upon the cost of the additional 5 DUE.

The Public Facilities Fees resolution specifies exemptions (under certain conditions) for (1) residentiailt additions, (2) non�residential additions a.ft less than ten percent additional floor area or less than ten percent additional DIJE, and (3} replacement construction.

The exemption for replacement or reconstruction of buJld,lng:s that ha:ve been destroyed or d!emotiished appties so long as a new building perimit is issued tori tine reconstruction within five years after the demolition. Thereafter, the· amouilflt of credit given against fees- for the prior use· declines 20 percent per year. It is the· property owner's respons;i:bilitry to provide suffidenit proof to the City in establishin1g the date of demoliUon o,r destnu.ctiio,n of' the building and the prk1r use that existed. lni order to be eligible, the property owner mu-st riequest a credit for the prio:r use- on or before the payment of fees and Issuance of the building permit The Public Facilities Fe,es are not imposed when to do, so woUil'd be inconsistent with California law or any of the other pliovisi;ons of the Cir1y of Stockton ordlrrn.ance·s or resofuti.ons cited above. li"he CDD determir11es lf the project cq1ualifies for arn exemption UJnder any of these exemp,filon categories.

Any applicant dilssa1tisfied with the decfaion of the CD-FJi may appeal such decision to the City Manager by filung written notice with: the CDD· withfir:1 1 D days of receipt of the CDD's decision.

2. Responsibiility for Fee Calculation - Residential
Upon rece-ipt of an app,licatio111 forr a- lDuildling permit for res.identia-1, tJnits (as. defined in1 the resolution):,; the CD[) determlines the- number of sfl'ilgle-family unlts, multiple• UJnits, a.nd/or guest rooms and adds this inforrnati-on to the application1. 1i'h,e appliicatton is t!hen circul1ated to other departnnents for their input and then back to, CDD forr calculation of the fees, except that the San Joaqurn County Multi-Speci"e:s Habitat Conservation and Open: Space IPlam (SJMSCP) fee will be calculated by and colilacted by SJCOG, Inc

3. Respo-msi_b.ility for Fee CallculaUon •· Non-Reside.ntial Par;kJiand an,d community recreation fees are not imp,osed· on non�residential:
devebpmentt. The CDD has the responsibility for making the non"�esidential fee calcul:ati.an:s, except for SJ.MSC.I?, wastewater, water.,. and surface, water supply. The responsibi1lity for determining_ SJMSCP, surface water suppl,y,, wa.ter, and wastewater fee.s are a.s. rnot.edl below.

Employmemt is used as an indicator or serivice need a,ndi, thence, as a bas.is for the non­ fesidlential1 frees with the excepfion of street imprioveme,nt, traffic signal's, surface water suppl,y, wastewater, and water. The g1t1idelines. for detenminiing square footage and employment density are:
a., Square Footage- - Upon re·ceipt of an application for a b11.Jilding1 permit for non� residlentiall development,, the COD footage is rneasurecli as, defined in the California Buildin,g Code (CBC). For improvements where the square footage· is not appropriately OAK #4850-7721-7314 vl5 Exhibit I-31
EXHIBIT 1- Open Window Project DA
defined by the CBC definition, e.g. gas stations, a co-generation plant, etc., the CDD develops appropriate square footage equivalents. As explained below, employment is used as the basis for the determination of most of the fees. The square footage equtvalents are therefore based on projected employment (1he employment typical for that type of development).
b. E.mptoyment Dtmsity - Except as noted above, emp!oyment is used as an indicator of service need and, hence, as a basis for all non-residential development fees. The COD determines whether the typical use of the improvements will be ::haractertzcd by high, medium, or low empl:oyment deinsity and adds that information to tine application. The high, medium, and low employment density ranges are less than 400 square feet, between 400 and 600 square, feet, and greater than 600 square feet per employee respectively. Office space is categorized as high employment density, retail space as medium employment density, andi warehouse and manufacturing space as. low emplo,yment density. The characteristics of'the space, along with the anticipated! first use, are· fiactors in the determination ofthe employment density. !if the space is divided among more than one type of space each with differing etl!lployment densities, then the square foofage allocated to eact, type will be determined, except that any type of space constituting less than 2.5 percent ofi the• totali space will be in.cl:tJded in the majority. space type. As examples, offices In manufacturin:g plants will be pa/it of the mariufacturl.ng· space and storage space irn retaifi stories wi/11 be• reiail space, as long as they are no mo!ie than 25 percent of the total' space.
c. Water, Wastewater, and Surface Water Sup·p,ly Fees - Tl,e application �s cfrculated to the Municipal Utilities Department for determination of the water. wastewater,, and surface wateli supp.liy fees.
d. Othe-ri Fe&s - The COO deter.mines the remaining fees, except that the SJMSCP fee i;s determined by. andl coll'ected by SJCOG, Inc.
e. Fee 0etermfnatio1i1 � The above noted fees will be determined within 15 workingi days.

4.. ProJec,ts Not Requ1iring Building P·ermits.

The fee ts a!s.o imposed to the extent jpermitted by law on a.ny development which does not rnq1Uire a building pe, nnit from the City of Stockton (such as a hospital, which makes application to, the State). Such a development will often be required to apply to the City for a permit other tfilan a bulldJlng1 permit, fof exampl'e, use permit, encroachment, water, or sewer connection permit. Upon receipt of such an application, the issuing department fo-1/ows. essentially the same procedure as described above for building permits,.

OAK#4850-7721-7314 vl5 Exhibit 1-32
EXHIBIT 1- Open Window Project DA

5. SJMSCP Fee
a. In order to Implement the goals and objectives of the SJMSCP, and to mitigate the cumulative and site-specific impacts of new development on undeveloped !ands within the City of Stockton and in San Joaquin County, the establishment of preserve lands will be necessary to compensate for Impacts to threa.tened, endangered, rare, and unlisted SJMSCP Covered Species and other wildlife, and compensation for some non­ wildlife rela,ted impacts to recreation, agriculture, scenic values, and other beneficial Open Space uses. While· those undertaking new development pursuant to the SJMSCP may opt to dedicate lands consistent with the SJMSCP preserve desi.gns ori to puirchase credits from mitigation banks., mast of the contribution to the SJMSCP costs from new development wtll be in tine form 0fi SJMSGP fees.
b. The SJMSCP Fee sha[I be, coll'ected by SJCOG, Inc. The SJMSCP Fee supersedes and incorporates the Cily oi Stockton's pre-existing Habitat/Open Space Conservation Fee (establ1ished by Ordinance, No. 029-94 and Resolution No. 94-0589).

Such fees, along with am,y interes.t eam'i'ngs, shaa be used solely to pay for those u,s-es(s} described in 1he S'JMSCP which shall include the fotlo,wingi:
ai. To p.ay for acquisition of pre.serve fands (and ass,ociated tirairnsaction costs)i; b.. To pay for monitoring and restoration and/or enhancement of preserve lands; c. To pay for endowment for long.-terrm management of preseriv,e lands; and d. lo paiy fo.r initial and orn-g.oing administration of the SJMSCP. c. The SJMSCP Fees shall1 be as c:ategoritzed, and vn the sum of the amounts spedfied, in, Sectio,ns 7.4.1 1 7.4.11.1 1• 7..4.11.3, and 7.4.1.4 of the SJMSCP,, with the exception that the fee established at the adop,tion IDf this o.rdinance shall be, inttially adjusted to 2.002 dollaris and rie-adJusted. annuall:y thereafter in J'anu.ary of each year, based on SJCOG, lnc.'s annual index adjustment as specified in the SJMSCP Financial Afilalysis Update, dated November 2, 2006, or as amended. A summar y of the SJMSCP Fe.es is attached hereto as Appendix[) and incorporated herein by rieference.

The City's pre-existing Habitat/Open Space Conservation Fee (Category F}. shall, remai'n fixed (not subject to adJ,ustmen1s) for applicable on"got11g developments. The fees described! in Sections 7.4.1, 7".4.1.t 7.4.1.3, and 7.4.1.4 of the SJMSCP sha�I be deterrnined based on SJCOG, tnc., staff review of the SJMSCI? Vegetatlon Map(s), and confirmed by aerial photo irnfa,rmatron (a,s of the effective date of the SJMSCP Fee) andfor a prre--construction field suNey, hf necessary, to verify vegetation types on the site. The Compensation Zone Map, as diescribed in Section 8.2.5 of the SJMSCP, shall be u18ed to determine iff the property i·s suoject to the SJMSCP Fees and/or to the C:i,ty of Stockton1s pre-existing Habitat/Open Space Conservation Fee (Category F). d. The SJMSCP Fee shall not be imposed on projects located In a "No Pay Zone" as established in the compensation zo1"1e maps. Project proponents may op1 for o.nly partial payment of the SJMSCP Fee if they choose· to complete one, or more of the following.:

OAK#4850-7721-7314 vl5 Exhibit 1-33
EXHIBIT 1- Open Window Project DA
i. Dedicate, a5, conseivation easement or fee title, habitat lands (in-lieu dedications) as specified in Sections 5.3.2.1 and 5.3.2.2 of the SJMSCP; or
II. Purchase approved mi,ti: gation bank credits as spectfied in Section

5.3.2.4 ofi the SJMSCP; or
Hi. Propose an alternatii ve• mitigation pJ.an, consistent with the goafs. of the SJMSCP and eqiuivalent or g
r
eater in biological value to option i or Ii
above, subject to approval by SJCOG 1 Inc.
e. The SJMSCP Fee· shall be ad�usted! and ir:nplemented in January o.f each yea:r as noted in Secti'on c. above and/or: In conformance with Section 7.5.2.2. of the SJIMSCP.

SJCOG, Inc., shall notify the City of S.tocktton in writinig of proposed! arnnual adjustments to the fees by Octoberi 1st of ead1i year. SJCOG. Inc. shall be responsible for the impf:ementation of the fee adjustment irn Jan1Uary of each! year.

6. Agricultura.f land Mitigar tiion Progriam (in�lieu foe and ln�kind acguistuon) a. The purpose of tine Agricultural Land Mitigation Program fis to mittg ate for the r:oss of agriculllurral �and in tihe Ci ily· of Stockton throUJgh conversion fo prrivate urban l!J:ses, indt1ding residenti'al, commercFal' andl irn.dustriial d!evelopmenrt. b. The folio.wing worids or p;hrases, when used in these , Guidelines, shaHI have tlhe followi:ng meaning:s:
(1} "Agrtcultl!.lral l'an:d or farrmfar,;d" for the purposes of these Guide.lines means innpo.rta:nt farmland\ as defined by the Catiifomia Departmenit of Go,nservartio111's Fa1i1T.1la1uKil Monitoring and Mapping Program (FMMP) andl as shown on the mos.t recenit ava'illable FMMI? map of San Joaqu1ir1 Cou1nty. Important farml:and i:rnc�udes prime falilnlandl, farmland of statewide sig;nifi:cance, and unique farmland. Thrs definition is cons.istent with the purpose· o.f the Fee,, and wi:th the definiiti.on of "agricultural. land" found �n tlhe California Envkonrnental Quality Act (Public Resources Code section 21060.1 ). (2} "·Agric.ultura� miti'gation laind" means ag:ricultural land encumbered by an ag:ricultural conservation easement or such other conservation mechanijsm acceptable to the City.
(3) '
1 Agriculturat conservation easement''' means, an eas.ement over agricultural land for the purpose of re•stricting iEs us.e to agriculture .. The . inters-st grranted pursuant ta an agricultural conservation easement i-s an i interest tn la11d which is l 1 ess t11an fee simple.

Agricultural conservati.on easements s·hould be permanent. (4) 11Nexus Study'' mea.ns tlh,e Ciity of Stockton Agricultural Mitigation Fee Nexus St.u.dy, prepared June 21,2006'1 as may be amended from time to time.

OAK#4850-772l-73l4 vl5 Exhibit I-34
EXHIBIT 1- Open Window Project DA
( 5) "Qualifying' entity11 means a nonprofit public benefit 501 (c)3 corporation operating in San Joaquin County for the purpose of conserving and protecting land in its natural, rural or agricultural condition. A qualifying entity shall have suitable accounting and reporting procedures to assist the City in preparing, the annual report described in Section g, below.
c. The A9iricultural Land Mi,tigatlon Program shaill apply to all, projects under the jurisdiction of the City of Stockton that wot.Jld result in the conversion o,fi agric.ultural land, as defined in tnis section, to a non-agricultural use, including residential, commercial, and industrial' development. The Agricultural Mitigation PliOgiram shall apply (whether thro-ugh an ln-li:eu fee- or in-kind direct purchase) to the• acquisition of agricultural mitigation lands (ofi equal or better quality to the land that is being converted) within the "Central Zone" of San Joaquin County [as defined in the San J. oaquin County Multi­ Species Habitat Conservation and Open Space Plan (SJMSCP} andl excluding the Primary Zone of the [)eltaJ1. The Agricultural Mitigation Program sha1II not apply to agriculrural activities and facili,tie-s. as defined by the: Develoipment Code or pm1ects within the SJMSCP' "No IPay Zorne" (see lh.),.
d. Fo·ri projects ofi forty (40): acres· or more, the ili1-kindi di'rect puITchase/acquisition of an agr1culrurall mitig-ation easement at a1 1: 1 ratio and dedicatio111i to a quail1ifytng. entity shall be required. The Owner/Developer/Successor shall pay th.e associated administrative., monitoring., and contingency costs identified in the fee st1LJdy,, subject to any i.nf1-a1tionary adjustments. '
For proj,ects of less than forty (40), acres, the Owner/Developer/Su,ccessor s.hal1t ha:ve the option to pay an in-lieu agricultural mitigation fee. Tne fee shall be determined by the fee schedui11e in effect om the date the firm� subdivfsi'on map is fried. the vesting tentative map, application is deenned complete, or the date a buil'ding· permit is i i
ssued,
as applicable.
e. Dedication of agricultural miti"gation land, or payment ofi in-lieu fees, shall be made· prior to tlhe recoridat:ion of a final subdivision map, except where a final map is processed to create p,arceJ:s that aire forty (40) acres or more i,n size for purpo,ses of resale and not intended for development Where a subdivision map is not required, the dedication shall occur or the fee shall be, collected before the issuance of building, permits. The filing of a parcel map, whr.ch does not result in the conversion of ag.ricultmal !land's, does not. require dedication or payment of in-l'ieUJ fees.. However, i:t Is the intent of this section that the division of property into paricels. of less than forty (acres) sh.all not be used to avoid dedication of mitigation lands that would otherwise be required!. lherefore, projects larger than forty (acres) that are subsequently divided into parcels less tlnani forty (40), aeries. are not cHgible to pay in-lieu fees. f. Agricultural' mitigation shall be at a ratio of ,:1 (1 acre of mitig,ation land per"acre of agricultural land' converted' to any other land use). The size of the dedica1ion or the amount off the in-li.eu fee shalli be cal'culated based on the acres within the subdivision classified as agricultural land. v\fhe.re a subdiviision map is not required, the foe shall be OAK #4850-7721-7314 vlS Exhibit l-35
EXHIBIT 1- Open Window Project DA
calculated based on the acres classified as agricultural land within the parcel for which the building permit is issued.
g1. Agricultural mitigation fees shall be placed ln a separate Agricultural Mitigation Fee account to avoid commlng!ing of ttie fees with the other funds of the City of Stockton. The fees may be temporarily invested. Such fees, along with any interest earning:s, shall: be used solely to pay for those uses described in the Nexus Study which shall include the following:
{1)' To pay for acquisition of agri:cultural mitigatron fands (of equ ,al o, better quali1y to the land that is being converted) within the "Central Zone" of San Joaquin County [as defined j.n the San Joaquin County Multi�Species Habita1t ConseNation aind Open Space Plan (SJMSCP) and excluding the Primary Zone of the Defta]. (2) To1 p·ay for transaction costs refatedl to, the acquis.mon of agiricultural mitigation 11ands ..
(3} To pay for ongoing monl"toiring and administrative costs related to tile ongoing stewardship of agricultural rmiti.gation lands.
(4l) To provide a cont�ngency for unexpected transaction costs or future legal costs required to mainta.i.n the telims of an agricultural· conservatio.n easemeint.

Agricultural conse.rvation fees may be expended by the City of Stockton or transferred to the Centrral Valley Farmland Trust, or otherr qualifying entity as determined by City Councill, for the purpose of acquiring agricu!tucal mitigation land. For funds transferred to the Cerntral Valley Farmland Trust, or a qualfying entity\ the, Clty shall transfer such fonds quarterly, provided funds are available irn the Agrrcultural: Mitigation Fee Account.

It i's perm[ssible to use agricultural mitigation fees. In order to obtain agriculturat mltigatiorn lands. in fee simple, provid�d the purpose is ta pface an agricul.turat conser:vatran easement 011 such lands, and make the larnds available by sale for agricultural use.
h. The· Agricuitural Mitigatran Program shall not apply to prnjects located in the 11No Pay Zone" as established in the San Joaquin County Multi•Species Habitat C.onse,rvatioin and Open Space Pllan (SJMSCP) compensatiorn zone maps.

I. The specific parcei(s) coriltaining a res.idential proJ1ect that provides affordable hous.ing and complies with the following (see De'Jelopment Code chapter 16.40 for specific development requiremefi'Jts) shall be exempt from the Agricultural Land Mitigation Program:

Consis.t of five or more dwelling units;
OAK#4850-7721-7314 vl5 Exhibit I-36
EXHIBIT 1- Open Window Project DA
Be available so that at least:

1. Twenty percent of the total number of proposed dwelling units are for lower- income household, as defined in Health and Safety Code section 50079.5; and/or

2. Ten percent of the total number of proposed dwelling units are for very low- rrncome households, as defined in Health and Safety Code section 50105.

Thts exemption shall appl'y exclusively to the net parcel area on which the affordable tmusing project [s l iocated and: shall not appl'y- to any other parcel's within the same subdivision, planned development. Master Oevel:oprment Plan, Specific Plan, or other commonl'y owned or planned areas.
j. Stacking of habitat easements on top of existing agricultural easements is allowablle witlh co,ncurrence f:mrm San Joaq11Jin Council of Governments and the quailifying· entity administering the ag·ricultural easement. k. Agiri•cultmal easements shall be estali.Jlishedl ini perpetuity.

I. Proj,ects that qualify to pa,y the ilil�li.eu fee shall be subject to a 2 .5% administration fee. In addition, agrlcultmal mitigation fees shall not be eligible for the "Deferred Payment''' optiolil set forthi in Section G.
m. The City shall1 report to the- City Council on;ce eact1 fiscal year concerning the fees and accounts, including any portions . of fees remaining unexpended! or UJncommittedl five (5) or more years a:fter deposit. The City Council shall' make finding1s once each fiiscal year with respect to an,y porlion of the fee remaining, unexpended or uncormmrnted: in i!ts account five (5). or rrnore years aifiter deposlt of the fee, to ldentify the pu:�pose to which the fee is put, andJ to demonstrate a reasonable reration:shlp between the fee a.nd the pl!.1.rpose for which lt was charge.d.

A refund of unexpended or uncommitted fee revenue for which a need canoot be demons1mted,. ak,ng with accrued interest may be made to the current owner(s.) of the development project(s) by the City on a proriated basis. The City may refund unexpended and u:ncammitted fee revem.ie that has been foun·d by the City Council. to be· no longer needed, by d;rect payment or by off�setting other obliigations owed to the C:ity by the curre·nt owner(s) of the development priojects.(s).

If the adm!nl:sttrative costs of reft.mding ut1expended and uncommitted revenues collec1ed purs1Uant to this program exceed the amount to be refunded, City, after a public hearing, for wl1ich notice has been p.ubHsfi1edi piursuant to Goverrn't1ent Code Section 6061 ancll posted in three prominent places within the area of the development project, may determine that the revenues shall be allocated for some other purpose for whi.ch the fee is collected subject to thi's Chapter that serves the proJect on which the fee was origirlally impos.ed.

OAK #4850-7721-7314 vl5 Exhibit 1-37
EXHIBIT 1- Open Window Project DA
B. Place of Colle-ction
The COD totals the fees as determined by the appropriate departments and informs the applicant of the amounts of the total and its components. The applicant pays the SJMSCP fee directly to SJ COG, Inc. and then brings a receipt or voucher of payment to the City as prooi of payment prf.or to the is.suance of the building permit. The applicant pays aH other fees simultaneously with the issuance of the permit unless the app,lica:nt qualifies for and etects to defer payment ofi the fees a.s explained below.

C. Deferred Payment - Non�Resldential
Rather than payirig "development fees" at fne time a bui!diing permit is. fssued, the, devetoper who has qualified the project as a. ''qualified protect '' with the City Manag.er's Office, Economic Development Div.isiofil, may elect to defer payment of all o.r a portiion of those fees with the exception of surface wati:eli supply fee, air quality miitigatio,n fee:, SJMSCP IFee, Regio:nal Transpo,taition Impact Fee, San Joaquin County Facilities Fee1, and Agricultu1ral Mltig;ation Fees.

1. Definitions
a. A "qrualifi-ed project" ls defined as a commercfal,, oftiice, or irndustriallwarehol!Jse project on one parcel, of land or a gro:up of rn;on-residential contiguous parcels ti..md:er the same ownership,; and
b. An 11EnifteJpri.se- Zon:e project is any project which is within the definition above and located wilhirn the boundaries of trn.e Enterprise Zone as exi'sfing or h-ereaier amended
c. 11Development fees" include the following:
2 ..

Pu1blic Facilities Fee (less Surface w·ater Suppily Fee, Aili Quality Miti'ga:fion Fee, SJMSCP Fee, Regional Transportation Impact !Fee, San Joaquin County Fadt.iti:es Fee.,, ariid Agric.u�ruiral Mitlg:ationi Fee) (S,M.C. 16.72.260) Waste,water Fee (S.M.C. 13.12' .. 010)1
Water Fee (S.M.C. 13.04.010),
Traffic Signal F'ee (S.M.C .. 16.72.140)
DeJer-ral of Fees
a. For a ltqualified pmjed,"' if the totali amount of "development fees 11 due and payable at the time- of i'ssuance. of a bufilding permit or multiple permi·ts i:ssued concurrently for a p.roject exceedls $100,D00, the prnperty owner nf)ay enter, into- a Deferred Payment Agreement with the City to pay ten percent {10%) of those fees at the time the building permit is iss.ued with the remaining ninety percent (90%) to be 1Paid in equal installments over the next tie1n (10) years (or l !
ess at the property owne:f's option
except that wastewater and water fees shall be paid in full within five (5} years).

OAK#4850-772l-7314 vl5 Exhibit I-38
EXHIBIT 1- Open Window Project DA
b. For an "Enterprise Zone pro)ect, 11 if the total amount of 11development fees" due and payable at the time of issuance of a building permit, or multiple permits issued concurrently for a project, exceeds $20,000, the property owner may enter into a Deferred Payment Agre.ement with the City for payment of any amount of ''development fees" with an rnitlal payment at time of issuance of the bulldtng permit of na,t less than twenty percent (20%) of those fees and the remaining eighty percent (80%) paid in equal annual hnstall'ments, over a period of five (6), years (or less, at the owner's election) or pay ten percent PD%} of those fees at the time the building permit is issued with the remaining lilinety percent (90%) to be paid in equal' instaHments over the next ten (10) years (or less at the property owner's option except that wastewater and water fees shall be paid: it1 full within five (5) years).
c. There rs also the possibiHty to defer fees, if the total amo,unt of 1'devetopment fees" due and payable Is $ ,20,000 or greater but less than $100,000 as sel forth in Appendix E attached hereto and incorporated! herein.

3. a. For a "qualified pirojecl, 11 fille property owner shall, as security for repaymentr execute: and dem1ver a deed of trust oni quamfledl project pro�erty to, be recmded In the San Joaquin County land records, and execute a promissory note evidle·ncin.g the obligation and terms of repayme·nt. On a case by case basis, adequate security acceptable to the C;ty and equal to the unpaid balance may be pro,vided. b. For 111Enterprise Zone proJects," the property owner sh:all, as security t'or repayme.rnt, execute and dem:ver a deed of trust on qualified project property to be recorded in the San Joaquin Go.unty land records, a11d ex-ecute a promiss.ory note evidencing the- obligati,on and terms of repayment

4. Repayment. Terms.
a. lrnterest: The unpaid balance of the fees s.hall be subject to interest and collection cha1rg,es. The annu1al Interest rate 1.Jvill be equal to the• 11th Dvstrict Cost of Funds plus 1% (100 basis points) adjusted every July. For "Enterprise Zone projects" with a tlve (5) year or less. payback period, interest shall beg.in to accrue on the first anniversary of the ag,reement.
b. Due on Trainsfe.r: The unpaid balance together with accrued interest shan be due and payable tn foll upo.n the sale or any o,ther t�ansfer: of the property. c. Recording and Prncessing Fees; All such fees shall be paid by the owner or applicant.

OAK #4850-7721-7314 vl5 Exhibit 1-39
EXHIBIT 1- Open Window Project DA

5. Processing Deferred Fe·e Requests
a. For "qualified projects," and "Enterprise Zone proj;ects," ani application shall be submitted to tlhe Revitalizatiorn Department for review, processing, andl determination of eligibility.
b. The applicant s,haH provide, with the applrcation, a preliminary ti:t!e report, legal description of th1e· property, aind a brief description of the project c. If the project i's eligible, the Revitalization Department shall prepare the agreement and s.ecuri1ty documents for review and execution. The executed documents shall be lietunned to thie Revitalizatf:on Department for processing. Once the deferral agireerment is executed: by the Gity and the security documents, have llleen, aoproved and/or recorded, the Revitalization Department will issue a notice to tlhe COD to proceed wi1th issua1 nce of the bu:ildling permit(s},1. stating the amount of fees to be collected at issuance, andl de.fe.rrai1· of the balance of the developmentfees.

6.. Rede,lelopment Agency Deferra1l Authority· for Nor:iresidentiaf Goveli'nme,n;tal Uses/Tenancies
The Redevelopmentt Agerncy o.f the City. ofi' Stockton Is a1Uthorized: to offer add:ifo:mal, fee deferral opportunme;s irn connectiorn with the redev,elloprnent of the City's downtown for md!evelopmenit projects involving government office. uses/tenancies tha1tt me.et alt of the following cr,iteria: Co111sist of office f:aicilliti:es of 25,000 square· feet or grea,fer; require a conditional wse. peITTTiit �i1.e., for a u ,se not permitted outrigiht),; are tocated: along the Stockton Channell Area; arnd are cornstru:cted as a multiple (not s, fngl.'e,) story buildihg.

The defe.r,raii afforded the. R:edevelopment Agency pursuant to this provision sha11l all'ow fori a deferrial of up to 100% of the development fees (as defined in this sectiion) for a maximum period off u.pi to 65 year,s and slhall incl'ude an o.pti'on, a:s determined! by staff on a case by ca,se basis ,, of no• requlried do11m payment and an interiesf rate as low as 0% on the deferred JPrin.cipal.

D. De:ferred P·ayment - Low/Modie,rate fncome Residential Rather than pay,ing "developrnenit fees" at· the time a buHding permit is issued, the devebperi, who has pre-qualified his 11qualified restde1i1,tfal proj:ect" with th. e Revitalization
Depa.rtme•nt of the City, may elect to defer payment of al:! or a portion of those frees (except for the RegJo,nail Transportation Impact Fee, San J'oaquin County Facilities Fee, Ag-ricu1tural Mitigation Fee, Aili Qualrity MiUgation Fee, Surface W'ater Sup,ply Fee, and SJMSCP Fee)1,
1 .. Definiti'ons
A "qualified! residenti.al project/ as certi'fiied by thie Revi.talizaUoni Department, is defined as either;
OAK#4850-7721-7314 vl5 Exhibit I-40
EXHIBIT 1- Open Window Project DA
a. A sing1le-family housing project consis1i,ng of one or more homes on one or more lots within an approved subdivision under the same ownership. Single-family home projects must be sold to owner-occupied 1 first-time home buyers whose combined family income is equal to or less than 100% of the median income for the Stockton Metropolitan Statistical Area as contained in HUD's Section B Housing Program Income Limits as adjusted from time to time. The home purchase price shall not exceed the FHA limit for home mortgages without mutual mortgage Insurance as adj;usted from time to time. b. A mul:ti-family housing project consisting of any new construction project meeting the de·finition of a "low rent housing. project'' as contained in Article XXXIV of the California Constitution requiring local, voter approvat or any other project utilizing local, state, anid/or federal fund's in whole or in parl in 1he acq\!Jlisitl!on or construction of said project.
"Development !Fees" shall be defined as:

2. Public FaclliUes Fee (less Surface Water Suppty Fee, Air Quatity Mi.tigation Fee, SJMSCP Fee, Regional Transportaition lmpa:ct Fee, San Joaqui1n County Facilities Fee, andl Agricultural Mitigation Fee} (8,M.C. 16.72.260)' Parik!and Fee (S.M.C. 16.72. 160)
lra:ffiic Sig1nal Fee (S.M.C. 16.72.140)
Wastewater Fee (S.M.C. 13.12.010)
Waier Connection Fee (S.M.C. 13.04.010),
IDeferra.l aind !Repayment
Development fees for "qualified re.sidenitia1 pmjects11 shall be deferred durrng the period the project is under construction. In the case of a single-tami11Y pmject, fees deferred sha.11 be icollectedl without interest at hhe time p.ermanent take-out financi1lilg: is put in p,lace as part of the closing1 transaction for the purcli1ase of the home by the qualified buyer. l,n the case of multl-famUy projects, fees deferred shall be collected wi>thout interest prr,or to finail approvaf of the· Bul-lding Perrrnl,t and tssuanc.e of a Certificate of Occupancy.

3.. Securi;ty
All development fees deferred for "qualified residential proiects" shall be secured by re.corded liems or deeds of triwst encumbering· eaclh t:ot of record involved with the project. Said liens or deeds of trust shall be recorded prior to issuance of Buil'di11g Pemnits and shall be secondary only to deeds of trust associated with acquisi1tio.n or construction financing. Full or partial recorweyance of encumbrances shall be issued by the Ci1ty at the t-ime "development fees" are paid. All document preparation and recording fees shall be paid by developer or property owner applying for the fee deferral.

OAK#4850-7721-7314 v15 Exhibit 1-41
EXHIBIT 1- Open Window Project DA

4. Penalty
All development fees deferred pursuant to this program shall be subject to a penalty If the single-family home projects are not sold to buyers meetin.g the income qualifications or if the purchase price exceeds the maximum allowed. tn the case of multl' •family
projects, a penalty wrll be, assessed! if. foHowr.ng initial approval, the project is restructured so as not to meet the definition of a low rent housing project or refinanced so as not to include public funds as containedl in the definition of a "qualified residential project." The penalty assessed shall: be iin the form of. an interest payment equai to the 11th District Cost of Funds plus 1% (100 basis. points) adjusted every July computed from the date the fee is deferred: unW totally rep,aid.

5. Processing Deferred! Feo Requests
Develo,pers or owners of "qualrned residetl!Ual projects" shall make application foli the deferm1ent of fees to
the Revitalization IDepartmernt. In the case· of s.ingle-famHy hm.J!s.ing projects, the content of the application shall be a list of alt fees appticable 1o th.e p-roJect a.s calculated by the COD. In addition, the· appli'cant shal:I submit a brief description of th1e pro.Ject profiHn,g the type of buye� expected to re·s:ide within the project. Thi's shall include· projected annual in.come of home buyers, and proj;ected sale prices.

For "qualified multi-familiy projects,'' th.e developer: ori applicant shall submit a pmject' proforma and financial feasibility, analysis that fncludes sources of all financin1g associated wrnh me project; projected rrents for the proj,ect; o,peratlng marntenance; and dlebt. seTVice costs. associaifed with tlhe. project.. The application shalil also. incri�ide a prel.irnrnary m1e report and l:egal descriptiion,. The Revitaliza:fio.in Department shalfi revrew the inforimatiorn sru1bmi1ted and make a determination a:s to whether the project meets the cri1te1d.a for ai deferral of fees. For those p:roJects meeting the above�mentioned cri1teria, the Revitaiizati:on Department will prepa,re a IDevelopmernt Fee Defe.rralI Agreement atong, w�th a security document consisting of a liein or deed of trust to be executed by the applicant andi reh.1rned to tlhe City fior processing1 •• Once the defe:rral agreement is executed b,r the City and the S
;ecurity document has been recoirded, the Revritallzatiotn Department will is.sue a 111otice to the CDD to p,roceed with the deferral of the development fees and. the issuance of the Bu:ildli:ng P·erm1t.

6. Co,flection
In the case of single-fami;ly housing· priojects, development fees shall be collect.ed as part of the salies transaction between: developer and qua'1,fied home purchaser.

Development fees shall1 be paid to, the City out of the proceeds of the pe-rmane.nt take­ out loan. At the time the sales fra.nsadio,n takes. place, the developer or escrow company sha!J submit an appropriate docll.l:ment to the Revital'!zation Department evidencing that the pro.posed buyer meets the income quaHfications and the pmchase price o-f the home is within th1:} max.imurm amount allo"ved. Evidence oft satisfying thi:s criteria wil!I include a c�py of the purchase agreement and copies of the buyers last three years in.come tax retwrns. The Revitaliza -tion Department will review thl,s information a.nd make a final determination as to the buyer's el1lgibi!ity. The Revitalization Department will deterrmi'ne wlhether the development foe repayment OAK #4850-7721-7314 v15 Exhibit I-42
EXHIBIT 1- Open Window Project DA
amount will include an interest payment as a penalty and submit this demand to the escrow agent along with reconveyance documents. The escrow company wi II collect and remit to the appropriate demand and transmit it to the Revitalization Department for processing.

In the case of multi-f.amU:y projects prior to the Issuance of a Certificate of Occupancy or the placement of permanent �ake.-out financing for the projecf, the developer shall submit evidence that long-te,rm financing agreements have been executed with public entities th�1 contain provisions and assurances that the project will remain affordable to lower-income tenants during the d.mation of the. finance period. Upon review and approval of such documents, the Revitalization Department will calculate the approprrate repayment amount and fo!il'ow tine remainder of the, procedures as d:escr.ibed above.

E. Ref1amds.

Refunds, l'ess the administrative fee, will be made according to City procedures.

II.

A.

EXPENDITURES
Capital l:mprovement Program
State law re(l:Uires that development fees be imposed only when1 the nature of the faidllties to accommodate ·the development has. been. idlentified and the cost of these facilities estimated. Fulithermore, the City· m.us,t account for the use of the funds. ln order to fulfill this requirement, tine City has undertaken a number of studies analyzing public facility needs a.ndlor the rn,eecl for compensati:on measures to offset the impacts of future development. The intent of Appendix A is to list the various types of p•ublic faciilities and compensations governed by these administrative guidelines and' the respective authority that establfslneel the. needs for facility type. The referenced authority does include specific publfc facilities scheduled for partial and/ortuU funding by the pubfic facilities fee as well a.s guid!elines for use of the SJMSCP fee component of the public facilities tees.

Projects to, be constructed by the City iin the next five years are included in the City's Capital Improvements Program (GIP).. This includes projects to accommodate new development and ta cure existing1 deficiencies.

Beg•inning witlh tt,e 199f}-91 tis.cal! yeair, the fiacilities listed in Appendix A. (ini its updated forrn) wiU be reviewed and those proiects planned for construction within five years will be fncluded in the City's CII? budget. lihe City's CIP budget will al.so Include:

1. Projects scheduled for consbuction by developers within the next fiscal year and funded with a combination of developer and City funds.

2. Projects which have been constructed by the developer that have City Counci'I approved rnlrn1bursement agreements and funds have been scheduled! to be paid to the developer in the next fiscal year(s) based OAK #4850-7721-7314 vlS Exhibit 1-43
EXHIBIT 1- Open Window Project DA
B.
upon avaHable City funding. For reimbursement purposes, the City will set aside, for each fee area and facility type, 25' percent of the fees collected (minus credi,ts) in the prior year. Any unexpended portion of the 25, percent reimbursement set aside wilt be carried over for one year only.

3. Projects which have been constructed by the developer that have City Council approved reimbursement agreements for which• no funds have been scheduled to be paid to the developer in the next fiscal year due to lack of funds.. It is the intent of this provision that all projects that have City Council app,roved reimbursement agreements shall be included l'n the City's GIP budget and in order of priority based upon the effective date of the reimbursement agreement.

Budgeting for Propos.ed Projects
At the trrne thait an actual appropriation for a project is requested, either during the annual budget prepa:rationi ori as an, apprnpriation during the fiscal year., the foll'owing. informatim, rnust be provided as part of the request:

1. To insu.lie satisfaction: of the nexus r,equiremenfi, identify the proposedi project as being one of the Couricil projects ir,itended to be provided by the pt:Jblic fall:ilities fees or, within the adopted guidelines for use of SJMSCP fees. See Appendix A

2. Docrurnent the percentage of cost,, if any, of the. pro.posed project that is to correct existing deficiencies. Reference to an ana!'ysis tlhat may be hnclUd'ed as part of Appendix A would! satisfy· thJs requirement.

3. Be s pecific irn ld'entifyii1g the source of funding for th.e prroposed project.

For the percentage that is approved for e.xpenditure· ofi' public facilities fees other than SJMSCP fees, it is necessary that the facil'i'ty type be identified fort each portion of the appropriatiolil. This l's necessar,y because the revenues are being collected for each facrlity typ.e and are be•ing accou111ted for b y specific facility type. For the. pericentage that Is dete.rrnined to correct existing de.ficienci"es, iderntiify speci'filcall:y the other sou.rice of funds.

4. Check with the Administraiive Services Depairtment to determine if sufflcle.nt funds are available i'n the correct accounts for tl'le necessary appropriations. The amount available wm includ!e the, furnd ba1l:an.ce-, less any amounts already appropriated or otherwise encumbered, plus es.tiimated r,evenues. The COD and Public Wark:s Departments will provide the Administrative Services Department with p.roiedions of estimated revenues from public facilities fees. by facil:ity type and fe.e area.

OAK#4850-7721-7314 vl5 Exhibit 1-44
EXHIBIT 1- Open Window Project DA
C. Existing Deficiencies
The adoption of the Public Facilities Fee program require the City to correct existing deficiencies. It is the intention of the City to appropriate funds each year such that at the end of each year, the cumulative appropriations will meet a. defined proportion of the total cost of correcting deficiencies. This proportion shall be calclJlated as the ratio of the number of years after 1.987.88 (the number of years the fee program has been in effect) to the 20 years throug:h the 2007-08 fiscal year. In other words, it is the City's intention that funds to correct the deficiencies will be pmvided by the 2007•08 fiscal year at arn approximate rate of one•twernii.eth each year. Existing deficiencies will be funded by general funds and/or bond issues (net of iss,uance co,sts).

D. Deveroper, In Lieu Improvements
New development is responsible fot all publi·c facilities that arie needed as a result of new deve.lop,ment. Thi·s incl ·udes all improvements that are requured by the subdivision and public ilil't,provement ordinances or identified as bei'ng necessariy to satisfy mitigation measures for the project. There may be situaiUans where a deveioperi will incur the cost of a facility whi'ch corrects an existing City deficiency or seNes othe-r develnpmer1it.

Therefore·, under those corilditiolils, developers wm receive a lieimbursement in the form of criedits 0r cash, plus interest ait the rate equal to the 11th Dishict Cost ofi Funds from the da.te tine improvements are a1ccepted by the Clty1, consistent wuth the City Council approved reimbursement agreement. Developers d:edk:ating the land anid/o,r constlilucting these ·facili'tiies will be eligible for credit/ reimbu!isement as outlined in tfnese adminlstrativ.e guidelfnes. Construction co,sts, design oosts.1, andJ fees for plan checking and inspection,, etc .. , are eli.gible for credit/reirnbUJrsernent.

A credit/reJrnbuirsement wiU be given to the deve.loper to offset the public facilitfes fee for that type of facility imposed on subsequent dav,elopment of the parcel. In other wo.rds 1 a street irnpmv.emeint cost will' onl,y he subject to credit/refmbursement against the street impmvement fee,,
The arnournt of credi;t./rei'mbursement shall be as outlined below for each of the appropriate fees:

Librauies, Community Recreation Centers,
Fire Stations, & Parks:

If the developer only dedicates the land for tlnese facilities,. it is. eligible for a partial' credit/reimbms.ement equal to, the percentage of the fee that is need'ed to acquire the land. As an example, if 50% of tine parkland fee ls to acquire rand for parks., a developer that dedicates the land will be elig,ibre for a 50% credit against i,ts parrkland fee for pe.rmit.s within its devel:opment. The• developer is also elfgibl1e to be re.imbursed for 50% of the, parkla1nd fees from other devel1opments within tine service area of the park.

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In the• case of parkland, the value of the land dedicated shalil be the value of land used to calculate the parkland fee in effec1 on the date the land Is accepted by 1he City Council.
. if th:e devetoper also constructs one of these facifities, it ls eligibl'e for a full credit/reimbursement of the fee for permits within its development, and reimbursement oft.he fees from other developments within the service area of the facmty.

The· sanita1ry sewer connection fee is composed of the following components: (1) treatment, (2) existing collection system, andl (3,) tuture collectlon sys1ems.

If tl1e developer constructs a completely new collectl'on system in accolidance wiith the Master Pian, conveying wastewater fr.om the developed parcel to the City of Stockton Wastewater Control Facility on Navy Drive, w�thout use of any p,o,rtioni of tlhe existing1 CltY' sanitary seweri systerm, developer is. eligibl1e for a full creditflieimbursement within its development of compolilents (2} existing collection sysffern and (3), fiuture collection systems, 0f the connection fee. The developer is also emgible for reimburs.ement of a portioni of the fee torr both ex�stin.g and future collection systems from other devel'opments witlnin tlhe service arreai of the collecti-on system improvements.

If. the developeri connects to the existing collection system and instalr.s· mains. in accordance with the. Master Plan,, devel.operi is eli'gible for a full cred'it/reimbursement withii'n its development of component (3) of the co.nnection fee-future collection systems. The developer is also elig.fble for reimbursement of a po1tiorn CJf ihe tee for fiu.Wre co�lection syst.ems frionn other developments within tlhe se1vice ar,ea of 1he collection system irmprovement.

Im no case �!illi the reimburs.emernt autho.rized under this sec�:on of the Administraitive Guide.lines exceed the cost of the eligible sanitary sewer improvements constructed by the devel'oper.

If the developer constructs a portion of the water system in accordance with the Master Plan, �t is eligible for a full crediVreimburs.ement within its development for the fiee for that. portion of the cost which repres.e.nts water tra.nsnnissiorn mains installed which exceed the reql!Jirements of the individU1al development as determined by the City. The developer is also eligible for reimbursement in accordance with the- City's Waterr Rates and Reg1ulatio11:s.

Street Improvements·:

If the developer constructs a portion of the street improvements withi,n and ad�acent to its project which are coverredi by the fee, it is eligible for a 50% OAK #4850-7721-7314 vl5 Exhibit 1-46
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credit/reimbursement on build 1119, permits within its development until the full cost of the Improvements have been recovered. The 50% credit is necessary since only approximately 33% of the total street improvements covered by the fee are adjacent to or within undevetoped properties. The remaining improvements are freeway-related improvemernts, rrailroad gra:de separations, and street improvements adjacent to developed properties. Without the City retaining 50% of the fees, sufficient revenue would not be generated to fund the necessary freeway, railroad grade se.parations, and street Improvements adjacent to developed properties.

If the developer constructs a portion of the street improvements outside and not adjacent to its development, it is elig,ible for a 100% credi t
/reimbursement on
buildi-ng permits until the tun cost of the irnprovement has been recovered.

Re-fer to Appendix 8 fori specifics on reimbursements for developer constructed street improvements. Aliso,, refer to Ap.pend'ix Con the procedures to be followed where past developmelilts made sign.i'fficant street improvements and th.e development is not compl'etely built out.

The devetoper shall submiti a detailed cost breakdown of the public facilities to be constructed and/or the land to be dedicated for the public facilities. The cost breakdown shall also include the timing, of the various improvermenits. In ad,dition, the· devel.oper shall surbmlt a, yearly schedul'e of pro!ected building permits through ful.t build-out ofi the project The- developer shall enter the priojectedl buil:ding permits, applicable fees, ccist breakdown., interest and tln.e pro.poset1f spreadl o,f credits/rermbursements Info a spreadsheet compatible with City-used software,_
The spre-adsheet shall, be reviewed and approved by the Pubtic Works Department.

Upon appro·11a!, the developer. shaN pmvid'e a copy of the spreadsheet compatible with City�used sa.ftwa�e. The spreadsheet shall be· updated! by the developer and reviewed and appro\led by the Public Works Department a.t least once a year. The value of the land and improvements slnall not be adjusted for inflation or deflation, but the applicable fees shall be adijusted to the current fee and projected ahead i11 constant do.liars.

The City shall enter into a creditlreirrnbursement agreement with -the developB.r. The agreement slhall provide torr the credit/re.imbms-ement to the developer from fees generated within the project and citywidie. The timing and method of payment (credit/reimbursement) will be negotiated andl included as part of the s!Llbdivision agreement or as approved by tine City Council when the improvements are accepted. lf the improvements are financed by an assessment dlistri.ct (including, Meno-Roos), credits may be given to the individual' prope-rty owner and/or reimbursement shall be made to the district. The proposed spread of criedlfts/reimbursement must also be approved by the City Council prl.or to the subdivision Improvements being1 accepted by the City Council.

If the credit/reimbursement agreement i· s subnnitted for approval by the City Council prior to the i,nstallation of the improvements, th1e- costs will be based upon estimates.

Upon completion of the improvements.,, the credit/ r,eimbursement ag_reement wiH be OAK #4850-7721-7314 vlS Exhibit I-47
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resubmitted to the City Council for approval prior to subdivision improvements being accepted.

If the developer has pulled building permits and paid public facility fees prior to the credits/reimbursement agreement being approved by the City Council, the developer will only recei,ve credits/reimbursements on future permits. No refund's will be processed for the fees paid prior to the credlf/reimbursement ag.reement belng approved by the City Council.

When the various fees arie adjusted by the City Council, the total amount to be credited/reimbursed does not change, but the amount of credlt/reimburseme11t to be appll:ed to an lndivldual building' permit wlll be adjusted. For example, if a fee was originally $1000 ar:-rd the developer receives a, 50% credit or reinnbursement, when the fee rncreases to $1100, the developer will still receive a 50% credit or reimbursernent but it will be $550 versus the original $500.

The develope,r has the option, to be determined at the time of the reimbUJrsement agreement, of receMng credlls wlhen the building' permits are issued or accunnulatirng these credits and receMng a , lump sum reimbursement at the end of each quarter, based upon cl'aims made by the develbper.

E. Use of Administra,tive Funds
The funds in the adm!nlstrative account are not used for studies and/or administration for specific improvements or types of i:mprovements. Such expenses are charged to the account for that type of facility1 i.e.,, a traffic analysis charged to the Street llrmprovements ac�ounts. However, administrative funds may be l!Jsedl for pl.anning studies, such as a City initiated genera! plan revision. The funds in the admi'nistrative account are not used to c.over tt)e cost ofi reviewing projects; nor are funds: from any other fee account used for this purpose. 1he funds may be used tor both consultant and staff costs. Staff costs are calculated based on time card entries. 111. ANNUAL REPORT
A. Fiscal Year Summary
An annual report olil the d'evelopmentt fee- program is prepared. The first portion of the report, the fiscal yaar summary, Is prepared reasonably soon after the end of the fiscal ye,ar, a.s accountln� Information beconnes avaifable. This parti'on of the report h1cludes the following information.
1,. Account Balances - lhe information includes f
i
scal year reve.nues and the
accumulated balance for each account.

2. Improvements - Tl1e report includes, for each account and subaccount, except the SJMSCP Account, the following: the constructed improvements and a p.rojectio,n of ihe funds to be collected in each of the next five years; when the next project (or projects} will be. able, to be funded; and the proposed projects to be undertaken in the OAK #4850-7721-7314 vl5 Exhibit I-48
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next five years. lhe latter Information is in a form appropriate for integration into the Capital l'mprovements Program. For the SJMSCP Account, the annual report will be provided by SJCOG, Inc.

3. Administration Fund - The revenues to the a.dministratron account are compared with fhe administration expenses incurred, both for the past fis-cal year and for an appropriate longer period of time. Both future projected! revelilues and expenses are also Included l'r1 the report, along with a recommendation either to retal11 the current level of administrative component of the fee, or to adjust it up or down.

4. Existing Deficiencies - The expenditures to cure existing deficiencies are set forth, both for the fi:scal yea:r and cumulati1vely, These expenditures are compared with the commitment to cure existing deficiencies on at least a plio riata ba.sfs between 19188 and the presemt.

5. Relmbl!Jrserment Ag1reements � The. report includes,, fo,r each agrreement, the to.llowing: tthe constructed Improvements; the tofial cast of the improvement indud�ng land; all accrl!.l.ed lnter;es,t; the outstanding bal:ance: and: the projected creditfreimbl:Jrsement and soulice of revenue.

B. Fee Re•view anid! Adjustment
The second IPOrtian of the annual rep,ort is prepared thliee or four months before the start of the a::alendar year. This. report l's subm�tted to the City Council' along with recommendations so that. action can be taken no, l·ater tha1i11 60 days befo-re the sfart: of the calendar year, allowing the adjusted fees to become effective on or, about January 1. Thl-s portion of the report include.s tine following1 information.

1. [nflatron Adiustments � The report presents informati,oni orri tine inifilation rate du;ri.ng the prii10r calendar year as determined by the constructio.n cost index of the Engineering News Record publication. The rate. of inflation (or deflation) is applied to the fees to determine, the fees for the subsequent year. A land cost index will be used to adjust the land cost portion of the fees.

2. Reimbursement Agrocmonts Adjustments - Tne report presents information on the credits-/relmbursements due devel:opers. for the. subseqiuent year. Since the developers are elig1ible for credits/reimbursements pl'us interest, the fees shatl be adjusted to co.ver this additional expense,

3. Special Studies or Information - From tirme to time,, new info.rmati.on wil.l be come avail1ablie regarding the -facllltles needed to accommodate new development and the·ir cost. lf this information is. different from that upon vihi'ch the fees are currently based, the information should be documented along with calcul1ations thal determine the appropriate new fee• tevel.

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4. Findings - The report sets forth findings suitable for adoption by the City Council determining that, except for the adjustments listed, the prior findings on which the current fees are-based are stlll sufficienlly accurate.

Adopted Feb. 12, 1991: (Resolullon No. 91-0119);
Amended Jan. 23, 2007 (Resolution No, 07-0040);
Amended _____ (Resotutnon No. __ • ____ ),
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