City Council and Concurrent Authorities
April 19, 2022

10.0 GREENHOUSE GAS EMISSIONS
Impact GHG-1: Project GHG Construction Emissions and Consistency with Applicable Plans and Policies. This is a potentially significant impact.

Exhibit 3 - Findings and MMRP Revised 1579
Impact/Mitigation Measures Implementation Responsibility Monitoring/Reporting Responsibility
CEQA Finding,
Significance with
Mitigation,
Sources
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Appendix, Page 6 GHG-1: The project shall implement the Off-Road Vehicles Best Management Practices specified in the Stockton Climate Action Plan.

At least three (3) percent of the construction vehicle and equipment fleet shall be powered by electricity. Construction equipment and vehicles shall not idle their engines for longer than three (3) minutes.

The ODS’ Engineer will be
responsible for incorporating
these requirements in the
project plans and specifications. The contractor will
be responsible for
periodically reporting
compliance with these
conditions to the
Community Development
Department.

The City will be responsible for
overseeing implementation of these
requirements and review and
acceptance of written reports.
3, SU
Rationale: DEIR
Pages 10-9

11.0 HAZARDS
There are no significant or potentially significant impacts in this issue area.

12.0 HYDROLOGY AND WATER QUALITY
There are no potentially significant or significant impacts in this issue area.

13.0 LAND USE AND PLANNING
There are no potentially significant or significant impacts in this issue area.

14.0 NOISE
Increase in Noise Levels in Excess of Standards-Traffic. This is a significant issue.

None available 3, SU
Rationale: DEIR
Exhibit 3 - Findings and MMRP Revised 1580
Impact/Mitigation Measures Implementation Responsibility Monitoring/Reporting Responsibility
CEQA Finding,
Significance with
Mitigation,
Sources
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Appendix, Page 7 Pages 14-9 to
14-10
Increase in Noise Levels in Excess of Standards-Other Project Noise. This is a potentially significant issue.

NOISE-1: Sound walls and/or berms 10 feet in height shall be required where existing residential uses or residentially zoned areas are located adjacent to the project site. Figure 3 of the project noise study (Figure 14-2 of this EIR the DEIR) shows the locations of the recommended sound walls based on the proposed conceptual plan. Where openings in sound walls occur for access or emergency access, solid gates shall be installed. 10-foot sound walls are expected to provide a 10 dB reduction in noise levels. Site plan modifications, and/or additional noise analysis by a qualified acoustical consultant may warrant changes to these requirements, assuming that compliance with City noise standards is maintained.

The ODS engineer will be
responsible for incorporating
noise wall requirements in
the project plans and
specifications. The ODS will
be responsible for retaining
a noise consultant to review
and recommend alternative
noise wall requirements as
appropriate.

The Community Development
Department will be responsible for
ensuring that noise wall requirements
are met in project plans and
specifications and for review and
approval of any proposed noise wall
modifications,
1, NS
Rationale: DEIR
Pages 14-10 to
14-11
Increase in Noise Levels in Excess of Standards-Construction. This is a potentially significant issue.

NOISE-2: Construction activities associated with the project shall adhere to the requirements of the City of Stockton Municipal Code with respect to hours of operation. The applicant shall ordinarily limit construction activities to the hours of 7:00 a.m. to 7:00 p.m., Monday through Saturday. No construction shall occur on Sundays or national holidays without a written permit from the City. All construction equipment shall be in good working order and shall be fitted with factory-equipped mufflers.

The ODS engineer will be
responsible for incorporating
these requirements in the
project plans and
specifications. The
Contractor will be
responsible for conformance
with noise requirements.

The Community Development
Department will be responsible for
monitoring compliance with these
requirements.
1, NS
Rationale: DEIR
Pages 14-11 to
14-12

15.0 PUBLIC SERVICES AND RECREATION
Exhibit 3 - Findings and MMRP Revised 1581
Impact/Mitigation Measures Implementation Responsibility Monitoring/Reporting Responsibility
CEQA Finding,
Significance with
Mitigation,
Sources
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Appendix, Page 8 There are no potentially significant or significant impacts in this issue area.

16.0 TRANSPORTATION
Motor Vehicle Transportation Plans-Intersections. The project would have no significant effects in this issue are. The project traffic study recommends the following roadway improvements
RECOMMENDED TRANSPORTATION IMPROVEMENTS.

RTI #1: The project applicant should contribute fair-share costs to an improvement on the Mariposa Road and 8
th Street/Farmington Road
intersection that would split the northeast-bound combined through/right-turn lane into an exclusive northeast-bound through lane and a “free” northeast-bound-to-southeast-bound right-turn lane.

Existing pavement width is considered adequate to accommodate this improvement.

RTI #2: The project applicant should contribute fair-share costs to an improvement on the Mariposa Road and Carpenter Road intersection that would widen the northeast-bound Carpenter Road approach to include an exclusive northeast-bound-to northwest-bound left-turn lane, and a combined through/right-turn lane. (See also Mitigation Measure AIR-1 in Chapter 6.0, Air Quality.)
The ODS should pay
proportionate share costs or
signal design and
construction as appropriate.

The Public Works Department will be
responsible for determining that
appropriate proportionate share costs
are paid, for determining if
signalization improvements need to
be made, and for approval of plans
and specifications.

N/A
Rationale: DEIR
Pages 16-17 to
16-19
Motor Vehicle Transportation Plans-Roadway Segments. The project would have no significant effects in this issue are. The project traffic study recommends the following roadway improvements
RECOMMENDED TRANSPORTATION IMPROVEMENT.

RTI #3: The project applicant should contribute fair-share costs to an improvement on the segment of Mariposa Road from SR 99 to 8th Street/Farmington Road that would widen the portions of this roadway segment that are currently one lane in each direction to two lanes in each direction.

The ODS should pay
proportionate share costs of
signal design and
construction as appropriate.

The Public Works Department will be
responsible for determining that
appropriate proportionate share costs
are paid, for determining if
signalization improvements need to
be made, and for approval of plans
and specifications.

N/A
Rationale: DEIR
Pages 16-19 to
16-21
Exhibit 3 - Findings and MMRP Revised 1582
Impact/Mitigation Measures Implementation Responsibility Monitoring/Reporting Responsibility
CEQA Finding,
Significance with
Mitigation,
Sources
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Appendix, Page 9 Consistency with CEQA Guidelines Section 15064.3(b). This is a significant impact.

TRANS-1: The project shall provide "end-of-trip" facilities for bicycle riders to encourage the use of bicycling as a viable form of travel to destinations, especially to work. End-of-trip facilities shall include showers, secure bicycle lockers, and changing spaces.

TRANS-2: The project shall implement an employer-sponsored vanpool or shuttle. A vanpool will usually service employees’ commute to work, while a shuttle will service nearby transit stations and surrounding commercial centers. Employer-sponsored vanpool programs entail an employer purchasing or leasing vans for employee use, and often subsidizing the cost of at least program administration.

Scheduling is within the employer’s purview, and rider charges shall be set on the basis of vehicle and operating cost.

The ODS tenants will be
responsible for conformance
with these requirements as
appropriate, and for
reporting compliance to the
City.

The Community Development
Department will be responsible for
determining that requirements have
been met.
3, SU
Rationale: DEIR
Pages 16-24 to
16-26

17.0 UTILITIES AND ENERGY
There are no potentially significant or significant impacts in this issue area.

Exhibit 3 - Findings and MMRP Revised 1583
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING THE FILING OF AN APPLICATION WITH THE LOCAL

AGENCY FORMATIONCOMMISSION FOR THE ANNEXATION OF ASSESSOR'S PARCEL NUMBERS 179-220-10; -11; -12; -13; -16; -17; -18; -19; and -24, ABUTTING

PORTIONS OF MARIPOSA ROAD WITH RELATED CITY SERVICES PLAN,

INCLUDING DETACHMENT FROM THE MONTEZUMA FIRE DISTRICT, AND AN

AMENDMENT TO THE SPHERE OF INFLUENCE AND MUNICIPAL SERVICE

REVIEW REPORT
On October 19, 2020, the applicant, Greenlaw Partners, LLC submitted a request to, amongst other requests, annex Assessor’s Parcel Numbers (APNs) 179-220-10; -11; -12; -13; -16; -17; -18; -19; -24, abutting portions of Mariposa Road; and The petition for annexation is for the purposes of obtaining general city services as outlined in the City Services Plan; and
The subject territory will, upon annexation, be able to receive normal City services as required by section 56653 of the Cortese/Knox Local Government Reorganization Act of 1985; and
In accordance with section 56375(a)(7) of the Cortese/Knox Local Government Reorganization Act of 1985 and the policies of the San Joaquin County Local Agency Formation Commission, the City Council has concurrently with this resolution adopted an ordinance to prezone APNs 179-220-10; -11; -12; -13; -16; -17; -18; -19; -24 to Industrial, Limited (IL) Zone; and
The annexation action would also include the applicant’s requested detachment from the Montezuma Fire District. The detachment will be subject to an agreement by the developer to mitigate the district’s loss of property taxes. Future services will be provided by the City of Stockton; and
The General Plan illustrates the City’s anticipated 20-year growth within the approved planning boundaries. State law requires the City to prepare a Sphere of Influence and Municipal Service Review (SOI/MSR) report to assess services (fire, police, schools, utilities, etc.) for the anticipated General Plan growth. The SOI/MSR includes a section highlighting the City’s anticipated 10-year growth through pending project approvals and areas of interest; and
As the proposed annexation was not anticipated in the SOI/MSR 10-year Planning Horizon, the Applicant has proposed changes to include the Project as part of that analysis. As the 10-year growth plan merely illustrates potential growth within a 10-year 1584
timeframe, it will not impact the City’s ability to service the project site as the project is consistent with the General Plan land use; and
On March 10, 2022, the Planning Commission held a duly noticed public hearing, pursuant to Stockton Municipal Code (SMC) Section 16.116.040(D), to consider the proposed Prezoning, at which all interested parties had the opportunity to be heard; and On March 10, 2022, and prior to acting on this request, the Planning Commission considered, and recommended adoption of an Environmental Impact Report (SCH #2020120283) prepared pursuant to the California Environmental Quality Act (CEQA); and
On April 19, 2022, the City Council held a duly noticed public hearing pursuant to Stockton Municipal Code Section 16.216.070, at which time all interested parties had the opportunity to be heard. After consideration of the project, the City Council considered and found no further environmental review is necessary under the California Environmental Quality Act (CEQA) pursuant to section 15183 (Projects Consistent with a Community Plan, General Plan, or Zoning); now, therefore,

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

Annexation:

Pursuant to Stockton Municipal Code Section 16.216.070(H)(2), the following findings of fact are made to support the annexation request:
a) The subject territory is located within the urban services area of the City, as shown in Exhibit 2: Prezone Map and Legal Description. b) APNs 179-220-10; -11; -12; -13; -16; -17; -18; -19; -24 have been prezoned, as described above.
c) The subject territory is contiguous to the existing City limits, as shown in Exhibit 2: Prezone Map and Legal Description.
d) The proposed annexation does not split a line of assessment and would, as described in the Environmental Impact Report prepared for the overall project, includes a future subdivision map application to ensure property ownership lines align with the City limit boundary established by the annexation. This finding is supported by San Joaquin County Local Formation Agency Commission Policy 10 (Definite and Certain Boundaries) which requires: (a) all boundaries shall be and certain and conform to lines of assessment or ownership; and (b) acknowledgement by the City of Stockton that the Commission may impose a condition on the annexation requiring the recordation of a parcel map to avoid creating 1585
remnants of legal lots.
e) The proposal does not create islands or areas in which it would not be easy to provide City services. The subject territory includes a corner parcel abutting two public roads within the requisite infrastructure (e.g., water, sewer, stormwater) located within or in immediate proximity. The proposal utilizes said services without creating a feature that may make their delivery difficult to other areas.
f) The 2040 General Plan Land Use Map designates the subject site as Industrial. Pursuant to Table 2-1 (General Plan Relationship to Development Code) of the General Plan, the IL Zone is compatible with Industrial General Plan Land Use Map designation.

The proposed annexation would further the following General Plan policies:
 Goal LU-4: Attract and retain companies that offer high-quality jobswith wages that are competitive with the region and state.  Policy LU-4.2: Attract employment- and tax-generating businesses that support the economic diversity of the City.  Policy LU-6.2: Prioritize development and redevelopment of vacant, underutilized, and blighted infill areas.

Consistency of the annexation proposed with these policies is demonstrated through its ability to enable development of a new industrial land use in a vacant and contiguous location to the existing City limits.

Detachment and Rural Fire Agreements
A. The proposal is contiguous to existing County boundaries or other jurisdiction(s) party to the detachment or reorganization; B. The County Surveyor has determined that the boundaries of the proposal are definite and certain;
C. The proposal does not split lines of assessment or ownership; D. The proposal does not create islands or areas in which it would be difficult to provide appropriate services;
E. The proposal is consistent with the land uses, objectives, policies, and programs of the General Plan, any applicable specific plan or master development plan, and other adopted goals and policies of the City and other applicable jurisdiction(s);
1586
F. The City Manager is hereby authorized and directed to execute on behalf of the City, the Agreement between the City of Stockton, Greenlaw Partners, LLC, and/or current owner of the subject properties (APNs 179-220-10; -11; -12; -13; -16; -17; -18; -19; -24), and Montezuma Fire Protection District regarding detachment of property from the District to the City of Stockton, as illustrated on Exhibit 3 and incorporated herein by reference; and

1. As referenced above, per SMC 16.216.070(H)(2), all findings of fact can be made to approve the annexation request.

2. The foregoing recitals are true and correct and incorporated here by reference; and

3. The City Council accepts the updated 2020 Sphere of Influence/Municipal Service Review report 10-year plan amendment; and

4. An Environmental Impact Report with Statement of Overriding Considerations and Mitigation Monitoring and Reporting Program has been prepared for the project; and

5. The City Manager is authorized to file with the San Joaquin County Local Agency Formation Commission, as described in Exhibit 1(City Services Plan), Exhibit 2 (Prezone Description and Annexation Boundary) and Exhibit 3 (City Services Plan), to execute a Detachment agreement on behalf of the City between the City of Stockton, the Applicant, and Montezuma Fire District regarding detachment of property from the District to the City of Stockton, and make an amendment to the 2020 Sphere of Influence/Municipal Service Review report 10-year plan (Exhibit 4).

6. The San Joaquin County Local Agency Formation Commission is hereby requested to approve the above-noted annexation of territory to the City of Stockton as depicted on Exhibit 2.
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1587

7. The City Manager is authorized to take all necessary and appropriate steps to carry out the purpose and intent of this resolution.

PASSED, APPROVED, and ADOPTED April 19, 2022 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
1588
Mariposa Industrial Park Annexation Report Page 1

ADMINISTRATIVE REVIEW DRAFT

ANNEXATION REPORT

MARIPOSA INDUSTRIAL PARK ANNEXATION
ANNEXATION FILE NO. ________
APRIL 4, 2022

1.0 INTRODUCTION AND PROJECT INFORMATION
This report provides background information and analysis in support of the proposed Mariposa Industrial Park annexation to the City of Stockton. The report addresses annexation compliance with applicable San Joaquin Local Agency Formation Commission (LAFCo) rules and regulations, describes the plan for provision of City services to the annexation area, analyzesthe fiscal effects of the annexation and documentsthe availability of adequate potable water supply to the project. The contents of this document are as follows:

1.0 Introduction and Project Information

2.0 Consistency of Proposed Annexation with LAFCo Policy

3.0 City Services Plan for Proposed Annexation Area

4.0 Fiscal Effects of Proposed Annexation

5.0 Availability of Adequate Water Supply
The Mariposa Industrial Park Annexation project proposes the annexation of nine parcels of land totaling approximately 203.5 acres into the City of Stockton (City), along with the adjacent Mariposa Road frontage. The proposed annexation area, hereinafter referred to as the “subject site,” is located along Mariposa Road north of North Littlejohns Creek (Figures 1 and 2). The Stockton city limits are on the southern boundary of the subject site.

The parcels constituting the subject site are identified as Assessor’s Parcel Numbers (APNs) 179-220-10, -11, -12, -13, -16, -17, -18, -19, and -24.

The subject site is currently within the land use jurisdiction of San Joaquin County; it has a County General Plan designation of Agriculture-Urban Reserve and a zoning designation of AG-40 (General Agriculture; 40-acre minimum parcel size). The subject site is designated Industrial in the City of Stockton General Plan, as is much of the surrounding area (Figure 3), much of which has been developed for industrial use (Figure 5). The subject site is within the City of Stockton's existing Sphere of Influence (Figure 4). The project includes a proposed amendment to the City’s Municipal Services Review document that will include the site within the City’s 10-year planning horizon.

The City has received and is processing an application for annexation, pre-zoning, and industrial development of the subject site, including preparation of an Environmental EXHIBIT 1 1589
Mariposa Industrial Park Annexation Report Page 2
Impact Report (EIR). The project proposes to pre-zone the subject site as IL – Industrial, Limited. These approvals, which will take effect upon annexation of the subject site to the City, would permit proposed development of approximately 3,616,870 square feet of highcube warehousing or other light industrial land uses, off-site street and utility improvements, and associated on-site utility services and site improvements (Figure 6).

Proposed pre-zoning and development are consistent with the existing Industrial designation under the City’s General Plan. The City has prepared an Environmental Impact Report (EIR) for the project.

2.0 CONSISTENCY OF PROPOSED ANNEXATION WITH LAFCO POLICY

REQUIREMENTS
The Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000 (California Government Code Section 56000 et seq.) provides LAFCo with its authority, procedures, and functions. The Act gives LAFCo power to “approve or disapprove with or without amendment, wholly, partially or conditionally,” proposals concerning the formation of cities and special districts, annexation or detachment of territory to/from cities and special districts, and other changes in jurisdiction or organization of local government agencies.

Criteria for project consistency with the Cortese-Knox-Hertzberg Act are identified in California Government Code Section 56337 and shown below. The following sections of this report provides information in support of each of these findings for the proposed annexation as summarized below.
1) Lands within the annexation area are planned for urban uses in the Stockton General Plan.

As documented in Section 1.0 and shown on Figures 2 and 3, the subject site is designated “Industrial” in the City of Stockton General Plan and is adjacent to the Stockton city limits.
2) The project is located within the City of Stockton Sphere of Influence and 10-year development timeframe.

As documented in Section 1.0 and shown on Figure 4, the subject site is within the City’s Sphere of Influence and will be within the 10-year planning horizon upon adoption of a proposed amendment of the City’s Municipal Service Review. 3) The project proposes an orderly and logical boundary for annexation and is contiguous to the City limits.

As noted above, the project is in a developing industrial area and is designated for industrial development. As shown on Figure 5, the proposed annexation would permit a logical extension of existing ongoing industrial development in the southeast Stockton region.
4) The project creates a logical extension of the City boundaries and can be served by existing infrastructure.

EXHIBIT 1 1590
Mariposa Industrial Park Annexation Report Page 3
As discussed in Section 1.0 and the above findings, the subject site is adjacent to the City boundary and represents a logical extension of those boundaries. All required City services and utilities are available to the subject site as described in Sections 3.0 and 5.0.

3.0 CITY SERVICES PLAN
Pursuant to California Government Code Section 56653, the San Joaquin LAFCo requires that any application for a change of organization or reorganization be accompanied by a plan for providing services. The plan must include the following information:
(a) An enumeration and description of the services to be extended to the affected territory.
(b) The level and range of those services.
(c) An indication of when those services can feasibly be extended to the affected territory.
(d) An indication of any improvements or upgrading of structures, roads, sewer or water facilities, or other conditions the local agency would impose or require within the affected territory if the change of organization or reorganization is completed.
(e) Information with respect to how those services will be financed.

The following City Services Plan meets the above requirements (a) through (d) with respect to annexation of the subject site. The subject site would require extension of existing City services, including public safety and utilities. Overall, existing public services, with improvements proposed as part of the project, would be adequate to serve the subject site and planned industrial development. The proposed level and range of services to be provided are described in more detail below. The design and construction of required infrastructure improvements, both on- and off-site, will be the responsibility of the project developers, as required by project conditions of approval and subject to engineering approval by the City. Information with respect to how those services will be financed is provided in Section 4.0, which will meet requirement (e) above.

The City of Stockton provides a full range of municipal services. These municipal services include public safety (police, fire, paramedics, building), sanitation (solid waste disposal, sanitary wastewater, and stormwater utility), potable water utility, community development, library, parks and recreation, and general administrative services. Public safety and general services will be extended to the subject site upon annexation. Utility services will be provided upon completion and connection of required on-site and off-site improvements.

3.1 DOMESTIC WATER SERVICE
Water systems in the City of Stockton Metropolitan Area use a combination of treated surface water and pumped groundwater from City wells. Stockton water purveyors include EXHIBIT 1 1591
Mariposa Industrial Park Annexation Report Page 4
the City of Stockton Municipal Utilities Department (COSMUD), California Water Service Company, and San Joaquin County maintenance districts. Should the annexation be approved, water service to the subject site would be provided by COSMUD. COSMUD provides water to service areas in North Stockton and South Stockton; the subject site is in the South Stockton service area.

Sources of water provided by COSMUD include purchases from the Stockton East Water District (SEWD) and the Woodbridge Irrigation District, groundwater wells, and surface water from the Sacramento-San Joaquin Delta through the City’s Delta Water Supply Project (DWSP). Water from SEWD is treated at its water treatment plant east of Stockton.

Prior to operation of the DWSP in 2012, the City’s planned delivery and allocation of SEWD treated water was 17,500 acre-feet per year, which was 37.6 percent of SEWD’s total supplies. The City currently uses 6,500 acre-feet per year from SEWD. By agreement, the City purchases 6,500 acre-feet of water per year from the Woodbridge Irrigation District for municipal and industrial use. This water will augment the DWSP supply.

The DWSP provides the majority of the potable water supply for the City’s service areas.

It draws water from the San Joaquin River and treats the water at a plant in north Stockton.

This plant currently treats an average of 30 million gallons per day (mgd). The projected 2035 capacity of the DWSP is 60 mgd, with an annual production of approximately 50,000 acre-feet per year. The City’s supply from the San Joaquin River is curtailed annually from February through June of each year due to restrictions imposed by the U.S. Fish and Wildlife Service and the California Department of Fish and Wildlife.

The DWSP has the objectives of reducing groundwater overdraft and of protecting the underlying groundwater basin from further saltwater intrusion and water quality degradation. Extensive groundwater pumping in the past has caused movement of the saline waters eastward from under the Delta. With the DWSP now online, the City uses less groundwater in wet and average years, but it increases groundwater use in dry years to make up for reductions in surface water deliveries. The City has determined that the sustainable groundwater yield is 0.75 acre-feet per acre per year, equivalent to a groundwater yield of approximately 50,000 acre-feet per year. Based on available monitoring data, extraction rates appear to be below the maximum sustainable yield of the groundwater basin.

The South Stockton water system pumps from groundwater wells and receives surface water from the SEWD Water Treatment Plant, supplied in large part by the DWTP. There are seven active groundwater wells. with pump design flows ranging from 900 to 2,500 gallons per minute. There is also the South Stockton Aqueduct, which can supply surface water from the SEWD Water Treatment Plant.

The South Stockton water system distributes water from the DWSP, SEWD, and groundwater wells. The entire system is one pressure zone with the lowest elevation (5 feet above mean sea level) on the western side of the system and the highest elevation (30 feet above mean sea level) on the eastern side. Additionally, there are two tanks, each with a capacity of three million gallons, located near the Weston Ranch Subdivision in southwest Stockton. Distribution lines provide water service to the South Stockton area, serving EXHIBIT 1 1592
Mariposa Industrial Park Annexation Report Page 5
development that includes the existing Norcal Logistics Center and the CDCR facilities near the subject site.

The subject site is currently within the service area for the Stockton potable water system, and connection to the system will be available upon annexation. An existing 24-inch diameter trunk line runs along Mariposa Road. On-site lines would be installed to provide water to future development, and the on-site water system would connect to the Mariposa Road line. The developer(s) will comply with plumbing, metering, and other water conservation measures in effect in the City of Stockton, including the policies in the City's 2015 UWMP. The existing water connection fee charged by COSMUD for non-residential development varies from approximately $2,264 to $156,828 or higher, depending on the size of the water meter.

The City prepared a Water Supply Assessment for the project in January 2021. The Water Supply Assessment was prepared in accordance with California Water Code sections 10910 through 10915, as established by Senate Bill (SB) 610, which requires detailed information regarding water supply availability to be provided to decision-makers prior to approval of specified large development projects. The project assessment projected potable demands for buildout of the project to be approximately 283 acre-feet per year. Pursuant to California Water Code Section 10910(4), and based on technical analyses, the Water Supply Assessment concluded that the COSMUD existing and additional planned future water supplies are sufficient to meet existing and future water demands associated with the project. Section 5.0, Availability of Adequate Water Supply, provides more detail on the Water Supply Assessment for the project.

3.2 WASTEWATER
The subject site is not presently connected to a wastewater collection and treatment system and contains no individual wastewater disposal systems. Should the annexation be approved, the subject site would be served by the City’s existing wastewater and collection system.

The Stockton Regional Wastewater Control Facility (RWCF) provides primary, secondary, and tertiary treatment of municipal wastewater gathered from the city as a whole. The RWCF has a designed flow capacity of 55 mgd and average daily flow rate of 31.7 mgd.

Treated effluent from the RWCF is dechlorinated and discharged to the San Joaquin River.

The RWCF operations are regulated by the City’s National Pollutant Discharge Elimination System (NPDES) Permit.

The City’s wastewater collection system is divided into 14 designated subareas or “systems.” The subject site would upon annexation be incorporated within Wastewater Collection System No. 8. Pump stations are located throughout Stockton and are integral to the sanitary sewer collection system. Most of the pump stations discharge to pressure lines that convey flow directly to the RWCF or to an available gravity sewer.

An existing 24-inch sanitary sewer main, oriented from south to north, is located along the western boundary of the subject site south of Marfargoa Road. At Marfargoa Road, this main terminates at a manhole, from where a 42-inch diameter main continues east to west EXHIBIT 1 1593
Mariposa Industrial Park Annexation Report Page 6
along Marfargoa Road. On-site sewer lines will be installed to provide service to future development, and the on-site system would connect to the existing 42-inch diameter main.

The subject site is within the South of Calaveras Sanitary Connection fee area. The existing sewer connection fee in that area is $2,850 per single family residential unit equivalent.

3.3 STORM DRAINAGE
The City of Stockton is situated just east of the Sacramento–San Joaquin Delta, a low-lying region of sloughs and channels connecting local waterways with the Suisun and San Francisco Bays. The city and surrounding areas depend on creeks, rivers, and sloughs to collect and convey storm runoff to the San Joaquin River and the Delta. The primary watercourses include the San Joaquin River, Bear Creek, Mosher Slough, Five Mile Slough, Fourteen Mile Slough, Calaveras River and Stockton Diverting Canal, Smith Canal, and French Camp and Walker Sloughs.

The subject site is within the North Littlejohns Creek watershed, which is tributary to French Camp Slough and the San Joaquin River. Most storm drains and pump stations within the service area have adequate capacity to collect stormwater drainage; however, North Littlejohns Creek flows at or near capacity that results in flooding of adjacent lands through most of its length during peak storm events. Recognizing this, stormwater detention infrastructure has been developed to serve existing industrial development in the area, such as the Norcal Logistics Center project north and west of the subject site.

The Stormwater Utility Division of COSMUD operates and maintains 620 miles of storm drains, 72 pump stations, and over 100 discharge pipes that collect and route runoff from the streets and gutters to local rivers, creeks, and sloughs. Most storm drains and pump stations have adequate capacity to collect stormwater Like other industrial development in the vicinity, subject site development will include new stormwater detention facilities, including an approximately seven-acre, on-site detention basin in the southern portion of the subject site. On-site runoff would be collected by a storm drainage system of inlets and lines and stored in the detention basin. The runoff in the basin would eventually be discharged through a metered outfall into North Littlejohns Creek, when capacity in the creek is available to avoid potential downstream flooding. On this basis, potential project impacts related to flooding are considered less than significant with implementation of proposed on-site storm drainage features and compliance with City standards.

Stormwater discharges from the Stockton urbanized area contain substantial urban runoff pollution. Five Mile Slough, Mosher Slough, the Stockton Deep Water Channel, and the San Joaquin River are listed as “water quality impaired”. The City of Stockton provides local management of the federal and state programs for implementation of the Clean Water Act’s NPDES program. Stormwater quality is governed by the Central Valley Regional Water Quality Control Board (RWQCB) Order No. R5-2016-0040, NPDES No.

CAS0085324. The regulations of the City’s Grading and Erosion Control Ordinance and the Storm Water Management and Discharge Control Ordinance establish local oversight of the general permit system and effective control of storm water quality impacts. The design of drainage facilities is regulated by the City. The City Department of Public Works Standard Specifications Section 71, Sanitary Sewers and Storm Sewers, and Section 79, EXHIBIT 1 1594
Mariposa Industrial Park Annexation Report Page 7
Storm Water Basins, cover much of the design criteria for these facilities. The City’s General Plan commits the City to maintaining the existing storm drain and flood management facilities.

The City’s General Plan includes policies that ensure and require that stormwater drainage planning be addressed in conjunction with new development, including requirements for inclusion of Best Management Practices (BMPs) that reduce stormwater runoff pollution.

Any costs associated with new facilities must be met or offset by the project, including costs of storm water BMP maintenance.

3.4 SOLID WASTE DISPOSAL
City ordinance requires collection of municipal refuse. This ordinance would apply to development on the subject site upon annexation. The City’s franchise haulers provide solid waste collection in Stockton. The waste provider bills the property owner monthly for collection service, based on the size of collection container utilized. Industrial waste – such as construction and demolition debris and manufacturer waste – may only be collected and hauled with a valid City-issued Industrial Waste Collector Permit. There are currently two waste haulers permitted to collect and transport industrial waste within the City of Stockton limits: Republic Services and Waste Management.

Solid waste generated in the City of Stockton is disposed at existing County-owned and private landfill facilities. There is currently no shortage of space available at the Countyowned landfills, with one estimated to have available capacity to 2048 and another to 2082.

Recent information regarding individual jurisdiction diversion of solid waste from landfills is no longer available. The most recent information from 2006 indicates that about 33% of the City of Stockton’s solid waste is landfilled while the remainder is handled by one or more of the City’s waste diversion (recycling) programs. To increase construction and demolition debris recycling, the City adopted a Construction and Demolition Debris Ordinance in 2008; the ordinance requires construction and demolition contractors to divert from the landfill 50% of all waste generated, by weight, and to document these reductions in written reports filed with the City. Upon annexation of the subject site, construction associated with future development will be subject to this ordinance.

3.5 NATURAL GAS, ELECTRIC, TELEPHONE, AND CATV SERVICES Pacific Gas and Electric Company (PG&E) currently provides both natural gas and electricity services to the vicinity of the subject site. Local telephone service is provided by AT&T, and cable television service is provided by Comcast. These systems are obligated to extend service to the subject site on request. Developer/utility company costsharing agreements to provide these services will be executed as required.

3.6 POLICE PROTECTION
Law enforcement services to the subject site currently are provided by the San Joaquin County Sheriff’s Department. Should the subject site be annexed, law enforcement would be the responsibility of the Stockton Police Department. The Police Department serves the area within City limits, covering more than 65 square miles. As of February 2021, the EXHIBIT 1 1595
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Police Department consists of 486 sworn officers, 47 police telecommunicators, and 179 civilian staff. The staffing level is determined each year by the Stockton City Council and is subject to change as the Council, City Manager, and Chief of Police determine the needs of the city.

The service area is organized into six Community Policing Districts, one of which (Park) is adjacent to the subject site. It is the Police Department’s policy to respond to all emergency calls within three to five minutes. Currently, there are no adopted service levels for the Police Department; however, it is understood that a higher level of service may be required as population increases. The project would receive law enforcement service during construction as well as upon completion of development.

Capital costs of Police Department expansion are accounted for by the City’s Public Facilities Fee program. The City of Stockton has adopted a Public Facility Fee for police facilities payable upon issuance of a building permit. For warehouse/low density land uses, the fee is $62 per 1,000 square feet. Additionally, Stockton’s voters approved Measure A, which instituted a three-quarter cent (0.75%) sales tax to provide funding for law enforcement, crime prevention services, and other essential City services. City voters also approved Measure W, which instituted a one-quarter cent (0.25%) sales tax to provide funding for law enforcement and fire protection services.

3.7 FIRE PROTECTION
The subject site is currently within the Montezuma Fire Protection District, which serves approximately 10 square miles within unincorporated San Joaquin County located adjacent to the southeast portion of Stockton. The Stockton Metropolitan Airport is also within the Montezuma Fire District service area.

Should annexation occur, the subject site would be detached from the Montezuma Fire District, and fire protection services would be the responsibility of the Stockton Fire Department. The Fire Department provides fire protection, fire prevention, paramedic emergency medical, and other related services to all areas of the City of Stockton, as well as on a contract basis to the Lincoln, Eastside, Boggs Tract, and Country Club Fire Districts. Specific services provided include fire hydrant maintenance, training, fire dispatch, hazardous materials intervention, and weed abatement services. The Fire Department currently serves an area of about 86 square miles and has about 181 total personnel.

The Fire Department currently has twelve stations located throughout the greater Stockton metropolitan area. On July 1st 2022 the Stockton Fire Department will be reopening Fire Station 1 at 1818 S. Fresno Ave. increasing the total number of fire stations to 13. The closest station to the subject site is Station 12, located at 4010 East Main Street, approximately four miles to the north of the site. The station is equipped with one engine and one grass rig, and is staffed by a captain, an engineer, and a firefighter. Two of the staff are also paramedics. The response time from Station 12 to a standard structure fire call would be between three and four minutes. Response times to the industrial area within which the subject site is located are currently longer – approximately 7-8 minutes. This response time is within the industry standard for Rural/Semi-Urban responses.

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Additionally, to address the long-term Fire Protection and eventual area urbanization, the City of Stockton is currently working to establish a Community Facilities District (CFD) to fund the construction of a new Stockton Fire Station in the Mariposa corridor. The new station will be staffed with 3 personnel from the ongoing CFD assessment.

To provide adequate fire protection services, future development will coordinate with the Fire Department during planning and design phases to ensure site access, response time, sprinkler requirements, water system design, and hydrant placement are acceptable.

Improvements to the City of Stockton water system will also be constructed in conformance with the Uniform Fire Code fire flow standards, and hydrants will be placed in accordance with Fire Department standards. Also, the Stockton Fire Department participates in the California Disaster and Civil Defense Master Mutual Aid Agreement. This agreement allows the City to share resources with all fire department agencies in San Joaquin County and request assistance from the County fire districts when additional services are required. The City currently provides most of the fire services within and around the City limits, since some of the County fire districts have reduced staffing, supply shortages, or operations on a temporary basis. The existing mutual aid agreement allows the City and County agencies to share resources when needed.

A mitigation measure in the Mariposa Industrial Park EIR requires new development on the subject site to install Early Suppression Fast Response (ESFR) fire sprinkler systems. The purpose of the ESFR systems is to allow for a variety of commodities to be capable of meeting high-bay storage up to five feet below roof deck. They are considered the best engineered fire protection system that the National Fire Protection Association recognizes, capable of flowing up to 100 gallons per minute per nozzle. Their design purpose is to completely extinguish the fire rather than controlling the spread of fire. Testing results from nationally recognized testing agencies have proven this.

As with police facilities, capital costs of fire station expansion are accounted for by the City’s Public Facilities Fee program. The City of Stockton has adopted a Public Facility Fee for fire stations payable upon issuance of a building permit. For warehouse/low density land uses, the fee is $54 per 1,000 square feet. As with other Public Facility Fees, these fees would be payable upon issuance of a building permit. In addition, as noted, City voters approved Measure W, which instituted a one-quarter cent (0.25%) sales tax to provide funding for law enforcement and fire protection services.

3.8 SCHOOLS
The subject site is within the boundaries of the Stockton Unified School District (SUSD).

The nearest public school to the subject site is Nightingale Charter School, a SUSD facility located at 1721 Carpenter Road approximately three miles to the northwest. SUSD experiences overcrowding in its schools but collects required school impact fees and coordinates with residential developers to ensure that sufficient capacity exists within the school system to accommodate residential-related student generation.

The subject site is proposed for industrial development and would result in no residential development or student generation. Nevertheless, the project would contribute developer fees from industrial development in accordance with State law. Based on a non-residential EXHIBIT 1 1597
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development rate of $0.61 per square foot, the project would generate an estimated $1,296,177 in school impact fees. Project development will contribute to these fees in conjunction with building permit issuance.

3.9 PARKS AND RECREATION FACILITIES
The City of Stockton provides park and recreational services. The nearest City Park to the subject site is Ernie Shropshire Park, on Logan Lane approximately two miles to the west.

Shropshire Park, a neighborhood park, is equipped with picnic tables, tot lots, a tennis court, a basketball court, and barbecue facilities. The Stockton General Plan establishes policies and standards for the size and siting of parklands.

San Joaquin County also provides parks and recreational facilities available to the public.

The nearest County park is the Regional Sports Complex, a facility with softball and soccer fields adjacent to Stockton Metropolitan Airport, approximately 1.25 miles south of the site, adjacent to SR 99.

No new residential development is proposed on the subject site. Public Facility Fees for parklands are only assessed on new residential development; industrial development as proposed is exempt from parkland fees. However, industrial development would be subject to the payment of Public Facility Fees for community recreation centers. As with other Public Facility Fees, these fees would be payable upon issuance of a building permit.

Additionally, Stockton’s voters approved Measure M, which instituted a one-quarter cent (0.25%) sales tax to provide funding for recreation and library services.

3.10 LIBRARIES
The public library system in the Stockton area is operated jointly by the City and San Joaquin County. The nearest library branch to the subject site is the Maya Angelou Branch Library at 2324 Pock Lane in Stockton, approximately 2.5 miles to the northwest. A new library is planned for construction in northeast Stockton adjacent to the Ronald McNair High School campus.

Capital costs of library expansion are accounted for by the City’s Public Facilities Fee program. The City of Stockton has adopted a Public Facility Fee for libraries payable upon issuance of a building permit. For warehouse/low density land uses, the fee is $56 per 1,000 square feet. Additionally, as noted, Stockton’s voters approved Measure M, which instituted a one-quarter cent (0.25%) sales tax to provide funding for recreation and library services.

3.11 MAINTENANCE OF PUBLIC FACILITIES/OTHER GOVERNMENTAL SERVICES Mariposa Road, a public road abutting the northeastern boundary of the subject site, is currently maintained by San Joaquin County. This road is paved but does not have street improvements such as curb, gutter, and sidewalk. Proposed industrial development will require street improvements along the subject site frontage of Mariposa Road, including additional pavement width, curb, gutter, and sidewalk, all of which would be designed and constructed by the applicant pursuant to City of Stockton standards.

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With increased vehicular traffic resulting from the development of the subject site, the need for road maintenance will increase. Future development will be responsible for payment of adopted Public Facility Fees for street improvements and traffic signals to fund intersection and roadway segment improvements identified in the City's Street Improvement Plan. For warehouse/low density land uses, street improvement fees are $931.50 per 1,000 square feet. Traffic signal fees would be $83.25 per 1,000 square feet. The City requires that these fees be paid prior to building permit issuance.

A Regional Transportation Impact Fee (RTIF) also will be required of future development on the subject site. The RTIF’s objectives are to generate funding from new development projects that impact the Regional Transportation Network and to integrate these funds with federal, state, and other local funding to make transportation improvements identified in the RTIF Program. Proposed improvements in the RTIF Program that are in the vicinity of the subject site include Arch-Airport Road from State Route 99 to Pock Lane and a Bus Rapid Transit project on the Arch Road/Sperry Road corridor. Assuming future development is high-cube warehouses as anticipated, the Regional Transportation Impact Fee would be $450 per 1,000 square feet.

Measure K was passed by voters in 1990 and extended for another 30 years by voter approval in 2006. This measure instituted a one-half cent (0.50%) sales tax dedicated to transportation improvement projects in San Joaquin County. Measure K funding is allocated to specific projects including improved highways and local streets, new passenger rail service, regional and interregional bus routes, park-and-ride lots, new bicycle facilities, and railroad crossings by the San Joaquin Council of Governments. San Joaquin County and cities within the County share 35% of the sales tax revenue for local street repair. The local jurisdictions receive an annual funding allocation for local street repairs and safety and operations improvements. The local share of Measure K funds is distributed by formula based primarily on the City’s proportionate share of the overall County population.

4.0 FINANCING OF CITY SERVICES AND FISCAL EFFECTS
California Government Code Section 56653 requires that the required plan for services to a subject site include information on how the extension services would be financed. For the purposes of this analysis, services extensions are classified as 1) public road improvements and utility services such as water, wastewater, storm water, electrical, gas and communication systems that require construction of new pipelines, power lines, pump stations or other physical facilities needed to extend urban services to the subject site, and 2) general City services such as police and fire protection would, generally speaking, be provided without major improvements to capital facilities. These concerns are addressed in the following Sections 4.1 and 4.2, respectively.

4.1 FINANCING OF ROADS AND UTILITY IMPROVEMENTS
Improvements needed to extend public road and utility services to the site would be constructed in conjunction with the development of proposed industrial structures, access, parking and other on-site improvements. These improvements would include off-site improvements to the frontage of Mariposa Road, any required extension of water and wastewater lines and electrical, gas and communication lines.

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As prescribed in the project conditions of approval, the project will be responsible for design and construction of required improvements to City roads and utility systems in accordance with adopted City standards. Unless improvements are deferred per a specific agreement with the City, they will be constructed prior to occupancy of the project site.

The costs of extending electrical, gas and communication facilities will be borne by the project and the responsible franchise utility as prescribed in adopted rules and regulations.

Costs of operating public infrastructure for the benefit of the project will be met through existing monthly service fee systems established by the City and franchise utilities.

Long-term capital improvement needs associated with new development, including the proposed project, are met through the City's adopted Public Facilities Fees (PFFs), which provide for expansion of City offices, libraries, community recreation centers, fire and police stations, street improvements, park land, surface water resource development improvement, air quality, and related administrative costs as these needs are identified.

Similarly, the City has also adopted development fees for sanitary sewer and water connections, traffic signals, and street trees, and various local benefit district fees. PFF and connection fee payments are required when building permits are issued, in accordance with the City’s adopted fee schedule, which is annually updated to keep pace with infrastructure and public facility costs. As a result, the City operates from year to year with a fee structure that reasonably anticipates and collects fees sufficient to meet capital improvement needs associated with new development.

Along with the PFFs and connection fees, the City also collects development-related fees for the following:
• Agricultural Land Mitigation Program
• Air quality
• County facilities
• Habitat/Open Space for San Joaquin Council of Governments (SJCOG) • Surface water for SEWD ($0.283 per square feet of retail/0.30) • Related administrative costs
Table 1 summarizes the estimated development-related fees for the proposed development of the subject site. These include development impact fees collected by other agencies, such as the Stockton Unified School District and SJCOG. This information is also in Exhibit 7 of this City Services Plan.

TABLE 1

ESTIMATED PUBLIC FACILITY FEES

FEE CATEGORY ESTIMATED PROJECT FEES
Impact Fees $5,997,979
Habitat/Open Space (SJCOG) $3,533,371
School District Fees (SUSD) $1,296,177
TOTAL PROJECT DEVELOPMENT FEES $10,827,527
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4.2 FINANCING OF GENERAL SERVICES
This section describes the anticipated revenues to the City of Stockton, which would be the main provider of services. As noted above, the design, engineering, and construction of these services and infrastructure improvements will be financed by developers of the subject site, subject to approval by the City. This section also analyzes financial impacts on the Montezuma Fire District, which currently provides fire protection services to the subject site and from which the subject site would be detached upon annexation to the City.

4.2.1 Estimated Change in Annual Revenue for City of Stockton As a Charter City, the City of Stockton benefits from the same revenue sources as general law cities, as well as a utility user tax. The City receives a portion of the property tax collected within the City limits, and it receives franchise payments from electrical distribution, cable television and solid waste collection franchises. As discussed in Section

4.1, the City operates its public utilities (i.e., water and sanitary sewer) as enterprise functions, and it engages in public recreation activities on a quasi-enterprise basis, subsidized by its General Fund (e.g., golf courses, ice arena, civic auditorium).

The major sources of revenue that will be generated by the proposed future development for the City of Stockton General Fund are summarized in Table 2 below. Revenue estimates were generated primarily on a person-served basis, which accounts for project-related population and employee growth. Please see the attached Exhibits 1-6 for more information regarding the derivation of Table 3 calculations. More detailed information regarding specific sources of revenues is provided below.

Property Tax
Property tax rates are set at 1% of assessed property value. The potential property tax revenues resulting from the project were based on information provided by the project applicant and the current City/County Revenue Sharing Agreement for annexations. As shown in Exhibit 3, the estimated assessed valuation on the subject site with proposed development is $325,518,300.

Approximately 60% of every property tax dollar from the subject site is allocated among the Stockton Unified School District, San Joaquin Delta Community College, and the State’s educational fund. This leaves an “available share” of approximately 40% of the overall property tax revenue, which is divided between the County General Fund, the Montezuma Fire District, and other County agencies. This division of the property tax is the basis for estimating the property tax the City will receive upon annexation and development of the subject site (see Exhibit 3).

Based upon information from the San Joaquin County Auditor-Controller’s Office, upon annexation, approximately 20% of total property tax revenue from the subject site would go to the City. Based on this and the anticipated valuation of the subject site once fully developed, the property tax amount that would be collected by the City would be approximately $821,298 (see Exhibit 3). Current property taxes paid to the County General Fund on the subject site are approximately $33,170.

EXHIBIT 1 1601
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TABLE 2

ESTIMATED CITY OF STOCKTON GENERAL REVENUES

RESULTING FROM ANNEXATION AND BUILDOUT OF THE SUBJECT SITE General Fund Revenue Category Total Project
Property Tax $827,985
Property Tax: Vehicle License Fee $420,871
Document Transfer Tax $11,295
Sales Tax $55,736
Prop. 172 Sales Tax $13,934
Measure A Transaction Tax $41,802
Franchise Tax $66,262
Hotel/Motel Tax $10,573
Business License $38,710
Utility Users Tax $137,119
Licenses and Permits -
Revenue from Other Agencies -
Motor Vehicle In-Lieu -
Charges for Services -
Fire Contracts -
Code Enforcement -
Fines and Forfeitures -
Other Revenues -
Transfers In -
TOTAL REVENUES $1,624,287
Property transfer taxes are taxes charged as a percentage of the value of property that has a transfer of title. It is estimated that the amount of property transfer tax the City would receive after annexation of the subject site would be $11,295. Exhibit 3 provides details on the property transfer tax estimate.

In 2004, the State Legislature and the Governor agreed to a swap of city and county vehicle license fee revenue for an additional share of property tax revenue to be provided to the local governments. This Property Tax in-Lieu of Motor Vehicle Fees is a substantial source of revenue based on property taxes. It is estimated that the amount of property tax in-lieu of motor vehicle fees associated with the subject site would be $420,871. See Exhibit 3 for development of this estimate.

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Sales Tax
The current sales tax rate in the City of Stockton is 9.00%, with the City receiving 2.25% of taxable sales, 1.25% of which is a result of measures approved by City voters (Measure A – 0.75%, Measure W (police and fire) – 0.25%, Measure M (library and recreation) –

0.25%). The proposed development is not a commercial land use and therefore would not directly generate sales tax. However, employees working at the proposed development would generate sales tax revenue through local spending. It is estimated that sales tax generated by employee spending would be approximately $55,736. See Exhibit 4 for development of this estimate, along with Exhibit 6 for estimates of revenues from voterapproved measures.

In addition, the City collects sales tax revenue from Proposition 172, approved by California voters in 1993. Proposition 172 imposes a one-half cent sales tax to provide revenues for public safety services. It is estimated that sales tax generated by Proposition 172 would be approximately $13,934. See Exhibit 4 for development of this estimate.

Utility User Tax
A utility user tax is levied against utility charges for all non-public users of gas, electric, water, telephone, and cable television services. This tax is 6% of a customer’s monthly bill.

As noted in Table 2 above, future development on the subject site would generate an estimated $137,119 annually in utility user tax revenues. See Exhibit 5 for how the estimate of utility user tax revenue was developed.

Franchise Tax
Franchise taxes are levied upon the providers of natural gas, electric, refuse removal and cable television service. The franchise tax, which is 2% for most utilities and 3% for cable TV, is levied upon the provider rather than the customer and is charged against all utility revenues. The anticipated future development on the subject site would generate approximately $66,262 in franchise tax revenue annually (see Exhibit 1).

Business License Tax
The City of Stockton assesses a business registration fee and a license tax on any person engaged in or carrying on any profession, trade, calling, occupation, or business in the City.

Beyond a registration fee of $24, businesses are assessed at varying rates based typically on their gross receipts; gross receipts information for the annexation area is unknown.

Future development on the subject site is estimated to yield an annual business license tax revenue of $38,710 (see Exhibit 1).

Other Revenue Sources
The City has a variety of other revenue sources, which are listed in the City’s budget. These include licenses and permits, fines and forfeitures, charges for services, motor vehicle inlieu revenues, and revenues from fire service contracts, among others. Table 2 and Exhibit 1 list these other sources. No estimates were developed for subject site revenues from these EXHIBIT 1 1603
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sources, in part because not all these revenue sources would be associated with annexation and development of the subject site.

4.2.2 Estimated Change in Annual Expenditures for City of Stockton As discussed in Section 4.1, immediate and future capital costs of the project would be met through developer improvements to public road and utility systems and through payment of the City PFFs and connection fees. The project is industrial in nature and would not result in increases in the resident population of Stockton, with concurrent costs in providing City services. However, the addition of project-related employees would contribute to the “service population” of the City, which could contribute to service costs.

Preliminary work done for the Mariposa Industrial Park EIR indicates that impacts of proposed future development on the City’s water, sanitary sewer, and storm drainage systems would be less than significant. The City’s sanitary sewer system has adequate capacity to accommodate additional wastewater from the project, and existing sewer lines in the area can carry the anticipated flow. The City’s water system has sufficient supplies to satisfy potential project demand, and no new supplies would need to be obtained. In accordance with City requirements, the project developer would construct the necessary improvements and connections to the City’s water and sewer systems and storm drainage facilities to accommodate runoff in accordance with City standards. Expenses to operate the required City utilities to the subject site are expected to be minimal and would be covered by monthly utility billing to the project activities.

The Draft EIR also concluded that impacts of the Mariposa Industrial Park project on public services provided by the City, primarily fire and police protection, would be less than significant with the installation of the fire sprinkler systems required by the City.

Expenses to provide City fire and police services to the subject site are also expected to be minimal.

The project would place an incremental demand on the City for future fire and police services, the project in and of itself would not result in a need for new or expanded fire facilities and services. Future capital costs for these services would ordinarily be met through payment of PFFs. However, the Stockton Fire Department is experiencing increased demand for fire protection and related services in the south Stockton industrial areas as a result of ongoing industrial and other development. City departments, including Fire, Community Development and Finance, together with industrial project proponents, are engaged in planning for financing, construction and staffing of a new fire station serving the south Stockton industrial areas, including the proposed project site.

Development and implementation of the plan will involve a multi-year process helping the Department meet increasing service demands and reduce response times (Chief Edwards, pers. comm.). Nonetheless, the City and the Mariposa Industrial Park project applicant are in discussions as to how the proposed project could facilitate development of the new fire station.

The proposed annexation would include approximately 750 feet of Mariposa Road frontage. Improvements would be installed along this frontage and are likely to include widening, turn lanes, acceleration and/or deceleration lanes, shoulders, and intersection EXHIBIT 1 1604
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improvements at the proposed entry, including street lighting and signage. The frontage improvements would be funded by the developer. The annexed frontage would increase costs to the City for ongoing maintenance. A rough approximation of the increased maintenance cost was obtained by dividing the total miles currently maintained by the City of Stockton into total street maintenance cost, then applying the results to the segments to be annexed. According to the FY 2020/21 budget for the City of Stockton, the City maintains 763 miles of streets at a cost of $12,996,825. Based on these figures, the additional cost to maintain the annexed frontage would be approximately $2,420 annually.

This cost may increase if more of the segment of Mariposa Road fronting the subject site is annexed than proposed. Road maintenance costs are met from a variety of sources.

The project is not expected to result in additional costs for schools or parks and recreation, as the project would not increase the resident population. Nonetheless, the project would contribute to future school and park capital needs through payment of school mitigation fees and park and recreation PFFs.

An approximation of maximum potential increases in City services costs associated with the project was calculated by dividing total general fund expenditures by the City service population, and by multiplying that factor by the increase in service population on the subject site. The per-unit cost factor would be $587.92. The expected increase in service population would be 1,531 (see Exhibit 2). Therefore, potential service costs to the City would be approximately $900,106. See Exhibit 8 for a development of the expenditure estimate for the subject site.

4.2.3 Overall Impact of Project on City Budget
As indicated in Table 2, proposed future development of the subject site is expected to generate approximately $1,624,287 in annual revenues to the City. With estimated annual expenditures of $900,106, the City would have adequate annual revenues to provide services to the subject site. In addition, as indicated in Table 1, proposed future development would generate $5,997,979 in one-time impact fees to the City to cover expenses associated with new or expanded public facilities and services. Additional fees would be paid to SUSD and SJCOG.

In summary, the City would be expected to expect to receive substantial revenues from proposed development of the subject site, while the expenses incurred in providing City services to the subject site would be less than the anticipated revenues. Thus, at the project level, the City would likely operate at a budget surplus.

4.3 PROPERTY TAX IMPACT TO THE MONTEZUMA FIRE DISTRICT
Based on information provided by the County Auditor-Controller' s Office, the Montezuma Fire District currently receives approximately 10.4 percent of the general one-percent property tax levy from the subject site. Based on the most current information from the County Auditor-Controller, this generates approximately $2,913 of property tax revenue for the Fire District, based on current valuation of the property. Upon annexation and development of the subject site, the assessed valuation of the site would increase substantially. However, as a part of the annexation process, the subject site would EXHIBIT 1 1605
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be detached from the Fire District, and the Fire District would no longer receive tax revenue from the site.

In comments on another proposed annexation, the Fire Chief of the Montezuma Fire District stated that he looks for the Fire District to be made whole for any loss of revenue resulting from annexation. Also, LAFCo policy dictates that adverse fiscal impacts resulting from such detachments from special districts or annexations that fail to provide adequate mitigation of the adverse impact on the district will not be approved. It is expected that the City and the Fire District will reach an agreement that will reduce adverse revenue impacts on the Fire District resulting from the proposed annexation. LAFCo may determine an appropriate temporary mitigation, if any, and impose that temporary mitigation to the extent it is within its powers.

EXHIBIT 1 1606
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5.0 AVAILABILITY OF ADEQUATE WATER SUPPLY
As noted, California Government Code Section 56668(l) requires an assessment of the timely availability of water supplies for an annexation area. The UWMP for the City of Stockton’s water system assessed the reliability of its water supply for its service area, which includes the subject site. The UWMP includes a description of the water supply sources, projected water use, and a comparison of water supply water demands during normal, single-dry, and multiple-dry years. The definitions of the three water year scenarios, as described by the State Department of Water Resources, are provided below.

1. Average year is a year, or an averaged range of years in the historical sequence that most closely represents median water supply availability to the agency.

Normal and average are used interchangeably within the Department of Water Resources guidebook.

2. Single dry year is the year with the lowest water supply availability to the agency.

3. Multiple dry year is the lowest average water supply availability to the agency for a consecutive multiple-year period (three years or more) for a watershed since 1903.

As part of the UWMP, a Water Supply Reliability Assessment was conducted to determine the reliability of the City’s water supply for all three water year scenarios from 2020 to 2040. This Water Supply Reliability Assessment is currently the most up-to-date and reliable source of information regarding the City’s long-term water supplies and their reliability. Under the normal water year scenario, water supply would exceed demand by 34,546 to 50,351 acre-feet per year. Under the single dry water year scenario, supply would exceed demand by 30,546 to 44,351 acre-feet per year. Under the third year of a multiple dry year scenario, supply would exceed demand by the same amounts as in the single dry year scenario.

As noted in Section 3.1, Domestic Water Supply, the City conducted a Water Supply Assessment for the proposed project in January 2021. Under SB 610, a Water Supply Assessment is required for a proposed industrial, manufacturing, or processing plant, or industrial park planned to house more than 1,000 persons, occupying more than 40 acres of land, or having more than 650,000 square feet of floor area. The purpose of the Water Supply Assessment is to demonstrate the sufficiency of the purveyor’s water supplies to satisfy the water demands of the proposed project, while still meeting the water purveyor’s existing and planned future uses. COSMUD is the purveyor for this project.

The Water Supply Assessment determined that COSMUD’s water supply would exceed the projected water demand by the amounts in the UWMP described above. Updated water use factors based on recent water consumption trends within the COSMUD service area were used to determine the projected water demand for the Proposed Project, which is equal to 283 acre-feet per year. Based on this information, the Water Supply Assessment concluded that the project could be adequately served by COSMUD from its existing and future water supplies without requiring additional supplies or entitlements.

EXHIBIT 1 1607
BaseCamp
Figure 1
BaseCamp Environmental REGIONAL LOCATION MAP
Humboldt
San Diego Imperial
Orange
Riverside
San Bernardino
Ventura Los Angeles
Santa Barbara
Kern San Luis
Obispo
Inyo
Tulare
Kings Monterey
Fresno
San
Benito
Mono
Madera
Mariposa
Tuolumne
Calaveras
Amador
El Dorado
Sacramento
Alpine
Santa
Clara
San
Joaquin
Contra
Costa
Merced
Marin
Napa
Yolo
Solano
Sutter
Placer
Nevada
Sierra
Plumas
Glenn Butte
Lake
Mendocino
Shasta Lassen
Tehama
Trinity
Colusa Yuba
Sonoma
Stanislaus Alameda
Santa Cruz
San Mateo
San Francisco
www.csac.counties.org

PROJECT LOCATION
EXHIBIT 1 1608
BaseCamp
Figure 2
BaseCamp Environmental PROPOSED ANNEXATION AND PREZONING

PROPOSED ANNEXATION

AND PREZONING BOUNDARY
PROPOSED PREZONING: AG-40
(COUNTY) TO IL LIGHT INDUSTRIAL

EXISTING

CITY LIMITS
EXISTING ZONING: IL - LIGHT INDUSTRIAL
EXHIBIT 1 1609
BaseCamp
Figure 3
BaseCamp Environmental STOCKTON GENERAL PLAN DESIGNATIONS

PROJECT SITE
EXHIBIT 1 1610
BaseCamp
Figure 4

SPHERE OF INFLUENCE/
BaseCamp Environmental 10-YEAR PLANNING HORIZON
!
!
!
EXHIBIT 1 1611
Figure 5
BaseCamp Environmental PROJECT AREA INDUSTRIAL DEVELOPMENT LEGEND
Existing Industrial
Approved Industrial
Institutional

PROJECT SITE
EXHIBIT 1 1612

DAORAOGRAFRAM
BLDG 3 FOOTPRINT: 1,021,440 SF
CLR. HGT: 36'
BLDG 4 FOOTPRINT:1,021,440 SF
CLR. HGT: 36'
BLDG 1 FOOTPRINT: 670,320 SF
CLR. HGT: 36'
BLDG 2 FOOTPRINT: 637,450 SF
CLR. HGT: 36'
BLDG 6
100,980 SF
CLR. HGT:
32'

DETENTION
570' 570'
570' 570'
170'
1792'
1792'
594'
1176'
1176'

DAORKRALC
BLDG 7
100,980 SF
CLR. HGT:
32'
170'
594' BLDG 5
64,260 SF
CLR. HGT:
32'
378'

MARIPOSA ROAD
scheme: 1
BaseCamp
Figure 6
BaseCamp Environmental CONCEPTUAL SITE PLAN
SOURCE: Ware Malcomb
EXHIBIT 1 1613
EXHIBITS 1-6

ESTIMATED PROJECT REVENUE SOURCES
EXHIBIT 1 1614
EXHIBIT 1
CITY OF STOCKTON – PROPOSED MARIPOSA INDUSTRIAL PARK

CITY OF STOCKTON GENERAL FUND REVENUE SUMMARY
General Fund Revenue Category
2021-22
City Budget
Revenue per
Person
Service
Population Total Project
Property Tax $38,416,000 - - $827,985
Property Tax: Vehicle License Fee $26,791,495 - - $420,871 Measure A Transaction Tax $36,132,000 - - $41,802
Sales Tax $56,076,000 - - $55,736
Prop. 172 Sales Tax $2,379,000 - - $13,934
Document Transfer Tax $852,000 - - $11,295
Franchise Tax $16,595,630 $43.27 1,531 $66,262
Hotel/Motel Tax $2,648,000 $6.90 1,531 $10,573
Business License $9,695,000 $25.28 1,531 $38,710
Utility Users Tax $34,342,000 $89.55 1,531 $137,119
Licenses and Permits $0 - - -
Revenue from Other Agencies $3,253,496 $8.48 1,531 -
Motor Vehicle In-Lieu $200,000 $0.52 1,531 -
Charges for Services $3,150,079 $8.21 1,531 -
Fire Contracts $4,691,240 - - -
Code Enforcement $3,498,413 - - -
Fines and Forfeitures $501,694 - - -
Other Revenues $11,026,889 - - -
Transfers In $0 - - -
TOTAL REVENUES $250,248,936 -- -- $1,624,287
Source: DPFG, Economic Benefit Report, Mariposa Industrial Park, City of Stockton, CA, February 4, 2022.

EXHIBIT 1 1615
EXHIBIT 2
CITY OF STOCKTON – PROPOSED MARIPOSA INDUSTRIAL PARK

LAND USE AND DEMOGRAPHICS SUMMARY
I. NON-RESIDENTIAL LAND USES
Non-Residential Land Uses Square Feet Average Value
(square foot)
Industrial (Building 1) 900,000 $164
Industrial (Building 2) 1,224,880 $125
TOTAL 2,124,880 $142
II. CITY DEMOGRAPHIC DATA
City of Stockton Population [1] 320,876
City of Stockton Employees [2] 125,248
City of Stockton Persons Served [3] 383,500
III. PROJECT DEMOGRAPHICS
Employees (Building 1) 2,450
Employees (Building 2) 1,962
Total Employees 3,062
Persons Served Population [4] 1,531
Source: DPFG, Economic Benefit Report, Mariposa Industrial Park, City of Stockton, CA, February 4, 2022. [1] California Department of Finance, E-5 City/County Population and Housing Estimates, 1-1-2021. [2] City of Stockton Fiscal Year 2021/22 Budget.
[3] City population plus 50% of employees.
[4] Assumes 50% of employees.

EXHIBIT 1 1616
EXHIBIT 3
CITY OF STOCKTON – PROPOSED MARIPOSA INDUSTRIAL PARK

PROPERTY TAX REVENUE
I. GENERAL PROPERTY TAX ASSUMPTIONS
Pre-Annexation - 1% General Property Tax Breakdown [1]
Public Agency Property Tax Breakdown
County General Fund 20.7%
Montezuma Fire Protection District 10.4%
School districts and other agencies 68.9%
TOTAL 100.00%
Property Tax Allocation Upon Annexation [1]
Public Agency Property Tax Breakdown
County General Fund 20.2%
City of Stockton 16.7%
School districts and other agencies 63.1%
TOTAL 100.00%
II. SECURED PROPERTY TAX ANALYSIS
Nonresidential Land
Use Type
Square Feet Estimated
Valuation
1% General
Property Tax
Property Tax
to City
Industrial 2,124,880 $410,710,000 $4,107,100 $821,298
III. PROPERTY TAX TRANSFER ANALYSIS
Nonresidential Land
Use Type
Property
Turnover Rate
Estimated Assessed
Valuation Turnover
Property Transfer
Tax to City
Total Estimated
Transfer Tax
Industrial 5.00% $20,535,000 0.055% $11,295
EXHIBIT 1 1617
IV. PROPERTY TAX VEHICLE LICENSE FEE ANALYSIS
Nonresidential Land
Use Type
Total City Assessed
Valuation with
Project[1]
Percent Change in
Assessed Valuation
Total Property Tax
In-Lieu of VLF
Adopted Revenue[1]
Estimated Property
Tax In-Lieu of MVF
Industrial $26,555,400,583 1.57% $26,791,495 $420,871
Source: DPFG, Economic Benefit Report, Mariposa Industrial Park, City of Stockton, CA, February 4, 2022. [1] Fiscal Year 2021-22.

EXHIBIT 1 1618
EXHIBIT 4
CITY OF STOCKTON – PROPOSED MARIPOSA INDUSTRIAL PARK

SALES TAX REVENUE ANALYSIS
I. DIRECT SALES TAX ANALYSIS
Nonresidential Land Use
Type
Taxable Spending per
Employee per Day
Employees Total Taxable
Spending[1]
Industrial (Building 1) $10 2,450 $6,370,000
Industrial (Building 2) $10 612 $1,592,344
TOTAL -- 3,062 $7,962,344
Leakage (30%) $2,388,703
City of Stockton Capture (70%) $5,573,641
City of Stockton General Fund Sales and Use Tax Revenues:

City Taxable Spending Capture $5,573,641
City Share of Sales Tax 1.00% $55,736
Project-Derived Sales Tax Revenue to City $55,736
Prop. 172 Sales Tax 0.25% $13,934
Source: DPFG, Economic Benefit Report, Mariposa Industrial Park, City of Stockton, CA, February 4, 2022. [2] Assumes 260 working days per year.

EXHIBIT 1 1619
EXHIBIT 5
CITY OF STOCKTON – PROPOSED MARIPOSA INDUSTRIAL PARK

UTILITY USERS TAX REVENUE ANALYSIS
Revenue per
Person[1]
Service
Population[2]
Total Project
Revenue
Utility Users Tax $89.95 1,531 $137,119
Source: DPFG, Economic Benefit Report, Mariposa Industrial Park, City of Stockton, CA, February 4, 2022. [1] See Exhibit 1.
[2] See Exhibit 2.

EXHIBIT 1 1620
EXHIBIT 6
CITY OF STOCKTON – PROPOSED MARIPOSA INDUSTRIAL PARK

VOTER APPROVED REVENUE ANALYSIS
Project Taxable
Spending [1] Tax Rate Project Revenue
San Joaquin County (Measure K) Sales Tax $5,573,641 0.500% $27,868 Stockton Safe Neighborhood Gang and Drug Prevention
Police & Fire (Measure W)
$5,573,641 0.250% $13,934
Law Enforcement, Crime Prevention, Essential City
Services (Measure A)
$5,573,641 0.750% $41,802
Library and Recreation ‐ Strong Communities Special
Tax (Measure M)
$5,573,641 0.250% $13,934
TOTAL $97,539
Source: DPFG, Economic Benefit Report, Mariposa Industrial Park, City of Stockton, CA, February 4, 2022. [1] See Exhibit 4.

EXHIBIT 1 1621
EXHIBIT 7
CITY OF STOCKTON – PROPOSED MARIPOSA INDUSTRIAL PARK

PUBLIC FACILITY AND IMPACT FEE SUMMARY
Fee Category Estimated Project Fees
City Impact Fees $5,997,979
School District Fees (SUSD) $3,533,371
Habitat/Open Space (SJCOG) $1,296,177
TOTAL $10,827,527
Source: DPFG, Economic Benefit Report, Mariposa Industrial Park, City of Stockton, CA, February 4, 2022.

Derived from Administrative Review Draft Annexation Report, updated with new square footage assumptions.

EXHIBIT 1 1622
EXHIBIT 8
CITY OF STOCKTON – PROPOSED MARIPOSA INDUSTRIAL PARK

ESTIMATED PROJECT EXPENDITURES
I. CITY EXPENDITURES
Program Appropriations City Budget [1]
Police $129,061,956
Fire 45,767,332
Administration 17,739,576
Public Works 15,008,881
Community Services 8,080,000
Other Programs 5,868,315
Economic Development 4,962,670
Debt Service 3,582,175
TOTAL $230,070,905
II. PROJECT EXPENDITURE ANALYSIS
2020 City of Stockton Persons Served Population [2]: 391,332 City Expenditures per Person Served: $587.92
Persons Served Population on Subject Site [3]: 1,531
Total Subject Site Expenditures: $900,106
NOTES:
[1] Source: City of Stockton Fiscal Year 2019/20 Budget [2] See Exhibit 2.

EXHIBIT 1 1623
Z:\2020\A20631\DOCS\SURVEY DOCS\LEGAL DESCRIPTION\A20631-LD MARIPOSA INDUSTRIAL PARK - ANNEX.doc
LAFCO __‐__
MARIPOSA INDUSTRIAL PARK ANNEXATION
TO THE CITY OF STOCKTON
EXHIBIT “A” - Annexation Legal & Prezoning Description
ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE UNINCORPORATED AREA OF SAN JOAQUIN COUNTY, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

BEING A PORTION OF SECTION 59 AND 69 OF THE C. M. WEBER GRANT, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED JANUARY 14, 2005, AS DOCUMENT NO. 2005‐010345, THAT CERTAIN DOCUMENT RECORDED NOVEMBER 12, 2008, AS DOCUMENT NO. 2008‐177643, THAT CERTAIN DOCUMENT RECORDED FEBRUARY 10, 2020, AS DOCUMENT NO. 2020‐017708 AND THAT CERTAIN DOCUMENT RECORDED DECEMBER 24, 2019, AS DOCUMENT NO. 2019‐151974 SAN JOAQUIN COUNTY RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT AT THE SOUTHEAST CORNER PARCEL ONE OF THE LANDS OF HOGGAN ESTATES. LLC, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED JANUARY 14, 2005, AS DOCUMENT NO. 2005‐010345, SAN JOAQUIN COUNTY RECORDS, SAID POINT ALSO BEING ALONG THE EXISTING BOUNDARY OF THE STOCKTON CITY LIMIT LINE; THENCE ALONG THE SOUTHERLY  BOUNDARY OF SAID PARCEL ONE AND ALSO ALONG THE EXISTING BOUNDARY OF THE STOCKTON CITY LIMIT LINE, (1) SOUTH 72° 09’ 06” EAST, 2410.37 FEET, TO THE SOUTHWEST CORNER OF SAID PARCEL ONE, SAID POINT ALSO BEING ALONG THE EASTERLY LINE OF THE “MAP OF SUBDIVISION NO. 4 CLARKADOTA FIG PLANTATIONS”, FILED IN BOOK 10 OF MAPS & PLATS, AT PAGE 38, SAN JOAQUIN COUNTY RECORDS; (2) THENCE LEAVING SAID EXISTING BOUNDARY OF THE STOCKTON CITY LIMIT AND RUNNING ALONG SAID EASTERLY LINE OF THE “MAP OF SUBDIVISION NO. 4 CLARKADOTA FIG PLANTATIONS” NORTH 17° 09’ 06” WEST, 3940.90, TO THE NORTHEAST CORNER THEREOF, BEING A POINT ON THE NORTHERLY LINE OF SAID SECTION 59 OF THE C. M. WEBER GRANT,
(3) THENCE ALONG SAID NORTHERLY LINE OF SECTIONS 59 AND 69 OF SAID C. M. WEBER GRANT, NORTH 72° 09’ 06” EAST, 1691.35 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT OF WAY LINE OF MARIPOSA ROAD,
(4) THENCE ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE, SOUTH 59° 53’ 28” EAST, TO THE WESTERLY LINE OF THE LANDS OF OCHOA, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED SEPTEMBER 12, 2008, AS DOCUMENT NO. 2008‐149798, SAN JOAQUIN COUNTY RECORDS,
(5) THENCE ALONG SAID WESTERLY LINE OF OCHOA THE FOLLOWING TWO COURSES:

SOUTH 71° 52’ 14’’” EAST, 282.52 FEET, AND
(6) SOUTH  59° 48’ 18” WEST, 170.97 FEET, TO A POINT ON THE EASTERLY LINE OF THE LANDS OF MARIPOSA ROAD OWNERS, LLC, AS DESCRIBED IN THAT CERTAIN DOCUMENT EXHIBIT 2 - Prezone Description and Map 1624
Z:\2020\A20631\DOCS\SURVEY DOCS\LEGAL DESCRIPTION\A20631-LD MARIPOSA INDUSTRIAL PARK - ANNEX.doc
RECORDED DECEMBER 24, 2019, AS DOCUMENT NO. 2019‐151974, SAN JOAQUIN COUNTY RECORDS,
(7) THENCE ALONG SAID EASTERLY LINE OF THE LANDS OF MARIPOSA ROAD OWNERS, LLC, SOUTH 17° 50’ 54” EAST, 1065.25 FEET, TO THE NORTHWESTERLY CORNER OF THE LANDS OF THE TOLENTINO TRUST AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED FEBRUARY 25, 2019, AS DOCUMENT NO. 2019‐019341, SAN JOAQUIN COUNTY RECORDS,
(8) THENCE ALONG THE NORTHERLY LINE OF SAID LANDS OF THE TOLENTINO TRUST, SOUTH 72° 29’ 06” WEST, 301.20 FEET, TO THE NORTHWESTERLY CORNER THEREOF, (9) THENCE ALONG THE WESTERLY LINE OF THE LANDS OF THE TOLENTINO TRUST, AND ALONG THE WESTERLY LINE OF THE LANDS OF LOTT TRUST, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED AUGUST 11, 2008, AS DOCUMENT NO. 2008‐130946, SAN JOAQUIN COUNTY RECORDS, SOUTH 17° 50’ 54” EAST, 717.85 FEET, TO THE SOUTHWESTERLY CORNER OF SAID LANDS OF LOTT TRUST,
(10) THENCE ALONG THE SOUTHERLY LINE OF THE LANDS OF LOTT TRUST, NORTH 72° 09’ 06” EAST, 301.20 FEET, TO THE SOUTHEASTERLY CORNER THEREOF, ALSO BEING A POINT ON THE EASTERLY LINE OF THE LANDS OF HOGGAN ESTATES. LLC, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED NOVEMBER 11, 2008, AS DOCUMENT NO. 2008‐177643, SAN JOAQUIN COUNTY RECORDS,
(11) THENCE ALONG SAID EASTERLY LINE OF THE LANDS OF LEWIS, AND THE EASTERLY LINE OF THE LANDS OF HOGGAN ESTATES, LLC, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED JANUARY 14, 2005, AS DOCUMENT NO. 2005‐010345, SAN JOAQUIN COUNTY RECORDS, SOUTH 17° 50’ 24” EAST, 1077.85 FEET, TO THE POINT OF BEGINNING.

CONTAINING 205.78 ACRES, MORE OR LESS.

FOR ASSESSMENT PURPOSES ONLY. THIS DESCRIPTION OF LAND IS NOT A LEGAL PROPERTY DESCRIPTION AS DEFINED IN THE SUBDIVISION MAP ACT (GOVERNMENT CODE SECTION 66410) AND MAY NOT BE USED AS THE BASIS FOR AN OFFER FOR SALE OF THE LAND DESCRIBED.

EXHIBIT “B” A PLAT IS ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.

KIER & WRIGHT CIVIL ENGINEERS & SURVEYORS, INC.

THIS DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION.

DEAN A. JURADO, P.L.S. NO. 9032    DATE
EXHIBIT 2 - Prezone Description and Map 1625
EXHIBIT 2 - Prezone Description and Map 1626
EXHIBIT 2 - Prezone Description and Map 1627
2/5/2021 Parcel Map Check Report
file:///C:/Users/glamb/AppData/Local/Temp/civilreport.html 1/2 Parcel Map Check Report
Client: Prepared by:

Client Gary Lamb

KIER & WRIGHT
250 Cherry Lane, Suite 208
Date: 2/5/2021 12:16:37 PM
Parcel Name: BNDRY-LOT - EXTERIOR BOUNDARY
Description:

Process segment order counterclockwise: False
Enable mapcheck across chord: False
North:2,159,029.1138' East:6,364,979.3493'
Segment# 1: Line
Course: S72° 09' 06"W Length: 2,410.37'
North: 2,158,290.3393' East: 6,362,684.9876'
Segment# 2: Line
Course: N17° 50' 45"W Length: 3,940.90'
North: 2,162,041.6211' East: 6,361,477.2718'
Segment# 3: Line
Course: N72° 09' 06"E Length: 1,691.35'
North: 2,162,560.0172' East: 6,363,087.2191'
Segment# 4: Line
Course: S59° 53' 28"E Length: 902.57'
North: 2,162,107.2475' East: 6,363,868.0086'
Segment# 5: Line
Course: S17° 52' 14"E Length: 282.52'
North: 2,161,838.3584' East: 6,363,954.7048'
Segment# 6: Line
Course: S59° 48' 18"E Length: 170.97'
North: 2,161,752.3700' East: 6,364,102.4774'
Segment# 7: Line
Course: S17° 50' 54"E Length: 1,065.25'
North: 2,160,738.3892' East: 6,364,428.9748'
Segment# 8: Line
Course: S72° 09' 06"W Length: 301.20'
EXHIBIT 2 - Prezone Description and Map 1628
2/5/2021 Parcel Map Check Report
file:///C:/Users/glamb/AppData/Local/Temp/civilreport.html 2/2 North: 2,160,646.0719' East: 6,364,142.2712'
Segment# 9: Line
Course: S17° 50' 54"E Length: 717.85'
North: 2,159,962.7712' East: 6,364,362.2911'
Segment# 10: Line
Course: N72° 09' 06"E Length: 301.20'
North: 2,160,055.0885' East: 6,364,648.9947'
Segment# 11: Line
Course: S17° 50' 54"E Length: 1,077.85'
North: 2,159,029.1142' East: 6,364,979.3539'
Perimeter: 12,862.03' Area: 8,963,651.62Sq.Ft.

Error Closure: 0.0046 Course: N85° 33' 42"E
Error North : 0.00036 East: 0.00460
Precision 1: 2,796,093.48
EXHIBIT 2 - Prezone Description and Map 1629

AGREEMENT BETWEEN THE CITY OF STOCKTON AND GREENLAW

DEVELOPMENT, LLC, AND MONTEZUMA RURAL FIRE PROTECTION

DISTRICT REGARDING ANNEXATION OF PROPERTY FROM THE
DISTRICT TO THE CITY OF STOCKTON.

This Agreement is made and entered into this ___ day of ,2022, by and between the City of Stockton, a municipal corporation ("City"), and Greenlaw Development, LLC, a California limited liability company ("Applicant") and the Montezuma Rural Fire District ("District").

WITNESSETH
WHEREAS, Applicant and City desire to annex the property known as the Mariposa Industrial Park Project bearing assessor's parcel numbers 179-220-100, 179-220-110, 179-220-120, 179-220-130, 179-220-160, 179-220-170, 179-220- 180, 179-220-190, and 179-220-240 (the "Property") into the City. The legal descriptions for the Property are attached hereto as Exhibit "A" and incorporated herein by this reference; and
WHEREAS, upon annexation, a detachment of that Property from the District that currently serves the Property occurs because the City will provide fire services once the Property is annexed; and
WHEREAS, upon annexation, the District will lose its share of the property tax previously allocated to it; and
WHEREAS, the Applicant and the District desire to ease the transition of lost revenue to the District and comply with the existing policies of the Local Agency Formation Commission.

NOW THEREFORE, it is mutually agreed by and between the City, the Applicant and the District as follows:

1. Upon annexation of the Property to the City and the detachment of the Property from the District, Applicant shall pay to the District a sum equal to the current tax revenue received by the District at the time of annexation, multiplied by fifteen (15) years with a 3% annual increase. The lump sum payment shall be paid by the Applicant prior to the recordation of the certificate of annexation.

2. The amount of property tax revenue to the District shall be based upon what is received for the year immediately preceding the annexation and detachment of the Property.

3. The lump sum payment shall be the amount of $__________ as detailed in the attached Exhibit "B" incorporated herein by this reference.

4. The provisions of the Agreement shall inure to the benefit of and bind the heirs, successors and assigns of the respective parties to this Agreement.

5. It is understood and agreed by and between the parties hereto that this Agreement shall be deemed and construed to be entered into and to be performed in the County of San Joaquin, State of California, and it is further understood and agreed by and between the parties hereto that the laws of the State of California shall govern the rights, obligations, duties EXHIBIT 3 1630

and liabilities of the parties to the Agreement and also govern the interpretation of this Agreement. The District shall be afforded all rights and remedies provided by California law to enforce this Agreement and the covenants created herein.

6. Should any legal action be brought by a party for breach of this Agreement or to enforce any provision herein, the prevailing party of such action shall be entitled to reasonable attorneys' fees, court costs and such other costs as may be fixed by the Court in addition to any other remedies.

7. Any notice required by this Agreement shall be in writing and delivered postage prepaid as follows:

TO APPLICANT:

Robert Mitchell
Greenlaw Development, LLC
18301 Von Karman Ave, Ste. 301
Irvine, CA 92612
TO DISTRICT:

Chief Ed Martel
Montezuma Rural Fire District
2405 South B Street
Stockton, CA 95206
TO CITY:

City Manager
City of Stockton
425 North El Dorado Street
Stockton, CA 95202

8. This Agreement may be amended in writing by the mutual agreement of all of the parties.

9. In consideration of the covenants, conditions and promises of Applicant to be performed as set forth in this Agreement, District shall not contest or otherwise oppose the annexation of the Property sought by Applicant.

IN WITNESS WHEREOF, the parties have executed the Agreement by their authorized representatives the day and year first above written.

GREENLAW DEVELOPMENT, LLC:

By: __________________________________________________
Its: __________________________________________________

MONTEZUMA RURAL FIRE DISTRICT
By: __________________________________________________
Its: __________________________________________________ CITY OF STOCKTON:

By: __________________________________________________
Its: __________________________________________________ EXHIBIT 3 1631

EXHIBIT “A”
EXHIBIT 3 1632

EXHIBIT “B”
EXHIBIT 3 1633
Year 1 2,913.30
Year 2 3,000.70
Year 3 3,090.72
Year 4 3,183.44
Year 5 3,278.94
Year 6 3,377.31
Year 7 3,478.63
Year 8 3,582.99
Year 9 3,690.48
Year 10 3,801.20
Year 11 3,915.23
Year 12 4,032.69
Year 13 4,153.67
Year 14 4,278.28
Year 15 4,406.63
Total 54,184.22
Inflator 3%
Exhibit B
EXHIBIT 3 1634
OLD 1 PCT $ OLD 1 PCT % NEW 1 PCT $ NEW 1 PCT % DIFF 1 PCT $ DIFF 1 PCT % DIFF DC $ SUM DIFF $ COUNTY GENERAL 6,392.78 0.207265 8,541.84 0.276942 2,149.06 0.069677 - 2,149.06 ROAD DISTRICT 1 1,202.39 0.038984 - - (1,202.39) (0.038984) - (1,202.39) COUNTY LIBRARY 512.73 0.016624 - - (512.73) (0.016624) - (512.73) MONTEZUMA FIRE 2,569.40 0.083305 - - (2,569.40) (0.083305) (343.90) (2,913.30) CITY OF STOCKTON - - 2,135.46 0.069236 2,135.46 0.069236 - 2,135.46 OTHER 20,166.07 0.653822 20,166.07 0.653822 - - - -
TRA TOTAL 30,843.37 1.000000 30,843.37 1.000000 (0.00) 0.000000 (343.90) (343.90) Mariposa to Stockton (LAFC EST)
2021-22 Property Tax Revenue Change (1% Tax (1 PCT) & Direct Charges (DC))

EXHIBIT 3 1635
Tax Code Description Prior Year Alloc Incr Factor T/C Incr Annex Adj Total $ Area $ - APN HOX NET AV TOTAL % 1% DC LOSS 10001 COUNTY GENERAL 56,737.93 0.207578 6,807.11 - 63,545.04 3,851.84 179-220-10 - 149,059 149,059 0.51% 162.01 86.40 248.41 10123 ROAD DISTRICT 1 10,632.52 0.038900 1,275.65 - 11,908.17 721.83 - 0.00% - - 10618 COUNTY LIBRARY 4,533.72 0.016587 543.94 - 5,077.66 307.79 179-220-12 - 379,497 379,497 1.30% 412.46 - 412.46 12201 STOCKTON UNIFIED SCHOOLS 81,442.04 0.297961 9,771.05 - 91,213.09 5,528.97 - 0.00% - - 13001 S.J. DELTA COMM COLLEGE 10,087.91 0.036907 1,210.29 - 11,298.21 684.85 179-220-16 - 300,000 300,000 1.02% 326.06 12.00 338.06 13201 COUNTY OFFICE OF EDUCATION 2,174.81 0.007957 260.93 - 2,435.75 147.65 - 0.00% - - 15101 MONTEZUMA FIRE 28,423.93 0.103991 3,410.18 - 31,834.11 1,929.66 179-220-18 - 946,871 946,871 3.23% 1,029.12 12.00 1,041.12 16001 SJC FLOOD CONTROL 443.05 0.001621 53.16 - 496.21 30.08 - 0.00% - - 16101 SJC FLOOD CTRL-ZN NO. 9 910.97 0.003333 109.30 - 1,020.27 61.84 - 0.00% - - 21901 SJC MOSQUITO ABATEMENT 1,984.76 0.007261 238.11 - 2,222.87 134.74 - 0.00% - - 23301 CENTRAL SAN JOAQUIN WATER CONSER 1,479.20 0.005412 177.48 - 1,656.68 100.42 - 0.00% - - 24901 S J REGIONAL TRANSIT DISTRICT 1,372.68 0.005022 164.69 - 1,537.37 93.19 - 0.00% - - 41100 ERAF - EDUCATIONAL REVENUE AUGMENTA 73,107.90 0.26747 8,771.15 - 81,879.06 4,963.18 - 0.00% - - - - 0.00% - -
- - 0.00% - -
- - 0.00% - -
- - 0.00% - -
- - 0.00% - -
TRA Totals: 273,331.43 1.000000 32,793.04 - 306,124.47 18,556.04 - 0.00% - - - 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
SUBTOTAL - 1,775,427 1,775,427 6.06% 1,929.65 110.40 2,040.05 OTHER 175,000 27,339,332 27,514,332 93.94% 29,904.46
TOTAL 175,000 29,114,759 29,289,759 100.00% 31,834.11
EXHIBIT 3 1636
Tax Code Description Prior Year Alloc Incr Factor T/C Incr Annex Adj Total $ Area $ - APN HOX NET AV TOTAL % 1% DC LOSS 10001 COUNTY GENERAL 145,409.53 0.206793 12,528.81 - 157,938.34 2,540.94 - 0.00% - - 10123 ROAD DISTRICT 1 27,500.81 0.039110 2,369.53 - 29,870.34 480.56 179-220-11 - 357,743 357,743 0.37% 298.13 217.30 515.43 10618 COUNTY LIBRARY 11,728.02 0.016679 1,010.52 - 12,738.54 204.94 - 0.00% - - 12201 STOCKTON UNIFIED SCHOOLS 210,651.32 0.299577 18,150.25 - 228,801.57 3,681.00 179-220-13 - 350,943 350,943 0.37% 292.46 90.60 383.06 13001 S.J. DELTA COMM COLLEGE 26,093.67 0.037109 2,248.30 - 28,341.97 455.97 - 0.00% - - 13201 COUNTY OFFICE OF EDUCATION 6,973.12 0.009917 600.83 - 7,573.95 121.85 179-220-17 - 225,000 225,000 0.23% 187.51 12.00 199.51 15101 MONTEZUMA FIRE 73,519.25 0.104555 6,334.60 - 79,853.85 1,284.70 - 0.00% - - 16001 SJC FLOOD CONTROL 1,144.13 0.001627 98.57 - 1,242.70 19.99 179-220-19 - 607,906 607,906 0.63% 506.61 12.00 518.61 16101 SJC FLOOD CTRL-ZN NO. 9 2,355.51 0.003350 202.96 - 2,558.47 41.16 179-220-24 - - - 0.00% - 12.00 12.00 21901 SJC MOSQUITO ABATEMENT 5,136.36 0.007305 442.58 - 5,578.94 89.76 - 0.00% - - 24901 S J REGIONAL TRANSIT DISTRICT 3,553.03 0.005053 306.14 - 3,859.17 62.09 - 0.00% - - 41100 ERAF - EDUCATIONAL REVENUE AUGMENTA 189,098.07 0.268925 16,293.16 - 205,391.23 3,304.37 - 0.00% - - - - 0.00% - -
- - 0.00% - -
- - 0.00% - -
- - 0.00% - -
- - 0.00% - -
- - 0.00% - -
TRA Totals: 703,162.82 1.000000 60,586.26 - 763,749.08 12,287.33 - 0.00% - - - 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
- 0.00% - -
SUBTOTAL - 1,541,592 1,541,592 1.61% 1,284.71 343.90 1,628.61 OTHER 391,310 93,888,490 94,279,800 98.39% 78,569.14
TOTAL 391,310 95,430,082 95,821,392 100.00% 79,853.85
EXHIBIT 3 1637
FIGURE -7: 10-YEAR PLANNING HORIZON ANNEXATION AREAS
Source: City of Stockton, 2016 Placeworks, revised February 22, 2022 EXHIBIT 4
1638
ORDINANCE NO.

AN ORDINANCE AMENDING TITLE 16 OF THE STOCKTON MUNICIPAL CODE RELATED TO THE “ZONING MAP,” IN SECTION 16.16.030 OF THE STOCKTON

MUNICIPAL CODE, TO PREZONE A PROPERTY TO INDUSTRIAL LIMITED (IL) LOCATED AT 5110, 5150, 5268, 5280, AND 5290 MARIPOSA ROAD, 4500 EAST CLARK ROAD, 4600 AND 4610 MARFARGOA DRIVE (APNS 179-220-10; -11; -12; - 13; 16; -17; -18; -19; -24) (APPLICATION NO. P20-0805)
On October 19, 2020, the applicant, Greenlaw Partners, LLC submitted a request for a Development Agreement and Prezoning of Assessor’s Parcel Numbers (APNs) 179- 220-10; -11; -12; -13; -16; -17; -18; -19; -24 to the Industrial, Limited (IL) zoning designation for the purposes of future industrial development. The nine (9) legal parcels combined total approximately 203.48 acres and would be developed for future industrial and warehouse uses. While the design and size of the future buildings will be determined in the subsequent Site Plan Review and Design Review processes required prior to construction, at full buildout, these facilities could total approximately 3.6 million square feet distributed amongst seven (7) buildings; and
On March 10, 2022, the Planning Commission held a duly noticed public hearing, pursuant to Stockton Municipal Code (SMC) Section 16.116.040(D), to consider the proposed Prezoning, at which all times all interested parties had the opportunity to be heard; and
At the March 10, 2022 public hearing, and prior to acting on this request, the Planning Commission considered and recommended certification of an EIR (SCH #2020120283) prepared pursuant to the California Environmental Quality Act (CEQA); now, therefore,
On April 19, 2022, the City Council held a duly noticed public hearing, pursuant to Stockton Municipal Code (SMC) Section 16.116.040(D), to consider the proposed Prezoning, at which all times all interested parties had the opportunity to be heard; and On April 19, 2022, the City Council convened a public hearing regarding the Planning Commission’s recommendation. In such meeting, the City Council considered the recommendations of the Planning Commission based on the findings indicated in said resolution; now, therefore,

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

SECTION 1. FINDINGS AND INTENT
The City Council of the City of Stockton finds, pursuant to SMC section 16.116.050(B), 1639
that:

A. The proposed Prezone action ensures and maintains internal consistency with the general land uses, objectives, policies, programs, and actions of all elements of the General Plan. The 2040 General Plan Land Use Map designates the subject site Industrial. Pursuant to Table 2-1 (General Plan Relationship to Development Code) of the General Plan, the IL Zone is compatible with the General Plan Land Use Map designation of Industrial.

B. The proposed Prezone action would not create any inconsistencies with SMC Title 16 (Development Code) since it pertains to the Zoning Map only. The text of Title 16 (Development Code) would remain unchanged under this action.

C. The proposed Prezone action would further the following General Plan policies:
i. Goal LU-4: Attract and retain companies that offer high-quality jobs with wages that are competitive with the region and state.
ii. Policy LU-4.2: Attract employment- and tax-generating businesses that support the economic diversity of the city.
iii. Policy LU-6.2: Prioritize development and redevelopment of vacant, underutilized, and blighted infill areas.

D. The proposed Prezone action will not endanger, jeopardize, or otherwise constitute a hazard to the public convenience, health, interest, safety or general welfare of persons residing or working in the City because the IL Zone designation will, as noted above, be compatible with General Plan Land Use Map designation applicable to the site.

E. The proposed Prezone action complies with the California Environmental Quality Act (CEQA) and the City’s CEQA Guidelines, because an Environmental Impact Report (EIR) has been prepared and the analysis included therein demonstrates where feasible, application of mitigation measures that would reduce the impacts to a level of less than significant, and a Statement of Overriding Considerations has been prepared to accommodate additional significant effects that are unable to be mitigated, from either the Prezone action or other related actions constituting the project.

F. Based on the information included in the accompanying EIR, the subject site would be physically suitable (including access, provision of utilities, compatibility with adjoining land uses, and absence of physical constraints) for the requested zoning designation and anticipated land use development.
//
//
1640
SECTION II. PREZONE CLASSIFICATION
G. That the Zoning Map, Exhibit 1, particularly referred to in SMC section

16.16.030, and by reference made a part hereof, said Code is hereby amended to provide an Industrial, Limited (IL) Zone designation for Assessor’s Parcel Numbers 179-220-10; -11; -12; -13; -16; -17; -18; -19; -24 upon annexation to the City of Stockton.

SECTION III. SEVERABILITY
If any part of this Ordinance is held invalid for any reason, such decision shall not affect the validity of the remaining portion of this Ordinance, and the City Council hereby declares that it would have passed the remainder of this Ordinance if such invalid portion thereof had been deleted.

SECTION IV. EFFECTIVE DATE
This Ordinance shall take effect and be in full force thirty (30) days after its passage.

ADOPTED:

EFFECTIVE:

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
1641
Z:\2020\A20631\DOCS\SURVEY DOCS\LEGAL DESCRIPTION\A20631-LD MARIPOSA INDUSTRIAL PARK - ANNEX.doc
LAFCO __‐__
MARIPOSA INDUSTRIAL PARK ANNEXATION
TO THE CITY OF STOCKTON
EXHIBIT “A” - Annexation Legal & Prezoning Description
ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE UNINCORPORATED AREA OF SAN JOAQUIN COUNTY, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

BEING A PORTION OF SECTION 59 AND 69 OF THE C. M. WEBER GRANT, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED JANUARY 14, 2005, AS DOCUMENT NO. 2005‐010345, THAT CERTAIN DOCUMENT RECORDED NOVEMBER 12, 2008, AS DOCUMENT NO. 2008‐177643, THAT CERTAIN DOCUMENT RECORDED FEBRUARY 10, 2020, AS DOCUMENT NO. 2020‐017708 AND THAT CERTAIN DOCUMENT RECORDED DECEMBER 24, 2019, AS DOCUMENT NO. 2019‐151974 SAN JOAQUIN COUNTY RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT AT THE SOUTHEAST CORNER PARCEL ONE OF THE LANDS OF HOGGAN ESTATES. LLC, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED JANUARY 14, 2005, AS DOCUMENT NO. 2005‐010345, SAN JOAQUIN COUNTY RECORDS, SAID POINT ALSO BEING ALONG THE EXISTING BOUNDARY OF THE STOCKTON CITY LIMIT LINE; THENCE ALONG THE SOUTHERLY  BOUNDARY OF SAID PARCEL ONE AND ALSO ALONG THE EXISTING BOUNDARY OF THE STOCKTON CITY LIMIT LINE, (1) SOUTH 72° 09’ 06” EAST, 2410.37 FEET, TO THE SOUTHWEST CORNER OF SAID PARCEL ONE, SAID POINT ALSO BEING ALONG THE EASTERLY LINE OF THE “MAP OF SUBDIVISION NO. 4 CLARKADOTA FIG PLANTATIONS”, FILED IN BOOK 10 OF MAPS & PLATS, AT PAGE 38, SAN JOAQUIN COUNTY RECORDS; (2) THENCE LEAVING SAID EXISTING BOUNDARY OF THE STOCKTON CITY LIMIT AND RUNNING ALONG SAID EASTERLY LINE OF THE “MAP OF SUBDIVISION NO. 4 CLARKADOTA FIG PLANTATIONS” NORTH 17° 09’ 06” WEST, 3940.90, TO THE NORTHEAST CORNER THEREOF, BEING A POINT ON THE NORTHERLY LINE OF SAID SECTION 59 OF THE C. M. WEBER GRANT,
(3) THENCE ALONG SAID NORTHERLY LINE OF SECTIONS 59 AND 69 OF SAID C. M. WEBER GRANT, NORTH 72° 09’ 06” EAST, 1691.35 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT OF WAY LINE OF MARIPOSA ROAD,
(4) THENCE ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE, SOUTH 59° 53’ 28” EAST, TO THE WESTERLY LINE OF THE LANDS OF OCHOA, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED SEPTEMBER 12, 2008, AS DOCUMENT NO. 2008‐149798, SAN JOAQUIN COUNTY RECORDS,
(5) THENCE ALONG SAID WESTERLY LINE OF OCHOA THE FOLLOWING TWO COURSES:

SOUTH 71° 52’ 14’’” EAST, 282.52 FEET, AND
(6) SOUTH  59° 48’ 18” WEST, 170.97 FEET, TO A POINT ON THE EASTERLY LINE OF THE LANDS OF MARIPOSA ROAD OWNERS, LLC, AS DESCRIBED IN THAT CERTAIN DOCUMENT EXHIBIT 1 - Prezone Description and Map 1642
Z:\2020\A20631\DOCS\SURVEY DOCS\LEGAL DESCRIPTION\A20631-LD MARIPOSA INDUSTRIAL PARK - ANNEX.doc
RECORDED DECEMBER 24, 2019, AS DOCUMENT NO. 2019‐151974, SAN JOAQUIN COUNTY RECORDS,
(7) THENCE ALONG SAID EASTERLY LINE OF THE LANDS OF MARIPOSA ROAD OWNERS, LLC, SOUTH 17° 50’ 54” EAST, 1065.25 FEET, TO THE NORTHWESTERLY CORNER OF THE LANDS OF THE TOLENTINO TRUST AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED FEBRUARY 25, 2019, AS DOCUMENT NO. 2019‐019341, SAN JOAQUIN COUNTY RECORDS,
(8) THENCE ALONG THE NORTHERLY LINE OF SAID LANDS OF THE TOLENTINO TRUST, SOUTH 72° 29’ 06” WEST, 301.20 FEET, TO THE NORTHWESTERLY CORNER THEREOF, (9) THENCE ALONG THE WESTERLY LINE OF THE LANDS OF THE TOLENTINO TRUST, AND ALONG THE WESTERLY LINE OF THE LANDS OF LOTT TRUST, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED AUGUST 11, 2008, AS DOCUMENT NO. 2008‐130946, SAN JOAQUIN COUNTY RECORDS, SOUTH 17° 50’ 54” EAST, 717.85 FEET, TO THE SOUTHWESTERLY CORNER OF SAID LANDS OF LOTT TRUST,
(10) THENCE ALONG THE SOUTHERLY LINE OF THE LANDS OF LOTT TRUST, NORTH 72° 09’ 06” EAST, 301.20 FEET, TO THE SOUTHEASTERLY CORNER THEREOF, ALSO BEING A POINT ON THE EASTERLY LINE OF THE LANDS OF HOGGAN ESTATES. LLC, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED NOVEMBER 11, 2008, AS DOCUMENT NO. 2008‐177643, SAN JOAQUIN COUNTY RECORDS,
(11) THENCE ALONG SAID EASTERLY LINE OF THE LANDS OF LEWIS, AND THE EASTERLY LINE OF THE LANDS OF HOGGAN ESTATES, LLC, AS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED JANUARY 14, 2005, AS DOCUMENT NO. 2005‐010345, SAN JOAQUIN COUNTY RECORDS, SOUTH 17° 50’ 24” EAST, 1077.85 FEET, TO THE POINT OF BEGINNING.

CONTAINING 205.78 ACRES, MORE OR LESS.

FOR ASSESSMENT PURPOSES ONLY. THIS DESCRIPTION OF LAND IS NOT A LEGAL PROPERTY DESCRIPTION AS DEFINED IN THE SUBDIVISION MAP ACT (GOVERNMENT CODE SECTION 66410) AND MAY NOT BE USED AS THE BASIS FOR AN OFFER FOR SALE OF THE LAND DESCRIBED.

EXHIBIT “B” A PLAT IS ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.

KIER & WRIGHT CIVIL ENGINEERS & SURVEYORS, INC.

THIS DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION.

DEAN A. JURADO, P.L.S. NO. 9032  DATE
EXHIBIT 1 - Prezone Description and Map 1643
EXHIBIT 1 - Prezone Description and Map 1644
EXHIBIT 1 - Prezone Description and Map 1645
2/5/2021 Parcel Map Check Report
file:///C:/Users/glamb/AppData/Local/Temp/civilreport.html 1/2 Parcel Map Check Report
Client: Prepared by:

Client Gary Lamb

KIER & WRIGHT
250 Cherry Lane, Suite 208
Date: 2/5/2021 12:16:37 PM
Parcel Name: BNDRY-LOT - EXTERIOR BOUNDARY
Description:

Process segment order counterclockwise: False
Enable mapcheck across chord: False
North:2,159,029.1138' East:6,364,979.3493'
Segment# 1: Line
Course: S72° 09' 06"W Length: 2,410.37'
North: 2,158,290.3393' East: 6,362,684.9876'
Segment# 2: Line
Course: N17° 50' 45"W Length: 3,940.90'
North: 2,162,041.6211' East: 6,361,477.2718'
Segment# 3: Line
Course: N72° 09' 06"E Length: 1,691.35'
North: 2,162,560.0172' East: 6,363,087.2191'
Segment# 4: Line
Course: S59° 53' 28"E Length: 902.57'
North: 2,162,107.2475' East: 6,363,868.0086'
Segment# 5: Line
Course: S17° 52' 14"E Length: 282.52'
North: 2,161,838.3584' East: 6,363,954.7048'
Segment# 6: Line
Course: S59° 48' 18"E Length: 170.97'
North: 2,161,752.3700' East: 6,364,102.4774'
Segment# 7: Line
Course: S17° 50' 54"E Length: 1,065.25'
North: 2,160,738.3892' East: 6,364,428.9748'
Segment# 8: Line
Course: S72° 09' 06"W Length: 301.20'
EXHIBIT 1 - Prezone Description and Map 1646
2/5/2021 Parcel Map Check Report
file:///C:/Users/glamb/AppData/Local/Temp/civilreport.html 2/2 North: 2,160,646.0719' East: 6,364,142.2712'
Segment# 9: Line
Course: S17° 50' 54"E Length: 717.85'
North: 2,159,962.7712' East: 6,364,362.2911'
Segment# 10: Line
Course: N72° 09' 06"E Length: 301.20'
North: 2,160,055.0885' East: 6,364,648.9947'
Segment# 11: Line
Course: S17° 50' 54"E Length: 1,077.85'
North: 2,159,029.1142' East: 6,364,979.3539'
Perimeter: 12,862.03' Area: 8,963,651.62Sq.Ft.

Error Closure: 0.0046 Course: N85° 33' 42"E
Error North : 0.00036 East: 0.00460
Precision 1: 2,796,093.48
EXHIBIT 1 - Prezone Description and Map 1647
ORDINANCE NO.

AN ORDINANCE APPROVING THE DEVELOPMENT AGREEMENT FOR THE

MARIPOSA INDUSTRIAL PARK PROJECT

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

SECTION I. Findings
Pursuant to Stockton Municipal Code section 16.128.080, the City Council of the City of Stockton hereby finds:
a. The Development Agreement is in the best interest of the City, as it would promote Industrial development and employment opportunities associated with those uses.
b. The Development Agreement complies with the City Development Code and other applicable ordinances and regulations, particularly the regulations of Chapter 16.128 pertaining to development agreements. c. The Development Agreement is consistent with the general land uses, objectives, policies, and programs of the General Plan, any applicable specific plan or master development plan. The Development Agreement provides industrial development opportunities in Stockton, consistent with the General Plan goals and policies, including the creation of jobs. d. The Development Agreement will not endanger, jeopardize, or otherwise constitute a hazard to the public convenience, health, interest, safety, or general welfare in that projects constructed pursuant to it are required to comply with all health and safety regulations, zoning requirements, infrastructure provision, and General Plan policies. e. The Development Agreement complies with the conditions, requirements, restrictions, and terms of Section 16.128.060(B) (Preparation and Content - Proposed Development Agreement). f. The Development Agreement complies with the provisions of the California Environmental Quality Act (CEQA) and the City’s CEQA Guidelines in that evaluation of potential impacts have been completed and mitigation measures have been incorporated to mitigate all identified impacts to a less-than-significant level or a Statement of Overriding Considerations has been included.
//
//
1648
2 SECTION II. Development Agreement
Pursuant to Stockton Municipal Code Section 16.128.070, the Stockton City Council has conducted a public hearing on April 19, 2022, and hereby approves the Development Agreement for the Mariposa Industrial Park Project, attached as Exhibit 1 in substantially the form to be executed, based on the above findings.

SECTION III. Effective Date
This Ordinance shall take effect and be in full force thirty (30) days after its passage.

ADOPTED:

EFFECTIVE:

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
1649

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN
TO:

City of Stockton
425 N. El Dorado St, 1st Floor
Stockton, CA 95202
Attention: City Clerk
Record for the Benefit of
The City of Stockton
Pursuant to Government Code
Section 27383
Space Above Reserved for Recorder’s Use Only

DEVELOPMENT AGREEMENT

BY AND BETWEEN
CITY OF STOCKTON, a
California municipal corporation
AND

GREENLAW DEVELOPMENT, LLC
a California limited liability company

MARIPOSA INDUSTRIAL PARK PROJECT
Effective Date: _____________, 2022
EXHIBIT 1 1650
EXHIBIT 1 1651
ARTICLE 1. DEFINITIONS...........................................................................................................

ARTICLE 2. LAFCO CONDITION; REPRESENTATIONS AND WARRANTIES ...................

ARTICLE 3. EFFECTIVE DATE AND TERM.............................................................................

ARTICLE 4. DEVELOPMENT RIGHTS; APPLICABLE LAWS................................................

ARTICLE 5. FEES AND FEE CREDITS.......................................................................................

ARTICLE 6. POTENTIAL CFD FOR FIRE STATION FACILITY.............................................

ARTICLE 7. COMPLIANCE WITH LAWS; COMMUNITY BENEFITS ...................................

ARTICLE 8. COOPERATION AND IMPLEMENTATION.........................................................

EXHIBIT 1 1652
ARTICLE 9. THIRD PARTY LEGAL CHALLENGE, IMDEMNITY AND
INSURANCE ........................................................................................................

ARTICLE 10. ANNUAL REVIEW ................................................................................................

ARTICLE 11. MORTGAGEE PROTECTION...............................................................................

ARTICLE 12. AMENDMENT OF AGREEMENT AND PROJECT APPROVALS....................

ARTICLE 13. ASSIGNMENT........................................................................................................

EXHIBIT 1 1653
ARTICLE 14. DEFAULT; REMEDIES; TERMINATION ...........................................................

ARTICLE 15. MISCELLANEOUS PROVISIONS........................................................................

EXHIBIT 1 1654
EXHIBIT 1 1655

DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (“Agreement”) dated for reference purposes as of _____________, 2022 (“Agreement Date”), is entered into by and between GREENLAW DEVELOPMENT, 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.”

R E C I T A L S
This Agreement is entered into on the basis of the following facts, understandings and intentions of the Parties. The following recitals are a substantive part of this Agreement; capitalized terms used herein and not otherwise defined are defined in Article 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 risks 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 Council has adopted a development agreement ordinance codified as Chapter 16.128 of the City’s Municipal Code (“Development Agreement Ordinance”), which authorizes the execution of development agreements and sets forth the required contents and form of those agreements. The provisions of the Development Agreement Statute and the City’s Development Agreement Ordinance are collectively referred to herein as the “Development Agreement Law.” C. Developer holds a legal or equitable interest in that certain approximately 203-acre real property, as defined by Government Code subsections 65865(a) and (b), located within the unincorporated area of the County of San Joaquin (the “County”) commonly known as the Mariposa Industrial Park (the “Property”). The Property is currently comprised of nine (9) separate parcels bearing Assessors Parcel Numbers 179-220-100, 179-220-110, 179-220-120, 179- 220-130, 179-220-160, 179-220-170, 179-220-180, 179-220-190, and 179-220-240. The Property is more particularly described and depicted in Exhibit A attached hereto and incorporated herein.

D. Not later than fourteen (14) days following its execution of this Agreement, the City will submit an application to the Local Agency Formation Commission (“LAFCO”) to annex the Property into the City (the “Annexation Proceedings”). The potential environmental impacts from development of the Property were evaluated by the City, in compliance with the requirements of the California Environmental Quality Act (“CEQA”), in that certain Environmental Impact Report for the Mariposa Industrial Park (State Clearinghouse No. 2020120283) certified by the City on __________, 2022 (the “MIP EIR”). Development of the Property as described in the MIP EIR, with the modifications requested by the County shown on Exhibit B hereto, is referred to herein as the “Project.”
E. This Agreement sets forth, among other things, the applicable fees, policies EXHIBIT 1 1656
and zoning requirements that apply to development of the Property, and is intended by the City and Developer to provide Developer with vested rights to develop the Property in accordance with the terms and conditions of this Agreement. Consistent with the State policy expressed by Government Code section 65864, this Agreement is intended to reduce the uncertainty of the planning and entitlement process which can result in waste of resources and escalation of development costs; provide certain assurances to Developer that upon successful completion of the Annexation Proceedings Developer may proceed with development of the Property in accordance with the Project Approvals and Applicable Law (as defined herein) and subject to the terms of this Agreement; strengthen the public planning process; encourage private participation in comprehensive planning; and reduce the economic costs of development.

F. The Planning Commission on February ___, 2022, recommended, by adoption of Resolution No. _______, that the City Council take the following actions:

1. Make the appropriate written findings relating to significant environmental impacts, adopt a statement of overriding considerations, adopt a mitigation monitoring and reporting plan, and certify the MIP EIR, all in accordance with the applicable requirements of CEQA and the CEQA Guidelines.

2. Adopt an ordinance authorizing the City to execute this Agreement and allow structures of up to 100 feet tall on the Property G. Prior to its approval of this Agreement, the City Council took the following actions to review and plan for the future development and use of the Property (collectively, the “Existing Approvals”):

3. Made written findings relating to significant environmental impacts, adopted a statement of overriding considerations, adopted a mitigation monitoring and reporting plan, and certified the MIP EIR, all in accordance with the applicable requirements of CEQA and the CEQA Guidelines.

4. Adopted Ordinance No. ______, authorizing the City to execute this Agreement and allowing for structures of up to 100 feet tall on the Property.

H. Under this Agreement, Developer will provide substantial public benefits to the City through its development of the Property and the Project as described herein, including:

1. The Project will, at no cost to the City, fund the preparation of a Rate and Method of Apportionment and other formation documents to support the formation of a Community Facilities District to support the design, construction, staffing, operation and maintenance of critical fire and police protection facilities for the Mariposa Industrial Park area and surrounding areas in south Stockton and its sphere of influence and, if the City establishes such Community Facilities District, the Property will participate in the Community Facilities District.

2. The Project will generate short-term construction jobs related to Property development, including Property grading, infrastructure and building construction, and long-term EXHIBIT 1 1657
employment-generating uses in the industrial components of the Project consistent with City objectives for creating employment opportunities for residents.

3. The Project will implement the City’s General Plan land use and economic development policies designed to attract employment- and tax-generating businesses that support and promote the economic diversity of the City (General Plan Policy LU-4.2).

I. As provided in Article 6 of this Agreement, the Parties intend to work in good faith to consider potential use of public financing under the Mello-Roos Community Facilities Act of 1982 (Government Code sections 53311 et seq.) (“Mello-Roos Act”) for certain Public Benefit Facilities needed in connection with the Project. The financing of such facilities through a MelloRoos Act community facilities district would fulfill the express legislative goals of the Development Agreement Statute; strengthen the public planning process by linking development rights to financing of public facilities; encourage participation by private landowners in the comprehensive planning required by such financing; reduce economic risk and costs of development by spreading the costs of needed facilities over time; and allow Developer, in exchange for voluntary participation in such financing programs, to proceed with development in accordance with existing City policies, rules and regulations.

J. 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 Project Approvals, thereby encouraging planning for, investment in, and commitment to use and development of the Property. Development of the Property in accordance with the terms of this Agreement will in turn provide substantial public benefits to the City, thereby achieving the goals and purposes for which the Development Agreement Law was enacted.

K. 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 consistent with 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.

L. The City Council approved this Agreement by Ordinance No. __________, adopted by the City Council on _________________, 2022 (“Enacting Ordinance”).

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

A G R E E M E N T
ARTICLE 1.

DEFINITIONS
“Agreement” means this Development Agreement and all Exhibits hereto.

EXHIBIT 1 1658
“Agreement Date” means the reference date identified in the preamble to this Agreement.
“Annexation Date” is defined in Section 2.1.
“Annexation Deadline” is defined in Section 2.1.
“Annexation Proceedings” is defined in Recital D.
“Annual Review” is defined in Section 10.1.
“Applicable City Regulations” is defined in Section 4.2. “Applicable Law” means the Applicable City Regulations and all State and Federal laws and regulations applicable to the Property and the Project as such State and Federal laws are enacted, adopted and amended from time to time, as more particularly described in Section 4.5 (Changes in Applicable Law).
“Assignee” is defined in Section 13.3.
“Assignment” is defined in Section 13.2.
“Capital Financing and Debt Management Policy” means the City’s Debt Management Policy for Capital and Land Secured Financing, Policy Number 17.01.040, with an effective date of October 30, 2018, as it may be amended from time to time. “CEQA” is defined in Recital D.
“CEQA Guidelines” means the State CEQA Guidelines (California Code of Regulations, Title 14, section 15000, et seq.), as amended from time to time. “CFD” is defined in Section 7.2.2.
“Changes in Applicable Law” is defined in Section 4.5.
“City” means the City of Stockton, a California municipal corporation. “City Council” means the City Council of the City of Stockton. “City Manager” means the City’s City Manager or his or her designee. “City Parties” means and includes City and its elected and appointed officials, officers, agents, employees, contractors and representatives. “Claims” means liabilities, obligations, orders, claims, damages, fines, penalties and expenses, including attorneys’ fees and costs.
“Connection Fees” means those fees charged by City on a citywide basis or by a utility provider to utility users as a cost for connecting water, sanitary sewer, and other EXHIBIT 1 1659
applicable utilities, except for any such fee or portion thereof that constitutes an Impact Fee, as defined below.
“Consultant Fees” is defined in Section 5.3.
“Default” is defined in Section 14.1.
“Developer” means Greenlaw Development, LLC, and its permitted successors and assignees.
“Development Agreement Law” is defined in Recital B.
“Development Agreement Ordinance” is defined in Recital B. “Development Agreement Statute” is defined in Recital A. “Effective Date” means the date that this Agreement becomes effective as determined under Section 3.1.
“Enacting Ordinance” refers to the Ordinance identified in Recital L. “Existing Approvals” is defined in Recital G.
“Extension Term” is defined in Section 3.2.2.
“Final” means the date on which (1) all applicable appeal periods for the filing of any administrative appeal challenging the issuance or effectiveness of each of the Existing Approvals and this Agreement shall have expired and no such appeal shall have been filed; (2) in the event of any administrative appeal or Litigation Challenge challenging any of the Existing Approvals and/or this Agreement, that the administrative appeal or Litigation Challenge is settled or there is a final determination or judgment upholding the Existing Approvals and this Agreement, as applicable, and the administrative appeal or Litigation Challenge is no longer subject to appeal.
“General Plan” means the Envision Stockton 2040 General Plan of the City of Stockton adopted by the City Council on December 4, 2018. “Impact Fees” means the monetary amount 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 the development project or development of the public facilities related to the development project, including, any “fee” as that term is defined by Government Code section 66000(b). For purposes of this Agreement, a fee that meets both the definitions of an Impact Fee and an Exaction will be considered to be an Impact Fee. Impact Fees do not include Other Agency Fees.
“Impact Fee Lock Period” is defined in Section 5.1.
“Initial Term” is defined in Section 3.2.1.

EXHIBIT 1 1660
“LAFCO” is defined in Recital D.
“Litigation Challenge” is defined in Section 9.1.1.
“Litigation Delay” is defined in Section 15.4.2.
“Major Modification” is defined in Section 12.2.
“Mello-Roos Act” is defined in Recital I.
“Minor Modification” is defined in Section 12.2.
“MIP EIR” is defined in Recital D.
“Mortgage” means any mortgage, deed of trust, security agreement, and other like security instrument encumbering all or any portion of the Property, or any of the Developer’s rights under this Agreement.
“Mortgagee” means the holder of any Mortgage, and any successor, assignee or transferee of any such Mortgage holder.
“Municipal Code” means and refers to the Municipal Code of the City of Stockton, as amended from time to time.
“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 their power of initiative or otherwise) after the Effective Date.
“Notice of Breach” is defined in Section 14.1.
“Party/Parties” is defined in the introductory paragraph preceding the Recitals of this Agreement.
“Permitted Delay” is defined in Section 15.4.1.
“PFF Credits” means credits for PFF Impact Fees as provided by Section

16.72.260 of the City of Stockton Municipal Code.
“PFF Impact Fees” means Impact Fees imposed by the City under the City’s Municipal Code, as it may be amended or replaced from time to time. “Planning Commission” means the Planning Commission of the City of Stockton.
“Processing Fees” means all fees charged on a City-wide basis to cover the cost of City processing of Subsequent Approvals and further including any required supplemental or further environmental review, plan checking, inspection and monitoring at the rates which are in EXHIBIT 1 1661
effect at the time those permits, approvals, parcel and/or subdivision maps, entitlements, reviews or inspections are applied for or requested.
“Project” is defined in Recital D.
“Project Approvals” means the Existing Approvals and, when and as approved in accordance with the terms of this Agreement, the Subsequent Approvals. “Property” is defined in Recital C.
“Subdivision Map Act” means California Government Code sections 66410 through 66499.58, as it may be amended from time to time. “Subsequent Approvals” is defined in Section 8.1.
“Term” is defined in Section 3.2.1.

ARTICLE 2.

LAFCO CONDITION; REPRESENTATIONS AND WARRANTIES
LAFCO Annexation. The Parties hereby acknowledge that pursuant to Government Code subsection 65865(b), this Agreement shall not become operative unless and until the Property is annexed to the City; provided, however, that the Parties’ obligations in this Section 2.1 shall be effective and binding on the Parties immediately upon the Effective Date.

The Parties agree to cooperate diligently and in good faith to submit an annexation application to LAFCO as soon as practicable following the Effective Date. The Parties further agree that this Agreement shall automatically terminate if the Annexation Proceedings have not been successfully completed on or before the Annexation Deadline (defined below), and as a result of such termination this Agreement shall be entirely null and void. Subject to potential extension as provided herein, the “Annexation Deadline” shall be December 31, 2022. The Annexation Deadline shall be subject to automatic extension in the event of Litigation Challenge as provided in Section 15.4.2 and may also be extended by mutual agreement of the Parties, each in its sole and absolute discretion. To avoid uncertainty, the Parties acknowledge that the action which must occur to successfully complete the Annexation Proceedings by the Annexation Deadline is issuance of the Certificate of Completion by LAFCO. The date upon which LAFCO issues such Certificate of Completion shall be the “Annexation Date”. In the event this Agreement is terminated or deemed terminated as a result of the inability or failure to successfully complete the Annexation Proceedings by the Annexation Deadline then, upon request by either Party, City and Developer shall execute, acknowledge and record in the Official Records a memorandum of termination memorializing the termination of this Agreement.

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

2.2.1 Corporate Formation and Powers. City is a municipal corporation, and has all necessary powers under the laws of the State of California to enter into and perform the undertakings and obligations of City under this Agreement.

EXHIBIT 1 1662

2.2.2 Duly Authorized. 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 action and all necessary approvals have been obtained.

2.2.3 Valid Obligation. 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.

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

2.3.1 Company Formation and Powers. Developer is duly organized, validly existing and in good standing under the laws of the State of California and is authorized to conduct business in 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.

2.3.2 Duly Authorized. 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.

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

2.3.4 Developer’s Property Interest. Developer has a legal or equitable interest in each of the parcels comprising the Property.

2.3.5 No Bankruptcy. Developer has not (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Developer’s creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially all, of Developer’s assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of Developer’s assets; or (e) admitted in writing its inability to pay its debts as they come due.

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 2.3 not to be true, immediately give written notice of such fact or condition to City.

EXHIBIT 1 1663
ARTICLE 3.

EFFECTIVE DATE AND TERM
Effective Date. The Effective Date of this Agreement (“Effective Date”) shall be the later of (a) the date that is thirty (30) days after the date the Enacting Ordinance is adopted, or (b) the date this Agreement is fully executed by the Parties. Said date shall function as the Effective Date for purposes of this Agreement even if, as anticipated by the Parties, the Annexation Date occurs later. The Parties acknowledge that section 65868.5 of the Development Agreement Statute requires that this Agreement be recorded with the County Recorder no later than ten (10) days after the City enters into this Agreement, and that the burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. The City Clerk shall cause such recordation.

Term.

3.2.1 Initial Term of Agreement. Subject to extension for Litigation Delay as provided in Section 15.4.2 below, the “Initial Term” of this Agreement shall commence on the Annexation Date and shall expire on the tenth (10th) anniversary of the Annexation Date, unless extended or earlier terminated as provided herein. As used herein “Term” means the Initial Term, plus any Extension Term (defined below).

3.2.2 Extension of Initial Term. The Initial Term of this Agreement may be extended by mutual written agreement of the Parties from the date of expiration of the Initial Term until the date which is five (5) years following the expiration of the Initial Term (“Extension Term”), provided that at the end of the Initial Term: (a) Developer is not, at the time, in Default of any of its obligations hereunder following notice and expiration of applicable cure periods; and (b) the applicable Developer warranties and representations in Section 2.3 above continue to be true and correct. Following the expiration of the Term, or the earlier completion of development of the Project and satisfaction of all of Developer's obligations in connection therewith, this Agreement shall be deemed terminated and of no further force and effect.

3.2.3 Memorandum of Extension. If the Extension Term is granted, City and Developer agree to execute, acknowledge and record in the Official Records of San Joaquin County a memorandum evidencing approval of the Extension Term.

ARTICLE 4.

DEVELOPMENT RIGHTS; APPLICABLE LAWS
Vested Rights. The Property is hereby made subject to the provisions of this Agreement. Developer shall have the vested right to develop the Property in accordance with and subject to the Existing Approvals, the Subsequent Approvals, Applicable Law and this Agreement, which shall control the permitted uses, density and intensity of use of the Property, rate of development, and the maximum height (as amended by this Agreement) and size of buildings on the Property.

EXHIBIT 1 1664
Applicable City Regulations. City and Developer acknowledge and agree that, per the Development Agreement Statute, City is restricted in its authority to limit its police power by contract and that the particular limitations, reservations and exceptions set forth in this Agreement are intended to reserve to City those selected police powers that cannot be so limited.

Notwithstanding the foregoing reservations and exceptions, it is the intent of City and Developer that this Agreement be construed to provide Developer with rights afforded by law, including but not limited to, the Development Agreement Statute. Therefore, the laws, rules, regulations, official policies, standards and specifications of City applicable to the development of the Property and Project shall be, collectively, the following “Applicable City Regulations”:

4.2.1 Project Approvals and Agreement. Those rules, regulations, official policies, standards and specifications of the City set forth in the Project Approvals and this Agreement, including without limitation the right to construct structures of up to one hundred (100) feet tall on the Property;

4.2.2 City Rules as of Effective Date. With respect to matters not addressed by and not otherwise inconsistent with the Project Approvals and this Agreement, those laws, rules, regulations, official policies, standards and specifications (including City ordinances and resolutions) in force and effect on the Effective Date governing permitted uses, building locations, timing and manner of construction, densities, intensities of uses, heights (as set forth herein) and sizes, subdivisions and requirements for on- and off-site infrastructure and public improvements, including the City’s zoning development standards applicable to the Project and the Property. In the event of a conflict between the City Rules described in this Section 4.2.2 and the Project Approvals or this Agreement, such conflict shall be resolved in favor of the Project Approvals or this Agreement.

4.2.3 Procedural Rules. New City Laws that relate to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure imposed at any time, provided such New City Laws are uniformly applied on a City-wide basis to all substantially similar types of development projects and properties.

4.2.4 Building Codes. New City Laws that revise City’s uniform construction codes, including City’s building code, plumbing code, mechanical code, electrical code, fire code, grading code and other uniform construction codes, as of the date of permit issuance, provided, that such New City Laws are uniformly applied on a City-wide basis to all substantially similar types of development projects and properties;

4.2.5 Public Health and Safety. New City Laws that are necessary to protect physical health and safety of the public; provided, that such New City Laws are uniformly applied on a City-wide basis to all substantially similar types of development projects and properties;

4.2.6 New City Laws Not in Conflict. New City Laws that do not materially interfere with Developer’s vested rights under this Agreement or the Project Approvals;

4.2.7 New City Laws Mandated by Changes in Applicable Law. New City Laws mandated by Changes in Applicable Law as provided in Section 4.5 below; and EXHIBIT 1 1665

4.2.8 Other New City Laws. New City Laws that do not apply to the Property and/or the Project due to the limitations set forth above, but which the Parties mutually agree in writing shall be incorporated into the Applicable City Regulations.

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. Without limiting the generality of the foregoing, pursuant to the Subdivision Map Act, any vesting or tentative maps heretofore or hereafter approved in connection with development of the Project or the Property shall be extended for the Term (and may be subject to other extensions provided under the Subdivision Map Act). 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 Project Approval was issued. If upon expiration or earlier termination of this Agreement and the Project Approvals, Developer has not developed the entirety of the Property consistent with this Agreement and the Project Approvals, then the City Council, in its discretion, at any time may change the underlying and use designations or entitlements applicable to the parcels comprising such Property consistent with all Applicable Laws and procedures.

Timing of Development. City and Developer acknowledge that Developer cannot at this time predict what portions of the Project will be included within any 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 can depend upon numerous factors that are not within the control of Developer, such as market orientation and demand, interest rates, absorption rates of residential units, availability of financing and other similar factors. In particular, and not in any limitation of any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v. The Town 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 lateradopted initiative restricting the timing of development prevailing over such parties’ agreement, it is the desire to avoid that result by acknowledging that, except as otherwise provided for in this Agreement, Developer’s vested rights under this Agreement include the right to develop the Property and the Project in such order and at such rate and at such times as Developer deems appropriate in the exercise of its discretion, subject to the terms, requirements and conditions of the Existing Approvals and this Agreement, including provisions addressing required phasing of on- and off-site public improvements.

Changes in Applicable 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 Applicable Law”). In the event Changes in Applicable 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 Applicable Law. Following the meeting between the EXHIBIT 1 1666
Parties, the provisions of this Agreement may, to the extent legally 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 Applicable Law. In such event, this Agreement together with any required modifications shall continue in full force and effect. Nothing in this Agreement shall preclude Developer from contesting by any available means (including administrative or judicial proceedings) such Changes in Applicable Law or their applicability to the Project.

ARTICLE 5.

CITY FEES AND FEE CREDITS
Impact Fees
For the period commencing on the Annexation Date and continuing until the 10th anniversary of the Annexation Date (“Impact Fee Lock Period”), Developer shall pay when due any and all PFF Impact Fees imposed by City at the time of the Annexation Date in accordance with the current City PFF Impact Fee Rate Table provided in this Section below:

CITY PFF IMPACT FEE RATE TABLE
Public Facilities Fee Name Warehouse/Low
Density
High Cube Distribution
(Building over 500ksf)
Agricultural Mitigation (Rate Per
Net Parcel Area within Pay Zone
Area. Note: May acquire the
agricultural easement in lieu of
paying fee)
$10,494.00 $10,494.00
Air Quality
(Rate Per 1,000 sq.ft.)
$405 $405
City Office Space
(Rate Per 1,000 sq.ft.)
$25.50 $25.50
Community Recreation Center
(Rate Per 1,000 sq.ft.)
$23.25 $23.25
Fire Station
(Rate Per 1,000 sq.ft.)
$54.00 $54.00
Libraries
(Rate Per 1,000 sq.ft.)
$56.00 $56.00
Police
(Rate Per 1,000 sq.ft.)
$62.00 $62.00
Street Improvement
(Rate Per 1,000 sq.ft.)
$931.50 $390.17
Traffic Signal Fee
(Rate Per 1,000 sq.ft.)
$108 $108
Surface Water
(Rate Per square foot floor area
divided by 0.60)
$0.228 $0.228
EXHIBIT 1 1667
All City PFF Impact Fees are subject to a 3.5% Administrative Fee at the time of fee collection.

On the first anniversary of the Annexation Date and every twelve (12) months thereafter until expiration of the Impact Fee Lock Period, all City PFF Impact Fee Rates are subject to a two percent (2%) inflationary increase adjustment. Developer agrees that City shall not be bound by the requirements of the Mitigation Fee Act (Government Code § 66000 et seq.) with respect to such Impact Fees. Developer hereby further waives and releases any claims it may have to challenge the legality of the imposition, use or expenditure of the Impact Fees collected by City during the Impact Fee Lock Period on the grounds that City’s imposition, use or expenditure of such fees violates one or more requirements or limitations imposed by the Mitigation Fee Act or any other provision of Applicable Law.

Following expiration of the Impact Fee Lock Period, City may charge and, subject to Developer’s right to pay under protest and pursue a challenge in law or equity to any new or increased Impact Fees, Developer shall pay any and all Impact Fees imposed by City, including new Impact Fees adopted after the Annexation Date; provided, however, City shall only require Developer to pay new Impact Fees (including increases in existing Impact Fees) that are uniformly applied by City to all substantially similar types of development projects and properties. To the extent Developer has earned PFF Credits for completed public improvements, City shall apply such accrued PFF Credits toward PFF Impact Fees payable by Developer until such PFF Credits are exhausted. Except as explicitly set forth in this Agreement, the application and administration of PFF Impact Fees to and for the Property shall be as set forth in the normally applicable requirements of the Stockton Municipal Code.

Other Applicable City Fees. Except as explicitly excluded by this Agreement, City may charge, and Developer agrees to pay, all Processing Fees, Connection Fees, and all passthrough fees collected by the City on behalf of other outside agencies, based on fee rates established by said outside agencies that are uniformly applied on a City-wide basis to all substantially similar types of development projects and properties.

Consultant Fees. In addition to charging the foregoing Processing Fees, City, in its reasonable discretion and following consultation with Developer, may contract with one or more outside inspectors, engineers or consultants to perform all or any portion of the monitoring, inspection, testing and evaluation services to be performed in connection with construction and development of the Project (“Consultant Fees”). Developer shall pay to City, within thirty (30) days following City’s written demand therefor and the City’s submission of invoices, the full amount of all Consultant Fees, plus a fifteen percent (15%) administration charge. The Consultant Fees, together with the associated administrative charge, shall be in addition to, and not in lieu of, the Processing Fees; provided, however, City agrees not to doublecharge Developer (through the imposition of both a Processing Fee and Consultant Fee) for any individual monitoring, inspection, testing or evaluation service.

EXHIBIT 1 1668
ARTICLE 6.

CFD FOR FIRE STATION FACILITY
CFD Formation. The Parties shall cooperate in good faith to establish a Community Facilities District consistent with the provisions of Section 7.2.2 of this Agreement, pursuant to the Mello-Roos Act and the City’s Capital Financing and Debt Management Policy for the design and construction of a fire station to provide fire protection services to the Property and surrounding areas within the City of Stockton and its sphere of influence, consistent with this Agreement, the Project Approvals and Applicable Law.

Funding for CFD Formation. Developer shall fund the analysis and preparation of a Rate and Method of Apportionment (“RMA”) and formation documents for a Community Facilities District (South Stockton Industrial/Commercial Services and Maintenance District) (the “CFD”) consistent with the provisions of Section 7.2.2, in an amount not to exceed one hundred thousand dollars ($100,000.00).

Developer’s Cooperation and Consent. Regarding formation of a Community Facilities District consistent with the provisions of Section 7.2.2 of this Agreement, Developer will (i) execute all necessary petitions and ballots and waive all election waiting and protest periods at City’s request; (ii) support City’s adoption of local policies related to use of said Community Facilities District financing; (iii) allow special tax liens to encumber the Property to accomplish the goals of the Community Facilities District; (iv) be deemed to have irrevocably consented to formation of the Community Facilities District, issuance of Community Facilities District bonds, and the imposition of a special tax against the Property at rates and pursuant to a method of apportionment appropriate to fund the debt service on any Community Facilities District bonds sold to finance the construction of the fire station; and (v) agree not to protest or object to formation of the Community Facilities District or levy of an appropriate special tax consistent therewith.

ARTICLE 7.

COMPLIANCE WITH LAWS; COMMUNITY BENEFITS
Compliance with Applicable Law. Developer, at its sole cost and expense, shall comply with requirements of, and obtain all permits and approvals required by Applicable Law, including requirements of regional, State and Federal agencies having jurisdiction over the Project.

Community Benefits. The Project will afford the City the following public benefits, which could not be secured from Developer in the absence of the Project and this Agreement:

7.2.1 The Project will generate short-term construction jobs related to the development of the Property and the Project, including Property grading, infrastructure and building construction, and long-term employment-generating uses in the industrial and office components of the Project, consistent with City objectives for creation of employment opportunities for residents.

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7.2.2 Not later than thirty (30) days following the Effective Date of this Agreement, Developer shall pay to City $60,000 to fund the analysis and preparation of a Rate and Method of Apportionment (“RMA”) and formation documents for a Community Facilities District (South Stockton Industrial/Commercial Services and Maintenance District) (the “CFD”). Should the costs of preparing the RMA and formation documents exceed $60,000, Developer shall provide additional funding, but the total of Developer’s funding for the RMA and the formation documents (including Developer’s $60,000 initial funding payment) shall not exceed $100,000.

The primary purposes of the CFD are to provide funding for the construction, staffing, equipment, and maintenance for a fire station with a police substation office (the “Station”).

The current estimated construction cost for the Station is $10 million, and the total of the currently estimated annual staffing, equipment, and maintenance costs for the Station is $3.0 million ($2.2 million for staffing and $0.8 million for equipment and maintenance costs).

The annexation area for the CFD will include all currently unapproved commercial and industrial development and parcels within the service area of the Station, both within City limits and that may be annexed into City limits in the future. The CFD will be formed to levy a facilities special tax with a fixed duration, and a services special tax that will continue in perpetuity.

As a condition of the Project approval, Developer shall cooperate with City in the formation of the CFD, based on the RMA and formation documents and on the terms and conditions described above, and in compliance with the requirements of the Mello – Roos Community Facilities Act of 1982 (Government Code §§ 53311 et seq.), including without limitation affirmative votes and the recordation of a Notice of Special Tax Lien.

7.2.3 The Project will implement the City’s General Plan land use and economic development policies designed to attract tax-generating businesses that support the economic diversity of the City (General Plan Policy LU-4.2).

7.2.4 Developer will guarantee certain levels of funding for the Station. If on the fifth anniversary of the Annexation Date the CFD has not collected $1,500,000 in special taxes from all parcels within the CFD, then Developer is obligated to make a payment to the CFD, that payment amount being $1,500,000 less any special taxes already collected by the fifth anniversary of the Annexation Date. Additionally, if on the tenth anniversary of the Annexation Date the CFD has not collected $3,000,000 in special taxes from all parcels in the CFD, then Developer is obligated to make a payment to the CFD, that payment amount being $3,000,000 less all special taxes already collected by the tenth anniversary of the Annexation Date and less any payments previously made by Developer pursuant to this Section 7.2.4. Both the fifth and tenth anniversary payments are separate, independently occurring, obligations. Payments, if obligated, become due 30 days after the respective anniversary date. If the CFD has not been formed on the date that a Developer payment becomes due under this Section 7.2.4, then Developer shall make the payment or payments to the City.

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ARTICLE 8.

COOPERATION AND IMPLEMENTATION
Subsequent Approvals. Certain subsequent land use approvals, entitlements, and permits other than the Existing Approvals (collectively, “Subsequent Approvals”), will be necessary or desirable for implementation of the Project. The Subsequent 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. In connection with any Subsequent Approval, the City shall exercise its discretion in accordance with Applicable Law, the Project Approvals and, as provided by this Agreement, including the reservations of authority set forth herein.

Processing Applications for Subsequent Approvals.

8.2.1 Processing Consistent with Vested Rights. With 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. Applications for Subsequent Ministerial Approvals that are consistent with this Agreement and the Existing Approvals shall be processed and considered in a manner consistent with the vested rights granted by this Agreement and shall be deemed to be tools to implement those final policy decisions, and shall be approved by City so long as they are consistent with this Agreement and the Existing Approvals. While City expressly reserves its discretion with respect to all Subsequent Discretionary Approvals, City agrees that it shall not use its authority in considering any application for a Subsequent Discretionary Approval to change the policy decisions reflected by the Existing Approvals, including changing the permitted uses of the Property or the permitted rate of development, or otherwise to prevent development of the Project as set forth in the Existing Approvals.

8.2.2 City Discretion. Nothing herein shall limit the ability of City to require the necessary reports, analysis or studies to assist in determining that the requested Subsequent Ministerial Approval is consistent with this Agreement and the Existing Approvals.

If the City determines that an application for a Subsequent Ministerial Approval is not consistent with this Agreement or the Existing Approvals and should be processed as an application for a Subsequent Discretionary Approval rather than a Subsequent Ministerial Approval, the City shall specify in writing the reasons for such determination and may propose a modification which would be processed as a Subsequent Ministerial Approval. Developer shall then either modify the application to conform to this Agreement and the Existing Approvals, as the case may be, or the City shall process the application as an application for a Subsequent Discretionary Approval.

Mitigation Measures. To the extent applicable, Developer shall comply with the mitigation measures in the MIP EIR, which reflect the mutually agreed-upon timing of specified improvements and Developer’s pro rata share of funding, where applicable.

Other Agency Subsequent Approvals; Authority of City. Other public agencies not within the control of City may possess authority to regulate aspects EXHIBIT 1 1671
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 appropriate and as permitted by law, in Developer’s efforts to obtain, as may be required, Other Agency Subsequent Approvals.

Subsequent CEQA Review. The City has certified the MIP EIR, which evaluates the environmental effects of full development, operation and use of the Project, and has imposed all feasible mitigation measures to reduce the significant environmental effects of the Project. The Parties understand and agree that the MIP EIR is intended to be used not only in connection with the Existing Approvals, but also, to the extent legally permitted, in connection with any necessary Subsequent Approvals.

ARTICLE 9.

THIRD PARTY LEGAL CHALLENGE, IMDEMNITY AND INSURANCE
Cooperation in the Event of Legal Challenge.

9.1.1 Cooperation by Parties. 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 information.

9.1.2 Potential Joint Defense. 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.

9.1.3 Potential Separate Defense. If Developer desires to contest or defend any Litigation Challenge and if at any time one or both of the Parties determine that they require separate representation: i) Developer shall take the lead role in defending such Litigation Challenge; ii) Developer shall be separately represented by 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 (including consultation as to the scope and budget for such separate representation), with 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 EXHIBIT 1 1672
litigation, all reasonable costs incurred by City in connection with the Litigation Challenge; v) prior to exceeding any previously established budget for the separate City legal representation, City shall confer with and obtain Developer’s input on any proposed budget augmentation or scope revision; and vi) 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.

9.1.4 Cost Awards and Proposed Settlements. 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 the City reserves its full legislative discretion with respect thereto.

Indemnity. Developer shall indemnify, at City’s request defend, and hold the City Parties harmless from and against any and all Claims arising directly as a result of Developer’s acts, omissions, negligence or willful misconduct 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. Developer’s indemnification obligations set forth in this Section shall not apply to the extent any such Claims are the result of the negligence or willful misconduct of any City Party.

Insurance. Prior to commencement of construction of the Project, Developer shall procure and maintain, or cause its contractor(s) to procure and maintain, until the earlier of (a) the expiration of the Term; or (b) the completion of the Project, a commercial general liability policy in an amount not less than Five Million Dollars ($5,000,000) combined single limit, including contractual liability together with a comprehensive automobile liability policy in the amount of Two Million Dollars ($2,000,000), combined single limit. Such policy or policies shall be written on an occurrence form, so long as such form of policy is then commonly available in the commercial insurance marketplace and shall be placed with insurers with a current A.M. Best’s rating of no less than A-:VII or a rating otherwise approved by the City in its sole discretion. If Developer desires to satisfy the foregoing insurance requirements through its contractor, then Developer shall require in its construction contract with the general contractor that said general contractor comply with all of the requirements of this Section 9.3. Developer or its contractor shall furnish at City’s request appropriate certificate(s) of insurance evidencing the insurance coverage required hereunder, and City Parties shall be named as additional insured parties in such policies. The certificate of insurance shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination ten (10) days advance notice in the case of cancellation for nonpayment of premiums) where the insurance carrier provides such notice to the Developer. Coverage provided hereunder EXHIBIT 1 1673
by Developer or its contractor shall be primary insurance and shall not be contributing with any insurance, self-insurance or joint self-insurance maintained by City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of City.

ARTICLE 10.

ANNUAL REVIEW
Annual Review. As required by California Government Code Section 65865.1 and pursuant to 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. In the event the Planning Commission recommends modification or termination of this Agreement in connection with such Annual Review, the action to effectuate such modification or termination must be taken by City Council.

Conduct of Annual Review. The annual review shall be conducted as provided in this Section 10.2. By December 1st of each year, Developer shall provide documentation of its good faith compliance with this Agreement during the calendar year, including a completed annual review form in a form reasonably specified by City from time to time. The information required to be provided as part of the annual review may include, among other items, the status of Project construction and the status of building permit issuances. If the City Manager finds good faith compliance by Developer with the terms of this Agreement, Developer shall be notified in writing and the review for that period shall be concluded. If the City Manager is not satisfied that Developer is performing in accordance with the terms and conditions of this Agreement, the City Manager shall prepare a written report specifying why the Developer may not be in good faith compliance with this Agreement, refer the matter to the City Council, and notify Developer in writing at least fifteen (15) business days in advance of the time at which the matter will be considered by the City Council. This notice shall include the time and place of the City Council’s public hearing to evaluate good faith compliance with this Agreement, a copy of the City Manager’s report and recommendations, if any, and any other information reasonably necessary to inform Developer of the nature of the proceeding. The City Council shall conduct a public hearing at which Developer must submit evidence that it has complied in good faith with the terms and conditions of this Agreement. Developer shall be given an opportunity to be heard at the hearing. The findings of the City Council on whether Developer has complied with this Agreement for the period under review shall be based upon substantial evidence in the record.

If the City Council determines, based upon substantial evidence, that Developer has complied in good faith with the terms and conditions of this Agreement, the review for that period shall be concluded. If the City Council determines, based upon substantial evidence in the record, that Developer has not complied in good faith with the terms and conditions of this Agreement, or there are significant questions as to whether Developer has complied with the terms and conditions of this Agreement, the City Council, at its option, may continue the hearing and may notify Developer of the City’s intent to meet and confer with Developer within thirty (30) days of such determination, prior to taking further action. Following such meeting, the City Council shall EXHIBIT 1 1674
resume the hearing in order to further consider the matter and to make a determination regarding Developer’s good faith compliance with the terms and conditions of this Agreement. In the event City determines Developer is not in good faith compliance with the terms and conditions of this Agreement, City may give Developer a written Notice of Breach, in which case the provisions of Article 14, below, shall apply.

Failure to Conduct Annual Review. Failure of City to conduct an annual review shall not constitute a waiver by the City of its rights to otherwise enforce the provisions of this Agreement nor shall Developer have or assert any defense to such enforcement by reason of any such failure to conduct an annual review.

ARTICLE 11.

MORTGAGEE PROTECTION
Mortgagee Protection. Neither entering into this Agreement nor a breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value. Nothing in this Agreement shall prevent or limit Developer, at its sole discretion, from granting one or more Mortgages encumbering all or a portion of Developer’s interest in the Property or portion thereof or improvement thereon as security for one or more loans or other financing, 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 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. Developer shall provide the City with a copy of the deed of trust or mortgage within ten (10) days after its recording in the official records of San Joaquin County; provided, however, that Developer’s failure to provide such document shall not affect any Mortgage, including without limitation, the validity, priority or enforceability of such Mortgage.

Mortgagee Not Obligated. No Mortgagee (including one who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure or otherwise) shall have any obligation to construct or complete construction of improvements, 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 this Agreement and the other Project Approvals nor to construct any improvements thereon or institute any uses other than those uses or improvements provided for or authorized by this Agreement, or otherwise under the Project Approvals. Except as otherwise provided in this Section 11.2, all of the terms and conditions contained in this Agreement and the other Project Approvals shall be binding upon and effective against and shall run to the benefit of any person or entity, including any Mortgagee, who acquires title or possession to the Property, or any portion thereof.

Notice of Default to Mortgagee. If City receives a notice from a Mortgagee requesting a copy of any Notice of Default given Developer hereunder and specifying the address for service thereof, then City agrees to use its diligent, good faith efforts to deliver to such Mortgagee, concurrently with service thereon to Developer, any Notice of Default given to Developer. Each Mortgagee shall have the right during the same period available to Developer to cure or remedy, or to commence to cure or remedy, the event of Default claimed or the areas of noncompliance set forth in City’s Notice of Default. If a Mortgagee is required to obtain EXHIBIT 1 1675
possession in order to cure any Default, the time to cure shall be tolled so long as the Mortgagee is attempting to obtain possession, including by appointment of a receiver or foreclosure, but in no event may this period exceed 120 days from the date the City delivers the Notice of Default to Developer.

No Supersedure. Nothing in this Article 11 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 11 constitute an obligation of City to such Mortgagee, except as to the notice requirements of Section 11.3.

ARTICLE 12.

AMENDMENT OF AGREEMENT AND PROJECT APPROVALS
Amendment by Written Consent. Except as otherwise expressly provided herein (including Article 10 relating to City’s annual review and Article 14 relating to termination in the event of a breach), this Agreement may be terminated, modified or amended only by mutual written consent of the Parties hereto or their successors in interest or assignees and in accordance with the provisions of Government Code sections 65967, 65867.5 and 65868, and City Municipal Code Section 16.128.

Major Modifications to Agreement. Any amendment to this Agreement which affects or relates to (a) the Term; (b) permitted uses of the Property; (c) provisions for the reservation or dedication of land; (d) conditions, terms restrictions or requirements for subsequent discretionary actions; (e) the type, location, density and intensity of the use of the Property or the maximum height or size of proposed buildings; or (f) providing of community benefits by Developer, shall be deemed a “Major Modification” and shall require giving of notice and a public hearing before the Planning Commission and City Council. In addition, any modifications or changes to the County-requested Project modifications described in Exhibit B hereto shall be deemed a Major Modification for which the County shall be given notice in accordance with Stockton Municipal Code section 16.128.120, and an opportunity to comment thereon. Any amendment which is not a Major Modification shall be deemed a “Minor Modification” and shall not, except to the extent otherwise required by Applicable Law, require notice of public hearing before the Parties may execute an amendment hereto. The City Manager or his or her designee shall have the authority to determine if an amendment is a Major Modification or a Minor Modification.

Minor Modifications. The City Manager or his or her designee shall have the authority to review and approve amendments to this Agreement provided that such amendments are not Major Modifications. No public notice shall be required for a Minor Modification.

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 City and Developer.

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ARTICLE 13.

ASSIGNMENT
General. Because of the necessity to coordinate development of the entirety of the Property pursuant to plans for the Project, certain restrictions on the right of Developer to assign or transfer its interest under this Agreement with respect to the Property, or any portion thereof, are necessary in order to assure the achievement of the goals, objectives and public benefits of the Project and this Agreement. Developer agrees to and accepts the restrictions set forth in this Article 13 as reasonable and as a material inducement to City to enter into this Agreement.

Notice of Assignment. Developer shall provide the City with written notice of any proposed transfer or assignment of Developer’s rights or obligations hereunder (each, an “Assignment”) at least thirty (30) days prior to such Assignment and request City’s consent to such Assignment, as provided herein. Each such notice of proposed Assignment shall be accompanied by evidence of the corporate, limited liability company or other legal entity’s existence and good standing and a proposed form of Assignee’s assumption of Developer’s obligations hereunder substantially in the form of Exhibit C, which would be recorded in the Official Records of San Joaquin County concurrent with the transfer. Developer shall pay the actual costs borne by City in connection with its review of the proposed Assignment, including the costs incurred by the City Attorney’s Office.

Assignment Processing. Notwithstanding any other limitations in this Article 13, Developer may, upon provision of Notice, execution of an agreement documenting such Assignment in accordance with Section 13.2, and provision of evidence of entity formation and good standing, at any time, assign its rights and obligations under this Agreement with respect to all or any portion of the Property without the consent of City to any person, partnership, joint venture, firm, company, corporation or other entity (any of the foregoing, an “Assignee”) acquiring all or a portion of the Property.

Release of Transferring Developer. Upon a transfer of all or a portion of the Property, Developer shall be released from any further liability or obligations hereunder with respect to the portion so transferred and the Assignee shall be deemed to be the Developer under this Agreement with respect to such transferred Property as specified in the assignment and assumption agreement provided: (i) neither Developer nor Assignee is in default under this Agreement at the time of such transfer; (ii) Developer and Assignee have executed and acknowledged and delivered to City for recordation in the Official Records of the County an assignment and assumption agreement substantially in the form of Exhibit C attached hereto; and (iii) the Assignee has expressly assumed for the benefit of City the obligations of Developer as to the portion of the Property so transferred. No release of Developer shall be effective unless and until each of the above conditions have been met. Notwithstanding anything to the contrary contained in this Agreement, if an Assignee Defaults under this Agreement, such Default shall not constitute a Default by Developer (or any other Assignee) with respect to any other portion of the Property hereunder and shall not entitle City to terminate or modify this Agreement with respect to such other portion of the Property.

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Partial Assignment. Subject to the limitations set forth in this Article 13, in the event of a transfer of a portion of the Property, Developer shall have the right to assign 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, at Developer’s expense, shall cooperate with Developer and any proposed Assignee to allocate rights, duties and obligations under this Agreement and the Project Approvals between the assigned portion of the Property and the retained Property. Assignee shall succeed to the rights, duties and obligations of Developer only with respect to the parcel or parcels, or portion of the Property so purchased, transferred, ground leased or assigned, and Developer shall continue to be obligated under this Agreement with respect to any remaining portions of the Property retained by Developer and not assigned.

Successive Assignment. In the event there is more than one Assignment under the provisions of this Article 13, the provisions of this Article 13 shall apply to each successive Assignment and Assignee.

Other Permitted Transfers. The provisions in this Article 13 shall not be deemed to prohibit or otherwise restrict Developer from (i) granting easements or licenses or modifying existing easements to facilitate development of the Property consistent with the Project Approvals; (ii) encumbering the Property or any portion hereof or of the improvements thereon by a Mortgage securing financing with respect to the Property or Project; or (iii) transferring all or a portion of the Property pursuant to a foreclosure, conveyance in lieu of foreclosure, or other remedial action in connection with a Mortgage, or to any transferee from a Mortgagee or owner of the Property upon foreclosure or after a conveyance in lieu of foreclosure.

ARTICLE 14.

DEFAULT; REMEDIES; TERMINATION
Breach and Default. Subject to Permitted Delays or by mutual consent in writing, and except as otherwise provided by this Agreement, breach of, failure, or delay by either Party to perform any term or condition of this Agreement shall constitute a “Default.” In the event of any alleged Default of any term, condition, or obligation of this Agreement, the Party alleging such Default shall give the defaulting Party notice in writing specifying the nature of the alleged Default and the manner in which the Default may be satisfactorily cured (“Notice of Breach”).

The defaulting Party shall cure the Default within thirty (30) days following receipt of the Notice of Breach, provided, however, if the nature of the alleged Default is non-monetary and such that it cannot reasonably be cured within such thirty (30) day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter at the earliest practicable date, shall be deemed to be a cure, provided that if the cure is not diligently prosecuted to completion, then no additional cure period shall be provided. If the alleged failure is cured within the time provided above, then no Default shall exist and the noticing Party shall take no further action to exercise any remedies available hereunder. If the alleged failure is not cured, then a Default shall exist under this Agreement and the non-defaulting Party may exercise any of the remedies available under this Agreement. Further, as provided in Section 13.6 above, following transfer of all or any portion of the Property and an assignment or a partial assignment of this Agreement to an Assignee, a Default by such Assignee under this Agreement shall not constitute a Default by Developer (or any other Assignee) and shall not entitle City to terminate EXHIBIT 1 1678
or modify this Agreement with respect to any portion of the Property retained by Developer.

Withholding of Permits. In the event of a Default by Developer (where the determination of such Default has been made by the City Council based on substantial evidence presented at a noticed public hearing), City shall have the right to refuse to issue any permit or other Subsequent Approvals to which Developer would otherwise have been entitled pursuant to this Agreement until such Default is cured. This provision is in addition to and shall not limit any actions that City may take to enforce the conditions of the Project Approvals.

Termination. In the event of a Default by a Party, the non-defaulting Party shall have the right to terminate this Agreement upon giving notice of intent to terminate pursuant to Government Code section 65868 and regulations of City implementing such section. 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 and City regulations implementing said section. 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 14.9. Where Developer is the defaulting Party and Developer has previously conveyed portions of the Property and partially assigned this Agreement to one or more third party transferees, City’s right to terminate this Agreement shall be limited to those portion(s) of the Property then owned by Developer.

Specific Performance for Violation of a Condition. If City issues a Project Approval pursuant to this Agreement in reliance upon a specified condition being satisfied by Developer in the future, and if Developer then fails to satisfy such condition, City, in addition to its other rights and remedies available under public improvement agreements, performance bonds or other instruments, shall be entitled to specific performance for the purpose of causing Developer to satisfy such condition.

Legal Actions.

14.5.1 Institution of Legal Actions. In addition to any other rights or remedies and subject to the limitation of damages in Section 14.7, 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 purpose of this Agreement. Any such legal action shall be brought in the Superior Court for San Joaquin County, California, 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.

14.5.2 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 service upon Rob Mitchell, Greenlaw Development, LLC, who is an agent of Developer for service of process, or in such other manner as may be provided by law.

EXHIBIT 1 1679
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.

No Money Damages. In no event shall a Party, or its boards, commissions, officers, agents or employees, be liable in money damages, including without limitation, actual, consequential or punitive damages, for any Default under this Agreement. It is expressly understood and agreed that the sole legal remedy available to a Party for a breach or violation of this Agreement by the other Party shall be an action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement by the other Party, or to terminate 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 attorneys’ fees and obligations to advance monies or reimburse monies. In connection with the foregoing provisions, each Party acknowledges, warrants and represents that it has been fully informed with respect to, and represented by counsel of such Party’s choice in connection with, the rights and remedies of such Party hereunder and the waivers herein contained, and after such advice and consultation has presently and actually intended, with full knowledge of such Party’s rights and remedies otherwise available at law or in equity, to waive and relinquish such rights and remedies to the extent specified herein, and to rely to the extent herein specified solely on the remedies provided for herein with respect to any breach of this Agreement by the other Party.

Surviving Provisions. In the event this Agreement is terminated, neither Party shall have any further rights or obligations hereunder, except for those obligations of City and Developer set forth in Sections 9.1 and 9.2.

ARTICLE 15.

MISCELLANEOUS PROVISIONS
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 incorporated into this Agreement as if fully set forth herein.

Convenants Binding on Successors and Assigns and Run with Land. Except as otherwise more specifically provided in this Agreement, 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, and shall inure to the benefit of the Parties and their respective successors and assigns, as provided in Government Code Section 65868.5.

Notice. Any notice, demand or request which may be permitted, required or desired to be given in connection herewith shall be given in writing and directed to the City and Developer as follows:

EXHIBIT 1 1680
If to the City: City Clerk
City of Stockton
425 N. El Dorado St, 1st Floor
Stockton, CA 95202
Telephone: (209) 937-8458
Email: [email protected]
with copies to: City Manager
City of Stockton
425 N. El Dorado St, 2nd Floor
Stockton, CA 95202
Telephone: (209) 937-8212
Email: [email protected]
and: City Attorney
City of Stockton
425 N. El Dorado St, 1st Floor
Stockton , CA 95202
Telephone: (209) 937-8333
Email: [email protected]
If to Developer: Greenlaw Development, LLC
Attention: Rob Mitchell
18301 Von Karman Avenue, Suite 301
Irvine, CA 92612Telephone: (949) 331-1353
Email: [email protected]
with a copy to: Thia Cochran
Cochran Law Group
18301 Von Karman Avenue, Suite 301
Irvine, CA 92612
Telephone: (949) 833-9600
Email: [email protected]
Notices are deemed effective if delivered by: (a) certified mail, return receipt requested; (b) commercial courier, with delivery to be effective upon verification of receipt; or (c) email, upon actual receipt at the email addresses listed above. Any Party may change its respective address for notices by providing written notice (including email) of such change to the other Parties.

Permitted and Litigation Related Delays.

15.4.1 Permitted Delay. Performance by either Party of an obligation hereunder shall be excused during any period of “Permitted Delay.” Permitted Delay shall mean delay beyond the reasonable control of a Party caused by (a) calamities, including without limitation earthquakes, floods, and fire; (b) civil commotion; (c) riots or terrorist acts; (d) strikes or other forms of material labor disputes; (e) shortages of materials or supplies; or (f) vandalism.

EXHIBIT 1 1681
A Party’s financial inability to perform or obtain financing or adverse economic conditions generally shall not be grounds for claiming a Permitted Delay. The Party claiming a Permitted Delay shall notify the other Party of its intent to claim a Permitted Delay, the specific grounds of the same and the anticipated period of the Permitted Delay within thirty (30) business days after the occurrence of the conditions which establish the grounds for the claim. If notice by the Party claiming such extension is sent to the other Party more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. The period of Permitted Delay shall last no longer than the conditions preventing performance. In no event shall any Permitted Delay extend the Term of this Agreement.

15.4.2 Litigation Delay. If, as a result of a Litigation Challenge, the Annexation Proceedings cannot be completed by the initial Annexation Deadline of two years following the Agreement Date as specified in Section 2.1 above, then the Annexation Deadline shall be extended for the period of the Litigation Challenge but in no event more than 12 months beyond the initial Annexation Deadline as specified in Section 2.1. If, following the Annexation Date, this Agreement or any of the Existing Approvals are still not Final as a result of a Litigation Challenge (a “Litigation Delay”), then the Initial Term of this Agreement and the time within which each Party shall be required to perform any act under this Agreement shall be extended by the period of time between the Annexation Date and the date on which the Existing Approvals and this Agreement all become Final, subject to an outside date that is 36 months after the Annexation Date, at which point there shall be no further extension of the Term as a result of any Litigation Delay, unless approved by the City Council in its sole, absolute discretion.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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 imply consent or waiver of the necessity of obtaining such consent for the same or similar acts in the future.

Construction of Agreement. All Parties have been represented by counsel in the preparation and negotiation of this Agreement and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise, (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not EXHIBIT 1 1682
exclusive; (e) “includes” and “including” are not limiting; and (f) “days” means calendar days unless specifically provided otherwise.

Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, or conditions of this Agreement.

Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a specific situation, is found to be invalid, or unenforceable, in whole or in part for any reason, the remaining terms and provisions of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provisions, in which case any Party may terminate this Agreement by providing written notice thereof to the other Party.

Time is of the Essence. Time is of the essence of this Agreement. All references to time in this Agreement shall refer to the time in effect in the State of California.

Extension of Time Limits. The time limits set forth in this Agreement may be extended by mutual consent in writing of the Parties in accordance with the provisions of this Agreement.

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.

Entire Agreement. This Agreement (including all exhibits attached hereto, each of which is fully incorporated herein by reference), integrates all of the terms and conditions mentioned herein or incidental hereto, and constitutes the entire understanding of the Parties with respect to the subject matter hereof, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements, understandings, representations, and statements are terminated and superseded by this Agreement.

Estoppel Certificate. Developer or its lender may, at any time, and from time to time, deliver written notice to the City requesting the City to certify in writing that: (a) this Agreement is in full force and effect; (b) this Agreement has not been amended or modified or, if so amended or modified, identifying the amendments or modifications; and (c) Developer is not in Default of the performance of its obligations, or if in Default, to describe therein the nature and extent of any such Defaults. Developer shall pay, within thirty (30) days following receipt of City’s invoice, the actual costs borne by City in connection with its review of the proposed estoppel certificate, including the costs expended by the City Attorney’s Office in connection therewith. The Community Development Director shall be authorized to execute any certificate requested by Developer hereunder. The form of estoppel certificate shall be in a form reasonably acceptable to the City Attorney. The Community Development Director shall execute and return such certificate within thirty (30) days following Developer’s request therefor. Developer and City acknowledge that a certificate hereunder may be relied upon by tenants, assignees, investors, partners, bond counsel, underwriters, bond holders and Mortgagees. The request shall clearly indicate that failure of the City to respond within the thirty-day period will lead to a second and EXHIBIT 1 1683
final request. Failure to respond to the second and final request within fifteen (15) days of receipt thereof shall be deemed approval of the matters set forth in the estoppel certificate.

Recordation of Termination. Upon completion of performance of the Parties or termination of this Agreement, a written statement acknowledging such completion or termination shall be recorded by City in the Official Records of San Joaquin County.

City Approvals and Actions. Whenever a 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.

Negation of Partnership. The Parties specifically acknowledge that the Project is a private development, that no Party to this Agreement is acting as the agent of any other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the Parties in the businesses of Developer, the affairs of the City, or otherwise, or cause them to be considered joint venturers or members of any joint enterprise.

No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the signatory Parties and their successors and assigns, including Mortgagees. No other person shall have any right of action based upon any provision in this Agreement.

Standard for Consents and Approvals. In cases where the written consent or approval of a party is required hereunder and a standard of review and/or timeline for the granting or withholding of such consent or approval is not set forth, such consent or approval shall not be unreasonably withheld, conditioned or delayed.

Governing State Law. This Agreement shall be construed in accordance with the laws of the State of California, without reference to its choice of law provisions.

Exhibits. The following exhibits are attached to this Agreement and are hereby incorporated herein by this reference for all purposes as if set forth herein in full:

Exhibit A: Property Description
Exhibit B: Project Modifications Requested by County
Exhibit C: Form of Assignment and Assumption Agreement
[SIGNATURES ON FOLLOWING PAGE]
EXHIBIT 1 1684
IN WITNESS WHEREOF, City and Developer have executed this Agreement as of the Effective Date.

CITY:

CITY OF STOCKTON,
a California municipal corporation
By:
[Signature must be notarized]
ATTEST:

By:

Eliza R. Garza, City Clerk
APPROVED AS TO FORM:

By:

John Luebberke, City Attorney
DEVELOPER:

By:

Name:

Its:

By:

Name:

Its:
[Signatures must be notarized]
EXHIBIT 1 1685

EXHIBIT A
[Property Description – To be Inserted]
EXHIBIT 1 1686

EXHIBIT B
[Project Modifications Requested by County – To be Inserted] EXHIBIT 1 1687

EXHIBIT C

FORM ASSIGNMENT AND

ASSUMPTION AGREEMENT
City of Stockton
425 N. El Dorado St, 1st Floor
Stockton , CA 95202
Attention: City Clerk
Record for the Benefit of
The City of Stockton
Pursuant to Government Code
Section 27383
)
)
)
)
)
)
)
)
(Space Above This Line for Recorder’s Use Only)

ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is entered into as of the ____ day of __________, 20__, by and among Greenlaw Development, LLC, a California limited liability company, (“Assignor”), ____________________________, a ___________________ (“Assignee”), and the City of Stockton, a municipal corporation (“City”).

R E C I T A L S
A. Assignor has entered into a Development Agreement with City effective ______________ (Recorder’s Document No. ________) (“Development Agreement”), to facilitate the development and use of that certain real property consisting of approximately 120 acres within the City of Stockton, County of San Joaquin, State of California, which is legally described in Exhibit A to the Development Agreement and shown on the map attached to the Development Agreement as Exhibit B (“Site”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement.

B. Assignor is the fee owner of the Site, designated as APNs _____________, more particularly described in Attachment 1 attached hereto and incorporated herein (“Property”).

C. Assignor desires to transfer its interest in the Property to Assignee concurrently with execution of this Assignment Agreement and Assignee desires to so acquire such interest in the Property from Assignor.

D. Article 13 of the Development Agreement provides that Assignor may assign its rights and obligations under the Development Agreement to another party, provided that the Assignor shall have provided to City at least thirty (30) days prior written notice and provided that the assignor and the assignee document the assignment in an agreement substantially in the form of this Assignment Agreement.

EXHIBIT 1 1688
E. Assignor has provided the required written notice to City of its intent to enter into an assignment and assumption agreement as required by Section 13.2 of the Development Agreement.

F. Assignor desires to assign to Assignee and Assignee desires to assume all rights and obligations of Assignor under the Development Agreement [or describe portion of rights and obligations assigned in case of partial assignment]. Upon execution of this Assignment Agreement and transfer to Assignee of legal title to the Property, Assignor desires to be released from any and all obligations under the Development Agreement with respect to the Property.

A G R E E M E N T
NOW, THEREFORE, Assignor, Assignee and City hereby agree as follows:

1. Assignment by Assignor. Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor’s rights, title and interest and obligations, duties, responsibilities, conditions and restrictions under the Development Agreement with respect to the Property (collectively, “Rights and Obligations”).

2. Acceptance and Assumption by Assignee. Assignee, for itself and its successors and assigns, hereby accepts such assignment and assumes all such Rights and Obligations, whether accruing before or on or after the Assignment Agreement Effective Date (defined in Section 16 below). Assignee agrees, expressly for the benefit of City, to comply with, perform and execute all of the Rights and Obligations of Developer with respect to the Property arising from or under the Development Agreement.

3. Release of Assignor. Assignee and City hereby fully release Assignor from all Rights and Obligations. Both Assignor and Assignee acknowledge that this Assignment Agreement is intended to fully assign all of Assignor’s Rights and Obligations to Assignee, and it is expressly understood that Assignor shall not retain any Rights and Obligations whatsoever with respect to the Property.

4. Substitution of Assignor. Assignee hereafter shall be substituted for and replace Assignor in the Development Agreement with respect to the Property. Whenever the term “Developer” appears in the Development Agreement with respect to the Property, it shall hereafter mean Assignee.

5. Assignor and Assignee Agreements, Indemnifications and Waivers. a. Assignee represents and warrants to City as follows:
(i) Assignee is a ____________________ duly formed within and in good standing under the laws of the State of ________________. The copies of the documents evidencing the formation of Assignee, which have been delivered to City, are true and complete copies of the originals, as EXHIBIT 1 1689
amended to the date of this Assignment Agreement. Assignee has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance and delivery of this Assignment Agreement by Assignee has been fully authorized by all requisite actions on the part of Assignee.
(ii) Assignee’s execution, delivery and performance of its obligations under this Assignment Agreement will not constitute a default or a breach under any contract, agreement or order to which Assignee is a party or by which it is bound.
(iii) Assignee has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Assignee’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Assignee’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Assignee’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. (iv) As of the Assignment Agreement Effective Date, Assignee will own fee simple title to the Property.
b. Assignor and Assignee hereby acknowledge and agree that the City has not made, and will not make, any representation or warranty that the assignment and assumption of the Development Agreement provided for hereunder will have any particular tax implications for Assignor or Assignee.
c. Assignor and Assignee each hereby waives and releases and each hereby agrees to indemnify and hold City harmless from any and all damages, liabilities, causes of action, claims or potential claims against City (including attorneys’ fees and costs) arising out of this Assignment Agreement.
d. Assignor acknowledges and agrees that the Rights and Obligations with respect to the Property have been fully assigned to Assignee by this Assignment Agreement and, accordingly, that Assignee shall have the exclusive right to assert any claims against City with respect to such Rights and Obligations. Accordingly, without limiting any claims of Assignee under the Development Agreement, Assignor hereby waives any claims or potential claims by Assignor against City to the extent arising solely out of the Rights and Obligations with respect to the Property.

6. Development Agreement in Full Force and Effect. Except as specifically provided herein with respect to the assignment, all the terms, covenants, conditions and provisions of the Development Agreement are hereby ratified and shall remain in full force and effect.

EXHIBIT 1 1690

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

8. Successors and Assigns. Subject to the restrictions on transfer set forth in the Development Agreement, all of the terms, covenants, conditions and provisions of this Assignment Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns, pursuant to Article 13 and Section 15.2 of the Development Agreement.

9. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications under Section 15.3 of the Development Agreement shall be:
_______________________________
_______________________________
_______________________________
_______________________________
Attention: ______________________
Telephone: _____________________
With a copy to: _______________________________
_______________________________
_______________________________
_______________________________
Attention: ______________________
Telephone: _____________________

10. Applicable Law/Venue. This Assignment Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to its choice of law provisions. Any legal actions under this Assignment Agreement shall be brought only in the Superior Court of the County of San Joaquin State of California.

11. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Assignment Agreement and this Assignment Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Assignment Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; and (e) “includes” and “including” are not limiting.

12. Headings. Section headings in this Assignment Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Assignment Agreement.

EXHIBIT 1 1691

13. Severability. Except as otherwise provided herein, if any provision(s) of this Assignment Agreement is (are) held invalid, the remainder of this Assignment Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties.

14. Counterparts. This Assignment Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this Assignment Agreement had executed the same counterpart.

15. City Consent. City is executing this Assignment Agreement for the limited purpose of consenting to the assignment and assumption and clarifying that there is privity of contract between City, on the one hand, and Assignee on the other, with respect to the Development Agreement.

16. Effective Date. The Effective Date of this Assignment Agreement shall be the date upon which Assignee obtains fee title to or a ground lease for the Property and Assignor delivers evidence of the transfer to City (“Assignment Agreement Effective Date”). For the purposes of this Section, the evidence of transfer shall consist of a duly recorded deed or ground lease, and title report.
[SIGNATURES FOLLOW ON SEPARATE PAGES]
EXHIBIT 1 1692
IN WITNESS WHEREOF, Assignor, Assignee and City have entered into this Assignment Agreement as of the date first above written.

ASSIGNOR
_____________________________, a
_______________________________
By:

Name:

Its:
[Signature must be notarized]
By:

Name:

Its:
[Signature must be notarized]

ASSIGNEE
___________________________________, a
_______________________________________
By:

Name:

Its:
[Signature must be notarized]
By:

Name:

Its:
[Signature must be notarized]
[SIGNATURES CONTINUED ON NEXT PAGE]
EXHIBIT 1 1693
CITY
CITY OF STOCKTON, a municipal corporation
By:
_______________________, City Manager
[Signature must be notarized]
ATTEST:

By:
__________________, City Clerk
APPROVED AS TO FORM:

By:
________________, City Attorney
EXHIBIT 1 1694
A
A

EAST MARIPOSA ROAD

CLARK DRIVE

MARFARGOA ROAD NORTH LITTLE JOHNS CREEK

SAN JOAQUIN COUNTY, CALIFORNIA
BY
JOB NO.

SCALE
DATE

MBE / JTQ
A20631-3
APRIL, 2022
SHEET
250 Cherry Lane, Suite 107, 208 Manteca, CA 95337Phone: (209) 328-1123 www.kierwright.com

REQUESTED BY

COUNTY OF SAN JOAQUIN

PROJECT MODIFICATIONS

AS SHOWN
1 OF 2
NORTH
EXHIBIT "B"
EXHIBIT 1 1695

COUNTY OF SAN JOAQUIN
PROJECT MODIFICATIONS REQUESTED BY AS SHOWN SAN JOAQUIN COUNTY, CALIFORNIA 2 OF 2 BYJOB NO. DATE MBE / JTQ A20631-1 APRIL, 2022 SHEET SCALE 250 Cherry Lane, Suite 107, 208 Manteca, CA 95337 Phone: (209) 328-1123 www.kierwright.com 10' TALL LANDSCAPED BERM A EXHIBIT "B" · · · 60' NO TRUCK ZONE THERE SHALL BE NO TRANSPORT REFRIGERATION UNITS ALLOWED WITHIN THE 60' NO TRUCK ZONE. THE BERM AND WALL DEPICTED ON THIS EXHIBIT B SHALL BE CONSTRUCTED PRIOR TO THE OCCUPANCY OF ANY STRUCTURES ON THE PROJECT SITE. NO TRUCK TRAILER CIRCULATION OR PARKING SHALL BE ALLOWED WITHIN THE 60' NO TRUCK ZONE DEPICTED ON THIS EXHIBIT B.

EXHIBIT 1
1696

MARIPOSA
INDUSTRIAL PARKANNEXATION PROJECT(P20-0805)
1697
• PC Recommendation on
a Prezone, DevelopmentAgreement, and Environmental Document. • Annexation of
nine undeveloped parcels totaling ±203.48-acres at the South of Mariposa Road, East of 99. • Prezone County land to
Industrial, Limited (IL)
• Development of up to 7
buildings totaling ±3.6 million square feet (SQFT) of warehouses.

DESCRIPTION AND LOCATION
1698

GENERAL PLAN- INDUSTRIAL (BLUE)
1699

CURRENT ZONING - COUNTY
(NO CITY ZONE)
1700

EXISTING/PROPOSED

INDUSTRIAL USES
1701

CONCEPTUAL

SITE PLAN
1702

DEVELOPMENT AGREEMENT (DA)
• Annexation should be filed December 31, 2022 (effective)• Term Limits: 10-years from annexation date with possible 5-year extension.
• City Impact Fee Lock.• Maximum building height allowed to 100-ft (Exceeds 60ft maximum in Industrial, Limited zone)
• Initiate Formation of Community Facilities District and financial contribution for new Fire Station/ Police Substation. 1703

ENVIRONMENTAL REVIEW
An Environmental Impact Report (EIR) was prepared to identify potential environmental effects (SCH #2020120283) A scoping and neighborhood meeting was held.

The Draft EIR had six (6) comment letters received.

Comment letters were evaluated, incorporated, and responded to in the Final EIR.

The Final EIR includes a Mitigation and Monitoring Reporting Program, and a Statement of Overriding Consideration (SOC). 1704

STATEMENT OF OVERRIDING

CONSIDERATION
The Draft EIR indicated the project would result in six Significant and Unavoidable Impacts (SUI).A Statement of Overriding Consideration (SOC) for these impacts must be approved for consideration of the Project.

The attached SOC concluded:
• Any project alternative would result in an SUI for the project area consistent with the General Plan EIR SOC for land use impacts. • The project will comply with standards and mitigation measures to minimize impacts and provide public benefits.
• Jobs generated by the project are consistent with City economic policies (±3,000 full-time jobs).
• ±1.6 million in total annual revenue to City (property and income). 1705

PLANNING

COMMISSION

HEARING
March 10, 2022• Comments heard during the
hearing
• 7 written comments• 3 oral comments
• Planning Commission unanimous
recommendation in support of project
1706

CONCLUSION
• The Project is consistent with General Plan
and other industrial warehouse uses in the region.
• The Project was reviewed by applicable
agencies, impacts addressed in Mitigation Monitoring and Reporting Program. • Statement of Overriding Considerations
concluded impacts are unavoidable for the project area regardless of request • Public benefits• Consistent with General Plan • Economic generator• Creation of jobs • The project requires City Council, LAFCo,
and Site Plan and Design Review approval before construction can begin. 1707

RECOMMENDATION
Staff recommends the City Council:
• Adopt a Resolution Certifying the Environmental
Impact Report (SCH #2020120283), Mitigation Monitoring and Reporting Program, and Statement of Overriding Considerations; and, • Adopt an Ordinance for the Pre-zoning of APNs 179-
220-10; -11; -12; -13; -16; -17; -18; -19; -24 to Industrial, Limited (IL); and • Adopt an Ordinance to approve a Development
Agreement.
• Adopt a Resolution Authorizing the Filing of an
Application for Annexation of the Project Site
1708
City of Stockton
Legislation Text
File #: 22-0351, Version: 1

COUNCIL COMMITTEE/BOARD AND COMMISSION MINUTES

RECOMMENDATION
Information item only. No action required.

City of Stockton Page 1 of 1 Printed on 4/12/2022
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